Judgment Day

by Justin_ZW

Rating: mature
Tags: Dark, Sad, Main 6, Gore, Original Character, My Little Pony: Friendship is Magic, Soarin, Adventure, Spitfire, Tragedy, Lightning Dust
Length: 61196

When Twilight discovers a mysterious object in the sky, no one believes the danger it poses until it is too late. Can a small group of ponies stand against the darkness and free Equestria once again?

When Twilight discovers a mysterious object in the sky, no one believes the danger it poses except for Rainbow Dash, who suffered from strange nightmares and had received dark omens foretelling of a grave danger. Together, the two mares race against time to uncover the secrets of the ancient evil which threatens their world, but their efforts are not enough. When they fail to prevent the catastrophe, the fate of Equestria rests on the shoulders of a small group of ponies with the courage and resolve to stand against the darkness. Can they succeed, or will Equestria be lost forever?

Credit to SparkBrony for proofreading.

Notes:
The Doctor: Doctor Whooves in this fic is represented as Doctor Who in pony form. That means that he shares the same characteristics as the Doctor. I tried to base him on the ninth doctor (played by Christopher Eccleston in the first series of the 2005 revival), but I took a couple liberties with the personality. If there's something you don't understand, feel free to leave a comment asking about it and I'll respond.

Rating: It's bloody. I've been told by a reader that there were certain scenes he couldn't read right after eating, so I went ahead and stopped trying to fight it. It's mature, and the gore isn't EVERYWHERE, but it's pretty ghastly where it is. As an update, I've decided that there will be no sex scenes, so the sex tag has been removed.

Update: All scene changes are now denoted by two hyphens (--). I realized that FimFiction wasn't parsing triple spaces, so I decided to help ease the burden on the readers by doing this. I know it looks stupid, but it'll help you figure out what's going on.

Published 2013-06-07 14:10:02 UTC
Last updated 2013-07-02 06:35:30 UTC

Chapter 1: Race Against Time

Rainbow flew silently with Twilight on her back. Luna's moon hung above them, and they kept staring up at the sky. Rainbow had begun to shake under Twilight's weight, but they were still miles away from Canterlot. I don't want to stop now... but if I don't, I might crash and kill us both.

"Urg..." Rainbow grunted. "I-I gotta set us down and rest for a minute..."

"It's alright, Rainbow, go ahead," Twilight answered. She looked at the exhausted Rainbow Dash for a moment before looking away. She clenched her teeth. I should never have let her do this... it's too much on her.

Rainbow slowly began to descend, trying not to crash. She managed to touch down lightly, and she folded her wings. Twilight let go of her and stepped back. Raibow could see Canterlot in the distance, shining brightly in the beautiful night. The soft grass swayed lightly in the minute breeze, and it felt good beneath Rainbow's hooves. She lied down and tried to catch her breath.

Twilight looked at Rainbow Dash again, and she once more found that she could not hold her gaze. "I'm sorr--" she tried to say, but Rainbow cut her off.

"Shut...up, T...Twilight," she said through her panting. "I told you...that I...wanted to...do this."

Twilight looked down. "But I don't want you to hurt yourself."

"Who cares if I get hurt?!" Rainbow burst out. "All of Equestria is in danger here! If we don't do something, Everypony is going to get hurt!" She gritted her teeth and forced herself to her hooves.

Wow...no wonder she's the element of loyalty. I wish I could have a fraction of your courage and dedication, Dash. "I know, but we can't do anypony any good if you get hurt!"

"Look, we'll rest for a few minutes and then get on our way again. It's only another couple miles, and I'll have us there in no time." Rainbow lied down again, unable to stay on her feet.

Twilight gave Rainbow a quick glance. Rainbow was sweating and breathing heavily.

"Now, how about--" Rainbow began, but as her gaze drifted skyward, she grew silent. Her mouth fell open.

"Rainbow, what's wr-" Twilight tried to ask, but she, too, was unable to speak when she saw what Rainbow saw. In the sky above them hung the object from Twilight's pictures. It wasn't large, but it was close enough to be visible. A sinister, black aura was clearly visible surrounding it. "Oh, Celestia...it's closer, Dash."

Rainbow swallowed, trying to speak. "...I know. We have to go. Now." Rainbow quickly jumped up and motioned for Twilight to grab hold of her.

Twilight shook her head. "No. You need to rest." She sat down and crossed her forehooves.

Rainbow growled. "Twilight, either you grab onto me or I'll drag you through the sky. Which one is it?" She took a step closer to Twilight.

Twilight looked at the blackish green cancer in the sky for a moment. She's right. I feel sick just looking at this. We can't waste any time. Reluctantly, Twilight wrapped a hoof around Rainbow.

Rainbow silently spread her wings once more and lifted off from the ground. She flew in silence, forcing herself to remain focused. Below them were the endless plains of uncivilized Equestria, all covered with tall grass and the occasional trees. Canterlot was approaching rapidly, and Rainbow could at last distinguish the different buildings.

At last, they reached the royal city. "Twilight," Rainbow called, "where's the archives?"

Twilight searched for the familiar building. "There, that's it." She pointed to a large spiral building with an elegant garden.

Rainbow sighed. "Good." She slowly fluttered down and softly landed on the ground. "Lead the way." Twilight nodded and trotted toward the library.

Rainbow looked around at the garden. All these decorations... do fancy ponies really care about all this junk? She let out a disgusted sigh and followed Twilight.

When they reached the library gate, the guards raised their lances. "Who goes there?!"

Twilight stepped forward. "Twilight Sparkle, apprentice to Princess Celestia. Please let us through."

The guards relaxed. "Oh, sorry, Twilight! Go right in!" They opened the door for Twilight and Rainbow, and the mares trotted inside.

Twilight observed the Room names nearby. "Okay, if I'm correct, the astronomy wing is on the second floor. Follow me." She hurried down the hallway and Rainbow followed close by.

More terrible decorations. What is it with nobles and their stupid designs? Rainbow simply rolled in her eyes and continued to follow Twilight.The reached an ornate spiral staircase with a gold lined handrail, and Twilight quickly ascended it. Rainbow Dash followed suit.

"Okay," Twilight announced, "the wing is the second on our left. We should split up to try to find anything we can." Rainbow nodded, and they trotted to the door. The guard opened it for her without a word and they stepped inside.

"Let me know right away if you find anything," Twilight told Rainbow.

"You got it." Rainbow walked into the aisle nearest to her and began to browse the titles of the books. "A History of Astronomy," "The Planets and Their Locations," "Stargazing Magic..." Ugh, this is gonna take forever. She kicked her hoof and began to pull several books from the shelf.

"Miss?" a voice called from behind Rainbow. Rainbow screamed and dropped the books she was holding. "Oh, my apologies. I did not mean to startle you."

Angrily, Rainbow turned around to see a light brown pegasus staring at her. "Hey, bud, what's the big idea?! You scared the hay out of me!" she exclaimed.

"It was not my intention," the colt answered, never taking his eyes off of her. "May I ask why you're browsing this section so late?"

"That's my business, not yours, so unless you know anything about unexplainable stuff in the sky, butt out!" Rainbow turned and began to walk away.

The Colt smirked. "But I do."

Rainbow stopped in her tracks. She turned around and approached him slowly, watching him warily. "What do you mean...?"

"You have seen it, have you not?" His dark blue eyes focused intently on her.

"You...you know?" Rainbow's face lit up.

"I do, although it seems that no one will listen to reason. If you've seen it and you've come here to look for information, then you are aware of the gravity of the situation." The mysterious colt gazed intently at Rainbow, and she felt captivated. Wow, he's pretty handsome...But no time to think about that! If he knows something, I need to find it out!

"Look, uh..." Rainbow began before realizing that she hadn't even caught the colt's name.

"My name is Swordpoint," he answered. "I came here seeking answers just the same as you, and I think I've found something. You should come with me."

"R-right..." Rainbow stuttered. "Just let me get my friend. Hey, Twi!" She looked around for Twilight. When no response came, she simply sighed. "Let me go find her. She's probably got her face buried in a book." Rainbow walked out of the aisle and headed for the direction in which Twilight had gone. This Swordpoint... I don't know if I can trust him, but if he knows something, then I can't just ignore it. Plus... he is... no, wait; what am I thinking?! Not at a time like this! She shook it off and entered the first aisle she saw. Twilight was lying on the ground and reading a book. "Hey, Twilight. You should come with me."

Twilight looked up from the book and her eyes widened. "Have you found something?" she asked.

"There's a colt who came here for the same reason as us, and he says he's found something. We should see what he's got to say." She nodded her head in his direction.

Twilight sprang up. "What are we waiting for?! Let's go!"

Rainbow led her from the aisle to where Swordpoint waited. "Careful, Twilight," she whispered, "we don't know if we can trust this guy."

"Do we really have any choice?" Twilight whispered back. Rainbow didn't reply.

"Now, then," he began, "this is what I've discovered so far. According to the texts here, there was an ancient civilization of ponies with magic that was advanced far beyond anything we've ever seen. Few traces of them remain today, but from what has been found, it is clear that they did not simply die out." Swordpoint's face did not waver at all.

Twilight stood. "Ah! I remember reading about them. They were known as the Coltillians, correct?"

Swordpoint nodded. "Yes. Their tales told of a great evil which came from the sky, corrupting and killing all in its path. According to their texts, it appeared one day in the sky and drew ever closer until it finally unleashed its evil upon the earth, causing destruction and chaos and killing everypony in sight. The descriptions they give of the evil match the celestial object we've seen." Swordpoint stood up and walked to the window. He stared outside at the night, brooding silently.

Rainbow stared up at the ceiling. "But why is it coming back? Why now?"

Swordpoint spun around to face her. "I don't know why it would return, but it's clear that we are facing a global crisis. If we don't do something, I fear that we are all doomed."

Rainbow felt sick. Everypony...will die? What...what can we do? How can we stop this?! I've never been so scared in my life! But come on, Dash, you gotta hold it together!

"Swordpoint, how did you find this information?" Twilight questioned, giving him a quizzical look. "I've spent a lot of time in this section of the library, but I've never found anything about what destroyed the Coltillians. I've always heard that they simply vanished."

"Simple browsing," was his short reply. "I would show you the book, but I'm afraid I don't recall where it was. I was on my way out when I found your friend, Miss...Dash, was it?" His face was stern.

"So...how do we stop this thing?" Rainbow asked, fidgeting in her seat.

"Well, I doubt there's anything we could do with our present magic. However...the ancient civilization was working on a way to stop the calamity, although they failed. If we could try to find their project and complete it, we could potentially stop the disaster. I've already done some research on the civilization, although I don't know exactly where we'd need to go. Perhaps you two could help me find the information I need?" His gaze never changed.

"Yes," Twilight said earnestly, "anything to help!"

"Good," he sighed. "Perhaps we should start looking, then."

"Alright. So...how long do we have?" Twilight asked anxiously. She looked at Swordpoint with wide eyes.

"Judging by the position of the object...three days."

Three days... Dash thought. We have to do this. Not just for us, but for everypony. Fluttershy, Rarity, Pinkie, AJ, Scootaloo, Spike...EVERYPONY!

Author's Note

Enter Swordpoint. He's an OC I made specifically for the story.

Not really much else to say, other than the plot thickens. With only three days to stop the crisis and a hope residing in long lost magic, things look grim. But we'll see. Also, I know this isn't as long as the prologue, and yes, I suck. But bleh. Next chapter is in the works, and it should be longer. It will lead through the three days up until the event, so there. Something to look forward to :P

Chapter 2: Three Days

Time passed by as Rainbow, Twilight, and Swordpoint searched frantically for any signs of the location of the ancient pony civilization. With their three day time limit in the back of their minds, the stress was immense. So far, one day had passed, and the three ponies had searched ceaselessly through the Canterlot archives for the information they needed. They had moved into the archaeology section of the library, now, and had covered approximately a quarter of it. Luna's moon hung high in the sky, and Rainbow had fallen asleep in one of the aisles of the archives. Twilight let her sleep, feeling guilty about keeping her up like she had. After all, Twilight was used to pulling all-nighters, but Rainbow wasn't. She noticed that Swordpoint had no trouble staying awake, however, and was curious.

"Hey, Swordpoint," Twilight called out, "you're from Cloudsdale, right?"

"Oh, no, my dear," he responded from across the aisles, "I come from a distant land known as Ponynesia. I came here to Equestria because our archives held nothing on the calamity before us."

Twilight had a great deal of questions she wanted to ask, but she decided that now was not the time. After all, they needed to find this information and fast. Twilight continued to peruse the books, one after another, finding nothing time and time again. However, she at last came upon a book titled "Acient Pony Civilizations."

"Swordpoint!" She exclaimed. "I think I've found something!" Rainbow awoke in the next aisle and lazily got to her hooves.

"Oh? Let's see it." Swordpoint and Rainbow eagerly joined Twilight to see what the unicorn had found. She opened the book and began to skim through it, at last finding exactly what they needed.

"Here we go! Look!" She cleared her throat noisily. "Much evidence has been found to point to an ancient civilization of ponies whose magic was far greater than anything today. It is unknown how these ponies came to be, or how they had such magic proficiency. Some even say that it is possible that they themselves raised the sun and moon, as they existed long before Celestia and Luna. Their great city was located several dozen miles from what is today Ponyville (see figure 13b)." Twilight smiled. "Yes! That's it!"

Rainbow smiled as well. "That's awesome!

"Well what the hay at we waiting for?!" Dash cried out. "Let's go!" Twilight trotted to the shelf where she'd found the book when Dash screamed "Twilight! Bring it with us! We're going to need that map!"

"Oh, no, I can't remove books from the archive-" Twilight tried to say, but Swordpoint cut in.

"My dear, I think the situation allows for an exception."

"Well, um...yeah, I guess you're right." Defeated, she placed the book in her saddle bag. The three ponies exited the library and referenced the map. All three of them focused intently.

"Okay, it looks like it's about forty-seven miles northwest of Ponyville," Twilight informed.

"No problem," Dash exclaimed cockily. "Hey, Swordpoint, you think you could help me carry Twi here if we fly there?"

"It would be my pleasure, Miss Dash." He gave her a slight bow and she began to blush. Man, why does he have to be so handsome...? She shook it off and walked over to Twilight. Wrapping a hoof around her friend, she instructed Swordpoint to do the same. He silently obeyed, and the pegasi lifted their wings and took off. Twilight was once again exhilarated and terrified. Flight felt so freeing, yet so scary at the same time. A loss of control could cost them all their lives, and what would become of Equestria then? She decided she should take a small nap on the way and closed her eyes.
Rainbow Dash noticed that Twilight had fallen asleep and decided to speak with Swordpoint.

"So, um..." she began, feeling awkward. "You're not from here, are you?"

"I'm not, Miss Dash," was his short reply. She began to blush again. Why does he gotta call me "miss Dash?"

"Right...so what do you do? I haven't even seen your cutie mark." She looked at him curiously. He returned the look with a smile.

"I am a royal guardian for the Ponynesian princess, her highness Miss Omnia. She instructed me to come here to search for answers to this great calamity which we face."

Rainbow's face grew beet red. He's a royal guard?! Aw, man...guess you don't really stand a chance, Dash... She found him terribly handsome, and began to feel like a nervous young filly whenever she looked at him. I gotta get ahold of myself...there's more important things at stake here than some silly crush! Wait, did I really say that?! It's not a crush! I don't like him!

"Miss Dash?" Rainbow turned to see him staring intently at her. "You seem troubled." She became captivated by his dark blue eyes. She felt as though she was lost and that she would never be able to recover.

"I-I...uh..." Swordpoint realized what was happening and quickly turned forward, blushing slightly.

"I'm sorry, Miss Dash. I did not mean to make you uncomfortable."

"No, it's okay...But can you please call me Rainbow? Or just Dash? You don't have to call me 'Miss Dash,' y'know."

"My apologies, Dash. It is simply a custom of one such as myself."

Man...I'm going to be a lovestruck idiot in no time...But FOCUS, Dash! If we survive this...then we can talk about dating. No time for that now.

They continued the rest of the way in silence, as Luna's moon hung high above them. Dash looked to the sky and saw the celestial object, closer still tonight. It looked ever worse than before, and she swore she could feel the evil coming from it. She couldn't take her eyes off of it, and she began to feel weak. The last thought she had before she lost consciousness was "Please...if there's anything I can do, even if it means giving my life, let me do it..."

Dash's wings ceased their flapping and Swordpoint suddenly felt too heavy. He realized Dash had fainted and acted quickly. He grabbed Twilight and threw her onto his back before diving after Rainbow. She fell down and down, coming closer to the ground and her certain end. Swordpoint knew that if he couldn't reach her before she hit the ground, she certainly would not survive. He pushed himself as hard he could, reaching his hoof out for her. The ground was approaching fast, and he feared that he wouldn't reach her in time. He dove down and down, tears forming in his eyes from the wind breaking against his face. Just when he thought he wouldn't make it, he pushed a little harder and managed to grab her hoof. He pulled up with as much strength as he could muster and managed to safely land on the ground without injuring either of his passengers. He collapsed onto the ground, panting heavily.

Twilight awoke with a start. "Huh? Wh-what's going on?"

"It's nothing, Miss Sparkle," Swordpoint calmly assured. "Rainbow simply fell ill." Twilight's face filled with concern.

"Is she all right?!"

"She should be fine. She needs rest, however. Perhaps we should sleep for the night. We won't do anypony any good if we die from exhaustion."

Twilight looked at Rainbow with great concern. She trotted over to her and placed her hoof on the cyan mare's back. Rainbow didn't stir at all, but Twilight could feel her breathing. She let out a sigh of relief and laid down.

"We have to go at first light tomorrow, Swordpoint," she told him firmly. "We're only going to have one day left. Two nights from now..." she trailed off.

"I know, Miss Sparkle," Swordpoint soothed. "Please. Get some rest."

Twilight decided that sleep wouldn't be such a bad idea. Still, she couldn't shake the feeling that something was wrong. They'd found what they needed...right? So why was she so nervous? And what was going on with Swordpoint? He seemed sincere, but yet he could be so emotionless. Well...he is from a foreign land. Maybe that's just how the royal guardians there are. Twilight decided she'd best get some sleep, so she laid down next to Rainbow and closed her eyes.

However, Swordpoint stood awake for a long time afterwards. He simply stared at the sky, examining the object which bore death and doom. His face was an iron mask, betraying nothing of what he might have felt. He simply stared for a long time before finally lying down and allowing himself to drift off to sleep.

--
Rainbow awoke some time later with only a vague memory of what had happened. The last thing she remembered was flying and seeing the stellar object. Oh, man...did I pass out?! What happened?! She looked around and saw Twilight lying next to her, fast asleep. Some distance away, Swordpoint was standing and watching the sky. He noticed that she had awakened and turned to her.

"Dash," he called to her softly, "are you feeling alright?" He wore a look of concern.

"Y-yeah..." she stammered. "Did...did you save me?"

"It's nothing. Don't think anything of it."

Rainbow bit her lip. "I'm sorry! I don't know what's come over me lately! I just...I've been so scared lately, and I know that I have to be strong, but this thing is just so much, and I just don't-"

"Please. Calm yourself, Dash." Swordpoint's soothing voice helped her to feel more at ease. She slowly trotted to where he stood.

"Swordpoint, I..." Dash tried to begin, although she discovered she could say nothing. She was too embarassed by her own failure, combined with her crush on him. NO! I DON'T HAVE A CRUSH ON HIM! LET IT GO!

Swordpoint looked at Dash and gave her a small smile. "Perhaps you should get some rest. "

Dash looked up at the sky. She could see the object clearly now, and though she felt queasy, she fought to hold herself together. She wanted to look at it, to see the evil that she was facing. If she couldn't be strong, then how could she ever help anyone? She was supposed to be the strongest willed pony in all of Equestria, and here she was fainting at the sight of danger. I'm disgusting... This is how I handle the greatest threat Equestria has ever faced? So much for being the element of loyalty. I can't help anyone like this.

"Yeah," she replied meekly, "I should." Rainbow gave Swordpoint one last glance and trotted back to where Twilight was lying. She settled down next to her friend and closed her eyes, but it was a long time before sleep came to her again.

Meanwhile, Swordpoint continued to stare at the object which threatened the land. A small smile came to his lips, and he raised his hoof to his forehead before lying down and drifting off to sleep, a smile still adorning his face.

--The next day--
Twilight awoke to the bright sun on her face. She looked over to see Rainbow Dash and Swordpoint conversing in the distance. She rubbed her eyes and quickly arose to join them.

"Hey, you two," she said sleepily. "We have work to do."

Rainbow and Swordpoint turned to look at the unicorn. Dash gave her a weary smile.

"Morning, Twilight," Rainbow greeted her friend. "Sorry about last night."

"Are you okay, Rainbow?" Twilight was worried for her friend. She didn't want to see anything happen to her. After all, Rainbow was the only one who believed in her. She was the one pony helping to keep her strong against the evil they were facing. She knew Rainbow was scared, too, but she didn't want to believe it. Dash had always been so fearless, even in the face of the worst evils. If even Dash was paralyzed by fear, what hope was there for Twilight?

"Never better, Twi!" Rainbow answered her friend. She tried to sound as enthusiastic as she could, but she knew she wouldn't be able to pull it off like she wanted to. She had gotten such little sleep. Twilight gave her a concerned look, but shook it off. She looked at Swordpoint, who simply stared back without much emotion. It made her a little uneasy. I don't like this...I know he believes this just as much as we do...but something's not right. I can't put my hoof on it, but I just don't feel right..."

"Hey, Rainbow, I need to talk to you for a minute," Twilight said. "We'll be right back, Swordpoint."

"Of course, ladies, take your time." Swordpoint looked away, facing the direction of their destination. His emotionless face seemed haunting to Twilight.

Rainbow followed Twilight out of earshot of Swordpoint. She was confused, and she made it known as soon as they were far enough away.

"What's going on, Twi? You feeling okay?" She looked confused, and Twilight almost lost her nerve when she saw Rainbow's face.

"Look..." Twilight tried to begin. She had trouble finding the words to say. "I think something's wrong with Swordpoint." Rainbow's face became twisted with confusion.

"What do you-" Rainbow tried to say, but Twilight was a step ahead of her.

"He's...off, somehow. The lack of emotion, the cold, calculating demeanor, and his sudden appearance...I don't know, I just feel like..." She trailed off, a frustrated look on her face. "It reminds me of something I've seen before, although I can't place my hoof on what it was. I know it's not a good thing, though. I'm worried that he's not who he says he is."

Dash was taken aback. She didn't want to believe that this royal pegasus she was falling for could be evil.

"Look, Twi, I think you should just forget about it. He saved our lives last night."

"I know, but don't you think that he might be using us for something?" Twilight's eyes pleaded with Dash.

"Look, Twi, I think you're just on edge. You need to try to relax." Twilight could see that there would be no convincing her pegasus friend, so she decided to drop it.

"Alright. Let's go rejoin Swordpoint and head out." The mares trotted back to Swordpoint together. Twilight still couldn't shake her distrust of Swordpoint, although she supposed Rainbow could be right.

"You ready, Swordpoint?" Rainbow asked. She blushed slightly when she looked at the colt. Twilight noticed this, but chose to stay quiet. She suddenly understood Rainbow's reluctance to listen.

"Yes. Let's get a move on. We need to get to the ruins as soon as possible." Swordpoint's face was as hardened as ever.

The two pegasi each wrapped a hoof around Twilight and took to the skies once more. They flew on in silence, leaving Twilight to contemplate where she had seen Swordpoint's behavior before.

--
After several hours, the trio reached the site indicated on the map.

"Here we are," Swordpoint announced. "Do you see anything?"

Rainbow and Twilight looked around. "I don't see any signs of the civilization..." Twilight remarked, slightly defeated. This is where it should've been...so why can't I see any sign of it? This doesn't bode well...

"Wait!" Rainbow exclaimed. "I see something!"

The pegasus pointed to what appeared to be ruined buildings. Twilight gasped.

"That's it! That has to be!" the lavendar unicorn remarked. The two pegasi flew towards the ruins and set down gently nearby. Twilight walked towards them and marvelled at their intricacy.

"Wow...these were built thousands of years ago..." she mused. She'd never seen anything like them, even in all of her books.

"I believe we've found exactly what we've been searching for," Swordpoint proclaimed. His hardened face again betrayed no emotion.

"Well..." Twilight began cautiously. "We should find this magic the book mentioned."

The trio began to search through the ruins. They decided to split up to try to find any traces of the device faster.

--
Rainbow wandered through the remains of the civilization, wondering how the ancient ponies tried to face the evil upon them. She also found that she could not turn her thoughts from Swordpoint. I seriously hate myself so much right now. All I can think about is how attractive he is, and he we are trying to prevent the greatest catastrophe ever to threaten the world. I just feel so terrible and sick about it... Despite her self-criticism, she continued to search.

Twilight wandered the ruins worrying about Rainbow. Rainbow's falling for this colt...but I know there's something wrong with him. He does believe in the threat, but I still can't shake the feeling that his behavior is familiar... I just pray to Celestia that this won't end badly for us...

Swordpoint moved with an air of determination. He knew exactly what he was looking for, and he wasted no time finding it. Excellent. Perhaps I should wait a tad before notifying my... companions of its location. Wouldn't want them to become suspicious. He sat down next to the large obelisk and stared into the sky. He could clearly see the object even in the daytime. "Soon, my masters...soon..."

--
Several hours had passed, and Twilight and Rainbow were still searching when they heard Swordpoint call to them. "Ladies! Come quickly! I have found our goal!"

Hearts racing, the two mares quickly raced to where Swordpoint waited. Behind him stood a large obelisk adorned with magical runes and symbols.

"This, my friends, is the device which the ancient ponies created. If we can power it up, it should neutralize the threat which we face." Swordpoint's face was filled with determination. Twilight looked into his eyes and began to shiver. She didn't know why.

"So...all we gotta do is send magical power to this thing and it should take care of this...thing?" Rainbow asked, optimism blooming in her voice.

"Precisely," came Swordpoint's cold reply.

"Alright, then," came Rainbow's response. Her face was hardened. She was ready to do whatever was necessary.

Twilight looked uncertainly, but decided that she had no other choice. Swordpoint and Rainbow both looked at her with eager eyes.

"Are you up for this, Twi?" Rainbow asked. Twilight looked at her friend with uncertain eyes,

"I...I guess so," was all she could muster in reply. The lavendar mare stepped towards the obelisk. Okay, Twilight...this should be it...please, Celestia, let this put an end to this horror...

Her horn began to glow bright purple. Twilight concentrated her energy the best that she could and focused it onto the obelisk. The large structure began to glow purple, and numerous markings in an ancient language began to illuminate. Twilight and Rainbow Dash stood back and watched as the obelisk began to gain power. Swordpoint merely grinned in anticipation.

"What's happening...?" Rainbow asked fearfully. She couldn't even begin to understand unicorn magic and was naturally confused.

"Well...it looks like I've given it power. Let's just pray that it will stop the object like the texts claimed it would."

After several minutes, the purple glow began to grow stronger. The obelisk finally emitted a grand pulse of magical energy directly towards the stellar object. The three ponies shielded their eyes against its brightness.

"Hehehehe... Delightful..." Swordpoint mused. His face held a malicious smile.

"Wh...what?" Dash asked, unsure and afraid by his sudden change.

"Hehehahaha! You've both done wonderfully! Who would've imagined that it would be this easy to bring about the return of my masters?!" came Swordpoint's cold reply. His face was twisted into a murderous grin.

"What?!" Twilight yelled. She had been right all along, but it was too late.

The magic expelled from the obelisk reached stellar object and began to interact with it. The object drew closer to Equestria at an alarming rate. Rainbow and Twilight watched in horror as the gigantic evil mass came ever closer, until at last it lingered in the skies just above them.

"NOW, MY MASTERS!" Swordpoint exclaimed, "YOU ARE FREE TO ROAM ONCE MORE! CONSUME THIS LAND AND LEAVE NOTHING!"

"What's going on?! Who are you?!" Twilight demanded. She was terrified.

"Why, that's simple. I am King Metamorphosis!" Swordpoint began to transform into a dark green and black figure with beaten wings and a twisted horn. Twilight at least realized who he was, although it was far too late.

"You...you're a changeling!!" she screamed.

"Indeed I am, miss Sparkle!" Metamorphosis laughed. "Hahaha, how amusing it was to watch your dear Rainbow here fall for me. It gave me extra power, which I always enjoy!"

"You..." Rainbow stuttered. "WHERE IS SWORDPOINT?! THE REAL SWORDPOINT?!"

"Haha! You've never even met him! What do you care?" the dark king questioned, laughing all the while. Rainbow's eyes filled with fire.

"I want to know! NOW!"

"Oh, how cute. Well if you MUST know, the lovely Swordpoint is currently imprisoned in the Canterlot dungeon. He's been framed for murder. His execution is tomorrow, although I believe that his execution will fall in line with EVERYPONY'S!"

"I don't get it!" Twilight screamed. "Your kind doesn't kill! You feed off of love! So why allow this evil power in to destroy us all?!?!"

"Well, my dear Sparkle," Metamorphosis chuckled, "where do you think my kind came from? We weren't born here in Equestria. We came from the stars millenia ago. I'm simply ushering in a new generation of future changelings. Whenever a new generation of changelings enters the world, they destroy it and rebuild it to their liking in order to eliminate all traces of those who know the truth. Not that it matters; you will die soon enough. I suggest you say your goodbyes to your friends before they are killed as well. Hahahahahaha!"

"Rainbow! We have to get out of here!" Twilight screamed. She was terrified.

"NO! We have to stop this guy!" Rainbow yelled. Her eyes burned with determination.

"RAINBOW! WE CAN'T STOP HIM NOW! WE HAVE TO GO!" Twilight was pleading now. She didn't want to see her friend die.

"NEVER! I'LL KILL YOU, METAMORPHOSIS!" Rainbow charged at the king of the changelings, but he simply knocked her aside with a single hoof.

"Ignorant pegasus. Do you really think a pathetic whelp such as you can stop me? Your world is doomed. Now take the kindness I am allowing you and say goodbye to your friends, unless you prefer that I kill you here. BEGONE!" Rainbow tried to regain her footing, but Twilight used her magic to place the pegasus on her back before running away. Rainbow looked up weakly.

"I'll...kill you...you bastard..." she panted before she lost consciousness.

Author's Note

I hope you find this chapter a little bit better than the previous two. I promise I'm going to rewrite them, because I know they suck.

Chapter 3: Plans

Twilight ran at full gallop. Her whole body shook under Rainbow’s weight. If it wasn’t for the adrenaline coursing through her, she would certainly have collapsed long before now. She looked up at the dark and twisted orb in the skies and watched in horror as demonic black figures began to descend from it. They had large claws and sharp teeth, and they were walking on two legs. Twilight wasted no time pondering this, though. She simply continued to run.

She ran through seemingly endless plains for what felt like hours. At last, she came upon a dark cave and quickly went inside. The cave’s walls were a dark purple, and they were dotted with gems. Using her magic to illuminate the way, she delved deeper until she could no longer see the mouth of the cave. Carefully, she laid Rainbow on the ground. She examined her for any injuries and could find nothing more than a few scrapes. She quickly treated these with her magic and began calling to Rainbow and shaking her with her hoof.

“Rainbow…can you hear me?” she called. She was still shaking from what she’d seen, and could only manage a stuttering and shaky voice. “Rainbow Dash…please wake up…” Rainbow showed no signs of stirring. Scared and alone, Twilight simply lie down and cried. This is my fault… I did this! Equestria is doomed because of me! She lie in silence for some time before wiping her eyes and standing to her hooves. "I... I have to stop this. There must be something we can do... and if there is, I wil find it."

--
Rainbow Dash's sleep was not restful. In her dream, she stared into the sky. The dark star from which the future changelings descended hung just above Equestria. Her fellow elements of harmony all stood by her side. Each wore her element.

“Alright, girls,” Twilight spoke aloud, her eyes ablaze and her face severe. “This is it. We have to stop them at any cost. We may not survive this day, but what are our lives to save the millions of Equestrians? Be brave, my friends. It is our duty as the elements of harmony.”

Dash looked at her friends and found every one of them full of resolve. Not even the usually timid Fluttershy showed any signs of fear. She smiled and prepared herself for whatever was coming.

What came next happened too fast for Rainbow to comprehend. The demonic figures descended from the dark orb above them. Their claws shone bright in the moonlight. Rainbow Dash prepared herself to fight. As the first five landed, they quickly ran toward the group. The ponies charged back. One of them grabbed Rarity with its long arms and immediately dug its claws into her throat. She was thrown to the side, left to gasp for air as she slowly bled to death. Twilight began to cast lightning spells at the creatures, but they were of no use. Fluttershy ran to Rarity in an attempt to help her, but she was quickly snatched by one of the demons. The horror plunged its claws into her chest, piercing her heart and killing her instantly. Pinkie Pie produced her party cannon and began to fire cannon balls at the demons. However, the creatures were too quick. Pinkie Pie continued her assault, but it was to no avail. A nearby creature wrapped its hands around her and tore open her chest. Pinkie screamed in horror and pain, and was tossed aside. Mercifully, her neck broke when she hit the ground, ending her suffering.

Rainbow Dash screamed. Her friends were dying, and she was powerless to stop it. That doesn’t mean I’m not going to try! She charged at a demon approaching Twilight from behind and bucked it in its face. It reeled back and let out an ear piercing scream. One of its brethren turned to charge at Rainbow, but Applejack quickly knocked Rainbow out of the way. As a result, the creature tore mortal gashes into Applejack with its long, deadly claws. She fell to the ground and was unable to move before the creature descended upon her and impaled her with its claws.

Only Twilight and Rainbow remained, and Rainbow struggled to stand up. She watched in horror as the creatures began to surround Twilight and herself. They closed in quickly. Twilight looked around hopelessly, before turning to Rainbow, her eyes filled with tears. Her horn began to glow with magic, and Rainbow realized she was casting a teleportation spell. That’s it! It’s our only hope! But Rainbow did not realize Twilight’s intention until the aura began to surround Rainbow alone.

“No, Twilight! You have to come with me! I can’t do this alone! TWILIIIIIIIIGHT!” Rainbow jumped towards Twilight but was too late. She was teleported away as the creatures tore Twilight to shreds.

Why...?! was all Rainbow could think as the blackness overtook her.

--
Rainbow's eyes shot open. She looked around to find Twilight lying on the ground a short distance away, her horn glowing. “Twi-Twilight?!” Rainbow blurted, her eyes wide.

“Rainbow!” Twilight exclaimed. She ran to her friend and wrapped her forehooves around her. “Oh, Rainbow, I’ve been so worried!” Tears began to fall from Twilight’s eyes.

“Twilight… the others… are they…?” Rainbow asked. She was grinding her teeth and fidgeting.

“I don’t know… but we have to get back to Ponyville. Our only chance is to regroup with our friends and try to use the elements of harmony.”

Rainbow’s face twisted into a grimace. It was just a dream, I guess… but the last time I had a dream like that, we ended up in this mess… maybe my nightmares are trying to tell me something… “Twilight…” she said, her voice no more than a shaky whisper, “I don’t think that the elements are going to help us.”

“What other choice do we have, Dash?” Twilight asked, her hooves on Dash’s shoulders. Dash looked away.
“…I don’t know, Twilight. But we can’t do this alone. Not us, and not just the elements.” Tears came to Rainbow’s eyes as well, but she fought them. “I want to look for the real Swordpoint.”

“The real Swordpoint?” Twilight repeated. “But we don’t even know anything about him!”

“So?!” Rainbow burst out. “He’s in prison for nothing! We need to help him! Maybe he can help us!” She looked past Twilight and began to think of Swordpoint. Even though she only met his changeling impersonator, he was still handsome. And if I’m lucky, he’s really a royal guardian from Ponynesia. And if he is… then there’s gotta be some way he can help us. There has to be!

“Rainbow!” Twilight called, snapping her back into the present. “First we need to contact the Princess. But before that, I want to make sure our friends are okay. We need to head back to Ponyville.”

“That’ll take too long!” Rainbow yelled, a frown adorning her face.

“Not necessarily,” Twilight called back. “I’ve been practicing my teleportation spells. I’m sure I could get us both there.”

Rainbow looked at her uncertainly. “Then why didn’t you teleport us to Canterlot, earlier? That wasn’t easy carrying you, y’know!”

“Rainbow, I can only teleport things within five miles,” Twilight replied matter-of-factly.

“There’s no way we’re that close to Ponyville! Not unless you ran most of the night with me!” Rainbow’s eyes widened. “You…you did, didn’t you?”

“I don’t know,” Twilight answered, looking away. “It felt like I ran forever. I just kept thinking of what he would do to you. I was really scared…” Twilight began to tear up again.

Rainbow tried to speak but no words would come. She walked over to her friend and hugged her tight. “Twilight… we can fight through this. I don’t know how, but we won’t let this be the end. I told you I’d stick by your side and I meant it.” Twilight looked into Rainbow’s eyes and managed a tired smile.

“We should head to Ponyville,” was all she said. Rainbow smiled back at her friend and let go of her. Twilight focused her magic and cast the teleportation spell. A purple aura enveloped the two ponies and they were plunged into Darkness.

--
The brown Pegasus stared up at the bars of his cell. He was tired, but he couldn’t sleep. Mistress Omnia… I have failed you. I have failed all of ponykind. His tired eyes wandered the cell aimlessly. Three days he had been imprisoned in this hole. If only he had come sooner, he might have avoided this mess. Looking through his small window, his dark blue eyes trained on the ominous star which had drawn much closer than before. It now sat directly above Equestria, exuding its dark and sinister glow. He could no longer see Luna’s moon.

“This… No…” he spoke aloud. He knew that it was too late. That accursed changeling… He’s accomplished his goal. He heard light hoofsteps and was aware of a pony standing outside his cell. He turned around and saw Princess Celestia watching him with a calculating gaze.

“Swordpoint of Ponynesia,” she spoke in her regal tone.

“Yes, your highness,” he replied, bowing graciously.

“I am ordering your release. I believe there is much we must discuss.” The princess’ eyes stayed trained on Swordpoint.

“I am glad you are willing to speak,” he replied, head still bowed.

“Please, rise,” Celestia asked as she unlocked his cell. She opened the door and beckoned him toward her.

“As you wish, your highness.” Swordpoint rose up and followed Celestia out of the cell. She led him through the prison’s dark corridors and into her royal hall. Her guards bowed as she passed, some of them giving Swordpoint contemptuous looks. He ignored them and continued to follow the princess. She led him into her private chambers and closed the door.

“Now, then,” she began, looking into his eyes, “I need you to tell me all that you know about this… evil above us.”

“Yes, your highness,” he responded, bowing again.

“The great object which now hangs above your land is a source of great evil. I have reason to believe that the changelings are involved, but I fear that whatever the dark star holds is far worse than mere changelings.” Swordpoint looked through the window at the orb. “The one who committed the heinous murder was the changeling king, King Metamorphosis. He impersonated and framed me because he knew that I was searching for a way to stop the calamity. It seems that he has succeeded in his efforts to bring the dark star to Equestria, as well.”

Princess Celestia stared at the floor and kicked her hoof. Swordpoint observed this, but made no mention of it. He continued speaking.

“The ancient civilization of ponies, which my kind now know as the ancient Coltillians, were destroyed by the evil which came from this dark star… at least, that is what we can now safely assume. Their lore which we have discovered all speaks of a calamity from the skies which brought death and destruction. However, what disturbs me the most is that there were also notes of a sect of Coltillians who, upon the discovery of the object, worshipped it as a god.” At this, Swordpoint shivered. “They began to erect dark monuments and statues in its likeness, and eventually started a civil war against those who did not share their beliefs. Although they were many, they were still defeated and exiled. After leaving the civilization, they took refuge in what are now your lands. Here, they devoted themselves to worshipping the cataclysm.” Swordpoint bowed again. “I’m afraid that this is all I know, princess.”

The princess looked into his eyes for a moment longer before looking away. “Your lore speaks nothing of how to stop it?” she asked him, her face hardened.

“I am afraid not, your highness.”

Celestia sighed. She immediately turned away and walked to her parchment.

“Your highness... what shall we do?” Swordpoint asked. “I am yours to command until this crisis is passed.”

“I thank you, sir Swordpoint, and I apologize for your imprisonment.”

“Not at all, your highness. Given the circumstances and the lack of evidence in my favor, it was understandable.” Swordpoint’s face never wavered.

“I must contact my apprentice. She must know something. After all, she tried to warn me about this catastrophe, but I would not listen.” Celestia again turned her gaze to the floor. “Only through her and her friends can we have any hope of stopping this calamity.”

“What would you have me do, your highness?” Swordpoint asked, bowing low.

“For now,” Celestia began, “I would have you join my apprentice and her fellow elements of harmony. I can send you to Ponyville with my magic. You will find her at her library. I implore you to take this letter to her once I finish.” The princess hurriedly began to write her letter.

“Yes, your highness. What is the name of your apprentice?”

“She is a unicorn named Twilight Sparkle. Show her this letter to prove your authenticity.” Celestia finished her letter and rolled it up before handing it to Swordpoint. “Oh, I have one more question for you."

"Yes, Princess?" Swordpoint replied, his gaze unchanged.

"My s... Your Princess, Omnia... What color is her coat?"

Swordpoint's expression filled with confusion. "It... is grey. Why do you ask?"

Celestia sighed. "It is nothing... Now, then. Prepare yourself for the journey. Teleportation can be surprising for those who have never experienced it.” Swordpoint simply bowed again. Celestia raised her head and her horn began to glow. Swordpoint prepared himself and gripped the letter tightly in his hoof. He was enveloped by a white aura of magic, and everything went dark.

--
Twilight and Rainbow twisted and turned through the darkness before breaking through into the light. When they opened their eyes, they quickly glanced around and found themselves in the middle of Ponyville. The two mares looked around themselves but there was nopony in sight.

“Alright… looks like we made it,” Twilight said aloud. She looked in the direction of the library and pointed to it with her hoof. “There it is, Dash. We need to contact Celestia before we do anything else.”

Rainbow nodded in agreement and followed behind her friend. However, she was troubled by thoughts of Swordpoint. The real Swordpoint. He was rotting in a dungeon in Canterlot awaiting his execution for a crime he didn’t commit. Even though Rainbow had never met the true Swordpoint, she still didn’t want an innocent pony to be punished for something he didn’t do. She decided to include him in Twilight’s letter to Celestia. She’ll have to listen to us, especially after she dismissed Twilight’s findings and was proven wrong.

The ponies made their way to the library and Twilight unlocked the door. Spike was asleep in his basket, as usual. Twilight walked to him and seemed to hesitate for a moment before calling his name.

“Spike!”

Spike awoke with a start. “Whoa! Twilight! Where’ve you been?! Nopony’s heard from you in days! We’ve all been worried sick! Hey, girls, wake up!” Spike ran upstairs and began shouting. Shortly after, he came back downstairs with Pinkie Pie, Fluttershy, Rarity, and Applejack behind him.
“Twilight! Rainbow!” the ponies shouted together. All of them looked relieved.

"Girls!" Twilight exclaimed. "It's good to see you're all right. But what are you all doing here?"

“Oh, thank goodness you’re all right!” Rarity said to them. “We’ve been terribly worried about you both! We all met here because we were going to look for you tomorrow! Where have you been? Oh, but never mind that… we have something we need to say.” Rarity looked at the ground and kicked her hoof.

“We’re sorry, sugarcube,” Applejack spoke up. She stepped forward and hugged Twilight. “We shoulda listened when ya told us about that thingy in the sky. Looks like you were right on.” Twilight gave her friend a wan smile.

“It’s alright, AJ. What’s important now is finding a way to stop the events that have been set in motion.” Twilight walked over to Spike. “Spike, I need you to take a letter.”

“A letter?” Spike repeated. “Why now?”

Twilight rolled her eyes. “Have you looked up outside lately?”

“Oh, uh…right…” Spike answered, his cheeks turning beet red. “Go ahead, Twi! I’m ready!” He gathered the parchment and quill.

“Alright.” Twilight cleared her throat. “Dear Princess Celestia, I—“

Before she could continue, there was a knock at the door. The ponies all turned to look.

“Who could that be?” Pinkie asked aloud. “Should we answer it?” Her blue eyes were sparkling.

“I guess I’ll get it, girls,” Dash announced. She trotted to the door and opened it to find herself face to face with a familiar pegasus. He was not wearing the same red suit, and Rainbow saw that his cutie mark was a rapier. Rainbow’s eyes narrowed.

“Good evening, ma’am,” he spoke urgently, “I am here to meet with a miss Sparkle. My name is –“ Before he could finish, Rainbow hit him in the face with her hoof. He was knocked to the ground.

“YOU! You have some guts coming here and trying that charade again!” she screamed. Her teeth were clenched and she was poised and ready to strike.

Swordpoint coughed and spat out a mouthful of blood. “Ma’am, please, I don’t understand!” he pleaded. Rainbow pounced and struck him again. Twilight hurried to her and pulled her away.

“Rainbow, stop!” Twilight begged. “I have a way to see if he’s the real Swordpoint! I can use a spell!” The hatred in Rainbow’s gaze slowly melted away, but did not dissipate entirely. She walked inside.

“If you came back to trick us again,” she warned, “you won’t leave here alive. I’ll see to it.”

Twilight helped the beaten Swordpoint to his hooves. “Thank you, miss… I’m sorry, I do not believe we’ve been properly introduced.”

“I’m Twilight Sparkle. And we should probably explain ourselves.” Twilight gave the colt an apologetic look and led him inside.

After Swordpoint had introduced himself to the mares, Twilight stood up. “I’m just going to check for any traces of changeling magic. If you really are Swordpoint, you have nothing to worry about.” Her horn began to glow purple, and a thin line shot out towards Swordpoint. He was engulfed in a purple aura for a few moments before Twilight broke the spell. She sighed in relief. “None at all. He’s the real Swordpoint.”

Rainbow Dash let her breath out. She was glad to finally meet the true Swordpoint, although she was suddenly filled with regret. “Hey, Swordpoint...” she stuttered, “I, uh…I’m sorry, okay? I shouldn’t have hit you like that.”

“It is perfectly understandable, Miss Dash,” was his reply. “That vile changeling has accrued me more than a simple hoof to my face.” Dash again found herself lost in his deep blue eyes. “Now, then, given the situation, we must find some way to stop this horror which is upon us. I do not know of any way which we can do so, but I believe the answer lies in the ancient pony civilization.”

“No way!” Dash exclaimed. “The last time we tried that, it brought the Celestia-damned thing closer!”

“I understand. But Metamorphosis used you. I believe that the object you used may have been built by the Coltillians who worshipped the dark star. Perhaps the other Coltillians built a device to stop it?”

“Well…Ah don’t know much about all this magic and ancient ponies and stuff, but if there’s a chance to save this land, Ah’m willin’ tuh take it,” Applejack announced. Her face was hardened.

“I know I’m not very educated in such things, but I’m willing to help as well,” Rarity chimed in.

“Of course you know I’m coming!” Pinkie Pie squealed happily.

“Oh, um…I can’t let you go without me…if that’s okay,” Fluttershy whispered.

“I’m in this til’ the end,” Dash said, smiling at Twilight. “For better or for worse.”

“Well, I guess it is our best bet,” Twilight said apprehensively, “but we should all get some rest. We won’t be able to do anypony any good if we’re exhausted. We can leave tomorrow. I wish you could all stay here, but I just don’t have enough room for everypony.”

“That’s quite alright, Darling,” Rarity told Twilight. They all began to stand up and head towards the door.

A wan smile came to Twilight’s face. As long as she had her friends, she would be able to face the dangers ahead.

--
As Rainbow exited, she saw Swordpoint walking off. She decided to catch up to him.

“Hey, uh Swordpoint,” she called.

“Oh, yes, Miss, Dash?” he answered. His face was as stern as ever.

“Well, uh... I was just gonna say that if you don’t have any place to stay tonight that you could stay at my house.” Rainbow looked away as soon as she said this.

“I appreciate your kindness, Miss Dash, but I will be quite alright sleeping outside.”

Do something, you freakin’ idiot! He’s gonna leave if you don’t insist! “No, you don’t have to do that! You won’t be imposing or anything! I promise! C’mon, come stay the night with me! I insist!”

“Well… if you insist, then I suppose it would be rude to refuse your kindness.” Rainbow’s heart began to flutter in her chest.

“Okay… follow me, Swordpoint!” Rainbow took off into the sky towards her home. Her heart was beating quickly, and she kept sneaking glances at Swordpoint. When they reached her home, she let the colt inside and gently closed the door.

“You have a fine home, Miss Dash,” Swordpoint remarked. “Where I come from, the pegasi live with the unicorns and earth ponies. We take the occasional cloud nap, but we have no floating cities. Simply remarkable.”

“Yeah, thanks…” Dash answered shakily. “So, uh, Swordpoint… I… Uh… Oh, forget it!”

Swordpoint simply looked at her. He wore a confused expression. “Are you alright, Miss Dash?” He asked, stepping closer.

“Uh, y-yeah! I’m fine, hehe!” Rainbow tried to laugh, but her whole body shook.

“Miss Dash? You seem terribly unsteady on your feet. Perhaps you are still tired from what has transpired tonight?”

Rainbow couldn’t look him in the eyes. Come on, guy, why don’t you say something?! I’m no good at this stuff!

--
Swordpoint looked at Rainbow. She kept shifting her gaze, never actually looking him in the eyes. Her face was blushing. My… she must have been through quite an ordeal. Perhaps I should let her sleep. “Miss Dash…"

“Y-yeah?” Rainbow asked, at last making eye contact, although she continued to fidget.

“Perhaps we should get some rest. Tomorrow will be an arduous day.”

Rainbow’s eyes grew dim. “Oh, uh, yeah… I guess we should.” She tried to manage a smile, but couldn’t. “You, um… you can use the guest room. It’s right there.” Rainbow pointed her hoof in the direction of the room.

“I thank you, Miss Dash,” Swordpoint said, bowing graciously.

“Yeah, no problem,” she replied, looking away. “I guess I’ll see you tomorrow.” Rainbow trotted upstairs.

Swordpoint walked to the guest bedroom and climbed onto the bed. This land is so strange to me… I would so greatly like to return home. I also don’t enjoy working with commoners... or their tyrannical princess. But I have little choice. Surely Mistress Omnia would will this of me. If Equestria falls today, Ponynesia falls tomorrow. He slowly drifted off to sleep.

--
Rainbow lie awake in her bed. You had him there. Why didn’t you talk to him?! How are you gonna get to know him if you don’t talk! She lie awake for hours, unable to sleep. She decided to go flying for a bit to clear her head. She carefully climbed out of her bed and trotted downstairs. As she passed by the downstairs hall, she snuck a glance in the direction of her guest room. She quickly looked away, however, and quietly opened her front door. As she stepped into the night air, she breathed deeply. She spread her wings and soared into the night.

Rainbow Dash flew past Ponyville, soaring over the vast plains surrounding the village. All this is at risk, now… Can’t let everypony down! Suddenly, she heard a loud buzzing noise. She looked up to see two of the demonic creatures from her dreams. Large, green wings protruded from their backs, and their dark, shadowy faces twisted into snarling grins. Oh, no! What am I gonna do?! Think, Dash, think! She pushed herself and sped up, the demons still trailing close behind.

Gotta push harder! If I can pull off a sonic rainboom, I should be able to get away no problem! Rainbow continued to accelerate, flying faster and faster. To her horror, she looked back to find that the creatures were actually gaining ground on her. Oh, Celestia, help me! Thinking quickly, Rainbow dove suddenly, gaining speed as she hurtled toward the ground. The creatures followed closely behind her, quickly closing the gap between them. As she plunged further down, the wind on her face brought tears to her eyes.

Rainbow came within a foot of the ground before pulling up. Her pursuers were caught off guard, and they slammed into the ground with terrible force. As Rainbow flew away, she glanced back and saw that they had made a large hole in the ground. The creatures lie motionless in the crater. Wasting no time, Rainbow quickly returned to her home. She silently made her way back to bed, where she lie awake the rest of the night.

Author's Note

I've had extensive proofreading on this chapter, so it should hopefully be even better than the previous ones. Chapter 4 is in the works now, and I'm sorry this one took so long!

Chapter 5: History

The sky had grown overcast. The wind blew lightly across the plains, and Twilight welcomed the peaceful sight of nature. Near endless plains stretched out before her. I knew this wasn’t going to be easy, but… I wasn’t ready for this. I don’t think anyone was. But then again, how can anyone be ready for death? Twilight turned and walked back to where Rainbow lied. Twilight gave Rainbow a look of concern. Rainbow Dash had passed out from her injuries, and she now lied next to the body of Lightning Dust. Twilight had healed Rainbow’s injuries, and she was in no danger. She’s so lucky… If that creature had dug any deeper… she would’ve… Twilight shook off the thought. Lightning’s death was already a great blow for them all, and she couldn’t bear the thought of losing Rainbow, too.

The other ponies had already begun digging a small grave for Lightning. There was a somber air about them as they silently worked to move the earth where the brave Lightning would rest. Several of them cried; others wore sober expressions. Nopony said a word. When they finished, Applejack and Vinyl lifted Lightning’s limp body and carried it to the grave. They carefully placed it inside.

Rainbow began to stir. She felt a cool breeze against her face and opened her eyes. Looking around, she saw the others gathered around a hole. She understood at once. She got to her hooves and trotted to where they stood. She didn’t want to look at the body of her friend in the grave, but she forced herself. This is why we’re fighting, Dash. Can’t lose your resolve, now. Lightning already made the ultimate sacrifice, so you can’t dare quit and let that be for nothing.

Twilight looked solemnly at Rainbow. “Would you… like to say a few words, Rainbow?”

Rainbow held her gaze on Lightning. “Yeah. I would.

“Lightning Dust. You were a strong willed pony, with the desire to be your best. You fought for what you believed in, and you died for something bigger than yourself.” Tears fell freely from Rainbow’s eyes, but her voice did not waver. “We won’t let this be for nothing, Lightning. I promise. I’m gonna miss you, buddy.”

The ponies all bowed their heads in a moment of silence out of respect. When they lifted them again, they began to fill in the grave just as silently as it was dug.

Once they had finished, Rainbow found a patch of flowers and picked several blue and yellow ones. She brought these to the grave site, where she laid them down. Soarin and Spitfire joined her by the grave.

“She was really brave today,” Spitfire said quietly.

“Yeah,” Rainbow agreed solemnly. “If she hadn’t done what she did… I’d be the one in that grave instead.”

Soarin took out a small lightning bolt badge and placed it on the grave. “She’ll be remembered as an honorary Wonderbolt. She had more guts than most of Celestia’s royal guards.”

Rainbow Dash smiled at them. “I think she’d be happy to know that.” Together, the three ponies rejoined the rest of the group.

“Everypony,” she began, her voice filled with strength, “I know this has been really hard. And I understand if anypony wants to turn back now. We only just started and we’ve already lost someone. So… if anyone wants to go home, I won’t say anything. Just go.”

Vinyl stepped forward. “What are you, like, joking or something? Why the buck would we go home?”

Pinkie Pie trotted next to Vinyl. “Dashie, we’re in this ‘til the end. We’re your friends, and we’re not going to abandon you because things are getting tough. In fact, that’s when you need us the most.”

Soarin looked at Spitfire. “Heh. There’s no way I’m bowin’ out. I’m going to get even with these guys for killing an honorary Wonderbolt.”

“Yeah, and I’ve got this little number to pay them back for,” Spitfire said, pointing to her scarred face.

Rainbow looked at her friends. Each of them wore a resolved look, even the timid Fluttershy. “So you’re all committed to this?”

Fluttershy stepped forward. “Of course we are, Rainbow. Lightning Dust already gave up everything for this. We can’t just let her die for nothing.”

Applejack looked at Rainbow. “We should get goin’, doncha think? This wing spell ain’t gonna last forever, and who knows what’s going on back in Ponyville? We gotta get rid of this thing as soon as possible.”

Rainbow nodded at her friend. “Alright, everypony. The clock is ticking. Let’s go!” She pushed into the sky and her friends followed behind her.

--
King Metamorphosis bowed down low. “Your highnesses.” He addressed three dark figures sitting in sickly looking black thrones. Behind them were three large glass tanks, all filled with green liquid.

“Rise, Metamorphosis,” the middle figure commanded. He pointed with his long claws.

Metamorphosis rose to his hooves. The ground beneath him was jet black with traces of dark green slowly swirling around. “I hope the reaplings have found everything to their liking.”

The reapling in the middle stood up. “We have. You have done well, and this pleases us.” His lips curled into a twisted smile that was more teeth than anything. “There is one thing which we must discuss. Several of our scouts have gone missing. Perhaps you can tell us why?”

Metamorphosis looked confused. “Missing? They have not reported back?”

The reapling on Metamorphosis’ left stood up. “Do you not understand our meaning? Gone. Missing. They have not returned. We have not heard from the two scouts we sent to the floating city last night, nor from the three we sent to check on the unicorn whose power you used.”

“But… what could have happened? Surely they couldn’t have been defeated by those ponies…” Metamorphosis grew nervous.

The shadow on the right stood. “It seems you have underestimated these ponies. An inconsequential mistake, but a mistake nonetheless.”

“You highnesses, they were mere ponies! Surely they cannot hope to defeat a single reapling, let alone two or three!” His cold heart beat faster.

“We do not look kindly upon failures, Metamorphosis. The reaplings have no time for those who fail.” The center reapling pointed his claws at Metamorphosis.

Metamorphosis’ eyes grew wide. “No! You can’t do this! I have always been loyal to you! No!!!!” He turned around and tried to run, but a shadowy gate slammed shut over the entrance.

“Accept your fate,” the three reapling rulers told him in unison. They disappeared in a cloud of shadow, and a reapling soldier entered the room through the dark black walls. The soldier walked slowly to Metamorphosis, roaring loudly before readying its claws.

I was promised power over all… was the vile king’s final thought before his life was extinguished.

--
Princess Luna trotted through the Canterlot Royal Hall. “Sister! We must speak at once!” She looked around but found no sign of her sister. “Sister?!” Luna trotted down the hall toward Celestia’s private quarters. When she approached them, she heard the sounds of magic being cast. Oh, no… I’m coming, sister! Luna burst into her sister’s quarters to find her casting spells in an attempt to hold back a reapling.

Celestia looked at Luna with her teeth gritted. She was sweating and shaking. “Luna! Help me!”

At once, Luna cast her magic at the reapling. The combined force of the sisters’ spells knocked the creature to the ground. Before it could stand up, the princesses cast their spells again, this time disintegrating the reapling.

Celestia sighed and collapsed. “My sister… we are in trouble.” She was panting heavily.

Luna offered her hoof to her sister. “I know. I have something important which we must discuss.”

Celestia took Luna’s hoof and slowly stood. “What is it? Do you know anything about these foul creatures?”

Luna looked gravely at her sister. “I believe I do. In all my time on the moon, I have seen this object above us only once. The dreams which emanated from it were horrid, twisted visions of death and destruction. In them all, I heard whispers of the name ‘reapling.’”

“Reapling?” Celestia repeated. “I have heard the name before, but even I thought that it was mere legend. It was long before our time.”

Luna gave her sister a questioning glance. “What do you know?”

“According to the legend, the creatures known as reaplings wandered the world millennia ago. They were creatures of great evil which walked the land in a constant search for blood. It seems that the legends were true, but the legend spoke little of their origins. I suppose we’ve just discovered them.” Celestia gave her sister a troubled look. “Luna… Twilight and her friends have gone to find a way to stop them, but I fear for their safety.”

Luna glanced at the pile of ash where the reapling had been. “That creature was able to hold back even your magic… This does not bode well.”

Celestia sat down on her hindquarters. “My sister… We must protect the land until Twilight returns. If she fails, then nothing will stop the reaplings. Still, we should be able to at least buy some time.”

Luna’s eyes grew wide. “Oh! I had almost forgotten! I’ve been sensing… strange visions in one of Twilight’s friends.”
“Visions?” Celestia gave her sister a questioning glance.

“Yes. The one called Rainbow Dash has been plagued by nightmares for some time, but I certainly have not caused any such thing. At first, I thought she might be sensitive to the evil coming from the dark star above us, but… I sense another source for these nightmares.” Luna looked gravely at her sister. “I believe something may be trying to call to her, perhaps to warn her of the impending danger.”

Celestia was frozen on the spot. “Do you know from where these visions come?”

Luna’s gaze fell downward. “I wish I did. But whatever is causing these visions, it may guide them and show them how to accomplish their goal.”

Celestia stood up at once and trotted to her parchment. “Yes, but only if they know to listen.” She hastily began writing a letter.

“But sister,” Luna spoke with a concerned look, “how will we ensure that your letter reaches them in time?”

Celestia smiled without turning from her letter. “It seems fate was on our side. Twilight’s assistant will be able to help us.”
“The dragon?”

“Yes. He was away when Twilight’s library was attacked. He sent me a letter explaining the situation, and I dispatched a royal guard to bring him here.”

Luna stared in disbelief. “What do you mean ‘when her library was attacked?’ What happened?!”

“Spike’s letter told me that he found a large hole in the ceiling, and that most of the furniture was broken.” Celestia tried to hide her worry from her sister, but her face betrayed her. “I must get this letter to Spike at once. He can send it to Twilight.” The Princesses trotted from the room at once.

Luna stole a glance at her sister. “This will not be the end, my sister. We will fight until the very end. We can and will protect our subjects.”

Celestia gave Luna a tired smile. “I pray you are right, dear sister.”

--
Rainbow Dash flew in front of her friends. She remained silent, looking down at the endless plains below her. They had been flying for several hours now, and they’d already passed over Manehattan and Fillydelphia. Why… Why couldn’t I have been stronger? I know I could’ve done something…

Vinyl Scratch caught up with Rainbow. “Hey, Rainbow?”

“Yeah, Vinyl?” Rainbow answered apathetically.

Vinyl pushed her sunglasses up. “What’s the deal with all this?”

Rainbow tried to feign ignorance. “With wh—“

“Oh, come on,” Vinyl scolded. “I’m not stupid, girl. You’re blaming yourself for Lightning’s death.”

Rainbow turned her gaze downward. “I can’t help it, Vinyl. I know it’s my fault. If I’d been faster, I could’ve avoided those things. If I hadn’t gotten hurt, Lightning wouldn’t have—“

“Okay, shut the buck up,” Vinyl said bluntly. “This is crap. You saved Fluttershy, you know that? You got slowed down because you had to help her. I tried to help you with the little magic I know. But I’m not really all that great at casting spells, and all I know is a spell to get ponies pumped. But the problem is that I can’t cast it that much because I get exhausted. I should’ve tried to cast in on both of you, but I was too weak. I know I could’ve stopped this, but I didn’t have the strength for it. But still, you don’t see me blaming myself.” Vinyl took a deep breath. “I miss her a lot, too. I didn’t know her like you did, Dash, but I saw enough to know that she was one brave son of a mare. You can’t keep going at yourself like this. You’re supposed to be one of the bravest ponies in Equestria, if the stories are true. I’ve heard that you stood up against Nightmare Moon, Discord, and an army of changelings. So what the buck are you here crying like a filly for?!”

Rainbow Dash gave Vinyl a sharp look, but it quickly softened when she saw tears in Vinyl’s eyes. “Vinyl, I…”

“Toughen up! Your friends look up to you! What kind of example are you setting right now?! I miss Lightning a whole hayuva lot, too, but I’m trying my best to be strong for everypony’s sake!”

Rainbow Dash looked ahead. “…you’re right. I can’t keep beating myself up over this. I’ve got to stay strong. After all, I am the best flier in all of Equestria!” She smiled at Vinyl.

Vinyl smirked. “Ha, now that’s the Dash I’ve heard all about! Keep your chin up, girl!” Vinyl gave Rainbow a wink and flew to the Doctor.

I can do this. For all of them. Rainbow smiled and glided next to Twilight. “How ya liking the wings, Twi?”

Twilight smiled at Rainbow. “I love this feeling! It’s amazing to be up here! I finally understand why you love to fly!”

Rainbow smirked. “Heh, yeah! It’s pretty cool. When I need to clear my head, I fly. Up here... all I think about is how the wind feels and how exhilarating it is. It becomes all about speed.”

Twilight could feel what Rainbow meant. The wind rushing past her, the feeling of speeding through the skies, and the pure and unbridled freedom were wonderful. “I wish I could have wings. Instead, I have to use this spell.”

--
The ponies flew throughout the day until Luna’s moon rose in the sky. They had left the plains and entered the cold tundra two hours ago. Twilight suggested that they should set down and rest for the night, and the ponies agreed. Each of them descended silently through the clouds and touched down gently. The ground was white as far they could see, and a light snow was falling. The cloud cover was thick.

Applejack looked around. “Hoo, boy… It sure is cold. Ah don’t know how we’re gonna be able to rest in this snow.”

Pinkie Pie didn’t miss a beat. “We can just clear the snow! Just like when we wrap up winter!” She smiled wide.

“Uh, darling,” Rarity chimed in, “we don’t have any of the machines which we use to clear the snow. How are we going to do that?”

Still smiling, Pinkie trotted next to Rarity. “Why, like this, silly!” She began to dig the snow away with her hooves.

A look of horror touched Rarity’s face. “Oh, no! But my hooves will get terribly dirty! I just had a hooficure last week, and I simply cannot—“

“Rarity,” the Doctor cut in, “I don’t believe that now is the time for this. If we all pitch in, we should have a decently sized area cleared for us to sleep.”

Rarity opened her mouth to protest, but no words came. Defeated, she began to clear the snow along with everypony else.

It only took about five minutes for them to clear an area suitable enough for them all to sleep. As Twilight lied down, felt her back beginning to change, and watched as the conjured wings began to disappear from the earth ponies and unicorns. Looking at herself, she saw that her own wings were gone, as well. She began to shiver from the cold.

Spitfire stepped toward Twilight. “Well… we’ve cleared the snow, but it’s just gonna fall on us in the night… and I can’t imagine sleeping in this freezing weather. Is there any kind of spell you can cast to help us?”

Twilight thought for a moment. “Well… Shining Armor did teach me a little bit about his barrier spells… But I can’t do it without help.” She looked at Rarity and Vinyl. “If you two could help me, I might be able to cast it.”

Vinyl gave Twilight an uncertain look. “I dunno, man… I’m not really all that good with magic.” She took off her glasses and smiled apologetically.

Rarity did not waver. “I’ll help any way I can, Twilight. You should do the same, Vinyl.” She smiled and trotted next to Twilight.

Vinyl still wore an apprehensive expression, but she walked to Twilight and prepared herself. I guess I should do whatever I can. I may not be as good at magic as Twilight is, but if I can help, then I will.

Twilight nodded and concentrated her magic. As her horn began to glow, Vinyl and Rarity did the same, both focusing their energy on Twilight. Twilight forced her magic to expand outward, and as she did so conjured a pink force field which surrounded the ponies. Almost immediately, the bitter cold was gone. Twilight sighed and collapsed.

Fluttershy, Applejack, and Pinkie Pie hurried to her side. They exchanged nervous glances.

Applejack placed her hoof on Twilight’s back. “Are you okay, sugarcube?!”

Twilight was panting heavily. “Y-yes, I’m fine. That magic just takes a lot out of me. I wouldn’t have been able to produce a barrier this size if they hadn’t helped me.” She smiled wanly at Vinyl and Rarity.

Vinyl placed her glasses back on her face. “Glad I could help. But maybe we should get some rest, huh?”

“That,” Swordpoint called out, “would be a good idea. We’re all exhausted from what we’ve seen and done today.” He walked to where Twilight lied. “Thank you, Miss Sparkle, and thank you, too, Miss Rarity and Miss Scratch.” He bowed to them.

Vinyl burst out laughing. “Okay, is he for real? Bro, it’s ‘Vinyl,’ not this ‘Miss Scratch.’ I’m not some fancy pony.”

Swordpoint gave her a questioning glance. “My apologies. It is merely custom to—“

“Okay, well here in Equestria, the ‘custom’ is to call ponies by name. You can drop the formalities, man.”

Rarity giggled. “Well I think it’s quite flattering. Thank you, dear.”

The Doctor raised his hoof to interject. “Perhaps we should sleep now? There will be plenty of time for lollygagging tomorrow. Come on, then, off to bed.”

The ponies each agreed and began to lie down. As they began to drift to sleep quietly, Rainbow Dash lie awake. She watched Swordpoint quietly. Hm. Even though he was a total jerk… I don’t think he really meant it. He seems to be a pretty good guy at heart, even if he can be kinda harsh. She was surprised when Swordpoint looked around and stood quietly. His face was full of sadness. He slowly walked to the edge of the barrier and looked up. Rainbow didn’t dare stir. He turned around to look at the sleeping ponies again and she quickly closed her eyes, keeping one open slightly. After a moment or so, he turned again and exited the barrier, stepping out into the harsh cold.

What is he doing? He definitely didn’t look good… I better follow him. Rainbow quickly got to her hooves, carefully walking past her sleeping friends. She plunged through the barrier and began to follow Swordpoint.

Swordpoint walked on through the frozen wastes. The light flurry had become a blizzard, and each snowflake stung his body. Perhaps there is more than a sense of duty. Perhaps there are other forces which can drive a pony to do great things. If only my circumstances had been different, perhaps, I, too may have known them. Swordpoint stopped and lied down in the snow. He simply stared at the sky.

--
Rainbow followed Swordpoint for ten minutes before he finally stopped and lied down. What is he doing? He looks so… lonely. Her eyes stung from the cold, but she still walked to where he lied. “Um, Swordpoint?”

Swordpoint stood at once. “Miss Dash! Why have you come this way? You’ll catch your death in cold!” He tried to harden his expression again.

Rainbow walked to him. “You looked like you could use some company. Are you alright?” She observed the twitching of his mouth. Whoa… maybe he’s got a lot more emotion than I thought…

Swordpoint knew that he could not hide himself. He sighed. “Miss Dash… there are a great many questions I would like to ask of you.” He turned his gaze downward.

Rainbow smiled and held out her hoof to him. “Anything! Go ahead and ask away!”

Swordpoint felt strange. He took her hoof in his and the two sat down. “I… I heard of something Miss Dust called ‘friendship.’ What is this force which could drive someone to lay down their life for another? I am bound by my sense of duty, which calls me to do the same for those I serve, but… She gave her life for you, a mere pegasus.” Swordpoint noticed Rainbow raising her eyebrow. “Please forgive me; I meant no offense.”

Rainbow was stunned. What… what kinda place is this Ponynesia, anyway? How can he possibly not know what friendship is? “Swordpoint… friendship is when you meet another pony you really like to spend time with. It’s when you care for somepony besides yourself and want to see them happy. When you want to spend time with them. Friendship is one of the most powerful bonds two ponies can share.” Her rose eyes met his dark blue ones. “Have you really never had a friend?”

Swordpoint kept his eyes on hers. “I don’t believe so. There has only ever been my duty to my Princess and to my land. From birth, I was raised as a knight. ” Swordpoint closed his eyes. “ I trained every day, and I was not allowed to venture beyond the walls of my academy. Students were forbidden from interacting with one another. I distinguished myself in service as a young stallion and rose to the rank of a royal guardian of Princess Omnia.”

Rainbow Dash felt tears come to her eyes. His whole life without friends… He really is alone… “Swordpoint… how about you and I be friends?” She smiled and took his hoof again.

Swordpoint glanced at her apprehensively. “I would likely not make a suitable friend, Miss Dash.”

Rainbow clasped his hoof tightly. “I can teach you! For starters, you don’t have to call me ‘Miss Dash.’ You can use Rainbow Dash, Rainbow, or even just Dash. Heck, Pinkie Pie calls me Dashie! And being friends means that we can share stuff about ourselves! We can talk, and hang out, and laugh together!” Rainbows eyes filled with hope. “I hate to see you so alone. Let me be you friend, and I promise that you can always count on me. I am the element of loyalty, after all.”

Swordpoint turned away. "Perhaps we should concern ourselves more with the matter at hand."

Rainbow sighed. She couldn't help but pity him. "Okay... Well, if you need anything, I'm here." She began to walk toward the camp when she heard a buzzing sound. Looking up, she saw three of the creatures from before. "Oh, no!" Rainbow screamed. "Swordpoint! We have to get the others!”

Swordpoint nodded and the two took flight into the blizzard. The creatures followed close behind them.
Rainbow was prepared this time. She pushed herself as hard as she could, steadily gaining speed. When she turned around, she saw with horror that Swordpoint was falling behind. The creatures didn’t seem to be gaining on him, but she didn’t want to leave him behind, so she slowed herself. When he caught up with her, she wrapped her hoof around him. He shouted aloud.

“What are you doing?! You are going to get us killed!”

Rainbow gave him a smirk. “Watch and learn!” She again pushed herself to her limit. Come on Rainbow… You can still do this with him! You’re the best flier in Equestria! When she had carried Fluttershy, she had been terrified. Now, she felt only resolve and courage. She kept forcing harder, pushing more, and straining herself until she felt like she couldn’t take it anymore. Suddenly she felt the wind break, and the strain was gone. There was an ear-shattering explosion accompanied by a rainbow of color. Rainbow looked behind herself to see a rainbow streak. The creatures were quickly disappearing into the distance. Swordpoint’s eyes grew wide.

“What… what is this? I’ve never seen anything like it in all my years!”

Rainbow smirked again. “It’s called a sonic rainboom, and you’re looking at the only pegasus in all of Equestria who can do it!”

Swordpoint stared in wonder at Rainbow as she left her multicolored trail through the sky. “This is incredible! There is no pegasus in Ponynesia capable of such a feat!”

“Well that’s because I live in Equestria and not Ponynesia!”

Within a couple minutes they had arrived at the camp where the other ponies had fallen asleep. Rainbow quickly slowed herself and landed. She ran through the barrier with Swordpoint. “Get up! They’re coming!”

The others began to awaken slowly, each questioning what was happening.

Swordpoint’s face was grim. “There is no time! The creatures which killed Lightning Dust are upon us! We must stand and fight!”

There were several gasps. Spitfire and Soarin chuckled.

Spitfire was smiling, although it looked more like a snarl. “Time to get some payback. How ‘bout you, Soarin?”

Soarin stood next to her and smirked. “You know it. Let’s kick some tail!”

Twilight trotted to Rainbow. “What happened?!”

Rainbow gave an exasperated sigh. “No time to explain! Just get ready to fight!”

Twilight nodded. She looked up and saw the creatures approaching. “There! Two of them!”

Fluttershy began to squeal nervously. Applejack trotted to her side and wrapped a hoof around her. “We’re gonna be all right, sugarcube. Just stay next to me, okay?” Fluttershy nodded her head.

Pinkie Pie produced her party cannon from seemingly nowhere. As she loaded cannon balls into it, she snarled. “If these guys think they’re getting another one of us, they’ve got another thing coming!”

Vinyl Scratch put on her glasses. “Let’s get this party started.” She stood on her hind legs, holding her forehooves in front of her. She was grinning.

The Doctor stood. “We’ll see if my sonic screwdriver can affect these ruffians.”

The creatures were upon them at last. They reached the barrier and began to smash it with their claws.

Twilight stood ready. “Wait for them to break through! As soon as they do, we’ll hit them with everything we have!”

The ponies nodded in unison. There were several grunts of agreement. The creatures continued to smash the barrier. Each blow produced more cracks in the magic. At last, the creatures gave one final crash, and the barrier gave way. As it shattered to pieces around the ponies, Twilight screamed “ATTACK!”

Twilight jumped away from the creatures and cast a spell at the creatures. It struck one of them in the chest. The creature was dazed for a moment, but it quickly recovered. Its companion lunged for Rainbow Dash, but she jumped and flew above its head. It looked up and reached its arm for her with a loud growl. There was a loud thunk as Spitfire slammed into its chest. It recoiled and fell backwards. Rarity used her magic to produce a large sewing needle which she rammed into the creature. It howled in pain as blackish green blood ran from its wounds.

The other creature charged Rarity and knocked her to the ground. She screamed as it bore down upon her, but a blast of purple magic sent it staggering. As it tried to recover again, Vinyl ran headlong at the creature and drop kicked it, knocking it to the ground. Soarin, Spitfire, and Rainbow Dash took flight and circled around. Together, the three ponies smashed into the bleeding demon, creating a very loud crunching sound. The beast was silenced.

The remaining creature was standing again, and it let out a shrill cry. Pinkie Pie fired cannon balls at it, striking it in the chest. “Ha! Take that, you meanie!” Pinkie cried. As she prepared to fire again, she suddenly noticed that a shadow had fallen over her. She turned around to see another creature staring at her with red, piercing eyes. It lunged at her and sunk its claws into her chest. Pinkie gasped. She tried to struggle, but she couldn’t break free.

The Doctor ran to Pinkie and brandished his sonic screwdriver. It shot a jet of electricity at the creature, causing it to withdraw its claws and convulse. Pinkie fell to the ground, gasping.

Applejack and Fluttershy ran toward Pinkie. “Fluttershy!” Applejack yelled. “Grab Pinkie!” She ran to the downed creature and bucked it in its face. She heard a crack as its skull broke.

Fluttershy was trembling. Pinkie Pie was bleeding really badly. Fluttershy took a deep breath and lifted Pinkie onto her back.

The remaining creature had once again recovered itself. It looked for the nearest target and found Rainbow Dash. It lunged at her, screaming and howling.

Rainbow turned and saw the creature barreling headfirst at her. She had no time to move. She braced herself for impact. The impact did not come, however. She opened her eyes to find Swordpoint lying on the ground nearby, with the creature lying next to him. Swordpoint sported large gashes on his back. “Swordpoint!” Rainbow cried.

“Uh, guys,” Vinyl yelled, “we got a problem!” She pointed to the sky. Hundreds of the foul creatures swarmed in the skies above. Their shrieks filled the air.

Rainbow Dash flew to the creature which had been barreling down upon her just moments before and smashed into it with her full force. She heard its bones break and snarled in triumph. She then turned to Swordpoint. He was breathing heavily. She hoisted him onto her back.

“What are we gonna do?!” Applejack cried.

Twilight tried to focus. “Okay, everypony! Gather around me! I don’t know if this will work, but we have to try!”

The ponies all formed a close circle around Twilight. Fluttershy looked terrified, and Applejack wrapped her hoof around her once again. Pinkie Pie was still panting on Fluttershy’s back, drifting in and out of consciousness.

“Okay,” Twilight choked out, “Vinyl and Rarity… I need your help again. Please, try to help me focus energy. I’m going to try to teleport us at least five miles north.” Rarity and Vinyl nodded. “Everypony else, hold onto me! This is going to be difficult!” Twilight focused her magic, conjuring her usual purple aura. Rarity and Vinyl again concentrated on focusing their magic power onto Twilight. The aura grew larger, and Twilight felt astonished. It’s going to work! I’ve never seen magic powerful enough to teleport this many ponies! The aura at last engulfed them all, and she released the spell. There was a bright spark, but when she opened her eyes, they still stood in the middle of the icy tundra with hundreds of the dark creatures descending from the skies.

Twilight began to panic. “Oh, no! It didn’t work! What are we going to do?!”

“I… I believe I can help… Miss Sparkle…” There was a small cough.

Rainbow looked behind herself to find Swordpoint dismounting her back. “Swordpoint! You’re hurt! You can’t!”

Swordpoint grimaced, but it did not erase his tough expression. "It is of no consequence. There is too much at stake for us to fail. Now, allow me to lend you a hand. I have some knowledge of magic."

Twilight’s eyes grew wide. “Knowledge of magic? But you’re a—“

“Pegasus, yes. But in my land, the royal guardians have all learned to practice magic. The pegasi can… channel magic through their wings.” Swordpoint coughed again and nearly fell over. Rainbow held out a hoof and steadied him. “Try again, Miss Sparkle.” He extended his wings and they began to glow.

Twilight smiled at Swordpoint. She focused again, and Rarity and Vinyl did the same. Her aura shot out and encased them all immediately. She looked up and saw the creatures mere feet away. She pushed the spell to its limit and released it. They disappeared in a blinding flash as the demonic creatures hit the ground with a crunch.

Chapter 6: Sacrifices

Princess Celestia trotted through the ornate hallways of the royal palace. I must have Spike send this letter at once. She came to Spike’s quarters and quickly opened the door. When she trotted inside, she found Spike asleep in his basket. “Spike, please wake up.”

Spike jumped up from his basket. “Wha? What’s going on?” He saw the Princess staring at him gravely. “Oh, Princess! What can I do for you?” He bowed low. Luna’s moon shone clearly through the ornate windows… as well as the twisted home of the reaplings.

“Please rise, Spike. I have an urgent message for Twilight Sparkle.” Celestia approached him calmly and placed her hoof on his back.

“A message for Twilight?” Spike repeated. “But, I don’t even know where she is!”

Celestia gave Spike a small smile. “Do not worry. I can find her magic if you will only send the letter.”

Spike looked uncertainly at the Princess. “Do you… do you know if she’s okay?”

Celestia’s gaze fell downward. “Yes, she is alive and well, although I fear she is in peril. The reaplings are amassing their army as we speak, and they will be hunting for Twilight.”

Panic filled Spike’s eyes. “Oh, no! What can we do?! How can we help her?!”

Celestia waved her hoof. “I only need you to send this letter. Take it.” She handed the rolled letter to Spike.

Spike looked at the parchment and then back at Celestia. “Okay… where do I send it?”

Celestia closed her eyes and her horn began to glow. “Focus on my magic. Send it with my spell.”

Spike shook his head uncertainly, but he did as she asked. He blew his flames onto the letter, and it was quickly enveloped by Celestia’s magic. It disappeared in a flash of brilliant light.

“Well,” Celestia sighed, “it is in their hooves, now. I pray they accomplish their goal.”

“Sister!”

Celestia turned toward the door. That sounded like Luna… She trotted to the door and opened it. Luna was running to her at full speed. “Luna? What is wrong, my sister?”

Luna skidded to a halt in front of Celestia. “The reaplings are here! They are approaching Canterlot, and they will be here within minutes!”

Celestia’s stomach clenched. She swallowed. “Find Shining Armor immediately and meet me in the throne room.”
Luna nodded and ran down the hall.

Celestia trotted through the hallway to the throne room. “Guards! Canterlot is under attack! Everypony stand ready!”
The guards fell in line and prepared themselves for battle. Each of them stood bravely; they were ready to defend the Princesses with their lives. Luna and Shining Armor burst into the throne room, panting.

“Princess Celestia!” Shining Armor shouted, bowing down. “What would you have me do?”

“Rise, prince. We have no time for formalities. I need your help to perform a barrier spell strong enough to keep the reaplings at bay. Luna, I will need your help, as well.”

Shining Armor nodded. “No problem.” He began to gather energy for the spell, and Luna and Celestia did the same. The three touched their horns together and the magic quickly and powerfully radiated out into a large barrier. Through the windows, the three of them could see the reaplings approaching it. As they reached it, they began to attack it with their claws and teeth, although they could do no visible damage.

Celestia sighed. “The barrier will not last forever. And what’s more, I fear for the sake of Ponyville.” She trotted to the guards. “Attention!” They quickly stood at attention and saluted. “I want the first and second regiments to travel to Ponyville! Keep its ponies safe!” The regiments nodded and saluted again.

“Sister,” Luna called. She stared at Celestia with a hardened gaze. “I will go with them. As we discussed, it is our duty to protect our subjects.”

Celestia tried to protest, but found that she could not. “… Yes. I understand. Go with them. And stay safe, sister.” She nuzzled Luna lightly. “First and second regiments, present yourselves!” They obeyed, stepping forward. Celestia charged up her magic again, as did Luna. Their spell engulfed the guards, and they suddenly disappeared. Luna was gone, as well.

Celestia sighed. Please, sister, do not be foolish… She turned to Shining Armor. “It is well that you are here. The Crystal Empire should be safe from the reaplings, thanks to the crystal heart.”

Shining Armor gave her a nod. “Yeah, the empire’s completely hidden, and they won’t be able to penetrate the magic. Not even King Sombra could. Still… I’m worried. I haven’t seen Twilight at all, and I don’t even know if she’s alright…”

Celestia beckoned him. “Come with me, Shining Armor. We have much to discuss.”

Shining Armor simply nodded. “Lead the way.”

--
Twilight kept her eyes closed tightly. She could feel herself moving through the dark, and she became dimly aware that her hooves were touching solid ground. She opened her eyes to find herself in a glowing cave, surrounded by the rest of her group. She collapsed to the ground, exhausted.

Fluttershy set Pinkie Pie down. Pinkie was conscious, although she was gasping for breath. The holes in her chest looked horrible, and blood oozed from them. Fluttershy began to cry.

Rainbow Dash placed Swordpoint on the ground gently. His wounds looked bad, but he didn’t seem to be dying. “Swordpoint, are you okay?”

“Yes, Rainbow,” was his quiet reply. “I am… tired. The magic took its toll. It took me years of studying and practice to learn to channel it properly, but I am by no means a master.”

Rainbow’s eyes were drawn to the slashes on his back. “But you’re hurt… We gotta do something about the cuts!”
“Rainbow, they will heal.” And he was right; they were now only lightly trickling blood. “Now, I must rest. Please… tend to Pinkie Pie.” He closed his eyes and was asleep at once.

Rainbow stared at him for a moment. “Thank you,” she whispered. She trotted to where her friend lied. The others had formed a circle around her. “Oh, no… Pinkie…” was all she could say.

Spitfire kneeled beside Pinkie. “Her lungs are pierced… Without medical attention or healing magic, she…” She turned her face away.

Twilight shakily stood and hobbled to where Pinkie lied. “I… I’m so tired… but I have to try.” She again concentrated on the spell, and her horn began to glow. She began to extend her magical aura toward Pinkie. She was shaking terribly. It slowly moved closer to Pinkie, but before it could reach her, it dissipated. Twilight fell to the floor and didn’t move.

Everypony gasped, and the Doctor trotted to Twilight. “She’s only unconscious. All that magic must have taken a terrible toll on her body.”

Soarin turned to Rarity and Vinyl. “You girls are unicorns… Do you know any healing magic?”

Rarity looked at Vinyl. “I don’t… But do you?” Rarity’s eyes pleaded silently with Vinyl.

Vinyl looked down. “I… I don’t. I’m… sorry.”

“Guys...” Pinkie gasped.

“Pinkie,” Applejack quietly scolded, “save your breath. You can pull through this, Ah know ya can.” Her eyes were filled with tears.

“N… non…sense,” Pinkie forced out. “I… can… barely… breathe. I’m… bleeding… a lot. I… know that… it’s my… time.”

Fluttershy fell to her knees. “No, Pinkie! I can’t watch it happen again! This is too much!” She was sobbing. “Without your smiling face, Ponyville will never be the same!”

“Flu…tter…shy, you… can… be strong. And you… have to. I knew… this could… happen. And I… accept it. Remem…ber me… with a smile.” Pinkie managed to do just that.

Fluttershy wrapped her hooves around Pinkie. “I’m going to miss you so much,” she sobbed. “I love you, Pinkie. Goodbye.”

Pinkie smiled and drew her final, rasping breath. As she closed her eyes for the last time, she held onto her smile. She let out her breath… and was gone.

They all bowed in silent reverence. Rainbow Dash couldn’t help but cry. Another friend gone… and one of my closest friends, too. How much more of this death and blood are we gonna have to see?

The ponies were silent for a long time. Nopony spoke or moved. They simply hung their heads, mourning the loss of their friend.

At last, the Doctor spoke up. “Perhaps we should try to figure out where we are, yes?”

“Yeah,” Vinyl said, wiping her eyes, “that’s a good idea.”

Rainbow looked at Pinkie’s body. “I think I’ll stay here and watch over Twilight and Swordpoint.” She fought back tears.

Spitfire watched Rainbow and walked toward Twilight. “You know, I think I’ll stay, too. Soarin, you go with everypony else.”

“Okay, Spitfire,” was all Soarin said. He gave her a small nod before following after the Doctor.

Spitfire waited until they had left and slowly trotted to where Rainbow sat. Spitfire placed her hoof on Rainbow’s back. “How you holding up?”

Rainbow couldn’t meet her gaze. “I’m great! I’m the best flier in Equestria, so of course I’m great, haha…” She couldn’t hide the sadness in her eyes.

Spitfire turned Rainbow’s face toward hers. “Rainbow. You don’t have to put on this tough face to look cool. You don’t have to impress me, because you’re already shown more courage and determination than half of our current Wonderbolts.” She smiled softly at Rainbow. “When this is all over, I’d like you to join us. To fly as a Wonderbolt. Think you’d be down for that?”

Rainbow gave Spitfire a melancholy glance. “You know, on any other day, I’d be super psyched. But I just can’t seem to feel happy about it right now.”

“That’s okay, Rainbow. Pinkie’s death is a pretty tough blow. Just know that we’re supporting you all the way. Soarin and I will protect you until the end.” Spitfire hugged Rainbow, and Rainbow began to cry. She tries so hard to be strong… She definitely has a lot of guts.

--
The Doctor and his small group walked slowly through the glowing cave. “This is quite interesting… I’ve never seen glowing rock before. But wait… perhaps… Aha! Yes, I thought so!”

Vinyl raised an eyebrow. “Uh… you okay, man?”

The Doctor trotted to one of the cave walls. “The rocks themselves aren’t glowing! They’re covered with a bioluminescent lichen! Fascinating!”

Rarity stared at him. “Could you perhaps put that into simpler terms?”

The Doctor chuckled. “Of course! There’s glowing moss on the walls. The moss creates luciferin and luciferase, and the luciferin reacts with oxygen to—“

“Uh…” Applejack interrupted, “Ah don’t know about all that, but maybe we should keep movin’?”

The Doctor rolled his eyes and muttered something under his breath about “ignorant masses,” but he still agreed, and they began walking again.

Rarity glanced at Fluttershy. Oh, dear… I wonder if Fluttershy is alright… Poor thing. We shouldn’t have involved her in all this. Rarity trotted next to her. “Fluttershy?”

Fluttershy glanced up. “Oh, yes, Rarity?”

Rarity bit her lip. Oh no… she looks so terribly distraught. Oh, Fluttershy… “How are things?”

Fluttershy’s gaze again fell to the floor. “I’m okay.”

Rarity turned Fluttershy’s face to hers. “You’re not. I can see it. Don’t try to lie to me, Fluttershy. I’m your friend, and I just want to help you.”

Fluttershy glanced at the others. “Can we… um… talk by ourselves?”

Rarity nodded. “You ponies go on ahead. Fluttershy and I are going back to check on the others.”

The Doctor simply nodded. “Alright, go on, then.”

Rarity and Fluttershy turned and walked in the direction of Rainbow and the others. “Fluttershy. Talk to me.”

Fluttershy began to cry. “Rarity, why is this happening?!”

Rarity stopped and hugged Fluttershy. “I don’t know, Fluttershy. But what I do know is that we are the only ones who have any hope of stopping this evil. Oh, who am I kidding?” She shook her head. “Twilight is the only one who can stop these creatures. She was from the very start. We are simply here to support and protect her. And that’s why I’ve come to terms with the losses we’ve suffered. They understood this, as well, and they gladly gave their lives to ensure that Equestria will have a future.”

Fluttershy gazed at Rarity with teary eyes. “Is there really no other way? Does there have to be all this… blood?”
Rarity turned away. “I’m afraid that our enemies won’t relent until we are exterminated. There is no other way, Fluttershy. I’m sorry.”

Fluttershy nodded. “I… I understand. I just wish that there was some way to stop this fighting. I don’t like it at all.”
Rarity hugged Fluttershy tightly. “I don’t, either, Fluttershy.”

--
Rainbow Dash sat next to Swordpoint. She looked around herself, lost in thought. I wonder… This is definitely Twilight’s fight more than it is mine, but… is there any way I can help? And what about Swordpoint…? He… UGH! I don’t even know what to think of him! I guess his past was pretty rough, but how can you not want friendship? I just don’t understand what it could even be like to live your whole life without friends… She glanced at Swordpoint’s sleeping figure. Pinkie Pie would’ve been better at teaching him about friendship and happiness… But I shouldn’t give up on him. He protected me when he could’ve let me die. He has to be learning something… Rainbow yawned. “I guess I should get some sleep.” She lied down next to Swordpoint and found sleep quickly.

--
The Doctor led the group on through the cave. Is that… light? “Everypony! Look!” He pointed his hoof toward the source of the light. “That must be the entrance!” He trotted toward the light source and emerged into the tundra once again. The blizzard still raged on.

Soarin squinted. “Wow, looks like we’ve found it.” As he stepped outside, he observed the cloudy skies and the snowy tundra stretching as far as the eye could see. However, he also saw a strange shimmering. “Wait, what’s that?”

Applejack gasped. “That’s… the Crystal Empire! Ah’d recognize that barrier anywhere!”

Soarin looked harder. “Hey... you’re right. We performed there just last month. I recognize it now.”

Vinyl smirked. “Hehe, I’ve always wanted to see these crystal ponies. I hope they like to party!”

The Doctor shot a chastising look at Vinyl. “We don’t have time to ‘party,’ my dear.”

Vinyl put her hoof behind her head and smiled sheepishly. “Uh, right… Heh.”

The Doctor began to trot toward the barrier when Applejack grabbed him by the tail. “Hold on, sugarcube. We should get back to the others before we go anywhere.”

The Doctor opened his mouth as if he were about to protest, but he quickly closed it and nodded. The ponies retreated into the cave.

--
Rainbow walked down a strange corridor. She could see no floor, although she felt one beneath her hooves. All around her was a sea of color. “Hello?” she called. “Is anypony there?” Her voice echoed through the empty space. Where in the hoof am I? She continued onward, but she didn’t seem to be making any visible progress until she saw a dim speck in the distance. Her heart racing, she galloped toward it. As it drew nearer, she began to realize that it was a pony. A pegasus, at that. When she reached the strange pony, it turned toward her. “Swordpoint!”

“Are you ready, Rainbow?” he asked her calmly. His body was covered with scratches, scars, and other wounds. He simply smiled.

“Ready?” Rainbow repeated. “Ready for what? And what’s happened to you?!” Swordpoint simply offered his hoof to her. She didn’t understand, but she trusted him. She took his hoof and followed.

“It’s all come down to this,” Swordpoint stated.

Rainbow glanced at him. “What has? What’s going on?”

“We've done well, but the losses we've suffered will mean nothing if he is not stopped.” Swordpoint didn’t seem to notice her queries at all.

“Who is he? C’mon, Swordpoint, stop talking in riddles! You look terrible! We gotta—“

“I promise that we will save them all. If the reaplings were capable of this, then we can surely harness it to undo their evil.”

“But I don’t understand! Please, Swordpoint! Answer me!”

“Here we are.” He stopped abruptly.

Rainbow looked ahead and gasped. Standing before her was a massive, white door adorned with hourglasses. At its center was a drawing of a draconiqus. “What is this?”

Swordpoint ignored her again. He simply looked at her and smiled. “Together?”

Rainbow looked back at him. I don’t understand what’s going on… but I trust him. “…together.”

Swordpoint moved closer to her. He closed his eyes as his face drew nearer to hers.

Rainbow’s heart raced. Oh, jeez… He’s… I…

--
The reapling commander snarled at his lieutenant. “What do you mean they vanished?!”

“Sir, they disappeared! We had them, but when we charged, they just disappeared in a big flash of light!”

The commander’s rage exploded. “Rrrrrrrah!” He swiped his giant claws at the lieutenant, removing his head. The decapitated body fell limply to the snowy ground, staining it black with blood. The commander panted lightly. “I do not tolerate failure.”

He was caught off guard by a flash of bright light surrounding a green flame. He shielded his eyes. When it was gone, a small parchment fell to the snowy ground. “What’s this?” He picked it up and read it.

“Dear Twilight Sparkle, I understand that Rainbow Dash has been plagued with nightmares. Luna believes that these nightmares are visions and warnings. Do not disregard them. Take each one seriously, for they may help you avoid disaster. I wish I knew more, but even my knowledge has its limits. Do not delay, and do not lose faith. You are our last hope. Sincerely, Princess Celestia.

“They’re still around? But how?! Our ancient kin destroyed them! They saw to the death of every stallion, mare, and foal!” Again, he shrieked with rage. He swung his arms wildly, breathing quickly. He took a deep breath and regained his composure. “We’ll have to fix this little problem.” He turned to his soldiers. “FOLLOW ME, YOU WORTHLESS RUNTS!”

They flew into the skies to report their findings.

--
Swordpoint awoke with some small pain in his back. Ugh, Rainbow… if you had only paid more attention, I would not have been wounded… He looked around himself and found her sleeping next to him. He felt guilty upon seeing her innocent figure. I suppose I am being too harsh… these ponies aren’t fighters, so it is wrong of me to expect too much.

He slowly rose and walked to the body of Pinkie Pie, where he kneeled to examine her. Her blood had dried, and her eyes were closed. She was smiling. “A shame. She showed such courage, and she never despaired… not even in the face of death. Rest in peace, Miss Pie.” He stood again and walked a little further into the cave.

“Where you goin’, bro?” a voice called from behind him.

Swordpoint looked behind himself to find Spitfire staring at him. “Where are the others?”

Spitfire strolled closer. “They went to find the cave’s entrance. They should be back soon. Now where were you off to?” She began to pace back and forth, never taking her eyes off of him.

Swordpoint returned her stare. “I was going to look for the others, but if they are returning soon, then I have no need.” He began to walk deeper into the cave.

Spitfire wasted no time in following him. “So tell me. What’s the deal with you?”

Swordpoint gave her a questioning glance. “I don’t understand. What do you mean?”

“Of course you don’t.” Spitfire rolled her eyes. “So first you’re all tough and hardcore, and you don’t care about anything except the mission. Now you’re talking about friendship in your sleep?”

Swordpoint’s felt his stomach drop. He stopped abruptly and fixed his gaze on her. “…what did I say?”

Spitfire smirked. “Something about not understanding friendship. You mentioned Rainbow Dash a couple times, but it sounded like you were talking to her. You said ‘I don’t think I’ll ever understand, Rainbow. Your hopes are misplaced.’”

Swordpoint dropped his gaze. “…Rainbow and I spoke before the creatures attacked. She wanted to offer me her friendship.” Swordpoint began to pace back and forth. “I don’t understand what it is, and I don’t feel that it is even necessary. Besides, should we manage to survive this, I will simply return to Ponynesia. I will not stay here in Equestria. Why should I bother to learn this concept of ‘friendship’ if I will never experience it again in my life, assuming that I even manage to experience it here?”

Spitfire snorted. “You’re bucking ridiculous. If you’re really going to be that thick, then you deserve to be alone. Have fun living the rest of your life by yourself. In the meantime, the rest of us are going to enjoy having ponies we can trust and have fun with.”

Swordpoint turned his head. “I have always lived my life alone. It is all I have ever known. What difference can it truly make?”

Spitfire chuckled. “You know, you make an awful lot of claims about only caring about your duty, but you saved Rainbow’s life and almost lost your own. Explain that.” She gave him a wry smile.

“Ha. Is it not enough that she is important to the mission?”

Spitfire continued to smile. “Riiiiight… You can’t hide it from me. You’re starting to care about somepony besides yourself or your superiors, and you just can’t comprehend it.”

“This conversation is over.” Swordpoint stormed off while Spitfire watched with a smirk.

“He’ll come around sooner or later. Guess he just needs time to figure it all out.” She wheeled around and trotted back to where Rainbow lie sleeping. She lied down and closed her eyes, still smirking.

--
Princess Luna and the royal guards materialized in the center of Ponyville, much to the surprise of the townsponies. There were several loud gasps, and numerous whispers of “Princess Luna!” and “What’s going on?” Luna scanned her surroundings for any signs of danger, but she saw nothing. In the distance, she could see Canterlot and the hundreds of black dots attempting to destroy the barrier surrounding it. Oh, sister… please be safe.

“Your highness!” one of the guards shouted. “Up there!”

Luna wheeled about to see him pointing toward the dark star above them. Descending from it were hundreds more reaplings. She gasped, but acted immediately. She invoked her royal Canterlot voice. “EVERYPONY! GO TO YOUR HOMES IMMEDIATELY! STAY INDOORS AND DO NOT LEAVE UNTIL I GIVE YOU MY PERMISSION! NOW GO, IF YOU VALUE YOUR LIVES!”

Slowly, the ponies began to notice the reaplings. Screams filled the air as they rushed to their homes. Grocery bags fell to the ground as scared mares scooped up their foals and ran.

“STAND FIRM, GUARDS! IF WE DIE THIS DAY, WE DIE FOR EQUESTRIA!”

“FOR EQUESTRIA!” the regiments shouted. They braced themselves as the reaplings raced toward Ponyville.

Princess Luna was scared, but she didn’t dare show it. Any sign of fear could unnerve her troops, and that would surely lead to massive casualties. So she stood tall and waited. “ON MY SIGNAL, PONIES!”

The reaplings grinned in anticipation as they approached. They drew closer and closer, preparing to strike.

“READY…" Luna ordered. The reaplings drew nearer every second, and Luna took a deep breath. "ATTACK!” Luna commanded. At once, her troops advanced. They raised their lances as the reaplings reached the ground. The guards advanced forward and began to clash. As the guards swung their lances at the reaplings, the dark creatures began to fall, their black blood staining the earth. The reaplings fought back, swinging their deadly claws. The sharp claws of the reaplings easily tore through the guards’ armor, but the guards were well trained and easily capable of putting up a good fight.

Princess Luna began casting spells at the reaplings, though the creatures were prepared for her. They did their best to block her spells, although the spells still stunned them. The ones she hit successfully were quickly dispatched by her guards. The reaplings, not to be outdone, began to push toward Luna, cutting down the guards protecting her. She continued to blast them with her magic, and her guards fought valiantly.

One of the reaplings drew close to Luna and roared. Thinking quickly, Luna spread her wings and took off from the ground. The reapling attempted to follow but was gored by multiple spears. It fell to the ground, twitching slightly.

Luna observed the battlefield from above. She noticed that there was a larger reapling in the back rank which seemed to be giving orders. “Aha, that is surely the commander! GUARDS! PUSH THROUGH THEIR RANKS! FIGHT!” She began to cast her magic again, but this time she caught them off guard. Her magic seared and burned their flesh, and they fell quickly. Luna descended once more and landed in the middle of her ranks. The guards were quickly pushing a path through the center of the reapling soldiers.

The guards fought fiercely. The casualties they suffered served as no deterrent. They had been reduced to three fourths of their original strength, but they still pushed on and followed Luna’s orders. At last, they cleared a path to the reapling commander. Her snarled and shrieked before joining the fray. His claws tore the guards to shreds quickly. Still, they would not relent. They swung their lances and continued to attack him. He dodged a great deal of them, but several struck home. He began to bleed, and he felt his strength leaving him. Yet he didn’t seem angry. Instead, he calmly continued to cut his way through the ponies. More spears were driven into him, but he shook them off. He felt weaker still, but he continued to fight. At last, he was encircled by the royal guard, and they each drove a lance into him. Growling low, he collapsed to the ground. As his blood ran out, the other reaplings howled and backed away.

“THE COMMANDER HAS FALLEN! GIVE CHA—“ Luna began, but she stopped when she felt a sharp pain in her chest. Looking down, she saw to her horror that one of her guards had shoved his spear into her chest. Grinning madly, he withdrew it and stabbed again, causing her to scream and collapse. The guard assaulted her a third time, but she made no sound this time. Still sporting a crazed smile, he prepared to cut her throat, but he was stopped by a multitude of spears. He fell to the ground, and his body began to glow. He morphed into a changeling and lied still.

“Princess Luna!” the captain of the second regiment yelled. He knelt beside her to examine her injuries. She lie in a slowly expanding red pool. Her breathing was shallow, and she had fallen unconscious. “The Princess is in grave danger! We must fall back! She needs medical attention immediately!” The guards broke their chase and returned to Luna’s side. The reaplings had begun their retreat back into the dark star.

Turning back to Luna, he tried to do what little he could to staunch her bleeding, but he had only just prepared a bandage when she stopped breathing. Staying calm, he tried to resuscitate her, pushing against her chest rapidly. “No, come on, Princess…” He tried to give her mouth to mouth, but she wasn’t responding. He repeated his efforts for ten minutes before he stood up and hung his head.

“I’m afraid that Princess Luna is gone,” the captain said remorsefully. “We have failed our duty.”

One of his soldiers stepped forward and placed his hoof on the captain’s shoulder. “Sir… we have not failed. We saved many innocent lives today… as did she.”

The captain turned to his soldier. “Soldier… you’re right.”

The guards bowed their heads in silent respect for their fallen Princess. Not a single eye was dry among them.
“Rest in peace, Princess Luna,” the captain spoke aloud. “You bravery will not be forgotten.”

Author's Note

OH SHIT. Luna is dead. If I had any say in this, Luna would be alive and well, but as my favorite author once said, the story is not in the full control of the author. It comes to us, and we relay the details to the audience. (Any Stephen King fans out there?)

I know, I know, I'm a shitty author and I have no right claiming to be influenced by Stephen King. Although if you're a King hater, you can honestly fuck yourself. I don't care :)

Chapter 7: Regret

Rainbow Dash opened her tired eyes slowly, and the dull glow of the cave filled her vision. She stretched out and yawned before getting to her hooves, dusting herself off as she did.

“Hey, sleepy,” a familiar voice called.

Rainbow wheeled around to find Spitfire grinning softly. “Oh, hey, Spitfire. Where’s everypony else?”

Spitfire shrugged. “They haven’t come back yet. “ She calmly strolled beside Rainbow.

Rainbow examined her surroundings again. “Wait… where’s Swordpoint?”

Spitfire chuckled to herself. “He went on a little walk. You should go look for him while we wait for the others to get back.” She pointed her hoof deeper into the cave.

Rainbow blushed a little, and she hastily tried to hide it from Spitfire. Spitfire simply pretended not to notice. Smiling sheepishly, Rainbow thanked her and walked off in search of Swordpoint. Spitfire laughed quietly and shook her head.

The dim glow of the walls only provided Rainbow with a small amount of light. Though her eyes were adjusted to the low light, she still found herself squinting to see in front of her. She felt a dull throbbing in her wings, but she ignored it.

“I wonder where we are, anyway…” Rainbow mused aloud. “Maybe we’re near the Crystal Empire. I don’t know how far north it is, but we did go a long way. Heh, that would be great.” Rainbow suddenly bumped into something and heard a loud gasp. Looking ahead, she was greeted by Swordpoint staring back at her with wide eyes. Rainbow smiled.

“Oh,” he sighed, “it’s you.” He turned his head away.

Rainbow’s smile began to falter. “Yep, it’s me. What are you doing way down here?”

Swordpoint kept his back to her. “Walking.”

Rainbow raised her eyebrows. “Uh-huh… Look, I just want to talk.”

“Well I don’t.”

Rainbow put her hoof on his back, frowning. “Why not?”

Swordpoint refused to answer, jerking away from her touch and walking further into the cave. Rainbow was not so easily discouraged, and she swiftly trotted after him.

“C’mon, why are you acting this way?!”

He remained silent, his walk becoming a trot. Rainbow kept up with him easily, slowly getting angrier.

“What’s wrong with you?! You saved my life! You put yourself in danger for me!”

Swordpoint’s trot became a gallop. Rainbow Dash was not ready to let him go, however. She galloped after him.

“Leave me be!” he shouted.

“No! I have to talk to you! This friendship stuff might be new to you, but I know you’re starting to figure it out!”

Swordpoint sighed and slowed down. He turned his face to Rainbow, who came to a skidding halt in front of him. Rainbow was taken aback by the anger in his face.

“You couldn’t possibly understand. I’ve lived my entire life with purpose. And now, I learn of this… friendship.” He dropped his gaze. “You want to know the truth? I don’t want friendship. I can’t. When this is over, I’ll simply return to my life in Ponynesia, serving Mistress Omnia. It will have meant nothing. So I’ll thank you to stop this nonsense talk and leave me alone.”

Rainbow Dash felt as though she’d just been bucked in the gut. She wanted to yell and scream. She wanted to tell him off. But still, something told her to stay calm.

“Look, Swordpoint,” she began shakily, “I’m not even gonna pretend to understand what you’ve been through, but how can you say that friendship isn’t worth it?” She reached out her hoof for him. “How can you not want to be happy?”

“You will never relent, will you?” Swordpoint shot her a spiteful stare.

“No, I won’t. Because I really like you, Swordpoint. You’re a real mule sometimes, but you’re a good pony at heart. And, uh… you don’t look half bad.” Rainbow blushed at this.

Swordpoint raised his eyebrow. “You like me? What do you mean?”

Rainbow sighed. “Well, I enjoy being around you. Even though you can be real thick sometimes.”

Swordpoint laughed. “Ha. You call me thick, yet you know nothing of my past. If placed in my situation, you would surely do the same.” Swordpoint spun around and walked deeper into the cave.

Rainbow followed him again. “I’m not letting you get away. Sooner or later you’re gonna realize what an idiot you’ve been. And when you do, we’ll be waiting… I’ll be waiting… to be your friend.”

Swordpoint spun around, snarling. “Leave me alone. Now. I don’t care what you and your daft friends think of me. I have my orders, and I will see to them. And once they have been carried out, I will return to Ponynesia to receive more orders. You have no place in my life, and you certainly have none in my heart.”

Rainbow Dash stood still. His words stung her, but she didn’t want to argue with him. She tried to speak, but she found that she couldn’t say anything. Defeated, she hung her head and began to walk back in the direction of the others. She snuck a look back at Swordpoint and found him still staring at her with the same snarl. She quickly turned her head and began to trot.

Swordpoint watched her leave in silence. When she was gone, he dropped his snarl and headed further into the cave. Perhaps I was too harsh…? She surely did not deserve that. But still, I cannot allow myself to accept this friendship. I will never experience it again in my homeland, and… His thoughts trailed off.

As he trudged further into the cave, he noticed something sparkling on the ground. He bent down to examine it, and much to his surprise, he discovered that it was a diamond. “Hm? A gem?”

Looking around, he noticed that the walls were dotted with gems. The glow coming from the walls was dimmer than before, as well. He shook his head and continued to walk deeper.

The gems were becoming more abundant, now. The walls were literally coated with them. It was becoming too dark to see effectively, however, so he stopped. “These gems…” Swordpoint began to recollect, and was soon lost deep in thought.

--
Swordpoint stood at attention. Princess Omnia had summoned the royal guardians to the throne room for an important message, but she had not yet arrived. The black room was very dark and cold, with the only light coming from several torches on the stone pillars lining the central walkway. There were no windows. The Princess’ throne was also black, and it was adorned with two snakes eating each other.

“Attention, subjects!” a loud voice called. Swordpoint saluted at once. The Princess entered the room from a side door near the throne. Her dark grey coat did not sparkle, and her black and white mane did not flow. “I have called you here today to give you new orders.”

Princess Omnia used her magic to conjure a holographic image of a cave lined with gemstones. “Many caves like this exist throughout Ponynesia. A marvelous sight, truly.” The corner of her mouth turned up in a smirk. “I want these gems. You will have the peasants mine them at once. And I do mean all of them. I want every single cave mined dry.”

The door to the throne room burst open, and a green unicorn trotted inside. “Please, your highness!” she shouted. “Don’t force us into the caves! Many of them are homes for dragons! We’ll be eaten alive!”

The Princess’ face filled with rage. “GUARDS! Teach this whelp the punishment for insolence!”

Swordpoint stepped forward at once, his face still solemn. Brandishing a whip, he struck the unicorn. She howled in pain and begged him to stop, but he did not listen. He cracked the whip on her back once more. She pleaded with him, but he continued to ignore her. Again and again he whipped her, tearing open her flesh and drawing fresh blood.

At last, the Princess spoke up. “That is enough.” She trotted down the steps to where the unicorn lied. Omnia picked up the unicorn’s face with her hoof and turned it toward her. “You will do as I say, or you will find that there are far worse ways to die than by a dragon.” Omnia let go of her face, and the unicorn’s head dropped to the ground with a thump. “Perhaps now the cur has learned not to intrude so boldly into my throne room with her petty concerns. Take her to the dungeon!” She casually trotted back to her throne and sat down.

Swordpoint put the now bloody whip away and walked to where the unicorn lied. He motioned to another royal guardian, who came to him. Together, they each wrapped one of the unicorn’s forehooves around their necks and walked up the stairs toward the throne. Before they reached it, however, they turned left toward a dark corridor. Passing through the threshold, Swordpoint nodded his head. The other guardian illuminated his horn, revealing dark prison cells. The odor of rot and decay was pungent.

“Why…” the unicorn choked, “why do you listen to her? This kingdom was great, once … before she took over.” She coughed.

They stopped abruptly. Swordpoint’s companion used his magic to open the cell in front of them, and they threw the unicorn inside. She fell to the ground with a loud thunk. Surrounding her were the skeletons of the cell’s previous inhabitants. The guard used his magic to close the cell, and the two of them began trotting back in the direction of the throne room. Neither pony said a word.

When they returned to the throne room, they rejoined the other royal guardians. Omnia stared at them. “Ah, well done.” Her red eyes seemed piercing, as if she could see into their very souls. “Now, you are to travel to the town of Manesylvania. Give the citizens their orders and see to it that they follow them. Execute all who refuse.”

The guardians all bowed. “Yes, your highness,” they replied in unison.

“Excellent,” she said. “You have your orders. See to them.” She stood and walked toward the dungeon. Her sickle cutie mark shone eerily in the light. Her face held a twisted smile.

Swordpoint nodded to his fellow guardians, and they hastily left the throne room. The castle’s entrance was slightly better lit, although it was still colored black. A twisted chandelier hung above them, adorned with snakes and crows.

A loud scream came from the direction of the dungeon. Swordpoint ignored it and walked to the large double doors. One of the unicorn guardians opened them with his magic, and the guardians trotted outside.

There were about twenty royal guardians, with a diverse mix of unicorns and pegasi. Not a single one was an earth pony. As they stepped outside into the dark, gloomy day, the unicorns concentrated their magic. Together, their black aura enveloped all of the guardians. When they cast their spell, the guardians disappeared.

Swordpoint kept his eyes closed until he felt solid ground beneath his hooves. He opened his eyes to the sight of the small town of Manesylvania. The town itself was very small, with no more than twenty buildings. At the edge of the town stood a large forest. Brandishing his lance, Swordpoint motioned for the others to follow him and began trotting down the street to the town square.

“Citizens of Manesylvania!” Swordpoint shouted. “We bring orders from her highness, Princess Omnia!” Many of the townsponies shivered at the mention of her name. “You are to be put to work mining gems from the many caves around the land. Everypony will work, or you will die.”

“But, sir!” a pegasus filly called, “What about us? We aren’t strong enough for that kind of work!”

Swordpoint nodded to one of his fellow guardians, who drew his lance and approached the filly. Her eyes filled with fear as the unicorn raised his lance. He brought it down upon her, stabbing her chest. The filly screamed, but the unicorn withdrew the lance and stabbed her once more. She fell silent, a red pool forming around her. She was no longer breathing.

“Are there any more complaints?” Swordpoint growled. The scared townsponies were silent. “Good. Get to work.”

Swordpoint nodded to the other guardians. They gathered the citizens and led them in the direction of the mountains, where countless caves filled with jewels awaited.

The citizens were terrified and angry, but not a soul dared to speak out after seeing the fate of the filly who did. They walked beneath the dark, grey sky in silence. The lands around them were dry and withered. Few plants grew here, and frequent wildfires had ravaged the landscape. As a result, most of the countryside had become uninhabitable. The few patches of civilization were spread far apart, with the royal city of Equistopolis in the center of the kingdom.

They at last came to the mountains. “We’re here,” Swordpoint announced. “Two other groups of citizens and royal guardians will be joining us. For now, you will work in the cave where you are placed.” He motioned for the ponies to follow him. Those who were too slow to move received a blow to the head with the back of a lance. Swordpoint calmly entered a nearby cave. The inside was a dark brown, and there were gems visible on the walls. He ordered the unicorn townsfolk to illuminate their horns, and they begrudgingly obeyed.

They walked deeper into the cave until they could no longer see the entrance. “Alright. You will begin your work here. You will work your way deeper into the cave. Anypony caught stealing the gems will be executed. No exceptions.”

The ponies began to mine the gemstones. Every pony was forced to work, including the mares and fillies. Swordpoint kept a vigilant watch over the townsponies as they worked.

Several hours passed by, and the ponies had moved fairly far into the cave. Swordpoint was watching a mare dig a diamond cluster out of the wall. When she did so, she quickly glanced around before picking one up and tucking it into her dress. Swordpoint moved at once, swiftly trotting to where she stood. When he reached her, he raised his lance high. She saw him and screamed, swearing she had done nothing. Swordpoint brought his lance down, but before he hit her, there was a loud growling. He stopped.

“What was that?!” a pegasus shouted. He was shaking.

Swordpoint turned in the direction of the growling. “It can’t be…”

The growling came again, louder this time. Swordpoint dropped his lance. The ground began to shake. “Stay back!” Swordpoint yelled. “By order of the Princess Omnia! Return to your vile lair!”

There came a deafening roar as a massive, orange dragon came into the light of the unicorns’ horns. It reached out and grabbed the mare whom Swordpoint nearly executed. She shrieked loudly. The dragon prepared to clasp its powerful jaws on her. Swordpoint struggled to pick up his lance when he heard the sound of wings. A white pegasus zoomed past him and slammed into the dragon’s chest. It howled with fury and dropped the mare.

“Celia! Run!” the pegasus screamed. “Get Starlet and get to safety!” He wheeled around to face the dragon. “Everypony, run! I’ll hold it back the best that I can!”

A pink unicorn stepped forward. “Speedwing, are you crazy?! It’ll kill you!”

Speedwing jumped backwards as the dragon swiped its powerful claws at him. “Better me than those I love! Now go!”

The other ponies ran toward the cave entrance. Only Swordpoint remained, as even his fellow guardians had fled. The cave was dark in the absence of the unicorns, so Swordpoint channeled his magic into his wings. They began to glow brightly, illuminating the cavern again.

“You, there!” Swordpoint called. “Speedwing, was it?” He held his lance at the ready.

Speedwing gave Swordpoint a quick glance. “Yeah, what is it?! You gonna kill me for staying and fighting?!”

Swordpoint smirked. “Not at all. But if you intend to fight, you should be prepared.”

The dragon roared and breathed flame at Swordpoint. He hastily dodged, taking flight. As he flew into the air, he swiped his lance at the dragon. The tip bounced harmlessly off of the dragon’s hide.

“His scales are too thick!” Speedwing shouted. “You need to hit him in the underbelly!”

The dragon swiped its claws at Speedwing again, but he was too slow to avoid them. The dragon opened several small scratches on Speedwing’s back. “Guh!”

Swordpoint glanced at Speedwing. “Are you alright?”

Speedwing shook it off. “I’m fine.” He charged at the Dragon, managing to crash into its underbelly. It clenched its chest in pain, and Swordpoint charged it. He thrust his lance into its belly, drawing blood. The dragon shrieked and stood again. It swiped its hand at Swordpoint, and he was unable to move in time. The dragon grasped him tightly and began to squeeze.

“Augh!” he grunted as his armor began to snap. This beast means to crush me! I stand no chance! He tried to struggle, but he could not escape the dragon’s grip. Fearing the worst, he prepared himself for the end. He felt his bones begin to break. First, his hips snapped. The pain which flooded his body was immense. He felt as though his blood were made of needles. Next, he felt his ribs begin to break. The agony he experienced was unbearable. He grew weak and his vision blurred.

Speedwing heard the snapping sounds and acted quickly. He once again crashed into the dragon’s underside. Surprised, the dragon released its hold on Swordpoint. Speedwing raced through the air and carefully caught Swordpoint, placing him on the ground gently.

Swordpoint watched as Speedwing grabbed his lance and turned to the dragon. “Even though this pony has committed heinous acts, it is not my place to judge him, and it is not your place to take his life. I will not allow you to kill anypony anymore!”

The dragon screamed in defiance. It breathed flames at Speedwing, but he managed to fly out of the way. He drove the lance into the dragon’s neck and it let out a murderous roar. Blood poured from the wound. Speedwing set down on the ground and turned toward Swordpoint.

“Hm. Seems that you’re still alive. That is well. I—“ Speedwing stopped when he felt intense pain. Looking down, he saw that the dragon had pierced him with its claws. It retracted them quickly before falling to the ground, where it swiftly perished.

Speedwing collapsed. Swordpoint watched him writhe on the ground. “S-Speedwing… I have a… question for you.”

Speedwing gasped for breath. “And… w-what is… that?”

“Why did you… save me? And why did you protect those other ponies? It was not your duty to do these things.”

Through his gasping, Speedwing managed a smile. “There’s more… to life… than just a sense of duty. I have been blessed with love and friendship… and I have lived with morality and honor. All of these are dying in our land. If there is one thing I may request of you… please try to learn about them. This darkness has hung above our heads for too long.”

Swordpoint merely gazed at Speedwing. “But I don’t understand… what are these things?”

Speedwing tried to speak, but he simply winced. He closed his eyes and slowly slipped away, leaving Swordpoint to ponder the true meaning of his words. Swordpoint soon lost consciousness as well.

--
Swordpoint returned to his senses. The low green light of the cave filled his eyes again. Yes… that’s it. At last, everything clicked into place. Love and friendship… The values which bonded two ponies and brought happiness. “How could I have forgotten the wish of that pegasus? That was one year ago…” He at once felt remorse. “I have committed such unspeakable acts… all in the name of ‘duty.’ If I am to survive this… I shall never return to Ponynesia.” He looked at his hooves. “My hooves are stained with the blood of the innocent, and it is all due to my foolishness. And what’s more is that I’ve turned away the one pony who wanted to help me.” He sighed and began to walk back in the direction of the others.

“This feeling… this friendship… what manner of magic is it? Surely it is powerful. All my life, I have lived without guilt.” He dropped his gaze to the floor. “Why now do I feel such remorse? I did all those things in the name of my duty, and never did I waver. But suddenly, I am overcome with feelings of guilt…” He stopped moving and looked up. “Perhaps… I shall accept Rainbow Dash’s friendship. I will be privileged to learn of the true nature of this magic from her.”

Chapter 8: The Crystal Empire

Rainbow Dash stood over Twilight’s sleeping figure. Rainbow wanted to wake her up, but she knew that Twilight needed her rest. Casting magic could be tiring. She looked at Spitfire, who was lying a short distance away. Swordpoint’s words still echoed in her mind.

You have no place in my life, and you certainly have none in my heart.

Rainbow lied down and cried silently. She couldn’t stop herself; her tears flowed freely. I opened myself to him… why would he say that stuff? All I wanted was to help him… She was startled by the sounds of hoofsteps, and she quickly rose to her hooves as Fluttershy and Rarity strolled into sight.

“… and it’s not as if they’re invincible,” came Rarity’s voice. “After all, we’ve defeated quite a few of them, now.”

Rainbow started to trot deeper into the cave, but she stopped when she thought of facing Swordpoint again. She wiped her eyes and tried her hardest to fake a smile before she walked back in the direction of her friends.

Fluttershy’s eyes fell upon Rainbow. “Oh, Rainbow, you’re awake.”

Rainbow flashed her fake smile, and Fluttershy immediately frowned. “Yeah, heh… I couldn’t sleep.”

Whatever Fluttershy saw that made her frown seemed to have gone unnoticed by Rarity. “Darling, you really need to rest. The others are all on their way back here.” She pointed her hoof in the direction of the cave entrance. “We’re near the Crystal Empire, and we’re going to travel there tomorrow to ask Princess Cadence for supplies.”

Fluttershy continued to give Rainbow a concerned stare. “Rainbow…” she began, but Rainbow cut her off.

“Hey, sleep sounds good!” Rainbow couldn’t meet Fluttershy’s gaze, instead focusing intently on Rarity. She gave her best false smile, which Rarity returned with a smile of her own. She could feel Fluttershy’s scrutinizing stare.

“Glad to hear it,” Rarity replied. She yawned and lied down next to Twilight. She closed her eyes and was fast asleep soon after. Fluttershy calmly strutted to Rainbow, still holding her gaze.

“Rainbow Dash,” she began. Rainbow continued to look away. Fluttershy knew something was wrong, but she didn’t know what it was.

“H-hey, Fluttershy.” Rainbow’s voice was shaky, despite her efforts to control it. Fluttershy’s stare was cutting into her.

“What happened?” Fluttershy simply asked. She stepped closer to Rainbow.

Rainbow wheeled around and took a step away from Fluttershy. “Nothing happened! I don’t know what you mean!”

Fluttershy moved closer to Rainbow again. “Rainbow, you know you can-“

“Hey, Fluttershy,” Rainbow interrupted, “I’m going to give Pinkie Pie a proper burial.” She trotted to where Pinkie’s lifeless body lied.

“Oh, but, I-“ Fluttershy tried to say, but Rainbow interrupted again.

“Look, maybe you should stay here. I know you’ve got a pretty weak stomach when it comes to stuff like this.” She hoisted Pinkie onto her backside and cantered in the direction from which Fluttershy and Rarity had emerged.

“But, I… Oh, darn it.” As Fluttershy watched Rainbow go, she thought about chasing after her. Ultimately, she decided it would be best to let her go. “I guess if something’s on her mind she’ll talk when she’s ready. I should really go to sleep; who knows what crazy things we’ll see tomorrow?”

--
Rainbow glanced behind to make sure that Fluttershy hadn’t followed her. Seeing nothing but the faint glow of the cave, she sighed in relief. The thought suddenly occurred to her that she was carrying the remains of one of her best friends on her back, and she hung her head shamefully. “I used you to get out of talking to Fluttershy. Man… I’m a real piece of crap.” She turned her head and looked at Pinkie’s body. Her lifeless figure was still smiling. Her wounds had stopped bleeding, although they still remained. “Well… I can still make this right. I’m going to give you the burial you deserve.” She faced forward solemnly. “And I’m going to keep smiling. For you, Pinkie.”

Feeling stronger, Rainbow Dash held her head high as she trudged toward the mouth of the cave. Even though she felt better, Swordpoint’s cruel words still stung her. She couldn’t purge them from her mind, and she found herself lost in thought. I wonder… maybe he’ll still come around. Nopony can enjoy being alone. But should I give him time? Or should I help him out? Ugh… why do I never know what to do? She was startled by the sound of voices.

“…but we don’t know for certain that the Crystal Empire will be protected. We could be walking into a trap, for all we know.” The Doctor walked into view, followed by Vinyl, Applejack, and Soarin. The Doctor was talking to Applejack.

“Look, sugarcube,” Applejack responded, “you weren’t there to see what happened to that mean ole King Sombra when them crystal ponies powered up that there crystal heart. Ah reckon it’s strong enough to keep out these here creatures.” Applejack glanced over and noticed Rainbow. “Rainbow!” She trotted closer, but she stopped when she saw Pinkie’s body. “Are you… y’know… gonna give her a proper burial?”

Rainbow nodded. “Yeah… I’d like to do it alone. I’ll meet you guys back there with everypony else when I’m done.” She prepared herself for Applejack to insist on coming along.

Applejack simply nodded. “Okay. Be careful, Rainbow.” She tipped her hat to Rainbow and the group continued their slow walk toward the others.

Rainbow watched them go in silence. When they were out of sight, she sighed and continued toward the mouth of the cave.

--
Celestia stared at the magical shield surrounding Canterlot. Even in the dark, she could see the reaplings as they continued their assault. Despite their efforts, the shield held. Celestia sighed and ambled back inside her tower. Hanging her head, she began to descend the spiral staircase. “For countless generations I have ruled over this land… and now it is being destroyed before my eyes.” She extinguished each torch she passed with a wave of her horn. “How has it come to this? I sit here idly in my castle and wait for the end. I wait for Twilight and her friends to save us all. Is this really the sum of my power?”

She came to the door which led out of the tower. She opened it with her magic and continued her slow pace down the hallway. Lining the hall were stained glass windows depicting various major events in Equestrian history. Celestia stopped before one in particular. “The three rulers of ancient Equestria… Celestia, Luna, and… Omnia. My dear sister.” Omnia was beautiful in this picture, sporting a stunning light blue coat and a flowing white mane. Celestia gazed at the window for a moment before moving on to the next one. This mural showed Celestia and Luna pointing their hooves in the distance. Walking beneath them was a twisted Omnia, her coat a dull grey and her mane striped with black.

“It has been 1323 years since I saw you, Omnia. Since I sent you away.” A tear came to her eye, and she wiped it solemnly. “Why did you change? You were so beautiful…” Memories came flooding back, but Celestia shook them off. She trotted toward her throne room, away from the window.

As Celestia entered the throne room, she sighed. Shining Armor was speaking to a battered royal guard near the main entrance. Celestia quietly closed the door and made her way to the two of them. As she drew near, Shining Armor wheeled around to face her. His expression struck fear into her heart.

“Princess… I have some news from Ponyville…” Shining Armor stuttered. His face was grim, and Celestia’s heart clenched.

“My sister… please tell me my sister is alright…” she pleaded. Shining Armor hung his head. He remained silent for a long time, unable to find the words to pass on the news to Celestia.

At last he looked back into Celestia’s eyes. “She did not survive the battle. We were compromised.”

Celestia’s heart broke. Her legs gave out and she collapsed to the ground. “Luna… dead…” She lied on the floor for several minutes before she remembered herself and shakily stood. She stared at Shining Armor. “Tell me everything.”

Shining Armor nodded and dismissed the unicorn. “There was a changeling in their ranks. Before anyone noticed, it stabbed her twice. The captain tried to resuscitate her, but she’d lost too much blood. I’m sorry, Princess…”

Celestia’s face drew grim. “Search the castle. Inspect every royal guard. Changelings seldom travel alone.” She opened the double doors with her magic and ran out into the castle foyer with Shining Armor close behind her.

--
Princess Omnia entered into her throne room from the dungeon. Grinning from ear to ear, she calmly sat in her throne. “You, there,” she snapped, pointing to a royal guardian standing nearby. He saluted immediately. “Where is Swordpoint? He should have returned by now.”

The royal guardian stepped forward. “Your highness, we have not received word from him. Perhaps he is still searching for information about the threat?”

Omnia shook her hoof angrily. “Oh, don’t be so daft. Look above us. Those Equestrian blunders have failed.” She stood once again. “I don’t care if those fools are wiped out. My kingdom shall not fall. And when the enemy is defeated, we shall emerge from the wreckage and retake what is rightfully mine.” She scowled, filled with hate. “Equestria will be mine again. I will wrest control of it from that scum I once called sister.” She turned to face the guardian. “I have orders for you.” The guardian stood at attention and saluted. Omnia gave him his orders and he simply nodded and departed immediately, his horn glowing faintly as he left.

--
Rainbow Dash emerged into the harsh blizzard. The cold and unforgiving tundra stretched out as far as she could see. The only noticeable feature was a small, dead tree near the mouth of the cave. She did not notice the shimmering in the distance which indicated the barrier of the Crystal Empire. “Well, Pinkie… you’d hate me for this. Being buried in someplace so cold like this.” Calmly, she trotted through the snow and ice to the tree. She carefully placed Pinkie’s body on the ground and began to dig through the snow. The cold bit into her, but she ignored it. She began to dig up earth once she reached the bottom of the snow. Her efforts were tiring, but she kept going. It felt good to work herself so hard. Swordpoint’s cold words were pushed into the back of her mind, and the only cold that mattered was that of the frigid air.

She dug for over an hour. When she had finally finished, she turned to Pinkie’s body. It was covered with snow, and Rainbow grew angry. Pinkie, you deserved better than this. You really did. She lifted the limp body into the makeshift grave. She stared at the lifeless form that was once Pinkie Pie. “Pinkie… You were always my favorite. I know I’m not supposed to pick favorites, and I love the other girls to death, but… you always knew how to make me smile. Your happy face got me through a lot of rough times. I hope you’re smiling wherever you are. Goodbye, old friend.” She hung her head in silence. The sounds of the fierce blizzard whipping past her went unnoticed.

At last, Rainbow raised her head and set to work filling in the grave. By the time she finished, the blizzard had eased a little. She took one final look at the grave before trotting back into the cave.

Rainbow Dash silently trotted in the direction of the others. She was exhausted, both mentally and physically. When she reached them, they were all asleep. When she saw Swordpoint, her heart sank. Shaking off the feeling, she lied down next to Twilight. Despite her emotions, her exhaustion saw that sleep came quickly.

--
Rainbow’s sleep was far from restless. In her dream, she stood in a ruined city. The buildings were all made of stone, and the landscape around her was barren. Standing beside her was Swordpoint. He was covered with scratches and scars. In front of her was a large obelisk covered with unreadable symbols.

“This…” she mumbled. “This looks just like the tower which brought that thing here.”

“That’s because we designed it from their technology,” a mysterious voice called. Rainbow wheeled around but saw nopony.

“Wha… who’s there?” Rainbow called. She couldn’t see anyone but herself and Swordpoint, and Swordpoint seemed not to have noticed the voice at all. “Swordpoint? Did you hear that?”

“He won’t respond,” the voice told her frankly. “You are not here, and neither is he.”

Rainbow continued to look around. What the hay… I must be dreaming.

“A dream? Or a vision? A glimpse of truth to guide you on your way.”

“O-okay…” Rainbow stammered. “So you’re just in my head?” She glanced at Swordpoint, who was still examining the Obelisk. She quickly realized that he was frozen in place.

“Now is not the time. Your questions may find answers in time, but not now. Even our vision is cloudy, and we fear that this world’s destruction is approaching quickly.”

Rainbow placed her hooves over her eyes. “But what am I supposed to do?! I don’t have any fancy magic!” She put her hooves back down and strolled toward Swordpoint. “Why are you talking to me about this stuff, anyway? Twilight’s the one who’s going to save us.” She tapped Swordpoint with her hoof, but he did not budge.

“Your friend will be needed elsewhere. This is your burden to bear, and together, you can succeed.”

Rainbow stared past Swordpoint at the muddy red stone of a demolished house. “Together. Heh. Right. Like he’d ever want to work together. He hates me.” Her gaze fell downward.

“Enough. We will show you what must be done.” Rainbow glanced up to find Swordpoint moving again. She trotted beside him.

“Hm…” Swordpoint mused. “Twilight said her magic activated the other device… perhaps it simply needs power from magical energy.” He took several steps back from the obelisk and closed his eyes. His wings began to glow a dull gold which slowly grew brighter. When he opened his eyes again, they were filled with brilliant yellow light. He crossed his wings in front of himself and then opened them quickly, and magic flowed from him into the obelisk. Swordpoint’s eyes and wings returned to normal.

The obelisk sprang to life. The symbols glowed a bright blue, and the top of the structure folded outwards. A blue orb rose from the center of it, shining luminously. Rainbow watched in awe as magic gathered at the top of the orb. The structure continued to do this for several minutes, during which time Rainbow stayed perfectly still. Her mouth hung wide open.

The magical energy concentrated atop the orb suddenly shone brightly. Rainbow had to shield her eyes as a beam of magic shot from the orb into the ground in front of her. When she opened her eyes again, she saw that there was a circle of blue light inscribed with the same symbols as the obelisk. The great structure itself had fallen dormant, the orb completely dark.

“What…” Rainbow spoke, although she found that she couldn’t say anything else. Swordpoint took a step forward, but Rainbow grabbed him. “What are you, nuts?! We don’t know anything about this!” He looked into her eyes and froze again.

“Do not be afraid,” the ethereal voice boomed, causing Rainbow to jump. “Your ultimate goal lies beyond the portal. Remember that the needs of the many outweigh those of the one. We wish you the best of luck.”

Rainbow looked back at Swordpoint. He continued to stare blankly. “Uh… Are you going to show me something?”

Swordpoint’s mouth opened suddenly. “We have little choice. For all of your friends who have sacrificed themselves, and for the sake of the world, we must go.” He took her hoof and walked into the portal. Rainbow looked into his eyes for a moment before stepping next to him. A bright flash of blue light engulfed them, and all went dark.

--
Twilight awoke with a start. She opened her tired eyes slowly and examined her surroundings. Her friends lied nearby, all sleeping. She forced herself to stand, her legs shaking as she did so. What happened…? I remember teleporting with the help of Vinyl, Rarity, and Swordpoint, but… Her memory returned to her slowly, and she felt her stomach drop. “Oh, no… Where’s Pinkie Pie?” She searched the room, taking note of each pony around her.

When Twilight failed to find her silly pink friend, she hung her head. She stood still for a moment before remembering her duty. She steeled herself and looked around the room again. “Everypony, wake up!”

Her friend began to groggily awaken. There were many questions of “What’s going on?” and “C’mon, just a few more minutes…”

“Everypony, this isn’t the time to be sleeping!” Twilight cried. “We have an important task laid out for us!” She watched as her friends stood one by one. It took some time, but at last everyone had awakened. Twilight looked at the faces of her friends and reminded herself of her goal.

“Okay, everypony,” Twilight announced, “I know that our situation gets more difficult every day, but we have to push through and keep our goal in sight.”

The Doctor stepped forward. “Twilight, we are all prepared. And we have something to tell you, as well.” Twilight gave him a quizzical glance.

Soarin spoke up. “We’re about a mile or two away from the Crystal Empire. We’re tired and hungry, and we need supplies, so we were thinking we should stop there and ask Cadence for some stuff to help us on the road.”

Twilight pondered this for a moment. “Hm… Yes, that’s probably a good idea. We should be on our way as soon as possible.” The others nodded in agreement and began to talk amongst themselves.

Swordpoint approached Twilight and spoke to her quietly. “Could we speak in private, perhaps?” His expression was troubled, and Twilight was struck by this strange change in the normally calm stallion.

“Y-yes, sure…” she replied. Swordpoint pointed in the direction of the cave’s entrance, and Twilight nodded. She followed as he trotted toward away from the others.

When they were out of view of the other ponies, Swordpoint stopped. “Twilight,” he began, struggling to find words for his thoughts. “I… have recently remembered an incident from my past. I feel a cloud of guilt hanging over me. I ask you to please not turn me away, but I have committed acts of atrocity in the name of my Princess.” Twilight shifted uncomfortably. “There was a pony who sacrificed himself for me, even after I helped oppress his people. He could well have left me to die, as I was being crushed by the iron claws of a dragon, but… he saved my life.” He stared at the ground beneath his feet.

“So… what would you like me to do?” Twilight asked him. She couldn’t help but shift her gaze around the cave. Swordpoint raised his head and Twilight’s mouth nearly fell open. He had tears in his eyes.

“I… fear I have hurt your friend, Rainbow Dash. She opened her heart to me, and I… brushed her aside. Where she gave me kindness, I responded with cold cruelty.” He absentmindedly wiped a tear from his eye. “But now I find myself wanting to accept her offer of friendship. What can I do to let her know of my regret? How can I attempt to fix what I have done?” He gazed at Twilight with hopeful eyes.

In that moment, Twilight felt pity for Swordpoint. She gave him a small smile. “Well, you should start by apologizing. Let her know that you feel terrible about what you said. Show her you want to make it up to her.”

Swordpoint gave her a questioning look. “But how will I do this? What if she does not believe me?”

Twilight sighed. “Well, if she doesn’t, then you’ll just have to show her through your actions. Words can’t fix everything, you know.”

Swordpoint gave her a small smile. “Thank you, Twilight. Perhaps… we can be friends, as well?”

Twilight was caught off guard by this, but she still smiled back. “Of course! Now we should get back to the others and leave this cave. We need to see Princess Cadence and make sure that everything is alright with the Crystal Empire.”

Swordpoint nodded and the two returned to the others.

--
Rainbow Dash noticed when Swordpoint and Twilight went off by themselves. She felt a bitter pang of jealousy, and it had not dissipated by the time they returned. Swordpoint immediately headed toward Rainbow, but she scowled and walked away.

“Okay, everyone,” Twilight announced, “we should head for the Crystal Empire. I… don’t think I’ll be able to cast the wing spell again. I still haven’t fully recovered. I’m sorry.”

Applejack smiled. “Hey, sugarcube, it’s not a big deal. Why don’t we get a move on?” She trotted in the direction of the mouth of the cave, and the others followed close behind. Rainbow Dash made sure to keep her distance from Swordpoint, always keeping at least one pony between them.

They reached the mouth of the cave to find that the blizzard had calmed slightly. Twilight could see the barrier into the Crystal Empire. “Come on, everypony. Celestia is counting on us.” They trudged through the deep snow toward the magical barrier, each pony walking in silence.

Swordpoint kept stealing glances at Rainbow Dash. She must be so terribly angry with me… How can I bring myself to speak to her? He was so distracted that he bumped into Twilight when she stopped moving. “Oof!”

“Sorry, Swordpoint,” she said as she examined the surroundings. “Hm… There it is.” She pointed to the shimmering barrier a short distance away. “Glad we made it.” She trotted toward the barrier, but as she reached it, there was a flash of light. Twilight was shocked and thrown to the ground. Everypony gasped. Twilight stood slowly. “What happened?! The barrier isn’t supposed to stop ponies from going in!”

The Doctor cantered to the barrier and examined it closely. “My dear, I don’t think this is the normal barrier. This is far stronger, meant to keep out anything and everything. It can even block magical spells, so teleportation will be ineffective. There’s no getting in unless we are let in, I’m afraid.”

Twilight growled in frustration, but quickly fell silent when she heard voices on the other side of the barrier.

“…pretty sure that’s Twilight and her friends!”

“That sounded like Cadence,” Twilight remarked, eyes wide. “Cadence! It’s me! Let us in! Please!” The barrier disappeared almost immediately, revealing the warm, sunny Crystal Empire in all of its glory. Standing just beyond where the barrier had been was Princess Cadence. Twilight smiled wide. “Cadence! Sunshine, sunshine, ladybugs—“

“Twilight, we don’t have time for games,” Cadence told her. “The situation is grim. Princess Luna is dead, Canterlot is under attack from the reaplings, and another force is moving toward Ponyville. All of you need to come inside right away. We have to get this barrier back up.” Cadence waved her hoof urgently.

Twilight almost couldn’t comprehend what she heard, but she still listened to what Cadence told them. The group trotted inside, and Cadence used her magic to raise the barrier once again. Twilight trotted next to Cadence. “Um, Cadence?” Twilight asked nervously. “Did you say… Luna is dead?”

Cadence nodded gravely. “Yes. Everything’s going to Tartarus. I received a letter from Princess Celestia early this morning.” Cadence recounted the tale of Luna’s demise and the reaplings’ invasion of Canterlot while Twilight listened with growing horror.

“But… the barrier will hold, right? And the guards can protect Ponyville?” Twilight practically pleaded for Cadence to tell her yes.

Cadence simply shook her head. “According to Celestia, the barrier is weakening. She predicts it will fall before the night comes. And when it does… they will all die.” Cadence dropped her glance to the ground at this.

“What about the empire?” The Doctor asked. “That barrier is surely the work of more than the Crystal Heart, but how have you given it such magnificent power to repel everything?” He eyed Cadence eagerly.

Cadence smirked. “Little trick Shining Armor taught me. But now’s really not the time. What are you all doing out here, anyway? I was worried that you might’ve… you know…” She looked around at the group. “Say… where’s Pinkie?”

Rainbow clenched her teeth. “Gone. Thanks to those things. And she wasn’t the only one, either. They got another friend of mine, Lightning Dust.”

Cadence gasped. “Oh… I’m sorry… Let’s get to the castle. We can talk more there.” She trotted amongst the crystalline buildings to the brilliant Crystal Castle as the other ponies followed.

When they reached the Crystal Castle, Cadence swiftly opened the doors with her magic. “Come on, I want you all to sit down with me. We can talk about your plans and what supplies you need. Celestia told me that all of you are our best hope, so I’m going to help however I can.”

Speartail panted. He barely made it inside the barrier before it rose again. “Huh… what are you doing in a place like this, Swordpoint?” He sighed to himself. “No matter. He’ll be glad to see me, I’m sure.” Speartail’s black armor clinked as he walked. He lit his horn and closed his eyes. He sweeped his head slowly from side to side. “Hm. In the direction of that castle, seems to be.” He galloped toward the castle at once, passing from the fields into the residential district. The crystal ponies watched him go fearfully.

At last, he reached the castle. Before him stood two large, wooden doors. He did not knock, but instead lit his horn with a black glow. He disappeared in an instant and reappeared inside the castle. He scanned his surroundings to find himself in a large foyer. The walls and floor were made of crystal, and they all shone brilliantly. “Now, where are you?” He lit his horn again for another location spell. As quickly as he cast it, he released it. “I see.” He trotted through the foyer toward a grand door. He could hear voices on the other side. He used his magic to open the door and found eleven ponies sitting around a table. When he entered, their conversation quickly fell silent. Swordpoint’s mouth fell open.

“Hey, how did you get in here?!” Cadence demanded. She stood and readied herself. Swordpoint stood as well.

“Stand down, Cadence,” Swordpoint told her. “This is Speartail, a member of the royal guardians of Ponynesia.”

Speartail grinned. “It’s good to see you alive and well, Swordpoint. I’d wager that you miss this armor.” A smirk came to his lips.

“Why have you come? Did Omnia send you, as well?” Swordpoint’s expression was wary. He slowly approached Speartail.

Speartail was slightly unnerved by the look Swordpoint wore. “Y-yes… I’m here to inform you that you are to return to Ponynesia. You were unsuccessful in stopping the star’s approach, so she is calling for a massive regrouping of troops.”

Swordpoint felt his heart beat faster. So. The gauntlet is laid. I should have foreseen this. But I suppose I must choose now between my homeland and these ponies. He stole a quick glance at Rainbow Dash.

Rainbow saw Swordpoint’s eyes fix on her for just a second. Her chest was clenched tightly, and she was holding her breath. This is it, she told herself. He’s going to leave us. Just like that. She stared down at the floor.

Swordpoint saw Rainbow’s despair. He bared his teeth with anger and stared directly at Speartail. “No.”

Speartail flinched as if he’d been struck. “What? Surely, you jest.” He chuckled nervously. “We must be on our way.”

Swordpoint simply stared at him. “No,” he repeated firmly. “I am terminating my service to Princess Omnia.”

Speartail recovered from his initial shock. “You speak of treachery, Swordpoint,” he warned. “Stop this nonsense and let us depart.” He trotted to Swordpoint and held out his hoof.

Swordpoint knocked away Speartail’s outstretched hoof. “You may call it treachery, but I call it awakening. Do you not see what horrors we have committed in her name?” Hate burned within Swordpoint, and Speartail was unnerved again. “We’ve both murdered mares and foals in the name of her twisted ambitions. Did it ever occur to you that we’ve been facilitating evil? Or worse, that we’ve been committing it?” There were several gasps around the room.

Speartail growled. “I don’t bother with these things because I know my place. Good? Evil? They are only fabricated ideas. I follow my orders, as you yourself once did.” He took a step toward Swordpoint, and Swordpoint stepped away from him. Speartail scoffed. “Your time here has obviously corrupted your mind. You will return with me or you will die. Make your choice.” His horn glowed black and a hefty spear appeared from seemingly nowhere. He gripped it tightly and trained the tip on Swordpoint.

Cadence shot up from her seat. “Stop! Or I’ll kill you where you stand! You have a lot of guts coming into my castle and threatening my friends!”

Speartail suddenly howled with laughter. “Friends?! Hahahaha! That’s quite the joke, ‘Your Majesty!’” He swung his lance and pointed it at Fluttershy, who only squealed with fear. “You are weak, and your petty ideas of ‘friendship’ only serve to weaken you further. You are powerless to save yourselves, let alone one another.”

Swordpoint saw Speartail’s leg muscle twitch subtly and jumped toward him. Unfortunately, he was too late. Speartail plunged the lance into Fluttershy’s chest. Swordpoint came barreling down upon him shortly afterward, throwing him to the ground. His armor made a dull clank against the crystal floor. “YOU BASTARD! What have you done?!” Swordpoint’s eyes were narrow, and his rage was unfathomable.

Speartail snarled and threw Swordpoint off of himself. Swordpoint crashed into the wall with a mild thunk. Speartail stood again and brandished his lance. “This is the sum of your might, you worthless curs. Now, who shall be the next to die by my hoof? Perhaps you?” He pointed the lance at Twilight. “Or you?” He moved it toward Spitfire.

Spitfire gave Soarin a subtle nod and leapt into the air. Soarin followed suit, staying right behind Spitifre. She reached out her hoof to grab Speartail’s lance, but he swiftly moved it beyond her reach. He swirled it back around and caught Soarin in the chest, tearing open his stomach. Soarin gasped and crashed into the wall, leaving a bloody stain where he had impacted and creating a bloody pool on the ground.

Cadence saw all of this, yet she could not move. Her eyes were wide and her mouth hung open, unable to comprehend what she was seeing.

Speartail searched the room for his next target as Spitfire ran to Soarin. He saw Cadence staring in shock and a sort of twisted rush came over him. He leapt into the air and swung the lance wide. Speartail was surprised, however, when his lance struck something hard and created a loud clank. He landed nimbly and examined what had stopped him to find a metal block in front of Cadence. Twilight stood with her horn at the ready.

“YOU’RE GOING TO PAY FOR EVERYTHING YOU’VE DONE!” Twilight screamed. She lit her horn once again and began to assault Speartail with lightning spells. Speartail easily dodged several, but when a stray bolt struck him, he was quickly and painfully immobilized. The electricity arced through his armor, searing his flesh and causing him immense pain.

Twilight held the spell with no intentions of stopping. She felt such blind fury that she wanted to tear him limb from limb. Speartail, however, would not give in so easily. He forced himself to move, undoing the clamps on his armor. It fell to the floor and his electrocution ceased. His black coat was charred in several places, and the smell of burning flesh was pungent. Speartail snarled.

“You’ll have to try harder than that, worm!” Speartail spat. He lit his horn with a fell black glow, and Twilight quickly jumped away. She realized too late that she was not the intended target, as a black cloud formed above Cadence, who was still in shock. The Doctor galloped at full speed toward Cadence and jumped above her just as the black cloud condensed into a sword. It dropped directly downward as the Doctor struggled to stop it. His efforts proved futile as the sword impaled him and Cadence in a kind of twisted kebab. The two screamed as the sword dissipated, and they crumpled to the floor.

Swordpoint forced himself to stand. His body was riddled with pain. “Everypony leave this to me! The skills of a royal guardian are not to be trifled with!”

Speartail grinned. “You know, Swordpoint… I’ve been waiting for this moment for a very long time. You’ve always been weak, and certainly undeserving of your rank. You? Commander of the royal guardians? Bah!” Speartail spat in Swordpoint’s face. “Come, then! I’ll prove that I am superior, and my Princess will reward me handsomely for my work this day.” Speartail’s horn glowed once more, and the two were engulfed in a black barrier.

Swordpoint scowled. He extended his wings and focused his energy. A small, golden light emerged from them, creating a shining cloud above him. It materialized into a lance, and Swordpoint caught it as it floated gently downward. “You’re not leaving here alive,” he growled.

Speartail smirked. “Perhaps. But neither are you.” He readied his lance, a sick smile dancing on his lips.

--
Rainbow ran to Fluttershy and put a hoof around her. “Fluttershy?! Can you hear me?!” Fluttershy was still. Although she didn’t want to, Rainbow looked at the wound which Speartail had inflicted. She could see that the impact had shattered several of Fluttershy’s ribs… but it had also torn open her heart. Rainbow felt her head reeling. She took several steps away from Fluttershy’s corpse and vomited.

Spitfire stood over Soarin. He wasn’t moving. As she bent down to examine him closer, she noticed that his neck hung at an odd angle. She realized at last that the snap she heard when he hit the wall was the sound of his neck breaking. She winced, but lightly slid her hoof over his face and closed his eyes.

Rarity and Twilight ran to Cadence and the Doctor. Like the others, Cadence was lifeless. The Doctor, however, was still breathing. Twilight gasped. “Doctor! You’re…”

The Doctor coughed. “Ah, yes, but it’s no matter! I can just sort this right out. By the way, I’m going to… change.” He gasped and coughed again. “I’ll still be me, just a… different looking me. It’s too complicated to explain right now, but here we go!” A brilliant, golden light encased the Doctor’s body. Twilight watched in stunned silence as the Doctor’s body changed. When the light dissipated, the Doctor stood. “Haha! I love it. Always makes me feel great!” His coat was now bleach white, and his mane was red. But the most interesting change was the addition of wings.

“Oh! Would you look at that?!” the Doctor mused. The sounds of clanging broke his fascination.

The ponies gathered around the barrier, each murmuring something.

Rainbow was the first to burst out. “We have to help him!” She smashed her hoof against the barrier and received a painful shock. Undaunted, she struck it again, only to receive another shock.

Applejack jumped forward and grabbed Rainbow by the tail. “Stop it, sugarcube! You’re just gonna hurt yourself! You ain’t gonna help nopony like that!” She struggled to keep Rainbow from shocking herself again.

Rainbow fought Applejack’s grip. “He needs our help! Please! Let me try!”

--
Swordpoint faced Speartail. The two ponies stood in silence, each anticipating the first move.

“The ‘mighty’ Swordpoint a traitor,” Speartail taunted. “Tell me this, at least. Do you really think you will find ‘salvation’ in this place? How can anyone save you from yourself when you can’t even hold yourself together?”

Swordpoint stared into Speartail’s eyes. “My eyes have been opened. Life is worth living for more than this. There’s still time, Speartail. Lay down your weapon and surrender. Join me and help us save the lives of billions.”

Speartail laughed hysterically. “And why would I want to save these pathetic Equestrians?! Perhaps you’ve forgotten of the tyrannical Celestia’s cruel exile of our Princess? Really, Swordpoint, what led you to believe that Omnia would ever have you serve Celestia?” He chuckled again.

Swordpoint’s eyes narrowed. “I believed that Omnia understood the dangers which threatened not only this land, but our own. I thought that it was more important that we end this horrible nightmare. I see that even now, she manipulates the situation to suit her own ends.” He stepped closer to Speartail.

Speartail took another step closer as well. “Well I think we’ve chatted enough. Ready to die?” He raised his lance.

Swordpoint readied his weapon. “Let your lance speak for you.”

At once, Speartail dashed toward Swordpoint, quickly closing the gap between them. He thrust his lance toward Swordpoint, but Swordpoint easily deflected it with his own. Speartail was thrown off balance, and Swordpoint swung his weapon wide. Speartail attempted to dodge it, but he still received a gash in his side. He tapped his hoof to the wound and licked the blood, wearing an expression of pure insanity. Swordpoint swung his lance again, but Speartail easily blocked it. The two locked their weapons together, each snarling at the other.

“You could have avoided all of this if you’d just come with me!” Speartail shouted. “But just look where we are now. The Crystal Princess is dead, along with a few of your ‘friends.’ And when I finish with you, I’m going to kill the rest. I think I’ll take special care of that rainbow colored one.” Speartail licked his lips. “Oh, yes. I have special plans for that pretty mare.”

Swordpoint felt his rage burning inside him. “You wouldn’t dare touch a single hair from her mane,” he growled through clenched teeth. “Rest assured that I will do more than extinguish your life.” Swordpoint knocked away Speartail’s lance and thrust his own toward Speartail. Speartail deflected it yet again, and the two stepped back.

Speartail gave Swordpoint a murderous grin. “Oh, have I struck a soft spot? You care for her, don’t you? Well perhaps I should delay our little encounter for some fun!” His horn glowed black once more, and the barrier was gone. The ponies watching on gasped. Speartail stared at Rainbow with his twisted grin. “Well, hello, beautiful. You’re mine.”

Swordpoint’s rage exploded. His vision went red and he let out an ear piercing scream. “RAAAIINBOOOOOW!” he screamed.

Speartail, still wearing his insane smirk, quickly cast a magic spell. Rainbow was shocked when she saw that Swordpoint was frozen in place. Her friends beside her had stopped moving as well. She jumped into the air, but Speartail was too quick.

“Now, now, my dear, let’s not be so hasty,” he chided. His horn glowed again, and Rainbow was thrown to the ground. Before she could stand, manacles appeared from the floor and locked around her ankles.

Speartail calmly cantered to where Rainbow lied. Speartail giggled, and Rainbow swore he sounded like an insane child. “Yeeees, this is perfect. How do you like that, Swordpoint?” Speartail turned to face Swordpoint, giving him a smirk. He wheeled back around to look Rainbow in the eyes. “He can see this, you know. They all can. But not one of them can move. I have you to myself, and they will all watch.” He had started to drool, and he licked his lips. “You're going to scream when I kill you. Not quickly, of course. I’ll take my sweet time.” He touched his hoof to her snout and she tried to bite him. He quickly recoiled. “Ha, you’re a feisty one! No matter. You will still be mine."

Rainbow was sweating. She couldn't move, and she knew that the insane unicorn meant to kill her in front of Swordpoint. The fact of the reality just made things worse. "Someone help me!" she screamed.

Speartail laughed his insane laugh once again as he took a small knife from behind his armor. He lowered it to her chest and slowly began to drag it against her skin, leaving a thin red trail as he cut her. When he had reached her side, he quickly jerked the knife away, leaving a larger gash at the end. Rainbow screamed, and Speartail shuddered with what appeared to be ecstasy. "Oh, yes... this is going to be so much FUN!" He lowered the knife to her again, this time training it on her wings. Rainbow's eyes were filled with fear.

The Doctor suddenly sprung to life. He tackled Speartail to the ground and turned his sonic screwdriver on him. A blast of electricity shot from it, immobilizing the crazed unicorn. The Doctor then trained the sonic screwdriver on the manacles holding Rainbow down. They snapped quickly, and she got to her hooves.

“H-how did you—“ Rainbow tried to ask.

“This really isn’t the time, Rainbow! I’ll explain later!” the Doctor shouted. He galloped to the stunned Speartail. “Hm… I can’t say that I have a lot of experience with magic, but I suppose this is worth a try.” He touched the screwdriver to Speartail’s horn. There was a loud crack followed by the sound of galloping hoofsteps. Swordpoint was no longer frozen in place, and he was blinded by rage. When he reached Speartail’s disoriented form, he snarled and drove his lance into Speartail’s chest. Speartail howled in pain, but Swordpoint ignored him. He began to twist and jerk on his lance, tearing open Speartail’s organs. Speartail's screams grew louder each moment, and they began to grow gurgled and muffled as his throat filled with blood. The others looked away from the gruesome sight. Blood gushed wildly from Speartail's chest, but Swordpoint refused to stop. He continued his mad assault until Rainbow grabbed his lance.

“That’s enough!” Rainbow cried. Swordpoint turned his head to face her, and she was shocked by what she saw. His mouth was wide open, his teeth bared. His face was full of hate, but tears were streaming from his eyes.

Swordpoint stared at Rainbow for a moment and felt the rage begin to ebb. He dropped his lance, and it hit the ground with several clanks before settling silently.

Rainbow felt tears reach her eyes as well. “Thank you,” she whispered.

Swordpoint did not reply… instead, he smiled. Exhausted, he collapsed into silence.

Author's Note

At the suggestion of a reader, I removed the attempted rape. Probably better this way, anyhow. Now he just tortures her a little.

Also, I've noticed that double spaces are ignored by FimFiction's parsing system, so PoV changes are now marked with two hyphens (--)

Sorry, but I don't want to change the spacing.

Chapter 9: Parting Ways

Rainbow Dash sat next to Swordpoint. She watched as his chest rose and fell with each breath. She sighed and lightly put her hoof on his neck. Her chest still hurt slightly, although Twilight had healed the wound. Around them, Cadance’s guards were already cleaning up the mess and bringing out Speartail’s victims. Two guards in particular were arguing over how to dispose of Speartail’s mangled corpse,

Rarity and Applejack watched as Fluttershy’s body was carried away. Applejack held her hat in her hooves, and her face was turned toward the ground. Tears fell from her face to the hard crystal floor. Beside her stood Rarity, who mumbled under her breath about “being strong” and “not crying.” As the guards brought Fluttershy’s remains by her, she lost her composure and swung her hooves around Applejack, crying into her shoulder. Applejack returned the embrace, the two sobbing silently.

Spitfire sat at a table in the corner. She barely moved or spoke, and when Vinyl approached her, she turned her chair away.

Vinyl spun the chair back around. “Don’t go ignoring me, now.” Vinyl took off her glasses.

Spitfire gazed emptily at Vinyl before glancing at Soarin’s body. She let her head droop to the floor again.

Vinyl suddenly understood. “You two were together?”

Left with little choice, Spitfire met Vinyl’s eyes. “He… proposed to me last year. We kept it real hush-hush, because of the fame and all. Didn’t want all the press breathing down our necks. The wedding was next week.” She made a sound which was a cross between a sob and a chuckle, and when she spoke again, her voice broke. “Not anymore, it looks like. Please, I just… wanna be alone for awhile.”

Vinyl nodded and walked to the Doctor. “So… wanna explain what the buck this is all about?” She pointed her hoof at his new body.

The Doctor simply smiled casually. “What? You mean this new body? Yeah, it’s pretty great, right? I have wings now! I bet I could fly if I wanted!” He practiced extending and folding the wings.

Vinyl quickly grew irritated. “Look, you were dying, and then you… change the way you look and you’re fine? And how did you get out of that paralyzing spell?!”

The Doctor smiled wider. “Oh, come on, don’t you know anything about time lords?” He continued to test moving his wings as he spoke.

“Time… what?” Vinyl repeated. She scratched her head lightly.

The Doctor sighed. “Unbelievable. You’re a race of animated, talking ponies who can use magic to do just about anything, but you’ve still never heard of the time lords.” He shook his head disapprovingly. “Well, to put it simply, I’m a time lord. When we’re dying, we can enter a regeneration process which completely rebuilds our cells. Only downside is that we get a whole new body… and sometimes, a new personality. Although I must say, I’ve never had wings before. Maybe I should hurt myself to see if I can get one of those fancy magic horns like you!” He eyed her horn curiously.

“But that still doesn’t explain the—“ Vinyl began, only to be cut off by an irritated Doctor.

“The what? The paralysis spell? Simple stuff. I’m still in the early stages of my regeneration process. That spell he used just shuts down your nerves. When he disabled mine, they just repaired themselves. Easy as that.”

Vinyl opened her mouth but closed it again quickly. Still scratching her head, she walked away.

Twilight stood over Cadance’s body in silence, eyes watering. “If only I’d paid more attention… I could have saved you.” She placed her hoof on Cadance’s back, and she felt a piece of parchment. “Huh? What’s this?” She picked it up and brought it to eye level. It was addressed to her. Twilight read it to herself.

Dear Twilight,

If you’re reading this… I’m probably dead. I don’t know how the reaplings would have managed to break my barrier, but they’re strong. And what’s worse is that they’re attacking Ponyville and Canterlot. They’re fighting to break through Celestia’s barrier in Canterlot, and they’re sending another platoon to attack Ponyville. And what’s more, is that with my death, the barrier protecting the Empire will be useless. If they haven’t broken through the supercharged barrier, they will when my additional magic dissipates.

The Crystal Empire needs protection, as do Ponyville and Canterlot. With a little help from Celestia, the crystal ponies, and the natural magical energies of the Crystal Castle, I managed to create three teleporters in the throne room. One links to Canterlot, one to Ponyville, and one far to the north near the site of the supposed ruins you’re looking for.

I hate to ask you to split up from your friends, but ponies are dying, Twilight… I wish this wasn’t all placed on your shoulders, I really do. But there’s nothing I can do about it, now. So I have one last thing I want to tell you. Don’t cry for me. Just fight for me. Fight for your friends. Fight for all of Equestria. I love you, Twilight. Always have and always will, kiddo. I’ll be watching you from above, so make me proud!

Signed, Cadance.

Twilight swallowed hard. “Everyone? I found what Cadance wanted to tell us.” She was met with melancholy stares and teary eyes, and she nearly lost her nerve. “I… I know this isn’t easy, but we still have a job to do. All of us.”

Rainbow glanced down at Swordpoint. “I know we gotta stop them, but this… this wasn’t even caused by those reapling things. This was… one of those Ponynesians.”

Applejack put her hat back on her head. “Speakin’ of, sugarcube, we need to talk about him.” She nodded toward Swordpoint. “Ah reckon that he’s dangerous.”

Rainbow saw red. She burst into the air and dashed at Applejack. Her hoof collided with Applejack’s face, knocking her to the ground. The others gasped, and Rarity grabbed Rainbow as she raised her hoof again. Applejack’s eyes were wide and she held her hooves in front of her face.

“Stop it, Rainbow!” Rarity cried. “We’ve been through enough without fighting each other!”

Rainbow looked at Rarity and was filled with guilt. She held her hoof out to Applejack and helped her up. “Look, I’m sorry… Maybe that was too much. But I’m still alive because of him.”

Applejack lightly brushed her face. “Ah know, sugarcube, but… even he said he did some pretty awful things. If he’s a killer, then… Ah reckon he ain’t that safe of a companion.” Applejack instinctively raised her hooves again in anticipation.

Rainbow Dash bared her teeth, but a stern look from Rarity calmed her once again. “He’s changed!” she pleaded, “I know he has!”

Applejack gave her an unsure glance. “Well… Ah suppose we can let it be for now, but… Ah still don’t like it. He said he’s killed mares and foals. Definitely not the type ‘o pony I’d like to hang around.”

Twilight calmly trotted next to Rainbow. “Listen, I have something important we need to discuss.” Rainbow nodded to her. “I found this letter behind Cadance’s wing. We all need to have a talk.”

--
“Sir, what is your plan?” the soldier asked. He bowed low to his overlord. The swirling greenish-black on the floors gave the room an eerie glow.

His master wore a sinister smile. “Fear not. I have at last discovered their hiding place. As I suspected, they have transcended us. They escaped their destruction through the nexus.” The shadowy figure stood from its throne. “And we now have the means to erase them.”

The reapling soldier glanced up at his master. “When will we be ready to strike?” A twisted grin met his lips.

The master smirked. “Within two days. Now, then. How goes the assaults on the main cities?”

The soldier stood. “Their capital is protected, but the shield will not last forever. We will breach it by nightfall. Once the Princess falls, the land will soon follow. We also have a platoon en route to the rustic settlement near the capital. They will be there in minutes. With their night princess dead, they stand no chance.”

The reapling leader grinned. “Perfect. What of the crystal city?”

“We were unsuccessful in our attempts to breach it, but it seems that their princess has been killed, as well. The barrier should dissipate by nightfall.” The soldier began to drool.

His master smiled wide. “Good! See to it that nothing remains. I know those bothersome flies are taking refuge in the crystal city, so I would especially like to see them wiped out.” He spun around and walked to his throne again. As he reached it, he turned his head back. “There may be a swift promotion for you if you accomplish this task.”

The soldier reapling smiled viciously. “I will not disappoint you, milord.”

“I’ll hold you to that, grunt.”

--
Derpy Hooves held Dinky close as the filly cried. “Shhh… Mommy’s here, Dinky. It’s okay.”

The filly looked into her mother’s eyes fearfully. “Mommy… I’m so scared!”

Derpy hugged Dinky tightly. “Dinky… We’re going to be okay. I promise you. Things may get ugly, but we’ll be okay.” The young filly was streaming tears. Derpy glanced out her window to witness a terrifying sight. A wave of black creatures was descending upon Ponyville. Derpy felt sick, but she dared not show it. “Okay, Dinky,” she whispered, “we need to be very quiet. Come with me, okay?” Dinky nodded, still teary eyed. Derpy stood and and brought Dinky into her bedroom. She quickly dove beneath the bed and lied there in silence.

Dinky stared wide eyed at her mommy. “Mommy?” she whispered. “Am I… going to… die?”

Derpy felt a pang of fear and pain. “No, Dinky. I won’t let them hurt you.” This sentiment did not seem to ease the filly much, although she did fall silent except for the occasional whimper.

They lied underneath the bed for what felt like hours until there was a crash from downstairs. Oh, no… Derpy thought, they’re inside, now. She could hear the loud footsteps as they ascended the stairs slowly. The creature drew closer and closer until she could hear it breathing. When it had reached the door to her room, it swiped it with its massive claws, breaking the door in half. Derpy put her hoof over Dinky’s mouth to stifle her scream.

Derpy looked out from beneath the bed. She could see the creature’s legs, which were long, black, and shadowy. It looked as if the creature was made of black flames. It stomped slowly around the room, throwing furniture aside. It’s going to find us, Derpy resigned. She glanced at her scared filly for a moment before deciding that she had no other choice. She hugged Dinky tightly and whispered “Never forget that mommy loves you, Dinky. Ever!

“Mommy?” Dinky whispered back. “What’s going on?” Pure terror filled her face.

Derpy looked away. She couldn’t bear it anymore. Acting quickly, she jumped from beneath the bed and threw open the window. She tossed Dinky outside toward some nearby bushes. “I’m sorry, Dinky! Run!”

The reapling roared and bared its claws. Derpy stood on her hind legs and spread her forehooves. “Come on, ugly. I’m ready.”

The reapling swiped its claws deftly, and a large swath of blood splattered on the wall.

Outside, Dinky was screaming. “MOMMY!!!!!!!!” Her scream was met by an infernal roar, and she quickly turned and ran. She ran as far as her legs would take her, ignoring everything around her. By the time she opened her eyes, she was at least a mile away from Ponyville. She could see a cloud of the creatures descending upon the town.

Dinky collapsed. “Mommy…” she whispered as she began to sob.

--
Celestia watched as her barrier began to crack. The reaplings had not given up their assault yet, and they were close to breaking through. She turned to her guards. “All of you… I’ve been a fool. Because of my arrogance, we face our doom today. So I give you this last request. Protect the citizens of Canterlot. Leave me to my fate, but save as many of them as you can. This is an order from your princess.”

There was a great deal of murmuring among the guards, but Celestia stomped her hoof and it quieted. “I said go! Leave the castle and protect my subjects! It’s time I stood on my own.” She looked over her guards, seeing nothing but questioning glances. Her gaze fell to the floor. Invoking her royal Canterlot voice, she commanded her guards once more. “LEAVE THE CASTLE NOW! PROTECT MY CITIZENS! THIS IS AN ORDER FROM YOUR PRINCESS!”

Immediately, the guards scrambled from the castle. They galloped toward the city square, leaving Celestia alone. She trotted outside and stared up at the cracked and decaying barrier. “This is it. Twilight, I hope you’re still alive somewhere… And that you can save them. Save my subjects.”

As the reaplings gave a final push, the barrier shattered into millions of crystalline, pink shards. Celestia stared at them as they fell slowly to the ground and closed her eyes.

--
Twilight stood in the throne room of the crystal castle with her friends. About twenty minutes had passed since the guards finished cleaning up after Speartail’s bloodshed. She looked around the room at the tired faces of her companions, seeing all the hurt and pain the past few days had brought. She swallowed the lump in her throat. “My friends… we’ve seen a lot of hardship. Death, pain, destruction… All in the name of our cause.” She took a step forward. “As you know, Ponyville and Canterlot are either under attack now or will be soon. And the empire itself is also at risk. But not only that, we still have our duty ahead of us.” Twilight had to swallow again before she could continue. “We’re going to have to part ways. Some of us will go to Ponyville, some to Canterlot, and some to the far north. The rest of us will stay here.”

Rainbow Dash felt her stomach clench, and she wrapped a hoof around Swordpoint’s midsection. He pulled her close to him in response.

Applejack stepped forward. “If Ponyville is under attack… Sweet Apple Acres is next. Granny Smith… Big Mac… Apple Bloom… I can’t let these here reaplings hurt them. Sorry, Twi.”

Twilight nodded. Spitfire took a step toward Twilight. “I’m going to Canterlot. I’m going to protect my hometown… And Soarin’s.” A tear came to her eye, but she shook it off.

Rarity raised her hoof. “Twilight… Sweetie Belle is… I mean, I…” She cleared her throat and composed herself. “I must go to Ponyville. My sister… I can’t let Sweetie Belle face this alone.”

The Doctor flapped his wings idly. “I’ll stay here, Twilight. The crystal ponies could use as much technology as they can get. They aren’t fighters, and that barrier won’t hold forever.”

Vinyl removed her glasses and glanced at the Doctor. “Well… I guess I’ll stay here with the Doctor. I might be able to help him keep the barrier up.”

Twilight eyed Rainbow and Swordpoint. “And what about you two?” she asked.

Rainbow started to speak, but Swordpoint stopped her. “We shall travel north. It is… our duty.”

The others exchanged suspicious glances. Applejack asked “Your duty? What do you mean by that?”

Swordpoint sighed. “I’ve been having these dreams. I thought they were mere nightmares, but… it seems that they are far more. I’ve seen everything that has come to pass thus far. I cannot deny them any longer.”

Rarity huffed. “That’s ridiculous! I’m right, aren’t I? Tell him, Rainbow!”

Rainbow sighed. “You’re wrong, Rarity. I’ve had them, too, and he’s telling the truth. It’s always just the two of us, which must mean that the rest of you have to go and defend the rest of Equestria.”

Twilight calmly cantered to where Rainbow and Swordpoint stood. “Are you sure about this, Rainbow?”

Rainbow gave Twilight a confident stare. “I’m more sure than I’ve ever been in my life.”

Twilight nodded. “Then I’ll go to Canterlot. We don’t have any time to lose, so we should… say our goodbyes and go our separate ways.”

The ponies nodded in agreement. Each of them came together in a small circle.

Vinyl spoke first. “You know, guys… if today is the end, I can die knowing that I tried. I won’t lie and say I’m not scared. I’m wetting my dress right now with fear. But just knowing that I did something instead of sitting around… it’s comforting. I love you all, and I’ll see you on the other side.”

Applejack was the next to share her sentiments. “Ah’ve seen some nasty things on this little trip… But Ah’ve also seen some true wonders. The love we share ain’t never gonna die, even if we do. Goodbye, y’all.”

Rarity came next. “All of you… you’re so wonderful. I know I’m no fighter, and I’m certainly not a great mage like Twilight, but… I hope that my presence has made a difference. I don’t expect to return, so I want you all to know that I love you and am proud to have called you my friends.”

Spitfire stepped up. “You guys… you’ve amazed me. You lost so much and yet you kept fighting. I’ve had my world taken from me today, but I know I can’t just lay down and die. Soarin would kick my flank if I did. So I want you to know… you’ve really inspired me in a way I never thought possible. If we’re all going down, meet me at the bar in tartarus. Drinks are on me.”

The Doctor smiled gingerly. “As a creature not from this world… I’ve learned a great deal in my time here. Time lords live such long lives… but truly, in my few years here, I have learned more than in my 900 years of travelling the universe. You’re all wonderful, and I want to say thank you. Let’s go get these guys.”

Twilight hung her head, trying dearly to fight tears. “When I first came to Ponyville… I didn’t even care about friends. I just wanted to do my duty and return to my studies. But now… I’ve found that friendship is so much more. Having friends who love and care for you… it’s unparalleled. It’s so hard to say goodbye… so I won’t. We’ll meet again one way or another. I swear it.”

Rainbow leaned against Swordpoint. “I… This has all gone so far in a couple days. I know that there isn’t a great chance we’ll all see each other again, but I’m not giving up hope. You know that I’m loyal until the end, and I won’t give up until these reaplings are dead. All of them. They’re gonna pay for what they did to our friends.”

Swordpoint gazed at Rainbow for a moment before realizing that the eyes of the other ponies were on him. He cleared his throat. “I am an evil pony. I’ve committed terrible acts in my past, and I will never wash my hands of my crimes. The most that I can do is try to save all of you, who have shown me that there is another way. If I perish, do not shed your tears. Instead, rejoice that I have finally found peace.” Rainbow sobbed quietly next to him. “You… all of you… you are my friends. I’m proud to say this. I hope that I may save your lives… and the lives of all Equestrians. Farewell… all of you.”

The ponies hugged one another and said their own individual goodbyes before walking to their teleporters. Rainbow Dash gave one parting glance to the others before she took Swordpoint’s hoof and stepped into the circle of white light on the floor. The light intensified and she closed her eyes as the world went dark.

Chapter 10: The Battle for Ponyville: Part 1

Applejack and Rarity emerged from the darkness to find themselves in the center of Ponyville… But it did not look like they remembered. All around them, ponies were running and screaming as reaplings ravaged the streets. The buildings were ablaze, and the smell of soot and ash was pungent. In the sky hung what appeared to an ominous black cloud. Upon closer inspection, they discovered that it was a swarm of reaplings.

Applejack smiled at Rarity. Her lime green eyes looked terribly weary. “Well, ole gal, Ah think this is gonna be it for us.”

Rarity returned the smile, sharing the same exhaustion and pain as Applejack. “Yes, it seems that… this is the end. But we’re certainly not going out without a fight.”

A smirk came to Applejack’s lips. “You’ve got it,” she affirmed. To her left, a reapling shambled after Carrot Top, who was galloping at full speed.

Rarity took off after them, with Applejack close behind. “Hey, tall, dark and slimy!” Rarity taunted, “Why don’t you try picking on a pony who can fight?!” She picked up a rock and threw it at the reapling. It bounced off the reapling’s head, and the creature skidded to a halt before spinning around to find its attacker.

Rarity stood her ground as the reapling shrieked. It bared its teeth at her, and a broken piece of a house caught her eye. She hastily picked it up with her magic and tossed it at the reapling. The board lodged in the creature’s mouth, and it choked for a moment. Wasting no time, Applejack galloped toward it and leapt into the air. She spun in midair and bucked the reapling in the neck. The board shattered and its mouth and throat filled with sharp pieces of wood. The reapling gagged and choked as the wood sliced open its throat. Black blood began to fall from its mouth, and it fell to its knees, desperately clawing at its throat in an attempt to remove the wood.

A scream rang out from behind them, and Rarity felt her heart stop. She wheeled around and galloped as fast as she could. “I’M COMING, SWEETIE BELLE!” she shouted. She could see her sister pinned to the ground by one of the reaplings. It was lowering its head, saliva dripping from its mouth. Rarity put every ounce of energy she had into her running. Despite her efforts, she wasn’t close enough. The reapling began to sink its teeth into Sweetie Belle’s chest, but it was suddenly knocked away with a meaty thud.

Rarity stopped abruptly, shielding her eyes from the dust cloud she’d created. Applejack trotted to her side and bucked the reapling in the throat. She heard a crunch and the reapling swung its claws wildly and gasped. When the dust cloud cleared, Rarity was surprised to see a red stallion with a blonde mane.

Applejack ran to her brother with teary eyes. “Big Mac!” she cried, “yer alive!” She threw her forehooves around him for a moment.

Sweetie Belle lie stunned, with several small trickles of blood running from her stomach. Rarity swiftly picked her up and hugged her tightly. “Oh, Sweetie Belle, thank goodness!” Rarity cried. “You have to get out of here! Run as far away as you can!”

Sweetie Belle gave Rarity a confused stare. “But… you’re coming, too, right? You can’t stay here!”

Rarity shook her head and put Sweetie Belle down. “I’m afraid my duty is here. I simply cannot allow this slaughter to continue.”

Sweetie Belle jumped onto Rarity. “No! You’ll die if you stay here!” she squeaked. She grasped Rarity’s leg tightly. “You’ll die just like Apple Bloom did!”

Applejack released her brother. “Wait, what did you say?” Her mouth fell open with horror. “Apple Bloom is… dead?”

Big Mac put a hoof around Applejack’s neck. “…it’s true. Sweet Apple Acres is gone, AJ.” He gave her a small shake. “But we gotta focus right now.” He nodded toward the town square, where more than a dozen reaplings were tearing ponies apart. “We need to help them.”

Carrot Top came galloping toward them from the direction of Sugarcube Corner. “Hey, I didn’t even get the chance to say thanks! You saved my flank!”

Rarity smiled. “It’s nothing. But… perhaps you could do me a favor?” She glanced at the filly clinging to her foreleg. “Take her and run. Get her away from here to somewhere safe.” She gave Carrot Top a pleading look.

Carrot Top looked at Sweetie Belle, who clung desperately to Rarity, and then back at Rarity, who was on the verge of tears. Carrot Top nodded and grabbed Sweetie Belle and pulled with all her might. The filly finally lost her grip and was pulled away. She kicked and struggled, but Carrot Top held a firm grip on her.

Sweetie Belle’s expression was one of pure terror. She screamed Rarity’s name for as long as she remained in sight. Rarity wasted no time on sentimentalities. She pointed at the square. “Let’s go, Applejack!”

Applejack ran toward the square immediately. Directly ahead of her, Lyra was pinned beneath a reapling much like Sweetie Belle was. Lyra saw Applejack and cried for help. The reapling noticed Applejack approaching and howled angrily. It grabbed Lyra with its claws and squeezed her. Lyra let out an ear piercing scream. Applejack continued her gallop, but before she could reach it, she heard a snap, and blood shot from Lyra’s eyes, mouth, nose, and ears. The reapling released her, and Applejack saw with horror that Lyra was covered in blood and had bones protruding through her skin. Her shape was mangled.

Applejack gritted her teeth and reached inside her hat. She retrieved her lasso and immediately spun it in the air. The reapling saw the lasso and quickly leapt skyward, flapping its wings. “Oh, no, ya don’t, ya varmint!” Applejack shouted as she tossed the lasso toward it. The rope flung into the air and just barely managed to catch the reapling’s foot. She pulled with all of her might, but the creature began to lift her into the air. Big Mac, having followed close behind her, wrapped a hoof around her leg and pulled her back to the ground. He grabbed the rope from her and yanked as hard as he could. The reapling was thrown to the ground and its bones snapped, crippling it.

Applejack sprinted toward the downed reapling, but before she could reach it, a pinkish-purple pony flew through the air and landed square on its face. The mare flicked her pink and white mane back and huffed. “Hello, ponies,” Cheerilee called with a smirk.

Applejack’s mouth hung askew. “Ch-Cheerilee?” she stammered in utter disbelief. Cheerilee was covered in blood, both red and black, and she had several open wounds which trickled blood. “What on earth…?”

Cheerilee huffed again. “What? You think that just because I’m a schoolteacher that I’m weak and helpless? I learned how to fight back in my heyday.” She jumped down from the reapling’s face and quickly approached the three stunned ponies. “I’m sorry about Sweet Apple Acres, and about Apple Bloom. I tried to protect her, but they were just too fast. I watched these things kill half of my students… and I’m not going to let them get away with it.” She stamped her hoof sternly and grunted.

Applejack nodded. “Alright. So what’s the plan, y’all?” She looked around at the others.

Big Mac stepped forward. “Most ‘o Ponyville’s in ruins. They’re concentratin’ on the market, seein’ as how it’s the only thing left.” He pointed his hoof toward the center of town, where the smoke and screaming were the thickest.

Cheerilee huffed. “But we need a plan of action! We can’t just rush in and expect everything to turn out okay!” She stamped her hoof. “Rarity, you see to getting the survivors out of the village. I’ll cover you while Applejack and Big Mac try to put a stop to the reaplings destroying the town. How’s that sound?”

Applejack glanced at her brother. “Well, big brother? You ready to give it all you got?”

Big Mac smiled wearily. “Eeeeyup,” was his only reply.

Rarity nodded at Cheerilee. “I’ll do my best.”

Cheerilee smiled. “Alright, then. Let’s go!” Cheerilee sprinted toward the market without so much as a second thought.

Rarity was surprised by Cheerilee’s swiftness, and she took off at full gallop, trying to catch up with her.

Applejack nodded to her brother and headed toward the market. Big Mac followed close behind her.

Author's Note

The next few chapters are going to alternate between Rainbow and Swordpoint and the other three groups. The main story will follow RD and SP, but the other characters' fates are important, as well.

Chapter 11: Welcoming Party

Rainbow Dash felt the familiar jarring sensation of teleportation. She clasped Swordpoint’s hoof tightly until she felt her hooves touch solid ground. She opened her eyes to a shocking sight. She stood in a wasteland, surrounded by burnt trees, scorched earth, and jagged peaks.

Swordpoint released Rainbow’s hoof and closed his eyes. “I am home,” he said aloud, more to himself than to Rainbow.

Rainbow couldn’t speak. This horrible place… is his home? Everything reeked of death and fire, and there were no living creatures or plants in sight. Rocky mountains reached skyward in the distance, absent of snow or trees. Rainbow glanced at the sky, and she immediately noticed that the reaplings’ home was no longer directly above them. It was still visible, but it was further to the south.

Swordpoint tapped Rainbow’s shoulder lightly, and she jumped as if she’d been electrocuted. “I’m sorry, Rainbow. I did not mean to startle you.”

Rainbow smiled lightly. “No, it’s fine. I’m just… kinda shocked. You lived here? In THIS place?”

Swordpoint nodded. “Yes… All my life.” He held out his hoof toward the distant desert. “This is Ponynesia.”

Rainbow took a single step forward. “But… what happened here?! It wasn’t always like this… was it?”

Swordpoint shook his head. “I do not know. For as long as I have lived, this land has been ravaged. Forgive me, but there was something I wanted to ask you.”

Rainbow faced Swordpoint again. “Uh, sure… what was it?”

Swordpoint cleared his throat, shifting his gaze. “I… I wanted to ask you to forgive me.”

Rainbow was sure she misheard. “Wait… for what?”

Swordpoint finally brought his eyes to hers. “For my harsh words. I at last understand your feelings… and I should never have been so craven. Rainbow, I want to stay by your side.”

Rainbow’s heart raced. She wasn’t sure if Swordpoint was actually saying the words she was hearing. “You… want to stay?”

Swordpoint nodded. “Look around. This land is dying, and there is nothing for me here. I wish to stay with you in Equestria, and leave behind this foul place for the rest of my days.”

Rainbow was dumbfounded. The stallion for whom she had fallen was at last beginning to say the things she wanted to hear, and she found herself unable to reply. She felt that her heart would certainly explode.

Swordpoint was somewhat confused by Rainbow’s lack of speech. He placed a hoof on her shoulder and tilted his head slightly. “Are you alright?”

That would be putting it mildly… Rainbow thought. Finally, she opened her mouth and forced herself to speak. “Swordpoint, are you sure that this is what you want?”

Swordpoint’s stern expression loosened. He managed to give Rainbow a small smile. “More than anything. If we survive, I want you to show me everything about friendship. I wish to know what it is like to live in a world where domination and power do not rule. I want to be… your friend.”

Rainbow couldn’t restrain herself. She threw her forehooves around Swordpoint. “I want to be your friend, too!” she shouted.

Swordpoint was not ready for Rainbow’s embrace, and he recoiled somewhat when she hugged him. “Is this… what friends do?” he asked, notable uncertainty in his voice.

Rainbow’s face turned bright red. “Um, yeah! It’s called a hug!” She quickly released him, grinning sheepishly.

Swordpoint was filled with a sensation he’d never experienced. He felt warm… but he felt the warmth inside of him. It was like a wave, washing away all of his doubts and fears. In that moment, there was only him and Rainbow. He wanted desperately to put his feelings into words, but his mind could not find the proper terms.

He closed his eyes and immediately felt something calling to him from beyond his reach. He could not understand the words it spoke, but he saw a blurry image of a ruined city. He hastily opened his eyes again and turned back to Rainbow. “I’m sorry, but we must not forget our duty. Your friends… Our friends may be dying for us at this very moment. We must press onward.

Rainbow smiled, undaunted by Swordpoint’s reminder. “You’re right. Maybe now isn’t the time for this. We should go.” She stole a glance at Swordpoint before spreading her wings and taking flight.

Swordpoint panicked. He shot into the air after her like a bullet. He reached out his hoof until he could grasp her back leg.

“Hey, what are you doing?!” she shouted. She tried to pull her hoof away from him.

“You must return to the ground!” Swordpoint cried. He struggled to hold onto her leg. “Flight is forbidden in Ponynesia! The royal guardians will be able to locate us!”

Rainbow grunted. “So what?! We can take ‘em!” She shook free of Swordpoint’s hoof.

Swordpoint desperately tried to keep up with her, but she was much faster than he. “Did you forget what Speartail did?! The royal guardians are not to be taken lightly! If it were not for the Doctor, you would not be breathing, now! Please, listen to me!”

Rainbow chuckled and searched the landscape for any signs of the ruined city. She could see nothing more than deserted wastelands all around them, however. There was a flash at the edge of her vision, and she slowed down as she turned her head to examine it. This gave Swordpoint the time he needed. He caught up with her quickly and wrapped a forehoof around her midsection before diving toward the ground. The light whizzed above them, mere inches away.

Rainbow kicked free of Swordpoint and spiraled toward the ground before landing softly below. Swordpoint landed nearby with a hard clop. “What was that thing?!” Rainbow shouted.

Swordpoint pushed her hindquarters urgently. “We must run! They’ll be upon us any minute!”

Rainbow only gave Swordpoint a confused stare. “Wait… who?”

Flustered, Swordpoint grabbed her hoof and pulled her. “I told you not to fly! That light was a magical spell! It would have torn your wings from your body! They’ve spotted us, and they will not let us go now that they’ve seen us breaking the law!”

Rainbow began to run on her own. “But wait, who are we talking about?! Those royal guardians?”

Swordpoint nodded rapidly. “Yes! The punishment for breaking the law is death, and the royal guardians play judge, jury, and executioner!” He glanced at the sky and saw exactly what he feared. Two pegasi clothed in the black armor of the royal guardians were approaching quickly, weapons drawn. Swordpoint stopped in his tracks and extended his wings. He concentrated his energy as quickly as he could and conjured his lance.

The royal guardians sped toward them with supernatural speed. Swordpoint raised his lance and prepared himself for battle. He could feel his muscles tensing, and a rush of pure adrenaline began to flow through him, seemingly slowing down everything. But just before they collided with Swordpoint, the royal guardians landed in front of him. One of them had a set of ethereal wings which dissipated shortly after landing.

Swordpoint was on a pure adrenaline high. “What do you want?” he spat. He recognized the pegasus, although the unicorn was unfamiliar.

The pegasus stepped forward. “Her mistress Omnia has been awaiting your return.”

Swordpoint stood his ground, crouching low to the ground. “I have no words for her, or for you… Flayer.”

Flayer tossed his lance to the unicorn, who quickly grabbed it with magic and caused it to disappear. “We are eager to learn what you have discovered about that object. And who is your companion?”

Swordpoint glanced back at Rainbow, who stood silently behind him. “None of your concern.”

The unicorn pointed to Swordpoint. “Please. You think that Omnia is blind to everything in Equestria? Did you think she would not know that you murdered Speartail?” His voice was raspy and cold. “And you can’t even recognize me. How dare you serve Celestia? You realize that you have committed high treason. You are the most wanted stallion in the country… and it will be Flayer and I who deliver your head to the Mistress Omnia.”

Flayer snuck a glance at the unicorn. “Well… that is partially correct, Slasher.” He conjured his lance quickly and thrust it at the unicorn. Slasher was caught off guard, and the lance easily slid through his vulnerable stomach.

Slasher gasped. “Brother… you… traitor…” He collapsed to the ground, a puddle of blood quickly expanding beneath him.

Flayer stared uncaringly at the body of his brother. “I will reap the reward, and I had no intentions of sharing it.”

Swordpoint spat at the ground. “Just as ruthless as ever, I see. You are damned.” He readied his lance.

Flayer lunged for Swordpoint, who swung his lance wildly. Flayer teleported behind Swordpoint, however, and swiped his lance at Rainbow Dash. Rainbow hastily jumped backward, and Swordpoint wheeled around to face Flayer.

Swordpoint’s teeth were gritted. “Leave her out of this!” he growled before creating a magical explosion where Flayer stood. Flayer sprung into the air just before the explosion and pointed his lance at Rainbow Dash before exploding in her direction like a bullet. He swung the lance toward her throat, but Swordpoint deflected it with his own.

Rainbow jumped up and began to flap her wings. “C’mon, Swordpoint, can’t you give me a weapon or something?!” she shouted. I’m tired of you always saving me. I am NOT a helpless filly, and I’m going to fight WITH you this time!

Swordpoint quickly conjured an ethereal dagger and tossed it to Rainbow, who caught it deftly. “Do not try to fight him head on!” Swordpoint ordered. “He will overwhelm you! Remember, he was trained for combat from birth!”

Flayer sighed. “Why must you talk so much? You used to be so quiet, Swordpoint. It’s a shame. Although I can silence you again.” Flayer rushed toward Swordpoint, his lance extended. Swordpoint raised his own, ready to deflect the attack. Before Flayer reached Swordpoint, he disappeared in a flash.

Swordpoint, thinking quickly, spun around. Flayer was just reappearing from his teleport, placing him feet behind Rainbow Dash. “RAINBOW! BEHIND YOU!” Swordpoint shouted.

Rainbow jumped forward and rolled to face behind herself. Flayer approached quickly, but Swordpoint slammed his lance again the hilt of Flayer’s. Flayer clumsily dropped his weapon from the impact, and Rainbow wasted no time. She seized the opportunity and drove the dagger into Flayer’s exposed chest.

Flayer only grunted and grabbed her hoof. He yanked on it and pulled out the knife in one swift movement. Blood flowed freely from his chest. He opened his wings and began to glow black once more. “We have seen the healing spell used by the unicorn. What a clever tactic. If only you’d spent more time researching magic, perhaps you would match my skill in its art.

The black aura surrounding Flayer concentrated on the wound in his chest. He waited for it to close up… but it didn’t. Instead, the flesh around it began to turn black and decayed, and he felt sickly. “Wha-what is this? The spell… it should have worked…” He coughed weakly before leaning over and vomiting a mess of green and sickly blood.

Swordpoint watched Flayer writhe in pain. “You have poisoned yourself. The darkness inside you infected your magic. It is very well the same as rubbing venom into a wound.” He placed his lance to Flayer’s neck. “I will end your suffering.”

Flayer grabbed the hilt of the lance and shoved it into Swordpoint’s chest before standing once again. “You forget yourself, Swordpoint…” He coughed again. “I have a duty, and I will not rest until it is complete. Even if I succumb after your death.” Flayer picked up his lance and unsteadily faced Swordpoint.

Swordpoint sighed. Flayer’s sad state served only to remind him that he, too was once like Flayer. He no longer felt hatred for the stallion, instead feeling it replace with pity. “You can hardly stand. You will never keep pace with us.”

As if this was a direct challenge, Flayer jumped into the air at once. He tried to flap his wings, but he couldn’t gain any height, only slowing his descent to the ground.

Rainbow stood behind Flayer. She caught Swordpoint’s eye and nodded. When Flayer landed on the ground again, he stumbled forward several steps. Rainbow hastily closed the gap between the two of them, wrapped a forehoof around his head, and used the dagger to slit his throat.

Flayer placed a hoof to his bleeding neck, which had already begun to turn black and sickly. The venom was spreading quickly, causing total agony within him. As the poison ravaged his organs, he felt as though his insides were on fire. He collapsed to the ground, where he lie, twitching and bleeding, until his blood had run dry.

Swordpoint gazed at Flayer’s remains. Though he no longer lived, the poison still ran through him, corrupting him and causing his body to decay. “This is the truth behind evil,” Swordpoint said, more to himself than to Rainbow. “It corrupts the body and mind. Using such an evil will to call forth healing magic just gives it an entry point.” When Swordpoint had finished talking, the only thing left of Flayer was his skeleton. The poison had eaten the rest of his body like an acid. “Evil is a hungry force. It always wants to consume more.” He lingered for a moment before walking away from the skeleton. “We should depart before they send any more teams after us. I’m certain Omnia already knows of this intrusion.”

Rainbow Dash nodded. “No problem here. We should get a move on.” She glanced at her wings for a moment. “And, uh… I’m sorry. Is there any way we can fly low without being noticed? Maybe just a few feet off the ground?”

Swordpoint nodded. “Yes. The magic doesn’t detect anything under a distance of twenty feet to the ground. Just be sure to stay low enough. I may not be able to save you from another of those magic turrets.”

Rainbow raised an eyebrow. “Did you say… magic turret?”

Swordpoint nodded grimly. “Yes. It’s a tower which harnesses the natural magic of the earth to attack enemies. The spell which tears off wings is commonly used in them.” He pointed in the distance. “Now let us depart. They will be searching for us.”

Rainbow took a final glance at Flayer’s skeleton. “The price of evil, huh…” She shrugged and took off from the ground, making sure to stay close to the earth. Swordpoint followed behind her.

--
Omnia sat on her throne, watching through Flayer’s eyes as he fought with Swordpoint and his pegasus companion. She enjoyed the violence, and shuddered with pleasure when Flayer killed his brother. After the battle had ended, she broke her spell and stood. “Well, that’s certainly a warning I should give to the guardians…” She stopped and considered this for a moment. “On second thought, that was so delightful to watch. I would not mind seeing it again.” She daintily trotted down the staircase toward the double doors which led to the castle foyer.

Omnia motioned to the door guard, who immediately stepped forward and opened the grand double doors with his magic. He entered the doors ahead of her and cleared his throat. “Attention! Her royal highness, the Mistress Omnia!”

Omnia entered behind the unicorn, tossing him aside with her magic. The knights and royal guardians stood in the foyer, bowing low to her. “My faithful servants! I have orders for you.” She scanned her loyal guards and guardians, seeing unwavering fealty. “Your commander, Swordpoint… He is a traitor. I want his head… although I’d prefer to see him captured alive with his companion, a blue pegasus with a rainbow colored mane. I will reward their captors generously.” A smile danced across her black lips. “And I do not care who brings them to me, nor do I care what methods you use. Just keep them alive. I will show Swordpoint the price that traitors pay in Ponynesia.”

Her guards and guardians saluted in unison. “All hail!” they shouted together. They swiftly stood and departed the room through the castle’s grand double doors.

Omnia couldn’t stop smiling. She could see that Swordpoint cared for his companion, and she wanted nothing more than to use that to make him suffer. It’s a pity. I had such faith in you, but you dared to serve that wench I once called “sister.” My kingdom is safe, and I don’t care if Equestria burns to the gods-damned ground. It will be mine soon enough. She let out a small chuckle and trotted casually back into her throne room, slamming the door behind her.

Author's Note

...

Soon, my friends. It will all be over soon. One way or another.

Chapter 12: The Battle for Canterlot

Celestia’s heart raced. She was at full gallop, desperately trying to reach the residential district of Canterlot in an effort to protect her subjects. With the barrier broken, the reaplings were pouring in. Many of them were attacking Canterlot Castle, though a large force was descending on the residential district.

As Celestia raced through the Canterlot gardens, she disturbed various birds and insects which all flew away as she neared. She glanced at the sky and saw that a large portion of the reaplings were pointing at her and descending upon her rapidly. She created a shield spell to encompass them, and then shrunk it. The reaplings screamed in agony as they were crushed by the rapidly contracting walls. When the shield dissipated, a mass of black blood fell to the ground, splashing everywhere.

Celestia entered the residential district at last, and she was greeted by a haunting sight. The royal guards were being pushed back slowly but steadily by the reaplings. The citizens were running from the city, although the reaplings were carrying off quite a few of them. Celestia galloped toward the guards immediately. She was stopped by a blinding light accompanied by a loud pop, however. She shielded her eyes from the light, and when she opened them, Twilight Sparkle and Spitfire stood side by side.

Celestia’s eyes grew wide. “Twilight?! What are you doing here?!” The normally calm princess began to panic. “If you’re here, then who is going to stop the reaplings?!”

Twilight smiled. “We split up. Swordpoint and Rainbow Dash went on to the ruins, and we came here to help save Canterlot.” She stood tall before Celestia, and the princess’ panic slowly ebbed.

Celestia smiled at last. “… don’t let them kill anyone else.”

Spitfire smirked. “Heh. They’ve already taken enough from us. Nopony should have to go through what I did today… so if I can prevent it, I will.”

Twilight spun around. “Spitfire! Let’s go!” She galloped toward the clashing guards and reaplings.

A tear reached Spitfire’s eye. “This is for you, Soarin. I’ll kill all these sons of bitches.” She took to the air and chased after Twilight.

Celestia took off into a gallop behind Twilight. She looked at her most faithful student and was impressed by what she saw. Twilight’s face was fearless, yet it was clear that she understood her slim chances of success. Twilight was not afraid to die for Equestria. Celestia glanced away and made a promise to herself that as long as she breathed, she would not allow harm to come to Twilight.

As Twilight reached the guards, she devised a battle plan in her mind. “Everypony! Listen to me! We must get the citizens out of the city! Ten of you should focus on escorting civilians, with the rest covering them! We also need a small force to stave off the reaplings destroying the buildings. It’s our best bet!”

Several of the guards gave her incredulous stares. Celestia grew angry. “Do as she says! Immediately!”

At the commanding voice of the princess, the guards immediately began to follow Twilight’s orders. Every command she gave was carefully considered. Her organizational skills made her a fantastic commander, and Celestia could see it.

Spitfire went with the guards attempting to quell the reaplings burning the city. Her eyes were filled with tears, and her mind with thoughts of Soarin. She flew in front of a pegasi regiment, heading toward the royal district of Canterlot. “Alright, you guys! Let’s show these freaks what happens when you mess with Equestria!” Rallying cries erupted behind her, and they flew headlong toward the reaplings lighting fires.

Twilight followed the guards escorting civilians. As reaplings began to descend upon her ground, she charged up her magic, but was surprised as a flurry of magical bolts struck them all out of the sky. She wheeled around to find the source and was face to face with her brother. “Shining Armor!” she cried.

Shining Armor rubbed his eyes vigorously with his hoof. “T-Twiley?! But I thought…”

Twilight put her hoof to his mouth. “We don’t have time! We need to get these ponies out of the city!”

Shining Armor nodded and continued to fire bolts of magic at the attacking reaplings. “I don’t know what you’ve been through, but you look different, Twiley!”

Twilight felt the memories of the fallen returning to her. She hastily brushed them aside, unwilling to let them take over her. “It’s been a long journey, Shining Armor. But I guess I wasn’t the one meant to save Equestria after all… Rainbow Dash is.”

Shining Armor cleared the last few reaplings out of the sky. “Alright, move up! We have to force them out!” Several hundred feet to his left, a reapling was taking out a small group of guards. Shining Armor glanced at them and hastily cast a spell on the guards. Immediately, their reflexes heightened, and they dodged every attack the reapling threw at them before goring it with their lances. The reapling fell swiftly.

--
Spitfire led the pegasi guards with speed and precision. “Follow my lead! Form five-man teams and stay in formation!” They nodded in approval and did as she told.

“Spitfire!” a brown pegasus called to her from behind. “Take this!”

Spitfire turned around to see him holding a lance. “Well… I’m not really much of a fighter, but it’s nice and brutal, and I’d love to spill as much of their blood as possible. Give it here.” The pegasus deftly threw the lance and Spitfire caught it with ease. It felt like she was holding air, and it didn’t weigh her down at all. Haha! So the rumors are true! Magically enchanted lances for the pegasi. I wonder if the other guards have the same kind of enchanted equipment… That’d be kinda neat. “Alright, boys, break up! Stay with your squad and watch each other’s backs! Oh, that, and make sure to show these assholes no mercy! NO MERCY!!”

Spitfire swung the lance and pointed it ahead of herself before charging at a reapling on the ground. It was holding a torch to a large pile of dry wood at the base of a house. As she approached, it glanced up at her and growled, but her lance struck it in the chest, impaling it. She lifted it off the ground as she flapped her wings and returned to the air. It screamed wildly, slashing its claws at the lance in a desperate attempt to free itself.

Spitfire laughed quietly. “Oh, no, buddy. I’m done playing nice. You’re bucked.” She dove straight down and slammed her lance into the ground. The reapling let out another gargled cry. Black blood ran from its mouth. “I think I get it now, Swordpoint. It feels pretty bucking good to get revenge.” She placed her back hoof on the reapling’s chest and withdrew the lance, only to shove it back into the shrieking reapling. She sliced away, tearing the black flesh of the creature while it howled wildly. Once Spitfire was satisfied, she took it out one last time and shoved it through the creature’s skull. It fell limp instantly, and Spitfire let out a victorious snarl.

Her celebration was short-lived, however, as she felt claws dig into her back. “Ooooowww!” she screamed, quickly lunging forward. Several small streams of blood flew from her back as the reapling’s claws were forcefully torn from her. She spun around to face her attacker and shoved her lance at its throat. The reapling easily jumped away from her attack and moved in to retaliate. It lunged with its claws, but a lance pierced its skull, going straight through its head.

Spitfire looked over to see who had saved her. She was surprised when she saw a familiar blue uniform. Fleetfoot stood in front of her, clad in her full Wonderbolts uniform. She held a lance like the one Spitfire had. “Fleetfoot!” she exclaimed. “Glad to see you’re still alive! How about the others? C’mon, please give me some good news.”

Fleetfoot held up a hoof. “Whoa, boss, hang on a minute. We don’t have time to sit and chat. Fly?”

Spitfire nodded and they spread their wings once more.

--
“Push forward!” Shining Armor shouted. He was guiding a group of guards who were surrounding the terrified citizens of Canterlot. “We’re almost there!”

Celestia glanced at Twilight. She looked different… changed. It was as if she’d had her innocence stripped from her, and now she saw the world for what it was. Celestia turned her head away, feeling a little guilty. Was it right of me to entrust her with such a dangerous task? How many of her friends stand dead? I know the look she carries… and she has seen death.

Twilight followed her brother closely. “Watch out!” she shouted as reaplings descended toward him. She hastily cast several lightning spells and stunned them. As they fell to the ground, Shining Armor finished them off by conjuring large spikes and impaling them.

Shining Armor panted. “So close… I can see the edge of the city!” A large group of reaplings landed between them and the exit, however.

Celestia grunted. “Well, that should have been expected. Allow me.” She stepped forward and her horn began to glow. “I will protect my subjects and my kingdom, even if it costs me my own life. Would you challenge me?”

--
Fleetfoot’s white mane flowed as she flew by Spitfire. “So, boss… I’m afraid that… I’m the only one left. We were all hanging out at the Silver Stallion when they crashed through and torched the place. We all fought to try to stop them, but… these things are too strong.” A tear fell from Fleetfoot’s eye. “What about Soarin? Is he alright?”

At the mention of his name, Spitfire closed her eyes and put her free forehoof over her heart. “… he’s…”

Fleetfoot understood. “Hey, forget about it. I’m sorry I asked.” Wow… poor Spits… And so close to the wedding…

Spitfire perked up at once. “Look, we don’t have time to be sentimental! We’re here to kick some flank and save these citizens! Our job is to stop these reaplings that are lighting fires. If we don’t, this whole city will burn to the ground!” She glanced at Fleetfoot with a spark in her eyes.

Fleetfoot was in awe. This is exactly why she’s the boss… “Y-yes, ma’am! I’ll follow your orders!”

Spitfire smiled. “Follow me,” was all she said.

Chapter 13: Journey's End

Swordpoint and Rainbow flew silently. They’d still found no signs of the Coltillian civilization. The sun shone overhead… in fact, it hadn’t gone down in a long time. Rainbow found herself wondering if something had happened to Celestia.

Swordpoint kept stealing glances at Rainbow Dash. Something about her seemed to intrigue him, but he couldn’t quite understand what that was. She truly is amazing… Loyal to her friends, determined, and yet still kind. And she’s quite the athlete, as well. He admired her slim and fit figure, but he quickly turned away when she spoke up.

“Hey, Swordpoint…” she asked. “You don’t suppose that… something coulda happened to Celestia or Luna, right?” She sounded calm, but there was just a tone of worry in her voice.

Swordpoint thought for a moment. “I have not met this Princess Luna, but Celestia… she is far more powerful than Omnia. That is why Omnia has never attempted to attack Equestria. If something has happened to her… then the land is in dire peril.”

At last, buildings came into view. The houses were made of stone, with cobblestone roads between them. Several ponies could be seen around the market square in the middle of the town. Swordpoint grinned. “Ah, the town of Bridlewood,” he told Rainbow. “There is an archaeological university here. I’m certain we can find a reference map of some sort which will lead us to the ruins.”

Rainbow nodded. “Sounds like a plan.” They touched down lightly and strolled toward the village. There were several ponies walking about, but none of them seemed to pay any attention to Rainbow and Swordpoint. “Hey,” Rainbow whispered, “you’re not… wanted all OVER the place, right?”

Swordpoint shook his head. “I do not know. But this town is not in Omnia’s hand. The citizens are not royals, and they have no love for her.” He pointed toward a large stone building with a statue of a fossil in front of it. “That is it. Come, entrance is free.” He trotted calmly toward the entrance with Rainbow close behind.

Rainbow couldn’t help but admire the simplicity of the architecture. The stone buildings were very different from Ponyville and Canterlot. They weren’t made to look nice, but rather to last. This was something she could appreciate. She followed Swordpoint as he opened the wooden double doors to the university. Inside, the lobby was colorless. Numerous fossils, bones, and artifacts rested in display cases lining the walls.

Swordpoint continued toward the reception desk, which was manned by a blue earth pony. The pony glanced up from his book and gave Swordpoint a wan smile. “Welcome to the Bridlewood Archaeological University. Might I ask why you are here, sir?”

Swordpoint smiled back. “My companion and I would like to use your reference materials. We are seeking information on the ancient ruins of the Coltillians.”

The receptionist thought for a moment. “Ah, yes! I know exactly where you will find the material you seek. It is on the second floor, in section 2A.” He eyed Swordpoint with curiosity. “Might I ask why you are researching them?”

Swordpoint kept calm. “Private reasons, I am afraid. I do hope you understand.”

The receptionist grew cautious, but he still nodded and pointed them in the right direction. Swordpoint thanked him and led Rainbow down the hallway toward the stairs.

Rainbow glanced back at the receptionist to find him staring warily. She quickly turned and followed Swordpoint closely. “What’s up with that?” she whispered.

Swordpoint sighed. “Most ponies who travel to the university are either scholars or agents of Omnia. The latter are often interested in the suppression of knowledge.” Rainbow shivered at this. He led her upstairs into the library, which was decorated with even more archaeological artifacts. The library was empty except for a single earth pony browsing the shelves. Swordpoint approached him calmly. “Excuse me. Would you happen to know where I would find material on the ancient Coltillians?”

The pony didn’t turn around. “I know that voice… and you have some nerve returning.” He spun around and punched Swordpoint in the face. Swordpoint fell to the ground, and Rainbow gasped. “How dare you? Do you realize what you’ve taken from me? Or perhaps I should ask if you even remember my face… or hers?”

Swordpoint raised his hooves. “Wait! I am no longer in Omnia’s service! Whatever harm I have caused you, I knew not what I did!”

The white pony scoffed. “You speak as if I would believe you. You are scum, and I have quite the mind to kill you where you stand.” He stepped forward and withdrew a knife from his saddlebag.

Rainbow flew forward at once and slammed into the pony. He was taken by surprise, and the force of the blow knocked him to the ground. “You won’t touch him!” Rainbow growled. “If you’d open your eyes, you’d see that he’s not who he used to be!”

The pony coughed. “It’s… not like the royal guardians to travel with companions… let alone mares. Perhaps your story is true… but it does not excuse what you have done to me. My wife… Violet Shade… You killed her. Do you know how that feels? To have the one thing you care so very much about taken from you?” He struggled a little but managed to stand up. “After you killed her… I spent many days trying to end my own life. Had it not been for this university… I certainly would have.”

Swordpoint rose to his hooves. “I am sorry. I understand that there—“

The stallion stamped his hoof. “YOU DO NOT UNDERSTAND! WHAT IF I WERE TO KILL HER IN FRONT OF YOU?!” He pointed at Rainbow. “You seem to have some attachment to her. So imagine that she is taken from you… right before your eyes.”

Swordpoint winced. “I…” He found that he had no words.

The stallion scoffed again. “I do not have time for you. I wish a plague upon you, to suffer as I have suffered.” He hastily trotted to the staircase and was gone.

Swordpoint glanced at Rainbow, and he quickly dropped his gaze to the floor. “… Now you see the truth behind my past. My sins weigh upon me heavily.”

Rainbow trotted to where Swordpoint stood and threw her forearms around him. “Stop being so thick. You’re not the stallion you used to be, and your past isn’t going to change how I feel about you. I’ve got this thing called loyalty… kinda my whole thing, y’know?”

Swordpoint’s heart fluttered. Rainbow’s skin felt soft and warm on his, and he found himself returning her embrace. “You continue to amaze me, Rainbow. I do not know why you place so much faith in me, or why you care so deeply about me… but you give me hope and strength… and that drives out all thoughts of surrender.”

Rainbow laughed. “Well… My friends and I figured out that all friends share a special bond… even before they meet. We shared these dreams, and your entire life has been changed, so… I think this was kinda meant to be.” She chuckled nervously. “Plus… I’ve never really had a special somepony to call my own.”

Swordpoint smiled. Rainbow felt herself drifting away, getting lost in his eyes. He quickly spun around, however. “… Thank you. You couldn’t possibly understand what your kindness means to me.”

Rainbow frowned slightly, but she walked toward the shelves nonetheless. “Alright, let’s get to work.” She began pulling books from the shelves and examining them, and Swordpoint joined her.

--
Colors swirled all around two hooded ponies as they stood amongst many floating doors. They seemed to stand in the air, with nothing but a void of color swimming below them. They were focused on a glowing rift which showed Rainbow Dash and Swordpoint in the Bridlewood Archaeological University.

The taller of the two ponies turned to the other. “Well, Xevian? Do you suppose that they’ve enough time?”

Xevian hung his head. “… I do not. The main cities of Equestria stand in ruins. The last towns with any living ponies are Canterlot, Ponyville, and the Crystal Empire. I fear that even if they succeed… Equestria will share the fate of our tribe.”

The tall pony waved his hoof and the rift swirled in a multitude of color. “Show me.” The swirling colors slowly faded into a translucent window showing the streets of Manehattan... or what was left of it. The buildings were demolished, and the citizens lied dead in the streets. The cobblestone walkways were stained red with blood.

“Lazan…” Xevian called, “Please. We’ve seen this before. I’d rather not relive it.” He turned his head away from the gruesome sight.

Lazan ignored Xevian and swiped his hoof again. This time, the rift changed to show Cloudsdale. The once beautiful rainbows from the Cloudsdale Weather Factory were now pure red. Mutilated bodies floated in the rainbow vats, and the cloudy streets were the color of rust. Below the city lied the bodies of pegasi who’d been struck down in mid-flight. They were all broken, and many of them had bones protruding through their skin.

Lazan swiped his hoof once more, and the rift disappeared. “Brother… I fear that we have only one option. A sacrifice… but a difficult one. If only I could make that sacrifice for the survival of this land, I would… but without a physical form, I have nothing to give in return.”

Xevian stepped forward. “Lazan, do not speak as such. We have guided them from their homes to stand as the saviors of this world… and we did so for a reason. We must not falter now. Any assistance which we can provide, we shall.” He lifted his hoof to Lazan’s shoulder. As his cloak fell back slightly, it revealed an ethereal hoof, little more than a shimmering outline. “Don’t you understand, brother? We swore that we would stop them. Do you still remember the oath we took that day?”

Lazan nodded. “I do. We stood in the tower with our armor and weapons at the ready. I looked into your eyes and said ‘Xevian. If we die this day, we must not allow this tragedy to repeat itself. Even if we must spend thousands of years in wait… I vow that I will not rest until they are no more.’ Do you remember what you said to me?”

Xevian took his hoof off of Lazan’s shoulder. “Yes, brother. I said to you ‘You are noble, Lazan. And I will wait with you. I vow to stay by your side until this plague is defeated.’ And you only smiled as they smashed through the wall of the tower and sent us plunging to our deaths below.”

Lazan nodded again. “Yes. And I believe with all of my heart that the end of the reaplings is near. Swordpoint and Rainbow Dash will fight for this world, and they will succeed. We’ve spent thousands of years studying the signs and calculating this carefully… I am confident in our choice.”

Xevian’s ghostly face smiled. “I believe you. Soon, we will meet them. And then… we can explain ourselves. I wonder if they will resent us for what we’ve done… After all, we gave them no say in the matter.”

Lazan shook his head. “No. They will not.” He waved his hoof dismissively. “Come, brother. We must prepare.” Xevian nodded and followed Lazan to a small wooden door which led seemingly nowhere. Lazan opened it, revealing another room of swirling colors. He motioned for Xevian to follow and stepped through.

--
Swordpoint and Rainbow had been browsing for about thirty minutes when Swordpoint found the book he needed. The title read The Coltillian Ruins: Searching for the Beginnings. “Rainbow! I have found what we seek.”

Rainbow dropped the book she was holding and galloped to where Swordpoint stood. “Let’s see it! Does it have reference maps?” She stood next to Swordpoint, leaning on him slightly.

Swordpoint opened the book and skimmed through it until he found what they needed. “Here we are. ‘The Coltillian Ruins of Ponynesia are a magnificent monument to the magic of the ancients…’ Skipping a tad, here… Ah, yes. ‘The ruins are located twenty miles west of Equistopolis.’”

Rainbow glanced at Swordpoint. “Where’s Equistopolis?”

Swordpoint sighed. “At the center of Ponynesia. It is the seat of Omnia’s power… and the source of this land’s corruption. If we stray too near to it… we will likely be found and killed.”

Rainbow nodded. She had come to understand that Ponynesia was entirely different from Equestria, and that careless mistakes could come at the cost of her life.

Swordpoint examined Rainbow’s stance. She was shaking slightly. “Rainbow... your fear is well-based.”

Rainbow’s eyes darted back and forth. “Wh-what?! I’m not scared!” Her voice broke slightly.

Swordpoint gave her a warm smile. “Rainbow, you need not be ashamed. I have known fear, as well. In the Crystal Empire, when Speartail paralyzed us all… I was terrified. I thought for certain that you were going to die.”

Rainbow gazed into Swordoint’s eyes. “Y-you were afraid?” She was shaking a little more.

Swordpoint nodded. “Yes. You are the only friend that I have in this world… I do not wish to be alone again. And so I felt pure terror. I felt so helpless and weak.”

Rainbow took a step forward and wrapped a hoof around Swordpoint. “As long as we’re together, we can do this. I’m ready for it, and I know you are, too.” She smiled at him. “And… I feel crazy right now, I really do… but you’re important to me. I’ve known you for like, two or three days, but we’ve been through a whole buckload of stuff together… and I wouldn’t have things any other way.”

Swordpoint smiled. “As would I. Come, let us leave. We must make haste for the ruins.” He used his magic to materialize a piece of parchment and then cast another spell to copy the map to the paper. He replaced the book with haste and trotted toward the stairs.

Rainbow and Swordpoint descended the stairs to find a pony in black armor standing by the receptionist. Swordpoint grabbed Rainbow’s foreleg and pulled her into a nearby corridor. “Dammit!” he whispered. “She is watching us… We must not draw attention to ourselves.”

Rainbow eyed Swordpoint nervously. “Well… can’t you, like… teleport us out or something?!” Her voice quivered.

Swordpoint shook his head. “No. That was Frostbite, a skilled mage. He will sense the magic. I am afraid we must escape by hoof.”

Swordpoint pointed down the corridor. “Let us make haste.” He quickly trotted down the hallway with Rainbow close behind. They turned the corner to find many doors, but no exit. Swordpoint could hear hoofsteps in the hallway behind them. He hastily threw open the nearest door and pulled Rainbow inside. He closed the door as quietly as he could and waited in the dark with bated breath.

The hoofsteps drew closer, and Swordpoint began to hear the sounds of heavy breathing. He turned to Rainbow, but she shook her head. A silhouette appeared through the glass of the door, and both Rainbow and Swordpoint held their breath. They were sweating heavily, and Rainbow began to whimper very softly. The knob began to turn, but the door did not open. The sound of a muffled voice came from the hallway.

“… went upstairs, sir… not this way.” the voice called. The knob returned to its resting position and the silhouette disappeared. As the hoofsteps faded, Rainbow and Swordpoint let out a collective sigh of relief. They stood, opened the door, and stepped back into the hallway. Swordpoint motioned to Rainbow and galloped down the hall.

Swordpoint rounded the corner to find an exit at last. He tossed it open and allowed Rainbow to go through. He then exited himself and the two flapped their wings and resumed their low-altitude flight. Behind them, a dark silhouette watched from a window.

Rainbow growled. “Dammit, Swordpoint! How many of these guys are there?!”

“Before I left, there were a total of twenty five,” Swordpoint responded. “With my departure and the deaths of Speartail, Flayer, and Slasher, they now have twenty one. And I pray that we do not cross paths with another.” He produced the map and referenced their position. “If we continue our pace, we will reach the ruins by nightfall… if night will come.”

“Well… lead the way,” Rainbow said with a slight shiver. The wind which rushed through her mane was not the same as in Equestria. Instead, it was foul, cold, and reeked of death. She shuddered and followed close behind Swordpoint.

--
Frostbite’s horn glowed a bright blue as he cast his spell. An ethereal window appeared, through which he could see Omnia. “Your Highness… I bring news.”

Omnia licked her lips. “Delightful! What have you found? Out with it!”

“They seek the Coltillian ruins,” he answered quickly. “I know not their purpose. What are your orders?”

Omnia smiled darkly. “Follow them. But let us see what they are planning. Perhaps they may lead us to a valuable treasure…”

Frostbite bowed. “Yes, Your Highness. I will report when I have learned more.” He cast another spell and the window disappeared. He descended the stairs to the first floor and eyed the receptionist. The earth pony was shaking and pretending not to notice him. Frostbite lit his horn and conjured a large ice spike, which he swiftly shot into the pony, impaling him and pinning him to the wall. Large streams of red slowly flowed down the wall from his limp body. Frostbite scoffed and left through the entrance. He conjured a pair of ghostly wings and took flight after Swordpoint and Rainbow.

--
Rainbow and Swordpoint flew for hours on end, and each of them couldn’t help but worry. For Swordpoint, his greatest fear was losing Rainbow. He knew she wasn’t a fighter, and she’d never be able to stand up to the royal guardians in combat. Rainbow feared for her friends back in Equestria, and she couldn’t shake the feeling that they were dying while she pushed onward. She knew that she had no choice, however. If she were to turn back, Swordpoint would follow her. And then there would be no one to stop the reaplings from purging the world again.

“There!” Swordpoint cried. “Those stone buildings… I have seen them before!”

Rainbow gasped. “Yeah… me too. In a dream.” She touched down lightly near a familiar obelisk… the same one she saw in her dreams.

Swordpoint landed behind her. “This is it. I have seen what I must do.” He closed his eyes and slowly gathered energy to power the obelisk.

Rainbow looked around the ruined city. It looked very similar to the ruins they’d found in Equestria, although this city was much larger. It appeared to be at least two miles in length. The buildings were designed the same as those of the other ruins, but Rainbow noticed that many of these had intricate markings and symbols.

Swordpoint was glowing a brilliant gold. He directed his energy at the obelisk, and it poured into the stone structure quickly. Just as in their dream, the obelisk lit up with blue symbols. The top opened up, and the blue orb came up from inside it.

Rainbow could only watch as the events of her dream unfolded in reality. “It’s… the same…” she whispered.

The orb gathered its magic and created the blue circle on the ground. Rainbow recognized the glow this time; it was the same as the teleporters in the Crystal Empire. Rainbow faced Swordpoint and held out her hoof. “Together?” she asked.

Swordpoint smiled warmly. “Together,” he agreed. He took her hoof, and together they stepped into the teleporter.

Chapter 14: The End of an Empire

The Doctor stood beside Vinyl and watched quietly as the others disappeared. When they’d gone, he turned to her. “Well, Vinyl, I suppose it’s time to get to work.”

Vinyl held out her hoof. “Hold on a sec, Doc. Just tell me; are we going to die?” There was no fear in her eyes.

The Doctor frowned. “… Probably, yeah.” His smile quickly returned. “But that’s no reason for us not to try, now, is it?”

Vinyl chuckled. “No, I guess not. But it is a reason to do this.” She grabbed his collar and pulled him close to her, where she locked her lips with his. The Doctor was caught by surprise, but he didn’t attempt to break away.

When Vinyl pulled away at last, she was smiling. “Haha, I’ve always wondered what it was like to do that. Everyone just assumes that I sleep around and all that because I like to party… but nopony ever bothers to take the time to get to know the real me.”

The Doctor smiled. “Well, we should get moving. I need to find out if I can amplify the magical energy with any of my technology. If not… it’s going to be a fairly short fight.”

“So how come you’re all shaky, Doc?” Vinyl queried. “If you die, you can just regenerate anyway.”

“Ah, but that’s where you’re wrong,” he replied perkily. “You see, I’m still in the process of regeneration. I’m afraid that a fatal wound during the process will put me out of commission for good.” He absentmindedly fiddled with his sonic screwdriver. “I’ve never faced death like this before… I sort of wonder what it’ll be like. And I also wonder… if there is a next life, will I be a pony, or back in my humanoid time lord state?”

The doors to the throne room burst open and a royal guard galloped inside, panting heavily. “Qu-quick! The reaplings are here! They’re attacking the barrier!”

Vinyl and the Doctor glanced at one another, nodded, and galloped from the room.

--
The commander of the brigade dispatched to the Crystal Empire floated some distance away from the barrier and watched as its troops smashed into the magic barrier over and over. The barrier was powerful, but it certainly couldn’t withstand constant assault from their attacks. The commander smirked. “Yes! Keep going! We’ll be through within the hour.”

A messenger descended from the sky and addressed the commander. The commander glanced at the messenger. “What is it? Word from the higher ups?”

The messenger nodded and handed the commander a parchment. As quickly as he appeared, the messenger took flight into the sky and was gone.

The commander opened the parchment and read quickly. Commander, you’ll be delighted to know that we are close to opening the nexus. Within the crystal city lies a powerful gem. We believe it is called the Crystal Heart. Find it and bring it to us. As always, success will be well rewarded, while failure will be harshly punished.

The commander tore the parchment in half. “Yes… this is my chance to step up. Perhaps I will receive a hive of my own after The Change.” He looked over his troops, still beating on the barrier. “Harder, you whelps! Take this thing down!”

--
The Doctor opened the double doors to the castle and ran into the streets with Vinyl close behind. He looked up at the barrier and gasped. The reaplings were all over it, chipping away at it. “Come on, Vinyl. We’ve only got one option.”

Vinyl nodded and followed him. He led her to the Crystal Heart, which sat brightly on its pedestal, radiating its light. “Huh,” she mused, “I kinda figured the Crystal Heart would be… I dunno… bigger or something.”

The Doctor smiled. “Yeah, but it’s a real powerful bugger. I wonder if I can increase the intensity of the magical protection somehow…” He produced his sonic screwdriver and began to run it over the heart.

Vinyl watched the Doctor as he carefully probed the heart with the screwdriver. “Hey, Doc, what can I do to help?”

The Doctor looked up at her. “Well… I suppose you can try using your magic to help me boost the power of this thing. We need to keep that barrier going until Rainbow and Swordpoint manage to take out that thing in the sky. Also, it’d be pretty nice if we somehow overloaded this and the shockwave took out these reaplings over our heads.”

Vinyl laughed. “Well, I don’t think that’ll happen, but we can try.” She began to feed her magic into the Crystal Heart while the Doctor continued to use his sonic screwdriver.

They continued like this for several minutes, until the Doctor became flustered. “Argh, this isn’t working! Damn thing!” He smacked the heart with his sonic screwdriver and it suddenly exploded into life. It began to glow a bright green, and the Doctor and Vinyl could only stare.

After a few seconds, the green glow began to expand outward. It went beyond the barrier a short distance and then dissipated. When it was gone, Vinyl looked into the sky to see that the magic really had destroyed a good portion of the reaplings. Their force was reduced to about half… but the barrier was gone. The Crystal Heart was grey and dead. Vinyl felt her stomach drop. “Oh, buck. Doctor! DOCTOR!”

“I SEE IT!” the Doctor cried. The reaplings began to descend on the city, and the Crystal Empire’s royal guards rushed to meet them. As they clashed, the reaplings began to cut through the guards easily. “Oh, that’s definitely not good.”

“What?!” Vinyl shouted. She was shaking visibly, barely able to stand.

“The Crystal Empire relies on the Crystal Heart for protection,” the Doctor explained.” The guards aren’t trained as well as those in Canterlot, and they’re much fewer in number. Unless you’ve got some sort of trick up your sleeve… I think we’re dead.”

Vinyl was panicking. Her whole world was crashing down around her. She hastily glanced around before grabbing the Doctor’s hoof. “C’mon! Run!” She ran as fast as she could, holding onto the Doctor’s hoof tightly. She threw the doors of the Crystal Castle open with her magic and rushed inside, shutting the doors quickly once she’d dragged the Doctor inside.

The Doctor began to pace back and forth. “Okay, yeah, so we’re in here, now… now what do we do? I’m completely lost.”

“Well how the buck should I know?!” Vinyl shouted. “You’re the time lord!” She threw her glasses across the floor.

There was a banging on the doors, and both Vinyl and the Doctor jumped. “Alright, we should definitely move!” the Doctor announced. He motioned to Vinyl and galloped toward the staircase. The sounds of screaming drifted up from outside as the reaplings began to ravage the city and kill the inhabitants.

Vinyl ran as quickly as she could up the winding stairs. “So what’s the plan?!” she shouted to the Doctor.

“I’m working on it!” he shouted back, panting.

They ran until they reached the throne room at the top of the stairs. Both of them stopped and gasped for air. “Okay… you got anything?” Vinyl asked hopefully.

The Doctor trotted to the throne which belonged to Cadence. “Well… I may.” He examined the crystal on top of the throne, looking it over carefully. He at last produced his sonic screwdriver and ran it over the crystal. “Here’s to hoping this works.”

Vinyl hesitated for a moment before calmly walking to where the Doctor stood. She grabbed his hoof and made him drop the screwdriver.

“Hey, what are you—“ he tried to say, but Vinyl had pulled his face into hers once again. He was surprised again, but this time, he returned the affection.

When Vinyl pulled away, she smiled. “It’s over, Doctor. Let’s stop pretending. We’re both going to die. But there is one thing I’ve always wanted to do before I die. Something that requires a mare and a stallion. You catch my drift?”

The Doctor gave her a confused look. “What on earth? Are you—“ He fell silent as he realized what she meant. “But I… Well…” He let out a long sigh. “You know… you’re right. There’s no way out of this. I suppose that I can grant you that last wish.” He smiled at Vinyl as she took his face in her hooves and kissed him passionately.

--
Several hours passed as the reaplings destroyed the city. By now, there was only the Crystal Castle still standing. The commander made its way to the Crystal Heart lying dormant. “Ah, yes… this is it! I’m guaranteed my own hive with this!” The reapling took the heart from its pedestal and ordered his troops to return to their moon. As he flew away, the Crystal Castle began to shake and crumble.

Inside the Castle, Vinyl and the Doctor lied in each other’s arms with a pool of blood around them. They did not move as the castle collapsed around them.

Chapter 15: Olympus

Swordpoint opened his eyes to find himself standing in air. All around him was a sea of colors which moved and changed constantly. There were doors of various shapes, sizes, and materials floating about. Rainbow was still beside him, holding his hoof. “Rainbow… I believe we have arrived.”

She opened her eyes and looked at Swordpoint. “Where are we?” She glanced around at the odd setting, her face scrunching up with confusion.

“Please come this way,” a voice called to them. A door opposite them opened, and a hooded pony waved his hoof, beckoning them.

Rainbow stepped forward. “Hey… I know that voice. You’re the one from my dreams.” She trotted toward the door and Swordpoint followed.

“That is correct,” the hooded pony told her. “We have much to discuss. You are nearing your goal.”

Rainbow and Swordpoint stepped through the door and it closed quietly behind them. Rainbow approached the hooded stallion. “So something tells me you know a whole lot about what’s going on. Wanna share?”

The stallion nodded. “Yes. I believe it is time. Come, Xevian. We owe them some answers.” He removed his cloak to reveal an ethereal pony. His body was ghostly and translucent.

Rainbow’s jaw dropped. “… whoa,” was her only response.

A door opened behind the ghostly pony and Xevian stepped through. “You are right, Lazan. I am pleased to meet both of you at last.” He calmly walked next to Lazan and stood. Xevian was several inches shorter than Lazan, but they looked nearly identical.

Swordpoint took several steps forward. “Are you the ones responsible for the dreams which she and I have shared?”

Xevian nodded. “Yes. Allow us to explain ourselves.” He walked a short distance and waved his hoof. A swirling rift appeared as he did so. “My name is Xevian, and his is Lazan. We are brothers from a long dead tribe.”

Rainbow gasped. “Wait… you guys are Coltillians?”

Lazan nodded. “Yes, I believe that is what you call our tribe. We were destroyed thousands of years ago by the very evil which is ravaging your homeland.” He pointed to the swirling rift, which now showed a city that resembled the ruins they’d just come from. “They descended from the sky, burning and killing. The spread across the land, killing everything in sight.”

In the rift, Rainbow saw the familiar dark figures landing on the ground and tearing apart buildings and ponies alike. She hid her eyes at first, but then opened them again and forced herself to watch. She felt Swordpoint’s hoof touch her back, and she leaned on him.

“They wiped out our civilization,” Lazan continued, “and all other tribes like it. Even our great magic was nothing in the face of their might. But my brother and I made a pact that we would not rest until they were defeated. And so we refused to pass on, living here, instead.”

Swordpoint began to stroke Rainbow’s mane absentmindedly. “But where are we? I have seen this place in my dreams… but I do not understand what it is.”

Xevian smiled. “This is what is known as the nexus. It is the void of space and time… the glue that ties the world together. Through here, you will find your path into Olympus.”

Swordpoint nodded. “Olympus… You are referring to that moon which bore the reaplings?”

“Yes,” Lazan confirmed. “But first, we owe you an explanation and an apology. For thousands of years, we studied the signs. We watched this world rebuild itself after our tribe was destroyed… And we searched.” He waved his hoof and the rift changed to show Rainbow. It showed her various adventures with her friends, and all of her successes.

“We found in you two an unbreakable spirit,” Lazan continued. “Rainbow Dash, not only do you embody loyalty, but you never surrender. You are determined to do whatever is necessary to help your friends, regardless of the cost.” He waved his hoof over the rift again, and it showed Swordpoint fighting in past battles. “And you, Swordpoint, you truly are a kind-hearted good soul who has been misled. This was not the life that was meant for you… but it has made you strong. Unlike your compatriots in the royal guardians, you never killed for pleasure or enjoyed enforcing Omnia’s will. You did so because you knew nothing else. We saw these things… and we chose you. Both of you.”

Rainbow was stunned. “You… chose us?” Swordpoint continued to stroke her mane, which felt soothing to her.

Lazan nodded. “Yes, we chose you. I understand that this is selfish of us, but we could not stand by and watch as the reaplings destroyed another civilization. I am sorry.”

Swordpoint smiled. “Your apology is not necessary. You’ve given me a chance to change my life… to have more than a subservient existence. You’ve given me friends… and you’ve given me Rainbow.”

Rainbow smiled so hard that it hurt. “Yeah… and if you’d never chose me, I’d never have met him… and I’d probably have died in the invasion. So there’s really no point in apologizing, because we’re okay with this.”

Xevian smiled. “You were right, brother.” He stepped forward. “It is time for us to show you the path into Olympus. Are there any more questions you’d like answered?”

Swordpoint cleared his throat. “Have you foreseen the future? Can you say with any degree of certainty whether or not we shall succeed?”

Lazan chuckled. “No, I haven’t seen the future… but I have seen you. I have complete faith in both of you.” He turned and opened a door behind where he’d been standing.

Through the door, Swordpoint could see a floor swirling with green and black. He glanced at Rainbow, and she gazed back at him. “Are you ready, Rainbow?”

Rainbow nodded. “Ready as I’ll ever be. Let’s do this, Swordpoint.” She took his hoof off of her back and trotted to the door. She held her breath and stepped through it. For a moment, she felt disoriented and surreal, as if the world were melting away in front of her… but the feeling passed quickly. She watched as Swordpoint stepped through the door behind her.

Swordpoint experienced the same feeling, and it passed just as rapidly. He turned around to see the door slowly closing. Lazan waved his hoof idly. Swordpoint nodded and faced Rainbow as the door closed with a quiet thunk. The pair examined their surroundings to find themselves in a strange, cave-like room. There were tunnels, but no doors. “This is it… their home. We must destroy it somehow, although I know not how we could do so.”

Rainbow smirked. “Well… there’s gotta be something keeping them alive up here… After all, you know how thin the air gets when you fly really high. Unless they don’t breathe, but I’m pretty sure that I’ve seen them breathing.” She shook her head. “But the point I’m trying to make is that they’ve gotta have some kind of magic making it possible for them to even be here.”

Swordpoint nodded. “Yes, you are correct. Perhaps we can subvert this magic with some of our own.” Swordpoint extended his wings and began to glow gold again. “Hm… I cannot detect anything.” Perhaps we must travel deeper. Stay close to me, and keep your ears and eyes open.”

Rainbow nodded in agreement and followed Swordpoint as he began to trot down one of the tunnels. She noticed that their hoofsteps were not making any sound. In addition, the ground beneath her felt like glass, but it was as solid as rock. She decided not to pay any mind to it and continued to follow Swordpoint.

Swordpoint treaded cautiously. He was in the home of the most dangerous enemies he’d ever known, and he had Rainbow to worry about, too. If any harm came to her, he could never forgive himself. Please… whatever higher power is watching me now… watch over her. If I am to die, then I shall embrace it. But she does not deserve it.

Rainbow didn’t dare go very far from Swordpoint. “Who would’ve thought that this place even existed? This is one hay of a big moon!”

The tunnel ahead seemed to open up, although it was too dark to judge effectively. Swordpoint stepped through into the open space and examined his surroundings. He stood in a large room with the same swirling black and green walls and floor, except that there was a large shaft in the middle of the room which led straight down. Wires and pieces of metal could be seen running through the shaft.

Swordpoint pondered the peculiar cords which jutted from the shaft. “These… they must be some sort of magic.”

Rainbow had to stifle a laugh. “You’re kidding, right?! Those are wires! They carry power to stuff!”

Swordpoint cocked an eyebrow. “Power? Magic flows through them?”

Rainbow couldn’t help herself. She burst out laughing. “Wow, guess Ponynesia’s pretty behind the times! It’s called electricity, Swordpoint!” She pointed to the cables, some of which were sparking slightly. “You see those sparks? That’s pure electricity! If you touch it, you get shocked!”

“Then they carry lightning?” Swordpoint asked, cocking one eyebrow. “And they use that lightning to… power things?”

Rainbow nodded, still giggling. “Pretty much!” Rainbow suddenly stopped laughing and stared at Swordpoint. “Wait… if there’s wires… they’ve gotta be powering something! Swordpoint! Let’s follow them!”

Swordpoint eyed the sparking wires. “Is it safe to do so?” He glanced at Rainbow.

Rainbow smirked. “Probably not,” she said with a chuckle. “But then again, look where we are.”

Swordpoint shook his head. “No. I will not endanger you. We will find a—“

Rainbow punched him in the head, and Swordoint recoiled. “Shut up! I’m not a filly, you know! I’m Rainbow Dash! The Element of Loyalty? Fastest flier in Equestria? The only pegasus in known history to pull off a sonic rainboom?!” She was puffing, now. “Stop trying to baby me! In case you forgot, they chose us, not you!”

Swordpoint was taken aback. He tried to respond, but he couldn’t find the right words. At last, he hung his head. “I suppose you are correct. We shall follow the wires.”

Rainbow smirked again. “Good! Just try to keep up!” She dove into the shaft immediately, spreading her wings and gliding gracefully downward.

Swordpoint bit his lip and followed after her. “Let us pray that this does not lead us into a trap…”

Chapter 16: The Battle for Ponyville: Part 2

Rarity, Cheerilee, Applejack, and Big Mac reached the market together. “All right, ponies!” Cheerilee shouted. “I’ll cover you, Rarity! Get as many ponies out as you can!” She looked at Applejack and Big Mac. “Good luck, both of you. If we don’t survive this, then at least we went out fighting!”

Rarity nodded and trotted toward a group of ponies. “Everypony follow me! All of you must leave Ponyville at once! We are here to help!”

The ponies pointed at Rarity, and she could see a glimmer of hope in their eyes. She could hear them mentioning “element bearer.”

Cheerilee heard a buzzing sound and wheeled around. Above them, three changelings were approaching. She prepared herself as they landed and roared at her. “Alright, you beasts… Let’s go.” She charged them at full speed. As she neared them, they prepared to swipe their claws at her, but she leapt to her left and sped behind them. She jumped into the air and extended her back hoof, which connected with the nearest one’s head. It cried out and fell over.

Cheerilee smirked, but she had to jump away as its partner swiped its claws at her. Looking around, she grabbed a board from the ground and tossed it at the approaching reapling. It connected, but it did little to hamper the creature. Come on, Cheerilee… if I can’t beat them, then I can still buy Rarity some time.

Cheerilee could see Rarity leading a group of ponies through the street which led out of Ponyville. She smiled and charged the reaplings. Each step brought her closer to the creature, which shrieked and readied its claws. As she neared it, she broke into a slide, passing directly between the creature’s legs. She immediately jumped up and bucked at the reapling’s knees. It howled in pain as its legs collapsed, and Cheerilee charged the remaining reapling. As she neared it, it lowered its massive jaws toward her, and she had to duck to avoid it. It reared back and swiped at her with its claws. Cheerilee winced as she felt them connect, tearing flesh and drawing blood.

Rarity was nearly out of sight, and Cheerilee breathed a sigh of relief. She leapt into the air and kicked the reapling with both of her back legs, causing it to stumble backward. She chased it and kicked at its legs, causing it to lose balance and topple. Satisfied, she galloped toward Rarity. We really might make it! If we can just get these ponies out of the town, we’ll be able to find someplace safe for them. I’m willing to bet that Canterlot is well protected from these things.

--
Applejack groaned and rubbed her leg. Fresh blood trickled down, matting in her coat. “These darn critters sure don’t like to give up. Big Mac! You alright?!”

Big Mac lie several feet away on the ground. His face was twisted into a grimace, and there were several bleeding gashes on his side. “Eee… eeyup.” He stood up and shook his head. “Let’s get ‘em.”

Applejack knew they weren’t going to last long. There were too many reaplings, and she just wasn’t strong enough; neither of them were. Well… if Ah’m goin’ out, Ah’m goin’ out fightin’. She looked at the rubble around her. She wiped sweat from her brow, bothered by the heat of the flames consuming the town.

Applejack looked to her brother. His legs were shaking violently, and he was having trouble breathing. For just a moment, she wanted to grab him and run. She wanted to get as far away as possible, and leave the rest of the town and its inhabitants to their fate. Her mind quickly went to the Nightmare Moon incident, however. She remembered how Nightmare Moon had tested them all, and how Rainbow Dash could easily have left them to pursue what would have essentially been her life’s dream. She also remembered how Rainbow stayed with her friends when she could have abandoned them.

Applejack swallowed. “Come on, Big Macintosh. We gotta pay these here suckers back fer what they did tuh Sweet Apple Acres… and to Apple Bloom.” Applejack could feel something wet falling down her face. She absentmindedly wiped it away with her hoof as she prepared to charge the reaplings again. She nodded to Big Mac and took off at full gallop. She turned around to see her brother right behind her. She smiled and pushed herself as hard as she could. In front of her, the rest of the reaplings gathered. There were hundreds of them, all standing in total silence.

As Applejack neared the crowd of reaplings, she dropped to a slide on her back, passing directly between the legs of the closest reapling. She righted herself and sprung into the air, kicking it in the back of the skull. She heard a crunch as Big Mac smashed into its face at the same time. Black blood poured from its mouth, and it crumpled to the ground. As the others charged, Applejack grabbed the downed reapling’s hand. She pulled as hard as she could, and she heard a disgusting ripping sound. She gave it a final tug, and the hand tore free, spilling more of the thick, ebony blood. She swung the hand at the approaching reaplings and tore large gashes into them with the claws.

The reaplings screamed with rage or agony; Applejack couldn’t be sure. She simply fought with a vicious expression… one that not only conveyed rage, but satisfaction. That’s right, you dang things… y’all done took everythin’ from me. Now Ah’m gonna take y’all’s lives.

Big Mac saw Applejack and acted quickly. He followed her example, tearing the hand off of a fallen reapling nearby. Together, they cut through the reaplings easily. Dozens of them fell every ten seconds. Well Ah’ll be… We may just have a chance, here!

--
Rarity watched as the last of the remaining citizens left Ponyville. Cheerilee had managed to hold off the reaplings while the ponies escaped. “Cheerilee!” Rarity shouted. “We did it!” She smiled and trotted to where Cheerilee stood. When Rarity approached Cheerilee, she had to hold her hooves over her mouth to keep herself from screaming. Cheerilee was a bleeding, beaten mess. “Oh my goodness… are you alright, darling?! The pain must be excruciating!”

Cheerilee smiled. “It sure doesn’t feel good, Rarity. But we saved them. We managed to get them out, and that’s all that matters.” She coughed and sat on her hindquarters.

Rarity suddenly perked up. “Oh, no… where are Applejack and Big Macintosh?!” She desperately scanned her surroundings but could find no trace of them. She turned her gaze to Cheerilee. “… Can you move, darling? We need to get you out of here.”

Cheerilee grimaced as she stood. “You want to look for them, don’t you?” She limped to Rarity’s side and placed her hooves on Rarity’s shoulders. “You can’t, Rarity. I hate to say it, but they’re probably dead. If you go back in there, you’re just going to get yourself killed.”

Rarity shook her head. “And you think me so vain as to choose my own life over those of one of my best friends and her brother?” She walked past Cheerilee, making her way for the center of what was once Ponyville. She stopped and turned around for a moment. “… Get far away from here. It has been my pleasure to know you, Cheerilee. May you find some happiness at the end of this nightmare.”

As Rarity walked away, she heard a muffled response drifting toward her. It sounded like someone had said “I already have.”

--
Cheerilee watched Rarity walk away and sighed. She limped down the dirt road out of Ponyville, holding her side as blood dripped from her. Well, Cheerilee… I think this is it. You’ll never make it out of here. Not like this, anyway. But we did manage save some of the ponies… That’s better than nothing.

She continued on for what seemed like hours. With every step, she felt herself growing weaker. At long last, she collapsed. She managed a laugh which quickly turned into a fit of wheezing. “Looks like… this is… it.” She gazed up at the black sky. “It’s a shame… with the pegasi gone… I won’t even… get a clear, blue sky… to die under.” She placed her hoof on the ground and exerted as much effort as she could, managing to roll herself onto her back. Her stomach was covered in gashes, scrapes, punctures, and fur matted with blood. Small trickles of red still ran from some of them. “Swordpoint… whoever you are… I know you can’t… hear me… but I have a favor to ask…” She wheezed again, unable to draw in breath. She fought it, desperately attempting to hold back her coughing fit, finally managing to control it. “Please… give them hell. For all of Equestria.” She closed her eyes and let darkness overtake her. It felt very soothing. Her pain melted away, and she found herself feeling relaxed and happy. As she slipped under, she smiled wide, happy with the knowledge that the reaplings could not take that from her.

--
Applejack and Big Mac leapt into the air and bucked the nearest reapling in the chest. It was flung backwards into several of its comrades, and one of them held up its arms to block the impact. Instead, its claws impaled the reapling which Applejack and Big Mac had kicked.

Applejack glanced around, taking stock of how many reaplings remained. There will still more than she could count. Dang… Ah can’t keep this up forever. Ain’t there no end to these guys?! She looked at her brother, who was still fighting them off desperately. She ran to him and kicked a reapling which was advancing on his back. “Big Mac… we gotta run. We can’t win, and ya know it. Ah reckon that we’re just buyin’ time fer Rarity. Ah just wish we could know whether she got ‘em out or not.”

Big Mac was about to speak when a shout resonated through the air. Applejack shifted her gaze toward it. That sounded like…

“Applejack! Big Macintosh!” the voice continued to call. Applejack watched as Rarity galloped through the rubble and smoke. She could see Rarity’s eyes light up. Oh mah goodness…

When she reached Applejack, Rarity grabbed her friend’s hoof and pulled. “We must leave! There is no hope for the rest of Ponyville! Cheerilee and I already escorted the citizens outside the city, so please! Come with me!”

Big Mac lunged toward Applejack and shoved a reapling away. He growled fiercely. “Get outta here, AJ! I’ll cover yer escape!” He left her no time for thought, shoving her in the direction from which Rarity had come.

Applejack wanted to protest, but Big Mac gave her a fierce look. “But…” she tried to say.

Big Mac cut her off. “Get. Out. Now. That’s an order from yer big brother. Now listen tuh me and get outta here! Y’all are young, and ya don’t deserve tuh die here! GET MOVING!”

Applejack couldn’t hold back her tears. They fell freely and stung her cheeks. “… okay,” was all she could manage. She took a deep breath and said “Ah… Ah love ya, big brother. Don’t forget that.” She turned on her haunches and galloped away with Rarity, tears staining the ground as she ran.

--
Big Mac fought back his tears as Applejack and Rarity ran away. He faced the horde of reaplings as they advanced on him. “Y’know,” he said, speaking to no one in particular, “everypony always thinks that Ah’m a simple farmpony because Ah don’t talk much. Well, that just ain’t true. Ah know enough tuh know that y’all are just pure evil. The things y’all’ve done… Ah can’t forgive.” He stomped his hoof. “Ah don’t expect tuh live through this… but if Ah can keep mah sister and her friend safe, then Ah’ve already won. Now do your worst, ya dirty bastards.”

As they charged him, he thought of his lost family and home. A single tear fell from his eye as he lunged headfirst into their ranks.

--
Rarity reached the edge of Ponyville with Applejack in tow. She glanced back just once at the ruins of what was once her home. Not anymore… but if Swordpoint and Rainbow can end this nightmare, maybe it will be, again… Someday…

They continued to run down the dirt road, not daring to look back. It was a long time before either of them spoke.

“… so…” Applejack choked out. She swallowed and forced herself to continue. “Do you think he…”

Rarity hung her head. “Darling… don’t think about it. He did what he had to do for you.”

Applejack stopped and put her hooves on her head. “But Ah didn’t want him to! What do Ah got left, now?! Ah’ve lost mah home, mah family… and most of mah friends. Where will Ah even go? It’s pretty much over, Rarity. Even if Swordpoint and RD stop them dang things… they still took out most of Equestria. It’s… over.”

Rarity skidded to a halt. She approached her friend and embraced her. “Applejack… I’ve lost my home, as well. I don’t even know if I will see Sweetie Belle again. But you can’t give up like this. I promise… we still have each other. And who’s to say that our other friends aren’t still alive?” She did her best to manage a smile. “We should make for Canterlot. I’m sure that the survivors are going to go there, as well.”

Applejack let herself go. She cried on Rarity’s shoulder, letting out all of the pain and depression she felt. She never saw the reapling which landed directly behind Rarity, and Rarity never heard it.

Chapter 17: The True Agenda

Swordpoint glided down the shaft gently, avoiding the wires protruding from the sides. Rainbow was ahead of him, easily dodging all the metal structures jutting from the walls. What could possibly await us at the bottom? And why have we not encountered any of these beasts here? This is their home! Surely they could not have it so poorly defended…

“So, Swordpoint,” Rainbow called back. “How do you think we’ll get back after this?” There was just a hint of worry in her voice.

“… I do not know, Rainbow,” Swordpoint said solemnly. “But I trust in our guides.” Looking ahead, he spotted the end of the shaft. “There! Ground!” He quickly righted himself and landed gently. Rainbow landed beside him.

Swordpoint examined his surroundings, noticing that the walls and floors were made of metal here. The wires he’d seen in the shaft continued through another tunnel. “Look,” he said quietly, pointing to the wires. “We should follow them. It is our best chance.”

Rainbow nodded, and the two slowly walked into the tunnel, with Swordpoint trying to look in all directions in preparation for an attack. Neither of them noticed the small surveillance camera trained on them.

--
Faehron thrust the sliding metal door open by hand and ran inside. “M-masters!” he shouted, out of breath. “We have intruders!” He watched as the three thrones turned around slowly.

“Surely you jest,” the figure in the middle throne said quietly. Its face was blank.

Faehron shook his head fervently. “No, master Talraan! The security footage has identified two pegasi inside Olympus!”

Talraan stood quickly. “And how did they get here?” he asked, a hint of anger in his voice. His gaze seemed to pierce Faehron’s soul.

“I… I do not know!” Faehron pleaded. “They certainly couldn’t have come from outside! There is no way they could survive in the vacuum around Olympus!”

Talraan turned to the reapling leader on his left. “… what do you think, Malore?”

Faehron began to ease a little. Surely they will not punish me… I am not responsible for this intrusion!

Malore crossed his arms and snarled. “I think that this intrusion is nigh impossible. Unless…” His eyes met Talraan’s. “Do you suppose that those annoying flies have actually managed to guide them here?”

Talraan turned to the reapling on his other side. “Krellach, I suppose you have an opinion on the matter?”

Krellach stood and walked toward Faehron. “I do. It is my opinion that a breach via the nexus should have easily been detected, and yet you failed to do so, Faehron. Why is that?”

Faehron’s eyes widened as he realized that he was no longer safe. “I-I-I don’t know! I don’t even know how we would detect such a thing!”

Krellach swiped his hand and picked Faehron up by the neck. Faehron struggled against Krellach’s might, but he couldn’t move. “Surely,” Krellach began, “there must be punishment for this failure.”

Talraan smiled vindictively. “Indeed, Krellach. Do as you please.” He watched as Faehron’s eyes filled with pure terror.

Krellach squeezed and crushed Faehron’s neck like it was made of plastic. Krellach released his grip, and Faehron’s lifeless body fell to the ground.

Talraan smirked. “We are close to achieving our goal. We must assume that they either wish to destroy this place or to kill us. If they destroy Olympus, it will be of little consequence. Once we can open the portal, all of the universe will be ours for the taking. The disunity and death of our brethren means nothing if we can literally change history.” He casually walked to Faehron’s corpse and stepped on Faehron’s head, causing it to pop in a shower of black blood. “Let us make haste.”

--
Swordpoint kept a close eye on the wires running through the ceiling. He kept glancing around in all directions, as well. He could see a larger room at the end of the tunnel, although he refused to rush through.

“Swordpoint?” Rainbow called. Her voice was very quiet, and she put her hoof on his back.

Swordpoint turned around. “Yes, Rainbow? I am here.” He continued to keep an eye out around himself.

“Do you… do you think that they know about that nexus place?” she asked, eyes wide. She glanced around nervously. “I mean… they could go anywhere from there.”

Swordpoint shook his head. “I wish I knew, Rainbow. I only pray that it eludes them. If they learned of its existence… it would be catastrophic.” He continued walking toward the room at the end of the tunnel, and Rainbow followed.

As the tunnel opened up, Swordpoint could see a strange metal contraption. “Rainbow… what is this?”

Rainbow approached it carefully. It was as tall as the ceiling, and it hummed and whirred loudly. “Dunno… but it looks important. I bet if we break it, we’ll be able to destroy this place!”

Swordpoint nodded. “Very well. Perhaps I can destroy it with magic.” He extended his wings and let his golden aura encompass him. As he felt his energy spike, he released his spell, sending a powerful lightning bolt at the machine. It struck and caused the machine to whir even louder, but it quickly returned to normal.

“Damn!” Swordpoint exclaimed. “If it cannot be overcharged… then how can we destroy it?”

“You cannot,” a deep voice called from behind them. Swordpoint wheeled around instantly and glowed gold once more, causing a black lance to materialize. He gripped it quickly and trained it on the source of the voice.

“Who are you?! Show yourself!” Swordpoint demanded. The metal wall across from him began to ripple like water, and a very large reapling stepped through it. Swordpoint prepared himself for a fight.

“I am Talraan,” the reapling said calmly. “I am the master of Olympus, and the greatest of the three leaders. You stand in my court, you wretches.” Unlike the other reaplings, Talraan wore a long, flowing coat that was blood red.

Rainbow growled. “So you things can talk, huh?! Why are you doing this?! Why would you have to attack Equestria?! What could you possibly be looking for?!” She stamped her hoof angrily. “Answer me!”

Talraan floated toward them. “We are not searching for anything. We are simply following the cycle. When the world advances too far, we destroy it and watch as it is rebuilt in a new way. This has been the way of things for millennia.” He smirked at them. “In fact, you could say that we created your kind. We allow you to live, and we ensure that your civilizations never destroy themselves.”

Rainbow lunged without warning. Swordpoint saw her and teleported behind her, grabbing her tail and swinging his lance at Talraan. As it connected with Talraan’s leg, a small splash of black blood came from the wound. Talraan didn’t even move.

“You think such a weak weapon could kill me?” Talraan laughed in a demonic voice. “Tell me, did those fools from the nexus send you? What were their names… Levian and Zolon? Alzan and Xenio?”

Swordpoint tried to hold a straight face, but he felt his stomach clench. “What would you know of that, fiend?!” He was shaking.

“Oh, we know a great deal. In fact, we were just on our way to become the masters of this universe.” Talraan grinned, revealing rows of razor sharp teeth. “You’re welcome to watch… if you don’t die first.” He pointed at the machine behind Swordpoint and glowed with a black and green aura. It surrounded the machine, which exploded in a shower of sparks and debris seconds later.

Swordpoint lunged for Rainbow, grabbing her and avoiding most of the shrapnel. He could feel several shards of metal embedding themselves in his flank, however. He refused to cry out. “Why?! Why would you destroy your own home?!”

Talraan chuckled. “Do you not understand the power that dwells within the nexus? Ha! It seems that your guides have withheld some terribly important information from you.” He waved his cloak and disappeared within it. “Enjoy your death when Olympus collapses,” Talraan’s voice called. “I would say that you have approximately fifteen minutes before the shockwave of the control system’s destruction reaches the core. Pesky safeguards. Perhaps I will allow you to live in service of me once I change the world. You are the first two ponies to ever set foot in Olympus, so you certainly must be strong.”

Rainbow stood shakily. “Wh-what are we gonna do?!” She darted around the room, looking for anything that could help them. “This place is gonna explode! How can we get out?!”

Swordpoint grimaced at the pain in his flank. “If they have a way inside the nexus, then that is our only chance. We must hurry!"

“But how are we gonna find that?!” Rainbow shouted. “This place is huge! We’ll never make it in time!”

Swordpoint closed his eyes and cast a tracer spell, feeling for energy spikes. All around him, he could sense power spiking from the destruction of the machine. “I… I cannot find-“ He stopped when he felt a massive surge of magical energy. The power radiating from it was overwhelming. “Wait! That must be it! It is nearby, Rainbow! Follow me!”

--
Talraan materialized in the throne room of Olympus and glanced at the other two masters. “The time has come. Let us open the portal.”

Krellach stood and smiled. “I am ready, Talraan. Let us ascend to godhood.” He walked to a control panel in the corner of the room. “Malore, could you please assist me?”

Malore followed Krellach. “Of course. How shall we open the portal, though?”

Talraan nodded to Krellach, who hastily threw a switch. Metal clamps sprung from the ground and ensnared Malore.

“What is this treachery?!” Malore shouted. “You cannot do this!” He flailed wildy, but the bonds held.

Krellach pushed a small button, and Malore screamed in pure agony. A white light surrounded him as his energy was slowly drained. Talraan watched in wonder as space and time began to rip before his eyes. He saw the portal open into the swirling sea of colors and squealed with delight. “Perfect!” Talraan cried. “It is mine at last!”

Krellach stepped away from the control panel, leaving Malore to scream until he no longer drew breath. “You do mean ‘ours,’ yes?” He approached Talraan cautiously.

Talraan spun around and pointed at Krellach, causing a large, black spike to rise from the ground, impaling Krellach. “You fool. There is only room for one master in my new world. Now die, here.” Talraan turned and entered the portal slowly, smiling the entire time.

--
Swordpoint and Rainbow galloped toward the source of the magical energy he had felt. “We are close, Rainbow. Just a bit further.”

As they rounded a corner, they came to a skidding halt as they found at least ten reaplings blocking their path. They each roared and prepared to fight.

“Oh, buck!” Rainbow shouted. “What are we gonna do?! We can’t fight this many!” She glanced rapidly around the hallway, searching desperately for a way out.

As the reaplings prepared to charge, a voice called out. “STOP!” The reaplings turned around and saluted at once, parting their ranks. A slightly larger reapling stepped through, his large hands behind his back. “It is my understanding that you two are here to stop us from destroying your civilization, yes?”

Swordpoint stepped forward. “Y-yes, that is correct.” He held his lance at the ready. “What will you do? Stand in our way?”

The reapling spat to the side. “I would have, if our masters had not doomed us all.” He produced a strange orange and white stick, put it in his mouth, and lit the end of it with a small contraption. It produced a great deal of smoke, which the reapling seemed to be inhaling. “They are no longer concerned with the cycle. Instead, they wish to rule the world. I was not raised to believe that. They would eliminate the Great Change, instead having us walk the earth in this vile form.”

“Are you saying that you wish to help us?” Swordpoint asked hesitantly. He did not ease his stance.

The reapling who was inhaling the smoke stick nodded. “Yes. I do. And I know that you have no reason to trust me, but why should I bother with trying to kill you when that fucking idiot, Talraan already killed us all?” He tapped the side of the smoke stick, knocking some ashes to the ground. “You see… we are changelings… or at least, we become changelings. It’s our task to regulate the development of ponykind. Equestria was so far developed that we had to destroy it before it became too powerful. But now that Talraan has ensured the destruction of Olympus, he’s going to break our bond with one another. Olympus is like a hive-mind that keeps us linked together.”

Rainbow sighed. “I’ve heard about the changelings and their hive-mind thing… you’re saying it’s true?” She grabbed the dagger hidden behind her wing.

The reapling laughed. “Yes. It is. And please, put those things away. We only have about five minutes until Olympus is destroyed.” He flicked the smoke stick away. “Now, then… If you’ll follow me, the throne room is just through here. Talraan has already opened his vile portal. If you don’t trust me, then consider this a sign of good will.” He turned to his soldiers. “Men… we are defeated. Instead of dying at the hands of the traitor, die with honor. Take your own lives.”

His soldiers obeyed immediately, using their claws to slit their own throats. Black blood ran freely across the ground. “Are you satisfied? I plan to do the same once I show you where to go.”

Rainbow shielded her eyes and fell to her knees. She became violently sick at the sight. Once she was finished, Swordpoint helped her to stand. “I trust you. Please, show us the way. I promise that I shall avenge you all.”

The reapling smirked. “That sounds good. Come this way please.” He turned and threw the sliding door open. As he stepped inside, he scoffed. “You might want your marefriend to close her eyes. This doesn’t exactly look pretty.”

Rainbow was about to comment on what the reapling had said when she saw the bodies of the two other masters. She closed her eyes quickly. “L-let’s just get out of here!”

Swordpoint glanced at the portal. “Is that the way inside the nexus?” He felt immense magical energy emanating from it.

“Yes,” the reapling told them. “That would be it. And now that you’re here, I believe my services are no longer needed. I wish you the best of luck.” The reapling used his claws to slit his own throat, just like his comrades had. He collapsed to the floor in a pool of black blood.

Swordpoint swallowed. “This is it, Rainbow.” He was ready to tell her that he was unsure, but then the ground began to shake. They could hear explosions in the distance, signaling the destruction of the core of Olympus. “Let’s move!” Swordpoint shouted, grabbing Rainbow’s hoof and lunging toward the portal.

They fell through another door inside the nexus, which was destroyed mere seconds after Rainbow came through. Swordpoint righted himself and saw Talraan ahead of them. Talraan glanced back at them with a simple growl before entering a large door. Swordpoint charged after him, but he wasn’t quick enough.

--
Rainbow opened her eyes. “Hello?” she called. “Is anypony there?” Her voice echoed through the empty space. “Swordpoint? Where did you go?!” She walked onward, making no visible progress. At last, she saw the outline of a familiar pony in the distance. She galloped toward it, her heart racing. As she neared it, she realized that it was Swordpoint. “Swordpoint! What happened?!”

Swordpoint turned to her. “Are you ready, Rainbow?” he asked calmly. He looked so very tired and hurt. His body was covered with wounds.

Rainbow recognized this scene. “I… I’ve seen this before. In my dreams. This must be it. The end.” She stepped closer to Swordpoint and wrapped her forehooves around him.

Swordpoint smiled. “We are close. We should have anticipated that they would know about the nexus.”

Rainbow chuckled. “It’s not like it matters, anymore. We just gotta kick his flank. We can do this, you know?”

Swordpoint smiled at her warmly. He leaned his head down toward hers, and Rainbow closed her eyes. As long as we’re together, we can do this. She locked lips with him, and she felt herself floating away. In that moment, the two of them were one. She felt so much stronger with him there, and she never wanted it to end. As she broke the embrace, she gave him a smile. “Let’s save the world, Swordpoint.” Together, they faced the door, opened it, and stepped inside.

Chapter 18: Victory...?

Celestia lit her horn and conjured a powerful barrier around Twilight and the citizens she was escorting. “Come now, vile creatures! Face me!” She stood her ground, daring the reaplings to charge. She did not waver, standing tall and unafraid against the greatest enemy she’d ever known.

The reaplings snarled and charged at her all at once. They extended their claws and prepared to attack, but Celestia took to the air before they could reach her. She casted powerful fire spells, charring the flesh of the reaplings. Their companions gave chase to Celestia, rising into the air after her.

“Twilight!” Celestia shouted. “Get my citizens to safety! I will take care of this!” She darted away, taking the group of attacking reaplings with her. She looked back to see Twilight, Shining Armor, and the citizens making a hasty escape.

“Alright, reaplings,” Celestia said calmly. “I am not afraid to die. I hope you aren’t, either.” She lit her horn again and rained down flaming meteors on the reaplings. They fell quickly under the might of her magic. I don’t understand… One of these creatures was more powerful than my magic, and yet now they fall like butter under the knife. Why the sudden change?

--
Spitfire rushed through the city, attacking reaplings left and right. Fleetfoot followed her diligently, backing her up and finishing off the weaker reaplings. Spitfire turned to her partner. “Looks like we’re winning, Fleetfoot! Only thing I don’t get is that they seem so much weaker than they were before! These bastards were a whole hell of a lot tougher the last time I fought them!”

Fleetfoot laughed. “I guess that just makes things that much better, huh? I’d rather they be easier to kill than harder!” She did a quick barrel roll and gored a nearby reapling with a small knife she had in her horseshoe. “Easy as that!”

Spitfire flew straight upward and took stock of the battle. “Alright, Fleetfoot, it looks like we’re pretty close. There’s not many left, so we just need to take care of them and Canterlot will be safe. Are you re—“ She was cut short when she saw Celestia fending off a large group of reaplings. There were more than twenty of them chasing her.

Fleetfoot stopped next to Spitfire. “What’s wrong, boss? Are you al—“ Spitfire cut her off quickly.

“Get to Celestia and help her now!” Spitfire screamed. She took off at full speed toward her princess. Hang on, princess… I’m not gonna let these bucking murderers kill you, too!

--
Twilight and Shining Armor galloped to the city exit with the survivors, feeling a wave of relief. “Shining Armor!” Twilight cried, “we’re almost out! We’re actually going to make it!”

Shining Armor managed a smile. “Yeah, you’re right. We just have to keep moving. Don’t look back, everypony! Just keep running!” He galloped onward, a determined look on his face.

Twilight stole a glance back, seeing Celestia facing a steadily growing force of reaplings. She skidded to a halt and looked at her brother. “Shining Armor! You keep going! I’m not abandoning Princess Celestia or Spitfire!”

Shining Armor gasped. “Twilight! You can’t! Celestia is trying to buy us time! She doesn’t want us to get hurt! Just keep going!” He was pleading with her, trying to drag her onward with his forehooves.

Twilight lifted him into the air with magic and placed him a short distance away from her. “Get them out of here. This is my duty, Shining Armor. I’m not leaving my mentor behind.”

Shining Armor tried to protest further, but Twilight turned to him with a fiery stare. He was struck silent at the sight of her passion. “… stay safe, little sis. I love you.”

A tear formed in the corner of Twilight’s eye. “I love you too, big brother.” She darted off toward the battle, leaving Shining Armor to guide the survivors out of the city.

--
Celestia dove toward the ground, trying to shake the constantly growing force of reaplings. They’re almost out of the city… just a little more, now…

A sharp voice cut through the air. “Princess! Don’t start the party without us!”

Celestia’s gaze shot skyward to find two pegasi trailing thunderhead clouds behind them. “Spitfire! Fleetfoot!”

The two Wonderbolts blazed toward Celestia, knocking several reaplings away. Spitfire swung her lance deftly, filling the air with splashes of black blood and pieces of black flesh. She approached Celestia, having stunned and disoriented the group of attacking reaplings. “You okay, princess?”

Celestia smiled and nodded. “Yes, Spitfire. Thank you. But you should escape now. I am ready to die for my mistake, and I would not see you harmed, as well.”

Spitfire growled. “Forgive me for this, princess, but you deserve it.” She swung the backside of her lance at Celestia’s head, and it connected with a dull thunk. Celestia’s eyes widened in shock. “I’m sorry, princess, but that kind of talk is flat out ridiculous. You should be more concerned with killing these stupid bucking creatures than self-hating.”

Celestia felt no resentment or anger at Spitfire. She knew that Spitfire was right, and she only nodded. “… let us destroy them all.”

Twilight approached Celestia and Spitfire at full gallop. “Hey! Don’t forget me!” She stopped quickly beside the two, staring into the sky at the remaining reaplings. Fleetfoot landed next to her with as much grace as one would expect from a Wonderbolt.

Celestia spun around, but she did not scold Twilight. Instead, she cast a spell which caused wings to sprout from Twilight’s back. “Fight with us, Twilight. I would tell you to run, but I know that you’re determined to save this kingdom. I would be honored if you would stay by my side.”

Twilight bowed quickly. “Let’s go, everypony! They’re coming!” She launched into the air alongside Spitfire, Fleetfoot, and Celestia, charging at the reaplings. Her horn glowed with her purple aura, and she sent a wall of lightning at the reaplings, electrocuting several of them and causing them to fall to the ground below.

“Ha! Nice, Twilight!” Spitfire called. She motioned to Fleetfoot and flew toward the reaplings which were approaching. She swiftly maneuvered between them, swinging the lance back and forth. Swaths of black were flung into the air where she’d hit them.

Fleetfoot grinned wide. She didn’t attack the reaplings, however, only choosing to follow close behind Spitfire. “We’ll be done with them in no time, at this rate.”

Celestia stayed beside Twilight, casting powerful magic spells against the reaplings. She glanced at her comrades. “Come close to me, my little ponies!” Spitfire and Fleetfoot obeyed at once, soaring next to Celestia and stopping, floating in place. Celestia conjured a barrier around the four of them before casting a spell to control the very sun. She increased its power, sending powerful beams of sunlight out. The beams shot straight through Olympus, which split in half before exploding in the sky. The radiant light of the sun shone through once again, and the beams of light which Celestia controlled burned the remaining reaplings to charred husks. Celestia allowed the barrier to dissipate and landed gently on the ground.

The others landed beside Celestia, still dumbstruck by the awesome might that they had witnessed. “Wha… how did…” Twilight stuttered.

Celestia shook her head. “Make no mistake; that was not my power alone. I believe that was the work of Swordpoint and Rainbow Dash.” She sighed deeply. “… It is finally over. We have won.” She smiled at Twilight, but her smile faded quickly as she saw Fleetfoot approach Twilight from behind with a knife in her hoof. Acting quickly, Celestia threw Twilight aside with her magic. Fleetfoot lunged and missed Twilight, only to drive her knife through Celestia’s neck.

Spitfire shouted in surprise. “What the?! Fleetfoot?! You traitor!” She darted toward Fleetfoot and slammed the back of her lance against the top of Fleetfoot’s head. Fleetfoot collapsed, twitching.

Twilight stood, disoriented by the impact. “What was…” She fell silent as she saw the knife in Celestia’s neck. Celestia was on her knees, gasping as blood poured from her. Twilight ran to her. “Princess… please… no! You can’t die! We need you! Without you, who will rule over Equestria?!”

Celestia grimaced and removed the knife with her magic. She held a hoof to the wound. “Twilight… You must… take the throne… There is no one else left. I had… always intended for you to become my… successor.”

Twilight could barely see through her blurry eyes. “But… how can I rule Equestria? I’m no princess… I’m just a unicorn!” She threw her forehooves around her dying mentor.

Celestia coughed up a small amount of blood. “Your strength comes from within, Twilight. You… were not fully ready, but… you are close. Do not abandon… your studies. Your friends… will give you the strength you need.”

Spitfire kneeled before Celestia. “Princess… I’m so sorry. I don’t understand why Fleetfoot would do this. She was fighting them with me… I just… I’m sorry.”

Celestia collapsed to the ground as her strength began to fade. “Equestria will live on without me. It is… in… your hooves, now…” Her eyes fluttered open for just a moment before closing completely. Her blood ran out of her in a rapidly expanding red pool.

Twilight stood and walked to Fleetfoot. She felt so numb and cold, but she still cast her spell, examining Fleetfoot. “… She’s a changeling. Another damn changeling.” Twilight walked away toward Canterlot Castle without another word, leaving Spitfire with the changeling and Celestia’s corpse.

Spitfire looked at the stunned changeling, who still had the shape of Fleetfoot. “You bucking asshole. I hope you like fire, you son of a bitch, because this is a one way ticket to Tartarus.” She raised her lance and plunged it deep into the changeling’s head. She heard a dull cracking sound as its skull broke. As it slipped from consciousness, it revealed its true form.

“… good,” Spitfire said quietly. “Now I can finish this.” She dropped the lance and picked up the dagger the changeling had used. She held it absentmindedly, examining her reflection in the steel. As she raised it to her throat, her hooves shook. She could barely stand. “I’ll see you real soon, Soarin.”

--
Twilight opened the door to the throne room without much thought. Her expression was blank, and her entire body felt numb and cold. She stared for a moment at the empty throne which bore Celestia’s symbol. “… I’m unfit to sit there.” She turned on her haunches and left the way she’d come. The wings remained on her back. In fact, they didn’t even feel fake. They felt real… as though she’d become an alicorn. As she stepped outside into the light of the day, she spread the wings and flew to the east, toward the Everfree Forest. She landed just outside of it and stared inside for a moment. She glanced back only once before stepping inside the forest. She didn’t turn around again; she didn’t want to. The kingdom lied in ruins, and barely anypony had survived. As she walked through the forest, she remained completely silent. No thoughts ran through her mind, and her body still felt cold and dead.

She walked for a long time, longer than she could keep track of. The sun didn’t move through the sky at all, so she had no reference of time. Finally, she fell to her knees, exhausted. “This is it,” she said quietly. “It’s all over.” Her ears perked up at the faint sound of clucking. She glanced in the direction of the sound to see exactly what she had expected. A cockatrice clucked angrily as it charged her. Twilight stared into its eyes wordlessly. As her body began to turn to stone, she sighed deeply. I would rather this than face what Equestria has become, was her final thought.

Prologue: Omens

Rainbow Dash looked up at the sky from her shady spot beneath the tree. Her rose eyes focused on the several lazy clouds above. Man, what a beautiful day, she thought to herself. It truly was, with the sun shining over Equestria. It made the lake seem to sparkle as if it was filled with diamonds. She only wished that she could've had more rest. She'd been plagued by nightmares for awhile, and she hadn't gotten a good night's sleep in some time.

"Alright, I can't laze around here all day," Rainbow said to herself. Slowly, she stood up, her joints popping. She spread her wings wide and looked skyward. She began to flap her wings quickly, and she lifted off the ground at once. She pushed her wings hard, gaining speed as she went. It felt good to be in the air, with her mane flowing in the wind and the rush of the air upon her face. Her blue coat still stood out against the deep blue of the sky. I wonder what Twilight wants to tell us... she wondered, recalling the conversation the two shared the day before.

--
She was blazing through the sky, gaining speed every second. She smirked and swung upward. She climbed higher into the sky, feeling the wind rush through her mane. When she broke the cloud barrier, she quickly turned, folded her wings against her body, and dove straight down, spinning her body rapidly. She fell at an alarming pace, but she wasn't afraid. The ground drew closer and closer, yet Rainbow only smiled. She loved the rush, and the fast approaching ground excited her. At last, she opened her wings and pulled up moments before crashing into the ground in a broken heap. She landed carefully, panting. Alright, that's enough for today. Once she had caught her breath, she again spread her wings and took to the sky above Ponyville.

She flew over the humble homes in Ponyville. Looking below, she could make out several ponies she recognized. Carrot Top was exiting Sugarcube Corner with a bag undoubtedly filled with treats. Carrot Top glanced up and waved happily at Rainbow, who returned the wave. In the town square, Lyra was entertaining a small crowd with her lyre. Rainbow also saw Twilight hastily trotting down the the main road.

"Hey, Twilight!" Rainbow called. Twilight didn't look up at the sound of her name. Rainbow simply sighed and descended toward her friend. "TWILIGHT!" At this, Twilight looked up. Rainbow smiled as she landed next to her, although her smile quickly faded when she saw Twilight up close. Though normally very painstakingly groomed, Twilight's purple and pink mane was frizzy, and hairs stuck out everywhere throughout her purple coat. Her lavender eyes were puffy and half closed.

"Oh, hello, Rainbow Dash," Twilight answered, yawning. She rocked on her hooves, and Rainbow reached out her hoof to her. Twilight managed to steady herself, but only barely. "I'm glad you stopped to say hi. I need to talk to you."

"Hey, uh...are you okay?" Rainbow again reached her hoof to Twilight when she shook. Her eyes fluttered open and shut. "You don't look good... You need to get home and sleep."

"It's a long story..." Twilight sighed. She rubbed her eyes and yawned again. "Could you meet me at the library tomorrow evening around 6 PM? I've already asked the others to come. I have something important to discuss with all of you."

"Sure, Twi," Rainbow replied, feeling uneasy. "Whatever you need."

"Thanks, Rainbow. I have to do some studying, so I'll see you tomorrow." Twilight trotted off unsteadily toward the library.

Rainbow thought for a moment. "Hey, Twilight!"

Twilight stopped and turned around. "Yes, Rainbow Dash?"

"Have you, uh... have you had any weird nightmares, lately?"

Twilight looked confused. "No... why do you ask?"

Rainbow looked away, a frown touching her face. "Oh, nevermind."

Twilight gave her a confused look but quickly shook it off and walked away.

Rainbow watched her go in silence. "What the hoof..." She shrugged and spread her wings again. She took to the sky and headed toward Cloudsdale, wondering what could have her friend so flustered. Maybe she missed a letter to Celestia again or something... Or failed a test? Man, I hope she isn't getting called back to Canterlot or something! Or wait... Maybe it has something to do with these nightmares... Even if she doesn't know. I know better than to mess with dark omens and stuff.

"The dreams," Rainbow mused aloud as she passed over Sweet Apple Acres. "I had another one just last night, after I talked to Twilight..." They weren't dreams, really. In fact, they were too brutal to even be called simple nightmares. The images which came to her regularly in her sleep disturbed her beyond reason. Memories of the previous night's dream came back to her at once.

She walked through a dark, desolate wasteland. There were no signs of life to be found. A vulture rested on a dead tree to her right, watching her and waiting. The sky was a dark and cloudy grey. She felt uneasy as she strode through the unfamiliar, deserted land.

"Hello? Is anypony there?" She called out. Her only response was her echo. She shivered and walked on. The lack of life was unnerving, and she was surrounded by desert on all sides. No, it couldn't even be called a desert. The earth beneath her hooves was not sand... but dirt. Dirt caked with ashes. Determined, Rainbow kept moving. It wasn't long before she came to the ruins of a village. There were no signs of life, only smoldering buildings and debris littering the streets. As she trotted through the broken wreckage, she came to realize that she was in Ponyville... or at least, what was left of it.

The ruins of Sugarcube Corner sat on her left, and she immediately went to investigate. When she went inside, she felt sick. Lying there was the body of one of her best friends, Pinkie Pie. Pinkie's coat was matted with blood, and her hide was torn open in three large gashes. The expression frozen on her face was unnerving... as if she had died in the midst of extreme agony. Rainbow fell to her knees and felt her stomach churning. She leaned over and began to gag. She fought it back, but she still couldn't keep the contents of her stomach down. She began to vomit onto the ashy floor, her head reeling. At last, she wiped her mouth and stood. She ran outside hastily, desperate to escape the gruesome scene.

She was no better off in the streets. The ashen pathways were no longer empty. They were now littered with lifeless ponies, each looking as terrible as Pinkie. The gashes appeared unearthly, larger than even a timberwolf's claws. She shut her eyes and pressed her hooves to her temples. "No! This can't be happening! Somepony! Anypony! MAKE IT STOP!" She fell to the ground, rocking back and forth. It was too overwhelming... too much death. She lied on the ground in the same position for a very long time, until she at last awoke. Her pillow had been stained with tears.

Rainbow felt sick again. She glanced below herself in an effort to distract her thoughts. She was just entering into Ponyville, now. Rainbow sighed. Ugh... so much crap on my mind... Maybe Twilight can put all this junk to rest. She spotted the library and began her descent, which was slower than usual. She landed gracefully just in front of the door to the library and folded her wings against her body. She brushed some dust off of her coat and knocked on the door. After a moment, Spike answered.

Rainbow smiled at Spike. "Uh, hey, Spike. Is Twilight around?"

"Oh, hey, Rainbow!" Spike answered happily. "Yeah, Twilight's inside. She's been waiting for you."

"Oh, cool. Anypony else here, yet?"

"Yeah, Fluttershy and Rarity are already here." At this, Spike turned around and began to blush. Rainbow looked behind him to see that he was looking at Rarity. Oh, Spike... she thought to herself, chuckling a little. Spike let her inside and she casually walked to the table where her friends sat. Looking around, she could see the library was a mess. There were books everywhere, along with parchment, quills, and trash. Wow... Twilight's been hitting the books pretty hard...

"Hey, girls," Rainbow greeted as she sat down at Twilight's table. Her friends each gave her a hearty smile.

"Oh, hello, Rainbow! How are you, darling?" Rarity chimed. She looked her usual best, and Rainbow was pretty sure she took at least an hour to get ready that morning. "We were just talking about next month's vacation to Canterlot!"

Oh, Celestia...She's gonna try to get me into some prissy dress that I don't wanna wear...I just know it, Rainbow thought, groaning. She was about to object when Twilight descended the stairs.

"Hi, Rainbow," Twilight greeted without much enthusiasm. She looked even worse than she had the day before.

"Twi, what's wrong?" Rainbow called, alarmed at her friend's condition. "You look terrible!"

"Like I said, it's going to be a long story," Twilight replied, sighing. "We'll wait for Pinkie Pie and Applejack to get
here before I tell it."

Rainbow simply gave her a concerned look, and then shook it off. She sighed and looked at her friends. Fluttershy was smiling, although she was still her quiet self.

"So what's up, Fluttershy? Have you been practicing that cheer?" Rainbow asked her childhood friend, smiling.

"Oh, um, yes, but, uh...I don't know if it's good enough, yet..." Fluttershy responded with all of her usual timidity.

"Well let me hear it!" Rainbow demanded. She was sure Fluttershy would have it in her if she just kept trying.

"Oh, no, I couldn't..."

"Come on, Fluttershy! Let's hear it!"

"Oh, okay..." Fluttershy drew in a deep breath. "YAAAAAAAAAAAAAAAAAAAAAAY!!!!!!!!!!!!"

The three mares were knocked from their chairs.

"SWEET CELESTIA, FLUTTERSHY!" Rainbow exclaimed. Wow, guess she DOES have it in her!

"Wow, Fluttershy! Bravo!" Rarity applauded.

"Oh, I'm sorry! I didn't mean to!" Fluttershy began to say apologetically.

"What?! That was perfect! I want you to cheer like that from now on!" Rainbow happily told her friend as she got back into her chair. Just then, there was a knock on the door.

"I'll get it, guys," Rainbow announced as Twilight began to get up. She flew to the door and opened it to find Applejack and Pinkie Pie together. Pinkie Pie was bouncing up and down, and Applejack was drooping slightly. Her mane was untidy and her eyes were puffy.

"HIYA, Dashie!" Pinkie greeted. "Are we late?" She continued to hop in place.

"Not really," Rainbow answered with a smile. As random as Pinkie was, Rainbow was always happy to her smiling, pink friend. "Everypony's waiting inside. How's things, AJ? You look exhausted!"

"Well," Applejack began with a tired note in her voice, "Ah finally finished the apple harvest for this year. Ah'm glad Scootaloo and Sweetie Belle helped us out this year, else it woulda taken a heckuva lot longer than it did."

"Well, why don't you come sit down?" Rainbow told her. "Plenty of room."

"Don't mind if Ah do, sugarcube." Pinkie and Applejack came inside and took their seats at the table.

"Great," Twilight sighed, "now that everypony's here, we can start." Twilight looked around and groaned. "Ugh! I forgot the materials... I've been so distracted ever since... well, I'll tell you once I gather my things. I'll be right back, girls." Twilight trotted upstairs and left her friends to converse amongst themselves.

"So, Dashie," Pinkie began innocently, "how's your training for the Wonderbolts going?"

"Honestly," Rainbow replied, shifting her eyes, "I've been kinda...slacking off a little. I know, I know! I need to practice harder, but it's just that I've been so preoccupied lately. I've been having these weird dreams, and I just feel like I'm getting some bad vibes or something, I dunno. It's had me really distracted."

"Sounds like you need to buckle down and get serious, sugarcube," Applejack replied sharply but not unkindly.

"Yeah, I guess so, but I still feel like--" Rainbow began.

"Okay, girls, I have everything I need," Twilight interrupted, descending the stairs with a book and several research notes.

"Alright, then, darling, let's hear it," Rarity said to her friend, fidgeting anxiously in her seat.

"Here we go." Twilight opened the book and laid out her research notes. "Get comfortable, because this may take awhile.

"Basically, I've noticed some strange phenomenon in the sky lately. At first, I thought it was just a comet or another planet or something, but...Once I examined it through my telescope, I...I found something very strange and disturbing." Twilight placed several pictures on the table, all of which depicted a strange, greenish-black orb. "This is what I saw when I examined it. I don't know what it is, but this picture shows it zoomed out a little. I don't like the looks of it." Indeed, the next picture she showed them had the same orb, except that now, a black aura was visible surrounding it.

Rainbow Dash began to shiver uncontrollably. Whoa, that's pretty scary...

"I've been doing research through every book in the library to see if any of them mention something like this, but...none of them do." Twilight opened the book on the table. "This is the closest I came to finding a reference of it." She pointed to a passage which she had circled. It read 'Numerous unidentifiable objects have been seen in the skies, but this has mostly been attributed to the lack of proper stargazing materials or insufficient magic to power the telescopes used. Astronomers have dismissed these strange findings for years, calling them nothing more than a fluke.'" Twilight looked up. "But it definitely doesn't look like a fluke to me. My magic's always worked just fine, and I can't see how it can be failing now. I...I'm scared, girls. This isn't natural, and I'm afraid that this could be more dangerous than anything we've encountered." Twilight was twiddling her hooves.

"Twilight, whatever it is-" Rainbow began, but she was quickly cut off.

"Darling, don't you think you're overreacting a tad?" came Rarity's reply. "I mean, it's possible that your telescope could be malfunctioning. Magic isn't perfect, you know, even for you."

"But, Rarity, I-" Twilight tried to answer, but she was again interrupted.

"Yeah, Twi," Applejack cut in, "Ah don't think it's really anything ya gotta worry about. Ah don't know much about unicorn magic, but Ah do know that it can be a little iffy from time to time."

"But you're not listening to-"

"Aw, come on, Twilight!" Pinkie happily interjected. "You can't let a little mistake get you all down! How about we have a party to cheer you up?! It'll be so much fun! I'll bake cupcakes and we'll all have a great time! There'll be games, and sweets, and..." Pinkie Pie continued to talk to no one in particular.

Twilight looked at Fluttershy and Rainbow. "You two believe me, don't you?" She pleaded.

Fluttershy looked away. "Well, um...I don't know, Twilight..." came her answer. "I think it's probably some kind of mistake..."

Rainbow just looked silently at Twilight. She had begun to cry. Rainbow left her seat and walked over to Twilight. "...I believe you," she whispered. "Let's have them go home and we'll talk. I understand this probably as much as you do." Twilight only nodded.

"Well, I guess we should all head out," Rainbow quickly burst out. "I'll stay here, because I need to check out the last few books in the Daring Do collection, but I guess I'll see you guys later."

"Mm, yes," Rarity yawned. "I should really be getting home. I have an order due for Filthy Rich tomorrow."

"Ah guess Ah should catch some sleep," Applejack announced. "Ah'll see you girls later."

"Oh, I should probably get back before Angel Bunny gets angry..." Fluttershy said quietly. "I'll see you later, girls."

Rainbow and Twilight watched as their friends began to leave one by one. When everypony had left, Rainbow turned to Twilight and said gravely, "I know what you're talking about, and I believe you."

Twilight breathed a sigh of relief. "I'm glad at least somepony does. But... why? Why do you believe me?"

Rainbow put a hoof on Twilight's shoulder. "Well..." She began to recount her grim nightmares, sparing no details. Twilight listened intently, nodding every so often. "... but it just seems like bad mojo to me," Rainbow finished. "I don't play around with dark omens and stuff."

Twilight scratched her head. "Hm... I couldn't tell you for sure if your dreams mean anything, but I will say that this is a strange coincidence. I've been pouring over texts for days... Nothing even mentions anything CLOSE to this! I know that whatever's up there is definitely not good." Twilight glanced at the pictures on the table and hastily flipped them over with her magic.

"Twi..." Rainbow began, "Whatever happens, I'll stay by your side. I promise you. Even if nopony else will believe you or help you, I will be here. I won't let this happen to Equestria, and I won't let you face this alone. You have my promise as the element of loyalty." Rainbow's expression was unwavering. Her determination was clearly visible.

Twilight hugged her friend. "Thank you, Rainbow."

Rainbow walked toward Twilight's desk, examining the book titles on the ground. All about Stars, A Complete Encyclopedia on Constellations, The Moon and Beyond: An Extensive Guide to the Night Sky... She looked away and turned to Twilight. "So, have you contacted the Princess?"

"Yes," Twilight responded shakily. "I've sent her a letter asking her if she knows anything. I'm hoping that the Canterlot archives will have information on this object." Just as she finished, Spike belched across the room. Twilight and Rainbow looked over to see a letter fall to the ground. Spike quickly picked it up and read the names on it.

"It's from the Princess!" Spike announced. He hastily brought the parchment to Twilight, who levitated it with her magic.

"Thank you, Spike. Let's see what it says...

"Dear Twilight Sparkle, my most faithful student," Twilight read aloud, "I thank you for your concern, but I don't think that anything is wrong. Perhaps your telescope's magic needs calibration? I have seen the same anomaly you mentioned, but it appears to be just another star. You should try to relax, and maybe even take a vacation. You certainly deserve one. Signed, Princess Celestia.

"That's it," Twilight said, defeated. She dropped the letter and fell to her haunches. "Not even Celestia believes me. What do we do now?"

"Well..." Rainbow began. "You said the Canterlot Archives could have some information, right?" Her eyes gleamed.

"Yes, but I don't know that for sure..." Twilight responded. She twiddled her hooves.

"So let's find out!" Rainbow jumped into the air and hovered just above Twilight. "We should go check it out ourselves!"

"Hm... I suppose it's our only option." Twilight nodded. "Yes, we can catch a train tomorrow!"

Rainbow raised her eyebrows. "A train? Pfft, I'm not doing that. Follow me." She motioned to the door, and Twilight followed her outside.

Rainbow turned to Twilight with a grave face. "Alright, grab onto me."

"But, Dash, can you handle my weight?!" Twilight asked, concerned.

"HEY! You're talking to the best flier in Equestria! Don't question me!"

Twilight was unsure of it, but she still wrapped her hoof around Rainbow's midsection. Rainbow spread her wings and took to the sky with Twilight in tow. It wasn't as easy as flying by herself, but she had no trouble staying airborne. Okay... so we're in this alone. We'll just have to figure something out. I'm not letting Equestria die, and I'm not letting Twilight do this by herself. She prepared herself for whatever lie in wait for them. Bring it on.

Author's Note

This was something for which I had an idea for awhile. I finally decided to go ahead and write it. It might be a long one, but hey, I hope it entertains. Should be regular updates to it, so keep checking back.

Also, I just did some editing. It looks less crappy now and I explained a little more (why they keep dismissing her finding as a mistake and how Rainbow could carry Twilight.) Chapter 1 is coming soon, so stick around.

Chapter 4: A Difficult Journey

Twilight awakened to a knocking on her door. She yawned and sat upright. “Wow, it’s morning already… I guess they don’t want to waste any time. I’m glad they have such dedication.” She got out of bed and trotted downstairs to the front door. When she opened it, she was not greeted by her friends. Standing there were Doctor Whooves, Lightning Dust, Vinyl Scratch, Soarin, and Spitfire. Each of them stood tall and stared intently at Twilight.

“Um… can I help you?” Twilight asked. She couldn’t help but look confused.

Spitfire stepped forward. “The better question is ‘can we help you,’ Twilight?”

“I don’t understand…”

Soarin stepped next to Spitfire. “Look, we know that thing up there isn’t good, and we heard from Pinkie that you might know how to stop it, so we want to come with you.” The other ponies nodded in agreement.

“But… this is dangerous!” Twilight burst out. “We may not make it back, and I can’t guarantee anypony’s safety!” Their faces remained unchanged.

“My dear,” the Doctor chimed in, “I believe we are all aware of the risks. We cannot sit idly by and watch Equestria be destroyed. I think you’ll agree that there will be strength in numbers.”

Twilight wanted to argue, but she knew that they would not back down. She sighed. “Alright… I guess we could use the help.” She invited them into her library and set up a table for them to sit down. Once everypony had settled in, there was another knock on the door. Twilight stood up to answer it, but Lightning Dust motioned for her to sit back down.

“I’ll get it, Twilight. It’s probably your friends.” Lightning Dust trotted to the door and opened it. She was greeted by Twilight’s closest friends, with Swordpoint standing near Rainbow Dash.

Rainbow Dash recognized her old flying buddy at once. “Lightning Dust!” she exclaimed, smiling. “What are you doing here?”

“We thought you could use some help.” Lightning nodded to the ponies sitting at the table inside.

Rainbow immediately recognized the two Wonderbolts. “OHMYGOSHOHMYGOSH!” she yelled. “Soarin and Spitfire and coming with us?!” She began to squeal.

“Darling, perhaps you could save the gushing for a more appropriate time?” Rarity spoke up.

Rainbow Dash blushed a little. “Um… yeah, right. Sorry.” She sheepishly placed her hoof behind her head.

Lightning Dust giggled. “Well, are you ponies gonna just stand there? Get in here!”

Rainbow smiled and walked inside. The others followed behind her.

Twilight stood up. “Hey, girls! Oh, and hi, Swordpoint! Sorry, I was't really expecting all this company… I’ll just get another table from upstairs.” She trotted upstairs and quickly returned with a magically levitated table and six chairs. She placed them near the other table and invited her friends to sit.

Swordpoint spoke first. “Alright, everypony. For the benefit of those who have only just joined us, the great object which now hangs in the skies above us is the source of changelings in this world.”

Vinyl took her glasses off. “Whoa, man… They came from space?”

Swordpoint nodded. “The changeling king, King Metamorphosis, impersonated me and used Miss Sparkle to draw it nearer to the world. Now, fighting changelings shouldn’t be a problem with our numbers—“

“Wait!” Rainbow Dash exclaimed. “I… I don’t think these things are changelings. Yeah, they might eventually become changelings, but they’re a lot worse.” She began to shiver.

Swordpoint raised an eyebrow. “On what do you base your assumptions, Miss Dash?”

Rainbow continued to shiver. “I… I saw them last night.”

The ponies gasped.

“I went out for a midnight flight because I couldn’t sleep, and they came out of nowhere. They’re all black, and they look like dark shadows. The only things you can really see about them are the wings, the claws, the mouth filled with razor sharp teeth, and… their horrible red eyes.”

Swordpoint’s expression never changed. “And yet you are still here. If they are as terrible as you claim, why did they not kill you?”

Rainbow sighed. “Look… Ever since last month, I’ve been having these real nasty nightmares. I feel like something’s been trying to warn me of this whole thing. Maybe you won’t believe me, but I know in my heart that it’s true.” She took a deep breath. “I saw these creatures in my dreams, too. They’re nothing like changelings. They don’t want your love; they want your blood.” Don’t cry, Dash, not in front of the Wonderbolts! Rainbow couldn’t stifle the tears that came to her eyes. “I watched you all die! I saw them kill you all! I don’t want to lose you… ANY of you! You can make fun of me all you want, but I’m scared. I’m not even scared for myself, because if I have to die, then at least I’m going out fighting for Equestria… and for all of you. But if I lost you guys, I’d… I don’t know what I’d do…” Rainbow choked out these last words through her tears and hung her head.

Swordpoint simply stared at Rainbow for a minute or so. “My dear, I believe you are overreacting. Dreams are simply the window through which you may view your subconscious.”

Rainbow looked up, a snarl coming to her face. Really?! I pour my heart out and you give me this?! UGH! I can’t believe I even found you attractive! She opened her mouth to give him a tongue lashing, but her friends beat her to it.

“Swordpoint, how can you possibly be so insensitive?!” Twilight cried. “I trust Rainbow Dash with my life, and I know she wouldn’t just make something up, especially considering what’s at stake!”

“Yeah, Swordpoint!” Applejack roared. “Can’t ya see that she’s got her feathers all ruffled?! Is this how ya treat a lady in Ponynesia?!”

Spitfire looked at Rainbow and gave her a small smile. “Pretty lame, dude. Rainbow, here is one tough mare. If she’s like this, then I know we’re in trouble. You need to get the buck off your high horse.”

Rainbow Dash looked around at the smiling, comforting faces of her friends. She wiped her tears and smiled back. “Thanks, everypony.”

Swordpoint simply rolled his eyes. “Yes, yes, very fine and well. But shouldn’t we return to the task at hand?”

Twilight shot an angry glance at him.

Rainbow wiped the last of the tears from her eyes. “No, he’s right, even if he is a totally insensitive jerk." Rainbow gave him a dirty look. "We have to get this thing in gear!”

Swordpoint sighed. “Good. Now, this will be no easy task. The ruins for which we search are beyond Equestria. They reside in the outskirts of Ponynesia. The journey will be arduous, and will surely take weeks by hoof.”

Soarin frowned. “Uh, I don’t think we really have all that much time, here…”

Swordpoint raised his hoof. “If I may… Perhaps only the pegasi should make the journey. Flight is much quicker than walking, and it is also less tiring. By air, we could reach the ruins within two days.”

Rainbow’s stomach dropped. No… I don’t want to leave them here. Not with those… creatures running around. “No way! We go all together or not at all! I’m not splitting up after what I saw last night!” She shot Swordpoint a sharp glance, daring him to say otherwise.

Swordpoint looked at Rainbow’s face and wisely chose to hold his silence.

Twilight smiled. “I guess now would be a good time to try out my newest spell.”

The ponies all looked at Twilight, intrigued.

“I’m sure you all remember my last attempt at giving wings to non-pegasi,” Twilight said, looking at Rarity in particular. Rarity winced a little. “Well, I’ve perfected the spell, now. I can create actual, long-lasting wings. Unfortunately, they aren’t permanent, and I would have to recast the spell once a day. This also raises the important point of the dangers of losing the wings during flight.”

Rarity looked apprehensively at Twilight, but she steeled herself. “I’ll do it.”

Applejack smiled. “Ah’m not sure how well Ah’d take tuh flyin’, but it’s worth a try.”

Pinkie Pie smiled wide. “Wow! I’ll actually get to fly! Oh, this is going to be so much fun! I wonder how it feels?! I bet it’s super-duper awesome! Ooh, I wonder what…” Pinkie trailed off, again speaking to no one in particular.

Twilight began to smile excitedly. “Okay, what about you two? Vinyl and the Doctor. Are you willing?”

Vinyl Scratch smiled her cocky smile. “Dude. Do you even have to ask? You’re really asking if I’d like to try having bucking wings? DUH!”

The Doctor looked intently. “My dear, I will do whatever is necessary.”

“Okay!” Twilight said aloud. “If everypony could just stand up and line up in the center of the ro—“

Twilight was interrupted by a loud crash. Everypony looked around at once.

“What was—“ Vinyl tried to say, but she was interrupted by another loud crash.

“LOOK!” Lightning Dust exclaimed, pointing to the ceiling. The roof had begun to crack, and as another loud thud rocked the library, the crack grew larger and splinters fell from the roof.

Rainbow Dash felt her stomach clench. “We have to get out of here! NOW! Twilight! Cast your spell!”

Twilight nodded at once. “Everypony line up! Quickly!” THUD. Whatever’s doing this is going to break through, soon… We have to hurry!

The earth ponies and unicorns lined up in the middle of the room. Twilight quickly focused her magic and enveloped them all in a purple aura. There was another loud thud on the roof. Twilight pushed her magic harder, and she watched as real wings began to grow from the sides of each of the ponies. They each looked as if they were actual pegasi or alicorns.

Just as Twilight finished her spell, a final crash echoed through the library, and the roof gave way. A large section of it fell to the ground, nearly crushing the Doctor and Vinyl.

“RUUUUUUUUUUN!” Rainbow screamed. She bolted for the door and wrenched it open. The ponies followed closely behind her. She turned around to see the same creatures which had chased her the previous night. There were three of them, and they all pushed their way into the library through the hole in the roof. Oh, Celestia! What do we do?!

As the ponies emerged from the library, they all began to spread their wings. One by one, they took off into the sky. Fluttershy, however, could not lift herself from the ground. She couldn't get her wings to work properly. Thinking quickly, Rainbow wrapped her hoof around Fluttershy and pulled her into the sky.

Fluttershy’s eyes were filled with tears. “Rainbow… I’m scared!” She was sobbing uncontrollably.

Rainbow felt a pang in her heart. “Fluttershy, please… don’t be scared. I’m here. I won’t let them hurt you. I promise.”

Fluttershy continued to sob. “It’s not just me… Everypony else… I don’t want to see anypony get hurt!”

Rainbow turned around and saw the three figures catch up with them. Fluttershy was slowing her down. She had no hope of outflying them. “Twilight! Help! Use your magic or something!”

Twilight turned her head and observed with horror that the creatures were closing in on Rainbow and Fluttershy. She quickly began to cast a spell. “Watch out, everypony!” Her bolt of magic struck the front creature directly on its wings. The creature howled as its wings began to disintegrate. It quickly dropped from the sky and slammed into the ground far below.
“Haha! Take that, motherbucker!” Vinyl taunted. Her horn began to glow, but instead of casting her spell at the creatures, she cast it on Fluttershy. “Hey, Fluttershy! Try flyin’, now! That should pump you up!”
Fluttershy had stopped crying. She pushed away from Rainbow and began to fly on her own. “Oh, my! I feel so energized! Thank you, Vinyl!”
Rainbow Dash sighed with relief. Good. Now I’ve got a better chance. Rainbow began to push herself harder, but before she could gain speed, she felt a sharp pain in her side. “AAAAAUGH!” Looking behind herself, she saw that one of the creatures had caught up to her and cut open her side. It roared and raised its claws to swipe her again.

“RAINBOW!” Twilight screamed. She stopped and turned around to help her friend, but Soarin and Spitfire had already circled around.

“Let’s show these guys what happens when you mess with the Wonderbolts!” Spitfire exclaimed, a smirk on her face. She was flying side by side with Soarin. The two Wonderbolts rammed into the creature on Rainbow's tail. It screamed and spun around in the air, spiraling toward the ground. However, the creature recovered and once again gave chase.

“Hey, Spitfire!” Soarin called to his wingpony, “looks like this guy’s not giving up!”

“So what?” Spitfire replied, smiling a cocky smile. “We aren’t, either!”

Soarin smirked. “Got that right! We’ve got your back, Dash!” Their trail of thunder clouds cut a swath through the sky as they flew head on toward the next creature. As they neared it, it snarled and raised its claws. The Wonderbolts quickly split to either side of it and circled around, coming underneath it. They simultaneously crashed into its chest, causing it to thrash wildly. Its claws came into contact with Spitfire’s face, although she was only scratched.

“Hey! Hooves off the merchandise, bro!” Spitfire yelled. She and Soarin flew up higher into the sky. When they looked back down, they saw the other creature catching up to Dash again. It would be on her in seconds. “Oh, hoof! Soarin, look!” She pointed and he simply nodded. They dove down quickly. Oh, no… We’ll never make it in time! Gotta push!

Suddenly, a blue and yellow thunderbolt streak cut through the sky and smashed into the creature before it could grab Rainbow. “Can’t let you guys have ALL the fun, now!” Lightning Dust called to the Wonderbolts. The creature was thrown off balance, and it plummeted downward. Lightning Dust quickly changed course and joined Soarin and Spitfire, flying side by side. They looked down at the creature which she had struck. It continued to fall downward, until it hit the ground with an audible crack. It did not stir.

Rainbow Dash struggled to continue flying. She wanted to help the Wonderbolts, but her injury already made flight painful. She could only focus on staying airborne. Gah… This is not how I imagined flying with the Wonderbolts… I should be helping them, but instead I can’t do anything but run…

Spitfire smirked again. “Nice work, Lightning Dust! Top notch flying!”

“I only put forth the best!” Lightning Dust responded, a cocky smile on her face. Her gloating was cut short, however, when she felt something pulling her down. Turning around, she saw the final creature gripping her leg tightly. It was raising its other arm to slash her with its sharp claws.

“Aaaah! H-help!” she cried. Soarin and Spitfire quickly turned around and barreled toward the creature, but they were unable to stop it from slashing into Lightning. Its claws dug into her side, leaving gaping wounds that oozed blood. It raised its arm for another swipe, but it never got the chance. Soarin crashed into it and broke its grip on Lightning. However, Lightning Dust was losing consciousness, and she began to fall from the sky. Spitfire dove after her, pushing herself as hard as she could.

Lightning was falling fast, and she felt herself slipping away. As she fell, she could see blood above her from her wounds. Well… This might be it for me… Sorry, Rainbow… She felt the wind rushing past her, but only slightly. In fact, she could barely feel anything. The last thing she saw before blacking out was a bright yellow and orange figure heading straight toward her, trailing thunderclouds behind it.

Spitfire’s heart raced. She could see Lightning below her, but she wasn’t sure if she could reach her in time. She closed her eyes and forced herself to speed up, using every ounce of strength she had. “Come on… Come on!” She began to close the distance between then, reaching out her hoof. She inched slowly closer to Lightning. The ground was approaching fast. COME ON!!!!! JUST A LITTLE CLOSER!!! She made one final push, and her hoof touched Lightning "GOTCHA!" she yelled triumphantly. She quickly wrapped her hoof around Lightning and pulled up as hard as she could. They missed the ground by mere feet. She looked up to see the final creature crash into the ground, where it lay silently.

Rainbow Dash struggled through the pain in her side. Flapping her wings grew more difficult with each second. She felt herself beginning to lose altitude. “Guys… I-I’m hurt bad, here… I’m going down…” As her wings ceased to move, she felt herself begin to drop. She suddenly felt a hoof around her, however, and looked up to see a light yellow pegasus with a pink mane holding her.

Fluttershy smiled. “It’s my turn to return the favor, Rainbow Dash.”

As Spitfire rejoined the group, she called out to everypony. “Guys, we have to set down! Lightning and Rainbow are hurt bad! They’re both bleeding a lot!”

The ponies nodded in agreement and began to descend. One by one they landed on the plains below.

Spitfire carefully placed Lightning on the ground. She had already lost a lot of blood, and her breathing grew more shallow by the minute. When Fluttershy set Rainbow Dash down, Rainbow limped her way to where Lightning lie.

Rainbow looked at Twilight hopefully. “T-Twilight… You can help her, right?”

Twilight gave Rainbow an uncertain look. “I… I don’t know… Her injuries are pretty severe…”

Rainbow began to cry. “At least try!” Come on, Lightning, please hold on! You can’t go out like this! You’ve still got so much you wanted to do in life! Rainbow was sobbing, now.

Twilight stood over Lightning Dust and began to examine her injuries. Oh, no… This isn’t good… There’s so much internal bleeding, and I don’t think I can… Despite her doubts, Twilight focused her magic. Her horn began to glow, and her purple aura surrounded Lightning. She could see some of the internal injuries healing, but she couldn’t close all of her wounds. The gashes in her side did close, but Twilight knew that with her internal injuries, she most likely wouldn’t survive.

Rainbow looked hopefully at Twilight, ignoring the pain she felt and gritting her teeth. “So? Is… is she gonna be okay?”

Twilight couldn’t look Rainbow in the eyes. “I… I’m afraid I’ve done all that I can. She’s bleeding on the inside, and my magic isn’t strong enough to…” She couldn’t finish. She looked down.

Rainbow sat next to Lightning. “Hey… Can you hear me, bud?”

Lightning opened her eyes slightly. “R-Rainbow?”

Tears came to Rainbow’s eyes. “Y-yeah, Lightning. It’s me.”

A smile came to Lightning’s face. “You’re okay… That’s good.”

“Yeah. I’m a little hurt, but I’ll live... Thanks to you.” Rainbow was fighting back her tears. I’ve gotta be strong for her… This is all my fault.

“Good… Ugh…” Lightning grimaced a little. “It hurts, Rainbow. But I don’t blame you. I’ve learned a lot about friendship since we last saw one another. Having someone you can love and depend on; someone who will always be there for you… That’s worth so much more than just being the best. I’m glad to have called you my… friend.”

“Me, too, Lightning,” Rainbow sobbed. She couldn’t hold back her tears anymore. She wrapped a hoof around Lightning. “Please don’t go, Lightning… I don’t want to see you go. Stay with me, please…”

Lightning gave Rainbow a small smile. “Hehe… I don’t really think I have a say in that, Dash. I want you to promise me something.”

“Anything, Lightning,” Rainbow choked out through her sobs.

“I want you to keep fighting. For me, and for all of Equestria.” Lightning Dust lightly touched her hoof to Rainbow’s face.
Rainbow’s face filled with determination, even through her tears. “…I will.”

Lightning Dust smiled again. “Thanks… Dash…” As she said this, her eyes closed and her breathing slowly stopped.
Rainbow sat and cried. When Twilight approached Rainbow to heal her wounds, Rainbow angrily shook her hoof at Twilight and told her to go away. She cried for what felt like forever.

Swordpoint watched in silence. This pegasus gave her life for her friend… What power is there in this world to bring such fierce courage to a pony? Could it perhaps be this… friendship? The sight of Rainbow crying over her friend softened his hardened heart, and he turned away. Perhaps I can learn a great deal from these ponies.

Author's Note

Chapter four. Took a long time. I was going to get a proofreader but then I realized that no one's going to proof read an already posted story, so I said buck it. Next chapter will come soon.