The Darkness Within

by Avenger3986

Rating: teen
Tags: Adventure, Sad, Dark
Length: 8056

A pony is out for revenge as he fights himself, the elements, and people who get in his way.

A pony seeks for revenge against the royal crown. He is determined to destroy the ponies that have hurt him. But first he must get through the Elements of Harmony and possibly himself. Will he succeed and defeat the Elements of Harmony or will he fail and lose himself into the darkness?

Published 1970-01-01 00:00:00 UTC
Last updated 2013-01-27 00:18:21 UTC

First Encounter

Twilight Sparkle was watching a meteor shower overhead with her friends.  She watched with intent as each meteor made the night light up in the dark. After the spectacular phenomena, she went home and laid in her bed, saying good night to her number one assistant, Spike. What she didn't know was a mysterious pony watching her from afar and quickly teleports from his hiding spot in the Everfree forest. Quickly, he teleports through the buildings surrounding the library. He appears in the bedroom, right next to our sleeping heroine. He looks down maliciously as she sleeps.

‘Hmm should I spare her, or should I kill her where she is?’ He thinks as he watches her. Immediately the door slammed open with a certain cyan pony there.

She had a package in her mouth, but dropped it on the ground to speak.

"Hey Twilight you got mail from…" Rainbow Dash sees the pony near her friend's bed.

‘OH crap’ he thought.

"Who are you", Rainbow Dash says with a suspicious tone, “Are you a spy?”

She takes a combat stance as she watches the pony, posed to leap and attack him if needed. Rainbow Dash sees the mysterious pony as he steps into the moonlight.

He wore a trench coat with wild hair that looks like he had stopped caring for it. From what Dash could see he was a unicorn and had dark eyes that looked like they had seen every tragedy to date, since he had bags under his eyes, seemed to her like he hadn’t gotten a good night’s rest.

"My name is Ultor Shadowmere, and this won’t be the last time you see me." The pony says as he teleports away leaving shadow from where he was.

"But be warned, element, a storm is coming." He said with a maniacal laugh.

Rainbow Dash quickly flies over and wakes up Twilight.

"What is it, Rainbow Dash?"

"There was this pony watching you while you slept. He was a creeper or something."

"Did he say something?" Dash informed her friend of the incident.

"I should contact Princess Celestia. Immediately." Twilight said seriously.

“Ok." Dash replied.

"Dash, I need you to gather our friends soon. Be here at no later than five," Twilight said.

Rainbow Dash left for home, leaving Twilight alone.

Twilight didn't get sleep that night.  Twilight had fallen asleep during her stakeout….for 5 minutes. Spike eagerly woke her up obviously not knowing of the incident last night. Twilight was startled and jumped up immediately from her nap.

"Wow, Twilight I didn't know you could jump that high." She groaned as she hit the floor.

"Spike, take this letter and immediately send it to the Princess."

"Why?"

"Don't ask, just do it quick." Spike took the letter and sent it to Celestia.

"Okay Twilight what's going on?" Twilight informed him of the incident last night. After she finished, immediately a scroll appeared from nowhere. The scroll read as follows:

My faithful student,

I am alarmed from this grave news from what happened last night. Luna and I talked about this news and have decided to have a search on the pony named Ultor Shadowmere. Luna did see him with the same description from what you provided going to a house but it's better to not assume that it's his house. I'm sending Shining Armor to Ponyville with his best guards to catch this pony. Be careful and vigil my student, dark forces are amassing. Canterlot is getting chaotic after a railroad accident, but anyways, Shining should be there by the time you have received this letter.

Sincerely,

Princess Celestia

Twilight heard a knock on the door. Quickly, she opened the door and found her brother and 3 guards near him.

"Shining, you're here early." Twilight said. Shining hugged his sister obviously worrying about her from the grave news that was received earlier.

"Now let's go find this pony." Shining smiled optimistically.

"Wait how do you know where he is?"

"Well let's just say that Luna was able to see him go into this house here, right in Ponyville." Twilight was shocked by this discovery of the assailant living in her hometown. Shining Armor led the group of Twilight, Spike, and the guards to the house where the assailant lived. Shining walked up to the door and did something that most of them wouldn't dare do. He knocked.

A Few Minutes Before…

He had just made a great discovery for his little group of rebels. He was part of an organization called Project Harbringer. The goal was secret. Only the higher-ups were allowed to be told of the reason of the group which was to overthrow Celestia. He and two other ponies were the leaders of the organization. One was the "nicest" pony in the crew, her smile and voice were so heartwarming that she could make anypony do what she wants them to do. The other was an engineer, building his machines that could be used for many types of situation, stealth, espionage, and assassination. Ultor was the most powerful pony of them all by not much but still had an upperhand. He was granted shadow powers when he was a filly and learned to control his powers fully, and yet more could be learned. His powers were infinite beyond his wild beliefs. He had all eternity from the powers he gained, making him unbeatable in combat. He thought as his experience  was his greatest and yet his weakness. So many lives taken from him, so many memories of others that haunt him to this day. He cried as he thought about this, such a waste, a pony that could benefit ponies with his new magic, how he was such a bright life that is now clouded with darkness firmly gripping his heart, or at least whatever is left of it. Unfortunately, he feared the element's powers, knowing that they are the only ones to defeat him. Suddenly Ultor's eyes widen as a painful memory goes through his head.

"NO, no no no noo. Don't make me remember you." Ultor found himself in a memory. He saw himself there, yet he was different.

He had a green camoflauge jacket on as he was walking through Canterlot.

"Hey Ultor, how's it going?" a voice said.

‘NO, no, you are not bucking real. YOU DIED.’

The past Ultor ran up to this filly, which looked beautiful with her sparkling eyes and wonderful mane.

"Hey, sis." The past Ultor said.

'No stop this. Make it stop!' Ultor was knocked out of his flashback as he was on the floor crying. He heard a knock on the door.

Shining kicked the door open as he walked in with the guards.

“Who is it?” He stepped out as he looked at the guards who burst through his door.

"Oh for crying out loud." Ultor said

Shining Armor yelled at the guards to catch him.

Ultor smiled maliciously as he shadow teleported. He teleported behind the guards and shot a magical shockwave that knocked out all but one pony. Shining Armor was in disbelief from how Ultor bested his men so easily.

"So they sent me a Captain?! Wow they are really scraping the bottom of the barrel here." Shining seemed aggravated from the Ultor's taunt. Immediately he charged at Ultor. Ultor side stepped and buried his hoof deep within his stomach, punching him to the nearest building which the ponies inside screamed as they ran out of the house. Twilight was awestruck from the fight, how did this one pony defeat her brother and his best guards. Sweat ran down her head as the pony walked up to her, with a victorious smile.

"Ah the element of magic, how does it feel to be a god? To be the one to hold the powers that sent my friends to death and to stone. And finally, how is she doing?" Ultor said with a bitter tone, full of anger and hate. Then Twilight started to run, fear taking grip of her.

"Ha the element is running, pitiful."

"Hey, pick on someone your own size." A voice said. Ultor looked around for the voice.

Suddenly, Rainbow Dash soared through the sky and quickly punched Ultor in the face, knocking him back to the nearest house. Ultor emerged, angry that he was punched into a house.

"You, the pony that discovered me, you risked your life to save your friend. Heh, you must be the element of Loyalty, aren't you?"

"Yeah I am, and I'm going to beat you for hurting Twilight." Rainbow Dash said

"Hurt her. Heheheh, that was nothing, she has it all. Friends, family, and an apprenticeship with that tyrant." Ultor retorted

"How dare you speak of our princess like that." Shining said.

"Oooh back for more, I see."

"No, I just put in a call for the princess to come." Shining said.

"What?!" Ultor said. He was in disbelief, how in the world was he able to call the princess. He wasn't ready to fight the princess, yet.

"He is right." A voice said. Ultor turned around to see Celestia flying overhead.

"And this has gone on long enough, Ultor." Ultor growled as he faced the one responsible for all of his hate.

"You dare show your face against me? Celestia, you underestimate me."

"Wrong, I overestimated that's why I brought the elements." Ultor was shocked again. How did she get the elements so fast?

Ultor saw 4 new ponies behind Rainbow Dash with Twilight Sparkle.

"Impossible! He was in big trouble. He knew he was doomed so he picked the best option, retreat.

"Trust me, Celestia. I will be back and I will have my vengeance." Ultor said with a dark voice.

"Celestia, who was that?" Twilight said.

"Something that has come back to haunt me for a long time." Celestia said.

AN: Thanks for reading and please comment and like/dislike the story.

Prologue Part 1

Chapter 2 Prologue Part 1 and a Sneak Peek of Part 2

“Who was he, Celestia?” Twilight asked again, frustrated that Celestia hadn’t answered her question fully.  Was Celestia hiding something?  It wasn’t the first time; Celestia had lied to Twilights face at times, even though it was to keep her safe.

“Patience, my faithful student, I will reveal it now,” Celestia said, she looked worried as she talked.

“I was able to piece together memories of Ultor’s life from Luna,” She said “But I, I haven’t looked at it.”

Celestia’s horn glowed as a mini TV appeared and started to play a video.

*Told from Ultor’s POV

I woke up to the aroma of pancakes in the kitchen.  I looked at the time which said 8:00 a.m.  Hastily, I got out of bed to get some food and saw my family.

Now my family was in the kitchen.  My loving mother, father, and sister where eating there with a vacant seat at the table for me.

“Long night, last night?” My father said

“Yeah” I replied, I was still groggy from waking up.

I pulled out the chair and sat while eating the pancakes.  My family discussed about politics, or at least mom and dad did, while me and my sister played outside in Canterlot.  My family was just talking about common things, the election, and other topics.  Ah, yes the election, I almost forgot.  The elections are being held soon for who would rule Equestria.  The King and Queen have died of natural causes, and the two princesses have decided to have the ponies decide who gets to rule Equestria.  My family supported the Princess of the Night, as my father was a scientist working on a magical experiment for Luna.  Unfortunately, he never tells me about those things as it is classified information.

After we ate, my father left for work, saying goodbye to the family as he left.  He was a unicorn and so was my mother, naturally I was a unicorn as well and so was my sis.  We weren’t the richest family around, but we still could afford decent things.  The day went on as me and my sis wondered through Canterlot.  She had a keen eye for beautiful things, every clothing shop, she dragged me there.  After a while, I carried the bags home from her shopping spree.  It was the last time that I spent time with my sister.

Next Day,

My father came home from work, which wasn’t surprising as his work kept him there for long periods of time.  He carried his briefcase which was full of classified information that was forbidden for a normal pony to see.  I could tell that he was tired, the experiments were tiresome and time consuming.  He came to me.

“Son, I’ll ask you this quick,” He said with a sympathetic tone as if he was addressing a pony who suffered grief.

“What is it, dad?” I curiously said.

“I need you to help me with the experiment at the laboratory; I understand if you’re scared or don’t feel comfortable.  I just need somepony to help me,” He said, hoping I said yes.

Unfortunately, I pondered it, I reasoned that I could spend time with my dad.  Also, I could make him proud. I agreed.

He told me to follow him to the laboratory.  I walked him to this white building, it had tinted windows, and a security guard was there. He greeted my father, while checking his badge.  He let us in and bid us a do.

We walked into this lab with a table and a one way window. My dad told me to lie down on the table, while he strapped me into it.  He walked out, telling me how it was going to be fine.  So I lay there bored, I figured they were analyzing data or something until a loudspeaker told me to relax.  It said to look forward and look at the package when it is dropped. After a few seconds, a metal box drops out of a hole in the ceiling, immediately the hole is covered again, as if it wasn’t there.  The box folded over and there was something that I couldn’t forget for the thousand years that I have been alive.  There was a crystal there.  The crystal was floating in the air, the thing was dark, but I felt like I could see everything as long I stared into it.  Then, a retractable claw came through wall, it grabbed the crystal and maneuvered it to me.  It came close to my heart.  I started to get scared, my eyes wanted to look away, my legs trying to get out of my predicament.  Then the crystal pierced my heart. I felt a dark essence flow into me.  I tried to look around but I started to lose consciousness.

I woke later, in a destroyed area.  Fear took hold of me as I saw blood and corpses everywhere.  Search lights were everywhere and I started to run.  I ran into a forest where the ponies wouldn’t find me.  What happened to me? I seemed different, like something was inserted into me.  I looked at my chest where there was a scar there.

“What the hay?!” I said

‘So you’re the host.’ A voice inside my head said

“Who are you?” I said.  I wasn’t the kind of pony to have a talking voice inside my head, Im not insane.

‘Oh, but you are insane.’ It said again

“What happened in there.” I asked. Maybe he knew what happened in the lab.

‘You really don’t want to know. Besides, you have to save your sister.’ It said

“What?!” I said.  I was curious on what he meant by to save your sister.  She wasn’t the kind of mare to get into trouble.

‘Her life is in trouble’ It said

Part 2  Sneak Peek

My innate response was to hastily sprint to the house.  I was traumatized when I arrived.  The scent of decay of dead bodies filled my nostrils.  I saw manical ponies leaving the burning house,  I knew they were supporters of Celestia’s side.

‘Take your revenge, Ultor,” The voice started to say, ‘You have the power to make them pay.”

“But how do I do this?  I don’t even know how to make a magical shockwave,” I was trembling from the fear and grief of the dire situation.  How can I do the supposed powers that this anonymous voice has told me I can.

‘It will come to you naturally,’ It said ‘You just have to think of the powers to do it,’

I agreed hesitantly, I was bewildered by the explanation.  I thought of death upon those who were responsible.  Suddenly, a dark magical shockwave knocked the ponies still laughing from their task. It knocked them back to the trees surrounding the house.  I could hear their backs breaking as I was in awe from the shockwave.

“Woah,” I started to say, “How much power was in that shockwave?”

‘A lot mind you.’ The voice said

“Who are you exactly?” I started to ask, “Never seen or heard something like voices in your head.”

‘Of course you haven’t, I am a natural being trapped in a crystal for a long time so it’s obvious that you haven’t seen any other encounters.  I have been branded a parasite when I was in that silly crystal.  Wait, you’re the son of that scientist aren’t you?’

I nodded, listening intently on his explanation.

‘As I had heard while trapped inside, I heard about the situation here in Equestria.  I became interested, I assumed that I was there to be experimented on to benefit the princess of the night’s party.  So I am glad to have met somepony that isn’t well, ignorant.  You seem to be smart enough, youngling, so I will help raise you to be powerful, so powerful that you can control fate itself at one point or another.  So what say you, Ultor Shadowmere, will you accept my gift? Or will you just ignore it and continue your life?’

“I will accept.” I said with haste

‘Good, but first you must save your sister from her execution.’

“What!? My sister is being executed! What for?” I said, I was panicked, my sweet sister was probably about to be killed and I wasn’t there to try to stop it.

‘Shes in the royal courtyard,’ It replied, ‘But I would hurry, as time is short, you can teleport there using your shadow magic quickly.’

I thought of teleporting to the royal courtyard, and instantly I appeared.

Loyalty

“It's not about hating the guy on the other side because someone told you to. You have to learn to despise them on a personal level.” – Leonard Church

Chapter 4 Loyalty

Ultor looked at his new apprentice.  He inspected Star’s body; he saw Star’s new wings that were surrounded with dark essence.  His eyes were red as blood and he was a little taller.

“What do you have for me?” Star said “I will complete it without hesitation.”

“I want you to go to Cloudsdale and cause a distraction there.” Ultor said “Kill anypony who dares face you.”

“Where will you be?” Star asked “Are you not coming with me?”

“No,” Ultor said “I have other plans, and if you may encounter the element of loyalty, you have my permission to destroy her.”

“Yes, my lord,” Star said, and with that he started to fly off

‘Well, he seems committed,’ the voice said

‘I can see that, but is he worth the shadow essence is the main thing I’m debating.’ Ultor said

‘So where are we going?’

“Ponyville.”

Star’s POV

I inspected myself, I saw a new me.  One that doesn’t fear anything, I am the fear inside ponies, I am new and improved.  I was stronger, faster, and better than the me I used to be.

‘Yes, you are.’ A voice said

Star stopped and looked around paranoid.

‘Who are you’ Star said

‘You may call me, Sigma.’ Sigma said

‘What are you?’ Star asked

‘I am a fragment,’ Sigma said ‘I came from the essence given to you by Alpha,’

‘Alpha?’ Star said

‘Alpha is the creator of all fragments,’ Sigma explained ‘He inhabits your master’s mind’

“So what are you?” Star said

‘We are shadows, passed lives that have been wronged by the tyrant called Celestia.  We have no memories of our past life except our last day alive. Alpha was the first, and all the fragments were formed inside him, so if he were to give somepony shadow powers, they would acquire a fragment.  He would also feel the pain of each fragment, causing him to force us out, which is why I am here. Our sole purpose is to seek her overthrown and make sure no pony experiences what we have, even if that means sacrificing them in the process.  Her being on that throne is worse than death.’

“So you were ponies that were wronged by Celestia, and you are helping me, which helps Alpha and Ultor’s goal to destroy her, correct?” Star said

‘Yes’

“Well better start getting causing that distraction” Star said.  He started to go faster as he approached his destination.  He smiled maliciously, knowing his orders, he was going to exterminate those ponies. And he was going to love doing it.

Normal POV

Ultor teleported to the front of the library, he knew what he had to do.  Ultor transformed himself into a random unicorn who had a blue mane.  It was dark and probably no one would know what would happen in Cloudsdale.  He knocked on the door and Spike answered it.

“Hello?” He said, groggy from waking up

“Hello, I’m Thunder Bolt.” He said “I’m here to see Twilight Sparkle, I have important information.”

“Ok, come in,” Spike said leading the way for him to come into the house, “Twilight, you have somepony here for you!” He yelled

“Who could it be at this hour, Spike?” Twilight asked up in her room.

“It’s a pony who wants to talk to you,” Spike started to say “He says he has valuable information.”

“Thanks, tell him to come into my room,” She said “and spike you are not to hear a word of it, alright?”

Spike nodded, he led Ultor into Twilight’s room.  Spike closed the door and walked downstairs to eat some gems.

“So what’s your name,” Twilight asked

“My name’s Thunder Bolt,” Ultor said “Pleasure to finally be able to talk to you. It’s not every day to be able to talk to the famous element of magic.”

“Why thank you,” Twilight said “What is the information that you have to tell me?”

“Well, there’s a problem in Cloudsdale,” He said acting sorrowful. His face also reflected his tone of voice.  “There is a pony causing trouble there, I just wanted to let you know, maybe you can help them out.”

“That’s terrible,” She said

“Although I think that the element of loyalty is present assisting the ponies there.” He stated

Twilight was a little relieved; she can always trust Rainbow Dash to help out others in need.  She was a superhero to some fillies.  So no big surprise she is helping the ponies out.  Although, Cloudsdale was her home, she was more than happy to help out.

Stars POV

Before Ultor and Twilights Conversation

“Guess this is Cloudsdale.” Star said

‘Indeed, there is a sign right in front of you,’ Sigma said

“Oh,” Star said sheepishly, “Guess I didn’t see it.”

‘Let’s begin with that distraction.’ Sigma said

Star nodded, and he started to charge into the nearest building.  If he was normal, he would be a stain on the building, but now he penetrated the building, causing it to fall down on many roaming ponies who happen to stumble into its path.  Star was satisfied, he loved it, the killing of ponies, the screams of agony, but also the relief knowing that he was saving them from a fate worse than death, Celestia.  Star started to repeat the process, ramming buildings causing them to fall.  After around 20 buildings were destroyed, he stopped.

“Hey, stop destroying those houses,” A voice said

Star looked around to see Rainbow Dash there.  He knew that this was the element of loyalty, but he wanted to confirm it.

“Hello, are you an element by chance?” Star asked

“Yes, I am.” She said

“Are you sure?” He said

“Yes absolutely sure,” Rainbow Dash said

“On a scale of one to ten, how loyal are you?” Star asked

“Ten.” She replied

“Then you are going to die, Rainbow Dash.” Star said

Life

Chapter 4 Life

“Why are you doing this?” Rainbow Dash asked

“Because I was ordered to that’s why, you would know what loyalty is.” Star replied

“Are you in cahoots with Ultor?” She asked

“Maybe, or maybe not.” Star said

‘Enough chit chat, kill her’ Sigma said

Star started the fight with a hook to Rainbow Dash’s jaw.  Quickly, she managed to barely dodge it, while bringing her hoof to his gut.  Her attempt worked as her hoof buried inside his gut.

Star was pushed back into the sky, recovering only to find her dashing in front of him.  His innate instincts made him rush forward and punch her in the face, causing her to fly back.  She zoomed back in and punched him in the wing, causing him to plummet a little.  He flew straight to her and delivered a punch to her face, which made her lose consciousness.

‘That was very fast,’ Sigma said ‘Thought it would have taken longer honestly.’

“Yeah, you would think an element would be a lot more powerful than that.” Star said out loud

‘Don’t you have orders to kill the element on sight?’ Sigma said

“Yes, thanks for reminding me.” Star said about to strike Rainbow Dash

“Enough Star” A voice said

Twilight’s House

“So, is that all you have to tell me?” Twilight asked

“Yeah, thanks for hearing me out.” Ultor said “Also, do you have any idea where Celestia is while this is happening?”

“I have no idea,” Twilight said “I have f-f…”  Twilight fainted to the ground and was unconscious.

‘The hay?’  Ultor thought

‘Guess Star did it’ Alpha said

‘He d-did it?! He killed an element?’

‘No, he wounded the element, but you can’t kill one without breaking the elements trait, for example if the element of honesty was a compulsive liar then you can kill he/her.  But if not then they can’t die.  Also, the element of magic may feel something when something critical has happened to her fellow elements.’ Alpha explained

“Twilight? Twilight get up!” Ultor said

Ultor put his hooves on her to get her to her bed.  But something unexpected happen.  Ultor put his hoof on her head.  And he saw a light move inside of her.

“Alpha, what was that?” He said “The hay was that?”

‘She got out.’ Alpha said

‘Who has gotten out?’  Ultor said

‘Your sister, Vita’ Alpha said

Twilight’s Mind

“Where am I?” Twilight said

“Your mind,” A voice said

Twilight looked around only to see nothing.   The place was filled with mist, so anything was barely seen.  She looked around again to see nothing.

“You know it’s rude not to look somepony in the eye.” The voice said again

Twilight looked behind her to see a mare.  Her eyes were blue, she had a horn, and was the same age as her.  Her mane was in a ponytail and she was white, like Ultor.

“Hello there, what’s your name?” The unicorn asked

“I’m Twilight Sparkle, what’s yours?” Twilight asked

“I’m Vita, Vita Shadowmere.” She said nonchalantly “I’m here to help you.”

Twilight was taken back at meeting Ultor’s sister.  She seemed so carefree, almost like she didn’t know what her brother was doing.

“Are you Ultor’s sister?” Twilight asked

“Yes, I am,” Vita replied

“Do you know what he is planning to do?” Twilight said

“I know all of his plans.  And why he’s doing these things.  It’s all because of me.”  Vita said

“You haven’t done anything though.” Twilight said

“I know, but he blames himself because of my death.”  Vita replied “He takes his anger on Celestia and your friends.  And I’m here to help you.”

“Wait, how are you here if you’re dead?” Twilight said

“There is a thing inside Ultor called Alpha, he is a parasite that was stored into a crystal, this crystal takes essence from a pony’s suffering and Alpha can take those suffering essence and store it inside himself.  Alpha however, can feel that suffering, although he gets used to it.  His goals are to overthrow the princess of the sun.  The suffering makes a fragment, somepony that knows nothing of their past life except their death thus being called a fragment, a fragment of their life.  Although, I am an exception. I was able to be stored in there with my memories and transferred myself to your mind.” Vita said

“How many fragments are there?” Twilight asked

“About 32” Vita said “I only know Sigma, Omega, Delta, and Charlie.  They are the only fragments I talk to.”

“What do the fragments do exactly?”  Twilight asked

“They specialize in the things that they excelled in their past life.  Sigma was a great warrior, Omega was a great leader, Delta was a good engineer, Charlie was a great tactician.  I have no idea what else the other fragments specialize in.”  Vita said

“What can Alpha do exactly?” Twilight asked “If these ‘fragments’ are what ponies excelled in.  What can Alpha do?”

“Alpha is a jack of all trades.  Although in his case, its king of all trades.” Vita said “In other words, he excels at everything, not sure why.”

“So what can you do to help me?” Twilight asked

“You are full of questions, you must be an egghead!” Vita said laughing a little. “I can’t help you fight Ultor, and finally make him stop his path against your princess.  Although, I’ll just told you information, I won’t be here for long,”

“Why is that?” Twilight said

“I’m a fragment, fragments can let go of the anger or hate and pass on.  That’s what I am doing.” Vita said

“Good bye Twilight Sparkle.  Good luck.” Vita said disappearing

Twilights Room

Ultor left, he wasn’t staying there anymore.  If Vita did come back from the dead, she would be inside Twilights mind.  Thus, she is telling her everything.  And everything is a bad thing for Ultor and Alpha.  Good thing that Vita was erased, or things would have gotten worse.

Ultor left to an alleyway, he teleported to where Star was, assuming in Cloudsdale.  Luckily, he was able to teleport to where Star was going to strike Rainbow Dash.

“Enough Star.” Ultor said

“As you wish, master,” Star said “Next time, element you won’t be so lucky.”

“Star, we are going under the radar for about a couple of days.” Ultor said

“May I ask why?”  Star said

“The authorities and the princesses will be on us, so we should lay low for a while.” Ultor replied

“Alright, I almost had her you know.” Star said “Why didn’t you let me kill her?”

“You can’t, I’ll tell you later, let’s go.” Ultor said

“Fine, but next time, tell me if I cannot kill things.” Star replied

“I did, I just didn’t know you weren’t capable of killing her.  Although, you did a good job in distracting.” Ultor said

“Thanks.” Star said

Boomer

“When a train goes through a tunnel and it gets dark, you don’t throw away the ticket and jump off.  You sit and trust the engineer.” –Corrie Ten Boom

“Trust no one.”

Chapter: Charles

Boomer was drunk, but he was always drunk.  His ancestors were drunk, and his descendants will be drunk.  Boomer came from a guild of engineers in Baltimare.  After Ultor left, he went to the market, to buy his favorite fruit, apples.  He loved apples for strange and unknown reasons; always eating apples, Ultor nor the other leader had any idea why.

Boomer lied to Ultor, he wasn’t drunk, and he was on a mission.  A family had paid him to save their filly from some kidnappers in Ponyville.  He respected the family and will make sure that filly is returned to her family.

They said that they received a note that she will be killed if the guard or anypony interferes.  Well, they didn’t say machines.  Boomer’s machines were different; they weren’t like the machines that two scam artists that came by Ponyville a while ago.  No, his machines were far different from that.  His machines were mechanized robot ponies and improvised bombs.

Boomer went to the area that the family had sent him.  The place was empty but he knew that the kidnappers would be there.

“Where’s the family.” A pony said

Boomer turned around to see a group of ponies.  There was a filly behind them, chained to the nearest pole.

“They sent me.” Boomer said “Now, may I have that filly behind you?”

“We asked for money, not some stupid pony.” The leader said

“Sorry, but you’re stuck with me.” Boomer said “Now, you pick, the easy way? Or the hard way?”

The leader lashed out at him, only to be shot by a sentry that was on a rooftop. This was a product of Boomer.  The sentry had three legs holding it up, with three crossbows attached to a metallic box with a crossbow inside that box.  The arrows came from the metallic box that with magic loaded more arrows.  It aimed at the rest of the ponies.  The rest of the group were stunned, this was a death machine.  With enough magic, Boomer could just about kill a whole entire legion if he had wanted to.

“Now, the filly please?” Boomer said

The ponies unchained the filly that ran to Boomer, crying profusely.

“Thank you.” Boomer said “Now, start running.”

The sentry started firing arrows while the ponies ran.  Eventually the ponies were all gunned down.  Luckily, Boomer had covered the filly’s eyes so she wouldn’t be traumatized.

“Go back home, young one.” Boomer said sternly

The filly ran to her home, thanking her savior.

Boomer teleported to the sentry and made it disappear.  In reality, he had teleported to his storage room in his house.  Boomer was satisfied on how the sentry performed, he had just made it and it was very effective at taking a group of ponies down.  It had one error though; it needed a pony to use magic to load the arrows and it was exhausting.

He left the area, heading to the bar to get drunk again.  He needed it after today.  He had arrived to see ponies talking about the recent incident in Cloudsdale.  He knew this was Ultor, it had to be. Who else would it be? Nopony would dare attack or threaten the royal crown, but that was before.

He remembered the first time that he had met Ultor.

Flashback:

FPS-Boomer

I had accepted a job to kill a pony who was threatening a local store.  Back then, crime was frequent in that time.  I was setting up my crossbow sentry making sure it was loaded and it had perfect coverage on the area.  I saw the pony in the alleyway; he was surrounded by about four other stallions with him.  Luckily the crossbow sentry had about four bolts already locked on each and every one of them.

I would have killed all of them, if he didn’t show up.  One pony disappeared from the shadows.  The rest started to panic from the looks of it.  I saw the other two ponies start to run; only they ran into the sentry’s line of fire, getting gunned down immediately.  The leader was floating in midair, seemingly being choked to death.  I ran up to him to find that he had died.

“So are you working for these ponies?” A voice said

I looked around to find Ultor there.  His eyes stared at me while I looked back.  I guessed he was trying to scare me, but I knew that I wasn’t scared of him.

“No, I’m not.” I said

“You an engineer?” He said

“Yeah.” I said “I build things.”

“What kind of things?” He asked

“Oh, you know,” I said looking at the corpses of the ponies.

“I see.” He said “What’s your name?”

“Charles Boomer.” I said “Yours?”

“My name is Ultor Shadowmere.” He said

We both shake hooves and travel to the nearest bar.  We discussed things, mostly our life stories.  I never had a friend before, till then.  He had lost his sister; I myself had lost my parents and my wife.  That’s why I do what I do now.

I’m always an engineer, but I can’t fix everything.

Memories

Chapter Memories

Ultor and Star came to a hotel nearby Ponyville.  Ultor paid the colt in charge and rented out a room with 2 beds.  They both were tired, and needed rest.  Especially, Star since his fight with Rainbow Dash.  Both of them entered the room and laid on the couch.

“So, Ultor,” Star said “Who are you exactly, you never told me.”

“I’m a pony from the past that was sent to the future.  I dedicate my life to overthrow the tyrant on the throne.” Ultor said “I have a parasitic organism that can produce fragments of pony’s past lives.”

“Uh, I meant, before you became, well yourself,” Star said

“You before me.” He said sternly.

“Alright,” Star said

‘I wasn’t the most popular colt around, I got in trouble for many things, but never did I commit those things except one.  So before I was sent to prison, I was attending college.’ Star explained to Ultor.

“Star, wake up,” A voice said

“Mm, mom five minutes,” Star said

“Wake up!” The voice said

“Alright, I am up,” He said.  He looked up to see his best friend, Moonshine, an earthpony.

‘She was my roommate, and cared for me.  I should pay her a visit.’ Star said

‘Don’t,’ Ultor said ‘Unless you want her to be dragged into this.’

‘She was a good thief, and was pretty smart,’ Star said ‘I would think you would want that in your possession.’

‘Maybe,’ Ultor replied

“C’mon we have to get to the college, before the class starts,” She said.

“Ok, let’s go.” Star said flying through the window of the house carrying Moonshine.

“Aaahh,” Moonshine said “You could have warned me.”

“Sorry,” Star said sheepishly

‘We arrived in a matter of seconds, due to my haste.’ Star said

Star and Light burst into class, finding the class about to start.  Quickly, they got to their seats.  The professor said that their test was going to be tomorrow and Star was not prepared.

‘So I burst into school, caused a fire, and blew up the school.’ Star said ‘And that’s why I was in prison.’

‘Wow, you just blew up an entire college, I’m impressed,’ Ultor said

‘Only half of it.’ Star said

Apartment room:

“I wish you two invited me to a slumber party.” A deep voice said

Ultor and Star looked around to see Boomer in the room.  He was wearing jacket and a fedora.

“Hello, you two,” Boomer said “How are things?”

"Who are you?” Star asked

“He’s an engineer named Boomer,” Ultor said “And you better not be drunk Boomer.”

“I’m not drunk at the moment,” Boomer said “I just stopped by to see how the new recruit is doing.  I can see he is already in possession of the fragment, Sigma.”

“How do you know it’s Sigma?” Star said

“Because I can tell.” Boomer said “I have cameras everywhere in Ponyville and Cloudsdale.  Since you took down the element of loyalty with haste, I inferred you have Sigma.”

“Do you have a fragment?” Star asked

“Yeah, but doesn’t mean I have shadow powers,” Boomer replied, “I call the fragments artificial intelligences. Or A.I.s for short.”

“So which one do you have?” Star asked

“Delta,” Boomer said

“What does he do?” Star said

“He’s an engineer, like me.” Boomer said “That’s why he chose me.”

“So Boomer, whats your backstory?” Star asked “I told mine, and Ultor was planning to tell his.”

“I tell mine, but we shouldn’t talk about his backstory,”  Boomer said “It would take a long time,”

“Alright.” Star said

“I was an engineer, and so were all of my ancestors.  I construct buildings and machines.”  Boomer said “I had to bury my parents from a machine accident, you ever had to bury your own family?! I wasn’t the same that day.  So here I am.”

“And you asked for Delta because you wanted to experiment with him.” Ultor added.  Alpha told him about Delta’s and Boomer’s relationship on occasion.

“Yeah I did,” Boomer said

“So anything else?” Star said

“How about Ignite, Boomer?” Ultor said

“Oh yeah, Ignite is the third pony in charge of Project Harbinger, she has the power to have her mane combust.” Boomer said

“WHAT?!” Star bellowed

“Don’t worry she’s inflammable and so is her mane.” Boomer said

“That is the weirdest thing I have ever heard.” Star said

“Watch your mouth, kid. That’s my marefriend your talking ‘bout.” Boomer said

“Sorry.” Star said

“Nah don’t worry about it.  I was shocked at first too.” Boomer said

“Anyways, whats the next move?” Star said

“I told you, we are laying low.” Ultor said irritated he had to repeat himself.

“After that,” Star said “are we going to kill the elements or not?”

“Patience,” Ultor said “You’ll have your chance for your marefriend.”

“That mare is not my marefriend,” Star said

“Uh huh,” Ultor said “Just messing with you, Star.  Unless you really do have a relationship with her.”

“No, no, no, nope.” Star said blushing

“He’s blushing, Ultor.” Boomer said “I think we found Star’s crush.”

“NO! I don’t love Rainbow Dash,” Star said “And if I did, she wouldn’t love me back.”

“How would you know?” Ultor said “she doesn’t know anything about you except for you being a psychopath.”

“Just shut up you two.” Star said.  After that he went to his bed, stubbornly putting the blanket around him and went to sleep.

“Nice recruit you have there.” Boomer said “He’s fun to mess with.”

“Yeah, why don’t you get a recruit?” Ultor said “Maybe another hardhead to help you out.”

“Actually, that’s not a bad idea.” Boomer said “I’ll go look for one.”

"Good night, Boomer.”  Ultor said

“I would say that to you but I know your nights aren’t happy.” Boomer said and he left the room.

“Never had a nice night.” Ultor said

Boomer left the hotel, he wondered around Ponyville.  Where was he going to find a recruit, somebody to be a subordinate like Star.  Could he find that certain pony?  Well, he did. In a bar of all places.

Boomer walked into the bar, his favorite bar.  He spotted a fight going on where a what seemed like a doctor was being punched around.  Boomer jumped at the two luckily landing two shots that knocked them both down.

“Need help there?” Boomer said reaching his hoof towards the doctor.

“Thanks.” The Doctor said (No, not Doctor Who)

“Whats your name?” Boomer said

“Names Ferdinand, but you can call me Doc.” Doc said

“Nice to meet you, Doc.” Boomer said shaking Doc’s hoof

“Do you want to join a group, Doc.” Boomer said smiling.

The Engineer, The Shadow, and The Star

Chapter 3 The Shadow, The Engineer, and The Star

Ultor came out of teleporting, he was weak from the battle.  He had appeared in a forest, judging from the trees, he could guess that he was in the Everfree forest.  His fight with Captain Sparkle and the Element of Loyalty shook him up, he was in no condition to fight.  If he had stayed, he would have been turned to stone, like the rest of the rebels who dared show themselves to the elements, or Celestia herself.

“Damn, I should have known that Celestia would pull such a trick,” Ultor said, “Hmm, what should be my next move?”

‘You know as well as I,’ It said, ‘He can’t control himself.’

“Great, he’s in Ponyville Bar again,” Ultor said “Why can’t Boomer be in his house?”

‘My guess is as good as yours,’ it said and it never spoke again.

Ultor knew around the Everfree forest, the place was the best place to hide.  It served well as a hiding place for all of the secrets of Equestria.  After a while, Ultor arrived at the bar.  The place had a weird smell, and Ultor could smell trouble from the aura surrounding it.

“Finally, I’m here,” He said “I hope he’s in there.”

Ultor walked into the bar, there was a pony inside, sitting by himself.  He had a ten gallon on and a trench coat.  He was drinking heavily, as Ultor could see four bottles near him.

“Ah, Ultor, what brings you here,” He said, with a deep dark voice.  He had an accent, from his excessive drinking, Ultor wasn’t surprised that he developed slurs and what not.

Boomer was the other pony that was one of the leaders of Project Harbinger, he was an engineer, and was very deadly. He also was a heavy drinker, always in the bar.

“How are things, Boomer?” Ultor said.  He was hoping Boomer wasn’t completely wasted; he needed to get some allies here.  Project Harbinger was idle now, trying to hide themselves, they were centered in the northern tundra, no pony dared venture there.  So, Boomer was the only option.

“How do you think?” Boomer said “I have been hearing your spectacle today. Taking on a Captain seemed fun even if it is a powerless foal.”

“Glad to hear your opinion.” Ultor said, “Glad to know you’re in here, drinking yourself away.”

“What is it that you want, Ultor?” He said “Need something?”

“I need your help with some personal matters.” Ultor replied

“Sorry,” Boomer said “Can’t do anything in a couple of days.”

“Why not?” Ultor curiously asked

“Drunk,” Boomer said “I do, however, have a potential recruit for your eyes only.”

‘Another recruit eh? I wonder, Ultor, you could have a side-kick heh.’ The voice said

‘Shut it’ Ultor retorted

“Anyways heres the data you need.” Boomer said.  He handed Ultor a folder.  It had a picture and a biography of the recruit.

The folder said his name was Star.  He is held in Cloudsdale Prison.  He was a Pegasus, with black hair and a greyish mane.  He is being held there for a short amount of time for a crime he committed.

“Thanks Boomer,” Ultor said “Hope you fix whatever your problems are.”

“I may be an engineer,” Boomer replied “But there are some problems I can’t fix.”

Ultor left the bar and knew where he was heading next.  He knew where the Cloudsdale Prison was located but not which cell he was in.  He looked at the folder and saw it was 4B.  He thought of the location and was gone.

He teleported into a cell where a nebulous form laid on the bed. The figure's mane sparkled like the stars outside with such elegance and beauty. Ultor came closer to the figure. He had a prisoner uniform which was darkish blue. It covered his body except for his mane. Ultor slowly reaches for his head and yanks it with his hoof. The pony shrieks and falls out of bed from Ultor's hoof.

"The hell was th.." The pony sees Ultor, who has a red trench coat and a soft-cap on.

Ultor menacingly says, "Lets go, Star, now." Star nods from fear of Ultor, he shadow teleports to an alleyway in Ponyville.

“Who are you?” Star said, “Are you my lawyer?”

“I’m not your lawyer kid,” Ultor said “I’m your savior.”

“Well thanks for saving me,” Star replied, “Whats your name?”

“Name’s Ultor, kid”, Ultor said “Do you want to make a deal?”

“What deal?” He said

“A deal where you fear nothing,” Ultor said “I can grant you special abilities that will allow you to survive in this cruel world, all I ask is you serve me undeniably, and without question.”

Star pondered it, he had just met this pony and already he’s asking for his life.  But what life does he have? He lives alone, no family, no foals, no plans, what does he have to lose.  Maybe this is what his purpose in life was, to be the lackey of this pony.

“I accept,” Star said confidently

‘Heheheh, another pony who serves us,' The voice said, 'Ultor, you just need to put your hoof on his head and concentrate.Say these words: To those who follow the light, know nothing. To those who follow the darkness, see everything'.

Ultor did as the voice said, he said the words and shadows surrounded Star.  Ultor watched as the shadows engulfed him.  He chuckled thinking of having his own personal second in command.

The shadows disappeared leaving an unconscious Star on the ground.  He awakes with red eyes that showed through the dark.  His wings were darker and seemed more longer than before. He kneeled before Ultor.

“How may I serve you, master,” Star said

Ultor smiled, he had found his second in command.  His ally, his personal guard, and a loyal subject.  Star was now his Lieutenant and was ready to serve.

“You are now named Black Star,” Ultor said “and I have a job for you.”