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    Belle Amie 

A grey unicorn mare with a severe case of amnesia and a striking resemblance to the late Twilight Sparkle. Found by Pinkie Pie, she has now become friends with the Mane Five (plus Spike).

  • Adorkable: Due largely to her bookishness and lack of self-confidence.
  • Amnesiac Hero: As mentioned above, she has no memories about her past. In fact, the Mane Five end up giving her the name Belle Amie because she can't remember her original one.
  • Badass Bookworm: Her tech-savvy allows her to overcome her lack of magic on other ways, like building a Lightning Gun for self-defense.
  • Badass Normal: Standing up to King Sombra and taking him down with no magic of her own whatsoever is definitely badass. In fact, her lack of magic is the reason it worked in the first place, meaning that he couldn't do very much to her.
  • Gadgeteer Genius: Judging by the fact that she put together a device for tracking down the source of the magic drain on Equestrians.
  • The Heart: Ultimately, it's Belle's presence that allows the Elements of Harmony to reforge their friendship, which had been worn down by Grand Ruler. In a sense, she embodies it: after all, it was Twilight's arrival that really made them friends to begin with, and Belle is the physical manifestation of those feelings and bonds.
  • Humble Hero: Despite being The Smart Girl of the group and playing a crucial role in Conquest's first major defeat, she doesn't think very highly of herself.
  • I Am Who?: A big part of Belle's character arc is her search for her memories and identity. When confronted with the truth that she had none and was only part of Twilight Sparkle by Twilight herself, she... doesn't take it well.
  • Identical Stranger: To Twilight Sparkle.
  • Literal Split Personality: For Twilight Sparkle, embodying her heart and friendship with the other Elements.
  • Knighting: She is knighted along with the Mane Five in recognition of her role in Conquest's first major defeat.
  • Muggle with a Degree in Magic: Not being able to do magic doesn't stop her from studying it, offering to help Sweetie Belle learn it.
  • Mysterious Past: Her amnesia doesn't help in this regard.
  • Non-Action Guy: While technically part of the Mane Five, Belle is not shown in combat situations like the others.
  • Replacement Goldfish: Due to so many people either pointing out how similar she looks to or outright mistakes her for Twilight Sparkle, Belle Amie actually thinks the Mane 5 view her as one for Twilight. Rainbow Dash, however, tells her otherwise.
  • Sacrificial Lion: Shining Spark, the resurrected Twilight Sparkle, absorbs Belle to become whole again. This entails destroying Belle's personality, and afterwards, she's treated by Twilight and her friends as being dead.
  • Sixth Ranger: Shortly after meeting the Mane Five, she is welcomed into the group.
  • The Smart Guy: Has taken up this role within the Elements Of Harmony.
  • Spanner in the Works: At the start of the story, Dark Conquest was assured that United Equestria was easy pickings, with the surviving Element bearers broken and Starfleet utterly incompetent. Then Belle entered the picture, and by trying to help her, the Mane Five manage to pull themselves together and give Equestria the strength to fight back, irking Conquest to no end.
  • The Strategist: Her prediction of Dark Conquest's attack on Phillydelphia matches his actual strategy almost to a T.
  • Tomato in the Mirror: Twilight herself, in the guise of Spark, reveals to Belle that Belle is a part of her.
  • Un-Sorcerer: She's actually rather inept with magic, despite being a unicorn. In the rewrite, this is first shown when she tries to grab a brush for Pinkie, only to find herself unable to.
  • Your Days Are Numbered: She only has a short time to live, as she's missing half of her being (which also explains her amnesia).

    Shining Spark 

A purple unicorn mare with a mysterious past, who also bears a strong resemblance to the late Twilight Sparkle. Currently serving under Princess Luna.

  • Achilles in His Tent: Spends most of her time doing research rather than fighting, despite being one of the Umbra Circle's more powerful front-liners.
  • Badass Bookworm: Essentially serves as the secretary for Luna's Rebellion, yet proves herself to be no slouch in the magic department.
  • Brutal Honesty: Spark isn't one for beating around the bush. When something comes to mind, she says it.
  • Emotionless Girl: Getting emotional isn't exactly her forte. As in, she literally cannot feel emotion, although she can pretend.
  • Identical Stranger: She also bears some similarity to Twilight, noticeably having her coat color. Actually being Twilight also helps.
  • I Just Want to Have Friends: Unfortunately, her work in the Resistance forces her to stay in the shadows.
  • Lack of Empathy: Played With. Spark admits that she has no problems with throwing her teammates under the bus if she must due to her condition. Thankfully, she's also logically concluded that the Umbra Circle needs all of its members to function by observing their interactions and at least partially retains Twilight's moral compass.
  • La Résistance: Part of the Umbra Circle and is responsible for coining the name.
  • Literal Split Personality: For Twilight Sparkle, inheriting her logical nature, magical prowess, and most importantly, her identity.
  • Mysterious Past: For all that's known of her backstory in-universe and out, she might as well have materialized on Luna's doorstep. Apparently, that's more or less exactly the case; Discord escorted what remains of Twilight's soul from the afterlife and created an artificial body for her spirit to reside in.
  • Number Two: To Princess Luna.
  • The Soulless: Shining Spark's true nature. She describes herself as half a pony and is aiming to retrieve her heart.
  • Soul Jar: Her body was constructed by Discord to house the half of Twilight's soul that remains after her use of the soul separation spell.
  • The Spock: She comes off as rather aloof and coldly logical.
  • Sudden Name Change: She's been referred to both as Bright Spark and Shining Spark, and it's not certain which one is meant to be her real name. Older drafts also gave her the name "Shining Magic". However, the author seems to have settled on "Shining Spark".
  • Your Days Are Numbered: As of the story's events, she has roughly one year to locate her heart before she ceases to exist. She even has a counter keeping track of the time she has left; when it's first seen, the counter has ticked down to six months.

The Elements of Harmony

The five (formerly six) brave ponies protecting former Equestria from danger with the power of their friendship, they now serve under Starfleet as a primary line of defense for United Equestria. Members include Rainbow Dash, Pinkie Pie, Applejack, Fluttershy, Rarity, and the late Twilight Sparkle.

    Tropes applying to all members 

  • Awesome, but Impractical: Their Valkyrie modes are impressive looking and provide a boost of power, but are also very clunky to handle. They have no problem giving it up permanently due to the impracticality and because it came from Grand Ruler.
  • Badass Crew: They're very well versed in combat, and manage to hold off a small army of Conquest's followers.
  • The Dreaded: As the war drags on, they become very much feared by the forces of Dark Conquest, with various wild rumors of their exploits circulating in the ranks. The only reason they don't qualify for In-Universe Memetic Badass status is because they really are that badass.
  • Dude, Where's My Respect?: Despite their accomplishments, the Fantastic Racism ingrained in the Unicornicopians means the Elements don't get any sort of respect or gratitude from them. Very much averted on the Equestrian side.
  • Five-Man Band
  • Hurting Hero: All of them to different degrees, due to Twilight's death.
  • Hypercompetent Sidekick: Unlike Starfleet, they know how to get the job done. Celestia goes as far as to state that they're the only reason Starfleet's still around.
  • Knighting: They are knighted by Celestia as recognition of their triumph in Phillydelphia, the first major victory of the war.
  • The Power of Friendship: Wouldn't be the Elements without it. This is the main thing that makes them more competent than Starfleet: they understand how their friends tick so that they can best help each other, and can count on each other for moral support where it's needed, whereas Starfleet lacks that bond and are much weaker because of it.
  • True Companions: True to their origin, they're incredibly close friends. Most of Starfleet actually envies them for it.

    Rainbow Dash 


    Pinkie Pie 

  • All-Loving Hero: Pinkie Pie is virtually incapable of hating anyone, not even Starfleet after they came to Equestria and ruined everything. This proves instrumental in Conquest's final defeat: as he can't feed off her hate because she doesn't have any, she's able to destroy him for good. Kinda.
  • Beware the Silly Ones: Turns out that Rule of Funny makes quite a potent weapon, as all of Conquest's soldiers whose teeth she smashed in can attest.
  • Break the Cutie: While all of Twilight's friends and family were hurt by her death, Pinkie is shown to have been the one who took it the worst and has needed therapy to help her.
  • Confusion Fu: When push comes to shove, Pinkie's policy is "anything goes". When sparring with Artie after he points this out, she subdues him with a paintbrush... by tickling him with it.
  • Genki Girl: But of course. Pinkie is as irrepressibly happy and energetic as ever... most of the time, anyway, since the wounds left by Twilight's passing still haven't fully healed.
  • Heart Is an Awesome Power: Sure, this as applied to her Element was already established in FiM canon, but here it's taken a step further by letting her No-Sell Conquest's attempt to cripple Starfleet and the Elements with a Supernatural Fear Inducer and hurt him for the first time in the story by singing. Heck, Mysterious even recognizes her as Conquest's Achilles' Heel.
  • Improbable Weapon User: Carries an entire Hyperspace Arsenal of various party goods refashioned as weaponry.
  • Manic Pixie Dream Girl: She tries to play this for Starfleet in general, but particularly to Artie.
  • Stepford Smiler: While she's still as cheery as ever, it's clear that Twilight's passing hurt her badly. The thought of losing more friends over the course of the war also takes its toll, even though she tries to remain happy for their sakes.


  • An Arm and a Leg: Loses both wings, which she gained from Starfleet, in battle against an enemy boar commander. It doesn't even slow her down.
  • The Determinator: Oh, so very much. Even being crushed halfway to death by Raven doesn't stop her from fighting back or verbally flipping off Dark Conquest.
    Applejack: You know when I'm dead and buried? That's when round 2 starts.
  • 11th-Hour Superpower: She masters Hamon halfway through the fight against a hulked-out Emil Kudos, giving her the Heroic Second Wind needed to beat him.
  • The Leader: Took on the mantle of leading the Elements of Harmony after Twilight's death.
  • Made of Iron: Applejack is always in the middle of the fight and as such takes far more punishment than just about all of her friends, to the point that she's practically Covered in Scars. And yet, her strength never once falters from injury.
  • Nice Girl: She's perfectly willing to befriend members of Starfleet.
  • One-Man Army: Like Rainbow Dash, Applejack can easily hold her own against incredible odds.
  • Only Known by Their Nickname: The fic gives her the full name Abbigail Jacqueline III.
  • The Reliable One: She always insists on being there to support her friends. Unfortunately, her insistence on this ends up taking a huge toll on her health; she has to be forced to get bed rest as a result.
  • Spanner in the Works: Dr. Kudos also intended to kill Big Mac and Applebloom along with her parents. Applejack's intervention prevented that from happening.
  • Team Mom: More or less describes herself as this.
  • Why Won't You Die?: A very common, and entirely justified, reaction from those she fights, as she shrugs off wounds that would kill or at least incapacitate lesser ponies.
  • Worthy Opponent: Recognized as one by Rep-Stallion.
  • You Are in Command Now: Technically "I Am In Command Now" as she took on the leader role of her own volition, but the idea is the same.


  • Actual Pacifist: She never partakes in any fighting whatsoever.
  • All-Loving Hero: She can never bring herself to hate any one. Not even Rhymey, who's been abusing her for over a year on end; her feeling towards him is more pity than anything.
  • Awful Wedded Life: Her marriage with Rhymey is... Let's just say she's regretting her decision.
  • Awesome Mc Coolname: Her full name is revealed to be Fluttershy Firewing.
  • Badass Pacifist: Drives off Dementia without lifting a hand to defend herself, by effectively dropping a Breaking Speech on her.
  • Barrier Warrior: Her upgraded armor can project energy shields to protect her friends.
  • Meat Versus Veggies: Being Fluttershy, she's not very comfortable with the idea of eating meat. Rhymey doesn't see a problem.
  • The Medic: Eventually takes on this role. Her redesigned armor also allows her to heal her friends in the middle of combat.
  • Silk Hiding Steel: Rhymey actually resents her for this, wanting to take out the "steel" part. She gets to demonstrate this very well when she's finally had enough of Rhymey's crap, breaking out of his brainwashing and laying the mother of all verbal smackdowns on him, completely shrugging off a spell intended to turn her into a drooling vegetable in the process.
  • Warrior Therapist: See Badass Pacifist above. Notably, her words seem to have actually sunk in.


  • Action Fashionista: It's a given. Of particular note is that she redesigns the Elements' armor to better fit the respective wearer. She eventually succeeds in this regard in Chapter 17, courtesy of Mithril donated to her by the Diamond Dogs for all her assistance.
  • Action Mom: Shortly after giving birth to her and Spike's daughter Crystal Clarity, she returns to the front lines and assists in defeating Titan.
  • Ambadassador: She has no problem marching straight into Diamond Dog territory to negotiate an alliance. It helps that the aftermath of their first encounter is still fresh in their memory.
  • Archer Archetype: Proves herself quite capable with a bow.
  • Gemstone Assault: Her magic has a special affinity with gemstones, allowing her to both detect them and manipulate them with great finesse. It first sees use in the story to trap one of Conquest's invasion force in a dome made of gems. In the real version of the Bad Horse incident, she pointed out to Bad Horse what a stupid idea it was to lure her into a cave whose walls are studded with gems that she can use as deadly weapons.
  • Happily Married: With Spike.
  • Imperiled in Pregnancy: Defying this is the exact reason she chooses not to fight for most of the war, having Glarity take care of that instead.
  • Lady of War: Every bit a Proper Lady, but also a competent warrior in her own right.
  • Pregnant Badass: She doesn't let a little thing like carrying a baby stop her from fighting for Equestria. However, she does eventually retreat from the front lines for her unborn child's sake.
  • Silk Hiding Steel: Just because she's a fashionista by trade, doesn't mean she's not competent or savvy. Thunder Cloud/Bad Horse found this out the hard way after she dismantled his scheme and ventilated him from all directions with a Flechette Storm of gems.

    Twilight Sparkle (All spoilers unmarked) 
  • The Archmage: When she gets to fight, she demonstrates magical prowess beyond almost any character in the story.
  • Awesome by Analysis: Demonstrates this remarkably well in her fight with Raven.
    • She points out all the holes in Raven's story about Celestia being involved in the death of her husband.
    • Also, she points out all the holes in Grand Ruler and Starfleet's logic about investigating Raven when she first showed up.
    • Lastly, she concludes that Raven is not actually a unicorn because she lacks a unicorn's skill in using magic.
  • Back from the Dead: She turns down Fluffy Cloud Heaven after death so that she could continue to be with her friends, and with the help of Discord, returns as Shining Spark. She eventually absorbs Belle into herself to come back for real.
  • Badass Bookworm: When she fights, she analyzes her opponent to find the best way to defeat them. Of course, she's no slouch in terms of raw power either; one of the first things she does upon her revival is to block a lethal spell from Conquest and then blast the ever-living crap out of him.
  • Came Back Wrong: Due to the soul separation spell, Twilight was initially revived with no emotions and no heart, with those residing in the amnesiac Belle. She didn't mind it too much, musing that living with no emotions gave her a new perspective.
  • The Chessmaster: Twilight's intellect had an extremely profound influence on almost every aspect of the story. She saw through Celesto completely, had a counter-plan for his scheme to kill her that let her shrug off being killed, while leaving enough behind for her friends to help destabilize Celesto's regime. Then, she continued to support them as Shining Spark while providing more information to help deal with Conquest and concealing her identity to avoid the notice of both Celesto and Conquest, all of which paid off big time. She also beat Titan in a game of Go.
  • Doomed Moral Victor: Twilight dies knowing of Grand Ruler's true nature, and although it takes a while, her friends eventually carry on her work. She even states as much with her Famous Last Words.
  • 11th-Hour Ranger: Returns from the dead just in time for the final battle against Dark Conquest.
  • Face Death with Dignity: Before Raven kills her with the Uniforce, Twilight says goodbye to her friends and apologizes that she won't be able to see them again.
  • Family-Unfriendly Death: The energy blast from the Uniforce left a giant hole from Twilight's chest to her backside.
  • Go Out with a Smile: Her eyes are closed and there is a smile on her face after Raven kills her with the Uniforce, knowing that her soul separation spell worked and that she would be able to carry on.
  • Hope Bringer: Before she merges with Belle, it's the Darkest Hour, with everyone in fear and rage as Dark Conquest was about to kill the Elements. The moment she's seen, everyone just knows they'll win, before she sends Conquest flying with one spell-or reveals she has a plan to take him down once and for all in a few days. And then, Apple Bloom put in words why she wasn't worried her sister wouldn't come back from the final battle:
    “Don’t know what it is about her, but there is just something Ah see in her that tells me, ‘it’s gonna be alright.’ That no matter what that jerk is gonna throw at them, it’s going to be alright.”
  • Meaningful Rename: After her resurrection, Twilight adopted the pseudonym "Shining Spark" after her "Facing the Bullets" One-Liner about her death setting off a spark of revolution.
  • My Death Is Just the Beginning: Tells Raven that even if she does kill her, it will "set off a spark that is going to bring out a miracle and save us all".
  • Narrator All Along: The story is framed with bits of opening narration that turn out to come from Twilight herself.
  • Posthumous Character: Killed by Raven before the events of the story.
  • Split-Personality Merge: Twilight fusing with Belle is a cross between this and Split-Personality Takeover. While Twilight's personality overrides that of Belle and erases her identity, Twilight also gets back her emotions and, more importantly, her bonds of friendship with those around her, both of which were held by Belle.
  • Squishy Wizard: Her magic is powerful enough to utterly dominate Raven, but when it gets suppressed by Lightning, Raven quickly overwhelms her with brute force.
  • Strong and Skilled: She possesses both raw magical power and incredible finesse with said powers.
  • Unreliable Narrator: As the one retelling the story, she notes that she may have gotten some of the details wrong, which is understandable since she was technically dead for most of it and thus has to rely on second-hand accounts for the bits that Belle and Spark weren't able to witness.
  • Walking Spoiler: Twilight being dead is old news, but even in death, she manages to be full of surprises.
  • Worf Had the Flu: The only reason Raven managed to kill her was because of Lightning Dawn disabling Twilight's magic; beforehand, Twilight was on the delivering end of a Curb-Stomp Battle against Raven.


Other Equestrians



A golem created to fight on the front lines in Rarity's place during her pregnancy, Glarity starts out as a non-sapient Remote Body. However, she eventually becomes much more than just a puppet.

  • Alien Blood: She bleeds green sap, due to being constructed from bark.
  • Androids Are People, Too: A big part of Glarity's character arc has her struggling with this, as she's fully aware that she's a golem and thus doesn't consider herself quite on the same level as the others. They reassure her that, as far as they're concerned, Glarity is as much a pony as any of them.
  • Become a Real Boy: Gets to become a flesh-and-blood pony by virtue of the World-Healing Wave that undoes the damage wrought by Grand Ruler and Dark Conquest.
  • Golem: She starts out as one of these controlled by Rarity to fight on the front lines in Rarity's stead during her pregnancy.
  • It Can Think: Despite starting out as a mindless puppet, Glarity eventually gains a personality and will of her own. Zecora explains late in the story that all golems eventually gain sapience if they live long enough.
  • Our Homunculi Are Different: With the help of Zecora, Rarity creates a homunculus made of clay and bark so that it can fight instead of her due to her pregnancy. It later becomes sapient, gaining its own personality and will independent of Rarity's.
  • Portmanteau: Her name is a combination of "golem" and "Rarity".
  • Remote Body: For Rarity, allowing her to continue fighting while pregnant without putting herself in danger. Even after developing her own will, Glarity is still dependent on Rarity's magic to function until Rarity permanently surrenders a portion of it so that Glarity can live on her own.
  • Sixth Ranger: A late addition to the Elements of Harmony's circle due to being a non-sapient golem early on, Glarity nonetheless becomes counted as one of them.
  • You Have Outlived Your Usefulness: After the birth of Rarity's child, Glarity acknowledges that she has served her purpose and has to be shut down permanently. However, Rarity disagrees and permanently severs the link between them, allowing Glarity to become fully independent.

  • Adaptational Nice Guy: In this story, Gilda had a Heel Realization off-page after leaving Rainbow Dash on bad terms, and became kinder for it.
  • Badass Normal: Rainbow Dash is easily the fastest thing alive in Equestria and touched by powerful magic. Gilda has none of that, but can keep up with her anyway.
  • Big Damn Heroes: She announces her entry into the story by bailing Rainbow Dash out of a pack of Conquest's griffon soldiers.
  • Bi the Way: Admits that she had a crush on Rainbow Dash back in flight school, but never really acted on it, and is just a bit broken up about Dash's attraction to Fluttershy but wishes them well anyway. She eventually hooks up with Ace Ray after bringing him out of his coma.
  • Hot-Blooded: She's always eager to get into the action.
  • Interspecies Romance: With Ace Ray.
  • True Companions: Despite their disagreements in the past, she sticks with Rainbow Dash through thick and thin.

    Ace Ray 

A former Wonderbolt that spoke out against Starfleet and was forcibly silenced for it.

  • Birds of a Feather: He and Gilda are both energetic speed demons, which was likely a contributor to her being able to bring him out of his vegetative state.
  • Fate Worse than Death: Starfleet's "treatment" for his dissidence led to him becoming borderline vegetative. Twilight Sparkle attempted to bring him out of it, and Pinkie Pie took up the mantle after the former's death.
  • Mind Rape: After his arrest, Grand Ruler claimed that Ace was saturated with evil magic and needed the Elements' power to cure him. As it turned out, what he actually did was use that power to break Ace's mind completely. Suffice it to say, the Equestrians involved were not amused.

    Vinyl Scratch and Octavia Melody 
  • Large Ham Radio: Vinyl is a DJ in canon, and it shows from her dialogue here. Octavia, significantly less so.
  • Red Oni, Blue Oni: Vinyl and Octavia respectively, with the former being loud and wild while the latter is calm and serious.
  • Straight Man and Wise Guy: Their overall dynamic, with Vinyl being enthusiastic and silly while Octavia being much more formal and straight-laced.
  • The Voice: They're rarely ever seen in person, only heard over the radio.
  • Voice of the Resistance: Serve as one through their radio show, broadcasting information that Grand Ruler does not want getting out, giving updates on the deeds of the Umbra Circle, and trying to keep Equestrian morale high. The GR has attempted to silence them on at least one occasion (key word being "attempt").
    Queen Celestia 

The ruler of former Equestria, now queen of United Equestria and wife to Grand Ruler Celesto. Still clings to her policy of friendship and peace, which contrasts with that of her husband's.

  • Awful Wedded Life: It's been shown that her marriage to Celesto is anything but a happy one. In fact, in Chapter 1, Luna notes that she and Celesto have had a grand total of thirty arguments in the past month.
  • Big Good: Celesto may be the ruler of United Equestria in name, but it's Celestia that's the main force of good.
  • Burning with Anger: Twice in the twelfth chapter: The first time was when she learned that Celesto had used her image on Lightning Dawn to blame Twilight for her own death and the second time was when she learned of all the various miscarriages of justice.
  • Everything's Better with Princesses: Still prefers to go by her old title of princess, even though she's now a queen.
  • Good Adultery, Bad Adultery: Her relationship with Discord is played rather sympathetically. It's shown there's very little love in her and Celesto's relationship, which exists more or less for political reasons. In addition, Celestia has lost all love for her husband, now that she knows what kind of pony he's like a few years after getting married to him.
  • The High Queen: She doesn't want to be called "Queen", but otherwise she's the very picture of one.
  • Mama's Baby, Papa's Maybe: It is initially implied, and later confirmed that her children (or rather, child) was actually fathered by Discord.
  • The Mentor: Has started providing guidance to Lightning Dawn as the tragedies pile up for him.
  • Reasonable Authority Figure: Unlike her husband, she has no qualms about listening to others and shows a willingness to accept help from other nations and species in the war against Dark Conquest.
  • Warrior Princess: When the chips are down, Celestia will take to the field personally with a Flaming Sword. Also, while she is technically a "queen", she prefers her old title of "princess".
  • Xanatos Gambit: Warping Celesto and Conquest away to fight basically worked out for her no matter what happened. If Conquest wins, Celesto is out of the picture and they can actually fight back properly against him (which is exactly what happened); if Celesto wins, Conquest is no longer a threat, and she's free to overthrow Celesto without fear of Conquest taking advantage of the conflict.

    Princess Luna 

The co-regent of former Equestria, now part of United Equestria, and younger sister of Princess Celestia. The leader of a small rebellious force that seeks to dethrone Grand Ruler Celesto and reinstate Celestia to the throne.

  • Brains and Brawn: The Brawn to Celestia's Brains. While Celestia was raised to be adept at political maneuvering and diplomacy, Luna was raised a warrior, and while Celestia's hands are tied by United Equestria's political situation, Celestia counts on Luna to take action.
  • Dream Walker: Just like in the canon Friendship Is Magic, Luna has the ability to look into the dreams of others and interact with them in said dreams. She, however, cannot look into the dreams of those from Starfleet due to keeping their minds sealed off.
  • An Ice Person: Fights using ice magic in contrast to her sister's fire magic.
  • The Leader: Of the Umbra Circle.
  • My Sister Is Off-Limits!: Shows herself to not be too welcome to the idea of Celestia and Discord being together in a relationship. Granted, Luna hasn't forgiven Discord for all the chaos he's caused for Equestria in the past. She eventually warms up to the idea. Mostly.
  • Physical God
  • Royals Who Actually Do Something: She's plotting to overthrow a tyrant and contributing to the war against Conquest, and can kick plenty of ass in her own right too.
  • Stuck in Their Shadow: A recurring issue of hers, as evidenced by the Nightmare Moon incident, is her feeling overshadowed by Celestia in recognition and accomplishments. Celestia reassures Luna that she's just as important to Equestria's functioning.

    The Umbra Circle 

A resistance movement against the Grand Ruler, led by Princess Luna. Aside from plotting against him, they also serve as a reserve force for the Elements if they are unavailable. Current members include Shining Spark, Trixie Lulamoon, Carrot Top, Cheerilee, Raindrops, Lyra Heartstrings, Ditzy Doo, Discord, and Dyno.

    Trixie Lulamoon 

A major member of the resistance and friend to Shining Spark, formerly masquerading as an assistant to Abracadabra.

  • The Archmage: While she's not the most powerful unicorn overall (that would be Twilight Sparkle and later Shining Spark), she's unmatched in the field of illusion magic.
  • Clap Your Hands If You Believe: Some of her illusion magic works on this principle, in that the subject of the spell must accept it for the spell's effects to linger.
  • Dream Walker: With a bit of training from Princess Luna, she gains her mentor's dreamwalking abilities.
  • I Just Want to Have Friends: As Spark notes, beneath the ego and bravado Trixie was terribly lonely up until the Umbra Circle assembled.
  • Inferiority Superiority Complex: You'd never tell from the arrogant showmare persona, but Trixie always saw herself as the black sheep in her family, leading to issues with insecurity and low self-esteem.
  • It's Personal: Has an ax to grind with Raven for killing Twilight Sparkle, whom Trixie saw as a Friendly Rival.
  • Jerk with a Heart of Gold: She's brash and egotistical on the surface, but underneath that, she's a total sweetheart. Unfortunately, she's also a deconstruction, as those who meet her often only get to see what she's like on the outside before getting fed up and leaving, resulting in Trixie having few to no real friends.
  • La Résistance: Part of Luna's resistance movement, and one of her second-in-commands alongside Shining Spark.
  • Large Ham: Definitely has her moments. She just wouldn't be THE GREAT AND POWERFUL TRIXIE otherwise.
  • Master of Illusion: Casting illusions is her specialty - to the point where she can mask the location of an entire city.
  • My Greatest Failure: Takes the death of Myte badly, given that she and the other resistance members were sent to protect Starfleet.
  • Supernatural Fear Inducer: Can weaponize her magic by forcing visions of the enemy's worst fears onto them.
  • Taking the Heat: Got herself kicked out for taking the blame for a magical accident caused by Sunburst, even though all evidence points to him as the guilty party. She assumes that Celestia went along with it, found out the truth later, and forgave Sunburst.
  • Third-Person Person: Given that she's The Great and Powerful Trixie.
  • Weak, but Skilled: As her specialty is illusion magic, Trixie's offensive abilities in a fight are severely limited; she's never seen casting a single spell capable of doing actual damage. However, her illusions are more than sufficient to run circles around the competition and incapacitate them in unconventional ways.


The quirky and fun-loving Spirit of Chaos, now once again among the living.

  • At Least I Admit It: Stated by him in the second chapter when Celestia mentions how Celesto tried to cut the education budget in favor of a higher military budget behind her back.
  • Back from the Dead: Through means currently unknown, he has come back to life. Except he wasn't dead in the first place, and was only Faking the Dead; after all, it's not easy to kill a Reality Warper of his caliber.
  • Composite Character: He disguises himself as Goldwin, a character in the original story who was a statue given life. In this story, it seems that this is the reason Goldwin supposedly gained sapience. Distraught, another character in the original series, also turns out to be Discord in disguise.
  • Good People Have Good Sex: It's not easy to describe him as good (although he is much better than Conquest and Celesto), but it is shown that he and Celestia have a strange yet wondrous sex life.
  • Heel–Face Turn: Just like in Friendship Is Magic, Discord is now working with the heroes, specifically Luna's Rebellion. As he notes in Chapter 2, his reasons for turning good are due to him seeing friendship as something chaotic and thus worth a try.
  • Nigh Invulnerable: As a reality warping Physical God and all. Even Grand Ruler unleashing Serpentari on him failed to actually do anything.
  • Obnoxious In-Laws: While technically not in-laws (until he makes it official), both he and Luna are shown to not get along too well. The only reason the two of them work together is for Celestia's sake. They eventually graduate to Vitriolic Best Buds since they both recognize that they have Celestia in common, especially as she finds their bickering amusing.
  • The One Guy: So far, he's the only major male player of the rebels. Until Dyno came along.
  • Paper-Thin Disguise: He managed to pass himself off as "Distraught" by simply changing his color scheme.
  • Reality Warper: As befitting the Spirit of Chaos.
  • Worf Had the Flu: You'd think Discord could solve a lot of problems with a snap of his fingers. Turns out even he can't do much against the Orb of Reality.


The warriors of former Unicornicopia, now part of United Equestria, led by Lightning Dawn. They lead the fight against Dark Conquest. Their main members consist of Lightning Dawn, Starla Shine, Buddy Rose, Artie, Rhymey, Dyno, and Myte.

    Tropes applying to all members 
  • Bad Cop/Incompetent Cop: The two things they're most frequently doing seem to be persecuting Equestrians and getting curb-stomped by Conquest.
  • Broken Pedestal: As it turns out, pretty much all of them (save for perhaps Lightning and Rhymey) have become quite disillusioned with their lot in life, envying the friendship, heroism, and competence of the Elements of Harmony. This reaches a breaking point with Myte's death. Eventually, even Lightning goes through this when he realizes how awful he's been acting and how little Celesto actually cares about him.
  • Create Your Own Villain: Quite a bit of Dark Conquest's army consists of those sentenced to prison planets for crimes such as speaking out against Grand Ruler Celesto or thinking enemies can be redeemed, now seeking revenge against them.
  • Crippling Overspecialization:
    • They have exactly one specialty: dealing with a singular Monster of the Week, while the civilians hide behind shields so they don't get caught in the crossfire. This doesn't really help them in all-out war against Dark Conquest, who deliberately stays away from this particular tactic.
    • The Space Ponies have genes that increase their physicality, however they can only boost one physical attribute at a time, making them largely ineffective against Dark's Conquest diverse army.
  • Deconstructed Character Archetype:
  • The Dividual: Story-wise, the majority of them are treated as a single character, and most of them are interchangeable with each other. Which, admittedly, isn't too far off from the source material. Later chapters are defying this by working towards building up their individual characters, and the rewrite does away with this completely by giving them extra scenes showcasing their individual personalities.
  • Dwindling Party: Dark Conquest plans to hunt down every single member of Starfleet, one by one. He ultimately succeeds in taking out Myte and Buddy Rose, crippling Artie, and swaying Rhymey to his side.
  • Fantastic Racism: Starfleet has a very high opinion of Unicornicopians (which make up most of Starfleet) and have a very low opinion of those from other races, as they do in the source material.
  • Five-Man Band:
  • Flat Characters: As pointed out by Dementia in-story, there's very little to them personality-wise. They do get Character Development later on, though. Averted in the rewrite, as the author made the effort to establish their individual personalities right off the bat.
  • Good Feels Good: What most of them come to realise through the Mane Five extending their friendships to them.
  • Heel–Face Turn: Most members of Starfleet are gradually brought around to the ways of old Equestria from the tyrannical dogma of the Grand Ruler.
  • Hero with Bad Publicity: Unlike in the source material, it is shown Starfleet is disliked by a majority of the population of United Equestria, with many thinking that there's little to nothing heroic about them.
  • Lack of Empathy / A Million Is a Statistic: They show little concern for the deaths of civilians in the war. They hardly even bat an eye at Myte's death - with the exception of Dyno.
  • Leeroy Jenkins: They're so confident that they're invincible that they willingly charge into battle against any foe, often with no strategy whatsoever. They very much aren't.
  • Tautological Templar: They believe that anything Grand Ruler says is right, and therefore anything he allows them to do must be justified. Much to the Equestrians' chagrin, as Grand Ruler happens to have a serious case of Fantastic Racism against them.
  • The Worf Effect: They get defeated soundly during their first clash with Dark Conquest's forces, demonstrating just how dangerous Conquest is.
  • You Have Outlived Your Usefulness: A rare example of a (nominally) heroic side subscribing to this ideal, although it's not necessarily fatal. If someone is no longer useful to them, or if they never were in the first place, Starfleet has no problem abandoning them.This is most likely intended as a jab at the tendency of Mykan's characters to be Put on a Bus if he can't come up with ways to use them, as is the case with Cookie Dough and Inquirius (the former of which gets Killed Off for Real by Conquest, who calls them out on this).

    Grand Ruler Celesto 

The militaristic ruler of former Unicornicopia, now United Equestria. Dedicated to maintaining the ways of Unicornicopia and enforcing them on others.

  • Adaptational Villainy: This fic removes Grand Ruler's Protagonist-Centered Morality and brings the less-savory implications of his Starfleet Magic portrayal to the forefront. It also depicts him Mind Raping his subjects into accepting him as leader and being The Man Behind the Man to at least two Starfleet Magic villains.
  • Asshole Victim: Unsurprisingly, no sympathy is spared for Celesto when Conquest kills him.
  • Berserk Button: The mere concept of friendship and redemption seems to be one.
    • Also despises anything that, to him, makes Unicornicopians look bad compared to the "inferior" races.
  • Big-Bad Ensemble: He's one of the main antagonists alongside Dark Conquest, with the two having conflicting agendas and opposing each other.
  • Big Good: Subverted. While he may be in charge of United Equestria it's rather obvious that there's hardly anything "good" about him.
  • Black and White Insanity: As far as he's concerned, you're either with him or you're evil. No exceptions.
  • Boomerang Bigot: He dislikes the Equestrians, but he himself is one.
  • The Caligula: Shown to be authoritarian, unlikable and thoroughly ineffective.
  • Clap Your Hands If You Believe: Celesto's powers are fuelled by ponies believing in him; when that belief is taken away, he starts to weaken.
  • Clothes Make the Superman: His powers come from the Tri-Horned Crown and Orb of Reality, which allow him to brainwash others en masse and make changes to reality that not even Discord can reverse; without them, he's little more than a normal unicorn. Even his wings are simply mechanical replicas.
  • Control Freak: He is positively hellbent on clinging to power in United Equestria, his own people be damned.
  • Cuckold: His wife Celestia is shown to be having an affair with Goldwin AKA Discord, and so far he is completely unaware of it. Granted though, from what we can see of his personality, it's rather understandable as to why Celestia would cheat on him.
  • Evil Cannot Comprehend Good: He genuinely doesn't seem to get what the Equestrians have against him.
  • Fantastic Racism: Has a very low opinion of anyone who's not a Unicornicopian, to the point of refusing help from other countries even when it's obvious he needs it.
    • Dramatic Irony: Which is especially hilarious, when one considers he himself is an Equestrian.
  • Fascist, but Inefficient: His ruling style is, unlike the source material, shown to be this. He sinks far more of United Equestria's GDP and manpower into the military than is necessary, to the detriment of everything else, such as feeding and educating his people, and even then it ends up being a moot point since said army turns out to be grossly incompetent. His propaganda and doctrines only serve to alienate his nation from all others, which bites him in his time of need, and end up turning half his population against him and fostering rebellion.
  • General Failure: See Too Dumb to Live below for why you do not want this guy commanding your army. Which is made all too apparent when Conquest kills him and United Equestria's performance against Conquest instantly skyrockets.
  • God Guise: It becomes gradually more apparent he's not as god-like as he portrays himself as being, and in fact requires ponies to believe in him to have power at all. All his power comes from magical artifacts and he's not even a Winged Unicorn as he presents himself, his wings are fakes existing to simulate flight and stroke his ego. Without all of that, he's nothing more than a normal unicorn.
  • Hate Sink: Dark Conquest might be the bigger overarching threat looming over United Equestria, but Grand Ruler's the one making life hell for half its people on a daily basis. As such, he ends up being the more direct object of hatred both in-universe and out. And unlike Conquest, who can at least be charismatic when he wants to be, Celesto is nothing if not punchably self-serving and arrogant.
  • How the Mighty Have Fallen: Starts the story as a powerful dictator, ends it as a powerless raving lunatic.
  • Humiliation Conga: Once the facade he cast on Equestria starts to unravel, everything goes to hell for Celesto. He loses his soldiers, then his control over the masses, then his facade of godhood. When he decides to unveil Serpentari, his forces get beaten back by the Equestrians and he gets beaten down by Lightning, whom he'd subjected to years of neglect and emotional abuse. He runs with his tail between his legs to Canterlot, only to find Conquest waiting for him and the Orb of Reality stolen and turned on him by Celestia, who sends Celesto and Conquest to an isolated area to duke it out. He then gets humiliated in full view of all Equestria and killed by Conquest, who then screws his corpse for good measure. To make it even worse, Celestia and Luna promptly take over and do more in one chapter against Conquest than Celesto managed to the entire story.
    • Karmic Transformation and Back from the Dead: But wait—for him, it gets even worse! His death is reversed at the war's conclusion, thanks to the efforts of a revived Twilight Sparkle, Trixie, and their respective element-bearer groups... the catch is, Grand Ruler is now a hapless, wingless, hornless colt. Bear in mind that last bit: hornless colt. As in, now an earth pony, though he needed a mirror to help himself see that once he climbed out of a crater close to Canterlot. As one hilariously tragic-yet-fantastic final insult, who else but Titan should show up to tell him that he's doomed to spend the rest of his days as a colt, until he learns humility—whilst telling him that, since Celestia doesn't want to be married to a child, he can consider his marriage to her annulled? The scream he gives at this news highlights how far he had fallen, and while it does put him in a distressed light, it's still delicious since Grand Ruler is now in an Ironic Hell of sorts. His "utopia" has fallen, and is being rebuilt with his ideas for how it should be run kicked to the curb, all the damage he has done more or less reversed, his power is gone, and the cutie marks he took away from his precious Unicornicopians have made a comeback, while the Equestrians he damaged with his facilities are on the road to recovery. While it's still unclear if Grand Ruler has his own mark re-appear, or if he ever got it, it's just as well, considering all he did just to remain in power.
      • Turns out, his cutie mark depicted something flipping a board game. However, he no longer has it, and may have to earn a new one. As another insult? He now has to spend his days under the watch of the Cutie Mark Crusaders, which include Dinky and Daphne now. Sadly though, it doesn't stick, as in the epilogue we see him in a psychiatrist's office as a mere teenager, insanely declaring that he will rule Equestria again one day, all while a cardboard horn is strapped to his forehead.
  • Illegal Guardian: Takes Lightning Dawn in just to exploit his power and make him into a living weapon, rather than raise him as an actual son.
  • Insistent Terminology: It's not "military expansion", it's "offering protection to other races in exchange for making them adopt his ways".
  • Ironic Hell: The Elements of Harmony return him to foalhood so that he can grow out of his Manchild mentality. Instead of being all-powerful like he wants, he instead gets placed under the care of the Cutie Mark Crusaders. Eighteen years later, we see him in a psychiatrist's office proclaiming that he will be king again one day... while wearing a cardboard horn.
  • It's All About Me: If it goes against Starfleet's (read: his) ideals, he won't stand for it. He's so self-absorbed, he doesn't realize his own wife is cheating on him, or that his children aren't really his.
  • Jerkass: Damn straight.
  • The Man Behind the Man: Emil Kudos was acting on his orders all along in Starfleet Magic IV, and he brainwashed Raven into hating Celestia, making him directly responsible for Twilight's death.
  • The Millstone: Due to most of the other tropes listed here, he's more of a hindrance to United Equestria's war effort than a help. His death allows the far more competent Celestia and Luna to take over, and promptly make more progress in one chapter than Celesto had the entire story.
  • A Nazi by Any Other Name: Grand Ruler's regime to shown to be very fascist. Under it, there are delights such as internment camps, censorship of the press, state-sponsored racism, constant focus on the military, re-education facilities, correctional facilities for "undesirables" and the arresting and imprisonment on far-off prison planets of anyone and everyone who publicly voices their dissent for the government.
  • Off with His Head!: His death at the hands of Dark Conquest.
  • Orwellian Editor: It's shown that he tends to engage in modifying the memories of his citizens and soldiers, such as telling them that the Elements of Harmony were ineffective against Dementia, Rep-Stallion and Mysterious when, in actuality, they defeated them and were forced to surrender when a spirit threatened harm upon their families.
  • Parody Sue: He's basically an invoked God-Mode Sue, only the world doesn't bend over backwards for him and as such he ends up not very godlike.
  • Politically Incorrect Villain: "Fantastic Racism" is practically his middle name. Even towards the Equestrian ponies that are basically winning the war for him.
  • Psychopathic Manchild: He's been explicitly compared in-story to a child playing a game, preferring to flip the board rather than obey the rules when they don't sit well with him.
  • Smug Snake: It's made abundantly clear over the course of the story that, despite being arrogant and convinced of his godhood and superiority, Celesto is little more than a gibbering moron who just happens to have two of Meadowbrook's artifacts on his side.
  • The Sociopath: Celesto fits most of the qualities. He shows no empathy for others, is fully willing to lie and deceive, does not form meaningful attachments to anyone, and is very self-centered.
  • Take That!: His portrayal here is basically a huge jab at the character from the original fics. And given that Grand Ruler was an Author Avatar there, he can also be read as an unflattering caricature of Dakari-King Mykan himself.
  • Tautological Templar: He's basically unable to even comprehend the possibility of himself being in the wrong.
  • Too Dumb to Live: Celesto seems to be a walking checklist of ways not to fight a war.
    • He's more concerned about training his troops around the clock than he is about basically everything else, such as actually feeding them.
    • He maintains that the enemy is disorganized and has no plan of attack, even when confronted with evidence that the enemy's attacks form a clear pattern.
    • He refuses aid from allied countries in the belief that Starfleet can overcome the threat on their own, even as they clearly fail to do so and countless ponies die.
    • When finding out that rogue Unicornicopians have joined the enemy side, he immediately censors this information in an attempt to keep Starfleet's reputation clean and throws the pony who returns with this important information into a prison camp for his effort.
    • He sends assassins after the five ponies that are literally the entire reason United Equestria is still in the war. Thankfully, they fail, mainly because the Elements are a lot smarter than Celesto and his hit squad.
  • Underestimating Badassery: Sweet Celestia, does he have a bad habit of this.
    • He assumes Conquest is just another easily-disposed villain rather than a major threat. He's dead wrong, and loses all of his power for it.
    • He severely underestimates what the Mane Five and their bond of friendship is capable of.
    • Finally, he starts Operation Board Wipe by putting all of Equestria to sleep, completely forgetting that Princess Luna is a thing.
  • Undignified Death: Boy howdy. Celestia teleported him to a barren wasteland along with Dark Conquest, who proceeded to brutally beat him to an inch of his life while all of United Equestria watches. Dark Conquest also gleefully reveals that Celesto was actually an ordinary Equestrian unicorn whose godlike power and alicorn-like appearance came from two powerful artifacts he stole a millenium ago from his best friend, one of which was pilfered by Celestia herself right out of his own pocket shortly before in order to leave him completely helpless. After being outed as a complete fake who callously killed, brainwashed, and overall blighted countless lives for his own purely selfish, deluded reasons to his precious Unicornicopians, his broken body is crucified into the ground using his own three horns (two of them fake) and has his head literally kicked off his body. To add insult to well-deserved injury, Dark Conquest decides to spend an hour fucking Celesto's headless corpse while waiting for a meeting with Celestia.
  • Ungrateful Bastard: His response to the news of Starfleet being saved by Equestrians? Slap Lightning for delivering the news and spin the story to make it seem that their intervention got Myte killed. Not to mention that his response to other nations for offering to lend aid effectively amounts to "Get Out!".
  • Villainous Breakdown: His composure breaks down entirely when the Knights' defeat of Titan is broadcast to all of Equestria, thus discrediting him. He then responds by initiating operation "Board Wipe"... which certainly doesn't imply anything good. Once that gets foiled, he loses any semblance of dignity and control and is reduced to trying frantically to find a way to cover his ass. Dark Conquest even name-drops this trope when showing up to confront Celesto in his throne room.
  • Winged Unicorn: Averted, painfully so for him. His golden wings are mechanical replicas, designed to simulate flight and stroke his own ego. He is deprived of these in The Fall Ends, Pt. 2.

    Lightning Dawn 

Student to Grand Ruler and leader of Starfleet.

  • The Atoner: After the story puts him through the wringer, he decides to finally see the world through Equestrian eyes. What he sees isn't terribly pleasant, and he thus devotes himself to making amends for all the nasty things he did and said in the past.
  • Break the Haughty: The story is not at all kind to him with the revelations it throws out, bringing him down from an arrogant jerk to a whimpering wreck.
  • Character Development: He starts out as an arrogant jackass who's used to having everything go his way. After going through a big case of Break the Haughty, he becomes more humble and wise.
  • Commanding Coolness: His rank. The "coolness" part, however, is called into question.
  • Death by Origin Story: His family was killed and his homeworld destroyed before he was taken in by Celesto. In fact, Celesto ordered their deaths himself to exploit this trope and make Lightning seem like more of a heroic character.
  • Et Tu, Brute?: His reaction to being attacked by rogue Unicornicopians fighting for Conquest.
  • Failure Hero: Pointed out in-story by Dyno in Chapter 8. Specifically, he notes how Lightning Dawn is supposed to have tremendous amounts of power and yet is unable to truly save anyone when it matters, such as in the cases of Twilight Sparkle and Myte. Both of whom, incidentally enough, died at the hands of Raven. This only gets worse as the story goes on, with Buddy Rose biting the dust, also courtesy of Raven and Artie nearly dies at the hands of Dark Conquest.
  • Happily Married: To Starla Shine. Except they're not and barely know the first thing about each other. Ultimately, they decide they're better off as just friends and break up.
  • Heroic BSoD: He finally breaks when the Red Shirts assigned to his team are killed, believing himself to be useless.
  • I Just Want to Have Friends: Starts to show shades of this as his teammates either start dying or flat-out quit and he finds himself increasingly alone with very few people who actually care about him.
  • I Let Gwen Stacy Die: Specifically, letting Twilight die. Although he didn't just let her die: he basically pulled the trigger by disabling her magic while she was fighting Raven as a Manchurian Agent under Celesto's orders, and is aghast at it.
  • Jerkass: Rarely has anything positive to say and acts rather unlikable to several ponies.
  • Knight In Sour Armor: Over time, he begrudgingly develops respect for the Equestrians, not that he would ever admit to such a thing (largely because of Grand Ruler).
  • The Leader: For Starfleet. Nominally, also for the Elements of Harmony.
  • Leeroy Jenkins: Pretty much torn to pieces with him. It's actually pointed out by both the Elements of Harmony and the villains that his tendency to rush headlong into dangerous situations tends to make problems faced by the heroes much worse than they should be, such as putting Twilight Sparkle into the situation that lead to her death or him getting severely and mercilessly beaten by Dark Conquest.
  • Manchurian Agent: Lightning is horrified to discover he disabled Twilight's magic during her battle with Raven due to some trigger of Celesto's.
  • Misery Builds Character: Goes through absolute hell during the events of the story ranging from getting soundly beaten by the villains with barely any effort on their part to realizing that hardly anyone likes him before finally improving himself.
  • My Greatest Failure: Letting Starla get kidnapped in this story was his second one. His first was letting Raven kill Twilight and being unknowingly complicit in her death.
  • Official Couple: With Starla. By the end of the story, however, they break up and Lightning hooks up with Krysta instead.
  • Only Friend: He and Krysta were this to each other before Lightning was taken in by Celesto. With Starfleet falling apart and Krysta's world destroyed, they become this once again.
  • Parody Sue: The original story treats Lightning as the best thing since sliced bread no matter what happens, and Lightning clearly expects the same to apply in this fic. Unfortunately for him, his actions and attitude instead get him painted as a pompous douche.
  • Took a Level in Kindness: He eventually comes to his senses away from Celesto's influence and becomes a better person, but not before being thoroughly broken.
  • Walking the Earth: After the war against Conquest, he goes back to this with Krysta at his side, like they did before meeting Grand Ruler.
  • "Well Done, Son!" Guy: Towards Grand Ruler. Too bad Grand Ruler doesn't give a shit about him.

    Starla Shine 

The wife of team leader Lightning Dawn. Kidnapped by Dark Conquest shortly before the war.

  • Awful Wedded Life: Made explicit in the rewrite, where she notes bitterly that Lightning never makes any time for her and doesn't seem to care for her at all on a personal level.
  • The Chick: Of Lightning Dawn's team, as she herself notes.
  • Damsel in Distress: She's kidnapped by Dark Conquest early on and spends most of the story as one. Eventually, she escapes his clutches and ends up in the universe of Berserk, which was conquered by Dark Conquest.
  • Grew a Spine: Thanks to Dementia's support, she's gradually become more independent and less a doormat. As of chapter 14, she's officially done taking crap from Conquest. She laters attacks Dark Conquest and escapes his clutches, although she later ends up on one of the worlds Dark Conquest has conquered instead of United Equestria.
  • Happily Married: To Lightning Dawn. However, she eventually comes to realize that it's not quite as happy as she initially thought which ultimately leads to them breaking up.
  • Heel Realization: Has one in Chapter 8 when she notices how she is unable to muster up but a few memories about Myte when she learns of his death.
  • Misery Builds Character: Her imprisonment by Dark Conquest was not a happy time, but she pulls through and becomes a stronger person with some help from Dementia.
  • Morality Pet: To Dementia, of all people. Given that Dementia is actually her mother, Galaxia Shine, this makes a lot more sense.
  • Rape as Drama: No thanks to Dark Conquest.
  • Satellite Love Interest: Deconstructed. As mentioned in Heel Realization above, she barely remembers anything of her teammates that aren't her husband. This is because her life revolved around Lightning Dawn and nothing else.
  • Sex Slave: Yeah, Dark Conquest is that kind of villain.

    Dyno and Myte 

The identical twin explosive experts of Starfleet. After Myte's death, Dyno's disillusionment with Starfleet drives him to become a member of the Umbra Circle resistance movement.

  • Angsty Surviving Twin: Dyno, after Raven kills Myte.
  • Character Development: Dyno is among the first of the Mykan-original characters to receive something of a personality, as it's shown neither he nor Myte enjoy being heroes nor do they enjoy living by Grand Ruler's gospel.
  • Defector from Decadence: Dyno essentially quits Starfleet shortly after Myte bites it due to how unheroic they truly are, their views on friendship and their Lack of Empathy towards the death of one of their own. Granted, he and his brothers had already begun to grow dissatisfied with being in Starfleet.
  • The Dog Bites Back: Dyno joined up with the Umbra Circle to get back at Starfleet for writing off his brother's death, among their other crimes. Even the Circle themselves are surprised.
  • Finishing Each Other's Sentences: Dyno claims they do it just to drive people crazy. Apparently it was a hit back in school.
  • Identical Twin ID Tag: Dyno has a scar under his right ear and Myte has a slightly nasal voice, as Pinkie Pie points out.
  • I Just Want to Be Normal: They both want to retire from Starfleet and settle down to have a normal life.
  • I Just Want to Have Friends: Dyno confides to Applejack that they don't really know the slightest thing about their comrades in Starfleet beyond the superficial, and envy the bond that the Mane Six have.
  • Neck Snap: Myte is killed this way, courtesy of Raven.
  • Playing with Fire: Both of the brothers have access to fire-elemental magic.
  • Retirony: In his talk with Applejack, Dyno confides in her that they want to give up the Starfleet life and pursue their own interests. Myte ends up being the first Starfleet member to bite the dust.
  • Sacrificial Lamb: Myte ends up as this, with his death establishing that Starfleet's Plot Armor has just been revoked.
  • Token Minority: The two brothers' schtick in the original was essentially being 'latino' ponies that blew things up and were twin brothers with fire based powers. Completely defied in this story, though, as they never even speak with an accent.
  • We Hardly Knew Ye: Everything we know about Myte, we get from Dyno's exposition. Myte himself gets about two appearances, which do little to develop his character, before he dies.

    Rhymey Ward 

A swordsman serving under Starfleet. Married to Fluttershy.

  • Adaptational Villainy: This incarnation of Rhymey is less stable and more of a Manipulative Bastard and all-round jerk than his original depiction. Additionally, he's shown leading the holocaust of Lightning's homeworld and personally killing his family.
  • Arrogant Kung-Fu Guy: Unlike most of the other members of Starfleet, he fully subscribes to their brand of Fantastic Racism.
  • Ax-Crazy: Any semblance of sanity he had goes out the window after he gets forced out of Fluttershy's life.
  • Bitch in Sheep's Clothing: Early on, he at least acts relatively civil, contrasting sharply with his true nature. To wit, he's the only member of Lightning Dawn's team that never actually went through memory modification or brainwashing, because he's THAT willing to murder enemies that surrendered already in cold blood to make Starfleet, and himself, look like heroes.
  • Control Freak: It's limited to Fluttershy, but he's almost as bad in this department as Grand Ruler himself.
  • Crazy Jealous Guy: Emphasis on "crazy".
  • Deconstructed Character Archetype: Of The Lancer. He resents being second to Lightning Dawn due to his belief that Lightning did not do anything to earn his position.
  • Dirty Coward: He might be smug and confident against anyone he thinks he can defeat, but when the tables are turned on him, Rhymey folds extremely quickly. As demonstrated when Fluttershy breaks free from his mind control and shouts him down, prompting Rhymey to make a run for it only to be blocked by Raven, at which point he's reduced to pathetically begging for his life.
  • Domestic Abuse: His treatment of Fluttershy is a textbook example of emotional abuse with a side of Mind Rape.
  • Double Standard: Abuse, Female on Male: As a form of karmic backlash, he ends up divorced from Fluttershy and married to a mare named Ball-and-Chain, who beats him with a rolling pin within the first ten seconds of meeting him after the magic of the alicorns the bearers made to heal the multiverse that fixed the damage Grand Ruler did.
  • The Dragon: Celesto's personal right-hand man, even moreso than Lightning.
  • Dream Walker: Part of his repertoire of mind-based powers is the ability to enter and influence others' minds, as he does with Fluttershy. Fortunately for her (and unfortunately for him), he has to contend with Princess Luna.
  • Even Bad Men Love Their Mamas: His mother is one of the two people he actually cares about, the other being Fluttershy (for a certain definition of "cares").
  • The Friend Nobody Likes: Once he joins Conquest's ranks, his colleagues waste no time making their disdain for him known. Emil Kudos looks down on him due to Fantastic Racism, Raven hates him on principle, and even Conquest enjoys belittling and insulting him. Given that he doesn't care about allegiances, only who can give him what he wants, it's just as well.
  • Green-Eyed Monster: He hates Lightning out of jealousy. He descends from a long line of perfect Starfleet warriors, and as such, Rhymey feels that he deserves to be in Grand Ruler's favor and serve as his right-hand man. Then Lightning Dawn came along and, as far as Rhymey is concerned, stole all that glory for himself.
  • Hate Sink: It's quite telling that even the author couldn't come up with a way to convincingly make him sympathetic and settled for making him a thoroughly despicable character instead.
  • Hazy Feel Turn: He goes from serving Celesto to serving Conquest, and it's hard to tell which of them is worse.
  • Humiliation Conga: Chapter 16. To wit: his plan to ruin the Knights' reputation backfires on him, Fluttershy defeats his strongest mind magic and delivers him a devastating "The Reason You Suck" Speech, Raven casually defeats and almost kills him and the only reason she doesn't is that Fluttershy's oh-so-useless kindness stops her long enough for him to be saved by Rainbow Dash (who then proceeds to beat Raven and force her to run. And Dash was injured by her battle with the Aerophants too). When he's in a cell awaiting trial, Celesto arrives and declares him a failure who could have never gotten Lightning's place simply because he had worked for it and wouldn't have fit his narrative, and his mother disowns him. Naturally, he deserved all of this.
  • It's All About Me: Everything he does is for himself. When things don't go his way, he doesn't take it too well.
  • Jerkass: Early on, it was hard to tell whether he's unpleasant or just oblivious. His scrap with Rainbow Dash pretty much confirms that he's the former, and he just gets worse from there. The rewrite makes him less ambiguous, by basically having him call Buddy a sissy in his own words.
  • Jumping Off the Slippery Slope: He pretty much cannonballs off of it when Fluttershy kicks him out, becoming a complete and utter asshole even towards his own teammates and then plotting to murder his own family just to gain back the power and prestige he lost.
  • Kick the Son of a Bitch: He kills his own father, though given that his father isn't any better than he is, it's not like anyone is going to miss him.
  • Lack of Empathy: He has absolutely no respect for his wife Fluttershy's feelings, always ignoring or dismissing her when she tries to assert herself. He also belittles and ridicules Lightning for mourning the deaths of his comrades, basically saying that they deserved it for being weak.
  • Like Father, Like Son: He gets his abusive and bloodthirsty nature from his father.
  • Loving a Shadow: His relationship with Fluttershy in a nutshell. He only sees her as a prize and not an actual living being, which Rainbow Dash calls him out on. This is likely a jab at how Mykan sees the female in fictional relationships as only an object to be won by the male.
  • Master Swordsman: Subverted. While he wields a sword, he doesn't really get much done with it. Additionally, while he does eventually hold his own against Rainbow Dash, it's only after she breaks his weapon (with her bare hands no less) and by throwing out Stupidity Inducing Attacks at her.
  • Mind Rape: He's something of an expert in this department.
  • Oedipus Complex: In a logical extreme of this phenomenon, he murders his father and gets almost creepily intimate with his mother. In fact, one of the reasons he's interested in Fluttershy (the term "loves" would be far too much of a stretch in this case) is because she reminds him of his mother.
  • O.O.C. Is Serious Business: He realizes that Fluttershy duped him into drinking a truth serum when he suddenly stops being able to rhyme.
  • Pet the Dog: When he first gets saved by the ponies that would later become the Umbra Circle, Rhymey thanks them as genuinely as he can muster - and without rhyming, no less. It comes off as shockingly Out of Character compared to what he's like in the rest of the story.
  • Politically Incorrect Villain: He's unbelievably racist towards Equestrian ponies, even by Starfleet standards. He's also at least somewhat homophobic, referring to Rainbow Dash as a "dyke" at one point.
  • Rhymes on a Dime: All the time. It's actually a form of Functional Magic that allows him to perform influence others' minds. The truth serum used on him by Belle and company breaks it permanently, rendering him completely unable to speak in rhyme.
  • Single-Target Sexuality: He's a Fluttershy-sexual.
  • Smug Snake: Very, very smug, but his plans are thwarted at every turn, and he's nowhere near as powerful as he thinks he is. The only opponent he's seen defeating is Lightning, who wasn't even all that powerful a fighter to begin with.
  • Stay in the Kitchen: To the extreme. He wants to mold Fluttershy into an Extreme Doormat to have absolute control over her, refusing to allow her even an inch of spine.
  • Stupidity-Inducing Attack: He used one on the Elements of Harmony when they first met, causing them to mistake him for Fluttershy. It's also implied that he used something similar to make Fluttershy fall in love with him.
  • Token Evil Teammate: Surprisingly enough, he's one to Starfleet. While the others are either pressed into service or have their own reasons for serving, Rhymey doesn't have their redeeming qualities or motivations other than serving Grand Ruler. And even then, he doesn't actually care about Starfleet at all, only the benefits that come with his position. He eventually joins Dark Conquest's ranks just for the opportunity to get Fluttershy back, his own planet be damned.
  • Villain Respect: Surprisingly, Rhymey at least has some respect for Twilight because he feels that she earned her position as Celestia's student.
  • Undying Loyalty: To Starfleet. Even when Lightning's own belief in their superiority starts to waver, Rhymey's doesn't. However, he only sucks up to Grand Ruler for all the benefits he gets out of it.

    Buddy Rose 

    Artie Bristles 

  • 10-Minute Retirement: After officially calling it quits on Starfleet, he returns anyway to help fight the good fight.
  • Career-Ending Injury: Artie's hands become burnt to the bone when he shields Pinkie from a fireball with his own body. However, Pinkie helped him salvage his artistic career by teaching him to paint with his feet before he then moved on to telekinesis, and he hopes to eventually return to active service.
  • Friend to All Children: As he demonstrates with the Cake children.
  • I Just Want to Be Badass: The reason he joined up with Starfleet in the first place is so that he can be a hero. It's not really living up to his expectations, though.
  • Nice Guy: Easily one of the more amiable members of Starfleet, and is quick to befriend the Mane Five.
  • Odd Friendship: With Pinkie Pie. Eventually progresses to Official Couple.
  • Only Sane Man: In the rewrite, where he's the only member of Starfleet who realises that they aren't invincible, there won't always be a Deus ex Machina to save them, and they may not all come out of this alive.
  • Parental Neglect: Subverted. As it turns out, his parents never really neglected him, and while they didn't want him to join Starfleet, it's only because they were worried about him risking life and limb.
  • Retirony: Subverted, but only just. After originally announcing his resignation, he comes back for one more fight, and ends up having to take a fireball for Pinkie. He barely survives.
  • Screw This, I'm Outta Here!: Artie calls it quits and leaves Starfleet after tearing into Lightning Dawn for not giving a shit about his colleagues.



    Dark Conquest 

Warlord and tyrant whose empire spans several planets. He has come to United Equestria with the intent of sundering and conquering the world as he has done to several others.

  • As Long as There is Evil: As long as anyone writes a Hate Fic, Dark Conquest will appear in the world of that fic to sunder and destroy it. He actually demonstrates in the Next Generation final chapter, where an unnamed writer starts writing a RWBY hate fic and in that world's fic appears the puddle that Conquest had ended into, quickly forming in a humanoid Dark Conquest.
  • At Least I Admit It: While by all means a rapist, murderer, world-sunderer, and writer of bad fanfiction of shows he hates, he notes that he, unlike Starfleet, is actually straightforward with being evil.
  • Authority Equals Asskicking: Powerful enough to have assembled his forces, powerful enough to keep them in line and powerful enough to hold his own against Lightning Dawn in one-on-one combat.
  • Big Bad: So far, almost every single bad thing that happens in the story is completely and utterly his fault. Except the ones that are Grand Ruler's fault instead.
  • Big-Bad Ensemble: Forms one with Grand Ruler. Both of them take antagonistic roles in different ways, and they oppose each other in the story's main conflict.
  • Card-Carrying Villain: Actively takes pride in being a world conqueror, serial rapist and murdering a-hole.
  • The Chessmaster: Conquest's seen his share of... well, conquests, so naturally he's learned a few tricks along the way, allowing him to stay one step ahead of the heroes most of the time. It doesn't help that Grand Ruler's a bumbling idiot to begin with.
  • Child by Rape: According to him in Chapter 8, his mother raped his father and thus, conceived him.
  • Dark Is Evil: In name and appearance.
  • Death by Genre Savviness: Ironically enough, despite being Genre Savvy, his defeat revolves around him going about it in the wrong way and, in a sense, being too devoted to his narrative. He assumes that Starfleet are the heroes of the story, and taking them out would fill the populace with hatred and leave them open to conquest, all the while playing out the usual "hero born of tragedy" story with Lightning Dawn. However, the Elements of Harmony are the real heroes of the story, and if he had targeted them in the way that he went after Starfleet and taken them out while they're weak, he would have had a much easier time with United Equestria. However, he didn't, they pulled themselves together, and he gets his ass kicked out of their universe for his troubles.
  • Embarrassing Middle Name: His full name is apparently Dark Ignatius Conquest, which would be embarrassing even if it didn't make his initials spell out "DIC". Conquest, being Conquest, doesn't particularly mind, but it's understandable why it doesn't show up very often.
  • Equal-Opportunity Evil: Shows himself willing to welcome anybody of any race into his army, though this is partially due to many of them suffering mistreatment at the hands of Starfleet. In addition, despite being a serial rapist he has no problem having two of his six high-ranking generals being women, and even allows women to fight in his army. The diversity of his army's physical states, skills and abilities also allows to him to effectively counter Starfleet's power-boosting genes, since they only increase one physical attribute at a time.
  • Evil Counterpart: To Pinkie Pie, of all ponies. Both can be fairly silly, have quite a sense of humor, and do what they do primarily for enjoyment. However, Pinkie is driven to make the ponies around her laugh and smile, while Conquest strives to make everyone miserable for his own amusement. Additionally, Pinkie represents the Element of Laughter, while Conquest embodies The Power of Hate.
  • Evil Has a Bad Sense of Humor: He genuinely seems to find the various atrocities he commits amusing. Even some of his compatriots beg to differ.
  • Evil Is Hammy: Manages to convey this even in a text-based medium.
  • Evil Redhead: Emphasis on "evil".
  • Fantastic Drug: Twilight theorizes that The Power of Hate is this to him, claiming that over time, he needs bigger and bigger doses of it to get his fix. She also claims that this is the reason he didn't just kill her friends right off the bat, in order to get more hate to feed off. Twilight uses this fact against Dark Conquest to enrage him.
  • Fatal Flaw: Ultimately, his immense Pride leads to him clutching the Villain Ball like a champ. As Twilight notes, he could've simply killed off the Elements as soon as he set foot on Equestria, but chose not to. Instead, he let the Elements and Princesses live so that he can feed off their hate... and it ultimately came back to bite him in the biggest way possible.
  • Faux Affably Evil: Comes off as polite and cheerful when talking to others, yet it's made clear to anyone that spends a few seconds with him just how much of a vile, twisted monster he truly is.
  • Foil: To Grand Ruler, being Evil Overlords opposing each other who happen to be opposites in almost every other way.
    • Grand Ruler is overtly dickish, incredibly racist, and trusts a small number of followers to get everything done. Conquest, on the other hand, puts on a facade of civility and has a large army composed of many races.
    • Grand Ruler is a Bad Boss that sits back and manipulates those under his control to do his bidding, while Conquest isn't afraid to get his hands dirty, rarely lies to his minions' faces, and generally treats them well enough.
    • Grand Ruler is inflexible and obstinately opposed to change, while Conquest strategically adapts to his enemies.
    • Finally, Grand Ruler is borderline Too Dumb to Live while Conquest is incredibly Genre Savvy.
  • Genre Savvy: Practically played for laughs. For whatever reason, he knows story telling conventions to the point where he could almost pass for a Troper.
  • Healing Factor: Being powered by hate means that most wounds made against him simply get healed right back, due to those wounds more often than not being fuelled by the attacker's hatred of him. The answer, naturally, is to use The Power of Friendship to do him in.
  • Hero Killer: He disembowels Cookie Dough. In addition, he's also fought against several heroes from the worlds he's visited and conquered. Needless to say, many, if not all of them, fell by his hands.
  • Horsemen of the Apocalypse: While there's only one of him, this is a recurring motif of his, with several descriptions of him being paraphrased from the Book of Revelation. Plus, he shares his name with one of the biblical Horsemen.
  • Humanoid Abomination: A sinister, world-destroying figure that runs on The Power of Hate? Dark Conquest fits the bill.
  • I Have Your Wife: Kidnaps Starla Shine in the very first chapter and enjoys lording it over Lightning Dawn. Granted, no one else actually knows about Starla's fate.
  • I'm Melting!: Upon death, Conquest's body decomposes into a pile of black goo.
  • Jerkass: And that's putting it lightly.
  • Kick the Son of a Bitch: Conquest gets to put the finishing touches on Grand Ruler, humiliating and then killing him in front of his subjects. Though this is mainly Conquest being his usual dickish self, it's still very hard not to enjoy that scene.
  • Knight of Cerebus: Whenever he appears on the story, whether via holographic image or in-person, you can expect things to get really dark and serious for the heroes really quick. However, he often brings his own brand of humor to the table.
  • Laughably Evil: Yes, he's an unrepentant bastard, but he's just so over-the-top that it's hard not to laugh along with him from time to time.
  • Logical Weakness: Because he draws power from hate, Pinkie Pie's optimistic singing causes him physical harm. Also a Weaksauce Weakness, but at least it's a sensible one.
  • Multiversal Conqueror: Whenever a universe becomes steeped in hatred, Conquest will be there to feed on the hate and conquer that universe, massacring most of its inhabitants and enslaving the rest. He's done this many times before.
  • Nice Job Fixing It, Villain!: Humiliating, exposing, and killing Celesto instantly blows up in his face, as it lets Celestia and Luna take over. To say they're more competent than Celesto is a gigantic understatement.
  • Outside-Context Problem: What is shown to be the most dangerous thing about him is the fact that he does not act like previous enemies that Starfleet has fought against. To wit:
    • Instead of following the Monster of the Week format that his predecessors have done to death, he instead prefers to send battalions of his troops to invade the cities while also cutting off both the shields and the town's method of contacting Starfleet, noting Starfleet fully expects the former and is completely unprepared for the latter.
    • Thanks to him running on hatred, Starfleet's policy of "hit it until it drops" is completely ineffective. Even the Uniforce fails to do anything, as contrary to appearances, it's a corrupted form of magic that's fueled by hate.
  • The Power of Hate: Stated by him to be the one thing that gives him strength and attracts him to other worlds. It is for this reason that he comes to United Equestria in search of a new world to add to his list of conquered worlds, noting that United Equestria is dripping in hatred due to the incompetence and xenophobic actions of both the military and the country's ruler. Notably, things only begin to seriously turn around on him after the Grand Ruler, the source of most of the hate powering him, is dead, meaning killing him off might not have been Conquest's brightest idea.
  • Pride: Big time. When called out for taking his sweet time taking over Equestria, he responds that he wants to savor their hatred as he believes there's no way they can match up to him.
  • Psychopathic Manchild: He seems to view the atrocities he commits as some sort of twisted game.
  • Rape, Pillage, and Burn: What he and his armies due to populated areas they visit.
  • Reasonable Authority Figure: For such a depraved individual, he generally treats his own followers surprisingly well. At the very least, he can be more reasonable than Grand Ruler - if and only if you're on his side.
  • Serial Rapist: In more ways than one.
  • Troll: A particularly malicious one, but Conquest nevertheless gets his kicks from deliberately getting his victims riled up at him in order to feed on their hatred. When Celestia brushes him off, he actually loses his cool briefly.
  • Villains Never Lie: One of Conquest's few redeeming qualities is his unfailing honesty; he never lies to anyone over the course of the story, and is always straightforward with his intentions, but is no less capable of staying ahead of them for it. This contrasts heavily with Grand Ruler, whose regime is built on nothing but lies.
  • Wrong Genre Savvy: While usually not the case, he makes one grievous miscalculation by assuming that Belle Amie is simply a useless side character that's only there to garner sympathy, dismissing her as a non-threat. Anyone who's paid attention to the story knows that she's anything but.
  • You Monster!: This phrase and variants thereof are pretty much his Phrase Catcher, since virtually everything he does is morally reprehensible in some way. As you might expect, it's always taken as a compliment.

    Dementia, Mysterious, Rep-Stallion 

Formerly servants of Titan until their demise, this trio has been raised from the dead by Dark Conquest and now serve under him as generals.

  • Action Mom: Galaxia Shine was no slouch back in her day, and after reuniting with her daughter Starla, she still holds her own in a fight.
  • Adaptation Name Change: They had different names in their past lives.
    • Dementia used to be Galaxia Shine.
    • Mysterious used to be Blackened Myst.
    • Rep-Stallion used to be Swift Blade.
  • Adaptation Origin Connection: Before becoming Titan's minions, they used to be Unicornicopians before being put to death by Harry Ward.
  • Adaptational Heroism: They're generic villains in Starfleet Magic, but are made much more sympathetic here.
  • Affably Evil: See Token Good Teammate below. Aside from working for Dark Conquest, they don't necessarily seem that bad.
  • Back from the Dead: Much to Starfleet's dismay.
  • Came Back Strong: Before, Starfleet could handle them easily. Now, the roles are reversed.
  • Deadpan Snarker: Mysterious has his moments.
    Starla: Oh, I can handle that. Where's the hopscotch table?
    Mysterious: Your leader's judgment when it comes to strategy leaves much to be desired.
  • Deal with the Devil: All three made these with Titan when near death. He revives them in their new forms, at the cost of their memories.
  • Emergency Transformation: Titan turned them into their current forms when they were each at near death.
  • Even Evil Has Standards: Dementia and Rep-Stallion are both adverse to rape, while Dementia also Wouldn't Hurt a Child.
  • Freudian Trio: Mysterious is the Superego, Dementia's the Id, and Rep-Stallion is the Ego.
  • Heel–Face Turn: As mentioned by Titan, the three of them, whether they know it or not, are more closely aligned with the good guys than they are with Dark Conquest. They officially turn on him in chapter 16.
  • Hidden Depths: Dementia collects plushies and is a closet geek, much to Starla's surprise.
  • Lizard Folk: Rep-Stallion. As it turns out, this is because he's a kirin just like Rarity and Spike's daughter, Crystal Clarity.
  • Mama Bear: Dementia's protective attitude towards Starla - especially with regards to Dark Conquest - stems from her being Starla's mother. When she regains her memories and realizes that Dark Conquest most likely knew all along, she goes ballistic. On a somewhat lighter note, she's also not very pleased with Lightning treating her daughter like crap during their marriage.
  • Not-So-Harmless Villain: In the source material, they were a minor threat at best. In this story, it can be said that they are no longer minor threats. Granted, they do turn on Dark Conquest in Chapter 16.
  • Out of Focus: In contrast to the source material, where the three had roughly equal screentime, Dementia received much more spotlight than the other two early on. Later chapters give more attention to Mysterious and Rep-Stallion, but Dementia remains the most prominent member of the trio.
  • Parental Substitute: Starla eventually becomes attached to Dementia, who is about the only one to show her any kindness during her captivity. Despite everything they've been through, Galaxia's love for her daughter still holds strong.
  • Reincarnation Romance: Rep-Stallion continues his previous life's relationship with Inquerius.
  • Related in the Adaptation: They're all related in some way to Starfleet characters:
    • Dementia is Starla's mother.
    • Mysterious is Brain's brother.
    • Rep-Stallion is Inquerious' fiancé.
  • Romantic Two-Girl Friendship: It starts out largely as pity and Pet the Dog, but Dementia eventually develops one with Starla. And it makes sense why, as Dementia is Starla's mother.
  • Spell My Name with an "S": Dementia's name is occasionally spelled "Dimentia", with different chapters alternating between the spellings. The rewrite settles on "Dementia".
  • The Stoic: While Mysterious is just as capable of emoting as the other two, he doesn't do it much.
  • Terrible Trio: Although not quite as terrible as some of the others on their side.
  • Token Good Teammates: Compared to the other generals, the three of them are shown to be decidedly less evil, as they are mentioned to not only have zero kills, it is also shown that Dementia has a soft spot for children and shares with Rep-Stallion an utter disgust for rape and Mysterious was willing to let a few innocent civilians escape.
  • Villainous Friendship: They genuinely see each other as True Companions. They also seem to be bonding with, of all people, Starla, starting with Dementia.
  • Walking Spoiler: The further along the story goes, the more is revealed about them.
  • What Is This Feeling?: They're artificial constructs, and therefore were never intended to have emotions. The fact that they somehow do baffles all three of them. And so it turns out, they are not artificial constructs, but Unicornicopians before their transformations into their current forms.


Princess Cadance's older brother, corrupted by a suit of Power Armor and destroyed by Starfleet. Later brought back to life to serve as one of Dark Conquest's generals.


One of Starfleet's earliest nemeses, revived to serve under Dark Conquest.

  • Adaptation Species Change: He's an Equestrian. Specifically, an alicorn.
  • Adaptational Attractiveness: His current appearance is just a disguise. He's an Equestrian and a non-anthropomorphic one at that.
  • Adaptational Heroism: He was just a Generic Doomsday Villain in Starfleet Magic, but here, he has much more redeeming qualities and it is all but spelled out that he is Celestia and Luna's father, which is confirmed in Chapter 17.
  • Affably Evil: He takes good care of those placed in his charge by Conquest, and is polite and well-spoken despite being a villain. Mainly because he isn't one.
  • Back from the Dead: You may be noticing a trend. Well, Titan's apparently not part of that trend, but still.
  • Badass Bookworm: He's an intelligent planner and go player who can also hold his own against the Knights of Harmony.
  • But Now I Must Go: After the story, he leaves to spend time with his wife and let his daughters rule over their kingdom.
  • The Chessmaster: He convinced Fratello to attack the Crystal Empire of his own accord which, on a second reading, almost seems like a non-fatal Uriah Gambit to get him defeated and purified by Cadance, and while he hasn't been seen making any real schemes, he's seen modelling maneuvers in the war on a board for Go. Surely enough, when he does act, he offers support to both sides - with the Equestrian side getting the major benefits.
  • Dragon with an Agenda: It's implied that he's got his own plans separate from those of Conquest. Confirmed in Chapter 13.
  • Evil Is Hammy: Even though he's less than evil, he still revels in the usual bombast of your average hammy Evil Overlord when making his Big Entrance in Neighpon, musing that if he's going to play the villain then he might as well indulge in a bit of drama.
  • Failure Gambit: He fights and is defeated by the Knights of Harmony in a battle televised across Equestria, unveiling Grand Ruler as a fraud. This also allows him to reunite with Celestia and Luna after they take him in, although they don't recognize him, and doesn't really hinder him since he can break out whenever he wants.
  • Good All Along: He initially set out to investigate an encroaching darkness that happens to be the Necromancer, and ended up opposing Celesto along the way. Given that Celesto's evil in this story, Titan is naturally the good guy in this scenario.
  • I Let You Win: While he is ultimately defeated by the Knights, Tirek suggests that he was holding back and that he would've wiped the floor with them had he been fighting at full strength.
  • Last of His Kind: He's one of the few Equestrians who was not forcibly converted into an anthropomorphic pony.
  • Luke, I Am Your Father: Celestia and Luna's father was also named Titan. It's all but spelled out that this is not a coincidence. It is confirmed that he is their father in Chapter 17.
  • Orcus on His Throne: In contrast to most of Conquest's generals, who are itching to get into the action, Titan prefers to sit back and watch things unfold. He's got a good reason, though; after all, he can't very well contribute to destroying his own world.
  • Out of Focus: He's gotten very little focus throughout the story, to the point where he's only made a few minor appearances. Even Mysterious, Dementia, and Rep-Stallion, who were formerly his minions, have gotten more focus. This is rectified later on.
  • Physical God: His daughters are Physical Goddesses in their own right, and he's implied to be as powerful as them, if not more so.
  • Related in the Adaptation: In Starfleet Magic, he did not seem to have any blood ties to Celestia and Luna. Here, it's all but spelled out that he's the princesses' father. Confirmed in Chapter 17.
  • Smart People Play Chess: He's an intelligent schemer who enjoys playing Go.
  • So Proud of You: To his daughters, Celestia and Luna when he is reunited with them.
  • The Starscream: Conquest knows that Titan has his own agenda that involves betraying him, but lets Titan work anyway just to see where it goes, due to his confidence that he's stronger than Titan.
  • Walking Spoiler: When we finally do learn about him, let's just say that there's much more than meets the eye.


Another old nemesis of Starfleet, given new life by Dark Conquest.

  • Arrogant Kung-Fu Guy: Incredibly sure of her own abilities, and very much a braggart.
  • Awesome, but Impractical: The Uniforce; it launches a very devastating attack, but it leaves the user exhausted after one use. As evidenced in her encounter with Rainbow Dash, after Raven uses the Uniforce, she is Speed Blitzed by Rainbow.
  • Ax-Crazy: Yes. She even thinks Mysterious, Dementia and Rep-Stallion are too soft for not having a single kill to their collective names, and takes great pleasure in beating the living daylights out of Dyno and Myte.
  • Back from the Dead: Like all of Conquest's generals.
  • Blood Knight: She absolutely revels in the chance to do battle with Starfleet.
  • Broken Bird: Given that she was taken away from her husband, tortured by a mad scientist, and then had her memories forcibly rewritten so that she would hate Celestia over a non-existent crime, she is very broken.
  • The Brute: Mostly relies on sheer power in order to fight.
  • Dark Action Girl: One of the most competent fighters on the villains' side.
  • Defiant to the End: Despite being put through unimaginable agony by Emil Kudos, she refused to break and never stopped insulting him up until Grand Ruler applied his own personal touch.
  • The Dragon: Fits the bill more than any of Conquest's other generals. She's perfectly comfortable with approaching him, and he seems to respect her strength.
  • The Dreaded: Raven is feared by Trixie and the other members of Luna's Rebellion, given that she is the one who killed Twilight Sparkle. So far, it is unknown as to whether or not Starfleet will fear her, given that she murders Myte in Chapter 8.
  • Easily Forgiven: She's utterly baffled that she'd be let off the hook so easily - by Twilight herself no less - despite all the things she did. Of course, she was certainly not herself at the time and the World-Healing Wave undid all her bloodshed.
  • A God Am I: Almost says this verbatim with regards to her ability to wield the Uniforce.
  • Gravity Master: She has the ability to intensify gravity in an area to crush an enemy. While she attempts to take Applejack down this way, it doesn't work despite her increasing gravity seven-fold, because Applejack refuses to lie down and die.
  • Hero Killer: Offed Twilight Sparkle prior to the events of the story. She goes on to kill Myte and Buddy Rose during it.
  • I've Come Too Far: Even if Raven knows that her hatred for Celestia is fake, it's become all she knows, and she feels Trapped in Villainy just to make something of it.
  • Knight of Cerebus: The story was anything but light but by the time Chapter 8 ends, she proceeds to makes it darker when she gruesomely kills Myte.
  • Mind Rape: Twice in her backstory. Emil Kudos first tried to make her forget her husband via Cold-Blooded Torture, then Grand Ruler stepped in and warped her memories.
  • The Power of Hate: She's solely driven by her hatred of Celestia. As such, she highly values her memories, as they're all she has. However...
  • The Reveal: In one of the later chapters, Raven's memories are hinted at being fake in the first place, making her a victim of the most extensive memory modification seen in the story. What isn't revealed is WHO made her into what she is right now. Her hatred of Celestia is as fake as her entire current identity is.
    • It's later revealed that her memories were modified by the efforts of Emil Kudos and Grand Ruler, the latter of whom also gave her the golden horn.
  • Smug Snake: While Raven isn't exactly a pushover, she's also not as godlike as she'd have you believe. Her victories are all against Starfleet, who get worfed on a regular basis anyway; when she goes up against the Mane Six, she gets thrashed. Especially the case with Twilight Sparkle; while Raven brags about having killed her, she glosses over how Twilight was curbstomping her, and that she only gained the upper hand when Lightning disabled Twilight's magic.
  • Unskilled, but Strong: As Twilight notes in their fight, Raven uses powerful magical attacks, but lacks the finesse unicorns typically possess. Twilight concludes that Raven is not actually a unicorn.
  • We Used to Be Friends: She was a friend of Pinkie Pie before her... incident. Hints of her old friendship still remain, as when she showed up to warn Pinkie that Conquest will be gunning for them, she behaved much more cordially than usual and a memory of their past resurfaced.
  • Wife-Basher Basher: Raven doesn't exactly like Starfleet in general, but she harbors a particular dislike for Rhymey due to his mistreatment of Fluttershy.
  • Woobie, Destroyer of Worlds: While she may be violent, dangerous, and bloodthirsty, there's no indication that she was any of those before Emil Kudos "volunteered" her for his experiments.

    The Necromancer 

A mysterious figure working alongside Dark Conquest, and his primary benefactor.

  • Canon Character All Along: In the final chapter, he is revealed to be Grogar. Note that he's not intended to be the FiM version of the character, who didn't even exist when the story was written.
  • Dark Is Evil: The first time we see him actually going out into the field, he commits genocide against the fairies. He's evil.
  • Deader Than Dead: The Elements of Harmony turn him to stone, shatter him, and scatter the bits across the multiverse. You don't get much deader than that.
  • The Dragon: He is the closest to Dark Conquest, he has worked with Conquest for far longer than any other of Conquest's subordinates, and they consider each other to be friends.
  • Dragon Ascendant: In "The War Ends in the Light", after Dark Conquest is killed, he steps up to the plate as the heroes' final challenge.
  • Dragon-in-Chief: He proves to be the far greater threat than Conquest in the last chapter.
  • Dragon Their Feet: The heroes don't fight him until after Dark Conquest is killed.
  • Eldritch Abomination: He's presented as an embodiment of death itself. Titan describes him thusly:
    “If Conquest represents the hatred one feels when viewing a world born from hate and anger, then he represents something darker. The death of an idea, when a world loses itself and what it set out to do. He goes from world to world, universe to universe, hunting out those worlds where their life just stopped and kills them, feeding on the death of that world. It’s why he follows Conquest, after all... what follows Conquest but Death.”
  • Greater-Scope Villain: While Dark Conquest terrorizes the heroes, the Necromancer works behind the scenes and has his own plans, and is implied to be a far greater threat.
  • Literally Shattered Lives: Twilight and company defeat him by turning him to stone with the Elements of Harmony and then shattering him.
  • Necromancer: He prefers to be known as one, and given that he brought a number of Starfleet's enemies Back from the Dead, he's got the abilities to back it up.
  • Non-Action Guy: The Necromancer doesn't do much in the story aside from destroying the fairy world and turning its population into zombies (and even that's mostly done off-page); Dark Conquest does most of the heavy lifting.
  • No Name Given: Not even a nickname. Even "the Necromancer" doesn't count as an actual moniker so much as the only way to really identify him beyond pronouns, based on a line from his own dialogue. Subverted, however, when he's revealed to be Grogar.
  • Person of Mass Destruction: Single-handedly destroys the fairy world Illuminoth in the space of an hour. He's even been described in-story as an embodiment of death.
  • Post-Final Boss: He fights the heroes after Dark Conquest is defeated. He also gets taken down much more quickly.
  • Pragmatic Villainy: He takes issue with Dark Conquest attacking cities on a whim, considering it "playing their hand too soon" and giving United Equestria the opportunity to formulate a defense. It's equal parts this trope and genuine worry that his friend might end up biting off more than he can chew (a possibility that Conquest emphatically denies).

    Dusk Shine 

Dusk Shine was a member of the royal guard along with Celesto a millennium ago. He now seeks to overthrow him.

  • Clothes Make the Superman: His barding (a type of armor for horses) heals his wounds and halts his aging but only so long as he wears it.
  • Decomposite Character: He is a separate character from King Sombra.
  • Miles to Go Before I Sleep: Dusk Shine wants to die due to his family and loyalties being in the past but only after Grand Ruler is taken down. He accomplishes this in Chapter 21.
  • Rapid Aging: He removes his barding in the 21st chapter, causing him to age then fade away.
  • Time Abyss: Despite being over a thousand years old, he's still going thanks to the power of Meadowbrook's Barding of Healing. But only as long as he wears it.
  • We Used to Be Friends: He was a friend of Celesto's and introduced him to Meadowbrook's artifacts. Then Celesto threw Dusk under a bus in his own bid for power.

    The Doctor (All spoilers unmarked) 

Positive Eugenic, better known as Dr. Emil Kudos, conducted many experiments on ponies and other creatures including Raven and his sister Ragamuffin under the direction of Grand Ruler. After his "defeat" in Starfleet Magic IV, he found himself in the company of Dark Conquest and dedicated his work to a new leader.

  • Boomerang Bigot: To Discord's delight and his dismay, his great-grandmother was a unicorn.
  • Cain and Abel: Given what his experiments entail, he's presumably the Cain to Ragamuffin's Abel.
  • Card-Carrying Villain: Played with; he openly admits that his views would get him branded as an irredeemable monster, but he also says that in time, his acts would be forgotten and only his knowledge will remain, branding him as a visionary instead.
  • Cool and Unusual Punishment: Gets one from Discord. Simply executing him wouldn't do because of his mentality, so Discord digs up evidence that he has unicorn ancestry and turns him into one.
  • Even Evil Has Standards: When trying to tell Conquest about one of his past victims (who Conquest naturally does not remember), Kudos becomes noticeably uncomfortable when describing what he did to them.
  • Evil Counterpart: To Shining Spark. Both are the brains behind their respective sides, differing primarily in motivation. Kudos works solely to validate his own views of superiority, while Spark works to support her friends. While Kudos dismisses emotions such as compassion and empathy as being worthless and thus distances himself from them, Spark lacks emotions entirely and is trying to regain them.
  • Evil Genius: His intelligence is his main contribution to Conquest's forces, as he doesn't take the field personally until the climax.
  • Fantastic Racism: A shameless, unabashed earth pony supremacist.
  • Faux Affably Evil: Kudos is almost unfailingly polite, even as he performs his "experiments" and preaches earth pony supremacy. Particularly chilling is him being entirely formal and even-tempered while describing how he killed Applejack's parents and planned to do the same to her siblings.
  • For Science!: His sole motivation, although his definition of "science" seems to be "proving the supremacy of earth ponies beyond any reasonable doubt".
  • Hazy Feel Turn: Defected to Dark Conquest from Grand Ruler for the opportunity to experiment on Unicornicopians.
  • Heel Realization: Played for Laughs; as the final epilogue shows, after eighteen years of soul-searching, Kudos comes to the conclusion that he was "kind of an asswipe".
  • Knight of Cerebus: The story is anything but light and has its share of despicable individuals when he first appears. Emil Kudos manages to be vile even by those standards. He's also one of Conquest's few minions with no redeeming qualities.
  • Lack of Empathy: He only cares about his own twisted experiments and views, with zero regard for the feelings of others.
  • Mad Scientist: He conducts highly unethical experiments to modify the bodies of living ponies, including his own sister, and has absolutely no moral qualms.
  • The Man Behind the Monsters: He created the assassins sent by Grand Ruler to dispatch the Elements of Harmony, the Cardinals under the Dark King, and was partially responsible for turning Raven into the Ax-Crazy, Celestia-hating Blood Knight she is now.
  • A Nazi by Any Other Name: Brings to mind Nazi scientists, with his preaching about how Earth Ponies are the master race and should be made to rule over the other, lesser pony races and performing horrific experiments to prove his views.
  • One-Winged Angel: He injects himself with a serum that turns him huge and muscular to do battle with Applejack.
  • Politically Incorrect Villain: His experiments would be inhumane even if he wasn't a raving Fantastic Racist; the fact that this forms the basis of his "research" just serves to make him look even worse.
  • Sinister Surveillance: He is constantly keeping Applejack under surveillance, as he planned for her to be one of his experiments. He also has eyes on virtually every major player on both sides, and this actually serves as a Framing Device for one chapter.
  • The Sociopath: He has no morals, no empathy, and no care for anything other than his own Fantastic Racism.
  • Terms of Endangerment: He's the only character that consistently refers to Applejack as "Abbigail", and given what he did to her family, it's not endearing.
  • Trademark Favorite Food: Often seen eating jelly beans.
  • Walking Spoiler: Basically everything about him is either a spoiler for this fic or one for Starfleet Magic.
  • Would Hurt a Child: Once put a unicorn foal under a faucet to see how long it could hold its breath. Fortunately, the foal's parents were around to save it.
  • You Killed My Father: He murdered Applejack's parents as part of what he described as his greatest experiment. This trope kicks in when he reveals it to her.
  • You Monster!: He's heard this one so many times it doesn't even trigger much of a response anymore.

Alternative Title(s): Mykan Tribute Fall Of Starfleet Rise Of Harmony Rebirth Of Friendship


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