The Last Princess

by Nasuna Senshi

Rating: teen
Tags: Dark, Tragedy
Length: 14863

Equestria is gone. Any semblance of civilization died along with the princesses Celestia and Luna. Chaos reigns in every ruined city, and few ponies are even left alive. And it's all Twilight Sparkle's fault.

Many ponies wondered at the Apocalypse. How would it happen? Would anypony survive? How long could you survive during the Apocalypse?

Call it what you like, Apocalypse, Doomsday, Ragnarok, the End of Equestria, it had always been a thing of danger, but also drew ponies with a morbid fascination. Now, though, it is reality. A horrible, frightening reality where only a handful of ponies manage to stay fed. What caused it, though? Why, Twilight Sparkle, the last princess of Equestria, of course!

Published 1970-01-01 00:00:00 UTC
Last updated 2014-08-18 14:30:59 UTC

Life After

Dawn Haze awoke, strands of her pink-and-orange mane falling into her face. She shook herself slightly, trying to wake up fully, but, despite her efforts, remained half-asleep, and staggered toward her bathroom. Dawn searched for the knob in her shower, putting her hoof onto several blank stretches of wall before successfully finding said knob. Warm water poured over her head, waking her up sufficiently. Thank goodness the plumbing still worked, at least in her apartment. Her building had opted to have all of the pipes function mechanically, instead of using magic, like most ponies did. Unfortunately, her refrigerator was not so lucky.

A knock came from her front door, and Dawn groaned. Only one pony would bother knocking at her door with Equestria the way it was. Any other would just knock it down, or at least attempt to. Only one would knock. But she was in the shower now, she couldn't open the door! He had the worst timing. Oh well, there was nothing for it. He would just have to wait in the hall for a while. Dawn made sure to take extra time rinsing her dark blue coat, just to annoy him. She had a knack for that. She finished with her shower and then brushed her teeth, holding her toothbrush with a wing. Equestria might be practically gone, but that was no excuse for poor hygiene. Okay, she mostly just wanted teeth to chew with. Not like the Fallen. Ugh, such nasty teeth.

Finally, she walked out of the bathroom, mane still wet, and opened the door. Her friend, Max Suspense, glared at her as she smiled back devilishly. He then rolled his sapphire eyes before bringing them back down to meet her gray ones.

"You know how much I hate waiting out here." He said. Dawn simply nodded and said, turning her back, "It's your own fault. I was in the shower!", and she began leading him into her miniature kitchen. He carried his brown saddlebags inside, before turning and reaching inside of one, and taking out a box of dry oats.

"Breakfast!" Dawn exclaimed, not surprised in the least. Max just humphed around the box in his teeth before setting it down and saying, "Next time I'll just keep it for myself, and leave you to find your own food." Dawn just smiled. He always said that. And he always came back.

Max then brought out the milk from his other saddlebag, setting it on her counter along with the oats.

"Ah, yet another beginning to a perfect day. You might even give me three meals!" A strange look passed across Max's face for a moment, but then he responded sarcastically, "Well, it helps to have a working fridge." Dawn grimaced. She had working plumbing, and Max had cold storage for food. He was a writer, by trade, but was smart enough to engineer a non-magic powered device that actually absorbed the heat from his refrigerator. He had tried to explain how it worked once, but it had all gone over her head. She was a receptionist, for Celestia's sake, not an engineer! Well, she had been a receptionist, about a year and a half ago. Same with Max and his writing. Then the surge came. They had each been lacking in something they needed after that. For her, it was fresh food, him, water. Max had always relied on tap water and his filter to quench his thirst before, and without a cooling system, all Dawn's food had spoiled or been eaten fairly quickly. They had both been ready to venture out and take their chances in the chaos-ridden city, but they had bumped into each other, and discovered that they each had what the other needed. So they stayed for a year and a half. They had to go out and raid a supermarket once or twice, but they had managed.

Max set down a bowl of oats in front of Dawn, leaving them dry, just the way she liked it, and then poured milk on his own before beginning to eat. Neither of them had the patience for grace anymore, so they just dove right in, face-first.

After they had finished, Max picked up both bowls and put them in the sink. Dawn sat back on her stool and stretched.

"I'm glad we ran into each other that day, aren't you, Max?" she said, somewhat wistfully.

"Yeah. I'm glad." He answered.

"You think we could go on living here until we die of old age?" She joked lightly. Max turned to look at her, then said, "You and I both know that that isn't possible. Eventually, we'll run out of food, and we'll have to go find more."

"Awww, but there are so many stores in Manehattan! I'm sure we could find all the food we'd ever need in them."

"There were a lot of stores in Manehattan. Now there isn't a Manehattan for the stores to be in. All there is, is that chaotic wasteland that was once a city, and it's right outside our window!"

Dawn shrugged off Max's outburst. When Manehattan had fallen, he had taken it much harder than she, and she had grown accustomed to his anger when she referenced the fact that they still lived in the once proud city.

"Yeah, yeah. Hey, I had a dream last night!" Max still looked miffed, but he had grown as accustomed to Dawn as she to him. "I dreamed about a stallion, with a golden mane and tail, and an orange coat, and he swept me up in his hooves and brought his muzzle close to mine... then I woke up. Hmmm. Now that I think about it, he looked a lot like you, Max." And she got up onto the counter between them, bringing her muzzle extremely close to his, so their noses almost touched. Only a year ago, Max would have been extremely taken aback, maybe stumbled into the far wall and hit his head on one of the hanging cabinets. Now, however, he simply brought his forehoof up and patted her head, hard enough to lower her entire face, but softly enough that he didn't hurt her. Dawn sat back on her haunches, glaring at the back of his head as he turned to inspect the cabinets.

"Hmph, you're no fun anymore." she said.

"And you've always been too much fun." Max retorted. Dawn opened her mouth to argue, but then quickly shut it again. It was hard to argue with the truth.

As Max did a thorough sweep of her kitchen, for what, Dawn didn't know, her thoughts wandered. She began to wonder about her family, in Canterlot. After the surge, and the news that the princesses of the sun and moon were dead, civilization had fallen apart. Somehow, the surge stopped most kinds of magic from working properly. That was why there were so few unicorns around anymore.

Some ponies had immediately taken to theft, and sometimes murder, in order to get what they needed to survive. She and Max took to calling them Bandits. The Bandits were most of the reason unicorns were almost gone. Without their magic, many unicorns felt useless and helpless, and Bandits would take advantage of that. After the Bandits, there were some ponies, like the two of them, who retained their sanity and morality, and got by on whatever was in their homes and whatever they could scrounge from outside. And then there was the last group.

"The Fallen" as Dawn called them, were ponies who had completely lost their minds, and who had no sense of morality anymore. The Fallen were still ponies, some even could talk a little, and lure some ponies into alleys. That was when their desperation really showed. They had resorted to cannibalism to survive. The very thought made Dawn shudder. Many ponies had theorized and even played with the idea of a zombie apocalypse, but Dawn knew those ponies weren't zombies. If they bit you, you wouldn't turn into one, although you might get a bad infection from all the bacteria in their mouths, some could even think a bit, and they definitely, definitely didn't hunt in packs. On the contrary, they ate each other more than anypony else, since they were often the only ones left around. No, they weren't zombies, just ordinary ponies who had fallen from what was right. Many of them were unicorns, since without their magic, some didn't even know how to take care of themselves, and they quickly fell into despair and insanity. Some pegasi fell, too, since they could no longer interact with clouds the way they once did. Thank Celestia they could still fly!

That thought got her thinking about Cloudsdale. Oh, Cloudsdale. The thought brought tears to Dawn's eyes, and not many things could do that. She hadn't heard anything about the rest of Equestria, but Cloudsdale, it was so tragic, and so nearby at this time of year, that she actually managed to catch wind of it. When the surge came, all the pegasi in Cloudsdale were caught off guard by suddenly not being able to walk on the clouds that made up the city. Most managed to catch themselves before they fell too far, but the little ones... Well, they couldn't fly yet, and... It was a long way to the ground.

There was an orphanage in Cloudsdale. Almost all the foals in it hadn't learned to fly yet. And they had no one to catch them.

Dawn's thoughts drifted back to where they began, tears now running down her face. Where was her family? Had they survived? What had happened in Canterlot? Her mother was a unicorn, had she fallen? Or had Bandits found her and taken advantage of the fact that she felt helpless? Dawn shook these thoughts away. No, her mother was a resourceful pony, she would be fine. But what about her father, and her little sister? What had happened to all of them?

Dawn was startled out of her thoughts by Max's quiet statement of, "I was afraid of that." He then turned to look at her.

"Dawn, you won't be getting three meals today."

"What? Why not?"

"I said eventually we'd have to leave to find more food. Today's the day. We're almost out of food."

"But like I said, there are plenty of supermarkets! We'll be fine!"

Max shook his head. "No. Around midnight last night, I heard a commotion outside. I peeked out my window, and there were ponies loading all the fresh produce they could find into a carriage. They stopped at every market that I could see, and they had enough food that they could have raided every market in the city. I don't know if they were bandits, or just survivors, but they took everything. We've got to take what food we still have and go."

"But, but, but..." Dawn spluttered, "We... we didn't have any warning! I thought we would have days, maybe weeks, of preparation before we actually had to go! This..."

"I know. I thought we would, too. But if we don't leave soon, we won't even have food for the trip."

Dawn was shell-shocked. They had to leave? After a year and a half, they just had to leave?

"You should pack up. I don't have anything else in my apartment that I need. I brought it all with me." Typical Max. Already ahead of her. Dawn staggered around her apartment in a daze. Hah. Dawn Haze in a daze. Funny. She thought several vague things like that as she slowly gathered everything she knew she'd need for the trip, and packed them in her saddlebags. Once she was finished, she slipped her saddlebags on and made sure that her wings were still comfortable at her sides. She looked back to Max and he nodded, then opened the door, allowing her to leave first. For a moment, Dawn didn't move, then, with a final look around and silent goodbye to her home for almost three years, she walked out, Max shutting the door behind her.

Manehattan

Dawn and Max walked through the streets, checking every once in a while to make sure nopony was following them. They saw the occasional Fallen, but managed to avoid them. Just as Max had thought, all the markets, even the street vendors, had been cleared of everything edible. Eventually, they stopped checking, and focused their efforts on keeping an eye out for trouble.

After a good bit of walking, the novelty of coming outside into the dangerous city wore off, and Dawn found herself getting bored.

"Hey, Max," she started, eager for any sort of distraction, "where are we going, anyway?"

"Well," he began, and Dawn groaned inwardly. He was about to go off on one of his monologues, she knew it from the tone in his voice. "I think it's best if we avoid any major cities, like Las Pegasus, or Vanhoover. Ideally, I'd say we go to Appleloosa, what with the plentiful orchards and the fact that not many ponies stayed in the desert, but..."

"But that's a long way to walk." Dawn interjected, a feeble hope that her interruption would cease the explanation motivating her to speak. That hope was crushed as soon as Max nodded.

"Exactly. So, I suggest we aim for the next best thing. Ponyville."

Dawn thought for a moment. Ponyville... Ponyville...

"You mean that place where the Elements of Harmony are?!" She asked, her eyes going wide.

"No, I mean that other Ponyville just east of the Crystal Empire." Max replied sarcastically.

Dawn couldn't stop her jaw from dropping. Ponyville!

Eventually, though, the thought of going to Ponyville wasn't enough to keep Dawn entertained, and she found herself getting bored once again. She tried to think of something she could do, or something she could say, and then she realized something that she had never really thought of before.

"Hey Max, what's your story? I mean, you must have had family before all this, right? Why don't you tell me about it?"

Max was silent for awhile, and then opened his mouth, as if he was going to say something, but before he could, his ears twitched and swiveled back the way they had come, and he turned around, not responding.

"Hey, that's not fair, you should answer the que..."

"Shh!" Max hushed shortly, and Dawn hushed, and listened, too.

Clip Clop

Clip Clop

Clip Clop

It was the sound of somepony's hooves hitting the pavement of the road, and they were coming in their direction.

Max quickly ushered Dawn into a small alley, and they tried to stay as quiet as possible while they waited for the unknown pony to come their way.

Clip Clop

Clip Clop

Clip...

The pony seemed to pause mid-step, and then a scream shattered the silence of the dead city.

ClopClopClop

CLOPCLOPCLOP

The pony was galloping now, and was getting closer by the second. Finally, they saw a figure burst around a corner and take a sharp turn onto the street they had just been on. Dawn could see the pony well enough now to know it was a mare, though she had assumed as much when the feminine scream ripped through the streets. She also had a magenta coat and crimson mane and tail.

Before the surge, either one of them would have helped a pony in need without so much as a thought. Now, however, it took some serious thought to decide whether or not to help somepony. All they needed to see to know what they were going to do this time, though, was the Fallen that was chasing the stranger. Immediately, they both ran out to the street without so much as a word between them.

"Hey! Over here! This way!" were some of the things they began screaming. Max ran forward while Dawn hung back, waiting for the strange mare to reach her. The mare kept on running, and once she reached Dawn, she started running beside her.

"Hi there!" Dawn shouted.

"Um... Hey." the mare answered, clearly surprised that she was being addressed.

"Who are you?" Dawn spoke more softly this time.

"Pomegranate. And you are?"

"Dawn Haze, nice to meet you."

"Likewise, and... I'm sorry about your boyfriend."

"We're just friends!" The shout came from behind them, and both mares turned their heads to look. The orange stallion with the golden mane came galloping up behind them, and Pomegranate gaped.

"How did you get away from that thing?"

"I took a chance. Thought that he might prefer a nice apple instead of ponies."

"HE? That..." Pomegranate began, but Dawn interrupted.

"An apple? Are you saying you gave him some of our food?"

"Would you rather be chased and potentially caught by an insane, cannibalistic pony?" He retorted.

"Point."

"Wait, why'd you call it a HE? That thing's not a pony anymore!"

"Sure he is, he just fell from grace. And unless you want to meet a lot more ponies that fell from grace I suggest you KEEP RUNNING!"

"Max, what do you mean?" Dawn asked.

"Well, since our new friend here screamed, and with all the yelling we did, I'm guessing that we've attracted more of the Fallen!"

"No need to guess!" Pomegranate shouted, and the other two turned to look. Behind them, ponies were pouring through alleys onto the street that they were currently on. A select few turned back, presumably to make short work of the one distracted Fallen who had just finished eating his apple. The rest, however, set their sights on the three ponies that were currently running from them. So, snarling and biting at each other, they began to give chase.

"The bridge is coming up on the right!" Max yelled.

"How are we gonna keep them from following us?" Pomegranate questioned.

Max furrowed his brow and stuck his tongue out slightly. Dawn always called it his "thinking face". But both the bridge and the Fallen were coming up fast. Could he think fast enough?

"Dawn, how far do you think you could fly carrying me and...um..?"

"Oh, it's Pomegranate!" the magenta pony introduced once again.

"Max Suspense, pleased to make your acquaintance. Anyways, Dawn?"

"I couldn't even get off the ground carrying both of you!"

"No, I mean, assume that you were already in the air! How far could you fly? Or even just glide?"

Dawn felt the smooth asphalt of the road turn to the cold metal and toughened wood of the old train tracks that ran across the bridge. She and the others took a sharp turn so that they actually went the direction that they wanted to go, out onto the large metal structure that spanned the channel.

"I don't know, maybe fifty yards? It depends on how high we were!"

"Okay, we're going to have to jump off the bridge!" Max concluded.

"WHAT?!" both mares screamed.

"If Dawn can carry us, we won't get seriously hurt, if at all."

"But what's stopping the Fallen from following us to shore?" Dawn asked.

"We won't make it to shore!"

"Huh?"

"I'll explain once we're in the air! Now, get ready to jump! Off the left side!"

All three prepared themselves for the jump, Dawn falling behind the other two slightly to make it easier for her to catch them.

"Ready? One, two, THREE!" and all three dove off the bridge.

The Fallen were very angered by this, but many of them realized that they could simply get them when they reached the opposite shore, so they began to run across the bridge, and the rest caught on. But the pegasus wasn't strong enough. She fell into the water not five yards from the bank, taking the two earth ponies with her. The Fallen stood, and watched the water for a long moment. Finally, they all concluded that the food was lost, and some even hung their heads in disappointment. But soon, they realized that there was more food in the area. About one hundred more foods.

When they heard the first splash, Max, Dawn, and Pomegranate surfaced and swam the rest of the way to shore.

"Well done, Dawn." Max said, with some difficulty due to how long he had been holding his breath.

"Thanks, but it was your idea."

"Psh, it's easy enough to cling to a riverbed, and even easier to think of doing so." Dawn shook her head. Brilliant and still humble. Hard to find a pony like that, especially these days. Then she looked around and spotted Pomegranate. She was staring at the bridge.

"Uh, Max?" Dawn said, and gestured to the magenta mare. Max trotted over and took Pomegranate by the shoulders, turning her away as he said, "Don't look at it."

"B-but they're... They're..." Tears were running down Pomegranate's face as Max took her face in his hooves.

"Ssshhh, I know. I know. But there's nothing we can do."

"But they're tearing each other apart!"

"Yes. They do that. You kind of... get used to it after a while." Dawn interjected with a shrug, and Pomegranate stared at her, horrified.

"How can you... get used to something like that? To all the b-b-b-blood a-a-a-and... a-a-a-and..."

"We know, and it's terrible. But there's nothing we can do. We've got to keep moving."

"But, what about your food? It must be soaked!"

"Nope, we put everything in plastic bags, just in case something like this happened!" Dawn said, with enthusiasm. Max frowned at her.

"I think you mean I put my food in plastic bags. As I recall, you didn't have any food."

Dawn frowned right back. Humble, yes. Annoying, also yes. "I still put some of the stuff I brought in plastic bags!"

Ignoring her, Max said, "But we do need more food, and as much as I'd like to avoid it, we've got no option but to go south to Fillydelphia. We should be able to find more food there, unless those ponies went there, too."

"What ponies?" Pomegranate asked.

"A large group that came rolling through last night, and took all the food in Manehattan."

Pomegranate's face contorted into a mask of pure rage. "Those TRAITORS! Scum of Equestria! Thieving braggarts!"

"Huh? Do you know them?" Dawn asked. Pomegranate almost immediately put up a poker face, and stuttered for a moment, until Max interrupted.

"Of course she does. She was a member of their little troupe, until they left her here without a second thought." The fruit-colored earth pony's jaw dropped, and she just stared at Max for a moment before speaking again. "H-how did you..?"

"Know? I searched high and low in that city, trying to find anypony who might still carry their morals, and I never found one. Then suddenly, the night after a group of ponies goes through downtown looting every food store they could find, a sane pony shows up who seems to have no idea of how to survive on her own. Then, at the mention of her old crew, she bursts out cursing their hides, leading me to believe that they have done her wrong in some way, likely by leaving her behind with no food when they left."

Dawn just stood there, not allowing her jaw to drop. It wasn't THAT impressive of a deduction, he was just a LITTLE clever.

"The one thing that I want to know is, were they Bandits? Or simply travelers?"

Pomegranate said nothing for quite some time, but eventually, she sighed, and said, "We were bandits. We traveled, and if we came across a wandering pony we robbed them, and, sometimes, we..." She didn't finish. And she didn't need to. Max and Dawn knew perfectly well what some bandits were willing to do to survive. All were silent for a time, and then, slowly, Max walked towards the mare, put a hoof on her shoulder, and asked seriously, "Did you ever hurt anypony? Personally?" There was a pause, and then Pomegranate shook her head. Max lowered his hoof, and simply stated, "We're not bandits. We don't take things from other ponies. And we certainly don't kill. But you're welcome to come along, if you like."

Dawn could see Pomegranate thinking, but it only took a moment before she was nodding, some small tears of joy slipping from her eyes. Great. A new companion. That meant more food to carry, less privacy...

And somepony who might catch Max's eye that wasn't her.

Bandits

The trio's southbound journey to Fillydelphia was, much to their surprise, mostly uneventful. On occasion, one of them would swear they heard a rustling in a bush behind them, or thought they saw a figure, but nothing major occurred. In only three days, they were walking along the train tracks straight into the city, full of hope that they would find food stores there, since they only had three cans of carrot soup left, one for each of them. They kept in an easterly direction once they entered, and stayed on the lookout for any place that looked like it might have once sold food. Finally, Dawn spotted something.

"Look! Over there! It looks like a grocery store!" She pointed a hoof in the direction of the building in question, and it did indeed look like a grocery store. The doors were glass magic-powered doors, which would have been an issue if one of the doors had not already been smashed open.

"Maybe it was a Fallen, trying to get at a pony inside." Dawn suggested, but that wasn't what any of them actually thought had happened. Besides, Fallen would still eat vegetables. Yet, their greatest fears came to pass when they got into the aisles. Everything had been cleared off the shelves, not so much as a cabbage leaf was left. Fallen were much messier eaters than would allow that to be the case, so there was really only one option left. The Bandits had come this way, and looted the entire store.

"M-maybe they missed a store?" Pomegranate implied halfheartedly. She new even better than the other two that that really wasn't a possibility. But, that didn't stop them from trying. They went from store to store, stopping at the occasional street vendor's cart to check. Nothing. Once they came across a massive storage room, but without any cooling, the food had spoiled. It was hopeless. The Bandits had come, taken everything, and then moved on, just like in Manehattan.

"What do we do now?" Dawn asked. They had stopped to sit at an outside section of a restaurant's tables, and were now trying to come up with a plan. Max put on his thinking face while Dawn observed quietly and Pomegranate twiddled her hooves, looking around every once in a while, likely keeping an eye out for Fallen. Finally, Max sat back and sighed.

"I can't think of another way. It looks like we'll have to take our chances, and try to get to Ponyville with what we have." he concluded. Even Max couldn't think of a good way out of this one.

"Isn't there any other way?" Dawn asked, praying for a positive response she new wouldn't be coming.

"Not that I can see." Max said, confirming her fears. "That is, barring any unforeseen circumstances."

It was at that moment that a knife fell from the sky, landing with an audible whunk in the center of the table, and sticking there. It was only then that the three friends looked up, realizing what a vulnerable position they were in. The tables they were sitting at were actually supposed to be accessed by coming through the side door in the restaurant, leaving the area surrounded by walls on three sides, and only one side open to the streets. They had set themselves up in the perfect spot for an ambush.

Now looking up, the group could see several ponies standing in line on each of the buildings, and one of them appeared to be giving another an earful, likely for dropping their knife.

Without so much as a word, they all leapt to their hooves and sprinted into the restaurant, attempting to get out of danger. However, the ponies on the restaurant's roof had to get their somehow, and the trio soon heard hoofsteps on the stairs above them. As fast as they could gallop, they got out of the restaurant and back onto the streets, where it became evident they were being pursued. No wonder no Fallen were around, this lot had probably killed or scared them all.

Max heard the doors slam open behind them, and decided it would be best to try and lose the pursuers. And, after several twists down alleys and turns onto other roads, the hoofsteps behind faded into the distance. To make sure they weren't too obvious, especially if there was a pegasus among their numbers, Max thought it would be best to stay in one of the alleys for awhile.

After a moment's silence to catch their breath, Max asked, "Dawn, what exactly do you have in your saddlebags?"

"Umm, some rope, a pot, a pillow, and a few matches. Why?"

"Put the rope in my saddlebags, then throw yours into that dumpster." Max said as he gestured to the aforementioned dumpster.

"What? Why?"

"Just trust me." Dawn looked at him for a moment. She trusted him. Dang it, she trusted him with her life. Besides, it wasn't like the bags had any kind of sentimental value, nor did anything in them. So, she did as he asked, making sure the rope was in his saddlebags securely before tossing her own into the dumpster in a grandiose fashion.

"Time to go." was all Max said before he walked out of the alley, Dawn following close behind and Pomegranate behind her, though much more hesitant.

"So, Pomegranate, are these friends of yours who have been chasing us?"

"Ummm... Yes? Maybe? I don't know, we were a large group, so I never saw all of my compatriots. Heck, I never even met the leader!"

"Okay. Hmmm..." Max was thinking again. His thought process was interrupted, however, when a bolt of blue fell out of the sky and bowled him over.

"What in Equestria?!" Pomegranate said. Dawn was too busy gaping at what had just knocked over Max to say anything.

It was a pony, a mare, with a cyan coat and rainbow mane and tail. A quick check of her cutie mark confirmed what Dawn had been suspecting.

It was the Element of Loyalty, Rainbow Dash.

"Uhh... Sorry, mister! I was flying away from these crazy ponies. They were trying to mug me!" the nigh-legendary pegasus apologized.

"Think nothing of it." Max said as he stood up. He didn't react to Rainbow Dash in any particular way, almost like any other pony had crashed into him.

"Okay? Well, I bet you guys want to get out of here too, huh? Come on, follow me! I know a shortcut back out of here."

Max wondered at the way the mare was acting. She seemed a little flustered, and brought up the subject as if she had been instructed to tell them something. He shrugged it off and followed her. It was a perpetual catastrophe around them, she had a right to be a bit flustered. Dawn, on the other hand, was absolutely enthralled by the presence of the Element Bearer, and hadn't even really comprehended what she said.

"I'm Rainbow Dash, by the way." The pegasus introduced herself.

"Oh, I think we all know who you are, miss Dash. But I'm Max Suspense, this is Pomegranate, and the one gawking like a filly over a candied apple is Dawn Haze." Max returned, gesturing to each of them in turn. Dawn glared at him. He smiled in response. "So, I understand you're one of the bearers of the Elements of Harmony?"

"Was." the cyan mare corrected, a scowl twisting her features. "And then all this happened. Now the Elements are gone."

"What? What do you..." Dawn started to ask.

"We're here." Dash interrupted, a tad louder than Max thought was absolutely necessary. Wait...

They were in another of those areas, though not exactly the same, that looked perfect for an ambush. It was a large cranny between buildings, but not quite an alley, that was, obviously, surrounded by walls on three sides. Dash had seemed like a filly rehearsing lines in a school play. She spoke louder than was necessary.

"Oh no." was all he managed to say before the net descended on the three of them, pinning them to hard cement beneath them, and ponies began appearing from everywhere, even raining from the sky.

"HA HA HA! Good work, boss! We got even more of 'em!" a stallion shouted from the crowd.

"Yeah, I guess I'm just good at everything." Rainbow Dash boasted, and the crowd stomped their hooves and laughed. "Now, let's see what they've got." A few hooves reached down, plucking the saddlebags from Max's back and working out from under the net, and Max found that he couldn't help but smirk a little. Luckily, nopony was paying attention to him, they were reeling at the contents of the bag.

"THREE CANS OF SOUP AND SOME ROPE?!" bellowed one stallion.

"THAT'S NO GOOD!" another answered.

"Ah, well, at least we can have a little fun with these three!" One pointed out, and the crowd stomped and laughed again.

It had taken awhile to sink in, but finally, Dawn started shrieking, "YOU BETRAYED US?! HOW COULD YOU?! THE FAMOUS RAINBOW DASH, BEARER OF THE ELEMENT OF LOYALTY, BETRAYED US?!"

"Hush, Dawn." Max said, trying to calm the enraged pegasus, but to no avail. She kept on screaming profanities and insults even as the surrounding ponies talked.

"Man, that one can yell. Wonder how she'd sound getting torn apart by cannibals?" One suggested.

"Nah, we gotta butcher 'em ourselves, then maybe through 'em to the mad ones."

"What're you, stupid? I wanna here 'em shriek!"

And soon, all was chaos, the Bandits all shouting out what they wanted done to their three prisoners, with Dawn adding to it with her accusations.

Suddenly, there was an unbelievably loud BOOM from straight overhead, and, despite being pinned to the ground by the net, Max thought he saw a rainbow disappearing just over the buildings. Now, everypony was quiet, even Dawn, though she was obviously still fuming.

"Now," said Rainbow Dash, into the silence, "We will not kill these prisoners." A collective sigh of disappointment met this news. "But," Dash continued, "We will recruit them."

Some discontented murmurings ran through the crowd, but nopony spoke out against the decision.

"Hey boss!" called a stallion, "I recognize this one. It's Pomegranate!"

"Well, Max, it looks like this scum is my old crew." the magenta mare in question whispered. Max gave her the best 'no really?' face he could manage while pressed against the cold pavement.

"Pomegranate? You mean the mare we left for dead in Manehattan?"

"Yeah, I remember her."

"Well, alright." the traitorous leader said, "Since she was already one of us, you can do as you please with her." A cheer went up from the ponies, and Max's eyes widened in horror. No! Everything was going perfectly!

"TO THE CARRIAGES!" the Bandits shouted in unison, and Max and Dawn found themselves roughly separated from Pomegranate, and carried, net and all, into the back of what appeared to be a pony-drawn carriage. Max was pondering their escape, and worrying himself sick over the fate of Pomegranate.

Dawn, meanwhile, could only focus on the cruel irony of being betrayed by the Element of Loyalty.

A Dash of Good Sense

Night had fallen, and the Bandits had finally opted to stop and make camp. Each carriage split into a group of maybe two or three carriages, and then those made camp, and it became clear to Max that a group from only three or four carriages had captured them. Dawn was still absolutely enraged, but had stopped screaming her head off some time ago, a fact Max was grateful for. He could almost hear everything again!

Several ponies came and pried them from the net while still making sure they had a firm grip on their prisoners. Dawn started thrashing and tried to scream, but her voice was still quite raspy from all her earlier shouting. Max, on the other hand, did not struggle, not in the least, and said nothing. He felt the pony's grip on his hooves loosen ever so slightly, but he did not take advantage of it. He had a plan, and he was going to follow through with it.

The three carriages were set up in a triangular shape around what was quickly becoming their campsite. Ponies were dashing to and fro, collecting stones and sticks for the fire. Rainbow Dash, however, was sitting on the far side of the improvised fire pit, as if waiting for the two prisoners to be brought to her. Max scanned the surrounding area with his eyes. He could see nothing of what he had hoped to see. No weapon in sight. He let out a sigh internally. Great, time for a last resort. He glanced skyward. Even better, he thought sarcastically, a storm coming in.

And that appeared to be the case. Heavy, dark clouds were rolling across the sky, looking like they might start pouring at any second. The weather was completely unpredictable these days, with pegasi being unable to regulate it. Max's train of thought was broken as he was forced down roughly, finding himself looking up at Rainbow Dash. It was at this time she began to speak, now lit by the fire that her underlings had built.

"So, Dawn Haze and Max Suspense, I have chosen you to be part of my little group. I assume you accept my invitation to join?"

"No." Dawn croaked out in a hoarse whisper.

"Now Dawn, don't be so quick to make judgements." Max reprimanded, before looking back up at Rainbow Dash. "Before I accept your generous offer, I have a few questions." Dawn looked at Max as if he had suddenly grown a second head. She tried, she tried as hard as she could to shout at him, to accuse him of being a traitor, just as she had Rainbow, but she couldn't quite manage it. Max was thankful for this, as he wasn't sure he could take that kind of beating, her looking at him that way was bad enough.

"Ask away." Rainbow said, gesturing at Max and ignoring Dawn.

"How did the bearer of the Element of Loyalty get to be leader of a group of Bandits?"

"Excuse me?" Rainbow Dash said, standing up and flaring her wings.

"I mean, what happened to the other Bearers? Applejack? Fluttershy? Rarity? Pinkie Pie?" As Max listed off each of the names, the cyan pegasus flinched, as if she had been struck. But Max was not finished yet.

"Princess Twilight Sparkle?"

Instantaneously, Dash's anger flared, and she rushed forward, screaming, "DON'T EVER SAY THAT NAME AROUND ME!!" And once she reached Max, she lifted her hoof to strike him in the head, and her other forehoof lifted off the ground, just for a moment. Max saw his chance, the guard's grip had not tightened yet, so he threw his weight forward, breaking free of the guard and knocking Rainbow Dash off her hooves. He then turned, getting exactly what he had been expecting. A large number of bandits were surrounding him. And that was all he needed.

"GO!" He shouted to Dawn, and she understood. He had done all of that just to help her get free. And... there wasn't a way out for him. Dawn shook the thought away. Of course he had a way out. Max would always have a way out. She broke free of her restrainer and flew up into the sky. And then it began to rain. Not a soft, gentle drizzle, but large drops pouring from the skies with great speed.

"Boss! You okay?" One of the thugs asked.

"I'm fine! You take care of this one." She gestured to the already surrounded Max. "I'll catch the pegasus." And, without another word, she shot into the sky like an arrow, going straight after Dawn. Behind her, the sounds of battle echoed, with the galloping of hooves and the occasional scream of terror.

Dawn, meanwhile, was flying for dear life, assuming that somepony had given chase, but not for a moment expecting that pony to be Rainbow Dash. As soon as she glanced behind her, however, the telltale rainbow mane gave it away.

Dawn looked up, mouth open for a moment, catching as many rain drops as possible, and gargled them before spitting it out below her, after a couple tries and several voice clearing exercises, she was able to speak properly again.

"Rainbow Dash! Why did you do all this? You were an Element of Harmony! Don't you remember any of that?"

"OF COURSE I DO!" Dash shouted back. "But... but... thanks to..." her voice was lost in the wind and rain, and Dawn strained to hear what was being said, but she couldn't without turning back and getting closer. Eventually, Dash started shouting again, but Dawn had a feeling that it wasn't just because she wanted to be heard.

"I WAS GOING TO JOIN THE WONDERBOLTS! I WAS GOING TO BE KNOWN AS THE FASTEST FLYER IN EQUESTRIA! I HAD DREAMS, JUST LIKE THE NEXT MARE! AND THEN... A-a-a-and then..." Rainbow's voice trailed off once again, but there was only a short pause this time before she yelled again. "AND THEN THIS HAPPENED!!" Dawn hadn't been paying enough attention, and hadn't realized just how close the rainbow-themed pegasus had gotten. With that final shout, Rainbow grabbed Dawn by the hind legs and began dropping to the ground.

Dawn flailed as she was pulled to the ground, and managed to hit one of Dash's wings halfway down, causing them to spin completely out of control and fall to the ground, sliding on the wet grass before coming to a stop in a muddy place. Rainbow was up first, but waited for Dawn to recover enough to stand.

"I miss those days." the cyan pegasus finally said, once Dawn was standing and facing her. "Back when Pinkie and I would play pranks on the others." A small smile appeared on her features. "And the first one we ever pulled together, when we scared Spike so badly he got the hiccups. And all of the Iron Pony competitions I had with Applejack. I still remember how dumb we were acting during the Running of the Leaves." Rainbow's smile had grown, and Dawn was looking at her skeptically. "We had some really good times, the six of us." And all of a sudden, the smile disappeared from the Element of Loyalty's face, and she glared at Dawn. "But then, she goes and does this." Dawn had lost all track of what Rainbow was talking about, but she thought she knew what was coming next.

"I was happy. And then all of this happened." Dash said, much too monotonously, and suddenly, she was nearly nose-to-nose with Dawn, raising a hoof over her head.

"AND IT"S ALL..." the once proud Element Bearer shouted, and Dawn had to duck to avoid the punch aimed for the side of her head.

"TWILIGHT'S..." another punch came in, this time landing squarely on Dawn's jaw.

"FAULT!!!" the final punch came, likely aiming for Dawn's temple, but the slippery ground gave way beneath Dash, throwing her forwards, and making her hoof wrap around the back of Dawn's neck, instead, and the cyan pegasus was left leaning on her for support, with little ground beneath her other hooves, and she wept. She cried right into the chest of the other pony, the pony she had betrayed. She was the Element of Loyalty, and she had betrayed ponies who had trusted her. And not just Dawn and Max, no she had betrayed the other Elements of Harmony.

She had betrayed her friends.

She began to mutter these things to herself, her face still pressed against Dawn's coat, and, with the new close proximity, Dawn was able to understand.

"How did you betray them?" she asked, and the almost legend stepped back, took a deep breath, and began.

"Back when this first happened, me and my friends were in Ponyville, except for Twilight, who was in Canterlot, doing some important princess thing. We were having a good time, and then, this big white wall went through town, but nothing seemed to happen. And then, the unicorns were saying they couldn't use their magic, and pegasi couldn't interact with clouds, and the ovens at Sugarcube Corner didn't work, and nopony's refrigerator was working. After not too long, all of the non-perishable foods had been eaten, and all the perishables had spoiled. So, ponies started leaving, and then... Ponies started going mad, and they... they... And all I did was run. I betrayed them, I left them, and I ran."

"I know." Dawn said. "With the mad ponies, and the ponies getting desperate, well, the exact same thing happened in Manehattan."

Dash looked up, in surprise. "But, you seem so normal! You don't want to eat ponies, but you don't want to hurt them either! You don't even seem to want to hurt their feelings."

Dawn shook her head. "That's because I don't. I've seen some terrible things, but that doesn't mean I have to act terrible. And you know what, Rainbow Dash?" Rainbow shook her head. "I don't think you want to hurt ponies either. You wanted us to become members of your group, instead of letting those goons kill us. But if you didn't let them take Pomegranate, they would challenge your authority, maybe kill you, and then they'd just kill everypony they met, including each other."

Rainbow bowed her head. It was true. She was trying to protect ponies by making something they feared.

"But, you don't have to lead them. They'll split up, and some may die, but mostly, I think they're still good ponies, they're just trying to fit in with the ones who are actually no good. I think the best thing you can do is leave, so that you don't have to do what's against your nature." With that, Dawn took off, hovering in the air for a moment before adding. "And you could come with us, if you want." Rainbow thought for a moment, but then shook her head. "No, I think I need some time to myself. To remind myself of who I was." A small smile twisted her face again. "And who I am." Dawn nodded, and began to fly away. Then, an unresolved point occurred to her, and she turned around.

"Hey, what did you mean by this..." but the cyan pegasus was gone. "Is all... Twilight's... fault..." Dawn finished in a whisper.

*     * *

If anyone had gone back from that place a good mile, they would have found the campsite of the Bandits, where Max and Dawn were brought. What one might have expected to see would be a dead or recaptured Max, and a group of bandits reveling in their victory. What you would have found, instead, is many an unconscious bandit, two with a large chunk taken out of their right foreknee, and one who was obviously dead, covered in lacerations, that, if observed closely, would prove to obviously be markings from a pony's teeth.

And now, let us travel a good four days' journey to the west, to a mountain, where a proud city once stood, but now, it is humbled, and broken. There, in a ruin, a single voice could be heard singing, in a sad, heartbroken voice, that would wrench your heart from your chest just to hear it. This is the song the voice sings.

My little pony.

I used to wonder what friendship could be.

Until you all shared it's magic with me...

APPLES!

Dawn landed, at last, on a small hill that rose up out of the otherwise somewhat plain landscape. She had been flying for most of the night, circling around, looking for some sign of either of her friends, with no luck as of yet. Eventually, her wings had gotten tired, but, still desiring a view from above, she chose this hill as her place of rest. She kept finding herself sliding on the wet grass, despite the rain having stopped some time ago, and so she would have to stand up and trot back up to the highest point of the hill. Once, she reached the top of the hill, and the sun was shining on her back, and the dew was cooling her belly, and all-around, she just felt so comfortable and tired that she fell asleep. When she woke up, she found that she was almost at the bottom of the hill again, so, grumbling to herself, she trotted all the way back up.

It was on this particular occasion that, once she reached the top again, and looked out over the sunbathed plains, that she thought she saw figures moving on the grass. She spotted them again and again, and they began getting closer. Soon, she could make out that they were, in fact, ponies, but before she got excited, she noticed that there were three of them. So, she crouched down, trying to avoid being spotted while the ponies drew closer. Finally, they walked into the sunlight, and, even though the distance between them was still rather large, Dawn could easily tell that two of the ponies were Max and Pomegranate, and she practically leapt into the air for joy. There was only one problem. Who was the third? It had a grayish-blue coat and bright orange mane. Dawn didn't think she knew anypony like that. Oh, pony-feathers, did it matter? So Dawn rushed down the hill to greet her friends.

Before she could reach them, however, she noticed that the strange pony was running towards her, too, and she heard a voice echo, "NO! WAIT!" neither Dawn nor the strange pony listened, though, and soon she had been bowled over by the mystery pony. It was obviously a stallion, and he sniffed at her face before licking her, and then promptly hopping off. When he spoke, it was in a high-pitched, maniacal sounding tone, and he said, "Funny taste, but not bad. Eat?" It was a question, directed at Dawn's friends, but the pony was gesturing at her. Before Dawn herself could object, she heard Max sigh. "No, how many times do I have to tell you that you can't eat ponies? Besides, she's the one we've been looking for!"

The strange pony hung his head, before snapping it right back up again. "Apples?" Was all he asked. Max sighed again. "Yes, you can have an apple."

"Apples!" the stallion cried, before turning and beginning to root through Max's saddlebags. It was at this time that Dawn noticed he had a horn. He was a unicorn.

"Is he a..?" She started, but Pomegranate finished for her.

"Fallen? Yep. Ask him." Was all she said before gesturing at Max. Dawn turned her astonished gaze to him, and he sighed for the third time since they had met up.

"Well, he's not just any old Fallen. He's the Fallen I gave the apple to in Manehattan." As if to punctuate the statement, the Fallen pulled his head out of Max's bag, holding an apple by the stem in his teeth. He then tossed it up into the air, screamed "APPLES!" and caught it in his mouth, chewing and swallowing it faster than Dawn would have believed possible.

"But, but... Didn't we see the other Fallen going after him?" the blue mare asked, watching the crazy pony start ogling the saddlebag, as if hoping for another apple.

"Yes, but apparently he fought them off. At least, I think that's what he said." The new stallion nodded energetically. "Kick, bite, RARRGH!" He confirmed.

"Yeah... anyway, why don't we go find someplace to sit? We swiped a lot of food from those bandits." Max said, showing Dawn the pack he was carrying, which did indeed seem to be near bursting with food.

"Oh, and here's yours." Pomegranate said, tossing another heavy set of saddlebags onto Dawn's back. Dawn gasped at the weight, but managed to stay standing, and even make a snide comment. "So, the mare carries two bags, and you only carry one? Shame on you, Max." Max smiled.

"What can I say? She's stronger than me."

"You'd better believe it." Pomegranate confirmed.

"Apples!" the Fallen shouted.

*     * *

"So," Dawn spoke through a mouthful of carrot, (Those Bandits sure knew how to preserve food!) "How'd you guys get out of that mess?"

"Well," Max began, and Dawn thought she saw another monologue coming, but she didn't mind so much this time. "I was completely surrounded by the time you took off, and Rainbow Dash followed you. The bandits were moving in, and I had hoped to find a weapon, but there was none, so I assumed myself dead. Then, suddenly, out of the darkness, this pony comes along, jumps one of the bandits and starts... well... eating him. The others took a moment to realize what had happened, but as soon as they did, they went straight for him, but... I mean, savagery must have made him a good fighter, or he took classes before all this, or something, because he knocked them all out, and he didn't even break a sweat! And... he just left me. Didn't attack me or anything. Then, he went over to one of the ponies he knocked out, and took a bite out of his leg, so I told him to stop, and, of all things, he listened to me. For a moment. Then he took a bite from another one, and I yelled at him to stop, so he did, and he didn't even try to do it again. I asked if he could speak, he said he could, sort of, and we started conversing. I found out he had followed us from Manehattan, because he liked me, since I gave him an apple. And then..."

"That's where I come in." said Pomegranate. "See, back when I was one of those Bandits, well, I was always with the same few ponies, what I called 'our troupe'. Now, in our troupe, there were really only two kinds of ponies. The weak ones who loved violence, and the strong ones who hated it. I was one of the strong ones who hated it, so the weaklings hated me. Now, when Rainbow said they could do what they wanted with me, obviously it was the weaker ones who took me, so I broke free." at this point, the magenta earth pony snorted. "Foals. Couldn't tie a decent knot if their lives depended on it. Anyway, so I went looking for Max, and eventually found them there. That Fallen over there asked Max if he could eat me, kind of like with you, and Max said no, you can't eat ponies. Then, we raided a couple of campsites, and, well, I guess you know the rest."

Dawn thought about all she had just been told, and then gave a snort of her own. "So, you were one of the tough people in the group, but you scream and run away from a single Fallen, and get all squeamish when they start killing each other." she started to openly snicker, and Pomegranate frowned at her.

"I told you, I hate violence. Plus," the magenta mare shuddered a little, and pointed to the Fallen. "Admit it, those things are scary."

"One of those things happens to have saved my life, and I think he should come with us." Max said, and both mares gaped at him.

"You can't be serious!"

"He tried to eat me!"

"Before I fed him an apple." Max objected. "He doesn't want to hurt us anymore, he just wants apples. And trust me, I've got plenty of them."

"But... but... He's crazy! What if he murders us in our sleep?"

"I already thought of that. We can stay up and keep an eye on him."

"But you said he took out a whole group of Bandits on his own!"

"Unprepared bandits. We'll be ready."

Dawn glared at Max. This wasn't like him. He was logical, and sensible, and wouldn't do anything that might jeopardize his friend's safety. So why did he want to take this murderous pony in and care for it?

"Please, Dawn." Max pleaded. "I trust him. So please trust me."

Dawn let out a puff of air through her nostrils in annoyance. "Fine. I trust you, Max. But if that thing makes one wrong move, he's history."

Max smiled gently, and then corrected, "Apples."

"What?"

"His name is Apples." He turned to look at the Fallen. "That is, if it's okay with you." Apples thought for a moment, and then a wide smile split his features. Combined with his disheveled mane and mad eyes, it made him look like something straight out of Tartarus. "Apples! Apples eats apples! But Apples doesn't eat ponies, no, you don't eat ponies." Max laughed, and even Pomegranate giggled slightly, but Dawn continued frowning.

This was such a bad idea.

* * *

Later that night, Max was sitting up and watching Apples. The Fallen had, well, fallen asleep, and it was his turn to keep watch. He wondered what it was like to have no memory of who you once were. To be that insane, it was unfathomable. He also wondered about Rainbow Dash. Dawn had regaled them with her part of the story before they settled down, and it was bothering him to no end. Could Princess Twilight Sparkle really be responsible for all this? And if she was, what then? Would he want revenge? Was she even still around to take revenge on? And...

If he had been in Dash's place, with every aspect of her life shattered, would he have done any different?

Ponies can change, and disaster is one of the greatest catalysts of that change.

"Max?" he heard Dawn's voice from behind him, and he turned to look at her.

"What are you doing awake?" He asked.

"I... had a nightmare. Apples turned on us, he... you were gone, and... Max, why do you trust him? Why do you seem to have a soft spot for the Fallen, when everypony else thinks they're monsters?" Max was silent for a long time, and then let out a quiet chuckle.

"Funny, I was going to tell you back in Manehattan."

"What?"

"When you asked about my family. How you told me about yours but you knew nothing about mine."

Dawn pondered this for a moment, and then her mouth fell open. "You don't mean..?"

Max was silent again, and then looked up into the stars, as if basking in the memories. "I had a wife, once." Dawn was taken aback by this. She had always assumed Max was a bachelor, and that he just didn't feel the same way as she did, or perhaps expressed his feelings differently than other ponies, but now, maybe...

"She was beautiful, and I felt so lucky to have married a mare like her. She was a unicorn, too, and very skilled with magic, if I do say so. We were very happy, and rarely fought, and then... The surge came. She had gone out to the pet store. She kept insisting that we needed a dog, even though our apartment was much too small. Chaos erupted in the streets, I'm sure you remember, and all I could do was wonder if she was okay. Finally, I felt it was safe enough to go out, and try to find her. When I did... The pet store was trashed, the owners were dead, and all of the pets had been eaten. But she was there, she was alive. She knew, me, and hugged me, and hoped I was well. And then... the Fallen noticed that I was there, and there were so many of them at that time. They came to the door, trying to kick it down, and she told me to get back. And instead of staying with her, protecting her, like a good husband should, I ran, I ran into the back room and locked the door. I heard her screams, but I stayed back there. The Fallen forgot about me, and left... And then I came out." Tears were now streaming down Max's face as he finished his story.

Dawn could only sit there, mouth agape, with tears threatening to pour from her own eyes. That story was... simply mortifying, but it didn't make sense. She expressed her confusion verbally.

"But... how can you not hate them for that? By Celestia, you should hate them more than anypony for what they did!"

"Dawn, don't you get it?" Max said, "I can't hate them, because she was one of them." This revelation filled Dawn with all kinds of mixed emotions, and all she could manage was to splutter out, "W-w-what?"

"She was the one who ate the animals. She was the one who killed the owners. She went mad, and all because I wasn't there for her."

"No, I'm sure she would've..."

"NO Dawn, she wouldn't have! When I showed up, she recognized me, she knew who she was, and what she had done, and she cried, begging me for forgiveness!" Max was almost shouting now, and the other two had begun to stir, so he stopped talking until he could calm himself down. "If I had been there, and if I hadn't run, she might still be here today. It's all my fault, and I can't blame the Fallen, especially because she had fallen. She was one of them."

Dawn sat for a moment, staring into the ashes of their long-dead fire, and then turned to him, cupping his face with a hoof, and brought his face close to her own. She tilted her head, and began to close her eyes, but then a hoof came between them, pressing her back, and she pulled away, only to realize that the hoof was his.

"Dawn, I can't. Not only do I feel like it's disrespectful to my wife, but also... I don't feel that way about you. I love you, but not in the way that would allow you to be my wife. I told Pomegranate we were just friends, and I meant it. I don't want that, and... Honestly, I doubt I ever will."

Dawn felt like she should be heartbroken, like she should start crying, and saying that she had only ever loved him, or some absolute horseapples like that, but she wasn't, and she wouldn't. He had good reasons, and, after the story he had just told her, she understood just how much it mattered to him that he honored his wife's memory. He also had good reason to trust the Fallen. His experience showed that, somewhere underneath, they were still the same ponies. The ponies who had once been kind, and held the door for other ponies while they walked inside, and comforted them while they were sad.

"Alright. That seems reasonable." Dawn said, and gave Max a little smile before standing up and walking back to her makeshift bed. Max continued to sit and watch Apples sleep, until it was time for Pomegranate to keep watch.

Meanwhile, the Fallen on the ground, and the start of Max's greatest secret being told, dreamed that it rained apples.

Ponyville

The group continued on, heading west towards Ponyville, just as they had originally planned. Pomegranate, having not been awake for Dawn and Max's exchange, was still suspicious of Apples, though not as much as Dawn had been. And then, one night, while it was Dawn's turn to be on watch, Apples woke up. He just sat there, staring at the stars for a long time, and eventually, Dawn couldn't help but fall asleep herself. When they all awoke the next morning, they found Apples still awake, but wandering around the camp now, sniffing at different objects that caught his attention. But most notable of all, was the fact that none of them had been eaten, not even so much as licked, and a quick scan of Max's bags revealed that all of the apples that had been there the night before were still there. Now even Pomegranate had to admit that Apples was about as trustworthy as a Fallen was going to get. And so, they continued on.

After only two more days of travel, they came to a river, and, in the distance, they thought they could just see some of the houses and orchards of Ponyville.

"Well, now what?" Pomegranate asked, looking down at the swift-running waters.

"I suppose we could attempt to make a raft out of materials on this side of the river, or we could attempt to swim. Of course, if we wanted it to be a little too easy, we could always cross the bridge that the train tracks run over." Max said, as he gestured to the left. About a hundred yards in that direction was the aforementioned bridge, and Max smiled slightly at his little joke, while Pomegranate grimaced and Dawn breathed a sigh of relief. She didn't want to have to carry somepony out of the river because she was the only one with wings. Only around two hours of light trotting later, and they came upon the small town that had done so many big things in the past. Not anymore, though. Now, it was just an abandoned wasteland, like everyplace else. But not for much longer, if Max, Dawn, Pomegranate, and maybe even Apples had anything to say about it.

"Alright, it looks like all of the buildings are mostly intact. That's good. Now, I suggest we head for Sweet Apple Acres." Max's friends looked at him questioningly, and he elaborated. "It's a large apple orchard on the outskirts of town, and where the Element of Honesty lived before all of this. Anyways, I hear they have some sort of special apples down there, called Zap Apples, and they should be ripe around this time of year, or at least sometime soon."

"Zap Apples?" Dawn asked.

"Yeah, they're apparently magic apples that are only ripe for one day a year or something. I only hope we made it in time."

As they strode through the town in the direction of the Acres, Dawn couldn't help but glance toward the dark, gloomy trees that stood out around the town's edge.

"Um, Max? Are you sure it's safe to be out this close to the Everfree Forest? I mean, I've heard of some really nasty creatures that live in there."

"Well, Ponyville survived this long, didn't it? I would guess that either the creatures aren't strong enough to break into the houses, or they assume the town's completely abandoned. So yeah, I think we should be safe enough."

This, however, was one of the surprisingly rare times when Max was wrong. Dead wrong, in this case.

None of the ponies noticed the multitude of eyes that watched them as they trotted through the ruined town. Except for one, of course. The one whose eyes couldn't be trusted. He didn't trust them himself, sometimes. After all, he had seen ponies tear each other apart, and try to tear him apart, too. But ponies didn't do that. Ponies were nice. So he must have been seeing things, just like all of those yellow eyes. Just seeing things. There weren't eyes in the forest. Yellow eyes. Also, eyes didn't glow. Did they? Maybe they did. Maybe there were eyes in the forest. Did the eyes want to hurt his friends? To hurt the ponies? They weren't allowed to hurt them, but what if they weren't real? He decided what to do. Keep an eye on the eyes. he told himself, suppressing a giggle at the funny-sounding phrase. Keep an eye on the eyes.

* * *

"APPLES!" Apples screamed as he bounded between the trees in the orchard. Most of the normal trees had, of course, not a single ripe apple on them, but the apples Apples was screaming about were, in fact, Zap Apples. Max had gotten them there at almost the perfect time. Unfortunately, the Zap Apples were actually fully ripe now, which meant that the ponies only had until sundown to pick as many of the magical fruit as possible, so that's what they were doing. Apples was helping, in his own way. The Fallen unicorn would leap into the air, pluck an apple from the tree with his teeth, and then crunch it down in record time. The other three agreed that this was fine, as long as he didn't eat every apple in the orchard, so they left him to it. Besides, he seemed to be thoroughly enjoying himself.

"Okay, is that the last of them?" Max asked as he pushed another apple into his saddlebag, though it was full to bursting already, and looked around the orchard.

"Not even close, but they're starting to disappear!" Pomegranate exclaimed, pointing to a few bright flashes in the trees.

"Apples!" Apples shouted, leaping into the air in an attempt to grab one final Zap Apple. Comically, it disappeared right before he reached it, and he fell to the ground, landing on his rump with a solid whumph. The other three couldn't help but giggle, and Max offered him one of the Zap Apples he had picked, which the unicorn took gleefully.

"Come on. With all of these Zap Apples we should be set for a good while, and eventually, we can start regrowing regular apples on the trees in the main orchards."

"Apples eats apples?" Apples asked. Max chuckled.

"Yes, Apples, you'll get to eat some of the apples."

Apples started bouncing from side to side and talking apparently to nopony. "Apples eats apples, but apples can't eat Apples, 'cause if apples ate Apples, then Apples couldn't eat apples, also apples has no teeth!" The crazed unicorn laughed and continued reciting his strange little poem as they all walked in the direction of the farmhouse.

* * *

"Hey, Max, have you ever noticed this before?" Dawn asked. She was lying on an old rug in front of the fireplace, next to the sleeping Apples, but not too close.

"Noticed what?"

"Apples doesn't have a Cutie Mark!"

"Yes, I had noticed. Hadn't you?"

Dawn put a sly smirk on her face. "Well, unlike you, I don't make it a habit to stare at pony's flanks."

"Ooh!" Pomegranate cringed back and put two hooves in front of her face mockingly, then leaned forward to see how Max would react. Disappointingly, he didn't seem to notice, and simply sat for a moment, before speaking again.

"Come to think of it, none of the Fallen have their Cutie Marks. Except..." He thought for another moment. "When she died, she had it. I know she did. I remember seeing it. What could've..?" Another brief pause, and then Max slammed a hoof on the floor as he stood up, eyes brightening slightly. "That's it!"

His sudden declaration startled the two mares, but didn't even cause the slightest twitch in the resting Fallen.

"What's what?" asked Dawn, completely lost.

"The Fallen! They don't have Cutie Marks, because they've forgotten who they are, who they're meant to be, and what they're meant to do! But sometimes, when they meet the right pony, or go to the right place, they remember, and they get that back! My wife remembered, she was herself, and her Cutie Mark proves that!"

"Wait, wait, your wife? What are you talking about?" Pomegranate had been asleep for the conversation of a few nights ago, and so Max hurriedly explained his story to her, not getting nearly as emotional this time, though. Easier the second time, Dawn guessed.

Still, all this talk of Cutie Marks got her thinking about her own. A few thin clouds hovering over half of a full sun. Like a hazy dawn. She chuckled lightly. She had gotten her Cutie Mark one early morning, when she got up onto the roof of her childhood home, sat, and watched the sun rise. A few stray clouds had managed to drift in front, and it set off the most beautiful sparkling of colors, and somehow made the sun shine brighter. She knew, then and there, that she wanted to make things like that. She wanted to mold clouds, use the rays of the sun, and even the moon, to create what she called 'Skybound Art'. Then, she moved to Manehattan. She could not find anypony who wanted her Skybound Art in that city. She would have flown away, found another city or town who would appreciate the beauty of the clouds, but then she found a job, as a receptionist. And then she found an apartment. And then she found that she was comfortable with her life the way it was, and she didn't want to risk that changing. If she hadn't been so lazy, she might have been in Canterlot, with her family, when the surge came.

Maybe the surge wouldn't have happened at all.

Dawn shook the thought away quickly. That was ridiculous. The surge would have come no matter where she was. But now...

Now she couldn't interact with the clouds if she wanted to. And she wanted to. Desperately.

But Max, as hard as his situation had gotten after the surge, had been quite happy before. His Cutie Mark matched up exactly with what he did. He wrote, and his Cutie Mark was a piece of simple paper, with a black quill hovering over, and several unreadable lines already written on the paper. He had been doing what he was meant to do. And Pomegranate...

Well, Dawn didn't know what Pomegranate had been doing before the surge, but she had likely been another of those aptly named salesponies, since her Cutie Mark was just two halves of a pomegranate.

"Dawn?" Max asked, startling her out of her thoughts.

"Huh?" she said dumbly.

"I was just asking what you think Apples' Cutie Mark used to be."

Dawn blinked, and stared at the pony sleeping beside her. The pony with no memory of his former life, and no Cutie Mark to guess at what it meant.

"I... I really have no idea." she said, and Max shrugged, getting back into his argument over possible Cutie Marks with Pomegranate.

Meanwhile, the pony on the floor was not nearly as asleep as he seemed. He had his right eye open, just a crack, so that he could peer through the window on that side, and keep an eye on whatever creature it was that was staring back at him.

Whatever it was, it had yellow eyes.

A Fond Farewell

Dawn awoke with a start in the bed she had been using for the night. It was musty and smelled a little like old mare, but that was not what her mind was focused on at the moment. She was trying to figure out exactly what had awoken her. She could not recall having any dreams, nightmare or otherwise, and the sky seemed clear, though it was a bit hard to tell in the middle of the night like this, so it was unlikely that thunder had awoken her. Had something in the house crashed to the floor? Or maybe...

Dawn's thoughts were cut off by the blood-curdling howl that tore through the night to reach her ears. Oh. That would do it. Now, what was howling? Dawn looked out of the window, and what she saw made her blood run cold.

At around this same time. Max was waking up, but he awoke due to a banging and crashing coming from the ground floor, where Apples had been sleeping. He rushed downstairs as fast as his hooves could carry him, but stopped dead at the sight he saw. Meanwhile, Pomegranate was having a struggle of her very own.

What all four ponies were experiencing was very closely linked, you see. Pomegranate was currently wrestling a creature to the floor and ignoring the immense pain in her right foreleg as she did so. Max was staring wide-eyed at Apples' one-sided (in his favor) confrontation of a group of the same beasts. And Dawn was staring out the window at the dozens, if not hundreds more of the creatures creeping toward the old house. Each one looked as though it was made of twigs and leaves, sap saliva dripped from their mouths, and their eyes glowed a malevolent yellow.

It was an incredibly large pack of Timber Wolves.

Dawn ran from her room, screaming bloody murder, and eventually found Pomegranate, stomping on the few twigs that remained of her assailant's head. Dawn gaped for a moment at the violence her friend had just committed, but once Pomegranate saw her, she grabbed her hoof and raced out the door.

"But... but... I thought you hated violence!" Dawn shouted as they turned toward the stairs.

"I do, but first of all, that thing will be fine, it just needs a little time to rebuild itself, and second..."

"Second what?" Dawn asked. But Pomegranate was no longer paying attention. They had come to a screeching halt, and now she was just gaping at whatever was playing out in front of them. Dawn turned, and began to gape as well.

In the main room, Apples was ferociously beating back a large segment of the pack single-hoofedly, and they saw Max was standing off to one side, also gaping at the amazing scene that played out before them.

The Fallen was positively ruthless. He would dart forward and pummel one of the wolves until it was little more than sawdust and some leaves, and then move on to the next. This tactic cost time, however, and the timber wolves would pour in one window while he was busy dealing with one unlucky enough to crawl through the other. Evidently, the mad pony was not very good at multitasking.

Finally, Max shook himself out of his awe-inspired stupor. He looked to his left and spotted the girls on the stairs.

"Pomegranate! Dawn!"  he shouted over the din that Apples was making, and startling the duo back into reality. "We've got to get out of here!"

"No kidding!" Pomegranate answered. "But where can we go?"

"On the second floor, there's a room with a window facing away from the forest. We'll have to jump out there!"

"WHAT?" Dawn screamed. "I don't know how strong you think I am, but I definitely can't carry the three of you more than ten feet, especially after all the things my wings have been through lately!"

"It's a bedroom! We can toss the mattress out and then jump on top of it. We'll be fine!"

Dawn looked like she was going to object further, but at that moment another crash came from the front of the house, and the ponies saw several sets of claws had pierced the front wall.

"Okay, I vote second floor window!" Pomegranate shouted, and the other two nodded, all of them running up the stairs, Max ushering Apples up ahead of him, despite the Fallen's obvious desire to continue fighting.

They reached the bedroom, and Dawn couldn't help but note that the closet was completely filled with big, scarlet hair bows. Max slammed the door behind them, and Apples set about tapping it with his hoof and whining, much like a dog who wants to go outside. The orange earth pony turned, grabbing the mattress in his teeth and pulling it off the bed. He then dropped it to the floor and said, "Dawn, Pomegranate, please take the bed." And the mares obeyed, each grabbing a side of the mattress. Max then trotted over to the single window, which was still intact, and bucked it with all his might, shattering it utterly. The window was awfully small for the mattress, but the three managed it, somehow.

"Alright, one at a time. Dawn, you first, so you can help catch us, if something goes wrong." Dawn simply nodded and flew out the window. Pomegranate followed, diving outside. The lack of cracking or squelching indicated that Max was right, and they would be fine if they jumped. So he did. He seized Apples by the tail, knowing the Fallen would not leave on his own, and jumped, angling himself so they would both land on the mattress. After landing, they dazedly stood up, and saw the large pack heading back in their direction, some even jumping out of the window above, though all missed the mattress and smashed to pieces on the hard ground.

"RUN!" Max shouted, unnecessarily. Everypony was already running. They ran, hearing the panting and clicking of the pack behind them.

"Max!" Dawn shouted suddenly. Max moved closer to her so that they could talk without shouting quite so loud.

"Yeah?"

"I've heard about timber wolves. Aren't their eyes supposed to be green?"

This fact made Max think. Yes, he had heard that, too. They had eyes as green as grass, that was what he had heard. So...

The surge.

It affected all magic.

A sickening thought occurred to Max in that moment.

"I think... and this is just what it THINK, but... perhaps the timber wolves were affected by the surge, too. They use magic to literally hold themselves together, and if the surge affected them like it affected pegasi, well then, maybe they can't hold themselves together as well." The two mares looked at him strangely, but Apples was watching the apple trees they were running past. "Think about it. A timber wolf can reform itself almost instantaneously, but did you see ANY timber wolves fix themselves while we were in that house?"

Dawn and Pomegranate thought for a moment, and then shook their heads.

"Exactly. I think these timber wolves are having a hard time keeping themselves in one piece, so when they break... they actually die."

Pomegranate and Dawn looked horrified. Mindless beasts they might be, or maybe not, but Pomegranate and Apples had downright murdered some of those things. This thought was almost too horrible to bear, and Pomegranate's pace slowed as they neared the first buildings of Ponyville's town square. Max stopped, and cupped her face in his hooves.

"Pomegranate, I know it's horrible, I know you feel badly, but we have to keep moving, or we're all going to die. So come on." He said it all as gently as he could, while still making it quick and clear. And it worked. Pomegranate kept on running, catching up to and keeping pace with the others.

"Why are they chasing us? Are they that hungry?" Dawn questioned. She was always the one to wonder things as they ran from certain death.

"Hungry for Apples!" Apples cheered merrily.

"I don't think so." Max thought. "I think Ponyville is just their territory, and they're defending it. Unless..." The thought occurred to him just as they were nearing the bridge out of the small town, and he realized what an idiot he'd been. Ponyville was their territory, and of course they'd  want to defend it, but the surge had affected them, too, and you didn't dive out of windows to certain death just because you wanted something to leave. No, you went to desperate measures to get food when there was no food. But there were so many creatures in the Everfree, why would they be starving? Could they have eaten them all that fast?

The most likely theory he'd come up with yet crashed over Max like a large wave upon a beach. The surge. It had depleted their magic supply, making them mortal, but also putting them in a perpetual state of starvation. No matter how much the pack ate, they were still starving. And a hearty meal of four ponies had wandered right into the center of their territory.

The four had reached the far side of the bridge, now, and Max looked back. As he feared, the pack was still coming across the bridge for them.

"DAWN!" he shouted over the din of snarling and running that was now closer and louder than ever. "I WAS WRONG! THEY ARE THAT HUNGRY!"

"Alright." Dawn said, though nopony else could hear. "SO, WHAT SHOULD WE DO?!"

Max thought for a moment. He could think of one option, but it was not only risky, it was suicide. He racked his brain for any other options, but could think of none.

"I think..." He started, and then cleared his throat and began to shout. "I THINK ONE OF US HAS TO GO BACK INTO TOWN!"

"WHAT?! THAT'S SUICIDE!" Pomegranate screamed.

"I KNOW! BUT IT'S THE ONLY CHANCE THE OTHER THREE HAVE!"

"WHY WOULD THEY ALL STOP TO FOLLOW ONE PONY?" Dawn questioned.

"I'M HOLDING ON TO A FLIMSY HOPE THAT THEIR MINDS ARE GONE! THEY'D RATHER BE HUNTING IN THEIR OWN TERRITORY, SO WE LET THEM, AND THEY LEAVE THE ONES OUTSIDE THEIR TERRITORY ALONE!"

"THAT'S YOUR BIG ESCAPE PLAN?! A PLAN BASED MOSTLY ON LUCK?!" Pomegranate bellowed. The noise behind them was getting louder all the time.

"YOU HAVE A BETTER IDEA?!"

Pomegranate said something, but nopony could hear it. Apples was bouncing alongside, apparently unaware of the crisis they were in, and chanting, "Apples apples apples apples apples apples APPLES!"

"IT'S BEEN NICE KNOWING YOU, GIRLS!" Max shouted, and veered off their current path. The two mares screamed for him to stop, but he had run off, and Apples was following him, still seeming oblivious to their pursuers.

"MAX!" Dawn could only scream. But there was no need to yell, anymore. The timber wolves were all being drawn off by... something. In the distance, the two mares could hear the cheerful shouts of "APPLES!" that marked their crazy friend's location. Pomegranate urged Dawn onward, but the pegasus turned, and galloped back the way they came, Pomegranate rolling her eyes and following.

They continued galloping until they reached the river, and spotted something lying at it's banks. Something orange and gold.

"Max!" Dawn cried out in relief, but then noticed something. Max was crying, sobbing wholeheartedly and letting his tears fall into the water below.

"Max, what happened? Where's Apples?" Dawn asked quietly, placing a hoof on her friend's back. The stallion continued to sob for some time, but then raised his head, and lifted a hoof in the direction of Ponyville.

"He did it. He drew them off. He screamed out 'apples', so they all knew he was there, and then he ran. Through Ponyville. Into the Everfree Forest. Listen." They listened, and they could faintly hear a distant voice coming from the Everfree, saying, "Apples apples apples apples apples apples apples apples apples apples."

"He stopped me. I was about to cross the bridge, and he stepped on my tail. He picked me up and set me on the bank, and he spoke to me. He said, 'Apples loves his friends.' and then he ran off. He saved me. He saved all of us."

Dawn felt tears coming in her own eyes. The Fallen, the mad pony had sacrificed himself for them. But Pomegranate stepped forward.

"C'mon, he's still talking, isn't he? Maybe he can get out, we don't know, we don't know just how skilled that pony..."

"APPLES!"

The shout was loud, amazingly so, and it came from the Everfree Forest. After that, no matter how hard they listened, none of the three could hear a single word being spoken from within the dark, twisted trees.

They all wept for the loss of their friend. It took a while for any of them to get themselves together, but they did, and they all stood up, ready to move on to wherever it was they would go. But before they left, Dawn thought of a question. A question she wished she had asked before.

"What do you think his name was? His real name?" Max looked at her for a moment, and then shook his head.

"I suppose we'll never know." He said, and trotted off, away from the small town and frightening forest.

Dawn stood still, an interesting thought coming to her. She had been friends with a pony who she didn't know anything about. She hadn't known his real name, his job, his dreams, his favorite color, anything. She hadn't known anything about him, and yet she was his friend. And he was hers. He sacrificed himself, and she knew nothing about him.

With that thought in mind, Dawn followed behind her two living friends, watching as the first rays of dawn rose over the land.