Starlight Glimmer stood at the main doors of the School of Friendship. The first classes of the day were underway. She could hear chatter from the school grounds as the students went about their classes. It was a sound she had grown to find comfortable and reassuring.

Settling into her role as principal of the school had not been easy. Twilight Sparkle left large horseshoes to step into, that was without question. Disappointing her had always been something she’d been afraid of, if only because of her own past. But the other side of it had been that the alicorn had always been there to remind her of her good qualities, or the friends she’s made herself would pick her up. For all her faults, and for all her doubts, the Magic of Friendship really had been there for her, as much as she’d been for it. And of course, she thought with a more private smile, the first friendship she’d made of her own had turned into something a lot deeper, too. And with that friendship, she had helped somepony else, too.

And now those experiences were being passed on through teaching, to new generations of creatures through Equestria, her past, both bad and good, had put her in the right place to be somepony who could make the lives of others better and more positive. It felt… right. Especially to do so alongside the two most important ponies in her life, her oldest friend and her closest, dearest one.

Feeling something like content - despite the fact it was a Tuesday morning - she sighed and leant against the door frame, letting the moment last. After all, she had no pressing business. If there was one thing she had learned and inherited from Twilight’s tenure as principal, it was that checklists definitely helped things run smoother as school principal.

Something moving in the air and growing closer caught her eye, and she stood again, looking on in curiosity. It was about the time the mail mare usually arrived, although this particular flying object wasn’t moving quite as erratically as Derpy normally did, so that didn’t seem quite right. Nonetheless, she readied her horn just in case as she continued to look. The thought was soon pushed aside as she saw the speed with which the flier was approaching, and their straight-line flight was dead-on accurate as well. Could it be Rainbow Dash? She thought, but then nixed that idea; the lack of flashy rainbow aura in the wake of the flight ruled it out.

A mere moment later her questions were answered and she felt her curiosity rise, as the blue-suited pegasis with an orange mane and tail drew up to a precise halt, dropping to her hooves and sliding goggles up her forehead to reveal a pair of piercing deep orange-brown eyes.

“Spitfire?” Starlight said in amazement and surprise. “What can I help you with?”

“Starlight glimmer,” she replied in an all-business voice. “Hope I’m not disturbing you too much this morning, especially at the school like this. But Princess Twilight has important news”.

Starlight sighed and rolled her eyes. “And here was me, thinking how peaceful things were. Come on, you’d better come inside so we can talk”.

The pair sat in Starlight’s office, Spitfire on the chair in front of Starlight’s desk, and Starlight behind it. The pegasus mare had accepted a cup of coffee, and pushed the hood of her Wonderbolts uniform down, revealing more of her golden coat. It didn’t soften the intense, sharp look in her eyes at all though and it had stayed on her face as she’d relayed the message: Something bad was coming, something that had resulted in Discords’ disappearance, and Princess Luna experiencing deep, disturbing dreams, and a pegasus being seriously injured and wounded. All three were things that seemed pretty genuine to Starlight. After all, she’d been in situations where all three had happened, and had heralded serious danger coming to the kingdom.

“Do you know anything else?” Starlight asked the Wonderbolt, as she cradled her cup of tea in both hooves. The scent of the green tea was soothing as she sat in the comfortable chair of her desk and absorbed the message she’d been relayed. Spitfire shook her head apologetically.

“No ma’am. All I know is what Rainbow Dash told me, it was passed on from the Princess, and she’s sent the word out to try and make sure everypony is ready if anything… well, happens. In fact, I should get moving. I need to return to Cloudsdale and make sure the reserves are ready in case anything happens”.

“All right,” Starlight said with a smile, as Spitfire placed her mug on the desk, and hopped onto the ground and pulled her hood back over her head, and placed her goggles back on her forehead.

“I can see myself out, ma’am,” she said with a tight, fleeting smile. “Good luck”.

“Thanks, Spitfire. You too”.

The golden pegasus nodded in acknowledgement before crossing the room and letting herself out the door. Starlight stayed in place, sipping her the last of her tea, before misting the leaves of her plant as she thought about what Spitfire had said.

“So, Phyllis,” she said quietly as she squeezed the spray bottle and watched the water settle on the philodendron’s leaves, giving them a glossy wet sheen. “Here we go again. Equestria needs saving, and it looks like one way or another, we might get involved”.

Setting the spray bottle down, she turned to the intercom in her office and pressed the talk switch.

“Vice Principal Sunburst and Counselor Trixie to the Principal’s office”

Deep in the wilds of Equestria’s far, far east Starswirl the Bearded was deep within the work that was his life and calling. The traces of an ancient ruin lay at the top of a megalithic plateau. Amidst the decayed ruins and stone debris, the aged unicorn levitated in an aura of his own magic, reaching out with finely tuned and perfected spells that augmented his senses beyond those of normal ponies. They reached into the layers of ages past, through history and time and what was visual, auditory, scent or touch, and into the more mystical and arcane, dissecting the layers of magical energy left as impressions upon the place by those who had come before.

The unicorns’ refined and aged features creased in concentration as he used his magical senses to gently probe the layers of ancient impressions left behind by other creatures and their works. The imprints were weak, barely more than the vaguest of impressions. Normally, any place that had been frequented by so many magical creatures would be brimming with their traces and residue. But this place was… bare. Barren, even. It wasn’t as though it had simply been abandoned, or even as if it had never been used. There was still a background of magic to anywhere in Equestria, and even to the few places he’d journeyed to beyond its borders, where magical creatures existed and Harmony still prevailed. This was more like an absence of magic. Almost as if there was a ‘blind spot’ here, or if the magic of this place had somehow been scoured clean from the world in this particular place. It was like nothing he’d ever seen or felt before. Not even Lord Tirek, the centaur that had wrought mayhem across Equestria on two occasions by devouring magic from ponies left the same effect. He at least was magical himself, using the mana he drained to enhance his own fearsome abilities.

The thought of magical power being drained and used poked at a part of his brain, nudging a memory long filed away, and the unicorn wizard frowned as he leafed through the pages of his mind, rolling back his memories to find the knowledge he knew was filed away after so many years of study and learning.

Something he had read, in a collection of journals and letters by an Equestrian explorer, about a far-away land across the seas, and…

Giving an equine huff of frustration he opened his eyes and dispelled his aura of telekinesis as he landed gently back on all four hooves. Whatever it was he was on the verge of discovering, it would require more than his own extensive memory to unravel. He would need the knowledge of books and research to fit together the missing pieces of the puzzle. Annoyed at being dead-ended, the aged unicorn turned to begin packing his saddlebags for the return trip, mulling over the information still, like a morsel stuck between one's teeth, it wouldn’t stop irritating him, and he felt compelled to work at it with his mind, like the tip of a tongue worrying at the trapped piece of food.

Starswirl’s self-reflective thoughts were interrupted as his partner in the expedition fluttered to the ground in a flurry of feathers and a rush of air. Looking up from his bags, he greeted her with a curt nod, and the pegasus returned it with a tip of the pith helmet she always wore while exploring.

“Starswirl. Hope you’ve had some luck with your studies, because I’ve got some news; important too.”

“Unfortunately not, Daring Do,” he replied. As always his voice sounded grave and full of import. But, the pegasus had observed, that was the same whether he was speaking of ancient history and dangerous magical artefacts, or asking if you wanted to roast marshmallows over the campfire.

“I have managed to discover that there is something unusual about this place, and likely about the ponies - or other creatures - that used to live here, but there is little else to discover without further research. It reminds me greatly of something I studied in the past. Have you made any further progress in deciphering the runes inscribed on the pillars and stonework?”

The explorer shook her grey-and-black mane with a grim expression. “No, all I can tell is that it doesn’t seem to be ancient ponish, or any other language I’ve encountered anywhere in my adventures. It seems to be a completely unique dialect. But that’s for another time; right now there’s this message. I got handed a letter by the mailmare while I was in the local village. It’s addressed to both of us, from Princess Twilight. She’s warning of some kind of danger, sweeping across Northern Equestria. It’s injured ponies already, and seems to be draining them of their magic. She’s asked any and all able-bodied ponies that she knows - like you and I - to stand by in case of an emergency. What do you think?”

The unicorn ran one forehoof down his long white beard and hummed in thought as his eyes roved across the ruins without really seeing, lost in his thoughts over the message as relayed by Daring Do.

“I think, Miss Do, that we ought to make our way to Canterlot. I have a suspicion that what happened here is linked to what’s going on in the north of the country.”

“You really think so? Then we’d better get a gallop on - it’ll take days for us to reach even the nearest train station to here, let alone Canterlot!”

“Well, I might be able to cut that down at least a little,” the unicorn said firmly. “Once all of our equipment is packed and ready. There are ways to travel other than wings, hooves, or trains, my dear”. He tapped his horn for emphasis, and the golden-orange pegasus nodded with an eager grin, and set to packing away the expeditions’ equipment.

Fillydelphia was not the city she remembered, nor the one she expected.

Tempest had visited the city when she was young - very, very young - and had remembered a bustling, metropolitan city of excitement. That was what had drawn the wine-coloured unicorn back to the city in her roaming across Equestria. It was there, she had been nearby. Visiting had seemed like a natural thing to do, but when she had approached the city, she had already had worsening suspicions the closer she had gotten. The plumes of smoke had been less-than inspiring. The roads being quiet and abandoned had been something else that had put her into a state of alertness, training and reflexes honed by service in command of the Storm King’s legions slipped simply into place. She galloped across fields of crushed crops and flattened grass as she approached the city limits. Even the outbuildings, suburban homes and other smaller low-rise structures showed damage. Fires had raged across the thatched roofs that were so common in Equestria, and gutted the timber-framed structures into smouldering ruin. Other brick-and-stone structures had weathered whatever chaos had been wrought with minimal damage, creating islands of untouched or pristine structures among the devastation.

Sliding smoothly from shadow to shadow and darting between narrow passageways and buildings, taking a careful, measured approach, the athletic unicorn made a careful, yet rapid advance, being careful to shield her hooves from clopping against the paved streets with measured movements and careful footing. Whatever or whoever had caused this damage might still be present. He ears flicked to and fro as she searched for any signs of life; it worried her that, so far, there had been no sign of the people of the city itself.

The cities’ main streets lay ahead, the high-rises of the apartment blocks, offices and other structures that made up the heart of the metropolitan city of Fillydelphia. Cautiously, the scarlet-maned mare picked her careful way along. Despite herself, she felt a shudder run from the base of her horn to her dock; she had seen much destruction in her time in the Storm Kings’ army. Indeed, she had presided over and directed much of it, laying cities to ruins and sending people fleeing in droves, if not cutting them down to prove a point or serve as examples to their fellows. But there were always the survivors, always the ones hidden or escaping - and always some of the attackers who fell; taken by battle, poor decisions, or circumstances.

The maroon-coated mare slowly picked her way onto one of the more well-travelled streets of the city. It was a scene of ruin and violence. The wide city street was lined with shops, cafes, bars and restaurants. Most of them were hollow mouths, fanged with shattered glass, and blackened by smoke. The normally bright and cheery signage and building fascias were scarred with explosive damage and shattered impact craters. Street food carts, sellers booths and stands were wrecks, flattened by debris thrown from above. Most of the street was blocked by what looked like the entire top few floors of a skyscraper, torn asunder and collapsed onto the street itself.

And above it all was the smell. The smell of burnt, charred buildings, and of worse things. Of waste, illness, and… of death. That sickly-sweet smell that mingled with the smell of sewage and burning to catch at the back of the throat. The unicorn grit her teeth and moved forward, hooves falling against the paving with soft, hollow steps as she moved forward, keeping her senses primed and her magic bubbling under the surface.

Tempest’s eye was caught by a movement, and she quickly pressed herself flat, tensing muscles ready to spring into action. She held herself low, poised to pounce out with her hooves first. Moments later, the tension drained from her as she made out the terrified eyes of an earth pony mare, sheltering in the ruins of a shop front. The big pair of blue-green eyes wavered, brimming with tears of fear and exhaustion in a dirt-streaked pale yellow face that was framed by a short bob of mane that matched her eyes.

“H-hello” she said weakly, looking toward Tempest. The unicorn straightened, looking around cautiously before she stepped closer. The mare looked around with the same caution in those frightened eyes, before beckoning behind her. A small gaggle of ponies slipped out of hiding around the ruins of the shop; it looked to be a dress and fashion outlet. Briefly, Tempest blinked; wasn’t that Twilight’s friend Rarity on the sign? Putting that thought aside for the moment, she watched as the hoofful of ponies cautiously crept forward. A smattering of mares, stallions, colts and fillies. They were grubby, some injured, and all of them terrified.

“Are you here to rescue us?” said one of the colts in a tiny voice that spiked dark memories in Tempest’s mind.

“What happened to the Royal Guard?” Tempest said finally, looking to the eyes of the pony who’d come out in front. The pale coloured mare had the remnants of a cute little necktie-collar around her throat, but it was stained and torn now. “They must have been there to do something about… this”

The mare shook her head, settling onto her haunches with a weary expression. “They tried,” she said at length. “They just weren’t expecting what came here. The… things, they were like some kind of machines, but alive. They just,” she was clearly struggling with the words and her muzzle scrunched up and her ears folded back. “Whatever magic they used on them, the monsters just… absorbed it, ate it. Like water soaking into fabric, it just soaked into them. But more like a dried-up sponge, they got bigger and meaner the more they got… fed, I suppose. The guardsponies held them back as long as they could, but…” She looked to Tempest with a dark, hollow look on her face, and the broken-horned unicorn nodded with a grimace. She didn’t need to know the rest of that sentence to understand what the pretty mare meant.

“All right,” Tempest replied. “Are you all able to walk? If you can, you should probably head to the West; I came from that way and didn’t encounter anything dangerous. I’m going to look for any more survivors, and try and find out more about what happened here. What’s your name?”

“Coco Pommel,” replied the mare, climbing to her feet again. “And will you be alright on your own, miss?”

“Shadow. Tempest Shadow,” she replied remembering to give a smile to try and break the sternness she was putting across. It wasn’t much of a smile, but the smaller mare returned it with a small, shy smile of her own. “And I’ll be fine on my own, miss Pommel. I’m used to working alone, and I have the skills for it”.

“Miss Shadow,” one of the stallions said hesitantly, taking a few steps forward. “I-I think there might be some more survivors if you head a few blocks over. There was a big local council building there, and they had a storm shelter in the basement. If anypony survived anywhere-”

Tempest nodded, with a grateful smile to the unicorn. “All right, thank you. Now, you should go, quickly!”
They all nodded, Coco taking on a firm expression as she beckoned the others to her, and began speaking about finding water and food for their trip. Tempest began to turn away, feeling some sense of relief that she’d found survivors. But it was all a moment too soon. She trotted a few steps forward, and there was a surge of noise. Shrill, warbling screeching in a single-sideband note that assaulted the ears. Rubble and debris shifted aside as something pushed up from beneath fallen masonry and timbers. The creature was bigger than pony-sized, closer to that of a Yak or some other hulking beast like a Manticore, but with far sleeker and more athletic proportions. It’s body was a mixture of smooth grey-black carapace and inky black so dark it absorbed near-all details, aside from the streams and trails of bright purple ichor leaking from beneath the seams of the carapace upon its’ body and limbs. A single ember-glowing eye glared out at her from one side of its’ long, almost equine face. The other was a mass of splintered carapace, mangled machine-parts and what looked like meat. A hexagonal ripple of red light sputtered and sparked fitfully across the beings’ carapace as it dragged itself onto four cloven, hoof-like feet. Panels opened or tried to, and outrigger-like appendages struggled to whir into place, but Tempest was already on the move. She flowed like water, but with the force of the storm that was her namesake. Leaping from the ground, she vaulted onto an outcrop of rubble, somersaulting through the air as a beam of energy seared through the air close enough behind her to feel the heat singe her exposed tail hairs. She had no time to consider that, nor did it concern her as she moved through movement and thought with fluid efficiency born of practice. As soon as her hooves struck the stone and brick, she pushed off, twisting in a mid-air leap. Coco’s words came back to her as she charged magic through the splintered stub of her horn; the creatures absorbed magic, and could use it to increase their physical powers and abilities. If she simply blasted it with her own powerful, yet random magic, it could potentially regenerate the thing. Instead, she arced gracefully over its’ head, hitting the ground squarely on all four hooves in a crouch. As it whirled to face her, she let fly with her magic at the crumpled skyscraper top she had just vaulted from. The bolt of raw power smashed and carved through the bricks, concrete and steel of the structure, blasting a chunk of masonry free. The machine-creature whirled enough to fire at her again, and she let out a yell of agony as the bright red beam seared across her withers as she ducked; she could feel her flesh sizzle as the beam scored across her, but it was abruptly cut off as the roar of falling masonry filled her ears, along with the billowing dust cloud.

She blinked and coughed as she swayed to her feet, aided in moments as Coco and the others supported her.

“Is it dead?” the chestnut-coloured unicorn stallion asked fearfully, lighting his own horn with a flare of pale green magic and taking a tentative step forward. “It was pretty battered before-”

He leapt aside with a yell and the rest of them ducked as with a metallic keening, the thing lurched at them from out of the dust, a looming silhouette. They shrunk back as a group, the pegasus with them flaring her wings to protect and shield the younger colts and fillies, Coco moving with Tempest to support her even as the unicorns’ own stubby horn flared to life in a shower of sparks and fizzling motes of energy.

The creature was half trapped under the concrete, steel and stonework, It flailed with one free hoof, scraping along the ground and shrieking. Even as it moved, Tempest could feel it pulling on her magic, feel herself having to push more into her horn to keep it lit. An exchange of glances with the other ponies confirmed it; they felt it too. And the creatures struggles grew stronger, more insistent. The splintering spiders web of cracks and moonscape of dents and impacts across it’s carapace started to smooth and seal as well as they watched.

A shadow passed over them and there was a brief whistle, before something slammed into the ground with a resounding crash, blocking the creature from sight, and cutting off the ear-piercing screech abruptly.

“Heh, sorry about that!” a gruff, female voice called down from high above. “Shoulda given you ponies a bit more warning I guess, but as long as no one’s hurt!”

“You almost squashed us!” the pegasus yelled up at the figure that flapped out above them and started to descend. Squinting, Tempest started to make out features; a thicker coat of fur, a long leonine tale, and large wings, along with a beak - a griffin.

The griffin alighted in front of them, peering with interest at the results of her handiwork, ruffling her large brown-feathered wings and tapping the section of wall she’d pushed from above with one talon.

“Heh, looks like I got that loser good. Chalk another one up for Gilda. So, are you dudes all okay? Didn’t mean to scare you, just trying to get rid of more of these things to try and, I dunno, help maybe?”

“We’re fine,” Tempest answered, wincing as she felt the aching pain from the burn across her back. “Thanks to you anyway, Gilda. I guess I underestimated these things. Have you been fighting them?”

The griffin looked a little embarrassed and feigned a casual shrug. “Hey, it’s no biggie. Just looking for some excitement, and trashing these dorks seems to be a good way for me to get my jollies. If it helps out some other creature, then so much the better, right?”

Tempest opened her muzzle to reply, but before the words could even get out, the air was filled with a flash and the bang of a teleport arrival. Tempest, Gilda, and the ponies around them whirled again, ready to defend against anything - and then felt a surge of relief It definitely wasn’t any kind of hostile creature. Instead, it was a most welcome group of ponies. Princess Twilight stood with her horn charged with power and teeth gritted, Spike flapping in the air above her back, green fire brimming at his lips. Rainbow Dash hovered above them with a challenging look in her eye and hooves bared, Applejack with a grim, serious expression to her face and tensed and ready, and Rarity with her horn charged with power and her eyes narrowed. Five of the seven most heroic and experienced creatures in the land, ready for battle; what more could anypony ask for? Well, other than all seven of them, probably. Tempest knew that for a fact; together all seven of them had shattered villains’ plans and reshaped Equestria itself, making it into the land it was today - they were why she sought to follow in their hoofsteps.

Nonetheless, with no immediate danger, they settled into more peaceful, curious postures. Twilight took slow steps toward her as she looked about at the destruction.

“Twilight!” Tempest called out with some excitement. “Thank Celestia you’re here. This place-”

“Rarity!” Coco called out with excitement at the same moment, and the white unicorn looked on in surprise and astonishment as her eyes fell on the smaller earth pony mare.

“‘S’up dweeb,” Gilda said, offering one clenched talon to Rainbow Dash with a cool expression. Rainbow replied by giving her a hug. The griffon squawked, then relaxed, settling for a quick nuzzle of the blue pegasus cheek that she hoped nopony noticed.

“Twilight, something really serious happened here. Some new enemy has appeared-”

“Fizzlepop?” Twilight said in surprise, moving to give her a brief hug that resulted in a pained whinny from the mare in question as Twilight accidentally brushed the burn across her withers.

“Fizzlepop?” Gilda spluttered, laughing. “Oh wow, you’re like, the coolest looking pony I’ve seen, but your name is Fizzlepop? That’s too amazingly hilarious!” Rainbow Dash shoved her in reply and glared, while Tempest - aka Fizzlepop Berrytwist - ignored them both, beyond a slight twitch of annoyance from one ear, and carried on with her conversation to Twilight.

“Um, yes - I mean, Twilight; there are creatures here. At least, I think they’re creatures. They seem like - like machines. Really complicated machines”

“We knew there was something happening, that’s why we came to investigate,” Twilight said, a firm expression on her face, and stamping one forehoof. “But I don’t think any of us could have expected this,” she said, shaking her head as she looked around.

“Is it all this bad?” asked Applejack, looking around alongside her. “Th’ whole city, I mean. Did these things do all this? Only I never seen anythin’ so bad as this outside of when an earthquake or a volcano tore up a place, an’ even then only on a photograph or a painting before. For some creature to be able to do all this, that’s… well. Only that trio of villains came close”.

“It wasn’t just one creature,” Coco answered. “It was an army of them, and they got stronger and stronger the more ponies fought them with magic. They can absorb it”.

“Like Tirek, right?” Rainbow Dash said, zipping down from where she’d been hovering above. “He absorbed magic and got bigger too, and we still kicked his butt! All he does now is collect bird crap and moss in the Canterlot gardens!”

“No,” said a colt that had been virtually clamped onto the unicorns’ leg since Gilda’s actions had flattened the creature they’d fought. All of them looked to the tiny blue stallion. He’d not spoken a word since now, and his voice was so flat and serious for a colt that it was almost unnerving. His words took on a dreamlike tone as he carried on speaking.

“Not like Lord Tirek; my mom told me about him. She remembered him from when she was my age, and when she was a teenaged filly. He drained magic and could return it. This was worse. When these things caught up to my mom and dad, they sucked the magic out of them, and I could feel it coming out of me too. When they pulled the magic out of my parents, I could see it leave them. See the colours fade on their coats, and in their eyes, manes and tails. And when it was completely gone, I saw them as their eyes went all misty, like they couldn’t see anything anymore. They didn’t even look scared, or sad. They just looked… empty. Even as the monsters got bigger, stronger, and more powerful, they didn’t blink, and didn’t move. They stopped telling me to run away, and I think they even stopped breathing, too. I only got away because I was smaller than them. No, they’re not like Tirek”.

Rarity hid her muzzle behind one hoof, while Applejack lowered her head, hiding her face with the brim of her hat. Twilight’s eyes gleamed with angry, furious tears, before she turned her head away.

“We need to find one,” she said after a moment, a crack in her voice as she spoke that was quickly paved over with a sharp, clinical tone. “We have to study them, to find out as much as we can about them. Anything that can tell us where they came from, what they are - and how we can stop them!”

“Well Princess,” Gilda answered, rising to all four feet. “I might have something that can help you with that. See, I know where you can find one. Alive, and intact”.

Author's Note

This is the story I wrote this year for NaNoWriMo. It's only the second ever fanfic I've written, and the first that isn't smut. It's a lot more like what I usually write, compared to the smut I have written, actually, and I hope you like it.
It's still a work in progress, as 50,000 words wasn't enough to finish it - so please stick with it if you're interested.

There are some AU elements, such as the Pony of Shadows back-story and origins being somewhat different to what was shown in the show. But hopefully it won't be too distracting or upsetting for anyone reading.
Positive and constructive critical feedback is welcomed.