• Published 9th Feb 2012
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Upheaval: Breaking Point - Visiden Visidane



A desperate war, old enemies returning and past mistakes come together to alter Equestria forever.

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Prices Paid

Upheaval: Breaking Point

Chapter 37: Prices Paid

Years in the Legion's kitchens taught Sharpfangs enough to know what the Legion's plans were without having to be told. All he needed to do was observe the mess hall. The chatter was nervous all around, more so than usual. They were about to put their lives on the line soon. The new recruits were were always the loudest talkers: boasting, asking questions, or just hinting for support. While most of the kitchen staff was already taking a break. Sharpfangs stayed around for a while, just in case something was needed.

"Don't those things hurt?" Pinkie asked. Sharpfangs turned, and found her already moving in to stare at his muzzle. Ever since her arrival, Pinkie had demonstrated an infectious, bubbly joy in everything she did, and an absolute lack of perception for personal space.

"Don't what hurt?" Sharpfangs asked.

"Those pointy things coming out of your mouth," Pinkie replied. "They're fangs right? They look pretty sharp. I guess that's why you're called 'Sharpfangs'. It must be pretty awful if you bite your tongue with them. I bite my tongue sometimes when I talk, or eat really fast, but my teeth are all flat, not sharp and pointy like those."

Throughout the verbal barrage, Sharpfangs could only recall sheltereding from calmer blizzards than this. Before she could even slow down, she put her front hooves against his back, and started rubbing. He stepped back with a start. "What are you doing?"

"Grassmane was right! You coat does feel weird! It's so rough…like sandpaper!"

"Please stop," Sharpfangs said. He looked around for signs of Tailwind. His wife had caught a mare rubbing her hooves against his tough, long-haired coat before. The Legion Police still talked about that incident with a shudder. Fortunately, Pinkie did have some concept of discomfort. Still all smiles, she backed away. "You're looking happier this morning, Pinkie. Yesterday, you were under the weather."

Pinkie paused. "I was pretty glum wasn't I?" she said. "I figured that it wasn't helping anypony anyway. I'd rather help my friends by cheering them up! Besides, everypony in the mess hall just seems so happy, and excited!"

Sharpfangs snorted. "They do, don't they? There's going to be a major battle later, and it's got them worked up."

"Do they enjoy fighting that much?" Pinkie asked. Her lower lip stuck out slightly.

Sharpfangs shook his head. "They're scared. They think if they laughed, and talked loud enough, the fear would lessen."

Pinkie grinned. "That's a great attitude to have. Just laugh at whatever you're scared of!"

Sharpfangs looked at Pinkie a sadly. There was no mockery in her tone, that made his heart ache a little. What an enviable life she must have lived behind the barrier, and how sad that the Barrier Lands would steal the belief infused within her words as surely as a blizzard would steal the warmth from anypony.

"Are you okay, Sharpfangs?" Pinkie asked. "Did you bite your tongue?"

"I'm fine," Sharpfangs replied. He sniffed, then cleared his mind. Pinkie decided to come to this place, and he respected that, but she should face the consequences of doing so. "Why don't we join the others and--"

Pinkie shivered violently, her eyes vacant, and staring.

"Pinkie!" Sharpfangs said. "Are you alright?"

Pinkie's eyes refocused, and she hugged herself to stop from shivering. "W-w-whoah," she said. "It's gotten really c-c-cold in here!"

"You're in a kitchen with several cook fires still up." Sharpfangs said. "What's wrong? Do you have a fever?"

Pinkie shivered for a few more moments. She let out a loud exhale of relief before speaking again. "Wow, that was weird. I suddenly felt really cold inside. It's like…like having your heart replaced with ice cubes for a minute! It's like a…a doozy! A really cold doozy!"

Sharpfangs frowned. "No offense, but is this a chosen thing?" he asked. "I've heard of heartburn, but not heart-freeze."

"Oh, it's not the same for all of us 'chosen'," Pinkie replied. "I think it's my Pinkie Sense acting up. But I've never had that kind of reaction."

"Pinkie Sense?" Sharpfangs asked. "What in the frozen valleys of Wolvengard is a Pinkie Sense?"

"It's when I get twitches on my body that means that something is going to happen." Pinkie's smile was back. "I don't think you'll find it in the frozen valleys of Wolvengard."

Seeing Pinkie still being earnest made it difficult for Sharpfangs to scoff. That such a silly pony being able to predict the future would be a good joke for a nightly drinking session, but he wasn't going to laugh at her face. "So what does this really cold doozy say about the future?"

"I don't know," Pinkie replied. Her smile faded again. "It's the first time that's happened to me. I think…I think it's something really bad, and it's going to happen during the battle you were talking about."

"It's a battle," Sharpfangs said. "Bad things always happen in battles. Battles are bad things. Anything specific?"

"No," Pinkie Pie chewed on her foreleg. "Can we stop the battle?" she pleaded. "Just for today!"

The ponies in mess hall were already leaving. "There is no stopping this battle, Pinkie," Sharpfangs said. "Let's just hope that your Pinkie Sense is wrong this time."

"But it's never wrong…" Pinkie mumbled.


Reactions from Bastion City's residents were mixed as they watched the Legion gather by the southern gates. More than a few lauded the upcoming attack as brave, and dynamic: a sign that the Legion was still a force to be reckoned with. Just as many quietly hoped that their troops would make it back alive. Nearly every family in the city had a son or daughter in the Legion.

Among those closest to the gates was Applejack's platoon. She adjusted her barding straps for the eighth time. Or was it the ninth?

"Nervous?" Twocolt asked. Underneath his champron, his eyes betrayed his own fears.

"Maybe a little," Applejack answered. Her voice trembled slightly. It was one thing to stand on top of a wall, and knock down every wolven that tried to climb up, and another to charge into a pack of them.

Reinforcements were arriving, and it would be Infantry's job to clear a path for them. Several squads of unicorns had gathered behind her, while pegasi occupied the walls, and gates. A whole flight hovered above her platoon, out of sight of bolters. The lead pegasus was Vanguard''s mother.

"There goes Flight Dreadwing," Twocolt said. "They always seem to be the ones heading the pegasi in any major operation. Your friend's lucky they picked her."

Rainbow hovered with the rest of Dreadwing, her head raised proudly, while a confident, eager smile curved her lips. When she caught sight of Applejack, she snorted and tilted her head up, refusing to lock gazes.

"Yeah," Applejack muttered. "Real lucky." A day had passed since their scuffle, and they still weren't talking to each other. She shouldn't have lost her temper that night. All it did was make things worse. She had made up her mind. After this battle, she was going to pony it up, and apologize, even if it meant that Rainbow was going rub her nose in it. After that, she was going to try again.

It wasn't just Rainbow that Applejack was planning on talking to. A platoon of unicorn magi stood behind her. Twilight wasn't going on about how they had to go out there, and kill wolven like Rainbow was. That was because, for the past few days, she barely said anything to them. She was constantly reading, and the slightest interruption irritated her. Spike once told stories about Twilight's nigh friendless days in Canterlot. These days were starting to resemble those. Only with more wolven.

"Is that Captain Vanguard Clash?" Twocolt asked. "Looks like Special Operations is involved in this attack too."

True enough, Vanguard stood by one side of the gate. In his distinct barding, he looked like statue of black metal. While legionnaires around him paced, and fidgeted, he was perfectly still. Applejack smiled wryly at the contrast he presented with Rainbow. One was as colorful as her name suggested, easily among the loudest of her friends, and filled Applejack with apprehension. The other one was about as colorful as a tombstone, and just as talkative. There was a strength, and steadiness to him that washed her nervousness away. She reminded herself to talk to Vanguard later. He was born into all of this fighting. He would know how to deal with all the violence without falling apart.

For now, Applejack concentrated on the task ahead. The attack was about to start soon.


Rainbow was practically swelling with pride. Dreadwing was tasked with leading the pegasi in this attack. Not only that, Flight Captain Tailwind was given the vital role of assassinating the enemy commander. There was no doubt now that Dreadwing was the best flight in the Legion. Three recruits were traded away so she could be included in it. During their raid, she had proven herself capable of fighting alongside them. This time, she was going to show them that she was the best thing to happen to the flight.

Finally, the horn that sounded the attack blew, and the gates swung open.

"That's the signal!" Tailwind barked. "Move out! For Equestria!"

Dreadwing echoed Tailwind's battle cry, and took off. They winged past the southern walls followed by Storm Dawn and Frost Shear. Below them, several infantry platoons charged into the waiting wolven forces.

Rainbow had little time to watch how the ground troops were doing. As soon as she flew past the walls, a barrage of bolts greeted her flight. There was no panicked flying from her this time. She stayed in formation, and weaved to the side with the others.

"Take down their bolters!" Tailwind shouted over the clamor of battle. She pulled out the enormous crossbow strapped to her back. "Night Breeze! Spring Rain! Cover me while I move in!"

As two of Flight Dreadwing's officers joined Tailwind in flying deeper into enemy lines, the rest of the flight fired their first barrage into the gathered bolter squads. Rainbow picked one bolter who was just about to finish loading, and pulled the firing lever. The bolt struck the wolven's ribs, and flung it back.

'Good,' Rainbow thought. 'I'm still in perfect form!' She started loading on the fly while picking out her next target. The wolven had finished reloading when she let another bolt loose. Another wolven bolter dropped to its side, its neck bleeding copiously. A second barrage of bolts flew from below, and the entire flight flew up to avoid it. Somepony beneath Rainbow screamed briefly. She didn't have time to look, however. An enormous wolven stalked from the rear lines. It was smaller than King Fenrir, but was easily five times the size of a pony. Its white fur stood out among its gray-coated brethren. "Brachyurus…" she whispered.


Naralrak chuckled as the thunder-foots galloped into the fangs of his wolven. A few days ago, the western forces had been attacked by flying thunder-foots, and their commander, Gelrok, embarrassed himself by letting several supply wagons burn. This was a chance for him to prove himself to the king as the most competent among the brachyurii. "Forward!" he roared. "Tear these thunder-foots apart!"

"Commander, there are thunder-foots also coming from the south!" one wolven howled.

"Then kill them too!" Naralrak snarled. Scouts had already warned him of the approaching thunder-foots from the south. Nakiskra, his former scouting leader, had suggested that he call upon the other commanders to reinforce his troops. For such an impertinent suggestion, she later provided him with dinner that same night. Call for help? How humiliating would that be? This march will be the greatest battle in Wolvengard's history, and there was no way he was going to let himself be overshadowed by any wolven by asking for help.

A large flock of flying thunder-foots descended on Naralrak's bolters, shooting them while they were still reloading. A trio of them separated from the main flock, and headed towards him. Snarling at this brazen challenge, he advanced upon the three. One of them aimed a large bolter at him. "Think you can kill me, thunder-foot?" he roared. "Come then!" With one swift motion, he grabbed a nearby rock, and hurled it at the flying thunder-foot.


"Foal of a nag!"

An enormous rock flew towards Tailwind. She had to abandon the shot to dodge it in time. Night Breeze and Spring Rain flew ahead, and fired at her charging target. The brachyurus dodged Night Breeze's shot, but Spring Rain's struck true, embedding a bolt just above the its left shoulder. It didn't even slow down at this. "Flight Captain watch out!" Night Breeze yelled.

A squad of bolters had detached from their main firing line, and were now taking aim at Tailwind. Cursing at the lost chance, she dodged, and weaved as a barrage of bolts came her way. Her escorts reloaded, and turned their aims toward the bolters. They fired, and a pair of wolven dropped to the snow-covered ground. It was now a race of reloading. The two would finish first while the wolven struggled with their heavy weapons. However, even if they killed two more, they would still have to avoid another barrage. Tailwind righted herself, and took aim once again, but the target was no longer where it was standing.

With a vicious roar, the brachyurus jumped from beneath, its claws, and jaws outstretched. Tailwind twisted her body in time to avoid being ripped in half. The brachyurus's hot breath blew past her coat as its jaws snapped shut just a few inches away. As the wolven fell, one of its claw swipes struck the arbalest, knocking it to the ground.

"Damn!" Tailwind hissed. She pulled out her regular crossbow, and fired while the brachyurus was still falling. The bolt struck true, burying itself into her target's side. She didn't believe that it was going to slow down. Its armor-like fur, its tough hide, and its thick muscles, would make sure of that. Before she could make a dash towards her fallen weapon, a barrage of bolts forced her back. Something else headed towards her though, some streak of rainbow colors making its way through the battlefield at amazing speed.


Though the battle raged on all around her, Rainbow looked at how Tailwind dealt with the enemy leader. The brachyurus was enormous. Even from afar she knew that they were big. Seeing one this close left her breathless. Its size, its speed...everything about it was completely monstrous. Her heart skipped when it jumped so high that it nearly bit Tailwind. No wonder all it took was to kill one of these monsters to earn an insignia.

When Tailwind's arbalest fell to the ground, Rainbow saw her chance. Normal crossbows hurt the monster, but they weren't enough to kill it. It needed one clean shot with the arbalest to bring it down. She made a dash for the weapon, flying low, and zigzagging through the swirling battle. Infantry was pushing hard, forcing the wolven lines to break up, or be trampled into the blood-soaked snow. There were also ponies attacking from the opposite side, and making their way into the city. The pegasus reinforcements spread out, firing on the scattered wolven to keep them confused, and unable to regroup.

Casualties were also all over the place. A pegasus crashed just a few feet away, his body riddled with bolts. Two more followed him with the same injuries. She flew past several dead earth ponies, and had to duck a swipe from one of the wolven savaging their remains.

Finally, Rainbow made it to the arbalest. Fortunately, the weapon had not fired despite the impact. It didn't look like it was damaged either. The thing was heavy, however, and slowed her down when she flew up.

"Rainbow!" Tailwind shouted from above. "Good work! Now, give it to me!" Another barrage of bolts forced her to fly up.

Unfortunately, the brachyurus had also followed. Its fearsome, red eyes locked onto Rainbow as it charged. In the few seconds it took for the monster to reach her, Rainbow had to make a snap decision. The balance threw her off, but she aimed the arbalest, and fired into those gaping jaws.


At the sound of the horn, and the swing of the gates, the sudden rush of legionnaires carried Applejack away. "For Equestria!" everypony shouted. Instinctively, she echoed the battle cry. There was little conscious thought involved in the charge. The pent up energy of waiting followed by the sudden burst of sound, and movement sent every pony in Infantry galloping headlong towards the wolven. It was like being carried away on a river's current.

The foremost ponies crashed into the wolven with the loud bang of colliding metal and flesh. The wolven at the front were struck down while the charging ponies reared up to trample them. Blood spattered across barding as tramplers crushed bones. The wolven responded by jumping on the lead ponies, latching on to their barding with powerful jaws, and dragging them down. When one pony proved too strong to be taken down alone, two or three more easily followed through, and a fallen pony was practically helpless as the wolven tore bits of his barding off from the straps, then clamped into the exposed flesh.

From behind Applejack came a barrage of magic. Bolts of flame, and arcs of lightning charred wolven hides, leaving them stunned, confused, and on fire, while Infantry trampled them. Applejack ducked on instinct when a crack of thunder came from behind. An enormous bolt of lightning, much bigger than the previous ones, flashed above her, striking one of the wolven, and knocking it flying back to the enemy rear lines. Instead of a badly singed, twitching wolven, there was only a charred corpse. The spell scattered into several smaller bolts that struck the wolven unfortunate enough to be nearby, singeing their bodies, and leaving them howling in pain.

Unsurprisingly, Twilight stood at that massive bolt's source. Her horn still crackled with purple energy, and it looked like she was already intoning another spell. Nearby unicorn magi looked at her in surprise, but she ignored them. She didn't even seem to look at the carnage that resulted from her last one. 'Is that what you've been studying so much for, Twi?' Applejack thought.

She didn't have time to contemplate. A wolven saw easy prey in her, and charged, flecks of spit flying from its mouth. Applejack was ready though. She reared up, and smashed a trampler against the wolven's nose, cracking its snout, and knocking it on its back. Her heart pounding, she rushed forward, and brought both front hooves down on her stunned enemy. She closed her eyes upon hearing the crunch from beneath. The wolven's struggling ceased quickly. Another howl came from the right. Applejack opened her eyes, and found Twocolt trampling another wolven just a foot away.

"Stop doing that!" Twocolt yelled.

"Doing what?"

"Closing your eyes in the middle of a fight! Are you crazy?"

"Sorry," Applejack said. "I'm still not used to this." She remembered Twilight's expressionless face after that bolt of lightning. Perhaps she was the only one left who wasn't. She had to put more into this battle. Perhaps it was her weakness that pushed her friends even harder.

An enormous wolven was moving from the enemy's rear lines. Applejack had already been taught what this creature was: a brachyurus, the biggest and nastiest of the wolven. Several pegasi flew after the thing. She watched in awed horror as the massive creature jumped high, and swiped at one of them. Something fell from the dodging pegasus. It looked like a crossbow, a really big one.

A streak of rainbow colors sped towards where the weapon. 'Rainbow!' Applejack thought. Rainbow streaked past the enemy lines. Several wolven tried to give chase, but the speed made them quickly abandon the idea. Rainbow managed to get to the weapon, but the brachyurus was closing in.

'What are you doing?' Applejack thought desperately. 'Fly up! Get out of there!'

Rainbow hesitated for a second, took aim, then fired.

At the very last moment, the brachyurus closed its jaws, and ducked. Rainbow's shot tore through its left ear, causing blood to run down its face. Applejack's heart went cold as the monstrous wolven brought a paw down on Rainbow, slamming her viciously to the ground. Clumps of snow flew up from where she struck. Her weapon went flying towards another direction. "Rainbow!" Applejack cried out. Twocolt called out a warning, but Applejack galloped ahead, dodging past pursuing wolven.


Rainbow opened her eyes. What happened? One second she saw her shot miss, and the next second she was flat on her back. Her head spinning, she tried to remember what had happened in the past few seconds. The brachyurus had struck her. She remembered the impact of the pads of its paw hitting her, and counted herself lucky that it hadn't raked her with its claws. She tried to stand, but her legs were still wobbly, and her vision was all over the place.

A deep, cavernous growl brought her up short. A trickle of cold sweat dripped from her brow. The brachyurus stood before her, licking its lips in anticipation. Rainbow tried to get to her hooves again, but her knees refused to do what she asked them to do. She flapped her wings desperately, but all she did was hover for a few seconds before falling back into the snow. The brachyurus's hot breath wafted around her, choking her with the stink of rotting gore between its fangs. She closed her eyes, and waited for the end.

Seconds passed without anything happening. Rainbow opened her eyes again. An earth pony legionnaire stood in front of her. The yellow tail, and the orange coat gave her a good idea of who it was. 'Applejack?' she thought. Her eyes widened. It was indeed Applejack in front of her, rearing up to hold back those nightmarish jaws.

"What are you waiting for?" Applejack grunted. "Fly, you foal!" She shook from the effort to keep the brachyurus from shoving her aside. Rainbow got to her hooves, and flapped her wings. This time, she managed to hover properly.

Before Applejack could so much as breathe as sigh of relief, the brachyurus shifted, shaking her loose, and swiping at her with a claw.

Something hot, and wet spattered across Rainbow's face as the brachyurus's claw whipped past her. Applejack flew several feet before tumbling into the snow, and lying still. A bright red trail, along with bits of shredded barding, marked where she had tumbled. "Applejack?" Rainbow mumbled. Her voice rose to a cry. "Applejack!" She flew hurriedly towards her fallen friend.

The brachyurus had focused on Rainbow again. Before it could strike, a pair of bolts struck its side. With a roar, it fell back, and switched its attention to the pegasi circling above.

"Rainbow!" Tailwind shouted. "Get your friend out of there!"

Tears streaming down her face, Rainbow tried to get Applejack to her hooves, but Applejack was limp in her forelegs. Blood soaked through her leather barding as she lifted Applejack to her back before taking off.

The brachyurus prepared to jump again when another pony slammed against its chest. This one was clad in heavy, black plates, and had struck directly below its neck, knocking it flat on its back.


With a swing of his neck, Vanguard brought his blade against the brachyurus, slicing open a large wound on its side just as it was getting up. He jumped back in time as a claw swiped at him, keeping his head low, and waiting for another opportunity to attack.

No attack came. Before the brachyurus could charge, a torrent of flame washed over its face. It fell back, howling in agony. Vanguard glanced back in time to see Twilight galloping forward, her face twisted in a rage.

The brachyurus was not done despite its horrific injury. Half its face was charred, and partly melted, and another bolt had struck its side. Still, it roared, and leaped towards Vanguard with its claws extended. Vanguard saw his opening. He matched the leap with a charge of his own, and immediately ducked towards the monster's blind side. He galloped past the claws, then plunged his two-bladed sword deep between the brachyurus' ribs.

A weak howl escaped the brachyurus' jaws, and it raised a paw to knock Vanguard back. Before it could do so, it found Tailwind hovering in front of its face, the re-loaded arbalest now in her forelegs. The bolt flew from her weapon, and plunged into the brachyurus' remaining eye. The impact knocked the monster over, leaving it dead on its back. Before Tailwind could take a closer look, another wave of flame crashed into the brachyurus. She flew back, and watched the flames consume her target with a sigh of frustration.

Vanguard managed to pull his weapon out, and jump back before Twilight burned the dead brachyurus to a crisp. The white-hot flames died down as quickly as they had flared up, leaving behind a large, blackened corpse. For a moment, he was reminded of Pyre's hoof-work. The flames were the same, as was the ferocity of the spell. The horn sounded from the walls again. The reinforcements had made it back, and it was time to retreat. As he was leaving, the wind blew something against his legs: a hat, Applejack's hat, blew against him. He picked it up, and started running back, signaling to Twilight to do the same. Wolven from the eastern and western sides of the city were running over.


Rainbow barely heard the horn as she winged her way to the city. Bolts zipped past her dangerously, and she was flying out of formation, but she didn't care. She had to get Applejack to Medical. That was her only thought. Then, she had to do whatever it took to make sure her friend lived.

"My…"

Applejack shifted. A measure of relief escaped Rainbow as a sigh. "Applejack!" she exclaimed. "How are you?"

"My hat…" Applejack's voice was so weak that it was almost impossible to hear her. Her hooves moved slightly in some futile search. "Where's my…my hat…"

Rainbow could only choke back a sob as she beat her wings harder. Bastion City seemed so far away…