Shades of the Past

by vx2254

Nothing lasts Forever...

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Twilight and Rainbow Dash's return to Ponyville revealed that they weren't the only ones informed of the recent tragedy at Cloudsdale; dozens had gathered around the newspaper stands, voicing their concerns and horror as they read about the incident at Cloudsdale, as described by Pegasi who had fled the invaded City. Nopony here had ever experienced war, or violence, to the degree these ancient Pegasi seemed to have experienced. All the exploits Twilight and her friends had gone through before couldn't prepare them for this; for the first time in their lives they saw an estimated death-toll in the papers, proof that these ponies flying under the banner of Pegasopolis were willing to go to levels far beyond anything anypony had experienced for over a thousand years.

"Twilight! Rainbow Dash! There you are; have you seen the papers?" Pinkie Pie asked as the two stood at the edges of the crowded newsstand.

"By Celestia; this is absolutely terrible! These brutes have committed the ultimate taboo! When the Princess' intervene they'll surely have them banished for all eternity." Rarity said, having left her shop to see what all the commotion was about.

"Th-they killed ponies, Twilight... Killed..." Fluttershy said quietly, scared and in disbelief at this fact.

"What've the Princess' said, Twilight? Are they gonna fix this thing? How are we gonna help? Most importantly; where did these ponies come from?" Applejack asked, all her friends engaging in a conversation with one-another, their confusion just as chaotic as the confusion all around them. Twilight couldn't help but wonder if these ponies had been trapped in the pocket dimension she had opened earlier... Then again, that wasn't possible; to have an army of Five Thousand locked inside a timeless dimension-within-a-dimension for over a thousand years... Right?

Twilight felt as though she were going crazy, all the noise around her, all the thoughts tearing through her mind; it was all almost entirely overwhelming for her. Then, a gasp from the crowd as all turned their attention upwards to see the Princess', Celestia and Luna, along with Princess Cadence and her husband, Shining Armor. They had all gathered with soldiers from Canterlot and the Crystal Empire primarily, with support from the various other Cities and Towns across Equestria on the way.

Their chariots landed, the Princess', Prince, and their Royal Guard stepping out and walking through the crowd of panicking Citizens, all bombarding the Princess with questions. The princess' didn't ignore the people., acknowledging their questions, though assuring them all they knew would be revealed momentarily.

"Princess Celestia..." Twilight said, guilt tearing the pony apart as she began to feel more and more responsible for this.

"Princess Twilight." Celestia replied, addressing her student formally before nodding to Luna and Cadence, the four Princess' gathering amidst the crowd of panicking ponies. "We've come to evacuate everypony to Canterlot; the lowlands aren't safe, especially unprotected towns like Ponyville. Hurry and gather anything of importance you can carry, the longer we stay the more danger we're placing ourselves in." Celestia said to the crowd, watching as they dispersed.

"Where did these Pegasi come from, Princess...?" Twilight asked as she and her friends stayed behind with the other Princess', though it was clear each of the others wanted to gather that which mattered most to them and leave for Canterlot.

"I remember reading once, that in the days just after the Unification of Ponykind, not all Pegasi agreed with Commander Hurricane's treaty with their long-time enemies. While some merely voiced their objections, others didn't take too kindly to the terms of the treaty and, in defiance, a general known as Crimson Sky led her Legion against the Commander. According to the manuscript; the entire army was banished by the Unicorn Lords newly allied with Hurricane, locked away in timelessness for all eternity, or so they had come to assume. I believe these ponies may very well be the ones described by the documents I've read..." Celestia said, an expression of worry on her face as she filled the others in on every detail she knew.

A shriek from the crowd suddenly drew their attention, as they turned their gaze skyward; Thousands of Pegasus-Warriors blotting out the sun as they flew for Ponyville. The leaders of Equestria were wide-eyed as their Soldiers scrambled to see the panicking population safely to the trains, lest they all be surrounded and trapped by the opposing force.

"I thought they would have gone for Canterlot... Why are they here?" Celestia asked out loud, knowing very well why; someone in Cloudsdale must have betrayed the location of the Elements of Harmony, and their importance in upholding peace and harmony in Equestria. Now here they stood, moments before facing a superior force in an unfortified town with an under-armed, under-prepared, badly outnumbered force of soldiers who were otherwise preoccupied with getting the many residents of the community to safety.

"Ah have to get my family outta here!" Applejack said, rushing off to Sweet Apple Acres, fearing for the safety of her sister, brother, and grandmother.

"And I must get Sweetie Belle!" Rarity exclaimed, running off to try and find her little sister.

Pinkie Pie was long-gone, presumably going back to Sugarcube corner, for what; they couldn't say, as the Pink mare was always very unpredictable. Fluttershy, Rainbow Dash, and the Princess' were all left standing in the square as other ponies rushed to and from their houses, trying to reach the trains or save their valuables from being destroyed or pillaged by the approaching force.

"Fluttershy!" Twilight exclaimed, grabbing the attention of the panicking mare. "They seem to be ignoring your cottage; we need you to go back there and prepare an escape route for us; stick low and to the stream and you should be fine." The recently-crowned Princess said.

"O-okay..." Fluttershy said, the urgency of the situation providing her with plenty of motivation to do as she was told, heading to the stream that ran through Ponyville in an attempt to go past the incoming army unnoticed.

"Rainbow Dash; catch up to Applejack and tell her to meet us at Fluttershy's cottage; I'll go find Rarity and Pinkie." Twilight said, receiving a salute from the Rainbow-Maned Pegasus before she took off after Applejack.

"That sounds like a sound plan, Twilight Sparkle. We shall attempt to buy you as much time as possible." Princess Luna said, nodding to her older sister and Cadence, the Princess' spreading out to rally their forces in the Town Square, many of the Civilians already leaving via train, others taking their chances in the fields and rolling hills leading out of town to the East.

Only Shining Armor stayed behind, approaching Twilight and pulling her into a quick hug before letting go. "Stay safe; Twili." He said, running off to join Cadence and the troops they'd brought from the Crystal Empire.

Twilight nodded and watched as the Pegasi began to surround the town in a tight circle; cutting off the main community from the outside world. Some detachments were seen being sent to the outlying farms, but other than that they would face the bulk of the enemy force here in town, it seemed. Knowing there was no time to waste, Twilight teleported herself to the Boutique, Rarity's shop.

"Sweetie Belle! Sweetie Belle! Where are you!" A panicked Rarity called out loud as she searched all over the place for her younger sister, whom she had been watching earlier in the day until the incident was brought to light.

"Rarity; if she's not here then she's probably with Applebloom and Scootaloo. I'll help you look, but first there's something I have to tell you: Once we find your sister, we have to follow the stream out of town and to Fluttershy's cottage; we can lay low just inside the Everfree Forest and make our way around the barbarians." Twilight said bluntly to her friend, who though of snapping at Twilight, though as the Alicorn spoke, the white unicorn calmed down somewhat.

"Very well; that sounds like a good plan. Let's hurry, then; there's no time to lose." Rarity replied, rushing out the door, stalling when she saw what was outside.

"What? What is...?" Twilight said, interrupted by the frightening sight. The Invasion had begun; Royal Guards desperately fighting a losing battle against the invaders, the Princess' and their guards surrounded and fighting for their lives. She noticed Rarity shaking in place, watching as a blade met the throat of a Royal Guard; the sight of such cruel violence alien and sickening to her. "Can you Teleport?" Twilight asked.

"Y-yes, of course..." Rarity said, looking to Twilight, the expression on her face showing confusion through her fear and disgust.

"Then go to Sweet Apple Acres; chances are your sister's there." Twilight replied.

"How can you be sure...?" Rarity asked, screaming in surprise as a Pegasus Warrior landed in front of them, lunging towards the two.

A powerful bolt of energy from Twilight's horn knocked the attacker back into the fray, the Alicorn-Princess turning her attention back to her friend briefly. "You'll just have to take your chances; now go! Get out of here!" She yelled, turning to the chaos and plunging head-first into it.

Rarity was taken aback by the aggressiveness in Twilight's tone, reluctantly searching her memories for her sister's clubhouse; visualizing it as she began to cast the spell, disappearing from the chaotic town center in the hopes her sister would be with her friends; alive and well.

Twilight, meanwhile, joined the battle, Stunning her opponents with her magic as she fought her way towards the Princess', praying that the others would be safe and well.


Rainbow Dash soared through the trees, rapidly catching up to her friend and rival; Applejack. The Pegasus easily caught up with the Earth-Pony, flying just above her. "Applejack!" She shouted, the Earth Pony acknowledging her presence by briefly looking her way. "When you've got the others; follow the stream to Fluttershy's cottage!"

Before Applejack had a chance to reply, a group of Pegasi descended upon them, forcing Applejack to skid to a halt as they blocked her path. Rainbow Dash, on the other hand, rammed right into one, pinning her to the ground as she bucked another in the face, charging towards a third, leaving an opening for her friend. "Go!" She shouted to Applejack who ran through the gap, hesitant to leave her friend behind, though she tried to re-assure herself, Rainbow could take care of herself, after all...

As Applejack disappeared into the distance, Rainbow Dash continued her fight against the other Pegasi, pinning the targeted Pegasus to the ground and beating him into submission shortly before she felt a pain on the back of her head, her vision going blurry before everything went dark for the young Mare, her unconscious body being dragged away by several Pegasi.


Pinkie Pie found herself heading towards Sugarcube Corner at full gallop, having left her friends behind in the Square. Such a sudden and dangerous situation had caused her priorities to change dramatically; she had to ensure the Cakes were safe, she just had to. It wasn't long before she found herself at Sugarcube Corner, where she lived and worked. The normally cheerful pink pony was worried, fearing the worst.

"Hello!?" She called out, noticing nopony in the shop... Maybe they made their escape with the others? Still; chances also were they could be hiding somewhere; she did play hide and seek with Pumpkin and Pound Cake frequently and knew of at least two good hiding spots. She approached the cellar door, opening it and walking down into the dark room.

"Hel..." She said again, suddenly feeling something blunt strike her in the head, causing her to see stars as she collapsed to the ground. A light was lit as Ms. Cake stood over Pinkie Pie holding a rolling pin, her eyes wide as she realized it was just Pinkie Pie, not one of the invading Pegasi.

"Oh my goodness; Pinkie, are you okay?!" She exclaimed, worried that she might have hurt the young mare.

The Pink mare struggled to keep focused, barely hearing Ms. Cake as she tried to stay awake. "Y-yeah... My head hurts, b-but I'm fine." She said, as Mr. Cake offered a hoof to help her up. "I'm g-glad to see you're okay..."

Ms. Cake dropped the rolling pin and shut the cellar door, the sounds of battle outside muffled. "I'm so sorry, I thought you might have been one of them. We've been hiding here since the battle began, it was just too chaotic for us to reach the trains in time. With any luck, nopony should find us in here, we can wait this out as long as we have to." Ms. Cake said, about to receive a response from Pinkie Pie when the sounds of hoofsteps above were heard.

All fell silent in the cellar as the five ponies hiding prayed to Celestia they wouldn't be discovered, the screams and steel clashing starting to die down as the battle came to a close. Then, after what seemed to be years of silence, an explosion which rocked the very foundations of the building, the foals crying as the adults were thrown off balance, food and other supplies falling off their shelves the crying of young Pound and Pumpkin all that was heard soon afterwards...


Rarity materialized inside the clubhouse belonging to Sweetie Belle, Applebloom, and Scootaloo, or the Cutie Mark Crusaders, as they called themselves. It seemed nopony was inside, causing the Unicorn distress as she looked around for signs they had been here recently, sighing in relief upon noticing the unlit oil-lantern still gave off heat. She burst out the door and jumped to the ground, galloping off through the orchard of Sweet Apple Acres.

"Sweetie Belle! Scootaloo! Applebloom!" She called as she ran through the path.

"Rarity?" A familiar-sounding voice said as the three fillies came into sight up ahead.

"Oh, Sweetie Belle!" Rarity exclaimed, her relief beyond expression. She quickly caught up to and grabbed her sister, hugging her tightly as tears streamed down her cheeks. "I'm so relieved you're safe."

"Why wouldn't I be? What's going on?" The young filly asked as she was set down by her older sister.

As Rarity was about to explain, a crash was heard from the nearby farm-house. The four made their way closer, only to find Applejack and Big Mac being overwhelmed by a large group of Pegasi.

"Sis! Big Mac!" Spplebloom exclaimed, trying to run and help them, only to find herself pulled back by Rarity.

"No! This is a fight we can't win!" Rarity said, pulling the struggling Earth Pony back.

"Sweetie Belle would do it for you, now let me go!" Applebloom said, the young filly nearly slipping out of Rarity's grip.

"Applebloom; there's too many! Applejack wouldn't want to see you fall into their hands either, we have to escape! We'll rescue her, I promise." Rarity said, this somewhat calming her friend's sister.

"It just ain't fair..." Applebloom said, tears forming in her eyes as she watched Applejack and Big Mac being tied down and beaten by the Pegasus Warriors. She then noticed several turning their attention to them, fear washing over her and her friends.

"Girls; get to the stream that leads to Fluttershy's cottage; stay low and keep moving,  I'll meet you there." Rarity said to the fillies.

"But Rarity..." Sweetie Belle replied, about to protest when the Pegasi spread their wings, flying towards the group.

"Run!" Rarity shouted, casting bolts of magic as the incoming Pegasi, stunning two while the rest dodged. The three fillies behind her felt their fight-or-flight instincts kick in, choosing flight over fight. The three ran back into the orchard as Rarity drew the attention of their pursuers. The three dived into the underbrush, Sweetie Belle looking back to see a Pegasus flank Rarity, ramming into her and knocking her down. Sweetie Belle's mouth hung open as she watched her sister try and fight back, only to be repeatedly kicked and beaten by the Pegasi, tears forming in the unicorn filly's eyes as an unconscious Rarity was being dragged away.

"Come on, before they come after us next." Scootaloo said, her two friends in tears seeing their loved ones abused and captured, being taken to Celestia-knows-where. Applebloom and Sweetie Belle both considered going back, though Rarity had given her freedom to ensure theirs, while they didn't like the idea of leaving their sisters and brother at the mercy of those barbarians at all, they had no choice. It wasn't long before they found the stream, the Cutie Mark Crusaders doing as they were told, staying low and following the body of water in the hopes Fluttershy would be at her cottage and able to help them.


Fluttershy crept through the stream, her hooves, legs, and tail soaking wet, though if that's the price she had to pay to avoid detection, then so be it. The foilage growing around the Stream provided some cover, and it seemed the Pegasi surrounding the town overhead were focusing more on the town than they were the open areas around it. It took time, but eventually she reached her cottage, giving a sigh of relief as the familiar structure came into sight. Her relief faded, however, when several Armored Pegasi walked out of her house, apparently there to search the structure for any pony that might have lived inside. With speed that could match Rainbow Dash's, Fluttershy took cover in the bushes, watching as the other Pegasi took flight and re-joined their comrades in the skies.

When she was certain they left, Fluttershy ran inside her small house, noticing her furniture overturned, the inside wrecked entirely; animal caged broken open and everything out of place. Tear began forming as she wondered what became of the animals that sought shelter here, screaming as something pulled on her tail. She turned and readied herself for a fight only to see it was her pet; Angel Bunny, along with other animals, shaken up but otherwise unharmed.

The animal-loving pony sighed and sat down, smiling weakly at the animals. "It's good to know none of you were hurt. My friends and I are going to attempt to escape... And yes, of course I'll bring you with me. No, I don't know when they'll be here... We just have to wait, I guess." Fluttershy said, somehow able to communicate with the animals on a level no other pony could understand. Looking outside, she saw her chicken coop destroyed, the chickens inside more than likely taking shelter in the everfree forest, and all the other pens left alone, though she had been looking after small woodland creatures at the moment, therefore there was no need to worry about anything bigger than a chicken.

After a good hour or so of waiting, Fluttershy heard a knock on her door, interrupting a conversation with several creatures about the best routes to take through the edge of Everfree. Fearing the worst, Fluttershy nervously approached and opened the door, peeking out to see... Nothing? She looked further down to see three familiar faces.

"Oh, girls; it's you." She said thankfully, opening her door entirely. She noticed Sweetie Belle and Applebloom crying, while Scootaloo kept a straight face, or at least as straight as he could considering the near-overwhelming circumstances. "What's wrong?" Fluttershy asked, worried.

"R-rarity..." Sweetie Belle said.

"A-and Applejack... And Big Mac..." Applebloom added.

"They caught them; we don't know where they took them, but they were caught..." Scootaloo said, her friend bursting into sobs as they both hugged Fluttershy. She returned the hug, trying to calm them down, though in her mind she could hardly believe they were really captured... What of Rainbow Dash, then? Or Twilight and Pinkie Pie? Her answer soon came in the form of a loud explosion as their attention turned to a window near the door; most of Ponyville being consumed in a powerful burst of magical energy, half the town being destroyed and hundreds of Pegasi being blown all over the place, some appearing to have been burned. Fluttershy gasped and held her mouth open as she watched the town consumed, destroyed, and hundreds dead, fearing the worst. Tears came to her eyes once more as she looked down at the terrified fillies before making a decision.

"We have to go." Fluttershy said simply, letting go of Sweetie Belle and Applebloom.

"B-but what about the others?" Sweetie Belle asked, something telling her they wouldn't be coming...

"Some of the animals will stay behind and guide them through the edge of the forest, but we have to get out of here..." Fluttershy said, a bird chirping as it flew in through an open window and over to Fluttershy. The mare's eyes went wide as she was informed of the approaching Pegasus Soldiers, knowing there was no way they'd go unnoticed on their way to the Everfree forest's edge.

"Wh-what is it...?" Applebloom asked, getting a bad feeling.

"Girls... You'll have to run. Follow the Squirrels, they'll guide you through the best paths. I... I'll keep them off your backs." Fluttershy said, shaking in place as she worked up the courage and resolve to divert the attention of the approaching enemies.

"No! We've already lost too many ponies close to us, there has to be another way!" Scootaloo exclaimed, tears welling up as she could easily guess what Fluttershy was about to do.

"We don't have any other options; if we try running we'll likely be caught and they'd probably be all over us before we could reach the forest. I'll try and draw their attention away; but you have to get out of here. Please... Please don't make this any harder than it already is." Fluttershy responded, tears falling off her face as she spoke, recieving no objection from the three young fillies.

"Okay..." Applebloom said, Sweetie Belle and Scootaloo nodding as she prepared to run.

Fluttershy took a deep breath as she prepared to take off, kicking off the ground and flying through the window and into the fields running parallel with the Everfree Forest. "You there, halt!" She heard behind her as she flew fast, faster than she'd ever flown before, desperation allowing her to match the other Pegasi in speed, drawing all of them away from the cottage successfully.

When all the approaching Pegasi found themselves busy chasing Fluttershy, the Squirells the aforementioned pony had been caring for guided the Cutie Mark Crusaders out of the house through the back way, the three fillies making a mad dash for the edge of the forest. They reached the safety of the bushes, praying for Fluttershy's safety as they traverse through the underbrush on the outskirts of the vast forest.

As for the pink-maned mare, she found herself quite some distance from the cottage before fatigue began to set in. She lacked the endurance to keep flying, especially at speeds such as these. She flew down to the ground and turned, the Soldiers giving chase surrounding her rapidly. Seeing no other option, and lacking both the will and strength to fight, Fluttershy sighed and spoke softly. "I surrender..." She said, a pegasus Mare approaching her.

"Pathetic." She said, hitting Fluttershy right in the nose, causing the shy pony to exclaim in pain as she stumbled backwards. "A disgrace to Pegasus-Kind!" The mare before her declared, grabbing Fluttershy by the throat and punching her across the face, the mark left by her hoof aching. "You're lucky you're wanted alive and well, else I'd have clipped your wings myself, weakling." This soldier said, letting go of Fluttershy, who was sobbing and in pain. "Now get moving!" Fluttershy recoiled at the aggressive tone of the other Pegasus, turning and walking alongside them, shying away from them all, watching as they stared at her, whispering, laughing, mocking her. The young Pegasus Mare continued to cry as this brought back awful, awful memories, though this was the first time in her life she'd ever been exposed to physical violence... It hurst just as much as their hurtful words and judgmental looks, the young mare offering a silent prayer to Celestia for somepony, anypony to help her...


It was quite clear to Twilight from the very beginning this battle was hopeless. Still; she fought alongside the Princess' and her brother, in the hopes they could stall for time. It was no use, however; one by one their soldiers fell around them, a few left alive and surrounded from all sides by the enemy. Twilight knew something had to be done, something drastic and, ultimately, destructive. Still; she couldn't keep fighting forever, nor could the rest of the Princess', and it would be better they condemn themselves to timelessness than allow themselves to fall into the hands of their enemies.

"Cadence! We have to get everypony else out of here!" Twilight exclaimed, her friend and fellow Princess understanding what she meant. It seemed her brother did as well.

"No! I'm not leaving you here!" He shouted assertively, fighting off a Pegasus Warrior as two of the four Princess' began to teleport the other soldiers to the Crystal Empire. "Cadence, don't!" Shining Armor said as his wife turned her attention on him. "I... I'm sorry." She said, her horn starting to glow as Shining Armor disappeared, teleported to the safety of the Crystal Empire along with the remnants of their Guard.

"Twilight; what are you planning?" Luna asked, the horribly outnumbered group of demi-goddess' sensing a great energy building up around them.

Twilight channeled the limitless powers of magic, focusing it all on this point, creating what was effectively the eye of the storm and a powerful burst of energy shot forth, consuming half of Ponyville as it expanded, the shockwave preceding it knocking many Pegasi back, though many still found themselves caught up in the wave of energy, it being too much for their bodies to handle. Many were disintegrated entirely, those unfortunate enough to have been caught at the edges burned terribly. And when the energy finally dissipated, then the all-consuming explosive blast of magical energy died down, all that was left of the town Square was nothing other than scorched earth and ruined buildings. The Princess' were gone, hundreds dead or unaccounted for, and the armies of Pegasopolis left to claim victory...


General Crimson Sky herself had come to oversee the battle, watching as her great, veteran troops tear through the pathetic Equestrian Royal Guard. They mercilessly slaughtered their foes and had soon worn down the pathetic force to the Princess' alone.

"Victory is within our grasp..." The General stated as she put her helmet on, drawing her blade. "All forces; forward! We show the world here and now that no power can match the might of Pegasopolis!" The General shouted as she prepared to lead the charge forward. Then it happened; a burst of magical energy greater than any she'd ever witnessed before. The shockwave drove her back through the street, throwing her into a wall. As the general recovered, the looked up in time to see the wave of pure energy rapidly approaching, feeling the burn and her flesh and coat. She screamed in pain as the wall around her collapsed, covering her and shielding her body from the rest of the blast.

Hours seemed to pass for her as she found herself on the fringes of life and death. A sound was heard as bricks shifted and voices sounded; voices she couldn't quite make out. Their tones made enough of an impact, however; the soldiers seemed relieved, terrified, and in disbelief; the burns across her body terrible, or at least so she assumed. She was dragged from the wreckage, the pain intense, too intense for her to handle; the general found herself falling into darkness, onw word clear to her as she slipped out of consciousness; "Victory..."

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