Broken Friendship

by Lord Zarcon

Rating: mature
Tags: Adventure, Shining Armor, Chancellor Neighsay, Science Fiction, Profanity, My Little Pony: The Movie, Violence, Thorax, Death, Alternate Universe, Twilight Sparkle, Princess Luna, Gore, My Little Pony: Friendship is Magic, Dark
Length: 39157

Twilight wakes up in her old home at a time before she made friends. Has she been sent to her past? Or is something more sinister at play?

When Twilight suddenly wakes up back in her old life before she started making friends, she relives the summer sun celebration. However things don't play out they way they once did. When she is convinced that she is dreaming, Twilight attempts to wake herself up. But what awaits her might be her biggest nightmare.

Story contains: Psychological torture, decent into insanity, war crimes, and dystopian themes. If you are not comfortable with any of these elements, this story is not for you.

Published 2018-09-09 17:30:01 UTC
Last updated 2019-12-20 16:57:57 UTC

Welcome to New Equestria

As Twilight regained consciousness, she found herself in a strange void. She moved her legs around, and felt as if though she was swimming in a pool of strange gel. Twilight attempted to open up her eyes, but the gel held them shut. It was difficult to figure out where she was in this current state, or how she got here. Suddenly, she began to feel the gel leave the top of her head, allowing it to emerge as if she was coming up for air after being underwater. Her head was free, and she was able to open her eyes once more.

To her horror, she was in some sort of containment tank, in a small lab room with grey walls and floors. She could hear a warning sound go off, and saw a flashing red light on the wall to her left. Once the gel finished draining from the tank she was free, or she would be, if she wasn't suspended in the air by a series of tubes and cables attached to places all over her body. She struggled in an attempt to break free from her bonds. Eventually, the cords all snapped from her body emitting several twangs as they separated from twilights legs, head, and other areas. She hit the floor of the tank with a thud, and the door of the tank slid open. Twilight slowly regained her footing and stepped out.

"He..Hello..? Is anypony here...?"

She was beginning to sound like fluttershy, as terror filled twilights body. There were several large wires leading from the tank, to the back wall, all the way up to the ceiling. Additional cables were connected to some strange terminals over on the right wall. Was somepony, or something, experimenting on Twilight? She shuttered at the thought being turned into a pony lab rat. Even though she had marveled at the concept of scientific research, being trapped and subject to terrifying experiments was something that Twilight could never imagine. As she exited the tank. She felt some sort of restraint tied around her chest area and back. Twilight attempted to remove it with her magic, but found out she was unable to use it due to a magic blocking ring on her horn.

Using her hooves, twilight removed the ring and was able to use her magic once more, only it was far weaker than it should have been. It was almost like she was partially drained of it. Regardless, she was able to loosen the straps, and the brace feel to the floor. Twilight felt some relaxation of the removal of her binds, she turned around, and noticed something that gave her a small bit of excitement. Her wings, they were back! The brace must have been used to hold them down. But now she was free to fly once again. The hope she felt was short lived however, as she still had to get out of this awful place.

Twilight attempted to open the door leading out of the room with her magic, only to find out that it opened on its own as soon as she got close enough. A self opening door? That was something. She walked out the door and down the hallway, which was dark and dimly lit by ceiling lights.

"Is.. Is anypony here...?" There was no response as her voice echoed through the hallway, sending shivers down twilights spine. She didn't want to do this, but she had to if she wanted to get out of here, and hopefully find some answers.

When twilight reached the end of the hallway, she found another door, which opened as soon as she got close enough. The next room looked similar to the locker room that they had at the wonderbolt academy. Only it was much more bleak, with colors of grey and brown, as opposed to blue. Suddenly, Twilight heard the sound of metal hoofsteps coming from the next hallway. In a panic, twilight hid inside one of the open lockers, which wasn't very spacious, but it was big enough to contain her. Twilight looked through the seams in the direction of the hoofsteps as they grew louder and louder.

The door opened and what appeared to be an earth pony stepped into the room. But what really made twilight uncomfortable, was what he (or she) was wearing. It was a suit of armor, similar to the one that tempest shadow wore. But it was still very different. For one it covered the body completely from head to hoof, and it was a dark red color, with faint streaks of gold engraved in it. Large silver circles were on the helmet, exactly where the eye holes should be. Was this pony part of a nation that was keeping her prisoner, or worse?

The armored pony opened a locker, and got out what appeared to be some sort of weapon. A very small canon with a crystal sticking out of the back that could be held in a single hoof. Twilight had never seen such a device before. The strange pony then closed the locker, and walked out the door that Twilight just came in from. She slowly opened her locker and stepped out. Whoever that was, she was sure she wasn't friendly. Twilight knew she had to get out fast, but how could she do so without running into one of those armored ponies? It was at that point that she noticed a vent above one of the rows of lockers. This was her best shot, as she was sure it lead somewhere. Twilight flew up to it, opened the hatch, and crawled inside. The vents were much more darker than the hallway, and much more scary. Twilight, after a few failed attempts, cast a light spell which lit up the vent. She gazed into the dark void ahead and took a deep breath.

"You can do this Twilight. You can do this."

The sound of metal being lightly tapped and rubbed filled twilights ears as she made her way through the vents. She had encountered many turns and forks in the road which required her to twist her body a bit to fit through. Eventually, she saw a light shining through a duct up ahead. She made her way to it hoping it would mean freedom. But stopped as she heard voices.

"You know where she went? The guard who checked the holding room said her tank was empty!"

"I'm sure she couldn't have gone far. The simulation we put her through should have drained much of her energy."

"Yeah but she is still an alicorn princess, they don't go down easily."

"Look lets just find her before she gets away. We will be in alot of trouble if people find out about her escape, even if she is now seen as a traitor."

A traitor? Why would she be a traitor? Twilight hadn't betrayed anyone. At least, she didn't remember doing so. The thought could wait, Twilight still had to find a way out. She waited for the guard ponies to leave, and when they did, she moved over to the ventilation grate. After crawling through those dark enclosed shafts, twilight was urging to be able to stand up straight again. What she didn't realize however, was that opening the vent from the inside was much harder than it was from the outside. Twilight tugged and pulled at the grate in an attempt to loosen it. Eventually it gave way, but instead of opening at a normal pace, the grate snapped out of its frame, and fell to the floor with a loud clang. Twilight lept out of the ducts and stretched her legs, finally free of those tight halls. Unfortunately, a guard seamed to hear the sound of the grate falling.

"Hey! What was that noise?" Twilight felt a panic inside her, and she bolted into a nearby room. Frantically looking for some form of escape. Thankfully she noticed a manhole in the center of the room. She tried to lift it with her magic, yet for some reason it was too heavy for her. Twilight rushed over to it and used both her forehooves and magic to move the manhole. Eventually it gave way, and revealed a ladder that led into a sewer network. Twilight was repulsed at the thought of going down there, but as soon as she heard the sound of metal hooves, she slid right in.

As Twilight tried to move the manhole back in place, she lost her footing on the ladder and fell right into the canal. The water was absolutely filthy, and even though she was not Rarity, Twilight felt greatly disgusted that her whole body made contact with the stream. But what made Twilight absolutely sick to her stomach however was that flowing down the river not to far from her was a dead rotting corpse, not of a pony, but of a griffon. Her head turned green and she wanted to vomit. It was the cadaver of a griffon with multiple chucks of flesh missing, likely eaten by rats or maggots. Twilight swam away from it and climbed out of the canal onto the ledge. She stopped, coughed and shuttered. This world felt more like a nightmare than the one she had just left. Trapped in this lab where a group of ponies performed inhumane experiments on their victims, then dumping their bodies in the sewer system when they were no longer of use.

"Oh Celestia.... Where's a friend when I need one..?" Twilight followed the stream, still scared by everything that has happened here so far. With any luck, she would be out of this horrible place.

As Twilight continue to follow the stream, it started to get faster and louder. Looking up, she saw what she had hoped to see ever since she found herself in this place, a way out. Up ahead, a grate could be seen emitting light from the other side. Without a second thought, Twilight galloped towards the door. She rammed right into it, not caring if anyone heard her at this point. With a loud clang, Twilight bounced right off, and hit the floor. The grate might not have been as strong as the vents she had traveled through before, but it was still pretty secure. Using all the energy she had left, Twilight bucked the gate hard, and it swung open.

Unfortunately, Twilight lost her footing as the gate gave way, and she slid down a small hill leading away from the tunnel. She tumbled only for a few seconds before coming to a stop, but when she did, she was able to get a glance at the world around her. The ground was some sort of red dirt, the kind that could only be found in the appleosan mountain range. She looked up to where the sewer grate was and noticed a large red cliff, yet she saw no building. What the facility a bunker? The sky was a strange color of orange and pink, which made the landscape feel extra surrel. Twilight have never been to the Appleosan mountain range that often, but she did pass it a couple of times during her adventures. Suddenly, Twilight heard the sound of wheels against the dirt road coming from her right.

"Oh no no no..!" Twilight ran in the opposite direction, but stopped when she heard a familiar voice.

"Twilight! Over here!" Was it who she thought it was?

"Luna?" She saw it now. Coming down the road was a strange sort of vehicle. Luna was reaching out the window, waving her fore hoof.

"Luna!"

Twilight ran for the vehicle approaching her. She didn't have to run for long, as the vehicle got close enough to twilight, and pulled up beside her. It was a strange looking car, which twilight could tell was a car as it had rubber wheels and nopony pulling it. It appeared to function like the ones found around Canterlot high, yet it looked nothing like one. The car was more bulky and was made out of a grey metal. The door opened, and out stepped the princess of the night.

"Twilight! Thank my sister that you made it!" Twilight hugged Luna and Luna embraced. While the sewage scent was not pleasant, Luna was able to endure. Operating the vehicle, was another pony that Twilight knew.

"Twily!"

"Shining Armor!" Twilight exchanged hugs with her brother.

"Thank you both so much for finding me! I..I.. don't know what's going on! Where are we? How did you know where I was?"
Luna closed the door and answered.

"We will discuss this later. Right now we have to get out of here."

Shining Armor turned a knob and the car started. The sounds of the motor and engine were very strange to Twilight, as she has never heard such a device operate, let alone see one operate. The vehicle then started to roll down the road, dirt hitting the tires. What Twilight found even more strange is how Shining Armor, her own brother, seamed capable of driving it. Had he gotten training while Twilight was away? More importantly, had the world changed so much that there was a technological boom? So many questions.

As the vehicle continued down the road, Twilight just looked out the window, wondering.

"Strange.. I feel like I should be home, awaken from a nightmare. Yet everything looks and feels so different and strange..."

Up in the distance, Twilight noticed a small settlement that she had visited before. Appleosa. The earthpony town held much of the same buildings and structures that it once had, yet it wasn't the same place she remembered. For one, there were additional grey structures that stood out from the rest of the town. She also could make out strange objects attached to the ordinary buildings in the same color. But what really caught Twilights attention, was the look on the townsfolk.

From what she could make out given the long distance, they looked not as happy as they could be. Several ponies just went about their daily lives not interacting with others. Then Twilight saw something that made her very uncomfortable. Out of one of the metal buildings, stepped a small group of Buffalo, bound in chains, and led by some of those armored guard ponies she saw back in the facility. They were enslaving buffalo. But why? Surely the settler ponies and the native buffalo were able to live peacefully together after they were able to share the stampeding grounds. Unless something drastic happened while Twilight was away. It has been several years since that particular incident after all, and alot can change in that time.

After being on the road for quite some time, the car came to a stop in front of a strange door, which was hidden behind a cliff. Luna stepped out, used her magic to power a seal embedded in the door, which caused it to open. Oddly enough, it seamed as if Luna struggled with her magic as well, though not as much as Twilight. Shinning armor bought the vehicle in, and Luna closed the door behind her. Shining and Twilight exited the vehicle, and rejoined Luna.

"This place used to be a hidden castle. Way before I was banished to the moon." Luna explained.

"Nopony else but us knows about it, so it should keep us safe." That made Twilight feel a bit better, but that still didn't tell her what was going on.

"Follow me. We will get you settled in, then we can tell you what's going on."

Luna led Twilight and Shining Armor down the hallway that led to the rest of the castle. They descended down a good amount of stairs, reinforcing the notion that this place was underground. Several doors lined the walls that each led to their own individual room. If anything, the place they were in felt more like a hideout than a castle. No throne room, no luxurious accommodations, just hallways and rooms. It wasn't frightening like the place where Twilight was being held, but it was nowhere close to the comforts of home.

Twilight had just finished bathing herself in the wash room. Taking a nice warm bath was the only way she could put her mind at ease, especially with the fact that she fell into sewer water. Once she had dried off, Twilight joined the others in what appeared to be a meeting room. Shining Armor and Luna were both sitting at a table, and Twilight sat down with them, with Luna in front of her, and Shinning to her left.

"Now." Luna began.

"I'm sure you're still wondering about what has happened to equestria." Twilight nodded.

"It feels so different. Like it's not the same land I remember!" Shining Armor addressed her concerns.

"Equestria has changed drastically over time, and not in a good way. It all began when somepony was successfully able to overthrow Celestia, and establish power as a dictator." Shining held up a file.

"I'm sure you'll recognize the stallion in this picture." He passed the file face down to Twilight. When she flipped it over, she immediately recognized the face on the cover. It was somepony who nearly bought equestria to the brink of war. A pony who Twilight had hoped, would see the error of his ways. He was the head of the EEA, Chancellor Neighsay.

Twilight had feelings of horror, disgust, and confusion all at once. How could one stallion, let alone the stallion who was only in charge of equestrias education system, gain so much power that he was able to kick both royal sisters off their thrones? It didn't make any sense.

"Chancellor Neighsay!? How!?" Luna answered.

"We don't know all of the details, but as soon as I found out that my sister was attacked, I immediately tried to confront the stallion responsible. When I arrived, he used some kind of spell that rendered me unconscious. When I woke, he had already taken power, and was able to convince everypony that the attack was my doing." Twilight was shocked.

"But... But why would anypony believe such a thing?"

"Neighsay is a very persuasive stallion. Maybe he used my time as Nightmare moon to get everypony to listen to him."

It was certainly an outrageous claim, considering how redeemed Luna had become since then. Surely not everypony would believe him.

"Shining, what about you? You must have been able to stop him.. Right?" Shining sighed.

"Once I found out what he was plotting, I attempted to arrest him. However he had another trick up his sleeve. Before I could find and confront him, Princess Cadence and Flurryheart went missing. Neighsay made the claim that I had committed trason by aiding the yaks in kidnapping them."

This was all to unbelievable. How could Neighsay make such ludicrous claims, exile both Luna and his own brother, and take complete control over equestria? There had to be an explanation to all this.

"That's outrageous! Why would anypony side with that tyrant over the princess of the night or the captain of the royal guard?!" Twilight exclaimed. Luna then spoke up.

"We are sure not everypony is on the side of Lord Neighsay, as he is now called. However the powerful enforcement of his rule has made everypony fearful of speaking up."

Twilight was sure of that, considering what she saw at Appleosa on the way to the hideout. What she was really concerned about was what happened to her friends.

"But... Surely more of my friends have gotten away.. Right..?" Shining Armor looked to Twilight, with a less than hopeful look on his face.

"Twily, I'm afraid we are the only ones who were able to escape Neighsays reign. At least the only ones we know about." Luna spoke again.

"We were lucky enough to find out where you were being held. Unfortunately, the same cannot be said about the others."

That statement didn't make Twilight feel any better. Only the opposite. The thought that most of her friends were either on the run, or worse, shook Twilight to her very core. Not only was she, Shining Armor, and Luna the only ones who have escaped, but they may be the only ones left alive. Whatever spark of hope that Twilight had gained upon finding Luna and Shining had begun to slowly diminish.

Where the Buffalo used to roam

After learning about the only survivors of Neighsays reign. Twilight had to excuse herself from the briefing room. Three ponies were all that survived, at least that's what she was told. Were the rest of her friends still out there? Suffering in this cruel world? She then thought about Neighsay. What drove this pony to overthrow equestrias rulers? Was this all because Twilight operated a school without EEA approval? A school that Celestia permitted? It was one thing to shut down her school for not following EEA guidelines. It was another to forcefully take away everything that she loved with a passion and claim absolute power over equestria. Neighsay was now one of the biggest threats to equestria, especially if he has an entire army at his disposal.

Twilight returned to Shinning Armor and Luna after several minutes of being shriveled up on the couch in a nearby room. She almost had a meltdown, similar to the one she had when she was tardy for delivering a friendship report. Thankfully it didn't come to that.

"Sorry about leaving like that." Twilight explained.

"I just can't image that we are all that's left.."

"I don't think that's the case." Shining Armor claimed.

"We're sure your friends are still out there. We just don't know where."

Twilight spoke up again. "Well surely you must know something if you were able to find me."

"Unfortunately, we can't pinpoint the exact location of all your friends, but we can tell you how much equestria has changed." Luna explained.

As much as Twilight didn't want to hear anything that would crush what little hope she had left, it was still important, especially if she wanted to know what she should expect going forward.

"Alright. How has Neighsays rule impacted Equestria?"

Shining Armor gave Twilight all the details. "Well, as soon as Neighsay took power, one of the first things he did was build up Equestrias military. He believed that the Royal Guard and the Wonderbolts were too weak to properly defend against outside threats, so he disbanded them."

This already starting to sound grim.

"In their place, he founded the New Equestrian Military, or NEM for short."

"But what about the EEA?" Twilight asked. "They can't hold that much power!"

Shining continued. "They're no longer called that. When Neighsay took over, they changed themselves to the ENA, Equestrian National Association. They just don't run the schools anymore, they run all of New Equestria, as Neighsay likes to call it."

New Equestria... It certainly was new, and not in a good way.

"Now as I was saying, once the NEM was founded, both me and Spitfire were apprehended. I managed to get away, but I can't say the same for Spitfire."

The soldiers that Twilight saw in the lab definitely looked like they could put on a fight. Even if they were up against the head of the Wonderbolts.

"The soldiers of the NEM are some of the most brutal fighters that ponykind has ever seen. When they were put up against manticores, bugbears, and even chimeras, they not only were able to put up a fight against these beasts, they downright killed them!"

That was most certainly not what Twilight wanted to hear. While she and her friends have fought these beasts several times before, they have never killed any of them. Especially when Fluttershy was around.

Shining continued. "Neighsay was very pleased with the results of the NEM. He believed that they could be used not only to protect Equestria from outside threats, but to eliminate those threats entirely."

Twilight knew where Shining was going with this.

"Does that mean...." Shining Armor nodded. "Neighsay believed that non ponys were a dangerous threat to Equestria. He used Discord, Tirek, and the Storm King as examples. As a result, Neighsay ordered the NEM to invade neighboring countries."

It was as bad as Twilight had thought. Neighsay used his racist mentality to wage war with non pony nations. It was as if everything that she had built up with the school of friendship, was knocked down by this one heartless dictator.

"That's a terrible decision! Does he have any idea how much progress has been lost due to his actions?!" Twilight ranted.

Luna and Shining looked at each other in concern. Although both of them have had negative run ins with non ponies, it never drove them to declare war.

"Neighsay thinks that taking control of the nations outside equestria will lead to new heights for ponykind." Luna explained.

"When the NEM begun thier campaign, almost every nation fell before them. The only places still standing are Yakyakistan, and the Dragon lands."

It would make sense that the yaks and the dragons would survive the longest, considering that they were the most battle ready. The same couldn't be said about the other, kingdoms though. Twilight didn't want to imagine what was going on in them now that they were conquered. She then remembered what she saw at Appleoosa.

"I saw some buffalo on the way here. They were all being led out of a building in shackles..."

"That's because Neighsay enslaved them all once he took over thier lands." Shining explained.

"And it's not just them, nearly all non pony races have been made slaves under Neighsays rule."

While Twilight had known that Neighsay was extremely racist against non ponies, she never in a hundred years image him getting powerful enough to enslave them.

"That's....." Twilight was at a loss for words. "That's terrible..." She didn't even express any sadness, just disappointment. The world that Twilight had known was gone, and getting it back would be a pipe dream. Regardless, something had to be done.

"Well.. We can't just wait and do nothing! Do you have any plans?" Twilight asked. "We do, actually." Luna said. "Please follow me and I'll show you."

Luna and Twilight walked into a small dark room. When Luna flipped a switch, a spotlight turned on, illuminating a set of clothing on a mannequin. It was a pair of grey robes, with streaks of silver and white. The cutie mark was that of a full moon with a red diagonal slash right over it. Something else caught Twilights attention however, a mask that rested upon the mannequins head. It slightly resembled a ponies skull, only it was a light grey color, and had blue optical lenses that Twilight guessed were for enhancing vision.

"What is this.. Outfit?" Asked Twilight.

"This.. Is the appearance of the Shadow Striker."

Shadow Striker. Sounded like one of those super hero names from those comics that Spike always read.

"Long before your time Twilight, there was a specialized agent of mine who once dawned this gear. His mission was to protect the innocent from those who would seek to harm them. Both shining and myself believed that you would be a fitting candidate to continue his legacy."

Twilight looked at the outfit for a bit, then back at Luna.

"Me? You want me to become some kind of superhero? I don't mean to sound rude, but there are more important things at stake than mere cosplaying!"

Luna responded. "It's not just dress up. You are being hunted by both Neighsay and the NEM. This will make sure you aren't recognized. Plus, this gear has powerful enchantments engraved in it. They will massively enhance your own magical abilities, which more than likely have been drained from being trapped in that lab."

Luna did have two very good points, plus Twilight did need additional magical energy if she was going to survive.

"Ok Luna. I'll put this thing on."

Twilight removed the robe from the mannequin, and was going to put it on, until Luna handed her what looked like a skintight black rubber suit similar to the one she used to sneak into the Canterlot archives.

"Seriously?" Twilight asked.

"It's part of the set. Plus it will make galloping much less straining on the hooves."

Twilight shrugged, and put the suit on. Surprisingly, it was extremely comfortable. It felt like a second skin, one that encased her with its silky smooth touch.

"Oh.. Celestia.. This feels great!"

Twilight lost a bit of focus as she stretched out her body, feeling the rubber against her warm coat. Then she regained that lost focus.

"Oh right.." Twilight said with an embarrassed smile on her face.

She grabbed the nearby robes, slid her legs through the sleeve, and buttoned them. The robes slid right across the rubber of the suit, and didn't take away from her comfort. Now all that was left was the mask. Twilight picked it up and placed it on her face. Making sure that her horn fit inside the small hole in the forehead, and that her eyes lined up with the optical lenses. As soon as she fit the Velcro straps over the back of her head, a surge of magical energy flowed through her body. Twilight no longer felt drained of most of her magic as she first did when she exited the simulation. She felt like her old magically inclined self, it was wonderful.

"Whoa..!" Twilight attempted to levitate a chair in the corner of the room. It rose up into the air without any struggle, and bounced left and right. She felt alive. After tossing the chair to the side of the room, Twilight ran over to Luna.

"This is just what I needed! My magic is now better than before!"

Luna returned the hug that Twilight had given her.

"Yes.. You're quite welcome. But could you not throw a piece of furniture next time you get a burst of energy?"

Twilight looked over to the tossed chair. "Oops... Sorry.."

Once Twilight was able to fix as much of the chair as she could. Both her and Luna returned to the briefing room, where Shining Armor awaited them both.

"Ah Twily! The new look suits you well! Almost as if you are Luna's minion!"

Luna chuckled a bit at the comment, while Twilight just gave an annoyed look, even if Shining couldn't see it.

"Lets just get down to business.." Twilight stated.

"Yes.. Of course." Shining complied.

"If we want to be able to build up resistance against Neighsay, we are going to need more allies. I was able to get more Intel on Appleosa, and I think that someone we know is being held hostage there. Braeburn."

Twilights interest was perked.

"Do you think he knows where they are holding Applejack?" Twilight asked.

"Doubtful, but regardless, he should be able to help us."

"Well I'm ready." Twilight claimed. "We will hit Neighsay where it hurts!"

Luna stepped in. "I admire your sudden burst of enthusiasm, but we are not going on a full on assault."

Luna then handed Twilight an oddly shaped sword.

"This is the Shadow Strikers blade. It was used to take down unsuspecting foes. Both this and the gear you are wearing will enhance your stealth like abilities, use them well."

Twilight noticed that the blade was around the size of a short sword, the kind used for getting up close and personal.

"Shining will drive you to Appleosa. I'll stay here and guard the bunker. Remember Twilight, a stealthy approach is best, you don't want all of the NEM after you."

Twilight nodded, and put the sword in its holster.

"Thanks again Luna, I promise I won't fail you."

As the vehicle came to a stop right on the outskirts of town, where nopony could see it, Twilight opened the door, and stepped out.

"I'll be here waiting with the auto-carriage when you're done. That's what this thing is called by the way."

Twilight acknowledged Shinning, and went into a dark passage between two buildings. To her left, she noticed a grey metal object mounted on the wall. She wasn't sure what it was, but it was climbable. Twilight jumped up and grabbed the ledge and pulled herself up. She repeated this process two more times before she was on the roof.

Up ahead, she saw a familiar site, the Appleosa Orchard. It was very much the same, only here, she could make out two bipedal things that were made out of metal and as tall as the trees themselves. They were picking the apples. So much for traditional apple bucking. Twilight also noticed that the stampeding trail in the orchard was gone, and in its place, more trees. Guess compromising wasn't a thing in new Equestria.

Looking to her right, Twilight noticed another familiar site, the Salt Block. She teleported to a roof awning from her location, and slided up next to the window. She peaked inside, and noticed that there were several earth ponies around a table looking like they were playing a card game.

"I still can't believe that Braeburn had the nerve to stand up for the buffalo. Does he have any idea what they almost done to this here settlement?"

"Tell me about it. Good thing that Neighsay finally put the hammer down on the matter."

Another stallion spoke up. "Ah herd that he was actually into one of dem buffalo girls."

The crowd laughed.

"Are you serious? Does he have any idea how disgusting that sounds? Ah mean, it's like if a dragon took one of our fine pony folk, only for the filly to claim that she loves the giant monster."

Another round of laughter came from the crowd.

"Well no matter now. He's out in the pillory where he belongs. Taken it from ponies, as he should. Funny thing is, he's kind a cute."

"I'll admit to that as well Rusty Wagon. It's like he can make any Stallion gay!"

While Twilight was peeved by how the townsfolk were treating Braeburn, she at least knew what to look for. She climbed up to the roof of the Saloon, and scouted the area, making sure that nopony saw her. Up in the distance, behind several general stores, she could make out a small platform with what looked like a yellow earth pony standing on it. That had to be him. As she made her way to the platform, a broadcast noise played throughout the town, followed by an announcer.

"Attention residents of New Equestria, the traitor formally known as Twilight Sparkle, has recently escaped custody. If anypony manages to find her, do not confront her as she is very dangerous. Report to a NEM guard immediately. Sheltering any escaped criminals is a serious crime punishable by an extended prison sentence."

A disconnection sound played. Twilight was now thankful that Luna was able to find this disguise/ stealth suit. Once she got close enough to the wooden platform, her objective was in clear sight. Braeburn was locked in the town pillory with a sign around his neck that read, "Buffalo Sympathizer". His head hung low and his hat and vest were gone, completely exposing his body. Multiple whip marks were on his flank, and a bucket was between his legs. It was clear that the town had his way with him, and he was clearly humiliated by his punishment.

Twilight made sure the coast was clear, and stepped onto the platform. Braeburn slowly lifted his head, looking at Twilight with a worried look.

"Who.. Who are you?"

Twilight removed her mask.

"Twilight... Is that you..?" Braeburn started to sound hopeful.

"Oh thank Celestia..! I thought I would never see another friendly face again..!"

Twilight pulled out what appeared to a skeleton key that was part of her equipment, and used it to unlock the pillory. Braeburn used whatever strength he still had in him to lift himself out, before stumbling to the floor.

"Sorry. It feel like forever since I've been able to stand properly."

Twilight gave Braeburn the help he needed.

"Come on. Shining Armor has an auto carriage that can take you someplace safe."

"Shining is alive? I figured he was killed by the NEM! Does that mean that Applejack and the rest of the Apple family are alive as well?"

Twilight looked at Braeburn.

"Actually.. I was hoping you could tell me where Applejack is."

Braeburn gave a disappointed look. "Sorry Twi, but I haven't been anywhere outside of Appleoosa to know where everypony else is."

It was a bit discouraging that Braeburn couldn't offer any suggestions, but at least Twilight had another ally to help her.

"Come on, lets get you to Shinning Armor."

"Wait Twi.. Ah can't go just yet.."

Twilight gave a confused look.

"What do you mean you can't go? You're barely holding up!"

"Ah know Twi... But have you seen how they've been treating the Buffalo? It's downright criminal!"

Braeburn wasn't wrong about that, but Twilight was in no condition to rescue a whole group of buffalo, let alone Braeburn.

"Listen. I know you're concerned about the buffalo, but we can't risk our lives to save them all, especially given our current state."

Braeburn gave a sigh. "You're right Twi... It's best to just get out of here. I'm in dire need of some place to rest proper."

With that said, Twilight put her mask on, and walked Braeburn to the edge of town.

While making thier way back to Shinning Armor, Twilight and Braeburn heard some grunts followed by a mare yelling.

"Get your dirty hooves off me you metal monsters!"

Braeburn recognized that voice.

"Little Strong heart?"

Twilight rushed over to see what was going on. There was little Strongheart struggling with two NEM soldiers. She had bucked one down, while pulling at what appeared to be a chain around her neck, teathered to the other soldiers hoof. Twilight drew her blade, rushed in, and pinned down the guard holding the chain before stabbing him in the throat. She then cast an offensive spell at the other soldier who was down, ensuring that he couldn't get back up.

Strong heart addressed Twilight.

"I don't who.. Or what you are, but you just took a big risk in helping me. Now the whole town is sure to be after you."

Twilight removed her mask, and Braeburn caught up with them.

"Twilight..?" Strong heart then turned to Braeburn. "Braeburn!" She engaged him in a hug.

"What are you two doing here? How are you both not dead?"

"We just recently escaped, and I was sent to free Braeburn." Twilight explained.

"But.. I thought that this monster Neighsay had you both executed..."

"That's a discussion that can wait, for now we have to get both of you back to our base."

"Our base?" Strong heart asked. "You mean there's more of you?"

Twilight nodded. She then examined the two dead NEM guards, surely enough, they had that weird crystal weapon that Twilight saw back at the lab she was held in, as well as several crystals that were meant to go into the receiver. She took the weapon and the crystals, as she was sure that they would need them.

"I'm so glad we ran into you Strongheart. Ah was worried. Especially with how much interspecies dating is shunned."

Strong heart looked back at Braeburn.

"Well we are fine now. Lets just get back to wherever Twilight has been hiding at so we can put all this behind us."

Twilight knew that simply wasn't possible, as this was only the beginning. She knew that there would be many more challenges in the days to come.

The Changeling Holocaust

Author's Note

Hey everyone. This was a chapter that I enjoyed writing. Particularly because it is one of the more darker chapters in the fic. However if you red up to this point without feeling uncomfortable, you should be fine.

Anyway, enjoy!

The Changeling Holocaust

As the auto carriage pulled up to the wall that hid the entrance to Lunas hideout. Twilight stepped out, and prepared to open the door. It was then she noticed something off to the side, in the bushes. Had something followed them? Twilight drew the weapon she had just acquired.

"Who's there? Show yourself!" She then heard a plea.

"Don't shoot! I'm not hostile!"

Out of bushes stepped someone that Twilight recognized almost instantly. It was Thorax. King of the Changelings. He hesitantly put his hooves up in a surrender, and awaited the worst. He looked absolutely broken, both physically and emotionally.

"Thorax...? What happened to you?" Twilight lowered her weapon and rushed to hug Thorax.

"It's been awful. After I just barely escaped the invasion of the hive, I've been alone just trying to survive. Sometimes I go for days without food, and on nights I feel so cold and miserable."

The bruise marks, dirt, and rags on the changeling were evident enough that he had gone through a lot, and quite possibly needed help more than ever.

"Oh you poor soul. Lets get you inside so we can get you proper care."

Thorax chugged down the 3rd bucket of water that he had been given. It was clear that he had not had a proper diet in a long time, but all the water he was consuming made it look like he was almost at the point of dehydration. Strong heart sat next to him, with Braeburn to her right. Being the only other non pony in the hideout, it made her feel very sorry for Thorax, that he had to endure being hunted by Neighsays forces. She put a warm blanket over him, and gave him additional comfort.

"I'm really sorry that you had to go through this. No creature should have to be persecuted because they aren't ponies."

Thorax wrapped himself in the blanket, trying to weed out the cold that had planted itself deep into his carapace and bones.

"Th.. Thanks.."

Twilight walked in and turned her attention to the changeling.

"How long were you out there?" Twilight asked.

"I... I don't know.. Feels like weeks since I escaped the invasion of the hive."

Twilight remembered what Shinning Armor told her.

"Do you know what it's like there now?"

"Not.. Really.. When we were losing ground in the battle, Pharynx and the others were able to hold the attackers off enough in order for me to get away and get help. But I haven't been able to find anycreature who is able to help me, let alone the hive."

Thorax put down the bucket and held the blanket closer to him.

"Well why didn't you just change into a pony and hide amoung the townsfolk?"

"If it were that easy, I would've done it. It's just... The NEM has this special soldier that is designed to hunt down changelings that hide among the general population..." Thorax shuddered. "Inquisitors...."

Shinning Armor came into the room, hearing what Thorax had just said.

"Inquisitors are specialists in rooting out non pony runaways and refugees. They wear a specialized device that allows them to spot changelings, even those who have changed form."

Inquisitor, Twilight had read about that word when the world was still normal. It refered to a pony of inquiry that sought out those guilty of heresy, and would punish those with extreme prejudice. It was no wonder they made Thorax nervous.

"Well we are glad we found you. Hopefully you can give the Yaks and the Dragons hope with the knowledge that the ruler of the Changelings is still alive."

Thorax's attention was grabbed. "Wait, Ember and Rutherford are still fighting Neighsay?"

Shinning Responded. "Yes. I would try to contact them myself, but we don't have the kind of communication, plus even if we did, there is no way that the Dragons or the Yaks would want to talk with the former Equestrian Royal guard Captain, especially with how Neighsay warped thier views on ponies."

Indeed, Thorax did have a better shot at sending the message of Twilights resistance to them. However given the state that he was in, Thorax didn't have the confidence to negotiate.

"I'm sorry... I just feel so weak and broken that any hope I had is gone... Well, until I found you that is.."

Twilight then thought about the hive. Now that they had a resistance going, then surely there were more prisoners there that would be able to join thier cause.

"What about Pharynx? He can certainly help us."

Thorax just held his head low. "Don't even bother. They probably killed him by now."

Twilight spoke up. "I don't believe that! Your brother would never go down that easily! It's worth a shot!"

Luna then stepped in, and gave her thoughts on the matter.

"While it most certainly is a risky move, having additional changelings on our team is most certainly beneficial."

Thorax looked at Twilight, then at Luna. "I don't know how successful you will be, but if you're willing to risk your life, then I can't stop you. I just want to know something..."

Twilight was already set on infiltrating the hive.

"Shinning and Twilight will go, I'll stay here and make sure you remain safe."

Thorax thanked Luna, and Twilight headed out to met Shinning armor by the auto carriage. This may only be her second mission, but that didn't make it any less important. Twilight promised herself that she would bring something back, no matter what the cost.

As the auto carriage drove over a large hill. The hive came into view. She hadn't been here since she and all her friends were captured by Queen Chrysalis, but Starlight had told her that Thorax had really improved things since thier last visit. She told her of all the lush green plants, and blue structures that dotted the land, as opposed to the black mound in the middle of a barren wasteland. It certainly sounded a lot nicer. Now, things have changed yet again, only this time, it was for the worse.

Twilight did see the blue structures and lush green plant life that Starlight had told her about. Only they weren't as prevalent as she made them out to be. Most of the area was covered in those grey metal buildings that Twilight had seen in appleoosa, including one that was built into the wall of the hive. A large fence surrounded the entire area, dotted with several metal towers. Twilight wasn't sure if they were meant to keep somecreature out, in, or both.

Shinning then bought the carriage to a stop, about a good mile away from the fence.

"This is as far as I can go Twily, if I get any closer, we will be spotted."

"It's fine. I can make it from here." Twilight put her mask on, and continued alone to the hive.

After multiple evasive maneuvers of dashing into bushes and avoiding spotlights, she got close enough to the fence that surrounded the hive. Upon further inspection, she noticed it was not an ordinary fence, but an electric fence. The NEM was certainly trying to keep this place secure.

Twilight could try and fly over it, but before she could, she had to find a concealed place to keep herself hidden. She trotted down the fence, looking for somewhere to enter. The plants that the changelings left behind made it easier for her to move undetected, even if there were much less of them around.

Eventually Twilight found a good place where she could fly over the fence without being detected. A good leap assisted by her wings to get her over was all she needed. Once she was in, she ran over to a series of boxes and barrels that were against a large metal wall. The boxes were empty, and there was no indication of what they once contained.

Suddenly, a door opened a short distance down the wall. Twilight hid herself inside one of the boxes and peeked out a small hole. Out of the door stepped a male unicorn. Only instead of the NEM armor that Twilight had once seen before, he was wearing a red robe, and a strange optical device. If she had to guess, this was one of the inquisitors that Thorax mentioned before.

His face was also not covered, showing a stern look on his face. As he was about to walk away, Twilight slipped on her front hoof a bit, making a soft noise. Unfortunately, it was enough for the inquisitor to hear her.

"Who's there?" He asked.

Twilight readied herself as the inquisitor walked towards the box. Once he started to lift the lid, Twilight popped out, slit his throat, and pulled him inside with her. As blood started to spill from the inquisitors neck, Twilight came out of the box, and closed it. Hopefully nopony would notice the corpse soon. Twilights attention was turned to the door that was just opened a moment ago. She entered it, and followed the leading hallway.

This place was a bit similar to the lab that Twilight was held in. The corridors were dark and unsettling. Fortunately for twilight, she was prepared, and had what she needed to defend herself. The hallway then split into three sperate paths, with a small set of rails going to twilights left and right. Was this some sort of minecart rail? Twilight followed the tracks to the left, hopefully they would lead somewhere. Eventually they did, to a door that peered to the right.

Twilight opened the door using some sort of key card that she picked off the dead inquisitor. The door opened, and twilight was met with a disturbing sight. A series of cages were all laid out in the room. Some were lined up against the walls, some were stacked in the middle, others were suspended from the ceiling. It was clear that this was some sort of dungeon, but it looked far worse than those twilight was familiar with.

Almost every cage had a changeling trapped inside, and given the awful stench of the room, they were being kept in less than sanitary condition. Not that dungeons were known for such accommodation, but this was something else. As Twilight walked through the room, one of the caged changelings noticed her.

"Hey! We're all trapped in here! Help us! Please!"

Twilight turned her head, and saw a turquoise male changeling grabbing the bars and giving her a worried look. None of the other changelings cried out for help, as thier spirits seamed to have been broken long ago. Twilight walked over to the terrified changeling and addressed him.

"What happened to all of you?"

"Oh... It's awful..! The ponies in red started rounding us up, separated us from our loved ones, and threw us in here!"

Twilight noticed that the changeling had bruise marks all over him, it was clear that they were being abused.

"What have they done to you?" Twilight asked.

Instead of giving an answer, the changeling just backed into a corner, held his legs close and started to sob. A puddle of urine was visible in another corner of the cage, whatever the changeling went through, it was much too horrible for him to talk about. As much as twilight wanted to help, she couldn't risk blowing her cover in such a restricted area.

She continued following the rail to the end of the room, which led to another door. Upon opening the door, Twilight was inside a large shaft that contained an elevator in the center. After putting the pieces together, the rail that Twilight was following was used to transport cargo. No doubt some of the caged changelings were among them.

Twilight headed up the shaft, which was evidently part of the old hive. Lucky enough, she came across a sign of the compound. One room, labeled, "Heavy Containment" caught her interest. If Pharynx was alive, that certainly has to be where he was being held.

After a good climb to the highest floor of the hive turn prison compound, as well as avoiding many guard ponies, Twilight reached a large metal door with several bars across it. This had to be what she was looking for. She scanned the key card, but it was rejected. Apparently Twilight would need a more authorized card if she was going to get in.

There was another door that Twilight was sure she could open. It led to somewhere simply known as, "The Lab". That didn't sound good, and indeed it wasn't.

When Twilight opened the lab door, a horrifying sight greeted her. A series of machines were running on a floor beneath a walkway that she stood on, making the room look more like a factory than a lab. Up ahead to her left, Twilight saw a green female changeling being lifted up by her arms. Her legs were bound with shackles, and her back was to the wall, which was dripping with blood.

"No! No! Let me go! Help! Help me please!"

The changeling thrashed against the chains that held her arms and legs in place, yet they did not budge. A robotic arm, positioned a long needle facing the changelings chest, which sent her into a hyperventilated panic. As tears begun to form along her eyes, the needle jabbed her causing her to let out a loud scream.

The syringe extracted what looked like blood, but it was hard to tell from Twilights position. The changeling thrashed about, changing into several ponies, and even other changelings. After about a couple of seconds, the changelings color went from green to grey, and any sort of life she was holding onto had been sucked dry.

The changeling hung her lifeless head as the syringe removed itself from her body. The floor beneath her opened, revealing many more grey lifeless changelings, who most likely suffered the same fate. The shackles unlocked, and the changeling fell into the pit. Twilight was beyond horrified. They weren't just imprisoning changelings, they were slaughtering them. She didn't think that Neighsay would try to drive an entire species to extinction, but she was wrong, dead wrong.

While the terrorfying killing of the changeling was going on. Twilight was able to make her way to an adjacent room, this one had one inquisitor, and a NEM soldier, only his armor looked much different.

"This new set of armor is imbued with the changelings ability to change into another creature. With any luck, our soldiers can use them to disguise themselves as the enemy, and infiltrate thier lands."

The inquisitor then gave instructions to the armor wearer.

"Id like to see you change into a yak ." The armor bearer then took on the form of a yak.

"Very good. But can you act the part as well as look it?"

"Yak smash puny ponies! Yaks will wipe out pony kind!"

Twilight knew that was not how yaks behaved. Though in this world, she wasn't sure if that was the case anymore.

"Excellent. In due time, we should harvest enough changeling magic to produce multiple sets of this armor. I'll make sure that they get to the Yakyakistan front."

As soon as both ponies started to leave the room, Twilight backstabbed the one wearing the armor. Thankfully her blade was able to penetrate it. She the slashed the inquisitors throat, and watched as he feel back gagging with blood spewing from his neck. After seeing what they did to that changeling, Twilight didn't care how they died.

The smaller lab contained several machines, as well as what appeared to be an examination table. On it, was a changeling with its chest cut open, and many of his organs gone. Twilight just hoped that the autopsy wasn't done when he was alive, though due to the shackles that held him to the table, it most likely was. Twilight searched the room for a higher tier key card, and luckily enough, one was on the dead soldier. She took it, as well as the armor that he was wearing. It was going to be put for better use than killing yaks.

The armor Twilight had just stolen made it much easier to navigate the facility and get to her destination. Just as she hoped, the door to heavy containment opened when the upgraded card touched the receiver. This room looked similar to the prison room with all the cages, only there were much fewer cells, and they were metal doors rather than bars, making them look like solitary confinement cells.

There was also a multitude of torture devices in a separate chamber including a table with specific tools laid out in orderly fashion. These were some sick ponies that ran this place. At the end of the room was a large metal door with a slit. Twilight looked into it, and surely enough, there was who she was looking for. Pharynx.

Twilight wasted no time getting the door to pharynxs cell open, which prompted him to look up at Twilight, who was still wearing the armor.

"What do you want now? Leave me alone..."

Pharynx was bound in wall shackles that held his arms up, locking him into a sitting position. Twilight removed her helmet and spoke.

"Pharynx, it's me Twilight, I'm here to get you out."

Pharynx couldn't believe what he saw.

"Twilight...? How... How did you get in here? I thought that you had been killed!"

Twilight unlocked the wall shackles.

"No time to explain. Thorax is waiting for you back at our hideout."

"Thorax is alive as well?" Pharynx asked.

"I know that I helped him escape, but I thought for sure that Neighsays army would've found and killed him after a couple days."

Twilight helped Pharynx onto his legs and escorted him out.

"He's fine, but he's very worried about what's happened. He will be relieved to see you again."

Pharynx was more than eager to leave, but there was a concern on his mind that he wanted Twilight to hear.

"Wait. I can't leave yet."

"What? Why?" Twilight asked.

"You've seen how they treat changelings here haven't you? It's horrifying." Pharynx then pointed to the tools on the table.

"Those are some of the many forms of torture that we had to endure. If I was able to get away, imagine how the guards would react."

He had a point. Only problem was, there was no way they could fit a whole bunch of changelings in one auto carriage. Then Twilight remembered something she saw on the map from before, on the lowest level, there was a large room labeled, Loading bay.

"If I can use this armor to pass as a guard, then maybe I can get the prisoners out through the loading dock!" It was risky, but Twilight was sure she could pull it off.

"That sounds too dangerous, but at this point, my subjects would do anything to get out of here. Lets do it."

Twilight escorted pharynx back out to the electric fence where she came in from. To make sure that he wouldn't be spotted, twilight also took down one of the search towers that scouted the outside area. Pharynx was instructed to meet Shinning Armor on the other side, and tell them about her plan. Twilight also freed three additional changelings from the cell block, and told them to leave the same way Pharynx did. She knew that the auto carriage could hold at least 5 creatures.

Twilight then made her war to the loading dock. It was by far the largest room in the whole facility, with cranes that were used supposedly to load things onto the barges, which by the way were much longer that Shinning's auto carriage. Twilight then noticed a large truck like auto carriage with a large cage on the back, which was big enough to hold around 20 something changelings. That would work.

Twilight made sure to dispatch of any guards and inquisitors that were present in the room, as well as to hide the bodies, it was only a matter of time before they realized what was going on. She went back to the holding cell and begun to unlock the cages. Twilight also made sure that no guards would come between her and the changelings. Despite her disguise, it would be near impossible to pass as a guard, especially with 20 something freed changelings following her.

She led them to the loading bay right to the caged auto carriage. Once they were all inside, Twilight got into the drivers seat. A switch built into the dashboard allowed her to open the garage doors. It was then that she heard something she had hoped not to hear, the alarm.

Twilight didn't have a second thought as she put the auto carriage into full throttle and drove toward. She didn't even wait for the door to fully open, and as such, the sides of the vehicle scratched them a bit. Twilight had seen how her brother operated thier auto carriage, and picked up some pointers. However this was still a stressful situations.

"Intruder Alert! Multiple personnel dead! Changelings attempting escape! Stop them at all costs!"

Twilight put full speed at the direction away from the hive. Once she got a sight of the checkpoint, she charged right into it. Beams were fired at her, and she hit a guard on the way put, but they were out. But the fight was far from over.

Approaching her from the right was Shinning's auto carriage, with Pharynx ridding on the left side. He then flew from Shinning's vehicle to Twilights, and got in the passenger seat.

"Twilight! I'll take the wheel! We have Saberbolts inbound! We need you to hold them off!"

Twilight swapped seats with pharynx, and flew out of the vehicle. Looking back, she could see several pegasi wearing red armor and saddles with guns attached to them flying towards her. These must be the NEMs equivalent to the Wonderbolts.

Twilight readied her horn with magical energy and flew in their direction, firing beams as she got close enough. One bolt was hit and went down, the others shot magical beams in Twilights direction, causing her to perform areal maneuvers. Twilight was not as skilled as rainbow dash when it came to flying, but did learn a few things from her.

She did a reverse to face the Saberbolts, and saw that they were not targeting her, but the auto carriage that carried the changelings. They shot the back door open, and the changelings all did thier best not to fall out. Twilight tried to intervene, as she shot at the Saberbolts, knocking some of them down. She also grabbed one of them aggressively and snapped his neck.

After a short scuffle, the Saberbolts retreated. Twilight flew back to the back of the large auto carriage.

"Are you all ok?" Twilight asked.

"I thought we were going to die!" One changeling claimed.

"Once they started shooting us, several were injured, and even fell out the back. I don't think they survived the fall either."

There certainly were fewer changelings in the back of the vehicle than when twilight first loaded them on, suggesting that some died during the escape. Twilight was disgusted at the fact that rather than target her, the Saberbolts chose to go after innocent changelings. How could they be so heartless? It was too late to go back now, and despite rescuing several changelings, his brother included, Thorax was going to be devastated once he learned about the fate of the hive, and the atrocities committed there.

A tortured mind

Upon returning to the hideout, Twilight still had yet to figure out how she would explain the current situation to Thorax. Sure several changelings were rescued from the prison they were kept in, his brother included, but many more had perished.

The larger auto carriage that held the changelings couldn't be stored inside the base, so it had to be hidden outside. Fortunately there was an area that allowed it to remain hidden from sight. All the changelings were relieved that thier suffering was over, and they were ready to see thier leader once again. Pharynx and Twilight went to the room that had been given to Thorax, and surely enough, he was inside.

"Pharynx! You're alright!"

Thorax and Pharynx exchanged a hug.

"I'm glad you're alright to."

The reunion was certainly something that they had looked forward to. Thorax had lost count of how many days he had been without seeing another changeling.

"What happened at the hive? Is it safe to go back?"

This was something that neither pharynx nor Twilight had hoped Thorax would ask. As he would not like the answer.

"No... It's not.. You don't want to know what it has been like."

Unfortunately, this only gave Thorax more interest.

"Why not? Did any other changelings get away?" Twilight had a grave look, one in which Thorax didn't like.

"We did manage to free some of them, but many more died in the escape. I saw how they were being treated in there, and it wasn't pleasant."

"What did they do?! I need to know!"

Twilight really didn't want to tell Thorax what had happened, and neither did Pharynx.

"Brother please! Lets just focus on the present."

"No Pharynx! I don't want information like this withheld from me!"

Pharynx didn't want to argue with Thorax, especially after he got to see him again after so long. However, what had happened at the hive was so awful, that he just couldn't explain what happened, even if he wanted to.

"I can cast a memory spell that can show you what happened, but you're not going to like it."

Twilight remembered a spell that Trixie had once used to show her memories, and had learned it herself some time ago.

"Cast it then. I need to see this for myself."

Reluctantly Pharynx nodded and stepped back, and Twilight readied the spell. A large projector like screen emitted from Twilights horn and several memories from her mission played out on it. From the prison room with all the caged changelings, to the extraction of ones own life blood in the lab all played on screen. Thorax was horrified. All the suffering and torture that had gone on was displayed in a holographic image right in front of him. Even pharynx was disturbed to an extent. Once the memories had finished playing, the screen vanished.

Thorax just stared in the direction of where the screen once was with his eyes open. His front hooves were held up to his gaping mouth. After a few seconds, he spoke.

"Why...? Why would they do such horrible things!?"

Pharynx believed that it was revenge for the actions of thier former ruler, Queen chrysalis. But even as harsh as she was, Chrysalis would never resort to genocide.

"Thorax, I'm sorry you had to see that."

"Why are you apologizing?" Thorax asked. "Neighsay is the one who carried out this massacre! Don't you remember how unreasonable he acted when he found out that there were non pony students attending the school of friendship!?"

Both Twilight and Pharynx were surprised by his sudden shift in tone.

"Brother, we know you're upset, but try not to have a meltdown."

Thorax calmed down. "I'm sorry.... It's just, I already hated Neighsay alot when he tried to ruin the school, and now look at what he's done... hundreds of changelings are dead because of him... All because of his sick twisted pony supremacist mindset."

The mention of Twilights school then bought something else to thorax's mind.

"Ocellus! Was she amoung the rescued changelings? Please tell me she's here to..."

Twilight and Pharynx looked at each other. Neither of them had seen Ocellus during their escape, or even when they were in the hive.

"I didn't see her anywhere during my mission. I don't know if she's dead, or worse..."

"I didn't see her either brother, we're sorry."

This broke Thorax. Even though he had reunited with his brother, the realization that he might never get to see Ocellus again made him feel awful.

"No... She's... Dead...?" Neither of them knew the answer, but the possibility of her demise was quite high.

"We don't know Thorax, we're not even sure she was at the hive." Thorax put his forehooves to his face in defeat. Ocellus was the biggest bridge between ponykind and changelingkind, and Neighsay destroyed it.

"This can't be... Please... I need to be alone right now..." Pharynx tried offer assistance, but was rejected. After Twilight tried to give aid, both she and Pharynx were met with a stern request to leave. After which they had no choice but to carry out.

"I know I have to do this... But.. What if he won't listen? I've held a grudge for so long... No. It's time I make right on my part."

These were some of the things that Shining Armor said to himself as he walked to Thorax's room. After he heard about what had happened at the hive from both Twilight and Pharynx, Shining felt as if he had contributed to the changelings suffering. After all, he did hold a huge prejudice against them after the wedding in Canterlot. Shining Armor reached the door, and lightly knocked on it.

"Thorax? Are you ok? Twilight told me what happened." No answer.

Shining wondered if he should enter, but would that only make things worse? No. He wasn't going to walk away just because he got no answer. Shining took a deep breath, and slowly opened the door. There was Thorax, lying down on his bed, looking at the ceiling. He didn't turn to face Shining, however he knew he was there.

"Thorax... I.. I feel like I owe you an apology." Shining sat on the bed next to Thorax.

"When we first met, I only assumed the worst of you. It was ignorant of me, and I'm sorry."

Thorax look at Shining, and sat up.

"Why are you apologizing? You had every right to hate us for what we did."

"No I didn't!" Shining protested.

"You said yourself that you left Chrysalis because you didn't want to steal ponies love, and I didn't listen." Shining began to feel very emotionally weak.

"It's... It's almost like I'm responsible... For the mass killings that are going on...." Shining couldn't take it anymore. He began to shed tears and cry.

Thorax just looked at him. "It isn't your fault Shining. If anyone is responsible, it's Neighsay. He's the murderer." Shining wiped the tears from his eyes.

"You're right. It's because of him that I haven't seen my wife and daughter in so long...."

Thorax put his arm around Shining. "Don't worry Shining. I'm it's more likely that Cadence and Flurry Heart are still alive, unlike Ocellus."

Shining didn't want to think about what might have happened to Ocellus, or any of the young 6 for that matter.

"Well Twilight said that she was last seen at the school of friendship, though that was one of the first places that the NEM attacked. I'm sorry... I probably shouldn't have said that."

"No.. It's fine." Thorax reassured.

Shining didn't get much reassurance that Thorax was going to OK though. He wasn't the kind of guy that would be mentally stable in his predicament.

"Hey.. I should go. Gotta make sure we are stocked up on enough supplies." Thorax didn't object.

He was thankful that Shining took some time to see him. It showed that he truly changed from thier first encounter. Though Thorax began to wonder if he had what it took to survive in this new world, like Shining did.

The forest... It was a strange place. All these trees. It's like they are always watching your every move. At least that's what Thorax felt when he was alone in this place. A loneliness that scared him.

"Hello..? Is anyone there?"

There was no answer other than the howling of the wind. Thorax felt a chill run down his spine. He did not want to be here. But it was where he found himself. Suddenly, Thorax began to hear steps on the grass and branches. They were not his own.

"Who's there?" Thorax asked nervously.

"Thorax? Is that you?" Thorax recognized that voice. It was Ocellus. Excitement and hope flowed through him and he ran in the direction of the voice.

"Ocellus!" The young changeling came into view and she turned around to face Thorax.

"Thorax!" Ocellus walked up to Thorax as he approached, but before they could get close enough to each other, a strange magic force stopped them in thier tracks. They were mere feet from one another, stuck in place.

"What's happening?" Thorax asked "I can't move!"

"Well of course you can't. I've made sure of that!" That was a voice that neither Thorax nor Ocellus had hoped to hear. Right behind Ocellus opened a blue portal, and out stepped Chancellor Neighsay. He then grabbed Ocellus from behind and held her in a hostage pose.

"Let her go right now you monster!" Thorax shouted at Neighsay.

"Or what? You're going to invade Canterlot again?" Neighsay tormented.

Thorax was furious that Neighsay would assume that he would stoop as low as Chrysalis would.

"Thorax! Help me!"

"Oh shut up!" Neighsay ordered. He then cast a spell that removed Ocelluses mouth, rendering her unable to talk, or scream.

She then thrashed against Neighsay, but he still held onto her.

"Face it, you changelings are nothing but abominations. You kept us in fear for too long! Now it's our turn..."

Neighsay then stepped back into the portal, taking Ocellus with him.

"Ocellus! No!" The portal closed, and all thorax was able to do was watch.

His feelings of anger were washed over with sadness. He felt that it was his fault that Ocellus was gone, and that he as a leader, had failed. He held his head low, only to bring it back up when a bright green flame erupted in front of him. It was Queen chrysalis.

"Look at you. An absolute failure. What made you think that YOU could lead the hive!" Thorax didn't answer, she would not like what he had to say anyway.

"Did you honestly think that we could live peacefully with ponykind!? Years of hatred have only made them resent us! And now look at what's happened! You couldn't even defend the hive against Neighsays army, who then proceeded to drive us to extinction!"

Chrysalis had talked down to Thorax before l, but never like this. In a sense, she was right. Thorax had failed. He couldn't save those he cared for.

"Mother... Please..." *SMACK!* Chrysalis slapped Thorax, and hard. Leaving a mark across his face.

"Don't try and beg for my forgiveness. You already made your choice."

Chrysalis then proceeded to rip off Thoraxes mouth, and turn the ground beneath him into a green slime. That slime then proceeded to pull Thorax under like quicksand. He struggled and squirmed to get free, but it was no use. Chrysalis didn't even laugh, she just looked at her helpless victim in shame and disgust.

Off in the distance Luna was scouting the area, looking for any signs of where Thorax might be. She then saw him sinking into the earth in front of his disappointed mother.

"Thorax!" Luna bolted towards them both wings flapping hard. But before she got close enough, she was blinded by a bright light, and fell back to the ground.

Luna woke in an alarmed state. She wasted no time in hurrying to Thoraxes room. Once she got there, she knocked the door open to the sight of Thorax struggling in his bed. She ran over to him, and tried to wake him up.

"Wake up Thorax! Wake up!" He remained asleep, trapped in his nightmare.

Luna was going to regret what she was about to do.

"THOU SHALL AWAKE FROM THY SLUMBER!!" Upon hearing the royal Canterlot voice, Thorax bolted out of bed, startled by what he just heard. Fear was still present in him from the recent experience, only now it was accompanied by humiliation upon realizing he had wet the bed.

"What is..." Thorax was cut off when Luna hugged him.

"I'm sorry I couldn't help you." Thorax begun to tear up.

"It was... Just a dream?"

"Yes Thorax. I sensed it while scouting the dream realm, but it appears I was too late." Thorax returned the hug.

"I.. Saw Ocellus... And she was taken by Neighsay... My mother than appeared and told me how much.... Of a failure I was..."

Luna could feel Thorax on her shoulder. This was clearly more than he could handle.

"You're not a failure Thorax... You did everything you could."

The sobbing eventually stopped, and Thorax grabbed a tissue to wipe away his tears. He also felt a bruise across his left facial cheek, he likely hit himself against the wall or bed during his night terror. That probably was what the hit from Chrysalis really was.

Coming from the door, both Shining Armor and Pharynx looked inward.

"We heard you princess. Is something wrong?" Luna turned to face Shining Armor, who wore a look of concern.

"Thorax was having a nightmare, and I stopped it." Shining and Pharynx both had the feeling that Thorax would be scared after hearing the news about the hive. But were relieved that he was alright for now.

"Listen brother. If you need to talk to any of us, we're here for you."

"Th..thanks.." Thorax blew into his tissue as everyone else stepped out of the room. But Luna turned back.

"I'll stay by your side for the night. Something tells me that you'll need my aid."

The next several days for Thorax were very difficult. The nightmares just kept coming. Some of them were worse than others, but they were all terrifying experiences.

One set of nightmares involved Ocellus being killed by Neighsay in numerous ways. Public beheadings in front of a crowd of angry Canterlot ponies was one such method, other times she would be chained to the wall in a torture chamber, while a shady pony butchered her with several knives and cleavers.

Other nightmares didn't involve Ocellus at all, and the one being tortured was Thorax himself. Sometimes Neighsay wasn't even the one inflicting the pain, but rather it was his mother, Chrysalis. Not to mention that the pain wasn't always physical, which in some cases felt worse.

Luna tried her best to stop the nightmares, however it became exceedingly more difficult the stronger they became. Ever since Luna had gotten away herself from Neighsays capture, it had become much harder for Luna to enter dreams, and when she did, it was even harder for her to stay. Perhaps Neighsay managed to weaken her powers when she was imprisoned. But Luna was determined, and she was not going to give up on Thorax.

Twilight headed up to the entrance Zone where her brother requested her. It had been quite sometime since she got back from the hive, and in that time, Braeburn and Strong heart had left the base to seek out additional information and aid. After all, it would helpful to have extra eyes and ears out in the field.

Braeburn took the caged auto carriage as well as the shape shifting armor that Twilight had bought back from her last mission. They would prove to be helpful in rescuing more allies and infiltrating NEM ranks.

Once Twilight reached the entrance to the hideout, she saw Shining Armor looking at a tank behind the auto carriage, which contained a strange purple substance.

"Shining. You wanted to see me?" Shining turned to face Twilight.

"Yes. Thanks for coming. I was checking the auto carriage, and we may have a problem."

Twilight had noticed that the amount of slime in the tank was very little.

"We are running low on fuel for the auto carriage." Twilight and Shining had been relying on the carriage for transport. Hearing that the tank was almost dry raised both of thier concerns.

"Well where we can we get more?" Twilight asked.

"There is one place where it's mass produced. Klugetown."

Upon hearing that, Twilight felt a level of disgust. It was one of the first places that she and her friends visited when they were finding help to fight the storm king. It was not a very pleasant experience.

"But there's some good news Twily. We've managed to get in touch with someone who can help us. Plus, he claims to know where Neighsay is holding Rainbow Dash."

Kludgeoil

Excitement ran thought Twilights veins, but only temperaroy. All this time had passed since she escaped from the lab that held her in her unfufilling past, and only now, did she get a lead to where one of her main freinds was being held. What made matters worse, was that the one lead she had, was Kludgetown, the place where they were almost sold into slavery, the place where twilight got the idea of not to trust anypony outside of Equestria, and now she had to go back. Considering how bad she saw the state of Equestria currently, espicaly the changeling hive, Kludgetown was the last place she wanted to be right now.

"Klugetown? Is that realy where we have to go?" Shining Armor looked at Twilight.

"I'm afraid so. But considering that you've been there before, I'm sure you won't have any problems." Shining had no idea.

The Bone dry desert... Where there was nothing but miles of sand, or at least that's what it was like when Twillight first ventured through here. Now several mechanical oil drills dotted the landscape. If Twilight had to guess, they were what harvested the resource known as Kludgeoil, that strange purple substance. It was still hard to belive that the residents of Kludgetown didn't discover many uses for the substance.

The auto carriage then came into view of the settlement looking much more industrial than the last time she visited. The auto carriage then slowed to a halt, with a blinking E showing up on the dashboard.

"It looks like we are empty. Sorry Twily, looks like you'll have to walk the rest of the way."

Twilight was a bit annoyed that she had to continue the rest of the journey on hoof, but she was at least grateful that she didn't have to walk the entire way like last time. She put on her mask, and setted off.

As twilight arrived in Kludgetown, the common shadyness of the town remained, but it was also accompanied by a sense of dread. She made sure not to get herself detected, yet that seamed alot easier than it should have. Most of the towns residents were no where to be seen, making the place feel like a ghost town. Birds flew freely through the skies giving off loud gawks as they passed. What was going on here?

Twilight then heard metal legs approaching her position, and down the street, a large walker patroled the area, similar to the ones she saw at Appleosa. Only this one had guns attached to it's arms, indicating it was a police vehicle, and on it's back, a tank of purple oil. Nearly every vehicle in New Equestria ran on the stuff, and if Twilight was going to get Shinings auto carriage back to the hideout, she had to get some. She made her way across the rooftops, which was thankfully very easy due to the structure of the town, and looked for any unused canisters.

Twilight also noticed that the puddles of kludgeoil that were prevelant upon her first visit were all but gone. Guess they didn't want anycreature to get ahold of any unmarked containers. She made her way to the center of town, but slipped and fell down a series of cloth overhangs into an alley. Once she hit the ground, she could see a large figure that reselmbed one of the kludgetown residents. He turned around and saw Twilight.

"Ah..! Please don't hurt me! I don't have any oil! I swear!"

He then turned around and ran away. That was odd, kludgetown residnets would usually never run at the sight of anycreature, let alone a pony. Maybe the shadow striker outfit was too intimidating for them? Or was it something else? Reguardless, Twilight got back up and continued on her way.

Eventually, she got to the middle of town and understood why that resident fled in fear. Kludgetown was under NEM occupation. Several guards patroled the streets along with those walkers she saw eariler. In one part of the town she saw something she thought that she would never see. It was a NEM guard being down on a storm creature.

"See! That's how it feels!" The guard yelled at the blue yeti like being.

"You think you're so tough? Well you're not!"

His anger built up as he punched and kicked the creature who was now begging for mercy. Twilight could also make out several other storm creatures being forced carry barrels of oil thier destination. Wherever that was. Oh how the tables have turned, first the storm creatures enslaved the ponies, now the ponies enslaved them. As Twilight was looking at the landscape ahead of her, she was hit on the side of her head by what felt like a paper airplane.

"These are still made?" Twilight asked herself.

She opened up the paper device, and there was a note scribbled on it.

"To the Shadow striker,

I've heard about your little crusade to bring down the rign of lord Neighsay. Such a goal is not easily obtained hwoeverr, as you are going to need all the help you can get. Meet me on the ledge of the central tower, where the old windmill used to be. Come alone.
A friend."

This must have been the contact that Shining Armor told her about, and now she knew where to find him, or her.

Twilight had just clibed onto the ledge of the old windmill. The fan that it once had was now gone, and Twilight still remembered what happened to it when she and her friends were fleeing Tempest shadow. It seamed not too long ago, but still so far away, as this town was now a much more different, and a much more dangerous place. Twilight turned her head, and she saw an anthropormophic cat wearing a shady cloack, and pointing a rifle at her.

"Did you come alone?" the figure asked. Twilight already had a good idea as to who this was.

"I did."

"Good. Follow me" Twilight followed the figure up a ladder further in the tower, and entered a familiar room. Once inside, the figure removed his hood, and revealed his identity.

"Capper... How did you find out about me?" Twilight asked. "You made quite a scene at the changeling hive. The NEM is searching relentlessly for you now." Twilight was well aware of that.

"Oh and you don't have to keep that mask on, I already know who you are, Twilight Sparkle."

While Twilight was a bit disturbed that Capper knew her secret idenity, she was glad that it was Capper who knew, rather than somecreature that was likely her enemy. She removed the mask and wiped her forehead.

"I suppose you're the contact my brother told me about?"

"He's your brother? I figured you were just a band of refugees, not nessecarrly family." Capper had a lot to learn indeed.

The safe house that the two were in looked very different from the last time they met. There was a large amount of machinary and devices that Twilight didn't reconize placed against the walls. If she had to guess, a good fraction of them were some sort of communication devices, which also meant that Shining had some back at the hideout. The purple alicorn was certainly a science expert, yet all of this new technology was still so foreign to her.

"Capper, I was told that you knew where Rainbow dash is being held, is any of that true?" Capper looked over to Twilight and nodded.

"A while back, this Neighsay guy had an off-shore platform constructed just north of Mount Aries. I then saw a heavily guarded airship fly out there. Once it arrived, I managed to spot a couple of guards unload a stretcher with what looked like your rainbow maned friend strapped down to it. Strangely enough, she wasn't fighting. That probably means she's either unconsious, or dead."

Twilight was set on believing that she was alive. If they kept her alive, then certainly they would have a good enough reason to keep dash alive as well.

"Well where is this base?"

Capper pointed out the window. The purple alicorn peaked out, and saw a metal platform with what appeared to be a tower sticking out from it. However there wasn't much on the surface level of the faclity, which meant that the majority of the compound had to be underwater.

To the platforms right stood Mount Aries, and much like Kludgetown, it had a series of those grey metal buildings built into the mountainside. Twilight didn't want to know what the NEM were doing to the Hippogriffs, espically if the sights from the Changeling Hive is anything to go by.

"I need to get inside. Do you know of a way in?" Twilight asked.

"I'm afraid I don't know. Sorry."

Even though there was no secret way in, (At least not to either of thier knoledge) Twilight did have some ideas as to how to get in. The first was to directly fly over the sea onto the platform. This was probably the worst idea, as it would leave her open to attack from several angles, including what appeared to be a artilery cannon that pointed at the facility from Mount Aries. The second way in was quite possibly underwater, which meant that Twilight had to get a shard of Queen novos pearl, which were most likely seized by the NEM, and Twilight wasn't about to risk a mission to Mount Aries to get something that probably wasn't even there. Regardless, Twilight had to find a way in. Suddenly, the anouncement sound was heard all throughout Kludgetown, with a following announcement.

"Attention New Equestria Citizens. Be on the lookout for a mysterious mare wearing a cloak and mask. She was last seen at the Changeling Hive, and has murdered several NEM soldiers in cold blood. In addition, many changelings have recently escaped custody, including thier Leader, Thorax. If you see anyone you might suspect to be a changeling, do not aprehand them! Notify an inquisitor immediately."

As the closing sound played, Twilight felt rage building up inside her. The changelings that she rescued were in no way a threat to anypony. After moments had passed, she bucked a nearby table in frustration.

"Hey take it easy." Capper had apparently noticed Twilights rage.

"I'm sorry.... It's just... what I saw in the changling hive were horrific things that no creature should ever have to experiance. And that anouncer just stated that the changelings are a threat...."

Twilight stopped for a few seconds before continuing.

"This just shows how heartless Neighsays followers truely are...."

Capper didn't disagree there. He had seen how the NEM have treated the storm creatures, and while he wasn't a huge fan of the storm kings once loyal followers, he couldn't help but feel bad for them.

"How did Neighsay take over so easily? I'm sure the storm creatures here would never back down that easily." The cat-like creature looked out the window with sorrow on his face.

"It all started when an army of ponies in red armor marched twoards Kludgetown. Neighsay then ordered the town to surrender and be annexed into "New Equestria" as he calls it. Verko then came right up to Neighsay and said that he had no buisness in asserting control over his community. After that, Neighsay grabbed Verko, and stabbed him numerous times. While Verko was bleeding out on the floor, all the NEM soldiers drew thier weapons and pointed them at the citizens. Immidately they all surrendered. I saw all of this from this very window...."

"Well.... At least you don't have to worry about your debt." Capper didn't seam to feel any better from Twilights joke.

Shinning Armor had just finished pushing the Auto carriage into a concealed place. Twilight had been gone for quite a while now, and he started to worry if she was going to come back. But Shining knew that such an assumption was nonsence. Twilight has experiance in doing these dangerous missions, and if anypony could pull them off, it was her. However one of Shinings main concerns was getting a resupply of Kludgeoil for the vehicle he had spent the past half hour pushing. How was Twilight going to smugle oil out of the town without drawing attention? Shining came to the conclusion that if he was going to refil the tank of the auto carriage, he would have to do it himself.

He saw what appeared to be a fuel depot nearby, as well as a couple of storm creatures carrying some barrels of the substance. Shining Armor headed twoard the compound, and readied his rifle. If he could get the storm creatures to start a riot, it could give him enough time to properly get away with a barrel of the substance. This was not going to be an easy feat however, as the storm creatures all looked as if thier morale was destroyed. But if the invasion of Canterlot during the friendship festival is anything to go by, they were certainly more than capable of doing damage.

The white unicorn reached a loading bay where two storm creatures loaded barrels of oil onto a carriage with some sort of flatbed. Shining snuck under the vehicle, hoping that some guards wouldn't look under it. Even though Shining had a proper weapon unlike her sister, he was not as sleek or acrobatic as her, though that was probably due to the fact that she was an alicorn. As Shining tried to come up for a plan, the Carriage started. As much as shining wanted to hijack the auto carriage loaded with oil and drive it away, doing that would attact too much attention. He came out from under, and slipped into the door to the compund as it was closing.

Before Shinings eyes were colums of shelves filled with barrels of oil. All of this was being used to fuel vehicles, that were most likely being used to oppress people. As the white stalion made his way down the eisles, he noticed a lone NEM offical standing against the wall. Shining snuck up on him, and pointed his rifle to the gurads head.

"Disarm yourself. Now!"

The NEM officer dropped his weapon, and Shining tossed it across the room.

"You are way in over your head Shining.... Don't think I don't know about what happened at the Changeling hive..."

Shining wasn't going to let this one pony intimidate him.

"I know about the Atocities that happened at the hive. Don't tell me that what the Shadow Striker did was wrong!"

The guard just chuckled.

"That's who this pony is called? The Shadow Striker...?"

The guard turned to face shining.

"So this one pony.... Who managed to get in and out of the hive, thinks that he can bring down everything we've built..."

"If by building you mean enslaving and torturing all non ponies, then I would love to see it all go down."

The guard just gave Shining a dirty look.

"My oh my Shining.... You truely are pathetic.... Just like the rest of the Royal Guard...."

Shining was tempted to just pull the trigger, but feared that others might here and come for him.

"We gave you an offer Shining, to join our ranks, to rise to new heights! And what did you do? You threw that chance away....."

Rage was building inside Shining Armor.

"I just don't get it... The changelings imprisioned your wife and nearly elslaved you to be nothing more than a thrall for thier queen, yet you refuse to join the very group that stands a chance at defeating them? Dross!"

Shining wasn't sure how much longer he could hold his cool for.

"So, did Thorax try to use fake tears to make you feel guilty? I guess his begging was so convincing, that you just had to show him mercy when his minions would show none. Hell, I have the feeling that the Shadow Striker is really you!"

The fuse went out, and Shining threw a heavy punch right at the officers face, knocking him out instantly. He had let this one offical torment him, but he at least didn't fully lose his temper, and did something that he would regret. He took what appeared to be a key from the guards body, and continued into the compound.

"This is the main terminal that I have been using to communicate with your brohter. It can be used to connect to other terminals in a specific range and allow the users of the two to communicate effectively."

Twilight was amazed, who knew that such technology was possible?

"That's.. pretty amazing! I guess that means we have one back in the hideout as well!"

Suddenly, the device emitted a sound that seamed to indicate an incomming transmission. Shining Armor then appeared on screen.

"Capper? Are you there? Has Twilight arrived?"

"Shining Armor! I've made it just fine." Shining smiled.

"Great job Twily, does he know where Rainbow dash is being held?"

Capper then moved himself into Shinings view.

"Yes, on an off shore platform just north of Mount Areis. I've hacked into thier networks and it reveals that one pegasus is being contained in a room there. Scans show that she's in some sort of sleep state."

Just as Twilight Predicted, Rainbow dash was trapped in some sort of simulated reality, probably one that was pure mental torture.

"Well I just sweeped this facility and secured thier network center. I also managed to free some of the storm creatures who hopefully...."

Suddenly there was a loud bang outside one of Cappers Windows. He took a telescope and saw several storm creatures tossing crates and other objects around, while NEM guards began to shoot them with thier rifles. The riots, have already begun.

"Right on time to!" Shining stated.

"Soon the whole town will be up in arms, which means that reinforcements will be on thier way to stop the uprising. Twlight, you better get out of Kludgetown now!"

"I've seen a type of fast flying vehicle down by the airship docks, you can take that." The purple alicorn was already readying her gear.

"Don't worry about me Twily. I'll get out of the area with a good supply of Kludgeoil, you just worry about finding Rainbow dash. Good luck!"

With that said, the screen went blank, and both Capper and Twilight were out the door.

The cat-like creature and the purple Alicorn ran across the rooftops twoards the airship docks. Most of the bridges that linked them together had been destroyed by the windmill that spun out of control during Twilights first visit, so they had to take alternate routes. Lucky Capper knew the area very well, and lead the way.

Fights had broken out below the two on the streets. Kludgetown residents threw whatever they had at the NEM, and all they did was fire thier crystal weapons at them. An airship flew into view, which sent panic through Twilight. Not only because there was a change that it could spot them, but also becasue of how it looked. It was a massive black steel vessel, with the NEM insigna on its sides. Fortunately it seamed to fire at the ground, and not at them.

After several parkour manuvers, they arrived at the docks, where more storm creatures and NEM soldiers duked it out. Capper lead Twilight to the vehicle, which had the appreance of one of those strange flying machines that she saw in the world that Sunset shimmer fled to. Wings were jetting out of the body to the left and right, and a rocket was sticking out of the back.

"Capper wait! This thing can only hold one pony! How will you get out?"

Capper just looked at her and smiled.

"I'm not, someone needs to lead the fight against the NEM here. And that someone is me."

Before Twilight could say anything, Capper put her inside the drivers seat, pushed a button on the dashboard, and closed the cockpit window. He stepped back and waved, before Twilight was thrusted at full speed in the direction of the ocean.

The speed of the vehicle was more than Twilight was used to. She had just recently got into an approprite sitting position after a couple seconds of struggling. Was this how fast Rainbow dash flew? Maybe this vehicle was created to not only give non pegasus ponies the ablity to fly, but also to match the speed of an elite flyer.

The purple alicorn then heard a fast beeping sound as the words "Lock on" flashed on the dash board. The plane was then hit with what felt like a missile.

"That can't be good!"

The beeping only for faster, thus prompting Twilight to bail from the vehicle. Once she did, the plane flew away from her emiting a trail of smoke followed by another missile. *Boom* *Splash* Twilight hit the water, and swam up, coughing as she surfaced.

"That was way too close! There is no way I am flying in one of those things again!"

As she regained her vision, she looked around, and saw big metal pipes sticking out of the water, with a metal platform perched on top. The offshore rig. Twilight had reached her distination, and it was time to save a friend.

Dreams of the sky

As Twilight climbed onto a metal platform attached to one of the tubes, she began to think of her next move. Here she was, out in the middle of the ocean with nopony at her side. A dire situation indeed, but she had to continue. Hopefully Cappers Intel was correct, and Rainbow dash was somewhere inside the facility.

The faint sounds of hoofsteps could be heard across metal, and shortly after they stopped, Twilight saw a flying vehicle heading west, possibly toward Kludgetown. The technology of this new world seamed to get stranger by the minute. Flying machines, hoofheld laser beams, what other wonders, and horrors, did new Equestria have in store? Twilight couldn't think of that right now. A much more important task was at hoof.

She flew around the metal tube, and came across a ventilation grate. Once it was open, she saw what looked like a bottomless pit. It most likely lead to the base down below.

"Keep it together Twilight, you can do this."

As she began her decent, Twilight cast a spell to emit light from her horn. The tunnel was cold and dark, and the spell didn't seam to light up much. With every yard that the alicorn passed, the more uneasy she became. Was she even going the right way?

After what felt like miles of darkness, Twilight saw a faint light coming from the wall below her. Another grate, just a few feet above a pool of water. One in which Twilight had no interest in swimming in. She opened the grate, and found herself in a cold room with numerous stains against the walls. Water dripped from the ceiling, and the smell of the ocean flooded Twilights nostrils, and well as the stench of something rotten. Numerous crates and barrels were in the room, and chains were mounted on the walls.twilight couldn't make out exactly what this room was meant for, but she didn't want to find out.

She held her breath, and went to the door. Upon opening it, the purple alicorn gasped for air, as she didn't want to breathe in that foul aroma. She followed the hallway and arrived at a door to her left. Upon opening it, Twilights eyes widened. Right in front of her was a large containment tank, with Rainbow dash inside. She looked so peaceful, despite the fact that she might be going through mental torture. Were these machines able to keep thier captives immobilized in their slumber? Twilight then hugged the tank with a sad but grateful look on her face.

"Don't worry Rainbow.. I'm gonna get you out of here."

She had remembered what Luna had told her before her mission, on how to properly get rainbow to awaken, just like how Twilight woke from her nightmare.

"A special ability of the Shadow Striker is to enter the dreams of a sleeping pony. However you don't have access to the entire dream realm like I do. Therefore, you must go to where Rainbow dash is being held physically, and enter her dream. Once inside, you must convince her to wake up. It will not be easy, as I'm not sure what you'll encounter, but you must succeed. Equestria depends on it!"

Twilight lied down next to the containment tank, lit up her horn, and closed her eyes, ready to face what awaited her.

As Twilight opened her eyes, she was no longer inside the grey room, suggesting that she entered Dashes dream. The alicorn glanced around and saw clouds everywhere. Roads, structures, and buildings all made of clouds. Cloudsdale, that's where she was. Yet everything Twilight saw looked normal, but so did everything in her dream when she was still contained. A group of pegasai then ran past Twilight, catching her attention.

"Come on! We don't want to miss the empresses speech!"

Empress? That certainly didn't sound normal. If Twilight was going to find Rainbow, that speech was her best lead. Doing her best not to draw too much attention, she went down the same road that the young foals ran down, hoping to find answers at its end.

At the edge of town stood a large castle. In front of it, was a massive crowd of pegasi ponies, all looking up at a balcony. If this empress was going to show up, she would be there. Twilight flew up to a nearby roof so that she could scan the crowd for any signs of Rainbow dash. Yet the crowd was so big, and not one pony had a rainbow colored mane.

Twilight could only guess that Dash was somewhere else. But where? Was she locked in a dungeon, held captive by this empress? Or maybe she was banished from this city that she once called home? Multiple possible scenarios ran through Twilights mind. Which were then interrupted by the sound of horns playing some music. The crowd was silent as a pony then flew up in front of the balcony facing the crowd.

"Citizens of Cloudsdale! Please stomp your hooves for the empress of the Great Pegasi Republic!"

A pony wearing a gold crown with wings attached to it, and a white robe walked onto the balcony and flashed her wings, causing a cheer from the audience. Twilight recognized the pony all too well. It was somepony who she never expected. This empress was one of her friends. It was Rainbow dash.

A new wave of questions flooded Twilights mind. If Rainbow dash was the empress, then how exactly was this a nightmare for her? Perhaps the simulation designed itself to be a normal dream to stop the user from wanting to leave. After all, since Twilight was so dedicated to escaping, it would make sense to make sure her other friends didn't want to get similar ideas.

"Thank you all loyal citizens!" Dash exclaimed.

"It has been two months since our succession from equestria, and in those months, we have only grown stronger!" Succession from equestria? Was she leading a rebellion?

"Soon, we pegesai will rule as the master race! And all other ponies will bow before us! Glory to the Great Pegesai Republic!"

The audience stomped thier hooves once again. This is not the rainbow dash that Twilight knew. Maybe there was another Rainbow dash that was the real one, possibly branded as a traitor.

"Hey! Who the hay is that!?" Dash pointed a hoof directly at Twilight, and all of the ponies in the crowd looked right at her. She had been spotted. "Rainbow dash! I'm your friend Twilight! You have to stop what you are doing! This entire world isn't..." "She's got a horn!" One of the crowd ponies shouted.

"Crossbreed!" Another shouted.

"I don't remember being friends with a crossbreed like you! As far as I'm concerned, you're a spy for Celestia!"

The audience looked at Twilight with disgust.

"But we are friends! Just like Pinkie Pie, Fluttershy, Rarity, and Applejack are as well!"

The audience started to laugh.

"I've had enough of your crazy talk. Guards! Seize this crossbreed!"

Twilight made an attempt to fly away, but was caught by a net that halted her flight. A Pegasus on the ground reeled the net in as the alicorn struggled in it. Within a minute, she was captured and taken away.

Twilight found herself in a jail cell inside a long hallway. Most of the other cells were filled with non Pegasus ponies, likely prisoners of war. They all had looks of sadness on thier faces, some sat in corners, others held onto the bars with thier ears and heads hung low.

"Why would Rainbow dash do something like this?" Twilight asked herself.

"You tell me." A voice came from the back of the cell. In the corner was a young filly sitting upright.

"Scootaloo? What are you doing here?" Twilight asked

"I was imprisoned during the siege of Ponyville. Clearly they don't like pegasai making friends with non pegasai."

Twilight was sure that Rainbow dash would never lock up her biggest fan like this. Was this the nightmare dash was stuck in? Being a ruthless tyrants to the point of enslaving her friends, and worst of all, she couldn't control herself? That had to be the key. All Twilight had to do was show dash her true friends, and it would certainly trigger her memories.

"Don't worry Scootaloo. I know how to fix this."

Scootaloo didn't look any happier. But Twilight knew it wasn't really Scootaloo, just something that Twilight could use to her advantage, this was just a dream after all. The alicorn teleported through the bars and into the hallway. Everypony looked up in surprise.

"How did you do that? I thought for sure they drained you of your magic!" Scootaloo asked.

Twilight smiled, and cast a spell that erased all the jail bars, prompting the prisoners to run free.

"I'm not an ordinary Alicorn." Twilight claimed.

"I am the shadow striker! And I come to free you from your darkest nightmares!"

In the dream world, the shadow striker had unlimited power, and Twilight was going to use everything she could think of to tear this dream apart.

Twilight ran through the halls vaporizing every guard in her path. The tried to fight back, but they were instantly overwhelmed. Multiple guards flew into walls and others were bound by magical rope that Twilight had created, making them immobile. The alicorn reached the outside of the prison, noticing that it was on a cloud separate from the rest of cloudsdale. She conjured up three giant books, all of them using thier pages as wings.

"Go my minions! Destroy this foul city!"

The books flew off towards cloudsdale, shooting laser beams made of letters and words.

"One more thing first..."

Twilight charged up a laser in her horn, and after a few seconds, unleashed it upon the prison, erasing it from existence. She hadn't fired a spell that powerful since her battle with Tierk. This dream was no longer a nightmare, it was a power fantasy.

"How is all of this happening!? What in tarturus are my guards doing!?"

Rainbow dash raged throughout the hallway, furious at the current state of cloudsdale, her pride.

Destruction reined throughout the city, and buildings were going down left and right. As dash got to the main chamber, a purple alicorn crashed through a large stained window of dash looking over equestria, and landed right in front of her.

The Pegasus gave a nasty glare.

"You... Do you have any idea what you've done!?"

Twilight didn't respond, just looking at her with a disappointed look.

"Cloudsdale is in RUINS because of you! Everything I have built and accomplished over the years, all gone! I swear I'm going to....."

She was interrupted by a smack across her face.

"Listen to yourself Dash, this is not the pony you are."

"You have no idea what kind of pony I am! I'm more powerful and influential that you can imagine!"

Twilight didn't pay attention to her, and instead spawned Scootaloo in front of her. Dashes state of rage was nearly wiped at the sight of her largest fan.

"Hello dash... All of what you've done lead to my imprisonment and suffering. Did any of that occur to you?"

Dash was at a loss for words.

"Scootaloo..? I.. I.."

Twilight then conjured up her remaining four friends. Pinkie Pie, Fluttershy, Applejack, and Rarity. All of them looked at Rainbow Dash right in her eyes, sending shivers down her spine. Bruises and injury marks were all over them, only adding to the feelings of pain and regret.

"You are not the same Pegasus I grew up with..." Fluttershy said.

"This is no Competition I wanted no part of..." Applejack Claimed

"If this was supposed to be a prank of some sort, it was NOT funny!" Pinkie said in an upset tone.

Rarity didn't say anything, and simply gave a "Hummf" to Dash.

After a couple seconds of contemplating things, dash started to tear up. "What... What have I done..?" She begun to remember her true friends, the ones she had forgotten during her time as empress. Twilight then walked up to Dash and hugged her close.

"Twilight... I'm... So sorry... I don't know how.. Or why I abandoned my friends...."

Twilight just continued to comfort dash.

"It's ok dash. I'm here."

"How is this Ok!?" Dash asked.

"I've let down you, and everypony else..!"

"No you haven't. All of this isn't really happening. My actions here have shattered your illusion. All you need to do is wake up."

Dash looked at Twilight still trying to hold back tears.

"I don't want to be here anymore... I want to be back with you.. And the others.."

A portal then opened next to the two mares, and without warning, Twilight jumped right inside, taking Rainbow with her.

Twilight awoke, still next to dashes containment tank. A red light blinked on accompanied by an activation noise. Dash begun to regain consiousness as her tank started to empty it's gel. Within moments, the tank was empty, leaving rainbow dash suspended by the cables attached to her.

Once the pod opened, Twilight climbed in, and detached the cables from Dash. The blue pegasus begun to feel fear as she took in her suroundings, not knowing where she was. As the last cable popped from dashes body, she was embraced by a hug from Twilight.

"Where... are we Twilight...?" Dash asked as she was repulsed by being covered in red gel.

"We are in a lab of some sort. There are a group of evil ponies who are keeping all of our friends trapped in places like this one all over Equestria. But right now we have to..."

She was cut off by an alarm that startled the two, Dash especially.

"WARNING! THE FACILITY HAS SUFFERED CRITICAL DAMAGE! THE REACTOR WILL SELF DESTRUCT IN T-MINUS 10 MINUTES! EVACUATE IMMIDEATLY!!"

"We have to go. Now!"

Twilight and dash ran out of the room and down the hall, back to the room that was connected to the pipe. To Twilights surprise, the door to the connecting room was damaged and wouldn't open. They would have to find a new way out. As the two ponies ran throughout the hallways, they noticed that there was alot of damage done to the place. Dead NEM guards littered the halls, rooms were trashed with clutter all over, and burn marks, possibly from powerful offensive magic, marked the walls. Had Twilight done all this in her sleep?

Thankfully, nopony came to stop Dash and Twilight as they made thier escape.

"Who were those ponies Twilight? Were they the ones keeping me here!?" Dash asked frantically.

"Yes! But lets focus on getting out of here!" After much hasteful, running, the two ponies came across what looked like elevator doors, that were closed. With all her might, Twilight pryed the doors open with her magic. Friction between the doors and their tracks emited a loud screech that hit her eardrums.

Once the doors were open enough to allow passage, Rainbow and Twilight fell back in surprise as the elevator car shot down the shaft it was built into, and hit the ground below it with a loud crash.

"Come on Dash! We have to fly upwards here!"

Dash was a bit nervous about going up the same shaft she had just seen a car come falling from.

"DETENATION IN T-MINUS 5 MINUTES!" That annoncement was more than enough to get dash to follow Twilight up the shaft.

As the two mares flew upward, rumbling echoed throughout the vertical tunnel. Tiny bits of debre feel past them, and the walls started to leak water from the sea outside. Upon reaching the top of the shaft, Twilight had noticed that the elevator doors were thankfully already open. It would have been determental if Twilight had to pry open a second set of doors, espically at the top of an elevator.

Dash and Twilight flew out onto the floor and ran out another set of doors that led outside. The large steel towers and buildings on the platform begun to crumble around the two as they took to the skies. The blue pegasus was shocked at what she saw. All around her were nothing but miles and miles of ocean.

"How.... How did I get here? Was I kidnapped?"

Twilight didn't answer as she looked around and spoted a boat with somepony shooting a signal spell from it's deck.

"Twily! Rainbow! Over here!"

The two mares flew in the direction of the boat, and landed on the deck next to Shining Armor.

"Shining Armor..?" Rainbow asked.

"What are you doing here?"

"No time to explain! We have to get out of here!"

Shining started up the boats motor, which really surprised dash. Never before had she seen a boat being opperated by motor. As the boat made it's way west twoards the mainland, the facility colapsed and emited a large explosion, sending the structure into the sea. However the large boom emited a large wave, and it was heading right twoards the boat!

"Everypony hold on!" Twilight shouted.

Shining held onto a handle with one forehoof, and to Twilight with the other. Twilight tried to shield the boat with her magic, and Dash held onto Twilight. The boat was lifted into the air by the force of the wave, extering pressure onto the hull, which the three ponies instanly fell. Afterwhich, the boat came down on the other side of the wave with a large force of gravity pulling it down, giving the feeling of going over a hill on a rollercoaster.

Once the force had settled, Shining armor losened his grip, and Twilight dispelled her shield. The Prison that held Dash was gone, and the NEM was sure to take notice that another Element had gotten away, and now knew what had happened to Equestria.

"Twiliy, what did you do back there?" Shining asked.

"I... Saved Dash from becoming something she hated."

Desperate times

On the way back to the hideout, Dash spent most of the trip asking questions about where they were, what had happened, and why it was happening. Twilight explained everything that was going on, as well as how they planned to address it. The blue Pegasus was very peeved after hearing about what Neighsay had done, especially to the wonderbolts. She claimed that when she gets to the former head of the EEA, she would beat him senseless for taking away everything she held dear. Both Twilight and Shining had to reassure her that was not a good idea, especially considering he has an entire army at his disposal. Dash was also nervous about what would happen next, even though she tried to hide her fear. This didn't fool Twilight, as she was able to see right through her. Once they arrived at the hideout, Luna was the first to greet the three ponies.

"Thank goodness you're alright! You were gone for so long I was sure you had perished!" Luna gave Rainbow dash a hug.

"Looks like you made it as well, this is good. We will need you plus the rest of the elements if we want to restore equestria and defeat Neighsay."

Rainbow glared at that name.

"Neighsay will pay for what he has done! He and the entire EEA can burn in Tartarus!" Luna just frowned.

"While I appreciate your enthusiasm, it will not be as easy as simply banishing him. He has many ponies on his side, most of which are very influential."

Dash didn't seam to care, anypony who took her friends and family away deserved the cruelest of punishment.

"Speaking of which." Luna said "We've gained some important information regarding Neighsays allies, and we wish to share them with you."

Luna then walked towards the meeting room, with the other three following suit.

Luna sat at the head of the briefing table. Shining Armor, Twilight, and Rainbow dash were all seated on the outside. Pharynx joined them as well once he heard of thier return.

"Now, as you all know, Neighsay was not alone when he executed his plan to overthrow me and my sister. He had other ponies at his side, most of which were former members of the EEA. However, there are more significant ponies that are on his side, some of which you may recognize."

Luna levitated up a folder, placed it on the table in front of the others, and opened it. Inside was several documents, as well as a picture of a white earth pony with a curly orange mane.

"This is Sevngallop, he used to be an event organizer for Countess Coloratura, until he was fired from that position. Now he serves Neighsay as the head messenger pony."

Twilight then spoke up. "I remember this stallion. He's nothing more than a cruel bully. Tried to manipulate Rara for his own benefit."

"That explains why he became the head messenger." Pharynx said.

"He can easily spread lies and other misinformation around Equestria and get everypony on Neighsays side."

If Sevngallop was able to become such an influential and powerful pony, Twilight can only guess what he did to Rara after his rise alongside Neighsay.

"Lets continue." Luna stated, putting the files away while bringing up another folder. The picture inside this one was of a unicorn mare with a light grey coat, and a mane with pink and white stripes. "Zesty Gourmand, High inquisitor." Luna explained. "She was the one running the operations involving non pony creatures. Including those at the changeling hive." Twilight and Dash had only heard of her from Pinkie pie and Rarity. At the time, she was simply a mere food critic from Canterlot.

"Pinkie told me about her. She tried to tell everypony in Canterlot what food they could and couldn't eat! Can you believe it!?" Dash exclaimed.

"Guess that probably explains why she is disgusted by us Changelings. The kind of food we eat would never satisfy someone like her." Pharynx stated.

"I still remember the interrogations... She apparently still thinks we feed off of other ponies love!"

Even though Twilight had a slight curiosity about those interrogations, she did not want to get off track. There were still more ponies that they needed to discuss.

Luna put Zestys files away, and bought out the next folder. Upon opening it, Rainbow Dashes eyes widened, and her face gave an angry look.

"Wind Rider!! That Pegasus tried to get me kicked out of the wonderbolts!!"

Dashes hoof then slammed the table. If the picture of wind rider was close enough to her, then she no doubt would've hit the photo.

"Then you should already know who we are dealing with. As he is now the commander of the Saberbolts. Neighsays replacement for the wonderbolts."

Twilight still remembered her first encounter with them. Rather than attack her, they decided to attack the escaping Changelings. No doubt that Windrider was just as cruel as the Saberbolts, if not more so.

"Me and spitfire were offered a place in Neighsays army. Both of us refused." Shining Armor stated.

"There is no way that either of us would support such a terrible cause. I'm sure that Wind Rider has Spitfire imprisoned somewhere, as well as other prominent Wonderbolts."

Dash began to grow even more peeved.

"Then he better be afraid now that I know what's going on. I can't believe I once looked up to that... That bucking CUNT!!!"

Nearby everypony was stunned by Rainbows choice of words, even Pharynx never made such a hateful statement in his life. Luna put a hoof on dashes shoulder to try and calm her down.

"I understand your frustration, but please don't do something you will regret."

Dash sighed.

"Sorry... It's just this information really struck hit me hard. Not only does Neighsay get rid of the wonderbolts, but he also puts a backstabber like wind rider in charge of thier replacement."

Shining was wondering if he never should've stated what happened to Spitfire.

"Let's..... move on." Twilight suggested. Luna put away Wind riders files, (Before the picture of him smiling got too far under Rainbows coat.) and got out the next folder. The pony inside this one was another earth pony, only he was purple with a lavish mane.

"Gladmane." Luna said. "Neighsays treasurer and tax inspector."

Although neither Twilight nor Rainbow had actually met the pony, they still remembered what Applejack and Fluttershy had said about him.

"Applejack told us about how he tried to monopolize the resorts in Las Pegasus." Twilight stated

"If he got his way, the whole city would've been WAY... To expensive, and totally uncool!" Dash said.

"Indeed, prices all over New Equestria have spiked, and taxes are higher than ever. Most of the money is likely going towards the war effort."

Money that could be used to benefit equestria was instead being used to harm other kingdoms. It seamed like everything that Twilight had worked for was all gone. The very thought made her sick.

Luna put away Gladmanes folder and bought out another. A pink mare was inside this one.

"That's Suri Polomare. She's just a fashion mare from Manehattan. What does she do? Make NEM outfits?" Twilight asked.

"Close. She is responsible for factory production. Weapons, armor, and even vehicles are all handled through her." Luna stated.

"She also manages the slave labor that goes on in New Equestria."

Twilight and Rainbows eyes widened. This mare who simply tried to cheat Rarity out of a fashion show, was now promoting slavery? All five ponies that Luna had shown had crossed Twilight and her friends at one point. But were they so evil as to join a heartless pony like Neighsay in overthrowing the two royal sisters and turn Equestria into a dystopian dictatorship?

Maybe once they learned that Twilights friends were teachers at the school of friendship, they felt supportive of Neighsay, but aiding him in overthrowing the equestrian government? Not even they would stoop that low. Or would they?

"There's one more pony who you should know about. And he might be the reason why Neighsay rose to power."

Luna bought out the last folder and opened it. The pony inside this one confused Twilight.

"Prince Blueblood? Seriously?" Commented Rainbow Dash.

"I know its odd, but he is of royal blood. Perhaps he was able to get Neighsay and the others insider information about us, and plot thier moves accordingly."

It was true that Blueblood was the least popular pony of royalty, and maybe he did get jealous of the two sisters influence. But if blueblood did want to overthrow them, then why wasn't he ruling New Equestria?

"He is Neighsays second in command, and he does do a lot of advising for him. But that's all we know about him so far."

Luna put the last folder away. "So... You're telling us that these six ponies are helping Neighsay in taking over equestria AND its neighbors?" Dash asked.

Luna nodded.

"Well they aren't going to stop us! We are going to find our friends, and send everypony on his side straight to Tartarus! Or somewhere that's even worse!"

Although Twilight was glad that Dash was still her enthusiastic self, she was worried that it would it land her in more danger than she could handle.

"I know you're eager to take on Neighsay and his allies, but things are much different now, and more dangerous."

The only glimpse that dash had at the dangers of this new world was at the offshore platform that she was held at. But dash knew that everyone in the room saw much more horrifying things than she had. Although she didn't want to admit it, Dash was nervous about what awaited her.

"So... What do we do now? We can't just sit around and do nothing while Neighsay destroys equestria!" Dash exclaimed.

"As of now, we are currently trying to locate where the remaining elements are being held. Shining Armor is also trying to establish contact with Dragon lord Ember to tell her of the Changelings survival." Luna stated.

"I still find it difficult to believe that a strong creature like Ember would connect with my brother. But I guess that's for the better, as it will gain us more allies. After all, the Dragon lands are one of the last surviving kingdoms that Neighsay has been unable to conquer."

Twilight then remembered Thoraxes current condition.

"How is Thorax doing by the way? Has he been getting better?" Pharynx looked back at Twilight.

"I'm honestly not too sure. The nightmares have seamed to stop, but he's been rather emotionless recently. Almost as if he's stopped caring about things."

That certainly didn't sound like Thorax.

"I'll continue to talk to him, support from any of you is welcome if you have it."

At that point, the meeting was over, and everycreature began to leave the room. With the information Twilight learned about Neighsays allies, she began to wonder if they knew where the rest of her friends were.

Dash was more focused on Wind Rider. Did he single handedly Kidnap Rarity and torture her as revenge for getting him expelled from the wonderbolts? Rainbow dash had a lot of plans for him should she ever get her hooves on him.

Kicks and punches were being thrown with full force at the training dummy. Shortly after the meeting, dash went down to what was an old training room. She found this dummy in one of the rooms corners, and Dash figured that a session with it was a good way to vent out her anger.

The sound of her hooves hitting cloth and straw could be heard throughout the room, and the adjacent hallway.

"This is what you get Wind Rider! Trying to get me expelled from the Wonderbolts is one thing, but kidnapping my friends and helping a scumbag like Neighsay is way over the line!!"

Dash then pinned the dummy on the ground by the neck.

"You're nothing Wind Rider! Nothing but a back stabbing CUNT!!"

Dash gave two hard punches to the face, which caused the head of the dummy to pop, spilling out air and a bit of straw. She then calmed down. The dummy might need to have it's head fixed, but the damage wasn't too severe. A small creek then came from the door to the room, and Dashes attention was caught.

"Who's there?" Dash asked.

She walked over the door and opened it.

"Thorax? Did you... Hear me?"

Thorax nodded.

"Your yelling was a bit loud, and I do come down here from time to time... Helps keep my mind relaxed."

Dash immediately felt a shot of guilt.

"Oh.. I'm so sorry.. I heard about what you have been going through... And I..."

Thorax put his hoof on dashes mouth, stopping her from talking.

"Don't apologize. It isn't your fault. Too many ponies and Changelings have already tried to feel sorry for me."

Dash didn't expect that kind of response. Thorax was the kind of changeling that would be horrified and broken by what Neighsay and his allies were doing, especially to non ponies. For him to just shrug off Dashes apology surprised her.

"Thorax... I once thought that all changelings were evil, but you proved me wrong... And after hearing about what Neighsay is doing to them..."

Thorax cut Dash off again.

"Shining Armor told me the same thing! I'm tired of being treated like the weak and cowardly one around here!"

Dash backed off a bit.

"My brother was right, I do need tougher skin. And ponies like you always feeling sorry for me isn't helping! In fact, maybe you should be blaming my bitch mother for ruining our image!!!"

The sudden outrage had Dash at a loss for words. Normally she would fight back after an outrage like that. But this was Thorax of all creatures who was yelling these things. Never had he spouted such things, calling his own mother such a horrible name was very unlike him. Though shortly after his outburst, Thorax began to calm down.

"I... I should go now..."

He turned around and walked back down the hallway. Dash frowned and looked back at the training dummy. Now with much sorrow rather than anger.

"Are these the same ponies I remember...?" Dash asked herself.

Twilight had just gotten word from his brother that he had just finished with something very important. Upon reaching him, she was greeted by a large monitor, similar to the one that Capper had back at his safe house.

"Glad you came Twilight. I was finally able to get the transmitter working. Capper was able to send over some working replacements for parts that were busted."

It was good to know that Capper was actually being truthful about helping this time.

"I also managed to get in touch with Ember, however she was a bit reluctant to accept contact at first."

That was certainly good news.

"Should I get Thorax?" Twilight asked.

"I don't think that's a good idea right now. He isn't exactly in the best mental shape right now."

The Alicorn was hoping that he would be getting better, though that seamed like it would take longer than usual.

"Well we can still tell her that the Changelings have survived."

Shining Armor nodded, and powered up the device. Lights on the console flickered on and off, and the screen lit up, displaying a blue line that raced horizontally across the screen. After a few moments, a display of a large cavern with several gems appeared, and in the middle of it all stood ember.

"Well.. Look who decided to reach out! Do you have any idea how difficult it was to get this damn pony tech to work?!"

Shinning armor understood her struggle the most.

"Believe me Dragon Lord, I had to get replacement parts from Kludgetown."

Ember didn't get less agitated.

"You better have a good reason for contacting me! Thanks to your little ENA, ponies are now hated worldwide! And it isn't just Dragons either! Yaks, Hippogriffs, and all other non ponies hate you now!"

Shining didn't reply.

"Ember, we don't support Neighsay or his actions. He is actually hunting us down, especially after we rescued the Changelings."

"I don't believe that! As far as I'm concerned, all the Changelings were murdered by the NEM!!"

"That's not true..."

A voice came from the door. In stepped Pharynx, who just heard what Ember just said.

"Several of us has survived, including me and my brother, though we are not in the best state."

Ember was surprised.

"Thorax is... Alive...?"

She shook her head, trying to remain focused on her current predicament.

"Focus Ember... You're at war."

Pharynx wasn't fooled however, as he clearly heard what Ember said before. Twilight and Shining Armor heard her was well.

"Listen Ember," Twilight said.

"You are one of the last beacons of hope against Neighsay. We can help sabotage the war efforts here against the dragon lands. We just need..."

"Stop right there." Ember interrupted Twilight.

"We are in no position to send aid. The NEM attacks us on a regular basis. My own father had to come out of retirement just to keep them at bay!"

"We understand your struggle." Pharynx claimed. "My brother is still feeling horrible about possibly losing Ocellus. Chances are her friend Smolder is likely safe with you."

"Smolder's not here." Ember stated.

"We are pretty sure that she was killed along with the rest of her friends."

Twilight felt a jolt of sadness hit her. The young six were some of her best students, and the fact that no one knew what happened to them yet made her even more depressed.

Suddenly, another dragon came into view on the screen, who had burn marks and other injuries.

"My lord! The NEM have sent more ships to bomb our shores!"

The room Ember was in shook with great force.

"Rally up those who are combat ready! I'll be there shortly!"

"Yes dragon Lord!" The dragon saluted and flew out.

"See? This is what I have to put up with! We cannot talk right now! Have to defend the coastline!"

The screen then went blank, and the room was silent.

"You think Ember will be able to get back to us?" Twilight asked.

"I don't know." Said Shining. "But as long as they are still standing, Neighsay will keep attacking. The Dragon lands must not fall."

Twilight was in her bed when she heard the door open, in came Rainbow dash and to her surprise, Braeburn.

"Braeburn? I thought you were out scouting."

"I was, however I ran into two ponies who might be able to help out here."

"Yeah! They knew Pinkie Pie and Rarity back before all this happened. Braeburn bought them in, lets go meet them!"

The three ponies ran out into the hallway and down the corridor. When they arrived in the entrance to the hideout, there were two ponies waiting for them.

"Princess Twilight! It's truly an honor!" The mare shook hooves with the princess.

"Thanks. Now who are you two?"

"I'm Saffron Masala, and this is my father, Coriander Cumin."

A taste of death

Everyone who was in the hideout was sitting at a large dining table, enjoying the diner that saffron and her father made for them. It had been quite sometime since most of them had a quality meal, and the curry was more than enough to satisfy.

"This food is amazing Saffron! You did a wonderful job."

"Thanks Princess." Replied Saffron. "We haven't gotten to cook properly after we had to leave Canterlot."

Dash then looked in Saffrons direction.

"Pinkie pie and Rarity told us that you used to own a restaurant there. What happened to it?"

Cumin frowned. "The tasty treat soon became one of the top 5 most visited restaurants in Canterlot. This made Zesty Gourmand furious. And once she became high inquisitor, she ordered to have the NEM shut the place down!"

Shining Armor wore a puzzled look on his face. "I understand that the Neighsays major allies hold alot of power, but shutting down a restaurant just because it's popular? That sounds very petty."

Saffron just grew even more sad. "There were protests against her actions, and they were all put down with excessive force and brutality."

Pharynx then spoke up. "Well that just goes to show how much of a bastard Zesty is. This food is way too good to replace whatever garbage she puts in her mouth."

Rainbow dash chuckled a little at Pharynxs statement, which prompted a smile from him.

"We are glad you are enjoying it." Cumin said.

"We are surprised that Changelings are even able to eat pony food."

Saffron jabbed her dad in the side.

"Father! That's no way to speak to our friend here!"

"It's fine, really." Pharynx said. "We get that from alot of creatures, ponies included."

Thorax was just looking down at his soup, stirring the spoon around the bowl.

"Hey... Are you not happy with your soup?" Cumin asked.

"No. It's good. Sorry if I don't look very appreciative. All of what's going on is taking a huge toll on me."

"Yeah. My brother isn't the toughest of Changelings, and when he found out about what Neighsay did to our hive, he was traumatized." Saffron was going to ask what happened, but figured that was a bad idea.

"So... This, Zesty Gourmand... The same bitch that tortured my brother and killed several of my subjects. She is now after you?" Thorax asked.

Saffron and Cumin both nodded.

"We didn't just come here to hide from her, we also have important information regarding her." At that moment, everycreature stopped eating thier dishes and looked at the two.

"What do you know about her? Does she know where my friends are?" Twilight asked.

"She might." Saffron stated. "We do know that she is attending a meeting at Wheatley estate, just north of here."

Shining armor had an idea where this was going. "So... You're suggesting that we infiltrate the estate, and try to get information from Zesty..."

Twilight jumped at the opportunity. "I say we do it! We might even be able to kidnap her for interrogation!" Pharynx smirked at the thought of that, giving Zesty a taste of her own medicine.

"We have a window of opportunity, lets take it!" He stated.

"But first," Dash said, "Lets finish our dinner."

Shining Armor, Pharynx and Twilight were all walking up a hill. They had just hid the auto carriage behind some bushes, and they were going to a vantage point to get a good look at Wheatley estate. Once they reached the top, the manor was in view. It was a fairly large building, similar to filthy rich's manor back in ponyville. Only this one had a large plaque over it's main doors that showed a bushel of wheat. If they had to guess, the owners of this place were grain farmers.

"Do you ponies have a family for every kind of food you eat?" Pharynx asked.

"I mean you have an apple family, a pear family, and now there's a wheat family?"

Twilight looked at pharynx with confusion.

"How do you know about the pears?"

Pharynx then sighed. "Ocellus told us... She learned it from professor Applejack..."

The mood dampened a bit.

"We need to focus." Shining stated.

"Twilight will sneak inside and find the high inquisitor, once the time is right, she'll use these special darts to knock her out without killing her."

Shining Armor levitated some darts that contained a specialized serum, as well as a device used for firing them. Twilight took them and put them away.

"I'll head inside as well." Pharynx stated. "There isn't as likely to be that many inquisitors inside other than the ones guarding Zesty. So I can take on the form of a butler or another staff member."

Shining armor nodded and wished them luck.

"Whatever happens, be sure to return safely and with any useful assets you can bring."

Mrs. Wheatley was pacing back and forth across the room. Nervous about Zestys arrival.

"There are so many ways this can go wrong! What if we are accused of hiding non pony refugees!?"

Mr. Wheatley put his hoof over the shoulder of his wife.

"Calm yourself. The only ponies in here are us and the staff. There isn't a single...."

Just before he was able to finish his sentence, Mr Wheatley was interrupted by the door opening. In stepped Zesty gourmand, and two other inquisitors standing at both her sides. She wore a blood red robe with a badge that dawned the NEM insignia. Many interrogation tools could be seen under the cloak, and a stern look was on her face, indicating that she took her job very seriously. The look was enough to send fear into the hearts of any non pony. Mr and Mrs Wheatley turned to face thier guest.

"High... High inquisitor..!" Mr Wheatley said, clearly showing signs of nervousness.

"Hope the trip here was alright." Zesty looked around the room.

"Going to a rural area like this is appalling to me. But business is business..."

The high inquisitor made her way to a table in the middle of the room and took a seat, with her two guards taking the seats next to her. Mr. and Mrs Wheatley sat in front of the three.

"Now. I understand that you want to sell your bread and other grain based goods in Canterlot. Only the food that has my approval can be sold there, so I assume you prepared a sample for me?"

Ms. Wheatley nodded, and a waiter came into the room with a loaf of bread on a platter. He placed it in front of Zesty, and quickly ran off. The high inquisitor cut herself a piece of bread, spread some butter on it, and took a bite. Mr Wheatley and his wife watched nervously. After a few moments of chewing, Zesty felt quite pleased with her food.

"I am rather surprised." She stated. This bread is rather exquisite, although...."

Zesty was going to finish her sentence, but begun to feel light headed. She put her hoof to her forehead, showing signs of dizziness. Five seconds had passed before she passed out, which led to her two inquisitors drawing their guns and pointing them at the Wheatleys.

"You two plotted this! What are you up to!?"

"Please!! We didn't do anything! Honest!"

"I don't believe them!" Claimed one of the inquisitors. "I bet they are working with the Changelings! Or maybe the dragons! You two will have alot to answer for!"

Before the inquisitors could arrest the Wheatleys, the waiter came back into the room, and swiftly knocked out the two of them with a platter.

"What are you doing? Do you have any idea how much trouble we are in?" Mrs Wheatley asked the waiter.

"Don't worry about it. I'll take care of these three." The waiter then was engulfed in magic before becoming Pharynx.

"Just remember, it was a changeling that saved you two."

Before the Wheatleys could speak, each of them was hit in the back with a dart, knocking them out instantly.

Shining Armor was standing outside a room when Twilight came to see what they had prepared.

"Glad to see the mission went well. Shame about what happened to the Wheatleys, but at least we didn't have to kill them."

Twilight was glad about that. She wasn't sure if she could live with killing any creature that was innocent. The two walked into the room to see Pharynx shackling Zestys forehooves upright. She had just regained consciousness, and saw both Shining and Twilight in front of her.

"You..! You're the ones behind the incidents at the changeling hive and kludgetown, aren't you!"

"Lucky guess." Pharynx stated as he walked in front of zesty.

"You have committed horrible atrocities against our kind Zesty, my brother is suffering from severe mental issues because of you!"

Zesty only continued to glare.

"Your kind nearly destroyed Equestria! Turning all of us into feeding vessels!"

Pharynx continued to hold in his anger.

"You helped Neighsay kidnap my friends! So where are they!?" Twilight demanded.

Zesty only spit in Twilights face.

"When Lord Neighsay finds out about this you will all be publicly executed!"

Unfortunately for Zesty, Rainbow dash was walking past the room when she saw Zesty spit in Twilights face. She lunged at her in rage and started punching her face.

"Where's Pinkie Pie!? Tell me right now you bitch!!"

Shining forcefully pulled Dash away from Zesty with his magic, and held her back. Dash tried to break free and continue to assault Zesty, but eventually she stopped trying.

"Are all your friends as barbaric as she is? I know that Pinkie Pie was nothing more than an uncivilized animal."

Dash attempted to attack Zesty upon hearing that, only for shining to take her out of the room. Even though Dash had already given Zesty a black bruise on her face, she wasn't satisfied with it.

"Uncivilized?" Pharynx said.

"As far as I'm concerned, you tortured, killed, and broken several of my kind! As well as kept them in the most unsanitary of conditions! You are in no position to claim that anycreature is uncivilized!"

Zesty only scoffed.

"I'm the high inquisitor! I'll make any judgments I want! Nothing you can do will break me!"

Shining armor came back into the room smirking.

"I thought you might say that. So I bought somepony you might recognize."

Out from behind a divider stepped Saffron Marsala, who did not look happy one bit.

"Zesty. You not only shut down my restaurant by force, but now you commit horrific crimes against not only equestria, but against several other kingdoms. Many of which would have loved to try my food."

Saffron then bought over a tray covered by a cloth. She removed the cloth, revealing a bowl of her Fathers cooking. Zestys eyes widened, as she knew what was about to happen.

"No...! You wouldn't dare!"

Saffron picked up a spoon, scooped up some curry, and bought it to Zestys mouth. She then forcefully shoved the spoon into her mouth and used both her forehooves to stop Zesty from spitting out the food. Zesty's head squirmed as the food filled her mouth. Eventually she has no choice but to swallow. When Saffron removed the spoon, Zesty gagged and coughed.

"Ready to talk now?" Twilight asked.

"Go to Tartrus!" Zesty shouted.

Saffron shoved another spoonful into her mouth upon hearing that, repeating the process. After being forced to swallow yet again, Zesty felt greater levels of disgust.

"How pathetic.." Pharynx taunted.

"You used all sorts of knives, saws, and needles to torture my subjects, yet you can't even handle some simple food?"

Zesty wanted to curse him out. But she couldn't muster the strength to do so. Pharynx decided to make the next round a bit interesting. He formed some saliva in his mouth, and spit into the bowl, prompting Saffron to take a spoonful right where it landed. Zesty's eyes began to tear up.

"Open up! Time for the main course!"

The room was full of boxes and barrels that contained supplies for those who resided in the bunker. Thorax was lounging inside an empty box like it was an empty bathtub. His legs were sticking out over one end, and his head over the other. If sadness and stress didn't cloud his mind, then boredom sure did. He fiddled with an odd looking gem that he found stashed away. It made him think of ember, more particularly the time when she was eating the walls of Twilights castle. Funny enough, he was actually there in the castle when that was happening. Only thing was, Spike was trying to keep the two apart due to fear of differing personalities. Ironically, it was those personalities that bought them together. That thought made Thorax both happy, and sad.

"I'm sorry Ember.... You probably think I'm a failure for letting the hive fall... If only if I was more like you...."

He held the Gem close to him and felt more sad. Only for those feelings to be replaced by fear when he heard a crash come from the hall. Thorax got out of the box and grabbed a plank that he hopefully could use as a weapon.

"Who's there...?" Thorax asked. No response. He walked over to the doorway slowly.

"He.. Hello..?" He asked again.

Much more nervously than before. No response. Once he got to the door, he quickly jumped out into the hall with the plank raised ready to strike, but there was nothing there. But rather than breathe a sigh of relief, he began to feel more nervous.

"Am I.... Going insane..?" Thorax asked himself.

He walked back into the room and put the plank on a shelf.

WHAM!!

Thorax was suddenly pushed to the floor against his will. He turned over and forcefully kicked whatever hit him. To his horror, it was Zesty. How did she break free? She charged at Thorax and pinned him to the floor. Zesty held a knife which Thorax tried to keep away from him. He managed to knock Zesty away, but not without getting slashed across the face by the knife.

Thorax grabbed the plank from the shelf and swung at Zesty, only for him to miss and throw it across the room. Zesty then grabbed Thorax by surprise and was able to slash off a portion of his antlers. Thorax screamed in pain, and the two fell to the ground. Thorax grabbed the plank from the side, and hit Zesty on her back, causing her to get staggered. Thorax grabbed the knife while she was distracted. He looked at Zesty, and the knife.

"What do I do?" Thorax thought to himself.

Zesty soon recovered and Thorax held the knife pointed at her.

"Stand... Stand back..!" Thorax warned. He backed up slowly, still holding the knife. Zesty could see the fear and hesitation in his eyes.

"Ha! You think you can scare me? Look at you! You're clearly trembling in fear! You don't have the guts to kill me!"

Zesty moved closer to Thorax.

"I've been waiting for the day I finally get to break the changeling leader. But given the circumstances. I might just kill you instead!"

Zesty raised the plank, ready to strike Thorax down. Out of desperation. Thorax tackled Zesty and stabbed her shoulder. Zesty was shocked at how quickly Thorax responded. A voice began to speak inside the mind of Thorax.

"What are you waiting for Thorax? Kill her!"

Thorax hesitated, he had never killed another creature before.

"She killed Ocellus along with several other innocent creatures! Kill her before she kills you next!"

The voices in Thoraxes head only got louder. Fearing for his life, Thorax stabbed Zesty again. But that wasn't enough.

"Kill her you fool! Make her pay!"

Thorax stabbed again, and continued to stab. Zesty went from a look of anger and disgust, to one of fear.

"Stop..! Please! I surrender!" Zesty pleaded.

Thorax didn't stop. He continued to stab, his heart pounding as he did so. Zesty eventually stopped screaming, and fighting, and moving...

Blood was everywhere, painting the room in a crimson red. Thorax stopped to look at what he just committed, still holding the knife. He was still shaking tremendously, which caused him to drop the knife. As it hit with a clang on the floor, he looked at his blood soaked hooves.

"What.... What have I done...?!" He asked himself.

Here right in front of him, a dead pony. Killed by his own actions. Never before had he commuted such a deed. Even though it was in self defense, the shock was still too real for Thorax. He backed away from Zestys corpse, with tears forming in his eyes, and sat against the wall. Eventually, the waterworks began to flow, and Thorax started sobbing uncontrollably.

Water was hitting the shower floor, making a wet rain sound as it did. Thorax was seated in the middle of it, letting the water hit his back. He was able to wash off most of the blood, but the scar that Zesty gave him remained. There was no way Thorax could wash away all the evidence of the attack, or the guilt he felt from it. He shut off the water, dried himself off with a towel, and headed to his room. There he sat down on his bed, not knowing if he would be able to sleep knowing what had just happened. His train of thought was interrupted when he heard Shining Armor call from the doorway.

"Thorax? Are you ok?" Thorax didn't respond.

"I heard you and just wanted to...." Shining Armor stopped when he opened the door and saw that part of Thoraxes left antler was missing. Upon seeing that. He ran to him.

"Thorax! What happened to you?" Shining Armor tried to get a better look at Thorax, but he tried to hide his face once he came over.

"I.. Don't want to discuss it.." Thorax claimed.

"You're hurt Thorax! Let me see what happened."

Reluctantly, Thorax turned to face Shining, revealing his scar.

"Thorax... How did this happen?"

Thorax felt himself turn slightly pale, what would Shining Armor think of him now that he killed a pony?

"It.. I... Well..." He hesitated. A sense of fear and sadness building up in him.

"Did something attack you? You're clearly trembling from what ever happened, so what was it?"

The terror continued to build in him. Thorax was getting more and more fearful of how Shining would respond.

"You're scared Thorax, it's ok, you can tell me."

At that moment, Thorax couldn't hold it in anymore. He burst into tears.

"It.... It was Zesty.." Thorax sobbed.

"I was in some storage room until... She attacked me."

Shining Armor was shocked.

"Did she get away? Oh no... She will tell Neighsay where we are hiding!"

"No..!" Thorax claimed, tears still in his eyes.

"She didn't escape the hideout... Because...I...I...."

Thorax hesitated to say what had happened. The action was still fresh in his mind.

"I....killed her..."

Thorax let put even more sobs.

"She..she was going to kill me shining! I had to defend myself... I didn't want to do it, but my thoughts kept saying..."

Shining Armor interrupted Thorax with a hug, and positioned himself so that Thorax could hug back, which he did.

"It's ok Thorax. I'm not mad at you."

Thorax was confused at Shining's claim.

"How are you not mad? I killed one of your kind! I'm... I'm a monster!"

"No you're not. Zesty would've done something disastrous to our cause if she got away. Plus none of us want to lose you."

Thorax didn't seem to be getting any better. He was still sobbing, and the looks of fear and sadness were visible just by looking into his eyes.

"But.. What have I done here besides feel sorry for myself? I'm just a burden to you.. Pharynx is much more useful than I am..."

At that point, Shining began to see things much differently. Thorax didn't exactly have the best upbringing. He was likely abused by several of his peers as a child, especially by Chrysalis. Now that he ended up in a life or death situation. He was forced to do something that he never wanted to do, and that something traumatized him to a point where it would take alot of time to recover from.

"Thorax, I'm deeply sorry that you had to go through all this. You're more important to us than you think you are."

Thorax looked at Shining, his face still full of misery.

"You are the one who bought all the changelings together. Think of how devastated we would all be if you were to be taken from us."

Shining and Thorax let go of one another, in an attempt to have a more face to face conversation.

"Listen. We have tried to offer our help, and you kept turning us down. It's ok to ask for help Thorax, especially now that you are suffering physically and mentally. I want you to come to me, or any of us for that matter, whenever you are hurt. Will you do that for us?"

Thorax looked down at the bed. Desperate for some comfort.

"O.. Ok shining...."

Another hug was exchanged between the two. Afterwards, thorax lied down on his bed, facing the wall. Using his magic, Shining Armor pulled the covers over Thorax, and ensured that he was comfortable.

"I'm going to stay here until you get better. I'll also be sure to tell everyone about what happened. They will understand Thorax, trust me on this."

Thorax didn't object. He just wanted the pain to stop.

"Shining?" Thorax said. "Thank you.."

As Thorax drifted to sleep, Shinning put his hoof on Thoraxes shoulder.

"You're welcome."

The dig

Maud and Shining Armor came up to what appeared to be a cliff lodged into the side of a hill. It wasn't a landmark by any means, as with all the trees, rocks, bushes, and all the other things that dotted the terrain. Shining didn't see any hidden switches, levers, or anything that could suggest a hideout was nearby. This was after he had looked under every nook and cranny.

"This is it?" Shining asked.

Maud nodded in agreement. This only puzzled Shinning, but before he could ask anymore questions, Maud threw a well placed punch into the wall, causing a part the wall to crumble down. A cave was then revealed, which answered several of Shinning's unasked questions. Once the two ponies stepped into the dark tunnel, Maud hit the wall again, sealing the door.

"Don't worry. I know where the exits to the surface are." Reassured the grey mare.

The cave was dark, but thankfully Maud carried a flashlight with her, which made the illuminate spell that Shinning had just cast partially pointless. The white stallion wondered if Maud had dug up these tunnels herself, or if they were simply natural. At the end of the path that the two were following, which consisted of several turns and branching pathways, they wound up in a large cavern. There were multiple lit lanterns around the room, making it much more easier for the two to see. There was an average sized pond in the middle of the chamber, indicating that this was a grotto.

Several kinds of camping gear could be found to the left of the pond, including some bedrolls and tents. Most of them however were very dirty, and ripped in several places. What caught Shinning Armors eye however, was that there were a few creatures living down here, many of which had a few injuries.

"How many refugees do you have down here?" Asked the unicorn.

"Six. Three earth ponies, two dragons, and one griffon."

None of the creatures showed any sign of hope. If Shinning had to guess, they had all escaped the Rock farm, Mauds former home.

"Is.. Is that Shining Armor..!?" One of the ponies asked nervously. The white unicorn stepped forward and nodded.

"I am. Maud told me what happened...." Before Shining could finish his sentence, the pony was at his knees hugging the unicorns forelegs.

"Oh thank Celestia! I thought for sure that Neighsay killed you and all the others...!!" Shining felt rather uncomfortable with how clingy the earth pony was, especially with how dirty he was.

"Tremblehoof, please don't harass the guest." Called out one of the other earth ponies.

"Oh.! I.. I'm sorry...!" Tremblehoof then went back to join his fellow refugees.

"He's a very unstable pony." Maud stated.

"He's been going through severe trauma and other mental problems ever since he escaped."

Shinning was instantly reminded of Thorax. While Tremblehoof was certainly more energetic and hyper than the former changeling king, they both had suffered the horrors of this world, to the point where it had taken a toll on their mental health. Shining walked over to the two dragons, who were both trying to comfort each other. He also noticed a small scar on one of their bellies.

"What happened to you?" Asked the white unicorn.

"I.... I was accused of eating the gems that.... The slaves were mining.. Which led..."

He was stuttering clearly nervous about mentioning what had led to the attack. Which prompted the other dragon to speak up.

"We dragons have to eat gems in order to survive. The NEM don't care though, so if we try to eat some... They will try to cut it out of us... Using saws and other devices...."

Shining was both disturbed and repulsed by the fact.

"And they do this while you are conscious?" The two dragons nodded, still shaken by whatever horrors they experienced prior to his arrival.

Maud came over and offered one gem to the scarred dragon. Which he slowly took and ate.

"While I am not completely thrilled by the concept of eating rare minerals, I won't let any creature go hungry. Especially after what they did to my family."

Shining Armor then remembered how much of an expert Maud was on rare minerals. Having seen several of them in NEM possession, it would be very helpful to know more about them.

"Maud, can you tell me anything about this crystal?" Shinning removed the clip from the rifle and handed it to Maud. After getting a good look at the mineral, she handed it back and spoke.

"It's a sample of lazgesium. A rock with energetic power stored inside. The energy cannot be let out through normal means such as hitting it with a pickaxe."

"Are these things found on your rock farm?" Shinning asked, wondering if that was the source of the crystals.

"No. This is a sample of energedite. They can only be found in the crystal empire. Each rock has a focused electrical energy inside that cannot be extracted by mining or any other common methods."

Maud pointed to Shinings rifle.

"That weapon you have there is most likely used to harness the energy and shoot it out at its target."

"Do you know of any other devices that use it?" Shining asked.

"No. Though I'm certain the NEM has a few we haven't seen yet. I haven't really left this area after the fall of ponyville."

The fall of ponyville... Shining was still on the run from Neighsays goons when that battle happened. He didn't know exactly what went down during that event.

"Maud. Were you in ponyville when it fell?" "Yes. Though I didn't experience the attacks first sight. I did hear them." Maud took a seat next to Shining.

"I was in my underground grotto when it happened. The cavern ceiling began to shake as the hooves of the soldiers ran across the surface. I heard the screams of ponies and magical projectiles being shot. Thankfully I was never fully discovered, as I sealed the entrance to my hideout as the attacks were happening, one of the advantages of living underground. However I did grab what I could and dug out a tunnel leading away from ponyville. Once it was safe enough to resurface, I came up and saw that the small village had changed drastically. Several of its iconic buildings and landmarks were damaged or destroyed completely. I could see the soldiers taking several prisoners, which I predicted as the population of ponyville doesn't usually put up a fight. I made my way to my families rock farm in the hopes that they were ok. Unfortunately it seamed like I was too late, the soldiers had already gotten there. I could tell because Holders Boulder was gone."

"Holders Boulder?" Shining Armor asked.

"It was a giant egg shaped rock that my sister, Limestone, found and guarded aggressively. We weren't entirely sure what was inside it, or why Limestone was so obsessed with it, but it must have attracted the attention of the NEM. Chances are that Limestone tried to fight them over it, most likely resulting in them killing her, or arresting her."

The two ponies hoped that it was the ladder, but given how cruel the NEM was, it was likely that Limestone didn't survive the initial contact. Then again, the NEM did love to torture and imprison their opponents, both for fun, for information, and to set examples.

"Maud. I'd like to let you know that you are not responsible for the fate of your family. In fact your sister Pinkie is still alive! Me and Twilight..."

"Twilight?! You mean Princess Twilight..?!" One of the distraught earth ponies exclaimed in excitement.

"Yes. My sister in fact."

Maud turned Shining armor to face her, grabbing his attention.

"You said Pinkie was alive as well. Where is she?"

"I was just getting to that. Pinkie is being held at the fortified base just outside the rock farm. I sent Twilight and Rainbow dash to bust her out."

"Dash is alive as well?" The griffon asked, prompting Shining to nod.

"Neighsay lied then! He claimed that Twilight had sold out all of equestria to the other kingdoms! I knew that wasn't true!"

One of the ponies then spoke up.

"I was a student at the school of friendship, and Rainbow dash was one of my professors! One of the ponies that went missing before that bastard Neighsay took over!"

The tone in the room went from sad and hopeless, to riled up and angry. Everycreature save for Maud and Shining, wanted to rip apart Neighsay for destroying their lives, and splitting them from their friends.

"Lets go. I know the direction of that place you mentioned. You can't mine through the metal building by normal means, but i know a trick to get past it."

"We're coming to!" Shouted one of the earth ponies.

"We want to see professor Pinkie again! And to buck some NEM soldiers for kidnapping her!"

"Everycreature. I understand that you are upset and excitement about our sisters. But you are in no condition to be fighting."

"We won't just sit back and wait for Neighsays goons to kill us! We are taking the fight to them and if we die, so be it!"

There was clearly no point in trying to talk them out of this. They were determined to taking down this base, even if a bit foolish.

"Well we could use the extra creature power. Besides, taking over a fortified stronghold could pose a major threat to Neighsays power, and make him realize he isn't invincible."

Everycreature in the room was eager to set off, and Shining didn't feel like arguing.

"Very well. Get any proper equipment you can carry, and we will get going." The white unicorn turned to face Maud.

"You know how to get in right?"

"Yes. Just stick by me, I'll carve out enough tunnels that will allow us to enter the facility from the basement level. From there we can work our way up."

Tunnel after tunnel was dug and dug into by Maud. Her experience as a rock farmer had made her more than familiar with how to dig up cave networks. The 6 refugees and Shining followed behind her, all armed. Yet the lack of proper weaponry, minus Shining, made the group look more like an angry mob rather than a military squad. Still, they were ready for and anticipating a fight with several NEM soldiers, hoping to rip them apart for their crimes. Maud led the team through a series of caves and tunnels until she came to a stop. Feeling the wall with her hoof, she wiped off a slab of dirt, revealing a piece of metal that was used in the NEM buildings.

"We're here. Behind this wall is the stronghold. Once we get past it, we will be underneath the facility."

Maud reached into her saddle bag and pulled out that appeared to be some sort of long metal pick. She lined it up with a weaker part of the wall, and slammed it with her hoof, emitting a loud clang which rattled the eardrums of everycreature. More metallic sounds of metal scraping and hitting each other continued until a hole in the metal was created.

"Everycreature wait here. I'm going to dig out a room underneath the basement. Once I'm done I'll let you know."

The crew waited behind while Maud went to digging, Shinning making sure that everycreature stuck together. After what felt like a good 7 to 8 minutes of waiting, Maud returned, and bought the squad into the doorway of a sizable room, only held up by stone support beams, which had explosive devices strapped to them. Maud held out the trigger to those explosives in her right hoof.

"Once I press the button, the room will collapse, along with the room above it. We will be able to dig into the room above, and enter the compound. I Chose a room in which there will be some guards, so the will be buried under the rubble."

Everycreature, Maud included, backed away from the room to make sure they weren't caught in the blast. Once they were out of range, Maud hit the switch, and the room was lit up with loud booms and flying rocks. While the pillars had crumbled, the room was still intact.

"Was... This part of..." Shinning's was cut off as large cracks formed in the ceiling each emitting a loud noise as they formed. After several moments, the room caved in. Everycreature covered thier eyes to keep the dust and dirt at bay.

"Nevermind. That was supposed to happen."

As the dust settled, a large opening in the ceiling revealed a decently sized room, with piles of rubble below it. The refugees noticed a couple of NEM heads sticking out, which prompted them to jump in front of Maud and shining, and beat them in. They ripped off their helmets and bucked, punched, clawed, and did whatever harmful action they could to the trapped ponies. The dragons proved to be especially damaging, as they breathed fire on the already wounded officers.

"This is for all the pain you've caused to us you tyrant!!"

Shinning and Maud moved past the others, climbing into the near floorless room. Once they were in the hallway, they noticed a small squad of guards rushing at them. Maud slid under one of them and bucked him into the ceiling, before focusing her attention to the others. Shinning distracted them with laser fire, aiming for the head in an attempt to blind them. However it didn't take long before Maud was finished taking care of the other guards.

"Their armor is tough, but I've managed to find a way to damage it."

Maud went over to Shinning Armor, and showed her a pair of horseshoes that she was currently wearing. While Shining did notice that Maud had put on some equipment before heading out, he didn't get a good look at it.

"These are made out of dialac. A very strong of gem. It's one of the only minerals that can break NEM armor, which is made from Crimorite."

That must be what Twilights blade is made out of as well. Considering it could also break NEM armor. The other creatures caught up to maud and shining, and upon seeing the dead soldiers, took thier rifles and other equipment they could get thier hooves (Or claws) on. They also took the two bodies back to one of the empty rooms, probably to inspect them further.

"We better move, it's only a matter of time until..."

Before Shinning could finish his sentence, an alarm went off.

"They.... Know we are here..."

Maud and Shining ran through the halls looking for Rainbow and Twilight, hopefully they were able to free Pinkie Pie before their arrival. When the white unicorn and gray earth pony turned a corner, they saw an open door with blood coming from the adjacent room. It caught the duos interest, prompting them to run to it, inside was a disturbing sight. There was a pony standing over a corpse, but it wasn't Rainbow dash or Twilight, it was Pinkie. He mane was straight and deflated, which usually meant she was depressed.

"Pinkie Pie!" Shouted Shining Armor.

The two rushed towards her, fearing the worst. Pinkie didn't respond to the two, as her focus was on the pony bleeding out. Maud got a good look at the pony once she got close enough, it wasn't rainbow or Twilight like they had feared, it was the corpse of an NEM officer. Only his chest was torn open, and Pinkie was eating the flesh that it contained. Shining Armor wanted to vomit. Seeing one of Twilights closest friends resorting to cannibalism was too much for him to bear. Maud went to pinkie to get her to stop eating, and upon doing so, a large creepy grin formed on Pinkies face.

"Maud! I'm so happy to see you again! You're just in time for a meal! Come on! Try some!" Maud held Pinkies head up to prevent her from taking another bite of the carcass.

"Pinkie what are you doing? This isn't good for you."

"Oh come on Maud! have you ever tasted another pony before? It's to die for!" Shining wanted to pretend he didn't hear that.

"Pinkie where are you?! We have to get out of here!"

The white unicorn recognized her sisters voice, and ran to the doorway.

"Twily! Pinkie is over here!" Hoovesteps stopped, then started up again upon Shinings call. Within moments, Rainbow Dash and Twilight came to Shinings location.

"Shining what are you doing here? Shouldn't you be watching our getaway?"

"I was, but then I ran into Maud, who was able to help me find another way in, figured you could use some backup."

Twilight was thankful that her brother provided another way out, but other problems were on her mind at the moment, primarily Pinkie Pie.

"What is up with Pinkie? She's.... Well...." Shining then pointed to Pinkie, who was trying to take another bite out of the dead pony, only to be stopped by Maud.

"Yeah I was about to tell you about that. Pinkie has.... developed a sort of cannibal mindset." Rainbow then interrupted the two.

"We can explain later, right now we have to go! Reinforcements are probably on the way right now!" Shining then went to the doorway and faced everypony.

"Maud dug out a tunnel in the basement, we can all head there and then seal it off so that the NEM don't follow us." All five ponies headed for the exit, with Pinkie being reluctantly pulled by Maud.

"Awww Come on! I wanted to finish my afternoon snack!"

Shining pretended not to hear that.

Author's Note

I procrastinated for a while with this one. Alot has been on my mind both regarding where I want to take this story, as well as ideas for other ones. That being said, I can't say for sure when the next chapter will come out.

Iron hoof

The ride back to the base was much more uncomfortable than usual. While the carriage was able to hold a maximum of 5 creatures, (as long as they were pony sized) the amount of creatures totaled to 7, causing 2 of them to have to sit on the floor of the back seat. While Pinkie, Rainbow, Twilight, Shining, and Maud were all seated accordingly, two refugees from Mauds base wanted to come along as well. Tremble hoof, one of the distraught earth ponies, and flare, one of the dragons, insisted that they come along.

The other four refugees stayed behind, killing as many NEM as they could. There was no way they could take the base on their own, but they did want to do as much damage as they could. Pinkie had her face glued to the window, looking at all the passing scenery.

"Wow...... You were right Twilight! This world does look better than my old dirty jail cell! I bet there are all kinds of tasty treats to try out there!"

Shining was hoping she was talking about actual food, and not the flesh of other creatures.

"Twily, what did you tell her?"

Twilight looked at Shining Armor with a nervous look.

"Well... Pinkie was imprisoned in a dark and filthy dungeon in the middle of nowhere, eating nothing but pony flesh. Yet she was somehow happy with her current state.. So to get her to wake up... I....."

Every creature save for Pinkie and Shining looked at her.

"Told her that there were more appetizing creatures to eat in our world..."

Rainbow Dash facehooved.

"Seriously? Now she's going to want to cook every non pony for dinner!"

Pinkies mouth watered upon hearing that, which caused saliva to drip from her mouth onto the window. Shining grew even more concerned. He wanted to glare at Rainbow for that comment, but was too focused on his driving.

The only other worry that he had was about Thorax. The changeling had already gone through so much trauma since he arrived, and now he was going to be in the same building with a pony that would not hesitate to cook him for lunch. He and Pharynx would have to devote extra time to make sure Thorax was safe and alright, even if he was a bit hesitant about receiving it.

Everycreature arrived at the base ready to get some much needed relaxation, save for Pinkie, who was still full of energy, and desperate for another bite of flesh. Maud however had put a straitjacket on the pink mare to make sure that she didn't harm any creature, or herself. The gray earth pony carried her on her back, and was going to take her to a more secure room.

"Uh question...?" Rainbow dash asked.

"Where were you able to get that straitjacket anyway?"

"The NEM always have some bondage materials laying around." Shining answered. "Whether it's shackles, chains, pillory's, or cages, they will use just about anything to keep their slaves bound and humiliated."

The crew had bought some of these devices back to the base as well should they capture anymore of Neighsays ponies. They had learned from the incident with Zesty that proper tools were necessary to keep prisoners.

Luna was waiting for their return once the crew got inside, and she was happy to see them.

"You've returned! And I see you have additional allies." At the sight of the indigo alicorn, tremble hoof ran up to hug her.

"Luna! Oh sweet Luna it's really you!"

"Indeed. You're safe with us here." Tremble hoof was certainly thankful that Luna was still around, as he hugged the ruler of the night for far longer than she would've liked given how dirty he was.

"Umm... You can let go now." The earth pony jumped back a bit at the request.

"Oh.. Of course your majesty!"

It felt like forever since Luna was referred in that way. She was instantly reminded of her sister, which made her feel a bit down.

"Luna, we managed to rescue Pinkie Pie. However...."

Twilight allowed for Maud to carry her sister over to Luna, which immediately caught the pink ponies interest.

"*Gasp* a wavy maned alicorn...! I bet she tastes like blueberries!"

Pinkie tried to snag a bite out of Lunas mane, which was futile given the straitjacket didn't allow her to move off of Mauds back.

"Pinkie, you are not eating any creature, and that's final. Now I'm going to show you to your room."

Pinkie ears dropped and a large frown formed on her as Maud carried her away.

"Is... She going to be ok? I know that Thorax has still been suffering mentally after his encounter, and if she sees him it will likely scare him even more."

Shining asked. "I was actually going to tell you about him." Luna said.

"He doesn't seem to be having nightmares anymore, plus Pharynx has been spending more time with him, and it seams to be helping him quite a lot."

Twilight smiled. "That's great news! You don't mind if I visit him do you?"

"I'm sure that would make very happy." Luna replied. Twilight and Shining Armor made their way to Thoraxes quarters, while the others stayed with Luna to get themselves settled in.

As Twilight and Shining opened the door to Thoraxes room, the noticed that it was not just Thorax who was present, but also Pharynx, and three other changelings. They were busy doing what appeared to be some sort of crafts. Thorax was also wearing a pendant with a heart around his neck, probably one he made himself.

"Oh, hi Twilight! Hi Shining! Care to join us for craft time?"

The two were rather confused at the statement.

"My brother organized several activities back at the hive, craft time was one of them."

Several boxes full of junk were laid across the room, nothing significant or useful, but there was alot of them.

"Where did you find all this stuff?" Shining asked.

"I've been down in the basement rooms for quite sometime. All the junk in these boxes weren't being used, so I decided to bring them up and do something with them."

The two ponies were a bit concerned that Thorax was spending so much time by himself in such a secluded area, especially since it led to him being attacked. But they were glad that he was able to find something down there to keep himself occupied.

"Thorax!" A voiced called from down the hall, which caught the attention of everycreature. A scared changeling came up and pushed his way between Shining and Twilight.

"Thorax! I was walking down the hall, and this crazy pink pony tried to take a bite out of me! She claimed that I would make an appetizing meal!"

Shining was hoping to keep Pinkies cannibalism away from Thorax a much as he could, but that plan already went out the window.

"There are ponies that want to eat us now?!" exclaimed another changeling.

"Please! Calm down!" Twilight exclaimed.

"Listen. Pinkie Pie has been a bit messed up in the head ever since we found her, but we are making sure she doesn't hurt anyone."

"Umm... Hasn't Pinkie always been messed up in the head?" Shining asked.

"Not like this!" Twilight responded.

All the Changelings in the room exchanged worried looks with each other, wondering if their safety was in jeopardy.

"Listen, Twilight here saved all of us from Neighsays cruelty." Stated Pharynx.

"Pinkie was likely being tortured as well, and this is just some of the side effects."

"Side effects...? Your brother was suffering from PTSD ever since we got here!" Shouted another nymph.

"Please calm down!" Everycreature in the room turned to face Thorax, who clearly got their attention.

"I know you're all scared, but we can't let fear get the better of us. Pinkie pie was one of the ponies who helped Twilight at the school of friendship. She may not look like it now, but she is a friend. We just need to let Twilight and the others find out how to cure her. Until then, lets stick together and try to make the best of what we have."

All the changelings in the room felt a sense of relief after that statement, as they all went back to their crafts. Pharynx requested Shining armor and Twilight to come over as he had some important information to tell them.

"Listen, half of Equestrias main hero's have been freed. Neighsay has certainly taken notice, and it's only a matter of time until everyone starts to question his motives. That being said, several ponies are still going to remain loyal to him, whether out of fear, or out of old grudges. Especially Ironhoof, his second in command."

Twilight hadn't heard that name before.

"Ironhoof? Who's he?"

"He's a cruel and merciless pony. Always wears heavy armor that can crush anycreatures skull with ease, and won't hesitate to do so if ordered. It's said that nopony, not even Neighsays highest ranking officials, has ever seen his face."

Griffonstone was never a very pleasant place, even before its assimilation into New Equestria. However, it was now more miserable than ever. Griffons were starving left and right, as most of their food was confiscated by the NEM for their war effort. Whatever scraps of food they could get was a miracle for them, and that was the case for one young griffon. Or it would've, if not for a tall menacing figure that approached him.

"And just what do you think you're doing...?" A dark metallic voice boomed, causing the griffon to drop his scone.

"I... I was just hungry... I haven't had anything decent in..."

"You know well that griffons are forbidden from eating out of the NEM's food supply..."

"Gordan! Run!"

Without thinking, Gordan dashed in the opposite direction, but was quickly caught by a large metal hoof between his chest, partiality crushing the young griffon. The large pony put his other hoof on Gordans head, and began applying pressure. The griffon was only able to let out a short scream before his skull began to crack, and eventually, was crushed underneath the large hoof, causing blood and guts to splatter everywhere. No one, not even the other NEM officials, stayed around to watch the killing, as they all knew not to get in Ironhoofs way.

As he was about to continue his patrol, Ironhoof heard his communication device go off. Every high ranking officer held one in order to stay in touch with other officials including high lord Neighsay. Ironhoof answered the incoming call, and surely enough, Neighsay was the one calling him.

"Ironhoof we have a serious problem. Twilight Sparkle and two of her friends have escaped custody, Rainbow Dash and Pinkie Pie more specifically."

"How? How could they have possibly awaken from their sleep state? Let alone have the willpower to escape their respective strongholds?"

"It's very likely that they were helped. Shining Armor and Thorax have yet to be captured, but even if those two were to find each other, it still would have been a stretch for them to break out three of the six elements."

"So what do you suppose we do my lord? Shall I relocate from my current assignment of pursuing Gilda?"

Neighsay thought about it for a moment before shaking his head.

"Not yet, Gilda is stirring up quite alot of trouble in Griffonstone, so it's likely that she's involved in all this."

"What about this.... Shadow Striker..?" Ironhoof caught Neighsays attention.

"Almost all of the recent attacks are connected to this strange mare."

"I've checked the Canterlot archives for information, and from what I uncovered, she was an assassin that would work in Lunas name. But after the banishment of Nightmare Moon, the shadow striker was a name feared by many ponies as it was rumored that she would hunt or even ponynap those loyal to Celestia. It was a large part of Nightmare night way before our time."

"Keep me informed my Lord. I await the day where the head of the Shadow Striker is mounted on a pike in front of Canterlot!"

"Of course. Dismissed Ironhoof."

Neighsay hung up and Ironhoof resumed his patrol.

"You'll meet your end soon Shadow Striker, no amount of strength or sorcery from nightmare moon will be able to match our superior technology...."

"I'm an NEM dumb head! All hail Neighsay! I'm too much of a dumb bigot to know what friendship is! All non ponies are on the same level as a maulwarf!"

A crowd laughed at the changeling, who was currently in the form of a NEM officer. Her also wore what was supposed to be an NEM officers uniform, however it was torn up quite a bit to make it look more unappealing, not that anything associated with the NEM was appealing to any creature.

"How dare you laugh! When Neighsay finds out about this he will...."

The actor was cut off when a tomato was thrown at him.

"Who threw that!? Which one of you dirty...."

More tomatoes were thrown at the actor until he flew off the stage in a raging fit. He then tore off the uniform, washed off the tomato sauce with a bucket of water, and changed back into his normal form. The crowd then all clapped the changelings the performance.

"Wow, didn't think that a changeling would be willing to play such a role." Twilight claimed.

"Oh trust me." Thorax chimed in. "This is a great way for all of us to get a laugh. An exaggerated look of the enemy is always funny."

While Twilight did agree with that statement, she began to wonder if killing all those ponies was necessary. Twilight had never taken the life of anycreature before Equestria became what it is now. Sure all those ponies were committing terrible acts against everycreature, ponies included, but was it moral to take their lives? No doubt they would kill Twilight, as well as all the others by her side should they be discovered. If anything, it was more of a case of self defense.

Twilight's thoughts were cut off however, when Thorax interrupted them. "Hey Twilight? I think you're seat is glowing." Alerted by the changelings notification, Twilight jumped out of her seat and checked her cutie mark. Just as she suspected, it was glowing, and that could only mean one thing....

"But.. Why?" Twilight asked. "Why would the cutie map be calling me now?"

No one in the room seamed to have an answer. Upon hearing of Twilight's summoning, all the other ponies checked their cutie marks to make sure they were being summoned by the map as well, none of them were.

"Surely this cannot be a simple friendship problem. Given what is going on. I wouldn't be surprised if there were a million friendship problems!" Exclaimed the purple alicorn.

"Maybe... The map knows how to beat Neighsay?" Suggested Shinning armor.

"Come on! You really think a map is intelligent enough to know how to overthrow a heartless dictator?" Pharynx exclaimed.

"The map has been right about alot of things before." Stated the white unicorn. "It did help Twilight and her friends defeat villains in the past."

Pharynx only scoffed. "I'll never understand pony magic..."

Luna then spoke up. "If the map is calling you now, then it must be very important."

"But, how am I going to be able to get to it?" Twilight asked.

"It's in ponyville! The NEM probably have access to it, meaning they probably already know that I'm coming! And even if I manage to get a look at it, they can just send a squad or two to where the map will send me!"

"I'm just glad the map still exists." Shining armor interrupted. "I would've thought that it would've been destroyed after the invasion of ponyville."

The room went silent for a moment, with everycreature thinking about what to do next.

"Well it's ponyville, so I know the layout in the back of my head, as well as every nook and cranny. The main entrance to my castle will likely be heavily guarded, but thankfully, it's right next to the school of friendship, which there are a few secret ways in." Twilight then looked at Shining armor.

"Do you think you can take me to the swamplands outside ponyville?" The Unicorn looked doubtful.

"I don't know Twily... That kind of terrain is not something that the auto carriage can handle."

"You don't have to drive through it. Just drop me off by the edge, and I'll go from there." Shining thought about it for a moment before answering.

"Well, we have done several risky moves before, it's nothing we can't handle. However, I'm going to go around to the front afterwards. Want to see if I can distract whatever guards they have posted while you are inside."

"So it's a plan then?" Asked Twilight.

Everypony nodded in agreement. Pharynx didn't even bother questioning the decision, as he wasn't going to get a satisfactory explanation as to how the cutie map worked, but he would at least be able to rough up some NEM racists.

Author's Note

I've been doing alot of real life things as of late, as well as brainstorming how to write the story further. Might be a while until the next chapter.

Trapped in the Past

"Twilight! Wake up!" Twilight woke to the sight of her assistant standing over her. She was feeling rather lightheaded, as she couldn't remember what had happened prior to this moment.

"where.... Where am I?" Spike wasn't hesitant to answer.

"We're at our house twilight. You know, in canterlot?" At that word, Twilight sprung up from her sleeping position.

"Canterlot?" She looked all around the room, and she recognized it was indeed her old home from when she lived in Canterlot for most of her life. What was she doing here? How did she get here? This was certainly strange, but when she looked at spike directly, she noticed something else that was off.

"Spike! Where are your wings?!" Twilight then looked at her back, and noticed that her wings were gone as well!

"Where are my wings?!"

"Uh.. Twilight. We don't have wings." Twilight was stunned at the response.

"What do you mean we don't have wings?, I'm the princess of friendship! I should be in my castle working on official business!" Spike just looked at her with a confused expression.

"The only business you have to attend to is for the upcoming Summer sun celebration in ponyville, which Celestia has tasked you with." It was at that moment that Twilight was able to put all the pieces together. Her old home, the missing wings, and to top it all off, the upcoming summer sun celebration in ponyville. She was back to where she was right before she moved to ponyville and made friends. But why?

"What... What happened to everything I've accomplished? Is it all gone now?" Twilight was starting to feel disheartened.

"Well you were out for quite awhile, sounds like you had quite the dream." Was that all twilights adventures and accomplishments were? Just a dream? No. Twilight was sure that they actually happened, and that this strange world was the dream.

"Spike. Pinch me." Reluctantly, Spike gave Twilight a pinch on the neck.

"Ow!" Twilight reacted quickly by applying her forehoof to where she was just pinched.

"Nope, you're still here. Look Twilight, just let it go. We've got to leave soon." Twilight came up with another theory, perhaps her, supposed dreams, were actually foreshadowing her future. Maybe she was meant to become the princess of friendship, make friends, and embark on all sorts of adventures with them. Twilight became hopeful. While it would take some time to reachieve all of her goals, she was sure they would eventually happen.

As Twilight stepped out of the chariot, she felt a strange sense of nostalgia. It was almost like stepping through a time portal, except it was a one way portal. Ponyville was still the same ponyville she remembered, but it felt so different. Focusing on the task at hand, she made her way to sweet apple acres to check on the food preparation. When she arrived, she was greeted by applejack.

"Well howdy there partner! Names applejack!" Twilight felt shaken at the fact that she had to reintroduce herself to applejack.

"Hello there. I'm Twilight Sparkle."

"Pleased to meet ya!" Applejack and Twilight walked over to where they were about to have brunch. Rather than be in a hurry to help the rest of the festival, twilight was more than happy to enjoy a meal with familiar acquaintances.

The day was going pretty well, after the brunch, she had been more than happy to socialize with the townsfolk. She also made sure not to eat too much pie this time around, as it was sure to slow her down. After a minute of inspecting the banners, Twilight heard a choir of birds singing. She followed where the singing was coming from and found fluttershy conducting the flock.

"Fluttershy! Glad to see you're getting the animals ready." Fluttershy turned to twilight in surprise.

"How... H.. H. How do you know my name?" Twilight had forgotten that Fluttershy had not yet met Twilight, at least in this world.

"I'm sorry, I forgot we haven't...." Before she could finish her sentence, Fluttershy had dashed away in fear. Twilight knew the reason as to why she fled, but it didn't make it any easier to take. She did have to start their friendship from scratch after all.

It was getting late, and twilight headed to where she would spend the next several years of her life, the Golden Oak library. Of all the memories she had, this place certainly held the most. The worst one being when it was destroyed by tirek. Thankfully she would be able to make certain adjustments during the coming battle to ensure its survival, even if it was a long way before it arrived. Her flood of memories and nostalgia was shortly interrupted however when the lights came on and party streamers greeted her along with a pink bouncy earth pony.

"Hi! I'm Pinkie Pie and I threw this party just for you! Were you excited as I am were you were you???" Rather than give her the shoulder and head upstairs. Twilight gave her a warm acknowledgement.

"Thanks Pinkie! This is wonderful!"

"You're welcome! It's only natural that the best party planner in Ponyville welcome every new guest with a welcoming party!" Twilight knew that things were going according to plan, or at least how she remembered it going for the most part. For now, she remained to enjoy the party at her once great home.

Everypony had gathered in the town hall for the rising of the sun. Twilight knew that this would be the moment where the stars would aid in Nightmare Moons escape, and she would appear before everypony to declare eternal night. Then twilight and her friends would journey through the everfree forest to find the elements of harmony and bring back princess Luna, who had been gone for a thousand years. Twilight waited in anticipation.

"Fillies and Gentlecolts!" Mayor Mare announced.

"To celebrate the annual summer sun celebration, please give a warm welcome to princess Celestia!" Twilight looked at the moon. Oddly enough, the mare in the moon was still there, why had it not vanished yet? Twilight turned to face the stage, and to her surprise, Princess celestia stepping out from behind the curtain. Eveypony stomped on excitement. Everypony, except for Twilight.

"Wha...? What is she doing here?" Twilight asked to herself. This wasn't how she remembered this day at all. She looked at the moon again. The mare in the moon was still present.

"It is time for a new day in Equestria!" Celestias horn lit with magic. The moon, with the mare still in it, began to decent. Slowly but surely, night turned to day, and the sun replaced the moon. Everypony stomped in excitement once more. Twilight on the other hoof was confused and disappointed. The summer sun celebration went perfectly according to plan, just not twilights plan. There would be no life changing adventure today.

Twilight was not feeling very satisfied with how the celebration went. To every other pony, it went extraordinary well. To twilight, it felt like her destiny was snatched away from her.

"Hey Twilight? How come you aren't feeling better? The summer sun celebration went all according to plan!" Rather than tell Spike her honest feelings, she tried to come up with something that was more believable to him.

"Nothing, just... Wanted to stay longer, that's all." It definitely wasn't a complete lie, considering that she and spike were on their way back to canterlot rather than moving into the Golden Oak Library.

"I was also hoping to make new friends as well...."

"Aww cheer up Twilight. You still have friends back at home. Like Minuette and Moondancer." She suddenly made another realization. Moondancer! Twilight had missed her party yet again!

Shortly after arriving back in Canterlot, Twilight bolted for Moondancers house, she didn't even bother to stop by her old house, as this took priority over everything else at the moment. When she arrived at Moondancers house, it was in much better condition than how she remembered it. At least she wasn't broken yet from Twilights absence. Twilight banged on the door and called out.

"Moondancer! It's me twilight!" Shortly, moondancer answered the door, with a look of confusion on her face.

"Moondancer! I'm so sorry I missed your party! I was tasked with helping with the summer sun celebration in ponyville!" Moondancer just looked at twilight puzzled.

"Uh twilight. I didn't have a party recently." Twilight didn't listen to what she just said.

"Yes you did! You invited me and wanted me to be your friend remember?!" Moondancer was getting uncomfortable now.

"Look twilight, I never hosted a party or even invited you to one. Now if you'll excuse me, I have some studying to do." Before Twilight could say something. Moondancer closed the door and locked it. Twilight was even more discouraged than she had been after the summer sun celebration.

"What is going on?" Twilight wondered. Was this the same equestria that she remembered from before?

Twilight locked herself in her room for the evening. The presence of Celestia at the summer sun celebration and the absence of moondancers party that twilight had missed caused her to wonder if what she had once seen and believed was a lie. Was nightmare moon never supposed to come back? Leaving princess Luna trapped forever? Was twilight never supposed to make friends? Was she never meant to become a princess? Or start a school? Or have a star pupil who she saved from a life of self inflicted suffering? That thought alone made Twilight worry. Not only about Starlight glimmer, but also about all the other reformed villains. Was Thorax and the rest of the changelings supposed to forever suffer under Queen chrysalises tyranny? What if the changelings didn't exist at all? Or all the other races that Twilight and her friends had encountered in their adventures? All of her accomplishments, just an illusion, a dream. It was probably the worst type of mental torture anypony, or anything for the matter could inflict on her. Twilight looked out the window, right at the mare in the moon.

"So... Was this what you had planned all this time? To trick me into living a wonderful life of friendship and love, only for you to take it away?" The moon didn't respond.

"Well it worked. All the things I once had come to know are now gone. Vanished, reset. And it looks like I won't be getting them back." The moon just stared back.

"You couldn't even come back as nightmare moon at the summer sun celebration! Making sure that the very event that caused me to understand the importance of friendship never even happened!" No response. At this point, twilight realized that her ranting was pointless. She left the window, and went right into her bed. She pulled the covers over her, and tried to fall asleep. But instead, she silently cried. Knowing that she would never be able to live the life she had once had.

After what felt like an hour of crying herself to sleep. Twilight heard an explosion come from outside her door. She also saw a flash of light emit from the gap that was between the door and the floor. Twilight woke, with much of her tears having left her, she walked over the door and slowly opened it. She couldn't believe what she saw. Standing before her in a tense state was a dark purple alicorn with a wavy indigo mane. Princess Luna.

Twilight could hardly believe it. princess Luna, a pony she thought she would never see again, was right in front of her. However, she looked much different than how Twilight remembered. For one, her mane was very disorganized, as if it hadn't been brushed in days, weeks even. She also had several scrapes and bruises on her body, almost as if she came out of battle. Come to think of it, this was almost like the time twilight was visited by her future self when she warned her not to worry about the future. Only instead of herself, it was Luna who was visiting her.

"Twilight! Thank Celestia I found you!" As much as Twilight was glad to hear her voice again, she also grew a bit suspicious. Was this another one of nightmare moons tricks?

"Luna? How do I know it's really you?"

"It is me Twilight! This whole world. It isn't real! It's only a dream that you've been trapped in!" Twilight looked out the window. The mare in the moon was still there. While there was a significant chance that this was all a trick, Twilight would do anything to get her old life back, so she believed her.

"How am I supposed to wake up?" Twilight asked.

"My arrival has already broken part of the boundaries of this simulation, now you just need to believe that this is all a dream, and that you want to wake up. But you must hurry! Leave this illusion of Canterlot while you still can before..." Before she could finish her sentence, Luna vanished, leaving a small amount of sparks in her wake. Twilight was surprised at her sudden disappearance. It was without warning, almost like something yanked her out of this plane of existence. Suddenly, two royal guards burst into the room from the entrance, with spike coming up from behind them.

"Spike? What's going on?"

"Twilight, you're going insane." The dragon replied.

"We need to take you someplace before you do something drastic." Twilight was shocked.

"What!? Bu.. But.. I'm not endangering anypony!"

"This is for your own good Ms Sparkle. Come along peacefully." Twilight then remembered what Luna had told her.

"This is just a dream, you want to wake up." Her eyes filled with determination.

"No!" Twilight then shot a powerful blast of magic at the three, who were knocked back by the explosion. Twilight then ran out the doorway, but looked back to make sure they were knocked out. To twilights surprise, the fur (and in spikes case scales) that the explosion should have damaged were gone, and in their place, was a green wire frame, which the tissue slowly started to rebuild itself around. This was certainly not normal. Without second thought, Twilight dashed out the door and ran down the street in an attempt to flee the city. Soon she heard the sound of guard ponies yelling out.

"She's getting away! Stop her!" Twilight felt a wave of panic crash over her. She saw a squad of guards up ahead. Looking back, another squad was closing in on her. She turned to a nearby alley and bolted down it. Knocking over barrels in an attempt to slow the guards down. When Twilight came out of the alley, there was a circle of guards waiting. Without much thought, twilight teleported to the ledge of a roof where she continued her escape. Pegasi guards flew overhead, and townsfolk open their windows calling to the guards.

"She's heading that way!" What was even more troubling, was that on the ground below her, Twilight could see townsfolk running in pursuit along side the guards! Was everypony out to keep her from leaving? Twilight saw a canal flowing out of the city, similar to the one she and her friends used to escape the storm creatures when they invaded Canterlot. She dove head first into it, swimming to the approaching waterfall. A gate was slowly closing over the river. Twilight held her breath, and dove under. The gate touched the water and inched closer to the riverbed. Twilight forced her way underneath the descending bars and onto the other side. She barely made it, but she was out. As Twilight came up to catch her breath, she was greeted by a roaring waterfall, which she quickly went over, falling to what she hoped to be a safe escape.

Pegasi guards flew to the bottom of the waterfall and searched for Twilight. They had hoped that the fall would render her unconscious, allowing them to take her back. But alas, they found nothing. The guards assumed that she perished in the fall, and flew back up to Canterlot. From a nearby bush, Twilight emerged. The long gallop had took a heavy toll on her stamina. But she was still far from complete safety. Twilight had to get as far away from Canterlot as possible. The guards would soon be sending search parties. Using as much energy as she could muster, Twilight started to trot in the opposite direction of canterlot, constantly telling herself, that this was all just a bad dream.

After Twilight laid a good amount of distance between herself and Canterlot, she came across a strange set of ruins. They were made of some sort of grey stone, and contained damaged walls and pillars. It was a bit like the castle of the two sisters, only instead of a castle, it was a small set of destroyed buildings. Twilight laid down on the pavement and started to talk to herself.

"Come on Twilight. Wake up already! You have to! Princess Luna is counting on you!" With the thought of Luna on her mind, she turned to face the moon. The mare in the moon was gone! This certainly was not good, and it got even worse when a black magical form appeared right in front of Twilight. The life form then shaped itself into a form that was all to familiar, Nightmare moon. She had escaped, and it looked like Twilight was her first target.

"Well well well... What have we here?" She asked with a grin on her face.

"A sad lonely unicorn with everyone in equestria after her? How sad..." Twilight could tell she was mocking her.

"You should've just given in. A life locked in solitary confinement wearing a straightjacket isn't as bad as they say it is Twilight... Don't even try to fight, you don't have the elements of harmony, or your friends this time!" Despite Nightmare moons best attempt to crush her spirit, Twilight responded with a bold statement.

"No. I don't need to stop you. Cause you're not the real Nightmare moon!" Nightmare moon gave a look of disgust.

"How dare you!" In anger, she shot a bolt of magic at Twilight. Instead of dodging, Twilight let the bolt hit her, causing an explosion. Nightmare moon was sure she hit her target. Yet when the dust settled, twilight was still there, completely unscathed.

"What..!? But.. How?" Twilight gave a confident response.

"As I said, you're not really Nightmare moon." With that said, a magical door opened up right next to Twilight, which she swiftly jumped into. Once it closed behind her, Nightmare moon was left with an annoyed look on her face. She just got told off by a runaway unicorn, and vanished before her eyes. A massive blow to her ego. As for Twilight, she was finally able to leave this world behind.

Author's Note

Hello everyone. Hope you are enjoying the story so far. There is much more to come so stay tuned!

The cost of resistance

Just as Shining Armor had predicted, Thorax was suffering from horrific nightmares as a result of his encounter with Zesty. He had been waking up in terror on nights before, but after the encounter with Zesty, Thorax had been getting much worse.

Originally the nightmares were about other changelings being tortured and killed, Ocellus being the most common. Now Thorax had been having nightmares about his killing of Zesty. Some involved a Zombie-like Zesty rising from the ground, and dragging him under. Other times he was butchered by a mob of angry ponies welding pitchforks and torches.

Luna and Shining had stuck with him each night to try and make the pain go away, yet thier efforts yielded less than desirable results.

Twilight had heard about Thoraxes incident the morning after, and felt very bad that it was Thorax who had to put Zesty down. Everycreature knew that Thorax was one of the nicest beings anyone could know, and for him to be in a predicament where he had to take someone's life so that he could be safe was traumatizing.

Even Rainbow Dash, who normally wasn't bothered by high levels of violence, felt bad for him. She was in the briefing room with both Shining Armor and Twilight, discussing thier next move when it was bought up.

"It's truly horrible what Thorax had to go through..." Twilight stated.

"Yeah. I would've been fine with putting Zesty down, but Thorax is not the kind of creature who should have to take a life." Stated Rainbow dash. "I sure wish one of us was there to stop them."

Twilight then bought up a question.

"Speaking of which, how did Zesty get loose to begin with?"

"I honestly don't know." Shining stated. "This place doesn't have any sort of prison cell, plus we don't have much that we can use to hold anypony captive, perhaps she found a way to escape the makeshift bonds we put on her."

It was a likely scenario, even if a bit vague.

"Well we were able to get some information out of Zesty before she was killed. And it's actually about Pinkie pie."

Rainbow jumped at that statement. "Do you know where she is??" Rainbow exclaimed with excitement.

"As a matter of fact we do." Shining said, prompting Dash to do a small victory pose with her forehoof.

"It looks like Pinkie is being held west of here, near her family's rock farm, at least, that's what it used to be."

"What is it now?" Twilight asked.

"A mining settlement, where slaves are forced to mine for ore in the caverns and tunnels."

It seamed as if everyday, Twilight was hearing about more and more horrific things that were happening in new Equestria.

"So when do we head out?" Rainbow dash asked. "I'm ready to take down these NEM tyrants!"

Shining Armor pit his hoof on Dashes shoulder.

"Patience. Two out of the six elements have already gotten escaped, you being one of them. Neighsay has likely noticed this, and is working extra hard to make sure the remaining four aren't freed."

Dash pouted. She didn't want to stay behind while Twilight and her brother did all the dirty work.

"You're more than welcome to come Dash. I'm sure that Pinkie will be more than happy to see you when she's out of whatever nightmare the ENA has her in." Stated her alicorn friend.

Dash perked up and smiled in excitement. "Just don't do anything drastic that will give us away." Dash nodded, reluctantly, in agreement.

Twilight was sitting in the back of the auto carriage next to Rainbow dash, who was looking out the window, disgusted by how much things have changed.

"Twilight?" Shining asked. "What exactly happened back at the rig where Rainbow dash was held? Did the NEM try to stop you and dash from escaping by destroying the facility?"

Twilight sighed. "Well.... The nightmare that Dash was in made her into a power hungry dictator. And it made me so angry, that I used my dream like abilities to wreak havoc on the dream to distort it. I guess my actions carried out into the real world, causing the facility to suffer critical damage."

Twilight looked down at the floor.

"I already have seen the effects of what would happen if we failed to defeat equestrias greatest foes, seeing Rainbow dash become one of those foes was just too much for me to handle."

Dash put her arm around Twilights shoulder.

"I will never be as evil as Neighsay. Promise."

Twilight looked at Rainbow and smiled.

"I'll be there beside you to make sure nothing goes wrong."

That made Twilight feel relieved. It was good to have an extra pony by her side.

"We here." Shining Armor stated, parking next to a large cliff.

"There is a grate up there that leads into the building. You two can get in that way. But be careful, I'm sure that security is extra tight ever since you two got away."

The two girls flew up to the grate, and Twilight used her magic to pull at it. It was certainly much tighter than the one back at the oil rig, most likely due to erosion by the sea. Eventually, the grate came off, but since the force was so great, it flew out of Twilights control, and fell to the ground below, almost hitting shining armor.

"Hey! Careful!"

"Sorry!" Twilight and Rainbow crawled into the ventilation shaft, and shining took the grate that landed next to him. Making sure that nopony found out what was going on.

After what felt like hours of vent crawling, Rainbow and Twilight climbed down onto the floor of a long hallway. Twilight had gotten used to the sight of these dark cold corridors, as they all looked the same no matter which building she infiltrated. As she was about to start heading in one direction, Dash pushed her over to the wall on her left.

"Twilight!" Dash whispered.

"We aren't alone!" Twilight looked to the right, and saw what appeared to be some sort of camera.

"Figures. They installed security cameras. No doubt some pony is watching them. As well as the room Pinkie is in."

"But if we can find the room, we can shut off the cameras, as well as find the room that Pinkie is being held in!" Dash claimed as she and Twilight moved away from the camera.

"These places are like mazes though, plus splitting up would make both of us easier targets."

Rainbow dash sighed. "We're going to be here a while aren't we?"

Back outside, Shining armor waited with the auto carriage. He had driven away from the facility that Twilight and dash were infiltrating, in order to avoid suspicion. The NEM were already on high alert after two of the six elements escaped custody. Staying close to the facility would massively increases the risk of the plan going wrong. The pie family rock farm was within viewing distance from Shinning's location. Curiosity getting the best of him, Shinning took out a pair of binoculars and got a look at the outside. Slaves wearing collars connected to chains were being led down into the mine shafts. Most of them consisting of griffons, dragons, and buffalo, as well as the occasional earth pony. Shinning also saw two NEM officers beating up one earth pony who was on the ground. He was covered in all sorts of bruises and it looked like he was pleading for mercy. Although Shinning couldn't hear the screams or pleas, the echos of suffering he heard from the first days of Neighsays rule rang in his head.

Shining Armor and Spitfire stood in front of the thrones of Celestia and Luna. Only instead of the two sisters being seated. The head of the EEA was standing before them. The head of the Royal guard and the wonderbolts have both agreed to confront him together after finding out the he was behind the disappearance of so many ponies, primarily those in Equestrias military.

"Chancellor Neighsay! Never would I have thought that you would commit treason against equestria by abducting our rulers! As well as several members of the military!"

Neighsay only glared at the two.

"You think that equestrias royalty actually kept equestria safe?!" Neighsay exclaimed while reaching his hoof out to the side.

"How many times has equestria fallen to outside forces? Discord, Chrysalis, Tierk, The Storm King?!"

Neighsay put extra emphasis on naming the last villain.

"Our military has done nothing to keep our enemies at bay! And you two are supposed to make sure that it does!"

Spitfire grew extra peeved at Neighsays remarks.

"The Wonderbolts train and work very hard to make sure we do our best! Clearly you know nothing about what pegasi like me do for a living!"

Neighsay only scoffed. "Oh please.. The only things I see you wonderbolts do are dances in the sky and flying in circles."

Spitfire wanted to charge and beat him down for that statement, but she maintained professionalism and held herself back.

"Enough already! As head of the royal guard I am placing you under arrest! Now you will come along and confess your crimes, or we will have to drag you out ourselves!"

Neighsay only smirked. "Oh I'm not going anywhere. In fact..."

Without warning, several ponies wearing red armor burst through the doors and windows of the throne room, all carrying strange weapons made from crystal.

"It is you two who are under arrest."

Shinning armor and Spitfire were shocked as to how many troops stood before them. Surely there was no way that many ponies would take Neighsays side.

"We will never surrender to a crook like you! We have many more allies on our side than you think!" Shinning stated, stomping his hoof on the ground.

"Then you shall join them in the dungeons! Seize them!"

Before the guards could catch them, Shinning armor teleported himself and spitfire out on the room and into the hallway. The two ran down the castle corridors only for a line of guards to block their way. Shinning armor fired a magical bolt at them, only for it to bounce off thier armor.

Several pegasi guards flew in a line above them, so Spitfire couldn't fly over them. Shinning then ran into a nearby room, Spitfire following behind. Luckily enough, this was a room Shinning knew well. He put a magical Barrier around the door, and ran into the fireplace.

"Stand next to me spitfire!" The white unicorn commanded.

Spitfire obeyed, and Shinning pressed a stone block that stood out amoung the rest. The floor beneath the two opened, and they fell down the shaft.

Upon reaching the bottom of the shaft. Shinning Armor and Spitfire found themselves in some sort of cave network. No doubt that these were the Canterlot Caverns that ran underneath the castle.

"I've heard about these caves Shinning, but never before have I stepped hoof in them."

Shinning armor looked around at the bluish grey walls.

"My wife was once imprisoned here, queen chrysalis impersonated her and infiltrated the cities magical barrier on the day of our wedding."

Spitfire came up next to Shinning. "It's a shame that Neighsay is using that as an excuse to overthrow the royal sisters.."

The two walked down the dark caves looking for a way to the outside. If Shinning knew anything about these tunnels, it's that there were multiple ways out into the rest of Canterlot. He was hoping that Neighsay didn't know about them, that way they could easily escape.

"Hey Shinning, you don't think that the rest of Equestria believes Neighsays lies do you? I mean, it's unlikely that Equestrias rulers were captured by outside forces."

Shinning shook his head. "No sensible pony would listen to a lunatic like him. He was already unpopular when he shut down my sisters school, why would everypony suddenly take his side now?"

Spitfire looked up for a moment to collect her thoughts, and then spoke.

"The EEA has a fair amount of ponies on their council, many of which had terrible memories of the storm kings rule. It's likely they used thier experiences, as well as those of equestrias subjects, to justify Neighsay taking power, since the royal sisters and the military failed to do thier job numerous times, and maybe the storm kings invasion was the last straw for some."

It was a more likely explanation. The invasion of the storm kings army was by far the most demoralizing that equestria had endured, especially since at happened during the friendship festival. But even then, the EEA was still hated following the closing of Twilights school, barely anypony would support Neighsay as ruler in the Royal sisters absence.

"Well, he did sound very angry when he mentioned the storm king, you think he did something so terrible to Neighsay that it sent him into a frenzy?"

"I don't know." Spitfire replied. "But we should focus on getting out of here. The sooner we see the sunlight the better."

Shinning Armor began to wonder about the sun. How was it still rising and setting with Celestia absent? But before he could think about it any further, a familiar voice echoed through the caves.

"Ha! Did you honestly think I didn't know about these caverns?"

The two ponies snapped to attention as Neighsays image appeared on the walls around them.

"I had a feeling that you would try to escape through these tunnels, they aren't a well kept secret anymore."

Shining Armor looked around for a possible way out, and Spitfire did the same.

"We are not surrendering! Nopony loyal will ever support you!"

Neighsay only yawned, clearly tired from hearing Shinning's protests.

"I'm getting tired of your objections. Since you obviously refuse to give in, my subjects will have to take you by force!"

With that said, a group of armored ponies appeared in front of the two ponies, who immediately started fleeing.

"Ah boy... Here we go again..." Neighsay commented, as he levitated up a glass of wine to sip.

The one unicorn and Pegasus ran through the caves being cut off by more and more ponies at each turn. Just how many ponies did Neighsay have to spare? If there were this many ponies that were on his side, then something much more sinister had to be at play than simply a corrupt pony overthrowing the government.

The armor on his subjects were nothing that anypony, or any creature for that matter have heard of. After what felt like hours of running, an exit made itself clear. They were almost out of this.

"Shining, wait!" Shining armor turned to face spitfire, who wasn't holding up that much.

"Listen, if we get away, Neighsay will send out every guard he has at his disposal to hunt us down. I.. I'll stay behind here so that you can find Celestia, or any other pony who knows what's going on."

Shining only shook his head in disbelief. Was she serious about sacrificing herself?

"Spitfire you can't! There's no telling what will happen to you!"

"You have much more significance to equestria than I do, and therefore a much better chance at getting aid. Now go!"

Shining didn't object this time. He ran to the caves exit, and looked back as he did. Spitfire turned to face the guards approaching her, ready for whatever they had in store.

As Shining came out into the sunlight, he fell down a cliff and into a lake. Once he surfaced from the fall, he heard a loud wailing scream, accompanied by the sound of electricity.

No doubt that was Spitfire, but was she dead? Or did the guard ponies simply knock her out to take her back. Shining didn't want to think about it, she made sure that he could get away, and stop whatever madness Neighsay was planning.

Shining Armors mind came back to the present. The flashback seeping back into the vaults of his memory. Spitfire was one of the first ponies that stood by him during these dark times. Yet it was only for a short while, and he still didn't know if she was alive. Shining continued to gaze at the rock farm. He put away the binoculars, so he couldn't see the residents clearly anymore, but they were still there.

"It's not the place it once was, even though it still carries out it's purpose."

Shining armor quickly drew his gun, and pointed it fiercely in the direction of the voice.

"Who's there?!" Standing in front of him was a grey earthpony with a purple straight mane, and a blue outfit.

"Calm down, I'm not a threat to you."

Upon recognizing the pony his barrel was pointed at, Shinning armor lowered his firearm.

"Maud pie? What are you doing out here? And... How are you out here for that matter?"

Mauds expression didn't change.

"I'm out here searching for surface resources. I've been staying underground, so I have to come out once every now and then to look for some."

That explained how she was able to avoid detection from the NEM.

"Underground? You mean like a bunker?" Shining asked.

"Not quite, it's a secret cave that only I know where it is, and how to open it. Places like them exist all over equestria, and I know all the tricks to finding them." Shining was certainly glad that he found Maud, especially since he knew where one of her sisters were being held.

"Where exactly is this cave? I'm guessing it can't be far."

Maud turned around and ordered Shining to follow.

"This way. It's not easy to see it since I seal the door everytime I enter and exit. Plus if it were opened the wrong way, it would collapse the entrance and would take a long time to reopen."

Shining Armor headed in the direction of Maud, eager to see what she was up to. Given her skills, it was apparent that she would be quite the ally, especially given the fact that Twilight and Rainbow dash were in the process of freeing her sister.

Author's Note

I originally had planed for this chapter to be about Twilight entering Pinkies dream, but I scraped that and went with this since it sounded more interesting.