DISCLAIMER: I don’t own shit. MLP is the property of Hasbro. Most of the fallowing characters were created for the purpose of a fan based project. This is not canon with the show hence the term fan-fiction. Please support the original show and the upcoming fan made project The Wings of Equestria.

70 years after the Royal Wedding of Princess Cadence and Shining Armor the Changeling Queen Chrysalis has taken over Equestria. Technology has seen a rise as planes, cars, guns and many other advancements have been created. The Changeling used this tech and some of there own in the take over, The leading Princesses are now were to be found and a presumed to be dead. The Elments of Harmony haven’t been seen or used for years. Some cities remain strong and fight the Changlings, however the economy is unstable, many ponies have resorted to crime. A pegasus by the name of Dark Star has assembled a rag-tag team known as the Wings of Equestria to fight the Changelings and free Equestria. This is the story of one of those ponies. Before he was a soldier he was a thief, living life on the edge and stealing to survive in a harsh world.

Chapter One

Humble Beginnings

Hello my name is Mist and I am a thief. If you haven’t already seen my wanted poster I am a young male earth pony, black fur, purplish blue mane, and a knife with a lock pick crossing over it as my mark. Of course you probably won’t see that because it will be covered by my signature purple over coat. Now I may appear earth pony but I was born a pegasus.

You see I was born into a farming family as a pegasus. I was the first born. Then a year later my brother was born, every pony thought he was older than me because he was bigger and stronger. We lived a simple life and over time our family grew, but one day a tyrant unicorn came and enslaved us. He used some dark magic spell to remove the my wings, and the rest of my family’s wings. This way we couldn’t fly away. We were moved to some were along the Equestria borders. The large cities chose not to help with the slavery matter, according to them they needed to focus on the Changelings, I say there selfish bastards. We were aloud to mingle in our slave community and there fore we could reproduce, thus my family grew, of course they were forced to work as well. Almost every night the guards would get drunk and burn our crops then get mad at us for not having enough crops. They would also rape the mares.
One night the captain of their guard, a unicorn by the name of Dark Suppression who also happened to be the slave master’s son tried to have his way with my mother. My father defended her and as a result he was taken away, before he left he gave me his knife. He said “Son take this knife, and do what you must.” I never saw my father again. That night I talked to the second oldest son and my closest brother. I told him I was going to kill the master, I told him to get the slaves and run, I told him to watch after the family.

That night I took the knife and slit the masters throat in his sleep, I stole the masters stash of money and freed the slaves, I gave them the money and ran in a separate direction, I knew they would hunt me. Dark Suppression vowed to kill me and thus we became mortal enemies, he took my father from me and I took his father from him. I ran away to a nearby city, there I took up thieving. Being a slave you don’t really get time to find yourself so a month later I received my mark. I learned I was gifted in thieving and stealth. I was only 15, that’s right I killed my first stallion at age 15. I did what I must and I still have the knife to prove it.
So now I am on the run. Living in the shadows. I have been at this game for so long now. When I’m not stealing I’m getting drunk or having a one night stand with some mare I met at the bar. But just because I am a thief doesn’t mean I’m bad. I don’t steel from the poor, weak or ill. I don’t mug, murder, or rape. I only steal from the wealthy, the greedy, and the corrupt.

As you may have imagined I have many enemies, let me name a few. The mafia, Dark Suppression, assassins, bounty hunters, guards, gang members, an ancient cult of thief hunters, and the occasional crazy ex-mare friend. The Changeling war really hasn’t hurt me and I have no interest in fighting, after all those bastard Equestrian soldiers never did shit for me. My only friends are my contacts, myself, my revolver, my knife and of course Night Shadow. For those of you who don’t know Night Shadow was the first thief, and considered the king of thieves. His teachings tell us to never steal from the poor, ill, or weak and instead steal from the rich, corrupt and greedy. He was actually considered royalty and he was an alicorn. According to historical documents he was supposed to be wed to Princess Luna, however there was an attempt on Luna’s life and he died protecting her. Us true thieves respect the teachings of Night Shadow and the Night created by Luna. Sadly only a few thieves fallow the code these days. Despite what you may have heard us thieves do have honor. Those who have honor are respected. Some were given shrines that were soon lost to the ages. Temples for thieves to hide are scattered across the land, sadly most are now rumble. Today us thieves hide in safe houses created by an underground organization known as The Snake Way, it is a collection of safe houses were thieves can rest, drink, and trade. Being a thief is not easy. Unless you know how to do it.

“Get Him!” Yelled a guard.
“Oh shit.” I say to myself. I run as the guards chase me through several abandoned building. I ran to the roof top of one of the buildings with the guards hot on my tail. I reached the edge and jumped to the roof of another building. This did not shake the guards. I did this a few more times and still didn’t shake the guards. The next gap was too large to jump. The guards stopped behind me.
“Okay we got you now scum.” Said a guard as he pointed his gun at me.
“Oh do you now?” I reply with a smile as I jump off the building. My body falls into a open dumpster below. Unfortunately the ground was at a vertical slant and me landing on the dumpster caused the wheels to star moving. It wasn’t so bad until I rolled into the friggen street going downhill. I moved my body to control the dumpster’s movements just avoiding oncoming cars.
“Ass hole” Yelled one of the drivers. I go downhill some more and I gain speed as I approach some train tracks. This would not be so bad if the train wasn’t coming. I had no choice, I either speed up and hope I live, or jump out going at high speeds and hope I live. It was a split second decision. I focused all my wait on the front of the dumpster and I gain speed. I smash through the gate and make just before the train passed through. I continued to go down when I notice a road block set up by the guards. I was heading towards the docks. I made another quick decision by leaning to the right forcing the dumpster to head towards a service ramp. The dumpster goes up the ramp and I catch air flying over the road block. I could’ve sworn I heard some of the guards whisper the word “Damn.” I fly into the bay falling out my noble dumpster and landing safely in the water.

I swim to an area away from the docks on a secluded beach. I get out of the water and see a three hooded ponies with guns pointed at me. I simply stare at them blankly.
“You know” said one of them as he removed the hood to reveal himself as a yellow blue mane earth pony. “we really shouldn’t let you swim in the ocean, you might pollute the water.”
“Shut up Sand Trotter.” I reply.
“So how are you enjoying Mareami?”
“Nice place, love the beach, the locals are so friendly, one even bothered to call me asshole, hey do you know where I can…”
“Get a drink?
“You read my mind.”
We hopped in a van and drove to one of the safe houses. After a few minutes of driving we arrived at the safe house. We walked up to the door and Sand Trotter knocked.
“What’s the password?” Asked the Pony behind the door.
“Yo Mama.” Replied Sand Trotter.
“Enjoy your stay.”
The door opened and we went inside, I made my way to the bar with Sand Trotter. Sand Trotter is one of my contacts, he is the stallion you talk to if you want to smuggle something along the cost.
“So do you have it?” He asked
“ Yup.” I reply as I hand him a small bag. He opened the bag and pulled out a golden gun cartridge, inside were golden bullets, I believe about 15 were in there.
“Only one cartridge?”
“ Well its’ not exactly easy stealing from a rich pony who carries a gun with him, your lucky I didn’t just bring one bullet but be my guest, go over there and steal it yourself.”
“ Okay fine” Sand Trotter gave me a bag of bits.
“ Thank you.”
“Just shut up and drink.”
I reach in and pull to bits out of the bag and place them on the counter.
“One Pegasus Feather beer f24.”
A moment later my drink arrives in a glass bottle. Pegasus Feather Beer is one of the strongest and best tasting beer in Equestria. I am only drinking formula 24 a weak version that pretty much anypony can handle. Not to say I can’t handle tough drinks. I just feel like relaxing, for now anyways. Pegasus Feather actually created a drink so strong it was made illegal in most of Equestria. They called it Formula 0. The strongest legal one is called Formula 55. The numbers are random have nothing to do with how strong they are, or example Formula 4 is stronger than Formula 17 but weaker than Formula 12. My personal Favorite is a tie between Pegasus Feather Classic aka Formula 1 because of its flavor and simplicity and Formula 25 because it is strong and has incredible taste.
The T.V was turned on and a commercial began to play. Images of soldiers preparing for battle were shown, and then a male announcer began to speak.

“Equestria plunged into turmoil, the changelings have taken over. They continue to take city after city in there conquest. Lead by their queen they will stop at nothing to take over. But fear not, brave stallions and mares are signing up to join the fight for freedom. They will never rest until Equestria is free of the bug menace. You can be one of these heroes. You can be a freedom fighter. So enlist today and help make Equestria a better place.”
“ Are you thinking about joining up” Asked the bar tender
“ Fuck that shit.” I reply.
“ What’s your problem with freedom?”
“ I don’t have a problem with freedom I have a problem with the military, if you can even call the a military.”
“ Why is that?”
“Because.” I said as I stood up. “I was a for the majority of fucking my child hood, and the fucking military didn’t do shit to free us, they just let us stay there. We have had soldiers visit our slave villages on their way to missions or to bang some military nurses, all they said was they were sorry we had to go through this but the war makes it hard. The fucking bugs weren’t even a big threat back then. they could’ve done something but they just didn’t fucking care.”
“ You can’t be mad at them, if anything it’s the Changeling’s fault for starting this war. The soldiers are just doing their job protecting Equestria.”
I then grab him by his mane and pull him down. “ Well they are doing a pretty fucking shitty job if you ask me.” I let him go and pushed him away. “ I need another fucking drink.”
Sand Trotter put his hoof on my shoulder.
“ The war has been hard on all of us” he said. “Security has doubled and it has been harder to smuggle goods along the cost.”
“The war has been hard” I reply. “ To some more than others.”

After a few more drinks I was shown to a room and I went to sleep. I did not sleep well that night as I had nightmares of my slave life. This isn’t new. I feel like I’m cursed to relive these damn memories. Memories of blood, terror, and death. I see ponies being forced to work. I see them being beaten by the overseers, and I see the slave masters body lying dead thanks to me. I feel so lost and so confused. Why do these damn memories keep coming back, I feel I’m missing something. Then I remember , I remember the face of Dark Suppression. I remember that he wants me dead, and I remember that I feel the same way towards him, almost every night I am plagued by these dreams.
The next take I awake bright and early at exactly 11:00 A.M sharp. I go down into the main room. I see Sand Trotter sitting at a table. I sit next to him and we engage in a conversation about mares. This went on for about ten minutes. Later there was a knock at the door.
“ What’s the Password?” Asked the door pony.
Suddenly the door exploded and knocked the door pony back killing him in the process. Several ponies in orange cloaks and hood came in firing guns.
“ Oh shit!” Yelled Sand Trooter. “ Guardians of Order!”
This is not good. The Guardians of Order are an ancient colt of thief hunters dating back to Night Shadow’s time. They will stop at nothing to kill thieves even if it means killing civilians. Us thieves and many others including guards refer to them as The False Guard. There first leader was the one who killed Night Shadow. A powerful unicorn named Black Shield. He attempted to kill Luna when she refused to tell him where her soon to be husband was. Night Shadow showed up knowing that Black Shield wants him. The two battled and Night Shadow was killed. Luna and Celestia over powered him and captured him. Normally Celestia would banish him, but she hated to see Luna heart broken and he was guilty for the murder of a royal. His punishment was the extremely rare execution. However he had many followers and thus the False Guard continues to live on hunting thieves no matter who is harmed.

I pull out my revolver and fire back flipping over a table to protect Sand Trotter and I. We exchanged fire for a while.
“ How the fuck did they find us?” I ask in a panic.
“ How the fuck should I know?” Replied Sand Trooter.
The bar tender grabbed a shotgun and killed several cultist. However he was overwhelmed and gunned down.

“ Over here boys!” Yelled a muscular male earth pony with brown fur and a greyish white mane.
We ran to his location and he took us down some stairs. In the basement he lead us to a large barrel, he removed the lid to reveal a ladder going down to the sewers.
“Go!” He yelled.
“ Who are you?” I asked
“ I’m Slippery Shank, I run, I mean ran this safe house, now go ill find another way out.”
“Okay.”
“ Fallow Sand Trotter, we will meet up on the cost line, be careful the cultist are all over the city, we must escape, good luck and may Night Shadow be with you.
And with that we entered the sewers.
Sand Trotter and I walked for a while in the sewers. We didn’t mind the smell as we were used to it. Sewer rats scurried as we walked through the dark sewers.
“ So where are we going.” I ask
“ These sewers lead to the beach, there we will walk along the cost until we reach a hidden port located in a cave, we will take a cargo ship out of here and head to Fillydelphia.” Replied Sand Trotter.
“Okay, wait a cargo ship?”
“Yeah we bought one of some pony who sells used ships, we fixed her up and now she is ours”
“Awesome.”
“Yup the SS Jerk.”
“SS Jerk”
“Yeah the pony we bought it from was a bit of a dick so we named it after him.”
“I guess that makes sense.”
After about twenty minutes of walking we arrived at a drainage system dumping out into the beach, there we met up with Slippery Shank and a few others who made it.
“This way” said Slippery Sank.
We walked for a while until we arrived at a large cliff. Slipper Shank knocked on a rock and a small section of the cliff moved revealing a hidden entrance. We all walked in to see a large cargo ship. It had the word SS Jerk written on its side. Despite having a few pieces of scrap metal she was still a beautiful vessel. He pulled a lever and a large section of the cave opened up, big enough to fit the ship through. We climbed aboard and set sail. The proud ship moved through the water slowly but surely.
We have been sailing for a while and it has gotten dark. The ship is slow and old and she has a hard time turning. Do to intense waves some of the ponies aboard have become sea sick. The ship maybe slow but the oncoming waves do no damage. The hull is strong but I don’t think it would stand a chance against a few torpedoes in it’s side.
I stood on the front deck of the ship.
“ You are still awake.” Claimed Sand Trotter as he approached me.
“Yeah.” I reply.
“So how long do you think it will be until we make it to Fillydelphia?”
“The fuck if I know. I just hope we don’t run out of food.”
“I’m feeling really uneasy man.”
“Why is that.”
“Well if memory serves correctly these are pirate waters.”
“Lovely.”
“Mist.”
“Yeah man.”
“Do you ever think of settling down, quitting thieving, meeting a mice mare and raising a family?”
“No.”
“Me neither!”
We both broke out into laughter. After a while of talking we left the deck and went to bed. I slept well. The rocking motion of the ship put me to sleep fast. Wish I could say the same for others who were vomiting excessively.

The next morning a awake to the sound of commotion on the decks. I heard some yelling. To be safe I grabbed my knife and revolver and hid them in my over coat. I looked through a small crack in the side of the ship to see several small boats and a larger boat. The boats had some rope heading to the top of our ship. I felt a presence behind me. I quickly turned around knocked the pony to the ground and pointed my gun at him.
“Wait.” He pleaded.

It was one of the other thieves aboard.
“What’s going on?” I ask as I help him up.
“Pirates have boarded us, they took Slippery Shank and most of the crew captive.”
“Is Sand Trotter Alright?”
“He is in hiding in the boiler room with the rest of the crew, he sent me to go get you.”
“Hey have we checked down here?” Said a voice.
“No, but we should.” Replied a second voice.
“ Oh shit the pirates are coming for us.” Said the thief in a panic.
“Shit, okay go to the boiler room, tell Sand Trotter I am fine, I will take care of these guys.”
The pony nodded and ran to the boiler room. I took cover behind a wall. The two pirates walked in, one was an earth the other was a unicorn.
“Nopony is here.” Said the earth pony.
“Keep looking there bound to be here somewhere.” Barked the unicorn.
“ Over here dick bags” I call out as I jump from the shadows firing a bullet and killing the earth pony.
“ Oh Fuck!” Screamed the unicorn as he charged me with a knife. I redirected his blow and forced him to a wall. He gets up and pulls out his gun firing a few shots at me but they all missed as I quickly dodged them. One of the stray bullets hit a steam valve that lead to the boiler room. Steam filled the room and we lost sight of each other. The unicorn used a spell to clear the steam away. He was pointing his gun in random directions trying to find me. I snuck up behind him with my knife and stabbed him in the spine paralyzing him, and then I snapped his neck and let his body fall to the floor. I then stare at the bodies.
“I’ll clean it up later.” I say to myself as I run to the boiler room.

I run to the boiler room but to my own horror when I get there I see pirates have taken control. I surrendered along with the rest of the crew I was forced to the top deck. We joined the rest of the hostages there. We also met the leader of the pirate gang. The sea foam green pegasus with a black mane and what appeared to be an image of a bird’s talon.
“Captain Blood Bird, here are the others.” Said one of the pirates.
“Good job.” Replied Blood Bird.
“What shall we do with them?”
“Leave them here. Let me talk to them, and who is this?” Blood Bird walked towards me. “Well I’ll be dammed it’s Mist, the greatest thief in Equestria, and I captured him.”
“I’ve been captured before, and I have escaped. I don’t see what makes you any different.” I reply.
“Mist because of you two of my colts are dead, I wanna return the favor and execute two ponies here or perhaps all of them, I tell you what if I get two volunteers I will make the rest of you slaves. So any takers?”
“I volunteer.” Said Slippery Shank. “This is my fault, I should never have gone into pirate waters.”
“So be it!” Two pirates forced Slippery Shank to the ground, another one came from behind him with a pistol.
“Remember this is all thanks to Mist!” screamed Blood Bird. “Any Last words?”
Slippery Shank hesitated and then spoke. “Suck my fucking dick you peace of shit.”
The pirate shot and the bullet pierced the back of his head leaving and exit hole in the front. His body fell to the ground.
“Bastards!” Screamed Sand Trotter as he tried to rush but was held back by some pirates.
“Who’s next?” Inquired Blood Bird.
“ Well well well, the noble Mist wishes to redeem himself. I think I wanna kill you my self.”
Two pirates tried to escort me but I shook them off.
“I can walk to my own death thank you very much.”
I walk to Blood Bird and stand face to face.
“Ready to die?” He asks.
“Fuck you.” I say as I spit in his eye, buck his lower stomach and take his gun causing him to fall to the ground. The other pirates point their guns at me. I put the gun down and Blood Bird picks it up. He forces me down.
“Normally I would ask if you have any last words but now I am just to pissed.”
“Just fucking get on with it.”
He positions the gun. Holds me down and prepares to shoot. He pulls the trigger….
But nothing happened.
“What the fuck?” I then kick back nailing him in his crotch, get up and pull out my gun that the pirates were too stupid to take from me.
“Looking for these?” I ask as I pull out several bullets from my cloak.
“But how the fuck did you?”
“When I took your gun I didn’t intend to shoot you I just wanted to steal your ammo, why didn’t you see me? One I was fast, two you had spit in your eye, three your colts were to focused on were the gun was pointing and not what was being done to the gun, and finally four….I the best damn thief in Equestria.”
“Well now you will be dead!” He got up and charged me with a knife, I tripped him then picked him up putting my gun to his throat.
“Nopony move or I kill him!”
“Ha, you think you have won. Fool! I have explosives in you engine and boiler rooms, it will either sink your ship or leave it stranded.” He used his wings to turn on his portable radio. “Blow it up fellas!”
The ship rocked as two loud booms erupted one after another. A few seconds later we could feel the ship starting to sink.
“Abandon Ship!” Yelled Sand Trotter.
I took Blood Bird and jumped onto one of the pirate boats, the main one in fact, Sand Trotter and a few other thieves joined me on the boat. The rest of the thieves jumped on another boat. The pirates divided themselves amongst three of their boats.
The pirates began to follow us. One of the boats came close to ours. Blood Bird bucked by stomach knocking the wind out of me. He spread his wings and began to fly towards the closet pirate boat. Within a moment’s notice Sand Trotter grabbed a long ranged rifle that was left on the boat, took aim and fired. The shot hit Blood Bird dead on in the back of the skull. His lifeless body spiraled towards the ocean and crashed into the water.
“That was for Slippery Shank!” Yelled Sand Trotter.
Our smaller boat formed up on us as the pirates closed in. They opened fire on us. I hit the deck for safety. I was in the middle of getting up when something caught my eye. It was an rpg and an ammo crate. I picked it up and attached the explosive.

I stood and fired at one of their boats destroying it instantly. Sand Trotter used the rifle to pick of the individual survivors. I reloaded and fired at the second boat, once again Sand Trotter picked of the survivors, and we did the same thing for the final boat.

All the pirates were dead and we were on our way.

“What next?” Asked Sand Trotter.

“Tell the other boat to match our course and speed, we are still going to Fillydelphia.” I reply.

“We have enough fuel but the food aboard will only last us about two days.”

“Then we best get going then.”

“Okay”

“Full speed ahead!”

I always wanted to say that.

To be continued……….

Author's Note

This is my first fic so go easy on me, but I will take constructive criticism.