Fallout Equestria: Shattered Pasts

by Lightning Crystal

Rating: mature
Tags: Alternate Universe, Romance, Original Character, Comedy, Adventure, Crossover, Sex, Gore, My Little Pony: Friendship is Magic, Dark
Length: 10000

After losing his memories, Ace goes looking for them, but some unexpected turns happen down the road

It all started in stable 12, a pony scientist, his family, and a huge secret that needed to be kept. Now lost in the wastes void of his memories, Ace the pony scientists son, will go on an adventure to find his lost memories and past, but it will not be so easy, and death is always a possibility, it's just how the wastes are, but that won't stop him, he's determined to get his past back.

Other tags include: Sad, Mystery, and Tragedy

DISCLAIMER: I do not own FoE, or the Fallout franchise, all credit goes to original creators

Published 2015-10-27 20:50:02 UTC
Last updated 2015-12-31 18:03:35 UTC

Prologue

"My dear son and daughter." A pony in a lab coat said. "I want you two to live long happy lives. Though with the secret we know. You can't." He said as he grabbed an orb.

"Is this really the only way?" A mare said. "Why can't we just run from this place when it's open?"

"We can't. This stable is not opening anytime soon." The stallion said. "This is our only choice." He looked at two sleeping foals. "For the good of Pony kind we have to do this."

"Yes, I understand, but they're just foals, how are they supposed to defend themselves!" The mare yelled stomping her hoof. "We can't just do this." The stallion nodded and looked around. He sighed and then looked back at the mare who was fuming with anger.

"Okay. They can keep their memories for now, but when they get to be adults we take their memories." The stallion said with a stern look on his face.

"Okay, I just don't want to lose our children." The mare said slightly weeping.

"I know, and I don't want to lose them either, but we will have to soon. They are almost adults just two more months and they will be grown, and we will have to." The stallion said.

"Do you think they will have dreams of their past when they lose their memories?"

"Possibly, but most likely not. They will eventually forget about us, and maybe even each other."

"Oh, I will miss our children once the two months are up."

"As will I." The stallion embraced the mare and they silently cried about having to give up their children, and the only ones they loved. "Now we must hide somewhere in the stable for now." Without a word the two sleeping ponies woke up, all together the small family of four walked through the halls, and hid in an area of the stable not even the Overmare knew about.

"Dad, how much longer do you think until we can leave?" The filly said.

"I don't know, but I will tell you when I know."

"Thanks dad." Together alone in a secret area, the family lied in wait, wondering how much longer they would be able to hide.

Two months past and finally the family was noticed, the mare ran off to get supplies, while the other three ran towards the exit, removing the son and daughters pipbucks along the way.

"Son, daughter this way!" The stallion in the lab coat said as him and his kids began being chased.

"Dad what the hell is going on!" The son asked.

"I do no have time to explain, but we need to get you outside the stable now!"

"But why, what's so damn important that we have to leave all of our friends behind?"

"You remember that secret don't you?"

The son thought for a second, his face shifting between expressions. "Oh right that! Damn."

"Big bro, why is it supposed to stay secret?" The filly said. "If this will help all the ponies why?"

"There are bad ponies that will try to use this info to destroy the world, by taking control of everything."

The three running ponies got to the stable door and the stallion in the lab coat frantically punched in the code to open the door. Hoofsteps where heard getting closer to the three, and from the shadows came the mare. "Okay I have everything you two will need to survive out in the wastes, and I even put a note inside your bags."

"Thanks mom, what did I get?" The son asked.

"A rifle, a pistol, some ammo, and a few other things." The mare said. "And your sister got an S.M.G, a knife, and some other things as well."

"Thank you." The filly said as she was crying. "i'm, going to, m-miss you."

"I'll miss you too, but now you have to go."

"Wait." The stallion said, he then held up an orb to his children's heads and the orb started to shine brightly, color left the eyes of the ponies and then they became almost robot like. "Okay, now this effect on them will last for a while, but not long, they can move around and such, but they will now not remember us, or each other." The stallion led them outside and pushed them into opposite directions, and away they went, into the nothingness of the wastes.

"Will they be safe?" The mare asked.

"Yes, they don't have their pipbucks anymore, so there's no way to track them." The stallion said. "Now, it's time for us to run, let's go, and leave our pipbucks behind." The stallion took off the pipbucks that he and his wife where wearing, and then they also went into the wastes.

"I hope they will be okay." The mare said.

"Of course they'll be okay my love. Sweet Tooth, and Deckster are smart and resourceful ponies." The stallion said.

"I know, but I will still worry." The mare said.

"I know sweetie, I know." The stallion sighed. "We will reunite again, one day."

"Beaker, do you think that they'll live long enough to find the clues we will leave for them?"

"I do, no way could they die, Nighty." Beaker smiled at his wife Nighty, and together they began their trek, far away, and to their children.

The first day in the wastes

The sun rises over the horizon, a grey stallion wakes up with a saddlebag, some guns, and other items, such as a deck of cards, a small suit with a twelve on it's back, and a bag full of caps, and a note. "Ungh, where am I, who am I?" The stallion thought to himself, he held his head and looked around. "I'm alone." He said. "Why am I alone? and why does it make me feel sad?" After a bit he stood up and gathered up the items with him, he looked to his rear and saw a cutiemark, of a playing card. "huh?" He took out his deck of cards and looked through them. "There must be a name for this card." After a while of searching the deck he found the card that was on his flank. "An ace of spades huh? well guess that's my name." The stallion looked around and started walking in a random direction, in hopes of finding something.

"Come on pass the cider over." The stallion heard a voice say from afar.

"Not yet, i'm not drunk." Another voice said.

'Well yall need to pass it back to me." A third, more feminine voice said. Without thinking the stallion walked towards the source of the voices, and he saw a camp. "Now see, was that so hard?" The feminine voice said.

"Umm hello?" He said as he stepped closer to them. He was able to see the three ponies that where talking, one of them was brown and had a black mane, he was also wearing some sort of makeshift armor, the second pony he saw was an orange pegasus mare, and the third was a black unicorn "I'm kind of lost, and I wa-"

"Stop right there and give us all of your stuff." The pegasus said.

"Why would I give you my stuff?"

"We outnumber you, three of us, and one of you, and if you don't want to die." The brown pony said. "Then you'll give us everything you've got."

"Make me!"

"You asked for it." The black unicorn levitated a pistol up to the grey stallion's face. "I'll blow your brains out, it'll be messy, but we'll have your stuff." Panicking the stallion looked around to try to find a way out of this situation.

"You have to the count of three." The pegasus said.

"One..." He looked the unicorn dead in the eyes, making sure to show as little fear as possible.

"Two...." He reached slowly into his saddlebag to grab one of his guns.

"Thr-" He quickly pulled out his pistol and shot the unicorn right in his face, his face caving into itself, blood and bits of brain flying backwards.

"Kill him!" The pegasus said. The brown pony took out a knife and ran swinging. Swiftly dodging the blade, the grey stallion shot into the pony's side, making him wince and fall in pain. The pegasus had already took flight and was flying away to try to escape him.

"Oh no you're not." The stallion took out a rifle and aimed down the sight to the pegasus. "You're kinda slow." He pulled the trigger landing a single shot into the back of the pegasus's neck, making her fall to the ground below. He looked around and saw the dead ponies and nearly threw up. "I can't believe I actually killed ponies, I think i'm going to be sick." He looked down towards the ground. "What happened to me, it was like I had no control over my body."

"Unng." The brown pony groaned as he tried to crawl away.

"Where do you think you're going?" The brown pony looked back at the grey stallion who had shot him in the side.

"N-nowhere." He said with panic in his voice.

"Good, stay there and answer some questions for me."

"S-sure, whatever you say."

"What is this place we're in?" He asked as he looked over the dead unicorn.

"You're kidding right? We're in the wastes, it's kinda what used to be Equestria after the pony zebra war."

"Okay, tell me what this unicorn was wearing."

"It's reinforced leather armor, we don't know where the leather came from, probably dead cows, but it's kind of useful for protecting from gunshots and stab wounds."

"Well it's mine now." He took the armor off the unicorn and started to put it on. "Why did you guys try to kill me?"

"We where desperate, and it's kind of what ponies do now a days, there's limited resources, so you know." He shrugged.

"Well it's wrong, if you had asked nicely and not pointed a gun at me, maybe I would have shared with you three." He finished putting on the armor, it fitted snugly on him, not restricting his movement.

"No pony wants to share."

"I would have, maybe." He walked over to the downed pony. "Now you get to ask me a question." He gave a smile.

"Who the hell are you?" He spat at the pony standing over him.

"Me?" He said with a pause as he raised the barrel of his pistol to the brown pony's head. "I'm Ace of Spades." He fired, blowing the pony's brains out, blood splattered onto Ace. "And i'm going to find out what i'm doing out here with no memory." He said to himself as he walked into the wastes, making sure to cover his tracks.

A town in need

Ace sat at a campfire cooking some soup for him to eat. He sighed as he realized it might not be done in time for bed. "Dammit, why can't it be simple to make food?" He thought to himself as he slowly started to nod off. "I'll just, rest my eyes for a bit." He soon closed his eyes and fell asleep, dreaming about the faces on the ponies that he killed just a few days prior.

BANG

He jerked awake to the noise of a gun being fired in the distance, he stood up and looked around, making sure that whatever made that gun shot, wasn't coming anywhere near him. After he settled down he took a quick peek at his soup and saw it had all been eaten by some sort of small lizard sort of thing.

"Not my soup!" Ace facehoofed and quickly shot the small lizard which had eaten his soup. "Wait." Ace thought to himself. "Maybe I could eat this?" Ace put his hoof to his mouth to hold back vomit. "Now way, i'm sleeping hungry tonight." He laid back down and quietly dozed off.

Ace walked into a small town that looked abandoned from afar, the buildings where ragged and worn down, some buildings where even in pieces. He sighed as the buildings where collapsing. "Maybe there's some loot here." Ace thought to himself, as he looked around he could hear things moving in the buildings. Quickly he took out his pistol which he named 'King' and pointed it around.

"Hello?" A small voice from behind him spoke, he turned around and pointed King at the pony who spoke. "P-please don't kill me!" It was a small skinny foal, covered in dirt and his eyes looking sunken.

"I'm not going to kill you." Ace spoke softly, he knelt down and took some bread out of his saddle bag. "I found this yesterday, I was going to eat it today, but here." Ace handed the bread to the foal. "You need it more than me."

"A-are you sure?" Asked the foal.

"Yeah, yeah i'm sure." Ace smiled and put away his gun as the little foal took a bite out of the bread.

"Thank you." The foal said with his mouth full of bread. "I'm Dusty."

"I'm Ace of Spades, but just call me Ace for short, okay?" Ace asked, and Dusty nodded. "Hey, how, old are you?" Ace asked.

"I'm not sure, some ponies say i'm ten." Dusty replied as he finished the bread.

"Where are the other ponies?"

"They're hiding in the buildings, sent me out to see if you where a raider."

"Why would they do that, if I was a raider you would have been killed!" Ace yelled angrily.

"They don't care about me, i'm an orphan."

"That's terrible, what happened to your parents?"

"The mayor told me they where killed by raiders."

"and I was telling the truth." A soft voice came from an empty building. "It was terrible, raiders said they would kill everyone of us if we didn't give them our supplies." A Blue mare with a red mane walked out of a building and went over to Ace. "I am the mayor of this town, you may call me Petal Candy."

"Nice to meet you mayor Petal, i'm Ace of Spades, Ace for short." Ace replied with a smile. "So I heard you say raiders, tell me where to find them and I can get rid of them for you."

"Well I do say that would help us so much, oh, and let me introduce my family." The mare spoke as two ponies a stallion with a brown coat and green mane, and a younger mare with a cyan coat and pink mane came from a mostly intact building. "My husband Ground Earth." She pointed to the gruff looking stallion who had walked out of the house earlier. "And my daughter Lilly Petal."

"Nice to meet you two." Ace said as he held out his hoof to the stallion.

"I'm glad that there is a pony willing to help us." Earth said. Ace pulled his hoof away from Ground Earth who didn't want to shake hooves with him, and instead he extended his hoof to Lilly.

"Nice to meet you." Ace said.

"It is a pleasure to meet you, Ace." She said as she shook hooves with him.

"Hey." Ground said as he took Ace's hoof away from Lilly. "Don't you dare touch my daughter you punk."

"Whoa, hey, chill out, i'm not going to try anything with her." Ace said as he took his hoof back. "Just tell me where the raiders are, and i'll take them out for you."

"They're in a cave, not too far from here, about maybe an hour walk south." Mayor Petal said.

"Okay, so i'll take out the raiders, and be back when i'm done." Ace said as he started walking out of the town.

"That's north!" Dusty yelled at him.

Ace turned around and started walking in the opposite direction. "I-I knew that." He said as he left the town and headed to the south cave.

After a long walk Ace got to the cave and saw the raiders outside guarding it, there was ten of them, two in makeshift sniper towers, and the rest where patrolling the area. Ace looked around more and saw that those where the only guards that where out, and it made Ace smile because he thought that he could take them all out relatively quickly.

"Alright, time for me to get to work." He said as he stood up, and ran towards the nearest cover. "Ten against one, seriously bad odds, for them." A smirk spread across his face as he aimed King at a guard and fired, the raider's head imploded on itself, his brain flying out behind him, and blood splattering everywhere. The gunshot brought the attention of the other guards, and they started shooting at Ace.

"Get that bastard!" One gruff voice said, and it brought the attention of Ace to it.

"I know that voice, it's, no way." Ace thought as he quickly took a peek, and to his surprise, it was Ground Earth, he seemed to be a part of the raiders. "How did he get here before me?" He thought a while and then realized, that after Earth blew up about his daughter, he had slipped away.

"Did we get him?" Another voice asked, this time it was more feminine.

"No, not Candy Petal too." Ace looked around and he then saw a broken piece of a mirror, and looked through it. It was Petal Candy, the mayor of the town he had promised to help.

"Petal and I will look, the rest of you, stay back, and if we die, then disperse, and form a new band somewhere else." Earth commanded as he and Petal walked closer to Ace.

"Think Ace, think, what do I do to stop the raiders, and let them live too." Ace heard Petal walking closer, as he finished his plan.

"He's not dea-" Petal started before Ace bolted up and held Petal with his front leg around her neck, and King pointed at the temple of her head, Earth started to run towards Ace, but he cocked the gun and held it firmly at her head, and Earth backed down.

"Whoa, okay, calm down there, you don't need to shoot her." Earth said as he panicked.

"I'll tell you what I need, and don't need to do." Ace said, keeping Petal held firmly.

"What are you waiting for, Earth, shoot this bastard!" Petal yelled, and Earth started to pull out his gun, Ace then cocked the gun again.

"I'm warning you Earth, I will shoot her."

"Okay, okay, what do you want?"

"Toss your gun away." When Ace said that Earth tossed his gun to the side. "Good, now disperse your lackeys."

"Do it." Earth commanded, and every raider ran off. "Anything else?"

"Why did you do it?" Ace asked shadows covering his eyes, keeping them hidden from Earth.

"What?" Earth asked his face showing obvious confusion.

"Why did you kill Dusty's parents!" Ace shouted at the top of his lungs, the shadows dispersed showing his red, furious eyes.

"Why, why not?" Petal said. "His parents where behind on their taxes, meaning no protection from the raiders, no protection from us." She laughed maniacally.

"Does your daughter know?"

"Of course she doesn't, why would she?"

"I can't believe it, you two are monsters."

"It's everypony for themselves out here, you can't expect all to be nice." She looked at Earth and nodded, he took out a second pistol and aimed it at Ace, but reacting quickly Ace pointed King at Earth and shot him. Earth's eyes looked shocked as he collapsed onto the ground, Ace had hit him in his throat, blood gushing out, painting the earth red in crimson, like if you looked deep enough into Ace's eyes.

"I'm sorry." Ace said as he looked to the ground sadly.

"I forgive you." Earth said with his final breath, Petal was crying the whole time, and when Ace had let her go she ran to her dead husband's side and cried over his body.

"Why, why would you do this?" She asked, her voice jumpy, and full of sadness.

"I had no choice, he made me do it."

"I supposed you're going to kill me now?"

"That's the plan, I did say, all the raiders, didn't I?" Petal nodded at his question, and looked submissive.

"Then go on, kill me." Ace walked over to Petal, and held king to the back of her head. "Can you promise me something, Ace?"

"What is it?"

"Please, after you get back to town, please take Lilly, and Dusty with you."

"Why?"

"Lilly, she won't know how to live with me and her father gone, and Dusty, well, you saw him, my guess is, one, maybe, two weeks left to live."

"No, I won't bring them with me."

"Please, do this for me, do this for the town. The town was in shambles anyways, and many ponies hated me and my family, but we provided protection, at a price, so we made alot of enemies, once they find out you have wiped out the raiders, and that Earth and I are dead, they'll most likely kill Lilly, and you don't seem the type to let that happen."

"You're right, i'm not."

"Dusty won't live long either, so please take him, tell him you avenged his parents, be a brother to him." When Candy said be a brother, an image flashed in Ace's mind, and it was of a filly with a tan coat, with a dark brown mane that had teal stripes in it, and deep, chocolate colored eyes.

"Okay, i'll do it." Ace replied with a small tear in his eye.

"Thank you Ace, maybe we shouldn't had tried to kill you, also, mind doing one more thing for me?"

"What is it now?"

Ace walked back to the town where at the entrance Lilly was waiting with Dusty, both of which where happy that Ace had returned safely, and almost unharmed. Lilly's face soon turned to sadness as she noticed that Earth and Candy weren't there, Lilly then ran to Ace with worry in her eyes.

"W-where are my parents?" She asked, her voice sounded panicked.

"They." Ace paused as he looked at how sad Lilly was, he knew that if he told her the truth now, then she'd kill herself almost instantly. "They told me to bring you along with me, they'll meet us somewhere down the road."

"B-but why would they do that?"

"The raiders are gone, and your parents where worried about their enemies killing them, and you, so they ran off, and they told me to protect you."

"Oh, well, I guess that does make sense."

Dusty ran up to Ace and looked up at him. "Wow, you're so cool, you took out all the raiders?"

"Yes, I did kiddo, and guess what?"

"What?" Dusty looked at Ace confused.

"You, me, and Lilly here, we're going on a trip."

"Whoa, really!"

"Yes really, and some other good news, i'm going to be your big brother." Ace smiled at Dusty, as he started to cry. "That's right, you aren't alone, i'll be the brother you never had."

"Thanks Ace!" Dusty hugged Ace as tight as he could, Lilly looked at the two and smiled, believing that she'd see her parents again.

"Come on, let's go." Ace said.

"Where to though?" Lilly asked.

"Where ever we're needed." Ace started walking, with Lilly and Dusty close behind, they followed the sun to the east, again Ace not knowing what lie ahead for him, and to Dusty, and Lilly, they where walking into a new life.

"Subject delta five oh has been to this cave." A pony wearing dark armor, and a mask to cover his face walked up the the cave that Ace had already been to, looking at the three dead bodies.

"I see, any signs of him nearby?" A voice in the pony's com asked.

"No signs, but there is something interesting here."

"Really, explain."

"There are three dead bodies, and no more, one body is a stallion, far away from the others."

"And what about the others?"

"The others are embraced with one another, a mare an a stallion, seeming to be married, gunshot wounds have been patched up, making the bodies seem almost, alive."

"That is interesting."

"And there's more, the two embraced are, happy."

"I see, Seven Three Two, report back to base."

"Affirmative." The pony in the armor walked away from the cave, leaving the bodies of Earth, and Candy alone.

Author's Note

What did Candy ask Ace? Who is this Seven Three Two? Who did Ace see in his vision? What will Ace do with Lilly and Dusty? And more importantly, why did that mysterious pony call Ace subject delta five oh? Who knows, if you have any theories on how to answer these answers, tell them in the comments, they may or may not be right.

Group Additions

Inside of a collapsing building, Ace, Dusty, and Lilly where setting up camp. Lilly had started a fire to make soup for all of them, and Dusty was looking around the building. Dusty was no longer skinny, and dying of malnutrition he was also wearing the small suit that Ace had woken up with. Looking around Ace was looking out of the windows of the building to make sure that all of them where safe.

"Hey Lilly, the food almost done?" Dusty asked as he bounced up and down in excitement.

"Almost Dusty, don't worry." She replied in a soft tone. "Why don't you go and make sure Ace needs some help?"

"Okay!" Dusty ran to Ace and followed him as he patrolled the building. "Hey big bro, see anything?"

Ace looked at Dusty and smiled at him. Ace had met Dusty and Lilly a few weeks ago when he had helped a town get rid of their raider problem, Dusty was orphaned by the raiders, or more accurately, the mayor and her husband. Petal Candy, and Ground Earth where two ponies that where out for themselves, they pretended to provide protection to their town with taxes, they made lots of enemies like that, Dusty's parents didn't pay the taxes, so they where killed. Ace had found out about it and managed to get the raiders out of that area, but at the cost of Lilly's parents, he was forced to kill them, so he now travels with Dusty, and Lilly.

"No I didn't see anything yet little bro." He patted Dusty on the head.

"Okay, boys come here, food's ready." Lilly called to them.

"Come on, let's go eat." Ace said as he and Dusty went to Lilly to eat. The smell emanating from the pot was an amazing smell, potatoes smothered in what would seem to be carrot mush.

"Wow, it smells so good!" Dusty said as he waited for his food.

"Here you go." Lilly grabbed a bowl from her bag, poured some of the soup into it, and handed it to Dusty.

"Thank you!"

"You're welcome." Lilly got a bowl of it and handed it to Ace.

"Thanks." Ace said with a smile at the fresh food.

"Now dig in everypony." Lilly said. Ace, and Dusty started eating the soup, the flavor of potatoes and carrots filling their mouths. Sounds of eating filled the small building.

"So Dusty, did you find anything?" Ace asked.

"Yeah, I found you some ammo for King, some for Queen, and I also found some food and water to take along with us." Dusty replied with his mouth full.

"That's cool, but what about any armor for you and Lilly?"

"Well I did find some armor, but none small enough for me." Dusty said with a sad tone.

"I could modify the armor to fit you." Lilly said after she finished her food.

"Really, you'd do that for me?"

"Of course I would, then all of us could be protected."

"Okay, i'll give you the armor I found later." Dusty smiled and finished his food. "So good."

"It really was, thanks Lilly." Ace finished his food. "It's pretty late, why don't you two go to bed, and i'll keep watch."

"Okay, thank you Ace." Lilly said as she put out the fire. "Come on Dusty, off to bed."

"Okay Lilly." Dusty said as he went to his bedroll.

"Goodnight, Ace." Lilly said as she gave him a kiss on the cheek, and then went to bed herself.

"Goodnight, Lilly, Dusty." Ace said softly as blood rushed to his cheeks from the kiss he got from Lilly. 'Why did she kiss me?' He thought to himself.

It was around midnight a pony was walking out in the wastes with a rifle strapped to his back. His sea blue coat shinning in the moonlight, an eye patch to cover his right eye. He looked around and noticed a small collapsing building that would offer shelter for the night. 'That place might work.' He thought as he walked towards the building, unaware that there where already ponies inside of it.

Ace kept watch and he then heard a twig snap from outside, thinking quickly Ace took out Queen and aimed it outside. 'Damn, it's too dark to see anything.' He thought to himself, though he kept his rifle pointed outside. Another twig cracked in the darkness and Ace aimed at the sound.

BANG

Ace had fired at it allowing him to briefly see what had made the sound, it was a pony crouching down, so the bullet had missed, but it also allowed the pony outside to see Ace's position, so he ducked under the windowsill. Another twig crack, but it was farther away, which made Ace think that the pony was fleeing. A minute later and a gunshot was heard, whizzing overhead making Ace panic.

"Ace, what's wrong?" Lilly asked as she walked towards him, her head visible from the window.

"Get down!" Ace yelled as he tackled her to the ground and a round was fired off where Lilly's head was. "That was close, you oka-" He cut himself off as he looked down at Lilly, as he was pinning her down to the ground, a huge blush spread across his face.

"A-a little bit t-too early for something like this, d-don't you think Ace?" She asked, her face as red as the spikes of Ace's mane. "W-while I do a-appreciate y-you t-trying to make a move, w-we haven't k-known each other long enough yet."

"I-I, umm, w-well you see the-" Ace was cut off from another gunshot through the window. "That, there's a pony trying to kill me."

"Oh my, well i'll go wake up Dusty, and we'll sneak out of the building while you deal with it."

"Right." Ace rolled off of Lilly, allowing her to crawl away to go get Dusty. "Good luck."

"Don't worry, we'll be fine, it's you I worry about, but." Lilly pulled Ace into a hug. "be safe, okay?"

"I will." Ace hugged back. "Now go!" Ace said as he let her go.

Outside the pony that was shooting to try to kill Ace was lying in wait.

'Hmm, did I get him?' He thought as he stood up to go into the building. The pony started walking towards the building noticing that it had gone silent. 'Maybe I did get him.' He got inside and looked around for Ace's body.

'Okay, he's inside.' Ace thought to himself as he laid down in the shadows, waiting for the chance to strike at the pony who had just entered the building.

Ace was able to hear hoofsteps getting closer to where he was, and when it had finally stopped, the pony was standing right in front of him, Ace bolted up quickly to try to grab the pony but had just missed. The pony turned to where he heard Ace and shot, again the attack just missing. A quick swing and Ace was holding onto the pony's neck with King pointed at his head. With magic the pony used his rifle to smack away his attacker, landing a pretty solid blow to his side.

Staggering backwards letting go of the pony Ace regained his composure at the new information of the pony he was fighting being a unicorn, it made the fight very uneven against him. Another swift blow with the stock, it then landed to the side of Ace's head, making his vision blurry, and his steps spastic. Ace not waiting a second swung at the pony but had missed due to his blurred vision.

The unicorn seeing he had crippled the pony he was fighting raised his rifle high and got ready to swing it down on Ace's head. A quick and precise blow landed on the top of the head of the pony, causing him to collapse to the floor barely conscious. Ace was at the complete mercy of the pony who had overpowered him with magic and a rifle stock.

"Any last wishes?" The unicorn asked as he stood over Ace, who now had blood dripping down his head.

"Y-yeah, I do." Ace replied as he slowly started to reach for King. "I want to know, who are you?"

"I am Long Shot." The unicorn replied. "But why would you want to know my name if I am going to kill you?"

"Simply because, I know i'm going to live through this." Ace said with a smirk on his face. Long shot looked confused, but Ace soon pointed his gun and shot at Long Shot's leg, making him wince in pain and fall to the ground, the pain causing him to lose his magic grip on the rifle, and he dropped it onto the ground. Ace slowly got back up with a grunt at the pain he was in, and he slowly walked to one of the windows and signaled Lilly and Dusty to come out from where they had hid, and to get back in the building.

"So, why'd you try to kill me?" Ace asked Long Shot as Lilly bandaged up him head, the fire re-lit as to be able to see what was going on.

"It's because you tried to kill me first." Long Shot had lashed out, but they had tied him to a pillar along with ting his horn. "I mean seriously, wasn't that obvious, I walk towards this building, then I get shot at, I thought you where a raider!"

"I thought that too, so that's why I fired into the dark, I had to protect these two here." Ace pointed at Dusty and Lilly.

"Oh, I get it, just protecting the misses and your son." Ace and Lilly blushed deeply after he said that.

"S-she's not my wife, and he's not my kid!" Ace protested. "I just promised somepony i'd watch over Lilly."

"Big bro!" Dusty had called as he ran to Ace's side. "Look big bro, Lilly made the armor smaller for me to wear."

Ace smiled at Dusty and patted his head. "That's neat, now try not to yell, my head hurts, so it needs to be pretty quiet, okay?"

"Okay, big bro." Dusty gave Ace a hug and ran off to the other room.

"You're protecting your brother?" Long Shot asked.

"Well, yes i'm watching him, bu-"

"I see, you know maybe you're not so bad after all." Long Shot had cut off Ace before he could finish saying what he wanted to. "Listen, I don't normally believe in second chances, but i'm willing to try this time."

"Wait, does that mean?" Ace started.

"Yeah, i'm going to travel with you, and help you protect your brother, and your marefriend."

"Hey thanks alo-" Ace had finally realized what Long Shot had said and then blushed once more. We are not a couple."

The sun had risen making it safe for the small group to travel once more, Ace had gotten a concussion in the fight, and Long Shot was walking with a limp, down a dirt road.

"How's the leg?" Ace had asked Long Shot.

"It still hurts, but it's better, thanks for patching me up and allowing me to join you guys." Long shot had replied.

"It was no problem, Ace is trusting you, and wants to give you another chance, so I know you'll be a nice guy." Lilly had said while walking next to Dusty.

"Yeah, and since big bro's such a nice pony, he would obviously know a nice pony when he sees one." Dusty said.

"These guys really like you Ace." Long shot had looked at Lilly, and Dusty, but then went back to looking at Ace. "Why's that?"

"I helped Lilly's town with a raider problem, and I avenged Dusty's parents." Ace replied.

"Wait, so you and Dusty are orphans?"

"Him, yes, me, i'm not sure." Ace replied confusing Long Shot.

"Wait, but aren't you two brothers?"

"Not technically, you see Ace had adopted Dusty as his little brother after he took out the raiders." Lilly said.

"Oh, well that makes sense I guess, and what about you Lilly, why are you here and not in your town?"

"My parents made a lot of enemies, and since the raider where gone they knew their enemies would try to kill them, so they ran off, sending Ace back to town to get me." She replied. "So now I travel with Ace in hopes of catching up to my parents."

"Oh, hey Ace, that true?"

"Yup, every word of it." Ace said, he walked a bit faster as to hide his face from the other three, Ace was sad, he knew the real truth about Lilly's parents, and it made him even sadder knowing that he'd have to stay with her until the day he died.

"Well that's nice of you." Long Shot gave a half smile.

"Come on, let's go." Ace said.

Ace was walking down a path with his three as a small band of four, down a dirt path. On the side of the path there is a unicorn laying down taking a nap, to the group of ponies it looked like she was hurt.

"Look big bro." Dusty said as he pointed to the mare.

"She's probably hurt." Ace said as he walked over to her. "Lilly bring over the med kit."

"Right, Ace." Lilly walked over and stood by the mare.

"Okay, now let's see." Ace placed his hoof on the mare's forehead near her horn. "She feels alright."

"And look, she's breathing." Long Shot pointed out.

"Right, hmm, wait Long Shot, try to see if you can use your magic to see if she's hurt?"

"Hello!" The mare on the ground said, causing Ace and Lilly to jump back.

"Whoa!" Ace said in surprise.

"You're awake!" Lilly said.

"Hiya!" Dusty said.

"Give me the word." Long Shot pointed his rifle at the mare on the ground.

"AH!" The mare stood up and took a look at Long Shot's rifle. "Custom paint job, modified to sound like thunder, it's awesome!"

"Umm, thanks?" Long Shot said in confusion.

"Excuse me, miss?" Ace asked.

"Name's Tinkerton." The mare replied. She had a dark brown coat and an even darker brown mane, her cutie mark was of a gear.

"Well, i'm Ace." Ace said. "This is Lilly and Dusty." He pointed to them. "And finally Long Shot."

"Cool names."

"So Tinkerton, why where you on the side of the road?"

"I was taking a nap, and then I heard ponies speaking, so I woke up."

"Do, you have a group?"

"Nope, but I do have a lot of friends." Tinkerton smiled brightly. "Raiders, townsponies, and many others!"

"Raiders!" Long Shot yelled in anger. "That means you're one too!"

"No, i'm not a raider, I just have them as friends."

"And, how do you make friends with them?" Ace asked.

"I give them everything I have when they ask!"

"Wait, you let them rob you?"

"No, I just give them stuff when they ask, cause that's what friends do."

"Do you know how to use a gun?"

"Yes, I even have a specially made gun, just for me, by me." Tinkerton took out a rifle that looked like a bunch of trash put together.

"That's some gun." Ace said as he looked at it thinking it was just trash.

"Yeah, I know, it's so cool."

"Do you have anywhere to go?" Lilly asked.

"Nope, i'm all by myself." Tinketon replied with a big smile.

"Listen Tiinkerton, why don't you come with us?" Ace asked.

"Okay!"

"That was fast." Long Shot said.

"I agreed cause you guys are my friends, and now we're traveling together!" Tinkerton bounced around giddy.

"Okay, looks like our little group has another addition." Ace smiled. "Come on, let's keep going."

They all nodded and started walking down the path again. Lilly was talking with Tinkerton about past events before they met. Dusty was talking to Long Shot about Ace. Ace was leading the group down the road, paying close attention to the surroundings. A new beginning for two new ponies, and new friends for the other three.

"Subject Delta Five Oh was in this building." Seven Three Two said as he looked around the building Ace was in not too long ago.

"Is there any confirmation?" The command pony asked.

"Evidence of a fire, and sleep." Seven Three Two walked from room to room. "There are also bullet holes and a couple casings."

"Maybe a fight?"

"Maybe, but i'm not sure, I was sure i'd find him this time."

"Do not be discouraged, you'll find him soon enough."

"Thanks for the words of encouragement."

"Hang on, i've got to go, i'm about to be wired." The voice on the comm went silent.

"Well, seems like we're being hacked, I should move." Seven Three Two left the building and walked down a dirt path, leading in the opposite direction of Ace and his friends.

Author's Note

New friends, and a threat that's tracking Ace down. Who are the ponies hunting Ace, and why do they want him? All will be answered as the story progresses.

Special Happenings

Ace had been traveling with Lilly, Dusty, Long Shot, and Tinkerton for about a month now, and Lilly had started to lose hope in finding her parents at all. Dusty had grown a bit since he started traveling with them, no longer a small skinny colt, he was a nice strong teenager, almost a full grown stallion. Long Shot kept his rule, no second chances, and everytime the group ran into somepony who had wronged him in the past, he'd shoot them with no mercy. Tinkerton had kept her usual talk about how the group should take better care of their weapons, even if she got annoying from time to time, that wasn't enough to have them kick her out.

When night had fallen they set up camp and got settled in, Lilly was cooking some food, Dusty was sitting still for once, Long Shot was on watch, Tinkerton was messing with one of Ace's guns, and Ace was sitting and looking into the fire. Ace saw things as he stared into the flames, ponies being burnt alive, a soul being snuffed out, and a gun being pointed at his face. To himself Ace had become a killer, he didn't like it, since his travels with the others, he's killed at least thirty ponies.

Dusty was also staring into the flames, but for him, he saw light, a ray of hope that the world would go back to normal someday. He didn't let it keep him down, about how the world had gone to hell, he just kept looking for the good in the situation. Learning that from Tinkerton Dusty took it to heart, and never wanted to give up hope that everypony could be friends.

"Dinners ready." Lilly said as she started handing out small bowls full of soup. "I hope you like it, cause that's the last of our food."

"Thank you Lilly." Ace said as he took his bowl. "This means a lot."

"Yeah, thanks." Tinkerton spoke while still messing around with King, Ace's 10.mm.

"It's not much, but it'll have to do." Long Shot said in a neutral tone.

"Thank you for the food Lilly, you'v done so much for us." Dusty had a bright smile on his face, like Tinkerton if she had found a pile of scrap.

Silently eating their food and not speaking the tension in the air was thick enough to cut through. Everypony had their own thoughts, Ace was afraid of who he had become, Lilly didn't want to be alive anymore, Dusty was scared for the others, Long Shot thought of a plan for if Ace got killed, And Tinkerton's mind was a mystery.

'Look at us, i've got the eyes of a killer, Dusty and Tinker's too naive to understand the situation, Lilly just wants to find her parents, and Long Shot, well he's being as edgy as usual.' Ace had thought to himself, shivering at his own thought, "the eyes of a killer" it terrified him to even think that.

In the shadows a figure moved silently stalking Ace and his crew, a mare, but also not a mare, she was a foxen, half pony, half fox. She was able to see Ace and his gang easily from the shadows, slowly she crept up and then pounced at Ace tossing him into a nearby rock.

"Ace!" Lilly called and reached for him.

"No Lilly, stay back, keep Dusty away from this thing, Long Shot, and Tinker too, all of you get back." Ace stood up and grabbed a stick that was by his side. "I've got this." The foxen mare just scoffed at him and bore her claws making them shine in the moonlight.

"Die." Was all she said before she swiped at Ace with immeasurable speed, she was too fast for him to react. She ended up slashing him across his chest making him take a few steps back. Ace wincing in pain smirked at her and then swung the stick, it wasn't much of a weapon but Ace didn't mind, so long as it protected him from danger it was good enough.

The mare dodged easily and then ran to his side, slashing him again, this time hitting his side and sending him a few yards away. Ace stood up and placed his hoof where is recent injury was looking at his own blood made him think of the first time he was forced to kill, he started to become queasy, and it was visible. Swaying from side to side about to vomit Ace's attacker took this chance to slash at him again, Ace collapsed to the ground below and was bleeding heavily from his injuries, this was the first time he had face somepony as fast as this mare, and again he found himself at his attacker's mercy.

Just as the foxen was about to finish him off Dusty yelled. "No, not my big bro!" He ran in front of the foxen and was ready to take the blow.

Lilly soon followed his lead and stood next to him saying. "If you want to kill him, you're going to have to go through us." The foxen was taken aback about how these two wanted to protect Ace so much as to risk their lives for him, she looked down and saw Ace looking up at her and ready to fight again if she had chosen to strike them down in front of him, this was an odd predicament for her to be in, but she soon took a step back and sat down.

Lilly and Dusty helped Ace up, and Long Shot was about ready to shoot the mare when Ace said. "You gave me quite a beat down, firce, and not caring, I like it, listen, i've got an offer for you." The mare looked at him with interest. "Since you're so good at fighting, and I could get better, what's say you join us?"

"What?" Dusty said in confusion.

"You can't be serious, she almost killed you." Lilly added.

"True, but imagine being in her spot, you see a group of random ponies with guns, likely chance they're raiders, so it was a misunderstanding." Ace extended his hoof to the mare. "My name's Ace of Spades, this is Lilly, Dusty, Long Shot, and Tinkerton, though I just call her Tinker for short, like you can call me Ace for short." Ace pointed to his group members as he said their names.

"er, I'm Shadow Moon." The mare replied as she looked at Ace extending his hoof at her. "Now get your damn hoof out of my face!" She demanded it in a fierce tone Ace quickly took his hoof back terrified by this mare. "Now leave me alone so I can sleep." She barked orders at them and rolled over to sleep.

"That's actually my sleeping ba-" Ace stopped mid scentence when he noticed Shadow glaring at him. "Never mind i'll just sleep on a rock." He shuttered. 'I can tell she'll be a fun addition to the team.' He thought to himself.

"Ace if you want, you can share my bag." Tinkerton offered and Lilly looked a bit sad though Ace didn't notice.

"Oh, sure, thanks Tinker." Ace smiled at her as she climbed into her bag and motioned for him to climb in.

"Night everypony."Lilly said with a scoff as she climbed into her bag.

"um, okay, goodnight." Ace said as he climbed into Tinkerton's bag with her.

Later that night Ace was awake thinking about everything that happened in the past months. First he woke up with no memory about who he was, next he killed three ponies with skill, after that he traveled and found Lilly and Dusty's town, then he fought Long Shot to the death, though no pony died, then the next morning found Tinkerton asleep on the side of the road, and now this night fought Shadow Moon to the death, and no one died again.

"What a life i'm living." Ace said silently to himself.

"You're living a nice life." Tinkerton spoke to him, Ace jumped a little wondering how long she had been awake.

"Oh, um, well thanks Tinker." He said a bit relieved that she tried to comfort him.

"Yes times have been tough, but you can't lose hope, Lilly and Dusty needs you." She looked into Ace's eyes, Ace blushed at the sudden change in Tinkerton's attitude. "And, well, I need you too."

"Tinker, I-" Ace started but was interrupted by a sudden kiss he blushed intensely and after a bit the kiss was broken and Ace stared into her eyes. managing only. "wow, that was amazing."

"Make sure that no matter what, you don't lose hope." Ace was about to open his mouth to say something but then heard Tinkerton snoring soundly.

"Was that all in her sleep?" He asked himself trying to brush off what had just happened, and fell asleep.

The next day Ace and his friends, and Shadow where walking down a path towards a town to get more supplies for the next few months. Shadow had insisted on being the one leading the group to the town, and Ace didn't object because he was terrified of her, instead he walked next to Tinkerton.

"Um Hey Tinker, do you remember last night?" Ace asked wondering if she had done that on purpose.

"Nope, what happened last night, other than Shadow almost killing you." Tinkerton asked and she sounded genuine about her confusion.

"Never mind, forget it." Ace replied and took a step away from her. 'So she doesn't remember, that's good I guess.' He thought to himself, a bit sad about her not remembering.

"Move your asses, we're almost there!" Shadow ordered with her usual terrifying tone.

"Right away miss!" Ace replied and hurried his pace.

The group all caught up and saw the town, it was nice, all the buildings where intact, ponies where walking the streets not afraid of anything. It was the most peaceful town that Ace had run into since he awoke months ago. There was a sign saying "welcome to Peaceville" the sign was small but nice the group walked into town and instantly the ponies there walked up to them.

"Welcome to Peaceville, the only safe haven from the wastes, please stay as long as you'd like." A pony spoke to them. "And if you need a place to stay, there's a nice building for you to set up home in, we'll be glad to help you all settle in if you'd like."

"This place is nice, it wouldn't hurt to stay here a while so that we could prepare for our next adventure in the wastes." Ace said with a tone of confidence.

"Hey, i'll be the one to decide if we stay or not!" Shadow said, but then quickly changed her tone. "I have decided, we stay here."

"Good plan Shadow." Long Shot said sarcastically.

"Alright, we're staying here." Ace told the pony who had talked to them.

"Excellent." they replied and then slapped something onto Ace's front fore left leg. "It's called a pipbick, it'll help you sort things out, and even keep track of your vitals."

"Well, thanks, shouldn't my friends, and Shadow, get one too?" Ace asked.

"We only had the one left, but if we find anymore before you leave, then we'll give them to your friends, absolutely free."

"Well that sounds like a good deal." Ace said with a smile.

"I would love to take one apart." Tinkerton said as she got a grin on her face. "Ace."

No way, you're not taking this apart, I just got it!" He replied moving away from Tinkerton a bit.

After a while the gathering of the ponies subsided and Ace's group go settled in a new temporary home, it was big enough for all of them, and any extra ponies they decide to add to the group. Everypony had their own room, Tinkerton got a workshop, Shadow got a training room, Ace got a thinking room, Long Shot got a sniper's post, and Dusty and Lilly got a kitchen.

"This place is fantastic, we've got a base." Ace said as he walked around.

"I think I could get used to this, it'll be nice, and if we don't find my parents, i'll be just fine, because i've got all of my friends." Lilly said sound very happy.

"But remember, I won't stop looking for them for you." Ace said knowing they'd never be found.

"I don't care as much now, I know they might be dead, but I still have you, Dusty, Long Shot, and Tinker." Lilly smiled happily.

"Right, you've still got us." Ace sighed and walked to his room flopping down on the bed, he heard lots of commotion coming from outside and looked out a window and saw a party going on in the town, there was a sign saying new years eve. Ace didn't know what that was so he decided to go outside and ask about it.

"Here take some." A mare said to Ace as soon as he stepped outside, she was offering some snacks to Ace.

"Um, thanks." Ace replied as he took one. "Hey, what's new years eve?"

"Just the party where we celebrate a year's end and the new year coming into fruition." the mare replied.

Ace ate his snack and then understood what was going on. "I think I get it now."

"Oh, and every year once midnight hits, then a stallion gets a kiss from the mare next to him, so make sure the mare next to you is one you like." She said as she gave him a wink and trotted off.

The party kept going on, Ace tried to calm down but he couldn't, so he went back outside, and tried asking around about how to relax, one mare suggested drinking, but Ace had no idea as to what she was talking about until she handed him some bottles.

"Drink these and you'll be really relaxed." She smiled at Ace.

"Okay." Ace replied and then went back into his room in the base. "Wonder what these are." He said to himself before taking a sip of one bottle, it had a sweet, sour, and bitter taste, it burnt his throat on it's way down, but it did make him relaxed, so he then downed the rest of the bottle. "Wow, this stuff's great."

After a few hours Ace drank ten bottles of his drink and was completely out of it, his steps where spastic, and his vision blurry. Shadow had been walking past his room when she heard him talking to himself about random things, being a protector of ponies she liked she decided to check on him by walking into his room to find him drunk.

"Okay dumb ass, what did you drink?" Shadow asked clearly pissed at him.

"Oh, hey Shadow, Shadow, Shadow, Shadow, what a funny name." He laughed before picking up a bottle and showing it to her. "I was drinking thish." Ace's speech was slurred.

"Idiot, you're drunk." She said with an annoyed sigh. "Good think I don't care about you." She started to leave his room before Ace grabbed her and pined her to his bed, since she wasn't expecting it she couldn't escape. "What the hell do you think you're doing, let me go before I kill you!"

"Blah, blah, blah, shut up." Ace replied with a smirk.

"So this was your plan all along, trap me, and then kill me!"

"What, no, i'm just telling you that I found out something cool about new years."

"Really? yeah, and what's that?" Shadow was still pissed at Ace, but curious about what he had to say.

"Once midnight hits, then a stallion kisses a mare next to him." Ace then looked at his newly acquired pipbuck and smiled."It's midnight now."

"Oh no, don't you fucking dare!" Shadow shouted at Ace.

"Too late." Ace leaned down and kissed Shadow, she squirmed and then kicked him off of her, getting launched into the wall Ace managed to say. "Dammit."

"You're a sick bastard you know that!" Shadow ran out of Ace's room leaving him there lying unconscious on the floor.

"Command, Seven Three Two reporting in." The masked pony said.

"We read you Seven Three Two." The command pony said.

"Subject Delta Five Oh has settled in Peaceville."

"I see, anything out of the ordinary?"

"The subject has added a foxen to it's group."

"A foxen, really?"

"Affirmative."

"Well, come back to base ASAP."

"Will do." The masked pony started walking away from a hill that he was standing on.

"Seven Three Two."

"Yes command?"

"Happy new years."

"Happy new years to you too Command, happy new years to you too." The masked pony then walked away into the shadows of the night, leaving Ace and his friends to stay in Peaceville for a while longer

Author's Note

I just wanted to say thank you to all of my readers for supporting my stories (even if I haven't wrote in a while) but it really means a lot to me that none of you have given up on me and my stories, this took especially long to write because I had some other things I needed to take care of, but this is amazing, so many people have favorited my stories, many have up voted it, some down voted, but that doesn't matter, i'm just so happy that you love my stories, if you do at all, and I also wanted to say

HAPPY NEW YEARS!