The Heretical Inventor

by Deathtoheaven731

Rating: mature
Tags: Discord, Gore, My Little Pony: Friendship is Magic, Dark, Sad, Main 6, Romance, Princess Luna, Princess Cadance, Adventure, Princess Celestia
Length: 32716

On the heel of Tirek's escape, one of Discord's kin returns to destroy more than Harmony alone.

In the beginning of the world, the Holy Empress Faust created the land and the speechless animals that lived there. Whether it was unintended or a desired result we do not understand the wisdom of, there was a byproduct of this new creation: A race of Beings who almost transcended the limitations of physics and magic. There were quite a few of these beings, and their appearances and personalities differed wildly. However, they shared one thing in common, which is that they cared nothing for the mortal creatures surrounding them.
-Celestia, on Discord and Palderias

Set right after the events of Season 4 and before Rainbow Rocks, the sequel to the story of both Lust is Magic and Basking in the Sun. Edited by SongCoyote, a wonderful writer and a far more wonderful friend.

Published 2015-11-04 05:00:01 UTC
Last updated 2016-10-09 20:02:21 UTC

Prologue

Deep in Tartarus, a lanky grey unicorn with a charcoal mane sipped his coffee, one weary eye trained on the brown plain beyond the Gate. Sleeping beside him was the Gate’s well-known guardian: the great black three-headed dog Cerberus, currently sound asleep.

A dry, cutting wind wound its way across the bleak plains, its whistling howl the only sound aside from the faint slurp of coffee and the grumbling snores of Cerberus. Nothing moved to mar the cracked and dusty path that led to the Gate; ordinarily this would be a good sign, but the unicorn, whose name was Vigilant Watch, was for once expecting company.

His duty, and that of Cerberus, was to guard Tartarus, the ancient underground prison that held not only Equestria’s worst criminals but the semi-transcendent beings (those few who knew of their existence tended to refer to them simply “Beings”) that had, over the centuries, been defeated by Princess Luna and Princess Celestia. Though Tartarus had existed long long before Equestria was founded, when the Diarchy discovered it they realized how useful such an isolated, inaccessible, and easily guarded dimension could be.

After considerable debate between them and the noble houses, they settled upon a family bearing the name Watch as Custodians of the Gate and Caretakers of Cerberus. The line had been unbroken for for centuries, and in recent years Vigilant had inherited his duties from his father Solemn, who in turn had inherited it from his grandmother Discerning, and so on.

Vigilant Watch reflected on his line as his concern that his contacts were running late grew. He felt the weight of the service his family performed for the crown; his elevation to Knight-Captain of Tartarus was both an honor and a burden. Not every pony of his lineage had been entirely worthy, but his confidence in his abilities was greatly bolstered by seeing Cerebus sleeping so soundly beside him. That both Celestia and Luna had made it clear that they knew he was genuinely skilled only added to his resolve.

From placating Cerberus to record-keeping to being truly (and here he grinned to himself) vigilant, the Knight-Captain needed a variety of skills as well as being stalwart and unwavering amongst bloodthirsty lunatics and coldhearted murderers. Above all, though, was the need for a masterful mage who could understand and maintain the bindings placed on the imprisoned Beings. Vigilant Watch had all these characteristics wound around a sort of amiable grumpiness that made him near perfect for the job.

He almost regretted the vacation he had taken recently; the temp who had been given his station had not had the same rapport with Cerberus, allowing him to slip away and run amok in Ponyville. During the ruckus the creature called Tirek had managed to escape, causing all sorts of mayhem and nearly killing the recently crowned Princess Twilight Sparkle. Aside from that one incident - about which he was gradually starting to grumble less, and which in the end really wasn’t his fault - Vigilant’s record in his duties was spotless.

Whether it would remain so, however, had been becoming a greater concern over the past two weeks. Despite Vigilant’s best efforts the magical bindings on the Beings had begun to degrade. Small cracks were commonplace and tended to close quickly on their own, or were easily repaired by Vigilant before the energies of their occupants could leak.

Several days ago the frequency of larger fissures had increased to the point where he found it necessary to write to Canterlot. Even as he reached that conclusion a letter from Princess Celestia arrived, informing him that the spells she and Luna had woven were nearing the end of their useful lives and needed to be reviewed.

“It’s like magic has a thousand year expiration period,” Vigilant muttered as he read the rest of the letter, which detailed the loss of the Elements of Harmony in sacrifice to the Tree of Harmony in order to save Equestria. It went on to say that she and Princess Luna were engaged in devising new bindings of a more powerful and intricate design, but that it would take time for them to be completed. Temporary reinforcements in the form of two members of the Royal Intelligence Service were thus on their way to help the Knight-Captain maintain the wards until the realm’s rulers could complete their research and development.

And so, several days and many worries later, Vigilant Watch continued to watch the plain before the massive iron gate, slowly slurping down his coffee. It was only a few minutes after he had finished his cup that he heard the telltale sound of teleportation. Two bright blips flashed on the horizon in a flare of lime green light.

“And now things get interesting for once,” he muttered in his gravelly voice as the ponies approached, their gait well matched an unhurried.

As they got closer he could see that they were twins: tan stallions with neat auburn and white manes. One was clean shaven while the other had a neat Alfredo moustache. As they came to within a few wingspans of the gate, Cerberus woke, growling in all three throats.

“Cerberus, heel!” Vigilant commanded quietly, nodding once when the hound lay back down in quick obedience. One head glared at him in a flash of irritated worry; this was unusual, but not sufficiently so to alarm him unduly. By the black uniforms and badges the twins wore they were clearly meant to be there, so the Knight-Captain teleported down from his sentry tower to within a short walk of the strangers.

“Ah, Knight-Captain Vigilant Watch!” the shaven twin greeted with a posh voice.

“It is good to finally meet you!” said the other, his voice identical save for its lower pitch.

Vigilant looked at both unicorns skeptically. “Passphrases,” he stated emotionlessly, “and then your codenames.”

The first unicorn rolled his eyes. “‘The sun is warm so long as the moon shines,’” he answered nonchalantly. “I am Agent 41A.”

“‘The moon shines so long as the sun sets in the west,’” added the other, “and I am Agent 41B.”

Vigilant nodded slowly. “Your passphrases check out, though I must say that you have some… unusual designations.”

“We get that a lot,” Agent 41B replied with a small chuckle. “My brother and I do everything together, and that included applying for the Royal Service.”

“We even earned the same scores on all of our exams,” Agent 41A laughed.

“Then I hope you both got good marks,” Vigilant said with dry humor, “‘cause we’ve got some tough work today.” His horn lit, and from it came a silver jet of magic that swirled over the Gate in a complex pattern. As it faded, it swung open behind Cerberus, who followed the motion with one of his heads, a suspicious gleam in his eyes.

“Come,” intoned Vigilant as he strode through the gap.

The two agents followed the Knight-Captain into the cave mouth behind the gate, passing his office and quarters. The Gate closed behind them with a palpably solid thunk, which was the last sound they heard, other than that their breathing and hoofsteps, until they drew near the deep cells where the most dangerous criminals were held.

“I trust you were fully briefed?” Vigilant asked rhetorically as the distant susurrus of voices grew into a cacophony of shouts and screams from the murderers and madponies around them. “This requires no less than a first order binding of innocence with strict conditionals.”

“Our specialty,” 41A said. “We were on reserve to contain Discord if the Element Bearers couldn’t cut it.” He smiled at Vigilant’s raised eyebrow. “Pardon the boast; we weren’t the only ones, of course!”

“But Celestia herself did believe that we could keep a cool head, as it were,” 41B added. “So, are there any Beings that require... immediate attention?”

Vigilant’s already grim expression solidified into a gargoyle visage broken only by the sharp glint of concern in his eyes. “Indeed. The big one.”

Both twins swallowed, and they glanced at each other. “You mean….” they both began.

“Yes, the Heretical Inventor himself,” the Knight-Captain replied with a hollow laugh, though no semblance of humor was in his eyes. “Palderias, the monster who enslaved the ponies of the southeast and coerced them into a state of nihilistic materialism and the relentless pursuit of wealth and consumption of resources.”

As they passed the last of the deep cells the tumult started to fade. Vigilant continued his report, his disdainful harrumph making clear his opinion of the Being in question. “Though they all work at it, none of the others have made any real inroads into wearing away their bindings, but he… oh, he’s been working very hard, and unfortunately it is clear that his efforts have not been in vain”

Soon the cells were far behind, and they moved through twisting passages deep in the bowels of Tartarus. A final turn, and they emerged into a vast chamber lit by a multitude of magical contrivances. It was filled with a chaotic panoply of containment vessels, each of unique appearance, held aloft - and occasionally at odd angles - by a collection of girders and other scaffolding around them.

“He’s in the very center,” Vigilant announced as he threaded his way through the room. “This way.”

They stepped around a two-story-tall bottle that fed into itself without breaking its own surface, filled with a swarm of fireflies that seemed to be constructed solely of gears and crystals. Beyond it was a clearing of sorts, where the profusion of oddities fell away to reveal a large, clear, pod-shaped crystal cage standing on its own. A faint but pervasive green light emanated from it, flooding the area in its glow, which did not quite reach the edge of the clearing. Standing calmly in the center was a tall, thin creature with the body of a praying mantis and the head and wings of a bat. Its head turned slightly to regard the trio, tiny black eyes glittering as the sounds of their last few hoofsteps faded into the silence.

“Oh my,” 41A remarked.

“You said it, brother,” muttered 41B.

“The Heretical Inventor, in the flesh,” Vigilant said with a sigh, staring with quiet determination at the Being within the crystal. “Be very careful. Like Discord, Palderias is a master manipulator. I often hear his voice in my head, trying to warp my mind and alter my perceptions. Make sure you don’t give him the chance.”

The brothers sighed softly in unison, and there was a touch of sadness in 41A’s voice as he announced, “It’s too late for that, Vigilant Watch.”

Before Vigilant could turn he was hit by two blasts of magic that cut through his defenses with terrifying ease. Distantly he heard the sound of his own body slumping to the ground as he struggled within his mind to remain conscious, to continue his duty. Darkness took him as two sets of hoofsteps softly approached, and the last thing he heard was 41B muttering, “Poor fellow. He really was good at his job.”

Vigilant’s hearing returned first, though he didn’t recognize the sparking hiss that seemed to have awakened him. He held himself still as he checked his internal clock; it seemed askew somehow, but even so it didn’t seem he’d been out long.

Cautiously he opened an eye, hoping it wouldn’t be seen, but the catch in his breath at the sight that greeted him would have given him away to even a more casual watcher. The two unicorns had shed their uniforms in favor of perfectly tailored business suits, and had mounted devices on their horns that focused their magic into cutting beams that they were using to carve their way through the crystal cage.

“Impostors,” Vigilant half-gasped, half-growled when he finally found his breath.

“Quite,” the clean shaven one replied smugly, without looking away from his work. “We are better known in Equestria as the Flim-Flam brothers.”

“Successful entrepreneurs,” said his brother, glancing briefly at the Knight-Captain’s struggles to rise to his hooves. “And now legal aids for his lordship, Palderias.”

Vigilant found his strength was not up to the task of standing and slumped back down, utterly still but for his labored breathing and the darting movements of his eyes. “You can’t possibly be serious.”

Flam grinned widely, a mad pleasure glinting in his eyes. “His lordship considers his imprisonment to be unjust, not least due to the Kingdom of Equestria’s judicial overreach. On behalf of the business community of Equestria, we commute his sentence.”

“And offer our resources in aiding his desire to reclaim his rightful estate,” Flim finished with matching glee, the chuckle he allowed himself not affecting the aim of his device in the least.

As they finished speaking they shut off the devices they were using, the crystal cracking steadily now without their assistance. They stood next to each other with wild smiles as cracks spiderwebbed across the surface, then stomped their hooves in applause as the structure shattered, shards falling to the floor of the chamber far below.

Two pairs of insectile legs slammed onto the steel floor. Vigilant struggled to raise his head, only to come face-to-face with a huge maw full of sharp teeth below two shining black eyes and a pair of large, ribbed ears.

“Do not be hard on yourself, Vigilant Watch,” Flim whispered cruelly into his ear. “The reach of his consciousness extended across all of Equestria the moment the prison weakened. It was easy enough to arrange for Celestia’s letter to be intercepted and edited.”

Vigilant’s expression of outrage gave way to horror as Flam added, “Yes, and there is more news: We two are not the only ponies to answer his call.”

Palderias rose and began to walk away, each step causing a large depression in the scaffolding. With wicked smiles on their faces, Flim and Flam followed only a short distance behind, each nodding with false courtesy to the Knight-Captain.

And for the first time since his foalhood, Vigilant Watch began to cry.

Chapter 1

“Wheeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee!!!”

Pinkie Pie splashed loudly into the pond, drenching Discord just as he was starting to wade in. The Cutie Mark Crusaders and Spike, who were already in the water and had received the brunt of the small wave, saw the draconequus’ sardonic expression and broke out into a fit of laughter. From her spot on the picnic blanket, Princess Twilight Sparkle smiled at the beautiful day before her.

“Cider, sugarcube?” Applejack slyly offered next to her.

Twilight glanced at the mug and giggled. “You know what? Please indulge me, Applejack.”

Between her coronation, chasing Sunset Shimmer into an alternate world, helping her friends defeat the former princess Amber Dawn, sacrificing the Elements to revive the Tree of Harmony, restoring the castle in the Everfree Forest, researching the mysterious chest, and returning Tirek to his prison, Twilight had not found a moment’s rest until now. Though the picnic had started out as a double date for Rarity, Fluttershy, Vinyl Scratch, and Octavia, Pinkie Pie hijacked the event and invited everyone else along… and despite her respect for the couples’ privacy, the alicorn did not mind this chance to unwind. She even decided to capitalize on the opportunity by not bringing a single book with her, and she roped Applejack into enforcing this brief discipline… with the added power of alcohol and sandwiches.

“So you’ve never actually performed together?” Rarity asked the musicians in front of her, levitating her own mug while Fluttershy passed Angel a carrot. “After all this time?”

Octavia grimaced. “Afraid not, you see….”

“It’s actually a technical issue,” Vinyl interrupted, more upbeat than her partner about the awkward question. “We’ve been trying to compose something where, like… we’re equals you know? My wubs aren’t too loud, Tavi can keep up with the tempo--”

“I can keep up just fine!” the classical musician snorted angrily. “You don’t know what tempo is! Tempo doesn’t mean random notes all over the place--!”

Vinyl held up her hooves. “Whoa, easy! All I meant was that I like to go a little crazy!”

“A little!?!”

“Ladies, we’re all friends here,” Fluttershy piped in, managing not to flinch at her own mild forcefulness.

Octavia winced, holding up an apologetic hoof. “You are right,” she said sheepishly, “I am sorry. I get a little worked up about these things.” She coughed. “I do, ultimately, agree with Vinyl. It is difficult to create a work of art that expresses the personality of both individuals adequately.”

“Oh, I so agree!” said Rarity. “I’ve been trying to produce an ensemble of complementary gowns for Fluttershy and I for past month now, but… the colors, the fabric, the theme! I have been beside myself on what to choose. I can be indecisive about fashion, of course, but never to this extent.”

Fluttershy shrugged. “I thought the last thing you did was great!”

Rarity made a sound between a sigh and squeal of joy, and then nuzzled her nose against Fluttershy’s. “Thank you darling, but you know I won’t settle for anything less than perfection!”

Fluttershy smiled at the affection, though privately she could not help but feel that it was a bit... forced.

At that moment, Discord walked out of the pond chuckling while Pinkie, Spike, and the Crusaders continued their water war. Humming to himself, he conjured a towel to dry off, vigorously rubbing his back as he tended to do. Twilight watched with a slight smile.

“Having fun?” she inquired before taking another sip of cider.

“Well, it’s not my usual idea of fun,” he pondered, “but I guess I am. There’s something to be said for letting someone else choose the game every so often.” He glanced at the playful ponies and dragon. “I’m just surprised anypony invited me.” A guilty swallow was audible. “Especially after the incident with Tirek.”

“‘Friendship is magic,’” Twilight intoned, satisfied when she saw the beginnings of knowing smile appear on Discord’s face. “You do something for another and they start to open up to you. Believe me, everypony appreciates what you tried to do when Amber Dawn attacked Canterlot. And you’d be surprised at what people are willing to forgive and forget.”

“Ain’t that the truth, partner,” said Applejack. “Ah told Applebloom that you’re good in my book, and Ah reckon Rarity and Rainbow did the same with Sweetie Belle and Scootaloo.”

Discord nodded slightly, then smiled to himself. “You know, I actually found it interesting to be useful, and you’d better believe it was even more of a surprise to me than it might be to you!”

“Oh, I believe it,” Twilight replied with a friendly grin.

They laughed together, interrupted only when a huge belch erupted from Spike. Emerald flame gave way to a letter from Princess Celestia, which began to fall toward the lake.

“I got it!” Pinkie, Spike, and the Crusaders all exclaimed, scrambling to retrieve the parchment. As they collided, the letter landed right on top of Sweetie Belle’s horn. As they recoiled from their collision, she looked up and sighed in exasperation.

“Seriously?” she exclaimed, her voice cracking from the pitch. A light purple aura surrounded the letter and it levitated off of her horn towards Twilight, the damage undoing itself along the way. When it was in front of her, she broke the seal and held it aloft for herself and Applejack to see. Rarity and Fluttershy peered over their shoulders as she began to read, while Pinkie quickly climbed out of the water and shook herself off.

My dearest Princess Twilight,

I require your immediate presence to discuss an urgent matter regarding the national security of Equestria, which I cannot describe in this letter for fear that our communication security system has been compromised. It is imperative that you, your friends, and Discord all travel to Canterlot with utmost haste. I am aware that Rainbow Dash is not with you at this time, and have already arranged to send her my summons.

Princess Luna and I will be expecting your arrival with minimal delay. Please do not stop for anything, including supplies. Relevant literature and information will be here when you arrive.

Sincerely,

Princess Celestia
High Queen of Equestria
Duchess of Canterlot

Applejack frowned. “Well so much for our picnic,” she remarked in exasperation.

“Applejack!” Fluttershy admonished. “Princess Celestia clearly needs our help!”

“For the umpteenth time!”

Rarity rested a hoof on Fluttershy’s shoulder. “I agree with both you. It is essential that we render aid to the Princess at once, but also make it clear that we cannot uphold Equestria’s safety each and every time without expense to our own priorities.”

“I couldn’t have put it better myself,” Twilight said kindly.

“Me neither!” Pinkie added as she hopped up on Rarity and Fluttershy’s backs, balancing with two hooves on each. “Maybe we should get that put on every message we send to her!”

Before anypony could so much as facehoof, Discord interjected, “I gather Princess Celestia wants everypony to scurry over to Canterlot?” The mares all nodded. “Well, what are we waiting for?”

“Wait!” Twilight almost shouted as Discord was about to snap his fingers. “Sorry, I do appreciate the offer and will take you up on it in just a second. Spike!”

The baby dragon rushed out of the water. “Present.”

“Spike,” she began hesitantly, “I know that you hate being sidelined, but I need you to stay and watch the town while we’re gone--”

He waved a claw dismissively. “Don’t worry about it. Just go save Equestria and see if you can get back in time for dinner!” He winked at Twilight. “You know, my potato soup is starting to actually taste better than ‘edible.’”

Twilight giggled. “I’ll do my best.”

“Mighty generous of you Spike,” Applejack added, then called out, “Crusaders, mind lending Spike a hoof while we’re gone?”

The three fillies jumped into the air, yelling at the top of their lungs, “CUTIE MARK CRUSADERS DRAGON ASSISTANTS! YAY!”

“Raven, please take note that I have truly failed Equestria this time.”

“Raven, please disregard that note from my self-disparaging sister and any others that she might command in the next two days related to the unfolding emergency.”

Celestia raised an eyebrow at Luna, momentarily forgetting her quiet despair at the very serious situation the Royal Intelligence Service had alerted her to only a half an hour ago. “Luna, when did you get it into your head that you could countermand my commands?” she asked coolly the dark blue alicorn beside her. “Last we agreed, I still outrank you.”

“Dear sister, since you are so intent on embracing personal guilt as your administrative policy, it is clear that you have devalued your own leadership ability and authority,” the Night Princess answered with a daring smirk. “Therefore, for the security of the realm I will take on emergency powers that allow me to usurp any despair or misery induced decision. I am sure in time the bureaucracy will find… some legal justification for it?” She waved her hoof vaguely.

Celestia chuckled a little, about to make a witty retort of her own before the weight of history came crashing in again and snuffed out the light of Luna’s humor. She stood and walked down the throne, past her assistant unicorn Raven who had been watching the exchange between the two alicorns nervously, unable to quite catch the severity of their jabs at each other. The Sun Princess began pacing about a bit, the silence of the room beginning to infect Luna as her own visible cheer started to decay.

“Oh, I should have prepared for this better Lulu!” Celestia finally sighed in melancholy. “Everything we worked for lost because I did not anticipate this day--”

“I will not have you blame yourself because you could not anticipate every outcome possible!” Luna interrupted forcefully, flapping her wings to glide over to her sister. “You ruled this country by yourself for one thousand years while I was exiled, dealing with the domestic affairs of ignorant commoners and the foreign affairs of malicious foreign powers like the Felonians. We may be immortals, but we are not omnipotent like the Holy Empress in Elysium. You can be forgiven for being limited in foresight, as I can be forgiven for jeopardizing the safety of Equestria!”

A smirk broke through Celestia’s sad expression. “I can agree with that.”

“Haha, you’re funny,” Luna remarked facetiously. “Now, what exactly is your plan of--”

BAMF

“And to my left,” Discord announced with the voice and apparel of an art aficionado, “Princess Celestia and Princess Luna discussing the future of Equestria, an artistic invention from ancient times still immensely popular in the contemporary period.”

Twilight, Rarity, Pinkie, Applejack, and Fluttershy staggered, blinking and rubbing their faces in an attempt to regain focus after Discord’s teleportation magic. The moment she recovered, Twilight saw Celestia, and a wide smile appeared on her face.

“Celestia!” She trotted over to the Sun Princess, embracing her. As she took in Celestia’s expression and slightly haggard look her face fell. “Is everything alright?! You look awful!”

“Twilight is right!” Rarity added worriedly. “Both of you look positively ill!”

Pinkie gasped. “That’s the danger to Equestria! You’ve caught a dangerous disease that threatens your very life but you can’t tell anypony aside from us because then everypony will find out and there will be chaos throughout the land but if you die anyway then there will be chaos because Twilight will have to take over and Twilight is smart but she’s not experienced enough to take over just yet so you need everypony here to help--”

Luna calmly stuck a hoof into Pinkie’s mouth, mostly silencing her, though her mumbling around it was still audible. “A reasonable guess, but not even remotely close fair Pinkie Pie. We are both quite well… at least physically. Our outward appearance is due to our abject despair in the face of a great evil returning to the land.”

Twilight shook her head and implored, “I don’t understand. What sort of evil has you this terrified?”

“It is not so much the evil itself that worries us as our inability to deal with it,” Celestia replied almost mournfully. “Like Discord here, he was contained by the Elements of Harmony, and without them the odds are most likely against us.”

Discord froze, his eyes widening. “Wait, you don’t mean…?”

Celestia nodded slowly. “Palderias, the Heretical Inventor, has escaped Tartarus.”

A flurry of emotion was visible on Discord’s face, but after a few moments he settled on outrage, confusing everypony. “Well, I see how it is. It is one thing to want me to abandon my ‘wicked ways,’ I can understand that just fine. But to have me reformed for the purpose of attacking my own kind to save your sorry plot?! Just who do you think you are--!”

“DISCORD!” the white alicorn suddenly shouted, stunning everyone in the room. With a long, heavy breath, she said more calmly, “I understand your anger, but I would appreciate it if you heard everything I have to say, as well as help explain the nature of your ‘kindred spirit’ to these ponies who are not aware.”

Discord stared at Celestia lividly, his left eye twitching slightly. However, he glanced over at Fluttershy, who looked up at him in concern. With a sigh, he relented, “Fine, but don’t expect anything!”

“Thank you,” Celestia replied in a weary voice. “Now then--”

The doors to the chamber blasted open as a cyan mare galloped in, coming to a halt in front of the group and collapsing to the floor in a panting heap. “Am… I… on… time?” Rainbow Dash wheezed.

Everypony looked at the pegasus as if she were insane. “Actually, we was all sorta early on account of Discord’s teleportation,” Applejack answered. “Did ya fly all the way from the Wonderbolt Academy here in just a few minutes?”

Rainbow simply nodded.

A few giggles and laughs filled the chamber. “Well, it’s good havin’ ya here partner,” said a now bemused Applejack, offering her hoof. Rainbow Dash took it gratefully, wiping the sweat from her brow as soon as she rose to her hooves and caught her breath.

Celestia nodded. “Well, I am glad everypony is here, so I can tell you about Palderias. Afterwards, we must discuss a means of containing him and his influence.”

“Palderias,” Rarity repeated. “As in the one who built the Box that trapped Discord?”

“Pah, it only had me for a few minutes,” Discord scoffed.

Twilight rubbed her chin. “I’ve read about the Box of Palderias, but all my books could tell me was that he was a wicked mage from the pre-classical era.”

“He was much more than that,” said Luna grimly. “In fact, that account is most likely a creative fiction, written out of ignorance. Sister, you had best begin.”

The Solar Diarch nodded again. “In the beginning of the world, the Holy Empress Faust created the land and the speechless animals that lived there. Whether it was unintended or a desired result we do not understand the wisdom of, there was a byproduct of this new creation: A race of Beings who almost transcended the limitations of physics and magic. There were quite a few of these beings, and their appearances and personalities differed wildly. However, they shared one thing in common, which is that they cared nothing for the mortal creatures surrounding them.

“Over time, some animals evolved into creatures with intellect, speech, and sometimes magic. Ponykind was amongst their number. For much of history, the Beings left these mortals in peace, being more concerned with their own diversions. As the nations of Ponies, Zebras, Gryphons, and Felonians grew, however, the untouched land available to the Beings decreased and the affairs of mortals were now front and center. Whether out of irritation, injustice, or petty cruelty, the Beings decided to assert themselves. A few centuries after the founding of Equestria, the nations of the world were overthrown and divided by the Beings. And prominent amongst their number were--”

“Yours truly,” Discord interjected, jerking a thumb at his chest.

“--and Palderias,” Celestia finished with a nod. Her horn glimmered and shot out a gold light that turned into a projection. A map of Equestria was displayed for the mares and draconequus. “Equestria was defenseless against such beings. Discord here took the lionshare of the territory for himself.” The entire west and northeast of Equestria turned red.

“None of the others wanted to challenge me,” Discord remarked with an air of pride, ignoring the raised eyebrows around me. “Well, at least aside from him.”

“Palderias, famously known as the Heretical Inventor,” Celestia continued. The remainder of Equestria turned a sickly green. “Where Discord loves chaos, Palderias loved technology. The ability to construct a tools, to manipulate the world around him... that is all he cared about, aside from quantifying said world. Not only did he reject the existence of virtues and higher emotions, he imposed this view on those around him. When he moved into Equestria, he enslaved those few ponies who were not under the thrall of Discord. However, he already had an army of drones to do his bidding, so putting his new slaves to work would have been pointless. Instead, he tasked his army with strip-mining his territory and fabricating the materials into consumer goods, which he forced those ponies into buying with money they earned from stock in the various drone groups. Over time, they became addicted to their wealth and material possessions, forsaking all friendships, families, or affections of any kind. They also came to despise the poor and misfortunate, and judged each other on wealth alone.”

Silence filled the air as the six friends stared at the map as they attempted to envision such a twisted world.

“Wait a minute,” said Fluttershy, “Discord, you said to me that you defended Equestria from Palderias.”

Discord nodded. “Quite. Or at least, I defended the territory and ponies I ruled by leading those ponies into battle.” He chuckled at the looks he received and held his head up in theatric pride. “Yes, I lead instead of pulling the strings from the sidelines. Not quite the front lines, but I lead them, gave them the weapons and might to overcome his drones. Lost quite a few stallions, but my kingdom did not lose an inch of land.” His eyes and tone grew intense with the last few words.

Twilight looked at him skeptically. “So you… beat him?” she asked.

“No,” he answered, the intensity suddenly dropping like a balloon losing all its air. “When it came to Palderias and I… neither could win.” His face suddenly filled with disappointment. “I had the power, but he had the determination. It was going to come down to killing blows and for some reason I ended up drawing the line there. If he was in my position, well, I don’t think he would have drawn any such line.”

Again, silence permeated the room until Luna resumed the story, “The tyranny of the Beings was so repugnant that Elysium itself could not abide it. The Holy Empress, who had been content to allow the world to evolve as it would, intervened by sending two volunteers to resolve the crisis and prevent any in the future. This is where the story of my sister and I began.”

Celestia nodded with a small smile. “With our own power, we rid several lands of the Beings’ tyranny. However, Discord and Palderias were each beyond our combined powers. To defeat them, well, I think you know what comes next.”

“The Elements of Harmony,” said Applejack.

“From the Tree of Harmony,” Fluttershy added.

“We tested it on Palderias and then trapped Discord shortly after,” Luna continued. “It was decided that they would not be kept together, however, and so Palderias was kept with the other Beings while Discord was brought to Canterlot and placed under our watch. And the rest… you know the rest,” she finished uncomfortably.

Celestia walked over and wrapped a wing around her sister. “Recently, we received a letter from the Knight-Captain at Tartarus reporting that the bindings we have placed on the Beings have begun to degrade, Palderias included. This was not a surprise: After one thousand years, Discord broke free of his stone prison, and Tirek recently found a way to escape his own chains without being detected. No magic lasts forever, and even the bindings we created with the Elements were based on the same ones we used before finding them.” She bit her lip. “After the Elements were given up, we decided that we were going to restore the existing bindings on the other Beings and place several on Palderias to best imitate his prison. We sent a letter to the Knight-Captain on duty… only for it to be intercepted and rewritten.”

Luna leveled her stare at the mares before her. “I believe you six are familiar with the two unicorn stallions that go by the names Flim and Flam?” she said, her voice filled with disgust.

Their facial expressions soon matched hers. “Those two, huh?” said Applejack venomously. “To hell with tough competition… I’m gonna buck ‘em in the face next time I see ‘em….”

“They are the culprits,” Celestia continued, a glare directed at nopony in the room, “though from what they have revealed there are others involved who share their very unique brand of ‘Equestrian capitalism.’ In any event, they pretended to be members of the Royal Intelligence Service, infiltrated Tartarus, and freed Palderias from his weakened bonds. Our actual agents from the Royal Intelligence Service report that he and his new allies are headed towards Appleloosa.”

Applejack’s eyes widened in panic. “Well why didn’t ya say so?!” she shouted, raising her front legs so as to bolt out of the chamber. Before she could, however, purple magic surrounded her hooves and pulled them down to the ground.

“Stay cool AJ,” Twilight said, “we can’t do anything for Braeburn and the others if we don’t have a plan.” Applejack grumbled.

“As we said before, we do not have the Elements of Harmony,” said Luna. “However, our numbers have grown. There are four sane alicorns in Equestria,” Twilight, Celestia, Rarity, and Fluttershy all cringed at a bad memory, “and Princess Cadence will be joining us here very soon, along with Prince Shining. However, it was our hope that--”

“My answer is still no!” Discord huffed, giving both sisters a disgusted glare. “I’m no friend of Palderias, he and I have almost nothing in common, but he is one of my own kin! Why in the name of Faust did you think I would be okay with that? Do you think I went senile from being blasted by the Elements twice? Or maybe you think you can take advantage of my friendship with Fluttershy--?!”

“How dare you!” Celestia exclaimed, her face consumed with fury. “Of all the outrageous accusations I have heard in my reign, that may be the most delusional yet!”

“Well, sorry!” Discord shouted back, his claws bundled into fists. “I guess I was too busy being angry at the suggestion of serving as YOUR PERSONAL ENFORCER!!!” The last statement was a roar, his eyes turning sulfur. The next moment, he flashed out of existence.

Celestia gritted her teeth and muttered, “Buck.” She turned to face Twilight and the others with an air of forced cheer. “Well, as you can see, we are a draconequus short of an effective task force. Worse, I cannot be part of said task force--”

A chorus of six mares shouted, “WHAT?!”

“Because somepony has to immediately travel to Tartarus,” she finished exasperatedly. “I’ve mulled this over a little bit with Princess Luna, and though it’s risky… we have decided that the seven of you can handle it.”

Twilight looked at her incredulously and asked, “We’re not even waiting for Cadence then?”

“No and yes,” answered Luna. “It is our intention to defend and evacuate Appleloosa before reinforcements can arrive. Naturally, that includes fighting the inevitable army of drones that he will be already creating. We hope that he will not be in the front lines since it’s not his style. If he does….” She looked to her sister.

“”I have confidence in you former Bearers,” Celestia proclaimed with a note of finality. “Particularly you, my dear,” she added, looking at Twilight intently, “you are powerful.”

Twilight blushed deeply at the comment from her secret lover, fortunately managing to keep her wings folded in the presence of her unknowing friends. “Well, maybe a little--”

“No, as in, you are very powerful. There has not been anypony born with your raw magic potential in the history of Equestria. That does not mean you are equal to Palderias, but it gives us a chance, especially when Luna will be with you.” Celestia turned back to the other mares. “As for the rest of you, your service to Equestria is well-known, and seemingly grows every month. And more importantly, I consider you my friends,” she said softly. “I hope that I can count on you in this desperate hour.”

Rainbow Dash stuck out her chest proudly. “You can count on us, Princess!”

“Indeed,” Rarity added, sticking a hoof in front of the pegasus’ sternum, “though in light of the many times our service has been requested, the other five of us decided that we would appreciate less requests in the future, so as to secure a decent ‘civilian life style.’”

“Whatever,” Rainbow snorted, while Twilight grimaced from the poor timing of Rarity’s remark. “You can call on me to save Equestria whenevs. I’m awesome!”

“I think we missed the memo on that last bit,” Applejack muttered with an eyeroll.

Celestia chuckled, nodding intently at the white unicorn. “I agree with you Rarity. As much as I appreciate being able to rely on you six, I will try to do so less in the future.” She began walking towards the door. “I must depart now for Tartarus. I leave the safety of Appleloosa in your hooves and Princess Luna’s.”

In the next few moments, everypony made their farewells and wishes of good luck to Celestia. However, Twilight elected to walk with the princess out to the palace entrance. At first they went in silence, until at last Celestia spoke in a small voice:

“You are worried?”

Twilight swallowed and nodded. “Yes… for both of us. Are you sure you’ll be okay on your own? All those Beings… how many are there?”

“Nearly a hundred,” Celestia answered gravely, then shook her head, as if dispelling a small cloud of smoke around it. Her expression returned to its normative warmth and patience. “But I think I shall be fine. Their prisons remain intact, and while it is necessary to restore them to full strength, it will only be a problem if they were to break down entirely. Also, the Knight-Captain is, despite this mishap, a very capable stallion and can be relied upon to aid me in a worst-case scenario.” She looked to Twilight in concern. “But I think your troubles lie in your task. I am sorry that I have forced you and your friends into another sudden trial--”

“It’s not that,” Twilight interrupted quickly. “I mean, I agreed with Rarity at first before we came here, but this is a totally reasonable request. I just… have a bad feeling about this. When we fought Discord, he robbed us our true selves. It was a fate worse than death, and we were lucky that I discovered the letters you sent back to me.” She turned her frightened face to her lover. “You said that Palderias turned his slaves to mindless materialism. What if he does the same to us? What if--”

Twilight was silenced by a pair of forceful lips, reassuring her, filling her with warmth, joy, love. After a long moment, Celestia pulled back and whispered to her, “Twilight, I have known you since you were a filly, and in the past year we have shared our hearts with each other, deeply.” Their eyes were locked with each other, Celestia’s possessing the mirage of intense solar flame. “Of all the ponies in Equestria, you are the last pony who would ever forsake your soul for selfish greed.”

“Celestia!” Twilight croaked, eyes tearing up. They both quickly leaned in for a brief yet passionate kiss. And though it was passionate, it was brief, Celestia quickly breaking away.

“I have to go,” she gasped, trotting towards the open doorway. She called out, “I love you!”

“And I you!” Twilight yelled back. As the Princess’ form disappeared into the bright light of day, she lowered her head and faced the floor. Her stomach was a knot, her mind flurrying in ten different directions. It was one thing to be sent to face the enemies of Equestria, at great risk to herself and that of her dearest friends. But it was another to do so while her lover, the second half of her heart, was voyaging to face dangers of her own.

And Twilight couldn’t help a gut feeling that said she was going to face an unimaginable peril.

Author's Note

For those of you who read Basking in the Sun and Lust is Magic and had been waiting for me to release a sequel, I do thank you for your patience. This work has been sitting in my Google Drive collecting dust for the longest time. I am glad to finally be bringing it out after so many years. :twilightsmile:

More chapters to come. As always, your comments are everything to us. :yay:

Chapter 2

Two hours later

“Sweet Celestia, Ah see Appleloosa on the horizon!” Applejack rejoiced as she withdrew her head from the train car window. “Ah guess the first order of business is to talk to the sheriff, him being the leader of the town and all.”

Luna nodded from her seat. “I leave that and the evacuation to you and the others. Rainbow Dash and I will be scouting ahead. The moment we see Palderias’ army, we will rejoin you. I only hope that you can have the town fully evacuated by then.”

“No pressure AJ,” Rainbow jested nonchalantly, engaged in her stretches. “If there is an army to find, the Princess and I won’t take long at all.” Applejack chuckled but said nothing.

“Just don’t take any risks,” Twilight stated.

Fluttershy nodded emphatically. “That’s right! If we face….” She shuddered before muttering, “Combat... we need to do it as a team!”

The car filled with a chorus of agreement. “Yay combat!” Pinkie rejoiced, waving pom-poms excitedly. Then, with the same amount of cheer she cried out, “I mean, boo combat!”

Their short train approached Appleloosa, pulling up to the town station alongside a much longer train only a few minutes later. As the mares stepped outside, they saw many ponies rushing to the station with various bags, everyone of them in a panicked state. The workers scrambled to load the luggage, doing their best to ignore the frantic, and at times angry, shouts of the soon-to-be refugees.

“More or less what I expected,” Luna remarked nonchalantly as the mares stepped out of their train. Twilight raised an eyebrow at her lack of concern, to which the older alicorn replied evenly, “I have seen the same scenario countless times, and due to my imprisonment on the moon it is literally like it was yesterday for me.”

Twilight grimaced. “Right… sorry.”

“Never mind it,” said Luna. She then waved her hoof toward the western sky. “Rainbow Dash, it is time.”

“Let’s do this!” the cyan pegasus shouted, both fliers leaping into the air and speeding off towards enemies unknown.

“APPLEJACK!” Five heads swiveled to see a yellow stallion with a familiar hat and vest galloping to their location.

“Braeburn!” Applejack rejoiced, trotting to meet him halfway. They embraced in a familial hug as the other caught up. In the wake of the stallion’s dust came another well-known face: Sheriff Silverstar, the town elder.

“AJ, what in sweet Celestia’s mane is going on?!” Braeburn asked as they broke the hug. “‘Sheriff here got a letter from the capital saying that if we all didn’t get out right away, we was gonna be attacked!”

“Ah reckon the Princess here can clarify the matter,” the Sheriff stated coolly. “Your highness, is this correct?”

Twilight nodded once, immediately assuming the stance of regality that projected confidence and authority. “A great enemy of Equestria has been freed by traitors to the Kingdom, and is on route here to take these lands and enslave anypony he will come across. Every civilian must be evacuated to Ponyville immediately, or we will not be able to secure their safety.”

Silverstar nodded back. “Ah thought as much,” he remarked. “Not too long after Princess Celestia’s letter got here, the buffalo tribe came runnin’ here and would not stop for nothin’! Looked scared. Ah’ve never seen buffalo scared, have you?”

“The buffalo knew what they were doing,” Twilight said, “and judging by the fact that everypony is packing up it is clear you do as well. Is there anything my friends and I can do to help?”

The sheriff brought a hoof to his chin. “Aside from helpin’ with the packin’? Well, ah got my deputies tryin’ to build some fortifications nearby.” He gestured at several other stallions a block away, putting up roadblocks. “But ah don’t know if they’re gonna do any good.”

Twilight quickly turned to the white unicorn next to her. “Rarity, you have a discerning eye. Can you go with the sheriff and see if those roadblocks are in a good spot?”

Rarity gawked at the alicorn. “Twilight darling, I’m not really a military strategist you know. Like, at all!”

“But you are good with spacial relations!” Twilight responded hurriedly. “Just do your best and report back to me when you’re done. Try imagining a lot of little machines running towards the train!”

Rarity trotted off reluctantly with Silverstar. “Fluttershy, could you look around town and see if there any stragglers?” Twilight asked the pegasus. “Do a quick sweep, I don’t want anypony alone for too long.”

Fluttershy nodded enthusiastically and flew above the town without a word. “AJ, Pinkie, Braeburn, the four of us need to finish getting everypony on that train, okay?” the alicorn stated, earning their agreement instantly. “When the others get back, the train needs to take off immediately.”

“On it!” they answered, and everypony got to work. For Twilight’s part, simple levitation and teleportation spells sufficed as she quickly loaded the lion’s share of the luggage. Braeburn and Applejack each took a pile and tossed their contents to Pinkie, who moved like a blur and caught bags from both ponies easily.

In less than five minutes they had completed their labor and the Appleloosans began cramming into the train. Fluttershy returned around that time with a family of four, all of which looked terrified. Braeburn hustled them into the train with the last of the bystanders. Shortly after, Rarity and the law ponies also rejoined them.

“Well darling, I did my best,” the snow-white unicorn announced, tossing her mane. “The… what do you call them, barricades? Yes, the barricades are arranged so that they’ll push the, um, enemy to one side. That’s good, right?” she asked nervously, her facade of haughtiness slipping away.

“Sounds good to me--” Twilight began to reassure Rarity, only to be interrupted by a great gust of wind. Rainbow and Luna blasted past and around them, finally coming to a screeching halt on the ground. Both of them were clearly panicked, and that was immediately contagious among their friends.

“It’s bad, isn’t it?” Twilight asked rhetorically.

“Very bad!” Rainbow squirmed.

“Ten thousand drones,” Luna said, the confident warrior princess long gone. “He has already managed to produce ten thousand drones in a mere day… no, those wicked brothers must have already had the supplies ready for him.”

“How long?!” Twilight yelped.

“Minutes.”

Mustering her “Princess Twilight” stance (or what was left of it), the purple alicorn spun around to face Braeburn, Silverstar, and the deputies. “Get yourselves on that train, and tell the conductor to go now!” she commanded.

“But what about you?!” Braeburn exclaimed.

“He’s right!” Silverstar concurred. “And Ah’m the sheriff of this here town! ‘Can’t leave seven ponies to fight an army of ten thousand, much less two princesses--!”

“We have teleportation!” Twilight shouted over him. “Go now, that’s my order sheriff!”

“And mine!” Luna added, her confidence seemingly back. “Trust us to know what is best in matters of national security.”

Braeburn and the deputies quickly nodded, the former giving Applejack a hug before climbing onto the train. Silverstar growled, stomped his hooves on the ground, and jumped onto the locomotive. Moments later, the engine howled and the wheels began to slowly move. With the knowledge that the civilians of Appleloosa were going to be safe in Ponyville, Twilight felt a measure of relief, and judging from the long sigh next to her so did Princess Luna.

However, that relief was short lived as Pinkie yelled, “Look!”

Seven heads swiveled to the cliff overlooking Appleloosa, the very same hill that the buffalo charged down only a few years ago. Lining that cliff were hundreds of steel machines, each cast in the shape of a praying mantis. And from the sounds of their pincers and gears, they were designed to sound like them too.

Luna swallowed. “Twilight, what is that delightfully versatile word that describes situations both wonderful and terrible, as well as sexual and aggressive?” she asked with a creeping tone of hysteria at the back of her throat.

“That would be ‘buck.’”

“Ah yes,” said the dark blue alicorn “Well… buck.”

Without warning, the drones charged down the cliff towards Appleloosa in a stampede every bit as frightening as that of the buffalo not so long ago… if not more so. The sun glinted off of their steel bodies, causing everypony to recoil slightly from the glare and then some more from the sheer sound of their numbers rumbling across the earth. Twilight could understand why Rainbow and Luna were so terrified… they were about to face an army of unfeeling pony-sized machines designed to remove any obstacle in their path, no matter the cost.

But out of this pit of despair, a memory emerged and she stepped forward with newfound courage. “Everypony! Remember the Royal Wedding? Remember how we kicked the plot of a small changeling army that pretended to be us? Remember how Princess Cadance and Shining Armor’s love drove them all away?” Her eyes flashed to each of her friends, including Luna (who wasn’t there at the time but would understand her meaning). “Everything worked out then! Trust that it will work out now!”

The other mares remained silent for a moment, then, “You said it!” Rainbow shouted, her wings flaring, her face brimming with energy.

“‘Guess Ah’ll just pretend Ah’m back in Sweet Apple Acres!” Applejack laughed with a daring smile, stretching her hind quarters.

Rarity tossed her mane. “Well, if you insist on an inspiring speech then I suppose this is a good time as any for a bonding-over-combat moment,” she remarked nonchalantly.

“YAY BONDING!” Pinkie yelled, her pom-poms back out.

“Does that rule out diplomacy?” Fluttershy asked timidly, though Twilight could have sworn there was a slight touch of sarcasm in her demure tone.

Luna smiled widely at her fellow princess, and lapsed into the Royal Canterlot diction, “Fair Twilight, thine speech doth awaken the warrior fires in our heart that hath laid dormant since our purification by the Elements! We are now most elated at the prospect of joining you in battle!”

Twilight could help but grin widely at that. “Let’s do this!” she yelled, charging her horn. Luna did the same as the drones reached the barricades. They were forced into a bottleneck by the fortifications and charged towards the mares as a thick column. Both alicorns let loose their attacks, their magic beams cutting through the first few ranks of drones.

The survivors of the vanguard continued to charge as if their were no casualties, but they too were doomed as they were decapitated by Rainbow Dash’s spinning kicks. The next column was not far behind, yet they in turn were greeted by Applejack’s hind hooves. She hopped from side to side, industriously delivering one buck after another as if she were dealing with a row of apple trees. For about a minute, it seemed that nopony else had to do anything.

“Two! Four! Six! Eight!” Pinkie cheered, pom-poms out yet again. “Who do we appreciate? Go Applejack! Go Applejack! Goooooooo APPLEJACK!”

Applejack took a moment to stop and smile at her supportive friend, but the moment she looked back to her work one of the drones had snuck through the piles of fallen machines she had created and was pouncing on her. Before she could do anything to defend herself, however, a red laser sliced the aggressive machine in two. She turned back around to see Rarity trying to cool her horn.

“My cutting spell for jewels,” she smirked, tossing her mane again.

As Rarity spoke, Pinkie pulled out three (real) cannons and lit their fuses. The cannon balls decimated the incoming column of drones, sending shrapnel back into the column behind. Luna and Twilight shot more magic blasts into the horde, further holding the drones off….

And out of the blue, the drones stopped moving. The sound of metal legs marching across the ground was silenced, leaving only turning gears and clinking metal pincers.

The seven mares regrouped, Applejack, Luna, and Twilight panting slightly from the energy they had spent. “Not bad, right?” Rainbow half-bragged, half asked. “I mean, they’re totally stopping because they know we’re going to stop all of them… right?”

“I have no idea why they’re stopping,” Twilight remarked bewilderedly.

They have stopped because I will them to stop. I have but to will them to move again, and they will move.

The ponies all heard it inside their heads, a deep cavernous yet machine-like voice speaking there. Before they could react, a column of sickly green energy erupted from the ground about three yards away from them. It parted to reveal a figure about Discord’s height, a creature with the body of a praying mantis and the head and wings of a bat, as well as two skeleton arms partly concealed behind its pincers.

It was necessary to quantify the strength of the former Elements of Harmony, the voice continued as the energy dissipated. The resources expended are easily recyclable. Data, however, is an indispensable strategic advantage. You would have best reserved such abilities and retained the element of surprise.

They all felt slightly violated, hearing this entity inside their minds. However, Twilight quickly regained her composure and asked calmly, “I assume you are Palderias, correct? Commonly known in the pejorative as the Heretical Inventor?”

A tiresome title, the voice remarked, though without any trace of irritation… or any emotional reaction at all. If you wish for a more accurate description, I was better known amongst ponies as ‘the Destroyer of Sentiment.’ Either title bares some truth regarding my role in removing the delusion of harmony.

“Delusion my plot!” Rarity exclaimed fiercely, forgetting her normal etiquette. “Harmony is no delusion, but something very real in our lives!”

Palderias casually clicked a pincer. Then quantify it. Assign a numeric value to it. Sell it on the stock market. When everypony stared at him as if he were speaking in another language, he asked, Can’t do it? Of course not, because it is a sentiment. If it cannot be measured, it does not exist… or at least, only as a mental fabrication associated with a simple biochemical reaction within your brain.

Twilight tried not to shudder. This line of thought was eerily close to some of the beliefs she had held before she had come to know her friends well, particularly Pinkie Pie with her various premonitions. Gritting her teeth, she put a hoof in front of her and glared at the Being. “Look Mister, I get that you’re not big on emotional interaction, but you’re talking to the six ponies that are literally writing the book on friendship. So please don’t try to sell us on your lame philosophy, because I’ve been listening to it for only a few minutes and I’ve had enough.”

“Yeah!” the others shouted.

Luna stepped forward with steely resolve. “You were already imprisoned once for your heresy, Palderias,” she stated authoritatively, holding her head high. “Your defeat alone is a testament to the failure of your ideals. However, if you surrender now, the path of reformation is available to you. Your fellow, the one called Discord, has already acknowledged the power of friendship--”

The two pincers clicked, sharply and abruptly, causing everypony to jump a little. Discord has embraced… friendship? Palderias bared his fangs. What am I saying, of course he did. He was already the poster-child of insanity. Embracing some contrived notion of goodness is to be expected, and of little consequence to me. I will have slightly more motivation for ripping his flesh and crushing his bones.

The mares squirmed at the cruel imagery. “How dare you!” Fluttershy muttered, then repeated with more volume, “HOW DARE YOU!”

She lept into the air and hovered only a few feet away from Palderias. “Listen here mister, if you want to be a colossal meany, then you can do that on your own! But you come here, threaten a town of helpless farm ponies with an army, dismiss our emotions, and plan to kill your own kin for trying to be a good person?! I don’t think so!” She leveled the power of the Stare on the Being--

I could care less what you think, tiny pegasus. Palderias turned his head towards Luna, as if to address her, while Fluttershy shrank back in shock at the dismissive words into Rarity and Pinkie’s comforting hooves.

You claim that my imprisonment was a defeat? Once again you have fallen into delusion, alicorn princess. I care not for time, and while my restraints created by the Elements were inconvenient, I have reawoken to an era in which a sizeable number of ponies are willing to embrace my so-called ‘ideals.’ And yet you and these others profess the unprovable, unquantifiable values of harmony and friendship? If I bothered with the delusion of humor, I would be laughing at you.

Palderias shifted his stance: readied pincers, spread wings, and evenly spaced legs. You have issued an ultimatum and now so will I. Leave now or your minds are forfeit. This territory and its resources are my property, and soon that will apply to all of Equestria.

This threat earned furious glares from everypony. The mares all assumed attack positions of their own, wings flared, horns glowing, and a line of canons at the ready.

Both pincers clicked. If you insist, he stated, and leaped at the ponies with speed so great even Rainbow was taken aback. They barely had enough time to jump out of the way as Palderias swiped at them with his right pincers. Somersaulting, Twilight and Luna shot their magic beams at the Being. Neither pulled their punches, both unleashing their energy at full intensity.

Yet though their attacks landed, no damage or inconvenience of any sort was inflicted, much to their immediate dismay.

“It… it can’t be!” Luna gasped, quickly grasping the phenomena before her. “When Tia and I fought him without the Elements, we were able to at least wound him!”

“Are you saying…?” Twilight choked.

Forcing the words out, Luna blurted out, “He’s adapted himself to our magic!”

Rainbow Dash recovered from her spin out and rushed at Palderias. She circled around him at rapid speeds, forming a twister with rainbow highlights. The others backed away quickly, not wanting to get caught in its pull. Palderias, however, was once again was unfazed and lashed out with his wings. One of them knocked into the pegasus, sending her sprawling away and ending the mini-tornado.

With a warcry, Applejack launched herself at the Being, attempting to deliver a kick to his face. Effortlessly he raised his pincers and blocked the blow, deflecting Applejack to the ground where she was joined by Rarity, Fluttershy, and Pinkie, the latter abandoning her cannons out of concern for her friend.

“Be careful Applejack!” Rarity warned. “The Princesses’ magic did nothing!”

Applejack shrugged. “Usually when that happens, ya gotta take the direct approach--”

Palderias leaned forward at the mares, catching their attention with his black sphere-like eyes. A green halo appeared around his head, and suddenly they felt like their flesh was ice, unable to move a single muscle save for their panicked hearts.

Twilight saw the spell from only a few yards away. Whether it was the adrenaline or her concern for her friends, she suddenly lost all sense of strategy or tactics and flew straight at the Being as fast as she could.

“Twilight, NO!” shouted Luna, but it was to no avail. Perhaps the sound of rushing air had silenced her words, or the purple alicorn was in too much of a rage. What mattered was that she was almost on Palderias, firing her strongest magic beam.

Again, no effect.

With one quick movement, Palderias caught Twilight between his pincers, tightly enough to restrain her but loose enough to avoid killing her outright. I know who you are, Princess Twilight Sparkle, he said as she struggled reflexively, his skeleton hands reaching out to hold her head in place. But even if my associates did not inform me as to your identity, I can sense the delusions rampant within your mind. Courage, for example. A convenient sentiment held by those who have not experienced the full extent of terror, who have never lived out their own nightmares. Today is your lucky day, Alicorn of Magic.

Twilight paused, raising her gaze in dread.

You will be freed from courage.

The green halo intensified into a large aura that emanated from his entire body. Not knowing why, Twilight began to cough and choke, feeling as if her lungs had suddenly been filled with water. She struggled to focus on… something, anything, but not even her eyelids would obey her. Her thoughts went to her friends, what Palderias would do to them is she did not fight back, and yet even this was taken away, along with the last shreds of her consciousness. She slumped against the pincers, lifeless.

“TWILIGHT!” Luna screamed, now losing her own cool as she charged towards Palderias. The Being responded by tossing Twilight at her, the purple mare colliding with the second princess and the paralyzed mares. A moment later, Rainbow rushed over to their location, attempting to help them up as quickly as possible in her own desperation.

As I said, data is an indispensable strategic advantage, Palderias stated, walking towards the ponies slowly yet deliberately. The Flim-Flam Brothers had data about your every battle. With that data, your defeat was an inevitability. But perhaps, it already was to begin with. He pointed a pincer at the terrified (and, in a few cases, sobbing) mares, and a ball of green energy formed at its point. Indeed, I think I would rather not bother erasing your delusions. Be erased yourselves. And the sphere erupted into a jet that raced at the seven--

“I think not.”

The fabric of reality twisted in the blink of an eye, the energy blast completely gone. Right in front of the ponies was none other than….

Discord. In contrast to the unemotive tone that he had used until now, Palderias’ voice seethed the name.

“Palderias,” the draconequus answered curtly, though if anypony was looking closely enough his talons were lightly trembling. “Would love to chat and catch up, but now isn’t a good time.”

And with a snap of his fingers, they were in the throne room.

Chapter 3

And with a snap of his fingers, they were in the throne room.

Applejack rubbed her temples vigorously. “Ah’m not gettin’ used to that for a while,” she muttered.

“TWILIGHT!” several voices exclaimed simultaneously. Pinkie, Rarity, and Fluttershy were all shaking Twilight in panic, but the alicorn did not move--

Rainbow Dash immediately shoved them aside forcefully, shouting, “Out of my way! I got this!”

“Rainbow unless you are a trained medic--!” Rarity protested hotly.

“I am!” the cyan pegasus retorted loudly, instantly silencing the unicorn. She quickly laid her ear on Twilight’s chest, and then after a moment sighed in relief. “She’s got a heartbeat, but she’s still out cold. So now somepony with magic,” she growled at a sheepish looking Rarity, “should cast a resuscitation spell.”

“Leave that to me,” said Luna, her horn lighting up.

“WHAT IS GOING ON HERE!?!?”

Everypony turned towards the throne to see Cadance and Shining Armor looking on at the scene in bewilderment, as well as growing horror at the sight of Twilight’s limp body.

“Oh, I can answer that!” Discord answered smugly. “These mares charged into battle with scarce a plan and were casually defeated by Palderias. It is only thanks to me,” he jerked a thumb at his chest, “that they live to tell the tale.”

In abject panic, the royal couple lept from the throne and rushed towards Twilight, only for Luna to hold up her hoof and shout, “STOP!” When they came to halt, she said a little more calmly, “Please, let me help her.” They couldn’t help but nod emphatically… anything to save their sister/sister-in-law.

Frowning in concentration, Luna dipped her head to aim her horn at Twilight. With a slight grunt she discharged her shimmering blue magic, which landed on the unconscious alicorn’s chest. Instead of dissipating, the energy began to grow and spread across her body. When her form was completely absorbed, it began to glow, brighter and brighter until the room was filled with a burst of white light.

Everypony winced at the effect and then looked down at Twilight. Nothing had changed. “Twilight?” Luna asked, nugging her with a hoof. No response. “But… how?!” She looked to the others in dismay. “That was my best dispelling magic! It must have had some sort of affect! At the very least, Palderias’ magic should try to reject mine!”

“What magic?” Discord remarked with a shrug.

“This is not the time--!” Luna began to retort hotly.

“No, he’s right!” Cadence interrupted. “I… don’t sense any foreign magic, either in her or around her.”

Luna’s eyes widened and her horn flashed to life again. Twilight was briefly surrounded by another magic hue like the one before, which faded away after a moment. “You’re… you’re absolutely right,” Luna said, consumed with a mix of outrage and dread. “He… how dare he! He couldn’t have!”

“Could and did,” said Discord sharply. “And it was naive of you and Celestia for not thinking that he would use every option before him, even when unthreatened.”

“Would somepony please enlighten the ignorant masses as to what’s going on?!” Applejack yelped, growing more and more nervous from the conversation before her. And given the expressions of the others, she was not the only one.

“Twilight… she’s in a dream world,” Luna croaked. “But not a dream world per se. She’s in an alternative version of this world that her brain has been reprogrammed to accept as absolutely real, and that brain is working every moment to make that fantasy as complete and inescapable as possible.”

Everypony but Discord recoiled at the notion. “That’s… rather dreadful,” Rarity said, “but are you not the Mistress of Dreams? Shouldn’t you be able to fix it? And why isn’t there any foreign magic to dispel? We all saw… that dreadful Being cast his magic.”

The Night Princess shook her head. “Palderias cast a spell, but it isn’t one that stays inside her. It took over Twilight’s mind long enough to reprogram it to willingly pursue this false reality on its own, as if it were this one. And I cannot affect it because it is not part of my domain. She is not actually dreaming… for her, that world is reality. This spell… it is truly beyond my power to fix.”

“And mine,” Cadence added mournfully, “not that I know what it is.”

Slowly, eight heads turned to the draconequus in the room, who rolled his eyes. “No, I can’t help either.”

“WHAT?!” Rainbow shouted. “Since when? This is your type of magic!”

“And you made us six the opposites of our true selves!” said Rarity incredulously. “Are we really supposed to believe that this is beyond your power?”

“Yes, because it is,” Discord replied exasperatedly. “If I could fix this I would have done it as soon as I brought you all back. Fact is, my mind control is not nearly as subtle as what Palderias does. Would you like me to permanently scramble your best friend’s brain?”

A heavy, dead silence filled the chamber, until--

"There may still be a way to save her," Luna finally said.

"Yes?" everypony asked.

She exhaled deeply, and looked up to the ceiling in recollection. "When my sister and I first arrived in the world to save it, we were... uneducated in many respects. We were taught the ways of this world by a race as old and powerful as the Beings... the Nagas."

"The Nagas?" Cadence repeated in surprise. "I thought they were an old mare's tale!"

"They are quite real, good Cadence, though they are a reclusive race. Yet nopony, not even the zebras, are more knowledgeable in the ways of magic."

"So they can help us?" Rainbow asked.

Luna squirmed. "It is not a question of can, my little pony. It is a question of will. They are very reclusive. Also… I do not know if they will still trust me.” She grimaced as her dark past bubbled within her memories. “However, their power is such that if we make the journey and succeed, they will have wanted us to be there.”

“They’re really that amazing?” asked Fluttershy in wonder.

“Indeed,” replied Luna. “My sister and I learned much from the Nagas… the nature of the Tree of Harmony and its location, the fine art of moving the sun and the moon, and many, many other secrets….”

“How far?” Shining Armor implored desperately.

“The other end of the world,” was her reluctant reply, earning unhappy groans. “Two days journey with stops in foreign lands, and I would need a chariot to carry Princess Twilight across the sea. Therefore, I need volunteers, particularly someone with wings.”

“As opposed to your personal guard?”

Luna shook her head. “They would not be welcome. The former Elements of Harmony, on the other hand….”

Rainbow Dash popped her neck. “Pulling a chariot is not exactly my idea of fun, but whatever it takes to get Twilight some help, right?”

“Now hold on a minute,” Applejack interjected. “You and Ah are the best fighters of our group. We’re needed here, right Cadance? Shining Armor?”

Shining nodded. “We were just brought up to speed on what’s going on, and it sounds we’re going to need everyone we can to stop that army.”

“But what about Palderias himself?” Rarity exclaimed. “Nothing we did to him made a difference! We couldn’t even stand up against him!” She jerked an angry hoof at Discord. “And even though this one got us out at the last minute, he didn’t lift a claw to stop that brute from hurting Twilight!”

Discord scowled. “What about this do you not understand? I am not here for Celestia’s crusade--!”

A pink and yellow blur flew up into his face and levelled a quiet, yet intense expression of deep disappointment. After holding it for a good ten seconds, Fluttershy landed and walked over to Luna. “I’ll help pull the chariot,” she volunteered, trying to leave out as much of the anger in her voice as she could.

Everypony looked on in shock, though in the case of Discord it was as if he were on the verge of tears. “I… accept your offer, fair Fluttershy,” Luna stated slowly. She then turned to Rarity, “I hate to be so specific for volunteers, but I need a unicorn for this journey.”

“Absolutely, Princess!” Rarity answered, joining Fluttershy. “Anything to save Twilight, and of course, to protect my ShyShy,” she added with a little grin, nuzzling her marefriend.

Luna smiled warmly, then addressed Pinkie. “I would also request your assistance, but I’m afraid we cannot afford to have too many passengers on the chariot. I ask you to help your friends here in Equestria while we are away.”

“Does that mean I get to make provisions for the Royal Guard?” Pinkie asked, suspiciously calm and collected.

“If you… want--?” Shining Armor half-answered, half-inquired before….

“CUPCAKES!” the pink party pony rejoiced, running out of the chamber to, presumably, the royal kitchens. “EVERY GUARDPONY GETS CUPCAKES!”

Everypony but Discord, who had sulked over to the unoccupied throne, chuckled lightly, finding relief from Palderias’ depressing actions with Pinkie’s antics.

“So I hate to be ‘that pony,’” Rainbow Dash said, “but Rarity is right. What are we going to do about that creepy jerk and all of his freaky magic?”

Cadence and Shining Armor glanced at each other, then smiled. “Well, when Celestia and Luna defeated Palderias originally, they used the Elements of Harmony,” Cadence said, “and when the Changelings invaded, she sent you six to retrieve the Elements to defeat the Queen. Obviously, that didn’t happen, but our love was able to blast the Changelings out of Canterlot and into the Badlands. We’re thinking that Palderias will at least find it difficult to fight my love magic if he could not stand up the Elements.”

“Just like when you six set out, our mission is to delay him,” Shining added. “Once Celestia has had time to seal away the Beings in Tartarus and these ‘Nagas’ help Twily return to us, we can all regroup and strike together. I’m sure Palderias can’t defeat all of us at once.”

“Sounds good and all, but we could use a little more assurance,” said Applejack, rubbing her muzzle. She then looked pointedly at Discord with her eyebrows raised expectantly, and after a few moments everypony else did the same.

“Well, I… that is… how do I put it….” the reformed Being sputtered in futility before Fluttershy’s glare caught him. With a deep and theatrical sigh, lion paw to forehead, he finally relented. “I guess I’ll come along and do what I can to help.”

Fluttershy smiled slightly and turned away, joining Rarity and Luna as they discussed their travel arrangements in detail.

Twilight came to in darkness, her muscles feeling as if they hadn’t been used in more than a week. As she struggled to open her eyes, the rest of her senses began to kick in. She felt fabric around her and beneath her… a bed, she was in a bed. And then, something inside her front left leg… was this a needle?

With a bit of a jump, Twilight sat upright and cast a light spell. She was in a cell in the royal dungeons, in a medical bed with an IV stuck in her arm. “What in the name of Faust?” she swore, quietly due to her dry throat. Swallowing she shifted her magic and slowly eased the needle out, gasping sharply when it was yanked free. Casting the object aside, she slid on the bed and, cautiously, hopped to the floor. Despite the slight atrophy in her muscles it was a clean landing.

She walked up to the cell door and pushed. It was locked. Twilight was not one to revel in the privilege of royalty, but she beginning to expect some degree of respect about her position. Gritting her teeth, she lit her horn and cast a spell. The lock undid itself and the door swung open harshly.

In the next few minutes she left the dungeons and proceeded into the palace until she found the closest living chamber, where she washed her face and quenched her thirst. She soon realized that she was also hungry, but that would have to wait. It then occurred to her that there was nopony in the room, and she had not seen anypony around, not even a guard! It appeared to be nighttime, but that was no excuse: There was always a patrol in the palace.

Luna holds the Night Court at dusk, Twilight remembered. It’s a good place to start as any, and if she isn’t there… I suppose it wouldn’t be too imposing to check her quarters.

She went to the palace entrance room and proceeded down the main chamber to the throne room. She found the doors shut there as well, but no guards still. “I’ve had just about enough of this,” she muttered, casting another spell. The doors blasted open to reveal--

“Ah, good morning Princess Twilight Sparkle,” drawled Nightmare Moon, sitting on the throne.

Twilight felt like her blood had turned to ice. Her heart had all but stopped, she was having difficulty with her lungs, and suddenly the stability of her knees was all but gone. “No….” she gasped, almost as quiet as Fluttershy in her most timid moments.

She was heard. “Yes. Nightmare Moon, the Queen of the Everlasting Darkness, and not Luna, Princess of the Night. The antipode of sunlight and joy, in the flesh once more. Are you not filled with horror? Do your nerves not command you to flee?”

Swallowing hard, Twilight mustered every bit of courage she could find inside her quivering heart. “Those that run away at the first sight of evil are not fit to be a princess,” she retorted. “What happened to Luna? Where is everypony?”

The dark alicorn chuckled scornfully. “Oh you poor, ignorant mare,” she said. “You do not know… this is all your fault!”

“My fault?!”

“Yes, your fault. Well, Palderias’ as well to be fair. He put you in a coma for a month. Everypony was devastated, of course, and without you the Heretical Inventor took back all of his land. And you know who took the blame?” She stood as she spoke, her voice rising in volume until it was thundering against the walls. “Luna… me! I took the fall for your reckless heroics!” she shrieked, Twilight’s ears falling back as she cringed in mind and body.

“And it wasn’t just her, it was all of them. This time, instead of being neglected, I was treated with contempt. I would not stand for it, Twilight Sparkle. I had divorced myself of my intimate bonds once before and I did it again,” she finished, a wicked smile creeping up her lips.

Now Twilight’s gut squirmed. “What have you done with my friends, Nightmare Moon?” she demanded coolly.

The smile widened, her razor teeth glimmering in the moonlight like diamonds. “Look up,” the alicorn hissed. Twilight raised her head to face the ceiling… and then her heart truly stopped.

Rows of severed pony heads, treated by a taxidermist, mounted to the walls with plaques. Nobles, Canterlot elites, and many more were there, their faces each frozen in a horrified state. And there Twilight found what remained of everypony she had ever deeply cared for.

Her father Night Light; her mother Twilight Velvet; Shining Armor; Cadence; Spike; Applebloom; Sweetie Belle; Scootaloo; Zecora; Applejack; Rarity; Fluttershy; Pinkie Pie; Rainbow Dash….

Celestia.

A sound escaped her mouth, a terrified moan that was the beginning of a scream that simply wouldn’t come out because of the very agonizing panic that created it. She did not know whether to run or faint.

“Welcome, Twilight Sparkle,” Nightmare Moon proclaimed cruelly, “to your worst nightmare.”

The scream in her throat came out as a long shriek as she turned to her right and galloped at the closest window. Her body on autopilot, she hurled herself through the stained glass into the night sky and flew as far away as she could from the palace, the city itself, and most importantly her own heart. She flapped her wings as fast as she could, far more than was needed to stay in the air, whatever it took to not think. No, she could allow herself not think, not about whatever she saw in that room, not about the fact that she would never again try out Rarity’s latest dress, be part of another one of Pinkie’s random birthday parties, fly over Ponyville with Rainbow Dash, help Applejack on the farm on a sunny day, share afternoon tea with Fluttershy, embrace her brother and sister-in-law….

...or kiss Celestia, and tell her how much she loved her.

She couldn't take it anymore, she had to find somewhere to stop. Twilight glided down to a grassy hill and landed, or rather collapsed. A choked sob escaped her, and then another, and finally all she could do was cry herself back to sleep.

Author's Note

So... happy Hearth's Warming Eve? :twilightsheepish:

I'm not sure why I am working on such a dark fanfic during the Holidays, maybe it is because I have the time and free energy to do so. In any event, more chapters to come! :yay:

Chapter 4

“Luna?” Fluttershy called. “I think Twilight is crying.”

Luna turned sharply to the body that had just been loaded onto the chariot. Indeed, the purple alicorn was weeping softly, a steady stream of tears emanating from her eyes. “Yes, I see. That is unfortunate, yet good at the same time.”

“Good?” the pegasus squeaked.

“Yes,” said the princess, “because it means that her mind and body are still functioning correctly... relatively speaking. Nonetheless, we have no time to waste. Rarity?”

“Coming!” the unicorn sang, a barrel of supplies floating behind her. “We’ll have enough food for a week in here, but we’ll need to get water from time to time.”

Luna nodded. “Very good. We’ll be able to refill on water at the sea border with Gryphonia, as well as Felonia and Saddle Arabia.”

“Felonia?” Rarity squeaked. “I don’t follow politics, but aren’t the Felonians unfriendly with us?”

“Yes, they are actually quite xenophobic towards ponykind. Which is why we won’t be staying for more than hour in their territory.” Luna sighed at the nervous looks the two mares exchanged. “Look, Equestria and Felonia have a treaty of nonaggression, one that specifically provides for the safety of Princesses and their retinues. We’ll be safe, alright?”

The couple nodded, putting on their best brave smiles. “Good. We leave immediately.”

“Hold it!” Cadence trotted to the launch pad, the others in tow. “You didn’t think you’d get to leave without goodbye hugs, did you?”

“HUGS!” Pinkie shouted, hugging each of the three mares in a pink blur. “Hugshugshugshugshugs HUGS!”

Everypony giggled. “Thanks Pinkie,” Fluttershy said warmly. “I hope you’re able to feed everypony!”

“Eh, Ah’ll be there too to make sure of it,” Applejack replied with a wink. “Ah’ll rope Rainbow here into it if we still need help.”

“How about not?” Rainbow scoffed.

“Discord, did you steal Rainbow’s loyalty again?” the farmpony jabbed playfully.

“Don’t drag me into this,” the draconequus muttered halfheartedly.

Shining Armor stepped forward. “We’re marching to the battlefield the moment you leave. No way we can let Palderias set up a fortified position in the desert, or he could easily march on Ponyville and then Canterlot. We’ll stop his army there, no compromise!”

Luna nodded. “I knew there was a reason why my sister trusts you and your sister so deeply,” she stated. “Good luck and take care.”

“And you as well!” said Cadence with a bow, only to be stopped by Luna’s hooves.

The Princess of the Night smiled and pulled the Princess of Love into her embrace. “Please good Cadence, we are equals. Comrades, even!” she added, receiving a watery smile in return.

After a few more hugs and well-wishes, Rarity hopped onto the chariot while Fluttershy and Luna hitched themselves to the mounting rails. “Are you ready, fair Fluttershy?” the alicorn asked.

Fluttershy nodded swiftly. “Ready. That is, if you are….”

“Indeed we are. Hold on fair Rarity!”

The two flyers spread their wings and broke into a gallop, charging down the short runway until they glided effortlessly off into the air. Circling Canterlot once to gain altitude, they flew into the eastern sky, towards hostile nations and the promise of their friend’s salvation.

Standing with an almost preternatural stillness, Palderias gazed at the landscape before him. With the exception of the town of Appleloosa and the apple orchard planted by its inhabitants, the land was almost exactly as it was before he had claimed it some eleven hundred years prior. His factories had been wiped from existence, along with his residential districts and any signs of his mining operations. Now it was just empty countryside.

An unfortunate, but predictable setback. This time, there will be no further resistance. Not one shred of sentiment to prevent the optimization of existence. All variables will be accounted for and addressed.

The sound of clanking metal indicated the approach of one of his drones. The Being turned to face a machine only slightly shorter than himself, modified with a speaker in its “mouth” area.

Your report, Unit 01.

“All units have been repaired in fullness to their specification,” the drone stated. “Magic field residue scanned and factored into collective computations. Based on this new data and existing data from your allies, our calculations predict one hundred percent casualties of all drones, seventy eight percent casualties of all pony combatants, and zero casualties of yourself.”

Unacceptable, yet predictable. Begin strategic initiative 1-M.

There was a small ‘tick’ sound. “Begun. Estimated time to completion three hours, twenty minutes, five seconds.”

Dismissed. The drone spun around and marched off. Without any delay, Palderias clicked his right pincer and dematerialized in a column of green fire, reappearing a mile away with the same effect next to two unicorns sipping iced tea on lounge chairs.

Flim and Flam did a spit take and set down their drinks. “Your lordship!” Flim greeted hastily.

“What ever can we do for you?” Flam added.

Explain the nature of your recreation. This is a time of preparation before our critical battle with the monarchy of Equestria. All of our forces should be working towards maximum tactical and strategic effectiveness. Though the statement was not hostile, the unicorns immediately felt uneasy.

The two brothers glanced at each other and then laughed politely. “Lord Palerias, we already have done our work,” said Flam in an attempt at magnanimously behavior. “We are merely enjoying a moment of respite and celebration for our efforts.”

“Everything is in place,” Flim assured. “You were able to construct your current army with the first of four sets of raw metals we have acquired with our own funds. The next three sets are in a series of secure, secret locations on our warpath through Ponyville to Canterlot.”

“Our business associates have already prepared operatives in every major city in Equestria,” Flam continued, gesturing with a hoof. “Once your drones have eliminated the main Royal host, the operatives will immediately play on the news of that defeat and begin sowing dissent. Local Equestrian forces will be tied town containing rioters and panicking citizens, leaving us unhindered as we march on Canterlot and besiege Celestia’s personal domain.”

Palderias clicked a pincer. Satisfactory. We shall see if your operatives can indeed create sentiments beneficial to our grand strategy. If not, those resources will become vital to the basic preservation of our military, and an assault on Canterlot may have to be postponed.

“Caution befits a great mind as yours, your lordship,” Flim complemented, and took a sip of his tea. “However, I would not be too concerned. The Equestria of today is brittle compared to its prime many hundreds of years ago. Celestia has allowed this nation too many years of uninterrupted peace, and now she will pay the price.” Both unicorns could not help but smirk at his last statement.

Your hypothesis is noted, said the Being. Continue with your celebration if you wish. I will proceed to oversee the final modifications of our military force and the quantification of all variables that remain uncontrolled.

Another column of green fire left the two unicorns to their iced tea, and a grand view of Palderias’ massive drone army.

Though Twilight Sparkle had slept through the brunt of her horror and grief, waking brought her no joy. Rather, she returned to the hollowness of her memory, the knowledge that everything... everypony she had cared for had been destroyed forever. Her eyes had no tears, but the rest of her felt like crying.

Moved by the joined instincts of weariness and hunger, she glided off of the hill towards Ponyville, wearily flapping her wings just enough to keep her altitude. As she did, she looked up and saw that it was still night and the moon some over the land. It was true: Nightmare Moon had returned with a vengeance.

However, things only got weirder as she approached Ponyville, yet it was a familiar sight: Upside down floating buildings, roads made of soap, muscle-builder bunnies, pink checkerboard landscapes… Faust help me, Twilight silently groaned.

It wasn’t long before she reached the center of Ponyville. A soap road lead to a single hill with a high slope and a thin throne at the top. And on that throne was a familiar yet oddly bored-looking draconequus.

“Discord,” Twilight croaked. Quickly realizing that nopony could hear her, she coughed and repeated, “Discord. What happened here? You’re supposed to keep your power in check.”

Discord glanced over and blinked slowly. “Oh… you’re awake,” he drawled noncommittally. “No, I don’t think I’m supposed to do anything at this point. I’m the Master of Chaos after all.”

Twilight opened her mouth to retort, to say something about how Fluttershy would be displeased, and then stopped herself. “Yes, you’re starting to get it,” he observed, suddenly sporting a funeral veil. “Dear Fluttershy is mounted on a wall, and now my being reformed is meaningless because I don’t have any friends.”

“Whatever happened to me?” Twilight questioned reflexively.

At the gritting of Discord’s teeth, the throne glided down the soap road at a startling pace until the two were face-to-face. “And why would I want to be your friend anymore?” he snarled lowly, his pupils glowing faint yellow. “This is your fault, and Celestia’s too for that matter! My very first bonds have been torn from me just as they were formed. You should have never tried to teach me friendship.” He looked away bitterly. “I wish I had never become friends with her.”

Before hearing those words, Twilight had felt like she had been stabbed with a knife and was left with the weapon buried in her flesh. Now, she felt like the same thing had happened again and a second blade was stuck inside her. Rational thought, principles, bonds, these all took second place to the simple pain of existing in this state.

“I will kill him,” she muttered, then with growing volume and anger she repeated, “I will kill him! I will erase Palderias… no, I will cut his THROAT!” she shrieked, her eyes suddenly glowing red and green. “I WILL PUT HIS HEAD ON A STAKE AND MOUNT IT ON THE FRONT GATE OF CANTERLOT! AND THEN I WILL MARCH INTO THE PALACE AND BANISH NIGHTMARE MOON FOR ONE HUNDRED THOUSAND YEARS!!!” She stopped to catch her breath, then turned back to Discord with a glare that could have frozen a volcano. “And let me be clear, buddy, when I get back her you better be reformed again or you will be put back into stone for twice as long.”

After a pause, the draconequus shrugged disinterestedly. “Good luck with that. I won’t deny that you’ll put up a good fight with the former Princess Luna, but you’re not in the same league as Palderias and myself.” Before the alicorn could retort in her rage, he raised his claw and paw defensively, adding, “All I am saying is that maybe somepony needs a power boost?”

Twilight was half-way through rolling her eyes when the meaning of Discord’s words hit her. A wicked grin crept up her lips, the first smile she had experienced since what seemed to be forever. “I can think of something that will help.” And with this, she spun around into a gallop towards the library.

“Have fun!” Discord called out sarcastically.

Back in the material world, the real Discord floated alongside a marching army as it proceeded down the main highway from Canterlot to Ponyville. A steady column of unicorns and earth ponies on the ground, flanked by two straight lines of pegasii on each side in the sky. At the head was Prince-Consort Shining Armor, Acting Commander of the Equestrian Royal Army, and Princess Cadence, Empress of the Crystal Empire. They were surrounded by her Imperial Guard of Crystal Pegasii.

Behind Princess Cadence was General Broadsword, Vice Commander of the Equestrian Royal Army. He was an older, gruff earth pony with a pale light blue coat, violet eyes, a white crew-cut mane and less well-kept, color-matching beard. Next to him was Captain Spitfire of the Wonderbolts, as well as Rainbow Dash and Applejack, who had been made Acting Lieutenants, and Pinkie Pie, who was the Acting Senior Moral Officer.

The draconequus was bored out of his mind. Aside from the occasional side chatter, the army was silent and grim. News of their enemy’s nature had been spread quickly, and the royals were not the type to keep everything secret for the sake of “national security” purposes. The prospect of fighting thousands of soulless automatons and a Being about as powerful as and far more malicious than Discord did not do good things for the army’s morale. Everypony wanted to be at war with the Changelings instead, or perhaps even the Gryphons or Felonians if it didn’t mean a world war.

Still, Discord knew that this was not a cause for concern. The Equestrian Royal Army was tied with the Sacred Legions of Felonia for both the world’s most powerful and most disciplined military force (his own tyrannical rule and conflict with Palderias had a role in that). Furthermore, everypony would give their right hoof to fight alongside Prince Shining Armor, one of the most distinguished military ponies in the contemporary era, the brother of Princess Twilight and the husband of Princess Cadence…. No, they were not happy right now, but they would be later on.

Many tedious hours later into the evening, the army camped in the grassy expanse between Ponyville and Appleloosa. The central command tent was set up on a hill that overlooked all possible avenues of approach. Discord appreciated the idea of getting advance warning should they be approached, but it didn’t seem to ease his mind regarding the inevitable battle he was sure he would soon would face.

“Why are you looking like that?”

Discord twisted his head around twice to take in Rainbow Dash’s quixotic expression. “Oh, hello Rainbow Dash. Why? What do I look like?” he asked quietly.

Rainbow Dash paused to see if he would change shape to confuse the question, and blinked in confusion when he didn’t. She shrugged and sat down on a flat rock in front of the tent’s wall.

“Well, like... Fluttershy used to get whenever she had to go outside EVER,” she said with a brief eyeroll.

“Aw, I didn’t know you cared!” he giggled sarcastically, dabbing his eyes with a conjured handkerchief.

Rainbow rolled her eyes again. “Yeah, I totally can’t recognize the tough colt routine when I see it. C’mon Discord, why are you being a scaredy filly?”

“I am NOT being a scaredy filly!” Discord scoffed. “I’m just… working through my very reasonable fear of Palderias!”

Unable to keep the surprise off her face, Rainbow Dash eyed the draconequus with disbelief. “Why would you be afraid of Palderias?”

“Well, because he’s… evil!” Discord sputtered, waving paw and claw in the air.

“And so are you!” Rainbow retorted. “Or were,” she continued with a frown. “I’m still not clear about that point.”

Discord rolled his eyes and sat down on an adjacent rock. “Look, let me try to be more clear. He’s a whole magnitude more evil than I am. Or than I was.” He frowned mightily, his eyes flicking from side to side as he thought. “You know, I’m not clear about that either,” he muttered.

Shaking his head, he continued. “Never mind that. Do you know why anypony usually becomes evil?”

Rainbow shrugged. “Something tragic happened? I dunno, usually my friends and I just blast evil with a huge rainbow of Harmony or whatever and I don’t think about it again.”

“Well,” Discord declared in his best teaching voice, holding up a pipe in his claw and fingering the lapels of his tweed jacket. “There are basically two kinds of evil: inherent, which is very rare, and consequential.” He blew bubbles from his pipe and watched them float about for a moment. “We’ll discuss the second first and the first second,” he said, smirking at Rainbow’s brief look of confusion.

“Consequential evil happens when something leaves somepony’s heart empty,” Discord explained, leaving his pipe floating in the air as he stroked his beard. “One of the big things that causes this is a lack of genuine affection. Princess Luna turned into Nightmare Moon because nopony appreciated her nights and by extension her. I’ve been a sadistic manipulator because, well..." He paused and brought his claw to his chin, obviously reluctant to continue.

With a theatrical sigh he rolled his eyes, paw to forehead, and continued, “Oh, I may as well admit it: I’m lonely, and and nopony - well, hardly anypony,” he said with a grin as he remembered some moments with Pinkie Pie, “enjoys my twisted sense of humor. Sunset Shimmer thought that power would make her happy but only became, what did Celestia say… ‘cruel and dishonest,’ yes that’s right.”

Rainbow nodded slowly. “Okay, I get it. Some ponies are driven to become bad.”

Discord sighed and grabbed his pipe from the air, puffing furiously at it as he continued. "Now, inherent, or instinctive, evil, is a lot scarier. That changeling queen from a bit ago might have found ways to sate her needs without attacking other ponies, but I, for one, think she actually enjoys causing pain and havoc as a sort of spice to her meal."

Rainbow snorted briefly. "Kind of like you?"

Discord's head snapped toward Rainbow Dash, and he glared at her with such malevolence that she flitted back off the rock to hover in the air with a worried expression. "Maybe in the past, from time to time," he growled, "but I never made a habit of it. I was just having fun; she actually seems to enjoy pain!"

Forcing herself not to run off to report Discord for being too scary or something, Rainbow swallowed and nodded, saying nothing as she landed a few feet further away from him.

Discord sighed, his expression softening. “Now, Palderias is even worse. He doesn’t have a heart to be empty in the first place; he’s as far from circumstantial as you can get. In a way, he’s just as machine-like as the drones he’s created. He doesn’t seem to feel joy or misery from anything, not even the twisted things he gets up to.”

He turned and looked back toward Canterlot and its garden maze far in the distance. “I made you and your friends the opposite of your true selves because it fed into my manipulative tendencies and gave me a bit of a thrill. But in the end it was just a game, if a rather dark one.”

His gaze returned to Rainbow Dash, and she was tempted once more to take off at how haunted Discord looked. “Palderias purposefully turns ponies into greedy wastes of air and water, with no concern but continuing to build or dig or whatever he has them do. But he doesn’t get any pleasure from that, or from sucking all the natural resources out of the countryside. And yet… he still does it all anyway!”

“Why?” spat Rainbow, shaking her head and staring at Discord with wide eyes. “Why would… That just doesn’t make any sense!” she blurted, throwing her forehooves in the air.

“Yes, and in this one instance,” said Discord with an expression Rainbow had never before seen on his face: genuine fear. “That bothers me… a lot.”

After another heavy sigh, he looked back at Rainbow Dash, a measure of mischief returning to his expression. “And besides, his evil is destructive - it doesn’t leave anything or anypony to play with afterward. My eeee… um, playful machinations,” he said with a chuckle, “are at least fun!”

“Yeah, for you,” Rainbow grumbled, folding her forelegs and glaring at him. At his hurt expression she sighed and relented. “Okay, fine, I see your point. But weren’t you saying that you were some sort of awesome warleader?”

“I was also the untameable, ruthless Master of Chaos who never had a second thought about using anypony for my amusement.” He sighed sadly. “I’m not the draconequus that I used to be, Rainbow Dash.”

After a silent moment of staring at him, Rainbow Dash snorted. “No, you’re way more than that now. You’re… oh, how do I say it?” She grit her teeth slightly as Discord watched her in confusion.

“When I first met you, you were some sort of... character, like one of the villains in the Daring Do books. What was that thing Twilight would say… yeah, one-note character!” She spun her eyes and squeezed her cheeks with her hooves. “‘Hi, I’m Discord and I like to make everything super confusing and unrealistic!’”

“I get the point, Rainbow,” Discord grumbled.

"Heh... sorry," she answered with an apologetic grin. "Anyway, now you’re a person! You like things, dislike things, do things… you have friends! Now Palderias is the one-note character. Don’t you think he should be afraid of you?”

Touched by the remark, Discord met Rainbow’s passionate gaze with a sad smile. “I can only hope so.”

Author's Note

And yet another! Thankfully these past two chapters were some of the most polished pieces of the story from its rough draft. This one in particular benefited a lot from the work of SongCoyote. Please, do check out their work! :raritywink:

Chapter 5 coming out... maybe soon? We shall see. :trollestia:

Chapter 5

Author's Note

Just one more before I stop for Hearth's Warming Eve and Hearth's Warming Day, I promise! :twilightsheepish:

Chapter 5

“Fair Rarity, I believe it is time to eat,” Luna called out over the wind.

“Quite right darling!” the unicorn responded, and a pair of apples were levitated in front of the two flyers. Luna caught one swiftly with her own magic while Fluttershy took hers gingerly with her hooves. When they had received their first course, Rarity turned to Twilight and cast a nutritional transference spell… a spell beyond her normal expertise yet just within her capabilities.

Several apples in front of her shriveled up into withered husks as their essence was sent, unseen, into Twilight’s body. Short of an IV, it was the most convenient means of keeping her alive; many hospitals in Equestria opted for this treatment when they had unicorns on staff of sufficient skill and subtlety. Rarity had taken a course in the spell at Twilight's suggestion awhile back, and found that her normal magic use was complex enough to qualify her for the spell.

Watching the spell made Fluttershy wince, though she would have been hard pressed to explain why even if anypony had noticed and asked. Sighing very quietly she tossed her own apple core into the sea far below them, wishing they could move faster so she could get her hooves back on the ground.

She jumped slightly in her harness, earning a sharp look from Luna. She blushed and muttered, “Sorry..." even though she knew it would be lost in the wind, and Luna rolled her eyes and went back to watching their trajectory.

Fluttershy’s brow furrowed slightly, her ears straining forward to catch the sound that had startled her. It had sounded like her name...

Fluttershy, it came again, this time stronger… and it was unmistakably the voice of Princess Luna floating through her mind. Fluttershy, it is me. I am sending you my thoughts.

She turned toward Luna with wide eyes, but was answered with but a single, quick glance. Don’t speak, just think and I will hear you. I wish to speak in private.

Frowning slightly, Fluttershy nodded and turned her face forward. What is it? she thought, her mental voice strong and clear, especially in contrast to her typical quiet speech.

I wanted to know something personal, if you do not mind. How have you and Rarity been since the “incident” with Amber Dawn?

We’re fine. Everything is… nice.

Nice. Just… nice? Luna’s face was serene, but she projected incredulity with the question.

After a moment, Fluttershy sighed despondently. Everything seems to be exactly what I wanted… except… we’re just not intimate! Unlike Luna she didn’t keep her emotions off her face, which showed a mix of frustration and sadness that was even louder in her thoughts.

If it weren’t for the occasional kiss, I wouldn’t think that our relationship was anything more than friendship. She bit her lip, trying not to let her sorrow affect her flying. Perhaps it’s for the best. After using her the way I did, I’m lucky to have Rarity as my marefriend at all, let alone my friend...

Let me stop you there, Fluttershy, Luna’s thoughts interrupted firmly, though not at all harshly. She sighed mentally. We are both aware that you did wrong. I believe you have told me since that you have made great efforts to make reparations. It seems as though she has, at least to some extent, accepted your courting, but she is not obligated to forgive you, nor to forget what occurred between you.

Feeling that Fluttershy was about to respond she gave her a sidelong look and shook her head briefly. Hear me out. That said, it has been many months and more since you were all removed from Amber’s influence. To keep you in limbo for so long is, I think, a bit unreasonable, and it is within your rights to ask her, clearly and directly, about how she feels, and her intentions.

But Luna, I... I violated her. I can’t ask anything of her, especially that!

You deserve to be forgiven, Luna retorted firmly. And I cannot help but think that she is finding it hard to forgive you in no small part because you have not forgiven yourself.

Fluttershy flew in stunned silence, unable to respond, though Luna could see a knot in her mind start to loosen.

Fluttershy, you were under the influence of powerful magic, wielded by a pony who was a master manipulator of minds and hearts. I watched and heard as you begged your friends to restrain you for their own good, and for yours. Yet for all your kindness and compassion - and I assure you, you are the most considerate pony I know, even to a fault - you have not managed to turn that kindness on yourself.

Her eyes haunted, Luna struggled to keep the beat of her wings steady, mindful of the burden they were carrying, and the still too painful weight of the one in her heart. One could hope you will find the strength to let go of your one... lapse in judgment.

For a long while Fluttershy could find no words, though she desperately wanted to find a way to ease Luna’s hurt. That thought sparked as it whirled together with what Luna had said, just now as well as after the battle with Amber, and her eyes widened.

The burst of release and the cry of a broken chain echoed from Fluttershy’s mind into Luna’s, and as one they began to fly just a little faster.

A smile unlike any had seen in hundreds of years graced Luna’s lips, and it made the sight of land appearing on the horizon much sweeter than the mere idea of easing her aching wing muscles.

Hold on to that, Fluttershy; it will serve you well now and in future. she thought to her, then called out to everypony around them. “Comrades, lift your eyes: we have crossed the sea, and are entering Gryphon territory!”

As Rarity and Fluttershy looked forward, they reduced their speed and dove below the patchy clouds to reveal a jagged line of mountains, their peaks far taller than any in Equestria. Luna had told them that they were home to several cities built into the cliffs and caves visible on the leading edges, each a vital locus in the Kingdom of Gryphonia (not to be confused with the once-wealthy city-state Kingdom of Griffonstone).

The ancient Gryphons - the cities had been established by the Karthian Kings thousands of years before Equestria - were once the envy of the world. While the Ponies were still feuding and bickering tribe-to-tribe, the Gryphons built a society of chivalry, justice, and merit. They had been quite unconcerned with the rise of Equestria, which posed no threat to their own growth... at least, until about fifty years ago, when the last of the Karthians died without an heir.

Gryphonia erupted in civil war, fueled in particular by one brilliant general: Sir Argyle. Sweeping cities into his claw under the banner of shaking off the grip of the old, corrupt Kings, he enacted a bloody coup and seized control of the nation. The Freedom Party he commanded, which many quietly called the Fascist Party, had inserted its members into the echelons of power without destroying most of the social and economic structures the Karthians had built. As his own grip tightened, though, dissent was crushed, as was the artistic and entrepreneurial spirit of the nation, as well as its open tolerance of its neighbors.

All this flashed through the ponies’ minds as Princess Luna fired a pattern of white smoke plumes from her horn. Fortunately - and Luna had emphasized this carefully so they would not panic - the vast majority of Gryphons were not as xenophobic as their putative leaders. This was proven out as the four armed and armored Gryphons that rose to flank them in response to Luna’s signal gave them polite nods as they approached.

Aside from a few nervous glances they managed to ignore the soldiers as they approached the diplomatic checkpoint that would, in theory, enable them to pass peacefully through Gryphonia to the neighboring country of Felonia. Landing on a cliff ledge that overlooked the sea, the checkpoint hosted several stone buildings and a multitude of Gryphons going about their duties. Fluttershy and Luna shed their harnesses with ill-concealed groans of relief, and all three were glad to be on solid ground after such a long flight over the ocean.

A tall Gryphon with burgundy feathers and brown fur approached the trio briskly from a nearby building. He work a large sash with a few medals pinned to it and a black military cap. “State your identities,” he demanded shortly, then more kindly added, “Please.”

“I am Princess Luna, Vice Queen of Equestria,” Luna responded grandly. “With me are my temporary retinue: Rarity Belle, renowned seamstress and the former Element Bearer of Generosity, and Fluttershy, expert beastmaster and the former Element Bearer of Kindness. We are transporting our mutual friend, Princess Twilight Sparkle, Countess of the Everfree, heiress to the Crystal Empire, and the former Element Bearer of Magic, whom you see asleep in our vehicle.”

The Gryphon nodded, and became visibly more friendly. “Welcome to the Federal Republic of Gryphonia, your highness, ladies,” he greeted, bowing his head to each one in turn. “I am Colonel Laurence, the commanding officer here at Checkpoint One. Please state the nature of your visit.”

Rarity and Fluttershy could sense Luna tense up slightly, but held their tongues. “Princess Twilight has… become ill,” the Princess answered, looking the soldier straight in the eye. “We have been forced to seek a remedy for her condition in the southern part of your continent, and therefore have been forced to make one of our stops here en route to our desired location.”

“Can you be more specific about the nature of this journey, your highness?” asked the Colonel. Politely, which was a surprise to the mares given his somewhat imposing height.

Luna shook her head in a ‘no.’ “I can only say that our next stop after this checkpoint is the Holy Felonian Empire, and that we will be traveling straight there from this point. This journey is diplomatically sensitive, and I hope you will respect that, sir.”

Colonel Laurence took a deep breath in and then shrugged. “I would be in more trouble if I pestered foreign royalty and started an incident,” he replied with a slight smile. Fluttershy and Rarity resisted the urge to let out a sigh of relief at this.

“You are free to embark to Felonia whenever you wish, under a small escort. If you require supplies, you may purchase them at the shops here. Your highness,” he bowed, then marched back to the structure from whence he appeared.

“What a gentlecolt of a Gryphon!” Rarity remarked.

“He was nice,” Fluttershy agreed.

Luna chuckled. “Do not let their politeness entice you into relaxing overmuch. Of our journey, this was perhaps the easiest part. You have yet to meet the Felonians.”

“Surely they’re not as bad as the newspapers make them out to be!” Rarity scoffed in disbelief.

“No, fair Rarity,” Luna answered with a frown. “They are actually much worse.”

Twilight Sparkle giggled maniacally, which was normally never a good thing but in this case was really not a good thing.

After returning to the Friendship Castle, she had immediately entered the basement and undid the many magical locks she had placed on the safe in there. This safe held no personal valuables or wealth, but rather something far more important: It was the repository of all the black magic tomes she had confiscated from the Castle of the Two Sisters, which in turn had been confiscated and forgotten by Princess Celestia centuries ago. As the princess’ most devoted student and now a princess herself, Twilight was authorized by the crown to guard those tomes and study their contents on a very limited basis.

The time for studying their contents on a very limited basis was over now. Twilight rapidly scanned the pages of one particular book, quickly filling her mind like only she could. Here, in this forbidden volume, was the key to overpowering any enemy, no matter how innately overpowering. A simple weapon forged by the most complex of magics.

The Spear of Death.

Its origins were a mystery, but its ability was clear. One hit was enough to kill any living being, no matter how powerful. This was a fact: It had been tested on Gold Crown the Demonic, a unicorn tyrant who had briefly reigned over the ancient Kingdom of Unicornia upon achieving immortality through his own black magic. If this weapon could kill him, Palderias would surely be next… and Nightmare Moon as well, though the weapon had a one-time use.

It was amazing that such a thing of great destruction took only a few seconds to create, once the prerequisite knowledge was obtained. Indeed, the only barrier to the Spear’s creation was the knowledge and raw power it took. Twilight did feel faint after the weapon, seemingly an ordinary spear, was forged, but she knew that her energies would return quickly.

“Heheheheh,” Twilight chuckled, holding up the Spear. The increasingly intense sickly green and crimson light of her eyes glimmered on the blade. “I have surprise date for you Mr. Spear. His name is Palderias and I know you two are going to hit it off.”

“Everything outside of this room appears to be in order,” Celestia remarked as she rejoined Vigilant Watch in the main chamber. “Tirek seemed to be really out of it, but I can understand why.”

“Do you want me to check up on him, your highness?” Vigilant offered, trying not to cringe at the memory of his substitute’s failure.

The Princess shook her head. “No time, we have more pressing matters,” she said, gesturing to the various prisons around them. “These bindings must be reinforced very soon, and we have quite a lot of work to do.”

“Yes, your highness,” he responded, unable to keep the pain from his voice.

Celestia nodded and turned towards the nearest prison. She pretended to examine it while working out just how to get Vigilant Watch to let go of the weight he was carrying. Recalling his strict adherence to protocol, she decided to be direct.

“Is there anything on your mind, Sir Watch?” she said as she turned to look at him. “And please understand that however nicely worded, that question was an order that requires a clear and complete response.”

In spite of the situation Vigilant felt a surge of pride at still being considered part of the chain of command. Even so, he bit his lip and pawed the ground before sighing loudly.

“I failed you, your highness,” he answered mournfully. “And the realm. And my house and family traditions on top of it all. Never in history has a prisoner escaped while a Watch was at his or her post. It was one thing for Tirek to escape while I was gone, but I have allowed Tartarus’ number one inmate to go free--”

“Sir Watch!” The deep bell of Celestia’s voice stilled his tumbling litany of shame. With an incredulous look she lowered her head to meet his eyes directly.

“Yes, your highness?”

“What is your duty?”

He frowned. “To guard Tartarus and prevent its inmates from leaving until you say otherwise.”

“And who do you answer to?”

“You, your highness.”

“And who provides for the resources and logistics of this prison?”

“You, your highness.”

“And who makes the decisions regarding the function of this prison?”

“You, your highness.”

Celestia’s lips crept upward. “Then don’t you think that my decisions have a lot more to do with whether or not somepony might be able to pose as Royal Agents and perform a breakout of a maximum security prisoner?” she asked pointedly.

Vigilant Watch thought about it for a moment, and as he did his features brightened somewhat. “I… suppose that makes sense to me your highness,” he agreed, his voice holding less pain.

The Princess winked and looked back at the prison she had been inspecting. “Good… now, do try to keep up, Sir Watch. There is much to do, and I need your help.”

“All I’m saying is that maybe we should stay put and let them come to us,” Shining Armor argued patiently.

“Son, this position just ain’t defensible enough,” General Broadsword disputed, gesturing to the map. “We’re on a hill. If we were just going to stay put, either some mountains, or even a town--” He saw Cadence and Shining’s grimaces. “I know, I know, I’m not eager to turn Ponyville into a barricade either, and not just because of the military tribunal that would come right after. But this is not the place to fight an army about our size with no concern for its own mortality. Either we find a better place to dig in or we hit this Palderias hard while he’s gathering his might.”

Cadence sighed. “The latter should be the better option, but it’s really not.” She gestured in the air towards the east. “A good portion of our best magical might is overseas.” She pointed her hoof towards the southwest. “And another is in Tartarus, making sure Palderias is the only problem on our hooves.”

“We have Discord,” Spitfire remarked, earning some raised eyebrows. “Hey, I’m not big on trusting the guy, but you all said he and the giant bat-mantis aren’t cool with each other. I think that counts for something.”

“Ah can say he won’t backstab anypony again,” Applejack said, “if Ah’m any decent judge of character and all.”

“Good enough for me,” Shining said heavily, shrugging his shoulders. “Now, about that defensive position--”

“NO TIME!”

Everypony spun to the entrance, where they saw Rainbow Dash wheezing and gasping for breath. “They’re… he’s….”

Five heartbeats shot up, five guts squirmed, and five ponies bolted into the sunlight. “FORMATIONS!!! CODE RED!!!” Broadsword roared at such volume that he could have been mistaken for Princess Luna. “FORMATIONS ON THE DOUBLE!!!” War bells rang and thousands of military ponies scrambled from across the camp to the rim of their fortifications.

“Rainbow, how far away are they?!” Cadence demanded urgently, turning back to the tent entrance.

“Not… far….” the cyan pegasus managed, struggling to catch her breath--

*CLICK* *CLICK* *CLICK* *CLICK* *CLICK* *CLICK* *CLICK* *CLICK* *CLICK* *CLICK*

The Equestrians looked on with wide eyes to the horizon as it was lined with metal.

“Rainbow Dash, when you recover I need you to find a messenger and send them to Canterlot,” Cadence said wearily, facing the oncoming destruction with panicked pupils. “Tell them, ‘We have engaged Palderias.’”

It is now time, Palderias announced evenly from the other side of the plains to the two unicorns at his side. This is the battle that will either preserve or mortally wound sentiment.

“Quite!” Flim agreed, a touch too enthusiastically. “Today, your enemies stand here for their slaughter--!”

“And the news of their demise shall spread like wildfire across the kingdom!” Flam finished emphatically. The brothers began laughing maniacally; it was a behavior Palderias never understood (like laughter in general), but in this case he did not mind. Let them laugh all they wanted. They had provided him with the resources he needed for an army, and now it was up to him to slaughter the Equestrian Army and the war targets that he could sense amongst their numbers:

Princess Cadence, Prince Shining Armor, General Broadsword, Captain Spitfire, Rainbow Dash, Applejack, Pinkie Pie, and--

Discord.

Chapter 6

The Holy Felonian Empire.

A land of blight and unrestricted industry, and it occurred to the three travelers that this was more or less the world that Palderias sought to transform Equestria into if he had his way.

Princess Luna had summarized the Empire’s history on their way from Gryphonia: In ancient times, Kanines of many different breeds (including the Diamond Dogs) and Felonians lived side-by-side uneasily. The Kanines had their conflicts, but appreciated the values of loyalty and family within their packs. The Felonians, however, were stark individualists who got along with each other and their Kanine neighbors simply by not interacting whenever possible. Eventually, some Kanines formed city-states and the Felonians were forced to abide by their particular laws. And as with the other parts of the world, these states were eventually subjugated by the Beings until they were liberated by Celestia and Luna.

The city-states quickly returned to their normal order and the Felonians resigned themselves to it, until one amongst them rose to prominence. From the beginning of their history, a small percentage of Felonians have had a magical power known as the Knack, a trait similar to a cutie mark in which the individual was predisposed to a talent or skill set and could perform it masterfully, without effort. This one important Felonian possessed a Knack unheard of until that point: A Knack for leadership. When he spoke, the Felonians forgot their individualism and listened to him without question. His name was Longclaw, and he was both their prophet and their king.

Longclaw came with a message: The Felonians were the first-most creations of Sher the Flame and Alu the Shadow, the God and Goddess Cats who created everything through their sacred fornification. The world, therefore, was there for the Felonians to take and use as they saw fit. All animals, sentient or not, were there to be eaten if they saw fit. Longclaw himself was born directly of Sher and Alu and had been sent as their voice in a world defiled by decedent Equines and Kanines. A new nation was to be born out of fire and steel.

What followed was the first and largest example of genocide in the history of the world. The Felonians butchered (and in many cases devoured) the Kanines and took their land. Very few of the latter race survived and emigrated to Equestria and other lands. The Kingdom of Felonia was created overnight, and with several territorial conquests over the next year it was reformed as the Holy Felonian Empire, a military theocracy where every citizen was a member of their military, the Sacred Legions. Military industry was the only economy; the manifest destiny of the Felonians was the only society; the word of the Longclaw Emperors and the military command structure was the only law.

Truly, the opposite of Equestria, Luna had remarked at the time, quickly earning nods of agreement from Rarity and Fluttershy.

Though relations between Equestria and Gryphonia had soured in recent years, it was Felonia that was the Equestria’s true international nemesis (and by extension an enemy of Saddle Arabia and the Serene Zebra Republic as well). To Equines, Felonians were amoral monsters; to Felonians, Equines were degenerate cattle. Were it not for Celestia’s deterrent, the Eye of the Sun, a global war would have likely broken out centuries ago. Now, between Felonia, Gryphonia, and the temperamental Minotaur Kingdom (which changed its alliances every week it seemed), ponies typically stayed off of the eastern continent.

Felonians are the opposite of the Gryphons, Luna told them before departing. Never look them in the eye for an extended period of time. They’ll sense any insecurity inside of you and become… agitated.

Once again, Luna fired off her white smoke as they began their approach to the coast fortress below. This time there was no escort: Felonia had no air force, only anti-air ballistae. Not stopping at the checkpoint, however, would be a huge violation of international law and would likely provoke an incident.

Where the Gryphons had not reacted strongly to their visit, the Felonians immediately assembled into formations. Several hundred cat-shaped, alicorn-sized soldiers soldiers in full steel-plate body armor amassed around the designated clearing where the chariot landed, armed with either paw-held claw blades or spears. Rarity nervously jumped off the chariot to immediately help Fluttershy out of her harness, while Luna stepped forward to meet an approaching figure in somewhat more polished armor.

The Felonian removed its helmet, revealing orange and black fur and a pair of yellow slitted eyes. “I am Knight-Commander Frey of the 6th Sacred Legion,” came a testy feminine voice. “Identify yourselves immediately.”

“Princess Luna, Vice Queen of Equestria,” the Princess responded formally, then gestured to the others. “My retinue, Lady Rarity Belle, renowned seamstress and the former Element Bearer of Generosity, and Lady Fluttershy, expert beastmaster and the former Element Bearer of Kindness. Asleep in our vehicle is Princess Twilight Sparkle, Countess of the Everfree, heiress to the Crystal Empire, and the former Element Bearer of Magic.”

“And your intention in the Emperor’s lands, royal Equine?” Frey demanded immediately, a touch of scorn at the last word.

Luna breathed heavily through her nostrils. “We are passing through to the southern part of your continent. We have no interest in travelling in any part of Felonian territory beyond its coastal airspace.”

“For what purpose?” The Knight-Commander stepped forward, coming nearly nose to nose with the Princess. “Felonia has not been visited by a diarch of Equestria in three centuries. Why have you left your continent?”

“It is a private matter of the Crown!” the alicorn snorted at the sudden intrusion of her space. “In other words, none of your business!”

“The hell it isn’t my business!” Frey barked, causing Luna’s eyes to flash in outrage and her wings to unfurl threateningly. In response, the soldiers around them readied their weapons in retaliation.

“You dare threaten a Princess of Equestria?!” Luna shouted in fury.

The Felonian Commander’s fur stood up as if it were electrified, and from their crouched positions it was clear that the soldiers were similarly agitated. “Your rank means nothing here Equine! I was appointed to this checkpoint by the True Lord of the World--!”

There was a soft thump, and Frey and Luna turned to see Fluttershy prostrating herself on the ground.

“I’m so sorry if we have offended you, Miss Frey!” she apologized at just enough volume to be heard by the two larger figures. “We’re on a very important mission and our friend Twilight’s life depends on it, so we’ve been desperate to keep going! Please, forgive us for being insensitive to your culture!”

Everypony and everyfeline stared at the pegasus in shocked silence. Luna’s already elevated heartbeat sped up in panic. Oh Fluttershy, what have you done?! Never show weakness to a Felonian--!

Her train of thought was interrupted by a snarl. “Listen flying horse!” the Knight-Commander roared, her claws jabbing sharply at the pegasus. “This is the Holy Felonian Empire, not your precious Equestria! We don’t just simply ‘forgive and forget’ or whatever perverse behavior you creatures indulge in! We are a righteous people and will not simply ignore--!”

The large cat stopped, making a choking noise that sounded like something was caught in her throat. She took a half step back, eyes wide and pupils shrinking to slits, as Fluttershy rose slowly to her hooves in front of her with steady legs and an unsettlingly direct gaze.

“This is not the time for posturing or getting caught up in misunderstandings,” Fluttershy said firmly, her wings spreading slightly as she looked directly into Frey’s eyes. “We don’t know the right way to speak to you, but that’s not weakness, that’s just ignorance.” She shot a glance at Luna, who swallowed the insulted exclamation she had been about to utter.

Standing as tall as she could, her wings now spread wide, Fluttershy took a step toward Frey. “Ignorance that I hope you will excuse, so that one day we can learn to do better. For now, this is the truth: what we are doing is vital to everypony... everyone’s safety, in Equestria and elsewhere. It is a matter of grave import, and may keep war from claiming every land, not just ours.”

“We do not fear war!” Frey snarled, though she looked at Fluttershy with a mixture of trepidation and shrewd thought. “We are trained almost from birth to fight!”

“But you don’t fight unless you need to, or unless honor is at stake, right?” Fluttershy asked, her eyes still intent on Frey’s. “This is not a point of honor. We mean you no harm or insult. But we must be allowed to pass, for all our sakes.” Though she trembled visibly now, she took another step forward, just inside the reach of the Knight-Captain’s claws.

The soldiers behind Frey bristled, ready to assist at the slightest provocation. Luna carefully took a long breath in, marshalling her will... then gaped in surprise as Frey sent the troops back with a dismissive gesture.

“Perhaps I was... improper in my diplomatic conduct," Frey growled, her ears back as she wrestled out the words. "For that, I extend my..." her eyes flicked to Luna, who had the wits to look down and away. "...apologies," she spat out at last.

The mares sighed in relief, unable to help themselves. Fluttershy, it appears Faust has blessed you in a most unique manner, Luna thought to her.

Looking back at Frey, she remembered her court manners as she spoke. “Indeed, fair Fluttershy has made it clear that this meeting was not handled well, and I apologize as well for my part in the affair.”

She cleared her throat. “We are travelling south in order to seek out medical assistance for Princess Twilight that we cannot obtain on our continent. For diplomatic reasons, I humbly ask you to not force me to divulge the identity of those we are seeking out.”

Frey ground her fangs. “No, of course not,” she hissed, drawing her claws and shakily running them through the fur on the back of her head. “Royal Equine, on behalf of Emperor Longclaw the Ninth, King of the Felonians, Heir of Flame and Shadow, Master of the East, and True Lord of the World, I give you and your companions permission to travel south along our coastal airspace to the borders of Saddle Arabia. You shall fly straight there and refrain from ANY deviations. Failure to comply will be considered a hostile intrusion into His Majesty’s lands.”

Luna nodded stoically. “Thank you. We shall depart immediately.”

“That would be best.”

Rarity quickly helped Fluttershy and Luna into their harnesses, and the chariot was soon driven around and up in the air towards the south. The three remained quiet for a while, and during that time the only sounds they heard were the lapping waves, the air around them, and the creaking of ballistae being pointed at them. Finally, when they were well past the checkpoint, everypony breathed more freely.

“Thank Faust!” Rarity sighed dramatically. “I thought we were goners back there!”

“So did I!” said Luna, turning to Fluttershy. “Your actions were quite… unconventional, fair Fluttershy.”

The pegasus blushed. “I’m sorry if I was out of line! I just couldn’t help myself--”

“No one is complaining Fluttershy,” Luna interrupted with a chuckle, “though it could have easily gone the other way. Again, we were quite lucky… and can only hope that the rest of our route is so fortunate.”

As the adrenalin from dealing with the cats faded, Rarity sighed in relief and relaxed ever so slightly. That momentary chink in her mental armor let her catch a glimpse of two things she had been diligently trying not to think about during the entire journey.

One was the feeling of impending death that the long flights and interactions with predators had instilled in her. That was most certainly still present, though ebbing. The other was the tension still present in her heart and mind about Fluttershy, and everything that had gone on between them.

As she brought both of these fears into focus, her breath caught and her eyes widened. In her mind she had unconsciously assigned each thought a sort of weight and substance… and when she saw them side by side, her grievances with Fluttershy seemed so very, very small.

Her eyes strayed to the pegasus in question, and with a sudden effort of will she stifled a sob that came from deep inside her. A wave of images flashed through her mind: all the letters of apology, the shining eyes that so begged for absolution, the genuine sorrow that drove the painfully shy mare to keep trying, again and again, in spite of how cold Rarity had been to her.

And under it all, the thing that drove her to continue, that had made it possible for Amber Dawn to seduce her into wrongdoing, and that after too long she was finally letting herself see: the deep and abiding affection, the devotion and compassion, and the love that Fluttershy offered her freely, not needing - though certainly desiring - anything in return.

But she hurt me! She used me! the angry part of her mind retorted.

She made a mistake. You can’t expect somepony to be perfect, not even yourself, the wiser part of her answered.

Plus she’s totally hot, her hormones added, earning both an eyeroll and a blush.

And if you won’t risk pain, you’ll never be able to love, her poetic heart murmured quietly.

At that moment Fluttershy turned to look at her, a small, tentative smile on her face. To her own surprise, she found herself smiling back.

Two great armies faced each other across the plains east of Ponyville, separated only by about a hundred yards of empty land. On one side, the Equestrian Royal Army of ten thousand, consisting of all three races and both genders, their backs to a couple of hills where their commanders stood solemnly. On the other, rows upon rows of identical mantis-shaped machines, deathly still save for the occasional twitch of a pincer or the click of a gear. Their leader was nowhere in sight….

Equestrian soldiers, the deep, emotionless voice of Palderias boomed out across the minds of the ponies gathered, some jumping from the effect. You have gathered under the order of your superiors to face my drones with little to no hesitation. I commend your obedience to a higher power.

Shining Armor, Cadence, Spitfire, Broadsword, Rainbow Dash, Pinkie Pie, and Applejack shared a look, their confusion evident in their expressions.

However, your inevitable cessation, should you fight my drones, is unnecessary. My forces have no fear and their existence is completely replaceable. You cannot be repaired beyond death. If you are to give away your lives, should your sacrifice not have value?

I have been given a title by your superiors. They call me “The Heretical Inventor,” and only partly because of my talents with engineering. They loath me because I espouse a simple idea that they cannot tolerate. It is the idea that everypony’s most treasured emotions are no more than mere biochemical reactions. I have proposed, essentially, that there is no higher state of being, that there is only the mundane. No matter how intense your sentiments are, they are just that: sentiments.

The authority of your superiors is predicated on the conceit that such sentiments like love and friendship are transcendent, that family and comradery have more value than practical benefits, that you can be something more than your own self-interest. The latter is their greatest lie, one which they have gone to great lengths to reinforce in your culture. Soldiers of Equestria, consider this question, no matter how uncomfortable it may be: Do you maintain emotional bonds for the sake of others or for your own?

If your conclusion is the latter, I suggest this alternative: Abandon these deceitful leaders, return to the ones that you love, and realize that this love is fundamentally selfish. Ignore the cries of cowardice, for this too is sentiment. A timberwolf that flees a hydra is not a coward, but rather a survivor that evolution smiles upon. Ignore this suggestion and die here if you wish, but know that you will accomplish nothing. Sacrifice is not transcendent, and survival is not only prudent, but necessary for the continuation of your kind.

An uneasy silence blanketed the battlefield. Out of the corner of her eye, Rainbow Dash could see Pinkie’s mane partially deflate. Turning the other way, she saw Applejack’s mouth open and close, as if she was about to retort but couldn’t find the right words. Broadsword grit his teeth, and Spitfire glared at the enemy army with smoldering eyes. But the worst of all was Cadence: From her shocked expression and haunted eyes, it seemed that Palderias’ words had somehow gotten to her.

Mother of Celestia! Rainbow exclaimed inside her head. Did he just… do that to Cadence? We are so bucked. Buck buck buck buck--!

Her mental panic was interrupted by a loud snarl and the sound of teleportation. Shining Armor appeared before the frontlines, his frustration quickly slipping away into his normal bravado. “How are we doing today Equestria?” he called out to the army. When only a few muttered their replies, he shouted, “I said, HOW ARE WE DOING TODAY?!”

“ORAH! ORAH!” the soldiers cried, their eyes lighting up at the traditional cheer.

He grinned in satisfaction. “That’s more like it! Now, I don’t have to tell you that the motherbucker across the way is a huge windbag and that whole ‘speech’,” he said with a disdainful sneer, “was likely the biggest pile of bullshit you’ve ever heard, and then some!”

A smattering of laughs and applause broke out. “Thank you. But just for the hell of it, I’m gonna play Discord’s Advocate here.

“Let’s pretend for a moment. Let’s entertain this notion that our feelings are an illusion. We’re experiencing these ‘biochemical reactions’, but they don’t really mean anything other than it’s time to eat or buck, right? So, if that’s the case, anything we do, based on ‘biochemical reactions,’ isn’t going to have any meaning, right? That’s clearly the argument from Mr. Bat-Mantis, and he does a nice job making himself sound convincing. After all, if you start hearing voices and it’s not that motherbucker, you should probably see a doctor.”

More laughter came as he continued, along with a distinct lessening of tension. “But you know what? He’s still wrong and I’ll tell you why: Even if we’re just acting on preprogrammed instincts and Harmony’s not real, our choices still matter!” He pointed at Cadence on the hill.

“Every morning I wake up and choose to uphold the marriage vows I made to my wife! And even though there are a lot of perfectly good biochemical reactions that would make me feel good whether I do or don’t, I like to think it matters that I’ve stood by your Princess to this day! All of you make similar choices too!”

His horn glowed, magnifying his already thundering voice until it carried across the hills, touching every ear and quickening the ponies’ blood. Sweeping his hoof across them, he seemed to point one by one at the mares and stallions before him. “So what if you have selfish desires and they happen to get fulfilled? You’re here, right now, to do a very unselfish act by putting your life on the line for the safety of ponies you will never meet! That’s a pretty bucking significant choice, don’t you think?”

“ORAH!”

“Soldiers of Equestria, Palderias just gave you a suggestion, but I have one of my own!” Shining spun around towards the drones, his horn blazing as he prepared to shield everypony he could. “I say we show these soulless metal buckers what it means to have bonds at all!”

Fanatical warcries resounded across the plains. Rainbow Dash could not help but join them, and the same was true for the ponies around them. That included Cadence, who had gone from shocked and depressed to tearfully inspired by her husband’s speech. The pegasus could only assume that leadership ran in Twilight’s family, because Shining was every bit the inspirer that Twilight was.

So be it, Palderias’ voice pronounced in finality, and the drones all began clicking their pincers wildly, soon marching rapidly at the pony forces.

“ALL READY!” Shining ordered. Everypony leaped into the battle stances. “Mages, take aim!” The unicorns charged their horns and marked their targets. “Ready… set… FIRE!”

A flurry of magic energy bolts, all the colors of the visible spectrum, were launched at the machines. The approaching front ranks were immediately decimated, though predictably this did not slow their advance in the slightest.

“Again!” the Prince shouted. “Ready… set… FIRE!” More drones were knocked to the ground as the second bank of unicorns loosed their magic; on the opposite field, a few piles of scrap metal were now visible.

“Lancers, on the ready!”

Several rows of Earth pony knights lowered their lances. “CHARGE!” Shining roared, and the knights answered him with their own battle cries, breaking into a gallop as they rushed to meet their opponents. Within seconds the two lines met, and the Equestrian forces easily plowed through the drones. “Everypony! Reinforce!”

The supporting rows starting running forward as well to catch up with the knights, taking down drone stragglers as they came. Rainbow and Spitfire joined them with the pegasus air support, ready to attack on a moment’s notice with blades and tornados. For a moment, it seemed like they would not be needed.

And then the heavy drones appeared, tunneling out of the ground.

Everypony saw it, a clump of the knights sent flying into the air, then another two clumps. In the new clearings each were large drones in the shape of spiders. They were each the size of a manticore, covered in heavy plating, and each sported two arms with large mirrors attached to them. It quickly became apparent what the mirrors were for when some unicorn shot off a bolt, only for it to be reflected away by one of the mirrors.

Shining Armor set his jaw. “Well, nopony said it was going to be easy,” he muttered.

Industry. Industry everywhere.

Somehow in the time that Twilight had been asleep, Palderias had converted Appleloosa and the surrounding lands into a massive manufacturing sprawl. Log houses were now concrete factories; mountains and hills were mines; the once orange skies were completely obscured by smoke and other vapors.

As she walked through the complex, Twilight saw that the ponies too had been changed. Many were malnourished, and all of them has a look of desperation and hostility. There was no harmony to be found here, and friendship was in short supply.

And this is only the beginning.

The alicorn spun around to see the giant bat-mantis looming behind her. "Palderias," she sneered, her voice oozing with contempt. Her horn flashed and the Spear of Death instantly appeared in her right hoof. "Prepare to die for your crimes!"

The Being cocked his head to the side. If you must.

With a scream of fury and hatred, Twilight jabbed the Spear straight at Palderias' abdomen... and watched as it shattered in her grasp. As quickly as it did, the dark magic light within her evaporated. "But... but...."

Palderias glanced at the metal and wood shards. Once again, your words exceed your ability.

"Monster!" she snarled, backing away. Her eyes again filled up with green and red light and leaked purple vapor, while her horn was surrounded by purple, black, and green energies. She fired her dark magic, which the Being immediately blocked with his large pincers. It did not last long, the Spear having drained much of her energy beforehand in what she had thought to be a meaningful investment. When the magic ceased they both found that his pincers were lightly warmed and nothing more.

This was also anticipated, yet still intriguing, Palderias remarked, examining his front limbs. You have been described as the moral apex of your civilization and yet in a situation of survival you have elected to utilize “dark magic.” You ponies would describe this as hypocrisy, but I welcome it. Practicality triumphs over sentiment once again.

“That’s very important to you, huh?” said Twilight raggedly, setting aside her hatred for the simple reason that she was tired and out of ideas. “Why?”

Palderias cocked his head again, then squatted down. My explanation requires a story, though fortunately it is a simple one to tell.

Twilight sat, still glaring at the Being.

As your leader Celestia probably informed you, my species, which you call “Beings,” came into existence at the beginning of this world. We do not fully understand the cause or reason for our existence, only that we were not born in the same way mortal species like ponies are, and that there is a finite number of our kind. Yet somehow, that did not prevent us from engaging in the same petty behaviors that I would expect from young Equines.

Twilight almost responded, but on remembering the Cutie Mark Crusaders and their nemesis, Diamond Tiara, decided to remain silent.

From the beginning of my existence, I was intrigued by the fundamentals of creation. Put simply, I took things apart and put them back together He tilted his head, considering. Perhaps you would have called me a tinker, which in the end is essentially a prototype of an inventor. This activity, however, was not approved of by my kind.

Twilight regarded him disdainfully. “You were bullied. All of this, the terrifying Heretical Inventor and his army of soulless drones, the vendetta against sentiment and the enslavement of ponies… is because you were bullied.” She clapped her hooves sarcastically. “Well done.”

Palderias did not react to her scorn. At the time, I was not at the same level of raw might as I am today, nor was I devoid of sentiment either. Thus, as you put it, I was “bullied” and suffered as a young colt would suffer, though perhaps with a great deal more physical pain due to the powers of my enemies. This continued for many years and each day I was the “loser” and my work suffered. Even Discord at a few points took advantage of my weakness, though his cruelty was not on par with the others.

Eventually, I reached a point where my situation revealed an evolutionary ultimatum. I could remain weak and continue to suffer, or I could shed my weakness and end my suffering. In my studies, I found that children in a similar situation to my own who did not share information about their emotional suffering, despite valid reasons to do so, were less likely to be targeted by “bullies.” This phenomena was partly universal to all age groups, and there was a clear correlation between obvious emotional states and enemy hostility. I tested my theory: I began suppressing my emotions.

My success was almost immediate. The Beings who were my “bullies” did not gain the stimulus they desired despite still having greater physical and magical might, and eventually concluded that their efforts were in vain. However, they did not always discontinue their efforts, and whenever they caught me in an emotionally vulnerable state it encouraged more of their behavior. Suppression was insufficient. Sentiments were a clear liability. So I began to explore methods of reducing my capacity for sentiment, or what mortals would describe poetically as “cutting out one’s own heart.”

Now Twilight could not help but feel something for Palderias, a hoof reaching up to cover her mouth in horror. “You didn’t.”

I did, and have had no regrets since, though perhaps it is because I have reduced my capacity for regret. As you can imagine, it is not an easy process, reducing one's own emotional bandwidth to the point of nonexistence. The “heart,” as you call it, resists. However, through neural treatment and meditative technique I have all but completely erased my capacity for sentiment. The remainder is somehow beyond my ability to outright remove, but is imperceptible when I apply my mental discipline. And that mental discipline is more than sufficient, as my cognitive ability has increased in direct proportion to my decrease in emotional capacity. In turn, my cognitive ability has allowed me to increase my magical ability. Eventually, my “bullies” ceased their efforts because they were both unable to provoke an emotional response and, eventually, found themselves unable to overcome my newfound personal might.

With this result, I had all the data I needed to conclude that sentiment was an affliction of some sort that afflicted all sentient species. With this in mind, the clear deduction was that creation itself, which produces such damaged life naturally, is an inherently suboptimal system.

He turned, slowly, to regard Twilight, his gaze traveling over her as he judged her own worth in such a world. However, any system, no matter how vast, can be corrected with sufficient knowledge and power. Ergo, it was reasonable to conclude that I alone, having overcome the flaw of sentiment, had the means of instituting this correction. And so it became my task.

“And hence your actions to this day,” the alicorn murmured, processing what she had heard uneasily. “There are a few things I don’t understand though. Why the greedy ponies? If you seek to remove sentiment, why institute greed?”

Palderias clicked a pincer. You are beginning to catch on, alicorn. The answer is thus: Ponies are more predisposed to sentiment than all other species. In fact, this is true to such a degree that it seems you are directly correlated with the systemic fault in creation. To remove sentiment from creatures who are so dependent on it, a form of therapy was necessary that would overcome this affinity. If I might put it more simply, I cannot cut out your hearts for you, so I have to make you loathe yourselves enough that you will do it for me.

Ignoring Twilight’s look of revulsion, he added, This method, however, has limited success so far and is a work in progress. I may need to apply it to other species and gather data for a revised method.

Resisting the strong urge to vomit, Twilight took in several deep breaths before facing Palderias again. “Another question then,” she managed through her disgust. “Why are you telling me this now? Why haven’t you just killed me already? Why didn’t you just kill me before?”

What would that accomplish? he replied. By letting you live, I have provoked regicide and government collapse in your nation while simultaneously forcing you to confront the futility of sentiment. Furthermore you, Princess Twilight Sparkle, are an intellectual individual like myself, so it is not entirely out of the question that you might accept reason over emotion and therefore become an ally in my efforts to optimize existence. I do not experience loneliness or desire companionship, but I am cognizant of the limitations of my intellect and the advantages of allies.

I am interested in your choice. Your friends and family are all now dead or turned to enemies. When principle was to be applied, you forsook it. You have nothing left to bind you to your “heart.” It is quite poetic: Do you have the courage to reject courage?

It was just as it had been with her first encounter with Palderias. All of the other villains she had faced to this point, save perhaps Amber Dawn, had relied on displays of power and violence to make their point. Only Amber had ever tried to validate her motives with reason, and even she eventually started talking past Twilight when it suited her. Palderias, however, was so comfortable in his logic (either through its strength, his lack of emotions, or both) that he was willing to simply sit here with an enemy without a care in the world and sell her his own unique brand of evil.

For the tiniest of a millisecond, she felt like the villain for being so hostile to him. Then she remembered everything he had done and felt like an idiot.

Still, she was at a fork in the road and had to make a choice. While the idea of cutting out her own heart was a nonstarter to her, even after all the heartache she had undergone… the heartache she had undergone did give her pause. This was compounded by the fact that what Palderias said was true: She had abandoned her principles when it mattered the most to uphold them. She would love anything not to feel the way she felt, and she could help but assign some legitimacy to the idea that emotions were more than inconvenient.

One thing, however, was indisputable about her opposition to Palderias, and that was his great arrogance. It didn’t matter if he had no emotions, it was still a very egotistical thing to believe that one had the right to rebuild all of creation according to one’s will. Harmony and goodness aside, Twilight was a scientist and as far as she was concerned, such an absolutist application of an ideology was an insult to what she stood for and what Palderias claimed to be.

“No,” she muttered, then repeated more forcefully, “No!” She faced the Being with newfound determination. “I may have failed, but that doesn’t make me a failure. And I won’t simply give up on my principles because I did not uphold them at the right time. I learn from my mistakes, and the first mistake I will acknowledge is that I came to you seeking vengeance.”

A sentiment as valid as any.

“I disagree. As a Princess of Equestria, my duty is to uphold justice. If I kill for my own sentiments, as you would put it,” she smiled crookedly at him, “then I will become just as bad as those I oppose, and then I would no longer be worthy of being called a Princess.”

She turned around, towards Canterlot. “I am going to stop Nightmare Moon now, and when I am good and ready I will return here after I have a chat with Discord.”

For justice?

She turned back slightly and regarded him with one eye. “Exactly.” And in a pink flash she was gone.

A fine start to the battle had quickly turned into a great big mess. Well, a mess is what Rainbow called it, but she knew that it wasn’t the best word for it. If Twilight or Rarity were here, they would have used something more fancy, like masacre.

In truth, very few ponies had actually died, just a lot of very injured ponies kept from the brink of death by healing magic. Still, the heavy drones were beating back the front lines of Equestrian knights, allowing the light drones that had been crushed so easily to push forward and attack the swordponies and battle mages. Both Broadsword and Spitfire were forced to take command of the army’s flanks, leaving Rainbow, Applejack, and Pinkie to assist Shining Armor and Cadence with leading the center column.

Seeing Cadence grimace as a heavy drone swatted aside a clump of knights, Rainbow flew down to right behind her right side. “Hey! Do you want to see if a Sonic Rainboom will flatten one of those big guys?”

Cadance was about to nod when her eyes lit up in inspiration.

“Do it,” she said quickly, “But make sure you fly right through the torus.”

“What’s a torus?”

“...the big pink donut shape you’ll see when you come down.”

“Donut shape, got it! Right through the middle!” Rainbow shot off into the sky.

Cadence turned on the spot and belted, “SHINING! TO ME!”

Shining Armor spun and trotted over to his spouse, the one pony with the potential to be more terrifying (to him) than an army of soulless war machines. “Y-yeah?” he asked, barely audible over all the noise.

Rolling her eyes, the alicorn grabbed him by the neck and pulled him closer so she could explain her plan without having to shout.

He looked at her incredulously as soon as she let go. “You want to collimate a Sonic Rainboom?”

“Yes.”

“That’s… bucking crazy.” His eyes narrowed as the idea settled into his mind. “...and I think I can do it.” He turned to her with a bright smile. “I love you, you insane mare!”

She giggled and turned back to the battle before them. “Save that for the bedroom sweetie!”

Above them, Rainbow Dash had just reached the edge of the stratosphere. Doing a barrel roll, she shot back towards the earth, perceivable from the ground only as a twinkle of prismatic light. From this altitude, she had more than enough distance to trigger her rainboom, but even then with her growing experience with the move it was now far easier to perform the maneuver. However, she knew that the point was to wait until she was right at the entrance of the torus.

At this, Shining Armor grit his teeth and focused his magic, projecting a massive shield hovering above and in front of himself. With some effort, he willed a large hole in the center, which was difficult in that his discipline was to avoid any holes or weak points in his wards. With a large enough opening, he forced the edge of the shape to wrap around and connect with the hole’s edge, a donut shape now fully formed.

Cadence regarded the torus with a smile and a glint in her eye. Allowing Shining to sustain the form with his magic, she took it in hers, ready to adjust its output. About this time, Rainbow reached the opening and released the greatly accumulated sonic drag around her. The rainbow light, reacting to the magic and geometry of the torus, initially released as a boom but reverted onto itself when it touched the form. Only just a moment after she was clear, the sonic rainboom was released not as a boom, but a beam.

With a mighty warcry, Cadence tilted the torus to direct the beam across the middle of the drone ranks, blasting the metal soldiers into colorful nothingness. Not a single one survived as the energy swept over it, for even the mirrors of the heavy drones merely shattered from the force of the beam.

It lasted only ten seconds, but in that seconds, a good several thousand drones were obliterated and their formations were thrown askew… even if only for a time.

“Yeah!” Rainbow shouted in approval, landing next to Shining and exchanging a satisfied hoof bump. Cadence trotted over to them, her face gleaming with the same triumph their own faces held--

Impressive.

Shining and Cadence felt the enthusiasm of the army plummet, and their own courage did not fare that much better. Turning around, they saw Palderias striding from them, exuding a dark green fiery aura that stifled the very air around them. Two knights immediately lost their cool and, despite their officers’ protest, charged him. And with clean movements, he impaled them both on his pincers. The royals struggled internally not to show their shock.

A weaponized multichroma photon beam is not an impossibility, the Being remarked, discarding the ponies from his body. However, it is still a considerable feat to improvise one from a multichroma sonic boom. Furthermore, you are to be commended for reducing my forces to the extent that you did.

With a deep breath, Cadence said, “You are very liberal in your praise of your enemies, Palderias.”

I give credit where credit is due. Perhaps if you learn to live without sentiment you won’t begrudge your opponents their credit. Indeed, you might find the concept of ‘enemies’ irrelevant, as I do. He stopped walking and gestured to the two ponies with his pincer. I do not consider you to be enemies, or at least in the same way that you consider me an enemy. I have neither benevolent or malevolent intentions towards you. To me, you either an obstacle or an asset. Though in your case, Princess Mi Amore Cadenza, you are one of the most significant obstacles in my path. You are the avatar of the most powerful sentiment of all, referred to as love. Truly the greatest delusion possible, the idea that two individuals can share their being through nothing more than shows of affection and cooperation.

“You may not believe in enemies, but you sure know how to make them,” Shining snorted.

“Took the words out of my mouth,” Cadence muttered.

His pincers clicked. As to be expected. At some point I am ultimately ignored or ridiculed. Such is the irony of creation, that I who am objective will be disregarded by those ruled by their base emotions. But that is of no consequence. You have already made your choice: You will die here, today, now.

Husband and wife nodded to each other and levitated off of the ground slight. They were surrounded by pink magic, which swirled around them as their horns glowed and sparkled. Soon, the energy gathered into a condensed sphere, and the moment their horns touched, it erupted into a concentrated beam straight at Palderias. He immediately raised his pincers to defend--

And the beam struck! Shining and Cadence could see it, as did Rainbow, Pinkie, Applejack, Broadsword, and Spitfire from their positions on the battlefield, and many of the soldiers as well. The beam of love magic was hitting Palderias and apparently it was burning his pincers, as opposed to no effect at all. “We did it!” Cadence gasped, holding her husband close as they continued to concentrate their will into the magic.

Hardly, Palderias retorted coolly. A shockwave of green magic emanated from him, ceasing the beam and causing all the ponies around him to stumble. He lowered his pincers and inspected the damage, which turned out to be very little beyond the burn marks. If you have not guessed yet, I spent the last one thousand years learning to adapt myself to magical energies and cancel out the effects of spells. With sufficient information, I can preemptively adapt myself to anything. Such magics as ‘love’ and ‘harmony’ however are things that I do not fully comprehend and thus prove to be minor irritations.

The royal couple swallowed at this but stood firm, though they could sense the growing despair of their comrades nearby. “A minor irritation will have to do!” Shining shouted loudly. “We will resist you every bit of strength we have!”

No, you will not. Palderias quickly raised a pincer and fired off a beam, knocking the two ponies away from each other to the ground. You will merely die, and you will die alone. No sentiment shall comfort you in your moments of oblivion.

With a scream of rage Rainbow Dash shot at the Being, the beginnings of another Sonic Rainboom forming around her. Again, Palderias responded with a quick energy attack, which was enough to send her spiralling away since she could not avert course to dodge. In the next moment, several cannon balls were flying towards him, a livid Pinkie Pie lining up more cannons still. Green fire incinerated the projectiles, casually dismissing them and the pony who had fired them. Applejack had broken into a gallop herself, yet seeing nopony’s attacks landing any damage stopped her in her tracks. The soldiers around her were petrified as well. What was this monster?

Palderias pointed his pincer at Cadence slowly, as if he was aiming. Hold very still, Princess Mi Amore Cadenza. I will end your existence with the least painful method I have at my disposal.

A green beam raced at her, yet it seemed so slow. This was it, she realized. Palderias was truly beyond anything ponykind had at their disposal, and now she was going to die. And not just her, but her Shining Armor, and all her other loved ones that had joined her here to protect their home, and the whole of Equestria and the nations beyond too. Please, don’t let it end like this! she cried out inside her head to nopony in particular, her body unable to move or voice her despair.

And then a figure suddenly appeared before her, and the green light winked out of existence.

Chapter 7

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Chapter 8

Discord stumbled back, panting heavily as he regarded Palderias with disgust. Unlike the ponies, his magic actually seemed to affect the other Being, yet nothing really had a long lasting effect. He could cook, crush, twist, warp, and smash Palderias, but the latter’s regeneration made any harm irrelevant. He had the same ability, so it quickly came down to a battle of endurance and he could safely assume that as the one with the greater magical potential, he had the advantage.

He was surprised and dismayed to realize that assumption was turning out to be wrong.

You have become weak, Discord, Palderias stated. You have embraced sentiment and lost your lethal instinct. Your raw magic potential has stagnated while mine has grown over time through discipline and the winnowing away of extraneous emotional ties. I now surpass you on all accounts, and at long last you will die.

“Hmph,” Discord grunted. “So confident all the time, so bucking sure of yourself!”

I have no reason to conceal my observations. Stand still as I remove the flesh from your bones, and I will make it as painless as possible--

A bolt of pink energy landed between the two Beings, and promptly created a large explosion. Palderias casually raised a pincer to protect his eyes. Prince Shining Armor, if you think this diversion will preserve the life of Discord, you are greatly mistaken.

“Buck you too!” several voices shouted back from behind the smoke and flying rock.

Cocking his head, Palderias began to move forward towards the life energies he could sense behind the smoke. As he did, he sensed a fainter one moving towards him from a slightly different direction. He swung his pincer, a gust of air revealing the new source.

A dusky red pony in armor hobbled over towards him, a rent in his side from one of the heavy drones. He pointed a broken lance at the Being, breathing heavily. Palderias watched him dispassionately; the fool had turned away from the freedom he had offered like the others, and that had sealed his fate.

The pony finally reached his enemy and promptly collapsed at his feet. After a moment he opened one purple eye, which roved about, seemingly unaware that he lay at the feet of Palderias. He coughed once, sending out a spray of blood that touched the Inventor's foot, then spoke.

"I just... wanted to see her... so she would know..." With a gurgle he fell silent, his eye falling half closed, and a moment later he moved no more.

Palderias stared at the body, still as an unpowered machine. The roar of battle around him receded as a memory rose, unbidden….

Clearly I must renew my meditation efforts.

He kicked the body away and turned his attention to the present. In one of his eyes there was a brief flash, but it was ruthlessly extinguished as he remotely ordered another phalanx of heavy drones into the fray.

Nothing would stand in the way of establishing order, least of all the dying words of one nameless pony and a stray memory fragment.

From a hill many kilometers away, Flim and Flam watched on as the battle continued to unfold.

“He seems to be losing his cool,” Flim remarked.

“Ah yes, though it is hard to perceive,” Flam agreed. “So much effort just to avoid doing what comes naturally to everypony. I wonder if he realizes how counterproductive it all is.”

Flim shrugged. “No matter. Brother, what does the probability device say?”

“Let’s see…” Flam pulled out a pocket watch and opened it. His eyes widened and he passed it to Flim, who had the same reaction. And looking to each other, they began to chuckle before bursting into a fit of uproarious laughter.

“So… retreat?” Applejack suggested, earning surprised remarks from the ponies and draconequus around him. “Oh, don’t give me that. Y’all are as freaked out as Ah am about that oversized rodent and his… oversized metal rodents!”

“I’m not sure that is entirely out of the question,” Cadence replied as she cast a spell of replenishment on Discord, reducing his exhaustion considerably.

Shining shook his head. “Same as before: If we go back to Canterlot with our tails tucked between our legs, ponies are going to hear about that. Panic would be guaranteed, and then the riots kick in--”

“But what are we supposed to do?!” Rainbow exclaimed. “We’ve thrown everything at him!”

Discord held up one claw, his eyes suddenly glinting. “Not quite everything, Rainbow Dash. Princess Cadence, you might want to save some of your magic.”

The pink alicorn frowned. “What exactly for… oh, I see.” She grinned slyly. “That’s more than a bit clever, Discord.”

Rainbow huffed. “Care to bring us into the loop?”

Pinkie Pie breathed in loudly and rambled, “They’re gonna combine their magic to defeat Paldy’s ‘cause Discord’s magic is both random enough and similar to Paldy’s to get through his adaptive defense but doesn’t have the damaging effect that Cady’s does because of her love magic so if you put them together you get something that he can’t defend against but to make it work the rest of us need to run interference so he doesn’t catch on and just kill us like he keeps saying he will really really ominously, RIGHT?!”

Everypony blinked rapidly save Discord, who shrugged happily. “Those are the hoofnotes, yes.”

Shining also smiled. “Well, sounds like have a plan!” he remarked. “Pinkie, cannons?”

The party pony rubbed her hooves together mischievously. “All the cannons. ALL. THE. CANNONS.”

“Good. Rainbow?”

“I think I can squeeze out one more Rainboom,” the pegasus answered, popping her neck. “If this wasn’t an emergency I’d take issue with using my signature move so casually.”

“Right. Applejack?”

The Earth Pony said nothing and just slammed her front right hoof into the ground, cracking the rock beneath severely.

“Perfect. Honey, are you going to be okay?”

“I was going to ask you the same question,” Cadence answered, drawing close and lightly nuzzling her husband. “But I think the worst thing that can come from Discord and I joining together is a certain somepony getting a little jealous.” She winked to emphasize her jest.

Shining blushed and chuckled lightly. “I’ll be okay. Alright everypony and everybeing,” Discord smirked, “let’s ambush Palderias.”

I know you are in this area, Palderias stated, looking around the corpse-littered debris as he continued to walk about. All six of you. No doubt an aura silencing spell was cast. I commend whichever royal performed it: Hiding a draconequus, an alicorn, and four ponies is no small feat. However, you will--

“Could you just shut up for a minute?!”

Shining Armor stepped out from behind a large rock. “Seriously, you were really ominous at first, but now it’s getting old!” he complained, charging a spell as he did.

If you think my speech is an intentional morale deterrent, you are greatly mistaken. But very well, I shall keep my observations to myself. He pointed his pincer at the unicorn and began charging his own energy beam. Die.

Not a second later than Palderias had spoken, a great many holes appeared in the hillside behind the Prince. Cannons poked through each one, along with a single pink pony with a remote control in her hand. Inside the inexplicably quickly carved-out bunker, the cannons fuses were rigged to a wire network. With a rather insane smile on her face, Pinkie Pie pressed the big red button and set off all the artillery simultaneously. About a hundred cannon balls hurtled at the Being.

At the same time, Applejack jumped into view from behind a clump of fallen drones. She slammed her front hooves into the ground and sent a great deal of debris flying. The rocks flew at Palderias from his right side, while the cannon fire came from the front.

More stalling tactics, the Being said, stopping his spell and holding up his pincers to shield himself. The incoming fire reached him, and though he would never admit it, it did sting. As soon as it was over, he lowered the pincers, only to reflexively bring them back up as a bright multichromatic flash flooded his senses. As he recovered, he turned around to see Rainbow Dash speeding past him: The pegasus had triggered a Sonic Rainboom in extra low altitude.

“Now!” He spun back to see Discord and Cadence right behind Shining Armor, her front hoof on his left arm. They were already channeling and releasing their magic around them, slowly beginning to meld auras and combine their energies--

Enough. A flash of green energy emanated from his black spheric eyes, instantly stunning everypony save Discord. The linked auras immediately destabilized, knocking the trio back to the hooves. My patience has expired, and so have your tricks.

A blue light flooded the battlefield. “Not quite, Palderias!” a familiar female voice retorted confidently.

Everypony looked up to see a vortex in the sky, and three shapes dropping down through it. As they drew closer, the three shapes turned out to be four ponies: Twilight, Luna, and Fluttershy, with Rarity holding tight around the latter.

“Twily!” Shining shouted in joy, waving his hooves at this sister.

“Twilight!” Pinkie and Cadence cried in happiness from their respective positions on the battlefield.

“Fluttershy!” rejoiced Discord.

“Thank Celestia!” Applejack sighed in relief, tipping her hat to the heavens.

Rainbow Dash shot by and joined the other flyers, trying hard to suppress her glee in favor of her normal bravado. “Long time no see!” she laughed. The mares all smiled gleefully at her.

The flyers immediately landed where their friends were assembling, facing Palderias resolutely. The Being glanced at each of the newcomers in turn before finally settling on Twilight. It appears either you received assistance or my analysis of your mental fortitude and discipline was inaccurate.

“A little of both,” Twilight jeered. “And now, you have to fight all of us.”

Irrelevant.

“I beg your pardon?”

I said, ‘irrelevant,’ Palderias repeated. As in, any combination of numbers, magical energies and spells, and/or tactics are irrelevant. He made a sweeping gesture to everypony facing him. You all have continuously misunderstood my advantage over you. It is not my powers as a Being, nor my ability to adapt to any magical phenomena, nor my talent with invention. My advantage is my intellect, uncorrupted by sentiment. I will remake this world and all those in it solely through the principle of that intellect.

“And what about your heart?” Twilight asked.

What of it? You know very well I discarded that defect a long time ago.

The alicorn sighed. “You know, when we first ‘fought’ and for awhile after, I thought that you were a lot different from the other villains I’ve faced. The whole bunch were pretty much ruled by their emotions, while you forsook emotion altogether. But I realized something that you do share with them, Palderias. All of you villains neglect your heart in some way. The most precious thing we have is not our capacity for thought, but our capacity to share our deepest thoughts with others. Villains like yourself, Nightmare Moon, and the old Discord-- no offense,” she said to the draconequus.

“None taken.”

“--fail to value your own heart,” Twilight concluded. “No, what really sets you apart from the others is that you deliberately destroyed that most precious thing you had. It doesn’t matter how many great inventions or discoveries we make if we can’t share the joy that comes from that with the ponies we care about. Trust me, I know from experience.”

She gestured at the Being behind her. “Discord here was like you once,” she added, smiling at him proudly. The draconequus smiled back in gratitude. “But he’s changed. I don’t need to ask, I can tell just by looking at him that he’s been here, opposing you despite whatever deep reservations he had before. Discord has come to value his own heart, Palderias, and it’s not too late for you. I know that somewhere, deep down in there, there has to be something salvageable--”

Dark green flames blasted up around Palderias, and the ground began to shake all beneath his feet. I will no longer tolerate these endless, illogical platitudes, he stated forcefully, though still lacking in any real emotive quality. A large green energy sphere appeared above his head and began drawing in the flames around him. Die, all of you, instantly.

The sphere hurtled at the group at startling speed, leaving the spell casters next to no time to throw up a shielding spell. Fortunately, Twilight’s many hours of sleep had not dulled her reaction times and she was able to create a protective bubble around her allies. Moments later, Cadence, Shining, and Luna added layers to the shield, while Rarity (inexperienced with such magic) transferred her own energies to the others.

“Discord, don’t do anything yet!” Twilight shouted over the sound of Palderias’ magic grinding against her own, seeing the draconequus about to snap his claws in the corner of her eye. He immediately stopped. “Fluttershy, Pinkie, Rainbow, Applejack, I need whoever among you who can to create a diversion! Cadence, Shining, Rarity, and Discord, we need to combine our magic!”

“We tried that earlier!” Cadence replied, struggling under the oppressive force of the sphere. “He didn’t give us time to meld our auras together!”

Twilight grinned. “Don’t worry, I’ll speed up the process. Give me just one second and we’ll be ready!”

You will stop resisting, Palderias demanded, charging up another sphere. A bit of irritation, or perhaps desperation, had begun to creep into his voice. You are only wasting my time and nothing more.

“Discord, when I count to three, make his spell go away!” Twilight instructed, blatantly ignoring the enemy Being. “Everypony else, do your thing! One!”

I have already made myself clear.

“Two!”

This is pointless.

“THREE!” With a snap of Discord’s claws, the attacking sphere vanished. The shields dropped. Applejack stomped the ground and sent another blast of rubble flying at Palderias. In its wake, Rainbow Dash and Fluttershy flew straight him. Pinkie Pie pulled out a howitzer and pointed it straight at the Being. Reflexively, Palderias disengaged his spell and swatted aside the rock, only to find the two pegasii clinging to his pincers and holding them closed with what strength they had. Before he could react to this, Pinkie fired the artillery, and he was forced to take the impact in the gut, though this only knocked the wind out of him.

When did you coordinate such a… of course, Princess Luna, he thought out loud, remember her propensity for telepathy. Right before he recovered and was about to knock them away, Fluttershy and Rainbow both let go and flew back from him. Palderias shook his head and looked ahead of him. Ah, I see.

A multichroma aura of pink, dark blue, and light blue, interlaced with erratic gold energies, surrounded Discord and the five ponies, the former resting his hands on Twilight and Cadence’s shoulders. “Palderias, we find you guilty of numerous severe crimes against Equestria!” Twilight proclaimed. “Foremost of your wicked deeds is the harm you have done to your own person! You have destroyed your heart and therefore any ability to understand the harm you have done to others! Therefore, we sentence you to experience that which you have robbed yourself of!”

...you cannot possibly be serious…

“We give you back your heart!” The aura swirled towards the center of the group and released as a beam, rocketing at Palderias and engulfing him with its light. The Being immediately clutched at his chest.

This… you… you monsters! YOU MONSTERS! he roared, suddenly filled with fury. YOU HYPOCRITICAL WASTES OF MATTER! YOU HAVE NO IDEA WHAT YOU HAVE DONE!

Palderias burst into green flame again, dispelling the energy beam and causing its casters to stumble a bit. Twilight immediately was worried that he could easily defend against their spell, but then she saw that this was something else entirely: Palderias himself was actually on fire this time.

“What the buck?!” Shining exclaimed, everypony else’ facial expression the same as his, a mix of confusion and horror as they watched a living person burn right before their eyes.

Did you honestly think I would let myself revert to an inferior state after so many centuries of effort?! Palderias snarled, his voice trembling with anger and pain. I placed this spell on myself eons ago, for this very scenario! I’d rather die this agonizing death than live a life of sentiment, and I will certainly not be reformed! You have won the battle, but I will win the war!

Discord rolled his eyes and snapped his claws. When nothing happened, he snapped them again, and again and again, but nothing changed. “Come on, come on!” he snarled at the offending digits with increasing desperation.

I keep telling you that it is futile, but you never listen, the other Being spat, straining not to writhe from the pain as his exoskeleton melted beneath the flames.

“And you always thought I’m the loopy one!” Discord snapped back, pointing furiously. “Look who is burning alive just to make a point that nopony agrees with! Is it so bad to actually feel something?”

Palderias nodded through the pain. Oh, but it is. To know weakness, to be subject to the torture of others, to desire another that will never return your affections….

Everypony stiffened at those words. “Palderias… you loved somepony?” Cadence asked in a small voice.

One of my kind and his, he gestured at Discord, a female by the name of Insomnia.

“INSOMNIA?!” Discord yelped. The others were surprised to see him outright horrified. “Palderias… she was the worst of us, the cruelest Being who ever lived! She was your worst enemy! How could you fall for her?!”

Palderias shook his head. Sentiment does not make sense. Just a bunch of damn biochemical reactions. There is no reason why I should fall for the foremost of my torturers, and yet I did. But you will still resent my choice, because how can you not, you slaves of sentiment….

And then everypony jumped as they heard… laughter. First, it was only a little, and then a lot. “Palderias... why are you laughing?” Twilight couldn’t help but ask.

The Being held up has rapidly disintegrating pincers in defeat. I do not know! he managed in between uncontrollable giggles. I just feel like it and can’t help myself! Heh heh heh… I’ve never understood laughter and yet even now I still don’t! How ironic, that I would end this way…

The last of the exoskeleton burned away, allowing the organs within to be easily consumed by the flames until the final ashes fell to the ground. With this, the flames died away, and ashes were all that remained of the Heretical Inventor.

“But that wasn’t even funny!” Pinkie complained.

For the next half hour, Shining Armor and Cadence were bombarded with reports from across the battlefield saying exactly the same thing: The drones had lost their sense of organization and acted on some sort of autopilot telling them to attack the closest non-drone. Without any organization, the Equestrian soldiers were having a much easier time, even with the heavy drones. General Broadsword and Captain Spitfire were handling the remainder of the fighting.

Another half hour later, the majority of the fighting had concluded. Two familiar bodies were brought before the Princesses and their friends by a squad of soldiers.

“Ah don’t have any love for these two, Ah really don’t,” Applejack said, “but that looks pretty bad, huh?”

She pointed at the corpses of the Flim-Flam brothers, each of which had their throats cut all the way around.

“I was hoping at least somepony would face justice,” Shining Armor huffed, “but I suppose I should be satisfied they won’t cause any more trouble. Take them away.”

The soldiers nodded and moved to remove the bodies, only for Princess Luna to step in front of them. The alicorn eyed the two bodies with suspicion. “Belay that order,” she stated simply.

Everypony glanced at each other. Shining raised his eyebrow and asked, “Is there something wrong?”

Wordlessly, Luna cast her magic upon the corpses, two thin beams striking their chests. Moments later, the corpses shuddered, increasingly violently until they began to shift wildy, morphing into squirming masses of black liquid with the distorted faces. No, they were not even faces, just lines in the ever-changing substance that suggested facial expression. Finally, the forms collapsed, the dirt beneath stained black.

It took awhile for everypony to close their jaws at what they had just seen.

“Those…” Applejack began slowly.

“Were not the Flim-Flam brothers,” Luna finished for her, the only composed pony of the bunch, those everypony could tell this was unsettling to some extent. “The real Flim-Flam brothers are likely to be up to their usual activities somewhere else, and when news reaches them that two imposters have been using their resources for the purpose of treason, I imagine they will be quite upset that their image has been tarnished more than it already is. Perhaps more than grateful as well when an official statement is released clearing them of all charges.”

“And, those aren’t... some obscure kind of Changelings?” Shining asked, receiving a nod.

Twilight examined the liquid more closely. “Then what are they? I have read of nothing like this.”

“Believe me, you really don’t want to know,” Discord stated gravely, sharing a knowing glance with Luna.

“After just learning about Palderias only a short while ago at the last minute and having to fight him, I really do,” Twilight retorted, albeit not unkindly.

Luna sighed. “Imagine a person that has damned itself so many times over that being held in Tartarus would be merciful, and the very virtue, or lack of thereof, of its existence has sentenced itself to exile from all creation. You would have a Voidling, which is what those two are. Why they are involved in all this, impersonating the Flim-Flam brothers and freeing one of Equestria’s greatest ancient threats? That, I haven’t the faintest idea.”

The air hung heavy, the silence ending only when Twilight muttered, “Ah.”

“So what now?” Cadence asked, slumping onto one of the cushions Rarity had conjured.

“Now we clean up the mess,” Luna answered, “and wait for my sister to arrive.”

“The former will do.”

Everypony turned to see Princess Celestia landing only a few yards away. “Celestia!” Twilight exclaimed, barely able to suppress her true delight. She galloped over and embraced her secret love, who responded in kind.

“Are you alright?” Celestia asked, concealing the extent of her own worry as best as she could. “I was told Palderias--”

“No permanent harm,” Twilight interrupted. “If anything I am glad. I got to fulfill a childhood dream, though not exactly how I expected.”

“Childhood dream?” the white alicorn repeated.

Luna joined them, wearing a strange expression of guilt. “I was forced to bring her to the Nagas.”

Celestia’s eyes widened immensely. “Is that right?” she laughed, clearly a nervous laugh. “Well, Twilight, I am glad you were in good… fangs.” She looked to Discord, but addressed the others. “And what has become of Palderias? I intercepted the messenger you just sent to Tartarus, but all he could say is that the battle was won.”

Before anypony could speak, Discord cleared his throat. “Palderias is dead, your highness. We all worked together to stop him and restore his ability to feel, but he opted to commit suicide instead. Apparently, so did his allies, which turned out to be a pair of Voidlings.” Celestia’s eyes widened in particular at this last statement.

“It’s all true, Tia,” Luna said.

Taking in the information, Celestia nodded and sighed deeply. “Well, not the ending to this affair that I was hoping for, but fortunate nonetheless. Shining Armor, how’s the battle?”

“The drones are no longer organized,” he reported, “so the soldiers are cleaning them up as we speak. The battle is good as over, so long as Cadence and I remain behind to ensure nothing unexpected happens.”

Celestia smiled slightly. “I leave that to the two of you,” she said. She then turned back to Discord. “Clearly you set aside your pride for the others. Thank you.”

Discord grinned coyly. “What can I say? It was for my friends--” The moment the words left his mouth, Fluttershy had enveloped his leg in a hug. He looked down in shock and gratitude, just as teary eyed as the buttercream pegasus who looked up at him. Right behind her, Rarity watched with her own warm smile, and the others couldn’t help but join her.

“As for the rest of you,” Celestia addressed the former Element Bearers, “I thank you for your courage and dedication. Equestria owes another great debt to you, and so do I. Please, return to Ponyville and rest. You deserve that much at the very least.” This was more than enough to remind the mares of their exhaustion and the ordeal of which they had taken part. “And as for you, Twilight,” she added, turning to her side, “when you rested, would you please join me in Canterlot?”

Do you even need to suggest it?! “Of course!” Twilight exclaimed cheerfully, trying to sound as innocent and transparent as everypony else thought she was.

“Good!” Celestia spun towards north. “Luna, I think it is best we go to Canterlot now and make sure everything is under control there. Do you agree?”

“Yes, sister.” The two alicorns walked past Twilight, and for just a moment the Princess of the Night flashed her a wink before they took off into the sky.

“So what now?” Rarity asked as Twilight’s friends converged together.

The purple mare shrugged and yawned. “I think Celestia has the right idea. Go back to Ponyville and get some sleep.”

“Aw, but I wanted to throw a big victory party!” Pinkie Pie protested. “The parade would have been the best ever!”

“I’m usually not one to ignore a celebration of my awesomeness,” Rainbow remarked, also yawning, “but I could also use some shut eye.”

Applejack scoffed. “Some shut eye? How about some cider first? On the house, alcoholic.”

“All the alcoholic?”

“All the alcoholic.”

After bidding adieu to her brother and sister-in-law, Twilight smiled to herself as they walked towards the main camp, where they hoped to find a chariot home. She couldn’t ask for much more: Applejack and Rainbow betting who could hold their liquor the longest; Pinkie Pie merrily bouncing up and down the entire time; Rarity and Fluttershy walking side-by-side with their tails intertwined; and Discord only a few feet behind, more content than Twilight had ever seen him.

The last few days had been a nightmare, but all was now right in the world again.

Author's Note

~~Epilogue coming a little later. Hope you have enjoyed this dark road.~~ :pinkiecrazy:

I have decided to conclude this story here, folks. Hope y'all have enjoyed! :twilightsmile: