Love and War

Chapters

Chapter 3
Chapter 4
Chapter 5
Chapter 6
Chapter 7
Chapter 8
Chapter 1
Chapter 2

Chapter 3

MLP: Love and War

...

Dash had personally delivered the letter of warning personally to the Prince of Cloudsdale. When his advisers and guards refused to let her hand over the letter personally, saying they would tend to the matters, Dash refused and flew into the castle.

She lead them all on a wild pony chase till she lost them temporarily and found the Prince of the Pegasus.

Dash delivered the letter, and he read it, looking shocked, appalled and not very happy at this news. He was also pretty miffed at his advisers thinking he didn't need to get involved in something so important.

Three advisers found themselves demoted to coastal weather duty for one month...

After that, Dash left and headed back toward Ponyville.

As she was flying, she sensed her charge was building back up. She looked at her wings and blinked. This charge was not hurting her at all. If anything, it seemed to almost reduce her own wind friction. She decided to test this, and pushed herself as fast as she could go, diving to build speed.

She was amazed, in half the distance, she broke the sound barrier, creating the sonic rainboom, but with a huge twist. Arcs of lightening ripped through the sky within the rainbow ring. The sight was more awesome than anything Dash could have imagined.

Yet, she felt herself going faster. The electricity starting to form around her wings was growing, and starting to wrap around her.

With a sudden surge, Dash screamed as the world seemed to vanish.

A moment later the world reappeared, and it was spinning out of control, and getting closer, faster than she wanted it too.

Dash folded her wings to her sided and tried to go into a nosedive, and she was happy when she did. Now rather than the world tumbling toward her out of total control, she was simply spinning out of control.

She carefully brought her wings out, trying to stabilize herself and stop the death spin. She grinned as she pulled out and was finally under her own control again.

She spread her wings and slowed herself down, finally slowing to under the speed of sound.

When she realized this fact, she grinned wider. Had she breached double the speed of sound? If so, she must have blacked out.

She landed atop a mountain to get her bearings and clear the ringing in her head.

As she looked around, she became aware these mountains only looked slightly familiar, especially the ones to the north.

Wait... There were no mountains to the north that looked like these. These ones reminded her of the ones to the SOUTH of Ponyville.

"No way... what happened? I was still north of Canterlot... it would have been at least another hour or so before I got back to Ponyville." She shook her head again and looked at her wings.

The feathers were oddly shiny, and smooth. She felt one with her lips, like when she preened, and blinked. They felt like feathers, only far smoother.

She noticed her wing edge was missing its leather bindings, but it refused to come off. It had somehow fused to her wing.

It didn't 'truly' matter as it was already so thin and light that she didn't even feel it at all, but its streamline seemed to have spread to the rest of her feathers.

"Hold on..." Dash wondered. "What if... what if I went so fast... I not only broke the sound barrier... but went as fast as lightening?"

She remembered her electric charge building up around her before this happened. Had she momentarily transformed into a bolt of Lightening? Was that even possible?

She turned north, her internal compass telling her the direction she needed to go to get home to Ponyville.

She took off again, this time not diving to gain her speed. Somehow, she broke the sound barrier with ease, her sonic Rainboom surging with lightening, and kept accelerating. The charge surrounded her again and BOOM!

Again she felt the sudden surge. She pulled out of the sudden tumble and took control, easily, slowing to below the speed of sound again. She grinned as she saw Ponyville below.

Even from this height, she could see everypony below looking into the clear sky, wondering where the bolt of lightening had come from.

She descended and landed in front of the library as everypony exited.

"Rainbow Dash?" Twilight blinked. "We were not expecting you back for about an hour."

"I know, I wasn't expecting to get back so soon either." She grinned. "I broke the Sonic Rainboom Barrier."

Twilight raised an eye. "You what?"

"Inside, I'll explain."

...

"The Sonic Rainboom Barrier." Dash stated. "This is the barrier that exists beyond the Sonic Rainboom itself. Flying faster than this is impossible."

"Wait..." Rarity held up a hoof. "Darling, you said you broke this barrier? But you just said that's impossible."

"I said flying past it is impossible." Dash's grin was simply not fading. "But, if you transform into something that does not fly."

Applejack had been outside and has seen the mysterious bolt of lightening. "Now hold on Sugarcube I saw some bolt ah lightenin in the sky just before y'all came down. "Are ya tellin us ya turned yerself into a bolt ah lightenin?"

"Yes, yes I am." Dash stretched out her wings, and everypony instantly noticed the difference. "Just don't touch them if I haven't grounded myself or discharged. I carry one heck of a static charge that can nearly blow the wings of Lightening Rod, the one Pegasus renown for being immune to lightening strikes."

"Are they safe right now?" Fluttershy asked.

"Yea, they're safe. I just have to touch the ground with at least two hooves and I'm grounded."

"That sounds amazing." Fluttershy reached out and stroked a feather. "Your wings are a little longer, narrower. The feathers... they're still feathers but feel so smooth and... I see. Zero air drag." Her eyes went wide.

The other ponies all looked confused.

Dash saw this. "Back when Fluttershy and I lived in Cloudsdale, we learned about a theory that if one could ever achieve zero air drag, any speed would be possible."

Dawn nodded. "I see. With nothing to slow you down, you could only get faster till you hit that barrier you mentioned. But... what normally happens when you it it?"

"In theory? Because I'm the only pony who's ever broke the first barrier, the theory is when I hit the second one, it would be like crashing into a solid surface. There wouldn't even be any feathers left to bury at that speed."

"Landsakes Rainbow Dash... and you actually tried to hit that barrier?"

"Yea... dunno why I did it, but somehow, because of my new wings... however they transformed, I coated myself with electricity, shielding myself and piercing the barrier. I then became lightening."

Twilight frowned. "That sounds far too dangerous."

"Says you, I already did it twice,and now my Sonic Rainboom is charged with lightening too. It looks SOO Awesome!" She squealed in delight. "I really wanna show you."

Pinkie brought a hoof to her chin. "So... if you're going so fast, wouldn't Dash be too slow of a name for you now?" She then looked at Surprise and they both grinned.

"Rainbolt Blitz!"

Dash blinked and laughed. "Yea, right. I can't just change my name like that... can I?"

"Sure, why can't you? I change my name from Pinkie Pie to Pinkamena when I transform"

"You don't really transform... You become depressed." Twilight tried to interject, but Pinkie ignored her.

"And when I transform, I get new skills and even think differently and can do things I normally can't do."

"Normally won't do, you mean." Twilight still tried to interrupt She failed again.

Dash chuckled and looked at her friends. "Rainbolt Blitz you say?"

"Yea, it sounds so sweet."

"Heh, y'know, maybe I can use that as a hero name or something. Or that's what I'll call this new move."

"You can wear a mask so nopony recognized you." Pinkie was on a roll.

"Like her mane and tail wouldn't give her away?" Twilight sighed. "Why do I even bother to try?"

"Yea... but like Twi just said, My mane and tail would stay the same, and my new lightening bolt coat is kinda distinctive." She looked at Twi. "So... have you figured out why my coat changed like this anyway?"

"I examined the poison and couldn't figure out ANY reason why this happened too you... In fact, the ice and my magic shouldn't have even worked."

"Cool, so I'm really the fastest pony ever to have existed. Heck, I went from a few leagues from Cloudsdale to all the way past the Dragon Tooth Mountain in an instant."

Twilight's eyes went wide. "You... you really went that fast?"

"Yea, though control is a little difficult. I still need practice it seems."

Twilight couldn't see why not. She told Dash to practice with her new found speed and ability. Who knows, maybe it would really help in the future.

"But for now, we need to come up with a plan..." Twilight looked at Dawn and Surprise. "We're heading to Gaea."

Dash grinned. "I bet I could get there in a flash."

"Dashie, dear me, are you certain you can travel THAT far? Even flying it would take a fast Pegasus at least a month." Rarity pointed out.

"Don't know till I try. I mean, I went from Cloudsdale to way south in an instant. Though... I think it's best if I keep my trips to relatively short range for now."

"Back to our plan if you will..."

...

Over the Everfree Forest.

Celestia's personal Sky Ship, the Sunflare.

This ship was powered by magic. Rather than having a large balloon and fans to hold it up, it relied on celestial light as its source of power.

As long as there was no new moon or eclipses, the ship could remain in the sky forever.

Unfortunately, it was not the fastest thing in the sky.

"Princess, they're catching up." The captain called to the Princess. "We can out man oeuvre them, but they keep catching up."

Celestia nodded, feeling very concerned. The Everfree Forest... a place where her magic was sorely limited. She was not able to call upon her divine magic to disable the ship that was baring down.

Even now, she spotted a dozen smaller, and much faster and more maneuverable than her own ship. She turned to her personal Pegasus guards. "Try to disable those smaller ones. Do not allow them to get close."

The guard captain saluted and faced his fourteen Pegasai team. "You heard our Princess. Stop those little ships from getting close."

They took off, five teams of three. They closed on the small ships.

...

"They're in range, take them down. We have to capture that ship and it's special passenger at all costs, even if it means dieing." The lead ship pushed in, firing spears and killing two Pegasai instantly.

The battle had started...

...

The Everfree Forest.

They had all the supplies they needed for this dangerous journey. The small team followed Dawn's daughter, Surprise, through the winding paths.

Dash flew as high as she could, glad for her odd, new streamlined wings and abilities. From this height, she was able to keep an eye on her friends.

Every now and again, she would spot a large predator and would drop down to warn her team.

They would work their way around till night fell.

"How much closer are we to the ruins?" Twilight asked the smallest member of the team.

"We should reach it late morning. Then by evening we'll reach the gate." She replied. "Of course, by then we'll be quite a ways underground so night and day won't really mean much."

"Let's just hope your Mother hasn't already started using it to move her army." Twilight stated plainly. "I can only hope we can prevent this invasion peacefully..."

...

Morning arrived and the small team pushed on through the twisting forest.

Surprise finally lead them to an ancient looking ruin, one that could very well predate the rule of Celestia and Luna.

The ruins were fascinating to Twilight, and she wanted more than anything to explore them and study them. Perhaps after all this chaos was done, she might get her chance.

Surprise stopped before the entrance to the largest standing structure. "Oh, I want to warn you... this place is spooky."

"Oh Oh!" Pinkie bounced. "Remember, giggle at the ghoulies."

Six members of the teem giggled at this, while two were at a complete loss.

"What?" Dawn asked, not knowing that he was in for...

...

Dawn was the only one not laughing by the end of Pinkie's incredibly energetic and bubbly song.

"Oh come on and smile Mr. Grump Grumpy pants."

"What are pants?"

"Dawn..." Twilight nudged him. "I think it's best if you stop while you're ahead... or to be more accurately, while you're head is still working."

"Uh... okay?"

...

Deeper into the ground and the ruins they went. They almost had to keep Twilight on a lead to keep her from trying to inspect each and everything she saw that caught her attention... which seemed to happen every few lengths.

Surprise just led the way, carefully weaving through the passage.

"Surprise?" Twilight walked next to the smaller Earth Pony. "Do you know anything about this ruin?"

"Not really that much at all. I never got much chance to explore this place..."

She suddenly stopped at one point. "I have to check something up ahead... could all of you stay here? Please?" She gave her best big cute eye look she could manage.

"Sorry, but we should stick together." Dawn smiled at Surprise.

"Um... I mean... please? I have to... um, take care of some 'personal' business."

Rarity rolled her eyes and reached into her saddlebag. "If you really must Surprise, but here. Make sure you wipe properly."

Surprise blushed, but accepted the roll of soft paper. She then slipped off ahead.

"Why not just use one ah the side rooms right here?" Applejack asked. "Ah think that filly is up t' sumpthin."

Dawn placed a hoof on AJ's shoulder. "She's my daughter... I want to show I can trust her."

"Well, a'right."

...

Surprise grunted slightly as she dragged the larger corpse into a side room with her teeth. (Knew I should have killed them out in the woods where some meat eater could have gotten rid of the evidence...)

She emerged from the room and grabbed Tracker's body, dragging him into the room. (Ugh... the damp air in here is making them rot so fast... I hope the others don't notice...)

Once done, she rinsed her mouth out with water from her flask and returned. "I'm back."

"Let's move on then." Dawn nodded and they did just that.

About fifty lengths up the passage, Rarity scrunched her nose. "Dear me... what is that horrendous smell?"

Surprise winced, and she realized she had not returned with the roll at all. "Um... that's my fault?"

Multiple responses along the lines of "EEEW" and "What the hay did y'all eat?" and other such comments flew from her companions mouths, all but for Dawn. He looked into the room where he saw two corpses.

"Surprise?"

"Yes Daddy?"

"Have you ever met a two pony team, one Hunter and one Tracker?"

"Um... Yes..." She hung her head. "Mommy told me to..." She glanced at the room, then at the others, knowing they were not going to be happy with her.

Fluttershy spoke first. "It's not your fault Surprise. You didn't know any better."

"Yes, it is most certainly not your fault." Rarity added.

"Shame you killed Tracker." Twilight stated flatly. Everypony stared at her in shock. "I would have enjoyed using my magic on him and curing his insanity and turning him into a good pony so he could realize the error of his ways."

Many breaths were released in relief.

"And if that failed, I'd have killed him myself." She added, a snarl on her lips.

With that said, nopony said anything more till they finally entered a large chamber.

"Surprise? Is this the room with the gate?" Dawn asked his daughter.

"No. This room... This room is where a lot of ponies died when this city fell." She pointed out the crumbling remains of skeletons.

Pony skeletons.

Thousands of pony skeletons.

Fluttershy clung to Applejack's side, shivering frightfully.

They moved through the mass grave.

Twilight paused and examined a skeleton. "I'm not sure these were ponies."

"We don't have time for this." Rarity rolled her eyes.

"We're making time. We need to take a rest anyway."

"In this graveyard?" Rarity shivered.

"They're dead. They're not going to get up and..."

"BOO!"

"WAAHAHA!"

"Pinkie, put that skull down and stop teasing Rarity."

"I didn't do that." Pinkie was on Twilight's other side.

"Sorry..." Surprise looked sheepish as she set down the skull.

If Rarity had not already had a white coat, she darn well would have by now.

Twilight rolled her eyes and examined the skeleton again. "Look at this structure. A lot of it is like us Ponies. The hind hooves, tailbones, skull, though these are a little flatter in the face. The hip is completely different, and the spine and ribs. I... I think they walked on their hind legs. Look at these, the front hooves."

"My word." Applejack looked. "Ah've seen a pony skeleton before... but this sure ain't no pony Ah'v evah seen."

"These bones... five digits.. Whatever these were, they had hands, like Spike, but lacking claws." Twilight gasped. "I... I remember reading about some creature like this back when I was studying in Canterlot. I think they were called the Ancients, the beings who populated this world before Ponies existed. Some say that we Ponies came from them."

"Y'all sure 'bout that?" Applejack asked.

"Yea." Dash picked up a forehoof. "I mean, look how flimsy this thing is. How could they even run?"

"They ran on two legs, like Spike."

"Ugh..." Rarity fumed. "Can we PLEASE get moving? The sooner I can get out of here the sooner I can groom. I'm feeling positively icky down here in this place..."

Twilight sighed and agreed. She still kept an eye out and made mental notes on some of the skeletons she saw. There was just as many Earth creatures as there were ones with Unicorn horns and ones with Pegasus wings.

Suddenly Rarity stopped, everypony behind her bumping into each other, except Surprise who was in the lead. She looked back. "Rarity?"

"Look at that." She shone her light up at a massive painting on the domed city.

It depicted two beings, each with a horn and wings. One white, symbolizing the sun, and the other, deep blue, with the symbol of the moon behind the slender form.

"Is that..." Dash stared.

"It can't be." Rarity added.

"Princess Celestia and Princess Luna? But.. they look like they might be the same as these creatures down here." Twilight stared in awe. "If that is them... just how old are they?"

"Why don't you ask Princess Celestia when you see her next?" Pinkie Pie beamed.

"I... I can't do that." Twilight looked terrified even at the concept of asking the Princess such a question.

"Oh, Twitchy tail?"

Twilight instantly covered her head with a spell. A moment later, there was a deep rumbling above them.

"Super twitchy tail."

"The gate is in the next chamber." Surprise cried out as massive cracks started forming in the ceiling. "RUN!"

They ran, dodging chunks of the ceiling as it rained down. Twilight and Rarity doing their best to cast a linked shield spell to protect them.

They charged into a smaller chamber and saw a massive stone and metal ring. In the center was a silvery, glowing pool, floating not horizontal, but vertical.

"That's the gate. GO!" Surprise waved everybody through. "It's a rough ride, but safe."

"Wait, what?" Rarity stopped dead in her tracks, only to be tackled through by Applejack.

Pinkie Pie and Surprise jumped through after everypony else had piled through.

...

It was dark in this chamber, not lit by a strange silver light.

Twilight and Rarity lit up their horns while Surprise turned on a stick with a glowing light on the end.

"Ugh... what happened?" Dash groaned. "Applejack, please get off me."

"I think the other half of the ruin collapsed." Twilight frowned. "That means... our way back home just closed up on us."

"Are you serious?" Rarity wanted to cry. "We have to hike back all the way through the Everfree Forest?"

"So it would appear." Dawn sighed. (Well, this is most likely a one way trip for me anyway. I... I don't want to leave Twilight. I feel like we were meant to be together... I love her so much, but... Looks like I'll be making a final sacrifice for her, to give Equestria at least a fighting chance.)

"Let's press on." Twilight sighed.

...

It was late at night when they emerged from the ruin at long last.

Twilight sat down, exhausted. "Let's set up camp inside the big structure. Less chance of our camp light being spotted."

And so they did, sleeping till mid morning.

Once rested, they pressed on.

And it was almost mid day the following day that they emerged from the edge of the Everfree Forest.

The land looked hard, mostly rocky terrain. The air was dry and dusty. In the distance they could see a small town, many clouds of black smoke raising.

"Is that town on fire?" Twilight gasped.

"I'll go check it out." Dash prepared to go.

Dawn stopped her with a hoof on the shoulder "No. We need to hide your and Fluttershy's wings. If you are identified as Pegasai... you're as good as dead. They'll rip your wings off and cut you slowly till you bleed to death over days and days, leaving you outside in the weather and with no food or water."

"Or they just lock you in a heavy iron jail cell and let you die from... from starvation and thirst... or worse." Surprise hung her head. "Dash... how long can you last before you feel the need to fly?"

"I gotta stretch my wings every day, but I think I've lasted three days once when I busted my wing this one time when I was just a foal. I would pester Mom or Dad every single day for the next two months. They had to take me up and fly at least three hours a day or I'd become so depressed..." She looked at Surprise. "We'd die sooner from depression than from starvation or thirst."

Fluttershy actually nodded. "I... I'm like that too... I'm afraid of heights, but I do love to fly."

"So... can Fluttershy and I go for a little flight? We'll avoid anywhere anypony might see us."

"You've been flying through the forest constantly Dash." Dawn raised an eyebrow.

Fluttershy giggled cutely. "Dawn? I... I'm sorry to say you are wrong, but hovering at a walking pace is not what we Pegasai call flying."

"What do you call flying?" Dawn asked.

Angel, who was on Fluttershy's back, pulled down a tiny bunny sized pair of goggles over his eyes and gave Fluttershy the thumbs up.

Few had ever seen Fluttershy actually fly at full speed, but today, they got too.

Twilight remembered when they had the encounter with Discord, Fluttershy had been able to catch up to Rainbow Dash, even when she had been pulling Twilight's hot air balloon

And now, she saw the two take to the air, flying only twenty or thirty lengths over the forest. Dash was going as fast as she could without stressing the sound barrier, and Fluttershy was keeping up with her.

Even Pinkie Pie's jaw dropped at this display.

"I never knew the darling was so fast." Rarity recovered quite quickly.

The pair of Pegasai vanished quickly over the forest, even dodging low to weave through the trees at speeds nearly breaking the sound barrier.

Dash glanced at Fluttershy and smiled. She was so proud of her dearest Pegasai friend. These last two years she had come out of her shell, though she was still timid and shy around strangers.

Fluttershy, initially a weak flier, had learned so much more about herself as she had gained confidence, and she had been taking special flying lessons for some time now. These lessons had terrified her at first, but she slowly had gotten used to them.

Now she could reach speeds like this, and even weave through the thick forest with ease.

She may not be able to break the sound barrier, yet, but Dash could tell that she was slightly more agile then herself, and the cyan pony could not be happier.

As they weaved through the trees, they were nearly taken by surprise by a sudden explosion, warned only seconds ahead by an ever aware Angel.

The bunny spotted the danger in the sky and got Fluttershy's attention. She squeaked and pulled up, Dash following her.

Once through the tops of the trees, they saw what had caused the explosion.

It was massive, the balloon nearly two hundred lengths long while the ship under was 'only' about one hundred.

And it was dropping bombs toward them.

"Fluttershy, get out of here... I'll take care of that thing."

"I can't leave you Dashie." Fluttershy countered and flew upwards toward the huge ship, even as smaller ones were launched to attack.

...

"Y'all hear something?" Applejack's ears perked up.

Dawn paled. "I heard an explosion in the forest." He jumped up onto a rock formation and paled. "There's a sky ship out there. I can't see it too well... It's so far away.

Twilight joined him and created her air lenses. "I... I can see it. Oh no... Rainbow Dash and Fluttershy are under attack..."

...

Dash was impressed with Fluttershy's aerial agility, even though she rarely showed it, she had untold potential. She was easily evading these small ships while Angel loaded the launcher.

Herself, her speed made her an impossible target for these small ships. She gasped when one of them exploded into pieces and plummeted to the forest below along with three Earth Ponies.

She looked and saw Angel loading the launcher again with a skull and crossbones bomb.

(Ah heck... I can't be outdone by a bunny.) Throwing caution to the wind, she picked up speed, breaking the sound barrier less than a length from the nearest ship. The shock wave shattered the frame, causing it and its crew to follow the same fate as the other one.

The fight got quite hairy as spears started flying at them from multiple directions, but both speed and agility were on this pair's side.

Then came the gliders armed with repeating dart launchers. These proved to be more dangerous then the small ships, even as three more went down.

Only one ship remained and it was turning back.

The gliders on the other hoof were quick and agile as well, with quite competent ponies flying them, even though they were Earth Ponies.

Dash grinned and broke the sound barrier again, heading right for the main ship. She wanted to try something, something that would be VERY dangerous.

...

Twilight sparkle watched the aerial battle, telling the others what she was seeing.

Fluttershy had been doing great against the small ships as they were not fast enough to evade the grenades But these gliders were nearly impossible to hit for the yellow Pegasus and her gun bunny.

Dash was even having trouble with them until she turned her attention to the massive ship still high overhead.

Twilight gasped as she witnessed first hand as Dash transformed into lightening. She then looked up at the ship and gasped.

It was going down, the sky ship having been ripped in half and the balloon torn asunder from the bolt of lightening. Then it exploded, a massive explosion as all the bombs inside detonated.

Twilight had lost sight of Fluttershy and was now desperately searching for any sign of her...

"F... Fluttershy... No..."

Everypony had been able too see the explosion, even from this distance.

"Wh... what happened?" Rarity gasped.

"I think Dash used her Rainbolt Blitz... and took out the sky ship." Dawn hung his head, feeling bad for all the ponies who had just died... and was dreadfully worried for Fluttershy.

Pinkie Pie's hair fell strait. "F... Fluttershy was near that big boom?"

"Ah think she's smart enough to have gotten outta there." Applejack looked to Twilight. "Y'all find her yet Sugarcube?"

Twilight released the spell. "No... nothing..."

Surprise was in awe. To be able to destroy a sky ship all by herself... Rainbow Dash was a force to be reckoned with. She hoped that could be avoided. And Fluttershy. She didn't know her all that well, seeing as she was so shy and quiet, but she could tell her Daddy and his friends were worried. "D... Daddy? I... I'll go find her."

"It's too dangerous." He said, pointing toward another two ships approaching. "We should get under cover... I only hope Fluttershy is ok."

...

Fluttershy groaned. She was in so much pain. She looked around, here eyes widening as she saw the wreckage of the sky ship burning nearby. She could see ponies laying around everywhere.

Almost all were dead, either from the fall, or the explosion which had taken her out.

Her right wing was in great pain, but her left one only hurt at the base.

She looked and saw her wing was broken in multiple places. A quick look at her other wing... and Fluttershy started to feel a level of despair fill her heart that she had never thought possible.

Her left wing was missing, severed clean off.

Then she saw Angel Bunny emerge from a bush nearby, a deep gash across his right eye. Other than that, he looked fine, besides rushing to her side with an expression of pain and worry.

Her depression faded slightly, knowing that Angel was alright, for the most part.

Then she saw movement.

The Gliders had landed and were searching the wreckage, and three of them were heading right toward her.

...

Dash groaned. Something felt wrong as she floated, seemingly weightless.

Her eyes cracked open and she felt something she was not familiar with.

Fear.

The Moon looked far too large.

She strained and looked behind her, thinking she was just on a really high cloud...

The world she knew... she never had seen it like this before.

It was round, with many different lands, oceans, seas and continents.

Somehow... Rainbow Dash was floating in space between her whole world and the Moon, an electrical barrier flowing brightly around her.

How could this have happened? How could she have left her own world? Was she dead? Had her idea failed?

Was this what it was like to be dead?

"N... No. I'm alive..." She closed her eyes and tried to move her wings, but they were screaming for rest.

"Guess I reached my limit..." She could feel the air getting thin, fast. She felt like she was trapped in a bottle with no source for air, and with the air as thin as it was, she would not be able to fly.

"Is this... is this how I'm going to die?" She looked at the Moon as it kept getting bigger... and bigger. She realized she was still moving, and at a speed she was unfamiliar with.

"This... is going to hurt..."

Her barrier started to spark, flames skipping off them. She had no idea what was going on. Was this another transformation? Into flame?

Then the outside was wrapped in flames as she shot toward the surface of the moon, faster than she could believe.

Shortly the flames faded away and her barrier started to fade.

She felt fresh, if thin, air seeping in. She breathed deeply and forced her screaming wings to stretch out, hoping she could slow, or stop her incoming demise.

As her barrier faded completely, her wings caught the air and she felt the rush of wind. She could feel herself slowing, but would she slow enough? She was still traveling way past the second barrier.

The air was too thin, and she could not catch enough to slow. (This is it... Goodbye everypony...)

"Do not despair Rainbow Dash". She heard a voice echo in her mind, and a moment later a pair of large blue wings appeared before her, catching her on a slender, midnight blue form.

They slowed and landed on the barren surface of the moon.

Rainbow Dash collapsed off Luna's back and landed on her hooves.

"L... Luna? How?"

"I felt you near my celestial temple, the Moon. I came here and caught you." She smiled gently. "You are the first pony, ever, to leave Eden, our world." She looked up into the dark sky, back at the world above.

"Eden?"

"That is the name of our whole world."

Dash was in awe. "I... I'm really on the moon?"

"Indeed you are." She smiled back down at Dash. "Bath in the healing light of the Moon."

Dash felt a soft, silvery white light engulf her, and her pain faded away. Once she was suddenly feeling better, she met Luna's green eyes. "How do we get back?"

"I am not really here. This is just my spirit." Her smile faded slightly. "The Moon... the air is too thin for you to reach the speed you need to escape it. I am sorry."

Dash paled. "I... I'm trapped on the Moon? But... I can't be trapped here."

"Worry not Rainbow Dash. In time, the stars might aid in your return. You will just have to be patient."

"The stars? But... they took a thousand years to free you... I can't live that long."

"Come, follow me."

"But... my friends... Fluttershy, she was near the Sky Ship when I hit it. I... I felt it explode and... and..."

"Rainbow Dash... You have transcended the normal existence of a Pegasai. You have become Lightening itself, an eternal natural force."

"Wait... what?" Dash asked as they walked.

"Soon... you will understand."

...

The remaining six had gotten as close as they could to the crash site, and what they saw brought tears to all their eyes.

So many ponies had perished. This sight hit Dawn and Surprise harder than the Equestrians, their fellow Gaeans lining the bodies of the dead and placing them into bags to be transported to the newly arrived ships above.

"This..." Surprise wanted to cry. "Is this what war is like? Daddy... I don't like war. Too many have died..."

Dawn hugged his daughter. "Shh, it's alright Surprise..."

"There's Fluttershy, caged." Rarity pointed out.

Twilight had her air lens spell active again. "Dear Celestia... She's hurt. I... I think one of her wings is broken." She then realized something so horrible she could only start crying into Applejack's neck.

"Twi? What's wrong? You can tell us Twi."

"She... She's missing one of her wings."

Pinkamena closed her eyes, her whole body trembling. "How... how dare they..." Her blue eyes snapped open.

Rarity could see into her eyes, and what she saw terrified her. Pinkie Pie might never be herself again. Rage, hatred, anger. All signs of hope and happiness seemed to have vanished in that instance.

They all had to hold her back from charging in.

"Pinkie Pie, get a hold of yourself." Rarity grabbed her head and looked into her eyes. Her pupils had shrunk to mere pinpoints and she was trembling terribly. A very unnerving and insane grin was plastered onto her lips.

"No... I'll kill them all. I'll... I'll..." She started to giggle manically. "I'll make... CUPCAKES!" Somehow, she threw everypony off and charged.

...

A soldier was sighing as he lifted a piece of scrap, all hope of finding survivors had diminished as he had only found the dead... or parts of them.

He then heard something and dropped the heavy plank of wood.

A pink, and VERY disturbing looking mare was right there.

"Hi there. Wanna help me make..." She held up a foreleg, a thin blade snapping out of a sheath. "Cupcakes?"

He didn't even have a chance to scream as his throat was sliced open, and a moment later his belly, his internal organs spilling onto the ground.

He fell to his side and watched as the frightening mare turned on a pair of nearby soldiers. Before his sight faded, he watched them both get slaughtered, not even standing a chance.

...

"Sir?" A soldier approached the sky ship captain. "We have a situation on the ground."

"Other than our fellow country ponies being dead?"

"Yes, I mean no, I mean..." He shook his head and grabbed the captain, dragging him to the railing and making him look down.

The Captain took a few moments before he saw it. A pink pony weaving through the soldiers below, cutting them down with insane speed and brutality.

"What the hell is that? That can't be a pony." He watched as the pony vanished behind a tree, only to emerge from behind another one and end two more soldiers by gutting them, causing them to suffer a slow, agonizing death.

"Get our ponies out of there."

...

Twilight stepped out from behind a tree. "Oh Dear Celestia..." She gasped as she looked down at a soldier, still alive, but both eyes had been cut out, and his belly cut open from groin to sternum, so his innards had spilled onto the ground.

He was gasping in pain, still alive as he tried to drag himself along.

She looked out over the area, over fifteen other ponies had suffered such a fate. She wanted to wretch as she watched 'Pinkamena' dispatch another guard by slicing his forelegs off, then jump onto his back and start skinning him rapidly, while he was still alive.

She readied as many darts as she could and fired.

Pinkamena took all six of the sleeping darts and collapsed.

Applejack rushed in and scooped her onto her back and retreated.

Dawn headed for the cage that held Fluttershy and Angel, then smashed it open. He grabbed them and escaped as well.

...

The Captain had watched this. "What the hell? They attacked the monster and took it? And the vulture as well? Who are they?" He turned to the solder. "Get a team and go after them, I want them brought before me, preferably alive so I can question and kill them myself."

"Sir?" The soldier gulped. "Might I remind you that they took out that pink pony that had taken out eighteen of our soldiers like they were nothing, and smashed open an iron cage like it was made from twigs?"

"Point taken... take four teams."

...

Dash walked along. He had noticed that Luna did not look solid at all. This was indeed her spirit.

"Princess Luna?"

"Yes Rainbow Dash?"

"The Moon... it's barren... but so beautiful."

"Yes, it is barren. I wish one day that it might support life as Eden does. I am afraid that is many, many millennium away."

"What's a millennium?"

"One thousand years."

Dash blinked "And... how much is many?"

"Hundreds of thousands."

"Wait... will you be alive that far into the future?"

"Yes, as will my elder sister."

Dash then remembered the painting in the ruin. "Have... have you ever walked on two legs?"

Luna blinked. "Why would you ask that?"

Dash explained what he had seen in the ruins.

Luna closed her eyes. "Yes, Both Celestia and I had once walked upright on two legs... over ten thousand years ago, before the world was destroyed and reborn into what it is today. Ponies all walked on two legs at one time, had hands that could create such fine things, and minds so much more than what most ponies possess today. They became so advanced that they brought about their own destruction."

Dash paled. "War?"

"Yes, a war that covered the whole world. My sister and I, we waited a thousand years for the ashes of that war to fall from the skies, and then began over. We created the first ponies, just like yourself. We spread them over the whole world."

"I... I can't believe this..." Dash was stunned, but somehow, her mind was able to understand. "But... I can understand."

"That is because you have evolved. The poison that nearly killed you had brought your body and spirit so close to the next existence, the afterlife. But something pulled you back. Something caused the spark of life in you to reignite, to suddenly blossom with a primordial power that had spawned my Sister and I at the beginning of time."

"That's many many many millennium ago... wasn't it?"

"Billions and billions of millennium" Luna smiled. "We have existed forever, and will continue to exist forever. Even when Eden no longer exists, she and I will exist, and we will create a new Eden."

"And... I'm like you now?"

"The chances of this happening... you are the first sense the very beginning of time to transcend to our level. There are many more of our kind. We are Gods and Goddesses, each of our own worlds. You are the first ever to have joined us."

"I... I can't believe this... I'm a Goddess?"

"Yes, you are the very force of lightening itself. You will now exist till time ends. If you want too that is."

"If I want too?"

"You can choose to become a mortal once again. Or, you can choose to complete the transformation. Become a full Goddess."

"How would I do that?"

"That is easy, for you at least. You simply have to want it."

"I... I don't know. What about my friends? They still need my help."

Luna smiled. "You can still help them. You are young, but in time as you grow, you will learn that sometimes, we Gods have to let fate and life flow undisturbed."

Dash hung her head. "So... I'm still allowed to save them?"

"Yes, if you wish. But... as you are now, you can still be wounded and killed. If you compete the transformation, then you will truly be immortal. In truth, you have not too much time before the power consumes your body and you are lost."

"I... I have to become an Alicorn, like you... don't I?"

"This is but a physical manifestation of our true selves. We are infinitely complex, yet we are the raw forces of nature and existence that keep this universe working. This form, as it were, is an avatar."

"A what?"

"Think of it as a puppet, and this moon is my true body."

Dash's eyes went wide. "Wait... we're really walking on YOU?"

Luna smiled. "Yes. Do not worry. It feels nice to finally have life on me again. I won't force you to stay."

"Alright... I understand. So... how to I transform?"

"We are here."

Dash looked and gasped. A beautiful crystal temple stood before them. "This... this is so beautiful... So... so awesome."

"I created this to help you. Right now, it is simple, lifeless crystal. It will become your true body. You will be able to move it to wherever you wish, be it stay here, on the sun, as a star in the sky or even back on Eden. Regardless, you will be able to create an avatar like myself and my dear sister. In a sense, once you transcend, you will become my little sister."

Dash chuckled. "Yea, a totally awesome little sister. Alright... I'll do it, specially if it means I can save my friends and stop this silly war."

...

Pinkie Pie came too... she had no idea how long she had been sleeping, but wow, did she feel weak and tired.

She was laying on a hard bed, the smell of smoke in the air. She could hear the clang of metal on metal.

She weakly rose to her hooves, shaking her head. She remembered something, so vivid in her mind there had to be no way it could have been a dream.

She had lost it and... and murdered eighteen soldiers so brutally.

Pinkamena then blinked and shrugged. They deserved it for what they had done, right? Too bad she didn't have time to have started harvesting ingredients before she took her little nap. She then looked around room and saw Rarity.

"Hiya Rarity."

Rarity jumped and spun around. "Um... hi?"

"I know, you're freaked out by what I did... um.. now long was I taking a nap?"

"Six days."

"Wow, that must be why I'm so thirsty."

Rarity cautiously levitated a ball of water over. Pinkamena accepted it and drank. "Ah, better. What's that banging?"

"Um... I'm not sure you want too go in the other room... It's not a pretty sight."

"Oh... ok." She sat down and humming to herself. "I'm hungry."

Rarity levitated some hay over. "Sorry, we don't really have anything else."

Pinkamena then noticed the bars. "I'm locked up, aren't I?" She took a mouthful of hay and munched away. "Can't blame you... I was going to make cupcakes out of those ponies. Where's Rainbow Dash?"

"She... We don't know. She became lightening and took out the sky ship, and then she kept going into the sky till she was gone." Rarity frowned. "Pinkie?"

"Yes Rarity?"

"Are... are you going to be alright?"

"No. I know my mind's snapped really bad. Doubt I'll ever get back to normal." She munched on another mouthful of hay. "Rarity?"

"Yes?"

"You're scared of me, aren't you?"

"Well... yes. I'm sorry Pinkie... I really am."

Pinkie smiled, a somewhat creepy smile at that. "That's okay. I'd never make cupcakes out of my friends."

"I... I'm relieved to hear that."

"Maybe a big wonderful cake."

Rarity choked. "You... you're kidding, right?"

"Nope. I can just see it, white frosting with royal purple trim... I'd try to make you into the most beautiful cake ever. You'd like that right?"

"Um... No, no I wouldn't."

"Aww, a shame. It would be so beautiful. I'd have to make Fluttershy into an angel food cake with an angel bunny on top."

Rarity was feeling more and more terrified by the second. She did NOT want to be on guard duty any longer. "Oh Twilight? Pinkie is awake..."

Twilight entered, but stayed clear of the bars. "Hey Pinkie... are you ok?"

"Nope. I'm crazy. I wanted to make cupcakes, but I took a nap instead." She tilted her head sideways, a crazy glint in her eyes. "You made me go nappy bye, right Twilight?"

"Um... yes, I had too."

"That's okay. I'll make you into a pretty cake too. Not as beautiful as Rarity though, but I'll by my best."

Six more darts went into Pinkie.

"Ohh, nappy time again? Okay." Thud.

"I hope we can find a way to cure her." Twilight sighed. "She's more dangerous than... than Nightmare Moon and Discord together."

"That's putting it mildly..." Rarity sighed. "How's Fluttershy doing?"

"She's sleeping. I've been using the sleeping poison to keep her knocked out until my magic can fully heal her broken wing..."

"And her other wing?"

"Dawn is working on that."

"Please... can Applejack take over for me here? I really need to get out of this place. Pinkie is scaring the daylight out of me. I most certainly do NOT want to be made into a cake..." She shuddered. "I know she's make me so rich and most likely fattening..."

"Focus." Twilight stated. "We can't let anypony get near her. We can't let her get her hooves on us, and we can't risk her getting anything she can use as a weapon."

"Are you sure those iron bars can hold her? This IS Pinkie Pie after all."

"I... I honestly don't know." She sighed. "For now, we can only hope she snaps out of this and forgets everything she's done..."

"FOREVER!" Pinkie yelled before snoring away.

The pair of Unicorns let each other go, not realizing they had clung to each other.

...

Dawn had created the design. How it had come to his mind, he did not know. He was also crafting it himself. Smithing and forging were not his talents, but somehow, it was coming naturally to him.

He simply knew what to do and his body moved naturally

Applejack was assisting him as best she could. She was watching everything he did in awe.

He rarely spoke as he forged slender pieces of a silvery blue metal into various shapes.

At first, she had no idea what he was doing, as he had not drawn a single picture, but seemed to be working from within his mind.

Twilight had peeked into his mind. She simply smiled and told the rest. "Let him do this. He is receiving aid from somepony we love and trust dearly." She said nothing more on the matter.

When Dawn started to craft what looked like feathers from this light and strong metal, even stronger than steel, Applejack came to realize what he was doing. She looked at all the rods and other part. She was none too good at machines and such, but in her mind she could see how all the pieces would be assembled.

She knew this insight was not her own, that it was coming from a higher power. Celestia perhaps? Luna? She didn't know, and she didn't care.

Before she even realized what she was doing, she was starting to assemble some of the parts. Not the whole thing, not yet.

Twilight entered and watched as Applejack worked away. She closed her eyes and focused magic into the parts.

She too knew that some higher power was guiding them, and she knew it was one that they would be seeing again soon.

After nearly two whole weeks, and many more darts into the insane Pinkie Pie to keep her sedated safely (they hoped) Twilight brought the first part of their creation over to Fluttershy.

She was awake and snuggling with Angel, who was wearing what he seemed to consider a really cool looking eye patch.

She looked up and stretched her good wing. "It... It's all healed."

Twilight smiled. "We're done Fluttershy."

"What were you making in the other room?"

Applejack and Dawn carried the other part of the creation in.

Fluttershy gasped. "A... A wing? But... but how?"

Twilight smiled. "A dear friend... she gave us a little help, gave us the knowledge how to create this, enchant every piece of it, and assemble it. I even know how to bind it to you." She levitated one of her darts. "Are you willing to sleep for a little while longer? It would be too painful to do this while you are awake."

Fluttershy nodded.

Angel looked up at Fluttershy with concern.

"It's alright Angel Bunny. I'll be able to fly again soon, right Twilight?"

Twilight nodded. "Of course. Soon... you will be the fastest flier in all of Equestria, or anywhere else for that matter." With that, she gently poked Fluttershy with the dart.

...

Rainbow Dash finally relaxed. "Whew..." Her Alicorn form stretched. "That took more out of me than I ever thought." She smiled at Luna.

Dash was still the same size as a normal pony, and looked just like her normal self, only her rainbow mane and tail flowed like Celestia and Luna's, only with a bit more 'life' to it. She also was sporting a slender horn on her head.

"You did fine. By increasing the electrical flow in their brains, as well as with my guidance, we were able to help them create a special wing for Fluttershy. Now... we're going to have to enter a dangerous area to aid another friend."

"Pinkamena mode Pinkie is scary enough on the outside... I hope her mind isn't as bad inside."

"It is worse..."

"How so?"

"In her insanity, she is perfectly calm and in total control of herself. She is perfectly aware of all she is doing."

Dash gulped. "Okay... that sounds WAY more scary than anything else... EVER"

But they had to do it.

...

The operation had been a success, and the final healing spells bonded the last of the metal to bone to muscle, tendons and even ligaments, like the wing was an actual living part of the small yellow Pegasus.

She stretched the wing in wonder. "This is amazing... I can feel it like it's my real wing." She flicked the wing and watched as the strange blue metal feathers moved like they were natural.

Rarity had, while guarding Pinkie Pie, also been working. Her insight allowed her to enchant a small series of gems that would be added to the wing. She traded guard duty with Twilight and brought them out, then got about to installing and locking them forever in place.

Once the final, and main gem, mounted at the main shoulder join, was in place, the illusion flowed forth. Fluttershy looked at her wing, and it looked like she had never lost it.

"It's so wonderful." She smiled as she folded it to her side, then stretched it out again. It had the full natural range of movement as her own wing did and she couldn't even tell it from the real thing.

"And best of all." Rarity smiled. "The magic in the wing and gems keeps all dirt, grime and all that off them, and the feathers will never fall out."

"Oh, I so didn't like when my main feathers fell out. I always had to wait for them to regrow." She smiled at her friends. "Thank you all so much."

Rarity smiled as she produced one final, tiny and perfectly round gem. "This is for Angel Bunny. This will replace your lost eye."

Angel crossed his little arms and shook his head.

"He likes his eye patch." Fluttershy giggled.

"This is a magic eye." Rarity said. "You'll be able to see perfectly"

Angel looked up at Fluttershy.

"You can still wear your eye patch if you want."

Angel smiled and nodded.

...

Pinkie Pie could remember everything she had done and said. She felt terrible, but knew there was no way to undo the past. Her mind was not insane anymore, thanks to the wonderful Princess Luna and the totally awesome and mysterious Princess Rainbolt that reminded her so much of Rainbow Dash.

But Dashie wasn't a princess, was she? Rarity was the drama queen, not Dashie.

She woke up and fluffed up her hair, but it fell strait again.

Twilight was dozing away when she sat up. "Hey Twilight? Wake up please."

Twilight bolted upright and blinked, rubbing the sleep from her eyes. She saw Pinkie was up and readied her darts. "How are you feeling?"

"Sane? I think so. I really feel terrible for everything I did." She tapped at the bars with her hoof. "I'm really sorry I snapped and went crazy."

Twilight blinked. "You... You sound strange."

"Less energetic? Not bouncy? Not talking about making you into cake?" Pinkie sighed. "Yea, I'm not even thinking like I used too. I'm thinking clearly, and talking normally, not like an overly hyperactive teenage pony. Honestly, I think I'm thinking clearly for the first time in my life."

Twilight raised an eye. "Wait, what?"

"Twilight, you're one of my most cherished friends, so I expect you to be suspicious when a friend isn't acting how you're used to them acting... but you know, I think this is the real me." Her ear, eye and leg suddenly started twitching. "Door, move away."

Twilight skittered to the side, just in time to NOT get hit as the door flew open, for the first time EVER.

Surprise slid into the room. "We have a problem. A large group of soldiers is approaching. I think they may have become suspicious then smoke was seen coming from this abandon village. We have to get out of here."

"What about me?" Pinkie Pie asked.

Surprise was unsure, and backed away as Twilight unlocked the door.

"What are you doing? She... Sorry Pinkie... She's totally insane."

Pinkamena stood and walked from the cell. "Don't worry about me Surprise. We should get away before we're discovered."

"Pinkie?"

"My name is Pinkamena Diane Pie." She smiled lightly "Please... Call me Pinkamena, or Diane. I... I'm not a child. Not anymore." Even her voice sounded more mature.

Surprise felt her jaw fall, but quickly closed her mouth. "Um Okay?... Diane." Pinkamena sounded more a name for her 'crazy' self. "So... no more cupcake talk?"

"Well, I'd enjoy a chance to work in the Sugarcube corner bakery again." She then glanced back at her flank... it was blank. "And look at that. I'm a blank flank. Guess I won't be throwing so many parties anymore."

Twilight had NEVER heard of a pony loosing their cutie mark. Sense this had all started, so many strange things were happening. She hoped she could keep her own sanity through all this.

As they headed outside, they could see a storm was brewing.

Angel hopped onto Fluttershy's back and flipped up his eye patch, his emerald eye glowing slightly.

He could see there was a force of twenty armed and armored Earth Ponies, and quickly thumped his foot twenty times on Angel's back and pointed.

"Twenty soldiers coming this way." Fluttershy smiled at Angel. "Good eye Angel."

Angel looked pleased with himself and gave Rarity the thumbs up.

"You're welcome... now..." Fluttershy then saw Pinkamena emerge from the room where her cell had been made. "Oh no..."

Following her was Twilight and Surprise, both in one piece.

"Rarity. I wholeheartedly apologize for causing you such fear. I was not in my right mind." She looked toward the soldiers. They were still a long way off and barely visible. "I think we should vacate." She grabbed her gear and dressed.

...

Rainbolt sighed. "Wow... That was the freakiest thing I've ever had to do. I'm glad you were there with me Luna."

"Of course, I am glad I could help."

"What about Celestia? She's been captured."

"She let herself get captured."

"What? Why?"

"Tia is... wise. She is older than I am... by only a few seconds mind you."

"Only a few seconds?" Rainbolt chuckled. "Wow."

"Come now, time for you to ride the stars back to Eden."

...

The storm started to rage, lightening flashing and thunder crashing. The rain started to fall heavily.

Twilight was glad, this would cover their tracks as they headed further into Gaea. She just hoped their luck would hold out till they reached the capital of this province.

Luck, as luck would have it, was fickle and decided to misbehave. Again.

The small group ran around a large, natural stone formation, right into the middle of another force of soldiers. They reacted instantly, surrounding the intruders.

"A Pegasai and two Unicorn?" The commander narrowed his eyes. "A pair of Earth Ponies as well... and a bunny. This is the group we're looking for. Only the pink one is missing." He grinned at the group. "Drop your weapons and surrender, and we'll not kill you."

"There's only twenty of em." Applejack whispered, then heard the other group arrive.

"Ambush successful." The leader of the chasing group grinned.

"Crud..." This was the general response of Twilight, Dawn, Applejack, Rarity and Surprise. Diane on the other hoof, was nowhere to be seen.

...

Diane tracked the soldiers and her friends to a landed sky ship. She frowned as she recognized the markings on it. It had been one of the two ships that had been overhead when she had... lost it.

"Not good... Not good at all. I could really use Rainbow Dash's help for sure right about now..."

"Yea, talk about it." A familiar voice chuckled behind her.

Diane smiled. "Hello... Rainbow Dash." She turned around to see Rainbow Dash, her mane and tail flowing just like Celestia's and Luna's. She was even sporting a slender horn now. "Oh... wasn't expecting that."

"I'm Princess Rainbolt now... I know, a little presumptuous. Well, I'm here now." (Well, as my avatar...)

"I don't really understand, but I'm glad to see you. What are we going to do now?"

"Hmm... not sure really. I prefer to make it up as I go." Her mane and tail flickered with a low lever static charge as she spread her wings. "Ever wanted to see a Sonic Rail-gun?"

"Wait, you can't do that. Our friends are in there."

"I know." Her static charged a dart she pulled from her shoulder harness. "That's why I'm keeping this small."

The static electricity was released, firing the dart at impossible speeds. There was nearly thirty small snaps in the air before it hit the side of the ship.

"Perfect shot."

"How so?" Diane asked.

"I melted the metal with the heat from the electricity. That metal is charged with my magic. I can track it anywhere now."

"Impressive."

"Yea, I know. Diane right?"

"Yes, if you don't mind."

"Hmm, seems like Luna and I went a little overboard in your head... sorry."

"You went in there to clear up my insanity. You did that. Seems I was always... crazy." She smiled lightly again. "Don't worry Princess, I won't go telling anypony your secret."

"You're a great friend. Hope you remember how to throw a great party still, we'll be needing one after all this is through.

"I still remember everything... and I do still have my 'Pinkie Sense'. Seems I'm just a psychic with some precognitive ability."

"And teleportation..." Dash grinned.

"Ah... yes... about that. I'm not sure I can control that... while sane."

Dash blinked. "You sure?"

"Quite."

"Damn..."

"Don't worry, I know Pinkamena is still in there."

Dash shuddered. "About that. You can control that mode perfectly... but... you'd still be Pinkamena. Please don't do that when your friend or innocents are around."

She nodded. "I'll only use it when I'm alone and in the greatest of danger." She then started heading toward the sky ship

"Diane, wait." Dash slipped up next to the pink pony. "Let it go. They have our friends, and if you follow, you'll be able to avoid detection much easier, and then be able to help the others."

"What about you?"

"I'm a highly electrically charged cyan Alicorn with flowing rainbow mane and tail... I'd stick out so much that we'd attract the whole country's attention. I'll be keeping an eye on you from above." She pointed a hoof at the moon. "That's where I'm living now. The view is amazing." She then held up a small, flat and round object. "Oh yea, take this compass It'll let you track that ship wherever it goes, so you can follow our friends. I really want to help right now... but Luna's got to give me some lessons on controlling this power." With that, Rainbolt sparked and flickered, then vanished into the lightening storm above.

Diane sighed. "This is just insane... Perfect." She smiled lightly and headed after the ship.

...

Both Unicorns were wearing headgear that covered their horns in iron. The Pegasus was bound by thick leather straps and iron buckles. Chains around all their necks and ankles held them firmly to the floor. Muzzles kept them from saying anything and blindfolds blocked out all sight.

"Good work on capturing these criminals." A male voice spoke, followed by a chuckle. "The reward we'll get for this will let us retire comfortably for the rest of our lives... after we invade Equestria."

"I can't wait to kill more Pegasai." Another voice laughed.

Hooves on wood approached the prisoners. "Are you certain all this iron will keep them in check? We've already seen just how strong they are."

"The Unicorn freaks won't be using their magic with their horns covered. Those two Earth Ponies are bound with enough chains they can't even move an inch."

Another voice spoke, one they all recognized. "Do we really have to do this? Invade I mean. Can't we find some way to peacefully resolve this?"

"If you were not the daughter of our High Priestess, you'd be in there as well. That can still be arranged if you're going to talk treason like that."

"I... Sorry." Surprise spoke softly.

"Go rest now. The High Priestess will be more than happy when you return. You did a great job leading these foals into the trap."

(Trap? No...) Dawn winced. (Surprise wouldn't have done that. It's just chance that she was there.) At least, he was hoping that was the case.

"What I want to know is... how did that Pegasus, who was missing a wing, got it back? I have her severed wing as a trophy right there. Maybe I'll cut them both off and add them to my collection."

Fluttershy whimpered at hearing this.

Twilight tried, but to no avail, to use her magic. The iron that covered her horn prevented her.

"Sir, we are three hours from the capital."

"Begin preparations. We come home as heroes."

...

Diane was able to move through the villages with no trouble. Being an Earth Pony worked to her benefit, and for that, she was thankful.

As she walked down one street, she was blocked by four stallions. She heard another two approach from behind. All six looked to be soldiers.

"Well, are you not a pretty little pony. Pink is pretty rare. What say we have some fun?"

Diane smiled. "I don't think you'd like my kind of fun."

"Oh?" Another spoke. "Come on, a sexy little thing like you? I bet you'd love to be rutted by all of us. We promise you'll love it."

"Sorry, not my style." Diane shook her head. (Great... I just had to run into some clueless soldiers...)

"Well... Too bad." She found herself surrounded and jumped when she felt one shove his mouth to her plot, his tongue lashing out and taking a deep lick. A solid, and lightening fast kick sent him flying.

"Ow... what the heck was that for?" The soldier rubbed his bruised muzzle, blood trickling from his nose.

"That was a light kick." Diane warned. "I could have crushed your skull."

"A little thing like you?" Another one shoved at her, but Diane spun around, her forehoof slamming into his jaw with a crunch. This soldier went down and stayed down.

"You little bitch. We'll teach you to respect us solders of the High Priestess"

Diane simply smiled. "Do you really think you can?"

"A Blank Flank like you? Easy. Take her down boys, we're going to gang rut this bitch in every hole."

Diane was about to fight till she could escape when ten more soldiers joined in. "So... you really want to do this?" She closed her eyes for a moment. "How about I introduce you to... Pinkamena." Her eyes snapped open, a look of total insanity in them. Her smile twisted into a sickening grin. A pair of crossed and bloody knives appeared on her flank.

...

Pinkamena exited the abandoned house she had dragged all the soldiers into. She had spent a few more hours than she had intended too, but she had to work out a few frustrations.

Baking those cupcakes had really helped her relax.

She closed her eyes and cleared her mind. Her cutie mark faded away.

Diane sighed. She would be needing to work on her control. She looked back into the door at the large number of cupcakes she had made from those fourteen guards.

"I can't believe I did that..." She shook her head and pressed on.

A few moments later, she sensed something. Her precognition was warning her of danger. She slipped into the shadows as another ten soldiers patrolled past.

"Check the buildings... we have to find our missing men. That alleyway was coated in way too much blood to have come from one small mare."

"Sir? I think you should see this." A soldier pointed into the building Diane had come out of.

"Are those... muffins?"

"They're really brightly colored"

"They look tasty, but nopony lives here."

"Who cares, let's eat them."

Diane felt a little ill at that concept. She hoped they would realize before it was too late.

"SIR! In the back room here..."

The cupcakes were forgotten, and thankfully, from what Diane could see, none had been eaten.

All ten pony soldiers emerged from the house, all looking sick from what they had seen.

Diane sighed and pressed on. Pinkamena had, after all, needed to harvest ingredients from the now dead soldiers to make her cupcakes.

...

Princess Rainbolt had watched the whole thing. She felt bad for those who had been made into baked goods, but knew better than to try to stop Pinkamena.

She was going to have to learn how to help her dear friend, hopefully to restore her happy and bubbly nature, without any traces of the insanity.

...

The sky ship had landed and all the prisoners had been brought before the High Priestess. Their blindfolds had finally been removed.

She was white of coat and her mane and tail had been died the same colors as Princess Celestia, both flowing and long. Her cutie mark was covered by her robes.

"Welcome home my dear Dawn Glimmer." She smirked cruelly and kicked him in the face.

"Mommy?" Surprise hung her head. "Do we have to treat them so badly? They're really nice ponies when you get to know them."

Topaz Star spun around and slapped the young mare. "Don't you ever believe that. They are abominations. Especially HER!" She pointed a hoof at Fluttershy.

Surprise looked away, tears in her eyes.

"Go to your room and do not leave till I summon you. You are going to be punished for your betrayal and failure."

Surprise turned and left the throne room.

"Now..." The Priestess glared at Twilight. "I see you have taken something that belongs to me... that Horn is MY property and you had no right to take it for yourself."

Twilight was terrified. She could just see the evil in this Earth pony. She wanted to speak, but the tight muzzle kept her from speaking. Still, the look in her eyes told the priestess she was NOT happy.

"How DARE you look at me with those eyes. I will rip that horn from your head and make a crown from it. Then I will carve your eyes out so you cannot look at me like that again." She stepped on Twilight's head, applying painful pressure onto her horn. "But I will let you live, so you may endure the rest of your life, knowing that you are a lesser creature not worthy of being called a pony."

Then she turned on Fluttershy. "But you... you will be made an example of. I will crucify you and leave you to be seen by all as you suffer and die slowly."

Fluttershy whimpered and shut her eyes.

"But I will allow you one last meal, and if you refuse to eat it all, I will peal the skin off your friends, while they still live." She pointed at the small cage that housed Angel Bunny. "Take that 'thing' into the kitchen and prepare this vulture's final meal."

Threaten Fluttershy, and she will cower. Threaten her friends and Angel Bunny?

Fluttershy's eyes snapped open suddenly. Her wings straining against their bindings.

The metal feathers of her magical wing sliced through them like a hot knife through butter, and again through her iron chains, freeing her.

The soldiers present gasped as this. The smallest of these prisoners, broke free. They rushed forward to save their High Priestess, but were too slow.

Fluttershy pinned her down, the obviously deadly wing pressing to her throat. She used a free hoof to remove the muzzle. "How... How DARE you threaten my friends and Angel Bunny. Call your guards off and free my friends or ELSE."

"B... Back off..." Topaz Star could feel the feather against her throat, and could feel it had already cut through her coat and was pressing against their skin. Her eyes were wide with fear.

No wonder her ancestors had wanted to wipe out the Pegasai... they were far more dangerous than she could believe.

"You!" Fluttershy gave The Stare at one of the soldiers. "Free my friends and don't even think of hurting them... or her head roles."

"I suggest you do it." A new pony entered the room.

All eyes turned to see a pink pony with strait darker pink hair standing in the doorway.

"Pinkie... I mean, Diane." Fluttershy was feeling relieved.

"D... Do it. Release them..." The pinned pony could not understand how this had happened. She could not believe this smaller pony could possess such strength, and her wings were like deadly weapons.

The soldier released the prisoners and backed away.

Free from the iron chains, Twilight and Rarity removed their horn covers, then used their magic to remove the muzzles from themselves and the others.

"Now y'all gonna get it." Applejack jumped up and stood ready.

Rarity freed Angel from the cage, who hopped onto Fluttershy's back.

"I suggest we vacate... again." Diane stated plainly. "There's a whole lot more soldiers on their way."

Dawn shook his mane. "You go, I have to get my daughter out of here."

"I'll go with you." Twilight stood by his side. She looked at her friends. "Go, we'll catch up."

Fluttershy glared at Topaz Star. She released her and ran with her friends.

...

Surprise lay on her bed, crying. This was all her fault. "I... I should never have told Mommy about that passage... If... If I never told her, than none of this would be happening."

"Do you really feel that way?" Dawn Glimmer entered the room, Twilight Sparkle next to him.

"D... Daddy? Twilight?" She jumped up. "Why are you here?"

"We're making our escape." Twilight smiled and wrapped a foreleg around each of them. "This is not going to be pretty." She then teleported.

...

Three somewhat singed ponies appeared out of thin air, not far from the others.

"That went better than I thought..." Twilight shook her head along with the other two.

They joined their friends as they tried to outrun the guards.

"We don't have any weapons." Rarity cried as they ran down a long corridor, seeing soldiers appear up ahead, and knowing there were a lot more behind them.

"We still got ah steel shoes." Applejack turned and kicked in a sturdy wooden door.

They all piled into the room, Fluttershy using her magic wing to deflect nearly a dozen poison darts. She backed into the room, nearly being hit by a few more. "Oh dear..."

"Damn." Dawn cursed. There was no windows or other ways out of the room.

Fluttershy looked at her wing. "Let me try something." She swiped her wing at the wall a few times. Nothing seemed to happen.

"Here they come." Applejack warned and delivered a skull crushing kick to the first soldier to rush through the doorway. As he flew back he knocked down three more.

Then the wall crumbled where Fluttershy had struck it. The stone had been cleanly cleaved through.

Taking this as a sign, they all rushed through the new opening, just in time as the room was hailed with darts.

Fluttershy's wing had prevented darts from flying through the hole.

"I really like this wing, thank you." She smiled sweetly as they charged through the new room and out the door.

...

Princess Rainbolt looked up from her lessons with Luna. "Luna, I know I have so much more to learn... but... I can feel my friends are in great danger right now. I have to go help them, and help Celestia."

"Alright, go, but be careful." Luna smiled and her illusion faded away.

Rainbolt looked toward Eden, to where her friends were. She could see them running through a courtyard with a massive swarm of soldiers right behind them.

She then took to the air, transforming into lightening.

...

"We're cornered." Surprise wanted to cry.

Topaz Star stepped forward, once again wearing a cruel grin. "Thought you could escape did you? Soldiers, take aim and use the deadly poison darts."

Over a hundred soldiers took aim.

"Sorry Surprise, but you are sentenced to death for high treason."

Before she could give the command to fire, a massive shock wave rocked the courtyard, blowing everypony clean off their hooves.

A large smoking crater rested in the center, between the two groups. Lightening arced from something within, something that was emerging.

With a flap of her cyan wings, Princess Rainbolt cleared the smoke, revealing herself to all.

"I am Princess Rainbolt, Regent of Lightening," She glared at the stunned Priestess and her soldiers. "You would DARE attack those under MY divine protection?"

The Priestess took in the form that hovered before them and instantly bowed before her. "Oh Goddess of Lightening..."

"I don't want to hear anything from you." Rainbolt growled. "I should strike you down here and how and make an example of you to all."

"P... Please... no... I... I..."

KARACK!

The Priestess was struck by a massive bolt of lightening and reduced to dust in an instant.

"Let this be a lesson to those who would believe they are greater than any other pony." She glared at the soldiers, sparks of electricity arcing from her eyes and coursing through her mane. "You will stand down and forget any thoughts of invading Equestria, or any other lands on this world."

They all turned and ran.

Rainbolt watched them leave before drawing in her power. She settled to the ground and looked at her friends.

Her size had not changed, but her features certainly had. Her cyan coat and face were still sporting the azure bolts of lightening, but her rainbow mane flowed and crackled, much like Celestia's and Luna's. Her horn seemed to glow from the power of lightening within.

"Hiya." She smiled. "Sorry I didn't get here sooner... Luna had to teach me a few things about being an Alicorn."

Twilight was the first to speak. "Rainbow Dash? Wh... what happened to you?"

"Heh, and you thought my cutie mark story was epic? Wait till I tell you this one. Still, we have to get out of here. I have the feeling that this isn't over yet. Oh yea, I'm Princess Rainbolt now." She winked at Diane and Surprise. "Thanks for the awesome name."

Rarity spoke next, shaking off her shock and amazement, but not her awe. "You... you killed their leader... it should be over now, right?"

"Fraid not." The new goddess frowned. "Another will just take her place, and it'll just start all over again. You go, I have to get Celestia out of here."

"I can help." Twilight stepped forward.

"Not this time. I suggest you take one of their sky ships and head back to Equestria. Seems the other provinces have started to move troops. Oh, and our messengers delivered the Assassin warnings to every town and city through Equestria. None of the leaders have been hurt."

"Good to know... but do any of us know how to fly one of those ships?"

Rainbolt smirked. "You'll figure it out. If you grab the former High Priestess's personal sky ship you should be fine. It's behind the temple. Celestia and I will catch up later."

...

They arrived at the landing pad for the ship. It was only thirty lengths long with a seventy five length balloon. At ten lengths wide, it looked sleek and fast.

Everypony boarded and started looking around.

Diane found the controls and looked them over. "This isn't too difficult" She started up the engines. "Get those ropes off the side. They're what's holding this thing down."

The others did so as fast as they could. As soon as that was done, the craft started to lift.

Good thing too, sense over a hundred soldiers surrounded it and started firing darts.

The light armor on the ship prevented any damage, and the material of the balloon seemed strong enough to resist the light piercing weapons.

It only took moments before they were out of range of the ground bound soldier's weapons.

"Let's go home everypony." Twilight frowned. This had NOT gone as planned.

...

Three hours into the flight, they learned that this craft was far faster than the heavier military sky ships, which was a good thing as this one had no weapons.

"What are we going to do?" Rarity frowned. "We escaped, but... will we make it back in time?"

"Time fer what?" Applejack frowned. "We ain't got none ah our weapons."

Surprise poked her head from below deck. "Don't be so sure about that." She started tossing their belongings out onto the deck. "Mommy is quite greedy, and anything new and unique, she likes to keep for herself and has hidden in her treasury her on the Midnight Rain."

"The what?" Applejack asked.

"Midnight Rain. That's the name of this sky ship."

Diane frowned. "That's not a very good name. I think we should rename it."

"What do you have in mind?" Twilight asked Diane.

"I'm the sane crazy pony here, don't ask me."

Silence for a moment, then Rarity spoke up. "I do believe I have the perfect name for our new sky ship." She smiled as all eyes were on her. "The Twilight Dawn. All it needs is a new paint job, and that balloon, such tacky colors Maybe something to show of its new allegiance? Maybe a beautiful sun, the moon, and a rainbow lightening bolt."

"Twilight Dawn... Ah like it." Applejack beamed, winking at the pair of lovers.

"Oh, I like it too." Fluttershy smiled as Angel helped her re-equip her gear.

"It's agreed then." Twilight smirked. "Captain Diane, take the Twilight Dawn home to Equestria."

...

Rainbolt shattered the last of the bindings on Celestia.

"Are you alright Princess?"

Celestia was still quite shocked at the sudden appearance of this new, oddly familiar, Alicorn. "Yes, yes I am. Who are you?"

"Princess Rainbolt, Goddess of Lightening at your service... Big Sister." She winked. "Formerly Rainbow Dash, Representative of the Element of Harmony, Loyalty."

"How... How did you transcend?"

"Dunno really. I got poisoned, Twi cured me and I was changed. Then I found I could fly so fast I actually transformed into a lightening bolt. A few things happened after that and I ended up nearly crashing into the moon. Luna saved my tail there. After that, she taught me a lot of things and I agreed to become a Goddess."

She then bowed before Celestia. "I am still your Loyal servant, Princess Celestia."

Celestia smiled, realizing the truth of what had happened. She would save that story for another time. "Thank you, little sister. Let us take out leave. This chamber keeps me cut off from the sun, my source of power."

...

They were all geared up and ready for anything, or so they thought.

A sudden spark of electricity and flash of light took them all by surprise as two Alicorn appeared before them.

"P... Princess Celestia? Princess Rainbolt?" Twilight bowed, as did the rest, except Diane, who was piloting the ship.

"Told ya I'd save her." The smaller Princess beamed.

"Dashie, it is SOO good to see you again. We were all so worried when you blew up that sky ship."

"Blew up a sky ship?" Celestia raised an eye. "I seem to be in need of some... enlightenment."

...

Celestia had been caught up on current events. She had chided Rainbolt for her actions at the temple, mainly killing High Priestess Topaz Star.

Still, such an action would prevent them from going ahead with an attack, effectively weakening the invasion force by more than half. Hopefully by the time things were sorted out, this war would be over and done with.

For two weeks they flew over the Everfree Forest, with Diane giving piloting lessons to everypony, including Rainbolt and Celestia, only because they asked to be included.

Still, they had decided Diane deserved to be the Captain of this impressively fast craft, a title she was all too happy too accept.

In those two weeks, Celestia, as well as Rainbolt, aided Diane's mind to heal itself from the presence of Pinkamena. End Result, Diane's mane and tail became lightly curled and wavy. She became closer to how she had once been, happy and energetic, but not fully unpredictable and DEFINETLY not interested in making baked goods out of ponies.

Oh yea, that was one detail Rainbolt had not told Celestia.

...

Finally they could see the open fields, forests and mountains of Equestria.

They could also see one of the Gaean military sky ships patrolling the border.

Below, many signs of bombed villages could be seen.

"The invasion..." Dawn choked. "We're too late..."

Twilight leaned against Dawn. "It's okay... If we can somehow convince them to stop this... Maybe we can fix things and become friends."

Celestia wanted to agree, but she had the feeling that just talking to the military leaders wouldn't do anything. "Prepare for battle." She frowned. "Rainbolt and I will head for Canterlot and Cloudsdale. Take care and I hope to see you all soon." The pair of Alicorn suddenly vanished.

The military ship turned toward them, weapons at the ready, but it did not look like they were about to attack, just yet.

"We'll have the element of surprise on our side." Twilight frowned. "I just hope.. I so hope we can avoid conflict..."

...

Rainbolt appeared high above Cloudsdale, and what she was made her want to cry.

Four of the huge military sky ship were laying siege. Dozens of the smaller ships were flying about , each escorted by nine gliders.

She could see so much damage to the city, with huge sections having been destroyed by mines and bombs.

So many Pegasai lay dead within the city, and any survivors looked to be chained down onto the ships, their wings bound so they could not fly.

She wanted to attack and destroy those ships, but the risk of killing her own ponies was far too great. She was going to have to be careful.

Rainbolt concentrated and hid all her divine features, once again looking as she had before all this had started. She dove down, her thin blades emerging, crackling with deadly electricity.

...

Celestia appeared outside Canterlot, atop the mountain the castle was built into.

The city had been bombed by a single Sky Ship and half a dozen smaller ships flew about, keeping the sky clear of any Pegasai who might either try to escape or fight back.

The castle itself looked to have been struck by the cannons that lined the side of the massive ship.

She shimmered and became invisible by bending the light around her. She headed into the castle.

In the ruins of the throne room, she found her dear little sister, sitting on the broken throne.

She appeared and walked forward. "Luna..."

"T.. Tia?" Luna looked up and cried, she strained against iron chains that bound her legs, her wings bound to her side and an iron crown covering her horn. "It's a trap..."

Too late, at least fifty soldiers surrounded Princess Celestia, weapons at the ready.

The High Commander stepped out from behind the throne. "Welcome, Dark Goddess Celestia. We have come to purge your kingdom of the unworthy."

"You are wrong." Celestia spoke clearly. "All those who live in Equestria are worthy, and deserving of their magic and their wings. It is you who are unworthy." She started to glow, but it faded as a circle flared on the floor, her power suddenly fading. She fell to her knees and was swarmed by the soldiers and bound as her sister was.

"You have also been deemed unworthy." The High Commander approached, a saw gripped in his teeth. "Your horn will bring me great honor and riches."

...

The military ship was nowhere as maneuverable or as fast as the Twilight Dawn. They simply could not hit it with their weapons. The smaller ones, armed with spear launchers simply were no match when Fluttershy and Angel opened fire.

The sticky bombs bound the propellers while the sleeping poison rendered their crews helpless. Her grenades would blow them clean out of the sky.

The gliders were also no match from Rarity's disks, as they sliced through the canvas like it was nothing, sending them crashing to the ground far below.

Diane and Surprise's own small launchers were quite effective as well against the gliders, causing them to burst into flames or to render the pilots asleep, sending them to their dooms as well.

Twilight combined her magic with her darts to take out her own share of the gliders, and in short order the sky was clear all save for the sky ships.

The Twilight Dawn closed from above. Dawn and Applejack readied some makeshift weapons and dropped them. A total of four sharpened lengths of wood, created from some heavy trees they had prepared earlier.

They fell and pierced the balloon to the military craft, causing it to loose vary valuable hot air and making it descend rapidly.

They watched as the sky ship crashed into the ground, the explosives inside detonating and destroying the ship.

Captain Diane hung her head. "Rest in piece... may your soul find peace in the afterlife." She then turned the ship toward Ponyville.

...

Spike fought alongside the Ponyville Militia. His 'Dragon Cannon' a fearsome weapon, as the bullets could easily pierce the heavy armor of the enemy soldiers.

Still, the ponies who were defending this town were hard pressed against the five hundred or more attackers.

Every pony who was able to fight was doing so, but they were sorely outnumbered five too one.

Over half the village had already been put to the torch, even Rarity's Boutique, Sugarcube Corner and the Library.

So much had been lost these last few days, and the defenders were loosing numbers faster than the enemy.

"Captain." Spike called out to the leader of the militia "We can't win... we have to retreat."

"Hate to admit it Spike... but it seems you are right." He grabbed his horn and sounded the retreat signal.

All able bodied ponies tried to help the injured. It seemed that Ponyville was lost...

"Captain, one of their Sky Ships is approaching."

He looked up and frowned. This ship was a lot smaller than the one that had dropped off the soldiers. "Wait... That emblem on the front." He pointed. "That's Princess Celestia's symbol."

All ponies looked up in awe. Had the Princess finally returned?

Upon seeing this, they felt empowered.

The Captain grinned and sounded the charge.

...

To Be Continued...

Chapter 4

MLP: Love and War

...

Twilight Sparkle, Applejack, Rarity, Pinkamena Diane Pie, Fluttershy, Dawn Glimmer and Surprise flew toward the smoking and burning village of Ponyville.

Even from here, Applejack could see the smoke raising from Sweet Apple Acres She gritted her teeth and did her best not to cry as her home was reduced to ashes... So many years and generations had filled this place with so much good memories and energy.

Rarity wanted to cry as she could see her home was burning. She just hoped her family had been able to evacuate in time. A building was just that, and could be rebuilt after all.

Twilight felt rage building up in her at the sight of so much destruction, but nothing more so than seeing the library up in flames. She would have jumped down to attack with all her heart, but a gentle hoof on her shoulder from Dawn Glimmer calmed her.

Sugarcube Corner looked to be in mostly one piece, as was the town hall, but both were captured by soldiers.

They could see the large number of soldiers that were breaking into three groups. The largest was fighting head on, while two smaller groups of about a hundred each were moving around the sides to perform a flanking attack.

"Captain, get us closer to the ground." Twilight called out.

"Aye Aye." Diane grinned as she spun the wheel, making the ship take a sharp turn and almost fly sideways for over fifty lengths over the town before slowing to a stop.

When the ship was only three lengths over the ground, the cargo doors on the bottom opened and everypony but Surprise, Fluttershy and Diane jumped down, landing among their fellow Ponies.

"Twilight!" Spike slung his weapon across his back and jumped to hug Twilight. "I missed you so much."

"I missed you too Spike."

Fluttershy landed next to them. "They're moving to flank us on both sides." She told the Captain, her voice showing she had grown much less timid than she had been when they had left.

"What? Damn." He sounded the retreat again.

The militia heard this and started to move back. If they could get into the hills they would stand a chance at defense It was nowhere near as open and flanking maneuvers wold not be possible.

Dawn ran alongside the captain. "Where are the children and those who can't fight?"

"They've been evacuated to Port Seafoam. There's ships waiting us there and anypony else who can get there to escape."

"Escape to where?" Twilight asked. "All our ports are part of Equestria."

The Captain frowned. "I'm sorry to say... but we may well have lost Equestria. They're just too many invaders, and they're all highly trained. Their weapons are too dangerous, especially their poisons. We... We've already lost so many to this attack. At least thirty of the militia has been captured or killed, and more than half of us that remain are injured one way or another. They just kill the Pegasai..."

"We have to have hope that we can win." Twilight said back as she ran. She looked back and watched as the two flanking forces converged behind the fleeing ponies and began chase. She knew better now than to believe that. At least... at the very least, they had delayed High Priestess Topaz Star's forced from joining the invasion. Had they not done so, there was the high possibility that there would be no survivors at all.

In the hills, through the narrow pass, the unicorns were able to slow further chase by collapsing a cliff side and blocking the pass. For the moment at least.

Up ahead they saw the Twilight Dawn.

Captain Diane was waiting for them. "Get all the injured and medics below deck. All able hooves stay on deck and help out. We're setting course for Seafoam."

Her orders were followed and all seventy surviving members of the Ponyville Militia were crowded onto the ship. The few surviving Pegasai were able to save room on deck by resting atop the balloon.

The Unicorns helped to lift the ship with their magic, and just in time.

The small avalanche had only slowed the invaders down, but just enough for them to make their escape.

"That was too close." Twilight sighed as she leaned against Dawn, drawing on him for strength. She looked back at the smoking village as it faded into the distance.

"When we reach Seafoam, I hope families of the survivors can be reunited. I'm sure all the foals will be glad to see their mothers and fathers once again."

"Me too Dawn..." She rested her head on his back and fell asleep.

.....

Rainbow Dash was making a name for herself among the enemy, and many of the Pegasai defenders.

She was not revealing any of her deeper secrets, not just yet, but her (original) Sonic Rainboom was becoming a common sight when it came to destroying those small ships. One solid sonic burst at point blank range, and no small ship stood a chance of surviving.

More than one falling invader thought they would be safe, seeing the soft clouds that the Pegasai walked on were below them. This hope would vanish with them as they passed through the clouds and disappear.

Dash knew this battle was turning hopeless as the large ships started using a terrifying new weapon, flame based weapons that would shoot out streams of fire. This fire would burn away the clouds, causing huge sections of the city to start breaking up.

She found the Captain of the Guard. He was being helped by two other soldiers, as both wings had been ripped clean off.

"Captain... I... I'm so sorry about your wings." She wanted to cry.

"Don't worry about me. I'll die before I let Cloudsdale fall."

She shook her head. "It's already too late. Their ships are too powerful with those flame weapons of theirs. And because they have so many Pegasai prisoners, I can't attack and destroy them."

"We can kick those balloons all we want, but we can't rip that material. Whatever it is, it's too strong. Say, you're Rainbow Dash, right? I've been hearing reports from my troops about a young cyan and rainbow maned Pegasus mare that's raising heck among the invaders."

"The one and only." She grinned, striking a pose, her chest puffed out.

"You've done a wonderful job, but you're no soldier. You should evacuate with the rest of the citizens and the nobility."

"I've already destroyed one of those sky ships all by myself." Her grin didn't fade. "If we can somehow rescue the prisoners from at least one of those ships..."

"No. They're using Wingweed on their weapons. I've already watched so many Pegasai fall... fall through the clouds. That stuff... it takes away our ability to fly and to even walk on clouds." The Captain shook his head and winced. "Watch my sides."

"Sorry Captain." His aids winced when they realized they had caused their captain some unwanted pain.

"Captain?"

"Yes Rainbow Dash?"

"Evacuate all the remaining civilians and your troops from the ruins of Cloudsdale."

He glared at the young mare. "Just because you're doing good out there, who do you think you are to tell ME what to do?"

Lightening arced from the corners of her eyes as she transformed before his eyes. "I am Princess Rainbolt. Regent of Lightening. Youngest sister to Princess Celestia and Princess Luna." Her voice echoed through the entire city like rolling thunder. "Leave these skies if you do not wish to die in the coming storm."

High above, the clear sky suddenly darkened as black clouds rolled in from nowhere. Massive bolts of lightening flashed within these clouds as they started to slowly form a massive spiral. The thunder was nearly deafening, but her voice carried over it all.

"Leave now, invader and citizen. Cloudsdale shall fall, but not to the hooves of our Enemy."

The first bolt of lightening to strike the city was massive, and even Lightening Rod would not be immune too that one.

"Sound the retreat..." The Captain stared in a mix of wonder, and anger at the strange new Goddess that had appeared. How could she think that destroying Cloudsdale could help anypony?"

Shortly after, Rainbolt was satisfied that her ponies, her dear, dear ponies, had escaped to a safe distance, she brought the typhoon strength winds and lightening to bare on the city of Cloudsdale and the sky ships.

Tears poured from her eyes, and her cry was like a sorrow filled roll of thunder for those Pegasai that died on the one sky ship as it was caught and ripped to nothing.

The remaining three turned and fled this insane death storm.

Rainbolt watched as she cleared the skies of her home city forever.

This was a lesson the young Goddess would never forget... sacrifices would tear at ones soul forever.

...

Luna screamed as she watched her sister's golden blood splatter on the throne room floor.

The pure white horn clattered too the white marble floor, then shattered like a fine crystal rod with a perfect, clear ping.

"NOOO!" The High Commander dropped the saw. He knelt down and watched as the remains of the horn dissolved into motes of golden light. He looked up in anger at Celestia, but his anger faded as he watched her also begin fading into the same light.

"Wait... What's happening?"

"You have severed my connection to this body. My spark will return to whence it came." She bowed her head. "You tried to kill me, and you have succeeded. Celestia is dead, long live Celestia."

The High Commander screamed in rage and drew his sword with his teeth. A single slice and Celestia's head flew. It faded away before even touching the floor.

Luna lowered her head. She had just watched her sister... no, her sister's Avatar, die. She knew her sister was still alive and unharmed, but it hurt to see this happen.

"Kill me thou shall as well, for should I break free of mine bindings, know you the wrath of the Goddess of the Night." She opened her eyes, her pupils narrowing to slits.

The crown horn cover she was wearing cracked, then shattered.

The High Commander moved fast and brought his sword to bare, piercing through the chest and heart of the Moon Princess.. He then pulled back and sliced her horn clean off.

She gasped, then smiled. "Thank you. You have freed us both. May your death come far from now." She dissolved into silver light and was gone. "Let it be filled with suffering" Her voice echoed through the throne room

...

Rainbolt gasped as she felt Celestia's avatar die, falling to a small piece of remaining cloud, and gasped again, clutching her chest as she felt Luna die as well.

"N... No... They... they're dead? How. We're immortal, aren't we?"

She received her answer as a spear emerged from her chest. White blood dripped down the length of the weapon. She looked up and saw one of the small craft, heavily damage, but still airborne, only one severely injured pony remained on it.

She smiled up at him. "Thank you for teaching me a valuable lesson. I gift you with my healing." A surge of electricity struck the pony. His wounds closed up, leaving blackened scars on his body. "I hope you live long enough to regret this."

Rainbolt looked at her hoof. It was sparking and fading away. "So this is how it feels to die." She gripped the weapon that had killed her. Her blood soaking into it. This Goddess slaying weapon would remain after she was gone.

She transformed the shape of the weapon into something beautiful and etched into it beautiful patterns of herself flying, leaving a rainbow lightening bolt behind her.

Then she was gone, the weapon falling to the earth below.

The Lone soldier took the craft down and found the weapon, pierced into a boulder.

He was unable to remove it, but he grinned. He knew this would become a holy site for all Gaeans, and he would be haled as a hero forever.

...

Not all the families had been reunited, much to the dismay of many foals and parents.

Sweetie Belle hugged her sister tightly. "Where's Mom and Dad? They stayed to defend Ponyville."

Rarity fell to her knees and cried. She had not known, and she had not seen their parents on the escape, even though she had searched the ship for them.

Apple Bloom was with Granny Smith and an injured Big Mac, but the moment she saw Applejack, she rushed in and tackled her big sister with the tightest hug the young filly had ever given anypony.

"Hey there lil sis." Applejack hugged her back tightly, tears of joy flowing freely. The hug was not bone crushing but still tight. "Ah missed y'all so much." She looked up at the other two. "Ah missed y'all so much too, c'mere."

This was one family that was lucky to be reunited.

Scootaloo didn't see her parents emerge from the ship with all the others. She rushed aboard. Maybe they were among the injured...

No such luck.

There were no injured Pegasai at all to be found.

She found Twilight and Dawn talking to Pinkie Pie and Rarity.

"Have you seen my parents?" She looked around. "Where's Rainbow Dash?"

Twilight knelt down and hugged Scootaloo. "They were not among the survivors?"

She shook her head.

Twilight already knew there were no injured Pegasai. "I... I'm so sorry Scootaloo... I truly am."

"Dash... Rainbow Dash..." She sniffled. "Where is she?"

"She went to Cloudsdale to protect it." Twilight looked toward the north, toward the black clouds. She had the worst feeling.

"I'm all alone..."

Surprise walked up. "You're not alone. You still have everypony else." She guided the young filly off the sky ship. "You have to board one of the ships with everypony else. You'll sail to safely."

"But... Can't I stay with you guys and wait for Rainbow Dash?"

Surprise shook her head. "I'm sorry little one. You have to go. Go with your friends over there. I think they'll need you as much as you'll need them."

Scootaloo looked toward Sweetie Belle, who was crying into Rarity's shoulder, and Apple Bloom who was looking so happy her big sister had come back.

She looked up at Surprise. "You were one of the enemy... Why are you being so nice?"

"Because I was always nice. I chose to love my daddy more than my mommy. I chose to fight for freedom and hope..." She then shooed the filly toward the Apple Family. "I chose to be loyal to Daddy and Twilight and all my new friends."

...

Applejack and Rarity waved to their families. Sweetie Belle and Scootaloo had boarded the same ship as the Apple family, who had accepted the two orphans with open hearts. At least they would all be together.

These two did not know if they would ever see them again, but they hoped against all odds they would.

"Where too now?" Captain Diane asked.

"Canterlot." Twilight said softly.

Diane nodded and got the Twilight Dawn airborne, then turned it toward the smoking castle in the distance.

...

"High Commander, there's a High Priest class sky ship approaching."

"A High Priest ship? Where from?"

"From the south."

The High Captain frowned. "Interesting. I'd just received information that High Priestess Topaz Star has been assassinated by Equestrian assassins, and that her personal ship was stolen."

He emerged from his quarters and onto the bridge deck. He looked through the telescope that was mounted on the railing. "That's the ship I heard about. That's an enemy craft. They've already used it to destroy the Iron Hoof while it was patrolling the Everfree Forest."

"How can such a small ship destroy a military sky ship?"

"I do not know, but we must assume they can deal considerable damage to us. Prepare all attack forces. Incoming enemy Sky Ship." He barked out the orders.

...

Twilight was using her air lens spell again. "There's one of their ships over Canterlot. This one is at least two or three times as large as the other one we took down. It looks heavily armored and armed..."

"How's the castle doing?" Rarity asked. "I can see an awful lot of smoke in that direction."

Twilight looked and gasped. "It's... it's in ruins. Oh Princess Celestia... Princess Luna. I really hope you're alright..." She had a really bad feeling that something bad had happened.

"Ah suggest we don't get anywhere NEAR that there big ship. Them guns on it look plenty powerful." Applejack pointed out.

Dawn's eyes went wide as he was now able to make out the symbol on the side. "I recognize that ship. It's from the second largest province in Gaea. That's the Dreadnought. We have to get out of here, fast."

"Why?" Diane asked. "We're armed with another four spikes. Can't we just fly over top and take it out like the last one?"

"You don't understand." Dawn turned to Diane. "I was with Topaz Star when she went to watch the demonstration of that sky ship's destructive power. It has thirty cannons on each side, and a main cannon on the front. That one cannon fires twenty five normal cannonballs all at once. If they fire it at us, we're more likely than not to get blown out of the sky. One shot from that gun can nearly destroy an entire castle." he pointed a hoof at Canterlot Castle. "I bet all that damage is from a single shot."

Everypony stared at the massive monster ship as it turned toward them.

"Ah crud..." Diane turned the ship and pulled up. "I sure as hay don't want to be anywhere in front of that thing."

All on board braced as the Captain went into evasive maneuvers

"Distance is our best bet, and altitude." Dawn shouted out, holding onto Twilight and Surprise, making sure neither went overboard.

Rarity was clinging too Applejack, who was using the mast to keep herself steady.

Fluttershy had dove below deck at the sight of the huge ship.

Diane nodded and continued to climb rapidly as she pulled away.

...

"Damn, that small ship is too fast and maneuverable.." High Commander scowled. He could tell it was faster than his smaller attack craft, and just as maneuverable, meaning to try to attack this thing was most likely not going to happen, not with what seemed like a skilled pony at the helm.

Also, with it gaining altitude as quick as it was, the gliders would be of no use.

"Let them go. We were ordered to hold this city at all costs. Make sure all Pegasai are dealt with, and any Unicorns that fight back as well. Any Earth Pony that surrenders will be given a chance to live. All unicorns that surrender will be de-horned and sold as slaves." he grinned. This invasion was going to be quite profitable.

He looked at his sword, at the now gold and silver blade. This was going to be the greatest prize of all.

...

The Twilight Dawn had evaded the largest sky ship that had ever been built, and was now making its way towards Cloudsdale.

"Are you sure you know where you are going?" Rarity asked Diane.

"Twilight and I have been here plenty of times with Rainbow and Fluttershy. I know the way..." She slowed the ship to a dead stop and walked to the front. She looked around, and looked really worried. "I... It's gone. Cloudsdale is totally gone. There's nothing left."

Applejack pointed down below. There was a military sky ship near the ground, and the wreckage of another one strewn over for at least two miles. "Ah think we're in the right place, only that place ain't here no more." She looked around at the others. "Think we aught take out another ship?"

Twilight nodded. "Anything to weaken this invasion. They're most dangerous weapon are their sky ships."

Rarity smiled and released her disks. "Time to try a new spell."

"What spell is that?" Twilight asked.

"Invisibility, on the Twilight Dawn."

...

The crew had no idea what had just happened. One moment, they were a hundred lengths off the ground while the Commander was on the ground examining some artifact, and the next, the air balloon ruptured in four places, causing the ship to crash to the ground.

A lot of the crew were injured, and any on the lower two decks had been crushed when they collapsed.

All survivors managed to evacuate before the remains of the ship exploded.

The Commander was quite livid that his ship had seemed to 'spontaneously' crash and explode.

A black scarred Earth pony simply looked into the sky and saw a small sky ship appear for but a moment before vanishing into thin air again. He said nothing.

...

"I can't believe that actually worked." Diane laughed. "Rarity, you are awesome."

"I do have a way with magic it seems, thought not as talented as our Dear Twilight." She wiped her brow. "Still, I am positively drained."

Twilight had watched the attack, and thought it was amazing, but she also felt sad that so many more ponies had just died.

"Why are we doing this?" She turned to face her friends. "Everywhere we've seen, the army of Gaea has invaded, and they are continuing to spread closer and closer to the coast. Soon, even the ports will fall under their control and all Equestria will be lost." She looked toward Dawn, walked over and hugged him. "Equestria has fallen... Canterlot is sacked... Cloudsdale is gone, and we don't even know what's happened to Rainbow Dash... I mean Princess Rainbolt... Princess Celestia and Princess Luna are missing, most likely captured..."

"Ah hope Dashie is alright." Applejack frowned. "Maybe we aught hightail it outta here too, follow them ships as they escape. Ah'm sure we'll 'ventually think ah sumpthin."

"I hope so as well..." Twilight sighed and headed below deck with Dawn.

...

"Twilight! Daddy!" Surprise rushed into the small crew quarters the two had chosen for themselves. "Bad news." She then saw Dawn hugging Twilight from behind as they lay covered up on the bed. She blushed beet red. "Oops... sorry. But you have to see this... It's horrible..."

...

The sky was black, not a star or moon to be seen. It was not covered by clouds, it was clear.

"What happened?" Dawn gasped.

"The sun set, but the stars and moon didn't come up." Diane replied, fear on her face. "This is bad... Very bad."

"Oh no... Luna..." Twilight fell to her knees. Even when Celestia had been imprisoned the sun would rise normally. Luna had never failed to bring the moon up every night as well, no matter what had happened.

They all feared it... Luna was dead.

"Granny?" Apple Bloom looked up at the aging pony. "Where's the moon an stars?

Granny hung her head. "Ah don't know..."

Big Mac hugged the foal. Dark times were indeed ahead.

...

Time for morning arrived, and all ponies on the sea bound ships held their breaths. They prayed the sun would come up... but as time passed, the dark horizon remained just that. Dark.

...

Surprise leaned against the railing of the Twilight Dawn. She could only remember one time in her life when the sun had not came up when it should have... but even then, hours later it had appeared in the sky, lighting up the world with it's beautiful light and warmth.

This time, there seemed to be no sign that it was going to appear.

She heard her father walk up next to her. "Are you as frightened as I am?"

"I... I don't know. You've always been calm and brave. No matter what happened..." She leaned against him and cried. "Oh Daddy... is this the end of the world?" She shivered. It was getting quite cold now without the sun. She could see her breath.

"Don't say that. The sun will rise again... someday. I can only hope that day will be soon."

...

Diane had relinquished control of the ship to Rarity. She was feeling very tired now, not having slept for what felt like days. Normally a few days didn't bother her at all. A single night sleep and she would be fully charged and ready to go.

But today was not one of those days. She climbed down below and entered the small cabin she had chosen for herself. She had kicked Twilight and Dawn out of this one and told them to take the main cabin and wouldn't take no for an answer.

She crawled into bed and pulled the covers over her. She cried herself to sleep.

...

Deep in space...

"Luna... can you hear me?"

"Yes Celestia, I can. Rainbolt? Are you there?"

"Yea... I am, and I feel horrible... I did something so cruel and evil... I... I don't know if I deserve to be a Goddess..."

Celestia appeared out of the darkness. "Tell us... what happened?"

Rainbolt related what she had done to Cloudsdale and that one ship, and all the Pegasai that had been imprisoned on it.

"I... I'm a terrible Goddess..."

"No you are not." Luna appeared and wrapped her wings around the smallest of the Goddesses. "You are the goddess of Lightening, a force of nature, like Celestia and I. In the past, we too have had to make sacrifices, sometimes on a scale far greater than what you did."

"It hurts... hurts so much." The Goddess cried into her older sister's side. "I... I'm evil..."

"No, you are not." Celestia lay on Rainbolt's other side, her own wing stretching over both her younger sisters. "If you were evil, then you would not be hurting so terribly. What you did, it was an act of mercy. I... I could feel their pain, do you know that? They had all been injected with Wingweed poison. They were in such terrible pain, and you helped take that pain away."

"But... We're Goddesses... we should be able to do so much more than this... We were all killed. How can we save Equestria now?"

"No, just our Avatars. In time, we will be able to create new ones and restore day and night to Eden, and you can bring back the weather. Right now, the winds are dying down. Soon, the wind will stop, and all the ponies who escaped onto the seas will become trapped. Only the ships with Pegasai and Unicorns might stand a chance to keep moving."

"But... what if we can't return in time? Eden will stop. Because there is no sun, everything will freeze. Plants will die. The air itself will become stale and dead." Rainbolt looked into Celestia's gentle eyes and saw her golden tears.

"For the time being, we need to regain our strength. Once we have, we will return to Eden. Give it a few days time, ok?"

"I.. Alright. Eden won't die in a few days... I hope."

...

Applejack shivered, even though the thick blanket she had draped over herself. She looked over at Fluttershy. She looked to be fine, where the cold was concerned, but she had not spoken for quite a while.

"Fluttershy?" She came over and lay next to her friend.

Fluttershy turned to face her. Her eyes devoid of emotion.

"Oh Fluttershy... Don't give up. Princess Celestia'll return, an the sun with her."

"Rainbow Dash..." Fluttershy spoke softly, but with virtually no emotion. "I felt her die..."

Applejack gasped. "Sugarcube, why didn't y'all tell us?"

"I... I felt her die the same day as Celestia and Luna. This is a dying world without them..." She stretched her magic wing and looked at it. She willed the illusion to fade away, revealing the beautiful metal wing. "This... this was a gift from not only all of you... but from them as well. Through this... I can feel all of you and all of them." She folded the wing but didn't restore the illusion. She looked down at Angel Bunny as he snuggled to her for warmth. "I feel so useless..."

"Ya ain't useless. Y'all shown us you're braver than any of us coulda ever dreamed y'all could be. Ya gotta be strong, fer Angel Bunny, fer yerself and fer all ah us." She nuzzled Fluttershy under the chin. "Come on Let's get ta bed. Y'all need yer rest if'n we're gonna find any ah the ships."

Fluttershy scooped Angel under her wing and followed her to the small quarters the two were sharing. They crawled into bed and quickly fell asleep next to each other.

...

Rainbolt yawned and stretched. "Ugh... I feel a little recharged... but nowhere near enough. It's been a week already."

"As are we." Celestia, still laying on one side of Rainbolt, smiled. "With just Luna and I, we would take nearly twice as long to regain our strength. Now, with you, it has taken half the time."

Rainbolt "What do you mean?"

Luna rose and smiled. "We are going to set nature on it's own path, and we will be reborn. It will take years before we can create avatars again, but we cannot simply leave Eden to die."

Celestia smiled. "Are you sure you want to do this? Our last mortal existence felt so short."

Rainbolt blinked. "What are you talking about?" She jumped up. "How can we be reborn as mortals? What about our powers?"

Celestia giggled, a sound like the purest chimes. "We do not sacrifice all that we are. We merely place our avatar souls into a mortal body, to be born as a mortal, to live and love as mortals, and finally to die as a mortal. After that, we return here. By then, our power will have returned and we can reappear onto Eden as we had before."

Rainbolt hung her head. "So... Eden does not truly need us?"

"Yes, it truly does. We can let nature run its course, with the sun and moon flowing on their own, and the lightening tempering the skies on its own. Eden can sustain itself on its own for a while like this, maybe a hundred years on its own before the magic fails and the cycle starts to collapse."

Luna nuzzled Rainbolt. "Don't worry, we'll have passed from the mortal realm long before the cycle fails. We will fully regain our powers and be able to return to command the sun and the moon and storms."

Rainbolt nodded. "I... I understand. Alright, let's do this... though I do have a request."

"And that would be?" Celestia smiled at the smallest Goddess.

"Can... can we all be born as sisters, or maybe even close together enough to be best friends?"

Luna and Celestia laughed, a truly joyous laugh indeed.

"Silly pony." Luna calmed down first, Celestia still fighting her giggles. "We are always born as sisters, no matter what. It may be years apart for us, but still, we are always sisters, no matter what."

"Cool. I... I'm happy to hear that. Do we actually get to choose who our parents will be?"

"No, you do not."

"What? Why don't I?"

"Because we have already chosen. Not only that, but this time around, I think you should have the honor of being the first born of Twilight Sparkle and Dawn Glimmer."

"Wait... what?" Rainbolt blushed. "You mean... they actually did IT?"

"Yes, they did. I hope you don't mind being a Unicorn." With that, Celestia's light flowed over Rainbolt and she faded away.

...

"Twilight! Daddy!" Surprise burst into their room and froze. She turned many shaded of pink and backed out. "You really should get a lock for the door..." She then called from outside the door. "You REALLY need to get up on deck. And I mean ASAP!"

Yea... this time they had been caught in the very act of making love... They were both beet red.

...

Twilight and Dawn stepped out onto deck and were met with a gust of warm wind. They turned to face the direction that the others were staring.

The sun was raising over the horizon.

"C... Celestia..." Twilight cried, her tears were joyous ones.

...

"Land Ho!" Diane called out as she had been at the stern of the ship, as Surprise was currently at the helm. "And I can see a whole lot of Equestrian ships down below."

They all stared in disbelief. A new land, and from up here, it looked to go on forever with forests, plains, hills, mountains in the far distance and many lakes and rivers.

...

The Twilight Dawn and her crew were the first to land and step hoof on this new land. They looked out over the sea. The ships were still below the horizon, but they knew they were coming here.

It only took hours for them to raise a large pile of dry driftwood onto the top of a cliff and light a guiding fire.

That night, they could see the lights of the ships in the distance, and by mid morning, the first ships were arriving.

So many ships were arriving, and with Pegasai heading out and finding other ships still at sea, they guided them to this new land.

...

After a few more days, with some of the ships being torn apart to be used to build the first homes, they started to feel hope, that they would not have to ever see the Invaders again.

Twilight walked up next too Dawn. "Dawn..."

"Yes love?"

"I... We have to go back."

"What? What for?"

She simple placed a hoof under the pendant she wore. "We need to recover the rest of the Elements of Harmony. We can't let the Gaeans have them."

"Why didn't you say something before?" He looked into her eyes.

"It was too dangerous with that massive sky ship and all the soldiers in Canterlot." Twilight looked out over the horizon at the setting sun. "It's been almost two weeks sense we left Equestria..."

...

Another months passed...

The Twilight Dawn was now armed with a total of eight cannons that Dawn, Twilight and many smiths and Unicorns had created. While small, they were very accurate, and packed an impressive punch.

It was also armed with a good supply of steel spikes, barbed and perfect for ripping into the hot air balloons that kept sky ships flying.

Rarity, with the help from other ponies, had repainted the ship look like a cloud. Dawn had also created many more of the reflective disks to aid in cloaking the craft from sight.

Invisibility with all these disks would be much easier to cloak, causing much less strain on Rarity's magic than her first time.

The Twilight Dawn would be their greatest tool in their attempt to recover the Elements

...

"Alrighty, we're fully stocked with everything we'll possibly be needing, except party supplies." Captain Diane said to her friends. Plenty of food and water, medical supplies, her own special black powder for the cannons and enough cannon balls to last them for a while. The steel spikes came in two styles. The drop ones, for attacks on enemy ships from above, and shorter ones that could be fired from the cannons.

Rarity had done wonders for the interior of the ship. Every one of the crew quarters looked very comfortable, personalized for each and every member.

All the High Priestess's treasures had been removed from the store rooms, and each Pony now now had their own rooms.

They boarded the ship.

"To Equestria." Twilight gave the command.

...

The High Commander looked at the chest that had been uncovered from the ruins of Canterlot Castle.

"A fancy little box. What's in it?"

The solders who had brought it to the strong looking Pony bowed their heads. "We do not know. We've not been able to open it. There seems to be no keyhole."

The High Commander drew his God Slayer sword and brought it down on the lock. It flashed and snapped open, but was not damaged.

He grinned as he opened the chest, and his eyes lit up at the gold and gems. "Some very nice jewelry. Throw it in the vault with the rest of the loot."

"I beg your pardon High Commander, but this chest, it was the only thing in a vault that had been in the very top of the highest tower."

The other one then spoke. "We think this might be more than just fancy jewelry."

"You don't say?" He closed the chest. "Maybe I will hold onto this, for safe keeping." He clicked the lock down, knowing that his sword just might be the only means of opening this thing.

And it was a very nice chest as well.

...

"As fast as this ship is..." Diane sighed. "I wish it was faster." She looked at the controls and noticed something was odd.

There was a small panel she had never noticed before. She tapped it and it slid open, revealing a big, shiny red button.

Her eyes grew larger and sparkled with a light she had not felt for a long time.

"Big... shiny... red... button..." She snapped her eyes shut and shook her head. "No... I can't. Who knows what it does." She closed the panel Maybe later she would get the chance to figure out what it did.

"Diane?" Surprise was standing next to her. "What was that button?"

"Don't know... I really want to press it... But who knows what it does. It might make the ship explode or worse. It might make the ship move faster. It might even make the ship transform into a giant robot."

"A giant what?"

"I dunno, but it sounded so cool." She smirked at Surprise. "Can you get Twilight and Dawn up here? I think they're in their cabin."

"O-Kay!" Surprised saluted before taking off.

...

Knock Knock.

"Come in." Dawn called.

Surprise creaked the door open and peeked in.

Twilight was laying on the bed, reading one of the few books she had brought with her.

Dawn was sitting at the small table off to the side, drawing something.

"Yes Surprise?"

"Um, Captain Diane asked for the two of you to see her up on deck."

"Thank you for telling us." He looked at Twilight as she closed her book. "How are you feeling?"

"Better..."

Surprise blinked. "Twilight?"

"I was just feeling a little sick when I got up this morning."

"I know how you feel. When it comes to the swaying and bobbing and all that, I start to feel green too."

Twilight giggled. "Oh, that's not why I felt sick."

"Something you ate?"

"Nope." She smiled happily as she got off the bed. "Now, what did Captain Diane need us for?"

...

"A big, red, shiny button." Diane showed the button in question.

"A big, red, shiny button?" Twilight raised an eye.

"I really wanna push it, but I know it might do something bad."

"Hmm, might not." Dawn scratched behind his head. "I've spent plenty of time looking over the ship and I've found a lot of things that don't rally make sense."

"Like what?" Twilight asked.

"Things that don't make sense." He shrugged. "Think you can use your magic to find out what it does?"

Twilight nodded. "I guess I can try." She lowered her horn to the button and concentrated.

Starting at the button, she was able to see through the ship. The button was connected to many different things that made little sense to her. The one thing she could tell though, it seemed to be a button that would cause the ship to transform, somehow."

"I think... I think it's some sort of transformation button." She looked up and saw Diane reaching for the button.

"PINKIE WAIT!" Twilight cried, forgetting momentarily that her friend preferred to go by Diane now.

On hearing Pinkie, she grinned a wide and very happy and cute smile and hit the button.

What happened next caught them all by surprise.

Wings folded from the sides, each with more fans built on. A total of four wings, two larger ones at the back and two smaller ones up front. In addition, two more fans folded out at the back of the ship. The shape of the balloon stretched to be longer, but also slimmer at the same time.

And then the speed was poured on.

Applejack and Fluttershy came out from below deck, followed shortly by Rarity and Spike.

"What in Tarnation?" Applejack held her stetson to her head.

"Wh... what happened? What's going on?" Fluttershy gasped.

"Dear me, what IS going on? AH! This wind is going to ruin my mane." And Rarity dropped below deck.

Spike crawled over. "Twi? Did you you use some new magic spell on the ship?"

"No." She smiled. "Captain Diane made a wonderful discovery. This ship has an extra fast mode."

"Really?" Applejack came over. "How'd y'all do that?" She then noticed the increased poofieness in her friends hair. Was the original Pinkie Pie making a comeback?

Fluttershy was at the very stern of the ship, her wings spread. "This feels wonderful... I wish Dashie was here to enjoy this." Nopony heard her though.

Dawn pondered something for a moment and rushed below deck. He checked on those strange systems and found they had been deployed, that and the engine was running a lot harder than normal.

He rushed back up. "Captain, I think you should shut this down. I'm not sure about the engines."

Diane blinked and nodded, then hit the button again. The ship slowed to its normal speed and everything returned to normal.

"Aww, but that was so much fun."

Dawn had to admit, that had been most impressive. "It was, but I'm going to check on the engine." He returned below deck.

Fluttershy joined those on deck. "That wind felt wonderful." She smiled.

Angel's ears were pinned back from the wind, but he was grinning from ear to ear, showing he had enjoyed that as well.

"I guess that should only be for emergencies?" Diane smirked. "And Twi? You called me Pinkie."

"I did? Oh... sorry."

"That's okey dokey, I understand why. I think I slipped into Pinkie Pie mode when I heard what the button could do."

Suddenly the ship lurched and the rear blades slowed to a stop, smoke pouring from below deck.

They all rushed to the engine room and saw a pure black Dawn emerge. "I knew it... I think we blew something in the engine."

Diane hung her head. "I broke it, didn't I?"

"I don't think it was your fault." Dawn stated. "We don't really understand much of how any of these things work..." he sighed. "I think we'll be needing to land for some repairs, or at least maintenance.."

...

Dawn tossed a snapped rod onto the deck. "This is the problem..."

"Ohh... can you fix it?" Diane asked.

"I'm not an engineer... but I did find a manual for the engine." He looked at Twilight and Rarity. "I think we might be able to repair it with your magic."

"I hope so." Twilight frowned.

Fluttershy landed back on the deck from a little scouting excursion. "I found a small island not too far away. Do you think we can make it there?"

Diane grinned. "Deploy the sails."

...

Twilight was glad that they had thought to bring canvas from a disassembled ship. It had been easy, with magic and Fluttershy's flying, to rig up some sails.

They caught the wind and Diane steered the ship toward the island.

...

Dawn closed the book and sighed. He looked over at Twilight and Rarity as they used magic to repair the broken pieces of the rod.

This small island was also a nice relaxing spot to get out and stretch their legs.

"Will it work now?" Diane asked Dawn.

"I don't think so... This engine would have broken down sooner or later anyway, seeing as none of us thought about a very important thing."

"An what could that be?" Applejack asked as she was examining a few other parts from the ship.

"Maintenance. A ship like this needs to be taken care of at all times. I also discovered that it's powered by a crystal, and that crystal is covered by tiny cracks."

"Can't Twi or Rarity fix it?"

"I think they might be able to fix the crystal." Dawn looked at Applejack. "And I really do hope so... We have no spares."

...

Twilight examined the crystal carefully. "I think I can fix this... If not, then we're out of luck."

"We believe in you." Rarity stepped back, knowing that, while she helped with the rod, it would be best if only one pony used magic on what seemed to be a very important part.

Twilight closed her eyes and concentrated.

All could see the cracks were starting to vanish.

Suddenly, the crystal sparked and shattered into many fine pieces.

"No..." Twilight fell to her knees. "I... I couldn't fix it after all..."

"Ah think, maybe, it was just too worn out." Applejack patted Twilight on the back.

"We still have the sails to help us fly." Diane reminded them.

"That's fine and all..." Dawn frowned. "But the crystal is what produced the hot air for the balloon" He pointed to said balloon, which was already starting to sag. "All said and done, if we cannot find a way to produce the hot air we need, we are stuck here."

"Shame Trixie ain't here. She's fulla hot air." Applejack joked.

"This isn't a time to be joking..." Twilight rose. "Can the Twilight Dawn be used as a sea ship? We have no other choice at this time."

"Other than the fact that it has a huge trap door on the bottom, I see no reason why not." Dawn replied. "We should try to get that cargo door sealed and waterproofed, while there's still enough hot air left for us to move the Twilight Dawn into the water."

...

Magic had been the answer. Twilight and Rarity used the same magic they had used to fuse the pieces of the broken rod together to fuse the trap door shut, and waterproof.

With more magic, and Fluttershy pushing, they managed to get the craft into the water.

Surprise poked her head out from the hold. "It's holding. No leaks at all."

With that bit of good news, they boarded and started taking the balloon down. With minimal modification, they were able to rig the mast to be able to use the sails.

The rear fan was locked into place so it did not drag in the water.

Steering was the only real problem, as the fins for steering had been part of the balloon

Twilight and Rarity took care of that. They would simply use their magic to steer the ship as needed while the wind provided all the forward movement they would need.

So they got back on the way toward Equestria, and hoped they could recover the Elements.

...

"It's been a month already..." Rarity frowned. "When are we going to reach Equestria?"

"I have the feeling it'll be soon." Diane stated as she looked up at the night sky, spotting the north star. "As long as that star is on our right, we'll keep going right to were we want... give or take."

Rarity sighed and looked over at Surprise. "Say, Diane dear?"

"Yes?"

"Twilight and Sir Glimmer are almost never up on Deck. Dawn's always trying to figure out the engine, but... Twilight, she's not left her room sense we converted the Twilight Dawn."

"Why don't you go see her?"

"Well, whenever I do, Spike is standing guard and won't let anypony see her." She looked at Diane. "Do you think you could talk him into letting us see her?"

"Nope..."

"Why not?"

"I tried that already. Spike just told me that Twilight isn't feeling well and needs o be left alone. Only Dawn can get past him."

Rarity put her hoof down. "We're getting closer and closer to Equestria by the day, and once we reach it, we'll be needing her more than ever. She's not just our dear friend, she's like our leader."

"I know what you mean..." Diane sighed. "Rarity, take the wheel please."

"Whatever for? It's the wind, my magic and Fluttershy that have been steering this ship this past months."

"Oh, sorry. Habit I guess. I've become so attached to this beauty... I'm really sad that it's not flying anymore."

"She'll fly again. We just need to get a new crystal... and a spare just in case."

"And plenty of grease..." Dawn came up from below. He was covered in dirt, grime and grease. "That rod snapped because there wasn't any lubrication left on it."

Rarity cringed and backed away. "Oh dear me... You need to get cleaned up." She lowered her horn and used her magic to clean every spec of dirt from Dawn's white coat, hair and tail. "There, much better."

"Um... thanks." He looked at his sparkling hooves. "Well, that saves me time for cleaning up. I'm going to go check on Twilight."

"Wait." Rarity and Diane blocked him.

"Why hasn't Twilight come out sense we started sailing? Is she seasick?"

"Actually..." Dawn hung his head, his mane hiding his face. "She is sick, but not seasick. It's not bad though. She'll be fine."

"How long? Is her condition serious?"

"Hmm... yes, it is serious, but not life threatening." He rose his head. "I can't tell you anymore about it. Please, let us know when we finally come in sight of land." With that, he headed down below deck

"Wait..." Rarity called, but he had already left. "Ooh.." She fumed.

Diane placed a hoof on Rarity's shoulder. "It's okay..." She frowned. "Although, I know they are hiding something REALLY important, I trust Twilight and Dawn to tell us when the time is right."

...

Another week passed

"I can see land." Fluttershy landed on deck.

"Oh finally..." Rarity sighed. "It's been so long and we are almost out of fresh water and food, and I REALLY need to take a bath."

"I think we all need to take a bath." Fluttershy scrunched her nose.

Diane started toward the stairs down. "I'll let Twilight and Dawn know."

...

"Sorry Diane." Spike blocked her path. "I still can't let you see Twilight. She's really serious about not letting anypony see her right now. Heck... she won't even let ME, her number one assistant see her..."

Diane rolled her eyes. "I'm here to let Twilight know that Fluttershy has spotted land." She spoke up. "Did you hear that Twilight? Land Ho."

The door creaked open, ever so slightly "How far away are we?"

"Hmm, still couldn't see it from the deck, but Fluttershy was only thirty or forty lengths above us."

"Thank you Diane. Let me know when we land..." The door then clicked closed.

Spike simply shrugged.

...

Dawn lay next to Twilight, a hoof on her belly. It was starting to become slightly noticeable that she was putting on weight. "Come on Love... we really should tell the others... They're your best friends They have the right to know."

Twilight shook her head. "Dawn, please... I... I'm really happy, we're going to have a foal... but I need to keep this hidden."

"What if you get hurt?"

"If things get dangerous, I'll teleport out. I've told you that already." She nuzzled Dawn. "Don't worry... I won't get hurt."

"How can you guarantee that? The Gaeans are not exactly friendly to Unicorns, and they want all Pegasai dead. I'm really worried for you, and for Fluttershy."

Twilight sighed and rubbed her belly. "We'll be fine."

...

Twilight Sparkle stepped out onto the deck, for the first time in over a month. She was wearing some baggy clothing and a cloak. Dawn emerged behind her, looking quite worried.

"I'm sorry I kept myself locked away from everypony... but I needed time to make plans. I've been scrying for the Elements, and the closer we came, the more accurate my readings."

"Are you going to tell them or am I?" Dawn said to Twilight, but loudly enough for the rest to hear.

"I'll tell them, but this is really important."

"Not as important as this." Dawn hugged Twilight. "Please? I know I promised not to tell them... but... I will if I have too."

Twilight sighed. "Fine." She looked at all her friends. "Okay, okay, I'll get down to business after I tell you the news..." She smiled and looked into Dawn's eyes. "We're going to have a foal."

This caught EVERYPONY, and even Spike off guard. They surrounded her and barraged her with questions.

Dawn pushed them all back. "One at a time please."

"Ah'm sorry Sugar, but why didn't ya tell us before?"

Twilight hung her head a little and glanced away. "I knew that if I told you... you'd act like this. It's embarrassing really."

Diane smiled and hugged Surprise. "You're going to be a big sister." She looked at Twilight. "Is it a colt or filly?"

"We won't know until it's born." Dawn smiled. "But for now, Twilight is being adamant about one thing above all else..."

"Business can wait dear." Twilight kissed his cheek. "They want to know about this." She sighed, realizing she shouldn't have worried so much about it after all, until Surprise spoke up.

"So, seeing as you're going to be a mommy... we can't let you come with us." She stomped her hoof down. "I won't let you. I don't want anything to happen to my baby brother or sister before they even get a chance to be born."

"She's right Twilight." Rarity nodded. "We simply can't let you put yourself into any danger."

"But... My plan... I need to go."

"Sorry Love." Dawn was still smiling. "We all love you too much to let you put the two of you in danger. Don't make me lock you in the bedroom."

"Like that little latch can hold me?" She then smiled at her friends. "Alright... I won't go with you. I'll stay with the Twilight Dawn and Surprise instead of Diane and Rarity."

"Wait, what?" Surprise didn't look pleased to hear that. "Why am I staying here?"

"Because you have a baby brother or sister that will need a big sister." Twilight smiled.

Surprise backed down. Had Twilight even mentioned her age being the factor... she would have argued till she got her way. But Twilight's reasoning sounded flawless to her.

"Also, you're almost as skilled as piloting the Twilight Dawn as Diane is." She smiled. "Rarity, seeing as I'm staying to help maneuverer the ship, you'll go in my place. They'll be needing a skilled unicorn, and you are it."

"Why thank you... though I do hope there is no fighting, you know how I feel about that."

"Hmm, if you use your disks and your invisibility, you should be able to pull this off easier than my original plan." She levitated a scroll over to Rarity. "This is a map of the big sky ship that's docked at Canterlot. My scrying has let me create this map, and I've marked where the Elements are being stored... You'll take Applejack with you in case things go wrong."

"Ah have a feelin there a but comin..."

"Right you are Applejack..." Twilight frowned. "But you'll have to go through the bridge to get to the captain's chambers where the Elements are being kept.

"Bridge? What's that?" Diane asked.

Twilight pointed to the steering controls. "A place where you'll find the controls for that huge ship. I'm more than willing to bet there will be plenty of soldiers there, as well as the captain of that ship."

"So... we all do this right, or we'll all be dead." Spike frowned.

"You're not going with them Spike."

"Aww, why not?"

"You're going with Dawn to try to steal that ships crystal, and any spares you can get."

"Oh, ok. Awesome." He grinned. "Um... hold on, we won't have invisibility, or Unicorn magic to protect us." He glanced up at Dawn's forehead. "Sorry, didn't mean too..."

Dawn smiled. "It's alright Spike."

"Anyway... That's why you'll have to be as careful as possible." Twilight smiled. "Diane, Fluttershy. We need food and water if we're going to make the trip back to our new home. That's where you come in. You need to acquire enough food and water... and I'll be needing to eat more than usual" She blushed a little.

"So that's why the food and water has gone down faster than predicted." Rarity frowned. "You really should have told us earlier dear. We would have totally understood."

"I know... I guess I was just being nervous for no reason... but I thought that if you knew, you'd have turned around and taken me back."

"Sure as sugar we would have." Applejack did look a little cross. "Bah, what we gotta worry about now is gettin' them Elements back from those varmints"

Fluttershy spoke up. "We'll try to get enough food and water for all of is to last three months, just in case we can't get a new crystal."

"Good thinking Fluttershy." Diane grinned. "Hmm, guess it'll all have to be dry goods. Baked goods won't last that long.":

"I wish all of you the best of luck..."

...

The Twilight Dawn had been moored in a small hidden cove, under many large overhanging trees. In fact, the only way to see this cove would be from almost sea level.

It was also a good hour walk from here to Canterlot.

The three teams had disembarked and headed out, with Fluttershy keeping her wings hidden under a vest, just in case.

Diane and Fluttershy headed towards the nearest town in hopes they could find what they would need.

As they approached, they could only see a small group of soldiers sitting around. In a large wooden holding pen, there were at least a dozen unicorns, all wearing those damn iron horn covers. The Equestrian Earth Ponies were being forced to rebuild the town for when more soldiers or citizens from Gaea migrated to take over.

Fluttershy looked worried, as did Diane.

"Do you think we can pull this off?" Fluttershy whimpered.

"I think so. I think if we can get those guards dealt with, we can convince the townsfolk to help us and give us the food and water we need. There's only a dozen of them, right?"

At that moment, quite a few more soldiers emerged from what looked like a tavern.

"Or maybe not... This could get difficult..."

"Maybe there's more Equestrians here than Soldiers. Maybe we can convince them to fight back?"

Diane shook her head. "I don't think so... they look pretty tired from all that work they're being forced to do." She frowned. "This is going to be up to just us."

"Can we think of a way to free the unicorns? I'm sure a dozen unicorns could make all the difference, and the others might see this and be willing to fight back."

"Good idea Fluttershy. It's almost night, you might be able to fly in there under cover of dark and into that prison. Get even one unicorn's horn cover off, and they'll be able to free the rest."

"Oh, I hope so... This is so scary."

"You have Angel with you. You don't need to be scared. I'll try to distract the soldiers while you're busy."

Fluttershy nodded and glanced at the small rabbit on her back. He also nodded, showing he was ready to do this.

...

"Would y'all lookit that." Applejack pointed out the sky ship. It truly was huge. "How d'ya expect us to get on that thing?"

With all the soldiers in the city, even reaching the ship was going to be difficult, even with invisibility to help them.

"We can do this. We don't have a choice." Dawn glanced at Rarity. "Are you ready?"

"Of course." She released her disks around the group and cast her spell.

"I don't feel invisible." Spike stated.

"We're covered in a bubble that keeps everypony on the outside from seeing us." Rarity replied. "Stay close. We don't want to be discovered."

The small infiltration team made their way toward the city.

They could see walls were being constructed, using Equestrian Earth ponies as forced labour.

They chose their route carefully, through an area that had yet to see construction. Once inside the city, they realized just how many soldiers there were here.

Everywhere they turned, they would see Gaean soldiers, either relaxing, on patrol or even harassing the Equestrians (and in one case, gang raping a mare).

They wanted to rush in and save her, but there was nothing they could do without giving away their presence. They pressed on, carefully.

...

It was now dark enough for their plan to begin. Diane slipped into the town and headed toward where the 'off duty' soldiers seemed to have chosen to be their hangout, the tavern.

The on guard soldiers were actually easy for Diane to evade. She finally got close enough and took a deep breath to calm her nerves. If they caught her... she didn't want to even think about what was going to happen to her. She stepped out from the ally and waved at the guards.

"Hi there boys. Want to play a game?" She then vanished back into the ally, ten soldiers giving chase.

...

Fluttershy flew up high and landed right in the center of the holding pen. She held her hoof to her mouth. "I'm here to rescue you. Let me get those covers off."

"We can't fight back... They've already killed so many of us, and chopped even more of our friends and town's folks horns off." One Unicorn whispered back.

Fluttershy shook her head. "There's a lot more of you than there are of them. Once the other ponies see you're free and fighting back, I'm sure they will join in the fight. The soldiers won't stand a chance."

"Why are you helping us?" Another Unicorn scowled. "You're a Pegasus. Your kind is the reason we got invaded in the first place."

Fluttershy wanted to back away and cower, but she stood her ground. "Do you want to have your horns cut off? You are magical unicorns, they are not. If you fight back then we'll stand a better chance of convincing the others to help as well."

"After we defeat these soldiers, then what? There's so many more where they came from. I heard that in under a week almost ten thousand more soldiers will arrive in Equestria with ten or more of those flying ships of theirs. It only took one of those things and this town was destroyed in under an hour."

Fluttershy narrowed her eyes. "Are you proud Equestrians, or are you little cowards?"

"I vote to be a coward and live."

"What about the rest of you?"

"Even if we escape, all the ports have been captured and all remaining ships have been burned."

"Yea, we have nowhere to go. They'd hunt us all down and then what? We're doomed no matter what we do."

Fluttershy sighed. "I guess coming here was a mistake."

"HEY!" A light suddenly shone on Fluttershy. "PEGASUS!" A soldier had spotted her.

Fluttershy took to the air at top speed, blowing down all the unicorns. (Oh no... I was spotted... I've ruined the plan.) She flew up and tried to avoid the spotlights, but they kept finding her. (I have to find Diane... Where is she? This town isn't so large that I can't find her...)

She then spotted a building that had twenty or more soldiers surrounding it. She took off as fast as she could, away from where Diane was. She hoped she could escape, circle around and save her friend.

...

Diane pulled her blade from yet another soldier and peeked out the broken window.

(Great... surrounded, and they're using those darn sleeping poison darts. I get hit once and it's all over for me... unless...) She closed her eyes and looked within. (Not there... I need to search deeper... I need...) She took a breath to calm herself. (I need Pinkamena...)

"There's only a lone mare in there. Why don't we rush the place? She can't take all of us." One soldier yelled to his allies.

"Are you nuts? That lone mare already took our six of us in ten seconds flat." Another yelled back.

Diane sighed. Pinkamena seemed to either buried too deep in her mind, or she had been totally removed all together. (Guess I'll just have too...) She loaded her launcher with one of her fireworks, lit it and fired out the window.

Sure, they didn't really do much damage, especially with the soldiers being so well armored, but the bright flash should give her a chance to escape into he surrounding woods.

She heard the cries of surprise as the brilliant green and pink device exploded. She took this moment and bolted.

She somehow jumped and twisted in mid air, evading over a dozen darts and deflecting another three with her wrist blades. She landed and ran past the few blinded guards that were in her way.

Not even looking behind her, she somehow knew when to dodge, jump or duck to evade the darts. She knew it had to be her Pinkie Sense warning her and guiding her. Still, some of those shots had been far too close.

She pressed on, reaching the edge of the forest and vanished into it.

The soldiers ran past where she chose to hide, up in a tree.

She smirked as the last one ran past and hopped down. As she hit the ground, she felt a sting in her flank. She looked and saw a dart sticking out. "Oh poo..."

"We got her, finally."

Diane fell to her side, the poison taking effect really fast as she was surrounded by all these guards. She reached into her bag and pulled out something round. She bit onto a small ring and pulled the pin out.

The high explosive grenade fell from her hoof as the poison finally took effect...

...

The invisibility was working great. They managed to reach the gates to the castle. Up above them, the massive war ship was docked to what remained of the castle.

"How are we going to get in there?" Spike asked.

Rarity looked at the map, as well as another map on the back. "We're going to sneak in using the sewers? Oh eww..."

"Deal with is Sugarcube." Applejack pointed out the entrance.

The grate that blocked the entrance looked damaged, the bars wide enough for even Dawn to squeeze through.

Once inside and away from the opening, Rarity relaxed the invisibility. Maintaining that spell for as long as she had, even with the disks helping to spread out the effect, had taken a lot out of her.

Dawn offered her a flask of water, which she gladly accepted. After quenching her thirst, they pressed on, following the directions till they reached the garbage shoot that would lead up to the royal kitchen.

"Spike, climb up there and make sure the coast is clear." Dawn gave him a boost.

Spike was glad he had claws, which made the climbing easier for him. He reached the top and peeked out.

He could see no soldiers, but there were a chef and three assistants working really hard to make a lot of food, most likely for the soldiers.

He slipped out and waved to the chef, having recognized him from his time he had lived in Canterlot.

"Spike? That you?"

Spike nodded. "Don't tell the soldiers I'm here. I have some friends at the bottom of the..." He glanced and watched as one of the assistants dumped a pale of some really nasty stuff own the shoot. "That... shoot..."

...

Dawn and Applejack covered Rarity's mouth as she had been hit by pretty much all the spoiled food that had come down. If she screamed now, soldiers might be alerted.

...

Spike facepalmed. "My friends are here to try to recover the Elements of Harmony. They might be the key to saving Equestria. They're down that shoot."

"Oh, what a shame." The chef stood and waved the assistant over. "I need you to get a rope and tie one end to that ring on the wall."

The mare blinked. "Why?"

"Because it's starting to stink. It's been quite awhile sense that shoot has been cleaned. Drop the other end down and the rest will be taken care of."

"Um, of course Chef." She did as she was told.

...

A rope fell down before them, something which would make it much easier to climb the shoot, something Rarity was not looking forward too. It looked positively disgusting up there, but then, it was nothing compared to down here, or her hair as it was.

...

The chef and his assistants helped pull up the three ponies from down below.

"It's not safe here." Chef whispered "Go out that back way..." He scrunched his nose. "You'll find the water fountain for the kitchen. Wash up You positively reek"

Rarity was the first one off to get cleaned up, quickly followed by Spike, Applejack and Dawn.

...

They had finally washed up, and with two suits of 'spare clothing' supplied by the Chef, they were in disguise.

"It's about time we deliver evening meals to the crew on the ship. It's using the Celestial Tier as a dock."

Applejack smiled. "Ah guess we gotta play the part ah stewards."

Applejack and Dawn wore the disguises, while Spike hid in the cart and Rarity cloaked herself. The farm pony was not too impressed with having to wear this maid outfit while Dawn wasn't bothered at all with the butler's suit.

They pushed the carts along through the dining hall, which was FULL of soldiers.

None of them paid either of the ponies any heed, as they were too busy eating.

Through the halls and to the throne room they went. This room was full of supplies and loot that had been plundered from the castle and city. Many solders were here sorting through everything.

At the entrance to the tier, they were stopped by a pair of solders.

"Who are you?"

Dawn spoke, looking like he truly was a butler. "Good day, we are here to deliver dinner to the crew of this fine ship. It would look bad should they make mistakes because of hunger, am I correct? Imagine how that would reflect upon the fine soldiers who kept us from keeping his countrymen fed and ready for anything."

"Eh-hem. Of course. Continue on." He smirked as Applejack passed, his tail whipping her flank.

(Must not retaliate... Must act the part.) "Oh!" She glanced back and smiled shyly, adding in a wink as well. She then continued on her way.

With Rarity whispering directions in her ear, the two mares made their way to the bridge.

At the same time, Dawn (with Spike hiding in the cart) headed down to the engineering section. As he entered the room, he gasped at the sheer size and complexity of this engine, and the fact that it had four crystals powering it.

(Of course... A ship this size would need more than one crystal...) "Dinner is served." He removed the cloth from the top of the cart, leaving the lower one on, keeping Spike hidden.

He then started serving out bowls of soup, which had a dose of sleeping poison added in for good measure.

It took a few minutes, but the poison finally took effect, and the entire engineering crew was out.

"Spike, go grab those crystals. I'll check the storage here for any extras we can find..."

...

Applejack arrived at the bridge and entered. It was quite impressive, needing two pilots at once to control the massive craft. A navigator and four watch-ponies kept an eye on the skies. There was also quite a few telescopes on all the railings.

She took a calming breath and smiled. "Soups on Everypony."

From the room where they needed to go to get the Elements back emerged a large, and very hansom pony in black armor

"I don't recognize you." He glared at her. "I was rather specific about not letting servants I had not seen on the bridge." He came over and looked her over. "Well, at least this time they sent a maid rather than a butler." He brushed his tail against her flank. "You'll be dining with me in my quarters."

"Ah don't know about that Sir. Ah got lots ah others to serve dinner."

"Don't worry, they can serve themselves." He led her toward the door.

Rarity frowned. (This... could be bad... it he tries to do anything inappropriate, she'll blow her top and we'll loose this chance...) She slipped ahead and through the open door, before Applejack was lead through by the good looking bad guy.

"Please, relax. I bet that outfit is uncomfortable. Let's take it off."

"Ah'm sorry sir... Ah can't do that while on duty. Chef was specific 'bout me not lingerin and distractin' all ya fine soldiers."

"Don't worry. He's my servant, and what I say goes. If he gives you a hard time about being late, then tell him that I was entertaining myself with you." he grinned and started to unbutton her outfit with his teeth.

Rarity readied a dart.

The High Commander felt a little sting in his neck. His hoof felt where the sting was, but there was nothing there.

Suddenly he felt like taking a nap and fell.

Rarity caught him with her magic and carefully lay him down, to avoid any unwanted noise. She then uncloaked. "We have to find the chest and get those Elements out of here. I hope by the time we do, all the bridge crew will be taking a nap with that sleep poisoned soup.

The pair searched and finally found the bedroom. It was stocked quite nicely with all sorts of treasure

And the case that contained the Elements of Harmony.

Rarity closed her eyes and made only the case invisible, revealing the Elements. She smiled at Applejack.

"Let's get outta here." Applejack grinned as they headed toward the door.

Suddenly it flew open, one of the bridge crew rushing in. "High Commander! The food was poisoned." He then saw the pony in question laying flat on his side, snoring away, as well as two mares. The maid, and a Unicorn. Not only that, but they were carrying a chest the High Commander had claimed for himself.

Applejack acted fast and grabbed the sheathed sword that lay next to the High Commander and threw it over her shoulder, in the perfect position for her to draw it quickly. In a quick flash, the intruder hit the floor, dead.

She shook the blade to clean it, the blood not even leaving the slightest stain. The silver and gold blade looked very beautiful. She grinned as she sheathed it. "Time to leave."

Rarity nodded as she set the chest onto Applejack's back and released a few disks. They then vanished from sight, just before alarms started blaring all over the ship.

"Ponyfeathers..." Applejack knew this was not going to be easy to escape...

...

Spike wrapped the last crystal in thick cloth and placed into his backpack. Dawn emerged from a side room, his new saddlebags filled with leather tubes. "I got plenty more crystals and grease tubes. I think we're all set."

"Good to hear that. I just want to get out of here." Spike added, readying his Dragon Gun. As they turned to leave, a pair of soldiers entered.

All four stared at each other for a few seconds before one soldier turned and ran. The other drew a short sword with his teeth and attacked.

Spike pulled the trigger on his weapon and the soldier's head snapped back. He fell to the floor, dead.

A moment later, an alarm sounded.

Spike reloaded as they ran for the exit, hoping to cross paths with Rarity and Applejack first.

After dealing with four more soldiers, they saw the pair appear for a split second before vanishing again.

The pair rushed into the magic cloak, just in time as they saw all the guards from the throne room rush in and head towards the engine room.

They took advantage of this moment to exit the ship and back into the castle.

It took only a couple minutes to reach the dining room. They watched as over forty soldiers emerged and headed out in different directions. Some toward the gate and others toward the throne room.

They slipped unseen into the dining area and the kitchen.

Nopony noticed as the four intruders escaped down the garbage shoot.

...

Fluttershy had finally evaded the spotlights and returned to the building Diane had been cornered in. Oddly, there were no more soldiers present. She looked around and heard the explosion. She turned and saw the ball of fire at the forest edge.

That had been one of Diane's big bombs.

Fluttershy paled and flew as fast as she could, fearing the worst.

She then saw a bunch of soldiers, all surrounding Diane.

"Good kick Kicker." One soldier said, staring wide eyed at the ball of flame some thirty lengths away.

"I'd say one of my best..." he replied, also staring wide eyed.

In fact, all the soldiers were staring wide eyed at the damage that small weapon had done.

Fluttershy took advantage of their distraction to swoop down and grab Diane and fly off.

Angel pulled out a grenade from Diane's saddlebag and pulled the pin, dropping into the middle of the guards. By the time they realized what had happened, it was too late.

...

"Ugh..." Diane cracked open an eye to to see the most beautiful sight she could have hoped for, "Fluttershy?"

"Shh." She smiled. "Drink." She held a cup with her hooves to Diane's lips.

Diane drank the water. "Thanks." She then became aware of the sounds of some fighting in the background. "What's going on?"

"After Angel used one of your bombs to blow up most of the town's soldiers, we came back and freed the unicorns and told them to fight. The rest of the ponies in town rose up and started fighting back." Fluttershy pressed the cup to Diane's lips again. "Now drink. You'll need your strength."

"What for?"

Fluttershy pointed to a pair of carts that were loaded down with supplied.

"Really? The townsfolk are okay with this?"

"They loaded them after I told them what we were doing."

Diane smiled. "You did awesome Fluttershy." She hugged the now blushing Pegasus "I think I'll be fine now... maybe not." She tried to get up but fell back.

...

Twilight let out a sigh of relief and lowered the mirrors she had been staring into all night.

Surprise had asked about that, and Twilight had explained. "I'm using my magic and these mirrors to watch our friends."

Surprise had looked but had not seen anything, but then she noticed Twilight was 'staring' with her eyes closed.

"So... they're a focus for your magic?"

Twilight nodded. "And the good news is, all our friends succeeded. Diane and Fluttershy should be here really soon. Could you go lend them a hand getting all the supplies into the cargo bay?"

Surprise smiled and saluted. "Sure thing Mommy." She started to turn, but froze. "I... I'm sorry Twilight... I... I..."

Twilight had been shocked, but then smiled. "You know what Surprise. If you want to call me mom... I think I'm alright with that. I'm going to be your little brother or sisters mom after all."

Surprise hugged Twilight and cried. "Th... Thank you... Mommy." She then wiped her tears. "I... I have to be strong."

"You already are. You'll be the bestest big sister I could ever have hoped for. Now go lend a hoof. I'll help with my magic."

...

While it had taken an hour to reach Canterlot, it took twice that time to get out of the city itself. The soldiers were on high alert, covering every way out of the city and patrolling the streets in force.

But Rarity was doing really well maintaining her invisibility between hiding and resting for a few minutes here and there.

They managed to finally escape the city and vanish into the surrounding forest.

...

"Ah can't believe we did it." Applejack wiped her brow as they boarded the Twilight Dawn.

"You and me both Sister." Diane grinned as she greeted her friends. "Looks like we really got a great haul. Twilight examined the food and water to make sure it wasn't poisoned. It's all fine."

"I'm glad to hear that." Dawn smiled. "I got plenty of long lasting grease and some extra crystals. Spike took the ones from their own engine. That ship isn't going anywhere for a while. I hope"

"Great job Daddy." Surprise hugged her father. "And I'm so glad you made it back. I was so worried." She then looked at his clothing. "Um... nice butler outfit."

"Oh, this..." he glanced at Applejack who was now blushing, her own maid uniform still on her (and buttoned up thanks to Rarity).

"Y'know, Ah kinda like it." She smirked.

Twilight emerged from below. "Are we ready to get moving?"

"As soon as we get this grease and crystals into the engine." Dawn said before kissing Twilight on the lips. "I missed you."

"I missed you too, but I knew you'd be ok." Twilight was very happy.

"Mommy?"

"Yes surprise?"

"I'm so happy." She hugged Dawn and Twilight both. "We're a family."

"Yes... yes we are." Dawn hugged her back.

"GROUP HUG!" Diane beamed and pulled everypony (and one dragon) into a massive group hug.

The Twilight Dawn lifted from the water once it was clear of the cove, and just in time. Four military craft were approaching, two from the north and two from the south. They could see a fifth as well, the flagship that had been docked at Canterlot.

"Guess they had more crystals than we thought." Spike frowned. "They've got us flanked.. Even if we run for it, they'll pull into firing range and blow us from the sky."

Diane grinned like a maniac. "Oh ye of little faith. The engine is fully running now. Everypony, this is your Captain speaking. Grab onto something and hold on tight." She hit the big, red, shiny button.

...

The High Commander was pissed off. His treasures had been stolen by that hussy maid thief. She had even run off with his prized God Slayer. "I'll make her my eternal slave. She will bare me many sons, and not have a thing to say about it. Her allies, I will skin them all and use their hides as blankets." He slammed his hoof onto the deck. "All speed ahead. They are NOT getting away from us this time. I will not be denied my prize."

"We're within firing range of the main cannon... No, wait... What the hay?" The Gunner blinked and took aim again. "They're going even faster than last time we saw that ship... Twice as fast in fact."

"How?" The High Commander looked through a telescope. "So... that's the highly protected secret of a High Priests personal ship..." He scowled. "We'll never catch them at those speeds... We're heading back home... to Gaea. The Dreadnought is in need of upgrades." His scowl changed to a wide grin.

...

Diane looked back and was satisfied she had lost them, mainly because she couldn't see any ships anymore. "We're in the clear. Switching to normal mode." She hit the button again and the ship slowed before changing back. "I love this button." Diane grinned.

Dawn headed down to check on the engine.

Twilight sighed and started to head below deck when Applejack joined her. "Care for some company sugar?"

"Of course." Twilight smiled. "I missed all of you so much, even though I was on this ship with you."

Rarity joined them as well, as did Fluttershy.

"So, you're going to be a mother." Fluttershy beamed. "That is so wonderful. No matter what it is, I bet it'll be so cute."

"Ah wonder if it'll take after it's ma or pa." Applejack grinned.

"What do you mean by that?"

"Ah dunno. The two of ya are a lot alike." She laughed.

Diane had Surprise take over the helm as she joined her friends. "The only sad thing is..." She hung her head. "Dashie isn't here with us to share this news."

"Somehow... Twilight smiled. "I have the feeling she already knows. She's become a Princess like Celestia and Luna after all. Let's get our rest, and after we make sure they can't find us, set course for home."

...

"Land ho." Fluttershy landed on deck. "I can see the town." She looked at Twilight's star charts. "Wow, you were right on with your navigation."

"It's not that hard to read the stars." Twilight grinned.

I hope your foal is as smart as you are." She nuzzled Twilight's side. "You're showing quite a bit."

"I'm still a long way off from giving birth." Twilight smiled. "Yes Surprise, you're still months away from being a big sister, so stop asking if the baby will be here soon."

"Aww, but... but Mommy..." She smiled from her place at the helm.

Diane came up and stretched. "What a nice nap. Oh, we're home already?" She smiled and took over the helm. "Landings are tricky, but fun."

...

The Twilight Dawn had landed at the special dock that Diane had commissioned. It held the craft perfectly.

The welcome home party that night was one the Heroes of the Elements would never forget.

...

"Have you figured out where they were heading?" The High Commander glared at the Unicorn before him.

This Unicorn had been brainwashed to the point that she did whatever her Master told her, even using her special talent of seeing far away places with her magic. Normal sight seemed to hamper her magical vision, so her eyes had been burned, rendering her blind.

"I... I see a land, across the sea. A town. The ponies who escaped to the seas."

High Commander grinned. "Very good. You earned your meal tonight." He turned to a black cloaked pony at his side. "Rigger."

"Aye High Commander?"

"When I get the co-ordinates from Farsight, you will take the newly constructed Sky Jumper and head for this 'new land'. Your mission is to infiltrate and gather information. In the meantime, learn how to fly it."

"Aye High Commander." The slender pony bowed and vanished into the shadows. Only the High Commander knew that Rigger was a Pegasus who had happily betrayed Equestria in trade of being allowed to live.

As the High Commander relaxed and sat back in his private chambers, there came a knock at the door.

"Enter."

"Ah, good. Has it been transported?"

"Just arrived and is in the main hold."

"Good." He rose and headed for the hold. Once there, he grinned at the sight of the white spear. "So, the weapon that is rumored to have slain another Goddess." He approached.

"Sir, be careful. It was recently struck by lightening and still carries the charge."

"Oh? Interesting..."

The soldier bowed. "We are preparing to disperse the charge." He turned to see a soldier, black scars covered his face and chest. "Ah, here he is."

"And who are you?"

"High Commander, I am third wing pilot, first class Lightening Scar."

"Lightening Scar?"

"I changed my name after the battle at Cloudsdale. I killed the Goddess of Lightening with that very weapon, and only I can touch it while it is charged, but I can't draw it from the stone."

"Then discharge the weapon, and I will see if I can draw this marvelous weapon for myself."

He nodded and grasped the weapon between his hooves, a bolt of lightening surged from the weapon and struck the pony, but did not harm him as the lightening simply dispersed.

"Impressive. You are immune to electricity?"

"Yes, a dying gift from the Goddess, hence my new name... and appearance."

"Very well. Now..." He gripped the weapon with his teeth and pulled, but it refused to come loose. "Dammit.. Can't we destroy this rock?"

"We've tried everything, but it seems unbreakable, perhaps something to do with the weapon it holds?" The first soldier explained.

"Very well... We will keep hold of this till we can figure a way to draw it." The High Commander returned to his quarters.

...

Rigger looked at the strange craft. A solid, flat black in color, with long, back-swept wings. It had three strange pods on it, one on each wing and one on a tail wing. There was no hot air balloon present.

"Well, this looks interesting." He grinned under his cloak and slid into the cockpit.

The Sky Jumper was an experimental craft, supposedly the fastest flying thing on the whole planet.

He started up the new engines, hearing the strange hum from them, then he released the brakes.

The forces he felt as it launched down the launchpad of the new carrier class sky ship nearly took his breath away, but he quickly got it under control. He would have to learn to master this craft before he undertook his mission to infiltrate those who had abandoned him.

...

The High Commander laughed as he wrote down the star-chart co-ordinates of his stolen property. He had the information sent to Rigger and commanded him to begin his mission.

Rigger was more than happy. He took off in the Sky Jumper, towards the new land of the Equestrians. Revenge would be sweet.

...

To Be Continued...

Chapter 5

MLP: Love and War

His name, Blackmourn. He stands as the High Commander of Gaea's united Military, ranked over only by two High Priests and two High Priestesses.

He sat back on his command chair, much the say way a certain unicorn named Lyra was famous for.

"Report."

"We have arrived at Canterlot."

"Then why haven't we docked?"

"There's a High Priest sky ship docked, the Divine Wing."

Blackmourn scowled. "She's here? Ugh... Fine. I will go see her, assuming she's not in a bad mood." He rose from his chair. "Shadow Mane, you have the bridge." He then left.

...

The small jumper landed on the landing dock and the black armoured Earth pony disembarked. He was met by two members of the Holy Guard. Sure, he 'technically' outranked the pair, but he knew better than to mess with them.

"I am here to see High Priestess Brier Rose."

"And she wishes to see you." One of the guard spoke. "This way."

...

Blackmourn knelt and bowed before the rose colored pony that stood on the utmost remaining floor of the castle. Her back was to him, but she spoke.

"Blackmourn. Such a pleasure to see you again. The invasion is doing well?"

"Very well, aside from a few minor incidents here and there."

"Incidents? Tell me about these... incidents."

"Some thieves managed to sneak aboard the Dreadnought. The made away with a number of power crystals."

"You call that minor?" She spun and hoofed him in the face.

He didn't flinch from the blow, even though it had hurt. "We have tracked their whereabouts. We are here to resupply and give chase."

"Whatever for?"

"Not only are they thieves... but they are the ones who assassinated High Priestess Topaz Star."

"Oh? Now this sounds interesting. Stand by my side and tell me about these assassins. I hear they also made off with her own personal sky ship."

"Yes. They have, and they have defiled it by repainting it and adding weapons."

Brier Rose chuckled lightly. "Is that all? They assassinate my greatest rival, take her property and steal a few power crystals. Do you think this is reason enough to risk travel over the sea to find them?"

Blackmourn nodded. "There is more."

"More? This seems less and less like some minor incidents."

"They have stolen the sword you had gifted me upon my promotion to High Commander."

"Now that is serious. I hear you used that very sword to slay the Dark Goddess, Celestia."

He nodded again. "As well as her younger sister, the Goddess of the Night, Princess Luna."

"Such fine work. Worry not, I will commission a new sword for you. I can't have my High Commander using a common soldier's sword." She eyes the weapon at his side. "This new one will be a magical weapon, enchanted by Unicorn magic."

Blackmourn winced. "Unicorn magic?"

"Oh, not by unicorns. I would never think to allow them to use magic." Brier Rose turned to face Blackmourn. "The horns from powerful Unicorns we have captured will be used in the creation of your new weapon."

Blackmourn looked a little surprised. "We have finally mastered the technique to do that?"

"Yes, my own personal smiths and alchemists have done so. Not only that, but under my command, they have created a new tool, something we High Priests and Priestesses only deserve." From under her cloak emerged a pair of slender metal wings.

"Wings? But... The power of flight belongs only to the Goddesses, not counting our Sky Ships."

"Come now. The Goddesses have been slain by your own hoof. We are now the most powerful in all the lands. We will transcend our mortality and become the new Gods and Goddesses." She folded her wings.

Blackmourn had seen the straps that held the wings in place. (This power is truly not yours High Priestess. It is no different than our sky ships.) "I understand. I pray for the day you ascend to godhood." He bowed and kissed her hoof.

"I will have the Divine Wing moved so you may resupply. In the meantime, come. I wish for your company tonight." She turned and brushed her tail under his chin.

...

Shadow Mane sighed as the Dreadnought finally docked. He had received his orders.

"It'll only take a couple hours to resupply... Why is he spending the night here in this place?"

One of the pilots looked over her shoulder. "Beg your pardon sir? I heard High Commander Blackmourn was to entertain High Priestess Brier Rose tonight."

Shadow Mane's features darkened. (I used to be her favorite.. Damn him for being endowed larger than myself... and being better looking, a better fighter... Ugh... I hate him so much... and I just HAD to be assigned to serve under him... This should have been my command, but NOOO.)

"Commander?"

"What?"

"Time for shift change." She smiled at him coyly.

"Very well." he grinned. "I don't need to be on bridge at this time." He walked past her. "Meet me in my quarters once shift change is done."

...

Twilight Sparkle re-adjusted how she was laying on the bed. She was now five months into her pregnancy, and showing it.

Dawn walked into the bedroom of their home. "Good morning love." His coat was nice and clean from a recent bath.

Twilight smiled at her beloved. "How was it?"

"Well... I took the whole engine apart, cleaned and re-greased everything that needed it, and re-assembled it. Captain Diane took her for a short flight and it was running better than ever."

"I'm glad to hear that." She patted the bed. "Come lay with me a bit."

Dawn crawled onto the bed and snuggled with Twilight. "How are you feeling?" He rested a hoof on her belly.

"I'm fine. A little difficult to get comfortable at times, but I'm fine."

Dawn nibbled on one of her ears. "I'm glad to hear that."

"That tickles." She giggled.

They then heard the Twilight Dawn's return as it landed at its personal dock.

"Diane and Surprise are back." Spike said as he walked through the open door.

"That was quick." Dawn raised an eye. "Did it look like there were any problems?"

"Didn't see any. I was just outside when they docked."

Twilight nudged Dawn. "Go. I know you're dying to check out that engine."

"I'll go only if I hear there's any problems. It sounded like it was running very smoothly."

Twilight smiled and rested her head against Dawn. "That makes me happy to hear that."

Spike blushed. "I... I think I'll go say hello to Diane and Surprise."

...

Diane patted Surprise on the shoulder "Your very first landing. You pulled it off perfectly."

"I have a great teacher." She beamed a smile. "I kinda wish we could make another sky ship though. I'd love to race you."

"Do NOT mention that idea to your father. He'd jump on that idea right away... and tear this ship apart in the process to learn how to make another one."

"That's not a bad idea... making a new one I mean, but I don't want to see the Twilight Dawn damaged. Too bad we couldn't just go steal another one."

Diane grinned. "Who says we can't?"

"The Gaeans?" Surprise replied. "I bet they'd have plenty to say about that, and none of it very nice at all."

"True, true." Diane smirked as she watched two ponies moor the craft. "So... wanna join the pool? We're all taking bets on what your little sibling is going to be."

"Um... I just want my brother or sister to be healthy and cute. I don't care what gender it is." Surprise smiled.

Diane then spotted Spike.

"Permission to board." He called out.

"You never have to ask for permission." Diane beamed at the brave little dragon.

He boarded and walked over to the helm where the two ponies were. "Twilight is really showing. She's not even half way there yet... six more months..." He sighed.

Surprise hugged Spike. "What's bothering you, little brother?"

"Hey, we're not even related." Spike blushed.

"I know, I know. But I've heard you in your sleep. Mommy Twilight. That's so cute."

Spike REALLY blushed and tried to speak, but could only stammer incoherently.

Surprise and Diane giggle at Spike's expense.

...

Rarity looked out her window at the growing town. She looked over some reports and frowned.

Not even a third of Equestria's population had reached the new land. Even worse, less than a quarter of the Pegasai had made it. She had spoken with their current leaders and learned that the Prince had not made it, an injury he acquired during the escape had finally claimed him.

She knew Fluttershy would be at the funeral, up in their new cloud city they were building.

So may Unicorns had been killed or captured as well... with under a third of them having escaped, her own mother and father among the missing or dead.

The largest percentage to escape... The earth ponies. Over half the population of the refugees consisted of the sturdy earth ponies.

In total, there was about 6,500 ponies... out of what had once been a population of over 20,000.

Rarity wiped away her tears and looked over at Sweetie Belle. She was just sitting in front of the window, staring out at the sea.

"Sis?"

"Yes Sweetie Belle?"

"Why did the bad ponies take mommy and daddy away?" The coat under her eyes was stained by tears.

Rarity rose and came over, giving her little sister a hug. "All we can hope for is that they are still alright and that we will see them someday. We still have each other after all." Rarity felt the tears in her own eyes. She too really missed her parents. (Someday...)

...

Applejack pulled the covers over the newest member of their family, Scootaloo. The poor thing was just miserable with the loss of her parents. Applejack had gone so far as to send message to all the other new settlements that were being built along the coast, as well as the new Pegasus city.

All responses she had received had been negative.

"Applejack?" Apple Bloom entered the room she was sharing with Scootaloo.

"Yes Sugarcube?"

"Can we talk?"

"Ah course." She followed her little sister into the small living room and sat down with her. "What's bothering you?"

"It's just that... Scootaloo... She's hurtin' so much. Ain't there anythin' we can do for her?"

Applejack shook her head. "Ah done all Ah can. We ain't heard nothin' bout her folks." She looked back at the bedroom. "All we can do is be her new family."

Apple Bloom hugged Applejack. "Ah best be gettin' to bed. G'nite." She then headed off to bed.

The orange and blond mare frowned. She was about to go to bed when there was a knock at the door. "Who the hay could that be at this hour?" She walked over and opened the door.

"Special delivery." Ditzy Doo, still delivering mail as though nothing had happened.

"Thank you." She accepted the letter. "How's Dinky doin?"

"My little Muffin is really sad that so many of her friends are gone." The odd eyed mare frowned. "But I think she's going to be ok. She's such a little sweetie, and so brave."

Applejack smiled. "We have some fresh muffins. Wanna come in an rest ya wings for a bit?"

"Muffins?" Her eyes lit up and she trotted in.

...

"SCOOTALOO!" Applejack rushed into the bedroom, startling the young filly awake.

"A... Applejack?"

"Whatcha' hollerin for?" Apple Bloom rolled over and cracked her eyes open.

"Scootaloo! Your parents... They've been found."

Scootaloo's eyes went wide. "Th... they have?"

"A new ship landed in the town just to the south. They were on it." Applejack smiled brightly. "Ah wanted to tell ya right away las' night, but Ah thought ya'd be needing your rest for the trip today."

"We... We're going to see my mom and dad?" Scootaloo was up and out of bed, as was an equally excited Apple Bloom.

"Get ready an we'll be off after breakfast." Applejack was so glad. Finally some good news... Now only if Rarity and Sweetie Belle could be so fortunate.

...

The news of the new ship had spread like wildfire, bringing hope to everypony in many settlements up and down the coast.

The small town had to refuse letting everypony through the gates and requested they wait in the pastures outside the walls. Other ponies from town started by finding the names of the ponies who had arrived, and then searching through the waiting ponies to find families, friends and loved ones.

In total, thirty four ponies had arrived.

Scootaloo was prancing excitedly as she waited for her parents to appear.

And when she finally saw them, her heart sunk.

The bandages on their sides... They were without wings.

But still, she rushed over to them and gave them huge hugs, tears of joy pouring from her eyes.

Applejack and Apple Bloom walked over. "Ah so glad y'all made it. How'd y'all escape?"

"It was a miracle.." Scootaloo's father spoke. "A single pony, a Pegasus, he came out of nowhere and fought off over a hundred soldiers." He patted Scootaloo's head as she leaned against him, hugging him. "He helped us escape and showed us to the ship. There were sixty of us who escaped... but without our wings..." He looked at the fresh bandages. "They cut all our wings off and were experimenting on us."

"Land sakes... but... only half of ya made it?"

"We were the lucky ones... We lived on the ground with you wonderful Earth ponies and Unicorns. We only survived because we were able to fight off our depression, thinking only of the day that we may find our families and friends again. The others... the depression took most of them, and a few died from injuries or side effects from the experiments."

Scootaloo looked up at her father. "Why would they do such a thing? Who was the Pegasus that saved you? Was she blue with rainbow mane and hair?"

"No, he was a silver coated Pegasus stallion. He gave us the ship and told us to find our families." He smiled at Scootaloo. "I guess we'll just have to live as we always have, without the weekend flights."

Scootaloo looked at her mother. Oh how she had loved to fly, and even though she was smiling, she looked so sad.

"Mom?"

"I... I'll be ok Scoots. We have you, and you're safe." She looked too Applejack. "They're still experimenting on Pegasai they've captured. Unicorns also. Something about creating new weapons."

"New weapons?" Applejack frowned. "Ah gotta get this information to ma friends. If there's any chance ta save em, we gotta try." She smiled at Scootaloo's parents. "Y'all welcome to stay with us till ya get yerselves settled."

"Mom? Dad? Did that Pegasus who saved you come with you? I wanna thank him."

"I'm sorry sweetheart. He stayed behind. He said he had more lives to save."

"But why Mom? He's a hero. What was his name?"

"He never said, but his coat was silver, and his mane gold. He had a golden and white lightening bolt for his cutie mark, and he was so brave and strong, just like Applejack." She smiled at Applejack, who blushed a little at the praise.

"Ah ain't as brave or as strong as Ah'd like to be." Applejack countered. "Sounds like we got a wonderful friend on th' other side ah the sea." She looked out over the sea and hoped this mysterious Pegasus would be alright.

...

Starlight Bolt looked out over the prison encampment and research labs in the valley below. He sighed, knowing that in this horrid place, many Unicorns were being mutilated, their horns cut off or downright ripped out of their skulls.

He had learned that they were using these horns to create magical weapons. This was something that made his stomach turn.

His silver coat was dull with dust, his golden mane plastered to his side from sweat. His tail, a little singed on the end, and a tangled mess.

He was covered in light cuts and bore scars from his many fights.

Starlight sighed and limped forward. He had to risk it all if he wanted to save the lives of even a few more before he died. He could feel the poison coursing through his veins, the pain nothing compared to the anguish he knew all the others were going through.

He had no idea how he had survived this long with the Wingweed poison in him. Sure, he could no longer fly, and clouds were no longer a place for him to hide.

But a week... a whole week he had survived so far, fighting for the sakes of all others. He would sooner give his life in hopes that others may escape to the new land he had heard about. This poison would not take his life.

...

It had not taken long after Applejack's return for the Twilight Dawn to be flying as fast as it normally could over the sea.

Twilight had been adamant about coming. She would never give up. She knew the dangers, but the moment she heard about this brave Pegasai, she knew they had to help him, that there was at least some small chance that more lives could be saved.

"How much longer till we arrive?" Rarity asked.

"My star charts tell me we should be over land in a couple hours." She looked up at the night sky. This month had been hard on her, considering her condition, but she refused to let it stop her from trying to save lives.

They approached the southernmost coast of Equestria, where they had heard this Pegasus had been mostly active.

It seemed that this region had been mainly turned into a lot of prisons and research stations. Twilight just hoped that they would find this brave pony.

...

Starlight leaned against a wall, blood dripping from his mouth. He had managed to free at least thirty unicorns, as well as five who still had their horns. They had vanished into the hills.

But he was not with them. He still had to find some way to destroy this place, as he had four others.

But this time, they had, for the most part, been ready for him.

He was glad that their sleeping poison didn't effect him for some reason. The Wingweed on the other hand, was starting to make his vision blur.

Starlight shook his head, hearing a large group of soldiers closing on his position. He stood up and moved. (This time... I guess I won't get the job done so easily...)

"He went this way." A soldier called out, following the freshly spilled blood.

Lots of soldiers followed him, and they finally caught up to the slowly limping Pegasus In moments, they had him surrounded.

"Give up, we have you surrounded."

Starlight took a quick count. "Only twenty nine of you? I must apologize, but do you think you're enough? I've defeated larger numbers than this." He reared up on his hind hooves, a pair of steel leg blades springing forth.

"Take him down." And all the soldiers took aim with their dart launchers.

"Sleeping poison? I'm immune to that." He grinned, standing ready, even though his battered body really just wanted to lay down, close his eyes and sleep one last time.

"FIRE!"

Twenty nine darts flew with blinding speed at their target.

But they were somehow all deflected by some invisible barrier.

Before they had even a moment to think what had happened, a white and gray sky ship seemed to appear out of thin air, a row of four cannons locked on them. From the deck, a purple unicorn called down. "Drops your weapons or we will be forced to open fire. These guns are loaded and aimed right at all of you."

"If you fire, you'll kill the Pegasus as well." The lead soldier laughed. "Then what will you do?"

A white unicorn stepped into view. "Dear me, have you not noticed? He is shielded by my magic. He hasn't even receive a scratch, but you on the other hoof. I wonder if they'll be able to identify you from what few parts might remain."

The soldiers all looked at each other and lowered their weapons.

In that moment, a yellow and pink streak flew down and scooped the injured Pegasus up. Not a moment later, she landed on the deck of the ship, her passenger collapsing.

"Captain, time to leave."

"W... wait..." Starlight gasped. "We... have to... destroy the main building... destroy their research."

"You heard him." Twilight commanded. "Take out that building."

The cannons roared, the cannonballs slamming into the building and exploding. Diane spun the ship around and another barrage was fired, reducing the structure to a burning heap of rubble.

Then the sky ship faded away into nothing.

...

Starlight Bolt had passed in and out of consciousness for what felt like forever. Each time he opened his eyes, even if for a moment, a beautiful butter yellow Pegasus mare was there.

He had no idea how long he had been under hear care, but finally he opened his eyes, and they stayed open.

He was not in agonizing pain anymore. He was not burning up at all. He was still sore, and quite stiff. He looked over, and there she was, the beautiful Pegasus who had snatched him from certain death, not that he wouldn't have taken at least a few of the soldiers with him.

"Oh, you're awake." She used a ladle to scoop water from a pail, then held it to his lips.

Starlight sipped at the delicious water. "Thank you."

"How are you feeling?"

"Very well, thank you. My name is Starlight Bolt. May I have the pleasure and honor of your name?"

She blushed, looking shy, but she spoke in the sweetest and softest voice he had ever heard. "Fluttershy."

"Fluttershy. A pretty name." He then saw her blue/silver wing and gasped. "Wh... what is that?"

"Oh, this?" She stretched the wing.

Starlight looked the wing over. It was not held to her body by straps, like those he had seen in research labs. The feathers were not made from Pegasus feathers, but looked like they were made out of the same metal. It seemed to emerge from her shoulder, and almost looked like it had grown naturally from her.

"This is a magical wing my friends and the Princesses made for me." She smiled and folded the wing back.

"Amazing." He tried to sit up, and with Fluttershy's help, did so. He suddenly became aware this room was rocking slightly. "Where are we?"

"Aboard the Twilight Dawn." She smiled. "Do you want to get up and stretch your legs? I'm sure the others would be glad to see you're feeling better."

"Please, lead the way dear Fluttershy." He bowed and followed the blushing mare.

Up on deck, he felt the wind flowing through his mane, and he relished it. "Ah, to feel the wind like this." He looked around, and indeed this was a sky ship, but not like any he had ever seen before. "Amazing."

"Welcome aboard the Twilight Dawn." A pink pony waved from her position at the helm. "I'm Captain Diane." She pointed to a white and blond pony. "That's Surprise. We were flying the ship and firing the cannons last time you saw any of us."

"You were really in bad shape when we saved you." A familiar lavender mare spoke, standing next to a large, white Earth Pony with black mane and tail. "I was able to remove the poisons that were in you. You were burning up really badly too."

"You... removed Wingweed poison from me? I thought magic didn't work on it?"

The only other stallion on the ship spoke. "Twilight is especially talented with magic, that, and she's cured another Pegasus from the poison before."

"I see..."

"How long did you have that poison in you?" Twilight asked. "It took me three days to remove it all. I thought we were going to loose you for certain."

"Three days? I see, then I was hit by a dart with that poison a week before you rescued me."

"A WEEK" Everypony gasped.

Starlight looked around, realizing there were even more present, as well as a young dragon.

"Yes. I've always had a high tolerance for toxins." He smiled and bowed. "Permit me to introduce myself to my saviors. I am Starlight Bolt."

"Starlight?" Twilight gasped, recognizing the name from from stories Dash had told her. "Then you know Rainbow Dash."

"My big sister? Ah, well, half sister on our father's side. You know her? How is she? Have you seen her?"

"Ah sorry sugar.. But Rainbow Dash is dead."

Starlight looked shocked. "H... how?"

"She died valiantly in defense of Cloudsdale." A white unicorn replied.

"I... I was there during the fall of clouds dale. Wait... the Sonic Rainbooms, those really were her?" Starlight smiled. "She's always been the most loyal pony I've ever known, willing to risk her life for her friends and family." He then paused. "Wait... the one I saw there had a striking resemblance to my sister, but, there's no way that pony could have been her. It was an Alicorn, and I heard her name, Princess Rainbolt."

"Um... Everypony? May I tell Starlight Bolt the story?" Fluttershy was still blushing a little.

"Yes, of course." Twilight smiled. Their shy little Fluttershy was coming out of her shell.

...

"Rainbow Dash... became a Princess just like Princess Celestia and Princess Luna? How? It sounds so amazing."

"We think it's because she somehow survived the Wingweed poison. Her fever nearly killed her, but she transformed." Fluttershy said before pulling the blanket back over the still injured Pegasus "Oh, and because you survived the poison, you'll be immune to it from now on."

"That's some really good news. I really do not want to go through that again." He looked up at the ceiling "What are we going to do now? Are you planning on taking me back to the new land I've heard about? If so, I'll be getting off now. I have to try to save as many of my country folk as I can."

"No, we're not going back just yet." Twilight said as she entered the room.

It was just now that Starlight noticed. "You... you're pregnant? What are you doing coming here? Equestria is a very dangerous place. More-so for Unicorns and Pegasai."

"I'm aware of my condition, thank you. As for why I am here, I believe we stand a better chance of saving lives working together than by working on our own."

Starlight smiled. "You're right, of course. I have been fighting by myself for so long. I had allies and friends fighting alongside me, but one by one... they were either captured and taken away, or killed in battle." He sighed. "So, Lady Twilight. What do I have to do to get a bite to eat around here? If I can get my strength back, I'm sure I'll be of some use in this venture."

...

Fluttershy climbed up on deck and stretched her wings, catching the wind just enough for her to lift a few inches off the deck. She closed her eyes and just glided.

To any on the ship, it was a strange sight. It looked like she was simply suspended motionless in the air.

Starlight emerged to this sight, and could only stare in awe. As soon as he realized he was staring, he smiled and walked next to her, and stretched his wings as well.

He felt his hooves lift off the deck, and he glided next to her.

Fluttershy glanced at him and smiled. "You look like you are feeling better."

"Indeed. Lady Rarity and Lady Twilight are certainly gifted with healing magic."

"Not as gifted as Twilight dear, but I do what I can." Rarity smiled from her position off to the side. "You two just look darling gliding next to each other."

Fluttershy blushed and leaned sideways slightly, and she promptly glided off the side of the ship.

Applejack peeked over the side and saw Fluttershy flapping her wings, and in moments she landed back on deck. "Ya okay sugar?"

"Um.. yes." She blushed and glanced at Starlight as he gently settled back on the deck.

He walked over and smiled. He didn't say anything before he rushed to the railing. "Oh no... A Destroyer below us."

Diane laughed. "I know. Isn't it great?"

"Great? Do you know how many towns those things have destroyed?"

Diane was still grinning. "That's why we're going to take it out. Ready Rarity?"

"Always." Her horn started glowing, but nothing seemed to happen.

"Y'all might wanna hang onto somethin."

He didn't ask why, but grabbed the railing. A moment later, he felt like he was free-falling "What are you doing?" He cried out.

"Taking aim." Applejack was grinning as well.

On the other side of the deck, next to Rarity, a young blond mare was free-falling, not holding onto anything. From the look on her face, she was having fun.

Then the Twilight Dawn started to level out, and she touched back down on the deck.

"FIRE!" The stallion named Dawn Glimmer yelled.

Applejack and Surprise kicked at some hooks on the side of the railing, releasing something.

Starlight looked over the railing and watched as two metal spikes plummeted toward the ship.

They hit the balloon perfectly, ripping small holes through it, as well as slamming into the deck.

"What good will little holes like that do?" He said moments before those spikes explodes. The balloon was ripped to pieces, and the ship itself was split in half.

Starlight's eyes were as wide as dinner plates

"Perfect shot." Diane grinned.

"Next time, warn us before you do something like that." The small dragon whined. "I still have a few years before my wings start to grow in."

"Amazing." Starlight was VERY impressed. This was the second time ever that he had seen one of those sky ships get destroyed.

"It's not over yet." Dawn warned. "I can see IT." He pointed north.

Everypony looked, and many went pale.

"That... that's the Dreadnought." Starlight stood firm. "You're not thinking of attacking it... are you?"

"Well... duh. Of course not. Even our spike bombs can't pierce the balloon armor That thing is indestructible"

"From the outside." Applejack grinned.

"Wait... are you seriously thinking of trying to land on that thing?"

"No way. The Twilight Dawn may be a lot smaller, but it's still to big to land on it." Diane replied, looking like she was about to try something crazy.

Twilight sighed. "Okay, all of you know the plan. Starlight, you have to come below deck with me. You're still not healed enough to fight."

"I have fought while in far worse condition."

Twilight poked him in the ribs and he collapsed, nearly crying in pain. "You were saying?" She deadpanned.

"You win..." He crawled below deck with Twilight.

...

"Sir, we have spotted the enemy sky ship."

"Again?" Blackmourn grinned. "Excellent. Give chase."

...

"Here they come." Diane started to ascend higher and higher.

"DIANE! HARD RIGHT!" Dawn warned.

Diane did so and watched as the Dreadnought shot past.

"Wh... What the?" She looked too see a familiar wing design emerging from the massive ship. "No way! They stole our trick." She spun the wheel and tried to come about before they could be lined up by the huge battery of cannons on the ship.

Skill and luck was with her as she neatly skidded the ship sideways along the top of the Dreadnought's armored balloon "NOW!"

Dawn, Applejack, Surprise, Rarity and Fluttershy jumped from the side of the ship and onto the balloon She then spun the wheel the opposite way and kicked a lever, taking the ship into another dive, below, behind and away from the Dreadnought.

...

Twilight simply sat on the bed, her horn glowing gently, keeping everything in the ship from flying everywhere.

"Um... does your Captain know what she's doing?" Starlight was clinging tightly to the bedpost.

"She's the best pilot I know of, and Surprise is the second best." Twilight said as she looked into a trio of mirrors.

"Lady Twilight, beg your pardon, but is this really the time to be admiring yourself?"

"No, it is not. I'm using these mirrors as a focus to watch my friends. They're going to try to blow up the engine and the bomb bay. That should at the very least disable them."

Starlight relaxed his grip, realizing that no matter how the ship seemed to weave, spin, or even (somehow) go upside down, his hooves remained on the floor. "I must say, you ARE the most skilled unicorn I have ever met."

"Thank you." She smiled. "Wonderful, they all made it onto the ship."

Starlight peeked over her shoulder. All he could see was his and Twilight's reflections, but her eyes were closed.

(I better not disturb her.) He decided to just lay on a rug on the floor and wait.

...

Getting onto the Dreadnought had been the easy part. Staying on the ship was another matter entirely.

Had it not been for ropes with hooks on one end, they would have simply slid off the side and plummeted to their dooms. Well, Rarity might have been able to save herself with her shield spells and Fluttershy, they didn't have to worry about her at all.

...

"They HIT us?" Blackmourn scowled. "Did we at least damage them?" he looked behind the Dreadnought, over the railing.

The enemy ship was not in peaces, or smoking. It didn't look damaged at all.

"Curse their luck... Or is their pilot so skilled that they could perform such an evasive maneuver?" He looked down at one of the pilots, who was currently sweating bullets. "Well? What are you waiting for? Turn this beast around so we can at least fire our cannons... Hmm, next upgrade, rear facing cannons..." He looked at the spinning propeller blade and sighed. "Maybe not..."

...

The infiltration team slid down the length of rope, swung down and onto the main deck, spread out from each other.

Applejack looked around and realized she was on the bridge deck. "Ah snap." Applejack cringed as the black armored pony from before turned to face her.

"Well well, what do we have here?" He actually smiled. "You sure got me last time we crossed paths. You certainly are one remarkable mare."

"Why thank ya." Applejack knew she was in trouble as over thirty soldiers rushed up and surrounded her.

"Hold your weapons."

"High Commander? This is an intruder, and there are more spread out over the main deck."

"You deal with the others. I wish to tend to the lady here on my own."

"Y... Yes sir."

Applejack watched as they retreated to cause grief for her friends. She turned to face the High Commander as he descended the stairs. "I welcome you once again to the Dreadnought. My name is Blackmourn, High Commander of the Gaean Military. Hmm, I guess rank means little in this situation."

"Whatcha mean by that?"

"I mean, surrender, and we will not blow that nice sky ship of yours out of the sky. You are spirited, and I honestly have been unable to think of any mare as beautiful as you."

"Now listen here ya varmint, I ain't interested in no smalltalk." She drew her sword, the very one she had stolen from the pony she now faced.

"That weapon, truly beautiful. It pales in comparison to your own." He then drew his own blade. A glowing blade crafted from a black metal.

They then rushed each other and the fight was on.

Blackmourn was by far the more skilled with the sword, much to Applejack's dismay. She hissed as the blade nicked her shin, having cut through her steel leg guards like was thin paper.

Applejack spun around, giving Blackmourn a good view of her flank and all she had to offer... namely her steel shod hooves.

He weaved to the side, taking a glancing blow to the side of his face.

(Damn... if that had hit me, my head would have been crushed.) He parried Applejack's sword as her spin came about. Her sword skills were not the greatest, but her hoof to hoof fighting skills was quite impressive.

She would lash out with her forehooves, then spin and come in with a rear buck, finishing off the pattern with a sword slash.

(That's her pattern... And with some good speed and balance, and more power than I could imagine in a beautiful mare like her. Unfortunately, as much as I wish to make her mine, I realize she would be too dangerous.)

He waited for her to start her attack pattern again after trading sword blows. He was just playing with her now. As she started her rear buck, he ducked low and kicked off the wall behind him. He slid under her and slashed.

Applejack didn't feel a thing, even as she finished her spin. She looked around and wondered how the hay he had gotten behind her. Then she felt it.

Pain erupted from her right foreleg as it fell clean off, severed just below the shoulder.

She screamed in pain, dropping her weapon.

"Come how." Blackmourn sheathed his blade and stepped back. "You certainly can't be defeated by a cut."

C...Cut my ass." She swore though gritted teeth. "Y'all c... cut mah leg off." Tears streamed from her eyes and she grabbed her sword again.

"Hmm, yes, and now you just look wrong. Out of balance." He grinned and jumped forward. He landed right in front of the startled Applejack and weaved sideways, his blade coming out again.

Again he jumped back and sheathed his weapon.

Applejack stepped back, then fell on her face. Her other foreleg had been cleanly severed this time.

"Now you look uniform... A shame I must now cut your head off before I deal with the rest of your bothersome friends. If things had been different, I could have showed you my love." He approached her, drawing his blade and raising it high.

...

Rarity was lucky she had cloaked herself, evading notice. She noticed that Dawn had landed right in front of the doors to the Engine room and felt relieved

Even as she spread her disks, creating the illusion of fire erupting on the decks, she spotted Surprise already engaging the enemy soldiers.

She couldn't help but admire the young one's skill and flair. She fought like she was an army of her own with just her leg blades and dart launcher.

Soldiers were panicking at the sight of the flames, running around trying to put them out.

She took advantage of this to head toward Dawn.

Before she got close, she spotted nearly thirty soldiers coming down off the upper bridge deck.

This was not good, as they were all heading toward Dawn.

Dropping the flame illusion, she launched her disks into the oncoming soldiers, cutting down five before they even realized they were under attack.

She then realized that half of the remaining soldiers were closing in on her.

Her invisibility had failed, leaving her exposed.

Dawn turned and charged right into the fray, his hooves suddenly glowing as he lashed out with a kick that nearly ripped a solder in half. He moved with almost blinding speed as he fought.

Rarity countered by creating four illusions of herself and pressed her razor disk attacks.

But there were too many, even as her illusions were cut down by dart fire.

She felt a few stings on her side, neck and flank. She gasped as everything went dark.

Dawn couldn't reach Rarity, too many soldiers were coming from below deck for him to handle.

He and Surprise were backed against the wall, surrounded by more soldiers than they could easily count.

"I... I'm sorry Daddy..."

"It's alright sweetheart" He stepped in front of her and reared up to his full height, towering over most of the soldiers. He then brought his glowing hooves down onto the deck with all his might.

The deck-boards splintered and the entire ship shook as though it had been hit by cannon fire Many soldiers were knocked clean off their hooves, while the rest were forced to brace from the impact.

Surprise took this moment to make a rush for the engine room doors. She hoped she could make it in time to plant a bomb to two.

Dawn rose again, his eyes starting to glow as well, his strait mane and tail flailing about like it were made of black fire.

The lavender six point star on his forehead was blazing brightly as he slammed the deck again.

...

Blackmourn staggered and was forced to keep his balance. (What was that? Are they firing at us?) He looked around, but the smaller craft was still out of range. Their cannons were not smoking. (If they didn't fire at us... what happened?)

...

Spike grinned as he rested the long barrel of a new weapon on the railing and took aim through the scope. "I really hope this thing works like it should..." He glanced at Diane. "Can you get us a little closer? I can't hit any of them from here."

"Sorry Spike. No can do. Any closer and we're in range of their guns." Diane called out as she pressed the red button, a very Pinkie Pie grin crossing her face. "I have an idea though."

Spike was glad he was wearing a harness at the moment. He grinned as the Twilight Dawn accelerated rapidly, gaining altitude.

"Keep aiming and get ready to fire. This is going to be the most awesome move ever." As she flew over top the Dreadnought, the Twilight Dawn flipped upside down and descended, bringing the deck into view.

Spike was feeling dizzy from this insane maneuver, but kept himself in check. He took aim at the upside down enemy deck and opened fire. The powerful dragon-fire propelled round, created to pierce through armor with its steel jacket, cut down three soldiers with one shot, and injuring a fourth.

Then the Twilight Dawn dropped below the much bulkier Dreadnought and out of sight. A moment later the ship righted itself, but was swaying uncomfortably.

"Please don't EVER do that again." Spike yelled, then felt his earlier meal coming up. Thankfully he was already right by the railing. "BLARG!"

...

Blackmourn steadied himself after the ship shook a second time. He had watched the upside down ship come into view for only moments while a sniper had opened fire with some strange weapon. And in moments it had dropped out of view again.

He gritted his teeth, biting hard onto his sword grip. How could they fight such a fast craft with an insane pilot? Sky ships were NOT meant to go upside down for any reason, nor were they even designed to do so.

He turned his attention back to Applejack and rose high, ready to bring his sword down for the final strike.

Then he saw it, a glint of blue shining in the sunlight. He looked up in time to see a small yellow Pegasus. On her right shoulder was a strange looking launcher, and an even smaller bunny with an oddly green glowing eye.

"YOU HURT APPLEJACK!" She screamed, tears in her eyes.

He could have sworn the bunny flipped him the bird before pulling the trigger.

He was far too surprised to avoid the shell that impacted into his chest. It exploded with some really sticky substance, pinning him to the deck.

The Pegasus, with that strange, beautiful blue wing approached, her soft green eyes not looking so kind at the moment.

"You hurt Applejack. I should forgive you and give you the chance to make up for what you have done... but... but I know some can never ever be good." He stood over him how, her metal wing spread wide.

He dropped his sword. "Wait... I... I'll be good. I'll let you all go."

"NOT. GOOD. ENOUGH." And the wing came down.

...

Shadow Mane watched through he window of his quarters. That little Pegasus mare... she had just beheaded his superior... and his most hated rival... with her WING of all things. These Pegasai were insane.

"Thank you little one. You've just done me a great favor" He said to himself, grinning. "I just got promoted to High Commander." He was so happy that he could dance.

Then the entire ship rocked and he slammed hard against the wall. He was knocked unconscious.

...

Dawn had been thrown against the railing when the explosion had happened. He looked and saw the smoke billowing out of the engine room.

"SURPRISE!" He cried.

"Don't worry Daddy." She popped up from behind a pile of stunned soldiers. "I set a bomb and got out of there.

Dawn smiled back at her. "You are just amazing, you know that?"

"You really think so Daddy?"

"Yes. Let's get out of here. Gotta find the others first."

"I think Applejack is up on the bridge, and I think I saw Fluttershy head up there as well."

"Okay, what about Rarity?"

"I... I don't know. I saw her earlier, but you know how she can vanish. Let's go check on Applejack and Fluttershy."

They charged up the stairs and saw the blood-splattered Fluttershy, standing over the beheaded High Commander.

Then they saw Applejack, covered in blood, her own blood. She looked to be unconscious, still tightly gripping her sword.

Surprise headed for Fluttershy while Dawn went to try to help Applejack.

"Fluttershy... the Dreadnought's going down. We have to get out of here."

She shook her head and seemed to come around. "Surprise?" She then saw the smoke and could feel the ship was starting to descend rapidly. "Oh no... Applejack!" She spun around to see Dawn hauling her onto his back.

"We have to go NOW!" He yelled. They looked toward the back of the ship. The massive blades that propelled it forward were not spinning any longer. They took a gamble and ran, jumping from the ship.

As they had hoped, the Twilight Dawn appeared along side of them, diving at the same speed. It maneuvered and scooped them onto the deck before pulling up and then away.

Surprise shook her head and jumped to her hooves. "Rarity? Where are you Rarity?"

...

"So..." Shadow Mane stood over the now chained unicorn. "You thought you could destroy the Dreadnought? She's equipped with backup engines for just such an emergency." He grinned. "I've heard about your impressive magic, and I think I will be making use of it. You belong to me now."

Rarity would have had a few choice things to say, but she was still drugged by quite a few sleeping poison darts.

...

"We have to go back for her." Surprise cried.

"I agree..." Twilight said as she used her magic to bind Applejack's horrible injuries. She would never walk again... "But... Applejack is in dire need of healing..."

Dawn had managed to pry the sword from her teeth and place it back in its sheath. He looked at Applejack, then at Fluttershy who was crying. He looked at her wing and something came to mind.

"We can still rescue Rarity."

"How? There's too many soldiers on that ship." Surprise, though she had done very well in the fight, had been cut up quite a bit and was covered in bandages.

Dawn was in no better condition.

"Once Twilight has stabilized Applejack, she can heal us up. Our injuries are nothing compared to hers." He looked at his beloved, then at Applejack. The farm mare had been injected with sleeping poison to help her from feeling pain she was most likely in.

Starlight entered the room, still looking green from the insane flight earlier. He saw Fluttershy and approached. Angel Bunny looked up at him, a stern look on his face. Their eyes met a moment, and Angel seemed to calm down.

He lay next to the still blood coated Pegasus "Fluttershy... Applejack will be alright. Twilight is healing her. Let's go get you cleaned up, okay?" His own soft voice seemed to reach Fluttershy. She leaned against him and cried her eyes out.

...

Fluttershy was now asleep in her own quarters, and Applejack was sleeping soundly.

Twilight was exhausted after healing Dawn, Surprise and finishing healing Starlight's wounds.

"I'm totally drained..." She sighed as she lay down on the bed she shared with Dawn."

"You did a wonderful job healing all of us. Rest now. I have to talk with Diane." He kissed her and covered her with a warm blanket before heading up on deck.

Spike was at the front of the ship, keeping a lookout.

Dawn approached Diane. "Diane?"

"Is Applejack going to be alright? Could Twilight heal her legs?" She looked miserable, her own face stained by tears.

"She's healed... but Twilight could not regrow her legs. Maybe if they kept at it for years, but Applejack would never fully recover."

Diane frowned. "What about Rarity? We're effectively down two of our team."

"We might be able to ask Starlight Bolt to help us, meaning we'd be short one, but... no matter what I say... We've been dealt a harsh blow."

"What now?"

"I don't want to abandon Rarity. The Dreadnought has been dealt a crippling blow, but it didn't looked like it was going to crash as we hoped. I think they might have a second engine..."

"Ooh... not good if they do." She looked ahead. "Again I ask... What now?"

"If we can recruit more ponies who can fight, we might be able to mount a rescue and finally bring that monstrous ship down from the sky."

"So... we look for help? Where? Just about everywhere was taken over by Gaea." Diane then glanced north. "Well... maybe the Gryphons. They have a friendship with the Pegasai. Maybe Starlight and Fluttershy can convince them to help us out."

"A great idea. Head for the northern Gryphon Kingdoms, but do not cross their borders... I know nothing about them at all."

"Well, they're half lion and half eagle. They're bigger then us ponies, really fast fliers, and they're really strong too. I met one once."

"Interesting. Anyway, I need to rest. I'm drained. Are you going to be okay?"

"I'm fine. I can go three whole days without sleep if I need too. Get your rest. Surprise can take over for me in the morning so I can get some sleep then. I just hope they're not hurting Rarity..."

...

The screams that were coming from the locked chamber sounded like somepony was being skinned alive.

The soldiers who were standing guard kept wincing at every ear piercing scream.

"What are they doing to that unicorn in there?"

"What are you asking me for? I'm just on guard duty.. for six more hours..."

"We really should invest in earplugs."

"Yes, we really should."

They then spotted their new High Commander, wearing his new armor and carrying the black sword that had once belonged to Blackmourn. They snapped to attention.

He simply walked past and entered the chamber.

The soldiers chanced a glance and saw the blood coated walls. They instantly looked forward, no longer wondering what was happening to the Unicorn prisoner. They simply did not want to know.

Shadow Mane looked at the skinless Unicorn and grinned cruelly "Doctor, how goes it?"

"She is very resilient to the brainwashing and the torture. She had not passed out and refuses to relinquish her will. Of course, the drugs keep her from passing out." He giggled with glee, rubbing his forehooves together.

"I see." He leaned over and looked into Rarity's mortified eyes. "You look so beautiful without skin. I'm almost tempted to leave you like this, but then you would be of no use to me."

"Wh... Why are... you... doing... this?" Rarity growled through gritted teeth.

"Simple. I own you. I can do whatever I want to my property. Your friends flew away, abandoning you. They don't care what happened to you."

"They... care..." She fought back her tears, but they would not stop. The pain was too much.

"No, they don't. They only pretended to care. Why else would they have left you in my gentle care?" He licked her face, savoring the coppery taste of her blood.

"You... are... a... monster..."

He grabbed a mirror and held up up in front of her face.

Rarity's eyes went wide at the horrid sight before her. She screamed in terror, music to the mad doctor's and Shadow Mane's ears.

...

Few words had been said by anypony as the Twilight Dawn approached the border mountains that separated the Gryphon lands and Equestria.

They could see the ruins of a Destroyer sky ship, shattered on the mountains. Not a single body could be seen.

Starlight stood next to Fluttershy and chanced a glance at her.

"Lady Fluttershy? Are you sure you are up to this? Gryphons tend to have a dislike of fear, and see it as a weakness."

"I'm not afraid." She sniffed, fighting back her tears. "I... I'm so worried about Applejack."

"She's still asleep. The medicine and Lady Twilight have done wonders for easing her physical pain... I can't say I know how she'll react when she does wake up."

Fluttershy hung her head. "I... I hope she'll be alright. She's the strongest pony I know."

"Physical strength isn't everything. Anyways, we're at the border. We should go, and pray they accept our request for help."

Fluttershy nodded.

The pair of Pegasai took to the air, leaving the rest behind.

...

"They don't look like those other ponies." A hidden Gryphon spoke ho his female companion.

"They're not. I recognize that yellow Pegasus. She's a friend of a former friend of mine." Gilda snarled. "I should eat her just on those grounds alone... but somehow, I get the feeling her coming here is important. Wait here while I talk to them."

Gilda flew into the sky and blocked the Pegasai's path. "Hello again, coward."

"G... Gilda?" Fluttershy paled slightly, but didn't run or hide behind Starlight.

"Yea. What do you want here?"

"Um... We... We came to ask for your help."

"HAH! My help? Why do you want my help? Is Dashie in trouble or something?"

"No... not that..." Fluttershy looked up and right into Gilda's eyes, taking the Gryphon slightly by surprise. "Rainbow Dash does not need your help. She does not need anypony's help now... She is dead."

Gilda faltered in her hovering for a moment. "Wh...What? No... How?"

"She died defending Cloudsdale."

"Well... she failed then. I flew there after this... thing..." She gestured to the ruins of the sky ship. "Whatever it is, tried to cross the border and started attacking us Gryphon. That could be seen as an act of war."

"It was an act of war." Fluttershy said. She took a calming breath before continuing. "They are from another land. They invaded and conquered all of Equestria."

"Then you ponies were just too soft and weak, Dashie included." She started to turn to leave.

Fluttershy raised her voice. "Their armies outnumber us all. They have those sky ships. They use poison. They want to see all Pegasai dead and all Unicorns magic as theirs." She glared at Gilda. "Rainbow Dash sacrificed her life in the hopes that she could put an end to this war."

She then gestured to the destroyed ship. "Look, they come north. They will not be satisfied with just their land and Equestria. They will come with their ships and their poison and their vast numbers. I already know that the Gryphon population isn't the highest. They will outnumber you and take your lands... and your lives. They believe that they alone should command the skies and possess magic." She pointed to her wing. "Look what this war did to me."

"About your wing... what is that? Looks like..." She paled. "The Wing of the Sky Gods?" She backed away. "How do you possess that ancient artifact? How did you steal it from us?"

"This is not your wing. This one was created for me by my friends and the three Princesses.

"Wait, what? Three? That self righteous Celestia, the night mare Luna... that's two Princesses."

"You did not know about the Princess of Lightening?" Fluttershy asked. "Didn't you know? Rainbow Dash... she became Princess Rainbolt, the Princess of Lightening and the Sky, and she fought to protect Cloudsdale... She sacrificed her life for the Pegasai, the ponies that the Gryphons are friends with." Her eyes softened. "We all miss her, and we always will... Will you let more die just because you're afraid to come to the aid of your neighbor country?"

"I ain't 'fraid of nothing."

"GILDA!" The other Gryphon that was with her came out of hiding and joined her. "You're letting your hot head get the better of you again." He glared at Fluttershy and her escort. "You. Where were you when Cloudsdale was being destroyed?"

"I was helping save the ponies of Ponyville." She looked at this Gryphon. He was larger than Gilda, much more muscle, and looked scary with his claws, beak and eagle eyes.

Still, she did not back away even as he approached. "And who will save you if I decide to eat you?" He reached for Fluttershy.

Starlight was about to leap into action, and Gilda was about to pull him back when the tips of his claws were sliced off.

"My wing does more than allow me to fly. I use it to protect, to help others."

He backed away, clutching his claw. There had been no real injury, only that his claw tips had been sliced so perfectly as to have flat tips.

"I see..." He turned to Gilda. "She seems brave enough. Her companion looked like he was about to attack me to protect her, so he's brave... or just foolish... still. I can respect that. We will bring you to our village. You can speak with our leader about this plea for assistance."

...

The village was built into the inside of a long dead volcano. The up-drafts were perfect for the Gryphons.

Fluttershy followed Gilda, and her friend, Gorin, Starlight following close behind Fluttershy. The small group entered a large chamber, carved from the very mountain itself.

At the far end sat the largest and oldest Gryphon in the village.

"Welcome Pegasai, allies and friends of the Gryphon nation. What brings you here in these troublesome times?"

Fluttershy approached. "I... that is, we, request your aid. Equestria has been invaded by an enemy of greater numbers and greater power. They have killed our Princesses and many of our people. Please, will you help us?"

"Help you? What for? When the frost giants invaded three hundred years ago, it was only the Pegasai who came at our request for aid. Why should we help the ground walkers?"

"Because we are all ponies. Your mountains are impassable by those who cannot fly. There was no way they could have helped. They would have had they been able too."

"You speak truth. I was testing you." He grinned. "Now, explain your wing."

Fluttershy extended her wing. "This is a magic wing. My friends and the Princesses created it to save me. The war... it is terrible. So may Pegasai have either had their wings cut off or been killed. The Earth ponies are slaves, and the Unicorns are having their horns taken from them so the invaders can create magic weapons."

"And how does this concern us?"

"You are aware a large ship was destroyed just within your boarders, correct?"

He snarled. "I am well aware. It took half the village to bring that thing down, and ten were killed in the process. Many more were injured..."

"They have many more of those sky ships, as well as a giant one that is so powerful, it destroyed Canterlot."

"Canterlot is destroyed?" His voice rose in anger. "A single one of those sky ships did that?"

"Yes. It is called the Dreadnought, and is a monster of a machine. It needs to be destroyed, and if that happens, then we can start taking back Equestria."

"And what is in it for us? I somehow doubt you have the authority to speak on behalf of all Equestria."

"I... My friends and I are the only ones who CAN speak for Equestria. All our leaders are dead or missing. Even... Even Prince Blueheart Krynn of the Pegasus. He earned the name Krynn when he aided the Gryphons ten years ago against that attack from the frost giants that survived the war. Surely... you owe it to him to come to our aid."

The elder closed his eyes for a moment. "Your words ring true. Very well. We will aid you in taking down this Dreadnaught. From there, you will have to fight on your own. We must protect our own lands."

Fluttershy folded her wing and bowed. "Thank you." She looked at Gilda, who actually looked surprised. "Thank you Gilda. Oh, and I forgave you long ago. It was a simple mistake."

"Hey now... I mean... um... okay, thanks... But I ain't doing this for the Prince or cause our leader told me too." She glanced at the chuckling Gryphon. "I'm doing this to get vengeance for Rainbow Dash."

The leader raised an eyebrow. "What about Rainbow Dash?"

Gilda sighed. "She died, sacrificed herself so there would be survivors from Cloudsdale."

"She too was a friend to me. Fearless she was, a bit stuck on herself, but a true friend. Then... We will aid you in the destruction of the Dreadnought, and any other sky ships we see from the time we leave our lands and find this accursed ship."

Starlight was impressed. Fluttershy was far braver than himself. He had never spoken to a Gryphon before, mainly because they scared him somewhat.

Then Fluttershy spoke again. "I am only a little bit familiar with the legend concerning your Wing of the Sky God... I was wondering if you could tell me more."

"The Sky God. He was a Pegasus pony... but one unlike any other pony that had ever existed before him or sense. He resembled your Princesses, in that he had both wings and a horn. He was ancient, older than any known legends. It was said that he was born, or more accurately, created more than ten thousand years ago."

Fluttershy gasped. "So old. What happened to him?"

"He ruled the Gryphon till three hundred years ago. He battled against the Frost Giants, wielding the powers only a god can wield, but in the end, he finally fell. His body shattered into pieces."

"And you have one of his wings?"

"Yes. We do. While you have a right wing, we possess his left wing, crafted from the same metal as your wing. I know you have not stolen that one because I had seen it but two days ago in the neighboring village. He is scattered among all our tribes, and they are considered the most sacred of relics to our kind."

The paused a moment. "You, your name was Fluttershy, correct?"

She nodded.

The large Gryphon continued. "Yes, I understand. This wing you possess... I do understand now. Perhaps you are the reincarnation of our Sky God."

"What? No... I'm just a pony."

"And your little bunny? How about his eye? It is the same, though smaller, as our God's eye. Green and glowing."

Fluttershy glanced at Angel. "Angel, put your patch down."

He gave her a glare, but did as asked.

Fluttershy then had an idea, one that would be a long-shot beyond long-shots "Might I make a request?"

"No you may not have the left wing. You have a perfectly good one already."

"No... not that. One of my friends... she lost her forelegs in a battle against a very strong opponent. I somehow defeated him... Do... do you know where your Sky God's forelegs are?"

"I know where all four of them are. In fact, we have his two front legs."

Fluttershy's eyes lit up. "Um... would it be too much to ask if we may just see them?"

"You wish to take them to help your friend?"

"Oh no, not take them. I was wondering if we could just borrow them so we can make a pair of our own."

"And then what?"

"We will return the original ones."

"And what would you be willing to pay in return for borrowing these legs?"

Fluttershy paused to think. She then unstrapped her weapon. "This. It will easily fit in the claws of a Gryphon. It is a weapon of great power."

"Oh? How about a demonstration."

...

The Gryphon leader's eyes were wider than Gryphon sized dinner plates (assuming they even used those). "Such an interesting weapon." He chuckled at the one Gryphon who was glued to a cliff face, unable to break free. "I must say I am impressed. If you provide us with the design to create more, as well as this one, then I will allow you to borrow the pair of legs."

"Deal."

...

Fluttershy and Starlight landed on the deck of the Twilight Dawn with Gilda and two other Gryphons.

"We have their promise to help take down the Dreadnought, and any other ships we see on the way."

Gilda looked over the group. "Hey, bout last time... sorry okay?" She glared at her friend. "There, I said it, happy?"

"Yup." He then held out a brightly colored hide, with something wrapped in it.

The ponies knew a pony hide when they saw one, but kept silent. "Also, for trade on this weapon as well as the designs on how to make more, we offer to lend you these, to create your own." He unrolled the hide, revealing a pair of blue metal legs.

Dawn's eyes lit up on seeing these. "Are these..." He looked at Fluttershy's wing. "You are okay with us having these?" He looked at the others. "With these... Applejack can walk again."

"Not this pair." The Gryphon stated flatly. "You can study them and make your own though. Just do not break them. They are holy artifacts for us Gryphon."

"Of course... but we'll need a forge and lots of iron."

"Iron? We have plenty of iron, but no real need of it ourselves. The only reason we mine it is for trade to Equestria. You're always needing your iron horse shoes."

"I'll need a few days to examine these. In the meantime..." He lifted one metal leg to weigh the leg. "I will need two full weight of pure iron."

Gilda smirked. "Only two weight?"

"Good point... Make that five weight." He looked at Twilight. "We'll need to make an anvil and hammer first... again."

...

Where it had taken two weeks to create Fluttershy's single wing, it took the same amount of time to create both legs.

As Dawn and Twilight worked on them, Fluttershy aided in battle plans with the Gryphons. She explained all she knew about the ships from what she herself had seen and heard. Surprise was also present and offered even more information.

This pleased the Gryphons and really made a difference. Fluttershy just hoped nothing would go wrong.

...

Applejack had been awake and well aware of her situation. She did her best to keep her chin up. She hated not being able to feed or care for herself, but had finally allowed Diane or Spike to help her, depending on the requirement.

After two weeks of this though, she was really starting to get depressed, even though the promise of the greatest surprise ever was on its way.

And when she finally got to see the surprise, she cried tears of joy. She was not going to be disabled for the rest of her life.

Twilight performed the operation that day, even as Fluttershy returned with Gilda and Gorin escorting her.

"Where is everypony?" She asked Diane, who was bored as she could be, even so bored as to play a game of chess against Surprise (who was remarkably good at it).

"Twilight and Dawn finished Applejack's legs." Diane looked like she was concentrating, her tongue sticking out he side of her mouth. She moved a piece and giggled. "Beat that."

Surprise looked over the board as she added to Diane's comment. "They're giving them to Applejack right now. She looked really happy when she saw them. Too bad Rarity wasn't here. She could have put that illusion on them too so they'd look like normal legs." She then paused and moved a piece, taking Diane's knight. "Check."

"I... I actually like my wing like this." Fluttershy looked at the wing. Since she had dropped its camouflage, she had not brought it back.

Gilda snickered. "Yea, it adds personality."

"How long before we begin this attack?" Gorin asked.

Fluttershy paused to think. "Most likely right after Applejack is healed and up on her hooves."

"Which is right now Partner." Applejack's voice emerged from below deck.

All eyes turned to see her emerge, her now forelegs gleaming in the afternoon sun.

"Wow." Gilda and Gorin stared. They actually looked nicer than the legs of their Sky God.

"Oh wow. You look great Applejack." Fluttershy hugged her friend.

"Ah reckon I own ya an apology there." She looked at Gilda. "We did kinda run ya outta Ponyville. Ah know you were RD's friend an all. Guess we just weren't tolerant enough."

"No need to apologize I was being a royal bitch."

"Dunno bout the royal part, but yea." Applejack smiled. "Gonna take a bit to get used to these things." She looked at her legs. But from what Ah've seen Shy can do with her wing, Ah reckon Ah've got a buncha tricks as well."

Twilight came up the stairs and wiped her brow. "So, do you really like them?"

"They do clash with ma coat, but I can get used to that."

Gilda then took a good look at Twilight. "You've been a bookworm too long. You're getting fat."

Twilight frowned, then smiled. "It's not fat. It's a foal. I'm going to be a mommy." She pranced giddily.

"Whoa! Really? Who's the father? Better not be this skinny Pegasus here." Gorin gave Starlight a light headlock and noogy.

"Ow."

"I'm the father." Dawn smiled. "And once again, thank you."

"Well... congratulations."

Gorin frowned. "You are with child, yet you join this attack?"

"I'll be staying aboard the Twilight Dawn with Spike and Diane."

"Diane?" Gilda blinked. "I thought your name was Pinkie Pie, the pony who threw that party where Dashie pranked me left right and center."

"Yea, that was me. I went totally insane, killed a bunch of ponies and baked them into cupcakes. Celestia, Luna and Rainbolt didn't think to nicely about that and cured me.

"Cup..." Gilda turned to Gorin.

"Cakes?" Gorin turned to Gilda.

They then chimed together "Can we get the recipe?"

"Nope. I was really, REALLY insane at the time." She shrugged. "Besides, why would you want to make pony cupcakes?"

Gilda chuckled. "We were thinking more along the lines of fish, bear, rabbit... sorry Angel... and other things we Gryphon like to eat."

"Three centuries ago we swore a truce and not a single pony has been eaten since."

"What about the ones from that crash?"

"Given decent burials, down south." Gorin shrugged. "They may have attacked us and killed some, but they earned our respect in that fight."

"Enough chatterin." Applejack put her stetson on. "We got to save Rarity and take out the Dreadnought fer good."

Twilight hung her head. (I just hope nothing bad has happened to her...)

...

"My dear, dear Rarity. How are you today?" Shadow Mane entered the chamber where Rarity was locked in.

She looked up and giggled darkly. "Master. Did you bring me another to play with? I broke the last one." She glanced at the quivering mass in the corner of the room. She then stepped into the light. Her coat was blood red. Her mane and tail looked almost black, so drenched with blood they were. Those were long and almost reached the ground. They were unkempt and filthy.

Shadow Mane grinned. She was ready for the final programming. "My dear, first, let's get you cleaned up."

"But I simply love it." Rarity's face twitched in a rather disturbing manner. "But, if you wish it, of course."

...

Rarity once again appeared clean. Her white coat once again pristine. Her mane and tail were the royal purple as well, her hair styled as it had once been.

She sat down in a new, clean room.

Shadow Mane then strapped her down onto the rack.

"Oh, tighter."

He chuckled and did so, before forcing her eyes open and used hooks to keep them open. "Begin the final training."

Images of murder, slaughter, cruelty and her friends flashed before her eyes.

She would switch between screaming, crying and giggling insanely.

"Soon my Beauty. You will be ready. You will get new playthings... to break." He laughed as only a megalomaniac could laugh. Rarity joining in.

More than one soldier was thinking of requesting a reassignment.

...

Over three days, two Destroyers fell to the onslaught of a thousand Gryphons, not even giving the crews time to attack or defend themselves. The clouds provided the huge force all they would need for ambushes from above.

And the fifth day, the high flying Gryphon army, lead by the Twilight Dawn, spotted the massive Dreadnaught high in the skies of Equestria.

Diane grinned as she dove in to attack.

They knew their weapons would not be too effective against the massive ship, but they would give it their all.

With the sun high in the sky at their backs, the attack came without warning.

...

"High Commander! We're under attack."

"Is it the Twilight Dawn again?" He grinned and stepped from his chambers.

The sight of Gryphons beyond countable numbers terrified him. Within minutes, the deck was crawling with them. No soldiers were spared any mercy as they were shot with guns that fired sticky cables, trapping and rendering the soldiers helpless, only to be torn to shreds by deadly claws and beaks.

There was also those ponies from before fighting alongside their powerful allies.

He quickly found himself facing far too many Gryphons, even for his magical sword to cut down. He backed against the railing. There was nothing but forests and lakes below.

"Screw this..." He jumped and dove toward his doom.

The huge number of Gryphons ripping away at the ship was too much for the hull to handle. It soon started to almost scream as it twisted and snapped.

Before the hull finally split in half, the attackers flew into the sky to watch the massive ship, with any surviving ponies aboard, plummet to the ground.

...

Rarity teleported from the failing Dreadnaught to the cargo hold of the Twilight Dawn. She could hear the sounds of battle far away as the Dreadnaught was being torn to shreds

She walked casually up to Twilight's and Dawn's private quarters and pushed the door open,

"Rarity?" Twilight looked so happy to see her dear friend in one piece. "You've been rescued?"

"Oh not exactly Darling. I've come to play." Her disks flew from her saddlebags and right at Twilight.

Twilight reacted on pure instinct and teleported out of the way, behind Rarity.

"Rarity? What are you doing?"

"I'm playing with you. I hope I don't break you too fast. There would be no fun in that."

Twilight turned to run, but the door slammed shut on her and refused to open. She turned, her back to the door and faced Rarity. She tried to teleport again, but somehow Rarity blocked it.

"Uh uh. No running away." Her horn began glowing brighter. The illusion she had wrapped about herself to make herself look as she had before vanished, revealing a horrid, twisted version of Twilight's friend.

The white coat looked like it had been pealed off and cut into pieces, before being crudely stitched back on in the most grotesque manner possible. She had bloodstains on her hooves, under her eyes, on and around her horn, and around her mouth.

"Oh dear Celestia... what have they done to you?" She inched to the side.

"They made me truly beautiful, inside and out." She grinned, showing off the sharp teeth of a meat eater. "Come now, let us play."

The room started to twist and darken. Blood and brutally massacred corpses started appearing from behind furniture and the walls.

Twilight wanted to shut her eyes to block the horrid sight, but that didn't help at all. All it did was remove Rarity from her sight. She opened her eyes and cried out as Rarity lunged at her, trying to bite.

Rarity felt Twilight's warm coat in her mouth and bit down hard, tearing a chunk from her shoulder.

Twilight screamed as she was knocked down, this twisted version of her friend on top of her. She watched in true fear as Rarity chewed and swallowed the chunk of flesh.

"You taste positively delicious. I can't wait to taste your baby. Still alive as I rip it from your still warm belly." She licked her lips and went for another bite.

Twilight screamed and her horn flared brightly, right in Rarity's face, blowing her clean across the room.

Rarity slammed painfully into the wall, her right shoulder shattering under the impact. She giggled with glee. "Oh, a playmate who plays back. This is so wonderful." Her horn glowed again.

Twilight saw the disks float and start spinning before flying at her. She threw up a magical shield and blocked the attack.

"Aww, that's no fun." Rarity grinned and threw the disks again.

This time they passed through the barrier like it was not there, cutting into her all over, leaving deep, bloody wounds.

Twilight looked down and screamed in pain.

"Such a shame... you're breaking far too easy." She approached and reared up.

She brought her hooves down, and slammed into the barrier. "What?"

Twilight looked up, no signs of pain in her eyes. "I know about your illusions Rarity." Tears poured from her eyes and she fired a violet beam from her horn, piercing Rarity's chest and heart.

Rarity gasped and fell back, the room returning to normal. "You... broke me?" She then fell silent, her chest not moving.

Twilight collapsed, gasping for breath. Her shoulder was burning like it was on fire. She looked at Rarity's body and paled as it suddenly got up. Echoing through the room was Rarity's taunting voice.

"You can't see me. You can't hit me. I'll break you slowly, piece by peace."

Twilight gritted her teeth. She had to do something. She then dispelled all magic in the room, and kept the anti-magic barrier up as she spotted Rarity to her right.

"I see you. Rarity... we can help you."

"I don't need helping... wait, why are you looking at me?" She tried to cast a spell, but nothing. "What have you done?"

"I've created an anti magic field in the room." She rose to her hooves. "Please Rarity. We don't have to do this... please. We're friends. What about the others? We've been through so much together. Please, I don't want to hurt you."

"Oh, but I want to hurt you. No magic means no shield to defend yourself with." She launched herself at Twilight again.

Twilight closed her eyes. There was nothing else she could do... She dropped the field and released a blast of raw magical energy. The surge threw the twisted Rarity back and smashed through the wall. Rarity screamed as she was thrown from the ship, nothing but thick forest far below.

Twilight fell to her knees and screamed, not because of physical pain, but the fact that she had just killed her own friend.

At that moment, the bedroom door flew open and Diane rushed in. "TWILIGHT!"

...

It was a dark day, and the rain was falling heavily on the ruins of Rarity's Carousel Boutique in the ruins of Ponyville.

Her body had never been found, the forest too thick, and filled with predators. Still, her friends had decided to erect a memorial statue in honor of friends lost.

The statue was the most beautiful thing Twilight could have ever created. It depicted a rearing Unicorn wearing the most beautiful dress ever, Rarity in her Gala gown. On a plate of the hardest granite read the following

'Rarity, Barer of the Element of Generosity. She gave of herself to bring joy too others. She lived her life never knowing greed. May she find peace here, in the home where she brought light to so many heart and smiles to their faces. We will forever remember you forever in our hearts.'

Standing next to her was the statue of Princess Rainbolt, rearing and wearing royal garments. Below her statue was another granite plate.

'Princess Rainbolt, Regent of Lightening and the Skies, Barer of the Element of Loyalty. She never left a friend or Equestria hang, no mater what the cost to herself. May she find solace in her beautiful skies. She will live on in the hearts of her friends and family.'

Twilight's horn stopped glowing and she lowered her head.

"There was nothing more you could have done." Dawn hugged her gently, careful of her still healing injury. "I... There's nothing more we can do here."

All Rarity's and Rainbow Dash's friends, and even the dozen Gryphon who had come, all placed flowers on their graves.

Fluttershy cried into Starlight's shoulder and he could only hug her back. Nothing else could be done to comfort her.

They all turned to leave, to return to their homes, be they in another land or over the northern mountains.

...

To Be Continued...

Chapter 6

Love and War

...

The trip back to the new land seemed long, quiet and painful for all aboard the Twilight Dawn.

They had returned to Equestria, thinking they could find and help the Pegasus who had been risking his life to save others from the Gaean invasion. This they had succeeded in doing.

But the cost had been too high.

Rarity had died. Not at the hooves of the Gaeans, but by Twilight Sparkle's magic.

Twilight had not said a word since the funeral, if that was what you could call it. The situation had been too dangerous to even try to recover her body.

Once they reached the new land and docked, Dawn lead Twilight home. She would need to rest more now than ever before. Her face almost completely lacking any emotion at this time.

As they neared their home, a small white filly approached. "Twilight? Where's my sister? Where's Rarity?"

Twilight winced. She looked down at Sweetie Belle and gathered her into a tight hug. "I... I'm so sorry... I... There was nothing I could do..."

Sweetie Belle looked up at Dawn, but all he could do was shake his head and look away.

"Twilight? I wanna see Rarity. Where is she?" She spoke louder.

"I'm so sorry Sweetie Belle... She... She's dead..." Twilight broke down and cried. "I... I killed her..."

Sweetie Belle pushed Twilight away. "What?" She knew she had to have misheard that. "No... There has to be some mistake."

Twilight fell to her knees, still crying. "I can never ask for your forgiveness... What I did... I should have thought of another way. I should have tried to save her."

"You're lying. Rarity isn't dead." Sweetie Belle screamed, tears pouring. "I... I HATE YOU!" She screamed right into Twilight's face and ran.

Dawn wanted to chase after her and try to calm her down, to try to make her understand, but he took one look at Twilight. He could not leave her as she was. He helped her stand and lead her home.

...

Applejack walked into her home and was promptly tackled by Apple Bloom. "BIG SIS!" She was grinning ear to ear. "Welcome home."

Applejack, now laying on her back with her sister pinning her down offered a weak smile. "Ah'm home..." She pushed Apple Bloom to the side gently.

The young pony then saw her sister's legs. "Wh-What the hay? What happened to yer legs?" Her eyes showed a mix of fear, worry and a little wonder.

"Ah kinda got mah flank whupped. Dawn an th' others saved me and made me these legs, jes like how we made that wing fer Fluttershy." She stood up and watched as Apple Bloom almost crawled all over her to see them from every angle.

"Did it hurt?"

Applejack simply nodded. "But Ah feel right as rain now. Don't hurt at all."

"They look so cool, an strong. Is this th' same stuff Fluttershy's wing's made ah?"

Applejack nodded again. "Ah sorry Apple Bloom, but Ah'm a might bit tired. Ah'm gonna go get some shuteye."

"Aww. Will ya tell me 'bout yer adventures later?"

"Maybe.." (Most certainly not... this trip... the cost was too high... Oh Rarity... Twilight. Poor Sweetie Belle.) She hung her head as she almost dragged herself to her room.

As she was laying down for some much needed rest, Applejack heard the front door slam open and the crying of Sweetie Bell.

"What happened?" Apple Bloom asked.

"Twi... Twilight murdered Rarity." Came the bawling response

...

Diane looked over at Surprise. "Say, Surprise?"

"Hmm?" The young mare replied, but kept looking out over the sea.

"How's Twilight and Dawn doing?"

"Mommy's really sad. I wish there was something I could do ho make her feel better. Daddy's also really sad too. They both loved Rarity so much." She hung her head. "I feel somehow this is all my fault. If I had never been curious and fallen into the river, Daddy would never have used his magic and been chased away. He never would have lead the Hunter and Tracker to Ponyville. This whole thing is my fault."

"It's not your fault." Diane tried to comfort her. "You can't take the blame for your mother and the other leaders of your land for being big evil Mc.Evil pants. They are the ones who started the war. They're the ones who've invaded Equestria and hurt so many."

Surprise nodded lightly. "But... I still feel like it's my fault." She took a deep breath and exhaled slowly. "I can't let this defeat me though. I made a decision to stick by Daddy and all of you. I may have betrayed my mother, but... maybe she was the one who betrayed me first." She met eyes with Diane. "Do you think I can ever find redemption for the bad things I've done?"

"You may have tried to kill me, but you didn't. That was kinda fun though."

"Yea, it was. Till then, I'd never fought another pony who could keep up with me." Surprise reached into her saddlebag and pulled out a pendant. She opened it and looked at her mother's picture. "I know she did bad things, and raised me to do bad things too... but I do miss her when she was kind. I know she loved me in her own way. She never scolded Daddy for being there for me."

Diane looked at the picture. "You have her eyes. Yo also have your father's kindness and compassion"

Surprise nodded. "It hurt when I saw her die, but I didn't feel sad at all. I've assassinated so many that I don't really feel much when I see another pony die. Am... am I a bad pony?"

"No, you are not bad. You were just raised differently from the rest of us. We're not used to seeing death, and we most certainly don't enjoy killing." She decided not to say anything about her little bout of 'baking'. She was none too pleased she had actually done that either.

"I never enjoyed killing either. I just did as I was told without really thinking there might be consequences" She looked back out over the ocean. "All those soldiers... I'm sure they must have had families, friends, ponies they loved. We've killed so many of them, but they've also killed so many Equestrians too."

"Maybe someday... someday we'll find a way to make peace with each other." Diane had said that, but she seriously doubted it.

It was so easy to hate, to destroy and to kill, but it took far longer to love, to create and to live.

...

Starlight looked out over this new land from atop a small cloud. From here, he could see for miles in every direction. It was strange. Months of fighting, almost non-stop, and now here he was.

This new land, which was still un-named, looked peaceful.

He had learned that his ship had made it here, with only a few more than half the passengers having made it.

He wanted to cry, but simply could not.

Starlight felt another Pegasus land gently on the cloud. "Hello Fluttershy."

"Hello Starlight." She spoke softly as she sat next to him. "Being here... I almost forget what happened back in Equestria..." She sniffled. "But I can't. We lost your sister, Rainbow Dash. We lost Rarity. We almost lost Applejack too." She looked into Starlight's eyes. "Why did all of this have to happen?"

"I don't know. All I know is they came and invaded us. They killed and mutilated and enslaved." He hugged her close with a wing. "But, no matter what, we can never give up. We can never forget. I never knew Rarity too well, but I can tell her death is causing all of you so much pain right now."

Fluttershy leaned against Starlight. "Starlight?"

"Yes?"

"I... I'll never forget her. I'd never forget any of my friends. And... and I want to get to know you as well."

"I'd like that." He sighed and they sat there in silence.

...

Time did as it always had done. It passed by, some not even realizing just how quickly. It was now almost a full year since Equestria had been lost.

For quite a few months, a stranger walked among the ponies who were finally starting to get their lives back together.

His name, Rigger, a Pegasus. He was born and raised an Equestrian. But now, he had allied himself with the Gaeans. Why? Because he had been allowed to live if he swore loyalty to them.

He had agreed.

To ensure his loyalty, Blackmourn had placed a collar around his neck, fitted with a device that could inject Wingweed poison into him at the whim of his Master.

But just last night he had just received a radio transmission from some blowhard who was calling himself High Commander Shadow Mane.

He had been given new orders concerning the crew of a stolen High Priest sky ship. He was to find them, and take from them what was most precious.

"Take from them what's most precious..." He fumed. "What does that donkey take me for? An assassin? A thief? What in Celestia's sweet name did he want me to take? Wish he had been specific..."

Rigger paused and thought for a while.

"Maybe he means their ship, From what Blackmourn told me, he was quite impressed with that ship and their crew. Sucks he got himself killed." The dark cloaked Pegasus sighed and walked toward the town. It was time to find out what was most precious.

...

Twilight was taking a nap. She was still quite solemn, usually just sitting by the fireplace and reading books, or having Diane take her up in the Twilight Dawn and teaching her how to fly it.

She had come to love the sensation that Rainbow Dash had fallen in love with. The freedom of flight. But that was not the only reason.

She felt drawn to the sky, and would often spend days at a time, occasionally taking the ship into the sky and just flying circles high over the town.

Time had healed some of the wounds that Rarity's death had caused. Some, but not all.

Fluttershy had left the town to live among her own kind, high in the cloud city. Starlight had gone with her, as the pair were nearly inseparable It was obvious that they were growing closer and closer.

Fluttershy had simply stated that she needed to leave. Every time she looked at Twilight, she wanted to cry, knowing how much the death of Rarity was tearing her up inside. Fluttershy could not take it and had to leave.

Dawn was never far from Twilight, especially when she would take the Twilight Dawn up on her own.

And on this last trip... he was glad he was there.

"Dawn?" Twilight had been at the front of the hip, relishing the morning breeze, but suddenly called out loudly.

Dawn had been at the helm, flying lazily down the coast. "Yes?"

"I... I think it's time." She turned around, her eyes wide.

"Time? Time for..." He looked into her eyes and paled. "You mean... the foal? It... no... We have to get back."

"No... time..." She fell to her knees. "It's coming... NOW!"

Dawn shut down the propeller and rushed to Twilight's side. He had been trained for this by Nurse Redheart, just in case of this very situation. Everything he would need was already stocked aboard. "Just hold on a few more moments, I'll get the things." He nearly tripped over his own hooves as he rushed below deck. He grabbed the supply bag and rushed back up and to the mare who was going to mother his second child.

To say Dawn was nervous and excited was an understatement, but he forced himself to remain calm.

"Just breath..." He spoke soothingly to her. "And push."

They kept at it for a few more minutes till he saw something. A splash of blood and water, and then the baby started emerging. His heart was racing even faster than Twilight's

The mare gritted her teeth and gave a final push, and the baby was caught in warm blankets.

"It's... it's a filly." He smiled as he set the tiny foal by her mothers belly. "We have a daughter."

"Won't Surprise be surprised." An overjoyed new mother smiled happily

...

Back in town, Diane was experiencing a doozy of a twitch, nearly falling off her own hooves.

"Diane?" Surprise gasped. "What's wrong?"

"It's a doozy. A doozy of something is happening... right now." She had a feeling of what it might be. "Where's Twilight and Dawn? Are they back yet?"

"No, they headed out last evening to take a leisurely trip up and down the coast to map it." Surprise blinked. "You don't think something bad has happened... do you?"

"The doozy is never anything bad... Never has been before." She suddenly grinned. "I think they just had their baby."

"How can you tell?"

Diane simply grinned. "I don't know, just a hunch."

...

It was mid afternoon when the Twilight Dawn docked.

Somehow everypony was here, even Fluttershy and Starlight Bolt.

Dawn stepped off the ship, but Twilight was not to be seen. Still, he did not look worried, rather, he was smiling brightly.

"They're resting right now... Twilight and our daughter." He said, looking right at Surprise. "You have a little sister."

Surprise jumped up and hugged her father. "A sister? Oh I am so happy." She then rushed past everypony else and down the stairs.

She knocked gently on the doors. "Mommy?"

"Come in Surprise, and the rest of you too." She sounded happy, for the first time sense Rarity's untimely death.

She opened the door and entered. She saw Twilight resting on the bed, looking a little pale, but still fine. Resting on the bed with her was a small form wrapped up in a blanket.

She quietly walked over and looked down.

The first thing she saw was the short locks of white mane, then the bright blue coat.

The foal opened an eye and looked up to see her smiling sister for the first time.

"Surprise, say hello to your little sister, Skywind Dash."

"Dash?" The young mare gasped. "You named her after Rainbow Dash?" She could not contain her smile, no matter what.

Fluttershy smiled gently. "She is the cutest thing I have ever seen. You really named her after Dashie? I know she would be honored"

"I actually want to throw a congratulation party." Pinkie Pie beamed, her mane poofing all the way out. "Please? May I? PLEEEAAAASSSEEEE!" She pleaded brightly.

"Of course, but not today." Twilight smiled. She did look worn right out.

"Well duh. You've just had your first ever foal. I bet you'll end up having... three. Yea, three foals. Once you're ready for a party, let me know."

Twilight giggled. "I'm not sure about three. I know only what I've read in books about being a mother."

"Y'all gonna be great Mother." Applejack smiled almost as proudly as though the foal was her own. She looked over her shoulder. "Apple Bloom, Sweetie Belle, do you want to see the baby?"

Apple Bloom peeked her head over the edge of the edge of the bed. The baby was so small, but totally adorable. "She's so cute. Ah just wanna hug 'er."

Sweetie Belle shyly peaked over the edge as well and looked up at Twilight. She still had not forgiven her for murdering her only remaining family member, but then she saw Skywind Dash. Her heart melted on the spot. "T...Twilight?"

"Yes Sweetie Belle?" Twilight smiled, softly, a motherly smile, but the young one looked into her eyes and saw the haunted look.

Sweetie Belle had neither spoken to, not faced Twilight since she had received the news and told her she hated her. Now, she could see Twilight was hurting as well.

"I... I'm sorry. I didn't mean to say I hated you... I know you're hurting." She looked down at the foal again. "I forgive you."

"Sweetie Belle, thank you. I was too afraid to ask for your forgiveness. I know there is no way I can ever make it up to you though."

"The Apples adopted me. I'm not alone anymore." She reached a hoof out for the foal to sniff, and giggled when she did. "I still miss mama and papa and Rarity though."

"We all do." Apple Bloom hugged her adopted sister.

Twilight stifled a little yawn. "I'm sorry, but I'm feeling tired, and I think Skywind is feeling hungry again." She smiled down at the foal as she started nudging at her mother's tit

This made most present blush brightly. They all congratulated Twilight and Dawn again before leaving, Apple Bloom needing to be dragged from the room by Applejack while saying "Aww, but why can't Ah stay longer."

...

Rigger grinned. He had overheard the bunch of giddy mares talking about the most precious little filly they had ever seen.

(Most precious? Well, I was told to take what is most precious from them.) His grin darkened. (Maybe I'll finally get this damn collar off my neck. I'll just have to wait for an opportune moment.)

...

Hours later.

Rigger twitched from his slumber and watched Dawn Glimmer rush from the house they lived in. (Finally, the Father's left, and only the mother is in that house... all alone, and still recovering from giving birth.) He grinned as he made his move.

He slipped into the house and peeked around. The living room, dining room and kitchen were one room. There was two other rooms, and one had a flickering light on. He quietly flapped his wings and approached, avoiding any potentially creaky floors.

Rigger peaked into the room and saw the mother sleeping, the foal in a bed of her own. His grin spread as he stealthily flew over. He wrapped the blanket around the baby and lifted it carefully from her bed. He turned and slipped from the house, grateful that the baby was a sound sleeper.

...

Dawn heard the scream from half way across town, as did every other pony. He rushed home, fearing the worst.

He had to fight his way through the crowd till he saw Twilight standing in the doorway, the look on his face nearly ripped his heart out. "Twilight? What's wrong? Is Skywind alright?"

"She's GONE!" Twilight wailed, tears pouring freely.

Dawn felt rage. "No..."

"Uh thunk uh saw sum pony flu thut wey." A drunk pony pointed south. "Eh kem outta de hoos lek uh bat utta hell."

"What did you say?" Dawn grabbed the drunk by the mane and dunked his head into a water-barrel.

The cold water seemed to do the trick as he gasped and pointed south. "Pegasus... flying south like Nightmare Moon was on his tail. Was holding some blue bundle."

Dawn's eyes started glowing. He looked south and could SEE his daughter. He took off, everypony doing what they could to get out of an angry father's way.

Twilight leaned against the door-frame and cried. Surprise hugged her. "Daddy will save Skywind. I know he will."

...

Rigger landed where he had hidden the Sky Jumper. He looked down at the baby. "You're so cute. High Commander Shadow Mane better reward me for this." He set the still sleeping foal into the cockpit and was about to hop in himself when his world exploded in pain.

He flew over the small craft. Most of him did at least. One of his wings had flown another way.

He hit the ground, gritting his teeth in pain. He looked over his shoulder and saw his wing had been ripped right off, and his side was gashed along his ribs.

He then became aware of danger. Life threatening danger.

Rigger rolled over and looked up at what could best be described as a white skinned beast from hell, with black flaming mane and tail, and hellish red glowing eyes. The hooves were wrapped in bright red flames, but the grass was not being burned.

The Stallion looked larger than life. From Rigger's prone position, this Stallion looked ten times larger than he really was.

Then he knew nothing as those flaming hooves came down on his head with a sickening crunch.

...

Relieved would describe everypony else but Twilight. She was overjoyed as Dawn returned, carrying a bundle on his back.

After returning his newborn daughter to her bed, he hugged Twilight. "It was a Pegasus.."

"What?" Twilight gasped. "Why would a Pegasus ponynap our daughter?"

He reached onto his back and tossed down an iron collar. It looked unremarkable.

"What's this?"

"Look inside."

Twilight levitated it and looked. She dropped it the moment she saw the sun and phoenix symbol. "He was working for Gaea?"

"And I found his ship. Never seen anything like it before. I'll have it brought back here in the morning. If we can figure out why somepony from Gaea would want our daughter..." He stopped right there. "No... I can't do that. I can't go running off again, we can never return to Equestria." He looked south, then out to sea. "I have a terrible feeling about this."

Twilight leaned against her mate and beloved, drawing on him for strength. "Are we even safe here? Where else can we run too if they come across the sea?"

"I don't know..." He sighed. "Maybe we could try to use the elements of harmony if they try to invade."

"That's impossible. Rainbow Dash was the Element of Loyalty. Rarity was the Element of Generosity. Without them... without even one, there's nothing we can do."

"Then... We pray to Celestia's soul that they never cross the sea."

"That's all we can do..."

...

High Commander Shadow Mane watched as a small red light blinked out. He snarled angrily. "That stupid foal. He got himself killed. Now they know that we know where they are." He was most definitely not happy.

Still, he had to count himself lucky that he had landed in the lake below that slaughter. His injures had finally healed, no thanks to the inept medics he had at his disposal.

"Sir, we've reached the crash site."

"Finally. Salvage whatever you can. Crystals are your first goal. Any intact bombs, food and water that might still be good as well. Any gold or gems already belong to me, so they will be returned to me."

Still, the prospect of his riches being intact didn't look good. The bridge section looked to be scattered for half a mile.

He thought to himself for a while. (Who was the moron who decided the bridge should be right on top of the engine room? Seriously.) He looked out over the deck of the pathetic destroyer he was currently commanding. It was nothing like the beautiful Dreadnaught he had commanded for such a short time.

For hours he sat and waited in silence, until a report came from below.

"Sir, a Survivor was found."

"A survivor?" Shadow Mane rose. "Impossible."

"He calls himself Lightening Scar, Guardian of the Sky Lance."

"Interesting. What is this Sky Lance?"

"You'll have to ask him. He refuses to board the ship without orders from the High Commander himself."

Shadow Mane laughed. "Take me to him."

...

Shadow Mane stared at the pony. He was covered in black, jagged scars that looked like lightening bolts. "You are Lightening Scar?"

"Yes I am. Who are you?"

"High Commander Shadow Mane."

"Blackmourn is MY High Commander. Where is he?"

"Dead."

"So be it."

"Board the Destroyer, and bring your Sky Lance."

"Bring it yourself."

Shadow Mane snarled and spun around, backhoofing this stranger hard, slashing open his face across the cheek.

Lightening Scar hardly flinched and glared back. His wound sparking with black electricity and healing in seconds. "Do that again and I will feast on your heart, regardless of your rank."

"Ok." Shadow Mane actually squeaked

Lightening Scar then allowed the soldiers to haul the stone-bound spear into the cargo bay.

...

"Just who does he think he is?" Shadow Mane snarled.

His 'current' second in command looked nervous. "He's very strong, and I hear he heals wounds as fast as anypony can cause them."

"I don't care about that... What about that weapon he's guarding? That white spear that's stuck in that stone?"

The smaller commander looked at some reports. "He calls it the Sky Lance, the very weapon that killed one of the three Goddesses. He is the one who killed her with it, and she granted him the power to heal as a reward."

"Or a curse." Shadow Mane paced back and forth. "He's a monster, but maybe we can use him. Let me know when we've scavenged what we can. After that, call all Destroyers within a days flight of our position to converge. We are going to hunt down those who escaped... and end them once and for all."

...

Three months later.

Fluttershy and Starlight would come and visit their friends regularly. The shy mare was not as shy as she had once been, having been hardened in battle and by tragedy, still, she was kind to a fault.

Starlight Bolt would generously offer his time and knowledge to help train young recruits to the Pegasai air force. He did it out of a mix of pleasure and duty. He did not even ask to be paid for his services, but accepted anyway when the military insisted. He would give most of his earnings to Fluttershy, keeping only what he needed.

As the pair arrived for their latest visit, they watched the three month old filly already running and frolicking in the fields just outside town. She would run as fast as she could and then jump, quite often crashing into a bush or puddle, then get up giggling.

"Hello Twilight. Hello Dawn." Fluttershy landed next to her friends.

Starlight landed next to her and bowed politely. "Greetings."

"Hello you two." Twilight sighed and smiled as she watched Scootaloo, Sweetie Belle and Apple Bloom playing with her daughter. "What brings you here today?"

"Oh, just came to say that the current ruling Pegasai Council is finally thinking to instate a king or queen to rule over the Pegasai."

"Why?" Dawn frowned. "The council has been doing a good job so far, haven't they?"

"They have been doing a wonderful job, but they are searching among the Pegasai for one worthy of becoming the new ruler."

Twilight already knew the answer to her question, but asked anyway. "Are you thinking of trying out?"

"Oh dear me, no. I couldn't do that." She giggled.

"I'm sorry, I had to ask."

"That's alright Twilight. But I know I could never be a queen."

"Why not?" Dawn asked, smirking as their daughter ran and jumped on Scootaloo's back and cooed "Fly!"

Apple Bloom laughed and countered with "Oh come on Dashie. You should know that Chickens can't fly."

"I'm not a chicken, and I can sorta fly." Scootaloo argued back.

"Can not." Apple Bloom again.

"Can too."

"Can not."

"Can too."

"Yu huh."

"Nuh uh."

"Yu huh. Nuh uh. Yu huh. Nuh uh. Yu huh. Nuh uh. Yu huh. Nuh uh. Yu huh. Nuh uh. Yu huh. Nuh uh. Yu huh. Nuh uh. Yu huh. Nuh uh..." And this continues on in the background for the remainder of this scene...

The parents and friends watched the youngsters playing together and having fun.

They suddenly were caught off guard as a shadow appeared overhead. They looked up to see the Twilight Dawn flying sideways. Surprise swung down by a rope before the ship was even twenty yards off the ground.

She rushed over. "We have a huge problem... A Destroyer and two Carriers... they're only hours away. We spotted them while out on patrol."

Twilight paled while Dawn rose to his hooves. "So... They really did come. We have to warn everypony before they arrive."

Fluttershy lifted off the ground. "I'll go ask the Pegasai for help. If we can slow them down, that means a better chance to escape."

Surprise nodded. "Diane said she'll help out with the Twilight Dawn." She looked at Dawn. "I've been practicing with that insanely fast ship you found. It has no weapons, but I think I can at least make them dizzy."

"Actually Surprise, I have another job for you."

"What is is Daddy?"

"Take the ship and scout up and down the coast. We have to see how many more of the invaders are coming."

Surprise looked a little disappointed, but nodded. She knew this job was an important one.

In the background, two fillies were looking at each other, and Scootaloo asked "What were we arguing about again?"

...

High Commander Shadow Mane tapped his hoof on the 'arm rest' of his chair. He was not too pleased that they had lost three Destroyers and a Carrier to storms on the way here.

Still, they had rescued most of the soldiers from those ships, as well as necessary supplies.

He still had enough troops to invade. He just wished that the carrier he had lost had not been the one with the Jumpers and Gliders. Still, two Carriers loaded down with eager soldiers was better than nothing.

"Once we land, start the invasion. We will not leave a single one of them alive this time." He slammed down his hoof.

...

Pegasai had been dispatched to deliver the warning all up and down the coast, as well as to the few inland settlements.

The standing plan in case of invasion was to grab what you would need to survive and head inland, into the forests and mountains. Only a few remained behind to ensure that there would be nothing for the invaders to claim. All the settlements would be burned.

...

"Sir, we're within sight of land." A message came from the watch deck at the front of the ship. "Also, there is a lot of smoke visible up and down the coast."

Shadow Mane rushed to the watch deck and looked through a scope. "The towns are all burning? What happened here?" He looked to his second in command.

"Maybe they detected us somehow?" He answered. To prevent us from using their towns as bases, they may have evacuated and set them too the torch."

Shadow Mane gritted his teeth, a look of rage on his face. "How dare they destroy everything... We have to find them and kill them all. Make their deaths slow and painful."

He was about to issue the attack order when the carrier to the right exploded, but it was not going down, despite the damage.

"What in Celestia's dark name?" He rushed to the side railing and looked.

He saw the Twilight Dawn fly overhead.

"EVASIVE MANEUVERS!" He screamed and braced for impact.

But the Destroyer was not hit. The other carrier on the other hand was rocked by an explosion as well, but due to their sheer size, it too survived.

"Tell the carriers to descend and move in. All soldiers are to prepare for invasion."

...

"We damaged the carriers." Diane reported to Fluttershy. "They're really big, almost as large as the Dreadnaught. I don't think we have the firepower to destroy them all."

Fluttershy nodded. She turned to the thirty some Pegasai that had come along for this attack. "Are you sure you want to do this?"

"Listen here Missy. We agreed to come along to help slow them down as long as we can. We have to give everypony the chance to escape."

She nodded. "Angel?"

The bunny grinned and pulled down his goggles.

As the Twilight Dawn turned for what looked like another strafe bombing run, the Pegasai dove from the ship toward the Destroyer. The sneak attack took the crew of the Destroyer by surprise as crew were grabbed and thrown overboard into the ocean below.

Shadow Mane screamed with rage and tackled a Pegasai. His sword coming out and piercing her heart.

He started attacking anything with wings like he was possessed.

Fluttershy took position. "That one. He looks like their leader."

Angel nodded and took aim, then fired.

...

Shadow Mane had just killed his third Pegasus when he was slammed to the deck, something sticky pinning him down. He struggled as he remembered. This was the same stuff used on Blackmourn. He looked up and saw the very same Pegasus land before him.

No matter how he struggled, he could not break free fast enough to save his life.

No, he still had a chance. He reached into a pouch on his side and threw something at the Pegasus.

...

Fluttershy shielded herself with her wing, blocking a small round object. The moment she realized it was a grenade, it was too late.

Her wing shook painfully as it shielded her from the small blast. Her ears were ringing and she was disoriented.

Then the deck gave out beneath her and she fell, Angel clinging on for dear life.

She landed on something that grunted. She rolled to the side and looked up.

He was no larger than any other soldier, but he was not wearing any armor He had a gray coat covered with black jagged scars.

"Who are you?" He demanded, his eyes still trying to see through the smoke.

Fluttershy backed away and hit something hard with her hind hoof. She chanced a glance.

Why did they have a rock in the ship? She then felt a slight static charge in the air. She looked up as something started to glow brightly.

A beautiful spear was embedded into the rock, and it almost felt like it was calling to her.

She looked back and watched as the High Commanded landed in the hold, sword in teeth.

She checked her weapon, but saw it looked damaged while Angle Bunny just looked a little shaken. She had no choice. She jumped for the spear.

...

Lightening Scar's vision cleared as the so called High Commander jumped down, sword ready. He then felt the lance. It was almost singing. He looked and watched as a Pegasus jumped up and grabbed the weapon he had sworn to protect.

He instantly thought that the Pegasus would be instantly killed, because the weapon looked like it was holding a massive charge

But she wasn't hurt. Rather, the spear came free from the rock.

Scar gasped. He had never thought that it would be a Pegasus who would ever draw the weapon, but then it made sense at the same time. Princess Rainbolt had enchanted it with not only her blood, but her own magic. It made sense that this would be a weapon meant for her beloved Pegasai.

He watched as Shadow Mane attacked, his sword blocked by the spear.

Shadow Mane jumped back, evading a wide swipe from the weapon. He grinned as he saw the opening and went in for the kill.

Fluttershy had no real idea how to use this amazing weapon, but realized she had left herself open. Had it been her other side, she could have defended herself with her wing... She shut her eyes, realizing this was the end for her.

She heard the sickening sound of metal cutting through flesh and bone, but there was no pain. Her eyes opened to see that scared soldier standing between her and the High Commander. She gasped at the sight of the black sword having pierced his side.

Fluttershy didn't know what was going on, but she tightened her grip on the spear and whipped around, gaining as much momentum as possible, swinging the glowing blade right toward the High Commander's neck.

The sound was sickening as the blade of the spear decapitated him, but she had hardly even felt the connection. She braced herself and stopped. Her eyes set on the scared soldier and watched as he pulled the sword from his side, pain evident in his eyes.

But as the blade came out, the wound sparked and healed, leaving a fresh black scar.

He then knelt before Fluttershy and placed the sword at her hooves. "I am the Guardian of the Sky Lance. You have drawn the Sky Lance from the stone. I will be your guardian till the day I die."

Fluttershy blushed as she set the spear down. "You don't really need to do that."

"It is an oath I have sworn to uphold."

Fluttershy nodded. "Um, ok. What's your name?"

"I am Lightening Scar. May I know the name of my ward?"

"Um... Fluttershy." She glanced past him and saw three soldiers approaching, their own swords drawn. "Behind you." She grabbed her spear and jumped to attack.

Scar grabbed the black sword and turned, closing to attack as well.

...

Diane watched as the Destroyer descended. They were not doing enough damage yet. She didn't have the bombs to take it out, and to move into position to use the cannons would place the Twilight Dawn into firing position from the Destroyer. She really did not want to have her beautiful craft blown from the sky.

The Pegasai were also being pushed back, with eight already killed and the rest having to retreat from their injures, even though they had inflicted considerable casualties.

The survivors all retreated to the Twilight Dawn.

"We... We have to retreat..." The young Pegasai limped over to the ships captain.

Diane nodded, but looked over the deck. "Wait... where is Fluttershy and Starlight?"

"I'm here." Starlight lay on his side on the deck, nearly twenty darts sticking out of him. "They didn't hit me with Wingweed. I don't think they have any, but I found it hard to fly and had to be rescued." He looked around as he struggled to raise to his hooves. "Fluttershy? Where is she?"

Starlight pushed past a few injured and looked down at the Destroyer. In the confusion of the fight, they had been separated. He could see the damage to the ship, and enough soldiers still moving about to put out the small fires.

There did not look to be any fighting.

"Fluttershy, the yellow mare that lead this attack?" One Pegasai looked into Starlight's eyes. "I saw her attack their leader, but then there was an explosion and she was gone."

Diane and Starlight paled. Had they just lost Fluttershy as well? They were still suffering from the loss of Rarity. They were still saddened at Rainbow Dash's loss as well, but were also proud that she had died showing her unshakable loyalty to not just her friends, but her hometown.

"No... we can't have lost her too..." Diane's mane had finally regained it's poofieness, but suddenly deflated. "Not Fluttershy."

"There's one of there little ships heading this way." A Pegasus pointed down below.

Diane tilted the ship slightly so she could see. Her eyes brightened as she spotted Fluttershy.

But she was accompanied by an Earth Pony.

He was piloting the small jumper like he knew what he was doing. As he got close, Fluttershy waved.

"I'm ok. This pony saved my life. He's ok."

Diane nodded. "Ok." She called back. "We're all worn out and their ships are damaged. Let's get out of here."

...

Cloud City.

Diane had to remain on the Twilight Dawn as medics took care of the injured.

The new Pony, Lightening Scar looked dead serious, and kind of scary, what with all the jagged black scars all over him. At his side he wore a sword that gave Diane the creeps.

Still, Fluttershy had vouched for him, that he had saved her life.

As the small ship Scar was flying landed next to the Twilight Dawn, it found itself surrounded by over fifty armed Pegasai.

"Who are you and why are you flying one of the enemy ships." The Captain demanded, walked forward.

Fluttershy stepped off the ship. "He saved me when their leader was about to kill me." Fluttershy said softly, but loudly enough for the captain to understand.

"Is this true?" He glared at the scarred pony.

"I took the blade meant for her, willingly. She drew the Sky Lance from the stone. I am her guardian till the day I die, so I have sworn, so shall it be."

The Captain looked him over. There was blood on his side, but ho injury. "You're not injured. I do not believe you."

Fluttershy stepped in for his defense again. "Lightening Scar did get hurt, but he healed really fast. He told me that his healing power was the dying gift from Princess Rainbolt."

"It is true." Scar spoke. "I was gravely injured... and I will not lie when I say it was my own spear that took her life." He did not look sad, nor did he look proud for what he had done. "She smiled at me, a kind smile, and healed me. She gave me the power to heal my wounds as fast as I can be injured."

"Impossible." The Captain stomped his hoof. "That would make you unkillable. Why would Princess Rainbolt make an enemy of ours immortal."

"I doubt I am immortal. I bleed and feel pain. I would not be surprised if I can be killed through fatal amounts of damage." He looked tight at the captain. "But I tell you this. I am no soldier of the Gaean Military any more. I am the sworn guardian of the Sky Lance and her wielder." He looked at Fluttershy.

"What is this Sky Lance?"

"The weapon I used to kill Princess Rainbolt. She transformed it with her blood and her magic into a holy weapon."

Fluttershy reached onto the small ship and picked up the magnificent weapon. "She did not curse the pony, nor the weapon which took her life." She said. "Rather, she blessed them."

The Captain narrowed his eyes at Fluttershy. "So be it. But he is your responsibility from now on."

Lightening Scar spoke again. "And as Captain of the Pegasus Air Force, it is your duty to protect all Pegasai, is it not?"

"Silence you. Be glad I do not have you cut down where you stand. You saved one of our citizens." He then nodded to his soldiers. "Still, you were a soldier of the Gaean Military, and have killed many Pegasus. We will leave it to the Council to decide your fate."

"No." Fluttershy stepped forward. "I can't let you hurt him."

"How many Pegasai do you think he's killed? He admitted to killing the Princess Rainbolt."

"Because I was ordered too. How many Gaeans have you killed Captain? How does that make either of us different from one another? We were both following orders, that is all. I harbor no dedication or loyalty to any but the barer of the Sky Lance, the Holy weapon of Princess Rainbolt."

The Captain sighed. "Fine. Here is your punishment. Tell us how many Pegasai you have killed, and we will stab you the same number of times. You say you can heal from any wound, correct?"

"I do not know the full extent or limitations of my healing, but I will gladly accept this punishment if it gains some measure of... lessened hate. I have killed a total of seven Pegasai. Eight if you include the Goddess of Lightening, the one who tore Cloudsdale asunder in her rage which in turn killed over fifty Pegasai prisoners."

The Captain scowled. "Seven stabs to the chest. Try to avoid the heart, but make them as painful as possible."

...

Fluttershy had forced herself to watch Scar as he was punished. The soldiers who stabbed him with their own swords did so almost with great pleasure, slowly pushing and twisting the blade into him.

But finally, after the seventh stab, from which he healed instantly, the Captain seemed satisfied.

Scar had hardly flinched while he endured the punishment. It was still evident in his eyes that it was very painful.

Fluttershy approached him finally. "Are you alright?"

"I will survive, if that is what you are asking." He looked at his ward. "I cannot walk among the clouds... so I will have to make use of this Jumper, or to protect you from the ground.

Fluttershy smiled. "Thank you. I have to go check on Starlight now."

"Understood Lady Fluttershy." He took the controls and descended into the clouds.

Fluttershy tucked the spear that was just a few inches longer than she was from nose to flank, under her real wing. She then hurried off to see her friend.

...

The Carriers landed in the fields just outside the largest burning town. More soldiers than could easily be counted emerged and started setting up an encampment, seeing as they could not simply take over the now burning town.

Soon, the word of the High Commander's death spread like wildfire.

Many of the soldiers wondered what they were going to do now without official leadership.

The Captains of the three ships and the one Commander all met aboard the moderately damaged Destroyer were all that remained of their leadership.

"Commander, what are we going to do now?" The Destroyer's Captain asked.

"Do not worry Captain Mint Tea." The Commander said as he paced back and forth. "We still have our standing orders to kill all those who escaped from Equestria."

"We have, maybe a thousand troops in total. The Crossing and that ambush cost us far too much. We are the ones who are now outnumbered."

"Then we have to simply strike from the shadows." He grinned. He was now the top dog here. He was in command. He liked how the power felt. "We will become the monsters that attack at night, killing here and there. Hit and run. We will weaken them little by little until more troops arrive."

"You've sent message back already?"

"Yes I have Captain. It may take up too six months though. We'll just have to do what we can till then. Hunt and kill, that is what we will do. A family here, a small group there. Soon they will begin dwindling in their numbers till they are all gone. This world will be free from the Pegasai and the Unicorns. Even the Earth Ponies who do not become slaves will be slaughtered." He glared at the three Captains. "Are my orders understood?"

"Yes Commander Sweet Heart." All three saluted.

(I really hate my name sometimes...)

...

They were a small group who had run from their farm, leaving it to burn. They felt sadness, knowing that the enemy had followed them to the new land they had come to call home.

Now, again they had to run for their lives.

There were only five of them, simple farmers, mother, father, a daughter and two sons.

They had set down to rest for the night.

"Get your rest. We have to be up at dawn and keep moving."

"Yes Father." The younger ponies nodded and lay down on the ground. They were all warn out from traveling and fell asleep quickly, all but the father. He stood guard.

He did not see nor hear them coming till it was too late. He was grabbed from behind, a gag over his mouth. He hit the ground, looking up to see the monsters. They were shaped like ponies, but were wrapped in hideous cloaks, made from other skinned ponies. Their faces were also masked by the faces of other ponies they had killed.

He didn't get to scream as he was butchered, knowing that his family would soon follow.

This scene was repeated every night all across the land. Small groups of stranglers were being picked off one at a time by what looked like horrible monsters. A few earth pony survivors escaped (were allowed to escape) to spread the fear among other groups.

Fear and panic soon began to spread like a disease.

Sometimes it would be the 'survivor' who would strike at night, killing. This started to spread a distrust among the others, not truly knowing if they could trust strangers they came across.

More than a few times an innocent earth pony was killed, believing he or she might be an assassin or a monster in disguise.

The news spread till it reached a small group of close friends.

...

Twilight frowned as she read a report. "They're not using the same tactics they used back in Equestria." She looked at all her assembled friends.

Even Fluttershy and Starlight were present, along with the unnerving Lightening Scar.

Scar frowned slightly. "They are spreading fear and distrust among the ponies who are trying to reach the safety of the mountains. They are no monsters, just Gaean soldiers."

Diane sighed. "What can we do though? Ponies are spread everywhere. How can we let them know it's not really monsters?"

"There's little we can do." Dawn spoke. "The only thing I can think of is to try to get the Equestrians to gather into larger groups where they should be safer."

"Safety in numbers?" Applejack tapped her metal hooves on the deck. "Ah don't know. Ah've been hearing that most don't trust anypony they don't know and have been avoiding each other." She pulled a few more notes from her saddlebag. "Ah've found at least half dozen groups that have been killed, a total of forty ponies. I haven't found a single sign that any of them were Gaean soldiers."

"We can't let this continue." Starlight frowned. "They're destroying the one thing that bound us together. Trust."

Twilight nodded. "We need to get them to trust each other. If we are to stand a chance to survive." She sighed. "But I have no idea what to do."

Spike held up a hand. "We can ask the Pegasai for help."

Fluttershy shook her head. "I'm sorry, but the Council doesn't want to get involved. They're even planning on moving the City to where it cannot be reached, and they're trying to gather all Pegasai into the city."

"If there was only some way..." Dawn frowned.

"Maybe if they had a single leader who was understanding of the plight." Scar raised an eye. "One who was able to understand what was going on." He glanced at Fluttershy.

"Oh no, I could never be a leader."

"Who lead the Pegasai when they attacked the sky ships?" He kept his eyes on Fluttershy.

"Um... I guess I did..."

Twilight nodded. "From what I heard, you were able to delay the attack long enough for most ponies to escape. Those Pegasai listened to you Fluttershy."

She shook her head. "But... to lead all the Pegasai? I don't think I'm that strong."

"You are stronger than you think." Scar spoke in his usual stern voice. "You are the one who had killed not one, but two High Commanders. You bare the single most powerful weapon among the Pegasai, the Sky Lance."

She looked at the beautiful weapon she had strapped on her back. "I don't know."

Twilight smiled at her friend. "You are well known among the Pegasai. They all like you. I'm certain you can convince some ponies to spread the word that this is not the work of monsters, but of soldiers trying to make us all distrust one another."

She hung her head a little, but Starlight nuzzled her. "Fluttershy, I believe in you. We all do. We have to try if we are to survive."

She lifted her head and nodded. "I... I'll try."

"That's all we can ask."

...

Fluttershy, accompanied by Starlight, entered the council chambers. She took position at the speakers podium.

"Council of Cloud City, I am here to request aid. We must send messengers to all Equestrians. The Gaean Army is attacking, spreading fear and rumors of monsters and distrust among those who cannot fly. Many innocent Earth Ponies are being killed because they are just that, Earth Ponies. The Gaean Army is threatening to tear us apart, by making us tear ourselves apart."

She waved a hoof, pointing at all the council. "Look at ourselves. Are we ready to abandon the Earth Ponies and the Unicorns? They are our friends, neighbors and families. How many of you can find friends, family, and loved ones among them?"

The nine members of the council looked from one another, and slowly hooves were raised by all of them.

"Think about them. Their own friends and families that are being killed, not only by the Gaeans, but because of suspicion and the spreading distrust." She placed down a large bundle of scrolls from her saddlebag. "These are reports, over a dozen that we have heard about, of our own Equestrians killing fellow Equestrian Earth ponies, just because the Gaeans are the same."

"And what do you suggest we do about this?" One council member demanded.

Fluttershy leaned forward. "We have to unite all Equestrians together, to fight back against these fear tactics before it becomes a cancer that causes our downfall. What will we do if we, the Pegasai, become the last survivors of Equestria? What will we do if the Gaeans come for us again in their ships, with their poisons and their weapons?"

"We are going to move Cloud City to where they cannot reach us." Another council member spoke. "We will vanish so far into the mountains they will never find us."

"But what about the other ponies?" Yet another member spoke. "We can't just let them all die while we hide ourselves. We have always needed each other for survival. They grow the foods we Pegasai eat, and we provide the weather to help those crops to grow."

"I agree." Another member spoke up. "We need each other."

"No we don't." Yet another council member, he sounded quite gruff. "We are more than capable of growing our own crops. We have the knowledge and the skill to do so."

"Yes, I agree. Our brethren who have been disfigured, who have no wings and have survived the depression would be happy to be able to help us survive."

Fluttershy wanted to scream. This was getting nowhere, fast. "Then why do we not put it to a vote? For or against uniting all Equestrians? We were one nation before. Why should we become a separate nation? We can all help each other, as we always have."

"Fine, we will vote, after deliberation."

Fluttershy left the chambers, sighing, her head hanging low. "I hope this is the right thing to do."

"Out of all the survivors, we Pegasai number not even half the unicorns. Over two thirds of our total population are the Earth Ponies. I agree that we really need them, but I do not know how the council is going to vote..."

"We can only hope for the best."

...

Fluttershy could only stare in disbelief. The council had voted nine too zero against sending help.

"How can you do that?" She demanded to know.

"We have all agreed that for the Pegasai to survive, we have to separate ourselves from all others. It was not an easy decision."

"But, all of you agreed to it. How could you?" She slammed her hoof against the cloud floor. "You're leaving all the other ponies to die."

"If that is their fate, then so be it."

Fluttershy narrowed her eyes and walked to the very center of the floor. She pulled out the Sky Lance and thrust it into the floor. It stayed where thrust. "No. This is not acceptable."

"It is decided."

"No it is not." She screamed. "You are only thinking of yourselves, trying to create your own kingdom ruled by you. I will not allow that."

The spear sparked, small bolts of rainbow energy flashing about the room, almost as though it were reacting to Fluttershy's anger.

"Who are you to tell us what we can and cannot do?"

"Who am I?" She flapped her wings and hovered in the center of the chamber. "I am Fluttershy, the barer of the Element of Kindness. I am the dear friend of Princess Rainbolt, the one who sacrificed herself so that all Ponies may have a chance to survive."

The rainbow lightening started to gather around Fluttershy.

"Am I the only one in this chamber besides Starlight Bolt who wishes for all ponies to be saved?"

"We don't want them to all die off either, but..."

"SILENCE!" Her voice cracked like thunder as all the lightening coursed into her, her form changing.

"P... Princess Rainbolt?"

"I am Princess Rainbolt." The powerful form of the Alicorn coursed over Fluttershy's smaller form. "You, the ruling council of the Pegasai, are cowards. You are not worthy of remaining in power."

"We do not recognize you in any position of authority. You are a self named Princess." The loudest member of the Council yelled. "You are not Princess Celestia or Princess Luna. If anything, you are just a ghost with no power here."

"No power?" Rainbolt was about to reduce him to a fine dust with a bolt of lightening when Fluttershy's gentle voice spoke.

"Princess Rainbolt? Please, don't harm them. They are only fearful and do not understand the truth." She was linked with Rainbolt at this moment and could feel the Princess's connection to Celestia and Luna. "They wish to hide away and deny all other ponies. While I do not agree, neither you nor I are in positions of power."

"If they will not listen to me, then I know they will listen to my two elder sisters."

"Princess Celestia and Princess Luna are both dead."

"No they are not. All three of us are very much alive."

"Then where are they?"

"Watching, waiting." Rainbolt's anger seemed to calm down, much to the relief of the Council. "But if you wish to hear their words, then what is needed is the weapon that killed them."

"Where can we find this weapon? It must be in possession of the Gaeans."

"No. It is here, held by a dear friend of mine. Her name is Applejack."

"Why would she be holding the weapon that killed the Princesses? Is she the one who killed them?"

"No, she is not the one who killed them. That act was done by High Commander Blackmourn. He in turn was slain by Fluttershy. Fluttershy has also slain the High Commander known as Shadow Mane, the one who brought to us this new invasion." Rainbolt relaxed a little more. "Fluttershy was once the most shy of all ponies I had ever met, but is also the bearer of the Element of Kindness."

"What does that matter?"

"I will say nothing more till you have heard the words from my sisters for yourself..." She faded away, flowing from Fluttershy and back into the spear.

Fluttershy landed gently and looked at the Council. "Your decision to hide will wait till you have heard the words of Celestia and Luna." She then left the chamber again, Starlight following.

"You were so brave in there." Starlight hugged Fluttershy.

She nuzzled him gently. "Only because you were there, and also because of Princess Rainbolt." She smiled. "We need to go get Applejack."

...

"Y'all want me to do WHAT?"

"Just walk into the council chamber and draw your sword." Fluttershy replied.

"I ain't crazy on this here idea."

"Yea, I was the crazy one."

"Shut it Diane. Ah just dun feel right doin this."

Twilight walked next to Applejack. "You'll be ok. I'll cast the cloud walk spell on you."

"That ain't what's botherin me. It's the idea of drawin a weapon in front ah th' council. Ain't there guards in there?"

"No, but there's plenty of guards all around the place." Starlight replied. "But they're also expecting you."

"What in tarnation ave ya gotten me into." She sighed and glanced at Twilight . "Go 'head an zap me. Ah guess I gotta do this."

...

Applejack entered the council chambers. She tried not to look nervous as she approached the center.

Fluttershy and Starlight had been asked to remain outside during this talk.

She looked up at the nine council members. "Y'all wanna hear from Princess Celestia an' Princess Luna?"

"If you are capable of performing this act, we will listen, but that is still no guarantee we will change our vote."

"Fine, jes so long as y'all listen." She then drew the sword.

Light reflected off the blade, both silvery and golden. The light seemed to take on the forms of two ponies, Alicorn that all recognized.

"Pegasai Council of Cloud City." Princess Celestia smiled. "I am pleased to see you well. I have watched and heard all you have said prior."

"So?" The lead speaker stood. "You're dead. You're rule is over."

"I am far from dead. I am a Goddess after all. What you knew as Princess Celestia was but a proxy, an Avatar we Goddesses use to communicate. Our true forms are that of the very sun and the moon themselves. Our youngest sister, Princess Rainbolt is the very lightening and wind in the sky."

"If this is true, why haven't you just come back?"

"The amount of our energy and soul that we place into the forms you are familiar with is considerable, and it will take time to recover it. Till then, we have set the nature on its own path."

"If you could simply have done that, then why bother with ruling over us?" He grew angry. "You ruled over all ponies when you were not really needed."

"Were it not for Luna and myself, none of you would exist. We gave birth to your whole race. Would you prefer we abandon you, to let all ponies die when the cycle of nature falls apart as the magic fails?"

Luna then spoke. "If you do not wish for us to exist, to maintain the sun and the moon and the very lightening and wind itself, then we will leave this world. Within a hundred years, the magic will begin to fall apart, and eventually the sun and moon we leave behind will vanish entirely. Do you wish us to abandon our world, our children?"

"I..."

The doors burst open and Fluttershy entered, carrying the spear, and Rainbolt was hovering above it.

"Sisters, I believe we should bring this to a conclusion. Young Surprise has returned and warned us of more Destroyers and Carriers coming over the ocean. They will reach the coast within the hour, and then within hours they will reach Cloud City."

"What? It will take us days to move the city." The head speaker glared at those on the council floor. "You have delayed us, cost us greatly. Now we must abandon our new home and leave."

Rainbolt laughed. "Do you honestly think I would allow you to move the city in the first place?"

"You would have us all die?"

"No. Were I to have my way, the storms over the ocean would have torn all their ships apart. As it stands, only a handful were forced to crash into the ocean."

"That is good news."

"No really. They rescued most of the soldiers, so their numbers are still vast." She looked at her sisters. "See? This council is a bunch of foals. Cloudsdale had been far better when it had the Prince to rule."

Celestia nodded. "I agree. What Cloud City needs is a ruler who knows what is happening out there, one who is willing to use their power to show compassion, to help rid my little ponies of their fear, and to help bring them together so they may survive."

Luna looked over the council. "I see none among the council worthy of leadership."

"Oh, but we do know one who is." Celestia looked at Fluttershy. "Fluttershy, come close please."

Fluttershy did so and knelt before Celestia's phantom form.

"I hereby grant you both the title and all powers that come with it, the title of Queen of the Pegasai."

Fluttershy gasped. "Wh... what?"

"This is absurd." The head speaker roared. "GUARDS!"

The guards rushed in through the doors and windows, totaling twenty.

"Arrest those intruders and relinquish them of their belongings."

Celestia whispered into Fluttershy's ear. "We'll also throw in a little something extra."

Fluttershy stood, then floated into the air, her wings stretched out. Golden light, silver light, and rainbow electricity flowed around Fluttershy. Her form didn't change, but her mane and tail did.

It remained pink, but was now flowing just as the Princess's manes and tails.

She settled down, her eyes closed.

"Well? Arrest them."

"Stand down please." Fluttershy spoke softly, but all the guards did as commanded, moving back to a respectful distance and bowed.

The other eight of the council also bowed.

"What is the meaning of this?"

"They recognize the truth." Fluttershy turned to face him as she opened her gentle green eyes. "They do not recognize your authority, a single member of the council, no more powerful than the others, any longer. I am Queen of the Pegasai, and I will not allow our kind to abandon our friends and loved ones." She floated into the air, her wings gently flapping. "Guards, place him under house arrest. Make sure he is comfortable." She then turned to Starlight. "Starlight..."

"Please, I do not wish for any special privileges or rank."

"You already have one, my dearest friend. You always will be my dearest friend, because I do love you."

Applejack whistled. "Whoo, now ain't that great fer ya Starlight? Y'all got the love ah Royalty."

"I will stand by your side, my Queen." He bowed his head.

"We'll talk about this later... for now, Bring me the Captain of the Air Force."

...

He wouldn't have believed it if he had not seen it himself.

The Queen of the Pegasai. He had thought that such a rank could never have existed except in old pony tales.

Yet here she was, a pony he had known to be shy, gentle, and wise, and above all, kind.

"You wish us to gather as many Earth and Unicorn ponies as we can? But... we're outnumbered by the oncoming enemy fleet. It's going to be Equestria all over again."

"Not this time." She stated softly. "All ponies will be allowed to enter Cloud City. The clouds will be solid enough for them to walk on." She tapped the Sky Lance. "This weapon will allow me to command the clouds as I wish. Now, go, we have our fellow Equestrians to save."

He bowed and rushed off.

Applejack turned to Fluttershy and the three Princesses spirits. "Ah think Ah should be headin out. Th' others might be wantin ta hear bout this. An grats on becomin Queen. Ah always knew ya'd be great someday." She bowed.

"Thank you Applejack." Queen Fluttershy smiled. "Please, do not be a stranger. You and all our friends are always welcomed here."

With that, Applejack smiled once more and left.

...

"She WHAT?" Twilight gasped. "That's amazing."

Applejack had looked like she was the proudest of all her friends when she had delivered the news.

"Aunt Fluttershy is a queen?" Skywind asked. "What's a queen?"

Twilight shook her head a moment, then turned to her daughter. "Remember all the stories I've told you about Princess Celestia, Princess Luna and Princess Rainbolt?"

The filly nodded eagerly.

"She's like them now. She's the ruler of all the Pegasai."

"Really? I wanna see her." She turned and bolted, jumping off the deck of the Twilight Dawn.

Twilight and Dawn screamed and dove after her, but she was already, much to their amazement, running across the clouds toward the palace.

Dawn turned to Twilight. "Did... did you cast Cloud Walk on her?"

"No... And I didn't see her use any magic." Twilight shook her head and ran after their daughter after casting her own spell.

Dawn wanted to give chase, but he knew he couldn't run on clouds without Twilight's magic.

The others could only stare in disbelief.

"How?" Surprise gasped.

Dawn then thought for a moment. "While she was pregnant, Twilight always felt drawn to the sky more often then ever before. I think our little Skywind Dash was gifted with the power to walk on clouds... she was born in the sky after all."

Diane beamed brightly. "Wow. I wish I was born in the sky too. It would be so much fun if I could run on the clouds too."

Applejack chuckled. "Ah think ah Queen may've just made the clouds solid so anypony could walk on em."

Dawn tested this, placing a hoof on the clouds, but his hoof passed through it. "I don't think she's done that just yet..." He stared on as Twilight caught the filly and started leading her back to the ship.

Twilight was relieved as she placed the energetic foal on the sturdy deck. "Don't do that again Skywind. You scared the daylights out of your father and myself."

"I'm sowwy mommy an daddy." She hung her head, a tear in her eye.

"It's alright now." Dawn helped Twilight back onto deck. "You sure surprised us when you landed on the cloud and ran off instead of falling through."

"But all them other ponies are walking around." Skywind pointed out. "Can't you Daddy?"

"No, you see, your mom and I need magic to walk on clouds." He sighed as he hugged her close. "Just, please, don't scare us like that again."

"Okay." She hugged back. "Mommy? I'm hungry."

Twilight smiled. "Ok, let's go to the gally..."

...

Spike leaned against the railing, watching the Pegasai walk or fly by. They were looking very busy for some reason. Well, maybe because the rumors of the incoming invasion just hours away.

He sighed as he heard the radio beep. He walked over and flicked the switch. "Hello?"

"Identify yourself." A male voice spoke, and it was not one he recognized.

"You identify yourself first. How do I know you're not an enemy Equestrian." He grinned, figuring it had to be one of the Gaeans.

"I am the newly appointed High Commander of the Gaean Military, Sweet Heart. Now, identify yourself."

Spike released the button so Sweet Heart would not hear him crack up.

Diane poked her head from below deck. "Spike? What's so funny? Is it a new joke?"

"Sweet Heart."

"Aww, I didn't know you felt that way about me." She smiled.

Spike wiped the tears from his eyes. "No... Just over the radio I heard..."

"I repeat, Identify yourself. This is an order from High Commander Sweet heart."

Diane keeled over laughing so hard she was having a hard time catching her breath.

Dawn and Twilight poked their heads up now. "What the?" They both wondered.

And spike explained.

Dawn just looked dumbfounded while Twilight giggled.

"Seriously?" Diane finally recovered. "I don't think I'll be able to take him seriously with a name like that. It's so... girly."

"Sweet Heart..." Spike snickered.

Then Twilight paused. "Where did you hear about him? We've been parked here the whole time."

Spike pointed to the radio. "I heard his voice come out of that thing. I've only ever heard Surprise talk over it when she's relaying information. That little ship of hers is so fast and makes an awesome scout ship."

Dawn frowned. "Still, I really wish she'd be more careful. We don't know anything about it. The engines are far more complicated than the Twilight Dawn's engines."

"Oh!" Diane piped up. "Imagine if we could replace her engines with those ones. The Twilight Dawn was be so much faster."

"And unsafe." He replied. "Anyway, we really should get going. Twilight and I have thought up some plans on how to slow the Gaean sky ships down. We'll be needing everypony for this... and a serious gamble as well..."

"What gamble?"

"Using the Elements of Harmony..."

Spike tilted his head, a claw on his chin. "But... didn't you say we needed at least six of the elements before we could activate them?"

Twilight nodded. "Yes, and I believe I know who we can ask to wield one. Her loyalty to her father, friends, and her adopted mother has been unwavering. Surprise."

"But... she's out scouting."

"Then call her back on the radio." Twilight said.

Diane shook her head. "I don't think that's a good idea. I mean, we could hear the enemy. What's to say they can't listen to us?"

"Oh, that's no good... Let me try my send thoughts spell." Twilight closed her eyes and pictured Surprise in her mind. 'Surprise, This is Twilight. Do not, I repeat, do NOT use your radio to communicate with us. The Gaeans can listen in on our radio.' "There, I sent her the message. I just hope she got it."

...

Surprise sighed. "Great... and I just got some really bad news for them too..." She looked out the belly window, at the massive ship far below. "They need to know they've sent another Dreadnaught sized ship... Guess I'll have to go tell them myself." She then took off, glad her ship was virtually invisible in the night sky.

...

Surprise landed in a field near Cloud City. She had flown by and let them know she was here. She was glad this ship could take off and land vertically, seeing as there was no level length of road to take off or land on.

She emerged from the small craft and watched as the Twilight Dawn descended from the city above.

Once the craft was only a few yards off the ground, the ramp came down, followed shortly by everypony but Spike (who was at the helm for the moment).

"Surprise, did you get my message?" Twilight asked.

"Yea I did and it really surprised me and good thing you warned me. But anyway they have another Dreadnaught sized ship coming though it's still a ways out from land though, and the rest of the recently arrived ships are just waiting." She took a moment to catch her breath. "Also, there's a bunch more of those Destroyers and Carriers with it as well."

"This is not good..." Dawn looked at the rest of the group. "We have to warn Queen Fluttershy."

"Queen Fluttershy? Wow, I really missed something HUGE... Anyway. They're most likely going to have thousands of troops now, and hundreds of their small Jumpers. What are we going to do?"

"We are going to try something really dangerous..." Twilight sighed. "We are going to use the Elements of Harmony... All seven of them at once." She looked at a confused Surprise. "You are going to have to try to use the Element of Loyalty."

"Who's going to use the element of Generosity?" Surprise asked.

"I don't know yet... we have to find the most generous pony we can find and hope they can use it."

Applejack, silent till now spoke. "What 'bout Starlight? Ah hear he's really generous with 'is time an' money. He's always helpin out with trainin the Pegasus an' stuff like that."

"It's worth a shot..." Twilight boarded the Twilight Dawn. "Wish us luck."

...

Fluttershy was feeling a little uncomfortable in her new roll as a Queen, but was doing her best. The eight former council members, along with Starlight were helping her in any way they could with whatever advice they could give.

She was almost relieved when Twilight entered the former council chamber that now served as her throne room.

"Twilight?"

"Greetings Queen Fluttershy." She bowed, feeling odd that she was doing so to one of her best friends. "I've received dire news..."

...

Fluttershy had listened to the news and paled. She did not want to do this, but she saw no other recourse.

To this end, she had joined everypony else on the Twilight Dawn and was heading toward the now visible fleet of Gaean ships.

Starlight stood next to her, now wearing the Element of Generosity. He said that it somehow felt right when he put it on.

Surprise had said the same thing when she donned the Element of Loyalty.

With all seven Elements together, they headed forward.

Twilight had left Skywind back in Cloud City under the watchful eye of the Queens advisers. She did not want to place her baby in such danger.

Diane was at the helm. "Are we ready? Everypony hang on. Time for the Shiny Red Button."

She hit the button and the ship changed to its high speed mode, then took off.

As they neared the fleet, they could easily make out the Dreadnaught. Its name was clearly painted on the front.

Leviathan.

Twilight took the front and center position, with three ponies on either side of her. "Okay, let's do this before we're in range of their weapons..." She hoped they would have the range needed.

Together, they all focused on the power of the Elements.

Brilliant light gathered into Twilight's crown, her eyes blazing with white light.

...

"High Commander! There's some bright light heading toward us."

"What is it? Can you identify it?"

"We spotted the Twilight Dawn, but suddenly it was surrounded by the light. It may be some new weapon. Most likely Unicorn Magic."

"Unicorn magic?" He grinned. "Very well. Retract the balloon and activate all flight systems. Raise the shield magics. Have Destroyers Four and Six take point"

"Yes High Commander."

The balloon deflated and was retracted into the holding bay. Ports opened, revealing jet engines which kicked in, keeping the ship afloat. A shimmering bubble of light surrounded the entire ship.

The Destroyers did as commanded, not really understanding this order.

...

Once Twilight felt the magic was fully charged, she took aim and released it. Rather than a ribbon of rainbow light, it was a massive surge of rainbow energy. It tore toward the Leviathan with impressive speed.

The two Destroyers were hit directly, each ripped into pieces in an instant and absorbing a large amount of the attack.

The shields took the rest of the attack, rocking the entire massive ship, but they held.

...

Twilight and the rest fell to their knees. They looked up and saw the black smoke, but before they could cheer, they watched the undamaged Leviathan fly through.

"Oh no..." She paled. "We failed."

"What are we going to do now?" Surprise gasped. "I don't think we have what it takes to do that again anytime soon."

Diane dragged herself back to the controls and turned the ship around. "We have to retreat... They're launching their Jumpers."

Applejack looked at Fluttershy, the only pony who had not actually fallen to her knees. She simply stared at the massive ship. "Sugercube? Y'all ok?"

"I think we should try to lead them in another direction instead of retreating back to Cloud City. The Pegasai are trying to move the city as we speak. If we can give them even a few more hours, they might be able to give it enough momentum to make all the difference."

Starlight looked at Fluttershy. "Just a few hours? Are you sure that will be enough? They said it would take days to move the city into the deep mountains."

"I know..." She frowned. She had been hoping to solidify the clouds in order to take on as many Earth and Unicorn ponies as possible before moving the city, but it looked like there would be no choice now. "Starlight, stay here. I'm going back to the city as fast as I can to try to help."

"I understand. I wish you the best of luck." He nuzzled her gently before she took off.

"Ah hope the darlin makes it." Applejack frowned. "Ah hope they all make it."

Diane nodded. "So... all we gotta do is distract them a few hours? That shouldn't be so hard. They're already chasing us."

Twilight looked back and frowned. "Not good enough... Only half the destroyers are giving chase. The Leviathan, Carriers, and rest of the Destroyers are all headed toward Cloud City."

"Then we just have to get the rest of their attention." She grinned and pulled up, making a sharp turn back toward the main fleet.

"Diane! Are you crazy?" Starlight cried.

"They have no weapons on top of their ships. We can fly over them. Their gliders can't reach us, and the Jumpers are no real threat when we're in fast mode." Diane licked her lips and pushed the ship to its top speed.

"We're all going to die..." Spike frowned. Still, he strapped himself to the rear railing along with his rifle. He made sure it was already loaded.

"Twilight, can you make it look like there's more than one of us?" Dawn asked.

"I can try." She concentrated, making use of the special disks that had been installed on the Twilight Dawn.

The ship suddenly looked like it went in two directions at once for a moment. They looked over at the mirror image of themselves.

"It's not perfect." Twilight frowned. "But as long as my concentration is not broken, I should be able to maintain it."

"Let's just hope it drawn enough fire away from the real us." Diane said to nopony in particular.

As they flew over the Destroyers that had been chasing them, dozens of Jumpers were launched and started giving chase.

The small craft were not as fast, which was something they were grateful for, still, they could see the Carriers starting to deploy many more Jumpers.

Dawn narrowed his eyes. "That's a lot of Jumpers..." He checked his dart launcher to make sure it was loaded.

Diane closed, and noticed each of those Jumpers were carrying five soldiers instead of three. "Are they thinking they can board us?" She grinned and flew right for the incoming swarm of smaller ships. The illusion matching all their movements.

The Jumpers swerved out of the way of both ships, not wanting to be rammed. Still, as the ships passed by each other, some of the soldiers jumped off and tried to land on the ships.

The four who tried for the illusion ship fell through it, plummeting toward the ground.

Six managed to land on the deck, all armed with dart launchers and swords.

Diane took aim with her custom launcher and fired, scoring a direct hit on one soldiers head. The small explosion took half his head off in a messy spray of blood, bones and brains.

Surprise rose on her hind legs and attacked with her leg blades, parrying the sword from a solder with one, and disabling his launcher with the other before he had the chance to fire it.

Dawn hammered his hooves into his target, shattering his sword and face.

Applejack attacked with a combination of front hooves, a hind kick, followed by a sword swipe. She took out three solders with that combination.

The final soldier took aim at the immobile Twilight Dawn and fired his dart, hitting her in the neck.

She winced and yanked the dart out with her magic. She then felt a little dizzy, but not tired. That had not been a sleep dart. Still, her concentration was disrupted and the illusion vanished.

Spike took aim at the pilot of the nearest Jumper and fired, scoring a forehead shot.

The small ship spun out of control, crashing into another one and both went down. Still, that was only two out of many.

Over a dozen spears flew at the ship, most hitting the side and doing almost no damage at all.

Twilight tried to use her magic to fire the cannons on one side, but it fizzled. She suddenly became worried.

Dawn delivered a rear buck on the last soldier that made Applejack grin. "Y'all got a job anytime once this is all over an' we get our orchard growin."

"I'll keep that in mind." He frowned as another wave of ships flew past. "Twilight, why aren't you firing the cannons?"

"My magic... I got hit with a dart and my magic isn't working now." She tried again, and this time two of the four cannons on the right side fired, scoring one direct hit on a Jumper. The second shot hit one of the gunners.

Another wave flew past and more soldiers jumped and boarded the Twilight Dawn.

Things were not looking good now.

Diane flew directly over the Leviathan at this point and released the spike bombs.

They flew perfectly toward their target, but were deflected off harmlessly by some odd barrier.

Twilight saw this. "They're using magic shields? How many Unicorns did they have to hurt to create that powerful magic?" She frowned. "We're seriously in for the fight of our life... not unless there's some miracle..."

...

The Everfree Forest.

A lone pony, white with black stripes walked along a river. She paused as she spotted something. Something that was a bright lavender. She picked it up with a hoof and recognized it instantly.

Twilight Sparkle's horn.

Zecora smiled and turned back into the forest. She was going to perform a miracle.

It only took her minutes to travel through the forest, knowing all the tricks and hidden magicks really helped her a lot.

She arrived at an ancient site and entered it. She walked to an ancient device and place the horn upon it. Without a word, she cast a spell, her zebra magic activating the machine.

The horn then vanished.

...

Dawn was standing over Twilight, staggering to keep his balance. three darts had hit him. Surprise was fighting two soldiers at once, and she too had been hit. She was having a hard time even standing now.

Applejack was fighting like a pony possessed, but she was starting to wear down from dart strikes and blade nicks.

Spike had been knocked out from a single dart before he could load a second shot into his rifle.

Diane was slumped over the helm, somehow keeping the ship flying in a strait line, out too sea.

Starlight, being immune to the sleeping poison, had already taken to the air and was trying to disable as many jumpers as he could. He knew it was hopeless to try to take them all out, but made good use of the balloons to keep them from firing those deadly spears at him.

Dawn fell to one knee, struggling to stay awake.

He didn't know what happened next, but his forehead suddenly felt like it was trying to rip itself open. He screamed, causing the soldiers to all back away from him.

Dawn became aware of a strange sensation, a surge of magical energy that had long been dormant within him came to life. He screamed again, causing a shock-wave that spread out from him.

The Element of Love on his chest flared as well, reacting to all the other Elements.

...

Fluttershy was not yet at the city when she felt her Element of Kindness react, as well as the Sky Spear. She turned to look back toward the battle in the far distance. A brilliant light shot out from both her Element and Spear, flying back toward the battle. She felt the warmth of the light, and she instantly thought of her love for her friends and for Starlight. She smiled and poured her heart into the power released.

...

The same was happening to all the elements, releasing light into Dawn's forehead.

Applejack's sword was reacting the exact same way as Fluttershy's spear, flaring with gold and silver light.

Then it happened.

Emerging from Dawn's forehead, from the center of the lavender six point star, came a horn.

He could feel the magic within him. He grinned and channeled it all into the Element of Love, then released it in a spherical shock-wave

It had no physical impact on anything, but the emotional effect was immediate.

Soldiers and friends stopped their attacks alike, suddenly feeling something in their hearts.

A peaceful warmth.

The soldiers looked at those they were attacking and lowered their weapons.

"Wh... what were we doing? Why are we fighting with other ponies?" One soldier asked.

"I... I feel like a whole lifetime of hate has just vanished." Another spoke.

"Why did we hate the Pegasus? They're all born with wings. It's their born right to fly, and Unicorns... they are born with magic."

They all started to realize this hate they felt had no point, and all suddenly realized the truth.

The shields had no effect on this wave of a wave of emotions.

Sweet Heart shook his head, suddenly realizing that he had been fighting not for his beliefs, but for the beliefs of the greedy and selfish few. He looked over his crew. "Send the order to all ships, stand down."

"Yes High Commander." The communications officer smiled, feeling strange, but warm.

The feelings that had suddenly awakened in every pony in the sky caused the battle to end, right then and there.

...

Fluttershy had watched the massive sphere of pure light engulf the whole battle, and spread till it washed over her. She turned to watch it continue spreading till it even engulfed all of Cloud City.

...

On the ground, many ponies were fleeing, or hunting those running when the surge hit them.

All thoughts of violence and hatred vanished instantly.

They all looked toward the source of the light, a brilliant star of light high in the sky. It radiated with all the positive aspects of the Elements of Harmony.

...

Dawn opened his eyes. Floating before him were nine distinct lights. He blinked as the light started to fade away. He watched as five of the lights flew back to the Elements close by, and another flying toward Cloud City, or rather, Fluttershy.

The other two shot off in two different directions, one south, and the other to the east, over the mountains.

Had he just seen two unknown elements?

Then he felt faint and collapsed from the exertion.

...

Zecora smiled softly. Her body starting to fade away. She had already known the price for using this ancient machine. Her own life force. But the wish she had been granted, she knew had come true.

She had wished that the horn of Twilight Sparkle return to where it belonged. She had no idea that it was now part of Dawn Glimmer.

...

"Is... is the war over?" Starlight landed on the deck, looking at the soldiers. He felt no resentment for them.

"It's over." A soldier said, dropping his sword. "I think we've all realized the futility of this war and the selfishness of our leaders."

Starlight smiled as he took over the helm. He could only hope that this light of love had reached all the way to Gaea...

Everypony was feeling the same way. They hoped that this war would be over, forever.

...

The End?...

Chapter 7

Love and War

After Effects and a Prelude to Hopes and Dreams

...

The Elements of Harmony, channelled through the Element of Love had had a profound effect on all in the New Land.

Former enemies, the Soldiers from Gaea, had their eyes and hearts opened to the truth they had been blinded to for generations. They abandoned all their hatred for these Equestrians, and saw they were no different from the ponies they sought to once wipe out.

These soldiers were accepted as the ponies they were, and spread out among this population. Many of these soldiers were shocked when their warlike cutie marks vanished, eventually to be replaced by new ones that showed their true talents.

Artists, farmers, teachers, healers and more were appearing day by day. Peace spread through the New Land like a warm spring wind.

With nearly 70% of Gaea's military no longer wishing for war, the still active Gaean forces were forced to retreat to their own land, leaving the now devastated Equestria to those Equestrians who had survived.

Over the next year, sky ships started to return to Equestria, bringing not only former soldiers, but Equestrians back home to rebuild the wonderful kingdom.

These ships, once brimming with weapons had been stripped down to become passenger and even merchant ships. With their reduced weight, the could travel faster, and soon ponies started to live in both lands, separated only by the sea.

Peace reigned once again.

...

It took nearly ten years for Equestria to recover, but those who had returned did all they could.

The Equestrians who had been left behind in their homeland took more time to learn to trust those who came back, but in time, they saw the truths.

Families were reunited and new ones were created.

Through magic, Unicorns who had lost their horns had them restored, as well as Pegasai with their wings.

Yes, peace was good.

...

The Leviathan, once a powerful ship which brought nothing but fear, found it's ability to fly gone, as it used enslaved Pegasai and Unicorns to keep it in the sky and shielded. With them freed, the ship was brought to the ground.

Rather than tearing it apart, on the site it had landed, a city began to spread, with the ship itself being converted to a castle where a new council was formed to rule what was now being called Newland.

The remainder of the once military sky ships became a regular means of transportation across the land, as well as a means for ponies to freely travel between Newland and Equestria,

With these two pony nations growing stronger and stronger, the fear of Gaea ever attacking faded into nothing. In fact, trade relations were opened with this land as well, which started a change in Gaea itself.

Ten full years after the end of the war, all three nations were now at peace.

Gaea was now united under a new council, one that sought peaceful relations with Equestria and Newland. The old laws were stripped apart and thrown away, along with old hatreds.

The Pegasai and Unicorns even began to reappear in Gaea. This brought in a change over the land itself. Once quite barren and harsh, the newly controlled weather helped to revitalize the land, bringing in farmers and other crafts and trades.

Yes indeed, peace was far better than the hatred of war.

...

The main event which caused the war to end opened up a lot of questions.

Dawn Glimmer had been the only one to see them, the two unidentified Elements which had appeared and given him the power to end the war.

Twilight Sparkle dove into studying and researching, but still focused on her growing family.

Three Daughters had been born to Twilight and Dawn.

Skywind Dash, a Unicorn with the talent to run on clouds.

Sunshine, born a year and a half after Skywind, an the moment the sun rose during the Summer Sun Celebration, and Moonlight, born at midnight of the Winter Moon Celebration a year and a half later.

Queen Fluttershy and King Starlight Bolt were blessed with a son, whom they named Silver Star.

Applejack had met and fallen for a former soldier, one Sweet Heart. They built a new apple orchard and were also blessed with a son, named Apple Heart.

Finally, Diane also met a former soldier, a pilot from the Leviathan itself. His name, Cloud Breaker. They were blessed with a son they named Cotton Candy.

It would be this new Generation that would ultimately discover the new Elements of Harmony. But this is where Love and War ends. Hopes and Dreams will continue on in a new story, one free from war, but filled with the magic of friendship, with hopes, and dreams, and adventure.

...

The End.

Chapter 8

This was indirectly requested by Wageofwar on Fanfiction.net.

This is a short side story based around Sweetie Belle, after she learns about the horrible death of her sister. I kind of did forget to include what happened to her in the main storyline.

This is actually the first in a number of short 'addon' stories that I will be writing as part of my Love and War fanon. They may not be written in chronological order, but mainly in response to requests from those who enjoyed the story, and are wondering what happened in some of the 'time-lapsed' scenes.

...

Love and War

Apple Belle

...

It could not be true.

Her sister, her only remaining family member...

Rarity was dead.

Not slain at the hoof or weapon of a Gaean soldier... but by the magic of one who was supposed to have been her best friend.

Twilight Sparkle had murdered her beloved older sister.

Sweetie Belle had run all the way back to the small house the Apple family was currently calling home, crying all the way. She ran past Granny Smith and into the small room she shared with her friend Apple Bloom.

She dove onto the straw pile she currently called a bed and buried herself under her potato sack blanket.

She hated Twilight. Hated her so much, but knew she could never get any form of revenge on her. Her magic was barely enough for her to manage simple tasks, like lifting pencils, or food to her mouth.

She heard the soft, yet heavy hoofsteps she had come to recognize as Big Mac's. She poked her head out, tears streaming down her face. "Why?" Her normally sweet voice cracked. "Why did Rarity have to die? Why did... Twi... Twi..." She tried to say the name, but it would not come. "Why did that witch have to murder my sister?"

Big Mac was not certain exactly what had happened. He had not been able to go see his own little sister yet, but had heard she had come back alive and well. "Now now." He walked over and sat next to the tiny filly. "Twilight ain't no witch. She's just real good with that magic stuff. Ah dun know what happened. If'n ya like, I can accompany y'all back over to their place an' we can sit down an' talk it out."

"No. I'm never talking to that evil murderer ever again." She rolled onto her side and pulled the blanket over her head with her magic, not even noticing she had done it.

Big Mac sighed and left the room. He looked back at the poor filly and shook his head. The poor thing.

...

Sweetie Belle had dozed off, having exhausted herself from crying, but the sound of Applejack's voice woke her up. She slipped from her bed, the blanket still wrapped around her shoulders and covering her body.

She peeked out the door and saw the orange pony. Apple Bloom was with her, staring at those strange blue metal legs.

"Can Ah get a pair ah them? They look really cool." Apple Bloom asked, youthful energy all about her.

"Ah dun think so Apple Bloom." Applejack shook her head. Sweetie Belle could she looked absolutely miserable, her eyes dark from lack of sleep, and the dark stains under her eyes. "Now, Ah just wanna be left in peace fer a while. Ah just lost one ah mah best friends."

Apple Bloom hung her head, her ears drooping. "Ah sorry Applejack, ah really am." She then spotted Sweetie Belle. "Oh Sweetie Belle..." Her face fell even more as she approached the door.

"Sweetie Belle?"

"What." Her voice sounded dry and weak.

"Ah really sorry 'bout Rarity."

Sweetie Belle turned and dragged herself back to her bed and lay down.

"Sweetie Belle?"

Silence.

"Aww come on, please? Can we just talk? Ah find talkin' always makes me feel better."

Mumble mumble.

"Sweetie Belle?" Apple Bloom prodded her friend.

Sweetie Belle curled into a ball. Mumble mumble.

Poke poke, nudge nudge.

"Leave me alone..."

"But..."

"Leave me alone so I can die and be with my family again."

Apple Bloom looked shocked. She frowned, but then gained a determined look on her face. "No."

A bloodshot eye peeked out from under the blanket. "I said... I just want to die. I miss Mommy and Daddy. I miss Rarity."

"Ah miss mah ma an' pa too you know. They died when I was only three, but ah still remember them. Ah never gave up."

"That's because you still have your family."

Apple Bloom stopped right there. She hung her head. She did still have Granny Smith, Big Mack and most of Applejack. She just turned and left the room, her own tears starting to fall.

Sweetie Belle closed her eyes and wished she would die.

...

Sweetie Belle refused to eat dinner, and breakfast the next day. She even refused to drink anything.

The Apples were very worried for her. They had to think of something or they would loose her as well.

Applejack returned to Twilight's.

"Hey Twi, you there?"

"I'm here Applejack." A very tired sounding Twilight spoke.

Applejack entered the small house. She gasped at how horrible Twilight looked. Dawn lay next to her, looking not as bad, but not anywhere near good either.

"Y'all look terrible. Didn't either ah ya sleep las' night?"

Twilight shook her head. "No... I've hardly slept since..." She looked away and sobbed. "I'm a horrible pony... Sweetie Belle... I'm so sorry. It's all my fault."

"There was nuthin' we coulda done Sugarcube. Them Gaeans messed Rarity up so bad, her body an' mind. Ah mean, none ah us saw what really happened, but I know you ain't ever lied to us before."

"But... I should have tried to cure her... somehow. I... I was so scared, I acted... I just reacted. I wasn't really even thinking clearly." Twilight looked back at Applejack. "Oh Applejack... Sweetie Bell must hate me so much. I should have tried to save Rarity."

Applejack hung her head a little. "She ain't eatin' or drinkin' nuthin'. Apple Bloom told us she said she wants ta die."

Twilight hiccoughed and sobbed again. "I... there's nothing I can ever do for her..." She then seemed to shiver and her head bolted up. "Applejack?"

"What is it? Y'all got one ah yer bright ideas?"

"I know this a lot to ask... but can you... the Apple family adopt her? She needs a family more than anything now, one that will accept her and love her." She stared hopefully at Applejack.

"Ah dun see why not. Ah mean, we wus takin' care ah the lil' angel up till now." She smiled at Twilight. "Ah think this is one ah yer best ideas ever." She then turned and galloped off.

...

Concerning the current legal system, as loosely as it was currently stuck together with some bailing wire and a few pieces of old bubble gum, there was one that was pretty solid.

Every pony who had managed to reach this new land had been found and registered. There were a lot of orphaned foals, and to make sure they did not fall through the gaping cracks of the current society, adoption was strongly encouraged.

Applejack had already spoken to Granny Smith and Big Mack about Twilight's idea, and there had been no doubt at all, it was a wonderful idea.

At the small census office where everypony was listed, the mare filed for legal custody of Sweetie Belle. Applejack had no difficulty in filling out the forms, having them processed and finalized.

It had only taken two days, but Sweetie Bell was once again a part of a family. Now came the hard part.

Telling her and hoping she would accept the Apple family as easily as they would accept her.

...

Sweetie Belle lay on her bed, her breath quite shallow. She still refused to eat or drink. She wanted to join her family.

She heard the unmistakable hoofsteps of Applejack as she entered the small house. She didn't care though. One, maybe two more days and she would just fall asleep and wake up with Mommy, Daddy and Big Sister.

"Sweetie Belle?"

"Not eating... Wanna die. Wanna be with my family." Her sobs sounded dry, like she had run out of tears.

"Sweetie Belle, d'ya think ya can at least lookit me fer a moment? Ah gotta tell ya sumpthin real important."

She peeked a horribly bloodshot eye that was sunken and surrounded by horrible looking dark circles.

Applejack choked at that tiny bit she could see. She could see this filly really had truly lost the will to live, and gained the will to die.

"Sweetie Belle, Ah wanna say Ah'm terribly sorry fer what happened to Rarity. Them Gaeans really messed her up an made her attack Twilight. She dun wanted ta kill her. Twi had no choice..." She placed a metal hoof on the filly's shoulder. "But Ah can say one thing fer certain. Ya ain't alone. Y'all got a family, in us. Apple Bloom, Big Macintosh, Granny Smith an' mahself."

She held up the papers. "Sweetie Belle, y'all part ah th' Apple family now. Ah got the papers here. Ya know we all love ya like ya wus one ah our own, ya know that don't ya?"

"Paper means nothing. Leave me be to die." She pulled the blanket back over her head.

"No." Applejack stood and lightly stomped her hoof on the floor. "We dun let ah family crawl up an' die. We Apples defend an' protect an' care fer one another. You. Are. Not. Going. To. Die." She spoke so clearly, and with almost no hint of her usual farmpony drawl.

Sweetie Belle peeked back out. "But..."

"Ah ain't taken no buts from ya lil' sis. Y'all part ah this family now." She pulled the blanket off. She wanted to cry at the sight that lay curled up before her.

Sweetie Belle's ribs were visible. Her face withdrawn so terribly.

The foal, her despair was literally eating her up, stealing her life away.

She grabbed Sweetie Belle and pulled her into a gentle embrace.

Sweetie Belle was shocked at the gentleness, warmth and love in the embrace, just like Rarity would give her to make her feel better.

She felt it in her eyes. Tears as she started crying into Applejack's chest.

The rest of the Apple family entered the room. Apple Bloom was the first to join the hug. "Welcome ta th' family lil' sis." She cried happily.

Big Mac just sat beside Applejack, giving her support as she leaned against him for strength.

Granny Smith hobbled in, a smile on her old, wrinkled face. "Ah got me a new granddaughter." She sat nearby and just watched, content that the younger generation would do well.

...

Sweetie Belle may not have eaten or drank anything in only a few days, but it looked like she had not had anything for a week, so skinny she was.

She accepted a little food and water, eating and drinking only a little at a time till she started to regain some of her strength.

Three days after she was so lovingly accepted into this family, she was starting to eat normally, and by the fifth day, she was starting to look healthy again, if only a little thin still.

She swore to never let such sadness take her over again. She was now an Apple, and Apples didn't give up, no matter what.

Sweetie Belle didn't mind being the little sister, seeing that Apple Bloom was a couple months older. She had always been the little sister with Rarity, and it was something she was comfortable with.

"Um... Applejack?" She asked one day out of the blue.

Applejack turned from her chore of washing the dinner dishes. "Yea Sweetie Belle?"

"I... I don't have to start talking like you or Apple Bloom or Big Mac... Do I?"

"Ah heck no. Ya may be an Apple, but y'all will always be yer own little pony. Ah would think it odd if'n ya started talkin like us farm pony."

Sweetie Belle smiled. "I'm glad. I don't think I could try to sing if I had an accent like that."

"Ah ain't got no ak-sent." Applejack raised an eye, then smiled. "But Ah know Ah talk different than most ponyfolk." She hugged her youngest little sister. "Ah love ya Sweetie Belle. I honestly an' truly do."

"I love you to Applejack. And that's the truth." She then frowned. "I still hate that witch."

Applejack sighed. She could only hope that time would heal those wounds.

Happy ending for Sweetie Belle... for the most part...

Chapter 1

MLP: Love and War

...

Twilight Sparkle sighed as she closed the book she had just finished reading. It was all about relationships, something she was still learning about. Still, the book had sparked something in her mind. It had extensive chapters about something she had only a little familiarity, but on a scale she could scarcely imagine.

Love.

"Spike?" She called out softly. Sure, she loved Spike, but like a little brother, or perhaps an adopted son.

"Yes Twi?" The small baby dragon poked his head into the study.

"I'm going to stretch my legs for a while." She got up and started toward the door. "May you keep an eye on the Library for a while?"

"Sure thing." He saluted with a smile.

Twilight then left, smiling back at her 'assistant'.

Love.

She did love him, but there had been so much more about love in that book. She needed to know more.

Who better to talk about love with than her dear friend and fellow Unicorn, Rarity.

As she approached Rarity's Carousel Boutique, she realized she did know love. The love for her five dearest friends, the love she held in her heart for her Princesses, and the love for this town she had come to call her home.

But still, it was not the same kind of love she had read about.

She knocked on the front door and poked her head in, seeing Rarity performing her usual multitasking with her magic, while creating beautiful clothing.

"Oh hello Twilight, you're JUST in time." The beautiful, white coated Unicorn glanced at Twilight and offered her brilliant smile.

"Oh? What may I help you with?" She walked in.

"You see, there's this order I have to fill in short order, and the Unicorn I have to make it for, well, she's just about the same size and build as you are."

"Can't you just use one of your ponyacins?" She glanced at the pony shaped devices Rarity often used to create her clothing.

"Oh, yes, but this outfit is special. It needs to be designed for flexibility, and these poor things are just not that."

Twilight nodded. She knew the drill quite well and stepped up onto the podium.

"So, what brings you here?" Rarity asked as she started placing bits of cloth on her friend.

"Well... I was reading a book and..." Twilight blushed a little. "Um... I was wondering, what do you know about love?"

Rarity stopped what she was doing, her eyes going wide and sparkling brightly. "Is there somepony you have in mind?"

"Oh, no." Her light blush spread and brightened. "I was reading about different relationships, and there was a rather extensive chapter of, well, love." She tried to calm down, and succeeded, if at least by a couple shades of pink. "I was wondering... have you ever felt love?"

"Of course dear." Rarity smiled as she got back to work. "I love all my friends, my family, and I love my work. I love helping other ponies as well. Is that what you mean?"

"Oh no. I mean, like... you know..." Her blush returned.

Rarity blushed a little. "Well... as in a relationship with a hansom colt? I had once hoped I could fall in love with a certain Prince..." She scowled slightly at her memories of a certain Prince Blueblood. "But no, I have not actually experienced that kind of love."

Twilight understood. She thought about all her friends and realized, none of them were in any form of relationship with another colt... or mare for that matter.

"Now, hold still while I assemble this outfit, we'll test flexibility shortly."

...

Twilight rubbed her shoulder. Flexibility was one thing, gymnastics class flexibility was another thing entirely, almost on the level of torture.

"I'm sorry, I should have realized you are not quite so flexible." Rarity forced Twilight onto her favourite sofa and started massaging said shoulder with her hoof.

Twilight was about to argue that this was not really needed, but it actually felt really good. "Oh, right there, thank you Rarity." She glanced at her friend.

"No trouble. I'm so happy you helped me, but I feel terrible I couldn't help you."

"It's alright Rarity." Twilight smiled as Rarity finished. "I'll just have to make observations of other ponies."

"You could always stop by Sugar-cube Corner and ask the Cakes. They're been together for many years now."

Twilight lit up a bit. "That's a wonderful idea. Thank you again." She smiled and headed out.

...

Pinkie Pie was tending to the counter, and looking amazingly bored as Twilight entered.

Upon seeing her friend, the pink pony suddenly brightened up. "Hiya Twi." She bounded over and greeted her friend. "Are you here for some cupcakes or some pie or some muffins or some cake. Oh, I know, you're here for..."

"Pinkie!" Twilight spoke loudly enough for her friend to hear over her incredibly energetic and cute rant about baked goods.

"Yes?" She tilted her head a little and blinked a few times.

"I was wondering if Mr. And Mrs. Cake are in." She could hear no sounds coming from the kitchen, which was a little odd.

"Oh no, they went to some bakers convention in Canterlot for the weekend. I'm tending to the Corner while they're away. I got all today's basic baking out of the way early this morning. Took me only three Red Pony drinks, but I got it all done and cleaned up the kitchen and washed the dishes... it was actually kinda boring. I see why Mr. And Mrs. Cake do all that together."

"Oh, I see, thank you Pinkie." She then glanced at the muffins, noting that there were no Oatmeal ones made, which actually happened to be one of her favorites. "Um, no oatmeal muffins this morning?"

"Oatmeal? Are you crazy?" Her eyes rolled as only Pinkie could roll her eyes.

This was something Twilight didn't understand. "Um... what do you have against Oatmeal?"

Pinkie's eyes glazed over a little and her hair started going limp, never a good sign.

"Um... sorry, never mind..." Twilight panicked a little.

Pinkie shook her head, her hair poofing back out. "Oh... I just had a REALLY bad experience with oatmeal when I was a foal... bad memories and all. Can I get you anything else that's yummy wummy in the tummy?"

Twilight glanced at the muffins. She was hungry and had missed both breakfast and lunch. "I'll take half a dozen of these muffins." She pointed at some random muffins.

Pinkie Pie blinked. "Bran muffins? You know what bran does to a pony, don't you?"

Twilight blinked and pointed to the muffins next to the bran, remembering the one time she had eaten half a dozen bran muffins. Not a pleasant day for the lavender unicorn...

...

Twilight sat on the grass in the park, munching away on one of the lemon poppy-seed muffins. She had been hoping to talk with the Cakes, but with them out of town, that was not possible.

Then she spotted a couple that she almost always saw together.

Lyra was sitting on her favorite bench, in only the way she ever sat, and Bon Bon was sitting next to her, her legs tucked under her like every other pony would sit.

(Maybe they can help me. They're always together after all.) She packed up her few remaining muffins and walked over.

"Hello Lyra, Bon Bon. How are you today?"

Bon Bon smiled sweetly. "Simply wonderful."

"Yea, great." Lyra smiled happily.

"What can we do for you?" Bon Bon tried to remember this pony's name. Twilight something or other. "Twilight Sparky, right?"

"Twilight Sparkle, but that's not important." Twilight sat on her haunch on the grass in front of them. "I was wondering..." (How to ask without coming across as rude...)

"Take your time." Lyra replied, leaning back and looking up at the sky. "And if you're asking why I sit like this, all I can say is, it just feels right for me."

"Oh, no, not about how you sit, though that is an interesting position. I was wondering, I always see the two of you together..." She blushed a little.

"We're the bestest of best friends." Bon Bon beamed a smile.

"Best friends? I always thought..." She blushed a little deeper.

Both Bon Bon and Lyra glanced at each other. "She thinks we're lovers, doesn't she?" Lyra chuckled.

"Most likely, a common misconception." Bon Bon replied. She then looked at Twilight. "Twilight, we're just that, best friends. Sure, we don't always talk when we're together, but that's just how we are. Sometimes Lyra plays her Lyre and I just listen. Sometimes I make my sweets and she eats them... all." She giggled as Lyra blushed a little.

"What? You're the best at making candy and I have a sweet tooth..."

Twilight's blush changed to one of sheer embarrassment. "I am so sorry... I assumed..."

Lyra smiled at Twilight. "Assuming makes an ass out of you and me. Okay, maybe this time it was just you, but I hope we cleared up any misunderstanding you may have had about us."

Twilight sighed and nodded. "I'll be honest. I was studying a book about relationships and there was a lot in there about love... I don't really understand much about what the book was referring too." She looked up at the sky. "I mean, I love my friends and the Princesses and Ponyville, but that's not the kind of love I read about."

"Were you reading some trashy romance novel?" Lyra asked, chuckling.

"What? No. I don't have any books like that in the Library... not that I know of at least." Twilight blushed a very bright shade of pink.

Bon Bon placed a hoof on Lyra's shoulder. "Stop teasing the poor dear."

"Aww, but she's being so adorkable."

"That's not a real word..."

"It's an amalgamation of two words."

Twilight took a few deep breaths to calm down. "Adorkable?"

"Adorable, because you're so innocent about these matters... and dork, or nerd, bookworm, highly intelligent student." Lyra smirked. "It's a compliment."

"Oh... um, thanks?" She rose to her hooves. "Thank you for your time."

"Twilight? Wait a second." Bon Bon reached into her apron pocket and pulled out one of her saltwater taffy. "Here, have this. Lyra always says my taffy is the best and help calm her nerves. I think you should calm down a bit before you become more 'adorkable' than you already are."

Twilight accepted the candy and popped it into her mouth. Her eyes went wide. "This is so yummy. I can't believe I never tried it before."

"You can taste the love I put into every piece of candy I make." Bon Bon beamed. "There are so many different forms of love, no amount of studying can teach you even one percent of what you are trying to understand."

Lyra nodded. "Yea, like, Bon Bon and I love each other, as the bestest of best friends. Even if we just sit silently next to each other."

"I see." Twilight swallowed the candy. She was feeling much better now. "Thank you, and I'm sorry I jumped to the conclusion that you two were a couple."

"Think nothing of it." Bon Bon's smile was infectious, and Twilight smiled back. "I hope you find what you are looking for."

...

Twilight looked down off the bridge into the stream that wound through Ponyville. Her reflection only slightly distorted by the gentle current of the water below.

"What is love..." She whispered to herself.

She then became aware of a presence next to her. She glanced over and saw another pony, a Unicorn stallion.

His coat was pure white. His mane and tail were strait, and a shining black with a crimson streak through them. His eyes were a dark red, yet bright and shiny.

He didn't even seem aware that Twilight was there next to him.

(I've never seen him in Ponyville before.) Twilight pondered a moment. He was smaller than the well known Big Mac in height and muscular build, but he was still lean. His cutie mark was a simple red heart set into a sunburst.

Twilight blushed a little at the close proximity to this stallion and inched away.

Her movement seemed to catch his attention, turning only his eyes. "Sorry, I was lost in thought and didn't see you there." He dropped down from leaning on the railing.

"Oh, that's okay. I was kind of lost in thought as well." She dropped down as well and they faces each other. "Are you new to Ponyville?"

"Arrived just today." He tapped a forehoof nervously on the bridge.

"Really?" Twilight blinked. "Well, may I be the first to welcome you to Ponyville?"

He smiled shyly. "Um, thank you." He avoided direct eye contact, but glanced at her, seeming to look her over, just as she had looked him over.

Twilight was slender, lightly toned muscles under her lavender coat. Her amethyst eyes caught the light of the sun and almost seemed to dance. Her mane and tail almost danced ever so slightly in the breeze. Her horn caught the sunlight at just the right angle to almost become translucent, like amethyst crystal.

"Oh, I'm Twilight Sparkle. I'm the librarian here in Ponyville."

"Twilight Sparkle... Pretty name."

Twilight blushed and felt something in her chest. Her heart was beating faster than normal.

"I'm Dawn Glimmer." He looked like he was blushing a little as well.

(Awkward...) They both thought at the same time.

Twilight could not help but find this unicorn... attractive? Was that the word to describe him?

(She's beautiful...) Dawn thought to himself. Sure, he knew that Unicorns tended to be the most slender and beautiful of the ponies... at least in his eyes, but Twilight, she had such a radiance about and within her.

He could feel something about her, something that tugged at his heart. "I know this may sound odd, or as a come on, but... have we met before?" (Why do I get this feeling?)

Twilight could feel something as well, like she too was drawn to him. She had never felt like this around any other male pony.

"I... I don't think so." Twilight glanced about, noticing nopony was really paying them attention, other than to acknowledge their presence too walk around the pair.

She then noticed a pendant hanging from his neck. It was a ruby heart set into a golden sun. It was just like his cutie mark. "Oh wow, that's so pretty." She admired the level of detail in the piece of jewelry.

"This?" He tapped the item in question with his hoof. "Oh, this is something I found a couple years ago in an old ruin in the Everfree Forest."

This got Twilight's attention. "Only a couple years ago? But, it looks like your cutie mark."

"At first, it looked just like a stone, but it still caught my attention. The moment I touched it, I saw a bright flash in another part of the ruins, and then this flew up and attached to my neck and transformed. A few minutes later, it changed into this pendant."

Twilight's eyes went wide. "Element... of Harmony?" She looked up into his amazing red eyes. "I... I think that's an Element of Harmony... but I thought there was only six of them."

"What are you talking about?"

"Would you come with me? I think there's somepony you REALLY should meet."

Dawn Glimmer nodded and followed. (Why am I so drawn to her? What does she know about this pendant? Why is her flank so nice to look at? DARNIT Dawn Glimmer, get your head out of the gutter... Twilight isn't somepony to just look at and get all flustered over... Even if she seems really nice, and is very beautiful...)

...

"Spike, take letter." Twilight called out as she entered.

Spike appeared from up the stairs, scroll and quill in claw. "Did you already learn a new lesson about friendship?"

"Working on that." She smiled as Spike noticed the stranger walk in behind her.

"Dear Princess Celestia." Twilight started.

"P... Princess Celestia?" Dawn looked in awe. "You... do you know the Princess?"

"I am her personal student." Twilight smiled over her shoulder at Dawn, then looked back at Spike, "Scratch that last part."

"Didn't write that part." Spike grinned. He had gotten used to Twilight and how odd she could get sometimes.

"Oh, okay. Eh-hem." She cleared her throat and began. "Today I have met a new citizen of Ponyville by the name of Dawn Glimmer. He bares, much to my surprise and awe, a pendant identical to his cutie mark. Why am I writing about this you may ask?"

"Simple"

"He found this pendant in the same ruins, and on the same night that my dear friends and I defeated Nightmare Moon and returned Princess Luna to herself. He described events that only you, my friends and I know about, and bares something most wonderful."

"A seventh Element of Harmony, one as of yet unidentified."

Spike dropped the quill and scroll and stared at Twilight, then at the stranger, and locked eyes on his pendant. "Twi? Are you serious?"

Twilight nodded as she levitated the quill and scroll back into Spike's claws. "Very serious. This is an awesome discovery." She smiled at Dawn, who smiled nervously back.

(She's writing a personal letter to Princess Celestia? I... I feel like I'm a commoner among nobility.) He could only watch Twilight as she continues reciting her letter.

"I await your response Your faithful student, Twilight Sparkle." She smiled a at Dawn. "Send it Spike."

Dawn watched in confusion as the small dragon incinerated the letter with his green flames. "Somehow, I know I'm missing something."

"Oh, I use a special magic spell that lets me teleport small flammable items to just about anywhere." Spike grinned.

"That is amazing." Dawn was impressed. He looked over to Twilight. "So... you are the faithful student of Princess Celestia herself? Why are you all the way out here in this peaceful little village?"

"I am here, studying the magic of friendship, and I have made some of the most wonderful friends." Twilight beamed.

At that moment, a brilliant light filled the library. The three present all covered their eyes, shielding them from the sudden appearance of none other than Princess Celestia.

Dawn nearly bruised his muzzle he bowed so fast. Twilight bowed much more relaxed, but with no less respect.

"My dear student Twilight Sparkle." Celestia smiled fondly at her favorite little Unicorn. "I received your letter, and I dare say I could not believe what I read."

Twilight stood up. "It's true Princess." She looked at the still bowing Dawn Glimmer, who looked like he was sweating profusely

"Your name, it is Dawn Glimmer?"

"Yes your highness." He spoke, not even looking up.

"Please, if you speak, please do so while looking me in the face." Celestia looked quite serious. "It is difficult to understand while you speak into the floor."

Dawn lifted his head, but remained bowed down. "Yes your Highness."

Celestia smiled gently. "Now Dawn Glimmer, rise and stand. I would examine this... pendant."

Dawn rose nervously. He had never set his eyes on the Princess before, and from where he came from, she was revered not as a Princess, but as a Goddess, one to be feared.

He stood his ground, but was shaking badly.

Celestia could smell his fear and looked him in the eyes. "Why do you fear me?"

"I... Beg your forgiveness... But in my homeland, far away on the other side of the Everfree Forest, we revere and fear you as the goddess of the sun, of fire, life, death and rebirth."

"Revere, and fear me?" Celestia was a little shocked. "Why would you fear me?"

Twilight blinked. "Maybe it's the whole Goddess of fire and death part?"

Celestia nodded to her pupil. "I understand." She then smiled gently at Dawn Glimmer, who looked like he was staring death in the face right about now. "Dawn Glimmer, you need not fear me. I do not represent fire or death. I am regent of the sun, and Princess of Equestria. I am little more."

Twilight kept her silence. She wanted to say that Celestia was in deed more than what she claimed. That she was kind, wise, patient, beautiful, and overall, a wonderful Pony.

"I do not understand how I can be mistaken for such a being..." Celestia was actually a little concerned

"Is not your crest that of a phoenix raising from the sun over the very land of Gaea?" Dawn asked, still nervous as heck, but starting to become curious.

"A phoenix?" Celestia suddenly giggled. "Dear me, no. My symbol is that of the sun, nothing else. I do, however, have a dear friend named Philomena. He is a Phoenix." She thought back to nearly eight hundred years ago when she had last visited the lands on the far side of the dark and foreboding wood. "I traveled with him when I visited your lands, and it was at that time his cycle of death and rebirth came."

"But... according to legend, you showed us your power, and brought flames and death to your own symbol, and then brought life back into it, fully reborn." Dawn replied, still nervous, but his fear starting to give way to his curiosity more and more.

"I did no such thing Dawn Glimmer. It is in the very nature of a Phoenix to die in flames and be reborn from their own ashes." She then leaned close and looked at the pendant. "Now, that aside, I have come here to see this, I believe." Her horn glowed and the pendant reacted, a warm, pure and gentle glow.

Celestia seemed to blush a little and smiled at Dawn.

He felt the warmth, kindness and gentle nature of this being he had been taught to revere and fear. She was nothing like the teachings from the Priests.

His fear and nervousness washed away at that moment. This time, he knelt before Princess Celestia, not in fear, but in respect. "I am sorry for my misconceptions of you. If I have insulted you in any way, I will take full responsibility and any punishment."

Celestia developed an almost mischievous glint in her eyes, one that Twilight did NOT miss.

(Oh horse-feathers..) Twilight thought. (What is the Princess thinking now?)

"Dawn Glimmer, you are the barer of the seventh Element of Harmony, the Element of..." She glanced her mischievous eyes at Twilight. "Love."

Twilight turned nearly all red on hearing this. "L... L... L..." She stammered.

Dawn looked up. "Element of Harmony? Element of Love? I do not truly understand."

"Take all the time you need to learn and understand the very Element of Harmony you represent. Twilight Sparkle, she represents the Element of Magic, and her closest friends represent Loyalty, Generosity, Honesty, Kindness and Laughter."

"The... The Elements of... did you call them Harmony?" Dawn looked confused. "I thought they were called the Elements of Fate. I've only heard about them once."

"The Elements of Harmony do, in a way, affect the fate for those who represent them." Celestia smiled. "And to date, that fate has been to create a group of the closest friends I have ever seen. They love and care about each other. They help each other through thick and thin. They laugh and cry together. They even get into mischief together."

Twilight glanced away and whistled innocently.

Spike snickered to himself.

"These six have been the best of friends for only two and a half years, but they have been bound by their hearts and by fate sense long before." Celestia smiled at Twilight. "Twilight, you should have yourself and your friends relate the tale of how you each received your cutie marks."

"Of course Princess, we would be most pleased to do that." She smiled at Dawn, who seemed to be overcoming his lifelong beliefs of what the Goddess known as Princess Celestia was really like.

She didn't get angry at him and burn him to ashes, then revive him and burn him again as punishment. Rather, she smiled with a kindness that reminded him of the beautiful warmth of the sun itself. Dawn relaxed and looked at Twilight. "I would enjoy hearing the tales of your cutie marks. I myself have a rather boring one."

Celestia's smile did not fade away. "Element of Love, Dawn Glimmer, you shall have much to learn about this nature that has most likely shaped much of who you are. I will leave you to learn in your own way." With that, she vanished in a flash of golden white light.

Dawn shook the flash from his eyes, rubbing them gently. "I... I can't believe this. Princess Celestia is nothing like how I was raised to see her."

"It's alright Dawn." Twilight placed a hoof on his shoulder. "Maybe over time your homeland might learn the truth about her as well." She then realized where her hoof was and blushed, pulling it back. Her heart fluttered momentarily.

He looked up and their eyes met again. "I hope so. I could feel the love in her. She loves life, and she loves you too. I can see that clearly." He smiled.

"Ugh... get a room you two..." Spike muttered and left the room.

This caused the two unicorns to blush, and realize they were rather close to each other.

Twilight stepped back a little, unsure exactly what she was feeling. She had just met Dawn and already she was starting to have strange, warm feelings for him.

(I can't be falling in love with Dawn... we only just met and I hardly know him...) Twilight looked down and away.

Dawn watched Twilight suddenly look shyly away. He smiled and turned toward the door. "Twilight?"

"Oh... yes Dawn?"

"Perhaps we can pay a visit to your friends? Through them, we can learn more about each other. And seeing that I have chosen to live in Ponyville, maybe we can become friends too?"

Twilight blushed and nodded. "I... I'd like that."

...

Sugar-cube Corner.

Pinkie Pie was pleased as punch when Twilight graced the bakery a second time today.

"Welcome back Twi." She greeted her friend in her usual bubbly manner. She then saw she was not alone. "Oh, who's your friend?"

"Hello Pinkie. This is Dawn Glimmer, he just moved to Ponyville."

"Really?" Her eyes lit up. "We have GOT have a welcome too Ponyville party." She bounced happily over. "Hi, I'm Pinkie Pie."

"Dawn Glimmer." He smiled at the energetic pony. She was so full of life, and it was infectious. "It is an honor to meet a dear friend of Twilight Sparkle."

"Aww, you're just saying that." She beamed brightly. She then spotted his pendant. "Ohh, pretty. That looks just like your cutie mark."

"It does, doesn't it?" Dawn glanced at Twilight.

"Pinkie Pie, that is an Element of Harmony."

"Ooh Really? I have one of those as well." She giggled giddily. "I represent Laughter. I love to laugh and have fun and throw parties."

Dawn couldn't help it. His could only feel happiness right now. This pony sure did represent laughter and happiness "You don't say."

"So what Element do you Represent?"

Dawn blushed a little as she pressed her face to only inches from his. "Um..."

Twilight pulled Pinkie back a length. "He represents the Element of Love."

Pinkie Pie suddenly blushed, something nopony had ever seen before. "Love? Wow, that's an awesome Element, even though I never heard of that one before."

Dawn nodded a little and looked at Twilight. "I have much to learn. I'm not even really sure what these Elements of Harmony are."

"Only the most powerful and awesomest and bestest things ever." Pinkie bounced over to the display stand. "Say, would you like a cupcake? On the house."

Dawn blinked as Pinkie Pie scooped a delicious cupcake onto a plate and brought it to a table. "I can't accept something for free. You worked hard to make those."

"A labor of love for sure, but I enjoy baking and throwing parties and making everypony smile. Oh, do you like Pin the tail on the Pony?"

Dawn winced a little. "That sounds... painful."

"Of course not silly." She looked at Twilight, who was actually hiding her mirth. "Is he serious?"

"Quite." Dawn replied. "As for this party thing you mentioned... what exactly is that?"

Deathly silence filled Sugar-cube Corner.

Twilight felt the blood run from her face. Somepony who didn't know about parties? Admitting that to Pinkie Pie? She knew there would be consequences.

Pinkie then giggled. "Oh come on you silly pony. Everypony knows what parties are, especially here in Ponyville." She turned and showed off her cutie mark. "My special talent is throwing parties and making everypony happy."

"I... I guess I do have much to learn."

Twilight stepped up, feeling somewhat relieved that Pinkie didn't explode upon hearing somepony didn't know what a party was. "Say Pinkie. Why don't you tell us about how you got your cutie mark again?"

"Oh, this story is a doozy..."

...

"And that's now I got my cutie mark." Pinkie finally finished.

Twilight blinked. She had been expecting her to say "And that's how Equestria was made", like the last time she had heard the story.

"Most interesting..." He felt odd. (Something about her story is familiar.)

"Can you tell us about how you got your cutie mark?" Pinkie started, then shook her head, her curly mane whipping about. "Or even better, you can tell us all at the party tonight."

"I... I guess I can. It's nowhere near as impressive as your story though."

"No spoilers." Pinkie pressed a hoof to his mouth. "Now, eat up." She pushed the plate with the cupcake in front of him and bounced off. "I got to get everything ready for the party."

Dawn looked at the brightly colored food before him, then at Twilight. "Um... what is this exactly?"

"A cupcake. They're very tasty."

Dawn sniffed it. It smelled very fragrant. He took a tentative nibble and tasted it.

Twilight watched as his eyes lit up. He took another bite and chewed slowly.

"Do you like it?"

He nodded and swallowed. "Never before have I tasted anything like it. Where I come from, it is quite barren. The region is quite harsh, but near the sea. Our mainstay of food is the kelp we harvest from the ocean."

"Kelp?"

"It's a plant. It's quite salty." He took another small bite and savored the delicious food. "I don't even know how to describe this." He then took a final bite and finished it off. " I can tell the one who made this loves what they do."

Twilight smiled. "Pinkie Pie loves to bake and throw parties... also, she does things that are... best not thought about."

"Like what?" Pinkie asked as she popped out from under the table.

Twilight didn't blink or miss a beat. "Like that."

"What?"

"How?" Dawn boggled. He looked under the table. No visible trap doors, and the tiles looked like they were not made to move.

Twilight sighed. "Thank you for the cupcake Pinkie."

"Yes, thank you. It tasted very good." He licked a bit of frosting off his lips.

"No, thank YOU." She beamed. "I'm just happy that it made you happy. Now, preparations... so much preparations..." She ducked back under the table and was gone.

Dawn looked under only a second after she had vanished, and saw neither the pink pony, or any signs as to how she had vanished. He poked his head up, his eyes just above table level. "That was... interesting."

"I know what you mean..." Twilight giggled. "I gave up trying to figure Pinkie Pie out a long time ago. I just accept her for who she is, even if it does drive me crazy sometimes."

"Well... where too now?"

...

Rarity knew a good looking stallion when she saw one, and Dawn Glimmer saw a DAMN good looking stallion for certain.

But she had seen him walking with Twilight toward the Boutique, and noted how close they were walking side by side.

She just had the feeling that they were close, even if they may not realize it just yet... or did Twilight know him from before coming to Ponyville? How could she never have mentioned knowing such a stud and never tell anypony about him?

No, they had to have just met, and maybe it was love at first sight?

They approached and entered the Boutique Rarity had quickly started reorganizing things around the shop to make it look like she had not noticed them coming.

She glanced over her shoulder when she heard the bell, signaling somepony coming in. "Welcome to Rarity's Carousel Boutique" She smiled at Twilight. "Twilight Darling. Twice in one day you visit? What a special surprise." She glanced at her companion. "And who might your hansom escort be?"

"Hello, Miss Rarity. I am Dawn Glimmer." He bowed his head. "Between Sugar-cube Corner and here, Twilight has told me a little about you."

"You don't say." Rarity batted her eyes and smiled at Twilight. "Whatever could you have told Sir Glimmer about Lil' Miss Rarity?"

"Only that you are one of her dearest friends, a wonderfully skilled fashionista, and Represent the Element of Generosity."

Rarity stared at Twilight. "I thought we were not going to go telling everypony about that? I don't want to be a celebrity because of that."

"I told him because..." Twilight smiled at Dawn, almost fondly. "He represents the seventh Element of Harmony."

"Seventh?" Rarity stared in wide eyed wonder for a moment before collecting herself. "That is simply awe inspiring. A seventh Element." She zipped over. "What is it?"

Dawn spoke, his smooth voice making Rarity blush as he spoke. "Love."

Rarity promptly fainted.

"Oh yea... she's bit of a drama queen..." Twilight deadpanned.

"Am not." Rarity raised her head for a moment before fainting away again.

Dawn was at a loss for words as Twilight levitated her friend onto her favorite, red velvet lined sofa.

(She can levitate a whole pony?) Dawn was in awe. (And she's not even straining. I... I can't even lift a young foal, and that's straining all my magic and even my body to do so.)

Twilight looked over. "Is something wrong?"

"You... you're amazing."

"What? No, I'm just... I mean... what?"

"You levitated Miss. Rarity with such ease and grace."

Twilight blushed at the praise. "You can do it too you know. I'm nothing that special."

"You are truly the Element of Magic. I only know two magic tricks. Simple Levitation and a basic light spell." He looked down.

"I... Well, I am Celestia's student. I owe it all to her patience and teaching."

"You are blessed by the Goddess of the Sun herself." Dawn smiled. "Um... is Miss Rarity going to be fine?" He had to change the subject. His heart was starting to beat faster.

"She'll be fine. She's stronger than most would give her credit for." Twilight smiled.

"You really mean that Twilight?"

"Yes Rarity, I do." She smiled as Rarity sat up. "And sorry about that drama queen remark."

"Oh, I forgive you. I know, it is true though." She rose and walked around Dawn. "Slender, yet strong. From what you said, I assume you are more used to performing physical labor than relying on your magic?"

"The use of magic is strictly forbidden, except by direct order from the Priests and Priestesses of my homeland."

"To deny a Unicorn the use of their magic?" Rarity's mane actually lost a few shades of its royal purple. "However can you survive like that?"

"It is not so bad really." Dawn replied. "It's always been like that for as long as the history of my home can remember."

"What of Pegasus? Are they denied the right to fly?"

"We have no Pegasus. The first ones I had ever seen were when I emerged from the Everfree Forest and found Ponyville."

Silence.

"Did I say something wrong?" Dawn wondered.

"Not at all my good sir." Rarity stood before the pair of Unicorns and frowned. "However could you control the weather?"

"Control? Weather is a natural force. How can anypony possibly control it?"

"Twilight, I believe Sir Glimmer deserves to be introduced to to the best young flier in all of Equestria."

Twilight nodded, agreeing fully and completely. "I think you're right. But may I get to the reason we came here?"

"And what might that be? Tell me, tell me please."

"Might you relate the tale of how you got your cutie mark?" She explained that this was actually a request from none other than Princess Celestia herself.

Rarity smiled and began her tale.

...

Dawn was in wonder. "To be able to find gems..." He shook his head. "Such a gift would allow you the status of High Priestess among my homeland. That is the highest status anypony can possibly receive"

Rarity simply smiled. "Why thank you, but I have the feeling I would not be happy as a high priestess."

"You would aim to become more powerful?" Dawn paled.

"Oh dear me, no. Such power simply does not interest me. While I do crave fame and prestige, I want it to be for something I work for, not for my special talent." She winked at Twilight. "Now, seeing that you have already visited Pinkie Pie, I sense a party in the near future."

"You can read the future as well? You very well could surpass the status of High Priestess... whatever status that could be."

Rarity giggled. "Dear me, no. You are new to Ponyville and have already met Pinkie Pie. She happily throws parties for all newcomers. It helps them to meet everypony and get a jump start on making new friends."

Dawn looked embarrassed, at least a little, for jumping to such a conclusion

"I can't wait to hear ALL about you at the party." Rarity beamed. "Now, you two should skedaddle and meet Rainbow Dash."

...

As the pair of Unicorns walked, they talked a little about some of the things they enjoyed doing.

"I enjoy nighttime, well, I used to fear it, but one day the moon suddenly shone and the stars sparkled with such brilliance that I lost my fear." Dawn related. "That was a little over two years ago."

"That was when we defeated Nightmare Moon and rescued Princess Luna."

"Who?"

Twilight stared in disbelief. "You don't know about Princess Luna or the legend of Nightmare Moon?"

"No, this is the first time I've hear that there was another Princess... is she like Princess Celestia?"

"She is the younger sister, and regent of the Moon." Twilight explained.

"I... I never knew. My homeland only venerated the Goddess Celestia and hid from the night." He frowned a little. "There is so much I do not know. My homeland was so... strict, especially compared to the freedom here in Ponyville." He looked at ponies who were working in shops and running stalls in the marketplace. They all looked so happy and free.

Twilight frowned a little. (What kind of place can his homeland be? Unicorns are not allowed to use magic and Pegasus don't even exist there. It sounds like a terrible place to live.)

"I'm glad I got lost in the Everfree forest three years ago." He smiled, looking up at the clear blue sky.

"Three years?" Twilight boggled. "Dawn... have you been lost in there all this time?"

"Yes, I wondered through the forest for three whole years, trying to find my way out, and only last night did I step clear and lay eyes upon Ponyville."

Twilight was stunned. "How... how did you survive?"

"I broke our laws a second time and used my magic. With light, I could find safe places to sleep at night. My telekinesis allowed me to move plants I had learned to be hazardous out of my way, as well as to pick fruit from the trees."

"Didn't you try to learn new magic?"

"No. I have no talent for magic at all, not that I know of at least. I did learn that most of the animals in the forest, for some reason, were actually kind to me, mainly because I tried to be kind first."

"You showed them love and kindness, didn't you?"

Dawn nodded. "Though we could not understand each other, they still would help me out while I helped them in turn."

"You would like Fluttershy then. She can communicate with animals and shows them great kindness. She is the kindest pony I know." Twilight smiled fondly. "In fact, Fluttershy represents the Element of Kindness."

"Amazing." Dawn could only smile. "The more I hear of these Elements, the more I want to learn about them."

"I have the feeling you will learn more and more, and even learn more about yourself."

"I would truly like that. The first seven months in the Everfree Forest were truly frightening until I found those ancient ruins and this pendant. After that, the night became gentler, and the animals friendlier." He smiled at Twilight, an almost fond smile.

Twilight returned the smile.

"Hey there Twi." A familiar voice called out to the mare.

"Applejack?" Twilight turned around as spotted yet another one of her friends approaching.

"Why hello there." She beamed. "So this here's the young stallion Ah've been hearin' so much 'bout?" She looked Dawn Glimmer over. "Y'all look pretty strong, for a Unicorn."

Dawn glanced at Twilight.

"Dawn, this is my good friend Applejack. She's the most Honest pony you will ever meet." She winked at Dawn.

"Honest... Honesty?" He caught on right away. He faced Applejack and bowed. "It is an honor to meet another dear friend of Twilight Sparkle. My name is Dawn Glimmer."

"Why golly. Yer quite the gentlecolt, ain't ya?" Applejack smiled, but also blushed a little. She then layed eyes on the pendant. "And golly, it's true. The seventh..."

Dawn nodded. "I.. I'm still not exactly sure why these are so important. Till I met Twilight and Princess Celestia, I had no idea why I felt this pendant was so important to me. I knew it had to be magical, especially because it transformed from a plain stone into a wondrous necklace, then into this pendant."

"It... became a pendant?" Applejack whistled. "How in tarnation did it do that?"

"I don't know. It just did." Dawn replied.

"Say Applejack?"

"Yea Twi?"

"Celestia asked Dawn to learn all our cutie mark stories. She feels there's something important about it all."

"Any friend of Twi's is a friend ah mine. Ah'd be pleased as pie t' tell y'all about it."

...

Dawn was thinking. So far all the stories had been wonderful to hear. They all had one connection, seeing a rainbow. Could it be possible? No, it had to just be coincidence.

So far he had met three of Twilight's friends and learned their cutie mark stories. From what Twilight had told him, there was two more stories he had to hear.

"So, y'all excited 'bout Pinkie's party tonight?"

"To be honest..." Dawn chuckled a little. "I have no idea what to expect. I have never been to a party before, much less even heard of them."

Applejack's jaw nearly hit the ground. "What the hay? Never heard ah parties before?" She shook her head to clear her thoughts a little. "What kinda cave y'all been livin' in?"

"No cave, though my home was constructed from stone. It could get quite cold during the long winters."

"Ah know what ya mean." Applejack laughed. "Las' winter Ah got a touch ah frostbite in ma tail. Sure as hay didn't feel all that nice. Always wondered how Pegasus ain't ever bothered by th' cold."

"I too have experienced frostbite. Were it not for the priest of my town, I would have lost my hooves, tail and horn."

Applejack and Twilight paled at hearing this.

"Loose your horn?" Twilight gulped. She couldn't imagine a fate worse than that for a Unicorn. Even death would be more welcome than loosing their horns, the very focus for all their magic.

"Correct. The Priest was able to save me by placing me in cold blankets and slowly heating them up. It was painful, but I was saved. If I had lost my horn, I could live with that, or even my tail. Had I lost my hooves, I would have been useless, and most likely become a sacrifice to the Goddess."

The more Twilight learned about Dawn's homeland, the less she liked it.

"What in Tarnation?" Applejack looked like she was getting angry. "How the hay can y'all talk like that and not be bothered?" She took a breath and glanced around, lowering her voice. "What'cha mean by sacrifice anyway?"

"I would give my life to the Goddess Celestia as a sacrifice in hopes that the winter would not take anymore lives. Still, I'm glad I could be saved. It was still a horrible winter though."

Applejack was appalled, as was Twilight. She would have to learn all she could about this land and write a letter to Celestia as soon as possible, and hopefully put an end to such practices. It was simply barbaric. Heck, disallowing Unicorn to use magic sounded bad enough.

She then paused. Twilight looked at Dawn. "Dawn?"

"Yes Twilight?"

"Are there stories of there ever being Pegasus in your homeland? I somehow doubt the cold winters would have bothered them too much at all."

Dawn closed his eyes and thought. "I don't really know too much about the history, but I do know some very old stories about the winged ponies. They..." His eyes snapped open, a look of horror on his face. "They were all killed... six hundred and fifty years ago, the Priests decided that the power of flight was a gift only the Goddess Celestia should possess and outlawed flying. The Pegasus refused and revolted, and then they were all wiped out..." He hung his head, tears falling freely. "My homeland is a terrible place."

Applejack agreed wholeheartedly, but seeing this magnificent stallion crying like this, it tore at her heart.

"T'ain't yer fault Sugar-cube That was a long time ago." She still was angry, not at Dawn, but at these so-called priests who made up these atrocious laws. Unicorns not being allowed to do magic. Pegasai not being allowed to fly. How could anypony deny the natural and free abilities that one was born with? That would almost be like denying an Earth Pony the right to walk or talk.

Twilight lead Dawn over to the side and they sat on the grass under a tree.

Dawn did not sob, but let his tears flow freely. "Why... why does this make my heart ache?"

"Because..." She glanced up at Applejack who was just now kneeling down with them. "You represent the Element of Love. You're feelings for all living things not only gives you great strength, but also great empathy."

"L... Love? The seventh Element is Love?" Applejack gasped. "Golly. Love is a powerful emotion. Ah've heard legends ah wars bein' fought, won an lost, cause ah love denied. Great an powerful beings brought low cause ah love. Even miracles that nopony could understand cause ah the love between two pony." She looked at Twilight, noticing how she was sitting right next to Dawn, allowing him to lean on her. (An I can feel the love that darn well may be growin' in their hearts. An that's th' honest truth.)

"Oh my." The most gentle voice suddenly spoke as Fluttershy approached. She saw the crying stallion and came over, her heart reaching out and wanting to comfort him. She then noticed Applejack, then Twilight in VERY close proximity to him. "Is... is everything alright here? I hope I'm not intruding."

"Y'all always welcome Fluttershy." Applejack waved her over. "This here's a new friend ah Twi's."

Dawn wiped away his tears and turned his head, his muzzle brushing softly against Twilight's.

They both blushed madly and leaned away, but didn't jump away. It was, after all, and honest mistake.

"My apologies Twilight." He bowed his head.

"It's ok Dawn." She could feel the heat in her face, and especially where they had touched. That had nearly been a kiss. "I mean, no harm was done... right?"

Dawn nodded. (Their customs are strange. Had I done that in my homeland, I would have had to either take her as my mate, or pay reparations to her family... Neither could I possibly ever afford. Twilight and her friends are so understanding... why do I feel like I'm being stared at?) He turned to face a 'pink' coated and pink maned Pegasus

"Hey Shy?" Applejack leaned over and poked the ultra-shy mare with a hoof.

She simply toppled over, like a stone statue.

"Gosh darn it..."

"I... I'm sorry... I did something wrong, didn't I?" Dawn hung his head.

"No Dawn. Fluttershy is just the kindest soul you're ever likely to meet, and the most shy."

It took a little coaxing, but they managed to bring Fluttershy back around, though she was still under the effects of a full body blush from what looked to her Twilight and this beautiful stallion kissing.

No, Twilight wouldn't do that with somepony she just met... or did they have a history? No, Twilight would most certainly told them if she had a coltfriend. Then again, with how studious she is, she couldn't possibly ever have had the time for one.

"I... I'm sorry..." She whispered.

Dawn was glad, his time in the Everfree Forest had allowed him to train his ears to hear the faintest sounds, alerting him of potential danger. He actually heard Fluttershy speak, even though Applejack and Twilight missed it.

"There is nothing for you to be sorry about." He spoke very softly. He seemed so non-threatening that even Fluttershy was able to look up and meet eyes. Her color started shifting from pink to a butter yellow, all except for her face. That retained the pink hue. "I am the one who should be to blame for startling you." He glanced at Twilight and blushed himself, as did she.

Applejack chuckled to herself. (Gosh darn lot ah blushin' goin on here. They're all so darn cute. Makes me wanna blush too.) And she did, ever so slightly.

Twilight was impressed at how easily Fluttershy seemed to open up and talk to Dawn Glimmer. She oddly felt relieved as Fluttershy's blush faded away completely and she started speaking in her usual soft voice.

"So you come from the other side of the Everfree Forest?" Fluttershy 's sea-foam green eyes wide with wonder.

"Yes, it's a long way away. And I kind of got myself lost in there for three years."

Fluttershy giggled. "How can you get lost in there? The Everfree Forest is not really THAT large. I know ponies who have crossed it in only three months."

"Seems like somepony's got a bad sense ah direcshun." Applejack sniggered.

Dawn sighed. "My sense of direction is not too fault. The woods would always change, never being the same. I could travel in as strait a path as possible, only to have the sun move in a different path the next day. After I found the ruins where I found this, the Element of Love, I camped for the night, only to awaken the next day surrounded by forest."

Fluttershy blinked. "Wait... did you say Element of... Love?" She would have made a chameleon proud at how her coat itself changed from yellow to pink. She then looked from Twilight to Dawn, and how close they sat. "Oh my..." Steam rose off her head and she toppled over... again.

"Y'all gotta be kiddin' me." Applejack facehoofed.

...

A cool cloth helped cool Fluttershy down and bring her about again.

Dawn was feeling a little nervous, sitting so relaxed with three very attractive mares.

Applejack looked toned and strong, but still VERY feminine with muscle and curves in all the right places.

Fluttershy possessed such a level of innocent cuteness that he had never dreamed could exist beyond fluffy baby bunnies. Also, this was the first time he had actually ever seen a Pegasus up close. He wondered at her slender feathered wings.

Twilight, she, in his eyes, was flawless. Her magic was beyond anything he could imagine. Even the Priests and Priestesses of his homeland could not hold a candle to her brilliance. In his eyes, she was almost worthy of being called a Goddess in her own right.

Then there had been the other mares.

Pinkie Pie had a light athletic build, looking younger than she most likely was, especially with the joyous and infectious energy she possessed.

Rarity had been a true beauty, from the tip of her nose to the tip of her tail.

While Fluttershy recovered, Twilight had easily coaxed Applejack to tell Dawn the story of her cutie mark.

(Again... the Rainbow...) Dawn kept this to himself. This was no coincidence. Fate perhaps?

Fluttershy had been resting, but listening as well. Finally she sat up and pulled the cool cloth from her face. "Um... would you like to hear my cutie mark story? I mean, if you want too, that is."

Applejack and Twilight were actually quite surprised that Fluttershy would offer to tell her tale to a pony she had just met. Maybe she could feel their own connection, just as all the others had.

"I would be as honored to hear yours as I have been to hear the stories of your friends."

With a gentle smile, Fluttershy began.

...

Having bid a good day to both Applejack, who had an applecart to run, and Fluttershy who was at the market to buy some apples from said Applejack, the two Unicorn continued on their way toward a site that would take Dawn's breath away (even if it would only be for a moment).

"Breath... slow, deep breaths." Twilight spoke calmly. She herself was used to hyperventilating and loosing her breath, such as how she could become when excited over learning new things that greatly interested her.

"Cloud..." Deep breath, in... out... "House?"

"I guess I should have warned you..." Twilight sighed. Hindsight was usually twenty / twenty... She then spotted a flash of rainbow in the sky. "Uh oh..."

...

Rainbow Dash was performing her job, tending to the day by day weather of Ponyville. Most of the time free drifting clouds were left to drift as they wanted, but they still had to be kept thin to make sure no unscheduled rain fell.

As she was clearing up the last cloud, she saw a flash from the corner of her eye. She glanced and spotted Twilight Sparkle just below her house, with another Unicorn.

Sure, Dash was up over fifteen hundred lengths, but her vision while flying was virtually flawless. The faster and/or higher a Pegasus flew, the sharper their eyesight and senses became. This really helped with flying at the insanely high speeds she so enjoyed.

She smirked and dove down into a death spin.

...

Twilight and Dawn watched as the cyan pony suddenly dove toward the ground, spinning, to what they could tell, uncontrollably.

Dawn gasped as the Pegasus approached the ground at dangerous speeds. If she crashed, she was going to most certainly get hurt very badly, at the very least. Most likely she was going to die on impact.

Only a single length from the ground, Rainbow Dash pulled up and flew level with the ground, coming to a complete stop before a grinning at a clapping Twilight and a pure white Unicorn who looked like all life had suddenly drained out of him.

Dash landed and grinned at Twilight. "Hey Twi. Nice statue ya got there."

"Statue? What statue?" She looked at Dawn and gasped. The horrified look on his face shocked Twilight. "Dash, he's new to Ponyville and knows nothing about Pegasus, never mind your own flying skills." She gently patted his face. "Dawn? Dawn Glimmer? Are you alright? Remember, slow deep breaths..."

...

"I'm sorry. Didn't mean to scare ya like that." Dash chuckled.

"I... I'm ok..." Dawn looked at the cyan Pegasus, her slender and very athletic frame, and her strong wings. How he had seen her flying so fast, gracefully and freely, he suddenly understood why the Pegasai of his homeland had rebelled against the law of no flight. "I thought you were going to crash."

"Oh, well, the first few times I tried that trick I did crash." Dash smirked. "First time I crashed right through the roof of Lyra and Bon Bon's house. They were not too pleased."

"You... crashed into a house and... lived?"

"Just through the roof. I pulled up and flew out their window. Good thing it was open or I'd have broken that too."

Twilight hung her head. "They're still a little miffed because of that you know."

"Hey, I payed for the repairs for their whole roof." Dash placed her forehooves on her flank, quite possibly the strangest position Dawn had ever seen any pony take. "And you know well enough I can hit the ground WAY faster than that and come away without much more than my mane being all messed up."

Dawn was starting to turn white again.

"Breath Dawn... Breath." Twilight reminded him for a third time.

"I... I'll be... ok..."

Three times in only a matter of minutes... Twilight sighed. "You're certainly not going to be good for Dawn's health, you know that Rainbow Dash?"

"Hey, I can't help it if my awesomeness is too much for some ponies."

Twilight then chuckled lightly. "Remember I said he's not accustomed to Pegasus?"

"Oh yea, why's that? He live in a cave all his life?"

Dawn slowly shook his head. "Not a cave. My home was built from slabs of stone though."

"Really? Wow. Bet they were heavy."

"Indeed..." Dawn's mane and tail were once again black. "And cold in winter."

"Cold don't bother us Pegasus much." Dash grinned.

Dawn nodded slightly. "I can understand now. Pegasus sure are powerful, no wonder the war with them took nearly a hundred years... A tragic event in the history of my homeland."

"Wait.. war?" Dash seemed to think. "I remember there was a war some seven hundred and fiftey years ago that lasted one hundred years. Lots of Pegasus were killed in that war, but so were so may Earth Ponies and Unicorns. If I remember right, their leaders tried to tell Pegasus they were no longer allowed to fly or something silly like that."

Twilight was impressed Dash knew that. "How do you know that?"

"Well, when the Pegasus finally realized the war was just being dumb, they took off. Only a few remained behind, thinking they could make a difference and get the stupid law removed. Nopony ever heard from them again. One of my ancestors was one of those Pegasai to leave." Dash looked at Dawn. "Wait... are you from that place?"

"I am ashamed to say I am." Dawn hung his head. "My people have performed such an atrocious act as to disallow Pegasai to fly, and Unicorns, such as myself, are not permitted to practice or even perform magic in public or even in the privacy of our own homes."

Dash paled, nearly turning white herself.

"Breath..." Twilight shook Dash by her shoulders.

Dash recovered nearly instantly. "But, that was like, forever ago. You can't be serious that those laws still exist, can you?"

"They do still exist. Until I arrived in Ponyville just recently, I had not imagined that Unicorns could learn such powerful magic, or Pegasus actually existed. I thought the stories of the 'winged devil ponies' could never actually be true."

"Winged Devil Ponies?" Dash fumed. "Ok... let me just... calm down..." She did not want to overreact. "Ok... what's with that name?"

Dawn bowed his head. "They earned that name during the war. They would fly in and grab Earth ponies, haul them into the sky and drop them, or ambush them and knock them off cliffs, or even create violent lightening storms that would wash away entire Earth Pony settlements."

"Nowadays, my homeland is a very strict place with many laws. Ninety five percent of the population is Earth Pony. The remaining five percent are us Unicorn. At one time, according to stories and legends, all three existed in even numbers, but after the Goddess Celestia descended, many laws came into place. Magic and flight was suddenly believed to be the rightful domains of the Goddess of the Sun, fire, life, death and rebirth."

Dash was doing her best to remain calm, and somehow, with Twilight pinning her down with her magic, was succeeding. She was wanting to fly right over to wherever Dawn came from and raise heck.

"Then the war broke out. We Unicorn tried to stay out of it, but the Earth Ponies felt we were aiding the Pegasai from behind the scenes, so any excuse was used to execute unicorns. Within only thirty years of the war... more than half of all Unicorns had been put to the torch, burned alive after having their horns brutally ripped from their heads." He could see the anger and hatred in Dash's eyes.

"But... finally, the war came to an end when there were no Pegasai left. Hearing what you said makes me feel... only a tiny bit better. I am happy to hear that most of the Pegasai left and were saved. Our history states that they had all been wiped out completely." He knelt before Rainbow Dash, his head bowed. "I offer my deepest and most sincere apologies for what my homeland has done."

"Hey, that was a way long time ago." Dash replied, still mad, but quickly calming down. "It's what's going on right now that's pissin me off. How can your homeland not allow Unicorns to use their natural gifts of magic? What happens to any Pegasus that travel to your homeland?"

"I do not know why our High Priests and High Priestesses have decreed these laws, or why they have lasted as long as they have." Dawn remained prostrated before dash. "If you wish vengeance, strike me."

"Oh heck no. You're a victim here. Why should I wanna hit you?" Dash lifted Dawn up and they met eye too eye.

Dash suddenly blushed as crimson eyes met crimson eyes. "Um... Why does it feel like I know you?"

Dawn felt the same, but knew that had to be impossible. He had never been out of his homeland until only three years ago... or had he?

"Rainbow Dash, I know I have no right to ask you of this... but could you tell me the tale of how you got your cutie mark?"

Dash was a little taken aback by the sudden change of topic, and especially with such a request. She only told her closest friends this story, but for some reason, she felt it was alright to tell this stranger.

So she sat back. "Get comfortable, this is an epic story."

...

Dawn finally knew the truth. He had been outside of his homeland before.

"A rainbow explosion... I... I remember seeing that now, so many years ago..." He sighed. "I want to tell you my tale, but I think it should wait." he looked up at the sky and at the sun as it approached the horizon

"What for?" Dash REALLY wanted to know more about Dawn. Sure, his homelands sounded like a terrible place for anypony to live, but there was something she saw in his eyes. Something from her own past that she couldn't exactly remember.

...

Dawn entered Sugar-cube Corner, lead by Twilight Sparkle and followed by Rainbow Dash, who now knew about the seventh Element of Harmony. In turn, he knew her to Represent the Element of Loyalty.

The sight before him was nothing like he could even have dreamed of.

So much brightness. So much positive energy. He could feel that everything here had truly been a labor of love and joy. He spotted Pinkie Pie as she bounced over, a smile crossing his lips.

"Hey there Dawn Glimmer!" Pinkie Pie greeted him with a huge hug. "Come on in and let me introduce you to everypony." She grabbed his forehoof and, somehow, dragged him to the center of the floor. She then took a deep breath and called out. "May I have everyponie's attention!"

All eyes were now on Pinkie Pie and the new Unicorn in town.

"I would like to introduce the newest resident to Ponyville. Dawn Glimmer."

Everypony cheered and welcomed Dawn.

His eyes were so wide in wonder. He had never felt anything like this ever before. He felt... welcomed.

He had to be strong... He couldn't cry. He held it in and began to enjoy himself.

...

Outside Ponyville.

"Are you certain?" A cloaked pony turned to his companion, another cloaked pony.

The second pony simply nodded.

"You better be. I payed for the best tracker in all Gaea. Lead on."

"No need." The tracer pointed toward a building that looked very lively.

"What in Celestia's dark name?" The first pony blinked at the bright lights and odd music. He actually had to stop his forehoof from tapping to the beat. He then spotted his prey.

"Finally. After three years lost in that cursed wood, we escape and instantly find your trail. I can't believe this good fortune."

"Remember, I charge by the hour."

"Yea, I know. But the bounty on this one's head is high enough to pay that bounty ten times over." He grinned. "And that's dead, double that alive."

The tracker pony blinked. "You sure the reward was that high?"

"five hundred thousand bits alive and half that dead. Yea, I can afford to pay you." He grinned and readied his bladed hoof-shoes

But then he stopped when he saw a female unicorn emerge from the building, using MAGIC of all things to carry a couple drinks.

"Blasphemy... they use magic like... like it's their birthright."

"Sickening... Can I rape and kill the mare?"

"I don't care. He's mine though."

...

Twilight sat next to Dawn and surprised him by levitating a drink with straw before him.

He accepted, trying his own clumsy telekinesis to hold it up. He decided to sit on his haunch and hold it between his hooves when he nearly dropped it twice.

Twilight laughed, a beautiful sound to Dawn. "Don't worry Dawn. With practice you will get better." She sipped at her own drink.

"Twilight?"

"Yes?"

"Thank you... for everything. I hope I can find something I can be useful at."

Twilight swallowed her latest sip, feeling a light warming in her belly and cheeks. She had not realized it yet, but the punch had been spiked (and not with a small dragon. Blame Berry Blitz, the local brewer of various 'none-foal-friendly' beverages, aka. Alcohol. That Pegasus was ALWAYS happy to attend parties).

"Why do you say that? Can't you rely on your special talent?" She glanced at his cutie mark.

"I don't know really. I cannot honesty remember why I got it... all I do remember was that..." His ears perked up suddenly and he shoved Twilight to the side, saving her from being hit by a dart. "Twilight, get back inside. You're in danger." He took a fighting stance.

Twilight stood beside him, seeing the pair of cloaked ponies emerge from the bushes across from the bakery.

"You missed. I thought you said you never miss."

"How was I supposed to know he's shove my little sex toy to the side like that?" The smaller pony reloaded a hoof mounted crossbow with another dart.

Twilight blushed brightly at that comment. "What did he just say?"

"Don't worry, I'll protect you." Dawn stepped in front of her.

The larger pony dashed forward, his hooves striking up sparks on the cobblestones.

Twilight could see he was wearing bladed hoof-shoes, a highly illegal weapon. She watched as he leaped, clearing five lengths, spun in mid air and attacked.

But he never hit his target, much to Dawn's surprise.

Twilight's horn was glowing, and so was the attacker.

"What the hay? You witch, PUT ME DOWN!"

"Not until you tell me why you are attacking us."

"I ain't attacking you. I'm attacking that run away murdering, magic using, sex toy of the High Priestesses."

Twilight flinched a little hearing that, but didn't release the attacker. "I don't believe you."

"He didn't tell you?" He laughed and spat at Dawn, right in his face. "He sold himself to the High Priestess to pay the priest of his town having saved his life. He then used magic to drown an innocent filly and ran away. There's a massive bounty on his head."

"I was trying to pull her from the river." Dawn cried out. "I was trying to save her, that's why I risked using my magic."

"Likely story. You was seen with your horn all glowing like, and so was that filly, thrashing in the river till she finally went under an drown."

Twilight gritted her teeth. "Silence."

His mouth suddenly went shut and he couldn't open it no matter how he tried.

But she was distracted. Too late she remembered the pony with the darts. She felt one sting her shoulder. In an instant, she felt her magic drop and she staggered, unable to remain standing.

She then fell, the last thing she saw was the first attacker attacking Dawn again and the smaller one advancing, something long and thick already evident between his legs.

...

Dash happened to see a strange glow outside the window to the bakery and called the others over, then went toward the door to investigate.

But before they even got outside, the glow suddenly stopped, and moment later a white with black mane and tailed unicorn came crashing through the window, a deep, bloody cut on his side. A moment later a cloaked pony leaped through the broken window.

"Official business ponies. I'm a law enforcer and I'm bringing in this murderer."

"Now hold on a sec." Dash stepped forward, catching the stranger by surprise.

Rarity was helping Dawn to his hooves while the Applejack joined Dash. Fluttershy let Dawn lean against her and started to back away.

"What the? Pegasus? I thought we murdered ya all off long ago."

Dash saw red. "You... You're from Gaea, aren't you?"

"You know of our beautiful country? Nice to know, and now that we know about this country, you know we'll be here back in force... not only to take back that criminal, but to finish wiping out you filthy, disgusting vultures."

Applejack grabbed Dash and was having a hell of a time holding her back. She was a lot stronger than her slender frame suggested, but then again, this was a pony who could easily crash into the ground while pulling the Sonic Rainboom, and laugh about it.

But still Applejack was stronger, physically at least, and could hold her back.

The attacker could see the grooves being worn in the solid wooden floor and gulped. "Just you wait..." he then threw something on the floor, filling the room with a thick smoke. Dash flapped her wings, clearing away the smoke and in moments the bakery was clear.

Dawn collapsed, blood pouring from his injury. "Twilight... help... her..." he then blacked out.

"I'll take care of him." Nurse Redheart, who had joined the party, stepped over, her ever-present emergency kit at the ready. "You go save Twilight and kick that liar's flank."

"You betcha, thanks." And Applejack let slip the Rainbow Dash of War.

...

"You're seriously going to fuck that disgusting horned mule?" The larger pony frowned at his companion as they headed back toward the Everfree forest.

"Hell, might take us three years to get back, an I'm bored with fucking the animals in there... specially sense I gotta kill em first sense they try to eat me. This hot piece of ass, I'll keep her drugged up till I'm good and satisfied. Hell, she might pop me a foal I can raise. If it's a filly, I get my own little fuck pupped. If it's a colt, then I can just sell it off when we get back. Most likely gonna by a horny foal anyway."

"You've got some sick tastes, you know that? Anyway, let's make sure we get to the forest before that she-devil with wings catches up. I got the worst vibe seeing her."

"Yea? Wish I coulda darted her too. I hear Pegasus have the tightest plots."

"Ugh... enough. This ugly mule is enough. You can raise your own inbred slaves when we get back. Before that, no stopping to fuck the bitch."

"What if it takes us three years to get back?"

"Won't take that long. We only took that long because we were chasing that murderer around in here for three years."

Shrug. "Fine, let's double time"

The larger nodded and pulled out a trio of small glass flasks. They fed one to the unconscious Twilight and then drank one each.

In seconds, they all became invisible, leaving no tracks to follow.

...

Dash could see the tracks heading toward the Everfree forest. These two she was chasing were fast for ground pounders. She then stopped. The tracks had vanished. She landed and looked around at where they had disappeared It looked like the tracks had simply faded away.

"What the heck?" Dash fumed. She looked back to see Applejack, Rarity, and Pinkie Pie. "The trail ends here."

Applejack was examining the tracks. "The smaller one is the one carrying Twi. His hoof-prints are deeper than the larger ones. How we gonna find em in the dark?"

Fluttershy flew up finally. She examined the tracks herself and sniffed. "They went this way"

"How can you tell that sugar."

"They do not smell like they have bathed recently." Fluttershy scrunched up her nose.

"Everypony, follow Fluttershy." Rarity lit the way with her horn.

...

Back at Sugar-cube Corner.

The party had been in full swing till the party, and front window, had been crashed.

Most present at the time had quickly made their way out.

Dawn lay there, having regained some consciousness. He glanced up to see a pony with a heart and cross shaped cutie mark tending to his wound.

"How long was I out?"

"It's only been fifteen minutes." She replied, herself glancing at some of the remaining ponies who were helping clean up the broken glass, mainly unicorns with their magic. "You just rest and..."

"You don't understand... that pony... he's very dangerous. His companion... if he took Twilight... he might..." he gritted his teeth as he started to get to his hooves. "If he defiles her... I will become a murderer..." His red eyes glowed slightly.

Nurse Redheart gasped. "No, you have to stay. That cut is deep, and I've only put bandages on it. It needs stitches or healing magic. Twilight is the only Unicorn in Ponyville who can cast that kind of spell."

"Then... I'll have her heal me after I save her."

He didn't understand it. He could see the path they had taken. He could feel where Twilight was right now. Dawn ignored the insane burning pain of his injury and rushed out the door.

...

Tracking was not quite so easy in the forest, so many strange scents were starting to mess Fluttershy up.

"Oh... I'm so sorry. I can't follow them anymore."

"Not sure it really matters Sugar-cube" Applejack sighed. "They're movin' pretty fast, and we're crawlin' along."

"The forest is too thick for me to spot them from the sky." Dash fumed. "Rarity, can't you try to track them somehow?"

"I've tried, but they're not carrying any gemstones."

"Oh, I know. We can go to the other side of the forest and wait for them to come out." Pinkie suggested.

"An just how do y'all expect us to guess where they'll come out the other side? The Everfree's a really big place, and it'd take us months just to cross it. Assumin' we don't go an get lost in here."

"Aww, Applejack. I thought it was a great idea."

"I'm so sorry. I'm useless." Fluttershy hung her head and started whimpering.

"You are not useless Darling." Rarity hugged Fluttershy gently. "Those ruffians are just moving too fast, and they're using some strange magic to hide themselves from my magic too."

Dash sighed. "I think I know something. Where they come from, Pegasus were either chased out or killed off completely. Unicorns are not allowed to use magic, and I bet they have tricks to keep a unicorn from using her magic. How else could they have ponynapped Twilight?"

"Dunno Sugar. All Ah know is, when Ah catch up to em, they're in for a world ah hurt." She kicked a tree and splintered it in half.

She knew she could kick harder, and was actually very gentle with her beloved apple trees

"It's too dark to do anything... We should head back and try again in the morning."

At that moment, they heard hoof-prints approaching from behind, as well as ragged breathing.

They watched in almost horror as Dawn staggered up, blood having soaked through the bandages on his side. "Have... to... save... Twilight..." He continued past the group, but Rarity rushed in front of him.

"Hold on Sir Glimmer." Rarity frowned. "You are in NO state to be running."

"Have to... save... Twilight..." The strange glow in his eyes suddenly faded and he collapsed.

...

"Can we stop running? We been moving for three hours now. My fuck toy is getting a bit heavy, and I wanna make sure she ain't gonna cause us no trouble."

The larger pony slowed. "Fine, best take care of this before she wakes up, but we don't have time to stop for you to have your fun."

The smaller pony dumped Twilight on the ground and pulled out a small saw from within his cloak, a cruel grin on his face.

...

Twilight suddenly awoke, her head screaming in such agony. Her left eye couldn't open for some reason, like something thick and sticky was keeping it shut. Her right eye opened and she saw the pair of attackers laying near a small fire.

She tried to move, but her head exploded in agony.

"Oh look, she's awake." One of the attackers spoke and approached. He looked down, a cruel grin on his face. "Yer lucky we're only stopping for a quick break. There's some skragweed by your face, eat up, cause you're walking."

Twilight struggled through the pain and looked up, seeing something lavender and pointy hanging from a cord around his neck

Horror filled her as she recognized her own horn. Her scream ripped through the forest, frightening many night time predators into hiding.

...

Morning.

Dawn struggled his way out of the bed. His side stitched up. "Let... me... go... please?" He gasped for breath as Nurse Redheart tried to push the very strong Unicorn back down.

"You are terribly injured. You have to rest and heal."

"You do not understand..." Tears in his eyes. "They will cut Twilight's horn off and rape her, if they have not done so already... I have to try to save her."

Redheart gasped. "How... how can ANYPONY even dream of doing something so cruel..."

"The Earth Ponies who conquered my homeland six hundred and fifty years ago..." He pushed the smaller nurse aside and rose to his hooves. "They called me a murderer... I am not. I will save Twilight without taking any lives." He smiled at the cute nurse. "I thank you for patching me up."

He took a step and felt a little sting in his flank. Looking back he saw a stallion wearing a doctor's coat... and a needle sticking out of his own rump. "That's... cheating..." He collapsed and blacked out.

...

The letter had been sent to Princess Celestia. Twilight's friends knew they could never find the ponynappers on their own and would REALLY be needing help.

Only moments after the letter was sent, Princess Celestia appeared in the Library.

They all bowed quickly before standing and explaining the plight of the Princess's beloved pupil and their dear friend.

"She has been Ponynapped?" Celestia's eyes narrowed, dangerously so.

Pinkie Pie's mane and tail were strait, and had been so sense the realization of just how dangerous things had become for Twilight.

"Where is Dawn Glimmer?"

"He is at the hospital." Rarity answered. "He was hurt really bad trying to protect Twilight."

Celestia nodded. "Take me to him."

...

"Absolutely not." The doctor blocked Applejack from entering the room. "He's sedated and needs his rest. His injury is severe."

"Y'all don't understand. He's the only one who can find Twilight. He done told us he can sense her."

"I'm sorry Applejack, but his injury is life threatening. It got terribly infected with his little stunt of running into the Everfree Forest last night. He's just lucky no predators caught scent of the blood." The Doctor replied, a stern look on his face, which suddenly vanished as he appeared to perform a faceplant.

Applejack was plenty confused till the tall, elegant form of Princess Celestia walked past and entered the closed room.

She followed, with the rest of her friends.

"Dawn Glimmer..." Celestia lowered her horn to his injury and focused her magic. Healing a wound like this was extremely difficult for any Unicorn who knew the spells, but it was no trouble for the Princess.

The bandages flew off, revealing the horrible gash.

Fluttershy whimpered at seeing this, but her eyes stayed locked on as the magic took effect.

The raw red from the infection faded away. In mere moments all she could see was the horrid gash in his side. The cracked and gashed ribs she could see knitted and repaired themselves. This was followed by what looked like the painful healing of the muscle and blood vessels. The injury soon looked far less severe than it had moments ago. Finally, skin started to pull and grow over the wound, making it almost completely vanish, all but for the silver scar.

Dawn's eyes snapped open and he gasped, wincing in pain before it faded away.

His eyes then met Celestia's.

"Go, save Twilight Sparkle. I have healed you and strengthened your magic."

Dawn rose and bowed only his head, then rushed from the room, his eyes glowing bright red.

Celestia looked at the rest of the stunned ponies. "My little ponies, go, he will need your strength to save Twilight."

"Can't you come with us?" Fluttershy asked shyly, having not left with the others just yet.

"I wish I could, but I must prepare for a journey over the Everfree Forest, to Gaea, and put an end to the madness. If those two who took Twilight reach there before you stop them and save Twilight, then we run the risk of an all out war. Here, take these medical supplies with you, I feel you may need them." She summoned a saddlebag and set on Fluttershy's back. "Now go, may you be in time."

The others had already left, so did not hear Celestia's words. Fluttershy nodded and rushed from the room.

(Oh Twilight...) Tears poured from Celestia eyes as she vanished from the hospital. (I can feel your pain... I hope I can heal you.)

...

He moved fast, feeling stronger and lighter than he ever had in his life. He had failed that filly those three years ago. He would not fail Twilight. His heart guided him.

He knew there was four strong and amazing mares right behind him, and one flying above. Somehow they were making amazing time.

The vines and plants almost seemed to move out of Dawn's way, like they knew he had something so important to do that even nature feared his wrath. Whenever they came to a river, there was a fallen log or boulders to help them cross. Canyons all had natural stone bridges or fallen trees to help cross.

Dawn knew they were catching up. The closer he got, the more he started to feel Twilight's pain.

...

"Damn forest..." The tracker scowled as he yanked on the chain attached to the iron collar around Twilight's neck. "Why is it starting to feel like something is trying to slow us down or stop us?"

Twilight had a few choice words she wanted to say, but the muzzle that sick and twisted tracker had put on her kept her from speaking. She wanted to cry every time she saw her horn hanging from around his neck. The cord had been made from her own tail hair as well, not cut, but ripped out.

She would stagger every now and again, only to get painfully yanked along and forced to keep moving.

Then they came to the canyon, a brutal river far below.

"What the hay?" The larger of the two scowled. "I sure as hay don't remember there being anything like this last time we came through here."

"What are you talking about? Last time we were running all over the damn forest hunting that bastard."

"Yea, I know... And I have the feeling that as soon as he can move again, he's going to be coming after that mare you're dragging behind us. She's just slowing us down."

"What do you suggest?"

"Fine,,, Fuck her, then kill her and leave her as a reminder not to screw with us."

The tracker suddenly got a sick gleam in his eyes. "Oh... bout time I get to rut the bitch."

He shoved her down to her knees and slammed her forehead against a rock, right where her horn had been sawed off. He then wrapped the chain around the rock to hold her down.

Twilight's head exploded with untold agony at the blow and she cried in pain.

The tracker then mounted her, biting into the back of her neck and drawing blood. "Nng, so tight..." He grunted as he pressed the tip of his shaft to her most private place.

...

He sensed them before even Rainbow Dash could spot their quarry. He pushed on ahead, almost doubling his speed and crashed through a thick wall of vines. The first thing he was the look of total shock and almost terror on the trackers face as he was biting into Twilight's neck, his eyes locked onto Dawns.

"Shit..." He muttered as the slightly larger unicorn charged full speed, horn lowered.

The hunter jumped off, extending his own hoof-blades before he landed, but he was not as quick as he had been hoping.

Dawn glimmer had rebounded off a boulder, cracking it in half and launching himself right at his target.

Tracker barely manged to deflect the oddly hard, and glowing horn with his weapons, but the connection sent him flying sideways with an unseen force. He slammed into a tree and fell limp.

Dawn rushed to Twilight's side and cried in dismay at all the blood coming from the most evil of wounds imaginable to any unicorn. He spun around and glared, but the tracker was missing.

"Well, never thought you'd have the guts to come after us in your condition." Hunter snickered, then spotted the total lack of a wound. The only telltale sign there had ever been one was the odd, silver streak on his coat. "What manner of witchcraft is this?"

"Our benevolent, kind and wise Goddess, Celestia herself, healed me." Dawn turned to face his hunter. "You and your vile companion... you have done the most disgusting thing you can to a Unicorn... and you will pay for that."

"You and what army?"

"This army."

Hunter looked and paled at the sight of not one, but two Pegasus, another Unicorn with a brightly glowing horn and finally two strong and healthy, and totally ruttable female Earth Ponies.

"So, you've got your concubines to back you up?" he chuckled. "If you so much as make a move to attack me, your little purple mare will die."

Dawn looked down at his hooves where Twilight had been laying, but she was gone. He looked around and saw Tracker, at the edge of the canyon. He was holding both Twilight and her horn, which was mounted onto his dart-bow.

Tracker giggled insanely. "You can choose one and only one. The rutt-toy, or her horn. You won't be getting both." With that, he threw Twilight over the edge to the sharp rocks and the raging river below. At the same time, he fired into the canyon, in another direction, the horn.

"NOOOO!" Dawn rushed to the edge.

But before he could leap after her and pray to his new Goddess Celestia, a cyan and rainbow Pegasus streaked past him, diving for Twilight.

Fluttershy flew as fast as she could after the horn... but could only watch it vanish into the churning water.

Applejack and Pinkie Pie rushed after Hunter, closing on either side while Rarity threw a kinetic bolt at Tracker.

But Tracker was ready, and skilled at fighting Unicorns and their magic. This spell was a lot more than he had been expecting, as his 'native' unicorns had much weaker magic.

Still, he pulled another horn from within his cloak and deflected the spell, at the cost of the horn shattering. "In Celestia's dark name... such insane power." He looked back and then grinned. "Still got one trick left." He grinned and dove off the cliff, falling past Rainbow as she carried Twilight back to safety. His cloak suddenly expanded and folded out, into wings. He glided away, riding the turbulent winds of the canyon.

Hunter on the other hand, was being hard pressed by two strong fighters. While one was very direct, and was splintering trees with her hooves, a downright near impossible feat as far as he knew, the other was attacking with fast front kicks, sticky ribbons that clung to his face and small stones that would make small, and very loud, pops and bangs, as well as mildly disorienting flashes.

He gritted his teeth as his left foreleg was struck by a bone-shattering hind kick from the orange pony.

He gasped in pain and decided it was time to get the heck out of here. He threw down something that created another thick cloud of smoke and vanished into it. Once out of sight, he made use of another trackless potion, escaping these very dangerous mares.

...

Ponyville Hospital.

Twilight was currently heavily sedated and unconscious, which was a blessing. Her injury though, had become infected. With the only Unicorn in Ponyville capable of using the magic potent enough to cure the infection being the victim of it, things did not look good.

The Doctor (not Dr. Whoof) did his best to keep the infection from spreading with what medicine he had on hoof. He had cleaned the horrid wound, something that made this unicorn extremely squeamish.

He finally felt her fever from the infection had stabilized, if not dropped by at least a couple degrees. He exited the OR and into he waiting room, where six VERY worried ponies and one extra very worried baby dragon were waiting.

Dawn was the first one up. "Is... is Twilight going to be ok?"

"Her fever is coming down, thanks to some of the amazing medicines that we've received from Zecora... but I'm afraid there's nothing I can do about her horn. Without the missing piece, I cannot graft it back on..."

Fluttershy cried openly. "I'm sorry I was too slow... I'm useless..."

Rarity comforted the poor Pegasus "Shh, you are not to blame. It was those two monsters who are to blame." She tried to remain calm, but her eyes showed that if she ever got her hooves on Tracker... Well, let's just say, it would NOT be pretty.

Rainbow Dash sat next to a very melancholy Pinkamena (a very nerve wracking time for said Pegasus). "Can we go in and see her Doc?"

"She's sleeping right now, so if you're very quiet, I guess I can allow you a short visit." He glanced back at the room. "Twilight Sparkle is going to need all of your strength and love to pull through this."

Dawn hung his head. If he had taken the time to finish off Tracker... Twilight would have her horn and be on the way to a full recovery. He then thought of something else. He pulled the doctor aside when the mares entered the room.

"Doctor, I have a question."

"What is it?"

"Can you perform... a horn transplant?"

...

To Be Continued...

...

*Please do not flay me, but according to standard myth, Phoenix are all male, so I choose to refer to Philomena as a 'he' rather than as a 'she'. I know in canon Celestia referred to Philomena as a she... which grated on my nerves... ever so slightly.

*This Lil' Miss Rarity has NOTHING to do with the masochistic 'Lil' Miss Rarity' commonly found on some Pony Tumblr sites.

Love and devotion come hand in hand. While love can be shared freely with all, the core of love and devotion can only truly be shared between two hearts.

Chapter 2

MLP: Love and War

"Can you perform... a horn transplant?" Dawn Glimmer asked the Unicorn doctor.

Dawn Glimmer had the most serious look on his face, and the doctor knew this stallion was not joking.

"I can... I mean, I've done it once... but the donor was the twin brother of the mare in question... I don't even know if your horn is compatible with Ms. Sparkle."

"Can you find out?"

"I can test you both... but the likelihood is almost impossible... I mean, her magic is renowned to be almost as powerful as Princess Celestia's."

"And then there's me... A unicorn who was raised in a land where we are denied use of our own birthright... and not just me, but for generations. Our magic must be so weak by now..."

"Like I said, I can test you both, but don't go getting ready to have your horn removed just yet, alright? If Princess Celestia can come and heal Twilight just as she healed you, then it will be alright."

BURP!

"Spike, manners." Rarity's voice came from the room. "Oh, a letter... from Princess Luna?" She emerged from the room, levitating an open scroll. "Oh no..."

The rest of the girls emerged from the room while Spike remained at Twilight's side.

"What's the note say?" Dash asked, peeking over Rarity's shoulder.

"It's from Princess Luna... she says that her older sister, Princess Celestia, has already departed for Gaea and already over the Everfree Forest... where her teleportation magic does not work." She looked up. "Celestia was our last hope."

The doctor looked at Dawn.

"There is one hope... one ever so small hope that is like a pinpoint of light in an infinite space of pure blackness..." He returned the doctor's gaze.

The doctor sighed. "We can attempt a... a horn transplant."

Rarity nearly fainted, and Fluttershy did.

"Do not fret, Miss Rarity." Dawn looked toward Twilight. "I am willing to make the sacrifice..."

"Assuming your horn is compatible" The doctor reminded him.

"Then perform the tests. The sooner we can save Twilight, even if I loose my magic, the better." He smiled an honest smile at the mares. "Besides... I've lived my whole life and never learned much magic. I won't feel the loss so much as Twilight." He looked back toward Twilight. (I don't know why... I only met her today, but she's important, not just to her friends... but to me. I... I can't let her suffer like this. It would be a fate worse than death...)

...

It took a visit from Princess Luna to cure Twilight's infection and fever, and for this everypony was especially grateful

Pinkamena's mane and tail even poofed out, ever so slightly.

"I hath cast a spell to ease her physical pain and suffering. As well, I have checked magically... her purity t'was not defiled, though nearly t'was." She bowed gratefully before Dawn. "Had you been a second late..."

"P... Please Goddess Luna... I am not worthy enough for one so graceful and powerful to bow before me."

Luna rose, and made eye contact with Dawn. "Twilight holds the same place in my sister's heart as do I. She loves both of us unconditionally. That makes Twilight and I, in my sister's heart, sisters to each other. I too hold the same love for Twilight. She saved me from Nightmare Moon. She taught me of friendship. I care for all my little ponies." She smiled to all present.

Dash looked up at Princess Luna. "Can... can you heal her horn?"

"Ney, that I shan't do."

"Eh? Why not? Can't you do it?"

"Indeed I can, such is the power of the Regent of the Moon, but to do so... the only magicks I know are for the healing of an Alicorn's horn. T'wer I to heal her with such magics... it may well transform her."

"Oh... um... into an Alicorn?"

Luna simply nodded. "That may well be a possibility, hence that magic is forbidden. Even my sister cannot restore a horn without the missing part, lest she use the same magicks."

Dash hung her head and glanced sideways at the Doctor. "Say Doc?"

"Yes Ms. Dash?"

"Please take care of Twilight, please? I... I'm going to go home. And Dawn Glimmer?"

"Of course... I will not leave her side... I dare say... I cannot leave her side, for my heart aches at the very thought."

Luna blushed. "Such devotion. I can see why you represent the Element of Love." With a nod to all present, Luna transformed into a mystical blue cloud and vanished.

"Doctor..." Dawn turned to the slightly shorter Unicorn. "Perform the tests."

...

It had taken nearly a whole day, but the doctor finally had the results.

"Mr. Glimmer?"

Dawn raised his head from beside the still slumbering Twilight. It looked like he had not gotten any sleep all night. "Yes?"

"I have the results..." He eyed the chart over.

"And?"

"Well, your own magical knowledge is very limited, but..."

"But?" He leaned closer.

"Well, your potential is very impressive... I dare say an equal to that of Miss Sparkle. If we perform the transplant, there's a fifty - fifty chance it will work."

"Is that the best chance we have of saving Twilight?"

"Let me just say... for not being from her family, and being from another land altogether, fifty - fifty is an amazing chance of success. Those twins I mentioned before, they were twins and they had the same chances. That transplant was a resounding success."

Dawn let out a sigh of relief. "Very well, I will do whatever it takes to bring Twilight back to us, to her beloved friends and Goddess... I mean Princess." He took one last look at Twilight and followed the doctor. There would be quite a few papers to fill out.

...

Rarity arrived at the hospital to visit Twilight and Dawn. She entered Twilight's room and froze. They were missing. She rushed to the front desk and found Nurse Redheart.

"Dear me, I seem to have lost my friends. Ms. Twilight Sparkle?"

"Oh yes, she is in a very difficult operation right now." Redheart looked quite concerned. "How are you Miss. Rarity? Any complications?" She glanced at Rarity's pristine horn.

"Now now Nurse Redheart... we promised never to mention that..." She sighed. "But no, no complications. I am most concerned with Twilight and Sir Glimmer right now."

"The operation should be nearly done. Baring no difficulties."

Rarity nodded and noticed Fluttershy enter. "Oh, Fluttershy dear, over here."

"Oh hello Rarity." She smiled nervously. "How is Twilight?"

"In the operation." The white unicorn lead Fluttershy over to the waiting room. "Such a noble sacrifice from Sir Glimmer." A tear escaped her eye as Fluttershy sobbed into Rarity's neck.

...

Twilight dreamed a strange dream. All her pain had vanished under the gentle moonlight, and from that Moonlight, Dawn Glimmer appeared. He smiled gently and touched his horn to her forehead. There was a gentle and warm light, one that made all her worries vanish.

He then pulled back, missing his horn, slowly fading away. "Twilight Sparkle, take all that I am and be whole again. Take my horn, and feel my love." Then he was gone.

Her eyes snapped open and she sat up.

Instantly she regretted that move, her head pounding insanely, but not with the sheer agonizing pain from before. She lay back down carefully and touched her forehead. There was an odd bandage there, like a cast over a horn.

She then realized she was in a white walled room, in the Hospital. She tapped her forehead again. Had they recovered her horn as well as rescued her?

Twilight heard a sound to her right and looked.

Dawn Glimmer was in the bed next to hers, with bandages wrapped around his head.

Instantly she noticed something that made her gut wrench.

His bandages showed no space for a horn.

Her hoof gently touched her cast again and her face paled. "No... what have you done Dawn?"

He cracked an eye open and glanced at her. "T... Twilight? Are you feeling better?"

"I... Dawn... what have you done?"

"I sacrificed my horn to save you." He turned his head and smiled. "I hope you're not mad at me."

"I... I could never be mad at you Dawn... But... your horn? Why?"

"We saved you, but lost your horn in a deep canyon and raging river..." His smile faded a bit. "Sorry, but you might have a white horn now."

Twilight shook her head a little, not enough to make her head pound anymore than it already was though. "Not that... but... but... your horn... Why? Why did you sacrifice your horn? A Unicorn's horn is... It's like our heart. We can't be a Unicorn or use magic without one."

"Don't worry. I've lived my whole life and never made use of my gift. Now, I have given you the chance to live YOUR life normally."

"But... what about our differences in power?"

Dawn chuckled lightly. "Don't worry about that. It would seem that generations of not using our magic may have dulled our knowledge, but it seems to have strengthened my potential."

Twilight was shocked. "Still... I... I can't believe you did this..."

"Aren't you happy? I... I'm not taking it back so you may as well keep it."

"Ooh..." Twilight felt a little frustrated, but still. She could actually feel the horn mending quickly. Maybe in a month or so she could start using magic again. "Dawn?"

"Yes Twilight?"

"I... Thank you." She looked back up at the ceiling "As long as you don't fade away on me."

"What?" He asked curiously.

"Oh... sorry. Nothing, just a strange dream I had."

Dawn's smile brightened. "I'm not going anywhere, not for a week at least until this hole in my head heals."

Twilight returned the smile. "Ok, I trust you." Then she added in a very quiet whisper. "And... I love you."

Dawn said nothing, but he had heard her. (I love you too Twilight. I would sacrifice my life for you...) He closed his eyes and drifted off too sleep.

...

Twilight was released three days later. She was greeted by all her friends as she entered the hospital waiting room. The cast was still on her head, but she didn't mind. She thought back to only minutes ago, in the room she shared with Dawn.

"Twilight?"

"Yes Dawn?" She said as she sat up.

"I have something for you to hold on too, for a while at least."

"You have already given me more than anypony could ever have dreamed of." She smiled at the pony she knew she loved.

Dawn returned the smile in full. "I want you to hold onto this for me." He held up a hoof, hanging from it was his pendant, the Element of Love.

"What? No... I can't take that from you."

"You're not taking it. I am asking for you to hold onto it for me. I'll be out of here in at about four more days. Hold onto it for me, please?"

Twilight nodded and approached. She lowered her head and he gently placed it about her neck.

They were face to face now, and looking into each others eyes.

Twilight blushed and leaned closer, bringing her lips to his.

Dawn was surprised, but pleasantly so. He returned Twilight's gentle kiss. They remained like this for only half a minute before breaking.

"Twi?"

Twilight shook her head a little. "Applejack?"

"Are you wearing Dawn's pendant?"

Twilight nodded. "He asked me to hold onto it for him." She blushed a little. Her lips were still tingling from their brief kiss. Her first kiss.

"Aww, that's sweet of him." Fluttershy blushed.

"How's your horn feeling?" Rarity asked, a look of concern on her brow.

Twilight rubbed the cast again. "Actually... I can tell the transplant has taken. It's healing remarkably fast, faster than the doctor predicted." She smiled brightly. "It seems Dawn may actually have had the same level of magical power I do."

This made all present glad.

"So, what about Dawn? He going to be alright without a horn?" Dash asked, obvious concern for the brave pony who had rushed to Twilight's rescue like a knight in shining armor

"He's physically the strongest unicorn I have ever met. He's lived his whole life and used his magic but a hooffull of times." She looked back toward his room. "He told me he'll be fine."

Rarity felt terrible for Dawn.

(I... I can't believe he actually sacrificed his horn for Twilight. Such kindness, loyalty, generosity and love. He's showing many of our own traits. He's so much like my own brother.) She thought back to when she was very young.

Her own twin brother. They had been in a terrible accident and Rarity's horn had been ripped clear from her skull and crushed under a massive stone. He had suffered injuries that would ultimately take his life, and the wound to his little twin sister was also going to take her life.

He then made the choice. "Take my horn and give it to my little sister. I want her to grow up strong and beautiful and smart and kind and generous."

Those had been his last words, and he gave her his horn so she may live.

Her thoughts came back to the present. "Twilight? I... I hope you heal really fast. I also hope your new horn doesn't clash." She gave a wry grin.

Twilight smiled. "I don't care what color my new horn is. It is the most treasured gift I have ever received"

Somehow, this made Rarity feel better.

Pinkie was still in Pinkamena mode after all this time. She had never been like this for this long. She smiled at Twilight, her hair poofing out just a little. "Twi?"

"Yes Pinkie?"

"Are we going to have a party when Dawn gets out?"

"Sure, and I know the perfect pony to throw it."

"Who? I... I don't really feel like throwing any parties right now..." She hung her head, glancing toward the bedroom door.

"How about when you feel like throwing a party?" Dawn poked his head out. "The doctor told me I can walk around a little." He smiled at the pink pony. "Pinkie, care to walk with me? I'd appreciate the company."

"Go on Pinkie." Twilight patted her shoulder gently.

...

Pinkie Pie, in eighty percent Pinkamena mode, walked along with Dawn.

"You know Pinkie Pie, you remind me of a sweet and energetic little filly I knew before I left Gaea."

The mare blinked. "Really? What was she like?"

"An Earth Pony, like yourself. She was all white with blond mane and tail. They were styled up just like yours actually. Her name was Surprise."

Pinkie caught the past tense right away. "Was?"

"She... she fell into a river one day, three years ago. I panicked and used my magic to try to pull her to safety. Just before I succeeded.. a group of Earth Pony soldiers spotted me and knocked me down. They didn't even raise a hoof to save her." Tears flowed from his eyes. "I ran away, as fast as I could. Into the Everfree Forest and vanished from the world... at least, that's what it felt like." He looked Pinkie in the eye. "She was... she was more than a friend. You see, at that time I had been a slave to the High Priestess of the province... her personal slave. Surprise was just more than a filly I knew or a friend... She was my daughter. You remind me so much of her, with your joyous exuberance and energy for life, and your ability to bring that joy and happiness to others..."

Pinkie Pie paled. "You... your own daughter?"

"I... because of my station, I was not permitted to call her my daughter. She was lucky to take after her mother, an Earth Pony." He offered Pinkie a smile, even though there were tears in his eyes. "I wish she could have met you. The two of you would have been the best of friends." He sighed and looked up at the sky from the courtyard.

Pinkie leaned against Dawn. "Dawn?"

"Yes?"

"I... I think I understand. You see your daughter in me, don't you? Even though you and I are about the same age."

Dawn chuckled lightly. "Yea, I kind of do. If I ever accidentally call you Surprise, just remind me of reality. I... I can't live in the past. I have to live for the future. I am the representative of the Element of Love after all, and Love cannot be allowed to die, can it?"

Pinkie Pie shook her head, her mane poofing up little. "If you ever call me Surprise, I think I'll be happy, because you have not forgotten about your own daughter." She smiled brightly, her mane and tail returning fully to normal. "Oh would you look at that?" She fluffed her mane with her hooves and giggled. "I guess I won't be combing my mane anymore."

Dawn chuckled. "You're already making me feel a lot better."

...

Rainbow dash watched from the roof. Her heart felt warm, even though she felt saddened by Dawn's story. (Don't worry Dawn. I won't tell anypony about your daughter... I'll leave that between you and Pinkie.) She glanced down and blinked. Dawn was smiling up at her, and offered a wink.

Pinkie Pie hugged Dawn before she left. "Are you sure you'll be okay here by yourself?"

"Yes Pinkie, I'll be fine. You head back to your friends, and you are all welcome to visit anytime... during visiting hours."

"Of course." She happily bounded her way out the door.

Dash fluttered down and sat next to Dawn. "Sorry... I didn't mean to pry. I... I'm sorry to hear about your daughter."

"It's alright. I heard you land up there, and I know you heard everything I told Pinkie. I don't mind if you tell the others about my little Surprise. I didn't tell Pinkie to keep it a secret after all."

Dash grinned. "I guess so. Still, sorry about eavesdropping like that. I was just really concerned for Pinkie. Last time I saw her like that was quite a while ago and she was really feeling sad."

"She's a special pony. You all are. You are all so strong and willing to live your lives. The Unicorns of Gaea... we may as well just cut our horns off and throw them away for all the good it's done us. We're all just slaves really, you know that? Animals get treated better than us." Dawn leaned back and looked at Dash's wings. "I remember when I was a young colt. I wished I had been born with wings so could fly away from it all."

"If you ever get that wish fulfilled, you come let me know. I'd sure wanna race you." She grinned.

Dawn chuckled. "I'm sure you'd win. No doubt about that, but I'd do my best to make it hard on you."

"I've seen how fast you can run. You can outrun most Pegasai while they're flying, you know that?"

"I can?" He blinked. "Oh, back in the forest, right?"

Dash nodded.

"I... I was under a spell from Goddess... I mean Princess Celestia. I can't use magic to do anything like that."

"What about your glowing eyes?"

"Glowing eyes?"

"Yea, they were glowing even before you were healed. You said you could 'see' where Twilight was and tried to rush off to save her."

"I... I wasn't thinking clearly." Dawn lay down. "So... tell me what happened in that fight. I know I did some things I don't really understand myself."

"Well, your horn was glowing, that's for sure. Even when that smaller guy blocked your horn attack, he was thrown aside like he weighed nothing. You also busted up a pretty big boulder."

"I did?" Dawn seemed to be starting to remember everything about the actual fight. "I did, didn't I? Guess Celestia's spell made me stronger and faster than normal."

Dash frowned a little, but only for a moment. "I bet if you were to try to run that fast again, you could do it. Heck, at that speed, you could outrun me or AJ, well, not if I was flying, but just running."

Dawn didn't reply verbally. He just chuckled. "Say Dash, can I tell you a secret?"

"What? That I remind you of another little filly you know?"

"Nothing of the sort..." He looked Dash in the eye. "I have met you, back when we were both foals. I don't know how, or when exactly, but it was back on the day you performed the Sonic Rainboom."

"Really?"

"Really. I kind of only remember bits and pieces. I was on the ground, obviously. I have no idea how I came to be there, because I had been in Gaea only hours before. I had entered the Everfree Forest, only a little way, and I came out on this side."

Dash blinked. She suddenly remembered meeting a Unicorn after the race while searching for her friend Fluttershy, who had fallen from Canterlot to the ground.

"You... you were that Unicorn that helped me find Fluttershy. I remember that clearly now. Right after we found her, your cutie mark appeared."

Dawn nodded. "Yea. I felt so happy that I had helped you and saw your and Fluttershy's happiness It made me all warm inside. I think Fluttershy would be so happy to hear that, she's been feeling miserable sense those two freaks appeared."

"I...I know... I can feel her sadness, even now... I no longer have a horn, but I can still feel the emotions in others. It's tearing up my inside to see such a kind and beautiful soul suffer."

"Now about I go get her and you can tell her yourself?"

"I... I don't know. I think her seeing me like this will just make her feel worse."

"I don't know. If she hears the word from the pony's mouth it might make her feel a lot better. I'll tell her you want to talk to her, alright?"

Dawn relented and nodded. "When she's up to it, of course I would be happy to talk with her."

"You know, I was actually quite depressed, but you're special talent seems to have brightened my mood up. You sure did wonders for Pinkie Pie."

Dawn chuckled. "Yea, I did make her day... didn't I?"

Dash nodded and stood up. "One of these days, you never know, you might get the chance to fly." With that confusing statement, Dash flew away.

"Wait... what?" Dawn blinked, but Dash was gone already. He smiled and returned to his room. His head was still pounding after all.

...

Dawn finally exited the hospital three days later, earlier than expected. He was greeted by Twilight before any of the others had even heard the news. She smiled and kissed him.

"I'm so glad you're out of here. The food must have been torture."

"Not at all. Applejack and Pinkie Pie kept me well supplied with their wonderful food. I think that's why I recovered a little faster."

Twilight smiled and rubbed her cast.

"Is it itching?"

"You have NO idea..."

Dawn smiled and placed his forehead to her cast. She felt a slight tingling and the itching stopped. He then rubbed his bandages. "Ohh... Now I have an idea."

"How..." Twilight was stunned. "You just used magic, I felt it, just a little."

"I don't know how, but I guess I did. Maybe the Doctor left a little of my horn in there."

"Maybe, but I don't think so. He told me he removed the whole thing."

Dawn shrugged. "Well, that's a mystery. Ugh... itches like crazy, but at least I only have bandages."

Twilight giggled as the pair left the hospital.

"Dawn, I was meaning to ask you, do you have a place to stay?"

Dawn shook his head. "No, I was originally just going to camp out while I found work. You know, save up till I could afford to rent a place, or even just a room somewhere."

Twilight understood. "Well, you can't camp out in your condition."

"What would you suggest?"

"Well, the library has a spare room."

Dawn shook his head. "I don't know..."

"Dawn... I love you. I felt it almost the moment I met you."

"And I love you too Twilight... it's just, I don't want to get in your way."

"You won't get in my or Spike's way. If anything, it wold be nice to have somepony else living there. The Library feels so empty sometimes."

Dawn nodded. "I know a battle I can't win when I see one. Very well Twilight, I will be happy to rent the spare room, but I will work and pay my way, is that alright?"

Twilight smiled and nodded.

The pair was walking through the market at this point and spotted Applejack.

She also spotted the pair. "Why howdy there. Y'all looking much better."

"I feel much better, being out of the hospital and all." Dawn smiled at the hard working mare.

"Applejack, I've decided to let Dawn rent the spare room in the Library, but he's feeling the need to work. Any suggestions?"

"Well, Ah can always use help runnin' the apple cart. Ah got lots ah work to do at the farm."

Dawn was not so sure. "I don't know. I've never really been good with money... Never really had a paying job being a major reason."

"It's easy. Ah'll teach ya everythin' y'all need to know 'bout runnin' an applecart. Come back after ya get settled in, kay?"

Dawn nodded. "I will, thank you Applejack." They continued on, and met Rarity as she was standing before the library door.

"Twilight Dear, Sir Glimmer, I am SOO happy to see you. How are you doing?"

Twilight smiled. "I'm doing a lot better now that the itching has gone away."

"You were going absolutely batty yesterday because of it."

"Don't remind me..." Twilight deadpanned.

"Oops, too late, I already did." She teased. "And you Sir Glimmer?"

"I am feeling far better than I had before. And yourself?"

"Just seeing the two of you getting better is making me feel better." Rarity then winked at the pair. "So... I heard a little rumor about you two being caught kissing."

Two Unicorns blushed.

"I thought so." Rarity nearly sang. "I'm so happy for the two of you." She then glanced at the library. "Are you going to be staying here?"

"Yes, I will be renting the spare room from Twilight."

"I'm sure you will." Her tone quite mischievous "But, in all seriousness, I came here to find a specific book, on magic actually."

Twilight blinked. "Whatever for?"

"Well, I kind of felt like I didn't do anything back when we rescued you." Rarity admitted.

"So you want to learn some more useful magic?" Twilight smiled. "I think I know the perfect book for you."

...

"Illusion magic? How can that be useful in a fight?"

Dawn wondered the same.

"Think about it Rarity. You can become invisible. You can cast bright coloured lights at opponents, preventing them from seeing clearly. You can create illusions of ponies or other creature that can scare away other ponies or creatures You can..."

"I get the idea, and I must agree." Rarity was already imagining ways she could use illusions to do more than just be used in fights. Oh, the fashion shows she could perform.

...

While Twilight retrieved the book from her private library, Dawn was shown to the spare room by Spike.

Spike looked up at Dawn. "How's your head? I mean... what with not having a horn anymore."

"I'm feeling a little lightheaded." He grinned, showing he was just joking.

Spike chuckled. "Good one. Well, here's the room. There's not much in it. Just a bed and a storage trunk."

"That's more than I could have asked for." Dawn patted Spike on the shoulder

"Oof. You're pretty strong, you know that?" He rubbed his shoulder.

Dawn cringed a little. "Sorry, I forgot you're still a baby dragon... mind you, you are the only dragon I've ever met."

"Sorry if I'm not up to legendary expectations."

"You've already surpassed all my expectations of dragons." Dawn replied as he entered the spare room. It was a double wide bed, far larger than what he needed, but he felt fine with that. The trunk was quite large as well. He looked at the empty bookshelf on the wall. "I take it that this room is never really used?"

"Not really." Spike shrugged. "Twilight never really saw any use for it, so just closed the door and we pretty much forgot about it." He tapped a claw to his chin. "Twi just cleaned up the room and put fresh sheets and a blanket on the bed yesterday though." He smirked at Dawn. "I think she was going to ask you to live here."

"Yes, I believe so as well." Dawn tested the bed. "Medium soft... this is going to be heaven. Compared to how I lived those three years in the forest, and that time in the hospital and all that..."

Spike shrugged. "I like my bed to be nice and soft, or made from a pile of gems... though I tend to eat my bed if that's the case."

"Eat your bed?" He blinked at the small dragon. "So, dragons really do eat gems?"

Spike nodded. "Turquoise is my favorite"

Dawn honestly didn't know what to say about that. In Gaea, the more gems you owned, the higher your status could be, and with Rarity's gift, had she not been a Unicorn, she could have easily replaced any province's High Priestess. Maybe one day those laws will be gone and all ponies could once again live in peace and harmony, like they do in Equestria.

"I'm going to head out now. I promised to help Applejack with her applecart."

"That's cool... um, why?"

"To pay my rent, of course. I'm not going to be staying here for free."

"Twilight would be just fine with that. She never even mentioned anything about renting out this room."

Dawn smiled. "Regardless, I can't stay here for free, seeing as I'm not actually going to be working here. Can't read and all that..."

Spike blinked. "You... can't read?"

"No. Learning to read was forbidden for Unicorns. Lots of things were forbidden for unicorns... and for Pegasai... living was forbidden. Gaea, my homeland, is a terrible place if you are not an Earth Pony." He then led Spike from the room and closed the door.

They met Twilight and Rarity in the library proper. "Twilight, Rarity. I'm off to assist Applejack. Wish me luck." He then headed out, after giving Twilight a quick kiss.

"Blah... how can you do that Twi?"

"One day you may learn." Twilight countered.

Spike smiled at Rarity.

Rarity pretended not to notice. She simply thanked Twilight for the book as well as the few extra (dozen) pointers she had given her. After leaving, Spike turned to Twilight, who was now sorting a few books that she had left laying on a table.

"Twi?"

"Yes Spike?"

"You still love me, don't you?"

"Of course Spike." She turned and smiled at the baby dragon. "I always have and always will love you. We're like brother and sister, right?"

Spike nodded. (Or like my mommy, who I've never met or even heard from all these years.) He smiled, glad that Twilight would still love him no matter what.

...

"Y'all can't read?" Applejack gasped.

"Wasn't allowed to even learn." Dawn hung his head. "I... I guess I won't be helping you after all."

"Yer not gettin off that easy Mr. Glimmer." Applejack grinned. "Ah'll see to it ya learn what y'all gonna be needin to know. Not going ta let mah ponygirl Twilight fall for some unedjucated pony."

Dawn gulped. This may be harder than he thought it was going to be.

...

A week had passed sense his release from the hospital. He spent his evening learning to read with Twilight, as Applejack was not really the best teacher, which she had finally admitted too after a few hours of not understanding how he couldn't read even simple words.

He had simply never learned how to read or even recognize letters and symbols of Equine.

Twilight on the other hoof, she was a patient and dedicated teacher. She even started teaching him math, another skill Applejack became painfully aware of.

Sure, he could count... up to ten...

But by now he could finally manage the applecart with considerable skill, and his growing reputation for being a nice pony helped too. He was fair and followed Applejack's prices, but also followed her teaching "A little extra now and again can lead to more profits."

Dawn was not out to make a lot of money for himself. He just wanted to make enough to pay for the room in the library.

By now, it had become common knowledge that he and Twilight had become something of a couple, though nopony knew just how far they had gone.

Dawn felt it would not be right to push Twilight through the relationship, rather, they both let their feeling tell them how far they wanted to go.

So far, Twilight's purity was intact.

...

Another week had passed when a letter arrived from Princess Luna for Twilight.

Twilight gathered her friends in the library.

"Everypony, I have finally received a letter from Princess Celestia, relayed through Princess Luna."

Spike groaned a little. "Second hand letters are going to kill me..." (I know... horrible 'second hand smoke' reference...)

Twilight opened the letter.

"Dear Twilight Sparkle and all her dear friends. I am writing you to let you know that I have reached Gaea. I have spread out an information gathering network spell and have come to a startling discovery.

Your two assailants have somehow managed to return and have told all the ruling High Priests and Priestesses about the existence of Pegasai and free, magic using Unicorns.

This seems to have outraged them greatly and they are beginning to amass an army, bent on invading and attacking Equestria.

I have also learned that these 'Priests' and 'Priestesses' do not actually believe I am their deity, but still press this on their followers, making them the top Ponies in control of this land. They rule via a loose council, with somewhat unsteady ties between provinces.

I am somewhat nervous to mention, they are more technologically advanced, and have a higher population than Equestria, mostly consisting of Earth Ponies.

I fear if I show myself to these 'rulers' I will not be welcomed as I had some 800 years prior.

As I write this letter, I am beginning to retract my information network, a complex series of spell I do not wish to leave in place for fear of discovery. Once complete, I will begin my journey back. This should take me about the same time as it took to arrive and set up said network.

Until I return, I wish you all the best.

Yours truly, Princess Celestia of Equestria"

"Whoa Nelly! An army to attack Equestria?"

Dash frowned. "They're attacking because they believe all Pegasai should be wiped out and all Unicorns shouldn't be allowed to use magic. What kind of sick and twisted ponies are they?"

Twilight set down the letter. "It would seem, they are in possession of technology we would most likely not understand, as well as numbers greater than ours." She frowned at this, remembering how easily she herself had been taken down. "If they use weapons like what they used against me, I don't know what chances we would have."

Pinkie Pie grinned. "I've been getting ready for another rumble. My new party poppers and flash bangs are going to pack a lot more punch than last time."

Dash nodded. "I've been practicing some of the combat maneuvers I saw the the royal Pegasai Guards performing. They're pretty cool and effective."

Rarity smiled. "I must say, I've learned a lot about illusions and a few different shielding spells, as well as Twilight's most basic healing spells. Those were pretty harrowing to learn." She rubbed her forelegs, which were lacking any evidence of her 'self' training.

Applejack shrugged. "We apple family have always known how t' fight. Y'all seen how hard I can buck."

Fluttershy whimpered. "I... I don't know what I should do..."

"That's simple." Twilight smiled. "Can you get your animal friends to spread the word through the Everfree Forest to keep an eye on any large numbers of ponies coming through? The more heads-up we have, the better chance we can have of stopping this before it gets out of hoof."

"Just the six of us against an army that might outnumber all of Equestria?" Spike frowned.

Dawn spoke up. "Don't forget... we have the Elements of Harmony." He looked at the pendant that Twilight was still wearing. "Can't we use that to somehow stop them?"

"Maybe." Twilight frowned a little. "Though, no matter how powerful the Elements are, I don't know how effective they would be against an army. I already know against single targets they are immensely powerful."

"That's just using six of them." Pinkie pointed out. "Can you imagine if we use all seven? Or imagine if we find an eighth or even ninth Element? How cool would that be?"

The thought of just how potentially powerful such magic could be boggled the mind, so everypony put that idea behind them. They hoped they would not have to rely on the Elements at all and could resolve this peacefully.

Twilight continued. "So, basically, we have anywhere between a one or more months before we can expect the army to emerge from the Everfree forest.

"Or three years if we're lucky." Dawn muttered.

Wishful thinking, but they all knew that would be MOST unlikely.

"So... what do we do?"

"We train and learn." Dawn stood up. "Not just us, but everypony in Ponyville, and hopefully all across Equestria. We have an edge Gaea doesn't. One they cannot possibly handle so easily as they think. We have Pegasai to rule the skies and Unicorns who have full reign of their magic. Our Earth Ponies are not as arrogant and thinking themselves so superior, and just as strong, if not stronger if Miss Applejack is any indication." He looked at Pinkie Pie. "Heck, we have genius level ponies in our midst that can catch anypony by total surprise."

"You can say that again." Twilight grinned at Pinkie.

"Uh oh..." Pinkie's Pinkie sense went off. "Ear flop, eye flutter, knee twitch."

Twilight winced. "Isn't that the combo for..." She realized too late she was standing by the library door...

WHAM!

Derpy Hooves crashed into the floor, skidding to a halt inches from a Flutterfainted Fluttershy. She held up one hoof with an envelope. "Letter for Dawn Glimmer."

Dawn ignored the mailmare and rushed to check on Twilight.

"I'm ok..." She muttered as she pushed the door out of the way. Other than a little ruffled up, she looked alright. Her cast had not been hit or damaged.

Dash accepted the letter and handed it to Dawn.

He opened it and looked it over. "Right... how am I supposed to read all this?" He was still learning after all.

He sighed and handed the letter to Twilight.

"It's from some High Priestess Topaz Star." Twilight looked up to see a most distasteful look on Dawn's face. "I assume you don't like her?"

"She is the one who sent that Hunter and Tracker after me, some bounty on my head... What does it say?"

"Well... basically... if you turn yourself in, she will not join the invasion of Equestria."

"Damn... and she controls the largest province, thus the largest army..." Dawn's scowl faded. "If... if she joins the invasion, then we stand little chance of winning. She must have at least ten thousand ponies in her own army..."

"Is she the mother of Surprise?" Pinkie Pie asked, her tone actually worried.

"Yea... she is... was." He hung his head in dismay.

Fluttershy gasped, her hooves covering her mouth.

Everypony but Rainbow Dash else looked confused.

Dawn sighed. "Surprise is the daughter to the High Priestess that I was personal slave too... I sired Surprise..." He looked away from Twilight. "Remember when I told you about the filly I couldn't save from the river?"

Rarity, Applejack and Twilight all gasped.

Twilight hugged Dawn. "Oh Dawn... I... I didn't know. I'm so sorry... your own daughter..."

"I couldn't save her, and I became a criminal. They spread the word that I used my magic to drown her, when I was trying to save her." He looked up into Twilight's eyes and saw her feelings. She was not disappointed with him, nor angry. She loved him and even though she did not fully understand, she was not about to judge him for actions in the past he obviously could not control.

"I can't even pretend to understand your pain. But I will stand by you, no matter what happens."

Dawn smiled. "I... I am so happy to hear that Twilight."

"Get a room you two..." Spike snickered.

"Maybe later." Twilight stuck her tongue out at the baby dragon, and Dawn imitated Fluttershy's little trick of performing a full body blush.

...

Gaea, throne room of High Priestess Topaz Star.

"Come forth."

Hunter and Tracker entered the room.

"You have delivered the letter?"

Hunter nodded. "Yes, We have. Now, how much would you pay to know that secret route through the Everfree Forest? Think, it would only take three days through this hidden path only the two of us know, rather than three or more months."

"Three days... most interesting." Topaz Star smirked. "With a route like that, we could sneak in assassins and take out all their most important leaders. Without leaders, it would be easy to wipe out those vultures and their stinking Unicorn Allies." She paused a moment. "What would the likelihood of the Earth Ponies being convinced to join us?"

"If those two we fought are any indication... they'll give as good as we give... maybe even better. That orange one can split thick trees, and the pink one fights unlike anypony I've ever met before."

"Don't forget the fact their Unicorns are quite well trained in magic, and the Pegasai... I've read all the history texts of how even a small group could wipe out over two dozen well armed and armored Earth Ponies. They apparently have a whole city in the sky full of the vultures."

The High Priestess frowned. "A city in the sky? That could pose a bit of a problem... unless we can get the jump on them. This secret path through the Everfree... can we bring our large war machines and sky ships?"

"Sky ships? What's that?"

"A ship that can fly." Hunter kicked Tracker.

"Really? Didn't know we had those."

"They are a new technology, but kept secret from civilians and lower ranks in the armies." She grinned cruelly

"Um... unfortunately, this passage is... a bit small. I think your Assassin idea would be your best bet, thought getting to the Pegasai leaders might be a tad bit of a problem." Hunter frowned.

"We will find a way." Topaz Star grinned. "Now, be on your way. I have other business to tend too."

Once the pair had left, a small, slender form entered, wrapped in leather armor and a dark cloak with hood. "You summoned me... Mother?"

"Ah yes, my daughter... You followed those two when they delivered the letter?"

"Yes, and I know the secret underground passage."

"Good. I guess we don't need those two foals anymore. Go and 'Surprise' them... with a swift death."

"As you wish, Mother."

...

Dawn sighed. He was feeling useless. Twilight was already practicing spells that were so far beyond his imagination, and the best he could do was keep resting and healing while working for Applejack. Damn hole in the head.

He sighed as he watched Twilight Sparkle, with her new and fully healed pure white horn. Besides the color, it looked like it was her natural horn.

Dawn on the other hoof, his head was still wrapped in bandages, and it would itch like mad on occasion. He could swear that his forehead was taking every single itch that Twilight would normally feel from anywhere on her body.

He had no idea how he had cast that magic, not having a horn and all, or how, if he had cast it to begin with, it was still active.

Regardless of how he wanted to peal off the bandages and scratch away till he wore a new hole in his head, he chose to endure.

He ignored the gnawing itch and watched as Twilight levitated a boulder that had to outweigh even Big Mac by five times, and launch it over one hundred lengths, with it rolling at least another thirty or forty.

She had a great number of spells at her disposal, and obviously she was a force to reckoned with.

The other unicorns she was training, on the other hoof, they had to team up, from five too ten to launch the same boulder the same distance, and that was pretty much a one shot thing. They would collapse, out of energy.

Dawn then had an idea. "Twilight dear?" He came over and gave her a kiss on the cheek, making Twilight's young students blush a little. "Maybe big isn't better."

"What do you mean?" Twilight asked.

"Think about this. Remember how Tracker took you down? A small dart fired from that device on his leg."

"I vaguely remember... I was pretty unconscious for most of that."

"Right. A little sleeping poison and a small dart. Unicorns wouldn't need a launcher for that, just a supply of darts and the poison."

"Great idea... but we don't know how to make that sleeping poison." One student pointed out.

Twilight smiled. "But I somepony who may be able too."

...

Twilight returned from her excursion to Zecora's, and she looked pleased.

"She gave me the recipe for a very potent sleeping potion. one drop can knock out a large pony like Big Mac for an hour. A smaller pony, like me... two or three hours."

"So..." another of her students held up his hoof. "Can we use five or six drops on these attackers?"

"No, the darts will be designed to only carry two drops worth." Dawn replied. "Now, rather than power, you will be needing accuracy and speed for these attacks. Ambush tactics will serve you far better than attacking head on."

"What do you suggest then?" A young mare asked.

"We rely on camouflage clothing. It will make us harder to spot than say..." He looked at the mare who had just asked the question. "A bright green pony with light green hair?"

Lyra blushed. "Understood. And wouldn't just cloth allow us better movement than say, heavy metal armor like the Royal Guard uses?"

"Exactly. Metal armor would interfere with how your magic works anyway." Dawn was proving to be quite a good tactical teacher.

"Now, Twilight will demonstrate how to launch the darts, fast and accurate."

...

"I'm sorry." Twilight giggled after class.

"I didn't realize those darts could pierce through trees..." Dawn was in awe. "You won't be needing poison..." He then smiled. "Oh yea, I've spoken with the smith pony."

"What for?"

"You already know Gaea is quite a ways ahead with technology, right?"

"Of course... which could cause us problems no matter how much we prepare."

"That is why I had a few special items prepared for all of us."

Twilight blinked. "Like what?"

"Gather the girls, and Spike. I'll show you."

...

"What's going on?" Rarity asked as she met up with the others.

"Dunno." Spike shrugged.

Dawn smiled and pointed to a cloth covered table. "I have a little something for each and every one of you."

"Really?" Fluttershy blushed a little.

"Of course." He smiled. "You see, I may not be the greatest at reading or math, but I have learned lot about painting and drawing in great detail. The High Priestess was quite egotistic and would often make me sketch or paint her portraits for hours on end. This has given me a nice little talent, one I only realized this last week." He grinned and pulled off the cover from the table.

"What in tarnation are those?"

"These are weapons, created from blueprints I memorized. Gaea weapons with a decidedly Equestian twist." He lifted a small satchel and brought it to Fluttershy. "Fluttershy, I know how you do not like fighting, but you care for your animals. I'm not asking you to get them to fight. That's too dangerous, so I'm giving you these."

Fluttershy opened the bag and pulled out a small sphere. "What is this?"

"These are a lot like Pinkie Pie's party favors, only rather than ribbons, they fire a whole lot of sap, mixed with sleeping poison. Each one can cover quite an area, especially when thrown or dropped from a great height."

Fluttershy looked nervous. "I... I don't like heights too much."

"Don't worry, there's also a launcher in there. You can make them travel long distances with that. Better still, you can have Angel Bunny be your launcher loader."

Angel Bunny, who was accompanying Fluttershy EVERYWHERE of late (except to the little mare's room), looked actually pleased to hear he could be of help to HIS little pony.

"Next, Applejack, I know you prefer to fight with your own strength and skill, but a little protection can't hurt." He handed her a set of a thin metal leg guards as well as a sturdy set of leather armor "Those leggings may look pretty thin, but trust me, they are a metal called Steel. It's many times stronger than bronze, or even iron. It's difficult to make, and in large amounts, insanely expensive. Don't expect to see a whole army clad in this. There's also some new shoes for you. Made from steel as well, I suggest you get those shod and get comfortable with them as soon as possible." He was pleased when the smiths here learned they could use magic to transform iron into this amazing metal with little trouble.

Applejack examined the new shoes. They were bright and looked really nice. And if this steel was as strong as Dawn suggested, she was willing to bet she would be able to split boulders like he had.

"Rainbow Dash. You prize speed and skill, so this is for you. I know hoof blades are illegal, so I made these retracting leg blades, and wing edges. They're steel with leather straps, so they shouldn't hamper your style at all."

Dash examined the wing edges. They were designed to fit in the foremost edge of her wings, offering some degree of protection and maybe even an improvement in aerodynamics. The blades for her forehooves were light and thin, but looked insanely sharp.

"These blades are kinda thin."

"With your speed, they are perfect for quick slash attacks on soft armored targets, or highly accurate piercing attacks on heavy armored targets. Just aim for the joints and chinks in the armor" He then brought the next items to Rarity.

Rarity's eyes lit up when she saw the thin silvery disks, each etched with elaborate designs. "Mirrors?"

"No, these are special disks, my design actually. I thought these up when I watched you practicing with your illusion spells, as well as your knack for being able to multitask with multiple light items at once. These can help extend the range or area of your spells, by bouncing the illusions off one or more. They are also razor sharp so you can use them as weapons hidden within your illusions." Dawn then grinned. "In addition, they can be used as small vanity mirrors."

"Simply wonderful, I dare say I love them. Elegant, deadly AND functional." Rarity was indeed pleased.

"Oh, Oh, what about me?"

"Actually Pinkie, I think you've already outdid me for the most part." He did, however, hold up a modified dart launcher "Now this on the other hoof, I had customized to fire your flash-bangs rather than darts. I've seen the punch your new ones have and quite honestly..." He grinned suddenly, "I'm honestly Surprised."

Pinkie Pie giggled with delight, catching his reference.

"Oh yea, your little fireworks can also be launched by this. Light them and launch them, and they won't be going off near you and giving away your position."

"I like that idea." Pinkie was positively pleased.

"Spike, I honestly don't want to get a baby involved in the possible fight... But I have this for you, to help protect yourself and everypony else." He handed over the strangest device. "This... this is a firearm. It's a weapon that the Earth Ponies could never really get to work, but I've realized what they were missing. The power of Dragon-fire" he also held up a small satchel "This is filled with small pellets. You load a pellet into this end and your dragon-flame into this end, snap this shut and then you can hold the flame till you are ready to use. Simply by pulling this trigger, you release the flame into the barrel and the pellet will be fired with awesome power. I dare say it may be the most powerful ranged weapon I can imagine." He handed the light, yet slightly bulky weapon and the satchel to the baby dragon. "You are a dragon, so I know you're stronger than you look. This thing has quite a kick, but I believe you can handle it."

"And finally..." He looked at Twilight. "I requested Rarity to make you this. A set of of silk dart bandoleers. They strap onto forelegs, shoulders, chest, sides and flank. They hold a total of a hundred darts, each one steel tipped, hollow and ready for any type of poison or potion you might need."

"Th... thank you Dawn... thank you Rarity." She smiled at them.

"All I did was design them and make some alterations. It was the smiths who worked the magic. Now, in the BEST case scenario, we never have to use these."

"Good luck..." Dash frowned. "If the information we've received is accurate... we're pretty much going to have to kick some serious flank."

"Ah don't know 'bout y'all. But Ah can't wait to at least test em."

This was an all around agreement.

Twilight walked up to Dawn. "What about yourself?"

"I had made a set similar to Applejack's I guess I am pretty strong, and without magic, I'll have to rely on what my long years of being a slave have given me." He flexed a foreleg, showing off his lean, yet strong muscles

Twilight almost drooled as she admired the sight for a moment. She shook her head from some entertaining thoughts. "Okay, we have some very interesting weapons... we really should get used to using them."

Dawn sighed. "And pray we never have to actually use them against other ponies."

...

Practice with their new weapons started out a little clumsy.

Spike quickly learned about recoil, but was impressed with the accuracy of this weapon. His normally small flame breath, pretty useless in combat, had now become an effective tool.

Pinkie Pie fell in love with her launcher, especially with the fact that she could get impressive and accurate range with her flashbangs, which could make small craters in the ground. Her fireworks did not do nearly as much damage, but did have the effect of doing light damage to a much larger area, with brilliant light effects.

Rarity fell in love with her disks. They were very effective and she found she could create terrain illusions, perfect for hiding traps and the deadly spinning blades. Anypony who was hit by one would receive a very fine cut, a thousand times worse than any paper cut known to ponykind.

Applejack was pleased with the light weight of her gear. She was impressed with the strength and hardness of the new shoes, and could take out sizable chunks from boulders without hurting herself, though she realized that Dawn had to be physically stronger than herself, considering he had SPLIT a boulder. After thinking about how he had done it, she started duplicating his exact attack, and finally split the boulder with a thunderous crack.

Fluttershy practiced her aim by launching beanbags, the same size and weight as her sticky bombs. With the weapon being mounted on her back, and Angel learning to load as rapidly as possible, she found her weapon possessed the greatest range of all the weapons. She actually asked Pinkie Pie to make some special flashbangs that she could use in her weapon. She was now, effectively, a long range mobile artillery unit, capable of flying.

Rainbow Dash fell in love with her weapons. They indeed did suit her style. She couldn't make deep slashes, but figured with her speed, style and accuracy, she could hit virtually any sweet spot she wanted, disabling without killing.

Twilight practiced with her darts, learning a lot from Rarity in multitasking. It didn't take her long to be able to fire half a dozen darts all at once with impressive accuracy. With the sleeping poison, she would be able to disable lots of ponies easily. She also knew first hand, even when you recovered from the sleep effect, you felt very weak for a lot longer than the actual sleep.

Dawn practiced alongside Applejack, teaching all he knew from what he had seen while in Gaea. Apparently his 'Mistress' had never worried he might pick up any fighting skills or military knowledge.

Hey, how else had he survived three years in the hostile Everfree Forest?

...

The smiths continued to make a variety of these weapons for other ponies. Steel, apparently, was not so difficult to make once they learned how, especially with some unicorns using magic. Sure they had to order quite a lot more iron from the southern mining towns, but they could easily pay for it.

They only hoped that after the impending invasion, these tools could be adapted for everyday, non-combat use. The steel metal itself could easily be used in the creation of farm tools, which would result in better crops, and a longer life than iron or bronze tools.

Steel was a simply amazing metal.

...

Twilight was finally relaxing, pleased with what she had learned and mastered in such a short time. It was rare that she got to relax at all recently. She lifted her hoof and looked at her new Steel hoofshoe, something she suggested that they all get, just in case, as well as the same weapons that Dash had been given, the retractable leg blades.

They felt lighter, but were certainly more durable than the usual brass shoes she normally wore. She didn't have the strength to crack boulders, or splinter trees, but she could still deliver a nice stunning rear kick.

As she relaxed, she glanced out over a nearby grassy field and spotted movement.

She used a spell that compressed air into concave and convex lenses and looked through, adjusting to clear up the image.

She gasped when she saw a small group of soldiers, wearing the Phoenix over sun crest. (Gaea soldiers? No, they're really lightly geared... scouts or assassins?) She slipped into the shadows of some bushes and made her way back into town.

...

"Are you sure?" Dawn frowned.

"Yes. three of them, at the very least." Twilight was very nervous. "They were on the far side of the east field. It was too open for me to get anywhere near them to use my darts."

"Don't worry." He waved over to Dash as she walked past, helping out with moving supplies. "Rainbow Dash, are you up for some reconnaissance?"

"Some what?"

"Aerial spying."

"Oh yea, I've been itching to get some fly time in today." She stretched her wings, her steel wing edges glinting.

Dawn frowned a little. "Hold on Dash. I just noticed your wing edges are shiny. That could give you away. Give them here and I'll have them modified a little. In the meantime, scout out over the west field, far side. See if you can spot any suspicious movement on the far side." He patted the Pegasus on the shoulder and smiled.

Dash saluted and removed the wing edges, handing them to Dawn. "I'll be back shortly." With that, she took off, high into the sky, using clouds to mask her presence.

...

Dash easily spotted the trio in a small clearing just off the east field. She knew she was just supposed to be scouting, but these three sitting around in a circle made her suspicious.

She slipped down, not making use of her speed to avoid creating her rainbow trail. She glided silently through the woods till she could hear voices and landed silently.

"Remember, we have to strike fast." One male voice spoke. It was unfamiliar to her. "Once we've assassinated the leaders we've identified in Ponyville, we report back to High Priestess Topaz Star. If any of us fail... may our souls burn in Celestia's dark flames for all eternity."

The other two nodded, one mare and another stallion.

Dash frowned and slipped off, unseen and unheard.

...

"Assassinate our leaders?" Dawn frowned. "They're after the mayor?"

Dash shook his head. "I think they may be thinking more along the lines of the militia leaders... in other words, the captain of the town guard, who's really busy training us to defend ourselves, and..." She looked at Dawn and Twilight. "Possibly us. We are some of the most experienced ponies here when it comes to protecting Equestria after all."

Fluttershy squeaked in fright, only to get a light kick from Angel. She nodded meekly.

Pinkie Pie grinned and rubbed her hooves together. "I don't think they're ready for what we have to offer."

"Spike..." Twilight quickly wrote out a letter. "Send this to the Captain... he needs to know the situation."

Spike nodded and sent the letter. "I hope he takes the time to read it."

...

The Captain read the letter and felt nervous. "Assassins? Here in Ponyville?" He waved to his first lieutenant. "We have a situation, a very dangerous one..."

...

Dash had once again taken to the sky, curled up and hiding in a small cloud. She had lost the other two assassins, but had located one, the one who had given the orders.

She watched as he moved through the trees and bushes, barely rustling a leaf, and even passing within a few lengths from some rabbits, not even alerting them to his presence.

(He's good.) Dash thought, watching as he moved with impressive skill.

Then she saw his target. He was heading to where Rarity was preparing some defensive traps to use with her illusions.

Dash grinned and used her leg blade to flash light at her.

Rarity glanced up and nodded, and activated her magic.

All the traps seemed to vanish suddenly, as did she. There was only an illusion left of her, sitting on a stump and looking for all the world like she didn't have a care at all.

...

(Something's off here...) The assassin frowned slightly. (Our scouts from before told us they were setting up some pathetic form of defense) He looked around. Nothing seemed out of place at all.

But he had learned the white female Unicorn could use illusions, a most dangerous magic indeed. He had to deal with her before she could use her evil witchery.

With lightening speed, he closed, leaping silently through the air, his hoof-blades flashing out and slashing the white unicorn's throat and horn.

Only to pass right through it, and for him to pass right through the stump and into a three length deep pit.

He landed hard, and it hurt. (Dammit.. She was ready for me and I fell right into her trap.) He winced, his right hind leg had been badly sprained on his unexpected landing.

He looked up again to see the white Unicorn looking down at him. "Aww, you look absolutely miserable down there."

"Let me out and we can fight on equal terms. I'll give you the chance to die with dignity, witch." He realized he had taken it a wee-bit too far as she levitated a heavy looking boulder over, too large for the pit, but perfect to keep him sealed in here for certain. "Crap..." And with a thud, he found himself in total darkness, with an injured hoof and no way out.

...

Dash sniggered. Rarity had defeated that assassin without any sort of fight. She then gasped as she spotted the second male assassin closing in behind Rarity. Without even worrying about herself, she dove, as fast as she could without breaking the sound barrier.

Only a few lengths from the ground she pulled and leveled out and streaked past a startled Rarity.

The assassin had NOT been expecting a rainbow laser beam to nearly take his head off. He managed to leap back and take a swipe with his own hoof blades, but cut though nothing but the lingering light.

"Looking for me?" Dash was hovering a length off the ground, her new wing edges had been modified to match her wings and not reflect light. In fact, if you didn't know about them, you wouldn't even realize they were there.

With a snick, her thin stiletto bladed popped out.

"Think you have what it takes to fight a trained assassin?"

"Oh for certain." Dash grinned as she watched four more of her appear around him. (Good thinking Rarity.)

The assassin spun around, realizing he was surrounded. "Oh I get it, these are just all illusions... far more detailed than the reports gave credit for though..." He leaped at one and slashed.

As it faded away, he felt a stinging slash across his flank. He winced and jumped away. He looked and gasped. His cutie mark had been shaved off.

"What in Celestia's dark name?" He caught a glimpse of something round and reflective for only a moment, glowing with a faint blue light before it vanished. (I think I've just bitten off WAY more than I can chew... This witch is dangerous, and whatever she just used to shave my flank is sharp...) He was wary about attacking any of the remaining four Pegasai now, lest he have a limb removed.

Then the Pegasus moved to attack. He felt a dull pain in his heels, then felt his hooves gave out as pain registered seconds later.

One of these Pegasai was real, and armed with real, and very sharp, blades.

He was suddenly pinned down with an unseen force, his weapons and armor ripped off him with that infernal blue glowing magic.

The Pegasus landed on top of him, the point of the blade less than an inch from his eye.

"Try to assassinate us will you? I don't think so." And the hoof came down.

...

Rarity winced and covered her eyes, but she only heard a solid thud, not the sound of a blade impaling an eye and skull. She looked and realized Dash had retraced the blade and hooved the assassin in the face, knocking him out completely.

"Very well done Rainbow Dash."

"Heck yea. We're the dream team you and I." She grinned for a moment, then winced. She looked at her shoulder and saw a small dart. "Ah crud..." She then fell over and blacked out.

Rarity instantly cloaked herself in invisibility and spread out her terrain altering illusion. Wherever the third attacker was, she couldn't sense him or her at all. She cloaked Rainbow Dash and dragged her toward her with her magic. She tossed the unconscious Pegasus onto her back and made for town.

...

The third assassin dared not move or barely breath. (Such power... Mother was right. Unicorns are helping the Pegasai... Well, I guess I'll have to create a 'surprise' for them all...)

After a short wait, Surprise tended to her two teammates.

...

"Thanks for saving us Surprise..."

"Of course Splinter." The white and blond pony tended to his cut tendons. "That Pegasai sure took you out of the fight, permanently... I don't think you'll ever even be able to walk right again..."

"Crud..." Splinter gritted his teeth. "You have to get revenge for us... With Pax's ankle fractured from that trap, we're both useless."

"I'll carry on. I'll just have to use my own special talent and take them out whenever I can guarantee they are alone."

"Watch out for those two... They're dangerous together..." Splinter frowned as Surprise's medicine started numbing the pain.

"Don't worry. That Pegasus will be dead by morning. I used a Wingweed poison dart on her." She smiled cutely, something that always made her two companions nervous. "Now you two get going." With that, she pulled her mask back on and vanished into the shadows.

...

Dash was sweating with a high fever as Rarity almost flew into the hospital. "I need help here."

The doctor turned from tending to a minor training injury on one of the guards and rushed to Dash's side. "What happened?"

"We were attacked by assassins." She almost cried. "We took out two of them, but the third hit Dash with this dart." She pulled the dart from her saddlebag and placed it carefully on the counter.

The doctor examined the dart quickly with his magic and gasped. "Wingweed poison?" He looked at Rarity and shook his head. "There's no known cure for this kind of poison. It's harmless to Earth ponies and unicorns, but fatal for Pegasai..."

"We need Twilight. She might think of something." Rarity turned to rush off.

"Miss. Rarity. I'm sorry, but this poison is highly resistant to magic. I... I'm sorry, but I don't know if even Ms. Sparkle can cure it. Perhaps one of the Princesses, but I've heard that Celestia has yet to return, and Luna is busy with the Canterlot defenses"

Rarity frowned. "We don't know until we try." She then rushed off.

...

Twilight had been found and told what had happened. She teleported right into the hospital and was directed to where Rainbow Dash was being tended too.

She entered the room and almost cried.

Dash was thrashing in pain, steam raising off the poor Pegasus "Dash..." She rushed over and could feel the heat raising off her. "Doctor, we need as much ice as we can get. If we can get her temperature down... maybe we can save her."

The doctor nodded and called Redheart in. He relayed the order and she was off to get the requested ice.

...

Twilight had levitated Dash into a bathtub when the ice began arriving. She scooped the ice into the tub and winced as it almost hissed on contact with Dash's coat.

Still, she kept at it, hoping to cool her dear friend down enough to try to purge the poison from her system. "More ice, keep it coming."

...

Twilight was almost delighted when the ice maker machine was actually delivered and set up in the room. All it needed was some Unicorn magic and it could transform water into ice within minutes.

Now with a constant and constant supply of ice, and the Unicorn named Frostbite powering the machine, Twilight felt confident she would save Dash.

...

Morning arrived. Twilight and Frostbite were nearing the point of exhaustion, but it seemed that Dash had cooled down enough.

Twilight used her magic to purge Dash of the remaining poison the ice had not destroyed.

Dash quickly relaxed as her body stopped burning up. Her eyes cracked open to look into Twilight's. "I could go for some ice cream about now."

Twilight collapsed, relief making her realize she was one hundred percent drained. She passed out and was quickly tended too by the doctor.

"You just both need to rest and recover now." He smiled at Rainbow Dash and Twilight. (Ms. Sparkle is truly amazing.)

...

Dash awoke to the sight of all her friends sitting around her bed. "Sup?" She grinned.

"You had us all so worried." Fluttershy smiled and offered a drink of water.

Dash accepted and gulped it down. Her mouth was so dry right now.

"Ms. Dash?" The doctor walked in and smiled, pushing a cart loaded with pitchers of water. "You're quite dehydrated. You need to replenish your fluids."

"I feel like I could drink a whole river right about now." She chuckled as she downed another cup of water.

"Thanks to Ms. Sparkle, you should make a full recovery now." He smiled at all present, even Twilight who was right now pouring Dash another cup of water. "I have another bit of really good news though. Because you survived the Wingweed poison, you'll be immune to it now."

"How awesome is that?" Dash grinned and downed yet another cup of water. "Ok, enough water for now... I can feel my eyes starting to float."

...

It only took a few hours to rehydrate Rainbow Dash.

The poison, other than nearly curing her and finally making her immune, had changed her.

The heat her body had given off had a profound effect on her coat. It was still cyan, mostly, but she now had a few lightening bolt shaped streaks on her face and shoulders, a bright azure blue.

Rarity frowned a little. "Great... now I'll have to COMPLETELY redesign the dress I made you for this years Grand Galloping Gala."

I dunno bout you." Dash said, looking into a mirror at Rarity's Boutique, but I think I look at LEAST twenty percent cooler." She grinned. "Say, what happened to those two assassins we beat up?"

Rarity sighed. "They escaped, no signs at all as to where they went. Twilight and Sir Glimmer feel the third one is still out there."

"I have a score to settle with that one. She nearly killed me." Dash fumed.

"She?" Rarity raised an eye.

"Yea. When I first spotted them there was two stallions and one mare." She then smirked. "Won't she be surprised to see I'm still alive, and now immune to that poison."

"I am most certain she will be."

Just about then, there was a heck of a commotion outside.

...

Pinkie Pie. She was currently mixing up an experimental batch of her flashbangs. These ones were not designed to do damage at all, but create blinding flashes on impact, along with a thunder loud bang. She just hoped she didn't drop another one... that one had left her stunned and blinded for nearly half an hour.

As she finished packing the last one into the mold to take form, her Pinkie Sense kicked in. "Hmm? Ear Flop, Tail twitch, eye flutter, nose itch and..." She spun around, feeling her hoof throb and caught a dart between her hooves.

She looked up and spotted a pair of one hundred percent shocked looking purple eyes staring at her from behind a face mask

"Hello." Pinkie beamed a friendly smile. "Are you the one who hurt my friend Dashie?"

"If you mean the Pegasus carcass? Then yes."

Pinkie's hair suddenly fell strait. "That is the wrongest of all wrong answers."

...

Surprise had barely escaped the psycho pink pony, managing to use one of her own damn explosive devices to stun said monster.

(What the hell was that? Nopony can possibly match me for my skills, but she kept up with me move for move... and those little bombs of hers... I've never seen...) She rubbed her still ringing ears. (Or heard anything like them... The entire town has GOT to be on high alert now...)

...

Indeed it was, and there were many stunned and dazed ponies laying about town from Pinkamena's insane battle with the highly skilled assassin, who looked to be totally freaked out and doing anything and everything to escape. Pinkamena had managed to evade every dart fired at her, using anything laying about, even apples, to stop the dangerous weapons from hitting her or any of the other ponies in town.

Pinkamena sighed and headed back toward Sugarcube Corner.

(Whoever that was, she's good.) She looked at one of the four darts she had actually snagged out of the air, much to said assassin's dismay. They all contained poison. (I should give these to Twilight...) She changed paths and headed to find her friend.

...

Twilight examined the darts. "Sleeping poison." She replied. "All of the darts fired used it." She pointed to all the darts that had been collected from the crazy chase through town.

"I saw only a little of the fight..." Dawn was very impressed, and downright confused. "What I don't understand is how that assassin could move like you Pinkie."

"I know, I was really surprised as well."

"Wait... what did you just say?" Dawn paled. "Sur... prised? No... That's impossible. She died... I saw her go under and not resurface." He looked at Twilight. "It's not possible... but I think the assassin... she just may be Surprise... my daughter... I have to find her and talk to her."

"Dawn, wait." Twilight gasped as he charged out of the Library.

...

Surprise was gasping for breath and tending to some minor burns, mainly on her flank. "She evaded everything I threw at her... yet she almost never missed... and we're using the same weapon." She examined her dart launcher. "Still... that was so much fun. I'll have to try to assassinate her again."

She then heard a twig snap. She vanished into a shadow and watched as a larger, white and black Earth Pony step into view.

"Surprise?" He spoke with a voice the young mare recognized. She almost gasped, but held it in.

(D... Daddy? But... Mommy said he ran into the Everfree Forest and died.) She looked at his head. (What happened to his horn?) She was confused.

"Surprise, I know you are here." He looked around the small clearing and spotted her gear. "I'm not here to fight. I... I just want to see you. I... I thought you were dead. I tried to save you from the river, but I failed. I..." He stopped when the small white mare emerged from the shadows.

"Daddy? Is... is that really you?"

"Oh Surprise..." He didn't approach "I can't believe you're alive. I'm so happy just to see you here."

"I... I thought you were dead too. I was saved from the river by Mommy." She also stood her ground, unsure about what she should do. "What are you doing here?"

"I... I... This is my home now. I have made wonderful friends and... I've fallen in love with the most wonderful mare."

"You... you're here? But... this is the enemy. Why are you with the enemy now?" Surprise could feel tears in her eyes.

"Please, don't think like that." Dawn lowered his head, but did not loose eye contact. "These are wonderful ponies. The Pegasai are not at all like how we were raised to believe. In fact... Equestria is the homeland of our Goddess, Princess Celestia."

"What?" Surprise looked honestly surprised. "But... Isn't her land supposed to be dark and evil, where everypony is her eternal slave?"

"No, she is nothing like how the High Priests and Priestess have described her. She is kind, wise and gentle. She healed me when I was terribly injured." He showed the still silver scar down his side. "She saved my life, and asked nothing in return. Please, believe me."

"I... I don't know Daddy." She looked at his head. "What happened to your horn? She took it, didn't she?"

"No, Princess Celestia didn't take it." Dawn smiled. "When I saved Twilight Sparkle, the Hunter and Tracker who had taken her had..." he choked up a little. "They had cut her horn off and thrown it into a river where we could never get it back."

"She took it from you then? Didn't she? I'll kill her and take it back."

"Surprise, no. I've never used magic, but magic is a part of her very soul. I sacrificed my horn so her soul would remain whole. I never needed my horn at all. Remember when you were a little filly? I never used my horn, and it was even useless when I tried to rescue you..."

"I... I don't know Daddy." She hung her head, loosing eye contact.

Dawn didn't move. His daughter was an assassin now, and from what he had seen, a very skilled one. "Listen to me. We are not your enemy."

"Then who is?"

"We don't NEED to be enemies at all. Our two lands can learn to live in peace with each other."

"But... the Pegasai... they fly when only the Goddess should fly. The Unicorns here use magic when only she deserves the right."

"How you and I were raised was wrong. Pegasai and Unicorns are born with the right to fly and use magic. It is in their very nature, and their gift." He smiled at his daughter. "I won't force you, but please... I don't want to see any harm come to you."

"No... I... I'm confused. Mommy is always right. You... you were just a sex slave... But... you're my daddy. You've always been there for me... until three years ago..."

"Because I tried to save you with magic... I became a criminal..." He sighed. "So... did High Priestess Topaz Star send you here to assassinate me?"

"We were sent to assassinate the leaders here. Other teams were sent to other towns to take down their leaders as well."

"Without leadership... your mother thinks that we're a threat... so she and the rest of the holy council want to invade."

"This land is also so rich in so many natural resources. They want to expand as well."

Dawn shook his head. "Surprise, please try to understand. What your mother and the others are doing... it's wrong. All ponies deserve the right to live, to fly and to use magic. 800 years ago, our land was blessed by the arrival of our Goddess, but those in power took advantage of that and created laws that would give them power, and take everything from everypony else."

"But we have too... there's too many ponies in our lands now. We have to expand if we want to survive."

"No, that is not true Surprise. Gaea does not need to expand, but those who live there do. They need to expand their minds and how they see the world." He waved a hoof. "Look around you Surprise. This land is so beautiful. We can develop trade with Gaea, rather than go to war. You and I... we can be a family again."

"You're a Unicorn... in public and in front of Mommy you're not allowed to by my Daddy..." Tears started to pour from her eyes.

"Look at me now." He ripped the bandaged from his head.

Where there had once been a horn, Surprise gasped at what she saw. "You don't have a horn anymore... but you have a purple star."

"Eh, what?" Dawn patted his head. He could feel only the coat of fur. He could feel not even the slightest sign of a horn, or anything out of place.

Wait... Purple star? He suddenly smiled and wiped away a few of his own tears. "Surprise, please come with me. No weapons or armor or poison or anything like that. Just come and meet my friends, as my Daughter, not as as assassin. Please?"

"I... I don't know if I can do that..."

Dawn took a tentative step forward. "It's not that much to ask. Just... just meet them."

Surprise slowly nodded. "O-okay Daddy. I'll meet your friends."

...

Pinkie Pie felt a few various twitches, but none of them told her of danger. She exited her basement workshop and stepped outside the bakery.

She gasped when she spotted Dawn, walking side by side with a young mare. "Surprise?" She walked forward and smiled. "Hi again. Are you okay?"

Surprise looked, well, surprised when she came face to face with Pinkie Pie.

"Um..." She looked at her father, who smiled back. "Yes? I... I'm really sorry for trying to kill you earlier."

"That's okay. That was a really fun game of tag. Next time we should use paint balls That way nopony would get hurt."

Surprise blinked, then actually smiled cutely. "I... I'd like that."

Dawn let out a sigh of relief. Now, the one he was REALLY worried about was Dash. How would she react when coming face to face with the pony who nearly killed her?

...

All had been assembled at the Library.

Dawn stood before them all. "I... I have somepony I want you to meet. Please, do not judge her for what she has done. She was confused." He stepped aside, revealing a cute young mare with white coat and blond hair in almost the exact same style as Pinkie Pie's. In fact, she shared the same cutie mark as the pink party pony.

Dash narrowed her eyes. "You're the one who shot me?"

The moment she saw Dash she paled. "H-how?"

"Twilight saved me." She gestured to the lavender pony with the stunning white horn, a horn that Surprise recognized instantly. "And I got these rocking lightening stripes on my coat from your poison."

"I... I'm so sorry for what I did..." She looked at all those present. "I... Mommy... she told me that you are all bad ponies... She never lied to me before."

"Ah think she's been lyin' to ya for a long time Sugercube." Applejack frowned. "They wanna invade us and kill a lot ah our friends and family. To an Apple, family is everythin. We protect ah kin, and ah friends."

Surprise nodded. "I... I understand. Daddy always showed how much he loved me. Mommy made me learn all sorts of things, like how to assassinate and fight and poisons and stuff. She made me do all sorts of things I never wanted to do." Her eyes met her fathers. She then looked at Twilight, the Unicorn with her Daddy's horn. "You... you're the mare Daddy loves... aren't you?"

"Yes Surprise, and I love him back just as much." She offered a kind smile. "If you like, while I can never replace your Mommy... maybe we can all be a family together? Here in Equestria, you can be what you want to be, to follow your dreams and not have to hurt anypony because of greed or fear or misunderstandings" She smiled and then spotted the purple, six point star on Dawn's forehead. She instantly realized what the Doctor had done.

What little of her horn remained had been transplanted into Dawn's skull. She realized that was not a bad idea, as it had allowed him to heal so fast from the operation It also looked nice on him.

"I really want to follow my dream. I don't want to hurt anypony. I want to make ponies happy. I thought that making Mommy happy was doing the right thing, but I can see now, she was wrong."

Dawn rested hoof on her shoulder. "Don't worry about that now." He smiled at Twilight. His daughter... she was alive. His tears trickled from his eyes.

Surprise leaned against her father. "Daddy?"

"Yes Surprise?"

"I have something very important to tell all of you... And you are not going to like it."

...

"Sky ships to attack Cloudsdale and drop bombs on towns?" Dash paled. She knew Pinkie Pie had a strange contraption that allowed her to fly, and Twilight had her hot air balloon

But Surprise's description of these sky ships scared her.

A massive hot air balloon, carrying an iron armored and heavily armed ship underneath. Large fans to help with lift and maneuvering

It sounded like a nightmare merging of Twilight's and Pinkies means of flying.

Quite ingenious actually.

Not only that, but there were also smaller air boats for three man crews that were armed with spear launchers, designed for close assaults on Pegasai while in the sky.

No longer would the Pegasus own the sky's of Equestria.

...

Rainbow Dash took this information and flew for Cloudsdale as fast as she could.

She found her wings were producing a lot more heat than normal as she flapped at full speed. At one point she chanced a glance at her wings and noticed they were flickering with a considerable charge or electricity. This worried her some, but tried not to let it keep her from her task.

Dash landed in Cloudsdale, her wings burning joyously from the exertion of her flight. The cool air up here made her feel better than she had for some time.

Still, her wings flickered with the strange static charge. She dared not touch anypony, fearing just how much of a charge she may have stored. She would rid herself of it first safe chance she got.

She approached a mildly busy structure, the Cloudsdale Castle.

She was halted at the doors by two guards. "Identify yourself."

"Rainbow Dash, Member of Ponyville Auxiliary Militia."

"Pff." One guard laughed. "Ponyville militia? What's that? A dozen ponies with sticks?"

SNICK!

"Try a variety of weapons made form an awesomely light and super strong metal called Steel. And there's over a hundred of us in total." She quickly retracted the blades.

The guard gulped at the sight of the weapons. They were not hoofblades, an illegal weapon, easily concealed. These were mounted on her forelegs, and not concealed at all, even when the blade had been retracted. Different, but not illegal, though pushing the boundaries

He then noticed her wings, and the odd metallic sheen on the front edge. It did not look like a feather. "Wh... what's with your wings?" He poked her with a hoof.

Dash tried to warn him, but it was too late as he was blown clean off his hooves, his feathers smoldering slightly. "Ah crud..."

"Lightening Rod... are you alright?" The other guard rushed too his side.

"Peachy..." He got back up, looking Dash over. "What was that? Felt like a lightening strike,,, but it came from your wings..."

Dash was impressed. "Sorry... I... I recently survived an encounter with Wingweed poison and..."

"Bull dung." Lightening Rod scoffed. "Ain't no Pegasus who's ever survived that... wait, how did you get poisoned? That stuff is so illegal here in Equestria, to even think about making it while in the privacy of your own home could get you banished for life. Heck, the plant is extinct."

Dash pointed a hoof to the odd lightening bolt patterns on her coat. "Then that makes me the first ever to survive." She grinned. "Now, I have a message for our Prince. It is so important, you wouldn't believe me if I told you right here and right now." Her eyes narrowed.

Lightening Rod, who's special talent was being immune to electricity, gulped at the sight of sparks forming in her eyes. "O... Of course... Rainbow Dash from the Ponyville Auxiliary Militia... right?"

"You got it." She grinned. She glanced at the other guard. He was kinda cute. "Hi. Come here often?" She teased.

...

Surprise was full of surprises, and valuable information. She had always felt a lot closer to her Daddy than her Mommy, mainly because Daddy was a lot nicer.

She had decided, regardless of how mad Mommy was going to get, to help Daddy. To be free and to do what SHE wanted and follow her dreams sounded a lot better than to always do what Mommy wanted, even if it meant hurting or killing other ponies.

Still, she had her skills and training. three years of it. Even though she was small, and just entering puberty, she was fast, agile, and smarter than the average pony.

"And this is the route through the Everfree Forest I've been using. It only takes three days, rather than three months trying to wonder through the forest, or a month flying over it."

"How is this possible?" Twilight pondered.

"Magic gates." Surprise beamed. "They're amazing. You step through and you're on the other side. You then find your way out of those ruins, and then through the forest till you enter Gaea. Mommy knows about the passage, but I never told her where it is, or even what it is."

Dawn ruffled her mane. "Who's a good little pony?"

"I'm a good little pony." Surprise beamed a huge smile.

Pinkie looked at the map. "So, you say you're the only one who knows this route? What about the other two assassins who were with you?"

Surprise covered her mouth with a hoof. "Oh poop... I knew I was forgetting something. We have to try to get there and stop them from reaching the other side... I should go alone and maybe I can make them think I succeeded in my mission."

Rarity shook her head. "Surprise dear, we can't let you do that. You'd just end up back with your mother, and she, pardon my tongue, does not sound like a very nice pony at all."

"Mommy loved me, but... not like Daddy. I was always happy when with daddy, walking through the gardens, down by the river or playing in the private park." She tried to hide a frown by smiling, but it showed in her bright purple eyes. "Mommy needs to be stopped before anypony else gets hurt... I don't think I have any choice but to go back and try to stop her."

Dawn shook his head. "No Surprise... I can't..." He glanced at Twilight. "We can't let you do this... not alone..." He sighed. "The only way I can think of to keep this invasion from succeeding... is to do as the letter says. If I hand myself in, she will not join in the invasion. That's ten thousand ponies you don't have to worry about, just eight or nine thousand from the other three provinces, and only three or four sky ships as opposed to ten or more."

Twilight frowned. "No. We can't let you make a sacrifice that big."

"You would rather fight a force of almost twenty thousand strong? That's probably the total population of Equestria."

"What I mean is, we can't go running back there, without a plan." Twilight grinned.

"Oh, I like plans. Especially planning parties."

"I like surprise parties."

"Really? Me too."

Twilight sighed and looked at Dawn. "Gather the girls, we develop our plan when Rainbow Dash returns."

...

To Be Continued...