Celestia's little ponies.

by Asabrasa

Rating: teen
Tags: Princess Celestia, Twilight Sparkle, My Little Pony: Friendship is Magic, Princess Cadance, Dark, Sad, Other, Princess Luna
Length: 9281

What do you do when the little ones you raised are all grown up and you no longer feel useful? That is a forbidding question residing within the darkest corner of Celestia’s mind. Can she find a way to feel useful or will her dark desires devou

Celestia have always had somepony to take care of.
first there was Luna, then Cadence and her latest Twilight Sparkle. But now when they are all grown up she can’t help but to feel both useless,lonely and old.
She knows that they will always love her and she will always love them, but one evening Celestia suffers from a nightmare and thus she begins to doubt whether her little ponies still want her around or not.
Her desire to have somepony to take care of slowly awakens a darker side of herself that she sealed away centuries ago.
In desperation she releases a criminal who once threatened to destroy Equestria. Celestia will stop at nothing to get her little ponies back, even at the cost of her own soul.

Crap. My original cover image won't upload. Link in the author's note.

Published 2013-07-07 21:10:01 UTC
Last updated 2015-02-15 23:10:55 UTC

Chapter 1: Nightmares

It was late afternoon in Canterlot and it was time for the sun to set in the horizon. Celestia was standing at the highest tower in the Canterlot castle.
Once she reached the center of the big balcony she prepared herself to lower the sun.
Her horn was shimmering with it’s natural golden aura.
She slowly lowered her head and the sun followed suit.
She was breathing heavily as she laid down on the balcony. Even though she was used to raising and lowering the sun, it still required a lot of both mental and physical energy,
as well as an amazing amount of deep concentration. But she was getting old, not even an alicorn is immune to the curse of time.

Once the rays of daylight vanished over the horizon.
Two solar guards emerged from the last faint rays.
They hurried up the their exhausted princess and helped her back on her hooves. Despite their small stature, the solar guards had been some of the strongest royal guards in history.

They donned the same armor as the other guards within the palace only on thing made them stand out from their mortal brethren, their helmets.
They are made out of Tartarus stone. A mystic material that allowed its wielder to gain strength far beyond his physical limitations. The inborn power of the Tartarus stone was never meant to ever be used by a living being.
A normal soldier would have had his life force drained frightenly quick. And leave nothing but an empty husk behind.
The Tartars stone’s red color made it stand out among the golden armor of the normal palace guards.

The solar guards will serve Celestia till the end of time, or until they fall while performing their duty. They are always by her side, their spirits forever bound to Celestia's royal regalia. day or night there will always be solar guards by Celestia's side. Strong, loyal, brave and without fear.
They will do anything their princess command them to do, no matter what it may be.
Even now when their original bodies have long crumbled due to the passage of time.
They will not falter.

Celestia was escorted to her quarter, upon arrival the two solar guards dematerialised and returned to the regalia which hosted their souls.
Celestia walked inside her room and laid herself down on her big bed. She was tired and wanted nothing besides her beauty sleep. She closed her eyes, within minutes her mind had begun the long but quick journey to the realm of dreams.

Celestia opened her eyes and stretched out her body. She had awakened in a beautiful meadow which seemingly stretched on for infinity. She could hear birds chirping, the enjoyable sound of a flowing river, she could feel the gentle touch of a warm summer breeze as it bathed her body. She was in her own little sanctuary of peace.
Celestia just wanted to lay down in the soft grass and enjoyed herself.
But something caught her attention, she could heard the sound of tiny hooves running around on the ground and the nostalgic sound of little fillies happily laughing.
They could not be far away from her. Celestia wanted to find the them, she wanted to share in their happiness. She rose to her hooves and started walking towards the source of the laughing.
She walked up a small hill and she was meet by the sight of three little fillies playing together, she walked up towards them and laid herself down next to them.

She smiled happily as she said. “Hello my little ponies. I have missed you my little angels.”

“Celestia!” the three fillies shouted in harmony as they excitedly ran towards her.

Celestia was tackled down on the ground by the three excited fillies.
She grabbed all the of them in a big hug and sighed. She looked down upon them and said.

“Oh my sweet little ones! Luna, Cadence and Twilight. I have missed you all so much. She said in a motherly tone. A tear of pure joy escaped her eye as she cuddled with them.

The hours went by quickly as Celestia played all sorts of games with her little ones.

“Well that was a really fun game of charades. But now it’s Twilight’s turn to decide what we should play. So what do you want to play sweetie?” She looked at the purple filly and smiled.

The purple filly stuck her tongue out while she donned a thinking position. “I want to play hide and seek!” She said with glee.

“very well. I will close my eyes and count to ten, then I’ll come find you. After I find you all we will
have a snack together. I have prepared all your favorites.” Celestia smiled.

She covered her eyes with her hooves and started counting.

“One.”

The three fillies split up and ran in opposite directions they all tried to stifle their giggles as they ran. “Ten, ready or not here I come!” Celestia snickered.

Celestia started looking for her little ones, as she was searching for them.
The weather started to get bad and small drops of rain started to fall.
Celestia felt that she had to hurry and find them before they got wet and frozen,
she did not want them to catch a cold and be bedridden.
That would be no fun at all for them.

She walked up to a tree and found Luna. But once she got close to her, the world suddenly changed. Celesta was now inside Luna’s working room and her sister was sitting by the table writing on some documents.

Celestia reached out to touch Luna. But the moment she did, Luna was no longer a filly. Instead a full grown mare was looking at her and giving her a questioning look.

“I found you Lulu, It’s seems you are going to be counting for the next round. Celestia laughed softly.

“Lulu, really sister? We have a lot of work to do and you just walk in here and starts acting like im a foal.
Well I have news for you my dear sister. I’m a grown mare and so are you. And It’s time you started acting like one. I cant belive that someone like you manage to rule the kingdom without me for so long.” Luna said in a monotone tone.

Celestia was starting to feel bad, and the colors of the world had been replaced by 50 shades of gray.

“But Lulu, we still need to find Cadence and Twilight. And once we do, all of us will have a snack together, I brought moonpie for you, it’s your favorite after all.” Celestia stuttered.

“Sister! I have important work to do, so please leave me. I don’t need you to look after me anymore I can handle myself. You need to get out of the past and into the real world.
Sister, the way you act is a disgrace to our parents and the mighty country they left us in charge of, you should be ashamed of yourself!”

Celestia wanted to say something but she was cast out of the room and back into the meadow. The rain was falling more heavily than before, massive black clouds were covering the sky and thunder rumbled loudly in the distance.
She climbed to her hooves and knew that she had to quickly find Cadence and Twilight.
Cadence was afraid of thunder, and she was probably crying in her hiding place, she made haste and ran towards the small river, where Cadence would usually hide.
She saw the little filly, Cadence was wet and scared and she huddled on the ground with her hooves over her head, Celestia could hear the filly crying softly, she ran as fast as she could to the little pink alicorn. But just as she was about to take her in her hooves and comfort her, the world changed again.
Celestia was now in the Crystal empire. She was standing inside the throne room of the castle. Cadence was sitting on the throne and she did not look happy.

“I hope this is important Celestia, I have a lot of things to do. There is still a lot of damage from King Zombras latest attack. And I don't have all the time in the world. I don’t have time for some
silly game of yours.” Once again the color of the world faded and left nothing but grey.

“You don’t have to be afraid Cadence. The thunder can’t hurt you and I promise that I will protect you from it and all scary things. So please stop your tears and never fear, I will always be there for you.” Celestia said with a smile.

“My dear aunt. I don’t know what kind of crazy game you are playing but I have not been afraid of lightning since I was a foal.
I don't have time for your nonsense i'm a married mare and the queen of an empire.
If you have nothing important to say then leave my kingdom!”
The force of her word shattered the windows, the glass pieces were crashing down into the ground without making a sound.

“But but but I-” Celestia was cut off, once again she was getting pulled back to the meadow.

The river had dried up and the once beautiful meadow was now a wilted wasteland, Celestia wanted to cry.
But she held her composure together, she still had to find Twilight.
Lightning struck with every step she took and the rain was wiping hard against her body, she was feeling miserable.
After what felt like an eternity Celestia finally made it to the cave where Twilight would always hide when they played.
She walked inside, and was overcome with joy once she laid eye upon the purple filly.

The little filly looked at Celestia with glee, she started to run towards her soaked mentor. Twilight leaped in the air and was holding her hooves open.,Celestia opened her hooves ready to catch Twilight mid air and embrace her in a warm hug, But just as she was about to catch Twilight, The world changed again.

Celestia stood inside the royal library and a very annoyed Twilight Sparkle was staring at her.
“Well hurry up! I don’t have all day, once I learn how to raise the sun I will thankfully not have to put up with your silly little games anymore!” The colors of the world faded into gray once more.

Celestia was struggling to keep her tears from falling. “But...but, I thought you liked to spend time with me.” Celestia's lower lip was quivering

“Yes when I was little. I have much more important things to do now. I don't have time to play your silly little games. I’m a princess and this country is not a magical wonderland where everyone is happy and filled to the brim with joy.
There are taxes to balance, peace treaties to tend to.
But the only thing you care about is playing some silly games! You disgust me, I’m ashamed that I ever called you mentor!
You need to grow up Celestia, I’m going to see Luna, she will gladly teach me how to raise and lower the celestial objects in the sky.
Thankfully unlike you, she is not prancing around in her own little dream world where everything is fine and dandy, where there are no problems to attend too and everyone is happy. You don’t deserve the title of princess. You pathetic, childminded, immature, senile old hag! ” Twilight walked out of the room and slammed the door.

Celestia was pulled back to the meadow. All the colors of the world have been replaced by gray, there were no birds singing, no warm summer breeze, only the silence one would find in a grave, remained in this dead world.
Before Celestia stood the three mares that she had cared for and played with when they were fillies.
The three mares she loved with all her heart.
Celestia looked at them, tears streaming down her face. The trio turned their backs on Celestia and walked away. They slowly faded away and Celestia was left all alone, in the remains of the world she had once called her sanctuary.

Celestia was sobbing. “My little ponies, why did you leave me? I miss you all so much!” The gray world was crumbling and the very sky itself fell upon Celestia. She was buried alive by the very place she once referred to as her sanctuary of peace and happiness.

With a loud scream Celestia awoke from the dream. She was sweating, her heart was beating faster than ever and tears were streaming down her face.

She was breathing heavily “My little ponies.” Celestia wiped her tears with one of her hooves.

It was in the middle of the night. The moon was hanging high in the sky and the stars were shining like tiny diamonds.
Celestia got out of bed and walked up to her desk, she opened one of the drawers and levitated a small brown book.
She turned around and walked towards the balcony in her room, she swung the doors open and laid herself down on the cold stone-floor,she opened the small book, it contained pictures of Cadence, Luna and Twilight. She flipped through the book, tears were escaping her eyes and the landed on the cold floor.

Celestia levitated three pictures out from the book and held them close to her face,
each one of the pictures portrayed a little filly, they looked sweet as sugar and their eyes were filled with innocence and curiosity.
Celestia could not contain it anymore, she sobbed audibly and her tears staining her beloved pictures. “My little ones, my babies. Why did all of you have to grow up so fast? I miss the days we spent together, I would do anything to get those days back.”

Celestia cried for hours upon hours, she eventually passed out on the balcony, she had cried herself to sleep that night.

When Celestia finally woke from her sleep. She realised that the sun was beginning to rise over the horizon. She quickly climbed to her hooves and tried to ziese control over the celestial object.
But to her great surprise the sun was being raised by someone else this day.
She was confused for a moment, but she realised that it must be Luna’s doing, she cleaned the dried tears from the pictures and carefully placed them back inside the book, she then put the book back inside one of the drawers in her desk.

Celestia walked up to the tower, she wanted to apologise to Luna for oversleeping, once she made it the balcony door she froze, standing on the balcony was not her sister.
It was Twilight, and she was raising the sun without any troubles at all, it did not even look like she was having a hard time with it.
Celestia felt devastated, when had twilight learned to do that? Had Luna taught her? And how could she do it with such ease. Tears formed in Celestia’s eyes and she sniffled. It was true she was no longer needed, Twilight could raise the sun by herself. The last thing she had to teach her before she was truly going to be considered a true princess of Equestria..
Celestia ran down the stairs, her tears flying in the air as she ran.

“Wow, the sunrise is always so beautiful from up here, but I wonder why Luna is rising it today.
I hope Celestia is feeling alright, I should go and have a talk with her once I finish going through the documents Luna signed last night during the night court. I wish I could raise the sun, but I know that once Celestia thinks i’m ready, she will teach me.” With a bright flash, Twilight teleported herself back to her room.

Celestia made it to her room and rushed into the bathroom. She turned on the shower and when the first rays of water hit her face she broke down. She was laying at the bottom of her bathtub in fetal position rocking herself back and forth.
She was not holding it back any more, she cried like a foal, she was no longer needed. There was nothing else she could teach them, she was useless to her sister, her niece and her student.
She laid in the bathtub for a long time, it was not until the water started to get cold that she finally got out. Water was dripping of her body as she walked up to the bathroom mirror. She had never felt this way before, she wanted nothing but to play with her little filles again, but there are no longer any little fillies for her to teach,care for and play with.
Time had left her all alone.

Celestia sat down on the floor and sighed., tears started to form in her eyes again, she wiped them away with her hoof and sniffled a little.

“I miss them. I want them back.
But they are not gone. They are here in the castle and no matter how old they get, They will always be my little girls.
I need to leave the past behind me, but I will always cherish the happy memories. Forever.”

Celestia rose to her hooves with newfound joy, a smile on her face.
She wiped the steam of the mirror so she could see herself while preparing herself for breakfast. She looked into the mirror and froze completely, the mare reflected in the mirror was old and fragile, the wrinkles, the gray mane and the lack of teeth, was a simple yet effective way of showing age. The mare’s gray lifeless eyes pierced her soul and wounded her deeply at heart.

Celestia leaped away from the mirror with a loud scream. Her heart was beating and she started to hyperventilate, tears were once again flowing, the silence in the bathroom was terrifying.
She felt like she was inside her own coffin, never in her long life had Celestia ever felt so...... Mortal.
The mere thought of being controlled by the laws engineered for mortals was enough to make her cringe.
She suddenly felt sick, she crawled to the toilet and threw up.

“What is going on? It’s been centuries since the last time I threw up.” She spat in the sink and gargled with some water. She wanted the foul taste of vomit gone no matter what.

Celestia picked up her toothbrush and brushed like a madpony.
Fifteen minutes later she stopped brushing and grabbed some mouthwash, the strong minty taste of the mouthwash cleared any remains of the horrible taste of vomit in her mouth.

“I need to see my doctor. But I still need to get ready, I don't want to be late for breakfast with Luna and Twilight.” She thought.

She looked at the mirror again, this time she saw her own reflection, a young mare, brimming with youth, confidence and power.
A sigh of relief escaped her and she beginned to brush her mane. A few minutes later she exited her chamber. Her mane was soaring in it’s usual manner and she was feeling better. She nodded to the guards standing in the hallway and walked towards the dining hall.

Luna was enjoying her dinner. But there was a certain somebody bothering her.

“Mares and gentlecolts I present to you the Grand Lunar salad!” a voice said in a powerful tone coming from four different speakers.

“Princess luna’s favorite Salad! Its Ingredients are the following!”

“A quarter of a fresh lettuce head. Grown in the castle yard.
An eight piece. 48% fat,12 year old stored minotaur cheese. Straight from the Minotaur capital. Diced ofcourse.
Half a head of crystal lettuce. Imported from the Crystal empire.
two ripe star-tomatoes, grown on the moon by the princess herself. Once again diced!
Four stripes of hay-bacon. Straight from the mythical hay pig that wanders Equestria, sliced into eight pieces.
Salt and pepper from the local market.”
Mix well and serve with a glass of 382 - 572 years old dragon grape wine.”

An massive crowd of minitaur ponies,dragons,griffins and minotaurs, were cheering and bowing down to the mighty salad bowl, a mighty tiny fire roared, the miniature creatures were dancing around it and making lots of noise, the whole ordeal was contained inside a tiny football arena.

“Average cost 83000-90000 bits, Equestria’s third most expensive salad.”

The miniature’s were cheering. “WOOOO! ALL HAIL THE SALAD OF THE GODS! WE ARE NOT WORTHY!”

“Enough Discord. Can’t you act a little more civil? ” Luna shoot discord an annoyed glance.

Discord was sitting inside the tiny commentator room, mics, headphones and wires were running along the floor in massive heaps.

“Todays dinner podcast. Is brought to you by our sponsor, the royal feetie pajamas! Worn by princess Luna herself every night.”

Luna bagned her head on the table and sighed. “Ragh, Discord knock it off! I'm trying to eat.”

With a snap of his talon, the stadium and all the miniature creatures disappeared. “You are no fun, you know that Lulu. *sigh* Where is your sister? She is a lot more fun.” Discord stuck out his tongue and blew a raspberry.

“I don’t know. She did not raise the sun this morning, I fear that she might be sick.”

Discord was sipping on a glass of chocolate milk and munching on cat shaped poptarts, for some reason the poptart-cats was constantly spewing out rainbows from their behinds.
“Well that was a buzzkill. Anyway I can’t believe that you force the chefs to make that for you. I mean I’m the embodiment of chaos and not even my food is that chaotic.”
He bit the head of one of the tart-cats, a faint meow could be heard.

Discord licked his paw and his claw making sure to get all the frosting of them. He put the remaining chocolate milk in his pocket and stood up. “Well this have been tremendously boring *sigh* now I’m going to have some fun with a certain catbug. I don’t know when I’ll be back. But....... Nevermind I think you will be fine on your own. Luna, would you kindly put a whoopee cushion on Celestia’s chair while i'm gone?”

Luna was unable to resist. It was almost like something took control of her mind. “Yes Discord I will put a whoopee cushion on Celestia’s Chair.” She said in a monotone voice.

“Oh splendid. Well, bye bye. I’ll bring you a teddy bear.” With a snap of his claw Discord disappeared in a flash.”

Luna shook her head and got back to her senses, she finished her salad and was about to leave, when Celestia entered the dining room.

Luna looked at her sister and smiled. “Good morning sister. A bit sleepy today?”

Celestia took a seat by the table and a dish was placed in front of her. The dish contained two blueberry muffins, two sunny side up eggs and 5 stripes of hay bacon, extra crispy. She took a bite of one of the muffins, she then looked at Luna. But she was unable to look directly at her, when she tried it felt like a dagger was slowly piercing her heart, so instead she looked down at her breakfast dish.

“Oh no, not at all sister. Well okay a tad. But I noticed that Twilight handled raising the sun rather well. Anyway how are you today?”

Luna tilted her head slightly. It was not like Celestia to not look her in the face when she talked to her. But Luna shrugged it off as nothing. “Well sister. As you probably know, today is the day I venture to the domain of the Diamond dogs, to try to negotiate with a group of rebels, and I really need to get going.” Luna rose from her seat and started walking towards the door.

“What! That was today?” Celestia rose from her chair and ran up to the door, blocking her sister’s path.

Luna stopped dead in her tracks and rose an eyebrow to Celestia. “What is the meaning of this. Sist-” Luna was cut of by Celestia gently embracing her in a hug. “Sister?”

Celestia put a hoof on Lunas mouth and said “I want you to be careful. Promise me that.”

Luna could see tears in Celestia’s eyes. She pushed Celestia aside and said. “If anything goes wrong, I’ll simply call upon my midnight guards to aid me.
Sister I understand that you are worried. But I’m not a child anymore.” Luna walked out the
doors, once the doors shut she turned around and sighed. “I promise to be careful sister.”

Celestia finished her breakfast and walked down the hallway to her quarter. A young mare with bright red glasses walked up besides her.
“Well princess today your schedule is packed tightly. There is a lot of things we need to do.”

Celestia stopped and looked the young mare straight in her eyes. “I’m not in the mood today. Cancel all my of my appointments I need some time alone.”

The young mare had never seen Celestia like this, it was like she was staring straight into her soul.
She had never been this afraid in her entire life, It was if she was looking into the eyes of death itself.
she lowered herself to the ground, her breathing was distorted.. “As,, as,,as yo,,you wish princess.” She stuttered.

Celestia walked to her chamber and shut the door, she placed a charm on the door so that nopony could enter. Once Inside she layed down on the floor and tried to prevent the negative thoughts from entering her mind.

“She does not need me. My baby-sister does not need me.”

“Oh, you figured that out now? You are useless and no one needs us anymore.” A grim voice inside her head whispered.

“That is not true!”

“Look into your heart. You know this to be true.” The voice said.

Tears started to flow down Celestia’s face and down onto the floor.

“What can I do? I don’t want to lose my little ones.”

“Isn't it obvious? We need to make them need us again. Turn them into our little ponies again” The voice said.

“How are we supposed to do that, an age spell?”

“NO! An age spell is only temporary. We want it to be permanent.” the voice growled.

“There is no such thing. The laws of time are written in stone more ancient than both you and me together. It consumes everything.”

“He can help us.” The voice said.

“He? You can’t mean... NO! That is out of the question!”

Meanwhile.

A royal wagon had arrived outside and princess Twilight Sparkle was doing everything in her power not to jump around like an excited school filly. A royal guard opened the door and Queen Mi amore Cadenza leaped out and glided over to Twilight. They stared at eachother for a brief moment, they both got into battle stances and readied themselves.

“Sunshine sunshine ladybugs awake. Clap your hooves and do a little shake” They sang as they performed their traditional ritual for greeting each other.

They shared a laugh before embracing each-other in a big ol hug. once the hug broke they smiled at each-other and started walking towards the castle.

“So how are thing in the crystal empire, Queen Cadenza”

“You don't have to call me queen, Twilight. Just call me cadence like everyone else. Anyway the situation in the crystal empire is fine, there is still a lot of work to do, but nothing that can’t wait. So why did you call me here?”

“Well today Luna is going away to handle a situation with a group of diamond dog rebels and Celestia was apparently too sleepy to raise the sun today. so-”

Cadence interrupted Twilight. “That is odd, I don’t think she's ever done that before, at least not during my lifetime.”

Twilight cleared her throat. “As I was saying. I think Celestia have been overworking herself lately, so I was thinking we could send her someplace warm and sunny, so she can get some well deserved rest. In the meantime you and I can take care of Canterlot so she won’t have to think about anything, besides enjoying herself.”

Cadence glanced at Twilight and smiled. “That sound like a great idea, I’ll go and book her for a first class two week cruise in the caribbean sea, and you can go prepare a carriage for her.”

“Perfect.” Twilight teleported herself to the palace hangar, to prepare everything. “Celestia is going to be so happy about this.” She thought to herself.

Back in her chamber Celestia was holding her hooves against her temple and rubbing it slowly, trying to clear her head.

“No. Get out of my head, I don’t want you in there.”

“Hahahaha, it’s hard for me to leave when we are the same entity, Tia.”

Celestia closed her eyes and focused on sealing her dark thoughts away. It had been over a thousand years since she last heard them and she had always been able to suppress them in the past, so why did it not work now.

“Fine I’m going back to sleep. But remember what we said, once you change our mind. I’ll come back to fulfill our wicked desires. The grim voice chuckled.

Celestia stood up and took a deep breath, she was relieved that she had been able to seal her dark thought away. “My little ponies still need me, they would never try to get rid of me.” She smiled in confidence as she walked over to the door. Just as she undid the seal her door opened and there stood Cadence, she was smiling and walked up to her aunt.

“Hello aunt Celestia.”

“Hello Cadence, it’s great to see you. But what are you doing here?”

Cadene hugger her aunt and tied a blindfold over her eyes. “Me and Twilight got a surprise for you.”

“Oh i'm so excited. What did you rascal do this time?” She laughed.

“Just follow the sound of my voice and you will see.”

Cadence was humming some random tune and Celestia followed the sound just as she had been instructed. After a few minutes of walking Celestia could feel the wind in her face, so she assumed that they were outside the castle.

“I wonder what kind of surprise it’s going to be.” Celestia thought as she smiled happily.

“Stop.” Cadence said “Are you ready for your surprise?”

“I can barely contain myself.” Celestia said.

“Good.” Cadence pulled the blindfold of her aunt and together with Twilight they shouted “SURPRISE!”

Celestia opened her eyes and was meet by a royal carrier ready for takeoff with two large bags strapped to the roof. She was confused and was just about to ask what was going on when Twilight walked up to her with a ticket in her magical grasp.

“Since you were so tired today, me and Cadence decided that you need some time off, so we booked you on a two week long cruise on one of the finest ships ever built, and you don't need to worry about anything, we will take care of everything. So you can focus on relaxing and getting some rest. And don’t you worry we won’t need your help with anything, we can handle this all by ourselves.”

Celestia’s heart sunk in her chest and she felt like she was going to thrown up. She was on the verge of tears but she still managed to smile. “Thank you so much. I’ll enjoy this as much as I can.” Celestia’s could feel her world crumbling, she felt so helpless, she couldn't say no to this since they worked so hard to set everything up got her.

Cadence and Twilight walked up the her and lead her to the carriage. “The ship leaves in 3 hours so you will have plenty of time to get there.” Twilight said.

“We packed everything you could ever need so don’t worry bout a thing.” Cadence said.

Celestia walked into the carriage and sat down, she waved to Twilight and cadence as the door closed and the carriage took off into the air.

“Did you see? She was crying tears of joy when we revealed everything to her.” Twilight said.

“I did see that, it feels so good to know that she is going to be able to just relax for a couple of weeks.” Cadence said with a smile on her face.

The two alicorns walked back inside the castle feeling wonderful about what they had done for their beloved aunt/teacher.

However inside the carriage Celestia was crumbling. “They don’t me, so they just got rid of me.” Tears were flowing down her face and down onto the floor. “My little ponies.” The silence in the carriage was only interrupted by her tears hitting the floor.

“Oh what’s wrong, Tia?” The dark voice said mockingly. “Did your beloved children abandon us?” The voice cut through Celestia's will and she nodded silently to herself. “Don’t you worry bout a thing. We will fix this, now go to sleep,Tia. We will take care of everything.” The voice said with a whisper.

Celestia closed her eyes and her thoughts faded deep into the dark corners of her mind. Her eyes and regalia started to glow with a faded orange light. She opened her eyes again and took a deep breath.

“GUARDS LAND THIS CARRIAGE IMMEDIATELY!” Her royal Canterlot voice boomed.

The guards nodded to each other and landed the carriage, they unstrapped themselves and got in position. Celestia walked out and they all bowed. “What is the problem princess, did you forget something?” One of the guards asked.

“No no no, nothing at all. Guards I want you to take the rest of the day off and be with your loved ones. Don’t worry about me, I’ll call upon my solar guards to get me to the cruise on time.”

The guards looked at each-other, none of them knew what to say, but one of the guards finally broke the silence. “Is that an order princess?”

Celestia stared at the guard with the rage of the sun reflecting in her eyes. “Yes, yes it is. Now go, leave. Before I change my mind.”

“Orders confirmed!” The guards saluted and took off into the air.

“Finally.” Celestia muttered. Her horn started to glow as she called upon her Solar guards. “You who are bound to serve, I call upon thee. Break loose from what binds thy souls and rise to serve your Queen. Her regalia shined brightly and four Solar guards stood before her, they all kneeled down.

“We live to serve thee. What is your command?” The guards telepathically said.

“Strap yourselves in and prepare for takeoff we are going to the minotaur capital city of Axehaven.”

The guards raised from the ground and strapped the harnesses around themselves, their eyes begun to glow with a strong orange light, similar to the light emanating from Celestia's eyes. Their bodies got engulfed by an orange aura and it manifested itself into a pair golden wings, they flapped their wings and took off.

Inside the carriage Celestia was smiling soon she would have her little ponies back and nothing was going to get in her way. “I hope you are still sane Starswirl. Because the time has come for you to once again serve your Queen.

Deep down in the dungeon of Axehaven.

A young minotaur elite guard looked into one of the high security cells deep down into the city of Axehaven, which held many wicked criminals who had once threatened to destroy Equestria.
“Eugh. Is that thing even alive?” The young guard said.

An older elite guard looked at him. “Hard to believe. But yes, it is. If you listen closely you can hear it breath.”

“Why do we even waste our resources on this thing?” The young one said.

“I believe Princess Celestia told our king to keep him alive no matter what. I don’t know why though.” The older one answered.

“Whatever.” The young one mumbled.

Inside the cell leaning against a wall laid a pony so malnourished and old that he looked like a corpse. Was it not for his heavy breathing one could easily think he was dead. Suddenly his eyes shot open and his eyes started to glow.

“Guards *cough* I can’t *cough* breath properly.” He managed to say in between his heavy coughing.
The two guards unlocked the cell and walked up to him, releasing his from the chains which bound him. They grabbed him beneath his forehooves and lifted him up. “Let’s take him to the doctors office and back, I don't want to be in contact with this freak longer than I have to.” The young guard said.

“Don’t *cough* worry about that young one. You won’t have to touch me ever again.” He said in a raspy tone. He raised his hooves and three blade-like claws shout out of them, he then pierced their flesh and grasped their hearts. The two guards aged rapidly and crumbled into dust, their armor clanked against the stone floor as they crumbled.

The blades slide back into his hooves and his body rejuvenated into a young gray coated stallion in his prime. He cracked his neck a few times, he pushed some of his white mane out of his face, he picked up the guard's keys and chained himself to the wall once again, he then locked the door and threw the key out between the bars of the door.

He sat down and took a deep breath. “ahhh, it feels good to be young again. I’m looking forward to seeing you again, Celestia. It’s just like I foresaw, I knew you would come back for me. Hahahahahaha!” His morbid laugh echoed throughout the dungeon.

Author's Note

Well here we go again, another story of mine that I have been working on for a few months.
I hope you like it any constructive criticism is welcome good or bad.
I'm working on chapter 2 but I dunno when that will be done.
I hope the part with Discord was not to bad, I just wanted him out of the way.

Alternative cover art. http://asabrasa.deviantart.com/art/Tiltle-card-Celestia-s-little-ponies-372796981
It's only a color version of the one I'm currently using.
For some reason FimFiction was acting up when I tried to upload it.
Thanks to my Awesome editor Draxco.

Flames of despair.

Luna soared through the skies, her grace equal to that of a mighty eagle. The Sun was shining and only a handful of white clouds were floating around.
However, this quickly changed. The clouds gradually grew darker and darker and in the distance she saw a big mountain. The mountain in the distance grew bigger and darker.
Several clouds were swirling around its tip, each and everyone one of them as black as coal. Thunder rumbled in the clouds, almost as if they were trying to warn anyone who approached.

Luna landed on one of the black clouds and began to inspect the area surrounding the mountain.
The local greenery, if you could even call it that, consisted of black stumps and wilted remains of what could possibly have been plant life at one point in time.
The lack of colors reminded Luna of the moon’s barren landscape. A cold shiver went down her spine and she shuddered at the memory.

“Death’s rest… A fitting name indeed,” Luna mumbled. “Of all the places in the world. Why would the dogs choose this?”

“Probably because no one is stupid enough to come here,” a voice said from behind.

Luna’s horn began to glow. She slammed two hooves into the cloud and a bolt of lightning shot out just above the intruders head.

“Shit!” the intruder yelled in surprise.

She quickly turned around and laid eyes on her unexpected guest. Whoever it was, was wearing a long black cloak that covered its body and its head completely hidden by the hood.
Several black tentacles shot out of Luna’s horn.
They disappeared into the cloud and quickly made their way towards the hooded one. They burst out from inside the cloud and wrapped themselves around their prey.

The hooded one tried to free itself, but the tentacles had been too fast. “Hrng!” it grunted.

Its pathetic attempt to flee was sight that Luna enjoyed and it caused a smirk to paint itself upon her lips. “Don’t even bother! They have anchored themselves into the cloud and there is no way for you to break free.”

“Damn it!”

After a few brief attempts to free itself the stranger gave up and allowed the tentacles to force it down against the cloud. It growled and looked up at Luna, its eyes filled with rage. “Perenni infernum, canis!” it shouted.
The second its words reached Luna’s ears, a tentacle whipped it across the face, probably leaving a mark, but its hood hid whatever damaged might have been done. It growled again and its eyes slowly made their way to Luna’s face.

Her horn was glowing and her face displayed an angry frown. “Such insolence. How dare you talk to me that way?!”

The intruders eyes widened. “I’ll be a turkey’s uncle… It’s nice to see that some ponies still know our old tongue.”

“Silence, Griffin! You won’t talk unless spoken to.”

“Who says I’m a griffin? I might just be an oversized chicken! Bukuck!”

Luna took offense to the griffin’s lack of respect and despite her better judgment, she was starting to get annoyed.
Her horn began to glow again and the tentacles tightened themselves, adding enough pressure to break the griffin like a twig. “Let’s try this again shall we?” she said behind gritted teeth.

“Hng! Ow,” it grunted. “Whatever you say, Princess.”

“That’s better. Keep that up and I might loosen the grip on your pathetic body. What are you doing here? And if you know what’s good for you...don’t bother lying.”

“Can’t a guy just fly around for no reason?” he said with a smirk. Luna’s horn lit up again. His eyes widened in fear and his smirk melted quicker than an ice cream on a hot summer sidewalk. “Okay, Okay! I’ll stop joking around!”

The light around Luna’s horn faded. “I have already shown you a great deal of mercy. This is your last chance, pigeon!” she said with a hint of venom in her voice.

“Alright! I get it.” The griffin cleared his throat. “My name is Shiv and I work for the SGDST. We are a group of individuals, with special talents. And we work for special customers that pay us a lot. Our current mission was to verify your being here and also find out why. Any other questions?”

`Interesting. I really want to know more about this group, but sadly my time is limited and I need to get going,´ Luna thought.

A smirk formed on her lips and she stifled a laugh. “You have been most cooperative, Mr Shiv. And as a reward I’ll tell you why I’m here!”

“Huh?... Say what now?”

Luna cleared her throat. “It has come to our attention that a group of rebel diamond dogs have taken refuge inside this mountain and it’s my mission to take them and their leader back to Alpha.”

“Sorry for asking, but why would they send a princess to go after a group of lowly diamond dogs? It seems a little overkill. I bet some guards could have take care of this.”

“That’s true, but these are not normal circumstances. The dogs have kidnapped a rather large number of unicorns and it worries me.”

“Hmm… That still doesn't justify your being here. There is no way in hell, that you are here only because of the unicorns... There is obviously something you’re not telling me.”

Shiv’s constant lack of respect was really starting to eat away at Luna’s patience and she really wanted to teach him some manners, but there was no time for that. “I think I told you enough!”

“What? You’re obviously going to kill me or somethings, so I don’t see any reason for you to hold anything back… Unless.”

“Unless what?”

Shiv began to giggle. His entire body was shaking and his laugh started to grow in volume. And within seconds his giggle had grown into a hearty laughter.

Luna took a few steps back confused by the griffins action. `What the hell? Did he snap or something?´

Shiv’s laughter grew weaker and he gasped for air, while laughing. He looked at Luna and his laugh flared up again. “Oh god, I can’t breath!” he shouted between his laughing fits.

This continued for a while and Luna’s patience had run out. Her horn lit up and a separate tentacle tied itself around Shiv’s mouth. “Shut your filthy mouth!” she roared.

The tentacle around his beak might have stopped the volume of his laughter, but instead it caused him to snort laugh. Luna gritted her teeth and cursed like a pirate, under her breath.

Eventually Shiv’s laughter stopped and after several big breaths he regained his posture. He looked down at the tentacle around his beak and said. “Hrgmrmghr!”

Luna’s horn lit up and the tentacle vanished. “I got to wing it to you. I haven’t laughed like that in years.”

“I command you to tell me what you were laughing about!”

“Simple. I was laughing at you. You act all high and mighty, but you don’t even have the guts to kill me, you big softy.”

His words echoed inside Luna’s head. “Softy? Softy! Softy!” she shouted.

“Oh, I’m sorry. Did I make you angry, Princess Marshmallow?”

Luna looked straight into his eyes and said. “When I’m done with you. You’ll be praying for death,” she said in deep booming voice.

The force of her voice caused Shiv’s hood to slide off his head. “Oh, I’m soooo scared. What are going to do, blow my feathers off with your disgusting breath?”

Both Luna’s eyes and horn began to glow. A dark blue aura surrounded Shiv’s head and his eyes began to glow with a bright white light. The light continued to shine for several seconds, but once it stopped he fell unconscious.
Luna called the tentacles back into her body and Shiv’s body flopped against the cloud, like a marionette whose strings has been cut.

Luna walked over to the unconscious body of Shiv and scanned his face with her eyes. He had a white beak with a tiny hole in it. His feathers were brown with black tips. And he was wearing a orange headband.
Overall he had a very normal appearance for a male griffin.

“I have many questions for you and you’re going to answer them all, but we need to get going.”

Her horn lit up and she lifted Shiv’s body off the ground, but something caught her eye and she put him down again. Smoke was emanating from his headband. “Hmm, What’s this?”

She grabbed it with her magic and brought it closer to her face. She looked at it, but was unable to determine why it was smoking. It seemed to be made of some kind of metal, but Luna had limited knowledge about it.

“I don’t know what this thing is, but hopefully one of my contacts do.” She placed the headband in a magic pocket. Her eyes wandered back to the unconscious griffin and a sly smile formed on her face.
Her horn lit up again and a blue aura engulfed Shiv’s entire body.
A few minutes passed and Luna took a deep breath. “This should keep you from doing anything stupid.”

She lifted him onto her back and flared her wings. She leapt off the cloud and slowly soared towards the ground.

* * *

Several long hours of constant flight had passed and the hours were growing late. Celestia opened her eyes, blinked a couple of times and let out a long Yawn. She shook her head in a futile attempt to rid herself of post sleep sluggishness.
“Grr,” she mumbled and her horn began to glow. She focused for a brief moment and used her magic to get rid of her post sleep fatigue. She looked around the carriage's inside and quickly remembered where she was.

“Guards, how much further to Axehaven? I’m starting to grow impatient,” she asked telepathically.

“Axenhaven is straight ahead of us and we will reach it in a matter of minutes, my Queen,” the guards answered in a unified thought.

A smile creeped onto Celestia’s face. “Excellent.”

She used her magic to pull back the curtains inside the carriage. She leaned her head forward and proceeded to look out the window.
She saw a big black spherical construct in the distance. This black sphere is the first safety measure. It’s coated in a very rare material that nullifies all kinds of magic.
The second measure is four strategically placed towers, these towers serve as the first level of several offensive measures. They fire massive fireballs at anything in their range that is unauthorized to be there, not even the local wildlife is safe.
These four towers are all connected to a massive orb located deep inside the prison. This orb is a true masterpiece of science, magic and, ancient rune forging. It serves as an artificial mind that never requires any rest or maintenance. And if necessary it can boost the firepower and fire rate of any of Axehaven’s defences. It has several other tasks, but they are highly classified.
This is however only what guards the main entrance. Once inside the city several more levels of security awaits.

The city of Axehaven is located deep underground and the prison part is located so deep down that it’s surrounded by natural magma.
To get inside one must be granted passage by the current warden of the prison. And in order to get that, one must follow a very long and complicated set of rules.
It takes a little over a year to get a response and even if you’re lucky enough to get an appointment, you’ll have to expect to wait at least another 5 years.

“Hmm, the towers seem to have been heavily reinforced and coated with purified direstone. That’s good, perhaps a little excessive, but I guess they serve their purpose far more efficient now.”

She pulled back her head and assumed a more comfortable position. She took a deep breath and tried to relax, but something was itching in the back of her mind, but no matter how hard she tried to scratch, it wouldn’t go away.
She took another deep breath and let out a sigh. “Soon Starswirl. Soon you’ll be back in my service and I’ll have my little ponies safely back in between my hooves.”

She closed her eyes and her mind slowly drifted away.

“Aunty Celestia! Aunty Celestia!” a soft voice shouted.

Celestia opened her eyes and was greeted by a five year old Cadence, who was jumping up and down in an excited manner. Celestia’s heart filled with warmth and a smile filled with joy spread across her face.
She looked at the filly and reached out toward her. She picked up the child, brought her to her chest and hugged her softly.

“Aunty!” Cadence whined.

Celestia released the child from the hug. “What is it, my little angel?” she said with a smile.

“You pwomised to pway in the pool with me!”

“Huh?”

Celestia quickly looked around and realized that the two of them were in the royal garden, next to the pool. She looked down at Cadence and realized that the filly was wearing a pink swimsuit, with yellow flowers on it. “Of course, cutie, but aren’t you forgetting something?”

Cadence sat down on the ground, stuck out her tongue and put a hoof under her cheek. she concentrating hard on what she had forgotten, but after a few moments her eyes began to fill with tears. She looked up at her aunt, her lower lip quivering. “I don’t wemembew!” she sniffled.

Celestia folded her legs and laid down on the ground. She kissed the filly on the forehead and said. “There is no reason to cry, sweetie. Try to remember. What are the things we always bring to the pool?” she said in a motherly tone.

“Umm, Towews, bathingsuit…”

Celestia saw that Cadence was starting to get upset again, so she did the only sensible thing. “Quack, quack,” she said.

Cadence face lit up. “My duckie fwoaties!” she said, her face beaming with pride.

“That’s right! And where did we put your duckies?”

“In the towews!” Cadence stood back up and ran towards the towels.

Celestia watched happily as the filly unfurled the towels and found her duckies. “Good job, sweetie! Now let’s blow them up!”

Suddenly all the colors vanished from the world and everything turned gray. The filly was gone and in her place stood her adult self. She slowly turned around and said something,but Celestia did not understand what she said.

“C, c, can you repeat that, sweetie?” she stuttered.

Cadence’s eyes were glowing red and her horn followed the same path. A red aura engulfed the sun and ripped it from its spot in the sky. “No. Let’s blow you up,” she said in a cold and emotionless voice.

The sun fell from the sky, burning everything that stood in its path. Celestia was at a loss for words and the heat from the sun only grew stronger. She tried using her magic, but nothing was happening.
The sun began to consume the planet and Cadence was burned to ash. Tears flowed down Celestia’s cheeks and she screamed at the top of her lungs, but no sound made it out her mouth.
The sun crashed into her and a great deal of pain surged through her forehead.

“My, Queen, we are under attack!”

Celestia’s eyes popped open and she snapped back into reality. She pulled back the curtains with her hooves and saw fireballs raining from the sky. Her guards were doing everything in their power to dodge them, but the constant barrage made it very difficult.

“What the hell is going on!?” Celestia shouted.

“My, Queen, we seem to have been targeted by Axehaven’s defences!”

“What the fuck are those idiots doing!?” she roared.

Author's Note

7th of july 2013... Wow, this took almost two years. I really have no excuse, but I’ll make one anyway.
I have been busy with real life and other stories. Eeyup, that is kind of everything.

Anywhore. I hope that you enjoyed this chapter and hopefully I’ll get in the mood to work on the next chapter soon.
I don’t want’ to make any promises. My brain is a messed up place and it rarely wants to focus on the same thing as myself.

Feel free to leave any kind of criticism and if you find any grammar errors feel free to point them out. I don’t have any kind of editor besides myself, so I hope this is readable.

Shout-out to my friend Maroonlover, who forced me to write this chapter. :pinkiehappy:

I don't know why, but the formating always seems to get messed up once I transfer anything from Gdocs. I hope it's not too bad.

Have a nice day and keep on being awesome!