Fluttershy was in what felt like complete darkness, unaware of her body or anything else. Yet something felt like something was there beyond it all picking through her mind and it was terrifying. There was nothing, just silence. She forced up old memories to stem the tide of the infinite space: her time in flight school with Dash before she dropped out, when she got her cutie mark, the first time she met Pinkie Pie. Yet as she remembered more and more, her memories got foggier and less solid. The faces on some of the ponies now had taken on a blurred or misty shade, and some of them parts were just gone, replaced by the shadows as her memories were diluted into vapor before her. It got more and more oppressive and she could feel her entire self being overtaken by the crushing eternity that stretched out in every direction around her, until from nowhere she heard loud pounding.

Like hearing someone tapping the glass on a fishbowl, but louder and more profound. After a few moments, she heard muffled yelling and crashing. She then saw a light, far above her and beaming down on her head. She flew toward it as fast as she could. Her wings felt like they were flapping in jello and it was so hard to move them, but she forced herself to strive onward and upward to the light. It was almost as if she could feel the spatial iniquity closing in behind her like some predator that was in the fabric of existence itself, she forced herself to fly faster, and faster, letting the perfervid emotion pour all her terror and zeal into each stroke of her weightless wings. The voices and crashes were getting louder, as she approached the light until it was almost blinding. Then there was a loud boom, and she woke up.

Fluttershy found herself on a cold, wet floor, made of some kind of metal. Her eyes opened slowly as she found it was bright, making it painfully hard to see. She tried to breathe in and choked as she did so. Finally noticing some kind of strange device on her mouth and nose, she immediately jumped up and jabbed at it, trying to pull it off. Finding herself covered in gelatinous material that made it difficult to fly. She smacked into two of the walls in panic and finally slamming hard against the ceiling then crashing down onto the floor as the apparatus was ejected from her body and bounced to the floor, its tiny arms flailing trying to find the subject it was attached to and the tubes that were down her throat writing around. Fluttershy gently reached for the space where she was sure the pain originated from, intending to stop the bleeding and the pain, if possible. When she reached up to feel it, there was only a little blood but the wound had gone, healed over.

“B-b-b-ut.. h-how?”

She was shaken from her confused state as a pony trotted over to her and placed a hoof on her shoulder. He looked like a strong, young stallion, large muscles and a nice brown coat with some kind of shadowy mask as his cutie mark. His face displayed a mix of command and urgency while still somehow seeming concerned for her well being, but not why he cared. Fluttershy was torn between shocking terror along with an awe filled stupification. He had some apparatus on him he had never seen before, a saddle with two strange black metallic barrels on them with lots of flashing lights. Fluttershy saw his mouth moving, but she couldn't understand what he was saying. Due to lack of sudden nervous system overflow she was unable to parse the massive influx of information. Her brain reacted by slowing everything down and shutting off senses to compensate, making the stallion voice was muffled and in distinguishable. He then took her and shook her back and forth, forcing out the jelly-like material clogging her ears, he was yelling in her face.

“Fluttershy!! Come on, we need to get out of he-”

He never got to finish his sentence as a large shiny steel claw-like object had impaled him. It glowed with dim light, and the blood and sinew that caressed its surface boiled and sizzled. As the light grew brighter, the pony's face contorted into a horrific grimace and then a burst of light sent him into thousands of pieces. Suddenly she was drenched in a warm, sticky ooze that was familiar in the horrifying sense. She willed her body to move, begging it almost, but it lacked the capability to respond. A sickening spasm of violent nausea ripped through her gut causing a rapid ascension of liquids from within, all attempted to evacuate from her bowles . Fluttershy's eyes burned from looking at the bright light, but she refused to blink even as the thick variety of viscous fluids and shattered bone slid into her soft pupils. Looking past where there was once a strong male colt in front of her was now all but pink mist and gore strewn across the cold metallic walls, now, with the steaming spattered remains splayed across the formerly immaculately shimmering metal surfaces of the room. What took his place shocked her even further: A cybernetically-altered mare. Her prismatic mane and her cyan coat were marred by deep shades of glistening red and pink. This familiar pony was covered in gore, which made it all the more difficult for Fluttershy to recognize her.

However at the time it was not her chief concern as shock stacked ontop of awe and her mind almost ceased functioning. Having never seen another pony die before, Fluttershy was immediately beset with unfathomable terror. Submerged in a raging sea of emotions and shock. The mare, hovering about Fluttershy, observed her with one ruby red organic eye; the other was silver, glowing with a red light surrounded by green in a circle glimmering with an unearthly metallic sheen. Averting her eyes from the viscera-coated mare to the floor. Suddenly it came to Fluttershy’s attention that her whole body was covered to some degree by mechanical devices. From forehead to flank Rainbow Dash was covered in metallic implants and with some kind of claw radiating heat and energy from light sources inside, the entire hoof humming with energy. Fluttershy sat there, cold, shivering and terrified. The Metal eye projected beams of light, one horizontal and one vertical, moving over Fluttershy until the mare spoke.

“Subject 06-1314 located. Status: BPM: 81, Neural Activity Indicates Terror.... No cybernetic implants found... No Synaptic Regulator Found...”

As soon as it spoke in its warped and robotic monotone, memories flooded back to her of the pony’s identity: A daredevil whose flight capabilities that had not been rivaled that of anypony in Equestria. A close friend that had always been there for her, loyal and strong.

“Rainbow Dash? Is... is that...”

Before Fluttershy could finish, the creature that inhabited Dash's body responded.

“Subject 06-1314 making conscious attempts to communicate with this unit. Scans and evidence prove conversion incomplete. Diagnosis of Subject 06-1314: Rebel. Action to be taken: capture, assimilate. Priority one: Activate all units in area.”

As the altered Rainbow Dash bolted toward Fluttershy. The frightened mare didn't even have time to think as her gut instinct kicked in and she flailed and screamed. However, it was far more than a scream. As soon as she uttered a single sound, she felt a burst of energy and static casing her hair to violently bristle. Then it all shifted toward her mouth and out from it came a massive beam of some sort. It was foreign and destructive in nature as it completely encompassed the hostile Rainbow Dash. When she opened her eyes, she saw and felt a hot mist around her as all the gel on the floor and in the tube that previously held her evaporated, the blood from the young Colt responding in kind. There was a crater in the wall near the ceiling directly opposite where Fluttershy was. From the crater, the power claw hummed to life again, and the ash-covered cyborg Dash started to climb out of the hole.

“Damage: Minimal, Shields: 12%, Target is armed, Calculating response....”

Fluttershy felt light-headed. Releasing all that energy took it out of her, but she felt her body start to recover already, producing energy all over again and revitalizing her. Within a few moments she had felt as good as new. Fluttershy was still deep in shock and didn't know what to do next, but she felt as though she should do something.

She looked at Cyborg Dash...

“Rai... Rainbow are...”

Again, the cyborg interrupted Fluttershy, “Response formulated: Lethal force authorized. Subject's regenerative capabilities will preserve Subject.”

LETHAL?!?!? What?! Fluttershy couldn’t think of a viable reaction as her mind was overwhelmed with panic. Her mind raced unable to form a single cohesive strategy, and her eyes darted around the room. Escape! She needed to flee. She looked around, searching for a way out. Two ponies on the other side of a destroyed door drew her attention. They were looking at Dash in terror and back to Fluttershy. She looked at them pleadingly, they looked at each other and nodded then burst through the doorway.

“Fluttershy Go! We'll hold her!!”

The barrels on their saddles were ablaze with sound and light while the blazing strange projectiles bounced off some kind of field around Rainbow Dash, or the thing that looked vaguely like her. It deflected the projectiles and Dash turned her attention to the new hostiles.

“Hostility Detected. Engaging new Targets.”

Suddenly Rainbow was a blur of motion dashing towards them, but Fluttershy refused to stay and watch. She was given a chance and she would take it. With a quick movement from her wings, she burst out the door. A mare was waiting on the other side. Fluttershy didn't have time to look her over before she just spoke.

“Follow me as fast as you can! NOW!!”

Wings that were hidden under weaponry emerged and she was off. Again, Fluttershy didn't wait. Her head was full of questions, but the thing that dominated her right now was terror. Terror from not understanding where she was, what was going on with Rainbow, and why all these ponies were yelling at her. But she was most terrified of herself. She had shot some kind of magical beam from her mouth, the strange disappearance of the wound from her head and the cyborg Rainbow Dash saying that she would recover from even lethal amounts of atrophy. How? What? NO! She wiped the thoughts from her mind. Right now she needed to escape this horror. She needed to FLEE!

Suddenly, the pony in front of her halted abruptly and Fluttershy struggled to stop in time, gently bumping into the flank of the other pony. She jumped a little and turned around to Fluttershy.

“Hey! Watch it! We got company! Need to find another route.”

She got a better look at this pony. She was blushing at the little at the mishap and Fluttershy realized she must have hit a sensitive spot. She maintained a sleek, agile looking frame. Her cutie mark seemed to be star, but was half covered by the the weapons and her wings making it difficult to distinguish. Her coat was a vibrant orange and she had short green hair. Fluttershy would have apologized if the pony gave her a chance to even talk before she turned around to look back the direction she was previously.

“Andrells, and lots of 'em. I can't take on this many and we have already lost too much of the squad to do anything crazy...”

The orange coated pegasus looked back at Fluttershy, whose eyes tearing up slightly as the pegasus surveyed her. Fluttershy felt it was part inspection while the other part was distant pity from the onlooking pony. They quickly turned away and looked back around the corner. Not willing to share her tears with anyone but herself, Fluttershy built up the meager amount of courage required for her to ask only one question.

“Pardon... M-m-miss?”

She didn't turn back around. Shivering in short bursts, trying to hold it in, “Wha... What?”

Fluttershy was eased by the response as she let a faint smile crack across her face, though only for a moment.

“What's... Umm...”

“Well? Out with it!”

Fluttershy's courage was quickly diminishing, just like the ponies patience. She just let the question burst out.

“What's your name?”

The pony looked back at Fluttershy then down at the ground a moment before lifting her wing to show the rest of her cutie mark.

“Sh-Shooting Star... Why?”

Star raised her brow as she looked back with her Fluttershy let out a nervous giggle that let her phase out of her surroundings for a moment, at least mentally. It gave a her a second to filter out all her fear and terror and gather herself. She lifted her hoof to her face.

“Just want to know the ponies name that saved my life back there.... What was all that?”

Shooting looked at her then back behind Fluttershy, down the dark dank hallway they came down and her pupils dilated to a fraction of their former size, the in terror.

“We have to go.... Now!”

The terrified exasperation in her voice made them both tremble while leaving a sickening feeling in Fluttershy's stomach. The voice did not only hold fear in it, but beyond it was an abysmally metastasized loathing. Before Fluttershy could even voice protest or ask why Star's hooves were around her, they were off. Flying fast through some kind of large opening in the ship. It seemed to be a large storage facility, like a warehouse, storing a massive amount of large mechanical objects that, as she observed, happened to be like a ship with a pegasus' wings on it. Her silent observation was disrupted by a loud blaring and more voices like Rainbow's, but different, however just as familiar.

“SUBJECT 06-1314 HAS ESCAPED! USE OF LETHAL FORCE AUTHORIZED! RECOVER REMAINS FOR FURTHER EXPERIMENTATION. CAPTURE ALIVE IF POSSIBLE.”

The semi-dormant militia of enigmatic shaped machines on the ground became a blaze of lights. A mass of barreled objects were suddenly aimed at Fluttershy and Shooting Star. Then, just like the ponies in the chamber from before, they were ablaze with light. Some fiery, some cold. Fluttershy couldn't register them all as the mass of projectiles flew by her like a hive of angry bees. Yet, these projectiles were exponentially more terrifying. Fluttershy felt cold bolts and hot bolts of strange composition as they whizzed past her and Star. How well she was dodging them made her realize she was an exceptionally amazing flyer, just like Rainbow was. However, it was like trying to dodge rain in the middle of a hurricane. It was impossible for her to keep dodging the volley of missiles forever. It became far too difficult, and it finally showed itself as a scream pierced through the sound of rattling metal firepower below.

Fluttershy opened her eyes as she felt an all-too-familiar tingling from falling. She spread out her wings and tried to fly while carrying her companion who had been struck by several projectiles. However, she lacked the acrobatic skill of Star and suffered for her attempt as what felt like every layer of her flesh was being torn off several times, rounds from some charring the surface causing intensely magnified pain to unimaginable levels. She cried out similarly as her winged savior had done earlier and held her close as she passed out, crashing into the ground.

She must have been out for a few seconds as the armored suits of bipeds separated and Rainbow Dash flew towards her. Fluttershy noticed again that, save a little blood, her wounds were gone. However, this time she was dazed and her body still felt strange. The pain was gone but her body must still have been healing as she stood she almost lost her balance. She finally regained her footing and stood face to face before her former friend as she stopped. Fluttershy glanced around for Star and spotted her behind Rainbow. She was missing... parts...

Fluttershy stifled tears and other emotions as she remembered how to stand up for herself. She had to find out what was going on here, but the thing dominating her mind right now was that she had to get to Star. She had to get her out, had to get her safe, had to save her no matter what. Cause she had given her all to save her, and deep inside Fluttershy felt more than debt to her, she felt she needed Star. She needed someone. Because her old friends felt far away.

“Subject 06-1314, Return to Stasis Chamber!” Fluttershy stamped her hoof and glared. Dash responded with apathy.

“Why? Why Rainbow? What Is going on?”With an unshakable defiance and emotionless monotone the mutilated form of her former friend responded.

“You, Subject 06-”

“MY NAME IS FLUTTERSHY!!”

Now she seemed taken aback, it took Rainbow a moment to respond. After glancing around with its organic eye. “Subject Fluttershy... You are property of the Crios Consortium. Those who have claimed the lives of millions of ponies and will do so for more. Why you are wanted is because of your body, it is been altered to produce massive amounts of energy. Energy we need. You will accompany us immediately to a storage facility.”

Fluttershy shivered for a moment, here resolve shaken, but again found her courage. She took a deep breath and swallowed. Then spoke, “Rainbow, why are you like this? Why are you talking like this? What's going on here?”

A voice came from the shadows, the same that shouted over the loudspeaker about her escape. Along with it came a sparkling purple energy field that picked up Star and floated her above its source.

“What's going on? Pony kind is dying.”

It was another familiar pony, another face, another horror. The horn was covered in a strange steel apparatus as well as her hooves which seemed to make no noise and float centimeters above the ground. The purple of her original body barely showed below all the electronic and metal parts, her cutie mark was still visible though. A sparkling star of dark purple. Her violet eye looking at her, the other was a box-like device with three apertures on it of varying size, the largest projecting a laser that was scanning over her body and focusing on her eye. She resisted the urge to blink from the bright red light but did for a moment anyway. It was Twilight Sparkle, the shock started to sink in again, just like before.

“These humans have kindly offered us a way out, I suggest you take it.”

Another voice this one elegant, intelligent with soft and feminine overtones. As the creature stepped out into the light Fluttershy was almost blinded. Its glittering carapace dimmed as it was reabsorbed back into its armored frame showing the head of a gorgeous young female unicorn with long pampered purple hair and perfect blue eyes.

“It is not a terrible idea sugarcube.”

This voice was horrible and garbled speech that was terribly distorted by some mechanical device. The accent could still be heard however and only one pony ever called her friends sugarcube that she ever knew. But nothing that remotely resembled that pony entered the scant amount of light in that large warehouse. A loud metal clanging followed bout a loud hiss of pressure releasing habitually. The only thing that remotely resembled her friend was the hat, why did they let her keep it? A massive pony shaped machine entered almost 12 feet tall and covered in weapons and steel.

She looked around awed at her friends and gaped at their new bodies, their terrifying new bodies, horrifically misshapen and altered. Her body was going into shock, her mind was shutting down as the thing that looked and talked like Twilight trotted close to her. Fluttershy's mind raced and her friends looked grotesque visages, mechanical limbs, their horrifying eyes. Lying steel eyes, she looked into all of them and saw an infinite abyss of turning cogs and gears. Nothing pony seemed to remain inside. Sweat beaded up and slid down her face slowly, her pupils dilated as her mind was flooded with a sea of chaotic indecision. Twilight got closer with each metallic clang followed by a thunderous clop was pounding in Fluttershy's head. Fluttershy could feel her heart beat through her entire body, reaching its loudest point at her ears while she trembled in terrible dismay. As the ironclad frame of her old friend lumbered clamorously towards her, Fluttershy's breath quivered rapidly, struggling to wrap her mind around the unfamiliar visage of one of the ponies that were once one of her best friend's.

“Its okay. Come with...”

Twilight never got to finish that sentence, as Fluttershy lost control, as a burst of energy flowed through her body. The same as before except more, through every pore and cell a massive burst of plasmatic energy solidified in a sphere around her and expanded as everyone was blown away by the ensuing explosion. Flinging everyone away, the ponies and the Andrells, the energy field around Star shielded her from the destructive blast. Fluttershy felt light headed again and terribly tired but the rush of adrenaline fueled her. Again the primordial need to escape supplied her mind and body with purpose. She did not see the smoke, the ashes, the fires she had caused, nor the static that shifted over her body and not even the ceiling crashing down. All she cared about right now was Star, for some reason her heart screamed that she needed to save her. She needed to retrieve her, and she did. She flew faster than she ever did, her wings bursting with the same static energy as the sphere of energy she released moments ago. Carrying her faster then ever before, her hooves grabbed at star as she picked her up with strength she had never felt before and then turned out and back through the collapsing ceiling girders and past all else she saw outside where ever she was and into the light of day.

Passing the threshold of the massive room into a vast plane shrouded in a depressing gray sky, she flew and smashed into some kind of barrier, holding her back from the sky above. Run! Run! RUN!! It was all she could think, and she did. Thousands of projectiles flew past her and she didn't care darting and weaving from side to side. Sometimes on purpose, other times recoiling from the pain. Finally stopping as one hit her square in the head and she went crashing down into a forest. Before she finally fell from the world of the conscience, she heard voices screaming and hooves galloping past, more of those strange weapons firing.

“Thats confirmed! We have recovered Star and Target 06! We are withdrawing princess...”

Author's Note

Yeah its long and I kind regret that, it's also old as I wrote this along with chapter two all in one night about two years ago. Editing it is something I want to do but right now I have to write things as it comes to me or I lose it and then have to wait a while before it comes back if ever. So I hope you can deal with this for now while I get to work on continuing, and come back and edit this as problems are pointed out.

Also an image drawn of one of the early scenes in the chapter where Rainbow kills that stallion , made by a friend of mine Endrome:
NSFW http://i.imgur.com/XvCar9t.jpg

It was just too big to fit anywhere, If you like that he has more stuff at http://endrome.deviantart.com/