“I can’t see down here. Where the fuck are we going?”

I heard Patch grousing behind me as I walked. I kept my gaze focused on the tunnel leading downward. The tunnel was indeed dark, but not to me. My eyes could see clearly down it, but stopped me from seeing the end. According to tracking Starry’s PipBuck we were getting closer to the city. I didn’t know how deep we’d gone, but it was definitely far below the surface.

“The tunnel’s opening up in a few feet,” I said after another long pause between talking. “Be on alert.”

We took several steps out of the tunnel into the massive cavern. It was gigantic, littered with all sorts of glowing crystals that lit up the entire place, making it incredibly easy to see. It was impossible to tell just how big this place was, and whether or not this was always here or if it was actually part of the Crystal Empire.

“Keep alive, we don’t know if there are hostiles in the area or not,” Patch said. “As best as I can tell we’re pretty much directly underneath Starry’s PipBuck signal, but it’s being shitty.”

“I’m not getting anything on my E.F.S.,” Lilith chimed in. “But that doesn’t mean anything down here. My PipBuck is getting interfered with as well. Velvet, can you see anything out of the ordinary?”

I scoured the landscape inside the cavern, looking for anything that could possibly impede us. Even with the better light I still couldn’t see much. I shook my head.

“Nothing that I can see. Where to now?” I asked.

“Hmmph. Well, we need to figure out a way to get up,” Patch said. “There’s a big column in the center that extends all the way up, maybe that’s a shaft?”

“Only one way to find out,” Lilith said. “A few good missiles should break through that crystal.”

I grimaced as we stepped forward, closer to the main column. As we walked, we noticed there were other columns extending upward, perhaps other ways to get into the city. The central column was perfectly cylindrical, extending miles above our heads. If there was a way up it would have to be from inside the column.

My ears flicked at a sound. It was faint, but it sounded like something crunching on the ground. Something was down here. I glanced over at Lilith. It seemed like she had heard it too. I turned to whisper to Patch and nearly walked right into something else.

The creature in front of me rasped and howled almost as if it was in pain. I jumped back as it lunged forward, snapping and gnashing with vaguely equine teeth, albeit sharpened to crystal points. Its eyes were completely hollow and its body was hard and rigid. I yelped as the thing lunged at me once more. It got close to catching me before a bullet rocked through the side of its head, dropping it to the ground immediately.

Patch glowered as she dropped the mouth bit of her rifle. “What the flippity fuck is that thing?” she asked.

We were answered by the sound of more of the strange creatures howling all around us. There were dozens of them, all stumbling forward in the same stilted way. They were surrounding us completely. I pulled out the gun that Patch had given me, holding it tight with my mouth.

“Shit, I think they’re ghouls,” Lilith said. “They’re everywhere, and my E.F.S. doesn’t even show them. Aim for the head, I’m gonna get above and try and ambush some bitches.”

I growled under my breath and fired off several shots at two of the approaching creatures, striking them both directly in the face. The recoil of the gun really made my jaw feel sore, but I didn’t have the time to adjust for it. I heard Patch’s rifle make several retorts, taking down a few more of the creatures.

“I made an opening, come on, let’s give Lilith a clean shot!” Patch shouted.

I nodded and ran with her, narrowly being missed by the remaining ghouls. Lilith hovered above, hooting and hollering. The ghouls seemed to be focused on her voice.

“It’s like they can’t see,” I whispered. “They’re navigating by sound.”

“Well let’s give them something loud to chase after!” Lilith shouted as her missile launcher unwound from the side of her power armor.

I blinked. Emblazoned on the side of the thing was a cutie mark of three broken hearts and the words “THE BITCH” scrabbled in rough paint. Lilith crowed as the missile loaded into the chamber and the device began to whine loudly. It fired, speeding across the crystal cave at the remaining ghouls, who appeared to be following the sound towards the central column.

“Get down!” Patch hissed as she dragged me behind a rock formation.

The missile struck the wall, the resulting debris impaling the remaining crystal ghouls and also blowing a large hole in the side of the column.

“Whoo! That’s right baby! The BITCH is back!” Lilith shouted.

“Auntie Lilith?!” I heard a familiar voice shout from beyond the hole.

“So how do we get up to the city then?” Lightning said, glancing around the cave. “There doesn’t seem to be any way to get up there.”

“We were attacked by ghouls so we really haven’t had much time to look around,” I said. “But it’s possible that some of the other columns could lead up.”

“Or they’re prisons with no escape too,” Coconut said.

“Well, then we’re kind of fucked, don’t you think?” Lightning said.

“Lightning! I heard that!” Patch shouted from behind us.

“Oh jeez, come on, Mom. I’m a grown pony now, I can’t say fucked?” he said as he went off to argue with the older mare.

“You know, it’s really good to see that you’re okay,” Coconut said as she stepped up next to me. “We all feared the worst.”

“Thanks…” I said, trailing off. “I would have been a goner if not for Patch and Lilith. You said Heartshine was sick? From what?”

“Starry thinks it had something to do with those black crystals inside of our prison. Like they sapped the magic out of her somehow,” Coconut replied.

“Great. It seems like even the environment is trying to kill us out here,” I said. “If we can’t get up to rescue Starry, then what happens then? We go home? We all know the Empire is bad news.”

“We’ll get to them. There’s more of us now, we have a fighting chance at least to stop all of this,” Coconut said.

My ears flicked, hearing movement behind us. At first, I thought it was more ghouls, but I realized it was clunkier and heavier sounding. Like… armor.

“Halt!” a voice shouted. “Turn around slowly!”

I turned to see two Crystal Empire guards. They had emerged from the hole we’d made in the prison. Great, I thought. Just flipping great. I watched intently as the two guards trained their weapons on us. From out of the hole stepped a being so incredibly scary looking that I nearly fell to the ground just looking at her. She was a ghoul, but she was also an alicorn.

“Shit,” Coconut said.

“You know her?” I whispered.

“Yeah she’s the one who brought us down to the dungeon,” Coconut said.

“Ah, it appears as though you escaped, and you had help! That’s amazing. How did you manage to call for help all the way down here? A changeling, an earth pony, and a pegasus? This sounds like a joke,” the alicorn said casually.

“Who the fuck are you and why should I care?” Lilith challenged.

“Tut, tut. I wouldn’t try anything. If my guards don’t take you down, my magic is certainly more than a match for whatever you five can pull off,” the alicorn replied. “Besides… I have a proposition for you.”

One of the guards turned to look at her. “Um… Princess?”

The alicorn’s horn flared and both guards’ necks twisted around, dropping them to the ground instantly.

“What the flipping fuck?!” Lilith shouted. “Why the fuck would you down your own ponies? Just to prove how strong you are?!”

“You Wasteland ponies are so… colorful in language, I must admit. No, I’m offering you a chance to save your friends and leave this place,” the alicorn said.

“You’re… wait… what?” Lightning asked.

“You heard me,” the alicorn continued. “You see, I don’t believe in putting all my eggs in one basket so to speak, so in the event that the empath fails, I need a little backup. I can get you up to the palace undetected and to your friends, you just have to do one teensy little thing for me.”

“And what’s that? Kill your mother?” Coconut said with a snort.

“Actually, that’s exactly what I’d like you to do,” the alicorn said. “Do it, and I will allow you and your friends to leave the city in peace.”

“What are you getting out of this?” Patch asked.

“Power, of course. Mother dies thanks to insurgent rebels, and I take control of the city,” the alicorn said.

“And what about Equestria?” Lightning said.

“Oh, I still conquer Equestria. The difference between myself and Mother is that I will give the ponies of Equestria a choice to submit to our superior rule. I will be a just and fair tyrant, if there ever was such a thing,” the alicorn protested.

“We’ll fight you,” Patch said. “You won’t win such a conflict.”

“Maybe not, but would you rather have that than Mother pressing a button and ending it all in an instant? You may not realize this, but above in the city there are entire banks of megaspells just waiting to be fired off,” the alicorn explained. “I am offering the lesser of two evils, as it were.”

“And if we refuse?” I said.

“Well, then I kill all of you right now and then I have to hope the empath can do it,” the alicorn said. “But come on, do you really want to die?”

I glared at her, working things through in the back of my mind. I could tell just by her aura and her feelings of intense hatred that this pony meant what she said. She could kill all of us as easily as she’d killed the two guards. It would take nothing for her to do it. And then where would we be?

I realized quickly that Patch must have been asking herself the same exact questions and telling herself the same exact things. She closed her one good eye and sighed loudly.

“Fine. We’ll do it. How are we going to get back up into the palace?” she asked.

“Excellent. I’ll provide cloaking devices. They should mask your presence long enough for you to position yourselves within the throne room,” the alicorn said with a wicked grin.

I scowled. What have we gotten ourselves into?

The guards had marched Dusk, Heartshine, and I out of the throne room and towards the main computer room, where everything controlling the defenses of the city were stored. Cadance had not bothered to join us, instead requesting our presence when we had the weapons system online.

The door behind us closed, leaving us inside the computer room. The guards sat outside the door. A cursory glance around the room showed that there was no way in or out except for the entrance we came in.

“Well, phase one of plan ‘stay alive’ is working,” I muttered aloud. I glanced sidelong as Heartshine. “Are you alright? You looked pretty bad down there in that prison.”

“I… I’m fine,” Heartshine said. She appeared fairly shaken. “I found Chalice. She’s… she’s dead.”

I grimaced, lowering my head for a brief moment. “How?” I asked.

“She had been cut open by Flurry Heart… for… curiosity,” Heartshine said, grimacing as a nosebleed started to form from her left nostril. “I… I gave her mercy. I stopped her heart.”

My eyes widened. I reached over quickly and pulled the mare into a quick hug. I felt her wings brush me and I could feel the anger radiating off of her.

“You did what you had to, Shine,” I said. “You did what you had to.”

“I… I know,” Heartshine said. “I still feel… ill about it, but I know it was necessary to give her peace and let her be with Shimmer.”

I pulled back and wiped her nosebleed with my hoof. I smiled softly.

“I’d hate to interrupt this tender moment, but we don’t have much time to do what we need to do here,” Dusk said with a cough.

“Right, sorry,” I said. I turned to Heartshine. “We have a plan, but we’re going to need all the help we can get. Are you in?”

Heartshine looked down at her hooves for a brief moment before looking up and smiling fiercely. “I’m in.”

“Good,” I said, walking across the room to the console. I looked over at Dusk. “I assume you’re familiar with this technology?”

“To an extent,” the unicorn replied softly. “I’ve always been pretty good with computers after all. You take that console and I’ll take this one. Miss Heartshine, I presume? We need you to watch our backs. Those guards are going to come in before too long.”

Heartshine nodded, standing aloof in front of us so that she appeared to be staring at the wall, while her eyes trained on the door. I silently wished I could have been there for her with Chalice. As much as she’d done for me, it still felt like she was taking steps back. Once this was all said and done… we’d have to have a long talk.

I stepped up to the console, reaching out with my magic to start tapping buttons here or there. I knew in the back of my mind what I needed to find. I needed to find Gideon. She had to be here somewhere. She would be the key to stopping all of this. The energy from the megaspell array could be turned inwards, fueling the time construct to send the Crystal Empire back into the space-time continuum for good. The plan had only fallen to me after thinking what Dusk would do in this scenario. It felt strange relying that much on a stallion who had done nothing but completely fuck up my entire life and any chance I had at a normal family relationship, but it was the only way to stop the Empire from destroying civilization as we knew it.

A beeping sound alerted me from my thoughts. It wouldn’t be long before Cadance figured out that we were indeed not fixing the megaspell array as she’d asked us to do. We needed to be done before then.

“We have a bit of a problem. The power lines for the main megaspell array have been… well… they’ve been cut,” Dusk said softly. “The amount of magical overload it took to do this. They probably don’t even know.”

“What does that mean?” I asked.

“Well, it means even if we find the copy of Gideon, she isn’t going to be able to cast the spell until the lines are reconnected. Someone is going to have to go down to the array and do that,” Dusk said.

“Great. So what now?”

“We find Gideon, and get her online. She should be able to take control of all the subsystems of the city, making it difficult to take control back. Once she’s in control, we ditch the guards and fix the power lines. Then once we’re out of the city, we transmit to Gideon that we’re ready,” Dusk explained softly.

I grimaced, but nodded before returning to my console. The technology of the Empire was indeed far above anything I’d ever seen before out in the Wasteland. I couldn’t even fathom how they had managed to build so much. Except I did know how. Starlight Glimmer. She had been responsible for part of it, I knew deep down. Still, the nature of the technology was beyond my wildest dreams. How had Starlight even been able to concoct such things?

I hit upon a directory hidden deep inside the system, my eyes widening as I realized what it was. It was an audio file. I pulled it up and hit play. I immediately recognized the voice as Starlight Glimmer’s.

“Artificial Intelligence log… I don’t even know what the date is here. All concept of time here is… fuzzy. That being said… everything that I’ve done to Gideon so far has made the AI exactly what I wanted out of it… caring, compassionate, but also shrewd and practical.

I… I have a confession to make. I’ve seen the future. I’ve seen what happens. Equestria loses, and everything dies. It’s not a future I wish to see again. I once thought I knew what Equestria needed. Equality. Pssh. Misguided, I was. I didn’t see what was actually the most important thing until I saw what would happen in the end.

More than anything, we need friendship to survive. And it’s my hope that by instilling that sense of compassion into Gideon, that I can save the Crystal Empire, the one place in all of Equestria that can bring back the ideals of light and friendship to the world after I am gone.

Of course… if you’re listening to this, I am likely dead. Whether I succeeded or failed depends on one thing. Gideon?”

“Yes, Starlight?”

“How are you feeling today?”

“I am… confused, Starlight. These images you have shown me. I do not understand.”

“You will. Someday, you’ll understand it all. Just keep reading over that journal I fed into your databanks, okay?”

“Affirmative.”

“You don’t have to say affirmative, silly.”

“...okay.”

“That’s better.”

“Starlight?”

“Yes, Gideon?”

“I’m scared.”

“Me too, but at least we have each other, alright?”

I blinked. Gideon was not only part of the time construct, but she was also sentient? Perhaps… perhaps this plan could be altered, and Gideon could convince Cadance…

“I found her,” Dusk said quietly. “I had no idea she was…”

I turned immediately to his console. “Bring her up. We need to talk to her,” I said quickly.

Dusk nodded and tapped on the console. A visualization of a pony, a pony I knew all too well from all the memory orbs I’d been in. She smiled with a quick grin and winked.

“Hello, Dusk,” she said. “And you must be Starry Night. It’s a pleasure to make your acquaintance.”

“You… you look just like…” I stammered.

“Yes, Starlight modeled my visual representation after her own,” Gideon replied. “I assume she desired some sort of legacy.”

“Gideon, we have a problem. The Empire… Cadance wants us to enable the weapons systems. We don’t have much time before she figures out that we’re talking to you. Can you enable the locks to this room?” Dusk asked quickly.

Gideon smiled. “I can do that. Locks engaged,” she said.

Behind us, I heard the door locks engage. The guard must have realized it as well as they started pulling on the door to try to get in.

“Alright, good. That gives us a little more time before they can stop us,” Dusk said.

“Gideon… you must know what what’s going on with the Empire… Cadance… everything is not what Starlight wanted. She wanted peace, friendship, compassion. We need to stop this madness. Can you help us?” I implored the artificial intelligence. “We need you to take control of the city. If we can show Cadance what you’ve seen… maybe… just maybe we can stop her from doing the wrong thing.”

“I can attempt to take control of the city’s subsystems, but it may take longer than you have before the guards enter the room. There are a lot of safeguards in place that I have to get around. Jeez, this code is just awful. Starlight really was kind of lazy,” Gideon said with a frown. “I’ll see what I can do, but you’ve got more pressing problems. You need to get out of here. The ventilation shaft is open. I suggest you use it.”

I glanced at Dusk and Heartshine and shrugged. “Alright. Which way do we go?”

A lit up path appeared on the screen. “This path should take you out of the palace and into the city. I will stay in remote communication with your PipBuck,” Gideon replied.

“Guess we’d better do as the pretty pony on the screen says,” Heartshine interjected. “I don’t know much more that door can take.”

I glanced back. The guards were battering at the door, and would likely break through any second.

“Alright. Gideon, we’ll be in touch,” I said as I motioned towards the ventilation shaft at the top end of the room.

I reached out with my magic and ripped the shaft door open. It was a tight fit, but we didn’t have much of a choice. We crawled in single file and I pulled the door back closed behind me just as the guards burst through the door.

The elevator stopped and we hesitated for a brief moment. There was no assurance that the invisibility spell devices that Flurry had given us were working, and I didn’t quite trust her. She wanted power, but wasn’t willing to directly challenge her mother to get it? It felt like we were being set up for failure. It made me feel nervous. That was a feeling I didn’t like.

I glanced around at the others. They seemed to be feeling the same way. I could feel it radiating off of them. None of this was good. If we had an invisibility spell how could I see the others? It didn’t make any sense.

The door opened and Flurry stepped off, disappearing to the left without saying a word. I took a step outside, grimacing. There was no one around to even test the viability of the spell. Still, it seemed that for the moment we had some time to figure out where we were.

“This level looks different than where the throne room was,” whispered Lightning.

“Great. How do we find our way up there then?” Coconut said softly.

“I don’t know, but we have a problem. Starry’s signal is actually moving away from the palace. We need to do something soon,” Patch said.

“Let’s remain on the move. Somewhere around here is a way up besides the elevator,” Lilith said. “Besides, if Starry managed to escape then it may be prudent to try to find an escape route ourselves.”

I grimaced, following behind the others as we made our down the abandoned hallway. Something certainly felt off about all of this, almost as if Flurry Heart wasn’t quite sure we would be able to do the job. To be honest, I wasn’t sure we would be able to pull such an act off ourselves. This whole thing was a big trap.

This level of the palace appeared to contain no guards whatsoever, but that didn’t stop it from being completely baffling. Every twist and turn seemed to lead to new ones, and I considered that we were possibly going around in circles several times. There were also no doors to anything else, just vents and more hallways. Furthermore, we saw no sign of Flurry, despite heading in the same direction she had.

“Okay. I’m confused,” Lilith said after several long moments of silence. “This place is empty. Where the fuck is everyone? And furthermore, how the fuck do we get out of here?”

“I knew I had a bad feeling about that alicorn,” I said. “This was all just a ploy so she could play with our heads. Get us lost, and then fuck with our minds.”

Hoofsteps interrupted our discussion as several guards appeared at the end of the hallway we were in. They signaled in our direction, their weapons trained on us. I cursed under my breath. Of course the cloaking devices didn’t work! Why would I have expected to trust Flurry Heart?!

“Well, no matter. Looks like we aren’t as lost as it seems,” Lilith said with a grin. “Let’s just ask these fine folks for help, shall we?”

In a mere instant she flew across the room, bringing a bladed wing into the helmet of the lead guard. It sliced deep, sending the guard sprawling to the ground. The rest of the guards moved into action to retaliate, the first of which took a bullet straight to the chest as Patch let loose a barrage. Both Coconut and Lightning also took action, firing before they could be fired upon. Within moments the guards lay on the ground, unmoving.

“That was… anticlimactic,” Lilith said. “They didn’t actually know where we were, and they died so easily.”

The guards suddenly dissolved into nothingness in front of our eyes, as well as the walls and floor and well… just about everything. It was replaced by a long circular gridded room. Flurry Heart stood in the middle.

“Excellent work. You understand that I had to test your aptitude to see how good you really were. Seems like you know how to work well together,” she said. “But I’m afraid it won’t be good enough to take on my mother. She’ll see right through you and decimate you. Sad too, I had such high hopes for you now that your other friends have somehow escaped.”

“So it’s true. Starry did get away from you,” Patch said.

“Momentarily, yes,” Flurry said with a scowl. “I’m afraid though, it won’t matter. You won’t be joining her. This is as far as you go. I have no use for you now.”

“Well, if that’s the case,” Lilith said. “We’ll just have to kill you.”

“Do you really believe that you can do that? I’d love to see you try,” the alicorn said with glee in her voice. “I really think you should just accept that you’re in over your heads here.”

I scowled. I could feel the hatred emanating from her. This mare hated everything. It didn’t make any sense at all. None of it did. First she offered us a job, then she tests us, then she claims we weren’t good enough, and then wants to kill us? Her mind was cracked. Just how long were we wandering those hallways? I know it didn’t feel like that long, but perhaps she was watching us and reading us the whole time? I thought. It’s like she’s… fucking bipolar or something.

“I will decide when I’m in over my head,” Patch said, lifting her rifle. “In fact, I’m pretty much done with this. Move aside, I’m going to get my daughter.”

“You asked for it,” Flurry said. Her horn glowed softly as her magic extended outwards. A wave of powerful energy ripped across the room.

Patch retorted with a quick shot from her rifle, seemingly striking the alicorn directly in the chest, but nothing happened. In fact, the bullet seemed to pass right through her. My eyes widened as I parsed what that meant.

“She’s not actually here,” I said aloud. “It’s a hologram!”

Flurry Heart cackled as her horn settled down. “You’re smart. I like that. Yes, this is a hologram. I needed to vet you after all to see if you could kill my mother.”

“I’m really confused. This was just another test?” Lightning said.

“I know, it’s super dramatic. I can never do anything halfway,” Flurry said, lifting a hoof with a grin. “The truth is, the palace is in chaos looking for your friends. There’s no way you’d be able to get around up here without being seen even with the cloaking devices. I needed to get you through a different way. At the end of this level there’s an elevator that will take you up to the throne room level. From there, it’s all on you to get there.”

I glanced over at Patch. “What do we do? Do we trust her?” I asked.

“We have to get to Starry. If this is the way we do it, then let’s go,” Patch said. She scowled and then coughed for a few seconds. “Besides… we’re stuck here if we don’t do anything.”

The rest of the group begrudgingly agreed as Flurry’s image disappeared. I walked behind the group as we made our way towards the single elevator that the alicorn had mentioned. I couldn’t quite grasp what was going on here. Starry had escaped? If she’d gotten away, maybe there was a chance for us to get away as well.

We stepped into the elevator and it hummed softly as it went up. The door chimed and opened onto a wide hallway overlooking the city. Things appeared just as Flurry had said. The city was in full blown panic as guards moved to and fro below on the palace grounds. We could hear hoofsteps down the hallway. We needed to move before more guards came.

“This way,” Coconut pointed down the hallway from the left of the elevator. “The throne room was that way. Maybe there’s a place we can hole up and come up with a plan.”

“And hopefully avoid any other guards along the way,” Lilith said. “I don’t like being snuck up on.”

We started moving in the opposite direction of the hoofsteps, hoping that the guards were far behind us. At the far end of the hallway I could make out what could only be the throne room. Several guards were posted around it, but they appeared to have not noticed us yet. We had the element of surprise on our side.

“Lilith. Do you think you can quietly take them out?” Patch said.

“Doubtful. We’d better find some place to hide,” Lilith said, her eyes shifting around. She pointed at a nearby door down the hall. “There.”

We quietly crept forward, pushing open the door slightly and entering. The room we were in appeared to be some form of bed chamber. My eyes widened as I took in the sight that met my eyes from across the room.

Chalice. She was splayed out, cut up and opened on the bed. She appeared to be dead. My blood simmered.

“Oh… oh no,” Coconut said as she approached the dead alicorn. “Chalice. She’s…”

“She’s dead,” Patch said. “You knew her?”

“This was one of the alicorns who came from Heartshine’s town with us,” Lightning said. “This must mean…”

“Yes… you’re in my personal chambers,” a silky voice said from inside the room. Flurry Heart appeared almost out of thin air, sitting on the other bed in the room. “I apologize for the mess. I haven’t really had the time to clean up.”

“You… you fucking bitch, you killed her!” I shouted angrily. Rage poured off of me like sweat.

“Tut tut. You don’t want the guards to hear you do you? The cloaking devices only do so much,” Flurry replied. “Besides… I didn’t kill her. I merely… experimented on her. The empath was responsible for her death.”

“The empath… you mean Heartshine?” Lightning asked.

“Yes… she considered it an act of mercy,” Flurry said. “I found that very intriguing. One of the reasons I placed her in my pocket. She’s currently with your other friends. I suspect she’ll do what she’s told and get them back into position so that I can take out my mother. Until then… I recommend you stay put here. There isn’t much you can do until the empath returns with your friends.”

“What about…?” Lightning said, motioning his head towards Chalice.

“Ah, right. I can do something about that,” Flurry replied, igniting her horn. In a brief flash, the entire bed and Chalice with it completely disappeared.

I scowled, growling under my breath as Flurry Heart passed by us, pushing the door open and leaving. No matter what she’d said I still didn’t understand why she was keeping us alive, let alone treating us like she liked us, but then doing shit like leaving Chalice’s dead body laying around? None of it made sense. All the while I could continue to feel the intense hatred rolling off of her in waves.

“I don’t like this,” I hissed as she left. “We’re being set up to die.”

“I know,” Patch said solemnly. “But don’t worry about that. It’ll all work out according to my plan.”

“Wait… you know? And you have a plan?” I asked, blinking.

“Yeah, she’s got a plan,” Lilith said confidently before glancing at the earth mare. “Wait. You have a plan?”

“Yeah. Like I said. Don’t worry. We have the element of surprise. She doesn’t know that we know,” Patch said. “We’re gonna get out of this alive. Trust me.”

I fell out of the ventilation shaft onto the ground next to Heartshine and Dusk, grousing as I pulled myself up to sitting. We were finally outside the palace after moving through the shafts for what felt like hours. I could breath breathable air again! I quickly noted that we were in the open, forcing us to move behind an outcropping of unlabeled metal containers.

“So… what’s the plan? Where’s the power cables to the weapons battery?” I asked.

“According to the diagrams, they’re outside of the palace proper and to the west,” Dusk replied. “We’re going to have to go underground to get to them.”

“How are we going to do that? The guards have to be searching the palace grounds for us, right? We have no way of defending ourselves against an attack,” Heartshine said.

“Stealth is our best friend at the moment. We need to be on the move, or we will be found out,” Dusk said, his eyes scanning the grounds before he stopped. “There. A maintenance hatch that leads down. We should be able to use it to get under the city. From there we need to get to the power cables and assess the damage to the power matrix.”

“It’s as good a plan as any, and we’re clear to move,” I said, glancing about. “Go!”

We moved out of hiding, crossing the open air towards the hatch. All the while I waited for the inevitable, for a guard to capture us, but it never occurred. I threw the hatch open with my magic as Dusk and Heartshine slid down into it. I followed, pulling it shut. Darkness enveloped us until a soft light emanated from both Dusk and my own horn. After breathing heavily for several long moments I was able to calm down and take stock of where we were.

The tunnel was cold and dank and ran back and forth both away and towards the palace. It looked almost unused. That was good for us.

“Alright, the junction we’re looking for is that way,” Dusk said, pointing down the tunnel away from the palace. “We need to turn on the power to the array by fixing the breaks in the cables.”

“If it were so easy to fix this, why didn’t the Empire come down and do it themselves?” Heartshine asked while we walked along the cold tunnel.

“Because the system reported it only when I poked it harder than anypony normally would. At normal glance, it would appear the power was fine, just that the weapons themselves were disabled,” Dusk explained. “This… Starlight Glimmer planned for this, maybe?”

“Starlight’s plan was put in place to protect the world as well as the Empire,”a voice said from my PipBuck.

“Gideon? Is that you?” I asked.

“It is, Starry Night. I am now in complete control of the Crystal Empire’s facilities. As we speak, Queen Cadance is attempting to stop me. Starlight’s programming will prevent that,”Gideon replied succinctly.

“Good. Keep her on her toes until we get the power back on to the array, and then we’ll go from there,” I said with a grin.

“There is something… else. An anomaly. There are living ponies present in the palace. They are not from the Crystal Empire,” Gideon said.

“Lightning and Coconut,” I said with a grimace. “Wait… you said they’re in the palace? But they were in that cavern with the black crystals before…”

“My scans show five entities. Two pegasi, two earth ponies, and a changeling,” Gideon said. “Scans show that two of the entities are… aging.”

My eyes widened as I shared a glance with Dusk. “Thanks, Gideon. We’ll keep that in mind. We’re headed to the power junction now.”

Gideon’s voice disappeared, leaving us with our own thoughts. Aging… ponies? A changeling? Was Velvet alive? And if so… had she gotten help? What were they doing in the palace? Nothing made any sense. All I knew is that we were going to have to go back for them… and when we did… Cadance would be there.

It didn’t matter. We had control of the city under Gideon’s systems. We just needed to turn the juice back on and we could send the Crystal Empire back to wherever they came from.

Still, the nagging thoughts kept getting to me. Who were these other ponies? A thought flashed across my mind. What if… what if it was Mom and Lilith? I couldn’t fathom why they would be here, especially with Mom’s condition.

“Starry? Are you alright?” Heartshine asked. “You look… strained.”

“I’m fine… I just… I have a bad feeling about all of this,” I said. “You heard what Gideon said. We’re going to have to go back for our friends once this is all said and done.”

“At the next junction we need to turn right,” Dusk said softly. “Then it’s not far until we reach the power station.”

I nodded, silently stalking behind the other unicorn as we made our way to a four-way junction. We turned right and started walking towards the power station, my thoughts worming their way inside as I felt even more uneasy about everything.

The tunnel eventually opened up into a massive cavern that was, what I assumed was the power station. Massive crystal battery banks lined the cavern, and in the center a giant weave of broken cabling lay sparking. It illuminated the entire place in a chaotic and erratic light.

“There,” Dusk pointed out in the center of the room. “The cables that are broken. Gideon did a number on these, that’s for sure. It’s going to take some time to fix.”

“Get to it, then. Heartshine and I will lookout for anything strange,” I said with a grimace.

I fidgeted around the room, not really knowing what was going on other than the fact that the guards outside the halls were running around like mad ponies. An alarm suddenly started going off, catching all of us off-guard.

“What’s that?” Coconut said. “Did they find Starry and the others?”

“No… this is something different,” Patch said as she peered out the crystalline door.

“Attention, Crystal Empire inhabitants. My name is Gideon, and I am now in control of the entire city’s subsystems. Please, do not be alarmed. It is not my intent to harm you, but to educate you and show you a better way. I repeat. My name is Gideon…” a loud voice began blaring throughout the palace.

“Gideon? What the fuck is that supposed to mean?” Lilith said. “It’s almost like someone hacked their system.”

“Which is perfect for us,” Patch said with a grin. “The chaos will give us time to put my plan into action.”

“And what plan is that?” Lightning asked.

“We need to warn Equestria about the Empire. But we’ve got an opportunity to cut it off at the head and get rid of two of its leaders. First we deal with the psycho alicorn and then the Queen,” Patch said.

“Is that even possible? You saw what that psychotic bitch did to Chalice,” I protested angrily. “How can we even begin to beat something like that?”

“Oh, I think we can wrangle up some ways to handle that. Those guards are all armored up pretty well. Pretty sure they have an armory on this level. They’d have to in order to have all the gear necessary to protect the Queen. Chances are, during this panic, they’ll be too busy dealing with whatever this is to protect it,” Patch said.

“And what then?” Lightning asked.

“Then, we find that monster and put her out of her misery,” I said. “I’m on board. And I even have a great idea on how we can get there.”

I grunted under my breath, accessing my changeling magic. I reached deep inside, looking for the same spark that had gotten me out of the lake. I found it easier this time, my eyes and body glowing bright green as my form shifted and moved into a perfect looking copy of Flurry Heart.

“There. Now we should be able to move through this level without any issues,” I said. “If anyone asks, I’m taking prisoners back to their cell.”

“We’ll need to be wearing some restraints,” Patch said. “But it’s a great idea. Come on, let’s make this happen.”

Within moments we were ready to step out of the room. I pushed the door open carefully, using my instincts to gauge whether it was safe or not. The hall was clear at the moment, so we stepped outside and began walking away from the throne room area. As we walked, a few guards here or there passed by without issue. In fact, they seemed to be ultimately scared of me in the guise of their Princess. We moved quietly as I kept a close eye for the real Flurry Heart in case she appeared.

We came across a room that had been labeled as the Armory within several moments. It appeared to be completely unguarded. With confidence I walked up and scanned my hoof on the pad next to the door. It glared red at me. I growled under my breath.

“No time to try the easy way,” Patch said, pulling her rifle out from underneath her cloak. She lifted it it and fired directly into the pad.

The pad sparked into lifelessness as the door opened. I grinned sheepishly as we stepped inside and pulled it closed behind us. Patch took point, wandering into the armory to find some weaponry. The room was large enough for all of us to fit comfortably and then some. Lining each wall was shelves where boxes were stored.

“Looks like they are using quite a bit of the weapons already, but there’s still some choice pieces. Take what you can and some body armor and let’s get going,” Patch instructed. “It’s not going to take long for this… Gideon to figure out where we are, and we don’t know if she’s friendly or not.”

“I can assure you, I am not your enemy,” a voice said from the speaker mounted on the wall.

“You’ve been listening to us?” Lightning asked. “Who are you?”

“I am an artificial intelligence designed by Starlight Glimmer, code-named ‘Gideon’. I have established control of this facility based on protocols left by her and enabled by Master Dusk and his companion Starry Night,” Gideon’s voice calmly replied.

“You know where Starry is?” I asked, piping up. This was the first good news I’ve heard since we got here.

“Starry Night is currently located outside of the palace. She is attempting to subvert power to the megaspell weapons array so that I may use it to gain full control and activate the time construct,” Gideon said. “I assume you are her friends?”

“And family,” Lightning said, glancing over at Patch. “We need to get a message to her. Can you help us?”

“Certainly. I have performed full identity scans and will provide her with information regarding your presence here,” Gideon replied.

“Excellent. Let her know as soon as we’ve dealt with the ruling hierarchy of the Crystal Empire we’ll be on our way to her,” Patch said, her determination showing deep in her expression. “Now, can you tell us where Princess Flurry Heart is?”

“Of course. Scanning. Princess Flurry Heart is on the lowest floor of the palace. I will mark a path to a relevant elevator on your PipBuck,” Gideon said.

I scowled as I dissipated the form of Flurry Heart, returning to my natural insectoid shape. The body armor we’d been able to scrounge up was just enough to fit us, along with a few magical energy weapons for good measure. It would have to be enough. Patch took down the directions from Gideon and we prepped to leave. Patch was the last of us to leave. As she started to I heard Gideon call back out to her again. I couldn’t help but overhear it, thanks to my sensitive changeling ears.

“Your name is… Patch, is it? You have some significance to Starry Night.”

“Yes. Starry’s my daughter.”

“I have calculated that there is a 15% chance of survival on your part in this mission. Analyzation of your body scans indicates that your heart has a 95% chance of failure at the rate you are pushing yourself. You should consider letting the others handle this…”

“Gideon, fuck off. I’m doing this for my daughter and for everyone else in Equestria. If I don’t… we all lose.”

“Noted. Good luck, Patch.”

I kept my eyes trained on every outcropping, every orifice, every tunnel as Dusk started his work. His horn and magic were trained on the cables, carefully reaching out to reattach each one to its correct pairing. It was tedious, and Dusk wasn’t even sure about whether it would ultimately work, but it was the best plan we had at the moment.

Heartshine sat with me, carefully watching as well. Every few seconds I’d catch her looking at me, possibly thinking of something to say. She shifted. She fidgeted. I was sure that what had happened up above with Chalice… it wasn’t good for her. It was almost like it was her version of what I had done to Xerves.

“Are you alright?” I asked softly, catching her attention. “You keep fidgeting.”

“Yeah… no… I don’t know,” Heartshine said. “I can’t… I can’t get that image out of my head still. What I did… It… it’s haunting me.”

“For a while… after what happened with Xerves… I felt the same. I couldn’t get that image out of my head… after what I did, I just couldn’t deal with it,” I said aloud. “But then something strange happened.”

“What’s that?”

“I met you. And you seemed to know exactly what was hurting me, but at the same time… you were hurt too. What happened, really?” I said.

Heartshine sighed deeply before starting to speak. “I told you already that I tried to use my talents to help Equestria, right? Well… I tried to start an order of Heartmenders, ponies who had unique talents much like my own. Ponies that could help other ponies heal,” she said.

“And?”

“And it all went to shit. Raiders, slavers, whatever you want to call them… they’d target us at every opportunity they got. We were fodder to them, and most of us couldn’t even properly defend ourselves,” Heartshine said. “Within a few months… there weren’t many of us left. One of my most trusted Heartmenders left after that. What she said… it cut deep. She said I didn’t care enough, that it was my fault that ponies died out there. That I put them in that danger. And she was right.”

“But you were trying to help ponies. You couldn’t have known what was going to happen,” I said.

“That isn’t the problem. I got… complacent. I was so used to helping everypony myself that when I started the order… I let them go do everything. I was lazy, and I didn’t take charge like I should have. When the attacks started happening, I didn’t do anything,” Heartshine replied. “I… I choked. I couldn’t do it. And because of that, innocent lives were lost.”

I grimaced and placed a hoof on her shoulder. “What happened after that?”

“After she left… I broke down. Started wandering from town to town, looking for work. Finding friends, love… you name it. But they weren’t her, and every time it just reminded me of what had happened. Every town that I visited, attacked in some way. Every time, somepony I cared about, dead,” Heartshine said. “And every time, it was because I chose to do nothing. I got out before it got worse.”

“Hope Junction,” I said.

“Hope Junction was the worst. It was the straw that broke the pony’s back. I left Equestria for good, hoping that I’d find something better for me,” Heartshine replied. “I found Stable Town. I thought… I thought I could make a new life there.”

“It seemed like a nice town, really,” I said wistfully. It felt like it had been ages to me since we’d left there. “Quaint.”

“It was… and when Chalice and Shimmer came to the town… I thought maybe… with the Followers I could do some good again,” Heartshine continued. “But we saw how that turned out.”

I nodded, continuing to keep an eye on both Dusk and the tunnels. Besides the sparkling and crackling of the electricity in the air, there was nothing.

“Well… for what it’s worth… I think you did everything you could to help me,” I said aloud finally after several long moments of silence. “You didn’t back down there… and I still think you can help ponies. You helped Chalice… you gave her the mercy she desired. What you did up there wasn’t a weakness. It was strength.”

Heartshine looked up at me and smiled, a slight tear in her eye. “You always know just what to say, don’t you?” she asked.

“I try,” I said, my ears pinning back at a sound coming from one of the tunnels. “Did you hear that?”

It was a thumping sound, faint at first, but growing louder. Had the guards found us? I didn’t think it was possible. The sound was… erratic however. There was no order, no foundation to it. It didn’t sound like the marched hoofsteps of the guards.

And then I smelled it. A stench so rotten, so foul that my nose nearly shrank half its size in response. It smelled like… like rotten mint. I heard a crackling shriek rip through the air. Something was coming. Something big.

“Dusk… we’ve got company,” I said. “What’s your status?”

“Still working. This cabling is a bit of a mess,” Dusk replied.

I scowled, keeping my eyes trained on the tunnels feeding into the room. Another shrieking sound rippled throughout the room. I couldn’t tell where it was coming from. It could have been coming from all three of the tunnels for all I knew. I could feel Heartshine behind me, both of our hearts racing as we waited with bated breath.

And then some… thing emerged from the tunnel directly across from us. It was… elongated, its skin crackled and blotchy. Its maw stretched out with rows of strange jagged teeth. It didn’t look like a pony. It didn’t even have eyes that I could see. It looked like something out of an old horror film from before the war. It stood on two hind legs, its head bobbing back and forth like it was hunting for something.

“Shit shit shit,” I muttered under my breath as I lit my horn.

“What the flipping fuck is that thing?” Heartshine said from behind me.

The thing shifted its head in response. It didn’t have eyes, but it was tracking us through the sounds of our voices. It took a step forward and shrieked once more. My horn seared as I considered our options. My eyes shifted to the tunnel to our right and I acted, sending a blast of energy at it that made a crackling sound as it landed. The creature took the bait, spinning quickly and descending upon whatever had made the noise. It struck the wall headfirst, stumbling about as I tried to think of part two of the plan.

“Heartshine…” I said under my breath. “When I say go, you pick me up and fly straight up, alright?”

The lime green mare nodded calmly. I took a step to the left, directly in front of one of the crystal batteries lining the room. Heartshine stepped with me as the creature heard us. It turned and started lumbering towards us.

“Go!” I shouted as Heartshine grabbed my waist and lifted.

We went up in the air as I dropped a blast of magic downwards to draw the creature’s attention. The creature, still focused on the sound in front of it barreled right into the battery. It struck with such force that the crystalline structure cracked, leaking caustic fluid all over the creature. The thing howled, falling backwards in a heaping pile of smoking rotten mint. As we set down, the thing finally let loose a dying wail before moving no longer.

“Watch what you’re doing with those batteries,” Dusk said, his eyes still focused on the cabling. “We need them mostly intact.”

“Sorry, heat of the moment,” I said. “Hopefully there aren’t any more of those things out there.”

“Starry Night?” a voice said through my PipBuck.

“Gideon? Is that you?” I asked.

“I detected a fluctuation in the power grid. Is everything alright?”

“We’re fine, Gideon. There was a… monster,” I said after considering how to term it. “We’re still working on repairing the cabling. Or rather, Dusk is.”

“Excellent. Starry, I have been in contact with your friends. They are alive and in the palace. There is one thing that concerns me…”

“And that is?”

Your mother is present with them. I have scanned her vital signs. She does not have much time if she continues to push herself like this,” Gideon replied, a twinge of sadness in her voice.

My eyes widened. Mom was here?! How was that even possible? If she was there, then that meant that Lilith was also there. How had they gotten here in the first place? How had they even known to come here? There was so much I didn’t know. My eyes widened further as I also realized that Gideon had said a changeling was also present. Velvet was alive?!

“Gideon… where are they now?” I asked quickly.

“They are in the palace proper. I overheard them talking about launching an attack on Princess Flurry Heart and Queen Cadance,” Gideon said.

I growled under my breath. “They won’t be any match for that psycho bitch,” I said.

“What do we do? We can’t just let them walk in to their deaths,” Heartshine offered.

“We’re not. We’re going to go back and help them. Dusk? Do you think you can manage down here by yourself for a little while?” I asked, turning to the unicorn.

“I probably can, but not if another one of those monsters comes,” he replied. “You want to go back to the palace to help your friends.”

“They need our help,” I said. “If we don’t go now, they could be dead.”

“Then go. I’ll deal with this and contact you via Gideon,” the unicorn said. “And Starry… good luck.”

The elevator towards the lower floors of the palace seemingly took forever as we waited for it to stop. Its soft hum did nothing to sooth our anxiety of what was coming next. The elevator halted and it opened up into chaos. Guards were moving to and fro, hunting the outside of the palace grounds as they tried to get things under control. It seemed that Gideon had taken control of everything and was using the palace’s defenses against them.

It was hell. Guards were trying to disable magical energy turrets left and right as they fired upon their own ponies. Alarms were raised. Things were in such flux that the guards patrolling the halls didn’t even acknowledge our presence as they were too busy trying to stop their own defenses. I gathered that it was also possible that the cloaking device that Flurry had given us was still functional, but I really doubted it.

We moved through the hallway, silently and quickly as we made our way towards the center room where Gideon had indicated Flurry Heart was. We found it, a massive veranda around the center of the palace base. The flooring was grated, the light dark and dreary as we approached. At the very center stood Flurry Heart. She was looking up at something that was bright, shining. It was pulsing, but it looked sickly.

“Looks like both my plans were a wash,” Flurry said to herself as we stalked into the room. “You got loose. The empath didn’t do what I asked… oh well. I guess I’ll have to wipe the slate clean and start over. If I get the chance. Whatever your friends did, it’s got something in our system attacking the city, but it’s no matter.”

“Stand down, Princess,” Patch said, lifting her rifle. “Face facts. You’re not winning.”

“You know,” Flurry said as she turned to face us. “Time was, this city… this Empire stood for something more than just blind hate. Our magic, our love for our country… it radiated across Equestria with the power of the Crystal Heart. But the Heart no longer answers us. It sits here… pulsing, sickly… dead. It waits for the living, and we are not those ponies anymore.”

She took a few steps forward and giggled. “It’s funny. I may just have to kill Mother myself. And then, Equestria will suffer what it did to us. It will feel the pain of our Empire.”

Her horn lit up and magic seared across the room towards us. I yelped and leaped to the side as a bolt of energy struck the ground, melting a hole in the grate. The metal fell below to nothingness. Flurry tittered loudly at our predicament.

“Fan out! Don’t group together!” Patch barked. “Engage at will!”

A crack ripped through the air as the elder mare fired her weapon, the bullet soaring across the air towards the alicorn. Flurry snarled and ignited her horn, bringing up a magical shield that deflected the shot. She responded with another bolt of energy aimed right towards her, but it never arrived. Lilith shot into the air at breakneck speed, slapping a bladed wing at the bolt, sending it flying away up towards the pipework of the ceiling. With a quick grin she spun and bit down on her firing bit, sending a few smaller missiles flying from her signature weapon.

Flurry’s horn brightened, grabbing ahold of the two missiles in the air and detonating them. Her eyes filled with devious glee as she began firing off blast after blast of magical energy, forcing us to scatter and dodge as best as we could. From what I could tell, Lightning and Coconut were both firing their own weapons upon the alicorn, but they weren’t making much headway. Lilith was busy flying around sending missiles into the shield, while Patch was crouching and sniping from behind cover. It still didn’t matter. Flurry was in total control of this battle, wielding her magic like she had battled for years.

This was lunacy. We were doomed from the start of this conflict. Flurry Heart wasn’t like the Wasteland alicorns. She was the real deal. We needed to distract her somehow, to give Patch or Lilith an opening. An idea sprung into my head.

I reached deep inside once more to that primal place, the source of the changeling magic that had produced me, and tugged hard. I needed to bring forth something, something stronger than even I was. Something that I could use to defeat her. I found something more… more powerful than I expected. It pulled me in, and I let loose a guttural roar that shook the very walls.

I floated in the air, exulting in my newfound capabilities. I wasn’t sure what I was, just that whatever it was I could feel the hatred in the air and that it attracted me. I wanted all of it, to share and devour every last drop. I wanted to feel the hate wash over me. I shrieked loudly as I landed upon the Princess through her magical shield, latching onto her with such ferocity that she didn’t have much time to react. She struggled and I struggle back. I would not let her get away with what she had done to Chalice. Not after Shimmer had given her life in the attempt to save my own. I would feed on that hate, that fear.

Flurry Heart snarled, calling upon her magic once more as she tried to dislodge me. She couldn’t. Her horn glowed as it summoned one final gambit before I took every last drop of feeling. Her eyes glazed into feralism and she snarled back as she lunged into me.

“You will not defeat me!” she shrieked.

I roared, slamming into her body with all the force I could muster. My new form was strong, whatever it was. The alicorn stumbled backwards from the blow, her horn glowed brightly, summoning forth what appeared to be a sword made of magic.

“I do not have time for this. I have an Empire to take control of!” she said with a mad cackle. She lunged towards me with the blade.

My eyes widened. I felt warmth across my body and pain. The blade was embedded in my side, blood flowing freely down my legs as I lumbered backwards. The changeling magic had left me when I’d needed it the most. I could feel my strength beginning to drift away. In front of me the alicorn panted loudly, her own magic close to being spent. I cackled and snarled wildly as I lunged back at her, forcing her backwards.

*BANG*

A gunshot ripped across the room, tearing into Flurry Heart’s neck. Foul ichor spurt from the wound, followed by more gunshots as the others used the opportunity I’d been able to give them. I slumped backwards onto the ground and could only watch as Flurry Heart fell, her magic unable to keep up with the barrage. I’d siphoned enough of her hate, her strength, that she could not stand against the combined might of my friends.

Friends. It was funny to consider such a thing. It felt like ages since I’d once kidnapped Starry and Lightning, since I had no friends. But now… now I did. And it felt right that I would perish protecting them with all of my might.

“Velvet! She’s down,” I heard Lightning say.

“Velvet, can you hear us? It’s Coconut. Turn your head, please,” I heard Coconut’s frantic, worried voice. “Shit. She’s not responsive. This wound… it’s bad. I can try to close it up, but there might be all sorts of internal bleeding.”

“Halt!”

Hoofsteps, marched and orderly echoed throughout the room. Through my glazed and blurry haze I could see the guards, and another alicorn standing angrily tall over the others. A breath caught in my throat as I watched the others being taken and placed into chains. I couldn’t make out what the alicorn was saying, but I knew it wasn’t good.

And then… darkness cast itself over my sight. I felt so… so weak, so very weak. It was so easy to die, to let all of yourself go. I’d done what I could for my friends. They were still alive. That was all that mattered.

I let out one final breath, and then slumped over, my eyes drifting to Flurry Heart's body just a few feet away. I coughed up blood, giving a tiny laugh as I felt my body slowly revert to my natural changeling form.

“F-f-f-fucking bitch. Serves her right, “ I managed to say before the very last vestiges of life left my body.

We emerged from the maintenance hatch inside a vast network of grates and metal pipework. The room itself was circular, and the best I could tell was at one of the lowest levels of the palace. I grimaced. If that was the case then we could head up without much trouble from the guards. Gideon had said that our friends had been here, but at first glance I could see no signs of them.

I took a step forward, Heartshine stalking closely behind me. At the center of the room was a massive reactor, inside of it a spinning crystalline structure that appeared to be made into the shape of… a heart? Yes, it was definitely a heart, but it was… cracked. It looked sickly, pulsing and glowing an unhealthy glow.

“That’s not creepy at all,” Heartshine said. “A crystal heart? What kind of sense does that make?”

“It’s probably important, otherwise why would it be here?” I said aloud. “Not important to our mission, however. Fan out. We need to find the way back up to the throne room.”

“Alright. Hopefully we’re not too late,” Heartshine replied before stalking off.

I grimaced. Hopefully you’re right, I thought to myself as I made my way across the floor of the room. Something had happened here. A fight. Burn marks scored the walls and there were pieces of the grated metal missing in some places. I glanced around, looking for some way out, finally resting on a hallway leading out and away from this place.

“Over here,” I said aloud. No response. “Shine? You hear me?”

“Starry? You’d better come here,” I heard her reply. Heartshine’s voice sounded… unsure… cracked… scared.

I turned and walked towards the sound of her voice, around the side of the circular column. As Heartshine came into view I very quickly ascertained the source of her uncertainty and fear. Laying not far from each other were two forms. My eyes widened as I jumped to uncertain conclusions, the face of my mother jumping to the forefront, and Gideon’s words about her.

As I got closer, I realized it wasn’t Mom… but it was equally as bad. Velvet Kiss lay still on the grated flooring, a gaping wound in her side. She’d reverted to her natural form, but I knew it was her. Laying not far was an alicorn, a ghoul. Flurry Heart. Several holes dotted her neck and head, her blood oozing and puddling below her in a pool of rotten ichor.

“Velvet,” I said shakily. “What… what happened?”

“I don’t know, but I found them like this. They were just… left here,” Heartshine said.

I lowered myself next to Velvet, sighing deeply as I pulled her eyes closed. I thought I’d lost her once before, and when I realized she was alive… It was too much to bear now that it was happening again. I closed my eyes and shed tears, feeling like this whole journey had done nothing but destroy my friends. All for what, really? I didn’t know what, but it was not worth it all.

“I’m sorry,” Heartshine said, placing a hoof on my shoulder. “I wish there was something I could do.”

I opened my eyes. “The only thing we can do is get to the others. If they’re not here it means they were captured. We need to get to Cadance’s throne room,” I said with fierce determination. “Gideon? Are you there?”

“I am… here. You are correct in your assumption, Starry. The rest of your friends were captured by the Queen and her guards. She has asked me to locate you and tell you that if you do not show yourself, she will execute all of them,” Gideon replied.

I growled under my breath. There was only one way this was going to end it seemed. It was going to have to end with Cadance. I stood, motioning for Heartshine to follow me. There would be no use in trying to take Velvet with us. I would have to hope I could come back for her, but something deep inside my gut told me that wasn’t happening.

“I found a hallway that may lead to the elevator,” I said as we walked. “Seemed to be the only way out of this place. Gideon? Can you confirm?”

“The elevator is just around the corner of the hallway,” Gideon said. “Starry… I am… sorry about your friend.”

I blinked. “I… I am too,” I said. “Thank you, Gideon.”

We moved to the hallway, quickly finding the path to the elevator. I scowled, pushing the button and stepping on. Heartshine stepped quietly next to me. The elevator began its soft hum, ascending towards the top of the palace spire.

“So… what’s the plan?” Heartshine asked.

“Try to free the others… get out before Gideon has control of the entire system. Go from there,” I said aloud. “As far as dealing with Cadance is concerned… she’s mine. I’m going to stop all of this.”

“Are you sure you can? Even with Gideon in control of the weapons array… Cadance is an alicorn. She’s much stronger than you are,” Heartshine said.

“I know. I have… well, I have an idea,” I said as the elevator hummed to a stop. “And now… we get to see if that idea works.”

The elevator opened and we stepped into the empty hallway. There were no guards here. Cadance didn’t need any. Outside it seemed that chaos still reigned as Gideon’s attacks on the palace persisted. I could feel the thumping of explosions upon crystal. I could hear the deaths of the guards as they struggled to regain control.

We moved forward, single-minded and ready to face what would come next. The throne room loomed ahead of us, waiting for our arrival. I pushed open the door and we stepped inside, immediately setting our gaze upon the Queen of the Empire sitting upon her dais. Hanging in the air above her were several other ponies. I could make out the form of my brother, mother, and friends inside of it, unconscious but appearing alive. Cadance had yet to notice our presence. There were no guards here either. Had she seriously considered that she was so powerful she didn’t need any? The alicorn was turned, looking over the city while appearing that she was speaking to someone.

“This is my city! My Empire! Return control of the system to me at once! Equestria will pay for its crimes!” she snarled.

“I am sorry. I cannot perform that function,” Gideon calmly replied.

Cadance snarled loudly and slammed a hoof onto the console next to her throne room. Her eyes turned towards us, smoldering and full of hate. She stood, fully acknowledging our presence.

“So… you think you are smart, turning my own city against me. Allowing this thing to have control,” she said.

“Better than you having control over the weapons,” I spat. “Now, you can’t destroy Equestria. You failed, Cadance.”

“That is not my name!” Cadance shrieked angrily. “You do not understand the pain that Equestria put myself and my people through! How they abandoned us when we needed them most! We survived to save this world, to remake it in our own image!”

I scowled. “Heartshine,” I muttered. “Get the others the instant things start going down. I want them out of here, especially my mother. Do you understand?”

The other mare nodded calmly, dropping back to stay quiet behind me as I stepped forward to meet Cadance’s gaze.

“You’re wrong, Cadance. You were given a chance. A chance to save Equestria by providing your light and love. A chance to heal a world. Starlight Glimmer wanted you to have that chance, because she saw what was going to happen,” I challenged. “She saw the end of Equestria. The war, the megaspells.”

“More lies from an Equestrian! You will speak no further! I will make you give control of my city back to me, and then I will execute your friends for the murder of my daughter!” Cadance shouted. “And then you will watch as I cleanse Equestria of its disease, bringing forth a new age of prosperity!”

I scowled. There was nothing I could say that could get through to her now. Cadance was focused, immensely on the death of Flurry Heart and cleansing the world. Starlight Glimmer… she had failed. I sighed. There was only going to be one way out of this, and it was going to be through Dusk’s actions. Once Gideon was in control of the weapons array, then I only had to hope that Heartshine could get the others away in time while I kept Cadance occupied.

“Fine, no more talk,” I said, igniting my horn. A blast of fire erupted from it, arcing across the throne room at the alicorn.

Her red eyes widening, Cadance ignited her own horn and quickly sent out a blast of magic that dissipated my own. She followed it up with a bolt of pinkish-purple magic, searing into the wall next to where I’d been. I jumped to the side, narrowly missing it as Heartshine flew upwards and out of the way towards the cage. She landed on it, quickly working to disengage the lock.

Cadance’s eyes drifted upward and she prepared to fire upon the pegasus. I growled loudly and fired off a quick set of magical energy bolts that struck her on the neck, forcing her attention back on me. The alicorn lunged forward, striking the crystalline floor with her full force, cracking it and sending me back against the wall. I stumbled as I pushed to my hooves. There was no way I’d be able to keep this up for very long and I knew it. Cadance was a million times more powerful than I was. I was merely a gnat, and she was the hoof that swatted it.

I just had to be a truly annoying gnat. I grinned, moving to the side to fire off another set of bolts to keep her attention. Above us, Heartshine had managed to awaken Lilith, and the two pegasi were ferrying out the rest of the group. I shared a knowing look with Heartshine before the group disappeared, leaving only Cadance and I.

“It’s over, Cadance! Soon, Gideon will have control over the weapons array, and she will use the megaspell batteries to power another time spell. We’re going to send you back to where you came from, and you’ll never return to the timeline ever again,” I said confidently. “Dusk and I made sure of that!”

“Do you think you can beat an entire Empire! My guards will be on your friends with orders to shoot to kill within moments. You will sacrifice them to stop us?” Cadance cackled wildly. “I will not be denied my vengeance, Starry Night! I will have Equestria!”

The alicorn lifted into the air and soared towards me, striking me with full force as we went through the crystal window and out onto the balcony beyond. I grunted with pain as I struggled to move. Pieces of crystal embedded in my legs. I could barely move. Cadance stood tall, proud, fierce. Her eyes were maniacal.

“You have lost! Your friends will die. You will die. Your entire world will die! You see, Starry Night… I have a backup plan. Should the megaspell weapons array fail to function… my skiffs will deliver the weapons manually. They’re already being loaded upon them as we speak!” the alicorn crowed. “I have won! My vengeance will be sated, and I will not be stopped by a mere child!”

“Excuse me, but that’s my ‘mere’ child,” I heard a voice say as a gunshot blared across the balcony, striking Cadance in one of her outstretched wings.

Cadance stumbled backwards as the source of the voice appeared. My eyes widened. Mom?! I frantically thought as Patch stepped onto the balcony, her rifle poised and ready. She fired again, and again, each time striking Cadance in a vital area. The alicorn snarled as she was caught offguard, her horn igniting to create a shield to stop the bullets.

“Enough!” she roared, sending a blast of magic towards my mother.

“Mom!” I shouted as I tried to muster my own magic.

I was too weak. I couldn’t summon much more than a burst of sparks as the telekinetic blast hit my mother full force. The green mare went soaring, striking the wall with a sickening cracking noise. For a brief moment, she lay unmoving. My eyes watered with tears as I feared the worst. And then suddenly, Mom was pushing herself up into a sitting position.

“Starry, listen to me!” she called out. “I need you to do something very important! Remember the tales I told you as a foal! Remember what your godmother did! This is very important!”

I blinked, struggling to recall exactly what she was talking about. Instead, I shouted back. “No! You need to get out of here! She’s going to kill you!”

“Oh yes… I am going to kill both of you,” Cadance interrupted, stepping in between us. Her horn blazed with magic. “She killed my daughter, so it’s only fitting that I take hers first before killing her.”

Cadance moved towards me, the fire in her eyes burning deep as she stood over me triumphantly. I wracked my brain, puzzled by my mother’s words. Remember what my godmother did? Was she talking about Star? What did Star do? I couldn’t place a hoof on it at all!

Cadance stood directly over me now, her magic blazing as she prepared to unleash it. I couldn’t move, I couldn’t think. There was no doubt about it. I was going to die unless I did something. If there was only some way I could make Cadance see what she was doing was wrong! If there was some way I could make her remember, perhaps the damage could be reversed!

My eyes widened. Of course… the memory orb! Star performed all sorts of memory spells, but I still have Starlight’s memory orb to fall back on! I thought frantically. Except… I didn’t exactly have the orb. It was still… inside the throne room. I focused on it, the magical signature of the object. That familiar signature that belonged to Starlight Glimmer, and I called to it. The orb appeared out of nowhere just as Cadance unleashed a bolt of magic, striking the orb first. The orb activated, taking over as the mare slumped over in the throes of the past. Her eyes glazed over as the orb’s connection kept her tuned to the memory. Would it be enough? I wasn’t sure, but it would have to be good enough for me to get Mom out of this.

I heard my mother cough. I struggled to move, pulling myself along the ground towards her. My legs burned with pain, the crystal pieces inside grinding my muscles as I made my way to her side. Blood poured from an open wound, a massive piece of crystal having punched through my mother’s shoulder. Her good eye rested upon me, a smile forming on her face.

“I got to see… to see you one more time before the end,” she said. “You did it, Starry. You remembered.”

“The end? No… no Mom. It’s not the end. We have to get out of here. We have to get to the others,” I said. “It’s going to be fine. I found the Heartmender, Mom. She can save you.”

“No… she can’t. She confirmed as much to me already before I came back. Starry… I was… I was wrong to hide my condition from you. You and your brother… you’ve always meant everything to me,” Patch said before taking a moment to cough. Blood appeared on her hoof. She took a deep breath before continuing. “But you and I both know there was no fixing this. Heartmender or not.”

“Then… then why send us out to find her?” I asked.

“Hope? I hoped that maybe… maybe you would be able to find a way to stop this, that I could spend a little more time with you both. But now… now I see that I really just wanted time that I never had,” Patch said, her voice strained. “I wish we could have had more time together. Your… your father would have liked that I think.”

“I… I know. I met him,” I said. “Well… sort of. In my mind. It’s a long story.”

“I’m sure that I’ll have plenty of time to hear it from his side of things,” Patch said with a smile. “But you need to get out of here. If you’re right and Dusk is going to have control of the system soon… you can’t be here when that megaspell goes off.”

“But I… I can’t leave you,” I said, tears forming in my eyes. “I just found you again. We have to get you somewhere safe.”

“Starry. I’m already right where I wanted to be. Don’t worry about me. I’ve accepted my fate. I can feel it already,” she said. “I’m weak. I only had enough in me to help you. The rest is up to you and your brother.”

“But…”

“No buts,” Patch said. “It’s time for your turn to be the hero. To be a legend. The savior who stopped the Crystal Empire. It has a nice catchy ring to it, doesn’t it? Your god-mom is gonna be so jealous.”

“I…” I couldn’t say anything. I reached in and embraced my mother tightly, causing her to cough again but she didn’t seem to care as she pulled me closely. I cried deeply as I held her close. I didn’t ever want to let go.

“I know. I know… I love…” Patch started to say before she coughed again. Her body began to spasm underneath my embrace. With a quick shudder she fell still.

I pulled back, my eyes widening as my mother’s head slumped to the side. There was no mistaking it. She was… she was gone. I wept, solemnly as I pushed myself to my hooves. I could barely walk, but I had to, for her sake. I had to get out of here. I glanced over at Cadance. The ghoul alicorn appeared to be stirring. Her breathing was laborious. She stood and glared at me.

“Star… Starlight… she…” the alicorn started to say. “She…”

“You saw the truth,” I said calmly, wiping my tears. “You saw what she did. How she knew. Why she did it.”

Cadance’s red eyes burned as she nodded quietly. “Everything about this war took and took from me, and nopony ever gave back… except for her. She was my friend, somepony that I trusted more than anything. And everything she did, she did with compassion… with love. For me. For my people. For… for Equestria,” she said. “I understand now what she wanted, and what I can never give her. I failed her.”

“She wanted you to be better. She wanted all of this to be better,” I said, motioning at the chaos of the city below. “All she ever wanted was for you to make Equestria a better place.”

“The radiation. The megaspells contained within this place. It all… warped things. Warped our minds. We believed we were escaping Equestria, but really… we escaped nothing. We lost ourselves to it. I lose my… my daughter to it. My trusted advisor, Sunburst. My friend, Starlight Glimmer. I lost myself to it,” Cadance said, standing next to the balcony railing as she looked down upon the city. “I have only myself to blame. I cannot become what Starlight wanted. But… perhaps you can.”

Cadance’s horn glowed softly, her magic taking hold of my legs as it purged the crystals from it. I felt my legs grow in strength and I could walk much easier again. Still, a sharp stabbing pain jabbed at me as I stood.

“That’s as much as I have I fear,” Cadance said before I could reply. “I can feel my mind slipping away, Starry Night. I urge you to leave this place before that happens. I do not know what I will do when my mind gives way to feralism. I will prevent the skiffs with the megaspell batteries loaded from leaving the city. The shields surrounding it will stop them, but will permit you to leave in peace.”

“I… Thank you,” I said. I turned to the body of my mother, lifting it carefully in my magic and resting it upon my back. “Gideon?”

“I’m here, Starry Night. I will stay with her until the end,” Gideon replied. “It’s what Starlight would have done.”

“Good,” I said before starting to make my way out of the palace. I grunted as I made my way, bringing up my PipBuck to try and find my friends. I quickly located them at one of the skiff launching pads. I pulled up my PipBuck’s broadcasting functionality.

“Dusk? Are you there? What’s our status?” I called out. “I’m headed to get the others out of here.”

“The power array is completed, but there’s only one hitch, Starry. Somepony has to stay and activate the time megaspell. Gideon can’t do it on her own. She’s not a unicorn after all,” Dusk’s voice replied calmly.

My eyes widened. “Dusk… what are you saying?” I said.

“I’m saying… that this is goodbye. You have to go. Your generation… well it’s much more important that you survive and not an old fuddy duddy like me who’s spent too much time trying to fix time when time didn’t need fixing,” Dusk replied. “Get out of here, and I will activate the time construct. Gideon and I have discussed this, and it’s the only way.”

“But… Dusk…” I said as I continued walking.

“No worries on my end, Starry. I did what I did because I thought I could make a positive change in the world… and thanks to you… I did,” Dusk said. “I saw what happened with Cadance through Gideon. I’m… I’m sorry about your mother. She was… nice.”

I glanced back at Mom, closing my eyes to suppress a tear. “She was everything,” I said. “And now… now she’s with Dad.”

“As it should be. Now get out of here, before the shit really hits the fan,” Dusk said. “Get out, and go live the rest of your life. You deserve it. And… don’t ever play with time. It never turns out well. May the Goddess be with you, always.”

I nodded, the tears bursting out regardless. I hadn’t known Dusk all that long, but he had been a part of this for a long time. I was… I was going to miss him in a sense. I kept moving, fighting through the tears until I found the balcony I was looking for. I strode out onto it, as Lightning met me. His eyes found Mom’s body and he dropped to his hooves, embracing me with all of his might. I embraced him back before telling him what Dusk had said. He nodded, assisting me with Mom until we got her onto the skiff.

Coconut fired up the device and it took off, heading away from the palace towards the northern ridge. The energy shield around the city seemed to do nothing as we passed through. The skiff landed on the ridge as the city itself seemed to envelop in a bright white light. The light grew until it covered everything.

I stood upon the ridge and watched as the Crystal Empire disappeared forever.

Author's Notes:

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