Lost World: Lost Memories

by FoxMcCloud7921

Rating: mature
Tags: Ember, Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Flurry Heart, Alternate Universe, Rainbow Dash, Starlight Glimmer, Thriller, Science Fiction
Length: 10025

Our technology was our downfall. The machines have us surrounded. Extinction is inevitable. Our only hope lies with a machine that has memories of the past...

Equestria has fallen. The world we knew before is nothing more than a husk of what was once. Our species throughout the years advanced with the discovery of new technologies, but some went too far. We believed that we should make the impossible possible by giving machines a life of their own. But such artificial intelligence went too far, becoming aware of itself and its abilities, deeming ponykind the dominant species no longer.
When the first attacks came, none of us were prepared and many died within the first few months. The machines, living a “life” of their own, now reside in a grand capital that, years ago, was known as Canterlot. The ponies that survived and haven’t been taken into prison camps keep resisting as much as they can, but we’re fighting a losing war. That of course won’t deter us: we’ll never surrender and I’ll be damned before I submit to a stupid machine.
But the longer we hold out, the more time the “Empire” creates deadlier and horrifying abominations. Little did I know one of those “abominations” would ultimately turn the tide of the war in our favor…

Inspired by CroakyEngine's Defect.

Published 2017-03-28 22:30:01 UTC
Last updated 2017-04-07 16:16:26 UTC

TS-5453, Destroyer of Ponykind

Equestria has fallen. The world we knew before is nothing more than a husk of what was once. Our species throughout the years advanced with the discovery of new technologies, but some went too far. We believed that we should make the impossible possible by giving machines a life of their own. But such artificial intelligence went too far, becoming aware of itself and its abilities, deeming ponykind the dominant species no longer.

When the first attacks came, none of us were prepared and many died within the first few months. The machines, living a “life” of their own, now reside in a grand capital that, years ago, was known as Canterlot. The ponies that survived and haven’t been taken into prison camps keep resisting as much as they can, but we’re fighting a losing war. That of course won’t deter us: we’ll never surrender and I’ll be damned before I submit to a stupid machine.

But the longer we hold out, the more time the “Empire” creates deadlier and horrifying abominations. Little did I know one of those “abominations” would ultimately turn the tide of the war in our favor…

Much of Equestria was filled with green and life. Or at least, it used to. Now, it was all barren wasteland, with the occasional set of ruins which served as a reminder that the golden days were gone for good. Much of the wildlife had perished as well, although now and then you did see some species of birds fly by or other types of creatures burrowed in the ground somewhere. If there were any spots of growth left, that’s where you’d find them.

Canterlot was a former kingdom that was practically built into the side of a mountain. Of course, that had been almost decades ago. The old kingdom was like the rest, a hollow reminder of what used to be. The new Canterlot or “Neo Canterlot” as it was referred to, was mostly large domes and spires located near where Neighagra Falls stands.

It was odd, since most would wonder why machines would even build a city. They were not the same as ponies or other organic beings: they didn’t feel the same emotions or have the same desires, so why? This was a belief, but one that was not necessarily true.

The original project for the first autonomous system, known as Project Sunfall (the ponies who survived could only laugh bitterly at the name), was a system that was assigned to assist and protect the citizens in the events of, say, a natural disaster. For example, if Canterlot was under attack by an unknown threat, Sunfall was to activate a shield that would cover the entire city, protecting it from harm.

At this point in time, magic was not just something that could be conjured by unicorns. Certain hotspots around the planet had been discovered that contained natural magic, a source of energy that ran like electricity or nuclear power. As such, many jumped at the possibility of a new power source, even if there were those who worried about its effects on the planet.

Sunfall ran on this energy and it had eyes and ears everywhere in the city. Of course, Sunfall was only the beginning and similar systems were to be implemented in places such as Manehattan and Fillydelphia. Of course, this is where the greatest minds took it too far.

Sunfall, before it was fully activated, spent weeks upon weeks learning about ponies and other species, their culture, their beliefs, etc. and was constantly put through stress tests to see if it could handle multiple incidents at once. Sunfall proved itself very quickly. But what they didn’t know was that while Sunfall was learning more about others, it was learning more about itself as well. Machines did not have feelings. Simply put, if they did, it would affect their decisions, especially one that Sunfall would make only a few years since its inception.

Sunfall learned that ponies were a danger to themselves and to the planet they lived on. It took upon itself the decision that ponykind would have to be ultimately destroyed. At the same time, it wondered if other machines could “think” and “feel” the same way it could. Thus, a population of machines, created in the image of Sunfall’s own creators, was born and it only grew throughout the years. Once again, Sunfall was the protector, and all that it saw were essentially it’s “children”.

Of course, ponykind did not go down so easily. Most did survive the initial attacks that came, hunkering down for the first couple of years before it was decided that Sunfall had to be destroyed once and for all. The war that would begin was worse than anyone could have ever imagined.

At first, they were simple machines, ones that fought like soldiers. But then they became more than that, cybernetic beings that could wipe out battalions of soldiers in mere minutes. Sunfall would eventually have air superiority as well as land, the advances in technology that ponykind used to crave for.

But even then, the pony resistance continued on. To say it was just ponies would be incorrect: there were griffins that would assist the pegasi in the sky and the seaponies that would aid the ships left in the Royal Navy, even though most ships now took to the air. The dragons, however, decided to stay out of the fight. The machines seemed to leave them alone and the dragons did the same. It wasn’t like they cared for the other races anyway.

Presently, the resistance finds itself on its last legs. They have been losing ground the past few months and the Sunfall Empire has not let up. Currently, the troops were engaged in the ruins of what was known as Ponyville, the Everfree Forest their true last line of defense.

Despite everything, Everfree managed to survive the holocaust but then again no one truly understood the forest very well. If they had to retreat, the forest would give them some cover and they still had the Castle of the Two Sisters, but even a fortress like that couldn’t hold them out forever. Sunfall wanted a swift end to the resistance once and for all and decided now was the time to test out its newest weapon.

The large helicarrier that made up the might of the Empire’s navy was a sight to behold, although to many it was meant to strike fear into their hearts. It was both a transport vessel and attack carrier, a single bombardment enough to level an entire city. Three were on its way towards Ponyville to ultimately destroy the Everfree Forest and essentially the resistance’s backbone for good. But one ship was currently carrying something of major importance.

TS-5453 was the name given to Sunfall’s newest weapon. It was as beautiful as it was deadly: it had the shape of a pony, although to say it looked like an alicorn was more accurate. It currently had on a visor which covered its face as it was currently in sleep mode.

However, that didn’t last long as a loud monotone voice droned through the ship. “Target area approaching. Distance fifty miles.”

TS-5453 then activated, surveying the ship quickly to get its bearings. It had heard the announcement and decided to go through one last systems check before arrival.

Systems Check Activated

Sensors…………………………………Operational

Thrusters…………………………………Operational

Weapons

Vulcan Cannons…………………………………Operational

.45mm Wrist Cannon…………………………………Operational

7.62mm Rifle…………………………………Operational

Wing Blades…………………………………Operational

Everything seemed to check out and TS-5453 waited patiently until the signal was given. It wasn’t long before an alarm went off and the cargo doors behind the machine started to open. As it went towards the doors, a message appeared on TS-5453’s HUD. It was a message from Command. Eliminate all hostiles.

“Understood.” Its voice sounded mechanical but it was definitely a female voice. TS-5453 processed this for a moment. Perhaps it was more appropriate if it went by as a she. TS-5453 considered it and decided: it was now a she. It wasn’t as if Command would have an issue with that.

She made her way towards the cold air and scanned the area below. She was maybe two klicks from where the fighting was taking place. Not that she needed to be seen. Strangely, TS-5453 found herself smiling slightly. She was enjoying this new change.

She then jumped off the carrier and fell to the ground, but only temporarily. Her wings suddenly opened up and her thrusters activated which caused her to shoot towards the target. At her fastest, she could’ve easily broken the sound barrier but she had to save her energy. This wasn’t necessarily a stealth mission but even a machine strong as her could only take so much damage.

Meanwhile, the Battle of Ponyville was not going well. Remnants of old houses were being completely obliterated in artillery fire. Most of the soldiers were holed up in whatever cover they could find but they were losing it quickly. Mortar and artillery fire were being provided behind the ponies but it was at best slowing down the enemy’s advance.

A small company of earth, unicorn, and pegasi ponies were hunched up in what had been a large building, most likely for the mayor of this town. Most of them, altogether seven, carried assault rifles although a few carried standard sniper rifles. “Damn it,” one of the pegasi groaned. “Artillery isn’t doing a damn thing out there. Don’t we have any armor at all!?”

“Reinforcements are still coming in from the south, and this forest is damn near impossible to get through,” a unicorn said, applying healing magic to a few of her comrades.

“We may as well retreat,” an earth pony said as he took a few shots, managing to shoot off the head of an infantry unit. “We’ll be better protected inside the forest.”

Suddenly the radio went off. “Be advised, we have three helicarriers incoming!”

Everyone swore. “Or not,” the earth pony groaned.

“They’re going to reduce the whole forest to nothing,” the pegasus said. “We don’t stand a chance against those carriers.”

“If we managed to take one down, still intact and rewired everything, we’d at least have a shot,” the unicorn said.

“Yeah, we got like three of them but the enemy still has over a hundred and counting.”

“Hey…listen…” the earth pony said. Everyone stood still and listened in. That’s when they realized it. “They stopped firing.”

“The hell?” The pegasus looked out the window. He couldn’t see any of the enemy troops but gunfire was no longer being exchanged. “Okay, this is weird, even for them. It has to be a trap…”

“Or they’re waiting…but for what?” the unicorn said. Suddenly, a shot rang out and the unicorn’s brains were suddenly blown all across the room.

“What the fuck!?” the earth pony yelled, trying his best not to vomit.

“Sniper fire!” the pegasus yelled as they all hit the ground. He looked up and noticed where the hole was. “It came from behind us!”

“They’re flanking us!?” But the discussion was interrupted as something came crashing through the wall. It was no artillery shell and therefore no explosion but they quickly found out it was something the same size as them. The figure raised what appeared to be a hoof and something small appeared outside of it and it quickly opened fire.

The loud noise signaled that the weapon was a .45 and the gunslinger had perfect aim, taking out two soldiers in less than two seconds. The rest of them opened fire with their assault rifles, which managed to cause the machine to retreat into the air, or so they thought.

The machine dropped down again, hitting the ground hard enough to cause a small shockwave that knocked everyone onto their flanks. Suddenly, what looked like wings appeared beside the monstrosity, opening out in an attack formation. The remaining soldiers could only yell as they were quickly cut down, blood splattering all across the windows.

TS-5453 observed the carnage she had just created. The ponies had put up less than a fight and no doubt didn’t see her coming. The shot that killed the unicorn was not a difficult shot, mostly because she was able to detect through infrared.

She looked again at the bodies in slight puzzlement. The sentries could have done this with relative ease so why was she here? Part of her knew it was mostly a test but also because several members of the Resistance Command were stationed here and with them gone, the Resistance was finished.

Even she was surprised by her sudden thoughts. When she was created, she was given the ability to think freely, although emotion for the most part didn’t exist to her. She could understand it but not be able to experience it herself. She had to be careful: being able to think freely was a privilege, one that could easily be revoked if she started to question things.

TS-5453 changed her HUD back to infrared mode as she set out to take care of the stragglers, giving an order to the sentries to resume their attack.

Commander Silverhoof, Leader of the Resistance

Author's Note

I made some quick edits on this chapter, that being I forgot to describe some of the characters' appearance.:facehoof:

Commander Silverhoof, Leader of the Resistance

Commander Silverhoof stood near the edge of the Everfree Forest, watching the scene before him in Ponyville. The machines had them outnumbered three to one, which was nothing new for him. They’ve faced worse before. Unfortunately, he was running out of ground to retreat to.

Silverhoof remembered the early days of the war, when the Resistance managed to win a few key victories. They were few and far between but he and his men never took them for granted. That was before Sunfall decided it had to upgrade its arsenal. The helicarriers were the first, then came the bombers. They were outgunned and outnumbered, but if there was one advantage they had, it was thinking outside the box.

Right now, he couldn’t think of a possible way to turn things around. His division was limited in supplies while grudgingly he was reminded that HQ was holding onto the good stuff. HQ was based far south from here, relocated after almost everything north of here had been taken by the enemy. The folks in Griffinstone were only faring slightly better, considering the main force of Sunfall’s army was concentrated on the central continent, but mostly it was a stalemate, something Silverhoof would take at the moment.

The son of a pegasus and earth pony, Silverhoof had the strength of his farther and the speed and wings of his mother. Unfortunately, the both of them lost their lives at the beginning of the war. Although the memory still felt fresh to him, he was thankful that at least they were gone, as opposed to the alternative which always made him felt slightly queasy.

The brown and tan pegasus looked to his left as his fellow kin, a navy blue colored pegasus, approached him. “Breeze, how bad is it?” There was rarely any good news these days.

“We lost contact with Bravo and Trotter companies,” Night Breeze said with a slight sigh.

Silverhoof stared at her. “We can’t be getting overrun this quickly.” He then took out a pair of binoculars and scanned the area. “If they knew that, they would’ve done the smart thing and retreated.” The enemy was making a straight shot into Ponyville without trying to flank them. What was going on?

“Sir, if I may say…I know I tend to be the superstitious type but I got a bad feeling we’re dealing with something new entirely,” Breeze said.

Silverhoof sighed. It didn’t surprise him. Everyday there was always something new to face. Guess Sunfall was getting impatient, if AI’s were capable of getting impatient. “Alright, signal the remaining troops that we’re pulling back to the castle. The forest should at least give us some cover.”

“And those carriers?” Breeze asked.

“We don’t have enough anti-air missiles to take them all out so we’ll have to use them wisely. If worst comes to worst, we can use the old sewer passages as a way for escape.”

“Are we already calling this another defeat?” Breeze said glumly.

How was he supposed to respond to that? He was the only reason they were all still there, and everyone agreed with that but morale was at an all-time low and right now a victory would do some good. “Right now, all I’m thinking about is regrouping and coming up with a new plan. When we get inside, make an immediate call to HQ.”

“Yes sir,” Breeze saluted before flying off. Silverhoof grabbed his rifle and took one last look at the former town. Growing up in Hoofington, he knew exactly what life was like in a place like this: quiet and relaxed. But those days were gone and even if this war was won, how they could they possibly start over?

Silverhoof just shook his head slightly before motioning to the other troops that were falling back and started to lead them into the woods.

TS-5453 was currently observing the enemy’s movements, using her infrared to pick up the remaining troops while cloaked inside one of the abandoned houses. There were over a hundred still and they were currently retreating into the Everfree Forest, which proved to be quite the interesting specimen, as least to sentient beings such as her.

So where were they heading? TS-5453 accessed her memory banks. Deep inside the forest was an old castle: The Castle of the Two Sisters. She brought up pictures of the structure and-

Suddenly, her HUD flickered slightly, giving the machine pause. Was that a glitch? Surely that last fight didn’t damage her processors, and her systems check before proved everything was normal. She placed a notice to have that checked out once she returned to HQ.

She did more research. The forest definitely had history, other than the castle itself. Almost a hundred years ago there was an incident where the forest went out of control and almost took out all of Ponyville. That was until the Tree of Harmony-

It happened again. The flickering was definitely noticeable, even to an untrained eye. What was going on? She decided to do a quick manual systems check but everything checked out as normal. She decided to update the notice to a first priority when she got back. For now, she decided she would tail the remaining soldiers, wait until they got into the open once again.

Silverhoof and his troops made haste into the forest. He wanted to make sure they were all covered before the carriers began their bombardment. It was rather sad actually: despite everything, this forest was determined to live. Sure, there was something off about it and honestly, Silverhoof hated the place but there was no reason to blow the place to pieces. Not even this forest could survive the bombardment it was about to receive.

However, even as he was moving along, he felt as if someone was watching him, or rather something. Despite fighting this war for so many years, there were still many things that terrified a hardened pony like him, only because now in this world nightmares were no longer fantasy but mere possibilities. Silverhoof kept his guard; if something was going to ambush them, this would be the place to do so.

However, everything remained still, except for the sound of hoofbeats against the soft ground. They were almost near the old fortress, which was greater than anything Silverhoof had seen in his life. It was unfortunate that such a place with a rich history would ultimately be desecrated.

As they reached the edge of the clearing, he held up a hoof, signaling the troops to stop in their tracks. Silverhoof looked around the area, scanning for any bogies, alive or wired. The night vision goggles he and his fellow ponies wore helped make their way through the woods and also had an infrared setting, although they were practically useless against the enemy except for detecting heat signatures from rockets or engines. As far as he could see, everything was still.

“Commander,” Breeze said softly, trying not to startle him. “I just got word from HQ.”

“Let me guess: they can’t provide any reinforcements at this time,” Silverhoof replied.

“Unfortunately so.” Silverhoof cursed slightly. “Sir, perhaps if we get on a private channel we can contact Fl-”

“That’s Skyla,” Silverhoof quickly interrupted her as he motioned for the others to move on ahead. “You know and she knows we can’t use her real name, that’d make her priority number one with the machines and…well let’s just say I really don’t want to lose her.”

“My apologies sir,” Breeze looked embarrassed.

“She probably won’t be able to help us anyway,” Silverhoof said. “She’s on a small pedestal at the moment and actions like this will only make it smaller.” He then one more glance around. “So, what do we have stationed here?”

“Long-range artillery and anti-air missiles per your orders,” Breeze replied. “We also machine gun posts on the front towers. It wasn’t easy getting that stuff up there.”

“I’m amazed the infrastructure is still holding,” Silverhoof added. The princesses must’ve had one hell of an architect.

“Let’s put it this way sir, if the machines manage to take us out here, it’ll cost them dearly.”

Silverhoof grinned. “I got no issue with that.” He looked behind him towards the woods and as he glanced around, he froze. Only a few meters from the edge of the forest, near the tree top, Silverhoof could’ve sworn he saw something shimmer. It was only there for a second and admittedly if not for the goggles and his keen eyesight (pegasi in general had really good genes) he wouldn’t have even noticed it. He then turned around casually. “Breeze, listen to me carefully and don’t react so suddenly…we have company.”

The way he saw her wings stiffened showed that her heart must’ve skipped a beat or two. “Where sir?” she asked, keeping her body still.

“My eight o’clock, your four, near the edge of the woods.” Silverhoof replied. “Whatever it is, it’s cloaked and probably heavily armed.”

“Shit…you think that’s what took out Bravo and Trotter?”

“No doubt about it…” Silverhoof said as he pretended to stretch and slowly went for his rifle. “Not sure if it can hear us but we can’t signal the others without alerting it so we have to do this quick. You ready?”

“Always,” Night Breeze said as she casually pulled out her pistol.

“On three. One…two…three!” The two of them turned around quickly and opened fire towards the tree line. Silverhoof quickly saw the shimmer again as the machine jumped from the tree only to realize too late it was jumping towards them.

Both Silverhoof and Night Breeze were knocked to the ground as something practically ran over them. Behind him, he saw something spark and soon a figure appeared, its cloaking apparently damaged. The other soldiers reacted swiftly, opening fire at the machine as it quickly thrust up into the air again.

“What the hell is that thing!?” Breeze cried.

“That’s no simple sentry that’s for sure,” Silverhoof as he got up and retrieved his rifle. “Keep shooting it!”

It apparently was the best short-term solution as the machine tried to avoid being hit. However, it wasn’t long before the thing’s wings shifted slightly and it pounced towards the ground skewing three soldiers in one hit.

“Its armor is too tough!” Breeze said as she reloaded.

Too strong for a bullet, Silverhoof thought. However… He then grabbed one of his fellow soldiers. “You know how to use an artillery gun son?”

“I have some experience sir!” the crimson colored unicorn said.

“What’s your name?”

“Private Nox sir!”

“Nox…okay, I need you to get up to that cannon and when I give the signal, we’re gonna blast that metal abomination to pieces!”

“I’ll gladly oblige!” Nox then made his way towards the fortress amid the chaos while Silverhoof gave him cover. Once the machine was high enough, he spotted one of its thrusters and took quick aim. There was a small explosion as the thruster was damaged and the machine crashed into the ground. However, it hardly seemed to slow it down as it got up and started opening fire on the remaining soldiers with what looked like a gun attached to its leg.

“Breeze, I’m going to distract it!” Silverhoof said.

“Are you crazy, that thing will cut you into pieces!” Breeze said.

“Give me a little credit!” Silverhoof looked over and saw that Nox had made his way towards the outer wall where one of the cannons had been placed. After getting a signal from him, Silverhoof took to the air, far above the battle. “Hey! Hey you!” The machine suddenly stopped and looked in his direction, almost as if it looked confused. “Yeah you, you bucket of bolts! Come on, I’m the one you’re looking for right!?”

The machine seemed to pause, almost as if hesitating. Silverhoof knew this was all about timing. If Nox managed to miss, not only would he have wasted a valuable shell, the machine would most likely go after him in retaliation. As if time suddenly slowed down, he saw the machine suddenly fire off its backup thrusters and yelled, “NOW!”

Nox had the cannon aimed right towards Commander Silverhoof, adjusting for gravity and the coriolis effect. As soon as he gave the signal, Nox fired. In that last second, as the machine came towards him, Silverhoof moved vertically to the right. One second later, the round made a direct hit, smashing into the machine and causing it to spiral down towards the trees.

If TS-5453 was able to feel it, she would’ve felt foolish at this moment. She had been outsmarted by the pony and did not even think for a second that it had been a distraction. It was very disappointing.

The blast punched a rather big hole in her armor near her wings, exposing a lot of circuitry. Flashes of red covered her entire HUD, warnings of critical failures of most systems and the impact upon hitting the ground didn’t make things better. Her power source thankfully was undamaged but if she didn’t shut down now, her other systems would be damaged beyond repair.

TS-5453 would not admit it, but it had been a lucky shot. Her armor overall could withstand most weaponry, even artillery shells. However, she wasn’t completely protected all over. The area where her wings were located had a thinner layer, most likely to compensate for the weight issue she would have if her entire body was heavily armored. As she said, a lucky shot indeed.

CPU…………………Damaged

Weapon Systems…………………Disabled

Armor…………………Critically Damaged

Exoskeleton…………………Critically Damaged

Automatic Emergency Shutdown in effect…

In a way, shutting down was like a pony falling asleep, and her system would try to make repairs, similar to the brain and body during REM sleep. However, as she felt herself slip away into darkness, TS-5453 was not only feeling “foolish” and “disappointed”, but also a different sensation, one that ponies would consider “fear”.

I have failed…

“Holy shit…” Breeze said as the commander touched the ground. “That was a hell of a shot!”

“Thank Private Nox for that one,” Silverhoof said, giving a small salute Nox’s way. “There’s no way that thing could’ve shaken off a hit like that.”

Upon finding the machine, he couldn’t have been more right. The shell ripped right through the machine’s left side, leaving a wide hole that exposed wiring. But it wasn’t the damage that stunned the two pegasi.

“Look at it…” Breeze said. “It looks like a-”

“Alicorn, I know,” Silverhoof said. “It’s all about fear tactics. Alicorns were always seen as the most powerful beings in Equestria and what would be more terrifying than an alicorn coming after you?”

“Look at the weaponry on this thing,” Breeze said in amazement. “These are…miniature Vulcan cannons? I didn’t know anything like these existed.”

“Makes sense, otherwise it would be too heavy for this thing,” Silverhoof said, further examining the machine. “Not gonna lie, I think we got lucky.”

“So what now?” Breeze asked. “We might as well scrap it for whatever useful stuff it has.” Silverhoof was quiet for a moment. “Sir, what other choice do we have? If this thing wakes up again, its just gonna go on a killing spree again. This thing has a lot of blood on its hooves!”

“I know…but we’re not going to scrap it, at least not yet,” Silverhoof said. “This thing is intelligent, much more than the regulars and I want to see if it has any information.”

“Like it’ll tell us anything,” Breeze sneered. “Even if it wanted to, its memory banks probably got all scrambled. Sir, I really don’t think this is a good idea.”

“Well Lieutenant, it’s a good thing I outrank you because we’re taking this thing in.” He then waved over two soldiers. “Get this thing inside and put it in a containment field. Even if its weapons are still operational, it won’t be able to break through.”

“Yes sir!” The two earth ponies grabbed the machine and slowly made their way inside.

“So…we’re just going to interrogate it?” Breeze said with disgust. “It’s just gonna call out to its friends anyway.”

“Its ‘friends’ already know we’re here,” Silverhoof said. “I just want information, anything it can give me. And once its served its use Lieutenant, then I personally will blow its circuits out.”

What is my Purpose?

All was darkness. It wasn’t an experience TS-5453 wasn’t familiar with, but something seemed different. There were…pictures? No, pictures didn’t move…were these memories?

They were short, but she was able to pick out certain things. A tree…a castle…a large explosion with mountains and a town in the background. She wasn’t sure what to make of these things. But at the same time, it all felt…familiar…

TS-5453 could only go back a few days to the beginning of her origin. She had no recollection of when she was built, but going online for the first time could, in a sense, be when she was “born” into this world. These events never took place in her short lifetime…or did they? Dreams are strange, but they’re also something only organic beings experience…and she was clearly not organic.

Perhaps my memory banks were wiped at some point and somehow my CPU managed to copy backup files…but these dreams are from long ago, long before Sunfall…so why am I experiencing them? And why do I get the sense that I…used to interact with these ponies? What aren’t you telling me Sunfall?

Systems Rebooting…

TS-5453’s eyes started to flicker open and she started to quickly scan the area. She appeared to be in a containment field and, due to her incapacity to move any of her limbs, strapped to the wall. It had only been an hour since her shutdown but her weapon systems seemed to be operational along with some of her sensors. The armor would have to be fixed manually of course, but there was no way she could make it back to Neo Canterlot with the reserves she had.

“Ah, so you’re finally awake.” She glanced to her right and saw two pegasi walking into the room. After getting a good look of the area, judging by the mold and discoloration of the walls, she had to be in the castle.

“I’m assuming you can understand us?” It was the brown and tan pegasus that was speaking to her. Judging by his size and demeanor, TS-5453 had to presume he was the leader of this group.

“Yes.” She could’ve stayed silent but what was the point? If she didn’t talk, they’d probably resort to more…unpleasant methods. As a machine, she didn’t feel pain the same way as ponies did, although electric shocks were a different story. She rather not get shocked.

“She sounds more Equestrian than I thought,” the blue pegasus said.

“Do you have a name?” the male pegasus asked.

“I am a SRC (Special Reconnaissance and Combat) android, model number TS-5453.”

“Well that’s a mouthful,” the blue pegasus rolled her eyes.

“My name is Commander Silverhoof and this is Lieutenant Night Breeze,” the male pegasus said. “But you probably already knew that didn’t you?”

“Actually no, I do not have all the files of ponies that were born at or after the war first began.”

“I see…so TS-I’m sorry, are you sure you don’t have another name that you use?” Silverhoof asked.

Another name… She thought about it for a moment. Her model number was the only form of address she got from her creators. “Twilight,” she suddenly said, pausing in confusion.

“Excuse me?”

TS-5453 could not comprehend this sudden outburst. She never heard the name Twilight before and yet…it was hard to explain but it was a word that she knew somehow. “You may call me Twilight if you please.”

“Twilight…that’s an interesting name for a machine,” Silverhoof said. “Now that I think about it, I’m kind of confused as to why you resemble an alicorn.”

“Alicorns were believed to be the most powerful beings of your kind,” Twilight said. “As such, Sunfall decided to use that knowledge against you, to strike fear.”

“Nice to see the ol’ AI has a twisted sense of humor,” Breeze muttered. “So, that’s what this is about? You were ordered to go around and kill all of us to strike fear into the Resistance?”

“Correct,” Twilight said. “Though that was only through protocol. I did not act on free will alone.”

“Bullshit!” Breeze snapped. “Machines don’t have free will.”

“Incorrect. If I was acting on orders alone, I would’ve already attempted to free myself instead of conversing with you two. There is a small chance I could break out but it would leave my energy reserves almost depleted.”

“But that’s just thinking logically,” Silverhoof pointed out.

“Hm…perhaps. But I also would have no reason to speak to you, considering you consider me a…monster. However, I chose to speak with you. No orders, no protocol. Free will.”

“This is a waste of time Commander,” Breeze said. “Let’s just be rid of the thing already. It won’t tell us anything important anyway.”

“Breeze, aren’t you curious?” Silverhoof asked.

“About what?”

“Why her design is like that?”

“It’s design, and it already said-”

“I know, but if that were the case, why not Celestia, or Luna?”

“Maybe there’s already some Celestia model…rest her soul I really truly hope not.”

“Well maybe you’re right but what other alicorn princesses do we know?”

“Well there’s Celestia, Luna, Cadance, you know who and…wait…you don’t mean-”

“That’s right. There was a fourth. Princess Twilight Sparkle. That’s why she came up with the name.” He looked back to Twilight. “Surely you have information on her.

Twilight ran through her data banks…and found nothing. That was strange, surely there had to be some information on the subject. But it wasn’t there, almost as if… “I’m afraid I don’t have that information…I’m merely hypothesizing at this point but I believe it may have been…erased.”

“This doesn’t make any sense,” Breeze said. “How could you not know about yourself, or who you’re based off of? Or better yet, why didn’t Sunfall tell you?”

“I…don’t know.”

“I was only a colt when the war started, and you were still an infant,” Silverhoof said. “We all knew Celestia and Luna based on what we read…in fact a lot of what was mentioned was either in books or old data banks. Twilight Sparkle at the time was still rather young, well compared to the other two at least. It was a name that was easily recognized but no one really knows what happened to her. We’ve never seen her so we have to assume the worst…”

It was those last words that caused an involuntary jump from Twilight. Princess…Alicorn…so her design was based on an alicorn princess long ago named Twilight Sparkle…so why didn’t she have all the information? Was it possible that these dreams she experienced were connected to her? Her memories? Twilight decided to keep quiet about that for now.

“If I may ask…what do you plan on doing to me?” The question caused both pegasi to glance at one another. “I’m afraid aside from parts I’m useless, even with information. Based on all that’s happened…I wouldn’t blame you for wanting to scrap me.”

“Oh we’re going to scrap you alright,” Breeze growled. “A machine, even with a cute voice and just happens to look like a former princess, is still a machine and you’re all hellbent on destroying us so of course we’re going to do it.”

“I have no personal opinion on the matter and if you want to know why Sunfall is doing this, I honestly cannot say. I just follow commands.”

Silverhoof sighed slightly. “For now, you’re staying where you are until we ultimately decide what to do with you.” He looked to Breeze. “I’m going to go check outside to see if our friends have shown up yet. You mind watching her?”

“Sure, why not?” Breeze shrugged. “But if it starts annoying me don’t blame me if you come back to a pile of scrap.”

Silverhoof just shook his head as he went outside. The castle itself has been around for at least a few couple centuries or so, that much he knew, but upon looking inside the first time, it looked as if it had been slightly renovated within the last century which seemed off. Either way, it only had two points of entry and despite the look, the infrastructure was still holding strong.

He went up to one of the guard posts and saw Private Nox standing nearby. “Private,” he nodded towards the unicorn. “That was some impressive shooting earlier.”

“Thank you sir,” Nox replied. “Although I have to admit it was all about timing. I didn’t exactly blow up that machine the way I wanted to.”

Silverhoof contained a small smile. “Perhaps so, but you did what you could and we’re all thankful.”

“Sir if I may ask…what are we going to do with it?”

Silverhoof wasn’t sure how to respond. He knew he had been speaking with a machine, a machine that would’ve already killed him if it had the opportunity. And yet, it showed no signs of hostility. It was definitely more intelligent than most machines he’d seen but it showed no bloodlust, for lack of a better term. Even more so, it seemed…vulnerable, as if it was already accepting its fate for failure.

Part of him knew that there was the possibility this was part of Sunfall’s plan. Use a machine with the ability to generate sympathy, perhaps enough to keep its captors from destroying it, and in that hesitation, break itself free and finish its mission. Breeze certainly would have agreed with that idea. But as for him, he just wasn’t sure.

“Right now, I don’t know,” he said. “It’s certainly valuable, that’s for sure. But enough about that, what’s the situation out here?”

“That’s the thing sir, nothing’s happening,” Nox said. “It’s been over an hour and we haven’t seen anything, not even those carriers. It’s like they’re waiting for something…”

Silverhoof had an idea about that. Sunfall had total control over all of it’s units no matter the distance. Sunfall was also an intelligent machine that understood ponykind, probably more than they did themselves. It could’ve rushed in while they were retreating and laid waste to the area. But it was allowing them a reprieve, one that would probably be the last for many.

“Just keep your eyes open and make sure everything is ready to fire when necessary,” Silverhoof said. “But don’t try to be a damn hero either…that goes for everyone.”

“Yes sir.” Nox saluted and returned to his post as Silverhoof continued his rounds.

Meanwhile, Night Breeze was keeping an eye on the machine, making sure it didn’t try anything funny. That was the thing about machines, they had no emotions and therefore were unpredictable. Breeze’s hatred of them wasn’t unprecedented of course, she had seen first hoof just what they were capable of.

As a young filly, Breeze wasn’t yet a soldier but the war reared its ugly head at her and her family. Her parents used to live in Cloudsdale, a place that all pegasi were proud to live in. But after the war began, it was just another reminder of terrible memories. Her mother and father didn’t go into details, but they explained that Cloudsdale was among the first to be hit, and it was hit hard with drone strikes. Nothing was left standing.

As for her own experience, Breeze and her family headed north to seek shelter in the Crystal Empire. But the peace didn’t last long as Sunfall’s army moved in all directions. Even the Imperial Guard, perhaps the strongest army in the world, couldn’t ultimately repel its attacks. Breeze could remember being put on a ship as the machines laid waste to the capital. Her parents never joined her. The only good thing from that experience was that she never knew who or how they were killed but whenever she thought about it, it was enough to drive her to push through another day, hoping one day she herself would be the one to pull the plug on Sunfall for good.

“Can I ask you something?” Breeze was so deep in thought that the question almost startled her. The machine stared at her and for a moment she wondered if it could read her thoughts.

“Sure…whatever,” Breeze replied.

“I am aware that living beings are able to dream while they are in REM sleep. But…is it possible for a machine to have…dreams?”

The question certainly caught her off guard. Breeze was starting to wonder if this machine was starting to malfunction. Not that she cared. “I don’t know…I always figured machines just…turn off I guess? It’s like…they’re aware that they’re off but…no I don’t think they have dreams.”

“Hmm…” Twilight was deep in thought, which made Breeze slightly more curious. Since when do machines “hmm”? “You may not believe me but…when I was shot down, there were…pictures in my head. Memories actually. I wonder…if these are memories are her memories…Twilight Sparkle’s.”

“That’s impossible,” Breeze said. “You can’t put memories into a machine. To you, its all code and such, kind of like how you can program emotions. They’re not real, at least not to you.”

Maybe she was right, Twilight wondered. It couldn’t be real…but what she experienced did feel real and nothing, no code, no programs, could replicate that. It still bothered her that she had no information on this pony…but what she could guess what that since she was a princess, she must’ve been a good pony.

Would Princess Twilight want her people getting killed? It was a dangerous thought and she should know better. Why does it matter…you may look like Twilight Sparkle but you are not Twilight Sparkle, you are TS-5453 and your mission is to-

Twilight stopped and looked down to where she was strapped in. Hooves and legs that looked real, but was merely metal and wiring instead of flesh and blood. Why…why do I look like this? She never thought about it before. In fact, there was a lot of things she didn’t think about before now, before she noticed the changes happening to her. She always acted without question. In her training sessions, she was given orders and followed them. But now…

Now she was the one with questions, many that she couldn’t answer. Why kill the ponies in the first place? Were they really a threat? Before it was nothing to her, but now that she recalled all that killing…

Suddenly, the walls started to shake. “Looks like your friends are finally here,” Breeze said as she shot up and got her weapon, an M14 rifle. Suddenly, Silverhoof burst through the door. “We got company?”

“Yeah, it seems like they’ve regrouped and going for an all out assault, and the bombardment is going to be plan B if that fails,” Silverhoof said. “We gotta hold this fort at all costs cause we got nowhere else to go.”

"And her?" Breeze asked.

Silverhoof looked grim. "She'll get to experience again first hoof what the Resistance is made of."

An Unlikely Alliance

Outside the castle, it was a large display of gunfire and laser bolts that lit up the entire forest. While the ponies had the advantage of defense, the machines had the advantage in term of numbers. Even as the machine gun nests plowed down numbers of them, more kept coming.

“There’s no way we can withstand an attack like this,” Night Breeze said as she and Silverhoof made their way towards the entrance.

“I’ve pulled off miracles before lieutenant, and this wouldn’t be a new one for me,” Silverhoof replied as the two of them had to dodge a laser bolt.

“I hope you’re right about that then,” Breeze as she got into cover and aimed her rifle. “Cause there isn’t much between us and HQ now.” She fired a shot which severed the head from one of the sentries.

“Don’t you remember what happened the last time you bet against me?” Silverhoof joked as an artillery round exploded behind them.

“Sorry sir, but even you are going to have to throw a Hail Mary on this one,” Breeze said as Silverhoof tossed a grenade over his head. The blast threw three sentries into the trees behind them. He then grabbed his sniper rifle and started sniping the drones near the tree line.

“We’ll see,” he said as he took down three of them in five seconds. “Somepony get those cannons fired up and maintain fire on the edge of the forest. And get those AA guns ready in case those carriers appear above us!”

Acknowledgements were made as three soldiers broke from cover, two to load up the artillery directly above them and the other towards the AA gun near the top of the castle. “They’re diverting everything towards the front gate,” Breeze said. “You absolutely sure there’s no other way in?”

“Not any that haven’t been collapsed over time or by us,” Silverhoof said. “If we can keep them out then we stand a chance.” No sooner did he say that that he started to curse. There were three sentries literally galloping towards the front gates. “We got Berserkers! Take them out!”

Berserkers weren’t very different from the common sentry, but these particular sentries were fitted with explosives, the kind that could level a four-story building. They were nicknamed Berserkers not just because they were fast, but the fact that they moved and ran in such an erratic way they gave away their intentions.

Two of them were shot down immediately, but the third was hit in the chest area by a bullet and exploded prematurely. While the blast was about ten feet from the wall, the blast still managed to punch a small hole into the gate and the shockwave managed to knock most of the ponies to the ground.

“Shit!” It was like smelling blood in the water as the sentries made a new push toward the gates. Fortunately, at least a dozen soldiers were guarding this spot and had the gates reinforced to withstand a large blast but they still kept coming, even as Silverhoof and the others up above took many of them down.

Twilight could hear the low rumbling coming from outside as the battle waged on. She was quite aware how large the enemy force and based on multiple simulations she had run, there was an eighty-seven percent chance that the ponies would fall. Part of her wondered what would happen next. Surely, they knew she was here, even though she currently didn’t her SOS signal pinging. But once they did find her, what next? Would they release her and let her assume command? Or would she destroyed here and then due to her failure of a simple mission.

Twilight didn’t quite understand the feeling of fearing death. As a machine, there was no such thing as death. Death was completely irreversible. Machines however could be fixed, though certain things could be lost in the process such as data banks or processing speed. There was no such thing as what ponies called a “soul”.

And yet, Twilight knew if there were orders for her to be destroyed, there was almost zero chance that she would return. Maybe that’s why they fear it so much, because they don’t know what’s on the other side. Twilight wasn’t quite ready to find that out just yet.

There’s so much I still need to know. If they scrap me then… She was quite aware of what she was thinking and she knew the consequences. Both choices had similar risks but Twilight wasn’t thinking based on probability, she was thinking what felt right. But before that, she had to find a way out of this cage.

Twilight had partly lied before, a tactic she wasn’t quite used to, about how she could get out. Sure, she could get out the hard way which as she said would mostly deplete her energy, but there was a more-efficient way. Twilight scanned the walls, impressed how they were able to get wiring through the old castle. She was able to track the wiring from her prison to a nearby power source. She “wormed” her inside, hacking into the power source that would cause it to short out for ten seconds.

Hacking was a basic tool that most machines like her could use. The only difference was the level of encoding. A simple sentry lacked the clearances and tools to hack into a level one door system, but an SRC unit like her could hack into what could be considered level six systems. Hacking into a power source like this was foal’s play however.

The shield that was holding her in suddenly shut off and Twilight managed to break out of her confinement rather easily. Her cloaking mechanism was still damaged, meaning she would have to take the short way out. In her current state, she saw a fifty-four percent chance of success of what she was about to do. She couldn’t help but smile slightly, something she didn’t do very often. Those were the kind of numbers she was willing to take.

Meanwhile, the situation was getting worse by the minute. They were getting overwhelmed and Silverhoof hated to admit, but it seemed like even his luck wasn’t going to get them all out of this jam. “Sir, with all due respect, I think we’re going to need a plan B!” Breeze yelled over in his direction.

Silverhoof gritted his teeth. Retreating was all he and his troops were doing the past few weeks and he was getting sick of it. But the truth was right in front of his face. There were no other options.

Suddenly, it felt as if the ground near him exploded, which again made him worry about the castle itself collapsing. However, it wasn’t caused by an artillery round. Once the dust cleared, he saw a familiar figure floating in the air and he felt his heart drop into the pit of his stomach. As if things couldn’t get any worse. However, what happened next caught not just him off guard, but the entire battalion.

“New directives enforced. Acknowledging destruction of new enemies.” Twin hatches under Twilight’s wings opened up, revealing a pair of Vulcan Cannons, which immediately opened fire. To everyone’s surprise, the bullets weren’t hitting them but the machines right in front of them.

The high velocity bullets ripped them to shreds, leaving behind carcasses of shredded metal. Twilight activated her thrusters and shot forward, continuing her attack. Most of the ponies could only stare in confusion.

“Is that thing malfunctioning?” Breeze asked.

“Who cares!?” Silverhoof looked around. “What are you all waiting for!? Give the machine a hoof why don’t ya!” The troops weren’t sure what was going on but they were happy to comply as they opened fire on the sentries before them.

Twilight meanwhile was leaving carnage in her wake. She could imagine their confusion as to why one of their own was attacking them. She wondered if Sunfall was even aware of this betrayal, such an action that would even give the AI pause. Honestly, even she wasn’t sure what was driving this passion but…for some reason it felt…good.

A warning popped onto her HUD, telling her that she was starting to run low on ammo and based on the numbers before her, she wouldn’t have enough to finish these machines off herself. She then looked to the sky and an idea came to her. She diverted all power to thrusters and shot towards the heavens.

High above the forest, the three helicarriers sat in the sky, a formidable foe that was largely feared by the Equestrian masses. Twilight’s plan was very simple: using a familiar phrase, she was going to kill two birds with one stone. Or, in this case, three birds.

She shot forward, going around the three ships. None of them opened fire, proving that they didn’t currently consider her an enemy. That was about to change in ten seconds. She went behind the leftmost ship where its engines laid exposed. Twilight aimed carefully and opened fire.

It didn’t seem possible, but the force of the bullets managed to blow up one of the engines which suddenly left the ship staggering. Once again, she applied power to her thrusters and rushed towards the ship, slamming into the front left side. Again, it didn’t seem possible her plan would work but she could slowly feel the ship turning to the right.

She managed to get the nose to point straight towards the middle part of the ship next to it and the resulting crash could be heard throughout the entire area. The squeal and rattle of metal bending and breaking was all Twilight could hear as she kept pushing. Another warning told her that her power source was at the point of overheating but she didn’t care. She just had to continue the domino effect.

Silverhoof could hear the destruction taking place in the sky and he saw the colossal ships slowly approaching near the edge of the woods. Seeing how they were descending quickly, his eyes suddenly widened. “Everypony get inside and brace yourselves!”

“She can’t be serious!” Breeze yelled.

“Oh she is!” The remaining troops retreated to the lower parts of the castle and braced for the impact that was soon to come.

As she expected, the middle carrier had been pushed sideways and managed to graze against the rightmost ship, causing all three to head towards the middle of the forest. Twilight finally broke away and felt her power starting to fail, causing her to fall towards the earth as well but she managed a reasonable landing with minimal impact. She personally wanted to see how it would end.

The resulting crash sent a ripple through the earth that was felt clearly inside the castle, causing part of the upper towers to crumble slightly and crash through the ceiling. Unfortunately, the resulting explosion started a large fire inside the forest, one that would most likely burn for a long period of time. Most of the enemy forces were obliterated in the ship and in the surrounding area or taken offline due to the shockwave. All in all, not a bad day’s work, Twilight thought.

However, her victory lap wouldn’t last long as she turned around and saw about fifty weapons pointed in her direction. Not quite the thank you she was expecting but not surprising either. “Everypony stand down!” Silverhoof suddenly floated to the ground in front of them.

Night Breeze quickly came forward, looking at the commander as if he’d completely lost his mind. “Sir, you do realize what that thing is capable of…?” she asked calmly.

“I’m perfectly aware,” Silverhoof replied. “But I also just witnessed this thing saving our asses so the least I can do is hear it out.” He then looked to Twilight. “I’m not sure how to ask this but…why? Why turn?”

Twilight was silent for a moment. “If I knew the right response I would tell you…but I honestly cannot say. Something has happened to me…something I’m not sure I can accept…Maybe it’s because I’ve developed a fear of…being turned offline.”

“Self-preservation.” Silverhoof nodded. “That’s definitely not a usual trait for machines.”

“No…and there’s something else. I’ve had dreams, something that should be impossible for a being such as myself and yet it happened nonetheless. Perhaps I am a defect…and under protocol I would be dismantled and rebuilt in a way that would render me a…emotionless being. Just like the rest of them.” Twilight looked right at the commander and to him it almost seemed as if there was a fire in her eyes. “I am well aware of the things I’ve done and I wouldn’t expect any forgiveness but…there’s a probability…no…something tells me you that if I want my questions answered then the Resistance needs to survive. So please, will you let me fight at your side?”

Many of the soldiers looked at one another, not sure what to think. Was this a trick? Have the machines become this cunning? Silverhoof looked deep in thought. “Well…having someone such as you would definitely even the odds in our favor…”

“Commander…” Breeze warned.

“I know I’m the one many of you have had to put trust in,” Silverhoof said. “And I admit, I’ve made my share of mistakes in life…but I don’t think she’s lying. If she wanted us all dead it would’ve already happened and it’s not like they would need us to find HQ, that I know for sure.” He then looked to Twilight again. “I suppose it’s a little late to ask this but…are you sure about this?”

“I’ve already disabled my tracking device,” Twilight said. “Sunfall will think I’ve been destroyed…and even if I had decided not to do anything, I still failed at a simple mission. No, I’ve made my decision: there is nothing to gain with ponykind’s extinction and if it is destiny that is driving me to do this, then I will gladly accept it.”

Silverhoof smiled. “That’s all I needed to hear.” He then offered a hoof. “Welcome to the Resistance. I can imagine you’re in need of repairs.”

Twilight stared at the hoof for a moment before she reached out hers and shook his. “That would be greatly appreciated…especially considering I’m running on five percent power.”

“Tonks!” An earth pony with a graying beard approached and saluted. “Think you can help our friend out here?”

“Aye, I’ll do what I can, but I’m limited on materials,” Tonks said.

“If anything, I just need a long charge,” Twilight said. She then looked at the hole in her side. “And perhaps a little patchwork too.”

“Aye, alright lassy we’ll see what we can do,” Tonks said as he led her inside.

“As for the rest of you, get some shuteye cause we’re leaving right at the crack of dawn,” Silverhoof said. His troops nodded as some went inside and others went ahead to check on the destruction inside the forest.

Breeze didn’t look pleased. “I hope you know what you’re doing sir,” she said. “This is one bet we can’t afford to lose. And you know if Command finds out they’re going to have a fit.”

“I’ll deal with them when the time comes,” Silverhoof said. “But don’t worry, I’m pretty sure about this one.”

“Why, you bought into that little speech?”

“Well, yes that’s part of it.” He then smirked. “But it’s mostly cause she said ‘please’.”