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And Then They Were Ponies

Chapter One: And Then They Were Ponies

“Well, here we are… My new apartment. I’m really grateful you guys decided to help me move in. This would have taken forever to do by myself.” Said a raven haired young woman as she opened the door to the apartment and entered placing the suitcase she was dragging into  the room. Her friends knew her as Kitone, a stubborn and crafty woman who did what she wanted when she wanted. Her black hair hung about her shoulders and her bangs covered one of her eyes.

“Yea, yea. We’re glad to help but could you move out of the way, this couch isn’t exactly light you know?” said another girl who followed Kitone into the apartment, holding up one end of a couch. She was one of Kitone’s close friends and went by the name of Athemis. She was a few inches shorter than Kitone but this could be attributed to the fact that she was a year younger than her. She was always kind and cheerful, except when she wasn’t.  Her hair was cut shorter than Kitone’s, just barely long enough to frame her face.

Kitone stepped to the side allowing Athemis to pass. “How you holding up back there big guy?” Kitone asked the man that was holding up the other end of the couch.

“Couch. Heavy. Barely. Holding.” He replied moments before he set his end of the couch down in tandem with Athemis dropping hers. He stretched the fatigue out of his arms. “I’ll survive. I’ve helped move worse.” He said as he leaned coolly against the chair. Another one of Kitone’s close friends, he simply went by the moniker of Captain, or Cap if you preferred. He was dressed in his typical blue t-shirt and jeans and his brown hair was a bit shorter than normal, thanks to his recent haircut. Cap tended to be a man of few words, unless you brought up a subject he was interested in

The morning rolled on rather quickly and by midday the trio had managed to get all the furniture Kitone had up into the little apartment and had started on unpacking all the boxes. The three of them were busy in the room: Cap was busy reassembling a computer desk that had to be taken apart to fit onto the truck with everything else, Athemis was organizing books on the small bookshelf that was in the room and Kitone was busy unpacking her clothes and deciding what would go in the dresser instead of the closet.

“You know Kit, I think you’re the only person I know who would have turned down that other apartment just because the street that this one is on happens to be ‘Equestria Way’.” Athemis said, bending to grab the last few books out of the box.

“Ath, you came with me to see that other apartment. You know that the pipes were leaking, there was a termite problem and the front door looked like it had been forced open more times than a girl’s legs in a tentacle hentai.” Kitone said, smiling to herself when she practically felt Athemis cringe at her last metaphor, “But yea, the name of the road sorta did have a big influence on why I decided not to look anywhere else. Plus it was practically a steal at the price the old lady was renting this place for.”

“Hey, Kit…” Captain said, “I hate to interrupt you and all but does your closet have a light in it?”

“No… Not that I know of…” Kitone said, turning to look at the closet. Sure enough a bright blue light could be seen flickering from beneath the frame of the door.

“K-kit… What is that?” Athemis said, slowly making her way over to Cap’s side.

“I dunno Ath, but there’s only one way to find out.” Kitone said bravely as she pulled the door open, jumping back as she did. On the other side of the door, floating just above the ground was a shining blue portal. The center was pitch black but the edges were a bright blue that almost hurt the eyes. “Hmm…” Kitone said, looking into the abyss on the other side of the portal, “I guess it could be worse.” Suddenly she felt herself being pulled towards the portal. Quickly Kitone grabbed onto the bookshelf as she felt the suction get worse. “Like that! That definitely made this situation worse!” Kitone shouted as she felt her grip on the bookshelf loosen and soon she found herself, and her friends, being sucked into the portal.


“AHHHHHHHHHHHHHHHH!” Athemis screamed as they fell what could only be described as downwards. All in all, none of them were sure which way was up anymore.

“Ath.” Kitone said calmly.

“AHHHHHHHHHHHHHHHH!” Athemis kept screaming, rolling head over heels as they plummeted.

“Ath!” Kitone said forcefully.


“ATH, SHUT THE HELL UP!” Kitone finally shouted over her friend’s scream. Kitone ‘sat’ in the air and rubbed her face with her palms before talking again in her normal tone, “I’m sorry, but if you kept that up I was going to grab you and snap your neck.

Athemis had calmed down a little, mostly because she was caught off guard at Kitone’s outburst. “I’m s-sorry Kit. I’m just a little shaken up right now… How are you so calm?”

Kitone shrugged, placing her hands behind her head, “I dunno… I guess because there isn’t much in this void besides us I’m not really afraid that I’m falling to my death. I mean, take a look around, its darkness, blackness and nothingness as far as the eye can see. Take a look at Cap, he’s gotten over the whole ‘portal to a plane of non-existence’ thing pretty damn fast.” True to her words Captain was busy flipping and doing loops and twirls as they fell. When he noticed the sudden silence and saw the two pairs of eyes that stared at him he slowed to a stop.

“What… I got bored… and plus, we’re practically sky-diving.” He said, returning to his routine.

“Yea… Sky-diving somewhere with no sky…” Athemis said, taking a look around. A bright flash from below caught the attention of all three free-fallers. “Umm… you guys see that too right?” Athemis asked, pointing at the glowing thing that had suddenly appeared.

Kitone stared at it for a few seconds. “Yea… We are talking about the glowing yellow cloud-like thing right? Just wanna be sure.”

“Uh-huh… Guys, not to be pessimistic but how do we know that that’s as soft as it looks?” Captain said as the fell ever closer to the cloud barrier.

“Athemis…” Kitone said calmly as she turned her back to the cloud.

“Yea Kit?” Athemis asked.

“You may scream for both of us now.” Kitone said as she closed her eyes and covered her ears, just in time to dampen Athemis’s loud screams.

It took a few seconds for them to reach the cloud. Thankfully it was just that, a cloud. It filled their nostrils with an acrid metallic scent and as they passed through it; the scent was accompanied by a loud sound that could only be described as sparks of electricity but they were so loud they temporarily drowned Athemis’s screams out.

Once they passed through the cloud however her screams came back singing a different tune. “OH MY GOD!” Athemis exclaimed, “WHERE DID OUR CLOTHES GO?!” Kitone’s eyes shot open and a quick glance down confirmed it, passing through the cloud had, for the lack of a better word, liberated them of their clothing. Kitone laughed nervously, crossed her legs tightly and folded her arms in front of her chest; Athemis, in her frenzy to cover herself, started spiraling out of control and Captain’s face had taken on an almost beet red as he lowered a hand to his nether region.

“I am now one hundred percent sure this couldn’t get any worse.” Kitone said sarcastically, only to be proven wrong when another flash brightened the darkness around her, casting the trio’s shadow on the bottom of the cloud layer. “Me and my big mouth!” Kitone shouted as she felt herself gaining speed.


Kitone closed her eyes reflexively when she turned to look at the second portal, the light it radiated was almost blinding. Shortly afterwards she landed painfully on something solid and then Cap and Athemis collapsed on top of her. “Oww..” Athemis groaned, her sentiments echoed quickly by Captian. “Where the hay are we?” Athemis asked.

“Where the hay? Ath, have you been brony-ing up behind our backs?” Captain asked, grunting as Athemis shifted her weight on top of him.

“Heh…” she said sheepishly, “I dunno, it sorta just rolled off my tongue.”

“That’s nice and all, but… CAN YOU TWO GET OFF OF ME?!” Kitone shouted.

With a bit of work the two of them got off of Kitone who was getting to her feet in a daze. “Oh my gosh, you’re a…” Athemis said, her voice trailing off as she neared the end of the sentence.

“Holy…” Cap said, going quiet as well.

Kitone closed her eyes and rubbed her head in an attempt to stop the world from spinning. “Kit… you’re not gonna believe this…” Athemis said softly.

“Ath,” Kitone said dryly, “we just fell through a portal in my bedroom closet, what’s not to believe?”

“Ath, trust me when I say this, when she realizes that she has a hoof to her face she’ll probably think it’s the best day ever.” Captain said jokingly.

“Wait… What?!” Kitone exclaimed as she pulled her ‘hand’ from her face and true to Captain’s words, it was a hoof. “Waitwaitwaitwait… wait a sec…” Kitone said, turning to face her friends. Standing behind her wasn’t the friends she’d come to know but a dark green unicorn mare with an aqua blue mane and a blue earth pony colt with a short brown mane. Kitone silently raised a hoof to her head and when she didn’t find a horn protruding from her forehead she drew a deep breath in and turned to look at her slate gray flank and there, just above her shoulders, was a pair of Pegasus wings. “Yes!” Kitone shouted, jumping into the air, floating unsteadily as she flapped her wings with as much gusto as she could muster up.

Athemis sighed as Captain pointed and said, “See, what did I tell you. Best day ever.”

“Kit, what the HECK IS WRONG WITH YOU?!” Athemis shouted at her.  “I’m sorry but how the heck is this a good thing? We’re in a strange land and we’re freaking ponies! We have no idea how to get back home!” Athemis kept shouting angrily and as she vented her horn began glowing furiously.

“Ath…” Kitone said warily, “you might want to calm down a lil.”

“CALM DOWN?!” Athemis shouted furiously, “YOU WANT ME TO CALM DOWN?! ARGH!” When Athemis shouted out a beam of light shot from her horn and wrapped around Kitone. Kitone quickly found her wings pinned to her sides and no matter how hard she tried they wouldn’t budge. Without her wings flapping to keep her aloft gravity quickly pulled Kitone crashing to the ground. Kitone squirmed painfully on the ground as Athemis’s magic tightened around her.

“Athemis!” Captain said as he ran to her side and put a hoof on her shoulder. “Ath, you need to calm down, you’re hurting Kit. I know you’re angry and scared but this isn’t Kitone’s fault. Just take a deep breath and let Kit go.” Athemis looked at Kitone, her glare softening as the seconds passed. Slowly her magic waned allowing Kit to move freely again.

“I… I’m sorry Kit, I’m just-“ Athemis began, interrupted as Kitone placed her hoof on her lips.

“It’s okay Ath, you were just overwhelmed by all this and I’ll admit that my reaction was only slightly below how any sane pony… erm, person would react.” Kitone said, turning to face the sun in the sky. After measuring the distance between the sun and the horizon with her hoof she spoke again. “Okay, assuming this works the same way it does on earth we should have about an hour and a half of sunlight left and judging from the terrain around us I’d say we aren’t all that far from a town. Lemme just have a look see…” With a powerful flap of her wings Kitone took to the sky, her flight was unsteady but the other two had to admit it was pretty good for someone who got wings mere minutes ago. They watched as Kitone scanned the surroundings from her vantage point and cringed as she came in to land. “Okay, gotta work on that part.” Kitone said as she got up for the third time in the span of five minutes, “The good news is there’s a town about a mile to the west, the path leads right to it. I also have a pretty good idea about which town it is.”

“How is that even possible Kit?” Captain asked, raising an eyebrow curiously.

“I happened to see somepony I know.” Kitone said, motioning over her shoulder. Athemis and Captain gasp softly when they saw the unicorn that was making her way down the path towards the town.  The unicorn that was walking towards them was unmistakable, her purple coat and dark blue mane and tail with the pink and purple streaks down them was firmly cemented in their memories. Twilight Sparkle walked up the path looking absentmindedly downwards, obviously lost in thought, and only took notice of the three ponies when she heard them step aside so she could pass.

“Oh! I’m sorry, I was a bit… um… lost in thought.” Twilight said sheepishly as she looked at the three ponies that stood beside her. “Umm…” She asked Kitone specifically, noticing the light layer of dust that spotted her coat, “are you okay?”

“Huh?” Kitone asked before noticing that she was covered in dust. “Oh, this stuff…” Kitone said, giving herself a brisk shake and sending the dust flying, “Just a bit of a rough landing from surveying the area.”

Twilight nodded, “Makes sense I guess. Well, I’m sorry for almost bumping into you ponies but if you’ll excuse me I have to get back to Ponyville before it gets dark and write down what Zecora told me before I forget…”

“Actually…” Athemis interrupted, “there is something you could help us with. You see, my friends and I are a bit lost and, I’m sure I speak for all of us when I say this, we’d like to spend a night with a proper roof over our heads. So would it be a problem if we followed you into town?”

“It wouldn’t be a problem at all. In fact,” Twilight said happily, “I wouldn’t mind the company at all. My name’s Twilight Sparkle, and you are?”

“I’m Kitone,” Kitone said whilst pointing a hoof at herself and then pointing at her two friends, “and that’s Athemis and Captain. Or Kit, Ath and Cap if you prefer.”

“Kitone?” Twilight asked as she pointed at the three ponies, “Athemis? And… Captain?”

“Yes ma’am.” Captain said as the four ponies started down the path towards Ponyville.

“So, where are you ponies from?” Twilight asked nopony in particular.

“We’re from… Mareica?” Athemis lied, looking at Kitone out of the side of her eyes for some sort of confirmation. Kitone knew Athemis was lying but there was the slightest flutter in her mind that told her otherwise. Kitone shot a glance past Athemis and Twilight Sparkle at Captain, he looked ahead lost deep in thought. Kitone nodded to herself, she’d have to speak to him later.

Had anypony looked back down the path they would have seen the hooded pony slowly making their way out of the nearby bushes and galloping towards the Everfree Forest.


The sun was just beginning its slow dip below the horizon when the four ponies finally made their way into Ponyville proper. They followed Twilight to the library, earning an impromptu tour that pointed out the places they passed in the process. The tour ended with the four ponies standing outside the library’s front door. “…And this is the Ponyville Library, I also live here.” Twilight said, wrapping up her tour. “I don’t think Ponyville has an inn, it’s never occurred to me to check for that sort of thing before today. If you want you can come inside and we can find a map of Ponyville which might be of help.” Twilight pushed open the door and stepped into the pitch-black library. “That’s strange… Spike, why are all the lights off? Did you fall asleep early or something?”

“Hmm… I think I know where this is going.” Captain said softly as they followed Twilight inside.

“What are you ta-“ Kitone said before being cut off by a loud cry of “Surprise!” as the lights came on revealing the decorated room full of ponies.

Captain herd a soft yelp and felt something at his rear and when he turned to look he stared into the dark green eyes of a slate gray Pegasus who had taken shelter behind him. “You can relax Kit, it was just…”

“A surprise party?” Twilight Sparkle asked the pink pony that hopped out of the crowd towards her. “Pinkie Pie, why are we having a party? And of all the places you could hold this party why is it here in the Library?”

“Well…” Pinkie Pie said in her usual cheery tone, “I felt like throwing a party, but I didn’t have any reason to throw one and everyone knows I can’t have a party at Sugarcube Corner if I don’t have a good reason to throw the party. So I asked myself, ‘Pinkie Pie, where would be the bestest, most super-awesome-tastic place to throw a party?’ And after I answered Sugarcube Corner I asked myself where the second best place would be and then it hit me. Well, it didn’t hit me, it was more a moment of realization but I realized that having a party here would be the best idea.” It was then Pinkie Pie noticed the three ponies standing in the doorway. “Twilight! I don’t know these ponies!” Pinkie said with a gasp as she hopped past Twilight to the new guests, “And if I don’t know these ponies…”

“Then they’re new in town.” Twilight finished. “Well they are new, I met them when I was coming back from Zecora’s earlier.  The unicorn’s name is Athemis, the earth pony is Captain and the Pegasus hiding behind him is Kitone.”

“Well it’s nice to meet you guys!” Pinkie Pie said, shaking each of their hooves in turn. “OH! I just had the bestest idea ever Twilight! We should make this party their ‘Welcome to Ponyville’ party! Can we Twilight, pretty please with sugar and ice cream and strawberries on top?”

“Pinkie Pie, you know I can’t agree… with you… having…” Twilight said to Pinkie Pie in a serious tone that faded quickly as she looked into the smiling face of the pink earth pony. “Fine… We can have the party for them.”

“Woo hoo!” Pinkie Pie exclaimed. “Hey everypony listen up!” Pinkie Pie shouted to the crowd in the small library, wasting no time in introducing Ponyville to the newcomers.


The introductions proceeded rather swiftly and soon the trio found themselves taking a break from the festivities to talk amongst themselves. Kitone stealthily made her way onto the library’s balcony with a slice of cake. “Whew… Never thought I’d get out of there with you intact.” Kitone said to the cake happily, “I really hope you’re worth it!”

“It took you long enough to get the stupid cake.” Athemis grumbled as she levitated her cup to her lips, draining it of its contents. “Cap and I have been waiting for you for quite a while now. I thought you were the one who wanted to talk so urgently.”

“Yea, yea. Don’t lose your cool again, we don’t want a repeat of earlier.” Kitone said jokingly. Athemis said nothing as she calmly placed her cup on the railing, making sure it wouldn’t fall of before releasing her magical grip on it. “I’m sure you guy’s know exactly what I wanna talk about.”

Captain, who had been leaning on the railing staring silently at the sky, turned to face the two fillies and said, “I’m guessing it has to do with what we’ve been telling these ponies.”

“Exactly.” Kitone said between mouthfuls of cake.

“I’m a bit confused here, care to fill me in.” Athemis said to Captain.

“It’s like this,” Captain said, “We haven’t had the time to even begin to formulate any sort of backstory behind ourselves and yet we all have this shared knowledge that matches up perfectly. We’re from a place called Mareica, we’ve known each other from we were little, and we each know about each other’s life. It’s like we’ve always existed here.”

“I’m sure you’ve felt it Athemis, that nagging feeling in the back of your head that says that the lies we’ve been spouting all night aren’t completely false.” Kitone said. “Take my outburst when I met Rainbow Dash. If there was anypony… anybody here I’d be brutally honest with it would be that rainbow Pegasus. Yet somehow when I met her I totally had the biggest fan-girl moment ever. I told her that I had practiced her routines! I got wings only a few hours ago! I’ve spent about three minutes tops flying from we got here, and yet…” Kitone placed her plate on the railing and took a few steps back from her friends and in a blink of an eye took to the air. Athemis and Captain gasped in awe as Kitone flew with the natural grace of a Pegasus who had been flying all her life. She flew tight corkscrews, elegant loops and nosebleed-inducing dives without even so much as looking remotely troubled. She landed back on the balcony just as gracefully, without even creating a breeze to rock the plate and cup that were on the railing. “And yet, it doesn’t feel like I was lying at all.”

“That was amazing Kit!” Athemis exclaimed in a hushed tone, trying not to get the attention of the ponies just beyond the door. She quickly regained her composure and magicked the glass into the air, twirling the empty cup in front of her. “You’re right though, I feel more in control of my ‘abilities’ now and when I told Twilight Sparkle we were from Mareica it just sorta happened, it felt right, like how we keep saying anypony and everypony and somepony.” Athemis noticed that Captain had returned to leaning against the railing and looking at the stars. “What about you Captain? You ‘remember’ anything new?”

Captain turned and looked at the two fillies once more, the slightest of smiles moved his lips. Kitone felt her wings tense involuntarily when she noticed the smile and her quick reaction to her wings wasn’t missed by the blue stallion who broke into a full smile. “Yes. Yes, I did remember some things but they’re sorta hazy, like when you try to remember a dream you had after you’ve woken up. Anyway,” he said, returning to all fours, “We have a more pressing problem. Ponyville has an inn; unfortunately we don’t have the bits to pay for it so unless either of you lovely ladies has a plan, we’ll be roughing it tonite.”

“Actually…” Kitone said, a twinkle in her eyes, “What’s the one thing we knew about this place before we even fell through that portal? Ponyville is pretty much one of the nicest places around, no exceptions.” Athemis and Captain nodded in agreement, you couldn’t argue with that. “Well, there’s a certain rainbow pony inside who’s ego’s gonna need a bit of a massaging if I plan on getting a room for the night, if you catch my drift.”

“Kit!” Athemis gasped, “You can’t mean to say…”

“As awesome as that would be, no, I’m not planning to find out if she’s a fillyfooler or not. I’m actually just gonna see if she’ll let me sleep on a couch or a guest bed or something and then we could do some training tomorrow morning. Regardless of what’s going on here I won’t be passing up an opportunity to practice some tricks with the Rainbow Dash.” Kitone said before flying back inside before Athemis could react.

“Hmm… She does have a point though, we could just ask somepony if they could put up with us for a few days. I’m sure we could make it worthwhile by helping them out somehow.” Captain said as he sauntered over to the door. “I guess I’ll ask Twilight Sparkle if I can stay here tonight, it would be in bad taste for a gentlepony like me to leave a lady with such a party to clean up by herself. Besides, I wanna do some research on something.” He stopped in the doorway and looked back over his shoulder at Athemis. “Oh and Ath, if you take a deep whiff of the breeze you can smell apples so I’m sure there’s a special pony with a special chore who could benefit from another helping hoof.”

“Yea, I get it.” Athemis said as she followed Captain inside, “We should meet up tomorrow to decide what our next move is. How about we all gather for lunch at Sugarcube Corner?”

“That’s not a bad idea Athemis, let’s try and tell Kit before she disappears.” Captain said.


The normally soft footfalls of hoof on stone echoed loudly in the cave. The pony walked without saying a word, the hood of his cloak hung around his neck. He didn’t need to protect his identity, not here among friends. His ochre coat made his silver mane stand out garishly. He dislike his mane, fillies always thought he was much older than he actually was. “Why have you entered my chamber?”  came a stern female voice from the darkness at the end of the room.

“I’m sorry for intruding Mistress but I bring important news.” The pony said whilst he bowed, affixing his gaze on the edge of the darkness. Suddenly a pair of candles magically lit themselves with a quiet poof, illuminating the bed and the unicorn that lay in it. He could see the bottoms of her legs as she made her way out of the bed and walked over to him.

“Rise and speak pony.” She said, looking down at him.

“Yes Mistress,” He said softly as he rose, “The spell… it was a success. They were brought here.” He looked at the unicorn he and the rest of the group simply called Mistress; she was large for both a unicorn and a mare. She was easily taller than the large red stallion that worked in the apple farm but her slender frame made it unmistakably clear in anypony’s eyes that she was female.

“Excellent.” she said happily, her tone sending shivers down his spine. “Where are they now my little one?”

“Mistress, I am afraid that they met with one of those ponies. They followed her into the town.” He said.

“I see…” she said, her tone quickly souring.

“Also, Mistress,” he added, cringing when she glared at him for speaking without permission, “It seems they were changed in their summoning here. They… They’ve become ponies Mistress.”

“Is that so?” she asked rhetorically, “It matters not, they were simply test subjects for the spell anyway. Eventually they’ll find their way to me, and although I’d rather them in their true forms I won’t turn away anypony who can understand that the ingrates who parade themselves as gods among ponies aren’t fit to rule Equestria. Anything else you wish to say?”

“No Mistress.” The pony replied, bowing again as the unicorn made her way towards the bed again.

“Good.” She said as she settled in amongst the many pillows that adorned the mattress. “Tell the other ponies it is time we moved again. We’ve expended far too much magical energy here and it’s only a matter of time before Celestia’s bloodhounds catch our scent again.” The pony nodded silently as he rose and left the chamber.  The unicorn watched him leave before outing the candles and disappearing into the darkness once again.

And Then They Were Ponies

Chapter Two: Making Your Mark

“Are… Are you sure about this?” Kitone asked peering over the edge of the cloud at the ground. There was at least a thousand feet between her and terra firma.

“Are you doubting the best flier in Equestria?” Rainbow Dash answered sleepily as she fluffed a small cloud into a pillow.  “Just…” Rainbow Dash began again, pausing to yawn, “do a few practice dives like we spoke about last night. You know… just to get a feel for the speeds.” Kitone looked back at the cyan Pegasus, who was now lying on the cloud falling asleep in the gentle rays of the morning sun.

Kitone yawned and blinked a few times in a feeble attempt to wipe the tiredness from her eyes. This was another thing the two Pegasi had in common; they both were less morning ponies and more afternoon ponies. She felt a conflict of emotions brewing within her mind as she stepped towards the edge of the cloud. Kitone, the human one, was mildly acrophobic. It didn’t take much height to get her heart racing. A simple glance over a second floor balcony was more than enough to stir a reaction in her and the view beyond the edge of the cloud should have sent her into cardiac arrest. Yet there was a conflicting calm from her Pegasus self.  She was a Pegasus after all, flying went hand in hand with heights. The conflicting natural views culminated in the feeling of bile rising to her gullet. She swallowed hard, closed her eyes and took a deep breath in an effort to focus on the task at hand. “We’ve gotta speed things up.” Kitone said to herself, remembering what Rainbow Dash had said the night before as they made their way to her cloud home. Dash had asked to see a few simple tricks and she gladly obliged the rainbow-maned Pegasus.  Dash told her, in no uncertain terms, that the first thing she needed to do was fly faster. She said Kitone had a flair she liked but lacked the oomph Dash herself had.

Kitone took a few small steps back before sprinting off the edge of the cloud, spreading her wings to catch the sudden breeze. She glided around for a bit to make sure her wings wouldn’t cramp up on her as she practiced her sub-sonic dives. Kitone weaved happily between the clouds as she enjoyed her first true flight. Well, technically it wasn’t her first flight; there was the time she rode the huge thermals of the Appleloosan Plains. There was also the time she flew by the Glittermist Falls, the spray from the waterfall made her mane and coat sparkle in the sun. There was even the time she flew through the tempest when she took a part time job as a Mareican mailpony. Kitone shook her head as she slowed to a hover. Those weren’t her memories yet they felt so... right.


Far below the two Pegasus ponies, on the other side of Ponyville proper, a unicorn and an earth pony were slowly making their way down the path through the orchard towards the barn. “Ah appreciate the help Athemis.” Applejack said as she pulled her laden cart at a steady pace, “It’s still a mite early in the Applebuck season but its better we harvest the trees that’re ripe now than to leave ‘em on the tree to spoil while we wait for the rest to catch up.”

Athemis nodded as she kept pace beside Applejack, her cart just as laden down with apples as Applejack’s was. It was many times heavier than she expected it to be but she found that with a little magical push it wasn’t that hard to move. “It’s the least I could do in return for giving me a room for the night. I just wish I could have been of more help, what with my magic and all.”

“Shoot, we got plenty picked in the few hours we’ve been workin’ and plus, not everypony can be a Twilight Sparkle. Ah mean, it would be awful nice if you could just whisk them apples up off them trees but you’re doin’ mighty fine just plain buckin’ ‘em.” Applejack said, flashing Athemis a sincere smile.

Athemis flashed a smile of her own but it was shallow. She could just whisk them off the tree. She had it in her, after all she was a graduate of the Grand Mareican Magic Academy. Or at least, that what she dreamt last night. The dream felt so real to her, it was like the years she spent in the academy rushed by in the span of a night. She remembered the classes, those long and arduous classes that seemed to drag on for hours. She remembered the snooty unicorns that made up most of the school populace. The Academy was known for having two types of ponies there, those who could buy their way in and those who had proven their worth. Athems was one of the latter set, being the only foals of a bookshop owner and his wife, a fact they made so painfully known. She also remembered the many times she outperformed the spoiled brats, which only added to their ire.

Athemis could probably pull the tree clean out of the ground if she wanted to but as she felt right now it took almost all her focus to pull the cart behind her. Everypony knew that if a unicorn couldn’t concentrate their magic wouldn’t be up to scratch and Athemis was no exception. When she tried to focus on her magic she remembered what she ‘learnt’ from the dream and since it felt so natural in practice, it scared her.

“And here we are,” Applejack said, getting Athemis’s attention, “if ya wanna head into town an’ take an early lunch that’d be fine. Buckin’ these here apples is the hard part and besides, Big Mac has been slackin’ off all mornin’. AIN’T THAT RIGHT MAC!” The second floor of the barn erupted into a cacophony of shuffling which was quickly followed by a loud thud and a pained grunt. Applejack couldn’t help but snicker. Turning to her unicorn helper she caught Athemis staring in the direction of the town and gently she nudged the unicorn, getting her attention. “You alright?”

“Huh? Oh… yeah, I’m okay.” Athemis lied.

“Go on into town.” Applejack said, “I know y’all made plans to meet up with yer friends for lunch. You go and find ‘em and don’t worry none about these apples.” With a quick kick Applejack released the buckle on the harness to the apple cart which rolled back a few inches on the slight incline into the waiting frame of Big Macintosh.

“Thanks Applejack, I’ll be back after lunch to help out some more.” Athemis said as she galloped towards the farm’s gates.


Captain muttered soft expletives under his breath as he made his way quickly and carefully through the tables and chairs of the restaurant’s outdoor dining area towards the table that his two friends were sitting at. “Sorry I’m late,” he said as he took his seat, “I ended up helping Fluttershy with her animals.”

“Oooh,” Kitone said teasingly, “aren’t you a regular Romareo. Twilight then Fluttershy? Who’s next Rarity?”

Yeah, yeah, yeah.” Captain said, “Laugh it up. I was on my way over here when I happened to pass her trying to round up some ducklings for a mother duck. They little things were making a game of it. Everytime she found them they’d run and hide again the second she turned to look for another one. Clearly wasn’t a job for one pony.” He looked about the table for a few seconds. “So um… how come we’re here and not at Sugarcube Corner like we had planned?”

“Ath got here first and saw this place and decided to try it out.” Kitone said, smiling at Athemis.

“Okay… How are we paying for this?” Captain asked.

“Kit ended up helping Rainbow Dash with her weather pony duties and apparently they got it done so quickly they really impressed the mayor and she gave Kitone a few bits for her help.” Athemis said.

“It’s not much,” Kitone added, “but it should be able to feed us for another day or two.”

“Alright, last question,” Captain asked, looking at the table, “where are the menus?”

“Oh, Kit ordered for us.” Athemis said plainly.

“She did?” Captain asked.

“Yes, she did. I had no idea what to order and you were running late so she placed our order.” Athemis replied, leaning into the chair. “A mixed berry salad for me, a serving of crisp hay cakes with honey for her.”

“That sounds good.” Captain said, having already found himself enjoying ponified food after the daffodil sandwich Spike made for him that morning. “How did you know what to order Kit?”

“I dunno.” Kitone said shrugging in her seat. “It sorta came to me…  I’m remembering all sorts of things about my life. Well, my life as a Pegasus. Please tell me I’m not the only one.” The silence from her friends spoke volumes. She looked at Athemis who was looking in her direction but deftly avoiding her gaze, a trait her human self had when she wasn’t sure how to approach something. Captian on the other hand stared at the tablecloth for a few moments.

“You’re not.” He said softly, “While I was helping Fluttershy I decided to tell a story to help break the ice, not exactly a small task where Fluttershy is concerned.  Anyway, I started to tell her the story of our adventures in the Vastwood. Well, only one tale in particular, the grandest one of all our treks into that forest.”

Captain then quickly recounted the tale, Athemis and Kitone’s memories of the event bubbling to the surface as he spoke. The Vastwood was Mareica’s  version of the Everfree Forest but whereas the Everfree’s natural growth sprung from the resonant magic of the Ancient Castle of the Royal Pony Sisters, the Vastwood’s came about as a matter of necessity. It was as expansive as its name implied and the Mareica simply didn’t have a weather pony fleet large enough to handle it so it was decided that only a certain distance into the forest would be tended to by the weather ponies. The forest beyond that point was as wild and untamed as the Everfree was and that is where the trio had found the Canis Major and its pups.

The Canis, like its cousin the Ursa, was a large semi-transparent beast that was the creature of the constellation it was named after. The Canis Major was a large phantasmal dog easily the size of a small house and while normally quite docile it was extremely protective of its young. Some people would say overly so considering it would chase a trio of foals who had wandered nearby purely on accident. Their size played a surprising role in their survival, being small enough to quickly navigate through the thick undergrowth kept them mere paces ahead of the angry mother. The overturned tree helped immensely as well, providing the tired runners with a place to hide from the giant dog. Luckily for them it was just trying to scare them away from her pups and left as soon as it was sure they weren’t any threat.

After a few seconds of silence Athemis spoke up. “Wow…  I… I remember that.”

“Me too.” Kitone added softly as she brushed her crimson bang out of her eye. “We need to have a serious talk about what our next plan of action is but I think it can wait till after lunch.” Kitone said, perking up as she saw the waiter making his way over with a tray that carried their meals.


On the other side of Ponyville Twilight Sparkle was making her way back to the library by herself, having spent the morning at the spa. One morning every week Spike went over to Carousel Boutique to help Rarity with her dressmaking and Twilight usually spent these mornings relaxing or, more commonly, deep in research. This morning however she took the opportunity to take a trip down to the local spa for a bit of relaxation. Twilight felt like she was walking on air, the massage that Lotus had given her was heavenly. “That pony practically pressed my troubles away with those magic hooves of hers.” Twilight said to herself as she rounded the last corner on her route home. What she saw instantly brought back the weeks of tension that had just been massaged out of her muscles.

Landing in front of the library was a trio of chariots pulled by the pegasi of the Royal Guard and each chariot held four unicorn stallions that dismounted and lined up as soon as the chariots came to a stop. Each unicorn wore the traditional armor of the Royal Guard but instead of the sparkling gold it was a polished blue-gray. It would be normal for anypony to assume that they were simply ponies in the Royal Guard, which was technically what they were, but Twilight Sparkle knew exactly who in the Royal Guard these ponies were. That armor was the trademark of the Spiral Horn, a specialist branch of the Royal Guard that dealt with matters of the utmost magical importance. “Why would they be here?” Twilight said as she galloped over.

“Ah, Lady Sparkle.” Said one of the unicorn stallions as he noticed her approach. His helmet was more ornately decorated than the other unicorns there signifying his difference in rank. “I’m Sergeant Sunstone of the Spiral Horn.” He said, noticing the confusion on Twilight’s face. “And you look as if you weren’t expecting us. Strange… The princess did send a letter mere moments before our departure from the barracks, I’m quite surprised you haven’t received it yet.”

“Ha…” Twilight said weakly, “Well… You see… today is normally the day Spike go-“

“TWIIIIIIIIIIIIIILIIIIIIIIIIIIIIGHT!” shouted a familiar voice, managing to get everypony’s attention. Twilight turned to see her number one assistant sprinting down the street, letter in hand. “Twilight. Letter. Princess Celestia. Not at Library. Ran to Spa. Ran back here.” Spike said in a single breath before practically shoving the letter into Twilight’s hooves. Twilight levitated the letter in front of her and looked at the little dragon that had collapsed in a heap at her hooves.

“Poor little guy.” Twilight said to herself. “The letter must have come while he was helping Rarity.” She levitated the dragon onto her back and pulled the remaining pins out of his thick hide. She unfurled the scroll and quickly read the contents, worry becoming evident on her face as she scanned the lines. “This… This explains a lot. It’s also a lot to take in all at once.” Twilight said, looking the armored unicorn in the eyes. “We should go inside and discuss this further. The princess said you’d be able to answer most of my questions.”

Sergeant Sunstone nodded. “I can tell you what I know, but there isn't much else that Princess Celestia hasn't already explained in that letter. And to be honest, given the severity of the situation, my men need to be in the field as soon as possible.”

“I agree entirely.” Twilight said as she opened the library door, “But if Princess Celestia is placing me in charge of this mission then I need to know everything that we currently know about the situation so I can make logical and informed decisions. I only have a few questions for you; it shouldn’t take more than five minutes.”


“So you think that the longer we stay here the more we ‘remember’ and the more we ‘forget’? Athemis said in a confused tone. She looked up at Kitone, who was flying backwards slightly ahead of her.

“Basically.” Kitone answered.

“Okay, you lost me. Run it by me one more time.” Captain said, garnering an exasperated sigh from Kitone. Kitone hated having to repeat herself and starting the fifth run-through of her theory on what was happening to them was slowly pushing her past the limits of her patience.

“Guys, it’s not that hard to understand.” Kitone said. “We’re all remembering these ‘memories’ of our lives here. We all know we AREN’T PONIES, so these memories should be fake… but they aren’t! I’ve ‘remembered’ how to fly! Ath, you’ve ‘remembered’ how to control your magic! And Cap…” Kitone paused silently for a few seconds. “Celestia only knows what you remember! I’m sure without a doubt we can all agree these memories are real.”

“So what are we forgetting?” Athemis asked.

“Trivial things.” Kitone said calmly.

“Trivial things?” Athemis repeated.

Kitone nodded. “I’m not sure if you’ve noticed but we’ve slowly been forgetting things. So far it hasn’t been anything of major importance, I think.”

“And how are you so sure about this?” Captain asked, placing a hoof to his chin.

“Because when you do try to remember what we’ve forgotten you remember what we should remember here?” Kitone answered. The silence and stares that followed urged her to clarify what she meant. “If you try and remember something as the human you, you find yourself remembering what the pony you remembers. Let me show you what I mean.” Kitone turned to face Captain and landed softly in front of him. “Cap,” she said, pausing for a moment to look into his eyes, “I want you to answer this question for me, just tell me the first thing that comes to your mind okay? Don’t think too hard either, I just want the first thing that comes to your mind.” Captain nodded. “What was the incident that happened at Athemis’s thirteenth birthday party?”

“Easy,” he answered with a laugh, “You tried to blow out the candles before Ath could and then someone pushed you and you fell into the cake.”

“Haha… That was pretty funny.” Athemis said while stifling a giggle.

“Laugh it up all you want, it’s your turn anyway.” Kitone said turning to the unicorn. “New patient, same treatment. Ath, simple question for you as well, what did we have for breakfast yesterday?”

“That’s easy.” Athemis said before pausing to think. “Uhh…  We had… We had the last of the mixed berry fritters that the mare… at the inn… gave us.”

“Quod erat demonstrandum.” Kitone said with a smug grin on her face as she took to the air again.

“W-what does this mean?” Athemis asked.

“Honestly I don’t know how to answer that besides the obvious statement.” Kitone said.

“Which is?” Athemis asked.

“That if we don’t get home as soon as possible we won’t even remember we were human in the first place.” Captain said, keeping pace with Kitone’s flying.

“Oh.” Athemis said softly to herself before noticing her friends where leaving her behind. “Hey wait up!” she shouted, sprinting down the path and into Kitone’s flank. “Ow! What the hay Ki-“ Athemis managed to shout before Kitone silenced her with a hoof to her lips.

“Shh… Did you hear that?” Kitone said, her ears upright and pivoting around slowly.  Athemis and Captain looked around and sure enough they heard it, someone calling out to them in the distance.

“There!” Athemis said, pointing at an earth pony that was making his way down a foot-path towards them. Between steps he waved at them until he was completely sure he had their attention. He trotted slowly towards them, his yellow-brown coat clashed almost garishly with his silver mane.

“You ponies certainly took your own sweet time getting here.” He said with an air of familiarity. The silence that followed quickly turned his jovial smile into a frown.  “Seriously guys, what’s with the silence? It’s kinda creeping me out.”

“Uh, this may seem rude,” Captain said, “but who are you again?”

“You’re kidding, right?” the stallion said. Silence again. “Guess not…” He said. “I’m Sterling Silver; we met in Burflank a few days ago. Surely you remember that, I mean you changed your plans to come here instead of Fillydelphia so you could take me up on my job offer.”

“Job offer?” Captain asked.

Sterling nodded. “I work for a mare that has an eye for collecting unique things, I mentioned to you three that I was looking for some ponies to accompany me into the Everfree Forest to search for an artifact that my employer desires. You three said you’d consider it and we’d meet here if you decided to take the job.”

“And if we didn’t come?” Athemis asked out of curiosity.

“I’d go it alone. It would be risky but it wouldn’t be the first time I’ve put my hide on the line for my pay. And when they pay is this good you can’t exactly complain, if you catch my drift.” Sterling said with a smirk.

“I get your drift,” Kitone said, “can we get a moment to hold one final discussion before we decide on a descision?”

“Go right ahead.” Sterling Silver said, taking a few steps back.

“So…” Kitone said, turning to her friends, “What do you think?”

“Sound’s kinda iffy.” Athemis said, her concern not lost on the other two.

“I agree with Ath. This doesn’t sound like its one hundred percent legal.” Captain said, glancing at Sterling over his shoulder.

“The job itself does sound flaky but his story sounds legit. From what I can ‘remember’ Burflank was the last town we stopped in before we came to Ponyville.” Kitone said. “We also need the bits right now, regardless of what we decide to do in the future we’re going to need some funds to survive off on. I say we find out more about this job and then make up our minds. If we don’t like it, we walk away. Any objections?” Athemis and Captain shook their heads. “Good, let’s go.” Kitone said.

Sterling Silver watched as the trio broke their huddle and turned towards him. He smiled gently again and said, “So, made up your minds?”

“Not entirely,” Kitone said, “we’d like to talk to your employer to find out a bit more about this job before we commit to a decision.”

“That’s perfectly fine. Her home is just beyond those trees.” Sterling said, turning down the path and pointing towards a nearby thicket of trees, his devious grin hidden from the other ponies.

And Then They Were Ponies

Chapter Three: End of an Act

A single pony sat on a large cushion in the equally large study a book and a steaming cup of tea levitating in front of her. She took a sip from the cup and peered back at the book, she didn’t care for the contents but she had an act to perform. A single knock at the door was her cue to take the stage. “Who is it?” she asked with faux demure.

“Sterling Silver and his guests m’lady.” Another actor, playing the role of her butler, said in a snooty tone that simply dripped of high-society.

“Send him in Horatio.” She said. She watched as the door creaked open enough for a single pony to enter. Sterling Silver entered first and stood to the side of the doorway, motioning for the other ponies to come in. She smiled gently as she watched the trio enter the room. She could feel the just-barely-there residual energy from the teleportation spell that brought them to Equestria, Sterling hadn’t lied about them becoming ponies.

“Whoa…” the Pegasus said softly when she saw the size of the unicorn that sat in the center of the room, “She’s HUGE!”

She laughed softly to herself, “The Razormane family does tend to have the odd pony like myself among their foals. I take it these are the ponies you told me about Sterling?”

“They are ma’am. The Pegasus is Kitone, the unicorn is Athemis and the earth pony is Captain.” He said, turning to the trio. “This fine mare is my employer, Lady Amethyst Razormane.”

“A pleasure to meet you fine ponies. Please, have a seat.” Amethyst said whilst magically pulling three pillows from beneath her oversized one and placing a few feet from her. “Sterling Silver, where do you find such varied ponies?”

“Heh, sometimes you just gotta tell the right story in the right place to get their attention.” He replied, making himself comfortable in a nearby armchair.

“Well,” Amethyst said, turning her attention back towards the trio who had taken their seats, “I’m sure you three have a few questions about the job I’m hiring you for. Firstly let me assure you that what I’m hiring you for isn’t illegal, I’m no tomb raider-“

“Uh,” The Pegasus said, raising a hoof slightly to ensure she caught Amethyst’s attention, “I thought he was hiring us.”

Amethyst looked over at Sterling Silver, the look on her face hardly conveying her true emotions. ‘Actors in my plays do not improvise!’ She thought to herself. “Well, you see, Sterling is just a proxy of mine. Sometimes his ego swells a bit too much for that head of his and well… this sort of thing happens.  Needless to say, I’m the one handing you the bits at the end of the day not him.” She levitated her teacup to her lips, a ruse to cover the purpose of the glow of her horn. She pulsed magic into the arcane circle that was drawn on the floor under the carpet they were sitting on to make sure it remained unbroken. The other unicorn’s gaze shifted downwards slightly as she did so. ‘Nonono, eyes up front darling. We can’t have you missing the show.’ She lowered the cup from her lips quickly, the sudden movement catching Athemis’s attention. “Anyway, the person hiring you isn’t half as important as the job you’re being hired for.” She looked at the unicorn, constantly maintaining eye contact to keep her subtly distracted. Such a simple trick would keep this foal from paying much attention to the magical energy she was letting seep from her frame into the spell circle beneath them. She smiled to herself taking joy from the thought that simple ruse of a pony of nobility holding a teacup aloft magically was enough to stop them from reading too much into the glow of her horn.

“And this job?” Captain asked, breaking the short silence. “You still haven’t told us much about it yet.”

“And to think, I had taken you for a gentlecolt.” Amethyst said dryly, taking another sip from her cup of tea to calm herself. He has said his line, as she predicted he would, but his timing was horribly off and she personally hated being interrupted. “Since you insist on being in such a hurry let me not waste your time. One of my ‘ears’ has heard that a particularly rare flower has begun blooming. It blooms once every ten millennia and as such its seeds are quite a prized commodity. At the same time however it happens to be in the one place many ponies fear to tread, let alone spend time in to do any proper search. Sterling here is one of those weird ponies who actually likes the, ahem, natural way of the Everfree. He sadly is but one pony and one pony cannot be expected to search such a large forest in the short window of time we have before the plant finishes its blooming cycle. If you decide to accept my job I will pay you all two thousand bits. For each of you.” Amethyst’s smile returned when she saw the change in the trio’s demeanor. “Well,” She said without changing her tone, “if you still want to leave feel free. If not, please, make yourself comfortable and I’ll share with you the exact details of what I require of you.” Seeing that nopony made any effort to leave she levitated a nearby tray laden with pastries and offered them to the trio as she magically poured them a cup of tea.

With that the play moved into its third and final act. As Amethyst began to tell the trio what she was hiring them for she brought the spell she was slowly charging to life. She hid the true purpose of her horn’s tell-tale glow behind more levitation. This time she pulled books and scrolls off the shelves and paid special attention to keeping the other unicorn mare’s focus occupied. She could feel the magic take form. She watched as the wispy tendrils of smoke rose from the carpet beneath the foals that sat before her and stealthily rose to their nostrils without being noticed by any of them. She watched as each of them breathed in the unscented miasma and just as quickly as it began the spell was complete.

In an instant her mind was assaulted by a plethora of sights and sounds that were not her own. She faltered under the sudden mental strain momentarily, passing it off as a sudden unwanted burp to her ‘guests’ before she collected herself. On the outside she remained calm but internally she could hardly contain her jubilation. The spell had worked and for as long as she kept the foals in their respective spots in the magic circle they were unknowingly sitting in she had access to their memories. She sifted through the chaos that was their individual memories: memories of the strange human world, memories of their journey across Equestria and memories where one world melded seamlessly into the other. A part of her was worried by these strange memories of Equestria. These growing memories that seemed to consume their human ones like a starving predator feasting on a fresh kill. Such a thing wasn’t supposed to be happening. This concern was drowned out by the part of her that saw this chaos as the greatest opportunity she would get to put this spell to good use.

Memory manipulation wasn’t a simple magic nor was it a well-practiced one. Even the most resource intensive spell of its class was feeble at best. These spells created a sort of wall around the memories that they were to alter. They never really changed the memories, they just provided a convincing enough replacement when they were called for but because the original memory was still there they could be reclaimed if their owner tried hard enough. It was like building a formidable looking wall out of cardboard, from a distance you could fool someone but if it was inspected closely it would fall apart rather quickly. Some memories were too strong to be hidden, even by the most powerful of unicorns. Normally the manipulator had to be exceedingly careful with which memories they covered and what they covered those memories with but thanks to the realm of chaos that was their memories Amethyst could afford to be sloppy.

There was one memory in particular however that sparked Amethyst’s curiosity and kindled her worry ever so slightly. Traversing the plane of one’s memories was like walking in a room with a seemingly infinite number of walls. Each wall was painted with a mural an individual memory and the larger the wall the more important the memory. The largest wall, the most important memory, the Memoriam Maximo, was missing a rather large part of it. One side of the mural was their memory of finding the portal in the closet, the other side was their introduction to Equestria. The other memories that were undergoing the transition from human to pony simply had their murals slowly fade from one image to another. The transformation spread from a central point and eventually engulfed the entire picture. The large mural didn’t change like that. The center of the wall, where the two memories met, was a randomly spiraling cacophony of color. Each of their Memoriam Maximo was like this.

Amethyst stared into the chaos trying to make out the imagery within which resulted in her losing focus on the conversation she was having with the ponies in the real world. On the mental plane she shook her head to refocus her attention. She had a few seeds to plant and she was wasting precious time. He horn glowed in both worlds as she repainted a nearby wall. She smiled to herself as she drew the trio a new memory on a smaller wall in all three memory rooms. It would be a shared one so it had to show a similar scene from different perspectives. The minor details between the scenes didn’t need to match up perfectly, shared memories rarely ever did. When she finished she stepped back to admire her handiwork. It wasn’t bad at all considering she had done the equivalent of painting three different walls in three different houses simultaneously. One last spell and she would be done; which was right on schedule because she was nearing the end of her set of lines in her play in the real world. She closed her eyes and focused on the spell. A dark wispy smoke emanated from her horn in the mental world. She muttered the incantation under her breath, praying that she didn’t slip in the real world and say any of the spell there. As the last word left her lips a dark black bolt arced from her horn and struck one of the freshly painted walls before shooting between the mental planes and finding the respective wall there. One final jump guided the magical bolt to the final wall where it disappeared in a bright flash. The three walls glowed faintly for a few seconds before the glow faded into nothingness. Amethyst watched with a smile as the ‘paint’ at the edge of the modified walls slowly reached out onto other walls, spreading through inky tendrils that snaked into the other murals. It would be slow progress but it would be better than nothing. Eventually their memories would be so corrupted they wouldn’t be able to tell which was original and what was unreal would then have the chance to become real.

She was finished, having cast all the spells she needed to. She began to recite the incantation to break the mental connection and when she was finished the rooms slowly began to fade away as the memories separated themselves from her consciousness. Suddenly there came a noise from behind her and she looked around in all three rooms to try and find its source. The noise came from the Pegasus’s mind. From the center of the spiral in her Memoriam Maxim the colors slowly rose outwards as if they were a drop of water slowly gathering itself on the edge of a roof. It dripped outwards as if following some alternate gravity. Suddenly the drop of color broke free of the wall and flew across the room directly onto the freshly painted wall. Amethyst gasped in shock as her illusion was suddenly undone by the drop. It was as if someone had taken a can of paint and thrown it onto the wall. Slowly it began undoing her illusion revealing more of the memory underneath. She could only watch as the splotch slowly moved about her addition to the memory. For every inch it revealed the proliferation spell repainted another.

Anxiety mounted as she hastily formulated a plan. She couldn’t stop her departure from their memories, one the disconnection spell was cast it couldn’t be canceled. She didn’t have the time to purge it either, she was wrapping up the conversation in the real world and the link between her guests and the spell circle’s connection would be physically broken when they got up from their seats. Unable to come to create any solid plans she simply sighed and closed her eyes.

When she reopened them the connection had been completely broken and she found herself looking at them with all her attention once more. “And that’s everything you three need to know.” She said, her lips curling in a soft smile. “Horatio will be waiting outside to lead you out, I’d like to have a word with Sterling before he leaves.” Amethyst finished, drinking the last of her tea. The trio of ponies politely excused themselves from the room.

As soon as the door clicked shut her smile vanished. “Sterling.” She said curtly, “A word please.”

Sterling Silver’s coat practically stood on end at her tone. Not many ponies who were addressed in that tone lived long enough to feel the warmth of Celestia’s sun again. “I’m sorry I didn’t say everything like you had planned Mistress. I didn’t forget the lines at all! I’ve practically burned them into my memor-“ he said before his mouth was clamped shut magically.

“Sterling, when somepony says ‘a word please’, they intend to speak to you. Not vice versa.” Amethyst said dryly. “Normally I don’t tolerate sloppiness but I’ll overlook it this time.” Sterling Silver felt the magic release its grip on his mouth and sighed softly. “However... There will be no second chance. Do not make me have to consider sparing you again. That would mean that you need to be especially careful with how you handle this next act. The spell I performed was fairly successful, and I say fairly because there are a few things even I can’t plan for. The spell should slowly corrupt them as I planned but there may be moments of ‘rationality’, where the underlying memory shines through. Should these moments interfere with the plan I expect you to handle them to the best of your ability, as if your life depended on it.” The stress on the end of the last sentence made Sterling swallow hard. “It shouldn’t prove too hard for you. You are a resourceful pony after all but please keep me informed of such things. Have I made myself clear?”

“C-clear as crystal Mistress.” Sterling Silver said.

“Good.” Amethyst said softly as she arose from her cushions. “Now, if you’ll excuse me, I must  prepare for the arrival of our guest of honor.”


Twilight watched the night sky slowly brighten, heralding the coming sunrise. This was a scene that she had seen countless times in her studying. She yawned loudly in the empty kitchen and stared down into the dark cup of coffee. She took a large sip of the magical elixir and relished in the spreading warmth that came with it trickling down her gullet. Normally she’d be marking her progress in the plethora of tomes she’d be reading and preparing for bed but Sergeant Sunstone still hadn’t returned to debrief her on the results of the day’s reconnaissance mission. She heard the Library’s door creak open slowly.

“Lady Sparkle?”  came Sunstone’s tired voice.

“I’m in the kitchen Sergeant, enjoying a cup of coffee and the sunrise.” Twilight replied. Sergeant Sunstone walked into the kitchen slowly, removed his helmet and placed it on the table. “Care for a cup  of coffee?” Twilight asked, motioning to the full coffeepot on a nearby counter.

“Yes please.” Sunstone said, running a hoof through his mane.

“So, what were the results of the mission today?” Twilight asked as she prepared his coffee.

“For most of the day we were wandering blindly, then Echo group found a cave system that showed signs of inhabitation in the north-east quadrant of Everfree. Upon closer inspection multiple traces of magic residue from repeated spell casting was found along with a few minor artifacts and some furniture.” Sunstone said, easing into his chair. “Basically, had we found the cave a few hours earlier we would have caught them in the middle of closing shop.”

“But we now have samples of their magic and personal effects we can use to trace them.” Twilight Sparkle said as she placed his cup in front of him.

“Yes,” Sunstone said as he added milk and sugar to his coffee, “but it’s not that simple Lady Sparkle.” He paused to drink a few mouthfuls of coffee before continuing. “Everything we’ve found has been magically scrubbed. Preliminary tracing spells cast on-site resulted in a magical overload. Everything there has bits and pieces of everypony’s magic on them. This works in our favor in the long run because once we’ve finished unraveling the layers of magic on the items we should be able to trace all the ponies involved. The only problem is that it will take time to unravel the magic and every second we give them puts them one step farther ahead of us.”

“How long will it take before we can trace them to where they are now?” Twilight asked as she a notebook that lay on the table. Sunstone glanced at the pages as she magically flipped through them and each page was practically filled to the brim with notes and battle plans.

“About six hours if my troops work constantly, realistically I’d say eight hours at the best.” Sunstone said whilst watching Twilight noted his estimate in her book. “About sixty different ponies scrubbed those things, whatever they have planned it looks like they gathered everypony for it.”

“Wait… Everypony? How large is this group?” Twilight asked in confusion.

“Our estimates put it at about seventy-five ponies tops.” Sunstone said after taking another drink of coffee.

“So we’re up against less than a hundred ponies and Princess Celestia sends one of the most elite branches of Equestrian military to get them?” Twilight said, flipping a few pages backwards in her notebook. “Not to sound like I’m questioning the princess but I just can’t understand it. Thus far nothing points to these ponies being remotely the threat we’re making them out to be. They’re nowhere near the size of the larger resistance groups. The New Lunar Resistance alone is in the low thousands and they’re practically militant yet Princess Celestia leaves the capture of them to the local police, only sending in military help when they ask for backup.  Sometimes I just wish I knew what the princess was thinking.”

“Well Twilight, the easiest way to find that out would be to simply ask me.” Said a third voice. The other two ponies in the small kitchen spun around in surprise which resulted in Sunstone falling off his chair.

“P-Princess Celestia!” he exclaimed as he quickly dusted himself off and knelt before the regal alicorn.

“Sergeant Sunstone, Twilight Sparkle.” She said in her usual gentle tone. “I know it may seem that I am overreacting to this threat Twilight but I can assure you this is group is more dangerous than any other I have had form in my millennia of living. Many of these groups are full of misguided fillies and colts scarcely old enough to be called mares and stallions. If I wanted to I could crush them underhoof like insects but such is the way of a tyrant. This group though, is lead by a pony with the knowledge and years of experience to change Equestria like none before her.”

“Her?” Twilight asked.

Celestia nodded. “Twilight Sparkle, you are aware that you aren’t my first personal student aren’t you? You aren’t the first pony to have their special talent be magic and you most certainly won’t be the last one either.”

“I know that Princess. I know you’ve had three other pupils before me: Spiral Horn, Azure Moondance and Dawn Trotter. All of them became known for their magical prowess.” Twilight said.

“You’re almost one-hundred percent correct there Twilight. I actually had four pupils before you. A few years after I took Spiral Horn under my wing I met her. I found her in the ruins of a village that was destroyed in the New Night uprisings.”

“That was shortly after you banished Nightmare Moon, when the pony groups that followed Princess Luna thought that you had exiled her to take the throne for yourself.” Twilight questioned.

“Yes, it was. Her people were a nature-loving tribe of ponies that didn’t care about which princess ruled, so long as life went on in the way they had become accustomed to. So long as the sun and moon rose and fell when they were supposed to they were content. Sadly when Luna’s followers invaded their village their lack of allegiance to a princess caused them to be named enemies and they were treated as such.” Celestia said. “We found her hiding in the wreckage of what was once her home.”

“That’s so sad.” Twilight said.

“Indeed it was.” Celestia said almost apathetically, “I came to realize her potential for magic when I sent Spiral Horn to get her. He approached slowly and told her he wasn’t going to hurt her but she was scared and she reacted as any scared pony would. Her blast sent Spiral Horn flying. She was just a little filly and yet she held so much magical potential. After I exchanged a few words with her she decided to come with me and study under my direct tutelage. She flourished in the halls of Canterlot, her love for both nature and magic blossoming as she grew.  Her cutie mark was a tree with magical runes carved into its trunk. Looking back I should have seen the signs sooner.”

“Pardon?” Twilight asked.

“She held tight to her tribal upbringing. She never swore her allegiance to me or even Luna. Her natural capacity for magic was phenomenal at the least; she hardly practiced spells before she could unabashedly say she had mastered them. She surprised both Spiral Horn and myself on multiple occasions. Most of her time was spent learning about nature and as the weeks became months her attitude towards me soured. One day she requested a private audience with me and I found out why.” Celestia said, looking at the rising sun through the kitchen window.

“What happened?”

“She…” Celestia began, pausing when she remembered the other pony in the room. Turning to face the other unicorn she said, “Sergeant Sunstone, I’m going to have to ask you to step outside for a bit. What I’m about to say is information that is strictly on a need-to-know basis.”

“Of course your majesty.” He said, saluting before he left the room.

As soon as the kitchen door clicked shut Celestia put up a magical barrier around every exit to the room. “A silencing spell,” She said plainly when she noticed Twilight Sparkle’s concern, “what I’m about to tell you is the on secret that has never been and will never be recorded in Equestrian history and is the information this group knows that makes them so dangerous.”  She paused for a second to let Twilight prepare for what she was about to tell her. “When we were alone in the throne room she confronted me with a theory she had. One she was sure was true. That Equestria didn’t need me or my sister at all.”

“But that’s impossible! You two raise the sun and moon! With out the two of you life in Equestria would cease to exist.”

“That isn’t completely true.” Celestia said. “You know that even without pony influence nature will allow for life to thrive. Everypony can agree that there is life in areas like the Everfree Forest. She of all ponies could write tomes on the subject to fill the libraries of Canterlot. Twilight, contrary to what everypony believes Luna and I don’t actually raise or lower the sun and moon. I mean we could if we wanted to but most of the time we let nature do what it does best: allow for life to exist. We’ve always propagated the story that we raise the sun and moon daily because it makes ruling easier for us. Luna and I know that Equestria is only in danger if one of us were to die, which is why I exiled her when she became Nightmare Moon instead of doing something easier. She said that she had learnt the truth and she would return one day to return the rule of Equestria back to where it rightfully belonged, in the grasp of nature. She then left my court disappeared into the countryside. I had spies following her for a few years, watching her movements as she traversed Equestria learning about nature and expanding her repertoire of magic. Then one day she disappeared into the Northern Barrens and knowing that those lands couldn’t sustain life without direct influence of a large amount of ponies I pulled my spies back and presumed her dead.”

“But if this happened so many years ago how is this relevant to what’s happening now?” Twilight asked.

“Because a few days ago I received a letter, through a private line similar to the one you and Spike share with me now. This private line hadn’t sent mail to me in centuries. It was a simple scroll. It read ‘I hope you haven’t forgotten my promise. –Amethyst.’”


The mare held the Pegasus stallion tightly on top of her with her hooves, stopping him from bucking wildly. He was young and was just moving on instinct and she needed him to last if she was to enjoy it. “Start slowly…” She whispered into his ears as she released her grip on his haunches. He followed her words to a T, slowly building his way to a steady pace. She smiled and let the sensations wash over her. He was young and full of vigor, exactly what she was after. It was a complex spell that she had picked up countless years ago; it was how she had managed to live for so long; it was arguably the most fun part of her continued plan thus far.

Early on she came to realize that she wouldn’t live nearly long enough to exact her plan and given her departure from Canterlot, entrusting such a  responsibility to any foals she had would be nigh impossible. So she poured herself into research, looking for ways to lengthen her lifespan. During her travels she came upon a little known legend of a creature called a Succubucks, a demon who took the form of a beautiful mare and enticed stallions to bed with her only to drain their life. It took many years to perfect the spell, many failed experiments that made her walk warily in some towns that she had passed through centuries before but she eventually made her own body capable of living up to the title of Succubucks.

It was easy to seduce a stallion who had one too many salt licks, like the foal who was currently doing as nature intended. She exhaled deeply and lost herself in the pleasure momentarily which resulted in a noticeable slowdown in his pacing, although he did maintain a quite decent pace considering she just ‘borrowed’ a few years of his life in one thrust.

“Easy boy… we’re in no hurry…” she mewled into his ear. She could have stopped him at anytime thanks to that lapse in concentration but just because she had a full serving of the main course didn’t mean she didn’t have room for dessert.