Off The Grid

by MajorPaleFace


Town Under Attack

John awoke to slight wetness on his face, despite his tiredness he became fully alert in an instant – a biproduct of years of survival. His eyesight could make out the barest details in the darkness as his memories came flooding back to him.

Three sets of eyes looked at him momentarily, before one-by-one they faced forward, a slight drizzle was splattering against him, carried on the rushing wind. Aylesbury’s image grew larger by the second – sparsely lit with fires and lamps, a formation of ponies awaited at the landing zone.

The cart hit the ground hard, mud plastered the wheels and flecks flew off to spit against them. As soon as they had slowed to a crawl, they all hopped out – maintaining silence.

Captain Ivory Skies greeted them, she looked well rested and ready for the coming journey.

“Captain,” Midnight began, “these are Senior Guards Starfire and Starry Skies. They fought with us at the crash site, ma’am,” she introduced the two other Lunar Guards, who stood side-by-side.

She gave each a look of open respect, “I’ve read the reports – glad you could join us. If you’re ready then we’ll leave immediately,” she spoke quietly.

She turned, “Sergeant, move them out!” She ordered in a harsh whisper.

As John sneakily avoided the large formation of gold-armoured ponies, he found his way to the Town Hall. Inside, several camp beds were occupied with ponies of various colours, many covered with bandages.

As he curiously scanned the wounded, a meek Pegasus mare emerged from an adjacent room, a tray of medical equipment rested on her back. Clad in a white uniform, she approached Johns towering form without a hint of reservation. She had cool blue eyes, they conveyed emotion for which John was decidedly unprepared for.

“The carriages will return tomorrow to collect the rest of these poor ponies,” her voice was soothing and melodic.

He made a satisfied look at the answer to his unasked question and approached his armour, as he entered, he watched her administer medicinal cream to some nasty looking third degree burn wounds on the face of a Thestral mare.

His armour closed around him and he breathed in the recycled air, exhaling he realised he felt secure within his exoskeleton.

Laser rifle in hand he returned to the drop zone, collected his weapons and bags, before he and the three Thestrals joined the guard column on a nighttime march to catch up with the 1st.

* * *

A few hours into it and the rain had picked up, the 7th Auxiliary were battered by howling winds. Droplets hammered the ground like a hail of bullets and water flowed around the loosely marked path that carried them southwest.

The ponies huddled forward wrapped in cloud-coloured ponchos, John and the Lunar Guards acted as tail-end Charlie and lingered some distance behind the advancing unit.

Midnight and the other Thestrals bore cloaks the colour of graphite, large hoods were pulled tight over their heads, “Celestia-damned rain!” Starshine all but screamed to be heard over the deafening rumble of thunder.

Dark clouds broiled mercilessly above the treeline of the Everfree Forest to their right, which spat lightning into the thicket of branches that swayed with the strong winds.

They were heading for a territory called Appleloosa, a dry and arid landscape with many small farms and villages. Once past that they would reach Ghastly Gorge, a large canyon a mile wide and deep that ran for several kilometres, with the river Long Mare passing through it.

It was towards here that the Changelings had escaped along with the townsfolk of Aylesbury. A scout from the 1st Battalion had relayed their position near a small settlement, Princess Luna awaiting a little impatiently for their arrival.



John’s over encumbered form waddled through the quagmire of mud, bogging him down. A warning flashed across his HUD – ‘if I keep this up for much longer, my servo motors could burn out.’

Shortly after having that thought, they reached the rear perimeter of houses that made up a small village. Stumbling blindly in the darkness into a platoon of Thestrals who were waiting for them, Lieutenant McKenna revealed herself, her lithe form a dead giveaway despite her cloak.

The wind howled along the street causing shutters on the buildings to bang and rattle. The little wooden domiciles a far cry from the slate and stone structures dominating Aylesbury.

Lines of shambling Royal Guards moved slowly against the high-speed winds into buildings, members of McKenna’s platoon leading the way to shelter.

Bringing up the rear, the tall Lunar officer seemed to remain eerily still despite the fierce gale. She beckoned John and his small entourage of Thestrals toward her, as she retreated for a large timber building with the single word “Saloon” scrawled across it.

Shortly before reaching their goal, a large piece of debris detached from a nearby home and was carried toward them at high-velocity.

A beam a meter across and a few centimetres thick impacted a pair of royal guard a little way from John. He picked up his pace and reached their downed forms, he activated his helmet-mounted torch and the street was illuminated.

The guards lay in the waterlogged mud heavily dazed. John stowed his weapon and with a hold of each in hand, he dragged them through the gritty muck.



Backing up, he hauled them toward the saloon, his armoured weight crunched through a wooden step, he exited his armour and hefted the guards off the ground, before skipping up the stairs and inside. Warmth greeted them as a large stone fireplace crackled and hissed.

Midnight, Starfire and Starry Skies secured the entrance, dragging a bookcase over the batwing doors of the saloon. The floorboards were damp with rainwater, sodden Thestrals gathered around a large blue Princess.

The room was dimly lit with a few lamps and the fireplace, John and the two royal guard the only non-Thestrals present. He deposited them next to the heat of the fire, moisture had clung to his bodysuit and matted his short hair despite him only being exposed for a few seconds.

A balcony above the roaring fire was adorned with two dozen soaking wet black cloaks, the supplies the ponies had lugged here with them were stored to either side of the hearthstone.

Chairs and tables from the eating area had been moved to the outer wall near the entrance, a bar opposite housed many empty shells of silvery-grey Thestral armour.



“Medic!” A burly Thestral stallion burst off the ground at Lieutenant Midnights call.

He put himself between John and the two incapacitated guards and busied himself with treating their injuries.

“Status?” it was undoubtedly the voice of Major Kodiak.

Midnight almost stood to attention but held herself loosely, water dripped from her wet cloak and matted fur.

“We’ve just arrived. Nothing noteworthy except these two took a whack from some debris on the way in.”

Kodiak hummed, “Captain Ivory?”

“In a building four or five down from us, ma’am.” While she spoke, Starry Skies and Starfire helped her out of her armour and cloak, placing them near to the fire.

The Major began donning her armour in an almost hypnotic reverse of Midnight's movements, a pair of unknown Thestrals aiding her much in the way Midnight had been.

“I should introduce myself, set things on the level. You’re the boss McKenna,” the Major and three others departed whilst McKenna quietly acknowledged with a hoof raise.

Sealing the entrance once again against the barraging rain and howling wind, the compliment of Thestrals were unarmoured and John took a good look at their forms. Taut muscle underneath dull coloured shaggy fur, they looked like ponies draped in carpets.



John threw caution to the wind and in several long strides had placed himself between the heat of the fire and the pony cordon.

Princess Luna’s nose was buried in paperwork as she scribbled on parchment, no one spoke and the only sounds came from the rain hitting the saloon and the occasional drip as a leak entered a bucket.

John took out his laser side-arm and ignored the hurried turning of heads as the Thestrals reflexively looked toward a drawn weapon.

He cleaned it, more to pass the time as it was spotless. Shortly thereafter Midnight, Starfire and Starry Skies joined him on either side, they pressed into him like in the sky carriage.

He made no move to escape, despite the creeping uneasiness he felt if this was the pony norm than he would try to accommodate. He fought the urge to shiver as wet hair wiped across the back of his neck as another Thestral lent against him.

He sniffed a few times, ‘funny,’ he thought, ‘wet dog reeks; not wet pony though,’ he shrugged slightly at the unanswerable thought and continued to clean his laser pistol.

Several of the ponies used little brushes with barbed bristles, they brushed their knotted fur and collected the stray hair in little wads, then threw them on the fire. That smell of burning hair brought back a few memories.

* * *

“Elements of Charlie Squad had a shoot-out with ‘muties along this sector yesterday, their report said they’re dug in and heavily fortified. I need you to dig ‘em out, John.”

The short briefing from Star Paladin Hoar still ran through Johns' head, the sound of rain a constant reminder of the messed up climate. He’d fought super mutants all his life, every time it seemed as though they were eradicated – more raised their ugly heads. John wished he could kill them all.

His dull grey power armour blended into the likewise drab-grey concrete buildings of central Berlin. Bombed out and smoke covered since the great war, the city had seen its fair share of pre-war combat, same as everywhere.

Behind John were two squads of heavily armed and armoured shock troops from his own 30th. Rain pattered down and washed through the debris-strewn streets. He kept his eyes and laser rifle trained high up, watching for ‘mutie snipers.

They waited at the edge of a ‘T’ junction, opposite John was Knight-Sergeant Ronald Spiers, he beckoned frantically at a tracked Armoured Personnel Carrier. Its fusion-powered engine revved up loudly before it began to turn into the road.

The APC was a few meters long and two high, it had angled armour and a small turret mounted at the rear. It housed a missile launcher and a 20mm auto-cannon. The head of a young-looking man protruded from the commander’s cupola, the heavy machinegun he operated pointed threateningly at the windows of the buildings.

The street was fairly long, with the same concrete construction all along its length, two- and three-storey apartments stood like the gravestones of a nation. The APC rumbled down slowly for a few meters, flanked by armoured infantry on either side, it advanced on squeaky tracks.

“RPG!” The warning came from one of Spiers men, as they all scrambled for cover, a loud ‘bang’ followed by the roaring of a fast-approaching missile echoed off of the buildings.

The rocket was well aimed and hit the APC’s turret just in front of where the man had been, his body was lifted from the turret on a geyser of flame as the vehicles ammunition cooked off.

At the end of the street a large calibre machinegun sprayed suppressing fire down at them, the brotherhood troopers feeling like fish in a barrel.

John lay in a half-meter deep crater, as he began to raise his weapon to return fire, something landed on him. He prepared himself for battle, only to pause as he looked at the twisted form of a human face.

It was the soldier from the APC, a comrade to John. Although they had never met, John felt a surreal connection to him, the man blinked at John helplessly for a few beats – the sound of weapons fire escalating as more troopers Joined in the firefight before his eyes became cold.

The smell of singed hair and burned flesh was overwhelming, even through the filtered air system of his armour. He leapt up from his position and fired energy bolts down the street.

Green tracers from ballistic weapons and red energy beams filled the space between John and the supermutant positions across from him. John pressed forward and squeezed his armoured bulk into a recess between two buildings, bullets chipped away at his cover soon after, dirt and ricochets pinged against his suit.

John hastily reloaded, unable to move very fluidly in the cramped armpit of concrete, “Cover!” Trooper Wieczorek shouted with a heavily accented Eastern European tinge. She moved past John at speed, the gunfire that had been concentrating on him now followed her.

With an ear-splitting scream through their helmet-linked suit communications, Wieczorek shuddered as a volley of armour-piercing rounds opened up her suit like a can-opener. She fell backwards at the knees, flesh and organs visible through the sheared steel of her chest plate.

The ballistic exchange slowed momentarily as the mutants glutaral voices cheered at having taken out a “bucket-head.” Another APC rolled up, using the first as cover it fired its 20mm cannon, large orange tracer rounds whizzed overhead as a mixture of gunfire, energy bolts and grenade launchers reduced the ‘mutie position to rubble.

The relentless rain continued its assault, pattering against Johns armour and creating miniature splashes across the ground like a micro-scale gun battle.

He surged forward, running at a crouch he reached Wieczorek’s fallen form, she pawed at him as he grasped her shoulder pauldrons and heaved her backwards.

She murmured and cried out as he jerked her back toward cover, the several-meter journey seeming to last an age. He deposited her behind the deployed ramp of the newly arrived Personnel Carrier, a dark-skinned man wearing green and grey overalls emerged with a host of medical equipment.

Another man and a woman in the same uniforms joined him, they quickly performed an emergency-release on Wieczorek’s suit, causing it to fall away from her in pieces. They injected her with multiple Stimpaks and administered a dose of Med-X, a super-healing agent and a morphine substitute, respectively.

The last John ever saw of Wieczorek, she was being carried into the APC on a stretcher, an IV was being set up; John saw her eyes close, pale skin and jet-black hair matted with blood. The exit ramp slowly whirred shut, John led his remaining troopers through the concrete jungle for three more weeks, he lost many soldiers, including a part of himself.

* * *

A crack of thunder and strobing lightning broke John out of his stupor. The bat-ponies had set up a soup pot over the fireplace, a pony John recognised as Pontiac was using a small blade to slice vegetables into the broth.

John hugged his knees, the wetness from before having receded as the almost unbearable heat from the fire sapped all the moisture out of him. Another Thestral tossed some more logs onto the flames, keeping them alive, Lieutenant McKenna peered restlessly through a gap in the closed shutters.

John busied himself with adding new information to his personal database, he brought his left wrist to his face, his features illuminated in a grey-green light. He thanked a Thestral mare that passed him some soup, he ate while he wrote.



Princess Luna had been focused on tracking down the Changelings origin point, a topic that had caused zoologists to scratch their heads for many decades. Her sister had sent to her scrolls and a few tomes that detailed research data and notes on encounters with different species.

Her Griffonian was a little rusty, she held an open book, the cover made from the skin of another animal – the nocturnal Princess had long become accustomed to the brutal history of the Griffin Empire.

Their odd dialect and violent, jagged symbols represented a code of honour, the Griffin scribe who had written this was describing a creature.

“With skin like coal and eyes like fireflies,” she read out loud, a few of her Guards trying not to be too obvious in their eavesdropping, “a creature that hides in plain sight and feeds on the soul; be wary of…” she paused, the dialect of the writer making the translation a little trickier.

John had paused his own recording to listen to the Princess, “the one that changes its shape is a true ‘changeling’, it will mimic your closest friends without error.”

The entry on “shapeshifters of the hidden realms” was the earliest reference the Royal Canterlot Library had managed to find on Changelings, her sister had informed her in her correspondence.



“What’s that you’re reading?” John had forsaken his own writing in favour of the small book she held aloft in blue magic.

She didn’t look away from the scripture, her small scowl deepened as the recording seemed to fade into different topics. Possibly the Imperial Griffonian Archive would yield an earlier log – she would have her sister send a diplomat to request the sharing of information.

“We believe it may be the earliest written reference to the Changelings, this record is over two thousand years old.” She delicately closed the book and returned it to the satchel it had been sent in.

John looked impressed, “most of my species records only stretch back a few hundred years.”

She looked up at this, very much interested in learning more about the reclusive human, “with your level of technology we expected you to have a far longer history,” she frowned a little at the tidbit of information.

He scratched his stubble sheepishly, “over three hundred years ago – almost four hundred if you count the time I spent travelling here – humanity wiped itself out in a nuclear war.”

Luna couldn’t hide her sorrow for such a loss of life, “you split the atom? We always feared it would create weapons too powerful to control.”

John nodded rapidly, “’technology run amok’. It’s a little expression we have for mankind’s innovation outpacing its understanding. In their lust for power – a hunger to consume, humanity bled our world dry of its resources before obliterating it in a war that lasted only a few hours.”



He noticed he had the attention of the room, the only sound coming from the rain outside and the crackling fireplace.

“So where are you from in your world? Have your species recovered?” Midnight asked him from her position laying against his side.

He began explaining, “I’m from America. Although I’ve spent much of my life on other parts of the planet.”

Princess Luna looked a little puzzled, “this America, Is the name of your world?”

John guffawed, the as-of-yet unheard sound from him causing Luna to smile widely in fascination, ‘so there is emotion underneath all that metal.’

As if sensing the thought, he stopped. “No. I come from a planet we call Earth; it has six large landmasses which we call continents, one of the these is called America,” he said it slowly, “I was born in North America.”

Princess Luna held a small notebook out of sight, she wrote everything down, she had a friend who would be most interested in what John had to say.

“What are the others called?” She paused writing and looked at John expectantly.



He shuffled side-to-side with his legs crossed and looked off to one side in thought, “Antarctica, Africa, Europe, Asia and Australia.”

“Interesting,” she said a little distractedly.

John drank from his canteen, “What about Equestria? I’d like to know more,” he began writing in his pip-boy once again.

She began describing it with hoof gestures, “Our world has one large supercontinent and a few smaller landmasses off its borders, we call our home Equus. Griffonia is across the sea to our west. In the north is our planets frozen pole, also apart of Equestria.

“To the north-east lay the Deer Hegemony in an area a third of Equestrias size.” She looked excitedly at John as she discussed a favoured subject of hers, “head south far enough and you shall encounter the Zebran people – a large collection of tribes of striped ponies.

“South-west, the Minotaurans occupy a populous nation spread across volcanic islands. Mixed across our multiple and diverse lands are several nomadic tribes and species, off our west coast can be seen a chain of active volcanoes, here be dragons.”

John tried to hide his surprise at the multitude of different species occupying their world, he turned to her new question.

“Are their many species on your world? What are they like?” she asked, Clearly exuberant.

“No.” He deadpanned, “its just us,” he gestured up and down himself.



Luna began to speak but became quiet as a loud repetitive knocking came from the saloon entrance. All heads turned to the door, John gripped his laser pistol tightly.

Two Thestrals huffed as they shifted the bookcase from the doorway, Major Kodiak and three Thestrals returned, absolutely sodden, causing everyone to relax.

The bulky Major didn’t break eye contact with Princess Luna, “Changeling scouts were intercepted by our perimeter patrol – they practically fell into each other in the bad weather.”

She stood, “Any idea what they were doing?”

“Out for a stroll?” John injected humourlessly and received a frown from both mares as a result.

“They had some pony captives with them, a few mares and a stallion. The Changelings started executing them once they were engaged, but we managed to keep one alive, barely.”

“Where are they now?” Luna asked hurriedly.

“We’ve got her in the building across from here, you should hurry – doc doesn’t think she’ll make it.”



The Major turned to leave, Luna followed immediately. John got to his feet, the three Thestrals leaning on him quickly scrabbling to join him.

Luna and the three Thestrals hastily gathered weapons, foregoing their armour, as they departed into the hurricane winds, he bypassed taking his suit which was coated in mud and grime.

Luna activated a spell that cast a blue bubble around them, they had to huddle close together to fit inside of it. The winds reduced to nothing and the rain was unable to penetrate the magical barrier.

After a few seconds of shuffling, John pipped up, “why didn’t you just do this on the way here?”

She continued looking forward, “It is quite taxing; we can keep this up for a few minutes and cover only a limited area."

The decking of the house and storefront they walked onto was a clone of many of the other buildings here, wooden planks nailed onto a timber frame.



As Luna’s shield spell ended, John and the others were nearly torn from the deck due to the suddenly restarted wind. Inside the single-level home were a dozen guards of both regiments.

There was a palpable tension present, in stark opposition from the saloon – several guards wore armour and were still wet.

A small log stove provided a little warmth. Two Royal Guards with white bands on their upper forelegs were gathered around a dining table, their fur splattered with blood, they watched on grimly as a pony wheezed atop the makeshift gurney.



Their entry broke the silence, the wind causing the door to slam against the wall. Midnight and John heaved it shut and he slid a bolt into place.

The sound of the bad weather was greatly diminished once inside, they approached the table causing the other guards to step back.

The mare blearily looked up at them, her haggard breathing hitched as she spied Princess Luna for the first time, “Princess,” she wheezed and coughed.

“We art very sorry for what has been done to you – please – we need you to be strong. Tell us what happened here.” The blue monarch leaned in close, her voice barely above a whisper.

The room was dimly lit, the flames from the stove cast little shadows that danced and weaved across the walls, like Zulu warriors on the horizon.



The wounded mare raised her head, she had dark yellow fur and a short dark mane. Her wounds were extensive and John winced internally at the damage. One eye was bandaged and it wept dark red, one rear foreleg was partially removed and heavily bandaged. Both front legs were wrapped up tightly in makeshift splints – indicating broken bones, in addition to the multitude of bandages across her torso, her wheezing voice a sign of a collapsed lung.

“They came out of nowhere, we were in the fields west of town, we tried heading for the Mackintosh Hills but they ambushed us. Chased us further west – I thought I’d died but woke up here,” she croaked.

Johns voice stole the attention she held, “what do you estimate the enemy’s strength?” His arms were folded.

Her one good eye switched to him over Luna’s shoulder, it was bloodshot, hopeless and strangely devoid of life. The look a person gets when they’ve seen too much, a look John sometimes imagined he had when he looked in the mirror.

* * *

Buttery Biscuit held the strange creatures gaze for a moment, its cold blue eyes seemed so very small. She inhaled as deeply as she dared, causing fresh pain to blossom in her chest.

She knew her time was short, she was feeling weaker by the second. Her ears rang despite the relative quietness. She tried imagining happier times, in her final moments she wished more than anything to be surrounded by her family and friends. Tears escaped from her one good eye which was scrunched tightly shut.

* * *

The day had begun like any other, Buttery Biscuit had woken to another beautiful morning on the sound of roosters calling. The pre-dawn air bit into her sleep-filled eyes, but she relished the feeling of fresh air entering her lungs, invigorating her.

“Be sure ‘an check on them cows, ‘Butters!” Her mother called.

She was next to a pair of grain silos, “Sure thang, mama!”

She made her way toward the dairy barn, they had a dozen cows that lived with them, providing their milk in exchange for shelter and food. A pact that the majority of the bovine species undertook with not only Equestria but other nations as well.

The sky was lightly speckled with stars, a blend of night and day, a crescent moon was low on the horizon. ‘Butters skipped a little merrily through fields of wheat and barley, the soft bristles tickled her sides as she moved.

The two-storey accommodation had been painted just last season and was a vibrant red with white trim, the nicest barn in all of Appleloosa.

She spent the next few hours milking cows and feeding them, dozens of buckets were decanted into clay pots – her sister Butterscotch carried them two at a time for their wagon, to be sold at the market later that day.

Once the supply of dairy had been exhausted, together the Butter sisters pulled the cart to market and began selling their produce, it was only just getting light when the customers started flooding in, jockeying for the best milk in the region.

This hubbub was interrupted by a commotion and screams carried on the wind, fires rose into the sky – and ponies nearby began to panic.

“Butterscotch – break down the stall – hurry!” She began rolling milk jugs for their cart.

Her sister grabbed her and shook her, black figures dotted the building in the distance, “Leave the Celestia-dammed thing! If we don’t get out of here, we’ll be killed or worse!”

Butters’ fought internally with her fight-or-flight instinct, the desire to flee won out and wordlessly they joined many others in galloping away from the market district and back toward town.

‘Refugees,’ the word rang hollow in her head as a few hundred pony stragglers evacuated Southwest toward the fishing town of Blackwater. Sounds of Changeling wings broke the calm of the day for the second time, screams at the rear of their loose formation causing those at the front to enter a fast trot.

Under the yellow sky of early morning and over ground covered with wet mud Changeling warriors made straight for the thick of the column, ploughing up and down, killing and crushing with their thick, armoured hooves.

Almost simultaneously massed Changeling airwings peeled away from the ground units to hunt down and massacre civilians fleeing for the refuge of the hills. Forelegs held high in surrender the Changelings sliced off with their sabres, before feeding on the dying.

The killing in this pony hunt went on for several hours and a new round opened on the banks of the river Long Mare, where the survivors of the collision of the refugee column with Changeling troops dragged and fought their way.

* * *

She allowed herself to gaze at the morose-looking ponies gathered around her, the strange tall creature’s expression never altered, his gaze was calculating.

Her constant talking had sapped her last ounces of strength and she felt herself succumbing to what felt like the last slumber she would ever endure. She gladly awaited the embrace of the Elysian Fields.

* * *

Her body became still, the atmosphere of the room awfully silent, one of the pony medics checked her pulse with his hoof, he stared at John and the Princess and slowly shook his head.

Luna spoke softly, “once the weather permits it – bury her.”

He nodded, the pair of stallions began covering her with a blanket, no one spoke.

“So, what now?” John asked.

“Have some compassion! That poor mares just died, we should hold a moment of silence!” The outburst from a young royal guard mare caused a few of the nearby guards to join her in frowning at him.

His arms remained crossed and he didn’t let up, “every ‘moment’ we spend not tracking these bastards down is another ‘moment’ they get away from us; another ‘moment’ they can use to kill more of your people, so it’s your call.”

Her frown deepened, but she didn’t reply.

“He’s right, we need to hurry up and catch up to these rutters,” Midnight added.

“In this crap?!” A Royal Guard added, peering out a window. Lightning flashed and thunder threatened to shake the house apart, “you’ve got to be kidding me!”

Luna frowned at her hooves, the turmoil inside her made her blood boil, “Enough!”

The booming shout made them all wince and they all took a step back. She heaved a breath, “Major, you’re in command of the 1st and the 7th – have them prepared and checked out. I shall write yet another letter to my sister to see if anything can be done about this rogue weather.



“Commander Maxon, Lieutenant Midnight – I want you to take a strike team – head west toward Blackwater, it’s a small town that runs parallel to the river Long Mare. Brave this weather and report to me,” she gave a small blue jewel to Midnight, “using this. It is voice activated, say the words ‘semper dicere verum’ and we shall be able to communicate. It has limited range, so get as high as you can before you use it.”

Those in the cabin separated to complete their assigned tasks, Princess Luna and Major Kodiak disappeared deeper into the town, hounded by barrages of rain the entire way.

Midnight and John returned to the saloon, “gear up!” She bellowed at the Thestrals gathered there. They responded immediately in a flurry of practised movement, armour was reattached and travelling equipment was distributed.

John assisted the fur covered Lieutenant don her own protective gear, he used the flat of his palm to apply pressure and drew straps closed, she nodded at each segment indicating it wasn’t too tight.

“Okay ears up! Princess’ has ordered a strike team to head into Blackwater, we’ve got fresh intel of Changeling activity there so we’re going to scope it out.

“I’ll lead, the Commanders coming as our heavy-hitter,” she looked around at the collection of Thestrals, two dozen in number, “I only need a small team – Goldenrod, Whip,” she counted off the names and the ponies moved into action.

“I’ll also take Crystal Hoof, Clementine and Windrunner,” three other bat ponies took supplementary spears and daggers.

John headed back into the rain, it had lessened slightly but was still relentless. He carefully inspected the heavy ordinance on his suit. Checking his inventory, he had a laser rifle, several grenades, his laser side-arm and plasma backup side-arm, as well as the plasma sniper rifle. The fat man tactical nuclear catapult rested across the armours back, shoulder-to-shoulder.

After entering the suit, he stored the laser rifle in a hip compartment, the armour moved and wrapped around it, holding it in place. He lent down and hefted the Gatling laser into his servo-assisted grip.

The six-pony team exited the saloon and paused to marvel at his new arsenal. The rain clung to them and seemed to defy physics by rebounding off their cloaks.

Despite being unable to emote outside of his suit, one of the new guards seemed to pick up on it, “if we’re going to be in this storm for a while, we decided to use an ‘anti-precipitation’ spell, we’ve got a bunch that are pre-cast in the form of gems,” she flashed him a Fang-dominated grin and revealed a knapsack filled with coloured stones. John hummed curiously but said nothing else.

“Okay mares and stallion, let’s move on out.”



He stomped at a jogging pace westward according to his compass, the Thestrals taking to the air and gliding alongside him in a loose formation.

The rain became less severe the further west they headed, an hour and a dozen kilometres later, a large boulder became a point of rest in the otherwise featureless landscape.

The showers had succumbed to light spittle, the bat-ponies circled before landing, their cat-slit pupils were expanded. Darkness surrounded them, the slight whiteness of early morning appearing in the distance.

“How much farther?” John asked, his voice tinted with a mechanical whir.

Midnight consulted a small map, “We’re about three hours away at our current pace, we should be there just before dawn.”

“Okay,” he said, “let's go.”

* * *

Princess Celestia had lived for hundreds of average lifetimes, she had witness things many couldn’t comprehend. One thing remained a constant and that was a politician’s ability to argue on practically any topic.

The Monarchy had ruled Equestria for centuries, with Princess Luna and herself acting as heads of state. They technically had ultimate control, however in recent times to appease international and internal interests, they had formed a council of ponies to make decisions in their stead or in times of crisis. They also had a say in larger political moves, including mobilising large amounts of their military – even at the direct order of one of the monarchs.

Why should we send more of our sons and daughters to the chopping block when we can simply recall them here, to keep us safe!” The blustery voice of Sir Woodland Sanders punctuated his most critical points in a thick southern drawl.

The piercing voice of Thorn Bristle responded immediately, “how can we expect them to keep us safe with those abominations allowed to roam free?! We need to send our best troops out there to help our Princess in her quest!”

The Colonel huffed in mock humour, “please mare; don’t remind me of our Princess’ constant need to get herself in over her head – you only need to pick up a history book to see this is just her nature!”

Princess Celestia sat in her courtroom, the large circular chamber had marble carved walls accentuated with spiralling support pillars and bedazzled with gold detailing. Her sun decorated every possible surface as her Honour Guard stood a silent vigil around the room.

Spreading around from her throne were rows of benches, hundreds of smartly-presented ponies bickered loudly to be heard over each other. Her royal aide Fantasia, pink coat and white tail and mane immaculate as ever, adjusted a clipboard she held in her magic.

“The court recognizes Sir Woodland Sanders,” she announced loudly enough to mostly still the bickering nobles.

Celestia was many things, but hard of hearing was not one of them, “please, repeat what you just said, Sir Sanders.” Her eyes narrowed at him and he seemed to sweat a little in contemplation.

“As ah was sayin’, I mean no disrespect – but your sister must be held accountable for her actions! She can’t just gallivant around as she always has! She makes a mockery of the crown and this council.”

She couldn’t decide if she disliked his words or his voice more, “I would like to remind you once and once only; never speak ill of my younger sister again or I shall have you imprisoned.” Her voice held its usual kindness despite the venom in her eyes.

He remained standing but his eyes went wide at the threat, he sat down quickly, “councillors I value your input – that is why I brought this to your attention. Equestria wants results. Equestria wants my sister supported unconditionally. Were our places reversed you would have sent the Calvary long ago.”

She levelled an uncompromising look at the shrinking noble ponies, “Now we can make some decisions. Firstly, how were the Changelings able to penetrate so far into our borders without our knowledge?”

Another stallion stood up, “the chief of national security, Wild Strikes, has the floor,” Fantasia announced.

He cleared his throat, “Princess I accept full responsibility of the failure to detect the Changeling invaders.”

“What in the blazes are you doing?!” Sanders outburst drew many more cries of outrage from those that shared in his beliefs.

“Ponies are dead, Sanders! Its time for me to step down,” he returned his gaze to the Princess, “will you accept my resignation?”

She didn’t fully believe it was his fault, the ponies before her had split into two main groups; those that she suspected had their own interests in mind and those that supported her leadership. Wild Strikes had just gifted her the opportunity she needed to help her sisters Expeditionary Force.

“Very well, I accept. You are hereby relieved of your position and stripped of your title.”

The stallion nodded and sat back down with a look of finality. “We are therefore in need of a new Chief of Security,” the council mares and stallions started shouting loudly for their favoured representatives to be summoned, “Colonel Amethyst, I call upon you to serve,” the only Thestral present received a few jeers and a few cheers from the frenzy of voices coming from around the room.

“Be quiet!” A royal guard stallion shouted, his voice echoed causing the cacophony of voices to become silent.

She stepped forward, her ceremonial black armour adorned with silver and blue metal seemed to absorb much of the room's light, “I accept, your highness.” Her smoky voice reverberated around the now quiet chamber.



Celestia’s mouth flickered into a victorious smile, “excellent, as the Chief of National Security, what are your thoughts on the situation?”

The newly appointed Chief walked from her seat at a small side table to a podium at the centre of the room, “the crown recognises Colonel Amethyst, Chief of National Security,” Fantasia’s honeyed voice seemed to sooth the council members into complete silence.

“Council Members, Princess Celestia, I fully support the reinforcement of the Lunar Expeditionary Force,” before she’d finished the ranks of the council erupted into cries of support and opposition.

Celestia grew weary of this politicking, while they argued, her sister spent more time understaffed with troops and supplies. The extra Royal Guard’s she’d ordered, in confidence, for Major Kodiak to depart with relived some of her worries, albeit a small amount.

She ignited her horn, the pulsating wave of energy it discharged swept through the room like a speeding locomotive. It caused the council to become eerily silent and still at the display of magical energy.

“Please continue, Colonel,” her dulcet tone acted in a juxtaposition of power and kindness.

“I propose we reinforce the position at Aylesbury, we use it as a Forward Staging Area for future deployments into the region. We need to protect our borders – failure to do so will be viewed as a sign of weakness by the other nations.

“A single division would be suitable – we’d need a field hospital and a landing strip at Aylesbury,” she lifted a few files with her hoof, “the Appleloosian territory needs to be secured and I’m of the opinion we should send a minimum of one battalion to each frontier town to bolster their minimal security force.”

She flicked through more papers and reports, “in synchronicity we should prepare an assault force to put an end to the Changeling hive once and for all.”

She looked up at Celestia expectantly, “so I should get to work, Princess – if there’s nothing else?”

‘Ah, military punctuality saves the day,’ she thought, “very good, Colonel – get it done. You have my full support.”

The middle-aged mare slunk away from the podium and seemed to vanish into an adjacent corridor, the large wooden doors not making much sound.

“Council adjourned – you shall be recalled if anything important is revealed, smaller information will be made available via courier,” Celestia decreed, stepping down from her dais, her guards escorted her to the royal library.



Once secluded inside, alone, she began writing a letter. Reinforcement would take time – a few days with the added logistical problems caused by the rogue weather. She had some nondescript friends in the Griffin empire who owed her a few favours.

’Phaeton,

I am writing to you both as a friend and as a Princess of Equestria. My sister is in desperate need of military support. I know you and your band of outcasts are not concerned about the reason for the fight; only the fight itself and money.

I need you to bring as many fighters, food and water as possible to my ponies in Appleloosa. Fight alongside them until victory is achieved and I shall forget about the life-debt for which I am owed. Please move as quickly as possible and be prepared for heavy combat.


Your friend,

Princess Celestia of Equestria

She stamped it with a wax seal. The gold imprint of the Equestrian coat of arms was in the shape of the three pony races crossing a pair of crowns, backed by a wreath.

The letter folded itself, coated in her golden magic, before entering an envelope and being shrouded in gold flames.

* * *

Princess Luna seethed internally as if the loss of her own troops in the last few days wasn’t enough; the Changelings still roamed her lands and harassed her ponies. She felt a little powerless, the blasted bureaucrats and noble ponies were a constant thorn in her side.

Many of them had the nerve to demand to her sister that Luna and her Expeditionary Force be recalled, that the guard be used to shield the “vulnerable capital.” It made her blood boil.

She felt great sympathy for Celestia, however, she had far more patience when it came to politics than Luna ever had. She much preferred the mud and guts of the frontline to dealing with the asinine demands of her countries most important.

‘Self-loving asses, the lot of them.’

Her request for emergency weather recall via Royal Decree had been approved without question, the Cloudsdale Weather Control already reining in the storm to a more acceptable overcast sky and light drizzle.

She rescanned the reply her sister had sent, the letter as hastily written as Luna’s had been. It foretold the summary dismissal of their chief of national security, at the bequest of the Canterlot council, he had been replaced with a colonel of the 27th Thestral Legion.

Her first act as chief had been to secure reinforcements, bound for Luna and her Expeditionary Force, ‘finally,’ she thought.

Celestia had more good news, she had sent a message to a Griffin who was the leader of a mercenary band. Luna didn’t agree with killing for money without cause, but she’d take what she could get and wouldn’t complain too much.

As daylight started to shine through the cloud cover, illuminating the world, she watched Thestrals and Royal Guard ponies escort the survivors of Appleloosa toward the east side of town.

As the weather had eased up, her guards had managed to explore more of the area. At first finding only fledgeling survivors, before hundreds of refugees emerged out of their hiding places.

They now marched in long columns, they would be extracted toward Aylesbury, her sister informing her it would become a forward operating base.

This was a good start; however, it would still take a few days to mobilise the necessary troops and materials for the scale of a campaign the Lunar Princess had in mind.



Lieutenant Pontiac approached, “Ma’am,” he sounded like he belonged in a western.

“Yes, Lieutenant?” She hid her smirk at the thought.

“The Major has linked up with Captain Ivory to sweep further westward. We’re in control of the area and haven’t come across any opposition so far.”

“Good to hear. Please inform the Major that we shall receive reinforcements in the coming days.”

He nodded, “Aye, aye.”



She took long strides further west of the town, she marched past her ponies, they looked up at her with a mixture of emotions, an old mare muttered a phrase of support.

“Go git’ em, Princess.”

She paused to lock eye-contact with the mare, Luna nodded once before continuing forward.

* * *

“Lieutenant, bogies inbound!” The warning was whispered by Windrunner as he rushed behind a defilade they were using as cover.

They had broken out from the cloud cover of the overcast sky, the land changing from desert sand and mud to rocky green. Clementine informing them they were close to the river Long Mare, now in an area labelled as ‘The Wilds.’

“Cover up – be ready,” Midnight answered.

The half dozen Thestrals drew their weapons, spread out over several meters – John crouched at the groups middle.

The sound of giant fly wings filled the air, the standard prelude to a massed attack. John prepared himself, his armour overloaded with heavy weaponry, he held his Gatling Laser tightly to his armoured torso, its barrels pointing skyward.

The first Changelings emerged into the crevice with the trapped ponies, they were quickly dispatched with precise jabs and slices delivered by the bat-ponies.

John waited until they were closer still, in his left hand he gripped a fragmentation grenade. More single Changelings died, building up a small wall of corpses. He counted to ten before leaping over the pile of bodies.

He charged up his Gatling laser and tossed his grenade in a high arc. It flew up and over, landing amongst a group of Changelings, they were the more serpentine, elite cast members – harder to kill and better fighters, John noted.

The explosive detonated, the shockwave killed many of them, separating limbs and shattering bones, the muffled whoomph sound followed by the shrieks of the dying as shrapnel perforated those not killed instantly.

He let loose with his Gatling laser, the multitude of black bodies between him and his destination being cut down in a hail of laser fire. The sheer volume of energy projectiles created scorched glass patterns in the ground.

He kept the trigger depressed for a solid fifteen seconds, sweeping side-to-side. He released it, the only sound came from the light breeze. Not a single Changeling remained alive.

The Thestrals rushed forward and joined him, forming into a fighting line, “save some for us would ya?” The humour not present in Clementine’s voice a sign of her surprise at the quantity of dead in such a short time span.



In the distance shimmering in the haze of the morning sun was Blackwater, the length of the river dotted with trees and shrubbery. Behind the town was a single isolated mountain that rose above the surrounding landscape.



“Move out – into the town, stay low and stay close,” Midnight scanned the edges of the settlement whilst she spoke.

John took the lead, he thundered toward Blackwater at speed, the six Thestrals spread behind him advanced at a fast trot.

The terrain was mostly flat, a few small hills and dips in the land provided cover for the small team. John had a swaying gait to his movement due to all the ordinance.

He leapt into a natural trench sending mud, grass and a few centimetres worth of water splattering out. The others joined him, they were a few hundred meters from the town – it was desolate.



“John, check it out,” Midnight ordered, John obeying as he sprang from the defilade and entered into a dead sprint, he quickly cleared the distance. A gust of wind blew dirt and detritus through the empty streets.

He kicked the door of the closest building down, it flew off its hinges and banged loudly against the opposite wall. A high-pitched wailing screech built up from deeper in the town.

John stepped back into the street, ignoring the empty structure. Suddenly dozens of Changelings massed from seemingly everywhere.

He gaped at the sheer volume of hostiles, they swarmed into hundreds and then thousands before his eyes. The crescendo of buzzing wings so loud he had to mentally instruct his suit to muffle the sound.

He began firing into the swarm, he raked laser fire around and across the growing airborne blob. So many Changelings now a part of it that it blocked out the mountain and much of the surrounding skyline.

He felt tiny as the Changelings loomed over him. His weapons fusion core ran dry – it was capable of holding thousands of shots – now depleted.



He moved as fast as possible and really shifted; the few hundred kilograms of suit powered by a TX-30M Power Pack able to propel him at speeds in excess of forty miles, or sixty-five kilometres per hour.

As he reached the Thestrals, he noted he’d escaped from the swarm – he turned to look back and regretted it, the thousands of Changelings advanced overwhelmingly.

“We’re so dead!” Crystal Hoof screamed to be heard over the roar of oversized fly wings.

“I have a plan – take this and learn fast,” he handed the now reloaded Gatling Laser to Lieutenant Midnight, leaning it against the ground, he manhandled her toward it so she lay on her front.

“Use your leg to squeeze this part,” he indicated the trigger of the weapon, “fire in short, controlled bursts – go!”

To her credit she began firing instantly, the quick snippets of energy fire sapped a few bug-horses at a time from the throng of creatures.

“Come on form up,” he waved frantically, drawing out a line along the edge of the defilade. The other Thestrals mimicked the Lieutenant, waiting to be armed.

He passed his laser rifle to Crystal Hoof, “brace it against your shoulder – single fire, fire at the swarm!”

A growing shadow fell over them as the Changelings pushed through the withering weapons fire. They returned fire using green energy blasts, they weaved and bobbed as Midnight changed targets each time a specific area ejected more magic attacks than the rest of the swarm.

He gave the pair of energy side-arms to Frosted Whip and Dark Goldenrod, “legs extended – hit those that get too close!”

He stepped over the prone ponies, finally reaching the last two Thestrals, “keep firing,” his booming voices bolstered the Thestrals as they poured energy bolts into the massive concentration of black parasites.

He put the plasma rifle into the hooves of Clementine, “this is such bullshit!” Her eyes were worried looking as she frantically inspected the sleek plasma weapon.

“Less bellyaching and more shooting!” He quickly showed how to use it, spiralling energy bolts were deflected off of his energy shields.



He looked at the as of yet unarmed Windrunner, he shrugged his shoulders, the Thestral copied him and just lay there while the others continued to fire.

He lifted his fat man launcher off of his back, strapped a mini nuke into it and took a knee to aim it at the swarm’s centre. Masses of obsidian bug-horses were now reaching within a few meters before being killed by the volley of weapons fire.

He fired, ker-chunk.

The miniature atomic bomb whistled as it soared over the void between the two forces, John tossed the catapult into the bottom of the defilade – quickly following it, he scrambled to get low.

“Down – get down!” He shouted at the top of his lungs, dragging each Thestral backwards into the hole with him, he had them semi-tucked underneath his kneeling form.

There were a few seconds between them laying in the mud and dirt to the explosion. John always forgot the feeling, your skeleton rattled, the ground shook and trembled and an overwhelming heat washed over you.

A few of the Thestrals screamed in fear, “close your eyes!” He growled back at them, his own clenched tightly shut, the explosion so bright that he could see the outline of their bones through his eyelids.



The explosion lasted several seconds. John felt confident enough to look, he leaned into a kneeling position, before standing.

The ground between them and Blackwater had been blasted flat, a large crater now occupied the towns eastern side. The line of buildings had been heavily damaged and many now burned.

It began raining bodies; he’d never seen anything like it. Debris and chunks of scorched earth crashed back to the ground along with hundreds of dead Changelings.



The Thestrals with John had also crawled into a position to see better, their faces showed fear and disbelief, “come on,” he began as he plucked the discarded weapons off of the ground, “we need to get out of here – more bugs could show up.”

The bat-ponies slowly began to move, ensuring they had collected their own weapons before they followed John. Their exit was slow at first, the Thestrals kept looking back to gape at the still present mushroom cloud that stretched into the brightening sky.

“I’m glad you’re on our side,” Midnight mumbled quietly almost to herself, the confidence she always emanated had disappeared.

John remained silent, he regretted having to resort to such powerful weaponry. He plodded along, the Lunar Guards arrayed around him as they slowly made their way to an area of high ground.



Lieutenant Midnight plucked the communication gem from within her armour, she held it up to her mouth before quietly repeating the activation phrase, “semper dicere verum.”

The cold red gem began to glow, nothing happened for a few seconds, “Lieutenant. Report.” The Princess’s voice came through with a strange energy tinge.

“Princess, we’ve reached the town of Blackwater, we encountered masses of Changelings, maybe thousands,” she paused to glance warily at John, “Commander Maxon repelled the attack using a weapon that destroyed all of them in a single blast – I’ve never seen anything like it, ma’am.”

John interrupted, “Princess, this is Maxon,” his experience with human communications tricking him into using radio-speak, “we’ve neutralised a large enemy force and caused major damage to the east side of town, how copy, over?”

The Lieutenant merely squinted in curiosity at the strange words as a crackle answered back, “we understand you, commander – have you located any civilians?”

“Negative, no civilians. The weapon I’ve used has released dangerous energies – they’ll take a few days and some good rain before they disappear, break.

“Request permission to head into the town alone, my armour will keep me safe, over.”

Midnight’s head swivelled side-to-side in disagreement, but she remained silent, “permission granted. Be careful and quick – in another day I’ll have reinforcements at your position, for now, we’re too preoccupied with the influx of civilian refugees – the entirety of Appleloosa seems to have been displaced.

“Lieutenant, I have a mission for you. Head north toward Ghastly Gorge, we suspect this could be the site of the Changeling hive, given the area they are able to operate from and the response you’ve just seen.”

“Yes Princess,” Midnight didn’t look terribly happy.

“John, once you’ve had a look through the town, I want you to join them, we’re getting reinforcements soon and we can mobilise a large attacking force. But we need to know where to send them, good luck and be safe!” The gem became cold and the crackling energy sound dissipated.



“Okay Lieutenant, take this,” he handed her a laser pistol, “just in case.”

“I can handle myself,” she puffed out her chest.

“I know, I’ll see you soon,” he turned and stomped off toward the town, as he passed through the detonation site his pip-boy’s Geiger counter began clicking, indicating medium levels of radiation.

He stretched his shoulders by rotating them, lifting the Gatling laser he held in a gyrating fashion, before moving deeper into the town. His life-signs detector signalled to him that the Lieutenants team had moved out-of-range, he was alone again.

* * *

The hive mind doesn’t feel, it doesn’t care or know why it exists, it simply does. The queen controls all, directs and motivates those under its thrall for the benefit of the hive. All else is of no importance, no significance. The hive learns from all it touches, experiences from one is shared instantly across the link.

The soldier had witnessed the attack from the ponies and their armoured ally, it had seen the reclamation and had need to tell its beloved mother-queen.

Strange energy had separated the connection to the link, it needed to get back, the silence deafening, maddening. It chittered in pain and discomfort as it scrabbled through the waxen corridors of the hive.

It descended lower, many of the soldiers that once roamed these great halls now out foraging for more food, they had lost a great number at the town called Blackwater, numbers that would need to be replaced.

The soldier scurried into the nest-room, the smell of freshly laid eggs gave it new strength. It kept its gaze low, the form of its queen suspended in the air by tendon-like wax and mucus.

Her large form sent a jolt of admiration across its spine, the soldier bowed before her, hoping to be deemed worthy.

“Riiiiiiiiise,” the lengthy word echoed across the room and the link, the soldier felt relieved that he had its connection restored.

It stood, still keeping its gaze low, the queen had a massive abdomen that swelled with eggs. The soldier’s blue eyes swept over the blind workers that ferried the eggs from her laying area to incubator rooms deeper within the hive.

“My queen, I have witnessed an attack on our soldiers, unprecedented in power, many were killed.”

The queen hissed loudly and writhed in anguish at the loss, “hooooow?” She breathed in a wheezing, echoing noise that reverberated around the egg-room

“A new creature, made of metal, is with the ponies, my queen.”

She grinned at the news, rows of clear, saliva covered teeth being displayed, “We shall send an infiltrator – come forward my child,” she beckoned with a small arm that jutted out from her torso, between her vaguely pony-shaped legs.

The soldier eagerly walked forward, it wasn't capable of love, but what it did feel was the equivalent.

The queen’s hole-dotted horn flashed green, she wheezed in ecstasy as she lifted the soldier off of the ground and sapped the life out of it, tossing it aside and down a small chute that led to the feeding room, its flesh would be used as fuel for the next generation of drones.

Her eyes rolled back as the feeling of a new round of egg-laying overwhelmed her, the many dozens of little black blobs were carefully extracted from underneath her.

The link shuddered with the feeling of their queen’s euphoria, they would carry out her will without question, her conquest for reclamation of the surface would continue unabated.

The infiltrator drone in a chamber above hers flashed into existence, its sleek strong body had no distinguishing features of gender, its form was utilitarian and could be moulded into any shape to trick those that it desired into believing it was a friend.

It ascended to the surface to secure passage toward its goal, the sky bright, the town of Blackwater lay below it, the infiltrator would locate the steel-one and trick it, as it had done so countless times.

The drone took a pony form and leapt down off a ledge, moving toward its target, it would complete its mission. For the glory of the hive!