Remember the Dawn...

Chapters

Adrift with My Thoughts
Reviving the Core
Aboard the Manehattan
Insanity on Ice
Drifting
Chip
Fire and Ice
Possession (Revised)
Ghosts Of A Past Life
Ceaseless Horror
An End, Once And For All--Part I

Adrift with My Thoughts

One day, Starblazer thought, glancing at the dull gray walls of the ship as she walked towards the bridge, I'm going to paint this ship another color. She walked steadily through the narrow hallways and squeezed her way through a door jammed open with a hairbrush. She had gotten tired of punching her code during the first week, and was still amazed that the brush had the strength to hold the door ajar.

She trotted past the cafeteria, which was where she spent most of her time. She had books and star maps that she had looked at a thousand times spread out all over the tables and desks. She had given up on trying to locate where she was exactly, but she still looked at them, just in case she missed something. She sighed as she passed through another set of doorways with no doors and found herself at the bridge.

It was a circular room with computer and console lights flashing every shade of green, blue, and red. View screens displayed diagrams of the ship with both engines glowing bright red. She glanced over at a small screen on the wall: Power Levels at 67%. She sighed, her breath floating through the air like wisps of smoke. The engines had failed at 83%, the corridor heating failed at 75%, and the bridge heating at 70%.

"Good morning ma'am." A cheerful voice rang over the intercom.

"Morning." She said. She had left out "Good" for a reason. She trotted slowly over to the captain's chair, which was located in the center of the bridge. A good spot for it too, if you didn't mind being where everypony could see you. But these days she would've given anything just to have some company. The ship could hold a comfortable ten ponies, not to mention food and supplies.

But Celestia herself had assigned this mission to Starblazer and her alone. And so here she was. Drifting through the endless void of space alone. Well, she wasn't completely alone. To ensure a safe trip, the princess had also assigned the AI Ash to her. She ran check-ups on all of the systems while Starblazer focused on the main task, which was to locate the ship Manehattan, which had left two months ago and had not been heard from since.

Starblazer now sat in the captains chair and swiveled back and forth, bored. Ash, who had just appeared on the console to the right of the chair, took notice. "Don't worry ma'am," she reassured, "I've engineered some things to do while we wait for the rescue team."

Starblazer sighed. "Let me guess," she glanced over at a wall covered in tally marks, all under Ash's name, "you want to play chess."

Ash, who had already begun to construct a holographic chess board, turned bright red and smiled. "What, chess?" She kicked the hologram aside, sending pixels flying. "Why would I want to play chess against you?"

Starblazer looked at her. "Because you always win."

Ash blushed again and laughed nervously. "I don't always win." Starblazer pointed back to the wall covered in marks, and Ash saw the blank area under Starblazer's name. She looked at it curiously. "I didn't realize we had played 47 games in just two weeks." Starblazer sighed again and got up from her seat.

"I'll be in the cafeteria if you need me." She headed out the door.

"I'll meet you there!" Ash called after her.

Starblazer sat on the cold chair and waited for Ash to make her move. They had finally agreed to play "One game and one game only" once Starblazer had put something warmer on, since the temperature had dropped a good seventeen degrees. Ash, having a similar idea, now appeared wearing a blue and green scarf draped around her neck. When Starblazer had criticized her about it, she simply responded with "If it's cold outside, put on a scarf."

Starblazer watched as Ash moved her bishop into place and moved her knight to counter, her thoughts elsewhere. She thought of her friends back in Equestria, back on solid ground. She wondered if any of them knew of what had happened. If anypony had begun to worry why she hadn't contacted them, or had even begun to think that something was wrong. She continued to ponder on this when Ash shouted suddenly. "Checkmate!" She exclaimed happily and clapped her hooves together, but Starblazer couldn't have cared less.

She got up from the table, and walked towards the door when Ash called to her. "If you're thinking of going to the shooting range ma'am," she said, "I'll gladly set up the program in advance." Starblazer nodded, then continued on her way.

When she arrived, she slipped on her black and white armor, which contrasted with her fiery orange mane and body. The helmet had a steel-blue visor that occupied most of the helmet, with a white rim circling the base. She slid it on and watch the stats flicker to life. The armor was self-recharging, which was good, seeing as her ship was slowly losing power. She revved up her rifle, a standard T-240 energy rifle, onto which she had etched two stars circling each other, one red, one blue, her cutie mark.

Ash appeared in the bottom left hand corner of her visor. "The programs all set ma'am," she reported, "whenever you're ready." Starblazer checked her rifles charge level, then nodded. Ash grinned. "Commencing countdown:3,2,1 begin." Six armored pony AI units appeared from thin air, all armed and ready. Starblazer quickly took out two of them simultaneously with head shots before the rest of them scattered. High-powered energy bolts sizzled through the cold air, which Starblazer dodged with ease. She back-flipped over a shot, landed on her hooves, located her opponent, and then returned the favor. Her shot whizzed through the air and came in contact with the AI's chest, sending pixels spiraling off in every direction. She grinned under her helmet. She may not be an excellent chess player, but she was an experienced fighter. Chess just didn't have the same adrenaline rush like combat did.

The three AIs still standing began to fight harder, but were still no match for Starblazer's speed and skill. First one fell, then another, and then finally only one AI stood. Starblazer back-flipped and knocked the weapon from it's hands. She landed, pointed the rifle at it's head, and fired. The program ended, and only she stood. She ejected the clip and slid a fresh one in.

She removed her helmet and smoothed her fiery orange mane. She panted heavily, her breath showing in the crisp air. "Very impressive ma'am," Ash complimented.

"Thanks," Starblazer said while slipping out of her armor. She set it neatly back on it's self, and walked towards the door. She stood in front of it and waited for it to slide open. Nothing happened. She knocked on it a few times, hoping to trigger something, yet the door refused to budge. "Ash," she said.

"Yes ma'am?" she replied over the intercom.

"The door's not opening."

"I can see that ma'am."

Starblazer rolled her eyes in frustration. "Why isn't it opening?" Ash appeared in front of Starblazer, flipping through the ship's stats.

"I see," she said, then minimized her screen, "the program we just completed used up fifteen percent of the ships power supply. We are now operating at fifty percent."

"Why didn't you tell me it would use so much power before we started?!" she exclaimed.

"I didn't think it would use fifteen percent to run," she defended, "normally combat programs operate at a small three percent."

Starblazer growled and cursed silently. How could she have been so stupid? Using up what little power they had left for a few minutes of fun. She turned back to the door. She looked it up and down, and tried to force it open. She planted her hind legs and pushed with her front, and eventually opened it enough for her to slip through. She exhaled and brushed herself off. Starblazer sighed. Now she was going to have to find another activity she could do to kill time.

"Ma'am," Ash spoke up.

"What is it now Ash?"

"I'm picking up a weak transmission." At this her ears perked up. She turned, trying not to let her hope rise too high.

"Can you play it?" She asked, her voice filling with excitement. Ash shook her head.

"Not here. But I can try to at the bridge." She scrolled through her screen. "Once we're there, I can try to pull power from unused rooms and devices to strengthen the signal."

Starblazer hadn't run as fast in her life as she did now. She galloped through the dim halls, through the jammed door, past the cafeteria, and finally out onto the bridge. Ash was already there, quietly mumbling to herself with stats and power levels flickering around her. Starblazer calmly sat in the captains chair, waiting eagerly for Ash to finish her work. "Alright," she finally said, "I think it'll play now." She tweaked with a few more charts, then grinned triumphantly as a roaring noise blared over the speakers. Lights flickered and consoles went dark then flashed back to life again, and Starblazer couldn't believe what she was hearing. A low static played over the intercom and in the background, a scratchy female voice spoke softly. Starblazer swiveled her chair around to face Ash.

"Can you clean it up?" she asked. Ash scrambled through her displays and shook her head.

"I'm not sure, though I might be able to if I had more power." Starblazer looked at her.

"Do it."

"I would not suggest it ma'am," Ash warned.

"And why not?" She demanded.

"If I pull any more power, we could risk losing all primary systems, including life support." Ash replied. She sighed.

"I know the risks, Ash," she glanced up at her, "but this may be our only chance of rescue." Ash thought for a moment.

"We could try to reply directly." Starblazer shook her head.

"You know as well as I do that we need a 'send to' location." she glanced up at the blaring speakers, "Without it, it would be a hit-and-miss scenario."

Ash sighed, and knowing she couldn't win this one, she agreed. "But will you at least put on your armor." she tried. "If life support fails, it'll keep you alive long enough for the rescue team to arrive. Assuming the ship doesn't implode first." She nodded and galloped off the bridge.

Starblazer returned a few minutes later, dawning her armor once more, and took her seat on the bridge. "Pulling power," Ash said while typing a command into her console, "now." Lights flickered and computer screens flashed and faded. The hull of Celestia's Sun shook violently as the generator pushed what little power it had to the bridge. Power surged through the consoles and sparks flew. Starblazer watched as the power meter display in her helmet dropped rapidly. "Power levels at forty-three percent!" Ash yelled above the noise. A console burst next to her. Shards of glass whisked through her holographic form and harmlessly bounced off Starblazer's armor.

"Signal strength at fifty-six percent!" Ash reported. More screens burst around them. "Sixty percent!" Starblazer heard a high pitched whining sound behind her and turned just in time to see a large view screen explode. She ducked as large pieces of metal and glass hurled overhead. "Signal strength at eighty-two percent!" Ash cried. She looked worriedly at her holographic console. "Energy readings spiking!" She gasped as she realized what was about to happen. "Brace yourself!" She screamed as the generator exploded. Waves of energy pulsed up through the ship, blowing gaping holes in the ships hull and flinging whatever wasn't secured. Lights exploded as Starblazer was hit with the wave. She flew from her chair and slammed into a wall.

Then the energy dispersed, and darkness filled the once lit bridge. Ash's form flickered slowly back to life, and Starblazer struggled to her hooves. The only sound on the bridge was the now-cleared message. It played like this:

"... I repeat, this is the Equestrian star ship Manehattan. Our engines have broken down permanently and we are in need of assistance. My crew and I are surviving one what little power we have have left, and our life support systems are on the brink of failing. If you're receiving this message, please hurry. We are located in what is thought to be the Phantom Zone, and we desperate need of..." the message fluttered, screeched, and then died, leaving nothing but the sound of static.

Reviving the Core

Starblazer stood in the darkness and allowed the static to fill the ship until Ash lost the signal completely, causing it to wither and die. She sighed. It felt like every battle she won was replaced by two more defeats.

"Life support systems inoperable," Ash stated, "Power levels at zero percent, though I managed to keep the artificial gravity running." She looked up. "How are you holding up ma'am?"

"I'm fine," Starblazer switched on her helmet lights and looked around. "It's the ship I'm worried about." And she was right to be worried. The explosion had blown gaping holes in the hull, and a strange ice was seeping in through them. It spread quickly, quietly, and with no mercy. Anything still holding onto precious heat was consumed as the ice made its way slowly through the ship's corridors.

"So what do we do now?" Ash asked.

"You tell me," Starblazer said, shaking her head. "because I have no idea." Ash pondered all their relevant options, and then the irrelevant ones to amuse herself, when one stuck out.

"I think I might have an idea ma'am," Ash said finally, "but it's definitely a long shot."

"Then open fire." Starblazer joked. Ash gave her a confused look.

"Excuse me?"

Starblazer rolled her eyes. This wasn't the first time that Ash didn't understand when she was playing off her words.

"Go ahead and tell me." She clarified. The look of confusion left Ash's face as she began to explain her idea.

"Since the Manehattan contacted us, I might be able to trace their signal back to the location it was sent from. But there's one minor problem," She said, looking awfully worried.

"And that would be?" Starblazer inquired.

"Even if I could trace it back to them," She continued, "there would be no way we could reach them except through a message of our own. But without power, I'd have to use my own to send it."

"Can you do it?" Starblazer asked, concerned for both her AI and the other ship. Ash shrugged her shoulders.

"I could try. But I have a limited amount of power ma'am, and I'd prefer not to use it all to send a message." Starblazer nodded in agreement. Without Ash, she would be lost and confused, and even if a rescue craft came, there would be no way to signal them. But most importantly, Ash was her friend, and she didn't want her to risk her life if she didn't have to.

"What if we restored the ship's power?" Starblazer tried. Ash just shook her head.

"Impossible. That explosion came from the generator itself, meaning that the core erupted. And without the core, there's no way we could restore power." Ash thought for a moment. "Unless you could build a temporary core." Now she had Starblazer's attention.

"Go on." She urged.

"If we could construct a temporary core," she repeated, "then, once placed in the generator, we might be able to get enough power to send a message to the Manehattan."

"Let's do it." Starblazer said determined.

"Hold on," Ash cautioned, "It's not going to be that easy. Do you even now what it would take to build a core from just the parts on this ship, assuming that they, and the generator itself, haven't been blown to pieces or fried?" Starblazer shook her head. "I didn't think so."

"So we're just going to sit here and do nothing?" Starblazer asked, trying to get Ash to at least try.

"Of course not!" Ash cried in disbelief. "You're going to build the core." Starblazer almost laughed. She knew next to nothing about star ships, let alone their generators. "And I'm going to teach you." Ash finished.

Starblazer spent the next two hours rummaging every crack, corner, and cabinet of the ship looking for the parts that Ash kindly displayed on her visor. So far she had seven circuit boards (the only ones from the bridge that hadn't been fried), a few metal plates (also from the bridge), and a hoof full of wires. She sprawled them out over a table and waited for Ash's approval. To Starblazer it looked like a pile of junk, but to Ash, oh she could already see the core coming together, if only she had hooves to build it with herself.

She guided Starblazer through each step carefully, making a great effort to describe each one in superb detail. And in no time at all (it was actually about an hour and a half), Starblazer had turned the junk pile into a sophisticated power source. She still had no idea of how she had pulled it off, but with Ash by her side, apparently anything was possible.

Starblazer admired her creation, how the wires connected each circuit board to the next, and listened to the soft humming. "Now what?"

"Now," Ash said, sounding very pleased with herself, "we get to put the core into the generator."

"Let me guess," Starblazer said, remembering how difficult it had been to assemble the device. "it's not going to be that easy."

"Not at all." Ash replied, surprisingly cheerfully.

"Great," Starblazer muttered.

The generator loomed before Starblazer, a silent, hollow form, and awaited her orders from Ash, who was still beholding the core as though she had assembled it herself. "Isn't it just magnificent?" She asked, joy flooding her voice like a filly on Hearth's Warming Eve. "Isn't it just amazing how something so simple and small can hold such tremendous power." Starblazer couldn't disagree. It was truly a feat worthy of celebration, though she was completely honest with herself in that she just wanted to get this over with. She always loved a good challenge, but she was still exhausted and just wanted to sleep. "So where do we start?" Starblazer asked, interrupting Ash's state of awe and her own thoughts of sleep.

"We need to go to the engine room," Ash stated, still somewhat caught in a trance. Starblazer rolled her eyes and face hoofed. "Is something wrong ma'am?" she asked, and then looked around. "Oh," she said, turning a bright red.

"Yeah," Starblazer remarked, "way ahead of you on that part."

"What we need to do now," Ash said, recomposing herself and returning to her normal shade of blue, "is remove what's left of the old core, and then attach the new core in it's place."

"It's that simple?" Starblazer asked surprised.

"Well, in a sense ma'am, yes." Ash replied, pulling up her data screens.

"'In a sense'?" Starblazer asked, partially out of disbelief. There was no way it could really be that easy.

"In means 'in a way' ma'am." Ash answered.

"I know what in means Ash," she said, growing frustrated.

"Then why did you ask?" Ash implied. Starblazer could think of a few ways to answer, but then decided to drop the subject all together. They were wasting time arguing over nothing, and had to get the power back as soon as possible.

"Forget it," she said, "just tell me what needs to be done." Ash scrolled through holographic charts of data to an image of the generator, which she then projected before her. The image fluttered, then expanded to an exploded view of the interior. Starblazer noted the access chambers and hatches, knowing she'd probably need them later.

"This is where the core should be," Ash gestured to a hollow space towards the center of the generator. "You have to enter through the service hatch, and then make your way up to here." A red line traced it's way up the hologram as a visual reference. "Once you enter through the second hatch, you'll want to watch for any dislodged wires or debris. And when you reach the center," The red line continued on, "You'll have to remove the old core and connect the new one."

"We've established that part already," Starblazer commented, "what I need to know is how."

"How is relatively simple: first you have to disconnect the wires still attached to the old core without destroying them, make sure no power is still running through them, and then connect the new core. Once it is connected, I'll begin a thirty-second countdown. And once it's complete, we'll have power again." She smiled at Starblazer, who still was confused about one thing.

"How do I do all this?" She asked plainly.

"Now that's the simple part," Ash gleamed, "You'll do it with this." She pointed to a compartment next to her. Starblazer trotted over and opened it. Inside lay a small metal tool with a claw on the end. She pulled it out and examined the strange tool. On the side there was a button, and when she pressed it, the tool extended and hummed quietly.

"What is this for again?" Starblazer asked.

"For disconnected the wires ma'am," Ash stated plainly, "just in case there's any power still flowing through."

"Got it." She nodded, clipping the tool just above her left hoof armor. She checked to make sure the core was secured tightly to her side, then walked cautiously towards the generator. It towered over her by a good ten feet, and was completely silent. She slide under and found the access hatch. She clicked off the lock and shoved it open. She climbed up into the narrow space, and looked at the generator's layout that was displayed on her visor. She was two levels below her destination. She climbed quickly up the ladder and arriving on the first level, got her first glimpse at what had happened. While on the outside the generator appeared unscathed, the inside looked like a tornado had whipped through.

Wires hung lifelessly out of the walls, still connected, and their metal covers lay dented in the passageway. A smell of hot metal hit Starblazer, and she had to turn her lights up as high as they could go to see through the dense smoke. She moved carefully on, avoiding any wires and electronics she came across, although the halls were narrow and cramped with debris, and arrived at a second ladder. She climbed swiftly up it, glad that it had survived the explosion, and came to an access hatch. She tried the lock, but it held fast.

"Ash," she stated calmly, "I've got a bit of a problem."

"And what's that ma'am?" Ash replied.

"I've got a jammed hatch."

"Try the tool." She said.

"I thought you said it was for removing wires?" Starblazer asked.

"Just try it ma'am." Ash said sternly. Doubt formed in Starblazer's mind.

"Alright then," She said, powering up the tool. She latched the claw onto the handle, then watched in amazement as the claw tightened and turned, and the door opened with a satisfying POP!

"How did you..."

"Technology," Ash interrupted, "is amazing even in simplest form." Even though this didn't answer her question, Starblazer decided she wasn't going to get any answers soon, so clicked off the tool and entered the passage. She sidestepped behind some debris and was about to duck under a conduit when her hoof slipped. She yelped and wrapped her hooves around it to prevent herself from spiraling to the floor below. She quickly regained herself and hauled herself up. When she was safely up, she allowed herself a moment to rest. This passage was worse than she had expected, but she had to keep going. She slowly made her way through, and finally made it to the end. She stepped over a ladder-like piece of debris and walked towards the wall where a ladder was supposed to be. She tilted her head and looked up the empty space and saw the access hatch at the top. She was definitely at the right place, but without the ladder, she would never reach the core. And that's when two things came together in Starblazer's head: the ladder-like debris was the ladder, and without it, there was no way to replace the core, let alone get to it. Or was there? Starblazer thought for a moment, then decided there was no other choice. She checked the core, making sure it was tightly secured, and tightened the tool around her wrist. She reared up and planted her front hooves against the wall and magnetized them to it with a loud CLUNK! She then swung her rear legs over, and after two more CLUNKS, began making her way up the wall. At first she went slowly, moving one leg at a time, but as she went on, she got the hang of it and soon found herself at the hatch. She clicked the lock and pushed the heavy hatch open with ease.

She stepped quickly over the lip and found herself face-to-face with the core. Remember Ash's warning, she flicked out the tool and tested the wires for power. The claw closed around the wire, blinked blue for a few seconds, and then flashed green. She assumed that meant there was no power and pulled the wire slowly out. After she had disconnected the last few wires and removed the old core, Starblazer took out the new core and began hooking up the wires based on the diagram Ash so kindly displayed on her visor. It was strange how quiet Ash had been during her trip, and Starblazer couldn't help but feel a little concerned. She didn't know how to strike up a conversation without it seeming awkward, so she continued to work in silence.

She kept plugging wires as directed, and began to feel that this was taking way too long when a sudden flash of light startled her.

"That's the last one ma'am." Ash said, breaking the silence, "Nice work."

"Thanks." Starblazer said, exhaling.

"Commencing countdown to power reboot in 3, 2, wait," Ash said, interrupting her own countdown.

"What is it Ash?" Starblazer asked, concern starting to build inside her.

"No, no, no!" Ash cried, "Starblazer get out of there! The cores going to reboot automatically!" Starblazer didn't need to be warned twice. She turned and headed for the exit when the core pulsed and sent her sprawling down the empty ladder way. She collided with the floor and rolled through the hole, this time unable to grab the conduit. She free-fell towards the first level and smashed into a pile of debris.

"Starblazer!" Ash gasped, "Are you alright?" Starblazer got to her hooves and shook her head to clear the stars. She never answered Ash's question and continued towards the ladder when another pulse shook the ladder from it's hinges. Starblazer didn't waste and second and flung herself towards the wall and magnetized her right hoof loosely to the wall and began sliding down. She demagnetized as she came to the ground and rolled out from underneath the generator as the core strengthen to full power and light returned to the ship.

"You alright ma'am?" Ash asked again.

"Yeah," Starblazer panted, "We should probably send a message to Manehattan now that we have power."

"Already on it ma'am," Ash smiled, "see you at the bridge." She faded and Starblazer removed her helmet and exhaled. Almost there, she thought. Soon this nightmare would be over and both she and Ash could go home.

She made her way quickly to the bridge, and arrived as Ash finished composing their message.

"All finished and ready to send ma'am," Ash updated, "shall I?"

"Please do." Starblazer replied almost immediately upon hearing the question. She sat back in the officers chair and admired the markings that the core had left on her armor. They crossed and spiraled randomly across her helmet, yet symmetrically on both sides. She examined the rest of her armor and discovered the same was true. But she didn't care. She set her helmet aside and leaned back. Starblazer closed her eyes and relaxed. Everything had worked out just as they had planned, and now it looked as though nothing could go wrong. Nothing at all.

But deep within the corridors of Celestia's Sun, the ice had grown, and it hungered for more than just the power that had returned. It hungered for something stronger, a host perhaps, and decided that this second pony would work out nicely.

Aboard the Manehattan

The Manehattan drifted silently through space. No light emitted from the corridors or the bridge, and it was mostly covered in a dark ice. The ice was an unrelenting foe, constantly consuming everything and everyone it touched. Captain Velvet sat alone on the bridge, using her magic to keep herself from freezing. She shivered as she listened to her distress call play over and over again, never ceasing to break the silence. She had considered turning it off several times before, but now it was her only company. Her crew had all but been consumed by the ice, transformed into horrific sculptures of what had once been her friends.

"Velvet," a voice cackled from the dark, "Velvet."

"No!" she cried, "I already told you no!" She expanded her magic and formed a protective barrier around herself.

"Why did you disobey me?" It hissed. Ice crept up around the edges of her magic, cracking and writhing with shadow. "Why did you send a distress signal?" A bulbous form of ice grew slowly before her eyes. Shadow swirled in its hollow form and constructed a grim face, not the face of a pony, but of a nightmarish being.

"Because I want to go home!" she sobbed, looking away from the monstrosity that had formed before her, "I just want to go home."

"But Velvet," it said, almost disappointed, "You are home."

"I mean home." she said again, "My home in Ponyville."

"This is your home now!" The being roared, "And you cannot leave!" It rammed into the barrier, causing it to flash. Velvet struggled to keep it steady, but as it rammed it again, it faded. "You are MINE!" It hissed, "You won't leave! None of you will leave me!" It rose up and extended its icy tentacles. Velvet struggled to her hooves and tried to escape, but the creature already had her in it's frozen grasp. It whipped her up and dangled her in front of it's icy fangs. "You will be here forever!"

Ice began creeping up her legs when a sudden noise blared across the bridge. The creature released it's grip on her and retreated back into the depths of the ship, shrieking horrifically. Velvet rushed over to the speaker and brushed the muffling ice off it. What she heard filled her heart with hope.

"This is the AI Ash of Celestia's Sun. We have received your distress signal and are attempting to locate your vessel, though our engines have failed. We will contact you once we are within visual range. I repeat, this is the AI Ash of..."

Velvet leaned back against the wall. She couldn't believe it; someone had actually gotten her message. And now they were trying to save her! She felt a sense of relief wash over her as the ice slowly retracted from the bridge.

For deep within the recesses of the Manehattan, the being had formed a plot, one more sinister than tormenting the poor mare to death. It cackled cruelly to itself, for this AI was just what it needed.

Insanity on Ice

Starblazer sat on her bed, her hoof to her chin in deep thought. The message she had sent had told the Manehattan that they were trying to locate them, which was true, but they still had no way of physically reaching them. Ash worked nonstop tracing and retracing the signal, and Starblazer had tried to fix the engines, but all she had managed to do was bust a wrench. She had given up on them, though they still needed a way to reach the Manehattan. She thought and thought and just when she almost had something, Ash shattered her thoughts. "I think I've located them ma'am."

Starblazer sighed and rose from her bed. She trotted sleepily through the dim lit halls, past the jammed door, and into the cafeteria. She sat at the nearest table and rubbed her eyes. It had been three days since she had gotten any sleep. Ash took notice and stated calmly "There'll be plenty of time to rest later ma'am."

"Right," she yawned, "You said you found them?"

"Yes," Ash said pulling up a star map, "I located them by tracing their signal, and it led me to a region known as 'The Phantom Zone'. Now I think you'll find the history of this region quite intriguing," She projected a map onto the table and looked up at Starblazer, who was now fast asleep. Ash let out a long sigh as she squatted the map, sending pixels flying and made her way out, turning off the lights as she went.

Starblazer stood in a dark hallway. She looked around, but all she could see was darkness. She held her hoof in front of her face. Nope, she thought, not there. A sudden light startled her, and she turned to see a door opening briefly and a shadowed figure step through. Curious, Starblazer followed the figure. She snuck past the door, and continued after. She trotted up and down hallways, going as quickly and quietly as she could, yet she could not catch up. The other pony suddenly halted and Starblazer quickly hid herself behind the nearest corner.

Starblazer, an unfamiliar voice rang through her head, where are you?

I'm over here! Her thoughts screamed in reply. Starblazer quickly regained control of her mind and hushed her thoughts, then glanced out from her hiding place. The hall was empty. She sighed in relief when suddenly the lights went out, leaving her once again in pitch blackness. When the light returned, she found herself in a large, empty circular room. In the center of the room sat Ash, her back turned to Starblazer. Starblazer opened her mouth to greet her, but no words came out, so she began making her way towards the AI. She had almost reached her when the lights died again. Starblazer crashed into something with a THUD and stumbled backwards.

She reached out and her hoof came into contact with something very hard and very cold. Suddenly the lights came on and Starblazer gasped. For standing before her was a screaming pony frozen in ice. It's eyes were filled with hatred and rage as it roared with fangs unfurled. Starblazer tried to put as much distance between herself and the frozen mare, but the room began shrinking, pushing her ever closer to those hungry jaws. Ice formed on her legs as she neared it, and she screamed in agony as it bite into her flesh. The lights died once more, but she could still see the mares figure looming over her, jaws widened, and it lashed out at her throat with wicked laughter.

Starblazer woke with a start. She reached up and felt her throat. Just a dream, she reassured herself, it was just a dream. Yet she couldn't shake the feeling that something was off and that it might have been more than a dream. It felt all too, real, and was more like a memory than a dream, like something she had once been through before. It felt too familiar. She shook the thought out of her head and started towards the door. It was just a dream, she told herself again.

She walked out the door and started towards the bridge and a sudden feeling that she had missed something, either in her dream or in the room, washed over her. She shook her head again and trudged on.

And indeed she had, for dangling in the dark corner was a hollow form of ice, replaying her dream over and over with dances of silent shadow. This one shall work quite nicely. It thought to itself as the dances continued their grim reenactment.

Back on board the Manehattan, the icy being shuddered as it heard its' seconds voice ring through it's mind.

Have you successfully managed to break her? It questioned it's half aboard Celestia's Sun.

No, the second replied, but her memories are most intriguing.

We would expect nothing less, the first cackled, considering this one is exactly what we need.

And what of the other? asked the second, has she been dealt with?

All in good time, my sister. the first reassured, She may still be of use to us.

But she does know of our existence. The second implied. This knowledge could interfere with our plans.

Even though she knows of us, there is nothing she can do to stop us. It laughed to itself, a horrid rasping sound, For once we have both them and their ships,

We shall feed upon their strength. The second finished.

Precisely, the first grinned, And then we shall return to resume our rule of Equestria.

Not even Celestia herself will be able to stop us! The second said triumphantly.

Do not underestimate her so quickly, The first snapped, Or have you forgotten that it was she who banished us to drift eternally through the void of space? The second being shuddered as it recalled the event. It had been so dark, so cold, and so lonely. But none of those things mattered, for now they had their chance to return to Equestria and defeat the one responsible for their suffering. Even Nightmare Moon had not received eternal banishment, and if they had heard Velvet correctly, she had actually returned and had been transformed back into her original state.

But what of her sister? The second inquired, Would she not be alerted to our return? We could not take both of them at once, even with our third. The first flinched at the mention of their third being. The third had been the one who disabled the Manehattan's engines, and had successfully done so until one of them exploded, shattering it to thousands of glistening shards. The shadow within had been released, but the two had not heard from it since.

That is the reason why we shall return at sunrise, when Luna has retired and Celestia is left to govern the day. The first hissed menacingly. The second agreed with hushed laughter, then stopped itself.

But we still must find our third, it stated, For without it, we would not be as powerful. The first could not disagree. They were indeed less powerful without it, as they had come to realize when the second's attempt to knock out the Celestia's Sun engines had failed and it had taken both of them to damage them permanently.

Not only would the third give them the strength to return to Equestria, it would, being the most powerful of the three, allow them to possess a pony, allowing them to both pilot the ship and sneak into Canterlot undetected. But in order to do so, they had to find it.

And the third might have plans of it's own, a plan that she had already set in motion.

Drifting

Ash stood on the bridge of Celestia's Sun and gazed out at the stars. She wondered what they would look like through real eyes, and not the sensor arrays that made up her own. She could see the stats of each star at will, it's lifetime, temperature, and predicted death date, but she could not see them purely for their beauty. She looked down and sighed when the door opened behind her, then continued gazing out into space as Starblazer trotted up next to her.

"So," Starblazer began, "we got the generator running. What's step two?" Ash turned her attention from the stars to Starblazer and pulled up her star map.

"Before you fell asleep, I mentioned the Phantom Zone, which was where the Manehattan's signal was sent from. Assuming they haven't repaired their engines, they should be somewhere in this vicinity." She pointed to a green dot that appeared. "And this," a yellow dot popped up, "is where we are." Starblazer examined the distance between them and the Manehattan and a sense of relief and joy washed over her.

"They're closer than I expected." She confessed out loud.

"I don't know if 'close' is the correct word ma'am," Ash stated, "but yes, they are within our range."

"So now we need a way to get on board their ship." Starblazer concluded.

"True ma'am," Ash agreed, "but I can't think of any possible way to reach them, and we can't repair the engines due to the fact that the generator couldn't power them, so there's no way to reach them by ship. So unless you feel like jumping," Starblazer gave a nod. "Wait, you aren't actually considering jumping, are you?"

"What other choices do we have?"

"Well, there's always, uh..." Oh great, Starblazer thought as Ash continued droning on, I broke her.

"Aha!" She exclaimed finally. "We can push Celestia's Sun!" Starblazer gave a look of disbelief from under her helmet.

"Push it?"

"Yup!"

"All the way to the Manehattan?"

"Yup." She repeated, "Aren't I a genius ma'am?"

"You're something alright." Starblazer responded, obviously not buying into her new idea.

"Fine," Ash said defeated, "We'll go with the first plan. But if I say it's too dangerous, then..."

"Ash," Starblazer interrupted, "I know the drill."

Starblazer stood in the small hangar bay and checked her T-240 rifle's charge for the third time. Ash appeared in the upper left-hand corner of her visor, wearing a pilots hat and goggles. Starblazer just rolled her eyes.

"All set ma'am," Ash reported, "whenever you're ready." Starblazer checked her rifles charge one last time, then clipped it to her side. She then made sure the claw tool was secure. She never knew when she'd need the incredible device.

"I'm ready."

"Alright then," Ash fitted the goggles over her eyes, "opening hangar doors in 3...2...1..." The bulky doors clicked noisily and then opened suddenly. Starblazer was thrown out of the hangar and drifted aimlessly into the emptiness of space. She had never felt anything like it. Floating freely in the dark vastness was breathtaking, and she glanced left and right, admiring all of the universe that surrounded her. Even Ash was silent as she took it all in. Starblazer was just glad to get out of the ship. It had become so dull and boring, the same routine every day, and now she could just float through space, without a care in the world. But she had a job to do, and free-floating carelessly through space was going to have to wait.

"Where to?" She asked.

"A little to your right ma'am." Ash stated, then remarked "Isn't it just beautiful ma'am?"

"Yes it is Ash," she smiled, "it most certainly is." She then triggered her armor's booster pack and shot off in the direction Ash had instructed her to. When she had traveled a short distance, Ash gave her another set of directions.

"Now turn just a little to the left ma'am," Starblazer turned slightly using a short burst of air from her side jet. "And the Manehattan is in this direction." Starblazer continued steadily onwards, when she noticed a small, shiny grey dot in the distance.

"What is that?" She asked.

"That's the Manehattan." Ash replied, "And it appears to be covered in some form of ice."

"'Some form'? Couldn't you just say it's covered in ice?"

"Well, I could, but considering this ice has a different energy reading than most ices, it would conclude that this is not an ordinary type of ice." Ash stated calmly.

"Alright, so what exactly does that mean?" Starblazer asked, confused.

"It's different than other ice ma'am."

"I got that Ash!" Starblazer exclaimed, "What I meant is how is it different?"

"Well, as I said before ma'am, it has a different energy signature."

"And that means?" Starblazer inquired.

"It means that this ice isn't really ice at all." Ash replied. "Whatever it is, it's alive."

"So the ice is alive?" Starblazer said in disbelief.

"Not the ice itself ma'am. Something in the ice. Or at least that's what the readings point to." A look of seriousness came over Ash. "And if you don't slow down ma'am, you're going to crash into it."

"Huh?" Starblazer said, taking her focus off Ash and realized she was right; the Manehattan now loomed before her, a giant icy-grey silhouette against a black backdrop. She hit her front booster hard, slowing her decent, but was unable to prevent herself from running into the ship. She extended her forelegs and prepared to brace herself against the icy hull. But when she came in contact with the ship, her hooves slipped and she smacked head first into the ship. Her helmet and armor lights flickered, then became steady once more.

"Smooth landing ma'am." Ash commented. Starblazer was about to reply when the ship shuddered. She quickly found a clear patch of metal and magnetized her front hooves to it to prevent herself from being shaken off. Then, almost as suddenly as it had started, it stopped, and all was still once more.

"Ash," a sense of confused fright lingered in Starblazer's voice, "What was that?" Ash looked frantically at invisible data and a look of confusion crossed her face as well.

"Fascinating," she whispered.

"What?" Starblazer asked.

"That wasn't the ship. It was the ice. How unusual."

"For living ice?" Starblazer questioned. "What is usual about living ice!?"

"True," Ash agreed, "but still, something doesn't add up." Starblazer was about to ask Ash what didn't add up, when the ice she was on pushed out suddenly with so much force that it broke through her armor's hold on the ship and she went flying off into space. Starblazer quickly activated her jets and stabilized herself just in time to see the icy fist retract and then expand over more if the ship.

"Ash?," Starblazer asked, "What just..."

"No idea ma'am." Ash answered before she had even asked the question, "but it appears as though something doesn't want us to be on the ship."

"Alright then," She unclipped her rifle, "time to change its mind." She clicked the rifle's safety off, waited for the power to hit max, and then took aim.

"Uh, ma'am," Ash said cautiously, "I not so sure that's a good idea." But Starblazer wasn't listening; she pulled the trigger and sent a bolt of energy silently soaring through space. It hit the ice and a silent explosion sent shards of ice flying harmlessly into space. The ice shuddered and retreated back into the ship through a large gap in the Manehattan's hull.

"What were you saying?" Starblazer smirked as she powered down her rifle and clipped in back into place.

You shall regret that. A voice echoed through her helmet.

"Regret what?" Starblazer asked, confused by the question.

"I didn't say you would regret anything ma'am." Ash confirmed.

Both you and your false friend will perish.

"There it was again!" Starblazer exclaimed. Ash looked around, as though she was searching for the source inside the helmet.

"I don't hear anything ma'am," she replied, "maybe you hit your head too hard." Starblazer listened for a little while, waiting for the voice to say something diabolical again. Silence.

"Yeah, maybe I did." She said, convincing herself as well as Ash. "Through the hole?"

"You read my mind ma'am, if such a feat was actually possible." Starblazer angled herself at the hole, hit her main jet, and boosted towards the Manehattan, but this time she made sure she wasn't going too fast. She didn't want to hit her head again. As she neared the gap, she cut the jets and coasted through the opening into the Manehattan.

Chip

Starblazer landed inside the Manehattan, sending a dull thud echoing through the empty ship.

"Alright," She said, rather pleased with herself. "We're here. Now to find Captain Velvet. Got any ideas where she might be?" Ash nodded her head and a miniature Manehattan appeared on her visor.

"I've narrowed down a few locations. She could be here in the observatory," a large section of the Manehattan illuminated yellow. "She could also be in the engine room here," the back half lit red, "or, most likely, she could be on the bridge." A small section on the top shone green. Starblazer took a second to memorize each sections location, then spoke.

"So all we have to do is go to one of these locations and see if she's there?"

"Well, that's not entirely true ma'am. These are the most likely places she could be, not the only places."

"Okay, so if we don't find her at any of these spots, then we search the rest of the ship?"

"Correct." Ash confirmed.

"The entire ship?" She asked in disbelief. "That could take weeks, months even."

"Not so," Ash shook her head, "when the Manehattan was constructed, a transit rail running from the front half of the ship to the back half was installed to allow ponies to move more quickly throughout the ship."

"So we find the transit rail and make for the closest location." Ash nodded. "Great. Now at least we have a plan." She started off, then stopped. "Which way are we supposed to go?"

"You're heading the right direction ma'am. There should be a door on your left."

"Right." Starblazer said as she continued on. When she had walked a short distance, she stopped at an empty doorway. The door appeared to have been ripped from its hinges and lay bent farther down the hall.

"Well that's encouraging," Ash said plainly. Starblazer stepped through the doorway and into a dark room. She switched on her helmet lights and gazed at the ceiling and walls, all covered in claw and scorch marks as though there had been a fierce battle.

"What happened here?" She asked as she continued on. Suddenly something moved in the shadows and Starblazer froze.

"What is it ma'am?" Ash asked quietly.

"Shh!" Starblazer hushed her. "We're not alone." The figure darted once more and Starblazer whipped around.

"Tracking," Ash stated, "it's right behind you ma'am!" Starblazer flipped and tackled the being. She pinned it and got her first real look at what she was dealing with.

"A changeling?" Starblazer said out loud.

"Please don't hurt me," he whimpered.

"Don't worry ma'am, he's no threat to us." Ash confirmed.

"Sorry," Starblazer apologized as she released him, "What are you doing here by yourself?" The changeling sat up and took a moment to catch his breath.

"I was hiding." He said as he brushed himself off, then extended his hoof. "Name's Chip."

"Starblazer." She shook his hoof, then continued her original conversation. "Why were you hiding?"

"I looking for something to eat, but when I saw you, I thought you were one of the creatures and hid in here."

"Something to eat? I thought changelings fed on love." Starblazer said. Chip nodded his head.

"Well, yes and no. I do feed on love, but chocolate works just as well." As if to prove his point, he pulled out a half-eaten candy bar and began munching away at it. The sudden appearance of food made Starblazers stomach growl and she suddenly felt very hungry. Chip took notice and offered her some.

"No thanks," She declined. Chip shrugged and continued eating.

"Suit yourself."

Once he had finished, he wiped his mouth and stood up. After stretching his forelegs and wings, he looked keenly at her armor.

"That's some nice armor you've got there," He complimented. "Mind if I mimic it?" Starblazer shook her head.

"Not at all." There was a momentary flash and then an exact copy of Starblazer's armor stood before her. Chip looked himself up and down, then gave a satisfied nod.

"So, Starblazer," he began, "what are you doing here? I didn't see when we left Equestria."

"I wasn't on Manehattan when it left. I left on Celestia's Sun to come find you." She told him.

"Wait, wait," he held up his hoof, "you were on Celestia's Sun?"

"Yes," She nodded, confused. "Why?"

"And you were the one who sent the message to us?" He ignored her question.

"Again, yes. Why?" She asked again.

"Excellent!" He clicked his hooves together, "Now we can leave this wretched ship and go home!" Now it was Starblazer's turn to stop him.

"We're not going anywhere yet," she said, "not until we find Velvet."

"And any other crew members who may have survived." Ash said over the helmet speakers. A look of confusion crossed over Chip's face.

"Who was that?"

"That's Ash, my AI." Starblazer replied.

"Pleased to meet you." Ash grinned even though Chip couldn't see her.

"Likewise," Chip nodded, then turned his attention to Starblazer. "If you came here just for the captain, I'm afraid you're wasting your time."

"What do you mean I'm wasting my time?" Starblazer inquired.

"After your message came, the ship's AI Virgil went, well, crazy."

"Crazy?" Ash repeated. "How?"

"I don't know. Maybe the message messed him up or he was bored to the point of insanity." Chip guessed, "But I do know this: once the message ended, he locked Velvet in the bridge and kept chanting 'End of stars, end of days' over and over until the intercoms died. I haven't been able to get into the bridge or contact the captain since."

"And what of the rest of the crew?" Starblazer asked.

"Dead." He replied coldly.

"I'm sorry," Starblazer put her hoof on his shoulder.

"It's okay, I'll get over it." He moved toward the exit. "You said you were looking for the transit rail?" Starblazer took a step closer.

"How do you know about that?"

"I overheard. Now are you or aren't you?" He asked.

"We are. Why?"

"Because I know the way. Come on, I'll show you." He walked out of the room, and Starblazer followed closely behind.

Fire and Ice

"So, Chip," Starblazer began as they walked down the dim, narrow hall, "what exactly were you doing back there?"

"Hiding," He stopped and glanced around the corner, then continued on. "I already told you that, though."

"I know, I know," she quickened her pace to match his, "but what were you hiding from?"

"The Frostlings." He answered plainly.

"What are Frostlings?" She stopped, hoping he would elaborate. When it became evident that he wasn't planning to, she began walking again. "Or not."

"Forgive me if I come off as rude, but I've had a pretty long day and I don't feel much like answering a bunch of non-relevant questions right now." Chip snapped.

"Non-relevant? I don't see how any of it is non-relevant."

"Well they are," Chip said, almost a growl.

"Well, then how about a relevant one: what does all this writing mean?" Starblazer stopped and gazed at the strange markings on the walls. Chip, however, continued on without even noticing them.

"That's not writing. It's scorch marks, probably from one of the battles. Now we really shouldn't waste any more time." Starblazer shook her head as she trotted up to him.

"I've seen scorch marks before, and these are definitely too organized to be made by weapons."

"Well maybe they were just good shots." He snapped as he quickened his pace. "Now hurry up, we really don't have much time."

"Much time for what? I thought we were going to the transit rail?"

"Enough with the questions!" He yelled as he trotted even faster. "Just walk in silence!" Getting a feeling that Chip's sudden behavior was not just him being tired, Starblazer brought her trot to a stop.

"Chip, unless you tell me what's going on," she raised her hoof, "I'm not going anywhere." She said bringing it down, a dull noise echoing through the cold ship.

"Why can't you just be quiet," he hissed, "it would make this so much easier to do." Chip turned around, the armor melting away into his original form.

"Make what easier to do? Chip, answer me!" She cried.

"You want answers?!" He screamed. The air dropped to a freezing cold, and tiny ice crystals began to form on Chip's coat. "Well so do I! I want to know why she did this to me!" Ice began to form on the floor and walls around him. "I was her friend and she betrayed me! I trusted her, I helped her, and this was my reward! Pain and suffering for all of eternity! Well if I have to suffer forever," the ice swirled and faded to a deep black and began to cover the Changeling, until he was unrecognizable, expect by his voice. "Then all shall too." He hissed.

"Chip," Starblazer uttered, unsure of how to feel or react to his rage.

"SILENCE!" He roared. "You never cared about me! You just came for her, not for me!" An icy black tendril shot from his back and grabbed Starblazer, suspending feet from the floor.

"Ash! Now would be a great time for an idea," Starblazer said as she struggled in his grip.

"No!" Three more claws sprouted and curled around her. "You shall be alone, just like I was alone!" He screamed as one of the claws slithered round to the back of her helmet and tried to remove Ash's chip, but was rewarded with an electric shock that shattered it's three fingers.

"Not so fast!" Ash cried triumphantly. "This is one AI that's not going out without a fight!"

"You want a fight?! Then have one!" He hurtled Starblazer to the end of the hall, her visor cracking as she slammed into the wall and slumped to the floor. Blackness fogged her vision as she heard Ash calling to her.

"Ma'am! Oh, please Star, you've go to get up!" Upon hearing the words, she suddenly felt a new strength coursing through her veins, and she struggled to her hooves and turned around to face Chip.

"Is that the best you got?" She taunted, blood trickling from a cut on her cheek.

"Oh believe me, I've got something special in mind for you." The icy Chip grinned, the claws retracting into himself. Two squirming bulbs formed on his sides, and continued to grow outward until they split off and stood, each vaguely resembling a skeletal pony. "For as you can clearly see, I am more powerful than any Equine who has ever lived! I am more powerful than you, for I am the most powerful pony in all of Equ..." A bolt of light zipped the air and hit Chip right between the eyes, blowing his head to pieces. Starblazer stood at the other end of the hallway, smoking rifle in hoof. His two clones disintegrated as his headless form collapsed on the metal floor.

"Shut up," she said as she lowered her weapon and clipped to her side. She then removed her helmet and wiped the blood from her face as she ejected Ash from the slot.

"Well done, ma'am," she said as she materialized, filling the dark hall with blue light.

"Thanks," she breathed heavily as she set the helmet aside and sat down, "you too. What was that exactly?"

"Just a small electric discharge that I borrowed from your suit's power supply."

"Well, it was pretty effective." She nodded.

"Indeed." Ash agreed. "We'll have to remember that for future reference ma'am."

"Definitely." Starblazer nodded again. "So now what?"

"Now you die!" Chips voice hissed as ice shards flew through the air and pelted the area around them.

Starblazer unclipped her rifle and fired multiple shots in the direction from which the shards came. One of them hit an invisible target and Chip roared in pain as all the ice retreated from the hall.

"And stay away," she growled. "Good thing he's such a bad shot, right Ash?" No response came. "Ash?" Starblazer looked down and saw Ash's chip with an ice shard embedded in it. "Ash, are you okay?" Tears welled in her eyes. "Ash?"

Possession (Revised)

"Ash?" Starblazer called again, her voice weak. "No," She trotted quickly over to the impaled chip, still panting from the skirmish. "No." She repeated, gently scooping up the chip in her hooves as she slumped to the ground. "Ash, you've can't leave me, not here, not yet." A tear rolled down her face and fell onto the icy spike, freezing instantly. "Not yet." She whispered.

"Such compassion for something that was not living," A familiar voice rasped down the hall, "you are as pathetic as you are foolish, girl."

But Starblazer didn't hear a mocking word he spoke. All she cared about was the small, lifeless chip that she held, the one thing, no, the one pony she had actually cared about.

"Why?" She looked up at no one, tears spilling from her eyes. "Why did she have to die?" The only response she received was the sound of her own voice echoing down the now empty hall. The only reassurance she received was the knowledge that she would have to continue on, even if she had to do so alone.

"I'm sorry," She whispered, softly guiding the chip into it's rightful place in the back of her helmet. "I am so sorry."

She wiped away her tears and slid on her helmet, the cracked visor dimly blinking to life. She stood, and upon slinging her rifle over her back, limped slowly down the hall, heading in the direction that Chip had once been leading her.

...................................................................................................................

Starblazer had only been walking a few minutes before she came to a door marked "Railway", but to her, it had felt like an eternity. She walked in silence, with no quirky remarks on how dull the ship was or how all this made being stranded on the Celestia's Sun seem like an island vacation. Oh, what she wouldn't give just to lose to her one more time in one last game of chess, to see her smiling face as she carved another tally under her name.

But all that was history now, and she had to focus on the task at hoof. She had to, for Ash, for Velvet, for anyone else who still alive on this ship. She would see this through.

She stepped through the door and was greeted by the railway system. It was a long and narrow rail that was suspended over a deep drop-off by rods attached to either side. A tiny metal walkway was all that separated Starblazer from the invisible floor that lay deep beneath her. She spotted a lone car stopped at a loading dock, and made her way carefully across the gorge to it. The car was also long and narrow, having enough space for at least ten ponies and a pilot. It, like the rest of the ships' interior, was a matte grey color, the only variation being a bright orange stripe down the side.

The car wobbled on the rail as Starblazer climbed inside, and she examined the interior. The floor was covered in a dark red carpet, stained by what appeared to be a hundred tea spills. The layer on the chairs fared no better, and the entire cabin stank of mold and dust, her helmet's filtering system unable to keep the stench from reaching her nostrils.

She made her way to the front, and peered out the shattered windshield down the dark forbidding rail before her. She looked down, and upon examining the controls, fired up the car. The cabin flickered to life, and light flooded the space. One of the lights, from being unused for so long, burst into a shower of sparks, and Starblazer held her breath, praying that they wouldn't ignite the old carpet. The shower came to rest on the floor, and she sighed in relief as each went dark. She turned her attention back to the controls and eased the car forward. The car shook as it jerked forward, then gained speed.

Once she had set the car at a decent speed, she found a chair that was semi-clean and took a seat. As she sat there, she began pondering on all that had happened in the last hour. It had all happened so fast, she just couldn't figure out where it had all gone wrong.

"Hi there!" A sudden voice startled her, and she nearly feel out of her seat. "Oh my, I terribly sorry! I didn't mean to scare you!"

"It's alright," Starblazer reassured, sitting back in her seat. "Who are you?"

"Oh, that's easy! I'm, well, uhh..." the voice trailed off, "Hmm, I can't remember. I don't remember. That's funny. You'd think a girl could remember her own name." She chuckled. "Well, that's embarrassing. What about your name?"

"Starblazer," she said, turning to look out the window at the greyness outside, which wasn't really much to look at.

"Starblazer, hmm? That's a pretty name, you know that? You, Starblazer, have a pretty name." The voice stated. "So, Star, do you mind if I call you Star?" The voice paused for a second, "Yeah, you don't mind. Anyways, how are you doing, Star?" She asked, never allowing Starblazer to answer the first question.

"I'm doing fine." She replied, although she knew that she was lying. But there was no reason to go through the trouble of explaining the past events to this disembodied voice, it would probably just try to kill her like everything else on this blasted ship.

"Really?" She sounded shocked. "Fine? For someone who just lost their best friend?" Starblazer's head jerked up.

"How do you know about that?" She asked suspiciously.

"Please darling, I know everything that happens here. This is my ship after all." She said it as though it should have been something everypony would know.

"Your ship?" She asked, skeptical that this voice could be the captain, "You're the captain of the Manehattan?"

"Of course not!" She laughed, "I'm just the humble caretaker. Besides, I doubt they'd let an AI be captain of Equestria's second-largest ship."

"Of course we wouldn't, foal," The voice boomed with a sound like thunder, shaking the car as it spoke.

"Oh no," the AI said, her voice filled with a sudden dread. "This is not good."

There was a sudden explosion as the front half of the cabin was ripped away and fell off the rails into the blackness below. The front of what was left scraped against the rail, showing Starblazer with sparks, and she grabbed the nearest chair to stabilize herself.

"Ho ho, what do we have here?" A deep voice said, "Come now, child, did you really think it would be that easy? That I would just let you complete your task?" Icy tendrils grabbed at the moving car, each striving to slow it's course. After shattering through half of them, a giant tentacle of black ice slammed into the rail in front of it, and the car smashed into it, flinging Starblazer into the cold wall. She winced as she quickly got to her hooves, a sharp paining running up her hind legs. The ice retracted, dragging what was left of the car off with it, stranding her on the thin rail. She struggled to hold her balance as the rail shook, reminding herself not to look down.

"Ah, much better. Now we can speak without any more distractions." The voice cackled. "That artificial intelligence was quite annoying, was it not?" Starblazer swore she heard a faint response, followed by the sound of breaking metal.

"What do you want?" Starblazer growled in the general direction from which the voice spoke.

"I want many things, my little equine friend, things that I plan to obtain without any resistance."

"And just how, pray tell, are you planning to obtain these objects of interest?"

The voice cackled as more ice formed under Starblazer, and before she had time to react, it lifted her up into the air as it grew into a massive spire. It came to a sudden stop not far from the ceiling, and Starblazer dug the claw tool into the icy top of the spire to prevent herself from hurling into the blackness below.

With a single heave she hoisted herself over the edge and back onto the flat top and took a moment to rest. When she had caught her breath, she sheathed the tool and turned to face the icy form that had materialized on the wall above her.

"That, my friend, is where you come in."

"If you think I'll ever help you, then you're sadly mistaken." She scowled.

"You will aid me," He said sternly, "even though you shall not do so willingly."

"Is that a threat?" Starblazer took a defensive position.

"A promise," The icy face smiled, "now, if you'll just hold still, I'll try to make this a painless as possible." The form opened his icy jaws and a cold shadowy mist rolled out and rushed toward her. Starblazer dove to the side as it whisked past her, and turned to see it barreling back towards her. She attempted to dive again, but found that the ice where she was standing had grown up around her hooves and had frozen her in place. She attempted to pull her front hooves out, in hopes that one might come free and allow her to use her rifle, but the ice refused to give up it's hold on her, and so she remained in that place. By now the shadow had reached her, and it collected around her, surrounding her in a tornado of black shadow.

"It is a shame really," the voice said, not sounding too disappointed, "you were so determined too. But all things must come to an end at some point." The shadow swirled faster around her, growing taller as it did so. "Good bye, Starblazer of Equestria." The shadow ceased spinning, and all at once rushed at her, seeping through the the cracks in her helmet and armor, consuming her entire body. Her mouth and nostrils were filled with it, and Starblazer began to choke as shadow replaced oxygen. Her lungs screamed out for air, and yet none came. Starblazer felt very lightheaded as her vision began to cloud, and she stumbled out of place, the ice's grip now non-existent. She gasped for air, but only took in more shadow. She staggered near the edge of the melting spire, and then she fell. She heard the air rush around her, but she only felt the cold that now overwhelmed her body.

"Sleep now, my servant. Sleep." The creature's words were the last thing she heard as she fell into the darkness and a deep unconsciousness.

"Sleep..."

Ghosts Of A Past Life

Starblazer was roused from her peaceful sleep by the sound of blaring alarms and sirens. This was something that she wouldn't have found odd if it hadn't been just four hours since their last drill. Nonetheless, she sprang from her bed and quickly dawned her new armor and powered up her T-240 energy rifle before entering the dimly lit hallways of the training facility.

She was shortly joined by two other ponies in matching armor and she nodded a greeting to each, and received two nods in return.

Ashton Grey, aka "Ash', stood to the left of Starblazer while Comettail covered her right. Ash was the technical one as she was good with computers and technology in general and was the one Starblazer always counted on when she needed a something hacked or help in deciphering enemy transmissions. Comettail, on the other hoof, was all gunfire and no talk. If Starblazer needed somepony gone,Comettail always managed to take them out flawlessly and without a sound. And with Starblazer heading the ops and directing their every move, they were the perfect team.

"Ma'am, if you don't mind me saying so, why is Octavia making us do another drill so quickly after the first one?" Ash's voice came through the com in Starblazer's helmet.

"Maybe she thinks it'll be good for us, seeing as a threat could attack at any time." Comettail chimed in as she took point and scanned around the corner, then signaled them forward.

"True, but I just have this feeling that something's wrong here."

"And why do you say that?" Starblazer asked without stopping. Ash had always had a way of telling when things weren't right, and Starblazer had learned to trust her judgement, but Octavia was extremely skilled at manipulating situations to the point of where the missions felt almost unreal.

"Because no one else is up." Her statement stopped Starblazer in her tracks. Why hadn't she noticed that none of the other elites had joined them on the way to the main hall. There were at least three hundred elite soldiers in the facility.

"And shouldn't we have encountered some resistance from the DIs already?" Comettail asked, trying to hide the concern in her voice.

"Never mind the DIs Comet, I just want to know what happened to the other teams." She strode up to one of the nearest doors that lined the hallway. "And I'm gonna find out. Ash, you take one of the doors around the corner. Comet, check one at the end of the hall. Report the second you find something."

A single kick ripped the door from it's hinges and sent it clattering to the room's floor. An eerie green mist rolled out as Starblazer stepped over the fallen door and into the room. The silent room was filled with the sudden hissing of the filters in Starblazer's helmet, and her stomach churned as she saw the figures in the room.

"What you got Star?" Ash's voice rang quietly over the coms.

"Poison gas," she looked away from the body on the bed, "and it's not pretty. How about you?"

"All gassed too." Starblazer could almost hear her shake her head.

"By Celestia, they're all dead," Comettail exclaimed in disbelief. "How did this happen?"

"I don't know, but we're going to find whoever did this," Anger could be heard in Starblazer's voice, "and get some answers."

...................................................................

"Ash! Get outta there!" Starblazer yelled above the gunfire.

"Hold on! This will just take a second!" Ash called back.

They had located a breach in the facility and had moved in to investigate only moments before they were engaged by an unknown force, hell-bent on seeing that the team never made it out alive. Unfortunately for them, Starblazer wasn't about to go down anytime soon and had ordered her team to dig in and hold out.

"We don't have anymore time!" Comettail shouted before she ducked to avoid being hit by an energy shot. Starblazer popped up from cover and unloaded a clip into Comet's aggressor, putting him on the ground before he had time to reload or take cover.

"Just give me a minute!" Ash hollered back. Her rifle lay on the ground next to her hind hooves as she quickly punched line after line of code into the console of a deactivated energy core. If they wanted off this rock, then she'd need to divert power to one of the shuttle bays. "And keep these guys off me!" She added as a bullet nearly missed her head and pinged harmlessly off the reactor's protective casing.

"That's it! We're outta time! Let's mov...." Comet was cut short by a momentary blue light, and the reactor suddenly sputtered, sparked, and then exploded into plumes of blue energy. Starblazer felt waves of heat envelope her as she was flung back, her vision blackening as she drifted away.

........................................................................................

Starblazer woke with a start and jerked up, trace amounts of pain coursing through her body. She was soaked with sweat, her head throbbed, and worst of all, she had no idea where she was.

"Whoa, easy there." A voice said from behind, and Starblazer jumped up, only to collapse as her chest erupted into fiery pain. The mare who had just spoken rushed over to her and helped her slowly sit up.

"You've been out for quite a while." She tightened the bandage around Starblazer's chest. "There, that should hold."

"Thanks," Starblazer panted, "what happened?" She glanced down at the bloodied bandage.

"To be honest, I'm not quite sure. I was waiting on the bridge when I was told to come down here. When I did, I found you bleeding on the floor."

"Told? By who?" The mare turned to answer when a shrill shriek rang through the air, and she pulled out a small pistol, and only then did Starblazer realize that the mare was wearing a tattered captain's uniform.

"Are you the captain?" Starblazer asked.

"Yeah, though there's really not much to be captain of anymore." She said, helping Starblazer to her hooves. "Name's Velvet, though I'm pretty sure you already had that figured out." Starblazer gave a small nod. "Can you walk?" She nodded again.

"Yeah, I should be alright."

"Then take this," Velvet handed Starblazer her rifle, "you're gonna need it." She powered it up as another shriek echoed through the ship, sounding closer this time. Starblazer spotted movement and raised her rifle to firing position.

The ground itself seemed to move as hordes of skeletal equines slowly trickled out of shadows, their blazing red eyes fix on them. Their figures were skeletal and bare, though some still had patches of discolored fur and manes dangling from bone. But what scared Starblazer the most were their teeth, gnashing and glistening in the dim light.

"They won't run until we do," Velvet whispered, her pistol focused on the nearest zombie, "when I tell you to, run for the corridor to the left and shut the door. Then we'll head to the bridge and hopefully find a way off this death trap."

"Right," Starblazer nodded, shoving any trace of fear to the back of her mind. She had to stay focused if she was to have any hope of surviving the next few minutes.

"Vell, isn't zis a surprise!" A voice rang through the air, his thick German accent thundering. "Velvet, playing hero again are ve?" Velvet's eyes widen.

"Oh no..." She turned to Starblazer. "Run. Now. RUN!"

"Oh, look at zat!" He laughed as they turned and sprinted in the opposite direction, "Zey run ven there's no where to run to! Vell, you know ze drill," he paused for a moment, chuckling slowly, then screamed in a deeper tone: "EAT ZEM!"

Starblazer was almost within reach of the door when she heard the sound of a thousand hooves thundering after her, and she didn't dare look back.

Ceaseless Horror

"Okay, I now officially HATE zombies!" Starblazer exclaimed as she and Velvet rammed against the door, slamming it into the faces of the undead ponies.

"You and me both," Velvet muttered, bolting the door shut. "That should hold them for a while." She walked over to the wall and sat down next to Starblazer, who had slumped down to the floor.

"How you holding up?" Velvet asked after a moment of silence.

"Been better," She looked her self over, getting her first glimpse of her poor condition.

The armor on her chest had been ripped open and matted tufts of blood-stained fur poked out through openings along her armor. Her leg and hoof guards fared no better, and her helmet was all but nonexistent.

"How's your side?" Velvet asked, occasionally glancing over her shoulder at the door.

"Painful." She laughed quietly. In truth, painful was far from the agonizing burning that coursed through her right side, sending waves of pain through her that made her entire body shudder. "But I think I'll live." Velvet nodded, glancing at the door again.

"So, Velvet. How long have those...things been on the ship?" Starblazer asked, unable to suppress her curiosity.

"Now that," Velvet sighed, "is a long story." There was a sudden bang on the door, and the two mares were instantly on their feet. A scream sounded from the other side as the zombie rammed the door again, it's hinges groaning from the force of the attack.

"Now," Velvet said as one of the hinges loosened, "would be a great time to start running again." No further explanation was needed as they turned and bolted down the hall, rounding the corner just as the door came crashing down with a scream. The once empty hall become a rushing torrent of rotting flesh and shades of red as the hordes poured through the narrow doorway in pursuit of the two mares. While they couldn't see them yet, though neither dared to look behind, they could hear them well enough to know that the zombies were close behind. They rounded another bend and ran past two idle zombies, who fell to two pistol rounds before either could react.

"Huh," She huffed, "That wasn't so hard." Their victory, however, was short-lived as the horde of zombies spilled around the corner, the swarming bodies screaming for flesh and blood. The two mares turned and ran down the hall and round another corner, only to be met with a blank grey wall. Starblazer looked frantically around, hoping for a way out, but found none. Velvet stood ready, her pistol drawn, when the horde rounded the bend, cornering them.

"VAIT!" The voice screamed, and the horde obeyed, immediately halting their advance. "Vell, vell, vell. So, zis is it, no? Zis is where all ze the things you have worked for go to waste. And you know vhat's funny?" The voice paused, as though waiting for them to answer. "You both actually thought you where fighting for something!" He laughed, arousing a disturbing chuckle from the undead ponies.

"What do you want Virgil? Why prolong our deaths with meaningless rants when you could easily cut us down!?" Velvet spat.

"Hold your tongue foal, or I shall make your death long and painful." Virgil growled, "I have come with word from my master."

"Then tell us already!" She shouted.

"I vas getting there, alright!?" Virgil hissed, "And iz not for you anyvays, it's for her." The lead zombie raised it's foreleg and pointed it right at Starblazer, sending an eerie chill down her spine.

"What's she got to do with any of this?" Velvet demanded.

"More than you think." A deeper, darker voice spoke, her words shaking the ground.

"Oh, zis is an unexpected surprise, no? I vas just about to-"

"Silence, you fool!"

"Fool? Fool? How dare you insult me! I control zis ship, and all who are in it!"

"No you don't. You are both wasting my time and a waste of time." There was a sound of scraping metal, and then, deep with the Manehattan, there was an explosion. All at once, every zombie collapsed and disintegrated into piles of cold ash.

"Despicable AI. I've always loathed technology. Except for one," A mist of shadow rose up from the dust and formed a familiar shape. It's two white eyes rolled over Velvet and locked with Stablazer's, narrowing as they did so.

"Abyss," She hissed.

"What?" Velvet asked, her pistol trained on the figure, "You know it?"

"I have a gender, foal." The mist growled. "And yes, you could say we know each other very well."

"Yeah, we had such a great time chatting it up when you decided to possess me." Starblazer said sarcastically.

"Indeed, though the past is past, and it is time to move on to greater things." The Abyss chuckled.

"What type of things?" Velvet asked, her pistol never wavering.

"Oh questions, questions," The Abyss said, "believe me, all shall be revealed in time. But sadly, not to you."

"And why not?" She said defensively.

"Because you are useless." The Abyss answered, "She is the one I want." A dark tendril shot from the floor as she spoke, ramming into Starblazer and pinning her to the back wall, her rifle clattering to the floor. She wanted to cry out for help, but the impact left her breathless. Fortunately for her, Velvet was already in motion.

She charged, pistol drawn, towards the Abyss, but was swatted away like a fly by another tentacle.

"A valiant effort, little pony." She hissed, the tendril wrapping around Velvets neck, "But all in vain." There was a sickening crack as Velvet's head was spun one-eighty, shattering every vertebrae in her neck.

"NO!" Starblazer screamed, clawing at the ice which suspended her, "You'll pay dearly for that!"

"Silence!" The Abyss roared, increasing her hold on Starblazer. "I have heard enough of your squealing to last a lifetime!"

"You think I'll just listen willingly to what you have to say?" Starblazer said in disbelief, "Why would I ever listen to you?! You just murdered an innocent pony!"

"I said be silent!" The Abyss screamed.

"No Abyss. Not this time." Starblazer said sternly, "I have had it with the zombies, with you, with this condemned ship!" She screamed.

"I said SILENCE!" The Abyss repeated, exerting a crushing force on Starblazer.

"You cannot silence me, Abyss. I will defeat you, once and for all."

"Oh really," The Abyss grinned, no less angrily. "And just how do you plan on doing that?"

"With help from a friend."

"Ha! You foal, you have no friends left!"

"Wrong!" She corrected, "If what you've said is true, then I still have one friend left, one who is more powerful than you."

"Enough! I have heard enough!" The Abyss slid forward until she was face-to-face with Starblazer.

"What's the matter Abyss?" Starblazer smirked, "Scared of a little pony?"

"You think you're invincible, don't you?" The Abyss spoke quietly, staring into Starblazer's eyes.

"I like to think I am," Starblazer said sarcastically.

"We'll see if I can't change your mind." The Abyss said, sprouting hundreds of tiny tentacles from her body.

"And just what are you going to do with those?" Starblazer asked, "Tickle me to deat-" She was cut off by the clump of icy tendrils that shot forward and filled her mouth. She gagged as they slowly made their way to the back of her mouth and began down her throat, freezing everything they touched.

"I've had enough of you," The Abyss said, still pushing her tentacles downwards, "and it's time I was rid of you." She raised another tendril tipped with a large blade just above Starblazer's head as though it were an executioner's axe. "Goodbye, Starblazer of Equestria. It's been fun." And with that, she brought the axe down.

An End, Once And For All--Part I

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