> Rise Of The Empress
>  by Mystic Sunrise
> --------------------------------------------------------------------------

> A Trip Down Memory Lane/ Cavea Ferrum
> --------------------------------------------------------------------------

If this world had any good, then it's just as dead as our past.

Anonymous Techno-Barbarian of the Everfree Dust Bowl.





This area of the Northern Wastes was deserted more so than most areas of Equus. Almost all avoided it, feeling an unnatural pall of fear and heartbreak if they ever entered it. Those few strong enough to continue on found that this feeling all came from a single source. One that even the most hard-bitten rad-mutant avoided at all costs.

The Crystal Ruins.

No one knew what they were. Some said it was the shattered and broken remains of a once-great city, one that had fallen even before the horror of Old Night had fallen on Equus. Others had darker theories.

But for the first time in uncounted years, two individuals made their way to the ruins with a single-mindedness, even if only one of them knew why they were going there.





"Are you sure this is the place?" Midnight asked as she looked around at the ruins before them. "I mean, what could be here after so long? And why here?"

The midnight blue Pegasus barely came up to the shoulder of her companion. Her companion's features were harder to make out for she wore a long cloak that hid her features, all save for a pair of lavender wings at her side.

Her friend smiled, even if Midnight couldn't see it. "Something that I buried here a long time ago. I can only hope it is still here." She could feel though that Midnight still was not convinced. "Middy, I know you do not believe me, but have I ever led you wrong before?"

Midnight rolled her eyes at the use of her nickname. "No, but there's a first time for everything, and your following is growing. They're worried about you."

Her friend smirked. "Oh, and you do not?"

Midnight smiled up at her. "I've known you my whole life. I know you don't need it. But this place gives me the creeps."

And it was true. This place gave her the creeps in a bad way. Even being with her friend could only help so much. And Midnight had known for as long as she could remember. Her very first memory, in fact, was looking up into the mare's face. A face that radiated love, warmth, and compassion.

The next moment, the newborn filly had wrapped her hooves around the mare's legs and had never let go since. In a way that was. To Midnight, she was more than just a friend. She was the mother she had never known.

The other mare pulled her close into a comforting hug. "I know, but we are almost there."

As they pulled apart and began to enter the ruins, the elder looked around, seeing the ghosts and memories of a long-dead past all around her. She still remembered the city in its prime, all the adventures she and a group of friends she still loved thirty thousand years after they had passed had here. An errant gust of wind blew her cloak off her flank for a moment revealing her cutie mark, one that had lost its meaning a long time ago.

A Fuschia star, surrounded by five smaller white ones.





Sometime later the two came to, what Midnight assumed, had once been the center of whatever the ruins had once been. All that was left now though were massive pieces of shattered crystal lying in huge heaps all around them.

As they came underneath one such heap, she heard something crack under her hoof. Looking down she saw that she had stepped on more crystal shards, but smaller than the rest around them. Whatever they had once been, they now lay broken and dirty with age. "What was this place?" She finally asked as she looked away from the broken shards.

Her companion halted. "It was a city once. Once one of the most beautiful on all of Equus. It fell." She stopped as her breath hitched. "Long ago."

Now Midnight was curious. "Did you know it? Sounds like you did."

"Yes." That was all her friend said before she resumed walking leaving Midnight to catch up.

Soon the two of them found a stairwell leading down. It was so well hidden that if she hadn't been led right to it, Midnight would've never found it. After a long descent, they finally came to a landing with a single door. With a purple glow, the door opened with the sound of rusty hinges, and Midnight felt her mouth drop.

For as far as the eye could see, shelf upon shelf was heaped with books, data crystals, and what looked like very old-fashioned data slates. Tables were scattered here and there for those who had need of them. Midnight did not think it was possible for this many books to exist, and in one location at that. The Unspeakable King of the Pan Lunaic Empire made a habit of destroying any and all knowledge he or his armies found.

As they entered the room properly, lights flickered to life along the ceiling. Following her friend, Midnight tried to take in all that she could see, but there was so much here she didn't even know where to start.

One thing though stood out, a name that kept repeating itself, and a symbol she recognized. "She finally had to ask. "Who was Twilight Sparkle? Her name's all over the place."

That stopped her companion dead in her tracks. "She was a very great pony. Once upon a time." She turned to face Midnight. "Midnight, I must ask you to forget that name. Erase it from your mind."

Midnight was shocked. "Why?"

Her friend finally removed her cloak and tossed it onto a nearby table. "I have spent generations erasing any and all knowledge of that name. Twilight Sparkle." She paused as her tears fell. "Died long ago."

Midnight pointed at the symbol and then at her friend's flank. "But that symbol-"

"Lost its meaning a long time ago. It is nothing but a symbol of a long-dead past now," the mare replied as she pulled out a seemingly random book.

As she did, a section of wall pulled back, revealing another tunnel beyond that stretched out into an unknown distance. Lights flickered on along its length showing nothing but pristine white walls. "Go on ahead, I will be along in a moment," the mare continued, giving Midnight a smile.

Midnight gave her a dubious look, but finally nodded and trotted down the tunnel.

Her companion stood outside the door a moment longer, looking over the stacks of books and the memories they held.

Then the mare once known as Twilight Sparkle turned away from her past for the final time and headed toward what she hoped was a brighter future for all of Equus.





Midnight had not gone far before Twilight caught up to her. As they trotted down the corridor, she could feel that Midnight was holding back a question. "Middy. I know you have to have a million questions now." She paused and gave her a look. "So come on, spill it."

Midnight sighed. She did have a million questions. A million and one actually. So, she started with the most obvious. "How're all those books here? They've had to have been down here for a long time. Hay, how did nopony find them?"

Twilight smiled. "There is a time-locked stasis-seal on the door. It is keyed to my magic and that of a few others. But they are nowhere to be found. We put them in place when this was still a city. It is off for now, and it will start again when we leave."

Midnight nodded. "And I doubt anyone's been here since the city fell." She looked around at the spotless walls. No other doors lead off from it except the one they'd entered by. "So where does this go anyway?"

Twilight sighed. "A backup plan I never thought I would have to use. But my primary lab was rendered useless centuries ago."

Midnight blinked. She knew Twilight was far older than she looked. But she rarely talked about her past for some reason. "What happened to the first one? Where was it?" She asked.

Twilight rubbed her snout irritably. "In the Everfree Dust Bowl. Back then though it was a forest. Luckily I have an obsessive-compulsive attention to detail so everything there was replicated here."

By this point, the two of them had come to a stainless-steel door. There did not seem to be any way to open it though. Twilight gave it a look. "And that includes the defenses I put in place for it as well."

Midnight took a step back. "What sort of defenses?"

Twilight waved a hoof. "Oh, you know, the usual. Doors, magic, and a few ideas of my own." She paused before giving Midnight a sheepish smile. "Oh, and watch out for the automated weapons batteries."

Midnight was about to ask what she meant by that last bit when two panels in the ceiling suddenly opened and two magicannons slotted out, their targeters locked onto her.

"... meep!! Was all she could squeak out in response.

Twilight smiled. "Relax. As long as you are with me you will be fine. I designed this so only those who came with me or just me could get past this point. Now comes the easy part."

With that, she stepped up to the floor. As she did, a suite of sensors in the walls, floor, and ceiling began sweeping her body to confirm her identity. Air samplers tasted her breath, body-mass sensors registered her weight, and radiation detectors measure the decay rate of isotopes in her blood and bones. Over a hundred such measurements and genetic markers were compared against real-time data logs to ensure it was really her and not some imp trying to get in.

Finally, the door slid open and allowed them to pass through. The cannons continued to track Midnight until she and Twilight had passed through the doors before rotating back up into inactivity.

The first Midnight noticed was the major drop in temperature. Her Pegasus heritage allowed her to shake it off, but it still came as a shock. But what she saw next made her mouth drop in surprise. They had entered a vast cavern, the far walls so far away she couldn't even see them. Next to them, a ramp descended into the darkness.

Midnight craned her neck over the edge, but there was no bottom visible. "So, now what?" She asked.

Twilight sighed. "Now comes the hard part."





How long had it been since they had entered the maze? Midnight did not know. She had lost track of time since they had entered this place. Hours, days, weeks, months maybe? It can't have been years even if it felt like it sometimes. "What idiot thought putting inverted gravity rooms in here was a good idea anyway?" She grumbled as she and Twilight took a short break in a side chamber.

Twilight shot her a hurt look. "Hey, I resent that remark. I thought it was a good idea at the time, sue me."

"If we ever get out of here I might." Midnight grumbled as she ruffled her wings. "I think most of my feathers are still a few corridors back. Are we even close to, whatever you're looking for?"

Twilight sighed as they stepped back out into the corridor and turned in a new direction. "I do not know. I designed this place to make it very hard to find the center and there is no way to map it either."

Midnight was only half listening while she watched out for more traps. Even though this section looked safe, experience had taught her looks were deceiving. More than once one of them had tripped a hidden pressure plate activated all kinds of unpleasant things.

What was worse though were the mobile sentries. Each was pony-shaped, but they were a machine, carrying weapons she couldn't even begin to guess at what they were. But what horrified her the most was that each and every one of them had been an A.I. (Abominable Intelligence). Midnight had heard stories of the Mares of Iron. Now having seen them, she wanted to quickly forget them. "Where did you even get the design for this place anyway? I don't think half this stuff was ever designed on Equus or Mares." She finally said after a moment.

Twilight shook her head. "That is because they're not based on any design Equus or Mares has ever known. They are based on a design called the Cavea Ferrum I found in a universe far from here. Designed by someone named the Firenzi Polymath."

Midnight giggled. "What kind of name is that?"

Twilight giggled too. "Hay if I know. But it is also based on a design done by one of the greatest beings to have ever existed. He designed it to guard something so vital that he put the best defenses up for it."

"Did he have a name?" Midnight asked.

Twilight shook her head as she gained a faraway look in her eyes, memories of life in another universe coming back. "If he ever did, he never told anyone. All who followed him knew him by a single title, one that fit him so well that he seemed destined for it."

"What was it?" Midnight asked, holding her breath.

"The Emperor."





Following the end of Twilight's tale, they walked on for some time in silence. Midnight's mind had begun to fill with visions of a golden clad warrior, a halo of light shining from his form. His features were indistinct, but she could feel the strength and power he radiated, yet also not without warmth and love.

So caught up in them was she that she didn't notice that Twilight had stopped until she ran into the back of her. Coming to her senses, she found Twilight giving her a smile.

"We are here," she said.
> The Gene Laboratory
> --------------------------------------------------------------------------

Midnight could see that they had come to another chamber, this one at least a mile in diameter. Unlike the ones they'd seen before, only one other door was visible on the far wall. "Should we worry about anything guarding this?" She asked as they trotted up to the door. It looked much the same as the one they had first entered by.

Twilight shook her head. "No, we are as safe here as we will ever be. This door will only open in one way."

Midnight gave it a dubious look. "And what's that?"

Twilight smiled as she closed her eyes. "This." Putting a hoof to her chest, she concentrated a moment before her eyes opened wide.

Midnight saw they had tuned solid white, seeing and not yet seeing at the same time. Even as she watched Twilight pulled her hoof back and from her chest came a six-pointed magenta star, the same as the one on her flank.

Twilight's eyes returned to normal a moment later as she gave the star a smile. "Hello, old friend. I am sorry we do not talk as much as we used to, but we need your help."

Midnight was beginning to think her friend had finally lost it when the star began to glow. It seemed to look at her a moment before a golden tiara materialized around it and it settled on Twilight's head. Twilight looked up at it with a teary-eyed smile. "Thank you." She whispered before her gaze returned to the door. Her voice barely above a whisper, she began to speak. 

From one to another, another to one.
With the marks of our destinies made one, there is magic without end!

With the final word a beam of magic shot out of the crown and into the center of the door. With a loud groan, it began to open. Lights flickered into life revealing a bare antechamber beyond and another door on the far wall.

Midnight stood there stumped while Twilight pumped a hoof in triumph and entered the room beyond. She gave Midnight a smirk. "Coming?"

That shook her out of her shock, and she hurried to catch up. "What is that?" She asked pointing at Twilight's crown.

Twilight's smile grew. "This is the Element of Magic. Have you ever heard of the Elements of Harmony?"

Midnight shrugged. "Only in myth and legend."

Twilight nodded as they came to the next door. "Well, I can confirm that the myths and legends about them are true. I should know. I was in a few of them myself." She put a hoof to her chest. "Inside me, I carry all six Elements, but I have not had the need to call on them for centuries."

Midnight scrunched her nose as she thought about all the stories she'd heard of them. As far as she knew her friend couldn't have been in them, no matter how old she was. "Wait a minute. How would you have them? All I've heard said five of the six died peacefully of old age, and the sixth didn't for some reason. And she was a... lavender... unicorn."

Her eyes widened as the name in the library came back to her. "Unless..."

Twilight sighed, no longer able to lie to her best friend about this. "Yes. That lavender unicorn was me. I was Twilight Sparkle once, but I have not used that name in millennia."

Midnight stepped back as she gave her a betrayed look. "Why? You said she died. So how-"

"The mare I used to be died a long time ago Midnight. After my friends passed on, their Elements came to me and I have carried them ever since," Twilight replied as her ears drooped. She fought back tears as memories she had long tried to forget came back. "For so long I tried to keep the peace and friendship we helped to build between races. And for what? The world I knew is dead. Killed by those who didn't deserve what they had."

Midnight walked up to her. There were tears in her eyes. "But why stop using your name? Why didn't you tell me?" She craned her neck up and crossed it with Twilights. "You know I wouldn't have told anyone. I care about you too much."

Twilight leaned into the embrace. "I know. But I have made terrible mistakes Middy. I did not want you burdened by them. The things I did to the slavers when I found you? They would have horrified and disgusted the old me. But I did not care what I did to them, or others."

Midnight didn't say anything as they held the embrace for a time. She was still mad at Twilight for never telling her, and she would be for some time yet. But the sincerity in her words told her that there had to be a good reason beyond what she'd told her. "So, what else are you not telling me?" She asked as they pulled apart.

Twilight sighed. "Too much. But that ends now." With that, she ignited her horn and opened the door. Midnight's eyes widened as she saw what was on the other side.

The room was circular with a domed ceiling carved from solid rock. Several other doors lead off into other rooms though what they were couldn't be seen as the two of them entered. Everything was pristine, environmental regulators and stasis fields maintaining the facility in the exact condition Twilight had last left them. The air was clean, and every surface was brightly scrubbed. A large device sat at the heart of the room, dormant for the moment, but riddled with energy cables and pipes. It reached to the ceiling, covered in glass-paneled openings that showed hundreds of dials and vials, tubes of colored liquids, and touch-screen interfaces. Thick cables coiled out from the central tower, snaking their way across the plain tile floor to nine other devices. Walking up to one, Midnight saw that they seemed to be incubators. Each of the tubes was full of amniotic fluid, while the sides contained gauge needles and monitoring systems now inactive but ready for something it seemed. 

"What is this place?" She finally asked.

"My gene-laboratory," Twilight replied as she accessed a data terminal on the central tower. "I had these built at one time to help find a cure for all diseases and viruses. For a time, I thought I had." Her voice lowered in disgust. "Then somepony I trusted led a changeling queen into the other one. They got as far as the main door into the antechamber. The self-destruct destroyed it all when she failed to do what I did with Magic to let us in."

Midnight could feel the anger Twilight gave off when she told that story, but she had another question. "What's a changeling?"

Twilight blinked before smiling sheepishly. "Oh right, you have never seen one They were a race that fed on love. After a time, they found a way to make love of their own to survive."

Midnight nodded. "So, what happened to them?"

"The last one died ten thousand years ago. Old Night destroyed too much love and they could not make enough on their own to survive," Twilight replied.

Midnight couldn't help but feel sorry for that last one. No one should die alone, no matter what they were. "And now what're you going to do?"

Twilight smiled as she walked over and pulled Midnight into a hug. "Now? Now we begin again. We take back Equus from those who are destroying what's left." Her gaze grew distant. "And then, then we take back what our kind lost in the stars." She placed a hoof on the capsule. "It all starts here."





With a hiss of steam, a side door of the lab opened, releasing a puff of freezing air as Midnight trotted out with a huff, a sizable crate on her back. "I don't see how all this will do any good." She puffed as she set it down next to the central tower, where Twilight was busy going over something she couldn't make out.

Twilight rolled her eyes. "It gives me something to work with. Those cryo chambers contain some of the best-preserved genetic material from Equus's golden age and the genes of the greatest friends I have ever had."

Midnight scratched her head in confusion. "So, you're going to bring them back to life?"

Twilight gave her a disgusted look. "Oh, stars above no. This is not necromancy. Equus has enough of that as it is with the Crimson Trotters. I could replicate them down to the very last strand of D.N.A. and they would not be the girls I knew and loved."

Midnight poked the crate with a hoof. "Then what's all this for?"

Twilight smiled. "I hope that by combining their D.N.A. and their respective Element of Harmony, I can give our kind the leaders they need."

Now she was lost. "And what about you?"

Twilight smirked. "Oh, do not worry about me. I am not going anywhere if this works. Assuming this works at all of course."

Midnight just rolled her eyes with a sigh. When Twilight got like this, you couldn't get her to stop until it was done, or it had blown up in her face. "So, what about the ponies outside? They're wondering where you are, and they don't listen to me."

Twilight's brows furrowed. "Have they entered the city yet?"

Midnight nodded. "Yeah, just outside the library entrance actually. Come to think of it, I think you've gotten more to join just by being here somehow."

Twilight smiled as she trotted to the door. "Well, it is about time I told everyone what we're doing here. Do you think you can keep an eye on everything here while I go talk to them?"

Midnight nodded as trotted out before teleporting back up to the surface. When she was gone, Midnight allowed herself a moment to look at what Twilight had been working on when she had come out of the cry chamber. But the words didn't make any sense to her.

Primare Project.





An hour or so later Twilight returned to find Midnight sitting in front of the terminal, trying to make sense of it all. Judging by her expression, it was not working. Feeling in a better mood than she had for a while now, Twilight tiptoed over to her friend and peered over her shoulder. "Find something interesting?" She whispered.

Midnight jumped ten feet in the air in fright. She gave Twilight a sour look as she floated down to the floor. "You know I hate it when you do that." She grumbled.

Twilight was unapologetic as she snickered. "And that is why I do it. I see you found the list."

Midnight nodded. "Yeah. Who are all those names? Yours I know, but."

Twilight smiled as she walked over and checked off each name with a hoof. "Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, Starlight Glimmer, and Sunset Shimmer were the greatest friends I had so long ago." She smiled at the memories. "Starlight was my very first student and a major pain in my flank more times than I cared to count. So was Sunset, but I loved them anyway."

Midnight nodded as she looked at the next name on the list. Her nose scrunched. "What kind of name is Discord anyway?"

Twilight rolled her eyes irritably, but no longer as much as she once had. "He was the self-proclaimed Lord of Chaos and an even bigger pain in my flank. Literally, if he wanted to be."

Midnight gave her a look. "So, what happened to him?

Twilight tapped her chin. "You know? I honestly have no idea what happened to Discord. He just up and vanished one day and he never came back. He is too stubborn, so I seriously doubt he is dead."

Midnight nodded as she looked at the last names on the list. What was odd was the title before each of them. What kind of title was 'princess' anyway? "What about Princess Celestia, Princess Luna, Princess Cadance, and Princess Flurry Heart?"

Twilight's breath hitched. She had hoped Midnight would not ask this. Not about them. But she could not lie to her now as her horn ignited and pulled open a nearby drawer on a workstation.

Midnight watched as out floated four feathers: Bright white, midnight blue, peach pink, and a mix of white and pink.

Twilight's voice dropped to a whisper as her tears fell. "This. This is all that I ever found of them. No blood, no bodies. Just a single feather from each of them."

Midnight took a step closer. "Who were they?"

Twilight sniffed. "They were my family. Flurry Heart was my niece and Cadance was my sister-in-law. After my mortal parents had passed on, Celestia and Luna took me in as part of their own."

"Maybe they're just hiding?" Midnight asked.

Twilight shook her head. "As much as I want to believe that Middy, they would never do that and let Equus become what it has, or at least not send a sign that they're alive." That last word did it for Twilight as she slumped to the floor and gave in to the pain and heartache. "Oh, who am I kidding? I need to stop fooling myself. They are dead. This?" She shook the feathers. "This is all that is left of them. All that is left of that life. What would they think of me now? I do not even use my name anymore."

Midnight sat down next to her and wrapped a wing around her as she leaned in close. "Then let me be your family. You don't need to be alone anymore."

Twilight gave her a teary-eyed look. "Middy-"

Midnight shook her head. "No, hear me out. You've been alone for a long time. Longer than I'll ever understand. And then you found me. You raised me. We've done things I never thought we could." She looked Twilight dead in the eyes. "So, what if you're not my birth mom. I love you too much to let you be alone like this. You're more than just my best friend." She hugged Twilight. "You're the mother I never knew."

Twilight managed to smile as she returned the hug. That talk had done her more good than she let on. She smirked after a moment. "Middy I swear that if you start calling me mom or mommy all the time, then I will start treating you like my daughter." Midnight gasped in mock horror as they pulled apart, before bursting into giggles, one that Twilight joined a moment later. It felt good to laugh like that again Twilight thought as she felt the Element of Laughter glow within her.

After a moment they stopped and stood up, both feeling better than they had in a long time. "So, what exactly is this Primare Project anyway?" Midnight asked after a moment.

Twilight smiled. "Remember how I said I want to give our kind the leaders it needs? This is how I plan to do it. With your help of course."

Midnight blinked. "Me? But what can I do? I don't even know what any of this stuff is or does."

Twilight smiled. "That's why we will do it together." She saw Midnight's eyes light up at that. "It will not be easy or quick, but it will be worth it in the end."

Midnight rolled her eyes. "If it was easy, it wouldn't be fun then now would it?"

Twilight laughed as she pulled her into a hug. "That's the spirit! Now come on, we have got work to do."

Midnight found herself grinning too. "So where do we start?"

Twilight floated over the crate genetic samples Midnight had pulled out of cryostorage. With a hiss, the lid slid open. "Now we see if these have remained viable after so long."

Midnight blinked. "Why? Shouldn't they be?"

Twilight nodded. "Yes, but I want to be sure. If they are, then we are off to a great start. And if not? Then we have got more to do than I thought."

With that, both took a look inside the crate. Inside were eleven vials of different colored liquid: tan, Bright blue, grey, butter yellow, bright pink, bright white, midnight blue, peach pink, bright yellow, light pink, and a mix of white and pink.

Twilight pulled out each carefully and smiled at them before floating six over to Midnight who caught them with her wings. "The Gene-Sequencer is over there." She said, pointing at a machine nearby. "Just follow what I do."

Walking carefully over so as to not drop what she had, Midnight took in the machine. It didn't seem like much. A square box-like shape with a screen on top and various buttons, dials, and gauges below that. She looked over to see what Twilight was doing with hers. She too stood by a machine like hers. Twilight pressed a button and a drawer slid open. As it did, Twilight slid her samples in and pushed it shut with a hoof.

Figuring she had the right idea; Midnight did the same. Pressing the same button, the drawer in her machine slid open with a puff of cold air. Inside were slots for each of the samples. Careful not to drop them, Midnight slid them in carefully into each slot before pushing the drawer closed. As it slid shut, the screen lit up with words.

Gene sequencing in progress. Please stand by...

Looking over, she found that Twilight looked bored. Which usually meant that this was going to take a while. So, for now, she took a step back and let the machine do its work. Her mind kept returning to the names that Twilight had mentioned. From the way she spoke of them, she still loved them as much now as she had as when they were still alive. However long ago that had been.





Across the room, Twilight too thought of times past. Bringing up the memories of her first friends had not been as hard as it once was for she had made peace with never seeing them again millennia ago. It had been the memories of Celestia, Luna, Cadance, and Flurry Heart that tore her up inside. She had known alicorns could be killed from her jaunting days visiting other universes. Alone or with her friends.

The less said about some of those the better.

But she lied to herself she realized when she still hoped that they might still be alive here. Midnight had actually played a large part in that, through no fault of her own of course. That memory still held strong for Twilight even now, many years later.
> Faces Of the Past/ For Equus's s Future
> --------------------------------------------------------------------------

Midnight was bored. Who knew science could take so long? Twilight wasn't much help either as she had wandered off to another room a while ago now.

With a hiss, one of the side doors opened and Twilight walked out with a scowl, one Midnight knew meant something was up. "What's wrong?" She asked as Twilight turned toward the door.

Twilight sighed. "We are missing one last piece of D.N.A. I need to make a trip to the last place I thought I would ever see again."

"And where's that?" Midnight asked.

"Tartarus," Twilight replied, smiling darkly. "Luckily I know the donor is still alive, and I am going to enjoy taking it from her more than should be legal."

Now Midnight was really lost. "How the hay are you going to find it? No one knows where the entrance is. Heck, most think Tartarus is a myth."

Twilight giggled. "Oh, it is very real. I have been there. Twice in fact. Not by choice either time, I might add. I still remember where the entrance is even now."

"And if she doesn't want to help?" Midnight asked.

Twilight chuckled. "She does not have a choice in the matter," she replied as her horn ignited. "I will be back in a little while Middy, don't worry."

Midnight rolled her eyes as Twilight vanished in a flash of teleportation. "It's my job to worry about you, you big goof," she chuckled.





For all her confidence, Twilight knew she was taking a big gamble by doing this. She didn't know for sure if this would work at all if she was being honest. Getting to Tartarus was simple. After their last misadventure there, she had memorized all there was to know about the realm. Unfortunately, Luna hadn't been very specific about the spot she had left her in. Nopony had ever thought it would matter.

Yet here she was, nonetheless, hoping to find one cage in particular among the countless here. Past the gates though, Twilight found the first signs that something was very, very, wrong.

She stared up at the giant skeleton before her in shock and horror. Even after so long she recognized the form. It was Cerberus, or what remained of him. Just bones now. By the looks of it, he had just laid down and died peacefully. "How? Why? What happened that would cause this?" Twilight whispered.

A clinking sound drew her attention beyond Cerberus's remains, and her ears drooped as she walked around the skeleton. Rows and rows of cages stretched off into the gloom. Inside each was a form. Some Twilight knew and some she didn't.

Each and every one of them was nothing but a pile of bones now, their manacles still clasped around their limbs. None had escaped their cages. As Twilight walked past the cages, her sorrow rose. Whatever they had done to be here, this was no way to die. Seeing the empty cages also worried her that she had come here for nothing, but still, she kept going. She had to know for sure.

In the end, she was proven right. In a far corner, she found who she was looking for. And one she was not at all happy to see. "Well, well. The high and mighty Princess Twilight has come to see us. I almost feel honored," Tirek sneered.

Twilight bit back a retort as she glared at the centaur. "Keep quiet Tirek and you might live. I have no time for you."

Tirek was taken aback. That was not the response he expected, and the tone she used? There was an icy cold hardness behind it that had not been there before.

Twilight though finally noticed his companion, still young and prim. "Hello Cozy. This makes things easier."

Cozy Glow glared back at her. "What do you want?"

Something in that sentence finally broke Twilight's resolve as she glared back. "What do I want? I want to throw both of you at the mercy of the radwastes. I want to throw both of your useless carcasses to the rad wolves and be done with it!" She took a step forward. "You know what I see in both of you? I see the shades of the Equus that was, the dream that was. I see a past I have tried to forget!" She shook her head. "What do I want? I want the Equus we knew back. The good and the bad. I do not want to be here," she sniffed.

Tirek and Cozy shared a confused look. What did she mean by all that?

Twilight soon steadied her breathing as she conjured up a needle and floated it over to Cozy. "But that's beside the point. I only need one thing here." Before Cozy could react, Twilight stuck the needle in a leg. Cozy winced at the poke, but in a moment the vial was full and was removed while she rubbed the spot.

Twilight smiled as she turned and began to leave. "Thank you."

"Is that it? A vial of blood was all you needed? How pathetic. What about us?" Tirek asked.

Twilight stopped. "What about you?"

"You are just going to leave us down here? That's not very friendly. What changed?" Cozy asked.

Twilight bit her lip. What had not changed was the better question. "Everything changed Cozy. Equestria is dead and the rest of Equus is not much better. I mean to change that."

"And your first idea is to leave us to die like the others?" Tirek asked. "What would your fellow princesses think? What would your friends think?"

Twilight didn't respond for a time. Both Tirek and Cozy could see her body shaking, but from what neither could tell. Without warning, Twilight's horn ignited with new power as she turned around and unleashed her magic on both of them. Instead of pain though, both felt their shackles unclasp and fall to the ground. Tirek also felt his strength return as magic flowed into him.

As the magic ended, both gave Twilight shocked looks while she dried her tears with a hoof. "I have given you enough magic Tirek to last a good long while. Long enough to find your own. Just follow this path and you'll find the exit. Past that you're on your own," she said.

Cozy finally found her voice. "Why?"

Twilight forced a smile. "Because as much as I hate both of you, you do not deserve to die down here. No one did. Do not make regret it. I am not as merciful as I once was." With that her horn glowed once more before she vanished in a flash of teleportation, leaving Tirek and Cozy Glow both confused at what had just happened, and excited at their newfound freedom.





With a pop, Twilight reappeared in the lab, startling Midnight awake at the bright light. She gave the vial a confused look. "Is that it?" She asked.

Twilight nodded. "Yeah, this is it."

As she went over to one of the machines, Midnight didn't comment on the tears she saw in her friend's eyes.





It was days like today that Twilight remembered why she hated making public speeches. In all her long life she had never felt comfortable doing so. And what she was about to say could affect the future of Equus itself. Heck, it could affect the fate of the galaxy itself.

The Primare Project was well underway, and even now her daughters slept in their gestation capsules. Given a few more months, they would be ready to come out. And Twilight refused to see the girls sleeping below as anything but her daughters. She had seen what the other path had led to. She would not see another Horus and his brothers if she could help it. Which lead to the next ongoing project. One that tied to her daughters and what she was about to do.

The Gene Seed was coming along very well. The first thousand sets were ready and only awaited a trial run in the field to test their effectiveness. But that meant there needed to be ponies to implant them in. Young mares at that. Twilight had mixed feelings on the whole matter. She was essentially turning children into soldiers.

It horrified her to some extent. But not as much as it once would have. Twilight had passed that threshold a long time ago. That had died in the Siege of the Imperial Palace. No matter what though, it still sickened her to some degree. The only saving grace, if there was any at all, was that it could not happen all at once.

Rushing their development could lead to disaster, and while she had never come across anything like the Primordial Annihilator here, Twilight wasn't going to take that chance. But she was getting ahead of herself. Again. At least that hadn't changed in her long life.

From back here, she could hear the murmur of what sounded like hundreds of ponies out in the ruins of the Crystal City. More than she had expected honestly. Midnight had mentioned that she had gotten a large following. Somehow anyway., but Twilight had never seen much of it before now. If her ears were right though, she had guessed wrong on the number.

Speaking of Midnight. Twilight let out a surprised squawk as she was pushed forward. Looking back, she found Midnight giving her a cheeky smile. "That's your cue. They won't wait forever," she said.

Twilight just glared at her. "You are enjoying this way too much Middy."

Midnight's smile just grew. "Yes. Yes, I am."

Twilight groaned in irritation. But she also knew Midnight had a point. Keeping all those ponies waiting out there was not very nice. And their whole future depended on Twilight making a good impression on them. Gulping back her panic, Twilight walked out and hoped for the best.





Well, as it turned out, Twilight had been wrong about one thing. There weren't hundreds of ponies out here waiting for her. There had to be thousands of ponies of every kind. Most were mares, with only a scattering of stallions here and there. Why that was Twilight didn't know. But it did work in her favor. Or so she hoped anyway.

As she walked out onto the platform that had been scrounged together, all eyes turned toward her. She could see in many of them hidden scars. Of what she could not tell, but it broke her heart. Many of them looked like they were or could be family. Mother and daughter, or maybe even sisters. The elder held the youngest close to them. None gave her a threatening look, but all bore an expression of some curiosity.

Most had probably never seen her in the flesh before. Some Twilight recognized for she had personally saved them from more dark fates than she cared to count. The noise died down as they all looked at her. Twilight steadied herself, biting back a gulp, and began.

"Friends. I look at the faces here and I see everything that was once good and beautiful about Equus. I see everything our world should have been." She sighed as her head bowed. "You do not know me. Even those I have helped barely know anything about me. That ends today. Yet you've followed me through thick and thin." Her tears fell, and all could see that she was holding back much more. "I have no past now. It died long ago, and my name died with it. Call me whatever you wish."

That raised eyebrows everywhere. Yet, something told them that she was being honest, and so they listened.

Twilight's face brightened as she once again looked at the crowd. "But we can give future generations a better future. So, I ask you. Will you follow me now? The road will be long and hard, and not all of us will see its end." She smiled. "But I fight to give our children a better future. One where fear is gone and the horrors of the present are nothing but a bad memory." She bowed her head once more. "I will not force any of you to follow me. I don't demand you follow me. I ask, from the bottom of my heart. You have trusted me until now. Will you trust me again?"

Twilight fell silent after that. She had said all she hoped for and what she fought for. Now, she could only wait and hope.

For a time nothing happened. Everypony shared looks of confusion and shared hushed whispers with those around them. Twilight didn't bother to listen in on them. Their reactions would speak for themselves.

Finally, one mare stood up. She couldn't have been much older than a teen. "I will."

"So will I," her companion said as she too stood.

"Me too!" Another next to them said with a happy bounce to her hooves.

That seemed to open the floodgates. One by one, they began to rise and shout their affirmation. In no time, the whole mass was on their hooves, stamping, and applauding.

Twilight felt her smile grow and her tears fall again. But now they were of joy and gratitude. "Then let those who come after us mark this moment, for it all begins here." She rose to her full height. "Today, we take back our world. Today, we rescue our future from superstition and fear. Today we give the light of hope to those who will come after us."

She spread her wings. "Today, we give Equus back its future!"

The cheer that arose could be heard over a hundred miles away, and those who heard it wondered at what it meant and the fear that came to their hearts at that moment.

Twilight could not help the goofy smile that was on her face as she looked around at all the cheering ponies. It had been far too long since she had heard that sound.

As her gaze returned to the front row, she nearly fell over in shock at what she saw. But that could not be right, could it?

There, next to all the cheering ponies, were thirteen ponies and one dragon she knew all too well. They too were cheering, maybe even louder than those around them. The tallest, her bright white coat standing out next to her ethereal rainbow mane, smiled in a way that always made Twilight's heart melt with its gentleness, as she bowed her head.

The next second they were gone, like leaves on the wind. Nopony saw them come or go. But on the wind, faint as a breeze, Twilight heard them all the same.

Good luck Twilight and remember. We will always be proud of you. Give the world the peace we never could.

Twilight's smile grew as she bowed her head and let her tears fall one last time. "Thank you and, goodbye. Princess Celestia."
> A Future Friend
> --------------------------------------------------------------------------

Midnight nodded as Twilight came back around to the stage. "Good speech. Nice and short. And not as rambling as I thought you'd make it."

Twilight glared at her. "Sometimes Midnight. I wonder why I keep you around."

Midnight just stuck her tongue out at her. "But you'd miss me otherwise. Somepony has to keep you sane. Especially now. I don't think we have enough room down there for everyone."

Twilight nodded. "No, we don't. Lucky for us though, I planned this better than that. The implantation will be done in stages. If enough come forward now, then we'll have enough for the 1st Stage."

Midnight frowned. She didn't want to bring this up. But it was now or never. "And what about your guard? A lot have asked why I'm the only one you really travel with. They don't think it's safe."

Twilight bit her lip. She had feared this would come up. "How many?"

Midnight shook her head. "Way more than I can count. Most of them are the youngest. Not even old enough to have a cutie mark yet in most cases. A lot of the adults just seemed to go with it."

Twilight nodded. She had a contingency plan in place in case this came up. But this was on a different level than what she had asked before. It required, in essence, that she remake them from the ground up.

There was a reason the Emperor had eternally sealed what he had done to create the Legio Custodes, What Midnight was asking was the same thing basically.

Twilight knew that Equus was dangerous, even for her. And that didn't even count the wider galaxy. 

One thing she did know was that she would not have 300 watching over her at all times. Hay no. Even if the full numbers were beyond that, she wanted a smaller number.

And if they did insist on a Life Guard for her at all times, she wanted to be able to get to know each and everyone one of them personally. If they were to protect her, then she wanted them to do it because they cared enough about her too. Not through duty.

But that could wait for now as the two of them returned to the library. Even though she had prepared for the worst, Twilight had a detailed plan in place if those who followed her had agreed.

Now came the task of organizing them. Not only for what lay ahead. But just for the immediate concerns of where they were. They needed to be fed, clothed, and housed.

Past that would come the hard part. For now though, Twilight looked forward to all the organizing that lay ahead of her. She needed this more than she had realized she thought with a grin.

It almost felt good to be doing this much organizing once more. It reminded her of happier times.

***

In the end, Twilight's best guess of how many would volunteer fell far short of the actual number who did. Even after it had been revealed that the process would only work for fillies of a certain age or younger the number was still high.

Those who couldn't undergo it because of their age were not thrown out to the rad wolves though. Many of them had skills or knowledge that would aid their endeavor immensely one way or another.

And even though they didn't qualify because of their gender, every stallion found one role or another. Many had been former soldiers or mercenaries who had turned away from the worst Equus had to offer.

They provided the most opportune chance find for most hadn't known how to fight. Those who did set about turning those who couldn't into something resembling a fighting force.

Even those who weren't cut out to fight, for one reason or another, learned the basics of how to defend themselves. How effective that would be in real life was anypony's guess.

But the one find Twilight was the most relieved about were the doctors that were among her followers. Never mind that they had once worked for monsters and the worst kind of terrors on Equus, they still possessed the medical know-how Twilight didn't.

It would help lessen the burden for her when the time came. Or so she hoped. They were also the ones who knew the most of what she planned to do besides Midnight.

It helped that the Emperor, before his final battle with Horus aboard the Vengeful Spirit, had shoved all he had done to create the Primarchs and the Legiones Astartes into her brain. For a reason, she still didn't understand, but it was becoming clearer with each passing day. And despite what else he had to worry about, the Emperor had made the transfer as painless as possible.

Either that or she was going insane. Both were likely at her age. But that was beside the point.

Today marked the first time all of the work she and Midnight had done over many months would be put to the test. To ease the burden on them all, Twilight was starting off with a small group.

Now, the real work could begin.

***

The Operating Theatre smelled of antiseptic and ammonia. Ten tables stood in a row in the center surrounded by various medical devices, each hooked to the filly on the table.

Each and every tribe of pony kind was present. Twilight had made sure the gene-seed would take with any of the four tribes. It wouldn't be fair to them to exclude them for being the wrong kind of pony.

Though all tried to keep on a brave face, none of them could fully hide the slight bit of fear and apprehension in their eyes. That was good. Twilight would not lie to them. Not now. This whole thing rested on her being truthful as possible with them.

Twilight herself stood in a surgeon's gown, for she would not be thrown out of this. This marked the beginning of so much. She would not miss it, no matter what Midnight wanted.

Walking over to the nearest table, she placed a comforting hoof on the filly, an earth pony, who looked at her with wide eyes. In them floated determination and no small amount of fear.

"Will it hurt?" She asked. Twilight smiled.

"You won't feel a thing. By the time you wake up, it'll all be over. You might be a bit sore for a while after, but it will pass. I promise."

The filly smiled before the anesthesia began to kick in and she soon closed her eyes. One by one, they all did, their breathing soon slowing to a resting state. Twilight couldn't help but find the whole thing cute in a way.

Twilight turned to the nearby doctors. "Let us begin."
> Threats From Beyond
> --------------------------------------------------------------------------

Twilight steadied her breathing as she looked around what had become known as the War Room. It was in fact just one of the side chambers of the Crystal Library that had been converted into use as a planning room.

Around her, those she had chosen based on their abilities to help smooth this along, waiting for whatever she had called them down here for. None knew for sure, but several had ideas.

The Legions had by this point grown to count several hundred ponies each. Without the help of Mares though, there was little Twilight and the other could use as armor and weapons.

What little they did have would not work if it came down to full-scale combat. All knew this. One of the standing orders for those who scoured Equus, was to try and find any and all weapons and armor they could.

Even if they had to pry them from the cold dead hooves of enemies. It was a temporary measure at best, and Twilight made no secret of that. But she already had a plan to, hopefully, fix that.

But that was not why they were all here. Neither did it have to do with her daughters who slept below, who at this moment, were just days away from awakening and leaving their gestation capsules.

Those who did know of them were curious as to what and who they would turn out to be. Twilight herself didn't know. She had not made them in any particular way.

Or at least she didn't think she had. But that was all beside the point.

The reason she had gathered everyone here at this moment, was for a danger that, before now, had not been brought up in some form. Most of the group had some experience with it, but none ever spoke of it.

"Forgive me for being blunt Your Highness. But is there a reason why you brought us together?" Ironhoof asked.

Twilight suppressed a grin. It was a well-known fact that Ironhoof wasn't one for stuffy political talks or meetings at all in general. He would rather be out there, training with those who could not be inducted into the Legions.

It was something that Twilight liked about him, even if he could be rather stiff when talking. She blamed that on his past life as a renegade from the Pan Lunaic Empire. It was probably what had saved him from the Unspeakable King's wrath.

She nodded as they returned to the matter at hoof. "There is in fact. While everything is going to plan at the moment, and far better than I had expected, there is still something that needs to be addressed."

"What's that?" Midnight asked. She had no idea what this was all about, and Twilight usually told her everything at this point. But she had not mentioned what this meeting was about.

Twilight steadied her breathing for a moment before responding. "The Aether. We still don't have a defense against it. I won't allow us to be stymied by that."

Everyone shared a look. They all knew what the Aether was. It was the source of all magic, and all ponies to one degree or another tapped into it. Unicorns did most of this, seeing as magic was an essential part of who they were.

Earth ponies and Pegasi did as well, but how they did so was something very few could understand. Not even Twilight knew for sure. And it annoyed the academic part of her brain that she had never really been able to answer that question.

Rose Quartz cleared her throat. "We don't have a defense against it because no one knows of one. Unicorns might have one, but I don't think even they know of how it works."

Twilight and Hard Knocks both nodded. While Twilight had not been a unicorn for millennia, Hard Knocks was, and neither of them knew of how they had done so.

Twilight though had an idea of how they could change that. "Have anyone shown strange markings on their armor, or started carrying around odd pieces of things that don't seem to have any point, but they won't let go of it?"

Crystal Dawn nodded. "A few have. They do seem to work to some degree. Not everyone has some, but those that do say they work."

"Some call it faith," Ironhoof said with a roll of his eyes. "I don't buy it myself."

Twilight scowled as she spat to the side. Even Midnight was shocked at her reaction. "Faith? Religion? Tools used by the weak, the stupid, and the corrupt, to control the masses, to explain things they don't understand."

"You don't believe in a higher power?" Midnight asked.

Twilight shot her a withering look. "No, I don't. There are no gods, no higher power in the universe. Whatever others sell as their god is false, or an elaborate illusion."

That shut the room up. All could feel a boiling rage underneath Twilight's surface. At what nopony could tell. Crystal shrunk in on herself, ashamed she had even brought it up now, and afraid Twilight would take it out on her.

After a moment, Twilight calmed down as she gave Crystal an apologetic smile. "I'm sorry Crystal. But I've seen too much to ever believe in false gods and religions. I've seen what it does to beings. I won't see that again if I can help it."

"You might not have a choice though," Rose added.

Twilight gave her a look. "Why?"

Midnight sighed. "Ponies are already talking about you. Who you are, what you are, and where you came from. Some've already started gathering in like-minded groups. None of them are very big yet."

Ironhoof nodded. "They call themselves the Cult of the Undying Empress. They're already talking about you like you're some sort of god. Or if not that, then the ruler, the empress, Equus needs and deserves."

Crystal nodded. "Even the ones not part of the group are already calling you empress. We can't stop them, and frankly, I don't think we should."

Twilight's mouth dropped in shock. "They're what?! Why?"

Hard Knocks shrugged. "You'd have to ask them that. I honestly don't buy that you are a god of any kind. But you are the ruler Equus needs right now. We all know it."

Midnight nodded as she placed a hoof on Twilight's shoulder. "I hate to say it, but they're right. They're going to give you that title whether you want it or not. Somepony has to lead our world back into something close to normal."

Twilight wanted to argue that, but she couldn't, for a part of her knew that they were right. But that didn't mean she had to like it.

After a moment, Twilight cleared her throat. "We seem to have gotten off track here. While I am glad you brought this all up to me, we still have things we need to discuss."

Midnight subtly motioned to the others that now was not the time to continue on the track they were. All seemed to have gotten the message for they pushed those thoughts aside.

"Getting back to what you asked before, yes someponies are carrying around charms or carving runes and other wards against the worst the Aether can throw at us," Crystal said.

"How much good they'll be against the worst it can throw at us, we don't know. And I honestly hope we don't have to find out sooner rather than later," Ironhoof added.

Twilight nodded. This didn't surprise her. Ponies and other races had known for millennia about the Aether and the dangers it held, or the effects it could have on ponies.

She herself had a theory that was in fact where Discord had come from. There was no way to know for sure though since she hadn't seen him for a very long time.

And as annoying as he always could be, Twilight did miss him. If nothing else just for the fact that he was the last tie to Equestria and the world that was she still had.

But she was getting off track again. "I want you to go around ask any and all who have something like that with them or know somepony who does. We need all the help we can get."

"How is that going to help?" Hard Knocks asked.

Twilight smiled. "Because I want to add it to a little bit of what I know so that, if needed, all would benefit from it. It's a plan I've had for a long time. I'm curious to see what can be added to it."

Everypony shared a look. "So what do you have?" Rose asked.

Twilight smiled. "I'm glad you asked." Igniting her horn, she summoned something that had been in storage ever since she had returned from another universe.

All in the room gave it an odd look. It looked nothing so much like a maul. On a much bigger scale than they had ever seen before, but it still looked like one.

Twilight's smile grew as she remembered how she had taken it. The Sons of Horus legionary had made her work for it that was for sure. "This is a Aether-shock Maul. It uses stored actinic energy to make whatever you hit with it, well safe to say, it isn't pretty."
Ironhoof gave it a once over. He knew weapons like the back of his hoof. It was all he really knew. But even he was impressed with just this one example. "So how did you get it? It seems too big for regular ponies."

Twilight nodded. "It isn't meant for regular ponies. In fact, it wasn't even made for ponies at all. As for how I got it? Let's just say, its former owner didn't want to give it up until I pried it from his cold, dead, fingers."

Everyone shared a look at that. None of them knew what she meant by it, but they could all feel there was quite the tale behind how she had come to have it. Maybe another day they would hear it.

Twilight lay the maul down and summoned her next item. This one didn't make much sense to the group as they looked at it. It didn't seem anything more than a collar that rose to a hood that would cover the top of anypony's head.

Twilight tried not to gulp as she looked at it again. While her battle with the Sons of Horus legionary had been difficult in the extreme, her fight with the one who had this had been far worse if possible.

Not for nothing was the World Eaters known as the most savage of the Legiones Astartes, and that had been without Khorne's blessing. Twilight had nearly lost her head to his frenzied attack.

She shook her head and banished that memory. It did her no good now to think of it. "This is a Null-amp Collar. Whoever wears it stands a much better chance of protecting themselves against the Aether. Very few of these were ever made."

"Why's that?" Midnight asked.

Twilight shook her head. "The project they had been designed to be used in conjunction with was canceled and those a part of it to disband into regular formations. They paid for it in the end as well."

While no one knew what she meant by that, all could see their use if they could replicate the Collar. But they held off their questions for now as Twilight summoned another thing from her personal collection.

This one looked nothing so much as an upscaled flame thrower. But something about it sent shivers up the spines of all who looked at it. Not even Twilight could prevent one from moving up her spine.

How this hadn't been tainted like the rest, she still didn't know, but at least this had come through where so much else of the Death Guard had not. Or at least without Nurgle's blessings at least.

"This is a Toxiferran Flamer. It will burn away any and all magical protection the target may have. And if they don't? It works just as well as the next flame thrower," she explained.

That alone made it worthwhile to look into all could agree on. How that would work, they had no idea at the moment, but they felt it could work given time.

For the moment though, she turned her attention to the last piece she wanted to show the others. She had more, but she would only ever bring those up in the direst of circumstances.

Getting these had been even more difficult than the others for one simple reason. The Raven Guard were very, very, good at never being found if they didn't want to be, let alone getting one of these from them.

To those around her, they looked like nothing more than lances made of what looked like bone. But something told them that it wasn't bone at all, but something else.

Twilight smiled slightly at them. "This is a Empyreal Lance. It will kill any magic-user if it strikes them just right. I've seen them be used. Very few ever survived being hit by one."

Crystal poked the lance. It didn't feel like bone, no matter what it looked like. "Is this bone?" She asked.

Twilight shook her head. "No. I'm, not sure how I can explain what it is. But it is very strong and nearly impossible to break."

Hard Knocks gave everything an odd look. "So what are we supposed to do with these? Use them? There's enough here just for us, not for everyone outside."

Twilight nodded. "I know. I want to know if we can make more of these. Arm as many as we can with them. It doesn't have to be done soon. But I get the feeling we will be needing these before the end."

Nopony could argue with her on that. And all would be lying if they said they weren't interested in all she had shown them.
> New Friends
> --------------------------------------------------------------------------

Twilight gave the filly in front of her a hard look. Even as dirty and disheveled as she was, she knew that mane and coat anywhere. How she was here at all could wait though. "Let me get this straight. You want me to take you back, after everything you have done?" She asked, failing to keep the venom out of her voice.

The filly sniffed. "I don't have any place else to go now. All I knew is dead and gone a long time ago. Except you."

Twilight rolled her eyes. "What about your friend? Where did he go in all of this?"

The filly's eyes hardened. "He abandoned me. Got rid of me the first chance he got. I thought he cared."

Twilight was not shocked by this bit of news. She hadn't expected anything else really. "Considering what he could have done with you, you got off easy in the end." She took a step closer. "But that doesn't change the facts. Why should I not do the same? Give me one good reason why I should not throw you back out to the rad mutants?"

The filly gave her a hopeful smile. "Because you're not that kind of pony? You never were."

Twilight laughed, but there was no mirth in it. "A lot has changed about me since you and I first met in Ponyville all those years ago. More than you will ever know."

The filly's ears fell as she turned away. This had been stupid. Who was she kidding? Why had she thought she would be accepted? Let in like so many more before her had? Why had she thought Twilight Sparkle would ever care about her? Not after what she had done. Nopony had ever cared about her.

Twilight watched her go a moment, biting her lip. A part of her wanted to let her go and be done with it. The last vestiges of her first failure finally gone at last. But it was a very small part. In the end, she couldn't bring herself to do it.

Her companion jumped as Twilight teleported right in front of her and gave her a hard look, one she couldn't help but gulp at.

"You have one shot at this. Either you pass it and move on like the others. Or it kills you in ways that I will not share here," Twilight said. She smiled a bit as the filly's eyes lit up. "And maybe, just maybe, if you do join the ranks of a Legion, you can make up for your past."

"Cozy Glow."





Midnight gave Cozy a dubious look as she was wheeled into the operating chamber. She knew the story of her by now. Why Twilight thought this was a good idea was beyond her at the moment. "I still think this is a bad idea," she said, turning to Twilight on her left.

Twilight shook her head. "She is young enough that the gene-seed would work on her. Tartarus had that effect on her, and her aging has not sped up since I let her out."

Midnight wasn't buying it though. "And what about what she did? That's the kind of thing I'd expect from ponies a lot older than she is."

Twilight nodded. "I never asked why she turned out as she did. We never found her family. For a time, I believe she did mean well. But something changed inside her."

"What's stopping her from doing all that again?" Midnight asked.

Twilight smiled. "You know what the Hypno-induction does to the mind. Cozy was already a genius when I first met her at the School of Friendship. Beat more than once at chess. She still will be that level of genius, but the training will put it to better use." She looked out as the doctors prepped all they needed. Cozy could not hide the fear in her eyes, and Twilight could see she was not faking it either. That was good. She sighed as she remembered how she had come here. "And Tirek's abandonment of her broke something inside of her. I saw it in her eyes. Her family died a long time ago, and she has no friends now. I am the only pony who knows her, and the only one she knows, at all here."

Midnight rolled her eyes. "She's not the only one like that you know."

Twilight nodded. "I know. But she and I come from a different time Middy. Whatever else, Cozy still wants the Equestria we knew. I have had time to grow with the world. She has not."

Midnight still wasn't buying it. But she also knew it was pointless to argue with Twilight when she had her mind set on something. "And if she survives?"

Twilight smiled as Cozy was hooked up to the anesthesia and was soon out cold. "If she does, then I feel she will rise high in whatever Legion she will be a part of."

"And Tirek?" Midnight asked.

Twilight smiled darkly. "If he still lives by then, and Cozy makes it that long then she can have the chance to get him back for all he has ever done."





Cozy Glow was beginning to wonder if whatever lay at the end of all this was worth the pain she was in at the moment. Seriously, everything about her hurt at the moment. She didn't think it was possible to get worse. It almost made her wish Twilight had left her to rot in Tartarus. Almost. But whatever else Twilight may have thought about her, the mare knew Cozy was not one to quit once she started something.

And no matter what Twilight did think of the filly, for all she had once done, she would be the first to say that she was impressed Cozy had survived the first stage implantation. Maybe there was hope for the wayward filly yet. But Twilight knew not to let herself get ahead of the game. Plenty of time remained for something to go wrong. As it had several times already for others going through the same thing.

She tried not to think about that. It was not something she would wish on anyone that young. She did wish it, and more, on several others though, but that was beside the point.

The pain aside though, Cozy was beginning to notice several other changes to her now. She was getting bigger it seemed with each passing day. It was not aging finally catching up to her though, but something else. Maybe that was why she hurt so much. On top of that, she felt her body beginning to harden in a way that she could not understand. Biology had never been her thing, but it felt like she was putting on muscle at a rate that even she thought did not make any sense. The only thing that prevented her from asking Twilight herself, besides her pride, was the fact that the same thing was happening to the fillies around her as well. Why they were all fillies, Cozy had no idea.

The fact that none of them treated her like she had the plague helped, but few of them had attempted to make friends with her as well. And it hurt, no matter what she wanted to think otherwise. No matter what else she had done while at the School of Friendship, she had wanted friends. The fact that all the ponies, besides one, she had known were thirty millennia dead wasn't a problem. She had not known anyone in Ponyville when she had arrived, and she still made friends no problem.

These were the thoughts running through Cozy's mind as she picked at the meal before her in what could laughably be called, the cafeteria. It was only long tables filled with ponies her own age underneath what looked like a giant piece of crystal. What was in this stuff she had no idea but seeing as she had not eaten anything in so long before coming here, Cozy took what she could get. It wasn't the worst food she had ever eaten, but she would hardly call it good eating either. Judging by the looks on the faces of those near her, she was not the only one thinking it either.

"I swear actual metal tastes better than this," a voice said, causing Cozy to jump and look up to see who it was. The filly across from her, though she was a few years older than Cozy herself, was giving her a lopsided smile. One that Cozy couldn't help but return.

But then again, Talon-Rip just seemed to have that effect on ponies. She could crack a joke at even the lowest moment of the day, and she was also one of the few who had genuinely tried to make friends with her since she arrived. Where her name came from was anypony's guess, for few thought it was her actual name. If it was given to her, as was a common theory, Cozy wondered just she had done to earn it. She smiled though. "Golly and I thought I was the only one who didn't like it."

Talon chuckled. "Join the club. I don't think any of us do. But it is a lot better than the gunk most of us grew up on. If we even got fed at all."

Cozy dropped her eyes. She heard that more often than she had ever thought possible once upon a time. She also knew that it was not something any liked to talk about. After a moment though, she looked around. "What about your friends?"

Talon sighed. "You try putting up with two of them for a while and you'd want to get away too. I swear Apolloyon needs to get that stick shoved up her flank removed one of these days."

"That's not very nice Talon and you know it," came a new voice as another filly joined the two of them. Talon rolled her eyes as she made room for Cerberus. If Talon-Rip had a rugged beauty to her, Cerberus had the kind of looks that would have made the colts fall head over hooves for her. Her dark blond mane stood out next to her lighter coat. Despite her attitude, she was well known for being one of the nicest fillies in the room.

Cozy looked over to where the new arrival was looking. Further down the table, they were all at, Apollyon sat with another filly, this one with the name of Axemane, deep in discussion about something. Axemane was plain if such a thing could be said about anypony around them. But Apollyon was anything but. Built like a tank, even as young as she was, and with a presence that earned her respect from all those around her. Axemane was friendly enough once you got to know her, but Apollyon was a whole other story. It seemed she was friends with only three other ponies in the whole room, and that had been easier said than done to even get that many if the stories were true.

Something must have tipped them off they were being watched, for both fillies turned to give the three of them a look. "You know, it's not nice to stare at ponies like that. I hope you make it worth it in the cages," Apollyon said, giving Cozy a hard look.

Axemane gave her companion a look. "Give her a break Appollo. You keep this up, and Cozy won't even get in the cage with you."

Apollyon laughed. "Then she shouldn't have come here from whatever backwater mud hole she came from. Cozy Glow has been leaning too much on whatever she and the Big Mare share. Either she has earned this, or she hasn't. I don't see it. None of us do. You're a fool otherwise."

Now Cerberus was giving her a hard look. "You are taking this too far Apollyon. She has done nothing wrong to you."

Apollyon stood up and walked over to the group as she stared at Cozy. "No. But she's done nothing to earn my respect either. Prove me wrong. Prove me wrong you're not a mistake. Or I will enjoy beating you to a pulp."

Cozy fought back her tears but glared up at her in defiance anyway. "Why do you hate me? What did I ever do to you?"

That finally caused Apollyon to stop. Blinking, she sighed, and the aggression seemed to flow out of her as she did. "I don't hate you Cozy. But I've lived through too much to believe all they say about you. That you and the Big Mare share some kind of history together. That you're something special to her." Her gaze hardened again. "Prove me wrong. Prove you're not here just on her charity. That you're actually worth keeping around. Or I'll throw you out myself. Promise."

That caused a fire to be ignited in Cozy Glow's heart as she glared right back at Apollyon, as Talon-Rip, Cerberus, and Axemane, looked on. She would prove the filly wrong, no matter what. Even if it killed her.
> Newborn Life
> --------------------------------------------------------------------------

This was not something Twilight wanted to be doing right now, but apparently, someone could not wait a little longer. Why now of all times this had to happen was beyond her.

It was now time in the waking world. Her daughters were now ready to be born. She and Midnight, along with a gaggle of the best scientists she could find, had been standing around the incubation capsules, waiting for the right moment to begin the awakening process. While Twilight had never been a mother in the true sense of the word, Midnight really being the closest she had ever come to the role, she looked forward to her role to come.

And then had come a voice. One only she had heard. But it was enough. "You are taking a huge risk by doing this."

Twilight knew the voice, even if it had been a long time since she had last heard it. With an annoyed sigh, she had closed her eyes, and let her magic take her away from where she was. When she opened them again, Twilight found herself, not in the laboratory, but a cave. Behind her she could hear the sounds of a forest, long turned to ash, but one she still remembered well.

In front of her stood the Tree of Harmony, the Elements of Harmony themselves glowing softly as a new form took shape before her eyes. One she knew rather well in fact.

"Hello Harmony," Twilight said evenly. "Could you not have waited until after all of this? I have more important things to worry about."

Harmony frowned, a rare sight for her. "This will not wait, Twilight. You risk everything on a dream. On something that might not even work. Look at what it did to the Imperium. You risk unleashing the same here."

Twilight chuckled, but there was no mirth to it. "Risk? That is funny coming from you. I remember a certain someone who took a risk with six students of mine once upon a time."

Harmony flinched but did not back down. "I had no choice. Cozy Glow and Tirek would have won if not for them."

Twilight nodded her demeanor lightening for a moment. "And I will always be grateful to them for that, and what they did for Equestria and all of Equus. But it did more than that. I am sure you remember it all too well. It was your fault after all."

Harmony's ears fell. "Do not go there, Twilight. Please. Do not bring that memory back."

But Twilight was not done. Not by a long shot. "It killed them. It ripped them apart from the inside out. They were not ready for the power you gave them. Not then. Maybe in time, they would've been ready." Twilight let her tears fall now as she remembered those long-ago days. "I was the one who had to tell their families. How do you think Queen Novo and Ocean Flow, King Thorax, Dragon Lord Ember, Prince Rutherford, Sandbar's parents, and that useless sack of feathers Grandpa Gruff, took the news that their family was dying, and there was not a thing we could do to help?!"

Twilight sniffed as her tears came in full force now. "I was this close to closing the Multiversal School of Friendship down for good. Of sending all of the students home. Celestia talked me out of it in the end, but I never forgot those days. I never will." She growled as one particular memory surfaced. "I took more pleasure than I should have when I plucked all of Gruff's feathers and threw his useless carcass off Mount Canterhorn."

Harmony hung her head. As much as she wanted to deny it, much of the blame was laid squarely at her hooves. Maybe she had done it too soon for the six of them. "I wish every day that I could take back what I did then. But even though it was brief, they still left their mark on the two of us." She grinned. "Gallus' snarkiness rubbed off on you I see. Or you spent far too much time with Rainbow Dash."

Twilight managed a giggle at that as she dried her eyes. "That it did. It did for all of us." She sighed. "I am sorry I snapped like that, but I know am taking a risk now. I took a risk by letting Cozy Glow come back."

Harmony gave her a look. "Do you think it will work out with her? The Emperor thought the same with Horus and his brothers and look what happened."

Twilight rolled her eyes. "Cozy is not even half of what Horus was. Not by a long shot. Those around her barely trust her at the moment. I know what they say about the two of us. That is good. Let Cozy earn their trust on her own. She no longer has what she did once upon a time."

While that did reassure Harmony to some degree, she still had worries. "And your daughters? You know that they are not yours in the traditional sense of the word."

Twilight nodded. "But I will treat and love them like they are my own flesh and blood that I gave birth to. I will not repeat the mistakes of the Emperor if I can help it. We both know where that lead in the end."

Harmony nodded, even if she tried not to think about it. After a moment, she smiled as she felt something stir in the waking world. "Then go. I feel it is time."

With that, the scene began to fade away as Twilight's consciousness began to return to the real world, and the distant sound of voices talking excitedly.






Twilight blinked as she reoriented herself to the waking world. Around her, everything proceeded as if nothing out of the ordinary had happened. Midnight gave her an odd look as if guessing something had occurred but did not comment on it.

Inside the capsules, she could see movement, the ponies inside beginning to wake up from their long sleep. It was all Twilight needed as she nodded to those around her. "Begin."

Immediately, the amniotic fluid began to drain from around the awakening forms. For a moment, their heart rates rose dramatically, before returning to normal. Twilight smiled as she finally began to see her daughters as the last of the fluid drained away.

"Stand clear!" Somepony shouted. Twilight and Midnight stepped back as the capsule lids opened with a hiss of escaping steam and the smell of new life. A moment later, the pair looked inside the first capsule as the filly within opened her eyes for the first time. Blinking for a moment, she finally smiled up at them.

Twilight's heart melted. Was this what it was like when a mother first laid eyes on her children? If it was, then Twilight finally understood what her mother had told her so long ago. "That first moment when you look at your child, when you see the love in their eyes, then all of the pain was worth it. No matter what happens later, that feeling of love will never go away, and a part of you will never want to let them go."

Seeing her daughter now, Twilight understood that statement more than she had ever had before in her life. The earth pony's coat was a beautiful milk-white, which stood out in contrast to her pink mane and tail.

"She's so cute!" Midnight squealed as she leaned in closer, only to receive a boop on the nose from the filly, who giggled as the Pegasus went cross-eyed.

Twilight giggled. "I think that means she likes you, Midnight." She looked around as she began to hear signs of her siblings waking up as well. "How are they?"

One of the technicians nodded at a display. "For the moment, all are healthy and showing no signs of unexpected deviations from the norm. But seeing as how different they are from most ponies, I cannot say for sure if this will continue."

Twilight nodded as she began to circle the room. Her daughters represented all three pony tribes. Earth pony, Pegasus, and unicorn. While some engineering had gone into assuring that all three were represented, they had been mostly left to develop on their own, the most engineering going into their super pony physiology and abilities.

Stopping by one pod, Twilight felt her breath hitch as she looked at the Pegasus within. She was strikingly beautiful, the kind of beauty that took pony's breaths away, and Twilight said this not as her mother. But something more. For a moment, she saw the face of someone long departed.

The Angel Sanguinius. Her beautiful blond mane and deep red coat were almost an exact match for the Primarch of the Blood Angels Legion. Could it be a coincidence? Twilight didn't know, but she felt there was something more to it than what she saw

The pony that had addressed her a moment earlier frowned, however, as she looked down into one pod in particular. "Something strange, however, ma'am. I have  never seen a pony like this before."

Twilight gave her a look as she walked over and looked down as well, and her eyes widened in surprise. The fillies inside looked nothing like any normal members of the three tribes. Yet Twilight recognized their tribe instantly, though she had only seen a scant few of them in her life.

Midnight blinked in shock as she looked inside. "Twins? When the hay did they become twins? And what are they? I've never seen this kind of pony before, and I thought I had seen them all."

Twilight nodded, surprised by this as well. "You would not have, Midnight. They are Chiroptera. Bat ponies if you want to use the vulgar term for their tribe. They were never a numerous tribe, to begin with, and the last member died millennia ago. I had not expected this, though. But I do not care."

Midnight rolled her eyes, before blinking and looking worried. "Um. Where did they go?"

Twilight blinked before her jaw dropped in horror at the empty pod. "Where the hay did they go?!"

Everypony froze, before starting to look frantically around. Before Twilight could move more than three paces though, she heard twin giggles as she felt something plop down on her head. Looking up, she found the twins looking rather proud of themselves as they rode on the top of her head, surveying the entire room, and taking in every detail.

Midnight sighed in relief, before smirking. "Well. This is going to be fun with these two. I hope the others aren't as bad as they are."

Twilight's eyes twitched. Oh, so that's how it was going to be, was it? "I am glad you find this funny, Midnight. Because you're going to need all the help you can get with them."

Midnight's eyes widened in horror. "What?!"

Twilight giggled as she set the twins down, even as their sisters began to climb out of their pods. "Oh yes. I may be their mother, but that does not mean you don't get to experience the joy of raising them as well." Twilight smiled down at her daughters, who had congregated around her. "Go on, girls. Go say hi to your aunty Midnight."

Midnight groaned as she was all but pulled down by the fillies. She glared at Twilight, who only smiled widely at the spectacle. But it was hard to stay mad at ponies so young, and so cute, and finally, she gave up trying to escape and accepted her fate.

The other ponies in the room chuckled at the adorable sight, shaking hooves and congratulating each other that everything seemed to have worked out for the best. "Do you have names for them?" One asked Twilight.

The alicorn thought for a moment before her smile softened. "In fact, I do have names for them."
> Here Comes the Pain
> --------------------------------------------------------------------------

Cozy gulped as the wing blades were fitted over her wings. Not that they were uncomfortable or painful. But any self-respecting Pegasus hated having their wings hindered like this, though her newfound strength made it easier for her to move them.

Appoloyon grinned as she flexed the claws of the gauntlet on her right hoof. "Do try and make this fun, squirt. I don't care who you think you are, or what the big mare sees in you. All I see is somepony who wouldn't last a day in the wastelands."

Before Cozy could respond, the bell announcing the commencement of the bout rang. With a speed that surprised the Pegasus, Appoloyon sprang across the cage with claws raised. It was all Cozy could do to brink her wings up in time, and even then she was sent flying.

Groaning, Cozy didn't see the punch that sent her crashing against the steel of the cage. She barely managed to not black out, her wings rising on pure instinct to block a blow aimed at her head. 

This went on for several minutes, with Cozy unable to mount any sort of sustained offense. Appoloyon was just too fast and strong. 'Damn her earth pony strength' Cozy grumbled internally. How the buck was this supposed to be fair? She was a thinker, not a fighter.

"Guess I was wrong about you," Appoloyon sneered, as Cozy was just able to deflect a number of blows aimed at her head. "You're nothing but a bag of hot air. You talk a big game, and then can't back it up. You're nothing!"

Cozy whimpered as she dodged another attack. She was right. What was she doing here? She'd never had to fight in her entire life. Her genius and ability to manipulate ponies had been her greatest strength, but that meant nothing here.

This is how I die, she whispered to herself.





"She can't keep this up," Midnight winced, as she and Twilight watched from a balcony.

Twilight shook her head. "No, Cozy can't. But that has always been her biggest weakness. Her entire plan relied on her winning before we could escape Tartarus. By the time the girls and I had returned to Equestria, she would be in a position of power even we could not go against."

"By stealing all of the magic and sending it someplace else?" Midnight rolled her eyes.

Twilight nodded. "The multiverse is real, Midnight. There are an infinite number of universes where she could have sent it. We never discovered which universe she had in mind, or even why she thought stealing the magic was a good idea in the first place. None of the universes that sent students to the Multiversal School of Friendship ever reported anything like this."

"Fat lot of good that's doing her here," Midnight shook her head.

Twilight did not reply, as she watched the Pegasus slowly get beat down. Come on, Cozy Glow, she thought, You are smarter than this. I know it. Use that brain I know you have. What would Rainbow Dash say if she could see this?





Cozy was wondering the same, as she finally got time to breathe as Appoloyon circled her. Golly. Professor Rainbow would tan my hide if she could see me now.

And then it hit her, as she eyed the earth pony filly. Appoloyon was breathing harder and harder with each passing minute, her coat was soaked with sweat, and her legs were beginning to wobble from exertion. 

That was all Cozy needed to know, as she smirked. "So. Ready to call it quits, Appy?"

The filly laughed. "Don't you dare call me that, you little brat! I'm just getting warmed up. Besides, you've been losing this whole time. Time to end this charade," she sneered.

Cozy only smiled wider. "Bring it on then, you pea-brained dolt!"

That seemed to enrage Appoloyon as she launched herself at Cozy with a roar of fury. At the last second, Cozy danced out of the way, while tripping Appoloyon up with a wing. That only seemed to make her madder though, as she came up with a look of bloodlust in her eyes.

Cozy, meanwhile, just danced around Appoloyon's blows, ones that were becoming slower and slower with each hit Cozy landed on the earth pony. Each blow was aimed directly at certain points on the filly's body. Ones that Cozy knew quite well.





Twilight's eyes widened, before breaking into a huge smile.

Midnight, though, was shocked. "How? Where the buck did Cozy learn all that? Where the hell did she get all this stamina? What the hell is she even doing?!"

Twilight giggled. "Winning, Middy. She is winning. Appoloyon is already dead if Cozy wanted her to be."

I hope you can see this, Autumn, she whispered.





At last, Appoloyon left an opening, and Cozy went for the kill. With a perfectly timed hoof strike, she struck at the base of Appoloyn's neck. At once, the filly went limp and crashed to the ground.

She tried to turn around, but to her horror, her body didn't respond. No matter how hard she tried. Appoloyon could not get her legs to move at all. She could still feel them, but nothing she did could get them to move. To her horror, she felt the blade of Cozy's wing blades at her throat, ready to end her life if she moved at all.

Cozy's smile only continued to grow as she allowed Appoloyon to breathe. "So. Ready to give up yet? Or would you like me to go the distance and cut your throat as well?"

Appoloyon could only glare at her. "What the hell did you do to me?"

Cozy giggled. "Temporary paralysis. It will wear off in a few hours. A very good friend of mine taught me all of the pressure points in a pony's body. I could have done so much worse if I wanted to. I still can. So. Do you yield or not?"

Appoloyon gulped as the blade came near to her throat once more. She could see that Cozy Glow was deadly serious about this. She finally sighed in annoyance. "I yield, Cozy."

Immediately, Cozy's mood brightened as she withdrew the claw as the cage around them retracted into the ceiling. She helped Appoloyon onto her back. "And I'm a Pegasus. We naturally have a lot of stamina. It's why I could go for as long as I did, while you were on your last legs."

Appoloyon couldn't argue with her. She had known she was nearing the end of her strength, but she had thought she could have beaten the filly before hers gave out. "Where the hell did you learn all of that? I've never seen it before."

Cozy smiled as she looked down several cages to a fiery-haired Pegasus in the middle of her own bout. "A very good friend named Autumn Rose taught me. You likely won't meet her though."

Appoloyon wondered what she meant by that, but right now, she hurt too much to ask.





"Wait. Rose? As in..." Midnight asked, as she watched Cozy take Appoloyon over to a waiting doctor.

Twilight nodded, as she looked at a certain Pegasus as well. "Yes. Autumn was Pearl's daughter from another universe. A kitsune-pony hybrid in fact. Sadly, kitsunes have never existed in this universe, so you will never meet one."

Midnight groaned. Typical. Oh, why did she have to get stuck with a crazy mare as she had?

Twilight, meanwhile, watched Pearl's bout with interest. She vividly remembered the universes where the two of them were so much more than they would ever be here. Teacher and student, best friends.

A family.

But those would never come to pass here. Pearl barely knew her, and Twilight was okay with that. Maybe in another time...

She shook her head. It was no use in wondering now.