WARNING! This first part of the chapter is very graphic in nature.

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Ponyville was burning around her and she was helpless to save it.
. her friends lay dead and she was powerless to help them... Equestria fell into fire and Darkness and there was nothing she could do to stop it...

Twilight Sparkle lay beaten and bruised with all the fight sucked out of her, she and her friends had failed to stop them, the shadowy monsters that now advanced upon her with eyes... Oh those eyes!... Filled with hate and murder.
The Princess tried to rise but stumbled and fell again as tears blurred her vision.

She could see her friends, OH CELESTIA! Her friends lay before her, Rainbow dash had bled to death when one of the flying monsters had torn her wings off and her throat after. Rarity had tried to save her sister but was picked up in one of the massive beasts jaws and had her ribs and heart crushed into pulp. Pinky had been next, after the death of Rarity and Dash she had just lost it and flow into the beasts with the scream of a madmare, they had torn her apart. Fluttershy was next as she tried to get the young ones to safety, a beast had removed her head with a swipe of it's claw. Last was Applejack who even now the monsters were smashing against the w- wait... Applejack... But she's...

[Yes, See!]

This was a Nightmare... Just a Nightmare!

[Good! Keep going]

I can stop this stop this! This is a Nightmare and I can fight it!

Suddenly there was nothing... Just blackness... It took a moment for Twilight to realize that she had her eyes closed. The young mare slowly opens her eyes to find herself in a cave lit with many candles, she was not alone as she saw two figures, the first seemed to be waring a bulky greed suit of armour that had an odd fabric going down from it's shoulders to the floor, a large eye stalk with a glowing white and red eye that stared at her. The second looked like a nightmarish insect like a cross between a spider and a mantis, with four clawed legs and two arms that ended in pincers, it's head was triangular with seven pairs of glowing eyes.

Fearfully Twilight found herself asking the figures "W-Who are you?"

[Kosh...] the green one said, the 'Shadow' as Twilight had nothing else to call it, said nothing. When Kosh spoke she didn't hear it with her ears, but her mind.

"What do you want?" she asked more confidently.

[An Ending...] this had come from the 'Shadow' [And A Beginning...]

Twilight gulped realising that she was in the presence of two very powerful beings "I-I don't understand..."

[You Will] Kosh said [Go... Now!] his eye flashed white [Go, Before it is too late!]

Twilight doubled over in pain, from both her head and her chest, slowly before her eyes a orb of light and darkness emerged from her chest and floated there before taking shape and in a few moments took shape and as the light faded and sitting neatly upon a silver chain around her neck was a black and red gem rose.

As she began to blackout from the pain Twilight heard Kosh and the 'Shadow' speak once more.

[Go...]
[...And Remember]

Twilight had woken not long after that in her bed in her home in Ponyville. She a passed the conversation with the two beings nothing more then a dream... That is, untill she saw the Black and Red Rose upon her neck.

A week after that had been the attack on Manehatten. Two weeks after that she had woken up in a cold sweat and rushed to Cantralot. A week after that she had orders something excavated in the ruins of Manehatten, One week after that they had excavated what she was looking for enough for her too enter it, she had Learned... And she had remembered.

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Twilight heard a guard enter her tent and bowed "Princess Twilight, your friends have just arrived and are wishing to see you"

Twilight looked startled at this but smiled "Send them in" she said before thanking the guardsmen as he left.

After a brief exchange outside, Rainbow Dash, Rarity with Spike tiding on her back, Pinky Pie and Fluttershy walked in, all looked worriedly at their friend.

"Hey girls! What are you doing here?" she asked but Twilight already suspected the answer.
"Spike sent us a letter saying that you've been acting strange darling" Rarity said.
"Yea and we though that if you were feeling down that we'd come and cheer you up" Pinky Pie said happly.
"Yea, we heard that I was bad down here" Rainbow Dash said gesturing around "But I never thought it would be this bad..."
"I hope nopony was hurt" Fluttershy said quietly "and the poor animals"

Twilight sighed "Yea its bad, we lost allot of ponies and we would have lost allot more if Chrysalis's Changelings hadn't been here to help" she saw her friends expressions sour the mention of the loss of pony life "I doubt it will happen again again, the humans are sending a few of their warship, the first of which arrived this morning to defend us, Princesses Celestia and Luna are going to be coming back with the 'Deadlus', and like I've been telling someone" she gave her assistant and annoyed glare "I'm fine, but now your here I don't need to send for you"

Rarity spotted the Crimson rose necklace around Twilight's neck "Twilight Darling where did you get that magnificent price of jewellery" she gasped as she reached out to get a better look at it"

"I wouldn't do that Rarity" Twilight warned lightly making her friend pause "Last time someone tried to take it they got zapped by it" she gestured at spike who put up is hands.

"I though it was what was making Twilight act weird" he said "But when I tried to hide it when she took it off the thing Zapped me"

"As much as I'm glad your looking out for me Spike I'm not acting weird and if I am its not the Crimson Rose that's causing me to do so"

"Twilight... Has this got to do with Applejack?" Rainbow asked, Twilight hadn't told them where the mare had gone and none of the Apple family were telling "She's been gone for age's"

Twilight took a deep breath "Applejack went with the princesses to Earth"

There was a long silence before before they reacted "WHAT!?!?"

"Applejacks gone to a planet full of zombies and you let her go?" Rainbow Dash half asked half demanded.
"Poor dear must have seen so many terrible things" Rarity agreed.

"It was her choice, when she first disappeared she had been... Sick" Twilight said, not telling them that one of their best friends had been infected by the same virus that was plaguing Earth "but she got better, she asked to go with Celestia and Luna to Earth and there was nothing I could have said to change her mind, last I heard before the Stargate stopped working was that she was safe and well"

Her friends gave an audible sigh of relief and let Twilight talk "Look, what I'm. About to tell you may be related to Applejack too but I can't be sure, five weeks ago I met two strange and powerful beings..." Twilight proceeded to tell her friends about her meeting it Kosh and the 'Shadow' and then about how she had woken up and remember what she had to do three weeks later and in the following two weeks the discovery of the Ancient ruins, her friends listened to her every word with interest and by the time she finished they were shocked.

"Twilight are you sure you should be listening to these guys" Rainbow Dash asked "I mean how do you know that when they said 'A ending' they didn't mean and ending for us?"

"I have to Agree with Rainbow on this Dear, how do you know these creatures are not just using you?"

"They did hurt you" Fluttershy quietly pointed out.
"They aren't very nice if they hurt you Twilight!" Pinky Pie exclaimed "I mean If they were really old people from a really old race that lived in another universe who came to stopped the monsters who want to gobble us up but they couldn't do it without Twilight and Lucy because they were some kind of key then I would get it!"

Twilight blinked a couple times in shock "Pinky... That's what I was about to tell you guys, but who's Lucy?"

"Well Dhaa! Silly, she's Maria's little sister who's travelling and a giant spaceship..." the pink mare paused for dramatic effect "in SPPAAACCCCEEEE!" her voice sounded robotic when she shouted the word and when Twilight was about to ask Pinky how she knew this she stopped and just put it down as Pinky being Pinky.

Clearing her throat Twilight began "Well what Pinky said was mostly correct, these two being were part of two old and powerful races that exist in another universe, I think they came here to try and stop a Race called the Vorsoth from conquering this universe like they did with others, I think that me and the human Maria-"

"It's her sister I tell you!" Pinky exclaimed but was ignored.

"-are somehow connected to all this, and if I'm right, she would have gotten a Crimson Rose too"

She walked towards the tent flap "Come on girls, there's something you should see... There's something you should all see"

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It had lain undisturbed for more then a millennia protected by a thick asteroid field and a odd electrical storms that stopped any ship from opening a hyperspace window anywhere near.

The station had lain dormant for a long time, undiscovered and unknown, until now.

Just out of the asteroid field and a safe distance away from the station, two blue Jump points formed and out of them came the 'Excalibur' and 'Foxfire'.

The station waited patiently for them to come... It had waited for this moment for more then a millennia, it could wait a little longer.

It was not going anywhere.

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Lucy saw the ancient station from the 'Excalibur's' bridge, Applejack and Solar Flare were standing next to her marvelling at the colossal thing. The station was as ling as two Warlocks and as wide as half of one, it was truly indescribable with its faint red pattern along its crystal like hull, it closely resembled the crystalline hull of both the 'Excalibur' and the 'Foxfire', the latter who's class had been enhanced with the armour. The station showed no sign of its age and as the two ships approached it, lights began to flicker on.

"Any life signs?" Carter asked not expecting there to be any.

"No Colonel it seems to be automated" the sensor officer reported "Power to life-support and other systems came online as soo-" the man stopped as something came up on his screen "We're receiving a message from the station"
Carter looked at the man in surprise "I thought you said there were no life signs" she said.
"There aren't any, the message is landing instructions and a message for you, name and all" the man put it up on the monitor. [Colonel carter and the chosen may bring anyone they wish]

Carter and Lucy shared a glance "Did the 'Foxfire' Get a similar message?" Carter asked. "Yes Sir, Colonel Naomi is asked what to do"

The Colonel thought about it a second "Tell her to beam over here and we'll take a Jumper" the officer nodded and sent the message as Carter mentioned for them to follow "We'll be take a squad of marines just in case" she told her first officer as she left "And launch Delta squadron!" she called as she left.

In the hanger they found the commanding officer of the 'Foxfire' waiting for them by the Puddle Jumper with a team of Marines. The woman was a short caucasian woman with short brown hair and blown hair, her face bore some small stiches that she had probably gotten from the battle. She stood to attention as Carter Lucy and her pony companion's walked over "Colonel Carter Sir!"
Carter saluted back "you don't have to call me that Colonel" the new Colonel didn't have a first name so she was always called by her first name "we're the same rank"
"I know Colonel" Naomi said who was still not use to being called by that tital "But you are the superior here and I don't think I've earned that title or my ship, the 'Foxfire' was always Hank's ship"

"I'm sure the Colonel would be proud to see his ship in the hands of a capable commander" Carter said as they boarded the Jumper "An your crew approve of you"

Naomi nodded but said nothing as the ramp of the Jumper rose and closed, Carter took front passenger seat while Lucy, Applejack and Flare sat in the back, the Jumper took off and passed through the open hanger door and into space, the 'Excalibur' had brought itself up along side of the station so it wasn't a long trip to the front of the station where the Docking bay doors lay open and landing lights marked their path.

Slowly and silently they enters the station who's name had long been forgotten.

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They left the docking bay holding area with the marines leading the way, as they went lights and monitors came alive from their long period of inactivity, everything was well preserved and before them lay the highest and longest hallway Lucy had ever seen, ut must have gone the length of the station which in itself was almost four miles long if Colonel Carter's estimate was correct.

"Colonels! This console is doing something" one of the marines called out. The console in question was bringing up a map of the station first highlighting fifteen dots which represented them and the Marines, the console then drew a line through the map through one of the side corridors and into a large chamber "I guess it wants us to go there" Carter said.

"Colonel Permission to take some of my men and head to where I think the station's CnC is" the Marine's leader asked. "Go on ahead Sargent" Carter said "but leave two men with us, I doubt we'll need them but just in case."

They after going their separate ways Lucy's group heading to where the station told them to go, the place was remarkably well preserved and looked like it had only been built yesterday instead of thousands of years ago, the station shared alot of similarity's with the 'Excalibur' and Lucy guessed the 'Foxfire' too, Lucy already knew that both ship classes had been originally found in the shapes of the 'Warlock' and the 'Essex' as well as the knowledge of how to build them, Humanity had been quick to build a number of Hyperion's and now the warlocks too and the ships were quickly joining the ranks of other mainstream human capital ships like the 304s and the 305 but not replacing them, by the looked of this station it was built at the same time and had the same theme of the two ship classes.

After a few minutes of walking they reached chamber that had been indicated, Lucy had summoned her shadow scythe just incase something bad waited for them, but the room was empty and dark except for a pedestal at the center which was basked in a pillar of light.
An indent the exact shape of the Crimson Rose, Lucy didn't need a giant sign to say what she had to do. She shot the Colonel a questioning glance as if to ask weather she should do it.
"It's why were here" Carter told her " go on ahead"

Slowly Lucy removed the necklace from her neck and slowly stepped towards the pedestal, and with a nervous sigh lined up the jem and....

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"Wow!" The girls exclaimed as they saw what had been excavated, there were still a number of changelings and ponies at work uncovering the burred ruins.
The ruins itself was made out of crystal and twisted metal but time and being burred for thousands of years had made it loom like stone.
Twilight smiled as she saw their reactions, she had been the same when the excavation teams had shown it to her Yesterday "This is only a small fraction of this" she said as she lead them through the ruins.

"What is this meant to be?" Rarity asked as she watched a group of changelings carrying off a large bolder "Some sort of ancient city?"

"Your right that it is Ancient-" Twilight told the fashionesta "but it isn't a city" she turned to her assistant "Spike do you remember me telling you about the Retribution?" she asked the baby dragon.
"Sure I do Twilight, we were going to go look for it but things got too hectic, what's that go to do..." he trailed off as he got what the lavender mare was getting at "No way..."

"What are you saying Twilight" Rainbow Dash started "That some spaceship has been just sitting under Manhatten for a long time?"

"Probably longer" Twilight summarised as they came up to two large metal doors, standing in front of them waiting was Queen Chrysalis herself with two of her changelings flanking her "Princess Sparkle, I thought I'd come and see what my drones have been helping to uncover" Chrysalis said as they approached.

"I was going to inform you of this discovery once I contacted my friend's Chrysalis" Twilight said in respect "but as you can see, they are already here, come let us go inside" Chrysalis nodded and mentioned for her drones to open the doors.
Within was a large chamber what's only defining feature was a pedestal that lay dead center of the chamber, as they drew closer they noticed that the pedestal had a indent of a rose, the same of rose as the Jem rose Twilight wore around her neck.

slowly Twilight stepped up to the pedestals. And reomoved her necklace "Twilight are you sure you should be doing that?" Rainbow Dash asked "What if it's booby trapped?"
"Yea what if it makes a really big boom!?" Pinky Pie exclaimed alittle too loudly "I'm too pink to die!"
"I have to agree with your two friends on this Twilight" Chrysalis said to Twilight but not taking any action "We don't know what might happen"

"I know what I'm doing" Twilight said with a annoyed tone as she placed the Crimson Rose onto the pedestal and stepped back and waited.... aaaaand waited.......... aaaaand waited.....
"You want a coffee reader?" Pinky as- HEY WAIT! Pinky Pie don't break the fourth wall!
"Ohhh but it's fun" Pinky said with a smile.
4th wall breaking aside....

"Maybe it's broken?" Rainbow Dash asked, not seeming to notice her friend talking someone who wasn't there.
"Maybe you need to turn it off and on again" Rarity suggested.

"How abou-"

A bright light filled the room and blinded it's ocupents.

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As soon as Lucy placed the Crimson Rose onto the pedestal the darkroom was with a bright, blinding and disoriantating light. She heard everyone cry out in both pain and alarm and Lucy herself stumbled back in surprise.
As the light dissipated Lucy's vision was left blurred and she had to blink furiously to clear it up, sometimes it sucked to have enhanced vision.
"Uhhh What was that?" Lucy blinked a few times to make sure she wasn't seeing things, another pedestal had appeared with another Crimson Rose, Princess Twilight Sparkle and 8 other ponies (Though 4 of which weren't ponies) stood as stunned as they were.

"Applejack, Solar Flare? How did..." Twilight looked around and saw that she wasn't where she was moments ago "How did we get here? Are we on Earth?"
"Ehnope" Applejack told her friend "We're on a space station in the middle of no were" she told Twilight before a pink blue knocked her to the ground, Pinky Pie gave her friend a fond hug "Applejack!"

The two Colonels and their marine escort stood there speechless at the apperance of more cute techno coloured ponies, Carter finaly broke that by asking "Princess I don't mean to be frank but how did you manage to get here?"

Lucy who was retrieving her Crimson Rose watched the purple princess pick up the other one and place it around her neck "I was hoping you could tell me Ms...."

"Colonel Carter" Carter clearifide "of the 'Excalibur', this is Colonel Naomi of the 'Foxfire', the one with the Rose around her neck is Lucy Santiago"

Twilight looked Lucy up and down "So your Maria's sister? Celestia told me you were part wolf but I thought she was joking" the princess shook her head and got back on topic "These are my friends Rainbow Dash-"
"Sup!" The rainbow maned Pegasus greeted.
"Rarity and Fluttershy-"
"Good day Darlings" the white unicorn said with the shy yellow Pegasus mumbling hello "my assistant Spike" the baby dragon waved nervously "And Queen Chrysalis of the changelings and her drones" the Changeling Queen nodded cautiously.

"Now that we've got introductions out of the way..." Lucy began getting the attention of everyone in the room "We had better figureout how six ponies, one dragon and three changelings were transported lightyears from home and how you have a second Crimson Rose"

"I may be able to explain that..."

They all turned to find a old stallion waring a star patterned cloak and a matching wizards hat. Lucy heard Twilight, Solar Flar and Chrysalis gasp in surprise.
"B-But that's impossible... Your dead!"

The old stallion chuckled "And yet... Here I stand"

"Twilight? Who is he?" Rarity asked.

"Everyone... Say hello to Starswirl the Bearded" Twilight introduced with unbelieving eyes "My great and thensome grandfather "

Starswirl smiled warmly as he stood beside the to pedestals "So Celestia told you then?" he asked Twilight "Good, now if you would all calm down I will explain why you are all here"

After every one had calmed down and gathers around he began "As my granddaughter has said, Starswirl died many years ago, I am nearly a shadow of him, left for all of you" he began to walk amongst them "Fate has brought you all here, all of you have a important part to play in the coming conflict and in order for this to happen... You must learn"

"Conflict? You mean with the Vorsoth don't you" Carter asked.

"Yes, many thousands of years ago, we ponies walked the stars..." the room suddenly disappeared and was replaced with space and stars, everyone was surprised but realised that it was only a illusion since they felt the ground under their feet, a large blue earthlike planet was to above them and great ships passed over them "The Ancients never created us as it had come to be known today, we were once a great solar empire that spread across the galexy to bring harmony across the stars, many of the races that we met believed we were gods and after a while... We believed it ourselves, our pride had blinded us. You humans have a saying... Pride go's before the fall... And our pride was our undoing"

The illusion changed to three or four large ships exiting hyperspace windows and a approached a large gatelike structure that was surrounded by a number of smaller pony craft "We build a gateway to a universe. One that was full of chaos and strife, we had intended to cleanse this universe and bring it harmony, we were so concerned with getting in, that we didn't consider what horror we would be letting in"

The next scene was if utter horror, it was a massive battle between the Vorsoth and the pony empire, a battle the the ponies were losing. The massive fleet of the ponies was being reduced to broken wrecks and death while the even bigger bio-ship fleet of the Vorsoth advanced rained death and fire upon their enemys.

"the Ancients who had just returned from Pegasus joined the fight and with their help we pushed back for a time..."

A small force of Aroara battleships joined the fight and with their help the pony warships pushed back against the Vorsoth fleet destroying many ships.

"but even with their help we both were losing"

"We were still too drained from our fight with the Wraith-" A man appeared behind Naomi making her jump, he was obviously and Ancient by the way he was dressed "And even though we were able to rebuild our forces quickly we were still outmatched, but still our Pony allies fought" he said "The Ponies, I think, knew they were doomed. Where another race would surrender to despair, the Ponies fought back with greater strength"
The scene shifted to a single pony warship and a squadron of fighter advancing upon a fleet of 50 Vorsoth Capital ships, the Ponies came at them with guns blazing only for them to be gunned down in mear seconds.
"They made the Vorsoth fight for every inch of space"
Once again the scene shifted this time to another fleet engagement. A pony ship that was on fire and barely holding together was speeding towards a Vorsoth Destroyer at top speed and before their eyes the Warship rammed the Destroyer broadside and destroyed both ships.
"In my life, I have never seen anything like it; They would weep, they would pray, they would say goodbye to their loved ones, and then throw themselves without fear or hesitation at the very face of death itself, never surrendering. No one who saw them fighting against the inevitable could help but be moved to tears by their courage. Their stubborn nobility"
The Scene changed not to a space battle but one in charred ground as a Hellspawn struggled with a Stallion.
"When they ran out of ships, they used guns, when they ran out guns they used knives and sticks and bare hooves. They were magnificent" the stallion was stabbed through the chest, the Hellspawn threw him away with a sickening roar, his landed at Lucy's feet and she watched as the life drained from his eyes "I only hope that when it was my time, I died with half as much dignity as I saw in their eyes in the end. They did this for two years.... they never ran out of courage.... but in the end, they ran out of time"

The Ancient disappeared leaving Starswirl to continue the story.
"A last stand was declared at Equestria itself, a line in the sand if you will, we had nowhere to run.... nowhere to hide, we were doomed but we were going to make the Vorsoth PAY for every life they took"

The scene changed to a truly awe inspiring sight, before Equestria was thousands upon thousands of ships... So many that you could barely see the planet or the moon, not all of them were war ships, some were transports or mining vessels, this was really a final stand.

"As we stared into the jaws of death itself... Something came to light our darkest hour..."

Author's Note

If anyone can name the speech I used in the last bit leave it in the comments and they will get a muffin.

that aside, this is my longest chapter ever