Code Geass: Twilight of the Rebellion

by Dyon

Rating: teen
Tags: Romance, Adventure, Tragedy, Crossover, Alternate Universe
Length: 5247

This is a code geass crossover into the MLP universe. I am hoping that it will go over well.

The Equestrian Empire continues to expand its dominion over the world, and has little opposition. A lone mare in the former country of Fillia, now dubbed Area 11, gains the power to oppose the vast empire. Through duplicity, and strategy Twilight attempts to bring down the entire empire. Is the challenge to great for a lone mare, or will she accomplish her goals and change the entire world?

Published 1970-01-01 00:00:00 UTC
Last updated 2012-05-13 14:04:01 UTC

Chapter 1

I still remember the days before the war. Little worried us back then, we would play together on the orchard all day. The Kururugi orchard was a peaceful place back in those says. We would chase each other around the apple trees playing tag, I of course never able to keep up. The sun shone brightly then, but good times can never last. Eventually everything comes to an end. One day, they came.

In the two-thousandth year of the equestrian calendar the Holy Equestrian Empire led by Empress Celestia declared war on the small island nation of Fillia. Trade between the two nations had been stressed for some time. Fillia was the major contributor of Sakuradite to the world, and like all nations that had something Equestria desired the Equestrians would take it. The Equestrians sought to liberate us and bring us into the fold of the mighty empire. The war lasted little over a year. During the final assault on the mainland the Equestrians showed their full might, revealing their new autonomous knight suits dubbed Knight-Mare Frames. The forces of Fillia were completely overwhelmed, and eventually surrendered to the Equestrians. The nation was absorbed into the empire and rechristened Area 11, the once proud nation reduced to nothing more than a number. It was then on the final day of that war that I swore, one day I shall destroy Equestria.

__________________________________________________________________________

An elderly stallion sat in the middle of the room; a chess table the only thing standing between him and the Equestrian noble. The room was deathly quiet except for the television was playing a story about another terrorist attack, which occurred yesterday, though no one was paying it much attention. The peach colored stallion was sweating, attempting to find a move that could possibly turn the tables. The buzzer next to the two players rang signaling that time had run out for the stallion.

“Time has run out, each player shall now make their moves within twenty seconds,” the mare that was designated to witness the match informed the two players.

The graying stallion wiped sweat from his brow then nervously reached out his hoof to make his move. At that moment the doors behind him swung open and a purple unicorn stepped into the room. “Thank heavens I’m saved,” the stallion exclaimed before getting out of his seat.

“Oh, has your substitute finally arrived?” the noble asked. Upon inspecting the mare that had just arrived a smile came to his face. “ A schoolgirl, well this is a pleasant surprise. I must admit that I envy you kids today having enough free time on your hands to come down here and lose your money. Tell me girl what is your name?”

“Twilight, Twilight Lamperouge,” the mare announced disregarding the noble’s jab. “Rivet, how much time do we have to leave before we will be late getting to our next class?” she asked to the young blue earth pony stumbling through the doors behind her.

The colt twisted his face in thought before replying “Well, I think we would need to be out of here in twenty minutes if we had any chance of making it back to school before anyone notices we are gone.”

“Well, I need only nine minutes to best this noble so perhaps we can stop for ice cream on the way back.” Twilight took her seat at the board.

“You only have twenty seconds per move, do you really think that you can win against me in that amount of time?” the noble sneered

“Only twenty seconds per move huh, does that not mean that if anything the game will go faster?” Twilight replied as she picked up her king ready to make her first move.

“Starting with your king, are you trying to throw this game,” The noble said letting out a small chuckle.

“If the king doesn’t lead how can he expect his subordinates to follow?” Twilight asked the noble, now with a very determined look in her eyes.

________________________________________________________________________

A Large truck raced down the overpass trying desperately to avoid anypony that was on the road ahead. In the distance helicopters could be heard as they raced towards the truck trying to retrieve what had been stolen.

“Dammit, Dammit why couldn’t they just stick to the plan, we should have had this in the ghetto by now,” The grey mare at the wheel announced angrily to no one in particular.

“Screw the plan, just get to the underground lines from there we should be able to get it to the rendezvous location and get those helicopters of our tails.” The pink mare in the passengers loaded her weapon.

“Attention all residents of Area 11 this is Prince Clover third prince of Equestria addressing you,” An effeminate voice announced over the radio. “Today we have seen a brutal terrorist attack on our dear nation, in which many innocents were killed without reason. The elevens responsible…”

“We are not elevens we are Fillian.” The pink mare sneered at the radio

“are enemies of everyone in Area 11 and shall be treated as such,” the radio continued, Clover not being one to stop his performance for anypony’s outburst. “At the moment I would like to have all of us take a moment of silence to remember the ponies who have had their lives ripped away from them by these villains.”

“Do you think we should pull over and take part?” Rivet asked the mare in the sidecar of his motorcycle.

“I don’t know, you are the one driving,” Twilight replied casting her friend a smirk.

“Well, even though you did beat that noblepony in eight minutes we still might not even make it back on time, besides I don’t really see the point in it,” Rivet stated keeping his eyes on the road ahead.

“Exactly, what is the point of taking a moment to remember those who have passed? Its all just self-satisfaction, no matter what you do you can’t bring back those who have died. No matter how hard you try you just can't change the world, so why even bother,” Twilight said.

“Wow Twilight, that is kinda dark you know,” Rivet replied looking at his friend. At that moment he heard a loud honking from behind. Turning he saw a giant truck had come up behind them and was soon to squash them underneath. In a second of desperation Rivet swerved to the side of the road coming to a complete stop as the truck took the off ramp, subsequently crashing into a building that was under construction. “You don’t think that was our fault do you?” Rivet asked his companion who was getting out of the sidecar.

“I don’t think so,” Twilight replied nearing the edge of the road overlooking where the truck had crashed. A shimmering caught Twilight’s eye, coming from just above the crashed truck.

“Aw man, I think the power line has been cut, we’re gonna have to hoof it back to school,” Rivet informed her.

“Yea, yea. Rivet come here and look at this,” Twilight replied without turning around, her eyes transfixed on the light coming from the truck. Ponies had begun to gather at the edge of the road looking out onto the crash.

“Do you think that anyone was hurt?” a mare asked.

“Maybe someone should go out and help,” a stallion replied.

“Well I’m not going down there,” another mare stated.

‘This is ridiculous; ponies just stand around and expect somepony else to do everything for them. They are just hoping that somepony will go down and help others so that they don’t have to,’ Twilight thought to herself as she watched the onlookers. Then she galloped towards the truck so that she could prove to herself she was not like them.

“Twilight wait, we have to get back to school,” Rivet called to her, but the purple unicorn was already too far away to hear. Rivet sighed, “I know that she wants to be helpful, but really we need to leave.”

The truck stood before Twilight unmoving. The hatch on the top had opened during the crash and she figured that it was the best way for her to enter the vehicle. She began to climb the ladder. “Hello, is anyone hurt in there?” she called once she had reached the top. Without warning that truck jerked backwards causing her to fall forwards into the truck with a crash. Twilight lifted herself off of the bed of the truck and looked around. She was in the large trailer that the truck had been pulling. Upon further inspection she found that though, the roof of the trailer was still open there was no ladder for her to climb up. “You think sompony would have had the foresight to put a ladder on the inside too,” she said to herself continuing her inspection of the trailer. A large metal orb sat next to her, it was roughly five times the size of an average pony and had tubes weaving in and out of it. On the ground next to her laid a walky-talky. “Just what have I gotten myself into.”

_________________________________________________________________________

“I told you to stay on the main road,” the pink mare sneered at her sister who was driving.

“I’m sorry you saw those kids in the way, if I hadn’t moved they would have been run over,” her sister shot back

Silence fell over the two as they continued to accelerate down the interstate they had found their way to. “PULL OVER IMMEDIATELY!” boomed a voice behind the truck. The pink mare looked into the side-rear mirror to see three helicopters approaching the truck. The lead helicopter shot a round into the road behind the truck “The next round will not be a warning shot,” it announced.

“Shit, they caught up to us,” The pink filly informed the driver.

“What are we gonna do Pinkie, if they catch us we will be executed?” the driver asked as she began to panic.

“Don’t worry, remember that’s what I’m here for.” Pinkie smiled back to her sister before opening the hatch leading back to the trailer. As she stepped into the trailer she called back to the grey mare “Continue along this road there should be an exit ahead that will take us into the old subway tunnels.” Pinkie continued ahead not noticing the purple mare hiding behind the stolen metallic orb. Once she had reached the back of the trailer she pressed a few buttons on the wall which then revealed a Knight-Mare Frame.

The Knight-Mare seemed to be old and rusted but it still functioned. Its four legs kept it stable as it sat in the trailer, and Pinkie jumped onto its back so that she could access the cockpit. A hatch slid open, and she descended inside. The pink Knight-Mare frame began to move just as a normal pony would, but it was far deadlier. It then rocketed forwards, and landed on the road as the wheel connected to the hooves spun to match the speed of the truck that it had just jumped from.

Once clear of the truck Pinkie shot the slash harkens from her Knight-Mare bringing down two of the helicopters. A small shout of triumph erupted from the pink mained mare as the two disabled vehicles hit the ground and exploded. The last helicopter fell back after its allies had been brought down. “That’s right you better run,” Pinkie yelled at the retreating helicopter.

Then from behind the helicopter approached something else. The Knight-Mare came into view sending an excited shock down Pinkie’s spine. ‘I finally get to fight another Knight-mare,’ Pinkie thought as the enemy approached.

“What an outdated model you have there, what did you dig it out of the garbage somewhere?” Big Mac asked as he approached the bright pink knight-mare. He lowered his Sutherland Mark 2 and fired his slash harkens at the enemy knight-mare. The pink knight-mare deftly dodged the first and batted the second from the air. ‘This pilot has some skill,’ Big Mac thought. ‘Perhaps this will be an exciting fight.’

“You will have to try better than that,” the pink knight-mare shouted back to Big Mac at the same time firing a slash harken, the second one seeming to be stuck unable to fire. Big Mac produced the blade from the fore-hoof of his Southerland cutting the slash harken from the air, and closing the distance on his enemy.

“I don’t care how good of a pilot you are, that outdated Glasgow could never stand up to a Sutherland,” Big Mac yelled to his opponent as he swung his blade. The blow barely missed the pink Glasgow as it spun, and kicked Mac’s Sutherland in the chest causing it to fall back some. “Ha, you may have delayed me from reaching your companions, but my team has already cut them off.” The pink Glasgow turned to look back at the truck, which was being shot at from another Sutherland in front of it. This gave Mac the chance he was looking for. The Sutherland lunged forwards blade reaching to strike the cockpit of the enemy Glasgow.

Pinkie barely turned back in time to block the Sutherland’s attack. With the fore-hoof pressed against the blade, which had been seconds away from piercing the front of her Glasgow, the two machines fought for the upper hand that would decide the battle. Pinkie didn’t have time to waste fighting against this knight she had to get back and help her sister, who had made it to the exit and was now in the tunnels below. She gave a wink to the enemy Sutherland and pressed a button on the console in front of her causing the front hoof of her Glasgow to disconnect and fume an immense amount of smoke. Pinkie used the cover to get away from her enemy.

As smoke filled the air around where the two had been fighting Big Mac smiled to himself “I will let you escape this time, but be warned if we cross paths again I will not be so generous,” he called after the fleeing knight-mare.

“Lord Macintosh are you okay,” Vanilla called to the kneeling knight-mare in front of her.

Lord Macintosh Gottwald raised his Sutherland so that he could clearly see the knight-mare that had called to him. It was Vanilla Nut his second in command who had been shooting at the truck before it turned into the tunnels. The knight-mare began to approach him, but he raised a hoof to halt it. “I am fine,” He stated. “Continue the pursuit we have forces in place to stop that truck after it enters the ghetto,” he commanded. Vanilla’s knight-mare gave a salute and disappeared into the tunnels behind the truck. ‘I wish we had caught them here; a lot more will have to die due to my failure,’ he thought before he also proceeded into the tunnels.

__________________________________________________________________________

‘This is bad; these guys are actually terrorist,’ Twilight thought as she tried to keep herself from panicking. ‘If I try to jump out I’ll break my neck, if I stay here then the army will think that I’m with the terrorist.’ Twilight began to think of various plans for her escape coming up with a single desperate option. ‘Okay when the army finally stops this truck I will try to turn myself over and offer this walky-talky to them for protection. A terrorist communication device just might be enough to get me out of this mess.’ Twilight again looked around trying to find something that would help her out of the situation she had gotten herself into. ‘From the sound of the outside I think that we have entered one of the underground subway lines. We are going to be headed into the ghetto, and it will be dangerous there for an Equestrian, but that will be my best time to attempt and escape.’

There was a terrible crash as everything in the trailer shifted before coming to a complete halt. ‘We are stopped… did one of the wheels get stuck on something? This is going to be the best time for me to escape.’ Twilight slid the trailer door open and peered out into the darkness.

________________________________________________________________________

“Well, it looks like you really messed up this time,” Lyra stated accusingly at the General. “Looks like whatever you and Clover were trying to hide has been taken by the terrorist and now you are scrambling to retrieve it. Which of course would be simple enough on its own, but you don’t want anyone to know what has been taken so you are deploying all these troops just to cover up your little project.” Lyra turned back to her assistant “It looks like you were completely right this time Bonbon,” Lyra stated, refusing to take the situation seriously.

“Well um, I just figured that something weird was going on with all the commotion,” Bonbon quickly replied trying to make herself seem small.

“What are you even doing here Lyra?” Clover asked from his seat overlooking the bridge of the ship. Clover’s flagship rolled along the streets taking up the entire road. From here he commanded all the troops that were in place on the ground surrounding the ghetto so that the terrorist would be unable to escape now that they had entered.

“Well I’m so glad that you asked your Highness,” Lyra replied as she turned from the incompetent General to face the viceroy of Area 11, Third Prince of the Holy Equestrian Empire. “I have come to collect data for the knight-mare frame that we have been producing over in special division,” she stated.

“Oh cousin, I do not have time to indulge you every time you want to go and collect your data.” Clover rolled his eyes.

“Well if you do not wish me to test the Lancelot at least allow me to retrieve my pilot, I have finally found one that will be able to pilot this magnificent machine,” Lyra pleaded to her cousin

“Very well, just please leave my bridge and me in peace cousin,” Clover said turning away from Lyra. After her wish had been granted Lyra swiftly turned and left the room.

“Prince Clover we are waiting on your orders,” An attendant informed him from the front console, which showed the display of the Equestrian forces in the area.

“It seems that the terrorist have managed to get back to their lair. We have little choice then.” Clover let out a sigh, “Order the troops to destroy everypony in the ghetto leave none alive.”

“But sir.” The General raced to his side. “There are innocent ponies in there,” he stated hoping to sway his liege’s mind.

“If word gets out of what we have been doing Bartley then I will be disinherited. Nopony is to make it out of the ghetto alive,” he yelled to his subordinate. The general backed down and proceeded to relay the command to all the forces on the ground. Through some of the open channels the cries of innocent ponies rang out before being silenced by gunfire.

__________________________________________________________________________

“We are sending you into the underground with one objective. You are to find the vehicle the terrorists have used to smuggle out a dangerous poison gas. You maybe be honorary Equestrians, but none of you forget that you are in fact elevens. If you want to earn your right to carry firearms into battle then you will prove yourself here,” The voice inside Applejack’s radio shouted to her as she propelled from the helicopter and made her way into the tunnels.

The orange mare with the red apple cutie mark had never been into battle as a soldier before, but if she wished to prove herself to the brass then she would need to find this truck quickly. After ten minutes of searching the dark and damp tunnels Applejack heard movement from her right. She turned to see the side door of a truck being slide open, and a purple unicorn peaked out into the darkness. She narrowed her eyes, and the binoculars of her helmet adjusted themselves so that she could clearly see the large spherical container she had been told contained poison gas. Applejack placed a hoof on her radio and called back to her superiors that she had located the terrorists.

Twilight heard the sound of hooves hitting the ground outside the trailer, and managed to turn her heard just before a mare in a military outfit slammed into her. Twilight had enough time to block most of the blow, but was still thrown to the ground at the back of the trailer.

“You cowardly terrorist stay down, ah don’t wanna hurt ya but I will if you make me,” Applejack yelled at the reeling pony she had thrown to the ground. “How can a pony go around killin innocents and think that they are doin what's right. Ya’ll just make me sick.”

Twilight found her footing. She was now very angry at being hit and thrown to the ground, not to mention being called a terrorist. “Killing innocent ponies, if you are so against such things why don’t you fight against Equestria instead?” she demanded of the mare that had attacked her. She began to step towards the other pony, which looked as if she could easily take Twilight down. Twilight produced a light from her horn, which for some reason seemed to completely stun the other mare.

“Twilight?” Applejack asked tentatively, at seeing her long lost friend. Now that she could see her in the light she could plainly see the purple unicorn wearing an Equestrian school outfit, she could also see that the cutie mark on her flank possessed many stars, and knew that it was indeed Twilight. Applejack removed her helmet so that her friend could see her clearly “Twilight its me, Applejack”

Twilight was stopped in her tracks. “Applejack is that really you? You became an Equestrian soldier?” Twilight asked upon seeing her friend whose face she hadn’t laid eyes on in seven years.

“And from the look of it ya’ll is a Equestrian student now. What are ya doin here Twilight?” Applejack questioned

“It’s a long…” Twilight was stopped her reply mid sentence as the container began to open on its own. Applejack dove towards Twilight knocking her over and forcing her gas mask down on Twilight. However, gas did not surround the two mares; instead from inside the container fell a white unicorn with a purple mane. On her flank almost completely obscured by bindings was a cutie mark containing three sparkling gems. Twilight pulled the gas mask away from her mouth so she could ask, “Who is that Applejack?”

“I don’t know Twi,” Applejack replied as she stood and proceeded over to the semi-conscious mare that had appeared before them. “We were told that there was poison gas in the container nothing was mentioned about there being a pony inside.” Applejack told her friend as she began to undo the bindings that inhibited the white unicorn from moving. Twilight raised herself from the ground and proceeded to help her friend untie the mare.

“Well done Applejack,” Came a voice from behind the two ponies. Applejack turned to see her commander standing in the tunnel with a squadron of soldiers behind him.

“Sir,” Applejack began, trotting over to her commander. “We haven’t been told everything, the terrorist didn’t have poison gas. Look,” she said pointing to Twilight and the mysterious mare that had fallen out of the container.

“Silence!” The commander yelled, causing Applejack to flinch. “I will overlook this little outburst due to your stellar military achievement. Now,” the commander paused in his speech to reach into his saddlebag and produce a revolver held between his teeth. “Take this gun and execute the terrorist,” he commanded, Twilight winced noticing that she was now in a very dangerous situation.

“But Sir, that isn’t a terrorist it is a…” Applejack was cut off by the sound of her commanding officer

“Are you disobeying a direct order from a superior?” her commander asked, glaring into Applejack’s eyes.

“Ah’m sorry sir.” Applejack said turning away from the commander to face Twilight. “Ah can’t obey that order.” She smiled to her friend.

“Well that is a shame.” There was the sound of a single gunshot and Applejack hit the ground limp. The pony with the pistol clenched in his mouth proceeded toward Twilight. “An Equestrian schoolgirl. Well it looks like today wasn’t a good time to skip class,” he said as he raised the gun aiming at Twilight just ten meters away.

‘This is bad,’ she thought. ‘They shot Applejack, this can't be it. I can't die here, this cant be how it ends’.

Unnoticed by anyone in the tunnel the grey mare in the driver’s seat of the truck rolled over bleeding badly. “Damn Equestrian bastards, you won't get the best of me… Down with Equestria… Long live…. Fillia,” the dying words of the mare rung out before she flipped a switch causing the truck to explode filling the tunnel with smoke.

After moments the smoke has cleared. The commander stood in the tunnel coughing hard. When he looked up he saw that Twilight and the mysterious unicorn had vanished. “Dammit. Everypony spread out find those two at all costs,” he yelled stirring his troops into motion.

“Sir,” said a stallion behind him. “Command has sent us new orders. In addition to finding the girl we are to eliminate anypony in the ghetto.”

__________________________________________________________________________

“This is all your fault.” Twilight threw the white unicorn against the wall of the corridor they were walking down. “If you hadn’t showed up Applejack would be fine, you are to blame for all of this,” Twilight yelled at her knowing full well that they should be quiet. The mare merely looked at her not saying anything. Twilight calmed herself a bit “Come on,” and as she commanded the unicorn fell in line behind her. Up ahead there was a flight of stairs leading up into a warehouse. The two approached cautiously and heard voices and gunshots from beyond the stairs. Twilight peeked her head out to see what was going on.

In the building she saw the same soldiers that had been at the truck. A stallion in ragged clothing ran from them only to be cut down by a rain of bullets. Though Twilight didn’t wish to see what was going on she could not pull her eyes away as the commander gunned down a defenseless colt. Rage boiled up in Twilight’s chest, but she remained quiet, her survival instinct pushing out the urge to run at the soldiers to stop them.

“Are you sure that the tunnel is supposed to let out here?” the commander asked back to one of his subordinates. After receiving confirmation he continued, “Okay, spread out and search the warehouse they have to be here somewhere,” he commanded

“Over here sir,” came a voice from behind Twilight. She turned to see a brown stallion staring down at her grinning.

Pain exploded around Twilight as she was slammed into a wall, the entire company of soldiers now surrounding her. “You did well, but that is to be expected. You are an Equestrian after all. But this is where you end, prepare yourself,” the commander said leveling the revolver once again at Twilight's head. Twilight was completely panicked and unable to move.

‘No. No! This cannot be the end. Not here in this place. I have something to do. I cannot die here,’ was all Twilight managed to think before hearing the gun going off.

“No, she must not die!” the white unicorn yelled before falling to the ground limply. She had jumped in from of the bullet. The blood from the hole in her head began to pool on the ground. Twilight could not fathom why she had sacrificed herself. She inched forwards kneeling next to the mare that had just saved her. She lay there dead, completely unmoving.

Suddenly, the dead unicorn’s hoof shot out and touched Twilight. The world around her vanished as she was pulled into a white world. Twilight had no idea what was going on, but a voice in her head began to call to her. “It seems that you have something to live for. Some unfulfilled wish that you desperately hold onto. If I were to give you the power to survive this and fulfill your wish would you help me fulfill mine? This contract I offer to you. Know that the power of the king will cause you to be alone. Anypony with the power can never truly know love or be with another, still will you accept the terms of this contract?” the mare in her mind asked

Twilight spun in the world within her head. She knew that she was about to die and that this was the only hope that she had in the world. “Yes, yes I accept the terms of your contract,” she told the pony in her mind.

“Very well then,” it called back. “I bestow on you the power of the king.” Twilight found herself back in the real world where she was before. Though now she felt different. She was unable to describe what had been changed, but she knew these soldiers before who could not stand against her.

Smiling Twilight raised herself off the ground. She looked around before speaking, something about her left eye had changed and it pulsed with red energy. “ Say, how should an Equestrian who detests her own country live out her life?” she asked the commander showing her broad smile

“What are you some kind of radical?” he replied, then stopped as fear crossed his face.

“What’s the matter? Why not shoot? Your opponent is an unarmed student. Or have you finally realized. The only ones that should kill are those that are prepared to be killed?” she asked the commander that was now frozen in fear.

“What is going on here?” he yelled but it was too late.

“Now I Twilight V Equestria command you.” energy shot from Twilight’s left eye and spread across all the soldiers “DIE.”

All of the soldiers stopped. Then from their saddlebags they produced weapons and positioned them so that they were aiming at their heads. “Certainly your highness,” the commander proclaimed. “Men fire.” Many shots rung out in the warehouse as all of the soldiers fell to the ground, unmoving. Twilight snapped out of her trance as the last body hit the ground. She looked around at what she had caused, knowing that she could never go back to what she had been before. No longer could she be a simple student hiding out from the Equestrian army at Ashoof academy.

A new smile spread across Twilight’s face “Well then….”

__________________________________________________________________________

A/N: This was something that I wrote a long time ago, and finally got back around to editing it. I am not sure if I will continue this story. A lot of that will depend on the feedback I get. If i do decide to continue it know that it won't just be a shot for shot remake of Code Geass, and I will add a lot of originality to it. This chapter followed the story because I was drawing a lot from the show. Thanks for reading.