-Party Load Out and Materia-

Tifa: Human (Displaced)
Armored Grand Glove- Fire, Ice, Gravity ---- Shinra Beta (Bangle) - Time + Added Effect
Other: Enemy Skill+Mime (Absorbed), Rude’s Sunglasses

Rarity: Unicorn
Silken Dream- Restore, Esuna, Ice ---- Shinra Beta (Bangle)- Barrier, Lightning
Other: An undecided rotation of outfits (-New-), Earrings

Pinkie: Pony?
Sparkly Megaphone- Lightning, Earth, Fire --- Silver Armlet- Transform, Manipulate, Time
Other: Red Cape, "Moggy"

Spike: Sapient Dragon
Claws and Teeth, Materia Band- Water, ATK up --- Carbon Bangle: Sense, Restore
Other: Natural Fire Magic, Hardened Scales

Fluttershy: Altered Pegasus
Bigg Handgun- Deathblow --- Carbon Bangle- Aero, Poison
Other: Enhanced physique, Improved healing, “Unnatural Abilities” Trooper Machine Gun

“So you used to live here?”

The group had a surprisingly uneventful trip the rest of the way towards Ponyville. Not that it wasn’t unwelcome; after almost every other stretch between their destinations so far, they could use the break. There were of course a couple groups of monsters, but it wasn’t anything they couldn’t handle. In fact, Tifa was actually starting to feel confident that she was getting stronger. Maybe not a lot, but she now felt she could at least hit Canyon Crusher on her own before getting floored again.

‘That’s something, right?’

“Yes Pinkie, I grew up in Ponyville” Rarity answered with a sigh. The closer they got, the more clear it became the former Turk wasn’t excited about the homecoming.

“Worried people will recognize you?” Tifa asked.

“I know people will recognize me. It hasn’t been that long since I left. Hopefully either AVALANCHE will have enough influence or people simply won’t care enough to know they could turn us in” she tried to assuage the implied concern. She sighed again and continued “No it’s just… I left for a reason, and it wasn’t a happy one.”

“Got some old grudges?” Spike mused.

“No, nothing like that Darling. I just… couldn’t stay anymore” was as far as she elaborated and nobody wanted to push. Other than the unicorn saying they were getting close, it was a fairly quiet trip from that point on. Soon enough they did spot the sight of buildings in the distance, the slight roll of the hills giving way to the township nestled into the base of the mountains. They swung around to avoid the front to instead head to the farm land stretching out from the town proper; to a sweeping orchard that dominated the landscape in paticular. As they approached the edges of the tree line though, a peculiar detail dawned on Tifa.

“Why are all the apples blue?” she queried aloud.

“They’re Belles” Rarity answered simply, before noticing her companions continued confusion “Mana Apples.”

“Mana infused fruit is what they make ethers out of” Pinkie cut in “You never noticed how a lot of ethers taste a little like cider or fruit juice?”

“I… guess I never really thought about it” the brunette admitted as they entered the tree line “I did notice some taste different. Like some are more citrusy.”

“There are mana oranges too, along with some other fruits and vegetables” Pinkie continued “But the Apple’s orchard is one of the largest mana orchards in Equestria. Something in the soil lets them grow like Everblight out here, with a lot more mana close to the surface for some reason. Many believe it has something to do with Nibelheim, though I don’t see how from all the way over here.”

“Why would the ruins of an old town help make magic apples?” the group actually stopped to look at her.

“Well, because the mako reactor there went critical there… it’s how the town was destroyed” Rarity answered slowly “Everyone knows that…”

“Not from around here, remember?” the pugilist reminded them and remembrance dawned on the group, save for a slightly perplexed looking Fluttershy. Before the conversion could resume however, a surprised grunt alerted them to a rather large man patrolling the trees a ways ahead. He froze at the sight of them, eyes flickering between all them before reality seemed to dawn on him. He immediately spun around and dashed off into the trees. A loud clatter soon followed but as the party closed on where the sound came from, they found only some knocked over baskets of apples with the towering male nowhere to be seen.

“Well we’ve been announced then,” Rarity muttered before looking to the others “I suppose we shouldn’t keep them waiting.”

They continued through the trees until a large barn came into view through the trees.

“KWEH!”

The musical note filtered to them and through the orchard. It was soon followed by several more, the notes singing happily to each other. Some from even deep in the trees. A single awkward “WARK” rang out next, silencing the rest.

“Chocobos?” Tifa asked with a small smile. She knew the sound but not really from personal experience, and certainly not from anything like the brief musical they just experienced. She never got a chance to see the few that would come through the slums and she never took the time to go to any of the races at the saucer.

“The Apples do breed them if I remember correctly,” Rarity nodded as they approached the barn. As if to confirm the former Turks memory, a young voice was shouting from inside.

“OH COME ON! FUCK ALREAD-OW!”

“Language” a much deeper, masculine tenor was heard as they entered the side door. They came to the sight of a red-head in her early teens rubbing her head and scowling at a tall, broadly built blonde staring back at her unimpressed. He wasn’t as big as the man they saw in the orchard, but he still wasn’t lacking in muscle. That was for sure. An almost musical giggle escaped another teen next to them.

“Sweetie?!” Rarity exclaimed. The younger horned girl spun, eyes wide as saucers as she saw the group.

“RARITY!” she cried back, rushing into her sister’s arms “What are you doing here?!”

“What are You doing here?!” The woman countered, letting the girl go to answer.

“Well after Mz. Drops picked me up, I stayed with her and Miss Lyra for a few days until Mom and Dad got me and brought me back here” the teen explained with an occasional crack in her voice “And now I’m staying with the Apples.”

“Staying with the- but where are-UGHhhhh...” a heavy, groaning sigh escaped the former Turk mid-sentence. Her shoulders slumped and eyes closed as a hand reached up to pinch the bridge of her nose “They went back out on one of their trips, didn’t they?”

“You know Mom and Dad...” Sweetie answered with a shrug. During the exchange, the blonde had grabbed a farm hand and whispered something to him quickly before sending them off through the barn’s main door. He was tense with a serious frown firm on his face as he watched them, but didn’t interrupt the reunion “Some people have been saying some pretty bad stuff sis, and with how you disappeared, I-”

“I know Darling, I know” Rarity interrupted her softly. A gentle hand cupped to the girl’s cheek to wipe away a tear before she brought her back into another hug “I’m so sorry Sweetie, I never meant for any of this to happen…”

The pair rocked in each other’s embrace for a moment, no one really sure if they should say anything. Finally the red-head spoke up, scratching the back up her head.

“So hey Miss Rarity, long time no see” Sweetie pulled away a little hurriedly, a blush on her cheeks as she cleared her throat.

“Oh um yeah, you remember Applebloom and Big Mac right?” she gave, wiping her face and fussing her curls. Rarity smiled warmly, squeezing the girl's shoulder affectionately.

“Yes dear, I remember” she looked up to regard the pair, particularly Big Mac. Before another word could pass her lips however, a flurry of adorable balls of yellow fluff poured into the barn and swirled about their feet. As unbearably cute as the chocobo chicks were, the rest of the group found themselves dumbstruck by the impossible sight they had triggered instead.

Fluttershy shifted as the mass of tiny feathers danced about below her, looking down with a warm smile as she giggled. She actually giggled. The angry half-threstral that glared at them at every opportunity, whose vocabulary half consisted of angry growls and snarls, and who never hesitated to pull the trigger... had just giggled like a schoolgirl...

And was pretty cute while she was at it.

“Get back here you little puff balls!” a new voice signaled the arrival of a third teen. A tomboyish looking pegasus girl with messy hair and notably small wings barreled in after the chicks. Already holding a small clutch peeping happily in her arms, she chased futility after the flock now escaping out the other door. With an exasperated groan she began after them but stopped abruptly, turning to the party with a look like she’d just seen a ghost. The expression dropped to mere confusion and she tilted her head, searching. The moment was short lived as one of the chicks in her arms hopped free and ran after the others, spurring the young pegasus back into motion and out the door.

Tifa looked to the rest of the group to see Fluttershy now hidden from view behind the door, her face down cast and hidden within her hair and cloak. It would seem it was a day of interruptions though, as Tifa was suddenly distracted by the sensation of something gently nibbling at her earring. She turned and came face to face with a Chocobo leaning out of its stable. The bird blinked and cocked its head, the light illuminating the scar of a large crack up its beak.

“KWARHK!” the bird suddenly exclaimed before nuzzling the brunette vigorously.

“H-hi there! I like you too!” She laughed as the feathers tickled her face and earned some laughter from those gathered.

“Well now look at that” another new voice emerged from the main doorway “Kiwi usually ain’t much taken with strangers but if he likes ya, Ah guess y’all can’t be that bad.”

Tifa extracted herself from the cuddly bird enough to see a woman at the entrance. She was tall and well built with an obviously well loved stenson resting on her blonde locks. Most notable however was the rough looking robotic hand she reached up to straighten it with. That and the rather fresh looking scars where it met her arm, just below her elbow. She held a bundle of rope in her other hand, coiling it as she approached.

“Applejack” Rarity delivered evenly. The slight smile the farm girl held a moment before falling, her tongue probing the inside of her cheek as she regarded them.

“Girls why don’t ya go help Scoots’ roundup those chicks” she suggested, not breaking eye contact with the unicorn.

“Oh come on AJ! We know about this st-”

“Git.” the older Apple responded pointedly as she stared down her little sister. The teen looked past to her brother, who just jerked his head to the door. A defeated breath escaped her after only a few more stubborn moments.

“Alright. Come on Sweetie, let’s go catch up” she relented. The paler girl seemed even less eager to leave then the red head.

“It’s okay Sweetie, I’ll be around a little while. We’ll catch up in a bit. Okay?” Rarity assured the girl, who reluctantly nodded and left with her friend. The unicorn waited a moment longer after they left before regarding the cowgirl evenly “So, should I be thanking you… or negotiating?”

“Wut?” Applejack met her gaze with a furrowed brow. After a moment however, the implication dawned on her. She gave a disgruntled huff and rolled her eyes before frowning at the former Turk “Look Ah’ know y’all think of us as terrorists, but it ain’t like that.”

“You’ve taken hostages before,” Rarity pointed out.

“Not here! And sure as hell not kids!” the farmer snapped back, startling the stabled chocobos. She paused and regained herself, continuing more calmly “Look, yer folks asked if anyone was willing to take her in. Sweetie and Bloom are friends, so we volunteered like we did with Scootaloo. That’s all.”

“Look the last time we ran into you guys we were almost killed” Tifa stepped forward between the two, hands up calmingly “I’m sure she was just shocked to see her sister here. It wasn’t something we were expecting.”

“I-” Rarity began before catching herself, stopped to recoup as well “Yes, I’m sorry. It’s not fair to come here and just accuse you. Especially when we’re looking for help… Thank you for taking care of her.”

“Y’all ain’t the only ones that almost died that night…” Applejack scowled, her new hand flexing at her side. She huffed again but relented “But yeah, no problem. Like I said, she's Applebloom's friend… and a good kid besides. We weren’t jus’ gonna leave her out in the cold.”

“Well now that that’s out of the way…” Spike interjected, turning them back to the matter at hand.

“Oh, um yes… so as I was saying-”

“Y’all here fer help. Yeah, we caught that” AJ finished for her “But what do you expect us to do?”

“You’re AVALANCHE” Rarity stated plainly.

“Are we now?” the farmer cocked an eyebrow “Says who?”

“Well other than the far from subtle implications of the conversation up to this point; Says that banner that was behind you in that airship you were bleeding out in” the Turk countered. AJ glanced at brother.

“Was really hoping that was just me seeing things from blood loss” she muttered.

“Told ya” Big Mac returned simply.

“Yeah thanks Mac” the farm girl rolled her eyes “So if y’all supposedly saw me then where has Shinra been? Why didn’ a dozen SOLDIER storm our barn and arrest us ‘soon as we got back if we were there like ya say?”

“Because I didn’t tell them.”

“Why not?”

“I’m not sure how well you follow the news but we’re not exactly on Shinra’s good side at the moment” Rarity pointed out.

“Ah noticed, but ah also noticed y’all didn’t start caus’n trouble till a while after the tower was attacked” AJ countered, frown unwavering “How’da we know this ain’t all some kinda trap? Some ruse ta pull one over on us yokels and get yer people on the inside, huh?”

“Because Shinra would never even risk giving you what we’re about to” she gestured to the party’s martial artist “Tifa dear?”

The brunette stepped forward and pulled the duffle from around her back. The pair tensed, with Mac standing straight from his lean and Applejack turning her side to her. Tifa moved more cautiously but continued, pulling the mass of magic crystal from its shelter. The siblings’ guarded expressions turned to awe.

“Well now ain’t that a fine howdy do?” the farm girl breathed.

“Eeyup…”

Applejack stepped forward and reached for the materia but hesitated, meeting the martial artist’s red eyes. Tifa didn’t shy away and offered the gem openly. The farmer took it slowly, bringing it close to stare down at it. She handed it to her brother, who studied intently as he turned it about in his hands.

“You want the bag?” Tifa offered, bringing the pair back to reality.

“Eeyup” Mac repeated and took the duffle, returning the oversized materia to it.

“Okay” Applejack looked over the group with a new regard, nodding unconsciously “We can talk.”

She led the group through the barn’s main door… and into the center of a dozen people armed and waiting anxiously. Chief among them the very large man from before now covered in dirt and twigs. That did little to make the minigun he was holding any less intimidating though.

“It’s alright everyone, we’re good” AJ waved them down, the crowd relaxing as one. She turned back and offered an amused shrug “Gotta be prepared, y’know?”

“And then some…” Spike muttered apprehensively. She gestured for them to wait a moment and stepped away with Big Mac, waving a unicorn woman with striped hair over to them. The concerned girl looked at the pair through the thick frames of her glasses, though Tifa noted one of her eyes seemed permanently closed behind them. The other eye flew wide however as AJ whispered to her before it snapped to the duffle. She ripped open the zipper and gawked at the contents. The cowgirl held up a quick hand, halting the girl before saying something else, the unicorn nodding vigorously in response. AJ nodded and called to the rest “Alright everyone, y’all can get back to work. Shoes, yer with us.”

Half the group holstered their arms and made their way back to the fields, the rest stayed with the party as they were led out of the orchard towards the town. Big Mac followed them to the edge of the farm before handing off the duffle and leaving them with little more than a wave. They skirted the edge of the town proper, but couldn’t avoid the citizens entirely. It seemed they didn’t need to though. Those they passed seemed completely unconcerned about the group of armed people escorting the party, even the one with the giant gun.

“Guess Rares was right about them having influence in town” Tifa gave as they walked.

“You can say that again” Spike returned quietly. Tifa then noticed the pony on his back staring ahead with an uncharacteristic melancholy in her eyes. She followed the path of her gaze to the unicorn whispering excitedly at the farm girl at the front of the group. Tifa now also noticed the woman’s whole left arm was also a prosthetic, though notably sleeker than Applejack’s.

“You know her?” she asked, startling the small quadruped.

“Huh?! What? Know who? How would I know anyone here silly?” the pony blathered off with a laugh. She then smiled almost too brightly as she looked decidedly everywhere but towards the unicorn again. Tifa frowned.

‘Just not a day for sharing, is it?’

She looked away to Rarity, who had quickened her pace to join the leaders at the front. She could hear her asking when she would have time with her sister before receiving a quiet answer Tifa couldn’t make out.

She then looked over to Fluttershy. On any other day the pegasus would be yards ahead of the group or trailing behind, yet she was right here with them in the center of the group making its way through the town’s back roads. Tifa only then realized that the pegasus hadn’t reacted at all to what was essentially an ambush waiting for them. If anything, she seemed to be intentionally making herself smaller at the moment, like she was hiding from…

‘From that girl we saw earlier.’

The brunette sighed but didn’t even bother asking. They could barely get her to tell them what she wanted to eat half the time. She very much doubted the woman would acknowledge her at all at the moment. Before long they arrived at the gates of a large estate. It wasn’t the prettiest thing around, the signs of its age beginning to show, but it was still quite the sight.

“The old Shinra mansion?” Rarity asked in an amused tone before a scoff escaped “Right under their noses?”

“Fitt’n huh?” AJ grinned back before leading them inside, most of their group now dispersing and leaving just AJ and the unicorn with them. To say the first sight wasn’t what Tifa was expecting would be an understatement. Cork boards full of flyers, toys scattered about behind the stairs, and open side rooms that included a makeshift yoga studio and what looked like a cooking class setup.

“This looks more like a community center than a base of operations” she muttered.

“Cause it is a community center” AJ answered simply “Topside is anyway. Come on, this way.”

She led them up the stairs and to one of the side rooms. It was rather unremarkable save the ugly brick wall of one of the mansion’s support pillars. It was that very wall AJ walked up to and pushed in a brick, triggering a large section to open. A small lift sat in the center of a spiral staircase leading into the depths.

“It used to be a sconce that opened it” the unicorn spoke up with an amused tone “But that felt just a little too obvious after a while.”

The elevator’s gate squealed as she pulled it open and stepped on, moving to the back to let the rest of them on. It was a tight fit, Fluttershy even being jostled against the gate as the bespectacled unicorn tried to squeeze in. Again though, the perpetually angry women didn’t even seem to notice.

“Don’t worry none,” Applejack assured them “We’ve had heavier loads than this without it fall’n.”

While not particularly expedient, the lift proved faster than the stairs would have. A good thing too, as they seemed to be descending a decent ways underground. With a small jostle and another squeal of the gate however, the party exited to a sparsely furnished cavern. A small card table with some chairs and a wall lined with wooden crates being the only sights. The resident AVALANCHE members guided them towards the opposite end of the cave.

“Right through here” the apple farmer led the way through a narrower tunnel, past a door labeled ‘armory’ and finally into a surprisingly bright room that looked more like the wing of a library than a cave several stories underground. Passing by the shelves though, the library gave way to a mad scientist’s wet dream.

“Where’d you guys get all this?” Tifa posed as the unicorn moved to one of the stations, placing the huge materia in one of the large tubes lining the walls before moving to the equipment next to it.

“We didn’t” AJ answered. “Was quite the surprise when Shoes tripped into the wall up there and it didn’t stop him. Even more of one when we found all this... Shinra jus’ loves their little secrets, don’t they?”

“Unfortunately…” Rarity agreed. As they waited for the unicorn to finish whatever she was doing, the former Turk continued “How did you manage to get the whole town to go along with this?”

“Go along with wut?”

“AVALANCHE!” she nearly shouted “Surely the whole town isn't complacent in terrorism!?”

Whatever response Rarity was expecting it wasn’t for the apple farmer to burst out laughing.

“Wut’re you talk’n about?” the cowgirl’s laughter petered off “You jus’ met more than half the unit!”

“More than half the unit?” Rarity parroted, brow furrowed.

“Wut? D’ya think you were ask’n the big boss fer help? That Ponyville was AVALACHE headquarters or sumthin?” AJ shot her an amused smirk “Sorry ta tell ya Sugar Cube, but while we’re not nobodies, the heart of the resistance we ain’t.”

“B-...but the townspeople,” the pale unicorn stuttered “They didn’t even blink at you walking through the street with guns!”

“We’re the militia!” Applejack responded as if it was obvious “Come on Rares, you know what kind of nasty critters can find their way down the mountain.”

“Does that kind really call for a minigun?” Spike interjected.

“They… can be pretty ornery sometimes” the apple farmer answered hesitantly. The drake looked to the former resident, who shrugged with a relenting nod of her own. A series of beeps from a monitor now lighting up with a read out killed the rest of the conversation “Ah! So wut’s the word Moon?”

“It’s real” ‘Moon’ responded evenly “Element attuned too: Loyalty if these readings are correct.”

“So you know about that then?” Tifa asked. The Scientist unicorn turned to her.

“If you mean that Shinra’s looking for Elements of Harmony substitutes? Yes, we figured that out” she quipped “Though we still don’t know why.”

“Even I was never told that Darling”

“You’re a Turk though” Moon accused “More importantly, one assigned to that task. You can’t expect us to believe you weren’t told anything.”

“WAS a Turk” Rarity corrected “And truthfully, they didn’t tell us. It seemed like only the director and the president herself knew exactly why we needed the Elements.”

“And folks ta use ‘em” Applejack added, earning an arched brow from the former Turk “We… knew a little more than Ah let on when y’all first got here.”

“And yet you took us to the heart of your operation” Spike pointed out.

“We led y’all into a cave with only one way in an’ out that ya know of” AJ countered smugly “Part of the playbook. Fool ya in ta think’n we trust ya to trap ya. If we needed ta that is.” she quickly added.

“But you trust us now?”

“Since that gem’s real, yeah. At least enough to give y’all the benefit of the doubt.”

“So you’ll help us?” Tifa cut in, the lab-coated unicorn answering her again.

“If you can help us” she put simply “If it was some kind of witness protection you were hoping for, then I’m afraid you’re out of luck.”

“But if y’all are will’n ta keep being a thorn in Shinra’s side with us then yeah, we can have yer backs” the apple farmer finished.

“Attacking Shinra won’t exactly keep us off their radar” Rarity grumbled.

“With two bearers, I don’t think there was much chance of that anyway” their resident dragon pointed out.

“Wait” Moon stepped forward abruptly, “Two of you are bearers?!”

“Generosity and Kindness” Rarity returned, gesturing to herself and the still unresponsive Fluttershy “And Tifa here was a failsafe substitute.”

“Well shucks and here I thought the maretia was the only gift y’all brought fer us!” Exclaimed the cowgirl before slapping her comrade on the back, stumbling the poor girl “Two elements and three bearers! We’re leave’n Shinra in the dust!”

“Wait” now it was Rarity’s turn to step forward “Two elements? Three bearers?!”

“Yep! You’ll never guess what we found grow’n in one of the tanks up at the reactor” AJ posed rhetorically before leaning in with a wink “Or who started glowin’ when she got near it.”

“You’re a bearer?” Tifa asked for clarification.

“Potential bearer o’ Honesty, if’n Moondancer here is right” the farm girl slammed a paw down on the unicorn’s shoulder.

“Ahem, uh yes.” Moondancer recovered for the second time in as many moments “The tests show AJ reacts most to those currents, so we expect the materia to be the same.”

“Can’t you just run the same test you did on that one” Spike pointed to the tube.

“It’s still in the reactor, we only discovered it recently” Moondancer shook her head “And we unfortunately lack the means to safely extract it yet. Thankfully it’s in an out of the way compressor manned by a sympathiser, so Shinra doesn’t know about it… yet. One of our other branches should be acquiring the needed equipment as we speak.”

“You don’t seem any worse for wear from the tests” Tifa shot at Applejack, eliciting a confused look from the farmer.

“Attunement tests are normally very benign dear” Rarity explained “Hojo’s just a monster.”

A sudden snarl made the group jump, reminding them of Fluttershy’s existence. A furious glare was leveled at the farm girl.

“You” the pegasus growled “Can your group get me close to that bitch?”

“Hojo?” AJ asked only to cause the gunner’s expression to somehow grow even more angry.

“We’ve been gunning for her for years” Moondancer cut in, her own voice now cold as ice “You’d hardly be the first we've helped take a shot at her and yet she’s still breathing.”

“I won’t miss” Fluttershy left with no doubt in her tone. The unicorn tilted her at the response, studying the thestral like woman with her one eye. The ghost of a bitter smile crossed her lips after a moment.

“We’ll go after her again at some point. No question. I’ll see what I can do to make sure you’re part of it.” Fluttershy took a moment herself, anger ebbing slightly. A simple nod showed she was at least accepting of the answer, if not satisfied with it.

“Well with that tension out o’ the way” AJ cut back in “Let’s get y’all back top side and set up at the Inn... and Rarity here ta her sister o’course. Ya staying here Moon?”

“Yeah. I’ll call down some of the others and run more tests; figure out the best way to make use of our new materia” Moondancer returned with a nod and gave a half smile to the rest “Welcome to AVALANCHE.”

With that they were led back out to the lift and back into the halls of the mansion. They just reached the top of the foyer steps when a voice called out, drawing attention to the stately, grey-haired woman at bottom.

“There you are Applejack! I heard we had some guests in town” the woman straightened her glasses and regarded the group before her eyes landed on the former Turk “Why Rarity dear, is that you? I was wondering if you’d be following that sister of yours back to us!”

“Oh um, yes” the unicorn coughed “Hello Mayor, nice to see you again.”

“Oh and wonderful to see you! Why after what happened I wasn’t sure we’d ever see you again” the Mayor gave with a sympathetic smile “But Ponyville will always be a home to you. I must admit I was a little worried at hearing our new arrivals were being escorted by the militia.”

“Jus’ ran inta them first is all Mayor. Nothing to get yer tail in a twist over” AJ consoled “Was just showing them the center and about ta get ‘em set up at the Inn.”

“Oh well then tell ol’ Flint I sent you to get a discount then” she winked at the group “And Welcome to Ponyville!”

The woman sang before leaving them to their business and retreating to one of the side rooms. A befuddled Rarity shot the farmer a look.

“Does she really not know we’re wanted?”

“Ya know how most people in this town are Rares. If it’s over them hills, it’s not on their radar” she returned a knowing gaze “Some folks do pay attention though, so we’ll be keep’n y’all ta the outskirts all the same.”

The Inn ended up being near the entrance to town but still nestled away enough they could come and go unnoticed with some caution. The owner also seemed to be in the know because he set them up in an isolated room by the exit stairs without AJ saying a word. Even with the back door open to them, AJ said staying put would be best until nightfall just to be safe and that she’d bring them something to eat in a little while. Noone argued as she and Rarity made their exit, leaving the outsiders to their own devices. Literally. There was little to nothing to do beyond looking out over the town’s entrance and playing on their phones.

“Y’know” Spike spoke up after a while “I think I know that Moondancer lady.”

“Really?” Tifa asked more incredulously than intended.

“Hey I know people. I did have a life before Shinra caught me… Y’know, sorta” he added a bit bashfully “Though it’s from Shinra that I think I know her from. I think she was on one of the science teams that studied me.”

“That’s not encouraging” Tifa commented but Spike waved it off.

“Nah, it was before the tests got bad. Before Hojo took over” a low growl escaped Fluttershy but they had learned as long as they didn’t say the actual name too much, she wouldn’t get too nasty “But if it is the same woman then something definitely happened to her since then; she didn’t have the robot arm back then… do you know who was on the old teams Pinkie?”

The crown topping the equine’s puff nearly toppled as she jerked up at the dragon’s sudden questioning.

“Oh uh, not really. I only started seeing you after things started getting bad, remember?” the pony scratched at the back of her head with an apologetic frown.

“Where were you before that?” Tifa realized they still knew practically nothing about the tiny horse. Even after all the time they traveled together, the pony always managed to keep away from the topic.

“I wasn’t anywhere. I was born there” Pinkie answered simply, an innocent smile on her face.

“You were born there?” the pony nodded enthusiastically “How old are you?”

“Technically one and a half.”

“Technically?” Tifa stared with her face scrunched “What does that mean?”

“Well, are you a you when you’re born or when you become aware?” Pinkie asked before the door opened and caused the group to jump to their feet, just to see Applejack enter. She adjusted the bags she was carrying as she shot them a bemused look.

“Jumpy lot, ain’t ya? Got nothing to worry about here, nothing we wouldn’t be able ta tell ya about first at least'' she offered before setting down and opening the bags. A distinctly delicious smell filled the room almost immediately “Bet it’s been a while since y’all had some authentic home cook’n, huh?”

“A lifetime” Tifa sighed happily, not entirely joking. She moved to help the farmgirl move the portions to plates. The fighter joined the others at the room’s small table while AJ moved to the pegasus still sitting by herself next to one of the windows. She set the plate on the sill but remained standing over the grim woman.

“Wut’s yer name?”

“Why?” the gunner returned bored, studying the food in front of her.

“Is it Fluttershy?” that drew the pegasus’s attention. Her crimson eyes locked on to Applejack’s.

“Why?” she repeated. AJ’s eyes narrowed with a frown.

“Scootaloo was asking about you. Do ya know her?”

“...Who?” Fluttershy asked after just a moment too long. The farmer’s hands rested on her hips as her tone grew stern.

“Listen here now, that girl’s been through a lot and lost more than her fair share for a dozen lifetimes, let alone the one she’s barely started. So iff’n y’all know her-”

“I don’t” Fluttershy cut her off, tone surprisingly passive “You don’t have to worry about me.”

“That ain’t…” the cowgirl started but let drop with a sigh as the thestral woman turned her attention back to the food, ignoring her. She turned back to the others trying and failing not to eavesdrop in the small room “Rare’s still with her sister but shouldn’t be too late.”

“Any word on us yet?” Spike asked in good humor. A small smile graced the farmgirl’s lips.

“That’s still up in the air. Usually takes a couple days to figure what ta do with normal recruits. And, I mean this in the best possible way, y’all ain’t exactly normal.”

“Thanks!” Pinkie beamed brightly beneath a face covered in mashed potatoes, earning a chuckle from the rest. Tifa spoke through the side of her own full mouth.

“No worries, I’m just glad we’re in a friendly place with an actual militia and not a crazy backwoods cult” she smiled before pointing with her fork “This is amazing by the way.”

“Granny rarely disappoints'' Applejack declared proudly “But yeah, heard ‘bout that bit of trouble y’all ran into at Condor. It was actually what got us looking inta ya. Gotta admit though, started getting second thoughts after that mess in Junon. Ah might not be one ta talk, but shoot’n in the middle of a parade…”

“Yeah that… that wasn’t planned” Tifa gave in a grim tone, then even muttered under her breath “Or appreciated.”

“Yeah, I can relate to things not goin ta plan'' AJ gave herself, glancing down to her new hand. She rolled her neck, and shrugged back at the pugilist “We never want things ta get messy after all.”

“Yeah but… we could have done that better” Tifa concluded with a frown. AJ however gained a warm smile.

“Well with a sentiment like that, I guess Kiwi really did get a good read on our new recruits” she patted the brunette’s shoulder as she passed, pausing at the door just briefly enough to quip “Abnormal as they may be.”

“I like her!” Pinkie declared after the farmer left.

“She does seem rather genuine” Spike concurred “Though I suppose that makes sense. Honesty and all.”

‘Not sure the element makes the bearer’ Tifa thought but left unsaid, especially since it wasn’t just Fluttershy’s example that made her think it. Still, she felt the need to say something “It is hard not to feel like we can trust her.”

“Not everyone’s out to get us Tiffy” Pinkie reminded the martial artist.

‘Tell that to Rarity’ again, she left unsaid and just returned a tired smile before refocusing on her food. The unicorn herself arrived shortly after the sunset. The food wasn’t as warm but there was still some left, to which Rarity politely declined.

“If there’s one rule of Ponyville Darling, it’s that you don’t spend an evening at the Apple’s and leave with an empty stomach” she gave with a smile, followed by a distressed wince as she rubbed her midriff “Whether you like it or not...”

Before long it was time to try to get some sleep. Despite her best efforts to do so though, Tifa found herself stuck awake and dwelling on her earlier thoughts. She felt guilty about thinking of Rarity that way, especially when she had been nothing but kind to Tifa herself. She just couldn’t shake off certain reactions the unicorn woman had on their journey so far though. Then, as if reacting to the fighter’s conflict, she heard the former Turk stirring. As quietly as possible, the pale woman crept to the door, unaware of the brunette’s eyes following her exit. The pugilist let a moment pass before doing the same.

She kept her distance as she followed the well coiffed woman, though was frankly amazed she hadn’t been caught yet. The former agent’s training hadn’t seemed to have diminished however, as she managed to unknowingly lose the brunette even in her distracted state. Even worse, it also occurred to Tifa that she now had no idea where she was. She moved another street over but failed to recognize anything.

A subtle ‘psst’ sounded behind her.

Big Mac leaned against a nearby house, giving a flat stare to the woman blushing back at him. His eyes flickered down the way before returning to Tifa’s and he jerked his head pointedly down the road. The night left little to see beyond a vague, oddly shaped mass at the block’s end… and the pale skin of a unicorn standing nearby, shining in the moonlight. She gave nod to the imposing yet strangely not intimidating farmer, who simply returned it before walking away.

“Rarity?” the woman started at the sound as she rounded with a gasp.

“Oh! Oh, Tifa Darling it’s just you” she slumped with a hand to her chest “I’m sorry, did I wake you?”

“No, I couldn’t sleep” the brunette waved off and moved to join the horned woman looking over what Tifa now saw as the rubble of a burned down building. The charred remains of a few wooden chocobos stuck out as an oddity among the rest. It took a moment for the martial artist to recognize what they were “An old merry go round you used to love?”

“It wasn’t a ride Darling” Rarity answered with a slight smile “It was a shop. The man who built it used to design and build carnival attractions. I bought it after he moved and thought the aesthetic too quaint to change.”

“This was yours?” The unicorn nodded sadly, still looking over the ruins as she crossed her arms. Tifa looked over the remains again, remembering a cut off conversation at the revelation “‘not many of ours’ first choice’”

“Carousel Boutique” Rarity stated matter of factly, a fleeting pride emerging before dying with a sigh “A dream that ended with a rather rude awakening…”

“This is why you couldn’t stay,” Tifa stated, already knowing the answer.

“I just couldn’t stand seeing it anymore, knowing that all I worked for was worth nothing more than used up tinder” she waxed, kicking an old lump of charcoal “I’d be mad it was still here if Applejack didn’t tell me it was hiding an entrance to their little hideout.”

“How’d it happen?” Tifa asked carefully.

“A bomb” the former Turk answered a little too casually.

“A bomb?!” the brunette gaped back “Like the monster-”

“An Ink bomb” Rarity clarified “With an unfortunately faulty triggering device. She didn’t mean to destroy my home, just my work.”

“Who?”

“Another designer I had lent some rather dynamic fabric to during a contest” she answered, nary a flutter in her resigned tone.

“Wait, you helped this woman to possibly beat you and she repaided you by sending you an ink bomb?” Tifa marveled at the unicorn’s lack of anger “What a bitch!”

“She was out for herself, just like everyone else” the Turk returned with a disturbingly uninterested shrug “It’s just the way of things.”

Tifa stared at the horned woman, a lot finally clicking into place. She opened her mouth but Rarity beat her to it.

“Let’s go, I’ve had enough of this place” she abruptly turned to leave at a brisk pace. Tifa’s gaze shot between the rubble and unicorn before she jogged to catch up.

“Rarity-”

“I don’t want to talk about it Darling. I don’t even want to think about it anymore. I-...” she paused as if to look back before shaking her head with a tight eyed scowl “I don’t even know why I came out here.”

Tifa’s arms fell in defeat as her friend strode away, heels clacking aggressively with every step. Every attempt she made to talk on the way was back shot down before it could start. Eventually she let it go, following in step behind the Unicorn leading her back to the Inn. They quietly entered the room to find the party’s smallest member standing on her bed with her hooves up on one of the windowsills, bouncing anxiously as she stared out with worried eyes.

“Pinkie?” Rarity asked softly, the pony wheeling around as if surprised by the pair “What’s wrong?”

“Oh, nothing. Nothing!” Sith repeated loudly enough to make Spike stir. She blushed and stuttered in a more hushed tone “I was just uh... worried about you two! It’s awfully late to be going out.”

The bipedal pair shared a look. They didn’t know Pinkie to lie but that was hardly convincing.

“Seriously Pinkie, what’s up?” Tifa pushed.

“Nothing, really! I’m just being silly” she smiled nervously “It really is late though, we should just try to get some sleep don’tcha think?”

Tifa stepped forward undeterred but Rarity just huffed and moved to her bed, grumbling a defeated ‘whatever’ under her breath. Pinkie seized the opportunity to dart under her sheets as well. The brunette gawked as she looked back and forth between the uncaring Rarity and the hiding equine. She looked to Spike to still find him asleep and while she couldn’t tell if Fluttershy was awake, she knew better than to expect any support from her in this. She slumped and placed her head in her hands.

‘I’m really not great at this whole friend thing’

‘Maybe tomorrow will be better...’

She picked her head up and turned to her bed when a sudden chill ran up her spine.

She was being watched.

She turned to the window, where she could have sworn she had felt a pair of eyes drilling into her back. She leaned in close to the closed glass, searching the area but seeing nothing. Frowning, she stood and closed the curtains before returning to bed, trying to shake the sudden uneasiness.

It was some time before she finally fell asleep.

The door slammed open with a bang, jolting the brunette out of bed with a start. An anxious Applejack strode into the room and straight to the window, ignoring the large handgun Fluttershy was lowering with an irritated glare.

“We’ve got a problem” she informed them, peering out through the slit in the curtain as the party roused themselves “Ah don’t know how but Shinra’s found out about the materia.”

“What? But-” Rarity began before concluding “We didn’t-”

“Ah know, that ain’t wut Ah’m saying” AJ interrupted, casting them a glance “We know ya didn’t make any calls.”

“How?” Rarity asked, only for Tifa to answer.

“They were watching us” she said without accusation, remembering Big Mac finding her last night.

“That and Flint has a jammer downstairs” the farmgirl added abashedly, glancing apologetically between the group “We turned it on after y’all went ta bed.”

“But how could they have known we would've brought it here?” Spike asked.

“They don’t, they know about the one at the reactor” Applejack explained before a faint but distinct buzzing filled the air.

“That’s an airship” Rarity stated.

“Not jus’ any airship, the president’s airship” she stepped aside to let them see the distant craft “They’re not letting this one slip through their hands.”

“Can we beat them to it?” Tifa offered, to which AJ shook her head.

“Wouldn’t do us any good if we did. We still can’t get it out of the dang pod” she sighed “I ain’t here so we can stop this, we can’t. We lost this one… be we ain’t lost you. Like Ah said, they know about the reactor materia but they got no idea ‘bout the one y’all brought us or that you lot are here. The gang’s clearing us a route to the mansion. We’ll hide out in the caves till this blows over and see what we can do from there.”

“So we just have to let them have it then” Tifa lamented. AJ Shrugged.

“Can’t win ‘em all Sugarcube. It’s a damn shame but at least it won’t do them any good without someone that can use the thing.” She returned, Rarity chiming in next.

“It’s more than possible that there are more potential bearers out there.”

“How many y’all find?” the cowgirl asked.

“Just us so far as I know” Rarity smiled.

“Then we work with wut we got” she returned encouragingly.

“Shouldn’t we be going then?” Spike added anxiously.

“Not until we get the signal. There’s already troops securing the town for the president’s arrival” she explained “Sorry, we didn’t even know ‘till they had already started. Don’t worry none though, there’s more than one way in ta the caves and if nothin’ else we can jus’ hunker down here; Flint’s got our backs.”

The group nodded and began the agonizing wait. The minutes stretched on as the buzzing grew to a low roar. They could see troops gathering in the square by the town’s main entry and Mayor Mare fussing among them as she prepared for the Shinra matron. Applejack’s boot heel started to bounce impatiently before she moved back to the window. She squinted at the airship now just slowing to a hover outside the town’s borders, scowling as the gusts it kicked up whipped through the orchard’s distant trees.

“Gonna be some sour ethers this season” she grumbled. The troopers she could see stood to attention suddenly, their rigid posture all the signal the apple farmer needed “Plan B it is. Hunker down everyone, the president’s here.”

Rarity and Spike saddled up behind Applejack, peering past to the square as Tifa and Fluttershy peeked through the other window’s cover. A thin sheer blurred their vision some but would keep anyone seeing any more than a shadow from outside. Tifa held her breath as a squad of Troopers wearing distinct red sashes marched into town, rifles on their shoulders.

“Elites, figured as much” the cowgirl muttered before the unmistakable figure walked into view, towering over her entourage “And there she is. Too bad she’s so blind ta wut she’s actually doin’. She don’t seem like a bad sort really…”

Considering all Tifa had seen she doubted Celestia was completely ignorant of her company’s sins. Still, she never got the impression of any malice when it came to the president and either way there were still good people at Shinra. As a matter of fact she caught sight of one of them hurrying after the president not a moment later.

“It’s Twilight” Tifa pointed out the familiar unicorn. The sheepish treasurer looked around square nervously as Celestia shook the excited Mayor’s hand with a warm smile. A first class SOLDIER stepped up next to the bespectacled woman before giving her an affectionate nudge. It took the brunette a moment to recognize him as the ‘boss’ from Gilda’s group at the saucer “Hey, I know that guy.”

“That’s Twilight’s brother” Rarity answered, eyes glued to the gathering group “And one of the best SOLDIER Shinra has ever had. And if he’s here then- yeah, there’s Gilda... and a handful of Third Classes as well”

“Ya sure ya didn’t tell ‘em Ah was AVALANCHE before y’all left?” AJ mussed with dark humor “Cause that’s an awful lot of security ta bring to a small farm’n town, materia or not.”

“They’ve only got one other Element stand-in, they must be getting desperate” Rarity offered “I don’t see any Turks at least, not even the Director.”

A small comfort indeed when half a dozen SOLDIER and a virtual platoon of troopers were little more than a pane of glass away. Tifa’s heart sank just a little more at the sight of even more marching up behind the president’s group, surrounding a grey skinned woman with a distressing familiar nap of sickly green hai-

‘OH SHIT!’

A solid thud pounded into the wood as the boxum woman pounced on the red ribbon trying to fly out the door. A furious, muffled scream tried to escape the gloved hand clasped over the thrashing pegasus’s mouth. Tifa blanched as she was lifted into the air, her weight not matching the strength she was barely holding the enraged gunner with. The pair hit the ground again as another weight landed on top of them, Spike’s smooth scales scraping Tifa’s back as he and Rarity joined the pile as well. Another would be screech strained against the leather before Applejack swept down to crouch before the group. She flinched at the intense glare the thestral leveled her way but stood her ground and returned one of her own.

“Now Ah know that butcher out there is a right proper monster and whatevers got you this miffed is clearly personal but y’all told Moon ya wouldn’t miss yer shot, and Sugar Cube, This-Ain’t-Yer-Shot” more suppressed curses were ignored as the apple farmer kept course “Ah don’t care how tough ya think ya are, that’s an army out there and whether you miss or not they Will take you down. Ya get that?! You screw this up you won’t get another shot. Now you wanna take yer chance with an army in the way or wait till you know you’ll hit?”

A vicious growl ripped from Fluttershy’s thoat, her eyes virtually burning into Applejack. Slowly though, very gradually did the resistance ebb. The pegasus’s breaths came in long, ragged heaves but were less eratic than before. Finally, she stopped fighting, allowing her tense muscles to relax slightly and remained still as the party cautiously let her go. With slow, trembling and very deliberate movements the gunner picked herself off the ground. The party cringed as a brief glower was leveled at them before returning to the farmgirl.

“The FIRST real opening there is at all-”

“We’ll be sure you’ll know” Applejack finished for her “I’m sure Moon’ will even buy ya drink if ya make it hurt-”

“More than she could ever dream.”

“She’ll be happy ta hear it. Jus’ keep it holstered till then, ‘kay?” AJ asked, taking Fluttershy rolling her neck as the best confirmation she was going to get. The group released a collected breath, trying to recover before a buzz issued from the farmer’s pocket. She quickly snatched the phone and read the screen “We’ve got a clear path. Let’s move before we lose it.”

The group moved out as quickly as they dared to, desperately hoping they were choosing the right balance between speed and stealth. A young woman met them outside the back door, waving them down the alley as she kept watch. An older man stood leaning against a wall not much further on, directing the farmer with a nod as they passed. A small hope presumed to flare in Tifa’s heart before their sixth sentry suddenly motioned for them to stop before an open stretch of road.

“Come on Twily! What’s got you so nervous? There’s nothing to worry about in a cute little place like this'' a familiar voice reached Tifa’s ears. She risked a peek around the corner to see the first class brush a hand through his long, spikey mess of blue hair as he walked with his sister.

Right next to where they needed to pass.

“I just… have a weird feeling is all” Twilight answered awkwardly, tapping rapidly at her tablet. A pale hand suddenly shot out to grab hers, drawing her attention up to her brother smiling assuredly at her.

“Come on, the President said to take it easy until we head to the reactor.” Twilight looked like she was about to argue, her eyes returning back down to her tablet when her expression went blank. Her gaze grew distant, darting about slightly as she seemed to process something. Then, as suddenly as she paused, she snapped back up with a bright smile.

“You know what? You’re right.” She stepped to her brother's side and took his arm, guiding him back the way they came “That little cafe near the town hall looked nice, let’s get some coffee.”

As soon as the pair left eyesight the sentry waved them over. They practically sprinted past the open space despite the threat now gone, pausing to decompress once safe.

“Helping us without even knowing…” Tifa lightly panted “Thanks again ‘Twily’”

“Moon always said she was one of the good ones,” Applejack added. If she was going to say more however, she never got the chance.

An explosion suddenly erupted near the town square.

“Wut in the goddamn?!” the apple farmer exclaimed before catching a stumbling Rarity. Alarm bells filled the town as panicked screaming joined them.

“The girls” the unicorn gasped, terrified.

“Fluttershy!” Tifa called out to the now missing pegasus. She looked back to the group, speaking without a doubt “She’s going after Hojo.”

“Damnit… Lily, lead them the rest of the way” Applejack told the sentry before meeting Rarity’s gaze with a confident smile “Don’t worry Sugar Cube, the girls were still at farm. Even if we didn’t have a bunker, Granny and Big Mac wouldn’t let nothin’ happen to those three. Bet my life on it.”

Rarity returned a nod, obviously still worried but accepted the assurance. The Apple turned then to the pugilist.

“I’ll go get yer ‘Not Fluttershy’.”

“By yourself?!” Tifa yelled after the woman now running toward the commotion.

“I ain’t the one who’s wanted here!” she shouted without turning back.

“Come on” the girl AJ had called Lily urged them on.

Tifa gave a last fleeting glance back before following.

The two halves of the next grinning fireball to streak into the town square split in half before it had a chance to explode while a twisted, dark hound pounced only to find itself impaled on the end of a blade. Not many fighters could hope to make such masterful use of the standard issue SOLDIER sword as the figure standing between the Shinra entourage and the horde of monsters that abruptly appeared.

Shining Armor was no ordinary fighter though.

The first class scowled as the beast on his blade dispersed into a shadowy mist. Monsters left corpses and he knew pyreflies didn’t look like that. Someone was summoning these things. The conclusion did little good as more poured into the square though. He cut down another pair before calling to the gathered troopers.

“Squad A, get these people inside! The rest of you, find the president! We can handle things here!” She had her elite guard and Shining knew better than to doubt the power of an Alicorn, but he still knew their duty. The knowledge of the first two things was what let him be okay with not going himself. As the non-combatants fled however, one stayed behind “Professor! Go with the others!”

“I’ve never seen creatures quite like these before… some sort of corrupted fiend perhaps?” Chrysalis mused absently in her flanged voice, ignoring the order completely. The changeling gave a bored sneer as another hound was sliced apart by the winged second class's dual blades right next to her, much closer than the scientist appreciated “Do try harder to keep these things away from me.”

“Oh yes, because it’d be such a shame to lose you.” Gilda spat back. The professor simply returned a flat stare before lazily glancing to a flock of razor toothed buzzards now dive bombing the SOLDIER. A series of flourishes left little more than feathers as the Gryphon glared back again “You ain’t the target here Doc.”

The changeling’s sickly green shield abruptly burst to life as a bullet impacted above what would have been right between her eyes.

“HOJO!”

A mild surprise swiftly slipped into a triumphant smirk aimed at the second class.

“You were saying?”

A flurry of shots rang out before a blur of crimson sped toward the scientist. Chrysalis’s passive gaze swept towards the smear before it was intercepted by the first class standing by. Sparks flew as his sword crashed against a thestral looking woman’s clawed gauntlet. The butt of a handgun crashed against his face before the pegasus snapped off another pair of shots and leapt away. Sharp pings echoed through the square as the second class deflected the attack.

“Hojooooo…” the shooter snarled, her loathing gaze unwavering from the jagged horned woman despite the two augmented fighters between the pair. A bemused smile creased the changeling’s features and she found herself leaning in, head tilted curiously.

“...Have we met?”

Fluttershy exploded forward with a furious wail before being blasted back in a burst of flame. She tumbled and launched into the air only to be intercepted by Gilda, the SOLDIER’s twin blades swiping across her chest before kicking her back to the cobblestones. The pegasus braced against the following dive when a hound collided with her opponent midair. With barely a thought, the altered pegasus seized the scant window with a desperate hope as she upholstered her trooper rifle to fire blindly at the first class as she circled to the round the opposite side of the professor. Her new handgun hammered into the shimmering barrier while her pursuer tried to close.

With her second to last round, the shield cracked. A cold and bitter satisfaction filled the markswoman as she witnessed a spark of genuine concern find the changeling’s expression when their eyes met. A deafening boom filled the courtyard...

And a heavy rifle round tore through Fluttershy’s shoulder, her own shot going wide as she faltered back. She barely managed to knock Shining’s blade away before another bullet grazed her cheek. She launched herself away with a flap of her wings before a third round tore through the left appendage. Sorrow threatened to consume the gunner as more hounds and buzzards filled the square with the former seeming to now focus on only the pegasus. Some even charging right past the vulnerable scientist to pursue her.

A final, pained scream escaped the woman before the red blur of her cloak retreated deeper into the town.

A dark coated figure chuckled from her rooftop and followed with her rifle.

Tifa panted as they ran after their guide, dodging the stinger of another oversized bug leaping out from behind a corner. A ball of fire met it midair, leaving it to fall behind them in a lump of green flame. Unfortunately it wasn’t the only flaming ball to fly near them: a bright streak swept between Lily and the party before the monster’s eternal smile swelled and detonated.

“Lily! LILY!” Tifa heard Rarity yelling as she pushed herself off the ground. A high pile of rubble that was once a house blocked their way forward and any sight of the resistance fighter. A thankfully much smaller flash went off to her side as Pinkie leapt into the arms of her robotic mog.

“Hup-Hup Moggy” she breathed before she was hurled skyward. Her gaze searched over the debris before falling back to Gaia. She tapped her hoof rapidly on Moggy’s paw as soon as she landed and was launched up again. Again, she searched desperately before she was caught again “I can’t see her…”

Grim looks were exchanged before the rattle of a Shinra rifle sounded nearby, too close for their comfort. Tifa sighed before looking to the most well coiffed of the group.

“I don’t think being seen is the biggest risk anymore. You can lead us through town right?” Rarity didn’t respond immediately, a moment of hesitation before gave a nod.

“I can get us out of here” she immediately turned and ran down another alley. They had to dodge a flock of the buzzards Rarity called Zuus and were forced to fight their way through a pack of the shadow hounds but the resistance seemed to be thinning, the sound of fighting and panic becoming more distant. It was when their path started uphill and turned to dirt as the houses gave way to farmland that it dawned upon the brunette.

‘Shouldn’t it be getting louder as we get closer to the mountain’s base?’

‘Turn around’

Tifa glanced back and immediately ground to a halt. She could see the mansion from the incline they were on. Almost on the other side of town from them.

“Rarity! We’re going the wrong way!”

“No we’re not Darling” the former seamstress called back, still climbing the gentle incline “I said I was leading us out of here.”

“Fluttershy’s still back there! Your SISTER’S still back there!” the pugilist argued without following. The unicorn woman huffed and finally stopped to grimace back at the rest.

“Fluttershy already knew the risk of going after Hojo. Besides I seriously doubt she’d bother going back if it was one of us” her expression softened slightly “And I’m sure Sweetie Belle will be fine. The Apples are tough and connected to the bunker.”

“And what about AJ?! We’re just going to leave her with no idea what happened to us!? What if she gets back to the bunker just to head back into that mess to try and find us?!”

“She’ll be fine! Now come on, we don’t have time for this.”

“No!” Tifa stood her ground. Rarity’s grimace returned.

“This is just the way things-”

“NO!”

The group was literally taken back a step as the martial artist’s scream cut the seamstress off.

“No more screwing over allies! No more firing into crowds! No more leaving friends behind! I’m sick of this survival at all costs Bullshit Rarity!” the brunnette raved at the woman “I get that you were fucked over in the past but things can’t keep going down like this! We eventually have to trust someone! Rely on someone!”

Noone dared interrupt. Pinkie and Spike were caught glancing nervously between Tifa and Rarity as the latter was stunned into a gawking silence.

“I mean how long will it be until we’re the ones you’re leaving behind to save your ass?! For fuck’s sake Rares, you’re supposed to be the Element of Generosity!” Tifa slumped forward with a heavy sigh. She rubbed her eyes before straightening and regarding the horned woman again. When she spoke, all the anger had left her voice. All that was left was disappointment.

“You could’ve fooled me…”

Without another word, the pugilist turned and ran back toward the town. Rarity fell to her knees, lost as she watched her go. Pinkie and Spike gave the unicorn a brief, apologetic look before following, leaving her alone on the hill.

An entire pack of hounds vanished in a blinding flash, the towering alicorn glaring at the shadowy wisps that were their remains. She stepped forward and a beam of light from her horn sliced through the air, cutting down a trio of reptilian flyers. A fresh pack of the corrupted wolves materialized at the opposite end of the street before charging her. She needed to find who was summoning these beasts.

One street over a buxom woman charged ahead when a streak of black crashed into the cobblestones right in front of her. Tossed back by the impact, Tifa quickly scrambled to her feet to see a tall man in a long dark coat rising from the miniature crater. His hand rose from his side covered in a dark mist.

“Well well well, if it isn’t the broken girl” he smirked, his magic encased hand flaring before a trio of the twisted hounds formed behind him.

“Tiffy!” a shout sounded from behind her, Pinkie and Spike running up the road. The pony pulled out her megaphone with its materia glowing brightly when a mass of shadow erupted between the martial artist and her allies, so many of the dark summons appearing she couldn’t see the pair through them.

“No interlopers!” the pegasus with swept back silver hair yelled. The mist dissipated from his hand before he raised both to bear, the prongs of an electrified gauntlet snapping into place as his smile grew “I hear you use a dead style… show me.”

Tifa smelled ozone as the gauntlet passed inches from her face, dodging barely in time while her hair rose with the static. The same unfortunately couldn’t be said of the man’s follow up. His formerly mist covered fist slammed into her cheek and sent her sprawling. She rolled to her back to see him leaping after her, lightning gauntlet raised. She thrust out her hand covered in a darkness of her own, the materia on her glove glowing brightly..

The pegasus brawler’s face turned to a scowl as he cast a shell spell between him and his prey, as if disappointed in her use of magic. The expression turned to surprise though as the darkness on Tifa’s hand flared and he found himself dragged back the way he came. A crushing pressure found him as the black ball pulling him back touched his wings. He turned the defensive spell and threw it into the demi spell before righting himself with a flap. Until a steel grip clamped onto his ankle that is.

The road was dented again as he met it at great speed. He twisted in her grip and cast a current of lightning, amplified by his weapon, into his captor. Tifa winced as the shock ripped through her, burning her from the inside even with her protective bangle. Her grip held though, whether from personal effort or the seizing of her muscles she wasn’t sure, but she pushed through the pain and spun in place, hurling her opponent through a nearby wagon. A low groan followed as the figure stirred beneath the broken planks.

A geyser of red and green flame burned an opening in the swarm of hounds long enough for the quadrupedal pair to break through. Cutting through a side yard, the group retreated a street over before halting from the sound of steel on stone. Blazing into view was the graceful form of the president herself, leaping back from the sword of a female pegasus dressed much like the one they just left behind. The flyer lunged again with her double bladed katana when a flash of light preceded the clash of metal on metal.

The alicorn now stood with an ivory and gold gilded sword as tall as Tifa and perhaps even more wide. The massive blade was spun easily around in the president's hands before a second sword was extracted from the central mass in a flourish of its mechanisms.

‘Oh holy shit...’ the unsuppressable image of spikey blonde hair over blue eyes glowing an eerie green filled the brunette’s mind.

“NOPE!” all three declared before turning and fleeing back the way they came. Lightning fist had to be better than fighting THAT.

“You’re the one summoning these monsters!” Celestia spat at the winged woman playing with her short, silver-blue hair.

“Well, one of three” she returned smugly and spun back into the attack. Her blade stopped dead against the impossible mass of Celestia's main blade before the other forced her back once again.

“You would go this far, hurt all these innocents just to try to assassinate me!?” a fury burned behind the alicorn woman’s gaze. The pegasus’s eyes flew wide as a hand rose to her chest.

“Assassinate?!” she gasped dramatically “ Oh no no no Auntie, I would never try to kill you!”

“What?!” Celestia’s breath caught in her throat.

“Not when Mother is so looking forward to it herself...” the dark coated female grinned maliciously and charged. Her determination was rewarded as Celestia’s shock allowed her to slip past the alicorn’s defences. Blood stained the cleanly sliced fabric of the president’s top, two new shallow lines of red bordering the collar bone beneath.

A sudden burst of ice exploded against the pegasus’s side, launching her away from the CEO before a follow up was landed.

“Madam President!” two third class SOLDIER sprinted towards their leader with a squad of sash wearing troopers in tow. The squad opened fire on the female. She deflected the wall of lead with apparent ease but glowered as she had to begrudgingly retreat from the gathered force.

“See you next time Auntie” she shot before taking to the air. The Shinra flyers present moved to pursue but couldn’t hope to match the silver haired girl’s speed. The far off blur banked and headed toward the town square, toward the sounds of more battle. Celestia cast a quick cure on her wound and led her troops toward the noise.

An increasingly tense worry building in the back of her mind.

The trio almost ran into a gathering of troopers overwatching the way to the square. They didn’t know if they would recognize them or even care with everything going on but better safe than sorry. They darted through a shopping district to nearly bump right into the giant man known as ‘Shoes’. His minigun hosed down monster after monster, preventing any threat getting past.

“AJ ran through a second ago with your friend, she wasn’t looking too good!” he shouted at them between bursts “That way! Follow the gatling fire that ain’t mine!”

They wasted no time save to give a quick thanks to the large gunner before heading out. Soon the rapid rattle of a smaller gun met them, not as big as the one they just left but too rapid to not be what they were looking for. They ran toward the shots when a heavier boom echoed over the constant reverberations.

They spotted the streak of another black coat dart between the rooftops of buildings surrounding a wide market space, avoiding suppressive fire while trying to return fire of her own. In the center of the scattered stalls was Applejack, her robot hand transformed into rotating barrels currently spitting death as she stood protectively over an unconscious Fluttershy. A pair of hounds pounced on the farmer from the shadows, distracting her long enough for the rifle toting pegasus to pause and level her shot.

“Tiffy!” Pinkie called from the closest market stall, a stand for homebrew liquor as told by the sign. The pony tossed a bottle to the buxom fighter while Spike hunched with flames dripping from his maw. She hurled the bottle as hard as she could at the riflewoman. She frowned as the glass shattered against her hip.

‘I was aiming for her head...’ she grumbled internally. The pegasus pouted at the wet distraction until the gout of green flame swept her way. She jumped back and into the air but failed to keep the hem of her coat from catching ablaze. She shot a glare at the celebrating trio and leveled her rifle, quickly ending their jubilation. A shimmer of flames flared across her gun and a flaming lance of her own streaked past her attackers.

Straight into a barrel at the back of the stall.

Celestia kept running even as her troops branched off to help the town militia member with the chain gun cover the road. She remained grounded to dispatch as many threats to the people as she could. The hounds were dwindling since the retreat of the silver haired pegasus, and the monsters didn’t have nearly the same means of reinforcement. The distant light of a flame dancing mid-air drew her attention. Two figures joined a third trying to put herself out before flying towards the mountain.

Her own wings spread and she braced before a market stall exploded to her right. She turned to see none other than Tifa Lockhart between her and the burning stall. The martial artist stood frozen, staring back at her with eyes full of fear as the flames silhouetted her form.

A blazing village

Night sky filled will acrid smoke

Red Brown Eyes meeting hers with surprise

The keen of a blade

The splatter of blood

“Sister…”

Celestia stumbled as the visions overtook her, mind reeling. The expression of the girl before her fell to confusion before giving a startled yelp as she was scooped up onto a Chocobo rushing through. The alicorn woman stared blankly, barely registering the purple hair of her former agent riding the bird and picking up another pair in the square. Her remaining troopers ran after the mount and the dragon glowing with a haste spell sprinting behind it.

She stayed where stood, simply watching as the overburdened mount turned a corner and out of sight. She could catch it if she took flight, but her body refused to react. She turned back to the burning stall, a look of pure incomprehension on her face as her eyes grew distant.

“But…” she struggled. The memory burned as bright as the sun and as clear as the day it brought, but she still couldn’t understand how it could be.

“You died…”

Author's Note

Long chapter is long...
Last one was longer than expected too, and that was after taking out a flashback of how Tifa met Zest! (Don't worry, I'll fit it in somewhere later )
Still two more chapters ready to go after a bit of editing! Get ready for some revelations

As always, Thanks for reading and Have a good one!