Just as Shining Armor had predicted, Thorax was suffering from horrific nightmares as a result of his encounter with Zesty. He had been waking up in terror on nights before, but after the encounter with Zesty, Thorax had been getting much worse.

Originally the nightmares were about other changelings being tortured and killed, Ocellus being the most common. Now Thorax had been having nightmares about his killing of Zesty. Some involved a Zombie-like Zesty rising from the ground, and dragging him under. Other times he was butchered by a mob of angry ponies welding pitchforks and torches.

Luna and Shining had stuck with him each night to try and make the pain go away, yet thier efforts yielded less than desirable results.

Twilight had heard about Thoraxes incident the morning after, and felt very bad that it was Thorax who had to put Zesty down. Everycreature knew that Thorax was one of the nicest beings anyone could know, and for him to be in a predicament where he had to take someone's life so that he could be safe was traumatizing.

Even Rainbow Dash, who normally wasn't bothered by high levels of violence, felt bad for him. She was in the briefing room with both Shining Armor and Twilight, discussing thier next move when it was bought up.

"It's truly horrible what Thorax had to go through..." Twilight stated.

"Yeah. I would've been fine with putting Zesty down, but Thorax is not the kind of creature who should have to take a life." Stated Rainbow dash. "I sure wish one of us was there to stop them."

Twilight then bought up a question.

"Speaking of which, how did Zesty get loose to begin with?"

"I honestly don't know." Shining stated. "This place doesn't have any sort of prison cell, plus we don't have much that we can use to hold anypony captive, perhaps she found a way to escape the makeshift bonds we put on her."

It was a likely scenario, even if a bit vague.

"Well we were able to get some information out of Zesty before she was killed. And it's actually about Pinkie pie."

Rainbow jumped at that statement. "Do you know where she is??" Rainbow exclaimed with excitement.

"As a matter of fact we do." Shining said, prompting Dash to do a small victory pose with her forehoof.

"It looks like Pinkie is being held west of here, near her family's rock farm, at least, that's what it used to be."

"What is it now?" Twilight asked.

"A mining settlement, where slaves are forced to mine for ore in the caverns and tunnels."

It seamed as if everyday, Twilight was hearing about more and more horrific things that were happening in new Equestria.

"So when do we head out?" Rainbow dash asked. "I'm ready to take down these NEM tyrants!"

Shining Armor pit his hoof on Dashes shoulder.

"Patience. Two out of the six elements have already gotten escaped, you being one of them. Neighsay has likely noticed this, and is working extra hard to make sure the remaining four aren't freed."

Dash pouted. She didn't want to stay behind while Twilight and her brother did all the dirty work.

"You're more than welcome to come Dash. I'm sure that Pinkie will be more than happy to see you when she's out of whatever nightmare the ENA has her in." Stated her alicorn friend.

Dash perked up and smiled in excitement. "Just don't do anything drastic that will give us away." Dash nodded, reluctantly, in agreement.

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Twilight was sitting in the back of the auto carriage next to Rainbow dash, who was looking out the window, disgusted by how much things have changed.

"Twilight?" Shining asked. "What exactly happened back at the rig where Rainbow dash was held? Did the NEM try to stop you and dash from escaping by destroying the facility?"

Twilight sighed. "Well.... The nightmare that Dash was in made her into a power hungry dictator. And it made me so angry, that I used my dream like abilities to wreak havoc on the dream to distort it. I guess my actions carried out into the real world, causing the facility to suffer critical damage."

Twilight looked down at the floor.

"I already have seen the effects of what would happen if we failed to defeat equestrias greatest foes, seeing Rainbow dash become one of those foes was just too much for me to handle."

Dash put her arm around Twilights shoulder.

"I will never be as evil as Neighsay. Promise."

Twilight looked at Rainbow and smiled.

"I'll be there beside you to make sure nothing goes wrong."

That made Twilight feel relieved. It was good to have an extra pony by her side.

"We here." Shining Armor stated, parking next to a large cliff.

"There is a grate up there that leads into the building. You two can get in that way. But be careful, I'm sure that security is extra tight ever since you two got away."

The two girls flew up to the grate, and Twilight used her magic to pull at it. It was certainly much tighter than the one back at the oil rig, most likely due to erosion by the sea. Eventually, the grate came off, but since the force was so great, it flew out of Twilights control, and fell to the ground below, almost hitting shining armor.

"Hey! Careful!"

"Sorry!" Twilight and Rainbow crawled into the ventilation shaft, and shining took the grate that landed next to him. Making sure that nopony found out what was going on.

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After what felt like hours of vent crawling, Rainbow and Twilight climbed down onto the floor of a long hallway. Twilight had gotten used to the sight of these dark cold corridors, as they all looked the same no matter which building she infiltrated. As she was about to start heading in one direction, Dash pushed her over to the wall on her left.

"Twilight!" Dash whispered.

"We aren't alone!" Twilight looked to the right, and saw what appeared to be some sort of camera.

"Figures. They installed security cameras. No doubt some pony is watching them. As well as the room Pinkie is in."

"But if we can find the room, we can shut off the cameras, as well as find the room that Pinkie is being held in!" Dash claimed as she and Twilight moved away from the camera.

"These places are like mazes though, plus splitting up would make both of us easier targets."

Rainbow dash sighed. "We're going to be here a while aren't we?"

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Back outside, Shining armor waited with the auto carriage. He had driven away from the facility that Twilight and dash were infiltrating, in order to avoid suspicion. The NEM were already on high alert after two of the six elements escaped custody. Staying close to the facility would massively increases the risk of the plan going wrong. The pie family rock farm was within viewing distance from Shinning's location. Curiosity getting the best of him, Shinning took out a pair of binoculars and got a look at the outside. Slaves wearing collars connected to chains were being led down into the mine shafts. Most of them consisting of griffons, dragons, and buffalo, as well as the occasional earth pony. Shinning also saw two NEM officers beating up one earth pony who was on the ground. He was covered in all sorts of bruises and it looked like he was pleading for mercy. Although Shinning couldn't hear the screams or pleas, the echos of suffering he heard from the first days of Neighsays rule rang in his head.

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Shining Armor and Spitfire stood in front of the thrones of Celestia and Luna. Only instead of the two sisters being seated. The head of the EEA was standing before them. The head of the Royal guard and the wonderbolts have both agreed to confront him together after finding out the he was behind the disappearance of so many ponies, primarily those in Equestrias military.

"Chancellor Neighsay! Never would I have thought that you would commit treason against equestria by abducting our rulers! As well as several members of the military!"

Neighsay only glared at the two.

"You think that equestrias royalty actually kept equestria safe?!" Neighsay exclaimed while reaching his hoof out to the side.

"How many times has equestria fallen to outside forces? Discord, Chrysalis, Tierk, The Storm King?!"

Neighsay put extra emphasis on naming the last villain.

"Our military has done nothing to keep our enemies at bay! And you two are supposed to make sure that it does!"

Spitfire grew extra peeved at Neighsays remarks.

"The Wonderbolts train and work very hard to make sure we do our best! Clearly you know nothing about what pegasi like me do for a living!"

Neighsay only scoffed. "Oh please.. The only things I see you wonderbolts do are dances in the sky and flying in circles."

Spitfire wanted to charge and beat him down for that statement, but she maintained professionalism and held herself back.

"Enough already! As head of the royal guard I am placing you under arrest! Now you will come along and confess your crimes, or we will have to drag you out ourselves!"

Neighsay only smirked. "Oh I'm not going anywhere. In fact..."

Without warning, several ponies wearing red armor burst through the doors and windows of the throne room, all carrying strange weapons made from crystal.

"It is you two who are under arrest."

Shinning armor and Spitfire were shocked as to how many troops stood before them. Surely there was no way that many ponies would take Neighsays side.

"We will never surrender to a crook like you! We have many more allies on our side than you think!" Shinning stated, stomping his hoof on the ground.

"Then you shall join them in the dungeons! Seize them!"

Before the guards could catch them, Shinning armor teleported himself and spitfire out on the room and into the hallway. The two ran down the castle corridors only for a line of guards to block their way. Shinning armor fired a magical bolt at them, only for it to bounce off thier armor.

Several pegasi guards flew in a line above them, so Spitfire couldn't fly over them. Shinning then ran into a nearby room, Spitfire following behind. Luckily enough, this was a room Shinning knew well. He put a magical Barrier around the door, and ran into the fireplace.

"Stand next to me spitfire!" The white unicorn commanded.

Spitfire obeyed, and Shinning pressed a stone block that stood out amoung the rest. The floor beneath the two opened, and they fell down the shaft.

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Upon reaching the bottom of the shaft. Shinning Armor and Spitfire found themselves in some sort of cave network. No doubt that these were the Canterlot Caverns that ran underneath the castle.

"I've heard about these caves Shinning, but never before have I stepped hoof in them."

Shinning armor looked around at the bluish grey walls.

"My wife was once imprisoned here, queen chrysalis impersonated her and infiltrated the cities magical barrier on the day of our wedding."

Spitfire came up next to Shinning. "It's a shame that Neighsay is using that as an excuse to overthrow the royal sisters.."

The two walked down the dark caves looking for a way to the outside. If Shinning knew anything about these tunnels, it's that there were multiple ways out into the rest of Canterlot. He was hoping that Neighsay didn't know about them, that way they could easily escape.

"Hey Shinning, you don't think that the rest of Equestria believes Neighsays lies do you? I mean, it's unlikely that Equestrias rulers were captured by outside forces."

Shinning shook his head. "No sensible pony would listen to a lunatic like him. He was already unpopular when he shut down my sisters school, why would everypony suddenly take his side now?"

Spitfire looked up for a moment to collect her thoughts, and then spoke.

"The EEA has a fair amount of ponies on their council, many of which had terrible memories of the storm kings rule. It's likely they used thier experiences, as well as those of equestrias subjects, to justify Neighsay taking power, since the royal sisters and the military failed to do thier job numerous times, and maybe the storm kings invasion was the last straw for some."

It was a more likely explanation. The invasion of the storm kings army was by far the most demoralizing that equestria had endured, especially since at happened during the friendship festival. But even then, the EEA was still hated following the closing of Twilights school, barely anypony would support Neighsay as ruler in the Royal sisters absence.

"Well, he did sound very angry when he mentioned the storm king, you think he did something so terrible to Neighsay that it sent him into a frenzy?"

"I don't know." Spitfire replied. "But we should focus on getting out of here. The sooner we see the sunlight the better."

Shinning Armor began to wonder about the sun. How was it still rising and setting with Celestia absent? But before he could think about it any further, a familiar voice echoed through the caves.

"Ha! Did you honestly think I didn't know about these caverns?"

The two ponies snapped to attention as Neighsays image appeared on the walls around them.

"I had a feeling that you would try to escape through these tunnels, they aren't a well kept secret anymore."

Shining Armor looked around for a possible way out, and Spitfire did the same.

"We are not surrendering! Nopony loyal will ever support you!"

Neighsay only yawned, clearly tired from hearing Shinning's protests.

"I'm getting tired of your objections. Since you obviously refuse to give in, my subjects will have to take you by force!"

With that said, a group of armored ponies appeared in front of the two ponies, who immediately started fleeing.

"Ah boy... Here we go again..." Neighsay commented, as he levitated up a glass of wine to sip.

The one unicorn and Pegasus ran through the caves being cut off by more and more ponies at each turn. Just how many ponies did Neighsay have to spare? If there were this many ponies that were on his side, then something much more sinister had to be at play than simply a corrupt pony overthrowing the government.

The armor on his subjects were nothing that anypony, or any creature for that matter have heard of. After what felt like hours of running, an exit made itself clear. They were almost out of this.

"Shining, wait!" Shining armor turned to face spitfire, who wasn't holding up that much.

"Listen, if we get away, Neighsay will send out every guard he has at his disposal to hunt us down. I.. I'll stay behind here so that you can find Celestia, or any other pony who knows what's going on."

Shining only shook his head in disbelief. Was she serious about sacrificing herself?

"Spitfire you can't! There's no telling what will happen to you!"

"You have much more significance to equestria than I do, and therefore a much better chance at getting aid. Now go!"

Shining didn't object this time. He ran to the caves exit, and looked back as he did. Spitfire turned to face the guards approaching her, ready for whatever they had in store.

As Shining came out into the sunlight, he fell down a cliff and into a lake. Once he surfaced from the fall, he heard a loud wailing scream, accompanied by the sound of electricity.

No doubt that was Spitfire, but was she dead? Or did the guard ponies simply knock her out to take her back. Shining didn't want to think about it, she made sure that he could get away, and stop whatever madness Neighsay was planning.

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Shining Armors mind came back to the present. The flashback seeping back into the vaults of his memory. Spitfire was one of the first ponies that stood by him during these dark times. Yet it was only for a short while, and he still didn't know if she was alive. Shining continued to gaze at the rock farm. He put away the binoculars, so he couldn't see the residents clearly anymore, but they were still there.

"It's not the place it once was, even though it still carries out it's purpose."

Shining armor quickly drew his gun, and pointed it fiercely in the direction of the voice.

"Who's there?!" Standing in front of him was a grey earthpony with a purple straight mane, and a blue outfit.

"Calm down, I'm not a threat to you."

Upon recognizing the pony his barrel was pointed at, Shinning armor lowered his firearm.

"Maud pie? What are you doing out here? And... How are you out here for that matter?"

Mauds expression didn't change.

"I'm out here searching for surface resources. I've been staying underground, so I have to come out once every now and then to look for some."

That explained how she was able to avoid detection from the NEM.

"Underground? You mean like a bunker?" Shining asked.

"Not quite, it's a secret cave that only I know where it is, and how to open it. Places like them exist all over equestria, and I know all the tricks to finding them." Shining was certainly glad that he found Maud, especially since he knew where one of her sisters were being held.

"Where exactly is this cave? I'm guessing it can't be far."

Maud turned around and ordered Shining to follow.

"This way. It's not easy to see it since I seal the door everytime I enter and exit. Plus if it were opened the wrong way, it would collapse the entrance and would take a long time to reopen."

Shining Armor headed in the direction of Maud, eager to see what she was up to. Given her skills, it was apparent that she would be quite the ally, especially given the fact that Twilight and Rainbow dash were in the process of freeing her sister.

Author's Notes:

I originally had planed for this chapter to be about Twilight entering Pinkies dream, but I scraped that and went with this since it sounded more interesting.