Mutation Extermination

by DerpyHooves320

Rating: mature
Tags: Tragedy, Adventure, Anthro, Dark, Sad, Romance
Length: 41756

something terrible has spread underground in the peaceful land of equestria, a species like none other they have seen before, an alien race that has no origin have made it to equestria. will the pony's be able to push back this threat? or die tr

Join the mane six as they team up with a stallion named Riot Gunner as they set out to destroy the evil that grows beneath their very feet, for an unknown alien species has made the underground their home, and are infesting it. Fast!

Warning: contains gory messes, hideous aliens, and countless deaths of ponies you know and love.

Warning #2: not a StarCraft crossover, for those who thought it was, deal with it.

Note: these aliens were my creation.

UPDATE: Fixing all the errors, will take some time, mainly because there is a lot to sort through. But I will fix it all, mainly because this is a first fic, and I want it to look a little better.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-01-30 20:32:46 UTC

7: bloodfest

Vladimir's POV

"And who are you? And why do you want to go with me?" Princess Luna inquired towards me, guess I have to tell her in front of the others.

"My name is Vladimir Spetsnaz, I come from a secret division that not even celestia knows about. And I was sent hereto protect Luna, by orders of my boss" I explained real quick, they had weird looks on their faces,maybe its because of my accent?

"How do I know I can trust you Vladimir, you just showed up and demanded to come with me." I knew why she was not that trusting towards me, after all, some ponys tryed to make her mad just so she would attack them, in hopes of getting celestia to banish her again.

"I give you my word, i will do all in my power to keep you from harm, even at the cost of mine own life" i said in my heavy accent, as usual. Luna just looked at me for a moment, then she asked celestia to come talk with her.

I could hear them talking, but couldn't tell what they were talking about. Then celestia nodded a defeated nod, "Vladimir, you must take good care of her, I don't want to lose her again" celestia said as she and Luna started walking back over, "alright let's finish making up the groups, rainbow, I want you to go with fluttershy, get as many civilians out of the city as you can!"

"I'm on it princess!" Rainbow said as she took her place next to fluttershy, "don't worry flutters, I'll keep you safe" rainbow said to fluttershy.

"Rarity pinkie and applejack, I want you to join the guards at the gate, if things get nasty, get out of there as soon as possible!" Celestia said, applejack nodded and walked over to pinkie and rarity.

"Let's get this party started!" Pinkie said, I just nodded.

"Alright, we have about one hour to get the city cleared out, MOVE OUT!" Celestia said we all started going as quickly as possible, luckily there were three hallways, or else we would be stuck in the same hallway.

Me and Luna were walking in silence, pinkie and her group were right behind us. Luna explained to me where twilight and celestia were going, we were going to need it, I also grabbed a 'gun' before we started heading. Me and Luna were assigned to scout outside of canterlot, we were told to let the guards at the gate know when they were almost there.

This wasn't going to be too hard, after all I was a Pegasus, one of the best back at the facility, I even had a badge for it back at home. The wonderbolts tried to hire me once, but I nicely declined, that wasn't for me, I only enjoyed watching them. But back to the present, the boss wanted me to check this threat out while I protected princess Luna.

(20 minutes later, outside canterlot)

We made I outside of canterlot, no sign of the enemy, good. The city should be completely evacuated before they got there, the guards were making good progress, hopefully these creatures don't find out where the train is going.

"Keep your wits about you, they are very smart as we have heard." Luna said to me, I grunted back, I made sure to look around everynow and then, nothing was happening, is that good or bad?

*whoosh* I quickly looked behind me, something was flying right at me, I rolled out of the way. I looked at the source of the projectile, something was sticking out of the ground, a spike just barely grew back, they were underground and closer then we thought.

*ratatatatat* Luna had started shooting her gun at it, it screeched innpain as some of its tail was blasted off, "we need to warn them, NOW!" Luna yelled at me, I nodded and started flying with Luna back towards the gate, hopefully we weren't too late.

We heard screaming when we started getting close to the gate, they had passed us under our very feet, and we didn't know one bit about it, hopefully we will arrive in time to save some civilians, I don't want to see a bloodfest, its just to much for the princess, she had already seen one in the old war.

When, we got to what remained of the gate we were shocked, guards lay dead, there was a lot of blood, I could even see a few entrails laying around.

"Oh no, we were to late." Luna started crying

"Don't worry princess, I'm sure there are some survivors around so-" she stopped me

"WE WERE TO FUCKING LATE! don't you get it, we failed them, and now they are dead!" Luna started sobbing uncontrollably, she started to hover back to the ground, but something was wrong, I could see a gas around her, something's doing something, and I know it ain't good.

"Princess Luna! There is a strange gas forming around y-" I couldn't speak anymore, something had hold of my throat, but I couldn't see it.

"He." I heard a laugh "he he he" I found out where it was coming from, Luna. "Hehhehe hahahahaha, who is this luuuna you speak of?" Luna said, then she looked up, the gas was going into her eyes, nose, and mouth, she started laughing like a mad mare would.

"P-princess Luna?!?" I looked left, pinkie applejack and rarity were standing there, a look of pure terror filled them, something about Luna was different, I looked back, if I could scream right now I would,Luna had turned a dirty red-ish color, her eyes were pure black now.

"H-h-hurry! W-warn cel..esti..a." I blacked out.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Applejack's POV

I could only stare in horror to be honest, Luna had turned a different color, she was surrounded by a weird gas and she just choked Vlad. We had to do something, I looked a little to the left, one of the mutants was standing off to the side, its tail wasn't the same as the others that came storming through, its tail was a little longer, it didn't have a spike, and the weird gas was coming out.

"We need ta get rid of it before something bad happens to us!" I said, pointing towards the mutantmutant, rarity also looked she almost screamed.

"Nobody hurts my friends!" We looked back to where pinkie was standing, except she wasn't there anymore, we quickly looked over to princess Luna,pinkie wasn't there either.

"Applejack look!" Rarity said, I looked back at the mutant, pinkie was shooting it with her gun *ratatatatatat* we could also hear it screaming in pain, then out of no where pinkie pulled out her party cannon and fired, but knives came out instead of confetti.

"YAAAAAH!" pinkie had pulled out a chainsaw and was just slicing away at it, no idea where it came from though, I took a mental note, don't piss pinkie off too much. She was almost done with it, but it turned its tail towards her, a huge cloud of gas flew out and engulfed her.

"PINKIE!" Me and rarity shouted, but it was too late, pinkie was now a red-ish color, and she was dragging her chainsaw with her as she started coming towards us, she was laughing an evil laugh, it sent chills through me.

We started backing up, we ended up on main street, princess celestia and twilight were walking towards us, they had injuries, but they weren't that serious.

"Girls! I'm so glad to see your OK!" She staryed running towards us, she was gonna pass right by the alley we just backed out of, into pinkie.

"TWI LOOK OUT!" I yelled as i pushed her away from the alley, pinkie was prepared to lung the chainsaw into twilight, but hit me instead, she just started laughing her head off when she saw me on the end of the chainsaw.

*VRRRRR* the chainsaw started spinning inside me, I could feel myself dying. "PINKIE STOP!" Twilight was screaming at her, everything started to sound like a blur, I saw celestia shoot pinkie with a spell, she fell unconcious.

I floped to the ground, my entire left side was messed up from the chainsaw, everything was turning black, twilight was yelling at me, but I couldnt hear her, I was numb, couldn't move, couldn't feel the pain, all I could do was breath fast and heavy. This was it. I closed my eyes, now I could join mom and dad.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Riot's POV

We heard screaming, laughter, and more screaming, it was just like ponyville, a living hell. Me and derpy managed save a family, but we couldn't save anymore, so we started to head towards the gate, we were told to meet there once our job was done.

"Do you think their alright?" I asked derpy, I was concerned, we heard a lot of screaming on the way, and the laughter, oh god how I hated it, it sounded evil and demented.

"Hopefully" derpy said, she looked terrified, even though we were able to save dinky and her friends, they didn't have their teacher anymore. Cherilee was helping us with the kids, then we heard one of them approaching, we started hurrying, then one of them jumped out and caught cherilee with its claws, it started ripping her apart. I blasted it to death with my gun, but we were to late.

We made it to the gate, "VLADIMIR!" I shouted, he was hanging in the air, unconscious, he was being held by Luna's magic, but Luna was a red-ish color now, she was laughing maniacally, she was going to kill him, unless she already had.

"Luna what are you doing!?" Derpy yelled at her, Luna turned towards us, Vlad fell to the ground *thump* Luna then screamed then flew at derpy really fast, I did the only reasonable thing. *BANG* I shot Luna's wing, *thump* she fell to the ground.

I ran over to Vlad, he was just laying there, I checked his pulse, it was there, I sighed, we almost lost an ally, but what happened to Luna? She wasn't the same, something must have done some *grrrr* I looked to my left, one of the mutants was standing there, it was severely cut up, a few knives were sticking out of it.

*BANG BANG BANG* three bullets flew into the head of the mutant, it fell dead. I looked to my left, rarity was standing there with her gun still pointed to it.

"Rarity! It good to see your still OK!" I yelled, but I didn't see the others "where's pinkie and applejack?" I asked, I started walking towards her, I could see she had just finished crying. Something happened.

Rarity let go of her gun and let it fall to the ground, she fell to her knees and started crying. *HELP* I turned around and looked in the direction of derpy, Luna was throwing random punchs at her, then grabbed her with magic and started beating her up.

"NO!" I yelled, then I started running over there, I punched Luna in the head *crack* I accidently broke her jaw, but she just looked at me and laughed, sent let go of derpy and started to heal herself *pop* I heard the jaw pop into place again.

"You die now fool!" She yelled, she grabbed her gun *BANG* I stopped, the world started spinning around me, she just shot me in the stomach.

I was screaming in pain, and rage. I stood up, then I kicked her, *crack* her left leg broke, she staggered a bit *BANG* another shot to the stomach, I couldn't feel the pain.

*crack* I broke the arm that was holding the gin, she dropped it, then headbutted me, I staggered a not then threw myself at her, I tackled her, knocking her off her feet, I started to beat her, she fell unconscious after one minute of my relentless punchs, celestia is going to be pissed when she finds out what I did.

"Riot, what have you done?!" I turned around, rarity was standing there a look of terror on her face, I just grunted, she almost fainted when she saw the blood on my fists.

"She's not dead, just knocked out. Now tell me, what happened when we weren't here?" I asked, anger still clear in my voice, I was pissed, Luna almost killed me, Vlad, and derpy.

"Applejacks dead" rarity said, she was about to cry again. How could such a tough pony like her just die. I decided I would ask later, we stood in silence for a moment.

"I should probably get Vlad up, the mutants will be coming back soon, to make sure noponys left alive here." I said in a calmer voice, my rge was ending and I could feel the pain that the bullets gave me, but I must stay awake, I have to protect them.

"Riot, you need to rest, I'll get Vlad." Derpy said from behind, I just sighed and sat down, I looked up, celestia was walking towards us, twilight followed with rainbow dash and fluttershy. But celestia was carrying something besides her gun.

I couldn't rake the pain anymore, stuff started to get blurry, I had lost to much blood, I passed out from the pain, hopefully celestia wouldn't take her wrath out on me for what I did to Luna.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Shining armor's POV

My squad was wiped out, I was still in the middle of canterlot, I could hear them moving around, but I couldn't see them. I decided I should head for the gate, hopefully there were survivors there.  My squad had managed to take one down, but right as soon as it died another appeared, it showed no mercy as it tore the general to pieces.

I was walking down main street, how did I get here? One second ago I was on the right side of canterlot, then I remembered, I tried to save my squad, but the general said 'you must not die here prince, go now to the gates, celestia is there!' With his dying breath he teleported me.

"Damn it, I could have saved them" I said to myself, since there wasn't another soul around to speak to, I just have to make it o the gates in one piece.

The surroundings were disgusting, corpses lay torn apart all around, some even had a bite mark in the side of them, I could see some that were in half, most likely to have been cut in half by their claws.

*how is he?* I heard a voice, I must be close to the gate by now.

*he's fine, we just need to get the bullets out of him,  give him some blood, and patch him up.* bullets? What's a bullet?

*why did he do this to Luna though?* something happened to Luna! I have to hurry, I started running towards the voices.

"Well, she tryed to kill Vlad, me, and him" wait, Luna tried to kill them?

"Makes sense, thank you derpy" that was celestias voice, I'm almost there.

"Princess are alright?" I said as I turned the corner, celestia had a cut on her head, not to serious though. Celestia looked at me then she smiled

"Its nice to see your alright shining, and yes I'm OK, but, we had some loses." She looked over at applejack who was laying on the ground, her left side was all cut up, she was dead.

I took a second to look around, another dead mutant, thank goodness, princess Luna and pinkie pie were red-ish, that's not normal, and celestia and the others were holding something, now I'm just confused.

"Uh, what are you holding?" I asked celestia, she looked down at it "its a gun" a gun? Never heard of them nor seen them. This day was just getting wierder and wierder.

"I would also like to report to youthat we managed to kill one of them" I said.

"Where's your squad?" She asked me, a look of sadness took my face

"Dead" that was all I could say, everyone gasped, they never heard of ten royal guards dying at the same place before, neither have I.

"I see, but now we are almost defencless, we can't use the elements if one of them are dead. May luck be on our side" celestia said, we all lowered our eyes, she will be remembered.

"We will hold a funeral for her at the crystal empire, she was always a made of her word, so we might as well do the same." I said, I will stick to my word, its what she would want from us.

"He he he" I looked up, someone was standing in the rubble, couldn't get a clear look at her, for it was nighttime still.

"Where'd pinkie and fluttershy go?!" Twilly said, I looked at where fluttershy was standing, she wasn't there, she was watching pinkie so that means.

"I'm going to have soooo much fun! Hopefully this playtoy lasts longer!" Pinkie said, raising an unconscious fluttershy by her hair, things were going to get ugly.

8: kaboom

Pinkie's POV

I couldn't control myself, I killed applejack, and now I'm going to kill fluttershy! I don't want to do this, but I can't stop myself, whatever that gas was, it was powerful.

I could see was happening, shining armor was running towards me, I would gladly let him take me, but for some reason I turned around and started running, I heard myself yell something.

"Flutters is gonna taste really good in my cupcakes!" Why was I yelling this?! Why would I do this to one of my bestest friends! I must stop myself, no matter what the cost! I started to aim at myself, to take back control of my body, hopefully this works.

I tripped, I could feel my legs again! If I can't run the can catch me! "Oh no you don't!" Other me growled, " I'm going to make cupcakes whether you like it or not!" I lost control of the legs. I gotta try again, other me was already up and running again.

I felt my arms, I let go of fluttershy, "STOP GETTING IN THE WAY PINKIE!" I was scared, other me had a deeper voice, it chilled me right to my arm bones. I lost control again, other me picked up fluttershy, and started running again.

We were really far away from canterlot now, shining was still chasing us, he looked tired. I started to take over the legs again "no you don't" I couldn't continue, I could only feel pain in trying, other me did something to me, it like I was unconscious, but I could still see and hear stuff around me.

"GOTCHA!" We stopped moving at once, something had grabbed the legs, then it hit me, shining had caught us with a spell.

I took control if the head, it's the only thing I could take over now, my face turned pink again. "Thank you shining armor, I was scared you weren't going to catch me!" I was starting to cry, shining realized that I was in charge of the head.

"Its OK pinkie, I have you in a spell that won't allow you to- GAAH!" Shining screamed out in pain, then I realized it. Other me had control of the arms and had stabbed shinings leg.

"SHINING! She still has control of my arms and legs!" Shining nodded, understanding that it wasn't me who stabbed him, he pulled the knife out of his leg and out of her hand.

"We gotta get her out of you." I was nodding in agreement, she was a total bitch, and she needed to be removed, as soon as possible.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Applebloom's POV

We were on the train heading for the crystal empire, can't believe I had to leave sis behind, but she said would be OK and that she would come back for me. Its been to much lately, the big monsters that attacked, how I was almost killed by them, and how they had just taken over canterlot in a few hours, I'm lucky I made it out with the other kids.

Scootalo was trying her best to look brave, but wasn't doing a very good job, he always had a look of fear in her eyes, he weeped in her sleep, and would occasionally look over her shoulder to make sure one wasn't there, from the looks of it, she looked terrified.

Sweetie belle was no better, she was constantly crying, her parents didnt make it out, her sister stayed back at canterlot, and one almost claimed her life, had it not been for riot and derpy, they managed to kill it before it hit sweetie belle, but weren't able to save miss cherilee.

Iamond tiara and silver spoon werent in that good a shape, diamond had lost a leg, silver spoon broke her ribs, and they were prepared to be rushed to the hospital, but their survival chances were slim, they would need to be in the hospital as soon as we got there.

I miss twist, one of them had launched a spike right through her head, killing her instantly. A few other students didn't make it either, they were either crushed by building chunks or taken out by the monsters, leaving a bunch of the adults off, they were either mad that their child had died, or they were sadder then an abandoned kitten.

We had a long way to go still, only time will tell if we will be safe or not, hopefully they won't find us there. I closed my eyes, I was tired, most of the other kids were asleep, might as well join em.

~~~~~~~~~~~~~~~~~~~~~~~~

Queens POV

I was on the move, my army had just taken out the place they had fled to, now I could expand! But first, I was going to feast on any fool that had stayed for me, this was going to be marvelous, plenty of food there, a whole place full of corpses, I will grow bigger, and I will grow stronger! Nothing can stop me now!

I was nearing what they thought would protect them, but my corrupters and soldiers had destroyed it in a matter of seconds, leaving a huge amount of rubble in the way, but somethings wrong, one of my corrupters was just sitting there while a bunch of these idiotic creatures just stand there.

I was getting suspicious, I made a silent vibration signal to it, nothing, I tried again, nothing again, then it dawned on me, they had slayed one of my best creations, they will pay for this, try will die slowly by my claws! I charged forward roaring at them, the ground trembled, they looked at me and realized their doom was near.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Celestias POV (a few minutes ago)

Things were bad, one of the element bearers is dead, princess Luna and pinkie were acting differently, shining lost a lot of good men to these things, and canterlot was a ghost town, the eerie silence was too much, I have to say something.

"What are we going to do now?" I looked to my left, derpy had spoken "we can't just sit here and wait to die." Everyone else nodded, we were all thinking the same thing.

"Question is, how are we going to get there?" I said, everyone was mumbling something, probably rambling plans to themselves. "If you have any ideas, tell me, cause we need to go now" I was looking outside the gate, a big one was approaching, it looked confused.

Suddenly it roared, the ground was shaking, a few buildimgs fell down, it was charging straight at us. "That's the one that destroyed ponyville!" Twilight yelled, everyone was running towards the train station.

"LOOK OUT!" Pinkie said, still in shining armors lock spell, I looked back, a boulder twice the size of tom was flying at us, we jut barely dodged it, this was going to be tough.

We were nearing the train station, the big one still in pursuit, I was guessing this one was the queen based on twilights description of it yesterday. The train wasn't there, but no matter, there was still the royal train, wouldnt take long to get it here.

"Distract it, I'll call the royal train" I yelled out, rainbow dash instantly flew back and started flying in its face, it roared out in anger, good it was distracted, should have enough time.

I ran up to the tracks, there was always a secret button here, I pressed it, the rails started to creak, we never used the royal train, it was only meant for emergency's. The rails disconnected in a small area, they split from eachother, a train started rising out of the ground.

*whoosh**splackt* I screamed out in pain, a spike had just flown straight through my stomach, my life was on the line, I started a healing spell, a splitting headache started to form, my head was throbbing in pain, I've never done this big a healing spell, but I can pull through.

*whoosh**taang* I looked to my right, a spike was sticking out of the train, I turned around, it was closer, they were struggling to keep it at bay, but they wouldnt have to do it for much longer, the train was almost ready. *KCHANG* the tracks settled under the train.

"TRAINS READY! LETS GO!" I yelled at them, they immediatly staryed running this way, the queen looked confused for a second, but understood that she had been fooled, another roar shook the ground, catching me off by surprise three more spikes started flying my way, *taang**taang**splackt* I couldn't feel my leg. I fell over, slowly fading in and out of reality.

"PRI...ES...aa you... OK?!...PRINC.......YOU GOTTA.......PRINCESS!" Twilight was trying to see if I was OK, I could hardly hear her, I tried to answer, but I was to weak. I felt a spell lift me up, we were moving, I looked out a window we were passing by, canterlot was fading into the background, I could still hear it roaring, i blacked out.

~~~~~~~~~~~~~~~~~~~~~~~~~~~

Riot's POV

I woke up screaming, i had another nightmare, this one was dreadful. I lookes around, we were on a train? But when did we get on the train? I looked around, it wasnt the normal train, it was laced with gold and a few gems here and there, the floor had a nice red carpet, was this a special train?

"Why you screaming?" I almost jumped, i hadnt moticed that half the trains passengers were looking at me, "did you have another nightmare?" Derpy asked, i nodded "oh"

"When did we get on the train?" I asked, derpy explained everything, while she did i looked around. Applejacks body wasnt in here, but rainbow was holding her stetson, "how long was i out?" I asked, i could tell a lot happened, plus it was the middle of the day.

"Oh, uh, about um, five hours" i just stared at her, it was normal for me to be out for a few hours or so after something like that happened, but five hours? Something happened to me, but i cant remember what, all i remember is seeing celestia walk towards me.

I tried to stand up, pain roared in my stomach, i looked down, it was clear that blood was still pouring out of the bullet wounds, at least there was a bandage there now. "How long has my stomach been bleeding?"

"It would stop everynow and then, but the total amount would be about three hours" three hours?! I have lost a lot of blood, things werent looking good. I loooed around the train again, i saw vlad laying there, still unconcious though, but i could see the rise and fall of his chest.

"I can see that we escaped, at least thats a good thing" derpy just nodded, this was no time for jokes, we lost a good friend today, and many ponys lost their lives. But we can wait till we get to te crystal empire to mourn for the dead! We need more info. I looked around, pinkie's head was still pink, dies that mean shes in control?

"Hey pinkie" i called out, she turned her head towards me.

"Yea?" Ok, its still good old pinkie.

"What does it feel like with the second personality in you?" Pinkie just stared at me, and stared at me, and stared.

"Its, kinda wierd. What i can tell from her is that shes a crazy bitch that will stop at nothing to use my friends as an ingredient in cupcakes. I guess that means shes an evil side of me that will stop at nothing for a cupcake." Ok, dont get gased, thats something to keep in mind.

Everyone else was staring at her, apparently they were shocked, "so, what your saying is that if we get gased, an evil side of us will emerge?" Twilight asked, pinkie nodded with a 'mmmhmmm' which means shes telling the truth, something we're going to need now that applejacks gone.

"Ugh, what happened?" We looked at vlad, he was sitting up while rubbing his head, "did i drink to much again?" I chuckled a little, he gave me a confused look.

"I didnt take you for a drinker vlad, you know, because your in that facility, and im pretty sure you never looked like a drinker." He just stared at me, probably confused beyond belief, "ugh, you didnt drink ok, you were almost choked to death by luna" i was dissapointed, no one was laughing at my attempts to lighten the mood, not even pinkie was laughing, i think i'll stop now.

"Wait, luna almost choked me?" I nodded, "so that mea- is she alright?!" He asked, obviously worried.

"Shes fine, just a little bit of nightmare moon in her right now." I quickly explained, he sighed in relief. I looked out the window, we were nearing a snow plain, we were almost there. We were almost safe again, hopefully.

"Uh, we got a problem!" Fluttershy said, we all looked out the window she was at, my heart stopped, the other train was just sitting there, frozen on the tracks, and we were on a crash course with them!

"We have to stop this train NOW!" I yelled, we started searching for the brakes, then i saw it, the brake could only be accessed by alicorn magic, and both alicorns were down for the count, we were going to kill hundreds of innocent lives, and we could do NOTHING about it.

One hundred meters. Seventy meters. Fifty meters. Twenty meters. Ten meters. "Fuck" *KABOOM* i blacked out again.

~~~~~~~~~~~~~~~~~~~~~~~~~~

Dr. Sheldons POV (ten minutes before the crash)

"Well this is juuuust great! We are trapped here! We are still far away from the crystal empire! And what just to freeze on these damned tracks!" I was outraged, we were supposed to be at the crystal empire by now! Two fillys lives hang in the balance.

"Well im sorry doctor, but i cant do nothing about it" the conductor said "unless your willing to go out there and unfreezed the wheels, then we can get there" i didnt know any fire magic, i only knew minor healing, fuck this day, i was going to propose to my marefriend, only to discover that we had to evacuate, and her life was claimed when she got trampled by the crowd.

"I dont know any fire magic, your a unicorn, why dont you go out there?" He just shook his head, "fine then, ill go make sure those fillys actually have a chance" i started walking towards the car where the children were, i noticed a few nervous looks in the crowd, but other doctors and nurses were doing their best to help them.

I arrived at the fillys, i had grabbed some medical supplys on the way, "excuse me sir" i looked down, a little colt had talked to me, "are you going to help them?" He asked.

"In anyway i can, but why are you so worried about them?" I asked, curiosity killed the cat, but not the doctor.

"Well you see, i kinda have... A crush on silver spoon" he said, his cheeks flushed red, ah young love, a beautiful thing.

"Then i promise you, they will survive" i said, he beamed with happiness, "now then, go back to your parents, im sure their worried about you" he looked around, then he looked back at me.

"I.. I dont have any." He looked down, tears were forming at the edge of his eyes, "they abandoned me, i was only six when this happened, we were going to move to manehatten, but, when i got he from scholl they werent here, i waited for three weeks waiting for them to return for me, they never did." He was crying now

I was about to cry too, i never understood why parents would have their foals then abandon them later on, "dont worry little one, i promise to take care of you" ive always wanted a young colt, adopted or not, i wanted someone to look after, "now lets see what we can go do for them, er, what was your name?" He was wiping away his tears.

"My names james, but my 'friends' called me jimmy for some reason" he was looking happy now, i was happy too, i had someone in my life, i will file the adoption forms at the crystal emoire but that would have to wait, i had two lives to save.

"Come now james, lets see what we can do." He nodded and followed me.

"OH MY CELESTIA! ANOTHER TRAINS COMING!" Someone screamed out, wait, another train? Oh yes, i remember now, that would be the royal train, "wait a second, its, its not slowing down!" He shouted out, oh dear, theres only one way to stop train, and thats alicorn magic, something must have happened to celestia and luna.

"James, we have to save as many lives as we can, start telling your friends to get off the train, and as many others as you can, i'll get those two off then come back to join you." James nodded, he started telling as many ponies as possible to get off the train, i started to push the two fillys out, i made sure they hsd some extra blankets.

I got them to a safe distance, cast a small warmth spell on them, i looked back, james was running towards me with all the others he had told to get off, luckily there was a lot coming off the train. "AAAAAAAAAH!" *KABOOM!* i fell over, the trains had smashed together and created a small explosion, hopefully there wasnt that many casualtys, i was feeling weak, i was exhausted, i cast a warmth spell on myself, and i went to sleep, i could hardly hear the screams, all i know is that im tired and can hardly stand.

~~~~~~~~~~~~~~~~~~~~~~~~

Princess mi amora cadenza's POV (cadence)

I was getting worried, celestia had sent a letter saying that they were evacuating canterlot to the crystal empire, that was fifteen hours ago, they should be here by now. "Flash sentry" i called out, flash came around the corner.

"Yes princess?" He asked

"I want you to take a search party along the tracks to canterlot, if you find anypony, bring them here, but keep searching, make sure you find as many as you can!" I told him, he gave me a salute then headed off to the barracks to gather some men, i looked out the window, he was already on his way with ten other guards.

"I hope their ok" i silently said to myself, i looked out into the snow, smoke was rising in tbe distance, i knew something was wrong, "shining, twilight, luna, celestia, i hope your all ok" i said again, i was worried, after all, there was a bunch of monsters running around equestria.

9: frozen nightmares

Twilight's POV

All i could feel was cold, it was almost as if it was the only thing that existed, but that wasnt true. I opened my eyes, i almost screamed, bon bon was laying in front of me, a huge piece of metal was sticking out of her head, she was cut in half, her organs were laying in the snow, i couldnt take it, i puked.

"Oh bon bon, im so so sorry you had to die like this. I promise that i will always remember you." I said out loud, bon bon was a good friend, somepony that you could look to if you needed help, she would be missed, especially by lyra. I remembered what lyra had told me three weeks ago.

(Flashback)

"Hey twilight!" Lyra yelled out to me as she started running my way, "have you heard yet twilight?" She asjed as she stopped in front of me.

"Heard about what now?" I asked, i hadnt heard any news lately.

"Yes! That means i get to be the one to tell you!" She was really happy about something, i guess i get to learn now. "Hmhmm" she cleared her throat "me and bon bon are getting married!" I almost forgot that lyra and bon bon had been dating.

"WOW! Im so happy for you lyra! Wheres bon bon now?" I asked, i hadnt seen her all day.

"Oh shes back at home trying to find her moms wedding dress" she said, in a very contained but excited tone.

"So where you two going to get married?" I asked

"At canterlot! Its going to be so amazing!" She couldnt help it anymore, she began to hop around like pinkie pie, except not as high or fast.

"In canterlot! Thats amazing! Maybe princess celestia and luna will come to it!" I was getting hyper as well

"Ooooh! That would be AWESOME!" She said, still bouncing

"Whens the wedding?" I asked, dont want to be late.

"In five weeks, just think about it! In five weeks i will be married to bon bon! The mare i love most." She had calmed down and was no longer bouncing "oh, whered this crowd come from?" I looked behind me, sure enough a crowd was there.

Suddenly, they all started to yell, wait a minute, they were yelling 'wake up twilight' then i felt it, the cold. I looked around, i saw a face, it looked familiar, i looked closer, Vlad? Things were getting confusing, the crowd had changed into shadows, they were walking towards me, then one stepped ahead of the others, and spoke in a deep and dark voice.

"Your death awaits, accept it and join us...." Wait, did i, die? No, i couldnt have. I woke with a start, i sat straight up, i looked around, sure enough, bon bons body was still there, did i fall back asleep when i had the flashback?

"You ok twilight?" I screamed a little, then looked to me left, vlad was standing there, he had his gun still, but his uniform that he was wearing was a little burned and torn. I nodded, "ok good, we need to find the others, or else we will freeze to death here.

I got up and started following him, the surroundings werent as prerry as they always were. Blood was in the snow, bodys lay almost everywhere, i could see some familiar faces amongst these bodys. I couldn take the sight, so many dead bodys, and i could see three more friends laying dead in the snow.

"R.I.P vinyl, R.I.P carrot top, R.I.P mrs. Cake" i silently said, they will be remembered, i will make sure of that. We looked around for a while, we found: rainbow dash, shining armor, riot, fluttershy, and rarity, but where was celestia, pinkie, and luna.

"LOOK OUT!" I looked up, vlad was diving for the ground, then i saw it, a dark orb of energy was flying at me, i dived out of the way, my friends were down on the ground before i was. "Its princess luna!" Vlad yelled, then i heard it *VRRRRR* i rolled out of the way, just barely avoiding a chainsaw to the back.

"Im so so so sorry twilight! I cant control the legs or arms!" I could see pinkie standing there, her head was still pink.

"Its ok pinkie, i underst- WOAH!" I just barely avoided another chainsaw swipe, "here let me try thi-" i screamed in pain, while i was avoiding pinkie, i had completly forgotten about luna/nightmare moon, and i paid the price with a shadow orb to the side.

"Twilight, NO!" I looked up, princess celestia was standing on top of the train wreckage, her head was bleeding a little, but she was ok from the looks of it, i dropped to my knees, the pain, oh so much pain. " no twilight, my student, this isnt how you will end!" Celestia had flown right next to me.

Another shadow orb was seconds away from celestia! I did the first thing that came to mind, freeze time. I started the spell, the orb was and inch away from celestias face, i cast it, the orb was pretty much touching celeatis face, the pain stopped, probably cause its stuck where it is, and cant do anything else sinve its 'frozen'.

"I... I did it! I saved celestia!" I yelled out in triumph, i pushed celestia back away from the orb, but when i touched her something happened. "Wh-whats going on?!" I asked, my hands were glowing, i was acreaming in fear, then everything went black.

(1002 years ago, the great war, celestia/twilight's POV)

I was looking at the war map, based on what the messangers told me, i will have to remove camp alpha off the map, her forces were pushing us back, but we must stop her at all costs. My sister has gone to far, 506 lives have been taken, this war was too much, and for what, eternal night! This was just a silly little war.

"Your highness!" I turned around, another messanger pony "i have news about your sisters location!" Good, somepony actually managed to find her, now i can go and ask her to stop this madness.

"Speak" i said, he nodded.

"She is hiding in the mountains, she has carved a huge flat platform there with her magic and her army is camped there." He said, but, why the mountains, this will make it difficult, earth units will take a long time to get up there, and they have the high ground, so they could rain hell on us if we tried to get there.

I nodded "go take a break, you deserve it" i told him, he hesitated, then nodded and went his merry way. "I'll handle my sister" i said to myself, i flew out the window. "Hopefully they dont see me" i kept flying. I was lost deep in thought, i hardly even noticed that i was nearing the mountains.

I shook my head, back to the real world, im almost there, i just need to get in without being noticed. I looked at a tower, a guard was looking right at me "buck" i started flying as fast as i could towards him, he had a look of pure terror on his face, i slowed down, he didnt look that old, "hello" i said as i got into earshot of him.

"P-please, d-dont hurt m-me!" He said, he was trembling in fear, he was to young for war, i will talk to my sister about this for sure.

"Dont worry young one, i am mot here to hurt anypony, whats your name?" I asked, he looked as if he was about to faint.

"M-my name is s-silver wing" he said, i looked at his wings, sure enough, they were silver.

"Why are you in the army? Cause you look a little to young for this) i asked, he just looked at me then looked away, he started crying.

"My parents told me to, they said if i didnt, they would kill me." He kept crying "ive nowhere to go now but here" this was barbaric, i knew luna had followers, but i didnt know they were force their young into this dreadful war. Then an idea popped into my head.

"Actually, you do have one place to go" i said, he gave me a confused look, then he looked at my horn, he gained a terrified look, i was preparing a spell.

"Please dont!" He almost yelled

"Dont worry, when you get there, tell the pegasus there that yoi were sent by celestia, and dont forget to tell him that you will need a room in the castle" this gained a extremly confused face from him.

"Wait, wh-" *poof* i teleported him back to the castle, i made sure he would appear infront of the messanger that told me where luna was. Time to take a disguise. I casted a spell on myself, my horn started to dissapear, my wings got shorter, and i started to get small. I was now fully disguised as that young colt.

"Hey larry! Whats with the wierd lights?" A mare called out, this was going to be a problem.

"Uh, nothing?" I called back, it was quiet for a minute, mayne they didnt buy it?

"Ok, stay out of trouble" she called back, good, they were stupid enough to believe me. I started my way down the tower, there was only one gurd at the bottom, he was asleep. I walked around the camp for a while, then i saw it, a large tent with a moon on top, that is definetly lunas tent. I walked in.

I walked past two guards, they smelt of liqour and wine, they were flat out drunk, "hey *huc* laaarry, hows it *hic* goin?" One guard asked, i looked at him, he had a small grin on his face.

"Yea Larr-larrry! Hows it gooooiin, if its goin good, could you show us, that thiiiiing again?" The second one said, i was confused, what 'thing'

"Oh oh! Yea yea, do the thing with your face again, you *hic* know where you make water come *hic* out of your eyes when we do thisssss!" He poked me with his spear, i stepped back, a little bit of blood was coming out of my arm, i guess they want me to cry? I started crying.

"HAHAHA! Oh good one *hic* laaarrrrry!" They were bellowing with laughter, i just rolled my eyes and walked past them, they had a cruel sense of humour. I walked a little further, it was darker in here, but i saw it, luna was sleeping in a bed, i uncloaked myself.

"Luna" i said, her eyes shot open and she jumped at me, i stepped to the side, she landed on the ground with a *thump*, i giggled a little, "havent you learned anything, your going to have to try harder then that to hit me!" He glared daggers at me, i just stared back.

"What do you want?" She asked, she had stood back up and walked towards me, but kept her distance, "are you here to try to comfort me?" I just kept staring, after three minutes i sighed and began to speak.

"I am here to ask you to stop this madness, i have seen what you have done, you accept young ones into the army. Why are you being so cold hearted?" I saked she just acted like she couldnt hear me, she looked at me, anger glowing in her eyes.

"YOU THINK IM EVIL! I WILL SHOW YOU EVIL!" She cast a shadow orb in my direction, i just barely rolled out of the way, dark magic?! That was illegal in equestria! Where did she learn it? "YOU WILL DIE HERE!" She yelled again, another shadow orb flew at me, it grazed my arm.

I couldnt think of anything else to do, i charged at her, but that was almost a fatal mistake, a shadow orb hit me in the chest, it burns, i backed off, another one was flying my way. "Sister, why have you let yourself fall into such darkness?" I said, then i teleported away

(Present time, twilight's POV)

I fell back, gasping for air, did i just see the old war from celestias mind? No, i couldnt have, she would have to cast a memory spell to do that, maybe, i messed up the time spell? I looked off to the right, pinkie had her chainsaw held above rainbow dash, she would've killed her if i hadnt cast this spell. I walked over to pinkie and took her chainsaw.

"Maybe i can get her out of pinkie?" It was only an idea, but might as well try. I walked over to pinkie, i cast a spell that would allow me to enter her mind. Big mistake, once i was inside pinkies mind, all i saw was ideas, memorys, and private stuff, and all the ideas were evil.

I looked at the first thing i saw, it was a memory of a nightmare, and the nightmare was about pinkie torturing rainbow dash, i puked, hopefully pinkie wont be mad i puked in here. I looked at another one, this was an idea, an evil idea, the idea was about strapping fluttershy to a table, then torturing all of her friends in front of her, i found three more showing the same thing but instead of fluttershy in these ones, it was either me, rainbow, or rarity.

I continued my journey, *screech* i looked up, a smaller version of the one that corrupted pinkie was hanging there looking at me, this must be whats causing pinkie to do this. It jumped down, thats when i realized i didnt have anything to fight it.

"This is not good" i said to myself, i looked around, nothing. After another ten seconds of searching, i saw a chainsaw behind the 'corrupter' which will be its new name, i started running at it. The corrupter reared back in surprise, but still tried to attack me when i got close. I jumped onto its back and dodged the tail, i was infront of the chainsaw "you will pay for doing this to pinkie" i said.

I grabbed the chainsaw and started running it, the corrupter had turned around and was ready to fight, so was i. It launched its left claws at me, i just barely managed to dodge, but i noticed that it destroyed a 'corrupted' thought, perfect, i know how to completly rid of it now, i sliced its front leg with the chainsaw, it screeched in pain.

It jumped at me, i wasnt anricipating this so it knocked me down, but i kept a hold on the chainsaw. It was standing above me, ready to kill me at a moments notice, i acted quick, and plunged the chainsaw into its stomach, it continued to screech in pain. "Wake up" did... Did it just tell me to wake up? "You will die here, unless you wake up" it was speaking?!?! What the fuck is going on?!

*twilight* i heard a diffrent voice *can you hear us?* it sounded like, riot, *twilight, you need to wake up now! We managed to subdue luna, but we cant figure out why you sleeping here! TWILIGHT!* i looked at the corrupter, its had a shadow on its face, its eyes were bleeding, it opened its mouth one nore time to speak.

"Awake, NOW!" Everything strted to explode, i woke with a start gasping for air, i calmed down and looked around, they were giving me a wierd look.

"What?" I asked, they just kept staring, as if something was behind me. I stood up and looked behind me, nothing, i looked back, vlad and riot had started pointing their guns at me. "W-why are you aiming at me?" I asked, i was getting worried. Then i felt it, something had started wrapping around my legs.

"Just keep calm, and we can get it off your legs" vlad said in his heavy accent, i looked down, 2 tails were working their way up, and they were getting close to my knees. "We will do our best to not shoot you, ok twilight" he said, wait. Not shoot me? What did he mean by th- *BANG* i screamed a little, i waant expecting him to shoot, then i felt a lot of pulling at my legs, then i felt dirt run up my legs as i started going down.

"TWILIGHT!" Everypony yelled as i dissapeared into the ground, a rock hit my head and knocked me out. Im going to die.

~~~~~~~~~~~~~~~~~~~~~~~~~~

Derpy's POV

I've been wandering around for an hour now, i havent found my friends, i hope their ok. *TWILIGHT!* i heard some yelling on the other side of the train, just fifty feet in front of me, that must be my friends! I quickly flew over, i saw shining run to a hole "TWILIGHT! NO DAMMIT!" He looked furious.

"Whats going on? What happened?" I asked as i got closer, riot looked at me.

"Twilight, shes gone" he said, a bit of sadness and anger in his voice, "they followed us here, now the crystal empire isnt safe" oh no, their here?! This isnt going to end well, i looked back at shining armor, he was crying now, and muttering 'i failed you' over and over again, he had lost a sister. I walked over to him.

"Dont worry shining, theres still a chance that shes alive" he looked up at me, his eyes were bloodshot. He lowered his head again, after a minute he stood up and looked at us all.

"Im going after twilight, if theres a chance that i can save my sister, i'll take it." We were quiet for a second, then vlad stepped forward.

"Go, save your sister, we will protect the crystal empire." He said in his heavy accent, shining nodded. We gave him some supplys, he said goodbye, then entered the hole, hope he can save twilight. "Alright, now that pinkie is in control of her body, and luna subdued, maybe we should find survivors." Vlad said, riot and i were to check where the two trains collided. Celestia was to watch over her sister, and the rest of the group spread out towards the front of the train.

We walked in silence, *i think i see somepony!* i heard a voice coming from my left, riot had heard it to, we started walking in the direction of the voice. "Well i'll be damned, derpys still alive" i know that voice, thats lyra! I hurried towards her voice.

"Lyra! Where are you? I can hardly see through the smoke" i called out, then i saw a shadow in the smoke, then another, then five, we had found some survivors.

"Whats that your holding derpy?" She asked as her face became visible through the smoke, i looked down at the gun, then back at her.

"Its a gun, and uh who are you?" Riot said as he stepped next to me, lyra quickly introduced herself, so did riot. "Hm, so your a friend of derpy?" He asked, she nodded, "makes sense. Alright, are there any injured here?" He asked.

"Yes, lots of injured, but there are two fillys on the verge of death" she said, oh i hope they survive. But, which two fillys?

"Take us to them, i'll see what i can do" riot said, lyra nodded then started leading us to them. We arrived at two medical tables that were on the train at one point, a wierd orange field was floating around them. "Oh dear, this is bad, but i'll do what i can" he said, he grabbed some medical supplys, lots of gauss and rubbing alcohol. He started his work.

We waited and waited, lyra had told me everything she knew about what happened after the crash, apparently cherry berry and fancy pants had been taken, two more casualtys. "Hey derpy" lyra said "did you see bon bon by any chance?" She asked, i hadnt seen her since ponyville.

"No i havent, but i'll keep my eye out for her" i said, lyra gave me a smile, hopefully nothing bad happened to bon bon. I looked back at riot, he was finishing up his work on diamond tiara and silver spoon.

"Alright, cleaned the wounds out so they wouldnt get infected, managed to stop a lot of bleeding, they should be able to make it" he said, then he started tending to other injured ponys, i looked back at lyra, she looked very concerned.

"Whats wrong lyra?" I asked, i tried to see what she was looking at, i didnt see anything.

"Theres something out there, something small" she said, but what would be out here? Then i saw it, a smal spider like creature started towards us, its legs were made of bones, and those bones were sharp, an dits body was just a small heap of flesh.

I heard screaming all around, i looked to my left, more spider creatures were launching themselves at random ponys. The one that approached us launched itself at us, i quickly aimed my gun *BANG BANG BANG* it flew back from the force of the bullet. I looked to my right, i saw a 'spider' stab all its legs into a pony, it spread its claws inside of her, instantly killing her.

"Where the hell did they come from?!" Riot yelled out, he was hooting as many as he could, there was hundreds of these things, i had only one thought: get the fillys out of here. Im going to need some help.

"Lyra, do you thing you could teleport us and the fillys to the front of the train?" I asked, lyra nodded, "good. EVERY FILLY COME HERE QUICK!" I yelled out, almost instantly all the filly ran at us, i made sure to get diamond and tiara.

"James where are you?!" A doctor was calling out, i saw a young colt trying to get his attention. Lyra was about to cast the teleportation spell, i had to move now. I quickly flew over and grabbed the doctor by his arms, and carried him over to the group. *pop* we teleported away, we were at the front of the train where rarity was talking to some guards.

"Oh! Hello there children" one of the guards said this caught the attention of the rest of them. "When did they get here?" The same guard asked, then rarity and the guards started walking towards us. "What is that thi-" *SCREECH* "AH!" One of the spiders flew out and stabbed into his chest, killing him, the other guards quickly stabbed it with their swords.

"Oh my goodness!" Rarity screamed, fluttershy, pinkie, and rainbow were here in seconds. Fluttershy saw the dead guard, she turned and puked. Pinkies hair deflated, to the flat sad hair of hers. Rainbow just stared, wide eyed.

"W-wheres riot derpy?" Fluttershy asked me, my face grew pale, i had forgotten to grab him. Flutterhy saw how pale i was getting. "I-is he... Is he d-dead?" She asked, fear creeping into her voice.

"No, but hes still nack there with thousands of THESE things" lyra said, picking up the spider with her magic. This made rarity gag when she got a good look at it, its body was literally, just a chunk of flesh. This creature was just disgusting.

The children had dorment looks on their faces, then suddenly, one of them fell over and started having a seizure, we started panicking, except for the doctor i grabbed, "not to worry! I will take care of this, just give him some room" he said, we all backed up, then he flipped over, i almost puked, eight bones were sticking out, then a huge piece of flesh just ripped off, this made me puke.

*BANG BANG BANG BANG* four bullets flew into it, it fell, dead. I looked to the right where the bullets had come from, riot was standing there, cuts all over him. "Hehe, looks like i got here just in time!" He said, i ran over and hugged him.

"Im so glad your ok! Im so sorry for leaving you behind!" I was crying into his shoulder, he started hugging me back.

"You dont have to be sorry, im here and im ok." His words were calm, comforting, and gentle. "Now lets get going to the crystal empire" he said, breaking away from my embrace, i nodded, then we started our journey.

10: lost

Jack's POV

I woke up, i was freezing, all i remember was seeing another train coming. "Wheres the train?" I asked myself, it was nowhere in sight, did i get launched from the train? "How the hell did i survive then?" I got up, pain coursing through my legs, stomach, and arms.

I started walking, nowhere in particular, just in one random direction, hopefully im going the right way. It was really cold, i only had my clothes and armor on, "maybe theres somepony that can lend me some clothes! Highly doubt it, but hopefully" i said out loud, almost yelling, for some reason i was having a hard time hearing myself speak.

My foot connected with something "what the-" *poomf* i fell face first into the snow. I got up and got the snow out of my hair and off my face, i looked at what i had tripped over, i gasped when i saw it, it was a deceased guard that had three places where a chuck of flesh was missing.

"Wonder who this is" i said, i turned him over, "oh dear celestia, its the new recruit. What was his name again?" I had completly forgotten his name, after all, he was only a guard for a week. "Well, his clothes and armor do him no good since hes dead." I said, then i stripped him of all his clothes, his body will now lay in this frozen wasteland forever, in the nude.

When i finished putting on the second layer of clothes and armor, i felt something. I looked at the armor, a custom pocket was made in his armor, and inside was a picture, it was a picture of him with his marefriend, some text was scribbled on the bottom. 'Jimmy, always remember me, for i shall never forget you, you are my one and only love, i will miss you while im in cloudsdale. Forever yours, julie.'

"Poor julie, she doesnt know hes dead, i'll tell her next time i see her." I had met julie before, she was a quiet mare, almost like fluttershy, but a little more talkitive, like pinkie. Better get moving, i'll freeze to death if i stay here, i looked at my fingers, they were turning blue at the top, a deep dark blue, i'll get frostbite on them if i dont put something on them.

I thought of an idea, i ripped some clothe off and wrapped them around my hands, there, they were a little warmer now, i looked to what i guessed to be the south, clouds were forming, a blizzards on its way, have to keep ahead of it. I started walking north, or what i thought was north. Then i realized it, "i forgot to grab his spear!" I yelled, mad that i had to waste time to get it.

I walked back to his body and grabbed the spear, the blizzard was almost upon me, i started running away from it again. I stopped, i thought i heard something, i turned around slowly, a small spider like creature was...looking at me? It didnt have any eyes, but i could tell it was looking at me. *screech* something slammed into my back, it didnt go through the armor, but it hurt.

I quickly turned around to see another one, this time i took a careful look at it. It had eight tiny legs, they looked like they were made of bones. Its body was just a huge chunk of flesh, "so thats why jimmy had three chunks of him missing" i mumbled to myself, it was about to jump again, i quickly jabbed my spear into it. *EEEEGH* i screeched as it died.

I heard lots more sound, i turned around, the one that was staring at me now had hundreds of other spiders behind it, "your fucking with me" i said in dibelief, how had that many appeared in only a few seconds? I did the first thing that came to mind. RUN! I turned around and started sprinting as fast as i could, i could hear them behind me, i turned my head a little, they were falling behind ever so slowly.

I looked forward again, i could see something in the distance, "the crystal empire!" I yelled, my lungs were beginning to burn, i looked behind me, i couldnt see the spiders anymore, better keep going just inca- *SLAM* something big had hit me in the chest, i flew back a few feet. I quickly got back on my feet and looked at what had hit me, my heart stopped.

It was a HUGE one, it looked like the ones that had attacked ponyville, except this one was triple the size, had a bigger tail, but didnt have a spike on it, and its skin looked thicker. This thing was made to destroy, and it will destroy me, and the crystal empire, this was a crusher. Its tail started swinging in my direction, i rolled out of the way *BOOM* the ground shook.

I looked where its tail had landed, it was a few inches into the ground, thats enough force to smash the train. Its tail lifted, a bunch of spiders were crushed, destroyed by one of their own. It started looking around again, it looked right at me, but kept going, it must not have that good of vision, this was its weakness. I have to act quick.

I started sneaking towards it, it looked right at me again, i stopped, it continued to stare, then continued looking around. I started sneaking again, i was next to one of its legs, this was it, time to see if this plan will work. I spread my wings and started to hover a little, it hasnt seen me yet, in fact, it was looking UP! This was going to be eas- *WHOOSH* i looked at its tail, it was a few feet away from me, i quickly flew up, just barely dodging it.

"HOLY SHIT!" I yelled out, i could feel the adrenaline coursing through my veins, i tightened my grip on the spear, this thing has one advantage: faking. Its tail carried on its path, but stopped a few inches from its face, it looked at it in confusion, maybe it was expecting me to be on it? Well! At least it wasnt faking about being half blind.

Its tail started my way again, time seemed to slow down, i was flying towards the tail, but i quickly changed my course. I dodged it, i could feel the air rush past me, i was heading towards its head, it could see me now that i was in range of its vision, it started snarling at me. Time got even slower as i started putting my spear ahead of me, the crusher started opening its mouth.

*SPLACKT* my spear rammed right into the back of the crushers throat, it roared in pain, but it wasnt the only thing that hurts, my arms got cut up when i had the spear in my hands. I was screaming in pain and fury, i was so pumped up, why was i feeling the pain? The crusher started thrashing its head, the spear lost its spot, and it flew out with me.

"Oof" i had the wind knocked out of me when i hit a piece of ice, i quickly looked at the crusher, its tail was making one last attempt to crush me. My doom was coming, twenty feet, fifteen feet, ten feet, five feet. *BOOM* i had shut my eyes in fear, i wasnt dead? How was that possible? I opened my eyes, i could see clouds above me, the blizzard was upon me. I looked to my left, the tail was laying there, a few inches away from me.

"Holy shit" i said, "that was close. Too close" i lay there looking up, snow was falling down at a fast rate! Soon i will be buried unless i get up. The adrenaline started wearing off, pain shot through my body, i looked down, blood covered my arms, i was bleeding a little in the chest area, my right wing had been broken when i landed.

"Gotta... Keep... Going!" I said, i struggled to stand up, my body was telling me no, but my mind had only one thing in mind: get out of here alive. I stood up, i could feel something moving inside me, i mooved my armor and clothes out of the way, i could see something trying to burst out my stomach, i looked at my chest, one of the bottom ribs was missing.

"Well thats just... Great" i said, It was getting hard to breath, maybe my lungs were crushed, maybe the rib cut my lungs! No, no, got to stop thinking like that, or else i will die. I started walking, my spear lay a few feet in front of me, i walked over to it, "this spear... I will always... Keep it" i coughed up some blood, i grabbed the spear and started walking, not sure where i was going, my battle with the crusher jumbled all sense of direction. I was now lost, lost in the snow, not much hope of survival.

11: crystal empire

Rarity's POV

We were on our way to the crystal empire again, we regrouped after another search for survivors, we found thirty, not counting the children. We had been walking for an hour now and my legs were tired from walking for so long, there has to be a quicker way somehow, but if there was we would have been going faster.

"Alright, we can take a break now" the guard named rocky road yelled to us, most of us gladly sat down, some walked around and tended to others. I looked around the group again, the majority of them had some cuts and bruises, the others had big cuts tht we had to tend to.

I looked at the children, most of them had been given some clothing, others said they didnt need it. I looked at sweetie bell and her friends, they just sat there and looked at the ground, hopefully they make it to the crystal empire, cause it looks as if they can hardly carry on.

"Ma'am, are you alright?" I looked at the speaker, it was the other guard tht came looking for us.

"I'm fine" i said in response, he nodded then went to see if any of the children needed anything, he was nicest guard, almost like shining armor. A chill ran down my spine, and it wasnt from the cold, what of shining armor didnt save twilight? What if he was already dead?

I felt something, feels natural, in fact, its natures call. I stood up and walked over to rainbow dash, she looked at me, "whad'ya need?" She asked.

"I came over to tell you that i'll be over there-" i pointed over at a snow pile that was almost as tall as me, "-taking a 'potty' break" i said.

"Ok rarity, but make it fast, it looks like we're about to get going again" rainbow said while pointing tothe front of the group, some had stood up and were getting ready to go again.

"It wont take me long" i said, then i quickly walked over to the snow pile. I rounded the corner of the pile.

"Why hello there" i turned around as quickly as i saw it, Mr. Gunner was taking a pee break as well. "Didnt think anyone else was coming over here" he said from the other sid of the pile, i just laughed a little.

"Same here i said" i said, he laughed a little too, i looked at rainbow, she was laughing with pinkie, obviously they knew he was over here taking a leak, i caught rainbows attention 'dont speak a word of this to anyone' i mouthed to her, she nodded.

'Better make sure he doesnt either' Rainbow mouthed back, i nodded, i dont want this spreading around, it would make me look, well, un-lady like. *ZIP* i heard him zip his pants back up, he was obviously done.

"Make sure your pee doesnt freeze, it wouldnt feel that nice" he said as he came around the corner.

"And i wanted to know that because?" I asked him before he could walk off.

"Some of mine froze and, well, its not that comfortable" he said with a sheepish smile, his cheeks were a little red.

"Oh, uh, good luck with it?" I said, i was having a hard time not vommiting from this, why were we talking about frozen pee? He shrugged then walked over to where derpy was, he always looked at her in a caring way. I walked around the corner of the snow pile, i looked at the huge yellow spot, "I'm not going there" i said out loud to myself.

(SKIPPING THE REST OF THE PEE SCENE)

We were moving again, this time a little faster, in hopes of getting there before nightfall. It was getting colder by the minute, I could see the looks in some of the others eyes, and their eyes showed no hope, no hope that we would survive. But some others had hope shining off of them, they kept us moving, in hopes that everyone will survive.

*poof* i heard someone fall into the snow just behind me, fluttershy looked back, she gasped. I looked back at who fell, i almost fainted, Big Macintosh was laying in the snow, unmoving. Fluttershy walked over to Big Mac's side, she fell on her knees then started crying, quietly asking 'when will this end?' I couldnt bear to look anymore, i looked forward again, a few were still going, a few stopped and came to Big Mac's body.

"Now i've lost a sister and a brother" Applebloom said, she was standing by her brothers corpse, she wasnt even crying, he just had a defeated look on her face, no hope in her eyes, her yellow fingers were now blue. She looked like she was already dead. She turned around and started walking forward. Leaving her brothers body in the snow.

I was about to call her back, but stopped myself, she probably needs some time to herself. I looked back at fluttershy, her tears were freezing on her face, but she she stopped crying, stood up, and started walkimg forward again. The others that were there had dug a hole for him, they lifted his body and put him in it, then buried his body.

I stayed for another minute, then turned and started walking again. *boom* i heard something in the distance, i looked in the direction i believed the sound came from, i could see a blizzard in the distance. I started walking towards it, i dont know why i was, but something inside told me to. I kept walking, i haven't heard anything else since i first heard it, and i was almost to the blizzard.

*BOOM* i heard it again, much louder this time, and the ground shook a little. I waited in silence, whatever was making the noise, it was big. Another minute passed, and another, and another. Maybe its not there anymore? I turned and started walking away, *HOLY SHIT* i turned around and looked into the blizzard, someone was in there!

I started running inside the blizzard, i could hardly see, but i was trusting my instincts on where to go. I stopped, i heard a bunch of noises, the sounds of something dying filled my ears, *BOOM* one final shake to the ground, the thing that was making the noise, must be dead. I continued, i saw something big laying in the snow, i got closer, i almost screamed, it was a huge one, bigger then the others i've seen. I saw something move on the other side of it.

I started walking around it, keeping an eye on the figure on the other side. I got closer, i could see that he was wearing standard pegasus guard armor, i took a closer look, i gasped when i saw who it was. It was Jack. I was about to call out to him, but stopped, i looked at his stomach, something was sticking out, but not through his skin, he must be in a lot of pain. He turned away from me and started walking, where was he going?

I climbed over the creatures tail and started following him, doing my best to remember which way the tracks were. I followed him for ten minutes, keeping an eye on him, making sure i didnt lose him. Then he stopped, i stopped to, then he turned around and raised his spear and started yelling! I covered my face in fear, i waited, and waited, nothing happened. "You could've called out to me, to let me know you were following me" he said.

I removed my arms away from my face, i looked at him, he held his spear to his side, "sorry" i said, he continued to stare at me.

"Where in the hell did you come from?" He asked, i was about to answer, then he stopped me, "dont even bother, do you know where the train is? I got launched from it and i SAW the crystal empire, then this damned blizzard caught up to me while i fought that crusher back there" he explained, makes sense on why he was out here.

"Well, you see, me and you are a few miles away from it" i said, he just stared at me, with a little bit of worry.

"What happened after it crashed? Were there any survivors besides me and you?" He asked.

"There was a lot of survivors, and they are following the tracks to the crystal empire" i said, he gave a sigh of relief, the he looked me in the eyes.

"Where are the tracks?" He asked.

"That way, i think-" i said pointing to my right, "-i was trying my best to remember where they where when i entered the blizzard" i said, he was looking in the direction i was pointing.

"Do you know the teleportation spell?" He asked "it would save us some time on getting to the tracks" i remembered Twilight's lessons on teleportation, she invited me to watch a few.

"I know a little" i said, he nodded.

"Alright, teleport us to whatever you remember of the tracks" he said, i remembered on spot in particular.

"Ok, remember you have to hold my hand or else you won't teleport with me" i said, then i held out my hand. He reached out to it, then hesitated.

"Does it hurt?" He asked.

"Just a little" i said, then he grabbed my hand. I started the spell, my horn glowing its blue glow. *poof* we teleported to the snow mound, the yellow spots still there. I felt dizzy. Extremely dizzy. I looked around, Jack was standing next to me, his hair a little burned.

"Are you ok? You dont look so good" he said, i tryed nodding my head, but i fell over instead. I looked up, he was picking me up, then he started walking to the tracks. He was going to carry me there, he was very determined on getting me, and him, there alive. I passed out.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Rainbow's POV

We have been walking for hours, two more fell dead, things were getting bad. I looked around, for some reason it felt as if someone was missing, but who? I made my way to Pinkie, maybe she knows. I was walking beside her, her hair was flat, "hey Pinkie, do you have the feeling that someones missing?" I asked, she turned her head towards me.

"I do, but i dont know who, do you know?" She asked, i looked around again.

"No, i thought you would know" i said.

"Well...maybe Fluttershy knows." She said, i looked around, fluttershy was a few feet away from us, i quickly said thank you to Pinkie, then i started on my way over to Fluttershy. As i got close she turned her head towards me.

"Yes rainbow?" She asked, she sounded a little annoyed, but i blew it off as nothing.

"Do you feel as if someones missing?" I realized my mistake to late, she was about to cry, she knew of three that were missing, all buried behind us. "Im sorry Fluttershy, i didnt mean to make you sad" i quickly apologized, she nodded.

"I-its ok, you just werent thinking" she said, her voice was sounding more annoyed everytime she spoke, something was wrong with her. "Go ask Rarity, she might know" i looked around, again, and again, and again.

"Uh, do you know where she is?" I asked, fluttershyade an annoyed sound, then looked around, again, and again. She looked at me, her eyes were wide.

"I dont know" she said, her voice was full of fear, then it hit me. Rarity wasnt with the group anymore. I looked back at the way we came from, did she fall dead and no one noticed? I looked at Fluttershy, she seemed to be reading my mind. "No, dont go out there alone, you'll die!" She said, i looked back again, i have to go back.

"Dont worry, i'll just check for a while, then i'll come back" i said, without waiting for an answer i took off, going back in search of rarity. My wings were frozen to my back, so flying wasnt an option, if anything happens, i'll have to be fast. I continued on, i warmed up a bit, constant movement will be my key to survival, if i stop for to long, i will die.

I looked around, everything looked the same, white, flat, nothing. I kept on the tracks, if i wander off, i probably wont see scootaloo again. A felt a pang of guilt, i had forgotten about scootaloo and left her with the group, not telling her where im going.

I snapped my attention back to reality, it was getting darker, i looked up. A blizzard was beginning to form, if i dont hurry, chances are i'll never find Rarity. I went a little faster, hardly paying attention to my surroundings, i didnt even notice that i stomped on a spider. I didnt have enough time to pay attention, it was all about time now.

I was running faster then before, i dont want to lose another friend, AJ was too much, i am still getting over it. I wasnt paying attention at all, i was running, but there was something i was about to run into. "LOOK OUT!" I shook my head then looked up, there was someone in the way. Too late. I smashed right into him.

It took a second for everything to look normal again, then i looked at who i crashed into. I recognized who it was, it was Jack, the guard thats been on duty for three years, and almost arrested Riot. I saw another figure in the snow next to him, it was Rarity. I got up as fast as i could.

"Rarity, are you alright?" I asked when i got to her side, she wasn't moving, i was starting to freak out. I started to cry a little, "Rarity? Rarity! Answer me please! RARITY?!" I was crying alot by now, the tears flowing down my face. Some freezing on my cheeks.

"Calm. The fuck. Down. Shes just asleep." Jack said from behind, I looked at her a little longer, then i noticed the rise and fall of her chest. I sighed in relief, then i looked over at him.

"I thought she was d-dead" i said, he looked at me and was about to say something. He shut his mouth as quickly as he opened it and looked to his right. I was curious as to what he was looking at, I was about to turn my head, but stopped myself when I heard something shuffle around in the snow behind me.

"Dont, move, a, muscle" Jack wispered to me, I just looked at him, fear started to take hold. 'Just give me a second to think of a plan' he mouthed to me, I almost nodded, but stopped so i wouldnt attract attention from whatever was behind me. I felt something in my hair, I almost screamed, then a claw came into view at my right. It kept going for a few more inches then stopped, then it started back towards my face.

It was a few inches away from my face, then it stopped, what the hell was it doing? I looked out of the corner of my eye, Rarity was waking up, andshe had no idea about the mutant behind me. Her eyes grew wide, and then she screamed, then it was upon her.

I quickly got away from the spot and turned around, i reached for my gun. I couldnt feel it, then i remembered that i lost it when the traims crashed. I did the next thing that came to mind, take it down the old fashioned way. I ran at the mutant that was now above Rarity, ready to take her out, i tackled it. I managed to get it away from Rarity, but my triumph was short lived, i was launched through the air, i felt the ice on my wings break.

"Your going down, shithead" I said to myself as i spread my wings, they were a little sore from the ice, but i could live with the pain. I turned back around mid air, I got a good look at it. It was just a little bigger then the workers, it had a thin tail with a long sharp spike at the end, it looked as if it was wearing armor. I saw jack rush it with his spear, but it moved at lightning speeds and sent him flying. He just barely caught himself before he hit the ground, but, wheres Rarity?

I looked around, no sign of her, I looked back at the mutant, nowhere near it. I was about to continue looking for Rarity, but then the mutant started heading my way, i flew a little higher. It launched a spike at me, i flew to my right, easy enough to dodge, then another came, i went to avoid it but the wind carried it in my direction. I screamed as i felt it smash through my leg.

I flew higher, ignoring the pain in my leg. Another spike was heading my way, based on the wind and its angle, it was heading for my head. I let myself start falling, the spike missed me by a few inches. This thing was smart, it might even be as smart as twilight! If i am to defeat this thing, then i must go faster then its thoughts. Then i had a great idea, the only thing it wouldnt expect me to do.

I started flying up as fast as i could, i looked back down at the mutant, its head was cocked to the side in confusion. Perfect, it has no idea what im doing. I turned my attention back to the skys above me, i could see the blizzard in the corner of my eye, it was close. I heard screaming coming my way from below, i looked down.

"RARITY!" I yelled out, Rarity was flying through the air towards me, spinning out of control. I quickly flew towards her, I was almost to her. *CRACK* i felt nothing but pain, i was screaming but i couldnt hear it. I wasnt cold, i wasnt warm, i felt as if nothing existed.

I caught Rarity as best i could as we were falling, her face said it all. "Oh m-my, Rainbow are you OK?!?!" She yelled at me, i looked at my chest. There was a big spike in it, wait, the fighter we are against doesn't have big spikes.

I looked down, my heart sank deeper then it was with the spike and ribs forcing it down. There was a BUNCH of them there. Crushers, Fighters, Corrupters, workers, surfaced nappers, and one in particular stood lut from the rest. A Queen.

I spread my wings to slow the fall, it hardly did anything. I looked at Rarity, her face was a face of pure terror. This was a full scale invasion on our last hiding place. Rarity looked at me.

"Rainbow, w-what are going to do?" She asked, her voice a little shaky. I looked around for Jack, he was really far away from us and the mutants, he was on his way to warn everyone.

I looked Rarity dead in the eyes, "you gotta get *cough cough*-" i coughed up some blood "-to th-the empire a-and help *cough* e-e-evacuate the empire" i said, gasping for breath a little, guess the spike collapsed a lung.

She looked at me, then the upcoming ground, then back to me. "What about you?" He asked, her eyes getting a little wide, i flapped my wings a few times, we slowed down to a slow stop on the ground.

"I'll buy you some time" i said, her eyes grew extremely wide when she saw me look at the sky, a grin growing on my face.

"R-rainbow! That will rip you to pieces in the state your in! You'll die!" She said, she was crying, tears were pouring out, like the dam break ten years ago.

"Then i'll die doing what i love" i said, then lifted off the ground before i could hear her response, i was going up faster then ever before. I looked down, Rarity was looking up at me, then with a flash of light she dissapeared.

I continued up, i was almost to the clouds. I looked down at where Jack was, he was farther then before. Then Rarity appeared next to him and grabbed him, dissapearing again in another flash of light. They were going to make it.

I was one hundred feet above the clouds, the mutants looked like a bunch of ants from here. I took a second to look around, it was so, peacful up here. I took a deep breath, then started my decent. I felt all my feathers, all my bones in my wings, i also felt great pain from my chdst and leg.

Seventy feet. I remembered my family, my friends. Fifty feet. A cone was forming around me, i also felt my leg rip off, i gritted my teeth in pain. Twenty feet. I remembered everything great in my life. Ten feet. Five feet. Time slowed as i heard an earth shattering bang happen around me.

Then everything went dark. The last thing i remembered was a rainbow.

~~~~~~~~~~~~~~~~~~~~~~~~~~~

(One minute earlier) Cadence's POV

I was walking in circles in the throne room, i was worried about my husband, i was worried about luna and celestia, i was worried about my friends, i was worried about everyone. I heard the doors open.

"Princess Cadence! A group of survivors have just arrived in the city!" I looked over at him, he looked exhausted.

"Where did they come from?" I asked, hoping to hear either canterlot or ponyville.

"Well, they are a mix of ponyville and canterlot citizens" he said, i sighed in relief. I jumped as a flash of white light filled the room, i covered my eyes.

"Princess Cadance! We have come with a warning!" I recognized the voice, it was Twilight's friend Rarity. "There is an arm-" *BOOOM!!!* the whole room shook, i looked out the window. There was a huge rainbow wave heading our way.

Rarity looked out the window, then lowered her head. I know somethings wrong when someone looks like this. Someone just died out there.

"Goodbye Rainbow Dash. Thanks for all you've done" she said, we were quiet for a few minutes. I looked at the guard who brought me the news of survivors, he nodded then walked out.

"I take it she was doing one last thing that was needed then." I said, my voice was quiet and sad, she looked at me, her eyes were flooded with tears.

She gulped then said "she was buying us some time" i looked at her, concern in my eyes.

"W-why would she need to do that?!" I asked, curiosity and fear in my voice. We stood in silence, Rarity wiped away her tears.

"Theres an army of mutants on the way" she said, her head drooping down, "they followed the trains" she said. My heart sank, my citizens and the remainder of canterlot and ponyville, were in eminate danger.

I looked up and walked to the door, i exited. I started on my way to the barracks, i looked behind me to see Rarity following me. I walked through the barracks door. "Guards!" I called out, they all snapped to attention.

"YES MA'AM!" They all yelled in unison.

"We are about to be attacked by the mutants that destroyed canterlot and ponyville" i said, fear appearing on some of their faces, "Miss Rarity here can tell you as much as he knows about them. Apparently from celestia's message yesterday, she has fought them" i said, Rarity gave me a nod. She proceeded to tell the guards all she knew, she even spoke of these new weapons that are called 'guns'.

While Rarity was giving the guards the info they would need, i flew out the window and up to the top of the castle. I focused all my magic into the spell we would need. The magic shield spell. I felt a headache begin in my head, then i opened my eyes, a blue shield started rising, it eventually covered the entire city.

We would be prepared for this invasion, and if we were to die here, then we were going to die fighting.

12: No hope

Shining Armor's POV

I've been crawling through this tunnel for hours, the others are probably at the empire. I saw a light ahead, wouldn't be long before I could walk again. I heard something walk over head a few hours ago, and whatever it was, it sounded big.

I was at the opening now, a few roots were in the way, but they didn't take long to clear. I stood up, i was in a large cavern, a crack in the roof let some light in, but not much. I looked around, no sign of life, just the way i need it. I crouched down and started going through the room.

I saw another room not to far away, but there was a shadow in the way. 'That must be an important room if it's guarded by one of them' I wispered to myself, i continued on my way. I peeked around the corner, sure enough, one was there, guarding the room. I looked around, I saw a rock. 'Perfect'

I picked up the rock and threw it across the room I was in, it hit another rock and make a *CLAK* sound. The worker rushed into my room to see what was going on, it didn't notice me and kept going. 'These ones are stupid!' I thought, then i snuck past it into the next room.

The room smelled of death, dead bodies lay everywhere. I covered my nose, the stench was strong, really strong. I continued on my quest, I heard the worker coming back. I quickly climbed into a pile of dead animals, I gagged when a little blood got into my mouth.

I looked out of the pile, the worker was looking around, then it laid down. I climbed out on the other side of the pile, to avoid being seen. I walked past a few more piles, searching for any sign of Twilight. I looked to my left, there was another tunnel, it was glowing green. 'What the hell?'

I made my way over to it, I had to go through a few piles to avoid being caught, i was now covered n blood and some skin. 'I look like a walking corpse!' I thought to myself, it could be a good disguise, all i would have to do is play dead! I walked a few more feet to the tunnels entrance, it smelled......like chocolate?

I climbed into the tunnel, this one was bigger then the one i was in before. 'Maybe this is a tunnel that their ruler takes' i continued. After a minute or two, i emerged into a very large room, and in the middle was a giant skin sack of green liquid. The chocolate smell was strong.

"NO! NOT LIKE THIS! NOT LIKE THIIIIIS!" Someone was screaming on the other side of the room, i looked in the direction it came from. A red unicorn was pinned to the wall by four spikes, he was thrashing around in an attempt to escape, but to no avail. I started going towards him, keeping to the shadows.

I was almost to him before a giant needle like object flew into his chest. I stared in horror as the green liquid was pumped into him, it started oozing out his eyes and mouth. "Holy shit" that's all i could say at the moment, his body started melting into the green goop, then he melted into a little dug out area. The liquid stayed still for a few seconds, then something started coming out of it. A new worker was born.

I puked, this was a cruel way of creating something. I looked around, more bodies lined the walls, all pinned to the wall to await death. I couldn't leave them for death, so i decided to free them from this terrible place. The first one i came to was a red mare with long blue hair. "Hey! Wake up!" I called to her quietly, her eyes fluttered open.

She looked around her, and her eyes grew wide. I quickly put my hand over her mouth, her scream was muffled. "Shhh! They don't know I'm here!" I hissed at her, she instantly looked at me, she nodded her head when she saw my armor. I removed my hand.

"Who are you?" She asked, her voice a little shaky. I looked into her purple eyes.

"I'm Captain Shining Armor, leader of the Royal Guard" I said.

"W-what are you doing here? Shouldn't you be guarding the princess?" She asked me.

"I'm here in search of my sister" I said "and the princess' should be in the crystal empire by now."

"Oh" was all she could say, i finished getting her down, it took her a second to get used to the pain, but she was walking in a few minutes. "So wheres the exit?" She asked, obviously she wants to get out of here.

"It's guarded by a worker, but i was hoping you could help me free the rest" I said, she stood there staring at me, she looked around, then stared at the floor.

She looked up at me, "yes i will help you" she said, then she walked over to a unicorn that was pinned up, she was about to wake him up.

I quickly walked over and stopped her, "make sure they dont scream or else we will die" I said, she nodded her head and continued with her work. I walked to the next body, it was a filly, purple fur, her mane was pink, she had a huge cut across her forehead. I removed the spikes and set her down on the ground, I checked for a pulse, I hung my head when I felt no pulse.

'Damn it!' I closed her eyes and continued with the job at hand. I came to a pegasus, his fur was light blue, his mane was blue and light blue, he was wearing a Wonder Bolts uniform. My eyes grew wide when I recognized him. "Soarin?!" I said out loud, luckily it wasn't to loud.

Soarin's eyes started to open, I got ready to cover his mouth, just in case he was going to scream. His eyes were open, he was looking around in confusion, he looked me in the eyes, we stayed like that for a minute. "Alright, this is the wierdest dream i have ever had" he said.

I looked at him in confusion, did he really think this was a dream? "Where were you last?" I asked, he thought for a moment while i got him down.

"In Manehatten with the rest of the team, Spitfire said the performance was perfect, so she took us to a bar and I can't remember how much we had" he said as i got him down, he looked around and sniffed, "smells like chocolate. I like chocolate"

"You can't be serious" I said, he just looked at me.

"Well, yea I'm serious, I like chocolate" he said again, what could I do to get him to notice that it's not a dream? Then I thought of a plan, i raised my hand and brought it down. *SMACK*

He stumbled then looked at me, anger filled his eyes, "What the hell man?!" He said, he said it a little to loud, i heard something big heading towards us.

"Shit, we gotta go, NOW!" I yelled out, Soarin looked around and realized it wasn't a dream. He started looking around, searching for something.

"We need to find the rest of the wonderbolts!" He yelled, I looked at him in confusion, "if we do, then we can free more of them!" He yelled again, then he flew off to another part of the room. I looked around, I saw Twilight on the far wall.

I ran as fast as I could, I looked at the green sack, the needle was coming out again. I looked at where it was aiming, my eyes grew wide. Everything went in slow motion as i grabbed the gun that twilight dropped, the needle was starting to move forward. I aimed the gun at the needle and pulled the trigger.

*BANG BANG BANG*

The needle stopped in it's tracks, and turned around. "Shit" I started running as it gave chase, i looked back, it was gaining on me. "Shit shit SHIT!" I started getting tired, I looked back again. It was right there. I quickly turned around and grabbed it, it pushed me back as it tried to spear my stomach.

I kept it at bay, i pushed with all my strength, but to no avail, it wasn't moving back anytime soon. 'Alright, that didn't work, what do I do now?' I thought, then my attention turned to the gun, it's strap broke and it had fallen underneath the needle. "This better work" I told myself.

I pushed the needle to my left and let it go, it flew past me and smashed into the ground. I ran to the gun and picked it up, I turned my head and saw it flying at my head. I quickly moved my head to the right, it missed me by a few inches. When I was a few feet away from it, I opened fire.

It made sounds of pain as I shot it, I kept shooting in for a few more seconds before the clip ran dry. The needle was hanging by a few pieces of flesh, it retreated into the sack. Glad that the needles was taken care of, I ran back over to Twilight. She was awake now because of the gun shots, same with all the others in the room.

"BBBFF! I knew you would come for me!" She said as I got closer to her, I started getting her down. "SHINING LOOK OUT!" She yelled in my ear, I looked behind me, the needle was a few inches away from my face, time seemed to stop.

I thought about my life, I thought about my family, I thought about my friends. I regretted certain things, I remembered the good, and bad. I remembered my first kiss, I remembered my wedding, I remembered everything in the split second I had. Everything went black as the needle made contact with my head.

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Twilight's POV

I watched in horror as my brother's head was smashed, his body was melted away by the green liquid. I couldn't hold back the tears, I was crying, I watched as another mutant came from the spot his body was at. I felt someone take the spike out of my arm and legs, I fell to the ground, I couldn't stop crying.

"Are you OK?" I heard a mares voice, but I didn't look at her. I felt someone pick me up and carry me away, my vision was blurry from my tears. I wiped away my tears, only to have my face covered in my own blood. I also wiped the blood away, I couldn't see the green sack anymore, we must be in a different room.

I looked around, there were fifteen others around me, hiding behind piles of dead animals. I noticed a red mare looking down at me, "what do we do now?" I asked, she looked at my eyes.

"We get out of here, that's what we do" She said, she then proceeded to hide behind another pile, the others shifted their position. *THUMP THUMP THUMP* Something was making very loud footsteps, I looked behind me. I saw the mutant that had attacked Ponyville, I recognized it as the Master Queen of the mutants.

It didn't see me as it went through the tunnel to the breeding room, the room where my brother died trying to save me. I looked back at where the others hid, they all crept out slowly. I noticed half of the Wonderbolts were here, including Spitfire and Soarin.

I found the mare that carried me out, "who are you exactly?" I asked, she looked at me.

"My name is Shimmering Jewel, and your name is?" Shimmering asked.

"My name is Twilight Sparkle" I said, she had a look of sadness in her eyes.

"Was that your brother?" She asked, I held back a few tears and nodded my head. "I'm sorry to hear that" she said. I looked at the ground for a few more seconds before looking up.

"So who knows how to get out of here?" I asked, they all started looking at each other, then Jewel gave me another sad look.

"Your brother knew the way out" she said, I let out a sigh of defeat, "but I think I know where it is" she said, this gave me a little hope of escape.

"Where?" I asked, she pointed behind a pile. I walked over and looked around it, my heart skipped a beat. A worker was sitting right in the way. I backed up a few steps, I thought for a second, then I had an idea.

"Cover me" I said to them, then I quickly ran out from the pile and summoned a spear with my magic. I ran at the mutant, it was looking at me, preparing to launch a spike at me. The spike flew out of its tail and at me, but I deflected it with my spear. I was a few feet away from the mutant before I jumped at it.

I prepared to smash my spear into it's head, time slowed down. I could see another spike pop out of the tail, it's mouth was open, ready to bite me. I closed my eyes as I brought my spear down. I opened my eyes, the mutant was laying limp on the ground, un-moving.

I looked back at the others, they were heading for the tunnel. Jewel ran up to me, "were you trying to get yourself killed?!" She asked.

"I've had experience with them before" I said, plain and simple. She stared at me for another second before going into the tunnel, I followed her. We were in another room, a tunnel was on the far wall of the room. "Theres the exit!" I said pointing at the ceiling, there was a crack there.

"Why not try the tunnel?" Jewel asked, I thought over it for a second.

"You got a point, after all, we all can't reach it" I said, we walked over to the tunnel, we couldn't see the end. The others started crawling into it, I waited till they were all in. I took a few deep breaths, then entered the tunnel myself.

13: Fall of the empire

Cadence's POV

Hell was upon us, the mutants were almost to the shields, and we had no where to run. "We only have a little bit of time left, we must do what we can for the civiliens!" I yelled out, all the guards, fifty in total yelled battlecrys as they heard my words.

"If we die today, then we will go down with a fight!" I yelled again, they repeated their battlecrys.

"Uh hello?" I turned my head to the right, a scientist was standing there.

"Yes?" I asked.

"Um, we got some weapons for the guards" he said, he stepped out of the way. Two scientists pushed a big metal crate into the room. They took the lid off to reveal a lot of guns. All the guards were trying to get a good look from their spots.

"Alright, form some lines, unicorns here, earth ponys here, and pegasi here" the scientist said, the giards went to their lines. The scientists started handing out guns, but they also handed a few diffrent things to each line. "Alright, unicorns, the spell we gave you is an ammunition spell, it will replenish your ammo. Earth ponys, we gave you 'grenades', pull the pin and throw it, it will explode a few seconds later so don't hold it after you hold the pin! And pegasi, we gave you 'bombs', these ones aren't the ones you would see in a mine, strap them somewhere on you and when your above you enemies, drop them, they will explode on contact." He explained.

"So, how do we use these 'guns'?" A guard asked.

"Well, pull the trigger and it will shoot, as long as you've got ammo, and if you run out of ammo, ask a unicorn to conjure you some more" he said, then the guards found a little area to practise. They shot cans, bottles, and even an apple or two. By the time they got the hang of it, the mutants reached the shield.

"They're at the barrier! TO ARMS!" I shouted out, they all yelled their battlecrys and started to exit to the city. I walked over to the crate and grabbed me a bomb, grenade, an ammunition spell, and a gun.

"What are you doing?" Rarity asked from behind, i turned around and looked at her.

"Going out to fight" I said as I strapped the bomb to my side.

"But what happens if you die?" She asked, I looked her in the eyes.

"Then I will go down with my guards" I said, I turned around and started walking to the door, not giving her a chance to reply. Once i was outside of the room, I started jogging so I would catch up with my men. I stepped outside, I looked up to see Celestia maintaining the shield. I took flight and flew towards the army of mutants.

I joined the pegasi in the clouds, they gave me a few confused looks, but I ignored it. I could see ripples in the shields, signifying that they were attacking it, but, it seemed as if there wasn't that many. I heard screaming from below, I looked down, a new fear ran through me

Mutants had dug underneath the shield and were ripping the ground forces to pieces. I saw a grenade explode, killing the mutant that was next to it. I started shooting my gun, hitting a few targets. The mutants started launching spikes at us, I saw a pegasi fall down after a spike impaled his stomach. He was ripped to pieces when his bomb went off.

I continued shooting, a few tears rolling down my cheeks. My eyes widened when a crusher jumped up, almost reaching the clouds, but it's tail was able to. "HOLY SH-" a explosion shook the air as he blew up, killing the crusher in the process. I looked down, a fighter was launching itself at me, I quickly grabbed the bomb and dropped it.

The fighter exploded into a mist of red, it's guts and limbs falling back down to the ground. I held back the puke, trying to not show any kind of weakness. The mutants were targeting me now, I retreated to the citys edge, just inside of town. I saw how many wounded were here.

Guards were bloodied up, some missing an arm. They looked defeated, but kept a hold on hope. There were only five in the air, including me. I looked back to see the mutants advancing, ready to wipe us out. "Princess!" I looked down, Riot was standing there, he was waering three layers of royal armor.

"What is it?" I asked, he saw that I was in a hurry.

"I've got a plan" he said, Vlad, Rarity, Fluttershy, Pinkie Pie, Derpy, and a few guards walked up behind him.

"What is this plan of yours?" I asked, curious to see what it was.

"Fluttershy here got the most important part to this plan, and she wants to be the one to introduce her" he said.

"What do you mean by 'her'?" I asked, Fluttershy stepped forward.

"I was on the other side of town when I met her" she said, her shy nature gone, "her name is Makvamdu" she said, she turned around and waved her arm in a 'come here' motion. A mutant walked forward, it had a short tail, her head was a little bigger then the other mutants.

"Hello" Makvamdu said, I was caught off guard, did it really talk? My mouth open and closed several times as I tried to form words, but nothing came out.

"Alright, so the plan is that we take them from behind, Makvamdu is telepatheticaly connected to the other mutants, so whe can tell us what they are going to do, and where they are going to." Riot said, It took me a second to register the plan.

"And how will she tell us exactly?" I asked, I swear I saw a grin form on Mak's face.

"I will will connect myself to you all telepatheticaly" she said, confusion flooded my face.

"And by that she will put a piece of her brain in ours" Pinkie said, my face grew a shade of white.

"H-how will s-she do this?" I asked, they looked at Mak, anticipating an answer.

"Like this" she said, she stabbed her tail into her head, I turned and puked. When I looked back, she had a piece of her brain on it. The piece melted and fell to the ground, and I almost screamed when a little bit started crawling up my leg. I felt it crawl up the side of my head, I puked again when I felt it go down my ear.

"Holy shit that hurts" Vlad said in his heavy accent, my ear started hurting a little.

"But at least we can read eachothers thoughts now" Mak said, her mouth unmoving.

"Coool, I wanna test it real quick!" Riot said with his mouth, then all the sudden I saw a very, naughty, picture of Derpy in my mind. A blush could be seen on Derpys face. *SMACK* "guess it works" he said, a red hand print on his face.

"Alright, let's get this plan underway" I said through telepathy, the others nodded.

"Hold up, we also need you to take a little up to Celestia, then we can signal her for a sun strike" Mak said, another piece sitting on my shoulder.

"Right" I said, I started flying up. I looked down to see them walking into position, and the mutants were almost upon them. I got close to Celestia, the piece leaped off of me and onto Celestia. Her eyes grew wide as she felt it enter her mind.

She looked down at me, "yes?" She asked, I decided to tell her and the others.

"We are all linked up Riot, now what?" I said, Celestias eyes grew wide when she didn't see my mouth move.

"Give us some air support" he responded, I mentally nodded my head, maybe they could see it? I turned my attention to below, the mutants were laying waste to the city. I could see them behind the mutants, ready to take them down. I started shooting, offering as much help as possible.

The mutants were destroying everything, luckily they didnt know about the huge cellar under the castle where everypony evacuated to. I continued to fire upon them, another mutant fell dead. *click* I pulled out the ammunition spell for more ammo, I was about to look at it before a spike sent it flying out of my hand

'Damn it!' I thought to myself, I quickly gave chase to the paper. It was almost in my reach, but I hardly noticed how low I was. I grabbed it and looked at the spell. *splackt* my eyes grew wide. I looked down to se a spike sticking through me, front to back. My vision grew a little blurry, I did my best to ignore it and I pulled out the spike.

I almost screamed from all the pain that was going through me. I flew back up, keeping a tight hold on the spell and my gun. "Princess? Are you alright?" Mak asked me, I hook my head a few times mentally. "What happened?" She asked, I quickly thought of what to say.

"I might not make it to tommorrow, promise me that my death will serve a greater purpose" I said, I could hear the others pondering in their own minds on what I meant.

"PRINCESS! DONT SPEAK LIKE THAT! YOUR GOING TO MAKE IT!" Rarity yelled, my vision grew a little blurrier, I could hardly recognize the spikes that flew by me. I knew what was coming next, and I was going to go out with a bang.

"When you see Shining and Twilight, tell them I said goodbye" I said, I pulled the pin on the grenade, and i entered a free fall. I blacked out halfway to the ground.

~~~~~~~~~~

Vlad's POV

I watched as the princess fell to the ground, right in the middle of the mutants. I was about to rush out and try to rescue her, but the explosion that followed said that she was no more. I looked at the ground in defeat.

"You OK Vlad?" Riot asked, I looked over at him and nodded. He nodded in return and we continued with the plan. We were right where we needed to be. "Alright, light up the fireworks Celestia" he said, I looked up to see her fly a little higher.

The shield opened up to reveal the sun, the mutants were staring up in confusion. Celestia held her arms up, it looked as if she was catching light from the sun. "YOU FUCKED WITH THE WRONG SPECIES!" Celestia yelled out, then a huge bright light flew from her arms, roasting the mutants.

It took a few minutes for the blinding light to dissapear, then the heat followed. "Holy shit!" I said as I viewed the destruction, a huge crater was in the place where the beam hit, a total of three mutants were alive, but they were probably blind by now.

There were two fighters and a crusher left, they were looking at eachother in confusion. We aimed our guns and were about to shoot. "Craa xchrr fruuu!" One of the mutants suddenly screached out, then they started rushing us. I aimed my gun at the crusher, but a spike knocked my gun away from me.

I stared in horror as a fighter stabbed its tail through Riots leg, and started carrying him away. "Shit! We gotta help him!" I yelled out as I grabbed my gun, I flew after them, doing my best to keep up, but I couldn't follow them through those tiny tunnels.

I stared at them while they retreated, carrying Riots limp form. I yelled out in anger, we have lost so much, and yet we continue to lose more. "Askraj matry haum!" I heard one screach, then the tunnel they entered was filled with dirt from the inside.

"What do we do now?" Fluttershy asked feom behind, I turned and looked at them, defeat, anger, and little hope, was in her eyes.

"I don't know" I said, "I don't know."

14: Mutation at its worst

Riot's POV

I opened my eyes, I almost screamed when I was greeted with the Master Queens face. I stared at her, she stared at me. I looked down, my clothes were gone. "Well shit" I said, I looke back up, the tail on her farthest left was moving towards me, a strange orange liquid dripping off it.

I stared at it as it got closer, and closer. It was five feet away before it slammed into my stomach. I screamed in pain, I stopped screaming when i felt something fill me. It felt cold, but it also felt good! I felt it reach my neck.

~~~Third Person View~~~

Riot was glowing orange all over, his black fur doing nothing to hide it. The Master Queen stared at him, a wierd grin type look adorned her face. Riot was now glowing all over, his feet, his hands, his head, and his chest. He opened his eyes, his left eye turned from its normal purple, to an eerie black color.

The Master Queen roared in triumph! She removed her tail from his stomach, the orange liquid healed his wounds. The orange glow faded away, his chest held a little of it, and his eye stayed black.

She removed the spikes that held him up, he healed instantly. She decided it was time for a test run, and flinged him down a huge hole behind her. Riot observed everything as he fell, the dirt, the few rocks, and the spikes at the bottom.

She looked down, Riot was impaled all over, she did a wierd laughter type thing. Riot peeled himself off the spikes, healing instantly. He turned and looked back up at the mutant that flung him down.

"I'm ready, my queen" he said, a grin growing on his face. The master queen roqred triumphently. She looked at her general that entered the room. The general was a fighter mutant, except his claws were bigger, his flesh armor thicker, and his mind was almost a perfect match to hers.

"Skraa! Vurtak numa cratch!" She commanded, the general nodded and climbed down the hole. Once at the bottom, impaled Riot and brought him up.

"The time has come my queen, we shall destroy every last one of them. We will rule the world." Riot said, the general started roaring in a victorious way. The queen soon followed, then mutants near, then mutants far. The ground was shaking from all the roaring.

~~~~~~~~~~

Jack's POV

I was escorting civilians out of the caves below the castle, we all gasped at what we saw. Half the city was destroyed, explosion marks riddled the ground, and worst of all, dead guards littered the streets.

I looked back to see a little filly vomit on the ground, guess the scene was to much for her. I looked around, checking buildings, looking through alley ways, and even checking the skys. I flew up to get a birds eye view, I spotted a group of survivors towards the city limits. I flew over to them.

"Is everyone alright?" I asked, they all stared at a hole, this is when I noticed Princess Celestia standing there. "Princess? What happened? Why are you all staring at this hole?" I asked, and as soon as I did, a grey pegasus looked at me right in the eyes. Her eyes were screaming anger at me.

"Because we lost someone to the mutants, someone you arrested, and didn't even give a fuck about it!" She said, I remembered him.

"Wait, hold on, let me guess his name was, uh, Riot!" I said a little to happy, she started crying, then returned her attention to the hole. "Well I'm sorry, but we all lose someone eventually. I lost my son and wife back in Ponyville. You just got to move on."

A blue pegasus walked over to me, "he was a good ally, probably one of the best shooters we had" he said, he had a wierd accent. I was about to reply when I felt the ground shake. I looked in the distance. Mutants were charging at us, and they showed no sign of stopping.

"Aw shit! Their coming in for a second attack!" Celestia yelled, using her royal Canterlot voice to tell everybody in the city. "Its do or die time" she said, then reloaded her gun. I followed her lead and reloaded mine, everyone doing the same. I aimed at the incoming mutants, and opened fire.

The others were also firing, the mutants were falling one by one, but they would jump back up and keep coming. I stopped and reloaded my gun, I looked at the wall of mutants, and saw little chance of survival if we stayed any longer.

"We got to get to a better position, or they will tear our ass' off!" I yelled out, they nodded. I unfolded my wings and took to the skys, the grey and blue pegasi followed suit. I found a cloud that I could use as cover, I flew behind it and looked down.

The ones that couldn't follow us into the sky ran towards some crushed buildings, taking cover in their ruins. I looked back towards the mutants. A wall of spikes were flying towards the city, a few were about to hit me. Out of instinct I shot them, they exploded into little clouds of bonr dust.

I looked at the city, I saw a few civilians that were unlucky and weren't able to get to the caves in time. They were torn apart from the spikes. Out of anger I looked back and started shooting, but the mutants on seemed to take little damage from the bullets.

I heard a clicking noise, I checked my gun to see that the clip was empty. I was about to reload when a spike knocked the gun out of my hands, I watched it fall to the ground. I grabbed my spear off my back, and took a deep breath. This was gonna be one hell of a ride!

I jumped off the cloud and let myself fall. I put the spear in front of me and aimed at a mutants head. I opened my wings to soften my fall a little, but not to much. I slammed the spear into its head, hearing a crack I pulled it out. I was about to go and attack another target, but stopped when I saw its head glow.

The glow was orange, and it healed the death inflicting wound. I was face to face with an invincible mutant. "Motherfuc-" I was cut short when it chomped down on my head. I was still alive, but for how long? I knew it would be soon, because the mutant was thrashing its head around. I screamed in pain one last time.

~~~~~~~~~~

Pinkie's POV

I watched in horror as Jacks head entered the mutants mouth. I cringed when it started thrashing about. I lost my lunch when I say his body fly to the right. That is not the way anybody should go. I heard my gun click, knowing that I wouldn't have enough time to get more ammo, I pulled out my chainsaw.

I charged out, the mutants had a confused look when they saw me, but started attacking me all the same. I jumped onto the back of a fighter mutant, and started cutting into its neck. Its head rolled off and its body lay limp.

I leaped to the next one, throwing my chainsaw into the side of its head. It shoke its head in an atempt to get it out, but to no avail. I slammed myself into the chainsaw, the other side showing through the other side of its head. I twisted it, causing its head to split in two, its brain popped out.

I looked behind me, a mutants was about to chomp on me. I did a backflip onto its back, pulling out a few knives in the process. I slammed them into its head, it fell dead, but it started to get up again when its head glew orange. I held onto its back as it tried to fling me off.

I felt its tail smack me off, I rolled out of the way as it came down to stap me. I stood up and pulled out another knife and stared it in the eyes. Its gaze matched that of Fluttershys stare, a chill ran through me as I kept staring.

It charged at me, its tail came around its side, I ducked out of the way then jumped over it. It quickly turned around and threw itself at me. It smashed me into the ground, I felt a rib break. I wasnt expecting that. It jumped up and smashed down on me, I screamed as I felt two more ribs break.

When it jumped a third time I rolled out from under, just barely avoiding its claws. I looked down to see two ribs sticking out of my stomach. I looked up to see its claws, having no time to react, it slashed my face. I screamed as I felt my face cut and rip.

"PINKIE!" I looked around, I saw Twilight standing there. I turned around quickly and smashed my knife into the mutants face, knowing that this wouldn't kill it, I twisted it around, pieces of its brain fell out. I turned around and smiled at Twilight. I felt a lot of pain, then everything went black.

~~~~~~~~~~

Twilight's POV

I watched Pinkie kill a mutant, then she turned and smiled at me. Her face had three large gashes in it, two ribs stuck out of her stomach. I was about to run over and see if she was okay, then a crushers tail crushed her.

"NO!!!" I summoned my Celestial Spear. Running over to the crusher that killed Pinkie, I cut its tail off, before it could do anything else, I quickly smashed its head in two with the dull side of the spear. I looked at Pinkies corpse. Her stomach popped from the tails force, her guts and organs lay everywhere, her head smashed in, and a smile like thing still adorned her mouth.

I looked around at the battle, the survivors I brought with me were fighting, the princess and the rest of my friends were fighting off a huge wave of mutants, and I saw the body of Jack, minus his head.

I started walking forward, anger corsing through me. I put as much magic as I could into my Celestial Spear. It grew longer, sharper, and lighter. I ran towards my friends, cutting down all mutants that were in my path, the power of my spear burning their corpses from all the magic that made the spear white hot.

I felt all my anger power me, telling me to kill anything that would harm my friends. I stood before my friends, their jaws were pretty much touching the floor. I looked back to see the mutants retreating.

"T-twilight? How did y-y-you do all t-that?" Fluttershy asked, I dispelled the spear and looked back at them.

"With lots of anger" I said, I looked back to see Spitfire, Soarin, and Jewel walking towards us.

"Wheres Pinkie, Shining Armor and Jack?" Rarity asked, they started looking around. I sighed.

"Their dead. All dead" I said, their faces turned to that of sorrow and horror. "Wheres Rainbow?" I asked.

"She is also dead" I heard a new voice say, then I saw it. A mutant was standing next to my friends, I got into a battle position. "Calm yourself, I'm on your side" it said, "my name is Makvamdu, the rest call me Mak."

I went back to a normal stand, keeping an eye on her. "What do we do now princess?" I asked, she stared at something behind me, her eyes growing wide.

"Impossible" she said, I looked behind me.

"Did I miss anything?" Riot said, a grin on his face. Something was diffrent about him, despite his clothes which were a little torn, I could see an orange glow, I looked at his eyes to see that the left one was no longer purple, but just a black color.

"Riot!" Derpy said, then she ran over and hugged him. I knew something was up when he didn't return the hug, Derly noticed to. "Riot?" She asked, he started to laugh.

"Did you really think it was him?! HAHAHA! You fools! I'm not him anymore!" He yelled pushing Derpy on to the ground, out of instinct I punched him in the face, his jaw broke, but he continued to laugh. I stared wide eyed as his jaw grew oranged then fixed itself.

"ITS TIME FOR YOUR PATHETIC RACE TO END!" He yelled, then the Master Queen broke out from the ground behind him. I ran behind some cover, using my magic to bring Derpy with me. I looked around the corner to see something I wished to never see. Princess Celestia had been impaled.

15: Old enemys

??? POV

I watched it all from atop the castle, staring at the scene before me I smiled. Cadance had already kicked the bucket, and now I watched as Celestia was on her way to join her. These 'mutants' remind me of myself, feared, hated, and un-loved. "Who needs their love anyways?" I said out loud.

"We do, my queen" I heard my general say, I turned and looked at him.

"I was talking about there pity, not our food" I said in a calm voice, he nodded then returned his attention to the scene below. "Once Celestia is dead, the only princess they can turn to is Luna, but she can't lead them in her current state, and even if she could, it wouldn't be for long" I said, slowly I started doing an evil laugh. "Then they will have no choice but to turn to ME for help! They will finally obey me! For I am Queen Chrysalis!" I said, my laugh was loud and clear now. The ponies were going to be my servants.

~~~~~~~~~~

Sheldon's POV

"Alright, give it a test run, see how good it feels" I said, Diamond Tiara stood up to test her prosthetic leg, falling down instantly. I helped her back up.

"Thanks for helping me" she said, I smiled.

"I would do anything for anypony in need" I said, she smiled back and half walked half limped over to her friends. I looked at James, he realized that anything could happen, and didn't want him or Silver Spoon to die without expressing his feelings. Surprisingly enough, she loved him back.

I looked around, pretty much all the wounded had been helped, the dead buried, and food distributed. I looked at princess Luna, still unable to use her magic with the incapitator ring on her horn, and for a good reason. I walked over in her direction, another doctor noticed my determined look.

"I know what your thinking" he said, I looked him dead in the eyes. "Y-you know that s-spell is dangerous!" He stuttered out.

"I know how dangerous it is, but what do we got to lose?" I asked, he stopped dead in his tracks, then turned back. I was standing in front of the princess, my magic simulation device sitting on a table to my left. The magic simulator allowed pegasi or earth ponys to channel their inner magic into it and cast spells.

I picked it up and aimed at her. I looked at the spell that was in my notebook, it would take a while, but I will be able to pull it off. I started the spell, I instantly felt weak, as if a huge part of my soul was being crushed, but I kept going. After a minute or so, the spell let of a bright light, so bright that the walls were glowing brightly!

~~~Inside Luna's mind~~~

I groaned as I got up, the first thing I noticed were the memorys that were floating around. I looked around in awe, they were master pieces of important historical moments. I looked at one memory, it was a memory of Luna's 207th birthday party. Everything was happy and amazing in it, but before the memory could fully play through, it turned a blood red and shattered.

"What you see before you is everything that defines me" I jumped at the sudden voice, I turned to see Luna, the Luna I knew, standing their.

"Princess?!" I asked, she smiled then giggled a bit. I was about to ask her something, but then she screamed in pain, her left arm became a little distorted. "Whats happening?!" I asked, she sat there for a second, weeping from the pain.

"The longer I am 'corrupted' the more of me dissapears, and soon, I will be no more." She said, a tear running down her cheek.

"Don't worry Luna, I will do whatever I can to help!" I said, she looked at me, hope shining inside her eyes. I looked around to find the source of the coruption.

Luna stood up and pointed towards a huge cluster of memories, "if your looking for the source, it's over there, amongst my nightmares" she said, I nodded then started heading towards it. "Be warned Sheldon, if it kills you here, you will never see the light of day again" she said, I felt my face pale.

I entered the location, the memorys were that of a hurricane. I heard a loud screeching soumd from above, I looked up. A corruptor like thing was hanging there, staring at me. It lept from its spot, falling towards me. I jumped out of the way, just barely avoiding it's claws.

'Shit! I forgot about a weapon!' I looked around frantically, searching for anything I could use. The mutant charged at me, but I rolled out of the way. It smashed a memory of the great war, a sword fell out. The sword was Midnight Blue, I stared at it for a second. This was Nightmare Moons missing blade.

I rolled out of the mutants path, it rushed past me and stopped a few feet away. I ran over to the blade and picked it up, I instantly felt Alicorn Magic flow through me. 'I feel so powerful!' I did a few fancy moves with the sword, just like the guards when they were bored.

I failed to notice the mutant as it smashed into me, keeping hold of the blade, I felt a memory smash on my back. I felt a sharp pain in my stomach area, I looked down to see the mutant biting into my stomach.

~~~~~~~~~~

James' POV

I stared at my new found dad, he was standing in front of the princess, a strange device on his arm. "Dad?" I asked, he didn't respond. His stomach started to bleed badly all the sudden, I stared in horror as he was bleeding in front of me! "DAD!"

~~~~~~~~~~

Back to Sheldon

'DAD!' I heard a faint voice, I looked around, but I saw no one. I lifted yhe blade and brought it down. It penetrated the skin, leaving a huge gash when I pulled it out. It roared in pain, then launched me a few feet away from it. I saw it charging towards me, I looked around, seeing the blade a few feet away, I scrambled for it.

Everthing went into slow motion, I looked back to see the mutant, it was a few feet away. I looked at the blade, it was within reach! I grabbed it and swung it around. I held it in place as the mutants slammed into it, impaling itself in the two foot sword. It jumped back, pulling itself off the blade, blood showering me.

'Thank you' I heard Luna's voice say, everything started getting brighter, I shielded my eyes.

~~~~~~~~~~

Sheldon's POV caves below the crystal castle

It took a second for my eyes to adjust, I was back in the caves. I turned around to see a few worried doctors and James. Their eyes were focused on something to my right, I looked at it. It was the blade from Lunas mind.

"Ah, my old sword, Darkest Night" I heard Luna say, he picked it up and examined it. "I would like to give it to you Sheldon, as a token of my thanks" she said, I nodded as she handed me the blade. As soon as I touched it, a sheath appeared on my belt, big enough to holster the big sword.

Luna turned her head towards the ceiling, a look of worry covered her face. "Tia" she said, then she took flight towards the exit. I knew something was wrong, I turned to James.

"James, I need you to stay here, I'll be back" I said, before giving him time to respond, I turned and ran after Luna. I saw her a few yards ahead of me, she was going fast. I felt a draft as I neared the exit, Luna was no longer in sight, but I knew she was already outside.

I looked around, seeing nothing at first. Then I heard some yelling in the distance. I ran in that direction, surprisingly enough, it wasn't that far away. I turned the last corner, but as I did, I knew what was happening. Chrysalis was having revenge.

I looked at her in fear as she held Luna's neck. I heard her laugh, "hello there, my little pony" she said, then she turned towards me, her eyes defined that of pure evil.

"Let her go" I said, unsheathing Darkest Night. She laughed as she walked towards me, but something was diffrent about her laugh.

"You've already lost, Celestia will be dead in a few minutes, and Luna soon following" she said, I heard Luna gasp a little as she tightened her grip on her neck. I looked at the ruins behind her, I could see through the remanders of it. Celestia was in a puddle of her own blood, right in front of the Master Queen.

"It's simple really, you follow me, or you die. Which one will you choose?" She asked, she was now in front of me. I stood there for a second, why was this happening? Why?

"Why does it matter? We will all die in the end" I said, Chrysalis had a dissapointed look on her face. I heard something move behind me.

"Wrong answer" she said, then I felt cold metal enter my back. I screamed in pain, I turned my head a little to see a changeling standing there, a smile on it's face. It removed the blade, letting me fall to the ground. My vision turned blurry, but I could still see the scene before me.

The sun turned a blood red, signifying that Celestia was dead. I stared at Chrysalis and Luna, what I heard frightened me.

"Join me as Nightmare Moon, or face the same fate as your sister" Chrysalis said, Luna nodded her head, signing our defeat, once and for all. I started getting up, using the sword to help. They didn't notice me stand.

"Luna, h-how could you b-betray us like that?" I asked, she turned towards me. Half of her was that of Nightmare Moon, the last of Luna was starting to dissapear. Chrysalis launched a spell at me, I raised the sword to defend myself, but was launched backwards by the force.

I felt the wind fly past me, I felt myself connect with something. I felt my eyelids get heavy, I tryed staying concious, but I couldn't. I saw the blood day, turn to that of eternal night.

16: Not who we thought she was...

Riot's POV

I watched it all, I did it all, I coldn't stop it all. I was walking back with the queen, her personal slave. Celestia died because of me, because I was the distraction, because I could do nothing. 'I have no more use for you' I heard a voice in my head, then the tail on her farthest right lashed out and impaled my stomach. I felt something being drained from me, I looked down to see my blood, not the mutants, pooling on the ground. Everything got blurry, then I fell to the ground. I saw darkness for hours.

~~~~~~~~~~

Vlad's POV

I looked at the sky, the beautiful night that had started. I heard laughter in the distance, but thought nothing of it. "What do we do now?" Twilight asked, I turned around to look at them. They all stood there, Twilight, Derpy, Mak, Fluttershy, Jewel, Soarin, and Spitfire. This was the beginning of our tiny army.

"Right now we need to focus on getting more help" I said, they all turned back to the castle, underneath was the caves where everypony else is hiding. We started walking towards it, taking our time to enjoy the night, for it might be our last. On our way, I noticed Dr. Sheldon slumped by a wall, his head bleeding.

We hurried over to him, I noticed a strange device on his arm. "Dr. Sheldon? Can you hear me?" Twilight asked, he groaned the opened his eyes.

"T-twilight?" He asked, he looked at the rest of us. He directed his attention to the night sky, his eyes widened. "Oh no, Nightmare Moon is back" he said, we all looked at each other in confusion, then looked back at him.

"What do you mean shes back?" Soarin asked, Sheldon put his hand to his head.

"Chrysalis convinced Luna to turn back into Nightmare Moon, and she did." He said, lowering his head a bit. After a few seconds of shocked silence, he stood up.

"Don't! You need to rest!" Fluttershy said, making the doctor sit back down.

"Perhaps I could be of assistance" Mak said, we moved out of the way. She brought her tail forward, the strange liquid that was inside the other mutants dripped from it. "I absorbed some from another a while ago, just enough for me to slowly regenerate." She said, then a drop fell on his head, it glowed orange for a second.

"Will he go crazy insane like Riot?" Derpy asked, Mak made a smile.

"No, Riot was pumped full of it, I gave Sheldon enough to help his head." I sighed in relief, I looked at Sheldon to see that his wound was closing. He stood up and pressed a button or two on his device.

"What does it do?" I asked, he looked at me.

"It allows pegasi and earth ponies to channel their inner magic, letting them cast spells like a unicorn does." He said, I felt my eyes widden a little. "Got the same reaction from my assistant" he said with a grin. We all headed for the caves, prepared for any surprise attack. Nothing happened as we entered the caves, we heard voices, but they were to distant to understand. We got closer to the voices, staying as quiet as possible.

"You will all obey me now! I am you queen!" We heard some one yell, they were close now. We emerged from the tunnel, what we saw scared us. Queen Chrysalis and Nightmare Moon were standing at the head of the crowd, looking around and yelling 'you obey us now!' In the crowd, changelings were patrolling, keeping them in check. I saw a brave unicorn launch a fireball at Chrysalis, but it was deflected. A changeling flew at him, biting into his neck, instantly killing him.

I did a few finger motions, they nodded and spread out around the area. Once they were in place, I took a deep breath, and stepped out from my cover. "Chrysalis!" She turned towards me.

"Oh hello, you were the one with the wierd accent" she said, I felt a little anger in me, everypony said it was wierd! "Are you here to save the day or something? Cause I highly doubt it" she said, with the nod of her head, three chengelings jumped at me. I pulled my gun up and shot them, all headshots.

"No, I came here to talk" I said, then the others stepped from their hiding places, guns (and tail) aimed at her. "To talk with force" I said, her eyes were wide as moons. She raised her arms in surrender.

"What do you want?" She asked.

"I want you to join us, and help us erradica-GAH" I felt a cold feeling in my back, I elbowed my attacker in the face. Turning around I aimed my gun and shot, killing the Derpy. I felt terrible inside, until I saw her change into a changeling.

"Oh, did you really think she was real? She died a while back! I simply had one of my changelings play as her" she said, I stared at her in anger and rage. "Now the others are real, but I don't have time for them, I got a queen to talk to" she said, changelings started attacking the others, they had no way of getting to me. As Chrysalis was walking past me she kicked my gun away. "Nighty, would you please finish him for me?" She said.

"Yes Chrysalis" Nightmare said, I reached for my gun, but it was just out of reach. I looked back at Nightmare, only to see her fangs in my face.

~~~~~~~~~~

Nightmare Moon's POV

I bit down on his head, his flesh actually tasted pretty good. I looked at the others, they had finished off the changelings that were attacking them. I laughed and cast my shadow magic, it would kill anypony! Except for one certain mutant that was with them, she stepped forward and absorbed the magic. "One thing about the mutants" she said, a new purple glow around her tail. "We can absorb any liquid or energy thrown at us, including magic!" She said while launching my spell back at me.

I simply stuck out my hand and caught it. "Did you think it would be that easy?" I asked.

"Yea" I heard a voice say from behind, I turned to see a spear impale me. "You were to distracted" Twilight said, I fell to ny knees as I pulled the magical spear out of me.

"I'm sorry Luna, that it came to this" Fluttershy said as she stepped into my view, the others came in front and stood there.

"I-i didn't.....I had to.....I'm sorry" I said before falling to the ground. I felt myself change back into Luna, but no matter what, I was going to die. I closed my eyes, the last thing I felt, was a tear rolling down my face.

17: Lock and Load

Spitfire's POV

I helped Soarin carry out the bodys of Luna and Vlad. I couldn't get the image out of my mind, just the thought of it pains me. The image of Vlad's missing face, and the blood that covered Nightmare's face. We brought them to the holes that had been dug next to Celestia's. We lowered the bodys into their respective holes, saying a few lines. It was my turn to speak.

"Vlad was a great ally, one of the best we've had." I said, walking off the makeshift podium. I rejoined the rest in the crowd, remembering the blue stallion. The one thing that wouldn't leave was his accent. I also grabbed a tiny device from his ear, a tiny plastic and metal thing. It started making noise. I put it to my ear.

"Agent Vlad--- Don't--- Under atta--- They are here--- OH GO---" The noise ended in a bunch of screaming and roaring. I remembered what Twilight had told me, that Vlad was from a secret organization that even Celestia didn't know about. I lowered the device, having heard enough of the screams.

"Hey Spitfire!" I heard somepony yell, I looked in the direction of the voice. It was Fleetfoot, she must've finished checking on the main citys.

"Any place un-touched by the mutants?" I asked, Fleetfoot waved her hand towards her, signifying that she wants me to follow her. I did, and when we were away from the crowd, she told me.

"It's hell out there, Manehattan is in ruins, Las Pegasus is destroyed, and VanHoover is no more" she said, I looked at the moon in disbelief.

"First we lost our team, now the night will never end, and we have no where to run to." I said, looking back at Fleetfoot, hope shining in her eyes.

"But we know where to destroy them" she said, I knew what she was talking about, and this was our only chance. I nodded my head, walking back to the crowd. I got on the podium, I cleared my throat loudly, catching the crowds attention.

"We have no where to go, Fleetfoot has told me this after scanning the big citys" I said, the crowd started to murmur, I even heard a few start sobbing. "But, there is still hope" I said, silencing the crowd, I felt sweat form on my head. "We will strike them down from their hive" I said, the crowd burst into screams, sobs, and angry yelling.

I felt my hopes die, knowing that they were un-willing to help. I was about to walk off the podium, but stopped when I saw Twilight and the remainders of her friends step onto the tiny bit of podium left.

"Shes right" Twilight said, the crowd grew quiet, only a few murmurs were heard. "This may be our only chance at surviving this, the choice is yours. Stay and die in the dark, or fight and die trying" he said, I heard some one clap in the crowd, then it grew to two. The whole crowd was clapping now, saying 'we're with you!' 'Lets do this!' And 'we die fighting!'

We looked at Sheldon, who was standing at the side of the stage. "Do the scientists have enough guns for the crowd?" I asked, he nodded.

"With a few hundred cloning spells, we will have enough guns and plenty of ammo" he said, he turned and walked to some scientists who were in the crowd. Fter a second of talking to them, they walked off towards the caves. The crowd watched them walk off, and patiently waited for them to return.

After a few minutes, the scientists came back, crates in tow. One of the lead scientists came up to the podium, we moved out of the way. "Go to the crates, the other scientists will teach you how to use them." He said, before the crowd could move he spoke again. "But, not all can come with, for we need some to stay behind with the children" the crowd was silent. Then a hand rose, then another, eventually there were eleven hands in the air. He nodded, then turned to us.

"Yes sir?" Twilight asked, he reached into his lab coat and pulled out a box with wires in it.

"This is what you will use, find their main breeding room, and set this for ten minutes. It will give you enough time to escape." He said, handing the box to Twilight. She nodded, putting the box into her magic storage. He had us follow him to the crates, giving us new guns, and ammo. I grabbed two bombs and a grenade, while Soarin grabbed two guns. The others grabbed a variety of items, mainly bombs and grenades. We were ready.

Twilight walked back to the podium, catching everyones attention. "Last chance, stay and hide in the dark, or fight and die trying, the choice is yours." She called out, a few walked back to the caves, but many stayed. "Alright, let's move out!" She yelled, everypony started cheering, following her as she started heading towards the mutant hive.

~~~1 hour of walking later~~~

We were walking as silently as possible, doing our best to not alarm the mutants. We were close, I could see a few big holes with glowing colors in them. I looked to the left when I saw a figure rise from the ground. It was somebody I've seen before, I never caught his name before he laughed and the queen appeared.

He looked around, and when he saw me, he started limping towards me. "Help...please" he said, when he was close enough I saw the hole in his stomach. I hurried over to him, helping him walk by putting his arm over my shoulder. I looked around, seeing Fluttershy not that far away, we walked over to her.

"Fluttershy, you gotta help him" I said, she looked over, her eyes still dead. She nodded, I helped him sit down.

"Thanks" he said, Fluttershy pulled out a medpack from the backpack she grabbed before we left. She injected him with something, but it seemed to lessen his pain. She started putting gauze on it, using a one and a half rolls. She stood up and continued on her given path.

"Never caught your name" I said, he stood up.

"Names Riot, now for my question" he said.

"I didn't know we were playing that game" I said as we walked where I needed to be.

"Guess we are, but still, what are all of you doing out here?" He asked, pointing at a few others.

"We're invading their hive" I said, a grin appeared on his face.

"Got a spare gun?" He asked, I pointed at Soarin.

"He grabbed two when he can barely handle one" I said, he laughed a little. He walked over to him and grabbed a gun, making sure it was reloaded, he walked back over to me.

"Lets give'em hell"

18: Into the hive

Soarin's POV

We were near the entrance, waiting for Twilights command to invade. Spitfire had found Riot, and when he learned that the mail pony Derpy was dead, he cracked, sobbing uncontrolably for a while, saying that he loved her, and didn't have the courage to tell her. I looked behind me, seeing Twilights signal, me, Fleetfoot, and Spitfire, entered. It was dark, but not too dark. I could see a few skulls in the dark, I could smell blood and death, and I felt as if something was watching me. I kept my head on, focusing on the task at hand. We were to scout out a large portion of the tunnel we were in, and determine if it was safe or not for every one else to continue.

I stopped when I heard something above us, I signalled for the others to stop. I looked up, seeing something falling down, I quickly rolled out of the way. It was one of the spider mutants that Twilight told us about. "Don't let it touch you!" I yelled, we avoided its attempts to attack us. After Fleetfoot avoided again, she was instantly covered in them, seeing that there were more on the ceiling, I did the most sensible thing. "FUCKING RUN!" I yelled at Spitfire, she nodded as she avoided another one, but just like Fleetfoot, they piled on her from the ceiling. I felt a few tears roll down my cheeks, I shot at them, realising that it wasn't doing much, I grabbed a grenade and pulled the pin. I chucked that little bastard behind me, not looking back as I kept runnin' and gunnin'.

I saw the light from the tunnel entrance, a few figures standing there. "GET OUT OF THE WAY!" I yelled, they started backing away as I got closer. I burst from the tunnel, tears rolling down my cheeks.

"Whats wrong?" Rarity asked as I came to a stop.

"In the tunnel! Their everywhere! Their coming!" I yelled, I turned around to see the spiders flooding out of the tunnel. Almost instantly, the air was filled with the sound of gunshots and screams. I took to the skys, looking at the scene below me. The spiders were still coming out, and more were being created everytime they touched anypony. I flew above the tunnel entrance, unclipping my bomb from my belt. I was about to drop it, but stopped when I saw a spider, literally flying towards me, with the wing bones of a pegasus. I dropped the bomb as I reached for my gun, hearing and seeing the explosion made me happy, knowing more were dead. I shot the flying spider, making it plummet back to the ground.

I saw a few more on the ground sprout wings, I felt a little sick from just watching it. I looked around to see a few more pegasi in the air. I kept shooting at the spiders, hoping my bullets would hit them from this distance. "NOOO" I looked left to see a mare getting swarmed bythe flying spiders, she started falling, hitting the ground with a suckening crack. I shot a few more flying ones, making sure I wouldn't meet the same feet.

I flew down to where Twilight, Fluttershy, Rarity, Riot, and Mak were. "What should we do?!" I asked when I was closer.

"We have to teleport in!" She yelled, the other survivors were closer to us, being pushed back by the swarm. "I remember a room, and I can get us there" she said again, a few other survivors were standing next to us, shooting the oncoming swarm.

"OK, teleport us!" One of them yelled, Twilight's horn started to glow, and with a pop and a flash of light, we were in the hive. I looked around the room, a giant sack of green stuff hung in the room, spikes stuck out of the walls in fours, and blood was almost everywhere.

"This way" she said, we followed her into the next room. I almost puked at what I saw. Piles and piles of dead corpses filled the room, the smell of death was strong, and body parts lay everywhere. "Oh my" Twilight said, looking at the piles. "This is more then the last time we were here" she said, looking at me.

"We must focus on the task at hand" Mak said, stepping in front of the group. "I can feel the hives core, the place we must go" she said, she started walking forward. We all followed her, weaving through many rooms and tunnels, avoiding all mutants, or taking them out as silently as possible. "Just a few more rooms" she said, after another step, her head was impaled by a larger then normal spike. Based on what I've heard, she only had enough mutant blood to regen slowly, not instantly.

"Shit!" Some one yelled, we turned around to see him pulled into the ground, then a mare.

"Eep!" Fluttershy shrieked, we looked at her to see that she was halfway into the ground.

"Fluttershy!" I yelled, diving forward and grabbing her hand, just as she was about to go under. "Don't let go!" I yelled, her grip tightened. I looked up to see a fighter, only it was a bit diffrent, making it stronger. It was heading straight towards me. "Help me! We have to pull her up!" I yelled, Twilight came next to me, grabbing Fluttershy's arm.

"No, you gotta let me go!" Fluttershy said, I stared at her in disbelief.

"But Flutters-"

"If you won't, then I will" she said, letting go of my hand. Having nothing to hold onto, I fell backwards. I could hear Fluttershys screams as she was dragged down to her death. I looked at the hole, seeing a spike right where my head was at. I pulled the gun off my back.

"Damn you!" I yelled, aiming the gun at the fighter, shooting it. It let out a pained screech, then jumped towards me with incredible speed. I quickly rolled out of the way, but was met with a whack from its tail. I landed a few feet away, rolling onto my back. I saw it coming towards me from above, so I put my gun up, blocking its mouth from clamping down on my head. It tried forcing my arms down, but I held them strong. I saw a flurry of bullets hit its head, making it fall on my right side.

"Eat lead motherfucker" Riot said, reloading his gun. He came over and helped me up. I looked at the fighter mutant, who was laying on the ground healing.

"Oh I don't think so!" I said, grabbing a grenade from Riot. I ran at it, pulling the pin. Once I was next to it, I shoved it into the hole that was in its torso. I ran back, just barely avoiding the explosion. I looked at the mutant, it was in a bunch of pieces, but its head was still intact and breathing. I walked over to it, putting the end of my gun to its head.

"Yhr...acrat....detah" it said, before I put a bullet in its head, silencing it forever. I walked over to the hole Fluttershy was dragged down, a tear rolling down my face.

"I will never forget that day in flight school" I said, pulling the pin on another grenade, throwing it down the hole. I heard the explosion, and the dieing roar of the napper. I turned around, Twilight, Rarity, and Riot stood there, tears on their cheeks. That day, all those years ago. The day she kissed me, will always be in my mind and heart.

19: Sacrifices must be made

Riot's POV

I walked forward, the others not that far behind. I kept looking back, making sure they weren't dead. I still couldn't get the thought out of my head, my friend Vlad is dead, Derpy died a long time ago, and that the night will never end. I saw movement just ahead, crouching down, I watched the crusher patrol.

"I'll take it out" I said, the others nodded. I started sneaking behind the mutant, I pulled out my gun, aiming it at the head. I pulled the trigger, blasting a hole in it's head with a rain of bullets. I grabbed a grenade that I grabbed from Twilight, pulling the pin and shoved it into the hole. The wound healed over it, trapping the grenade inside. The mutants head and torso were blasted to peices. The others emerged from the tunnel they stayed in, they were looking at something to my right. I looked over, finally noticing the giant sack full of golden liquid.

"Guess this is what we blow up" Twilight said, pulling the bomb from her magic storage. She pressed a few buttons on it, then a timer appeared from a magic crystal, it read 15:00 minutes. It started counting down. "We got to go, no-" she couldn't finish her sentence, since four spikes had impaled her in the head, chest, leg, and shoulder. She fell, dead. I looked up, seeing the one behind it all. The master queen.

She jumped down, making the ground shake when she landed. I noticed the head of Queen Chrysalis, sitting on her back. "Run!" I yelled, we all ran towards the tunnel. Soarin and Rarity made it in, but it collapsed before I could. I looked at the spikes that had collapsed it. I looked around for any other way out, but there was none.

"RIOT! CAN YOU HEAR ME?!" I heard Soarin yell from the other side, I looked at the queen, who was now slowly walking towards me.

"Listen" I yelled back throughthe dirt pile. "Get back to the crystal empire, I'll be there soon" I said, but I already knew I was lying. There was no way out.

"We aren't leaving without you!" I heard Rarity yell through, then I heard digging from the other side.

"You have to" I said, looking back, the queen was a few feet away now. "But it's alright, no one dear to me is left out there" I said, I walked away from the wall, raising my gun, aiming at the final fight. "Sacrifices must be made, for the greater good" I said, shooting a full clip into the queen. She did a victorious roar, and leaped at me. I rolled out of the way, reloading halfway througn it. I jumped to my feet, turning around, I started blasting her again. She dodged the bullets as best her giant body could, but still got hit none the less. She launched all her spikes at me, I dodged them, but got hit in the chest by the last one.

I pulled the spike out, but failed to notice her charge at me. She hit me, launching me backwards. I landed next to the bomb, it had gone down several minutes. 'Already?!' I got back to my feet, shooting at the queen. The bullets caused her pain, but weren't enough to kill. I heard a click, I quickly reloaded. She jumped towards me, but when I rolled out of the way, I was hit by a spike, pinning my leg to the ground.

"Tu ras ket" she said, I looked back to see her chomp down on my leg. I screamed in pain, feeling her start shaking her head a little bit. I heard a sickening rip, then my leg went flying over my head. All I felt was pain. "Bu mah tast kewt" it said, I was flipped over by her. "Bew bus" she said, then her claws came down on my stomach, stabbing straight through. I screamed in utmost pain, but stopped when I felt her flick her claws, ripping me in half. My bottom half stayed where it was, but my top was launched. I landed, I just looked up at the ceiling, not being able to do anything. The queen loomed over me, I looked to my left. 3...2...1.

"See you in hell bitch" I said, then the bomb blew up, ending this nightmare.

~~~~~~~~~~

Sheldon's POV

I sat there, watching the fillys and colts, making sure nothing bad happened. Then the ground started shaking, making me fall out of my chair. I rushed out of the caves as soon as possible. I looked in the distance, and all I saw was a big cloud of red and orange. "They did it" I heard some one say, I looked to my right. It was Shimmering Jewel, one of the lucky few who had been saved from the mutant hive.

"I guess they did" I said, turning my attention to the explosion. I stood there, looking at the explosion. I felt something touch my leg, I looked down to see James and Silver Spoon. I looked behind me, seeing that everyone had come out.

"We won!" Some one yelled, then we all started cheering. I looked around, seeing that a party had started, including chips, soda, and streamers. I joined in on the fun, pulling out some cards from my luggage in the caves.

~~~1 hour later~~~

Most of the partyers had passed out, but I was still awake. James and Silver had fallen asleep on my lap. I smiled at the two, they looked pretty cute together. But something was wrong, 'shouldn't they be back soon?' I thought, looking at the explosion that was just barely starting to fade.

"Come on, we're almost there" I heard a voice say, then I saw them. Rarity and Soarin were coming around a corner, I gently slid James and Silver off my lap. I got up to greet them, but noticed that Rarity had a few things stuck in her side. I ran forward, "what happened?" I asked, putting one of her arms around my shoulder.

"The explosion was to big, we barely made it, but Rarity caught the debris" Soarin said, I looked around.

"Wheres the others?" I asked, but I already knew the answer.

"The others, they all died at the tunnel. Fluttershy was dragged to her death, Mak had her head crushed, Twilight was impaled, and Riot got trapped with the explosion" he said, I felt pain in me, knowing that all those souls died, fighting for out survival. We were back at the party area, and a few were awake now.

"W-where are the others?" Diamond Tiara asked, I looked at Soarin.

"Its a story for a diffrent time" he said, laying Rarity down on a bench. Her eyes were fluttering shut, she was doing her best to stay alive.

"Hey stay with us now" I said, she coughed a few times, blood getting on her hand.

"Rarity?" Sweetie Belle asked, as she stood next to her. Rarity looked over at her, putting a smile on her face.

"Don't worry....I'll b-be alright" she said, coughing a few more times, Sweetie grabbed her sisters hand. "Stay strong Sweetie....I wasn't strong enough" she said, she breathed in a few more times, then her hand lay limp.

"Rarity?" Sweetie asked, but her sister didn't respond. Tears started running down her cheeks. "RARITY!" She yelled, but still got no response. I felt a tear roll down my cheek, I just stood there, watching her try to wake her sister. Her friends came up to her, and told her that it was to late. She screamed no, then ran off to the caves.

"I was to late to save her" Soarin said, hanging his head a bit.

"It wasn't your fault, no one would have been able to save her" I said, using two fingers to close the unicorns eyes. We carried her body off, digging a new hole for her. I stood there, looking at the grave. "What now?" I asked myself.

20: 3 years later...

Third Person View

Soarin drank from the bottle of beer, still trying to get rid of the memory's. He finished the bottle, paying the respected amount of bits before leaving. Canterlot was still being rebuilt, but at least it was safe. He looked at the gates, where the mutant hunting party was just returning. "Kill any mutants today?" He asked the lead hunter.

"Yea, and better yet, they were the last" he said, holding up the mutant count. The device was built one year ago, from magic, crystals, and mutant DNA. The count now read zero. "We're going to tell Jewel of our victory!" He said, jogging away towards the still destroyed castle. Jewel had extreme magic in her blood, and with the help of Dr. Sheldon's invention, she managed to take control of the sun and moon. Soarin had a grin on his face, all the ones he had watched die three years ago, have been avenged.

"Gotta tell Sheldon" he said, jogging off towards Sheldon's place. Sheldon built his house at the city's edge, using the view as his pain killer for all the fighting. He stared at the beautiful sky, wondering how it could be so nice after all the horror.

"Whats wrong dad?" James asked from behind, he turned around to face his son.

"Just thinking" he said, he looked at the clock on the far wall. "Aren't you supposed to be at Silver's house? I swear she invited you and her friends over" he said with a smirk, James spun around and looked at the time, realizing that he was fifteen minutes late.

"Shit! Thanks for the reminder dad!" He said, lazily throwing a jacket on, and running out the door. Sheldon laughed a little at his sons antics. He turned around, staring at the sky again. He was interrupted by a few knocks at his door. He walked over to it, opening it.

"Hey Sheldon!" Soarin said, looking a little excited. "Have you heard?" He asked, Sheldon scratched his chin, thinking about what he was talking about.

"Is it the news about AppleBloom and that one colt?" He asked, Soarin face palmed.

"Not that! The news about the mutants, their all dead now!" He said, using his wings to hover a little. Sheldon's eyes got a little wide.

"Really?" He asked, Soarin nodded his head a few times, confirming what he said. "Well damn, took them long enough!" He said, giving his friend a good laugh. They stood there laughing like idiots for a second, then composed themselves. "What has Jewel said about this?" He asked, Soarin shrugged his shoulders.

"The hunting leader is probably telling her right now, if we hurry, then we can make it!" He said, turning on the dime and running. Sheldon followed suit, following his friend to the castle.

Shimmering Jewel stood there in her room, looking at herself in the mirror. She heard some knocking on her door. "Open" she said, turning around to face the door. The hunter leader entered, taking his helmet off. "It's good to see you Iron Fist" she said, he smiled at her greeting.

"It's good to see you too, honey" he said, giving her a hug.

"What news is there today?" She asked, curious as to what happened out there.

"We killed the last one, m'lady" he said, showing the counter. She gave a sigh of relief.

"I remember when they had me in their hive, it was terrifying. But, I will never forget about the stallion that saved me" she said, looking at an old picture of Shining Armor, dressed in the finest guard armor. "Tell everyone, tell them that I will be giving them good news at mid day" she said, Iron gave a nod then ran out the door.

~~~~~2 hours later~~~~~

The crowd stood below a balcony, specifically the one on the castle that survived. Jewel walked out onto, a smile on her face, overjoyed with what she was going to announce. "Hello my little ponies, today we have the best news in over three years!" She called out, doing what Celestia or Luna would do. "If Iron Fist would be so kind as to tell us about it" she said, stepping out of the way. Iron swallowed nervously, then came up to the balcony edge.

"Today, we managed to kill the last of the mutants!" He yelled out, the crowd started cheering. "From this day forth, we are free to wander the lands once more!" He called out, the crowd was now in a loud mass of screaming, hollering, and partying. Iron turned around to face Princess Jewel, he walked up to her. "We are all free now" he said, Jewel smiled, then brought him in for a kiss on the lips. The crowd released a few oohs and aahs, as they watched the new found princess kiss the hunter. It took a second for Iron to register that he was being kissed, but melted right into it.

Sheldon and Soarin were at the nearby bar, they had heard everything. "It's time to party!" Soarin said, grabbing a beer mug.

"I agree my friend!" Sheldon said, grabbing his own mug, they tapped their cups together. "To the queen!" He said.

"To freedom!" Soarin said, then they started chugging their beer, hearing the other occupants chanting 'Chug! Chug! Chug!' they kept chugging. They finished the beer at the same time, slamming the cup on the counter. "Another round bartender!" Soarin said, the bartender filled their mugs.

"It's all free till the end of the night!" The bartender said, getting a bunch of cheering from the others!

~~~~~~~~~~

The Dragon Lands

Spike looked at the lava pool that was in the crater, thinking about how the others were doing. "Whats wrong Spike?" His new dragon wife asked. Spike was now fully grown, he had three eggs, and a giant pile of gems.

"Just thinking about my old friends" he said, his wife came up next to him.

"Do you miss them?" She asked, Spike looked into her emerald eyes.

"I've missed them ever since I got separated at the train crash" he said, pulling her into a hug. "But I will never forget the beautiful young dragon that saved me" he said smiling, his wife giggled little.

"I will never forget the little dragon I found in the snow" she said, pulling Spike into a kiss. They looked to their right when they heard a cracking noise, and they smiled with what they saw. "Their hatching!" She said, running over to the eggs. Spike walked up behind her, and watched as they eggs cracked more. The first egg broke, revealing a young, healthy purple dragon. The next broke, revealing a smaller white dragon, but looked just as determined. The last egg broke, revealing a purple, and white dragon. Spike's smile couldn't get any bigger.

~~~~~~~~~~

The friends got drunk off their ass' that night, James shared his first kiss with Silver Spoon, Princess Jewel was proposed to by Iron fist, and Spike watched his kids burst from their eggs. The mutants were forgotten that night, mainly because all the ponies were to drunk to remember the next day, and Spike forgetting about them due to the crash. All that fought were never forgotten, and they watched over those they cared and loved for.

The End

2: A perfect day gone wrong

Riot's POV

I just barely bought a huge house just down the street from the library, about a 5 minute walk if I felt like checking out a book. What looks to be a gingerbread house with sweets covering it was also down the other side of the street, 6 minute walk at most.

I was feeling wonderful, the neighbors are so nice, they even invited me over to dinner! This day couldn't get any better, I was living the life, this was way better then Manehatten. I decided a quick walk through town wouldn't hurt, so I set out wondering where to go first. I decided to visit the library, like I said, 5 minute walk. I knocked on the door.

"Be there in a sec!" Came a voice, sounded female, then the door opened, "yes what do you-- oh hello you must be new here, because I haven't seen you around before." She was lavender colored with purple and pink-ish mane. "My name is Twilight Sparkle, what's yours?" Asked Twilight.

"My name is Riot Gunner." I said, shaking her hand.

"Nice to meet you, so where are you living at?" She asked.

"Just down the street in that house right there." I said pointing at my house.

"Hey Twilight who's at the door?" Came a young male voice, I looked past Twilight and saw a little dragon walk towards the door. "Oh hello there, I'm Spike and what's your name?" Spike asked.

"The names Riot Gunner." I said, Just as I was about to ask if I could come in I heard someone walking up from behind. I turned around to see a pink mare walking towards us, when she saw me she gasped and bolted off down the street. "Uh....what just happened?" I asked "I've never seen any one capable of going that fast, and why did she bolt off so quickly?" I asked just for the sake of my curiosity. "Who is she anyway?" I asked again still being curious about the mysterious pink pony.

"That's Pinkie Pie, and the reason she bolted off so quickly...well you'll see in a little while" replied Twilight, but she didn't answer me how she could move so fast in the blink of an eye. My curiosity still burning about this Pinkie Pie.

"But how is she capable of going so fa-"

"Just understand that she is capable of sneezing confetti, don't question Pinkie" said Twilight cutting me off from finishing my question, satisfied at the 'answer' I got I said farewell and decided to take a walk to the gingerbread house. It was such a relaxing walk, everyone kept waving and saying nice things, I was correct on living here, its so peaceful.

When I got to my destination I read the sign. "Sugar Cube Corner, huh not that bad a name" I said to my self. Suddenly something pink flew right past me at incredible speeds knocking me over.

"Oh my gosh I'm sooooo sorry, I'm just in such a hurry getti- wait a sec, YOUR THE NEW GUY!" And with that being said, Pinkie bolted off again in the direction of the library. Things were getting weirdly funny, in a good way that is.

I decided it was time to go inside Sugar Cube Corner, I was greeted with what looked like a bakery, "why hello there dear, were you looking for something sweet today?" Asked the mare at the stand, she was cyan with a pink cotton candy looking hairdo, she wore an apron with some clothes underneath. "We got all the delicious goodies here at Sugar Cube Corner" she said, slightly boasting in a way,

I decided to introduce myself, while looking at the selection of goodies they had. "Hello my name is Riot Gunner, and I was just taking a look around town, but I guess I could look at some of your goodies." I said.

She stared at me for a sec before saying "oh, your the new stallion in town, Pinkies been telling us there was someone new" I gave a friendly smile.

What to pick? They had so many good looking goodies here, "I'll settle for a muffin" I said "so how much is it?" She then got a muffin out of the glass counter.

"First ones free for anyone new in town" she said with a smile on her face.

"Oh, well thank you then!" I said, just as I was about to exit I waved goodbye and took a bite, "mm, this is good, you were right!" I said just before leaving, there was a big smile on her face as she waved back.

I wandered around town for a little while longer, saw sweet apple acres, the forest just outside of town, I even found the bar! I looked up in the sky, the sun was getting close to the horizon, time to head to the dinner I was invited to. Gotta get ready first, I'm pretty sure I know where my clothes box is. On the way home I noticed a lack of ponies in the streets, things were getting creepy. I made it home, I was searching the wall for the light switch.

I flipped the light switch on "SURPRISE!!!" I jumped back in complete surprise to see half the town in the front room, taking a second to catch my breath.

"What are all you doing here?" Then Pinkie Pie came bouncing towards me.

"Surprise party, duh" I then decided to look at my surroundings.

There was party stuff all over the place, on the walls, hanging from the ceiling, even on the ground! I went wide eyed, "you did this all, for me?" I decided to ask, suspecting pinkie to be the one behind it all.

"Well duh, I throw a party for every new pony in town! Didn't Twilight tell you?" Pinkie responding, curiosity on her lips about the twilight part. "I guess she was trying to keep it a surprise huh?"

"Yes Pinkie, I was" said Twilight who then walked out of the crowd of pony's who had started partying without us. "I was keeping it a surprise so he would understand why you ran off, I didn't want to tell him just yet"  I was starting to understand, sorta.

Then it hit me, the reason I came home was to get a nice suit on for the dinner! "Oh crap" that's all i had to say before getting a few curious looks from the few ponies around me, "I'm going to be late for the dinner I was invited to!" I looked to my left to see my neighbor giggling in the crowd, "oh, never mind, they came to the party as well" I gave a nervous laugh and a sheepish grin.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The party had gone on for a few hours now, it was nearing ten just before it ended. I waved goodbye to a few more that left later then others, but I turned around and my heart stopped. There she was, a gray Pegasus with blonde hair, she looked at me and smiled, my heart did a few flips.

"Hello there Riot! Did you enjoy the party?" She asked, I was paralyzed, her voice was beautiful, but I finally got the courage to respond.

"uh um I d-did enjoy that party, um what's your name?" I felt like an idiot on the spot, I blushed a little at my lack of words.

"My names Ditzy Doo, but my friends call me Derpy." I was just about to respond when *BOOM* a huge explosion shook the ground. I flipped out at that and ran to the window to see what it was, my heart stopped again, a huge meteor was hurtling down the street. Straight at my house.

"EVERYONE OUTTA MY HOUSE QUICK! UNLESS YOU WANNA GET FLATTENED BY THAT HUGE ASS METEOR!" I yelled, everyone then ran for the nearest exit, just barely making it out the meteor smashed through my house, obliterating it. The meteor kept going for a while longer, I heard the screams of ponies as the meteor either went right past them, or worse, into them.

The meteor stopped a mile outside of ponyville, leaving a trail of destruction behind it. The best day of my life, had just been destroyed.

3: Murder?

Queen POV

It started to cool down. Soon it would be safe to come out. The ride into the planet was rough and hot, hopefully none of my subjects were harmed, she would need them to start a nest.

She sat there for a second, before digging out, and to my dismay, several workers lay unmoving, dead. I let out a loud but sad roar, for my lost subjects. I heard a digging noise, so I looked to the source of the sound.

Three workers dug to the surface, looking at me they let out joyous shrieks and came to my side. Satisfied that I had some workers left, I gave a roar that signaled for them to bury their dead brothers.

*snap*

We all turned our gaze to where the noise came from, standing there watching us, was a yellow creature that stood on two legs, it had red hair with a bow tied in it. We stood there, staring at each other. The creature then started to back off slowly, then turned and started running, I knew what it was doing.

I gave chase to the creature, roaring as I did, it didn't take long to catch up. It turned its head, then screamed to see me closing in. I didn't want to kill it quite yet, I wanted to have some fun with it.

I jumped over it landing a few feet in front of it, it ran straight into me, causing me to grin, it saw the grin and screamed again. It wasn't enjoying this as much as me, but, I didn't care, this was fun! It raised its hands in an attempt to keep my prying eyes away. *sclick*

It screamed in pain as I cut its arms and hands with my sharp claws. It started to crawl away, can't have that happen, could I? *crunch* I bit down on its leg, causing it to scream in pain, before it passed out from the pain. Such a shame, I was hoping she would last longer. Deciding this was the first prey we have seen, couldn't pass up a meal like this.

I pocked it up with my tails, carrying it back I saw the workers were done burying their brothers. I roared once more and held up my prize, they roared as well and started digging into the ground. I took one last look around, noticing some sort of structure in the distance. There would be more of them.

Going down into the hole, I heard something making noise, almost as if they were communicating.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Riots POV

I was devastated, my house was destroyed, ponies were dead, and worse, I could hear something roaring in the distance. I noticed that others were taking note of the roaring to. Deciding to investigate, I start following the path it left.

I almost lost my dinner, as I was walking, I could see ponies either impaled by wood off to the side, or pieces of them off to the side or in the few fires that were around. Quickening my pace I made it to the outskirts of town.

I almost screamed at what I saw, something was standing above applebloom, an abomination. It looked sorta like a mutated pony, but the colors it wore made it hard to tell. I flinched when its dagger like claws flew down at her at tremendous speeds, cutting her arms and hands.

She screamed when that happened, she may have been a little far from town, but I could see the blood on her arms. She started to crawl away from the mutant, I lost it. The mutant quickly bite down on her leg *crunch* I could hear it from hear. She screamed one last time before she passed out, then I saw something come from the back of it, making me question my sanity, twin tails wrapped around applebloom picking her up.

I started to run after it, but I saw more of them. They were smaller then the first one I saw, they only had one tail, but looked almost the same, despite their size. The bigger one I believed to be their leader, because they all roared triumphantly at the sight of the pony wrapped in their leaders tail.

I was about to run out at them but looked down at where I was standing, I was standing right where applebloom was attacked, taking a step back, I tripped on a rock, trying to catch myself I fell face first into the pool of blood there. I almost puked again when I saw her skin lying there, the skin from her arm. I failed to notice that the knife I took with me was now covered in blood.

I looked back to where they were only to see a hole, the leaders tail disappearing into it. "HALT!" I froze "In the name of celeatia, you are under arrest!" I was confused about what he was rambling about, I turned my head, a guard was standing their pointing the spear he had in his hands towards me, ready to attack.

"What? What am I being charged with?" I said as I turned around, this guard was brown, had brown hair, and had the standard guard armor a Pegasus would wear. As I stood up, my knife fell out of my pocket. I looked at wide eyed, I then looked down and remembered that I was covered in blood, the guard got a little closer, jabbing the air in front of me.

"You are charged with murder, and by the looks of it, there's enough proof here." I froze again, was I going insane? No, I wasn't, that's what terrified me more. I was about to protest against this before I looked behind the guard to see a few of the townsfolk making their way over the hill. Most of them gagged at the sight before them, some gave me terrified looks, but what hurt the most, was the look of sheer terror on derpys face.

"I... I can explain"  I said to the guard, "there was something here! Something not even I have seen before, it was almost the size of a manticore, it was attacking applebloom!" I couldn't get anymore out, the guard pulled up the wooden side of the spear, knocking me out. The last thing I heard was the gasp of some one in the crowd as they saw me fall.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Jack's POV

I had just knocked out the lying murderer, his body now slump down on the ground. I looked to my right, there was some skin, just laying there. I looked to the crowd, they had also turned their heads towards the skin, some looked like they regretted it.

I was about to tell them to return home, but an orange pony with creamish looking hair, she had a stetson on her head, a look of pure terror and guilt on her face when she got to the skin. She started crying, I could probably tell why, that must be her sister. "Ma'am, I'm going to have to ask you to back away from the crime scene." I said in a calm welcoming tone, she looked at me for a few seconds, tears running down her face.

She nodded then backed into the crowd "and I would like to have you all go home, I believe you have all seen enough." The crowd started to separate as they started to walk home. I noticed two filly's standing there, one was orange with purple hair, the other was white with pinkish purpleish hair, they were crying.

I could only guess why, this was probably one of their friends. I walked over to them and knelt down, "what's wrong little ones?" I asked in a kind, and caring tone of voice

The orange one started to reply "o-o-our f-friend was... was j-just murdered!" She replied, I felt a pang of sadness rush through me. I remembered my friend died, he was only 8 when he passed, we were playing by the river, having fun messing around, then he tripped and fell into the river. I panicked when he did, I yelled for help, but none came, I looked down the river to see his small form fighting to stay up. But he was carryed over the waterfall, that was the last time I ever saw him, the terror on his face.

I came back to reality, the filly's noticed my sympathetic look. "I know how you feel, for I have lost a friend too." They both returned the sympathetic look, then they both came over and hugged me, I returned it, a tear running down my face. "Now you two better be getting home, I'm pretty sure your parents are getting worried" I said, they both nodded and started walking home.

I went over to the murderer, he was a unicorn, luckily they got stuff back at base that could keep him from use ng magic. He was black with purple stripes every now and then, his hair was all messed up, but the most disturbing part was the blood that covered the front of him. Shivers ran down my back at the mere thought of somepony committing this kind of a crime, and trying to lie his way out.

*thwoomp*

I turned around quickly, what I saw made me curious, there was a long bone like spike sticking out of a tree 20 feet away. It was long, whatever shoots that I didn't want to figure out. I picked him up, he was heavy, but I managed to get him over my shoulder as I started walking towards the jailhouse.

4: first terrors from below

Riot's POV

I woke up, my head throbbing in pain, last thing I remember is being knocked out, and hearing everypony gasp. I looked around, terror started to fill my soul, right next to me was the guard, brutally torn apart. His left arm was missing, his face was mostly there, except for the chunck of flesh missing from the left side of his forehead.

Freaking out, I quickly stood up and backed away. I stopped as I felt myself falling, "oof" I had the wind knocked out of me. I looked at what I tripped over, I lost my lunch at what I saw. Twilight was laying on the ground, dead, half of her was missing, her eyes were a mushed up glob on the ground a few feet in front of her, for a second there I thought the rest of her was nearby, it wasn't.

I walked for a little while, looking at the dead body of a pony every now and then. "Help!" I stopped dead in my tracks, "please somepony! Help me!" That voice, I know it, but who did it belong to?

My eyes went wide when I realized who was crying for help, derpy. I started sprinting in the direction I heard her voice, her pleas were getting louder. As I made it to my destination, I smiled, there she wasa perfectly OK.

As I started to walk towards her, she turned to face me, she smiled and started running towards me. Suddenly a tail lashed out and grabbed her, she screamed. Paralyzed by fear, I watched her get pulled back, then I saw where the tail was coming from, a big hole in the ground.

I started to run towards her, trying my best to keep up with the tail. She reached out towards my hand, I was about to grab her, but something grabbed me. I turned my head fast at what it was, I screamed, then leader of the mutants had me with her claws, it pulled me in closer, opened her mouth to reveal dozens upon dozens of sharp tiny teeth, ready to cut into me.

~~~~~~~~~~~~~~~~~~~~~~~~

I sat up quick screaming, seeing that it was all a dream made me smile, but that faded quickly. I looked around at where I was, I was in a jail cell. Off to my left I noticed a guard standing there staring wide eyed at me, hair standing on end, "why the hell are you screaming at 3 in the morning?!" The guard asked.

I just stared at him for two minutes, "I... I had a nightmare, a terrible, terrible nightmare" I replied honest on every word. The guard seemed to ease up a little at hearing that, but still looked at me, this time with an angry glare.

"Well your tough outta luck, we don't help me inmates with nightmares" the guard said, keeping the angry glare. I just shrugged and laid back down, hoping to get some more rest, after all, I had a lot to explain to the judge tomorrow.

~~~~~~~~~~~~~~~~~~~~~~~

Applebloom's POV

I slowly but surely woke up, feeling a sudden pain in my leg and arms I looked at them, my blood ran cold. My arms and hands were terribly ripped up, I huge portion of skin missing on my right arm, but my leg was worse, it was bleeding in several different places, the bone was sticking out a little, me leg bending the wrong way.

I tried to recall what happened but stopped, something was making its way over here. I dodged behind a pile of dead deer, bunny's, and a timber wolf. I gagged at the smell it was making, it was unbearable. I pwwked my head 'round the pile to look at the thing was coming, my heart stopped for a second. A creature that applebloom has never seen or heard of carrying a deer in its tail.

I instantly looked it over, it was q weird mixture of colors, its tail had something sticking out the tip of it, but the final detail she looked at, was its eyes. Its eyes looked unforgiving and cold, colder then the winter. She looked at it for a few more seconds, then she remembered, these were the creatures she saw at the meteor.

It stopped for a second, it looked over at where I had been when I woke up. It looked around franticly, looking for me, when it seemed to give up for a second, before a loud screech came from it.

Two more of them appeared, they all looked the same, except for a little bit of color change, they started searching all the piles. What do I do now? If they find me I'm dead. If I run they'll see me. Or... I gagged. What if I hid in the pile? Didn't have much time left to think cause one of them was heading straight for my pile.

Quickly crawling up onto the pile, I shoved my way in ignoring the pain in my leg. All was quiet, then one of their claws came shooting into the pile, stopping just inches away from my face, I almost screamed but stopped myself so they wouldn't know where I was. The claw left, I waited a few minutes, but was forced out because of the smell, it was making it hard to breath.

When I got out of the pile, I noticed they were at the other side of the room, quickly crawling to of the holes in the wall, one of them disappeared, it made me feel uneasy, but I pressed forward through the tunnel.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Scootalo's POV

Me and sweetie bell decided to go back to where applebloom had been murdered. "I I just don't understand why he would do such a thing, he was so nice at the party" sweetie said after we stood there for ten minutes "why would he do it. Maybe he went crazy after his house got destroyed? I don't know, I just miss applebloom."

We stood there for five more minutes, "come on sweetie bell, we should be heading ba-" I stopped, "did you hear that?" I asked sweetie bell, she shook her head. Then I heard it again, it sounded like dirt was falling down.

"I think I heard it that time scoots" sweetie said and sure enough we heard it again, this time sounding louder, it was straight ahead of us. "We should go back now, I don't wanna know what's making that sound" sweetie said a hint of fear in her voice.

I walked forward a little, I looked ever the grass and gasped, there was a giant hole in the ground. I waved for sweetie to come over, she hesitated, but came over, she also gasped at the sight of the hole. We stared at it for what felt like an eternity, then the unexpected happened.

A strange creature crawled out of the hole, we both screamed then ran, we heard it roar, it was giving chase. We ran faster then we've ever run in our whole lives, I looked back, it was gone.

I looked over at sweetie, she saw it was gone too. We stopped to take a break, "wh-what was that thing?!" I asked still out of breath from running, "I've never... Seen anything... like it in my whole... life!" I said in betweens breaths.

Sweetie was about to say something, but then she screamed. I turned my head to see what was there, nothing, I looked back at sweetie bell, my heart stopped. One of sweeties legs was in the ground, I could see the claw that grabbed her leg.

I rushed over to sweeties aid, I started to pullbher in hopes of getting her out, but to no avail, she was waist deep in the ground, tears streaming down her face as she screamed. I kept pulling, my hands were getting sweaty, my hands slipped and sweetie sank into the ground, a look of pure terror on her face.

I stood there for a minute, staring at the hole, "sweetie bell?" No answer "SWEETIE BELL!" I yelled, no answer, I was crying now, crying harder then I've ever cryed before. I was there for what felt like an eternity.

"Hello? Anyone out there?" I heard someone yell, I was still crying, not even botgering to look in the direction of the voice. "I can hear you crying, do you need help?" The voice called again, closer this time, I decided to answer it.

"O-over here!" I called out, waiting to see who was calling out. After a minute or so fluttershy popped out from some tall grass, she saw me crying and hurried over.

"What's wrong scootalo? Are you hurt?" She asked in a caring tone of voice.

"S-sweetie b-b-bell, she got p-pulled into that hole!" I said, I continued to cry. Fluttershys eyes went wide when she heard this, she looked over at the hole.

"Is it that hole?" She asked as she pointed at it, I nodded. "Oh no, I hope she's alright. You stay here while I go down to get her." I looked at her, and nodded.

She started to walk over to the hole, she looked down trying to see how deep it was, "be c-careful! T-there are wierd m-monsters down there!" I told her, she nodded then started to make her way down.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Applebloom POV

I was crawling through tunnels as fast as I could, the exit has to be around here somewhere. Despite how long the creatures have been here, they had a lot dug out, I've already gone through five rooms and seven tunnels.

I was starting to get worried, what if I couldn't find the way out? What if one of them caught me? I shrugged that off, I will find the exit, I just have to keep looking.

*sweetie bell* I stopped, did I just hear somepony call out sweeties name? *sweetie bell where are you?* came the voice, it was really quiet, sounded far away, *sweetie bell if you can hear me, yell so I can find you!* it was getting quieter.

"OVER HERE!" I called out hoping whoever this was could hear me. I heard something, I started to freak out, was it a pony? Or was it one of the monsters? It got closer, I closed my eyes, waiting for one of them to get me.

"*gasp* applebloom?" I opened my eyes and looked up, fluttershy was looking at me wide eyed "everyone in town thinks your dead!" She almost shouted, I smiled.

*grrrrr* we snapped our heads in the direction of the sound, there it was, the large one that had attacked me. I screamed as flutterhsy picked me up and started running, it gave chase.

"The exit is over here somewhere!" Fluttershy yelled, "if we're lucky we can make it out of here!" I was scared, the thing that almost ended my life was chasing me again, this time, it was chasing two.

I could hear it getting closer, closer, I looked back, it was only a few feet behind. Fluttershy gasped as we both fell down, I looked back again, it was about to bite down on fluttershy! "FLUTTERSHY!" I yelled, she looked back at it. Fluttershy screamed as she rolled out of the way, it missed her by inches.

Fluttershy picked me up again, she was now going at a full sprint, putting as much distance as we could between is, and it. *whoosh* I heard some wind and felt a draft, we were almost out.

"We-we made it!" Fluttershy said, she started flapping her wings, I felt fresh air enter my lungs as we made it back to the surface, i started to drift off into sleep, I was exhausted.

5: all hell breaks loose

Fluttershy's POV

I had just saved applebloom, from a terrible creature. I was having a hard time smiling, where had it come from? Was it hiding somewhere in the ever free forest? No, it couldn't have, we would of known of it by now.

As I got out of the hole, I looked at where I left scootalo, she had stopped crying, she gasped when she saw who I was carrying out. "Is tha- but I thoug- APPL-!" I placed a finger over her mouth before she could finish.

"You gotta be quiet, she's sleeping right now." Scootalo looked down, seeing that applebloom was asleep she nodded, understanding that her friend had been through a lot.

"But, wheres sweetie bell?" I remembered why I had been down there, I was looking for sweetie bell.

"I didn't see her while I was down there" I said, gaining a sad look from scootalo, "here take applebloom, I'm going back down to look for her" I said while holding applebloom towards scootalo.

"OK, but be careful, those things are still down there." Scootalo said as she took applebloom, I started my descent, back to where these terrible things roamed.

I was back down in their lair, checking the tunnel real quick, nothing, I was in the clear. i stqrted to walk through the tunnel, i saw a fork in the tunnel up ahead, shpuld i go left, or right? I decided to go right, hopefully this was the correct choice.

I walked for ten more minutes before the tunnel opened up into a huge room, I almost fainted, the room was full of dead animals, all stacked in piles.

Poor things, they probably didn't stand a chance against these things. I started looking around, the smell of blood flooding my senses, if I would find sweetie bell anywhere, it would be where there food was.

I looked through a few piles, I saw predators and prey, they were either cut up, or had a spiked bone sticking out of them.

I looked left, I saw a manticore, it had a lot of the spikes stuck in him, he was dead. Anything that can take down a manticore when their smaller then it, they're something to be feared.

*drip* something wet landed on me, I wiped it of me, it was blood. I looked up, I made a breathless scream, sweetie bell was being pinned to the roof by four spikes, two in the arms and legs, she was unconscious but alive.

As fast as I could I flew up there and started tugging on the spikes, they hardly even moved, I knew I had keep a look out while I did this, so I looked around every now and then.

The first spike came free, it fell to the ground, *clank* I looked around, hoping none of them heard that, they hadn't, I went to work on the second one.

This one wiggled out easier, it fell to the floor, *clank clank* it hit the other one, this time, I heard something moving around. If I want to get out of here with sweetie bell, alive, then I would have to hurry.

I started wiggling again, its too slow. I had an idea, I didn't like it but it was faster. I started to pull sweetie bell down, over the spikes, she woke up, screaming because of the pain, I put a hand over her mouth, stopping the noise she was making.

*woosh* *sclackt*

I screamed in pain, something had just gone through my leg, I looked down, a spike was in my leg. I looked around, trying to find out what could have thrown it at me, I saw one of the creature. There was no point on this ones tail, but something was wrong, something was coming out of the tail, it was another spike.

I hurried, I pulled sweetie bell down a little faster, I could see the tears in her eyes. I kept her from screaming, just to keep from attracting anymore of them.

*woosh* *sclackt*

I screamed again, another one had gone through my arm. Sweetie bell came loose from her spot, catching her, I started flying towards the exit.

*woosh* *poof* it missed and flew straight into the wall of dirt that was next to us, it flew right past us too.

We were in the tunnel, I could hear it coming after us, getting closer as it did. I looked back real quick, it was almost completely caught up with us.

I looked forward again, we were at the turn to the exit, we were going to escape! I looked right as we passed the tunnel that was to the left, another one was coming.

I grit my teeth, I had to get out, for sweetie bells sake. Ten feet, seven feet, five feet, three feet, we were going up, we were returning to the surface.

~~~~~~~~~~~~~~~~~~~~~~~~~~~

Queen's POV

I was feasting on a four legged creature, it was brown with a white belly, it had bones growing out of its head, this one was big, fit for a queen.

One of my workers came into the room, I looked at him. "Craaa, cra, crrrr, raaa!" "My queen, the white one. Escaped!" I roared in annoyance, that's the second one that's escaped.

It was now or never, they will know about us, they will get rid of us. "RAAAAAAAAAA!!!" I called to my workers, they all got there and lowered their heads, they knew what was going to happen.

I felt sorry for them, they know what's going to happen, they don't run, they don't hide, they just wait. I know that they are going to feel it, all of it.

I picked up one of my workers. I bit down on his head, he screeched in pain, I wanted to do it faster, but I couldn't. I continued to eat him, his blood flowing down my throat, I felt more power.

30 minutes later.

I had eaten all my workers, I felt power flowing through me, I needed more. I rushed to the area where all the prey was stored, I looked at how much there was.

I started to devour the closest pile to me, devouring it in a matter of minutes, I moved onto the next, and then the next, and then the next, until I was upon a big creature, it took me a while to eat this one.

Power was threatening to burst me to pieces, it was time, time to become the master of my species. Time to become, the master queen.

Eight more tails shot out of me, I could feel my skin ripping as I grew, my teeth grew longer, bigger, I felt something inside me that I never felt before, sometging that I knew I would use.

I grew two more legs, I was still growing, I almost reached the top. *spleeeckt* my old skin blew off me, my new skin settling in, it was harder then before.

I roared with glee, it was time to kill these things, before they could kill me, I felt the wall, I could feel them waling around from here. I started digging, knowing this was the day, my nest would grow.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Derpy's POV

We were sitting in the court room at town hall, Riot was about to be judged. *clang clang* "ORDER IN THE COURT" everyone went quiet "thank you, now you all know why we are here, we are here to judge Riot Gunner, for years murder of young applebloom." Everyone looked to be here riot was, he was sitting there, twiddling with his thumbs.

"Now will the first witness come up to the stand." The guard from last night started to walk up to the stand.

"Your honor, permission to speak?" The judge nodded his head, the guard got up onto the stand. "Last night at the scene of the crime, I found mister gunner there, covered in appleblooms blood. He looked as if he was about to run, so I stopped him, when he turned around and saw me he stood up. When he stood up, this knife fell out of his pocket." He said, he pulled out a bag that held the knife, still covered in blood.

"Alright, what do you say in your defence, mister gunner?" The judge asked.

"I'm telling I'm innocent! I've only been here for two days, why would I murder her when I hardly knew her?" Riot said, in a stern but calm voice "I know what happened to her! Just let me explain!"

*clang* "we will hear no more about you explaining what happened, we don't believe anything about these mutants you speak of, they are things out of a horror book!" The judge said, silencing riot.

The doors to the court room flew open "wait your honor! Riots innocent!" We all looked towards the door to see fluttershy standing there "i got the evidence, I could show you, if that's OK with you of course." She blushed, probably cause she just interrupted the session.

"Evidence? Bring it in!" The judge said.

"OK, I'll bring her in." Did she say her? Maybe I'm just hearing things. Everyone gasped, applebloom was walking in with crutches, it was obvious she had a broken leg. I took a second to observe, I also noticed fluttershy had bandages on her arm and leg.

"Applebloom! Oh I'm so happy to see you!" Applejack came running through the crowd, slowing down as she got closer to her, she gave her a hug.

"Its OK sis, I'm ok" applebloom said as she hugged her back. We could hear applejack crying with joy, she just got her sister back.

"Where was she? We need to know" the judge said.

"I was attacked, by a monster" applebloom said after applejack backed out of the hug "it lives underground, there's four of them, one bigger then the other three" was I hearing correct? Did he say theres a monster underground?

"I see, due to this new evidence, Gunner." We looked back at the judge, riot was standing before him, a smile on his face. "I guess we have to believe you now, all charges against you have been dropped" I was so happy to hear this, riot was innocent!

"Thank you your honor" riot said and did a quick bow. "I promise you will never see me in here aga-" *RAAAAAAAA* the room shook, simething was roaring, and it didn't sound pretty.

A small mound started to form in the floor, *crack* something broke through the floor. It was long, it had s sharp bone at the end of it, it seemed to be looking around. *crack crack crack* nine more tails burst through the floor.

"THEIR HERE! EVERYPONYGET THE HELL OUTTA HERE!" Riot yelled at the top of his lungs, suddenly he tails started lashing around, pony's were getting tossed everywhere by them.

Everypony started screaming, I looked around at the chaos that was unfolding, pony's were being tossed everywhere, some were being drug down holes the tentacles came out of. One was heading straight for me, I flew out of the way quickly.

*chunk* it smashed into the pole behind me, it pointed at me *whoosh* *splackt* I screamed in pain, the point had hit my wing, I fell. I looked at it, something was coming through, another point came out, I got up and ran.

~~~~~~~~~~~~~~~~~~~~~

Riot's POV

It was hell here, pony's were either dragged underneath, or bleeding from wounds. The mutants were on a rampage, destroying the room. I looked to my left, the judge had conjured up a magical warhammer.

The judge charged at a tail. *crack* a giant mutant jumped out of the floor, this one was bigger then the other ones. It turned towards the judge, he had stopped his charge when it busted through.

It closed its mouth, its throat started to grow big, *bleaagh* it puked all over the judge. I could hear him screaming, he melted into the floor, dead.

The puddle of puke staryed to move, it was coming back up. The puke started to gain color, it was another mutant, one of the small ones I had seen the night before.

It dawned on me, anypony this thing pukes on, becomes a mutant. I had to get as many pony's out as I could, it wouldn't be that hard, everypony was already heading for the closest exit, windows the doors, even through the walls!

I started running around it, *slam* I went flying, it hit me with one of its tails *crack* I felt a rib break when I smashed into the wall. I looked over, it was getting ready to puke on me.

I rolled out of the way, just barely escaping its puke. I got up as fast as I could, jumping over a tail that tryed to knock me off my feet, I made a mad dash to the window.

I jumped out *whoosh* *splackt* I landed of my face, something hit me in the foot, I looked at it, a spike was sticking out of it. Walkings no good now, I would have to crawl, "RIOT!" I looked up, derpy was flying down to me.

"I'm going to get you out of here OK?" She said, I nodded. She picked me up, "when this is over you have o loose some weight!" I laughed, that's the first time I've been told that, I looked back, the courthouse had been destroyed now.

"Where are we headed?" I asked, I felt sorry for everypony else, I could see them, getting pinned in the back by spikes, puke puddles turning into mutants, and pony's being dragged into holes.

"We're heading to canterlot, twilight told me to tell as many pony's as possible to go there" I looked at her wing, it was bleeding.

"Are you OK?" I asked, seeing her struggle on staying airborne, "that wound on your wing will get worse if we keep going like this!" She looked at me.

"I'm OK, I'll be able to get halfway to canterlot before we have to walk" he said, I nodded understanding her plan, I just hope this doesn't hurt her wing too much.

~~~~~~~~~~~~~~~~~~~~~~

Twilight's POV

We just barely made it, the train started going, we were on our way to canterlot. I looked out the window, I saw derpy flying away with riot in her arms.

"Spike, get a letter ready for me" I told him, I had just enough time to get him out of the library before it was destroyed, owlilicous had been shot by a spike as we were heading for a train.

"On twilight, I've got it right here!" Spike said, he didn't know what had happened, I cast a spell that prevented him from hearing the screams of ponys as they died.

"Dear princess celestia, we have had a terrible attack at ponyville, I have instructed everypony to evacuate to canterlot, I fear the worst is not here yet, we have to prepare. Your faithful student, twilight sparkle.

"Uh twilight, what do you mean by attack?" Spike asked before sending the letter, "I didn't hear anything when you got me out of the library? Is something bad happening like, ZOMVIE PONYS?!"

"No spike there are no zombie ponys, I've told you that before."

"OK twilight, but your going to have to tell me what's going on when we get there, I'm getting back to my nap." Spike played down on the bench, he started snoring in a matter of seconds.

I was happy yo see he was OK, he was like a son to me. "Twilight" I looked to where my name had been called " did you see sweetie bell and her friends get on?"

I saw who was asking me, rarity, applejack, And rainbow dahd were standing there, "don't sorry I saw them get on the train with ms. Cherilee."

"Thank goodness, I wouldn't know how I could live if in lost her again" applejack said

"Yes, plus I still have to teach scoots how to fly faster!" Rainbow dash said, three months ago she adopted scootalo, it was a dream come true for her.

"Well that's good new twilight, I'm pretty sure we can find them after we get there." Rarity was happy to hear sweetie had made it on.

"Wait, where's fluttershy?" I couldn't halo asking, I didn't see her get on.

"Over here" I looked over to the right fluttershy was walking towards us, I was happy to see she was OK, "I was just sitting over there." She pointed to a seat towards the end.

"I'm here too!" Pinkie popped out of no where, she wasn't there a second ago, but of course, don't question pinkie. Her hair was a little deflated "I'm glad to see your all OK!"

"We're glad to see you too pinkie." I said, all.my friends were here, I could relax. "I'm going to take a nap now, in exhausted." I yawned

"OK sugarcube, we'll wake you up when we get there" applejack said

"Thanks gals, I wouldn't know what I'd do without friends like you" I closed my eyes and fell asleep.

6: refuge?

Riot's POV

I woke up, I almost screamed, I had another nightmare about the mutants. No, its not real, she's sleeping over there.

I started to remember what happened yesterday, all those ponies, slaughtered before my very eyes, and I could do nothing.

We had stopped halfway to canterlot to rest, I took care of derpys wing, it could've been infected, luckily it wasn't. I was glad I remembered my dads medical lessons, a cold shiver ran down my spine.

I never wanted to remember my parents, it only brought pain and sorrow, I was young when it happened. I have to get my thoughts off them.

"Hey derpy, you awake? Or do I have to wake you up?" She grunted then rolled over "I'll take that as a no" I took a deep breath, "DERPY WAKE UP!"

"Wha?!?! What's going on?!?!" Derpy said as he jumped to her feet, I started laughing, I couldn't help myself, it was too funny. "Ha ha, very funny" derpy said in a sarcastic tone, "you could've just shook me a little"

"I'm sorry, I couldn't help it, I knew you would be surprised, so, I surprised you!" I said, calming down after my laughing had ceased, "besides, I didn't know that shaking you would work"

"OK fine, you get off the hook this time." Derpy said as she stood up "so are we going to go to canterlot or not?"  She said as she started walking in the direction of canterlot.

I followed, after all, what other choice did I have? Waiting out here for one of them to come get me? No, I wouldn't allow that, besides, I had to make sure she was safe.

(One hour later of quiet walking)

"We've been walking for a while now, how much farther do you think it will take to get to canterlot?" I asked, breaking the silence that consumed us.

"About an hour or two more and we should be able to fly up" she replied, I nodded. "So, are you worried about them?"

"Who?" I was confused, who was she talking about?

"About your parents, you never know how far those things could go in a few days.) It felt like a daggeer had been shoved through my heart, I didn't want to remember that fateful day.

"I-i, don't want to talk about them" I said as I lowered my head a little in sorrow, "I'll tell you why later, its something I don't like to talk about"

She gave me a confused look, then she looked down to. "I'm sorry, I didn't know"

"Its OK, most ponies don't." I replayed, lifting my head up and looking at her, "I'll tell you when it feels like I should tell somepony" she looked up at me, a small smile appearing on her face.

"Ok" she nodded her head, then we looked at the path ahead, hopefully celestia will know what to do about these creatures.

~~~~~~~~~~~~~~~~~~~~~~

Twilight's POV

I woke with a yawn, I had been asleep for a few hours. I looked out the window next to me, we were almost to canterlot, hopefully the creatures didn't know about canterlot.

"Twilight your awake!" I looked over to my left, rainbow dash was sitting there scootalo asleep right next to her, "you were snoring, and it kept a few of us from sleeping!"

That couldn't be true, I've never snored before, maybe it was just because of the way I was laying down. "Sorry rainbow, maybe it was because of how I was laying down."

Rainbow nodded, obviously convinced, "yea yea, whatever, you woke up just in time, we're almost there" rainbow said pointing out the window.

Canterlot was just a mile away, wouldn't be long till we were safe, for now. Its only a natter of time before they found their way here, hopefully they wouldn't take too much notice and just leave us alone.

*belch* I looked over to my right, "twilight, you got a letter!" I took it from spike and read it "so, what's it say?"

"It says, dear twilight sparkle, what do you mean by attack? Was it a pack of Timberwolves? Or an angry manticore or two? We would like to know this information as soon as possible. We also have a few rooms set up for you and your friends, and the citizens of canterlot have agreed to house any ponies they can fit in their house. Sincerely, princess celestia."

"So we're going to be in the castle? AWESOME!" Rainbow said, being careful to not wake up scootalo.

"I guess so." I looked out the window, we were pulling into the station, safe at last. "Alright everypony, let's get to the castle and tell princess celestia about those creatures back in ponyville." My friends had gathered around me.

As we stepped onto the station, I took a second to look at everypony else. Some were cut or bruised, there were the occasional that had a spike hole in them, or spikes still in them.

"Oh my goodness! I didn't know it was that bad!" Fluttwrshy said as she looked at everypony else, I looked at her, I gave her a reassuring smile.

"Don't worry fluttershy, we'll take care if them" I almost jumped, I turned around, there was a doctor standing there, "princess celestia had us set up a medical tent over there" he said pointing over at the medical tent.

"Thank you doct-"

"The names Sheldon" he said after interrupting me.

I nodded "thank you Sheldon." I said then we waved goodbye and started making our way to the castle.

(Thirty minutes later)

We arrived the castle, guards stood at attention. "Miss sparkle, princess celestia is waiting for you in the throne room" one guard said before opening the gate.

"Thank you" I said, we continued. We were making our way to the throne roomroom.

"Twilly! Its so good to see you!" I looked to my right, shining armor was making his way over.

"Oh shining it's good to see you too!" I said as I walked over to him and gave him a hug, "things have been so weird lately"

"I know, I heard what happened in ponyville, I'm going to be leading a patrol through ponyville, hopefully to get rid of the threat." My eyes want wide, he was already going to be leading a patrol against an unknown enemy?

"B-but shining, you don't know wh-" I started saying before he silenced me.

"You didnt let me finish" he said with a small chuckle "we're going to get as much detail as possible before we go, you should let me finish my sentences before you say anything" I blushed.

"Sorry" I said he just laughed

"That's what makes you the best sister ever. Now, weren't you going to see the princesses?" He asked, then I remembered why we were here, I guess I got a little too distracted when I saw shining.

"Your right, it was nice seeing you again" I said "bye" I waved as we started to walk off, the princesses were probably tired of waiting by now.

We continued our journey, waving to the occasional guard or pony, then we made it, the throne room.

As we walked in I saw princess celestia talking to princess Luna, celestia turned her head towards us "hello there twilight, I see your friends made it out OK."

"Yes we're all fine, thankfully" I replied, then the princesses started walking toward us.

"What is this enemy you speak of? What has forced so many ponies out of their homes?" Luna started "we have been most curious ever since we got your letter about the evacuation"

"Its something I've never seen before, it has lizard like claws, its skin was hard from the looks of it, and its eyes" a cold shiver ran down my back "they felt like they were cutting your soul to pieces."

The princesses stared at me, blank expressions riddled their faces, it stayed like that for a minute or two. "That... sounds like nothing I've seen before" celestia said.

"How big was it?" Luna asked

"Probably a little bigger then a manticore" the princesses eyes went wide

"Anything else we should know about it?" Celestia asked

"It has ten tails, that shoot spikes of death. But, the way they make more." Celestia raised her eyebrow at that, I blushed "n-not like that!" I said waving my hands frantically.

"Well, if its not that then what is it?" Celestia said, becoming serious once more

"It pukes, if the puke ingulfs living flesh, it melts. But then, I still don't understand it, another one pops out of the puke, only these ones are smaller then the first one I saw." Celestia and Luna's jaws dropped, they stared wide eyed at me.

"This is serious, we need to do something about this. Shining armor!" I turned around, I never noticed that shing was standing a few feet behind us.

"Yes celestia?" He asked

"Make sure you have your best stallions with you, this threat is extremely dangerous!" He nodded, "you were listening to twilight, right?" He nodded again "good, tell that to the ones you take with you." He saluted then made his way to his men.

"We need to get prepared for this sister, and we must do it fast!" Luna said to celestia

"I understand, but first I am sending messangers out to the other cities, so that they may know of this threat." Celestia nodded to a few messangers that were standing off to the side.

*be careful! You don't want to hurt your wing again, do you?* I heard voices, I noticed that celestia and Luna were searchimg for the source of the voices.

*sorry, I thought you had lost a little weight from the walk* the voices were getting closer

*haha, very funny, now look out for that window. Oh crap* we all looked over to a window that had a shadow growing on it

*ow my wing! Hold on, we're going to crash intothe window!!* celestia dashed over to the window and pulled it open with her magic.

"LOOK OUT!" Celestia dived out of the way as riot and derpy came crashing through.

*THUD* that didn't sound like they had a nice landing, "HA! WE'RE ALIVE!" Riot said as he bolted up from the ground "I'm only flying when you have better wings" he said

"Well its not my fault my wing got hurt, AGAIN!" Derpy responded in a slightly agitated voice.

"OK, maybe I do need to lose a little weight" he said chuckling a little, I couldn't hide the laugh any longer, this was just to funny "what's so funny? Is something wrong with my hair?"

"No, it looks the same" I said still laughing a little inside "its what you said"

"Well maybe I should be careful about what I say around you then" he said, in a very serious tone of voice

"Well get on with it, you wanted to talk to the princess about something, nows your chance" derpy said, she also gained a very serious tone of voice.

"Alright but first let's get aquantied" he said

(Half an hour later)

"And that's about it up to this moment" he said, he had explained how he got here, what he saw, and how derpy needed medical treatment for her wing.

"Well, that certainly explains a lot" celestia said, soaking in every little detail.

"Yes, and now onto what I wanted to speak to you about." He cleared his throat, shifted his position a little bit, then spoke, "nopony is safe here, we have to go somewhere else that's easier to escape from"

We all just stared at him, was he going insane? Canterlot is one of the safest places in all of equestria, what makes him say differently.

"I assure you mister gunner, canterlot is safe, we got the army here, the finest guards in all the land, me and Luna could easily cast a shield around the city, what makes you think there's a flaw?" Celestia explained

"Number one: we're on a mountain with only one way out for unicorns and earth ponys. Second: they could take us by surprise, they are pretty smart. Third: if you two die then what becomes of everypony?" Riot said, celestia took this rather well, amazingly.

Celestia stood there, thinking about what might happen if they evacuated now, and what might happen if she waited here for them to come.

"Your right"

"WHAT!?" Luna yelled "we are safe here, we have alicorn magic, we could take them on easily!" Luna said, obviously angry with her sisters decision.

"Don't worry Luna, we are evacuating to the crystal empire, the cold night be to much for them." Celestia said "besides we could always take the research with us"

"Uh, what research are you talking about?" I couldn't help but ask, my curiosity was burning me up.

"Research on a new weapon, the scientists have come up with the name of it, don't know what they called it though" I was amazed, a new weapon, what would be the name of it?

~~~~~~~~~~~~~~~~~~~~~~~~

Luna's POV

(Twelve o' clock)

It was dark, but not to dark for me, I was the princess of the night after all. I was told by Tia to make sure nothing unknown of approached the city, the evacuation was tomorrow, when the citizens heard of it, they panicked a little, I don't blame them.

I was getting a little carried away with my thoughts, i hardly even noticed that I was flying towards ponyville. Gotta turn back, don't want to get attacked by them, after the report that shining armor gave us.

A cold shiver ran through me, he said his men were sniped down by them the moment they stepped into ponyville. He said he could think of nothing else, so he teleported himself and three other guards back.

We were lucky shining armor wasn't killed, if he was, then we would have problems, a lot of problems. *whoosh* something wizzed past me.

*whoosh* another one, then I saw it, a bunch of the supposed mutants were making their way to canterlot, three stopped to take shots at me.

My heart was racing, they were going to kill thousands of innocent ponys, with no reason at all *whoosh whoosh* time to get out of here.

I quickly zapped one of them, it seemed hardly fazed, I teleported back to the castle. I started running to Tia's room.

"Sister! They are coming! We must act fast! For the sake of our little ponys!" I shouted into her room she instantly dashed for the door

"How close are they?" She asked as we started hurrying to the bunker were the guards were.

"About three miles out" I responded

"How many?"

"About ten, and magic does hardly anything to them" Tia froze when she heard this

"Did you attack them?!" She almost screamed at me, I was terrifyed.

"Y-yes I did, but i-i was attacked first!" I quickly said back.

"OK, hurry we must evacuate everypony, go wake the element bearers." I nodded and started walking off towards their rooms.

(Half an hour later)

"Alright, as you have been told, the enemy is on their way, we must evacuate as many ponys as we can. Is that understood?" Tia said, the guard standing at attention.

"Yes ma'am!" Shuning said back,

"Alright then, start with the reader closest to the castle and work your way out, go now!" Tia said, the entire guard saluted then quickly set off to grab their weapons.

"Hopefully we don't have to many casualties." I said, knowing they would be here before we evacuated all of canterlot.

"Same here Luna" twilight said "I can't bear to see anymore ponys die"

Everyine else in the room nodded, visions of he last war flashed through my head, so many lives were lost.

"Alright, let's get geared up, riot" celestia said, riot stepped forward "I want you, miss hooves, and the element bearers, to follow me and Luna to the research facility"

"Yes ma'am" he responded with a nodnod

"Good, now let's go" we started our journey to the research facility.

(One hour later)

"But princess! The research is not 100%!" Doctor Sheldon said

"Is it complete enough to shoot?" She asked

"Well, yes, but the head gear isn't done yet!" This could be serious, the head gear was the only thing that ensured ammo for the weapon.

"You can complete it in the crystal empire, for now we will deal with loading the clips manually" Tia said, Dr. Sheldon just stared at her for a second

"Fine fine, follow me for the guns!" Guns? Oh that must be what they named the weapon.

"You call them guns?" Tia asked, I was tempted to ask as well.

"Why is an egg called an egg?" Dr. Sheldon asked

"Because it was named that?" Rainbow spoke up

"Precisely!" He convinced me, that was all I needed to hear.

We walked for a few more minutes, this time in silence, the only thing we heard was researchers frantically getting their research out as fast as possible.

We walked into a big room,i was transfixed on the guns, try sparkled so beautifully, I looked around, researchers were packing important research, leaving small not as important research behind.

"Here are the guns" Sheldon said, "let me show you how they work, pull this trigger and it shoots, to reload press this button to release the empty clip, then shove another clip in, make sure you pull this backwards after you load another clip. Or else you won't shoot anything." He said, making air motions to demonstrate the way it works.

"Thank you sheldon,make sure you get the rest of the gun research, we're going to need it" Tia said, Sheldon nodded and started getting stuff into boxes.

"The ammo is over there, make sure you grab the ammo spell, its not done, but you may be able to complete it." He said as he finished packing, "I wish you all the best of luck. Goodbye" with that he left.

(Ten minutes later)

We were fully geared and ready to go, we found some armor to protect ourselves. We were going to kick this mutants flank, and it wouldn't even know it.

"Alright we'll split up into groups, twilight your with me." Tia said

"OK princess, you can count on me!" Twilight said

"Luna, who will you take with you?" Tia asked, I looked around the room, who would I take?

"Luna, take me!" We all looked over to the door, somepony was standing there, the shadows covered him.

1: prologue

Today was like any normal day, fillies returning home from school, parents having fun with their kids, walking around town having a good time. Everything was normal, everything was perfect, and a new stallion was moving in, his name is Riot Gunner.

He was black with some purple stripes every now and then, his hair was a bit ruffled giving him the look of a homeless pony, he also had a horn atop his head. He had planned on moving into Ponyville for a few months, and his new life was about to begin.

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Meanwhile: it was cold and freezing in space, but that didn't bother them, after all they were abominations that were born in space.

They were red-ish with some hints of yellow, green, brown, and black, they had long tails with needles sticking out, they had long lizard like claws, small but sharp fangs ran along the insides of the mouth, dozens of them, they also had terrifyingly dark, soulless eyes that could pierce anyone, or any things very soul. They weren't called anything, for they were just born on this infernal rock, floating through space.

Then out of the blue the queen of these abominations let out a blood curdling roar, catching all of their attention, then looked where she looked. They were heading straight for a planet, and fast. They all started to dig into the rock, making themselves scarce, waiting to enter this planet, and infest it.