Altemore

by Harmony_Bass

Rating: teen
Tags: Princess Luna, Original Character, My Little Pony: Friendship is Magic, Other, Romance, Fluttershy, Science Fiction, Adventure, Princess Celestia
Length: 6977

Altemore was created as a living weapon, trained to follow even the most brutal orders without question. But even weapons can be taught to show kindness...

Project Fusion was an illegal, unauthorized project that took genetic engineering to an extreme level. It was kept secret from the world on the surface...

Published 2016-03-18 23:40:01 UTC
Last updated 2016-09-13 19:32:27 UTC

Awakening

At first, all I knew was darkness.
A black, eternal void of emptiness that stretched endlessly outward in all directions.

After what seemed like an eternity, there was a flash of light and I found various images and information flooding into my mind, almost as endless as the dark void of nothingness before it. For a while I was fascinated by the histories of the many nations that inhabited the planet of Equus. (The most curious thing I found was the way the other nations seemed to go to great lengths to keep the nation of Equestria out of their wars and skirmishes.) Before long the flood of images and memories gradually dissipated, slowing to a trickle before stopping completely.

Then I opened my eyes for the first time…

And closed them again… too bright

The world was filled with a white tide of bright fluorescence for a moment until my eyes adjusted, picking out the white medical light above me and the dull, blurry shapes of a grey room. During all of these discoveries I had only barely noticed that I now had a physical form, I slowly lifted my head to find I was in a padded basin of some sort. It hugged my new body tightly and allowed little movement. Slowly, my sight sharpened and the rest of the room came into focus. Like I had seen before, the room definitely wasn’t a mural. I was sitting in what seemed to be a dull, grey, metal box, much like a bunker, about twelve feet across. There were no windows and the only known exit was a small metal door on one of the sturdy looking metal walls, almost directly in front of me.

The door opened with a mechanical wirr and a clank. Two mares and a stallion made their way through the door, one of the mares, a slightly off-white unicorn mare with a short blue mane and thin wireframe glasses trotted over to my “bed” and looked over a clipboard with her magic, every once in awhile glancing up at me like I was some annoying pest that refused to leave her alone. I jumped slightly when she lifted a small clicker up to both of my ears, causing them to flick at the sudden noise. "subject responds to auditory stimulation." She said in a dull, brisk tone to the ponies behind her as they looked over the machines to my left, then began jotting down a few notes on her clipboard before tuning pack to face me.

“Ok, Subject… 1127.”, she stated in the same monotone voice as before, pronouncing my four number ID slowly as she corrected her glasses and looked down at her clipboard. “1127, can you tell me the name of this facility and our motives?” She looked up at me expectantly as she waited for a response. I knew from the memories I was given that I could not speak, as the creators didn’t see that a vocal way of communication was beneficial in my case. Instead I was given telepathy, achieved by mixing the genetic material abilities of a unicorn, for the precision and directional control of their telekinetic magic,and a changeling drone, as they are born with an active mental connection to their hive and queen.

Unfortunately the mare questioning me was uninformed on the effects of my form of my communication as she gasped and stumbled a bit when I began mentally responding to her question. I pulled the information from memory and recited it my head, broadcasting my thoughts in her direction. I was in the custody of Harmonics Laboratories, under the file name Project Fusion, designation Altemore, Subject 1127. She somewhat shakily scribbled more notes on her clipboard before turning to her associates working behind her, "S-subject has control of basic telepathy..." She shuddered for a second or two before once again jotting down the information on her clipboard.

"Okay, subject 1127 has passed the cognitive processing exams." She looked back at the other mare behind her.” Miss P, would you mind getting the equipment for the next few tests?" the pink earth-pony mare nodded, her straight mane and tail bobbing up and down as she trotted through the heavy metal door before returning with a large bar of what seemed to be solid steel.

The first pony (Alice, according to the ID around her neck) turned back to me and gestured with her hoof to the ingot on the pony’s back, "can you lift this for me?" Alice asked, having finally recovered from her experience with my telepathy from earlier. I gave a curt nod and began to reach out again with my consciousness, this time grasping the object and lifting instead of transferring information. A golden aura surrounded the object as it rose from the table as two lines going back from my forehead began to glow in a similar color. Alice nodded,"You can set it down now.” I lowered the weight to the cold metal floor.

Alice nodded to the pink earthpony before pushing her glasses further up on her muzzle "Subject 1127, I’m going to need you to get out of the stasis pod, all IV leads have been detached and you should be able to move your body more freely now.” She stood by the stallion, the pink mare had long since picked up the weight and left the room. I looked down at a foreleg, its surface covered in a kind of silver fur, not unlike that of a pony’s coat, but a bit thicker. I lifted the limb and began to push myself out of the strange basin I had been in. I rolled over, pushing myself to my feet and slowly sliding out of the place where I had woken. The ponies now looked up at me, as I now stood about two whole feet above them. I looked back at my tail, Its silver fur-like skin going all the way down until it ended in a tuft of thick gold fur that emerged abruptly about a foot from my tail-tip and tapering off to a point. My wings were currently folded comfortably against my sides, the feathers, like my tail, were gold in contrast to my coat. Further down the wing, my coverts were a bronze, while my primaries and secondaries were more of a copper. I reached forward with my foreclaws and arched my back like a cat, opening my dragonesque jaw in a yawn and unfurling my wings upwards, their tips just brushing the metal ceiling of the room. I stood back up and looked at the ponies expectantly, my long ears perked up as I awaited their orders.

---A---

Author's Note

Hey people-who-probably-read-this-fanfic-because-curiosity!:pinkiehappy:

This chapter was mainly an intro to the main character, no mane 6 yet (sorry) but this story is still being written and edited by me, myself, and I so it may be a bit on the slow side with school and family and things.

Please comment and give me tips for the future or corrections for the now!
Now I got fanfics to write! Bye!:rainbowlaugh:

Present Day...

Everypony felt it.

A faint pulse.

A wave of telepathic magic pulsing through the city of Canterlot.

But nopony noticed.

It was tiny, a small nagging in the heads of all living beings.

It flowed through the streets and buildings, unhindered by solid structures.

The source was a single pony, a dark brown earthpony in a dusty brown cloak.

He stood perfectly still in an alley, eyes closed as he searched.

He searched for her, the only thing he had ever cared about.

He was looking for the only one who had ever cared for him.

He remembered her fondly.

He remembered disobeying orders.

He remembered watching over her.

Now he was searching, because he had lost her.

He had lost the only thing he had ever loved.

He stopped his telepathic search and opened his eyes, their golden irises flashing brightly in the darkness of the alley.

He slowly trotted from his spot in the shadows and stepped out onto one of the many grey stone brick pathways in the city of Canterlot. His hooves tapping softly in comparison to the liveliness of the ponies that surrounded him.

"I'll find you, I promise..." He thought to himself, glancing down the street both ways before exiting the alley and continuing his slow trot through the bustling Equestrian Capital.

Unfortunately, this was Equestria, home to the most magically-advanced beings on the planet.

"Sister... Did you feel that?" One of the Alicorns stated, looking to her sister to confirm her senses.

The rippling tide of telepathic magic ceased suddenly.

"Yes I did, Luna, and I think we may have to go out for awhile..." Celestia frowned grimly "Whatever it is, it's magic is too strong and too dangerous to be ignored."

Celestia reached out over her city, encompassing everything in her own form of telepathic field, she scanned everything, searching for anything out of place. Then suddenly she got something... There, near the middle of Canterlot was an entity using some form of changeling magic.

Something powerful was hiding amounts her ponies.

And when her ponies were in danger, Celestia took no chances...

The dark pony continued to stalk the streets for awhile before turning down another alley. He quickly closed his eyes and raised his head, again sending out waves of magic, probing the minds of nearby ponies for the one name he was desperately searching for.

Suddenly someone was behind him, "Excuse me sir? Who are you? And why are you in an alley?" A small voice inquired

The earth-pony's ears twitched and his eyes opened. He turned to face his tiny interrogator.

It was a small white unicorn filly with a smooth but thick pink mane and tail. She seemed innocent enough, but her eyes seemed out of place. As Altemore stared his breath momentarily got caught in his throat, almost panicking before regaining control of his emotions. This was not a normal filly, not with power like that.

He simply stared at her, tilting his head in a confused but fascinated way. Then he heard something above him and reached out with his consciousness. He was being cornered.

Then he was gone.

A whoosh and a bust of golden flame flooded the alley as the Earth-pony rapidly changed into a phoenix and shot upwards.

"Luna!" The filly shouted, looking up above to see her sister nod and begin to pursue the mysterious entity. She lit up her horn and reverted from a filly to her normal size. Another spell summoned a gleaming set of battle armor and a long golden lance.

Spreading her wings she shot up out of the alley and cast her gaze around, scanning the horizon for the flashes of magical energy clashed against the bright blue of the sky above.

The goddess of the sun thrusted her powerful wings and shot forwards, her form seeming to disappear entirely and if it weren't for the sonic boom of the sound barrier being utterly shattered, nopony would have noticed.

Luna grit her teeth as she swung two of her shadow blades at her target. Only to miss completely as he suddenly rolled out of the way or teleported to a new position. Shortly after catching up to it, the mysterious being had shifted into a form that Luna could not identify. It was serpentine in shape, but had long ears and feathery wings, the most logical answer she could think of would be that it was simply second draconequus that had wandered into Canterlot.

"What in my mothers name ARE you?!" She yelled at the seemingly untouchable being. She summoned more blades and continuously whirled them in her target's direction, rage seething in her chest as she yet again failed to make a mark.

"Stop! You must listen to-!" The being shouted into her mind telepathically before Luna threw up a mental shield and shut out its voice, she would not fall for mind control.

Altemore, meanwhile, gathered his magic and changed his shape in an instant, surprising the alicorn when she suddenly found herself facing a large, fully developed fire-drake. He followed her now minuscule figure with his golden eyes as he tried to subdue her long enough to talk.

He swung his three foot talons at Luna, trying to snatch her from the sky. She swooped and rolled through the air, dodging his swipes easily in her smaller and more agile form.

Before long Luna began to sense her sister closing rapidly. She only had to last for a few more seconds...

The Princess of the night suddenly darted away from her opponent, seeming to retreat away from the dragon.

For a moment Altemore thought he had won... "Ok, now that you are finished, please, you must..."

The air around him suddenly rose from 80 to easily over 1000 degrees. So much that he began to feel it even through his dragon skin. The last thing he remembered before impact was seeing what looked like a ball of fire speeding towards him at supersonic speeds, a dark, pony-shaped silhouette sitting in the center.

The furious, flaming alicorn slammed into Altemore, knocking his large draconic form from the sky and spearing him on the lance in her possession. His vision began to fade as he fell, even as the gash in his side began to close, glowing gold with his magic.

He landed with an earth shattering thud, creating a long trench in the dirt before finally coming to a stop at the base of a large tree. He sighed in an exhausted manner, "Well, guess I'm back to square one." he thought to himself.

The gentle whoosh of wings and the thumps of hoofsteps on the soft grass notified Altemore that he had still been followed. He cracked open an eye to see the two ponies trotting towards him through the fresh rut in the earth. They both wore grim masks that were frozen with a kind of wise calmness that Altemore had only seen in the eyes of immortals.

Altemore groaned as he felt one of his bones shift and pop in his wings and one of his hind legs as they healed, fusing back together before the intense healing magic began closing the rest of the wounds. He allowed himself a tiny grunt of satisfaction when he saw the ponies stop and stare in confusion when he rolled over and pushed himself to his feet and recoiled a bit when his foreleg realigned itself and popped back into his shoulder.

"I will ask once more", the tall white one, whom Altemore recalled as the Solar Princess, Celestia, spoke as she took a step forward, "Who are you?" Each of her words radiated her power in a dangerous way. Altemore shifted cautiously on three legs, finding a small but not at all new obstacle in his way as he absentmindedly stretched his previously-dislocated shoulder.

Although he had survived the fall after being struck down, he had had to revert to his true form in order to heal correctly, and in his true form, he very simply lacked the biological parts he needed to speak. To make things even more complicated, the healing had drained him of energy, leaving him unable to shift into a species that could speak.

He breathed a deep sigh before turning around to face the tree behind him. The two goddesses had both shielded their minds, making telepathic communication impossible. So he simply extended one of his claws and scraped at the thick tree bark until he was able to strip a reasonably sized chunk off of the trunk. His two observers watched curiously as he scratched something into the wooden surface. Altemore then turned and pushed the bark in their direction.

"You... Can't speak?..." The darker one said after she finished reading the rough words that had been scratched onto the wood. Altemore recognized the description of Celestia's sister, Princess Luna, as she raised an eyebrow in disbelief. Altemore then sat down with a thump and nodded before he turned his head to begin preening the ruffled feathers of his wings.

The lunar goddess opened her mouth to speak but stopped as Altemore quickly raised a paw, "one moment please", he thought to himself. Blinking in calm amusement when she coughed uncomfortably as she sat down in her haunches once again to wait for him to finish.

Finishing his preening, Altemore returned his gaze to the pair of ponies before erupting into a golden glow. He drew in a breath and closed his eyes as he once again changed his form. The golden aura faded to reveal the dark brown earth pony he had turned into while in Canterlot, "I am sorry to have caused you any trouble, but I must return to the city", he grumbled in a deep voice, "My search was incomplete before I encountered you and I must return to finish what I started."

Altemore started forward to walk around them but was stopped when the two ponies teleported suddenly to block his path. "As the rulers and protectors of Equestria we command you to yield until our questions have been answered." Celestia stated, her calm voice laced with a cool, steely tone. Altemore realized that he was most likely not going to get away from this without complying... He could run away, but that would most likely only complicate things further.

The darker alicorn stepped forward, "Who are you? And what is this... Search?" She inquired. Her face was still calm, but her eyes silently dared Altemore to make a wrong move.

Altemore, being someone with a brain, decided not to irritate the one being that could probably drop a meteorite on him. He may have been practically immune to normal things like, bullets, blades, fire, as well as most poisons. But being obliterated like that Sombra guy was one of the few things he would most likely not recover from.

"I meant no harm, and again I apologize for trespassing. But I'm searching for...", Altemore glanced down at his pony hooves as he chose his next words carefully, "...Someone that I lost, someone very close to me...", he paused once again before lifting his golden eyes to the two alicorns in front of him newfound determination burning in his gaze, "I swore that I would always protect her and that is what I'm going to do."

The two sisters shared a glance before turning to face Altemore "Who... Who did you lose?", Celestia spoke, surprising Altemore when her voice lacked the cold undertone that he had heard so far. He glanced at Luna and saw her in much the same way, they looked honestly concerned. Or pitiful... One or the other.

Altemore narrowed his eyes as he looked from one to the other, looking for any signs of dishonesty on their faces. He swiftly and gently attempted to probe their minds again, still finding them shielded. "Why do you want to know? I am perfectly capable of handling this myself.", He said curtly, taking a defensive step back and lowering his head threateningly.

"I Will find Fluttershy."

The Objective

20 years earlier...

All was quiet that night...

Not a single thing seemed out of place.

Guards patrolled the barbed wire fences.

Cameras swiveled to keep pace with the moving spotlights.

Nopony payed any attention to the lone sparrow that had strayed over the wire.

Nopony noticed it fly onto the roof of the main building.

And nopony noticed when it sliced through a solid mana-steel padlock that had sealed the only exit on the building's concrete roof.

A flash of golden light from the slim opening of the trapdoor on the top of the building was the only noticeable thing that night.

But nopony saw...

Altemore landed softly on the metal walkway, his feathers gleaming in the dim light as he snapped out his wings to slow his descent downward from the ceiling exit of the complex.

"I'm in", his thoughts echoed in his head, telepathically transmitting his "voice" through a communication device implanted in his ear, sending the message straight back to command.

"Good work 1127. Continue to checkpoint 2." The voice belonged to the director of project Harmony, otherwise known to Altemore as his creator.

Altemore nodded to himself and silently made his way down the dark corridor to another entrance in the building. His mission was simple: this company was in possession of a very dangerous weapon. His job was to infiltrate the building, find the weapon and destroy it, then blow out the building's supports to level the facility.

He stopped at the door when he heard approaching voices on the other side. The director spoke into his mind, "Remember 1127, this is a stealth mission, you are not to be spotted. Doing so will give away your position and you will be forced to retreat back to headquarters, don't disappoint me."

"Yes sir" Altemore curtly responded, pressing his ear up to the cool metal door to hear the people on the opposite side.

"Hey Jeff, I'm gonna head topside, take a smoke, wanna join me?", a male voice spoke, the telltale sound of griffon talons getting louder as he neared the door.

"I don't see why not, I'm off duty right now so I guess I'll join you." A set of hoofsteps joined the first and began heading in Altemore's direction.

Looking around at his surroundings, Altemore searched quickly for a place to hide while the guards passed. His vision glowed green for a moment as his nightvision kicked in, his gaze landed on a vent in the metal panels on the wall off to the side of the walkway.

Snapping out a single talon, he extended his claw and sliced the bolts holding the panel off of the wall before slipping behind it and holding the vent in place. The door opened to reveal two guards, a male unicorn stallion and a griffon. Altemore watched them from his place in the ventilation as they walked past, the griffon pulled out a pack of cigarettes and a lighter from a pocket in his Kevlar vest. Both guards had long tactical rifles slung over their backs and the griffon had a second small handgun and a knife on his hind legs, the unicorn was probably also equipped with attack spells. They continued to the ladder to the roof exit and climbed through, the unicorn teleporting up after the griffon.

The heavy metal door banged shut and Altemore slowly lifted the vent and checked his surroundings.

~all clear~

Slipping out of the cramped space, Altemore let out a thin stream of white-hot flame as he welded the vent back to the wall. Once again turned his attention to the door at the end of the hallway. Again he stalked his way over and pressed his ear to the cold metal surface.

He opened the door and silently walked into a long hallway, glancing back and forth as he turned to gently close his entry point. "Second door on the right...", he thought to himself as he spread his wings to glide down the hallway.

He quickly dropped to all fours and flattened himself to the wall as he neared his destination. It was another, almost identical mana-steel door, only one problem...

Welded to the doorframe was a small circular panel, it's screen glowed sky blue with the exception of a darker blue hoof print. "Command? This is 1127, we have a problem...", Altemore thought to command.

"1127 what is it?", the director's voice once again echoed in his mind.

"The door to checkpoint two has a hoof-print scanner, I need a hoof from security or a staff member to get in.", he glanced around as he waited for a response, the long hallway was straight and completely clear of any objects, leaving nowhere to hide if someone should walk into the hall.

"1127 have you come on contact with any of the security before?", the director inquired.

"Yes sir, there were two guards headed for my entrance point.", Altemore responded quickly, he was running out of time, the intel he was given reported that patrols came around every five minutes.

The director's response was short and clear.

"Kill them."

Altemore nodded as he retraced his steps and red terse the door to his entry point. Carefully he climbed the ladder and opened the square hatch in the ceiling slightly, just enough to see through.

"-but man I'm telling you. She's totally into you-" Altemore recognized the voice of the griffon from earlier. Locating their positions with a gentle pulse of telepathy magic, he tensed the muscles in his whole body, waiting for a few moments before he shot out of the door. His tail lashed out, knocking the griffon off his feet and winding him while Altemore reached with his forelegs to slice through the spine of the unicorn, paralyzingly him and sending him into shock. Then he swiftly spin around and pounced on the griffon, clamping his jaws around the feathery neck until he heard a snap. It was over in almost three seconds.

Taking a deep breath, Altemore walked over to the unicorn and sliced a thin layer off the bottom of the stallion's hoof with a claw. Then, after slipping his "key" into a pouch that was wrapped around his midsection, he dragged the bodies back into the building. They dropped onto the metal floor with hardly a sound, as Altemore's telekinesis slowed the before they impacted.

Safe inside the building, Altemore contacted command, "I retrieved my hoofprint. Disposing of any evidence before heading back to checkpoint two."

The director spoke back into the earpiece, "Good work, 1127. Proceed as planned."

Altemore once again nodded before searching through the saddlebags on the two bodies, "An ID for later might be nice...", he thought as he searched through the pockets, pleased when he managed to find the Unicorn guard's wallet, security card included. He added that to his small bag before once again cutting the vent off of the wall. He stuffed the bodies into the shaft and blasted fire at them, incinerating their remains before re-welding the vent back in place.

A few minutes later and he was once again standing in front of the hoof-print door. He brought out the slice of hoof from earlier and ignited one of his forearms as he changed it into an equine hoof. The panel beeped and a green light above the door flicked on as the heavy slab of mana-steel slid upwards.

A rush of cold air flowed out of the doorway to meet him. "Did I step into a freezer?", Altemore thought as he cautiously crept into the room. Glancing around he noticed that the room was lined with strange cylindrical pods, each one virtually identical to the next.

"Command, I have reached checkpoint two. Shall I proceed to the objective?" As Altemore finished his question his eyes located another door on the opposite wall.

"Yes 1127, you are clear to proceed."

He quickly made his way to the door. It was still made of mana-steel, and had both a hoof-scanner and a slot for an ID card. Altemore quickly bypassed both and stepped back as he waited for it to open.

To be completely honest, Altemore expected for the weapon to be... A little bigger... It was cylindrical, like the other strange pods behind him, only smaller. Thinking that the weapon must be inside the capsule, Altemore reached for the release switch, scraping away some frost that stuck to the cold metal.

"1127 CEASE YOUR ACTIONS AT ONCE!!!", the director's voice roared in his ear, causing Altemore to stumble a bit and shake his head to clear it of the ringing.

"I was ordered to destroy the objective, the real objective is inside of the capsule. I must breach the casing if I am to destroy the weapon.", Altemore responded, slightly annoyed at being partially deafened by the directors sudden outburst.

"Then destroy the capsule", the voice was crisp with impatience.

Altemore nodded and raised a foreleg. Sliding out his claws, he slammed them down onto the capsule, aiming to cut it in half.

His claws, made of a mana-steel and mythriel alloy, sparked as they impacted, but left nothing but a scratch on the otherwise flawless silver of the metal cylinder. Confused, Altemore tried again, but was rewarded with the same outcome. Taking a step back, he gathered his strength and magic, it's energy forming a very visible white glow emanating from the fur on his chest. He stood for only a second, locking his eyes on the center of the capsule before letting all of the energy out in a white stream of plasma, so hot the frost on the pods in the room behind him began to thaw. Altemore breathed heavily as he regained some of the lost energy, angrily stomping one of his feet and tearing a gash in the ground when he noticed the pod was still intact. "Nothing could have withstood that...", he thought to himself. Blinking in anger and confusion at the seemingly indestructible object in front of him.

He needed to open the capsule.

Aware of his orders, he reached up to his ear and swiftly disconnected his communication implant. His superiors and the Director probably wouldn't like to hear that he had disobeyed direct orders, there was just no other way.

And his first priority was to destroy the objective.

Once again he reached for the release switch on the now steaming metal. He turned his head and glanced behind himself for only a moment, then did a telepathy scan on his surroundings, making sure he was alone. He flipped the switch and the pod hissed as it's seals were broken, the top lifted off and flipped backwards like a chest revealing it's contents.

It...

It was...

A foal...

Nestled comfortably in folds of light blue cloth, slept a tiny, yellow pegasus filly. Altemore's wide eyes just stared and his mouth hung open. One thought echoed in his mind: Had command and the Director sent him to kill a child? Altemore shook his head, "No!", he thought, "The director would never do that. Out sources must have just been uninformed." He turned blinked a few times before turning back to the small pony.

"Don't disappoint me", the director's words echoed in his mind.

He turned to face the tiny foal, he raised a trembling paw and extended his claws. The foal was asleep, if he ended it quickly it wouldn't feel a thing, a painless death. Then he stopped. He couldn't take his eyes off of it's peaceful, sleeping face. His arm faltered for a moment before Altemore let out a soft growl and huffed, he glared at the limb as he readied it again. He turned back to the filly to...

The tiny pony shifted in its sleep, tilting it's little head upwards and yawning towards the ceiling. It opened it's eyes and saw Altemore, poised to strike, razor sharp talons raised high above.

It giggled.

It cried out in laughter and reached for the outstretched paw, blind to the danger it was in. Ignorant of the genetically altered weapon that had been sent to kill her.

Meanwhile, Altemore's breathing had quickened and his heart pounded in his ears. He stared into the innocent eyes of the child, his strength weakening with every second he spent gazing into their blue-green depths. His claws slowly retreated back into his paw and his arm began to fall back to the floor.

He couldn't do it.

Altemore was a deadly weapon, bred in a lab by ponies whom he trusted with his life. He had carried out countless missions over the many years that he had existed. He had killed thousands of ponies, griffons, and minotaurs. Yet here he was, unable to kill a single foal.

He had, for the first time in his life, failed a mission.

He hung his head, sighing deeply in defeat before looking up once again to find the infant still there, still smiling at Altemore with a toothless grin. Curious, Altemore lifted a paw, careful not to let his claws out, and rested it on the rim of the capsule. The foal almost howled with joy, wriggling around until it was in position to latch onto her new fuzzy friend. Altemore almost jumped when her minuscule jaw clamped down on his paw, he watched her look up at him as she tried her best to eat him without teeth. Altemore smiled, a strange warmth began emanating from his chest.

Then he remembered, the Director and Project Harmony still existed. How long had he had his earpiece muted?

Boom!

A sound like thunder suddenly shook the room.

BoomBoom!

The truth dawned on Altemore and he looked up with wide scared eyes.

It was protocol to destroy any evidence of agents that got lost in the field.

BoomBoomBoom!! Crack!!!

They were bombing the building.

Dust began to pour from the ceiling and alarms blared. Altemore turned and snapped out his wings to fly for the door, he flinched as a large chunk of concrete fell from the ceiling, only just missing him.

Altemore's ears swiveled as he heard a tiny noise above the calamity of bombs.

"Crying?", Altemore's eyes widened in realization, "The Foal!"

Altemore skidded to a stop and whirled around to see the small yellow pegasus wailing in the capsule. There was no hesitation as he snapped out his wings and threw himself in the child's direction. Stopping in front of the pod, Altemore quickly reached in with a foreleg and scooped up the tiny creature up into his grasp, tucking her trembling form firmly to his chest. Spinning around he the thrust backwards with his wings and sent himself flying through the doorway, only just avoiding a large block of stone that had been tumbling down from the ceiling. Twisting midair, he landed sideways on the wall opposite of the room he was in and darted forward again, flying as fast as he could in order to get out of the building. The door to his rooftop entrance opened for him and he rushed through it, briefly looking down at the infant tucked up against his chest. The still sobbing child stared back up at him with tear-filled eyes. Altemore then leaped upwards thrusting hard with his wings as raised a paw, claws extended.

The metal trapdoor shot off of the roof as Altemore pumped his wings hard to get as far away as possible.

After what seemed like years of flying, Altemore touched down in a lush forest. He settled down under a large oak and eased himself onto the long grass. He looked down at his passenger to find her dozing comfortable on his furry chest.

He smiled down at her, watching her tiny form rise and fall with her breaths. Altemore yawned and noticed that he too, was nearing exhaustion. Casting one last glance down at the filly, The large genetic weapon extended a wing and rolled over, gently setting the foal down on the soft feathers before tucking his head down next he her sleeping form, his other wing gently coming to a rest above them, shielding them from the outside world as Altemore allowed himself to drift off into sleeps warm embrace.

"Sleep well, little one"

Let me tell you a Tale

Author's Note

Hey sorry that:
A. It's been awhile since my last update on Altemore and his adventures.
B That this chapter is particularly short on both content and action.
My excuse is the excuse of a normal 16 year old fanfiction writer.
School, Writer's block, etc...
Next chapter will indeed be another flashback and I will hopefully start it after publishing this very chapter.
In fourth block of school...

Let me tell you a Tale

Altemore, trotted cautiously behind the two alicorns as they led him deeper into the equestrian capital. His dark hooves of his pony form clacked on marble floor and he glanced at each guard he passed. Every few minutes one of the princesses would glance back at him or he would feel a magic pulse flow over him.

After Altemore had explained the goal of his search, the princesses had teleported the three of them to the front gates of the palace. Altemore assumed that they had something to tell him.

Finally they reached a large room made almost entirely of marble. Wide stone pillars stretched from the floor to the ceiling high above. As Altemore glanced around he saw several giant windows made entirely of stained glass.

The fall of discord...
Luna's banishment...
...Is that?

It was her...
She was here...
Altemore stepped closer, raising a hoof to almost touch the image of the filly he had been searching for...
Her mane still looked long, flowing down over her neck as she reared back in the glass. A beam of purple glass connected her to a pedestal in the middle of the window.

Altemore trotted quickly to the next window, which showed a dark, violent-looking alicorn being blasted by six ponies.
Once again she was still there...

Discord...

She seemed to always be there...

Always with a smile...

"What happened...", Altemore wondered out loud...

He was silenced by a glance from Celestia. He expression unreadable as she beckoned him to follow once again. Altemoretook one last glance at the window before continuing after the Princesses.

The end of the corridor was marked by a pair of thrones, side by side. One was white and emblazoned by a sun, the other was dark blue and displayed a full moon. The alicorns took their place on them, each on their respective seats.

"Leave us", called Celestia to the guards, who filed into two lines and marched out. The heavy door closed with a loud thud.

Luna leaned forward, "Now, what do you know of our dear Fluttershy?", her eyes were narrowed in suspicion as she peered into Alremore's eyes.

Altemore took a surprised stem back,"your Fluttershy? What do you mean by that? I've known Fluttershy for..." He paused and momentarily raised a hoof to his chin, "I forget sometimes, how did you come to know her?"
The moon Princess leaned backward in her throne and threw a hoof into the air, a triumphant grin on her face, "Fluttershy helped us -I mean me- adjust to the current era and it's culture. She is a dearest friend to me and my sister", she finished before lowering her gaze back to level with Altemore. "Now...", she spoke, her voice now cold with suspicion,"We require an answer for the previous question... How do you know her?"

Altemore took a deep breath in and sighed heavily...
"You two might want to sit back... Because this is gonna be a long story..."

Rain poured down from a cloudy night sky. Silver droplets splattering on the gravel road. Turning it gold under the light of orange lamp lights and the yellow windows of nearby cottages. A warm little town in the middle of nowhere...

A silver shadow wrapped in a brown cloak slipped past, carrying a small bundle wrapped in a blanket was clamped in it's maw. It rushed through alleys, glided over houses, and dashed down roads. All while being silent.

The shadow slowed to a trot and stalked to the middle of an intersection.

It lifted its head and sniffed the air, glancing around at the surrounding buildings before turning down a quiet street. The street was lined with small houses on either side of the rain-wet gravel road. The largest building on the street was three stories tall.

An orphanage...

The figure stalked up to the door, a solid oak slab with a red and white striped awning over it.

It was a quick transaction. The shadowy figure gently set down the bundle, reached up a limb to push the doorbell, and then darted off into the surrounding darkness.

The door opened to reveal a unicorn, her white coat contrasted with her straight dark-cinnamon mane. She glanced around before her sky-blue eyes lit upon the bundle on her doorstep. She quickly ignited her horn to lift it into the air to get a closer look.

The silvery observer watched carefully from the shadows, peering out from underneath a near hedgerow. It watched as the pony lifted up the bundle that had grown so familiar to it. But this was how it must be, it couldn't keep it, it would only get in the way. As the door to the orphanage closed, it slipped away under the cover of night, silently swearing to never come back.

"We- I do not recall Fluttershy ever saying she was raised in an orphanage. How do we know you are telling us the truth?", Luna asked, meanwhile Celestia had a hoof raised to her face and was tapping her chin as if in deep thought.

Altemore shrugged, "There is one way..." He started cautiously, "I could show you my memories using my telepathy. If you see it for yourself you will know that I speak only the truth." The two sisters glanced at each other wearily and, as if a silent agreement had been made in the glance they shared. "I understand completely If you still do not trust my-"

"We will do it." Celestia interrupted, startling Altemore who flinched ever so slightly. He nodded and slowly opened his mind to the Alicorn's telepathy. Suddenly he was aware of a cool, almost frosty feeling enter his consciousness. That was when he was washed away in memories that he had kept tucked away for a long time...