Chapter Two, Rainbow Dash

-The darkness can be a weapon; something you fear, something you cower from. Or it can become one of your greatest defenses. It can be a monster in the closet; or it can be a sanctuary from thine enemies. Blessed are those who covet the darkness.- excerpt from the secret book of Bemnal the Fallen

Rarity fanned herself as she sat atop the ruind ship upon her comfortable chair. She relaxed for a time until she heard some sort of... banging...

Closing her fan, she put her glasses on and headed downstairs to the bunker a little ways away with her scythe. There Scootaloo and Applejack were trying to salvage parts with a cutting torch. "tell me that was you just now..."

Applejack and Scootaloo looked to one another, "what are ya'll goin' on about? She's been right here helping meh."

Rarity scowled, "Oh I'm sure, that noise? You're trying to tell me that was somepo-" CLANG "-ny... else..."

Everypony's blood chilled, a few holes in the haul allowed for light to pool through, and there they saw a figure cutting off the lightbeams as they walked. AJ turned her torch off and Scootaloo snuck over to the holes; there she peered through and saw a figure slumping along with blood covered hands.

Turning back to the mares, she mouthed out 'Rainbow Dash!'

The three hurried over near the entrance to the ship; AJ stood just behind the opening with her scythe held ready to strike. The shadow of Dash's form passed along; the ponies gulped. AJ's breathing and heart rate sky rocketed. Her fingers were wet with sweat as she clutched the weapon. Heartbeats were like drumbs, furiously roaring out as the firgure drew near.

Just as the figure began to walk in, AJ swung the weapon; Scootaloo cried "NO!" and everypony froze just as they saw Fleur De Lis covered in her own blood, scratches, and burns. AJ stopped the weapon just in time.

"O-oh my gods! I-I thought I was the only one who escaped the crash aliv-" Gun shots fired off and Fleur's blood splattered on AJ's face. Fleur fell to the ground, dead. Behind her, stood Minuette, panting as she held the smoking gun.

Scootaloo and Rarity yelped as the pony's corpse fell at their hooves.

"It was just somepony else..." breathed Scootaloo, "it was just somepony else from the crash!"

Minuette let out a shaky breath, "shit... I... I thoguth it was her... I thought it was Dash!"

Back at the ship atop the vessel in Rarity's chair under the umbrella, Rainbow Dash took a swig of wine.

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Twilight closed a hatch within the drop ship she'd found, "no juice... it looks like it's been layed up for years." She walked over to Pinkamena, "but we might be able to adapt it to the-" "Shut up!" Pinkamena cut in.

A few silent seconds passed, "sorry, I thought I heard something..."

Twilight tilted her head, "like what?"

"... Gunshots..."

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Minuette dragged Fleur's corpse along the sled to the grave she'd been digging; not even remotely aware of Rainbow hiding behind one of the large bone columns nearby.

Minuette huffed as she dropped the sled and made her way over to the rather impressive hole she'd dug, throwing the tarp off; she saw a tiny hole prodruding form the bottom of the wall within the grave.

The pony furrowed her brows before hopping into the grave and crouching down near the hole. She pulled back some of the soil beneath it as she tried to peer into the darkness within.

Behind the column, Dash held her bone shiv.

Minuette reached back and pulled out a flashlight, she pointed it forward, flashing the light ahead. And then she saw it... her eyes bulged out as her breath cought. It grabbed her; she was yanked halfway inside the hole.

Minuette screamed, she grabbed her gun and fired it blindly as the thing ripped her flesh apart with its claws and teeth.

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AJ and Rarity were exiting the bunker cabbin when gunshots sounded throughout the air. Applejack's eyes widened, "Minuette!" she charged in the direction of the graves.

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Minuette wanted to cry from the pain she was in, but her eyes along with most of her face had been gouged out by razor claws, she continued to fire her gun, praying to the gods for just one successful hit.

More and more the creature tore at her flesh, she screemed, she yelled, she kicked and fired.

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Applejack ran and ran as fast as her legs would carry her; she sprinted through the desert until she found the tarp atop the graves; she yanked it off and saw the hole at the bottom of the grave drenched in blood.

"MINUETTE!" she cried.

Then she looked up, and there stood Rainbow Dash, staring back at her with tinted goggles covering her eyes.

AJ's blood froze as the mare stood up with the bone shiv in her hand. Dash turned away and left. Soon she was sprinting through the desert when suddenly Pinkamena tripped her from behind a bone column with her batton.

Dash slammed into the sand; as she made to get up, Pinkamena kicked her in the side turning her over to her back. Dash reached up and grasped hold of Pinkamena's leg and waist to yank her down; the pink mare fought to keep her balance and got hold of Dash's goggles, ripping them off; Dash cringed as the overly bright lights filled her vision.

Pinkamena slashed her across the face with the batton disorienting her.

"Piece of SHIT!" Pinkamena struck her again over the head.

Dash's vision was then filled with Applejack who said, "what'd yew do tah Minuette..." before backhanding her.

"WHAT DID YEW DO TAH HER?!" She screemed as Twilight tried to hold her back.

"Just kill her! Just someponny gods damn kill her before she..." Applejack kicked Dash in the head with such force she knocked her out cold.

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Twilight entered into the interior of the crashed ship where Dash sat on a chair, her arms widespread with her hands chained against the steel columns.

"So where's the body?" Twilight asked.

Dash didn't answer.

"... Well do you wanna tell me about the sounds?"

Still nothing.

"Look, you told Pinkamena you heard something..."

More silence.

Twilight sighed, "that's fine... you don't wanna talk to me, that's your choice, but JUST so you know... there's a debate right now as to whether or not we should just leave you here to die." Twilight turned to leave.

"You mean the whispers..." Dash said quietly.

Twilight turned around and slowly made her way back, "what whispers?"

"The ones telling you to go for the Sweet Spot just to the left of the spine, fourth lumbar down; the abdominal laorta..." Dash answered.

Twilight sighed as she put her hands on her hips.

"It's a metalic taste, blood... copperish, if you cut it with peppermint snaps it-" "do you wanna shock me with the truth now?" Twilight cut in.

Dash slowly turned to look at her, "all you ponies are so scared of me... most days I'd take that as a compliment... but aint me you gotta worry about now..."

Most of the mare's face was still covered in shadow.

Twilight stared, "show me your eyes Rainbow..."

Dash smirked, "you'd have to come a lot closer for that."

Despite the shaky breath that made her lip quiver, Twilight slowly stepped near.

"Closer..." Dash said.

Twilight rubbed the sweat on her palm off against her pants and drew even more near.

The Unicorn yelped when Dash hopped up causing her shackles to rattle against the metal as her face stood inches away from Twilight's her magenta eyes shimmering like a flourescent cave mushroom.

Twilight backed up as her breath cought.

Dash turned to the side, over in the corner stood Scootaloo, "where the hell can I get eyes like that?!" she asked excitedly.

"You gotta kill a few ponies." Said Dash.

"Kay I can do it!" replied Scootaloo as she stepped near.

"Then you gotta get sent to a slam where they tell ya you'll never see daylight again... you dig up a doctor, you pay 'em twenty menthol cools... to do a surgical shine job on your eyeballs." Dash explained.

Scootaloo smiled, "so you can see who's sneaking up on you in the dark..."

"Exactly!" Dash replied with a smile of her own.

"Leave!" Twilight snapped at Scootaloo who frowned before exiting the ship.

"Cute filly." Dash said to Twilight before sitting back down, "did I kill a few ponies? Sure... did I kill Minuette?... no... you got the wrong killer."

"She's not in the hole," Twilight began with a glare, "we looked."

"Look deeper."

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The ponies made their way to the grave site. "Let me tell you what I think happened," said Pinkamena, "I think she went off on the chick and burried her somewhere in the hills and now she's got you believing there's something else out there."

Twilight shook her head, "well, let's just be sure."

Pinkamena sighed, "look, murders aside, Dash belongs in the asshole hall of fame, she loves to jawjack and she loves to make you feel afraid 'cause that's all she has. And you're playing right into-" "You know what?! I don't even know why I'm trying to explain this to you." Twilight cut in, "I mean, you're a cop, for gods' sake, we couldn't find her body."

Scootaloo chewed on her lip, "hey, I'll go!"

Twilight turned around walking backwards, "look, nopony is going in there but me."

Pinkamena put her hands on her hips, "look, being ballsy with your life doesn't change what came before, it's just stupid."

Twilight's eye twitched, she whirled around, "what? Do you think I'm trying to prove something?!"

Pinkamena stared into her eyes, "well are you?"

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At the grave, Twilight began to dig through the hole as Fluttershy held onto a rope secured to Twilight's waist. She slowly crawled through the cave with her flashlight; not ten feet in she found Minuette's broken light.

Crawling along further, she found herself inside of a large underground cave, a network of tunnels filled with a black hardened goup that looked oddly familiar. There were holes punching through from the ceiling allowing beams of light to shine through; most likely from the stone chiminies of the rock spires above.

Twilight continued to gaze around as she stood up and walked through the area, her flashlight shining through the darkness, she made her way to one of the chiminies and peered skyward. "They're hollow..." she whispered to herself as she inspected the spires.

Behind her on a far wall, a black creature steathiilly crawled along the hard slime covered surface. It's sudden movement caused a few specs of dust to fall upon the ground.

The sound made Twilight jump, she spun around and held her flashlight to the wall. Nothing there...

Fast crawling from behind her... she whipped around yet againg to find more bare walls.

Twilight swallowed hard. Against her better judgement, she made her way towards the walls. And then she thought she saw something... she made her way over towards the... well... whatever it was... and saw... a hoof? Minuette?! She drew closer. But then stopped as she saw the hoof wasn't attatched to anything but blood covered and severed bone.

Twilight's heart stopped... then something moving almost faster than her eyes could percieve, sprinted past her vision; she yelped, dropping the flashlight and skittered backwards.

Twilight's body pressed against a stone column as squeaks, clicks, and almost sing-song moans rang out in the cave.

Looking around, she could see them now, faint backdrops against the walls... black chitenous creatures, hundreds of them all writhing like a can of worms. Of course... she recognized them... Changelings... but these weren't like the fossiles she'd studied back on Equis, ones that fed on love with large blue eyes and faerie wings.

No... these things were large, almost taller than Twilight, lacking any eyes whatsoever, their maws jutted out to an almost unnatural length with girth to match; like a raptor's mouth. Rather than two large fangs for administering sedatives, every single one of their teeth were large and seraded showing that by whatever evolutionary terms existed on this planet, these Changelings developed a hunger for physical flesh.

Their wings were leathery and large like a Dragon's and from their heads prodruded two large poles like that of a hammer head shark; fist sized bulbous glands at the end of each, glistening. Their tails, long and split into four tendrils flicking about granting them incredible dexterity and balance.

Twilight turned towards the endtrance only to see another Changeling scuttle its way inside a hole just to the side of the tunnel entrance... no way she was taking that risk...

Their disturbing screeches filled the air as Twilight turned and made her way to one of the chiminy spires; she began to climb it's length with fervency; the light at the top of the spire shining like salvation as she climbed.

But then the rope attatched to her cought; she grabbed and tried to yank it higher; down below, that clicking... the echoing growls sounding more like a ghostly wail...

The rope suddenly yanked forcing Twilight downwards, she screemed as her body slid down through the spire. Dust falling over her face, her hoof cought on the stone at the bottom of the chiminy, she grabbed her safety line and yanked, pulled, tugged, as the calls of the Changelings sang out like a disturbing symphony of hunger; each call awaking the next creature and so on.

All of them singing out in their Hive Mind a single word; uncomprehencible to Equine ears; but one didn't need to be a genius to work it out: Food.

Twilight's eyes shifted around as her breathing became sporadic, she called out to the top of the spire, "I'M IN HERE! I'M IN HERE!"

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Outside, the ponies nervously sat. Fluttershy furrowed her brows as she drew near to the hole, "... thought I heard something..."

Scootaloo's eyes narrowed as the slightest, faintest sounds of a mare's voice called out around the desert.. she turned and looked around at the hundreds of rocky spires...

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Twilight was crying hysterically; tears and snot pouring down her face as the clicking below turned to gutteral snarls and hisses; more pressure yanking on her safety line, "PLEAASE! OH GODS HELP ME!" she sobbed and wailed as her hands and hooves pressed against the edges of the spire with all her strength, refusing to let go lest she fall into the starving swarm.

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Scootaloo stood up and looked around, "I know I... hmm..." her ears twitched as that faint sound called out yet again.

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Twilight cried and pleaded; the Changelings becoming ravenous now as they tugged and yanked the safety line in all directions. Her mind spazmed in panick.

'I don't wanna die... I don't wanna die here... I don't wanna die like this...'

Twilight's adrenalin pumping through her veins, her mind flaring with a thousand thoughts; focusing on one; survive... fight... live...

"I'm not gonna die here... I'M NOT GONNA DIE HERE!" she grabbed the rope and yanked with a beserker battle cry as she forced her way up the spire with all the strength of a desperate mare on the verge of death. Shrieking out a crazed mix of terror and rage. Bit by bit, she climbed higher and higher.

And just then, the wall of the spire busted inward, Twilight coughed and spat out the dust; arms reached in through the hole and Twilight clasped onto them with a vicegrip.

Together, Pinkamena and Fluttershy pulled her out of the spire.

"Gimme your hand! Gimme your gods damned hand!" they pulled her out of the chiminy and into the light of day within the sandy desert.

"I heard you Twilight! I heard you first!" Scootaloo exclaimed as the two mares dragged Twilight away from the spire. All of them spoke at once.

"What's down there?" "What is it?" "are you alright?" "did you see Minuette?" "Twilight, are you OK?"

Twilight fell to her hands and kneese when the mares released her, "FUUUUCK!" she panted, "that was so FUCKING stupid!..." she panted, "I don't know... what the FUCK is down there... but it got Minuette, and it almost got MEEEE!" she yelped as her safety line went taught and began dragging her back to the spire, she flailed her arms and legs and screemed.

She was neary dragged down the hole of the spire when she jutted her heands and hooves out catching on the edges of the hole. The ponies rushed over; Pinkamena grabbed her and yanked against the tugging force as she yelled, "GET IT OFF ME!"

Fluttershy pulled out a knife and sawed against the rope.

"GET IT OFF ME!" Twilight cried hysterically as the strength of the Changelings won out against Pinkamena and she was nearly dragged down the hole again, "GET IT OFFF MEEEEE!"

Finally the line was cut and rocketed down the spire like a bullet.

The ponies looked down the hole as Twilight fell to the ground, sobbing, to see a few of the Changelings dogpile onto the severed rope; but upon realizing there was to meat, they screeched and snarled before rushing off to the sides out of sight and back into the dark depths of the cave.

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Rainbow Dash chuckled, "finally found something worse than me huh?"

Pinkamena stood in front of her, "so here's the deal... you work without chains, without bit, and without shivs... you do what I say, when I say it-" "for what?" Dash cut in, "so I can go back to some asshole in a cell? Fuck you..."

Pinkamena sighed while rubbing her forhead; "look, the truth is... is I'm tired of chasing you."

Dash looked up at her, "are you saying you'd cut me loose?"

Pinkamena shrugged, "I figure you could've died in the crash."

Dash stared at the mare for a good long time, "... my recomendation, do me. Don't risk the chance I get shiv-happy on your wannabe ass."

Pinkamena frowned, "OK." she said almost as if calling a bluff.

"GHOST ME MUTHER FUCKER! That's what I would do to you." Dash responded instantly.

Pinkamena pulled out her shotgun and fired.

...

...

...

Dash pulled her arms down, the now severed chains fell to the floor.

"I want you to remember this moment..." said Pinkamena, "how it could have gone and didn't." she held Dash's goggles up to her.

Dash stood up to grab them, but then quickly snatched Pinkamena's shotgun and pointed it at her.

Pinkamena held her hands up, "Dash..." "FUCK YOU!"

...

...

...

Dash held the gun right to Pinkamena's throat; the gun shaking as anger waged war with survival instinct. Kill Pinkamena now and be done with her? But she'd need her good word to travel amongst the others... security codes she might need, knowledge she could gather, all of it would be unatainable if she pulled the trigger... but at the same time... just a single act and Pinkamena would be gone from her life for good.

Decisions, decisions...

"Do we have a deal?" Asked Pinkamena.

Rainbow Dash sighed, "... I want you to remember this moment..." before tossing the shotgun on the ground and snatching up her goggles.

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Everypony grabbed as many supplies as they could gather from what remained of the ship; then they collected a fuel cell and moved on. "Just one?" Fluttershy asked.

"For now." Twilight answered.

The group made their way through the desert; everypony carrying something and Dash dragging the heavy fuel cell.

Applejack walked next to Pinkamena, "so... Ah guess she's counting her fingers thinkin' she's one o' us now?"

Pinkamena chuckled as they traversed the sand, "I didn't say that, but at least this way I don't have to worry about you all uh... falling asleep and not waking up heh heh..."

"So can I talk to her now?" Scootaloo asked, who was now wearing a pair of swimming goggles on her face.

"NO." both mares answered sternly.

As Rarity walked, one of her bottles of alchohol fell out of her bag and slid along the sand, "oh blast it!" she turned and reached down to grab it when Rainbow Dash picked it up. Rarity found herself face to face with the killer who towered over her.

Rarity cleared her throat to calm her nerves, "Rarity, antiquities dealer, entrepeneur." she held out her hand.

Rainbow Dash stared at it for a while before grabbing it, "Rainbow Dash, escaped convict, murderer."

Rarity gulped.

Rainbow uncorked the bottle.

"Th-that's a particularly good charaz, it-it-it's a lovely drop, very expensive."

Dash downed the entire bottle in one go.

"By all means... help yourself..."

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At last the ponies arrived back at the escape ship.

"Normally I can appreciate antiques, but this... this is something else..." Rarity quiped as she pointed her thumb at the ship.

Pinkamena chewed on her saliva thoughtfully, "it'll work."

Twilight brought out her pack, "there's nothing we can't repair so long as the electrical adapts."

Applejack sighed, "well... it aint no star jumper..."

"Doesn't need to be." Chimmed Dash, "take a two seater like this back to the soul track shipping lanes, stick out a thumb... bound to get picked up... aint that right Captain?" she looked to Twilight.

Twilight turned to Pinkamena who was also staring at her. Then she looked away, as of late, both mares were intimidating enough on their own, but both of them she just couldn't handle; "can I have a little help here?" she asked AJ and Rarity.

Rainbow Dash walked towards the group when Pinkamena halted her tracks, "woah, woah, woah... do me a favor... check these containers out and uh... see what we can patch these wings up with..."

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Inside the now illuminated research facility, Scootaloo fished around the random containers; squeaky toys, science equipment, pictures of families, clothes... rainbow hairdye-wait WHAT?! Scootaloo stared at the bottle...

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Outside, Fluttershy stared intently at the water tap, it was now or never... she made the last few adjustments to the atom converter and prayed...

A tiny drop fell, then another, then another, and soon a stream poured out.

The Zebra foals cheered as they cupped the water in their hands and drank.

"Allright, allright, my turn." Rarity fussed as she brought cups under the tap.

Back inside the escape ship, Twilight rewired the circuitry; looked to be adapting well she noticed with relief.

Twilight smiled hapilly, "we are... getting there!" Applejack returned the smile as she helped rewire the ship.

Twilight walked up to the motherboard, "so! We've got enough power for systems check but we'll still need more cells." she flipped a few switches.

Pinkamena walked up and leaned against the side of the ship, "how many are we talking about?"

"Uuumm... hmm..." Twilight put her hands on the consol as she rand some calculations through her head, "let's see, we got a 90 gig draw, the other... ship takes 20 gig cells so that'd be five..." she turned to Pinkamena, "five total, to take off."

Pinkamena sucked on the inside of her cheek, "35 Kilos each..."

AJ frowned, "wow, that's a pretty heavy load... well, ya'll know that old Sand Cap out there? Ah just might be able to get it workin' again."

Pinkamena nodded, "ya, do it if you can, but if you need help..." she looked around, "... where'd Dash go?"

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Rainbow explored the research sight, she looked around at the abandoned buildings... the trinkets and sundries strewn about...

Above her ontop of one of the buildings, Scootaloo looked down, her mane now died the same rainbow as Dash's. She turned to one of the Zebra foals following her, "let's go."

Dash knelt down and pulled out an object form the sand, shaking it off; she turned and picked up a pair of glasses...

Then she made her way to the storage shed and grabbed hold of the door handles; giving them a few tugs revealed that it must have been locked form this inside. Dash looked through the window and saw chains looped through the handles locked with a padlock. Weird... who locks a storage shed from the inside?

The Zebra colt snuck around to the side of the shed and found a tiny plate of the building's metal worn from age, he crawled in underneath and stood up. The place was dark and empty... and it smelled bad...

Outside, Dash moved a nearby tarp covering a part of the large building to show the words CORING ROOM

Then she heard a whistle and turned to see Pinkamena, "you're missing the party," she then slapped her leg as if calling a dog, "come on girl."

Dash's eye twitched underneath her goggles, she then ripped the tarp down exposing Scootaloo who gasped.

Dash turned to her, "you're missing the party come on!" before turning to leave.

Scootaloo dropped her head with a groan.

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Inside the main research facility, Fluttershy said a paryer of thanks before handing out glasses of water.

Scootlaoo then walked in and lifted up her goggles before grabbing a glass.

Rarity did a double take as she took in the sight of Scootaloo's goggles and rainbow mane. The rest of the ponies gave each other looks.

"What?!" Scootaloo demanded.

Rarity rolled her eyes, "it's the winner of a look alike contest."

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The Zebra colt searched around the inside of the room as the circuits began to spring to life. With the wire adaption in the ship and and research lab, the solar pannels in the Coring Room restored themselves to their natural purpose and soon circuits and lights and screens flashed on around the colt.

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Rarity rubbed her chin, "what were these ponies, miners?"

AJ shook her head, "nah, looks like geologists" she held up one of the rocks in a pair of pincers, "ya know... advance team? Checks the planet from rock tah rock 'afore the colonies head in?"

Twilight shook her head as she walked over, "then why'd they leave so much stuff here?" she leaned her hands on the tabled, "why'd they leave their ship?"

Everypony stayed silent...

Fluttershy searched around for one of the three colts she was escorting having just realized his absence.

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Up above the colt, a few Changeling hatchlings scuttled around as the darkness in the building gave way to a dim light from the electronics.

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"It's not a ship," Pinkamena countered, "it's a Skiff, and it's disposable really."

Rarity nodded, "it's more like an emergency life-raft."

AJ also nodded in agreement, "ya... they prabably had a drop ship take 'em off planet."

Dash chuckled, "these ponies didn't leave, come on... whoever got Minuette got them... they're all dead."

Rarity gulped. AJ's head dropped.

Dash turned to the group, "you don't really think they left with their clothes on the hooks... photos on the shelves..."

AJ glared at her, "maybe they had weight limits! Ya'll don't know!"

Rainbow chuckled as she shook her head, "I know you don't prep your emergency ship unless there's a fucking emergency."

Scootaloo nodded, "she's fucking right."

Pinkamena scowled at her, "watch your mouth."

Twilight slumped her back against the wall, "she's just saying what we're all thinking." She turned to face Dash, "so what happened? Where are they?"

Rainbow didn't get a chance to answer as Fluttershy entered, "has anypony seen the little one?" she called out his name. Dash looked around, "has anypony checked the Coring Room?"

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The Colt watched with a fascinated gaze as the the ceiling opened up to let the full sunlight it. As soon as the light pierced through, the Changeling hatchlings screeched and flew about the place in a berserk rage.

The colt screemed.

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Everypony in the research facility shot up at the sound and looked to oneanother. Universally, they all got up and charged for the Coring Room.

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The colt yelped and batted his arms at the tiny creatures as they picked at his flesh; soon he found a nearby door and ran through into the locker room.

He quietly panted and slowly relaxed... then he heard growling from behind.

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Pinkamena fired to shots form her shotgun at the door before kicking it open. The ponies entered and searched around.

The place looked as deserted as all the others; a large dome of an area with computers and locker rooms; and a well leading down underground to collect samples.

Fluttershy called out for the colt with no response.

Quiet hisses sounded throughout the room. Fluttershy jumped as loose bits of tarp from above the cellar fell over her.

Everypony felt on edge...

Then Fluttershy saw one of the locker room doors shaking ever so slightly; she gradually made her way to the doors and slowly placed her hands on the handles. When she lightly pulled against it, the doors flung open knocking her down as hundreds of Changeling hatchlings raced out into the building.

The ponies screamed and rushed out the doors; Pinkamena whipping her gun around as they went.

After a few seconds and several cries from the Changelings, she entered back in to see the last of them dart down the cellar.

Fluttershy crawled on the floor as the ponies gently called out for the colt. Fluttershy yelped when a dead Zebra's form fell to the ground, skelaton picked clean to the bear bone.

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Outside, Fluttershy and the other two Zebra colts gave a small funeral for the dead foal.

Back inside the Coring room, the rest of the ponies gathered around the well. Pinkamena lit up a flare and dropped it down the shaft. Down and down and down it went, far beyond what ponies had built into the soil and finally it landed in a pile of bones that completely covered the cave floor.

"Other buildings weren't secure." Dash said as she crouched in an eagle perch above the well, "so they ran here... heaviest doors. Thought they'd be safe inside... but they forgot to lock the cellar."

The ponies let out tired breaths and meandered about the place. Dash sat on a bucket nearby and peered around when AJ drew near. The Earth Pony sighed before tossing Dash her respirator, "here."

Dash inspected it, "When it's broken?" and tossed in at AJ's hooves.

AJ scowled, "no there's still a few hits; actually ya asshole, Ah'm tryin' tah say Ah'm sorry."

Pinkamena walked by with a raised eyebrow, "Ok... let's board this place up and get the hell outta here..." and walked away.

AJ glared at Rainbow for a few moments with her arms crossed before kicking the respirator back over to Dash and leaving.

Pinkamena made her way over to Twilight, "whatever the fuck those things were, they seem to stick to darkness; so if we stick to daylight we should be alright-"

Twilight ignored her as she picked up a tag next to one of the mineral containers: CORE SAMPLE NO: 9275/88/743.

"-OK? Let's go." Pinkamena turned to leave.

"Twenty two years ago..." Twilight said absently causing Pinkamena to turne around, "huh?"

Twilight shook her head, "these coring samples are dated... last one's twenty two years ago... this month..."

Pinkamena rubbed her face in agitation, "'K is there something special about that Twilight?"

Twilight leaned against the table, "I don't know... it could be..." she remembered the model and rushed out of the Coring Room to the research facility.

Meanwhile, Rainbow Dash picked up the respirator from the ground and slung it over her shoulder.

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Back inside the research lab, Twilight moved the planets around on the model, forcing its cycle as the counter ticked the years away.

1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 1, 12, 13, 14, 15, 16, 17, 18. 19, 20, 21, 22...

Then she reached it... a brief moment along the planetary alignment, the other two planets blocked off the three suns from sining down upon the world they stood on.

"Eclips..." Twilight breathed. She moved the moddle on forward for what must be several days but still the suns did not shine upon the planet.

Dash smiled, "you're not afraid of the dark are you?"

XXXXX

"Can you get the cells?" Twilight asked as she made her way to the Skiff, "I still have to patch the hull and check up on the-" "wait on the power cells." Pinkamena cut in.

Twilight frowned, "why? Wait for what? For when it's so dark we can't find our way back?"

"None of that's gonna happen yet so let's not get over excited." Pinkamena responded.

Twilight turned on her hooves, "just get the fucking cells Pinkamena! What-what is the discussion?"

Pinkamena smirked, "maybe I should tell you how Rainbow escaped."

XXXXX

Inside the Skiff, "She can pilot?!" Twilight balked.

Pinkamena nodded, "best damn flier I've ever seen, on and off a ship; she jacked a prison transport and had a good run before I tracked her ass down."

Twilight silently pondered for a moment, "OK, OK, maybe that's a good thing? I mean, she can help us... navigate or something."

"She also figured out how to kill the pilot." Pinkamena quiped.

Twilight sat down with a puff of air, "look you said we could trust her, you said you had a deal Pinkamena."

Pinkamena shook her head, "and you may have noticed, but change don't work on this chick. Now, the only way you ponies are truly safe, is if she believes she's going free... let's just say she stops bel-" "You mean if she realizes we're gonna royaly fuck her over-" "now I want you to just listen to me for a second... if we bring the cells up at the last possible minute... when the wings are ready and we know we're ready to l-" "You know, she hasn't harmed anypony, as far as I can tell, she hasn't even lied to us. Let's just stick to the deal Pinkamena." Twilight leaned back against the wall.

"NOW SHE'S A KILLER!" Pinkamena snapped, "and the law says she has to do her bid, there is nothing I can do about that, you hear me?"

Twilight stared, "you're dancing on razor blades here."

Pinkamena sucked her bottom lip in and bit it as she looked away, aggravated, then she looked back, "I'm not gonna give her a chance to grab another ship... or slice another pilot's throat." she stood up, "not on my watch." and left the ship.

As she got up and began to leave, Pinkamena pinched the bridge of her nose and groaned lightly as a wave of nausia overtook her. She slumped her way outside and leaned against the Skiff before vomiting.

Nearby, Dash used a metal shiv she'd fashioned to slice off the excess tuffets of her mane that had grown during her imprisonment. "Bad sign," she commented, "shaking in this heat."

Pinkamena unsteadilly turned to her still using one hand propped against the Skiff for support, "I thought... I said no shivs... shiv..." she felt another wave of vomit snaking its way up her stomach as Withdrawl symptoms began to wrack her system.

Dash 'tch'd, "this? This is just a personal grooming accessory."

XXXXX

Back inside the Skiff; Twilight closed the docking hatch before running the sytsems through a diagnositics check. She sat in the pilot seat as the computer read: TESTING HAUL INTEGRITY

"Thiiinkiiiiiiing." she slid the chair back and turned to get up when she nearly jumped out of her skin as Dash stood in front of her.

"Looks like we're a few shy..." Dash commented as Twilight's body froze in anxiety and fear, "fuel cells I mean..."

Twilight forcibly steadied her breath, "they're coming."

Dash took a few steps forward as she nonchaulantly spoke, "it's strange not doing a runnup on the main drive yet..." she took her respirator off and put it on one of the nearby bins. "unless..." she continued, "unless she told you... the particulars of my escape."

Twilight swallowed and dared to take a few steps forward with sweat building up against her skin, "I got the quick and ugly version..."

"Now you're worried about a repeat of history..."

Twilight's hand moved over to a screen and pressed a few buttons to try and hurry the diagnostics along. "it has entered our minds..." she responded quietly before returning to her practice of focibly slowing her breathing.

Dash now stepped even closer, "I asked what you thought..."

Twilight swallowed again and took a few calming breaths, "you scare me Rainbow, that's what you wanna hear isn't it? Now can I just get back to work?" she then turned around and made to move back to the pilot's seat when Dash spoke again, "I've been meaning to catch up with you alone... unrestrained..."

Twilight could see the screen bearing the measureements as the diagnostics ran its scan.

Rainbow Dash leaned against the wall just to the right of Twilight's back, "ya think... ya think Pinkamena's a do-right-mare? You think I can trust her to cut me loose?" she asked.

And there it was, once again the paralyzing fear flowing through Twilight's veins. Like a wolf drinking from a river only to realize that there's a venomous snake hiding under the water.

Twilight took a few moments to unglue her tongue from the roof of her mouth and spoke, "why... wh-what'd you hear?"

Dash sighed, "whelp... guess if it was standard police proceedure... she'd just... ex me out huh? Kill me... then again... I AM worth twice as much alive."

All of Twilight's fear paused for a moment in confusion. 'wait... WHAT?!'

Dash brought her face inches away form the side of Twilight's cheek, "oh, but you didn't know that did ya? You're Pinkamena's inner cop."

The screens were at around 50%

"She's got that nickel slick badge..." Dash moved her head around to the other side of Twilight's head, hot breath tickling the Unicorn's ear and making it twitch, "and that blue uniform..."

The snake was slithering around the wolf's legs as it tried to stay as still as it could; the serpant climbing up and coiling around the Lupine.

"But she's just a merc." Dash said in an almost angry voice. Her head moved back to the right side of Twilight's head, "and I'm just a payday."

The snake slowly coiled around the wolf's neck, its tongue flicking out as it hissed.

"That's why she won't kill me see... creed is greed-" "DON'T... waste... my time..." Twilight cut in, "we're not gonna turn on each other no matter how hard you try." and sat back down in the Pilot's seat.

And just like that, the wolf shrugged the snake off like a dog drying its coat and left.

Twilight flipped a few more switches when Dash leaned on the chair, "I don't truly know what's gonna happen when the lights go out Twilight. But I do know... once the dying starts... this psycho-fuck family of ours is gonna tear itself apart~" she sang out before leaving towards the exit.

Twilight's head dropped against the seat with a long sigh of relief.

"Ever wonder why Pinkamena shakes like that?" Dash asked from the docking hatch, "ask Her... and ask why your Dragon friend had to scream so painfully before he died.

The screen beeped, HULL INTEGRITY 100%

The docking hatch opened, Dash grabbed her respirator, and left.

XXXXX

Pinkamena sat inside one of the research buildings, she pulled out what looked like a shotgun slug and opened it to reveal two shots of morphine. She precariously took the small vial out, and loaded it into a syringe gun before pushing the nob to flick out the needle.

Then, with the practiced ease that came from hundreds of past experiences, Pinkamena broought the needle towards the inner corner of her right eye and dug the needle into ther brain nerves before administering the drug.

She took the needle out as sher body relaxed in appreciation, her jitters settled down, the nausia disappeared, and the searing pain in her back died down as she moved her jaw around.

"So who are you really?" Twilight asked as she walked in with arms crossed. "You're not a cop are you?" it wasn't a question, it was an accusation.

Pinkamena turned to her with a drunk expression, "I nev shed I wash Tiligh" she slurred.

Twilight sighed, "no, you didn't..." it was true, Twilight just saw the badge and assumed, but Pinkamena had never outright claimed to be an officer of the law. She walked over to the 'ammo' case and pulled out one of the slugs. Opening it, she scowled in disgust, "and you never said you were a hype either." she tossed the slug on the ground.

Pinkamena stretched and cracked her neck, "you have a 'ittle caffffine in the mornin', I have a little morphine... so what?" she said, her speech only now beginning to recover.

Twilight grabbed another cannister and fingered it, "ya you got two mornings every day, wow; you're born lucky." she said sarcastically.

"Is that a problem Twi-" Pinkamena began to say in her lucid state when Twilight whipped around and shouted, "NO, IT BECOMES A PROBLEM, when you let Spike die like that!"

Pinkamena looked away.

Twilight seethed, "you have enough drugs hear to knock out a fucking elephant."

"Spike was already dead," Pinkamena turned back to Twilight, "his brain just hadn't caught on to the fact."

Twilight balked, "Is there anything ELSE I should know about you?!"

Pinkamena turned to the side and spat.

Twilight started to walk away, but turned to glare at the mercenary, "you know I... I am letting you roll the dice on our lives it is not unreasonabl-" Pinkamena snatched Twilight's hand, stood up, and pressed it aginst her lower back.

"You feel that?" she asked.

Twilight's hand sensed a large long bump a little to the left of the Pinkamena's spine pushing agasinst the skin.

"That was my first run-in with Dash. She went for the Sweet Spot and missed. She even left a piece of the shiv in there Twilight... I can feel it, pressing against the cord... so maybe the care feeding my nerve endings is my business..."

A few silent grim moments passed...

"... it's just that you could have done something... and you didn't..." She turned to leave.

"Ya well, look to thine own ass first right Twilight?"

Twilight glared at the wall, "fuck you." and left.

As she exited the building, two of the Zebra foals ran in, "Captain, Captain!"

Twilight held her hand up in agitated exhaustion, "I'm not your fucking Captain." when she left, her mouth dropped at the sight before her... the gass giant was clearly visible in the sky... and it was ever so slowly creeping into position to block out the sun.

The rest of the ponies gathered and stared with grim looks of slight horror as the seconds ticked away.

"What do mine eyes see..." Rarity breathed.

Applejack locked her gaze in a stalwart position, "if we need anythin' from the crash site, Ah suggest we get it now; that Sand Cap is solar powered."

Indeed... it seemed that time was turning against them...

They grabbed a few minor supplies and hopped up onto the Sand Cap.

Scootaloo looked around, "where's Rainbow Dash?"

"Leave her!" Said Rarity, "she wouldn't wait for us."

And then Dash landed from the sky onto the Sand Cap.

Rarity paused, "... thought we'd lost you."

AJ started up the Sand Cap and called out, "PINKAMENA! We're leaving!"

Pinkamena gathered up her equipment, including her morphine. She left the building to see the Sand Cap passing by and hopped up onto it.

As they rode across the desert, Scootaloo smiled at Dash as she put her swimming goggles on. Dash pointed forwards with a twitch of her finger and the filly looked to see some over hanging bones.

"WOAH!" Everypony ducked as the Sand Cap shattered the skelatons. At last they arrived near the crash site and everypony hopped out of the vehical; hurrying into the crashed ship.

But Rarity hurried off towards the bunker cabbin, "where are ya'll goin'?" AJ cried out.

"I just..." she panted, "got to get a few things... I'll only be a few minutes."

Inside the ship; the ponies hurried to grab the fuel cells as Scootaloo stood outside staring at the planet as it rose to eclips one of the two yellow suns...

AJ backed the Sand Cap up against the ship, but it's solar pannel dome began to spitz and flicker... not good... Dash, Pinkamena, and Fluttershy hoisted the cells and brought them down to the Sand Cap as Scootaloo and AJ desperately tried to clean the class dome above the whirling solar pannels.

Faster and faster they moved... the tension rose as the rings of the gass giant clouded the suns... and then the solar pannels stopped... there was still some faint light as the sun's radiation shone through the rings of the planet... but the temprature suddenly dropped... things got darker...

And an unearthly screech filled the sky from the direction of the grave and chiminy spires.

Each of the ponies looked around to each other in confusion, fear, anxiety, or in Dash's case, a strange calm.

More sounds, moans, sing-song wailing, and clicks.

They ponies looked on to see black dots soar out of the spires and into the sky until soon there were contless black tendrils licking the heavens as the shrieking creatures soared and turned and flew forming a black cloud that loomed over the equines.

Pinkamena found her voice, "how many are there?" she asked quietly.

Dash gazed upon the thick ropes of black spewing from the spires; like black sand falling through an hourglass. Each individual one, a monstrous carnivorous animal searching for prey to feast on. Beasts of the darkness; molded for hunting, for killing, with no weapons and no tools; just starving children of the Pitch Black darkness.

"Beauuutiiifulllll..." Dash whispered out to the fading light.

Fluttershy's jaw quivered, "by the gods..."

The Zebra colts shook and cowered behind the Druid.

Everypony was so enraptured by the death cloud that they almost didn't notice them begining to rush towards their direction.

"PONIES!" Rarity shouted, "JUST A SUGGESTION! PERHAPS YOU SHOULD FLEEEE!"

The ponies turned high tail and sprinted. Except for AJ, Pinkamena, and Dash. One paralyzed with fear, one a deer in the headlights, and one staring in fascination.

"Come on!" Fluttershy said as she smacked Pinkamena's back which seemingly woke her form her stupor.

Only AJ and Dash were left. Dash's body shaking, she finally shook her head and realized she was being left behind "SHIIIIT!" she screamed and forced her legs to move. And then Dash too, moved.

The five mares and two colts raced along the desert towards the bunker cabbin where Rarity stood as the tendrils of black soared down towards them like a slithering snake charging at a fleeing rabbit.

"COME OOOON!" Rarity encouraged as she beckoned with her hand.

First the colts arrived as they were the first to start running, then Twilight, then Fluttershy, then Pinkamena.

Lastly, AJ and Rainbow charged as the Changelings neared them; racing through the skies like Death upon the wind.

"GET DOWN!" Twilight roared.

AJ and Dash each dived into a low dune as the beasts raced over and past them.

Dash kept her body limp and relaxed against the ground as she lowered her breathing and minimized her movement.

AJ whipped her head around searching for another possible creature neaby. She didn't see any...

"No... no..." Twilight whispered, "don't get up..."

Yet that's exactly what she did. She hopped up and charged for the cabbin.

"NO! JUST STAY THERE!" Scootaloo cried.

Rarity held her back.

Dash's ear twitched, she switched from laying on her side to laying on her back in split second just as hundreds of Changelings wooshed past her, inches away from touching her body.

Applejack only made it a few yards when the Changelings caught her, first she was knocked to the ground, then she tried to get up and her waist jerked forward as the monsters piered into her lower back; some tugged on her torso; tearing off flesh and ripping bits of bone apart while others yanked on her legs; and still some continued to bombard her lower back at ferocious speeds.

Twilight was horrified to see that these weren't even the large adults that she'd seen in the caves, these were just the tiny hatchlings.

AJ screemed as she was literally torn in half, split at the waist and continued to screem even as her torso was whisked away into the sky.

The their prize, the hatchlings raced off to the hills fighting over a few bites and vanished from view.

Rainbow Dash slowly stood up, looked around, dusted herself off, and made her way to the cabbin.

Rarity was shaking in horror and Scootaloo was balling her eyes out.

Finally, Rarity found her voice, "p-please I think we should go inside... we... we have to go inside, come one close the door! Let's go!"

Twilight stared off at the distance as Dash hopped into the metal compartment. The Unicorn's mouth hung open in disbelief. But that sing-song moaning returned, a horrifyingly cute melody of vocalization like that of a whale but at a much higher pitch. It seemed almost mocking that such horrible beasts should make such a sweet sound.

The spires began cracking and falling apart as the adults came out to play. Dash took off her goggles, and her shining eyes saw through the darkness with perfect clarity; the grave site dissapeared as the columns shattered and contless adult Changelings took to the skies.

"What is it Dash?" Twilight dared to ask, "what do you see..."

Rainbow smiled, "like I said... it aint me you gotta worry about."

The creatures called out.

The planet rose, the rings went over the sun letting it shine for just a few moments in which the creatures cried in fury. And then... the planet itself eclipsed the sun...

And everything was Pitch Black.

****/*************