Characters / Fall of Starfleet Main Story: Rebirth of Friendship

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Main Characters

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).

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• 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. However, she does defeat King Sombra and undermines Dark Conquest with her kindness.
• 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.

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• 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.
• 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

• Asskicking Leads to Leadership: Is placed in charge of her own air division after her actions in Phillydelphia.
• Badass Boast: I live the impossible! I breathe the impossible! I AM THE IMPOSSIBLE!
• Boisterous Bruiser: Perhaps unsurprisingly.
• Cannot Spit It Out: She really, really wants to be Fluttershy's special somepony, helped by her belief that Fluttershy deserves someone better than Rhymey, but can't work up the courage to tell her for fear that it might damage their friendship. Ironically, it would probably be better for both parties if she did just spit it out, although she eventually gets there after Rhymey gets his yellow ass handed to him.
• Chronic Hero Syndrome: A borderline case. Her desire to constantly push herself at least partially results from a need to always be there for her friends no matter what, for fear of losing anyone close to her.
• 11th-Hour Superpower: In her climactic battle with Rhymey, she enters the Speed Force, giving her the speed to defeat him even with him having the Lightning Wings.
• Expy: She possesses Super-Speed, the ability to create "speed mirages", the ability to vibrate her molecules to weaken or destroy objects, and a Hyperactive Metabolism. This practically makes her a dead ringer for The Flash. She even mentions reading a book about a superhero named "Buried Alien". There's also that her speed powers come from her connection to the "Speed Force". In the final battle, she manages to meet him and be worthy in his eyes, unlike Rhymey.
• Lightning Bruiser: Still the fastest flyer in Equestria and packs a mean punch as well.
• One-Man Army: Takes down an impressive number of mooks single-handedly in Vanhoover. Even the Aerophants get beaten despite outnumbering her.
• Rage Within the Machine: Harbors a very strong dislike of Starfleet, which she doesn't bother to hide from her friends.
• The Reliable One: She absolutely insists on being there for her friends, no matter what. As the bearer of Loyalty, it's kind of what she does; however, this also leaves her with a major fear of failure.
• Required Secondary Powers: She has a Hyperactive Metabolism in order to get the energy she needs to use her Super-Speed. This also means it is very difficult for her to get drunk.
• Shock and Awe: Gains lightning-based abilities by tapping into the Speed Force.
• Super-Speed: One of her defining abilities. She boasts being faster than Unicornicopians, and considering she managed to break the "top speed 9000" limit Starfleet gave her, she can definitely back up her claims. She manages to save Fluttershy and Rhymey from Raven firing the Uniforce at the them from point blank range.
• Vibroweapon: Can vibrate the molecules in her body to weaken or destroy objects. She demonstrates this ability by breaking Rhymey's sword.
• Why Did It Have to Be Snakes?: She's claustrophobic, which Rarity notes is an extension of her fear of failing her friends by being unable to reach them.

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. In the end, she is more genuine, which makes her capable of beating Conquest.

Applejack

• 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. She realizes how much of a responsibility it is quickly.

Fluttershy

• Actual Pacifist: She never partakes in any fighting whatsoever. Unlike what Rhymey would think, this makes her far, far from useless.
• 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.
• Badass Pacifist: Drives off Dementia without lifting a hand to defend herself, by effectively dropping a Breaking Speech on her. She also tames Red Bull, a monster who gave trouble to Celestia and Luna's forces, by talking.
• Barrier Warrior: Her upgraded armor can project energy shields to protect her friends.
• Love at First Sight: Deconstructed. When they first met, Rhymey brainwashed her into loving him.
• 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.

Rarity

• 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.
• 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 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.
• Five-Second Foreshadowing: Before the final battle with Conquest, she says she can't hate Discord because he is a force of nature. Once she realizes Conquest is also a force of nature, so he needs hate to survive, all her hate for him turns to pity.
• 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. She also has spells tough enough to overpower Conquest, but he surpasses her in durability.
• 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

Spike

• Happily Married: With Rarity.
• He Is All Grown Up: In their last encounter, Bad Horse forcibly aged him up by roughly ten years. Ultimately it worked out for the best, as Rarity notes that their relationship wouldn't be nearly as objectionable as it would otherwise be.
• Retired Badass: He chose not to fight alongside his friends in favor of helping Rarity take care of their home and child.

Princess Cadance

Empress of the Crystal Empire, wife of Shining Armor, notable for the abuse she gets in Starfleet Magic.

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• Adaptational Badass: She is far from the Butt-Monkey she is in the proper Starfleet series. Good thing, because said abuse would turn Shining into the Dark King.
• The Power of Love: She uses it to save her brother from his brainwashing.
• The Scapegoat: Celesto would scapegoat her for Rhymey causing Applejack to grow violent. The abuse she gets in Starfleet Magic is deconstructed, that was just an example.

Shining Armor

Cadance's husband and a powerful Equestrian. In a timeline where he gets broken, he becomes the evil Dark King.

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• Evil Counterpart: The Dark King, born out of hate for Celesto.
• Happily Married: To Cadance.
• He Who Fights Monsters: He turns into the Dark King after Cadance and the Mane Six are put through hell by Celesto and die in a bad future. He defeats the King by simply refusing to become him.

Glarity

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.

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• 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.

Gilda

• 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.
• Birds of a Feather: She and Ace are both energetic speed demons, which was likely a contributor to her being able to bring him out of his vegetative state.
• 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.

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• Adaptational Badass: A slob and a strawman in canon, here he is a competent Wonderbolt and leads a charge against Conquest's forces once.
• 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. Gilda helps Pinkie succeed.
• Interspecies Romance: With Gilda.
• 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.
• My God, What Have I Done?: He genuinely regrets beating his sister and asks for forgiveness. He does get forgiven.
• No Good Deed Goes Unpunished: Speaking out against Celesto got him reduced to a vegetative state.

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.

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• 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, since Celesto is a tyrant.
• 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.
• 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.
• So Beautiful, It's a Curse: Celesto only married her for her looks and is incapable of viewing her (or any women in general) as anything more than objects.
• Sympathetic Adulterer: 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 fact they're only together because Celesto altered reality so she'd be his sidepiece only makes that much more sympathetic.
• 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.

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• 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.
• Master Swordsman: Both shown and told to be this. She only lost one duel with a commoner, he used a staff and unpredictable tactics.
• 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: As powerful as her sister, can counter eternal sleep made of the Orb of Reality, control the night and reign over dreams.
• Royals Who Actually Do Something: She's plotting to overthrow a tyrant and contribute 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.

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• Action Mom: Ditzy Doo/Derpy Hooves is the mother of Dinky Doo and Sparkler/Amethyst Star.
• Amazon Brigade: Save for Discord and Dyno, they're all female.
• Badass Crew: They more than hold their own against Dark Conquest's forces.
• Badass Teacher: Cheerilee.
• Beneath Suspicion: A primary reason why those particular members were chosen by Luna: Starfleet simply doesn't pay much attention to them.
• Big Sister Instinct: Starfleet doesn't exactly think highly of Raindrops's brother Snails, and are more than willing to have him "fixed". Raindrops is understandably not happy about this, and it forms a large part of her motivation.
• Dark Is Not Evil: Invoked with their choice of name. They're a heroic group who nonetheless sticks to the shadows.
• Distracted by the Sexy: Cheerilee often uses seduction as a tactic to get the drop on enemies.
• Egocentric Team Naming: Narrowly subverted, given that most of the ideas came from Trixie. Fortunately, Spark steps in and proposes the accepted name.
• Hero Secret Service: Part of their mission is to help out the Element bearers where they can, such as against the assassins dispatched by Grand Ruler.
• Hot Teacher: Cheerilee, and she knows how to use her looks to her advantage.
• Knight in Shining Armor: Spark gives a very Don Quixote-esque description of Lyra as seeing herself as a brave knight facing off against evil to protect her love, while also admitting that she has the strength of character to back up her romantic views.
• La Résistance: They were founded by Luna to undermine Grand Ruler's regime from the inside.
• Magic Music: Lyra can use music as a conduit for casting spells on enemies.
• Martyr Without a Cause: Carrot Top has shades of this. She's fallen on hard times and has no living family and friends, so she thinks of herself as the most expendable of the bunch.
• Ragtag Band of Misfits: So a Physical Goddess, the embodiment of chaos, a unicorn with a Mysterious Past, a stage magician, a schoolteacher, a musician, a farmer, a Wonderbolt cadet, and Derpy walk into a bar...
• The Smurfette Principle: Inverted. Everyone barring Discord (and later Dyno) is female.
• Team Mom: Ditzy Doo.
• Teeth-Clenched Teamwork: Luna and Discord do not like each other much, but work together by Celestia's wishes. It's mostly one-sided on Luna's behalf, though.
• Thou Shalt Not Kill: They're never seen killing their enemies, simply incapacitating them in other ways.
• Two Girls to a Team: Inverted. Once Dyno joins the team, he and Discord are the only male members.

Trixie Lulamoon

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

• Ascended Extra: In the original Starfleet, people can forget she exists. Here she manages to be the most effective character not working for Conquest in the early chapters, and still has an arc and feats when the Elements start regaining the spotlight. She even provides the first actual difficulty to Conquest by making a fake city to target.
• 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.
• The Rival: To Twilight Sparkle. Though it is a healthy rivalry, based on respect.
• 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. A prime example is her faking the Dragon Slave, essentially beating Dementia by bluffing.

Discord

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

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• 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, supposedly son of Discord, also turns out to be Discord himself in disguise.
• 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-Invulnerability: 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.
• Reverse Psychology: Unless you tell him to just cause chaos, as Titan did in the past, this is the only way to make him do what you want, to order the exact opposite.
• 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. That's also The Worf Effect by itself, as it shows how powerful the Orb is.

Starfleet

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.
• Blind Obedience: They are expected to follow Celesto's orders without question. If they deviate from this, Celesto will have them corrected.
• 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.
• Condescending Compassion: Besides basking in their own glory, they defend other races because they believe they are incapable of defending themselves without Starfleet.
• 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:
  • Of the Designated Hero. For supposed "heroes", they commit plenty of villainous acts and that's exactly how they're seen with numerous characters calling them out that they do little if anything to prove that they're actually heroic. Dark Conquest even states that unlike Starfleet, he's not trying to act like the hero despite his actions proving otherwise. In short, they're as much Designated Heroes In-Universe as they are out universe.
  • They also deconstruct Superior Species, it is revealed by Dr. Emil Kudos that Space Ponies have genes that can give them temporary boosts in power, but only in one certain category (strength, speed or durability) at a time. Due to Dark Conquest's army having such diverse creatures, the Space Ponies' power boosts are largely ineffective.
• 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 a very low opinion of those from other races, as they do in the source material.
• 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, who quits because of this.
• 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.

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• 0% Approval Rating: In the end, nobody believes his rule is benevolent anymore, as he gets exposed as a fraud.
• Abusive Parents: He treats Lightning Dawn as a weapon, not a person. When Lightning Dawn calls him father, he flatout tells he will never consider him his son.
• 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 Bad Wannabe: He is a dictator with enormous power and influence, a major antagonist and a genuine threat when cornered... but he is so foolish and narrow-minded that he can't stand up to a competent antagonist like Conquest.
• 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 Bully: At the end of the day, he's an overgrown schoolyard bully with a political position. He lords his power over everyone to make himself feel big and only fights when he believes he's guaranteed a win.
• The Caligula: Shown to be authoritarian, unlikable and thoroughly ineffective.
• Clap Your Hands If You Believe: Celesto's powers are fueled 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.
• Cornered Rattlesnake: As a general, he is completely useless. But when pushed too far, he initiates Board Wipe and nearly defeats the Elements for good.
• Dumb Muscle: Shows very well why such types should not lead, as his decisions are often self-destructive, but thanks to the Orb of Reality, his reality warping surpasses Discord.
• Engineered Heroics: He intentionally sabotaged Lightning Dawn's efforts and training, so he could pull a Big Damn Heroes moment and make the situation all about him.
• Entitled Bastard: Believes it's his right to rule all of Equestria and that everyone should bow before him.
• Entitled to Have You: He messed with reality to make Celestia his wife, thanks to his unhealthy obsession with her.
• Everyone Has Standards: He calls out someone for recklessness and is right exactly once. Both he and Rhymey are obsessed with their mates, but Celesto comes across as pragmatic compared to the even more unhinged Rhymey.
• Evil Cannot Comprehend Good: He genuinely doesn't seem to get what the Equestrians have against him.
• Evil Mentor: His toxic influence turned Lightning into the jerk he is; Lightning is not so bad without it.
• 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 ends up turning half his population against him, either as the Umbra Circle or as soldiers of Conquest and fostering rebellion.
• Flat Character: Deconstructed. He is little more than an egomaniacal jackass that seeks solely to fulfill his desires. He has also convinced himself that everyone else is the same as him, so he has no idea what people are like.
  Luna: "Grand Ruler is a very one-dimensional fool. When he made his spell, he thinks in terms of ‘one-trait’ to only one pony. So thus, he doesn’t think of other desires or wants that a pony might want. He creates a dream world with only your desire and that is it."
• 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 unraveling, everything goes to hell for Celesto. He loses his soldiers, his control over the masses, and his façade 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 fight. He then gets humiliated in full view of all Equestria and killed by Conquest, who then screws his corpse for good measure. Celestia and Luna promptly take over and do more in one chapter against Conquest than Celesto managed to the entire story. His death is also reversed at the war's conclusion, because of a revived Twilight Sparkle, Trixie, and their respective element-bearer groups... however, 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. Oh, and who else should show up but Titan 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 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. Incidentally, his cutie mark depicted something flipping a board game. However, he no longer has it, and may have to earn a new one. He also now has to spend his days under the watch of the Cutie Mark Crusaders, which include Dinky and Daphne now. It doesn't stick though, 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. He also is responsible for the murder of Lightning's biological parents to give him a tragic past. He only pretends he cares and calls Lightning his son when he knows he is going to get a beating by him.
• Insistent Terminology: It's not "military expansion", it's "offering protection to other races in exchange for making them adopt his ways".
• Internal Retcon: 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.
• 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.
• Ironic Name: His name means heavenly yet there isn't anything virtuous about him.
• 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.
• Karmic Death: He meets his end at the hands of Dark Conquest, which is fitting since he's the reason the villain came to their universe, feeding off the hatred his rule caused.
• Kick the Dog:
  • He slapped Lightning Dawn for being grateful that the Equestrians saved him.
  • When an accountant told him they were having money problems, he sent him to a reeducation camp and ordered for his blind son to be killed.
  • He planned to have Luna killed, so Celestia would be heartbroken and he could take advantage of her broken state to make her an obedient wife.
• Last Disrespects: After killing him, Dark Conquest rapes his corpse for the next hour. He deserved it.
• The Maker: He created the Unicornicopians, by using the Orb of Reality to forcibly mutate himself and his fellow Equestrians into his own twisted image.
• 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. And Serpentari is not an independent monster but his planet-busting superweapon.
• Might Makes Right: He is noted by Celestia to have this mentality, believing he can power through any situation with his armies, 'cause he truly believes this is how the world works. It is deconstructed, as neither he, nor his army are as powerful as he thinks.
• 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.
• 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. He's also a Heteronormative Crusader to boot.
• 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. This is proven true when he attempts to blow up his planet once he loses power. Even Sombra, a reluctant ally during Board Wipe, dislikes Grand Ruler's childish attitude.
• Silly Rabbit, Idealism Is for Kids!: He views trust, friendship and love as ridiculous and foolhardy. It is deconstructed when he is shown to be The Millstone and the Elements that embody what he hates are far more successful against Dark Conquest than he ever could be.
• 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. While he does scheme a lot and comes close to winning a few times, his plans are always full of flaws.
• 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.
• Stupid Evil: Celesto is far from the master manipulator he thinks he is. He uses basic passwords, uses tactics that keep failing him and gives floor plans to all his soldiers so he doesn't get lost.
• 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.
  • See Humiliation Conga above for the more... literal take that befalls him.
• 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.
  • In fact, he is a bigger threat to the Equestrians than Conquest, as seen in the climax.
• 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 millennium 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 violently deprived of these by Conquest in The Fall Ends, Pt. 2.
• Written by the Winners: He claims that Dusk Shine was his bully and only became a member of Celestia's guard via manipulation. In truth, Dusk Shine was his Only Friend, who he betrayed for his own ends.

Lightning Dawn

Student to Grand Ruler and leader of Starfleet.

• Apologises a Lot: After finding out Dementia is Starla's mother, he spends over an hour apologizing to her for how he treated Starla.
• 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.
  • However, once he starts making friends with the Equestrians and uses the power of friendship, he gets better. He gives trouble to Rhymey, manages to reduce Conquest to bones (would have won if Conquest and the Uniforce didn't have the same source of power), fakes his own death, earns back the respect of the remaining Starfleet and defeats Celesto while only the Grand Ruler is at full power.
• 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.
• Revenge: Both Conquest and Celesto put him through hell. He doesn't defeat the former, but still turns him into a skeleton and fakes his death, tricking him. He also calls out Celesto, fights him and actually defeats him.
• Took a Level in Badass: Surprisingly, yes. While he is still a jerk, he is a punching bag, but when he becomes kind he is much, much more effective.
• 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.
  • In fact, in his last fight with Conquest, the only one where he actually puts up a good fight, Conquest mockingly asks if he has grown as a character and is supported by his friends and that will help him bring down the big villain. This assumption is correct, as friendship allows Lightning to escape Conquest with his life and defeat a major antagonist, though not Conquest himself. And even though he contributed a lot at stopping Board Wipe, he gave all the credit to the Equestrians.
• 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.

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• 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.
• 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 later 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.

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• 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.
• 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.
• Revenge: 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.
• 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.

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• Abusive Parents: Harry Ward was a very toxic father to him and the reason he is evil. He is also the only victim of Rhymey nobody can feel sorry for.
• 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.
  • He's also a deconstruction of Mykan's "guy who gets rejected by a girl and falls to darkness because of it" archetype. Instead of being portrayed sympathetically by the narrative, Rhymey's character demonstrates just how selfish, petty, and inconsiderate of others' feelings one would have to be in order in act the way he does. Ultimately, NOBODY in the fic blames Fluttershy for what happens, and rightfully blame Rhymey instead.
• 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.
• The Dragon: Celesto's personal right-hand man, even moreso than Lightning. He only doesn't make it as Celesto's personal sword because it doesn't fit Grand Ruler's narrative.
• 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.
• 11th-Hour Superpower: Rhymey gets wings that allow him to catch up to Dash until she fully taps into the Speed Force.
• Even Bad Men Love Their Mamas: Despite being clearly despicable, his mother is one of the two people he actually cares about, the other being Fluttershy (for a certain definition of "cares").
• Evil Cannot Comprehend Good: Since he was raised to believe he was perfect from birth, he can only see Rainbow Dash trying to push her limits as burning herself out, and not putting effort into something.
• 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. Starfleet also hates him in the end, saying they are all a family and Rhymey the Black Sheep nobody talks about.
• 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 that his obsession alone ruined him, 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.
• Jerkass Has a Point: He is one of the most despicable characters in the story, but is right twice. Hard work should indeed be rewarded, though murdering your comrades is not the way, and he is right when he points out Kudos and he are similar because they are racists, though Kudos denies it.
• 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 Dog:
  • As part of his Control Freak nature, he won't even let Fluttershy do something as simple as take care of animals, even though she loves doing it.
  • When he first saw Fluttershy, he implanted a memory of her being dumped by a non-existent stallion, so he could comfort her and win her over.
• 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.
• Lousy Lovers Are Losers: The one time in the fic Rhymey has sex with Fluttershy, it's shown that he's completely incapable of pleasuring her, and sees sex as being solely for procreation. Fluttershy tries to explain to him that sex can be for more, but he shrugs her off and falls asleep.
• 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.
• Lust Object: He views Fluttershy as more of an object to fuel his Oedipus Complex than anything else.
• 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. He does beat an unarmed Lightning by the skin of his teeth, but the fight costs him more in the long run.
• Mind Rape: He's something of an expert in this department.
• 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.
• Pay Evil unto Evil: 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.
• 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.
  • Also, he completely loses his cool when Myte dies, showing he cared about him to an extent.
• 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.
  • He tries a last rhyme when he is about to finish Dash off in their final fight. She interrupts that one for her second wind.
• Single-Target Sexuality: He's a Fluttershy-sexual. It's deconstructed as it is ultimately an unhealthy obsession and he clearly doesn't know how to love in any healthy way.
• 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. And even that victory was not easy and had worse consequences for him than his opponent. His obsession with Fluttershy also makes him do mistakes that make Grand Ruler look pragmatic by comparison when he chews him out for them.
• 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.
  But you are my perfect doll, Fluttershy. A perfect doll that should be only seen and not heard, to be controlled and taken out when I need her. It’s how my father ran his home, and it will be how I run it. To do otherwise will be a disgrace to my family’s name.
• 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.
• Ugly Spouse Sentence: After the World-Healing Wave created by the Elements Of Harmony and the Elements Of Faith undoes all the changes Grand Ruler Celesto made to Equestria and its inhabitants, Rhymey discovers, to his horror, that he's now married to an ugly fat mare named Ball And Chain. It's meant to be seen as Laser-Guided Karma for Rhymey being an emotionally abusive, controlling monster of a husband to Fluttershy.
• 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. He turns coat when Grand Ruler no longer sees him as useful.
• Villain Respect: Surprisingly, Rhymey at least has some respect for Twilight because he feels that she earned her position as Celestia's student.
• Villainous Incest: On top of all the vile things he does throughout the story, he has a creepy infatuation with his mother, just to make him that much more depraved.

Buddy Rose

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• Cannot Spit It Out: He can't bring himself to tell Starla he likes her.
• Family-Unfriendly Death: "Make a wish!"
• Fatal Family Photo: While not a photo per se, the scenes where he spends time with Daphne Dil pretty much paint a giant bullseye on his back when Conquest decides to start picking off Starfleet members, and indeed he gets one of the more gruesome deaths in the story.
• I Just Want to Be Normal: Myte's death sparks a bit of Mortality Phobia in him, causing him to want to quit Starfleet.
• Official Couple: In the epilogue, he hooks up with Starla and they have a daughter.
• Parental Substitute: To his orphaned cousin Daphne, to the point where he insists on being considered her father.
• Real Men Wear Pink: His primary interest, gardening, doesn't come off as being particularly masculine, and he listens to a radio show for little girls and wears a flowery pink apron when cooking. Rhymey, being Rhymey, takes the absolute piss out of him for it.
• Retirony: Before the battle in Phillydelphia, he confesses his fear of death and desire to leave Starfleet to spend more time with his cousin. Unsurprisingly, he doesn't make it.
• We Hardly Knew Ye: Like Myte, Buddy didn't get the chance to undergo much Character Development before kicking the bucket. Subverted in the rewrite which allows him to show more character, particularly him being the father figure to his cousin, Daphne Dil.

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.

Krysta

• Adaptational Species Change: A fairy in the original, a transformed Flutter Pony here.
• Break the Cutie: Not only is her status as the fairy queen not treating her too well, but she also has to deal with her people being exterminated by the Necromancer and raised as zombies, while Starfleet simply refuses to help. She's also revealed to be in the middle of something of an identity crisis.
• Captain Obvious: According to Krysta, she insists on stating the obvious to get a rise out of Lightning.
• The Chains of Commanding: She sees her queenship as a burden, as she doesn't feel like she belongs among her people, her husband doesn't care for her on a personal level, and just wishes to return to adventuring with Lightning.
• Deconstructed Character Archetype: Of The Load, and the Demoted to Extra. Because her contributions to Starfleet's battles often involve getting civilians out of the way and almost nothing else and Lightning doesn't bother to keep in touch, Krysta feels that nothing she does is making a difference, Starfleet isn't treating her people as equals, and Lightning no longer cares for her.
• Forced Transformation: She, like the rest of the fairies, were Flutter Ponies transformed into palm-sized creatures by Grand Ruler.
• Full-Frontal Assault: Her Flutter Pony form doesn't come with clothes and averts Barbie Doll Anatomy, but when fending off the zombified hordes of her own people, it's not really a hindrance.
• The Load: And aware of it, and she's not too happy about it. Once she regains her true Flutter Pony powers, on the other hand...
• Ship Tease: While she's technically Platonic Life-Partners with Lightning, there are a few hints of attraction. They hook up for real in the ending. And don't worry about the possible logistics, her true form is roughly pony-sized.

Antagonists

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.

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• Anthropomorphic Personification: He has flat-out called himself the personification of hatred.
• The Antichrist: He invokes this kind of imagery. His presence often signifies the end of a world and he was conceived via rape by his incredibly evil mother.
• 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.
• Benevolent Boss: For being hatred incarnate, he is actually very tolerant to his minions. The one time he punches a mook, he tells him kindly what he did wrong before, while he tolerates Titan scheming behind his back, Dementia hating him because it will make him stronger, and the Necromancer treating him like an equal, because he is in practice. He also managed to gather his army with honest promises.
• 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 Duumvirate: Grogar, the Necromancer, is actually his equal.
• 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.
• Blood from Every Orifice: This happened to him when he overheard Pinkie Pie's Smile Song.
• 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. She even made Conquest kill his own father.
• Curb-Stomp Battle: He loves inflicting these.
• Mommy's Little Villain: By his own account, his mother raised him to carry on her own evil legacy. He does so with great pride.
• Dark Is Evil: In name and appearance. And he is the entertaining and competent type of mustache-twirling villain.
• 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, the only weakness he shares with Celesto. 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.
• Depraved Bisexual: Gender doesn't really matter to him. If he wants to, he will rape you.
  Casca: “Not just women, but men too. He doesn’t care as long as he gets the hatred he wants from you.”
• Ear Ache: His ears bleed when he heard Pinkie's Smile Song.
• 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.
• Enemy to All Living Things: Conquest has proven multiple times that there is no line he won't cross to fuel his power.
• Enfant Terrible: Conquest gleefully admits to murdering his own father on his fifth birthday.
• 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.
• Even Bad Men Love Their Mamas: He has admitted to being quite close to his mom...who taught him everything he knows about villainy.
• Evil Cannot Comprehend Good: Averted and discussed. He states he's aware that friendship and love are powerful tools in the right hands and have defeated many villains. He admits that his friendship with Grogar and his being a Benevolent Boss are to avert said trope and understand how heroes think better.
• 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.
• Eviler than Thou: Because Celesto didn't have the Orb of Reality, Conquest took his sweet time exposing and destroying him with no effort at all, even raping his corpse afterwards.
• Evil Feels Good: He lives and breathes evil and is fueled by hate. Twilight deconstructs this, claiming Conquest is incapable of feeling joy or happiness from anything that isn't rooted in someone else's suffering.
• 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 Overlord: As many tropes on the page will tell you, he is a villainous despot that conquers worlds and slaughters people for his own amusement.
• Evil Redhead: Emphasis on "evil".
• Extreme Omnisexual: As a way of speeding up his hate-based power, he will defile anything to piss people off, corpses included.
• 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 façade 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.
  • Grand Ruler has no self-awareness and believes he can do no wrong and neither can his Starfleet. Dark Conquest is fully aware of his evil and embraces it, since it gives him power.
  • Finally, Grand Ruler is borderline Too Dumb to Live while Conquest is incredibly Genre Savvy.
• For the Evulz: Conquest's motivation for doing anything is that he enjoys pissing people off and making them suffer.
• 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. Somewhat justified, as he has been around a long time.
• Happiness in Slavery: Plenty of his prisoners have developed Stockholm Syndrome and have fallen for him. He hates this, finding their declarations of love annoying.
• 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 fueled by the attacker's hatred of him. This saves his life against the Uniforce of Lightning, which reduces him to bones, but the hate behind this spell makes him stronger. 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.
• Hidden Depths: He likes to cook and has won the universal chef award five times.
• 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. The Necromancer, his only friend, is Death.
• Humanoid Abomination: A sinister, world-destroying figure that runs on The Power of Hate? Dark Conquest fits the bill. He also assumes forms common to the universe he is at the moment.
• 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 Love the Dead: Among his many sins, he's also a necrophiliac. While bored, he raped Celesto's corpse for an hour.
• I'm Melting!: Upon death, Conquest's body decomposes into a pile of black goo.
• Jerkass: And that's putting it lightly.
• Kick the Dog:
  • Conquest states that, in the event he got Starla pregnant, he'd perform the abortion personally, with a coat hanger.
  • He tricked a man into eating his brother.
  • He likes to sever the nerves of slaves he is torturing.
• 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.
• Lecherous Licking: As part of his mistreatment of Starla, he licks her while violating her.
• 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.
• Monster Clown: He mentions he took this form on in a world where he drained all the magic.
• 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.
• Murderers Are Rapists: He's an Omnicidal Maniac and Serial Rapist that commits both for fun.
• 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.
• Nightmare Fetishist: Openly admits that one of his favorite pastimes is being depraved on a sexual level, including raping animals and corpses.
• No Challenge Equals No Satisfaction: As much as he loves crushing his enemies, he admits that if he completely steamrolled United Equestria, it'd be no fun.
• No Love for the Wicked: In spite of being a Serial Rapist and a diverse one at that, Conquest has admitted that he has no desire to get a lover and appears to commit rape less out sexual gratification and more to piss off his victims and gain power from their hatred for him.
• No Sympathy: He has absolutely no sympathy for his biological father. He calls him "some loser" his mother raped to conceive him and expresses no regret killing him when he was only five years old.
• Obviously Evil: He's a black alicorn, with a Meaningful Name and a rapist. Not that he really wants to hide his villain status anyway.
• Omnicidal Maniac: He openly admits to blowing up planets for fun.
• 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.
• Patricide: His mother Despra ordered him to kill his father when he was five years old and he did so. He considers it the best birthday present ever.
• Pay Evil unto Evil: 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.
  • In general, he enjoys more going after bad people because he can break them and gather hate more easily.
• Playing with Fire: Demonic flames that burn anything they touch.
• Post-Rape Taunt: He loves to mock Lightning over his failure to stop him from raping Starla.
• 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.
• Pyrrhic Victory: His battle with Celesto is a one-sided triumph. However, it's his last big victory as Celestia and Luna take over because of it and beat back Conquest's forces just as easily until the final battle.
• Rank Scales with 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 and defeat him.
• Rape, Pillage, and Burn: What he and his armies do to populated areas they visit. He openly encourages this.
• 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.
• Red and Black and Evil All Over: He has red hair, black skin and is one of the most depraved individuals you could ever meet.
• Serial Rapist: In more ways than one. He flat out calls himself a rapist of the highest caliber.
• 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.
• True Love Is Boring: He openly admits he has no interest in romance or marriage.
• Villain Reveals the Secret: He loves to invoke this trope, due to finding the reactions to unsettling truths amusing. He reveals the truth about Raven when she asks.
• 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. He admits it's less out of personal standards, and more about finding lies boring, especially compared to how people react to unsettling truths.
• Would Hurt a Child: Casca mentions he murdered all of her and Guts' children, just to fuel her hatred of him.
• 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.

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• 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.
• Adaptational Heroism: They're generic villains in Starfleet Magic, but are made much more sympathetic here.
• 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.
• 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.
• Drill Sergeant Nasty: Dementia is noted to have become a very strict teacher when she joined the royal guard. She's still nice to her granddaughter though.
• 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. Mysterious is also as above senseless violence as the other two.
• 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.
• Pseudo-Romantic 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.
• 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.
• 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.
  • In fact, Conquest raping Starla makes slowly but surely all three, especially Dementia, turn coat, and even help the Mane Six. It gets to the point Dementia calls out Lightning for his attitude to Starla with no hypocrisy and is redeemed before him.
    • And when they fight the hordes of Starfleet in the end, they are actually defending United Equestria and its people. They are with the heroes in that fight.
• 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.

Fratello

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

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• Adaptational Heroism: He dies before he can be redeemed in Starfleet Magic but here, not too long after he's Back from the Dead, Cadance manages to free him from his armor's influence.
• Back from the Dead: He is revived by Conquest to fight Starfleet.
• Cain and Abel: The Cain to Cadance's Abel. Until she purifies him.
• Cybernetics Eat Your Soul: Due to the effects of the armor brainwashing and controlling him. Cadance, however, shows his soul is still there, even if he didn't think so.
• Heel–Face Turn: Courtesy of Cadance absorbing the evil in him into herself, thus bringing back the old him.
• Love Redeems: Contrary to what the Grand Ruler believes, as Cadance demonstrated.
• One-Man Army: Takes on the entire Crystal Empire alone. He also performs well until Cadance stops him with her selflessness.
• Playing with Fire: As a villain, he primarily attacks with vicious flames.
• Powered Armor: Still locked inside the suit of robotic armor that also controls his mind. The mind control thing turned out to be a quirk of the specific suit he wore, and he enlists the help of the Yaks to create an armor suit that doesn't have those effects.

Titan

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

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• 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. They all reunite after Celesto's downfall.
• 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. In fact, he actively wants one of Conquest's allies, Grogar, to be stopped.
• 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. In the final battle, he uses his own Go pieces as the good guys and beats Tirek.
• 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.
• Well-Intentioned Extremist: He wants to stop the madness of both Celesto and the Necromancer, but resurrecting desperate people and erasing their memories to make them warriors is actually pretty villainous. When said people get their memories back, they force him to explain himself.

Raven

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

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• 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 unwittingly disabled Twilight's magic.
• Unskilled, but Strong: As Twilight notes in their fight, Raven uses powerful magical attacks, even the Uniforce, 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. She even tries to convince Fluttershy to let her kill him.
• 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.

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• Bad Powers, Bad People: Yet another example of a necromancer that uses his power to control hordes of the undead and kill innocent people on mass.
• 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.
• Dead Fic: Embodies these in the same way Conquest embodies the Hate Fic.
• 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. He also is openly questioning Conquest because he is even more pragmatic.
• 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.
• Gruesome Goat: Naturally, since he is revealed to be Grogar.
• Horsemen of the Apocalypse: Dark Conquest is... well, Conquest, and this guy is Death.
• 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.
• Patricide: Murdered both his parents when he was nine.
• 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).
• Taken for Granite: The Mane Six turn him into stone. Then they break the pieces and scatter them to the Multiverse to make sure he never returns.
• Touch of Death: Anything living that he comes into contact with withers and dies in short order.
• Villainous Friendship: He affirms Conquest as his Only Friend. Conquest returns the sentiment.
• Weaksauce Weakness: Wind Whistler defeated him with a bell while he was just Gorgar.

Dusk Shine

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

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• 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.
• Not Worth Killing: He blows the chance to battle Celesto, instead calling him out and telling him he deserves to be beaten by Lightning instead.
• Rapid Aging: He removes his barding in the 21st chapter, causing him to age then fade away.
• "The Reason You Suck" Speech: His best moment has him calling out Grand Ruler for his attitude, lies and betrayal.
• Related in the Adaptation: Not to King Sombra, but to Shining Armor and Twilight Sparkle.
• 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.
• Unwitting Instigator of Doom: He made the fatal mistake of showing the Meadowbrook artifacts to Celesto, allowing the madman to rewrite reality to make himself ruler of Equestria. It also led to Dark Conquest being attracted to their universe, via the hatred Celesto's rule caused.
• 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.

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• Arch-Enemy: To Applejack. He killed her parents, she defied his ideals, they fight in the final battle.
• Boomerang Bigot: To Discord's delight and Emil's 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: Ties with Karmic Transformation. 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. He is also using his intelligence for sadistic experiments.
• 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".
• Hypocrite: He hates Rhymey for his racism, and believes the two are nothing alike. He is wrong.
• It's All About Me: He admits to Dementia that he'd rewrite all of the Equestrians' memories of him just so they'd worship his genius.
• 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 greatest 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 and experiments.
• 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.
• Virtue Is Weakness: As expected from a Nazi-esque Mad Scientist, Kudos views emotion as a weakness. He is greatly disappointed that he couldn't rid Raven of all her emotions, and turn her into a mindless killing machine.
• 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.
• Written by the Winners: The reason he sleeps well with all these actions he performs. He believes history will love him for his accomplishments in science, ignoring his cruelty.
• 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. The closest to it is that history might see him another way.