All complex characters do is get in the way of the plot

The fortress of Conquest lies in between dimensions, in a void that is cold and endless. Echos of the fallen and those who had fallen before to the conquer linger within the walls of his base as a trophy room for all who dared to walk into the base. The black walls towered over all, while the insides would find the males and females of the races who joined him in various means of training. Training, and in some cases, enjoying other activities with various prisoners. For all who entered, this base would be the equivalent of entering a room in hell. For Conquest, this was home, "Oh, what a wonderful day!" shouted Dark Conquest as he skipped into the fortress, thrusting his hand into the air. "We beat the hero, introduced ourselves in a big way, and wiped a city off the face of the map! All in all, a great time!"

"But," Dementia began, saying her first words since returning, "Did we really have to kill all those people? There were children down there, families! I thought the plan was to scare them, not massacre them!"

"What's the matter Dementia?" asked Repstallion, raising a green eyebrow. "I thought you would relish the deaths of so many Starfleet ponies."

"Star Fleet, Rep, Starfleet. Those monsters knew what they were getting themselves into then they asked to be heroes. Heck, those Equestrians know what they are risking, but not those civlians. Not those children," Dementia argued.

"While I do agree that the killing of kids was a little much," Mysterious said, putting a hand to his chin as he stopped walking. "It is a fact that, for everyone of them we kill, it's one less figure that can serve in their armies."

"But not those kids! Star Fleet may be mad, but they would never stoop so low as to use child soldiers," said Dementia, looking down at the ground.

Conquest raised his hand, stopping the group from following him, "Look, Dementia, I can tell that you are a little upset. But look at it this way, we now have sent GR and his buddies a message. One that will be burnt into their heads for ages, or until we kill them." he then put a hand to Dementia's white cheek with a smile, "How about this, I handle the murder, and you handle the subterfuge. Deal? Deal. Well, you guys rest for a bit, I am going to go and party a little."

"With your fucktoy?" Mysterious asked, staring at Conquest with a look of disgust.

"No, I put her in her little room," the dark alicorn stopped walking. "Speaking of which, Dementia, you feed her. Actually, I was thinking of going around the base and dancing up a storm all the while. Tootles!"

As Rep-stallion watched him dance away, the reptilian like stallion got on top of a nearby crate, "Are you ok, Dementia? Ever since you got resurrected, you've been acting a little weird."

Growling, she walked up to Rep and pointed a dagger at his throat, "Look, dying and being blown up tends to put your whole entire world into focus. Besides, I seem to remember someone feeling antsy when he is near a wedding gown." When Mysterious began to chuckle, Dementia looked over her shoulder with a smirk. "And lets not forget you, Mystie. You seem to get a little sad when you walk past a magic store."

The black unicorn nodded as he removed his hood, and stood against the wall, " It's true, I cannot deny that. Even before we died, we had emotions that we could not explain. We got mad, we loved, or we began to laugh. Why? Titan said that he made us out of graveyard soil and corpses, he said we do not have hearts. So why do we feel."

"I would ask him, but-" Dementia paused, pulling her blade away from Rep and walking away. "The bastard himself in the alcove since the big war meeting!"

As he watched Dimentia walk away, Mysterious added, "Also confusing is the Unicornians reactions towards us. We are made, and they say we have no hearts , yet they are also made, but they do have hearts."

A loud growl came from Dementia, "Look! I don't care right now, all right? When the next sortie happens, I'll be fine with killing the civilians, but draw the line at kids." an with that, she began to walk away.

"She'll be ok, right?" Rep asked.

"Sure, will you?" Mysterious asked, beginning his walk.

"Yeah!" Rep nodded, before sliding off the crate. "Just as soon as I know you guys are..."

"Problem?" Mysterious asked.

There was a sigh from the stallion as he walked to the barracks, "Nothing. Just something odd."

Nodding, Mysterious walked away, his own mind on the mysteries about his and his team's creation. Elsewhere, the black alicorn known as Conquest continued to dance through the halls, a wide grin on his face. His jubilation was quickly stopped, however, by a shout from down the hall, "Conquest!"

"Yo, what is it...oh, hey buddy," Conquest said, smiling as he looked into the red eyes of the hooded figure from the war party.

There was a low growl mixed in with his raspy tone, as his red eyes narrowed in anger, "You did it again! You played our hand too soon!"

"Oh, don't be such a spoilsport, my friend. This world was teeming with anger and hatred, how could I not step into the ring and have a little taste? Heck, I even let the hero live so they can heal him up, and he can bear down on me with so much hate that I will be full for years!" asked Conquest, arching his shoulders in a shrug and smiling.

"And in the process, they now know we exist and they will prepare for war. They will then begin to prepare to attack us!" the creature in the black hood bellowed, stomping his hoof onto the ground and cracking it. The bell on his neck ringing.

"What are you so worked up about? Let them prepare, I'll still win. I'll still conquer this little pathetic waste of a world, and you get your little prize," Conquest said, walking in front of the robed figure.

"The problem is, I now have to come up with new strategies to take them down. You just made it-GAHHHHHH! This is the third time you did this to me! We come to a new world, you attack it before I can set up a base of operations, and then you make what should be an easy attack, harder to win!" the stallion put a cloven hoof to his face in embarrassment, "Look, just...promise me that you'll do things my way for now?"

Conquest's face lightened, "Sure. See this is why I am able to be so mad and cruel. Because, I know no matter how badly I mess up, you got my back."

Seeing the hand outstretched for a bump, the stallion smiled and returned it, "Always."

Turning around, Conquest began to skip down the hall, only to look over his shoulder with a smile, "Hey, I know that I don't show it, but...thanks, for everything."

The hooded figure nodded in response.

If the base itself was considered the outskirts of hell, then the dungeons were the inner circles of hell. Throughout the long hallways of the slave quarters, screams of various slaves from across the echoed in the small corridors. Along the stone hallways, there were rooms the belonged to beings from all walks of life. For it wa snot just pony worlds that Conquest had visited, but worls belonging to each race. In each chamber, the screams of each of those races would escape the room and rebound the hallways. Everywhere, the slaves would scream from the horrors of being tortured and raped by their fiendish masters. Some even screamed until they fainted from even worse horrors brought upon them. These screams would forever haunt the mind of one particular slave, "Please, stop them. P-p-please, stop them." whimpered Starla as she sat in a fetal position in the corner of her particular chamber. This one was more furnished than the other rooms, having been picked as Conquest's favorite gave her luxuries that the other slaves never gotten.

"AHHHHHH! Please, not them! I need my br-aaaaaaaaaaah!" Screamed one slave.

"Please, dfon't fuck me with that knife, on't put that knife there!" screamed one male slave.

Another male slave shouted, "There, I ate your meat. Now where's my broth...no."

"No, please, stop raping me!" Whimpered one man.

"Please, not my baby, not my baby, please..." pleaded one other woman.

"S-stop, please. I can't help you," whimpered Starla. The opening of the door caused her to jump from her position and hide next to the basin, "Don't come near me!"

Dementia waved a hand gently, "Easy, sweetie. I'm not the boss." as the white pony watched Starla cower in fear, hands held up in defense, the villian sighed. "And I am not going to touch ya. Quite frankly, I find rape to be disgusting. I only tolerate it with him because I know I can't stop him. I'm just here to feed you, because the boss wants his toy to be well fed."

Starla nodded and came into view, away from the shadow of the basin. The sight made Dementia shiver, and cringe. All across Starla's body were cuts, bite marks, and torn pieces of fur. Caked blood discolored her once white coat and her purple mane was now torn and rippe. But, it was the eyes that was getting to Dementia. Gone were the eyes of a woman who stood defiantly against her, now were the traumatized eyes of a woman who had gon through two days of being violated in every horrifying way. Trembling, Starla reached out and took a chicken leg from the tray, "Thank you."

Dementia shrugged her shoulders at the whisper, "You know, we really made a big impression today. Wiped the entire city of Neigh Orleans off the face of the map!"

"Impossible," gasped Starla as she began to drink some tea. "The shields, they would've stopped you, or prevented casualties!"

"You know the fun thing about shields?" chuckled Dementia. "They can break, and that is what I did. We broke the shields and then we swarmed in to have a little fun in the city. Last I checked, there were very few survivors left."

Starla looked on in utter horror, "No. Y-you won't get away with this, Lighting will stop you. He will beat you!"

"Oh, Lighting? Heh, Conquest gave him the once over. Beat him to a bloody pulp and left him lying down in the ground to die. Don't worry...he'll live," said Dementia with a smirk.

Starla looked on in at shock at the news, and then raised her head with a defiant look, "You won't get away with this. We will stop you. We did this before, we'll stop you again!"

"Hah! You killed us, I give you that. But, as I recall, on the day that we came to Equestria, it wasn't you who beat us...it was the bearers of the elements," Dementia said, looking up at the ceiling.

"You lie!" Starla screamed, but reeled back when Dementia raised a hand to strike her.

"Don't you dare call me a lair!" commanded Dementia, sneering. "Those Equestrians are a lot stronger than you give them credit for, you little brat. Look at this," she lifted her shirt to show a hoofprint on her stomach. "That didn't come from any of you, but a certain orange earth pony. Rep was dizzy for hours after that blue pegasus was done with her, an Mysterous still has nightmares from that stare from that yellow one."

"N-no. That, that isn't what-"

"We took them by surprise to prevent the use of the elements of harmony, but then those cheaters proceeded to kick our asses without them! Then we...wait," Dementia then looked at the shocked look in Starla's eyes. "How do you remember it?"

"The equestrians used the elements on you, they failed, and then you enslaved them," Starla said, trembling.

"Oh, you and I remember that day differently sweetie," said Dementia walking to the bed. "I remember being led by a spirit, I remember being taken out by the elements through their fighting prowess, I also remember getting lucky that the spirit threatened to kill their loved ones if they didn't surrender."

"You're a liar!" Starla argued, and then backed away as Dementia growled.

"What did I say about lying? I know how I got bea-wait," Dementia then began to laugh like a mad woman. "Oh, this is too rich. Grand Ruler has you by the short hairs and you on't even realize it! HAHAHAHAHHAHAHAHHAHA! He has you dangling on a little leash and doing everything he wants, and you don't even know you're being mind raped! HAHAHAHHAHAHAHAHAHAHHAHAHAHAH!" the white unicorn threw back her head in laughter as her red hair laid on her shoulders.

Watching as dementia walked away, Starla crawled to the corner and began to whimper, "She's lying. She's lying."

Meanwhile, Dementia began to walk out of the slave quarters thinking about how Grand Ruler has been leading, "Heh, gotta love how the big three horned ahole is-Fratello, what's up?" she asked as the golden robot walked out in front of her.

"Trying to figure out how to accomplish Conquest's latest task," Fratello said, looking at map of United Equestria.

"Oh, where are we going to attack next?" asked Dementia.

"Nowhere," Fratello said. "IT seems that Conquest wants us to spend a few days looking for a new city call home."

"Why? this place is nice enough," asked Dementia.

"Yes, but the more races that choose to fight under our flag, the less room we have. ITs better for us to establish a base for us to fight from," Fratello said as he began to walk away.

"Ah, I get it," nodded Dementia as she left the room.

---

It was close to sunrise when Lighting neared the castle o New Canterlot. He was grateful that Conquest didn't damage his wings, for they were the only thing that still had strength to move. Panting, he kept his eyes forward, making sure that his destination kept in sight as he neared the gleaming building. Feeling his wings giving out, the white unicorn turned his direction towards the courtyard below.

Grand Ruler walked out in the courtyard, sighing heavily. He and Celestia had another fight, and again he was banished to the couch. He looked to the stars, some small tears rolling down his cheek, "Why can't see it like I do. I just want whats-By the stars!" shouted the tri-corn as he watched Lighting Dawn crash into the field. His face frozen in shock and terror he ran to the alicorn's sie, "Speak to me, what happened?"

"C-Conquest...Neigh Orleans...Star-" Lighting muttered out in pain before finally collapsing.

"Lighting, no," Grand Ruler said. HE then looked to a nearby guard, "Quick, get the medical staff on the duty and then put an alert out to Starfleet."

The yellow unicorn guard nodded, " Yes sir!" running away from the commander, the yellow guard shouted, "Somepony get Crusher Bones!"

The guards saluted and ran off into the castle, their faces tinged with fear over the fate of the commander.

The events of the morning in Canterlot had nbo bearing on what was occurring elsewhere in Equestria, especially in the home of one Applejack. As the orange mare slept, she could feel the sun bearing down on her face, warming it just slightly, "Mom, turn the sun down will ya? Ah'm trying to-" she stopped in mid sentence as her eyes shot up. "The sun? But Ah..."

As she trailed off, she looked down noticed that her alarm was set for 9:30 a.m. She let out a gasp and ran to her closet, "How the buck did Ah oversleep! Ah know Ah had that supi alarm set last night!" She growled to herself as she threw on a plaid working shirt and some jeans. Grabbing her hat, she quickly bolted down the stairs and into the kitchen, "Which one of y'all forget to wake me up when my alarm didn't go off?"

Before Caramel could say anything, Applebloom stepped forward, "Ah did. Ah thought you might have needed your beauty sleep."

"That's nice AB," Applejack said, grabbing a plate of pancakes and walking out. "But Ah don't need the extra sleep. Too much to do."

"Thanks," Caramel said, leaning into Applebloom's ear and whispering. "I was going to own up."

"No, thank you," Applebloom said, putting away a plate. "Applejack's been needing that sleep for a long while now."

"Has she been waking up before dawn a lot?" Caramel asked, putting away some of the plates.

"Since Twilight died," Applebloom sighed as she looked out the window to watch Applejack kicking a tree. " She's been eaten less, working harder, and training harder than anypony Ah've ever seen. She keeps pushing herself so hard that Ah get worried she's gonna faint out there."

"Why not talk to her friends about it?" Asked Caramel.

Applebloom turned away from the window, past an old photo of her sister with her friends, "It won't do any good. They...they haven't been as close as they have been in the past."

"I haven't noticed," Caramel said.

"Nopony has!" Applebloom yelled, tears threatening to roll down her cheeks. "All you ever hear is, 'Starfleet attends this and stops this monster", "Starfleet teams with harmony to attack this," grumbling she looked at the photo. Slowly, she ran a yellow hoof along the image of her sister being in a group hug with her five friends, a tear falling from her eyes, "Ever since Grand Ruler came in, they never had a moment to themselves. You never get see them spend anytime together and build their friendships. It's like they forgot who they are, and they can't help each other."

Caramel hugged Apple Bloom close, "You are so worried for the,. don't worry, they'll find a way to fix this...I promise."

"Thanks," sniffled Applebloom, wiping a tear from her eyes and then looked up at Caramel," you know, you'll make a good big brother."

"Thanks," Caramel chuckled, putting his hand behind his head. He then took another look at Applejack as she practiced, "Does your sister usually forget her bra?"

"Doesn't wear one. Finds it too confining, like her panties," Applebloom growled. "Unfortunately for me." she then looked up at the stunned Caramel, "Caramel?

Unaware of the conversation that was taking place in the farmhouse, Applejack continued her farmwork. Her eyes narrowed in determination as she kicked another tree hard, leaving a small dent in it. Pulling away from the tree, her expression turned to one of happiness as she watched the re fruit fall from the branches and into the small buckets. Satisfied with her work on the tree, the farmer turned to look across the field of trees. Wiping the sweat off of her brow, she leaned her elbow on the trunk of the tree in an attempt to figure out where to work on next.

The sound of an explosion took her out of her train of thought, "What in the hey?!" she shouted a she ran through several of her orchards, until she came across an abandoned part of the farm, "This was we had a bad case of root rot a year back. Ah wonder what on-"

Another explosion caused Applejack to snap out of her thoughts, and this time she could see the culprit. Standing next to the small crater was a brown alicorn stallion, "Hmmmm, no...to short, the wick needs to be longer."

"Dyno?" Applejack called out. Though it was harder for most to tell the difference, AJ could recall what Pinkie said to tell the difference between the twins.

"Dyno has a scar under his right ear, while Myte has a slight nasal tone to his voice. I'm surprised you girls didn't see it," giggled Pinkie.

"Pinkie, how did you-" Twilight began, before shaking her head and putting away her drink.

"What in the hey are you doing here?" called out the farmer, trying to not think about her best friend.

"Huh? Oh, hey Applejack," called out the brown stallion, walking up the hill to Applejack. "I am dreadfully sorry about the explosions."

"Wait, you aren't near your brother and doing that weird thing," Applejack said leaning back against the tree.

Dyno chuckled, " Oh, the finishing each other's sentences? Oh, that is just something we do when we're together to drive other people mad. It was a hit back in middle school."

Applejcak chuckled a little at the revelation, "So, what are you doing here?"

"Oh, your Grandmother lets me practice my explosives out here when we have a day off," Dyno said his spaneish accent not so thick as when they are in battle, sitting down next to Applejack. "You don't farm out here and the place is far away from any civilians so I don't have to worry about hurting anypony."

Applejack pulled back in surprise at this, first because his accent was no longer stereotypically thick and second, "Wait a second, you just said-"

"Anypony, yeah, I know," Dyno sighed. "Truth be told, I found your dialogue to be a lot more interesting. They way you guys add pony to common words."

Applejack let out a smile in response and put a piece of grass in between her teeth, "So, where's your brother?"

"Oh Myte? He's at home, working on his chemicals and potions," Dyno said. "He's always loved doing that and crafting new gels. Its his favorite thing in the world to do, you should see his face when he has a few new bottles to work with."

"Ah, never knew that about you," Applejack said, shaking her head.

A forlorn sigh escaped his lips, "That's because we never talk to one another. Our two teams rarely get a chance to interact outside of the latest event or something that Grand Ruler set up for us. You want to know a secret?"

"Ah'm not the best one for secrets," Applejack remarked. "Honesty, remember? A pony asks me something, Ah'm more than likely gonna tell them the truth."

"Then just avoid a question like that, please?" asked Dyno.

With a sigh and a nod, Applejack ran a finger along her chest and then put a finger to her closed eye," Cross my heart and hope to fly, stick a cupcake in my eye."

"Thanks," Dyno said, and then he held a knee close to his chest, "I kind of been wanting to retire from all of this. Myte too. All of this," he waved a hand in front of the scenery, "risking my life to protect the ponies, knowing that if we make one mistake that we end up killing so many people, the fate of the world on your shoulders...it's not me!" Dyno shook his head and looked up to the blue sky of the late morning, "When we started, me and my hermano thought it would be fun. Being heroes and taking down the bad guys, but it isn't. I don't know how you girls do it."

"Heh, it aint easy Ah can tell you," the orange farm mare laughed, laying on her back and putting her arms behind her head. "Ah know we ain't the most traditional of heroes: A seamstress, an athlete, an animal lover, a farmer, a...student, and Pinkie Pie. But, Ah think what drives us is that we are willing to go to hell and back for a friend. We can't just stand by while somepony is in trouble and not do anything. Ah guess its just one of those things you do when you fight with friendship."

"Friendship, ha," Dyno said with a sad expression.

"Now, don't you start," growled Applejack.

Dyno waved his hands protectively, "No, I don't mean it like that. I mean, what you got, that bond you girls have, we in Starfleet don't. We're teammates, not friends."

Applejack raised an eyebrow at this, "But, Ah thought that you-"

"Whatever you think about us, you're wrong," sighed Dyno, looking down at his feet. "If I can be honest with you, I am kind of jealous of you and your team. You six know so much about eah other, your bond is so strong that you can joke and snark at each other and not have a care in the world. I don't have that. We barely talk outside of the team, and even then its about the enemy or some little event or Starla's and Lighting's relationship! I don't know the first thing about Starla, ighitng, Buddy, Artie, or Rhymey. Go on, tell me about one of your friends. Rarity, tell me something about her that is not related to her job or element."

"Well, she's a bit of a stuck up debutante, but she is a dang hard worker," she chuckled, and continued. "She puts her all into anything she does, and likes bringing out the inner beauty of the object. And, the gal can be quick on her feet when she needs to be."

"See?" Dyno asked, putting his head against the tree trunk. "I could never do that. I just..want to leave all of this and go into construction, Myte wants to be a chemist for the rest of his life. But, I just see I am going to be stuck here, alone and friendless."

Applejack then placed a hand onto Dyno's shoulder, "Hey, you have a friend. Me."

"You, but I-"

"Hey, Granny has decided to let ya in, and Ah figured it would be good to extend a hand to another for friends," Applejack said, smirking and then turning away. "Come on, we have breakfast if ya want."

"But, why?" Dyno asked.

"Because it's what friends do," Applejack said.

---

As Rymey began to talk to Fluttershy about his plans for the day, the buttery pegasus just timidly began to poke the bacon in front of her. She let out a sigh as she looked at the food again, having no desire to eat any of it. Of the group, she had been the only one to not begin to like eating meat. She sighed as she looked down at the two crispy strips, having the same reaction she usally did when she saw a piece of meat in front of her., trying her best not to think if it was a pig she knew once. Looking back up at the talking unicornian, Fluttershy spoke, "Rhymey, we have to talk."

"And then to the market we should go

Before taking in a show," Rhymey said, finishing his bacon and biscuit.

"Rhymey, dear, please I need to-"

"And then my lovely Fluttershy,

We can go and watch the night sky,"

"Rymey, please," Flutterhsy interrupted and looked down, "Sorry."

"Oh no my dear,

Please tell me what I need to hear," Ryhme said with a bow.

"Well, its that, I think you should know that I don't really like meat," Fluttershy said calmly. "I know that you and the others can handle it, and I know that I live with carnivores, but I cannot stand it. I have been able to stand the taste or that one of them might be a pig I know."

"Oh Fluttershy my love

You are wrong in thinking that, my dove

That is just your pony to be seen

Without meat, how can you gain your protein?" Rhymey asked, before taking another bite out of his biscuit.

Fluttershy opened her mouth, but then quickly shut it and went back to mildly touching her plate. This wasn't the first time he would try and put down her personal feelings with whatever it was that he was taught back on Unicornia and it wouldn't be the last. She sighed as she looked at the plate, making a mental note to give this food to her carnivore pets later. Taking a quick look back up, she watched as her husband continued on his description of their planned day. Watching him and listening to him talk was becoming more of a chore for her.

An alarm on the wrist of the yellow pegacorn began to wring out, "Oh Fluttershy my dear. IT seems the time for action is near. I must make for the castle posthaste, there isn't time to waste."

Quietly, the yellow pegasus nodded and put own her fork, before standing up to follow Rhymey, "Ok, I'll-"

"Oh no love, you shouldn't try

A job like this is more suited for I" said Rhymey, taking a hold of Fluttershy's hands.

Fluttershy looked up pleadingly into Rhymey's green eyes, "No, please I need to go. Don't you think that maybe Grand Ruler would want us all there."

Rhymey looked down at his wife and nodded slowly, "You may be right, my Fluttershy. Come now, lets fly." and with that the yellow alicorn flew out the open door.

Nodding, Fluttershy took off after her husband with a despondent and sad look on her face. As they flew through the sky, making their way towards the capital, the animal caretaker held back a little from her partner. A soft sigh escaped her lips as she looked down at the passing by ground below them, "How could it all have gone wrong?" she thought to herself, "Is it really so easy for a stallion to become different when they get married? I guess it is," with a quick look up, her blue eyes watched as Ryhmey continued his flight and she returned to look back down at the ground. Her mind quickly began to try and think about the love that she and her beloved once shared to try and remind herself to stay true to her vows.

"How did it all go so wrong? MY wedding day was perfect," she shook her head at this thought. IT wasn't perfect, for her dream day was always to be surrounded by her friends (Animal and pony) in an open field. And her betrothed was not the stallion that was flying in front of her, but a cyan mare with a prismatic mane and magenta eyes. Despondent, she lowered her head and tried to think o something else. She was with Rhymey and she loved him ever since the day he had first came to Equestria. She had loved him because, "Why did I fall in love with him again?" she asked herself as the white spires of the castle came into view. She remembered that when he had come to her world, she had fallen madly in love with him. At this moment, however, she could not remember why she loved him, "Um, Rhyemy? Why do you love me?"

"Why be so insightful?

It is because I find you beautiful," Ryhmey said with a smile.

"Isn't this the same thing you love me for

Or is there something you haven't told me before?"

"Oh, well, um I love you because..." Fluttershy stammered, trying to remember what it was that attracted her to him. "His looks, no. His ability to Rhyme, no. Well, he...he..." nervously, she took a quick look up to see his face having a look of confusion. But, before she could say anything else, a familiar raspy voice called out from the landing pad of the castle.

"Fluttershy! You're here," cheered Rainbow Dash as the two ponies landed before her. The cyan mare smiled a little at Fluttershy, but frowned when she saw Rhymey, "So, I see that he fin-"

"Rainbow Dash, whatever it is you're about to say...stow it," Applejack said, recognizing the argumentative tone in her friend's voice. "Just be glad she's here."

"Applejack, when did you get here?" Rainbow Dash asked, walking up to her. "I thought you would fly in on your new wings."

Applejack looked to the orange wings behind her and shrugged, "Eh, Ah figured I would run here instead. Get mah running legs in."

"But-" Rhymey began but was interrupted by a pink pony popping over Applejack's head.

"That's like over gazillion, trillion, trillion, and a billion miles Applejack," Pinkie Pie said, before jumping off of the blonde's head.

"Yeah, Ah know," Applejack said blowing off her knuckles. "Ah've been practicing running for a while."

Rainbow dash smiled, and then turned when she heard the sound of wings flapping, "Uh, Rarity...you know you got wings too right?" she asked, watching as Spike landed on the ground with Rarity in his arms.

"Oh, I know dear," Rarity stated with a wave of her hand as she hopped out of Spike's arms and back onto the pad. "But, a lady such as I needs to arrive in style. And I cannot think of a better style than to be carried like a lady through the air."

Spike blushed a little, "Yeah, and it was kind of nice too."

"Oh, I get it. You just wanted an excuse to hold her," Applejack teased. "And she needed to make sure her new shoes weren't scoffed on entry."

"These are Crystal Empire originals after all," Rarity explained. "An engagement gift from the empire for marrying their hero."

Spike put a hand behind his head, "And besides, I love the idea of flying Rarity from place to place."

"Oh, Celestia no," Rainbow Dash said with a shake her head. "Girls, if I start to get that sappy when I start dating, please hit me."

"Ah'm a holding you to that sugarcube," Applejack said with a smirk.

"If you would all please talk later

We have a meeting to see from our great leader," Rhymey said, walking ahead.

. Slowly the others followed close behind the yellow alicorn, the six equestrians following together in a group with Rainbow Dash taking to the air, Applejack walking next to Pinkie as she began to talk a mile a minute. Fluttershy stood with Rarity, listening to her alabaster unicorn friend talk about the wedding dress she was making. Spike, who was walking with his wife, looked to his left and sighed, expecting an purple alicorn to be by their side. the purple dragon felt a hand on his shoulder, "Yeah, I know. I expect her to be walking by right now too. Just to talk about her new spell or some experiment she was working on."

"Using words that neither of us could hope to understand," Spike sighed. Trying to take his mind off his mother figure for a moment, he looked to his fiancee and smiled as she talked.

" I was thinking of using sapphires for some accents, but since that would be too bright, I think I could change it," Rarity said.

"Well, I think I could lend you the weing dress book you gave me Rarity, " Fluttershy said.

"Why thank you Fluttershy," Rarity said as they came upon a red alicorn and a n orange alicorn.

"Ah, good morning to you, my fellow Starfleet member and my good friends from Equestria," said the orange alicorn as he turned away from talking to his teammate, twirling his hand in a spiral as he bowed to the approaching group. "Lady Rarity, you are looking splendid. ash bow Dash, and Strong Applejack,, it is good to see you as healthy as ever. Gentle Fluttershy, I am glad to see you with your husband, and Pinkie...you presence makes me smile. Though, I do wish that our meeting did not come when our time off was so rudely interrupted."

The red alicorn, Buddy Rose, nodded solemnly and said, "Yeah."

"Howdy Artie, Buddy," Applejack said. Turning her head to the sound of footsteps heading up the wall, she looked at the two brown alicorn twins, "Oh, hey Dyno and Myte."

"Hello," Dyno said, a frown on his face as he looked away from the orange mare.

"Applejack," Myte finished, also putting on a sour look.

"So, any idea what GR has for us?" Rainbow Dash said as she flew to the doors that lead to the throne room.

"My apologies, brash Rainbow Dash, but I have not a clue," said Artie. "I just got the alert and came immediately," Artie said as the doors opened.

"For that matter, where the heck is Lighting and Starla? " asked Applejack as they entered the throne room and all bowed at once before the sitting King and Queen.

The Grand Ruler sat on his magnificent throne, Celestia at his side, and looked down at the group of ponies, "I am sorry that I have had to cut your vacation short, brave ponies."

"Yeah, I bet. You probably were just aching for a chance to send us into another fight," Rainbow Dash thought to herself as Grand Ruler began.

"Yesterday, the city of Neigh Orleans was under attack by an army of soldiers," with a wave of his hand, he produced an image of a destroyed city.

The gathered group gasped in horror, Fluttershy looking on in shock, "But why? Who would do such a thing?"

"Why weren't we told about this? Why didn't the shields do something!?" Rainbow Dash yelled.

"Where's lighting?" Asked Applejack.

Grand Ruler sighed, "Unfortunately, the ones who attacked us destroyed the shields and communications. An of course, you know how other races detest the perfect and order that we have set up in the land," he said, not seeing the looks of disbelief and glares from the equestrians. "Lighting Dawn tried to stop them from attacking, but he was sadly beaten."

As the tricorn sighed, Applejack glared art Rainbow Dash to stop her from making a snide remark, "Did he know who was leading them?"

"All that he could manage to say was, 'Conquest'. The he fainted from his wounds," Grand ruler said, looking despondent.

Celestia continued, " I have heard of the name before, but it is escaping me at the moment. This is why I have sent Luna into the library archives to see i she could find any information on this being."

"I am once again putting all of united Equestria in a state of marshall law, and you are to begin some harsher training. We don't know what we will be facing," Grand Ruler said as he walked away.

As the others saluted and left, Celestia called out to the Equestrians, "Wait, please!"

"What is it, princess," applejack said with a bow, being one of the few ponies who had kept to calling Celestia by her ol title when they were alone with her.

Celestia smiled, always preferring to be called a princess than a queen, and began to talk to her young ponies, "While I agree with Celesto that beating Lighting proves that Conquest is indeed a very real threat...I do not want you to focus purely on training."

"But, don't you want us to be prepared?" Rarity asked.

"Yes, but consider this, not even my royal guard are on the defensive 24 hours a day. They are still allowed to have a life and to be ponies. What Celesto wants is to only go out when he deems it necessary, to go to events when he wants us to, or to stay close to here. That is not living, that is not what having a life is. Our greatest strength is, what it has always been, is the strength we get from each other. Train if you need to, but don't make it the only thing in your lives. I want you to look at your friends, live with them, laugh with them, and tell me if that doesn't make you feel stronger than any amount of training. I feel like this war with Conquest will not be won through power, but with friendship. Our strength has never been in the military, but in the ponies and the bonds that we share. Now, you are dismissed."

"Yes, your majesty," the five mares and one drake said together as they bowed.

Upon exiting the throne room, the group of Equestrians were interrupted in their walk to the balcony by the appearance of a white alicorn, "Lighting Dawn? What are you doing out of bed?" Fluttershy asked, looking at the captian with concern.

"I'm fine. I just needed to rest for a bit," Lighting grumbled as he stormed pass. "Now if you'll excuse me, I need to go and train."

Rainbow Dash rolled her eyes and stated, "Oh, big surprise. The hot head went off all alone into a fight and got his butt handed to him. Now he is going off to train alone to preserve his bruised ego."

"Rainbow," growled Rainbow Dash.

"What?n Its true!" Rainbow Dash said with a shrug of her shoulders. "This guy rushes off head long into battle and tries to fight without all of us by his side and expects us to clean up the leftovers. It's that type of thing that got Twilight killed!"

"What did you say?" growled Lighting as he pressed his nose against Rainbow Dashs', his black eyes narrowing in anger. "You know how Twilight died. She defied orders and ran off into battle without thinking."

"And you did nothing! You should have had us join you, you should have had us work together, but no! You," Rainbow Dash pointed a finger against Lighting's breast as she growled, "went off alone and didn't do a Celestia damned thing to save her!"

"A mistake she made. I could do nothing to help her-"

"That is BS and you know it!" she screamed, her wings flaring up behind her.

Applejack stood in between them, pushing the two ponies apart, "Ok, that is enough you two. Arguing aint getting us anywhere." she turned her green eyes to Rainbow Dash, "You know that there weren't anything we could've done to save her. Lighting, you had no business trying to fight somepony that powerful without us. We are your friends," she began, ignoring the scoff from Lighting, "and we are here to help you. Speaking of the rest of us, where's Starla anyway?"

Lighting Dawn looked down at the ground at the mention of his kidnapped wife, letting out a sigh," She's...busy at home. I-I," he stuttered, several different emotions hitting him hard, "I thought it would be best if she relaxed for the evening. I'll tell her everything when I get home."

Applejack arched an eyebrow in disbelief, "Well, ok. You go off and do what you need to, we'll be going now."

As Rarity watched Lighting walk away, she looked to the others, "So do you think something bad has happened to Starla?"

"What are you talking about?" Rainbow Dash asked. "He just said that Starla was at home."

Rarity shook her head, placing a hand onto her shoulder, "Dearest Rainbow Dash, you really must learn to read between the lines. Look at his walk, the way he talked, and his eyes. Something bad has happened to Starla, and he is hiding it."

"So ya felt it do," Applejack said, looking at the disappearing Alicorn.

Before any of the others could say anymore, Pinkie Pie skipped in front of them and put her hands behind her back, "Hey guys, I have something we can do today. Although," she kicked the ground a little, an uncharacteristic frown on her face. "It isn't going to be much fun."

"What is it Pinkie?" asked Spike.

"It's today. You know, that day," Pinkie sighed. "I kind of want us to go to that place."

Rarity nodded, the first to understand, "I remember Pinkie Pie. Spikey Wikey, do you want to come with us?"

"No," Spike said with a shake of his head. "I have never been able to go there since you set it up and I don't think I ever will. I'll just head back to the Boutique and wait for you there."

"Understood my darling," Rarity said, kissing Spike on the lips. Turning away, she followed her friends, "I'll see you when I get home."

---

Being located near the foot of the capital of Equestria, next to a mountain, the small town of Ponyville was no stranger to hills. All across the small hamlet, there were hills that dotted the landscape, even on the farm of Sweet Apple Acres. However, there is one hill that is special. This little hill is located just south of the town, elevated just enough to give a pony the view of the entire town from the farm to the large treebary at the edge of town. This little hill also gave a view of Canterlot, a view of the stars that could not be beat, and the aurora borealis from the Crystal Empire at night. This hill would be very unremarkable, except for two things. There was a very large tree at the top and a small rock that sat next to it, "I do not understand." Belle said, following the band of five ponies, "what is special about this hill?"

"Because, it's her hill," Applejack said, walking at the head of the group.

"Her, hill?" Belle asked.

"Yepparooni! Twilight always would come to this hill if she wanted to read outside or if she just wanted to lay back and watch the stars," Pinkie said, skipping backwards as she spoke to Belle.

"Or if she just wanted to chillax away from us," Dash chuckled.

"So, why am I being brought with you?" Belle asked.

Pinkie giggled and snuggled up close to the grey unicorn, "Because, silly, you are our new friend and we want you to meet one of our old ones."

"We're here," Fluttershy said as they reached the top of the hill. Just ahead of the group, sitting next to the tree, was the marker that read

In Memoriam

Princess Twilight Sparkle

May her magic watch us all.

Belle gasped at seeing the small tombstone, reading the words that were etched on the stone slab , " But, I thought she was cremated."

"She was, but," the farmer earth pony shuddered a little and shook her head, as if trying to stop some of her tears, "Ah just didn't feel right having her body burned and resting in a little urn like a flower pot. It just didn't feel right, and I don't think she would've wanted that."

""None of us did. Remember how Celestia threw such an argument about it to Celesto?" Rarity asked, coming to a stop near the grave marker. "So much so, that he made that statue in the town in order to appease her."

Everypony that stood on the hill, giggled at little at this. Applejack then looked back at the grave, "So, with a little help from Pinkie's sister Maude in gettin us the stone, we made this little grave for her. Just underneath the gaze of Canterlot, and watching over Ponyville."

"What about the statue?" asked Belle.

"Let the tourist and other ponies remember Twilight with that. This is just something personal for us, her friends and family," Applejack said, looking at e grave a soft and saddened look.

Rainbow Dash walked away from the group, smiling at the flowers and other trinkets left at the grave. Sitting down next to the tombstone, the cyan pegasus places some blue orchids and a small badge, "Hey Twilight. How do ya like the new treebary that they made in your honor? Kind of nice aint it? They even added a spot for me to land in, so no more crashing into the window for me. Heh, kind of funny aint it? OH, Scootaloo's fine, I finally got her off the ground, awesome huh. I'll show you sometime, honest."

As she walked away from the grave, memories came flooding in,

"I never leave Ponyville hanging!"

"Rainbow Dash, you are brash, egotistical, and overconfident," Twilight said, looking at Dash with flared wings.

"And you wouldn't have it any other way," Rainbow Dash chuckled.

Twilight shook her head and gave Rainbow Dash a hug.

Rarity sat on her knees, leaving a white lilly and her spool of thread, "Hello Twilight. Spike is doing well, I promise you that. I have been keeping an eye on him and taking good care of him. No, I haven't been working him ragged! He's just been trying his best to help me however he can, and to care for me." a faint blush then came over her cheeks, "Oh, so you saw what me and Spike did two nights ago. Like I said, caring for me. The things he has done, what he's grown into...y-you would be proud." She then looked at the ring on her finger, "It's a fire ruby, like the one he gave me. We haven't settled on a date yet, but we will."

"Sapphires, that is just insane, let me get you some rubies."

"Rarity, you really taught me alot," Twilight said, smiling.

"How?"

"That just because you are a lady, doesn't mean you can't save yourself," Twilight said.

Rarity smiled at her memories and got up, moving to stand in the line as Fluttershy took her place. The yellow pegasus said nothing, only letting her eyes well up with tears as she thought back to her dear friend. With a shaking hand, she laid the yellow carnation at the foot of the tombstone. Allowing herself to cry, she thought back to every sound and image that she could associate with her departed friend. Softly, she took a big breath and said, "I miss you."

"Do it for Ponyville, do it for Rainbow Dash!"

"Twilight, you've taken such good care of Owlicious, I'm impressed," Fluttershy smiled.

The purple unicorn grinned, " I had a great teacher."

Fluttershy raised her hand to wipe at a tear, but a blue hand did instead. Looking over her shoulder at Rainbow Dash, she smiled softly and then reached up to hug her. Forgetting her image for the moment, Rainbow Dash returned the hug and held her friend tightly. For a ew moments, the pegasi held each other in a tight embrace just letting their emotions flow for a few moments. Getting up, Rainbow Dash looked into her friend's eyes, "You ok?"

Fluttershy twirled her finger in her hair and looked back at the tombstone, "Yes," she said, before taking Rainbow Dash's hand and was lead back to the group.

Pinkie Pie bounced to the grave next, leaving a rubber chicken and a pink rose, "Hey Twilight! I just wanted to let you know that we are all right and you don't need to worry about us. You just go on having fun in paradise or wherever you ended up. My granny pie always taught me, before she died, that being sad when your loved ones are sad will make them feel bad. So don't worry about the others, I'll do my best to keep them smiling," she said with her usual glee, although her eyes began to water as she said it.

Applejack was next, as she strode up to the grave while reaching into her shirt pocket. Pulling out a brown colored bottle, she popped the top off and began to pour the contents onto the stone slab, "Here ya go, the finest hard cider that Ah could find in our cellar. None of this cheap stuff that Berry sells. You know, my uncle and Celestia bless his soul, always said that nopony should go to paradise without having a taste of alcohol first. Heh, and Ah remembered that you told me once that you would not try alcohol until you were married. Well, here's your chance," then, she reached into her short's pocket and brought out a bit.

"This is just in case you got too busy studying the barrier between the living and the dead to remember to pay the ferry pony to paradise," Applejack added, flipping the bit onto the ground. Taking a deep breath, she placed her hat over her heart and sighed, "Ah think Ah've given these types of reports to too many ponies in mah life. Mah ma, pa, and you. But hey," she chuckled a little, "who knows, maybe you'll be able to talk to each other and give one another notes on us. As you can see, we are all doing fine right now. We've been in some scrapes and have had a few close calls, but we're alive. Ah've been all Ah can to keep an eye on them for ya, but you know how we can all be. Applebloom's fine, the second of her friends to get her cutie mark. Potions, can ya believe it? Ah guess it comes from hanging out with Zecora all that time."

As Applejack continued to give the report to Twilight, Rainbow Dash laid on the hill and played with a blade of grass, "I suppose it's back to constantly fighting a threat every day, training, and never getting to do anything but focus on the latest threat."

"It appears so," Rarity calmly said while leaning on a tree. "An just when I was getting back into the zone with my clothing line and the armor."

"No more parties, unless grand ruler says so," Pinkie said with a defeated tone, kicking at the ground with her foot.

Applejack put on her hat and laid down next to Rainbow Dash, "Maybe we might get together because of some random event or something happening that might require one of us. But beyond that, just training and fighting."

"I hate it!" screamed Rainbow Dash as she ripped some grass from the ground. "We should be able to find time for ourselves! Something for us to do that doesn't require Lighting and his idiots hanging around us all the time!. I feel like I am losing track of who you guys are anymore, you feel so...distant."

As the others nodded, Belle raised a grey hand, "Um, excuse me, but I think I might be able to help. I may not have memories, but I can help organize a schedule for you to get some me time. And, you can still find a way to be spontaneous with your meetings."

Pinkie Pie glomped Belle from behind, "Really? You do that for us?"

"You welcomed me into your lives, its the least I can do," Belle smiled.

Applejack got up and stretched, "Well, while you go and do that, Ah feel like walking, come on girls."

As they walked away from the hill, their conversations began in earnest. Rarity talked at length about her latest line, while Fluttershy would calmly listen and nod. Rainbow Dash began to brag about her exploits to the young Belle, while Applejack would interject with the truth when she could. Pinkie, being Pinkie, smiled and hummed to herself, thinking up a song in her head

When I walk with you

When I talk with you

Everything will be fine

For five of the mares, it was like the old days of the Equestria of old, but for Belle, it was a new feeling to be surrounded by five mare who were busy walking and talking about anything that came to their heads. She could feel a small warmth in her heart growing strong as she looked from mare to mare, each with a bright light that shone in their eyes. In all, the group was talking about nothing; however, for a group of close friends, talking about nothing is the perfect thing to talk about.

As the group of friends left the hill, the sun shined down on the random objects that the girls had left behind. With the sun hitting the objects, it made each one shine with a bright and lovely rainbow.

---

In the small hamlet of Ponyville, just on the outskirts, was a small little house. Within this little house, a grey pegasus lived. This pegasus stood in front of a mirror running her hand through her blonde hair, taking one last look t herself. She let out a chuckle at how nice her body had filled out, despite having two kids of her own. Turning away, she walked into the bedroom of her daughter and sat by her bed, leaving a note, "My little Dinky," she whispered, running a hand through her daughter's hair, "When you wake up tomorrow, I'll be gone. I want you to go to your sister Sparkler's house and stay there. Momma has a very important job to do, and she might not come home, but, she wants you to know that she loves you more than anything." leaning in, she gave her little girl a kiss on the forehead.

"M-momma," squeaked Dinky as she turned in the bed.

Ditzy Doo backed up quickly, her eyes watering. It took everything she had to leav the side of that little girl and walk down the stairs. As she reached the bottom, she could hear the door knock.

"Miss Doo, come out, its time for you to head to the care facility," said one of the three guards that stood outside.

One of the three, an orange pegasus with an arrow cutie mark, shook his head, "Guys, do we need to do this? Her daughter goes to school with mine, she isn't dangerous!"

"Swift Arrow," the second guard, an alicorn, said, putting a hand on his shoulder "Ditzy Doo is dangerous. Her eyes are crooked, leaving her to make mistakes adn would ruin our wonderful land. You don't want corruption like this to run rampant through our lovely country, would you?"

"No, but she-" Swift began, but was interrupted.

"Look, we have done this with a few other undesirables, what is one mo-URRRRK!" the guard let out a strangled gasp as three tendrils of purple magic wrapped around his throat and arms. As he began to lose conscious, he looked to his other friend, "H-Help me."

"OH GOD THEY'RE IN MY EYES!" screamed the other alicorn as he fell to the ground, blue magic eclipsing his head.

Swift Arrow turned his head to the sound of two ponies walking up from the shadows. Shinging magic held her hands out in readiness, looking up at Swift, "So, are you with them, or with Equestria."

Swift looked down at the two guards, and then back up to Twilight, "My daughter Scootaloo has very tiny wings, and has problems flying. Aholes like this might be coming after her next, and I won't let that happen. So, who do you think?"

Trixie and Twilight smiled at one another, as the door opened and Ditzy came out with a black coat and hood, "Hello Trixie. I am sorry if I was late."

"It's ok," the magician said as she hugged Ditzy. "You needed time to get prepared."

"Who's your friend?" asked Ditzy.

Swift nodded, "Yeah, I don't think I've seen you before."

"This is Shining Magic, she is Trixie's partner of the past two years," Trixie said.

"Do you mean partner as in-" Ditzy trailed off, putting two fingers together in a sign.

"Not like that!" Trixie denied.

"Um, girls, if we are done here, we still have four other girls to pick up," Magic said as she began to walk away.

Authors notes: Originally, I was planning on making the Starfleet members just as one note as they are in cannon. But, after a talk with some other guys from Fimfic, I decieded that I wante to make you actully care about them before anything bad appens. I also wanted to see if I could actually give them depth and life in this. Besides, if I did any less, then I would be as bad as Mykan.

Also, I was just going to have Golden Oaks be there, but appearently Mykan destroyed it in season 4 (I didn't read the latest season, but I did read his Rainbow Rocks adaptation) so I changed it.

The scene with Ditzy? It was done in honor of a rumor I heard of Mykan saying "I might put Ditzy into a home to correct her eyes". I on't know if this was true or not.

Please, let me know how I did with some of the aspects, I need the comments...it lets me live!

Oh, and Swift Arrow is the OC of the much better Alchemy Student. Swift is based off the idea that Scoots dad is a royal guard member.

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