Halo: Celestium

by Regis-Th3-Lesser

Rating: teen
Tags: Main 6, Gore, My Little Pony: Friendship is Magic, Death, Princess Luna, Spike, Science Fiction, Tragedy, Shining Armor, Princess Celestia, Crossover
Length: 19374

Eons ago, two sisters of a forgotten race sought refuge from the Halo Array. Now, their sins descend from the void of space.

Celestia and Luna have been the subject of mystery and controversy for as long as there has been history. Now, with the realization that they are much more than what they seem, and the re-emergence of an ancient enemy. all who call Equestria home will have their, might, love, will, and strength tested by enemies of a shrouded past.

Published 2018-11-08 12:10:01 UTC
Last updated 2020-06-30 00:08:06 UTC

Chapter 1

Dormant No Longer

Next, to humanity, the flood was our greatest adversary. It would seem that they were driven by our extinction. And, with our hubris as well as our myopic handling of the Mantle... we were powerless when entire sections of the galaxy fell to the parasite. My husband spoke before all of you stating that the reclamation has already begun and that we should negate any hope of halting its advance. Yes, we are hopeless. Hopelessly blind to believe that the mantle belongs to one species! Our arrogance, our ego has brought this fate upon us! In our dying breath, let us atone for our sins... and do what we believed we had done for millennia.

~The Librarian

The sun beat down over the Peaks of Peril. Through the thicket, a familiar fair coated creature parted the vegetation. Autumn Blaze trotted happily while humming to herself. The heat of the day stuck to the scales on her back and radiated up through her horn. Lost in her song, she hadn’t noticed that the crisp peat she danced on gave way to metallic clicking. Her curious eyes fell to the ground. She tested the surface again. Her cheerful smile quickly transitioned to an intrigued grin.

Dancing with vigor, she relished at the harmonic clicking her hard claws made as they came in contact with the foreign surface. Giggling and playing, she hadn’t noticed the ground had become segmented by geometric lines of golden light. Once a low rumbling filled the atmosphere, she tried to keep herself stable while the immediate area shook violently. Then, the ground beneath her separated and opened.

As soon as it started, the quaking stopped. The young Kirin opened her eyes finding a dark abyss. Peering down into the depths a green light came slowly rising to the surface. A floating metal orb with a single bright green eye assessed the area before turning its attention to the frightened Kririn.

“Hey...” It spoke with a calm deep voice. “What are you doing on this shield world?”

“Wh-Wha?” Before she could make sense that this frightening thing had just spoken to her, she was bathed in a laser-like green light.

“Hmm. It looks like you’re native to this installation”

“Y-Yeah! I am… whatever that means…” Autumn Blaze shakingly chuckled.

“Whatever. I need to find my masters.”

“Your… masters?” She tilted her head in confusion.

“Yes! We have to get down to business if we’re going to be ready for the reclamation.”

“I have no idea what you’re talking about, b-but I can help you… maybe.”

It shone that light on her again “Thank you, native.”

Autumn walked stiffly with fear. She had no idea what she had done, or what this thing following her was. Hopefully, Rain Shine could make sense of what she had uncovered.

Across the world, a graceful pair of mares poked around their grand collection of books. The sisters had been working themselves to near death while trying to keep up with the radical changes their fellow princess had brought upon the kingdom. Unsure of how they managed to do it, but they had one day to themselves, and they were going to enjoy it with one of their more… private pastimes.

“Ooh, sister, look!” Luna presented a book with a masculine pony holding a mare in an opaque flowing dress tenderly. “I think this one will be most enjoyable!”

Celestia read the title and suppressed a laugh. “You’ve made a good choice, sister. Let’s see if I can find one to match.” She scanned through her entire romance section, flying through books that ranged from tame to risque on a taboo level. After tearing apart most of her collection, she found a book simply titled “The Scorch”. A dragon stood behind a pony with torn clothes who clung to what appeared to be a dead or dying mare. “What do you think of this?” She asked like a giddy filly.

“Ooooh, this will work nicely!” Luna chirped. “Come! We don’t have all day!”

“I’m coming, sister,” Celestia giggled.

She and Luna had gotten more time to reconnect after Starlight had switched their cutie marks. One of their favorite things to do, when they had time, was to pick two of the most barebones, cheesy, and cliched romance novels and make fun of them. Whether it be corny dialogue, elongated paragraphs, poorly written angst, and of course… the saucy bits…

It was to be held in Luna’s tower this time. The nocturnal sister burst through her door and flopped on to her bed. A bottle of wine, and a bag of hay chips all ready for her. Celestia didn’t snack when she read. The sound of chewing broke her concentration. As Celestia flipped past the table of contents, Luna erupted into a fit of giggles.

“I haven’t even seen the glossary yet and there’s a cheesy preamble speaking about how “Fear is the Heart of Love”.

“Oh, really?” Celestia chuckled.

“Yes! Listen to this. ‘I once heard that no love can come from hate, but fear. Fear is the heart of love. And if that’s the case, then everyone must adore me’.”

Luna laughed while Celestia tried to best to keep a straight muzzle in spite of the cringe. “Oh… Oh my,” She sighed.

“What?” Luna asked, rolling over on her back.

“This novel contains coarse language, sexual situations, and violence… Perhaps we should come up with a rating system for these books.” She jumped several chapters ahead and landed on one such scene. “Ah… well. At least that warning held true.”

“Care to read aloud sister…?” Luna teased with a sly look. Celestia instantly turned red and began sputtering before a trail of smoke entered the room. Spike’s message couldn’t have been timed any more perfectly. “Something from Princess Twilight?” Luna asked while munching on a few chips.

Celestia gently removed the wax seal and read the letter to herself before she nearly jumped, now donning a concerned frown.

“What is it, sister?”

“Twilight’s cutie map has our marks hovering over the Peaks of Peril.”

Luna tilted her head with a raised brow. “That’s… strange. We aren’t connected to the elements, are we?”

“I do not know,” She sighs and closes her book. “So much for our day off.”

“It was bound to happen eventually,” Luna drank all of the wine left in her glass. “I’m glad we were able to open our books this time.”

“As am I,” Celestia chuckled, relieved that she didn’t have to read through a dragon getting friendly with a group of mares aloud.

Twilight waited giddily for the princesses to arrive. Seeing a friendship problem where the princesses were the ones to solve it rather than be the subject was exciting on an entirely different level. Spike, sat by her side stroking his wing membranes tenderly, taking an occasional glance at her.

“You look kinda creepy with that smile, y’know?”

“I can’t help it! This is unprecedented! I finally get to see the princesses take a step into my field of expertise!”

Spike rolled his eyes with a shake of his head. “You forget that you’re a princess too sometimes.”

Twilight flared her wings, “Yeah, but. They’re The princesses! And I get to watch them fix a friendship problem!”

“You need a stallion in your life,” Spike snorted to himself.

Twilight would stare at the map, then take a quick peek at the door several times hoping for Celestia and Luna to appear right before her. Starlight entered with a cup of juice in her magical grasp. She looked at Spike, then to Twilight with some concern.

“What’s up with her?” She asked while taking a sip.

“Celestia and Luna were called by the map and Twilight can’t wait to see what they have to do.”

“Holy crow! Really?”

“Yeah,” Spike shrugged. “You get used to Twily-nanas moments”

“This isn’t a ‘Twily-nanas’ moment!” Twilight hissed.

“I already know that. I didn’t know that they could be called by the map,” She approached the table and peered over. “Isn’t that where Applejack and Fluttershy met the Kirins?”

“Exactly! I wonder what kind of trouble those ‘hotheads’ are stirring up this time.”

“Good one, Twilight,” Spike chuckled. Then, Celestia and Luna entered escorted by two Royal Guards.

“That will be all gentlecolts,” Celestia dismissed with a wave of her wing.

“Celestia! Luna!” Twilight greeted each of them with a warm hug. “I’m so, so, very excited that you’re here!”

“It would seem,” Luna teased.

Twilight trotted back to the map and swished her tail happily.

“So, where are we needed?” Celestia asked while getting a closer look. “Oh! I haven’t been to the Peaks of Peril in ages.”

“Oh… great… Kirins…” Luna groaned.

“Are you okay, Princess?” Twilight asked.

“Rain Shine and I have a bit of a… history.”

“Let’s just say that fire and fire only beget more fire,” Celestia added.

Luna grumbled in agreement.

“Oooh, maybe that’s why the map called you!”

“That couldn’t be. We haven’t spoken to the Kirins in hundreds of years,” Luna spoke with bemusement.

“Well, whatever the case. We must investigate.”

“Uhm… can I tag along?”

Celestia and Luna shared a look. “Of course. We could use some guidance on how to solve a friendship problem.”

“You want me to guide you?” Twilight beamed.

“A good teacher learns as much from their students as they do from her after all,” Celestia smiled.

“Yes!” Twilight literally flipped. “Spike, pack some parchment, extra ink, and snacks!”

“On it!” Spike saluted.

“Starlight, do you want to come with?” Twilight asked.

Starlight looked up at Luna and Celestia and took a hasty sip of her juice. “I’m fine. You guys have this covered.”

“Alright. Just give me a moment princess,” Twilight ran off as a blur of purple. Leaving Starlight with Celestia and Luna. Starlight would occasionally glance at them before awkwardly shuffling off to who knows where.

“So, the Kirins. In all honesty, I nearly forgot they existed,” Celestia spoke up.

“I could stand to forget them once again,” Luna growled.

“We’ll need your cooperation if we’re going to figure out what their issue is.”

“I’ll cooperate just fine. It’s Rain Shine that you should be lecturing.”

“Luna,” Celestia draped her wing over Luna’s back. “It is alright. You were younger and much more brazen then and… so was she.”

“We’ll see,” Luna sighed.

Kirins gathered around the spheroid visitor buzzing with questions occasionally poking the thing in the eye, much to its dismay.

“I’ve seen this before, but I can’t recall when,” Rain Shine spoke from beyond the crowd.

“Does it have a name?” Autumn blaze asked.

“That’s the thing. I haven’t the slightest what it could be.”

A rustling came from behind them revealing Celestia’s towering figure dwarfing all with her wings outstretched.

“Princess!” Rain Shine greeted with a bow.

“Hello old friend,” Celestia bowed as well. Luna stood beside her sister with her mouth clamped shut and as straight a face as she could muster. Rain Shine noticed and matched her expression.

“Princess Luna.”

“Rain Shine.”

“Well, where are my manners! What brings you all the way out here?”

“We heard that there may be a friendship problem that needs to be resolved,” Celestia and the others followed behind Rain Shine as she led them to the gathering of Kirins.

“Another one? And so sudden… well. It may have something to do with what young Autumn Blaze found earlier today.”

She led them closer until a male voice could be heard warning the “natives” not to poke at his carapace. Celestia’s ears perked up instantly upon hearing his familiar tone. She parted the crowd and came face to face with the curious sentient object.

“Oh! Hey. Who are you?” He asked before scanning Celestia. “It can’t be…” He gasped.

Celestia stood frozen before him, unable to move nor think.

Luna approached and donned the same expression before speaking to the orb. “117?”

“Yes? Are you who I think you are?” He scanned Luna and pirouetted in joy. “Haha! I recognize those genesongs anywhere!”

“It… it…” Celestia stammered.

“What’s wrong, Mistress Heiliona?”

“Why did he call you Heiliona?” Twilight asked.

“And why does that name sound so familiar?” Rain Shine added.

Celestia and Luna still didn’t move. It was as if they had seen a ghost and their hooves had been stayed by paralyzing fear.

“Mistress Hydorae, what’s wrong with your sister? Did her cognition core take a few bumps over the millennia?”

“W-W-We’re just… surprised that you have awakened l-lucky.”

“Why? You told me to reactivate once I received a signal from the other shield worlds.”

“Which shield world?” Celestia asked with an unsteady tone.

“Requiem.”

“Princesses… what is happening?” Twilight asked with more than just slight worry. Once she caught the frightened look in the sisters’ eyes she knew that whatever this ball spoke of could be earth-shattering.

“So… it has begun then?”

“Yes. It’s only a matter of time before the reclaimers find Caballus.”

For eons, they had sought to keep their world safe. Out of the reach of anyone who would violate forerunner artifacts for their own gain. But now the day they dreaded was finally upon them. The greatest most violent species the ecumene ever faced, barring the parasite, had already found one of the shield worlds. The final words of the Didact before he vanished rattled through their heads. The reclamation has already begun. And they were hopeless, no. They were powerless to stop it

Author's Note

I've had the idea of incorporating the Mlp universe imto the Halo canon since I suffered through Halo 5 over three years ago now, and I'm finally taking that chance. This project is more for me than anything else, but I am open to feedback and criticism of all sorts. Do NOT be afraid to hold back. Thank you kindly for your time

Chapter 2

Reclaimer

The ride back to Ponyville was a long and dreadfully silent one. Celestia sat stock still and her eyes glued to the wall while Luna nervously paced around the car. But, Twilight’s eyes did not once leave the flying orb that they recovered from the Peaks of Peril. She wanted desperately to ask who the Reclaimers were and why it hadn’t called Luna and Celestia by their proper names. For the rest of the ride, her inquiries were her only comfort.

The train hissed to a stop at the Ponyville station. Luna had broken Celestia from her trance and peeled her from her seat. Even the elegant flow of her hair seemed to thicken and slow. Twilight’s heart pounded with worry yet she still couldn’t find it in her to ask what needed to be asked. At least, not until they were somewhere the princesses could rest. The rest of the town watched them as Celestia moved in a robotic manner. Those who bowed weren’t met with her usual smile and greeting, but a blank shell of a mare aimlessly rambling onwards towards the castle. Luna, on the other hand, had become pale and distressed. Her ethereal mane which glittered so brightly changed to a sickly ink black sea devoid of life. What happened to them?

“Starlight!” Twilight called upon entering the castle. Her and Trixie came towards them nearly by command.

“Yes-” she stopped, taken aback by the cadaver-like alicorns standing before her. “What… happened to them?” She looked up at the floating sphere. “And what is that?”

“They look like they’ve seen a ghost!” Trixie added with aloofness in her tone. “Trixie will break their spell!”

“Trixie is going to go get them some blankets,” Twilight interrupted with authority. With a peep, Trixie nodded and went to Starlight’s room to pilfer her linens.

“Starlight, can you put on some tea for them? It may help. Ginseng is Luna’s favorite, and Honey Lemon is Celestia’s.”

Starlight nodded and ran off to the kitchen. Spike helped Twilight escort the princesses to her room where they rested on her bed. She watched them intently as their chests barely rose when they drew a breath.

“I wonder why they are so distressed,” The ball spoke as he scanned them. “Their vitals aren’t dropping or raising.”

“Did you do this?” Twilight seethed.

“Nope. They appear to be in some state of shock. Only time will tell if they come out of this.”

“If!” Twilight nearly shouted causing Celestia to jump. “Princess?”

“Ah, sorry. I guess she just needed some stimuli.”

Celestia blinked several times and looked over at Twilight. “I… apologize for blanking like that…” She groaned.

“Are you okay? Is there anything you need?”

“No… no… just… goodness…” Her eyes fell on the floating ball. “So it is you, lucky.”

“Who else could it be, ma’am?” He moved in a way that could have been a nod.

“I was hoping that it wasn’t you. And that Luna hadn’t trapped me in a nightmare again.”

“I didn’t trap you in that last one…” Luna finally spoke up.

“Are you okay Luna?”

“Yes. I’m… processing things right now. This is… very much to take in…”

“Well, we can take each measure one step at a time,” Lucky spoke.

Starlight had returned with two steaming hot teacups on a platter. She placed it on Twilight’s nightstand and bowed in respect.

“Thank you… but. There’s no need to bow. Not anymore at least,” Celestia shared a sorrowful look with Luna. “Twilight. Bring your friends here. It is time I told you all the truth. Especially if the reclamation has truly begun.”

“I wonder what she wants to tell us!” Pinkie bounced with excitement. “Maybe she’s going to tell us about how super crazy parties were one thousand years ago!”

“It’s not that. It could literally be anything… but that,” Twilight spoke somberly.

“What could it be then?” Applejack spoke up while dusting off her hat.

“Whatever it is, they were both terrified about it.

“That doesn’t sound too good,” Fluttershy whimpered.

As they entered the castle they found Celestia standing tall over the map with Lucky at her side.

“What is that thing?” Rainbow asked.

“That’s what we went to the Peaks of Peril for,” Twilight answered with brevity.

They all filed in and assumed their seats around the table. Even Spike hopped into his little armchair.

“Starlight, Trixie. Please close the doors.” As they did what they were told, Celestia started.

“Heroes of Equestria!” She flared her wings and shone with a divine radiance. “You have known Luna and I as rulers of these lands for well over a millennia. We united the tribes within us to calm the wendigo storm. But, what you do not know… is where we truly came from,” She motioned to Lucky. “Tell them…”

“I am Monitor 117 Unwavering Fortune assigned to this shield world, designate: 0002 Caballus. I served the builder rate of the Forerunner ecumene under the sisters Heiliona and Hydorae during and after the fall of our empire.”

The room went silent with gaped jaws and a two concurrent thumps. The silence was unnerving until Rainbow broke through. “Wait! Who the heck are Heiliona and Hydorae?”

“Luna and I are. Or… we were a very long time ago.”

Spike gasped. “Y-You guys are… Ancient Aliens?”

“Yes, but there is more to our tale-“

“Y-You can’t just drop a bomb like that!” Rainbow went frantic. “I mean! You’re aliens? What! Wh-wh-what does that even make us!”

“These simple creatures reactions are understandable, in a way. Not all can handle the knowledge that the Forerunners once possessed.”

“Don’t tell me what I can and can’t handle, eyeball!”

“Rainbow p-please…” Rarity whined while Applejack helped her back to her seat.

“Let them finish!” Twilight spoke uncharacteristically sternly. She sat with her hooves clasped, seriously eager to learn her mentor’s past.

Celestia took a deep breath and spoke. “Eons before this world was created,” A hologram of trillions of stars sprang to life. “There was a species of beings so intelligent that they were considered godly by those who prospered under their rule. The Forerunners spread through our galaxy, seeding and building millions of worlds, just like our own.”

Luna ignited her horn showing a planet with a large structure consisting of several disks nestled beside it. “For Millions of years, we prospered and grew. But, there was one species who dared to test our might!” The hologram shifted to that of a primate-like creature standing upright. “Humanity spread through the stars, burning countless worlds with reckless abandon.” Flying ships filled the room showing projectiles being shot from then and large laser beams cutting swaths on a nearby planet’s surface.

Celestia took over “War erupted and for millennia blood was shed on both sides, until. Exhausted and bruised, we Forerunners were able to halt humanity’s advance.”

“Why did humanity hurt the Forerunners?” Fluttershy innocently asked.

“We thought they sook to eliminate us and take the Mantle of Responsibility into their own hands,” Luna answered.

“What’s the Mantle of Responsibility?” Starlight asked.

A symbol of the Mantle came to life before them. “The Mantle was our religion. The belief that we based our entire society upon,” Celestia explained.

“It upheld the belief that we were given stewardship over all life in the galaxy. We were to be their protectors and their guiding light… but we failed. Weakened by our conflict with the Humans, we soon found that… they weren’t trying to eradicate us. They were running.”

“From what?” Starlight inquired again.

“The Flood,” Lucky responded. Just then, a projection of an infection form came to life, scuttling across the room. Rarity yelped and jumped on to the map.

“The flood was a parasite so foul that it could destroy everything it touched,” Celestia stomped on the hologram once it strayed too close to her. “World after world fell as the parasite grew. We tried to find a cure or some way of combating the plague but… found nothing.”

“One thousand plans tried… one thousand plans failed,” Luna added.

“What happened after that?” Starlight asked no sooner than Lucky emitted a loud alarm making all who were present cover their ears.

“What’s that!” Twilight whined.

“The geostationary “tripwire” satellites have detected a slipspace rupture!”

“What?” Celestia and Luna shared a look of fear.

The map showed a metal planet with a red beacon pulsing far above its surface. Once again Celestia and Luna froze, wondering what could have found their world after one hundred thousand years of silence.

“What could it be?” Luna nervously asked.

Her answer came when the projection switched to that of a strange symbol.

“Oooh, that looks like a cute little crab claw trying to grab a lollipop!” Pinkie beamed while leaning on the map. Twilight eyed the princesses becoming increasingly annoyed by how they’ve been vague to the point of withholding information.

“This is actually very good, right mistresses?” Lucky blinked.

“Yes… good indeed…” Celestia mumbled.

“Why do you sound so uncertain?”

Celestia looked away.

“Yeah! Why do you sound uncertain princess?” Twilight spoke out.

“I-”

“Why didn’t you tell anypony that you two were aliens? Why did you wait until now when the world is in danger to let us know this obviously important information! Why did you hide this away and lie to us for over one thousand years!”

For the first time in her life, Celestia stood cowering like a foal being scolded by her parents.

“I know you don’t need to tell us everything, but this,” she pointed to the symbol, “is way too important to leave out!”

“Twilight I-” Luna calmly hushed her sister with her wing.

“Celestia and I decided to leave our time as Forerunners hidden. The sins of our people were too numerous. Due to our negligence, and our ego we let the entire galaxy fall prey to the flood. And in one final act of divine justice, we killed every living thing in existence.”

Twilight’s muzzle went pale at how coldly and reserved Luna spoke of genocide on a Galactic scale.

“You…” She turned to the others “All of you can judge us later. But what this symbol represents,” She turned to it, “is that Humanity is on our doorstep. And we must prepare in any way necessary.”

“Wait,” Fluttershy spoke up. “H-How are… well. How is Humanity here? You said that you ki-” She couldn’t speak that horrible word.

“Yes, we did. But we also took samples of every known intelligent creature so that when the Galaxy was cleansed, it may be repopulated.” Luna’s gaze fell on Twilight. “We knew that our time was over and we let fate decide if Humans were worthy to reclaim the Mantle.”

“As much as I love to hear you dictate, Mistress Hydorae. The vessel is approaching the planet at a frightening speed.”

“How long before it reaches the tropic layer?

“Three to four hours.”

“Which port is it closest to?”

“009-4D, mistress.”

Luna pondered the location. “That’s directly over the Changeling kingdom…”

Everyone in the room gasped as Rarity fell from her seat once again earning an annoyed, “Dangit!” from Applejack.

“I know this is sudden, but I need you all to be ready at the train station in less than an hour.”

“Why?” Applejack asked while helping her ivory friend off the floor.

“We don’t know what these humans are capable of. I don’t want anything… drastic to take place. Please, just… be ready.” They all took a deep breath and nodded before clearing out in a hurry leaving Spike, Twilight and the princesses in a thick awkward silence.

“What should I do, mistress?” Lucky asked calmly.

“Stay here and see if there are any more vessels entering from slipspace.” She turned her attention to Spike.

“Come with me, Spike.”

“Huh? Why?”

“I believe that they could use a moment of privacy.”

Spike nodded with a thumbs up and scurried out with Luna close behind.

Lucky looked between the two. Even with his mind trapped in a metal casing, he knew it wouldn’t be right to speak here. Celestia stared at the symbol wanting desperately to say something, but she wanted Twilight to let her know of any grievances she had.

Meanwhile, Twilight’s mind swam with mysteries, questions answered and even more asked. She understood why Celestia kept her silence for so long, but what she couldn’t grasp was why did she wait until the day aliens practically invade to let any of them know. She wondered if Starswirl knew of Celestia’s true nature. “Who are you?” She asked with a wavering whimper.

The question, so simple yet so complex, cut deep at Celestia’s heart. “I am still me, Twilight.”

“Why didn’t you tell us?”

“Luna explained-”

“Why didn’t you tell us!” Her voice dominated the wide space.

“Some things are better left unknown,” Celestia sighed. “Yes, Luna and I are one hundred times as old as you once believed, and yes we kept it a secret, but… Look at the world that we created.”

“But… this is…” Twilight looked at the symbol standing proudly over the empty room. “Why?”

Celestia retreated once again. “Twilight, you must understand that this is-”

“What are you?” Twilight spat with venom.

That cut as deep as Twilight questioning her identity mere moments before. “I am… me. I don’t understand what you-”

“What are you!” Twilight shook with anger and fear.

Celestia approached her student and sat before her. “Twilight,” she placed her wing gently on her cheek. “Give me your hoof…” Twilight hesitated but allowed Celestia to gently take her hoof and place it on her chest. “Do you feel that?”

Twilight looked up to her teacher.

“My heart beats just as yours does… It does not matter what I am. You have always been near and dear to me. I am sorry that I didn’t tell you sooner… With a matter as intricate as this, it’s hard to explain to anypony.”

Tears clouded Twilight’s vision “I… I-I’m scared,” she whimpered. “So much is happening, and I don’t… I don’t.”

Celestia took Twilight in her embrace and wrapped her wings tenderly around her. “I’m scared too, my little pony. Luna and I sought to keep this world safe and out of intragalactic affairs. We wanted you all to lead simple happy lives. Something that we took for granted so long ago. Even if that comes with the near destruction of our kingdom on a regular basis,” Celestia chuckled.

“Yeah…” Twilight snorted. She nuzzled into Celestia’s chest and sighed. “No more secrets, okay…?”

“I promise, besides. I don’t believe I can keep any more from you. Not at this point.”

Twilight laughed and wiped away a tear.

“Come, let’s join the others.”

The trip was a long tense journey full of anxiety and curiosity. The more adventurous of the ensemble could not tell if it was fear, or excitement taking residence deep in their gut while the more cautious could tell exactly what was upsetting their bellies. Few words were spoken outside of questions in post of what to expect even though the sisters did now know what would soon be plunging deep through Equestria’s atmosphere for the first time in thousands of years.

Luna looked to the sky and wondered what kind of Galaxy was on their way to greet them, well. Less of a greeting and more of an insistence. She cursed, yet respected the Librarian for her need to clear a guilty conscious of reverting what was left of humanity to a state beyond primitive. But, she was there during the war. All of the meetings, the plans, and even during a siege of her and Celestia’s vessel. Are creatures as barbaric and violent as humans truly ready to guide the Galaxy into an era of everlasting peace?

“Luna?” Celestia sat across from her sister. “You’re heavy on the mind, aren’t you?”

“Very… The least is to say that I am a bit nervous.”

“You aren’t the only one…” She looked to the baby blue sky as well. “Are we even ready?”

“I’ve been wondering that since Lucky came back to us.” Luna snorted and shook her head, “It’s just like back then when we had to drop what we were doing to join the fight.”

Celestia wearily smiled. “It is exactly like that. Human attacks, then the parasite nearly taking control of our ship,” She played with her hooves and sighed. “All of those Warrior Servants fallen...”

“Well, at least this will keep us occupied for a while. I prefer alien visitors over watching dreams and diplomat work.”

“Oh please,” Celestia rolled her eyes. “You tried to be a diplomat and we saw how well that worked out.”

“I had to rid several dreams of the damage you caused,” Luna slyly shot back. “Never thought that you of all ponies were capable of producing such horrid nightmares.”

Celestia giggled with her sister, not a moment before a brilliant blazing light streaked through the sky.

Everyone shielded themselves from the blinding object. “What is that?” Twilight asked while trying to get a glimpse of the object.

“It’s pretty!” Pinkie chirped.

“You mean, bright! Really, really bright!” Rainbow rubbed her eyes. As soon as it was spotted, it crashed into the land silently while increasing in intensity tenfold. All watched in awestruck fear while a mushroom cloud billowed skyward snapping trees.

“Everypony! Brace!” Twilight cried out as powerful, deathly concussive shockwaves ripped through the cab, shattering all windows. Ringing and screams were all that could be heard. Celestia shambled to her hooves while trying to steady herself. She was dazed and rambling like a drunkard, but she had to make sure the others were alive.

“Is… Is anypony hurt?” Her voice was distorted and muffled.

“S-Sister!” Luna coughed. She saw the distorted midnight blue frame of her sister holding something yellow in her arms. Celestia approached hoping that she was tripping over her hooves and nothing else. In Luna’s arms lay Fluttershy unmoving with trails of blood leaking from her ears.

Still shell-shocked, Celestia looked around the remainder of the car. The others were strewn about rolling in agony with their hooves clasped to their ears.

“S-She’s still breathing…” Luna used a fallen tablecloth to wipe away the blood. “Nothing could have survived that…”

“It is fortunate that we did… Are any of you hurt?”

Groans of disoriented agony were the only response. Celestia turned her attention to the now towering mushroom cloud. The way it churned made her stomach churn. The thought of who else could have been in proximity of the blast didn’t help settle the butterflies in her gut either.

“C-Cel… Celestia…?” Twilight rose unsteadily and shambled over to her teacher.

Celestia nearly lunged to keep Twilight from collapsing. “Save your strength Twilight.”

“What… what…” Twilight heaved. The explosion had taken every bit of air from her lungs.

“Deep breaths…” Celestia gently petted Twilight. “Stay here. I’m going to go see if there are any survivors.”

“N-Not by yourself…” Twilight rasped.

“I have to… You can barely stand.”

“I… I can handle it…”

Celestia, against her better judgment, agreed with a defeated sigh. “Alright, but we do not know what state anypony could be in after… that. Are you certain?”

Twilight summoned her strength and stood before Celestia. “I-I’m certain!”

A proud smile dominated Celestia’s muzzle. “Luna…”

“Yes, sister?” Luna replied while gently rubbing Fluttershy’s forehead.

“Please tend to the others. Twilight and I are going to-”

“If y-y’all are walkin’ into that mess b-by yerself… then yer a couple of p-plum fools…” Applejack stood and steadied herself.

“Applejack…” Twilight spoke gently

“Y-Yeah! You guys are g-gonna need… ugh…” Rainbow clasped her head. “I’m fine… And I’m coming!”

“Me too!” Spike’s little claw was all that could be seen from a pile of plates and tablecloths.

“You all need to recover!” Celestia spoke with calm authority.

“With all due respect, princess.” Applejack picked up her hat and brushed it off. “We ain’t lettin’ y’all walk into that,” She pointed to the blast epicenter, “alone.”

Celestia looked at Twilight for backup, but she shrugged with a wide grin.
“Sorry, Celestia.”

Celestia sighed, “Please, just… stay close.”

They all nodded while Spike dug his way out from under the rubble.

“Luna…”

She gave Celestia a warm smile.

“We’ll return soon.”

“Be safe sister.”

The closer they drew to the explosion, the more scorched and mangled the landscape became. The crunch of the charred ground made their hooves, and claws itch and the thick scent of smoke in the air clogged their lungs. It was bad enough from where the train had been hit, but here. It was desolate. Dead. Nothing but fires and ash. Twilight looked up to Celestia who trotted on with a stone expression. She hadn’t spoken since they left the others back on the train. Of course, it made Twilight worry, but she knew that this was beyond simple questioning and pestering. In the distance, the eerie silhouette of the Changeling hive revealed itself.

“We made it!” Spike cheered.

“Finally! I don’t know how you guys can walk for so long!” Rainbow tried to dust off her now blackened hooves.

“Something isn’t right…” Twilight squinted through the smoke. As the smoke cleared away, a towering mess of mangled metal could be seen burning behind the main hive.

“Great green apples,” Applejack said with her mouth agape.

“They… they took a direct hit,” Twilight shook in fear and horror.

Celestia still didn’t speak, but the gravity of the impact had set deep within her already tormented mind. She was mainly taken aback at how the hive survived the explosion, but had the changelings survived.

“What now princess?” Twilight asked.

“Come.”

They cautiously continued on.

Within the hive, it was dark, dead, and a foul rotten stench filled each corridor. Twilight lit her horn and led the group to into the abyss within. It was quiet and every step they took echoed through the hollow walls. The unnerving silence was occasionally broken by the sound of the wind channeling through the halls bringing fresh ash.

“I don’t think anypony’s here,” Applejack swallowed hard. Then, a deep growl resounded through the inky black space.

“No, no, no, no, no!” Rainbow whined. “What was that!”

“Stick close!” Celestia swiftly scooped up the pegasus in her wing.

Again, a deep reverberating growl came their way, sending chills down their spines. Spike hid in Twilight’s mane while Applejack nervously readied herself to buck the stuffing out of whatever it was. Then, from around the corner, a misshapen lump with three cilia-like growths coming from its face came into view.

Celestia acted instantly, sending an incendiary spell towards the creature. It squealed then toppled over leaving a vomit inducing odor behind.

“Wh-Wh-What was that??” Spike gagged with his claws clasped tight on his mouth.

Celestia lit her horn and approached the now dead creature. “No… p-please no… NO!” Tears streamed down her cheeks as she suddenly collapsed.

“Princess!” Twilight quickly rushed to her side.

Celestia sobbed uncontrollably in front of the abomination’s still yet searing form. Her tears stung, but so did her heart. Memories of the war came flooding in so fast and heavy that it felt like her mind would shatter under the sheer volume. After all of these years. Her entire civilization. Everyone that she knew. The parasite lived. And it was here, on her world.

“Princess please!” Twilight shook Celestia violently, but she continued to rock and cry reciting “no” as if she were a broken record. Another deep groan came through the halls. Twilight readied herself to defend Celestia at all costs, but the creatures moans were interrupted by a bright white light.

From around the corner stood the king of the Changelings with a small group of survivors behind him.

“Thorax!” Spike cheered while giving his friend a tight hug.

“What are you guys doing here?” He spoke with a mix of confusion and relief.

“We were gonna come warn ya about that thing that fell from the sky!” Applejack answered. “How did y’all survive?”

“We were underground when the explosion happened. All who were in the upper levels… well…”

They bowed their heads in respect for those they lost. His attention turned to a whimpering Celestia. “What’s wrong with the princess?”

“I don’t know… She saw this thing, burnt it, and then she started crying,” Twilight gently rubbed Celestia’s back.

“I… I… I’m… No… No, no, no, no! This cannot be happening again!” She cried harder.

“Princess…” Thorax spoke softly while kneeling in front of her. “What is happening.”

“Celestia looked up to him with red puffy eyes. “That creature! That… thing!” She pointed to the carcass. “Was a poor changeling who fell victim to the parasite!”

“Parasite?” Thorax tilted his head.

“The Flood!”

“I thought the flood we’re those little things we saw back in the Castle.”

“That was just a-a-an infection form, young Rainbow. When the p-parasite takes control of you… it… it twists and perverts your body to suit its needs. Just as it did to this poor changeling.”

“We’ve been fighting our way through this “flood” since the meteor crashed.”

“We must leave now!”

A scream could be heard from the rear of Thorax’s group. An infection form wrestled with a changeling before viciously burrowing into the poor creature's chest. “Spiracle! No!” A young female changeling tried to lunge at her fallen friend but was held back. He panicked and screamed while this disgusting thing shoved his organs out of the way and violently snapped his exoskeleton. Sounds of bones breaking and a sickening fleshy ripping filled the cave while his screams died. His jaw had been forced open while his horn tripled in length. Three disgusting cilia laden tentacles protruded out from his sickeningly unhinged mouth, and he charged at the group.

Applejack lept into action and delivered a swift buck directly to the creature’s chest sending it flying to the wall. But, it recovered instantly and attacked again only to be enveloped in Twilight magic and thrown a considerable distance. Then, more infection forms came spilling from the walls, descending on the group. Panic quickly set in as they fled from the incoming flood. The parasitic life forms hooked their tentacles on to anyone who lagged behind.

“Quick! Through here!” Thorax took a hard right down a straight yet narrow hallway. The others followed except for another changeling who fell to the swarm of flood. They entered a wide space while Thorax held off the coming parasites before sealing them in with. All that could be heard were soft cries and hitched breaths.

“Where are we…?” Rainbow panted.

“The upper…” Thorax exhaled heavily, “The upper brooding chamber…”

“C-Can they get in?” Spike asked while fanning Twilight with his wings.

“No… we keep this room sealed so the hatchlings can grow.”

“So we’re stuck here?” Applejack fell back on her haunches and took off her hat.

“I know several ways out of the hive, but… I don’t know how far those flood things have spread.”

Twilight turned her attention to Celestia who was lied curled up into a ball while softly crying. She sat and buried her face in her hooves. They were trapped, boxed in by an unrelenting enemy that could turn their own flesh against them. If this was the “reclamation” that Celestia spoke of, then they were surely doomed.

Author's Note

Here we are with things hitting the fan in a near instant, as is the case with a flood infection. Also, for those of you who don't know what the symbol for the Mantle and Reclaimer look like, well here you go.

The Mantle

Reclaimer

Now, I tried to describe in better detail about how the Reclaimer symbol looked, but the best I could do was view it through the lens of Pinkie. Thank you for reading:twilightsmile:

Chapter 3

Awaken the Nightmare

“Keep them from boarding at any cost!”

Sirens blared as personnel and citizens alike scuttled around amidst the chaos. Among them, two young girls, freshly conscripted into the Builder Rate. They were frightened, excited, and anxious all at once. This was the first that they had seen of the parasite that humanity brought to their shores, and they were determined to put an end to the outbreak.

Warrior servants lined up in front of them, their light rifles buzzing with anticipation. The sisters clutched their energy pistols, ready to reign down a flurry of hard light on any flood form that dared creep through the blast doors. Then, nothing other than a blinding flash and ringing filled their field of view. Before them, scuttling infection forms made quick work of the servants unfortunate enough to be at the head of the formation. There she saw it, and never wanted to witness it again. There, she had seen the horror of what was called nothing but a simple infestation, and how it twisted its hosts very flesh in the most sickening way imaginable. She took her sister and fled from the nightmare than pursued them. But… you can’t run forever

Starlight sat in her room reading up on flight spells. From the moment Rainbow showed her that she could punch through the sound barrier with ease, she had wondered if there was a way to match those seemingly superluminal speeds. As she flipped through the pages, a blinding flash came through her window, illuminating the crystals and blinding her. Soon afterward a dense concussive boom ripped through the halls shattering her windows raining shards of crystalline glass upon her.

She blinked the spots out of her vision and checked to make sure none of the glass had embedded itself in her flesh. Aside from a minor cut to her right flank and a slight ringing in her ears, she was okay.

“Starlight! Starlight!” Trixie came stumbling in with one eye covered.

“Are you okay, Trixie?” She came to her friend's aid, sitting her on the bed and cautiously moving her hoof from her eye. She was relieved to see that it hadn’t sustained any visible injury.

“W-What was that!” Trixie was in a state of hysteria, hyperventilating and shaking violently.

“I don’t know,” Starlight fanned her with her magic and looked to where the blast came from. In the distance, she could make out a mushroom cloud sitting on the horizon. She gasped, “Are you going to be okay?”

Trixie nodded and laid out on the glass covered bed, not at all bothered by the shards poking at her skin. She could hear the panicked screams of ponies streaming in with dust clogging her lungs as she dashed towards the map room. She burst through the doors, finding the green glowing orb zipping around muttering to himself. He zipped around sharply, unnerving starlight with his single glowing green eye.

“You! Native!” He flew directly in her face, giving her a good view of the light powering the monitor. “Do you know of any way to reach the Mistresses!”

“I-I don’t know. I could probably teleport us there. Wait! What happened?”

Lucky returned swiftly to the map that had shown a red pulsing orb directly over the Changeling Kingdom. “Thorax...” Starlight said to herself.

“I thought that the reclaimer ship would bleed off some velocity before it reached the ground, but that explosion was the result.

“That’s where they were heading,” Starlight studied the map closely. “We need to help them!”

“Not so fast native. I will go assist the Mistresses. You stay here.”

“No! My friends are in trouble! You aren’t going anywhere without me!” Starlight stamped her foot, asserting her stance.

“This is not a debate! The flood is on Caballus and we do not need any one of you to become a host! There may already be too many for us to handle without the Sentinels!”

Starlight's horn sparked as she backed Lucky down, “I don’t know, or care about what the flood is! My mentor could possibly be in danger! Either you come with me and find the princesses, or I go alone!” She growled, staring daggers into Lucky’s simulated soul.

“As you wish, now come. We need to locate the nearest matter transport.” He started to float away.

“Matter transport?”

“Yes. You said that we were going to teleport.”

“Oh! I can teleport us there.”

Though he didn’t have any facial structure, starlight could feel the skepticism radiating from his carapace. “You can?”

“Yeah, just come here.”

“We do not have time for games, native.”

“It’s Starlight and I’m not playing any games,” She left this plane of existence and reappeared at the door with a magical flash.

“Absolutely Fascinating!” Lucky twirled. “Once we get this infestation under control, I’d like to study you in depth.”

Starlight imagined being poked and prodded by cold metal rods while lying under intense light. “I’ll… take a rain check,” she chuckled. “Now come on!”

Just as she was about to ignite her horn, Trixie came towards her with a hoof to her head. “Wait!” She called out.

“I don’t know what’s going on, but you aren’t doing it without me.”

“Trixie,” Starlight said in a motherly tone. “You need to rest. We don’t know if that blast scrambled your insides.”

“Trixie's innards are none of your concern!” She proclaimed proudly, before placing her hoof back on her head.

“Trixie…”

“I’m fine. My head just hurts a little. Besides, you know you’ll need somepony as powerful as moi to watch your back.”

Starlight sighed with a smile. “Are you sure you’ll be okay?”

“Trixie isn’t encumbered by a simple headache, Starlight,” She huffed with pride.

“Okay…” Starlight looked at the map one last time. A deep pit of fear and anxiety took up residence deep within her gut. She focused on the Changeling hive and in a snap they were gone.

Dust clogged her lungs and stuck to her pure alabaster fur. Rarity paced throughout the car, pondering on the whereabouts and wellbeing of her friends. Pinkie sat with Luna while she gently rubbed Fluttershy’s head. It had been well over two hours since Twilight and Celestia left them to search for survivors. She looked towards the epicenter of the blast wondering just what exactly could survive anything as terrifying as that. Deep in her gut anxiety grew as she wondered why they would leave so suddenly and without the three of them that remained. She looked over at Fluttershy sleeping soundly in Luna’s arms. Luna hadn’t said a word since she and Pinkie woke up, but she could tell that something deeply bothered her. Luna met Rarity’s gaze. Her eyes were red and heavy, her breathing labored and raspy.

“Are you alright?” Rarity asked while gently approaching the princess.

Luna gave her a weary smile, “I am well…”

Rarity knew all too well that Luna was taxed beyond belief, but she didn’t know what could have caused it. As soon as she was about to inquire further, a loud thud came from behind them. Rarity and Pinkie immediately took a defensive stance, ready to destroy what dared to ambush them. Moments passed until a familiar green light bathed the entire car.

“We have survivors here!”

“L-Lucky?” Luna asked in relief and confusion.

From behind him the silhouette of two unicorns came through the dust.

“I recognize that cowlick bang anywhere!” Pinkie collided with Starlight knocking every ounce of air from her lungs.

“Glad to see you’re okay Pinkie…” Starlight groaned. “Where are the others?”

“Luna, Fluttershy, and Rarity are on the train,” Pinkie replied while standing Starlight up and fixing her bang.

“What about Twilight?”

Pinkie’s smile vanished as she looked out to the faint smokey silhouette of the Changeling hive. Starlight had never seen Pinkie deflate in such a manner before. The eerie glow of a fire backlit the towering spire.

“How… How could anypony- anything… survive that?” In truth, she knew the answer, but before here half of the elements say with a princess. “How did you survive?”

“That was easy!” Pinkie bounced, instantly regaining her usual boundless energy. “I have no idea!”

“I was able to cast a partial shield that took some of the energy from that blast…” She ran her hoof through Fluttershy’s hair. “But not all…”

“Fear not, elements of harmony! The great and Powerful Trixie is here to usher you to safety, with the help of my stalwart assistant, Starlight!” Trixie announced as her cape flared with her gaudy entrance sending fresh dust swirling about the cabin.

“‘Tact’ isn’t common in your vocabulary, is it?” Lucky remarked while scanning Fluttershy. Trixie looked around as if she’d been wrongly accused.

“What? I at least want them to know that they are going to be rescued.”

“And, what-” Rarity sneezed, annoyed that she didn’t have anything to wipe her snout with. All of the napkins and such were tarnished by the dust. “Nevermind…”

“Well, she’ll live, but not without adverse medical issues,” Lucky spoke drawing all eyes to him.

“Such as?” Rarity asked.

“She’s broken a joint in her wing, a fractured rib, and her eardrums are completely ruptured. Other than that, she’s fine.”

“You call that fine?” Starlight interjected. “She needs a doctor, now!”

“How? Luna is too weak to get us home?” Rarity added.

“You’re a unicorn too. Why haven’t you done anything?”

“Because Trixie. I am a fashionista, a seamstress. Teleportation and transmogrification spells aren’t my norm. That is not to say that I cannot do them, but the results may not be… favorable.”

“Okay, Trixie and I will get you guys out of here, then I’ll come back for Luna-”

“No!” Luna rose with Fluttershy resting gently on her back. “Take these three home and make sure they receive medical help.” she looked over the flattened forest to the smoldering hive. “My sister and Twilight have been gone far too long.”

“I’ll go with you!” Starlight stamped her hoof with pride.

“No, you are not,” Luna spoke firmly.

“You can’t go by yourself, princess. I can see how exhausted you are.”

Luna wanted to off Starlight for assuming that she was in any capacity incapable of handling herself in the presence of changelings, but she knew that the more they bickered, the sooner they’d be close to death.

“Very well then, but only because we do not have the time to argue.”

“Mistress, wait!” Lucky flew in front of her as if he were blocking her way. “You can’t go. At least, not until we’ve released the sentinels.”

“The…” Luna’s expression quickly morphed into one of fear, anger, and worry. “Why did you wait until now to tell me!”

“It doesn’t matter when I told you, you know now. You can’t go in there. We can’t risk both of you falling to the infection.”

“Those bastards won’t get the chance!” Luna spat before spreading her wings and taking off, leaving billowing clouds of dust in her wake.

Starlight coughed and looked up at Lucky, “W-what are the sentinels?”

“They’re a basic defense ancilla designed to combat flood forms. I told you this back in that room.”

“The explosion may have rattled me…” Starlight coughed again. “Trixie! Teach Rarity how to teleport and get out of here!”

“I can teleport!” Rarity fumed.

“Wait! Didn’t you hear what he just said? It’s too dangerous!”

“I know, but Luna could end up like…” The thought of Twilight being taken by the flood shot through her mind, leaving a pit of angst deep in her belly. “I’m going, okay? These three needs the Great Trixie to guide them home!”

Trixie flared her cape and tipped her hat. “I’m happy that you’re finally realizing my importance.”

Starlight chuckled and enveloped herself in her aura.

“Wait!” Trixie called out. “Please be careful…”

Starlight had never heard Trixie be sincere, or scared. “Don’t worry. I cab handle it. Come on Lucky!”

“And risk the flood using my knowledge again the mistresses? No thank you. I am going to return to the castle and figure out why the sentinels have yet to arrive.”

Starlight dismissed him with a wave and flew away, soon being lost to the dusty sky.

Author's Note

Sooooo, this one was hard to get out, mainly because I knew what I wanted to do... but I didn't know how to do it. I had awful writer's block for three weeks trying to figure out how to get them out of the hive, and get Starlight plus Trixie into the bigger picture. Anyways, I hope you all enjoyed

Chapter 4

Fight or Flight

Spike stroked Twilight’s mane while she rested on his lap. His dexterous claws parted her hair clicking as it would snag on his scales. Occasionally he’d scratch her scalp sending waves of relaxation through her. It was a brief moment of levity in a situation with all of the odds stacked against them. They sat scattered in a room with depressions in the ground from where channeling eggs once hatched. Some had been fully formed, leaving her to wonder if there was a developing larva inside.

She shuddered at Spike hitting that one spot right behind her ear. “Sorry,” he whispered as he withdrew.

“It’s okay, Spike.” Twilight then looked over at Celestia. She had been laying fetal side Thorax sealed the door. A considerable amount of time had to have passed since they cornered themselves in this room. Seeing Celestia in a vulnerable, infant-like state stirred up a sour soup of bile in her gut. Yes, she has seen Celestia be bested by Chrysalis, have her magic taken, frozen in stone, everything… but not once had she ever shown fear…

A worried whine squeaked from her throat, catching Spike’s attention. “Thought of how we’re gonna get out of here?” He asked while playing in her bangs.

Twilight snorted and deflated in the dragon’s lap “No…” she looked over to Thorax who had been pacing about and discussing something with his changelings for some time. “Have you?”

“Know any explosive spells?”

“Yeah, but they’d bring the whole place down on our heads.”

“Then I got nothing- actually. Why don’t we just teleport out?”

“Teleportation takes a lot of energy. Teleporting oneself can completely drain you on the fourth or fifth time. Teleporting several ponies at once is… dangerous”

“Right…” Spike slumped.

“Especially since we’d be going through whatever this place is made of,” She waved her hoof around.

“Huh? Why does that matter?”

“The more material you go through the more magic it takes,” She sat up and looked the dragon dead in his slitted eyes. “Teleporting isn’t popping in and out of reality, it’s more like… de-materialistic super luminous travel.”

Spike stared blankly at her for a moment then shook his head. “You’re the only pony who can be a nerd in a life or death moment.”

Twilight sighed and flopped back onto his lap. “Well still, it would take more magic than I or Celestia can output to teleport out of here.”

“Uuugh!” Rainbow wailed catching everyone’s attention barring Celestia. “So that’s it? We’re just gonna sit here while waiting for these things to eat us?”

“Calm down,” Applejack spoke from under her hat. “Give Thorax some time.”

“How can you guys be so calm!”

“What makes ya think we’re calm?” Applejack looked at her with tired red eyes. “I want outta this hole same as you, but we don’t know jack about this place. We just gotta have patience.”

“But the others? What if they get eaten?” Rainbow whined.

“We ain’t gonna let that happen!” Applejack spoke proudly.

Rainbow dropped to her haunches and started playing around with the shale like rock. Twilight looked back to Celestia. She still lay there on her side, not even a single peep uttered. She then focused on Thorax who had his eyes fixed to the ground while his changelings inaudibly spoke.

As if he felt Twilight’s wandering eye, he met her gaze. “I know of a way out that leads to a cave not far from here. We can make our way to the surface from there.”

“Good! Let’s go!” Rainbow sprang to her hooves immediately.

“Wait!” Twilight Rose was well. “What’s the catch?”

Thorax avoided looking her in the eye and but his lip. “We…” he sighed “We would need to head to the lower levels…”

“Why is that an issue?” Applejack asked.

“That’s where the greatest population density is… and where that infection has most likely spread to…”

“No… No! There has to be another way out!” Twilight choked up.

“We’re boxed in. The only way out is up or down, and the ventilation shafts are to narrow for any of us to squeeze through.”

They all sat in silent contemplation until all eyes fell on Celestia. Twilight slowly approached her and gently places a hoof on her side. Celestia twitched and slowly peered back at Twilight. Her eyes were bloodshot and the fur on her cheeks was matted and crusty, the tears drying up some time ago.

“P-Princess… Thorax-”

“I’ve been listening the whole time…” her voice was solemn and scratchy. A far cry from her usual composed and compassionate tone. “We’d be better off staying here…”

“What? We can’t!”

“If the flood takes any of you, they’d be unstoppable…” She looked over to Rainbow. “The flood doesn’t “eat” you… They take control of your body, leaving you alive to experience… everything.”

Twilight gulped as the changeling who turned before them flashed into her mind. She shuddered at their wails of agony as the parasite took broke and twisted their body.

“S-S-So what does it do?” Spike shook.

Celestia sat up, her joints crackling. “You either fight for them… or you become one of them. They assimilate the knowledge of everything they infect. If they were to take any one of us, the knowledge they’d add to their ranks would devastate the rest of Equestria…”

“But we can’t stay here, Princess,” Applejack spoke up. “Those things’ll tear through Equestria faster than a bull with a hernia in a glass museum!”

“Yeah! And we can’t leave the other’s outside! Fluttershy was hurt, remember?”

Celestia avoided their pleading gazes. Tears filled her vision once again while she stifled her sobs. “You don’t know what the flood is capable of…” She tried her best to keep her tone steady. “They aren’t just an infection or a plague. They’re something far more evil and perverse. They enjoy torturing their victims…” Her composure broke with a quaver in her lips. “They live to see all intelligence cower before them…” Fresh tears coated her cheeks and her chest tightened. Millions of souls lost, her family, her rate, her master all gone. “We were the most advanced beings in the galaxy. And even at the peak of our civilization, we couldn’t stop the flood!” She broke down and sobbed uncontrollably. “No matter how hard we fought! Everything we tried failed! They even took our ancilla from us! The day that Mendicant Bias attacked the Maethrilian… it… it showed us what the flood thought of us… How much they could damage us…

“Celestia…” Twilight gently leaned on Celestia's side.

“W-What hope do we have now!”

Twilight stood before her mentor. “Celestia, look at me.”

She continued to sniffle and whimper.

Twilight grabbed her cheeks as a mother would with her child. “Celestia! We’re all scared, and we all saw what the flood can do. But… we need you. You…” she sighed. “You may have lost everything, but you survived. And you’re here now so you can put an end to what you didn’t finish before. We don’t know what we’re up against, but you do…” She smiled and chuckled. “You always taught me to never stop no matter what’s in your way. All of the tests you gave me before my ascension, everything you did for me when I became a princess. It was all because of you.”

Celestia could see the fear and anxiety in her student's weary eyes, but behind that was a small spark, a kindling of hope and determination. The exact same determination that she saw all those years ago when she took Twilight under her wing. She couldn’t cave in. This was her home- her world that she spent eons building and even more so cultivating. She stood tall, the angelic flow of her hair restored to its former radiance, and turned to Thorax.

“Lead the way.”

“Whoo yeah!” Rainbow cheered with a flip. “Let’s kick some ass and show these buggers who’s boss!”

“Watch that mouth o’yers!” Applejack scolded with a frown.

“She doesn’t mind, right?”

“Language, Rainbow,” Celestia said with a mock stern tone.

Luna flew through the dusty atmosphere, her blood boiling and her mind racing a million miles a minute. Her anger seemed amplified by the heated atmosphere that passed over her wings.

Of course, the day that Humanity comes, they bring the single greatest threat to all of existence to their doorstep, and her sister was in the heart of it.

Through the dust, she saw the hive come into view. She landed and immediately began searching for a way in, or she could have forced her way in. Just as she found a perch-like opening someone called to her.

“Luuunaaa- oof!”

A purple mass slammed face first onto the platform and began to tumble down. Luna caught her, pulling her up on the One.

“Are you okay?” She asked while placing the dazed unicorn down gently.

“Heh, I’m fine. Came in too low,” Starlight chuckled, knowing that a sizable knot would grow where she hit her head.

Luna glared down at her with admonishment. “Why aren’t you with the others?”

Starlight rubbed her forehead. “You said I could come.”

“I figured that you’d come to your senses and help your friends.”

“Well, Twilight, Spike and Thorax are my friends too. Let’s go!” She started towards the entrance but Luna took her in her magic.

“Are you sure you’re Twilight’s student? You’re more stubborn and straightforward than she is.”

“You need to be around Twilight more often,” Starlight snorted with a smirk.

“Listen,” Luna set starlight down and looked her in the eye. “These creatures are nothing like anything you’ve faced before. If they get a hold of you I… I can’t promise that I can save you.”

“I can handle myself, besides you said that “those bastards won’t get the chance!” just a few moments ago,” Starlight playfully teased.

Luna coughed with a stale face and went inside.

“Wait- aaaaaaaah!” Starlight was sent tumbling into darkness rolling and flipping as she fell down a shaft. She couldn’t orient herself and panic soon set in as she realized the ground may meet her with a painful slap. Then suddenly, she felt Luna’s familiar magical embrace.

“Are you okay?” Luna’s voice resonated softly in the dark.

“Y-Yeah… how far did we fall?”

“I am not the slightest bit sure…” Luna looked up to where they entered. “Stay close and keep your horn hot.”

Tentatively they moved forward through the lowlight tunnel. Starlight had been through the hive before. Even under Chrysalis’ hoof, it wasn’t nearly as dark and dreadful as it was now. Perhaps that could have been a direct cause from that explosion because not only was it dark, but there wasn’t a single changeling in sight.

Starlight looked around curiously and cautiously while Luna pressed on with a stoic march. She couldn’t silence her beating heart, nor calm the flames each palpitation fanned like a billows for her raging forge. She didn’t remember much of the forerunner she used to be, but her hatred of the flood was one that persisted well through her rebirth. She did not know why she vehemently despised the parasite, but she knew her rage was pure from what Celestia had told her of their past.

She was lost in thought and trying to pry memories from her mind’s deepest stores when they rounded a bend and were sucker punched by a sickly sweet stench that made Starlight double over.

“W-What is—”Starlight heaved, holding desperately to the hay and sweet oats she had for breakfast. “What… is that… s-smell!”

Luna’s eyes twitched as the foul odor violated her nostrils. “Rotting…” she paused. Her stomach began protesting what information her snout relayed, but she steeled herself and took a deep breath. “Rotting flesh…” she groaned. “A s-signature of the—” she felt the sour acid and enzymes of her belly rise to her throat but she forced them back down. “The f-flood is extremely present… You go ahead of me. I d-don’t- goodness!” She plugged her nose with her wing. “Stay ahead of me so I don’t lose you!”

As they pressed on further the disgusting smell intensified tenfold while adopting a rusty blood-like scent. Starlight tried to mitigate the assault on her sinuses by breathing through her mouth, but the air was so sour that she could taste the odor. She sputtered and raspberried hoping it would get the taste off her tongue.

Luna followed close behind fanning the air though she believed she was masking the situation worse. It seemed to thicken the further they went into the hive. Some moments later she heard a sopping squelch and a surprised peep.

“What did I step in…?” Starlight dares not look down at her hoof lest she wanted her stomach to give right there. While she quivered Luna brightened the light from her horn and found Starlight had stepped in a yellow mass with green red and orange splotches that oozed mucus and a gingivalis-like funk.

“This is the flood’s doing… We need to find another route.”

Just as they were about to turn Luna spotted an infection form lunging at Starlight. She quickly took it in her telekinetic grasp and enveloped the creature in black flames. It made no sound aside from the gut-wrenching noise of its flesh sizzling and popping like an egg on a hot sidewalk. Luna tossed it aside and stomped on the ashes. “If that had taken hold of you, there would be nothing I could do to save you.”

Starlight nodded and gulped. Doubts crept into her mind. Maybe she should have stayed with Trixie and Lucky. The way that thing looked was entirely unnatural. Long tentacles, no eyes, no mouth, nothing resembling what a living thing should look like. The smell, the darkness, imaging it latching on to her and burrowing into her body made her legs turn to jelly and she collapsed.

“Starlight!” Luna gently held her in her Magic. “Are you well?”

“I…” Starlight huffed. “I need a… f-few moments…”

“I told you to stay behind,” Luna added smugly, but with a modicum of sincerity. She placed Starlight on her back and began to turn away until a shrill scream pierced the thick air.

Starlight lifted her head towards the cry. “Do you think that was them…?

Luna desperately wanted not to walk into a possible mass of flood, but her curiosity and worry for the better of her. She trod carefully over the slimy muck feeling it press against the frogs of her hooves and releasing with a disgusting pop when she stepped off. More panicked screams could be heard until four changelings came dashing towards them.

“Run!” One cried. “Don’t let them get you!”

Just as she did, a mass of infected changelings as well as infection forms scuttled and galloped towards them at full speed. Luna quickly reacted by putting up a shield while Starlight wriggled off her back. “Go! Protect the changelings!”

“I’m not leaving you!”Starlight lit her horn and added her magic to the shield.

“Could you just listen! I can handle this! Make sure those changelings don’t fall like their brethren!”

Starlight bit her tongue and ran off shuddering at the mucus clinging to her hooves. Luna focused on the infected changeling staring her in the eye from the other side of her barrier. The flames of rage billowed in her heart, and with a mighty cry, she threw very last parasite clinging to the barrier flying.

“You may have killed my people once!” A long curved magic sword covered in black flames materialized from her horn. “But I’ll be damned to the deepest pit of Tartarus before I let you take my world!”

The flood advanced once more only to be cleaved and immolated by Luna’s dance of death. Like a graceful dancer, she swiftly dispatched of all who lay before her. Then, one infected changeling shot its horn, narrowly missing her head but successfully taking off her crown. She returned the favor with a bolt of magic that all but erased the creature’s head before splitting it in two. Starlight guarded over the Changelings as they watched Luna dispatch of the flood without a hint of hesitation or mercy. She spun and danced in harmony with her blade in an almost hypotonic manner while the parasite cried out in agony.

Just as quickly as the commotion began, it ended with the final infection form being crushed under Luna’s hoof. Her blade fizzled out of existence and she turned to see Starlight, jaw agape with four cowering changelings concealed in a bubble.

“Starlight?” Luna asked while picking up her now mucus covered crown.

“Wow…” She released the changelings. “You didn’t need me at all…”

Luna gave her a smile, “Don’t count yourself out just yet. We still haven’t found my sister and Twilight.”

“Yeah…” Starlight sighed.

Luna turned her attention to the Changelings. “Are you all well?”

The Changelings murmured in agreement.

“Where is your king?”

“W-We don’t know. After that explosion, everything went dark a-a-and those things attacked!”

“What are they?” Another asked.

Luna frowned, “A horrid lesion on the face of existence.”

“Don’t worry. Luna and I will keep you safe,” Starlight spoke in reassurance wondering if it was the changelings or herself who needed it.

Luna nodded, “Do you know of anywhere he could have gone?”

“M-Maybe deeper into the hive. Where the others ran to when that thing fell from the sky.”

“How do we get there?”

The changeling pointed to where they had run from which was now littered with smoldering flood carcasses.

“Right… Starlight. You take the lead, I’ll keep watch on the Changelings from behind.”

Starlight took a deep breath, “You’ve got it, Luna!”

Thorax has been leading them through a series of winding tunnels since they left the breeding room. It was dark, but with how thick and stale the air became they knew they were plunging deeper into the hive. Twilight and Celestia have their nerves on edge like an exposed live wire ready to jolt anything that dared get to close, while Spike clung to Twilight’s back acting as sort of a guide in the lowlight tunnels. Applejack, on the other hand, wanted desperately to get out of the hive. The cramped spaces and thick air made the usually free-range farm girl uneasy, but she wouldn’t show it. Rainbow Dash was in the same boat as Applejack, only she felt a hint of excitement and anxiety for when they ran into the flood again. She wasn’t going to tuck tail and run this time.

The deeper they went the thicker the air became until they were slapped with a strong eggy stench.

“Geez!” Rainbow cried while plugging her nose. “I know who smelt it dealt it, but I can’t keep myself from calling that out!”

“No one “dealt it”, Rainbow,” Twilight nasally responded. “It’s methane or sulfur…”

“It’s neither…” Celestia replied, shining her horn on the slime-covered floor and ceiling. “The flood has already started turning this into their own hive,” She spoke with a wavering tone. The thought of seeing the flood again with the sweet yet pungent stench of decay chipped away at her thinning resolve. “Is there any other way?”

“Yes, but we’d have to go back to the breeding chamber,” Thorax spoke somberly.

“Well, we dun already came all this way. I reckon we keep goin’,” Applejack chimed in.

“And risk being infected?” Twilight retorted.

“AJ’s right. We can take those nasty little boogers!” Rainbow added with bravado.

“I admire your cavalier attitude, Rainbow. But one cannot simply charge into a flood hive and walk away unscathed!” Celestia spoke with enough gravity to end the small dispute until Spike spoke up.

“The flood isn’t invincible… right? Your forerunner guys killed them before, didn’t they?”

“Yes, but we killed ourselves in the process.”

“How did you do it?”

“With the Halo array,” Celestia replied with slight annoyance.

“I meant, how did the “Halo Array” do it?”

Celestia wanted desperately to turn back, but she decided to hear Spike out. “The Array was spread around key points in the galaxy and used high energy gamma-ray bursts to destroy the nervous system of every living thing, thus starving the flood.”

“Gamma rays…” Spike poked Twilight. “Isn’t that just hyper intensified light?”

“Yes, actually! You’ve been listening.”

“You think I just scribble down your notes?” Spike chuckled.

“What are you getting at, Spike?” Thorax asked.

“Well, since gamma rays are just light that’s been energized to the max, maybe we can use that. You guys with magic, all of you can shoot literal lasers out of your horns! The flood should be no problem!”

“They have strength in numbers little one.”

“So do we! We have two princesses, the changeling king and his changelings, two elements of harmony, and a handsome fire-breathing dragon,” He said with a smirk as tufts of fire escaped his nostrils.

“Actually, my changelings can only use, well, changeling magic.”

“Oh…” Spike deflated, “Well, we still have you and the rest of us.”

“How do the two without laser blasting horns fit into your master plan?” Rainbow asked.

“If they get too close, you guys knock their blocks off!”

“The flood feels no pain. They’ll come right back,” Celestia added, further deflating the dragon.

“Well, it was just an idea… Beats sitting here and waiting to be eaten…”

Everyone went silent individually weighing their options against turning tail, or taking the flood head on. Only Celestia knew of the true horror they wrought while the others, though having only a taste, were mostly turned off by the prospect of taking the ravenous infection head-on.

“I say we do it!” Twilight spoke with confidence. “We don’t really have any other option. If this is the quickest way out like Thorax says, then I’m willing to take that risk.”

“Me too!” Rainbow gritted her teeth and flared her wings.

“Anything to get the heck outta here!” Applejack agreed in earnest.

The changelings agreed along with Thorax leaving Celestia to decide. As she thought over the plan, an old friend crept into her troubled psyche. She wanted to shut down and hide like she did those hundreds of thousands of years ago. Her fear of the flood constantly ate away at her, clawing its way into her dreams and her life ever since she lost her original body. What were they thinking? The flood can’t be beaten. There is no way. But, then… Twilight’s words earlier washed away the fear like a river over scorched land. She had to admit, her ponies “never back down” attitudes were annoyingly infectious.

“We’ll try your plan, Spike.”

Spike fisted the air with joy.

“Twilight, you and Spike take the head, Rainbow Dash and Applejack.”

They stood at attention like soldiers ready to battle. “You will be on either side of Thorax and his changelings since they are the most vulnerable…”

The changelings grumbled while Thorax simply smiled.

“And I’ll take the rear. I should be able to keep my eye on all of you should anything go wrong.”

Twilight readied herself with a deep breath and a snort. “Here we go!”

Forward they marched as a green company into the belly of the beast. The further in they traveled, the stronger the stench became to the point that one changeling, and nearly Spike, lost the contents of their stomach. The air became so thick you could practically taste it while the walls and floor were slick with slime and mucus from an ever-growing living thing filling in every crack in the wall, every bend, every curve. Loud suction like footsteps came from the dark followed by the sounds of screeching. Celestia immediately tensed up, waiting for the flood to descend on them from every direction, while Twilight had a curious mind. She wondered what would come from around the corner, and prepared herself for what else accompanied it.

They drew closer as the sounds of screeching grew louder. Something else was resonating through the walls. Sounds of, grunting, of effort from an individual who hadn’t yet been infected. Twilight instinctively felt the urge to call out to whoever was there, but her rationale said otherwise. So she carefully closed in on the struggle, seeing an infected Changeling lunge at a silhouette only to be met with a blue blade seeped in black flames. The figure turned and gasped. “Celestia!”

“Luna?” Celestia threw herself at Luna nearly knocking her off her hooves.

“I was beginning to assume the worst!” Luna cried while squeezing her sister.

From behind her Starlight emerged with several changelings in tow.

“Starlight?” Twilight and Spike gasped. “W-what? How are you here??” Twilight asked in a relieved yet confused ramble.

“This huge explosion broke all of the windows in the castle. When that floating ball thing told us that it was you guys, Trixie and I teleported right away!”

“Did you find the others?” Rainbow nearly cut her off

“We did. Rarity and Trixie took them back home.”

A sigh of relief swept over friends. But, it lasted a literal moment.

“Sister, we have a problem…”

“If it is the flood, then we already know…” She glanced at the twitching remains of the flood who Luna had slain.

“Worse… Lucky said that the Sentinels are offline…”

Celestia’s hair went stiff and she shook like a leaf. Their first line of defense was inoperable. She had hoped that if they didn’t make it out unscathed that the sentinels would keep the disease in check. “H-how could this have happened…?”

“Perhaps when we copied our composed consciousnesses over to these bodies, our connection to the facility was broken..”

Celestia sighed and pressed the bridge of her snout “That’s exactly what we wanted…”

Luna nodded and gently patted her sister’s back.

“Let’s stop dawdling about and turn them sentinels on then!” Applejack snorted, her patience nearing the end of its rope.

“I agree,” Thorax added. “You can fill us in later, but right now we need to leave before this infection picks us off one by one.”

Luna gave her big sister a supportive smile and a playful poke to the ribs that jolted Celestia from her sudden malaise.

They moved through the mucus-lined walls deeper into the hive finding every inch covered in disgusting oozing pustules of rotting flesh. Every now and again a couple of infection forms would scuttle across the smile to be met with Luna’s blade or a charged bolt of magic from the others. That was until they rounded a corner and found a mass of infected changelings ramming into and clawing at a wall.

“This is not good,” Thorax whispered. “That’s our way out!”

“Let’s clear them out then,” Luna summoned her weapon once more and charged at the group, but just as she did, one turned around revealing a bubbling mass growing from its back. In the blink of an eye, the sac burst to send infection forms flying in all directions. The others cried out in worried horror as three of them latched on to Luna. Celestia charged with a flurry of magic bolts illuminating the dark tunnels.

Meanwhile, their panicked screams echoed through the tunnels, and as if awakening a beast, the foul air shifted as sounds of scuttling and scraping came from all around them. As soon as the forms crowding Luna were dealt with a literal flood of infected changelings came bearing down on them. Thorax bolted for the wall the flood were scratching at. With a light of his horn, the wall crumbled away letting in a rush of fresh cool air. “This way! Come on!”

The others did not hesitate to bolt for the narrow opening. Unfortunately, all did not make it as some of the changelings were dragged into the charging horde, their screams dying as they too fell to the infection. And there they ran, dodging stalactite and stalagmites growing haphazardly in the moist mineral rich cave. Their hooves beat against the rocks, and their hearts burned with heaving aching beats. Not one of them dared to even entertain the possibility to look back at what was hunting them. Then again, they didn’t need to. The hollow walls relayed every sickening and panic-inducing sound of death.

The cave floor and the walls began to dry out, and Thorax could see strands of sunlight peeking in. “Keep…” he gasped “Keep p-pushing everypony! W-w-we’re almost out!”

As soon as he called out to them, one by one they burst out into the daylight. As they filed out, Thorax collapsed the entrance keeping the flood at bay for the moment.

All of the tension, the fear, anxiety, all of it melted away under the setting sun. Applejack and Rainbow hoof-bumped one another while gasping for air, while Twilight and Starlight shared a victorious hug. Spike was busy kissing the dirt, while Thorax tended to his changelings. Celestia collected herself with a few deep breaths before noticing something gigantic sticking up from the ground. As she trained her eyes, she noticed letters of a basic language that was once common in the lesser worlds of the ecumene.

“Luna? Could you come here?”

“What is the matter?”

“Look? Can you make it out as well?”

Luna squinted at the words, “I can,” She read aloud slowly, “ “UNSC Red Horse?”” Her and Celestia shared a look of confusion.

“That doesn’t sound like any vessel I’ve ever heard of,” Celestia added while tapping her chin.

“It has been a very long time since we’ve seen a vessel like this.”

“I don’t get it…” Celestia studied the crashed ship. “How did the flood bypass the scan? Even if one of them was discovered the planet would have locked them out, regardless of if they had a reclaimer with them.”

“That is true--”Celestia was cut short by what looked like a spear narrowly missing her flanks. Her gaze went back to the hive where a cloud of infected changelings came pouring out like a swarm. “Everypony! Run!” She cried before charging off. The others had little time to react as the mass descended upon them with a hail of sharp calcified horns. Thorax was enveloped with a hail of the razor-sharp projectiles felling the changeling king with ease.

“Thorax!” Spike cried. He was just about to run to his friend, but Twilight enveloped him in her magic. “Noooo!”
Whilst scrambling to her hooves, Applejack was impaled through one of her forelimbs.

“Ahhhhh!” She cried as fresh blood seeped from the wound. Rainbow wasted no time working Applejack on to her back. Starlight gave her a telekinetic nudge before an infected changeling plowed into the ground before her twitching and hissing. “Go!” She cried.

Once again they found themselves at the mercy of an unstoppable mass of malicious intent. Huffing and chuffing while running towards a seemingly impossible escape. It was as if they were running from a hailstorm, dodging falling changelings and their projectile horns left and right.

“We need to teleport now!” Luna huffed while shielding herself.

“We cannot risk taking any one of them with us! We need a way to make some space!”

Rainbow nudged Starlight, “Here! Take Applejack!”

Starlight gently placed the injured mare on her back. As soon as she did, Rainbow took to the sky, pushing against her fatigue to gain as much altitude as possible.

“W-What is she doin’!” Applejack winced. She could see her blood sticking to Starlight’s fur while her vision doubled and her head spun.

Rainbow watched from above with a deep burning rage within her heart while her friends ran for their lives. First Fluttershy was hurt, now Applejack was bleeding out. She couldn’t live with herself knowing that something this disgustingly evil was going to be running around her home. With a defiant cry, she dove towards the ground, tucking her wings in. That familiar whistle of subsonic air tickled her ears as she approached the ground. Tears welled up in her eyes as she approached the barrier. The air in front of her hooves grew hot and dense. Whenever she came close to the sound barrier it felt like she was flying through putty, but then. She felt her Magic swell, and everything went silent. Pulling up just before she reached the ground, the bow shock she caused sent the flood flying hundreds of feet in every direction. A battle cry rattled in her throat as she mowed row after row of the infection down, but just as she was about to pull up, one of them jumped on her back. She rolled and tumbled into the dirt. Luckily she had blacked out at the moment of impact or else the pain of every bone she broke would be unbearable in every sense of the word.

“Everypony, group up!” Luna called out, but Applejack slid herself off Starlight’s back. She tried to hobble towards her friend, but Starlight pulled her back with her magic.

“We need to go, Applejack!” She struggled to reign Applejack in. Even while injured her strength held.

“Not without Rainbow!” Applejack seethed while fighting against Starlight’s grip. Then, she felt a stronger force lift her from her hooves, and suddenly she found herself by Luna’s side. And in a snap, they were gone.

They reappeared in a meadow bustling with life, tired and bruised, but ultimately safe. Applejack stood frozen the image of her friend lying in the dirt playing her distressed and pain racked mind. Like a deluge tears streamed from her eyes, and rage awoke. She turned to Luna, “Why in Tartarus did you do that!!” Her voice echoed across the meadow.

“We already lost Thorax. We couldn’t lose you and Rainbow--”

“We coulda saved her! All y’all damn teleportin’ unicorns coulda grabbed her!”

“But we--”

“You let her die!” Applejack didn’t hold anything back. She shook from her delirium and every emotion she felt at losing one of the many ponies she’d admit that she loved on a deeper level than most.

“Would you rather it have been you!” Luna dominated the small mare, invoking the royal Canterlot voice. “Rainbow made her choice! And that choice got us home safe!”

“Rainbow didn’t choose shit! She always does something stupid without thinkin’!” In her rage, she bucked a nearby tree. As if it were dealt a death blow, the old oak wailed as it’s trunk snapped and it toppled over in a heap of twisted branches. Applejack exhausted herself with that stunt and collapsed there, sobbing and screaming. One by one, Twilight, Spike, and Starlight came to her side to shed their own tears for the loss of an unmatched Pegasus in skill, tenacity, and loyalty.

Author's Note

Yes, I killed Rainbow and Thorax. But it was not without a good couple of days of premeditation, and a couple group forum threads asking if Rainbow would willingly sacrifice herself. I had come to the conclusion that in an attempt to help her friends she'd unknowingly give up her life for them. Don't hate me :fluttershyouch:

Also, this took a whole month cause I am slow to be entirely honest. That and personal life has been bending me over with not even spit to use as lube, so yeah. Next one will be shorter and focus more on the characters and the aftermath of this chapter. Thank you for reading, and for having the patience for my slow ass.

Chapter 5

Remorse and Recollection

A comforting silence hung over the pathways of Ponyville. None knew the source of the explosion that ripped across the land a week since. Murmurs of it being another attack from a far away malevolent being of ungodly magic circulated through the tight-knit community. They replaced windows and swept up shards of glass while conversing with pride at how their extraordinary mares defeated another threat to their livelihoods.

Some would debate on which strategy they used whether it be another giant rainbow cascading down like rain to wash away foes. Others would speculate over which of them dealt the final blow with it falling on Rainbow Dash more often than not. Applejack would be right behind her in popular opinion based on her strength alone, while Fluttershy sat at the bottom with Rarity taking the runner-up spot.

As the adults debated and conversed about the elements victory, the fillies and colts ran around reenacting the elements most fierce battles. They’d pretend to fight hordes of enemies and blasting magic from their horns powerful enough to level mountains. Whines of “no fair” and boasts of “The power of friendship cannot be broken” filled their play as they weaved through town screaming and cheering.

Unbeknownst to all, the elements had lost more than just a vital member, but a piece of themselves. Twilight lay on her bed, reading. Endless reading for hours on end much like she did when she was a student in her childhood. Old history texts, novels, scientific journals, and even fanfictions were pulled from the walls of her library for her eyes to scan through, but none of this could help. She could still feel the musty murky walls of the overrun hive coating her fur in a slick foul smelling slime, and hear the flood chittering and scuttling around. Sleep wasn’t an option as they even invaded her dreams far more fiercely than what Luna could counteract. Then… Thorax and Rainbow…

It happened so suddenly, yet she still cursed herself for not being fast enough to teleport them to safety. “Why Rainbow? Why…?” She would moan in her sleep, rousing Spike from his slumber, though. He couldn’t rest much easier than her. While Twilight read, Spike cleaned, cooked and did whatever odd chore he could to keep busy. He’d even use his newfound ability of flight to clean the roots hanging over the map room or he would be gone for most of the day, running himself ragged with taking up odd jobs around town. Most didn’t pay a dime, but he would still do it immaculately.

Spike left Twilight back in the castle to read while he went to find more things to do. Just about everypony in town was fine. Every task he asked to help with was met with “That’s okay,” or “You did enough yesterday little guy,” and a condescending pat on the head. So as he shuffled on, he went over who could he bother to help out. He thought of Rarity, but her Fluttershy and Pinkie are still in the clinic. Once they heard the news, Pinkie started talking to a ball she painted to look like Rainbow. Fluttershy… well… she won’t speak at all. Honestly, she didn’t even cry. Once Celestia told her upon their return, she just… went mute. They’ve been trying to get her to eat, speak, or even move but she refuses. Rarity was the most broken out of all of them. Days of endless tears is the best way to explain her grief.

How did Spike feel? He was definitely saddened, and even moreso upset that he couldn’t save or at least stop his friends from giving up their lives. He remembered the first day he met both of them, bringing tears to his eyes, knowing that they’d soon fade into memory. The times they laughed, kicked butt together, and did dumb stuff.. He knew he was sad and it frustrated him that he had no idea how to release it all. He stopped, realizing one pony who has been missing ever since they returned. With a smile on his face, he made a b-line for Sweet Apple Acres.

As he came past the gate, he was a bit taken aback to find no one out in the fields. Actually, it looked like nothing had been touched for a while. The grass had started getting longer than what Mac would normally allow and farming equipment was scattered about here and there and looked as if they’d been out in the rain that came a few days before. He continued to inspect his surroundings as the door neared closer.

He knocked and called out, “Applejack! Big Mac!” but there was no answer. Not even a clopping of hooves on the other side of the door. He knocked again, this time a bit harder. “Guys! It’s me, Spike!” From the other side there were hollow steps crescendoing until they reached the door. The old plywood door creaked open revealing a weary Applebloom, eyes red and heavy while missing her bow.

“H-Howdy Spike…” She yawned and smacked her lips.

“Hey… uh. Is Applejack home?”

“Oh…” Applebloom looked away, a bit upset. “She’s in her room… hasn’t left in days. She won’t tell anyone why. And I gotta makeup for her housework!” Applebloom huffed with a scowl.

Spike deflated a bit hoping Applejack wouldn't be as devastated as the others were. Then again, losing Rainbow Dash was the biggest blow they’ve ever suffered. “Do you mind if I talk to her?”

“Not…” She yawned. “At all…” She stepped aside and let the dragon in. He fiddled and played with his claws wondering how he was going to approach a depressed Applejack. The others were simple, but with how much she usually kept her emotions locked away, and that poor tree she killed, this would be a daunting task. One he hoped to emerge from unscathed. He shuffled up to her room, took a gulp and knocked on the door. Dead silence came from inside until a slow creak gave way to hoofsteps as it swung open revealing a strong scented Applejack.

Her hair was more akin to a birds nest after a storm, and her fur was sticky, matted and clumped along with her eyes being bloodshot and low. There were also bottles of cider stacked neatly next to her bed along with a funk of must and alcohol. “Heya Spike…” She lethargically nodded, her voice tired and cracked.

“Hey… uh… how are you holding up?” Spike glanced past her to the bottles knowing she was either drunk or hungover.

“I’m… fine… I guess,” She shrugged with several blinks. “What brings ya over, s-sugarcube…?” she belched a bit sending a cloud of rotten alcohol in his direction.

“I… well…” he sighed. “I was hoping to kinda… not mope so much, but…” He looked up at Applejack who was swaying as is she were at sea. “Eh… it’s not important. What about you? You look awful?”

Applejack shrugged and wiped her nose. “I’m doin’ alright I guess… been sleepin,” She had a hiccup stuck in her throat and beat her chest to get it out. “Been sleepin’ a lot…” She raised her hoof revealing blood stained medical wrappings. “This darn thing’s been botherin’ me somethin’ fierce!” She waved it around a bit and smacked her lips before focusing back on Spike. She blinked a bit before shaking her head and wiping her nose. “Sorry… I zoned out a bit…”

“It’s okay,” Spike smiled painfully. Seeing Applejack in this state was uncomfortable and distressing. She was miserable and in pain, but being the stubborn mare she was, Applejack wouldn’t give any verbal indication that she was hurting. “Uh… wanna get some fresh air?”

“Nah…” Applejack yawned and rubbed her puffy eyes. “Imma rest my eyes for a bit,” She moved to close the door but Spike stopped it with his foot and gave her a concerned frown. She looked him up and down with a sniffle and looked back to her bed with every last bottle of cider she downed within the last few days. “A-Actually… that might do me some good…” She limped out and closed the door behind her. Spike watched in pain as she hobbled down the hallway, already unsteady from the injury with the added daze of booze. She stopped at the stairs, her vision doubling as she looked down the ever increasing single flight. Bending like a tree in the wind she took a step forward her hoof finding the first step, but gravity, being the cruel bastard it was, had plans of malicious intent. She couldn’t stop from falling forwards and was about to accept her fate with most likely another disabled limb and possibly a broken neck when she suddenly stopped, feeling tiny hands pressed into her chest. Her doubled vision came back into focus finding a row of green spines atop a small purple bulb.

“Whew! Thank ya Spike!” She smiled with a small burp. “I’d’ve looked akin to a bloody tumbleweed if it weren’t for y’all!” Spike was straining under her weight, huffing as his tiny arms were about to give.

“L-Let me help y-you!” He carefully guided her down the steps, fighting his own fatigue and her drunken sway until they reached the bottom safely. He helped her limp outside, the bright sun burning holes in her tired retinas. Spike took her hoof carefully and led her over to her favorite tree. The one that overlooked the farm and the hills rolling out towards the west. She stumbled a bit and lost her balance more than once, but the dragon held string to her being her guide as she spun endlessly. She was delirious and out of her mind as the baked clay beneath her hooves stung like needles being riven into them and the sun cooked her back sizzling her skin and making her gasp and huff like winona after a good day of play. “S-Spike… I ain’t…” She haved while starting to fall over. “I…” She fell on top of him, her vision doubling as he carried her on to the tree to get her out of the sun. Foot over foot he dragged her to the base where he lay her gently against the tree.

Applejack felt like she was dying. Spike had said something to her but she couldn’t understand what came from his mouth it was so muffled and fuzzy. Then, he ran off and she called after him. “Spike!” She whined while trying to roll over on her belly. “Spike! Come back! Please!” She cried while trying to crawl after him before she heard a familiar voice from behind her.

“First one to that tree and back wins!”

Applejack whipped her head around wondering who could have said that, darting her eyes around her surroundings as it Spoke again.

“I can take one more mug, AJ! Geez!”

That was definitely her! She knew it with every fiber in her being that was Rainbow Dash. “R-Rainbow! Where are ya?” She shuddered while feeling a glimmer of hope that her friend had made it back safe.

“Woo yeah! Who is one hundred and ten percent awesome!”

“You are Rainbow!” Applejack desperately called out to the fields below. “Now where are y’all! Stop hidin’ from me!” She was starting to tear up hoping that the next time she turned she’d see that stupid smug smile just floating above the ground. She wanted to hear the air passing over Rainbow’s wings as she declared victory over Applejack. That annoying little bragging brat that she loved so much. Then, she heard footsteps and turned around seeing an ill formed sky blue blob running towards her. “Rainbow! Yer alive! I knew it-” She was cut shirt by a bottle of water being pressed against her neck. She blinked a couple of time, too wasted to react as the blob came into focus revealing two green slitted eyes peering at her.

“Here…” he huffed while undoing the cap on the bottle. “Drink up.”

Applejack looked at the bottle then around the farm. Rainbow’s voice faded into the usual background noise of the farm. animals calling, wind rustling the leaves. She looked back at Spike, breathing heavily. “She’s really gone… isn’t she…?”

Spike’s expression softened as he set the bottle down with a heavy sigh. “Yeah… she is…”

Applejack started crying again, though at this point nothing more could have came. She’d been crying through days again and again refusing to believe that this was a reality. She cursed herself for letting this defeat her as much as she did. But then again… maybe she still hadn’t fully accepted losing ponies who were near to her heart. Spike sat down and placed her head in his lap as she cried out what pain she did have left. She sniffled, slobbered and cursed while trying to get it to stop, but it kept coming like a tidal wave breaking the worn levies of her heart. “Spike…” She whined with a slight cough that stung like fire in her throat.

“Yes…?” He rubbed her ears gently.

“Tell me that we gonna win... “ She coughed again and again as she tried to reach for the water. Spike held it to her lips as she nearly inhaled it, finishing with an exasperated groan. “W-We are gonna win… right?” Her breathing had calmed a bit and the tears began to slow.

“We will..,” Spike said with a forced smile as he let her rest there under the old oak tree.

Twenty books in a span of four days meaning she read five books a day… but she was too tired to run the calculation for how many words per-minute that was so she closed the last one with a yawn and a stretch as she climbed out of bed. She hadn’t moved or done anything in hours, determined to finish the almost one hundred thousand word fantasy story as fast as she possibly could. It was the late evening, around seven, as she crawled out of bed to stretch her stiff joints.

She stepped out of her room looking to the right before the left. It had been quiet for some time now, and usually that’s how she liked it when she was crunching through the written word as a breakneck pace, but she knew she must have been reading for no less that two maybe three hours. “Spike? Starlight?” She called out but her echo was the only thing to respond. Stepping out, curious as to where they had gone she heard a bit of chattering coming from down the hall, right where the map room was.

Stepping out in the hallway she yawned and started off towards the kitchen to see what could sooth her grumbling belly, but it was quiet. Not that she minded some peace while she was reading but that book took her three hours at the most. No one has ever given her three hours of alone time. “Spike?” She called out but again the only response was her echo. Once it subsided the silence came again. Not a normal silence where ambience can better be heard, but a clogging silence that amplified her heartbeat. “Starlight…?” She called and still her voice echoed, but it came back in a distorted pitch.

Rhythmic rumbling echoes through the halls as if her castle came to life with its own heartbeat. Amid the noise she heard chattering that sounded like voices. She didn’t think much of it other than her mind playing tricks on her so she went to see who it was. She expected Starlight and Trixie to be sitting at the map table talking over some new spells when suddenly the air grew thick so the point that she could taste the sour scent of decay. Everything changed from the vibrant crystal walls to puss lined oozing flesh. “G-Guys…? Anyone?” She choked out hoping her echo would comfort her… but someone did respond.

“Twilight Sparkle…” The deep gurgling voice resonated through the halls, staying her hooves and making her heart beat like a war drum. “Do not be afraid. You’ve always been one of rationale,” It spoke in an eerily calm voice, trying to comfort her. “See through the fog of emotions clouding your mind. I know your curiosity will remove the shackles of fear from your hooves. Come… come witness…”

She cautiously stepped forward fighting to keep whatever was left in her stomach down as she walked towards whoever or whatever this was beckoning to her. As she drew nearer she could see pony like imprints in the wall as if they’d been vacuum sealed into the flesh. “This is not the end, child. All who were created will join our legion… No fear… No anger… No dread… only unity…” His voice was louder, clearer and definitely did not sound like a pony, or that it was alive for any matter.

Once she entered the map room she saw Rainbow standing with her back to Twilight. “Rainbow! You’re alive!” She ran to throw her arms around her friend and weep out days of grief and sorrow when Rainbow turned revealing a mass of tentacles undulating from her chest as her eyes stared at Twilight lifeless and dead. Her once bright blue fur was tainted by splotches of sickly yellow green and brown, and her jaw was… it was gone revealing her tongue hanging with saliva dripping from the tip.

“NO!” She cried out and stumbled backwards as all of her friends, her family, everypony descended upon her all infected by the flood. From the map, the flesh squished and squelched upwards into a towering worm-like form with no eyes or ears. “Witness our legion!” It bellowed as an infection form latched onto her throat, the last thing she could hear was her skin ripping and her bones snapping as her pleas for help died within her throat. She looked to her teacher, now infected watching her die as her vision faded to black.

“AAAAAAAH!” She screamed jolting up in her bed, her heart beating at a million miles a second and her breathing not too far behind. Her eyes fearfully darted around the room while she tried her best to calm her breathing. She kept asking herself over and over again just what on tartarus was that thing. She knew it was nothing more than a post traumatic stress induced dream brought on by fear and anxiety due to a recent traumatic experience, but that felt… real. Almost prophetic.Her ponderings were cut sort by Starlight sliding into her room breathing like she too had the same nightmare.

“Twilight! The…” She gasped. “The princesses are here!”

“Thank you…” Twilight frowned while looking at her sheets a bit disgruntled that she drooled on her book. “Are you okay?”

“Yeah,” Starlight chuckled with a bit of a huff. “Still getting used to how big this place is… Why is your room so far?”

“You didn’t have to run,” Twilight giggled as she slunk out of bed, her sore joints cracking under her weight.

“They said it was urgent.’

“It’s best not to keep them waiting then,” Twilight sighed while leaving her room with that dream still heavy on her mind.

Luna and Celestia wanted to convene in the map room as Lucky had some important information to share on how they could counteract and even possibly defeat the flood. Twilight took her seat with Spike missing and the others absent as well.

“Where are your friends?” Celestia asked with a confused tilt of her head.

“Oh… I didn’t call them here. I didn’t think it was necessary to,” Twilight answered with a confused tilt of her own. Luna stayed silent and looked away to the door while Celestia cycled through several expressions before speaking.

“We need them to hear this. We could possibly quarantine the flood long enough to come up with a solution to the plague.”

“Princess… with all due respect… We just lost Rainbow,” Twilight frowned at her slightly angered. “They need time to grieve…”

Celestia saw the spark of anger in her eye and looked away to Luna with a sigh. “I apologize…” She said with a weak smile while walking over to Twilight. She sat on her haunches and looked her in the eye. “It would seem that you need time as well…”

“I’m fine…” Twilight tried to return a smile, but the lie washed it away.

“I know you haven’t been sleeping. Luna is my sister,” She giggled while taking Twilight’s hoof in hers. Twilight started to think of a rebuttal, but then something sparked in her mind. That dream from earlier. She knew Luna must have seen it. There was no way she couldn’t. She pursed her lips to form the question as the princess of the night cut her off before she could.

“I do not know what that creature was, Twilight Sparkle,” Luna sighed with a shake of her head. “But… we will make sure that dream does not come to fruition.”

Twilight relaxed a bit, sinking into the hard crystal seat as far as she could while Celestia rubbed her hoof. “I’ll try and get to bed early tonight… but I want to hear Lucky’s plan.”

“Finally!” Lucky flashed while orbiting the map. “Even when I was a man I didn’t mess around when important information needed to be said.”

“You were barely a man…” Luna shot from under her breath making Celestia snicker.

He turned to her in a presumed glare but with no flesh or muscle it was hard to tell. “Anyway… Thankfully the sentinel units aren’t broken. But their startup sequence has been interrupted.” He pulled up a map of the crystal empire and zoomed in on the palace enlarging the heart. “This device was intended to be used to detect of the flood was present. But the indigenous use it for… I don’t even know what.”

“We can’t mess with that!” Twilight shot up with a gasp. “The Crystal empire would be buried under the storm!”

“This is the only device I was able to locate on the planet that has enough energy to give the sentinels a theoretical “jump start”,” He explained while Twilight looked around in disbelief.

“We can’t do that!” She spelled it out growing more irritate from the plan and lack of good sleep. She hopped out of her chair and walked up to the table. “What if the elements could give the Sentinels the jump they need?”

“That could work…” Luna said while tapping her chin and looking to Celestia.

“But we didn’t make the elements. They just… happened. The sentinels need forerunner tech to activate.”

“How do you know that?” Lucky asked with a curious sparkle while floating near her.

“I… I don’t really…” Celestia puffed out her cheeks and looked at the ground with a mumble.

“No, you are right. I wanted to know how you knew that was correct,” He flashed blue for a second while pulling up a map that was a mess of corridors beneath the palace. Twilight had been through their before when sombra returned but never to the extent that was shown here before highlighting a red pulsing dot. “We will need to take the device there in order to reactivate the sentinels.”

“That’s really deep…” Twilight gulped while looking at Luna and Celestia. “What about the storm? When Flurry broke the heart you two couldn’t hold it back.”

“Then it is a time sensitive mission,” Luna came up to the map, eyeing it before looking to Lucky with a stern frown. “You are absolutely certain that this is the only way to activate the sentinels?”

“Not unless you’ve been keeping your husband in stasis for hundreds of millennia,” He said with a slight shrug like bob. Luna turned her about up at this while glaring fury at the monitor. “So this is the only way to quarantine the infection,” He reaffirmed with a nod of his carapace while pulling the projection and returning the map to normal.

“We’d have to embark immediately if we want to stop the flood’s advance,” Luna spoke with authority over the room. “If you cannon join us, then we understand,”

“No…” Twilight croaked out, trying to match her authority. “Rainbow wouldn’t want me to sit around while these things are out there. I’ll go with you.”

“Are you certain, Twilight…?” Celestia asked with a soft comforting frown of worry. Twilight nodded and hopped out of her chair. “Then rest… We’ll take the final train there tonight.”

Twilight nodded and was about to turn and leave when she spotted a hint of light purple out of her periphery.
“Yes, Starlight?”

“I was just… Uh…” Starlight looked around as of an excuse were hidden in the walls.

“We know you heard us,” Celestia smiled with a shake of her head. She approached Starlight and bowed her head to her level. “You would like to help as well?”

“Yes!” Starlight beamed with little hesitation. “I-If Twilight allows it…” She cleared her throat and looked at her teacher with a big smile.

“...yes,” Twilight sighed a tired sigh. “With the others the way they are… we’re gonna need all the help we can get.” She approached them with a yawn. “Can you find Spike?”

Starlight nodded as Twilight dragged her hooves on her way back to her bed. She thought more on the nightmare, pondering what exactly would prompt the appearance of such a foul thing. Was it a premonition? Something born of her trauma? She didn’t know. But, as she lay her head down, all she could think of was “Rest in Peace Rainbow… we’ll get them for you”.

Author's Note

YES IT IS HERE AGAIN! Just moved and a bunch of other life stuff happened so I had to keep it off for a while. Next chapter will be... explosive. At least the next few will be :pinkiecrazy:

Also, I did this mainly from my phone so I apologize if o didn’t catch all of the technical issues

Chapter 6

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