Rotting Away

by Quillian Inkheart

Rating: mature
Tags: Princess Luna, Gore, Original Character, My Little Pony: Friendship is Magic, Other, Adventure, Tragedy, DJ P0N-3, Dark, Alternate Universe, Main 6
Length: 42251

"This is the recording of Princess Twilight Sparkle, graduated apprentice of Princess Celestia, Princess of Equestria and the once-bearer of the Element of Magic; and two days ago, the world began to end..."

A terrible magic plague spreads over Equestria, causing the dead to rise again as horrible abominations. Celestia is missing and terror is spreading, but Twilight, with the help of her friends, holds the remaining ponies together in defense against the oncoming horde.

But, as Equestrian life falls apart, it's morals devolve into a cruel struggle to survive. Hooves are stained with blood as violence spreads over the land. Madness rips the weak-willed to shreds and depression causes more than one casualty itself.

How can Equestria survive this hell?

☣Warning☣
"Oh! That Can't Be Helped! We're All Mad Here!"
-The Cheshire Cat / Louis Carol

This story is Grimdark and contains excessive gore, insanity, and the death of everything you know and love. Read at your own risk.

Published 2016-05-18 02:30:01 UTC
Last updated 2016-06-21 22:28:29 UTC

Chapter 1: Gathering Shadows

‘…Princess Celestia and I had heard a word of strange things happening in the town of Appleloosa; ponies vanishing, strange sickness, and odd sightings in the night. She called me to Canterlot and we both set off for the town in question. The ride was happy and uneventful, mostly spent between me and my mentor, talking about the events of the past few years and the progress of growth within Equestria.

When we arrived, we were greeted by an empty town. Dirt roads showed signs of some great struggle, but there was little left behind. Just tossed dirt and spattered spots of blood. When we searched the houses, we found nothing inside to tell us what had happened to the town. The search took less time than we'd imagined it would; nopony was anywhere to be found. Among the chaos, we found tracks leading out of the town and towards the apple orchard. Neither of us could’ve imagined what awaited us at the other end...’

Fluttershy returned silently, leading in the Cake family, though Twilight had expected Pinkie to return with them.

Lifting her head from her book, Twilight smiled a fake smile, greeting the Cakes with a polite nod. The children followed behind their parents, still very young, but older now and able to move with ease. Twilight picked herself up, starting to stretch her wings slightly as she moved towards the bakers. She twitched, feeling a pang of pain under her bandages, a reminder of her position in things. She drew back her broken wing, forcing herself to continue smiling to hide her pain. “Long time no see, Mister and Missus Cake.”

“It’s good to see you’ve returned safely from your trip. When you left in such a hurry, we were all very worried about you.” Mrs. Cake spoke up, seeming cheery despite the odd nature of the meeting. “Why are we here, might I ask?”

Twilight closed her eyes. “A storm is coming and I aim to save Ponyville from it.” Twilight kept her voice level, but when her eyes opened, they burned with the same intensity of Celestia; the burning eyes of a pony that had seen terrible, powerful things. Mrs. Cake’s eyes lost their cheer, facing down that stare. “I don’t want to say any more until I need to. But trust me when I say, Mrs. Cake, that we would be better retreating to Canterlot.”

Mrs. Cake gave a silent, worried look to her husband, who shared the look and then look over to Twilight, nodding in unison in understanding. After a few moments, Mr. and Mrs. Cake found a place to rest in the Library, waiting and caring for their children. As Twilight sat down to write, she felt a little nudge from a wing at her side.

“T-Twilight?” Fluttershy, meek as ever, had stayed in Twilight’s blind spot all that time. She’d almost forgotten she was there. “Pinkie… She went into the Everfree Forest to find Zecora. She asked me to get the Cakes. Should I go back out and find others?”

Twilight shook her head, smiling a bit. Fluttershy would be better here, keeping ponies calm. This was going smoothly, at least.

‘Celestia had shown signs of worry at the talk of strange happenings in the town, but now her eyes were transfixed on an invisible horizon, some point in the distant future I couldn’t see. When I looked into them - from my place by her side - I felt like they could burrow through a wall with their intensity alone. It had been a long time since I’d seen that look on her face; the last time had been when she was facing down Chrysalis herself. I opened my mouth to speak, but Celestia raised her voice first.

“Twilight… I don’t know what is happening here. But what I do know is it’s very serious. Should something happen, I’d like you to go to Canterlot. Find Cassius Blackhoof, and ask him about dark magic…” Hearing those words gave me pause. I felt a wave wash over me, one that Celestia had already felt, I imagine. It was like somepony opened the window to a cold night, except I could tell it was filled with malicious intent. I felt something radiating with a dark aura; pulsating with dark magic. I’d felt it before when dealing with King Sombra and his foul schemes.

I felt my gut twist, seizing up and bracing itself for trouble. We were about to come upon the very source of the evil…’

The door to the Library swung open, the Apple family heading in, Applejack and Big Mac leading Granny Smith and Applebloom. Applejack looked miserable, for obvious reasons. “We let Winona go. We knew she couldn’t come with us.” Applejack tipped her hat down as she spoke, covering her eyes. “I just hope she’ll be okay when we get back n’ all.”

Twilight shut her book, looking up to the family. She hadn’t told Applejack about what they’d found in Appleloosa yet. She didn’t want to, even though she knew she’d be forced to eventually. Nodding, she rose from her sitting position and walked over. “You did the right thing, Applejack. Winona is a smart dog; I’m sure she’ll be fine. We’ll all be leaving our pets, so maybe they can help one another along.” An un-bandaged wing passed over Applejack, hugging her faintly. “It’ll be okay…”

“I know, Twilight. Thanks.” There was a sniff from under the hat, but soon it was pulled up, showing a confident face, only slightly marked from tears. “Just wanted to drop off my family and then, I was thinkin’ a’ headed over to the east side a’ Ponyville with Rarity. See if I can’t be a help over there.” Twilight gave a soft nod to that, looking over to the other Apples.

All of them had saddlebags on, heads hung. Only Big Mac had his head up, looking over to Applejack as she left, shifting his gaze to the rest of the family afterwards. The sight was painful, but Twilight turned her head back to the book in front of her, opening it again. She needed to record this. All of this.

‘The source of the evil that overtook Appleloosa was hiding within the orchard. As we drew closer, I began to feel sick, not only from nerves but from the overwhelming power of evil, as well as the stench. It was a smell I’d never smelt before, foul and wrong. I wished it would go away, so I’d never need to smell it again. I wished a lot of things, but in retrospect, I should’ve wished for a lot more. For instance, I should’ve wished that what was happening at the time hadn’t been happening. An empty town with signs of violence, and on top of that, a town filled with Applejack’s - among my closest friend's - relatives. I suppose in the past few years, I’ve become too logical. I'd grown too complacent as well.

Wishes wouldn’t have changed anything, and I knew that. I won’t forget that smell now. Even here, miles away, it lingers in my mind and taunts me. I wish I’d known about it sooner. I wish…’

The next arrival was louder, lead by Rainbow Dash. Rainbow had undergone the most drastic change of the six, that was unquestionable. She still continued pursuing her dreams with the Wonderbolts; while they weren’t recruiting, Rainbow was at the top of the waiting list, after impressing Spitfire and the others time and time again.

In the meantime, her passion for danger had led her to defend Ponyville from the monsters of the Everfree Forest single-hoofed, a feat that impressed even Celestia. In the past few years, Rainbow had earned praise, scars, and humility, as well as a title as the strongest warrior in Ponyville, on top of the fastest flier in Equestria.

“Hey! Got four more!” Rainbow announced, followed by the ponies in question: Vinyl Scratch, Neon Lights, Derpy Hooves and Cheerilee. The three-headed on in, approaching Twilight quickly. Vinyl was the first to speak.

“Yo Twi, sup? What’s with all the talk of evacuations and stuff?” The pony had her glasses over her eyes and headphones on her neck, likely so she had more room in her saddlebags, which were packed to bursting. Twilight kept silent a moment, closing her book before replying.

“Some things are best left unsaid. But I will tell you this, I saw the danger with my own two eyes and I know it’s headed this way.” Vinyl had a straight face, while the other two adopted worried looks. Twilight offered a smile. “But it’s safe for now, which is why I’ve got plans in place to get you all out of here.”

A soft sigh rang out as relief washed over them all. The four moved on to join the others, Vinyl and Neon chatting about Canterlot. They moved to join the crowd at the back of the library, talking with one another about the state of affairs.

Rainbow shimmied closer, smiling a bit. “So, I brought Tank.” Rainbow opened her bag. “He can come as long as he pulls his own weight, right?”

Twilight bit the inside of her mouth. Rainbow had always been exceptionally close to Tank, more so than any of them with their own pets. She knew this had to be eating her up inside.

“I can’t agree to that, Rainbow Dash. You know that. It wouldn’t be fair to Applejack and the others. We’re all making sacrifices here, but I promise, Tank will be fine and we can come back once all this is over. I don’t think the monsters coming this way have any interest in animals.”

“You don’t think? Is that good enough, Twilight?” Rainbow looked to Tank, who stared back. “He’s my little buddy. I can’t just leave him here. Why don’t I just go take care of these monsters and we can all stay here?”

Twilight gave her head a rueful shake. “We’re vastly outnumbered, Rainbow Dash. And the nature of these creatures will make them difficult to fight here. We can only retreat, for now. Okay?”

Rainbow frowned but nodded. “Yeah, if you say so…” Rainbow pulled off her saddlebag and hefted Tank out. “You need to stay here, pal. I’ll be back, I promise.” Twilight felt her heart wrench, but there wasn’t anything she could do. She looked around the room to distract herself.

With this much noise, Spike would likely wake up soon. Twilight ignored the sound, turning to her book again, opening it to the page she’d left off on.

‘Wishes mean little in all this. They couldn’t change what we saw. Neither I nor Celestia had been ready for it. Among the trees were hundreds of them, roaming around with seemingly no purpose. Their eyes had a faint black, purple and green glow; it reminded me of the black magic I’d seen many times now. If it wasn’t for that strange glow, I wouldn’t have seen them at all. As I gazed down at them, I felt my heart pound in my chest and felt myself sweat.

That smell had been something I’d never hoped to smell. Celestia muttered a curse from beside me, under her breath. I’d never known the Princess to use that kind of language, but even she was horrified at what we were seeing. I just…'

Twilight lets out a groan as the door opened again, interrupting her train of thought. Pinkie Pie had returned, Zecora in tow. Twilight adopted a small smile when she spotted the zebra, rising to speak to her. “Zecora. I’m very glad Pinkie found you without trouble. I was worried you wouldn’t come.”

“Following orders is not usually my way. But, I made an exception on such a gloomy day.” The zebra bowed, showing her respect. “Princess Sparkle, it has been too long. Seeing you well fills my heart with song.” Lifting her head, Zecora walked further in. “I can only imagine things must be grim; for you never call me on only a whim. What would cause us to abandon our home, forcing us all into the world to roam?”

Twilight felt her throat tighten. What she had to say wasn’t something easily said. Looking to the others, she let out a low sigh and shook her head, whispering her response.

“I haven’t told anypony, Zecora. Right now, it would only cause panic we don’t need. But we can’t protect Ponyville from this and the forest would be little more than an annoyance for these… things.” Zecora looked genuinely surprised at that, peering to the other ponies with worry. Pinkie had moved into the group, laughing and spreading smiles, as she always did.

“Then this is a time of great woe…” She sighs, then trots inside, jars and vials in her saddlebags clinking together. “And if you say it is so, then away from here we must go…” She sounded so disheartened, Twilight nearly spoke up. But when her eyes fell to her book, she moved back to it, embracing her writing as a way to forget, to cope. Idle ponies were coming in now, the ones who were too slow to pack their belongings. Twilight kept them out of her mind and continued to write.

‘I just couldn’t believe what I was seeing. Down, among the trees, were ponies. Earth ponies, their bodies pale and lifeless. Chunks of their bodies had been torn off. They smelt of rotting flesh; shambling and groaning and crying out in meaningless, emotionless cries for something I couldn’t comprehend. They were dead but alive. The ponies of Appleloosa had become monsters. I hated to say it, but they had become zombies.

I had always believed they were just a work of fiction. Creatures made to chill the bones, but there they were before me, the trotting dead, moving between the apple trees. I saw animals, darting to and fro, stealing apples wherever they could and, to distract myself, I remember wondering why they were untouched.

I had trouble looking. I saw familiar faces from my time here. I felt a tear on my cheek. Celestia looked over to me, courage in her eyes. I felt sick to my stomach. I went to step forward and found the ground under my feet unstable.

I remember a falling sensation. I remember seeing Celestia reach her hoof out to mine. I remember trying to fly and being far too disoriented. I remember a brief half-second of pain as I hit the ground at the bottom of the slope, a sharp stab to the back of my head and a crushing sound as a falling rock landed on my wing. I remember screaming in pain and then blacking out.

I don’t know how long I was unconscious. It could have been a few minutes. It could have been an hour. All I knew was what woke me up; the sound of moaning. I lifted my head and immediately felt a throbbing pain in my forehead and wing. The pain made it obvious that I wouldn’t be flying. My vision was blurry but cleared quickly. What I saw stole my breath away.

Celestia stood between the hoard, urging them to stay back. Her horn shimmered with energy, but she was hesitant to throw it upon ponies she felt she had a chance of helping; her own subjects, who she cherished so much. And then there was me. She’d come down here to protect me. This was my fault. When I tried to stand, I felt the pain shoot up my wing and through my whole body. The rock was pinning my wing down, shifting the shattered bones when I moved too much. The pain was unbearable. Unable to focus to use my magic, I cried out and Celestia turned to me. She lifted the rock, tossing it aside, backing up towards me.

She asked if I was okay, panting and sweating. She looked injured. I barely knew anything about zombies. Spike, my assistant, was a bigger fan of those stories and I mostly heard what he told me. Ponies, raised from the dead by magic or a disease or something else, depending on the story you heard. The main point was when you were bitten, you became one. In some other cases, you would transform if you died at all, without head trauma.

As this shot through my head, Celestia urged me to my feet. She demanded I run. I told her I wouldn’t leave without her. She told me she would leave right behind me and make haste to Canterlot, but my skill with teleportation magic would help me get there faster than her when she was already this tired. We needed to warn the capital, now.

I could tell something was wrong with the Princess. She was just as skilled with magic as I was, so why couldn’t she teleport as well?

Tears blinded me and it wasn’t long before I was running. And running. And running. I ran like a coward while Celestia fought. I’m ashamed of myself, but my legs moved without my mind telling them to. I was so scared.

As I ran, I fought. I used my magic to destroy the creatures, telling myself they were no longer ponies, but those faces looked too familiar and the way they bled and fell terrified me. I fear I’ve crossed a threshold I can never return from. I came to Ponyville, hoping to gather my friends before going to Canterlot. My magic wouldn’t have gotten me much farther than here, either way.

Celestia watch over us in the days ahead. And may she be safe in Canterlot when I arrive. I will continue this journal as our journey continues. If you are reading this, please don’t forget Celestia. Don’t forget us. Don’t forget how things used to be. I fear in the coming days, harmony and amnesty will be tested and found lacking. But I may be wrong. I hope I’m wrong, for our sake.

- Twilight Sparkle, Element of Magic, Princess of Friendship

Author's Note

When I wrote this chapter, as well as the last one, I was tampering with the idea of shifting points of view. In my novel, the PoV changes in some chapters, from third person to first person and in a few stories, most notably Alexey Pehov's Chronicles of Siala series (a very good fantasy series, for those who are into that,) they use the shift of PoV to show a vision or dream.

Also, another interesting note; Zecora was set to be a main character at the time this chapter was written. However, that was before I realized how hard she was to write. :twilightsheepish: I mean, I suppose I could manage now, but back then, Zecora was a nightmare for me. All her lines felt forced and I really didn't like how she was turning out, so I regulated her to a background role.

Things are still rather mild at this point. Don't worry, they get grimdark very fast.

-Inkheart

Chapter 2: Escape and Encounter

Twilight shut the book, just after the last group returned. It was by far the largest. It started with Applejack and Rarity, leading in a large group, including Bon-Bon, Lyra Heartstrings, Colgate, Time Turner, Dinky Hooves, Derpy Hooves, Scootaloo, Sweetie Belle and the nurses and doctors from the hospital.

The Crusaders all joined one another, among their classmates, who’d all come in at one time or another with their parents. Cheerilee was playing her role as mediator nicely, keeping the peace among the children. The way things looked now, reminded Twilight of her first night in Ponyville, when the whole town had gathered for her party. It tied a knot in her throat, thinking that such a wonderful memory was linked to this event. Twilight stepped up the stairs, to the loft overlooking the center of the library. Looking over Ponyville, her home for so many years, Twilight drew in a small breath.

“As some of you know, I left recently to help Princess Celestia uncover the secrets of a shroud that fell over one of our towns.” Twilight started strong, but her eyes fell to Applejack. Performing a quick breathing exercise, she relaxed herself and braced for the next words. “The town of Appleloosa fell silent recently. Princess Celestia and I went to investigate.” Applejack’s eyes widened, terrified. The other Apples looked no less miserable at the uttering of those words.

“When we arrived, we found the entire settlement abandoned. There were signs of a large scale fight, spanning the entire town. Upon searching further, Princess Celestia and I discovered a pack of monsters responsible for the attack. We don’t know how many, if any, survived…” And there was the point that stopped her. Twilight’s voice caught and she choked a bit, trying to hold back her tears. She could see Applejack clearly, her and her family crumbling under the news. “But… I have hope that the resourceful ponies of Appleloosa are okay. They were a smart bunch and wouldn’t easily fall…

“The creatures will head this way next. I was ordered to return to Canterlot, but my magic would only take me to the Everfree Forest before I needed to rest. This meant I was free to stop and gather all of you. We will be taking the Friendship Express to Canterlot, where it’s safer.” She shook away all uncertainty, adopting the royal stature she’d spent years building up. “I will personally escort you all.” The crowd was muttering, worried and anxious, but they trusted the Princess’ decision.

Twilight nodded off the balcony to her friends, acquaintances and neighbors, turning to her assistant who rested beside her bed. Spike was still fast asleep, as hard to wake up as ever. Walking over, Twilight nudged him up.

“Spike. Spike, get up.” Twilight spoke softly, nudging Spike with her hoof. The baby dragon rolled in his small bed, but looked up to Twilight. He hadn’t grown much in the past two years, but the signs of draconic aging were clear. He was taller, less rounded and was growing into his body. He’d become greedier in the past year, but nothing Twilight couldn’t manage.

“Morning already?” He rubbed his eyes, stretching as he pulled himself up. After a brief pause, he looked out the window. “It’s way too dark to be morning. When did you get back, Twilight?” After another short pause, Spike noticed Twilight’s bandaged wing. “What happened? Are you okay?!” He hopped up, flaring with concern. Twilight couldn’t help but reflexively smile at his worry; her number one assistant, worried about her well being.

“Don’t worry about it, Spike. It’s not important right now. Get up and gather your things. We need to go.” Twilight turned, but smiled back at the dragon. “Everything will be fine. Everypony is coming with us.” She knew Spike would be fine; Twilight had only truly said that to calm herself. Spike was confused, but jumped up to start packing. Twilight trotted down the steps, and waded into the crowd of ponies, ponies who she’d come to know and love. “All right everypony; the train will wait, but don’t take too long. Be sure you have everything you need before you go. Worry about things that are urgently important and, above all, what you need to survive. Everypony should pack food and supplies for the trip.” She started out the door, waiting just outside. “Does everypony understand?”

A long silence lingered over the group as they crossed the deserted city. Pinkie Pie bounced alongside Fluttershy, trying to keep smiling as she peered over her friend’s mane at Sugarcube Corner. Applejack walked side by side with her family, huddled close to fight off worry about one another. They knew this storm would be a hard one to face, but they’d survive, like they always did.

Rarity looked over her shop, her life’s work, frowning slightly. She hoped it would be there, after all was said and done. Rainbow gazed over the whole town, her home away from home where she’d enjoyed her work and company. Cloudsdale was so very far away now, but Ponyville always held more tightly than there. Besides, Twilight had assured her, from the beginning, that Cloudsdale was safe, if only for now. Fluttershy turned her eyes to the forest. She was watching for the animals, stricken with worry and regret. She hadn’t gotten to say goodbye to all of them, after all. All the others gazed at their homes and places they held dear, wondering if they’d ever see it all again.

Twilight, leading the procession, stopped and looked back over the residents of Ponyville. And in them all, she saw a job well done. They had moved quickly, stocked themselves up and gotten to the train quicker than she’d planned. While this wasn’t the best situation, the ponies she loved had their health. That was what mattered, in the end.

The conductor had, naturally, already been warned of the situation and knew what needed to be done. While he didn’t know the whole story, he knew Ponyville needed to be evacuated to Canterlot, now. The train already had passengers on it, ponies who were simply trying to travel. Loading the town on only crowded the train further, packing it to uncomfortable levels as the locomotive started up, getting ready to head on its way.

The ride to Canterlot would be long, arduous and boring, but Twilight was just glad it was safe. She sighed as she walked to the caboose, wanting to be with her friends. They had been granted some extra space in the back cart, at Twilight's request. It made things more uncomfortable up front, but Twilight needed to bring them to speed on what was happening. They deserved to know. The car door opened and Twilight walked in, looking to her friends with a mixture of sadness and worry.

“Twilight!” Applejack’s voice made Twilight twitch. She rarely used that tone, unless she was being very serious or was seriously angry. And her posture made it impossible to tell which she was, right now. “Why didn’t you tell me about Appleloosa!? Why’d you keep that from me?” She was crying, only making Twilight's guilt worse. Applejack had been strong for her family, but now she had caved in, under the care of her friends.

“I didn’t want to worry you before everypony was there. It was better that you gathered everypony with a level head and not be stressed needlessly.” Twilight walked in, offering a hug for her friend. “I’m really sorry. I kept an eye out for Braeburn, but I didn’t see him anywhere…”
She sighed. Now was a good a time as any. “Which, considering what we’re up against, is a good thing.” Applejack leaned back from the hug, planting her hooves down properly.

“What do you mean by that, Twi? How is not seein’ somepony in the middle of a monster attack a good thing?” The others all stared at Twilight, sharing the confusion. Twilight glanced around, wanting to make sure Spike wasn’t in the room. She wasn’t in the mood for antics.

“When Celestia and I arrived at Appleloosa, the town was empty, yes. But the orchard had been overrun by…” She trails off, knowing the next part would sound crazy. “… Something close to zombies. The walking dead, certainly. It was a terrible thing to see.” The other girls draw back, gasping at the news. Applejack paled, looking as though she’d be sick. “This is why I’ve been keeping it a secret. Panic will spread like wildfire if ponies knew what we were up against. And I don’t even know that much about them, aside from the fact that they act loosely like zombies.” She frowned, shifting in place.

“Their bite is infectious, I bet, and we can assume it is always lethal. They can only be destroyed by complete annihilation, head trauma or…” Twilight trailed off. Equestria, for the most part, was a place of peace. Violence here was kept to a minimum and rarely ever was spoken of. And here she was, about to utter the word ‘decapitation’ to a room full of her friends. Silently, she shook her head, deciding to leave that bit out. “Anyway… If my memory serves, each story about zombies is different. Sometimes the cause of the disease is airborne. Sometimes it’s magical. Other times it’s only from being bitten. They seemed to be driven by some kind of dark magic, but I don’t know how the disease or spell is spread.

“And even worse, we don’t know how they work. There were many kinds of zombies in fictional media. Spike would say things about ‘Sprinters’ and ‘Screechers’ and other one-word names ending in ‘ers’. He’d even separate zombies that rely on sound from ones that smell blood. We don’t even know what this will do to Pegasi or Unicorns; only Earth Ponies… We have no idea what we’re up against here.” Twilight felt her gut twist, her nerves getting to her. “What I’m saying is, this is a worst case scenario. I feel like I'm flailing at air here, guessing at these monsters and what they can do.”

A pause lingered over the room. Applejack was looking just as pale as ever when she spoke. “T-Twi, you came back alone. What… h-happened to Princess Celestia?” Her fear was mirrored by the others, as they grasped the implication. Rarity looked like she was on the brink of fainting.

“We were separated. She said she would head to Canterlot after I ran away. I don’t know what happened to her…” Looking down, Twilight let her strong demeanor crumble. She was worried sick about Celestia and had been burying herself in planning and work to make herself forget. But now she couldn’t anymore. It was all there, out in the open and she couldn’t turn a blind eye from it now. “The Everfree Forest should slow them down. We can make it to Canterlot before the swarm and brace a defense. Perhaps send out rescue parties to the cities and build up a barrier to hold them off. Then we can-” Twilight blinked, feeling forelegs wrapped around her. All five had moved to hold her, and each other, for comfort.

“It's okay, Twilight.” Pinkie’s voice was easy to hear, even if she was blocked out by other ponies.

"Yeah, you'll figure this all out." Rainbow put in. She sounded confident and proud, as always. It was a bolstering thing, to hear her so strong.

“Thanks everypony.” Twilight leaned back from the group, smiling. She looked back to the door, letting out a little sigh. “I should get back to them. When I’m around, they feel safer. Calm, even.” The princess smiled back to her friends, who looked nervous, but confident at the same time; a contradiction if Twilight ever saw one. But she wasn’t upset with it at all. It was refreshing, as it had always been. She knew her friends well and, once things calmed down, they would become their avant-garde selves again.

Walking into the next cart over, Twilight nodded her head to those who bowed to her. As she moved through the cart, sounds assailed her from all sides. She heard well-wishes, thanks, a pony in the back of the cart coughing, fillies and colts running about, playing with one another. It was all so relaxing.

Turning her head, Twilight looked back over the cart, noticing a pony who hadn't been in Ponyville. She was a unicorn with a pale olive coat, a pale blue mane with silver streaks and persian blue eyes. Her cutie mark, three blue dollar signs, was mostly hidden by her torn outfit, which was clearly once of Canterlot design. Twilight had seen her before, but she couldn’t quite place where. She stared for a moment longer, lingering over her face.

She was covered in sweat and looked like she hadn’t slept in days. It made Twilight nervous, but she accepted it as a sick pony in dirty clothes. It’d be dealt with later. She turned, resting a hoof on the door to the next car, when a particularly violent coughing fit overtakes the unicorn. With her hacking and wheezing, Twilight couldn’t help but look back, just as another pony screamed.

Blood had splattered on the floor in front of the olive colored pony, her eyes faintly glassed over and her body lifting and falling in very shallow, weakened breaths. A wound was visible now on her upper flank, a large bite. Twilight’s heart sank.

“By Celestia, no…”

Decisive action was taken. Twilight rushed over, pushing the mare towards the cart with her friends, screaming for the others to clear a path. Once they reached the door, Twilight wasted no time pushing the other pony through, rushing through after her. “Girls! Get into the other cart! Now!”

Rarity gasped. “U-Upper Crust?” It flashed back to Twilight. She was a mare from Canterlot, who often had her nose in the clouds. She wasn’t a very kind pony, but still, this was nothing to wish on her.

“Rarity, Everypony, go! She’s been bitten! She must have been on the train before we got on.” The pause was lengthy, before it settled in. The other five made for the door, on Twilight’s orders, shutting the door and watched through the glass. They weren’t about to leave her all alone. Twilight charged her magic, placing her horn on the wound resting on Upper Crust’s flank. She tried her hardest to heal her, though healing magic wasn’t at all her specialty. It was so rarely needed in Equestria, after all.

Closing her eyes, she focused on Upper Crust’s heartbeat. She tried to help it along, but it was slowing. She strained and groaned and struggled with all her magical might; which made the moment Upper Crust’s heart stopped all the more painful. Twilight gasped, stepping back. She’d never seen a pony die before, nor had she ever hoped to see one remedy its position of lifelessness in a way like this.

Upper Crust pushed herself back up, her body shaking a bit at first before recovering itself. Her eyes glowed with the telltale colors of dark magic and she let out a low, irritable hiss. Her olive coat had adopted an oak green tint to it, the light from the caboose seeming to dim and fade into an eerie black. Twilight’s hind legs buckled. She fell into a sitting position, trembling all over as the reanimated unicorn finally reached its full height, horn glowing faintly with a black magical aura.

There was a brief moment of clarity. A point where Twilight could see her own demise; the creature sinking it’s teeth into her and her falling ill just like Upper Crust had been. She saw herself dying on the floor of a train. She saw herself rising up and attacking her friends; killing her friends. Her body tensed, everything happening faster than she could think. Her friends saw her freeze up as what was once Upper Crust started to move.

Before a hoof could be properly lifted, there was a flash of white light, radiating from Twilight’s eyes. Her friends stared in awed shock as Twilight levitated off the ground, eyes wide and mouth open, magic streaming over her body in a violent fit. All at once, the power burst forward, a torrent of magical energy directed at the creature that had been moving across the floor. For an instant, everypony saw the faint outline of what was once Upper Crust, wrapped in the glorious white light. When the light died down, Twilight was unconscious on the floor and the caboose had been neatly cut in half.

“W-What just happened?” Rainbow Dash pulled the door open as she spoke, darting in to put a hoof on her unconscious friend. “She’s alright.” With a sharp breath of her own, she turned and looked to the wreckage behind them. The train car had been seared clean off; a straight, sharp cut. It wasn’t destroyed; it was unmade, or perhaps disintegrated. Either way, there were no remains to speak of. Applejack leaned in beside Twilight, nudging her.

“Hey, Sugarcube. Rise n’ shine.” Applejack muttered, smiling a little as she did. Twilight groaned as she opened her eyes, her whole body aching. Her head felt like a wave, crashing against rocks. She could barely see, as Applejack and Rarity helped her up, supporting her as they lead her from the cart. All she could see was the tracks behind them, stretching on forever. She felt her stomach sink as she realized what happened; it had happened before, when Chrysalis had captured her friends. Only this time, she'd hit somepony.

Celestia had once said, she was a river of untapped magical power. As she gazed down the room, the door about to close, Twilight could visualize how it had looked before; Upper Crust, only moments away from tearing her limb from limb. She felt terrified. She felt miserable. And she also felt alive.

Chapter 3: The Undead Express

The news would be impossible to contain; a sick pony, being hauled off by the Princess, only to vanish, not to mention half of the caboose suddenly going missing. Twilight needed to make a choice, and she thought quickly to solve the problem. Entering the next cart, she peered over the concerned ponies, who all seemed slightly taken aback by the princess.

“Don’t worry. There was a monster, disguised as a pony, on the train.” She moved a little further in, feigning a relieved sigh. “I made sure she got off and won’t be a danger to us anymore.” The sigh, though fake, proved contagious and flowed through the crowd. “But she put up a fight and the train has taken some damage. So, please, avoid the caboose. It’s unsafe right now.” Twilight’s friends bundled together, Spike joining the group silently.

“I uh… Heard there was some trouble. Is everypony okay?” The dragon looked up to the others, who stayed silent, but nodded. Joining in the silence, Spike turned to watch Twilight as she left, noticing a difference in the way she was walking. She had a faint tremble over her body and she seemed uneasy. Spike went to support her, but Applejack put a hoof in his way, keeping him back.

“Give her some time, Spike. She ain’t too okay right now. I reckon she’ll want a bit of time to think.” Applejack slid Spike back a little, not looking from Twilight, until she’d vanished past the crowd and into the next car. “Did y’all see what I saw?”

“If by that, you mean Twilight completely destroying the caboose and a pony die, come back and try to kill us, then yeah, I saw it.” Rainbow Dash chimed in under her breath, moving to Applejack’s side. “Why?”

“Nah, I meant her face. Her eyes were dead, glassy. Twilight’s I mean, not the… Dead one.” She shifted in place nervously, keeping her voice low. “You think she’s okay? That can’t be an easy thing to do, even if she didn’t mean to do it.” Focusing her eyes back, Applejack looked to her friends. “We’ll talk to her once we’re all safe in Canterlot. Okay?” The group nodded, confident in each other and sure they could help Twilight back onto her feet from any danger. “She’s still our Twilight. Ain’t nothin’s changin’ that.”

Twilight continued through the train, stumbling over a lot of the Ponyville residents. Familiarity brought a kind of relaxation to Twilight’s heart, making her trembling slow to a stop.

She couldn’t believe what had just happened. Violence was never the way of Equestria, but what was she supposed to do? It was kill or be killed, a situation like nothing she’d ever seen before. These things had no reason, no mind of their own to drive them, only a cold, baseless instinct. Biting her lip, she continued to think, the world around her fading away as she considered possibilities; a bite had induced a fatal sickness, which caused transformation, so there was that bit of knowledge learned. How long was the incubation period? How long until the symptoms became fatal? Was it different per pony? Was this all hopeless? What could she do!?

“Yo, Twilight!” Twilight’s fatalism was interrupted by the familiar voice of Vinyl Scratch. The brightly colored mare grinned, glasses resting on her horn, leaving her eyes uncovered. “Hey, we’re good to go wherever we want when we get to Canterlot, right? Me and Neon wanna find Tavi.” Neon smiled as his oldest friend spoke, stepping closer to Twilight, putting him right beside Vinyl.

“She means Octavia, of course.” He grinned, laughing. “Not everypony knows our old nicknames, Vinyl.” Neon nudged his friend, who grinned back at him, tossing a hoof over his shoulders in a playful gesture.

“Anyway, we wanted to go hook up with Tavi. She was in Canterlot for a big concert. We couldn’t go before, but looks like plans cleared up.” She laughed so genuinely, not knowing that, only a few cars away, a pony had just died. In a way, their blissful ignorance helped Twilight’s mind ease up a little.

“I don’t see why not. You three won’t be vital to building up the defenses. Just be sure to bring her back once you finish, alright?” Twilight said, keeping calm. Vinyl laughed as she turned to Neon.

“You think she’ll be expecting us? We could drop in on her and bring the Princess along. That’d throw her for a loop! She’d stammer over her words like a baby!” Vinyl chuckled after her words, Neon joining her. He opened his mouth to talk, but simply shook his head and laughed harder for a few seconds.

“You’re horrible, Vinyl,” He chuckled through tears of laughter. “What’s next, more clowning around with hot sauce?”

Twilight left the two friends, noticing Lyra out of the corner of her eye. It was obvious the aqua equine wanted to speak to the others. Twilight had known for a while that Lyra had always looked up to Octavia. When she wasn’t with Bon-Bon or studying ancient mythological civilizations, Lyra enjoyed her music, practicing with the hopes of performing in Canterlot one day. Octavia was a musician who reached that goal with little effort, only a year after her graduation from Canterlot University.

Twilight offers the pony a smile, her horn glowing faintly. Lyra let out a little yelp as she was nudged into the conversation at hoof. The shyness melted away as the three talked, Twilight heading further up the train.

Derpy Hooves and Time Turner, or ‘Doc’ as ponies sometimes called him, had gravitated together, as they always seemed to do; close friends, even with so little in common. The two were silently looking out the windows, passing the time with silent company. Even Twilight needed to admit, sometimes in dark times, that was the best kind of company a pony could ask for. As Twilight watched, she saw Dinky Hooves, Derpy’s little filly, jump up beside her mother, squeezing between the two to look out over the landscape. Twilight felt like she was intruding, watching such touching sight, quietly moving on and leaving the three alone.

While Twilight was walking towards the next car, the Cutie Mark Crusaders came bustling out, chatting out what they would do in Canterlot. Applebloom, Scootaloo and Sweetie Belle still had yet to find their talents. Ever eager to learn about who they were, the three were still regular troublemakers around Ponyville, but never intentionally. Their resolve had been tested over and over, and yet they never gave up. Twilight was more than proud of the three.

Progress through the train was slow, but filled with sights like those: ponies coming together in a time of hardship. But Twilight knew that if they knew just how severe things were, ponies would start to crumble. She worried about the day when she’d need to tell them all the truth. As she walked, she started to hear shouts. It was the Mayor, pushing her way through from the front of the train.

“Princess Twilight! Twilight, please hurry! You need to see this!” As Twilight began to move, she heard gasps behind her, as ponies began to crowd to the windows. A sickening feeling settled in Twilight’s gut at this and she looked towards a window. Ponies moved aside to make room for the princess to see.

It was Canterlot, off in the distance, magical bursts striking here and there among flaming buildings. A dark-blue barrier shimmered over the inner ring of the city and the outer ring was in shambles. Blasts of blue and black energy, which Twilight recognized as Luna’s magic, crashed into the buildings, setting them ablaze.

“No. No no no no!” It took several moments for the images to settle in Twilight’s mind. She’d been too slow, and now Canterlot was under attack. And worst of all, the train would stop amidst the chaos! Hurrying back to her friends, Twilight passed all the ponies she’d just seen, seeing the world in a new, darker light. The CMC were being lead into a large group by Cheerilee, who was calming all the children as best as she could. Derpy and the Doctor were closer, eyes filled with worry, Dinky squished between them, staring at Canterlot with wide, uncomprehending eyes. Twilight had never seen an expression like that on Derpy’s face. Fear burned in her mismatched eyes and it made Twilight even more desperate.

She passed into the next car, and was immediately met with shouts. Vinyl, who only minutes before had been laughing, had discarded her glasses, tears streaming from her eyes as she cried, pounding on a window with her hooves. She was screaming for Octavia, begging her to be alright. Neon quietly placed a hoof on her back, while Lyra remained distant and silent now. Quietly, Twilight slipped past, hurrying towards her friends.

“You.” Twilight looked back towards Vinyl, who had turned her eyes on the alicorn princess. “This is all your fault!” Twilight’s blood froze in her veins. “You came to Ponyville! You stopped and rounded us up! You should’ve come here!” The white mare motioned to the window, at the burning capital. “I swear, if anything happened to Tavi, I’ll-” Neon stepped in, putting a hoof in front of his friend.

“Vinyl, stop it. Princess Twilight did everything in her power. She saved us all and now she’s going to do her best and try to save Canterlot.” He turned to her, lifting his glasses to gaze at her with confident, if scared, eyes. Twilight was trembling, paled and nervous.

Twilight had said her magic wouldn’t have gotten her far. But in truth, that was a delusion, nothing more than a self-deception. Twilight knew, deep down, that she could’ve made it to Canterlot. She could have skipped over Ponyville and warped to the capital, to Princess Luna, with the news about Appleloosa. But she had stopped on purpose, to save the ponies she knew and loved. What if this was her fault?

Lowering her head, Twilight turned to leave, heading towards the rear cars. Vinyl went to shout at her again, but Neon moved to calm her down. Twilight’s friends had retreated to the caboose, given the situation. They knew Twilight would want to speak with them. Heading through the last door, Twilight entered in to see her friends.

“The worst has happened. Canterlot is under attack. We need to get into that barrier, without stopping at the station. It’s outside the safety of the walls of magic.” Twilight was quick, to the point and sounded confident, even if she looked defeated. “I’m thinking that the only way would be a combined effort from all the unicorns on the train. We need to lift the train off the tracks and into the barrier. It’s the only way I can think of on such short notice.”

Chewing on her lip, Twilight looked out to the approaching battle, before the train ducked into a tunnel. Turning to her friends, she sighed. “I suggest we dislocate any cars we can. The less weight the better. Then, Everypony will need to work together to lift the train.”

“This is a good idea in theory…” Rarity spoke up, a quizzical look on her face. “But that’s a long way to carry something as heavy as a train. And with everything going on, there will be a lot of distractions. I don’t know if we can do it, Twilight.”

“We have to try, don’t we?” Rainbow Dash nudged Rarity as she spoke, grinning. “It’s the only thing we got right now. It’s our best shot, even if it’s a shot in the dark.” Rarity closed her eyes, thinking, and then nodded.

“You’re right. You’re absolutely right. Quickly, we don’t have time to waste. Everypony, inside.” As one, the ponies moved into the next car. Rarity stayed back a moment, in the space between the two cars, using her magic to dislodge the caboose from the rest of the train. As its speed dropped and it rolled off down the tracks, Rarity turned back into the packed cart. Twilight was already telling the ponies what needed to be done and to pass the message up the carts. All of her friends volunteered to move through the cars and announce the plan to every unicorn they could find. Twilight took this time now to teleport out of the back of the train, warping to the front. Once she was up to the engineer, - an earth pony named Full Steam - she explained the plan to him. With a nervous nod, he agreed. The other pony in the car, All Aboard, the conductor, looked ready to do whatever was needed.

“Two minutes till we arrive at the station…” Twilight spoke out loud to herself, taking a deep breath. She counted down in her head, knowing her magic would be the cue for others to join in. Running out of things to count down, Twilight tensed and her horn glowed brightly, overflowing with energy. She strained, for only a moment, before the train seemed to become lighter.

With a loud rattling, it lifted off the tracks, soaring through the air. Twilight was proud of her plan for a few moments, before the realization of landing – or the lack of any plan to do so – struck her. “Full Steam…” The engineer looked over as Twilight said his name. “Get back into the cars. This is going to be messy. You too, All Aboard. Tell everypony to brace themselves.”

Hurriedly, the two ponies scrambled from the car. Twilight watched through the front of the train and saw the barrier, drawing ever closer, open up slightly to allow the train in. Twilight was relieved Luna had noticed them. That was one fear, gone, but now Twilight had to steer the train to soft ground.

The gardens of the castle seemed like the only place she could bring down the train at this point, safely. She knew Fluttershy would have objections, were she around, but she knew she had little choice otherwise.

Concentrating her energies, Twilight pulled the train up, lifting it higher into the air. It soared just off the ground, magical auras of all colors spiraling around it as the unicorns on board pooled their energy.

With a great heave, the train slipped through the barrier, which snapped closed behind them. The train buckled awkwardly, descending rapidly and crashing among the foliage of the garden in a spectacular display. The magic shielded the train as best as it could, hopefully keeping the ponies inside safe. Now wasn’t the time to worry about that though. The others could help unload the ponies. Twilight needed to see Luna about what was happening, right now.

Chapter 4: The Pain of the Present

Twilight wasted no time, heading to Princess Luna, who was still residing on the balcony of the castle’s highest tower. Magic could occasionally be seen flying out to strike a space beyond the barrier, or fusing with the magical wall to strengthen it.

The princess looked drained; mentally, physically and magically. Even for a pony of her strength, there were limits on how long she could defend a place like this.

“Luna! I’m glad to see you’re all right.” The past few years as partners in defending Equestria’s stability had given Twilight a sense of camaraderie with the other princesses, letting them all abandon honorifics when alone. “I never imagined Canterlot would be in a state like this.” She opens her mouth, but strained to find her next words. After a few seconds of floundering, she took a deep breath. “Is Celestia here?”

“If she were, I wouldn’t be stretched so thin. I haven’t even been able to raise the sun today…” Luna was blunt with her words, but it was a truth that Twilight hadn’t wanted to see. “She vanished after departing for Appleloosa. If she isn’t with you, then where is she?” Luna kept her eyes out over the city, not looking at Twilight as she spoke.

“She stayed behind to let me escape. I’m sure she’ll be fine. Celestia isn’t so easily beaten.” Moving to Luna’s side at the railing, Twilight lets out a spell of her own, powering the barrier further. “I’ll maintain the shield. You give yourself time to recharge, Luna. At some point I need to find a pony named Casius Blackhoof.” The other Alicorn shook her head, looking over finally.

“You are needed with the new arrivals, I imagine. You lead them here and saved their lives. Right now, you’re a beacon of hope for them. After they’re settled in, come back and then you can help with the defence. But right now, maintain order. Chaos and disharmony are still our greatest enemies, despite the obvious threat. Ponies who are defeated before the battle starts are no good to us.” She looked back over the city, eyes half closing.

“We had many injured when the attack began, but just as many survivors. The fallen, I can’t really account for. Everypony is in the lower chambers of the castle… It was a stroke of luck that I wasn’t within the dreamscape when all this happened.” Luna trailed off, smiling a sad smile. “I am ashamed I couldn’t save more than I did. Sister will be very angry with me when she returns, I’m sure. I would be wise of me to think of what to say now.” She sent out a blast of magic, collapsing a building to block a road, before turning to look over at Twilight again.

“Casius Blackhoof is Canterlot’s resident expert on black magic and evil spells, as well as Celestia’s advisor on the darker aspects of magic. He keeps his labs near the dungeons; a fitting atmosphere, if you ask me. Be careful around him, Twilight. He is a… worrisome sort.”

Twilight frowned at that. Luna may’ve been Nightmare Moon, but within her pounded the heart of a true leader. She cared deeply for her subjects and it was obvious this chaos was eating her up inside. “I can help you raise the sun, Luna. The ponies of Equestria need that symbol to keep hope.” Twilight felt that, for now, it would be best if she was given some time to think. She had information on the pony Celestia had wanted her to find and she had to go help the Ponyville ponies settle in and give them a place to go.

Vinyl let out a soft sigh as she wandered, her glasses tinting the Canterlot courtyard a deep purple. The soft click of the masonry under her hooves sounded strangely surreal. As she gazed out over the ruined city, Octavia filled her every thought.
Neon had stayed behind to help organize the town into the area the guards had offered to them, but she couldn’t sit still. Her friend was somewhere in this city, possibly even out there, beyond the barrier. She knew she had to be okay; she could feel it. Gritting her teeth, she approached the guard at the magical wall.

“Hey there… U-uh, sir.” Vinyl stammered out, keeping some distance. This whole situation made her skin crawl. “Did you guys get any survivors? Maybe one with a grey coat and a black mane…? Purple eyes? She’s a friend named Octavia.”

The guard tilted his head up, thinking a moment, before nodding. “I know Octavia Melody. I’ve been to a concert or two of hers. Yeah, I saw her among one of the crowds that the princess saved.” Vinyl felt relieved at that. At least there was some hope. Quickly, she asked the guard where they were and was given directions.

“Thanks. Good luck with the guarding and junk.” She offers a brief wave, before heading to her destination, excited. Tavi would be fine, she just knew she would. Octavia was resourceful, intelligent and strong willed. She was also as stubborn as a dragon and twice as diligent. She wouldn’t be so easily brought down. Vinyl tried really hard to convince herself of that.

Vinyl trotted along to the shelter where the survivors had been taken. According to the guard, it was split into two sections: the quarantined and the unexamined. After a brief examination, ponies deemed safe are free to go to the castle ballroom, where beds were set up.

The guard had told Vinyl to start looking here, because it’s only been a day or so since the attacks began. Many of the rescued ponies had yet to undergo the examinations. Vinyl started in the unchecked area, but she wasn’t actually permitted all the way inside without an escort. The room was lined with guards, standing between and around hundreds upon hundreds of ponies. Vinyl could even see some of the ponies from the train among the group, though none from Ponyville. It seemed Princess Luna took Twilight’s word that no one was bitten or sick.

The whole room was silent, aside from the faint sound of crying - usually foals trying to grasp what was happening - and the occasional, unnerving cough. The air around here was stagnant and miserable, and the sights were nothing at all like anything Vinyl had ever seen. It wasn’t like the days of chaos, where ponies were at one-another’s throats; it was just like everypony had… given up already.

Vinyl was about to turn down another row, in her search for her friend, when she stumbled into a little filly she’d seen on the train. Vinyl was almost completely thorough the room and was feeling herself get a little disheartened, when the filly caught her eye. She was crying against her mother and, from what Vinyl could hear, the filly’s father had been working in Canterlot, which was why the two of them were on the train here in the first place – coming to visit him. He wasn’t among the survivors. Vinyl felt her heart settle beside the little filly’s, as she’d felt the same about Octavia. She had hope, but the little one…

“Hey. Chin up.” Vinyl walked over to her, forcing a smile. She opened her saddlebag, pulling out a long piece of plastic, an invention of hers that ponies had really taken to at her concerts. Tapping her horn to it, the plastic burst into a bright green light, shimmering with neon glory. The glow stick drifted up, resting on the back of the child’s hoof, then wrapped around it, sticking together at the ends. “Just remember, all the time, no matter how bad things seem, there’s always a light further along.”

It wasn’t the best analogy and it certainly wouldn’t make this pain go away, but perhaps that glow stick would at least help make things a little less painful. Smiling at the fact that she’d at least stopped the filly’s tears, Vinyl moved on with her search, bolstered by the signs of something positive in this den of misery.

It was hours later that Vinyl finally gave up searching the area. If Octavia had been here, she’d already been examined. The castle was a big place and the number of examined ponies had grown quite a bit in the past few hours, so while it made her skin crawl, Vinyl would be better off looking through the smaller chamber, filled with the quarantined. Stopping outside the door to the sectioned off part of the castle, Vinyl took a deep, calming breath. She looked to the guard who stood in front of the door, waving a little.

“Hey. Can I go in? I wanna be sure my friend isn’t in there.” She kept her voice level, trying to not let her fear and worry seep through. She needed to be confident and strong-willed for this to work. The guard raised an eyebrow, and then shook his head.

“I’m sorry miss, but we’ve orders from Princess Luna to keep everypony out. It’s for your own safety.” The guard showed genuine remorse, having to say that to somepony, but that didn’t make Vinyl feel any better. Thinking on what to do, a smirk slowly crawled over her face.

“Well, I’m a good friend of Princess Sparkle. But, if you are sure you wanna turn me away, I’ll just go tell her what you said. She wanted me to be sure our friend was okay.” That gave the guard pause. Looking this way and that, he took a moment to think, then nodded.

“Fine, I’ll let you in. But I’m giving you an escort, okay? It’s very dangerous in there. And it’s a very sad sight, so be warned.” He walks over to the door, shifting through his keys. After finding the right one he unlocked and opened it.

Three guards on the inside turned to look at the two ponies outside. The guard from outside the door addressed a stallion in magnificent armor, clearly higher ranking than the rest. “This mare is a personal friend of Princess Twilight Sparkle, lieutenant. She was sent to look for a mutual friend of her and the princess.” An affirmative nod was given and Vinyl was motioned in by the lieutenant.

The guard introduced himself as Dusk Quartz, a second lieutenant in the Royal Guard and currently the highest ranking pony still alive in Canterlot, aside from royalty. “What does your friend look like? Do you know her name?” He gave a small pause. “I suppose I should know your name as well…”

Vinyl walked along with a purpose, eyes scanning what was once a large storage room. Makeshift walls had been placed up, making small segmented sections. In each were one or two ponies, guarded by no less than three guards each. Their coats had dulled and they coughed loudly, shivering and crying. Vinyl felt sick herself, looking at this. It turned her stomach.

“Her name is Octavia Melody. She’s a grey coated pony with a black mane. Her cutie mark is a purple treble clef. I’m Vinyl Scratch.” Quartz perked a bit, eyes going a little wide. Vinyl knew the look of a fan when she saw one. She smiled a bit, planning to use this to her advantage. “Yeah, I’m DJ Pon-3. You look like you heard of me.”

“Heard of you? I was there when you were in Las Pegasus! You and Neon were wonderful!” He went to speak again, but trailed off, looking around. It was hard to maintain a happy demeanor in a place like this. “… So, you’re friend is Octavia Melody, huh…?” He looked down a bit, then over to Vinyl. “Come with me.”

Vinyl felt her heart sink. That was not the reaction she’d wanted to see or hear. Her heart pounded in her chest as she followed Quartz, eyes darting about this way and that. She told herself that this mustn’t be directly related to Tavi. Maybe her mother or father? Vinyl didn’t wish that on Octavia, but for herself, she prayed in silence. It made her feel terrible, wishing misery onto her friend’s family, even for her own well-being.

The guard stopped, motioning into a room. Vinyl hesitated, her hooves simply not moving. The Quartz looked worried, sad, but he offered a hoof. Vinyl felt her breath come easier, but she was still trembling from head to hoof. She closed her eyes, took a breath and accepted the help, being guided into the small makeshift room. Keeping both of her eyes screwed shut, she tried to take in everything as slowly as possible. When sounds became involved, that became complicated.

A cough rang out from in front of her. The voice was weak, raspy and the pony in question was very ill. “Vinyl…? Is it really you?” Vinyl hadn’t even opened her eyes, but she started crying regardless. She knew Octavia’s voice all too well.

“Y-Yeah Tavi… It’s me.” She opened her eyes, not even hesitating, looking at her friend through the blur of her tears. She wiped them away, getting a better look at her best friend.

Octavia’s grey coat was paled to a whitish-grey, her eyes bloodshot and her mane a mess. She looked like she hadn’t slept in days, even though it’d only been a day since things went downhill. She was laying on a bed, over the sheets, resting on her hooves, rather than her back. Her bowtie was still on, smeared with some blood. Her right shoulder had a large, bloody bandage over it, a sight that made Vinyl nauseous.

“I’m glad you came.” Octavia’s voice was meek, as if she was far away. “I missed you.”

“I missed you too, Tavi…” Vinyl started to walk in, but the Quartz grabbed her tail, making sure he didn’t pull hard; just enough to let her know that she couldn’t go in. She went to shout at him, but when she saw his sorrowful look, she knew it was for her own safety.

With a remorseful sigh, she stepped back a bit, standing in the doorway. “I thought about you every day. And when we saw what was happening to Canterlot, I…” She trailed off, looking down. “Neon’s here too. And we met this sweet pony on the train here named Lyra. She has lived in Ponyville this whole time and we never even knew about her. She’s a huge fan of yours. You’ll need to meet her sometime. She plays the lyre and wants to be just like you.” Vinyl tried to keep smiling. It was the hardest thing she’d ever done.

“Hehe. Y-yes, I’ll need to meet her, someday. That would be lovely.” Octavia shifted on the bed, smiling weakly. “I’m sorry, Vinyl… I tried to get away. I didn’t want this to happen. I wanted to see you and Neon again. I’m glad at least part of that has come true.” She coughed, looking weakly at the bed. “I should have been more careful. I should have-“ She starts coughing again. This time, the cough turned into a fit, making her cover her muzzle. Vinyl stepped forward, but was stopped by Quartz, who was staring at Octavia intently.

“You need to go.” He tried to move in Vinyl’s way, but the white mare could see her friend clearly. She was coughing into her hoof, blood dying her grey coat a deep crimson. Vinyl felt her heart shatter, tears filling her eyes.

“Tavi! Tavi, you’ve always been my best friend! Hang on, Tavi! Tavi!” It was only about a minute before Octavia stopped coughing, her eyes closed. She looked like she was asleep, her body barely moving. She was hardly breathing at all now.

Quartz pushed Vinyl away, motioning her down the hall a little, away from Octavia’s room. He turned to another guard on duty, the one watching over Octavia, shaking his head sadly. Vinyl toned out the conversation, not wanting to hear what came next. Octavia was drawing closer to the end and Vinyl knew what would happen then. She knew she couldn’t hide from this. Not now. Reluctantly, she moved closer to listen.

“… -had been holding on to see her friends. She’s slipping now. Will we need to… you know…” The guard sighed as Quartz nodded, looking down. “I hate doing this, but it’s what needs to be done. We can’t just let her suffer as one of those things… Remove the head or damage the brain, right? Easier said than done. How long has it been since ponies have needed to resort to something like this?”

Vinyl looked over to the two, then back to her friend’s space, thinking. She took a deep breath and let it out as words. “I’ll do it.” The guards snapped to look at Vinyl, who didn’t return the look. Her eyes didn’t leave Octavia, who seemed to be having trouble breathing. “She’s been my friend since we were little fillies. I won’t let her suffer anymore. Give me your sword.”

The guards hesitated. Dusk Quartz moved towards her, but the other guard stopped him.

Vinyl looked over to them, her horn shimmering. “Fine. I’ll do it myself!” The sword flung from Quartz’s sheath with a burst of magic, hovering beside Vinyl. She looked back to Octavia, ignoring the protests of the guard behind Quartz. The lieutenant himself watched in stoic silence, not moving out of his fellow guard’s way.

She acted swiftly, before they could recover the weapon. She felt her body tense, but she felt no restraint. She closed her eyes, letting out a breath she hadn’t realized she was holding. “Goodbye Tavi.”

After a second of silence that felt like an eternity, the sword swung down. The world went red.

Author's Note

Bring in the Feelios!

Fun Fact:

As I've said before, I wrote this series over two years ago now. In all that time, it has sat, unnoticed on a drive in my room. When I stumbled on it several months ago, I remembered everything about it.

And whenever I read this chapter, I have to fight to not break down and cry.

I have some first-hand experience with comforting a friend while they face the final sleep. it wasn't quite like Vinyl's plight, in that I didn't need to kill my friend, but I was there beside them, as the end came. It was terrifying, heartbreaking and changed me forever. I remember, when I wrote this scene, I was crying. I poured out everything I felt then, as best as I could at the time.

Misery and memory go hand in hand. Our easist to recall memories are scientifically proven to be ones of intense emotion. And, however great joy and happiness is, if Inside Out taught me anything, it's that sadness and loss pack a much bigger punch.

-Inkheart

Chapter 5: Casius Blackhoof

Twilight trotted away from the housing for the Ponyville ponies, a pair of large buildings within the Canterlot barrier. The ponies were settling in, her friends working their hardest to keep the peace among all the confusion and depression. Three days, and things were still terrible.

Twilight let out a light sigh, eyes flitting to the barrier, shimmering over the city. She saw the outer city, moving slightly with the undead. It made her skin crawl that, just a few days ago, things were as peaceful as they’d always been.

Starting towards the castle, Twilight remembered Luna’s instructions for finding Casius Blackhoof. With her every step charged with purpose, the purple princess made her way into the underbelly of the castle.

The dank, musty catacombs beneath the castle were home to the parts of Equestrian history best left forgotten. Dark things lurked here, and Blackhoof studied these things with a grim interest. Luna would rather forget the stallion even existed, but Twilight understood Celestia’s urgency. If anypony knew about this phenomenon, it would be Blackhoof. However, under no circumstances did Twilight trust him; his special talent revolved around magic fueled by corruption and suffering after all.

Stopping before the wooden door Luna had told her about, Twilight lifted a hoof and knocked. “Casius Blackhoof? Are you in there?” There was a long pause, but eventually there was an answer.

“Yes, who is it?” The voice was low, crisp and made Twilight shiver. She had expected a crackling, aged voice or something sinister, but not something so normal. Oddly, that in itself was a little unnerving. Then again, wasn’t that the nature of the dark arts; to be deceptive?

“Princess Twilight Sparkle. I was sent here by Princess Celestia-“

“-About the Risen. I understand the situation quite well.” Casius interrupted, locks clicking open on the other side of the door. “Yes, I imagined she’d send somepony soon. I expected either her or Luna, truthfully. Come, I’ve got tea.” The door creaked open. Casius was a young unicorn, but still older than Twilight, with a black mane and a crimson coat. His cutie mark caught her eye as he turned, a black sphere, wrapped in lines of purple, black and green energy that hurt her eyes to try and follow. His eyes shared the unusual color, but they didn’t flow with energy, like when casting dark magic. Instead, his sclera had turned black, his left iris green while the other purple. He looked perpetually tired, with large black bags under his eyes. He faintly reminded her of Sombra; a grim and fitting comparison.

Twilight followed him into his lab proper; a solemn place, full of artifacts and trinkets of highly questionable origins. Twilight caught sight of at least one of Sombra’s crystals and what she thought was a fragment of his horn.

Sitting at a small table, he levitated a pair of cups into sight, pulling a seat over. His magic swept a few odds and ends aside, making room for the princess. “I see you are interested in my experiments. I heard you were quite the mare of science yourself, Princess Sparkle.” He sipped his drink, his magic lifting the teapot and offering it to Twilight. “Would you like some? It is a rare, draconic tea, - oolong, or black dragon tea is it’s name - flavored with strawberries, roses, grapes, vanilla and some champagne.” He takes another sip, pouring after Twilight nodded to him.

“You are doing a lot of research on dark magic. I understand that’s your specialty?” Twilight lifted the glass up in front of her with her magic, but didn’t drink.

“Oh yes, quite so, just as your calling is in magic, mine is in dark magic. You and I, we are two sides of the same coin, one could say. The great pony philosopher, Sallust, once said, ‘the renown which riches or beauty confer is fleeting and frail; mental excellence is a splendid and lasting possession.’ Wouldn’t you agree?” Casius smirked, lifting his glass in a toast, which Twilight copied with a small nod.

“Naturally, Princess Twilight, you must understand, all magic, especially the dark and dangerous kind, must be studied. It’s the only way to understand it better and prevent it from being used in harmful ways.” He sipped his tea calmly. “I am but a vessel to aid others into a state of enlightenment on the dangers of dark magic. I like to say that magic itself is never black; only the uses to which it is put. But time and time again, it seems my words are proven false.” He chuckles slightly, closing his eyes. “But, that’s just a silly saying, and not a very good one, I might add. The story you want to hear is certainly more concerned with the rotting flesh of the dearly departed, correct?” Twilight winced at how casually he spoke of such terrible things.

“Yes… I need to know all I can about these creatures. They’re obviously the product of dark magic. I just-“ Twilight scowled as Casius interrupted her again. This stallion really loved to hear himself talk.

“-Shhhhh shh shh shh.” The black magician smirked, putting a hoof to his lips to call for silence. “This is story time, princess. Sit back and enjoy your tea.” He set his glass down, levitating a book down from a high shelf. “Now, I imagine you’re well versed in the story of Hearth’s Warming Eve, correct? It’s the tale of the founding of Equestria and the story of the windigo?”

“Yes. I performed the play a few years ago with my friends.” Twilight smiled at the fond memories of a simpler time, before even her princess-hood got in the way of things.

“Did you ever wonder about what happened before that? Before everything came together? What if I told you those were much darker times, Miss Sparkle? There were times where war and chaos controlled everything.” Casius flipped through the book with his magic, skimming for something specific. “In my studies, I learned about the time before those events; When the Pegasus, Unicorns and Earth Ponies were at war. It’s no coincidence nopony knows about this time. Books were destroyed, giving Equestria a ‘new start’ and letting the soothing story of Hearth’s Warming Eve be the groundwork for a future of peace, love and tolerance. I have the last copy of those books, saved by Starswirl the Bearded and kept here, in the darkest corners of the castle to be forgotten.

“You’re a smart girl, Princess. I’m sure you’ve wondered, at some point or another, how such small squabbles as a hunt for food or water summoned things such as the windigo. That’s because it wasn’t the bickering, but something far worse. Far worse indeed.”

Casius found his page, setting it on the table and turning it to face Twilight. “It was a dark day when the plague hit. Magic and science, brought together into a disease catered specifically to Earth Ponies. Pegasi machines mixed with Unicorn magic, brought down like a hammer of justice onto those unwilling to ‘bear the mantle’ of the future. It would weaken the strong, sicken the weak, and then raise them as walking corpses, to terrorize the living. Ponies had to kill and struggle to survive. It was truly a time of great strife.” Casius sipped his tea, pausing for a moment to add emphasis to the news.

“It was the chaos from this magical disease that brought the windigo. Ironically, it was their very appearance that brought about the end of the plague of walking dead.” A sparkle flashed in Twilight’s eyes.

“The cold…” She whispered silently, but not silently enough.

“Exactly, Princess. I knew you were a perceptive one. The Risen have no body heat. They freeze into blocks of ice, if it’s cold enough.” He smiled, chuckling an eerie chuckle. “You have your method of defense. And look on the bright side; should we fail, the windigo may come back and clean up the mess before we all go extinct!”

He laughed more thoroughly this time, making Twilight’s blood chill. She’d never met anypony like him; so disillusioned with the concept of pacifism and friendship. The more she thought about it, the more she realize, a person like him stood a far better chance in a world like this. Friendship could only do so much and death, as taboo a topic as it was, truly was the great equalizer. The situation on the train proved that to her.

Suddenly, Casius set down his glass, leaning forward towards her. “That great pony philosopher I mentioned had another saying you might like, Princess; ‘a good pony would prefer to be defeated than to defeat injustice by evil means.’ You and I, we aren’t good, nor bad, you see. Magic is what the magician makes of it. Don’t limit yourself, Princess. You’ve got a good head on your shoulders.”

As Twilight went to leave Casius’ lab, the stallion walked along behind her, talking. “Canterlot won’t last long, Princess. We’ll need to move to a different, safer location. And remember; darkness only makes them stronger.” He stopped at the door, letting her wordlessly walk ahead.

A smile crept across his face once she was out of sight. “So that was Princess Twilight Sparkle, eh? Not bad. Not bad at all.”

Twilight headed back towards the housing for the Ponyville residents. Her mind fluttered with ideas about frigid cold and how it could be used to their advantage, but it also churned with Casius’ parting words. “The Crystal Empire; a city far to the north, surrounded by snow. It’d be the best place to defend.” Twilight was so lost in her contemplation, she didn’t hear the pony up ahead calling for her.

Neon Lights shouted to the Princess, who was walking with her head down, deep in thought. “Princess! Hey Princess! Twilight!” After about the third call, Twilight lifted her head.

“Hm? Oh, hello there, Neon. What’s the matter?” Twilight asked, tilting her head a bit. “You look pale. Are you sick?”

“It’s Vinyl! She wandered off a little after you left and nopony’s seen her since. I think she might’ve gone out to find Octavia!” Twilight snapped from her thoughts at the prospect of danger. If Vinyl had left the barrier, she could already be hurt. Twilight turned quickly, heading in the direction Neon pointed to, rounded a corner and nearly smacked face first into the missing pony in question.

Vinyl’s white coat was dyed with splotches of crimson, her blue hair dripping with thick, red blood. Twilight felt her voice catch as she went to scream. Vinyl seemed to just ignore Twilight, staring forward with an empty gaze, walking like a construct with no purpose. Neon rounded the corner behind Twilight and froze, looking at his friend in a mixture of horror and relief.

“Vinyl! Oh man, Vinyl, are you alright! You’re covered in… Oh sweet Celestia, please tell me you weren’t bitten!” Neon shouted, panicked, but Twilight made room so he could get by to his friend. Vinyl didn’t react much, simply muttering that she wasn’t bitten under her breath.

Twilight walked over, reaching out a hoof. “Vinyl, is everything oka-“

“Don’t you dare touch me!” The shout made Twilight stumble back, electricity dancing off of Vinyl’s horn, warding the princess away. Twilight felt a throb in her hoof where Vinyl had shocked her. Twilight had no idea Vinyl was so skilled with lightning magic. Neon backed off, staring with wide eyes. Vinyl continued, screaming at Twilight wildly. “It’s your fault this happened! It should’ve been me on that bed, not Tavi! But you; This is entirely your fault!” Twilight twitched impulsively.

Neon lights regained himself, moving forward towards Vinyl again. “Vinyl, calm down… Princess Sparkle was just-“

“Don’t side with her, Neon. You have no idea what I just did! I just had to… I just…” She trailed off, looking down slowly. Her face sank and her posture collapsed. “Tavi is gone. And she’s the one who gave those things a chance to do it!” Vinyl motioned to Twilight faintly. “You fooled everypony else with your lies. ‘My magic wouldn’t get me there. My wing is hurt.’ Hah!” Vinyl mocked the Princess, waving a bloody hoof in the air dismissively.

Twilight stumbled a bit backwards, trying to find a foothold. Her mind screamed for her to run. She didn’t want to hear this. She didn’t want to be here.

“How the hay do you expect me to swallow that yak crap? You’re the Element of Magic, right? You could’ve gotten here easy, and you know it! But you stopped to save what you knew and wanted, you selfish little-“

“Vinyl!” Neon shook his friend a bit, turning her to look at him. Without warning, he slapped her, giving her a small shake afterwards. “Vinyl, calm down… It’s okay now. It’ll all be okay.” Vinyl paused as Neon pulled her into a hug. Slowly, she puts her forelegs around him and cried into his neck.

“She’s gone… Neon, Octavia is gone. It won’t be okay. It’ll never be okay.” She wept, collapsing against her friend. Twilight backed up slowly, eyes wide and body trembling. Vinyl had been right about her lying.

Why did she have to be so right?

Author's Note

Ah, the introduction of Casius Blackhoof. He was my first OC and a real jerk. He's not so much a villain as he is creepy as hell and is manipulative to everyone, even his allies. He's not really on anyone's side and prefers it that way.

-Inkheart

Chapter 6: Hope and Dispair

The days churned on, slowly but surely, with food dwindling and tensions rising. Luna was thankful for the arrival of the Ponyville population, as Canterlot had been mostly made up of Unicorns and Pegasus. The Ponyville ponies knew how to farm and put their knowledge to good use, starting to grow a supply of food for the small settlement. All Aboard and Full Steam had spent all their time repairing the train, in case of a situation where they needed it. Meanwhile Luna and Twilight spent all their time conversing, thinking up the best course of action. As days passed, it became more apparent that they couldn’t stay here.

Twilight and Luna sat opposite one another in a large room of the Castle’s tower, a map of Equestria strewn over a table. Luna looked over it, while Twilight spoke. “What about Discord? He’s still using his powers for Order, so couldn’t we convince him to help us?”

“We have tried. He was actually quite eager. In fact, it took us quite some time to keep him from teleporting all of Ponyville into Canterlot, buildings and all.” She slides a hoof over the map, tracking the patterns of the undead - or the Risen, as Casius called them. “Besides, when he tried to damage them, his powers had no effect. He told me they were creatures of pure chaos, unable to be altered by his power anymore than they’ve already been altered. He couldn’t affect them at all; not to change them back or otherwise. It was a good idea, but now we have other matters to worry about.

“The horde is growing, Twilight.” Luna kept her voice level as she spoke, sitting across from the other princess. Twilight had only seen this conference room once before, when Celestia had brought her along to oversee a diplomatic meeting with the ponies of Saddle Arabia. Two guards stood by the door, Luna’s personal Nightguards, watching in silence. “We believe they’re coming from Tall Tale or Vanhoover. In other words, we can assume those places are entirely overrun…”

Twilight scrunched her face at the news. “It sure seems that way. We’ll send somepony to check when we have time, just to be sure. Is there any word from Cloudsdale or Manehattan?” Luna shook her head slowly.

“Before you arrived, I sent the Wonderbolts to Cloudsdale to hold the city, but I haven’t heard from them since. I’m expecting the worst, unfortunately.” Luna said, solemnly. Twilight had noticed an absence of the flying mavericks. Rainbow Dash would be devastated…

“If my plan is going to work, we’ll need control of the weather factory in Cloudsdale when we reach the Crystal Empire. Speaking of the Empire, any word from Cadence or Shining Armor?” Twilight’s eyes sparkled hopefully, but she cast them down at Luna’s silence.

“We know there are no Risen approaching from that direction. I feel that, if anything, they are in a situation similar to ours, unable to escape to send a message outward.”Luna pauses a moment, then smiled. “There is some good news, Twilight. Las Pegasus sent a message, telling us the city is barricaded and locked down.”

“It won’t last.” Twilight added that under her breath, but not quietly enough. Luna frowned, trotting around the table and stopping beside her fellow princess, but Twilight continued. “Don’t patronize me. We’ve seen what these things can do; it’s only a matter of time before their walls crumble, without extra support. And we can’t give that support to them right now.”

“Twilight, we must keep hope. As Princesses, symbols of Equestria, we need to maintain ourselves and try to save as many ponies as we can.” Luna said, nodding slightly and looking out a nearby window, to the barrier. None of the other Unicorns in the city could maintain it, beside Luna and Twilight, it being made from Alicorn magic. It would need another boost soon.

“I’m not having trouble maintaining myself, Luna. I’m just starting to question how long we can stay on the defense. We need to strike back. We need to retake Cloudsdale if it’s fallen and clear a path to the Crystal Empire.” Twilight said sternly and then sighed in agitation and defeat. “What would Celestia do?”

Luna walks to the window, sending a burst of magic out to charge the barrier. Taking in Twilight’s argument, she looks down over the ponies below. She’d become closely acquainted with Twilight’s friends ever since Twilight joined the ranks of the Alicorn, so she easily spotted a few of them among the group.

Fluttershy, the soft spoken one, had taken to helping Cheerilee teach the children. She’d been forced out of her shell, if only a little, by recent events. Applejack and her family were helping others with a farm, a simple job, but helpful to the whole community. They’d been a crucial part of holding this city afloat. Pinkie Pie had grown eerily quiet lately. Luna needed to remind Twilight to be sure she was okay.

From where Luna stood, she could see the pink pony, talking with others. She lacked her trademark bounce to her steps and didn’t seem to laugh quite as much, but she was trying to keep optimistic, that much was clear. Rarity had taken to discussing battle plans with the guards. While this was no time for fashion, Rarity’s particular attention to detail, as well as her love for aesthetics, proved quite useful around the settlement. Spike was right beside Rarity, helping her organize things here and there, performing tasks she suggested without a seconds hesitation.

Rainbow Dash zipped by quickly, bringing a rain cloud over to the farm, getting what Luna assumed was a thanks from Applejack. Suddenly, Luna realized something. “How did your friend get a rain cloud…?”

Twilight walked over, looking to Rainbow Dash from beside Luna. “I’m not sure. She volunteers to scout around the city whenever she can. Maybe she got it then?” Luna was less concerned about where it was from, as she was interested in Rainbow Dash’s ability to move it, while outrunning the Risen.

“Your friend is the same one who graduated from the Wonderbolts academy, correct? She also won the Young Flyers competition a few years ago.” Luna lifted a hoof up, rubbing her chin thoughtfully. “A Sonic Rainboom…” She looked over to Twilight, smiling. “I believe we have our distraction.”

“What? No, Luna, I will not put my friend in harm’s way like that.” Twilight snapped back quickly. She didn’t like where this was going.

“Twilight, listen to me. Rainbow Dash can outrun any zombie, that much is clear. She can create a Sonic Rainboom to draw the hoard away and give us time to make our way to the Crystal Empire. And then, Rainbow can go check on the condition of Cloudsdale, her home, as well as save any Wonderbolts that may remain. I can’t imagine they’d be foolish enough to all be wiped out…” Luna took a quieter, uncertain tone at the last part, but Twilight understood where she was coming from.

As Twilight thought about it, Vinyl passed into the view out the window. She had become silent as well of late, but was still quite helpful. She had expressed a desire to retrieve her sound system from Ponyville, as it could be useful in manipulating the horde, which they had discovered tracked by sound.

Despite this, seeing her turned Twilight’s stomach with regret. She had been scared for her friends and sacrificed Canterlot to save Ponyville. That blood was on her hooves and it would never wash away.

As she looked to Rainbow Dash, who was talking to Applejack now, she saw Cloudsdale burning. Rainbow Dash’s home being destroyed and her heroes being killed, only returning to put an end to them all. She bit her lower lip, nearly drawing blood, the mental images digging into her heart.

“Fine. We’ll send Rainbow Dash out as a distraction. We need to get to the Crystal Empire as soon as possible. I’d like to retrieve Vinyl Scratch’s sound system before then…” Looking over to Luna, Twilight added. “It could be helpful as a last resort against the Risen. We could control their movement to an extent.” Twilight moved from the window, thinking as she moved. “We’ll need a whole team team to do that. It should be a small group teleported to Ponyville made up of skilled ponies that can survive a journey back. The fewer ponies involved, the less likely they’ll be to alert the rest of the horde.”

Twilight paused, looking down. “Applejack should lead the group. She’s proved the most resourceful of anypony here. I trust she could lead a group in and out. Not to mention, we’ll need a pony with physical strength to carry the equipment. Pinkie Pie will go with her.”

“Why her?” Luna tilted her head a little, moving around the other side of the table again, looking over the map. She was still listening, but planning at the same time.

“Easy. Aside from being able to lift everypony’s spirits, Pinkie has shown the ability to predict the future, even if it’s infrequent.” Twilight knew she would sound odd, telling that to Luna, but she explained. “It’s called Pinkie Sense and it confused me for quite some time. But the more time I spent around her, the more I realized the validity of it.” She added stoutly, looking to the other princess. “It’s unpredictable and happens randomly, but it could prove useful for the group.”

Luna seemed to accept this explanation, knowing she’d get no better. “You know the Ponyville ponies better than me, Twilight. I’ll leave this all up to you.” With that, their meeting was over. Twilight returned to the window, watching over her friends in silence. She wondered to herself on the state of affairs. She wondered if there was a cure, or if those who were turned could only find salvation in death. Her eyes roamed from her friends, to the barrier off in the distance, to the Risen pounding against its walls. Closing her eyes, her horn ignited, sending a burst of magic out. When the beam made contact with the barrier, it spread, darkening the color and masking the Risen into little more than shifting silhouettes. Times would only continue to get harder, but through it all, they needed to survive.

Chapter 7: Ponyville; Revisited

Applejack grunted as the saddlebags were loaded up. As of now, she was carrying all the food the group would need to survive the trip back.

“I’m sorry I can’t go with you, Applejack. I’m needed here, to maintain the barrier… Combined, Luna and I can place you somewhere around the town. Perhaps near the Everfree?” Twilight asked, standing beside Princess Luna.

“Now, why in tarnation would I want to come out there? You know what lives in that forest, right? How about your library? It’s right in the middle ‘a town and was locked up nice and tight.” Applejack shifted around under the saddlebags, letting them settle against her back more comfortably. The four of them - Applejack, Twilight, Luna and Pinkie Pie - stood in the castle antechamber, the long staircase reaching up behind them.

“The only problem with that might be precision. One slip up, and you could be teleported into solid matter. A field would be safer for the teleportation, but it’d leave you in the open.” Thinking on it, she nodded. “We’ll aim for the Library… I’m confident that we can get you there safely.” Twilight looked over to Luna, who met her gaze with a quizzical look.

“Where is Miss Scratch?” Luna looked from Applejack to Pinkie Pie, who Twilight noted to be abnormally silent. The pink pony was just looking down, shifting under her own empty saddlebags. She didn’t look upset, but rather lost in thought, or perhaps lost without a thought. When Twilight had asked her to return to Ponyville and keep everypony’s spirits up, she’d been answered with a laugh and a smile. It had been the only joyful expression Twilight had seen on her since the day after they arrived in Canterlot.

“Right here. Just explorin’ is all.” Vinyl walked from a nearby door, empty saddlebags on her torso. She kept quiet other than that, her glasses hiding her eyes. Twilight felt another pang of guilt, but kept it off her face as the white pony joined the others. When Vinyl met Twilight’s eyes, she frowned slightly, her headphones levitating to her ears, blocking anything the princess had to say out. The music wasn’t so loud Vinyl couldn’t hear, but it got her point across nicely, making Twilight only feel worse.

“You’re objective is simple. Retrieve the sound system from Vinyl’s house. We will have speakers in the Crystal Empire, so don’t worry about those. If you can, gather all the food and water possible. We could use extra stock for the foals.” Twilight added the last bit as a footnote, shifting her attention along the three. “But above all else, I want you three to get back here safely. Please?” Twilight offers a smile, trying to reassure the others.

“Of course we promise, Twilight.” The first words from Pinkie were accompanied by her wide smile, making Twilight feel much better about all of this. “We’ll need to hurry back so we can all get to the Crystal Empire. I want to see Shining Armor and Cadence. And the new baby!”

Twilight couldn’t not smile at that. When she had heard the news that Cadence was pregnant, she had been ecstatic. Twilight went on a trip about half a year ago to see the newborn, named White Knight, but her friends had been unable to come. It had been the highlight of her past two years, finding out she was an aunt. Her parents had been so proud of Shining Armor when the baby was born.

Twilight’s mind roamed to her parents. She hadn’t thought about them a lot recently, but she had made sure they were safe. It turned out, they were in the upper levels of Canterlot when the horde arrived and were among the group protected by Luna’s barrier. Twilight redirected her attention to the task at hoof.

“Thank you, Pinkie.” Twilight said, calmly. “Now, you three should be off. Once you make it back here, send out a signal. Hm… Vinyl, if I remember, you have a spell that you use at shows. It’s one I don’t know, but it could be useful.” Twilight paused, then looked over to the white pony. Vinyl was bobbing her head slightly, ignoring Twilight completely. “Vinyl.” Twilight flicked a small burst of magic at the unicorn, turning off her music.

“What?” Vinyl asked sourly.

“I want to learn that firework spell you use at your concerts. Can you teach me the formula?

Vinyl frown, flicking her headphones back down to her neck. “There isn’t a formula; I just do it. I’m not like you, all books and calculations and…” Vinyl trailed off, sighing. “You don’t know it, ‘cause I made it myself.” Vinyl was quick with her words, making Twilight wince. The princess felt quite meek, under the invisible stare of the DJ. “I know what one you mean and I’ll do it once we’re in sight. You ain’t got no worries, Princess. That good enough for you?”

Twilight had nothing to say back to that, but nodded her consent. In silence she turned to look at Luna, who in turn, looked back. The two turned their heads back to the three ponies before them in unison. “Well, shall we then?” Luna asks, a collective and affirmative nod waving over the group.

Both of the princesses begin casting together, moving closer, sparks jumping between their horns as they amplified one-another’s magical energy. The spell flickered and flashed, the aura around them growing exponentially; there was a burst of light, and in the next second, the three ponies in front of them were gone. The two teetered a moment, a spell of that magnitude being a rather heavy burden. After a moment to pull themselves together, Twilight looked to Luna.

“We should move. I don’t doubt that we’ll be needed shortly, at the barrier.” Luna nodded to Twilight as she spoke and together, the two trotted off to help the ponies of Canterlot.

In a flash of energy, Applejack and the others found themselves in the dark outdoors. At first, Applejack thought Twilight miscalculated and landed them in a field after all, but after their eyes focused, they found themselves on the balcony of Twilight’s library, overlooking a desolate and half-destroyed Ponyville.

It had been over two months since the ponies had laid eyes on their home. Doors were torn down, windows were shattered, and gardens were in disarray, but the structures themselves seemed intact. A small number of buildings seemed completely untouched, one of them thankfully being Vinyl and Octavia’s home. The three soaked in the sight of their damaged town in a shared silence. Pinkie was the first to speak, walking to the edge of the balcony.

“It’s so… quiet.” She had no smile as she scanned over the town. “So empty. It’s so sad, seeing Ponyville like this…” She looked back to the others, trying to smile. It wasn’t her most convincing performance. “But it’s not empty now, is it? We’re here.”

Applejack responded with a soft smile, trying to cheer up her friend. “Yeah. That’s right, sugarcube. We’re back now.” Applejack watched over the town, seeing something move in her field of vision. She snapped her head over to get a better look and, much to her surprise, it wasn’t a Risen, but something far more uplifting. “Was that… Wynonna?”

Pinkie and Vinyl both turn to look with her, but the shadow had already moved out of sight. Applejack kept quiet for a few more moments, before sighing when nothing else happened. “I wanna check this out before we get the things, okay?”

“Yo, don’t worry ‘bout me, okay? I can handle my stuff. Looks like my house is good, from here. Go and check on how your pup is.” Vinyl seemed down still, but she was bobbing her head softly to the music playing from her headphones. As it turned out, she could still hear, apparently, even with the music on. It seemed this was her own odd way of comforting herself. “Just be careful, ‘kay? We don’t know if those things are out and about here, do we?” Vinyl turned to head inside, but stopped, staring in through the glass door which was swaying slightly in the breeze. “Yo, AJ, was this… open before?”

Applejack turns, shaking her head. “I reckon it wasn’t, Scratch. Not when we left, at least. Keep yer heads on.” The orange pony took charge, using her head to open the door slowly and carefully. Walking in, the three scanned the inner rooms of the library with nervous eyes. It was pitch black inside, making Vinyl use her magic for a basic illumination spell. The library appeared to have been ransacked, books torn off the shelves and thrown to the floor.

Pinkie Pie trotted on ahead at the sight, making Applejack almost call for her to stop. Instead, afraid to make any sound, she gritted her teeth and hurried to catch up to the pink pony, who was looking among the books.

“Hey Applejack,” Pinkie looked up, holding a book in her hoof, a bookmark dangling out of it. “Do zombies read?”

“Well that’s a silly question, Pinkie. Don’t go wanderin’ off and scarin’ me like that.” Applejack kept her voice low, but looked around her. “Wait a minute…” She noticed that, among the chaos were spots of organization, small stacks of untouched books, neatly piled up. There were even signs of somepony eating Twilight’s food and sleeping among the books. Somepony had been living in Twilight’s home.

“You noticed it too?” Pinkie picked up another book as she spoke, a bookmark in that one too. “Somepony was reading these. And it wasn’t a zombie.” Pinkie placed down the book calmly, and look around the library. “Let’s get out of here. This is really creepy.” Applejack and Vinyl had no objections to that, both turning with her to leave. Before long, they were on the streets of Ponyville. Applejack looked to Vinyl, who nudged her head towards her house across the street.

“Meet me back here when you two are done nosin’ around, kay? I’ll keep the door locked. Knock four times so I know it’s you.” She broke away from the others and vanishes into the house, leaving Applejack with her long-time friend.

“So, where was the shadow you saw?” Pinkie looked more like herself, now that Ponyville was all around them. Applejack needed to admit, the sight of home, even as damaged as it was, was a welcoming.

“Over there.” Applejack motioned with her hoof down the road, towards Sugarcube Corner. “I think it turned towards Fluttershy’s Cottage.” They start moving at a brisk but cautious trot. “You don’t think it could be Wynonna, do ya?”

“I think that, after all that’s happened, anything is possible, Applejack. Anything.” Pinkie responded, her tone making Applejack shiver. Suddenly, she wished she had never asked.

With further investigating, they find that the trail didn’t lead towards the Cottage, but to the Cottage. The pair of ponies cautiously approach the building, ducking below the window. Applejack, feeling like this was her duty, leaned up slowly to peer inside.

The inside of Fluttershy’s Cottage was messy, but seemed less ransacked and more sloppily lived in. Applejack saw animals here and there, working together to do this or that. It seemed the pets and animals of Ponyville had taken shelter here.

Applejack felt a wave of relief as she spotted all of her friend’s pets, from Gummy to Wynonna, even Angel and Owlowiscious. Leaning back down, Applejack smiled motioning Pinkie Pie up. The two watch in silence for a little while, before turning to go. Applejack was pleased with what she’d found and couldn’t have asked for more. They looked like they’d be okay.

The town was still empty when the two returned, but night was starting to set. Applejack had half expected it to be swarming with monsters by now, knowing her luck. “We should go get Vinyl and get outta this place, pronto.” Applejack said to Pinkie, hurrying her trot to a gallop. She imagined this place was abandoned by the monsters shortly after they got here, since there was no food around. Approaching Vinyl’s house, Applejack slowed, stopping just outside the door.

Applejack lifted her hoof to knock, but when her hoof met the door, it simply opened, unlocked and damaged slightly. Steeling herself, Applejack motioned Pinkie along, opening the door the rest of the way slowly with a hoof. She was tempted to call out for Vinyl, but that would be very unwise. Pinkie backed in behind Applejack, eyes darting around.

She asked in a hushed voice, “Who would break into here?”

“Dunno.” Applejack kept her voice low as well, heading to the stairs. She had noticed the upstairs light on while she was outside. “You sensin’ anything?” She reaches the top of the stairs, peering around the corner to look down the hall.

“Nothing. Not even a twitch.” Pinkie followed right behind, turning to look down the other way. “But I do see a light.” Pinkie pointed with her hoof, drawing Applejack’s attention to the lit doorway. The door was closed, but the pair could see light from under the frame, somepony moving on the other side. The pair moved up to the door, Applejack staying in front. About halfway down the hall, Pinkie paused, her eyes wide. “Uh oh… Pinchy knee… Pinkie Senses...” She looks between the door and Applejack. “M-maybe we shouldn’t…”

“Vinyl is in here somewhere. We gonna just leave her?” She placed a hoof on the door and took a big breath. All at once, she let out the breath and rammed the door inward, stomping into the room, ready to fight.

“Woah woah!” Vinyl jumped, dropping the picture she’d been holding in her hoof. Her saddlebag was sitting on the bed, stuffed with her sound system and wires. “What is wrong with you two, sneakin’ up on me like that?” She set the picture down, stared at it for a second, then picked it up again. Opening the frame, she pulled out the picture, folding it and putting it into her saddlebags.

Applejack only caught a flash of the picture; a very young Octavia and Vinyl playing together in the park. Vinyl had an electric piano, while Octavia had her cello. Applejack had remembered when those two played like that, back before Vinyl had become a DJ. “Your front door was open. We were worried somethin’ might’a happened to you.”

“Hehehe.” Pinkie giggled a bit, her first genuine laugh in a while. “I knew something scary was going to happen, but I guess we were the scary things, huh? Hehe.” She covered her mouth with a hoof, trying to keep her laughing down.

Vinyl raised an eyebrow over her glasses, levitating her saddlebag onto her back. “It’s unlocked? But I’m sure I shut it…” Pinkie’s laugh cut off. When Applejack looked back, Pinkie was trembling head to toe, her eyes fluttering and her hoof tapping. “Yo, Pinkie… y’alright?”

“I don’t know what this means, but we weren’t the scary thing.” Once the pink pony was done sensing whatever she was sensing, she moved away from the door to be with the other two, turning to watch the only entrance.

Applejack moved in front of the other two, drawing her lasso from her saddlebag, getting ready to hogtie whatever came through that door. In the silence, Vinyl’s ear twitched and she steps forward. “I hear hooves. Somepony’s coming.” Applejack was impressed; she hadn’t heard a thing.

The three braced themselves, ready to face monsters of any shape and size. Vinyl leaned over, pulling something from a nearby cabinet. She held the cello like a club, levitating it upside down beside her, ready to swing it.

“H-hello?” A familiar voice stunned two of the three. Pinkie and Applejack took a half a second to recover, before the voice spoke again. “I’m not one of those… things. Please, I’ve been sneaking into houses to get food. I didn’t know anypony else was still here. If you’re a normal pony, please, don’t hurt me. D-did you stay behind from that other group that came through?”

“Trixie?” Applejack dropped the lasso after a short pause, hurrying to the door, just as the magician came up the stairs at the end of the hall.

In the past few years, Trixie had never become less boastful, but she had become less demeaning of her audience. She’d become quite a popular stage magician and grown in power, looking to eventually be a rival to Twilight once again, at least she had been, until Twilight became a Princess. The stage magician was by no means their friend, but she wasn’t their enemy any more either. Despite all her growth, she still wore the same general style as when they first met her, a pointed mage hat, with a long matching cloak.

“A-Applejack? Pinkie Pie?” Trixie looked shocked for a moment, then came close to crying with joy. She nearly fell over herself, rushing down the hallway. “I thought everypony in Ponyville was one of… them. I came here to find Twilight, but I just found an empty library. I’m so glad to see you two! I was starting to run out of food and water and I-“

“Calm down, Trixie. We know where Twi is.” Applejack smiled, patting Trixie lightly. “She’ll be glad ta see ya after so long. I think she’d be glad to see anypony who isn’t… you know... We were just grabbin’ some sound supplies and rations before we headed back to Canterlot. You wanna tag along?”

Trixie puffed herself up to a proper standing position, pausing a moment and looking between them in a silence that was longer than it had any right to be. She looked like she was summing them up, maybe thinking about her next words, before tossing her hooves out. “The Great and Powerful Trixie would enjoy nothing more than to accompany you all to see the Princess. Her exemplary magical talents will surely prove useful in the time to come.” Vinyl rolled her eyes. Now she remembered this show-boater.

“Just pull your own weight, got it?” Vinyl spat out, levitating the cello back towards the cabinet. After a pause, she drifted the instrument back, resting it on her back and clipping it to her saddlebags. Without a word about the cello, Vinyl walked past the other ponies, heading out the door and down the steps. Applejack and Pinkie just watched her, standing beside a very confused and angry Trixie.

“Ugh. The Great and Powerful Trixie always pulls her weight! She is like a feather to cinder blocks like yourself!” Applejack pushed out a laugh.

“Be nice, Trixie. She had to… put down her best friend a few weeks ago. She ain’t been the same ever since.” Trixie opened her mouth to protest, but let it close slowly. She looked over to Applejack, fixing her mane.

“Fine. Trixie will try to keep her greatness contained more in that one’s company. But the Great and Powerful Trixie would also like to know what became of Sparkle. Trixie was not worried, but I would not like her to perish before I can become stronger than her, you know.” Applejack smirked.

“She’s fightin’ off the Risen - that’s what she’s been callin’ those monsters - in Canterlot. Should be waitin’ for us when we get back.” Trixie let out a sigh that she thought was secret and nods. “Now I wanna ask, you mentioned other ponies commin’ through?”

“Yes. A group of southern ponies, dressed up in folksy clothes. Perhaps from Dodge Junction or around there? They came from the Everfree Forest. Trixie just stayed in the Library.” She rushed through that part quickly, laughing a little here and there. “It was about two days ago... Well, we shouldn’t dawdle. The Great and Powerful Trixie doesn’t believe she should let any of you get too far from her greatness and I will not linger in this place any longer. I ran out of food this morning...” Trixie pat her chest with a hoof and started out. Pinkie, at some point, had moved to Applejack’s other side.

“Hey Trixie.” Pinkie spoke up, tilting her head to one side. “Why were you looking for Twilight anyway?”

Trixie froze up a bit. “That is Trixie’s business. Do not pester her with trivial questions. Please, let us just be on our way. This place worries me.” With that, Trixie hurried out, leaving no room for further discussion, limping slightly on her left, back hoof. Applejack knew that look though; she’d come looking for Twilight’s guidance. It was an expression Trixie always tried her best to hide.

“It's really hard to trust her.” Pinkie muttered, frowning a little as she watched the aqua mare descend the stairs. “But we don’t have a choice. We can’t leave her here, like this.” Pinkie started off, Applejack following beside her.

“And you think I was born on Crazy Creek? I don’t trust her as far as I can throw her... Scratch that, I could throw her pretty far. She never really came off to me as the ‘redemption’ type. Though times like these, they can change you.” Applejack smiled, as they started down the steps, heading to the front door. “Just keep smilin’ and give her a chance, I say. She seems to be in a pretty bad way.”

As the two vanish through the door, a pair of solid, bright blue eyes flicker to life in the shadows of the lower floor. After a brief moment, they close again, remaining silent.

Author's Note

So, I think a little explaining is in order.

At the time of writing this story, I was still in the beginning of Season 3. Cadence and Shining Armor hadn't had a baby yet, Trixie hadn't shown up in No Second Prances yet and I apparently hit a lot of things on the head. I mean, Cadence having a baby was an obvious eventuality. I still think White Knight is a better -and funnier - name, but Cadence giving birth to an Alicorn is much more interesting, I confess...

-Inkheart

Chapter 8: A Touch of Madness

With nothing stopping them, the ponies went about cleaning out the town as best as they could. Vinyl couldn’t carry anything more, weighed down with her sound system and Octavia’s cello. When asked, she refused to leave it behind and Applejack wasn’t about to fight with her on that point. “If you need a hoof carryin’ it, just ask, okay? You don’t need to carry it all by yourself.”

“Thanks, but nah. Tavi’s weight is my weight and I’ll keep it that way.” Vinyl answered with a little smile, as the group prepared to set on the road.

Trixie was staring nervously down the street, drawing Vinyl’s attention. “Yo, phony.” Trixie ignored her. “Magician. Hey, Trix, why do you look like you’re about to vomit or something?”

“Over there...” Trixie motioned, tilting her head to point. In the distance, two or three shambling figures were walking into view, teetering on their hooves as if they were drunk. They were all Earth Ponies and, much to Applejack’s misery, they appeared to be dressed like the residents of Appleloosa, only covered in bite and stab wounds. Applejack felt sick to her stomach, looking at the ponies she’d once shared meals with, once known by name, revived by sinister powers. Their eyes burned with dark energy as they sought out something to sate their eternal hunger.

“We need to run.” Pinkie leaned over as she spoke, grabbing Applejack’s head, physically turning her eyes from the Risen. “Don’t stare. Just run.” The other two had taken the cue, starting in the direction of the train tracks.

Trixie’s limp was more prominent now, her ability to disguise the injury long gone with fear and haste. Applejack and Pinkie follow up the rear, hearing the howls and moans of the Risen as they became aware of the running meal. The group fled, nopony looking back, the sounds of thundering hooves getting farther and farther away. Soon, Ponyville was gone from behind them, the train tracks clicking under their hooves. Panting, the four ponies stopped for the day, heaving in heavy breaths. They were closer to Canterlot, the massive city visible in the far distance on its mountainside perch.

Applejack slides off her saddlebag, sighing as she wiped some sweat from her face. She sat down, letting the weight off her shoulders. “I think we lost ‘em.” She and the others had taken to a small space beside the tracks, a very small clearing resting among the trees. “We should have somepony watch for ‘em, just in case.” The others shrugged free of their saddlebags, letting out sighs of relief.

“We should start a fire and get some food.” Vinyl sets down her belongings, holding the cello just long enough to make Applejack worry about her again. “I’ll keep an eye out. You guys worry about the fire, okay?”

Pinkie had regained some of her bounce in the time of silence and hopped around their makeshift campsite. “Who’s up for scary stories? Those are always great around a campfire. Oh oh, how about The Pony in Yellow? Or maybe The Cursing of Colonel Buck? Ooh ooh, maybe a good old classic like the Olden Pony?” Pinkie had a hoof gesture and silly pose for each one, making Applejack giggle. Leave it to Pinkie to find a way to make somepony laugh, even in such a dark time. Trixie was less enthused.

“How can you think of old mare’s tales at a time like this?” Trixie said, an audible crack to her voice at the end. Applejack noticed a look in her eyes, frantic and manic, like somepony who’s terrified to even breathe. She was sweating and tapping her hoof, generally making the others uneasy. Applejack looks over to her, frowning.

“Trixie, I figure now’s a good a time as any to ask. I saw you limpin’ back there and wanted to be sure ya weren’t bit.” Applejack keeps her tone level, eyes locked on Trixie to look for any unusual reactions. She makes a mental note as Trixie’s eye and ear twitch. “I ain’t sayin’ you are. Honestly, I figure you would be a lot sicker if you were, but I just wanna know what is wrong, so we can be sure to plan for it.”

“T-Trixie doesn’t wish to talk about it, but if you insist. While she was running from the monsters, Trixie fell on a root and hurt her leg. It healed poorly, so running has become difficult.” The magician’s eyes were darting between them, looking worried or scared. “I can prove it. See, no bite.” Trixie lifted her cloak, showing off her body.

There wasn’t any bites visible to Applejack, but that didn’t convince her right away. She stared at Trixie until the mare started looking uncomfortable. “I’ll go get some wood for the fire and some food. There must be some nice herbs around here somewhere. I need some time alone.” Trixie rushed her sentence, turning to hurry into the woods. Applejack watched Trixie leave, considering.

“You two set up here. I’m gonna go see what’s eatin’ her. That ain’t fittin’ to what we know of her.” Applejack mumbled out, starting after Trixie. Something wasn’t sitting right in all this; either Trixie was hiding a bite somehow, or she was lying. Applejack knew the face of a liar when she saw one.

She slowed her steps, moving silently as she follows the aqua mare. The woods wrapped around them, holding them in a dark embrace. Eventually, Trixie stopped, looking over a patch of flowers. They were daisies, resting beside a small pool of water. At first, Applejack thought she was looking at the flowers, but quickly she realized she was staring at her reflection.

“You know…” Applejack twitched as Trixie spoke, freezing in place. Had she not been quiet enough? “You can’t trust them, Trixie.”

Applejack wasn’t sure if she should relax when she realized she wasn’t seen, or become more tensed when she realized Trixie was talking to herself. Trixie’s eyes were wild, her ear twitching constantly. As she spoke, her voice trembled. “They’ll be like the others soon. They’ll get bit and then they’ll bite you and me...”

She shifted her leg so she wasn’t standing on it anymore. “Like the ones who broke our perfect leg. They called us crazy, but I was just doing what I had to do. They would turn into monsters and they would bite and turn us into monsters too. We both just did what Trixie had to do. And we will do what we have to do, again. Won’t we?” Trixie’s hat levitated off, resting in the grass. “The white one, I can trust. She barely remembers Trixie. But the other two are friends of Sparkle. They’ll stab Trixie right in the back, even if they aren’t turned into monsters, I’m sure. Yes. They’re treacherous ponies, the lot of them.”

Trixie’s twisted grin made Applejack’s blood freeze. It wasn’t the kind of grin a sane pony would make. “They won’t get Trixie. She won’t let them. She’ll stop them, like the other ones.” Her horn shimmered, a knife slipping from a small pouch she had kept hidden inside her cloak. It was one from Sugarcube Corner and, sickeningly, it was smeared with dried blood. Applejack took a step back, deciding to run. She would pretend like she never saw this and they would abandon Trixie later on, once they were a safe distance from Ponyville.

A twig snapped under her hoof, makes her whole body tense. Of all the times for a stupid cliché, it had to be now, didn’t it? Applejack cursed her luck as Trixie turned slowly, chuckling. “Are they showing their colors earlier than expected?”

Applejack turned, rushing back to the camp. She needed to warn Pinkie and Vinyl. She heard a faint hiss, followed by a loud sound, a thunk, from her left. She didn’t stop; she had no time to worry about anything but where she was going. She hoped that something was there to slow Trixie down, but she wasn’t holding her breath. When the trees broke Applejack sped up even more, glad she wouldn’t need to dodge them anymore.

“Girls, we need to get outta here! Pack up and get runnin’ now! Don’t be stoppin’ to look at me like that, get those saddlebags back up and get goin’! Now!” The two didn’t argue, putting their saddle bags on. Vinyl hurried, re-strapping the cello to her back.

“So what’s this all about, AJ? Those things out there?” Vinyl spoke, as Pinkie Pie was still packing. As she started approaching, she looked somewhere over Applejack’s left shoulder. “Hey Trix, you know what this is about? You get some food?” Applejack’s pupils shrunk to pinpoints. There was a flash of light and something hissed through the air. Applejack felt the wind on her neck, making her swallow instinctively. Vinyl shouted in pain as a wound burst from her side, the saddlebag falling, the strap cut. Pinkie gasped, dropping her bag as the knife drifted back to Trixie’s side.

“Trixie’ll have all the food Trixie will need soon enough.” The mare’s eyes burned brightly, with both insanity and magic. “All Trixie needs to do is carve it.” The knife swung again, a slashing motion this time, at Applejack. The orange pony jumped, leaping out of the knife’s reach. She skidded to a stop, turning to face Trixie.

“It’s three on one, we can take ‘er.” Vinyl and Pinkie nodded, Vinyl dropping the cello to lighten her load. “Maybe she’s got a reason for all this craziness. Let’s try to not hurt her too bad. Trixie, calm yerself down! We’re your friends!”

Applejack yelped, dodging a flying knife, which lodged itself in the ground where her hoof had been second before. Vinyl hurried to levitate it, but Trixie’s magic easily overpowered hers, the magician having more strength in the field of levitation. “The Great and Powerful Trixie will not succumb to your filthy lies! Y-You’re all probably already bit and hiding it. Or you’re just luring Trixie into a false sense of security so you can kill her. Like those filthy mud ponies from before.”

Applejack seized up, realizing something. “… From before?” Pieces began clicking together in her mind and terror rose in her throat, along with bile. “Trixie, you- how could you?” Applejack paled, trembling. “How many? How many did you kill?” Pinkie and Vinyl both turn to look at Applejack, then Trixie, terrified.

“The ones we had to. As many as I had to, to make them leave us alone. They were plotting to kill us, I know they were. They hated Trixie before all this. They called her a fraud and chased her out of Appleloosa. But who has power now, huh? All of you mud ponies are so predictable.” Trixie’s laugh was manic, thrown in the middle of words here and there, as if she couldn’t control herself. “I killed them. I killed them, one by one. With this very knife.” As she spoke, she started crying, but the smile hadn’t left her face. “And then, Trixie ate well. Trixie survived. She always survives.”

Applejack felt a surge of rage. She pictured Braeburn and the other Appleloosans being knifed to death by Trixie. Her blood boiled and soon, she didn’t care who Trixie was anymore. “Fine. We’ll just have to kill you first, then.” Trixie laughed out loud, swinging the knife at Pinkie Pie this time. The pink mare managed to duck, but yelped as the knife ripped through her ear. She stumbled and falls, trembling, staring down at the small chunk of ear Trixie had removed, resting in a small pool of blood.

Applejack took initiative while Trixie was distracted, rushing towards her. “Vinyl, get me my lasso! It’s in my bag!” Vinyl acted swiftly, levitating the lasso out, flinging it towards Applejack. Trixie returned the knife back to her, dripping with blood from Pinkie’s fresh wound.

“That won’t work, you lesser pony. The Great and Powerful Trixie will still kill you easily.” The knife flipped in the air, moving to stab down at Applejack, who hopped to the side to avoid the slash. She avoided being injured, but the knife cut cleanly through the rope, severing the knot Applejack normally left tied in it.

The knife flew outwards, in Pinkie Pie’s direction as Trixie abandoned it, opting for a burst of magic light instead. The flash was blinding, leaving Applejack helpless. Trixie’s grin grew as she stared down at the crippled mare, horn dancing with deadly combat magic. “Let me show you what Snarkle’s library taught me, you filthy-“

Trixie stopped, twitching slightly, her eyes wide and her mouth gaping in surprise and pain. The knife was lodged in her side, blood leaking from the wound, Pinkie’s hoof wrapped around the handle. As Applejack’s vision returned, she soaked in what she was seeing.

Pinkie’s hair had straightened out and her eyes were empty, devoid of any rational thought. Applejack had seen this before and the sight of her enraged friend chilled her bones. “Pinkie, don’t!” Applejack shouted, but Pinkie twisted the knife, making Trixie buckle and collapse in agony. As the aqua unicorn screamed in agony and terror, Pinkie started to slowly grin, her lips twitching as if they were lifting themselves forcefully. Applejack was forced to watch, terrified. It almost mirrored Trixie’s smile, in a sick way.

“There is no laughter in a world like this.” Pinkie said, giving the knife another sound twist. Trixie screamed again, crying now and begging for Pinkie to stop. Pinkie heard none of it and never stopped smiling. She didn’t even hear Applejack screaming for her to snap out of it.

“There aren’t any smiles either. Nopony smiles anymore. So I’ll just need to make them smile.” Pinkie ripped the knife out, grabbing Trixie’s mane and pulling her up to stare into her eyes. Pinkie was oblivious to the world around her; it was only her and Trixie, alone in a dark void of madness. “Do you want to smile, Trixie?” The knife tapped against Trixie’s gritted teeth, and then slipped between them, forcing her to open her mouth. “I can make even the saddest pony smile, now. Don’t believe me? Let me show you, Trixie.”

Trixie cried, trying to push Pinkie Pie away. She was in too much pain to concentrate on her magic and was in no position to outdo Pinkie Pie in physical strength. Pinkie braced to slide the blade up, through the cheeks of Trixie’s muzzle, laughing to herself as she did.

The knife was suddenly coated in a light blue aura and Pinkie twitched, trying to force it to move.

Vinyl wasted no time tugging the weapon from Pinkie Pie. It had taken a few seconds for her shock to wear off, but the task was easily done now, sparing the wounded mare more torture. Trixie bubbled out thanks, her wound oozing blood. Pinkie went to turn, to demand for the knife back, but Applejack was there, swiftly kicking Pinkie square in the face. Perhaps it was a little excessive, but Applejack couldn’t see her friend like this any longer. Pinkie fell unconscious, landing overtop of the bleeding Trixie. As Applejack looked over the pair, she met eyes with Trixie.

Trixie was horribly wounded, the cut digging in between her ribs. Pinkie must have broken them and spread them apart because, much to Applejack’s dismay, she could swear she saw something that wasn’t muscle among the wound. “T-Trixie doesn’t… I don’t want to die. Please… A-Applejack, save me… Please. I… don’t want to be one of those… those things. Do something. Do… anything. P-please.” Trixie’s voice was hoarse, her speech broken by bouts of pain and coughing. As the mare continued to beg, Applejack just stared in silence. Trixie had killed her family members in cold blood. She’d injured them, if Applejack’s guess was right, and left them to be eaten in her stead by those monsters, while she ran to save her own hide.

So why wasn’t Applejack overjoyed to see this? She felt a pang of guilt, as she realized that a part of her had wanted Trixie to die, but now she was regretting it. She’d gotten what she’d wished for.

“What’re we gonna do?” Vinyl moved up alongside Applejack, tossing the knife into the trees. “Leave her? And what about Pinkie? That was some crazy stuff there and I’m not too sure travelin’ with her is a good idea.”

“We ain’t leavin’ either of em.” Applejack spoke sternly, turning to look to Vinyl. “Get Pinkie and patch her ear up. Be sure there ain’t no sharp things around when she gets up, you understand me? I’ll deal with miss magic here.” Vinyl nodded and without another word, left to fulfil Applejack’s orders.

As she looked down over Trixie, Applejack remembered when she first met the boaster. She’d hated her at first and, even after she returned with the Alicorn Amulet, she had little reason to forgive the magician mare. But now, seeing her like this, begging for mercy and wracked with pain, Applejack regretted never giving her a chance. Leaning in, she lifted Trixie as gently as she could, resting the wounded unicorn onto her back, silently carrying her into the woods.

“You know, you caused me a load a trouble a lotta times and, all those times, I never really gave you a chance at redemption. I’m sorry for that, Trixie. You deserved another chance.” Applejack sets her against a tree in the woods, looking at her. She was pale from blood loss, far beyond saving, but she was still conscious. She wasn’t able to reply, but her eyes showed she understood Applejack. “I-I won’t let you turn into one of those monsters. You don’t deserve that. And I ain’t about to make ya suffer any more. Close yer eyes, T-Trixie.”

Taking a deep breath, Trixie listened and obeyed, closing her eyes. She’d come to realize nothing could be done for her. Fear and pain had given way to a calm clarity. Even her madness had faded, in the wake of her death. “Sparkle…”

Applejack turned, closing her own eyes. She imagined herself on her farm; the world still bright and hopeful. Applebloom would be home from school soon and she’d need to get her help with making cider. She was going through her usual daily routine, buck a tree for the apples in the branches. Her breath was heavy and her body hesitated, knowing this wasn’t the same as harvesting apples. There was a moment of stillness around her, tears streaming from her eyes as she braced to kick back.

No matter how hard Applejack tried, she couldn't disguise the sound of Trixie's skull, cracking under her hooves. She knew that sound would hide in the back of her nightmares, for the rest of her life.

Author's Note

So, a few interesting things;

When I was writing this, I was still a relatively new brony. Grimdark fanfics, like Rainbow Factory and Cupcakes lead me to write my own; this. As a homage to my original inspirations, I have themes and direct references to them throughout the story. For instance, as a bit of a teaser, I will mention that Rainbow stumbles upon the ruins of the Rainbow Factory.

This chapter is where I really started putting the 'Grim' in Grimdark.

-Inkheart

Chapter 9: Sunrise and Sunset

Twilight kept moving at a steady trot as she went down the halls, having just left the company of Luna. The two had spent hours devising a proper plan for the evacuation of Canterlot, which would take place either immediately after the return of Applejack and her crew, or after the passing of two weeks. If they weren’t back by then, the worst could safely be assumed.

Twilight wasn’t sure where to go at this point. She wandered the castle halls, meeting and greeting ponies from every walk of life, but everywhere she went, she felt like judgmental eyes were on her. As a princess it was her duty to be a beacon of hope for those around her, but what if she didn’t deserve that? As a friend, it was her passion to make the ponies she cared for, loved even, smile; but could she do that still? Even with blood on her hooves?

“You’ve failed us, Twilight.” Celestia’s voice rang out from somewhere up ahead, making Twilight pause. It wasn’t the first time her mind had played tricks on her recently. Twilight hadn’t had any restful sleep for a few days now and she’d begun to have auditory hallucinations. She shook her head, dispelling the ghostly voice. “You’ve failed us all.” Its persistence was unnerving, making Twilight pick up her speed from a walk to a trot and then to a canter, her hooves clacking loudly on the stone. “What have you done?”

Twilight rounded a corner, nearly colliding with another pony. Rarity gasped, jumping a bit at the sight of Twilight. “Oh darling, you really mustn’t startle me like that.” She chuckled, giving her dear friend a smile. “Are you alright? It’s not like you to be wandering aimlessly like this. How did the conference with Luna go?”

“About as well expected.” Twilight had talked about more than the escape plan, naturally. She had also spoken to Luna about building a monument to the ponies who perished during this incident. It was a phenomenal idea that Luna supported wholeheartedly, but both princesses felt it’d be better focus their attentions for now on keeping that monument as blank as possible. “How is Spike doing?”

“He’s been a dear, really. You taught him to be quite the caretaker.” Rarity chuckled daintily, motioning for Twilight to walk with her. As the two continued down the hall, Rarity continues the small talk with Twilight. Eventually, Twilight grew curious why they were talking about such trivial things. “In times like this, we really must maintain our integrity and retain our old lives in whatever way we can. It’s what separates us from the savages.” She fixed her mane with a hoof, eyes closed as she walked. “It’s what helps keep me… together, I suppose is the word.”

Twilight thought about that, finding herself smiling as she did. “You know what, Rarity? That’s a very good point.” Twilight had been focusing all her attention onto the war outside, but Rarity was doing the opposite, maintaining order within the walls, along with Fluttershy, who had taken to teaching quite nicely. The two were a bastion of strong will and happy emotions.

“Any word from Applejack?” Rarity asked, giving Twilight a nervous look.

“I’m afraid not. But honestly, I didn’t expect to hear from her until she returned. It’s only been a day, anyway. It will at least take them that long to walk here, uninterrupted. Have some faith.” Twilight had the utmost confidence in Applejack. Never once had she been lacking when it really came down to it. If anypony could do this, it was her.

The two walked onwards, loving the company and talking of times long past. For the first time in forever, the smiles were genuine and the laughter was real. It seemed they had indeed found something happy in these dark times, after all. Their friendship hadn’t even dimmed slightly, among all the mayhem.

Sleep eluded Twilight, no matter what she tried. Regret battled with fear in a war to keep her eyes open. She sat up in her bed, groaning. A walk, she hoped, would help clear her mind. Slipping from her bed, Twilight wandered into the halls of Canterlot Castle, enjoying the peace and quiet of her surroundings. Just as she was sure sleep was a possibility, something happened to shatter all her illusions.

“Twilight.” The voice caught Twilight off guard. Snapping her head up, she gasped. Celestia stood at her full regal height, watching her from the other end of the long hallway. Twilight felt herself start to cry, a smile stealing it’s way onto her face.

“Princess? Celestia, is that you?” As she took a step, Celestia turned, walking down a corridor off to the side. “No, Celestia, please wait!” Twilight hurried after her mentor, but when she rounded the corner, Celestia was gone. A wave of vertigo and nausea hit her, making her question if Celestia had been there at all. It was the most vivid hallucination she’d had yet; she needed sleep more than ever, that was becoming increasingly clear.

On her way to her room, Twilight’s ears caught the sound of somepony knocking hard on a door. When she realized it was her door being knocked on, she trotted over briskly. “What’s the matter?” The guard who had been knocking stopped, looking over to Twilight with a shocked look.

“Your Highness.” He say, bowing. “I-It’s the Princess. Princess Celestia arrived just moments ago.” Twilight felt her heart throb hard in her chest. Had that really been Celestia? The guard added that she was in council with Luna, and Twilight was off before he could finish talking. She galloped with every ounce of her strength, up to Luna’s quarters, knocking on the door enthusiastically. Luna opened the door, smiling a bit at Twilight’s expression.

“Twilight, I’m glad the guard found you.” Stepping aside, Luna revealed Celestia, lying on the bed inside. “She’s okay, Twilight. She is exhausted, but okay; from what I’ve gathered, she has been flying to every city she could, telling everypony that would listen about the threat. She told them all to come here…” Luna started crying as she spoke, wiping her face with a hoof. “She made it, Twilight. My sister is home.”

Twilight smiled. She stepped forward to say something, sighed, and then collapsed, passing out on the spot. With the stress pulled from her shoulders, Twilight had drifted to sleep standing up.

The next day came, and Celestia was still holed up in her room. The Princess was too worn to make a public appearance yet, funneling all she had, magically and otherwise, into her task of rescuing as many ponies as possible. As Twilight walked through the hall, something caught her eye.

Twilight blinked, seeing something flash in the air outside the barrier. Trotting closer to a nearby window, Twilight watched as a ball of neon green energy rose into the sky, exploding in the air with a loud concussion. “They’re home...” She whispered, recognizing the idea behind Vinyl’s firework spell. The princess had hoped the spell would be more subtle, but in this moment, she didn’t care. “They’re home!” Twilight felt joy spike through her heart for the second time in two days. Finally, the world was looking a little brighter.

She galloped through the halls, planning a reunion party in her mind as she went. She needed to go out and gather her friends from beyond the barrier, but that was easily done. Overcome with joy, Twilight cheered her happiness to no one as she galloped through Canterlot Castle’s halls.

Hurrying to open a space in the barrier, Twilight glided out, masking herself with a powerful invisibility spell. It was a magic of her own creation, just one of many that she’d made since her ascension. Even Celestia had been impressed with her magical prowess when she’d shown off this spell, a complicated refraction of light and shadows.

Spotting the group near the woods, Twilight landed. Everypony seemed to be okay, and Twilight even saw an old face she’d never expected to see again. “Trixie!”

“Hello there, Twilight.” Trixie waved haughtily. “The Great and Powerful Trixie is glad to grace your presence with her glory.” Applejack and Pinkie walked over, Vinyl sticking in the back.

“Hey girls. Where is the sound system? Don’t tell me it was broken…” Twilight tried to not show her enthusiasm when she said that. She was so glad her friends were safe, and that another friend had even been saved. At least, she supposed that, given the circumstances, she had no more reason to consider Trixie as anything but a friend.

“Sorry Twi. We tried.” Applejack shrugged a bit, but offered a hug to Twilight. “But we’re all as dandy as can be, here.” Twilight accepted the hug, trying to not cry.

“Why don’t we get inside, huh?” Twilight turned, the group gathering around her as her horn glowed with energy. In a flash, the group was inside the barrier, among the others in the garden. “Everypony! AJ and the others are back!” The group was swiftly swarmed by Ponyville’s residents, asking them how Ponyville looked and what happened to them. Even Trixie was met with a degree of camaraderie.

“We’re just really tired, that’s all. We don’t really want to talk right now.” Pinkie waved a foreleg like a wet noodle, yawning. Twilight found herself chuckling.

“I imagine you all ran here as fast as you could. I had Luna prepare rooms for you all the moment I saw Vinyl’s spell. I was only expecting three of you, but I’ll get you a room too, Trixie.” Trixie looked around, along with the other two, soaking in her surroundings.

“Thank you, Twilight.” Trixie fixed her mane, shifting her hat into a better position on her head. “The Great and Powerful Trixie is in need of a great and powerful power nap.” She laughed a little, the corner of her lip twitching, making it look very strained.

“Are you feeling okay, Trixie?” Twilight tilted her head a bit, raising an eyebrow. “Normally you don’t joke around like that. It’s very out of the ordinary for you.” Trixie just laughed more, wagging a hoof.

“I’m fine, just tired. Come on, let’s get to that room.” Twilight nodded, but keeps an eye on her former rival. As they moved along, the group walked in silence, making Twilight even more concerned. Reaching one of the rooms, Twilight opened the door with a quick burst of magic.

“Here you are, Trixie. This room has been empty, so I doubt Luna would mind you using it.” Trixie walked in ahead of Twilight, looking all around her.

“It will serve the Great and Powerful Trixie nicely. Thank you Princess.” With a burst of her own magic, Trixie closes the door, going to get some rest, Twilight assumed. The princess walked along the hall with the other three, frowning slightly to herself. “Is it just me, or is Trixie acting very strange?”

“When we found her, she was all alone in Ponyville. Been there alone since we abandoned it, I reckon.” Applejack kept her voice low, as if she was worried about waking somepony up. “She was kinda loopy, but we calmed her down and she ain’t done nothin’ since.”

“Well, if you say so, AJ.” Twilight sighed, looking to Vinyl and Pinkie, both of whom had been very quiet. While she couldn’t see past Vinyl’s glasses, Pinkie was looking down with a glassy look in her eyes. It worried Twilight more than a little, seeing her usually excitable friend looking like this. As she dropped each girl off in empty rooms, she felt the same thing; something was wrong about all of this. None of it felt quite right.

“G’night Twi. You go get some rest now. You look like you’re dead to the world.” Twilight laughed at Applejack’s words, but it was hard to even force a laugh. Once the door was closed, Twilight turned and started down the hall. After several steps, she stopped and looked back at Applejack’s door, chewing the inside of her lip. She should be happy they were back, but something felt… wrong.

When Twilight awoke, it was daytime and for the first time in days, she felt rested, rejuvenated and ready for action. Stepping outside, she was immediately greeted by a guard, who saluted her. “Morning Princess Twilight. I was asked to inform you that Princess Celestia and Princess Luna came to the consensus that the planned Sonic Rainboom would be taking place later this morning. They didn’t wish to disturb you.” Twilight was thankful for that. She stretched her back hoof out, eliciting a faint pop from her joints.

“Can you please tell me where Rainbow Dash is? I want to see her off personally.” The guard noded, leading Twilight along towards the armory.

Rainbow was inside, stepping into a lightweight set of royal guard armor. Grunting now and then, she managed to pull the last strap and get herself ready. “Oh, Twilight!” Dash rushed to her friend’s side, smiling exuberantly. “I look great, huh? This armor is so me.” She grinned, trotting in place. Just as quickly, she stopped, snapping to crisp attention. The time in the Wonderbolt academy had taught her a strict code of discipline. “I’m ready to go whenever you give the word, Princess. I’ll lure the Risen away and be to Cloudsdale before they can even blink.” Of that, Twilight had no doubt. She was sure Rainbow could outrun the monsters outside their walls. No, her fears were what Rainbow was flying into, not what she was flying away from.

“Good luck, Rainbow. Remember, get to Cloudsdale and, if it’s already overrun, find survivors and retreat for now.” She pats her friend’s shoulder affectionately. “Now go, and save some ponies, alright?”

Rainbow grinned at that, taking flight and hovering just off the ground. “Of course I will! I mean, look at who you’re talkin’ to here.”

The two continued to talk as they left the castle, discussing strategies and ideas on what Rainbow could do, if Cloudsdale was in poor shape. Princess Luna and Princess Celestia, looking tired but composed, stood to await Rainbow’s arrival. As Luna opened the hole in the barrier, Rainbow took a deep breath. Twilight watched as her friend hunched down, bracing herself, stretched, and bolted off with all her speed.

There was a brief moment of silence, before a loud boom rang over the city, a ring of rainbow light flowing out from a point just outside the city. Twilight turned her eyes to the Risen covering the barrier, biting her lip as she awaited the theorized reaction. It wasn’t long before her patience bore fruit and the back of the horde began to migrate, drawing the attention of others. It was just the chain reaction Twilight had predicted.

“Thank Celestia…” She lets out a long breath, smiling. “About time something went according to plan.” Twilight planned to evacuate Canterlot half a day after the Sonic Rainboom to give the swarm time to disperse after Rainbow Dash. For now, she could finally relax and just help ponies pack. Trotting to her room in the castle’s tower, Twilight opened the door, slipping inside. Spike was there, reading a book quietly. When Twilight entered, he gasped and hopped up, immediately shutting the book.

“Twilight! Did Rainbow Dash do it?” Twilight gave Spike a nod, getting a cheer from her little dragon companion. “Awesome! Now we can get ready for the evacuation!”

“Too right, Spike.” Twilight’s horn shimmered, lifting a quill, ink and parchment, laying them out on the table in the middle of the room. “I haven’t said this in a few months. Spike, take a letter.”

Spike seemed quite eager to jump to the task. Even years later, he was still the assistant she adored. “We need to make a checklist to prepare for this escape. There are a lot of things to do and I’m really tired of having to do everything on the fly. It’s all so chaotic and it makes me nervous.” Spike laughed a bit, picking up the quill.

“Well, what’ll you put on here? We are headed to the Empire, right? Are we going by train?” Spike asked, getting a nod from Twilight.

“The first step would waiting till the way is clear, then moving the train back to the tracks. We removed the damaged caboose, but with so many new ponies, we’ll need to either get a second train or add more carts to the one. I opt for the latter, if Full Steam thinks the train can do it.” Twilight began to pace, to help her think more clearly. “Then, there’s the matter of supplies. We don’t know how the Empire is doing, so we should bring a stash of supplies with us. Maybe have everypony carry a little, to make it easier?” She opened her mouth to speak, but was interrupted by a knock. “Oh. Who is it?”

Rarity’s voice came from the other side of the door. “It’s Rarity, dear. You must come out here, something big is happening.” Rarity sounded excited, more-so than she had in a long time. “The Appleloosa ponies are here! Braeburn is safe! Applejack is going to be so happy!” Twilight felt herself smile a soft, genuine smile. This was some of the best news she’d gotten since everything began. She had been genuinely concerned about Applejack, ever since she saw her pained expression back in Ponyville.

“I’ll be right out to welcome them personally. You go get Applejack and tell her we have a surprise for her.” Smiling, Twilight looked to Spike. “Put the list on hold for a little longer, Spike.” At least there was a good reason for it, this time. Heading back out, Twilight let out a long, relieved sigh. Maybe this was a sign that things were improving.

The Appleloosans were tired, hungry and weather-worn. They had injured among them, but none of them were bitten. After the guards had looked them over, they freely walked among the Ponyville ponies, mingling passively. The Apple family was with them before Twilight even arrived, Applebloom running around with some of the colts and fillies who’d made it out of Appleloosa alive. Granny Smith had taken to talking to some of the mares, but it was painfully obvious that very few of the elderly ponies had survived. The sheriff, Silverstar, was also among the deceased.

“Welcome to Canterlot. Or, what is left of it.” Twilight smiled a bit as she approached Braeburn, who was seeing that food was brought to the hungry travelers.

“Well wallop my withers, if it ain’t Princess Twilight. Howdy!” Braeburn was obviously overjoyed to be behind safe walls again. “It’s been ages since I last saw you, Princess. And then, you weren’t so much in the flyin’ business.” The two shared a laugh, recalling the time spent in that not-so-distant settlement, resolving the Buffalo conflict.

“I’m really happy to see you’re all okay. I’ve been worried sick. When I went to check on Appleloosa, it was already empty.” Twilight frowned a bit, shaking her head. “I wish there was more I could’ve done.”

“Don’t worry your pretty little head there, Princess. Us Appleloosans are mighty good at bouncin’ back. Besides, there weren’t nothin’ you or anypony could’a done. Everythin’ went real sour in just a day.” Braeburn, clearly the leader and speaker for the group, began to explain.

“It hit us all sudden like, it did. One minute, it’s another bright ‘n sunny day in Appleloosa, and the next; ponies eaten’ other ponies. Didn’t help that Appleloosa was hostin’ a big ole hoedown for the whole town. Had ponies from all over there to make it bigger.” He looked over to a smaller group of ponies, separate from the others. They weren’t excluded, by any means, but it was obvious to see they weren’t from Appleloosa. Many wore clothes with the same style, but made of finer materials. The biggest tell, however, was how they weren’t closely knit to the larger community.

Twilight didn’t personally know any of the ponies there, but one caught her eye. Twilight’s pupils shrunk, sweat gathering as she stared at the lime yellow pony. “Who is that?” Twilight asked, motioning with a hoof.

“Ah, that there’s Fiddlesticks, from Fillydelphia. She’s one’a Applejack’s cousins.” Braeburn nodded matter-of-factly. Much to Twilight’s dismay, Fiddesticks greatly resembled the late Octavia Melody, and Twilight had a sinking feeling that her and Octavia may have some deeper connection. They even shared a similar cutie mark and both played instruments, if the case on Fiddle’s back meant anything.

“Well…” Twilight changed the subject of her attention, hoping to forget that problem for the moment. “You came at just the right time. We were just about to head to the Crystal Empire to set up a stronger defense. The cold is their weakness and we plan on using the Empire’s natural climate to our advantage.” Braeburn grinned as he heard that, snickering.

“Well, color me crimson and call me delicious! That’s soundin’ like a mighty good plan, I’d reckon. Them things are as cold as the grave, and move like frozen molasses. Your tellin’ me freezin’ em is the best thing?” He pounds his hoof to the ground a few times, chuckling to himself. “Wish we’d known that. Coulda done us some good, maybe.” Sighing, he looked up to Twilight. “How’s my cousin doin’?”

“Applejack is fine. She should be here very soon, actually.” Twilight had to admit, it felt great passing on good news. Braeburn started crying a little at those words, but held it in.

“I saw so many ponies go down, Princess, I was terrified it happened all over.” He wiped his face, hiding the few tears that’d gotten free. “Thank you, Twilight, for keepin’ her safe.”

As he says that, a blindfolded Applejack is lead along by an excited Rarity, flanked by Vinyl and Pinkie Pie. As the three approached the Appleloosa group, Rarity stopped to talk to Twilight. “The others insisted on tagging along, so I figured, it couldn’t hurt. This surprise is mostly for Applejack after all.”

Twilight nodded to Rarity, but mostly to herself, watching the situation unfold. Rarity happily trotted behind Applejack, levitating the blindfold off. Applejack blinked a few times, rubbed her eyes, then stared at the Appleloosa ponies.

There was a long pause, a silence to both sides that made Twilight nervous. Applejack tilted her head a bit to the side. “So uh… What’s this all about now?” Braeburn grinned, laughing.

“Very funny, Applejack. Quit kiddin', you! You can’t tell me you forgot your own cousin.” He puts a hoof around Applejack shoulders, smiling broadly. Twilight hadn’t taken her eyes off her friend. The sense of wrongness came flooding back tenfold.

“Hey Vinyl.” Twilight walked over to the white pony, who was relaxing in silence nearby. Applejack was laughing and bantering with Braeburn now, and Twilight didn’t care to interrupt. “There’s somepony I’d like you to meet.” Knowing that, if she was wrong this could end very poorly, Twilight trotted towards the Octavia look-alike, keeping her eyes on Vinyl. She said nothing, but jumped when Fiddlesticks makes the first move.

“Scratch? Well, howdy there, gal!” The cow-pony hooked the DJ in a headlock, rubbing a hoof into her mane. “It’s been a hound’s age! How’ve ya been treatin’ my cousin?” Twilight went wide eyed. So she was related to Octavia.

“O-Oh uh… Good! We’ve been having a great time here. Well, as good as anypony can have, given how crazy things have been.” That fed Twilight’s suspicions. She was starting to piece together what had happened here, and she didn’t like it one bit. Looking back to Pinkie Pie, who was simply staring off into space, Twilight felt a knot in her stomach.

These ponies weren’t her friends. There was only one race she knew of that could do this so easily.

Chapter 10: Redemption and Deception

‘Changelings…’ Twilight’s thoughts were assailed by images of the semi-insectoid race of pseudo-ponies. ‘Why now? Of all times, why now?’ Twilight thought to herself as she watched the ‘relieved greetings’ from her place on the steps towards the castle proper. ‘Applejack’ and Braeburn left to go work the farm, leaving the Appleloosa ponies to their own devices within the Canterlot barrier.

It was only an hour later that Twilight sat alone, staring out over the plains that separated Canterlot and Ponyville from her balcony within one of the castle’s many towers. She had just run through the escape plans with Spike, trying to think over what the Changelings could be doing here. She had decided to keep this news from everypony, at least for now. No reason to cause unnecessary panic. Until the Changelings started acting hostile, Twilight would just observe.

More importantly, her friends were still out there and, worst of all, if they didn’t leave now, the Risen would regroup around the barrier before they left. Twilight was going to be forced to choose; abandon her friends and flee from Canterlot, or ruin her plans, leaving Rainbow without any assistance. The questions tore at her conscience.

And how would she deal with the Changelings? How many of them were in the city? Twilight knew she needed to contact Luna right away with this information. Confidently, she started out of her room, but stopped when she noticed a pony being held up by her guards.

“Hold on, Princess!” Fiddlesticks shouted from where she pushed against the guard. “Please, I need to ask you somethin’. It’s important!”

Twilight looked to her, worry, guilt, and shame dancing around in her head. In Fiddlesticks, she saw Octavia; a pony she’d lived among for years, a pony she’d inadvertently killed. “P-please let her go.” Twilight addressed the guard, who nodded and moved aside, keeping a sharp eye on Fiddlesticks. “What’s on your mind?”

Fiddlesticks approached, keeping her own eyes on the guard, as if he’d jump her or something. “It’s about Scratch ‘n ‘Tavia.” Twilight twitched. “Ah been hearin’ some... disquietin’ rumors about my cousin… Vinyl said she was alright, but I keep hearin’ she didn’t make it through the first attack.” She takes off her hat, wringing it in her hoof as she stands more properly. “Princess, what happened to my cousin? I figured if anypony would know, it’d be you.”

Twilight knew that question was coming. Motioning Fiddlesticks back into her chambers, she walked through the room and out onto the balcony again. Fiddlesticks joined her, on the verge of tears.

“I wasn’t in Canterlot when the first wave hit. I was in Ponyville, bringing the ponies from there to here, to what I thought was safety. When I arrived, Vinyl Scratch went looking for Octavia right away. Before I knew it, I learned that Octavia had passed away…” Fiddlesticks bit her lip, whimpering. It was painfully obvious she was holding back her tears. Twilight leaned over to her, putting a wing around the mare to help comfort her.

“I knew miss Melody for a long time, though admittedly, only from a distance. In fact, I remember seeing you in Ponyville from time to time, even if we never truly spoke. She was a good pony and, from what I know, Vinyl was there for her in the end. She wasn’t alone.” That was the last straw for Fiddlesticks. The pony broke into tears, trying to hide her face by putting her hat back on and tipping it down, an action that made her look a lot like Applejack.

“Then why did Scratch lie to me? She was sayin’ ‘Tavia was okay.” Fiddlesticks started to have trouble talking, but Twilight understood.

“Do not tell this to anypony. I don’t think that is Vinyl Scratch, but a Changeling. The same goes for Applejack, Pinkie Pie and Trixie, the other three she came back with. I’ve yet to prove it, but I was about to go to Princess Luna with this news.” Twilight wouldn’t normally have given this away, but she felt it was a reasonable thing to do right now. Fiddlesticks looked up, sniffing and wiping some tears away. At the mention of Trixie’s name, Fiddle adopted a look of frightened confusion, but Twilight assumed it was just because of the news about Changelings. So, without pause, Twilight continued.

“I spent a lot of time around Vinyl after Octavia’s passing. She was angry, miserable and lonely, but her love for her friend shone through it all, making it hard to be mad about her anger. Friendship is the greatest magic of all, and I can say confidently that those two had one of the strongest friendships I’ve ever seen.” Fiddlesticks’ eyes began to water again, but this time, Twilight wiped them with her wing. “Vinyl will make it back here safely. I don’t know where she is now, but I’ll make it a point to find her and ensure her safety, Fiddlesticks. Okay?”

The southern pony nodded, smiling. “Thank you kindly, Princess. I owe you a big debt for this.” The smile was bittersweet, making Twilight’s heart ache.

“Don’t thank me yet, Fiddlesticks. If I hadn’t stopped in Ponyville, Octavia might still be alive. It’s my fault.” Wings drooping, Twilight gazes up at the moon. “Vinyl blames me for it all, and honestly, I do too. It’s entirely my fault.”

“That’s not the way I see it, Princess.” Twilight snaps her head to look at Fiddlesticks, who had recovered herself pretty well. Her voice was as level as it could be, given the recent news. “You made a choice. As much as it hurts, you can’t save everypony in times like this. Believe me, we know… If it wasn’t ‘Tavia, it would’ve been Vinyl. Do you regret your choice?”

Twilight shook her head a bit, looking down off the balcony. “No. But because of my choice, I wasn’t here when Canterlot collapsed. I failed everypony.”

“Nah. Princess, I’ve saw firsthand what these thing do. If it’s a curse or an illness or somethin’, I don’t know, but what I do know is, no matter what we do, ponies are gonna be lost.” Twilight thought on those words and realized the logic behind them.

“You know… For a southern mare, you’re rather wise.” Twilight gave her a playful push, letting the pony know she wasn’t being serious. “It reminds me of Applejack.” Fiddlesticks laughed.

“Hehe… And if you don’t mind me sayin’, Ma’am, you’re quite a character, for a princess. Glad I had this time to talk with ya, Princess Twilight.” Fiddlesticks tipped her hat and turned to go, but she stops a few steps away, looking back under the brim of her hat.

“Just so you know, if that Trixie comes in here, and it’s really her, don’t trust her. She killed four ponies from our caravan when we went through Ponyville. She’s madder than a rabid possum, that one…” She paused, just staring at Twilight, then started to say something, but simply smiled, shook her head and turned away again. “Thank you again, Princess.” She trots along, humming a sorrowful tune she likely played on her fiddle. She tried to hide it, but Twilight could tell she was shaking, still overcome with grief.

Twilight hurried to Luna’s chambers, knocking on the massive door. “Luna! Princess Luna, we need to talk!” Twilight heard a guard beside her clear her throat and looked over, slightly embarrassed at her hasty actions.

“The Princess of the Night is away. She said she saw something interesting at the eastern wall and that she wanted to be alone.” The mare guard clarified, smiling at Twilight. “She should still be there.” Twilight mutters a thank you, heading down the hall.

Stopping by a window, Twilight spreads her wings and flew, heading towards the eastern wall of the barrier. Her wing had healed cleanly, but it still gave a dull ache when she flew too much. The doctors advised her to keep out of the air as much as possible, but to exercise her wings at least once a day.

Twilight noticed Luna right away, standing alone, right beside the barrier. Just as she was about to redirect herself, she noticed another figure glide over, landing beside Luna. Celestia smiled to her sister, talking with her and laughing. Twilight sighed in relief; now she could tell them both the news.

However, just as Twilight was about to land nearby, there was a flash of green light. As she rushed around the corner separating her from the sisters, she saw Celestia standing over Luna, her horn glowing a sickly green color.

Twilight rushed to aid Luna, snarling and glaring daggers at the visage of her former teacher. “Get away from her, Changeling!” Twilight fired a stunning blast of battle magic, which the psudo-Celestia dodged nimbly, putting some space between herself and Luna.

“Luna. Luna, are you okay?” Twilight skidded to a stop beside the Princess, helping her up with a nudge from her head and aid from her wing.

“What… happened to me?” Luna placed a hand on her head, groaning.

Twilight snarled in anger at the fake Celestia, who laughed to herself, shaking her head.

“Oh Twilight, my dearest pupil, while I’m glad for your vigilance, I think this is all rather unnecessary. Why don’t we-” A bolt of pure magical energy blasted past the false Celestia’s head, striking the barrier behind her with a loud bang.

“Keep insulting Celestia’s name by impersonating her, and I’ll aim a little better. I think it’s obvious who you are, Chrysalis.” Twilight kept her voice to a cold, even tone, her horn flickering with energy. Celestia smirked a bit, laughing.

“My, you’ve become quite the ice queen in our time apart, Twilight.” A flash of green fire crawled over the impersonator, changing her features from a majestic white to a pitch black, holes opening across her body. Her long, beautiful wings, reduced to a bug-like appearance, buzzing a bit before coming to rest. Her horn bent and snapped, darkening to a crooked and misshapen extension.

Luna jumped back, anger taking her over. Tears blurred her vision as she now realized that she had been manipulated to letting the Changeling Queen into their mind. “How dare you slander my sister so? I should unmake you, right now!” Luna’s horn glowed, burning with the light of the moon.

“I’d calm down if I were you, Princess. I'm not here to challenge you. I just knew I couldn’t get in on equal grounds, without a bit of subversion, is all.” Chrysalis walks over to Twilight, smirking. “Though, I confess, I did snack on a pony here or there. Their love for their Princess is most… delicious.” Chrysalis laughed loudly, throwing her head back. “I also know you sent your rainbow colored friend to her home in the clouds. Tell me, how much do you know about that city’s condition right now?” Chrysalis made it a point to idly examine her hoof, as if she was checking on her hooficure.

Twilight frowned, but kept her magic ready. “Nothing. But I’m sure it isn’t anything Rainbow Dash can’t handle. And how do you know where she was going?”

“And the Wonderbolts are there too! You have my permission to flee now, foul creature.” Luna added after Twilight had finished, stepping back from the Changeling.

“Are you sure?” Chrysalis waved her hoof a bit towards Luna, dismissing her. This only angering the princess more, fueling her rage as she was ignored. “My hive and I passed by your city of Cloudsdale a few days ago. With a lack of many solid structures, those creatures hit survivors from every angle. The Wonderbolts were nowhere to be seen. They’re probably already dead.” Chrysalis grinned, fangs shimmering slightly in the glow of Luna’s magic. “And how do you think the rainbow pony will react? In the little time I’ve seen her, she’s been headstrong and prideful. She’d charge in against a whole horde to save her home, don’t you think?” Twilight felt her strong demeanor fading. If Chrysalis was telling the truth…

“Oh no… Luna, you need to postpone the departure. I need to go help Rainbow.” Twilight turned, starting to run, but Chrysalis laughed a brief, icy laugh, making her pause.

“Delay? Oh, that is rich. Do you know what is waiting, about a week or so away? Vanhoover? Tall Tales?” Chrysalis chuckled to herself. “All overrun. And how long till they reach here? So far, this group has half a city. That is two whole cities, walking their rotting little hooves over to here.” Chrysalis makes a walking motion with her front hooves, sneering. “It’s now or never, Twilight. I’m sure you’ve pondered it already. You know what you need to do. My kind are immune to the swarm, and you’ve guessed it. Our exoskeleton shells keep us from being bitten, so we can’t be infected.” A good thing too; Twilight shuddered at the idea of infected Changelings.

Twilight looked out over Canterlot, bustling with preparations. Stopping now would undermine everything they’ve worked so hard to accomplish. Chrysalis had planned this through very carefully, making sure that she wasn’t revealed until after Rainbow Dash had left. “Why would you help us?”

Luna raised an eyebrow, looking at the Changeling. She hadn’t considered this option, but Twilight had caught it right away. Why else would Chrysalis mention her kind’s strength?

“Easy. You ponies are the most loving creatures in the world, at the moment. Your obsession with friendship has made you into the most succulent of delicacies. Letting you all rot would be a horrible waste of resources, don’t you think? Without you, we’d be more pressed to find good meals. We can’t have you all going extinct; not just yet, anyway. We could still find food, but why bother, when helping you could benefit us all in so many ways?” Chrysalis spoke clearly, walking around the two princesses as she spoke.

Twilight was uneasy. Chrysalis had something else planned, something that would benefit them over all else, but she wasn’t in a position to argue with the Queen. “Fine… You and I, along with your hive, will go save Rainbow and reclaim Cloudsdale. Luna, I want you to continue evacuation plans as scheduled. Spike has the plan written out in my room.” The young princess turned her eyes to Chrysalis, who was ‘nonchalantly’ looking out of the barrier. “When can we leave?”

Chapter 11: Shattered Smiles

Applejack made her way back to the camp, her entire lower half soaked in crimson. She hadn’t looked at her handiwork, knowing the sight of Trixie would’ve done nothing to ease her conscience. Vinyl looked up from the still unconscious Pinkie Pie, went to say something, but trailed off. No one talked for about an hour, sitting in silence and waiting for Pinkie to wake up. Vinyl bandaged her wound, glad to see it wasn’t serious. Applejack just sat, staring at everything and nothing, the blood over her her lower half drying.

“I know it’s hard.” Vinyl said suddenly, if solemnly, as she tried to start a fire with whatever wood she could find around the camp. “When I killed Tavi, I felt empty inside. It’s not right, what we did, but we had to do it, yanno?” Vinyl heads to Applejack’s side and slings a hoof over her. “We’ll get back just fine and fix all this craziness. But you should go wash up. I’ll watch miss stabby over here.”

Applejack just nodded quietly, rising mechanically and walking into the woods, opposite where she’d taken Trixie. As Vinyl stared into the growing fire, she questioned if this was how everypony across Equestria felt. Was the age of peace really over? Did this go farther than Equestria? Were undead Gryphons flying around to the east? Were zombified yaks in the north pounding things to a barely edible paste?

She looked back to the cello, resting in the dirt beside her saddlebags. Some of her blood had gotten onto the casing, staining the smooth wood forever. Reaching over, she lifted it with her hoof, holding the bow with her other hoof, resting it on the strings. She’d watched Octavia play so many times that she at least understood the simple basics of the instrument. She found herself playing one of Octavia’s compositions, albeit very poorly, tears in her eyes. She remembered ages ago, to a time long past, when she and her friends weren’t burdened by all this chaos.

“Vinyl! Vinyl Scratch, are you even listening to me?!” Octavia’s voice snapped me from my concentration. I’d been staring at the keys to my piano for way too long, thinking about stuff. Looking up to my friend, I laughed, giving her the best dopey smile I could muster. I didn’t want her to know I was struggling inside.

“Sorry, sorry, I’m good. So, what’re we gonna try now?” I took in my long-time friend, a stern, grey-coated mare with a no-nonsense black mane. Octavia and I have been friends since our days at Canterlot University of Music, a pair of oddball roommates who nopony ever thought would get along.

While I had barely grazed by, playing the electric piano, Octavia had been the head of the class. She and her cello had been legendary on campus. No other earth pony could play music like she could, they said, and when she graduated, she’d been met with concerts, praise and fame.

“I was thinking we could start with some Ludwig van Neighthoven. Perhaps after that, we could branch into some Trotkovsky and Buck, for old times’ sake.” Octavia rested her bow on her cello, looking over to me with a concerned look. “Is everything alright, Vinyl? You don’t quite seem yourself lately.”

“Nah nah, it isn’t anything serious. Right, let’s do this!” I forced myself to sound more energetic than I felt. My false excitement was met by Octavia’s stoic nature. She sighed out breathily and then started playing. As the song went on, I slipped on a few notes, not unusual for me.

About halfway through the composition, though, I’d had enough. Growling, I slammed my hooves down onto the keys of my piano, shouting. “No no no! Ugh, I hate this supid thing!” Octavia had stopped playing and I looked to her, suddenly real self-conscious.

“Vinyl, listen… I agree, the piano isn’t your instrument, I can tell. You need to find the one that sings to you. You’ll get it eventually, so don’t give up.” I remembered that day very well. I had tried the piano, the violin, the cello, the trombone and even the flute. I got my cutie mark watching a concert, but I never knew which instrument was my own.

As I sat there, listening to Octavia practice, I realized that classical wasn’t the road for me. It was soothing, but I wanted something that would make your heart pound in your chest. A beat that would make your mind throb. What I craved was a sound that’d be impossible to not dance along with. I wouldn’t find that kind of music here, but I was pretty sure I knew where to start.

“Yeah. Thanks Tavi.” I gave Octavia a light punch in the shoulder, smirking. “You keep on practicing. I’ll just head on out.”

And that was the day I left Canterlot. I didn’t go back to say goodbye to Tavi. I didn’t stop to even say where I was going. Ponyville was my destination, a little town not too far from Canterlot, at the center of Equestria. My big brother, Long Play, had taken up residence there a few years back and I wanted to see him about my search for the right genre. He was a cool guy, a DJ who used to play over at Canterlot University. He’d gotten really famous in Canterlot, but left to enjoy a simpler, quieter life in a small town.

The town in question was quiet and simple enough, that was for sure, and was boring enough for three lifetimes. As I walked, I thought how this place fit my big bro so well. He liked when it was quiet, so he could practice his songs in peace. To him, boring meant uneventful and that means relaxation. I counted the numbers until I found his place, a big two story house near the library. It was around then that I realized I didn’t need to count house number at all; my brother had a giant vinyl disk painted onto his door, with the words ‘33 ⅓ LP’s DJ Services’ written over the top half of the disk. 33 ⅓ LP was my bro’s stage name, if that wasn’t obvious enough. Personally, I always thought the name was the dumbest thing, but my glue stuck to it like glue.

Bro’s pad was as awesome as I remembered. Music was always playing and lights were always flashing; it just made you want to party! My bro was in his usual spot, tinkering on his sound system, when I showed up. He looked up from his speaker and smiled at me.

“Lil’ Scratchy? It’s been forever! How’ve you been?” His nickname for me never got old and still didn’t fail to make me smile. He looked away from me to scold his subwoofer and stomp on it a few times to punctuate his annoyance. No matter how much he worked on it, he said it was never quite perfect. We got the small talk out of the way real quick; talking about my school life and how Octavia was doing. But I didn’t want to hang around too long.

“Hey bro, I have somethin’ I needed to ask you.” He stopped tinkering, looking up from his work.

“What’s wrong, Vi? It’s not every day you pop in here just to ask an your ratty old brother a question.” I laughed a little. He always knew how to get a laugh out of me, even if it was just a chuckle. It gave way to stress pretty quickly though.

“It’s my music. I just can’t seem to find my passion, you know? I tried just about every instrument in Canterlot University but I got nothin’.” My whole body slumped and I sighed, taking a seat on his couch. “I just trashed my electric piano too. I just don’t feel any passion in it, like you do with your tracks and turntable.” After rubbing my muzzle, I fidgeted with my headphones. “I wanted some advice. I know music is my destiny. It calls me to it and I just… Need to make it, but I feel like if I don’t make the right kind, it won’t be worth donkey spit. You feel me?”

In all that time, my bro had moved to lean on his turntable, smiling at me proudly. He hadn’t shown a smile like that since the day I got my cutie mark. “Sister-mine, you are cut right outta my hind parts… It was years ago now, but when I was a little filly, I knew I wanted to play music, but nothing went right, no matter how hard I tried. I’d just about given up when I saw this baby in the window.” He pats his turntable, chuckling. “Well, not this exact one, I upgraded, but you know what I mean. It wasn’t the most refined instrument in the world, that’s for sure. I knew it wasn’t likely I’d be playin’ for the Princess anytime soon, but when that disk started spinning, I started bending the music to my will and making everypony around me rock out… Vinyl, there wasn’t anything like it.” He slid over, making room for me. I pointed to myself with my hoof, and he nodded. “Come on. Give her a go.”

That was the first time I’d spun a vinyl track. I suppose the rest is history, but there is more to the story. I decided to stay in Ponyville with my bro, to learn all I could about being a DJ.

About three days later, a letter showed up from Octavia in Canterlot. She’d apparently been asking all over to find me and was scared and worried. There was no denying that I felt absolutely ashamed that I’d left without telling her where I’d been going, but I was worried she’d think I was weak or stop talking to me because I didn’t like her genre of music.

Within four more days, Octavia had moved down to Ponyville with me and my bro. She usually was up in Canterlot, at her other house, playing in a concert or some fancy event, but whenever she had some time off, she’d come back to me; her roommate, her best friend.

I remembered one more thing; it was a year or two later, after we’d been living together for a while. I’d made a name for myself as a DJ in Ponyville, but my fame hadn’t really reached Canterlot yet. Octavia, however, had become a big name there since the old days. I was watching her wrap up a concert of hers, when Octavia was asked by a very important pony during a break what inspired her to play. Her words were enough to melt me in my chair.

“My roommate is a ‘Bassist.’ And perhaps we’re not so different, she and I. For buck sake, what does genre even matter…? It’s the music that drives us. The harmonies that bind us. The friendship that found us.”

I remember the gasps around the hall when she said that; many monocles were dropped, I’m sure. It just wasn’t something ponies said in a place like that, but Octavia didn’t care. She smiled right at me and I just broke into tears. It was like we were the only two ponies in the whole place. I knew then, that we’d be friends, forever.

Vinyl was snapped from her reverie by Pinkie Pie, who was wide awake, staring at her with her head tilted to the side. “That’s a really pretty song.” Vinyl hadn’t realized she was still playing, even better than before, no less. While she wasn’t making many mistakes, the song was far more somber than it usually was.

Pinkie’s hair had snapped back to its usual poofy look and her smile was as genuine as the day Vinyl had first seen it. Vinyl almost shouted in fear, but when she looked in Pinkie’s eye, the insane spark was gone. She was her old self again.

“It was better when Tavi played it.” Vinyl smiled, lowering the bow. “She made such beautiful music.” The white pony sighed, sitting down and lowering the cello with her. “You look a lot better.”

“I do?” Pinkie tilted her head to the other side, blinking a bit. “So I looked bad before?” Vinyl was stunned, realizing that Pinkie was genuinely confused. Didn’t she remember what had happened?

“Yeah, it was pretty nasty. Your ear feel okay?” Pinkie reached up, touching the bandaged nub. The top part of her ear was missing, an inch long chunk at the top. Pinkie chuckled a little weakly, her smile fading just a bit.

“I-It’s not so bad. Could’ve been worse, right?” Pinkie peered around, frowning a little. “What happened to Trixie and Applejack?”
Vinyl frowned, shaking her head. “Trixie’s gone. Applejack went to clean up from the fight. She should be back in a bit.” Vinyl looked up, the moon directly above them. “We should get some rest.” She said that calmly, as if she’d be able to sleep after this night’s events. “We’ve got a long trip ahead of us.”

Pinkie nodded, resting her head on her hooves. “I suppose. You keep smiling, okay?” Pinkie smiled to her friend, giggling again. Even though she was back to her old self, Vinyl couldn’t help but imagine a manic grin spreading over her face. “It’s in times like these that a smile is the most important thing. A smile can make even the worst of times turn around.”

Vinyl remembered Pinkie’s words. ‘No pony smiles anymore.’ The DJ forced a smile, slightly scared by Pinkie’s company all of a sudden. Would the pink pony make her smile if she didn’t?

Thankfully, Applejack arrived just in time. The orange pony walked from the trees, looking to the ground silently before peering up. “Mornin’ Pinkie. You feelin’ okay?” She trotted over, Pinkie turning her head to look at her good friend.

“Yuppers! Fit as can be!” The pink pony hopped up, stretching. “So, you two should get some sleep. I’m not tired after napping for so long, so you two can take over.” It’d only been about three hours since the fight, but Pinkie felt like she was charged with all kinds of energy.

Applejack looked to Vinyl, opening her mouth to talk. She was interrupted by an ear-piercing boom, an all too familiar sound to the Ponyville residents. They all looked up in amazement and confusion, as a wave of rainbow energy flowed over their head, a telltale sign of a Sonic Rainboom. “W-wha? But Rainbow wasn’t supposed to head out till we got back!” Applejack hurried over towards the bags. “Pack up, now! We gotta get to Canterlot. Somethin’ ain’t right.”

Hurrying to pack up their things, Applejack looked over Trixie’s saddlebag. While they needed to use the bags to replace the damaged one, there was no way they could carry the extra weight. “Why don’t we all get something small to eat before we head out? It’ll mean we won’t need to stop later, and we can use the supplies we’ll be leaving behind.” Agreeing in silence, the group took a little time, only a few minutes, to enjoy the food before heading off towards Canterlot.

The walk was far longer than anyone in the group had anticipated. With the Sonic Rainboom dispersing the Risen, the three ponies had to hide or run more than once to avoid confrontation, but it was never so bad that they were forced to fight. By the time they reached the base of Canterlor’s mountain, they could see that the barrier was gone, leaving the city exposed. Applejack felt her heart leap into her throat. “No. No!” Applejack was certain they wouldn’t leave without them, she knew that much. The only other explanation was the barrier fell of its own accord. And that meant...

“Neon!” Applejack heard Viny cry outl, choked by tears. It motivated her to run even faster, stopping at the edge of the trees. There was still a steep climb before they reached Canterlot; they would need to hurry.

Applejack could only manage to see one or two of the reanimated ponies between them and Canterlot, lingering around the uneven ground of the mountainside. She was impressed at how well Twilight’s plan had worked. Or rather, how well it would have worked. Heading out, Applejack motioned the others to stay close behind her. Night had fallen in the lost time, and the three had learned rather quickly that, in the shadows of the night, the Risen gained a new level of strength.

Drawing her lasso, she steeled herself. After what she had done to Trixie, this would be nothing. The Risen noticed the group, screeching and barreling towards them at a full gallop. Both of the Risen were unicorns, and nopony Applejack recognized.

Sternly, Applejack waited for just the right moment, then tossed her lasso, looping one of the Risen around it’s neck. Whipping her head to the side harshly, she ripped the Risen off its feet and sending it straight into a tree, smashing it against the foliage with a loud crack. Pausing, she decided to make sure it was finished; shortening her grip, she gave a sharp tug, drawing the creature in as she threw her own head back. Whipping her head back down, she slammed her thick skull against the Risen, eliciting a loud, wet crack. After she was sure it wasn’t moving, Applejack walked over, tugging the lasso off the creature.

Meanwhile, Pinkie and Vinyl were engaging the other creature. Pinkie laughed a bit, rushing the Risen just as it noticed her. From seemingly nowhere, Pinkie threw out her Party Cannon smiling with morbid glee. Where she got it from, nopony will ever know, but with a quick burst, the Risen was sent soaring off the side of the cliff, howling in it’s final moments, surrounded by a wave of confetti, glitter and streamers. As the creature plummeted to its second death and final rest, Pinkie’s smile slowly melted away. “It’s just no fun… None of this.”

“Of course it isn’t.” Vinyl walked up along behind Pinkie, her horn starting to shimmer. Pulling her glasses down, her horn lit up with dozens of swirling colors, then blasted into the nights sky. The light show made no sound until it’s peak, swirling over Unicorn Range, where it detonated loudly in the air. It was the signal her and Twilight had agreed upon, Vinyl’s own custom spell. She hadn’t been expecting a response, so when silence greeted the magic, she could only sigh her worry intensifying. She knew the explosion would attract the Risen like moths to fire.

“Let’s all just get goin’ on.” Applejack tucked her lasso back into her bag, looking through the city gates. They were still open, as nopony had been able to close them once the attacks first hit. There hadn’t been any point, anyway. That wasn’t the strange part though, the part that made Applejack nervous was the silence. It was the kind of silence that made your skin crawl with anxiousness.

Heading through Canterlot, the group met with surprisingly little resistance. Occasionally, a Risen would interfere with the group, but it would be soundly dispatched by either Applejack or Pinkie. Without numbers on their side, they were little more than inconveniences. Approaching the castle, signs of a battle became obvious. Risen littered the grounds, starting where the barrier had been, moving inward. There weren’t many bodies, and none of them were of normal, uninfected ponies. Applejack was growing more relieved by the second. They ascended into the castle, looking for clues towards what had happened. Traveling in a group, they scoured the inner walls, checking in random homes for any signs of stragglers or leftover supplies.

“I can’t believe they left us.” Vinyl grit her teeth, growling under her breath. “How could they?”

“Somethin’ likely came up, darlin’. We both know they wouldn’ willingly leave without us.” Applejack responded, opening a door to peer inside. The home she was looking into was empty, so she simply closed the door again. “My guess is somethin’ got into the barrier and forced em to leave early for the Crystal Empire. We’d be better off headin’ that way now.”

“That’s a much longer walk.” Pinkie chimed in, before shoving her head into a broken dresser, laying in the street. When she came back out, a hat was stuck on her face. “Dwee tays?” She tried to say, muffled by the hat on her muzzle.

Applejack gave a nod. “Yeah, three days. And that’s only if we don’t have any problems. If my geography is as good as I like to think it is, and I ain’t sure if it is, then we could get there quicker if we took a boat.”

The eventual search of the castle itself was a lengthy process, but one that hailed some… unnerving results.

“Yo, girls.” Vinyl shouted from a hallway, drawing the attention of the other two ponies. Vinyl was staring solemnly at a collapsed section of the castle, frowning darkly.

“What’s all this now? Wasn’t like this before.” Applejack walked closer to the rubble, prodding it with her hoof.

“No, it wasn’t.” Vinyl said through gritted teeth. “This was where they housed the infected ponies. When we left, there weren’t many alive, but…” Vinyl motioned with her horn to the object of her rage.

A hoof, barely visible among the rocks, was lodged in the rubble.

“I’d say there was… maybe twenty total left in there, when we left. Three or four probably died naturally. But this wasn’t natural.” Vinyl sighed and shook her head. “What is this situation doing to us, Applejack? We just aren’t ourselves anymore.”

Vinyl gave Pinkie a sidelong glance. The pony was frowning, her mane deflated slightly as she stared at the crushed hoof. This dark time changed them all, but some more than others.

“It’ll be okay. This’ll pass and Equestria will survive.” Applejack said, hoping she sounded more confident than she felt.

After exploring everywhere else, Applejack finally decided to brave her fears and search Twilight’s bedroom. If answers were anywhere, they would be there. The inside of the room was torn apart, likely in an effort to take any books of value. While searching the room, however, Applejack spotted a note, sitting carefully in the very center of the desk and held down by a paperweight. After retrieving and reading it, she returned to the others, re-reading it out loud, happy tears in her eyes.

“To my dear friends: I hope ya’ll find this note in good health. I’m sure ya’ll ’re worried about what happened to Canterlot. Everypony got out safely, but Rainbow Dash is in trouble. Please, continue on to the Crystal Empire an’ meet up with Rarity and Fluttershy. The Appleloosa survivors got here a half ‘a day before we evacuated. They‘re safely in the Empire by now. Please, keep safe and travel carefully. The only reason I was okay about leavin’ was because I was sure you would all be just fine gettin’ to the Empire. The horde’ll grow larger the longer you take and as you draw towards the cities. –Twilight”

Vinyl smiles a bit, speaking, “Glad to hear your family is doin’ alright.”

Pinkie grinned, nodding and bouncing in unison. “Yeah! Yeah! Finally, some good news! I knew there was still a reason to smile!” She seemed to be about ready to bounce of the walls. For once, Applejack was inclined to let her. It was a happy time.

“We should get movin’ in the morning. Like Twi said, things are gonna get worse, the longer we wait.” Among Twilight’s odds and ends, was a small cache of food, enough to feed four ponies for two days, at most. More importantly, it would be easy to carry for Applejack and Pinkie. “We can fill up here. Let’s make the most of the food we got.”

Pinkie hopped in place, smiling a wide smile. “How about we have a small party too? After all, Applejack’s family is okay. That’s a good reason to party, right?” After a brief pause, the others join in the smile.

“Sure Pinkie. Let’s do that. Hey, yanno Vinyl, I’ve been wantin’ to ask about you and that Neon Lights guy…” Applejack grinned as she talked, laying out their food. Night dragged on while the girls partied among themselves. They shared stories, laughed, cried and sang songs, all until sleep overtook them inside Canterlot castle.

Everything was peaceful and could even be called happy; at least, it was until the night didn’t end. No sun greeted them the next morning. The chilling blackness of night spread on forever, glowing eyes radiating from the remaining dead, down in the city.

Chapter 12: Calamity in Cloudsdale

Rainbow Dash lets out a long, deep sigh. She worried about the others, hoping the plan went off without a hitch. She didn’t like leaving her friends behind like this, but Twilight was very clear, they would need the weather facility in their control to survive. Her plan was to meet up with the Wonderbolts, push all the Risen out of the city and become a hero before the day was done.

‘Easy peasey, right?’ Rainbow thought to herself, laughing.

As Rainbow landed on the fringe of Cloudsdale, she was horrified to find just how far from reality her thoughts were.

The city was abandoned, emptied of all life. Blood smeared anything not made of loose cloud, making Rainbow’s stomach turn. Condensed clouds, made into buildings, columns and stairs, were soaked red with blood. Cloudsdale’s flags were weighed down by the blood of Pegasi who tried to take to the air to run.

“This is horrible… This can’t be happening…” She flew around, looking for a sign of anything - alive, dead or Risen - but couldn’t find anything on the streets. For some reason, this was far more terrifying than anything else. There weren’t any bodies. Just blood. So much blood.

“How could this’ve happened? What happened to Cloudsdale’s fighting spirit? They wouldn’t just roll over and take it…” She looks up towards the weather facility, her objective in all of this.

“So I’ll just get in, be sure the facility is okay, get out? I’ll keep an eye out for survivors, too…” Rainbow blinked, realizing she’s talking to herself, shaking her head. She hated being alone. It was always so boring. Who cared how awesome you are, if no one was there to appreciate it. She traces a hoof over a scar on her side, a bitter reminder that being alone could end in catastrophe.

As she flies towards the weather factory, some movement catches her eye. She turned her eyes to a subsection of the weather factory, the rainbow production unit, resting above where snowflakes were made.

Realization dawned on Dash. The factory was one of the most complicated systems in Equestria, so the clouds that made up the building were far more condensed there to support the machines. On top of that the rainbow factory was always notoriously complex and well defended. That made it the best place to hide out and fight back the Risen.

The movement Dash had seen confirmed her suspicions; Risen were gathered around the door of the factory, moaning and smashing at the door with their hooves. They were all pegasi, thin and slender, all bone, corded muscle and rotted flesh. The large doors had been closed and sealed, giving Rainbow an ounce of hope for finding survivors. Now all she had to do was lure the dead away long enough to get inside. Then she could lead a strike team and burst their way out of here.

“Hey, over here!” Rainbow waves her hooves, hovering in place. “Hey, dead heads!” The horde turned, one by one, wings starting to flap as they stared at her with dead eyes, leaking black magic. Rainbow Dash saw some familiar faces among the sea of muzzles and eyes, but she didn’t have time to worry about that. Like one large entity, the swarm took off, flying straight to the only food source for miles that didn’t have a wall defending it.

Rainbow grinned, bolting in the opposite direction, tearing across the sky faster than any ordinary Risen pegasi could hope to fly. This would be nothing; all she’d have to do is lead them away, double back and slip into the factory. Nothing to it.

A hiss from below the cloud layer made Rainbow snap her head down, spotting something below. She whipped to the side just as a bolt of lightning screeched up from the clouds, screaming through the sky. Doubling back, the bolt charges after Rainbow, wailing loudly. Much to Dash’s terror, the bolt was not only keeping pace with her, it was catching up.

As she fled, Rainbow began to notice an equine figure at the head of the bolt, her eyes lifeless and empty, burning with a hatred that defied death. “Lightning Dust…?” Rainbow felt a pang of guilt as she looked at her old rival. She hadn’t seen her since that day at the Wonderbolt’s academy, when she was forced from the program. Unfortunately for Rainbow Dash, her untimely demise hadn’t diminished her skills.

Likely the only pony that held a candle to Rainbow for speed, Lightning Dust was still just as fast as she was in life. Seeing her movements, Rainbow came to a conclusion about the Risen; they were just as fast in death as they were in life. The decay that took their wings didn’t seem to affect their magic, - in fact, the dark magic seemed to make it all stronger - letting them fly as if nothing had changed.

Rainbow pulled straight upwards, thinking quickly. Lightning whipped up in an arc, making a ‘D’ shape to catch Rainbow at the peak of their ascent. While Lightning was still fast, but she lost a lot of her maneuverability with her decay, both mentally and physically.

“I can’t run from her and get into the facility… I gotta get rid of her. I can’t shake her, so I guess I’ll just need to...” Rainbow Dash gulped. She’d been in plenty of battles for her life. She’d defended Ponyville from everything from Bugbears to Hydra, protected Canterlot from Changelings, stunned a dragon with her bucking and even went hoof to claw with the Nightmare creatures from the moon. But never once had she had to kill before. It was obvious she couldn’t weaken or contain Lightning Dust. She was a Risen and, from what Rainbow had seen, they never got tired, never felt pain and struggled until they either pulled themselves apart or got free. She could only see one option, in the second she had to think.

Lightning reached the peak, tossing both hooves out and screeching as she flung herself towards Rainbow Dash. Rainbow responded by clamping her wings down, letting herself freefall out of the way. As Lightning arced back down, making the reverse of their previous chase pattern, Rainbow closed her eyes, opening her wings to brace herself.

Quickly, she tugged up, flinging herself towards the infected pony at full speed, making a sharp L shape in the sky with her rainbow trail. Hooves collided with the Risen’s stomach, but Rainbow felt no give in her body. Lightning - no, the Risen - flailed at Rainbow, trying to bite or hit her, hissing and screeching like the monster she was. Rainbow saw Cloudsdale leave from under them as Rainbow got faster and faster, making it harder for the Risen to move at all, the pressure becoming too much.

It was difficult, but Rainbow could feel herself gaining enough speed. Touching her front hooves together against the Risen’s torso, she focused on nothing more than the speed. The world blurred and condensed into a single point, speed and direction becoming meaningless to her. Closing her eyes, she let the thrill and rush of the adrenaline overtake her.

For a moment, everything seemed to stand still. And then she created a Sonic Rainboom, and tore through her former companion’s body. Lightning Dust was ripped apart from the sheer force, limbs falling from the sky to the ground miles below. No matter how hard she tried, she couldn’t see her former rival as a Risen now. Her eyes, glassy and dead, stared at Rainbow accusingly as they fell down to the unyielding Equestrian ground.
Rainbow Dash’s breathing heightened. She felt her heart racing faster than it ever had before, her blood pumping through her body like a well oiled machine. She felt… good; terrible, but good.

In the moment she’d torn through Lightning Dust, Rainbow Dash felt more alive than she ever had before. She looked down over her body. Her whole body was covered in Lightning’s blood, from head to hoof. She felt a pang of guilt again, realizing she was just taking pleasure in the act of killing her former friend. She needed to get away from all this. She needed to get into the rainbow factory.

The horde had followed her second Sonic Rainboom, leaving the factory unguarded for the moment. Stopping in front of the gate, she tried to push the door in. As expected, it didn’t budge.

“Hey! Open up in there! I’m here to help!” Rainbow knocked loudly, praying silently that somepony answered. She waited for what seemed like forever, terrified her home had been completely destroyed.

Then, the door opened a crack. Rainbow wasted no time hurrying inside, The door being shut behind her by a pegasus she didn’t recognize. She heard the sounds of multiple voices talking, a relieving fact. She hurried deeper in, ignoring the protests of the pony at the gate. “Hey, who’s there? I was sent by Princess Twilight to get survivors… outta here.” Her voice dropped to a whisper as she gazed at what was left of her home.

The large central chamber was far more modern than she had expected, with large pipes running along the walls and ceiling. It wasn’t much worse than the rest of the facility, but for some reason, Rainbow Dash had imagined the production of rainbows to be more mystical than the rest of the weather. Signs were posted everywhere to ward people from doors, giving the whole place a very restricted feel.

Only a small crowd of pegasi rested in the chamber, about twenty in it total. Rainbow Dash had been expecting more, hoping for more, but it truly looked like they were the only survivors of Cloudsdale. Rainbow immediately picked Spitfire out of the group, her Wonderbolts outfit torn and ruined. None of the other Wonderbolts were there.

“Spitfire…?” Rainbow approached her idol, looking around. “I-I’m almost afraid to ask, but… Are the other Wonderbolts…?”

“Gone?” Spitfire hurried her question up, nodding. “Yes, I’m afraid… Fleetfoot was the last one to go. I don't even know where Soarin went...” Shifting uncomfortably, Spitfire never looked from Rainbow. “So the Princess sent you? I’m glad, I was starting to lose hope.” Spitfire looks out over the pegasus, all looking dejected. “We all were.” She paused again. “What happened to you? Are you injured? You’re covered in blood.”

“Forget me! What happened here?!” Rainbow hurried further into the room. Her strong ego was starting to break away under this news. She felt tears well up in her eyes. “What happened to Cloudsdale’s militia? We’ve always prided ourselves on our fighting strength. How could this all go so wrong?”

“We weren’t prepared to fight other pegasi like this.” Spitfire was blunt when she spoke, her voice carrying a heavy weight. “When I got here with the other Wonderbolts, the city was already in ruins. According to these ponies, it’s been quite a while since the attack. The moisture in the clouds keeps the blood outside from drying completely giving the illusion that it’s all fresh. From what we gathered, the militia had been caught off guard and by the time they had organized themselves, half the city had been turned. The smart ones ran and hid. The smarter ones found places like this, where the zombies couldn’t just tear through the cloud layer…” Sighing, Spitfire looks over to the few pegasus remaining. “It’s a dark time in Cloudsdale’s history, Rainbow Dash. If there even is a history anymore.” Looking down and over, Spitfire stood up, walking over to the slowly cracking rainbow pony. She draped a hoof over Rainbow, who started weeping against her.

“We can’t let it end like this.” Rainbow muttered, through gritted teeth. “No…” The sound of hooves, bashing against the door began again. The horde had already returned, bringing death and destruction to their doorstep.

This was Cloudsdale’s death knell.

***

Twilight looked on as the train left Canterlot. The city was barren, the barrier dropped and the Risen dispersed. Twilight knew Applejack and the others would be in for a shock when they got back, but she trusted that AJ could make it to the Empire. She was resourceful and wouldn’t be beaten down so easily.

Twilight turned to the Changeling Queen, her minions beating back any Risen that remained. Chrysalis had been telling the truth; the Changelings exoskeleton made them impervious to the infectious bites of the Risen. They were the perfect enemy to the swarm, ironically.

“We should be on our way shortly, Twilight Sparkle.” Chrysalis grinned, making Twilight shiver. She knew there was more to this agreement than Chrysalis was letting on. The hive took to the air, followed by Twilight and Chrysalis, forming a kind of circle around them, in case of Risen pegasi. The group was hardly off the ground before Twilight’s suspicions were confirmed.

“I’m sure you know I’m not doing this out of the goodness of my heart. I want something in return.” Twilight frowned as Chrysalis continued. “My Hive and I are very tired and weary after you last defeated us. We’ve worn through our food supply and my dears are so hungry.” Chrysalis made a fake swooning gesture, only annoying the Alicorn in her presence.

“What do you want, Chrysalis?” Twilight interjected bluntly, before this charade could go on any longer. The Changeling Queen scoffed a bit, turning her head.

“I can’t tell if your tone insults me or impresses me, Princess. I wish for a place of land for my people inside your ‘welcoming’ Equestria. We would, of course, need regular tribute to keep ourselves going.” Chrysalis smirked to herself as they flew. “But I’m sure you could find some way to supply us, couldn’t you, Princess?”

Twilight felt rage wash over her. Of course she would demand that, of all things. It was a foothold for an invasion she’d tried not just once now, but twice. A settlement in Equestria would make Changelings a common thing in their nation, making it less suspicious if one was discovered. It would allow Chrysalis the room she needed to weasel her way into Equestria and bring it down from the inside. There was no way Twilight could allow that.

“Tick-tock, Princess. Your friend’s life could be slipping away this very second, while you sit and think.” Chrysalis smirked, flying ahead of Twilight a ways. Twilight felt a knot in her chest as she thought of the possibility of Rainbow being injured and dying, alone.

“Fine. Fine, you’ll get your land. I have a plan for fighting the Risen in Cloudsdale and I’ll need your whole hive to help me do it.” Twilight joined Chrysalis, looking over to the Queen with disdain. “I’ll create a distraction and your swarm will fight the horde as they charge us. It should be simple enough, since you have so many ‘minions’ with you. Once the swarm is distracted, you’ll stay while I go find Rainbow. She would react poorly if she saw you there.”

Cloudsdale came into view; Twilight took a deep breath, steeling herself for what was to come. She prayed for Rainbow’s safety, but the pit in her stomach hadn’t gone away. They had seen the Sonic Rainboom from far off and fear had settled into Twilight's mind. She was terrified things would only get worse from here. She saw stray Risen, gathering towards the city from off in the distance. Were these new arrivals or returning pursuers? She followed their trajectory, seeing they were gathering towards the weather factory.

Of course the factory would be the safest place to hide! Twilight took in a breath, looking to the Changelings. It was time to do what she had to do. For Equestria. For Rainbow Dash

***

Rainbow and Spitfire lead the ponies deeper into the factory, sealing the way behind them. As they progressed, things became cramped, uneasy and cold. The machines and pipes became more and more prominent, to the point where Rainbow wondered how the building managed to stay in the sky. Rainbow had been all over the weather factory in her day, but this was nothing like the other branches of the facility. More signs warned them of the dangers of doing this or that with the machinery, depicting images of electrocution, injury and, in rare cases, death. Naturally, this only made the trembling ponies only more terrified. This place was so empty, emotionless and uninviting. Was this really where they made Rainbows?

Assembly line style conveyor belts appeared on their sides in some hallways, and vibrating machines hummed and churned all around them, still sputtering with life even after their master’s passing.

Eventually, a large double door came into sight, the central hub of all the paths. Rainbow leaned on one side of the massive door, struggling to open it. Spitfire joined her a moment later, the two of them managing to force the door open.

The room was fairly open and empty, making Rainbow think of a theater hall. At one side of the room, there were six large vats, glowing with the colors of Spectra; the magical ingredient used to create rainbows. Mixed together, the Spectra made the glorious, shimmering rainbows that flowed from the factory like a waterfall, creating not only the rainbows ponies saw after a storm, but providing it for places like Rainbow Falls and Winsome Falls.

What confused Rainbow was the rest of the room; it was nothing like she imagined it would look like.

Directly above the Spectra vats was a strange looking machine. From a central stack, six hoses broke off and lead above each of the individual vats. The machine was well maintained, except for a layer of red rust over the opening at the tip of the machine. Farther above that was a complex looking contraption, with chains and gears hanging off of beams and pipes limply, like the heads of defeated ponies. Running all over the room was a large catwalk, overlooking the entire room. The silence of the room was only broken by the faint creak of machines and the clanking of shifting chains.

“What is all this?” Rainbow walked into the room, examining all the sights. “I thought the factory would be more… whimsical.” She stopped moving, spotting some motion out of the corner of her eye, a flash of white and yellow. Before she could catch the source, she’s left staring at a large pipe on the wall. She gave her head a shake, rubbing her eye. “Come on Dash… You’re seein’ things now. That almost looked like-“

“Rainbow, come up here!” Spitfire’s voice rang from the top of the machine. Flying up to her, Rainbow looks over the mouth of the mechanism with her. “Rainbow, look at all this…” She rubs a hoof over the rust, shuddering. “Is it what I think it is?” Some of the ‘rust’ smeared off onto Spitfire’s hoof.

“Blood…” Rainbow felt her whole body tense up. “That’s not rust. That’s blood.” Rainbow kept her voice down, to not scare the ponies below, but she wanted to scream. This made no sense to her. She had always loved what the rainbow factory did for Equestria. But now…

Beyond the lip of the machine was a sea of grinders, all painted with splotches of blood. Most of it was dried, but there were obvious signs of a more recent victim. “By Celestia…” Rainbow whipped her head up, looking up towards the chains, seeing the truth; they were shackles. Nausea washed over Rainbow Dash, shame filling her mind. How long had this machine existed? How many times had it been used?

“They told me ponies had been going missing ever since they got in here. I thought they were just flying away or getting lost, so I didn’t think too much of it…” Spitfire looked mortified. She wiped her hoof off on her Wonderbolt’s suit quickly.

A few more pegasus drifted up after the two, following the self-appointed leaders. Spitfire turned to them, Rainbow being too enthralled with the terror of the machine to react appropriately. “Stay down there. We don’t know-”

“Surprise!” Everypony in the room heard the shrill shout, making their heads snap up.

To Rainbow Dash, the voice was all too familiar. But that was impossible. “Pinkie?!” Rainbow shouted, but she wasn’t met by the gleeful smile of her Ponyville companion. Instead, her turned head was met with a snow white hoof to her jaw. As Rainbow caught herself on a railing, she looked down to the machine. Another pegasus, who had taken a second hoof in the ambush, had fallen among the grinders inside the machine.

“Not the best subject, I must admit.” Rainbow snapped her head back up to the scaffolding, seeing a Pegasus staring down Spitfire. The pony looked a lot like Pinkie, except her mane was straightened out and was a golden blonde. Her coat was a snowy white, her eyes a burning violet and her cutie mark was three purple balloons. It was Surprise, a pony Rainbow had seen all over Cloudsdale, but never really got to know.

Her hoof rested on a lever nearby, her mad grin making Rainbow pale. “We prefer failures, but I will take what I can get. As the supervisor here, I have a quota, after all.”

With one smooth motion and a sickening laugh, Surprise flipped the switch down. Rainbow heard a scream from behind her, along with a loud mechanical whirring. In a single second that felt like an eternity, Rainbow heard the sickening squish of the machine devouring its victim. The sound of bones snapping filled the air, along with the insane laughter of the pony controlling this horrible machine. Everything happened so fast…

“And we normally have a whole procedure to this, but…” Surprise continued, once the screaming had devolved into agonized gurgles and then silence.

Spitfire snapped out of her shock with a gasp, turning and tackling the insane pegasus. Surprise’s back smashed against the power switch, turning the terrible machine off again. With a grunt of effort, Spitfire twisted her body, throwing herself and Surprise over the side of the scaffolding. The two fell for a moment before Spitfire gained control of the fall and kicked swiftly into Surprise’s stomach. The white Pegasus slammed into a pipe on the ground, but pulled herself up again with shaky laughter.

“You want to stop me? Well, you can’t stop it! None of you can!” The other pegasi were useless. They were already shaken from the nightmares outside, so facing down this was too much for them.

Spectra filled the tubes and Surprise just laughed. It was the kind of laugh the truly insane needed years to practice and perfect. It made Rainbow’s blood run cold. Spitfire turned off the machine, just as Rainbow recovered herself from the pain in her face. She was still trembling, still hearing the screams of the pegasus from moments earlier ringing in her mind.

Surprise flew back up, bruised under her coat from her fall. She put her hooves around Rainbow, grinning wildly. Rainbow was in shock, only able to just stare at Surprise in horror. “Don’t I know you? Oh right! Rainbow Dash, right? Oh, you’ll be perfect!” She turned her whole body, flinging Rainbow over the railing and into the machine, just as the grinder began to stop. Rainbow Dash screams as she landed on the spikes of the grinder, pain shooting through her entire body as small spikes found their way into her back, legs, and arms. She’d managed to keep her head out of the pit, as well as her wings, but that simply put more pressure onto the rest of her body.

Spitfire paled as she saw Rainbow thrown into the machine. “No!” She hadn’t known the grinder had stopped, as it was still making all kinds of noise, and feared for the worst after hearing Rainbow scream. Tackling Surprise again, she kept the crazed pony on the scaffolding this time, punching her again and again with her right hoof. A minute later, panting, Spitfire stopped, her hoof dripping with blood. Surprise coughed, opening her left eye, her right too swollen to open.

“We must keep making rainbows. The Device is hungry. Why don’t you see that?” She started to push herself up, but Spitfire stomped down, crushing her wing with a sickening crack.

Surprise screamed, twitching and flailing in pain, trying to force Spitfire off her mangled limb. Spitfire glared down to her, furious. Rainbow Dash had been just as much a Wonderbolt to Spitfire as her old companions. She hadn’t been able to save them. She hadn’t been able to avenge them.

They had all been killed by the horde; by innocent ponies, warped by some dark magic. But Surprise was a victim of her own mind, not some outside power. She had no one to blame but herself.

It made Spitfire sick.

Biting into the destroyed wing, Spitfire dragged a screaming, agonized Surprise over to the Machine, but stopped when she saw Rainbow Dash, shuddering in pain and shock on the spikes.

She drops the injured madpony and gasped, excited and relieved. “Rainbow Dash!” She flew down, carefully pulling her friend off the spikes. The damage wasn’t deep, but it was extensive; Rainbow had landed flat onto the grinders with her back and took the bulk of their spikes. She carried the other Pegasus up, forgetting about Surprise for the moment. “I was scared you’d been…”

“Killed? That easily?” Rainbow shuddered as she spoke, her voice trembling. She was in a lot of pain, but kept her snarky attitude. “You underestimated me again, Spitfire.” Rainbow Dash laughed, jumping a bit from a sharp pain as she does. Spitfire laid her down on the scaffolding, looking up to the madpony, who was still screaming in pain.

“And you…” She trotted over to the pony, lifting her up by her good wing with a hoof this time. “You’ve probably killed hundreds of ponies, if you worked here. But you kept killing, even after so many died.” Surprise mumbled out something about a quota, but Spitfire just bent her broken wing, making her cut off with a scream. “You butchered one of the few surviving ponies of Cloudsdale. You tried to hurt me. That alone would be enough for me to make you pay. But then you tried to kill Dash too. You tried to kill a pony I consider a friend, an ally and a Wonderbolt at heart.” Rainbow Dash felt a blush spread over her face as she listened, her back to the scene, making her unable to see Spitfire as she spoke. She couldn’t move to look either; she was in way too much pain.

“She is the last and best friend I have.” Spitfire continued, holding Surprise over the Machine. “She’s one of the bravest ponies I know. She’s an astounding athlete, has a heart of pure platinum and is a far better pony than a monster like you. She’s loyal, honest and strong willed…” Spitfire was blushing now too. She felt herself look back towards where she’d left Rainbow, then back to Surprise. “I’d kill you right now… But I don’t want to sink down to your level in front of Rainbow and the others… But I will do this.”

Spitfire dropped Surprise against the spikes of the Machine, making her scream in pain again. To add insult to injury, she’d even landed on her broken wing, further destroying her ability to fly. Spitfire flew down to help Rainbow Dash up, smiling a satisfied little smile.

“What you said there. Thanks Spitfire. That means a lot to me.” Rainbow said, smiling at her old mentor and hero.

“Nah, no need to thank me for the truth.” Spitfire leaned forward, nudging her nose to Rainbow’s. The two blushed faintly, smiling at one another. From the looks of it, Rainbow was past her shock now. Spitfire leaned back, clearing her throat. “Now get up, soldier. You’re looking well enough to move and we have survivors to tend to.”

“Hold on. There’s one thing I need to do…” Rainbow pushed herself up, walking shakily along the scaffolding. She rested her hoof on the lever, pausing to think about it. “Spitfire, you said killing her would put us on her level. Did you really mean that?”

Spitfire opened her mouth, but paused. She looked down, at the trembling ponies below, crying against one another, scared and helpless. After a long pause, she looked back to Dash.

“No.”

Rainbow Dash nodded. “I didn’t think so.” The lever was flipped, and Surprise’s final scream was silenced by the sound of crunching bones.

Author's Note

Well, I'll give you three guesses at what I listened to, non-stop, while writing this chapter.

Done guessing?

So, this is the chapter I've been hinting at since early on. I decided about halfway through this stories production that I would incorporate the ideas from other Grimdark stories into this one, blending them all into one universe. I liked the idea so much, added the Rainbow Factory into the mix. Perhaps it'll be Cupcakes next time. :raritywink:

Well, I'll need to ask you guys to bear with me from here on out. I lost all my files of chapters beyond this point, so I'll be winging it. What this means, is you can expect the writing quality to increase, but it'll take longer to release chapters. It certainly doesn't help that I've got Bassdrops and Bowstrings completely finished and am just doing edits and add-ins...

Props to AuroraDawn, writer of the original Rainbow Factory! Your story has kept many a-reader up at night and force-fed people nightmare fuel since the early days of this fandom. This is my hat tip to you.

-Inkheart

Chapter 13: Eradication

There was a brief moment of silence before the Hive clashed with the swarm of Risen. Twilight watched from the rear, beside Queen Chrysalis, who was smirking over at the her haughtily.

"I knew you would see things our way, Princess. We will decide on the location of my new Hive after the battle is won." The Changeling ruler stared back to the battle, just as the two forces clashed.

Twilight was forced to admit, the Changelings were highly efficient. They tore through wings and spines, sending the Risen careening down to the ground below. Twilight watched as ponies, long dead and fueled by dark magic, died again in droves.

"It seems we are the solution to all your problems, Princess..." Chrysalis grinned, looking to Twilight once more. She lost her grin, seeing the blank expression on Twilight's face. Looking back to the fight, she pretended like that expression didn't worry her. The fight was going well, but the Risen was numerous. She only had a few hundred left from her original Hive, the only survivors of the hard times that met them over the past few years. Chrysalis was growing desperate. She needed this place in Equestria, or her Hive would perish...

Twilight had noticed this; she wasn't anypony's foal. The Hive was a fraction of the size it used to be and the Changelings all looked weak and malnourished. Despite this, they fought savagely, filled with a ferocity and power that ponies sorely lacked. However, as useful as they were, Twilight knew that Chrysalis and her Changelings would continue to find ways to leech her for more and more, until Equestria would fall under the Changelings, rather than the Risen.

The Princess looked up to the sun, blocked by clouds. She thought about her mentor, her teacher, her friend. What would Celestia have her do? Slowly, she gave her head a shake and stared back to the combat. Celestia wouldn't have worked with the Changelings from the start. This was her decision and she couldn't look to Celestia for guidance on this. There was, however, one pony she could take advice from.

***

Rainbow Dash drifted down, landing among the scared and confused Pegasi with a slight wince of pain. She went around, whispering assurances and promises of safety, trying to ignore the dull ache that still filled her entire body. When Spitefire joined her, Rainbow offered her a smile. "We'll stay here. Surprise had to have a stock of food, if she was living here."

"I wouldn't be shocked..." Spitfire looked around the room, frowning. "This is a big facility. I'm sure they had rooms where ponies could go and eat. We don't have many mouths to feed, so I'm sure we can last until help comes." She looked back to Rainbow, giving a slight smile. "Can we talk, in private?"

Rainbow looked at a nearby Pegasus, who was staring at her with wide, shocked eyes. She was among several ponies who simply hadn't spoken, or reacted in any way, ever since the attack. According to the others, they simply... broke. They ate, walked and breathed, but nopony was really sure if they were still all there. It was a sight that wrenched at Rainbow's heart. Looking over to Spitfire, she nods. "Of course..."

The two walk apart from the others, keeping them in sight but getting enough distance so they couldn't be overheard. "You know, there's no guarantee help will come..." Spitfire said quietly, looking straight into Rainbow's eyes. "We need a plan, in case nopony comes to save us... And my idea isn't that complicated... You and I will lure away the zombies while everypony else makes a run for it. I think we can outrun them, but the other fliers..." Spitfire meant the ponies that would need to be guided, the ones who were mentally damaged.

"That wouldn't work, I don't think. They'd might just go back, once they saw an easier meal. They're stupid, but like, animal stupid, if you get what I mean... They'll know when an easier meal is nearby." Rainbow chewed her lip, thinking. "I'm sure Twilight will send help, once I don't come back. She'd at least try to find out if I'm alive..."

"And if the Princess falls?" Spitfire asked, looking defeated.

Rainbow snapped her head up, glaring at Spitfire. "Don't say that. Don't you ever say that."

Spitfire took a step back, eyes a little wide. "Whoa, sorry... I just..." She sighed, shaking her head. "I want to be prepared for the worst, Rainbow. We don't have any guarantees that we'll get out of this alive." Spitfire looked down, standing in silence. Just as Rainbow Dash was about to say something, Spitfire looked back up. "And that's also why I want to say this now. Everything I said up there, I meant. I like you, Rainbow. I like you a lot."

Rainbow flushed, rubbing the back of her head. "Well, I like you a lot too..."

"No, I mean... Ugh! Look, I'm not real big on emotional stuff, okay? I like you more than you think. I don't want to die, not saying something. You've done all these awesome things, from saving Equestria, to saving me. I'm used to being everypony's idol, but there was one Pegasus I always idolized. You." Spitfire poked Rainbow in the chest. Rainbow Dash was speechless, her mouth hanging open. "What I'm gettin' at is, if we die here, I don't want to die with any regrets. I won't let myself go, wishing I'd done something. So..." Spitfire stepped forward, putting the other ponies to Rainbow's back, taking either side of the other mare's face in a hoof and forcing her into a kiss.

Rainbow was practically catatonic. She didn't so much return the kiss as she tried to not drool. Spitfire leaned back, chuckling when she saw Rainbow's face. "You okay, rookie?"

Rainbow nodded, closing her mouth finally.

"Good... Then lets focus on trying to keep alive. I'd rather not get eaten, right after getting the guts to do that." Spitefire trotted around Rainbow, who just kept staring at the space Spitefire had just been for several seconds. She grinned and let out a loud cheer, Spitfire smiling from not far away.

***

Twilight watched as the Changelings tore through Cloudsdale, rooting the Risen out from wherever they had wandered, bringing them down with violent, vicious actions. Ponies stood little chance in direct conflict with the Hive; Chrysalis trained all her Drones in basic combat, turning them into a devastating swarm of violence. Add in the abilities of a Hivemind and the Drones become even more dangerous, playing off one-another in ways common allies couldn't.

No, Twilight couldn't let this get a foothold in Equestria.

Chrysalis turned, smirking to Twilight. "It seems all is going as planned, Princess. Not much longer and you'll be ready to pull your friend's corpse from whatever hole she fell in. Maybe if you're lucky, we can get to her before she turns." The Changeling Queen laughed, throwing her head back with malicious glee. She was loving every second of this; just another fact that made Twilight grit her teeth in anticipation. Chrysalis turned to her, grinning her fanged grin.

"What? Am I making you mad, Princess? Perhaps you'll need to learn to deal with me; we will be allies, after all."

"No, I was just thinking about something." Twilight kept her expression neutral as she turned to stare back out into the battle before her.

"Oh? And what holds your attention, then?" Chrysalis asked, perhaps a little more curious than she needed to be.

Twilight was silent for a second, her eyes darting from Changeling to Changeling. She marked the location of every one she could see, keeping them all piled in her mind. "Something a pony told me very recently. 'Magic is what the magician makes of it,' is what he told me. What do you make of that phrase, Chrysalis?"

Chrysalis looked confused, but looked back out to her Hive. "Well, I-"

A flash of purple light cut her off. Several spheres, glowing with radiant purple light, shot up into the air above Cloudsdale. All at once, each sphere began raining smaller, condensed balls of the same light, which sought out and struck every Changeling in sight. On contact, the Changelings barely had time to scream before their bodies disintegrated, being reduced to a fine powder, blowing away in the breeze.

Chrysalis stood, dumbfounded for half a second, before rounding on Twilight in rage. "You! We had a-" She cut off, eyes wide.

The Princess stared back at her, eyes narrowed and face set into a grim expression. "You think we had a deal, Chrysalis? I think we had a one-sided arrangement that you tried to force me into. I don't like being tricked and I don't appreciate being forced to choose between my friend and my Kingdom. I'm neither good, nor evil, Chrysalis. I'm not some paragon of light, like Celestia is. I'm not an emissary of the night, as Nightmare Moon was. I'm something in between. I am the twilight, resting between light and dark; and I have no more need for you."

Chrysalis shook with impotent rage, staring at the energy gathered on Twilight's horn. "So, you'll just kill me then?"

"Why would I?" Twilight smirked and let the energy drain from her horn. "Your Hive is gone. You're all alone now. You're about as threatening as a gnat." Twilight turned in the air, flicking her tail at Chrysalis. "I give you the greatest gift I can, Chrysalis; your life."

The Changeling Queen snapped, screaming in defiance and lunging at Twilight in a flurry of wings, fangs and magic.

Twilight disdainfully placed a barrier up, keeping the volatile Queen at bay. "Attacking me when I turn my back, right after I spare you?" Twilight sighed, turning to look at the Changeling Queen, her face less grim and more calculating. "I suppose you leaving was too much to expect..." The Princess looked Chrysalis square in the eyes. "I didn't want to do what I did, but you left me without a choice. Your Hive could have proved useful in the future as pawns. I give you one final chance, Chrysalis. Leave, and don't ever come back."

"You killed my Drones! My children!" Chrysalis snarled in a fury Twilight hadn't expected; she'd never thought Chrysalis would care this much for her Hive. It was a minor setback in her plans, but not one that couldn't be easily rectified. She'd done what she had to do; for Equestria. And she would continue to do what she had to do.

"Very well..."

***

When ponies came to Spitfire and Rainbow, reporting the sounds of screams outside, the duo prepared for the worst. If this was a failed rescue party, then the numbers of their enemies would be bolstered even further, making escape even less likely. However, the screams were reported to have a strange quality to them. Curiosity won out and Spitfire decided to investigate.

"You know this is stupid, right?" Rainbow Dash scolded, raising an eyebrow at her. "You'll get yourself killed. I'm going with you."

"One of us needs to stay here and keep order. And if something does happen to me, and you're out there, who will keep them safe?" Spitfire motioned with her head towards the ponies below.

Rainbow started to reply, but Spitfire leaned over, giving her cheek a kiss. She wasn't quite ready for anything more than that, while other ponies were watching. "I'll be fine, I promise. None of the Risen can keep up with me. I mean, I'm just about as fast as you." Spitfire gave her wings a flap. "Besides, you're still injured. They'll smell your blood and swarm all over you. I'm not having that."

Rainbow couldn't argue with those points. Huffing, she looked away. "Just be careful, alright?"

"I will." Spitfire moved closer, hugging Dash close. "I'll be right back." After a moment sharing in the silent affection, Spitfire flew down the halls of the factory, making her way to one of the many exits they had barricaded.

***

Outside was eerily quiet. No Risen pounded on the walls, though Spitfire could see a few, idly drifting about not far away. However, there were less than ten in sight; earlier she hadn't been able to count beyond fifty, with them swarming over one-another. Something had changed; this was their chance. Just as she was about to go back inside, a loud explosion drew not only her attention, but the attention of the remaining Risen.

A nearby structure erupted into a blaze of green fire as another blast struck it, exploding with a deafening blast. Spitfire recognized the magic instantly; that unique green flame was a trademark of Changeling magic, something she and the other Wonderbolts had been trained to pick out. Cursing, she flew straight up to get a better view of the situation.

Purple energy blazed through the sky, mixing with the flares and blasts of green fire. Spitfire was awed by the sheer potential of magic being thrown around here. However, the victor was already clear; the Changeling stood no chance.

Chrysalis heaved, firing another blast to ward off Twilight's magic. The Unicorn's ascension had made her far more powerful than Chrysalis had imagined. She dodged another blast ,her wings growing heavy and her body growing weary. Meanwhile, Twilight looked mostly unscathed, focused and not at all tired.

The Changeling Queen turned, darting away to gain some distance, before turning and firing a beam of magical energy at the Princess. Twilight batted the magic away effortlessly, her eyes glowing like twin pools of magical power. Chrysalis, for the first time in a very long time, felt terror. She was going to die here, with her Hive.

She refuted this. She denied it. She turned, ready to flee.

A blast of magic took her in the foreleg, severing it at the joint. She screamed, thick green blood oozing from the stump of her limb. Pain doubled her over and she began to fall, curled into herself, overcome with agony. The fall seemed to drag on forever, the pain flaring through her entire body, wracking her with sobs of agony. She lifted her head in time to see the ground fast approaching. Spreading her wings, she forced herself to fly; to break away from this destructive fall.

Magic caught her before she struck, holding her just inches from the ground.

Almost carefully, she was turned around to face the Princess, flying above her.

Twilight looked down at her with a blank stare, shaking her head. "I told you to leave, Chrysalis."

"I will! I'll do what you said. Just let me go." Chrysalis pleaded, knowing it was a lie. She would be back. She would kill Twilight for what she did today.

Twilight thought it over, staring down at the helpless Changeling. Something cold and cruel bubbled up in Twilight's chest. The slow changes that had been creeping through her mind drew around her like a blanket, smothering who she once was. She found herself not feeling anything towards the Changeling Queen. No remorse. No guilt. No desire for mercy. She weighed her value in the grand scheme and found it sorely lacking.

Without a word, she flicked her head. Chrysalis' neck twisted savagely and with intense force. The sound made Twilight imagine ice, snapping on a lake. She dropped the corpse the last few inches to the ground and let the coldness wash over her. She would need to be the protector Equestria needed, and that meant abandoning her equinity. She would do things that nopony else could bring themselves to do. She would kill, as needed, and bring this world back to order.

Or she would destroy it all trying.

Spitfire watched from not far away, fear gripping her. The Princess had just killed the Queen of the Changelings! While she was offering to leave! Begging for mercy! She swallowed down a bit of bile and fear, spreading her wings and doing a swift turn, flying back towards the weather factory. She needed to warn the others.

***

Spitfire rushed into the room, shocked to see the Princess already there, surrounded by the still-active Pegasus, Rainbow included. Spitfire found herself hating magic in all it's forms.

"There you are, Spitfire! Twilight came herself! Isn't that awesome?" Rainbow trotted over, grinning. "Told ya we'd be saved."

"Yeah..." Spitfire trailed out, not taking her eyes from the Princess. "Dash, we need to talk."

"Well, we're getting ready to leave for the Crystal Empire. Twilight said she'd take us all most of the way with magic, no problem, but we'd need to-"

"Rainbow, listen to me." Spitfire cut Dash off, stealing her attention. "I just saw the Princess kill the Queen of the Changelings in cold blood."

Rainbow Dash raised an eyebrow. "Uh... Aren't Changelings our enemies, Spitfire?"

"She was injured and begging for mercy. Twilight just... killed her." Spitfire shivered. The act had been so cold. Nothing like the Twilight she had seen all too often in the past.

"Well, would you have trusted her to stay away, Spitfire?" Rainbow asked, tilting her head. "Twilight made a tough call. Don't worry so much."

Spitfire bit her lip, staring at the Princess as she smiled at the ponies gathering around her. Now, she seemed so benevolent. Was she, though? Or was she hiding something?

"Fine. Lets go, before more of those Risen freaks decide to come back and chew out faces off."

Prologue: A Sign of Things to Come

The candle sparked to light, a glint of magic breathing life into the wick. The inside of an untidy library flickered in the firelight, the six ponies within flitting in and out of view. Twilight’s home was a mess, as per usual when she was neck deep in study. There was a melancholy silence over the group as Princess Twilight turned her head to face them, setting a fresh journal onto the table in front of her.

Twilight rested on her haunches, her gown flowing about her. Basked in stars, her hair cascaded with shifting shades of purple, one of her wings was wrapped in a bandage, held close to her torso in pain. Silently, she examined her friends.

“… But how, Twilight?” Rarity asked, pausing in her pacing to shake her head and close her eyes to hide her worry from the others. “How are we going to move all of Ponyville on such short notice?” She resumed pacing, shaking her head still as she locked her eyes to the floor. Rarity was a true gem, even wracked with worry she was the picture of elegance. In the past two years, she had taken to wearing a pair of glasses, purely aesthetic, and always carried herself with the utmost grace. As of this moment, however, her she was too nervous to maintain her composure.

“Maybe we could use the train?” Applejack muttered, stationary and sitting, unlike Rarity. Over the past few years, Applejack had become more muscular, but still maintained a fine physique. She was a farmer first and foremost, but she was also still a mare. “We just need to get all the ponies there and make a bolt for Canterlot, right? Shouldn’t be too hard.” She stood to comfort her pacing friend, a nod punctuating her idea. Twilight looked back to her book, thinking silently.

“Agreed, Applejack; it’s the safest way. But if things get worse before then, it’ll be impossible. I don’t know how fast those things move, but I know it’ll at least be a day before they get here. We need to move everypony as soon as possible. I just need a while to… rest.” Opening her journal with a shimmer of her horn, a nearby quill rose to float beside her. The others knew she’d get no rest. They went to talk, but Pinkie Pie, of course, raised her voice before all the rest.

“Twilight, Twilight, you need to relax. Re-ee-lax.” Pinkie’s tone fluttered as she spoke, as it always did when she was acting like this, her current position making Twilight rethink pony physiology. Pinkie had changed the least out of the group, only her smile seems to grow with age. Her smiling face hovered nearby, trying her best to cheer up the moody Twilight. In a moment that brought silence to the pink pony, Twilight didn’t return the smile.

“There’s no time to relax. You all should know that by now…” Twilight said, sternly. The princess gazed down at the blank pages, took a deep breath and exhaled, trying to calm herself down. No calm came, not after what had happened. She could still feel her body trembling. Even after hours running, she still hadn’t calmed her fears. She knew things would get worse before they got better. The question was, how bad would things get?

“The five of you get going. Start telling ponies to pack up, pack light and come here. Fluttershy, tell the animals to stay hidden as best as they can. Tell them what you need to, but avoid telling them too much. Tell them it’s a royal order… Ponyville needs to be evacuated.” A long silence fell over the room at those words; the weight they carried crushing any attempts at cheering anypony else up. Fluttershy, who was in the corner being comforted by Rainbow Dash, whimpered and started to cry. Pinkie wasn’t smiling.

The group left silently, leaving the princess to her work. The quill flicked softly over the journal’s pages, as Twilight became absorbed in her work. As she wrote, she felt her body tense with nerves. It had been years since her ascension to an Alicorn, but never once had she imagined anything like this would happen.

‘This is the recording of Princess Twilight Sparkle, graduated apprentice of Princess Celestia, Princess of Equestria and the once-bearer of the Element of Magic; and two days ago, the world began to end. I write this journal now, in case we do not succeed. I write this journal to warn future generations. I write this, as I am the only one who saw the events that just transpired. It’s likely that I am the only one who understands the gravity of what is happening elsewhere in the world right now. And I fear for us all. As I said, it all began two days ago…'

Author's Note

So, interesting fact;

This is actually my first story... like, ever.

Some reading this may know, I'm an actual author, in the process of publishing my first novel. However, it was this fanfic that was actually my first novella-length (or greater) story. I never finished it, thanks to a few extreme life changes, but it was this story that kicked me off into my writing. Up until this, I had ideas, but no drive to actually write them.

That being said, this is also my darkest work yet. I wrote it in a time of extreme emotional stress. My life was going downhill fast and this story reflected all that. Believe me, this story is not for the faint of heart or the soft of emotions.

-Inkheart