Elements of Chaos

by Incredible Blunderbolt

Act 1: Finale

Elements of Chaos
Act 1
Finale

Rarity’s sword fell to the ground with a clatter. There was blood everywhere; it poured from the wound, spilled onto the earth and pooled around her hooves. “Oh, Celestia!” she cried, staring at the crimson puddle. “Oh, Celestia, what have I done?”

The body of the guard lay on the ground, motionless. Blood flowed from the stallion’s neck in a steady stream. He was dead. He was dead and Rarity had been the one to kill him! If she hadn’t slashed his throat with her rapier, he would still be alive right now! She’d killed somepony! His blood was on her hooves!

“Rarity?” Applejack’s voice broke the silence and pulled the unicorn from her horror. “Rarity... a-are ya alright?”

Rarity’s mouth felt like it was frozen. Her voice was gone, much like the guard’s own. She felt tears sliding down her cheeks, but her head didn’t seem willing to move either. Her eyes remained firmly locked on the body at her hooves.

A hoof landed gently on her shoulder. “Hey,” Applejack said softly. “It-it’s okay...”

Something about the Earth pony’s words lit a fire inside Rarity. Breathing heavily, she shoved Applejack’s hoof off of her shoulder. “Okay?” she growled. “It is not ‘okay,’ Applejack! NOTHING is OKAY! He is dead!” she motioned to the guard. “I killed him!”

Applejack backed off quickly, shocked by her friend’s sudden outburst. “Now hold on there, partner,” she said carefully. “Don’t go gettin’ yerself all up in ah tizzy. He was tryin’ tuh kill us, remember?”

“It doesn’t matter!” the unicorn cried back. “That doesn’t mean I wanted to kill him!” The guard’s soulless eyes seemed to mock her, their emptiness reminding Rarity of her actions. More tears fell into the pool of blood.

“Uh, guys?” Twilight’s panicked voice sounded from outside. “Can whatever’s going on in there wait for a bit? Rainbow Dash just passed out!”

Rainbow. That was why Rarity had jumped into the fight; to protect her friends. After Dash was thrown against the cave wall, the guard had advanced upon them. He’d mocked them and laughed at their terrified screams while he swung his blade at them. Rarity had been forced to act. What else could she have done? Allow her friends to die? Never. Still, the idea that she’d just ended somepony’s life gave her a feeling much akin to having her heart ripped out of her chest.

Rarity felt somepony pulling at her. Applejack was trying to lead her out of the cave and into the sunlight. Tearing her eyes off of the horror scene before her, she re-sheathed her rapier and followed her friend.

As Rarity exited the cave, fresh sunlight washed over her and warmed her fur. This wasn’t right though, it couldn’t be! She’d just killed somepony; the whole world should be dark and gray, not bright and vibrant, with colorful birds flitting about through the trees. Their beautiful songs only added to the mockery of the world around her.

“Oh my!” Fluttershy squealed fearfully. “We need to get her some help, fast!”

A few dozen feet from the mouth of the cavern, her friends stood in a circle. Rarity plodded over to them and squeezed between two of the ponies to get a look at Rainbow Dash for herself.

Rarity looked over her cyan friend. She was unconscious; of that much she was certain. However, being untrained in the field of medicine left her fearful of her friend’s condition. The only evidence of her injury was the blood that dripped from the top of her head. While this was most certainly not good, Rarity was unsure of just how bad the situation was.

“She looked fine a minute ago!” Twilight said worriedly. “But when she got up she just kind of... fell back over. I-I think she might have a concussion!”

The ponies just stared in silence, unsure of what they could do to aid their flying friend. Applejack seemed to grow impatient, tapping her hooves on the ground and growling in frustration.

“C’mon, y’all!” the orange pony grunted as she hoisted the unconscious pegasus onto her back. “We should git back tuh Hoofington an’ tell Lionheart what’s happened.”

“But first we’re gonna help Dashie, right?” Pinkie Pie asked, looking to be on the verge of tears.

“O’ course, Pinkie Pie!” Applejack said reassuringly. “An’ Ah’m sure she’ll be fine!” Rarity tried to ignore the fact that Applejack seemed to be trying to convince herself more than the pink pony whom had asked the question,

“Um... excuse me?” Fluttershy said quietly. “But what about Cutlass? We can’t just leave without him...”

Twilight shook her head slowly. “Fluttershy,” she said softly. “We all heard that blast. There’s no way anypony survived that.”

“What about Mr. Friendly in there?” Applejack asked. “He made it out all right.”

“Judging by the time it took him to reach us, I’d say he wasn’t very far behind.” Twilight countered sadly. “That wasn’t just a regular explosion either,” she added. “A blast that huge only happens when a unicorn’s horn breaks, releasing all of their raw magic at once. There will be nothing left of anything near the point of origin. Cutlass is gone...”

They stood there in silence for a few moments, letting the words sink in; Rarity almost threw up. She’d just killed somepony and now Cutlass was dead; this was way too much for a mare like her to handle in just a few hours! Sure, the white pegasus wasn’t exactly the picture of affability, but he was their friend, and Rarity would refuse to call him anything less. Anypony that would sacrifice their life to save ponies they barely knew was all right in her books.

“Well, let’s git goin’ then...” Applejack’s quiet tone broke the silence. “Ah’m sure that’s what he’d ah wanted.”

The five friends nodded in agreement and set off for the city with tears in their eyes. With all that had happened, there was no way this day could get any worse for them.

What kind of coat color is Yellow-Green? Rarity wondered in disgust. It looks hideous on her, the poor dear! The subject of her thoughts being, of course, the unfortunate doctor wrapping bandages around Rainbow Dash’s head.

Rainbow was still looking worse for wear. She’d been limp and lifeless the entire way back to Hoofington and Applejack- being the only pony strong enough- had borne the strenuous task of carrying her the whole trip. She caught a break when they reached the city gates though, and they were swarmed by city guards and concerned pedestrians who took the earth pony’s labor for her.

Now they were here at Hoofington General Hospital. After waiting for what seemed like hours for somepony to come in and examine Rainbow Dash, they got Doctor Open Heart. She’d come in just a few minutes ago and got right down to business, asking questions and surveying Rainbow for serious damages.

At least the bleeding stopped, Rarity thought. Thank Celestia for that! There was only so much chaos she could take in one day. Losing not one but two friends on top of murdering somepony might very well drive her over the edge!

“Is she going to be okay, doctor?” Fluttershy asked. She stood near the back of the room, far away from the limelight, but still managed to be heard over the whispers of her friends.

“She will be fine.” The doctor responded without taking her eyes off of her patient. “Tell me, who was the one that treated her with Nacol Root?”

“Um... that would be, uh... me.” Fluttershy answered uncomfortably. “I’m sorry! I was just so worried and I had to do something, and-”

“No, no!” The doctor said happily. “I just wanted to say that it was genius! Not many ponies know that the Nacol Root can ease pain and speed up the scabbing process.”

“Oh... Um, thank you?”

“Fluttershy runs an animal clinic back home in Ponyville.” Twilight said proudly, wrapping a foreleg around the pegasus’s neck. “She’s really very good at it. The animals all come to her with their problems. I’m sure it’s only natural that some of her skills could translate to equine medicine.” Fluttershy simply blushed at the unexpected praise.

When Doctor Open Heart was done wrapping Rainbow’s head, she climbed down from her stool and stood back to examine her work. Nodding in approval, she began to clean up the remnants of her supplies.

“So what’s the damage, doc?” asked Applejack. “Nothin’ serious, right?”

“A simple grade two concussion,” she said. “Nothing all that bad. Just keep her from doing anything incredibly strenuous for a week and she’ll be fine.”

“But Doctor,” Twilight interrupted. “I’m familiar with the concussion grading system. She’s been unconscious for almost three hours!”

“You said she was conscious after she hit her head, right?”

“Yes,” Twilight confirmed. “And when she stood up, she just fell right back down.”

“Was her breathing shallow?”

“I’m not sure... I think so, but I wasn’t really paying much attention to that.”

Doctor Open Heart nodded. “It sounds like she just wasn’t getting enough oxygen to the brain and her body shut itself down to slow her breathing. No worries, she’ll be up and about in a bit!”

“Oh, that’s great news!” Rarity sighed with relief. She’d been fearing for Rainbow’s safety ever since they had left the cave. The constant jostling of her sleeping body couldn’t have been healthy for her in her current state.

A knock sounded on the door next to Rarity. “Hoofington Guard!”

Rarity knew that voice; it sounded like Chief Quicksilver, the guardsmare who had detained them when they’d first arrived in Hoofington. What does that dreadful mare want now? she thought vexedly.

The door opened violently, crashing against the wall and shaking the certificates that hung upon it in their frames. In walked an angry looking Quicksilver, flanked by two equally angry looking guards.

The guardsmare stood in the center of the room, taking in the scene around her. She looked each of the ponies up and down, her face showing her disgust. Then her gaze fell upon Rainbow Dash. “So it’s true.” she growled softly. “You have returned alone.” She turned to her subordinates, “Take them into custody,” she said. “I want them booked and celled before nightfall.”

“Woah, woah!” Doctor Open Heart cried, stepping between the groups. She regarded Quicksilver with an unamused stare. “What is happening here?”

Quicksilver, to her credit, did not flinch or even blink as the doctor got in her face and looked her indignantly in the eyes. “Doctor,” she said calmly. “These ponies you seem so eager to protect- did they perchance tell you how their friend was injured?”

“In a fight!” Open Heart responded haughtily. “Now, I’d thank you kindly to leave!”

“These ponies have been documented fighting and killing Hoofington Guards,” Quicksilver announced. “Another pony they travelled with, a prime suspect in the royal kidnapping case, has vanished. They were sent to retrieve missing stallions from the Mt. Ogatunga Mines. Instead, they killed them and blew up the mountain.”

“Wh-what?” the doctor stammered, taking a second look at her patient and the ponies surrounding her. Rarity did her best to give a soothing, comfortable smile, but she knew it wouldn’t work.

“Now wait just one apple-buckin’ minute!” Applejack protested. “Yer takin’ ever’thin’ completely outta context!”

“What context?” Quicksilver asked roughly. “The law is blind to context! By order of his Majesty, King Lionheart, you ponies are under arrest on the charges of kidnapping and detaining of our Princesses, aiding and abetting the traitor Cutlass, and the murder of several Hoofington Guards!”

Rarity felt woozy; this couldn’t be happening! Not again! “Wha-”

“You are to come with me immediately, whether by will or force, to the Hoofington Prison.”

“Bu-” Twilight tried, but was cut short.

“You are to remain silent; Any speaking can and will result in the forceable removal of your tongue. You are to remain compliant; Any resistance can and will result in the forfeiture of your consciousness...”

Quicksilver continued to recite the Equestrian Criminal Rights to Rarity and her friends for the next few minutes. Details ranging from how many feet they had to be away from pedestrians at all times during their transport, to how they had to act during booking flew into Rarity’s still unbelieving ears; How could this have happened? King Lionheart had personally called for their freedom the first time, so why had he sent a warrant for their arrest now? It didn’t make any sense at all. The guardsmare had to be lying: she’d obviously decided to take them prisoner again because Cabal had released them earlier. In any case, Rarity knew was that she was upset; furious! This mare had a lot of nerve to disobey a direct order from Prince Cabal!

“What about Rainbow Dash?” Twilight spoke over the guardsmare. “She’s not even conscious!” Rarity wanted to slap Twilight right then, was she asking to have her tongue cut out?

Quicksilver seemed ready to give Twilight a piece of her mind, but apparently, Twilight’s question was deemed excusable. The guardsmare turned to Open Heart. “Does she require medical observation?”

Open Heart, still stunned for the most part, simply shook her head. “No. She should be fine soon.”

“Then she can recover in her cell.” Once more, she turned to her guardstallions. “Take them into custody.”

[X] [X] [X] [X] [X] [X] [X]

“Is this really how criminals are forced to live?” Rarity moaned in disgust. “I thought taxes were supposed to pay for better quarters than this!”

Twilight let out a low growl of frustration, forcing herself to not yell at the prim mare to be quiet for once. It was true, their chambers were in a sorry state, but they were being charged with capitol treason and murder; if ponies charged with those types of crimes were lodged in bright, cushy cells with high-end beds and room service, she would have to question the legal system’s sense of justice.

Still, it was dark and dank in the long, stone corridor. Cells lined the underground hallway the entire length, rusty iron bars separated them from the walkways. The stone walls were cracked and crumbling, condensation leaked through some of the holes in the ceiling; so much so that there were grates on the floors so that the area would not flood. Twilight and her friends were locked up at the farthest end of the room, split into pairs to share cells. From what Twilight could tell, they were the only ponies there.

Rainbow Dash lay on the single bed behind her, still very unconscious. Twilight had been forced to pick her up manually from the floor where the guards had dumped her and position her on the lumpy mattress. Not one sound had emanated from the cyan pegasus during the past few hours. Rarity and Applejack stood behind the bars of the cell across from her, the latter looking ready to quiet the unicorn herself. To Twilight’s right, in the final cell of the hall Fluttershy and Pinkie Pie were sitting on their bed.

Twilight sighed and rested her head against the bars as Rarity continued her jeremiad on the conditions of their living quarters. The other unicorn was her friend, sure, but that didn’t mean she couldn’t get tired of her. Rainbow Dash was living proof of that; the brazen pegasus always managed to find Twilight’s last nerve and jump on it. Still, it was in their nature. Twilight would no more wish to change Rarity than she would wish to change Rainbow; they were unique... special, and Twilight liked them like that.

The unicorn felt sleepy; bone tired and lethargic, not to mention powerless. For the first time in her life, Twilight wished she wasn’t a unicorn. Non-unicorns didn’t have to worry about magical wards that constantly sucked at their pools of energy to prevent the use of magic. Pegasi couldn’t break doors down with their wings, Earth ponies couldn’t buck iron bars or twist them like bits of straw using only their minds. Those powers were reserved solely for the horned. Like Twilight, who felt ready to join Rainbow in a peaceful slumber.

The inside of one of the cells on the opposite side of Twilight was outfitted like an office, with paperwork and books stacked upon multiple desks. Sitting on one of said desks, was all of the equipment that the group had been traveling with, minus the things that they’d left in Castle Hoofington, of course. Applejack’s hat and rope, Rarity’s sword, Rainbow’s dagger... they’d even confiscated a strawberry cupcake from Pinkie Pie. It seemed to glow faintly in the nearly complete darkness.

A ways down the hallway, a door closed loudly. Hoofbeats made their way down the rocky, weathered path, clip-clopping loudly in the confined space. Twilight picked her head up and tried to make out the newcomers through the darkness.

They were stallions, four of them. Two of them walked with an air of self importance, striding regally ahead of the other pair. Once again the smell of rotting flesh filled Twilight’s nose, nauseating her and creating a feel of desperation in the darkness.

The stallions approached the holding cells, stopping just short the final set so they could see all six of their captives. One of them stepped forward, taking the floor for what Twilight assumed would be some sort of speech. She knew who he was before he began to speak; the silver armor, the gray streaks in his crimson mane, the extra-long, incredibly sharp sword adorned on his side; it was none other than the king himself.

“King Lionheart!” Rarity sighed with relief. “Thank goodness you’ve come! The conditions in here-”

“Silence!” Lionheart interrupted curtly. Gone was the friendly demeanor with which he had first greeted the ponies. Now there was something else in his voice; something sinister.

Lionheart slowly looked around the room, regarding each of his prisoners. “You fillies are not making my life any easier. You were supposed to die in the mines.”

Twilight’s jaw dropped. Was he saying what she thought he was saying? “You... you were trying to kill us?” she gasped. “But why? That doesn’t make any sense!” Lionheart was a guard! One with an amazing service record! He was hoof picked to stand in as Captain of the guard by her brother while he was on honeymoon!

“Orders,” Lionheart said frankly. “Honestly, I would have preferred to kill you the first time you came here, but my master disapproved of that plan. So you were to be sent to your slaughter in the Ogatunga Mines. His idea, not mine.”

“You... You monster!” Applejack roared. “ You’re working for Eclipse!”

“Of course.” Twilight could almost smell the conceit in his tone. Lionheart began to pace around the small cul-de-sac the cells formed at the end of the hall, his tail twitching every now and again. “It is the dawning of a new era! Equestria has gotten soft! Our borders have steadily grown inward for millennia because Celestia is too afraid to start a war over our own land!”

“But that’s why we have guards!” Twilight cried. “The guards, our military, if Celestia didn’t care, she wouldn’t even have them!”

“Filly, have you ever been in a combat situation?” The unicorn was about to answer in the positive, but Lionheart continued without deterrent. “I’m talking a live-or-die, sword-in-mouth, fighting to the last pony, ground exploding under your hooves, friends dying all around you death ground?”

Shocked into silence by the horrible detail Lionheart put into his question, Twilight simply shook her head.

“Then you wouldn’t know.” The traitorous King made it to the end of his stride and made to go another loop. His hooves stomped on the ground with force, as if this matter was incredibly important to him. “Let me tell you something filly; war is Hell? Ha, you don’t know the half of it! Twenty years ago, I led a small company into bandit territory on a hostage rescue operation. The place was filled to the brim with crooks, thieves, murderers and the like, but I was confident that my training had prepared me for it.

“We entered through the back gates and sneaked into their main complex. Our plan was to grab the hostages and run while a few defenders stuck around to hold off the kidnappers. It didn’t work out that way; halfway to the target location, we were caught. I was forced to charge my team through the doors and take the hostages back by force. Only we were completely surrounded by the time we were ready to leave. I was ready though. Academy training and more than a few drug busts under my belt had given me what I believed to be the best tactical knowledge around. I was cocky.”

Lionheart paused and looked at the ground sadly, mumbling to himself. Twilight caught something about sunshine. Looking back up, he stared Twilight directly in the eyes and finished his story. “My entire company; every hostage; dead before the fight was over. Two hours after our mission had started, I was the only one who limped out of that mud hole.

“If we were trained better;” he rumbled. “Had a decent budget; maybe a ruler who actually cared about defense, those fifty ponies would still be alive today!”

Applejack jumped up with her hooves on the bars of her cell, calling the attention of the Guard Captain. “Hold up,” she said indignantly. “Ya can’t just judge the Princess on the turnout of one battle!”

“One battle?” Lionheart chuckled. “Don’t make me laugh, filly. Even Celestia herself was powerless to stop Nightmare Moon! Our forces never stood a chance against Discord! And just look at the Royal Wedding! The Queen of the Changelings herself; right under the nose of our dear, loving defender, Princess Celestia! Luna never even raised a hoof to help us on either account. They’re still mopping up blood from that day!

“No,” Lionheart growled. “We need a leader who will not put politics and petty projects ahead of defense. Eclipse will be a far better ruler than Celestia or Luna ever were! It will be a new, golden age of peace and prosperity, with the Equestria that was always meant to be!” He lowered his hoof back down to the ground and settled his gaze back on the cells. “Too bad none of you will ever see it.”

“That’s right you big meanie pants!” Pinkie cried. “‘Cause we’re gonna stop you!”

Lionheart resumed his pacing, albeit at a slower stride. “No, you’re not.”

“What makes yah so certain o’ that, huh?” Applejack said cockily. “Ya’ll can’t keep us locked up here forever; somepony’s bound to come lookin’ fer us!”

Twilight smiled. Applejack had an excellent point; Lionheart couldn’t keep them locked up underground forever, most of Ponyville knew where they were. Sooner or later, they’d send somepony to investigate. They had the evil king now!

“You are correct, but I cannot simply let murderers and traitors roam free!” Lionheart said, intentionally overdramatizing each syllable.

“Wh-what are you talking about?” Rarity shivered.

Twilight could actually feel Lionheart’s sadistic smile. “You may not have died in the mines like I planned,” he said. “But as far as Hoofington is concerned, you’ve killed half a dozen guards, assisted a traitor in escaping justice and, for all they know, even kidnapped the Princesses themselves. You are to be hanged at dawn.”

For the second time that night, Twilight felt like crying. Why was the whole world falling apart around her? First her magic, then Celestia and Luna, Cutlass’s death, Rainbow getting injured and now execution? She didn’t know how her rapidly shortening life could get any worse!

“Y-You big meanie!” Pinkie cried as the king began walking away. “You promised to help us!”

Lionheart stopped in mid-step and turned his head around to look at Pinkie Pie. He circled around his compliment and made his way back to the center floor. “I did say that, didn’t I?” he mused.

A second stallion stepped into the cul-de-sac. “Father?” It was a soft voice; the tone of a young stallion who was unsure of what was going on.

“Yeah!” Pinkie growled indignantly. “You promised to tell us where the Princesses are you big meanie! You were supposed to help us!”

“Father, you’re not going to...”

“Hush, Cabal,” Lionheart said. “We may be doing some sordid things to achieve our goals, but you must always remember your honor.”

“What?” Cabal gasped in confusion. “Father are you mad? He’ll kill you!”

“Relax, boy,” Lionheart replied. “It’s nothing so drastic.” The King looked to his son. “I did promise to tell them where the Princesses were upon their return. You must always remember son, a stallion is only as good as his word.”

Huh? Twilight thought. She wondered what exactly Lionheart defined as ‘his word.’ Every guard was sworn into service with the customary protection oath he was breaking right this moment! However, Twilight was not about to look a gift pony in the mouth, and she kept her lips sealed.

“Very well,” Lionheart said to Pinkie. “I will tell you what I know; Celestia and Luna are being held in an underground complex in the Razorback Mountains, just South of the Lamos border.”

“Where exactly?” Twilight asked, prodding for as much information as possible. Perhaps she could slip a message off to somepony, or shout it out before they were hanged, or... something! There had to be something she could do with this information!

“Father...” Cabal pleaded.

“Cabal,” Lionheart said calmly. “I gave them my word. Besides, there’s really nothing they can do now, is there?”

“I suppose not...”

“Good boy!” the king said proudly. Turning back to Pinkie Pie, he said, “I’m not sure exactly, Lord Eclipse is very cautious about these things. Everypony who goes there is flown in blindfolded by hoof-chosen pegasi. I do not know the area very well. Not as well as Sharktooth, anyway. Isn’t that right?” The smaller of the two ponies in the shadows released a maniacal chuckle.

Lionheart began to walk away, but stopped for one last thing. “By the way,” he said. “Meet your new guards, Thunder and Sharktooth.” The two shadowed ponies stepped forward, Twilight recognized them almost instantly; they were the stallions who she’d passed on her way to the guest rooms at the castle! She’d recognize that slime green coat and the stench of carrion anywhere!

The smaller stallion grinned evilly, his jagged teeth shining in the little light that came from the torch on the wall. A fresh wave of rotten air washed over Twilight, making her nauseous.

“Ew!” Rarity cried upon seeing him. “What is wrong with him?”

Lionheart smiled. “Sharktooth here is from Lamos. Laestrygonians are carnivores, but him? He was exiled for cannibalism. Good thing too, he’s a valuable asset. You fillies better be nice, or he just might eat you before the morning comes.”

There were twin thumps as both Rarity and Fluttershy fainted onto the ground. Sharktooth simply chuckled darkly.

“Don’t worry,” Lionheart gruffed, his voice coated in malice. He gestured to the large black pegasus. “Thunder here’s got good control over him. Ex-Wonderbolt, aren’t you, Thunder? Specialized in heavy weaponry?”

Thunder gave the king a silent nod. “I didn’t know we were killing children.” He growled. Thunder’s voice was deep, a rolling wave that reminded Twilight more of... well thunder than vocals.

Lionheart did a double take. “What?” he rumbled. “These ponies are not children! They are the only thing that stand in our way! They must be eliminated.”

“They are young enough,” Thunder replied. “I do not kill children.”

“You are not the one killing them,” Lionheart said rebukingly. “But you bloody will if I tell you to! You were hired to do a job, so do it!”

The indignant snort that boomed out of Thunder’s nostrils made everypony flinch, including Twilight, whom it hadn’t even been directed to! Twilight thought that the pegasus was going to retaliate somehow, maybe even attack Lionheart, but perhaps that was just wishful thinking on her part, because nothing more came from him.

Lionheart let out a soft chuckle before finally walking off. “You ponies have a good evening. I’ll be sure to get up bright and early for tomorrow!” With that he and Cabal left, leaving Twilight and her friends with the scariest ponies they had ever met.

Another drop of water fell upon Twilight’s nose. She shuddered and shook her head, trying to rid herself of the sudden dampness. The floor faired no better, cold, hard, and about as dry as a mud puddle after a fresh rainstorm. What a way to spend your last hours, Twilight! she thought dejectedly.

She looked back up at the sleeping pegasus on the cot and contemplated waking her, it was only fair that Rainbow knew about their impending doom. Yet as much as she wanted to, something stopped her. It wasn’t that she didn’t want the warm company of somepony friendly during her last few hours, just that she couldn’t bear the thought of taking Rainbow from her dreams and placing her in this dreary, dank cell with her, where the only thing to look forward to was death- and that was assuming she actually could wake Rainbow up!

Sitting in the center of the cul-de-sac was Thunder. The huge pony had been sitting there, as still as a statue- and just as silent- for the better part of the evening. Beside him- sprawled out on the ground and napping- lay Sharktooth. The stallions hadn’t said anything since Lionheart and Cabal had left, and Twilight suspected they wouldn’t say very much until their masters returned for tomorrow morning’s big event.

“Don’t you worry Rarity...” Twilight heard Applejack from across the hall. “Ah’m sure we’re gonna be jus’ fine.”

Twilight felt her heart go out to the other unicorn. The poor mare had been sobbing in silence ever since she’d woken up. She was currently lying in the corner of her cell, her head resting on Applejack’s forelegs as the farmer stroked her mane in an effort to comfort her.

A similar situation was playing out between Pinkie Pie and Fluttershy, who was attempting to hide her tears behind her mane. They too were huddled up in the corner, albeit in a less... cuddly way. Twilight didn’t blame them. Again, she pondered waking up Rainbow, having somepony that close to her at a time like this seemed like a relaxing idea.

Once again, Twilight cursed Lionheart’s name.

The drops seemed to be getting more constant now, the pitter-patter of them hitting the floor filled the chamber with echoes. Twilight breathed a sigh of relief that none of the water appeared to be falling into the cells any faster. Come to think of it, she couldn’t even see where the drops were going; they were simply sounds in the darkness.

A door slammed somewhere in the darkness, jolting Sharktooth out of his sleep. Heavy hoofsteps raced towards them at a frantic pace. In the darkness, the silhouette of a guard approached. The pony hurried his way down the hall and stopped just before reaching the torchlight.

“Quickly, both of you!” he said frantically. “We need all hooves on deck! We’re being attacked!” The guard’s voice was gruff and low. Twilight swore there was something familiar about it, but she wasn’t quite sure.

Twilight watched as Sharktooth looked up at Thunder, obviously looking for some kind of decision to be made. Thunder shook his head. “No,” he said. “We stay here.”

“Dammit!” the guard cried, stamping the ground. “The Chief told me to get your sorry flanks upstairs if it’s the last thing I do, so come on!”

“No,” Thunder repeated. “Assault or no, we stay here.”

The guard growled in frustration and charged forward. Almost faster than Twilight believed possible, he covered the floor between himself and the other stallions. Twilight caught a flash of matted gray fur before her vision was blocked by a flying Sharktooth; the guard had bucked him into the bars of the cell.

“Hey!” Thunder’s eye’s lit afire. Drawing his scimitar, he shouted, “What do you think you’re doing?” He tried to swipe at his attacker, but his draw had cost him precious time, allowing the shadowed assailant to hoof it out of his jaw and buck him in the nose. Thunder reeled back a few steps, regaining his balance.

A feral roar filled the chamber, causing Twilight to look back over to Sharktooth, who was leaping through the air, his teeth bared like miniature daggers. With only seconds to spare, the guard dived out of the way and Sharktooth chomped down on the iron bars of Applejack and Rarity’s cell.

There was a sickening crunch and a scream Twilight was sure belonged to Rarity as teeth met metal, but as the laestrygonian pony stood back up, he spit a few chunks of something out onto the floor. Twilight assumed that they were a few of his teeth, flattened and broken by impact and the hardness of the bars.

With the few seconds he’d gotten himself, the guard sped off into the darkness, presumably to return upstairs and assist with the attack. One thing was for sure, Twilight thought as Thunder and Sharktooth tore after him in hot pursuit, he’d definitely done his job in getting them to follow him.

Once they were gone, an uncomfortable silence filled the chamber again. Quiet, fearful sobs echoed from the cell where Fluttershy and Pinkie Pie were currently housed. Twilight could only imagine how a display so flagrantly violent must have affected the meek and timid pony.

Applejack was now standing by the edge of her cell, examining the bars. Curious, Twilight moved to the edge of her own cell to speak to her.

“What’s so interesting?”

Applejack didn’t respond. The earth pony just stood there, mesmerized by whatever had caught her eye. After a few moments, she raised a shaky hoof and pointed to the location of her interest.

At first Twilight didn’t see anything, just the bars of the cell, but after a few seconds of close examination, she gasped in horror. That can’t be right! she panicked. Nopony can do that... it’s impossible!

There was a small gap, about as wide as a pony’s mouth, where the cross-section of two bars used to be, in the exact same location Sharktooth had bitten down on. Twilight followed her memory a few inches to the right, and confirmed her fears. The objects that Sharktooth had spit out had not been teeth at all, but chewed up pieces of the iron bars.

If... If he can bite clean through solid iron just like that... Twilight shuttered. What else can he do?

Twilight was imagining all of the horrible things that the green stallion had done with his teeth when her thoughts were interrupted by a heavy grating sound. She looked down the hall to where the noise was coming from. She saw a new silhouette, one that didn’t make any sense at all; it appeared that one of the drainage grates was trying to flip itself over.

“Ow! You’re stepping on my wing, Rose!” the voice of a young colt sounded.

“Well, maybe you shouldn’t have put it there Steel!” a filly retorted. “Get me higher, I’m almost up.”

There was a heavy grunt, and the grate tipped over with a small crash. A small pony crawled out from the newly created hole in the floor, making a valiant effort to pull itself up with its tiny muscles.

By this point Twilight and all of her friends, aside from Rainbow Dash, were all standing at the bars, watching the spectacle play out. Twilight wondered if all of Equestria had gone crazy while she was living in Ponyville or something, because Celestia and Luna getting kidnapped was ridiculous enough without history-stricken evil dictators trying to take over Equestria and tiny ponies crawling out of the sewers!

When the little pony had managed to pull itself up through the hole completely, it turned around and looked back down through.

“Okay, Steel,” the voice confirmed the ponies identity as the filly. “I’m up!”

“Are they up there?” the colt’s voice returned.

The filly looked around the chamber, her eyes eventually settled on Twilight and her friends. Turning back around the face the hole, she again began speaking the colt below.

“Yeah, they’re up here.” she confirmed. “Where are the keys?”

“Ivy’s got ‘em,” the colt said. “Hang on.”

Hoofsteps emanated from below; they sounded a lot like the drops of water from the ceiling Twilight realized, remembering the sudden increase in dripping noises. Just how long were those foals down there? And why?

The hoofsteps returned a few moments later, and a few shiny objects were tossed up to the filly, who caught them in her mouth. Grunting in satisfaction, she quickly made her way down the hall to the six prisoners.

Twilight wondered what the filly could possibly be doing here, until she noticed that the young pony did indeed have a set of keys dangling from her teeth. Is... is she going to do what I think she’s going to do? Twilight thought with a mixture of hope and desperation. She didn’t dare breath as it occurred to her, as though the very thought of it could make the filly disappear.

The filly approached the bars of the cell nearest her, which happened to be Applejack and Rarity’s. Placing a hoof over her lips, the filly gestured for everypony to be quiet as she adjusted the keys in her mouth. She reared up on her hind legs and stretched her neck out, attempting to reach the lock, but came up just short and was forced to drop down.

For one terrifying moment, Twilight thought that despite the courageous effort, the filly’s efforts would be in vain and she would leave them locked up. But the young pony was determined to see her mission through, and on the fourth try, the key slid into the lock. Twilight felt like cheering as she watched the filly open the door and motion for Applejack and Rarity to come out.

The filly sat down, breathing heavily from exertion. Despite the low lighting, Twilight could make out a proud grin on her face as Applejack ruffled her mane in appreciation.

Applejack pulled the keys out of the lock on the cell door and went around the room, freeing the remainder of her friends from their confines. Twilight sighed with relief as she stepped out of her cell and felt her magic return to her, thanking Celestia that the wards placed on cells were only effective on the interior, as she’d felt useless without her powers. The sudden burst of vitality instantly cleared away any inkling of tiredness she’d felt in her cell.

When Fluttershy and Pinkie Pie were out of their cell, they joined Applejack in the office and retrieved their equipment. A bright smile decorated Applejack’s face as she placed her Stetson back upon her head. Perhaps Applejack had been feeling something similar to Twilight’s pain? That hat seemed to be a quintessential piece of the farmer’s personality, like Twilight’s magic. It pleased the unicorn to know that, despite appearances, her friends were not so different from each other after all. Now realizing just how self-pitying she’d been acting earlier, she rolled her eyes at her own naiveté. Everypony had things they couldn’t stand to lose. She’d have to write about that to the Princess... With a pang, she suddenly remembered that she couldn’t.

Twilight looked back into her own cell, specifically, at one cyan mare on the inside. “What about Rainbow Dash?” she asked. There was no way the pegasus could follow them if she was still unconscious.

“Ah’ve got ‘er,” Applejack whispered. The farmer pony stepped into the cell and sidled furtively up to the sleeping pony. Careful not to drop her, Applejack hoisted Rainbow onto her shoulders, adjusting her position for ease of walking. Though Rainbow was but limp, dead weight, she wouldn’t fall off should Applejack be forced to move quickly.

With that taken care of, Twilight peered back down the hall and saw the filly standing over the removed grate. The young pony beckoned them forth with a hoof before disappearing down the hole.

Twilight wasn’t sure what to do. On one hoof, the filly had helped them out, releasing her and her friends. On the other, Twilight knew nothing about her. What if following her led to nothing better than their current situation? It was then that the scholler felt like slapping herself, she was letting herself get paranoid; what could possibly be worse than being executed for crimes she didn’t commit, at the hooves of the pony who did?

Peering down the hole, Twilight judged that, with some wriggling, she should be able to fit through. The only problem was she didn’t know how far a drop it was. The idea of falling ten feet only to smash her face against wet concrete was unappealing to say the least.

An incredibly dim light shone from somewhere beyond the edge of the edge of the grate. In the near total darkness, the filly’s silhouette, some eight feet down beckoned to them. This apparently, was enough for Pinkie Pie, who shrugged and jumped straight in as if cannonballing into a pool, releasing a mighty “Geronimo!”

Looking around, Twilight realized that her own entrance was the next logical choice. Fluttershy was still quivering with fear, Rarity looked like she was about to be sick and there was no way Applejack was going to make it through unless somepony was below to catch Rainbow.

With only slight hesitation, Twilight lowered her rear-legs through the hole and prepared for a drop. It was strange, humbling really, lowering her hooves down as far as she could and knowing full well she wouldn’t make contact with anything. One deep breath later, she released her grip on the floor.

Falling. All Twilight knew was terror as gravity took over and pulled her mercilessly through the air. She was encased in darkness, though there was a dim light here and there, she couldn’t make out anything beyond the steady blackness that surrounded her. Twilight resisted the urge to scream as fear took over her, dominating her brain and sending every molecule of her being into panic-mode. Then, suddenly, it was over.

Twilight hit the cold, hard ground and stumbled back, fighting to regain her balance. A strong set of legs braced her as she nearly tumbled over head-first. “Gotcha, Twilight!” a voice chirped happily.

The lavender unicorn shook her head and planted her hooves back down firmly. Satisfied with her hoofing, Twilight looked behind herself to the owner of her helping hoof. “Thank you, Pinkie.”

“You’re welcome!” the pink pony cheered.

“Shh!” a new voice came, silencing the two mares. A small pony made his way to them. Through the poor light, Twilight could just barely make out the long black mane and silvery fur. The young colt may have been small, but he was stockily built; even his wings, though not fully developed, looked very strong for a colt of his age.

“We have to stay quiet!” he whispered. Twilight was surprised by the authority in his tone; it wasn’t false, she could tell. This colt had earned his place, and he wasn’t above giving orders. “Papa may have gotten them to follow him, but they could come back any time. We can’t risk anypony hearing us!”

Twilight had no doubt that the “they” was Thunder and Sharktooth, and she couldn’t agree more. If those two stallions returned before they were gone, Twilight had no doubt that they would kill her and her friends without even waiting for morning to come.

“Next!” the colt called up in a half-whisper.

Above them, the silhouette of a unicorn peered down into the entrance. “Is it... dirty down there?” Rarity asked cautiously.

“It’s the Hoofington Prison sewer system!” the colt replied sarcastically. “Flowers and sunshine as far as the eye can see!”

“How rude!” the mare huffed. “Fine, I’m coming down.”

Slowly, even slower than Twilight, Rarity lowered herself down through the hole, her rear legs scrambling for some sort of support the whole way. After a moment of hanging by her fore-hooves, Rarity dropped to the ground with a soft clop.

Twilight heard a sniffing sound come from Rarity as soon as she landed. “Oh, my!” she cried in disgust. “What a horrid smell! Oh, it will take weeks to wash this filthy stench from my fur!”

Twilight fought the urge to remind the other unicorn that there were more pressing matters to attend to than coat maintenance and instead looked back up through the grate. Fluttershy was now peering in hesitantly.

“C’mon Fluttershy!” Pinkie cheered, bouncing in place. “You can do it!”

“A-Are you s-sure it’s safe?” The yellow pegasus stuttered. “It l-looks awfully d-dark and s-scary d-down there...”

“It is a little scary,” Pinkie confirmed. “But now’s not the time to be afraid, Fluttershy; we have to be brave now!” Taking a deep breath, she broke into song. “Sometime our lives can get real spooky; they can so very ooky, but you’ve gotta remember Fluttershy, that-” The rest of her words were muffled as Twilight quickly placed a hoof over her mouth.

“Inane as she is, Pinkie Pie does have a point darling,” said Rarity. “We must evacuate these premises quickly!”

There was an audible gulp, followed by a “Fer cryin’ out loud!” before a stunned pegasus dropped like a rock through the entrance. There were no screams, no cries or loud noises, but when Fluttershy stood back up, Twilight noticed the streams of tears that decorated her face. The pegasus desperately reached out to Twilight and wrapped her forelegs around her tightly, burying her face deep in the unicorn’s neck.

“Shy?” the remaining voice above them whispered lowly. “Shy? Y’all okay?”

“I’m sure she’ll be fine,” Twilight responded as said pony quivered against her. “She’s just a little shocked.”

“Aw, shoot!” Applejack sighed. “Ah’m sorry, Shy. Ah jus’ thought that it’d be easier fer yeh if’n we got it over with quickly...”

“Don’t worry about it right now!” said Twilight. “Just send Rainbow down so we can all get out of here!”

Applejack’s response only came back after a few moments of silence “Right,” she said. “Ah’m sendin’ her down, don’ drop her!”

There were some rustling noises from above and the entrance disappeared, covered completely with the limp form of their unconscious friend. Pinkie Pie reared up in anticipation, her forelegs spread wide open. A second later, the hole reappeared and Rainbow was falling down to them.

The falling mare landed safely in Pinkie’s waiting forelegs, however, Pinkie Pie was obviously not balanced- or coordinated- enough to maintain her stance, and fell onto her back with Rainbow on top of her. For one terrifying minute, Twilight was afraid that Pinkie too, had been rendered unconscious. With a groan, one of Pinkie’s hooves raised itself into the air and waved at them; “I’m okay...” the earth pony moaned, though her voice sounded strained.

“Ah’m comin’!”

The final silhouette dropped down and landed next to Twilight with ease. Adjusting her hat, Applejack looked around the area. Realizing that she had not yet done so either, Twilight followed suit.

They were in the center of a long, narrow tunnel that seemed to bore straight through the ground beneath the prison. The group stood right in the middle of all the dreck and filth that populated sewers as it flowed down the path. The walls were cracked and broken, made of a dark brick that didn’t assist at all with the lighting conditions. Farther up the tunnel, around a bend, a faint glow emanated; from what, Twilight couldn’t tell.

“How are we gonna put the grate back, Steel?” The filly asked.

The colt looked up at the hole in the ceiling for a moment. “Leave it,” he said, finally. “We’ve already wasted enough time.”

Without waiting for a response, the colt, Steel, Twilight assumed, began making his way towards the light.

Twilight looked down at the filly, who was wearing a look of disappointment on her face. “Don’t be mad at him,” she said to Twilight. “Steel’s usually really nice, but Papa put him in charge, and he really wants to make him happy.”

Closer in proximity, Twilight could now make out the deep magenta of the filly’s fur and the dark red of her mane. Her young eyes shone the reflection of the glow from the bend and, for a moment, Twilight was reminded of Apple Bloom.

“Nopony’s mad at anypony,” Applejack grunted, heaving Rainbow back onto her shoulders. “We’re mighty happy y’all came along when yeh did! Say, what’s yer name anyway?”

The filly’s face brightened as she spoke. “I’m Rose,” she said happily. “That was my older brother Steel. My little sister Ivy’s just around that corner over there, Steel didn’t want her getting too close to the guards.”

“What exactly are three little ones like you doing in a place like this?” asked Rarity.

“Papa said you needed help,” Rose replied, as if it were as simple as that. “He gave us those keys and told us where to go; It was really easy- but kinda scary...”

“Rose,” said Twilight, her face directed straight at the little earth pony. “Who exactly is your father?”

“Hey!” Steel’s sharp whisper echoed from the corner. “We have to get moving!”

Rose glanced at Twilight, then back at the corner. “Coming, Steel!” she answered. Turning back to Twilight she then said, “We can talk once we get out of here. Come on!” Twilight followed the filly towards the light, understanding that there were certainly circumstances that took precedence over her question.

The tunnels were low, and Twilight found herself ducking her head at every support arch on the way, it didn’t help that they were traveling downhill, either. Grunts from behind told her that Applejack must have been having a difficult time squeezing under the low hanging spans with Rainbow on her back, but no complaints were heard from the stoic farmer.

The hall beyond the corner revealed an entirely new scene to Twilight. The pathway was now fully lit, allowing the molding, rotting bricks to be seen in full. Twilight followed the light to its source and found a little yellow unicorn filly holding a torch as long as she was in her mouth. She stood next to Steel, waiting patiently for them. “Hi!” she cheered as they came into view, waving a hoof excitedly.

Steel nodded as they neared and gave the young filly a directional nudge. Getting the hint, Ivy happily set forth down the hallway, lighting the path with her torch. Nodding his head towards her, Steel then followed with the rest of the group in tow.

No more talking was done as the ponies made their way down the cramped path. The only sounds to be heard were hoofsteps and the occasional grunt from Applejack as she carried Rainbow. Twilight was surprised to find Rarity so comfortable with the situation, there weren’t many things more sickening than walking through a prison sewer system, but the fashionista simply plodded along behind her.

Ivy led the group through a long series of interconnecting tunnels, always heading downhill. Twilight wanted to ask how such a small filly knew exactly which way to go at every turn, but thought better of asking; breaking the silence seemed like a very bad idea to her.

The deeper into the Earth they got, Twilight noticed, the darker the bricks were. Twilight assumed this was because of the large amounts of water and... contaminants that flowed through the place constantly. Suppressing a shiver of disgust, the unicorn forced herself to ignore the grossness of their situation and instead focused on the task at hoof.

The air was humid and thick with the smells of raw sewage and mold. Water dripped from the cracks in the masonry blocks above, landing on Twilight and dampening the few bits of her coat that weren’t already soaked. Taking a deep breath, Twilight silently thanked Celestia that it was only August; she didn’t want to consider getting back outside this wet in the winter time.

Twilight wondered who could possibly be attacking the Hoofington Prison. Perhaps Ponyville was launching a rescue effort? No, she crossed that option off of her list. It would take days for them to find anything out, and days more before they would even get here.

Maybe Cutlass had survived the explosion after all. Twilight felt a pang of guilt over not searching for his remains. Just because nopony had ever been known to live through a raw magic explosion didn’t mean Cutlass was dead for sure, the pegasus was certainly stubborn enough to survive. But the guard had said that the prison was under attack, that the Chief had called for all hooves on deck, including their captors. Surely that disproved her Cutlass theory, no one pony could ever hope to assault Hoofington single-hoofedly, it would be suicide. Especially if they were in any state that Cutlass would be in after getting caught in an explosion and having mine tunnels collapse on top of him. Twilight didn’t know what to think, but she knew the answers would come soon enough, so she trudged on through the sewer.

The tunnel seemed to stretch on forever, leading them this way and that, with no real order. Finally, after what felt like ages, Twilight could make out a faint light in the distance. That must be the sewer dump, Twilight guessed, though the thought didn’t really please her. If that was their exit, it would mean jumping into a mess of water contaminated with sewage.

Suddenly, Steel cursed an sprinted up to the light. “NO!” he cried, slamming a hoof on the bars that criss-crossed over the end of the tunnel. “They blocked it off!”

Twilight approached the exit and looked observed the blockage, wondering if she could perhaps take it down magically. The bars appeared to be made of iron, at least a hoof thick. They spanned the entire length from the floor to the ceiling, and from wall to wall, leaving barely enough light to see Hoofington Bay on the other side.

Upon noticing the scene beyond, Twilight gasped. The sun was getting ready to set, it’s glow reflecting off the water and turning the sea into red and orange glass, interrupted only by soft waves as the tide rolled in. This, however, was not what had caught Twilight’s eye.

In the distance, far on the other side of the city, stood Castle Hoofington. Twilight imagined Lionheart inside, plotting evil, sitting on Celestia’s throne and eating the royal food. The very thought of such a cruel traitor enjoying anything boiled Twilight’s blood.

Steel pulled himself off the bars and dropped back down to his hooves. “I guess Papa didn’t know...” he mumbled lowly. He stayed quiet for a moment, thinking the situation over.

“What now, Steel?” Rose asked.

The colt’s confidence seemed to falter for a second; his eyes widened and his lips pulled back, forming a small grimace. “Uh... let’s go back the way we came.”

“Back to those awful cells?” Rarity questioned, a slight whine hidden behind her tone.

“No.” Steel replied, his bravado returning to him. “Back to where we came in.” Ivy nodded and began walking, her head held high as she proudly carried out her job as torch-carrier.

“Uh, where exactly did y’all come in, sugarcube?” Applejack asked Rose.

“There’s a maintenance entrance by the main gate of the prison,” the filly answered, resuming her pace alongside the bigger earth pony. “Papa pulled it up for us so we could get inside.”

“The main entrance?” Twilight asked skeptically. “Won’t that be swarming with guards?”

“You got a better plan?” Steel countered from the front.

Twilight was taken aback by his brashness; the attitude reminded her very much or a certain cyan pegasus. It was, however, less endearing coming from the young colt. Twilight remembered Cutlass and wondered if the temperament was genetic to pegasi. Even Fluttershy, the most timid and humble pegasus pony that Twilight had ever met seemed to have a bit of an audacious streak; the incident with Iron Will had rid everypony’s doubts of that.

The group followed Ivy back through the tunnels, now constantly traveling uphill. Twilight had thought that walking through a sewer had been bad enough before, but now she was fighting its flow. The smells seemed to be magnified, so much so that Twilight had attempted breathing through her mouth, something she quickly regretted as splattered drops of sewer water landed inside, giving her a taste of a few things she could had died never tasting. Fighting the urge to retch, Twilight promptly closed her mouth and resumed breathing through her nose. The smells of the sewer were bad, but she’d take them any day over the taste of its water.

Ivy continued down the tunnel systems, she sounded content enough where she was; Twilight swore she could hear the filly humming to herself. They followed her back up the twisting maze of pipes, leading them through a different route. Above them Twilight could hear rampant hoofsteps and screaming coming from the floor above the system, and she knew that they had reached ground-level and were walking beneath the floor of the prison.

“He’s only one stallion!” somepony cried from above. “Take him down already!”

Twilight heard Steel release a small chortle from ahead. “They have no idea what they’re getting into with Papa...” he mumbled. Apparently, this was humorous to the foals, as each of his sisters joined him in hushed laughter.

“I don’t understand,” said Twilight. “One stallion? I thought that the prison was under attack...”

“We had to get those guards out of there somehow,” Steel answered “We couldn’t just walk in there and unlock your cells with them sitting right there. Besides, I’m more worried for the guards than for Papa.”

“Papa’s the best!” Rose said proudly. “He can do anything!”

“Mm-hm!” the torch-bearing filly seconded, her words limited to grunts.

“Ah certainly hope so,” Twilight heard Applejack mutter from the back. “Otherwise we’re all dead.”

With that wonderful thought, the group continued down the tunnel. They rounded bend after bend after bend; and the farther up they got, the more commotion they heard. Finally, the endless maze ended at a dead end. Ivy stopped walking and sat down directly under a column of light.

The light came from the fading sun, its light shining in through the sewer grate above them. Beside the hatch, a set of ladder rungs made their way up the wall. This was the only ladder that Twilight had seen in the entire sewer system, so she had no doubt they’d arrived at their exit point.

“Prisoners have escaped through the sewers before,” Steel whispered. “So the Chief ordered the prison’s sewer system to be rebuilt, independent of the rest of the city’s. Once, we get up, we’re going to have to run straight for the gate and hope it’s open, otherwise we’re going to have to figure out a way to get over it.”

Thunderous hoofsteps beat the ground above, but they sounded distant. Whatever was going on was probably still contained in the prison, but Twilight was sure it would leak out soon enough. The sooner they were all out of here, the better.

Steel made straight for the ladder. Giving his followers a nonchalant glance before setting a hoof on the bottom rung, he said; “Wait here, I’m gonna make sure it’s safe up there.”

“Like heck you are!” Applejack snorted, pushing the colt away from the ladder. Steel flapped his youthful wings and snorted in protest. “Look,” she continued, ignoring the gray colt’s glare. “We’ve let’cha lead us around ‘cause y’all know these parts, but Ah’m not lettin’ yeh put yerself in danger! Ah’ll go.”

“You can’t, Applejack,” Rarity interrupted. “Nopony else is strong enough to pull Rainbow Dash up. I will go.”

The earth pony began to remonstrate the white mare’s words, but the her growls fell on deaf ears. They watched Rarity climb the ladder, her mouth gripping the handle of her rapier. With a grunt of exertion, Rarity pushed the grill off the hole and peeked out. After a few moments, she climbed out through the hole and whispered the all clear.

Fluttershy was the next up, flying so fast through the hole Twilight swore that, for a moment, she could give Rainbow Dash a run for her money. Pinkie Pie soon followed, merrily bouncing up the rungs as if she’d done it every day of her life

As soon as Pinkie’s tail disappeared, Applejack turned to the smaller ponies. “Y’all head on up now,” she said, motioning her head toward the ladder. “ Steel gave the older mare a cold look, then gruffly ascended the ladder, followed by Rose. Ivy carefully placed her torch on the ground, then bounded up the ladder cheerfully.

Twilight picked up the torch with her magic, holding it in place while Applejack gently removed Rainbow from her back and set her on the floor. With skill Twilight had always been a bit envious of, the farmer quickly tied her rope around the pegasus’s midsection and her own. Ensuring the knots were tight, Applejack prepared to climb the ladder.

“Yer gonna halfta help me, Sugarcube,” she said to Twilight. “Ah can’t pull her dead weight and mahself outta here.”

Twilight nodded, and placed her hooves around Rainbow’s shoulders. The first thing Twilight noticed was how calm the pegasus was, or, in contrast, how frazzled she was. Rainbow’s breaths were soft and steady, her pulse slow and deliberate; surely the opposite of Twilight, who was stressed beyond belief.

The rope around Rainbow tightened, causing her to rise slightly off the ground. Twilight looked up and acknowledged that Applejack was beginning her ascent. Slowly but surely, with Twilight pushing as hard as she could against Rainbow, the three mares made their way up the ladder. At one point Twilight’s hoof had slipped off a rung and she nearly dragged Rainbow- and by extension, Applejack- with her to the ground, only Applejack’s quick-thinking and incredible strength had saved them.

“Please, don’t do that again,” Applejack said, spitting. “Ah don’t much like the taste o’ sewer ladders.”

“Sorry...”

After a few more grunts and groans, they finally breached the exit and crawled out of the sewer. Twilight fought the urge to drop Rainbow and fall to the ground in a heap- they were far from out of the woods. Now they had to break out of the prison compound, and then Hoofington itself, the military capitol of Equestria. Thinking of what lay ahead made Twilight’s stomach churn, so she turned her mind back onto the now.

Rainbow tossed and turned in Twilight’s grasp, struggling to break free. Thinking that her cyan friend had regain consciousness, Twilight happily obliged and released her, only to find that the pegasus’s movements had only been caused by Applejack’s tugging on her. The farmer pony casually lifted Rainbow Dash up and set her back on her shoulders like a sack of flour.

“Right,” she said. “Let’s git on outta here!”

The thundering footsteps seemed to be even louder aboveground than they were in the sewers, or they were drawing closer. Shouts and howls echoed from the prison’s interior, launching curses and oaths of evil into the darkening sky. They poured out from the windows and bounced off of the high walls around the prison, surrounding the group with angry echoes.

“There!” Steel exclaimed, pointing a fore-hoof at a portion of the wall. It was a large wooden gate, criss-crossing boards made their way down the gap in the wall, ending in points. “That’s the gate!”

“How are we going to get it open though?” Rarity wondered hurriedly.

The ponies began exchanging ideas about how the problem could be solved, meanwhile, the shouts and hoofbeats grew ever closer.

“Maybe we could fly over it?” Steel suggested.

“How?” Applejack countered. “There’re only three pegasi here; You, Rainbow and Fluttershy. Yer too little, Fluttershy kin barely carry a rabbit an’ Rainbow’s out cold!”

“Ooh! What if we get a giant rubber ball, and bounce over it?” Pinkie suggested. “Then we could bounce all the way out of the city and those guards would be all like ‘Oh no! We can’t bounce like they can, we’ll never catch them!’”

For a moment, the only sounds to be heard were those of the ever closing in hoofbeats and shouts, then; “Ah don’t think so, Pinks. Sorry...”

Twilight frowned, if they didn’t get out of the compound soon, those shouts, and the guards they belonged to, would be all over them. While the other ponies debated their method of extraction, Twilight made her way to the gate. When she got close enough, she knocked it with her hoof hard enough to hear a dull thump. It was made of a very sturdy wood, oak perhaps, but definitely not like the iron bars of the grate they’d encountered in the sewer.

It happened all at once, as Twilight took a few steps back, her friends noticed her activities. Just as Twilight’s horn began to glow, Rarity tossed out a “Darling? What are you doing?” before two deafening cracks rocked their world; the door of the prison exploded open and a gray pegasus charged through with and a hundred hollering guards in hot pursuit- and the gate of the prison simply exploded, turning the once sturdy logs of oak into tiny splinters.

“Run!” Twilight cried over the cacophony, and that they did.

Today, probably due to her head start, Twilight led the pack through the streets of Hoofington. They charged through the still busy avenues, much to the misfortune of many pedestrians, who yelped and cursed until they saw what followed them. Twilight didn’t dare slow down, if she did, she feared the sea of guards would overtake her and she’d be taken back to prison- or worse...

A few of the patrol guards joined the chase upon witnessing the escaping prisoners, roaring for them to stop as they sprinted passed. Twilight led her friends through every turn and bend she could find, weaving between merchant stands and building walls. She shrieked in surprise as a dagger flew passed her head and embedded itself in the wooden frame of a carpet salespony’s stall.

“Twi!” Applejack shouted from behind. “Yeh have to lead ‘em through the alleys! Narrow ‘em down!”

Applejack didn’t need to explain more. An alley would act as the perfect funnel; only so many fully armored guardsponies could fit through at once. Following Applejack’s directive, Twilight took the next right and dove straight into an alleyway.

Instantly, she was surrounded by darkness. The alley smelled of mold and trash, but that didn’t detract from its usability as an escape route. High above, the silhouette of a guard stallion flew in the sky. He looked familiar, Twilight realized, he was the guard who fought Thunder and Sharktooth. A glance behind her confirmer her theory; A large black pegasus soared through the air, chasing after the other flyer. On the ground, a raging green stallion was leaping over ponies and gnashing his teeth at anything that got too close.

Twilight decided that getting caught by Sharktooth was definitely not something she’d want, a feeling that was strengthened when he barreled over two construction ponies and bit clean through the iron beam they were carrying to get into the alleyway. Gulping, Twilight raced on, Come on legs, she pleaded. Don’t fail me now!

A darker route to her left provided Twilight with another opportunity to funnel her pursuers down. The new alley was much narrower and almost pitch black. After running through the sewers, though, it might as well have been lit by Celestia’s Sun. She jumped over a fallen trash can and weaved around a dumpster, close-by hoofsteps ensured her that her friends were still following.

A door opened at the end of the alley and a unicorn in an apron started to exit, only to shriek and dive to the side when she noticed the crowd charging toward her. Twilight bowled through the door and took the first corner she came to, the smells of cooking food filled her nostrils. Twilight crashed through another door and paid no heed to the chefs on the other side as they screamed in horror at the intrusion.

“Ahh!”

“Oh my!”

“Out! Out!”

Something clattered against the floor and soon it was covered in scalding hot broth. The heat of the liquid stung Twilight’s hooves, but she knew she had to keep moving. Ducking under the hoof of an angry cook, Twilight escaped the kitchen through the server’s door and bulldozed through the dining area, knocking over waiters and spilling food everywhere.

Twilight leapt through the exit and once more found herself on the city streets; but now she knew where she was- only a few streets away from the Carrot Garden restaurant where Rarity had won her bits. Only a few dozen blocks from the city gate; She didn’t know how they’d get through it, but she’d cross that bridge when she came to it.

“This way!” she yelled, glancing behind her. Her friends still followed at her pasterns, but it seemed like the detour through the restaurant had narrowed their pursuers down to just a mouth-full of guards and Sharktooth. The two pegasi still danced about in the sky, bobbing and weaving through the breeze. Suddenly, the lead pegasus dropped and dove for them.

Twilight fought the urge to shriek, and desperately tried to sprint faster, but it was no use; the matted gray guardstallion landed beside her and kept pace. “What are you doing?” he exclaimed angrily. “Why are you not in the bay?”

Twilight didn’t know how to respond, this was obviously the “Papa” that the foals had been bragging about, but her words seemed to fail her. “What?” she tossed out, taking a sharp turn around an apartment building.

Papa growled roughly. Twilight still couldn’t shake the feeling that something about him seemed familiar, mostly his voice, which she swore she’d heard before. “Never mind,” he responded. “It doesn’t matter now! Do you have a plan?”

“I thought you had a plan!” Twilight cried.

“What? Oh, great!” he roared. “Whatever, we’ll wing it!”

They powered passed the Carrot Garden, the patrons diving to the sides to make room for the stampede coming their way. A loud thump from behind told Twilight that Thunder had decided to continue his pursuit on hoof. She could only imagine the huge stallion charging behind them.

A guard jumped from the sidewalk, intent on attacking them. Before he even neared Twilight though, the gray pegasus launched him back into a wall with a wing. The guard crashed through a merchant stand and lay amidst the rubble, suffering the tirade of another angry merchant. “My cabbages!” the salespony roared. “That’s two days in a row!”

Ahead of them, a compliment of guards seemed to have come to their senses and managed to form a barricade out of the merchant stalls and a dozen spears. They gripped their weapons, jaws set firmly on the shafts, and dared them to come forward.

“Take the right!” Papa exclaimed, grabbing Twilight by the neck and hauling her into the next street. Twilight quickly regained her balance and continued running. Her legs were growing tired, her lungs felt like they were on fire, her heart was thundering in her chest, but she knew she had to keep going, so she willed herself on.

They were now passed the merchant streets of Hoofington and running through the barracks quarter. The ponies here were larger, most likely off-duty guards and garrisoned troops; either way, they didn’t seem content with running away from them. They swarmed Twilight and her friends, roaring and cursing, swinging hooves and throwing objects at them. One stallion managed to grab ahold of Twilight by her mane, but a quick blast of magic got rid of him in a snap.

“Take the right!” Twilight scoffed, dodging a rogue flower pot. “Next time, I chose which way we go!”

“It’s not like we had much choice in the matter!” Papa retorted. “Would you rather have been shish-kebabbed?”

As much as the unicorn detested the idea of being a Twilight Sparkle on a stick, she couldn’t acknowledge Papa’s point- not without making it seem as though she was wrong. Instead, she simply ducked under a mace and raced on.

“AHH!” a high-pitched scream from behind forced Twilight to spin around. Rose had been caught by a large brown stallion and was being held down against the ground. The little filly was trying her best to struggle out of his grasp, but the bigger pony had her down tight.

“Rose!” Papa roared, immediately spinning around and charging back to help the fuchsia filly.

One pony tried to stop him from reaching her, but was knocked back into the swarm of other guards, spilling many of them over like bowling pins. Papa charged on through the chaos, ramming ponies over and knocking them aside, sometimes giving them full-on bucks.

Suddenly, Twilight couldn’t see anymore, a great pressure forced her off her hooves and onto her side. A mare in silver armor stood tall over her, brandishing a dagger in her mouth. The unicorn quickly brought her hooves up to her face, fearful of injury. “This ends now!” Chief Quicksilver announced, swinging her weapon at Twilight’s neck.

A pink blur launched the mare off of Twilight just as the blade neared the end of its arc. The guardsmare was sent sprawling away and her dagger fell to the ground harmlessly. Twilight sighed with relief when Pinkie Pie helped her up off the ground.

“Thank you Pinkie!” Twilight exclaimed. “I was sure I was done for!” Pinkie just nodded and kept her gaze fixed upon the crazy scene around them.

Metallic crashes caught Twilight’s attention and she noticed Rarity and Papa battling the pedestrians. Rose was riding upon Papa’s back, shouting insults at the attackers. Steel seemed to be lurking at the edges of the skirmish, stepping in for brief moments to trip up the guards with a yank on the tail or a nip on the leg.

A ferocious roar sounded and Sharktooth leapt out of the crowd, his teeth bared and aimed straight at Papa’s neck. Luckily, Rose was still riding aboard and she managed to kick the laestrygonian in the face. The green stallion yelped in pain and retreated a few feet, rubbing his eye.

Suddenly, a horrible thought occurred to Twilight. Looking around fearfully, she saw no sign of the third little foal. “Where’s Ivy?” she cried in horror. Any number of terrible things could have happened to the tiny filly; she could have been trampled underhoof, or captured, or-and this was the worst scenario in Twilight’s mind- left behind during the chase.

“Over here,” Fluttershy said, her light voice nearly inaudible over the roars and cries of the ponies around them. Twilight shifted her gaze over to the pegasus and found the little yellow pony sitting upon her back, her smile unwavering, even amongst the chaos. A wave of relief washed over Twilight as Ivy gave her a gentle wave from her perch.

A loud bang shot out of nowhere, and Papa bolted right passed them. “Come on!” he roared. Rarity was already following suit with Steel right on her hooves.

Twilight turned around to find a large scorch mark in the ground with a dozen unconscious ponies surrounding it. Evidently, some sort of unicorn magic had created it, but Twilight was unsure who exactly had cast this particular spell, Rarity, or a guard. Either way, Twilight was glad for the distraction and tore off after her friends.

Bells were sounding, large ones that emanated from their rear. Twilight was willing to bet that they were the Hoofington Prison Alarms, alerting everypony in town that prisoners were escaping. It would explain why everypony they encountered on the streets either ran away, or attacked them.

They rounded turn after turn, constantly dodging the objects and hooves that were thrown at them by ponies they came across. One stallion tried to grab Rainbow Dash off of Applejack’s back, but met the orange mares back hooves instead. The guard was knocked straight to the ground, his helmet bounced off his head and rolled away like a wagon wheel.

Twilight rounded a bend, the shouts and cries of the guards seemed to fade away slowly. Still, they ran until they saw sweet relief; Hoofington’s wall was only a short distance away. Twilight’s relief quickly turned to dismay as she noticed that, indeed yes, the gate was closed. “How are we going to get out?” she asked.

“I’ve got an plan,” Papa said as they slowed down to a trot. Most of the guards had stopped pursuing them in favor of assisting their wounded, but Twilight knew it wouldn’t last very long; she’d spotted a group of pegasi flying in the distance, and figured that they’d be there in just a few minutes. Ahead of them, archers were mounting their crossbows inside the wall, lining up their shots.

Papa led the group into another alley and out of the archers’ view. Rose jumped off of his back and took a seat next to a dumpster. Twilight glanced around nervously, after the huge amounts of noise and confusion she’d just endured, the quiet and seclusion the alley brought put her on edge.

“Alright,” Papa said, adjusting the helmet that hid a large portion of his face from view. “Listen up: That gate is raised on a pulley system that’s wound manually with a winch inside the wall. You are going to have to hold your ground while I fly up there and crank it.”

“Jus’ you against whatever’s inside there?” Applejack scoffed. “Ah know yer good, but yeh shouldn’t go up there without backup.”

“Hm... You’ve got a point.” Papa lowered his brow in thought, then turned to Rarity. “I don’t suppose you’d like to help?”

Rarity shook her head, “I’d rather stay at ground level and help my friends with the guards.”

Twilight was sure Rarity would say no, she was the only pony here formally taught how to fight. Rainbow Dash didn’t count because she was unconscious, besides, the pegasus was self-taught anyway. Twilight knew that Rainbow Dash was good, but there was only so much a pony could teach herself.

No, Rarity couldn’t go, but Twilight knew who the perfect candidate was. “I’ll go,” she said.

“What?” Rarity asked. “Darling, you can’t be serious!”

“I can’t do a whole lot from down here, not much that Rarity can’t do, anyway,” Twilight reasoned. She turned to face Papa, “But I can help you. Unicorn magic would come in handy up there with all of those guards; and I could create a small shield to prevent anypony from stopping you opening the gate.”

“But yer no fighter, Twi,” said Applejack. “Ah’m sorry, Ah jus’ don’ think it’d work.”

“And who do you propose we send instead, Applejack? You? Pinkie Pie? Fluttershy? You have to carry Rainbow Dash and I’m fairly certain sending Pinkie or Fluttershy would be about as effective as sending me up without magic!”

A group of shadows passed overhead, signaling the arrival of the pegasi guards. They darted about, scanning the ground for their targets. Twilight knew they didn’t have time to debate this further, not without getting caught, at least. “Look, it’s up to him,” she said finally, gesturing to Papa.

The stallion nodded, “Let’s go then.” Turning to face the group, he said; “Count to ten, and then run for the gates. We’ll distract them as long as possible, but they will call for reinforcements.”

Twilight peered around the corner to get a look at the wall. It was unimaginably tall, with large parapets adorning the top. Windows mounted with crossbows decorated it in even lengths all the way up. Guards walked too and fro in the parapets and occupied the crossbows , securing the gate from any attackers... or escaping prisoners.

“I don’t see any stairs...” Twilight frowned, disappearing back behind the corner. “How are we going to get up there?”

Papa raised an eyebrow and flexed his wings mightily. “Climb aboard,” he said.

“What? You can’t actually expect me to-” she never finished her sentence. In a blur, Papa sped forward and hoisted Twilight into the air. Twilight screamed in terror as she floated upwards and landed hard on the pegasus’s back. Before she could object, Papa took off into the sky.

Twilight resisted the urge to scream again as they left the ground behind; it was like falling up. Thankfully, there were no serious repercussions like there would be if they’d been falling down- namely the splat at the bottom. She shivered just thinking about it.

Against her better judgement, Twilight looked down. The world she knew was now shrunken, mapped out before her like never before. Everything seemed so small, so very far away. Twilight gulped hard and fought her rising panic; she was fearful of heights in general- it was why she almost never used the hot air balloon Princess Celestia had given her for her studies on cloud types- but this was something completely different. Now she was soaring high above buildings with the world splayed out before her, riding like a foal on the back of some stallion she’d just met and, oh yeah, she remembered as an arrow zoomed passed them, being chased by every guard in Hoofington!

The yells of the pegasus guards sounded as they noticed the intruders and launched their attacks. They closed in on all sides, swords in their mouths and rage in their eyes. Soon they had encircled them completely, Papa hovering in the middle. Twilight gripped his back as hard as she could, whether it was more out of fear of the guards or the ground, she couldn’t say.

“Hold on tight, kid,” Papa warned her. “It’s gonna be a hay of a ride.”

A moment later, the first guard made his move, dive-bombing towards them with his sword, ready to take their heads off. Encouraged by their comrade, the other pegasi followed suit. But Papa hadn’t made a motion in any direction to escape them yet.

Come on, Twilight panicked. Move already! But Papa wasn’t going anywhere, he continued hovering where he was.

The pegasi continued their charge forward, soon they would be within stabbing range of their target. Twilight yelped and buried her face in the pegasus’s dirty, matted fur, preparing for impact. Suddenly, something changed. Twilight felt weightless, like her stomach was crawling into her chest. Metallic crashes sounded from above, creating painfully loud clangs.

Twilight opened her eyes and saw that Papa was no longer flapping his wings- in fact, he wasn’t doing anything. His wings were tucked into his body, and he was- along with his passenger- speedily dropping to the ground. “What are you doing?” she screamed. “You’re going to kill us!”

No response came from the gray stallion.

A few unconscious pegasi fell beside them, their swords gone. Twilight noticed the large dents in their helmets. So that’s what those bangs were... she thought. They crashed into each other!

The ground was drawing closer and closer, and so were the guards above them that hadn’t fallen for Papa’s little trick. The defeated pegasi hit the road hard, their armor breaking to pieces on impact. The sight of their broken bodies littering the street made Twilight sick, but she held on tight to Papa’s neck.

“We’re going to hit the ground!” Twilight cried, noticing Papa hadn’t yet pulled them out of their dive. The ground was dangerously close, so close that Twilight could now make out the individual stones used to make up the Hoofington walkways. The unicorn gripped her ride’s neck as hard as she dared without choking him, afraid of landing like the guards did.

But her worries were unfounded. At the last second Papa’s wings flared wide open and caught them in the air. Twilight breathed a sigh of relief, they’d come so close to crashing that Twilight could literally unwrap her forelegs from Papa’s neck and touch the ground with her hooves. More crashes sounded behind them as a few more guards discovered that not everypony was strong enough to pull out of a dive like that.

The momentum built from Papa’s dive translated into speed, which the pegasus used to dodge and weave between the buildings on the ground. He zoomed around corners, ducked under archways, and, at one point, shot through an apartment building via an open window. The guards stayed on him for the duration, it appeared that all the rookies had been out-flown during Papa’s initial maneuvers; Now, only the seasoned flyers remained in the chase.

Arrows whizzed passed Twilight’s head and implanted themselves in the corner post of the building Papa was flying around. Papa however, wasn’t so lucky. A few stray arrows bounced off of his armor with metallic pings. Twilight shuddered to think at what could have happened it not for the iron plates the pegasus was wearing.

“How about giving me some damn cover?” came Papa’s voice, as yet another arrow ricocheted off his helm.

“How?” Twilight cried. She tightened her grip as Papa barrel rolled to avoid the sword swipes of a few pegasus guards that had joined the chase from the opposite direction.

“You’ve got magic, don’t you?” he jeered, turning around another corner. “Use it!”

“Uh...” Twilight wasn’t sure what to do; she was very good at magic- it was her special talent after all- but she’d never learned any spells that could hurt somepony. However, she was a creative mare...

“Turn around!” She hollered to Papa.

“What?” he cried incredulously. “Are you insane? Why would you want to do a crazy thing like that?”

“I’ve got an idea!”

“Better be a damn good one...” Papa muttered. “Get ready!”

Papa dove around the corner of a building, breaking the line of sight between them and their pursuers. Executing a quick loopty-loop, he spun around and careened back around the corner.

As they rounded the building once more, Twilight began charging her spell. Ahead of them, at least five pegasi were charging for them. Much as Twilight enjoyed the idea of playing “chicken” in armor, she wanted this over as quickly as possible.

When they were within range, Twilight fired a wide burst of purple magic into the air. The wave of energy engulfed the screaming guards; A few of them tried to turn around and out fly it, but it was too late. Guard after guard dropped like rocks onto the ground below. Papa easily maneuvered his way through them and back to the street.

“What did you do to them?” he asked as a body fell beside them.

“Sleeping charm!” she answered over the wind. “I used to use it a lot on the nights before big tests!” Sleep was crucial on test nights; especially since if she hadn’t used the spell, she always wound up staying awake until three in the morning, studying all the material she would be tested on.

By Twilight’s judgement, they were now flying at about half the height of the Hoofington Wall. Far below them, Twilight’s friends were engaging another group of guards by the gates. The unicorn suppressed a giggle as one of them tried going hoof-to-hoof with Pinkie Pie. The pink mare constantly disappeared and reappeared, popping out of cracks in the sidewalk, sewer caps and, on one occasion, the guard’s own helmet.

The guards fighting Rarity and Applejack were faring no better. Forced to deal with either hooves or blades, their attackers were continually pushed back by the threatening mares. Behind the ruckus, standing by the gate, were Fluttershy and the foals. The yellow pegasus was gripping Steel by the wing in her attempt to keep him from jumping into the fracas.

A large shadow cast itself onto the duo, and Twilight craned her neck to see what was causing it. Behind them, a hulking black pegasus was soaring, his wings spread majestically, but his movements were frustrated and erratic. Thunder had finally caught up to them...

The servant of Lionheart was leading a complement of no less than a dozen winged guards, complete with armor and swords. Emblazoned with golden paint on each set of their black armor was a symbol; the claw of an eagle weilding a sword. “Special forces!” Papa roared in exasperation. “Dammit!”

Twilight gulped; if something could worry Papa, the pony who’d single hoofedly fended off every guard in the prison while they escaped, it was more than enough to put her on edge. The group of pegasi seemed to be flying in a particular formation. Obviously, they were more disciplined than the other guards, but that was the only difference Twilight could see. “What’s so special about them?” she asked.

“You don’t want to know!” was the only answer she got before Papa tore into another barrel roll. They spun around for what seemed like forever, Twilight screaming in sheer panic. Her nausea was growing with every twist, turn, dive and roll the pegasus executed, and he wasn’t done yet.

Another arrow whizzed passed Twilight’s ear, she followed the trajectory to a window in the Hoofington Wall. A stallion guard stood in the opening, mounting a standing crossbow. Suddenly, something occurred to her; “Up there!” she cried, aiming a hoof at the Wall Guard.

Papa seemed to understand without clarification; The pegasus charged forward, flapping his wings wildly. Twilight swore that the guard’s eyes grew as wide as dinner plates when he realized what they planned to do. The stallion fumbled around with a bolt before frantically inserting it into his crossbow and firing.

The arrow flew towards them; Twilight didn’t know if it was Papa’s flight path, or if the guard’s adrenaline had given him super-pony accuracy, but she did know that this arrow would strike true. Papa was too busy flying to properly dodge it. In fact, he didn’t even seem to notice the flint-tipped shaft of wood zooming right towards them!

Reacting purely on instinct, Twilight reached out with her magic and swatted the arrow aside, but she didn’t stop there. Before the unicorn knew what she was doing, the bolt flew a complete 180 and began charging back at its user. The guard yelped in surprise and ducked behind his weapon. Fueled by Twilight’s purple magic, the arrow crashed itself into the crossbow’s stand. The stalk of oak buckled under the pressure and sent the crossbow careening down to the ground with a loud crash.

Once the weapon was out of the way, a cowering guard was clearly visible. He didn’t even have time to move before Papa smashed into him. Twilight tumbled off of his back and into a mess of hooves and steel. Something grabbed her tail and she lashed out blindly with a hoof. A solid metal clang told her she’d struck her mark.

Getting onto her hooves, Twilight got a good look at the interior of the wall. It was a long passageway with large windows on either side for defense. Torches lined the areas between the windows and dozens of guards were looking at her, dumbstruck. “Um... Hi?” she said nervously.

“Get them!” was the response. Without a second’s hesitation, the guards began to close in.

Twilight felt a firm resistance when she tried to back up, Papa was standing behind her. The stallion leaned in and said soft and low; “The crank is down the hall that way. Stay close.”

Together, they charged.

[X] [X] [X] [X] [X] [X] [X]

“On yer left!” Applejack cried, ducking under a blade.

Rarity turned her head and noticed the unicorn guard gearing up for a spell. A quick burst of magic sent a barrel of wine from a merchant stand onto him. The guard screamed in surprise as the heavy case crashed into him, and suddenly, red wine exploded everywhere. “Thank you, Applejack!” the white mare answered.

The farmer had to admit, for a fashionista, Rarity was certainly holding her own with that thin little sword of hers. She’d dispatched a fair number of the ponies that were attacking them. Pinkie Pie was definitely a surprise, wreaking havoc among the guards every chance she got. Whenever she got within reach of an assailant, vehement screaming quickly followed. Applejack wasn’t sure exactly what the pink pony was doing to them, but she wasn’t about to argue with results- and boy was Pinkie getting them!

Applejack powered her forehoof onto a stallion’s head, knocking him out cold. The guard fell to the ground by a pile of his comrades. The earth pony looked up and examined the chaos that surrounded them. All around, carriages were overturned, wares from merchant stalls were scattered about, and unconscious guards littered the ground. Behind her, Fluttershy and the foals were taking cover and protecting Rainbow Dash, who Applejack had been forced to set down when the fight began.

The guards kept coming and coming. Applejack had seen Twilight and their new pegasus ally fly into the wall a minute or two ago, trailed by all of the black armored ponies and Thunder, but wasn’t sure just how long they’d be. Meanwhile, she and her group of fighters would have to deal with all of the pegasi guards that had been pursuing the duo. It wasn’t much of a worry though, what few flyers managed to get passed Rarity’s spells were quickly neutralized by kung-fu Pinkie Pie. Applejack herself was watching over both of them, picking up the overflow on either end whenever the need arrived.

Despite the overwhelmingly large numbers the guards now possessed, it seemed that less and less of them were braving the mares. In fact, most of them seemed content to stay a dozen or so feet away and hurl indignities at them while their cohorts waged battle. Something about that rubbed Applejack the wrong way. These were trained Hoofington guards living in the middle of Equestria’s military capitol, yet they were still keeping their distance.

Eventually, the guards stopped approaching. Too late, Applejack realized that their keeping away hadn’t been out of fear. The line of guards stretched from one side of them to the next, pinning the escapees between them and the locked gate. The guards looked at them with smiles in their eyes, assured in their victory.

“Applejack!” Fluttershy’s voice barely made it to the farmer’s ears.

“Behind you!” a much louder colt voice sounded.

“Huh?” Applejack began to turn around, but got a shock when something hit her forcefully. “Gah!”

She tumbled head over hoof into the dirt. A sharp pain in the back of her neck caused her to gasp in pain before she stopped rolling. A fluid trailed its way down her back, spreading warmth to her skin wherever it touched. Something big and heavy was on her shoulders... well comparatively big. Rainbow Dash was big too, for a shoulder load, but she was also a compact pony- even by pegasus standards. This weight though, felt like either a small stallion or a large sack of flour.

Huffing wildly, Applejack tossed her burden off of her shoulders. A wild green pony with a rusty red mane glided through the air and hit the ground, rolling to his hooves in one fluid motion. The stallion took a breath, then shook his head. His mane seemed to be getting in his face; Applejack wondered how the pony could even see with his hair draping over his eyes like that, but paid it no heed- obviously, he could.

Applejack’s neck was still stinging and the dirt at her hooves was growing redder by the second; The stallion must’ve bitten her pretty good. “Sharktooth,” she growled, spitting out a mouthful of dirt she’d nearly swallowed.

The laestrygonian let loose a dry chuckle before pouncing at her once more.

[X] [X] [X] [X] [X] [X] [X]

Twilight burst through the door and placed her shoulder against it. The weight of dozens of guards pressing their own strength on the other side was almost too much for her to bear. Luckily though, Papa was on her side. The pegasus added his own strength to hers and together they closed it on their pursuers.

“How many of them are there?” she gasped. Her breaths were heavy, her legs aching from all of her running.

“Too many,” Papa responded. The guards had given up pushing and were now angrily pounding on the door. One good thing about being inside the Hoofington Wall: nopony had ever expected it. The doors were made of heavy iron with big, bulky locks, ready to repel attackers- or protect intruders.

Papa glanced around the room, taking in its arrangement. “There!” He pointed a hoof at a large crank handle in the center of the room. Connected to it was a series of pulleys and ropes that spanned the entire area, weaving through cogs and pipelines and eventually funneling through holes in the sides of the wooden floor. Twilight however, was staring in shock at one particular area by the window. A large black pegasus was standing there, a scimitar bared in his teeth.

Thunder looked at them with a mixture of concern and frustration. His eyes were dark and cold, but something about them countered the cruelty within. Perhaps the stallion didn’t want to fight after all? Of course, whether or not that was actually the case didn’t matter one bit- he was going to. “I cannot allow you to continue,” he said. “Your escape ends here.”

“I’ve got him,” Papa said, stepping forward. “You’ll have to open the gate yourself though.” Twilight nodded and double checked the lock on the door.

After Twilight had made sure the entrance was secure, she watched Papa draw his broadsword and begin fighting Thunder. The two stallions began with a few simple jabs, each testing the other’s skill level. Suddenly, Papa lashed out with a wide arc, intent on ending the fight early. Somehow, the black stallion managed to dodge the blade by ducking under it. One angry snort later, and Thunder brought all of his mass forward onto Papa. Twilight watched her rescuer stumble backwards from the sheer weight of his opponent, but the gray pony never lost his hoofing.

Sparing a glance back at Twilight, Papa was shocked to see that she hadn’t yet made a move for the crank. “Go!” he roared, gesturing at the objective. “Open it!”

Right! Twilight thought, shaking her head. I have to open the gate! Tearing her eyes off of the battle, she made her way to the winch.

The mechanism was rather large, easily dwarfing Twilight by comparison. The cords were roughly half a hoof thick and wound tightly around the spool. A handle jutted out of the side, carefully, Twilight set her hooves on it and began to push.

The unicorn pushed and pushed with all her might, trying to force the crank down, but it wouldn’t budge. Frowning, Twilight pushed once more, this time jumping into it. Still the crank stayed stuck. “C’mon, crank!” she growled frustratedly. Again she threw herself onto the handle; “Budge!” The crank never moved an inch, even when Twilight backed up and charged into it. Either the winch was rusted through, the guards had locked it, or- as was probably the case- Twilight was too small to crank it.

Frustrated, Twilight reached forth with her magic and latched onto the handle. Pumping as much energy as she could through her horn, the lavender pony pulled with all the willpower of Celestia’s star pupil. The winch creaked and began to move very slowly, winding up the ropes to the gate.

A pounding on the wall of the room broke Twilight’s concentration, and what little progress she’d made on the crank was lost as it rapidly unwound; the sound of the iron bars slamming against stone were loud even inside the Hoofington Wall.

Suddenly, the masonry blocks exploded inward with tremendous force and guardstallions began to pour through the new entrance to the crank room. Twilight delved back into her magical repertoire and quickly shoved them out with a blast of energy. Well... most of them.

Black armored ponies, the ones Papa had identified as “special forces” were still inside the room and closing in on her. In a panic, Twilight released another blast of magic. The purple energy washed over the stallions, but when it cleared, they were still there, their expressions unchanged.

“W-w-what?” Twilight yelped in horror. Was her magic failing her again? Curses! she thought inwardly. Leave it to me to leave all of my stuff in the castle of a traitor! Without Spike’s lyrium potion, she was defenseless if her magic went awry- like right now...

Releasing another yelp, Twilight ducked under the swing of a black sword. Black armor, black swords, she mused. These guards must really like the color black...

Another sword stabbed into the ground by her face, just a hair’s breadth from her nose. Reacting on instinct, Twilight rolled to the side and messily got to her hooves. A simple force field was keeping the other guards outside of the room, but for some reason, it had no affect whatsoever on the black armored guards... all four of them.

A gray pegasus in silver armor flew passed her. Well, Twilight couldn’t exactly call it flying, as it looked more like Papa had been thrown across the room. Thunder trailed right behind him, his scimitar dripping thin rivulets of crimson blood. The black stallion gave Twilight a quick glance, as if to ensure she was being handled properly by the guards, then resumed his pursuit of Papa.

The guard to Twilight’s right lashed out with his sword, intent on hitting Twilight’s throat area. Fortunately, due to a combination of instinct and Rainbow Dash’s “Super Awesome Reflex Exercises,” she managed to duck under it. However, the guards’ plan became clear when the one on the right took his chance to charge into Twilight and pin her to the floor.

The guard wasn’t very much bigger than Twilight, about average as far as stallions go, but he looked downright enormous as he loomed over the unicorn. He gave her a look of smug satisfaction as she squirmed under his grip. It was no use though, the black armored pony was simply too strong for Twilight to just force off her.

In her fit of wriggling, Twilight noticed that the rope that ran under the winch was connected directly to the gate, which she could see beneath the floorboards. Recalling her entrance to the city, she realized that cord was the only thing holding it up. She looked back at the guard holding her, then over to his friends and finally, to their pitch black swords; an idea struck her.

Getting free turned out to be fairly simple once the unicorn stopped struggling. The good news was that a quick concussive blast from her horn easily took care of her restraining predicament; the bad news was that she had to take down her force field to charge it. Kinetic energy rocketed away from her to the winch, hitting the handle, which then circled its way around its track, and came down hard on her captor’s head. As he stumbled across the room, his cronies flooded through the entrance.

Twilight got on her hooves without missing a beat. She didn’t bother examining the situation; it was obviously not good. Assuming Thunder and Papa were still busy with each other, that left the unicorn to face at least a dozen royal guards on top of the special forces on whom her magic seemed to have no effect.

A length of black steel entered Twilight’s vision and she jumped back with a squeal of surprise. The sword passed harmlessly over the position she once occupied. Somepony threw a dagger at her, but luckily they were a horrible shot; the knife embedded itself into the wall on the far side of the room. Still, Twilight figured she had a few minutes at best until somepony managed to land a blow and she’d be finished- she had to act fast.

The guards had yet to get behind her, so she slowly backed her way around the winch, dodging sword strokes and hooves along the way. Once, Papa entered her peripheral vision and she say the stallion buck his opponent square in the nose. Somehow, the strike seemed to do absolutely nothing to the giant mercenary.

A roar of triumph sounded as Twilight finished her semi-circle. A guard had managed to finally sneak up on her rear, and he was winding his sword back. Twilight was ready though- after all, she’d been dodging the damn things for the past half hour or so. As the pony swept his weapon forth, Twilight jumped to the side and watched the blade fly by her. Enraged by his miss, the guard spun around for a followthrough. Twilight ducked under the winch’s rope and rolled to the side as the sword impacted the floor. Twilight glanced up as she twirled onto her back, giving the guard her own smug look.

The stallion seemed confused, but didn’t remain so for long. A loud crash from outside quickly alerted him to his mistake. For a moment, all of the fighting in the room halted as everypony present attempted to locate the source of the noise. Twilight’s attacker simply stared at the severed rope before him, understanding exactly what the lavender unicorn had made him do. She’d made him split the rope holding the gate in place- just like she’d planned.

Although Twilight couldn’t see exactly how the gate had fallen, she was sure that it had dropped off of its track and landed flat on the ground, leaving the entrance to the city wide open. Twilight could only hope that none of her friends had been on the side that the gate had fallen on. Her worries were alleviated when a thick accent permeated the air; “It’s open! C’mon y’all!”

Most of the guards were still distracted, though a few were beginning to refocus. Papa saw his chance and took it, sending a swift kick to Thunder’s throat. The larger pegasus gasped in surprise as he found himself unable to breath. Papa made a move to finish him off with his sword, but though Thunder had been hit, he was still very skilled; Papa grunted as a black wing shoved him away

Secure in the knowledge that her friends were escaping the city, Twilight began to look for her own means of egress. However, the only way out that she saw was the one window- the window blocked by a dozen guards. They all looked at the unicorn, as if daring her to charge them. But then again, she was a unicorn.

Papa had landed behind her, well out of the side-range or her spells, so she began to gather energy in her horn. A concussive blast would knock them aside, and then she and Papa could fly back out and join her their friends. It was a simple plan, but simplicity is always the enemy of a good plan.

Once the guards saw the purple glow surrounding Twilight’s horn, they began to swarm her. Focusing on her magic became increasingly difficult while dodging deadly weapons- as most ponies would easily admit- still, she somehow managed to pull it off. “Get ready!” she cried, hoping Papa was prepped for flight. They would only have one shot at this...

Just as Twilight was ready to release her energy, a stallion managed to tackle her to the ground, “Ah!”

Her head hit the ground hard, breaking her concentration. A loud BOOM filled the room as her magic discharged. Pieces of the wooden flooring exploded outward, other planks screamed and cracked, giving way to the weight of over a dozen ponies. Finally, the boards gave and Twilight found herself sliding down towards the ground. Frantically, the unicorn reached out her hooves, looking for any kind of purchase; there was none. Everypony, guard and prisoner alike slid out of the room and onto the heap of broken boards that sat upon the fallen gate.

Pain, that’s all Twilight felt. It was her whole existence. Her head hurt, her flank hurt, her nose hurt. Everything from the tip or her horn to the ends of her hooves screamed in agony. She cried out, gasped for breath, then cried out again. Stars danced around in her vision, but her eyes were closed. It hurt to breathe, it hurt to move, it hurt to think!

Finally, after what felt like hours, a hoof tapped her on the shoulder. “Get up!” a deep voice ordered.

Twilight wanted to ignore it. The voice had already caused her pain on two fronts. Her shoulder was tender, her ears begged to stop hearing. Why was getting up so darn essencial? There was something important going on, but it was nothing compared to the pain. She had to move... right? Yeah, moving... that was something her brain was trying to convince her to do. Danger, it said. Rest when you’ve escaped the danger!

Weakly, Twilight opened her eyes. Papa stood over her, sword in mouth. He seemed relieved to see her stir. Above him, no less than four stories up, Twilight could see the hole she’d created in the winch room. Just the thought of that horrible fall sent a jolt of pain through the mare’s body.

“Up!” Papa cried. “Up! Get up!”

Ignoring the her pain- which was now growing more bearable- Twilight got back on her wobbly hooves. Aside from omnipresent throbs of agony, she was experiencing no complications from the drop to the ground. The same, however, could not be said for a majority of the guards that had also been in the room. Most of them had landed on the sharp wooden planks, getting impaled on impact. A few though, had landed like Twilight did, flat on the boards themselves, and they too were recovering quickly. In the center of the pile, boards were shifting around as a short green stallion dug his way out of them. Thunder was nowhere to be seen.

Twilight turned to Papa, who asked the inevitable question; “Are you okay?”

Twilight shook herself, hoping to rid herself of a little aching. “I-I think so,” she responded shakily.

“Good, we need to get moving.”

Twilight nodded and let Papa lead the way through the once proud gates of Hoofington. The dirt was caked in droplets of blood, and there was broken wood and wounded guards everywhere. Twilight never thought she’d see the day that Equestria’s military capital would be so thoroughly defeated, but here it was.

They galloped down the country, never stopping to take a breather, never giving any possible pursuer a chance to gain on them; they simply sprinted until they could no longer sprint. Sunset turned to nighttime, and they finally caught up to their friends, who’d gathered together under the cover of a group of taller trees.

“Twilight!” Pinkie Pie’s shouts came. The words had an effect on everypony present, who looked up from the ground at the newcomers. Everypony rushed up to them, greeting them with spirited hellos.

The foals happily jumped onto Papa, knocking him over with their embraces. Steel made a point to ask everything he could about the battle, grilling the stallion for every bloody detail. Rose assured everypony around that she knew “nopony stands a chance against Papa!” Ivy simply latched onto the pegasus and wouldn’t let go, a content smile upon her face.

Twilight found herself facing a similar predicament with an excited pink pony nearly bowling her over with a hug. “Oh, we were so worried!” she said.

“We didn’t know what to think when we heard the explosions,” added Applejack, giving the unicorn an embrace of her own. “Glad teh see yer okay Sugarcube.”

Twilight smiled happily and held the earth ponies closer. She was shocked to find however, when her hoof wrapped around Applejack’s neck, that it her coat was darkened and wet. “Applejack...” she panicked. “Are you bleeding?”

“Ah’m fine, Twi,” The farmer said reassuringly. “It’ll take a lot more‘n one bite from a creepy stallion teh take me down!”

Twilight couldn’t help but smile- that was Applejack for you. She had no doubts that her apple-bucking friend could be bleeding to death and she’d insist she was fine. Still, she’d take her word for it, there was no need for Applejack to act tough at the moment anyway. “Is everypony okay?” she asked.

“Right as rain,” Applejack answered. “RD’s still nappin’, but I reckon she don’ count anymore.”

Nodding, Twilight turned her attention to their savior, who was now attempting to detach Ivy from his leg. “Thank you,” she said.

Papa looked up. “Hm?”

“Thank you,” Twilight repeated. “For everything. We would have been finished if you hadn’t helped us. Thank you.”

There were murmurs of agreement from the rest of the gang. A chorus of “Thank you’s” decorated the air.

Papa nodded. “No problem,” he answered. He examined them very closely, as if searching for something. “So it is true...” he whispered.

“What’s true?” inquired Applejack.

Papa removed his helmet, revealing his graying locks and his old, tired face. “My brother is no longer with you.”

“Ooh! Ooh!” Pinkie cheered. “You’re Cutlass’s brother, Broadsword! But... you were all Grumpy McMeaniepants before!” The pink pony seemed genuinely confused. She gave the stallion a long, hard look, as if she were peering into the depths of his very soul. “Why did you help us?”

“Hm...” Rarity mused. “I would like to know as well.”

“Me too!” Twilight agreed.

The group studied Broadsword carefully, waiting for him to speak. Finally, he did. “When you were being brought to the prison, you passed the Carrot Garden. The alley across is a regular station of mine; patrons are usually willing to give me their change as they leave.

“I saw you being escorted by guards, and I recognized you.” He pointed at Rarity. “I’ve never liked Lionheart, he was always too ambitious for a true military stallion. He had delusions of grandeur even when I was still in the service. When I noticed Cutlass wasn’t with you, and you were heading for the prison, I immediately assumed the worst. Every good deed deserves repayment, right?”

“You were right,” Twilight said happily. “Lionheart’s a traitor, he’s working for Eclipse!”

Broadsword beamed with pride. “I knew it!” he exclaimed. “I knew we couldn’t trust that greasy bastard! I knew it! But, uh... Who’s Eclipse?”

“You remember Discord?” Applejack asked. Broadsword nodded. “He never ruled Equestria, the Princesses just say he did cause the real King- King Eclipse- was so durned bad they completely struck ‘im from history!”

“That’s pretty bad...” Broadsword whistled.

“You bet it is.”

“Anyway, after you were booked in, it was a simple matter for me to ambush a guard and steal his uniform. I sent the foals after you because I thought they could handle it.”

“Hey!” protested Steel.

“-And they did. I’m very proud of the job you three did.” The children beamed at his words.

When Broadsword was finished speaking, a dark silence hung over the group. Finally, Twilight decided to break it. “So, now that you know what we’re up to, would you like to help us?”

The stallion shook his head. “As much as I’d love to take you up on that offer, I can’t; I’m too old to go adventuring. I think the kids and I will stick around Hoofington, see what kind of trouble we can stir up for the good King, yes?” Several cries of approval sounded from the youngest present.

“And sir?” Twilight added, before Broadsword turned to leave. “Cutlass... he died in the Ogatunga Mines...”

“I figured as much,” the old stallion sighed. “Damn that Lionheart! First Swiftblade, now Cutlass...”

“He was ambushed by a group of Lionheart’s guards. He went down fighting...”

“I don’t doubt it...” was all the old stallion said before heading back off into the darkness. The foals followed him, their father’s dourness not registering in their young minds.

Twilight cursed their mission; cursed Eclipse. Because of him, ponies had died; good ponies like Cutlass, and the Hoofington guards who were simply doing their jobs! Much as Broadsword tried to hide it, his sadness at the loss of his brother was all too apparent; the stallion was heartbroken.

Twilight tried not to think about what she would do if Spike ever died, the little dragon was such a beautiful spirit. She’d raised him from an egg, what if one day a pony like Eclipse came along and poof, no more little drake?

No, she thought bitterly. Twilight looked up at the night sky; somewhere out there were her teachers. Suddenly filled with passion, Twilight made a vow to the moon. That’s not going to happen; not to Spike, not to anypony else. The deaths stop here; the horrors stop here; For as surely as my name is Twilight Sparkle, we will bring you down Eclipse!

END ACT 1

Comments

[Incredible Blunderbolt]

384126

Soon, but it's a story aspect, so you'll have to look for it until it makes itself known.

[FireFlash13231]

Instatrack

[AsterionXx]

Woah! Those are some nasty, nasty, criminal rights. OBVIOUSLY, in Equestria, there is no Bill of Rights. You do not have the right of free speech. Cruel and unusual punishment is completely allowed, and there is no trial in a fair court.

[zsewqthewolf]

713468 you know what they say if you try to not show anyone the past it's only going to happen agein.

Way the go you've done it what you sould never do try to remove something that can be lrean from and not happen but thx to you it hapen so fuck you.

[Incredible Blunderbolt]

3234296

I have no idea what you just said...

[A_User]

Can you summarize everything that happened in this story? I had a vision problem and I have about 100 stories to read, I won't have time to read the big ones anymore