Equestria Wars Episode III: Rise of the Equestrian Empire

by sonicdash123

Rating: teen
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Other, Romance, Original Character, Science Fiction, King Sombra, Queen Chrysalis, Adventure, Crossover, Main 6
Length: 13169

The fate of Equestria now rests in Charming Thunder's hooves as he confronts his father after and put an end to the Lunar Republic for good.

The Lunar Republic is building another Death Star even powerful than the first one. Charming Thunder must confront Queen Chrysalis and his father, King Sombra and put an end to the Lunar Republic once and for all while the Rebels try to destroy it. Will the rebellion be able to defeat the Lunar Republic or will they be defeated?

Published 2014-04-17 17:10:04 UTC
Last updated 2014-04-23 17:38:00 UTC

Chapter 1: Seeking Answers

A massive Providence destroyer moved toward a massive space station. The half completed Death Star floated over the Badlands like a specter. A Fury class interceptor flew out of the Providence destroyers hangar followed by two droid starfighters as it rocketed toward the Death Star. "Command station, this is ST-476," a changeling's voice echoed across a comlink of the interceptor. "Code clearance green. We're starting our approach. Deactivate the security shield.” Droid operators moved about among the control panels in the large room. A Changeling captain galloped over to the shield's operator.

"Inform the commander that King Sombra has arrived," he ordered.

"Roger roger," the droid said. The captain moved over to a view port and watched as the interceptor landed in the massive docking bay. A squad of droids marched into formation before the craft. The hatch of the shuttle swished open, revealing only bleak darkness. Ominous hoofsteps began to emanate from the door as King Sombra, the dark king, appeared from black void and trotted down the ramp, looking out over the assemblage as he made his way to the ship's commander.

"King Sombra, this is an unexpected pleasure,” the commander said as he bowed. "We're honored by your presence.”

"You may dispense with the pleasantries, commander," Sombra coldly replied. "I'm here to put you back on schedule."

"I assure you, your highness. The changelings are working as fast as they can."

"Perhaps I can find new ways to motivate them," Sombra said as he locked his eyes locked with the trembling Changeling's.

"I tell you the station will be operational as planned," the commander replied.

"Your queen does not share your optimistic appraisal of the situation."

"But she asks the impossible. I need more Changelings."

"Then perhaps you can tell her when she arrives."

"Queen Chrysalis is coming here?"

"That is correct, commander," Sombra calmly replied. "She is returning to the Badlands and she is now most displeased with your apparent lack of progress."

"Then...we shall double our efforts."

"I hope so for your sake, commander. Chrysalis is not as forgiving as I am."

As the TIE fighters flew past the fleet, a shuttle flew past the fleet and folded its wings like a butterfly and landed on a platform next to the entrance of the Canterlot castle. The ramp lowered and out came Charming Thunder. He now wore a glove over his cybernetic hoof. He entered the castle and walked through the hallway to Luna's room to find answers about his father. He noticed two red guards next to the ends of the doors. "Ah, Charming Thunder. What a surprise," one of the guards said. "Do you request to see Luna?"

"Yes, it is very important that I talk to her alone," Charming Thunder replied. The guard nodded and entered Luna's room to let her know that Charming Thunder is here to visit. The guard returned and gestured the red unicorn to enter. Once he entered Luna's chambers, the guards left the room and stood guard at the door.

"Charming Thunder, its so good to see you again," Luna said as she gave him a hug.

"There is something I want to talk about."

"What is it you wish to ask, nephew?"

"Is King Sombra my father?" Luna got nervous to the question and turned away from him. "Aunt Luna, I must know."

Luna sighed and replied, "He is your father." Charming Thunder was shocked and took a few steps back. "Did HE tell you?"

"Yes."

"This is unexpected. And...unfortunate."

"Unfortunate that I now know the truth."

"No. It was unfortunate that you rushed to face him. You weren't ready yet."

"I'm sorry."

"Don't be."

"As master Yoda said, strength flows through the force. But beware of anger, fear, and aggression because they lead you to the dark side. Once you start down the dark path, it will dominate your destiny forever."

Luna sat down on her bed the gestured him to sit with her as she said, "Do not underestimate Queen Chrysalis' powers or you will suffer the same fate as your father."

"There is still good in him," he said as he sat down.

"He's more demon than a colt. Twisted and evil."

"I can't do it, Aunt Luna."

"You cannot escape your destiny. You must face King Sombra again."

"I can't kill my own father."

Luna sighed and said, "Then Chrysalis has already won. You are the Rebellions only hope. Bury your feelings deep down, Charming Thunder. They due you credit, but they could be made to serve Queen Chrysalis." Charming Thunder looked in the distance, trying to comprehend everything that he had heard from Luna.

"What was I like since I left my father?"

Luna closed her eyes and sighed before answering, "Celestia and I found you at the Crystal Empire before the defeat of Discord and my banishment to the moon. She said that you were the most cutest stallion she had ever seen. Even Cadence did as well after she became princess. She asked Celestia if she can raise you not only as a mother, but a sister. When I returned, I sensed that you are a new hope for Equestria in the future."

"I will not fail you, Aunt Luna." Charming Thunder got up and started to walk out of Luna's chambers.

"Be careful."

"I will."

A Lucrehulk battleship along with several other ships of the Lunar fleet floated above the half-completed Death Star in the Badlands. A squad of droid starfighters escorted a Sheathipede transport shuttle as it made its way from the battleship to the space station. The shuttle came to rest on the floor of the Death Star's massive docking bay. Thousands of battle droids and Changelings stood in tight formation as King Sombra strode down the path, followed by a very nervous Death Star Changeling commander. The shuttle's ramp lowered, and a pair of Changeling guards exited, creating a lethal perimeter with their swords. The assembled troops moved to rigid attention with a momentous snap. After a few moments of dead silence, a dark form began to creep from the shuttle door. The queen of the Changelings walked down the ramp as King Sombra before her as she approached. Chrysalis beckoned to the dark king with her hoof. "Rise, my friend," she said in a deep and unsettling voice. Sombra stood to stand next to Chrysalis as she made her way along the rows of droids. The commander remained kneeling until the pair passed him, and he slowly began to follow them.

"The Death Star will be completed on schedule," Sombra reported to the queen.

"You have done well, King Sombra. And now I sense that you wish to continue your search for Charming Thunder."

"Yes, your highness."

"Patience, my friend. You haven't failed. In time, he will seek you out. And if he does, you will bring him before me. He has grown strong. Only together can we turn him to our side."

"As you wish."

"Everything is proceeding as I have foreseen." The queen chuckled evilly to herself as her and Sombra passed by the vast line of droids and Changelings.

Chapter 2: Republic Spy

Charming Thunder was at the window of Princess Celestia's throne room watching a squadron of new fighters called TIE Hunters. Unlike the TIE Interceptor, the wings were roughly reversed and it possesses an S-foil mechanism. His cousin Blueblood entered the room and stood right next to his cousin. "Magnificent. Aren't they?" Blueblood asked.

"Yes," Charming Thunder replied. "These TIE Hunters will be used well. I sense that something is troubling you."

"No. Nothing at all. It just that Sombra's forces are growing stronger now that Chrysalis is overseeing the construction of the second Death Star and I'm just afraid that we would have to surrender to them."

"Wait a minute," Charming Thunder said to himself. He then turned to Blueblood and said, "How do you know that Chrysalis is on the Death Star right now?"

Blueblood started to sweat as he said, "Just a...guess."

"No." Charming Thunder ignited his crimson blade and said, "You are not Blueblood. You are a Changeling agent sent to spy on us to see what we are planning."

"Very clever, Charming Thunder," Blueblood said with an evil smile. A lightsaber slides out of his sleeve and activates his blue blade.

"Its treason then." Charming Thunder jumped to attack the impostor but the enemy blocked the attack. They fought their way to the stairs to the throne as they came across a window. The impostor of Blueblood tried to slice Charming Thunder's head but he ducked and broke the window instead. The door opened and Celestia entered the room when she noticed Charming Thunder fighting Blueblood. Charming Thunder kicked the impostor in the face and knocked him down to the floor. He pointed his crimson blade at his chin as he said, "Consider yourself under arrest." He then noticed Celestia walking up to him and gestured her to stop.

"What's going on here?" she asked angrily.

"Auntie, I knew it would come to this. I was right. He was plotting to take over."

"The impression of the Republic will never return. You have lost."

"No. No. No. You will DIE!!!" Blueblood shot green lightning at Charming Thunder but blocked the strike sending it straight back at him. "He's a traitor."

"HE is the traitor," Charming Thunder said struggling for his life. "Don't listen to him, Aunt Celestia." The lightning made the impostor change to his true form as a Changeling. The strike stopped as Charming Thunder pointed the blade back at its chin. Two guards entered the room and noticed the Changeling in the room. "Take him away." The Changeling moaned as he was being dragged away by the guards. "Sorry about the window, Aunt Celestia. Are you alright?"

"Yes. I'm fine. But where is the real Blueblood?"

"I think I know. He must be in a dungeon cell where the Changeling trapped him."

"I'll alert the guards to let him out and...thank you."

"It was my pleasure." As Celestia left the room, Charming Thunder walked up to the window and continued to watch the fleet pass by.

A tiny Lunar corvette raced over the desert by Appaloosa firing lasers at the massive Star Destroyer pursuing it. The bolts glanced off of the Star Destroyer's powerful shields, leaving not even a scratch on its gargantuan hull. The Star Destroyer fired laser bolts of its own toward its quarry, rocking the rebel ship, which seemed tiny compared to the Imperial monster. In the Lunar ship, droid forces aimed their weapons at the door they were eying on as the other squad rushed down the hallway to the door. A huge explosion from the door rocked the ship as smoke poured from the door and troops entered the door. They wore white armor with orange decal and carries blaster rifles. The droids began to open fire on the troops though the white-armored soldiers continued their advance down the passage. Applejack entered the hallway as the soldiers pushed forward. When the passageway cleared, they proceeded to the door to the computer room. "Search for anything you can find on these computers," Applejack said.

"Yes, ma'am," a trooper said as he walked to a computer. The soldier then found something. "Ma'am, you need to come look at this." Applejack walked up to him and looked at the screen.

"It looks like the plans to the even powerful space station; the Death Star. Take the plans and tear this ship apart. If there are any survivors, wipe them all out."

"Yes, ma'am." The soldiers left the room to search the ship for any surviving droid forces on the ship.

A few hours later, the Star Destroyer released the corvette that was about to blow and when it got to a safe distance the ship crashed to the ground and exploded. The Star Destroyer then turned around and plotted a course to Canterlot.

The Super Star Destroyer flies over the kingdom of Canterlot along with a group of Star Destroyers and TIE Fighters racing over the town. Charming Thunder was in the communications room talking to a hologram transmission of Applejack as she reports on what she found on the Lunar corvette. "We found the plans to the new and improved Death Star but it won't be easy to destroy this time."

"Send the plans to me and I'll see what I can do from here," Charming Thunder said.

"There is no need for that. We are arriving at Canterlot shortly. Applejack out." The transmission ended as Charming Thunder left the room and saw two pilots pass by as he walked down the hallway to the throne room. When he arrived at the throne room, he saw Celestia, Luna, Twilight, and Cadence in the room. Two red guards stood guard at the stairway to the throne as he approached. "The plans to the Republic's new space station has been found."

"Good," Cadence said. "I'll alert all troops to meet in the briefing room on the Super Star Destroyer once we look at the plans."

"Applejack said that she should be arriving shortly." He walked up to the window to view the fleet as another Star Destroyer approaches Canterlot. "And there she is now."

Chapter 3: Alliance Assembly

The fleet floats over Canterlot as fighters landed inside the Super Star Destroyer. Shuttles, cruisers, and various fighters dotted the blue sky. Hundreds of Rebel commanders were assembled in the war room aboard the Super Star Destroyer. Rainbow Dash was squirmed uncomfortably in her seat as she watched the display screen alongside the other pilots. In the center of the room, on the holographic display. Blueblood made his way through the room, moving to the control panel of the holographic display and pressed some buttons. "Well look at you," Rarity said to Octavia. She was wearing a white officers outfit with a badge on it. "An admiral, huh?"

"Oh, yes," Octavia replied. "Ever since the battle of Canterlot, I have been promoted to admiral of the whole fleet."

"Well don't look at me. I was just helping the ground forces with Applejack during that time."

"I'm surprised I didn't ask you to do it."

"Well, who says they didn't," Applejack said from behind. "But I ain't crazy. You're the respectable one, remember?" Octavia silently laughed as the room got quiet as Charming Thunder and the princesses entered and took their seat. Blueblood cleared his throught as he began to speak.

"Thank you all for coming to this briefing," Blueblood said. "I trust that you all know why you are all here." The lights in the room turned off as the holographic display showed the model of the half-completed Death Star and the Badlands floated and turned. "The data brought to us from Applejack has pinpointed the location of Chrysalis' new battle station. The weapon systems of this Death Star are not yet operational so are chance to strike is now. But we've learned that the queen of the Changelings herself is overseeing the final stages of the construction of this Death Star. Admiral Octavia if you please." Octavia stood up and walked to where Blueblood.

She cleared her throat and said, "You can see here that the Death Star is over the Badlands. Although the weapon systems on this Death Star are not yet operational, the station does have a strong defense mechanism to wipe us out. It is protected by an energy shield, which is generated from the Hayseed Swamps near the Badlands." The hologram then showed a shield around the Death Star as Octavia continued. "The shield must be deactivated if any attack is to be attempted on the station itself. Once the shield is down, our cruisers will create a perimeter, while the fighters fly into the superstructure and attempt to knock out the main reactor." A concerned murmur made its way around the room. "Spitfire has volunteered to lead the fighter attack."

"Good luck," Rainbow whispered. Spitfire nodded her head. "You're going to need it."

"Thunderlane," Octavia announced. She stepped to the side as Thunderlane moved to center stage.

"We have stolen a small Sheathipede transport shuttle," Thunderlane said. "Disguised as a cargo ship, and using a secret Republic code, a strike team will land at the swam and deactivate the shield generator." The assembly began to mumble among themselves.

"That sounds dangerous," Fluttershy murmured.

"I wonder who they found to pull that off," Applejack said to Rarity.

"Rainbow Dash, is your strike team assembled?" Thunderlane asked, looking directly at Rainbow.

"Uh, my team's ready," Rainbow replied. "I don't have a command crew for the shuttle."

"I'm in," Rairity said.

"Me too," Applejack said.

"Me three," Pinkie Pie said.

"I'll come too," Fluttershy said.

"Count me and my wife in," Shining Armor said.

"Rainbow, count me in," Twilight said.

"I'm with you too," Charming Thunder said. "Besides a princess needs some protection." The group walked up to Twilight and embraced a group hug.

The YT-2400 rested in the hangar with the stolen shuttle. Spifire walked with Charming Thunder to the shuttle as he said, "I want you to take the freighter. I mean it. Take it. You are going to need all the help you can get. Its the fastest ship in the fleet."

"Alright, Charming Thunder," Spitfire said. "Though I know how much it means to you. I'll take care of it so it won't get a scratch. Okay?"

"Right. I got your promise now. Not a scratch."

"Would you get going, you old wizard," she returned, laughing. "Good luck."

"You too." Charming Thunder walked up the ramp of the stolen shuttle and headed to the cockpit. Rainbow was flipping some switches. "Got it warmed up?"

"Yeah," Rainbow replied. "The engines are starting up." Charming Thunder sat down in his seat as he stared at the ship that helped him escape Canterlot from the clutches of the Lunar Republic.

"Hey, are you awake?" Twilight asked jokingly.

"Yeah. I just got a funny feeling. Like I'm not going to see the freighter again." Twilight placed a hoof on his shoulder.

"Come on. Lets move." Hearing this, Charming Thunder snapped back to life.

"Right. Rainbow, lets see what this piece of junk can do.

"Everypony ready?" Rainbow asked.

"All set," Applejack said.

"All right. Hang on." Rainbow pulled the throttle an the engines roared to life an left the Super Star Destroyers hangar. It then flew to the direction to the swamp.

"Looks like its going to be a long flight," Rarity said. The troops were seated in the back of the ship as passengers during the flight.

Chapter 4: Approaching the Badlands

The covered control room was dimly lit except for a pool of light at the far end where Queen Chrysalis sat in an elaborate control chair, looking out at the Badlands. King Sombra, standing with a group of other Changelings, cautiously approached the queen. After several tense moments, Chrysalis rotated her chair to face Sombra. Her hooves rested on the sides of the chair, her piercing eyes locked on him. "You wanted to see me, your highness?" Sombra asked.

"Yes," the queen replied. "I want you to send the fleet to the far side of the Badlands. There it will stay until called for."

"What of the reports of the Rebel fleet massing near Canterlot?"

"It is of no concern. Soon the Rebellion will be crushed and young Thunder will become one of us. Then, I will become empress of the Lunar Republic. Your work here is finished, my friend. Go out to the command ship and await my instructions."

"Yes, your highness." Sombra bowed, then turned and exited the room.

There was a great deal of Republic traffic in the area as construction proceeded on the Death Star. Transports, droid star fighters, and a few Providence destroyers moved about. Rainbow looked back at the group as Applejack flipped a few switches. The Death Star, and the massive Lucrehulk battleship were directly visible from the cockpit window. Rainbow twisted nervously in her seat. "If they don't go for this, we're gonna have to get out of here pretty quick, guys," Rainbow said. The group nodded in agreement.

“We have you on our screen now,” a droid voice announced over the intercom. “Please identify.”

“Shuttle Trident requesting deactivation of the deflector shield,” Rainbow announced into the transmitter.

“Shuttle Trident, transmit the clearance code for shield passage,” the voice replied.

“Transmission commencing.” Everyone stood, tense, as the high speed transmission beeped its way across the communicator.

"Sombra is on that ship," Charming Thunder said, pressing his hoof against the glass.

"Now don't get jittery, Charming Thunder," Applejack replied. "There are a lot of command ships. Keep your distance though, Rainbow, but don't look like you're trying to keep your distance."

"And how am I supposed to do that?" Rainbow asked.

"Oh I don't know. How about flying casual."

"I think I'm endangering the mission. I shouldn't have come," Charming Thunder said firmly.

"Its your imagination," Twilight replied, putting a hoof around Charming Thunder's shoulder.

“Let's keep a little optimism here," Applejack said.

King Sombra, his back turned, staring out the window to the Death Star. He turned, urged by an odd vibration in his chest. After a moment of stillness, he marched down the row of controllers to the young Changeling admiral, who had been leaning over a controller where the droid sat. He snapped to attention at Sombra's approach. "Where is that shuttle going?" he asked.

“Shuttle Trident, what is your cargo and destination?” the admiral spoke into the transmitter.

“Parts and technical crew for the swamp," Rainbow's voice responded. The admiral turned to Sombra.

“Do they have the code clearence?” he asked.

“It's an older code, your highness, but it checks out. I was about to clear them.” Sombra looked upward as the familiar feeling pulled at his chest again. “Shall I hold them?” the admiral asked.

“No. Leave them to me,” Sombra replied. "I will deal with them myself.”

“As you wish, your highness." he replied. "Carry on," he said in the communicator."

The group waited tensely as they listened for a response. "I don't think they're going for it, Applejack," Rainbow said nervously. Suddenly, the voice came back over the transmitter.

“Shuttle Trident, deactivation of the shield will commence immediately. Follow your present course.” Everypony breathed a sigh of relief, except for Charming Thunder who remained worried.

“Okay!” Rainbow said enthusiastically. “I told you it was gonna work. No problem.” The stolen shuttle moved off toward the swamp in the distance.

The shuttle rested in a clearing of the dark, primeval forest, dwarfed by trees and lakes. On an adjacent hill, the helmeted Applejack contingent made its way up a steep trail. Rainbow and the others trotted slightly ahead of the soldiers. The soldiers wore green armor with helmets that looked different from the original armor they usually wear. Not far below, a pair of droid scouts wandered through the bushes in the valley, their speeder bikes parked nearby. "Should we try to go around?" Cadence asked.

"That'll take time," Shining Armor said.

"This whole party will be for nothing if those clankers see us," Rainbow said. Charming Thunder motioned for the troops to stay where they are.

Charming Thunder took out his sniper as he asked, "Should I take them out?"

"No. I'll handle this you monitor the others if they try to escape."

"Do it quietly," Twilight whispered. "There might be more of them out there." Rainbow then began to creep towards the scouts. She snuck up behind them and tapped it on the shoulder.

The droid turned around and shouted, "Hey." Rainbow then grabbed its head and twisted it. The other droid saw whats going on and ran to its speeder. Charming Thunder saw the droid trying to escape so he aimed at the droid and shot it on the head.

"Lets go," Charming Thunder said as he an the group rushed to help Rainbow. As the group ran down the hill, Twilight noticed two droid scouts and pointed to them.

"Over there!" She shouted. "Two more of them."

"Everypony stay here. Twilight you're with me." Twilight and Charming Thunder got on to the STAP and started the engines. "Jam their comlink, Twilight."

"Hey, wait for me!" Rainbow shouted as she flew as fast as she could to them. The fleeing scouts had a good lead on the two ponies that were chasing them as they zipped over the lake and into the trees. Rainbow flew beside Twilight and Charming Thunder as they got closer to the droids. "Get alongside that one. I'll take it." They both then pulled up beside the speeder, their bikes scraping on both sides. While it was distracted, Rainbow grabbed on the handle of the droid's STAP and pushed the droid off of it. The droid impacted on the tree. The group then followed the other droid as they passed another of droids on their speeders. They fired at Charming Thunder's speeder and it started to smoke as it took a glancing hit.

"Twilight, take that one," Charming Thunder yelled. "Rainbow head back to the others. I'll take those two." Rainbow turned her speeder around as Charming Thunder slammed on the brakes and the two pursuing scouts zipped ahead of him. He then kicked the STAP back into gear and started firing at the scouts who were now in front. The STAP he shot spun out of control and crashed into a tree trunk. The other glanced back nervously before speeding up as the red unicorn was hot on its tail. Twilight was far ahead as she chased the first droid at high speed. Her STAP hit a sloped section of ground and shot into the air, out of sight. The droid looked around, confused, until Twilight's speeder shot at the disoriented scout. It quickly pulled out its handgun and shot a few bolts at her. When the bolt struck her STAP, it careened out of control and Twilight dove off as the bike slammed into a tree and exploded, her body tumbling and bouncing across the forest floor. The scout looked back, proud of his shot, before it slammed into a tree.

Charming Thunder and the last droid scout continued their weaving chase through the trees. The scout slammed the side of his bike against his trying to knock him off. They suddenly then locked, their handles having been smashed together, and they began to weave through the trees as one. A huge tree loomed ahead, and Charming Thunder, thinking quickly, leapt from the STAP and into the nearby brush. His speeder slammed into a tree, breaking off from the scout's, who banked and turned around to find him. He rose from the bush and ignited his lightsaber as the droid's speeder fired at him. He deflected the shots from the incoming speeder. At the last second, he jumped over the vehicle and sliced the driver's head off. The STAP lost control and crashed into a tree trunk as he walked back to Rainbow and the rest of the strike team.

Chapter 5: Meeting the Ewoks

Applejack and the others waited anxiously with the troops in the clearing. Rainbow heard a twig breaking sound and the troops raised their weapons. Charming Thunder stepped out of a bush to find the group's weapons trained on him. Too tired to care, he kicked a nearby pebble. The group quickly lowered their guns when they saw who it was. "Charming Thunder! Where's Twiley?" Shining Armor asked.

“What? She didn't come back?” Charming Thunder asked.

“I thought she was with you,” Cadence said.

"We must have got separated. I think its best that we go look for her before we go to the shield generator." Shining Armor nodded and signaled to the squad leader.

"Take the squad ahead," he ordered. "“We'll meet at the shield generator at Oh-Five-Hundred." The squad then marched off to the shield generator as Charming Thunder and the others moved off into the woods.

A brown, furry face with black eyes and ears like a bear slowly peered over at the fallen alicorn. The Ewok was about the same height as a pony, and wielded a sharp spear. He slowly poked at the unconscious form below him. Twilight groaned, which frightened the stubby ball of fuzz. He jumped back, prodding her again. Twilight stood up and stared at the little Ewok. The Ewok jumped again and began to circle her, brandishing his weapon. "Cut it out," Twilight said as he poked at her. She got to her hooves and the little ewok backed away. "I'm not going to hurt you,” she said in a softer tone. She glanced around at the dense forest and the charred remains of her SPAT. She sat with a sigh on a nearby log. “Well, it looks like I'm stuck here. Trouble is, I don't know where 'here' is.” She rubbed her temples, trying to ease her headache a bit. She looked over at the ewok. "What are you anyway?" The Ewok then spoke in a language that she never heard of before. "I don't understand what your saying, but can you help me?" The Ewok nodded in agreement and walked up to her. It then sniffed as it was moving cautiously toward the alicorn. It then sat next to her on the log and sniffed the air. "What is it?" she asked as the ewok looked around warily, spouting some chattered words in his foreign tongue. Suddenly, a laserbolt crashed into the log, sending the ewok and the alicorn flying off. Twilight brandished her own gun while the ewok hides under the log.

"Freeze," the droid from behind said. It pointed its blaster at her as she raised her hooves up. Another droid approached, confiscating her weapon. "Go get your ride and take it back to base."

"Roger roger," the other droid said. It started to head to its STAP as the little Ewok, crouching, stabbed the first scout in the leg with his spear. The scout yelled in surprise, looking around for what had stabbed him, when Twilight blasted the droid with her magic, she grabbed her blaster and fired at the second scout. The bolt hits the STAP and it crashed into a tree. The Ewok popped his head out of the log and cheered for joy.

"Come on, little guy," she whispered. "We need to get out of here before the others get here. Is there a safe place to go?" The Ewok pointed to the direction and she followed him to where he was going.

King Sombra strode down the corridor to Chrysalis' private chambers. The Changeling guards walked in and blocked his path. "Sorry, your highness," the guard said. "The queen does not want to be disturbed at the moment."

Sombra used his dark magic to choke the guards as he said, "She will see me NOW." He then tossed them to the side throwing them straight to the wall. The large door slid open as he entered the room. He walked up the stairs to the queen's throne and stopped before it. He remained motionless as Chrysalis sat with her back to the dark unicorn.

"I thought I told you to remain in the command ship," Chrysalis shouted.

"But I have news," he said nervously.

"I don't want to hear it. I know that the Rebel force has landed in the swamp and are on their way to destroy the shield generator and--"

"My son is with them." he interrupted.

"Yes and-- wait. Are you sure?"

"I have sensed his presence."

"Its strange to find out why he is with them."

"What do you want me to do about him?"

"Go to the swamp and wait for him?"

"So he will come to me?" Sombra added.

"Yes. His compassion for you will be his undoing. He will come to you and you and you alone will bring him before me."

"As you wish." Sombra bowed to the queen as she turned her chair back to the window.

Charming Thunder and the others spread out as they moved through the swamps looking for Twilight. He then noticed a footprint on the ground. "Everypony, come look at this," he shouted as the group ran to him. He pointed to the footprint as he said, "These footprints don't belong to her."

"Is it a bear?" Fluttershy asked.

"No. It is like a size of a baby bear. But whatever it is, it must lead us to her." Pinkie Pie sniffed and bounced off to the direction.

"What is it, Pinkie?" Rainbow asked as the group went after her. The group then arrived at a tree where they came across a muffin planted on the ground. "I don't get it."

"Nah. Its just a muffin, Pinkie," Applejack said.

"A fresh tasty muffin," Pinkie said. She couldn't resist and tried to take a bite of the muffin.

"Pinkie, wait. Don't," Charming Thunder shouted. It was too late. With a sproing, the entire group found themselves hanging from a large net, suspended high above the clearing. "Way to go, Pinkie. Great. Just great. Always thinking with your stomach."

"Would you just take it easy and find a way to get out of this thing?" Shining Armor said. "Charming Thunder, could you reach my knife?"

"Yeah, sure." The net began to slowly spin as Charming Thunder squeezed a hoof past Applejack, reaching for the knife on Shining's belt. Rarity used a spell to make magic scissors to cut out of the net.

"Uh, Rarity. I'm not sure if thats a good idea," Cadence said, a little worried. "It's a very long dro--” With a snap, the net broke open where Rarity had been cutting, and the group tumbled down to the swamp floor below with a chorus of banging, knocking, and splashing. As they began to regain their senses, they realized that they were surrounded by a group of Ewoks, each of them brandishing a spear. The furry creatures had encircled the group.

"Hey," Rainbow said as she shoved a spear away from her face. "Point that thing somewhere else." The Ewoks began to chatter angrily and swung the spear to Applejack. She then drew her gun as Fluttershy got up to notice them.

"Aww," she said. "These little guys are adorable." As she flew to give one a hug, a spear was pointed straight to her. She then got scared and flew back to the group.

"Ow. My head," Charming Thunder muttered as he got up from the mud he landed on. Upon seeing him, the Ewoks gasped and started to chatter among themselves. Charming Thunder's jaw dropped as they began to chant and waved their stubby arms. Charming Thunder then spoke in the language they speak to tell them that his friends mean no harm.

"How do you understand what they're saying?" Cadence asked.

"Its a long story." He then spoke to the Ewoks again and asked them to take him and his friends peacefully to their village. He then turned to the group and said, "All I can say for now is this: they're friends of mine."

Chapter 6: Father and Son

The Ewoks were escorting Charming Thunder and the group to the village through the swamp. "Care to tell us how you can understand them?" Fluttershy asked. "If thats alright."

"It all began on the day when I left Fluttershy's cottage," Charming Thunder said. "I was walking through the Everfree forest when I heard a twig snapped. I checked behind a bush and there was one of these guys collecting flowers."

"Was it a poison joke?" Applejack asked.

"No. It was just a regular flower. Anyways, the creature noticed me and pointed its weapon at me. I tried to communicate with it but it couldn't understand what I was saying. I then tried hoof signals and drawings on the dirt. I didn't understand what it was saying so I asked it if I could learn its language. It didn't take long though. I asked the little guy where it was from and it said in its native language that he was from another world called Endor. He then told me that his tribe got here by a mysterious glow and ended up in the swamp."

"So what happened then?" Cadence said. "What happened after you asked him how he got here?"

"I asked him if he knows his way back. He said that he'll be fine on his own and tell his tribe about me and the other ponies of the world I told him about. All I can remember is meeting him for the first time now that I got to see the tribe." The group then arrived at the village in the trees. There were huts that were made out of mud and bridges made of wood. The group was amazed with the sight as they crossed the bridge to the center of the village. A chief of the Ewoks exited his hut as he spoke to an Ewok about what these creatures are doing in his village. Charming Thunder walked up to the chief as he spoke in the native language of the situation he and his friends are in. He told the chief that he and his soldiers were on a mission to destroy a shield generator that was here in the swamp. As drums began to echo through the trees, a purple figure exited from one of the huts and saw the group.

"Twilight," the group shouted as they ran to her and gave her a group hug.

"Girls," Twilight said excitedly. "It so great to see you. And you too Charming Thunder." Charming Thunder blushed as he gave her a hug and embraced a kiss.

A fire glowed in the center of the low-ceilinged room as the Ewoks were gathered to hear a story from Charming Thunder about his adventures with the Rebels. He waved his hooves around as he spoke. The Ewoks seemed entranced with his words as their eyes grew wide. At the end of his tale, the chief turned to confer with the Ewok elders. He turned and spoke out of proclamation. The drums then started to beat as the Ewoks stood and cheered. "What's going on?" Rainbow asked.

"I have no idea," Rarity replied.

Charming Thunder turned to the crowd to look at his friends as Cadence asked, "What are they saying?"

"We are now part of their tribe," Charming Thunder said. The Ewoks hugged the group as they cheered.

"Just what I always wanted," Fluttershy said as she hugged a baby Ewok. Charming Thunder exited the hut and onto the walkway. The soft breeze blew as he trotted. His eyes was fixed with the Death Star looming over the Badlands. Twilight followed him outside as he starred in the distance.

"Charming Thunder? Whats wrong?" Twilight asked. Charming Thunder fixed his eyes on the purple alicorn for a moment before he answered.

"Twilight, do you ever wonder if I had a family?" Twilight thought for a moment.

"Yes. I always thought about it, but didn't want to ask you about it. Why?"

"I have no memory of my mother. I never knew her."

"Whats troubling you?" Twilight placed her hoof on his shoulder.

"Sombra is here...now in this swamp."

"How do you know?"

"I felt his presence. He's coming for me. He knows that I am here. That's why I have to go. As long as I stay here, I'm endangering the group and our mission here. I... have to face him."

"Why?" Twilight asked.

"He's...he's my father." he whispered.

"Y-your father." Twilight was starttled by this sudden revelation.

"If I don't make it back, you're the only hope for the Rebellion."

"Please don't say that," she cried. "You have a power that I... I don't understand. And could never have."

"No. You have that power too. In time you will learn it from Celestia. The magic is strong with my family. My father has it...I have it...and my sister has it. Even you Princess Twilight Sparkle."

"I've always known since I became a princess."

"Then you also know why I have to face him alone."

"No. Charming Thunder, run away. Far away. If he can sense your presence, then leave the swamp. I just wish that I can come to help."

"No. King Sombra is too powerful. You are not strong enough."

"But why?" Tears began to fall out of Twilight's eyes. "Why must you confront him alone."

"There is good in him. He won't turn me over to Chrysalis. I can save him and turn him back to the light. I...I have to try."

"Okay. I trust you, but if you leave, how will we understand what the Ewoks are saying without you?"

"I can use a spell to copy what I learned about their language to yours. Take my hoof." Twilight held Charming Thunder's hoof and closed his eyes. His horn then glowed and touched hers. He opened his eyes and said, "Now you know their language and you can understand what they say. I must be off."

"Charming Thunder!" Twilight ran to him and gave him a passionate kiss. "For luck." Charming Thunder smiled as she held back her tears. He then disappeared into the darkness. As he vanished, Shining Armor, who had exited the hut, spied in the shadows.

He made his way to his sister and asked, "Hey, what's going on?"

"Nothing. I just needed some air thats all."

"Nothing? Come on, Twiley. Tell me whats wrong." She looked up to her big brother as she struggled to control herself.

"Hold me." Twilight leaned into her BBBFF's warm embrace. They stood together in the darkness as Twilight started to cry.

The Fury interceptor landed gracefully on the platform of the outpost in the swamp. King Sombra walked down the ramp and into an elevator, where he exited exited onto a ramp inside the complex. He was then met by two battle droids and a droid commander, with Charming Thunder in their center. The young unicorn gazed up at Sombra very calmly. “This is a Rebel that surrendered to us,” the commander reported. “Although he denies that there are more of them. I request permission to conduct a further search of the area." The commander extended its arm to the king holding Charming Thunder's lightsaber. "He was armed only with this." Sombra levitated Charming Thunder's lightsaber and gazed at him.

"Good work, commander," Sombra said. "Leave us. Conduct your search in the swamp and bring his companions to me."

"Yes, your highness." The droids left Charming Thunder and Sombra alone in the room and walked slowley as the sounds of the forest filtered in through the walls.

"Chrysalis has been expecting you."

"I know...father."

"So, you have accepted the truth all this time?"

"I only accept the truth that you were once a good colt in the Crystal Empire."

"And that colt no longer has any meaning to me or Equestria."

"It is your true self that you have already forgotten. I know there's good in you. You weren't brought back to life just for me. It was why you couldn't destroy me." Sombra turned away and stared at his son's lightsaber.

"Princess Luna once thought as you did." Charming Thunder stood closer to him, who remained still. "You don't know the power of dark magic. I have to obey Chrysalis or she will take my life away."

"I will not turn then. You will then have to be forced to kill me."

"If that is your destiny."

"Search your feelings, father. You can't do this. I feel the conflict within you. Just let go of your hate."

"Its...too late for me, son. Chrysalis will show you the nature of magic. She will soon become empress of the Lunar Republic and then the world."

"Then my father is truly dead."

Twilight and the group along with the soldiers stood with two Ewoks as they overlooked the shield generator. "The main entrance is on the other side of that landing platfor," Twilight said. "This is not going to be easy."

"Don't worry," Rainbow said. "I bet we can get in and out in exactly ten seconds flat." The Ewok then started to chat with Twilight.

"What did he say?" Pinkie asked.

"He says that there is a secret entrance at the other side of the ridge."

Chapter 7: The Trap

The Star Destroyers flew over Ponyville. The Super Star Destroyer maintained an intimidating presence at the front as the YT-2400 roared up next to it, tiny in comparison. Spitfire sat at the controls of the ship. Spitfire switched on her comlink and said, "Admiral, we are in position. All fighters are accounted for."

"Then proceed with the countdown," Octavia's voice echoed in the headset. "Stand by for coordinates and we will move forward."

Spitfire turned to the crew as she said, "Don't worry. My friends are out there. They'll get that shield down before we get there otherwise it'll be the shortest offensive of all time."

"Coordinates are set. You may proceed forward to the Badlands on my mark," Octavia's voice ordered.

"Alright. Lets go." She pulled on a lever and began to go to the direction to the Badlands as she protected the fleet along the way.

The team hid in the bush as they saw the the shield generator bunker. Four droid scouts with their STAPs parked nearby have been keeping watch at the entrance. The Ewok chattered and pointed to it. "Back door, huh? Good idea." Twilight said as she patted the little Ewok on the head.

"Its only a few guards," Shining Armor said. "This shouldn't be a problem."

"But it only takes one to sound the alarm," Fluttershy said.

"Then I guess we have to be stealthy like spies," Pinkie said.

"Uh, girls,"

"Yes, Fluttershy?" Rainbow asked.

"I think one of our adorable companions has gone and is about to do something rather rash."

"Oh no!" Applejack whispered as the group noticed an Ewok beginning to climb on one of the STAPs flipping switches. The engines roared to life as the droids noticed him in surprise.

"There goes our surprise attack," Rarity groaned. The scouts ran to the Ewok, who just zipped of into the swamp.

"Hey, what are you doing?" one of the droid scouts shouted as they ran to their speeders and left one behind to watch over the bunker.

"Not bad for that little furball. There is only one remaining," Shining Armor said. "Cadence, you and Fluttershy stay here. We'll take care of things from here." Cadence and Fluttershy moved over to the other Eowk.

"I have decided that we shall stay here," Cadence said.

The Ewok swooped through the trees as the droids chased after him. As the droids were shooting at him, he decided that he had enough and rounded a tree. He leapt from the STAP and grabbed a branch and swung up into the tree. He laughed as he watched the scouts race by below, still following the unoccupied bike.

Meanwhile back at the bunker, Shining Armor snuck up behind the remaining scout and tapped it on the shoulder. The scout turned to see him rush behind the bunker. As the droid rounded the corner, it came across the strike tem pointing their blasters at it. One of them fired at it as Rainbow used her blaster to open the door. The entire squad entered the doors, leaving a lone patrol behind.

The elevator on the Death Star opened and Sombra strode into the room, followed by Charming Thunder. They stood before the huge throne under the piercing gaze of the future empress of the Lunar Republic. Charming Thunder remained firm as Chrysalis's chair turned. "Well if it isn't the nephew of Celestia and Luna," Chrysalis said. "I have been expecting you. Guards leave us." The changeling guards at the elevator turned and left as she then got up from her chair and started to walk up to him slowly. "I've been looking forward for you to turn to my side."

"That is where you are greatly mistaken," Charming Thunder said. "I won't be converted as my father was to dark magic."

"Oh no, my young unicorn. You will find that you are mistaken." Sombra levitated Charming Thunder's lightsaber and gave it to her. "Ah, yes. A weapon that is much like your father's. By now, you must know that your father can never be turned from the dark side. So will it be with you in the end."

"You are wrong. Soon I will just die here by your hooves." Chrysalis let out a deep, maniacal laugh.

"Perhaps you are referring to your fleet that is heading this way." Charming Thunder's eyes darted up in surprise. "Yes. And I can assure you that we are now safe from your friends here."

"Your overconfidence is your greatest weakness." he said firmly.

"As your faith for your friends is yours." the queen replied. She then stood at the window as she explained, "Everything went as plan. Now, your friends out there in the swamp are walking into a trap. As is your fleet. I'm afraid that the deflector shield will be online when your friends arrive."

The strike team stormed through the door to the control room as they took the Changeling officers and droid engineers prisoner. "Alright. Up! Move! Come on!" Shining Armor shouted. "Quickly." Applejack looked at one of the screens on the control panels as she saw the fleet approaching the Badlands.

"Shining, we need to move," Applejack said. "The fleet will be here in a moment."

"Charges." Rainbow called to the troops as one of them handed her a bag full of charges. Outside the bunker, Fluttershy and Cadence watched the group of Changelings fly into the bunker as they left some droids to guard the door.

"Oh no," Fluutershy whispered to the Ewok. "They'll be captured." The Ewok chattered a bit and started to dart off into the swamp. "Where are you going?"

"Fluttershy," Cadence called. "Stay here."

Inside the bunker, Rainbow and the others looked up to see a dozen of troops with their weapons pointed at her and the strike team. "You rebel scum," a Changeling officer said as more droids entered the room.

In the skies above the Badlands, the Death Star hung over the land as the fleet approached. The YT-2400 along with squadrons of TIE Fighters, Interceptors, and Hunters flew straight towards the massive station. Spitfire flipped some switches as she said, "All wings report in."

"Black leader standing by," a pilot in the cockpit of a TIE Interceptor said.

"Gray leader standing by."

"Gold leader standing by."

"Lock s-foils in attack positions," the pilot in the TIE Hunter said as she flipped the switch. From the bridge of the Super Star Destroyer, Octavia stood along side with Blueblood and Thunderlane.

"May Celestia's magic be with us," Octavia said softly. Spitfire looked worriedly as her co pilot motioned at the control panel nervously.

"Something's not right here. We've got to be able to get some kind of a reading on that shield, up or down."

"They're jamming us," the pilot said.

"How could they be jamming us if they don't know were coming--" Her eyes grew wide as she realized what was going on. "Break off the attack. The shield is still up."

"I've got no reading," Soarin said in his TIE Hunter. "Are you sure?"

"Pull up! All craft pull up." The freighter banked hard to the right along with the fighter squadrons as they avoid the unseen wall. Alarms screamed and lights flared in the huge destroyer as it changed course abruptly.

"Take evasive action," Octavia said in her comlink. "Stick close to holding sector MV-4."

"Admiral, we have enemy ships at sector 65," one of the engineers reported from his console.

Octavia grabbed a hold of the comlink as she shouted, "It's a trap!!" The squadron came across the Lucrehulk droid control ship along with Providence destroyers and Munificent frigates.

"Fighters coming in," Spitfire said as an armada of droid starfighters and droid tri fighters came. The sky exploded as a fierce dogfight ensued. "Accelerate to attack speed. Draw their fire away from the destroyers."

"Copy that, Wonderbolt leader," Soarin said as he piloted his fighter to chase a droid starfighter.

Through the window of Chrysalis' chambers, the battle raged on as distant flashes lit up the blue sky. "Come," Chrysalis said. "See for yourself." Charming Thunder inched toward the window, looking out through a small section. "From here, you will witness the destruction of the alliance and the rise of the brand new Republic." His heart in torment, glanced over at his lightsaber, which sat on the armrest of the throne. "You want this don't you? Since I'm so happy right now, I'll let you take it. Hit me. I dare you. End this. Pull the plug. Stop me and the Republic once and for all." Sombra watched as the agony spread to his son's face.

"Never," Charming Thunder refused.

"It is unavoidable. It is your destiny. You, like your father, are now mine."

Chapter 8: The Death Star Fires

The Rebel strike team was led out of the bunker by their captors. The surrounding area, which had previously been deserted, was now full of droids, Changelings, and AATs. As the droids marched, a whistle was heard from the undergrowth. Cadence popped her head out of the bush and waved at the Changelings and droids. The Changelings then followed her deep in the swamp and found her and Fluttershy hiding behind a tree. "Freeze," one of the Changelings said. "Don't move."

"We surrender," Cadence said. As a Changeling was about to take them prisoner, a band of Ewoks dropped from the trees and clobbered them. An Ewok blew his horn in the trees to sound the attack. A huge group of Ewoks popped out of the bushes and started firing their arrows at the droids and Changelings. Twilight and the group broke away from the squall and darted back to the door. Rainbow frantically punched the code but the door did not open.

"The code must've changed," Applejack said. "Move. I'll try to hot wire this thing."

"We'll cover you," Twilight said as she fired at the droids heading their way. Cadence and Fluttershy have been hiding behind a log as the battle raged around them.

"We need to help the others," Cadence said.

"You go," Fluttershy said as she followed the Ewoks. "I'll help the Ewoks with the fight."

"Be careful then." Cadence ran to the direction of the bunker as the battle raged on. STAPs darted around, firing at the fuzzy creatures, only to be stopped by boulders dropped from the trees above. The Ewoks readied the catapult and fired at the AAT as it moved past them. When it was hit by boulders, the top gun of the tank turned and fired its main gun. The battle raged on as the tide has started to turn.

The freighter and other fighters weaved back and forth around the Star Destroyers as they try to draw away the fire from the pursuing droid star fighters. "Watch yourself, Soarin," Spitfire said in her comlink. "Three above."

"Black 3, Black 5, pull in" Soarin ordered.

"Got it," Black 3 said as he was being chased by droid tri fighters. "Three of them are coming in, twenty eight degrees."

"Cut to the right. I'll take the leader." He avoided a droid starfighter and let it crash on the hull of the Star Destroyer. "They're heading for the Super Star Destroyer." Spitfire steered the freighter through a complete flip as her crew fired at the pursuing fighters.

"Only the fighters are attacking," Spitfire muttered to herself. "I wonder what those destroyers are waiting for."

The fleet of Providence destroyers waited silently some distance from the battle as the droid control ship rested in the center. The admiral stood at the ship's huge window with a fleet commander. "We're in attack position, sir," a droid pilot reported.

"Hold here," the admiral said.

"We're not going to attack? Why?"

"I have orders from the queen herself. She has special plans for them. It is the only way to prevent them from escaping."

Chrysalis, Sombra, and Charming Thunder watched as the battle raged on. "As you can see, Charming Thunder," the queen said. "Your friends have failed because you are now about to witness the firepower of this operational battle station." She picked up a comlink as she said, "Fire at will, commander." Charming Thunder's mouth opened in shock giant dish on the completed side of the Death Star began to glow. A powerful beam shot out toward the aerial battle, vaporizing a Star Destroyer.

The freighter was buffeted by flak from the destroyer's explosion. As Spitfire struggled with the controls, the co pilot motioned out the window toward the half-completed battle station. Spitfire's eyes went wide in panic as she grabbed her comlink. "That blast came from the Death Star. That thing is operational. Octavia, did you see that."

"We saw it," her voice replied in panic. "All craft, prepare to retreat."

“You won't get another chance at this, Admiral,” Spitfire's voice came over.

"We have no choice, Spitfire. Our ships cannot repel the firepower of that magnitude."

"Twilight will have that shield down. We need to buy them more time."

Cadence stumbled to the door as Applejack tried to hot wire the door. Pinkie tried to use her blaster to open the door but it deflected back through her mane. Her mane began to smoke as Shining Armor said, "Thats not going to work. Let Applejack do her job." Ewoks flew out of the trees as the tanks opened fire. The Ewoks dropped rocks as they flew on their gliders.

The Death Star fired again at another Star Destroyer as two Providence destroyers flew towards the fleet. "Yes. I said closer," Spitfire ordered. "Move in as close as you can and engage those cruisers at point blank range."

"But at that close range, we won't last long against those Providence destroyers," Octavia warned.

“We'll last longer than we will against that Death Star, and we might just take a few of them with us.” The Star Destroyers moved closer to the Providence destroyers firing rapidly at the massive black ships. Tiny fighters zipped around, blasting away as they weaved back and forth. The TIE Hunters used its proton torpedos to fire at the bridge and the destroyer started to crash down to the ground. A squadron of TIE Interceptors was covered with buzz droids as the controls of the interceptor flew towards to the hull of the Providence destroyer and crashes on its hull.

Chapter 9: Father vs Son

At the window, the trio watched as the fleet was slowly decimated. "Face it, Charming Thunder. You have lost," Chrysalis said. "And your friends at the swamp will not survive." Charming Thunder's eyes filled with anger as he tried to remain calm. Sombra watched him as he stood seeing his hooves shaking with fury.

"Come on, son," Sombra said. "Kill her and take her place as a ruler of Equestria." Charming Thunder got angry as he heard his father. "Your friends will be nothing but slaves." Charming Thunder had enough of what he was hearing. He levitated his lightsaber and activated his blade. Fire flashed in his eyes as he was about to strike. King Sombra activated his blade and sparked with contact as Chrysalis laughed.

The battle at the swamp raged on as Changelings and droids fired at the Ewoks with their laser weapons, while their diminutive adversaries ducked and wove through the trees, bashing the troops with logs, rocks, and any other materials available. The AAT stalked through the trees after a group of Ewoks. As it floated over the lake, Fluttershy and two Ewoks climbed through the trees. They waited for the right moment to drop down on the tank and jumped out of the tree. They landed on top of the tank as it floated over the grassy floor of the swamp. Fluttershy knocked on the top hatch and waited for someone to open it. A battle droid commander popped out of the hatch and an Ewok dragged it out and threw it in the lake. The other Ewok jumped in the tank and clabbered the driver. Fluttershy entered the tank and manned the controls of the tank as the Ewok exited the top gun controls. The door in the back opened and two other soldiers entered the tank and manned the controls to drive. After examining the controls, Fluttershy pulled a trigger on the main gun and fired at another tank. The Ewoks then cheered to the tank as it passed through the battle. An Ewok from the top of the tree pushed down a boulder which crushed the tank like a bug.

Applejack worked furiously at the control panel, wires sparking as she attempted to hotwire the door control. With a loud cracking spark, the door began to slide open. "I got it," she said. A few moments afterward, a second large metal door crashed down in front of the first. "Dang nab-it!! I thought I had it." Rainbow then let out a scream as she got struck by a laserbolt. Shining Armor helped her to the wall as a squad of battle droids pointed their blasters to the group. Everyones hooves were up as the droids drew closer. As Rainbow tried to stand, Pinkie shot her blaster at the droids. The group then saw an AAT heading their way and pointed its main gun at them.

"Stand back," Shining Armor said. Suddenly, the hatch on the tank popped open and Fluttershy popped her head out of the window and waved at them.

"Fluttershy?" Twilight said.

"Sorry if me and my Ewok buddies scared you," Fluttershy said.

"Come over here Rainbow is injured," Cadence said.

"No. Wait," Rainbow said as she flew to Fluttershy. "I've got an idea."

Charming Thunder and King Sombra fought and engaged in a raging duel of sabers. Sparks flew across the room as the two clashed their weapons together. Charming Thunder's skills had grown since the pair's last duel on Cloud City. As he swung each attack, Sombra backed away backed away under the force of his son's violent blows. He then found himself on the edge of the stairs and Charming Thunder kicked him down. "Good," Chrysalis said. "Knock him dead, kiddo." Charming Thunder glanced over at the Changeling queen, then back at Sombra. He deactivated his lightsaber to calm his body.

"Celestia has tought you well," Sombra said as he got up.

"I will not fight you, father," Charming Thunder said. Sombra began to walk up the stairs towards him.

“You are unwise to lower your defenses.” Sombra struck out with his blade as Charming Thunder leapt backward and jumped to the catwalk above.

"Your thoughts betray you, father. I sense the good in you and the conflict."

"And this gives you power over me?"

“You couldn't bring yourself to kill me before, and I don't believe you'll kill me now.”

"Don't underestimate my dark magic. If you will not fight, then you will die along with your alliance." Sombra threw his saber towards him as Charming Thunder leapt over the purple blade and landed at the bottom of the stairs. He then ran under the platform of the throne. Sombra dropped down as he grabbed his lightsaber and Chrysalis laughed softly to herself.

"Good...good!"

The armadas blasted away at each other in a huge point blank confrontation. The Super Star Destroyer finished a Munificent frigate off before retreating. "Watch out," Spitfire said in her com link. "There's a squad at .05." A TIE Fighter blasted away to destroy a squad of droid tri fighters.

"Good shot, Black 8," Soarin's voice called. The fleet approached the droid battleship as the squad of fighters were clearing a path for the destroyers.

"Come on, Rainbow," Spitfire muttered to herself. "Don't let me down."

The Changeling officers watched eagerly at the main viewscreen of the bunker. A droid driver's head appeared, blocked out partially by static. "Its over, sir," the droid said which almost sounded like Shining Armor. "The Rebels have been routed. They're fleeing into the swamp. We need reinforcements in order to continue the pursuit." The engineers began to cheer as an officer opened the large door. Their eyes shot open as they came face-to-face with the Rebel contingent, their weapons trained on the group of Changelings and droids. The Ewoks disarmed them as the strike team entered the bunker. They placed charges all over the control room before hurrying out.

Chapter 10: King Sombra's Redemption

Sombra searched at the bottom of the throne as he slowly waved his saber through the semi-darkness, looking for the red unicorn. "This isn't a game, Charming Thunder," he said angrily.

"I will not fight you," Charming Thunder's voice replied.

"Give yourself to the dark side. It is the only way you can save your friends." Sombra continued forward to the firm, shadowy form of Charming Thunder. Charming Thunder snapped his eyes shut as the dark unicorn looked for him. "Yes, your thoughts betray you. Your feelings for them are strong. Especially for..." He stopped as an odd tremor resonated through his chest. His eyes gleamed evilly as he looked into Charming Thunder's mind. "Princess Twilight Sparkle. Your love for her gives you strength. But your feelings have betrayed her too. She was wise to try to save the crystal kingdom. Now her failure has been complete." Charming Thunder gritted his teeth as he got angry. "If you will not turn to the dark side, then perhaps she will.”

"NEVER!!!!" Charming Thunder shouted as he popped out of the corner and activated his crimson blade. He screamed in anger as he hammered away at the startled dark unicorn. The pair emerged from the underside of the platform and out into the large room towards a long bridge. Sombra was shocked as was brought down to his knees. He reached up to block, but Charming Thunder's blade sliced through his hoof, sending it toppling over the bridge which overlooked the station's central fusion core. As his hoof and his lightsaber fell to the core, Charming Thunder approached Sombra placing his blade at the fallen king's throat. Queen Chrysalis smiled with a twisted, evil grin as she watched from her seat. She laughed as she was amazed with what just happened. She then got up from her seat and flew down the stairs as she laughed.

"Good," she said as she landed at the bottom of the stairs. "Your hate has made you powerful. Now do what you have to do and kill him." Charming Thunder's eyes turned back to normal as he gazed at the remains of his father's hoof. He stopped as his heart twinged as he realized how much like his father he had become. He gulped as he shook the anger from his body, forming the decision that had spent a lifetime in preparation. He closed his eyes and deactivated his lightsaber and hooked it to his belt.

"Never," he shouted. "I'll never turn to the dark side. You've failed, your highness. I am a hero of Equestria. Not a servant to a worthless bug like you." Chrysalis got angry as her glee turned into wrath.

"So be it."

Twilight, the group, and several other fighters dashed from the bunker and raced across the clearing. “Move! Move!” Shining Armor shouted as everyone took cover behind the bushes. The huge shock wave knocked them all flat as the bunker exploded in a massive fireball.

At the Super Star Destroyer, Octavia quickly flipped the radio. "The shield is down," she said. "Commence attack on the main reactor of the Death Star."

"We're on our way," Spitfire replied as she turned the ship towards the Death Star. "Black group, Gray group, all fighters follow me." She then laughed to herself. “I told you they'd do it!” The freighter along with several fighters followed to the massive superstructure.

Charming Thunder remained motionless as Chrysalis stood at the bottom of the stairs, her eyes shooting at the young colt. "You have ruined my greatest achievement." she said. "Months of planning all went down the drain. It looks like I need to teach you some respect. How about we start with...destroying you." Her horn glowed and bolts of green lightning shot across the room to Charming Thunder. He tried to dodge it, but he failed to avoid her attack. As the lightning strike hit him, Charming Thunder let out a piercing scream as he writhed the pain. Sombra slowly got to his hooves and struggled over to the queen's side. "Young fool. I just wanted to make you see the world as I see it. Instead of protecting others from harm." She then shot lightning at Charming Thunder again. Tears spilled from his eyes as he clutched the railing of the bridge. "Your feeble skills are no match for the power I wield. You will now pay the price for defying the queen of the Changelings." As he writhed in agony, Charming Thunder reached up weakly toward King Sombra.

"Father, please," he screamed. "Help me." Sombra looked at his dying son, turned to Chrysalis, then back to his son.

"And now, Charming Thunder, you will die." The lightning from Chrysalis' horn grew brighter, lighting up the dim room as they channeled through the helpless colt's body. Charming Thunder screamed even more louder as she felt the unconceivable pain. As Sombra watched, his eyes shifted back to Chrysalis, who was lauging as she tortured Charming Thunder.

"No," Sombra muttered to himself as he looked backat his son. He then looked back at the queen and screamed, "NOOOO!!!" He jumped in front of Chrysalis' lightning and his horn started to glow. A magic explosion erupted as Sombra blasted Chrysalis out of the window. She let out a scream as she got blown away far away from the Death Star. Sombra collapsed as a rush of wind whipped through the window. Charming Thunder slowly crawled to him and pulled him into his arms and hugged his father's body.

"I always knew that there was good in you, father," Charming Thunder said. "Thank you."

Chapter 11: The Death of King Sombra

TIE Hunters trailed behind the YT-2400 as it raced across the surface of the Death Star to its unfinished section. "I'm going in," Soarin announced as he dove his TIE Hunter inside the superstructure.

"Here goes nothing," Spitfire added as the ship dove into the superstructure along with TIE Fighters. They then were followed by droid starfighters as they flew in the structure. "Lock onto the strongest power source. It should be the power generator. Careful, Soarin, we could run out of room real fast.” The droid starfighters started firing at the TIE Fighters, sending one of them to crash on the side of the shaft. "Split up and head back to the surface. And see if you can get a few of these droids to follow you." A group of fighters broke off as they were pursued by droid starfighters. Two droid tri starfighters stayed behind to follow the freighter and the TIE Hunter. Outside, several Star Destroyers concentrated their fire on the massive Lucrehulk battleship.

"We've got to give those fighters more time," Octavia commanded. "Concentrate all fire to the Lucrehulk battleship." Inside of the ship, the young Changeling admiral stood on the bridge alongside a commander as they watched the battle unfold.

"Sir, we lost our bridge deflector shields," the commander reported.

“Intensify the forward batteries,” the Changeling ordered. "I do not want anything to get through." The commander didn't respond, but stood petrified as he stared out the window. “Intensify forward firepower!”

"Too late," the commander said as he ran for his life. The admiral turned to the window to see a TIE Interceptor flying straight towards the bridge. The collision made the battleship explode with a massive fireball. The giant ship lurched back from the impact and spiraled into the side of the Death Star, exploding and sending giant pieces of shrapnel across the sky.

Charming Thunder was carrying the unconscious Sombra to the shuttle a the crew ran through the corridors in panic, trying to reach escape. No one seemed to notice the two colts as panic spread throughout the station. When he finally reached the shuttle, he collapsed the strain becoming too much. The explosions on the station grew louder as Sombra beckoned his son closer. "Charming Thunder, help me take this crown off and destroy it," Sombra whispered.

"But you'll die," Charming Thunder said.

"Nothing can stop that now. Just for once. I don't deserve to be king. Destroy the crown." Sombra began to cough weakly as Charming Thunder levitated his crown off of his head to reveal Sombra's real horn that was broken. He then used his magic to break the crown to pieces. He then looked back at Sombra as the pieces fell to the ground. "Now go, my son. Leave me."

"No. You're coming with me. I can't just leave you here. I need to save you."

"You already have, Charming Thunder." Tears began to form in the eyes of the once-powerful unicorn king as he gazzed at his son. "You were right about me. Tell Twilight that you were right." Charming Thunder's eyes began to water as he craddled his father in his arms.

"I won't leave you, father."

"I am proud of you, son." Tears began to roll down on Sombra's face as Charming Thunder leaned in closer, muzzling his father's cheek. Sombra coughed and whispered to his son's ear, "I love you. Your mother would be proud of...you." As Sombra's eyes closed, Charming Thunder hugged his dead father tight and began to cry.

The freighter led a swerving bomb run through the violently shaking superstructure as the Star Destroyers outside bombarded the station with their weapons, each hit setting off a chain reaction. As Spitfire reached the main reactor shaft, a single TIE Hunter remained beside her. "There it is," Soarin called as he and Spitfire came acros the reactor core of the Death Star.

"Alright, Soarin, go for the power regulator on the west tower," Spitfire ordered.

"Copy that. I'm already on my way out." The TIE Hunter zipped up to the top of the huge reactor and fired several proton torpedoes, causing a series of small explosions. The dove toward the main reactor, blasting it with torpedoes as well. Outside, Octavia, Thunderlane, and Blueblood watched from the bridge of their destroyer as the Death Star began to erupt with explosions.

"Move the fleet away from here," Octavia ordered.

A small shuttle rocketed out of the docking bay just before the station erupted in a huge fireball. Moments afterward, a TIE Hunter sped from the exploding station, followed by the freighter. Spitfire piloted the ship toward the swamp as the Death Star exploded in one final fireball. Inside, Spitfire and the crew cheered with relief.

Twilight, the others, and the Ewoks looked to the sky as the massive structure died with an awesome display over the Badlands. Cheers abounded as soldiers and Ewoks danced about. Cadence looked down from the sky to Twilight, who continued to stare at the sky. "I'm sure that Charming Thunder wasn't up there when it blew," Cadence said.

"He wasn't," Twilight said. "I can feel it."

At Canterlot, Celestia and Luna were boarding their shuttle to the swamp as they saw the explosion over the Badlands. "They did it," Luna said.

"Yes," Celestia said. "But wherever Charming Thunder is, I hope that he is okay." The ramp of the shuttle lifted off the ground as the shuttle was ready to take off and fly to the swamp to join the victory celebration.

Charming Thunder set a torch to the logs stacked under the funeral pyre. He stepped back and watched solemnly as the flames rose up and consumed the body of Sombra, his father. Twilight and Cadence watched alongside with the rest of the group. Octavia, Blueblood, Thunderlane, Spitfire, Soarin, and the princesses stood with them, watching as well. As he watched the fire burn bright into the night, Twilight placed a hoof on his shoulder as Charming Thunder quietly sobbed.

"I'm sorry," Twilight said. "We all are."

A huge bonfire danced in the midst of a huge celebration. The Ewoks played drums and sang as everyone danced around the village. The armored troops danced merrily and some danced together. Even Shining Armor and Cadence danced together as the music played. Fluttershy danced with an Ewok as Rainbow and Pinkie played a game of chess. Celestia and Luna shook the hands of the Ewok chief. Twilight sat on a log with Charming Thunder as they looked up in the night sky. Charming Thunder placed a hoof around her shoulder and shared a kiss to her. At last, they stood and began to make their way to the celebration. Charming Thunder stopped as Twilight turned back, confused. "Aren't you coming to the party?" Twilight asked.

"I will just...give me a minute," Charming Thunder replied. He stared up at the stars as his memories of his journeys flashed in his mind. As he stared, a shimmering, ghostly figure began to take form in the sky. The image of Sombra smiled down at him as he floated gently in the night sky. As Sombra smiled down at him, Charming Thunder felt a tear run down his cheek. He smiled and waved at him as he walked to the group where Twilight and the rest of his friends. He then sat next to Twilight as her wing wrapped around him and enjoyed the rest of the party in the village as a flag began to rise behind them with a symbol of hope.

THE END

Prologue

Once upon a time in a magical land of Equestria....

EQUESTRIA WARS

Episode III
Rise of the Equestrian Empire

It is a period of civil war. Charming Thunder has returned to his hometown of Canterlot to visit Princess Luna to find answers about his father King Sombra.

Little did Charming Thunder know that the Lunar Republic has secretly begun construction of an armored space station even more powerful than the first dreaded Death Star.

When completed, this weapon will spell certain doom for a small band of Rebels struggling to restore freedom
to the land of Equestria....