Chronicles of a Revolution

by LeoFalsetto

Rating: teen
Tags: Adventure, Dark
Length: 10166

The future of Equestria lies in a state of ruin. With the Earth Ponies nearly extinct, and the usage of magic banned, the Pegasi rule the land and sky. Only a small group of Unicorn and Earth Pony rebels stand, ready to fight for their Equestria.

The future of Equestria lies in a dystopian state. With the Earth Ponies nearly extinct, and the Unicorns forced into hiding due to the outlawing of magic, the Pegasi are left to rule the earth and sky. Only a small group of Unicorn and Earth Pony freedom fighters exists, prepared to fight to bring back the Equestria they once knew. Will their plight end in victory, and if so, is it too late to fix what has been done?

Published 1970-01-01 00:00:00 UTC
Last updated 2013-01-15 07:58:41 UTC

Chronicles of a Revolution

It has been six years since the fall of Equestria as we once knew it.  Seven years ago, the Pegasi returned to their old ways, as a militaristic race of imperials and conquerors.  One year later they had successfully taken the land as their own, save for only the most undesirable plots of land.  The Earth Ponies are only a few away from complete extinction, and the surviving Unicorns have been pushed into hiding due to the ban on magic.  Those that refused to hide have been enslaved to the Pegasi, and those who have refused further have been met with imprisonment, and in some cases, death.  I travel with a small band of freedom fighters.

My name is Twilight Sparkle, and this is a story about freedom...

Twilight sat alone on a stone at the far edge of the Hayseed Swamps, staring at a fire burning a few feet from her.  The orange light from the blaze tinted Twilight's coat a light yellow hue.  Her mind raced with thoughts.  Twilight didn't have much time to sit and think nowadays.  When she could, her mind was flooded with worries and fears, as well as memories that plagued her daily.

A small bustle echoed toward Twilight, stemming from a conversation near a tent a few yards from Twilight.  The fire crackled as Twilight stood from the rock and trotted toward the tent.  Upon arrival, Twilight found Applejack and Shining Armor exchanging concerns.

"Something wrong?" Twilight interjected.  Applejack and Shining Armor looked at her with outward concern in their eyes.

"Y'all seen the sky recently?" Applejack asked rhetorically. She pointed toward the horizon behind Twilight.  As she looked, she saw a slight glow just above the treeline.  Twilight remembered that the Pegasi's outlaw of magic afflicted the princesses, stripping them of their ranks and duties.  As such, no longer did the sun rise, and no longer did the moon set.  The sky existed in a state of frozen twilight.  Twilight turned back.

"A light. There may be others--" Twilight was interrupted.

"Or this could be a trap set by the Pegasi." Shining Armor said.  "We've already fallen for one, and I don't think I need to remind you of who we lost that time.  I'm not too keen on losing anypony else."  His face held a look of stern pain, as it often did now.

"If there are others, we have to help 'em!" Applejack argued.  "You used to support the Elements of Harmony and everything they stood for. Or have ya forgotten?"  Shining Armor growled as he turned away.

"Applejack is right." Twilight said, "We need all the help we can get at this point.  Even if it is a trap, we can't afford not to go."

"We can't afford to go either!" Shining Armor said, raising his voice. He gritted his teeth at his sister.

"Listen... None of us can know how you feel after that last trap, but for the sake of everypony else, and yourself, you can't let that hinder you." Twilight said, her face unfaltering as she stared down her brother.  Shining Armor turned and began to depart into the camp.

"Fine.  We'll go..."  He said. "But I'd like to see you perform at full capacity after losing your foal to those winged beasts..."

Twilight sighed, feeling a shiver run through her body.  She looked toward Applejack.

"Thanks, Twi." Applejack said. "I'll go and ready the others.  Ah feel we've overstayed our welcome here anyway.  Only a matter of time 'til the Pegasi find us here, so we gotta keep movin'."

Twilight nodded as she departed toward her tent.  Within it she saw all of her remaining belongings.  There was a bedroll upon the ground.  An oil lantern rested next to it, as well as a journal, a jar of ink and a quill, and a set of saddlebags, filled with extra ink and various books that Twilight had collected on her company's travels. She loaded herself up with her belongings and collapsed her tent.  She met the others on the edge of the swamp, each also loaded up with everything they now owned. Given the signal by Applejack, the company moved onward toward the mysterious glow deep into the swamp.

Twilight walked near the back of the group.  Given the time, she started to think.  Every day the ponies she knew were changing, just like the world around her.  Taking the time she had, Twilight observed her friends.  There was Applejack, the essential leader of their company.  Her face held a constant scar, stretching from above her left eye to the base of her neck.  Over the scarred eye she wore an eye-patch.  Her mane no longer existed in a neat ponytail as it once did, yet now hung free, yet she still somehow found the time to care for it and keep it clean.  She still wore her iconic hat, though it had been tattered with time.  Her visible, emerald eye seemed to dim each day, though her steadfast determination soldiered on.

Shining Armor seemed the worst off out of all of the company.  Cadance went missing shortly after the Pegasi took control, and is presumed captured or dead.  In the last trap set by the Pegasi, Shining Armor lost the foal he had with Cadance. They didn't find the body until after the smoke and chaos had cleared.  He hadn't been the same since.  His once white coat had been tinted a slight gray over time.  His light blue eyes now seemed to be a dark, almost frightful blue.  His horn was cracked along the bottom, and chipped at the base of the left side.  He wore only his now tattered guard captain armor, if for no reason other than to remind him of a simpler, more peaceful time.  He is often engaging in a power struggle with Applejack.

Big Macintosh walked at the very back.  He didn't say much before the Pegasi attacked, but he said even less now, to the point where he says around two to three words ever year. They usually consist of agreements and disagreements.  Word around the company is that he says so little due to the ways Applejack has changed.  It was no secret that Applejack and him looked up to one another, yet Applejack seemed to have lost the characteristics he saw in her, effectively breaking his spirit.  He was still one of the strongest of the company, if not the strongest, however.  He had numerous scars across his body, most of them residing on his face, as he is the prime target for the Pegasi when they attack, being the strongest of the company.  It was due to his desire to protect his sister that Applejack got her facial scar.  Big Macintosh seemed to never forgive himself for that.

"Hold up." Applejack motioned a hoof upwards, halting the group.  Just beyond the foliage stood a strange looking cart and a signal fire, positioned within a small clearing.  Applejack turned toward the company.  "Alright.  Y'all should know the drill by now.  Who's comin' with me to check the area?"

"I'm staying here." Shining Armor scoffed.  "I know you're blind to the apparent danger, but I'm not." Twilight looked toward her brother, annoyed.

"I'll go." Twilight said, stepping forward.  Applejack sternly nodded in affirmation.

As the duo carefully drew closer to the cart, it's intricate and familiar detail came more readily into view.

"Ah remember this old thing.  Bet you do to." Applejack said silently, slowly approaching the cart.  Twilight nodded.  The cart was blue, the paint cracked, stripped, and worn. It was topped with a dusty red roof and a faded yellow frame.  There was evidence of decorations that once adorned the top.  Twilight and Applejack quickly reached the door to the cart and leaned in close.

"Is anypony in there?" Twilight asked cautiously, placing her ear against the door.  There was a rustling inside.

"Don't open that door!" A voice called from within, "The Pegasi trapped me in here and rigged the door to explode upon opening!" Twilight's mind flashed with remembrance as she heard the mystery pony speak.

"That voice..." She said silently to herself, "I haven't heard that voice in years..." She moved a hoof to her chin, looking away.

"If ah guessed who was in there, would ah be right?" Applejack asked, jokingly.

"H-hello? Are you still there?" The voice called once more, "Please help me... I'm scared..."  Twilight leaned toward the door once more.

"Don't worry, we're going to get you out of there!" Twilight said.  There was a pause.

"Twilight? Is that you?" The voice asked.  Twilight was too deep in thought to answer.  "Please. Just... don't open the door..."

Twilight's horn glowed a bright purple.  She closed her eyes, focusing intently on the issue.  Applejack looked toward the cart as the nails in the left wall began to glow a similar color.  Twilight carefully removed the nails and fell the wall from the cart, kicking up a large cloud of dust as it landed on the ground.

A blue blur shot from the dust and tackled Twilight.  Applejack instinctively took an offensive pose before recognizing the source of the blur atop a shocked Twilight.

"Thank you! Thank you! Thank you!" The pony said.  Twilight looked up at the blue, white maned unicorn atop her.  The unicorn leaned down and hugged Twilight tightly, before standing, and allowing Twilight to do the same.  "It's refreshing to see a familiar face for once... At least, one that doesn't want me dead..."

"It's good to see you too, Trixie." Twilight said, offering the largest smile she could muster, which was disappointingly rather small.  "What happened to you?" Twilight's head tilted slightly as she noticed a rough bandage on Trixie's back-left leg.

"The Pegasi broke my leg and set me as a trap, as I'm sure you're now aware.  I worked with what I could..." Trixie said, addressing her bandages.  "They weren't counting on a unicorn like you to save me though!" Trixie said, hugging Twilight once more.

"Sorry to interrupt, but we need to keep movin'." Applejack said, stepping closer to the unicorns.  "Yer welcome to join us if you'd like, Trixie.  We can always use the extra support."

"Thank you." Trixie said, nodding her head. She held a smile of relief as they walked back to join the company.

The group set up camp a few miles away. They had decided that the Pegasi may have returned to the clearing at some point, and they didn't want to be there if they did. As the company set up their tents, Trixie approached Applejack.

"Somethin' on yer mind?" Applejack asked as she raised a tent, not turning to look at Trixie.

"I was just wondering... Where are we going?"  Trixie asked. She looked at Applejack with a look of both thanks and concern.

"We got word of another convoy of rebels west of these swamps, supposedly held up in a mineshaft in the Macintosh Hills." Applejack said. She finished pitching the tent and turned to face Trixie.

"Where did you hear that?" Trixie asked, tilting her head.  "I mean... How does news spread nowadays? I've been living by myself in my cart for these past few years, until..." Her words trailed off.

"Every so often we get a wandering survivor who stops and rests for the night.  They usually have quite a bit of news to share." Applejack explained, looking toward the other tents.  Trixie looked away, lowering her ears slightly. "What's up?" Applejack asked, noticing her new pose.

"Back before all of this... I was so horrible to you and Twilight and all of your friends..." Trixie said, withdrawing herself more with each word.  "Why did you and Twilight help me. You obviously knew who was in the cart before opening it..."

"Listen... Everything that happened before the Pegasi took over..." Applejack said, looking Trixie in the eyes, sternly yet compassionately. "None of that matters anymore.  All that matters is what happens now, and what's to come." Trixie nodded, looking up toward Applejack.

"Thank you." She said, her stance beginning to rise.

"Yer welcome." Applejack said.  "We're short on tents right now, so Ah'll have to ask that ya bunk with Twilight for now, at least until we can make or find another one." Trixie nodded thankfully. She bowed her head before making her way to Twilight's tent to settle in for some refreshing rest.

Once everyone had awoke, the company began trekking west, hoping to find the fabled mines of the resistance.

During their journey, Twilight and Applejack pulled off to the side to speak for a moment.

"We don't get much time to speak anymore, but I think that we really need to step back and discuss matters." Twilight said. Her voice sounded weak and distraught, and her appearance fared no better.  She looked to her friend hopefully.

"I think that we need to talk about what happens if we run into Fluttershy and Rainbow Dash." Applejack said, a tone of concern in her voice.

"We can't hold any of what's happened against them..." Twilight said, looking downward.  "Being Pegasi, they didn't have a choice. I know that if they did, they would have stayed with us." She closed her eyes, waiting for her friend to respond.

"Ah know that, but y'all must've heard the rumors, about Rainbow being a general in the Pegasus army!" Applejack said, sounding pained to speak, "If she cared so much about us as friends, why would she join their army, and why would she be such a high rank?"

"Maybe she didn't have a choice." Twilight offered. "The Pegasus culture is very militaristic, and Rainbow fits the bill perfectly."

"Maybe yer right. Ah just hope she'll come to her senses if we find her..." Applejack said, nodding sadly.

"I know she will." Twilight said.  "What about Pinkie and Rarity?" She added.

"Ah don't know.  Ah hate to say it, but for all we know, they might not even be alive anymore..." Applejack was visibly hurt as she said those words. Twilight emulated her concern.

"Yeah... If we do find them though, we have to help them." Twilight said.

"Absolutely!" Applejack agreed, looking determinedly toward Twilight.  "Ah just hope we can find them somewhere in this big, big world..."  Twilight nodded before the two re-joined the company and set off once more.  The duo turned as another pony approached.

"Excuse me..." Said Trixie, gingerly easing her way into the conversation.

"Something wrong?" Twilight asked.

"I'd just like to formally thank you two for letting me join you on your journey, despite my injury, and..." Trixie trailed off.

"We're happy to have you, Trixie.  At times like this, we need all the help we can get." Twilight said. Applejack silently nodded in agreement.

"I know we've already covered this, but I can't begin to explain how thankful I am that you'd do this, regardless of the way I acted before all of this..." Trixie said, visibly withdrawing herself.  "If you two hadn't come along, I don't know what might have happened to me..."

"It's fine Trixie." Applejack interjected, "Like ah said, anythin' and everythin' that happened before the Pegasi take-over doesn't matter."  Trixie nodded slightly.

"I'd just like you to know that I am forever in your debt..." Trixie said.  "If you ever need anything, please, let me know."

"Thank you, Trixie." Twilight said, giving a slight smile to the cerulean blue unicorn.  Trixie returned the gesture.

"We'd better get goin'." Applejack said.  "The rest of the group is gettin' antsy."  The trio quickly re-joined the company and set off once more.

As the group walked onward, Twilight glanced over toward Trixie, noticing a pained look on her face.  Trixie began to lag behind, limping on her wounded leg.  Twilight walked over to her and hoisted one of Trixie's front legs around her neck.  Trixie silently nodded toward Twilight in thanks as the two caught up to the group and continued onward.

"This must be it..." Shining Armor said, turning to face the company.  Before them lay a small, insignificant door, just barely covering a hole in the side of Crusted Mound, the largest hill in the Macintosh Hills.  There was no sign, there were no lights, there was nothing but the door.

"Are you sure? This just looks like any old mine shaft entrance." Twilight asked.

"That's just what a passing Pegasus would think, too." Shining Armor said, turning back to face the door.  Big Macintosh nodded in agreement.

"Shall we?" Applejack asked. As she walked past Shining Armor, he shot her an aggravated expression.  Applejack opened the door , ushering the company inside, before entering herself.

As the company entered, they were met with a short tunnel, entering into the mouth of a large pit.

"How deep do you think it is?" Trixie gulped, leaning over the edge slightly.  There was no visible bottom to the pit, only darkness lay below.

"Not sure..." Twilight said. She approached the pit.  As she observed, she noticed two pulleys on either side of the hole, each bearing ropes that stretched downward, eventually fading into the unknown themselves. Twilight leaned over the edge as well and illuminated her horn.  A bright purple flare dropped from the tip of her horn, sparking as it fell, and illuminating the walls.  As they watched, the light became engulfed in the darkness, fading as it fell deeper and deeper.  They listened carefully.  A slight 'pop' echoed up the hole and through the cavern soon after as the flare hit the bottom of the pit.  The pulleys on the walls began to squeak as they cranked, lifting something from within the pit.

The company watched anxiously, awaiting whatever was down there to rise and meet them.  Twilight leaned over a bit more, trying to get a better look into the pit.

"It looks like some sort o--" Twilight's words ceased as she slipped over the edge.  "AHHH!" She screamed, falling into the hole.  The rest of the company jumped in shock and terror. Shining Armor ran to the edge.

"Twilight!?" He called, "Are you alright!?"  He was visibly worried, impatiently awaiting some answer.

"I'm fine..." Twilight's voice sounded through the pit. Shining Armor shivered as he sighed in relief.  Before them arose a wooden platform, holding Twilight and two unknown Earth Ponies, each wearing strange looking gas masks.  The Earth Ponies motioned for the rest of the company to climb on.  They obliged as the platform slowly lowered into the dark abyss.

Twilight illuminated her horn and got a good look at the wooden elevator.  It was nothing more than a surprisingly well-built wooden platform, obviously of Earth Pony design, complete with under-slung crossbeams and two pulley cranks on either side.

Upon reaching the bottom, one of the Earth Ponies approached a chest placed just next to the elevator.  From it he withdrew five gas-masks.  He handed one to each of the company.

"Put these on." He said, muffled by his own mask.  "The next stretch of cave is filled with toxic gas."  The company quickly equipped their respective masks and followed one of the Earth Ponies down the tunnel. The other pony stayed behind, possibly to tend the elevator.

This new tunnel was surprisingly well lit, despite being deadly.  Brightly lit torches lined the walls in short intervals, glowing the cave a burnt orange.  Strange blue fumes were visible within the air, filtered only by the canisters on the masks each pony wore.

They eventually reached a steel, airtight door.  The Earth Pony opened it and stepped to the side. Beyond existed a wooden chest and another metal door, just as sturdy as the first. The Earth Pony ushered them inside, keeping himself out.

"Place your masks in that chest once I close this," He commanded, pointing to the chest.  "Once this door is sealed, you're free to open that other one and enter." He gestured toward the other metal door. The Earth Pony firmly shut the steel door once the company had shuffled into the room, sealing off with an audible raise in pressure.  The company breathed freely, each sighing in relief as they removed their masks.  Once they were sorted, Shining Armor opened the inner metal door, audibly altering the pressure again.

Beyond the airlock lay a grand cave system, complete with wooden inlays and impressive architectural builds, each built into the adjacent rock. The entire cave system was illuminated with torches along the walls, as well as a questionable glowing yellow gas that seemed to fill the cave.  Twilight considered going back into the airlock and grabbing her mask, before realizing that she could breathe just fine, as could everyone else.

A large number of Earth Ponies began to amass before them as Applejack shut the door behind them.  Before they had a chance to speak, multiple large Earth Ponies emerged from within the crowd, apprehending the company.  They were escorted deeper into the cave, catching concerned and confused glances and stares as they walked onward. As they walked, Twilight, Applejack, and Shining Armor took the time to discuss matters.

"There's enough ponies here to constitute a small army!" Shining Armor said under his breath.

"It's a wonder they haven't rallied against the Pegasi already." Twilight added.

"Ah don't know..." Applejack said.  "Maybe their leader just doesn't want to risk that."

"What makes you think there's a leader?" Shining Armor asked.

"Ah'd say that is enough of a hint." Applejack pointed to the back of the cave.  There lay a large hill built into the rock, topped with a tall, very impressive building.

"I agree." Twilight said. "There's too much of a contrast between the rest of these buildings and that one." Shining Armor nodded in agreement.

"We'll have to try and speak with their leader then." Shining Armor said, "Assuming they let us..."

They were taken into a building built directly into the cave wall, covered with a wooden building facade.  They were instructed to sit at a metal table, positioned directly within the center of the room.  The company, clearly outnumbered and possibly outmatched, did as commanded and waited patiently for word from one of their escorts.  A rather large, blue Earth Pony approached. His mane was a light gray, and he appeared to be wearing some form of lanyard with a card at the end.  The card was stamped with a pink star.

"We don't get many visitors around these parts..." The Earth Pony said passive-aggressively. he placed his fore-hooves on the table, leaning slightly toward Twilight, allowing her to read his name from his card. She confirmed him as Blue Streak.  "Mind telling me how you found our little community?" His face held a look of intimidating displeasure.

"We caught word of an Earth Pony stronghold in these here hills." Applejack spoke up, catching Blue Streak's attention.  Blue Streak looked over the company curiously, obviously unsure of what to think.  He leaned over the table more, forcing a creak out of the metal.

"Names." He commanded. His eyes made their way around the table, carefully observing each pony. He stopped on Big Macintosh, staring him down.  Big Macintosh looked back at Blue Streak, holding a look of stubbornness.  Blue Streak was visibly impatient.  "Name!"

"That's Big Macintosh." Applejack interjected. Blue Streak didn't take his eyes off of Big Mac.  "He don't talk much."  Blue Streak took in an aggravated breath, before moving down the table.

"Name." He commanded Applejack.

"Applejack." She replied.

"Full Name." Blue Streak commanded once more.

"That is mah full name." Applejack said, shooting Blue Streak a look of intimidation.  He obviously wasn't moved.

"You?" Blue Streak asked, continuing down the line.

"Shining Armor."

"Trixie Lulamoon."

"Twilight Sparkle."

Blue Streak walked over to one of the other Earth Ponies.

"Go and alert the head.  Include their names." He said. The other Earth Pony nodded before making his way out of the room. Blue Streak approached the table once more, standing intimidatingly over the company s they awaited their next move.

The Earth Pony soon returned.  He was approached by Blue Streak.  The Earth Pony whispered something into Blue Streak's ear, his face unchanging.  Blue Streak nodded before turning to face the company.

"The Headmistress wishes to meet you." Blue Streak said.  "You should consider yourselves lucky." Blue Streak motioned for the company to follow as he led them from the room and back into the grand cave.  They carefully followed as they were escorted to the hill at the back of the cave, topped by a the tower of masterful proportions.

Once within, the company was led to the very top of the tower.  At the top lay an intimidating room, containing few lights, a large wooden desk, and a rotating chair, it's back to the company.

"Headmistress. I've brought the ponies as per your request." Blue Streak said.

"Well done Blue. Now leave us." Said a cynical voice from behind the chair.  Blue streak saluted before turning to take his leave.  "Please approach the desk." The voice commanded. The company did so.

Before them, the chair spun, presenting the Headmistress.  Her coat was a dirtied pink, as was her straight mane.  Her blue eyes held a look of cynicism as she faced her company.  Twilight couldn't believe her eyes. Just to check, she leaned slightly forward so as to view the Headmistress's cutie mark. It appeared to consist of two blue balloons and one yellow.  There was a visible scar over her right flank cutie mark.

"Pinkie Pie?" Twilight asked, unsure of whether to be happy or concerned.

"Hello." Pinkie said, her face and voice nearly unidentifiable, and so unlike the Pinkie Pie she knew.

"It's great to see ya." Applejack said, a concerned smile adorning her face.

"How did you find this place?" Pinkie asked, ignoring Applejack's greeting.

"A wandering survivor told us about a mine in the Macintosh Hills." Shining Armor said. He matched Pinkie's cynicism as he stared her down.  "He said there was some Earth Pony stronghold here."

"What did you want from such a 'stronghold'?" Pinkie asked, leaning forward onto the desk.

"We were hoping to get support for a revolution against the Pegasi." Shining Armor said. Pinkie leaned back, visibly unsure of what to think of their intentions. "You have a small army in here! If we plan an attack properly, the Pegasi won't stand a chance."

"There may be the makings of a small army, but the Pegasi have the troop equivalent of three large armies."  Pinkie said.  "The ponies within this mine are indebted to me with their lives, and would charge blindly into battle at my command, but why should I risk them like that in a battle that we would surely lose?  Don't get me wrong, I despise the Pegasi for what they've done.  I wouldn't mind making cupcakes out of General Rainbow if given the opportunity..."

"The battle could be won if we had proper strategy!" Twilight argued.  "All we would need is your cooperation."

"I don't take to helping ponies I've no connection to." Pinkie said, her eyes narrowing.  She visibly struck pain into Twilight and Applejack as she spoke these words.  "You're welcomed to rest here for as long as you like." Pinkie turned around in her chair, facing away from the company.  They silently made their way out of the room and back into the cave. They found a central square and sat to rest for a bit.

Applejack turned to Twilight, noticing her very deep in thought.

"Somethin' on yer mind?" Applejack asked. Twilight continued thinking.

"I don't get it..." She said. "Pinkie said that she didn't have any connection to us, but she does!"

"How do you mean?" Shining Armor asked, approaching the girls.  Trixie followed close behind.

"Pinkie Pie is the embodiment of the element of Laughter. One of the Elements of Harmony." Twilight clarified.  Shining Armor nodded.  "Applejack is the embodiment of Honesty, and I'm the embodiment of Magic.  There is a connection.  How could she ignore it...?" Twilight sulked as she sighed, looking to the ground.

"Maybe she just forgot..." Trixie offered.  "I mean, she oversaw the construction of all of this, and she was visibly troubled when we saw her.  Maybe time and stress just erased the importance of the elements from her memory."  Twilight looked up.

"Maybe you're right..." She said, thinking out loud.  "If I can get the physical elements from Canterlot, it might just be enough to snap her back into her old self."

"Ya think it's worth a shot?" Applejack asked.

"I think so.  I can retrieve them easily too!" Twilight said.  "They're kept in the Canterlot Vaults, and after the Discord incident, Princess Celestia altered the door so I could open it."

"Can you get there and back quickly?" Shining Armor asked.

"I'm not sure..." Twilight looked down.  "My power will be enough to teleport me directly to the vault, but it might not be enough to get me back right away."

"What would you do then?" Trixie asked, visibly concerned.

"I could always rest for the night in Ponyville." Twilight offered.  "It was so destroyed by the Pegasi that not even they frequent it anymore."

"Are ya sure this is a good idea?" Applejack asked.

"No, but it's the only option we have right now."  Twilight said. The company regretfully nodded in agreement.  Twilight backed away from the group.  A bright purple aura formed around her horn, sparking as she charged it.

Suddenly, in a loud pop and a cloud of purple fog, she was gone, leaving behind only light purple sparks, disappearing as they fell to the ground.

Twilight appeared in Canterlot with a loud bang, appearing directly before the door to the Canterlot Vaults.  She looked around as a wave of nostalgia swept trough her.  It had been years since she'd last set hoof in Canterlot, and the Pegasi had kept it near pristine condition, valuing just below Cloudsdale, their capital city.

"What was that noise?" A voice called out from some distance away.  Twilight was shot out of her nostalgic trance as she heard numerous Pegasi quickly approaching her position.  Thinking fast, she inserted her horn into the locking mechanism and illuminated it with her aura.  The grooves in the door began to glow before it swung open.  Twilight quickly ran inside and shut the vault door behind her.

Inside, Twilight saw a pedestal in the very center of the room, bearing a regal looking chest.  She approached the chest and lifted it from the pedestal, holding it before her.  Without hesitation, Twilight opened the box to find the six elemental stones inside.  She smiled happily to her discovery.

Twilight pumped a small amount of magic into her horn and looked up at it.

"I might have just enough left to get me into Ponyville..." She said silently to herself.  Twilight placed the chest gently on her back before disappearing into a cloud of sparks and fog once more.

Twilight reappeared in Ponyville, just in front of what was once her home: the library.  It had been burned to the ground when the Pegasi attacked.  Twilight forced back a few tears as she looked upon the charred remains of her home.

"I wish he could have made it out in time..." Twilight said to herself, feeling a tear roll down her cheek.  With a sniff she wiped it away and tried to force her pained memories away.

She made her way to the next nearest building, watching the sky carefully.  To her delight, the Pegasi were keeping clear of the sky above Ponyville, allowing her to roam freely.  Twilight approached Sugarcube Corner, perking up as she saw that it had stayed fairly intact.

As she prepared to enter the building, Twilight noticed some movement out of the corner of her eye.  As she looked to observe it, she realized that it was coming from The Carousel Boutique.  She saw another shadow move through the window of the boutique.

Twilight allowed her curiosity to get the better of her as she cautiously approached the boutique. Upon reaching it, Twilight carefully opened the front door.  Inside, she saw a flustered white unicorn running around frantically among the very unkempt remnants of the boutique's interior.

"Rarity!" Twilight said happily, running toward her friend.  Rarity stopped running to turn and face Twilight. Twilight froze in place as she looked upon Rarity's face.  She looked as if a lifetime of bottled stress had caught up to her all at once.  Her mane was frayed out, just barely holding the idyllic curls it once did.  Her eyes looked troubled and eternally confused, twitching occasionally.  Her skin drooped below her eyes, just above her nose and mouth, which was frozen in a constant frown of worry.  Her stature was not even slightly reminiscent of the Rarity Twilight once knew.  There was three scars across her nose, and one leading down the left side of her torso.

"Twilight?" Rarity said, her voice slurred and confused. Her eyes did not focus on Twilight, as if they did not verify that she was really there.  Rarity stood frightfully still, almost like her mind had checked out, leaving her body to it's own devices.

"Rarity..." Twilight said. Seeing her friend like this made her feel horrible.  The once mighty Rarity, so fallen from grace that she hardly resembled her former self.

"Twilight..." Rarity slowly approached Twilight, staring blankly past her as she moved closer.  Twilight felt her eyes tearing up as she looked upon her friend.  "What's this?" Rarity slurred. She picked the chest of elements off of Twilight's back and brought it before herself.  Twilight began to reach out for it, before withdrawing her hand, feeling it improper to grab from one so frail as Rarity now was.

Rarity stared off into space as she dug through the chest, carefully moving each element aside.  Her position froze and her head perked up as her hoof brushed one element stone in particular.  Rarity's eyes focused on the chest and it's contents as her mouth contorted into a look of remembrance and concern.

The Generosity Stone began to radiate a purple diamond shape.  Rarity's mouth closed, as did her eyes.  As Twilight looked on, Rarity's eyes began to well with tears.  Rarity felt the element carefully as remembrance began to flow through her.  Her mind was flooded with memories of her friends, and what had happened since the Pegasi attacked.  Rarity's eyes slowly opened, focusing on Twilight.  The scars on her nose and torso had faded, and no sign of them remained.

"Twilight..." She said, this time obviously aware of her presence.  "Twilight I..."  She trailed off.

"It's great to have you back, Rarity." Twilight said, slowly stepping closer to her friend.

"I... Thank you, Twilight." Rarity embraced her friend in a hug, as both of them began to cry freely, both in happiness and sadness.

"It's been a long time, Rarity." Twilight said, holding her friend close.

"Yes it has, darling." Rarity said, "But I'm not going anywhere ever again."

"Neither am I." Twilight said. The two cried together for a while, just enjoying each others company.

Eventually, the two separated and took some time to talk.

"How have you been, Twilight?" Rarity asked.

"Surviving." Twilight said. "Sometimes nowadays, that's all that matters..."  Rarity nodded.

"Are you alone?" Rarity asked.

"No. Well, I am right now, but I've been traveling with a company for the past few years." Twilight said.

"Anyone I'd know?" Rarity asked, tilting her head.

"Of course!" Twilight said anxiously.  "There's Applejack, Shining Armor, Trixie, and Big Macintosh."

"Oh my!" Rarity said, perking up at the news, and visibly pleased.  "Where are they now?"

"They're resting in a cave system in the Macintosh Hills.  I came up here to collect The Elements." As Twilight spoke, she noticed Rarity tilt her head in confusion. "The Headmistress of the stronghold in the hills is Pinkie Pie, but she's not herself..."  Twilight sighed in sadness as she explained her situation.

"So you came to collect the elements to try and force her back into her old self?" Rarity asked. Twilight simply nodded. "Well it certainly seems to have worked on me... Speaking of which..." Rarity stood and walked behind a partition.  In a flash of blue energy, Rarity emerged from behind it, looking just like her old self from before the Pegasi attack.  Twilight was noticeably stunned as Rarity walked toward her, just as regal and gorgeous as seven years prior.  Rarity let out a small giggle as she looked at Twilight;s shocked face.

"Anyway..." Twilight said, shaking her mind clear, "Will you accompany me back to the caves to meet up with the rest of the company?"

"But of course!"  Rarity said, a smile crawling across her face.  "Shall we depart now?"

"I'm afraid I can't right now..." Twilight said.  "My magic is drained from teleporting nearly across Equestria all at once."

"Well, I know a bit of teleportation magic." Rarity offered. "Couldn't I just get us there?"

"No, unfortunately.  I don't think I need to go over the logistics of teleportation with you." Twilight said.

"Um... Would you mind?" Rarity asked gingerly.  "I'm still rather unpracticed, and I wouldn't mind some assistance."

"Alright." Twilight agreed, "A Unicorn can only teleport to places he or she has been before.  The only exception to this is very short distances, such as between adjacent rooms partitioned by a closed door." Rarity nodded in understanding as Twilight explained.

"So, we'll need to wait until you're well rested to depart?" Rarity asked.

"I'm afraid so..." Twilight said, withdrawing herself.

"Well that's no problem at all." Rarity said, trying to reassure her friend.  "You are of course welcome to stay here for the night, though I do apologize for the boutique's current appearance." Rarity looked around, seeming embarrassed over the clutter and chaos around her home.

"Thank you, Rarity." Twilight said, smiling at her friend.

The following morning Twilight and Rarity stood together, preparing to teleport back to the Macintosh Hills to regroup with the company.  Before they traveled, Rarity turned toward Twilight, a look of concern in her eyes.

"Twilight, darling..." Rarity said, "I'd like to thank you for saving me yesterday... I don't know how much longer I would have lasted like that..."

"I was happy to do it, Rarity.  You're my friend, and I couldn't stand seeing you like that."  Twilight said, offering a slight smile.  Rarity nodded.  "Ready?"

"Yes-- Oh, wait!" Rarity said. She ran into the back of the boutique, returning shortly.  "I needed to get something..."  Rarity drew attention to her front left hoof.  She was wearing Opalescence's collar around it.  As she looked at it, a look of sadness swelled in her eyes.  Twilight nodded before teleporting them out of Ponyville and back into the mines.

With a loud bang, Twilight and Rarity appeared before the rest of the company, loyally waiting within the center of the cave.  Applejack's eye widened upon seeing Rarity before her.  She ran toward her and embraced her in a hug.

"Ah can't believe it!" Applejack said happily.  "Rarity!  It's great to see ya!"  Applejack felt a tear roll down her cheek, as did Rarity.

"It's so good to see you all as well, darling." Rarity said, smiling happily.

"It looks like you've hardly been moved by all of this." Applejack said. Her comment visibly caused Rarity to withdraw herself slightly.

"Well... It actually did..." Rarity said, sulking, before perking up once more, "But thanks to Twilight, I'm back."

"What happened?" Applejack asked, happily concerned.

"I... wasn't myself..." Rarity said, trying to avoid too much detail.  "But Twilight found me, and when I saw my element with her, something snapped me back into my old ways." Rarity smiled as she explained.

"Well, regardless. It's great to see ya." Applejack hugged Rarity once more before leading her to the rest of the company.  Twilight watched as she greeted the others, each met with a happy smile.

Once Rarity was done, Twilight approached the company once more.

"I got the elements." She said, using her magic to lift the chest from her back, and open it before the company.

As the chest openly hovered, Applejack's eye seemed drawn toward one particular point within it.  It was the Honesty stone.  She carefully reached out and touched it.

As her hoof made contact, an orange apple shape shot forth from the stone, encasing Applejack.  She and the stone radiated with an orange energy, lighting the cave, tinting the ground and the company a bright orange.  The company and a few passing Earth Ponies watched in awe as Applejack interacted with her element.

Once the light had faded, Applejack stood before them, her head pointed downward.  She slowly raised it, opening her eye.  It once again shone the bright emerald green that Twilight fondly remembered.  As she looked, Twilight noticed that the scar over her patched eye had disappeared.  Applejack slowly raised a hoof to the eye-patch and raised it carefully.  Her eye was open and perfect, shining just as brightly as the other.  She looked over the company, feeling a wave of remembrance flowing through her. Everyone smiled at her, but none more happily than Big Macintosh.  She approached his sister and hugged her tightly.

"I've missed you, Applejack." Big Macintosh said, his voice deep and worn.

"I've missed myself..." She said.  More tears flowed from her, as did from Big Macintosh as they embraced.  Twilight and Rarity looked on happily, feeling moved by the sight before them.

"Well..." Applejack said, stepping back and wiping the tears from her face.  "Come on, sugarcube. Let's go and get Pinkie back."  Twilight nodded as the Company made their way back to the tower.

"Can I help you further?" Pinkie asked, just as cynically as ever, completely ignoring Rarity's presence.

"We'd like you to look at something..." Twilight said. She removed Pinkie's element stone from the chest and placed it on the desk before her.

As Pinkie looked at her element, her eyes grew wide, appearing shocked.  She silently moved her hooves to pick up the stone.  She caressed it lovingly, feeling her eyes tearing up.  Her lower lip quivered as her eyes glazed over.  A blue balloon shape emanated from the stone and drew itself into Pinkie.  As they company watched, Pinkie's mane exploded outward with a loud 'pop', shaping into it's original, curly manner.  Pinkie's eyes gleamed a bright sky blue as a smile shot across her face.  Her flank scar faded away, leaving her cutie mark in it's full glory.

Pinkie leaped from her chair and over the desk, forcibly embracing Twilight, Applejack, and Rarity in a joyous hug. She smiled widely as she spoke to them, tears flowing down the grooves of her face.

"I'm so sorry!' Pinkie said sadly, yet with a smile across her face.  "I don't know what happened to me.  I guess I just forgot who I was..." Pinkie pulled back slowly, averting her gaze and nervously rubbing her arm.

"It's alright, Pinkie." Said Twilight, smiling happily.  "We forgive you." Applejack and Rarity nodded in agreement as Pinkie hugged the three of them once more.  Pinkie pulled away and hugged Shining Armor, Trixie, and Big Macintosh as well.

"You reminded me of the most important thing I'd forgotten... I can't thank you enough." Pinkie smiled again, wiping the tears from her face.  "I'll answer any questions you have. Please."  The company smiled.  They had saved their friend, and were finally getting somewhere.

"Alright, I've been wondering," Twilight spoke up, "What is that glowing gas in the cave? I've never seen anything like it." Pinkie nodded.

"It's called 'Neighon Gas'.  It's usually dangerous to breathe, but we light it in such a way that makes it no more dangerous than normal air." Pinkie explained. Twilight listened carefully, her scientific mind enthralled in this wonder of science.  "The blue gas in the entrance tunnel is Ozone.  We combine it with certain chemicals that make it only deadly if inhaled.  We're not monsters..."

"Uh, Twi? Don't ya think we should be worryin' about current issues right now?"  Applejack interjected. Twilight looked to her and nodded, smiling nervously.

"We need to know," Shining Armor spoke up, "Will you help us in our fight against the Pegasi?"  Pinkie sat back down in her chair, looking down, thinking.

"I don't know if it's worth risking the lives of all of these ponies for..." Pinkie said, offering an apologetic frown to Shining Armor.

"Freedom is always worth fighting for. Always worth dying for." Shining Armor said.  He closed his eyes and withdrew himself from the conversation.  Twilight knew what he was thinking about.  "Excuse me." Shining Armor stood and walked out of the room. Pinkie watched concernedly as he left.  She looked away, deep in thought.

"I'm not gonna lie to you, Pinkie..." Applejack said, catching Pinkie's attention.  Twilight noticed Big Macintosh smile slightly as Applejack spoke these words.  "We can't even come close to promisin' that all, or even most of these here Earth Ponies will survive, but as far as Ah'm concerned, just sittin' down here, cowerin' in fear is even worse than fightin', and maybe dyin' for what you believe in."  Applejack looked Pinkie in the eyes, and Pinkie looked back into hers.

"You're right..." Pinkie said, a look of steadfast determination flashing across her face.  "Alright.  You have my assistance.  What do you need me to do?"

"Well first, we'd like you to come with us--" Twilight began to speak, but was cut off.

"I'm sorry..." Pinkie held up a hoof, ceasing Twilight's suggestion.  "I'd like to. Really I would, but I can't just leave the mines without these ponies." Pinkie drew attention to a window to the left of her desk.  The window overlooked the entire main cavern of the mines.

"Alright.  We understand." Twilight said.  "Let's just try and come up with some sort of plan..."

The remainder of the company emerged from the tower, regrouping with Shining Armor.  He looked to them hopefully.

"What's happening?" He asked, looking over the group.

"Pinkie and her troops are going to draw the Pegasi here, so that we can enter Cloudsdale unnoticed." Twilight said.

"Once they've dealt with the Pegasi, they'll march on Cloudsdale and help us." Applejack added.

"That's brilliant..." Shining Armor said, looking away.  "The entrance tunnel is already a perfect defense mechanism..." He turned away in thought.  Twilight got his attention back.

"We need to leave now." She said.  "Once we're out, some of the Earth Ponies will draw the Pegasi's attention."  Shining Armor nodded.  With that, the six made their way back to the airlock and the entrance to the cave.  They were joined by five Earth Ponies from within the cave.  As they ascended the cavern's pit, a gray Earth Pony with a black mane addressed them, wearing a gas mask.

"Good luck..." She said, lifting her gas mask. They noticed a tattered pink pow-tie around her neck.  Her purple eyes looked sorrowfully at them, staring hopefully.  "We're all counting on you."  Shining Armor nodded, his face holding a look of determination.  The earth pony nodded as well, turning away from the company. Applejack shot Shining Armor an aggravated look as she turned toward the Earth Pony who was now sulking.

"We won't let you down." Applejack said, catching the Earth Pony's attention.  "I promise." The Earth Pony grew a slight smile as she looked forward.  The elevator reached the mouth of the pit as the company and the Earth Ponies disembarked, exiting the cave.

"Right" Said one of the earth ponies in a different accent.  He was noticeably very young, and his coat was white and brown, including a brown circle over his left eye.  "Let's show 'em how we do things in Trottingham!"  A pink earth pony with a purple mane and purple eyes turned toward the company.

"We need you all to hide just in the badlands there."  She pointed toward the ragged land just to the east.  The company nodded and moved out.  The Earth Pony called out to the rest of the Earth Ponies as they began climbing the hills behind them.  "The faster we get this done, the faster I can get a drink! Come on!"

The company found a natural trench just beyond the boundaries to the badlands.  They resolved to hide in it until the Pegasi were sufficiently distracted.

As they watched, the Earth Ponies set up numerous fireworks atop the Macintosh Hills, setting them off one by one.  They looked towards Cloudsdale and watched as a frightfully large number of Pegasi flooded the skies and dove onto the hills.  The Earth Ponies rushed back into the caves and shut the door.  The Pegasi soon reached the mine entrance and followed suit.

"I hope the Earth Ponies can hold out for long enough..." Trixie said, looking concernedly toward the mines.

"They'll be fine.  The Earth Ponies have a long history of withstanding hardships." Twilight said. Trixie nodded.

"Wish I could see the Pegasi learn that the hard way..." Shining Armor said, offering a sly smirk.

"Come on y'all.  We need to get movin'."  Applejack said. She took point as the company followed.  "Ah's ask Twilight to teleport us, but we're gonna need her to get us into Cloudsdale once we're below it."

"That will put less of a strain on my magic." Twilight said, nodding in agreement.  The company moved on ward carefully, avoiding the Pegasi's attention, cautiously sticking to the shadows as they approached the sky-bound city of Cloudsdale.

"Here we are..." Applejack said, taking in a deep breath.  The shadow of the mighty cloud city struck fear into the entire company.  "The Pegasus capital of the world."

"Hang on..." Shining Armor said, speaking out.  "I just want you to know that, once we're up there, I'm going off to find Cadance. She's up there... I know it, and I have to look for her."

"Shining Armor, please..." Twilight said, looking into her brother's eyes.  "We need you to help us in there.  We'll all go to find her once we get Rainbow Dash and Fluttershy back on our side.  It'll be an easier search with their help."  Shining Armor sighed.

"Fine." He said, conceding, "But if things happen to go belly up in there, I'm splitting to find her."

"That's fine." Twilight said, catching Applejack's full attention. Applejack approached her.

"Are you sure Twilight?" Applejack asked.  "If things start to fall apart, we'll need all the help we can get!"

"If things start to fall apart, we won't stand a chance anyway." Twilight said. Applejack gave her a look of concern before lowering her head and sighing. She nodded sadly before backing away.

"Drop your belongings here." Applejack said, commanding the group.  "We won't be needing our camping gear up there.  The only things we need are the Elements, and Twilight has those." Twilight nodded.  The group dropped their saddlebags to the ground, leaving everything behind.  Twilight kept hers on, yet emptied them for everything but the elements within their chest.

"Whenever you're ready, Twilight." Rarity said, giving a reassuring smile to her friend.  Twilight returned the smile and nodded.  She charged her horn with all of her might.  A large purple aura encompassed the entire group, lifting each of them off the ground slightly. Purple sparks shot from the aura as it began to glow brighter, forcing back the menacing shadow of the airborne city above.  Suddenly, in a ground cracking explosion, they were gone.

Upon arriving in the could city, the company landed softly on the white and fluffy ground.  They each stood and shook their heads in their own time, before looking around themselves in absolute terror.  The burst from the teleportation alerted what looked like hundreds of Pegasi, all of whom were staring angrily at the intruders, each pointing a spear or lance at the ground walking ponies.

"Halt!" One of the higher ranking Pegasi shouted.  "Stay where you are!"  The company froze in fear and did as commanded.  One of the Pegasi leaned toward another and whispered something.

"Go alert the General." She said silently.  The other Pegasus nodded and lowered his weapon before lifting off the ground and flying quickly out of the room.  A few Pegasi approached the company and lowered their weapons.  They quickly apprehended the intruders and held them there.  One of the Pegasi removed Twilight's saddlebags and placed them off to the side.  Soon after, a light blue Pegasus entered the room, wearing all black armor with a golden trim, and a rainbow colored crest atop the helmet.  Her cold magenta eyes bored holes into the company as she stared maliciously at them.

"Well would you look at that..."  She said, "Honest to goodness intruders."  The company looked on in sadness and nervousness, unsure of what was going to happen to them.

"We've apprehended the intruders and removed their belongings." One of the Pegasi said, addressing the General.

"Escort them to the interrogation room.  I will deal with them there." The soldier nodded and took the prisoners to a small room a short distance away.  Within the room existed only a small wooden table, and only one door.  The company was instructed to sit down and await the General.  They did as instructed, and shortly after the General entered the room alone, carrying Twilight's saddlebags. She threw them down onto the table.  The General leaned over the table, causing it to crack beneath her.  She flared her wings intimidatingly, staring menacingly at the company, specifically Twilight, Applejack, and Rarity.

"What the hell are you doing here?" She asked, silently enough to not be heard by the guards just beyond the door.  The company looked up confusedly.  "Are you trying to get yourselves killed!?"

"Rainbow..." Twilight said, rather concerned.  "What's going on?"  Rainbow Dash sighed.

"I wanted you guys to stay out of this.  I had hoped you would have just gone into hiding and stayed safe..." She said, sounding aggravated.  "But here you are. Do you have any idea how flustered the entire city is over this. Not only did you intrude upon the Pegasi's capital city, but you did so using magic, which I don't think I need to remind you, was outlawed years ago by the very Pegasi you seek to overthrow."  She stared angrily at her friends, as they looked back at her concernedly.

"Just because magic is outlawed doesn't mean us Unicorns are incapable of using it!" Trixie argued, speaking up.

"Why did you have to get yourselves involved in this..." Rainbow sighed, turning away.  She turned back, changing the subject.  "I see you've brought the elements..."

"We were going to use them to bring you and Fluttershy back to your senses to help us, but I;m not so sure we need to anymore." Twilight said, cocking her head.

"No need." Rainbow said, giving one more sigh. "I'll help you, though I wished I didn't have to."

"You would have us live underground in fear than fight for what's right?" Rarity asked, rather upset by the gesture.

"I would have you stay alive than fight a battle you can't win!" Rainbow said, slamming her fore-hooves down on the table.  "Not without help anyway... Do you have a plan set?"

"We--" Twilight began to speak, yet Shining Armor interrupted her.

"Why should we tell you?" He asked, catching Rainbow's attention as she looked at him, surprised.  "For all we know, you could just be working an angle to get us to tell you our secrets."  Rainbow gave a sly smirk.

"I like the way you think, Shiny." Rainbow said.  "I may be a Pegasus, but I know better than anypony what it means to be loyal to your friends.  I have to lock you all up to keep up appearances, but I promise, later I'll prove the extent of my loyalty, okay?"  She shot a slight smile around the room, and all but Shining Armor returned it.

"One more question." Applejack added, "Where's Fluttershy?"

"Fluttershy is the head nurse in the Cloudsdale hospital now." Rainbow recalled. "Tell you what, I'll have Fluttershy join me later when I prove myself to you. The Pegasi are so military oriented that they'll hardly notice a head nurse going missing.  I'll just screw with some paperwork and up one of the other nurses."  Rainbow smiled to her friends once more before departing.  She opened the door and spoke to one of the guards just outside. Rainbow spoke too silently for the company to hear, but the other Pegasus was surprisingly loud.

"Cell block D? Are you sure General? ... No! I'm not questioning your orders, but, well, you know the secondary head guard at Cell block D isn't the best we have. ...  Very well. I'll transport them there immediately."

The company was moved to the cell block they had heard the guard talking about; Cell block D.  As they were locked behind the bars, they looked at the head guard.  He was a very, very large and muscular white Pegasus with almost comically small wings.  His armor was noticeably too small, being forcibly stretched over his body.  The mere sight of him was enough to strike intimidation into even Big Macintosh.  Given the time, the company decided to talk.

"Didn't that guard say the head guard at this block was 'not the best they have'?" Trixie asked.

"He specified the secondary head guard.  He looks like a primary guard to me." Rarity said. Trixie nodded.

"Do you think Rainbow will show?" Applejack asked.

"There's no way she's coming, and if she does, it;s only to put us in our graves..." Shining Armor said cynically, withdrawing himself from the conversation.

"She'll come." Twilight said, looking around the group.  "I know she will."

As time passed by, the guards changed shifts.  The giant white Pegasus was replaced by an average sized mare.  As she talked with the white stallion, she kept her back turned to the prisoners.  The group noticed that she had a gray coat and a light blonde mane and tail.  As the stallion left, she turned and revealed her most significant feature to the company.  Her bright yellow eyes were crossed, one facing up and to the center, while the other faced down and to the center.  Her face held a constant smile. She looked to the prisoners and gave a friendly wave, smiling widely at them.  Twilight and Applejack confusedly and nervously waved back.

"So i guess that's the secondary guard."  Trixie said.  The company nodded.

Shortly after this rather ditzy looking guard took position, General Rainbow entered the cell block and addressed her.

"Give me a bit of privacy with the prisoners, would ya?" Rainbow asked, being friendly toward the guard.  She looked at Rainbow, still smiling.

"I'm sorry, but I am not to leave my post under any circumstances."  The guard spoke as if she had memorized that line. Twilight figured that she probably had a problem with leaving her post regularly.  Rainbow sighed.

"Hey..." She said, leaning toward the guard.  "I hear there's muffins in the break room."  The guard's eyes went wide.

"Muffins!?"  She took to the air and made for the door, only to stop before exiting.  "Ohh... But I'm not allowed to leave my post... If I leave any more I'll be demoted... again..."  She sulked as she walked slowly back to her position.

"What if I give you special permission to leave while I interrogate the prisoners.  They can't demote you for following orders."  Rainbow said.

"Really?" The guard asked. Rainbow nodded.  "Hooray!" The guard took to the air once more as she darted out the door.  Rainbow approached the company, smiling happily, admiring her work.  She turned toward the door and called out.

"All clear, Fluttershy."  The timid yellow Pegasus with a pink mane carefully entered the room.  Upon seeing her friends, she quickly rushed to the bars.

"Oh my..." She said, just as quietly as ever.  "It's so great to see you all, but are you alright?"

"We're fine Fluttershy." Said Twilight.  "It's great to see you two as well."  Fluttershy smiled.

"Alright.  Let's get you out of there." Rainbow said.  She withdrew a ring of keys from her belt and proceeded to unlock the metal bars keeping her friends enclosed.  "Come on out."  The company gingerly stepped out of their cell and approached their Pegasus friends.  Applejack, Rarity, and Twilight quickly embraced their winged friends in a joyous hug, each of them smiling happily.

"It's been too long since I've seen you guys." Rainbow said. Fluttershy added a whispered 'yeah'.  "Right then..."

"Alright, so you really want to prove your loyalty then?" Shining Armor asked, staring Rainbow in the eyes.  She nodded, staring back.  "Take me to my wife.  I know she's up here, and I know you're keeping her prisoner."  Rainbow nodded again.

"I'll take you there, but first, you all need to know something." The group listened carefully, "Once I take you there, the Pegasi will know that you're out, and then everything will start to kick off.  If you have a plan set up for that, you need to tell me now, or you have no chance against them."  She looked determinedly at the group, and shining Armor let out a defeated sigh.

"Come on, Shining Armor.  We can trust her. I know it." Twilight said, approaching her brother. He looked her in the eyes and gave one more sigh before turning to face Rainbow.

"Fine..." He said, maintaining eye contact.  "You're friend Pinkie Pie is going to lead an assault on the Clooudsdale to cover us as we make our way to the leader."  Rainbow nodded as he spoke, confirming the relevance of the plan.

"Alright." Rainbow said. "Then here's what we'll do until then..."

"We're listenin'." Applejack said, smiling at her friends.  Rainbow smiled back.

"Twilight: You'll send everyone but you, Applejack, Shining Armor, and myself to meet up with Pinkie and initiate the attack. Fluttershy can arrange a way to get them up here." Rainbow explained.  "Don't worry about them falling through the clouds.  Ever since the Pegasi started capturing non-Pegasi, we've had to change the makeup of the clouds so that normal ponies can walk on them as well. After all, we couldn't go about having some Unicorns cast spells on them to make them cloud-walkers with the outlaw of magic and all."

"The mass teleport spell is too loud. The Pegasi would hear it all over the city.' Twilight interjected. Rainbow thought for a moment then nodded in agreement.  Trixie perked up quickly.

"I can muffle the sound of the spell, but I'll have to stay up here with you to do that."  Trixie said, catching the groups attention. They all looked at her confusedly.  "When you live in hiding for as long as I have, you learn lots of ways to keep yourself as quiet as possible." She explained.

"Alright. Any other issues?"  Rainbow asked, looking around. Nobody spoke up.  "Perfect.  The rest of us will discuss plans after you're all safely away. Whenever you're ready, Twi."  Twilight nodded.

Twilight forced energy into her horn, once again causing it to glow a bright purple.  Trixie approached her slowly as an aura began to form around Rarity, Fluttershy, and Big Macintosh.  Trixie touched the tip of her horn against Twilight's. A light blue aura encased Twilight's purple aura on her horn and around the three outward-bound ponies.  In a silent flash of light, Rarity, Fluttershy, and Big Macintosh were gone.  The white cloud top was charred a slight gray beneath where they were standing.  Twilight stepped back from Trixie and nodded thankfully. Rainbow smiled.

"Great!" She said.