Shades of the Past

by vx2254

Rating: teen
Tags: Dark, Sad, Adventure, Tragedy
Length: 12172

A Threat from Ancient Times long forgotten returns to Equestria, a threat greater than anypony in Equestria can comprehend. What will become of the land of Equestria and its residents?

According to Ancient Equestrian History, Pegasi, Unicorns, and Earth Ponies all came together to live in harmony many years ago, founding the nation of Equestria, an event celebrated by Hearth's Warming Eve plays. However; what if things weren't as smooth or as simple as that? This story will follow the return of a threat greater than any Equestria would have ever faced before; an army thought to have been vanquished in a bygone era; an army which, compared to the peaceful Kingdom and it's residents which have never known true war for many years, could wreak havoc and possibly even bring down the princess' themselves.

The First few chapters will detail the return of the force in question and develop them as the primary antagonists of the story. Later chapters will begin to grow progressively darker and expect to see violence, hatred, and bloodshed later on. Unlike other certain Fic's which include such elements for the sake of shock value, I intend to tell an Epic story of loss, grief, war, and hope when darkness seems to consume everything entirely.

Published 1970-01-01 00:00:00 UTC
Last updated 2013-08-09 19:10:35 UTC

The Return

A light shined through the window of the Tree-Library, nestled in the heart of Ponyville, a peaceful community on the edge of the great Everfree Forest, the mighty Capital City of Canterlot overlooking the small community. Inside, the sleeping figure known as Twilight Sparkle stirred, her wings tangled in her blankets. She muttered a curse at her inability to control her new appendages, yawning as she sat up and proceeded to use her magic to help remove the offending object from her body.

The new Princess had been given a few weeks to adjust to her new body and to prepare herself for the next level of studies she'd be assigned to by the Princess, all the worries and questions she'd escaped from in the realm of dreams returning to haunt her as she got over the disorientation of sleep. Twilight yawned again as she brushed her mane and tail back into their usual shapes, soon satisfied with her much more orderly style, save her wing which were so difficult to control, even still after a good three days since the coronation.

Still; she figured reading would take her mind off all the issues, it usually did. She carefully walked downstairs, so as not to disturb the still-sleeping Spike, exhausted after a day of chores yesterday; Pinkie Pie's latest prank-gone-wrong leaving the library a total wreck. That was all in the past now, however; the Alicorn Princess smiling as she looked over the library, restored as if nothing wrong had ever happened before.

She spent quite a bit of time searching, trying to decide which book would be best to lose herself in. Eventually; she came across one regarding the existence of Pocket Dimensions where one could theoretically store anything of any size in a realm where time meant nothing, able to recover it at any given time almost entirely as they left it. Twilight found herself fascinated by this concept, but had never been powerful enough to tear the fabric of Dimensions, as was required to access a pocket dimension.

After a good hour or so of reading, it finally dawned on her; what if, with her powers being amplified as an Alicorn, she could access a pocket dimension? Her curiosity getting the better of her, she set down the book and began to cast the spell. It seemed, at first, there was no effect; then a slight discoloration appeared as the veil between worlds opened itself; this event being exciting to Twilight, she put a little more effort into it than intended. The tear suddenly became much larger than she wanted it to; an entire stack of books falling in and remaining motionless in the seemingly colorless dimension as Twilight panicked, once again pouring much more energy than was necessary into the spell. In a desperate attempt to resolve this issue, she began to cast a reversal spell also covered by the book, the tear sealing as the books disappeared, leaving no trace they'd ever been there.

"T-twilight...?" She heard from upstairs, the sound of Spike's claws clacking on the floor heard as the Baby Dragon walked towards the stairs, stopping at the top and looking down at her. "What's going on?" The exhausted dragon/assistant of Twilight's asked.

"Oh; it's nothing, nothing at all, Spike. No need to worry." The Princess replied, giving a nervous smile as she couldn't help but wonder what sort of effects her meddling could have had beyond the library... Then again, she hadn't put that much energy into her spell... Right?

"Well, okay; if you say so." The Dragon replied, starting to walk downstairs.

"Oh; you can sleep in today if you want, Spike. I'm going to go see what the others are doing today, maybe train a little with Rainbow Dash; if you need anything I'll likely be with one of them." Princess Twilight said to her assistant as she began to walk out the door.

"Okay... Thanks, Twilight. Have a goos time." Spike said, grateful for the opportunity to sleep a little more, still very tired from all the work yesterday.

Twilight walked away from the library, her mind troubled by even more questions, fears, doubts; all the tension eating away at her from the inside. What if she'd done something to horribly upset the balance of the world as it was? Then again; things seemed to be fine as she walked through the streets of Ponyville... This reassured her, somewhat; deciding to wait for the Newspapers rather than assume everything across Equestria was fine as well. Her troubled thoughts soon took a backseat in her mind as she saw Fluttershy, Pinkie Pie, and Applejack all gathered in the Town Square, conversing with each other. They soon noticed Twilight and waved over to her with smiles, their friendly faces reassuring Twilight that all would be well and that if she had made a catastrophic mistake; that her friends would be by her side as she worked to correct her errors, as had been the case many times in the past.

"Oh! Twilight! DidItellyouabouttheCupcakeEatingContestIwonjustafewminutesago?Wait,noIdidn't,'causeyou just got here. Anyway..." Pinkie Pie said, talking fast and excitedly as usual, the other three listening patiently as Pinkie went over the details of her morning, each surprisingly having events to share, albeit ones that were in no way, shape, or form dangerous, and some of which were quite Comical; such as Fluttershy attempting to negotiate peace between her favored pet, Angel Bunny, and a family of Gophers which were being nursed back to health by the animal-loving Pegasus after a particularly nasty series of accidents.

While life went on as usual for the ponies of Ponyville, Twilight's experimenting did indeed have a great impact on Equestria. Outside the city of Cloudsdale, the residents watched in confusion and curiosity as a tear in the very fabric of dimensions opened, wide enough for hundreds of Pegasi Warriors, flying under an Archaic Banner with weapons and uniforms of a long bygone era shining in the rising sun, as they poured through in greater and greater numbers, the breach in the dimensional barrier closing as a full legion of Five Thousand now stood outside the cloudy gates of Cloudsdale.

"Hurricane, you traitor! You and your Unicorn Allies could not keep me trapped forever! Your weakness will not condemn Pegasus-kind to its doom, I would sooner die than swear my allegiance to this foolish vision of 'peace' you would ruin as all with!" A Crimson-coated mare adorned in Gold-Decorated Armor shouted in an older, though still understandable dialect of Equestrian, the confusion ponies felt before turning to fright as this mad-mare ranted. "Charge!" She shouted, a cry rising up among the ranks of her Legion as they drew their blades, flying in full force towards the City of Cloudsdale, now thrown into a panic as the army approached, blades drawn and violent intent clear as they stormed the walls of the great Pegasus city...

One By One

The day progressed as normal for the Citizens of Ponyville, nopony aware of the danger that was consuming the city of Cloudsdale as they went on about their lives. The day drew to a close, Twilight finding herself helping her friend Applejack deliver a large order of Apple Products to the town's small hospital.

"Hey, Applejack; have you seen Rainbow Dash at all today?" Twilight asked as they walked away from the Hospital once the delivery was finished.

"Can't say that ah have, Twi. She's probably sleepin' late, or maybe just elsewhere around town..." Applejack said, almost having a heart attack as soon as a familiar Rainbow-Maned Pegasus suddenly dropped down in front of them.

"You were talking about me?" Rainbow Dash asked, trying to hold back a laugh as Applejack stumbled backwards.

"That ain't funny, Rainbow." Applejack replied, calming down some after the sudden shock of the Pegasi's appearance.

"Really? You should have seen the look on your face." Rainbow Dash said in response, laughing while Applejack sighed and looked over at Twilight, who seemed to be holding back laughter as well.

"S-sorry, Applejack." Twilight said, putting on a straight face so as not to offend the orange-coated mare.

"So; how has flying been, Twilight? Feel up for practicing today?" Rainbow Dash asked, eager to get to it, it seemed.

"Sure, they could probably use a little exercise." Twilight replied, avoiding the first question as she hadn't really flown much since the Coronation, which was odd now that she thought about it; how it seemed so natural then, only to seem so difficult to learn now. Better not to question it, she guessed, watching as the excited Rainbow-Maned mare before her spread her own cyan wings.

"Alright, then! Let's get going!" Rainbow exclaimed, taking off, Twilight following by hoof. "Later, Applejack!" Rainbow Dash shouted back as she flew off to the flight-practice course, Twilight stopping briefly to wave goodbye as Applejack smiled, waved back, and continued on her way back to town.

Twilight looked ahead, the distance between herself and Rainbow Dash being greater than she'd anticipated. She sighed as her wings spread out, for once when she wanted them to, it seemed. She kicked off the ground, frantically flapping her wings to stay airborne, doing so in a manner that was very unstable and required a lot of effort to maintain. Then some of Rainbow Dash's advice came to mind; leading to her taking a deep breath and calming down some, allowing her to stay in the air with little effort, as she cleared her mind and let her wings do their job.

The Alicorn then opened her eyes to be met with... A tree. The sound of the impact echoed through the otherwise noiseless field as Twilight ran face-first into the tree, falling down to the ground with a bleeding nose, stunned and disoriented. Her vision began to return to focus eventually, Rainbow Dash standing over her with a hoof held out to help her up.

"That was a pretty nasty crash there, you okay, Twilight?" Rainbow asked as the lavender Alicorn sat up slowly.

Twilight grabbed her friends hoof, shaking off the disorientation as Rainbow pulled her up. "J-just a little headache; I'm fine." Twilight replied, holding her head at an angle to keep her bleeding nose from making a mess.

"You actually flew pretty well for a moment there, you know that?" Rainbow asked with a smile as she took off into the air again. "Right, I guess we'll start once your nose stops bleeding then. Unless you'd rather go home, of course."

"No, I can watch for a while." Twilight replied, sitting in the grass, watching as Rainbow Dash practiced some tricks and maneuvers, always impressed with how her friend made flying look like an art, even the most simple of tricks pulled off near-flawlessly by Rainbow Dash. She sat for a while, waiting and watching, eventually standing and taking a deep breath as she readied herself for flight once again. Twilight kicked off the ground, wings spreading and carrying her off the ground in a much more smooth, stable manner than before. Rainbow Dash watched from above as Twilight gained altitude, soaring down to meet her as the Alicorn struggled not to look down.

"Not too bad; want to race?" Rainbow Dash asked as she flew side-by-side with Twilight, who seemed nervous as she began to fly forward with Rainbow Dash, slowly at first, though eventually gaining speed.

"Uh... O-okay..." Twilight replied, almost spun off course as Rainbow soared ahead of the Alicorn. Recovering from the sudden shock of the moment swiftly, Twilight began to fly after Rainbow Dash. The feeling of flight was nothing short of amazing to her; the wind in her mane as she gathered speed, the great feeling of freedom as she flew with Rainbow Dash among the clouds, all of this felt so new and absolutely amazing to Twilight. She almost forgot about the race as she maneuvered over, under, and around clouds, for a moment she even forgot she was putting any effort into flying whatsoever, the feeling become more and more natural to her as she flew over Ponyville. She was nowhere near as talented at this as Rainbow Dash, of course, but she never once hoped to compete with the mare who could pull off a Sonic Rainboom.

Twilight once again found herself drawn away from the world of her thoughts to reality, this time thanks to a could she had not been paying any attention to. She came to a sudden stop, the impact into the soft, fluffy mass of vaporized water feeling much, much more comfortable than the tree she crashed into earlier, save for the fact she now found herself stuck inside the cloud. As she struggled to pull her head out of the clouds, literally, she heard Rainbow Dash laughing shortly before the pegasus yanked on her tail, freeing her from the cloud. Because of this, Twilight found herself falling down to the ground below, thrown into too much of a panic to fly, though her wings still spread, slowing her fall and allowing the Alicorn to glide somewhat gracefully down to the ground, with Rainbow Dash following her in her descent.

"Twilight!" The two mares heard as they landed, the voice belonging to Spike. They turned to see him running towards them, a familiar look of urgency on his face as he approached with a parchment in his claws. The exhausted dragon was too out of breath to say anything by the time he reached them, holding the letter out to Twilight, who took and opened it, reading it with Rainbow Dash.

"What!?" Rainbow Dash exclaimed, in disbelief. "We have to get to Cloudsdale, now!" She exclaimed, taking off, only to have her tail grabbed by Twilight's magic moments later.

"No, Rainbow! It's too late... The city... It's already fallen." Twilight replied, having been the one to finish reading the letter. "You'd only be putting yourself in danger. We have to tell the others and contact Celestia, she'll know what to do."

Through gritting teeth and her strong sense of devotion to her home-city, almost as strong as her loyalty to her friends, Rainbow Dash let rationality win this round, landing once Twilight let go and turning to walk back to Ponyville with the Princess. "Fine, but I'm not going to sit around waiting forever." The Rainbow-Maned Pegasus said, the three walking back to Ponyville without another word.

There was chaos and confusion in the streets of Cloudsdale as Pegasi fled the Legion that had breached the walls of the Cloud-City. The few Royal Guards stationed there tried desperately to defend the City, only to be destroyed by the superior training, tactics, and weaponry of the Ancient Army they fought against. To make matters worse; these Pegasi seemed to have little trouble killing, blood being shed, albeit only a little, as few actually tried to resist, but still.

A few Pegasi on the farther end of town made their escape towards other settlements, some flying for Canterlot to warn the Princess' about the threat to Ponykind that had only recently risen, though a majority of Pegasi remained trapped in Cloudsdale by this army, which terrorized the population until finally, the Capital Building with the High Council, standing face-to-face with the General of the invading Army.

"Tell me; where is Commander Hurricane? I do not desire any more unnecessary bloodshed to my fellow Pegasi." The General said, a crowd having gathered, the watchful Legionnaires watching the people with growing curiosity, wondering why so many were out of uniform, why the army stationed here was so small, and why they all seemed to be timid and fearful, so unlike Pegasus-Kind.

"Commander Hurricane is dead, long dead. She's been dead for many centuries; what madness has overtaken you? Why would you disturb the peace like this? Why would you kill innocents!? The Princess' will banish you for all eternity for this!" The High Chancellor exclaimed angrily, showing some strength, standing up to the invaders considering the position he found himself in.

"Dead? Centuries?" The General asked, admittedly shocked at the fact she and her Legion had been locked away that long.  Still, she got over her initial shock, returning to the matters at hand. "Princess'? I take it the Unification Treaty has stood strong this long, then. It is not my intention to kill any more of our great people, lest you prove yourself to be weak and unworthy of the great legacy we all inherit by birth." The Pegasus General said, turning to the crowd. "Citizens, let it be known that I mean no harm to my comrades-in-arms. We are all Pegasi; we are all the greatest of the three species, and many throughout our history have fought long and hard to preserve our honor and glory, to assert our dominance over the inferior races which dwell on the ground below! I do not know how much has changed in the time I've been gone, but whatever the case may be; I shall endeavor to restore us to our rightful place in the world! Let the winds be our guide, let the steel be our voice; let us bring peace and order through superior power, and let all who challenge us face the wrath of our united might." The Pegasus General said, quoting Blue Typhoon, an ancient hero to all Pegasus-Kind, a quote which struck deep with many Pegasi throughout the square.

"Those days of senseless violence and conflict are over, Mad-mare! We have peace, order, and unity; without the need for armies or weapons of destruction and devastation. Why break the peace we already have in favor of war, a war you can't possibly hope to win? The time of our ancestors is long past, all ponies are equal now; so explain why you would pull us back into archaic times? For your outdated sense of 'Glory' and 'Honor'?" The Chancellor asked, his attempt to counter the General's appeal not as effective as he might have hoped.

"Peace? There would be peace; peace through our superior power. Equality? Why put ourselves on the same level as those who dwell below? We are Pegasi! We ruled the skies in the time before your foolish treaty with the Unicorns and Earth Ponies! You are a disgrace to your people and all we stand for, and you shall be punished for your weakness and treachery! Hold his wings out!" The General exclaimed, several of her legionaries surrounding the High Chancellor, holding him in place and forcing his wings to extend, as their General drew her blade and approached the Chancellor, who tried fruitlessly to break free. One swift strike from the sharp steel blade and the Chancellor's right wing was severed from his body, the Pegasus screaming in pain as the General moved on to "clip" his second wing, leaving him wingless; a symbol of dishonor to any Pegasus, at least a symbol in their ancient society. "Toss this one over the sides of the city; he does not deserve to walk among us." The General then said, sheathing her blade as the Chancellor was dragged away kicking and screaming to the edge of the clouds. She then turned to the Citizens, watching in shock, and some in horror as she condemned their High Chancellor to his death. "Citizens! I, Crimson Sky, swear here and now that I will not rest until the great name of the Pegasus Nation has been restored! Together, we can and will rule this world; together we can overcome those who would weaken us with their foolish concept of equality with our lessers! For the Glory of all Pegasi!"

Some in the crowd started cheering, their strong sense of nationalism re-awakened by Crimson Sky and her ideals from archaic times. More and more began to cheer for her, whether out of national pride or fear of her willingness to use violence, one could not say, though it was clear that she had the support of a majority of the Pegasi in Cloudsdale, and to the General, that was all that mattered; her soldiers cheering for her as she acknowledged the reactions she was getting from the crowd, turning to the council behind her, still in shock and terror from the condemnation of the High Chancellor. "Now, tell me; just how much about our land has changed in the years I've been gone." She said, a fire burning in her eyes as she spoke, a plan for revenge taking shape in her mind.

Nothing lasts Forever...

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..."

Seven Years Later

Seven years had passed since the fall of Equestria. Without the guidance of the Princess', the already insufficient army Equestria could muster lost a majority of its will to fight. The many towns and Cities fell, slowly but surely, they all came under the administration of New Pegasopolis, as the country had been renamed. In the first weeks after the incident, many refugees fled North towards the Crystal Empire, though facing the threat of critical food shortages and the ever-present threat of invasion, Prince Shining Armor had the rail lines leading north destroyed, forcing any other potential refugees to brave the cold, cruel Northern Wastes in the hopes of reaching the safe-haven beyond, or remain in Equestria and suffer under the tyrannical rule of the Military Dictatorship established.

To make matters worse; the country had been divided into a caste system, with the Pegasi making up the top of the social ladder; all required to serve as soldiers in the army, receiving proper education and all the rights of first-class Citizens. Unicorns took the rungs below the Pegasi on the new social ladder; treated somewhat decently due to their capabilities with magic. They too received a proper education, and were tasked with either researching new technologies, inventing new machines, or work in the factories if they were incapable of either of the aforementioned tasks. Earth Ponies, finally, found themselves living as the lowest of the low. They were treated, for all intents and purposes, as slaves; forced to work the fields regardless of where their special talent lay, growing food or mining minerals from the earth, both very grueling and demanding work.

The faith in the Princess' began to wane soon after they disappeared, without their Goddess' guidance, many ponies began to lose faith that they would ever return to save them from this waking nightmare they lived day-to-day. Their faith in Celestia and Luna collapsed all but entirely when it was revealed they didn't need the Princess' for the raising and setting of the sun and moon; the most powerful of Unicorns having been gathered by the Pegasi and promised entirely equal treatment so long as they could pull off the movement of the celestial bodies the Princess' were once responsible for, a task in which they delivered through great, combined effort.

During the relatively short 7-year time span, many advances in technology had been made; machinery had come a long way, for both the Military and Citizenry. Factories with proper assembly lines were among the first to be built, producing the tools of war and efficiency New Pegasopolis had now become infamous for. Rather than traditional weaponry; Swords and Spears, the Military looked into projectile weaponry and, using the explosive powder found in fireworks, discovered the ability to launch highly-destructive metal balls at lethal speeds out of inventions which came to be known as "Rifles" and their shorter, single-hoof held cousins; "Pistols". Alongside these great innovations, which made waging war with griffons that much easier; giant mechanized suits of armor were introduced; capable of fighting with the strength of a dozen ponies, while one piloted the fierce, destructive suit of armor, which while heavily armed and devastating; was slow, cumbersome, and incapable of flight.

As for the Elements of Harmony, other symbols of what the former Kingdom stood for, their fates differed, arguably better than the fates of others.

Pinkie Pie found herself deep within the Iron Mines located in the Foal Mountains, working long days, every day, for the past seven years. Her once vibrant pink coat and mane had dulled, the fluffy, chaotic, uncontrollable mane that once symbolized how energetic and full of life she was had gone flat, the curly hair now straight. She and the Cakes had indeed been discovered just hours after the incident, the crying of Pound and Pumpkin giving them away, despite their best efforts to keep the hysterical foals quiet. That was the last time Pinkemena had ever seen them, her entire life now devoted to mining Iron Ore along with other Earth Ponies.

Their attention was drawn to an exhausted worker who collapsed, a Pegasus Guard prodding the fallen pony with her hoof. "Get back up and keep working!" The Guard said harshly, the fallen working complying, barely able to stand on his own four legs.

"P-please... I... I need a break..." He said, looking as though he might collapse again at any moment.

"Oh a break, eh? You can take all the breaks you want; if you can survive through the Deep-Caves, of course, weakling!" The Guard said, pointing to a deep, dark hole in the earth that led to the deep-caves; a maze-like network of tunnels, presumably left by Diamond Dogs. A survey team had gone down there once only to return at half strength, those who had returned horribly wounded and speaking of a horrendous monster that lived down there. Since then, the mining company didn't dare expand into those caves, though the guards constantly harassed workers with promises of freedom should they make their way out of the Deep-Caves, several ponies having tried, their fates unknown.

The guard then looked around at the other ponies, noticing they had stopped and had their attention directed at her. "Back to work, weaklings!" She ordered, everypony complying, the sound of picks striking stone filled the mining tunnels once more.

Pinkemena sighed as she lifted her pick, struck the stone, lifted, struck, lifted, struck; she didn't think about life as it was before, as that only made this new, painful existence so much harder to bear. She heard a thud once more and turned her head to see that same pony from before had collapsed again, the guard approaching, this time with her pistol drawn. A gunshot rang through the tunnels as all looked on in shock, the dead Earth Pony being dragged out by a couple other guards. "I said; back to work!" The Pegasus exclaimed, the fearful ponies returning to their work without question. Pinkemena didn't bother shedding a tear. She'd grown too used to this by now, amazed she had the strength to continue these many long years. All she did now was mine, mine and hope that one day things might be different...

Applejack had at least been allowed to continue farming, though she was far, far away from Ponyville by now. She and Big Mac had stayed together for the past seven years, bucking apples, pruning the trees, tending to the crops and livestock, only this time it was different. Rather than working their own farm at their own pace, they worked with many other ponies, trying to fill production quota's set by the government in Cloudsdale. They only took home a small fraction of the food they harvested, the rest going for distribution across the entire Empire of New Pegasopolis. The guards kept their watchful eyes on the ponies working the fields, day in and day out. Occasionally a farmer would be caught trying to sneak extra rations, and would be publicly whipped as a result. Once she'd witnessed the execution of a young mare who tried to escape the farms, in a desperate bid to flee the tyranny of the Pegasi. Not all guards were like this, far from it; one in particular rather forgiving and kind, at least compared to the cruelty of the others. Applejack herself had tried sneaking extra rations once, the aforementioned guard having seen her and though he made her replace the stolen food, he hadn't informed his superiors, sparing her the sting of the whip.

The hours here were long and grueling, little time for rest being had, crowded living conditions in the makeshift town established for them didn't help either. Still; Applejack and her brother endured, their only advantage over the other ponies being they were born and raised to do this; many ponies here had many different professions and talents before all this, which made it that much harder for them. Through it all, Applejack and Big Mac had stayed strong, trying to help other ponies wherever they could and trying to keep faith in the Princess' alive, though as time had gone by, even Applejack began to wonder if they truly had been abandoned...

Rarity's new purpose in life was a far cry from what it had been before. True, she was still in the business of design, though as opposed to glamorous dresses designed to be absolutely stunning, she found herself responsible for designing weapons of war, destruction, and, considering her most recent project, damnation for a close friend of hers, though she was kept unaware of this fact. She held a pencil in the air with her magic, putting the finishing touches on her schematic for a new suit of armor; this one pony-sized as opposed to the great, giant, lumbering mechanized suits that could be seen infrequently around the country.

This suit featured a reinforced exoskeleton, designed to enhance the strength of the user while allowing them to retain their agility. It had a built in IV system to drug the wearer, with what; Rarity couldn't say; she wasn't an expert in the field of chemistry. Alongside this; there were built-in weapons, such as a short, sharp retractable blade and a filtered mask designed to provide immunity to gas-based attacks. The design was clearly meant for a pegasus; though she had plans made for Unicorn and Earth Pony variants as well.

Rarity wasn't very fond of designing such tools of bloodshed and oppression, but then what other choice did she have? Non-Complience wasn't an option, as that could very well lead to death... or worse. The comer fashionista-turned weapons designer gave a sigh a Military Officers from Cloudsdale entered her workshop, followed by several guards.

"Are the designs ready?" An Officer asked, not wasting any time with idle conversation.

"Just a moment..." Rarity said, adding a few minor details to the design. "There; finished."

"Thank you, Miss Rarity. Your country will benefit greatly from your expertise." The Officer said with a nod, taking the schematics and leaving with the guards.

Rarity sighed again, setting her pencil down and slamming her hoof down on the table in frustration. Tears filled her eyes as she thought about the hundreds, no; likely thousands she'd be responsible for killing, thinking about all the suffering that blasted suit would cause, to the poor pony forced to wear it and the people having to deal with it. In a fit of anger, she threw a chair against the wall, tears streaming down her cheeks as she resigned herself to her fate, leaving the broken chair on the ground; too tired and frustrated to care anymore. The white unicorn took a deep breath as she lay on her bed, trying to get to sleep; memories of the past years haunting her in her sleep...

The sun began to dip behind the horizon, another day coming to a close for the oppressed ponies of New Pegasopolis. This night was to be particularly eventful, however; especially for the East Pegasopolis Detention Center; an isolated prison-complex where many were taken and detained for transportation elsewhere. On the outskirts of the small wooded area surrounding the prison, a group of Ponies emerged from the underbrush; their leader wearing a red bandana around her next and a cowboy hat, an ammunition belt ran across her chest with a holster for her pistol resting on the top; over her left shoulder.

"You sure this is where she is, Applebloom?" One of the ponies asked, the entire group looking to their leader.

The young filly had grown a lot in the past seven years; those she knew back in ponyville commenting on how she looked a lot like her sister... She was still blank-flanked, though her Cutie Mark had taken a back seat among other priorities; she and her friend crusading for something very different now. "If ah wasn't sure, I wouldn't have brought us all here. Besides; ah have absolutely no reason not to trust mah informant." The southern-pony said, a flashing light from the hills above and the empty railway below signaling the others were ready and in position. "Right; everypony stay low and get as close as you can." The resistance-leader said as she and the several dozen other ponies with her crept along slowly and silently, approaching the walls of the fortified complex. A great feeling of tension and anxiety present as they crept closer and closer. Failure wasn't an option here, if all went according to plan; they'd be in and out before the Pegasi knew what hit them, and if not... Then they'd deal with the situation as it developed; but failure wasn't an option.

Celestian Crusaders

Sweetie Belle and her group began to lay the final set of explosives beneath the tracks of the incoming railroad line; the plan being to prevent supplies or reinforcements from reaching the prison. Sweetie Belle finished wiring the final set of explosives to the blasting box, just as a fellow member of her resistance cell came galloping up to her.

"S-sweetie Belle..." The mare said, out of breath.

"What is it, Smokescreen?" Sweetie Belle asked the grey-coated mare, her answer coming in the form of a train whistle sounding. "That wasn't supposed to be here..." Sweetie Belle commented, diving to take cover with the others, taking the blasting box with her. The train approached rapidly, a multitude of possibilities existing as to what it might be carrying. "What's it carrying?" Sweetie Belle asked in the hopes Smokescreen might know.

"I-i didn't get a very good look at the cars..." She replied, readying her rifle as she spoke to Sweetie Belle.

The young Unicorn Mare barely out of adolescence cursed her luck, creeping up to the edge of the irrigation ditch she and the others had taken shelter in. With any luck, she's get a good look at the train. As it roared past, she didn't see any barred windows indicating it was a prisoner-transport train, but on the same side of the coin; it was fairly dark. Still; if these were reinforcements or supplies, it could mean bad things for their plan. Deciding to risk it, she pushed the plunger on the blasting box down...

Explosions tore through the train and tracks it rode upon; the engine exploding brilliantly against the night sky, lighting things up as shrapnel from the decimated engine flew all over the place. The cars, meanwhile, flew off the rails in every-which direction, the train spread across the landscape, craters replacing the track it had traveled on.

It didn't look like anypony had survived the explosions and subsequent de-railing, and once the fires and flying debris had died down, a quick examination of the wreckage confirmed it had been a troop-transport. Sweetie Belle sighed, not liking the idea of senseless violence or killing, but Crimson Sky and her Military had forced her hoof, forced all their hooves. Her attention was then directed to the sound of explosions coming from the direction of the prison, realizing the others had taken this as the signal to begin the attack.

"Come on, we have to help them." Sweetie Belle said, the others following her as they ran towards the complex, hoping all was going well...

A young Pegasus Mare stood on a cliff nestled above the Prison Complex, she and other Loyalist Pegasi having banded together. All of them checked their guns, ensuring they were loaded and ready for the upcoming skirmish. Scootaloo took her rifle in her hooves as she looked down at the landscape below one last time before turning to her own cell of the resistance.

"Alright, everypony; this is it!" She began, the attention of all her comrades on her. "The plan is to hit 'em hard and hit 'em fast. Once Sweetie Belle blows the tracks, we'll be making our move. We can't hold back, if we fail here; all of Equestria is doomed. Stay strong and Celestia will guide us through this, wherever she may be now." Scootaloo said, one of the few who still had faith in the Alicorn Princess' after all that had happened.

Soon after she finished her speech; an explosion was heard and seen in the valley approaching the prison; everypony spreading their wings as they prepared to take flight. "Right'; let's go!" Scootaloo exclaimed, diving off the cliff, free-falling to the ground below as her fellow Pegasi took flight behind her.

Scootaloo fell through the air, her wings unable to allow her to fly through the air like most pegasi, but that didn't make them entirely useless. She spread her orange wings, her speed decreasing as she began to glide down towards the prison, taking aim and firing at one of the guards below. The lethally accurate shot hit the Pegasus in the head, killing him in an instant. Scootaloo lifted the bolt on her rifle, pulling back and clearing the chamber, pushing forward to load another in, and bringing it back down again in a matter of moments, taking another shot at a different guard, hitting her mark once more. She wasn't the only one either, all around her, the other Loyalist Pegasi flew; firing down upon the guards, or tossing bombs down towards them. The attack took them entirely by surprise, some still waking up without their uniforms or weapons, easy targets for Scootaloo and the other rebels.

It wasn't long before the young mare was close enough to safely drop onto the ground, doing so quickly, rolling gracefully behind some crates for cover, bullets whizzing past, explosions and the hail of lead from above wreaking havoc among the Pegasopolis Pegasi, trying to rally and fight back, though the bombardment from the air kept them scattered and disorganized for now, which provided a massive advantage for the rebel forces.

Scootaloo leaned out from behind her cover every now and then, taking shots at the enemy, most of which hit, the accurate pony rarely missing a shot. A shadow from behind caught her attention, however, as a Pegasopolis Guard charged forward with a bayonet at the ready. Scootaloo dodged this barely, firing her rifle point-black at the other mare's chest, killing her. The flightless Pegasus shook her head and shuddered, still uncomfortable with being face-to-face with a pony she'd have to kill. Still, she shook it off, for the good of her cause, as noticed several Loyalist Pegasi had overtaken the gatehouse guards, opening the front gates. On the other side stood Applebloom and an assortment of Earth Ponies and Unicorn, who charged upon having the gates opened.

The remainder of the Pegasopolis Guards found themselves forced back to their barracks, Loyalists tossing bombs through the windows, forcing the minuscule number left to either surrender or face death. Sweetie Belle and her force arrived just as the battle came to a successful conclusion, the complex now lying in the hands of the resistance.

Some ponies couldn't help but celebrate their victory, cheering on their three leaders, others embracing friends and loved ones with hugs, while a couple even started dancing, mostly as a mocking gesture to the Pegasopolis Guards who had survived and were now at the mercy of the rebels.

"Alright, let's get these ponies outta here." Applebloom said, she and about a dozen others entering the cell-blocks. Inside they found many ponies; deserters, political prisoners, other rebels from more unsuccessful groups, all of whom were released and grateful for finally being freed. While Applebloom's comrades freed the other ponies, there was one in particular she was searching for; one her informant said would be here. After searching through all the Cell Block in the prison, she came to the Isolation Rooms; looking through them one-by-one, all empty save for one at the end of the hall.

When Applebloom opened the door, she looked inside to see what looked like a ball of yellow and pink curled up in the corner of the room. Slowly, she approached the mare curled up in the corner, holding out a hoof to touch her shoulder. "Fluttershy..." She said, noticing the other mare had been silently crying. Her ears perked right up, though, Fluttershy lifting her head and turning to look at Applebloom.

"A-apple... jack?" She asked, initially mistaking the younger sister for the older.

Applebloom's eyes went wide, noticing how horribly abused Fluttershy looked, her face alone caked in dried blood, the mare missing a tooth and a particularly nasty bruise around her eye just several signs of the pain she'd endured for seven years. As Fluttershy began to stand, she noticed the assortment of scar and mistreated or untreated wounds all over her body. She looked about ready to break down into a fit of sobbing at any given minute, seeing the sweet, gentle pegasus so horribly mistreated... It made Applebloom angry, sad, and afraid; afraid that her own sister might be enduring such torture as well. "No, it's Applebloom. But don't worry, we'll find her; ah promise." Applebloom said, offering a hug to Fluttershy.

Fluttershy broke down then and there, crying uncontrollably, almost believing this was too good to be true, maybe just a dream? If so, she didn't want to wake up, ever; she accepted the hug, clinging on to Applebloom tightly as the younger mare did her best to make Fluttershy feel safe and to cheer her up.

"Scootaloo and Sweetie Belle are waitin' for us outside. There's also a bit of a crowd... You don't mind, do ya?" Applebloom asked, wondering if Fluttershy wanted to be in the company of friends only...

"No, no I don't mind." Fluttershy said, never wanting to let go of her savior; though eventually she did, so happy and relieved they'd managed to rescue her, even when she found herself able to speak again, tears still streamed down her cheeks, she had so much to talk about, so much to let out. She'd been locked in isolation so long, she'd value the company of any pony, even if it was a crowd, which she normally shied away from.

"Right, then; let's go." Applebloom said, walking side-by-side with Fluttershy through the desolate halls of the prison until they reached the outside, where they were met by a good several hundred ponies, all eyes fixed on them as they left the building.

"Everypony; this here is Fluttershy; Element of Kindness and a survivor from Ponyville!" Applebloom said, introducing her friend to those who might have been too young to know otherwise.

The crowd cheered for her, Fluttershy smiling and blushing a little, still living up to her namesake, even if she silently appreciated the attention now rather than fearing it.

"And who do you think you are, able to challenge the mighty New Pegasopolis like this!" One of the guards asked, before getting smacked across the face by one of the Rebels guarding the surviving Pegasopolis Guards.

Applebloom looked over at the mare who had asked that, smiling as she thought of the perfect name for their little resistance group. "We're the Celestian Crusaders; dedicated to fightin' your tyranny and findin' a way to restore the rightful rulers to the throne!" Applebloom replied, the dedication in her tone inspirational to plenty, those still believing in the Princess' cheering, while those who had lost faith produced mixed reactions, though for the time being, religion didn't matter; they were all united by one common goal; to fight New Pegasopolis and destroy the much-hated regime.

"We better clear out soon, I don't think it'll be too long before somepony notices what we've done." Scootaloo said, Applebloom and Fluttershy nodding in agreement.

"What about them?" A Crusader asked, pointing over to the Pegasopolis Guards.

"Let them live." Sweetie Belle said.

"What!?" Scootaloo and Applebloom asked in unison.

"Look at them; they're tied up and defeated, they can't do us any harm. If we start murdering defenseless opponents, how does that make us any better than them?" Sweetie Belle asked, reminding Fluttershy of how soft she always was, even to the worst of enemies.

"You... You do make a point. Alright; they aren't worth our time anyway; let's get goin'." Applebloom said, seeing the wisdom in Sweetie Belle's appeal, though many others still has strong feelings about it. They left the camp behind, taking with them as much food, medicine, ammunition, and weaponry as they could carry, leaving the ruins of the prison behind to smolder until it was inevitably discovered by another train.