Rebel Against the Night

Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. If you're not familiar with either series, check them out on Youtube; you'll be pleasantly surprised with both. Thoughts are in italics.

Chapter 1: The Night Humanity Died

Rejection-she knew that feeling all too well; starting with the lonely nights tending to the moon and stars. She worked so hard to adorn her beautiful ebony sky. She was the seamstress, the sky was her dress; the moon was a pendant, and the stars were diamond studs that gave her garments a dignified radiance. It was that subtle elegance that she always strived for. But for all the good it did her; nopony would bother to admire her masterpiece. They couldn't be bothered to strain their necks let alone stay awake and enjoy her night. It was her sister that they loved and adored. It was her sister that brought out the sun. Her elder sister always outshined everypony, even her. Her sister was the center of attention. It was the sister that they loved and not her. She had enough.

One night she refused to lower her moon to make way for that gaudy sun. The elder sister demanded that she move out her way and let her shine, but she stood her ground. In that instant, she felt more powerful than she ever had in her life. She grew in statute and grace and towered over the vain, elder sister. The little coward fled from her greatness. For days, there was no sun, only her beautiful night, but then the sister came back. Rather than face her with her own power, the craven elder sister came armed with ancient magic and banished her to her moon.

There, she slept and dreamt terrible dreams of being alone for ten centuries, but the stars, her stars, could not bear to be without their master. They freed her from her prison, and she turned the tables on the elder sister trapping her inside her own sun. May she burn there for all of eternity! Unfortunately, she wouldn't even have the satisfaction of keeping her imprisoned for even a full day. The elder sister had a millennium to scheme her way out of her well-deserved punishment. She arranged to have six of her subjects find and use the very same ancient magic that trapped her in the first place, but the magic wounded her far worse than before. And that wound was the ultimate rejection she ever faced.

No, I don't want you anymore. I want to be good.

Don't be a foal! What has, as you call it, being 'good' has gotten you? Nothing but a thousand years of loneliness, and you want to go back to that?

I don't want to be you anymore. Leave me alone. I miss my big sister.

You can't leave me. You and I are one in the same. I am you.


She was ripped in half. One part of her remained in her elder sister's kingdom. The other part was flung through the different realms of existence. How pathetic! She is rejected once again, but this time by the better part of her. No! She isn't my better half. I am! She's just like them: ungrateful; snubbing her after all she has done. As always, she was rejected: by her elder sister out of jealousy of her superior magic, by the other ponies bewitched by her sister's shallow, superficial beauty, and, finally, by the timid little foal that used to be a part of her.

For days she wandered the realms of existence aimlessly until she came across a world inhabited by strange creatures, the likes of which she'd never seen before. They were misshapen, ape-like but uglier than the primates that lived in her elder sister's royal garden. They had no fur except for the patch on their head. The hairless apes covered up most their body in clothing. How can they stand to wear so much of it all the time? They walked always on their hind legs and used their forelegs to manipulate objects and fashioned all sorts of devices with them. It was painful just to watch them move about, but they didn't seem to mind at all. Or perhaps they do. The hairless apes rode in carriages that could move about on their own. There was a group of these carriages zooming along a track in single file like a giant metal snake. She then heard a roar above her. It wasn't thunder, but rather, a massive bird in the sky. She floated up till she was close enough to see that it too was made of metal and carried within it more hairless apes. It was then that she decided to stay in this realm and watch these creatures from the shadows and see what they were really like.

The night was bright enough that objects were illuminated in a glowing haze, and the full moon, that just started crossing the horizon, dominated the cloudless skyline. The Sea of Japan was like liquid obsidian, pitch black but with a luster that made it as reflective as any polished mirror. Towering metal giants rolled along the water's edge. They were roughly humanoid in shape, but instead of the organic flow of the human form, they were angular. The limbs were a pair of prisms held together by joints and latched onto a torso that was also composed of a series of prisms, one overlapping the other. The head of each of the machines was elongated, and they were all carrying metal shapes with tubes sticking out of them in their hands. However, one of them did stand out from the others. It was red in color which was a contrast from the other dark gray machines and was more organic in design, save for the right arm. It was silver in color and was longer than the left. This machine was second in the lead.

While exploring the harbor, she came across what appeared to be giant-sized versions of the hairless apes. While in mist form, she concealed herself within the shadows and watched the metal figures go by. She focused her senses on them. Amazing, she thought. What odd magic these hairless apes possess! They are able to breathe life into metal statues! She could sense the life force of a hairless ape within each of the statues, but there was something else inside of them. It must be the magic itself, contained within the heart of these metal statues. Just observing the magic at work from a distance caused her mist form to ripple from the intensity. She began to wonder what the hairless apes were up to. They intrigued her enough that she followed them just far enough to keep them in her sights.

Zero, the mysterious leader of the terrorist organization known as the Black Knights, glanced over a topographical map in a reduced window on a cockpit monitor. Though known to the world as Zero, he was, in actually, Lelouch Lamperouge, Britannian high school student; and even this was an alias to hide his true identity-Lelouch vi Britannia, exiled prince of the Holy Britannian Empire. Lelouch divided his attention between piloting his Burai Knightmare Frame and finalizing his attack strategy.

"Zero," a voice called over the radio, "are you sure this is a good idea?"

"Why are you so nervous, Ohgi?" Lelouch said slyly.

"It's just that this part of the shoreline has some pretty steep cliffs."

"And the passage between those cliffs and the water would be the perfect location for an ambush, right?"

"That's what I was thinking."

"That's very astute, Ohgi. You must know of my plans."

"What plans?"

Lelouch changed channels. "Kallen, when the Britannians attack, fire your radiant wave surger into the water."

"Understood," a woman's voice said on the comm. link. The red Knightmare Frame, known as the Gurren Mark II, took the lead.

"Zero, what's going on?"

"I gave an anonymous tip to the Viceroy telling her we were coming."


"Just be ready to follow my lead, and we'll turn the Viceroy's own ambush against her."

In another Burai, Kaname Ohgi slammed a fist against the cockpit wall. Damn Zero, he did it again. Sometimes Ohgi would ponder whether Zero was some sort of egomaniac that got his kicks from rescuing the Black Knights from certain death or that he was so brilliant it just seemed that way, and he just wasn't bright enough to pick up on it.

As she tagged behind the living statues, she could sense the same magic as before, but on steep cliffs along the shoreline. She rose up and saw more of the animated statues. They had a similar blocky appearance, but their skin was a purple tone. They didn't have the elongated head like the others, carried oversized lances along with those odd-looking tubes, and wore capes on their backs.

Cornelia Le Britannia, Viceroy of Area 11, couldn't contain her glee and cracked a smile. At the foot of the cliffs were the Black Knights riding their Burais along the strip of sand between the cliffs and the sea. She narrowed in on the lead Frame but frowned upon seeing that it was the custom Knightmare that killed Jeremiah and almost ended her life as well. She wanted payback, but that Knightmare Frame wasn't her primary objective. She zoomed out and examined the formation.

"Not leading your troops into battle? That's so unlike you," she whispered. "Are you losing your nerve, Zero?" She turned on her comm. link. "Your sources proved to be accurate."

"I'm afraid you give me undue credit, mi lady," a deep male voice replied.

"Nonsense, I'll see to it that you're rewarded handsomely for Zero's capture, Darlton."

"Thank you, mi lady."

"When I give the order, open fire at both sides of the formation and herd them together. They'll be too tightly packed to use all their firepower. The only option for them is either to drown in the ocean or to be mowed down by our Gloucesters."

"Yes my lord," said numerous voices on the comm. link.

Cornelia adjusted her video camera at a wide angle. The Burai formation was coming up to a narrow point on the beach. When the center of the formation was about to cross the narrow point, she cried out, "Fire!"

The rumble of thunder came out of nowhere and startled her. Smoke and fire was coming from the top of the cliff and striking down on the metal statues along the beach. Savages! That's what they are! Savages! They're like foals playing with fire, and just like foals playing with fire, they destroy everything around them. Look at them fighting amongst themselves. Even at their worst, her subjects never acted in this deplorable manner. Even when they had conflicts with herds from different species, they scarcely shed blood, but these hairless apes can't even live in peace with each other. The red statue on the beach lowered its right paw into the bay and boiled the water. The steam spread along the shoreline obscuring everything. One of the other gray statutes waded into the water till it was knee deep, but then it stepped on something just below the water line. The others followed it and also found the high point under the water. Then wheels on the statue's feet came to life, and the metal monstrosity zipped across leading a trail of sea spray behind them.

"Cornelia, you fool!" Lelouch gloated to himself. "You've only been in Area 11 but for a few months, while I have lived here for half of my life. And because of that, I know about the remains of the old Edo-period cobblestone dock and you don't. It won't show up on any of your maps because it's submerged under water, but during low tides, the water level drops so much that a person can barely get their ankles wet. It's the perfect escape route out of your ambush."

"Black Knights," Lelouch called out, "follow my lead. When we reach the shore, go into a V-formation. We'll smash through Viceroy Cornelia's flank."

The Black Knights, when they reached the shore, did as Zero commanded and formed a V-formation with Zero's Burai taking lead. They followed Zero to a point in the cliffs with a shallow slope. When reaching the top, the Burais doubled back and headed straight for the Viceroy's forces.

"Now, Black Knights, open fire. Make sure not to kill the Viceroy. I want her captured alive."

The Gloucesters were being barraged by a hailstorm of armor-piecing rounds. The projectiles slammed into the outermost Britannian Knightmare Frame ripping holes through the armored vehicles. One of them exploded when a round penetrated its energy filler. The explosion knocked the Gloucester next to it over.

As the fighting intensified, the energy emulating from their metal statues seem to grow with even more intensity. She felt an even stronger connection to it. The power was at its strongest when the red statue grabbed one of the others with its right arm. The other statue's skin bumbled up as though it was inflicted with boils and burst from within. At that point, she felt as though she could steal it away from these barbarians and make it her own. She reached out and touched the power within the statues; and in reaching out, she felt the magic all around: inside the poniless carriages, inside the giant flying birds, inside the metal serpent slivering along the tracks. That wasn't all. There was a vast supply underneath the ground, far more than what was on the surface. She marshaled the energy permeating the land and gathered it into herself. Yes, she could take it from them. She would make better use of it and claim this planet for herself.

She was within his sights. Viceroy Cornelia, his half-sister, was right in front him, inside her custom Gloucester in a hand-to-hand fight against one of the Black Knights' Burai. Once Cornelia is captured, he will force her to reveal who was responsible for killing his mother, Empress Marianne vi Britannia, and crippling his sister Nunnally. Once he's done with Cornelia, Lelouch will avenge them both. He aimed for the legs in order to assure Cornelia lives long enough to answer his questions. Lelouch locked on the Gloucester's knees and...then the Knightmare Frame's power system went offline. The monitor shut off. The hum of the energy filler died down. The emergency lights were the only illumination inside the cockpit.

"What the hell!" Lelouch shouted. He squeezed the trigger on the stick control repeatedly. "Dammit! Not now, now when she's within arm's reach!"

No! She didn't want to rule a land with these vile creatures. She wanted ponies to rule, not ugly, bloodthirsty apes. She could never imagine herself tolerating such a cantankerous species, or maybe she wouldn't have to. There was so much magical energy available to her. It would be a shame not to use it and rid this land of ugly, hairless primates. She then concentrated on the apes that were, a moment ago, fighting each other.

As Lelouch fiddled with the controls in an attempt to get the power running, a sharp pain traveled through his whole body. It was as though his Burai caught on fire and he was burning alive. Lelouch was having a seizure. He could feel his limbs being compressed. His face was being pulled outward, especially around his mouth. The helmet and faceplate that concealed his identity felt like a medieval torture device. Something inside the mask was pressing against his forehead and was threatening to punch through his skull. The pressure was like a migraine magnified tenfold. Lelouch fought to regain control over his body and against the convulsions. He mustered just enough motor control to reach behind and slip off the helmet but, for some unknown reason, couldn't open his hands to press the release mechanism. Lelouch panicked and kept hitting the back of the helmet until the release was triggered. The mask slipped off and tumbled down into the floorboard. Then Lelouch caught sight of a transparent figure on his monitor. It had an elongated face covered in dark purple fur and had a solitary horn running from its forehead. He would have screamed in terror if he wasn't already screaming in agony. Were the legends about one-horned ogres true? Was his Knightmare Frame possessed by an oni?

After, what seemed like eternity, the pain subsided. Lelouch slumped over against the cockpit and panted heavily. The ordeal took a lot out of Lelouch. He wanted just to lay them and rest, but he couldn't, not with his troops still engaged with the enemy. He forced himself up. It was then that he noticed that his clothes no longer fit. His suit was bulging out and his sleeves and pant legs hung lose as though he was a quadruple amputee. Lelouch struggled against his clothes. Did he lose his arms? His legs? What happened to his body? Those questions ran through Lelouch's mind as he struggled to take off his clothes. When he was finally freed from the Zero costume, Lelouch stared in horror at his arms. They were only half as long, covered in purple fur, and ended, not with hands and fingers, but with hooves. It was then he realized the figure in the monitor wasn't some supernatural apparition; it was his own reflection.

She was rather pleased with her workmanship. Her test subjects have worked out splendidly. She had taken away their malformed ape bodies and gave them beautiful pony bodies. She then directed her magic at the primates in the city. It didn't take long to turn the millions of inhabitants into ponies, and there was still some magic left to spare. Then she had an epiphany. She flew up into the outer edge of the atmosphere. From the new vantage point, she could sense the same magic throughout the entire planet. Yes! She will turn all the ugly apes into beautiful ponies. And she will rule them all. As ponies, they will no longer need to fight. They will be as one herd under her control...And they will learn to love her for it.

Lelouch stared in horror at the image reflected off the dark, glistening monitor and frantically shook his head in disbelief. He was no longer human. Instead, his mind and soul was now trapped inside a beast of burden.

"Why, God, why! Why is this happening to me?" Lelouch screamed as he repeatedly hit the control panel. Suddenly, the realization that he was still in a battle crossed his mind. The only option Lelouch had was to evacuate his Burai. He hit the emergency release button. In case of a power outage, all Knightmare Frames have an auxiliary power source for secondary systems. Once the cockpit opened, Lelouch examined the battlefield. It was completely silent except for the sound of waves crashing into the cliffs. There was no light except for the full moon that had risen to a 30 degree angle in the sky. Then he heard other Knightmare Frame cockpits opening around him. What came out wasn't human. The pilots of both the Gloucesters and Burais were also turned into ponies.

One moment, Cornelia was in hand-to-hand combat with an enemy Knightmare. The next, her power supply died out, and she was being tortured by some unseen force. And now her body has been twisted into this pathetic form. Cornelia was completely naked. Just like Lelouch, her clothes no longer fit her new body. When her cockpit opened, her first instinct was to cover her bare chest out of a need for modesty, but then it occurred to her it was unnecessary. Female horses didn't have breasts-their mammary glands are on the lower portion of their body.

"Viceroy!" It was Guildford, Cornelia's personal knight and champion. "Are you alright?" She heard the voice underneath her Knightmare Frame. Cornelia awkwardly placed a hind hoof into the foot restraint for the pilot tow line used to lift the pilot from the ground to the cockpit. Like the cockpit, it was designed to be operated without power from the Yggdrasil Drive. She stood up on her hind legs as best as she could and bit into the tow line. It was difficult to hold that pose as her back muscles and spine's natural posture was horizontal. She was lowered gently to the ground. When she made it down, Cornelia could see that Guildford had a light blue coat of fur and a solid black mane tied in a ponytail. He also has some sort of blotch on his hind quarter, but Cornelia couldn't quite make out what it was in the dark.

Guildford bowed before Cornelia. "Mi lady, please forgive me for allowing this travesty to happen to you."

Cornelia was bombarded with thoughts all focused on a very bleak future. How can we go back to the homeland looking like this? What if they send us to a lab and dissected us? Father would never, don't kid yourself, the Emperor would show us no mercy, and in this form, I would be an embarrassment to the royal family...unless I capture Zero. If I can bring Zero to justice, I might garner enough sympathy that they'll spare our lives or even try to find a way to turn us back to normal.

"Quit groveling, Guildford. We have a battle to finish."

"But your majesty, in this form..."

"You're a soldier of Britannia. Use your bare hands if you have to. Your orders haven't change. Eliminate the Black Knights and capture Zero."

"Yes, my lord." Guildford called out to the other Britannia soldiers. "You heard the Viceroy. Continue pressing the enemy."

Lelouch manage to lower himself safely to the ground. He wore the only articles of clothing that still fits: his Zero cape and the black mask worn underneath the Zero helmet that covered his face from the nose down. He watched the other Knightmare pilots repel down from their cockpits when he heard Cornelia give the order to attack. It was tempting to finish this battle once and for all, but if reinforcements came, they would be powerless to defend themselves. Lelouch imaged the horror of his Black Knights trying in vain to outrun Britannian Knightmare Frames. He could see, in his mind's eye, his comrades-in-arms being mowed down by anti-personnel fire.

"Black Knights, retreat!" He ordered. The Black Knights knew their fallback position. The old underground subway system that fell out of use after the invasion spread throughout all of Japan and had hidden entrances dotting all of Tokyo. The nearest one was ten-minutes a Knightmare. Going there on foot was another matter, but it was the only option left opened to them. Lelouch's forces hastened back towards the Tokyo settlements, all except for one. Though his appearance changed, Lelouch knew who was assigned to that particular Burai.

"Miharu, it's too late for you to come down," Lelouch screamed. "Stay where you are until we can come back for you?" Miharu was a new recruit from Okinawa who left home to fight against Britannia. This was his first time in combat. Unlike his battle hardened compatriots, Miharu let fear get the better of him and hesitated to evacuate his cockpit. He further compounded the mistake and lowered himself down as a group of Britannian soldiers rushed him. In a panic, Miharu tried to flee. A pair of wings unfolded from his sides as he ran. Whether he could fly or not, Lelouch would never know. Before Miharu had a chance to use them, the Britannians tackled him.

Lelouch couldn't think clearly. He knew Miharu didn't stand a chance. He started to activate his Geass when he realized that there were too many of them to make use of his power. He didn't even know if his powers still worked. It was then something yanked on Lelouch's cape. A pony with a thick, puffy mane bit his cape and was tugging on it.

"Zero, we can't help Miharu. We have to escape." Lelouch recognized the voice. It was Ohgi. "They're coming for us next." Some of the Britannian soldiers were running towards them. Zero and Ohgi fled and left Miharu to his fate.

The Britannians were kicking Miharu to death. Their hooves were covered in blood. Finally, the mob stepped aside for a Britannian with a horn and watched as she drove it between the new recruit's ribs. Miharu screamed out in pain. Blood spewed from his mouth, and, after drawing one last breath, he expired. The Britannian that delivered the killing blow was Cornelia herself. Her white coat and hot pink hair was stained in blood till her face and horn were dark red.

"Quit wasting your time on this cannon fodder," Cornelia sneered. "Concentrate on capturing Zero."

"Yes, my lord," the Britannian soldiers said in unison.

It was amazing. For all of his life, Lelouch was physically underwhelming. He was dead last in sports and couldn't even power walk a 200-meter dash without getting short-winded. But here he was running faster and with greater endurance than he ever had in his life. Even Suzaku would be hard pressed to keep up with him, at least went it came to stamina. Because he and the other Black Knights were more familiar with the terrain than Cornelia's special regiment, they were almost guaranteed an escape, but then he noticed that he was lagging behind the others. Lelouch pressed forward and sped up, but it wasn't enough. The gap between him and the other Black Knights was widening. Lungs burned; muscles ached. Lelouch's staying power was still sub par; in as much as everyone else's physical attributes were multiplied as well, which meant he was still, physically, the weakest member of the Black Knights. Lelouch yanked off his mask and gasped for air. But how was he able to pull it off his face? He didn't stop and use his, his fore pull it down. Yet, Lelouch could feel himself taking hold of the mask. This wasn't the time to dwell on these little details. Lelouch had to reach the fallback position or forfeit his life.

Not far behind were the Britannians. They were gaining on Lelouch and would soon do to him what they did to Miharu. Lelouch knew he had no other choice but to stop and face his pursuers. Fortunately, for him, these particularly fleet footed Britannians were running ahead of the main group, and because their attentions were focused solely on him, Lelouch knew he could make eye contact with all of them at one time.

"There he is," yelled one of the Britannians.

"You'll pay for turning us into horses, bastard," another one cursed.

Lelouch, as melodramatic as always, covered his left eye with his right fore hoof and jerked it back revealing the bird-like symbol of Geass glowing to life in his left eye. "Lelouch vi Britannia, commands you," said Lelouch, "to die."

Lelouch's pursuers stopped in their tracks. "Yes my lord," they said in unison. With the power of Geass, no one is able to resist Lelouch's will, which was evidence as the Britannians ran toward the edge of a cliff and leaped to their death.

"At least that still works," Lelouch said. The outcast Britannian prince could hear more hooves running in his direction. This wasn't the time to bask in the glow of his minor victory. Lelouch forced himself to run despite his growing fatigue.

My mother! I have to get back to her! It was all Kallen could think about. Her mother was in a Britannian prison hospital and in a drug-induced coma. Kallen tried not to think about her enduring the same torment, but the mental images of her body twisted out of shape, screaming in agony and still at the mercy of the Britannians would not leave her in peace.

"Stop dragging your feet and hurry!" She snapped at the others. The rest of the Black Knights were on the verge of passing out from exhaustion while Kallen was still going strong. In fact, she wasn't even breathing heavy. Kallen was holding back to for the other Black Knights to keep up with her.

"Slow down Kallen," A pale blue unicorn with a red spiky mane and a bit of a stubble on his chip cried out in Tamaki's voice.

"Oh now what!" Kallen yelled.

"Where's Zero?" Tamaki asked. Kallen came to a complete stop and did a 180. The others stopped as well. "I don't see him anywhere."

Ohgi came running from behind. "He's right behind me." Ohgi turned and pointed but only to find Zero missing.

"What the hell happened to Zero, man?" Tamaki panicked. "I can't believe you left him behind."

"I thought he was right behind me!"

"Never mind that! We have to save Zero." Kallen then opened a pair of wings. The feathers were the same shade of green as Kallen's coat of fur.

"Can those thing..." Ohgi stuttered.

"I'm about to find out." Kallen ran at top speed and flapped her newly formed pair of wings.

"There he is," Cornelia said to her soldiers. They shifted a few degrees to the left heading straight for the fleeing Zero. The most wanted man in Area 11 was just within eyesight. He was running, but unlike the others, his movements were sluggish. His gasps for air were loud enough to be heard by the pursuing Britannians. "Don't tell me you're tired already? I'd never imagined the great Zero was so feeble." Cornelia chuckled when she heard Zero grunting at her. "Must have touched a nerve," she gloated.

Cornelia's heart raced in anticipation of capturing Britannia's most wanted terrorist. She sped up. Her subordinates followed suit and were rapidly closing the distance between them. They were only seconds away from capturing Zero once and for all when something buzzed overhead and caused them to stop in their tracks and ducked for cover.

Kallen flew through the air with speed that could rival any mass-produced Knightmare Frame as she backtracked along the escape route, but she flew too fast and shot pass Zero and the Britannians. Kallen made a hard 180 degree turn and barnstormed over the Britannians almost grazing them. She then landed or, should it be said, made a pathetic attempt at landing. Her legs couldn't keep up with her flight speed. Kallen lost her footing and tumbled right into Zero. It sounded like a running back getting sacked while going wide open by a tackle at full speed. Fortunately, the Black Knights' leader veered his head at an angle in order to avoid skewering Kallen with his horn.

Lelouch was in a daze. A sharp throbbing pain went off in his skull. It was only when Lelouch shook off the effects did he notice that Kallen was on his back. Her forelegs were wrapped around his neck and hind legs around his midsection. What Lelouch didn't feel was the ground underneath his hooves. They were suspended in mid-air, just out of reach of the Britannians. They leaped up trying to knock Lelouch out of Kallen's grip. The Britannians with wings came the closest. They got a few extra feet by flapping but always missing by just a few inches. Kallen was trying in vain to fly away but the added weight was too much. The mob below shadowed them, waiting for Kallen and Zero to land.

"The cliffs," Lelouch yelled, "head for the cliffs!"

"My wings are about to give out. I can't risk flying off the cliffs."

"Don't trying flying. All we need is a controlled fall."

"I get it." Kallen struggled to fly pass the edge of the cliff. She slowly lost altitude. A few seconds later, they made a soft landing on the beach.

The Britannians watched in frustration as their prize escaped them yet again.

A Britannian stallion with light brown hair, an apricot coat, and a nasty scar across his face backed away from the others. "Step aside," he said, "I'm going after them." He took a deep breath and tried to steady his trembling legs. He then stretched out his wings.

Cornelia stepped in front of him. "Don't risk it Darlton," She ordered. "It's too dangerous. Even if you made it, Zero's forces could be nearby. You'd be outnumbered, and we wouldn't be able to come to your aid." Darlton relaxed, tucked away his wings, and let the tension in his muscle ease up.

Guildford peered along the side of the cliff and saw something on the far left. He hastened along the edge until he was close enough to see it.

"Viceroy," Guildford called out. "It's Jefferies and the others who ran ahead of us."

The Britannians ran to Guildford and looked down and saw a pile of ponies at the foot of the cliff. The ground where their broken bodies laid was stained in blood.

"Are you sure it was them?" Cornelia asked.

"Yes, mi lady," Guildford answered, "Jefferies' group consisted of three regular ponies, four winged ponies, and two horned ponies, mi lady. But why would they leap to their deaths? Didn't the winged ones at least tried to fly?"

"I can't believe men from my unit would commit suicide in the middle of a battle," Darlton said in disgust. "They should know soldiers fight when ordered, no matter the condition of their bodies."

"No Darlton," said Cornelia, "the suicide pacts started awhile back, about the time Zero showed up. There's something about that bastard that induces insanity in our soldiers."

Kallen and Lelouch made it to the hidden entrance to the subway station. The passageway was concealed under fake shrubbery attached to an automatic door. Lelouch nudged a rock out of the way. Beneath it was a security keypad. Lelouch punched the numbers with his horn. 1, 0, 2, 5, 0, 3, 1, 1, 2, 2, 8, and finally 0, but nothing happened.

"Nothing seems to be going out way tonight," Kallen sighed. It was then the door was forced open from the inside. They were greeted by the rest of the Black Knights.

One of the regular ponies, a male with a dark brown mane and beige fur spoke up. "Kallen, Zero, are you okay," Zero could tell it was Yoshida by the voice. Also, they all kept the same hair color and style or a close proximity to it.

"Aside from being turned into a hoofed-mammal, about as well as expected," Zero said. Yoshida's frown was an indication that Lelouch's dry wit wasn't welcomed at this time.

Ohgi crept out of the entrance. "Um...Zero...look I'm sorry about leaving you behind."

"No need to apologize, I'm not exactly the model of physical fitness. Besides, we have more pressing manners. Let's get out of the open before we're spotted."

The last Black Knight to enter the passageway shut the door behind him. The tunnel went completely dark.

"Don't tell me, the power generators for the tunnels are out," Zero huffed.

"Afraid so," Ohgi replied, "but we found an alternative light source. Tamaki?"

"Why me?" Tamaki griped.

"Because you're the only one who can?"

"But Minami has a horn too?"

"But yours is the only one that works?"

"Oh alright," Tamaki whined. It was then Tamaki's horn glowed bright white and illuminated the murky tunnel. "But you better not get used to this."

"Yeah, whatever Tamaki," Kallen said. "Just hurry up. We have to get back to Tokyo ASAP."

"What are you in such a hurry, Kallen?" Tamaki asked.

"Quit being so damn nosy."

"I was just asking."

"And now I'm telling. So quit wasting time."

"That's enough out of both you!" Zero yelled. Tamaki and Kallen stopped bickering and turned their attention at their leader. "This back and forth isn't helping. And Kallen, don't be so impatient. We're defenseless against the Britannians in our current form as well as easily identifiable. We can't blend back into the population looking like..."

"What if everyone else has been transformed as well? We have to think of that possibility."

"I thought about that, but we also have to make contingencies for other possible outcomes. For all we know, those at the battle were the only ones transformed. We may even have to go into quarantine if it turns out that the metamorphosis was caused by a contagion." Zero could tell that Kallen was troubled, most likely she was worried about her mother. Lelouch felt the same way. His sister may have been changed as well. The thought of the same agony being inflicted on his younger sister was driving him mad, but he had to keep his trepidations under control. Lelouch knew he could do more harm than good if he wasn't careful, especially if the transformation was caused by an infectious disease. Even if it wasn't, Lelouch could still be endangering his sister if the only ones transformed were the ones at the battle. It was be proof that he was a member of the Black Knights. "When we make it back to Tokyo, we'll still have a few hours before sunrise. You may scout the area from above. I'll have a special route for you to follow." That route would include a pass over his school, Ashford Academy.

"Thank you, Zero," said Kallen. This made her feel a bit more at ease.

The Black Knights was nearing the end of the subway tunnel. It was only a quarter-mile before they surface in the heart of the Shinjuku Ghetto. There wasn't much in the way of conversation since they started their long journey back to Tokyo. The mood was somber, and for Tamaki, it was too somber.

"Hey Inoue," Tamaki teased.

"What do you want?" A winged mare with a blue mane and yellow coat spoke up.

"Well, since we've all been turned into horse people, I was wondering if, you know, if you're inter..."

"I'm not going out on a date with you, ShinichirĊ."

"You don't need to be so formal, it's Tamaki." Inoue didn't say anything else. "Why you have to be so cold towards me?"

About a minute later, Inoue responded. "ShinichirĊ," she said.

Tamaki looked over his shoulder. "Yeeeah, you have to something to say to me," Tamaki smirked. He expected something on the lines of an apology or a kind word to make up for brushing him off.

"Could you *please* stop flapping your tails around? I can see your...," Inoue looked to the side in embarrassment, "testicles."

Tamaki rolled his eyes, but he did as Inoue requested. A few minutes later, the silence was getting to Tamaki again.

"Hey Zero, you got a horn too; how about switching it on? That way we'll have twice as much light."

"You do have a point Tamaki," Lelouch replied. "How were you able to get yours to glow?"

"I got pissed off that the power went out and then the next thing I knew, it was glowing."

"I'll give it a try." Lelouch concentrated. His horn began to glow, but it wasn't the bright luminescence of Tamaki's, but rather, a low hue. But then, that same hue formed around Ohgi, who was hovering in mid-air.

"What the hell!" Ohgi yelled out. The others stopped in their tracks and watched him levitating four or five feet off the ground. Lelouch lost his concentration, and Ohgi fell face first into the hard gravel lining the subway floor.

"What happened?" Ohgi said while rubbing the front of his muzzle.

"I don't know," said Lelouch, "I was trying to get my horn to glow, and then you started floating."

"Wait, Zero has telepathy?" Tamaki frowned.

"You mean telekinesis. Telepathy is mind reading." Lelouch corrected Tamaki.

"Oh that is so lame! Zero gets superpowers, and I'm stuck being the human glow stick. That is so unfair!"

About another twenty minutes later, the Black Knights made it to the Shinjuku entrance. It was a metal sliding door camouflaged on the outside to appear to be bricks walling up the entrance. The door would be difficult to open, which it was designed to be in order to deter intruders. It was opened by a rack and pinion system. The gear was connected to a circular spring. As the door opened, tension on the spring increases. Even a man in peak physical condition would find it difficult to slide the door open even by an inch or two. The only way to gain access is by typing in the code on the hidden keypad, which would activate the electric motor built into the rack and pinion system.

"You want to give a try, Zero," Ohgi offered.

Lelouch knew what he meant. "Everyone, stand back, I don't want you to get hurt if this goes wrong." Lelouch concentrated on the door. As before, a soft hue surrounded his horn and, in turn, the door. Lelouch gritted his teeth and grunted. The door slid open by a few inches. Lelouch and the door stalemated in their tug-of-war. Kallen ran pass Lelouch and braced her shoulder against the edge of the door forcing it open by a few more inches. Ohgi, Tamaki, Yoshida, and Kento Sugiyama came to Kallen and Lelouch's aid, each one bracing their shoulder into the other's hind quarter.

"Come on," Ohgi strained, "just a few more centimeters and it'll catch the latch and stay open." It was then, Yoshida lost his footing. He slipped causing Tamaki to do the same as well. Ohgi, Kallen, and Kento couldn't hold the door open for much longer. It forced the remaining Black Knights backwards. Their hooves left skid marks on the concrete floor. Then Lelouch took his concentration off the door and onto a 55-gallon drum setting inside the passageway. The remaining three press against the door as it slid back even further. It was about to close on them when the metal drum floated through the doorway.

"Now let it go," Lelouch ordered. Kallen and the others pulled back at the same time. The door slammed into the drum denting it in but still leaving them with plenty of room for them to walk through.

The other side of the door led to the inside of a rundown warehouse. The metal siding and roof was bent out of place. There were puddles of water all over the concrete floor.

Kallen rubbed the line cut into her shoulder by the rim of the door with her front left hoof.

"Are you alright, Kallen?" Ohgi asked.

"I'll live." She walked over to Lelouch. "Zero, you said I could scout out the area for you.

"Not without checking for Britannian air patrol you won't," Zero warned. Just then, Lelouch sniffed the air. "Is that smoke?"

"Guy!" Tamaki yelled. He was peering out a door. "Oh man, it's like the invasion of Japan all over again." The others ran to the doorway. Lelouch was the last one there.

"Step aside," he ordered. The Black Knights cleared the way for him. It was as Tamaki said. Not far from their position, the burning wreckage of a plane lit up the night sky. The flames towered over most of the buildings in the vicinity. The broken tail and wings were the only parts of the plane still recognizable. They also saw the silhouette of a crowd gathered around the massive inferno. It was then Lelouch saw something that made his blood run cold. Ponies-ponies by the hundreds vacating the rundown ghetto apartments and heading towards the blaze. Many of them were carrying buckets in their mouths. Some of them ran by and stopped in front of the warehouse for a moment.

"Don't just stand there," a regular female pony pleaded, "grab a bucket. Everything stopped working, and this is the only way we can keep the fire from spreading."

"So much for the quarantine," Ohgi mumbled.

"I'm sorry Zero," Kallen panicked, "but I can't wait any longer." The others called out to her, but Kallen paid them no mind as she ran in the opposite direction of the fire and flew away.

"What's the hell is wrong with Kallen!" Tamaki yelled. "Zero, what do we do now?" But Zero didn't answer. "Zero?" Tamaki called out, but Zero was nowhere to be found as well.

For the first time since its construction, the Tokyo Settlement is in the dark. Once, it obscured all the lights in the sky except the moon. Now, all that is left of this luminescent gem was the faint glow of candle lights. One such light was at the entrance of the Viceroy Palace. A lone unicorn stood vigilant staring at the gate leading into the palace grounds. The candle she held in her mouth highlighted her gray fur and pink hair.

The unicorn felt a hoof nudging her on the shoulder. It was a mundane pony with a gold-colored coat and a brown mane.

"Your majesty," the earth pony said in Suzaku's voice, "you should come inside for now."

The unicorn set the candleholder on the ground. "Suzaku," the unicorn said, "I told you to call me 'Euphie'."

"Right, Euphie," Suzaku said hesitantly. Even though Princess Euphemia le Britannia permitted, even ordered, Suzaku to call her by her nickname, the young honorary Britannian felt apprehensive being so familiar with royalty.

"Are you still worried about the Viceroy, your ma...Euphie," Suzaku corrected himself.

Euphemia nodded. "She told me that she was given an anonymous tip on Zero. What if this thing happened to her during a fight?"

"Don't worry Euphie, the Viceroy is an outstanding soldier. She wouldn't let Zero get the best of her."

Euphemia didn't respond. She was certain that Zero was her half-brother Lelouch. She knew, from the time she spent with him at Marianne's villa and from the reports of Zero's resourcefulness, that it would take a miracle ordained from Heaven for her sister to make it out alive, if Euphemia's theory on the identity of Zero was proven true.

Just then, a bell from the top floor rang out. "We have intruders," the look-out stationed on the top floors called out, "heading towards the palace gates by air." The sound of hoofsteps echoed along the palace's reinforced concrete walls. The palace guards raced towards a shadow in the night sky until they were close enough to discern what invaded their air space. It was a horned mare with a face covered in blood being carried by a pair of winged stallions on a canvas tied to their bodies.

"Identify yourselves!" One of the palace guards ordered.

"Where's the Sub-Viceroy?" It was Cornelia. The palace guards stood at attention, or at close it as possible given the limitation of their new forms.

"A thousand pardons, your majesty," a palace guard apologized. "We were unable to recognize you with your...change in appearance."

"Never mind that!" Cornelia barked. "Where's Princess Euphemia."

"I'm right here," Euphemia shouted with joy. She ran out the palace gate and waited for them to land. "Oh, Big Sister, I was so scared that I'd never see you again." Euphemia nuzzled up to Cornelia.

"Oh Euphie," Cornelia gladly accepted her younger sibling's affection. She was so caught up in the moment, it took a few seconds for her to remember proper decorum. She pulled away from Euphemia. "I'm glad to see you are unharmed, Sub-Viceroy."

"Right," Euphemia said with a tinge of disappointment in her voice. Euphemia back away and gasped. "Cornelia! Are you hurt?" She inspected her sister's head.

"I'm unharmed, Sub-Viceroy. The blood isn't mine. I had to...," Cornelia paused for a moment, "improvise during battle."

Cornelia sat in the royal bath with her younger sister and shivered. The luxurious bedroom-size tub was completely dry. Their bath water was in two buckets: one to wash, the other to rinse. They were lucky the mains still had pressure for the time being. Cornelia stood still for her younger sibling to wash the blood off her face. Euphemia gently rubbed a scrub brush over the blotches of dried out blood. Some of the water mixed with blood and soap ran down the brush handle and into Euphemia's mouth. When she was done, Euphemia stuck her head into the rinse bucket, took a swig of water, and gargled. She walked over to the washbasin, revved up on her hind legs, and spat.

Cornelia hung her head down in shame. "I'm so sorry to make you do this, Euphie." To ask her own younger sister to bathe her was deplorable enough, but to make her use her own mouth made it all the more unbearable. Euphemia's only response was to take hold of a dry towel and bring it to her sister. "No, you've done enough for me already."

Euphemia laid the towel to the side. "Nonsense, you'll freeze if I don't dry you off. Now go ahead and rinse. Cornelia stuck her head in the bucket, and, once she was done rinsing off, Euphemia patted her dry.

"Euphie, it's going to be tough for the time being, but if we hold our ground long enough for reinforcements from the homeland, we can make it out alive."

Euphemia laid the towel down again. "What if they don't come? What if what happened to us happen to..."

"Don't talk like that!" Cornelia snapped. "They're on the other side of the globe. Whatever the Black Knights did couldn't have had any effect outside of Area 11, let alone touch the homeland."

Euphemia wanted to challenge her sister's conjecture but didn't have the courage to contradict her, not after what happened. She had her reservations about blaming Zero for this evil. She knew Zero didn't have that sort of power, and if he did, he would have used it only on Britannian soldiers, not innocent civilians, and certainly not on himself and his Black Knights. It wasn't like her sister to make such baseless assumptions, but then again, her sister wasn't transformed into a pony before.

Pendragon City

Schneizel el Britannia stared at the giant flatscreen monitor that stretched from one side of the command center conference hall to the other. The room itself was large enough for a small two-story home to fit inside. On the screen was a map of the world. All land from Japan to halfway to the EU was colored in deep red. Schneizel stared intently at the monitor, but for all the good it would do him, he thought. Satellite feeds died hours ago, and the phenomenon was moving so fast, it rendered the map out dated. He rested his elbow on the arm rest of his chair and leaned his cheek up against his knuckles.

"So, my son," a voice bellowed above Schneizel, "any thoughts on the situation." The figure towered over everyone else in the room at a whopping over six and a half feet tall, but he didn't have the normal lanky built associated with those of above average height. His broad shoulders were those normally found on a power-lifter or a body builder despite his age, which was betrayed by his long, white hair styled in the manner of a British judge and wrinkled, yet angular, face that have seen many a day. He was Charles zi Britannia, 98th Emperor to the Holy Britannian Empire and the enemy of Lelouch.

"I would if I had more information," said Schneizel.

"Make do with what you have," Charles admonished his son.

Schneizel resisted the urge to tell the old man off. He didn't need the added insult of being lectured in public by this father. "I have ordered a radar plane and two squadrons of Knightmares with FLOAT units on standby. Hopefully, the phenomenon is manmade and can be stopped before it has a chance to cripple the empire.

"Your majesty," a voice called on the comm. link, "we have made visual confirmation of power outages in Scottsdale and Mesa."

"Can you detect the cause of the blackout?"

"No, you majesty, we do not detect enemy aircraft. Radiation detection instruments haven't pick..." Suddenly, the transmission went dead.

The prince changed channels on the comm. link. "General Vinge, how much longer before the emergency generators are ready?"

"It'll be another seven hours before we're done. It's a difficult task to jury-rig systems that don't have sakuradite components."

"Do you really believe this is being caused by a Gefjun Disturber?" Charles criticized.

"I know the briefings said the weapon is limited in range, but we can't assume our adversary hasn't perfected the technology." Just then, the power failed. Some of the soldiers switched on their flashlights.

"I'd never imagine it would end like this for Britannia," Charles grunted. Then, suddenly, a sharp pain fell over the Emperor. It was so unbearable that Charles fell to his knees, but he wasn't along. Schneizel and the soldiers were forced to kneel by the agony ravaging their bodies.'

That night, darkness and screams of torment took possession of Pendragon City.

The night had been a most tiresome one for her. The magical power she stole from those quarrelsome primates didn't rejuvenate her as much as granted her the necessary catalysis that would make their transformation possible. This was accompanied by the exhaustion that had overtaken her. She was now in the same location where it all begun. She shook her head looking at the bloodied and bruised corpse of one of her beautiful little pony. Such damnable creatures-they don't seem to learn. She would have to set new subjects straight, but the night spent transforming the ugly apes into a more presentable form and the wounds she receive when she was banished from her old kingdom has taken their toll on her. Instead, she willed the earth to open and swallow up the lifeless body of this poor little pegasus. It was the least she could do for him. For now, she will let these ponies get accustomed to the new life she had given them. Maybe, by the time she recovered, they would finally give up their murderous ways and accept her as their queen.

I hope you enjoy Rebel Against The Night. Next chapter will cover the consequences of Nightmare Moon's actions on humanity and how the ex-human race will cope with the change.