It's only been a few days after escaping Arion but everyone been on edge after the events that been happened, first the changelings following our races here, then the alicorns appearing and wiping clean the infected worlds and learning that Applecore will turn her back on the backwater planets, leaving billions to defend for themselves. Because of the queen actions, everyone on the Hyperion started to talk about open revolt against the Empire but a certain former pegasus pony didn't want any part of it, as she lied in the medbay white beds. Even though the element burned her like a fried marshmallow, she was still alive and completely healed, well almost everything, as Dash felt her stumps on her back. Her wings didn't returned. She was just lucky that the element power didn't full on killed her or maybe it was her healing power? She turned and twisted in the bed to forget her thoughts but couldn't sleep.

"Need something?"

"Dash sat up and watched Firefly entered the room with some food. She walked over and place the dish on the table besides Dash and took an seat. Dash could see it was just hay sandwich with juice but she didn't want it, as she returned laying down.

"...I rather have a bucking drink." replied Dash as she faced Firefly, who just sighed at her grandmother request. Dash knew Firefly wouldn't get her the drink, since the doctors said no drinks like those, wasn't allowed but she made a deal that Firefly won't let pass by.

"Is this all you gonna say, every time I show up?" questioned Firefly as she took out a can from her pocket "I'm only doing this because you'll tell me what I want to know, okay?".

Dash nodded and was given the cold beer and quickly opened it and drank it down in one gulp. After finishing the can, she crushed it and tossed it across the room and just missing the trash bin.

"Okay kid, hit me. What you want to know?" asked Dash as she took the sandwich and started to eat it.

"...How are you still alive? It's been on my mind, also everyone else thoughts as well."

Dash finished the meal within seconds, returning the plate back to the table and finally facing Firefly.

"Well, has to be the element of loyalty. Ever since that day, the elements been part of us. At first, it was cool, saving the world with them but ever since Celestia's death..." answered Dash as she started to remember the past.

"Celestia, the princess from the old world, right? I remembered in school, they said she was killed during the great war, no?" asked Firefly as she handed the glass of juice to Dash.

Dash nodded but rejecting the drink. She started to tell her story that happened five thousands years ago. It all started during the Crystal Empire sent out a request for Luna. Dash didn't never got the whole info about it from Twilight, who joined Luna on this mission, but Dash remembered Twilight saying that a research team from the empire, were doing egghead stuff beyond the arctic north and found something. Something that was made of pure evil, that it even tricked Twilight in releasing it into the world. No creatures knew what it was but it was beyond powerful, that the Crystal Empire was the first kingdoms to fall to it. Dash remembers that night as she thought back to it...

"Where is she!?" yelled Dash as she soar into the princess throne room with her friends, as they too arrived, to find Celestia healing her own sister, who's badly hurt and was at the bottom of the steps of the throne. "Where is Twilight?" asked Dash as she looked around.

In a purple flash of light, Twilight, wearing her element crown, teleported in front of them but everypony was in shock as Twilight looked badly hurt, with cuts and bruises all over her body. Before anyone could say anything, Twilight trotted over to Rarity.

"Rarity! Here!" said Twilight as she gave Rarity her element necklace from the box she was holding with her magic.

"Dear, what's goin-" but before Rarity could finish, Twilight teleported herself and Rarity away, leaving the others with Celestia and Luna.

"Princess, what's goin' on here? Why is Luna and Twilight hurt?" questioned AJ as she could see dry blood on the palace floor.

Celestia horn stopped glowing and turned to the group of ponies and spoke as Luna teleported away "Everypony, something of pure evil has entered our lands and even now is spreading across Equestria! My sister and your friend, Twilight, are teleporting the crystal ponies here as we speak. Look!" said Celestia as her horn started to glow yellow and teleported them to the garden area, showing thousands of crystal ponies being scared as the royal guards and maids try to keep them calm. "Even with teleporting them here, Twilight and Luna are also fighting off the evil."

"Oh my!?" whispered Fluttershy as she started to see that Rarity is now the main unicorn in teleporting ponies here "What can we do, your highness?".

"Yeah! What can we do? We can kick some butts with the elements!" shouted Dash as she punched the air with her legs and hooves.

Celestia handed them the elements with her magic but she wanted to do something else than following Twilight, as she teleported them to the underground cells of the castle. Without saying anything, Celestia ordered the guards to stay back as she opened the door way to one of the cells. Everypony gasps in horror as they could see two unicorns, keeping Shining Armor down with their magic. Shining Armor body was melting with some kind of black liquid oozing out of his eyes and horn. Fluttershy hid behind Rainbow as Armor started to throw up the liquid and screaming in pain.

"What the hey!? What happened to him!?" yelled AJ as she couldn't understand what she was seeing.

"...he's infected..." called out a weak female voice.

Everyone turned to their left and found a unicorn medic as she tried to heal princess Cadance from her badly and deep wounds. Cadence was holding on to her child, who was asleep from Cadence magic.

"He went crazy...k-killing...everypony...those he killed, came back to life and became like that but worst." said Cadance as she started to cry "Twilight and these two unicorns, Sunburst and Starlight, teleported him down here. Away from the subjects, they're already scared enough...Pinkie c-can you take...her?".

Cadence weakly moved her daughter, Flutterheart, over to Pinkie and let her go with her fading magic.

"Everypony...tell...Twilight...w-we do....n....." whispered Cadance as she slowly shut her eyes as she died from her wounds, leaving the medic to stop using her magic.

"Everypony, we can grieve later!" shouted Celestia as she noticed the cell started to be covered in darkness.

Everypony stepped back as they started to hear whispers. Whispers coming from within the darkness, it was faint but they could make out "god" and "his creation" as the cell was completely in darkness now.

"Both you, get away from him!" ordered Celestia to Sunburst and Starlight, as Armor horn started to glow with a dark mist. Both unicorns stopped their magic as they teleported away and before the medic unicorn could leave as well, Armor summoned a dark energy sword from his horn and cut the unicorn in two, splitting the head from it's body and rolling it towards him, stomping on it.

"You half breeds will submit to me..." smiled Armor, with a echo in his voice as he started to walk towards them but Celestia blasted him back with a beam of magic, forcing him to stay as he summoned a barrier of magic. "Curse you, I never thought I would find another surviving full breed on this planet...but this will make things fun...".

All of a sudden, creatures made of bones and the black ooze, appeared out of the darkness and grabbed Celestia, letting Shining attack her by summoning a dark aura hand and crushing her face. Armor just laughed as Celestia started to screamed in pain, forcing the others to act by attacking the creatures. AJ kicked one off and returned to the darkness where it came from, Dash followed her led as she flew into two, Pinkie who gave Flutterheart to Shy, tackled the last few. With those creatures gone, they raced towards Shining Armor but was blasted away as he gave off a powerful aura, leaving them on the floor as he kept crushing Celestia skull but stopped as he sense something. Out of nowhere, three magic blast came shooting out and hitting him on the back, forcing him to let Celestia go. Everypony watched as Luna, Twilight and Rarity teleported near them.

"Sister! Are you okay!?" asked Luna as she caught her sister.

"I'm fine..." replied Celestia as she stood with her sister, ready for a fight.

Twilight turned to her friends and asked her where's Cadance, as she remembered that she left her here as well but she didn't had to get a answer from them, as she could see the lifeless body of her dear friend and hearing the cries from Flutterheart in Shy arms. Twilight couldn't believe it, her sister in law, dead. Her horn started to glow with pure magic, with anger in her eyes, Twilight blasted the whole cell with light, banishing the darkness away. With Shining blinded by the light, Twilight ordered her friends to use the elements of harmony to defeat the monster. The mane six elements started to glow and finally blasting out the rainbow of light, hitting Shining but something happened. The rainbow color started to turn black and spread back to the elements, blasting everypony out of the cell. Luna was the first to stand up and could see Twilight and her friends in pain, as the elements started to blast out lightning bolts, causing a feedback on them.

"Hold on everypony!" said Luna as she tried to removed the elements from their bodies but Luna could hear whispering coming from the cell, she turned to see Armor walking out but there were two glowing red eyes behind him. Luna ready herself as she summoned her magic as her eyes turned white but the whispers laughed as it shot out black energy arms and grabbing her by the neck.

"Foolish child. You dare fight me with my own power?"

"Your own...power?" coughed Luna as she felt her magic being drained out of her "How...are you doing this? Who are you!?"

"It's like what I said little one, I'm your creator. Everything started with me and shall end with me!" laughed the whispers as it torned opened a black hole and slowly pushed Luna into it.

"L-Luna!" cried Twilight as she tried to get up as she saw what was happening.

Celestia couldn't moved as she woke and was forced to watch as her sister was tossed into the portal and disappearing into the blackness, never to be see again. Twilight watched as her brother walked over to Fluttershy and stared down as his baby, that was shaking with fear as she held onto Fluttershy. Fluttershy herself, hugged the child and tried to crawl away but was forced to stop as Armor held her down.

"A pure alicorn with untapped magical power. I better take care of you, young one...it be over quick!" said the whispers as Armor summoned his dark sword, thrusting it down at the child and Fluttershy but was stopped as Twilight magic grabbed the blade. Armor and the red eyes turned to Twilight and smiled, he would need to take her out as he disbandished her magic and swinged the blade to her face but missed as Rainbow Dash saved her by tackling her in time. Even with the feedback happening to her, only Dash and Twilight seemed to be still able to fight. Twilight tried to use her magic but nothing was coming out of horn, so Dash opened her wings and flew towards Armor, pushing him into the ceiling and dragging him through the dirt and out to the other part of the castle.

"Foolish!" whispered the voices as Armor kicked Dash off of him, sending Dash crashing to the roof of the castle and her chest being stepped on as Armor landed on top of her "You think you have a chance with me, with these false wings, you half breed? Let me correct them!"

Dash felt her body being turned around, her wings being spread opened and being pulled by a great force, leaving her screaming in pain as she felt her bones cracking from the force. She tried her best to kick Armor off but didn't work as he kepting pulling her wings with his magic. Everypony in the castle could hear the cries from Dash, that some guards tried to reach the roof but was blasted away by Armor magic as they got too close. Dash tried to plead with him but the whispers only laughed as one of Rainbow wings finally broke and with one strong tug, came ripping off. Dash screamed as she felt blood blasting out of the stump of her wing but she would soon feel more pain as the other wing just torn off and leaving behind a piece of bone, as it stick out of the freshly made stump.

"There you go, now you're no longer a half breed." laughed the whispers as they burned Dash's wings with Armor magic.

Dash slowly crawl away as she wanted to escape but Armor won't let her as he stomped on her head with his hoof. He wanted to do more awful things to her but luckily for her, a rope came shooting out and grabbing Armor throat, pulling him off the roof and to the ground below. Standing near him and the owner of the rope, was no other than AJ, as she was dealing with the feedback of her element but she couldn't stay down as she heard Dash screaming.

"Ya goin' to regret doin' that to her, pal!" said AJ as she pulled in the rope, sending Armor towards her. With one great kick of her hind legs, AJ broke Shining Armor left arm as he went flying but was pulled back as AJ tugged the rope again, with another hind kick, his left leg snapped and bone stuck out. AJ tugged the rope again once more but felt her mouth being forced open, letting the rope out. Shining hovered and faced AJ as he revealed he used his magic on her. AJ tried to fight back but wasn't enough, he was too strong.

"The worthless ones, are so stubborning. You think I never fought against your kind before? I killed so many of your kind when I came here. Never thought my creation would breed with this world backwater mud ponies!" shouted the whispers as Armor horned started to glow heavily, readying to rip AJ mouth apart but a pink blur shot into him, dragging him into the castle wall, freeing AJ from his grip. As the smoke cleared, Pinkie was running in place, as she was fighting back against the magical shield that Armor created.

"Pinkie! Get away from him, he's too powerful to get close to!" yelled AJ as she rubbed her mouth.

Pinkie stopped and hopped backwards and was standing next to AJ as they watched as Shining hover up into the air and summoning his dark sword, his blade was forming but scatter as a couch smack him in the face and dragged him back to the castle wall, creating more stone rocks hitting him.

"Sorry for the wait, darlings!" coughed Rarity as she teleported to the two earth ponies, still hurting from the feedback "Teleporting my couch from ponyville took while to do."

AJ and Pinkie gave her a "ready?" face as they questioned her, of all the weapons she could get, it was her couch. They started to fight among themselves as Shining stood back up and ready himself for his next attack as the girls took noticed.

"Got another couch to spare, Rare?" joked AJ as she ready her rope.

"Sadly, yes..." weep Rarity as she summoned another but more fancy couch, leaving AJ to sigh super loudly. Pinkie on the other hoof, jumped on it and enjoyed the soft pillows.

meanwhile, Dash entered the castle through the stairway that led to it, she was weakly trying to get back down there and join her friends in the fight but stopped as Twilight and Fluttershy appeared in front of her, Twilight magic faded from the smoke. Fluttershy quickly hugged Dash and cried as she saw her friend's missing her wings.

"Oh no oh no! Rainbow! It should of been me!" quietly said Fluttershy as her tears fell on Dashie shoulders.

"Then I'm happy it was me then..." replied Dash as she petted Fluttershy head.

Twilight sat sat down and couldn't hold her tears anymore. She let it all out, yelling that it was her fault, all of it. Letting the evil out, getting her brother infected by the evil, losing her childhood friend, getting Luna killed and now THIS. Twilight could only freak out as Dash pushed Shy away and walked over to her.

"I'M SORRY! DASH, I'M SO SORRY! IF YOU HAT-" cried Twilight before getting soft tapped on the head by Dash.

"Twilight, this isn't the time to be worrying about this, besides, I won't ever hate you. Not even for this and if ponies start blaming you for this event, I'll stick by you because we're friends..." grin Dash as she collapsed onto Twilight, even saying sorry as she felt her body getting weak.

Twilight and Fluttershy watched as Dash drew her last breath, leaving the world of the living...

"What the buck?" yelled Firefly as she hovered between Dashie friends, who were also lost by this strange event.

"What?" asked Dash as she stopped acting the scene out and faced her grandkid.

"How did you die, when you are alright?"

Dash thought it would make the scene more impactful and maybe make her look cool in her grandkid eyes.

"Well, it bucking didn't! Tell the story without this crap or I won't bring you anymore beer!" ordered Firefly, leaving Dash to sigh and recorrecting herself on the scene.

Twilight put Dash on the stone wall and tried to think up of a plan. She looked at her crown of magic and at the elements around her friends necks. They couldn't removed them right now, it seemed the creature put some kind of curse on it. She also believed that's what causing the feedback right now, if they tried to use them. There had to be a way to use them without worrying about the feedback on their bodies but how? She just couldn't think of anything. She tapped her horn and thought deeply into her pool of knowledge. Within her mind, she remember something about magic and she got it!

"That must work!?" cheerfully said Twilight as she faced the others, leaving Shy to asked what will work? "Okay hear me out, the necklaces use us like a battery. Since we're the elements in a way! It's like magic itself. We use our horns to use mana from the surrounding area and create the mana into its purest form, called magic. So, how about we use the elements to gather surrounding mana of friendship across the land and focus it all into the crown. We won't take the feedback but..." Twilight trailed off as she start to panic "THE FEEDBACK WILL BE BLASTING OUT ACROSS THE LAND! LIKE A STORM! WE CAN'T DO THAT!?"

Twilight started to pace around but stopped as the stone wall near them, broke apart as AJ was laying there, in pain with cuts. Dash watched Fluttershy hurried over to AJ but was grabbed by a dark hand of magic and being taken away, forcing AJ to lash on to it and riding back with it.

"Twilight!" shouted Dash as she tried to rush over but fell "We have no chance right now!"

Twilight looked out on the battle and watched as her friends were getting beat by her own brother. Dash was right, if they fail here, this infection will spread across the land, dooming everypony and creature. Twilight grabbed Dash and teleported to the others as they just saved Fluttershy from Armor. She quickly explained the plan and told them to think about the ponies they met, the places they went to help with friendship problems. As they started to think about friendship, lights started to appear all across Equestria. Ponies and non ponies started to glow with a rainbow light, the very same creatures they helped. The lights soared out and flew to the castle in Canterlot. Spirling around and above the mane six, as they started to hover into the air and making a heart shape formation.

"What!?" shouted the voice through Armor mouth as it watched as the rainbow light shot into the girls and soon blasting out a beam of pure white light, ripping the darkness away from Shining Armor body.

"...Twily...th-thank...y...ou...." smiled Shining Armor as his own body started to faded away as the light grew stronger.

Twilight kept going in their attack but she knew her brother died as she felt his last words in her heart.

"...brother..."

With one last strength, the light shot across the night sky and into the heavens and right back down, towards to the Crystal Empire, as it was covered in darkness. The beam clashed into the darkness and fought its way to the crystal heart and pushing it into the sky and sending it back to ponyville before finally disbursing. The girls fell on the ground and looked on as nothing was left of Shining Armor. Everypony turned to Twilight but was shock to see her raging with sparks as her body glow with rainbow energy.

"Twilight, what are you doing!?" yelled Dash as she tried to reach her but was stopped by Celestia, who was carrying Flutterheart with her magic.

Twilight turned to everypony and shed a tear, as she spoke to them in a godlike voice "Farewell...". Twilight started to teleport with her overflowing magic but stopped as a broomstick poked her in the face.

"Keep it down! Don't you see I'm trying to sleep?" told Discord as he lowered the broom and headed back to his flying race car bed but quickly turned around "By the way, why is Twilight a ticking time bomb?"

Fluttershy flew over to him and grabbed his lion paw and pled to save her, with his magic. Discord, confused but understanding, snapped his fingers and removed the overflowing mana and placed it on a disk. Picking it up like a donut and duking it into a mug of milk and eating it with a few bites.

"Mmmmm, you can just taste the friendship!" joked Discord as he burp as it went off within his stomach "Where are my manners? Did you girls wanted some?".

Everypony ignored him and trotted over to Twilight, as she felt like crap but was fine as she stood up and hugged her friends.

"Foolish little ponies..." whispered a faint voice as everyone looked up into the night sky and could see two large red eyes "I can't be killed that easily! Everything started with me and it shall end with me!" laughed off the voice as it formed into a ball and soared beyond the mountains.

"Okay, what's going here? What'd I miss?" asked Discord as he summoned a box of Twilight friendship donuts and eating them but quickly tossed them away as he could see the mood was depressing as the girls looked worried and Twilight, who was in tears, held onto Flutterheart...

"Wait wait wait, this is why you ordered donuts from Pinkie, during the story?" asked Firefly as she bit down on her jelly donut.

"Yeah, Discord started to sell Twilight Donuts after this. Sold like hot cakes. Shamed that never lasted long..." replied Dash as she ate her own donut.

"So, that's how you lost your wings? Didn't Discord fix it? Like, a creature that made up of world bending power, couldn't recover your wings?" questioned Firefly as she pulled out another beer can, just in case.

"He tried. For some odd reason, something was blocking his power from effecting our bodies. He couldn't even remove the dark mist from the Crystal Empire. It was a pretty easy guess, that the monster had something to do with it. Anyway, after that, Twilight started to test our bodies and found that the friendship mana somehow infused into our own mana. Our bodies became stronger like super strength, slow aging but it seems like we won't age now as you can see and quick healing. Not a bad thing I say but it's getting harder to get bucking drunk." laughed Dash as she took the beer can and opened it "I was pretty depress after the fight but AJ and Twilight helped me. Twilight wanted to use magical wings like Rarity had but like Discord magic, had no effect on me. AJ tried to come up with things that will make me forgot about it, like cooking apple pies or going out on girls night out...heh...I remember that somepony was hitting on her and going on about her nice flank, she didn't care but when the colt started to say crap about my stumps, she kicked him a good one."

"...AJ...Applecore...the queen of Sarac and this sector...who ruled over it for the last five thousands years with a tyrant hoof, are the same freaking pony? Are you making shit up again? What happened to her?" asked Firefly as she watched as Dash face became hurt.

"...I'll get there, kid. Anyway, after a few months later, the dark mist started to spread and the first places it touch, were the changelings kingdom. Celestia scouts reported that the changeling couldn't fight back and became...more monster like. They joined forces with the dark monster and started to attack every kingdom across the land. Somehow, their numbers were infinite. Like they kept coming no matter what and soon enough, they started to infected the wildlife and normal creatures around them. Different breeds of changelings were born from it. The snake versions you saw? Those were once ponies called the Hippogriffs but in their seaponies form. They're called Nagas now. The darkness spread like wildfire, each kingdom fled to Equestria and settled near Ponyville. Twilight believed the numbers of the changelings was magical based and not mass breeding like Sunburst suggested." spoke Dash as she got out of bed and stared into the sea of stars "Twilight wanted to go the changeling kingdom with Discord but something happened to Discord. He just vanished into thin air. Without him, we lost a great ally, as things started to get worst. The changeling swarm started to march it's way to Equestia and the front lines started to fold to them. Then Celestia dropped a big reveal on us, after she summoned us to her war room..." quietly said Dash as she touched the window with her forehead.

"...can you repeat ya self, your highness? I think I had corn in my ears..." asked AJ as she couldn't believe what her and her friends just heard.

"My kind, the alicorns, came to this world millions of years ago. I never found out why but my kind stayed and started to mate with the earth ponies, thus creating pegasus and unicorns. My mother told me, that our people were nomadic creatures, as they started to move on from this world. My father and mother stayed and soon had I and my sister. There was others that stayed as well. Their was four colony ships that were left behind, just in case we decided to leave this world like the others. Over time, the alicorns started to vanish and all was left was Luna and myself. Father and mother vanished as they headed off to the north, where most of the alicorns stayed. Never thought they was killed off by that "creature"." finished Celestia as AJ sighed.

"Nope, heard right..."

"Wait, why are you telling us this?" asked Twilight.

"...Remember what I said before? There are four colony ships hidden underground, within the everfree forest. They're called Thor, Athena, Hyperion and lastly, Arun." said Celestia as she created model ships with her magic. The first one created looked like Hyperion but more fortress like "Thor is the largest of the ships, made to hold millions of alicorns and has every feature that the other ships has" explained Celestia as she started to create a long spear ship with solar sails. "Athena the second largest of the four, it can store not just alicorns but important object, since it was also a library and research ship".

"Psst darling, you are drooling..." whispered Rarity as she noticed that Twilight eyes went big as she saw Athena and billions of books and other rare objects.

"I got it!" replied Spike as he shut Twilight mouth.

Celestia created the model of the Hyperion "The Hyperion, the smallest of the four, is a colony ship with factories within its walls. Can build anything in minutes." then Celestia created a spear style ship like the Athena but had long wings and a spinning core that you could see from the outside "Last but not least, the Arun. Once built for war but is now shadow of its former self. The weapons are no more, as it was made into a colony ship like the rest. The reason I'm telling you this, is because I decided that we're leaving Equestria and finding a new home, beyond the stars like my people once did..." finished Celestia as everypony were in shock.

"So...your highness gave up?" questioned Firefly as Dash turned to her.

"Pretty much. We couldn't blame her, since her army was being beaten by the changelings and we're on our last leg. Few hours later, Celestia spread the news all over Equestria and every creature was ordered to head to the Everfree forest. Workers started to dug up the ships. They was near the old castle of the sisters. Everything was going fine until changelings started to pour into ponyville fields. We took our elements and headed there with Celestia as we heard the "voice" was calling us. When we got there, Queen Novo was infected by it, like how Shinning was. Also there was Queen Chrysalis but looked more blood thristy like her subjects but still sane. The voice teased us, saying it knew what we was doing and it didn't matter in the end. It would follow us and end us all. We started to fight but didn't last on as we got our flanks beaten. Twilight suggested the elements again and like before, we didn't had a choice. We used them and freed Novo spirit from the voice control but just like bucking before, egghead kept the feedback within her body and wanted to teleport away. With Discord missing, Celestia stepped up and removed the feedback of mana from Twilight and soar into the sky and..." Dash leaned back on the glass and slide down, till she was on the floor "Became a burning star. The world shoke with force and clouds formed all around the world. Lightning storms fired out and the world started to burn. The countdown started. End of days shit, you know? Twilight and the rest of us retreated to the forest but we all got separated as we tried to outrun the changelings. Twilight was the first one to return to the ships and found out that the power core of the ships were dead. They needed something new to power them. Twilight removed her crown and place it in the core of the Athena and ordered all crystal ponies to enter it. Sunburst, the pony that Twilight and Luna met, took Flutterheart as the ship took flight. With this new info, Twilight looked for us. I believed Rarity and Spike took the dragons and diamond dogs to Arun and with her element, activated the ship and followed after Athena ."

Firefly watched in silent as Dash face started to turn to anger as she kept going with the story...

"How are you holding up, partner?" questioned AJ as she fought off a Naga with her kicks.

"Doing fine! How many you got AJ? I got at least five! You Pinkie?" cheerfully joke Dash as she punched out a changeling with her hooves but the mares was surrounded as the forest lit up with yellow eyes.

"I took a few out with my bad muffins!" said Pinkie as she tossed her muffins into the woods.

"Hmmm...eight?" lied AJ as she backed up against Rainbow Dash.

"Ha! Good one!" replied Dash, as she knew it was all over for them "If only the stupid elements would work again! I don't care if I turn into a bomb, at least i'll take these monsters with me!"

The girls watched as the changelings and Nagas jumped out of the trees and attack. Before they reach the mares, Twilight blasted the fiends away and teleported the girls away, not too far from the ships but one Naga got a lucky hit as they hit Dash in the leg with one of it's spike attacks. Twilight quickly looked over at the wound and could see the green ooze infecting Rainbow.

"This isn't good, Naga's spikes are coated in poison! We need to get you to the ship!" said Twilight as she ordered AJ to pull out the spike.

Dash push AJ and Pinkie away as she face Twilight, with worry in her eyes. She wasn't leaving her behind. Twilight said she'll be fine, plus she had to find Fluttershy. Hearing this, Dash doubled down on not leaving but started to feel sick.

"Dash, listen! I'll be back to the ship with Fluttershy. Don't worry okay?" smiled Twilight in sadness, as she knew her friend was worried about her safely "AJ head to the Thor and use your element, to repower it. Thor has a magical anti-magic force field, which should block the changelings from attacking it, since their made of up dark magic. Wait for me, okay? Pinkie, take Rainbow to the Hyperion and take off." ordered Twilight as she hugged her friends.

"You better...c-come back!" called out a sick Dash as Pinkie carried her away, making Twilight slightly turned to them, before finally teleporting away.

AJ broke away from them as she headed off to the Thor, leaving Pinkie and Dash to the Hyperion by themselves. Both mares could see ponies and yaks entering the ship's hammer like head as Pinkie followed them. Once inside the ship, they met with Scootaloo and Derpy hooves.

"Rainbow Dash, I have a message for you, it's from Twilight. She said to follow this map to the ship's core." spoke Derpy as she dropped a map into the floor and her eyes went derp as she blush "oops..."

"Hold on, I got this Dash!" quickly said Scootaloo as she held the map up, allowing Pinkie to quickly read it.

"Okay, I know where to go! Stay here with Dash you two." asked Pinkie as she let Rainbow Dash go but felt the element of loyalty being tossed into her face.

"Pinkie, take it and run like the wind!" said Dash as Scootaloo and Derpy took her away to the bridge.

Pinkie nodded and vanish into the dark hallways. Dash body started to feel slightly much better as time went on and when they arrived to the bridge, the power turned on. The computer screens flash on and the star map flicker on and off, as it showed the ship was going to start flying off with it's auto mode on. Derpy took outside as the shutters opened up, revealing the Thor is already active and it's shield are up as a white barrier surrounded it. Suddenly, the ship started to rock as it took flight and was above the forest, revealing the fires started by the ongoing storm and swarm of changelings as they creep across the land.

"Whoa, what is that?" questioned Scootaloo as she could see large dark mass heading their way.

In the distant, Dash could make out what seems like dragons glowing red? That's when the ships alert system went off as the star map became the map of the area, revealing thousands of dragons that became part of the changeling swarm. Dash remember that tales from the dragons that when their brothers and sisters fell to the changelings, they became bones and dark mass as lava poured out of their hearts, they were called Magmawyrms and like the changelings, they're in billions as they headed their way and soon fired fireballs at the Hyperion. The long took some damage but was fine as it kept going but on the map, Dash and everypony that were in the bridge, watched as the dragons fired upon the Thor and noticing it's shield was starting to give way. Suddenly on the radio, Dash could hear Twilight.

"AJ, I found Fluttershy! She was gathering all the ponies that got left behind, lower the ship's shield!" ordered Twilight as Dash could hear ponies screaming in fear or fighting as the changeling were attacking them.

AJ voice returned the call as the Thor started to take off "We're taking off! All ships, move away from the planet!"

Dash and Twilight shouted "What?" at the same time as they heard the orders. The bridge lights turned red as the everything in the room went into lock mode. Dash quickly grabbed the radio and spoke to AJ in anger "You're not just gonna leave them?"

"All ships, get ready for light speed jump when the Thor exits the atmosphere. We'll link the ships supercomputers and jump as one." ordered AJ as she ignored Dash completely.

"What's going on up there? Guys? AJ? AJ, Applebloom with us! Spitfire and some of the knigh-" Twilight radio feed was cut off as the Hyperion exit the atmosphere, followed by the Thor.
Scootaloo cried out Applebloom and same can be said about Sweetie Bell, as she two cried from the bridge of the Thor.

Dash pounded the monitor and yelled into the radio "Damn you, Applejack! Don't do this!".

"It's done, Dash. Helmsman, send the signal to the fleet, and take us out of here. Now!" bark AJ as the Hyperion computer system for warp drive started to count down but before it warp with the others, black fireballs crashed into the engine area of the ship. The screen quickly alerted that the dragons were following them. With another hit, the ships warp info was messed up and jumped into a different area from the others.

"Then we bucking crashed into the wasteland of Arion. We lost a few ponies and yaks in the crash. It wasn't long before Applejack found us. She requested us to come with her, as she found a better planet to live on. Grassy field and shit. But everyone and myself included, told her to buck off. Besides, we got the Hyperion to start terraforming the planet. It took years, sure but the planet became suitable for us. The only problem was, that Hyperion was in beyond repair and because of that, we fell far behind in getting advancing tech out. We became the backwater planet that nopony wanted to go too. Heck, when other ponies started to colonize other planets near us, we were still looked down on. Then Applejack started to go with Applecore as her name and became the leader of her planet and soon the sector. The dragons and diamond dogs joined together and started a mining organizations with the new empire as the planet they landed on had rare stones to power ships and cities. Flutterheart became the new princess of the crystal ponies and settled on a snow covered planet. Her empire hasn't joined AJ's from what I heard over the years..." finished Dash as she returned to the bed and couldn't look Firefly in the eyes.

Firefly sat up from her chair and place her hoof on Dash shoulder as she spoke "I know now what happened but you can't let the past keep you like this. I know you been rejecting visitors, like the mayor. I know why...well, in truth, I really don't."

Dash slowly turned to Firefly and pushed her hoof away "I'm not becoming the leader of an rebellion...".

"Why? The backwater planets need somepony! A hero! Somepony to march wit-" before Firefly could finish, Dash jumped out of bed and flipped over her own bed.

"I'M NOT GOING TO PUT YOU IN DANGER LIKE THEY DID!?"

Firefly was shock but asked what she meant by "they" and what it had to do with her.

"...damn it, Firefly. Your parents were the Swords of Freedom. The rebel group that was slaughter at the battle over Sarac. Your father was killed in the fight but your mother lived, she tried to escape but was captured. She was executed live on air, billions watched as Applecore put a bullet through her head...I made a promise with her...I'm not letting my last kin die like her..." cried Dash as she held her head as tears dripped down her cheeks "AC went after all my family, till she showed up on Arion..."

Dash put Firefly to bed, next to a sleeping Yuna and kissed her forehead "Sleep well, honey. Grandma gonna be right back...".

Dash covered the kids with a blue blanket and exited the cabin, to see Pinkie standing outside, next to her was the vulture bike. Both nodded at each other and hugged before Dash jumped in her vulture and taking off into the waste land. She drove down the waste land for a few hours but she wasn't alone as she could hear something chasing her. She floored it, to out run them but she knew better as she could see space flights hanging near her. She could see the fighter had a T-shape design, with the cockpit in the top middle. At the end of the each wings, were the blasters railguns.

"Tsk, if i had my wings, I could out fly these stupid fliers..." whispered Dash as she cut her engine as the pilot ordered her to stop by waving at her.

As she finally stop, she could see a large box shaped dropship, landing in front of her. Walking out where a squad of marines, as they pointed their rifles at her.

"Lower them." ordered Applecore as she exited the ship and walked over to Dash in her own combat suit "Howdy Dashie, it's been awhile. I think you know why i'm here, correct?"

Dash exited out of her bike, then walked over to AC and felt small in front of her, since AC was in her huge bulking marine armor "Yup..." replied Dash as stared down her former friend.

AC grin as she patted Dashie back "Good good, will be much easier then. Reports from her crew, suggested that, Rainbow Stream, headed here a few years ago. Were ya part of this little rebellion? I already had everypony that carried your bloodline, killed off. I don't want every creature realizing that the rebellion was started up by one of the six legendary heroes. Since we're good old pals, I want to hear the truth from you. In person no less. Are yo-".

"No." said Dash, not letting AC finish.

"Are you hiding somepony here?" quickly replied AC.

"No. There's no pony here." coldly replied Dash.

AC laughed a bit before pushing Dash to the floor and choking her throat, with her metal hooves "Don't play dumb, reports say she was going to hide somepony here. maah guess, it's her rotten spawn! Where is the kid, old Dashie boy?"
Dash was kicking as she tried to breath as her throat was getting crush and with her strength, coughed out that no kid was here.

"Really, now?" smiled AC as she let go of Dash throat but quickly slammed her hooves in Dash face. She kept going, asking Dash if there was anypony here. Soon, AC metal hooves were covered in blood. After a few minutes, she stopped and picked up a bloody Dash, as her face was caved in and oozing out blood. "Last time, are there any of her spawn here!?"

Dash tried her best to speak but could only shake her head in no.

"...okay then." replied AC as she dropped Dash on the ground and turning to her marines "Did the other squad met with Pinkie?"

The squad leader step forward and reported that Pinkie handed them the birth certificates of her grandchildren's. Confirming it's her kin, since her grandkid, who was a pegasus, married a yak and had two kids.

"Good to hear. I know Pinkie, she won't ever lie to anypony. She wasn't hurt right? Because if her and her kin was..." angry replied AC as she stared down the Squad leader.

"No, my queen!" bowed the marine as AC walked passed them.

Dash slowly got up, as she felt her face being healed and able to call AC out, about how she became this evil dictator.

"Oh Dashie, I had no choice. Somepony had to rule and let's be honest here. Who was up for it? Flutterheart? She was too young at the time, all kingdoms kings or queens was killed off during the war, besides we couldn't let princess Ember take over, she's a dragon. The only reason I allied with them years ago, is because Spike became Ember husband. Rarity wasn't up for it and suggested I should led. I'm a born leader! I saved their lives and every creature knew that, it's why I'm queen now. That's the honest truth, I'm the only one!" finished AC as she held her arms up here.

"...What happened to you, Applejack? Did all that power gone to your bucking head? If Applebloom was around, she'll be disgusted by what you become..." sadly said Dash as she watched AC lower her arms and turning to face.

"If she was still around and disagreed with me, then she would end up like my dear brother. Dead and used as food for my pets timber wolves..." grin AC as she left Dash alone and entered the ship with her marines. Dash looked up and could see a smaller and different model that was based off the Thor, as it hovered there, waiting for AC dropship. After receiving the ship, it hyper jumped.

"...Stream..." cried Dash as she sat down and cried her heart out as the Arion moons rose from the mountains...

"That's why! I don't want to lose anypony else! I don't want to lose you!" spoke Dash as she walked over to Firefly but stopped as she could see anger in her eyes.

"You are a coward! You keep saying it's for me, but be honest with your bucking self. That beating made you yellow and scared of Applecore!" shouted Firefly as she trotted out the room "We don't need you!"

Dash tried to move her legs but they won't move a inch, instead shaking with fear. Fear that she knew that Firefly was right. Her Applejack was gone and she didn't want to face her in person again. She acted back but in the back of her mind, she was scared, even as she fought with AJ back on the bridge. She didn't know what to do...so she just fix her bed and slept in it. She was always good at sleeping after all...

Few days later...

The Hyperion was fully repaired after the week of escaping from Arion. It exited out of hyper jump and hovered over the planet known as Latiri 7. A rain forest class planet and home to billions of zebra ponies.

"How's the factories going, Pinkie?" asked Firefly as her and Pinkie watched as the ship factories was chucking out Marines power suits, vultures and dropships.

"Great, our forces are jacked up and ready to go. Of course, they're not the war smart crew like AJ armies but with this first mission, they'll understand how to fight and move on the battlefield. Also got vulture models being made with grenade launcher mounts, should be useful against small targets like the normal changelings. Also added cup holders!" giggled Pinkie as she turned to Firefly but sighed as Firefly headed off to the suiting up area "Maybe if I add cup holder to the marine suits? Maybe that'll cheer her up?"

Pinkie hopped away and returned to her work room but was shock to see Dash there, as she sat in Pinkie bean bag.

"Damn it, Pinkie. Why did get a bean bag chair? Hate these things." said Dash as she tried to find a best comfly spot but quickly said buck it and kicked the bag away.

"Nevermind that silly, why are you here? Thought you was locked up in the medbay?" asked Pinkie as she picked up her bag and placed it back where it belongs "Worried about Firefly?"

Dash nodded as she sat on the cold floor "Everypony and yaks has her back on this mission, that no creature would ask her not to go...not even you, right?".

Pinkie nodded, as she too believes that Applejack rule must be stopped but right now, saving the backwater planets was more important. She wasn't even surprised that Firefly quickly became the leader of the group, since everyone heard her talk against Applejack. That it will be stupid to go against everyone on the ship, in making her leader...

"...well, unless the main pick finally mares up and takes her rightful place as commander, then maybe she can order Firefly not to go in combat..." suggested Pinkie as she started to work at her desk.

"Come on, Pinkie. You know that no one would follow me or believe after Firefly told everyone I won't do it because I'm a big coward..."

"That smells." added Pinkie.

"...who smells..."

"Also likes smelling her own butt!" again, added Pinkie.

"...also like smelling my own butt...wait..." questioned Dash.

"Also like writing porn fics of Darling Do and herself as th-" but Pinkie stopped as she was getting choke hold by Dash.

"I THOUGHT YOU SAID YOU'LL NEVER TELL ANYPONY!" yelled Dash but let Pinkie go as she heard her giggling.

"Of course not, silly. I never break my pinky promises!" answered Pinkie as she hugged Dash "Go down there with them. Show them that your no coward!"

Pinkie let go, then picked up a remote and flip it on. Revealing Dash better upgraded marine suit from the closet. The suit was blue with yellow lightning bolts on the arms and legs, just like the wonderbolt outfit from old. Dash walked up to it and touch it. Pinkie joined her and asked her if cup holders will be great feature or not.

After suiting up, Firefly entered the hanger bay and met with her army, as marine ponies and yaks saluted her. Yuna walked over and handed her a mic. Firefly took it and spoke.

"Listen up fillies and gentlecolts, our first mission in our little rebel group, is to rescue the zebras from the invading changelings. We got reports that the remaining tribes are held up in the last dome city. It's anti-magic shields will go down in a few hours, letting the changelings flood in. Our objects is to give them covering fire as their ships head out to the Hyperion in space, since we can't risk the Hyperion from getting attacked by the swarm air units. We'll hold out as long as we can. After the last ship is gone, we're breaking and heading back to the dropships. Everyone got that?" finish Firefly as she gave the mic back to Yuna.

"YES MA'AM!" shouted everyone as they saluted again but started to talk among themselves as they saw "her" walking to Yuna and grabbing the mic.

"I'm coming too!" said Dash as she watched Firefly quickly turned to her "I know all of you wanted me to be the commander and I think all of ya were right but I let all of you down because, like Firesides said, I'm a coward..."

"Who smells!" added Yuna.

"...yes, who smells..."

"Also likes smelling her own butt." added Sparklealoo from the bridge, as she was watching the speech on the live feed.

"...son of a...yes, who likes sniffing her own ass..." mourned Dash as she can't believe that Firefly would say that "But let me prove myself down there. If I can't, welp, Firefly will be the leader but if I can, I'm taking over and all of you gonna call her Firesides from now on!"

"WHAT!?" blushed Firefly as she rushed over to her grandma.

"Marshal Pony Dash, why do you call her that anyway?" asked Yuna, as she always wonder it.

Dash smiled as she explained that Firefly is super ticklish on her sides, that she burst out laughing that her sides are on fire. Hint the name, Firesides. Everyone started to laugh at the answer, while Firefly turned bright red as everyone started to call her Firesides as they walked by her to their drop ships.

"YOU BUCKING HAG!" shouted Firefly as she chased Dash into their dropship.

"W-What? I think the nickname is cool?" replied Dash as she sat in her seat and was locked in.

"It's bucking not!" cried Firefly as she sat next to Dash and was locked in as well.

The dropship engines fired on and took off to the planet, giving its crew a shaky ride.

"...I'm happy your coming..." confessed Firefly as she played with her hooves but smiled as she faced her grandma "Glad I won't be the leader after this, commander hag."

Dash was confused, she wasn't the leader yet and the bet didn't started yet but Firefly quickly explained that even though she was picked, most of the older crew wasn't happy about it. It was no doubt that everyone will pick Dash over her when they get back. Dash didn't like this but she became fine with it.

"Well, as my first order as commander, Firesides, you must stay near me as all times!" ordered Dash as she petted Firefly head.

"...fine."

"Also, you must give your location at all times during mission!" added Dash, making Firefly moan in embarrassment.

"Hey, commander?" spoke Sparklealoo through Dash suit "The name and symbol of our group was finally voted and Firesides name of the group and Pinkie symbol had won. What do think?" finished Sparklealoo as she send a copy of the name of the group and symbol they'll be using.

"...simple...but it's coming from Firefly...so I like it! Dash's Raiders!" grin Dash as her visor closed shut and then followed by the blast resistant visor as it shut tight and revealing a pony skull decorated on it. On everyone shoulders, appeared two wings and between was Twilight star cutie mark but without the tiny stars. Soon the dropships lights turned from red to green as it opened the doors and unlocking it's troops. "Listen up, give them hell!" cheered Dash as her and everyone charged out of the ships and opened fired on the changelings as zebras ran to their own ships.

end of EP3

Author's Note

yawn. oops i thought i uploaded this lol.

anyway, was going to be longer but i felt it was dragging too much in some parts. Spike was meant to have longer role with Rarity, stuff between AJ and big Mac, and the ending being longer with the mission going on.

good thing, ep4 going to be a mission story and flushing out Sparklealoo more with Firefly. Also including two new characters, which will fill out the medic role.