Author's Notes:

OC Info
Flog and Sterling created and voiced by: NightSoul

The group entered the large main area of the mall, immediately spotting Dune near the center. He was holding Flora in front of him with a gun to her head.

"So, you finally figured it out..." Dune said with a smile.

The entire group raised their guns.

"You fuck," Dash spat.

"Oh, I wouldn't do that, unless you want Flora's brains all over the floor..." Dune replied with a smirk. "And, uh... no magic either..." he added as a few other stallions and mares with guns left the mini departments and aimed their weapons at the Elementals.

Twilight growled and lowered her gun. "You heard him. Guns down."

Everyone was hesitant, but ended up doing as told. Rainbow took the longest to lower her weapon, her eyes fixated on Dune. She eventually did as told.

As she did, a stallion on the other team approached Dune from behind. "So, what next?" He asked. "We kill them?"

Dune eyed him with a smirk. "Why don't you ask the boss?"

The stallion raised an eyebrow. "Aren't... you the boss?"

"Yeah!" Dash agreed. "Aren't... you the boss?"

Dune shook his head before looking at Rainbow. "No, Rainbow Dash. Not me."

"Then, who the hell is?!" The cyan mare yelled.

There was an unsettling silence before everyone heard a giggle.

Just then, Surprise skipped out of the group and spun around. "Surprise!" She cooed, before shooting Dash in the leg.

The pegasus let out a yell and dropped as Twilight knelt down with her.

"Surprise?!" Yelled Applejack. "Are you fuckin' serious?!"

The white mare smiled and backed up near Dune. "Are you... surprised?" She asked with another giggle. "Show of hands! Who saw this coming?!" She asked loudly, raising her own hand.

She then heard a scoff from one of her own. Looking over her shoulder, she saw it was the stallion who had walked up to Dune.

"You're our leader?" He asked.

"Oh... Is there a... problem?" Asked Surprise as she turned to face him.

"Oh, there's a problem, alright. I was hoping for someone strong and tough. Not some loud-mouthed, air-headed, crazy bitch! I'm out..."

"Oh, I'm... so sorry to hear that," the white mare said, placing a hand on his shoulder. "But... if you wanna go..." She then pulled out a knife and stabbed the stallion in the chest. He let out a grunt of pain before the mare jerked upwards on the knife a few times, cutting him open. Letting out a few blood-curdled gasps, he fell to the floor. "Then, go..."

The Elementals stared in shock as the white mare took a few deep breaths.

"Oh, that was exciting," she said with a smile, turning back to the group. "But, to answer his question, no... I'm not gonna kill you. You're still of use to me. Though, I'm no stranger to games... so let's have some fun," she said, crossing her arms, still holding onto the bloody knife. "But, in order to play, I have to kill one of you. Get over here, Tech."

The stallion and Flora gasped. "What?" Asked the stallion.

"You're not killing anyone!" Twilight yelled.

"Well, it's either him or this bitch," Surprise said as she grabbed Flora by the neck and threw her to the floor. "Make a choice," she said, stepping on the mare's neck.

"Sis!" Tech exclaimed, tears falling from his eyes. He then nodded and made a move forward.

"Tech, don't," Dash said, grabbing his arm.

He pulled away and sniffled. "She's my sister..." he said, before making his way to the white mare.

"Good choice. Now, kneel," she demanded.

Tech nodded and got to his knees, his eyes locked on Flora's, and hers on his.

"Nice to know some out there can follow orders," she said before aiming her gun.

"Wait!" Yelled Twilight, throwing her gun aside and stepping forward. "Take me, instead."

"Twilight, no!" Yelled Midnight. "What are you doing?!"

"Trying to save Tech..." the unicorn replied. "If anyone doesn't deserve to die, it's him..."

Surprise smirked and nodded. "Come over here, then," she said.

Twilight sniffled and ran to Midnight, the two hugging.

"Don't do this..." Midnight whimpered. "I love you..."

"I love you, too, but... I have to..." Twilight said before kissing the mare on the lips.

She then backed away, tears running down her face before turning and walking over to Surprise. Once there, she knelt down beside Tech.

"You don't have to do this, Twilight," he said. "Go, be with Midnight..."

Twilight eyed him. "The team needs you... You have to help them protect this city."

"Oh, enough of the sappy shit!" Surprise yelled, raising her gun and shooting Tech in the head.

The gunshot made Twilight jump before she realized what happened. "T-Tech?" She asked, looking down at him, and covering her mouth.

"NO!" Yelled Flora. "You bitch! You fucking bitch!"

"If it's any consolation, Twilight, I was planning on killing you both."

The unicorn looked at her, a pissed-off expression on her face as her horn began to glow.

"Hmm... Are you trying to use magic on me?" Surprise asked. "So sorry!" She sang, smashing Twilight's head with the butt of her gun. The purple mare let out a pained grunt and clenched her eyes shut. "Any last words you'd like to say before I finish you off?"

"Yeah..." Twilight began, slowly looking up at the mare. "Go... to--"

Before she could finish, Surprise raised her gun and fired. A stunned silence fell over the Elementals as they watched Twilight's body collapsed to the floor. Midnight felt her heart shatter in her chest as Dash began crying.

"FUCK YOU, SURPRISE!!!" The cyan mare yelled. "I'LL FUCKING KILL YOU!!!"

"I'm letting the rest of you go," the white mare said with a smile, picking Flora up by the neck and throwing her at the group. "So, best be off before I change my mind."

Pinks caught her and stopped her from falling before hugging her tightly.

Applejack quickly went over to Dash and Midnight. "Come on, you two... We need to leave..." She noticed Midnight staring at Twilight's body. "I'm so sorry, Midnight... But, we won't do the city, or ourselves, any good just standing here..." Midnight still said nothing, like she was in shock. "Midnight!" This got her attention as the black mare looked at her. "We have to go..."

Midnight sniffled and nodded before the group left the mall. Once outside, the group saw most of their cars on fire. Dash then saw the rocket launcher-toting stallion in the alley, aiming at him and firing. The stallion's aim was thrown off as he fell to the ground, the rocket firing and exploding against a building.

Jade immediately stopped mopping the floor of Bit & Bridal and ran outside, smelling smoke. "Wh... Uh... Sterling! Master!" she called.

The two stepped out and stopped, staring. "... That's..." Sterling trailed off, seeing the smoke pillar by the mall.

Flog wordlessly went inside and came back out with his keys. He gave a whistle towards Jade as he unlocked his van, getting in with Sterling hastily getting the passenger's seat.

Jade then climbed into the back and closed the doors. "Okay, go!" she urged, sounding extremely worried.

Flog nodded, driving off towards the mall.

Dash limped towards the remaining cars, sobbing as the others followed behind her. When she saw Flog's van approaching she waved to him.

The stallion pulled up towards them, coming to a stop as Sterling practically flew out the van, looking around the group before her eyes fell on Dash, asking herself a silent question.

The cyan mare ran up to her and hugged her, crying into her shoulder. "Sh... She... She's dead..." she sobbed.

Sterling let out a gasp, not sure if she heard right. Though, seeing Rainbow Dash, it was clear that she head correctly. She then began to cry as well, hugging Dash tightly. Flog stepped out of the van, a first aid satchel over his shoulder as he looked over the rest of the group.

Dash looked over at him and wiped her eyes. "No time for that..." she said, sniffling. "She's only giving us a few minutes to get away..." she said as Surprise stepped out of the building, watching them with a smirk.

"Alright, then. Get in... Dash and Sterling, shotgun. The rest of you pile in back!" Flog called, going back to the van.

Chrysalis, Flora, Rainbow Dash, Lightning Dust, Kyra, and Midnight began climbing into the back as Dash looked over at the white mare, who simply smiled and waved back. "I'm gonna kill that bitch..." she growled as she began limping towards the van.

Sterling picked her up and quickly got in, just in time to see Flog toss the first aid bag back to the ponies. He then set his revolver back into a holster on the back of his seat before staring the van.

AJ and Pinkamena found their car still intact and climbed in.

"I-I can't believe.. sh-she's dead..." AJ stammered, wide-eyed. "Her and Tech..."

Pinks started up the car before wiping her eyes. "And, Tech's been with us for so long... I-I hope Flora's... you know..."

AJ nodded and looked out her window at the mall. "This is far from over..."

Dash cried some more into Sterling's shoulder before looking in the back of the van. Midnight was curled up in the corner and crying buckets as Flora sat in the other corner, tears staining her face but not making a sound. It was like she was dead inside.

Sterling eyed the mares before she got a few things from the first aid kit. "I... Is the bullet still in?" She asked, looking at the wound on Dash's leg.

Dash shook her head. "N-No... A-All the way through..." she said, sniffling.

Sterling nodded as she began patching the leg up.

Surprise smiled and pulled out her phone. "Time for the next phase..." she said, speed-dialing 4.

The Elementals then heard a loud explosion as Pinks looked out her window. "The hotel!" She yelled, driving off.

Dash saw it, too, and gasped loudly. "The hotel!"

"What about it?" Asked Chrysalis, moving up behind the front seats and looking out, eyes going wide. "Fluttershy!"

Flog slammed on the gas, following Pinkamena and AJ. Both groups speeding down the road when a large armored truck pulled out into the intersection.

"Fuck, we're being blocked off!" Pinks yelled, taking a right.

Flog, a little behind, followed best he could. When Pinks and AJ sped through the next intersection, another large truck pulled out.

"Oh, come on," the stallion groaned before taking a right to avoid hitting the truck.

Surprise went around to Dune's car and climbed into the passenger seat, the stallion getting into the driver's seat.

"To the hotel. Time to collect our trophies."

Dune smiled and nodded. "Yes, ma'am."

AJ looked back and didn't see the van. "Where the fuck did they--"

She was cut off when a garbage truck rammed the side of the car, knocking it onto the sidewalk. When the driver got out, Pinks quickly raised her gun and shot him.

"Shit... Our car's fucked..." the pink mare groaned.

"Guess it's on foot now..." AJ said as she opened her door and climbed out.

Flog kept driving to try and find a way to the hotel but every route was blocked by either a large truck or a ton of mares and stallions with machine-guns or rubble from a nearby building.

"They're everywhere," Chrysalis growled. "We won't be able to make it back to the hotel... We have to hide out..."

"Hide out?" Asked Dash. "What about Fluttershy?!"

"YOU DON'T THINK I KNOW THAT?!" The Changeling yelled, tears streaming her face. "B-But, we can't... make it back..."

Rainbow hesitated before sighing. "The docks... Your old place."

Chrysalis eyed her before nodding. "Left at the next intersection... if you can..."

Dune pulled up to the hotel and Surprise got out. There was a large 18-wheeler out front and a ton of enemy gang members. They had already round up a couple of Elementals when Aqua emerged from the front door, leading Diamond, Emerald, Azure, and Cauliflower out. All had a cut or two and looked quite dirty.

Surprise smirked and licked her lips. "Get those mares to their knees!" She shouted, pulling out her gun.

Dune left his car and followed her. "You heard the boss! Get those sluts on their knees!"

Aqua gasped as a few stallions ran over to them and grabbed them from behind, forcing them to their knees.

"Wh-Where's Twilight?" Asked Aqua.

"Twilight's dead," Surprise said with a smile. "I killed her."

The blue mare gasped before Emerald began crying.

"No, mistress!" The green mare yelled.

"Oh, be quiet," Surprise groaned. "It's not that bad. You can all come with me and be my pets."

"No!" Yelled Emerald. "I want Twilight back! I want my mistress!" She cried, tears streaming her face.

The white mare stared at her before sighing. "You wanna be with Twilight so bad? Then, be with her," she said, raising her gun and shooting the mare.

Diamond gasped and caught her sister. "Emerald?! NO!" She then gently lay the mare down before lunging at Surprise.

The white mare knocked her aside and kicked her before aiming her gun at her. Before she could fire, Aqua ran over to her and grabbed her hand.

"No, please, don't!" The blue mare begged.

Surprise growled and grabbed Aqua by the neck, pressing the gun to her head. "Please," the blue mare whimpered, tears running down her face. "I promised Twilight I'd protect them... Please..."

Surprise hesitated in thought. "Keep them under control," she finally said. "Make sure they don't get out of line."

"I will..." Aqua said with a nod.

Surprise then let her go, the mare dropping to her knees and coughing before going over to comfort Diamond. The white mare then spotted Cauliflower, who seemed quite nervous and afraid.

"Well, if it isn't the fucking traitor..." Surprise cooed, walking towards her.

"P-Please, I... I'm sorry..." Collie whimpered. "D-Don't kill me..."

"You get to be my personal pet," Surprise said with a smirk, holding out her hand. "Come and apologize."

Cauliflower whimpered but nodded, crawling forward a bit before kissing the mare's hand and licking her fingers. Surprise smiled and let out a chuckle.

Good girl," she cooed, before looking at her own gang. "LOAD 'EM UP!" She then pulled out her phone as the girls began to get pulled towards the 18-wheeler. "Time to finish off the rest of this pathetic building."

"No, please!" Aqua yelled. "Some were trapped on the top floor! And more at the end of the hall on the 4th floor!"

"Is that so?" Asked Surprise. "Then, I sure hope they've made peace," she said.

"Please, don't!" Aqua pleaded, before being thrown into the back of the truck with the others.

"THE APOCALYPSE... IS HERE!!!" Surprise yelled, pushing a button on her phone before the rest of the building went up in flames.

Surprise held out her arms and sighed happily. "Oh, what a beautiful day!" She then started whistling a happy tune as she made her way back to the car.

As she got in, so did Dune. "What about that other pet?" He asked. "The black one she recently got."

"Probably dead now," Surprise said before picking up the walkie-talkie in Dune's car, changing the channel. "Bring the prisoners and my pets back to the mall. And, don't forget to use the horn rings I gave you..."

"Scattered...

Alone...

Afraid...

Twilight's gone and our team has been scattered throughout the city. Surprise has taken over the mall and is using it as a base. Stupid bitch thinks she's won... She hasn't won... Not by a long shot. As long as there is breath left in our bodies we will not give up. We will not surrender...

She may have won the battle but the war continues...

This isn't the end...

This is not over..."

~Rainbow Dash