A/N: I have wanted to start this story for some time now, but never had the time, now I do, so I hope you enjoy.

Faith in the Past: prologue

(Manehatten, residential district)

It was a cold, peaceful night over the big city, Luna's bright moon, hung high in the air, illuminating the city, many ponies had finished the day's work, and returned to their homes, to relax and rest, but the same could not be said for the mare that ran through the alleys of the streets.

She ran down through the alleys, and down the streets, ducking behind large dumpsters, desperately trying to escape her pursuers, but had no luck so far.

She was breathing heavily, never having a chance to stop and catch her breath, in fear of being caught, and that was the last thing she wanted to happen, she ran down the street, luckily there wasn't a pony in sight, but even if there was, she wouldn't be able to call out, her heart beat against her chest as she ran, her hooves begged her to stop, but she knew she couldn't.

"Come back here, you bitch!" one of her pursuers yelled, she looked back at them, and then forward, she saw what looked like an alley way coming up a few yards away, as she got closer, her guess was right, she took a look back at the ponies pursuing her, they slowly began to gain on her, she knew what she had to do.

As she got closer, luckily for her, she was a Pegasus, she extended her wings, and used them as breaks, she began to slow down, but as the alleyway grew closer, she did a sharp turn and flew into the alley, her pursuers, shocked by her speed, passed the alley, and skidded to a halt, they immediately, turned and ran into the alley, much to their surprise, they could not see her.

"Where did she go, you think she made a break for it?" one of them asked, as they began to turn around, but were stopped by the leader of that group, "no, she still here, she's just hiding, spread out, find her, and bring her to me, or the boss will have our heads" he said as they all slowly began to make their way down the alley, unfortunately for them, it was a very long alley, and it branched off at some points.

The tired mare peeked out from her hiding place, and watched them as they began to make their way down the alley, she knew she couldn't stay long, but she took use of this time to rest her aching hooves.

Just as she looked around the corner again, she failed to notice the pair of hooves coming from behind her, she cried out in surprise as she was pulled back, and pinned against the wall, a hoof being placed over her mouth, she tried to cry out, but was unable to.

"Faith, calm down it's me" the pony holding her down, said in a hushed voice, she opened her eyes and looked up at a stallion, smiling down at her, she felt her eyes tear up partly, as she looked into the face of a stallion she thought she would never see again.

"Dawn, is that you?" she asked as the hoof was removed from her mouth, he smiled down at her, "yeah I'm here, it's okay" he said, Faith smiled and threw her hooves around his neck, and placed her lips up to his, the motion shocked the stallion, but he relaxed and kissed her back, and soon they separated, and she looked up at him.

"How did you get away, the headquarters was attacked, how did you escape, I saw you get captured" she said with sorrow, the stallion just smiled, "well yeah, but these guys underestimated me, plus I had a little help" he said motioning to the shadows as another pony stepped out with a smile on his face, a face that Faith recognized instantly, she smiled.

"I thought you two would have some sort of escape plan, knowing you two" she said with a smile, "yeah, well, I've been saving this guy's butt, for many years now, and it's getting tiresome" he said as he walked past them, and peered out the alley, and looked as the pursuers, walked ever more slowly.

Faith placed her head against Dawn's chest, "I thought I wouldn't see you again" she said, Dawn just smiled and placed his head on hers, they stayed like that, until the third one came up with a more serious expression.

"okay, well I hate to be the one to ruin this special moment of yours, but those guys are getting closer and closer, we need to get out of here, like, right now" he said, as they separated and he helped her up.

"What's the plan, boss?" he said walking up to the pair, Dawn just frowned, "for once, Iron Star, I really don't know, we need help, all the others members were captured" he said, his friend looked towards him nervously, "yeah, but we need to find a pony, we know we can trust, this city is crawling with spies, we need to know who we are trusting" he said, Dawn began to pace, while Iron Star peeked out into the alley, and saw that the pursuers, were even closer.

"I think I know a pony we can trust" Faith said, with a sad look on her face, when she said the other two looked towards her, "he's an old friend of mine, his name is Flame, I'm sure I told you about him before" she said walking up to them, when she mentioned his name, they were both shocked but Dawn spoke up.

"yeah, I think I remember that you told me of him, but didn't you say it's been years since you last saw each other, you went your separate ways, how do you know he can help, if he even remembers you?" dawn asked, faith looked up at him.

"he'll remember me alright, true, it has been a long time since we've even spoken to each other, but if there's anypony we can trust, it's him, he won't let us down" she said with confidence, Dawn sighed, "alright fine, where does he live anyway?" he asked, Faith bit her lip, and looked at him nervously, "last time I checked, he lived in PonyVille with his wife" she said, they all got surprised expressions, when Iron Star spoke up.

"PonyVille? That's at least a two day train ride, we don't have time" he said, but Dawn stopped him, "alright, if she says we can trust him, than he's all we got, here's the plan, Iron Star and I, will cause a distraction, while you make your way to the train station, after we lose them, we'll meet you there" he said, but Faith protested.

"What, no, we can't split up, we need to stick together, how do I know you will make it?" she asked, Dawn grabbed her by the shoulders, "if we don't make it tonight, take the train, we'll join you later on, no go, we don't have much time, we'll take care of these morons, now go!" he said, Faith stared at him, she knew she could trust him, but she had a feeling in the pit of her stomach, one that she couldn't understand, but she had no choice, she looked at him one last time, and ran out into the alley way, catching the attention of the pursuer's.

"Hey, there she is, after her!" they yelled as Faith took off running down the alley, and them following in pursuit, just as they passed the place where she was hiding, Dawn and Iron Star, came out and rammed two of them against the wall, catching the attention of the others, the rest of them stopped, and began to join the fight, but were stopped by the leader, "no, you two, go after the girl, I'll call for reinforcements, bring her to me alive" he said as the two took off, and he reached up to his ear, and pressed the button on the small earpiece.

"we found two of the leader's, we need more reinforcements" he said as he ran and tackled Dawn who was beating up one of the others, Dawn was one of the best fighters in his group, but having been weakened from his earlier escape, his fighting ability was drained, as he tried to fight off his attacker.

"where did you send her, tell me and I might not kill you" he said, as he pinned him down, Dawn just looked up at him, "not a chance!" he said as he spit in his face, causing him to loosen his grip, giving Dawn the opportunity to punch him in the stomach, and knocked him off.

As he did, he turned and saw, that more and more ponies came down the alley and surrounded them, he turned and saw Iron Star punch off another attacker, and turn to him, he walked up to him, and brought out his pistol, and got it ready, as well as Dawn.

They watched as another pony walked in front of the other's, and faced the two of them.

He smiled as he looked towards Dawn, "well, you two have made quite an in scene, fighting in the middle of an alley, with homes all around, why don't we stop all this, let's not make this any messier"

Dawn just scoffed, "why would we do that?" he asked, as the leader just smiled, "well, we can always force you, you're clearly outnumbered, it's your choice" he said, Dawn just smiled and looked back at Iron Star, "you ready?" he said back quietly, Iron Star smiled at him, and Dawn turned to face the leader, "oh yes, I'm ready, but not for what you have in mind" Iron Star said with a sinister smile on his face.

"we may be outnumbered, but your clearly outmatched" he said with a smile, but was shocked when the leader started laughing, and look at him with an amused look on his face, "are we really?" he asked, Dawn was about to ask what he meant, when he felt the muzzle of a pistol, being placed at the back of his head, his eyes widened in shock, as the leader started chuckling, Dawn slowly began to turn his head, only to see that the one pointing the pistol at his head, was none other than, Iron Star, who just smiled at him.

"Iron Star, what is this, you're working for them?" Dawn asked in disbelief, Iron Star just chuckled as he began to make his way around them, and back up to the others, "it's nothing personal boss, but if I learned anything from you, it's always make the smart choice, as the old saying goes, if you can't beat them, join them" he said, Dawn's disbelief, began to become replaced by anger.

"You lying, traitorous son of a bitch! How could you, I thought we were friends!" he shouted, Iron Star just kept the pistol, aimed at him, but still answered his question.

"We still are, but let's face the facts, what chance do we have, if we choose to fight them, what hope is there, the smart thing, would be to join them, all you have to do is just lay down your weapons, and surrender" he said, Dawn looked around him, knowing he couldn't win this fight.

He looked up at Iron Star, with hate in his eyes, "there's always hope, I'm sorry you can't see that, but I would rather die, than join these bastards" he said, the leader took a step forward, "that can be arranged" he said, as he motioned for some of his group members to step forward, and attack Dawn, they charged forward, and Dawn blocked the first blow, but only, to receive a hard punch to the stomach, knocking the wind out of him, and sending him to the ground, he groaned as he was picked up by two of the soldiers.

The leader walked up to him, and smiled, he then turned and began walking away, and the others began dragging Dawn with them, as they returned to their headquarters.

After they split up, Faith kept on running, desperate to make her way to the train station, she had to get to PonyVille, and she wouldn't let anything stop her, as she continued to run, she turned down another alleyway, and stopped when she heard approaching steps.

She looked down each direction, "hello, Dawn is that you?" she asked, when she received no answer, she started to walk, and when she heard the steps getting closer, she turned around sharply again, "who's there? Show yourself!" she shouted, she got her response when she was rammed from her side, and pinned against the wall, she looked up only to see one of her pursuer's smiling at her.

"you wanted us to show ourselves, here we are, you're coming with us, but maybe we will have a little fun with you first" he said with a sick smile, Faith's eyes shot open, and she growled, she acted fast and brought her head forward, and head-butted the stallion, causing him to reel back in pain, he yelled as he pulled out his knife, and charged at her, screaming, as the other one followed, unfortunately, Faith's energy was low, and she was unable to fight, as well as she normally could.

When he was a few feet in front of her, she knew exactly what to do, she waited until he was a foot from her, she reached out her hooves, moved to the side, grasped his head and neck, and pushed him past her, slamming head first into the wall, instantly knocking him out, she smiled as she watched him fall to the ground unconscious, but the she heard the other stallion, charge at her.

She turned around just in time, to see the stallion's knife coming at her, she leaned back, but she was too slow, she cried out in pain, as the blade cut into her left shoulder, she fell back and put a hoof on her shoulder, it was already bleeding, the blade had cut deep into her shoulder, but not enough to immobilize her, the stallion charged at her again, swinging his blade wildly, he brought it down on her, but Faith raised a hoof up, and blocked it, he pounced on her, desperately trying to push the blade down on her throat, and due to her injury, Faith was failing.

She looked up at the stallion, and saw him with a sinister smile on his face, she knew what she had to do, she acted fast, and brought her back hoof, up into his stomach, his eyes widened as he lost his grip, giving faith a chance to punch him in the face, knocking him off her.

As he tried to catch his breath, Faith grabbed his head and slammed it into the wall, knocking him out as well, she stood in the alleyway, both of the attackers unconscious, and she knew she had to get out, she took a step with her left hoof, and cringed and almost fell down to the ground, but caught herself, she stood up again, and placed a hoof on her shoulder, it was leaking blood, it was hurting greatly, but she knew she wouldn't have time to properly tend to the wound, she had to get to the train station.

Being an expert in medicine, she knew exactly how to heal a knife wound, or any type of wound, but she neither had the time or the resources to heal it, she got an idea, and walked up to one of the unconscious stallions, she saw that the one, was wearing a cloak, she grabbed it and ripped a part of it off, and gently wrapped it around the wound, and tightened it, so that it would stop the bleeding.

And with that she took off into the air, and flew towards the train station.

(Manehatten, train station)

Despite her shoulder being injured, she used her cloak to cover the bandage, trying to avoid suspicion, she was still able to fly, but not very fast, and she arrived at station, not long after she left the alleyway, she looked up and down the platform, and saw very few ponies waiting for their trains, or waiting for visitors to arrive.

She calmly walked up to the ticket booth, trying not to make it look like she was limping, she walked up and saw an elderly pony behind the booth, reading a book, when she walked up, she caught his attention, he smiled at her as he lowered the book, "can I help you miss?" he asked, Faith did her best to smile, and act calm, "yes, I would like a ticket for your next train to PonyVille" she said, as she brought out a bag of bits, and paid the proper amount, and the stallion gave her the ticket, as she reached out she cringed and the older stallion noticed this, "are you okay miss, rough day at work?" he asked with a smile, she just chuckled and did her best to act innocent, "yeah, I guess you could say that" she said as she grabbed the ticket.

"so what's in PonyVille for you anyway, if you don't mind my asking" he said, she smiled up at him, "um…an old friend of mine, it's been a while since we've seen each other" she said putting the ticket in her cloak, "well, I hope you find your friend, the train will arrive in an hour's time, I hope that's not a problem?" he asked, she smiled up at him, "no that's fine, and thank you" she said as she walked away, "have a nice trip" he said to her as she walked out on to the platform, and took a seat, on a bench.

After waiting for some time, the train arrived just in time, and she walked on, handing the ticket to the conductor, she found her way on to the train, and took a seat, luckily she was given a sleeping car, it was a two day trip to PonyVille, she would use the time she had to rest, the tiredness from the days 'activities' finally caught up with her, she felt like she could sleep for a whole day, she leaned her head against the window, and slowly closed her eyes, letting sleep take her.

A/N: I wanted to upload this earlier, but I decided to wait until after the holidays, so here you are, more chapters will come later.