Notes and stuff: well ok, i'm back but I've noticed some problems with the fic if you already haven't The first thing is scene changes. For some reason the lines are not showing, so i will fix that soon. The other is Amisive's name, its actually Ammisive. Nothing to major. Third, the comment about season three not being included was not entirely true. I have only excluded the Trixe, Discord, and season final episodes...and any other episode that wouldn't make scene in the fic. One last thing, i have a new editor that is doing great so far. He's up to chapter 11.B with editing, i just need to re-upload them.

Reminder: there was some confution with the chapters i've posted two weeks ago, what i did was post two chapters at once. So if you havent read chapter 11. A please do so.

Chapter 12.A : Forming the rebellion.

One day after the battle

"She flew off in that direction my lord…that was the last time I saw her." Amisive said, pointing with his hoof.

"So Rainbow Dash has gotten involved…she always was stubborn." Dark Fire said to himself.

His horn started to illuminate faintly as he secluded himself.

"Do you two have any knowledge or eyes in the Everfree forest?"

"We had a castle there once…we believe it is still there." Nightmare responded.

"What about you Chrysalis."

"I might have a few drones there, I'm not sure though." She replied, doubtful.

"Then send some drones there for a reconnaissance then. Meanwhile, Nightmare will regain her castle and use it as a base. Those are your orders…uh, bye." Dark Fire said abruptly.

"Well that was quick, trying to be like me." Amisive smirked.

"No, I'm just running out of minutes and I hate horn calls. Aside from that, how could Rainbow make such a comeback so quickly? She should have been easy to take care of." Dark Fire said to himself.

"I hate to admit it, but Rainbow trash still has some tricks up her hooves."

"You underestimated her…but so did I. Regardless, we shall take the precautions and learn from our mistakes so it never happens again. Now, retrieve the prisoners."

"But sire, I ordered my army to take no prisoners…if we take prisoners now it would make me look bad."

"Silly Amisive, how would they be prisoners if there on our side?" Dark Fire chuckled evilly.

Four hours later

"So this is Cloudsdale…looks a bit out of shape." Stritin said out loud.

"That's because a battle happened here smart one." Castigate insulted.

"Celestia must have made this city after she over threw my father…it's kind of cool." Maneful said, joyfully.

"Do they have a bar up here; I could really go for something…strong. Other than that these clouds look so comfortable." Eccentric admitted.

"You should take your cowboy boots off Eccentric, the clouds up here can relieve lots of stress on your hooves." Amisive suggested.

"Well…I actually like wearing my boots, and cloths for that matter." He replied

"We've noticed, the servants have to string you down just so they can clean that leather coat of yours." Castigate remarked.

"You don't put leather in a washing machine though!" Eccentric yelled.

"Just try it before we leave…what's your opinion Desolent?"

The dark green unicorn was off to the side, leaning on a cloud wall of a destroyed building with his hooves crossed.

"Looks like Celestia chewed up a bunch of marshmallows, spit them out, and called it art."

"Oh come on, your one of the first unicorns to set foot on Cloudsdale and your acting like this?" Amisive commented.

"It not acting, I just want to get this assignment over with so we can win the war faster."

"Is that all you think about, lighten up at least." Maneful said softly.

"I will when all that oppose me and Dark Fire are dealt with, now let's get moving." He said, pushing past the group.

The other five ponies stared at him awkwardly as he trotted off.

"We can hang out later I guess…let's go meet up with Dark Fire at the coliseum." Amisive said as the rest of them followed.

The coliseum was similar to that of roman culture where gladiators would duel…only ponified and made of clouds. Like everything else in the city. Dark Fire, along with the elements, stood in the center while those captured were being forced in the stands.

"Is everypony accounted for?" Dark Fire whispered to Castigate.

"All but one…she escaped before she was captured." He replied confidently.

"I'm aware that Rainbow escaped, you don't need to-

"It was somepony else Dark Fire…our soldiers couldn't keep up with her."

Dark Fire showed irritation as he sighed loudly.

"News of what happened here will spread rapidly to other cities…not that I don't mind. It's just that I wanted to take over Equestria quickly, not slowly and surly."

"I understand, so what should I do?"

"Continue your propaganda about us, put wanted posters our enemies and hire anypony to track them down."

Castigate continued to write on paper as Dark Fire spoke.

"So what are the names of these traitors and their bounties?"

"Fluttershy, yellow coat with a pink mane and tail, two and a half million bits. Rarity, white coat and purple mane and tail…"

Dark Fire listed off what he remembered of Night Shadow's friends and adjusted the bounty according to their threat level.

"And Pinkie Pie…twenty-five million bits."

"Twenty-five million?! Rainbow doesn't even surpass ten million!" Castigate said in shock.

"Trust me…you have no idea what's she's like, and the price for her capture is well deserved. Anymore questions?"

"No sire…"

"Then let's show these's turncoats a power to be truly feared. Take your place in the group."

Castigate smirked as he teleported into the group. Dark Fire then cleared his treat in preparation.

"Fillies and gentlecoats…what you are about to witness is a power not seen for thousands of years! I am quite excited to see this power for the firsttime myself, and I'm SO glade I can share this experience with all of you! As your prince, this is my gift to you…GUARDS, BRING THE PRISONERS!

The crowd booed and shouted hateful remarks to Dark Fire when he finished talking. Dark Fire started to laugh maniacally as his horn and hair burst into a bright red color.

"That's it, keep insulting me…your hatred only makes me stronger then before! It's the only think anypony has ever given me, and I love it!" Dark Fire said, drooling as more hatred was feed into him. "YOU ARE ALL IDIOTS, GIVING YOUR ENEMY MORE POWER, YOU WERE BORN TO SERVE ME AND ME ALONE! I think a demonstration is appropriate for you cretins.

The guards soon brought forth multiple ponies in distinct uniform to the center of the coliseum. As quickly as the guards came, they left to keep the crowd in line.

"So you're the ponies that allowed Rainbow to escape…should I remind you of the punishment of defectors."

"You're the one that betrayed us, and you clam that your cause to control Equestria is for peaceful methods!" Spitfire yelled over the crowd.

"You were all under her spell and I will make you free from it." Dark Fire said, getting in her face. "And you can't do anything about it."

Spitfires then spat into his face abruptly. Dark Fire got out of her face and laughed towards the guards and Elements of Disharmony. He continued to laugh as he wiped the spit from his mussel, turned away from Spit Fire before rapidly rotating back around, and back hoofing her across the face. The entire crowd and Wonderbolts gasped in shock when she hit the floor. Before she could get up, Dark Fire stomped on her back wings, making her cry out in pain.

"DON'T YOU DARE DO THAT TO ME AGAIN YOU LITTLE %# (&!"

"LET HER GO!" Soarin shouted angrily.

"WHAT GIVES YOU THE RIGHT TO DEMAND FROM-?!"

A flash went before Dark Fire as he saw another scene before him.

"Let her go…LET HER GO!" Night Shadow shouted as his eyes were flooded with tears.

A loud bang was heard as the mare, that the all too familiar dark figure was holding, fell to the dirt…lifeless.

"She was weak Night Shadow, something I don't want to see in my child soldiers, if you fail to do my biding again…you will meet the same fate!"

"SHE DIDN'T DESERVE THIS, WHY DID YOU TAKE HER FROM ME?!"

"Your tears show weakness! I WILL NOT HAVE WEAKNESS!" The figure said, removing a black wipe with a spiked tip.

When the flash back ended, Dark Fire removed his hoof from her and backed away. He then gave the signal the elements with the wave of his hoof. Desolent, and the others, put on their elemental necklace and formed a triangle behind the leader. Soon, all of their eyes glowed in a bright green color as black aura flowed freely away from the sides of their eyes. Their irises were then enveloped in a bright red as their pupils narrowed and dilated. They then started to float in the air as a gray bubble formed around the group.

"You chose to reject me, refuse my gift of freedom…now you feel what I've felt."

Dark Fire smiled at the panicking crowd as a loud explosion occurred behind him. The elemental blast was almost similar to the elements of harmony, only this time it was a black and white rainbow. The rainbow shot into the atmosphere and enveloped Cloudsdale, soon everything was back to normal…except for Dark Fire. As he walked away, only some saw his eyes glowing purple as he had a grim look about him, it was almost…paranormal.


"She's been gone for almost two days, and you're telling me to calm down!" Twilight yelled to her friends.

"We're talking about Rainbow here Twi, she's capable of taking care of herself." Applejack reinsured her.

"And if something did go wrong, my Pinkie sense would go off." Pinkie said, smiling.

Twilight closed her eyes as a tear formed.

"Night Shadow told me that Twi was his favorite word…" Twilight whispered, as she sobbed silently.

"You must understand that the past is the past…Night Shadow wouldn't want to see you like this." Enderpearl commented.

Silence overcame the group before thunder was heard outside. They looked towards the entrance to see Rainbow weakly standing, wet, tired, and full of anguish. She took a few more steps in before collapsing.

"Rainbow Dash!" Everypony shouted in unison except Enderpearl.

Pinkie ran towards her, with a worried look, and picked her back up onto her hooves. Fluttershy and Applejack quickly followed along with the rest of them.

"Are you ok Rainbow?" Rarity asked.

"What happened in Cloudsdale?" Applejack asked, comforting her.

Rainbow shut her eyes and looked away from her friends.

"A better question would be what happened to her?" Endershine intervened.

"You can tell us anything Rainbow, we're your friends." Twilight said, recovering from depression.

Rainbow slowly rotated her head with her eyes still closed. When she opened them, tears flowed freely off of her mussel.

"They won…they destroyed everything…I've failed." Rainbow said, crying loudly.

"It's going to be alright, you-."

"HOW CAN YOU SAY IT'S ALRIGHT?!" Rainbow screamed in anger before sobbing once again. "I saw my home disappear before my eyes, and you want to say it's alright…"

"Actually…It could be." A voice said from behind the group.

They turned around to see a light green Pegasus with an orange and yellow mane.

"You have some nerve to come here and tell me this, Lightning Dust! Let me guess, you work for Dark Fire now and want revenge for getting you demoted?!" Rainbow yelled, angrily.

"No that's not why I'm here!" She stated quickly.

"Then why…WHY ARE YOU HERE?!" Rainbow screamed, pinning Lightning to the cave wall. "TELL ME!"

"I have information that you need to know about my brother, Lightning Flash!"

"YOU'RE HIS SISTER…I should have known you were related to that freak!"

"Please listen to me Rainbow…I'm sorry for what I did, but we can't hold grudges in a time like this."

"You're no better than your brother…your just a liar and a fraud!" Rainbow said, about to punch Lightning Dust.

Rainbow was then hauled back by pinkish-violet magic.

"Stop it Rainbow, this mare come in offering us help and you want to fight her?!" Twilight ridiculed.

"Plus, I don't know if you haven't noticed, but these are dark times. I think Equestria has seen enough violence for an eternity." Enderpearl stated.

"I can't trust her for what she's done, don't you remember that you guys almost got hurt because of her." Rainbow said, attempting to reason with her friends.

"I've told you I'm sorry, why don't you believe me?!" Lightning Dust yelled.

"I believe you." Enderpearl said calmly.

"You don't know here like I do." Rainbow whispered aggressively.

"Well for starters…if she was evil, she wouldn't be able to enter the cave. This cavern is protected by a spell that won't let anypony of evil intentions in. That was to prevent Nightmare Moon from releasing me, and it also makes a great hiding spot."

"It could just be a trick…a spell to make it seem like she's good."

"Then I will look into that." Endershine said, approaching Lightning Dust.

Lightning gulped loudly when she was mere inches away from her.

"Don't be afraid, I believe you…I just need to prove to Rainbow that you're telling the truth."

She then placed her horn on Lightning's forehead. The horn then glowed brightly for several seconds before it stopped.

"She's telling the truth, there's even a surprise outside of the cave." Endershine said, surprised.

Everypony walked towards the entrance of the cave to see a pony in a commander's uniform tied up in rope.

"I found him unconscious but severely wounded from what seems to be a lightning strike. He should give you the information you want." Lightning Dust said, smirking.

Endershine then turned to Rainbow.

"Do you believe her now?"

Rainbow let out a sigh before walking over to Dust.

"You might have everyponies trust…but I'm watching you. If you even look at my friends the wrong way…" Rainbow said, sliding her hoof across her throat. "You'll get it."

Rainbow then walked back into the cave, leaving the other's outside.

"Don't mind her; she's been through a lot…poor thing." Fluttershy said timidly.

"I think we all have darling." Rarity commented.

"Anyways…I think it's time for questions." Dust said, yanking the gag from the commander's mouth. "What do you know about Dark fire's plans?! She shouted, slapping the pony.

"Tell us everything you know!"

The dark pony opened his mouth to speak, but was slapped once again.

"I didn't even say anything!" The commander shouted.

"Answer the question!" Dust yelled, smacking the pony again.

The commander looked at her angrily until getting smacked for the fourth time.

"I don't think that going to work darling, let a lady handle this." Rarity said elegantly, pushing Dust to the side.

Dust groaned at her comment.

"Finally, somepony that can actually-

"WHERE DOES DARK FIRE HIDE THE CONDITIONER?" She shouted, slapping the guard like Dust did.

"OH…MY…GOSH, STOP SLAPPING ME!"

Soon, everypony in the room was taking turns slapping the commander to get information. One hour passed before the commander started crying.

"I don't know what you want from me! Please stop hurting me…!" He said through his weeping.

"I-I'm so sorry, p-please don't cry, I didn't mean to hurt you." Fluttershy said, hugging the commander.

The commander was now wailing loudly as Fluttershy comforted him.

"Well that didn't work." Endershine said casually.

"He wouldn't even talk to me…that meany!" Pinkie said, somewhat annoyed.

"He's still under the hatred spell, even if he's cooperating, he's still a threat." Enderpearl stated, returning into the cave."

"Well where are you going then?" Twilight questioned.

"The spring in the cave is sanctified and unadulterated…it will remove the spell from him if placed correctly."

Five minutes later

"Here, give him this." Enderpearl said, handing Twilight a glass of water.

"What makes you think he's going to drink it?" Applejack asked.

"I don't really know…but if he doesn't, just dunk it on him."

"Why don't we just do that?" Lightning Dust.

"It's not as effective." Enderpearl commented.

"Buck that!" Dust said, snatching the cup.

She then tossed the glass into the guards face, shattering on contact.

"OWWWWW, MY EYES!" The commander screamed, still bounded by rope.

Everpony looked at Dust in an agitated way.

"Ok, now I see why it's not affective…hehe."

Another five minutes later

"Here's the other glass." Enderpearl said frustrated.

"Let's get him to drink it this time." Endershine added.

"He's not going to listen to us now, we've practically broke every bone in his body." Dust exaggerated.

"He might listen to Fluttershy." Applejack said, gesturing to her.

Her ears perked up at the sound of her name.

"D-do what now?" She asked, a bit nervous.

"You need to get that guard to drink this, Fluttershy." Twilight said, levitating the glass to her.

"I-I-I can't…I mean, I don't know if he wants-

"We're possibly saving lives here darling, do it for your friends." Rarity encouraged.

"O-ok…"

Fluttershy took the glass and walked over to the guards. Getting eye level with him, she could tell that he was shaking with fear.

"You poor thing, are you thirsty?" Fluttershy asked softly.

The guard closed his eyes tightly and nodded. Fluttershy smiled, causing a "squee" sound to be heard, and helped the pony drink the water. After being complimented by her, the guard's fur went from dark gray to white. Opening his eye's again, they we're no longer red, but bright green.

"I…I feel like a train rammed my head."

"You were under Dark Fire's spell…do you remember anything?" Twilight asked, curious.

"Dark Fire?" He asked confused.

"Dang it…I thought his memory would be-

"THERE GOING TO TAKE OVER EQUESTRIA!" The commander screamed.

"Nah really?" Dust said sarcastically.

"No that's not what I mean! Untie me and get me a map!"

"Whoa hold on…we still don't know if he's trustable."Applejack stated.

Endershine, with her magic, disintegrated the rope around the pegasus. He then got up and ran into the cave.

"Well I guess he's a good guy now." Pinkie said happily.

Everypony went back into the cave to see the commander and Rainbow setting a map onto the floor.

"Everypony gather around quickly."

"Is this a guessing game, I know what it is…IT'S A MAP!" Pinkie yelled.

"No…I mean yes, but that's not the point."

The guard then placed his hoof on Canterlot.

"This is Dark Fire's capital correct."

Everypony nodded.

"What has happened recently is the capture of Clousdale, setting up a circle and boarder of his kingdom."

"A what?" Twilight asked.

"He's extending his boarders, much like a power hungry dictator would." The commander stated.

He then circled his hoof around the cities around Canterlot.

"This is all the land he controls."

"We already know this, how is this helping us." Rainbow said angrily.

"Because I'm about to tell you Dark Fire's plan to take over Equestria.

The Pegasus waited several moments for the words to sink in. He then slid his hoof from Canterlot to Cloudsdale.

"This is the war path that Amisive, the element of Rage, is taking. It includes all land North-West of Canterlot."

"Do you know the names of the other elements?" Twilight asked.

The Pegasus nodded happily before giving their names, race, and elements.

"Stritin will head north, Maneful to the North-East, Castigate to the east, Eccentric to the south, and Desolent to the South-west."

"What about the South-East and the West." Enderpearl asked.

"There's nothing much out there besides swamps and forests, but expect Dark Fire to take them anyways. He mentioned something about, "purging the land with fire", but Princess Trixie said-

"PRINCESS TRIXIE?!" Everypony shouted in shock before collapsing to the ground.

"What…was it something I've said?"

"Of ALL the mare's Dark Fire could have chosen…he chooses her." Rainbow said aggravated.

"I don't know why either… he saw potential in her and made her his apprentice."

"AN APPRENTICE!?" Everypony shouted again.

"I think Dark Fire fancies her or something."

"Wait…WHAT!" Twilight shouted angrily.

"Of course this was after he gave her the Element of Vengeance."

"ELEMENT OF VENGEANCE?!" They shouted for the third time.

"It's not official though, it's more of a symbolic title. Just like how Dark Fire is the Element of Hatred." The commander stated.

"Ok that one makes sense…but Trixie being an apprentice to anything doesn't." Twilight said, still trying to process.

"It doesn't matter…what Rainbow did in Cloudsdale showed that we have a chance to fight back! We just need you girls to lead the resistance."

"I'm sorry, but we're no generals here commander." Rarity commented.

"We're just six ordinary mares against an army…we have no chance." Applejack stated.

"I-I don't want to fight." Fluttershy whispered."

"Come on…you're the Elements of Harmony, you've single handedly stopped evil so many times to save Equestria, and you can and will do it again! Now who's with me?!"

The guard extended his hoof out to all of the girls.

"I am." Rainbow said with confidence, quickly followed by Lightning Dust.

"I am to; they're not going to take my home without a fight!" Applejack said, smiling.

"Me three!" Pinkie yelled, bouncing into the group.

"It it means we can get out of this cave, then I'm in to!" Rarity declared.

"I'll do it for all the animals that Dark Fire will try to hurt!" Fluttershy said, boldly.

"For Equestria!" Twilight said, putting her hoof into the group.

Enderpearl and Endershine then put their own hoof into the mix.

"FOR EQUESTRIA!" They all shouted, ready to fight for their freedom and liberty for all of Equestria.

Twilight then walked out to the exit of the cave and looked to the heavens. As shooting stars flew by, she made a wish.

"And I also do it for you…Night Shadow."