Guardians of Equestria

by Silverwind Blade

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Starlight Glimmer, Adventure, Equestria Girls, Science Fiction, Sunset Shimmer, My Little Pony: The Movie, Main 6, Pony of Shadows, Drama
Length: 90048

A few years after the events of The Ending of the End, an ancient evil power returns to the world of Equestria. Can Twilight and her friends complete a quest and fight to save their world from a grim, bloody fate?

Some years after Twilight has taken her position as Princess of Equestria, but before Luster Dawn becomes her student, Equestria is at peace.
All is not to remain that way; the return of the Windigoes ancient magic cracked the boundaries of reality, allowing an ancient force to return, one that challenges the very foundations of the world of Equus and all it is built upon.

Faced with a new foe unlike any they have faced, and one able to absorb even the greatest of magic turned against them, Twilight and her friends embark on a desperate quest to a land that was myth even in Star Swirl's time, in the hope of finding a way to save their nation, and their world. At the same time, their friends, allies, and relatives work at home to try and survive, and hope that Twilight and her friends have something to return to.
The journey will take them further than any of them believe, and at the end, more will have changed than any of them could imagine.

----------------------------------------------------

Slight AU set after the end of Season 9; AU aspects only relate to some minor backstories for a villain, and my own interpretations and ideas on how magic works in Equestria, and that Equestria is one nation on a world of many, as well as Equestria having armed forces - of a sort.
The story is an adventure piece, with sci-fi elements, bloody and grim warfare, and - eventually - tech in Equestria, including mecha. Caution for occasional bad language and acknowledgement of adult themes.
While it isn't set after The Last Problem it does hint towards that being an outcome in numerous places.

Published 2019-12-08 19:40:01 UTC
Last updated 2023-06-29 19:49:06 UTC

Fracture

Canterlot, Five Years Ago. When the End was Ending

Lord Tirek felt a sense of glee and fulfillment rise in his - pleasingly powerful, after the magic he had absorbed - chest, as he stood on the blasted precipice of Canterlot Castle. The throne room was a blasted out shell, and the city beyond full of boarded up windows and empty streets. Only a cold wind gusted from skies consumed with grey clouds.
The sense of satisfaction he felt was almost palpable as he looked out on the victory that was within inches of his grip. He looked back to his co-conspirators, sneering as he spoke.
“Every prisoner is safely in their cells. Now we can hunt down the rest of the” he paused as unearthly wails reached his ears, and something, blazing with ethereal, ancient power coursed through the skies, brewing a storm as it moved high above. His yellow eyes squinted toward the clouds.
“ — Windigos?”

Somewhere that’s nowhere, in no time

The void was endless.
Infinite, numbing nothingness, stretching entire. It was everything, and nothing. There was no time, no age, no anything.
Just the void
There was no darkness, no light, no colour, no sound. It’s substance was the absence of substance, the absence of anything
It just was; and within it, they were nothing as it was.
Time did not pass. Nothing happened, it simply… was.
This was their prison, their existence. All they had was their hunger, and their rage.

Then the unthinkable happened. Something changed.
A crack. A sliver of the different intruded. And through it radiated power, and life and energy.
They howled into the void of nothingness in their fury and surged toward it, flailing in their rage and hunger, driving toward the glimpse of that other world

Canterlot, Today

“I can promise you, I didn’t exile him, and he hasn’t been turned to stone. You checked yourself in the hedge maze, Fluttershy. It was the Royal Gardeners who got me to come and see you after you started scaring them.”
The yellow pegasus gave a soft sigh and bowed her head apologetically, the fall of her long, thick pink mane hiding her bashful blue eyes.
“I know, Twilight. I’m sorry. I didn’t mean to scare anypony; I just got a little anxious, and then my imagination got the better of me”.
Princess Twilight Sparkle gave a warm smile and a knowing roll of her eyes to her long-time dear friend, and trotted a few steps closer, curling one wing over her friends’ back.
“Believe me, Fluttershy; I know more about that than anypony. Or have you forgotten the time I enchanted a stuffed toy and had half of Ponyville fighting the other half? Or the time when I drove myself crazy because of a message I sent myself about driving myself crazy?” The alicorns’ pretty face scrunched into a frown momentarily as she thought on that.

“Actually, that one still gives me headaches,” she admitted quietly to herself, before resuming her smile and coaxing Fluttershy to walk with her through the ornamental rose gardens around the palace.

“You’re right Twilight,” the buttery yellow pegasus answered after a moment, lifting her head and smiling to her friend. “I suppose we all let our imaginations run away with us once in a while. I just can’t help thinking that something really strange might have happened for Discord to miss our afternoon tea for two days in a row - and especially without letting me know”.
Twilight smiled and nodded sympathetically.

“I know, Fluttershy. It is unlike him to miss out on doing anything with you. For as much as he can be a pain in the flank, he does really care about you - and about all of us, really. It does surprise he hasn’t let you know. But… being strange is his thing. I mean, he is the avatar of Chaos after all.” She glanced to her friends’ face, seeing worry still evident in Fluttershy’s big blue eyes.

“...But I’ll tell you what; if he still hasn’t got in touch or said anything to anypony by tomorrow, then we’ll find some way to get in touch with him, I promise!”

Fluttershy smiled and hugged Twilight, the purple alicorn returning the gesture.

“Oh, thank you Twilight! I wish I’d come to you first; I should have spoken to my friends before letting myself get so carried away.”

“That’s fine, Fluttershy,” the Princess replied with a smile and a soft laugh. “If there’s anything else you need, just ask. I’ll do my best to help you, you always know that.”

“Of course,” the yellow pegasus replied with a warm smile. “I’m going to go and see the animals in the garden, Twilight. They always help to calm me down. But would it be all right if we met for tea later?”

“I insist, Fluttershy,” she replied with a grin, waving as her friend took wing and gently flapped away to another area of the garden.

As Fluttershy flew away, Twilight continued on her path. She’d wanted to get out of the throne room as it was; holding court was something she still, even after the hooful of years she’d been in charge now, still didn’t enjoy, nor find much relief in doing. Princess of friendship she may be, and sorting out friendship problems for ponies - or other creatures - was something she was more than adept and keen at doing. Or even solving magical problems, mathematical problems, or scientific ones. But discussions about land agreements, trade, defence or other matters were best left to the ministers of the council, rather than ending up in her lap.

She gave an equine snort and rolled her eyes as she trotted along the elegant brickwork of the garden path. In truth, Fluttershy’s worries about Discord’s disappearance concerned her more greatly than she let on. What she’d said to her friend was true; Discord had been, in the past especially, a gigantic pain in the flank for all of Equestria, let alone her and her friends. But, for all his ridiculous and frequently life-threatening mistakes or slip-ups, they were often made out of misguided good intentions, and he had put himself on the line for all of them on many occasions. And his adoration and admiration for Fluttershy was beyond compare. That made the fact he hadn’t so much as dropped a peep to her in a couple of days and had missed appointments with her all the more worrisome.

Lost in her thoughts, and letting her hooves follow their own course had taken Twilight off of her path, and she looked up as she realised she’d taken a wandering route. And, almost immediately, felt a sour taste at the back of her throat. Her ears flattened back and her dark-maned tail swished as she looked on the visages frozen into stone in front of her. They were a reminder above all else of the havoc Discord had wreaked unintentionally.

Cozy Glow, the tiny pegasus filly with the heart and mind of a villainous would-be tyrant. Queen Chrysalis; former regent of the former Changelings, and consumed by nothing but bitter revenge and a lust for power. And Lord Tirek, the centaur of mysterious origins, who lived only to siphon magic in order to increase his own physical and magical prowess, with no regard nor care to any other beings’ life or well-being.

Her muzzle pursed into a thin line, and one forehoof pawed the tiled path leading around the statue before her. Though, it was of course no simple garden monument. The trio themselves had been immobilized into stone, placing themselves by their own actions as irredeemable.

Discord had lost his powers when that happened. And before, he had had no power or ability to control his magic in the face of other villains. The lord and master of reality, yet he had been rendered powerless in the face of events.

And it was my friends and I that rose to the challenge, and won each time, because of our friendships, or those of the creatures we have met along the way. Even in the darkest of days, we still found a way.

She looked down at herself, looking at how her shadow now fell taller across the statue. She’d begun to change over the last five years; lengthening in leg and neck, wings getting wider and thicker with feathers, and her mane and tail had taken on an… ethereal quality. Not quite flowing in an invisible breeze like Celestia or Luna, but certainly more of a… thickness and a sheen to them than her younger years.

Their greatest foes had bought out the greatest strengths of Equestria, and of the bonds of friendship shared between her and her friends. If something was the matter, if Discord was in trouble - she had no doubt that the magic of friendship and the power of harmony within all of Equestria would be enough to put it right.

With a rushing flash and a pop of reality, Discord reappeared elsewhere on the material plane of existence. He grimaced inwardly; linear reality was so… tediously three-dimensional and logical. But, it was where all of his friends lived, and their lives, despite being lived in a logical and three-dimensional way, were so much more… involved and had much more depth than he would ever have imagined. And that was why he’d ended up here.

Intimately connected with the force that held Equus itself together and reality beyond it, he had felt his senses twitch and tingle, a crawling sensation rising through his awareness from somewhere in the world of Equestria, something that did not belong, in a way that even his grasp on Chaos did not gel with. Something had poked its way into reality from elsewhere. And this close to it, whatever it was, it didn’t feel right.

The avatar of Chaos drifted through the loosely forested landscape, his serpentine body slinking between tree trunks and high grass as he ignored gravity and it’s boring rules. Idly, the Draconequus noted that the trees here were not like the ones at Fluttershy’s animal sanctuary. They had no healthy, strong trunks, no thick green canopies that her animals would like to live among, or eat. Their trunks were gnarled, grey wood and branches twisted like crippled arms. No leaves, or in the least, a few pathetic specimens hung on the branches, with upthrust croppings of dark, splintered rocks breaking up the dismal landscape.

“Well,” he muttered to himself in a superior tone. “Isn’t this a cheery corner of Equestria. Perhaps I should suggest to Twilight that she let me do some redecorating of the landscape. It certainly looks like it could do with a bit of… tidying up”.

In a flicker of a moment, the Draconequus had clad himself in a Prench Maids’ outfit, and with a swipe of a feather duster trees…

...Stayed exactly the same.

Discord blinked slowly, one eye after the other, and raised an eyebrow, raised it so far, in fact, it lifted off past his head and somewhere past his rams’ horn.

“Well, that can’t be right”. Snapping the fingers of his eagles’ talon, he glared intently at a rock outcrop. On a whim he’d pictured a delightfully disrespectful and lewd statue of Celestia, but the rock petulantly decided to remain a boring rock, of decidedly non-pony appearance and proportions. But this time, he noted something, a pull on his magic from deeper into the trees.

His senses, reaching and connected deeply with the magic of Equus and with Harmony itself, could feel the pull of something, from deep within that shadowy, dark place. The Draconequus blinked closer, teleporting at a whim-

-As he reappeared, it was like a blade being driven into his side, and something being pulled out. Startled, Discord staggered. Pain was not a sensation that he was accustomed to, nor fond of, but it ached in his body like what he imagined an illness must be. It threw unpleasant memories back to when Tirek had drained his magic, and more recently when he and his other members of the evil trio had torn his magic away from him with Grogar’s bell. In both instances, he had been left weak; this time felt similar, he could feel his power slowly draining away, like fatigue setting in, a deep weariness settling over his body.

Shaking his head and gathering his wits, the atavistic being drew the reins of his power tighter, shifting the strings of reality to suit him and tying his physical form together more strongly… or trying to. No matter what power he exerted and how much of it, he could feel more of him bleeding away, like mortal creatures’ blood spilt from their wounds. He reached out, needing to support himself on a tree, much to his own shock, and glanced around himself with panic.

Ahead, there was some kind of construction; ancient ruins crafted from stone. Finely carved, but millenia-worn into soft imitations of what they once were, they were strewn like so many of the towering bluffs around a scar in the earth itself, above which was the source of his pain, and of the tingle of his senses. As he looked at it, Discord felt the tingle blossom into a full-blown blare to his very essence. It was enough of a disturbance that it further ruined his concentration and focus, and his very link with the plane of this reality.

His body became fuzzy at the edges, colour warping and image dancing and splitting into things it was hard to pin a name on, let alone focus on. His shadow inverted and turned negative, his eyes flickered into pools of infernal fire and five-dimensional flickers of substance as he studied the… mishap in reality before him.

It was hard to describe - and he was the lord of Chaos. It was like a burn in camera film, an ashy nicotine-stained boil on the air in front of him. It was vaguely circular in shape, and looked almost like a sore, or a squeezed pustule, like some painful blemish on reality itself.

“Nurse,” he growled to himself, as he clad himself into a flickering and badly-realised surgeons gown that had almost soft or no texture and looked like a half-formed thought. “Prep the patient for surgery…”

Something was there! On the other side, something with so much power. What meager morsels that could be sucked through from the other side were like the sweetest of ambrosia, the sweetest nectar that could be imagined. They were bliss, and they promised more, more on the other side, more life, more energy, more sensation, more strength, more!
More
More
More
More
More
More
MOREMOREMOREMOREMOREMOREMOREMOREMORE-

The chorus screamed it’s song of rage and hunger; the morsels of power they had gathered giving them enough strength to do what was needed, what they had hungered for so long. The crack they had prised open, widened with pedantic, endless effort was forced rudely wider, torn into a prolapsed, bleeding gash in the fabric of the world. Ragged, rough and broken, the wound in reality spilt over into other worlds, other existences.

This didn’t concern them, they surged forward, ignorant of all else except the presence before them, the burning light of energy/food/life that existed in that bright world, full of sensation and reality, a beacon compared to this absence of reality.

They gathered themselves, feeling the beginning, familiar sensation of form taking hold once more as they surged toward the gap, blasting it wide as they charged through. Anything and everything that stood in their way had no choice: it was going with them, no matter where it came from.

Demi-beasts, nowhere children and half-thought maybes and could-have-beens that twinkled like likes on the edge of consciousness or half-seen on the edge of a dream or nightmare were swept along with the charge from nothingness into reality, their essence further folded into the mass of hunger, consumed to fuel the charge. Among them, on the border of one pocket world, another took note, feeling the twinges of hunger as a familiar pang, and much stronger; the emotions of rage, of jealousy and hatred and fury. And of darkness, all-pervading, all fulfilling and consuming darkness. Willingly, he submitted himself to the masses, feeling their familiar presence submerge around him, becoming one with him as he blasted onward, released from his prison.

Discord staggered back, his costume evaporating into abstract strands of light and mana, words lost to him as the pull from beyond the rupture in reality and his thoughts slipping away. The rupture opened to a hole, then a gaping maw, tens of feet wide. The other side was a void, a mind-number, soul-sapping absence of anything; not the blackness of space, not glaring white, just crushing, infinite nothing-

And then it was full of blackness, all endless eyes and teeth and indeterminate shapes. Like the form of many things as one, surging forward in a thunderous pillar that engulfed his body.

Discord asserted his control on reality; he was the Lord of Chaos, nothing would stand against him. And he was a guardian and protector of Equestria. Whatever this new threat was, it would not faze him.

He snapped the lion’s paw that formed his right hand, pulling on his magic with… effort. He thrust the shock deep inside him and maintained his normal air of amused detachment, despite the all-pervading ache that was now gnawing in whole at him with pain.

The swirling blackness that had consumed him and roared through the air around him was drawn in a swirling mass into a sphere at the centre of his palm, no bigger than an eight-ball.

“Now then,” he announced smartly. “We’ll have no more from you, you little-” He grunted and made a noise of annoyance as he tried to close his paw around the sphere. Tried to squash it down, intending to flick it away, or into his muzzle, or over his shoulder. But it bulged and twisted, struggled against his grasp. It forced his paw open, growing larger and larger until he was forced to drop it and back away. The black mass grew, larger and larger and larger, becoming more like smoke or oil, splitting and subdividing as it grew, forming more distinct forms; becoming more like… creatures. Quadrupedal, but with jagged, harsh edges; darkly chitinous and armoured with smouldering multiple eyes and jagged mandibular maws. He was chaos incarnate, and they were creatures that even to him, looked chaotic and disordered.

His eye was drawn back to the figure that formed directly in front of him, growing into a large, powerful bulk. It was pony-like in shape, but more massive than even a yak in stature with a wreathing mantle of smoke-like substance that curled up into massive powerful wings, and a razor-pointed horn. The angular muzzle split into a fanged maw, and a pair of luminous, glaring yellow eyes narrowed down at him.

“The Lord of Chaos,” its’ voice said in a tone that slipped with thick, silky depth and dismissive bravado. “How… delicious,” the gigantic, shadowy pony intoned. “What a feast for my friends and I… and how fitting that one responsible for chaos should bring it to this world”.

“Oh please,” the Draconequus said, rolling his eyes and folding both arms. It felt strange to not literally roll his eyes away for once, but he could feel his magic dwindling, despite the shield he’d managed to erect a barrier between himself and whatever it was pulling on his magic; though even that was rapidly being drained away, along with the ache that, if he had them, would be in the depths of his bones. “Make all the threats you like, I’ve heard them all before, and from much more original tyrants than whoever you are. And I’ll have you know, all that chaos you find so delicious is hard to control. The last few who tried, well… they had some complications. I have no doubt you’ll find my power no more controllable, mister… smoky pony or whoever you are”

“The Pony of Shadows,” the towering figure corrected with a low rumble, leaning closer to Discord and narrowing his eyes in amusement. “And I think you are sorely mistaken, Discord. Because you see, my friends here-” the Pony of Shadows gestures with one forehoof in a sweeping gesture, indicating the mass of creatures that had surrounded Discord, their smouldering embers of eyes all locked on the Draconequus.

“They - or I - don’t want to control your power, Discord. Nor even to use it… just to consume it. It’s a process already started. You can feel it, I know; the ache deep inside you. The growing weakness sweeping over you, leaching out your energy, your ability to move, every feeling you have, draining slowly away, and your power… fading away… into nothing…”
Discord found himself eye to eye with the Pony of Shadows, the bright, blank yellow eyes inches from his face. There was no breath to smell, and the creature was, up close, as lacking in depth and detail as it had been from further away, seemingly a mass of inky blackness and nothing more. He looked around himself; on every side were more of the creatures. Orange, ember-like eyes faintly smouldering orange-red. Bodies a dull, smooth black mass with vaguely hexagonal patterns to their surface, jagged edges, and all-consuming shadows with no brightness. They surrounded him on every side, the faint glow of their eyes the only light.

“You won’t win, you know”. Discord said quietly. “This world has heroes, and they’ll stop you, just like they stopped every other would-be tyrant and small-minded villain who’s ever come before you. I should know, I used to be one of them. And I’ve seen them do things you couldn’t imagine.”

The Pony of Shadows laughed, a deep, mocking, full-bodied laugh and his eyes glowed brighter. Around him the things, hollow as they were of any life, any emotion, any reaction. Just hollow, all the way through, opened their mouths and Discord felt that pull tear him in every direction, his essence unravelling as every thread of the chaos magic that formed his being being unpicked and consumed, taken and pulled away to the numerous, endless number of creatures around him. Every bit of him being taken was less of him that remained, his thoughts, feelings, emotions and powers being torn asunder in agonising pieces.

A pang of fear and anguish rolled through the remnants of what he knew as himself as he felt his being slowly being flayed apart by endless mouths, his power being consumed and fed to the creatures around him, feeding their strength, building their power, ability, presence and influence in the world, pulling more of their number through from the portal to wherever it was.

The creatures would keep coming, he realised; they would flood through, consuming magic from everything, growing stronger and stronger with all they consumed, magic used against them only feeding them further and increasing their strength.

And he had given them the foothold they needed.

Oh Fluttershy, he thought sadly, as he summoned up the last ergs of his power, struggling to form his thoughts into power and use it. I’ve done it again, I’ve put you and your friends, and all of Equestria in danger, because of my own selfish ego. I only hope this time I can warn you all.
In a blinding flare of magic, he blasted out a last effort. A tiny, clockwork Rainbow Dash blasted into the air in a blinding plume of rainbow fireworks, arcing up into the skies at absurdly fast speed, heading towards the stratosphere in an arc that would take it Canterlot.

He raised the last vestiges of his form, the goat-like face and yellow eyes rising to meet the jeering face of the Pony of Shadows looming over him. Discords’ muzzle split into a smile.

It was a sad smile. A proud smile.

And then he was gone.

The Pony of Shadows let out an earth shattering roar of triumph, feeling new power course through his form. He felt his body grow with power and energy, tearing through him like fire. It felt like he could do anything. Stygian had given him power, a link to this world. But this, this consumption of magic and power whole, to improve and increase his powers, it was like a shot of godhood.

He gazed at the army arrayed around him; their bodies had grown and shaped further too. Taking on greater and more powerful forms, their smooth shell-like bodies growing larger, more defined, more armoured and powerful. Appendages and accessories hung from them, machines or devices that in his head now had names and purposes, words and thoughts swam in his head, confusing and overlapping. Memories and thoughts collided, crossing over with what he remembered and what he knew, It was all too much to comprehend at this point. But he knew one thing; the things around him, had only one thought, only one drive. There was no mind like his behind it. Nothing but the overwhelming burn of two things, an incandescent rage against all that lived around them, a rage that could only be quelled by taking what was needed from things that lived around them, that ran and scampered away from the wrongness they felt in the depth of their souls from the horde that poured through the rupture in reality, the Well of Darkness that had held him prisoner for so long, that had now become a conduit to the Absolute Zero of limbo.
That thing that drove them was hunger. Hunger for magic. Hunger for the energy of life itself. It filled the darkness inside them, the emptiness that drove them, and made their bodies more real, made their hold on this world more real and more total, allowed them to shape it to their whims.
The thrill of it surged through him, and he spread his inky-black wings wide, their ethereal feathers stark against the greying skies and shadowed mountains around him.

“Go forth!” He roared. “Go forth and raze this world of everything you find, tear it all to the ground and feed on all you find, take all you need, and feed, my Hollow Things!”

With an unearthly chorus, they threw their heads back, opening segmented maws wide and in a symphony of bellowing, distorted roars, shook the earth with the cry of their hunger.

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.

Messages

Ever since he and Twilight had moved back to Canterlot and into the Royal Palace, Spike had taken it upon himself to walk in the gardens, or at least outside, once a day. Partly it was because he enjoyed being outside, and because he knew that Twilight had been gently pushing him to make sure he got some exercise by going outside regularly, instead of tending to his duties as her advisor, or just sitting and reading comic books in his room.

Partly it was because he could use the side gardeners door from the palace gardens to get out of the palace, and sneak around to Donut Joes’ shop easily.

On this occasion, he’d made his way outdoors mid morning. The sun was bright on his scales, and it sent a warming glow through his body. Like Twilight, he’d developed physically in the last few years. He’d gotten taller, with longer arms and lost a lot of his more childish aspects. He’d caught up to Smoulder and Ember in height - at last - and he felt less like a child physically, having lost his somewhat… pudgy younger appearance at last.

He felt good at that moment, and with a smile, paused a moment to turn his face upwards, letting the sun bathe his face, after waving to leafy-green, head of the palace gardeners, who waved back cheerfully.

As the juvenile dragon opened his eyes after looking upwards, he squinted. Something caught his eye; a black speck, moving closer and growing larger. It was kind of familiar, but small. Was it a bird? It had wings, but didn’t fit the bird shape. It looked more like a pegasus, but it was quite small.

Straining his eyes, Spike looked harder, putting one hand to his brows to try and shield them from the glare-

With a tinny mechanical screech that grew in volume, the tiny shape grew larger in seconds. The dragon barely had a chance to even see it before it plummeted out of the sky and impacted squarely into his face with enough force to cartwheel him backward in the air, and face-plant into the ground.

Groaning with a muzzle full of dirt, Spike winced and pressed both claws to his face, feeling a distinct lump growing between his eyes where… whatever it was had hit him.

As he blinked blearily and tried to resolve the double-vision dancing in front of his eyes, he became aware that something was standing on his head, and was jabbering away in a tiny, metallic voice.

“What?” he said after a moment, and the voice stopped, before starting again.

*Squeak squeak* “I am the fastest pegasus alive, I am a Wonderbolt, and I have a message for Princess Twilight Sparkle. My name is Rainbow Dash, and I am the best flier in Equestria. I am the most brave and loyal of all ponies! I have a message for Princess Twilight Sparkle! I can clear this sky in ten seconds flat! I am totally the most cool and awesome pony. I am also incredibly humble. I have a message for Twilight Sparkle!-

“Argh,” muttered Spike, reaching to grab the thing and look at it, but with the same mechanical squeak of metal, it whirred into the air on little clockwork pegasus wings and circled around his head, repeating jabbering words, and that it had a message for Twilight.

“A message for Twilight, well. Guess if it shuts you up, we’d better go and see her, right? Come on, you weird little thing”.

The weird little thing, he saw as it did what looked like an aerial somersault of joy in front of his eyes, was a little tinplate clockwork toy of Rainbow Dash. As far as he was aware, despite their being plenty of Wonderbolts merchandise, clockwork replicas of his friend hadn’t been among them, and certainly not ones that could both fly, and take messages for people. Groaning as the clockwork messenger jabbered on, he started back in the direction of the castle and the throne room.

“Spike?” Twilight called out as he entered the throne room through the main doors, the little toy buzzing around his head. “What’s that you have?”

“I don’t know, Twilight,” he said as he walked up the main carpet. “I kind of… bumped into it, you could say”. He rubbed the bruise between his eyes for emphasis, and Twilight winced in sympathy. Standing, she flew down the few steps to the floor of the room and moved closer with curiosity. The mechanical whirring of the little automatons’ wings was much more audible in the indoor quiet of the throne room with only the gentle trickle of the water in the ornamental pools as a background noise, along with the clopping of her shod hooves softened by the thick red carpet.

As soon as she came close, her ears twitched as she heard the little device chattering to itself again.

*Squeak squeak* “I am the number one Wonderbolt, and the most brave of all the Elements of Harmony. I appear on the most Hasbro merchandise! I have a message for Twilight Sparkle! I love Daring Do novels, and I am Daring Do’s biggest fan. I have a message for Twilight Sparkle! I am the biggest Buckball fan, and I have a huge crush on Appleja-”

“All right, that’s enough of that,” Twilight said firmly, and grabbed the little tin pegasus in her magic. “I’m here, what’s your message?”

The toy-like device made a few more mechanical squeaks and grinding noises, before it went limp. For a moment, Twilight worried she’d broken it, before another more familiar voice filled the air.

“Hello Twilight”

“Discord?” Spike said in surprise, sharing a look with Twilight, both of them listening as it continued.

“I used the last of my power to send you this message. I thought the messenger would… get your attention, well enough. I’m sorry, Twilight, but… I messed up again. I put Fluttershy, and all of you in danger, because I let my curiosity and my arrogance get the better of me.

Something ancient, and incredibly dangerous has come to Equestria. Something so old that even I’m not sure I know what it is. But it’s hungry, Twilight. Hungry for magic, and hungry for life. It’s taking mine, because I tried to stop it without thinking. I just charged right in.

Please… don’t tell Fluttershy that I put you all in danger. Because it’s draining me, taking my power and my magic to make itself bigger, and stronger. And… it is legion, Twilight. There are thousands of these creatures, and they’re getting bigger, joining together, forming more powerful things. They’ll be coming for you, and all I can do is warn you. Warn all of you. They came through a hole in the world; somewhere far to the north. A dark, forgotten place in Equestria.

I know you’ll worry, I know you’ll panic. You always do; You wouldn’t be you if you didn’t.

But I know you’ll also do what you always do too.

You’ll get your friends together, and you’ll win.”
His voice wasn’t like either of them had ever heard it, bar a scant few occasions. It had none of it’s usual arrogance, it’s usual smirking humour. It was calm, serious, and on the level. It was full of respect. Of love.

And with each sentence it had grown fainter, weaker, and more strained. Almost a whisper now, Twilight had found her forehooves clutching the little mechanical doll and shaking as she listened to the rasp coming from it, and Spike had stepped closer still, so that both of them were near face to face, looking down with a mix of fear and shock as the voice came out of it.

“I’m sorry I let you down again, Twilight. Let all of you down again. I only ever wanted to help, you know. To make up for all the things-

“All the things I regret. Tell them I’m sorry, Twilight. I... have to go now”.

The silence that filled the throne room was haunting. It broke only as Twilight collapsed back onto her haunches, looking with confusion and fear at the tinplate device in her hooves.

Spike finally spoke in a tiny voice.

“What… should we do, Twilight?”

She looked at her oldest friend and shook her head slowly.

“I… don’t know, Spike”.

Bitsburgh wasn’t a big town, by Equestrian standards. It was much the same as Ponyville; a settlement that had grown from a few farming families of earth ponies near water, and had naturally gotten bigger as Equestria itself had become more peaceful, but never to the same kind of dizzying size as somewhere like Fillydelphia, Manehattan or Canterlot. It was big enough for its residents to feel comfortably rural and rustic, and simple in their lives.

The little town only numbered a few dozen buildings at the best. The mix of thatch-roofed and shingled white-washed buildings of the town proper nestled alongside the shores of the wide and vast Haunch Lake, neat patchworks of farming fields stretching around the little town, dotted with farmhouses and barns.

As early evening settled. Whole Grain and his wife Barley Corn rested on the porch of their farmhouse, looking out over the rural tranquility of the landscape. They’d had a productive day; Barley Corn had prepared, along with the help of their three children, sacks of harvested crops for market next week. The farm looked like it’d have another productive season. Whole Grain himself had worked the fields, and had managed to finish preparing the earth for planting for the new crop. Pleased with himself and all of the family for work well done, he’d promised them a weekend free of work - bar the barest of bare essentials - and instead a trip to the lake had been planned, and a rewarding, luxurious meal had been eaten by all.

Now the children were in bed, and he sat in relaxed silence with his wife, their forehooves loosely draped and linked between their chairs, while he nestled a mug of cider in his opposite hoof, relishing the warmth it left glowing through his body.

“Whole Grain,” his wife said in a soft, warm voice, and it sent a ripple of excitement up his back. That tone of voice, warm and inviting, yet low and purring, was one he’d heard a few times before. And three of those times were why they had children tucked up in bed upstairs.

“Yes, my love?” he said back with a warm smile that turned into a grin, as he turned to see his wife giving him a look that smouldered with love and excitement; all blushing cheek and low-lidded eyes above a sultry grinning smile.

“Why don’t we, hm, celebrate our good day indoors? And besides,” she shivered a little; the air had taken on a cold nip to it. “I’m a little cold, I could use some warming up”.

The warmth in his veins from the cider was joined by warmth of another kind as the mare spoke huskily and ran one hoof over his own. A blush rose to his face and he took another drink, before standing on his hooves and looking back out over the fields one last time as he prepared to go into the farmhouse.

He paused, ears twitching and frowned. Something wasn’t… right.

“What is it, darling?” Barley said quietly as she slid out of the chair onto her hooves and alongside him, leaning against him affectionately. He subconsciously did the same, feeling her reassuring weight against his own.

“I don’t know,” he said back in his own rough, weathered tones. “I looked out and something just doesn’t seem… right out there”.

They both stood in the silence as the dusk closed over them, the creaking of the nearby wind-pump and the gentle rattle of the porches’ old screen door their only accompaniment. Then it hit him what was wrong, but Barley beat him to it speaking up, her voice a hushed, small murmur.

“Why aren’t the birds singing?”

His ears lay back, and he set the cider mug down on the porch railing, and trotted a few steps forward, down off of the raised wooden porch and onto the earth of the farmyard, peering into the dim light across the last waving strands of corn and cotton waiting to be reaped. Beyond was the edge of the woods that marked the end of their property. He was sure that in the shadows under the trees, among the bushes, something caught his eye; was it some animal, moving? A year ago, last fall, their neighbour Green Fields had had some trouble with a manticore coming out of the woods and eating his cows and sheep. Could it be something like that, some wild creature?

He moved a few more steps closer to the edge of the crops, stepping into the field itself to get a better view, the calls of his wife going unheeded as furrowed his brows, getting a better look and his curiosity rising. There was definitely something moving there.

He walked halfway along the edge of the field of corn, stopping as he got a better view, at last. Okay, so there were the trees; elm, oak, and the rest. There were the bushes that he always saw, rhododendrons, juniper and the rest, so…

The shadows moved and flowed, and then one of them detached, rising above and moving out from the tree line. A patch of darker blackness, angular and smooth. It looked at him with eyes like smouldering embers in the grate. It opened a segmented, multi-partite muzzle and let out a howling screech, and others joined. Then it moved, flowing with impossible grace, eating up ground as it closed on him. He could feel the cold radiating from it, feeling it sapping his strength, even as he turned and galloped toward the house, bellowing to the screaming form of his wife to go inside and barricade the doors.

Then the blackness overtook him, and he felt nothing else, saw nothing else, and heard nothing else.

Luna awoke with a scream, hooves, legs and wings tangled in the silky-soft covers of her bed as she struggled to throw them free of her panic-ridden body.

Despite being retired from the ruling day-to-day of Equestria along with her sister, Luna was, regardless of her title and position, still very much the Princess of the Night; it was her being not her role, and walking through the dreams of her subjects was still part of that.

So, it was rare that anything roused her to the point of nightmares of her own. But what she had experienced in her latest bout of dream-walking.

She shuddered again, curling in on herself, wings wrapped tightly about her and all four legs curled in close for security. It had felt like the pony whose terrors had summoned was being consumed, entire, while they yet still lived. Like their very substance and being, the less-corporeal sum of their life itself, the unalienable magic that made ponies what they were, was being systematically portioned out and devoured while they felt every surgical bite, every delicate slice taken off of their soul, like some obscene surgical procedure, or a meal of fine dining where every slice was delicately cut for the choicest of diners-

The midnight blue alicorn rolled onto her side and threw up over the side of her comfortable yet simple bed, onto the varnished wood of her bedroom floor.

The door flew open with a crash, filled by the normally graceful and beautiful, but currently unkempt and startled form of her older sister. Her pastel mane was askew, kept up by a hair bobble as she slept, but her rose eyes were full of shock and alarm, white fur clad in a tatty night-time T-shirt.

“Sister!” she called out in a frightened voice. “I heard your screams; they woke me from a dream,” she looked to her younger sisters’ sea-green eyes for confirmation, and the smaller, darker alicorn nodded mutely, regretfully. Celestia bared her fine white teeth in an anguished expression and stomped a forehoof against the floor as she whinnied, hanging her head and shaking it.

“It-it can’t be real,” she said, as she looked back to Luna with pleading eyes. “Surely it can’t, Lulu. Not something like that”.

Luna shimmied herself out of bed, delicately avoiding her mess on the floor, before she lit the spire of her horn with magic and disapparated the vomit, cleaning the air as she did. She kept her back to her sister as she spoke, but could feel and hear her hoofsteps as she moved into the room.

“You know it has to be, Celly. Because when else do we ever share our dreams, but when it’s something that affects either one of us so badly that it has to be something that’s real, or going to be”.

She looked back over her shoulder at the elder alicorn, her beautifully elegant white face twisted into a mask of fear and anguish; not, she knew, for Celestia herself, nor even for her. But for the goddess-forsaken ponies that had been subjected to such vileness.

“If it’s real then,” Celestia said, straightening her posture slowly and her voice taking on it more familiar firm, convicted tones, “then it stands that we should do what we must to put a stop to it. After all, we are citizens of Equestria, and we must do our part to help our fellow ponies”

Luna gave the slightest smile at her older sister, briefly moving to her for a hug, both of pride at her sibling, and for reassurance for the lingering dread she still felt. It surprised her little when her big sister leant down, wrapping her neck and muzzle in Luna’s own and draping one wing across her back. She felt her tremble slightly in synch, and a whisper-soft nicker ecape her lips, before they straightened back up.

“Twilight and her friends will need our help with this, Celestia,” Luna said firmly. “And even if she thinks she doesn’t, I’ll be bucked sideways if I’m going to sit here and do nothing while ponies have these dreams of whatever is happening to them”.

“Quite so, Luna.” Celestia agreed with a nod. “I’ll send her a letter, then we’ll prepare and pack our things - I don’t think either of us will be sleeping again tonight, after all”.

The next day, Twilight had done the one thing that always helped her find direction when things looked like they were going wrong: got her friends together to talk about it.

Now, they sat around a table in one of Canterlot Castles’ many conference chambers. This one, Twilight had declared was theirs specifically. When she’d made it a royal decree that she and her friends would be the Council of Friendship to help rule Equestria, she’d made sure they’d have somewhere to rule from. Now, the seven of them, six ponies and one dragon, sat around the table, the now inanimate tin clockwork version of Rainbow Dash in the middle of the table like evidence of an argument.

“...It is a pretty cool version of me,” Rainbow Dash said in an amused voice, reaching out with one hoof to poke the inanimate metal toy, that simply slid forward on its’ front hooves to lie flat on the table. “And you said it talked and everything?”

“Constantly,” replied Spike. “And it wasn’t as good as flying as you are, that’s for sure,” he said with a grumble as he rubbed the bruise between his eyes again. The cyan blue pegasus hid her muzzle behind one hoof and coughed to cover up a laugh.

“A good replica it may be, darling,” Rarity said clearly, her fine tone carrying across the conversation. “But it does seem very much like something Discord would do. All of us know what his sense of humour is like, and the kind of things he does as pranks. This is very much his style. But if it’s a joke, then why the message? Even he knows better than to make a joke like that”.

Applejack nodded in agreement with Rarity, tipping her hat to the cream-white unicorn. “Ah gotta agree with Rarity. As much as Discord ain’t ever really rubbed me th’ right way - sorry Fluttershy - even I know he’s changed a whole lot since we first met him, and he’s come through fer us all enough times to boot. An’ like she said, even he wouldn’t have sent a message like that if he weren’t in real trouble an’ all. Ah reckon there’s gotta be something to it. Only problem is, where’s he at?”

“I’ve been thinking about that,” Twilight said, looking around at the face of her friends. All of them being here had finally calmed her down enough to do some thinking. “He mentioned a place with a lot of dark magic, somewhere old and forgotten - and I got to thinking, what places do we know that are like that?”

“The Everfree forest?” Fluttershy piped up quietly. “There’s all sorts of dangerous things there”.

“The Castle of the Two Sisters was always a very eerie place,” Rarity added. “And that’s in the heart of the Everfree”.

“Yeah, but Celestia and Luna lived there, and they’re like, totally the opposite of Dark Magic!” Rainbow answered, spreading her hooves wide and putting a note of incredulity into her still-raspy voice.

“Rainbow is right,” Twilight replied. “But there is another place-”

“Oh, I know!” Pinkie piped up, waving her hoof frantically. “If it’s somewhere dark, full of bad things, and that every creature wants to forget about, surely it’s the central tax office in the middle of Manehattan!”

Twilight laughed, as did the rest of them despite the gravity of it, but the purple alicorn shook her head. Instead, she gracefully slid out of her seat and used her magic to unroll a map of equestria hung on one wall, apparating a pointing stick into her telekinesis as she did so.

“No Pinkie, I think that’s a dark magic that even we have no chance against. Instead, I thought of one place we know was full of dark magic, and that Equestria had always forgotten about - other than a few of us who still live here.

Levitating the pointer to the map, she tapped a location in the far North-East, depicted on the map as a ramshackle array of buildings in the middle of a thick forest surrounded by crags.

“Hollow Shades,” Rarity said with surprise. “My goodness, that does quite fit the bill. But do you really think anypony would go there after all this time? Or that anything could be happening there. After all, between us and the pillars, we fairly much dealt with the place”.

“Yeah, Twi. I mean, sure, the place was spooky and all, but no worse than anywhere Daring Do’s been to, or some of the other places any of us have ever dealt with.”

“I don’t know, Rainbow Dash,” Fluttershy said with a grimace, curling her wings around herself. “I mean, there was the Pony of Shadows there. Twilight did rescue Stygian, but he still got away. I mean, we put him into limbo but he wasn’t-” she squeaked out the next word “-dead, after all. O-or frozen in stone, or locked up in Tartarus”.

“Y’all don’t really think it could be him, do ya?” Applejack asked, warily as she looked at the faces of her friends. “I mean, after all these years… it just don’t sound that likely. Why now of all times, what changed so that monster could come back? Especially since Stygian’s alive and-”

The Earth Pony mare was cut off as Spike made a gurgling, choking sound. He threw his head back and gave an enormously loud belch, a gout of magical green dragonflame accompanying it as a carefully tied scroll emerged in the midst of the flames gently tumbling through the air in Twilight’s direction.

“Ugh,” Spike said with a wince and patting his belly. “It’s been a while since that’s happened; I’d forgotten how weird it feels”.

“I’d forgotten how weird it is that Twilight used to get all of her mail from Princess Celestia by you throwing it up,” Pinkie remarked, hopping over the table and yanking Spikes jaws apart to examine the inside of his mouth. “Just as well she never put the wrong address in with the mail mare. Imagine if she got some furniture sent to Twilight by mistake…”

“It is from Celestia,” Twilight said as her lilac eyes scanned the flowing horn-written script on the page, as familiar to her as her own writing. “She and Princess Luna have news too, and they’re on their way here. They should arrive this evening”.

“So what should we do, Twi?” Rainbow Dash said, hovering into the air from her seat with a few flaps of her wings. “Wait for them to get here, or go and investigate Hollow Shades?”

Twilight looked at the map in thought, before rapping it firmly at Hollow Shadows with the wooden pointer.

“We’ll wait,” she said firmly. “Rushing in won’t help anyone. If we have the Prin- er, Celestia and Luna with us, hearing what they know will give us more time to prepare properly, and make our move, rather than getting ourselves captured or in trouble.”

“But what about Discord?” Fluttershy blurted out, tears in her eyes. “He could be all alone there, and suffering! What if we wait too long-”

“He’ll be fine, darling,” Rarity said soothingly. “And it wouldn’t do him any good if we rush in and get ourselves in the same mess he’s wrapped himself up in. This way, we’ll be better prepared to save him, and ourselves”.

Twilight turned away and grimaced, hiding her face and screwing her eyes closed as she heard Rarity’s words to the yellow pegasi, and gave a silent thought of thanks that she was saying them, rather than trying to get them out of her own mouth.

When she opened her eyes and looked up, Applejack was staring right at her, with a cool expression on her face. Flushed and ruffling her wings, Twilight turned back to the others. Pinkie peered at her curiously, big blue eyes blinking slowly and her poofy cotton-candy mane bouncing as she leaned impossibly close across the width of the round table.

“Heeeey, Twilight, are you okay? You look a little… out of it”

Twilight smiled at the pink earth pony and shook her head. “I’m fine, Pinkie. Just a little tired from all this news. It’s a lot more than I expected over the last couple of days.”

“All the more reason we oughta get some rest,” Applejack said firmly, folding her hooves in front of her. “Ain’t gonna hope no pony if we run in there half-cocked, like Twi says. An’ besides, we ain’t got any reasons to suspect anything else serious is threatening any creature just yet. What’s the worst that could happen anyhow. Ain’t nothing we ain’t managed to beat before”

Bitsburgh was long behind them. It had been a feast for their hunger, filling the Hollow Things with energy and sustenance. The drained mana of ponies had given them greater form and power. Now, their ranks stood firm and strong; different strains of their horde ranging from pony-sized individuals, up to towering Hellions that stood taller than the biggest barns they’d razed to the ground, and numerous things in between. Soaring Vogels split the air in whisper-quick flight, all swept, sleek angles and gleaming-sharp edges. As they’d grown, so too had he, integrated ever-more wholly with his far-far-far-removed kin. Their bodies flickered intermittently with red hex-patterns of energy and power, the low hum of their power coursing as they moved. So too, his smoke-like form had become more defined, more encased by armour-like panels of the same smooth material that was neither metal nor flesh, and pulsed with the same intermittent hexagons that repeated all throughout their ranks. His eyes had also taken on that same smouldering orange ember-like quality.

Now, drawn by their senses and the signs on roads they had swept down, the vast horde surged through the Equestrian countryside. They had divided, one group returning to their foothold into this world, to begin fortifying it and preparing it to bring more of their fellows through. The rest, headed by him, had moved onward in search of the one thing that never stopped driving them. The need, ever-burning, for more.

The land fell away ahead of them, a rolling set of hills where the forest they’d travelled through from Hollow Shades West to Bitsburgh and then East, thinned away at last.

In the bowl of a wide cove was something much greater than a small farming community. A city, with high-rising buildings, built of stone, glass, metal and brick. Billboards, lighting and signs thrust into the air, lined all along the chic developments of the suburbs, and topping many of the tallest buildings.

The city virtually reeked of mana from the thousands of creatures that no doubt called it home. Spreading his wings, the Pony of Shadows bellowed with unrestrained thrill, and took to the skies. Around him, the skies buzzed and roared with black shapes, and the tide burst from the trees, crashing down the slopes toward the woefully unprepared city.

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.

Lessons

Bells rang as an alarm throughout the streets of the city, an underlying backdrop to the constant din of screaming voices, crashing destruction, and low rumbling explosions. The smell of burning hung in the air with thick, black smoke as ponies ran or flew away from the commotion as it roiled and rolled through the city of Fillydelphia. With a grinding, groaning screech, one of skyscrapers, already tilting and leaning against an adjacent building, collapsed into the street, a billowing cloud of grey dirt, smoke, and dust roaring outward, scattering ponies in its’ wake.

Hooves drummed against the asphalt of the paved streets as the towns’ resident garrison of guardsponies were called up into action. The assault had taken them completely by surprise, the tide of creatures breaking over the city like a living tidal wave, laying waste to anything that tried to stand in its way, hunting down ponies wherever they stood, fled, or hid.

"Form ranks!” The guard captain bellowed. The guardsponies clad in their armour, pulled out of storage as they had reported in from their civilian lives in chaos, looked nervous and uncertain, grim expressions on their faces.

"Unicorns, ready your spells. Pegasi, stand ready. Earth ponies, ready your spears!”

The ponies in question formed units; spellcasters readied battle-spells and shields in order, while Pegasi took to the air, prepared with crossbows. Phalanx squares of earth ponies levelled their spears and hardened their expressions.

The Hollow Things charged through the buildings. They leapt, scurried and bounded from ruin to ruin, swarming over surfaces. Their hunting cries were eerie, warbling, distorted screeches and wails, bursts of white-noise static mixed in with high-speed clicks and buzzes. Clawed feet of some kind of gleaming alloy skidded on pavement, sending up sparks, and their smooth carapaces gleamed under the early-morning sun, dull grey and black, broken only by a shimmer of hexagonally-patterned red webbing. Eyes like embers looked to the ranks of ponies, their expressions fearfully blank and empty.

The Royal Guard were well-trained, this was true. But for the majority, those who formed the rank-and-file when need came, they were mostly militia, mostly volunteer forces. And above all, they were Equestrian Ponies. Peace was their way of life, and the pursuit of friendship and harmony, not of fighting and battle. Which was why they stood to, and the commander called out in a magically amplified voice.

“This is you last chance! Surrender now, and we will be lenient. We will discuss terms and negotiate, just tell us what it is you want”.

Silence ruled the air for a moment, broken only by buzzes, clicks and chirps between the array of slowly shifting monsters, their sounds as distorted, eerie and mechanical as their appearance. Finally, one of the larger ones, one of a few of the cart-sized individuals among the masses, yet still smaller than the ones that towered barns, stepped forward, claws rasping on the asphalt. Without even opening its’ muzzle, it spoke in a voice that was all grinding, machine-like sounds. Masculine, but equally undercut or almost sounding like it was over-dubbed or dual-linked with a similarly distorted and warbling female voice simultaneously.

“All we want is you. We want your magic/essence/life force. There is… no negotiation. You must comply, or be destroyed”.

The larger being was lost as the crowd of creatures, numbering near-hundreds against the fifty ponies that had reported in looked like the last stand, rather than the first encounter.

“Stand ready!” the captain called out, in a voice that wavered. The ponies stomped armoured hooves and bellowed out with a neighing ‘HO!’

Heads tossed and ponies snorted. Horns lit with a glow of magic, while spearheads flashed to life with magic. Before the guards could do anything, the Hollow Things made their move. Their armoured bodies twisted and unfolded, panels sliding aside. Modules slid into place, and glowed with auras of shifting energy and light.

“Guardsponies, Att-”

Scything beams of energy lanced from the Hollow Things bodies. The largest creatures stalked on their spider-esque legs into view, rippling waves of concussion running along the carapace of their backs as they blasted projectiles into the air. Shadowfeather commander of the pegasus contingent followed the projectiles as they arced up, shouting to try and keep his ponies under control as they scattered, diving to help family, friends, co-workers and neighbours as they screamed or moaned in pain from the weapons fire cutting through them. But his eyes stayed skyward as the projectiles reached their parabola. With a dull thump, the single shapes split into many, a droning whine growing as they dropped earthward; each a long, nail-like spear of matte-black alloy.

“Run!” he screamed down at the unicorns and earth ponies “RUN!”

The unicorns blasted beams at the oncoming Hollow Things, razor-straight lances of magical energy slashing through the air. And in the instant they made contact, they disapparated into nothing, the magic absorbed into shifting patterns of colour across the carapaces of the oncoming horde. The Earth pony units levelled their spears, rallying back into formation, and blasting a fusillade of mana bolts toward the approaching beasts, but it may have well been harsh language for the little it slowed them down. The unicorns projected shields, forming an interlocking wall of shimmering force. The Hollow Things crashed against the wall of force. The hexagonal grids of red glowed and their mandible jaws gnashed.

Splintering cracks formed across the wall of shields, as the unicorns poured more of their magic into the shields, as they felt it drain, being pulled away by the mass of Hollow Things, howling and shrieking at the defenders. The titans behind them gave creaking bellows and moans, smashing their feet into the ground. Bracing themselves, they tilted the modules alongside their bodies, angling them up slightly, before unleashing a barrage of firepower. Shadowfeather flew upward as the concussions of numerous explosions battered and hammered at him, the concussive waves buffeting him upward and scattering the rest of the pegasi in all directions, and obscuring the rest of the guardsponies under billowing clouds of thick black smoke laced with fiery orange flames and arcing webs of magical lightning.

Even as Shadowfeather struggled upward, he could feel the draw on his magic, sapping strength from his wings, forcing him to struggle against gravity and haul himself upward to regain lift, speed, and power, even as his comrades fell away below him, clawed out of the air as the smaller Hollow Things leapt from the architecture around them, were ensnared by Titans, or the airborne, sleek creatures plucked them out of the skies like birds of prey.

Horror and shock tore through him as he watched, sliding into a hover to look back, fighting with his underlying desire to run and his training to stand and fight. Titans volleyed fire into buildings and structures. Bestial creatures knifed through the streets, stalking down the fleeing ponies and… He was sure. He could see their magic being pulled from them in shimmering waves and patterns of energy and light, twisting through the air between the creatures and the ponies themselves. The bodies of the Equestrians twisted and convulsed into unnatural shapes, bodies bending into twisted shapes of agony as the light went out of their eyes, fading along with the colours of their coats and their cutie marks. Pegasi fell from the skies to tumble along the ground like discarded sacks of potatoes, limbs snapping and twisting. Unicorns staggered as shuddering wrecks of themselves as they struggled to run, or to fight, before they collapsed like puppets with cut strings, the light gone from their eyes and their horns.

Fighting wouldn’t help, but there was one thing he could do that was his duty. He could spread the word. Spreading his wings wide, he turned and flew south, towards the distant peaks of the Unicorn mountains, and Canterlot.

At least flying into the wind, it blew the tears from his eyes.

Twilight paced slowly down the length of the throne room. Her eyes roved across the stained glass windows, and her thoughts wandered with them. Each of the pieces of intricate glass artwork displayed a moment of triumph, either over a villain or for Equestria as a whole. And many of them showed her and her friends. Over the decades, they had shaped Equestria’s history and course through their triumphs and achievements, from their defeat of Nightmare Moon and the return of Princess Luna, all the way through to the defeat of Chrysalis, Tirek and Cosy Glow.

The alicorns’ thoughts were in a whirl; this was the first incident they’d faced since her ascension to the throne; although smaller things had happened. Border skirmishes and the occasional wild beast harassing a town or village, or the occasional friendship problem had come up; but there had been nothing on the scale of their previous trials. This issue - potential issue - with Discord, and what Celestia and Luna had reported as ‘a darkness sweeping through Equestria’, could this be some new villainous force?

The purple alicorns’ eyes moved across the figures rendered in the loving and ornate designs on the windows. It was, she thought, a testament to her experiences and a sign that she’d aged that she wasn’t panicking about the unknowns or writing a dozen, dozen checklists. Instead, her thoughts were quietly exploring possibilities and drawing on memories as she paced.

The pacing she couldn’t help; she was anxious, there were things she wanted to do, and that her friends wanted to do, but they all had to wait. And their impatience to act was infectious.

Her reverie was interrupted by the tall doors to the room swinging open on one side. Twilight turned as she heard light hoofsteps on the tiles of the throne room floor, and gave a small smile as she recognised the young filly; she would of course. Not only was the pretty young filly her niece, she was also her personal student of magic. Of course, being an alicorn, it was little surprised.

“Aunty? Is everything all right? I was waiting for you in the courtyard to start our lessons for today, and you didn’t turn up”

“Flurry Heart,” Twilight answered with a sheepish smile, bowing her head. “I’m so sorry; I got so preoccupied with all the things that have been happening over the last few days that I must have forgotten to send you a message to say that our lesson today is cancelled”.

The white-furred alicorn pouted sadly and poked at the tiled floor with one forehoof. “Awww… and I was excited for today. You were going to teach me about teleportation”.

“I know,” Twilight said, stepping closer to ruffle her young niece’s bouncy purple-and-blue mane. “But we’ll have to wait for now. I’ll try and schedule Moondancer to cover some lessons for you while I take care of things, and we’ll move onto advanced techniques when I get back from dealing with what’s come up”.

“That’s all right, Aunty Twilight, I like having lessons with Moondancer. Although, I’ll miss you being away, of course. And I do enjoy our lessons too”.

“Of course, Flurry,” Twilight answered with a grin, unfurling one wing to boop her on the nose with a feather. “And I enjoy our time together as well. Although, don’t forget to have Spike send your parents a letter soon. And make sure to include a hello from me to your mom, too”.

Their discussion was cut off as Rainbow Dash burst into the room, an alarmed expression on her face, Applejack and Pinkie close on her heels. “Twilight!” Applejack cried out as she skidded to a halt. “Ya gotta come quick, we got more news!”

“And it’s not good,” Rainbow said, stretching out both forehooves in a pleading gesture. “Whatever this dude saw, it messed him up pretty bad! He’s hurt all over, but he still asked for you, Twi!”

“Come on, I left him with three of my greatest feel-better-get-well-ouchie-gone cupcakes, but I don’t think they’re going to help him for long - he needs some way more serious help than even the best baking can manage”.

“Let’s go!” Twilight said sternly, nodding in the direction of the door.

“Twilight!” Flurry Heart called out, concern in her voice “What about me, let me help!”

The Princess of Magic paused a moment, before nodding firmly. “All right, Flurry Heart. But, do exactly what I tell you, all right?”

“Yes, Princess,” she replied, taking on a serious expression, and galloping along with the rest as they headed through the polished stone corridors of the palace and out into the morning sunlight.

“This way!” Rainbow called, pulling ahead and guiding them onto the East Lawn, where Rarity and Fluttershy, along with a pair of Royal Guards. Twilight drew to a halt and quickly surveyed the scene. Rarity had - with her ever-present fabulous generosity - produced a couch, and laid the object of everyone’s attention upon it. Twilight cast her eyes over the pony, ears flattening back in agitation as she looked him over. He was an athletically muscular pegasus stallion with a dusk-grey coat and a denim blue mane and tail, much of his features hidden by the armour her wore - or, at least, the remains of it.

“What happened to him?” Flurry Heart gasped from his side, eyes wide. Twilight shook her head in amazement and confusion as she looked him over. The normally immaculate golden-coloured bands of barding along his body were dented, split and twisted. The underlying padding and chainmail were ragged and torn, and he’d lost his helmet somewhere along the way. The wounds he had received were what really caught her attention though. Long, ragged burns, on his flanks and sides, the flesh around them cooked red and charred and smeared with ash from the burned-away hairs of his coat. Shrapnel wounds patterned his left shoulder, the red of his blood dried a dark crimson in his coat, and his sides heaving with short ragged breaths.

“All right,” Twilight said, and lit her horn, magic weaving through the air. “Rarity, can you use your magic to sew the wounds closed? Flurry Heart, you remember the spells I taught you for healing, use them on his haunches. Rainbow, fly into the city and to the hospital, fast as you can, and get a doctor here”.

“Got it!” the rainbow-maned pegasus said tersely, before taking off with a blast of air from her blurring wings, leaving a rainbow trail behind her. Beside Twilight, Rarity grimaced as she lifted a needle and thread into the air, while Flurry heart, looking more pale in the face than normal as her horn flared to life. A cloud of shimmering light grew at the tip of the spiralling cone jutting from her forehead, before it drifted over the form of the pegasus. It dissipated into a cloud of motes, sinking down through the air to rest atop his damaged body, sinking through his armour with no apparent resistance. He flinched briefly, breath catching and settling to become slightly more relaxed, a sigh slowly easing out of his muzzle as his muscles relaxed.

“Good work, Flurry,” Twilight murmured, though the tension in her voice was obvious. “Move onto the burns, but keep the sedation spell ready, he might need more once we’ve finished the treatment”.

“O-of course,” the younger alicorn replied, wings part unfurled with her agitation, and fighting down the panic she felt rising. Twilight couldn’t blame her; while the older alicorn knew the ins-and-outs of the basic levels of medical and first aid magic, her use of it in practice had been limited to minor day-to-day injuries; simple sprains and cuts, rather than the array of damage in front of her now. This was more like an accident victim, or the stories of battlefield triage she’d read about in old books. Twilight took a deep breath, performing the technique Cadance had taught her years ago, taking a deep breath in and holding it as she bought one forehoof to her chest, and then letting it out as she swept her leg outward slowly, and then went to work with her magic.

It was a few hours later, and the pegasus had been moved to the hospital. The aid that Twilight and the others had given had been critical, according to the Doctors at the hospital, and had stabilised the pegasus, whose name had turned out to be Shadowfeather. Records had been consulted, and he had been found.

Now, Twilight and her friends had assembled in the throne room, along with the former Princesses, who had bought the seven of them up to date with the information from Luna and Celestia’s dreams, and vice versa the message from Discord and the heavily wounded Shadowfeather was another piece of the puzzle.

“Did Shadowfeather say anything before he passed out?” Celestia asked, looking to the other ponies. “Anything that might help? I can’t imagine that this could have been any kind of coincidence, after all”.

“He said he was coming from Fillydelphia,” Rainbow Dash answered, looking up at the snow-white alicorn. “I met him up in the air; I could see how poorly he was flying and that he was wounded, and he held onto me and spoke as though it was the most important thing he’d ever said,” her forehooves moved subconsciously to where she’d scrubbed bloody hoofprints out of the fluff of her chest fur where he’d clutched onto her. “He told me that flying things, almost like machines with what they were made of, but like ponies or griffons too, had chased him as he’d run, trying to get the message to Canterlot about what was happening. They attacked him, but he managed to fend them off by flying through a nest of Quarray Eels. They hurt him pretty bad before that though, and the eels did a number on him too. It took all the rest he had to get here”.

“Fillydelphia,” Rarity said with a look to the others. “That’s not far from Hollow Shades at all… and that can’t be a coincidence, surely”.

“None of this sounds like a coincidence,” Luna said firmly, stamping one forehoof and shaking her head. “We must investigate, find out what has happened to Fillydelphia, and get word from any other settlements in the area. If some force is sweeping across Equestria, we need as much information as possible so we can act and fight back!”

“He didn’t get a chance to say much more,” Dash said shaking her head and taking on an annoyed frown. “But he must have seen something if he was trying to get the word out, right?”

“Of course,” Twilight said with a nod. “And it must have been important if he thought he had to come all this way to let us all know. Fluttershy,” she said, turning to the yellow pegasus. “Will you and Pinkie go to the hospital, and when Shadowfeather wakes up, listen to his account of what happened at Fillydelphia? It will be important that we have all the information”.

“Okie dokie, Twilight! And I’m sure he’ll want a friendly face there when he wakes up, too. And me and Fluttershy are the friendliest he could hope for!”

“I’m counting on it, Pinkie,” Twilight said with a grin to the bouncy earth pony, who gave an enthusiastic grin in reply, before bouncing away with Fluttershy giving a shy but confident smile and gently flapping away in Pinkies’ wake.

“Celestia, Luna - you have more knowledge and experience than almost anypony. Would you know of anything like this that might have happened before, or any kind of creature that could do this? And could you start researching into it in the library, and especially the Royal Archives?”

“Of course, Twilight,” Luna answered with a smile. “My sister and I are at your disposal,” Celestia added, leaning down to wrap Twilight in a fond hug, one that the smaller - though now, not as dramatically - alicorn gladly returned.

“Rarity, Applejack, Rainbow Dash, Spike - you all are coming with me. We’re going to go north to investigate. Whatever we find, we’ll send a message back to Celestia immediately so we can be prepared.”

“That all sounds great Twilight,” Applejack answered, getting to her hooves. “But, might ah make one small suggestion?” she tilted her hat back with one hoof, as Twilight nodded and bid her to continue, a curious expression on her face.

“Well, y’all made a great plan there. But normally, we go runnin’ into these things and have ta pick up the pieces afterward, gettin’ our friends and the like to help us when the chips are already down. Seems to me that we might be better gettin’ ahead of ourselves for once. Why not send the word out right now, have everypony - every creature - ready an’ waitin’ should things go sour?”

“Applejack’s right, dear,” Rarity added with a fond smile. “I hope as much as all of us that it does turn out to be something small and that we can deal with promptly and with as little mess as possible. But on the other hoof, it doesn’t hurt to be prepared, does it?”

Twilight hesitated, before giving a shrug of defeat and a bashful smile. “You’re right of course, girls. And that’s why I have you as my advisors and my friends. Rainbow, can you send word to the Wonderbolts, and get them to send the message out to everypony? Get the Guard mobilised, and also get word to our friends in Ponyville, and to the Pillars as well”.

“Done in a flick of a feather, Twi!”

“All right. You go ahead, and then meet us at Fillydelphia - the three of us will go ahead on the train.”

Rainbow gave a jaunty salute and blasted away in a polychrome haze. Applejack and Rarity nodded and smiled to Twilight, heading to gather their luggage for the trip, while Twilight turned to face the elder alicorns.

“While I’m gone, I’m leaving you both in charge. It’s not that I don’t think I’m coming back, I just need somepony-”

“It’s all right Twilight, I can speak for both of us when I say we understand,” Celestia replied. “Now isn’t the time for you to worry about that kind of thing - do what needs to be done. Ponies will listen to us if anything needs to be done right away, and we trust you to do your part too”.

“Good luck, Twilight,” Luna added, stepping forward to give her a brief, but warm hug. “Be careful; whatever is out there, from what I experienced in the dream realm, it is more dangerous than I can communicate in words. Be on your guard, and be prepared for danger and for battle.”

“I will, Luna. Thank you both!”

Twilight teleported away with a burst of light and sound, leaving the two sisters in the throne room. Celestia turned to look at the single throne that now occupied the dais at the rear of the great hall with a wry smile and a shake of her head.

“Here we are again, sister. Although, now it feels like we’re the ones out of place, despite the many years we spent here”.

Luna placed one forehoof on her sisters shoulder, following her gaze. “Fret not, sister. Even though we’re not in charge, protecting Equestria and its’ citizens has always been our role. Even if our part in it is somewhat lesser than it used to be. But I fear, deep in my soul, that this evil will take every creature that lives here to be stopped. And that you and I shall be needed as much as Twilight and her friends before this is through”.

Celestia bowed her head, eyes closed, and wings unfurling to drape over her sisters back in a light hug of reassurance. “As much as I wish it were not so, and as much as it pains me to say it, I have a sinking feeling you may well be right, Luna. And that before this is through, the butcher will have his toll of all Equestria’s creatures. Regardless of the peace and harmony we have all tried to build for Equestria, and how we have desperately tried to steer her away from war and violence”.

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.

Meetings

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.

Triage

The ponies had grouped around the location Gilda had guided them to. Twilight had decided to take things slowly, and logically. Help had been requested, and more guardsponies and other rescue workers had started arriving to dig out survivors, and help the wounded - and to carry out the gruesome and tragic task of finding and counting the dead.

Of the enemy, there had been few sightings. Much like the one that Tempest and Gilda had dealt with, there were a smattering buried or crushed, and their remains had been recovered for study as a priority. Any live ones… well. That was something that was currently on the alicorns’ mind where she stood.

The Equestrian National Banks’ headquarters was located in Fillydelphia, occupying one of the many high-rise buildings that made up the heart of the city. At the moment, she stood within the interior of the bank. The front window had been blasted and gutted, and charred furnishings were scattered all around, and the once-rich carpets and decoration now soiled and marred by violence. But through the back, past demolished and devastated interior stud walls and wooden-and-glass dividers was the enormous face of a bank vault. And from inside it, thumping, crashing, and banging, along with the muffled screeches and calls that sounded like bursts of radio static and screeches of ear-straining noise.

“Any ideas, Twilight?” Applejack said as she stared at the vault door. “I don’t reckon that openin’ that door and lassoin’ that critter would work out so well for us, an’ from what ponies have been sayin’, it don’t sound like magic would do much to ‘em neither”.

“I know, Applejack, and you’re right. But think about what else they’ve all said: these creatures drain ponies magic. They all said they could feel it, even from just being around them. But there’s one on the other side of that vault door, and do you feel anything?”

The Earth Pony cocked her head and frowned, pawing at the floor with one hoof. “Well, no, but - I ain’t a unicorn or a pegasus. Us Earth ponies don’t have magic like y’all do”.

Twilight looked to her friend with a small smile. “Applejack, you’re definitely magical, but earth ponies do have magic too. It’s just more subtle than alicorn, unicorn or pegasus magic. But I can’t feel anything either. I think that vault is blocking the creatures’ draining effect”.

Applejack nodded in understanding. “Well, that’s all good - but it don’t help us none in gettin’ it somewhere we can study it. Nor bein’ able to study it neither, if we can’t see it. I mean,” she snorted and rolled her green eyes. “It ain’t like we can just take the vault with us- Oh no. No, Twi!”

The alicorn had a gleam in her eye and a growing smile on her muzzle.

Applejack ran out the front of the bank yelling. “OUT! EVERYPONY OUT OF THE BUILDING, RIGHT NOW! STAND CLEAR!”

She bent her neck panting and swivelled around in spot as other ponies looked on with panicked and confused expressions. Gilda and Rainbow Dash fluttered to the ground alongside her, having just arrived.

“What’s going on, AJ?” Rainbow asked with concern, looking between the farmer pony and the gutted front of the bank as terrible groaning and screeching metal sounds came from inside, along with crashes and grinding that shook the ground and send cascades of further debris falling down the front of the building. All of them stepped back as a precaution as more shouts and cries rose around them. “Did that thing get out? Is Twilight in trouble”.

“Holy friggin' horse feathers,” Gilda said in an awestruck voice. “Nope, Rainbow, Twilight is definitely not in trouble”.

The brilliant purple aura of Twilight’s magic bathed the area in light as the alicorn trotted confidently from the shattered facade of the building, head held high and a look of concentration on her face. More of the brick and stonework was crushed and shoved aside from the inside as the massive object towed by her telekinesis followed. Levitating ten feet above the road surface and held only by Twilight’s magic, the entire bank vault, pulled from the building as a solid entity, hovered in the air.

“Holy friggin' horse feathers,” repeated Applejack, eyes wide.

“Awesome,” replied Rainbow with a widening grin.

Everything else, though, was decidedly not awesome.

With their prisoner now safely removed from the bank and the vault itself loaded onto a flatbed freight carriage at the cities’ station for a trip on a specially put together secure train to where they’d establish a base of operations and research, the four present members of the council of friendship and their allies had time to take stock.

It was a sombre, crushing realization as they looked over the results of the attack.

For the ponies and other creatures laid out before them, they had all been too late. But they didn’t know that. All they knew was what they had lost, and that some great evil had come to their homes.

“Why,” Applejack said after a while. “Why do this to ‘em. Why kill so many creatures” she lowered her head and removed her hat, closing her eyes as the late evenings’ breeze stirred the air. “What’s the point of all this… this… murder”. The word felt alien, rolling off of her tongue. It wasn’t as though she’d had much cause to use it. “Ponies… ain’t supposed to die like this. It just ain’t right”.

“We’re going to stop this, right Twi?” Rainbow said in a voice that sounded more hushed than her usual bombastic tones. One blue wing unfurled and rested over Applejack’s withers. The shiver in the orange ponies’ body subsided, and she leant against the lithe pegasus for comfort, looking toward Twilight with her.

The purple alicorns’ face was a hard mask. Both friends exchanged glances with Rarity, who stood a short distance off, her expression pinched and measured. The muscles in her jaw jumped, and she kept looking away, only to have her sapphire blue eyes drawn back slowly every other minute. She had barely spoken the whole time, save for her muzzle moving slowly to herself every so often. Spike stood alongside her, one clawed hand resting on her shoulder. One of her forelegs was around him, gently holding him.

Only Twilight stood alone, her expression carved as if in stone, a fixed mask of near-blank fury and disbelief at once, as her eyes roved across the lines of dead ponies.

It kept returning to the same spot that all of theirs did. Among the lines of covered bodies, draped in sheets to protect them from scavenging creatures and to give them dignity and peace, there were rows of smaller pony shapes.

“We are going to stop it, Rainbow,” Twilight said finally. Her voice was low, quiet, and firm. “We have to stop it. I can’t let this happen to any more ponies, or any more other creatures. Applejack is right. This isn’t how ponies- how ponies die. We- I’ll find a way to stop this. To fight them, whatever they are. I was too slow, too late to save Fillydelphia, and all of these ponies. But I can’t sit still and wait again. I won’t be too late again. We’ll stop this, one way or another”.

“Twilight,” Rarity said in a hushed voice, her eyes roving across the field of shrouded shapes again, as the darkening night slowly hid their features. “This wasn’t your fault. None of us could have expected anything like this.”

“Rarity’s right, Twilight,” Spike said, stepping forward and touching Twilight’s side. She almost flinched at the touch, and he drew his claw back. “Even the worst bad guys we fought never wanted to kill any pony outright, and never did. They weren’t anything like this. This is way beyond all of us”.

“We need to know more, darling,” Rarity said quietly, moving up to Twilights’ side and nudging her with her muzzle. The alicorn shuddered, before reluctantly leaning against the white unicorn for some comfort and support as Rainbow and Applejack walked up alongside them. “At the moment, we don’t know anything about this new enemy; who they are or what they want. And we don’t have a way to fight them, let alone stop them”.

Twilight shook her head, tearing her eyes away from the canvas of tragedy in front of her and blinking tears out of her eyes. Whether they were from sadness or frustration, she couldn’t really tell anymore. “Fighting. I thought we were done with that,” she said bitterly, stamping a hoof into the ground around them. “After the Trio and all they did, I thought that would be an end to it. We drew all of Equestria together; not just ponies, but all kinds of creatures. And with the Elements of Harmony coming together like they did, I just thought it was…” The purple alicorn drew in a stifled sob, and the others moved closer, wrapping her in warm, gentle hugs.

“We all did, Twi,” Rainbow Dash said softly. “Heck, I was almost ready to be disappointed that things weren’t going to be exciting anymore. But I wouldn’t have wished for this,” she said sadly. “This isn’t exciting at all, this is just… horrible”.

“We know they can be stopped,” Applejack said firmly. “After all, Gilda and Tempest stopped one of them, and the Guard found a coupla others that weren’t alive - or whatever ya call it - no more. An’ that means there’s some way of stoppin’ em”.

“And if they are machines,” Rarity added, “then there must be something controlling them. And they must have come from somewhere - perhaps there’s a way to turn them off, or take control of them once more from whoever is controlling them”.

“Don’t give up yet, Twilight” Spike added. “I know this is really scary, and really bad. But we can do it, together. We always do, especially with you in charge. We all believe in you - and we know you believe in all of us too. That’s why I know we’ll win!”

Twilight gave them all a small smile and a nod, tossing her mane in the cooling evening air. “Maybe you’re right,” she said after a moment. “That I haven’t thought it through. This really is worse than anything we’ve come up against, true… but there’s always another way, always something else we can do. Even if we haven’t found it yet, there’ll be something out there we can do to win. Even if we have to create it ourselves, we’ll find a way to beat these monsters. Especially if we work together”.

The Pony of Shadows glided along on the senses and consciousness of the Hollow Things. He found he could hop between them, move between the soldiers of the masses, switch between their bodies at will from his own perspective. The more power they gained from consuming more magic to power their bodies, the more abilities they gained and the more he gained in turn. They were growing faster, smarter, more intelligent and more powerful - yet, they still answered to him and accepted his directives, and in turn offered him solutions and suggestions.

Their power was carefully and cleverly distributed too. Portions went to enhance, upgrade, they said, the bigger Hellions, Titans, and the airborne Vogel units. They diversified further, becoming heavy and medium units, with different arrays of firepower and weaponry, more sophisticated units for command and control, or for defence. More units for construction and salvage, harvesting resources for shipment back to the fortress being assembled around the portal that was, inexorably, spreading out and harvesting as well, sapping the very force of life from the land around it. And that process was being accelerated by the shipping of load upon load of ponies and other creatures captured in the push outward. North, South, East and West, the growing hordes moved, flowing through shadows and driving their way deeper into Equestria’s lands. Fillydelphia had been their greatest contest yet; it had fallen with barely a concern and the rewards it had reaped had left them high on power and ability. Bitsburgh had been barely a blip on the map. As more ponies were consumed, they learned more about the lie of the land, about the places and powers it held.

One shining jewel of a name held fast in his head, the home of magic and power, the ruling seat of the land, some distance to the south: Canterlot.

There were other places first; the one that pulled at the army advancing North was a great metropolitan hub of lights, glass, steel and stone; Manehattan. Other towns, villages, and settlements were within their grasp, the magic radiating from the creatures that lived there like beacons to his armies. He sent out a simple directive to all of his forces: Lay waste to all you find, capture, consume, and grow.

The Pony of Shadows returned to his body where it stood, looming over the portal at the heart of the fortress the Hollow Things had constructed. The portal was wider now, a jagged, bleeding rent in reality itself, the edges an eye-searing burn on the walls of existence, while its’ interior was a smouldering vortex of light and colours, destabilized from its’ original destination by the mana drawn in by the Hollow Things. The unstable energies of the portal fuelled their fortress, drawing on the magic that held the portal open to augment and expand its’ power, their power, and in turn his own power. With all his senses enhanced beyond the wildest dreams of his original form, the Pony of Shadows reached out, feeling the flow of mana throughout the structure around him, and deep into the soil and rock of Equus itself. It flowed through natural channels in the planet, part of its’ intrinsic makeup, woven into the being of all things on the worlds’ surface. It was within them, and they were within it, inextricably twined together as part of a whole. He was part of that whole, as were all Hollow Things, having come from Equus itself before their banishment, and from what he was slowly learning, what they once were. But as they drew on magic, as they expanded outward and the fortress expanded upward, they also burrowed deeper and deeper, toward the source of Harmony’s magic, flowing far beneath them. And when they made contact, they would have an instant tap to magic at its’ source, a source for nigh-infinite power… as long as they could keep expanding, of course. And for that, more magical energy was needed. More ponies, more creatures, more artefacts. All of Equestria would be fuel for the machines that were the Hollow Things and their creations - and the thing he had become too.

He looked down at the carapace covering his once-inky form. It was smooth and regular, with a vague hex patterning to it. Raised details covered the rims and seams of the carapace, and it was intricately fused to the matter of his body, which too had grown denser, more material, but still malleable. The same structures adorned his body; his wings were now sleek blade-like aerofoil structures, hinged and articulated. Fields and trails of shimmering energy accompanied him when he flew. Pauldrons on his shoulders concealed batteries of powerful weaponry, as did those on his haunches, all powered by the mana he had consumed. Other such devices studded his body, hidden under retractable plates, and at the core of his body, he felt the growing mass of machinery, intertwined with his ethereal self, growing in synch as his powers grew, twining itself into the very core of his energies and self. Words like molecular bonding, nanotech symbiosis and power conversion rattled through his head, not entirely understood in language, but shown as concepts.

The Hollow Things technology was so impossibly advanced compared to anything beyond his frame of reference; it was somehow powered from magic, created by magic, and inextricably part of it, but so very different from it. All of that made it near impervious to magics’ effects, and the devices and structures it created (again, words like molecular assembly and reconstruction, three-dimensional printing, and other phrases passed through his mind) were reinforced, armoured, and rebuilt to protect against physical damage. It was… astounding.

And it was their key to victory and control over all of Equestria, and the lands beyond. The Royal Guard were pitiful by comparison, their weapons simple and crude. The Hollow Things would roll over all of the land, and in their wake a new, technological utopia would rise, propelling all of Equus creatures out into the stars beyond, leaving behind their frail existence, and dependency on crude flesh. The age of steel would rise.

Night was well and truly fallen by the time Twilight and her friends were on their way back to Canterlot. Teleporting seemed less of a priority now, and Twilight’s magic needed time to recover. Not to mention, conserving her energy for what may come seemed like a prudent decision.

As such, they rode the train back to Canterlot, the long journey being an overnight one. In the car set aside for their use - as the Princess, she warranted an exclusive car, despite her protestations - all was dark, aside from the glow of moonlight through the windows, and a pool of light where Twilight worked, by candlelight and the light of her magic around the quill held in it, to scratch down all her observations and thoughts so far. She felt tired, and wanted to sleep. But her mind wouldn’t let her; sleeping when those creatures were running rampant across Equestria, when so many creatures had died seemed like running from her responsibilities.

So, she wrote. A touch of magic to dampen the sound of the quill’s nib scratching across the page, to save waking her friends, and another to keep the glow of the levitating candle to a small globe around her, as well as catching the wax as it ran off.

Her eyes stung as she stared at the flowing script from her quill across the page; she had intricately noted the makeup of the creatures; their postures and sizes drawn from the few remains they’d recovered. Accounts of their weaponry and capabilities from both survivors and from Tempest and Gilda’s encounters with them. She had even provided an annotated sketch from memory of the one that the griffon and unicorn had beaten, and recounted in depth how it had been crushed and beaten by blunt force trauma and overwhelming amounts of it at that, and how others had perished to the same kind or similar conditions; the only weaknesses they’d observed so far.

She paused, ruffling the pages she’d put together and fanning the page to dry the ink. Lifting her eyes to refocus and give them a rest, she looked around the carriage. Applejack and Rainbow Dash slept quietly on one set of double seats, nestled against one another. Gilda was curled up opposite, nose to tail and snoring quietly. Tempest was sat behind her, leaning against the window and eyes looking out a gap in the curtains as the landscape rolled past, lit only by moonlight and bathed in its’ ethereal silver shades.

She glanced down; Spike was curled up beside her, breathing steadily in sleep. She gave a slight, wistful smile. The drake was still young, but he was much bigger now, more independent than he had been before. She cared for him more deeply than either of them would ever know, and they loved one another dearly, a bond of family and friendship that would always be inseparable, and incomparable. But one day, she knew, he’d outgrow her in size, becoming far, far bigger than she could imagine. If, of course, he lived that long.

That thought drove a spike of ice and fear into her spine, and she shuddered, gasping a breath at the thought and screwing her eyes up. The papers fluttered to the floor, and it was only through sheer concentration and her aptitude with magic that the candle didn’t follow and set fire to the carpet in the carriage.

She gathered the papers up in a combination of her magic and carefully climbing onto the floor and using her mouth and hooves, but despite her best efforts, Rarity stirred from where she had been sleeping on the couch opposite, demurely and quietly sleeping.

“Tw-Twilight?” she said in a hushed, bleary tone as she blinked sleep from her pretty blue eyes. “What are you doing, darling? Surely you should be sleeping like everypony else”.

“It’s all right, Rarity,” she replied in a hushed voice as she climbed back onto the couch-seats of the train car. “You can go back to sleep, I’m just finishing up some notes from today”.

The white unicorn frowned at her from under her purple locks and leaned closer.

“Twilight, if I didn’t know you better - and I do! - I’d say you’re Twilighting again. Not sleeping isn’t good for you, you know that as well, if not better than anypony else.” She dropped the harsher tone and expression, and her face took on an expression of concern.

“Something is bothering you, isn’t it? You know that you can tell me, tell all of us. Please, Twilight - If there’s anything I can do…” She reached out with one forehoof and tenderly stroked Twilights’ own foreleg, giving her a small, warm smile. “You know you need only talk or ask, and any of us will do whatever we can, darling”.

Twilight smiled back, gently squeezing Rarity’s hoof between her own and looking down at them before she spoke, the slivers of light between the curtains flashing across the space between them in majestic arcs and casting a line of silver across purple and white fur alike.

“I’m… not ready for this, Rarity. I can run Equestria, especially with all of your help. And of course, there’s all the members of government for most things, but… A war? An actual fighting war, at that?” she looked up into Rarity’s face, searching her expression with wide, frightened eyes. “I don’t even remember when Equestria last fought a war. It must have been hundreds, if not thousands of years ago. The Royal Guard… they’re ponies I know. Flash Sentry, The Wonderbolts... “ she bowed her head.

“My brother…”

“I can’t send them off to fight, and maybe to die. I don’t even know how to run a war, especially against an enemy that just uses our magic against us. Where would I even start? What do you even do?”

Rarity listened intently. She didn’t interrupt, didn’t try and stop Twilight’s words; she just sat and listened, giving her attention in full to Twilight. After all, it was the least she could give, and her generosity knew no bounds with that.

“I would say it’s a blessing that none of us do know how to fight a war, Twilight. I remember you telling us all about that dreadful reality you saw when Starlight had altered all of our pasts, where King Sombra had returned and set all of Equestria ablaze with a war against his armies, and everypony was in a state of total war. It sounded…” she shivered. “It sometimes gives me nightmares. Princess Luna has had to pull me out of them more than once. And I’ve no doubt I’ll have need of her again before all of this is over too. But that’s our blessing, Twilight. We’re lucky to have not had to fight more often than we did, nor as hard. But if you can’t do it Twilight, then use your friendships. You might be the element of magic, my darling, but you’re the Princess of Friendship. Your friends are always there for you - we sang a song about it, if I recall,” she winked, and Twilight gave a small smile, despite herself.

“Twilight, there are things that we will all find we are no good at. I can make you the finest garments of couture you could find in all of Equus. I could give you a makeover that would bring the godliest of beings to their knees. But I could not, for one moment, believe I could fix this train engine should it break down, nor could I manage Applejack’s farm for a week, or teach Flurry Heart in one of your classes about Magic, or train the Wonderbolts how Rainbow does in aerial acrobatics. And I doubt you could do the same, but that’s quite all right. There are others who can” she looked past Twilight’s shoulder and nodded.

“Why don’t you start with asking her?”

Twilight looked back over her shoulder at Tempest. The mare was still much in the same position, chin resting on one hoof, eyes looking at the scenery as it passed them by. The silver moonlight cast a strange shadow over her dark maroon coat.

“If anypony knows how to fight a war, then a former general would be a good start. Especially one that we all helped bring around, and that understands the value - and the magic - of friendship”.

Tempest looked over to them, a questioning expression on her face, and Twilight smiled to Rarity, before it turned into a yawn.

“You’re right, Rarity,” Twilight answered in a quiet voice, as Tempest walked around the seats to join them, looking between their faces. “And maybe I should get some sleep, too.”

“What did I miss?” Tempest asked in a hushed voice, her scarred eyebrow raised. “Something important?”

“Not at the moment, darling,” Rarity answered, smiling at her. “But just be glad you’ve helped assuage Twilight’s doubts somewhat. Now, perhaps we should all get some rest”.

“Glad to be of assistance,” Tempest said with a slight tone of amusement in her voice, rolling her eyes and shaking her head, as she trotted back to her own seat, and as Twilight’s heavy eyes finally fell closed.

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.

Memory

The blackness of a long-dark chamber was rudely disturbed by the unwelcome intrusion of a shaft of light as great doors, mounted on rollers, slowly split apart. The groans and creaks as they moved echoed through the underground storage chambers, and the inrush of clear air chased out musty air and eddies of dust as the sunlight spread over the stored materiel inside, stored away just in case it was needed, but in the hope it never would be.

With the glow of magic, rows of mage-lights on the ceiling flickered to life, their metal holders and the glass tubes pinging as they warmed up, and casting a sterile glow over the ranks of machines and equipment beneath, shrouded in protective wraps. Hulking machines, all slab-sided angles of thick armour, drab colours, and tapering, menacing cylinders clustered together with racks and crates, filled with the stuff of war-fighting.

At the entrance to the storage shelter, buried deep in the Appaloosan Desert, a team of ponies checked mark off of a clipboard, while others moved loading ramps into place, moving to and fro around a train requisitioned for the task.

The same scene was repeated around the country at strategic locations; in the San Palomino desert, Ghastly Gorge, Dodge Junction and a small number of other places, other caches had been broken open. Trains loaded with the machinery of Equestria’s dormant army made their way to strategic locations, while from other directions, trains full of volunteers closed in.

In the North of the country, the first groups of rapidly equipped forces marched into position, blockading the railway and roads leading to Manehattan; it had taken only the slightest of reconnaissance by pegasi to find the Hollow Things forces. Of the group of ten volunteers from the local weather team, only three had made it back. And of them, one had already succumbed to their wounds.

Equestria prepared for war.

The Pony of Shadows mulled over information that flowed through the collective stream of information gathered from the Hollow Things prey. What had sent him to this state was the most recent captives gathered and consumed by the Hollow Things. In the midst of their gathered life force, mana, and energy were also a swirling mass of memories and thoughts, stripped from their consciousness, and the underlying unease they had spread throughout the Hollow Things shared memories and collective thought.

Princess Twilight and her friends, the ones who had defeated him before, were on a quest to a far off land, searching to find something to stop the Hollow Things. To a place far across the oceans, on the other side of the world from Equestria. And that idea, that far-off land, was what put the Hollow Things on edge. There was something there that could stop them, or hurt them. And it was something that could not be allowed to return.

There was another place, far to the South, where they would stop first. A site known to the Pony of Shadows as well. It needled at part of his mind and consciousness, poked long-dormant memories and thoughts of a life once lead into the light and exposed them to examination again. He struggled to grab hold of the thoughts, to process them and remember; they were so long lost and forgotten that it was difficult to even remember what they were, how he had lived them. It was… so very long ago; before the Pillars and before he had become one with Stygian. He had been something else, long ago.

The inky-black, hulking being of magic and technoflesh turned his energies and attention inward, searching back through his own past

* * *

Onyx Star struggled up another slope, picking his footing carefully. Nonetheless, his hooves dislodged another cascade of rocks as he picked his way, precariously, up the side of the plateau.

The shadow grey unicorn had been climbing for hours, walking for even more. After he’d seen the lights circling the top of the towering rocky plateau that rose high above the jungle, he’d been enthralled. Other ponies working in the orchards and groves that surrounded the village, or that had been working in the rivers had fled or cowered, seeing it as some kind of sign that spirits were unhappy with them, that harmony was unbalanced, or some other such superstitious tripe. But Onyx had wanted to see more. He had argued that, if it was spirits or other supernatural forces, then if they were there, surely going to them would be better, to communicate with them and learn more of them, rather than simply… guess what they wanted based on what they may or may not be doing. But, his words fell on deaf ears. Angry and fed up with being ignored, and wanting an answer, he had set out on his own.

It was always the same. The second son of one of the villages’ farming families, he had been passed over for virtually everything of interest. He was unconcerned with the life expected of him; to follow in the hoof-steps of his father and brothers in working the family farm, despite his burgeoning interest and impressive talent for magic - something that had, in fact, earned him his cutie mark. With the life he lead, that mark seemed like a cruel joke. He had no opportunity to show or test his magic, no way to expand his skills beyond what little he could struggle to work out himself, or copy from watching the villages’ elder mage performing his own spells on the towns’ behalf. Though, the mage of course already had an apprentice, and the stubborn old bastard refused to take on a second apprentice. Fed up with the village, with ponies, and with his life, Onyx had wandered out into the jungle, heading for the plateau in search of anything better than the miserable stagnation he felt at home.

Now, partway up the plateau as he considered those thoughts, it only resolved him further, even as rumbles like monsoon thunder and flashes like lightning and fires swathed the top island of rocky land that thrust hundreds of feet above the jungle canopy. There was so little distance to go, and the clashes, booms and other cacophonous sounds that rained down only made him more curious, not less. Thrills chasing in his chest, he summoned up his telekinesis and levitated himself higher, bypassing a narrow, perilous ledge in favour of a wider one. Another short hop and leap took him higher, followed by some scrambling across rocks and chasms.

Finally, as all went quiet, he emerged onto the top of the plateau, and felt his breath catch in his throat.

It was a scene he could barely comprehend.

Structures five, six, ten times the size of the villages tallest ones. Made of what looked like the smoothest stone, worked into smooth, flowing shapes. Light that glowed as steadily as any magelight or horn, but brighter. Smooth ground under hoof, coated or fashioned with some kind of stone-like coating, and everywhere; more metal than he had ever seen. Glowing runes decorated many of the buildings, and constructions he barely even had an idea of hunkered within them, sleek shapes of metal, glass and other substances, all blended in with the forest around them.

But it wasn’t right; something was amiss. Some kind of accident had occurred here. Or some kind of incident. Perhaps a confrontation with a jungle predator; though how any mere creature could be a threat to such godly creatures as must live here, he had no idea. But fires burned, structures were damaged or toppled. Burned-out hulks of whatever the sleek constructs were littered the middle of the plateau. And, as he trotted closer in fearful, morbid curiosity, he could see…

Bodies.

They weren’t ponies, but they weren’t that different. Taller, more slender, and with two graceful, curving horns. Slimmer, longer muzzles and short tails. And their manes were only short ruff along the middle of their backs - the ones he could see, anyway. And they certainly bled the same colour.

Some kind of markings or tattoos ran all across their bodies and their vibrantly bright tan/brown/rust/black/white coats, outlined in gold and green.

They looked to have been engaged in some kind of struggle, from where they had fell, and the violence that surrounded them. Was this… some kind of attack? Did even these magnificent, advanced creatures fight with one another.

Cautiously the young stallion trotted closer, desperate for answers to the questions building in his mind. The closer he got, the more he began to piece things together. Males and females of the species, noting the differences in their build and size - and the obvious differences, not too dissimilar from ponies. The big, hulking yet sleek constructions had spaces for them to ride in - like carts or wagons, but full of things he didn’t really understand, but looked like rune engravings or language.

He moved past the site of the conflict, the heat from the burning fires hotter than any campfire or bonfire he’d been around, and the acrid smell so much it made his eyes water and his nose prickle into a fit of sneezes. As soon as he let rip with the convulsive motion, an eerie wailing drifted from the largest standing building.

Throaty cries mingled with it, along with more explosions and thunderous reports, and he broke into a gallop, spurred on by the sounds of conflict.

As he crossed the threshold of the building, he was alarmed further. Doors had been thrown from their hinges or bent aside like folded dough. Lighting inside flickered and jumped, and again the acrid smells of burning assaulted his nose. Runic images flickered and faded or swam in the air, blinking insistently in shades of angry red or yellow. Rumbling crashes came from nearby, and he suddenly felt a pang of fear as the red-lit darkness closed in around him in this alien place. He was reminded of a particularly bad storm, of being trapped in the millhouse, alone as a foal and of the lightning spearing down through the skies in jagged fingers casting shadows of monsters unseen on the walls, of hissing torrential rain pinging, dripping, and sloshing through gaps in the old buildings’ ceiling and walls to creating eerie reverberations, echoes, and sounds in the darkness, and of the swell of relief he’d felt as his older sister had come for him in the darkness and how he’d thrown his hooves around her at the relief of seeing somepony familiar in an alien place.

And then he felt shame. Shame because he’d gone to the millhouse to be alone, to escape from his dismissive, uncaring father and mother. Shame because he’d told them he’d show them what he could do on his own, and that his magic would make him more powerful than them, or anyone in the village. Shame because he’d silently walked back in his sisters’ shadow, exchanging no words with her and listening as she tried to cheer him, tried to turn the misery and dead-ended nature of their lives into a positive.

The humiliation burned in his cheeks, and he strode forward, hooves ringing against the strange substance of the flooring. There was power here, and he’d find a way to access it, find a way to make these creatures teach him their talents and share their knowledge.

The wall crashed inward, throwing him to one side. He landed in a heap of aching bones and muscles, ears near deafened by the ringing in them. All noise sounded like it came from underwater, and he blearily looked onward, blinking the double-vision out of his eyes as he tried to understand what he was seeing.

One of the creatures fought. It moved with grace and agility, leaping and prancing with powerful twitches of muscle in its’ legs, pivoting on a single hoof with ease and flowing like smoke around the… thing it fought. That was another creature. Not dissimilar to those he’d seen dead, and the one now fighting it, but it was warped. Twisted. Half-composed and wracked with tarry black that seemed to adhere to or blur the lines of its’ coat and features. Parts of its’ original body were still visible, but rapidly they were being overtaken by the tarry black, a substance that seemed to ooze and ripple in an almost organic way, while yet looking technological. Occasionally, as it rippled, patterns of red lights or smoky grey chased each other across its surface. The two creatures screamed at one another in voices he couldn’t understand, their tones musical and fluid; it sounded like singing in an alien dialect.

The uncorrupted one wielded some kind of device, suspended in a field of sparkling motes of light. As the blackly corrupted one lurched toward it, that field collapsed. With a last gasp of power, bright bolts of light that seared his eyes volleyed out, like razor-straight lightning, and tore through the body of the corrupted creature. Something exploded behind them both, and Onyx felt the concussion smash into his body, blackness swimming over his vision.

He had no idea how long he had been unconscious, but there was the sensation of movement. He was being moved; dragged from his hind legs across a smooth, grassy surface. Wet dew kissed the side of his face, the organic smell of plants and the familiar scents of the jungle overlaid the background scents of acrid burning and chemical smells.

He slumped to the ground, and had the wherewithal to roll onto his front. His body ached, singing out a chorus of pain, and he couldn’t put any strength into his hooves to stand.

Blearily, he opened his eyes. The pre-dawn skies were lit with a deep purple glow as the sun crept below the horizon. A glance over his shoulder showed the skies lit with a demonic orange glow as the unearthly, heavenly ground he had stumbled into burned.

A heavy thump to the ground. He looked ahead of him once more, and felt faltering, stuttering breath ruffle his mane, ripe with the stench of corruption and illness. The copper scent of blood competed with singed fur and charred flesh, and he looked into a pair of mis-matched eyes, one hollow and unearthly white, the other an empty amber pit. The slender muzzle of the creature moved, and he tilted his head, trying to work out its’ bubbling, oozing words, mingled with the discordant song he’d heard earlier. He shook his head.

“I don’t understand,” he slurred weakly. “I don’t know what you’re saying”.

The voice tried again, all the more frustrated and angry, before convulsing in a hacking heap, some of the black mass falling away into pools of sludge that rapidly formed solid chunks on the ground. As Onyx looked on, he noticed that one side of the creatures’ muzzle was filled with short, regular and neat square teeth. The other, where the blackness had taken root, was a nightmare of jagged black spikes that swam in inky black.

With a hiss, the creature lurched forward. He scrambled back, but was too late; too uncoordinated and too concussed. He sprawled in the grass as inky tendrils from the things back and chest, where they formed a kind of mantle, wrapped around him.

Do you heeer ussss nowwww, it hissed into his mind in a discordant, demented lullaby voice. Succhhh angurrr, suchhh envvyyy. Yuuu wannt ourrr knowledge, ourrr powerrrrr….

Onyx felt his terror subside, mingling with curiosity as the thing showed him power, feats of magic and ability he couldn’t dream of. Flight, teleportation, energy beams, controlling hordes of creatures, controlling other ponies, and taking revenge. He would be able to take magic as he wanted it, read the abilities of others! This was the kind of power he had imagined, much more than that washed-up old fart who called himself a mage could show. He would make them all tremble in his wake, rising from the shadows he’d been thrust into, becoming a creature made of shadows.

“Yes!” he cried out enthusiastically. “Give me your power!”

The creature howled an unearthly sound, all discordant, unreal notes. It rose into a wailing screech of notes blurring into one that battered at his ears, even as the blackness consumed him, ravaging through his body, corrupting his flesh as it dove into him. He felt indescribable agony as it tore his senses apart, mingling with the core of his very being, flaying his memories and identity into nothing and combining them with everything it was. It gorged itself on the innate force of his life, the connection that was his through birth to the Harmony that pervaded Equus. It drank deep of the fountain, consuming that energy along with his body as it reshaped him, rebuilt him, and rebirthed him into the thing he was.

The hollow ache of hunger for more power, more magic and more knowledge burned at the core of his being, but he was no longer the creature he had been, the leech living on the remnants of a refugee from a far-off land. The last whispering thoughts of his old self lingered, burned into his mind, and as he opened glowing white eyes, he spoke from a mouth of inky otherness.

“I am a pony… of shadows”.

With a cackling howl that split the night and reverberated down to the village he had left behind, he spread great wings of inky black, and launched into the twilight skies.

* * *

The Plateau, he thought as he opened his ember-glowing orange eyes into the depths of the fortress. It was only natural. The place where he had become what he was, and begun the journey on this path, where the last Lemurians had tried to make a stand, only to be chased by their creations. It could be exactly what Princess Twilight and Equestria needed to learn more about the Hollow Things, lead them back to where they had, by the most slight of slivers, been imprisoned and defeated.

A chorus of mental voices howled in anguish at the thought of being imprisoned in the unending limbo once more, in that void where only nothing and hunger existed, side by side, for an eternity of no-time. He chafed along with them; the prison he had been exiled to with his tormentors had been no better. He refused to go back, to be returned to less-than-nothing in a meaningless nothing of time and space.

Commands and orders rippled out through the network that ethereally linked the Hollow Things. Under his guidance and authority, the newest, sleekest, and fastest of platforms were awakened from their cradles within the fortress. They burst to life, launching into the skies on plumes of stolen thaumaturgic energies, thundering into the stratosphere at speeds that only the fastest of pegasi could dream of, and leaving unearthly cries in their wake as they went on the hunt, heading for Equestrias’ equatorial southern reaches.

Rarity emerged from her tent at the ruins, blinking as she stepped into the sunshine. A cool breeze wafted her purple mane and she gave a sigh of pleasure at the relief it granted from the jungles’ incessant and inescapable humidity. It was doing no favours for the care of her mane or coat. Suppressing their desire to frizz or go limp had been one of her greatest challenges. That was one small victory she was proud of, but the oppressive heat bought with it constant sweating, which was just so incredibly unladylike. But, nonetheless! She would persevere, as it was all of Equestria at stake. If it must be that her personal comfort would be secondary to things for a short while, then so it must be.

Besides, the Sun Chaser had showers and air conditioning.

Tossing the still-elegant curls of her glorious purple mane, she trotted across the open clearing of the site atop the plateau to where they had so far managed to break through the layers of material to a cavern beneath. Twilight and Daring Do were positively exploding with excitement at the discoveries, and even she felt some thrill at the idea of a civilization so long-lost that it had never been encountered or heard of by Celestia or Luna. The alicorn sisters were so long-lived that it seemed difficult for her to imagine a time when they hadn’t walked the surface of Equestria, nor knew everything about it, so vast was their knowledge and experience. But here it was, a whole new chapter of Equestrian history, waiting to be discovered and deciphered. And with it, perhaps a clue to saving their people.

She leant over the lip of the wide rectangular hole descending into the earth and peered down. Lighting her horn made little impact on the gloom, but she could see the mage-lights set up below for working by the party now down in the cavern. With a huff, she scrunched up her muzzle. It seemed, inevitably, that she would have to endure the dust and must of the ruins below as well - but no matter; she did worse for recovering jewels. With a short burst of magic, she charged the mana-powered motor alongside the hole, and the winch began to creak and rattle, pulling the elevator back up to surface level.

Moments later, the white unicorn descended into the gloom below, the square of blue sky and thin white clouds above growing smaller as the glow of mage lights grew brighter, along with the sound of voices carried by an echo through the cavern.

“Hello~!” she called in a sing-song voice. “Twilight darling? Rainbow Dash? Spikey-wikey?”

“Down here, Rarity!” Spike’s voice answered. “Twilight and Daring Do think they’ve found something important”

“It had best not be a pottery shard,” she muttered to herself, her magic powering the lamp on the hard-hat she wore. One from her own collection, it had a touch of loveliness added to it by the pink bow at the back. Her finely manicured hooves rang hollow on what they had all been amazed to discover was some kind of metal-plated flooring in the vast chamber as she moved toward the source of the light. A set of temporary stairs had been erected, letting her climb up to a platform overlooking the main chamber. The three ponies and dragon were clustered around on the platform, the area lit by the glow of a pair of hovering will-o-the-wisp-like balls of magical light that matched the colour of Twilight’s magical aura.

“Rarity,” Rainbow Dash said with a smile as she approached. “At least some other pony is here. I’m getting lost in what Twilight’s talking about here”.

“Well darling, unless this is all some kind of elaborate catwalk, I doubt very much that I’ll have much to add either, I’m afraid. And I imagine that’s most likely not the case, hmm?”

Twilight grinned at Rarity, while Spike shrugged in confusion as he flapped in the air at Twilights’ shoulder.

“I almost wish it was, Rarity - at least then it’d be easy to figure out. Not to mention, I imagine if we were going to save the world with fashion, you’d be number one mare to help.”

“I only wish it were the case, dear,” she answered with a chuckle. “Do you have any idea what it actually is, though?”

Daring Do followed up, pointing to the alcoves they’d already pinpointed around the walls of the cavern. “I think it all has something to do with what’s stored in those. We’ve already seen a few of the machines they kept in them, but haven’t managed to get anything started yet. I think this is some kind of control panel for the place. Maybe a way to get them outside”.

“You think they’re some kind of vehicles?” Rarity asked, looking into the dimness at the sleek shapes hulking in a smattering of the alcoves. Out of twelve spaces, three were occupied with wreckage, five were empty and only four held the machines that seemed a natural fit for the facility - as, she thought to herself, that’s what it seemed to be.

“They’ve got room for someone to sit in,” Rainbow Dash pointed out, before grinning and holding a hoof to her chest. “And I’ve got dibs on getting in one first, as soon as we get them working!”

“Darling,” Rarity said with some amusement, patting her on the side. “They’re thousands of years old, you don’t really think they’re going to work? I mean, I had a sewing machine I’d left in the back of a closet for four years, getting it to work took a miracle. I think these are a lot more complicated”.

“Well, you say that,” Daring Do said with a sidelong look at the unicorn. “But, there’s an awful lot of temples, pyramids, ruins, and castles I’ve been in that still have working booby traps. Although,” she murmured, putting one hoof to her chin and rubbing it thoughtfully. “I do wonder who goes around and lights all the torches and candles in those places”.

“Well,” Spike said with a frown, leaning closer to the curved pedestal that bordered the platform. It was mostly smooth, aside from a few raised surfaces, and came to just above the height of their barrels. “Maybe it’s simple enough and there’s an ‘on’ switch? Or maybe it all needs a jump-start to get working again after being switched off so long. You know, like a hand-held game where the mana talismans have gone flat and need to be recharged with a zap from a horn”.

Twilight considered that, pacing along the platform and twitching her ears as she looked out over the cavernous space.

“Star Swirl did say that it felt like the magic had been ‘drained’ from this area. Maybe it was the same creatures we’re fighting now. We know they ‘eat’ magic to get more powerful, what if this technology was powered by magic, like my portal machine, and the Hollow Things drained all of the magic out of the place. Maybe there’s a big battery somewhere that just needs juicing up before it can start again?”

“That sounds almost too reasonable,” Rarity agreed, “and like it’s something we could do to get everything working again. But where would we find such a thing?”

“Well,” Rainbow said, rubbing the side of her head with one hoof uncertainly. “I don’t wanna sound like the dumb one, but when I want to find out if something’s attached, I normally follow the wires or the pipes”.

“Not a stupid idea if it works, Rainbow Dash,” Daring Do answered, and took to the air, flying around the other side of the pedestal. A few moments later, the four flyers were all flocked around the little platform, while Rarity climbed back down the stairs to floor level and examined the wall beneath. Lighting her horn, the alabaster unicorn peered intently at the walls as she noticed something. A set of narrow, parallel lines in the wall, going up to the platforms’ height. At her head height, there was a box on the wall, with what looked like a recessed cover on top. Humming in thought, she daintily poked the tip of her tongue out of one corner of her muzzle as she strained her telekinesis against the material, heaving with magical strength. With brief shriek of metal, it came free, and exposed a set of beautifully flawless, but completely dull crystals. Her sapphire blue eyes sparkled at the sight of such flawless gems, and she gasped.

“Come look at what I’ve found!” she called out with glee. “I think you had the right idea, Spike!”

The others came down to join her and expressed coos of admiration as they looked closer.

“They look like mana crystals all right,” Twilight said with a nod of satisfaction. Her more powerful telekinesis also removed the covers leading up the wall, exposing braided cabling running to terminal contacts on the crystals. “And these are Thaumaturgic conduits, just of a design much more efficient and complex than I’ve ever seen. This must be some kind of transfer box”.

Rarity mused with herself a moment; if the power sources were gemstones, as precious and flawless as these, then the source itself would have to be a much bigger one. And if anypony knew anything about finding gems…

Closing her eyes, she concentrated as her horn flared to blinding life, a pulse of magical energy radiating out in a wave from where she stood and across the structures around her. The shimmering outlines of mana crystals showed up across the surfaces, and to everypony it quickly became obvious that what Twilight had suggested was right; they were part of a wider, incredibly sophisticated network of conduits, wiring and circuits that routed magical energy throughout the complex. As Rarity’s magic hit the parked vehicles, Rainbow gave a whistle of awe; the whole machine was riddled with gemstones and conduits of all shapes and sizes.

But it was Spike the drew everyponies’ attention as he let out a sound somewhere between a laugh of delight and a moan of hunger. Below their hooves was outline a gigantic crystal, the size of a house.

“Oh my,” Rarity said in breathy awe. “I think I’ll call you Tom Junior.”

Hours later, night had fallen. The ponies had been at work for the whole rest of the day. The guardsponies, and even most of the ships’ crew and the Wonderbolts had been drawn into the business of uncovering and understanding the elaborate facility. In honesty, Twilight knew it would take three times as many ponies five times as long as they had to really, truly start to understand everything there. All the group she was with had managed to do was understand some rudimentary workings of the place. By charging the smaller storage crystals with magic, they had determined that individual systems could be reactivated, and established what many of them did. They now had a fully working elevator to the surface, smaller personal elevators that worked via some kind of telekinesis imbued into them, opening and closing doors, lighting and - much to Rarity’s relief and excitement - fully working air conditioning that seemed to be based on weather control. Likewise, the facility had running hot and cold water too, and communications systems of some kind, that sent their voices between various parts of the facility if more systems and crystals were charged.

Finally, there was just one last thing to do: take the plunge and charge the biggest crystal of all. As it was, this ended up with Twilight, Rarity, three of the guards and four of the crew standing in a circle around ‘Tom Junior’ in the powerplant room of the facility.

“And we just fire our magic into this crystal, Princess?” one of the guard asked. A stern and sensible, yet not unkind pony, Steel Shine was the second-in-command of the platoon. “And you’re sure it’s safe?”

“She’s already said it’s safe,” snapped Gasket Head, the irascible chief engineer from the Sun Chaser. Captain Bright Skies had ‘volunteered’ the unicorn for this mission, and he’d seemed unhappy about it from the beginning, though had been nothing but polite to the princess, even as he chewed a muzzle full of tobacco.

“Gasket Head is right, I promise you Steel Shine. And if anything happens, the others will pull us clear immediately. Right, everypony?” a chorus of affirmatives and nods from firm faces followed. Twilights’ friends were in the foremost row of those standing by with stern expressions on their faces.

“Be careful Rarity,” Spike said abruptly, fluttering out to hover near her face. The white unicorn gave a warm smile and nodded. “Of course, Spike. I promise it’ll be fine,” she replied as she gave him a brief nuzzle, and then telekinetically moved him away, gently.

“You too, Twilight!” he called as he was moved back, and settled on Applejack’s back. The alicorn in question nodded, and looked to the others around her.

“All right. I’ll start with a low level beam of magic. After twenty seconds, you all join in. I’ll keep my spell low powered after the first few seconds; I think keeping the flow steady is what we need.

“I’ll count you all down,” Rainbow Dash called out, hovering above the crowd, and with the same anxious expression as the rest of the onlookers. Holding up a timepiece she started counting back from five. On ‘three’ the hum of horns lit with magic filled the air, and on ‘one’ Twilights’ magic blasted into the gigantic crystal, a magenta glow filling the chamber. It persisted, and with a low bass hum, the crystal flickered weakly. Almost as soon as that reaction occured, Rainbow called out ‘Mark!’ and the others let fly.

At the centre of the conflagration of magical energy, the crystal began to glow brighter, the mingling auras from the unicorns feeding their magic into it swirling together into a brighter glow, taking on first the same blue hue as the airships’ engines, then glowing brighter, until it was a bright nova-white that hurt to look at. Everyone turned their faces away, closed their eyes, or shielded their faces as the glow grew brighter, casting everything into shadow as the hum grew to a rumble, and then a full throated roar.

“Just… a… little... more…!” Twilight yelled over the roar, and the grumbling shake that accompanied it. Trickles of dust fell from above until the sound drowned out everything and the flash burst into a flare that overwhelmed all senses.

Feedback burst from the crystal, knocking the unicorns to the floor. Everyone blinking spots from their eyes and shook their heads to clear the ringing.

Foggy-headed and addle-brained, Twilight shakily rolled to her belly and struggled to put her hooves beneath her. Fluttershy zoomed to her side, wriggling under one wing and quietly coaxing the princess to her hooves, while Pinkie Pie did the same from the other side. Applejack and Rainbow Dash did the same to Rarity, while Spike flitted between the pair. Twilight groaned, nodding as Fluttershy gave her a worried look.

“Twilight, are you okay? That looked pretty serious. You’re not hurt are you, that flash and the magic flashback; it could have really done some damage!”

“No kidding,” Pinkie added earnestly, looking into Twilight’s face with concern, and peering at her violet eyes. “You could have more screws loose than me if that blast scrambled your brains - and we need your brains, Twilight!”

“Thanks girls,” she said in a low, pained voice. “I’ve got one heck of a headache, that’s true, and I think I’m going to need to lie down for a long while in peace and quiet. But it looks to me like it worked”.

They turned and followed her eyes, the other ponies standing up to do the same. In the center of the room, the giant crystal glowed with a cozy, warming radiance and an angelic tinkling musical note of magic filled the air around it. Glyphs danced across formerly blank and smooth wall panels, and hovered in the air above curved dais around the room, fascinating all who looked on.

“Wow,” Spike said after a moment. “This is-”

“Awesome?” suggested Rainbow Dash, flapping upwards to pivot in place and look around the room.

“I think Rainbow hit the nail on the head,” Rarity replied, looking around with an awestruck expression, before wincing and putting one hoof to her head. “Although, I agree with Twilight too; I think that blast of feedback has switched my brains and my flank around. A good lie down in a dark room with a glass of brandy would be most welcome”.

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.

Battles

Twilight groaned as she rolled over and opened her eyes. Light streamed in through the flap in the front of the tent and she squinted, blinking, at the dust motes dancing in the bright shaft. Her heads’ insistent hammering agony had dulled down to a mere aching throb, which was a big improvement. A breeze rustled the treetops outside, and the smell of earthy jungle wafted in along with it. The sounds of birds and animals created an exotic melody, and it was almost enough to make her forget that the only reason she was here was not some idyllic vacation or an exciting study of ancient civilizations, but instead the first step on a course to find a way to save Equestria and all of its’ creature from a horrible fate.

Shoving the light jungle-weight covers from her body, the alicorn mare swung herself about, sitting up and sliding into all four hooves, before trotting out into the open in search of food and drink to quell the insistent grumble in her stomach.

The results of the work done late, late last night - or, rather, in the earliest hours of the morning - were plain as soon as she stepped outside. Flickering runes and glyphs glowed in many places. In others, they were hidden by jungle growth, or glowing lines of light marked the edges of fallen buildings. But the extent of the facility was visible, nonetheless. The supply of power had also activated two other elevators that were now being used to ferry ponies and cargo back and forth to the subterranean reaches of the place, which had now become home to a food station and the expeditions headquarters.

Stretching her wings and her neck, Twilight took to the air, flying a pony’s height above the ground, and then lazily spiralling down one of the openings for the large elevators into the cavern below. Calling voices and the ever present musical hum of energy flowing now filled the well-lit space, making it less oppressive, and more… clean, and welcoming. It looked sophisticated and complex, even to her well-educated and well-travelled eye, with glowing panels and smooth lines on every surface.

“Twilight!” Rainbow Dash called out as she set her hooves on the floor. “Check it out!”

The blue pegasus was with a small group of ponies clustered around one of the vehicles that was still intact. They had the transparent bubble atop its’ body open, and Rainbow was seated inside what they’d established to be the operators’ position.

“Rainbow!” she called out with shock, galloping over. “What are you-” she was cut off as the transparency slid closed. The other ponies stepped back quickly, and as Rainbow Dash did something inside, the craft reverberated with a low throbbing hum. A wave of air and force rushed out from beneath it, and it rose. Slowly at first, the weight coming off of the triple skids it rested on, and wavering slightly in the air. Dash grinned out at her from inside the operators’ position as the machine rose past Twilights’ own head height, the turbulence and magical wake ruffling her mane and tail. The machine spun slowly on the spot, rotating as if around a central axis until Rainbow had it back in the original position. She dipped the left and right wing, then the nose and tail, before slowly - and, much to Twilight’s surprise, being as how it was Rainbow Dash gently - setting it back down on the skids. With a whine, the hum began to wind down before shutting off, several external lights shutting off along with it as the canopy opened again.

“Pretty cool or what?” she said smugly with a grin. “I think I can get it to go even faster and higher! And the others all work just as well too!”

“What in the name of Discord’s buttcheeks are you DOING Rainbow Dash!” She yelled, flying up to land on the topside of the vehicle and glaring down at Rainbow Dash, whose eyes widened as she shrunk away. “These aren’t toys for you to show off with, this could be really important to-”

“Um, Twilight” a quiet voice sounded from behind her. “M-maybe you should lower your voice a little and perhaps listen for a minute”.

The purple alicorn paused at the sound of Fluttershy’s voice, looking back over her shoulder to see the yellow-and-pink pegasus standing on the floor of the chamber behind her, with Applejack and Pinkie looking on with concern. Rainbow had regained her equilibrium a little, and looked on with some concern, fluttering up out of the drivers’ position to alight next to Twilight. The alicorn sighed and lowered her head, before flapping to Fluttershy’s position, the rest of the team going back to their work. Twilight noticed, as she looked once more, that ponies were at work on the other three vehicles too, and all over the chamber. Daring Do in particular was working on the raised dais they had examined the previous day with several other unicorns from the group accompanying them.

“I’m sorry, Rainbow” Twilight said more quietly as the four of them moved aside. “It just seems like it could be messing with things we don’t understand, and that all of this is moving quickly”.

“It’s okay, Twilight. I was just proud of what I’d managed to figure out with everypony’s help, and I wanted to show you we’d made progress. I guess I was showing off too, because I was excited. Sorry if it upset you”.

Twilight shook her head. “It is impressive, you’re right. I guess I just let the ‘egghead’ in me get too aggressive. Sorry about that”.

“Things are moving fast though,” Fluttershy said, stepping into the conversation. “But if every creature in Equestria is at stake, then we’ll have to move fast. Even if it’s not what we like, or what we’re used to. If it’s for everyone elses’ sake, then maybe we’ll have to do some things differently”. She hung her head and winced, ears folding back and her wings drooping. “Even if it’s something we struggle with, or don’t like. If it’s for every other creature, then it’s worth it,” she said, frowning at herself and planting one hoof on the floor firmly. Applejack nudged her side with one shoulder, and the shy pegasus smiled at her friend, and received a nuzzle on the cheek in reply.

“Fluttershy’s right,” Applejack said in agreement. “Heck, things are goin’ so quick around here, and there’s so much new stuff it’s makin’ mah head spin offa mah shoulders.” She grimaced and pawed one forehoof against the ground. “This place is full of so much advanced magic and technology that I feel right like I’m left behind, and that I’d be better off back on the farm, where the most advanced thing is a cart wheel or a stove. But like Fluttershy says; if it’s fer everyone else’s sake, then I can deal with bein’ uncomfortable or feelin’ a bit outta my depth. Normally I’d be the one wanting to take a step back and look at everything logically too, Twilight. Y’all know that’s in my nature too - traditional is pretty much the Apple family way, and you can all attest to that. But we can’t afford to take time when there’s so much at stake right now”.

Twilight nodded with a resigned smile. “I know, you’re all right. I just wish we had time to find out everything about what happened here, rather than just looking for the next clue. After all, I think it’s clear that this isn’t the place we’re looking for. For a start, it doesn’t match what Star Swirl’s notes, or the journals he’d read said - this place isn’t far across the oceans, and is still - barely, at least - within the borders of Equestria. I think this is just some kind of outpost or facility, rather than where these Guardians are supposed to hide”.

“Although,” Rainbow Dash interjected, “I still think those thingies would be pretty useful!” she pointed back to the sleek craft. They were almost arrowhead shaped, like a sleek flying double-v, though with additional finned surfaces on the dorsal and ventral sides, and numerous openings and apertures across their surfaces. It was clear to all the ponies now that they were flying machines, but they were much, much more advanced than any kind of airship or aircraft in Equestria’s reach or understanding.

“I agree,” Twilight said, studying the one Rainbow had operated a few moments earlier intently. “And maybe we should put them to use for us, and for everypony else, too.”

Work continued the rest of the day. Twilight spent hours poring over books and journals selected by Star Swirl as those he’d read, and had helped him cross-reference information, what little of it there was. Thankfully in this task she wasn’t alone; she’d enlisted the help of some old friends from magic school in Canterlot to accompany her on the expedition to begin with, knowing that while her own knowledge was vast, even she couldn’t be everywhere at once.

Minuette and Lyra Heartstrings had been part of the magic-oriented side of the group, along with a few others recommended by them, and by Sunburst and Starlight. Together, they all concentrated on different parts of the facility.

With the three of them working and a quartet of scribes leads by Emerald Scribe, who had come personally recommended by Raven Inkwell and Celestia herself. Under the white unicorns’ direction, the team were working on Star Swirls own notes. The emerald-maned unicorn may have looked cute with the peach-coloured bow around her neck, but she was smart and dedicated, and had a razor-sharp mind.

Working together they had started to crack the language used on the glyphs all throughout the place. As they sat in companionable and earnest concentration arrayed in a group on the floor of the main cavern, cups of tea cooling around them and half-eaten daisy sandwiches, food wrappers and other detritus of constant work among the books and records, a jolt of shock went through them as Emerald Scribe stood up with an exclamation of ‘it can’t be that simple!’ and teleported with a flash to the platform that overlooked the cavernous room. The white unicorn looked intently at the glyphs as she stabbed at them flickering in the air with one hoof. As they shifted to a blue from their gentle green glow, the light was reflected in her glasses. Pursing her muzzle and whispering a silent thought, she swished her green tail and spoke clearly.

“New input language: test phrase, I am an Equestrian Unicorn from the city of Canterlot. We come in peace, and bring the magic of friendship in search of knowledge to save our people. My name is Emerald Scribe and our leader is Princess Twilight Sparkle, the element of magic and Princess of Friendship”.

There was a soft double chiming sound. What sounded like musical notes, rising and falling in an odd melody followed before distorted slurred words followed, repeating and altering into near recognisable phrases, until-

Input recognised. Please stand by, system reformatting to new language base, designated: Equestrian.

Error: No Lemurian Users found

Engaging wide field scan

Error: No Lemurians found

Warning: Hollow One threat found

6/6 Guardians Off-Line

Wide Field Scan indicates new dominant magical species under threat

New species present in facility

Enacting ‘Caretaker’ Protocols

Welcome Equestrians

Welcome, Princess Twilight Sparkle

With a burst and flurry of light, the glyphs all shifted into recognisable equestrian language. Twilight and the others looked on in awe, reading over the wealth of words now available to them; the sudden influx of knowledge and understanding spun their minds. It wasn’t a cavern, it was a hangar. They weren’t ‘ships’ or ‘craft’ they were Prowlers, that platform was the Hangar Operations Hub, that lead to the generator, that hatchway lead to the Operations Center. Which also sounded like somewhere really important to check out.

“This is, this- this is” Twilight stuttered

“Fucking awesome,” Lyra said, looking around with wide, gleaming eyes and a grin plastered to her muzzle. “Look at all this cool sci-fi stuff! It’s like being in the middle of a movie!”

“It… really is,” Twilight said with a grin beginning to grow on her own muzzle.

The others ran up as she stood, moving out from the circle of portable tables and sitting cushions laden with books.

“Twilight, what happened? Everything just changed into Equestrian, and the rooms started speaking to all of us!” Rarity said with some alarm, looking around at the hangar as she did so.

“I thought it was another pony!” Pinkie exclaimed. “But they wouldn’t tell me what their name was, or where they were hiding. They seem super helpful though, they keep trying to answer my questions, although they like to say ‘please rephrase this enquiry’ a lot.”

“Emerald Scribe figured it out from one of Star Swirl’s sets of notes. Something must have been set up a certain way, and now it’s been changed so that we can use this place. It’s going to help us a lot!”

“Well, ain’t that somethin’” Applejack said with a sense of satisfaction. “Any ideas on where ta find the information we need to get movin’ though?”

“The voice did mention something about ‘Guardians’” Twilight said. “Maybe there’s a way we can ask. There’s something called the ‘Operations Center’ that way. That sounds like the place to go”.

“Uhh, Twilight,” Rainbow Dash asked, nervously tapping her forehooves together as she hovered nearby. “While you’re all doing that…” she looked sidelong at one of the Prowlers nearby, the glyphs and runes floating in the air around it now reading in Equestrian.

Twilight rolled her eyes and smiled. “...Go on…”

Rainbow crowed a loud YES, and shot off toward the aircraft, leaving a rainbow trail in her wake, as the rest trotted through the door as it slid open, heading for the operations center.

The room had seemed a confusing mess of glyphs, runes and images earlier. Now, it had resolved into something that made more sense, albeit still overwhelming. Shimmering holographic images - not unlike the cutie map, or those created with unicorn magic - rotated above a large, circular table - again, not unlike the cutie map table - ringed with smaller glowing screens. Raised platforms or alcoves surrounded the central ‘table’ in the middle, each with their own seat or seats, and numerous other smaller glass table or work-surface like structures that now displayed numerous images or strings of information. Others lay darkened or inactive.

“Let’s look around, and see what we can find,” Twilight said with a firm curiosity in her voice. Her natural passion for learning and information had been awakened by the sudden influx of knowledge and information, and if there was an answer here, she was determined to find it. The five ponies and one dragon spread out, examining the various screens and platforms in desperate hope for a clue.

At one station, Fluttershy settled herself onto the comfortable, cushioned seat behind the raised machinery. As she sat in place, the work-surface lit up and projected words into the air above it.

“Good Morning, Operator,” she read to herself. Before smiling. So polite! “Well, good morning to you too, um, machine” she replied. The image shifted again, and was replaced with a series of boxes, each with different pictures in them. Frowning, the yellow pegasus leant closer. Each picture was like a simple drawing, rather than a photograph or painting, or like the moving pictures of a movie screen. They reminded her of street or store signs that showed what something was. Most of them weren’t obvious, but one looked like a speech bubble from a comic book. Maybe that would let her talk to the machine - or it to talk to her? She reached forward and swiped it with one forehoof. It turned green, and the images disappeared, replaced by a calm, gender-neutral voice that spoke as though only to her, despite there being nopony close to her enough to hear.

“Please state your commands, operator”.

“O-Oh, um… I’d like to know about this place, please”.

“Please specify, did you mean this command center, or the facility?”

“The facility!” she said firmly and brightly. Start big, she thought, and then get more specific!

“This facility is an outpost created by the Lemurian Bureau for Scientific Research and Cultural Studies, in order to observe local life-forms in this region and their development, specifically as it relates to Harmony, and the presence of high-tier Thaumaturgical Energy readings in this region. Following the Hollow Crisis, the facility was designated ‘Classified: Absolute Secret’ status, and was designated as a security outpost to guard said life-forms from Hollow Thing interference, and as a stepping stone should Hollow Thing traces be detected once more, and allow other creatures access to information to defeat them”.

“My goodness,” said Fluttershy, her head reeling somewhat from the information. “I think you should tell my friends all of this too, it sounds very important”.

“Affirmative, relaying broadcast to all stations-”

“No!” she said quickly. “Just the ponies - and dragon - in this room, please”.

There was a chirping sound she took to mean her words had been acknowledged, and the central hologram shifted, the lines blurring into the face of a creature she didn’t recognise. It looked… semi-equine, but with a longer, slimmer face. Fluttershy was reminded of the deer from the Everfree forest, or of a Hippogriff in their underwater form. The difference was the black markings on the face, and the long, slightly curved antlers or horns stretching back from the forehead, mingled with a short, rough mane.

“Greetings, ponies of Equestria. In concordance with Operator #3’s wishes, please observe the following information…”

The ghostly image repeated the information again, and then fell silent, not quite looking at them, but meeting their eyes as they looked at it in turn.

“Can… you tell us more?” Twilight asked, moving closer.

“Please state your queries,” the translucent apparition replied.

“What are you?” Applejack asked, looking closely. “Some kinda ghost?”

“Negative. There is no supernatural component to this unit. I am an autonomous magical construct with a holographic avatar, designed and constructed to operate this facility and act as a control and communication interface for all operators and personnel”.

“Ooooh, a new friend! And you’re super shimmery and glowy too!” Pinkie Pie said with a grin, leaning forward from where she now stood - despite nopony noticing how she’d got there - on Applejack’s back, waving her hoof through the translucent face floating in the air, twice the size of their own heads. “What’s your name? Do you have a name? Do you want to be friends?”

“This unit has no informal designation. Formal designation is Lemurian Virtual Interface Version 4.7. I have no desires or other emotions. Friendship is not a capacity I possess. However, I will provide you with all aid possible”.

“Lemon Virgil Inter-what?” Pinkie said, bouncing on her tail to reach the height of the hologram’s eyes. “That’s too long, can I just shorten it down to, hmmm” she put on a thoughtful face as she bounced before grinning and somersaulting in the air. “I know! Can I call you ‘Livvy’?”

“New designation accepted: Unit will now be known as ‘Livvy’”

“And I’m Pinkie Pie!” she called out with glee, before throwing her arms out. Streamers and confetti descended from the ceiling, along with the sound of party horns. From nowhere, a banner unfurled depicting a fairly accurate representation of Livvy’s holographic face and Pinkie smiling at each other, with ‘NEW FRIEND CELEBRATION’ written underneath.

“Error… does not compute” said the holographic interface, after the virtual image glitched briefly.

“Yeah, she does that to folks sometimes” Applejack muttered with a smirk.

“You said ‘Lemurian’” Rarity asked, stepping forward and looking up at the glowing face as it turned to her. “Is that who was here before us, what you look like - Lemurians?”

“Affirmative,” the holographic avatar replied. It shifted and disappeared, fading away to be replaced with a series of moving pictures, still images, and other visual representations. They showed creatures that looked not unlike ponies, and with the same kind of faces as Livvy herself. They ran, jumped, laughed, and did all manner of other things. Their horns glowed and they used magic, much to Twilight’s interest. They walked along vast and sophisticated city streets. Young Lemurians, old Lemurians, teenage Lemurians; Lemurian politicians, Lemurian scientists, farmers, and all sorts of other walks of life, before they whirled away in motes of light.

“The Lemurians were the original creators of this facility. They created this unit and interface, as well as all of its’ contents, and created the directives it follows”.

“Did… the Hollow Things wipe them out?” Fluttershy asked timidly.

“Yes”

Thick mist hung across the valley. It had seeped up in the early hours of the morning, before the sun had risen. Now, in the dawn hours, it cast everything into a low grey light, and the thickness of it muffled sound. It was hard to see anything more than a hoof’s-length in front of your face, and the landscape was only visible as shadows through the soup of misty vapours.

Pegasi could have cleared it away, but they held back. After all, the enemy were out there. The scouting parties had revealed that, crashing wide-eyed and blood-stained back through friendly lines at midnight, some of them dragging the others.

Where the railway line formed a natural border between the rolling low hills and woodlands and the managed farmlands surrounding Manehattan, the front line had been established. Barns and farmhouses had become fallback positions and rally points, stretching back miles into the city limits. Though, even those magnificent tall buildings were lost in the murky shroud around them now.

Stretching to a river bridge on one side, and to a tunnel a mile on the other, the land alongside the railway tracks was now an array of fighting positions and entrenched ponies and their equipment, facing the distant treeline, as they waited.

Anticipation had grown. Ponies had been roused in the early hours by bugle calls and shouts. Warm tea and campfire-cooked breakfasts had been passed around as bleary eyes stared out into the impenetrable grey. Reservists brushed condensation off of the lacquered rosewood and intricately etched brass and iron of their immaculately preserved but ancient rifles.

One small unit of Guardsponies sat at the edge of the intersection between the road leaving the forest, and where it crossed the railway tracks. Six of them in total, they had been pulled together as reservists to form a unit, and sat on the flank of one of the tanks that had been pulled out of storage along with their weapons. The great, hulking green-painted behemoth of metal squatted dead on the railway tracks, the stubby-looking muzzle of a cannon turned to face the tree line, while a tired-yet-nervous looking Earth pony stallion wearing a steel helmet looked out from a top hatch, occasionally sweeping the horizon with a pair of binoculars.

“He isn’t gonna see shit in this mess,” Cobalt Shift, the only unicorn in their group muttered. “Shoulda got the pegasi to clear it so we can actually see what we’re fighting”.

“You heard the higher ups,” the smallest of the group, a relatively slender Earth pony with a dappled red-brown coat replied. “Keeping the cover is good for us, wanna keep the element of surprise. An’ besides, if the pegasi are up there clearing the weather, they’re exposed! They might get hurt, and that’d leave us with no air cover!”

“Ahh, Peach Pit is just scared because his boyfriend is a pegasus. Give him a break, Cobalt. You’d be the same if you had someone up there or out here. Celestia knows I am; my fiance is further down the line”.

“She’ll be all right, Pitch Shift. You’ll see!”

The big blue stallion grinned at the smaller earth pony, Peach Pit and bumped a shoulder against him. “That’s the spirit, Peachy. Just you watch, once these things get a taste of real Equestrian fighting, they’ll come back begging for friendship!”

The four of them laughed, quietly, and around them, a few chuckles followed.

As they looked out into the murk with grins on their faces, the wind shifted, a brisk flurry stirring their manes and coats, and the cold forcing them to squint. As they did, something moved in the shadows, now visible as the mist thinned.

“Contact, contact! Stand to!” came the yell down the line. The wind died down to nothing once more, stillness reigning as the brief rattle of movement of ponies climbing into position and the tanks hatches closing fell away, swallowed by the silence.

Mingled amongst the outlines of bushes and trees, darkness moved and mingled. As ponies muttered, coughed or murmured, the still, early morning air was rent apart as a thousand throats screamed a war cry half-machine, half-animal.

A hundred hundred points of amber glowing light appeared, swarming and meshing as they surged forward down the slopes of the low hills, bursting through the forest as if it were nothing. Trees splintered to matchwood as titanic war-forms stampeded through it. The air was split asunder as swooping, diving aerial threats burst from the rolling banks of mist, while smaller - yet still huge - predatory forms loped and charged.

Ponies screamed and shouted. Whistles blew and bugles sounded. Officers called for order, even as volleys of fire reached out from the charging mass of Hollow Things. Explosions blossomed among the assembled ponies, incinerating swathes of their front lines. Hunching over, a unicorn screamed into a magic-powered telephone for fire from their cannon, positioned behind the lines on low rises.

Party Cannons might have been more common, but they had developed from these weapons, used to fight charging masses in bygone eras. Now, their wheeled carriages supported longer, smoother barrels angled for fire against charging enemies, rather than for raining colourful confetti. Lanyards pulled after powder was rammed, and with a deafening wham-wham-wham that shook the ground, the battery of guns sent forth their payload, the gunners already racing to action to load again.

Primitive as the guns were, they were no less effective for their brutal simplicity. High explosives mushroomed amidst the charging throng, diverting and breaking the thrust of their attack, and buying precious seconds. The Equestrian tanks, primitive and lumbering as they were with mana-battery engines and crude, hand-cranked turrets grumbled and lurched into motion on clattering tracks. Squat, green, and dumpy, it was no surprise the name had come to mind for Rainbow Dash’s tortoise. Pivoted in place on clattering tracks, the one nearest the rifle squad turned it turret with a squeal of metal, and then opened fire a heartbeat later with an earsplitting crash. Shot tore through the front ranks of the charging Hollow Things. More followed through the line, and a manic exuberance followed as the ponies saw that their enemy was not completely indestructible. Rallied and resolved, they took to firing positions once more, slapping the bolts of their rifles close. Volleys resounded up and down the line, rapid fire, shallow-throated crack-crack-cracks as the ponies of a unit fired in rapid succession. Hooves and horns rapidly worked bolts on the weapons, sending out sputtering second volleys; the bullets, however, were not as effective as the massive shot of the cannon of the tanks or mobile guns. A mere few shots caused any of the charging horde to collapse and crumple, and their return fire was far more lethal.

Ripping bursts sounded out through the air, like snarling hellhounds. Ponies were torn into ragged messes as they hit; thumping shots launched explosive, razor-straight beams of light sliced bodies apart with inhumane heat and precision. Screams and yells of pain and fear rose up, even as the tanks and artillery fired again, and again. And then the tide broke on the wall. The fighting descended into bloody hoof-to-hoof combat. Ponies screamed in horror as their lives were drained away. Others swore blind, swinging blades, or using their rifles and hooves as clubs to no avail. A tank rolled over one of the charging Hollow Things, crushing it into the ground, and firing point blank at another knot of the creatures, before one of the titanic machines volleyed missiles into it, blasting it into an oily black plume of fire.

In a fortified position a few hundred meters back, the commander of the battle line jabbered into another communications array, the mana crystal within flickering as the Hollow Things closed in.

“Pegasi, send in the pegasi! We’re being overrun, they’re getting massacred…!”

The mist swirled away under the force of a hundred wingbeats as formations of pegasus ponies surged forth from their concealed position behind the front. Carrying bandoliers around their barrels, they pulled cords and pins as they soared overhead, tumbling explosives onto the enemy below. The bombs detonated in rapid succession, sowing further discord through the Hollow Things assault, driving many back just far enough for medical ponies to race out and recover their wounded comrades, or for those not so grievously wounded to limp to relative safety. Then the fliers among the Hollow Things sliced in, tangling up close with the agile airborne ponies.

Bat-ponies and pegasi alike weaved and darted, striking out with hooves or firing weapons mounted on their harnesses through bite-activated controls. Others were drained of their magic and tumbled from the sky on now-useless wings to crumple against the ground. Others ran, using their speed and agility, or wove and dodged in acrobatic manoeuvres, the few luckiest outturning or outwitting their pursuers.

Cannon fired again, and again, before the titans return fire silenced them, though at the cost of one of their own as all cannon and the surviving tanks massed their firepower against it. Tanks exploded or lay immobilised, one swarmed with Hollow Things was smothered in rifle shots, picking off two of the smaller beasts, until the would-be saviours were swarmed, and the tank in turn put the screaming, gurgling ponies out of their misery by despatching the Hollow Things with a blast from its’ gun.

And so on, and so forth, and so on, until the ground was a ragged, plowed mess with the detritus and debris of battle. Through boredom, a change of heart, or - most unlikely of all - victory by the guards ponies, the Hollow Things turned, retreating to the woods, the live among their numbers slinking and flowing back into the shadows that had spawned them.

The mist had finally cleared, blown away by the pegasi, many of whom now lay as twitching or broken heaps on the ground. More lay still or unmoving, among glassy-eyed comrades of all pony kin.

Staggering phantoms rose from the battlefield, sobs and wracking moans echoed on the air, as the cold autumn sun beat down on the scene below.

“They’re gone,” a blue pegasus said as he alit atop the ridge of a farmhouse roof, looking to a brown-and-tan fellow alongside him. Both of them were dirty, tired, and wounded. “D’you think… think we beat them, Stonemane?”

The more svelte and slender of the two, the painted stallion shook his head, his black mane escaping in curls and locks from the damaged and torn fabric of his protective flight suit, and one blue eye showing where one lens of his goggles had been shattered.

“Not a chance, WolfStar,” he replied to the more burly blue pegasus. “Look at this place,” he said, gesturing with a wing at the dead, dying and wounded. “This was only their first attack, and our first battle… we were lucky”.

Twilight turned the device over in her magic as she sat on her haunches outside the facility’s confines on the surface. The four Prowlers had been raised on one of the facilities’ elevators, and stood gleaming in the sunlight. Rainbow Dash and her friends stood around them, aweing at Dash’s tales of her exploits, while Spitfire attempted to wring a proper briefing on their abilities out of the prismatic-maned mare. The alicorn gave an idle smile at the display; it was reassuring that, amidst all the insanity going on, that her friends were still themselves. That was increasingly proving to be something she could rely on at least, when so many other things felt like they were falling apart. The revelations from Livvy the previous day still haunted her after Fluttershy had asked the machine - as she now understood that was what it was - to divulge its secrets. It could have spoken for hours more, and indeed; Twilight could have listened for hours more. But there were other things. In the end, it had instructed her and her other unicorn companions on the use of these portable units that each contained information she had ‘downloaded’ onto them, allowing them to become portable sources of knowledge. After all, the Guardians were not at this location, and their task was growing ever-more pressing in her head.

Especially after Spike had delivered the last message from Celestia and Luna. The first battle with Equestria’s resurrected military had been fought. Almost eighty percent casualties across a force of hundreds. Tens of fatalities, many more wounded who would never live the same again, either through exposure to the Hollow Things or their wounds. Their weapons had had only marginal effects, and their tactics would need to be much, much better to be effective.

And worst of all, what little victory they’d secured was a feint.

The thrust of their advance had seemed to be toward Manehattan. But in the end, it had been a decoy. While the army was engaging outside Manehattan’s suburbs, the Hollow Things had split their forces. Smaller settlements had been ravaged. Foaledo, Windsoar, Hollow Shades, Stableford, Mare’s Rest and Colton Peaks had all been swept aside, with ponies fleeing into the interior of the country in the direction of Ponyville and Canterlot to escape the ravaging horde. The bridge across Dock Lake had been blown to prevent it’s access to the Hollow Things, and trains ran on restricted routes to prevent them being overrun or destroyed.

The message painted a grim picture.

She looked at the device turning end over end in her magic; it didn’t look like much: not much bigger than one of her spellbooks, and composed of the same rigid, yet plasticky material that most Lemurian technology was made of, with metal fasteners on the outside here and there, and flat crystalline surfaces elsewhere. It contained the information they needed to guide them toward Lemuria itself, far across the Celestia Sea, and well beyond Mount Aris, Abyssinia, or anywhere else they’d ever been.

Rousing herself, she stood and trotted to where Rainbow Dash was finally comparing the points of the Prowler’s flight with Spitfire, who had also piloted one of the machines - with, to her eye, as much aplomb if not more than Rainbow Dash.

“I’m not disagreeing, Dash, just saying that I think it’s more a case of finesse than brute force with these machines. It’s not your body you’re pushing to fly, it’s a machine. Treat it the same way or try and fly it the same way, and you’ll end up hurting it, and yourself”.

“No way, flying is in the soul, and in the cutie mark. I know how to fly, it’s part of me. And I’ve been flying this thing through feel, and it’s done everything I need it to. I’m sure I can push it further, just watch!”

“Rainbow,” Applejack cautioned. “Remember, we gotta keep these things in one piece so we can use ‘em to help ponies. You pushin’ it too hard might stop us from doing that. We only got four of ‘em, and y’all heard what Livvy said: she can’t make more for us right now, only some spare parts and pieces if we break ‘em a little. And whatever goes in their weapons, too”.

“All right, all right”. Rainbow conceded grumpily, folding her arms over her barrel with a scowl. “But when this danger is through, we’ll see, all right?”

Spitfire rolled her eyes and smirked. “All right, Crash.You’re on; as soon as we get back from this thing, I’ll race you.” She relented and even smiled. “You’ve got an infectious sense of adventure, you know? Maybe it would be good to fly with you for once when it’s not a show, or for some other purpose. Just for fun, for once”.

Rainbow Dash grinned and returned the smile to her superior in the Wonderbolts. “I’ve always wanted to fly like that with you, ma’am, and now I’ll be looking forward to the chance”.

Thunderlane grinned. “I’ll take bets on who wins! I’m putting my bits with Rainbow Dash”.

Spitfire offered him a mock-hurt look. “Hey, is that what loyalty is these days? All that training and instruction to get you where you are, and you go with this skinny piece of flank? I’m not done with yet, you know”.

The stallion blushed and stammered as Spitfire wiggled her rump at him, resulting in laughter from the small group. It felt like a relief after the thoughts that had been chasing each other around their heads, and Twilight’s in particular.

The moment of levity was interrupted as the sky resounded with a crack like one of Dashes sonic rainbooms. The blue mare and Spitfire traded glances, before turning their eyes skyward.

“What in the…” muttered Spitfire as something seemed to be dropping toward them, leaving a wide white contrail in its wake. All eyes followed upward, watching with curious interest as several smaller objects split from the large one, leaving their own contrails as they dropped earthward. Twilight squinted, shielding her eyes with one hoof and lighting her horn, casting a spell to enhance her vision. It immediately sharpened into pin-point clarity.

She let out a yell of alarm; the biggest thing had the unmistakable look and shape of a Hollow Thing; they charcoal-grey carapace overlined with hexagonal red, the mechanical/insectoid features and jet-black mass. She had no idea what the smaller objects were, but they too looked mechanical and were dropping this way; it didn’t take a leap of the imagination to work out they were some kind of bombs.

“Run!” she screamed. “Scatter, everypony! We’re under attack!”

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.

This chapter also features the first cameo of a couple of my friends' pony OC's! Thanks to their owners and creators for letting me feature them.

Sacrifice

The bombs whistled ominously as they sailed downward, fins steering them almost lazily as they fell from the sky. Thunderous explosions blossomed across the plateau. Fountains of black smoke and dirt erupted, showering the expedition and sending smashing waves of concussion over the ponies.

Thrown to the ground, ears ringing and shaking clods of dirt out of their manes and tails, ponies slowly and groggily bought themselves to their feet. Twilight gathered her wits and looked toward the skies, squinting and blinking her eyes to clear them as black shapes slashed through the skies. The darting, sleek and sinister shape left white contrails from its’ wingtips as it angled around in a steep bank, diving back toward the plateau. Twilight’s instincts took over, and with a flickering flash, she teleported across the plateau, gathering the small groups of ponies, before engulfing them in a glowing purple shield. Rarity, Lyra, Minuette and Emerald Scribe did the same, less the teleports. Glowing shields flashed as rattling weapon-fire rained down on them, sending more fountains of dust and dirt into the skies, before the machine flashed past. The second one circled overhead and sliced in on an opposite course to the one that had strafed them. Large black shapes detached from it, this time altering their course and shifting position. Limbs extended and eerie semi-mechanical howls and cries reached them on the ground.

“Incoming!” Applejack yelled out. “Looks like we’ve got company!”

“And I don’t think they’re here for a party… meanies!” Pinkie lamented, looking up with a grimace as the Hollow Things dropped toward them.

“What should we do, Twilight?” Fluttershy asked, her eyes wide with panic. “Can we stop them, or-or get away?”

“They’re just going to let us run,” Applejack said with a grimace. “I don’t reckon them bein’ here in the ass-end of nowhere where we are is any kind of coincidence. Somehow, they found out we were here too, and they don’t want us here. We try an’ run, they those flyin’ things will tear the Sun Chaser out of the sky”

“Whatever happens, we need to regroup,” Twilight said with a grimace. “Stay close!”

With another surge of magic from her horn, Twilight group teleported the small group of her friends together with Rarity and the other unicorns, merging their shields into a larger dome, huddling near the Prowlers. The Hollow Things hit the ground and dashed forward, galloping toward them, red lighting flickering across their shapes as they closed distance. Once again, the alicorn could feel that draining feeling on her energy, like cold weather pulling the energy and life out of her body, but more intrinsically personal and wrong as the creatures siphoned her magic and that of her friends away. The pod-like modules on the sides of their bodies opened fire with ragged, earsplitting tearing sounds, smashing against the beehive-esque shield she and the others had layered from their magic, shattering one outer layer.

“Princess,” Spitfire said firmly, stepping in front of her and looking her square in the eye. “We need to counter-attack, or else they’re going to win. I know it’s not usual for ponies to be aggressive, least of all the Princess of Friendship. But if we don’t do something, then this quest is going to end here”.

Twilights’ face faltered for a moment, before she nodded firmly. “You’re right, Spitfire. Thank you. '' She looked to the Prowlers, and then back to the golden yellow pegasus. “The Prowlers; use them - they’re our best weapons right now. Get rid of the flying ones, even if we can’t deal with the others. My friends and I will get everypony else aboard the Sun Chaser, and try and drive off or at least lose the ground-based ones”.

“Yes, Princess!”

Spitfire rallied the Wonderbolts, short sharp commends gathering them to her side. With a firm nod, they separated from the main group.

“Twilight,” Rarity said breathlessly. “What about the ponies still in the facility? Daring Do and the others? We can’t just leave them on their own, surely?”

“Crap,” muttered Twilight. “You’re right, Rarity.” She hesitated, looking between the Sun Chaser and the open mouth of the elevator leading to the facility below. “We’ll have to split into two groups. Rarity, Rainbow Dash, Fluttershy; you get everypony here aboard the Sun Chaser and make ready to cast off. The ship won’t survive long if it’s just sitting here. Applejack, Pinkie, Spike; you come with me and we’ll clear the facility, and see if we can find some way to communicate with Spitfire and the others in the Prowlers too”.

Rarity gave a firm nod, quickly directing the other unicorns around her to keep their shields raised as they moved, before the group galloped in the direction of the moored airship, hooves drumming against the paved surface. Weapon impacts blasted the ground around them, showering them with a rain of dirt and debris. One of the guardsponies running with them was nicked by a lance of blue energy, slicing through his flesh like butter and hamstringing one rear leg. He crumpled and slid, until Rainbow Dash stopped and hooked herself under his foreleg, Fluttershy on the opposite side, the pegasi helping him hobble to the gangplank, the pair of them wavering as more explosions fountained around them. Cut off from Rarity’s group and with Twilight’s already on the move, the trio were isolated in the middle of the battlefield.

“Fuck!” Rainbow Dash snarled as she looked this way and that, trying to find a way through that wouldn’t expose them to even more fire. Fluttershy gave a strained whimper as she did the same. The guard; a unicorn, had passed out from his injuries.

“C’mon Fluttershy, we’ve gotta move!”

“R-Right!” she followed Dash struggled into the air, flying awkwardly with the weight of the guard and his armour supported between them. More shots cut through the air around them, close enough to singe the hair on their manes, and with a scream, Fluttershy dropped, leaving Dash to struggle with the guards’ weight and to follow her friend to the ground in an effort to protect her.

“Captain!” Fleetfoot called out. As Spitfire looked around, she followed Fleefoots’ pointing hoof toward where Dash and Fluttershy were huddled behind a chunk of debris.

“”Shit,” muttered the Wonderbolt leader. “We can’t just leave them there, they’ll get torn to shreds. Go, get them out of there and onto the ship. I’ll get the first Prowler in the air and give you some cover!”

The other Wonderbolts took flight and flashed across the open space toward the isolated trio of ponies, while Spitfire turned her back and leapt into the air, using her wings to propel herself that much further. Landing neatly in the Prowler’s cockpit, she quickly started the machine, strapping herself into its’ seat carefully. She ran through the routine she had learned in only the last day; the lack of her own familiarity terrified her, but what else was there? The Prowlers were their best, and so far only, way to strike back against the Hollow Things, and if they were destroyed here along with the expedition, that would all be lost.

She hit the controls that powered the machines engine, and the ripple of of air and energy rushed outward, sending dust swirling around and the stalks of grass and weeds waving and rippling. The arrowhead-shaped craft lifted up vertically, nose tilting toward the sky. It wobbled under the mare’s inexpert control as she felt her way through flying the craft. The engines at the rear glowed blue as they fired and gained thrust, propelling it forward and upward with a grumbling roar.

In the complex below, Twilight, Spike and Applejack ran themselves ragged; the princess flashed through the rooms of the complex in a series of rapid-fire teleports, warning the ponies left inside. Applejack galloped through the corridors gathering the ponies Twilight had warned and alerted, and directing them toward Spike, who gathered them on the elevator.

There was panic, shouting and screams; ponies were, as always, easily scared and panicked - it seemed to be a natural disposition for them as a whole.

Even as Applejack and Spike had everything under control, Twilight rushed into the control center, Livvy springing to life as she did.

“Hello Princess. I have determined that this installation is under attack by Hollow Things. All defences are currently offline. Recommended course of action is evacuation while Prowlers engage.”

“That’s what I came to talk to you about, Livvy; we’ve evacuated everypony to the surface and they’re boarding our airship now. Spitfire and her team are in the Prowlers now, but we have no way to talk to them. Is there anything you can do?”

“There is,” Livvy replied. “Please follow the illuminated markers; you will find mobile communications sets that you and your friends may use to communicate with the Prowler, one another, and myself. To use them, say the name of the individual you wish to contact, and end your communication with ‘over’.

Twilight followed the illuminated markers leading to a small storage room away from the main control hub. Storage lockers, cabinets, chests and crates lined the walls. An illuminated panel shone an arrow next to one particular storage cabinet, highlighting it to Twilight’s attention. She opened it, and inside were several sets of equipment in holders. She quickly worked it out; two small black devices in a hard plastic-type casing, neither bigger than a large coin. One clipped to the soft curve of her ear, the other somehow adhered to her throat and picked up the vibrations of her speech. Very elegant and simple, but effective. She quickly attached one set to herself using her magic, and then galloped away, searching for Spike and Applejack as she spoke in a breathless voice.

“Spitfire! Can you hear me?”

In the cockpit of the Prowler, Spitfire was getting to grips with the machine. Her experience of flying it so far had been limited to mostly sedate, gentle patterns to test her understanding and get a feeling of it. She’d found that the more she flew, the easier the craft was to adapt to, almost as if it was learning from her and adapting based on her reactions and performance. By now, she was growing more confident and daring - which was just as well, as the Hollow Things airborne fighting machines were taking an interest in the Prowler. So far, she managed to keep at goodly distance away from them, mainly by flying evasively, but being bold enough to keep their attention; she hoped that this would keep their attention on her rather than the Sun Chaser and the ponies aboard it. The airship might well be Equestria’s most advanced one, but it was still pathetically primitive compared to the Hollow Things and the Prowler, and had no chance of defending itself.

When Twilights’ voice sounded in her ears amid the almost musical tones of the cockpit and the aircrafts’ system, it made her virtually jump in shock and surprise, and almost made her lose control for a fraction of a second, but the pegasus was too well-trained and too experienced for that. A sudden burst of noise wasn’t enough to throw her into completely screwing up.

“Princess?” She said with surprise at hearing the alicorns’ voice. “How did you-”

“Livvy gave us some equipment that lets me talk to you, and all of us to one another. But never mind that now; what’s going on up there?”

“Dash and Fluttershy got separated from the group with a wounded guard. I sent the rest of the ‘Bolts back to get them; Everypony else is on the Sun Chaser, but they haven’t cast off yet. I’m not sure why, but these flying things could cut them down in a heartbeat if they wanted to, I’ve been trying to keep them off the ship as much as I can, but there’s the ponies on the ground to deal with too. How’s things down there, Princess?”

Twilight had found Applejack, Spike and the small group of other ponies that were left in the complex, they had massed in the hangar, at the base of the elevator, waiting on the platform. There were only five altogether, which eight of them total. It was a big group, but Twilight thought she should - should - be able to teleport them, although it would drain all of her magical strength to do so. But taking the elevator up would leave them exposed.

“I’ve found all the ponies we have down here, There’s eight including Spike, AJ and I. I’m going to try and teleport us directly to the Sun Chaser, I should be able to manage it, although it’ll leave me pretty short on magic. Where are Fluttershy and Rainbow Dash?”

Rainbow Dash huddled down, pressing Fluttershy and the still unconscious guard pony into the ground. She’d found them some scant cover in a low depression in the uneven terrain, but the Hollow Things on the ground were stalking closer, caught between attacking them and the airship, which still floated at anchor, for some reason neither casting off nor moving away. Weapons fire still seared over their heads, and more than once they’d been showered by debris and rains of falling earth, blasted skyward by near-misses. Thankfully, it seemed for all their advanced weaponry and firepower, the Hollow Things were poor shots. Though, the nature of the majority of their weapons meant that ‘near miss’ was usually good enough. And they need only pin them in place long enough to reach them and then drain them of their life-force and mana with ease. After all, a wounded pony couldn’t run or fly away.

Already she could feel the drain on her, the leeching of her strength, like a deep tiredness and an ache in her bones and muscles, like she’d been flying and working hard for seven days straight with late nights and early mornings. It had the same effect on her brain as tiredness too, clouding her mind and awareness, descending like a fog on her. Fighting against it took as much effort as it did to summon her energy to stay on her hooves. From Fluttershy’s whimpering too, she could tell her long-time friend felt the same effects.

There was a flurry of small explosions and concussive impacts, the fluttering snap of wings against air and the rush of it around them, and the reassuring smell of mare and stallion filled her nose. Looking around in surprise and shock, she found herself surrounded by the blue and gold fabric of Wonderbolt suits, and looked up into Fleetfoots’ face, the normally serious mare giving her a grim, tight smile.

“Hey Crash, Captain didn’t want to leave you here on your own. So, thought we’d best come and give you a helping hoof. Can’t let you give the Wonderbolts a bad rep now, can we?”

“Fleetfoot, you guys! Took your time getting to us!”

She smirk and raised an eyebrow. “Well, if you're that upset with how long we took, then maybe I'm so offended that we should just leave..”

“DON’T YOU DARE,” Fluttershy virtually growled, grabbing two handfuls of her suit with both hooves, and a manic look in her eyes. Fleetfoot looked slightly terrified, but gave her a reassuring pat, that seemed to settle her down.

“How did you get past the Hollow Things?” Dash yelled above the noise. The pegasus pointed to the empty bandoliers around her barrel. “We had some grenades, battle-issue for Wonderbolt and Guard pegasi. Took all the ones we had just to drive those things off, and I’m not even sure we took more than a couple of them out. Now we’ve just got to make a break for the Sun Chaser. Problem is, they’re between us and the ship, and we’ve got nothing else to distract them with”.

“The Prowler-”

“Spitfire’s already fighting with the airborne ones, and doing her best to keep them from getting to us; it’s only her up there, and Princess Twilight had to go back into the complex to find the others. We’ve only got a few minutes at best to come up with something, and right now, any ideas would be good ones”.

“A distraction, huh?” Rainbow thought to herself, before wriggling on her belly to the edge of the small depression in the ground and raising herself above it just enough so that her polychromatic mane, eyes, and ears could get above the lip of the little dip in the ground. She gave a glance around, blinking dust out of her eyes. As Fleetfoot had rightly said, the Hollow Things that had dropped to the ground from above were prowling between where she and the Wonderbolts were, the Sun Chasers’ position, and the elevator, making the expanse of ground in-between a no-man’s land. The plateau was quite large, and so the distance between each place was relatively large, meaning that there was a large expanse of open ground with little-to-no cover to speak of that a pony - or ponies - would have to cross. And they didn’t have anything like the kind of weapons that the Hollow Things possessed to give any kind of covering fire. But there was one thing that might work as a distraction…

“I’ve got an idea, but I’m gonna need some room - and you’re gonna have to be ready to move real quick when it goes off!”

“All right,” Twilight said firmly. She’d distributed the communications gear to Applejack and Spike, and the update from Spitfire had given her an overall idea of the situation and how things stood, and that had helped her with cooking up some kind of plan, but it was still… lacking.

“I ain’t sayin’ it’s a bad idea,” Applejack said with a grimace. “An’ as it stands, it’s the only idea we’ve got so far, and it stands the best chance of gettin’ most of us to safety. But it leaves us vulnerable. Unicorn shields are the only thing that’s been shown to hold ‘em back for any length of time, and if y’all are gonna be outta magic, even with Rarity an’ the rest using their magic it ain’t nearly gonna be equal to an alicorns’ magic”.

“And those things are still out there!” Spike added with a pleading expression. “Even if we get out there and to the Sun Chaser, we’ve got nothing to stop them with. I mean, they eat our magic, and they have laser beams and rockets and stuff. Spears and swords aren’t really gonna do it”

Twilight pursed her lips and stomped one forehoof in irritation, giving a thoroughly equine snort of irritation. As much as it galled her, Spike was right. If only they had some better way!

“I know it’s not ideal,” she said bitterly, “but it’s all we’ve got! We have to get these ponies out of here, or else there’ll be nowhere to run to, and no way of carrying on. We have to get to Lemuria, and the Sun Chaser is the only way we have to get there. The Prowlers can’t fit all of us, and there’s no other transport here.” The purple alicorn took on a firm expression, and Spike and Applejack exchanged a glance and nodded, taking on similarly firm expressions.

“Alright then, Twilight,” Applejack said with a nod and a grim expression. “Whatever happens, we got your back. We’ll make it work!”

“We all will,” One of the other ponies said, squaring his shoulders and nodding. “All of us are with you on this, we’re all fighting for Equestria!”

Twilight gave him a brief smile of thanks and a nod, and then charged her horn, the aura of glowing magenta magic blazing brighter around the spire on her forehead, and expanding into a furious storm of magic that overpowered the lights in the hangar with its’ brilliant intensity. The energy swirling around the group of ponies stirred their manes and tails and sent dust and small objects flying even as Twilights’ face screwed up in furious concentration, before with a cannon-like CRACK of displaced air, they all disappeared.

On the surface and a few moments earlier, Spitfire had finally got the attention she was looking for, and it wasn’t something she was glad of. She smoothly twisted the Prowler into a shuddering wingover and dropped the nose toward the surface of the plateau, skimming the steep sides of the upthrust finger of rock, stirring the leaves on the jungle trees with the wake of the Prowler as it dropped toward the earth. Weapon fire blasted craters in the ground as it lashed down either side of the speeding aircraft. The pegasus was an expert in flight, and she translated her innate skill to the art of piloting the sleek, sophisticated flying machine, carving a steep banking turn through the skies, leaving a streaking white contrail in the skies as she reversed course, turning inside the pursuing Hollow Thing aerial fighters. As they struggled to turn to match her manoeuver, she pulled up, gaining height and power. Rolling the Prowler vertically, she inverted course and dived as the airborne monsters climbed to meet her, all spikes and points gleaming in the sunlight. Strobing weapons fire lashed past the Prowler, and it shuddered under impacts, streaming grey smoke and debris briefly, before Spitfire hit the weapon controls as glyphs glowed green in her vision, projected on the inside of the canopy. Her hoof hit a control, and twin ripping bursts of fire streamed from the nose of the craft, the pulses of firepower tearing into the lead of the two hostile creatures. Debris streamed from the biomechanical craft, before it exploded in a dirty fireball. The second of the pair continued its’ climb, slashing past the diving machine, before deliberately stalling at the top of the climb and reversing into a dive, gaining power from the dive toward the ground, while Spitfire fought momentum to pull the nose of the Prowler toward the skies. Weapons fire plowed into the earth and jungle around the Prowler, flames spreading from the impact points as the sleek fighter surged skyward on the azure glow of its’ engines, the golden-coated pegasus pulling back on the controls and easing the craft inverted. The Hollow Thing aerial fighter was almost directly below as it pulled out of its’ own dive, and Spitfire activated more weapons. A dorsal turret popped out of a retracted position, aiming directly down to pepper the hostile fighter as it was starkly visible against the green canopy of jungle below. Lancing bolts of energy flashed from the twin barrels of the energy weapon, punching holes through the armoured carapace of the enemy, before it brewed into a smoke-wreathed fireball and plunged into the jungle below, digging a furrow a half-mile long before it exploded as it came to rest.

At the same instant as Spitfires’ aerial dogfight, things aboard the Sun Chaser were not going well. Rarity and Pinkie had rushed below the decks to find out what was taking so long to cast off, and the results had been alarming.

“What do you mean there’s no power?” Rarity said, aghast. “We have to get out of here, we can’t beat all of those beastly creatures, especially not without losing more of our own ponies. Can’t we charge up the engines again, like we did when we left Canterlot?”

The gruff unicorn in charge of the engine room shook his head. “We tried already, Lady Rarity. Seems like those magic-sapping buggers out there are doin’ something to the engines. Every time we try to charge ‘em, it just gets sapped right out of the engines. We’re gonna need to drive those things off, at least for a few minutes, before we can charge the engines enough to get outta here”.

“So we’ve got to find a way to get the nasties to stay away from us for a while so we can get the ship out of here? Maybe if I hold them a distraction party it might work! Even they couldn’t resist the lure of a cake and a party in their honour. And it’d definitely be distracting, that’s for sure”, Pinkie said, rubbing her hooves together with glee.

“How would you even get past them, Pinkie? And what if they attacked you, you’d be all on your own! It couldn’t possibly work, darling, despite how brave it is”.

“I know, Rarity,” the pink party mare said with a slump of her shoulders and a sigh. “But I can’t help but feel useless in all of this. I really want to help everypony”.

Rarity sighed softly and patted the pink ponies’ shoulder. “I know, darling. But you know as well as I do that you always come through for all of us. It might not seem like it right now, but you always pull us together when we need it, and pick us up when we’re down. It might not be right now, but you’ll have your moment.” She gave a firm nod and rested one hoof on her shoulder. “Right now, Pinkie, everyone needs to see the brighter side, and a way out of this. They all need somepony to keep them focused, and stop them from panicking - and I don’t know a better pony than you for that”.

Pinkie’s expression faltered, her big blue eyes looking lost and almost childlike for a moment, before she set her lip firmly and gave a short, determined nod. “Okay,” she said in a firm growl. “I’m gonna party the heck out of those ponies, and their spirits will be so high that the airship will be able to fly on them!”

“Try anything you can,” she said to the engineer stallion as she ran for the door to the upper decks with Pinkie hot on her heels. “I’ll try and do something to get those things away from us!”

As Rarity reached upper decks, Twilight and the rest appeared in a blinding flash of light and a cracking concussion of sound. The teleport, drawing as much as it did from Twilights’ magic and power, had been messy and off-aimed, and as such the group of ponies fell a short distance to the decks of the Sun Chaser, landing in a tangled heap. Others around moved to help them up, while Applejack and Spike helped Twilight to her hooves, the alicorn a tottering, bedraggled mess, her eyes rolling and fluttering open and closed, small sparks of mana discharging from her horn in sputtering pops and hisses. Rarity gasped and quickly moved to her friends’ side, propping her up from one side, while Applejack held her up from the other.

“My goodness, what in the…!”

“She strained herself too hard, teleportin’ all these ponies with no line of sight. We’re lucky she got us only a foot up, and not a hundred feet up. Though, not to say I ain’t grateful, nor impressed. She did a damn good job, but she messed herself up doin’ it; she needs help!”

“We’ll get her to her cabin and onto the bed; but what now?! Rainbow Dash is still out there with Fluttershy and the rest of the Wonderbolts. And if that wasn’t bad enough, the ships’ engines won’t work because of those things draining their magic. I was hoping Twilight might be able to find a way to charge them anyway, but…” she looked to the alicorn as she slumped between them, giving a gentle moan.

“Buck me,” grumbled Applejack. “It never just rains, does it? We gotta find a way out of this fix. At least Twilight got us these-”

Applejack lifted her hat off with one hoof and rummaged in it, producing the communications sets, passing one to Rarity. The white unicorn looked at it curiously, suspending it in her telekinesis - which, she noticed, was getting harder to summon up.

“Well, they’re very nice pieces of jewelry, darling; very avant garde; but I don’t see how-”

“They ain’t jewelry, Rarity,” Applejack said patiently, rolling her eyes as she helped her move Twilight below the decks and into the cabin that had been set aside for the Princess.

“They’re some kind of communications thingy, let us talk to each other, Spitfire, and Livvy. Been helpful so far; shame we can’t get one to Dash”. The orange coated mare grunted as they slid Twilight, still muttering feverishly and sagging in her fatigue. Rarity telekinetically pulled the covers up over the recumbent mare and turned away.

“I’m sure she’ll be fine, darling,” Rarity said quietly, turning a knowing and warm look on the earth pony mare. She turned her emerald eyes away, a twinge of guilt washing over her at her feelings being so readily on display. “She certainly knows how to take care of herself, and she wouldn’t let anything happen to anypony else, either.”

“Rarity’s right,” Spike added, fluttering over to pat Applejack’s neck reassuringly and offer her a hopeful smile. “Rainbow’s probably the toughest mare any of us know. Who knows the number of times she’s got herself out of a jam and come out on top. I’m sure she’s out there looking after Fluttershy right now”.

“Dash, this idea is insane!”

“That’s why it’s gonna work!”

“That doesn’t even make sense!”

“Pff, that doesn’t even matter. Just make sure you’re ready Fleetfoot!”

The mare groaned and muttered to herself, but turned to ensure that the rest of the Wonderbolts were ready to move Fluttershy as soon as Dash pulled off her distraction in order to move them, despite the reservations she had about the idea to begin with. For her part, the sky blue pegasus tensed into a pounce, wings spread and ready to take flight. As she did, she adopted the characteristic cocky grin across her muzzle. She had this; after all, she was the best, and with Equestria hanging in the balance and ponies lives at stake, she had to be the best. After all, what else was there. It may be the highest of stakes and most dangerous of dangers. But for Rainbow Dash, that was where she thrived. She’d do it, because she had to, and because it was what counted.

“Rainbow Dash!” Fluttershy called out, eyes wide with fear and worry. “Be careful!”

“I got this, Fluttershy,” she called back with a confident smile and a wink. “Trust me”.

The yellow pegasus grimaced but nodded as Dash tensed herself back, and then launched into the air, riding her characteristic rainbow contrail as she accelerated at high speed, gaining altitude rapidly.

The sudden rainbow burst alerted everyone on the scene to Rainbow’s ascent into the skies. In her cockpit, Spitfire saw the pegasus’ trail as it rocketed upward toward the thick white fluffy cloud layer, and the reaction of the Hollow Things. Their weapons fire followed her up, but not quickly enough, and she very quickly moved out of range. Almost as soon as she was out of sight, did the rainbow loop around and dive from out of the sun, gaining speed rapidly. As the rainbow mare dived earthward a pressure wave started to build in front of her, and Spitfire gaped in amazement as she realised what she was doing. The compressions built up a rainbow hue, and-

A titanic shockwave of rainbow lights blasted out, spreading in concentric rings in a flat plane through the air, the concussive force of breaking the sound barrier smashing across the plateau with an accompanying thunderous crash. The rainbow contrail was brighter and stronger than ever, as Rainbow soared upward.

Below, Fleetfoot and the rest moved as soon as the thunderous, polychrome detonation exploded over their heads. Moving at their fastest flying speed, they dashed - appropriately - across the ground at breakneck speed. Each foot of the way, Fluttershy’s heart threatened to burst out of her ribcage. She could feel the Hollow Things looking at them as they dashed across the open space, feel their eyes boring through her coat and skin as their gun sights tracked in on the fleeing group. She imagined the weapons fire raking through their group, all of them falling as they were poleaxed by gunfire and cut down, falling to the ground in sprawling poses with shocked expressions on their faces and the smell of charred meat filling her nose, until she was left, bloodied and broken, getting far enough to look up at her friends on the deck, and see the Sun Chaser ravaged by gunfire and watch their horrified faces before blackness closed over her-

-And then her front hooves were touching down on the deck, Fleetfoot and the other Wonderbolts were shouting to others to take positions below deck and get to safety. Fluttershy drew deep gasping breaths of relief, her eyes wide as she realised that, for now, she was safe. Rarity and Pinkie appeared on the deck a moment later, and instantly the yellow pegasus swamped both mares into a back-breaking hug, whimpering.

“Fluttershy?” Pinkie choked through the tight embrace. “Thank goodness you’re safe”

“I was so scared!” whimpered the pretty yellow pegasus. “I thought I was going to get shot at any moment, and then I was here. I was so worried about all of you, and that I’d never see any of you again, and that I’d let that poor injured guard down. And then Rainbow Dash-”

“It’s fine, Fluttershy, we knew you’d get back to us. And we’d never leave anypony behind,” Pinkie said warmly, nuzzling into her friends’ pink mane, awkwardly stretching one hoof around to pat her on the back.

“Of course dear,” Rarity said in a similarly strangled voice. “But if you could let us go, that would be most appreciated”.

“Oh! Um, sorry,” she said sheepishly as she let the pair go. “But what do we do now? Is it time to leave?”

Rarity and Pinkie exchange a worried glance. “That would be super-duper,” Pinkie said with a grimace. “But the teensy problem is that the airship doesn’t want to go. The meanies out there are stopping the engines from working!”

Rarity handed over a set of the comm units to both Pinkie and Fluttershy as she picked up the thread of conversation.

“Pinkie is right, unfortunately the Hollow Things out there are draining so much of the magic from the ships’ engines and from all of us, that we can’t get enough of a charge into the engines to get them fired up. Until we can work out what to do, we’re stuck here, and they can pick us off at their leisure. Right now, Spitfire is the only one who stands a chance of getting us out of here with the Prowlers’ weapons”.

Spitfire saw the Wonderbolts dash for the ship, and felt an internal elation as they made it aboard. Using the ships’ sensors carefully - and awkwardly, clumsily - she managed to find the Hollow Things prowling on the ground below. They prowled back and forth, some moving in the direction Rainbow had taken, others moving toward the rectangular hole for the elevator. The majority were massing and moving toward the ship, weapon pods exposed and moving as they targeted the hull. Even as she watched, blue and red lines of searing light slashed out to connect the wood-and-brass frame hull with the advancing monsters. Scorching flames and palls of smoke erupted from the ship, and it stubbornly refused to move, despite the aerial threat being taken care of.

“Come on, guys,” she growled. “Get out of there already!”

One of the slightly larger ones braced itself, and the boxy pods on its’ flanks tilted upward, before launching a volley of rocket-like projectiles toward the ship. Spitfire swore loudly and slewed the nose of the Prowler over, lining it up with the biomechanical terror and hitting the weapons controls. The aircraft gave a slight shudder as the guns built into its’ sleek arrowhead nose fired, the ripping bursts reverberating through the airframe. The burst of gunfire tore towards the ground in pulses of yellow and grey smoke from the nose of the Prowler, before Spitfire lost sight of the targets as she pulled the nose of the Prowler up, slewing it into a turn. As she rolled back to cross over the area, Rarity’s voice sounded in the cockpit.

“Spitfire, are you there? Can you hear me?”

“I hear you, Rarity. What’s going on, where’s Twilight? Why isn’t the ship moving?”

“Twilight is down for the count. She pulled off a huge teleport to bring Applejack, Spike and the other ponies who were inside back to the ship. With the magic drain too-”

“I understand, it must have drained her. And the ship?”

“The engines aren’t working; the Hollow Things are draining all the mana out of them, so we’re stuck here until we can get rid of whatever’s draining them, or find a way around it”

“Right, I understand,” Spitfire said with a grim expression. “I’ll try and take them out so you can move, although - I wouldn’t have thought those few smaller creatures could cause that much of a drain on the ship”

“Of course, darling - be careful! We’re waiting for Rainbow Dash, too!”

“Of course,” she said with a resigned smile. “Typical Crash to keep the rest of you waiting because she’s showing off… she did well, though. That distraction worked perfectly!”

Rainbow Dash circled at the end of her high-speed run, bleeding off her speed and slowing down. The wind and airstream blasted against her mane, and she grinned at the thrill of the feeling as he polychromatic mane danced and whipped against her face and muzzle. Spreading her wings, she flared into the turn, slowing down quickly to circle around and approach the plateaus’ top from the opposite direction. She saw the puffs of dust and smoke rise over the plateau over the top of the treeline as Spitfire made her attack, and then saw the Prowler rise into its’ turn, and the volleys of weapon fire chasing it up out of the turn. And still, the Sun Chaser wasn’t moving; why weren’t they running? Twi must have got the others aboard by now, surely?

Grimacing, she flapped her wings for more speed and more power, aiming for the airship; she had to at least get onto the deck and find out what was going on; they had to get out of here before anything else could be done, and even with Spitfire in the Prowler, there was only so much they could do to fight back. That said, she couldn’t help but give a whoop of excitement and relief as the sleek craft angled back down for another attack run, this time the smoke trails of the rocket-like weapons under the swept-back wing surfaces of the flying machine streaking downward with blazing red flame at their head. Fountains of smoke and dirty flame rose from the ground, streaked with thick black dirt as the explosive weapons hit home. The blue pegasus wove around the smoke plumes and the fitful streams of gunfire that chased up from the surface toward her.

She saw the white shape of Rarity on the deck, alongside the familiar shapes of an orange, pink, and yellow pony; her friends easily stood out against the wood of the deck, and she braced herself, lightly dropping onto her hooves from a rear back to dump the last of her speed and a big grin on her face.

“How awesome was that? We’re almost outta here; Spitfire’s kicking the tails off of those guys out there, and we’re all back here. Only problem now is moving this thing. Why haven’t we set sail yet?”

Applejack bumped her shoulder with a stern expression and a glare. “You idiot, leaping out there and pulling some crazy stunt! Didn’t y’all think about gettin’ hurt for a minute?”

Rainbow rolled her eyes, but there was a hint of regret and guilt in her expression as well. “I knew they wouldn’t get me,” she said with bravado, before frowning and looking to one side. “Besides… I wasn’t thinking about me, I was thinking about getting those others out of there. That was more important. But… sorry, AJ,” she said after a moment and giving a meek smile. “I should’ve thought about it first”.

Sighing, the earth pony wrapped her in a brief, tight hug before stepping back, and looking to the others as they formed a circle. The rumble of the Prowlers’ engines filled the air as Spitfire circled the craft, drawing fire toward her as she made successive attacks to pick off the remaining ground-bound Hollow Things.

“The engine aren’t charging,” Rarity explained. “Those things seem to be sapping the energy from them. Unicorns are down there now, trying to fill them enough for a jump-start as Spitfire picks off the rest of those beastly monsters, but something is still holding us back”.

“If it’s not those then there must be something else, right? But what?!”

“I don’t know,” Fluttershy said with a grim expression and a shake of her head. “But if it’s worse than those things out there,” she squeaked and lowered her head. “Then I don’t want to know!”

Spitfires’ weapons tore through the last of the Hollow Things on the ground, the Prowler rocketing overhead of the airship as she pulled out of the dive and into a gentle bank to circle the area. By her reckoning, that was the last of the hostiles, and that was just as well; the aircraft was out of ammunition, and running low on fuel. She pulled the arrowhead-shaped craft into a sleek, smooth bank, climbing over the plateau. All at once, the airships engines slowly stuttered to life, the big propellers spinning slowly and gaining speed. Lines were quickly cast off and the ship started to drift away from the edge of the plateau’s face, rudders turning her into the wind and the vessel starting to slowly gain height, the propellers still faltering and stuttering as she started to rise.

“Go, go, go!” Spitfire urged as she watched the ship rise painfully slowly, tacking into the wind.

“Rarity, are you there? You’re underway?”

“Spitfire; yes. The engines have kicked in, albeit not reliably. We’ve got some power, but not much. Something still seems to be draining the mana… in fact…” her voice became strained, and the ship started to drift, the propellers faltering further and winding down.

“Rarity? Rarity, speak to me!”

“Spitfire.. This is Applejack. Rarity has passed out, so have all the other unicorns. Pegasi are falterin’ too… not feelin’ too great myself neither. Something, somethin’s... Oh sweet Celestia…”

She trailed off as the clouds parted for a great shadow from above. Proximity warnings sounded all over the Prowlers’ cockpit and she pulled away, alarmed. Looking back over her shoulder and up, the golden mare felt herself go dizzy and light-headed.

A grey, storm-grey and night-black belly of a Hollow Thing flying creature/machine descended. As big if not bigger than the Sun Chaser, it glowed infernally with red hexagonal patterns in pulsing waves, and ember-like orange eye-lights toward the front of its’ almost manta-ray like body. Glowing ports along the front edges of its’ wings lit up with a dull green glow as it bore down upon the idle airship.

“Shit,” muttered Spitfire as she saw it close in. “Rarity, Applejack, Fluttershy, respond!” The line was quiet, with no immediate answer, and the golden mare agonised as she circled the Sun Chaser, slashing through the air in a knife-edge pass between the airship and the Hollow One aerial beast, trying to attract it’s attention. She swept past, rising into a climb as it inexorably closed in. Frantically, she scanned her controls, looking for anything to use. Weapons were all depleted; the Prowler had only been test-loaded when she’d taken off in it. Fuel was almost empty, and it wasn’t like she could land and reload at the moment either.

“Spitfire?” Rainbow Dash’s voice was a weak groan. “Everyone’s passed out or too weak to speak. The unicorns in the engine room; they all passed out immediately. That huge thing has sucked all their magic dry, they can barely move. I’m one of the only ones left; we can barely move down here. We’re drifting toward the mountain range”.

Spitfire grimaced and looked down; Rainbow was right. The mountain range that rose beyond the plateau was a jagged upthrust of bare grey rocky peaks, all ragged teeth and sharp clefts of rock, exactly the thing to tear an airship to pieces, and the wind having caught the ship at it’s low altitude, it would drift into them - if the Hollow Thing didn’t tear them out of the skies first as it closed in.

She found the further away she circled from the airborne monster, the more she could gather her thoughts and the more the woolly feeling in her head cleared. She presumed it had some kind of area of effect for its’ magic draining qualities, and she could stay far enough out of it to keep her head clear. But it didn’t help the others: the princess and the rest of the Elements of Harmony, as well as her fellow Wonderbolts - or, more appropriately, her friends - were on the airship, still well within the range of the magic-clouding field and the beasts’ weaponry.

There was no way she could tow the airship to safety; the Prowler had no such facility or equipment. Landing would leave them exposed too long, and even if she did, it was like she could fly there herself, the effect would get her if she closed in. It would take too long to rearm and refuel, and that would leave her friends exposed too long.

That didn’t leave a lot of choices.

In fact, it left about one.

She grimaced as she pulled the Prowler around into a wide turn, moving herself out to a a few miles out, still well within view of the hostile and the airship, both having moved away from the plateau, and started to increase power to the aircrafts’ engines, watching the reserve of fuel steadily creep down toward the red line.

“Crash, are you still there? Wake up, can you hear me?”

“Spitfire… I’m still here. What is it, have you got something to stop this thing?”

“Yeah. I’ve got one idea, Rainbow. I wouldn’t call it a good one, or a smart one. But I hope it works.” She paused. Her muzzle felt dry and she worked her jaw, hunching over the crafts’ controls as she felt the G-forces press her back into the contoured couch-like seat, hooves snugged into the control cuffs. Her eyes were locked on the black shape as it loomed over the airship. It looked like a demonic bat; albeit giant in size. It was like something out of a nightmare.

“What are you talking about, Captain? What’s the plan?” asked Rainbow Dash, her voice picking up a little. “C’mon, you must have something!”

“Rainbow Dash,” she said more seriously, and with a more gentle tone in her voice than she usually used while speaking to the pegasus, or anypony under her command. “Listen; this is important. I know I’ve always been hard with you, and with everypony in the Bolts. But it’s only because I knew you could be the best. I only ever wanted you to excel, to be the best ponies you could be.”

“What-”

Spitfire watched the speedometer in the cockpit rise; she was creeping past Dash’s rainboom speed, the airframe roaring as the air blasted past it. The airship and the Hollow Thing were growing to fill the forward view, getting bigger with every heartbeat.

“I know you’re a cocky bitch, and you love taking on things that are much bigger than you. But you have to remember, none of it’s worth impressing anypony over if you aren’t alive to enjoy it. You’re right on the edge of being the best, Rainbow Dash. I can see it in you, and Tartarus girl, you’re one hell of an impressive flyer. You’re going to be captain one day, Dash. And you’ll be a way better Wonderbolt than I ever was.”
Black and grey filled the canopy, and she garbled out the last words, her eyes blurring and her heart catching in her throat, a scream of rage, exhilaration and defiance climbing in her.

“Tell the others I’m sorry, and tell my mother I love her. I- I have to go now”

From below on the deck, Rainbow Dash had found her hooves, a spike of fear and dread stabbing deep through her as she realised what Spitfire was saying, realised what the shrieking howl of aircraft engines meant, realised why Spitfire was saying what she did. The other ponies around her had done the same, all jabbering as they tried to find another way, pleaded with Spitfire to do something else, until their cries died away as they realised it was too late, too close, too sudden.

The streaking silver arrow of the Prowler moved like a flashing blur across their sight, travelling far, far faster than any Rainboom Dash had even managed. It impacted the Hollow Thing in a blinding, eye-searing fireball, so bright she had to turn away.

And just as well, as it hid the tears streaming down the face, just as the resounding, echoing, deafening explosion hid the agonised scream of pain and loss she felt.

Mortally wounded from the gigantic gash torn in it’s hide, the Hollow Thing aerial dreadnought sank aside in a crumpled heap, howling in frustrated loss and rage. It’s death throes and spasms twisted its’ body, and it smashed to the ground below, digging a wide furrow and uprooting trees as it collapsed into the valley between the plateau and the mountains.

A single pall of angry smoke marked the remains of the Prowler, and of the bravest of the Wonderbolts, and it was all Rainbow Dash could do to keep her rose-coloured eyes fixed on it as she sobbed, wrapped in Applejack’s embrace.

Somewhere, far away from her, she was aware of the Sun Chasers’ engines firing up and the ship gaining control once more, of ponies shouting out and talking among one another, cheering at the death of the beast - and of islands of quiet, mourning ponies, sharing her loss.

Spitfire was gone.

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.

Loss

Celestia looked at the map affixed to the wall of the council chamber. It had become the war room for Canterlot, and the ongoing fight against the Hollow Things, and it painted a grim picture. The Hollow Things had swept across north eastern Equestria. Manehattan, Fillydelphia, Baltimare, Bostrot, and all the way past Horseshoe bay. They had crossed the Foal Mountains and started to circle around to the west from the south, and the same from the north. Refugees had streamed in a diaspora from the north-east, with more evacuating from the towns and cities to the north to the lesser-populated south and west of Equestria. Cloudsdale had been moved; the floating city was slowly, remarkably - even to her, with all her years of life and experience - moving to the south west.

The biggest cities in the country were in the north-east, it was the financial and industrial center of the nation, and the loss of the biggest cities had resulted in a lot of homeless ponies, and a big blow to the ability of Equestria to keep up with the necessary production materiel for the continued fight against the Hollow Things. And with the loss of so many cities, so many hospitals and medical facilities had also been lost; the remaining towns and cities were overwhelmed with injured from the front lines.

The campaign to hold back the Hollow Things was… not going well. Equestria was a nation that had been built for peace, and lived in it. The means and technology of warfare was not part of its’ regular makeup. Ponies were not fighters, especially without their magic, and when that magic fed your enemies, it greatly hamstrung the ability for them to fight back against the enemy.

In the very least, magic was serving them well in healing and medicine, and in keeping ponies fed. And Celestia had been proud of her little ponies in how generous and accepting they had been with those fleeing from the terror of the front lines. Ponies had opened up their homes and businesses for others as places to live and shelter, and aid had flowed in from far-off parts of the country. Volunteers had come from Equestria’s neighbours too; Griffons, Changelings, Yaks, Hippogriffs, Dragons and Abyssinians had all come forward to volunteer anything and everything they could to help in the fight against the Hollow Things in whatever, be it with force of arms or with materiel and other aid.

It was humbling, heartwarming, and a true testament to the magic of friendship, and of Twilight’s work as its’ princess. But it still was only enough to mount a barely effective delaying action against the overwhelming tide of the enemy. Few of their weapons were effective, and most of the Guards’ actions had been to provide cover for evacuating civilians with the interest of denying the enemy more ponies to drain of their life and magic.

All of these concerns were weighing on her mind, but no more so than the picture the map painted. The two swathes of red, creeping above and below Canterlot, like a pincer closing around the heartland of the country.

The sun princess was disturbed from somber reverie by the sound of hooves lightly tapping against the floor. She looked back over her shoulder and gave a brief smile to her sister.

“Good morning, Luna”

“Sister, are you well? You look troubled. Though, looking at the map, it is not hard to see why. It doesn’t paint a hopeful picture”.

Celestia gave a grim shake of her head. “No, sister. I found it all too easy to get consumed in my thoughts. And news of late has all been grim.”

“At least with what we learned from Twilight’s expedition there may be some hope. The facility they discovered and its’ technology, and the craft the Wonderbolts are bringing back may be a win we desperately need”.

“Let’s hope they were worth the loss they suffered.”

Twilight had sent them a message three days prior, sent via Spike’s dragon-breath. The letter had detailed the encounters at the Lemurian complex at the plateau, and to begin with, both alicorns had been enthused by the discoveries of sophisticated magical technology and the information on direction for the expedition to head and find Lemuria and the mythical guardians. And then there had been the information on the loss of Spitfire, and the brave mares’ sacrifice to save the rest of the expedition, including Twilight and her friends and the Wonderbolts. Flags had flown at half-mast the following day, and there had been a remembrance service and a day of mourning. It had cast a dark pall over the war effort. More than anything, Equestria needed a win.

“What troubles you, Celestia?” Luna said, looking up at her sister. “I know that the war is going poorly, and of course; this worries me also. But the look on your face; I know it well. Please, speak to me”.

The elder sister sighed as her pink eyes roved over the map. “We’re losing, Luna. We may not have lost all of Equestria yet, but look”. She lifted a pointer in her magic, the golden aura surrounding it as she swept it across the map. “The enemy at virtually at our gates, and we’ve lost all the major population centers. If they move past Canterlot, then they can take Ponyville easily. Then the interior plains of the country are there for the taking, and that spreads our lines of communication apart vastly, isolating all of our ponies without the capital. And Ponyville... “ she sighed. “It may be just a small town, but with the Elements of Harmony coming from there, and how central it’s been to the last decade; the School of Friendship and Twilight’s castle being there… it’ll be a huge blow for morale if it falls”.

“Aye, sister,” Luna said with a sigh of her own, and following the pointer. “We need a victory or else the war will be lost before its’ half fought, regardless of the outcome of Twilight’s quest. If our ponies have no hope, then they have no will to fight, and all will be lost. We must rally them, show them this enemy can be fought and beaten”.

“Of course,” Celestia said, nodding in agreement with her sister. “But how”.

The Sun Chaser sailed onward through shadowy grey skies. Thick cloud surrounded the airship on all sides, and not even the best efforts of the pegasi onboard could do much other than clear space around the ship. The clouds followed their own rules, and pushed back against the ponies attempts, leaving nothing but murk and shadows as far as the eye could see. The cold, wet blanket closed in around the ship, muting all sound and leaving the ship in dim light, with only the navigation info that the Lemurian artefact had given Twilight to go on - and even that seemed vague.

The still, grey dimness matched the ponies onboard. It had been days since the battle at the plateau, and Spitfire’s sacrifice had left a dark aura over everypony involved in the expedition. Some had stayed behind at the Lemurian outpost to gather as much information as possible from Livvy and the information and artefacts there. The Wonderbolts had headed back toward Canterlot with the rest of the operational Prowlers. The crew had got smaller, and with it their thoughts of loss had grown.

Thoughts of this slid around one another like the thick clouds in the skies around the ship as Twilight walked another circuit of the Sun Chasers’ deck through boredom and frustration. She gave an irritated snort at her own actions, finding her thoughts looping around themselves again and forced herself to stand still at the bow of the ship, and propped her forelegs up on the railing around the deck. The damp mist of the clouds hung in the air, and drifted into her soft purple coat and mane. She shivered against the chill and wrinkled her muzzle and turned as hoof steps sounded alongside her on the deck. Applejack walked up and gave a tentative smile of greeting, though it didn’t quite reach her eyes. She did the same as Twilight, resting her forelegs on the railing. A look passed between them, and both mares turned their look outward to the blankness stretching away before them.

“Any luck, Twi?” the farmer pony said with a note of hope in her tone. Twilight gave an exasperated sigh and shook her head.

“Not yet, AJ. The… let’s just call it a compass; that Livvy gave us is still showing we’re going the right way, but-” she shrugged her wings and shook her head. “With this soup around us, we can’t even be sure we’re on the right heading, can’t see anything around us, and can’t see what terrain is around us. We’re flying blind at the moment. All I can do is trust what it’s telling us and hope that this fog clears eventually”.

Applejack nodded, a sombre gesture and looked back out. Twilight glanced sideways at the blond earth pony, a concerned expression on her face.

“How is Rainbow doing?”

Applejack grimaced and shook her head quietly, taking off her hat and slowly turning it round between her forehooves. “She… ain’t better. Still blamin’ herself for everything, if she says anything at all. Mostly she just lies on her bunk and stares at the walls”. She shook her head sadly. “Pinkie’s with her now, keepin’ her company an’ tryin’ to talk to her but… I don’t know, Twilight. I ain’t the best at talking about feelings and such.”

Twilight shook her head and looked at her friend. “You and her have always been the closest. I think she’d open up to you if you tried to talk to her”.

“Ah dunno, Twilight.” She grimaced and shook her head. “Spitfire… despite the fact she was a hardass, she was everythin’ Rainbow looked up to as a Wonderbolt. She wanted to be just like her; losin’ her like that, watching a hero fall. I think it showed her something she thought was indestructible ain’t even safe. It’s like she lost family”.

Twilight looked over, meeting Applejacks’ green eyes.

“Like she lost a parent?” she said quietly.

Applejacks’ lips pursed, and she gave an equine snort, shoving her hat back on her head and looking away from the alicorn mare, tail swishing. “That’s a heck of a dirty play, Twi. But buck me if ya ain’t right. Maybe I should go speak to her again. ‘Sides, I’m sure she’s probably had enough of Pinkie’s particular brand of help by now.”

“I’m sure you can help Rainbow find her way, Applejack”.

“I hope so. I just hope we can do the same fer the ship now too”.

Twilight smiled, feeling it genuine for the first time in days. She felt that she’d achieved something by convincing Applejack to talk to Rainbow Dash. Their friendship was strong, and a deep one - deeper, she felt, than the already unshakeable connection between the six of them. But putting her strengths and calling as the Princess of Friendship to use was something like a light guiding her way.

Like a lighthouse, she thought to herself as she looked out over the bows of the ship once more. Or a guiding star, lighting our way. Just what we could do with right now. Her heart sunk again as she considered the pulsing light on the display of the device Livvy had given her, and looked out at the all-consuming gloom around them. It refused to give her a solid direction, anything more than the constant pulsing beacon that she was heading in the right direction. It should have been reassuring but instead, with no landmarks, no visibility and no indications from their regular navigation it just felt… empty. She felt more lost with the map than without it.

Applejack stood outside the cabin and leant against the wall. From within, she could hear Pinkies’ high-pitched, sugar-sweet voice, endlessly cheerful. She couldn’t work out the words, muffled as they were through the wooden and steel walls of the airship, and she likewise couldn’t work out what Rainbow’s scratchy, tomboy tone said in reply, but the difference in pitch, tone and emotion was clear.

The door opened and Pinkie stepped out, directing a trademark big smile at Applejack as she did.

“Oh, hey Applejack! I knew you’d show up soon. I managed to cheer Dashie up some, but I think what she really needs is her favourite Apples right now. I know you’ll know what to say to set her on track. After all,” the pink mare slyly sidled up to her. “You two have always been clo-o-ose”

Applejack blushed furiously red, and batted the pink mare with her hat as she shoved her away. “P-Pinkie, don’t go sayin’ such darn fool things! Y’all are- are, just embarassin’ Ain’t the time fer jokes like that neither, Rainbow’s a friend in trouble, an’ she needs a comfortin’ ear is all. Not any of that funny business yer insinuatin! We’re just friends, nothing else. Now, why don’t ya get on yer way to… wherever it is yer goin’!”

Pinkie rolled her eyes and giggled, “Suuurreee, just like Discord and Fluttershy are ‘friends’. Not that there’s anything wrong with it~!” she bounced off on her hooves singing softly to herself, leaving the flustered mare to calm herself down and hope the redness on her face subsided somewhat, before she knocked on the door.

“Rainbow Dash? It’s me. I’m- I’m comin’ in, okay?”

“Sure thing, AJ”, the blue mare said quietly. Though even that was something; the pegasus had barely said anything the first time she’d visited and sat with her. Taking a breath, she stepped into the cabin, and almost immediately wrinkled her nose; the rank smell of unwashed pony had taken over the space, and the shutters on the windows were still closed, lending a dingy air to the space the smell only compounded. The only light came from a dim mana-lamp on the bedside, casting a weak glow that only emphasised the sickliness emanating from Rainbow Dash. Her mane hung lank and stringy, and her eyes were red-rimmed and hollow. The feathers of her wings were in disarray, clumped awkwardly out of alignment; while no pegasus herself, she remembered well enough from lessons as a filly that pegasi needed to preen their feathers regularly to keep them clean and safe for flight - and it looked like Rainbow hadn’t been looking after hers. The powder-blue mare shifted awkwardly on the bed as the moments passed, and looked away guiltily from Applejacks’ eyes.

“I-” Applejack began, but Rainbow’s voice cut her off.

“I know, I haven’t been looking after myself,” she said in a shaky voice, hanging her head and eyes fixed on nothing, staring through the wall. “And I know, I’m a mess. I mean, I feel bad about it too. A bod this awesome, and me neglecting it is a crime. N-not to mention, sitting here in my cabin and being useless while the rest of you are hard at work, especially the other pegasi! I-” Her voice had risen and she had got more emotion into it as she spoke, before it died away again, and she paused with her muzzle open, before she shut her eyes tight and pursed her lips, before sighing and opening them again.

“What is it, Dash?” Applejack said quietly, moving into the room further and sitting on the bed beside her friend. “Ah know this has gotta be linked to what happened to Spitfire. I mean, how couldn’t it be, ah know y’all have always looked up to the Wonderbolts and to her. Losin’ her, well. It hit all of us pretty hard, but you especially…”

“I,” Rainbow began, her voice strangled and choked. “I just didn’t expect…”

Her eyes brimmed again, and Applejack reached out to her. She saw a look in those eyes she recognised all too well. A look of confusion, of loss and sadness. It was one she’d seen in her own eyes, and in the eyes of her bigger brother and smaller sister.

“I know what it’s like, Rainbow,” she said quietly as she turned in place, leaning closer to properly embrace the athletic mare, leaning her head against her shoulder one hoof behind her rainbow mane, the other around her middle. She could feel the pegasus shudder as she cried quietly. “Ya look up to someone, follow what they do, see what they’re like. They become a big figure in yer life, someone solid as a rock. So solid that you don’t see how they could ever go away, ever be affected by anything. And then when something does happen to them, that larger than life image ya have of em, that picture… it shakes everything ya hold dear. Makes you think, if it can happen to them, then what about you, or anypony else?”

Rainbow nodded, before leaning back and looking at Applejack’s face. “R-right. I mean, I think ya pretty much smashed the nail flat with that one, AJ. I… just can’t believe she’s gone, or that the world is just carrying on without her it doesn’t seem real. It seems like it should mean more somehow. And what she told me, that I should carry on after her. How do I do that, AJ? How do I live up to her? I-I’m not even ready; I’m just worried that I’m gonna be- be…” She trailed off, unable to say the last part and looked away with a look of frustration and anger on her face. It wasn’t something Applejack was used to seeing. Rainbow was so strong, so independent, and her features so strong in the same way. To see her confused and torn up like this, it was uncharacteristic for her. It felt so uncommon and unusual, which only put home how much the mare was hurting.

She reached out and held her tight again. She didn’t know why, nor didn’t much care: it just felt right, and at that moment, it didn’t much matter either than she hadn’t showered or preened for a few days. She just wanted to say something that words couldn’t. Again the blue pegasus let her head rest on the earth ponies strong, broad shoulders and Applejack felt some of the tension and frustration drop away as she held her.

“What are you worried yer gonna be, Rainbow?” she said softly into the velvet of Rainbow Dash’s ear, stroking her back gently.

“I’m worried that… I won’t be awesome enough. That I’ll disappoint ponies, and not be able to live up to everything that Spitfire was. And I don’t know what I’d do if that was true. I’ve always talked about how awesome I am, if that wasn’t true…”

Applejack gave a slight smile. Only Rainbow Dash could put it in that way, or using the word ‘awesome’ that many times, and somehow make it seem sincere. But, despite that, she knew what she meant, and pulled back to look her in the eyes.

“Rainbow, it’s cos yer worryin’ about things like that that means y’all will be the right mare. Spitfire saw that in ya, and we all do. You’re braver than any other two mares I ever saw put together. Sure, y’all can be a mite hot-headed at times, but I know more about that than prob’ly any other pony around ya. And sometimes it takes that to get through to folk or remind ‘em of what’s right. All you ever wanted in life was to be a Wonderbolt, and now ya are, you’ve treated it with respect and dedication, and the same loyalty y’all show to all of us, and to what ya do standin’ up for Equestria with all of us, too. Ah don’t think there’s any chance of y’all disappointin’ anypony, because y’all always put a hundred and ten percent of yerself into everything you do - because y’all always want to be the most awesome at anything you do”.

Rainbow smiled - at last - and Applejack could see it reach her eyes this time. “Thanks, AJ. I mean, I still worry. And I’m still… scared, I guess, of what it means… but it’s something. I hope I can make her proud”.

“Even if ya never think you’ve made her proud, y’all will always make me proud, Rainbow Dash. Yer stubborn as a mule sometimes, and ya don’t got no patience neither; but yer brave, smart, funny and darin’ as any two other ponies I ever met. And we know a pony with ‘daring’ in her name. You’re a lot more than a weather pony, or a stunt flyer, and don’t y’all forget that, neither. Girl, you saved the whole bucking world five times or more over by now! Everypony should be proud of ya, let alone me or Spitfire”.

Dash searched her friends’ face for a moment, and Applejack was about to ask her if she was okay, before the blue mare virtually pounced on her, wrapping her up into a tight, almost crushing hug, to which the orange mare chuckled softly, and hugged her back.

Starlight Glimmer looked through the thick glass at their ‘prisoner’. The view was distorted and tinted a little, if only because of the thickness of the glass itself; four inches of it, in a rectangle only a few feet across in a sandwich of steel, lead and cement. The chamber had built in a hurry, and wasn’t exactly the most refined of constructions. But then, ponies usually used magical fields to hold captives, or simple iron bars. Neither of those would have been quite up to the job of keeping something like the Hollow Thing inside the chamber at bay.

The thick shielding and plating at least seemed to do the job. From here, she couldn’t feel her magic draining away, as she did any time she stepped into the room with the creature. Unfortunately, it also meant that it was nigh-on impossible to run any kind of experiments on it without going into the room as well, which resulted in that same sensation. And the experiments themselves were difficult to concoct as well. Given that the vast majority of pony science revolved around the use of magic as a tool and as their basis, a race of creatures that consumed and absorbed magic were difficult to judge.

“How do we understand and interact with something that consumes all of our magic, without using our own magic to do it?” she murmured to herself. She looked again at the creature within the chamber. For now, they had been forced to chain it in place. It was, after all, still armed with powerful weaponry that seemed part of its’ body, and there was no indication as to whether attempting to remove it would cause the creature pain, or if it was like removing part of a ponies body, like removing a unicorns’ horn or a pegasus’ wings, and that wasn’t a level of desperation that any of them were willing to consider. Instead, iron chains bound the weapons ‘pods’ in place retracted, and other shorter ones attached to them kept the creature from getting more than half-way to the door at the other end of the room if anypony entered. Simple controls outside the chambers’ rear wall could be mechanically controlled to take up or let out slack to let the beast move around more at all other times. They had provided it with a bed, toileting facilities, water, and food, but it had shown little interest in any of them, and instead - after nearly two full days of raging against everything, throwing itself against the walls and doors, and screeching near-constantly to the point that all involved in her little study team had been convinced it would damage itself - had simply become quiescent any time there was no pony in the room. It seemed to want or need little at all, and it was hard to tell if it slept or rested, or if it was simply dormant in some way. Light or darkness seemed to make little difference to its’ behaviour - all there was at the moment was watching it to see what it did, and work out if it had any kind of routine, and if there was anything that affected it, or that it did or needed, other than its’ consumption of magical energy. She sighed and rested her cheek on one hoof as she sat at the monitoring station outside the chamber.

“You really are a complete enigma,” she sighed as she looked into the chamber.

“Talking to our guest?”

Starlight almost jumped, instead her hoof sliding out from under her face. Face-planting into the desk, she quickly recovered and swivelled on her seat to look at Sunburst with an all-too-obvious casual grin on her face.

“Hahaha, of course not,” she said rapidly. “Just thinking and musing over its’ nature. And how we can find out more about it, of course,” she said with a grimace as she recovered her train of thought. “We just know so little about it, and trying to find out more is… hard. We rely on magic so much to find anything out. Not using it for everything, or trying to think of ways to use it differently isn’t easy. After all, that… guy just snacks on it if we try and use anything to monitor it or run any experiments in the chamber, so any results we get-”

“-Are automatically false, right.” He used his telekinesis to push his glasses up his nose where they’d slid down as always, and took a look through the window himself. “It’s not even the same as approaching the problem from an Earth Pony perspective; all ponies are inherently magical, earth ponies no less so. Their magic is just expressed in a different form than yours or mine, or a pegasus’ magical abilities. And even if we found, say, a Griffon scientist or alchemist, or a dragon, or Kirin, or Yak; they still have a connection to the magic of Harmony, as our students have proved time and time again. It’s the same for every creature on Equus, that I know of”.

Starlight nodded and frowned, before her eyes widened.

“Wait,” she said, as she felt things start to fit together in her head. “Sunburst, say that again”

“Which part, that the results would be false? Well-”

“No no, about every creature!”

The wizard frowned and blinked, before removing his glasses and polishing them as he paraphrased his words again for the lilac unicorn.

“Ponies are all inherently magical, the same as Griffons, Dragons, Yaks, and Kirin. The same as all of Equus creatures, we all have an innate link to Harmony, what we believe is the source of magic in our world”.

“In our world,” she said with a growing smile on her face. “That’s the answer!” she gave a squee of delight and hopped off of the chair, galloping from the room, and leaving a blinking and confused Sunburst in her wake, throwing off a ‘speak to you in a moment, no time!’ to Trixie as she leapt aside as Starlight charged from the room.

“What was that all about?” the show mare asked as she trotted over to Sunbursts’ side, a bewildered expression on her face. “Starlight has been so down lately, Trixie thought she would come and attempt to cheer her up.” She levitated a small tin up in her magical grip. “I even baked, this is something the Great and Powerful Trixie rarely does, and only for the most special and dire of circumstances”.

“I’m sure she’d appreciate it, Trixie,” Sunburst said, looking in the direction Starlight had left at such a pace. “And I know what you mean about her being down, too. But can you blame her? First the news about Spitfire and then…”

Trixie nodded, a sad and somber expression on her face. “Starlight speaks about Our Town a lot. She and I have had a lot of discussions about there, and it was one of the first places we visited together. The ponies there were- are nice, and were very welcoming. I think she still has a lot of connection to the place, especially since they forgave Starlight so readily for all that she did”

Sunburst nodded. “And then she heard about it falling to the Hollow Things… whatever it is she’s come up with, I hope it gives her some of her direction back”.

Starlight galloped through the corridors of the Castle of Friendship, skidding on her hooves around a corner or three. She crashed open doors, barging into them with hooves or magic as she ran for a room she knew all-too-well. It was a room that was used, just not… often enough, much to her embarrassment and shame, and to Twilight’s as well. Although, she at least had the excuse that she was running a country.

Finally she barged open the last door, into what had been Twilights’ magical lab, and gave a triumphant smile, tossing her mane and kicking at the air.

Starbursts’ words had given her the idea; specifically what he had said regarding Equus, the planet they all lived upon. Everything on it was linked to the magic of Harmony, the intangible force of magic that bound them all together and gave every creature their magic. But, there was another world, one she, Spike and Twilight had visited numerous times, and one they had a ready link to, where magic was not all pervasive, and thus wasn’t the basis for science, and in turn, technology.

Twilight’s mirror portal machine stood in the center of the room. There was a thin layer of dust on it, and again she felt a pang of regret and shame at herself - she should have visited Sunset Shimmer and her other friends in the human world more often. She had, at least, written to her regularly, thanks to the journal that Twilight had provided her with akin to the one that she shared with Sunset herself. Starlights’ version floated in her magical aura, and she guided it into place in the frame atop the machine. Charging her horn, she gave a determined grin and fired a blast of magic into the device, which immediately sprang to life, wheezing, clattering and chugging away.

As magic coursed through thick wires and cables, the sound of galloping hooves followed her into the room, and she turned to look over her shoulder, seeing Trixie and Sunburst.

“Starlight? What is this machine?” Sunburst asked curiously, peering over the frames of his spectacles at the mirror and the device attached to it. “It looks like one of the magic mirrors created by Starswirl the Bearded, but I had thought they were all destroyed”

“It is one of the mirrors,” Trixie said, looking on with interest. “I remember you showed it to me before, when you gave me a tour of the castle. You said it transports you to a different place - but what did you mean; I thought it was like a teleport spell?”

“Not quite, Trix. It does take you away, but not like a train ride or a teleport. This is a bit more… involved. There’s another world on the other side of that mirror, a strange, new one that’s very different to ours, but also kind of similar in a lot of ways. And the most noticeable one is that they don’t naturally have magic there. Anything that is magical there has come from here, leaking through this portal and at least one other one. So all their science and knowledge has come from a world without magic. And there’s somepony - somebody - there who can help us out. Which is why I’m going to see her!”

The charge of magic Starlight had blasted into the magic mirror had worked its’ way through the system, and the reflective surface of the glass had changed. Now, instead of showing her reflection and those of her friends, it showed a rainbow-hued vortex sprinkled with motes of light, almost like stars.

Starlight stepped towards the mirrors’ raised platform and gave a smile, swishing her tail as she took the first step, only stopping as Sunburst spoke up from behind her, cantering up and putting one hoof on her shoulder.

“Wait, you’re not going to go alone, are you? I mean, a whole new world on the other side of that portal - you have to take me with you, please? The potential for new knowledge, the ideas they must have-”

Sadly, Starlight’s shoulders sank, along with her expression. “Sunburst, I wish you could come with me. And I promise, as soon as this is over, we’ll go through together and I’ll show you around there, and introduce you to my friends. But right now, I need you here in case anything happens, and to try and carry on with the work here. And besides, I won’t even be gone for long - just long enough to find my friend and explain to her what’s happening, and why we need her help”. Sunbursts’ face fell, but he nodded firmly in understanding, and Starlight’s face moved to Trixie. “Trixie-”

The blue mare shook her head, and had a smile on her muzzle. “No, Starlight, don’t worry about me. The Great and Powerful Trixie knows that her equally Great and Powerful talents are needed here. Somepony has to run the school and keep our students in line and safe while you’re gone, and while Sunburst is working on a defence for Equestria. And you can owe me a trip there too, like Sunburst”

Starlight grinned at her marefriend and nodded. “All right, and thank you both for understanding. I don’t deserve friends like you guys. Wish me luck!”

They both did so and stood back, side by side as Starlight took a last look back at her friends and loves, before galloping up the stairs and leaping into the portal, which shimmered and flashed as she passed through the glass - or where the glass would be - and disappeared.

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.

Also, yes. We're all aware of the meme with the same name as this chapter.

Hope

The roads and railways out of Canterlot were packed. Ponies moved, nose to tail, down the mountainside roads across the plains. The station was packed, with trains leaving as often as the railway could accommodate. The airship port on the side of Mount Unicornia was flooded with ponies and their belongings everywhere any creature could look.

Even amidst the chaos, the spirit of Equestria shone through: the noble elite of Canterlot society rubbed shoulders with the working ponies. High-flying socialites like Fancy Pants and Fleur-de-lis had turned over control of their personal assets and transportation to the control of the crown, their personal carriages or airships pressed into the evacuation effort.

The reason for the evacuation was abundantly clear. The background track to the exodus was the sound of battle, drifting through the air from the north of the city, the crash and thunder of weapons fire and combat joined in earnest.

Tempest Shadow had remained true to her word, and organised Equestrias armed forces effectively. Lines of retreat and defence had been established, along with terms half-forgotten to the ponies of Equestria. Terms like ‘fields of fire’ and ‘killing grounds’ had been learned in earnest. Under Tempest’s direction and hard-learned lessons, the Equestrian Army had been brutally forged into a fighting force, and had if not won, at least been successful in slowing down their enemy, even with comparatively primitive weapons and equipment.

Along with the thunder of battle, the thunder of storms rolled in. A volunteer corps of pegasi had been raised, and directed the full might of raging weather toward the enemy, and it combined with every trick of warfare that the former general of the Storm Kings’ armies could muster, had slowed the Hollow Things down.

Slowed them. Delayed them. Inconvenienced them. But not stopped them.

In the city, guard ponies were directing the evacuation, as much as they could. Moving from street to street, they methodically checked houses and businesses, making sure all ponies were moving on. It was a sad and miserable duty. Abandoning the capital of Equestria, magnificent and beautiful city that it was, was a bitter task that tasted of defeat and sadness in the face of the enemy. But no more ponies could be left here to be allowed to taken by the enemy. By now, everypony had heard the stories of Fillydelphia and Manehattan.

Sergeant Steelmane shook his head as he thought that over, watching as the mares and stallions under his command moved down the street, helping ponies with their belonging as they moved them to a group of waiting carts from their homes, and making sure the dwellings were left locked. Whatever posessions and belongings were left behind couldn’t be guaranteed safe, but in the least, they could be secure. There’d been no issues with looters yet, and it wasn’t an especially pony thing to do. But they had to be on their guard, nonetheless. Anything truly valuable or irreplacable that couldn’t be taken was being moved to the caverns below the city where possible. But even that was a matter of time. Getting ponies out was the priority, and it amazed him that, so far, there hadn’t been a panicked stampede. The city was a tinderbox, and the slightest spark could set it off.

The grey-coated stallion shook his head again, and pawed the ground with a forehoof. Even he was beginning to feel it, as the sound of battle drew closer. The sense of desperation was growing, and there was still so much of the city to cover.

His attention was diverted as his second in command cantered up to him with an unfamiliar mare alongside.

“Who’s this, Corporal Amber?” he asked in his firm, but not hard commanding tone.

“Sir, this is miss Fishie Wishes. She’s a local resident here, and has asked to speak to you directly”. He looked at Blazing Amber’s eyes; the unicorn mare’s colours matched her name. Her coat was a warm orange-brown, and her mane and tail a coppery-gold colour to match the ‘Blazing’ part of her name. Her cool blue-grey eyes showed the same troubled expression as the rest of the ponies around him, and told the older unicorn stallion that this wasn’t any simple request. He slid his eyes across to the pretty light blue unicorn and nodded to her.

“Miss Wishes; I’m sorry to inconvenience you, and I’m sure you’re reluctant to leave your home. I know I would be in your position, I can only apologize. I’m sure you must know the reason why, too.”

She shook her head firmly, muzzle screwed up in an grim expression and her short, bobbed mane swishing. “No no,” she said quickly. “It’s not that; I understand completely, and I’m as ready to move as the next pony. It’s about my fiance”. Her voice was urgent and troubled, and her lovely blue eyes were stormy and troubled as her voice. “He went out to help some of the other stallions from our neighbourhood evacuate the senior ponies a few streets over, and I haven’t seen him since. I can’t leave without him!”

Steelmane pursed his lips and swished his tail, looking up at the rows of slanted rooves and chimneys as he thought. Time was running short; the sounds of battle were drawing closer, and as if to underline his thought, warhorns sounded from the palace in alarm, and a particularly earth-shaking explosion sounded nearby, and with it the smells of burning drifted on the air.

“All right,” he said quickly, as the wagons rolled away. “Blazing Amber; follow Miss Wishes directions; see if you can find these stallions and get them out of here. We’ll clear the next two streets and then all meet at Stallions’ Square. No longer than half an hour, and then we all get out, understood?”

“Yes sir!” Amber replied, the unicorn snapping smartly to attention. Beside her, Fishie bowed her head in thanks, before galloping off, hot on the heels of the armoured mare.

Over their heads, wisps of smoke drifted through the skies.

Celestia looked out from a castle balcony that overlooked the northern side of Canterlot. Around her, pegasus messengers darted back and forth, while unicorns monitored the battle through telescopes. If she turned her head and looked down, she could see the small shapes of ponies retreating down the mountainside road, and out across the interior plains toward Ponyville and beyond. The last few airships left the docks, powering away at their best speed. The quaysides were a picture of chaos, the aftermath of the evacuation strewn everywhere, and the same story repeated through the city streets, albeit with fleeing ponies still in evidence, or guards-ponies taking up defensive positions, overturning carts and market stalls, and forming barricades.

Her heart sank; this was not what she had wanted for her noble city. The bright jewel of Equestria, the capital of culture, peace and friendship, to become a battlefield.

The rustle of wings stirred her ears, and she looked up to see Luna descending for a landing, two of her thestral guards following.

“Sister,” the older sibling said as Luna touched down. Like Celestia herself, she had taken to the moment and its’ needs. Both of them were dressed in their armour. Centuries old and crafted with all manner of enchantments and protected wards and runes, it was powerful magically, as well as physically, being crafted from the finest and strongest materials, by the greatest of blacksmiths and artificers using the greatest techniques available. Both royal sisters looked every part the experienced warhorses they were.

Luna’s horn glowed as she removed her chamfron, setting it on a nearby table as her guards stood attentively nearby.

“What word from the battle, Luna?” she asked urgently, stepping closer and greeting her with a nuzzle, that the midnight-blue mare returned. “Is it as desperate as it sounds?”

“Aye, sister,” Luna replied sadly, hanging her head as she moved across the balcony to a jug and poured herself a goblet of water, taking a drink before she continued. “Tempest is an excellent tactician, as Twilight had expected. She has done a magnificent job of slowing down those vile creatures, and has cost them much in numbers. I have no doubt at all that it is only through her knowledge and experience that we have been able to evacuate Canterlot as well we have. But it is still a chance bought with the lives of ponies, and there are only so many lives we can spend”. She winced and shook her head, her expression bitterly grim.

“It pains me that we are buying this time with lives, my sister. Our ponies are so, so very willing to fight, and it drives a wound deep into my soul that is one of overwhelming pride that they are so brave and selfless, but aches more than any mortal wound I have ever felt that they would die so readily for so very little gain. We must find a way to stop them, or to win some margin of victory.” Her beautiful sea-green eyes blazed as she looked into Celestia’s face.

“Let me take the field, Celestia!” she implored. “Please, sister; we have stood idle too long. Let Cadance command in our absence, and you and I shall reave these beasts asunder. Our forces can retreat, while we buy them time. Canterlot might be saved if we-”

“No, Luna” she said sternly, shaking her head. “As much as it pains you, it does so equally to me,” she said firmly. “And our ponies need our direction. If you and I were both to fall out there – and worse so, if we were to fight for not victory – then it would do nothing to inspire or rally our troops. As it is, Tempest’s strategy is buying us the time we need. The city is almost emptied, and the last of our forces are falling back to the mountain. We will mount a defence here, and neither of us will retreat – not unless there is no other choice, at least. And besides; we still have cards to play. All is not yet lost, sister. We must play a patient game to win, believe me-”

Luna stamped her hoof angrily and tossed her head, sparkling mane shimmering as she did so.

“Always waiting!” she bit back in annoyance. “You always play the longer game, and so we end up losing more than we might if we made an attempt to be bold. Our ponies need inspiring, Celestia. Decisive action is what we need, not to wait and see.” she gave an exasperated snort and trotted a few steps to the balcony railing, looking out with a hard eye at the near horizon, and the flashing array of lights reflected on the belly of mixed smoke and storm cloud that marked the battle lines.

A gentle cough and her eyes slid sideways, meeting those of one of the two thestral guards. The mare, Amethyst Shadow, stood at attention, but met Luna’s eyes with a cool, calm gaze of understanding. The younger alicorn sister bristled a moment, but then let out a sigh.

“As much as it galls me sister, you are right – for now, we should wait. Our ponies need to be at safety, and rushing into battle will do none of us any good. But I believe still that we will fight before the day is out”.

She turned on her heel and marched swiftly for the door, with Celestia turning as she went.

“Wait, Luna! Where are you going?”

The lunar princess turned at the door. “To rest, sister, and to eat. If we must wait, then I shall make use of the time in a practical fashion. Faust knows that there will be little enough time later on. I would suggest that we both be ready, as when the moment comes we will have no time to prepare”.

She bowed her head to her sister, and Celestia returned the gesture, both guards doing the same thing, Amethyst Shadow giving a slight smile of recognition to the white alicorn and a brisk nod as she did so, before they all left the balcony. Celestia looked back out over the balcony, her eyes lingering on the pair of chamfrons as she did, the battle-masks of both sisters side by side like an omen of things to come.

Much as she had urged her sister to wait and let the battle come to them, and that she had defended her long-term strategy, she was as much torn by the idea of blazing into the fight as Luna had been, and had been perilously close to giving in and stampeding into the fight alongside her. The endless reports of battles, and of losses and casualties tore at her like a physical thing and the thought of waiting longer left a bitter, acid taste in her muzzle with every moment. But the city must be evacuated; soldiers being willing to fight and die was one thing. The loss of any more civilians was not something she could remotely conscience. And if they could wait just that little longer too…

Her rose-coloured eyes left the apocalyptic horizon and moved to the campaign map spread out on the table that held their headgear. Enchanted, it showed the position of military units in Equestria, and in particular four special ones that glowed a bright golden colour and were centered over the south-east reaches, far away. They pulsed, showing their status as ‘in preparation’. If they were ready, then it might give them some kind of advantage, in the least, enough of one to win a battle and give more time for Twilight’s quest to be complete, or for Starlight and her friends to make some kind of breakthrough, and for the army to rally and form a proper defensive line.

If there was enough time, that is.

Starlight remembered it was like waking up from a sudden sleep you didn’t realise you’d fallen into, and that moment of disconnect that comes with it. Remembering the last thing you had done, the last place you’d been, and that sudden ‘jump’ back into reality that comes as a surprise as your senses all come back from whatever dream you were having.

Having stepped through the magic mirror from Equestria to the human world, for Starlight the shock of ‘waking up’ was much more than normal – even with having done it before. Groaning, she shifted position slowly, remembering the weird changes that her body would have gone through. The former unicorn took a moment, blinking slowly as she raised her… arms… in front of her face. Yep, she thought to herself with a slight smirk. Those are my hands, and my fingers. She wiggled them in front of her face. Four slender digits and a stubbier opposable one, not unlike Spikes’ claws, or a minotaurs appendages. And, of course, ubquitous clothing, that seemed to appear as part of the change from a pony – clad, she thought with a glimmer of amusement, in only the fuzzy coat she’d been born with – into a human dressed in whatever passed for eveyday fashion in the human world. She wondered what would happen if a pony who was dressed went into the portal. Or a naked human. Of course, those were only a couple of the many, many questions the portal gave rise to. Right now, she had no time to think on them. Instead, she had friends to find. Two legs, not four, she thought to herself carefully, looking down and wiggling her feet. They were just as radical as her hands; longer and flatter with individual toes instead of her hooves. Moving carefully, she got herself into a sitting position, and then stood, remembering the skills she’d learned the first time.

Thankfully, a quick look around showed that nopony – nobody, she corrected herself – was paying any attention particularly. Setting a determined expression onto her much flatter and different-shaped face, she strode forward with purpose, making a beeline for the glass doors of Canterlot High School ahead of her. Time to find Sunset and her friends. It hadn’t been hard any other time: the seven girls seemed to be as at the center of things as Twilight and her friends always were back in the realm of Equestria. No doubt someone would mention them, or she’d hear of their latest exploits almost right away.

As Starlight reached the front doors of the school and put her hand on the door handle, it pushed open from inside. Stepping back, her surprise was replaced with delight as she saw an almost familiar face. The woman coming out was a few inches taller, and a good few years older. She was dressed in a chic, yet businesslike outfit of a collared short-sleeve blouse with a belt and simple yet elegant business slacks. Her long, midnight blue hair had an almost starry sheen to it, and that was what gave it away the most, along with the crescent moon detail on her white collar.

“Princess Luna!” Starlight said with a grin. “I mean, Vice-Principal Luna,” she correted quickly at the older woman’s confused expression. “Sunset Shimmer has told me about you, but we’ve never met. I’m Starlight Glimmer. Uh, pleased to meet you,” she said quickly, putting out one hand.

The blue-skinned woman raised an eyebrow coolly as she shifted an armful of files from one arm to the other, and took Starlight’s offered hand in a strong, cool grip and shook it firmly.

“Starlight Glimmer, eh?” she said with an even, yet friendly tone. “Sunset certainly does seem to gather a lot of friends from all sorts of places.” she gave a curious look at Starlight, looking into her eyes with an intense interest for a moment, and causing the younger woman to look away after a moment. The vice-principal had a small smirk on her face as Starlight looked back. “I’ll go out on a limb and take the wild guess that you’re looking for Sunset, as so many often seem to be”.

“That’s right,” Starlight said eagerly with a nod. “Is she in school? Gym class maybe, or-”

Luna held up a hand to stop Starlight’s words, and shook her head. “You must be out of touch with her, Starlight. No, Sunset isn’t at school today”.

“Is she sick?” Starlight said, her expression faltering.

“Sick? Not that I’ve heard. No, I mean she isn’t attending Canterlot High. You see, Sunset and her friends graduated from Canterlot High two years ago”.

Fluttershy stepped out onto the deck of the Sun Chaser reluctantly. She’d spent much of her time aboard the vessel since they’d become ensnared in this seemingly endless grey void in the cabin she shared with Rarity. It was at least marginally less creepy than being up on the deck with the endless steel grey pressing in around the ship from all sides, and there were books to read and a warm and bright lamp in the cabin. Up hear, there was the piercing cold, energy-leeching mist that drifted through the air and turned the deck to a slippery soaking mess under hoof, and left everypony testy and snappy with one another. But by now, after days in the all encompassing shroud of the clouds, even staying in her cabin had lost all appeal and sense of sanctuary and comfort. She had wandered the lower decks, circling them an even dozen times, until she felt like she knew every fixture and fitting, and even the pattern of the planks that made up the deck. The decks were the only place left, and she’d ventured out reluctantly at last. Aimlessly, she wandered out onto the open space, until she caught sight of a single spot of bright colour against the canvas of grey. Pinkie’s bright pink coat and raspberry-pink mane were a flash of joy in the dullness of their surroundings, and the yellow pegasus moved to join her friend by the deck rail.

“Hiya Fluttershy,” Pinkie said with her characteristically bubbly enthusiasm. Her blue eyes gleamed as she looked to her, and gave a big smile. “Knew you couldn’t stay inside forever! And now you’re here, that’s a second pair of eyes to help me look, too!”

“I wish I could have stayed inside,” Fluttershy lamented, before tilting her head curiously. “And what is it we’re looking for, Pinkie? There’s not really anything to see, other than clouds. Is this a game?”

“Nuh-uh,” Pinkie said, shaking her head rapidly. “No, not at all. See, I’ve found a way out of here – or at least, I think I have. I mean,” she said frowning and putting one hoof to her chin. “I didn’t find it, so much as get a feeling, or an idea, that there must be a way out of this. Clouds don’t last this long, and even if they did, they can’t go on forever. Just like the clouds over your head when you’re sad don’t last forever, because there’s always something to cheer it up and make it better. So, if we can just find the thing that can cheer us up and make us better, then these clouds will go away too, right? I just need to see the thing that’ll make it go away. And now I’ve got my friend Fluttershy to help me look, we’ll definitely find it!”

While not being part of a weather team, being a pegasus bought with it a level of certainty and understanding about weather, and the shy mare knew that actual clouds didn’t behave much like the metaphorical ones over ones’ head. But she couldn’t help but smile at Pinkie’s indomitable spirit and the certainty of her own with which she spoke her idea. And much like the chubby earth pony had said it would, a smile came to her lips as she thought of the idea.

“See!” Pinkie said with a grin. “I knew it would work!”

She wrapped her forelegs around Fluttershy in a hug, that the yellow pegasus gladly returned, glad to feel the warmth of her friend against her, instead of the bitter cold of the clouds. As she opened her eyes, she blinked and squinted as something dazzled her eyes a moment.

“Wh-what?” she mumbled, before blinking again and looking more intently with her sharp pegasus vision. She was rewarded for the perserverance; the light gleamed once more, brightly through the cloud.

“Look!” she said to Pinkie sharply. “tell me you see that too, Pinkie Pie!”

The pink earth pony followed Fluttershy’s pointing hoof and gasped, before nodding enthusiastically. “Of course! I told you it would work, that must be what my Pinkie sense was telling me about; a light that comes through the clouds, like it always does”

“We should tell the others!” The pair ran off quickly to let Twilight and the rest of the crew know about the light, even as it started to shine brighter.

Starlight Glimmer had faced many things in her life. She had been the ruler of a village that had become a cult advocating the removal of cutie marks. She had almost destroyed time and space attempting to get revenge for said cult being destroyed. She had defeated the Queen of the Changelings, Queen Chrysalis, when she had all-but conquered Equestria, and had done more besides.

But this was way, way out of her depth. This was something she had no frame of reference to prepare herself for. A world she was only barely familiar with, with strange customs and people, unfamiliar trappings and technology, a landscape she didn’t know, and a body that wasn’t quite her own.

Starlight fidgeted on the lumpy, padded bench seat again and looked out the window, listening out for the name of the next bus stop, while trying not to slide too close to the… larger… man sat next to her and taking up most of the seat.

Vice-Principal Luna had been kind enough to give her the name of the college that Sunset had moved on to, and the bus fare to get there – as, thankfully, it was only across town. She had been bemused, but not overly surprised, when Starlight had asked, with great embarassment, how one rides the bus and had expained it.

Now, the pony-turned-human was on the verge of chewing her newly-given fingernails off as she anxiously looked out of the windows of the big, noisy, smelly vehicle and narrowly avoided leaping out of her skin every time the machine made a snarling, roaring or grinding noise as it negotiated the roads of the bustling city.

Her last trip here, she had visited a mall with Sunset, and that had seemed mind-expanding enough. She’d seen cars and other vehicles, but that hadn’t nearly prepared her as much as she’d thought for travelling on and within one, nor for exploring and travelling through this strange world on her own.

“Excuse me, dear,” a voice said from the opposite side of the aisle, and Starlight near jumped out of her skin, before whipping her head around to look at the speaker. An older woman sat opposite, a warm and understanding smile on her elegantly aged, peach-coloured face. “Y-yes?” Starlight answered with a stammer and an awkward smile.

“I’m sorry to disturb you, but you looked like you’re a bit nervous. First time riding the bus?”

Starlight’s shoulders slumped and she gave a defeated sigh, holding one hand to her face and nodding. “Yeah, that’s an understatement,” she said with a wry smile. “You could say I’m a long way from home and I’m feeling a bit out of my depth”.

“Oh, you poor dear,” the woman said kindly, reaching over and patting her hand resting on the seat cover. “I’ve travelled a lot in my time, but going somewhere new and different never stops being a shock. All you have to remember is to look at the signs, and you’ll find your way. Where is it you’re trying to get to, sweetheart?”

“Canterlot College? I was told it’s past Starfall street and Griffin Square; but I don’t know if I missed those names coming up, so I’m not sure if I need to go back, or change buses or-”

The older woman cut her off with a light squeeze and a pat to her hand. “Hush now, dear; you’re all right. You haven’t missed your stop. The stop for Canterlot College isn’t called Canterlot College, it’s Stiller Street. And it’s the same stop I’m getting off at, so don’t you worry about missing it; I’ll make sure you don’t, and I’ll give you directions to the college too, all right?”

Starlight felt a wave of relief wash over her at this woman’s generosity and kindness. The help she’d given would help her find Sunset, surely. And that, in turn, could be vital to finding a way to defeat the Hollow Things, or in the least study them. And all that from a woman giving her the right stop on the bus. It was something that near-boggled her mind. It was all she could do to thank her, profusely and repeatedly.

Only a short time later, Starlight stood in front of the main doors to the college itself. The building was a far cry from the traditional historical brick-and-stone of Caterlot High and it’s leaded glazed windows. Instead, it was more like some of the other buildings she’d seen in the city as the bus had travelled past, or when she’d been to the mall with Sunset. Even some of Manehattan’s moer modern buildings looked similar, all glass, concrete and metal with radical angular features.

The reception area immediately inside was a sweeping, open atrium with mezzanine levels up glass-and-metal staircases. Students and what she assumed were faculty were everywhere, moving busy from place to place, clustered in groups and talking, or dotted on seats and tables at the open-plan cafeteria sipping drinks and snacking, talking animatedly, or checking their ubiquitous electronic devices. The sheer amount of people was mind-boggling to her. How will I ever pick Sunset out of this crowd? She thought, aghast at the sheer number of people. Distinctive as the ex-unicorn was, even her golden-yellow skin and fiery red and yellow hair would be hard to pick out of the kaleidoscope of individuals with every hue and shade under any sun on show. Starlight halted in her tracks, her momentarily gained confidence thrown off once more, until her gaze fell upon the receptionists desk to one side of the atrium, and the large ‘help’ sign above it. Assuming what she hoped was a confident-yet-breezy stride, she crossed to the desk and leaned on it with an affected casual air, giving a winning smile to the receptionist, a middle-aged woman who had an air of calm that seemed completely indestructible.

“Hi~” Starlight said in a casual, laid-back drawl. “I was hoping you could help me; there’s a student I’m trying to find; I just wanted to find out what classes she’s in. She’s a friend of mine, and I had an assignment to pass over to her that our professor forgot to hand her”.

The woman arched a sceptical eyebrow. “Your professor forgot to give her work, she’s your friend, and you don’t know her classes?”

Starlight frowned and nodded. “Yes, is that all right?”

The woman gave a doubtful hm, fixing her with a gaze that could have drilled for oil, before folding her arms on the counter in front of her. “Could I please see your student ID, miss…?”

“Uh, Starlight Glimmer,” she said in a rush, feeling her cheeks flush. “And I don’t have my ID with me; I must have left it in my other… purse”.

The receptionist looked over Starlight again and frowned. “Your ‘other’ purse? You don’t have a purse with you, miss Glimmer. In fact, where’s the work you were going to give your friend?”

Starlight ground her teeth and groaned, planting her face onto the counter top before looking up. “Please, lady; I just really need to find my friend; it’s really important!”

“Oh, it’s important? Then please; sign in to this visitors’ book. Give me the name, and I’ll contact her lecturer and she can come and find you when-”

“Starlight Glimmer?” came a voice that was instantly familiar to the pony-turned-person in question. “Hey, that is you, right?”

Starlight turned around feeling another wave of relief wash over her. The shape of the speaker might not have been familiar, but the cyan-blue skin and the prismatic hair were as unmistakable as the voice.

“Rainbow Dash! Am I ever glad to see you,” she said, virtually jumping over to the athletic young woman and wrapping her in a bone-crushing hug. Rainbow laughed and hugged her back, albeit with an uncertain grin on her face.

“Always great to hear that, Starlight. But what’s the occasion that brings you to Canterlot U? You’re not a new student here?”

“Certainly not,” the receptionist said with a persnickety sniff. “Not without a student ID, at least”. She fixed the pair of young woman with a derisive look over the top of her glasses and a purse of her lips that looked not unlike a cats’ anus. “Miss Dash, is this young woman a visitor of yours?”

Rainbow rolled her eyes aside to Starlight and nodded. “Of course; Starlight is a good friend of mine. I’m happy to show her around the campus and look after her”. The receptionist huffed again and nodded, waving the pair of them off dismissively.

Rainbow giggled and tugged Starlight off by one arm, and the purple woman found herself giggling in relief as well.

“Thank Celestia, Rainbow. I thought that woman was going to keep me there until the police came along or something. I don’t know what I would have done if you hadn’t come along”.

“No problem, Starlight. What brings you here anyway? Knowing what usually brings anyone here from Equestria, I doubt it’s a social visit.” She grinned eagerly. “Oooh, is it a magic thingy? I love those, we always get to have awesome adventures whenever it’s one of those”.

Starlight gave a wry smile. “...It’s sort of a magic thingy, yeah”. Her expression changed to one more serious and she frowned. “And it could be a very serious one, too. One that – and I know we say this every time, threatens all of Equestria, and maybe even this world too, if it really doesn’t get stopped. I need Sunset’s help – and, really, all of your help – with this”.

Rainbow took on a more serious look and nodded, putting one slim hand on Starlights’ shoulder. “Hey, whatever you need. We’ll all do our best to help you, I promise. As for Sunset; she’s in class right now, but a break’s coming up. Let’s meet her in the quad, we can all talk there a bit more freely, and you can tell us what’s going on”.

Blazing Amber and Fishie Wishes charged through the Canterlot Streets, hooves thundering against the cobblestones. The sounds of battle were constant now, and the smoke drifting had cast a permanent shadow across the sun, turning it into a pale disk in the skies. The mares skidded around a corner, Fishie leaping over a discarded pile of suitcases, while Amber barged past an abandoned stack of boxes.

“Which way?” the guardspony shouted in a clipped tone.

“There!” the sea-green and blue unicorn replied, pointing with her horn to a large building at the end of the street. The pair galloped up, as a knot of ponies emerged. Stallions and mares alike, they surrounded a group of seniors and helped them along. The pair of mares caught the eye of one of the group and he paused.

“What’s going on-”

“Reverb!” Fishie pleaded desperately. “Where is he; I thought he was with you, helping you with the older ponies!”

“He went to help Mrs Crumble; she lives on her own and Side Step saw her still in her house. Nopony had been there to get her to leave so far”.

Fishie turned a pleading eye to Blazing Amber, who nodded. “Which way?”

Moments later, the pair were racing through yet more streets, winding through the narrow byways of the old quarter of the city with its’ overhanging upper floors. Something crashed and rumbled nearby, and the sounds of shouting voices and roaring grew near enough to be less than a distant sound and more of a distracting presence.

“There!” blurted Fishie, pointing to a house with bright and decorative flowers in window boxes on upper and lower floors alike. The door was open, and a small array of things were littering the street outside. Raised voices came from inside; one a stallions speaking in soothing, reassuring, but strained tones, and answered by a wavering older mares’ voice speaking in angry tones, followed by the crashing of furniture, and then the smash of crockery and then the clattering clang of pans being thrown. With a scuffling of hooves and a flutter of feathers, a burly, but handsome black and white pegasus with a purple mane and tail galloped out of the door with a panicked expression on his muzzle, a tin cup bouncing off the back of his head.

“Guttersnipe! Brigand! Theif! Vandal! Bully! Thug! Arsehole!” the shrieking elderly voice accused, lashing out with as much force as the thrown kitchen implements. Amber and Fishie trotted to a halt, and the stallion gave both mares a pleading look.

“Thank Celestia,” he said with a sigh of relief, sitting on his haunches. “Maybe you can speak some sense into that… harpy,” he said to Blazing Amber, cocking one wing in the direction of the houses’ front door. “I’ve tried as much as I can; I want to help the mad mare, but she doesn’t want to listen. She doesn’t seem to care that there’s an army about to roll over Canterlot any minute”.

“Ah, so you’re Reverb then,” the guard mare said with an almost amused expression. “I’ll take care of this, don’t worry,” she said with a brisk nod, turning to the door of the house and trotting forward, clearing her throat and calling out in a clear voice. “Mrs Crumble; this is Corporal Amber of the Royal Guard. Would it be all right if I came in for a minute?”

“Are you here about that thief?” the wavering voice came back. “Here, trying to get me out of my home. I won’t have it you know! I’ve been here fifty years, nothing’s taken my home away from me so far, and no clodhopping great featherbrained pegasus with wind where his brains ought to be is going to take it from me now!”

“Yes, we can deal with him, Mrs Crumble. I’m just going to come in now...”

The voices faded away as Amber stepped into the building and Fishie and Reverb had a moment alone. The pair locked eyes and wrapped one another in a tight hug, before pulling away.

“Fishie-”

The smaller mare walloped him around the back of the head with a hoof and he winced, rubbing the back of his head with one wing. “Hey! What was that-”

“You ran off, you giant feathery arse! I had to get the guard to help me find you. But,” she said, her expression softening and a smile creeping onto her muzzle, “I’m proud of you for going to help ponies. Especially ones who were throwing things at you”.

He returned a humble smile and a shrug of his wings. He opened his mouth to say more, but was drowned out as the groaning, distorted roaring of the Hollow Things cut through the air. Both of them turned and looked with wide eyes, trying to look over the rooftops. Sizzling cracks of energy cut through the skies, and the screaming roar of rockets and gunfire shook both ponies to the bone as they tore through the air above the rooftops, impacting mere streets away, shaking the ground. Dust trickled from the overhanging floors and rooftops above. The voices from within the house changed. Blazing Amber’s voice became stern and clipped, while Mrs Crumble’s voice became panicked and wailing. Moments later, Amber galloped out, the elderly earth pony suspended in her telekinetic field behind her.

“Situation’s resolved,” she said tersely. “Let’s go, now!”

No other word was needed, and the three of them pounded through the streets, and it felt like hell was snapping at their heels with every step. None dared look back, and ran full out. Reverb dared not fly; it felt like getting into the air would expose him further to the weapons-fire criss-crossing the air above them, scything through the walls of stone and mortar of the ancient city, igniting thatch rooves, and sending sheets of slate roofing cascading to the floor. Smoke and dust hung heavy in the air, biting at each breath they heaved into their lungs that felt as though they’d burst as they charged through street after street, aiming for the gateway to the city.

It felt like a victory when they burst onto the main boulevard from the side streets. Panic almost overtook them then; the wide, ornamental road stretched virtually the whole length of the city, studded with sculpture, ornamental plants, water features and fountains. Normally it was full of ponies and other creatures taking in the sights of the Royal Capital of Equestria. But now, it was strewn with abandoned possessions and overturned carts. Suitcases and travelling trunks had sprang or burst open, and clothes or other possessions had been trodden into the street. Movement caught wide, panicked eyes and the overwhelming cacophony of sound forced ears flat back against skulls as a platoon of Royal Guard backed onto the street further down the boulevard from one of the wide shopping avenues. They fired rifles wildly, screaming orders to fall back as the fleeing quartet of ponies moved away; albeit reluctantly.

“We should-” Reverb began to say, half-planting a hoof in their direction, despite Blazing Ambers’ urging.

“No!” she said sharply. “They’re doing their duty so you can escape. Come on!”

Reluctantly, he cantered alongside the mares as they headed for the arched gateway to Canterlot and the sloping road down the side of the mountain and the relative escape it offered.

An eye-searing, roiling gout of green energy washed over the platoon of soldiers. The sickening smell of seared pony flesh, fur and hair reached their eyes and noses along with the screams of the greivously, horribly wounded soldiers. Reverb’s pleading eyes met the others and he turned back, despite Amber’s shouted cries. Fishie looked after him and then to Amber.

“It’s the pony thing to do,” she hissed through her teeth and galloped back towards the soldiers.

Reverb gagged as he galloped up to the fallen soldiers. The smell of burned flesh, fabric, and materials watered his eyes and clawed at his throat. Three quarters of them were dead, and he could see from the horrendous wounds of the others that they wouldn’t survive without the kind of help that wasn’t here. Whatever fiendish weapon the Hollow Things had used, it had left them with burns over the majority of their bodies, melting their armour and weapons along with and into their flesh, and the same with the cobblestones and marble of the street beneath them.

The nearest soldier, a stallion, clutched at his foreleg with one limb and a pleading jade eye that rolled back into his head as he sucked breath in through teeth that clenched together tight enough they looked like they’d splinter. His eyes roved across the stallions’ body with a spiking sense of fear and panic; it was impossible to know where to start with even helping. Fishie skidded to a stop next to him, horn already alight. An anaesthetic spell weaved through the air around the earth pony stallions form and he visibly relaxed a moment. Her eyes watered alongside his own, and at that point, with the agonised screams and moans and the hellish vision before him he wasn’t sure if it was the smell anymore.

Fishie cast the spell again, and again, her horn virtually shooting sparks as she attempted to soothe the agony of the men in front of her. The ground shuddered and both ponies looked up, moving closer to the one another subconsciously as the towering shadow of a Hollow Thing titan loomed over them. Guttering embers lit deep within its’ the lenses of energy weapon barrels, and vicious-looking clusters of weapon barrels tracked and trained toward them.

“I love you,” Fishie said softly.

“I know,” Reverb said back quietly, “and I’m sorry”.

The thunder of weapon fire defeaned them momentarily as they screwed their eyes shut, holding one another tight.

After they didn’t die, both ponies opened one eye to the flickering amber glow of a force shield over their head, even as it began to splinter and crack.

With a shock, both ponies opened their eyes and split from one another, to see Blazing Amber with a strained face, her horn blazing like a torch, even as her magic began to falter in the presence of the Hollow Thing titan. She looked askance at the pair, levitating the weakly protesting, recumbent form of Mrs Crumble onto Reverb’s broad back.

“Just go!” she pleaded. “GO!”

They shared a brief look, before turning and running for the gate once more, leaving a shattering sound behind them as they rounded the ornamental fountain only a few hundred feet into the city. Roaring weapon fire arced over their heads, blasting into the wall ahead of them. The shockwave and rolling concussion from the impact smashed into the trio of ponies, sending them sprawling to the ground and smashing breath from their lungs.

The ground trembled as the titan moved closer. One of its’ great legs smashed the fountain into rubble. Another blocked the view of Ambers’ fallen body as it loomed over them.

Weakly, Reverb rolled onto his front, climbing to his hooves and placing his body between the titan, Fishie, and Mrs Crumble. Fishie climbed onto her own hooves, limping on three as she stood, wobbling and with one eye swollen near-closed. Her horn lit with a sputtering light of weak magic, and a feeble shield flickered into the air between them, as the titan loomed again.

Celestia watched from the balcony of the castle. Watched as her forces fought valiantly in brutal street to street, house-to-house fighting. Watched as every inch of cobbled Canterlot pavement taken by the Hollow Things was paid for in the blood of brave, valiant guard ponies. As she followed the battle, her attention became riveted to the drama that unfolded on the main street ahead of the palace.

Somehow, that small scene encapsulated the whole war in an instant, boiled it down to the struggle her ponies faced, the struggle Equestria was facing, and the duality in her heart and mind.

Luna had advocated fighting, and she had championed caution, and now battle was on the streets in front of her, ponies were fighting and dying before her eyes. And she stood, armour-clad and rooted to the floor as they did so.

A hundred thousand words and comments overheard swam to the surface of her mind. That she was the princess who did nothing, that she was a figurehead. Twilight was the one who did all of Celestia’s hard work, while she sat back and did nothing. Celestia was a dictator, Celestia was manipulative, Celestia used none of her power, squandered it, was useless in a fight. She was a figurehead and a lazy ruler, especially in the face of her sisters’ return.

All of those thoughts returned to her as she stood, rooted to the spot, watching her ponies fight and die. A feeling, one she had not felt for centuries, bubbled inside her breast and she spread her wings.

The titan raised its' leg, the shadow of it falling across Fishie and Reverb. The blue unicorns shield faded into nothingness in the overwhelming presence of the Hollow Thing and its’ all pervading hunger for magic and ability to drain it. Defiant, and with no other gesture left, the lovers stared upward at the biomechanical terror, unwilling to back away any longer.

The act of courage, and of selflessness in the face of such danger was the last ounce of conviction Celestia needed, and her decision to act was heralded by a blazing light like the sun she was the living incarnation of. Fishie and Reverb shielded their eyes against the incandescent brilliance. A glowing golden aura surrounded the titan, radiant in its’ light and held it immobile.

“You will not harm another pony in Canterlot!” a booming, regal voice declared, loud enough to be heard across the city entire, yet as musical, beautiful, and stirring as it had ever sounded.

“Hear me, monsters! I am the Avatar of the Sun, Eldest of the Alicorn Tetrarchy; Sol Invictus! Epona herself answers my call; I am bonded to her, through time, space, and soul. Her fire burns in my blood, and in my soul. Equestria and all it’s living things are under my protection, and you shall not harm them!”

The titan was shoved, bodily, down the street, tumbling into a mess as it rolled across the cobblestone streets. The aura from Celestia’s horn where she hung in the air, wings caressing the air into hot currents, burst into a titanic spike of golden blazing energy. Lightning crackled in the air as the masses of unleashed energy intersected with the local electromagnetic field, splitting the air into subatomic particles and howling currents of wind.

“Celestia!” Reverb yelled into the air, mane and tail whipping around him. The alicorns’ expression softened as she turned her beautiful rose-eyed gaze on the ponies below her. She gave a gentle nod to the pair, closing her eyes slowly. There was a melodic hum and the sound of chimes as the pair of them were spirited away through teleportation, along with Mrs Crumble, the surviving guards, and Blazing Amber.

Celestia’s magic turned on the Hollow Things once more, weaving close to the fabric of Harmony itself, the source of magic and life deep within the ethereal fabric of Equus. It sought out the disruptive presence of the Hollow Things throughout the streets, byways and alleys of Canterlot, pulling at them with her magic and gathering them together. She pulled them together using her telekinesis, hauling them bodily from wherever they dwelt, smashing them through bricks and mortar and to the site of the titan finally pulling itself to its’ feet. With every added Hollow Thing, she felt the drain on her magic grow, despite its’ near-infite well to pull on. As an Alicorn, and the oldest of those left on Equus’ surface, she was intimately entwined with Harmony, and with Epona; Equus’ star, itself. Her reserves of magic were vast, but not infinite.

But her rage, her anger, and her passion were overflowing as she sought to protect her ponies from the evil that had been wrought upon them.

As many Hollow Things as she could reach, as many as she could ferret out that had forced, barged, bullied and battered their way into Canterlot over the crushed and bloodied bodies of her beloved subjects were amassed in the center of Canterlot, and with powerful strokes of glorious, widespread wings she ascended until she was over the city, seeing it stretch beneath her, seeing the beautiful expanse of her city and the lands beyond beneath her. Eyes as sharp as any falcon picked out the shapes of her ponies as they retreated down the mountain, but having paused to watch events unfold, especially with those teleported to their ranks by her magic. She urged them to move further away; but there was no more she could do. Her magic was whittling away by the moment, and there was more she had yet to do. And more after that, she thought with a bitter, steel-hard resolve. And then more, and more, and more, until there is no more, and every creature is safe from their tyranny.

Celestia wove her magic wide, using skills honed long ago in ages past. It was a simple variation on a spell used commonplace, but one that required so, so much more exotic effort and complexity than any she had woven. Weapons fire lashed up at her, and she could fairly sense the screaming anguish of the Hollow Things below as they hungered for her vast reserves of magical energy. Her ponies may have been a feast, but she was a gluttonous, stomach-busting, buffet of mana. But such petty concerns were virtually beneath her notice. Numerous shields sprang into life reflexively, deflecting or misdirecting shots and barrages as she wove her magic. A teleport, summoning one thing from far away to right here. But something further away than she had done for millenia. But instead of an instantaneous translocation from one place to another, she opened a gate, from one point in space to another.

The exit was a point a hundred feet above her. The entry was more than a hundred million miles away.

Her shields dropped away as she focused all of her waning magic, burning through her energy to cast this spell, calling upon her intimate, soul-bonded link with the sun to carry out her wish.

The spell completed, and a plume of fusion-hot plasma, drawn from the very surface of the sun itself and shaped into a cylinder over the captive Hollow Things from the exit of the portal she had conjured blasted upon the horde. There was no time for them to scream as they were instantly incinerated into nothingness, as was everything around them. Down to their constituent atoms, they were rent asunder, as were the streets, houses, and very air they stood upon and within. The forcefield Celestia had conjured strained, as did her magic, to contain the furious force of the cosmos itself as it was directed at her enemy.

Nothing moved within the field save the roiling currents of plasma, and as her power burned out, so did her consciousness from the effort. The portal sputtered and faltered as it winked closed, the forcefield failing as Celestia tumbled from the skies, spiralling lazily head over heels as the buildings beneath her ignited, the ultraheated gases spilling outward as temperatures hot enough to flash ignite the buildings and every other material around them. Celestia’s usually-ethereal pastel mane faded to a rosy pink as she fell, and her golden armour softened at the edges as she fell into the inferno below.

Only the most eagle-eyed saw the blue haze surround her at the last moment as she fell out of sight.

The battle of Canterlot was won. But Canterlot itself was ablaze, and the Sun Goddess had fallen.

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.

With thanks to friends for allowing their OC's to appear in this chapter; I hope you enjoy how you were portrayed!
Also, Mrs Crumble was not someone's OC. I couldn't think of a name for an older pony, and Eddie Izzards' standup routines featuring 'Mrs Badcrumble' kept coming to my head, so I borrowed part of the name.

Guidance

Guidance

The Sun Chaser drifted closer to the ground, and at the command from her captain, Twilight levitated the airships’ ground anchor overboard. It crashed to the ground among an outcropping of rocks and dug in fast, holding the airship steady enough that the gangplank could be put over the side.

Tentative and wary, but full of curiosity, Twilight and her friends were the first – amidst the normal objections – the make their way off of the ship and to the ground. The beacon of light Fluttershy and Pinkie had seen had lead them this way, seeming to come from a tall mountain peak, which itself was clear of the grey clouds that had dogged them, and seemingly confused the navigation beacon that the princess had been given by Livvy. The light had illuminated other peaks of the range, which seemed to be part of a landmass below, hidden by the thick clouds.

The rocky ground under their hooves gave way to an alpine meadow, and the smell of rich earth and plant-life tickled their noses as the six ponies and one dragon made their way along the path worn into the undergrowth. “You don’t suppose this is a trap?” Fluttershy said in a quiet voice from her place at the middle of the line of ponies. “Some mean creature luring travellers to their doom with a fake light to guide them. Like one of those fish that live in the deepest part of the sea?”

“I wasn’t until you said that,” Spike replied with a grimace. “Now I’m worried!”

“Don't worry,” Twilight said firmly. “If it turns out to be anything bad, I’ll teleport us all back to the ship. We haven’t come that far yet. And besides; it’s not like we have anything else to go for right now”.

The misty fog cleared as they moved between flowering bushes and plants. Birdsong wove through the branches around them, and the cloud broke enough for filtered sunlight to break through, gleaming down in shafts of light.

“Look there!” Rarity said, pointing excitedly with a hoof ahead of them. “Is that a palace?”

“No, not quite,” Rainbow said, looking with squinted eyes. “It looks like… a tower of some kind?”

“It’s a lighthouse,” Applejack said after a moment, looking up. “A real fancy one, mind, but it’s a lighthouse, for sure. I mean, makes sense, right? A beacon guiding the way for travellers out of this murk. That’s what it must be, right?”

“Well then,” Twilight said with a broad smile to her friends, “let’s go see if the lighthouse keeper is in, shall we?”

Applejack’s assertion was right as could be. The building was, to say the least, fancy. It wasn’t quite as elegant or sweepingly high class as the Royal Palace at Canterlot or the Crystal Castle at the heart of Cadance’s Crystal Empire, but the elegant carvings, buttressed arches, inlaid marble tiling and gold-leaf detail made it a lot more than a simple lighthouse. A tall double door rose ahead of them at the top of a short set of steps, and Twilight exchanged a glance with the others before trotting up the steps and rapping sharply on the door with a hoof. They ponies paused for an answer, waiting a few moments, before frowning and exchanging looks.

“Should we just go in?” asked Fluttershy, looking from face to face. “I don’t want to be rude. Or worse, to trespass into someone’s home”. Her ears drooped as she said it, and she hung her head, grimacing.

“Well, if they shone a big light into the sky to let everypony know they’re here, the least you’d think they could’ve done is be here to answer the door when people show up!” Rainbow scoffed with a huff, folding her front legs as she hovered in place with steady wingbeats. “I mean, that seems way more rude than going in when the door isn’t opened. Hello? We were invited here!”

“Well, we won’t find out anything by staying outside,” Twilight agreed. “Everypony, stay close – just in case”.

Her horn glowing with a purple aura, Twilight opened the door and lead the way inside. Behind her, the others gathered into a huddle behind her as they moved into the building.

“Oooh,” Pinkie said as they looked around the inside. “Fancy!”

Vaulted ceilings rose above them, with doorways leading off and giving glimpses of other chambers laid out with plush furnishings and colourful decorations of blue, gold, and rose. At the other end of the room, opposite the doors, a sweeping staircase rose, spiralling in an elegant curve around the inside of the circular room and rising high towards the distant ceiling.

“Y’all got that right,” murmured Applejack as she too looked around and took in the magnificence around them. “Now lookie there,” she said as her green eyes fell upon a mural on the wall behind them above the doors. “Ah reckon that counts for points if we’re hopin’ this is a friendly place an’ all”

The others turned to where she’d indicated, and took in what had gotten the farmer pony’s attention. Above the double doors was a gorgeously elaborate mosaic with inlaid stained glass. It depicted Celestia and Luna with bowed heads and closed eyed expression of beatific knowing and guidance. Their horns were lit and wings spread, and the intersecting auras from both framed a pegasus pony with her wings – larger than most – spread as she rose toward the skies, which were starry and bright. One star in particular gleamed brighter than the rest above her head, built in as part of the stained glass. Twilight, with her interest in astronomy, placed it immediately through the constellations surrounding. “The north star,” she said for the benefit of the others. “The pole star; ponies and other creatures have used it to find their way for centuries. I guess it must have something to do with this lighthouse”

“Very astute, but I’d expect that from Princess Twilight Sparkle”.

The seven friends looked up at the sound of the pretty female voice, and were greeted by the sight of a pegasus gently gliding down from the upper floors of the tower. Her coat was a painted mix of brown and white, with her long and elegant mane and tail the same. What stood out the most was her wings, however. They were much larger than any pegasus any of them had ever seen, and closer to Twilight’s wings, or those of Celestia, Luna or Cadance’s than any other. She was similarly quite tall as well; not nearly the size of Celestia, but close to Cadance’s size.

“It seems like you have us at a disadvantage, darling,” Rarity said, stepping forward with a charming smile. “But I take it you were the one who shone the light to guide our way here through those clouds?”

“That’s right,” she said with a pleasant smile. “My name is Northern Star, though most ponies call me North. I keep the beacon going to guide creatures on their way when they’re travelling and find themselves lost.”

“Well, that definitely applies to us,” Applejack said, tilting her hat back and nodding. “Can y’all set us on the right track? We’re on an important mission an’ all, and gettin’ lost in these clouds has really set us back”.

“Of course,” the pegasus replied with a smile. “You can rest here a while. Once the clouds clear, you’ll be able to find your way.”

“Thank you for guiding us with your beacon,” Twilight said with a genuine tone of thanks. “We didn’t see all those mountain peaks before, and the idea we could have hit one of them doesn’t bear thinking about. You already know my name, but these are my friends”. She proceeded to introduce the rest of the elements and Spike. North greeted them all warmly, in turn.

Twilight frowned. “I received a compass from a friend to help us guide the way, but it doesn’t seem to have worked after we were stuck in those clouds. Do you know anything about it?”

North frowned, putting one hoof to her chin in thought. “The clouds may have been some kind of magical phenomenon. Sometimes they drift over the Frozen Seas, and end up charged with strange magic from drifting over the some of the ancient lands there. Sometimes they can do strange things, like setting travellers off course, or making them lose their way. If you knew you were lost and needed help, then that would be why and how you found me”.

“Hey, I have a question,” Rainbow Dash said, peering curiously at the friendly pony, and in particular at her wings. “How come your wings are so big, they look like one of the princesses”.

“Rainbow Dash!” Rarity scolded, putting one hoof to her muzzle. “You can’t go around just asking ponies about the size of their ...body parts, that’s just… rude!”

Flustered, she looked over to North with a charming smile of apology, while Rainbow rolled her eyes. The others displayed a mix of amusement at both ponies reactions.

North gave a soft chuckle of her own as she extended one of her wings to one side and answering with a smile. “Oh, please; that’s quite all right. Well, yes, I suppose they are quite large. I am distantly related to Celestia and Luna, so I suppose it passed down in my blood line over time”

“You’re related to the Princ- er, sisters?” Twilight said with interest. “I hadn’t heard of you before now”

The pretty pegasus mare shrugged amicably and with the smile still present on her muzzle. “It’s only a distant relation,” she replied. “But it gives me a little responsibility that I’m proud to have. Helping other creatures is something I’m glad to do, especially if it’s important like this mission you’re on. But please; we can discuss anything else you would like over food and in more comfortable surroundings. All of your crew are welcome to make use of the facilities.”

North lead them through a door to an adjacent room which was laid out with couches and cushions, and had a wide window overlooking the meadows rolling away down the mountainside and to a small forest that stretched to the shores of the island. The thick cloud and associated fog was starting to melt away, leaving a cool blue sky and birds wheeling above the mountainside. A fire glowed in a stylish and ornate fireplace at the end of the room, giving the place a more homely and comfortable feel that took away from the initially overwhelming presence of the place.

“You can rest here if you like. Twilight, if you come with me, I’ll show you to the library where I keep all of the maps and charts. Make yourselves comfortable; there’s food and drinks in the room next door as well”

“Thank you,” Twilight said genuinely and graciously. “Rainbow, will you please go back to the ship and tell the captain about the situation, and we can organise perhaps having some of the crew come and take leave and rest for a while as well”

Dash threw out a jokey salute and flapped away, while the rest of the group spread out to explore the rest of the room.

“So, you said library?” Twilight asked with an excited grin as she trotted alongside North down a hallway. “Do you have many books in there; I used to be a librarian when I first moved to Ponyville. And I’ve always loved books, too”.

North smiled back at the princess and nodded. “Yes, I’ve heard from Celestia; when you were her student she said you read almost every book in the library at least once! We’ll find the charts and maps for you first; but once we’re done, feel free to browse”.

North pushed open one side of a double door ahead of them and bade Twilight to walk through. The purple alicorn gave a coo of amazement as she swept her eyes across the shelves stacked with tomes of various shapes and sizes, along with scroll tubes. North laughed softly at Twilight’s excitement as she trotted around the room examining the titles on the shelves with glee and excitement while the brown-and-white pegasus retrieved rolled up charts from a drawer under one of the reading tables and rolled them out flat onto the surface. Twilight pushed aside her attention to the books, having already formed a list of the titles she wanted to investigate further and instead came to stand alongside North at the table.

“Here we are,” the gorgeous pegasus declared. “These charts show a lot more of the land beyond Equestria. I’ve gathered them over the years. Travellers passing through have traded them or given them as gifts”. She tapped the chart, highlighting an island halfway between Equestria’s east coast and a landmass of equal size to the east.

“This is where we are now, and what Equestria generally considers the limit of the ‘known world’. To the south is Abyssinia. But the continent to the east is where you’re heading, I take it?”

Twilight took the communications device out of her saddlebags and looked down at it as she placed it on the table. The holographic imagery flickered to life, hovering in the air over the device, blinking as it pointed to the east. A touch of her hoof on the base unit, and it shifted to a wireframe image of the planet with the landmasses outlined. A southern peninsula of the eastern continent was filled in green, distant from their current position. Twilight was quietly impressed by the distance they had already covered. It was far, far further than any trip they had made previously, even on their quest to find the hippogriffs and save Equestria from the Storm King, or any of the friendship missions the cutie map had sent them on.

She traced the course their airship had taken from southern Equestria, skirting past the fringes of Griffinstone and the Dragonlands, and then out across the Luna sea for hundreds of miles, past islands so tiny they had no names on the map. The Sun Chaser was fast and had covered the distance in only a few short days, even with the hostile fog covering their way. Examining the charts, she could see how the clouds had thrown them wildly off of course. She gave an annoyed snort as she noticed this, receiving a pat on the shoulder from North as she did so.

“Don’t fret, Twilight. Your compass is working now, and you can take the charts with you. I’ll make sure you find your way; after all, that’s what I do”.

Twilight smiled at the pegasus, taking her eyes away from the chart to look at her. “Thank you, North. Your help will really make a difference to our mission, and you’ve offered us so much hospitality too”.

The pegasus shook her head and smiled. “Think nothing of it; it’s just in my nature. Please, make yourselves comfortable, and take as long as you need”.

Starlight’s reunion with her friends on the Earth-side of the portal had been a joyful occasion. Despite all of the desperate news she had to deliver and the life-or-death situation back on Equus, this moment was a relief and one she could enjoy. The girls clustered round her, and she was bombarded with questions about how life had treated her, what things she had been up to, and all other aspects of her life back in Equestria. As much as she might have wanted, there was no time to cover everything and instead she gratefully accepted an offered seat in the shade of a statue at the centre of the rectangular courtyard among the university buildings.

Fluttershy offered to share her lunch with Starlight, and the others soon chipped in, offering bits and pieces of their own food so she could eat alongside them all. As the small group ate, they talked and Starlight answered the questions about her life and how it had been since they last met, before Sunset bought the conversation around.

“So, Starlight,” the red-and-yellow haired woman said with a smile. “As much as a visit from you is absolutely welcome, I get the feeling there’s more to it than just a social call”.

Starlight’s face fell as she nodded. “Unfortunately you’re right, Sunset. As much as I wish it was just a social call, there’s more to it. Rainbow asked me earlier if it was a magic-related issue, and she wasn’t far off the mark”.

“Oh no,” Pinkie exclaimed. “Is it more escaped magic from Equestria? Or another magical object, like a magic camera that creates an evil duplicate when it takes your photo? Or a magic necklace that turns everyone into cats? Or-”

“No, no, Pinkie, nothing like that” Starlight said, holding her hands up to stop the pink woman before she continued on the tumbling cascade of ideas. “It’s not magic escaping from Equestria-”

“For once,” Rarity added, deadpan.

“-This time. No, it’s a problem back in Equestria that needs a particular kind of help to solve”.

“Maybe you ought to explain what the problem is, and how you think we can help,” Sunset said, looking serious as she leant forward to speak. Starlight took a breath, and started to explain the situation. It started off with halting slow sentences, but as she went onward and more information came out, she picked up pace until the words were tumbling out of her mouth. By the end of the explanation, Rarity was holding one of her hands, while Fluttershy laid a cool hand on the middle of her back.

“Holy shit”, Rainbow said, eyes wide and her head shaking in amazement. “A war, in the land where all the magic ponies are. I can’t believe it!”

“Yeah, and it sounds mighty serious too,” Applejack said with a grimace. “More like some of the things from our world than yer own, Starlight. You ever hear of anything like this, Sunset?”

The bronze-skinned girl shook her head slowly, face lost deep in thought. “No, not at all. Even when I was studying with Princess Celestia. The closest thing was the civil war that broke out when Princess Luna turned into Nightmare Moon, and even then; that wasn’t fought with the kind of weapons Starlight was talking about. Like you said, Applejack, this sounds like something from this world”.

The Twilight of Sunset’s adopted world adjusted her glasses and her brows furrowed in concentration. “It’s interesting how these Hollow Things have adopted a technological approach to combat via the energy they’ve harvested from magic, rather than using the magic itself and magical abilities like the ones we get through our geodes, or that we’ve seen ponies can use in Equestria. Our abilities must at least be equal to the weaponry that the Hollow Things use”. She frowned and put one slim purple finger to her chin, brushing her skirt off as she paced, moving her hands rapidly as she spoke out her theories, the others listening curiously.

“Having seen what magic can do to some degree and hearing more from Sunset and the other ponies we’ve met, and then looking at the weapons and technology of our world can do by comparison, there isn’t much of an innate superiority to either. Magic is more versatile in an immediate situation, and can be used and adopted for a variety of tasks with little infrastructure. But technology can be used by everyone without any physical requirements or abilities, and can be used over and over again by multiple users or operators, and can be taught and demonstrated simple. Magic depends on physical, mental and emotional limits and conditions, as well as innate ability and physical capability. Add to this that anyone can use weapons of any kind of power and effect, rather than only the most powerful magic users being able to cast the most powerful spells, or them coming with conditions, like our geodes or the elements of harmony as the most powerful kinds of magic. But, technology requires infrastructure and development to function, and to develop those weapons, and the technology preceding them. These Hollow Things seem to combine the flexibility of technology with the ability to dampen or suck the magic out of magic-users, and it makes them, well, pretty formidable. But, not indestructible, like Starlight described. It’s just finding a way to beat them effectively”.

Twilight stopped pacing and looked back at the other girls, all of whom were staring at her with wide eyes.

“...Right,” Starlight said flatly as Twilight blushed dark purple and sat back down, “which is why I need to find an effective way of studying them that doesn’t involve magic,” Starlight said, getting back to the core of the issue. “Because all of the monitoring or observation spells and equipment that we use is reliant on magic in some way. And while we’ve managed to block the draining effect with thick shielding walls, it blocks magic from outside too and that stops us from effectively monitoring the only one we have managed to capture”.

Sunset pondered further, getting to her feet and leant on the statue with her chin resting on her knuckles again as she squinted into the summer skies. “There is equipment that can measure the kind of things you’re talking about in this world that doesn’t use magic – well, obviously – and there are portable power sources too; generators and so on.”

“Hmm,” Twilight said brightly with a smile. “From my own studies of magic in the past, I think it’d be pretty easy to develop a device that can charge high capacity batteries from magical energy and power machinery; that would eliminate the need for a generator. And I can imagine the kind of equipment we’d need too; most of it is here at the university”. She frowned. “Although, borrowing it might be somewhat harder, even if it is here”.

“We’ll just have to be very… convincing about it,” Sunset said with a grin, rubbing her hands together.

Applejack frowned, climbing to her feet as well and giving a wary look towards Sunset and the devious look she’d adopted. “Now, sugar cube. It sounds to me like yer plannin’ something vergin’ on dishonest there, an’ in my humble experience, that don’t often lead to anythin’ good”.

“But darling,” Rarity said with an even, but hopeful tone, “surely with the stakes and circumstances you can see the reasoning behind it. Telling the truth would be admirable, but it would raise more questions than it would help. And Starlight and our other friends in Equestria don’t have that kind of time.”

“Don’t worry AJ,” Rainbow Dash said with a cunning smile. “We don’t have to lie, we just have to come up with a different truth”

“Well, call me a simple country gal an’ all, RD, but that just sounds like another way ta say ‘lyin’’” the deadpan delivery from the farmer’s mouth was enough to give Starlight pause to give a smile and a few chuckles ran around the group.

“Actually,” Twilight said, with a thoughtful expression and a smile playing around the corners of her mouth. “I think I have an idea about that”.

Luna sat with her head hanging sadly as she looked over her sisters’ recumbent form on the field hospitals’ bed. The solar alicorn was bandaged around her middle, her chest moving slowly and steadily. Her mane and tail were as they had been when she fell from the sky; pastel pink and unmoving unlike their normal steady wave. Her horn showed the cost of her exertion. The normally elegant and flawless alabaster spiral was blackened and chipped along its’ length, a sure sign that she had overtaxed her magic. Quite an astounding feat for an alicorn, and even more so for one of Celestia’s experience and ability.

Luna looked on at her sister. Her expression shifted in her sleep, becoming pained and troubled and her breath shallow, and her body shifting and struggling. The darker alicorns’ heart went out to her elder sibling. She had no doubt that she would have suffered just as much if she had used her power in the same way. Gently, she reached out one hoof and rested it over Celestia’s own; the elder alicorn's breath eased off and became calmer and the moon princess felt a flush of relief that she could do something to help her.

Reluctantly, she stood and bowed her head, planting a kiss on the forehead of her sister. She had work to do, regardless of her desire to stay by Celestia’s side until she awoke. With Celestia out of action for the foreseeable future and Twilight still away on her quest, leading Equestria was now down to her. Cadance was holding the Crystal Empire. The allied nation had become a sort of safe harbour for the flow of evacuees into the empire from Equestria. More than that, and much more grim, the preparation of a fallback line with the allies from other nations they had managed to pull together had begun there under Shining Armour's direction.

It wasn’t her only experience of leadership. Although, her last brush with it had come when she had become Nightmare Moon. This time, her rule would have to be different than her tyrannical, megalomaniacal lead. Thinking of that now just left her feeling ashamed and embarrassed; she knew she could do better than her petty jealously had lead her to in the past. She was older, more mature, and the ponies and creatures of Equestria had proven and demonstrated their love for her on so many occasions. It was the least she could do to return it.

She turned and left Celestia’s side, wandering out through the medical tent. Ponies lay on cots, bandaged and in various states of recovery or healing. In the distance, the spire of Ponyville’s town hall rose above the field of tents and distant roofs. Ponyville had become a refugee camp for the displaced ponies of Canterlot before they trickled elsewhere on it's railways and a field hospital for the wounded from the battle at the capital had been set up there. All around her ponies moved to and fro with their business and duties, paying no mind to the former princess in their hurry. Others sat in the tents, looking out with sad, tired eyes at Luna as she walked among them. Her bodyguards stood waiting nearby and came to attention as she approached.

“Your highness,” Amethyst Shadow said as Luna moved to their side. “We’ve received word from the Wonderbolts that were detached to the plateau. They’re in contact with Tempest Shadow’s forces, and are about to launch an attack on the Hollow Things forces”.

“At last, some kind of counter-attack that may stand a chance”, Luna said with a grim smile. “It’s about time that we had some kind of luck. Let us hope that these ‘Prowlers’ Twilight Sparkle spoke of are as effective as she lead us to believe.” She tossed her mane in agitation as she trotted alongside Amethyst and her other guard, Umbra, and looked out at the tent city around them. “Faust only knows we could use something positive. I shall mark it as our first successful action, and the first action under my leadership in this war. Celestia lead with grace and dedication, and her example will be the one I follow too”.

“Of course, your majesty,” Amethyst said with a tight smile and a nod. “And you shall have my aid wherever you need it, too. Anything I can do will be yours”.

“Always a loyal guard, Amethyst. I thank you for your service and your dedication. And I am sure that I will have much need for your service before this is over.”

“I stand ready, as always”.

“And I, your highness,” Umbra added in his low, whispery voice. “Whatever you need, you have only to order it. We stand ready”.

“Both of you are so loyal, and so kind. I knew I had chosen well with you both as not only my guards, but my counsel”.

Any reply the humbled pair had was drowned our and all heads turned toward the skies as they split with a rumbling roar, and a quartet of sleek, black shapes flashed by overhead at mind-blowing speed.

At the controls of the lead Prowler, Soarin tried to force tension out of his mind and body as he guided the aircraft across the landscape of Equestria. Rolling plains and clumps of woodland and farmland flashed by in a blur of green and brown beneath the arrowhead-shaped aircrafts’ wings as he and the rest of the Wonderbolt formation flew at speeds better than their personal bests with only the effort of their hooves on controls.

The Prowlers had been tricky at first, but all of the ponies had agreed; after only a short amount of time in the cockpits of the machines, they had started to feel intuitive and easy, the knowledge seemingly growing in their minds with each and every flight. A scan of their minds by one of the unicorns at the plateau facility assigned as medical staff had revealed that the information on how to operate the machines had been implanted into their minds gently and gradually through interaction with the aircraft, and that much of the rest of the technology in the base was capable of the same kind of interaction.

Little of that mattered to Soarin or the rest of the Wonderbolts now as they closed in on the position of the front-lines of the advancing Hollow Things. Instead, he was battling the nerves and the worries that rose in his head. Flying in the Wonderbolts displays and some of the outstanding and death-defying routines and manoeuvres they had performed, along with the hoof-ful of military actions he’d experienced had been enough to leave him with doubts and concerns, but this was different. Going up against a merciless and ruthless enemy, one that had left Celestia in a dire state, even after she had devastated much of their number, that had chased Ponies from their homes, and left others dead or dying; even Tirek had not done as badly.

The holographic displays pulled him out of his thoughts as chirping indicators and blinking icons informed him of the approach to the enemy.

“Coming up on our initial point, stand by,” he called out to the other three craft, piloted by his long-term team mates. In reality, he was surprised by how familiar it felt in some ways; flying to a point, then executing a manoeuvre. Just like flying a display or a stunt. Except this time, the stunt wasn’t an elaborate formation break, it was unleashing high explosives on whatever dared to threaten them and the rest of Equestria.

Thin streamers of smoke rose from the ground ahead, and as he squinted through his flying goggles, the holographic display opened a new window in thin air, zooming in on the area he was looking at through the tinted cockpit glass. It showed a clump of Hollow Things on the move. They skittered, galloped, and bounded across the landscape. Larger forms lumbered and strode among them, bristling with wicked-looking weapon turrets and spiky protrusions he assumed were some other kind of projectiles like rockets. Their inky blackness almost seemed to soak up the light, and contrasted with the ember-like glow from between the armoured plates of their bodies and the smouldering red of their eyes or other sensors. He felt an uncommon anger towards the creatures rise in his chest as he saw them, and gritted his teeth, snorting in anger.

“Spread out and take formation Cherry-Three-Pie,” he said firmly, and the other Prowlers spread out into a line-abreast formation. The Hollow Things hadn’t been idle or sleeping, and the first licks of firepower rose to meet them along with dark shapes taking wing and rising to meet them, even as they closed in at breath-taking speed.

Soarin simply pressed the frog of his hoof against the controls. Highlighted boxes appeared over the group of lumbering titans and the mass of creatures around them, turning red as the Prowlers’ targeting systems locked on. Glyphs and icons in the displays informed him of his wingponies doing the same. Another icon flicked from red to green as he reached the optimum moment, calculated by the crafts’ own impersonal machine intelligence. As he pressed the button to authorise, the Prowler rumbled slightly and began to climb. A couple of hits found their mark, the aircraft's shields rippling and shimmering as the bolts of energy hit home. The sleek craft wobbled and jumped in the air at the impact, but he was free and climbing higher, with all three of his comrades following suit.

At another touch from his hoof, the view from the Prowlers’ cameras changed, showing the view from the rear as the sleek arrowhead climbed upward. The pegasus stallion watched with his heart thumping against his ribs in anticipation and anxiety as he waited for some sign that-

He winced and turned his eyes away as the screen whited out with light-bloom and the Prowler shook in the air, the cockpit turning to deep shadows as their bomb-load exploded behind them. Once he’d blinked the spots out of his eyes and the screen had returned to normal, he looked back, still blinking and wide-eyed, turning the Prowler into a wide bank to take them over the area of their attack to get a clearer look.

A set of overlapping shallow craters marred the ground below, the vegetation a charred black-brown and leaking plumes of dark smoke into the sky. Small fires burned here and there, and steam rose in a roiling cloud from a stream bed. Of the Hollow Things, those near the centre of the blasts were piles of slag and debris. Others remained as collections of strewn limbs and body parts, with the greater majority of them unseen or unfound. Those at the edges of the blast and had not been thrown about by the concussive force and impact looked like wax sculptures under a hot sun, their edges softened and melted into rounded shapes, their forms slumped and almost seeming to have succumbed completely to gravity and lost all of their integrity. They lay dark and unmoving, with none of the smouldering ember-glow to them.

He felt a dark elation at the damage they had done to their formerly implacable enemy… but a deep stab of shock at the damage they had caused with only four Prowlers and a simple bomb load.

“Soarin, look. At the edges of the blast”.

He turned at the sound of Fleetfoot’s voice and is eyes roved to the edges of the shallow craters, the displays once again zooming in to match the direction of his glances.

Around the edges of the crater, the shapes and forms of sleek black plate and glowing red embers were climbing back to their feet, starting to move and thrive. The strike must have wiped out hundreds, but there were still more. And they were still moving, regrouping and organising.

“We barely even made a mark,” Soarin muttered darkly, feeling his heart sink into his stomach. For a moment, he thought of pulling the quartet of aircraft around and strafing them with the built-in guns, but it would be an indulgent, self-satisfying gesture, and worse; it could risk them to enemy fire or even colliding with the terrain. Instead, bitterly, he gave the order to return to base.

“Don’t beat yourself up too much, chief,” Misty Fly said over the communications channel between the four aircraft, playing up on the tone of his voice. “We might not have stopped them dead, but look at it this way: We’ve hurt them hard twice now, and we can do it again. Maybe it’ll give them a pause, and give us a chance to catch our breath”.

Soarin reappraised his thoughts as the pegasus mare said that, reviewing the action. They had smashed a huge hole in the monsters line of advance, and not long after the Sun Goddess had done almost the same thing not a day earlier. Two hard and decisive blows within forty-eight hours would, at least, make their enemy pause and take stock.

Or, so he hoped. In the meantime, they had to reload and rearm. No doubt the Prowlers would be needed again soon.

Atop a ridge a mile from the blast area, Tempest Shadow raised her head and spat out a mouthful of dirt, and shook more out of her spiky Mohawk mane. Around her, the rest of her command team did the same. The blast had been much bigger than any of them had expected, and had tossed earth, vegetation and other debris across the entrenched front line of the Equestrian army. The indigo mare wiped one foreleg across her face to clear more of the dirt and lifted a pair of binoculars to her face. The Hollow Things were slowly reorganising, recovering from the shock of the attack and the impact of the bombs. A sharp scowl on her stern, angled face, she lowered the field binoculars and turned to her second in command.

“Colonel Vigil, order a barrage of creeping fire from our artillery positions; we must take the advantage while it’s there”. He saluted and galloped away to pass on the message, while the unicorn mare turned to her communications officer, and beckoned the petite pegasus mare over. “Lieutenant, get me in touch with the field HQ”.

The white coated pegasus cranked the telephone set strapped to her sides, listened to the receiver for a minute and then passed it over to Tempest as she turned her head to look back out over the landscape from the top of the ridge.

“This is Commander Tempest,” she said as she squinted out at the scene. “The air attack was successful; no casualties from the Wonderbolt flight. The bombs did a lot of damage, and we’re pressing the advantage with an artillery barrage. Hollow Things casualties are extensive but...”

She grimaced as she looked out over the rolling landscape beyond the ridge, and the smouldering ground. “...But they aren’t stopped, just slowed down. They’re regrouping, and seem to be holding position – for now”.

The scream of shells passed over her head and she looked up, seeing nothing but a blur before the rumbling roar of detonating shells filled the air, drowning out the reply from the field phone as she looked toward the distant shapes moving, her face a mask of concern.

Twilight trotted out of the lush guest room in the lighthouse, her hoofsteps ringing through the halls as she followed the murmuring sound of voices toward the dining room they had gathered in last night with North. The alicorn frowned; the tone of the voices was concerned and their words rapid-paced. She, as yet, couldn’t pick out the exact words her friends were saying, but could recognise their tones and accents from here easily enough, and picked up her pace a little out of curiosity.

As the lavender mare pushed open the large, ornately decorated door with her telekinesis the voices died away, and all eyes fixed on her.

“Good morning?” she said curiously as she slowly walked into the room, hooves thumping on the thick rugs around the large wooden banquet table. “What’s the matter, why the sudden silence?”

She frowned as the rest of her friends and their host exchanged glances, feeling her patience starting to thin, and stamped one fore-hoof. “Girls!” she said more forcefully. “Come on, you’re all starting to worry me”.

“Darling,” Rarity began, sliding off of her seat and trotting around the table to join her, resting one hoof on her shoulder. “We got some news from Equestria, about the fight back there”.

Twilight looked hesitantly into Rarity’s sapphire eyes, as they looked back with measured concern, before her own flicked to look around at the others, their eyes having the same concern.

“What is it?” she said in a small voice, starting to feel worry mounting. “What aren’t you telling me, what happened?”

Spike jumped down from his seat, and Applejack followed him as they joined Rarity where she stood with Twilight. The three exchanged glances, and Spike started speaking. “Twilight, I got a message a little while ago. From Princess Luna; it was addressed to all of us, so I read it. The girls were with me when I read it, and I thought I should tell them too”.

“It weren’t like we weren’t keepin’ it from ya either, Twi. We only just heard and were about ta come and get ya, but then y’all came in, just as we were discussin’ it”.

“Discussing what?” Twilight said with a frown. “What was the message about, what did it say? From the way you’re all talking about it, I can guess that it wasn’t anything good”. The purple mare felt her heart lurch in her chest. “What’s happened, has Equestria been taken over? Has somepony died?”

“Not exactly, Twilight,” Rarity replied. “But there has been a... casualty.”

Applejack sighed and hung her head a moment, before reaching out and putting her hoof on Twilight’s shoulder, big green eyes looking into Twilight’s face. “It’s Celestia, Twilight. She ain’t dead, and Luna assured us that she’s gonna recover. She’s just real sick right now, after she pushed herself right hard with her magic to save a whole lot of ponies in Canterlot”.

“She’s out for the count right now,” Spike said, “magic burnout, it drained her out, and from Luna said, it was a pretty spectacular thing she pulled off too, and took out a whole chunk of the Hollow Things by doing it”.

Twilight’s face had become drawn and distraught as she listened, despite the reassurances from Spike, Rarity and Applejack that Celestia’s life wasn’t in danger. Her life through studies in magic and all she’d learned of it throughout her adventures and past, and her own experiences had showed her that magic burnout could be dangerous, even if all seemed well. And more so, for an Alicorn of Celestia’s power and experience, of thousands of years of life and practice with magic and her connection with the vast power of the sun itself to be drained to the point of magic burnout. That left her in a deeper grip of worry and terror about the Hollow Things.

“Twilight, are you… okay?” Rainbow Dash said cautiously from her seat on the table as she looked toward Twilight, where the alicorn had sat on her haunches, eyes looking into the middle distance she she spiralled into her thoughts.

“Oh dear”, Fluttershy said a she lifted from her seat with a zip of her wings and flitted over to where they had gathered to one side of the big dining hall. The butter-yellow pegasus wrapped her forelegs around Twilight and squeezed her firmly, nuzzling her head alongside the alicorn. Twilight sighed softly into her friends’ pink mane and slowly lifted her own foreleg, wrapping Fluttershy into a hug and giving a gentle shudder.

“It’s all right, Twilight,” she murmured softly. “I know it seems scary right now, but Celestia is a strong pony. She’ll be all right. And her sister is there to look after her too. They have faith in you, and so do all of us and a lot of other ponies. Whatever we do, it’ll be fine, and so will she”.

Twilight made a strangled sound and pulled back from Fluttershy’s mane, looking into her big, soft eyes and between her and the others.

“But how can you know that? How can we know that?! If even Celestia couldn’t beat them-”

“Hey!” Rainbow Dash said firmly, lifting up from her chair and zipping over to her friends and hovering above them, and looking down with a fearless expression on her face. “Come on, Twilight! We already know Celestia’s going to be all right; after all: she’s awesome, and she always has been. She kicked some flank, and showed those Hollow punks that Equestria isn’t just gonna roll over and die. And I mean, look at us; we’ve always been that awesome. We’re the Elements of Friggin’ Harmony; we’ve kicked all sorts of tail over the years, gone on quests to who-knows-where and come back stronger. And sure; we might be here instead of in Equestria, but all of our awesome friends are still there to give those things a kick in the teeth until we turn up and show ‘em how it’s done!”

Pinkie bounced up from her seat and onto the table top itself, leaning over to Twilight with a characteristically enormous smile on her face.

“Dashie is right; as long as we’re always together we can do anything, especially since everything we do is always fun, too! We’ll get through it Twilight, and Celestia will be fine. We’ve always done it before, and I know we’ll do it again this time too. You’ll see!”

She wrapped her forelegs around Twilight in a hug, and the other girls – and Spike – piled into the group hug. Twilight felt some of the anxiety drain from her as her friends pressed against her. North smile warmly at the display of friendship from the seven as she sat at her place on the table, clearing her throat gently when the group split apart and Twilight looked toward the dappled pegasus as she smiled brightly at them all.

“It’s good to see such a strong friendship. And I know you’ll all get through this too, I can see it just from the way you all are together. The clouds have cleared now, and hopefully the charts and supplies I’ve passed on to you all will help you along on your journey, wherever it takes you”.

Twilight gave a smile in reply that felt that much more genuine as it crossed her muzzle. “Thank you, North. You’ve done a lot to help us, and I can’t thank you enough. We probably would have wandered in those clouds until we ran out of food or crashed into some mountains if you hadn’t found us. Now we’re actually able to set off on the right course, and we’re that much closer to our destination too”.

The pegasus mare shook her head with a bashful smile, swishing her tail gently and ruffling her wings. “Oh, please Twilight; it’s nothing. It’s just what I do and I’m glad to do it. Especially if it’s something that can help Equestria. After all, it’s all of our home and it’s important to all of us. Your journey is important to all ponies and other creatures. Even the smallest thing I can do to help I’ll be glad for”.

“Thank ya kindly, North,” Applejack replied warmly with a nod and a smile, tipping her hat to the pegasus. “Y’all have been a gracious host, an’ I have ta say fer one, gettin’ a night in somethin’ other than a ships’ bunk was a treat too”.

“Absolutely, darling,” Rarity added. “Your home is simply divine, and you’ve been a most wonderful hostess to us all. Thank you for all you’ve done for us”.

The pegasus’ cheeks had a tinge of red to them at the thanks heaped upon her, and she dug at the tiled floor of the room with one fore-hoof as she looked down bashfully. “You’re most welcome,” she said in reply, tossing her long mane shyly. “As I said, I’m just glad to be able to help. Best luck on your journey, and I’m sure all of you will succeed in your quest as well”.

The group made their way to the entrance hall. The few bags they had bought in had been arranged by the doors, and the ponies – and dragon – slung them over their backs or shoulders. North wished them farewell once more and trotted alongside them down to where the Sun Chaser was moored. They waved as they looked over the deck railing as the gangplank was pulled aboard, and the airships’ engines came to life a throbbing rumble. Shielding her face from her hair as it danced in the gusts across the mountain meadows and squinting up against the bright sunshine, North Star raised her wings in salute of her new friends as they left, ascending into the azure brightness of the skies, and moving east, onward into the unknown.

Aboard the airship, the others turned as Twilight leant down off of the rail and lifted the navigation device Livvy had given her from out of her saddlebags. She felt a thrill run through her, mingled with relief as the holographic map floating in the air above the crystalline base pulsed an arrow in the direction they headed, strong and clear now, rather than the fractured and jumbled signal it had shown while they were lost within the cloud. As the airships’ propellers kicked in at full power, the ship caught a strong wind, tossing the manes of the ponies on deck. Clear and fresh, it filled Twilight’s nose and lungs with vigour and she felt a renewed drive to press on with their mission. Her beloved mentor may have fallen in battle, but she had shown the way, fighting to save her little ponies and all the other creatures of Equestria. And while she may be down, she wasn’t finished – like Equestria itself, she wasn’t done yet. It wasn’t over yet, because they still had each other, and that still gave them hope.

Author's Note

I LIVE

And so does this story!
I have a whole bunch of chapters written that I hadn't posted. I'm not sure why; I just lot track of things and a bit of momentum. But a friend - who's OC is in the story! - reminded me of this, and a few others chimed in too, and it encouraged me to start work on it again.

I'll be posting the remaining written chapters two a week, while I work on new ones as well, and hopefully bringing the story closer to the end as I go!

Crossings

Crossings

Scootaloo peered through the viewport built into the thick wall of the isolation chamber, her purple eyes focused on the slumped, black shape in the corner at the rear of the metal-walled room. All angles and sharp edges, it was curled up like a sleeping dog or cat, and barely moved. The ember-like glow from its’ eyes and other parts of its’ body was barely even present, so low it was only barely distinguishable against the darkness of the rest of its’ metallic shell.

The lanky teenage pegasus pushed herself back from the viewport with her forelegs, both front hooves coming to the floor with a clop.

“It doesn’t look that scary,” she said with a frown and her ears folding back. “It… looks kind of sad,” she said, as she glanced back toward the containment chamber.

Applebloom and Sweetie Belle exchanged glances with her, and looked towards Trixie. The blue unicorns’ muzzle scrunched as she listened, and she shook her head.

“Girls, don’t be fooled by how the creature may look now. It might look harmless, but don’t doubt that it can drain every little bit of your magic and turn into a deadly, terrifying monster of a creature with only a moments notice!” she said with wide eyes and a grave tone, albeit one loaded with her normal showmare flair. “Remember that these fiendish, terrible monsters have taken over half the country!”

“Ah know,” Applebloom replied, glancing between the other crusaders and then back at Trixie. “But ah dunno, don’t y’all think that one looks kinda… sad?”

Starburst pushed his glasses up his muzzle with a flash of telekinesis and looked on with a concerned frown.

“Sad?” he said, glancing at the containment chamber. “I hadn’t considered that as a reaction. From how I’ve been observing the creatures’ reactions, they seemed to be in response to it’s lack of mana to feed upon, or perhaps being separated from the rest of its’ race”.

“Well, exactly!” Sweetie Belle said, gesturing to the containment chamber. “Separated from all of your friends and everything you know and shoved into a box. Wouldn’t you be feeling sad and lonely too. And without getting anything to eat either, and nopony talking to you. That’s got to be lonely and sad”.

“Yeah, I know I’d be sad if I wasn’t able to see all of my friends and had to spend all my time alone in a box”. Scootaloo said, taking a step forward, spreading her wings as emphasis. “He’s probably really miserable in there”.

Trixie and Starburst exchanged a thoughtful look, and then looked toward the containment cell.

“Well, whaddaya think, Twi?” Applejack said. One hoof held her hat to her head as the Sun Chaser cruised onward. The oceans’ surface below them had taken on a steely-grey hue, matched by the clouds above. A chilly wind gusted around them, tossing their manes and tails across their faces and stirring their coats.

Feathers bristling against the wind, Twilight lowered the telescope held in her telekinesis and collapsed it down as she frowned toward the horizon. A huddle of regular, angular grey shapes rose toward the skies, their tops lost within the gathering clouds and the early late afternoon’s lowering sun. As they watched, flashes of light churned within the clouds, casting ominous dark silhouettes of the structures within.

“It doesn’t look very welcoming,” she replied after a moment. “In fact, it looks downright oppressive. But appearances can be deceiving”

“Can’t argue with ya there,” Applejack agreed with a nod. “Ah don’t much like th’ looks of it neither, but I ain’t about ta start goin’ back to judgin’ a book by its cover. That only ever leads to folks gettin’ themselves all in a bother”. She frowned as her emerald eyes flicked across the towering shapes growing ever more defined as the airship closed in on the shoreline stretching across the horizon. “Still, while we can agree not ta jump to conclusions, don’t mean we can’t be cautious, right?”

Twilight turned her head to grin at the earth pony. “Of course, and that’s the kind of common sense I count on you for, AJ.” She rubbed her chin with on hoof as she turned around and walked on three legs away from the bow of the ship and toward the mid-ships, where the rest of the crew were hard at work.

“Maybe rather than taking the ship right into the middle of things, we should be cautious, like you said. Let’s just take a small group at first to explore and check things out, and keep the Sun Chaser out of harms’ way. Just in case things do go,” she twirled her hoof in the air “...squirly”

Applejack raised an eyebrow “...Squirly?”

“You heard”

The coastline was a dreary stretch of grey shore. The tides’ constant motion slithered over the stony shingle of the beach, hissing as the water retreated through the gaps between the multitude of drab stones. With a sizzle of magical energy and a popping-crack sound, the air split and Twilight and her friends appeared on the shoreline. The sextet of ponies peered around themselves cautiously, spreading out as they surveyed the scene. Pinkie’s face wrinkled into a thoughtful expression as she moved a few steps away, peering at the rocky, drab ground and the stones of the beach and eyeing them doubtfully.

“I haven’t been somewhere with this many rocks in long time. And I grew up on a rock farm,” she said as she pushed at a small pile of pebbles and sent them clattering apart. “And this place could use some colour and some fun, just like there”.

Applejack’s muzzle screwed into a grimace alongside her fellow earth pony as she held her hat in place with one hoof, as a blustery breeze curled along the desolate beach, stirring the mares’ short coats of fur and sending a shiver through them.

“I ain’t one to talk bad none about anyone’s home or a different place; travel is all about goin’ places after all. But ah gotta agree with Pinkie; this place is drabber than an accountant’s coal shed.” She frowned and squinted around at the scenery. “An’ where’s all the plants at too?” she said with a frown. “No green grass, no flowers, an’ no trees worth the name neither”. She swished her tail and shook her head as she eyed a spindly-branched tree with thin leaves, bent over by the coastal wind.

“Well at least there’s someone who lives here,” Rainbow said, as she hovered in place with flaps of her wings and pointed one hoof toward the nearby connurbation. “Maybe we should start looking there”.

Fluttershy meeped and drew her wings over her face, big blue eyes peeking over the top of her feathers as she looked at the city. The tallest of the angular buildings were tall enough to brush the steel-grey clouds overhead, their upper reaches lost within the mass. The buildings were a grossly artificial steely blue-grey, with little surface detail to be seen. They positively dwarfed anything in Equestria built by the hooves of ponies. Smaller, yet still large buildings were arrayed around them, adding their bright, steady artificial lighting to the haze over the city and that stretched up the lower reaches of the monolithic towers, giving them the look of some kind of monuments and casting them in an intimidating light.

“I-it doesn’t look very, um, friendly,” the pegasus said in a whimpering tone. “I-in fact, it looks downright scary. I don’t know if we’ll find anypony – or any creature – there that can help us”.

Twilight stepped closer to the yellow pegasus and patted her withers gently. “It does look like a scary and imposing place,” the alicorn said, giving her a warm and encouraging smile, before straightening to look at the towering structures. “But, the compass lead us here, and the people here might know something about the Lemurians, or even the Hollow Things. And this is a whole new continent to us, they could give us information on what to expect”.

“Well then, less chattering and more hustling, ponies!” Rainbow exclaimed and circled around the group in a flash. “C’mon, let’s go explore this strange, new world and whatever’s in it!”

She zipped back and forth eagerly, a wide grin on her muzzle and eyes wide with excitement and adventure. Twilight rolled her eyes with a smile in the corner of her muzzle before nodding in the direction Rainbow was flitting back and forth between, the other girls picking up behind her with firm nods and wry smiles. Even Fluttershy put forth a timid one once Rarity offered her a hoof up and an encouraging smile.

Starlight eyed the equipment being loaded into the back of Applejack’s beaten up red pickup truck with a wary eye and clenched her fists anxiously as the farm girl easily handled the heavy equipment, aided by what was unmistakeably – to her, at least - a telekinetic aura.

“Relax, Starlight,” Rainbow Dash said calmly, and with a smug expression on her face and resting a hand on Starlights’ shoulder. She sighed and glanced to the blue-skinned girl and her expression flattened; the look on the sporty students’ face was all too similar to the one on her blue-coated pegasus counterpart. Even without a muzzle or pointed ears, it was still the same overconfidence.

“Urrgh,” the unicorn-in-disguise groaned, pulling one hand down her face in exasperation. “I wish I could relax, Rainbow Dash,” she answered, holding her hands up to her front, still balled into fists. “But all this seems so, I don’t know-”

“Nefarious?” suggested Rarity.

“Dodgy?” Rainbow added.

“Questionable?” Fluttershy chimed in.

“Conspicuous?” Applejack called out.

“Oooh, sneaky!” Pinkie sing-songed.

Sunset held up her hands to stop the suggestions, and gently took Starlight by one elbow, walking her away from the others a few paces.

“As… dubious as it might seem, it is all above board, Starlight,” Sunset said helpfully and adding in a reassuring smile as she did. “We aren’t stealing the equipment, Twilight and I made a perfectly worded request for the equipment for an off-campus experiment. Rarity and Fluttershy added in their own flourishes and incentives through their own skills and charms, and Applejack and Rainbow are signed on as our lab assistants. And the equipment we’re using will gather useful information that actually could be the basis for a whole host of research and study”.

“Well, that is all important of course, darling,” Rarity said, moving closer to the pair. “And while of course, us staying within the universities’ rules and practices is good for us and keeps our academic careers safe, it does all seem a little, ah,” the beautiful fashionista twirled one manicured nail in the air as she thought before continuing. “...redundant compared to the fate of both of your entire home world, don’t you think?”

Applejack leant back against the strapped-down shape of the sensor equipment and tilted the brim of her hat back with one hand as she looked down, cheeks reddened from the exertion, despite her geode-enhanced strength. “Ah gotta agree with Rarity there. While I’d be mad as hell if we got in trouble with the college an’ all, I’d be fixin even worse if I thought we could do something that’d help save all of Equestria and didn’t do nothin’ about it. Way I see it, we got the power to do something, an’ the responsibility to make sure it gets done.”

“And besides,” Fluttershy said softly, coming up behind Starlight to rest a delicate hand on her shoulder and smile. “We’re your friends, and friends with others in Equestria too. We wouldn’t be good friends at all if we didn’t help out when it was really needed”.

Starlight sighed in relief, a smile crossing her face at last, as she raised her hand to give Fluttershy’s cool, slender hand a squeeze and looked into the warm and reassuring faces of the girls as they looked back.

“Thank you, all of you,” she said warmly. “You didn’t have to do any of this, but you’ve already done so much. You really are true friends – any version of you”.

“Well, we are pretty awesome,” Rainbow said with a wink and a light bump with an elbow to Starlight’s side. “But, you’re awesome too. You helped us out before, and this friendship thing goes both ways. Not to mention, it’s just the right thing to do”.

They all nodded in agreement at that, with firm smiles, before Applejack slapped the metal casing of the bank of equipment and hopped down from the trucks’ bed. “Well then, guess it’s past time we got movin’ then right? This stuff ain’t gettin’ through that portal on it’s own now. Let’s saddle up, partners!”

The group let out a short cheer and climbed into the assembled vehicles. Rainbow and Twilight rode with Applejack in her truck, while Rarity, Sunset, Pinkie, Starlight all climbed into Fluttershy’s car. AJ gave a thumbs up out the window as she started her engine, and Fluttershy returned it enthusiastically as she took the petite, but practical sedan out of ‘park’ and followed after the growling pickup.

Starlight had ridden the bus before, but being in a car was another experience again, and she looked all around in interest, especially trying to crane her neck forward and get a look at the controls as Fluttershy drove.

“What’s up, Starlight?” Pinkie said curiously and with a grin as she watched the other woman's reaction, her eyes moving over everything.

“It’s just so… amazing! How everything fits together, how the car moves, how Fluttershy is controlling it; I never would have imagined anything so… complex! All the electricity and power that must go into it and be wired into things, and all the engineering involved in making so many moving parts and assemblies. And with no unicorns to assemble all of it...” she shook her head in near disbelief. She raised one of her hands and flexed it in front of her face.

“These things really do make a lot of difference,” she said with wonder, and the others around her all gave soft giggles, with Starlight joining in with a grin of her own as they weaved through the traffic.

Twilight and her group of friends had crossed the distance to the edges of the city with little difficulty. As they’d made their way up from the shoreline, the land had risen in a gentle slope and the terrain under their hooves had turned from a stony beach to dry, hard-packed earth spotted with large clumps of rocks, spindly, thorny bushes and shrubs, or clumps of stringy, coast-side grass. The closer the six ponies moved, the more details they could make out about the buildings of the city.

The buildings were scaled and built for creatures of a size similar to their own, from the size of the windows and openings all over them. Hubbub and the noise of activity grew as a low background sound as they moved ever closer; the rising sounds of mechanical devices in motion, rhythmic clattering and clanking and the low drone of other machinery. It was certainly a highly advanced place; all the bright lighting, smooth surfaces and busy machines pointed to that, and it was more of a futuristic metropolis than Manehattan had ever been.

What concerned Twilight and left her ears folded back and a frown on her face, however, was the lack of life around them, beyond the pathetic excuses for plants. No birds sang, or flew overhead. No small animals scurried and scuttled about their business. Even insects seemed to be missing, bar the occasional fly or other small bug. And there was no sign of ponies, or anything like them, other than the paved path they had happened upon, leading up from the shore and toward the city.

As they topped a gentle rolling rise in the terrain, their eyes fell upon a towering wall that cut across the landscape and bordered the city, cutting it off from the wastes outside. The wall, like the other buildings, seemed almost an unbroken construction, with little evidence of seams, fastenings, or joints. It had the same steel blue-grey look as everything else, making it hard to tell what it was made from, even as they moved closer. Bright lights burned at the top at regular intervals, along with what looked like sentry or guard towers. A towering gate broke the wall at the end of their path, flanked with more of the same towers for observation.

“Looks like that’s the entrance,” Rainbow said, feeling the need to say something to break the silence the group had fallen into as they had walked. Frowning and wrinkling her muzzle, she looked at the gateway. “Sure looks like they don’t have a whole lot of visitors though. Or want them much...”

“Maybe we oughta be careful. If they don’t like visitors, they might not take too kindly to us trottin’ up to their gate”.

“Maybe, Applejack. But there’s no way of knowing if we don’t get closer and try. But… it doesn’t hurt to be ready”, Twilight said firmly. “And we’ve come this far, no point turning back now”.

The six mares cautiously made their way toward the imposing portal. No weapons fire lashed out at them, nor any bolts of magical energy, or any other kind of trap or hindrance, despite the nervousness in every step. As they were practically on the doorstep and stepped onto a surface that resounded with the clop of their hooves, lights swung to focus on them, and the six shielded their eyes against the sudden brightness that overwhelmed the dim light beneath the pall of thick smog above.

“Welcome, travelers to our city. Please, remain where you are for a moment longer for the security scans to be complete, and the gates to open”. The voice’s boom was distorted by speakers and sounded almost artificial. The lights dimmed and swung away, and left the mares blinking spots out of their eyes. At the head of the group, Twilight struggled to bring her vision to focus as the gates ground open with a great groaning from the hinges. As her sight returned to normal, her eyes fell upon the figures, and the purple alicorn let out a gasp of surprise and fascination. Despite herself, she couldn’t not stare.

They were quadruped, like the majority of sapient species on Equus that she’d heard of and encountered. But they weren’t ponies, or seemingly any kind of equine. Instead, they looked closer to the deer that inhabited some parts of the Everfree forest. However, they were taller and built more solidly with thicker antlers that swept back along their skulls, instead of out to the sides. They almost looked like heavier-set versions of the Lemurians she had seen in the recordings from Livvy.

What surprised and intrigued her further was the way their hooves clicked or clattered with each step, and the gleam of lights reflected off of the intricate straight lines of silver marked into their coats. The princess struggled to find her words, to make her muzzle move, but the leader at the head of the group that had walked out to meet them cut her off with a warm, calm smile.

“Please, I understand that we may look… alarming… but do not be frightened, we mean you no harm. I apologise for the brightness of the lights, and the theatrics of our greeting. We did not mean to alarm you, it is that we have so few visitors, and there are dangers outside the walls. Come, we would welcome you and show you around our home, and explain our ways to you, while we learn about your own.” The voice sounded male, and – his, she supposed – build reflected that also, while a pair of the quartet flanking him seemed more slender. Their hooves gleamed almost metallically, and some of their antlers. All of the ones whose coats she could see had the same silvery patterns all over, laying out angular, complex shapes all over their bodies. She was reminded of textbooks and diagrams she had seen in Sunset’s world of the insides of computers or other hi-tech devices. Far more impressive and intimidating were the ones whose coats she couldn’t see, as they were totally enclosed in some form of armour. Thicker and more powerful-looking than any armour the Royal Guard wore, it made the wearers hulking and intimidating, but didn’t seem to restrict their movements to any degree.

“Thank you,” she finally managed to blurt, words falling out of her muzzle as she overcame her culture shock. “My name is Twilight Sparkle. I am the Princess of Friendship, and I am the ruler of a land called Equestria, many, many miles from here across the ocean. These are my friends, and together we are the Elements of Harmony, guardians of our land, and part of its’ overseeing council of friendship. We came here on a journey to save our homeland from a dangerous foe”.

“My name is Haglan,” he replied with a smile and a dip of his antlers to her and the others. “And while I am not the leader here, I am a representative of our ruling council. I can’t say that we have heard of Equestria, but we know of lands across the ocean, and have always wanted to learn more about them. We call our city – and our nation – Rangifera. Please, Princess. You and your friends are welcome here, let us continue this discussion within the city and in more comfortable surroundings”. Twilight found herself smiling slightly as he spoke; his voice had a gentle, lilting accent to it and was warm and rich in tone.

Haglan gestured with one foreleg behind them, and deeper into the city. The mares exchanged glances, before Twilight put on a broad smile, and trotted toward the entrance into the city, the others following in her wake as the caribou moved into step alongside them, leading them through the gate. The smiles around them and the gentle interested conversation that sparked up between them was disarming, and seemed completely genuine. But Twilight still couldn’t help putting a glance back over her shoulder as the gate groaned at the hinges and creaked as it slowly began to close behind them.

The two-vehicle motorcade pulled to a gentle stop outside the front of Canterlot High. It was after the end of the school day, and the sun was low in the sky, casting an orange sheen on everything and drawing long shadows. It was a calm, peaceful evening, Starlight reflected as she climbed out of the rear door of Fluttershy’s car, patting the metal roof fondly before shutting the door. The others moved around too, unloading the equipment from Applejack’s truck and helping to push it toward the base of the statue at the front of the school, and the portal it contained.

“Are we even sure that it’s going to go through?” Rainbow asked, peering at the portal and almost reaching to put a hand through it, before stopping short. “I mean, people have gone through plenty of times and ponies too. But, anything else...”

“Relax,” Sunset said, patting her on the shoulder. “Starswirl the bearded was-”

“Is,” Starlight corrected, prompting a raised eyebrow from Sunset before she continued.

“Okay, is, apparently, the greatest wizard Equestria has ever known. I’m sure when he created this portal that he had in mind that whoever used it might want to take some luggage with them one way or another. And it preserved my bags and the journal Twilight made for me when I took it through. I’m sure it’ll be fine”.

Applejack, Twilight and the others came up, pushing the wheeled banks of equipment before them as Starlight lead them. Sunset turned to face them and nodded to Starlight.

“Ready?” she asked with a smile, and the light purple-skinned woman gave a hesitant smile.

“I… guess? Honestly; I don’t know if I’ll ever be ready, Sunset. Being here with all of you, even as briefly as it was, it felt like a break. And I almost feel guilty for that too; they need me back at home”. She shook her head and grimaced, wringing her hands anxiously. “It’s… bad back in Equestria. Getting worse every day. I need to get back, and I wish you girls could come with me, almost. Your counterparts are doing their best on their quest, but right now, we need anything and everything we can get”.

“Well, what are we waiting for!” Dash said, holding her hands out and looking to the others. “C’mon, right? Saving worlds is what we do, fighting the forces of evil? I mean, isn’t that our thing?”

“Now hold on there, hero” Applejack said, holding out her hand to stop Rainbow from charging right into the portal. “Not that I ain’t agreein’ with ya an’ all, but we got responsibilities here. An’ besides, if those things do get outta control and over run Equestria, then we’re gonna need to be here to guard our world”.

“Applejack is right,” Sunset said with a nod. “Who knows what might come through, or what might happen with magic here if things in Equestria are upset or thrown off balance”. She hesitated and chewed her bottom lip a moment, green eyes staring longingly at the portal.

“Darling?” Rarity said in question, lightly touching her arm. “Are you worried about Equestria?”

“Very,” she admitted with a sigh and a slump of her shoulders. She gave a small, guilty smile at the concerned faces around her. “All of you have made this place my real home, and there’s nowhere else I’d rather be”.

“But Equestria is where you’re from,” Fluttershy said with a soft smile and a gentle touch to Sunset’s shoulder. “It’ll always be special to you, and there are people there you care about. It’s where you were born, and where you grew up. It has a lot of memories for you”.

Applejack gave a wry smile, putting one hand on her hip and tilting up the brim of her hat. “Ah reckon we can probably handle things fer a while without ya, just so’s y’all can go back on check on things or whatnot”.

Rainbow rolled her eyes and folded her arms across her chest, and pouted, huffing as she did. “I mean, you won’t have all of us to be as awesome as you could be, but someone’s got to stay here and look after things I guess. And if anyone’s going to go through other than Starlight, then I guess it makes sense it’s you, after all”.

Rarity and Twilight added encouraging smiles to the group and Sunset sighed in relief, eyes gleaming with moisture for a moment. The girls all came in for a hug – roping Starlight in as well – before drawing apart. With a firm nod and a tight smile Rarity nodded at Sunset and Starlight. “All right, ladies. Enough delays before we all decide to go with them and be damned with the consequences. Get back to Equestria and save the day, so you can get back here all the sooner.”

The other girls voiced their approval similarly, and backed away to give the pair space as they lined up the wheeled monitoring equipment and the necessary tools, wiring and other paraphernalia that would be needed for it to work and had been put into bags or carts, or even just draped across the machinery itself.

“Ready?” Sunset said with a nod to Starlight. She positioned her hat and then nodded in agreement, setting her face into a firm, determined expression.

“Ready!”

Starlight heaved a push forward and moved toward the portal at a gentle jog, leaning to look around the head-high equipment in front of her as she did. The mirror-like glass at the base of the statue loomed closer, showing her rapidly approaching reflection, before with a flash and a blurring of lights, she plunged into its’ magical depths.

The Rangiferans had been as good as their invitations so far, much to Twilights’ relief and that of her friends. Their city seemed clinical and intimidating at first, and their appearance a little unnerving, especially some of the more ‘augmented’ individuals, but they seemed perfectly amicable and friendly.

The walk from the gate was only short. A large wheeled vehicle with an open-topped passenger compartment and an enclosed driving position for another caribou at the front waited for them. Vigga, one of their female escorts climbed into the cab at the front as Haglan lead the rest of them into the compartment at the rear. With a grumbling whine of some kind of engine and a gentle lurch, the vehicle set into motion on eight wheels.

As they moved through Rangifera, Twilight couldn't help but look around at their surroundings with a combination of awe and curiosity. The city was sleek; the same blue-grey material formed many of the buildings and fixtures, while in other places white stonework and gleaming pearl-grey competed. Neat sidewalks bordered paved roads with a moderate to-and-fro traffic of quiet, purring vehicles with mixed numbers of Rangiferans in them. Buildings of all sorts passed them by. Some looked like eateries or gathering places. Others like offices or businesses, and others still like factories, or any number of other things she could only guess at.

Their vehicle turned a corner onto a broad avenue, complete with the first green-leafed trees she had seen since coming ashore lining the middle strip of the road. At the far end, two of the immense, monolithic buildings they had seen from outside clawed at the skies above. This close up, it was even more awe-inspiring to see the true scale of them. She had compared them to Manehattan’s skyscrapers before, but they were far, far larger and much less numerous. Canterlot Castle was the biggest building she'd ever seen, and it made even those soaring peaks and turrets look small. Only a mere four of the gigantic constructions thrust into the clouds from within the towering walls of Rangifera, two ahead of them and two behind. All of them were gigantic, with huge dimensions across their base and numerous entrances and exits of all sizes going in and out of their ground, and even second, third, and higher floors above ground.

“You seem fascinated by the towers,” Haglan commented, picking up on Twilights’ curiosity and the focus of her attention as they drove onward. “They are part of how our city generates power, and defends itself. They draw in clouds through a circuit of spell-stones and mana-batteries. The convergence of spells from all four towers charge the clouds into thunderclouds. The lightning from them strikes the towers, and the resulting electricity is stored in immense capacitors. Each tower also projects part of a powerful shield over the city”.

“A shield… you have enemies out here?” Twilight asked. “It seems virtually deserted, from what we saw outside the walls, and we didn’t see any signs of any creatures at all”.

Haglan nodded, a grim expression settling over his face and twisting the silver lines and patterns into distorted shapes. “Yes, unfortunately this land is now a wasteland, with only the hardiest things clinging to life. It used to be beautiful and verdant, or so we are told. Now the only greenery and life left is what we protect here in Rangifera, and it helps keep our people alive as well.”

“What happened to everythin’ else?” Applejack asked from opposite them. “Y’all say there’s ‘enemies’ out here, did they have somethin’ to do with it?”

“After a fashion,” Haglan answered, looking at the earth pony mare seated across the passenger space from him. “But look, we have arrived. Come inside, we will talk more in comfort. I’m sure we all have a lot of questions for one another”.

They ascended the broad, shallow steps of the building they had arrived at after disembarking from the transport. The building itself was a curiosity; it was linked with the cables and gantrywork that connected other buildings they had passed, and had panels of the same dark, dully-gleaming material that made up large sections of other buildings in Rangifera that they had seen, but there were also sections of pitted, weathered stonework among them. Even a casual look could tell that this building was old, and had been built with pride and elegance in mind, from its’ fluted columns, slanted, tiled roofs and inlaid sculptures that had succumbed to the passage of time.

The doors – also looking more modern than the rest of the building – slid open after a moment, a light turning from red to green above them. Haglan and his companions lead the way into the brightly lit, clean interior. As soon as they stepped over the threshold, Twilight found the warm, ambient lights more suited to her eyes than the dim conditions outside. The constant sounds of the city were inaudible inside the building as well. Combined with the bright white paint, royal blue and red of carpets and decorations, and the lovingly cared for varnished reddish wood panelling, it was like another world entirely. Only the artificial lights attached to the ceilings and the subtle mechanical enhancements of their hosts really gave any clues, and they almost looked out of place by comparison. Haglan lead them into a lavishly furnished room with a long, low central table surrounded by cushions. He sat upon one, and bade the others to take seats. The room was quiet and comfortable, with only the dull buzz of the lights to interrupt the stillness.

“Thank you for welcoming us so warmly,” Twilight began hesitantly. “Your city is fascinating, and there’s so much I’d love to learn about it. And I’m sure you’d be interested in the differences and similarities in our cultures too”.

Haglan bowed his head in acknowledgement. “Of course. We do not get many visitors. In fact, you are the first for years, and I am most curious about what has bought you to Rangifera from so far away across the ocean”.

“It hasn’t been an easy journey,” Rarity said, speaking up to join in the conversation. “But it is an important one. Our homeland, Equestria, is under attack by a race of vile creatures. They absorb our life force and are immune to our magic, and destroy our cities”.

“And almost nothing we have works to fight them! They’ve got all sorts of weapons out the butt; lasers, rockets, you name it. But our best doesn’t stack up, which is why we’ve come this far”. Rainbow Dashes fore-hooves clomped on the table as she spoke, and her wings flared in annoyance and frustration, the other ponies nodding in agreement. The caribou looked among themselves a moment, before Vigga, answered back in a melodic, if somewhat accented voice.

“So, you are looking for weapons to fight these creatures? And that has bought you here?”

“Kind of,” Twilight continued, picking up the thread of the conversation. Reaching into her saddlebags with her magic, she levitated out the navigation device that Livvy had given them, setting on the table, where the hologram glowed to life. Immediately the caribou murmured in fascination and leaned closer over the table, casting glances among themselves and looking with curious eyes toward the object.

“This device, where did you acquire it? And what is its’ function?” another of the females asked. Her antlers had been replaced with artificial ones that gleamed under the lighting. Along with the silvery markings on her face, it gave her an air of authority and seniority. The firm and unwavering tone of her voice added greatly to the effect and made Twilight feel as though she was being examined in a courtroom. Thankfully, Applejack spoke up as the purple alicorn stumbled over her words.

“An ancient and powerful wizard, who was also kinda instrumental in our country comin’ to be what it is discovered an ancient ruin. Seemed as though it were connected to the creatures runnin’ all over and destroyin’ everythin’ and that the folk who built it fought ‘em. So, anyhows, we went there and found a whole bunch of fancy technology”.

“And that’s where we met Livvy!” Pinkie added with gleeful enthusiasm. “She was super nice, especially for a computer. She helped protect us from this really big airship sent by the meanies, and gave us these super-cool flying machines, and Twilight’s fancy compass to help us find the Lemurs!”

“Not Lemurs, Pinkie, Lemurians!” Rainbow Dash corrected, rolling her eyes and smiling. The smile left her muzzle as she realised the room had fallen quiet and the Rangiferans were staring intently at the six ponies.

“Did… we do something wrong?” Fluttershy asked in a quiet voice. “We didn’t mean to,” she said quietly, hunching back into her seat and curling her wings around herself.

The four caribou looked among themselves for a moment, before Urlur, the other male of the quartet spoke up. His voice was deeper and much more sonorous than Haglans, and matched his formidable size and bulk.

“To hear you mention the Lemurians is very…” his ears twitched and his jaw moved as he searched for the right words, his sharp, intense look moving between the six ponies’ faces. “...Curious,” he finished after a long pause. “They are deeply important figures to our people. Rangifera owes much to them, and much of our society is moulded by their influence”. The other Rangiferans around the table gave deep, serious nods at the words as the ponies looked between them.

“We meant no disrespect,” Twilight said quickly. “We had no idea-”

“How could you,” Freun, the other female caribou, replied. “We have only just been introduced, and you had never heard of us. How were you to know of our peoples’ history or how we have lived. It is not a case of harm done, Princess. Just one of surprise and fascination, that you should arrive here of all places, after finding yourselves in possession of Lemurian technology”.

“Perhaps it isn’t a coincidence,” Rarity said hesitantly, exchanging looks with the others before she continued. “You said that the Lemurians are people you owe a lot to, and that they had a big influence on your society? Maybe the compass lead us here to find you, or something you have?”

“The Lemurians legacy is what our city is founded upon. Our ancestors took in the last survivors of their civilization as their cities turned into tombs. In return, they raised our society to this advanced state, giving us the means to protect ourselves against the things that live outside the walls”.

Vigga nodded sombrely. “They felt it was their responsibility to protect and guide us”.

“Ohhh, like teachers, or parents leading you to grow up and learn about the world, bringing you up safely with all the things you need to live a comfortable life”, Fluttershy said eagerly with a smile. The caribou looked at one another uncertainly, before Urlur replied. “Not quite, Fluttershy,” he replied hesitantly. “While the Lemurians did care for us, certainly, their gifts to us and their sense of responsibility came less from the care for us, and more from their sense of shame and obligation. Their war against their enemy and the fallout from it is what made the environment out there, and the… things… that stalk it”.

“Your city was founded by the Lemurians, and their technology is part of your whole civilization?” Twilight said with a note of awe in her voice. “There could be any number of things here that could be instrumental in our quest, or help us find the way to their cities-”

“If it’s the Lemurians’ cities you want to find, then you won’t need a compass; we know where they are. But the journey there is not an easy one, nor a safe one either. The remains of their cities are full of the legacy of their wars”.

“What are you talking about when you say ‘legacy of their wars’” Rainbow Dash said, hovering up from her seat. “Like, old collapsed buildings, ruins and stuff? Or some kind of freaky robot weapons, or zombie Lemurians? Because I’m ready to take something on.” She swiped at the air with her hooves and snorted. “So far on this trip we haven’t managed to get ahead, and if something needs a skull cracking, then sign me the buck up. At least something we can fight would be straightforward!”

“Settle down there, hero,” Applejack said, tugging at the pegasus’ rainbow-striped tail and pulling her back into her seat. “While ah can’t say I don’t disagree with ya, goin’ off half-cocked and with a head fulla spit ain’t gonna help none if we don’t know what we’re up against”.

Twilight looked down at the compass device and watched as the indicator pulsed, the holographic arrow pointing down at the ground. She frowned and then looked up at Haglan and the other caribou.

“I don’t know how reliable or clever this thing is. But… it hasn’t steered us wrong so far, and I think that there’s more here for us to understand, and that we both have things to help one another. Rangifera was important to the Lemurians, and they had a big influence on your city and its’ technology. I don’t think it’s a coincidence the compass lead us here”.

Haglan looked at the pulsing indicator as Twilight spoke, and nodded in thought. “I think you may be right, Princess Twilight. There are many things the Lemurians left us. Many have guided our way and given us a lot to keep our society and people thriving. Lemurian knowledge and technology have kept our people fed and our homes warm, lit and clean, and our people safe. But there are other things they have left us, other secrets and knowledge we have never been able to unlock and technologies or machinery that has never come to life for us or worked within any of our lifetimes. Perhaps with the equipment you have bought or even with your magic and knowledge, it may yet show you what you need”.

“Awesome!” Rainbow exclaimed with glee and wide eyes. “More super-cool secret technology. Last time it was wicked-awesome fighter jets. Maybe this time it’ll be what we really need to kick the flanks off of those Hollow Things, like some kind of super weapon system or some kind of kickass super armour or something!”

Rarity rolled her eyes with a corner of her muzzle turned up in a smile, while Twilight chuckled behind one hoof. Even the caribou gave smiles of their own at the cyan pegasus and her excitement.

“Could you show us to these things?” Twilight asked, curiosity and excitement lighting up her face at the thought of new knowledge to uncover, and the fact it may yet lead them further on their journey. “There’s no time to lose!”

“Of course,” Freun replied with a smile and a dip of her antlers. “But perhaps first, we should make time for refreshments and rest. After all, you have journeyed a long way. And I for one would like to hear your story of how you crossed the vast ocean, and the other places you have seen. And of your home, Equestria, also!”

Pinkie sprang up from nowhere between Vigga and Haglan, stretching her forelegs around their shoulders and drawing them into a characteristically crushing hug and grinning ear to ear as she did.

“And if we’re going to tell you about Equestria, we abso-tively-posi-lutely have to throw a party. Because that’s one of the things that makes Equestria great… and I haven’t had an excuse to throw one since we began this trip; and it’s kind of my thing,” she added in a fake hushed voice and a whisper toward Vigga’s ear. “Besides, making new friends is definitely something worth celebrating – and I’d love to see how you guys celebrate too!”

The surprise on Hagalan’s face at the sudden appearance of the pink pony morphed into amusement and a grin crept across his long muzzle as she spoke, and he nodded.

“It is a while since we have had visitors, as I said. And I’m sure our people would appreciate a chance to celebrate – it is a while since we’ve done that too. And we could all use some more colour and cheer. Please, my friends; make yourselves welcome. We will show you to quarters to rest for the night, and then tomorrow we will show you what you seek, and plan a celebration for the evening that all can enjoy”

Rarity cleared her throat delicately and caught Twilight’s attention, and the alicorn turned her way with a quizzical expression.

“Darling,” she said gently and in a lower tone and a reassuring smile. “While this is all very fortuitous and the Rangiferans are very charming and accomodating hosts, perhaps you should make them aware of the crew on the Sun Chaser, and vice versa? They may be wondering where we are...”

Twilight winced and slapped a hoof to her face, before turning back to face the Caribou.

“Ahem, ah, excuse me Haglan...”

Sunset felt the same disconnect of time and self that she remembered from every trip through the mirror portal. It was no surprise; having your body and being twisted, warped and changed by magic to be a different kind of creature altogether isn’t going to be something that’s as simple as a snap of the fingers… especially since one of those creatures didn’t even have fingers. The awareness of the technicolour vortex between dimensions, worlds, or whatever it was lasted only long enough to be aware of it’s existence. It was dreamlike, experienced with no senses but at the same time with them all, before like waking from a dream but with eyes already open, she was in reality once again… and rapidly losing her balance!

Her legs felt wobbly and awkward, and however she tried, she couldn’t stop teetering and catch herself. She fell forward, putting her hands out to stop herself – and then realization quickly caught up as she felt things quickly return to normality as her front hooves clopped against the floor, and her tail swished behind her. Chuckling to herself, the golden-yellow unicorn shook her head wryly. “I should really be used to that by now,” she said with a self-deprecating smile.

Looking ahead of herself, she was relieved to see that, despite Rainbow Dashes’ worries, the equipment had all arrived as it had left, and was all in one piece and in the state it had left in. Starlight was already taking charge of her carts of equipment, and also of her restored unicorn magic to make pushing the equipment that much easier. A moderate amount of concentration – which resulted in the top of her tongue poking out of the corner of her muzzle – the tapering horn on her forehead came to life with a fiery red glow that also surrounded the equipment she’d been given to take charge of.

“Sunset, everything all right?” Starlight asked as she looked back over her shoulder at the yellow unicorn. She nodded in reply with a slight smile curling the corners of her muzzle.

“I should be used to this by now; I’ve been back and forward from one world to the other enough times that I ought to be used to the transition from two legs to four… and from hands to hooves”.

“Ehhh...” Starlight answered, waving one forehoof in the air with a smirk. “To be fair, it’s not exactly an everyday thing to get used to. Although, I suppose for Hippogriffs it’s pretty standard”.

Sunset shook her red-and-yellow mane and rolled her eyes as she trotted to Starlight’s side. “Well, as much as I love debating the relative natures of Equestria’s native species and the nature of transformational magic, I think we had a priority to take care of. After all, that is why I came along”.

Starlight blushed and nodded “Sorry, I can get a bit distracted when I find an interesting topic”.

Sunset chuckled and patted her on the withers with one hoof. “All that time as Twilight’s student obviously rubbed off on you”.

They both laughed as Starlight lead them through the halls and corridors of Twilight’s one-time castle, now given over to Starlight, Trixie and Sunburst and the School of Friendship for additional space.

The crystalline castle lacked none of its’ former magnificence, and it was hard to separate the place from the shadow that Twilight cast over it, even in her absence. Even without the Princess of Friendship in residence, it was always her castle. After all, it was her actions and those of the other Elements of Harmony that had raised the castle to begin with.

The pair descended through the levels of the castle, and then to its’ below ground vaults and chambers. Sunset marvelled as they went; she had never explored, nor seen so much of the place. Guards ponies started to appear more frequently, guarding staircases and corridors. The next turn the light purple unicorn took lead them into a dead-end corridor with a great vaulted door.

“That doesn’t look like part of the original castle,” Sunset ventured, looking up at the door with a mixed sense of curiosity and trepidation. “Unless Twilight had a lot of treasure she never told anyone about”.

“School fees,” Starlight said with a grin. “Got to keep the school running somehow”.

Sunset laughed in reply, before her face turned more serious. “This is why we’re here, isn’t it?” Starlight nodded in reply, her muzzle setting into a thin, hard line. “It is. I… don’t know what you’re expecting, but here we go”. She directed a firm nod to the door guards, who returned it. Both of them unicorns, their horns lit up in unison. A sigil on the door shifted pattern and the locking wheel on the door started spinning. Sunset steeled herself and took a breath as the lock ground open with a resounding clank, and with a groan of metal, began to swing open.

Author's Note

No OC's in this chapter, it's all canon characters or ones made up specifically for the story. But plenty of important revelations and meetins happening in this chapter!

Connections

Connections

The underground vault seemed almost impossibly vast. Ducting and pipework ran everywhere with catwalks and raised walkways spanning the cavernous expanse. Bank upon bank of lighting was arrayed across the ceiling, chasing darkness into pools in the corners. Banks of machinery were hard at work, giving the whole space an aura of noise that blended into an ever-present humming concerto.

Twilight and her friends were in awe of the spectacle. It was outside of the Equestrians' experience to see such technological sophistication. Even in Princess Twilights' journeys to the human world, she'd only seen such things in pictures.

The Lemurian facility at the plateau in Equestria’s southern reaches had been impressive, certainly, and well beyond any level of technology they had seen before. It had been smooth concrete and metal, and the underground hangars and facilities had been impressive, but claustrophobic by comparison to this. The underground caverns of Tartarus were larger, however, and even some of the caverns within Mount Unicornia, below Canterlot were a comparable size. But the space they looked over now was… almost unbelievable. Not least of all, because as Haglan had informed them, it had been excavated entirely by artificial means by the last Lemurian survivors that had created the city and this space, as well as entrusting and teaching the Rangiferans in its’ use. But what they had left to them to do that was what dominated the space, bathing in the glow of the banks of lights.

What Twilight and the others had been expecting, they weren’t sure. But it wasn’t what lay before them. At the centre of the underground vault, gleaming softly under the the lights was a streamlined, elegant, but powerfully built and imposing shape. Twilight leaned over the railing along with the rest of her friends, violet eyes narrowing as she studied the shape, trying to get a better look at what was in front of her. Her eyes traced over the lines and the shape, noting the swept-back surfaces, the rows of windows, and the gaping apertures at the rear. Hatches and openings of various sizes lead into the construction and as her eyes flicked from place to place, she was reminded of books she had read, and of the comics Spike and Rainbow Dash often indulged in. Her wings spread in surprised and her tail flicked as she turned to look to Haglan and the other Rangiferans.

“Haglan, is this-”

“This is a space ship, right?” Rainbow Dash exclaimed. “It’s some kind of totally bucking awesome, super-cool ship or something, it has to be! Just look at it, those are definitely thrusters or engines of some kind at the back. And that looks like a bridge. And are those gun turrets, or rocket launchers?!”

Twilight gave a snort of annoyance, but looked to Haglan as the question was asked, and the caribou nodded as answer.

“As far as we can tell, and from what’s been told in the accounts passed down through the years it’s a flying vehicle. A ship, like Rainbow Dash says, but one that sails through the skies rather than the seas. And much faster and more technological than any airship or balloon. And there are machines in there – computers – full of more information than any library I’ve ever heard of. If anything can lead you further on your quest, then it would be in there. We have never managed to get the ship working beyond the computer systems that have bought knowledge and information to our people over the centuries. It just seems to be… dormant, somehow”.

Twilight levitated the compass in front of her and activated it with a caress of magic across the controls. The pulsing indicator pointed squarely at the ship and it was brighter than she had seen it to date. If anything was an indicator, that seemed like a plain one. The other ponies looked over as she levitated the device, moving it so they could get a better view, and they looked from the pulsing indicator to the craft in front of them.

“Well, that looks pretty certain to me darling” Rarity said, glancing back and forth. “So what next?”

Vigga, Haglan and the other Caribou looked among themselves, before Freun looked back to the ponies.

“Shall we go inside?”

Sunset looked away from the equipment, the readouts and displays glowing and working steadily. Cables snaked across the floor, running from the equipment arrayed around the walls of the laboratory space to the observation ports around the containment cell in the middle of the space. A bank of glowing blue spell crystals arrayed into a generator provided power through captive electrical spells. Custom fashioned and improvised connectors linked the cables to the generator, turning the laboratory into a mismatched blend of Equestrian magical science and the technology of the human world.

“Well, it all seems as ready as it’ll ever be,” the yellow unicorn said with a grim expression. “Everything seems to be as calibrated and in working order. Ready to start monitoring whenever you want”.

Starlight checked over the magical instruments alongside Sunburst, lifting a roll of paper printout in her magic and studying runes hovering over the equipment. “Looks like everything is all right here, too. No time like the present, I guess”.

Sunburst nodded in agreement, lifting his glasses in his magic and cleaning them on his cloak. “It seems like everything is ready to go”. He peered through the viewport into the holding cell, his muzzle forming a tight, firm line, looking in at the Hollow Thing. For once, it was more active. The activity and movement around its’ cell seemed to have spurred it to life. Sunburst moved over as Sunset peered in alongside him in curiosity. As she saw the black shape of the techno-organic creature, she frowned. It was larger than a pony, but not immense; it was built more heavily, and with an angular, sharp-edged shape to its’ body and no fur, and no thickly-haired mane or tail. She had expected, from Starlight's description and the things she had read since being in Equestria and the castle, that it would be a hulking creature of a blackness darker than the void of space and glowing like the embers of the sun itself. Instead, she found it almost… pitiable. It looked sick, almost ill and poorly in appearance. The plated armour-like surface of its’ body was a pallid grey and the seams and gaps between a feint, weak, sputtering gleam of dull orange. The creatures’ posture almost reminded her of one of the little dogs that the Fluttershy of her own world – the other world, she corrected herself – looked after at her animal shelter. The tiny ‘toy dogs’ that couldn’t help but shiver and tremble all the time. She gave a ‘hmm’ of thought and Sunburst looked over at her with a quizzical expression. She caught the look and shrugged.

“I guess… I was expecting something a bit more impressive. From what Starlight said about the way they’ve been rolling over Equestria and all of the army, I thought they’d be more… impressive.

Sunburst frowned and pushed his glasses up the bridge of his muzzle. “It seems to have, well, deteriorated since we’ve had it in our control. I’m hoping that by monitoring it with the equipment you’ve provided, we may be able to get some answers”.

Sunset nodded thoughtfully and looked over the banks of equipment, the electromagnetic readers and monitors, the infra-red sensors and detectors and the other devices, and then back to the cell.

“Has anyone tried talking to it? Find out what’s wrong with it, what it needs or what it wants?”

Starlight and Sunburst exchanged looks and then looked toward Sunset.

“Every time anypony tried to get close, it'd just start draining their magic. It seems like it's not even intentional, necessarily,” Sunburst answered. “It's never tried to communicate with us in any way”.

The red-and-white maned unicorn looked thoughtfully through the little viewing port into the chamber. The isolated Hollow Thing raised its' head and looked back, its' dimly glowing eyes looking back at her. She held it's look for a moment, before the creature lowered its' head back to the floor of the room, looking back at nothing once more. Sunset turned back to the other unicorns, the same thoughtful look on her face again.

“I know these creatures have been running all over Equestria, and that lots of ponies have... died... because of them. But...” she frowned and her ears flattened back, eyes darting as she thought, looking toward the floor of the room. “We've all learned things from Princess Twilight and her friends, and not the least of those is forgiveness, and friendship. Shouldn't we try that first at least? Even if it doesn't succeed, shouldn't we at least try first? It's what ponies do, after all”. The other two looked at one another, expressions faltering before Starlight nodded, drawing herself up taller and a firm look came onto her face.

“You're right, Sunset. Twilight would want us to try. It is the right thing to do”

Sunburst gave a small, humble smile and pushed his glasses up his nose, giving a quick nod of agreement. “All right. I'm with you both. What's the plan?”

The voices of the Hollow Things, their collective identities or senses of self swirled in the not-quite-hive-mind that the Pony of Shadows had become part of. As their designated leader and chosen 'head', they battered at his own 'self' with their demands and insistence.

They hurt us, the voices declared angrily and intensely. They damaged us, killed many of us. Hurt them. Make them pay.

The bombing attack by the flying machines had taken him virtually by surprise, despite the knowledge they had that the ponies had only a bare handful. He had thought – foolishly, as it turned out – the Equestrians would not risk the use of the aircraft so soon and in so clumsy an attack. And they had been shrewd in following it up with further bombardments from their big guns and tanks, and lobbing bombs from pegasi overhead. It kept the ponies themselves out of reach, limiting the numbers that could be drained to feed the endless hunger.

He projected reassurance and soothing thoughts to the horde. Patience, he reassured them with a warm confidence. They can do so little, and there are so many of us. They strike only to delay us, but we are like the tides themselves. We draw back only to crash against them again and again, and like the seas, we will wear them away, like rocks broken into sand by the endless waves. They cannot resist us, they cannot outlast us. Their best weapons are so few as to make no difference, even if they hurt us.

The dark being turned his senses outward, channelling into the knowledge of the Hollow Things, looking through their senses as his forces spread outward. Hollow Shades was gone now, the settlement and the surroundings it had broken down by Hollow Thing drones and specialised creatures and turned into materiel to further their needs. A citadel had been erected. A towering structure of ominous matte black and ember-glowing orange, with the same feint hexagonal pattern as all their works. A collection of upthrust pillars and columns, each of them were hexagonal themselves. Around the fortress/factory/refinery, the ground had begun to grow bare, more dead and wasted. For miles around, the trees, grass, and creatures had disappeared, leaving nothing but bare, dead landscape. The Hollow Things needed magic to live. The magic that was intrinsic to everything in Equestria, and on the surface of Equus itself would be consumed to power them to ever greater heights and lengths of sophistication and complexity. Nothing would, could stand against them, as they consumed the very essence of Equus itself to fuel their civilization.

Further outposts and fortresses were being put together as they spread out, acting as relays for the growing horde. Each would absorb from around it, channelling and funnelling the magic around them into the structure of the fortress and opening a portal to the limbo realm where more imprisoned creatures could be bought forth, more complex and advanced forms could be pieced together and sent out. The urgent thrill of power and anticipation sizzled through his form as he contemplated this, feeling the motions of the titanic beings straining on the other side of the gigantic gateway at the heart of the citadel, now dozens of times bigger. Soon, was all he could image to the horde as they clamoured at him. Soon.

His senses shifted again, riding out on the Hollow Things out in the field. He could feel through their senses the draw of magic just on the fringes of their notice. Over the rolling meadows and ridges, past copses of trees and across fields, there was a pulsing ebb and flow of magic, a knot of energy that called to them like a sirens' song, and stoked the embers of hunger in their souls to a burning, almost painful fire. They wanted it, and so did he. The Equestrians had gathered there, falling back after the Hollow Things had routed them from their capital, and the place had a significance, a sense of safety. And that made him want to take it more. The forest that lay beyond, stretching across the horizon as a low, dark line sung with raw energy too. A banquet ripe for devouring. They would have both. The Pony of Shadows turned his attention around, directing thoughts, summoning forces and building a strategy. Tendrils of the horde were already spreading out, searching out new sources of energy to keep their machine running. But this would be the hammer to strike the anvil. Resources would be diverted, forces mobilised and emplaced. And then, all in one fell swoop, they would take them all. He felt the surge of excitement and approval from the horde around him at the idea, and revelled in it. It would be glorious, and propel them onward, taking their victory through the rest of Equestria and beyond.

Luna looked up as Tempest Shadow walked into the main chambers of Ponyville's town hall. The room had been taken over as a command centre for running the defence of Equestria, as well as managing the town's status as a fallback camp and rally point for the wounded from the front lines. Ponies pored over charts, maps and desks covered with paperwork, photos and more. The buzz of conversation was constant, joined with the harsh crackle of magic-powered radio sets along one wall.

The purple unicorn, clad in her dark-hued guards uniform crossed briskly over to the lunar alicorn. Dust and dirt coated her armour, and there were bags under her green eyes. Nonetheless, she stood tall and professional as she drew to a stop in front of the former princess and current leader of Equestria.

“Princess,” she said simply. “I have news from the front, as you requested”.

“I am no longer a princess, Commander Tempest. Simply 'Luna' is good enough”.

Tempests' face said she thought otherwise, but she nodded briskly all the same as Luna pressed on. “It is not difficult to see that the battles are not going in our favour and these Hollow Things are still pressing us further. But pray tell, was the aerial attack successful?”

Tempest grimaced and pawed the tiled floor of the room before she answered. “It was devastating,” she replied carefully. “And it did hit a large number of the Hollow Things assembled at the front line. And it has seemed to make them more cautious and restrained in their attacks, but for all that it held them back, we're not really able to effectively counter-attack with the openings it gives us, and they're already moving to outflank our battle lines. The ammunition we've expended holding them in place has been... staggering, your maj- I mean, m'am. We have reserves for another two days at the current rate of expenditure, and that will only last as long as there's not another big push. And,” she tossed her mane with a grimace. “The tanks all need maintenance desperately. The numbers we've lost due to their weapons are well above our 'acceptable' losses. And we've been fighting them harder than we ever have before, too. The stores of spares and replacement parts are running out almost faster than we can fit them. More are coming from the factories, but that will take time. And the tanks themselves are not easy to replace. Others are being shipped here by rail from other parts of Equestria, but it's not just the tanks”.

Luna grimaced and nodded in understanding. “Of course. It is also their crews. Our little ponies are not hardened and regularly trained in the ways of war, and so very few understand and know how to crew the tanks. And it is not just the machines that are damaged”

Tempest nodded grimly as the night-blue alicorn summed up the situation elegantly.

The night-blue alicorn hummed with a severe expression on her elegant muzzle, her waving, star-flecked mane shifting ethereally with the motion. Her gaze roved across the map in front of her, lingering on the battle line. The river to the north of Ponyville formed a natural barrier, and the Everfree Forest to the south formed another. If the Hollow Things could force their way across the river, it would be simple for them to sweep around and cut Ponyville off. Tempest shifted on the spot and waited quietly as the alicorn studied the map and contemplated her options, and what her enemies' strategy might be. Ponyville seemed to be their target, for some reason. The horde could easily have moved to the west or south. And indeed, some number of them had been reported in scattered incidents and altercations in those regions; Chicoltgo and Whinnyapolis had begun moving residents away in evacuation programs and mobilising local militias. Was it time to do the same here? Abandon the town that was not the capital of Equestria, but one that almost seemed its' heart and center?

“What are they doing now?” Luna asked as she looked back toward Tempest. The unicorn gave a sour expression as she answered.

“As far as I can tell, they're just... waiting. I don't know what they're waiting for, or why. But they're just sitting there, just outside the range of our artillery. They haven't made any moves to attack yet, just... sat there”.

Luna frowned, her ears flattening back as she considered that, looking down at the map. “That does not particularly inspire confidence,” she remarked dryly. “I cannot imagine it is anything good that they are waiting for.” she considered the map again, and sighed. “Do you think there is any advantage in any further aerial attacks, commander?”

Tempest looked down at the map between Luna's hooves and hesitated before answering, her green eyes looking across the symbols on the map marking the locations of the battle lines and units.

“...If we can hit them as they mass, maybe hitting a large concentration of their troops, or some of the larger, heavily armed creatures. If we could find out where their headquarters was, or if they had some kind of command structure, then that would be an ideal target, but-”

Luna nodded. “But we have not yet found such a thing, yes”. She sighed again “Return to the front, Commander;” she said absently, resting both fore-hooves on the table and not looking to the unicorn. “And we will do our utmost to see that you receive the supplies you need to ensure our safety. And your skill and efforts are most greatly appreciated, as are those of the ponies you command”.

Tempest bowed her head and stepped out of the room, leaving Luna to contemplate the map further, before she gave an annoyed snort and reared back to the floor on all fours, feeling the need to pull herself away from the map.

Luna drifted through the town hall, looking at the ponies around her at work. Stallions and mares were busy everywhere, carrying letters, notes and scrolls, answering field telephones and radios, and other tasks. Others prepared potions and other medicines, rushing them out to troops in triage outside. It was a kind of organised chaos. She wasn't sure if Discord would have approved of 'organised chaos' or not. It was a surprise to herself that she felt a subtle pang of sadness at the loss of the draconequus and the knowledge he was gone, as she stepped down the stairs leading up to the town halls front doors and onto Ponyville's streets. The sun was low to the horizon, and the clock at the centre of town told her as much as her own senses, in tune with the rhythms of Equus and the Moon itself told her it would be time to lower the sun and raise her moon very soon. The alicorn wandered further, her thoughts leading her on a random course through the small, pretty town's streets, past ponies whose faces she recognised, nodding absently as she passed.

Thinking of the Moon lead her down one avenue of thought. Like her sister had, she could turn the Moon's fury on them, use her link with the celestial body she was an avatar of to wreak havoc upon the Hollow Things, but the cost would drain her. Such magic was ancient and primal, and drew a lot from one's own self and being... and could she risk leaving her little ponies, with her sister and Twilight gone, and with Cadance so distant in the Crystal Empire? And as resourceful, brave, and decisive as Cadance could be, she doubted that the Princess of Love had the heart to wage a war of this magnitude – not that that was a mark against her; a kind heart was a thing to be cherished.

She gave a snort of frustration, looking up at the reddened evening skies overhead. Even if she did bring the Moons' gravity down upon the Hollow Things, it was no guarantee that she would strike them all. After all, they were many and spread out, her attack could kill many, but it would be concentrated into a single place and instance, and many others would escape.

The distant crackle and pop of gunfire rolled in on a chilly breeze from the north, sounding eerie and spectral as the sun dropped lower. Luna looked around at the tiny town, and her heart sank; there really was only one option left for these brave, lively and unique citizens of Equestria. Another stab of regret jabbed into her heart as she lit her horn to lower the sun and raise the moon, and began thinking on how she would break the evacuation of Ponyville's civilians to Mayor Mare.

The interior of the Lemurian ship had been even more of a fascinating tour than the exterior and the gigantic chamber it had been located in. Their Rangiferan guides had told them it had been there for literally centuries, something Twilight could barely believe, given the state of the ship inside and out. It was brightly lit, clean, and tidy, all of which were an excellent frame to show the broad, high corridors panelled with smooth, clean plastic, elegant instrument panels inlaid with shining brass and clear crystal. Floor panels made of spotless alloy and warmly glowing ceiling panel lights. The whole vessel hummed steadily with power, despite the numerous cables and wiring that had been run off of the ships' engines to feed the city above. Twilight had questions, more than she could even begin to list, let alone ask, and more leading on from those, and the Rangiferans had been happy to answer as many as they had answers for. But the chief ones among them for the princess of friendship had been how and if the ship related to their quest, and in what way it could help.

That thought was on all of the Equestrians minds as they gathered on the ships' bridge, stood in the centre of the roughly semi-circular room, with their three guides. Twilight had sent a message to Spike, instructing the crew to bring the Sun Chaser nearer to the city, with no obvious or immediate danger in place, and now that they were introduced to the cities' residents. Now that they were on the bridge of the vessel, they had spread out in curiosity, asking quiet questions to Vigga, Fruen, Haglan and the others as they came to mind, drifting into small pairs or trios as they looked over things.

“What about that doohickey, Twilight?” Applejack said, nodding toward the saddlebags around the alicorns' middle as she and Twilight stood with Haglan at the middle of room by the most ornate of the chairs there. “Th' one ya got from Livvy?”

Twilight fished the device from her saddlebags and held it out. All three looked on with interest as it glowed to life and a low, sonorous hum emanated from the device. Applejack's eyes widened, and Haglan tilted his head with a curious expression. The device flashed up holographic readouts into the air above it, held in Twilight's upturned hoof. Multiple windows opened, each filled with scrolling data and images, flashing rapidly through, and crowding the air between the three of them. “Whoa nellie!” Applejack exclaimed, backing away from the device. “It's gone nuts!”She yelped and jumped back as a beam of light shot out from one edge of the device and into a gem or lens-like aperture on the big bank of instruments that ringed the bridge. The others turned around at the sudden motion and looked on in awe and surprise as displays flickered to life, holograms shimmering into existence above consoles and stations.

“I didn't do it!” Twilight stammered as the ships' instruments sprang to life with whirrs, whines, and hums.

“Yes darling, but what is it you didn't do?” Rarity said in a hushed murmur as she looked around the room. “It looks like Livvy's device was the 'on' button”

“Just so,” Vigga said as she examined the nearest bank of instruments, the shining silver patterns in her horns reflecting the glow of the holographic displays and controls. “I've never seen the ship so full of life. What does it all mean?”

“Some of it looks like the same stuff that Livvy had floating around,” Rainbow said as she fluttered around the bridge, pointing out icons and runes with a hoof. “I mean, makes sense, right? If it's all Lemurian, then some of it would be written in the same language, or mean the same things?”

“Some of the runes are the same as others we have seen,” Urlur said, examining one of the consoles Dash had pointed to. “Especially the same as those on the collector towers that power the forcefield that protects the city. We know that the shield and the ship are linked,” he said as he leant back, sitting on the deck. “Perhaps this ship is able to control the shield somehow, or the collector system”.

“Why don't you ask it?” Fluttershy said quietly, looking to Twilight. “I mean, we found out all about Livvy and what she did by asking her, so why not ask the ship, too”.

Twilight opened her muzzle to argue against the idea for a moment, before closing it again: she couldn't argue with the idea, after all. Fluttershy was right, that was almost exactly how they had got through to Livvy in the first place. Feeling suddenly self-conscious despite her position as Princess of Equestria, and of friendship no less, she straightened her neck and back and walked forward a few steps, hooves ringing against the deck plates. “Ahem,” she began, clearing her throat and lifting her muzzle toward the general direction of the ceiling. “Hello, ship. I am Princess Twilight Sparkle of Equestria. I have been given directions to this um, vessel by an artificial intelligence-”

“Greetings, Princess Twilight,” Livvy's voice said warmly from the air around them. “It is good to speak with you once more. I understand you will have many questions. I hope I am able to answer them all”

“Awesome!” Rainbow Dash said with glee. “Livvy's back!”

“Hello again, Rainbow Dash. I am pleased to be back”.

“Livvy,” Rarity said as she turned her head toward the ceiling. “Perhaps you can explain to us what is going on in this city, and how the Lemurian technology for gathering the storms' energy is linked to this splendid ship?”

“The vessel is the control point and system for the energy capacitors for the city above. Its onboard systems regulate the flow of electricity, as well as control the programs – what you would term 'spells' – that charge the towers and stimulate the storm clouds to produce lightning. The shield system that protects the city is an extension of the ships' own defensive shield system, enhanced to protect the city from the Hollow Thing wraiths”.

“Wraiths?” Applejack said warily. “That sure don't sound good. What the heck are they?”

“They are what we mentioned previously,” Freun said, answering the farmer ponies' question. “The things that stalk the plains outside of the city and have scoured them of life, and that haunt the ruins of their cities”.

“Correct,” Livvy chimed in. “I have used the sensors on the collection towers to survey the area and have located approximately one hundred and fifty wraith-class autonomous weapons within four hundred miles of the city. None appear to be on a current course toward the city, but all are in active search-and-destroy mode”.

“A hundred and fifty of the buggers?” Applejack said, tipping her hat back and shaking her head. “Horse apples, that's one heck of an army. An' these things are something to do with the Hollow Things? Y'all are lucky yer city has this shield thingy if there's that many of 'em”

“If there are that many, why haven't they attacked and overwhelmed the city yet? I mean, even with a shield, that's a lot of them, and they must be dangerous if a shield is needed,” Twilight said with a frown, touching one forehoof to her chin in thought. “Not that I'd want them to, of course. I'm just surprised”.

“They only ever come a few times a year,” Vigga said with a frown. “The shield is weakest with the summer and winter solstice, and with the new moon. It seems as though there is some connection.

“Magic,” Twilight said without hesitation. “The mana field of Equus is at its' weakest when the sun and moon are furthest from the planet. If the shield draws from the planets' natural magic field in the form of the generated lightning, then it stands to reason it'd be weakest at that time, and having to draw on the stored energy.”

“That's great that you understand the theory, but how do we make use of it?” Haglan said frowning. “After all, the shield has held them off so far, and should continue to do so. And how does this connect to your journey?”

“We'll have to travel to the Lemurian city to continue our journey,” Twilight said, looking across at Haglan, then back to the controls. “Isn't that right, Livvy? And there must be some reason behind us being directed here, to this ship, by the compass?”

“You are correct, Princess. This ship does hold the key to the secrets you seek in the capital of Lemuria, to the south. And it would be too dangerous to proceed without it as protection from the dangers of the ruins.”

“But without the shield, our city will be defenceless!” Freun cried out. “We'd be left as prey for the wraiths out there, they'd swarm the city and overwhelm us easily. Even with our augmentations and armour, we wouldn't last long!”

“This is, regrettably, also correct.” The AI replied with a sad tone.

“Well then,” Twilight said firmly. “We're going to have to find a way to do something about that, aren't we!”

“I know I've already asked you a dozen times, but just to be really really sure; are you sure about this Sunset? Because it really does seem like a terrible idea”. Trixie's wide eyed look flicked between the armoured door of the vault and the yellow unicorns' face, which was set in a determined expression. “Can't you just shout through the door, that would count as talking to it. It would be much safer than going in there with that monster”.

Sunset gave a sideways glance to the powder-blue unicorn and the edge of her muzzle drew up in a slight smile; whichever world she was in, Trixie was always Trixie. It was kind of reassuring.

“Well, frankly no; I'm not sure. But maybe trying something crazy is what we all need right now. And if Twilight's taught any of us anything, it's that trying to talk and make friends is never a bad idea.” Trixie subdued a little at that, but the nervous look remained, and Sunset patted her on the shoulder with one forehoof and gave her a reassuring smile.

“I'll be fine, Trixie. But thank you for worrying. If anything goes wrong, then Sunburst and Starlight will open the door, and you and the guards can pull me out. All right?”

Trixie gave a short, sharp nod and a wan smile. All the same, she took up position near to the door and forced a stern expression onto her muzzle, holding a hoof up to signal Starlight and Sunburst that Sunset was ready. With a hiss and a creak, the thick steel door hinged open and swung outward. Guards around and behind the yellow mare raised their rifles in readiness with a click-clack of rifle bolts being worked. Trixie lit her horn, just in case the creature dared to try any sudden movements. Exchanging a final glance and a nod with the blue unicorn, Sunset stepped forward into the chamber.

Sunset wasn't sure what she'd expected when she walked into the room and into the creatures' presence. She'd read and heard how they 'sucked' magic out of ponies, like Tirek turned up to maximum, and how even being near the creatures was debilitating to ponies. She imagined she'd feel some kind of draw or pull from the Hollow Thing that lay in the corner, or some kind of chilly ache from deep inside her core, maybe a sapping of energy and a sudden tiredness, nausea or fatigue. She'd braced herself mentally and physically for such an assault, holding in a breath. And instead she felt... nothing.

She let out the breath with a sigh, and looked toward the Hollow Thing under the bright lights of the chamber, and found it looking back at her. It met her green-eyed gaze with the dull, guttering embers of light that seemed to mark its' multiple eyes at the front of the wedge-shaped head. A dull, pitiful mechanical-sounding groan came from somewhere within it's body and with a whining and whirring of what sounded like electronics, it rose onto all fours, but remained in place in the corner of the room. A flickering, stuttering glow fitfully ran across the hexagonal outer shell of its' black armour-like carapace, but it less resembled a hi-tech system in action than an old TV flickering as its' tubes died. With a grinding whine, it took a step to steady itself, and she noticed it was swaying, almost wobbling in place slightly and the head was dipping even as it held the gaze with her.

“It looks- you look sick,” she said cautiously as she studied it, and then glanced around the room as she started to think. “Shut in here, with these thick walls, cut off and away from the others, and from magic... you must be starving,” she murmured, to herself as much as to the creature. She looked back to it, and found it watching her once more, with that unblinking gaze. “Do you understand me?” she said, taking a tentative few steps closer; the thing didn't react, simply standing still. It didn't move to attack her; though she wasn't sure if it was even capable of doing so. It's weaponry had been stripped away while it was incapacitated and it looked weak and unsteady. But underestimating it would be more fatal than anything.

“Be careful, Sunset!” Sunbursts voice said urgently over the speaker into the room. “We have no idea what it might do; it might just be waiting for an opportunity to drain you of your magic”.

“I think... I think it's hungry,” she said louder for the benefit of the bespectacled unicorn monitoring her from outside the chamber. “I'm going to try something, keep monitoring with the instruments”

Outside, Starlight was looking over the banks of instrumentation that she had bought back from the human world with Sunset's help. Connected to mana-batteries providing electrical power, they were recording all manner of information and data about the creature as Sunset interacted with it. Some of it was more puzzling than others, and some was beginning to give her insights into how the creatures worked. At the mention of Sunset 'trying something' the purple unicorn winced and stood up off of her haunches, rapidly turning around and scrambling to look through the viewport into the chamber.

“Sunset! Don't do anything rash, or Twilight will kill us both, especially if you're dead!”

“I'll be careful, I promise”

“You're already not being careful!”

Sunset didn't have an answer for that, and her attention was already taken by the magic she was working. Her horn glowed and she summoned up her magic, weaving strands of glowing energy into existence and shaping them into a small globe on front of her, about the size of an orange. The Hollow Thing perked up and showed an interest as the magic gathered. Sunset kept a careful watch on the thing as she pushed the little globe of magic toward it. The angular, mechanical-looking creature didn't hesitate or wait as the magic grew closer. The hexagonal patterns on its' armour lit up near the pointed front of its' head, and the glow on them grew brighter as the globe shrunk away. The weakly glowing embers of light between the armour plate joins grew a little brighter, as did the lights of its' eyes, taking on more of a fiery orange hue, and the creature stood taller and more firm on its' metalshod feet. Sunset felt a shiver along her spine as the creature stood taller, more alert, and stronger. Its' eyes focused on her and it dropped its' posture, lowering its' shovel-shaped head with a series of whirrs, whines and electronic fluting sounds. The red patterns gathered at its head again, and Sunset drew herself tall and set a stern expression.

“You can drain my magic – or try to – but you do, and you'll be cut off again, left in here with no food, and no contact. I saw how weak you were, and you felt it – you don't want to be like that again, and I don't want to see you like that again. I'd rather keep you alive. And if you co-operate, then I'll feed you again. You understand?”

The Hollow Thing held Sunset in it's gaze a moment longer, before it straightened back up and stepped back a few short paces, the hexagonal glow dissipating back into the pattern that flowed across its' outer shell every few seconds. There was a moment's quiet and Sunset opened her muzzle to speak again before there was a sudden hissing, buzzing voice that seemed to come from nowhere on the creature, yet everywhere at the same time.

“Yes,” It said, keeping her fixed with that quartet of glowing eyes. “I understand”.

Sunset's jaw fell open.

The holographic wraith hung suspended in the air at the centre of the bridge. Livvy had explained it was less-than life-sized, but it was still bigger than the ponies and the Rangiferans, even as a hologram. The wraith looked like some kind of deep-sea creature, long and eel-like with a body made of spined, segmented rectangular sections. The head was a fearsome skull-like apparition, with ferocious fangs and the characteristic multiple eyes that glowed like embers. Unlike other Hollow Things, it didn't seem to have obvious weapon systems, but there was no doubting they looked dangerous.

“Ugly suckers ain't they,” Rainbow said, hovering in the air in front of the things face and poking at the hologram with one forehoof. It shivered and wobbled in mid-air, and she made an imitation of its' toothsome grimace as it hung in the air. “What's so dangerous about them, other than their looks, anyway. I could believe those are bad enough to knock down a city”

“They are quite fearsome,” Urlur agreed with a slight smile. “But no, it is not their looks that are the danger. They have powerful energy blasts they can use to attack and cause damage. And they seem to be able to absorb energy as well, but never enough to drain the shield”.

“So like, if we have the super cool ship turned on now, why don't we use it to kick their butts?” Rainbow asked, looking from the hologram back down to the group assembled around it. “I mean, it's got plenty of weapons and all. Can't we just blast 'em?”

Twilight looked up at the hologram and then out of the bridge window. It looked along the ships' hull toward the bow, overlooking the multi-gun turrets and hatches on either side of the central hull. There was no doubt that Rainbow was right as far as the ship's firepower went; it definitely had it. But was that the way she wanted to go? A war of firepower and weapons wasn't the Equestrian way, but was the Equestrian way enough to deal with the Hollow Things?

“Livvy,” she said hesitantly, eyes still looking out the bridge window. “These wraiths. Are they... intelligent? Do they have thoughts or feelings? Can they be reasoned with?”

“Twilight darling?” Rarity said with a concerned tone after looking at the others and stepping closer to her. “What is it?”

“Rarity,” she answered, looking around at the white unicorn. “It's just... I know that the Hollow Things are attacking Equestria with no mercy and no restraint, that they're using all sorts of weapons and killing ponies and creatures with no hesitation. But even when we have fought in the past, it's only been as a last resort, and only with the Magic of Friendship backing us up, like the Elements of Harmony or other magic. Going into a battle like this, using weaponry and fighting so... openly like this. It just doesn't seem like us. It seems like we're losing something, or giving something up. Something that isn't us”.

“Regarding your query, princess,” Livvy replied in her normal, neutral tone. “Wraiths are inorganic constructs. They are comprised only of mechanical components and systems, with simple programming and directives, and no higher functions. They are last-attack weapons; deployed as 'revenge' weapons after the Hollow Things were imprisoned and defeated, and acting on their last instructions to destroy as much as possible, with no regard to allegiance or strategic or tactical considerations, simply acting as scorched earth weapons. They attack targets that have any kind of energy output, especially magical energy to replenish their own energy reserves to keep functioning.”

“They sound more like animals than people,” Fluttershy said as she listened to Livvy's words. “Although, like not very nice animals. If they're just doing what comes by instinct, rather than thinking about it”

“Yes, although those instincts are not natural themselves,” Vigga replied. “If they are programmed, as Livvy said, then someone had to create those programs. It must have been these Hollow Ones that did so, creating them to act as weapon systems”

Pinkie shook her head sadly. “That's a sad thought,” she said. “Being created just to destroy things, with no thoughts of fun, or any other of the great things in life. I don't think those Hollow Things really get the ideas of fun so much. Maybe that's why they didn't like the Lemurians”.

“Maybe,” Applejack said with a frown. “But it sure don't sound like these Wraith things are gonna listen to friendship or reason at all, even if the Hollow Things might. These Wraiths just sound like a train which runs with no driver. They're just machines, from what I hear y'all sayin', and we're gonna have to get past 'em if we're goin' ta get to the Lemurian city. An' we can't leave our new friends here without their shield... so if we got a chance to do somethin' to help 'em by getting rid of these monsters, then so much the better, right?”

Twilight's muzzle screwed up as she considered it, but she let out a sigh and a nod eventually. “All right then. Maybe you're right; if they're machines, then maybe it is our only choice; they can't be argued or reasoned with, and we can't make friends with something that doesn't even know what friendship is. So instead, we need to come up with a plan to take on these things. We've got the ship and its' weapons, let's hope they're powerful enough. Livvy, will they be effective against the Wraiths? And is the ship fully functional?”

“Yes, Princess. The ship is at eighty three percent of operational status. This is well within parameters for combat. All weaponry should be effective against wraiths – provided we are able to target them effectively; their manoeuvrability is their greatest advantage and defence”.

“Then that means we gotta get them into a place where we can hit 'em, like rounding up clouds to make a storm,” Rainbow said, punching one hoof into the other.

“Making a storm, well; that's exactly it,” Rarity said with a thoughtful expression. “If they're drawn to magic, then we have exactly the right thing. The collector towers that turn the clouds into storm clouds and power the shield. They use magic, do they not?”

“Of course,” said Haglan. “After all, that is why they attack us every month or so, when the shield is weakest. It is the collector towers and their spells that attract the creatures along with the life in the city. But what are you proposing; that we lower the shield and allow them to come towards the city on purpose? That is a... most risky proposition”.

“But one with a great payoff,” Twilight countered, her expression turning from one of doubt to a growing confident smile. “And I think I know exactly how we're going to get them where we want them, and hit them where it hurts. And it'll solve all our problems at once!”

Author's Note

Time for the real hi-tech stuff to start showing up! I've been getting towards this point, and I'm eager for the first steps on a couple of big reveals!

Strategy

[Celestia walked the halls of Canterlot castle, wrapped in thought, her rose-coloured eyes moved silently from sight to sight. As the guards at a door saluted her, she gave them a warm, beautiful smile and shook her head. “You know, you don’t have to do that any more”.

“Yes Prin- er, m’am.” The unicorn guard said, keeping his eyes fixed ahead. “We know we don’t have to.”

A slight blush rose on the alicorns snow-white cheeks, and she bowed her head in a gracious nod as she moved through the door, flapping her wide white wings and gliding down a staircase to the lower, subterraenean levels of the castle. Another pair of guards stood ahead, and came to attention and opened the door into a long, vaulted corridor.

As her hoofsteps rang against the stone floor, she examined her thoughts. Twilight and her friends’ reports of the aftermath of Fillydelphia and the carnage there had sent her memory spiralling back thousands of years to much, much darker times. Of a castle broken by a division between sisters, and of a war between sun and moon that had left swathes of land devastated and scores of ponies dead.
How long had it been since Equestria had fought anything that could be called a war? In the thousand years she had reigned alone, there had been battles, and the guard had been mobilised to fight on numerous occasions, certainly. They had guarded Equestria against danger, but they had always rallied under her banner and guidance. And, as the Princess of the Sun and its’ living avatar on Equus, her power had, most often, been enough to end any threat over the ten centuries of her solo reign. Only reluctantly and with reservation had she ever sent her ponies into danger. And even then, they had been equipped as best she could give them.

Since then, well before her sisters’ return as first Nightmare Moon, and later as her true self, had neither her Solar Guard nor her sisters Lunar Guard ever had to fight in their true capacity. Instead, they had mostly been present for honour and ceremony, with some status as VIP security. Not for centuries had they had to mobilise in any force or strength with their real fighting equipment.

In the face of the impending threat that Twilight and the rest had described, and their ability to consume magic in order to enhance themselves, the Royal Guards would be forced to rely on primitive tactics and weapons other than magic. It was a way that they had not fought... ever.

It was inevitable than many of her Little Ponies would die. And the thought stabbed a blade of fear into her breast. Even if she was no longer the ruler of Equestria, the long, long centuries she had ruled and the form and shape she had given to Equestria and its’ culture and society, the unity and harmony she had given to her ponies and the other citizens of Equestria were her work, and she had put so much of her love into Equestria, and to all of her ponies, that anything that could hurt all she had made was like a wound to her.

Despite herself, and her resolve, the snow-white alicorn felt tears well in her eyes at the thought. She had created a land of peace, friendship and harmony, where ponies would not have to fight and die. That they should have to...

She angrily scrubbed the back of one foreleg across her face. The anger was at herself for feeling so weak and sad, and at the situation for having come about.
Taking a deep breath to clear her mind and control her breathing, she poised herself before the heavy, thick double doors, before lighting her magic and stepping through.

Faces turned as she stepped through, and she gave a small, tight smile. “I’m sorry to be late, everypony. I was a little... distracted”

“Dawdling, Sister?” Luna said with a slight mocking tone, though one that came with a smile. “Most unlike you”

“Never mind, at least we’re all here,” Twilight replied, taking control of the floor as Celestia seated herself alongside Luna. The room was a virtual powerhouse of Equestria at that point. Three out of five alicorns, the whole council of friendship, Starswirl the Bearded, and a smattering of the other most powerful and notable ponies in Equestria, all bought together by Twilight’s call.

“I don’t think I need to recount why we’re here,” Twilight began, her voice measured and serious. “You’ve all heard – or seen – what this new threat has done to Fillydelphia, and to other places too, as we’ve heard and found since. What we’re here to talk about is what to do next, and how we go about stopping it. I’ve never fought a war before. Never thought I’d have to, but it looks like we’re going to have to, whether we like it or not, which is why I’ve called you all here. You all have skills or experience we’re all going to need to be able to try and fight back, and stop any more creatures from- from dying unnecessarily.”

The words hung in the silence of the underground chamber for a moment, accompanied only by the quiet clearing of throats and the shifting of bodies on chairs, before Twilight picked up again.

“Celestia, Luna; you have more experience than anypony here. I hate to bring up old times, and old memories – but I know that there were wars fought during your rule, and you won them. So, I want to draw on your knowledge. And the same with you Tempest Shadow – you commanded armies before, fought battles. If you’re willing to, then I’d like to ask for your help too”.

The three ponies in question exchanged looks, with a nod passing between Celestia a Luna, as the smaller of the two alicorns spoke up.

“Of course, Twilight. As we have always said; we’re here whenever you need us, and defending Equestria is always something we will do with all of our will and strength. Our skills and experience are yours to command”.

Tempest nodded firmly in agreement. “I’m no Princess, Twilight, or former one at least; but I can agree with everything Luna said. You reached out to me in friendship and gave me a chance. I’ve made Equestria my home, and found friends here among its’ people. All of my skills are yours”.

Twlight nodded gratefully and smiled at all three, who returned the gesture with nods.

“I will take care of the overall management of logistics, resources, and our strategic positioning” Celestia said confidently. “Luna will handle combat strategy and distribution of forces. Tempest; would you handle battlefield strategy?”

Tempest nodded briskly, while Luna gave a slight smile and a nod, while Twilight turned her attention to the other ponies. Sunburst and Starlight sat on the other side of the table, along with Star Swirl.

“Sunburst, Starlight; you’re the only ponies other than I that I can think of that know nearly as much about magic or research – and wow, that sounded way less arrogant in my head – but it’s true all the same. If anypony can get some answers, I’d trust it to be you”.

Sunburst levitated his glasses off of his muzzle and polished them with the corner of his cape, while Starlight’s muzzle set into a firm line and she nodded . “Of course, Twilight” she answered. “Anything we can do, we’ll do. But,” she said with a frown, and one ear flicking, “why can’t you do the research with us? We’re more likely to find out what we need if all three of us are working on it”.

Twilight looked to her friends, and then to Starswirl who kept a measured expression, running one hoof through his long white beard.

“Because we’ll be somewhere else, Starlight. Starswirl?”

The veteran unicorn stood and paced slowly to the head of the table . “Thank you, Twilight. For the rest of your benefit, as Twilight and I have already discussed my findings; I have information and knowledge that might yet help us all, and Equestria – Equus – altogether.

“During my years of study and research,I came across many accounts of many civilizations, cultures and countries, and all manner of creatures. And when I received Twilight’s summons and warning about these creatures terrorising Equestria, it reminded me of something I had learned, long ago.”
Star Swirl’s horn lit with the glow of magic he illuminated a picture in the air, almost like a screen, showing the place he had been with Daring Do, showing the engraved ruins and the ancient stonework, high on the jungle plateau.

“Hundreds of miles from here, far in the south east and on the very borders of Equestria on the Celestia Sea, I found this long, long, abandoned place. It was concordant with the research I had done many centuries ago, before I and the other Pillars were trapped in limbo. It related to an ancient civilization, old even before Equestria’s time, from far across the ocean, and how they had travelled to Equestria. Something about them, a warning or a message, told of creatures, a swarming army of them that were ever-changing as they swept across the land, consuming life and magic of others and growing bigger, more powerful, and more deadly as they did. And powered and driven only by their hollow hunger. The exploits that wrote of them called them Hollow Things.”

He paused, studying the faces around the table, all of them fixed on him as he spoke, many nodding in understanding of his words, faces tight and concerned or listening attentively.

“It is my opinion that these creatures that have come to plague Equestria are the same things written of in these journals and essays from a far away land. Somehow, they have returned, many centuries later, to become a threat to us, too”.

“And Twilight and the others going on a quest is related to this?” Starburst asked as he leaned forward, looking up at the elder wizard with a curious expression.

“That’s right, Starburst,” Starswirl answered with a nod. “The other thing that the journals mentioned, along with some other accounts I managed to find after much cross-referencing of the sealed sections of the Royal Archives here at Canterlot were that there was a titantic conflict, far across the ocean in this far away kingdom. They struggled, and fought for many moons against the Hollow Things. But the way they finally managed to turn the tide was through the use of six mighty Guardians. Not ponies or creatures, but some form of machine or device; the translation wasn’t clear. Apparently the Guardians drove the Hollow Things back enough that these ancient people managed to exile the Hollow Things.”

“So, if these ‘Guardians’ still exist, perhaps we can use their abilities in the same way,” Luna suggested, waving one hoof. “If Twilight and her friends can make the journey, then we too must hold the line here, for their return”.

Twilight nodded to her friends, who had tight, but firm expressions on their faces, mixed concern and determination as they sat opposite and looked at the other ponies around them. The lavender alicorn took position at the head of the table once more.

“It’s not a lot to go on. And these kingdom – Lemuria – may not even be there any more. Thousands of years have passed, and these Guardians – if they even exist – might have rusted to scrap by now, or been swallowed by earthquakes or volcanoes. But if it’s something that gives us a chance, then we have to try.”

“Ah don’t mean to be a stick in the mud,” Applejack said, raising a hoof. “An’ I sure ain’t sayin’ I won’t go with ya neither. But, are we sure this is the right course? An’ I don’t just mean goin’ after the Guardians. I mean, fightin’ a war and all. War just... ain’t the pony way, not to me at least. It just don’t seem right. We’ve used rainbow friendship lasers plenty of times, of course. But it’s always been that – friendship. Fightin’ folk and talkin’ about killing other ponies or sendin’ ‘em off to fight... it just doesn’t seem right. Shouldn’t we be tryin’ ta talk to these creatures?”

An uncomfortable silence fell on the room for a moment, and Twilight bowed her head, ears drooping.

“I keep asking myself the same thing, Applejack. And it doesn’t seem right. It doesn’t seem the pony way of doing things. But from everything Shadowfeather said, and from what the survivors of Fillydelphia said; these creatures don’t even talk. I want to resolve this peacefully, more than anything. And if there’s any other chance, any chance at all that this can be bought to a discussion, a truce, or a standstill, and that we can resolve this war with friendship as our option – then I’ll do everything to get that result. But in the meantime, we have to protect Equestria, and all of its’ creatures, until we can get to that point. And if that means going on a quest to try and learn more about these Hollow Things and to retrieve these Guardians, then that’s what I believe in”.

Applejack nodded, though her expression stayed one of resigned disappointment.

“Well,” Pinkie said, smiling as she bounced up onto the table with all four hooves. “If we’re going on a trip, then I’ll pack us plenty of supplies! After all, a trip with friends to a whole new place is going to be super exciting! Think of all the new places we’ll get to see, all the new friends we’ll get to meet, and all the new parties there’ll be to have. And ooooh, we’ll have to have travel games to pass the time, and songs to sing while we’re camping too! Especially since we’ll need something to keep our spirits up, when the nights get cold, and lonely, and we’re far away from home! But we’ll make it through, since we’ll be together, and I’ll be the morale officer for our trip, too!”

She grinned widely at the rest, reaching out to scoop them into an impossible hug, tight enough to make everypony’s eyes bulge as she squeezed them with improbable earth-pony strength.

“Oh, I can’t wait!”

Canterlot Castle and the city surrounding it clung to the steep, western face of Mount Unicornia. On the northern face of the mountain, arranged in stepped platforms and tiered plazas stood the cities’ airship port. Braced and suspended jetties jutted out into the air, hundreds or thousands of feet above the forested foothills and rolling meadowlands that surrounded the mountain at the heart of Equestria and formed the bustling hub of transportation that connected the city with all corners of Equestria and beyond, as much as the railways did.

As convenient and efficient as the railways and trains were to reach most parts of the country, for direct travel without a timetable, and for venturing outside of Equestria, nothing could be an airship. This was why Twilight and the rest were boarding an airship, assigned from the Royal Flight for their express use in the quest to recover the Guardians from wherever it was they were located.

Star Swirl had provided Twilight with a full transcription of his notes and the research he’d followed, and a scribe had been assigned as part of the group leaving on the quest to work as Twilight’s aide and to decipher and adapt more of the veteran wizards’ notes to lead them in the right direction, and hopefully give them further knowledge of the mysterious land of Lemuria.

Their first stop wasn’t even to be overseas; to begin with, they’d be visiting the ruins that Star Swirl had been studying to begin with, as if it were from the same civilization, perhaps it would have more clues.

Standing at the deck rail aboard the airship, Rainbow Dash looked out over the bustle of the docks with a sense of, despite the reasons behind their quest, building excitement. Her wings were spread upright behind her, betraying her mood as she stood with both forehooves on the deck railing, her rose-coloured eyes scanning over the quayside. The thump of hooves against the deck coming from behind twitched a cerulean ear, and she glanced back to see Applejack step up, the orange earth pony nodding with a smile as she took position alongside her close friend and oftentime rival.

“So, I can tell yer gettin’ excited over all of this. Not that ah’m surprised,” she said with a slight smirk at her friend. “After all, it is pretty in yer wheelhouse”.

“Of course,” the pegasus replied with a grin, and a nudge against the more muscular mares’ shoulder. “Adventure, travelling to far off lands, discovering an ancient culture and all in an epic race against time; it’s just like-”

“A Daring Do book?” Applejack finished, raising one eyebrow and support her muzzle on one hoof. Rainbow made a face at the other mare, who chuckled softly, as they both looked out over the docks once more.

“Although,” Rainbow said a few moments later, her voice more subdued, but eyes still looking out over the bustle as supplies were loaded aboard the airship and ponies along with them. “This isn’t really like a Daring Do novel as it’s a lot more real. Well,” she said with a frown. “I mean, Daring Do is real, and so are a lot of her adventures, but-”

“Ah know what ya mean,” Applejack said, in the same measured tone. “It sounds like a right excitin’ trip when ya say it out loud, or try and tell anypony about it. But when it comes down to it, it’s because there’s gonna be ponies fightin’ and dyin’ while we’re out there on our adventure. An’ Celestia only knows what we’re gonna come across while we’re out there too. There could be anythin’ waitn’ across that ocean. ‘Specially if it’s where these things came from originally, too.” She took her hat off and held it between her hooves, letting the breeze ruffle her blond locks. “Ah ain’t scared to say that I dunno what’s out there, what’s gonna happen to us, or to Equestria. An’ that scares the livin’ piss outta me. Those things, rovin’ across Equestria, killin’ ponies and all sorts of creatures alike without any care or thought. All while we’re lookin’ fer an answer and lettin’ other ponies do the fightin’... what if they make it ta Ponyville. Granny Smith, Applebloom, Big Mac an’ Sugar Belle. And the farm itself an’ all it means ta me... Losin’ any of ‘em would be like losin’ a part of myself”.

A blue wing unfolded from Rainbow’s side and, uncomfortably and cautiously, draped itself over the orange ponies’ withers as she spoke awkwardly, and slowly.

“I’m... not good at this kinda stuff,” she awkwardly in her scratchy tomboy voice. “But I know that with all of us together – you and me, and all of our friends – we somehow always find a way through, or find a way to do what needs to be done. But... I’m worried too,” she said in a quieter, more confidential voice to the earth pony, leaning against her friend. “I think of the same thing; of my parents in Cloudsdale, or of Scootaloo or any of the others back in Ponyville being hunted down. And I think back to all those rows of covered up sheets in that field in Fillydelphia, and those... those smaller sheets, and imagine if it was somepony I knew...” she faltered and her gaze lowered to the docks, and past the jetties to the open air below.

“I dunno, AJ. It makes me just want to leap into the sky and start flying until I’m too tired to think of anything else except sleeping, or being someplace so far away it just doesn’t matter any more. Does... that make me a coward?”

Applejack looked back to the blue mares’ face as she looked over, searching for some kind of answer in the farmer ponies’ face.

“Rainbow, I think y’all are about as far away from bein’ a coward as it’s possible fer a pony ta be. I’ve seen y’all square up to things five times yer size an’ never back down, an’ take on... well, frankly crazy challenges too. Y’all are braver than anyone else I know. An’ showin some concern for what’s goin’ on and few yer folk ain’t any kind of bein’ a coward. Y’all are just as much a pony as the rest of us, an’ it’s okay ta be scared of what might happen. Reckon it just makes us want ta fight more, sometimes”.

Rainbow rested her chin on her folded forelegs as Applejack spoke, feeling reassured by her words. Applejack was undoubtedly honest; after all, it was her Element of Harmony, and her straight-forwardness was one of the traits she admired in the other mare. Applejack raised one forehoof and rubbed it over the pegasus’ withers gently, enjoying the moment of calm and clarity amidst the bustle, before Rainbow sat up and peered down at the quayside.

“Wait a second – is that Spitfire and the Wonderbolts?”

“Are you sure this is really necessary? I mean, it’s not like we haven’t faced things on our own before. And surely the battle here will need your skills. After all, you are the best fliers in Equestria”. Twilights’ protests looked to be fallin on deaf ears as she tried to appeal to Spitfire at the bottom of the airships’ gangplank. The gold-coated mare simply held the same stern, cool expression she always favoured as she looked on at the princess of Equestria.

“It’s not all of us, Princess,” she replied, gesturing behind her to the four other blue-suited pegasi that accompanied her. “Only me and four hoof-picked fliers. And Rainbow Dash, of course. The rest of the Wonderbolts are staying in Equestria. They’ll be taking care of duties on the front line. With Soarin leading them, they’ll do fine.”

Twilight frowned in exasperation, ears flattening to her skull. Already there were more ponies on this trip than she had wanted; the airships’ crew had been enough, but then there was the addition of a platoon of Guardsponies, and their supporting elements. Now Spitfire, Fleetfoot, Misty Fly, Fire Streak and Thunderlane had been added to their numbers, bringing the airship close to full complement, and adding more to their numbers. What had started out as a simple quest, full of urgency, was turning into a expedition with a growing mass of logistics weighing them down.

“Princess, you might need us to scout ahead, or take on any problems you come across. Not to mention, if any messages need to be couriered back-”

“Fine, fine,” muttered Twilight, rolling her eyes. “You’ve convinced me, Spitfire. You’d best get on board and find yourselves some quarters and stow your luggage away. We’ll be leaving port soon”.

“Yes m’am,” the fire-maned pegasus barked in reply, showing no obvious sense of satisfaction at coming out on top of the discussion. “Move it, ponies! Let’s get aboard!” They trotted past her, nodding in greeting and recognition as they filed aboard, while Pinkie Pie came up alongside her, back laden with a stack of bags and packages.

“The Wonderbolts? We’re taking in-flight entertainment with us too? That’s neat!”

“I wish that’s why they were there, Pinkie. And I hope that’s all we do need them for”.

“It’ll be okay, Twilight,” Pinkie said with an ever-present smile as the last of the pegasi went up the ramp. “We’ve always come out on top over whatever baddies we come up against, especially with you leading us. You’re always smarter than you think you are, and you know we all believe in you to get it right – and you’ve got us too. And let’s face it,” she said conspiratorially, leaning close. “We are pretty amazing when we’re together”.

Twilight smiled at the pink earth pony, who grinned in reply. The alicorn nodded to the bags on her back. “Is that all yours, Pinkie? I mean, I’ve packed too, but that many bags is something I’d expect from Rarity, not you”.

Pinkie craned her neck almost impossibly to look at the bags across her back and nodded. “Oh, yeah, those are all mine! All important for the trip, too. I figured if we’re going to strange, new lands and new civilizations, that I’d better make sure we’re ready to make friends with any creatures we come across. And what makes friends better than cakes! I packed extra baking supplies just in case, along with plenty of party supplies for any new friends we might make too. I mean, the place we’re going might be where these nasties came from, sure, but there’s bound to lots of other places where we might make friends. After all, that’s basically what we do, right?”

Twilight grinned at the candy-floss haired pink pony and shook her head in amusement. “Of course, Pinkie. Who knows what creatures we’ll meet, and it’s good to see one of us at least has the right idea”. Pinkie grinned in reponse and bounced her way up the gangplank on the tips of her hooves, singing nonsense to herself as she did so.

Looking up to the deck, she could see the others mostly onboard, talking amongst themselves as they moved from point to point. Crew ponies moved around as well, preparing the lines to cast off, or tying down supplies or equipment on deck. Idly, she let her eyes roam over the shape and lines of the airship again, as she had nearly a half-dozen times since they’d arrived earlier that morning. The ship was one of the newest ones in Equestria’s fleet. It was typical of the newer breed of airship being built by Canterlots’ shipyards, and incorporated numerous advanced design concepts and knowledge gained from new approaches to building. Instead of a suspended gasbag above the main body of the vessel, it instead made the gasbag central to the design, the main hull being built over and alongside the gasbag. The vessel had a much sleeker profile with this being the case, making it look far more swift and elegant. The ships’ prow was a raked back, sharp-looking affair, and the decks extremely streamlined and flowing, with only the bridge raised toward the stern, enclosed beneath a smoothly arched and curved cabin. Much of the ship was constructed of laminates of thinner steel alloy plating and other lighter materials than the old-style wood-and-brass construction. Mana batteries below deck were charged by unicorns – or alicorns – to power the ducted propellors at the back and the sets of parallel rudders to steer once underway. All in all, the ship was much sleeker and more streamlined than anything Equestria had built to date, and to Twilights’ eyes, it looked like one of the hi-tech spaceships she’d seen in the comic books and movies of Sunset’s world, on the other side of the magic mirror portal.

Her eyes moved back to the prow of the ship and the name emblazoned upon it, her lips curving upward in approval. Sun Chaser. It was a fine name, for a fine ship.

The flutter of wings turned her head back to the quayside, and she gave a smile of surprise and greeting. Celestia alit on the jetty alongside her, as did another familiar pony; none other than Daring Do, clad in her outfit for adventure.

“Celestia! And Daring Do? I’m happy to see both of you, although a bit surprised at your being here, Daring Do”.

“Nice to see you again, Princess,” the tan-coloured pegasus mare said with a firm smile. “And I hadn’t quite expected it myself, but it seemed like the best way to do my part. I was working on that site you’re heading to with Star Swirl, and if there’s ancient ruins to be found, mapped and explored, then there’s no pony better”.

“I can say I disagree with that,” Twilight said with a smile. “And I’m sure having you with us will make a lot of difference and give us an advantage when we do get to the ruins.”

“No problem, Princess. I just want to do whatever I can, and if for once one of my adventures helps Equestria in a big way, then so much the better”.

“Thank you, Daring Do. And you don’t have to call me Princess,” she said with a chuckle and a wince. “It sounds so... formal. Just call me Twilight”.

The tan mare grinned. “All right Princess Twilight,” she said with a chuckle, and flapped her wings, heading up to the deck of the airship. Celestia smiled in amusement as she departed, and the pair of alicorns were left alone on the quay.

“Celestia...” Twilight said, unsure of what to say.

“Twilight,” the older mare said, stepping closer and wrapping her into a warm and comforting hug. “Luna and I will take control of things here. You and your friends will find the answers you seek, I’m sure of it.”

“That’s just it, everypony else seems to be a lot more sure of it than I do,” Twilight said into Celestia’s snowy-white chest fur. “It’s not like we haven’t done things like this before, but this time it just seems so much more... desperate than before. Equestria has been at stake before, but sometimes this just seems so much more worse”.

“I know, Twilight. And I agree, it does seem like the stakes are so much higher this time. And even if you don’t believe in yourself, all of us will always believe in you. You’ve always shown that with your friends beside you, you can do anything. I believe that and I know that you do too. And you’ll always be able to contact me while on your journey; you can always get to me through Spike’s magic. In fact,” she said straightening up and giving a firm look at the younger alicorn mare. “I insist you send me regular reports, and I shall be doing the same to keep you updated of the course of the war. We’ve already had our first strategy meeting, and the reserves are being mobilised, along with war reserve equipment being bought out of storage. We’ll be ready for them next time, Twilight, and they shan’t roll over us so easily next time, I assure you”.

Twilight looked up at the taller, older alicorn with surprise and admiration; her voice had taken on a far more stern and forceful tone, one she’d heard only a few times before when her mentor had dealt with dire circumstances. It was... almost thrilling to hear, though scary at hte same time with the implications it held.

“I believe in you and Luna as well, Celestia. And all of our friends, and the other ponies too. I know you’ll do everything you can to slow these Hollow Things down, and that Starlight and Sunburst will do everything they can to find out about them as well”.

Celestia nodded knowingly. “Of course, Twilight. We’ll make you proud, and I know you’ll do the same. Now, I came here to see you off and wish all of you luck. You shouldn’t keep everypony else waiting”. She arched her head in the direction of the ship, spreading her wings and giving Twilight a beatific smile. The younger alicorn grinned in return and spread her wings, flying up to the deck and alighting gently. As her hooves touched the deck, the captain of the ship called out orders. Lines were untied and thrown clear, the gangplang retracted into the hull, and below decks, unicorns charged their horns and fired magical energy into the receptors attached to the vessels’ engines. As the magical energy grew and multiplied, coursing along conduits to the engines, the mana storage batteries glowed increasingly bright. As the glow reached an even, sky blue, a unicorn engineer threw a series switches and levers, opening circuits and conduits, channeling the energy to the driveshafts for the propellors and levitation engines. He leant his muzzle close to a speaking tube, informing the ships’ captain that power was ready. In return, the captain called out to all hands to stand by to leave port, and he called for ahead, slow speed. The propellors built up speed with a thudding rumble and the ship shuddered from bow to stern, starting to move, at less than a walk at first.

Heads turned up from work all across the quayside as the Sun Chaser started to move. Cheers and waves went out across the docks as the gleaming, elegant vessel started to move. Twilight and her friends looked out across the railing, waving to other ponies as the ship started to move, leaving the quayside behind. All of them shifted their gaze as one figure in particular looked up at them, the elegant and beautiful figure of Celestia, her wings spread and raised and watching them with an expression of serenity and nodding as their eyes fell upon her.

The last of the dockside slipped behind the stern of the airship and the mountain receded, the spires and towers of Canterlot castle sliding into view as the vessel gained distance from the airship docks and steered onto its’ southerly course, the castle now sliding past the vessels’ port side.

The captain rang for more speed, and the ships’ propellors grew from a rumble into a full-throated roar, and the heart of Equestria started to slip away. Twilight and her friends stood by the railing, watching as Canterlot grew smaller – and, as important to all of them, the little cluster of buildings on the rolling plains at the heart of the nation that marked Ponyville grew smaller still.

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.