Back on the CHS Shadowbolt, everyone was slowly recovering from the battle that had just occurred. Everyone was down in the medical ward and a few of them were getting patched up from their wounds. Sugarcoat sat on a bed while bandages were being wrapped around the bottom of her left leg, just above her foot. Rarity had a full on bandage to set her right foot back into position after she twisted it, and Sunny was getting a bandage wrapped around the top of her head after hitting it against some of the walls of the cavern during their escape. As they were getting patched up, Indigo was checking the computer for their vitals which all read to be okay and healthy. But she checked a screen for Twilight's vitals which were all high on normal.

"Hey, guys check it out. Twilight's still alive. Her vitals are all alive, she's healthy and okay!" Indigo said with still a state of panic.

"Then we're going back for her." Tox replied.

"What!?"

"I'm not leaving anyone behind!"

"Forget that I'm not going back in that hive with those monsters!"

"Its not right to leave them behind!"

"Toxigo!" Indigo then got right up in Tox's face and unleashed a major amount of anger and distress. "Think about it, we got our butts handed to us, we just lost Lemon and Sour, and those bugs have an entire army on their side! You are trying to win a war that you have no chance of winning!"

"This isn't the Friendship Games, Indy!" Tox yelled.

Silence filled the room, and both Indigo and Tox stood glaring angry faces with each other with clenched fists. Nostrils were flared, expressions were angered, and everyone was wondering if they were going to fight each other.

"This... isn't... the Friendship Games. This isn't like you simply beating them at a game. This, is not a game. The fate of our entire world depends on us, and we have to save it."

"Oh my god, you sound just like Cinch saying the games depend on her! Do you not see that you have no way to win this!?"

"INDIGO BLARING ZAP! Do you not know I am aware of this!? I am fully aware of the situation at hand, I know we've lost some people, but we just gained more as well! And Sour sacrificed herself to save me, to keep me alive and going. I'm not letting her go down in vain. Right now, the fate of our entire world depends on me, its my fault for getting our friends into that position to begin with, and I am going to fix it by finishing off that Queen, once and for all. And if you don't believe we have a chance of survival.... Then I suggest you get off my ship, and go back, to Earth. You can simply go into my room and enter through the mirror. I have it locked onto the Wondercolt statue. If you want to avenge them, then I suggest you shut, up. If you want to leave, then get out of my sight. I don't need any whiners on my ship, and I certainly don't need anchors to drag me down."

Tox immediately left the ward in anger, and slammed the door hard. Almost everyone exchanged faces with each other, and all had their own thoughts and concerns on their argument. Indigo during all of this, decided to quit.

"Well I'm going. I'm not gonna stay around while she obliterates more of us. Come on Sugar, Sunny, we're getting out of here."

Indigo started to make her way towards the door, but she turned to see Sugarcoat and Sunny hadn't moved from their original positions, except for them both standing side by side, shoulder to shoulder, and both had their arms crossed and neither one of them looked happy. But Sugarcoat almost lost her position when standing as she tried moving forward, but Sunny moved quick enough to save her fall. So it ended up being that Sugarcoat held an arm on Sunny's shoulders for support and Sunny wrapped an arm around her stomach to help keep her standing.

"Well?" Indigo asked.

"I'm not going anywhere. Not when something this bad is going on. We can't just walk away from this." Sugarcoat bluntly said.

"I'm afraid I have to agree with Sugar. While I am sad that we had lost poor Sour and Lemon, we cannot just keep focusing on what we lost. We must keep moving forward and help them win this battle. Its what they would want us to do. If you keep focusing on what you left behind, you'll never see what lies ahead." Sunny replied.

Indigo didn't know how to respond to what they had said, but she knew she couldn't force them to go with her. "Fine. Stay here and let them kill you. But don't come to me if some of you perish in the fight." Indigo left the ward, and they never saw her again. Supposedly going through the portal back to Earth. Sugar and Sunny however were less than happy to see Indigo leave them all alone. Sugar however couldn't keep it in, thinking about what had happened to Sour or Lemon. It got the other girls attention to hear her.

"Sugar? Are you okay?" Applejack asked easing a bit, waiting for a blunt response.

"*sniff* No..."

The girls were surprised to hear that tone from Sugarcoat. None of them in their lives had heard any form of emotion from her other than just being blunt with people.

"I guess it just hit me thinking... Lemon and Sour are dead... and we're never seeing them again!" Sugar then sobbed at what had happened and Applejack came over holding Sugar in a tight embrace letting her cry on her shoulder.

"Wow, I never took you for having these kind of feelings." Sunset said.

"T-that's because I never wanted people...I.. I'm like that. I wanted everyone to think I'm just blunt and nothing else."

"But you're more than that Sugar. I know you're not blunt, you've got feelings like everyone else."

"No... feelings make me weak. Just like how we all thought about Canterlot High..."

"Sugar, no." Applejack then faced Sugarcoat in the eye. "Feelings don't make you weak. It shows you have a heart like everyone else. And its not your fault for losing them. I personally can assure we won't let them go out like that."

Sugar then wiped a tear from her eye, and Applejack held her again, and Sunny Flare and Rarity joined in as well. And as they hugged in an attempt to stay calm, Sunset turned her attention to the computer Indigo was facing and could see Twilight's vitals were perfectly healthy and okay. "Indigo's right. She's okay."

"Well shouldn't we go in and get her out?" Rainbow asked.

"As much as I hate to say it, she's right. There are too many of them in there, and if we barge in now they'll probably take us all out. But we're not giving up. We just have to keep on going."

A few of them gave nods and some gestures showing they were on board with her idea, and then Sunset turned her attention towards Princess Twilight. "Twilight, I... I am so sorry. You alright?"

Twilight wiped away a tear trying to stay calm and cool. "I'll be alright. I have hopes that they'll be okay. I know they can't be dead."

"Well duh! Obviously the plot wouldn't demand for them to be dead because this is a rated PG!" Human Pinkie jumped out of nowhere with a grin.

"Um... what exactly is she saying, dearie?" Sunny asked.

"Its Pinkie Pie, don't question it." Rainbow finished.

Later that night, everyone finally had head to bed. Toxigo however couldn't sleep just thinking about the events that had happened. He tossed, turned, grinned his teeth, placed the pillows in between his legs, took his socks off, but nothing helped.

An hour or so passed, and he still couldn't sleep. So he got his clothes back up and he went onto the main deck and hung onto the railing. Looking down he could see they were hovering over Ponyville where the only things that could be seen were the houses and the street lamps shining on the cobblestone and rocky paths.

All through the 10 minutes he stood watching Ponyville from an above height, he drank from his cup of marshmallow and hot chocolate. But he didn't keep his focus on it when suddenly he heard some hoofsteps walking right behind him.

"What do you want Twilight?"

"I am not Twilight, young one."

Tox turned his head to see the mare he was talking to wasn't Twilight at all. But instead this was Princess Luna, formerly Nightmare Moon, and Princess Celestia's sister.

"Oh, uh, Princess Luna. Nice to meet you. What are you doing here?"

"My sister sent a message to me explaining the condition of the situation you had been placed in. I apologize for not arriving sooner."

"Oh no that's fine, we just lost more people I'm sure that will be easily forgiven." Tox said with a hint of sarcasm. Luna's face showed she wasn't happy with his response, and Tox took a note of it.

"*sigh*, I'm sorry. I shouldn't be giving you attitude, I've just had a stressful day."

"Why is that so?" Luna asked now relaxed and less angry.

"Well first, I don't know what to do about trying to stop an angry, energized, and powerful Queen from taking over all of Equestria. Two, its my fault for her getting that power to begin with. Three, we just lost several of our best friends who may or may not have been killed, and one of them just quit on me. Four, I have been stressed out every day since I hung out with Sunset and her friends because I just lied to their faces about who I am. I lied to Sunset, I lied to Pinkie, Rainbow, Applejack, Twilight, EVERYONE! And now I believe they're not gonna be friends with me because I didn't tell them everything about me out of spite thinking they would never be my friends to begin with! Dagh..."

Tox cover his face trying to hide his tears, but suddenly felt someone holding him in a hug. Tox's eye opened to see the back of someone's hair which was bacon-like. Instantly he knew it was Sunset Shimmer holding him, and Tox wrapped his arms around her exchanging the hug back.

"Um... how long did you hear all of that?"

"I heard everything Tox. And I'm not gonna stop being friends with you because you didn't tell us everything. If it was something really personal I would understand." Sunset said facing him in the eye.

"*sigh*, well, I have to be honest. There's something else about me that I didn't tell you. And I think its time I told the truth about where I am from." Tox replied while wiping a tear away.

"What do you mean?"

"I told you I came from here, but I didn't say where I came from though."

"Okay, well where did you come from?"

"That's the other thing. The place sadly no longer exists, but I believe I can show you if we simply either go into my mind, or we can go back in time to where those events unfolded."

"I'd much rather see how those events unfolded, but I don't see how that is possible." Luna replied.

"I have an idea. I can cast a spell that will allow us to see the events, and we can just move through like ghosts that way we don't alter anything."

"That's great and all but shouldn't we get the others up for this?"

"Well not everyone, just simply you, Twilight, Pinkie, Fluttershy, Rarity, Applejack, Rainbow, and myself."

"Alright, I'll go wake them up." With that, Sunset walked down to the lower decks to get them up.

Once everyone was up, they sat inside a circle, holding hands with one another. following which Celestia and Luna fired off energy from their horns and the energy engulfed them all inside the circle. Once they woke up, they looked to see that they weren't inside the ship, but instead were sitting on the dirt in a village. The houses were all made of stone and brick, each one had their own little gardens, the doors were made of wood, they had little torch holders on the sides of the doors.

The gazing at the houses stopped once they hear the laughter of children, or foals in this case. They turned their attention and what they saw made Twilight and Sunset gasp. The foals that were playing, were all alicorns. And once their heads turned they saw even more alicorns around them, and they were all talking among one another.

"They're.... they're.... alicorns!?" Twilight squeed.

"They are, in fact. This is Alicorea, Kingdom of the Alicorns. Alas, only 6 Alicorns remain. Three of which I've seen in my eyes, two lying in the Crystal Empire, and one which has been with you the entire time."

Sunset had no idea what he was talking about. "Wait, what do you mean one that has.... Wait. You... You're an..."

Tox faced her and gave her a nod. Soon the images around them transitioned to a house environment, and everyone took a seat in the chairs.

"Do not worry, you won't be affected and you won't affect any of them around you. They'll just go through you like a ghost. But if my watch is correct, I should be coming down the stairs soon...."

At that moment, everyone's eyes turned to a somewhat younger version of Tox, only he was an alicorn. His appearance this time shown was black and green spiked hair pulled slicked back, a bio-hazard symbol for a cutie mark, and he had no artificial limbs whatsoever. Plus he had no eye-patch, so he was able to see with both eyes.

The young Tox then trotted over to the living room, and then two shadowy figures which were all pitch black and unidentifiable entered the living room as well.

"Those two that are there are supposed to be my parents, but I have lost all memory as to who they are. But now that you have seen what I look like, let me show you as to why I kept running and running."

Suddenly the surroundings changed again only what they saw around them was utter chaos. Houses were destroyed, shrieks were echoing, and millions of explosions, lasers, and yells occurred. Eventually they got another look and saw Queen Chrysalis and her changeling army fighting against the alicorns. And during the fight, they could see the young Tox, younger Celestia, and younger Luna fleeing from the fight. Soon they heard Tox speaking, only here, he started singing.

I see a life flashing, speeding blur

I see days neither fun nor free

I see a future caused by her....

This should not be meant to be

Our city was filled with magic

Many masters, came to rise....

But my days ahead came dark and tragic

No time for hope when all hope dies...

The Queen's changelings came right after me...

All they wanted was my powerful jewel...

But my acid blood hit right to her knees....

We all engaged in a final duel....

Soon they all watched a battle going on between King Sombra and Queen Chrysalis vs Princess Celestia, Princess Luna, and young Toxigo

She became stripped of her title...

Now no longer, an alicorn...

But the item I had held became vital

I held my own and a hate became born...

The images changed to watch as Toxigo began running in a snow-like environment. Eventually he came to step into a cave, and he froze himself into  a giant wall of ice.

I froze myself in an ice prison

There I stayed my same young age...

But a burning fire had finally risen

I was freed right from my cage

Soon they watched as he was being freed from his ice prison by some ponies setting fire near it to melt it.

Locked in over a long thousand years...

Explanation, came arranged

But the entity came back and rose my fears

No time to plan when all has changed

Whatever I had been

Having no one here to care

Because of Queen Chrysalis

All I am is an endless nightmare

After a bright flash of white, they all saw they were now over in the human world, during the same time that Sunset Shimmer reigned. Their eyes turned to face Tox, and all stayed in silence after learning everything about him.

"Um, not to sound rude, but I don't quite understand what happened." Applejack asked.

"Easy! Tox lived in an Alicorn village but soon was taken over by Queen Chrysalis and her army of forming changelings to try and gain total world domination but Celestia and Luna fought off the Queen winning victoriously while Tox kept on running which resulted in him freezing himself for a thousand years where he was freed from his prison, and then came charging out of the area without any questions and ran into the portal in the Crystal Empire where he ended up in our world and suffered a terrible life of abuse from Crystal Prep students and then ended up here with all of us!" Pinkie exclaimed then catching her breath.

"Basically, yes." Tox replied. "And that led me to come over to the human world where I suffered even more years of a living Tartarus."

The images around them showed flashbacks of Tox's past with Crystal Prep, but what they saw right now was Tox unconsious, with his body almost spread to the road.

"Oh no. I remember this flashback. We better skip to the next one."

"Aw, come on! How bad can it be?" Pinkie asked.

Suddenly a car's engine revved up and a lights blared on.

"Pinkie there is imagery that will be shown that you don't want to see!"

The car then sped up heading right for Tox, and everyone knew what was going to happen.

"Change the flashback, change the flashback!" Rarity yelled.

The images then changed again this time showing the battle between the Rainbooms and the Sirens during the Battle of the Bands. They saw Tox watching from behind the hill, and they saw bandages wrapped around his ears.

"Oh I remember this, this was when you all fought the Sirens at the Battle of the Bands. I remember, you almost got taken down but at the last moment, Look Out! Sunset Shimmer has risen!" Tox dramatically said.

"How come you have bandages wrapped around your ears? Its like they aren't even... Oh. Wait, never mind," Applejack realized what had happened in that time.

The surroundings changed again this time over at the Friendship Games, where they looked at what was going on with Twilight and Crystal Prep.

"I know I'm asking you to beat a team that isn't playing fair, but Canterlot High must understand that even with magic at their disposal beating Crystal Prep is simply, not, an option." Cinch said.

"Yeah nor is blackmailing your student you moron." Tox snarled.

"Tox, why are we over at the Friendship Games flashback?" Rarity asked.

"Oh I wanted to see the look on the Princess Twilight's when she sees what Crystal Prep did. Okay, okay, so that's not the reason, I wanted you all to see what had happened to me when you girls went to cool off with Twilight."

Toxigo sped up the flashback a bit to get straight to the point. After declaring everyone a winner, the girls walked inside the school while everyone else began conversations with each other. Tox during all of this, having one eye, and looking as ruffled up and beat up as he always did, had a look of anger on his face. They watched as the past Tox walked right up to Neon Lights who didn't see him, and punched him right across the face, forcing him to land on the ground, attracting attention.

"What the heck man!?"

"That's for constantly abusing me, and for that little stunt you pulled against Twilight."

"We didn't pull any stunt on her! Maybe we should pull one out on you!"

Tox smirked deviously after hearing that. "I'd like to see you try to two-timing cheater. And try to take me down when I've got this." His arm then transformed into its two barrelled weapon at Neon, and everyone backed up in fear. "I'm not going to be fighting you Neon, but I will say this, you done messed up. I will be leaving now, and you all need to think about what you've done today. The Friendship Games aren't about proving who's superior, but clearly you're too corrupted to even realize it."

Tox then ran away from Canterlot, down to the right side of the school on the sidewalk, and never came back. The girls then looked at the now present Tox who looked upset at what he had seen.

"Looking back, I shouldn't have stooped to his level and tried to hurt him. And looking at everything I just showed you, now I'm starting to think Indigo's right. Every situation that I've shown you all I ran away from it, and I never had the guts to try and fight back. Maybe its best that you all should fight them without me."

Everyone's eyes opened to see them still sitting together in the circle where they all saw the past, and they got up to talk for real.

"Okay, Tox, look I know you've been afraid of everything that's happened around you, but that's all in the past. In the past few weeks we've seen you do things you haven't done before. You revealed who you are, you defended us, you worked with us, all you've done is help us in our times of need. I know you've changed, and you know it too. But we can't do this without you, we all need you.... and... I need you."

Tox froze in place after hearing what Sunset had spoken. No one had ever said that to him in his entire life. He turned his head to face her and asked, "You... you need me?"

"Yes I do. Ever since we've all met you, you've been really helpful to us, and you've always came in our time of need."

"You helped pull some of our classmates away from death.-" Came from Rainbow Dash.

"You pulled through for us at that Friendship Games rematch--" Said Applejack.

"Not to mention you coming in to save us from that wretched Queen." Rarity finished.

"And you're just super-duper amazing!" Pinkie finished.

Tox gave a smile to the girls, which lightening their faces to see him still with them.

"Alright, you're right. I came through for you girls, and I'm not going to stop here. We're gonna work together, we're gonna kick butt, chew bubblegum, and take names!"

The girls all cheered in victory.

"Okay, you all better get some sleep. Tomorrow, we prepare some new forms of equipment to counteract against the Queen. And I have just the ideas on how to fight them...."