Revenge of a Fallen Student.

Chapters

Prologue: Cut back to 25 years ago.
1. Light at the end of the tunnel
2. A talk with Twilight
3. Road to Applejack

Prologue: Cut back to 25 years ago.

"Gotta get up Sunny! Time for breakfast!"

"Coming mom! Let me feed Bonkers."

Bonkers was Sunset Shimmer's pet ferret. She found him in their barn, stealing carrots and bothering the hogs. Her father, Starbright wanted to kill the little creature, but she begged him not to.

The young Sunset Shimmer before she was an apprentice to the Princess lived the normal live. She lived in a small town right outside of Ponyville called Manesburg. She lived with her parents, and her three sister on a small farm. The town consisted of about fifty household with a population about a five hundred. It had a small pond, a school, and all the normal stores of a normal town. The small house was nothing special. A three room house, one for her parents, one for Sunset, and one for the triplets. The Shimmer Family were quite poor. Barely getting by their farming business, they barely had any money for clothes or toys. Sunset's old clothes and toys were handed down to her sister, and their mother's clothes went to Sunset's. Sunset was the laughing stock of her school, one because she had not acquired her cutie mark, the other because her family were the poorest in the town.

"There ya go little guy." She handed the albino ferret some left over chicken, and a carrot and walked down the wooden stairs to the kitchen.

"Good morning my sweet. Care for a dandelion omelet? Eggs were picked this morning." said Sunset father Starbright.

Starbright was a a deep blue unicorn stallion with white mane, and a tractor cutie mark. His name, was his parent's idea. They wanted him to be astrologist, but one day he grew a garden and his tractor cutie mark appeared.

"No thanks. Hey where are Lacko, Izzy, and Maya?"

Lacko, Izzy, and Maya were Sunset's three younger sisters, they were triplets.

Lacko was a tan little filly with a red mane and and a tent cutie mark. Izzy was a white filly with a lime green mane and a fire cutie mark. And Maya was a violet filly with a black mane, with a fishing pole cutie mark. The cutie marks being earned in the Filly Scouts they belonged to. Lacko and Maya were unicorn, Izzy being a pegasus.

"They left early on with their scout troop today. Going on their monthly camping trip ya know." replied Sunset's mother Lighting Dust.

Lighting Dust was a strawberry colored pegasus mare with an grey mane,and a bug cutie mark mark. After Star Bright plants the seeds, she goes out with pesticides and cover the plants and the seeds.

"What are doing today honey?" asked Star Bright

"I'm going down to the lake. I'm gonna try to get my cutie mark in fishing like Maya. Do you know how embarrassing it is to be the only one in your family without a cutie mark? Even my little sisters have them!"

"I know honey, I was the last one to. But I planted that garden..."

"Yes dad I know, you planted that garden and your cutie mark showed up. I've heard at least ten time. Gotta go see ya!"

She kissed both her parents on the head and left for the lake. She grabbed her fishing pole out of the garage and left.

After five hours at the lake and nothing to show but a small piece of seaweed she left ashamed and sad.

'What if I never get my cutie mark? What if my flank is blank forever? I wish I could just buy one! she thought to herself

As she walked home, she felt something behind her. Like someone was following her every move. She looked behind her, a couple of local school kids were following her. All three of which were stallions. One grey with an orange man, another one black with a red mane, and the last one purple with a yellow mane.

"When ya going get your cutie mark blank flank? Or is your family too poor to afford one?" sneered the grey one, the obvious ringleader of the three. The other two cracked up at his joke like it was the funniest thing in the world.

Sunset ran as fast as she could. Never being much of a fighter, she usually ran from trouble. But this time trouble chased her back. The three foals ran after her, and one tackled her.

"When I ask you a question, you answer me ok?"

"Umm..." stumbled Sunset

"Answer my question!" yelled Rick. The three of them circled Sunset so she wouldn't run away.

"Yes, ok. Can I please go home now?" asked Sunset. She was so scared, she was shaking and on the verge of tears.

"Whata gonna do about it baby? Beat us up? My man Daryl over there," he pointed at the black one "can easily beat you up in one punch. And my other main man Jim," he pointed at the purple one this time "he can do the same. So, I believe you better answer my question before we beat it out of you. Are you ever getting your cutie mark?" asked Rick

"Umm...umm."

"That it! Boys you know what to do!" and the three of them beat her up, for simply not having a cutie mark. I won't go into details, but as Sunset walked back to her small house she had a black eye, a cut cheek, and a fractured wrist. As she walked in the door, she was instantly rushed by her mother and father.

"What the hay happened to you? Honey! Go get some ice before it swells back up." asked Lighting Dust

Starbright returned moments later with an old dishrag with ice inside it and placed it apron her right eye. The cold feeling relaxed Sunset, but only for a minute. The agonizing pain from her injuries were hurting more than that time she fell into poison ivy.

"Answer your mom's question honey. Who did this to you?" asked Starbright. The look on his face was a mixture of worry and anger to who ever did this to his little girl.

"I...I fell. I was running and I tripped over a rock. I should have been more careful." replied Sunset.

"And somehow you managed to get a hoof print double your size on your cheek? Tell us who did this to you." said Lighting Dust.

"It...was Rick and his gang! But mom, dad please don't get involved in this! He'll beat me up even more if he found out I ratted on him." pleaded Sunset with tears of fear, and of pain in her eyes.

"Well I'll do better then that!" said Starbright "I'll go over to Rick's house, and show him a lesson myself. Nopony lays a hoof on my family!" he was saying this as he was gathering his coat to walk out the door.

"Honey! You can't go beat up a foal! He's Sunset's age. I know his bother, Laurie. I'll go and speak to her in the morning." said Lighting Dust.

"Ok," huffed a very angered Star Bright "But if he doesn't stop this, I'm gonna go over and show that little punk not to mess with the Shimmer family."

"Now Sunset. Go on off to bed. Keep that ice on your cut and eye, and I'll come up in a few to wrap your wrist. Now, where is Laurie's number?" said Lighting Dust

"Mom, please! Don't call, I'll get beat up again tomorrow!" pleased Sunset once again. Now with tears in her eyes.

"No he won't. His mother is a very nice mare, and she'll take care of this. No go on." said Lighting Dust

"But..."

"Go now!" said Lighting Dust. And with that sentence Sunset trudged up the stairs.

"Laurie, yes this is Lighting Dust. I need to talk to you about something your little boy did." Lighting was in a very serious tone. She was using her old rotary phone, and it was on it's last call.

"Well, I was about to call and say the same thing about your little girl. Your Sunset just sprained my Rick's little wrist. He said he was walking, and she ran up and knocked him over." replied Laurie

"Well, that's not true! My little one came back with a black eye, a cut on her cheek, and a sprain wrist, and said your son and his friend did that to him." said Lighting with a little more anger in her voice

"How dare you blame my son! How do you know your daughter didn't do this to herself?" yelled Laurie.

"Do you hear yourself?! We found a hood print on her face, that matches the shape and size of Rick's. How do you explain that?" said

"You did? Well, I'm so sorry about this. I'll go talk to him right now. Have a nice night." said Laurie with a tang of guilt in her voice.

"Thank you. You to." She hung up the phone, and walked up to sunset's room.

"Honey, can we talk?"

"Sure mom."

She walked over to Sunset's bed, and sat on the end.

"Well, I just got off the phone with Rick's mother..."

"Mom! I asked you to please don't! Now people will make call me a taddle tale!" Sunset was crying at this point. She was sick of being the one picked on all the time, she was sick of belonging to the poorest family in the town square, and she was tired of her parents ignoring what she wanted.

"No, they won't. No hush your crying. You gotta get up early and get to school. Goodnight my dear Sunset." Lighting kissed Sunset's face and left her room.

As Sunset dreamed that night, she had vivid dreams about Princess Celestia and her doing magic together. But that's weird. She could never meet the Princess, she's just a poor farmer's daughter.

Something woke Sunset in the middle of the night. She woke up because of the constant ringing in her ear, she woke up and went downstairs for a glass of water. As she was in the kitchen she gazed outside and noticed something shimmering in the her backyard. She rubbed her eyes, to make sure she was seeing it right.

'That's, thats impossible. she thought to herself.

She walked out into the crisp night air, and walked over to the burning bright star. She gingerly reached a hoof out to it, and something amazing happened. Light filled her body and warmed her. She was thrown into the dark winter sky, and when she hit the ground she was knocked out cold.

3 hours later

"Wha...what happened?" whispered Sunset

It was three o'clock in the morning, and the pony named Sunset Shimmer just awoken outside.

'What happend? Why...why am I outside? Last I remember I touched a star... she quickly looked around her for the star she saw a couple of hours ago.

'I must've just sleepwalked out here. I must've been dreaming. she walked back into her house and went up to bed.

The next morning

Sunset Shimmer walked down the stairs to the smell of eggs frying on their wood stove. The usual chatter of the kitchen stopped when Sunset walked in. And everypony stared.

"What?" asked Sunset to her family.

"Your cutie mark. Look." said Izzy

"Momma, what is that?" asked Maya

"What are you guys talking about?" asked Sunset "I don't have a cutie..." and as she was saying this she saw it. Her cutie mark, and it was the the moon and the sun in ying yang formation.

"I...don't know sweetie. How did you get that Sunset?" asked Lighting, her voice had a tinge of shock in it.

"I don't know mom." whispered Sunset

"Well lookie there! My big girl got her cutie mark!" said Starbright "I bet it was because of that fight you got in. Suppose to represent the inner beast inside ain't it honey?" He was pretending to throw punches at Sunset. Sunset dodged each one, and pretended right back.

"I'm glad for your new cutie mark honey. Now get ready for school. Here's your lunch. Have a nice day honey." And with that and a kiss Sunset was off to another horrible day at school.

School was horrible for her because she was constantly ridiculed. Being called blank flank, and poor pony. Fillies and foals picking her last in games, even going as far as coming to her house and egging it. Everyday it is like this, and every night she prays to Celestia that it's a different day. One that she doesn't have to sit alone, one that she doesn't have to be scared of her own shadow. And little did she know this day was the day everything will change.

"Well lookie here every pony! Blank Flank ain't blank anymore." said yet another one of Sunset's bullies Amy. "How much did you have to pay for it? Oh wait, you couldn't have!" and with this comment the whole class erupted with laughter.

Just then Miss Chickade walked in and ordered everypony to sit down.

"Please open your book to page ..." was all Sunset heard was until she blocked out the voices at school. She daydreamed about being rich. Being in a castle with riches aplenty, not having to worry about about chores, or money. Yea, that would be the life.

Recess the following day

"Guys she's over here!" said Ricky to his friends.

He somehow found Sunset's hiding place underneath the slide.

"I got grounded because of you twerp! Now, your gonna get your just deserts!" and just then as he was about to punch her Principal Oaks walked over to them. Rick pretended to be hugging Sunset, but she saw through that act.

"Rick, what are you doing? Beating up students once again! Two weeks of detention for beating up students. And Miss. Sunset can you please follow me? You have a visitor."

"Who is it?" asked a very suspicious Sunset.

"Come to my office, and we'll discuss it there."

As she walked into the office, she could feel a murmer of excitement throughout the working staff. All the phones were unplugged, and all the staff were extremely quite. But they wore slight smiles.

Then she saw who was visiting her, Princess Celestia. She was talking to the teachers, and when she saw Sunset she stopped and walked over to her.

"Princess Celestia," Sunset kneeled down "what are you doing here?"

"I'm here for you Sunset. Please, come to my castle and let's talk. My guards will pick you up in a few. I've got to be running off to a meeting. I'll talk to you soon Sunset."

And with that there was a flash and she was gone. The teachers looked at her with such wonder and excitement, but before she bombarded with questions Principal Oak came to her rescue.

"Come on! Everypony back to work. I'm not paying you to ask questions to students. I'm paying you to answer questions."

A with that the teacher population decreased with a set of murmers.

"Sunset. I'll stay with you untill the guars pick you up. Is that ok?" asked Sunset

"Um..yes thank you." said Sunset. Outside she kept a cool, but inside she was freaking out.

'What would the princess want with me? Am I in trouble? she thought frantically.

"Do you know what that was about?" asked Oak

"No, do you?" she asked back.

"No, I was just working and then I saw her, Celestia in my office. I was terrified, but her presence put me at ease. She said she was looking for a filly named Sunset Shimmer for royal reasons. And that's all I know."

Just then, two peg winged pegasi stallions came out of the clouds with a chariot.

"I believe this is your ride Sunset. Have a great day." and Oak did something she never does, she hugged Sunset.

"What was that for?" asked Sunset.

"That was for listing. Being the principal, most ponies are scared to even talk to me. But you weren't. Have a great day Sunset.

And with that Sunset stepped into the chariot and was off to Canterlot.

"Welcome young Sunset Shimmer. Welcome to Canterlot, the Princess will be here in one moment." said a black stallion wearing the traditional guard clothing.

"Did they say why they needed me?"

"No, they said it was strictly royal needs and nobody should know."

"Well, ok. Have a nice day Principle Oak."

As she was waiting the dimly lighted waiting room thought crossed her mind.

What if that star I touched was some kind of homing beaconed for the weather team and I ruined it! What if I'm banished to the moon like she did to her sister?

Just then the doors opened and in stepped the most noble of princesses and her two royal guards.

"Sunset Shimmer. So nice to see you again. Nice flight?"

"Yes, Princess. Thank you.

"Please, call me Celestia. You are probably wondering why your here correct."

"Yes mam. Did I do something wrong?"

"No. You have a power I've only ever seen in myself and my younger sister Luna. God help her, if she wasn't so evil she would be here right now, and not stuck on the moon."

"I do?"

"Have you never noticed your cutie mark before? It is the ying yang symbol of the moon and the sun. A very rare cutie mark, especially one of such a young filly. Only my sister and I have those types of cutie marks, you are destined for greatness."

Sunset couldn't believe what she was hearing. She, a normal pony from a farming community was destined for greatness. Was this some type of joke?

"Yes, I've seen my cutie mark. I got it when the one time when I walked outside and I saw a star in my backyard. I touched it, and I woke up with it on my flank. It was weird.

" No, it was not weird. I send that star out to find the pony worthy of being my apprentice, and it found it's way to you. Only a young and powerful unicorn could do such things. I have spoken to your parents and they agreed with me that you should stay in Canterlot with me, and be my apprentice. Is that ok with you?"

Again, shock over took her like a tidal wave. She was being offered to work with the most powerful pony in all of Equestia.

"What about my family? They are not well off, and without me..."

"I have provided them a nice house in Canterlot close to the castle."

"Well, what do I get out of this?."

"You get the pleasure of learning your true ability while I train you."

'That sounds pretty good...' though Sunset

"Plues you receive free boarding, free food, and free roam around the castle." continued Celestia

"Ok, I'll be your apprentice Celestia."

"Great! I'll have one of my guard bring up your stuff. Your mother packed it, and all. Steven, show Miss Shimmer up to her room."

A black stallion picked up her back and walked up the stair to Shimmer's future rooms. But when she was walking all she could think about were three things.

She was now an apprentice to one of the most royal ponies.
She somehow was destined for greatness.
She was moving away from her old life. The constant teasing, the constant sadness and constant crying everynight.

Sunset's life on the farm was good, but she would finally be free from the overwhelming debt that consumed her family and her everyday life, and she was finally free from those rotting bullies from her school.

10 Years Later

"Celestia! Come see what I have done." yelled a very anxious Sunset.

She successfully for the first time did in age spell and turned a mouse a year older. The age spell, is one that takes a high knowledge of magic and smarts to do. During the years that Sunset spent with Celestia, she had learned so much from the Princess. She learned spells, and tricks. Secrets about Equestria, and Celestia's sister Luna who was banished from the moon.

But, during these ten years, Sunset always had the nagging jealously of the ponies in Canterlot. Almost all of them had money, nice homes, and nice clothing to have. But, when she was little she had none of those great things. Sure, she was was an apprentice for the Princess, but for the first years of her life, she was nothing. And seeing foals and fillies younger than her having a better childhood made her extremely jealous.

"Very good my student" said Celestia as she walked over to Sunset. They were in one of the many hidden rooms in the Castle. This one happened to be next to the dungeon, where the mouse came from.

"Why thank you Celestia. Well, I should be heading off. I have to go return these book to the Library, and..." but Sunset was interrupted by Celestia

" Sunset, do you know how I got my wings?" asked Celestia looking the opposite direction of Sunset.

"Well, I always thought you and Luna were born that way," answered Sunset "that's what I always heard when growing up."

"Yes, that's what we told ponies, but that's not the truth. The truth is, we alicorns earn our wings or horn through extreme tests in magic, and only if you have the ability. Little known fact, I sent that star that found you on that night, five hundred years ago. It searched and searched for centuries, and then it found you." replied Celestia

"But Celestia, I don't know what this has do with me..." said Sunset, very confused about their conversation.

"Sunset, with your permission I would like to make you the Princess of Magic. With this ability you will control all the magic in the Canterlot and Equestria and distribute it when needed." said Celestia. She had been wanting to do this for years now, but couldn't because Sunset was not ready. But she was now.

"But Celestia. I'm not ready! I just got that age spell not even ten minutes ago." stumbled Sunset

"Yes, you are. You know how many years it took me to make an age spell? Fifteen! And you did it at ten. You Sunset, had been ready since you were born to do great things. This is your destiny."

"I...I don't know what to say Celestia." said Sunset

"Say yes, and make your old teacher proud" replied Celestia with one of her famous grins.

"Yes Celestia. I will be the Princess of Magic."

"Sunset, you will do great things. Your Princess Ceremony will be tomorrow at eight o'clock. Is that a good time for you?" asked Celestia.

"Well, I really need to finish a map I'm drawing, but I can fit it in." said Sunset

"Glad your schedule is so flimsy," said Celestia with a laugh. "Now, Sunset it's getting late. You should get to bed. You have a big day tomorrow."

"Yes Princess, good night."

And as Sunset walked the stairs up to her room on the top floor, she felt something huge was about to happen.

"Where...where am I?" asked Sunset. It's dark and misty, and bodies of ponies are everywhere. Foals, fillies, mares, stallions, everywhere. She steps over the carnage, but is blocked by jail bars. As she looks out the bars, she sees Celestia out there, with a sadden look upon her face.

"How could you Sunset?" asked Celestia "Cut her wings off." she says to a guard next to her. Sunset looks on her back and notices blood stained wings. "I didn't do it! I didn't do it!" screams Sunset. They unlock her cage and drag her out. Two guards have her by both wings, and one slams her down on a tree trunk. The other raised his axe and...

Sunset wakes up in a cold sweat. 'It was a dream, though Sunset 'a horribly realistic dream but a dream. She looks at the clock across the room and it reads 6:30 A.M. 'I should get up

She gets out of bed, and walks downstairs to get her some breakfast. After that, she goes back up stairs and notices a package by her door. It's from Celestia. Inside is a tag that says 'For your big day today and beneath that is a red, yellow, and orange dress with two slits cut out for the wings. She dresses in that, and heads out to where the ceremony will take place. On Celestia's balcony.

Sunset arrives at 7:45 on Celestia's balcony in front of if not thousands millions of ponies across Equestria to see her ceremony. And in the front row, are her parents and sisters.

"Quite please, quiet." asked Celestia as she tapped on a microphone in front of the crowd. The crowd got totally silent "The ceremony will start a little early today. Sunset, will you be the best you can be with the new power you will receive?" asked Celestia

"Yes Princess" replied Sunset

"And with these wings do you promise to use them as your own?" asked Celestia once more

"Yes Princess" replied Sunset once again.

"Now, take your wings young students" said Celestia as she placed her horn on top of Sunset's. This caused a blinding light, and a sound of thunder and it was gone. Sunset looked at her back, and tucked neatly on her back were two fire red wings.

"Please welcome your new Princess Sunset Shimmer everypony!" said Celestia into the microphone to the crowd. The crowd erupted into applause and shouts yelling "Speech, speech, speech!"

Sunset walked over to the microphone and began her speech

"Friends, family, Celestia. It is a great honor to be your new..." then she was interrupted by the sounds and squees of young three young unicorn fillies running around and making noise, running around in their new shoes, new clothes, properly groomed manes.

"to be...your...new. Quiet!" yelled Sunset and flew over to the Fillies. When she landed near them, it startled them so bad they all fell over. "I'm trying to do a speech here. Mind being quite you little brats! I mean come one, if you can afford two hundred dollar bit manes and clothes can't you pay attention!" The three young ponies looked up to her in terror.

"You, the white one. What is your magic?" Sunset asked one of the fillies.

"I...I can make things float." replied the scared filly in a shaky voice.

"You can make things float. How cute. But you know what? I can take that away." she placed he horn to the fillies head, and the filly passed out. Completely knocked out by the surge of raw power just gone through her. Gasps and shouts rang through the crowd.

"What! She was a brat who messed with my speech! I can take magic away and give it away! It's my right to make sure you subjects do what I want! Understand!" yelled Sunset to the crowd. "Alright, who's next?" asked Sunset as she looked at the two other fillies.

"Sunset stop!" ordered Celestia from high above. "This is not want I wanted you to do when I gave you these powers!"

"But Celestia! These things should be mine! The money, the clothing, everything these people have should have been mine! I grew up with nothing! But now I will have everything!" yelled Sunset

"Not, if I can help it." replied Celestia.

She dive bombed toward Sunset, but Sunset did something amazing. She made an invisible barrier and blocked Celestia from tackling her. Celestia hit the barrier and all the air was knocked out of her. She fell to the ground unconscious to the world.

"Guards! Get Celestia out of here, and put the ponies into three groups. Pegasi, Earth, and Unicorn." the guards did what Sunset ordered without hesitation.

Ten minutes later, three chain fences filled the court yard. Each containing a pony race. Sunset walked over to the unicorn fence and ordered each and every unicorn out.Shedamand

Author's Note

Will finish the prologue tommorrow. It's 2:30, and have to go to work tommorrow.

1. Light at the end of the tunnel

"Twilight you ok?" asked a very concerned Rainbow Dash

After the ceremony, Twilight very stupidly tried to fly off into the sunlight. She got about two hundred feet, then crashed into an oak tree.

"Yea I'm fine. Dang wings! How do you and Fluttershy fly with these things?"

"I barely fly Twilight, but when and if I muster up my courage I just don't look down." said the timid voice of Fluttershy. She, Rarity, and Applejack ran as fast as they could to where Twilight crashed. Pinkie skipped the whole way, meaning she got there first.

"I was born with wings Twilight. I learned right off the bat, but if I was given these things right now I would be just like you. Don't worry, you'll get the hang of it." said Rainbow Dash

"Those wings are marvelous darling! Don't worry honey, it will take time to learn how to fly. The only thing I hate about them is all the clothes I made for you have to be altered for the wings." said Rarity

" Let me pull you out Twi." Said Rainbow Dash

"Ugh! Your in there deep. Applejack mind helping me?"

"Sure howdy." replied Applejack

Applejack reared her back legs and bucked them against the tree to loosen Twilight. She did too good of a job, because Twilight fell hard and fast toward the unforgiving ground.

"Rainbow, Fluttershy!" screamed Twilight as she was falling

Right when Twilight was about to hit the ground, Rainbow Dash and Fluttershy rushed to her rescue.

"Sorry Twi. You know my bucking skills." apologized Applejack.

"It's fine Applejack. I'm having a party tonight to celebrate my newly given wings. You girls still coming?"

"Darling! I always show up at parties looking my best! Of course I will go!" replied the always humble Rarity

"You know Pinkie never misses a party! Heck yea I'm coming!"

"Can Applebloom come? She feeling awful lonely since Sweetie Belle and Scootaloo went on that trip and forgot to ask her." asked Applejack

"Yea sure. Vinyl will be the DJ, and later her and Octavia will be doing a duet together. Rainbow Dash, Fluttershy you coming?"

"Umm, if you don't mind Twilight."

"Why would I mind Fluttershy?"

"Oh sorry. Yes, I'm coming."

"Can I invite the Wonderbolts? Soaring and Spitfire would make this party 20% cooler!" The look on Rainbow Dash's face was that of hope and excitement.

"Yea, the more the merrier! Well, I gotta go get things tidy around the house. Spike and I are putting the books in alphabetical order! I can't wait!"

"Classic Twilight. You can give her wings, but she'll still be the egghead!" said Rainbow Dash.

"Princess Celestia. Code orange, we got a code orange!" exclaimed a black stallion guardian. "Go tell Celestia, now!"

"What do you mean? She has escaped? I thought we made all the safety procedures in place. Night guards, attack dogs just in case of escape. She forgot all her spells years ago. Everypony that witnessed this has either died, or we shipped them off to deserted island so nopony could ever speak of it again! How could this happen?"

"Somehow she just escaped! It was my turn to change positions with Jack, and when I got there Jack was passed out and she was gone."

"She was always a powerful pony. That Sunset Shimmer could always make her way out of a sticky situation. But why now? Why here? After fifteen years of solitude why did she strike now?"

Above Celestia's and the guard's heads their on the wall is a small black fly. Listing to every word they say.

The thing you don't know Celestia, was that after the incident I somehow kept one spell. And that was the shapeshifting spell. I transformed into a cobra and got out of my shackles, bit the guard to know him out. Good luck finding me you washed up princess.

"I have to talk with somepony. My student Twilight Sparkle. Don't tell anypony what you saw, or you will be in solitude to. Understand?" asked Celestia

Twilight hmm? So this is the pony that replaced me? I gotta she her. Know my enemy, and know when and how to strike.

"Yes princess. I will not tell anyone."

As Celestia walked out of the dungeon, she could hear the small voice of her former student

"Miss me Celestia?"

"Where are you? I know that voice anywhere"

"Maybe I'm your conscience, telling you you should have never replaced me as your apprentice."

"You would have killed countless ponies, and I couldn't have let you done that!"

"But you and me. We could have been the ultimate rulers. I could control the ponies, and you could be my sidekick. Well, sorry I gotta be flying off."

And Celestia saw where the voice was coming from. That little fly going away.

As Sunset was flying off, she heard her former teacher say "We'll catch you! Just wait and see! You filthy mule!"

Good luck catching something you can't identify.

"Great party Twi! Hope you don't mind me bringing my bass cannon."

"Anything to keep the party going all night long Vinyl. That duet with Octavia was awesome by the way. Do you know where Rainbow Dash is?"

"Yea, she's dancing with Soarin. Might as well not bother her, if you catch my drift."

"Ha! Gotcha. See later Vinyl."

"One last question, where's Fluttershy?

Outside the party a fly is watching a cute yellow pony with pink butterflies on her flank. From the looks of it, she loves animals because is currently pulling a thorn out of a beaver's tail.

'I bet this is the one they call Fluttershy. To get to Princess Twilight, maybe I don't have to directly attack her, but the most important thing in her life. Her friends.

"Now Mr. Beaver, how many times have I told you to stop using pine? That kind of wood is to rough on your tail. Now what do we have here?"

Just then a little injured orange kitten stumbled out of the bushes in front of Fluttershy.

"Why you cutie. It looks like you have an injured paw. Let me take you home and fix you up little cutie! But I should go tell Twilight I'm leaving."

"Twilight look what I found!"

"Why it's a little kitten. Can I pet it?"

Just as Twilight went out to touch the cat it hissed and scratched Twilight on the wrist.

"OW!"

"Now that wasn't nice! I'm so sorry Twilight!"

"It's fine. I'm guessing you gotta leave."

"Yes, I enjoyed the party. Have a great night Twi, and congratulations on becoming an Alicorn today!"

On the way to Fluttershy's cottage, she rubbed the little "kitten" behind the ears, talked to it, and even gave it a name, Citrus.

"Now stay here while I go get my medical equipment Citrus."

'This pony is awfully nice. It will almost pain me to kidnap her. But the rise to power is a slippery slop. It's a pony eat pony world out there.

"Citrus I'm back. Citrus? Where are you?"

When Fluttershy was gone, Sunset changed from her kitten form to an even bigger, and deadly form. An anaconda.

As Fluttershy looked behind her, Sunset leapt out and wrapped around Fluttershy. Just enough to knock her out, not kill her. She just wanted to kidnap all of Twilight's friends one by one to send a message to her. With Fluttershy unconscious, Sunset had to think of a plan to hide the body, and a place to sleep tonight.

'I could hide in a tree. But where would I hide the body? I can't hide in the clouds because only Pegasi can stay up there! And what do I do when she wakes up? Oh wait!

As she was thinking about a hiding place she remembered seeing something not even Celestia knew about. Back when she was Celestia's apprentice, she stumbled upon a a secret tunnel not know to pony kind for a long time. She guessed it was an old mining tunnel used to get jewels and other natural resources when the land was still plentiful. It was in the Everfree forest, about ten miles in. You had to lift a rock that was as big as a full sized clouds dale, then crawl ten miles underneath the ground to get to a huge opening of stalagmites.

Now she knows a place to hide and keep the unconscious pony, but what if she wakes up?

'I'll think about that tomorrow. It's getting so late, I gotta get some rest soon.

She transformed into a large bird and carried Fluttershy on her wings. She stirred a little, but stayed knocked out. With the flight power those wings had they got to Sunset's secret place in thirty minutes. She remembered it was hidden on that stump right over there. She unlatched the metal door she installed so many years ago and put herself and Fluttershy in. Tonight she'll take it easy, and tomorrow she'll find out how to keep her knocked out.

8:05 am the following day

'Back when studying, I remember hearing something about a pressure point right near the neck, and if you pinch it hard enough it should know her out for a couple of hours.

As she used the technique she just remembered, it worked. The shy pegasi was knocked out, and would not be bothering her for awhile. Sunset laid a clever camouflage of leaves on top of the door so it would look natural in the forest. Perfect.

'Now who will it be? Maybe that energetic pink pony at the party last night? I've always hated pink, to bright and annoying for my taste.

Author's Note

Thanks for all the support again! I'll see if people like this, and if they do I'll continue. Any pointers at all would be great!

Thanks and bro hoof /)

2. A talk with Twilight

"Welcome Celestia. Is anything wrong?"

Celestia showed up at Twilight's party last night, but was so tired from the constant planning involving the new arisen villain, she fell asleep while it was still going on. Twilight noticed her sleeping mentor, and quickly carried her off to bed. Eight hours later she emerged from her slumber and is currently sitting with Twilight.

"Yes, something grave has happened. And you'll probably will not understand because I've never told you about her." replied Celestia.

"Who? Who have you not told me about?"

"Sunset Shimmer, my former student. I never mentioned her to anypony, because I was ashamed of myself for choosing her as my apprentice. Have you ever wondered why there is a whole part of the Royal library off limits? It's because of her Twilight! Once everypony could read those spells, but not anymore."

Twilight was shocked by this grim news. How could she not have know about Celestia's former students? How many did she have? Was she just another one Celestia would just throw away, and later find a new one?

"Celestia, how could you not have told me this? I thought I knew everything that was to know about your teachings. How is this not in any history books or text books?"

"I was trying to save you the pain! I could not look my star pupil in the eye, the one that looks up to me the most and tell her I failed!" Celestia was almost in tears now, thinking about her befallen student

"I have not even mentioned this to my sister till yesterday. She to had to same reaction as you Twilight. And why this is not in any history or text books is because the ponies that witnessed this we had to get rid of. I with my magic made an island for them. I did not want this news getting around that I put my subjects in danger! I could have lost my crown!"

Twilight let this all sink in. She was not the only student that Celestia ever had, there was another. One that apparently did something horrible that Celestia could never speak of it again.

"Why are you telling me now Celestia? Why now?"

"I'm telling you, because after the incident I locked her up. I had guards around her twenty four hours but to some prevail she escaped. She's not like any regular pony Twilight, she can shape shift."

"Like a changling? If that's the case, I can get the girls and we can go take care of this problem right now!" said Twilight.

"No, even more dangerous as a changling. Changlings feed off love, and can only take form of other ponies. She can take form of anything, a donkey, a mule, even your closest friend. I need your help Twilight, to catch her. She's too much for me to handle. She almost killed me Twilight, almost destroyed all of Canterlot, and she can do it again."

"What exactly is so powerful about her?"

"Well, first off you are not my first student who became an Alicorn. I'm so sorry Twilight."

The princess must have seen the look on Twilight's face. Her face matched her emotions quite well, she felt mad. She felt sad, and used. She thought she was the most talented of Celestia's students, the only one that could ever become the level that Celestia is. Apparently not.

"What makes her so powerful is her wit. She used to be the princess of magic. That meant she could take and give magic away, and with great power comes an overpowering concept of what's good and what's bad. And she chose bad. If I knew she had a dark side I would have never ask her to be my apprentice. I should have watched her better, I should have paid more attention to her actions. But with you Twilight I know we will get her. Let's go, and we have a lot of planning to do."

Celestia walked to the front library door expecting Twilight to follow her, but she didn't.

"Umm, Twilight aren't you coming?"

"I don't believe I will Celestia. I...I need a moment to let this all sink in. So, I'm not your first student?"

Twilight was on the verge of a break down. All she thought she knew was a lie.

"Twilight, I know I was suppose to tell you sooner, but..."

"But what Celestia? Am I just a stupid little replacement for a mistake you made?! Do you really wanted me to be your apprentice? Or did you just pluck up the next unicorn that looked good and slap on a pair of wings when she reached her "destiny'?"

"Twilight...I'm so sorry. You...were..." stumbled Celestia.

Celestia was stunned. She knew Twilight would take it hard, but not this hard. Apparently Twilight really looked up to her, and she might have just lost that.

"I...I need to take a nap Celestia. I think you better leave."

"But..."

"I said leave Celestia. Now."

And as Celestia closed the door to Twilight's library all Celestia could think was 'Will I loose a second student thanks to Sunset?

'Now, where would I find the pony they call Pinkie Pie? asked Sunset to herself.

Sunset took form of Fluttershy to avoid any questioning of where she was. Sunset later decided to go into Ponyville and ask around until she found Pinkie.

As Sunset walked up the main street of Ponyville, people stopped and spoke to her, and that made her feel kinda of nice. Until she released that they were talking to her Fluttershy disguise and not her, which fueled her angry a little bit.

Of course no pony would ever go up and speak to Sunset! No pony at all. And why would they? No pony even knows I'm alive, but soon they will. Soon.

As "Fluttershy" was walking, trying to ask somepony where Pinkie Pie was she was stopped in front of a dress shop, by a white pony with a purple mane.

"Fluttershy! Darling, how are you? Come in and see my new fashion design." said the pony.

Dang it! I thought I knew all

"Umm ok. But I have one question, is this shop yours?"

"Yes, of course. Do you not remember?"

"I...I do. Just didn't get any sleep because of the party. I got knocked out and some things are blurry."

"Darling. This is just horrible. Come in, I'll put us on a cup of tea and we'll chat."

'This pony is apparently friends with Fluttershy, thought Sunset 'so that means that she's friends with Twilight. I gotta know this pony for my plan to carry out.

As "Fluttershy" walked into the shop she walked over to a wall with a framed new clipping on it. The head line was:

Local Fashion Designer working with Renowned Hoity Toity

Look out everypony local fashion designer Rarity has had her dresses ordered by renowned designer Hoity Toity.

'So this is Rarity. I've heard of her. Maybe she'll know where Pinkie is. thought Sunset

"Darling, tea is done. Come sit. So how are you doing today, despite your head injury?" asked Rarity. She was currently stitching a green and yellow dress.

"It...it's been good." said "Fluttershy" has she sipped her tea. "Have you seen Pinkie Pie today? She and I were suppose to do something together."

"Well you know Pinkie. Sometime she party's so hard she just sleep for the whole day. Go check in Sugar Cube corners if you need to see her." replied Rarity

"Ok, thank you. The tea was delicious and..." just as Sunset was about to finish her sentence she sneezed. And she only sneezed when one thing was around. Cats.

"Do..." Achoo "have a cat?"

"Why yes. My little Opal. You trained her, don't you remember? Also, you didn't seem to be allergic to cats last time I checked." asked Rarity. A tone of suspicion in her voice.

"Yes..." Achoo "yes I do. I...excuse me I gotta go." And just like that "Fluttershy" ran off

"Stange..." said Rarity as she looked at "Fluttershy" running away. "Strange indeed"

"Fluttershy" asked around and eventually found herself to Sugar Cube Corners. A weird aqua blue mare with three cupcakes on her flank greeted her.

"Hello Fluttershy. Quite a party last night wasn't it? Pinkie has been asleep all day, but I guess you could go up there and check on her."

"Thanks. I'll go do that."

As "Fluttershy" walked up the wooden stairs to Pinkie's room, she thought of the perfect plan. She would take Pinkie, and just simply leave. First she would get rid of the pony that greeted her by that trick she used on the real Fluttershy to knock her out. If any pony on the streets asked why Pinkie was knocked out she would say she was taking Pinkie to her cottage to get her taken care of. Perfect!

And slowly "Fluttershy" opened the door and peaked in. Perfect. Pinkie was knocked stone cold. She slowly closed the door, and went down stair yet again. But to make sure Pinkie was not bothering her on their "trip" she used the pinching method on her.

"How was Pinkie, Fluttershy? Still knocked out isn't she?" asked Mrs. Cake.

"Yes, she is. What's that?" "Flutershy" pointed her hoof to the ceiling, and as Mrs. Cake turned she pinched her in the exact same place she pinched Fluttershy. Ten seconds she was knocked out.

"Ha. Time to get Pinkie now."

"Fluttershy" went back to Pinkie's room, picked her up and carried her out the door. Sure, she got a few looks and questions, but she answered what she guessed how Fluttershy would.

"I'm sorry...just taking care of my friend. Sorry." was what she usually used.

"Fluttershy" dragged Pinkie into the Ever Free woods without causing suspicion. When they were in deep enough, she transformed into the bird she was before and flew to where Fluttershy was.

When she got there, she opened the rock and climbed into the tunnel that led to where she would be keeping her captives, while dragging Pinkie behind her all the time.. But the problem was, Fluttershy was awake when she got there, and by the look on her face very scared.

"Why...why do you have Pinkie" asked Fluttershy

"Shut up. You and her be quite while I'm gone. And if your lucky I'll bring back some food and other essential for you guys. Now, who else is in your group of friends?" asked Sunset.

"Umm...um..." stumbled Fluttershy

"Umm... who? Answer me now!" boomed Sunset

"Applejack, Rarity, and Rainbow Dash, and Twilight." whispered Fluttershy. She was in tears now, so scared of this unfamiliar place. Seeing Pinkie unconscious scared her quite a bit.

"Where does this Applejack live?"

"I...I'm not saying! I will not let you pick on my friends! I know I will pay for this, but you will not hurt anymore of my friends understand?" said Flutttershy

'This pony has spunk. I hate spunk. thought Sunset

"I don't think you understand Fluttershy. I'm in charge around her, and you are nothing to me. I could get rid of you in a snap, and no one would notice. But I need all of Twilight's closet friends for my plan to work, so I'll give you one more chance. Where does Applejack live?" there was venom in her voice now.

"She lives...in Appleloosa. On a ranch. Please don't hurt me!" squeaked Fluttershy.

"Good girl. See that wasn't to hard was it? Well... I'm off wish me luck. And take care of Pinkie." and Sunset was off to grab Applejack.

"Pinkie... Pinkie wake up. You got to." Fluttershy saw a little stirring in Pinkie as Sunset was crawling out of the cave. Sunset put a piece of rock to block the opening so either of them can not exit.

"Fl...Fluttershy. Where are we?" asked a dazzed and confused Pinkie.

"I don't know. All I know is some pony locked us up. Something to do with a plan involving us and Twilight. We gotta get out! I'm...I'm... scared."

Author's Note

This chapter is split up into two parts. One part being the talk/fight with Celestia and Twilight, and Sunset trying to kidnap Pinkie Pie.

To avoid confusion, every time you see these: " around Fluttershy's name it means it's Sunset. Thanks again and bro hoof to all my fans /)

Also, not to be nagging but if people could please leave comments telling what they like and don't like about it I would be most grateful.

3. Road to Applejack

"Two tickets to Appleloosa please"

Sunset, after she locked the two ponies in the mining cave transformed into Fluttershy once again. Her plan was simple. Go Appleloosa, pretend that their was something wrong with one of Applejack's relatives and kidnap her from there. She was currently at the train station buying tickets to the next train to Appleloosa. She knew she could just fly there, but she noticed that Fluttershy did not fly that much, and she didn't want to raise suspicion.

"Where are you going miss?" asked the ticket pony. He was a grey stallion with black hair, and of course a ticket stub for his cutie mark.

"Just visiting family. Have a nice day."

She boarded the nearly empty train and she was off. The only ponies beside her on the train was a mother and her foal, and the very bored looking train conductor.

Two hours in, the conductor said "Now approaching Appleloosa. Please have a safe trip and a great day."

"Fluttershy" stepped off the train into Appleloosa. But right when she stepped off she was swarmed by what she thought was a very handsome looking stallion.

"Fluttershy! Long time no see. What are you here for?" asked the stallion.

The stallion wore a dusty brown cowboy hat, his skin was a light shade of yellow, had a blonde mane, and had electric green eyes. By the looks of his cutie mark, a red apple, she was related to Applejack, and he had a small golden name tag that read Braeburn.

"I'm...here to see Applejack of course."

"What are you talking about? Applejack lives in Ponyville with you girls. You sure your ok Fluttershy?"

"Oh of course! I must've gotten on the wrong train. I was in Phillydelpia for a meeting and must've taken the train to here instead of Ponyville. Silly me!"

'How dare that little yellow pipsqueak lie to me! thought Sunset She'll pay when I get back!

"Why, no worries. But it looks like you have to stay here the night, since that was the last train to run through these parts. Why, come on over to my house. I'll take care of you and you can stay the night. Any friend of Applejack's is a friend of mine" replied Braeburn

"No...I should really go. I could fly you know."

"Don't be silly. It's almost dark, and the wings will be strong tonight. Come on, follow me." replied Braeburn.

And as Sunset followed Braeburn, she kept thinking about how nice it was to be welcomed.

"Twilight! Twilight, open the door."

Spike was pounding on Twilight's door that had been shut for two days straight. Since the news she received from Celestia saying she was not her only student Twilight had fallen into a depression of sorts. She didn't know why. She had never taken bad news this hard in her life. After Celestia left the library those two days ago, Twilight just went up to her room and read and read. She hasn't eaten since, and has not talked to Spike or her friends.

"What's wrong Twilight? Why don't you come out and talk to me?" asked a very concerned Spike.

Twilight's door slowly creaked open and out stepped a former shell of Twilight. Her mane was tangled, her feathers on her wings wet popping out in odd places. And you could tell she was hungry by the amount of color she lost on her face.

"I would like that very much Spike. Can you please put on some tea?"

"Yes, but when I do that can you please promise me one thing?"

"Yea, what is is?"

"Take a shower!" And with that one comment they both laughed.

As Twilight was sipped her tea, and explaining to Spike of what Celestia, Spike was surprised also.

"So," he asked "You were not her first student? Man, that's weird. I always though..."

"Well, same with me. I though I was her one and only student, but apparently I'm a backup. And you want to know the worst part? She too was an Alicorn! So, to make things worst she had another Alicorn student."

"But where is she now Twilight? And why isn't she still a princess?"

"Celestia told me something about her escaping. Apparently she's really dangerous, and according to her she's a shapeshifter. Heck, I can't even shape shift! Celestia had a more powerful student, and that's what got me down."

"Wait...she's escaped. How...how have ponies not heard about this? How is this not in the newspapers?" asked Spike.

"Celestia didn't want this news getting out. I wasn't even suppose to tell you, so please keep this to yourself. I for one believe Celestia can handle this on her own. She doesn't care about me." said Twilight with spite in her voice.

"Now Twilight stop this!" said Spike, very unlike his character "How could you even say this? Who did she come for when she needed help? You Twilight! She came to you. So stop this depressed act, and go help!"

"Your right Spike. Even though I'm still mad at Celestia for leaving me in the dark about this subject for so long, I guess I should go and help."

Just as Twilight was about to walk out the door and fly to Canterlot to confront the Princess Rarity ran in. And by the look of her, she was distressed.

"Pinkie's gone! Nopony has seen her in days, and the same with Fluttershy. There was word that ponies saw Fluttershy carry Pinkie to the woods, but that's preposterous."

"What?" was all Twilight could say

"I would have come sooner, but the police wanted to keep it under cover for as long as they could. The only reason I found out in the first place, was because I was one of the last ponies to see Fluttershy."

"Get Rainbow Dash, and Applejack. We're gonna find them one way or another. Meet me in the Ever Free forest at midnight. We'll start there." replied Twilight with her old glow back in her eyes.

" Gotcha." said Rarity and she ran off to gather her two friends.

"What are you gonna do Twilight? There's no way you girls can find her if the police can't." asked Spike.

"Don't you think I know that Spike! But we gotta try! They would do it for us, so we should do the same for them."

"Fluttershy! Fluttershy! Look what I've found!"

Pinkie and Fluttershy had been stuck in the cave for two straight days without food and water, and if they did not recieve any soon they would surly die.

Pinkie had been searching for anything edible. Acorns, grass, heck even lizards they were that desperate. And Fluttershy had had gotten really sick from lack of nutrition, getting weaker and weaker every second.

As Pinkie was scouting the north wall, she came across something other than the regular dirt and rocks. A tuft of small grass. Somehow grass had grown in here, and it was a miracle. She carefully picked up the grass in her mouth and walked over to her ill friend. She chewed the grass into a fine paste and fed it to Fluttershy.

"Thank you Pinkie." whispered Fluttershy "Arn't you gonna eat something?"

"I'm fine. Before I was brought here, I was full from all the sweet I had eaten so I'm ok. But you are not. I'll try to find some more grass for you ok?" asked Pinkie. She was scared. She didn't know where she was, who had taken her, and now she had to look after her ill friend.

"No, I need water. Please." croaked Fluttershy.

"I'll...I'll try to find some. But you need your rest, go back to sleep." said Pinkie.

"Ok. Thank you." And just like that Fluttershy was agin unconscious to the world.

'Where can I find water? Oh, where can I? though Pinkie frantically.

But then it hit her. No literally water hit her. She felt a drip on her head and looked up. On the cave wall was stalagmites, and on the end of one was water, simply dripping onto the floor. But the problem is, where was she going to find something to capture the water in? And then she saw it. A forgotten metal bin used to capture gems under a pile of dirt. It was probably left her by the minors who inhabited this cave so long ago. She dug it up, and placed it under the water that was coming from the gems, and waited.

3 hours later

Pinkie must have dozed off, because when she woke up the pan was filled half way with water. As she walked over to her ill friend and woke her up.

"Fluttershy, I've got some water for you." said Pinkie

"Oh, thank you. Where did you fid it?" croaked Flutteshy. The grass helped her, and the cold water she's drinking will help her so much more.

"It fell of the stalagmites." Answered Pinkie. Her usually happy nature had been replaced by a solum one.

Flutteshy drank half of the cold water, and looked up at Pinkie Pie "Here, have the rest. You've taken such good care of me, so here." she handed Pinkie the water, and Pinkie happily drank it.

"Thank you Fluttershy. That was very kind."

"Well, that's my element you know."

"Ha, I guess it is." said Pinkie.

"Pinkie, are we ever getting out?" said Flutteshy. A tang of fear in her voice

"I don't know Fluttershy, I don't know." replied Pinkie with a sadden look upon her face.

Author's Note

Expect another chapter in a day or two. Next chapter will be continuing with Sunset's backstory.

Have a great night and bro hoof /)