Of War and Friendship

by DocDelray


Breaking in is the easy part

The afternoon sun hung high overhead, the faint rays of light able to escape the overgrown cloud cover illuminated the ground below. Epsilon and their allies had made quick progress through the forest to make as much time as they could to reach the base of the mountain. The mix of Aliens and Ponies alike approached the unattended sewer grate with caution, expecting a Deathwatch ambush to be waiting for them as soon as they exited the tree line.

Gallant made his way to the grate, his horn glowing, “Give me a minute, I’ll have the lock off.”

Large metallic fingers reached past him and gripped the bars tightly. With little to no effort, Traycn tore the aged grating off its hinges, tossing it unceremoniously over his shoulder.

The Unicorn Guardspony gave an annoyed sigh before glaring over his shoulder at the mass of weapons and armor, “Or we can cause more damage to our besieged capital, that works too.” He snarled.

“Sorry ‘bout that, Sergeant, but we’re in a bit of’a hurry if ya’ve forgotten,” Kad reminded him before pushing past and into the tunnel. Keeping his saber at the ready, he made his way into the tunnel, his visor’s various vision modes and motion tracker scanned the area. Once satisfied, he moved a bit further coming to a large open area, “Okay folks, all clear.” He alerted the rest of them over the com before alerting the other teams, “This is Uppercut broadcasting on all channels; we’re in. All other teams, status report, over.”

Dash’s voice came in first, loud and eager, “Cloud Eye here, over top of target now, nothing to report yet, over.”

Next came Rarity, “This is, ugh, Sucker Punch, ready and waiting for signal. Honestly, I don’t see why we had to get stuck with such a vulgar code name… Over.”

Finally Kell spoke up, “Ghost Team is in position and ready to move, over.”

Behind his visor a satisfied smile came across Kad’s lips, so far everything was going according to plan for a change, “Ghost Team, start climbin’, break. Cloud Eye, report anything that looks out of the ordinary, break. Sucker Punch, begin operation underhanded an’ stop complainin’ ‘bout your code name. Out.”


“Affirmative, vod. Ghost Team out.” Kell stated before giving the steep vertical rock surface he had and his comrade were going to have to scale, “So, you ever gone rock climbing, kid?”

Arkanna was busy loading up the ascension gun strapped to his gauntlet, “I grew up on Dxun, sir. I’ve climbed quite a few trees; never tried a mountain, though.” As soon as he felt the weapon was ready he turned his visor towards his superior, “What about you, Staff Sergeant? Ever done something like this during all those crazy adventures you guys are famous for?”

“Hah! Had to climb a sky scraper or three,” Kell joyfully recalled as he gave his own rappelling equipment a quick once over, “That counts right?”

“Whatever you say, sir,” Arkanna replied before firing his grappling hook up the side of the mountain. A satisfied grin came across the young warrior’s face as the metallic end of the seemingly endless length of liquid cable finally hit the rock surface he’d been aiming for. Powerful hooks sprang from either side of the grappling hook, digging deep into the side of the mountain before a drill built in for extra security bore deeper into the rock securing the rope. Arkanna gave the rope a few test tugs before he felt happy enough with it to start the very long climb.

Activating the retraction for the cables, the pair started the climb beneath the palace. The lack of combat had one unfortunate side effect for Arkanna, his mind began to wonder back to the village, back to what she’d said, ‘Ni kar'taylir darasuum gar ti an ner kar'rta,’ His mind kept replaying her words, that look of pride on her face, no hint of doubt in her eyes, “Did she really mean it…” He muttered to himself.

“She sure looked like she did.” Kell stated as he ascended alongside him.

Beneath his helmet, Arkanna’s face had become bright red with embarrassment, “I uh, I didn’t mean that, I meant-“

“Rookie, stop making excuses, will ya?” Kell chastised him, “The girl just confessed her love to you. You gotta man up, son.”

“I… I know,” He sighed shaking his head, “It’s just… I’ve only known her for a week, how could she feel so strongly?”

“I dunno man, maybe things work at a different pace on this planet,” Kell fought hard to keep his tone as serious as he could, smothering any urge to burst into laughter as his younger comrade continued to squirm, “She even went outta her way to learn the Mando’a to say it, to boot. Girl seemed pretty serious.”

Arkanna fell silent for a moment, the rushing wind and grind of the retracting rope filling in the gap, “Yeah…”

“So, you like her or what?”

Behind his visor Arkanna smiled softly to himself, the answer came easily to him, “Yeah, yeah I like her.”

“Then what’s the problem, kid? Tell her how ya feel when this is all over.”

He looked between Kell and the rest of their trip up before nodding to himself, “Okay, yeah, when this mission is over and Teth’s taken down, I’m gonna tell her how I feel!”


High above Canterlot, hidden behind a thick wall of clouds, a pair of Pegasus ponies surveyed the city below. Life high above the world had aided in the evolution of sharper eyes than any other pony race. A gift Fluttershy and Rainbow Dash were both hard at work putting to use as they trotted from one end of the cloud cover to the next, checking the ground below from behind a thick wall of hazy grey and white.

It was an uneasy sight even from their vantage point. A number of the buildings looked even worse than the wreckage of Ponyville after the fight there. The once solid white city had been darkened by tell-tale signs of blaster fire along the sides of the buildings. A few walls showed the now-familiar signs of small explosives and grenades. It turned their stomachs to think they held so little back against defenseless civilians.

Rainbow Dash let this stew before letting out a frustrated sigh, the destruction below her started to couple with something far more personal. She had given in to Kad’s orders but she still didn’t agree with them. She knew she was a way better fighter than Twilight ever was, she should be down there alongside the rest of them. Instead, she was watching the virtually empty streets, with the occasional couple of troopers marching about.

Part of her felt more than a bit jealous, like she’d been nudged aside for the new favorite, wasn’t it enough for Twilight to have both of the Princesses in her corner? No, now she would have the Captain in her pocket too. What was next? The Wonderbolts? These thoughts started to wrench her gut even more. How could she think that about her friend? It didn’t feel right, but it wasn’t easy to ignore, either. She quickly bit back on these thoughts; she needed to stay focused, everypony was counting on her. In the fight or not, she’d show them she could handle anything they threw at her.

“Do you think I said something wrong to him?” Fluttershy broke the silence that had grown heavy between the two.

“Huh, I dunno,” Dash casually shrugged her worry off as she watched a small collection of troopers chatting each other up in an alleyway, “Are you sure you said the words right?”

Fluttershy nodded, “Very, I said everything the Staff Sergeant told me I should say,” With an exasperated sigh, she let her head hang sadly, “I just can’t understand why he’d look so shocked.”

Dash nodded along with her friend’s words as she continued to monitor the streets and rooftops below. Something wasn’t sitting right with her, “Hey Fluttershy, which direction is the main shopping district?”

The other Pegasus thought for a moment before trotting along the clouds, “It should be somewhere around… Here I think.” She indicated with a jab of her hoof against the fluffy surface.

Digging at the cotton with the tips of their hooves, the pair managed to make a few small peep holes to survey the ground below. Peering down, sure enough they’d found the market district but something still felt wrong, “Where is everypony?” Dash asked in frustration.

Sure enough, much like before, the streets seemed deserted save for the occasional Deathwatch trooper. There wasn’t a pony to be seen anywhere. Even with the city under occupation, ponies had lives, jobs, bits to earn and spend. But everything was still, an empty quiet strangled the cityscape. Doors to homes and shops hung ajar; most looked to have been kicked down or blasted off their locks.

A sinking feeling started to form in Fluttershy’s gut as the worst possible outcome came to mind first, “You… You don’t think they…” She gasped out in horror.

Dash shook her head, “Sweet Celestia, I hope not…” Her eyes narrowed as she glanced back at Fluttershy, “We need to call this in.”

After receiving a confident nod of approval Dash tapped the tapped the comlink built into her head set, “Uppercut, this is Cloud Eye, over…” There was nothing on the other side of the line but a few grains of static, “Uppercut, this is Cloud Eye, over…” Still no answer, “Horse apples, what the hay is wrong with this piece of junk?” She snarled as she continued to activate the com just like they’d shown her.

Fluttershy watched her friend fumble with the technology for a moment until a strange shadow caught her eye. Its shape was oddly familiar to her as it glided along the surface of the clouds, growing larger at a regular pace. Slowly she turned her gaze skyward in time to see the belly of a craft descending right on top of them. It’s build was very similar to the shuttle they’d used to reach the frigate, but this one in particular had much more girth to its design. Gasping in terror, she quickly tackled Rainbow Dash and forced her into the clouds themselves.

“What in the-“ Her words were cut short as her friend’s hoof quickly moved around her mouth to keep her silent. Before she could react the rumble of engines filled her ears and the physical shake from their back wash engulfed her as the drop ship passed mere feet away from through the clouds. Fear dug harshly into the back of her spine as the outline of the vessel drifted through the hazy grey of the clouds towards the ground.

Pulling herself free of Fluttershy’s grip, Rainbow Dash risked a tiny peek at where the ship was headed. Much to her dismay, it was on its way towards the heart of the city, what laid there destroyed every fiber of hope she was clinging to. There were twice as many soldiers as they were told to expect gathered at the center of the city. Lining up and disembarking from their dropships, weapons in hand they began forming up into teams and moving into the city. Despite her best efforts, Rainbow couldn’t for the life of her count how many there were.

She could feel her rage starting to build to a fever pitch as she watched a line of ponies in chains being lead from a large warehouse near the square. Twenty in all, they ranged in age from what looked to be middle aged to closer to herself. Mares and Stallions of all different breeds were being forced onto the empty dropship, huddling together in fear.

One young Unicorn colt with a dark grey coat and silver mane quietly managed to slip his bonds with a small application of magic. Wasting no time, he took off like a bolt for the nearest alleyway only to be blindsided by one of the troopers, knocking him to the ground. Several of them gathered around the colt, having a good laugh at the pained look on his face before one of them slammed the butt of his rifle into his face. This was just the opening strike to a shower of blows that rained down on the stallion.

Dash was on the verge of lunging down into the middle of the crowd of soldiers until she felt something wrap around her torso. Ripping her eyes away from the beating, she looked over to Fluttershy who couldn’t look away from the sight before them. Her eyes were welling up with tears as they watched in horror. Quiet sobs escaped her mouth as she held onto Dash as tightly as she could.

Finally when the pony stopped trying to fight back, he was taken by his mane and dragged back towards the waiting shuttle craft. Unceremoniously, his body was thrown into the hold of the ship, several ponies quickly moving to check on the young colt’s condition. As the ship’s engines began to hum to life, the doors slid shut and its bulbous body started to rise up into the air with ease.

Rainbow gritted her teeth; she couldn’t stand bullies, but there was no way just the two of them, more likely in a fight just her, could take on what looked to be hundreds of enemy soldiers alone. But at least now they knew where all the missing ponies had gone, “We have to get a hold of the Captain, somehow.”


Guard duty, one of the most boring jobs anyone could get tapped for. Especially on a planet that could offer little to no resistance to the current invading force. PFC Persephone Kraus was currently stuck with this most loathed of assignments. A fresh warrior from the Deathwatch recruitment drives, she had indulged her much beloved blood lust during the sacking of Canterlot. Now her talents were being wasted at the front gate to the city alongside six others.

Her mind had nearly settled on getting one of her squadmates to shoot her in the leg so she could at least leave this boring rock when something on the horizon caught her attention. Zooming in with her helmet’s built in electro-binoculars, she settled on the image of an approaching wagon piled down with a random assortment of goods pulled by three Equestrians. A blonde haired, orange one; and a solid white horned one with a purple mane and tail along with a bright pink one that looked as though she stuck her tongue in a light socket to style her hair. All three had one thing in common: each one was dressed up in a uniform-looking beret hung over their left ear.

Glancing back at her comrades, Kraus strode forward with a pair of troopers at her back to intercept the cart before it got too close to the city, “Hold it right there,” She commanded placing a hand on the grip of her rifle, “What’s your business here in the city?”

The Unicorn strode forward to meet her, seeming less effected by the normally rather intimidating armor than her friends, “Why hello there, dear! My compatriots and I are most certainly here for business. Rarity, of the Manehattan commerce guild,” She stated proudly as she offered a hoof to Kraus.

The PFC simply stared at the limb and teased with the idea of simply blasting her head off her shoulders, “Yeah, and?”

A look of disappointment came across Rarity’s features as she retracted her hoof, “Aaaaanyway, my co-workers and I are here to bring our latest shipment of goods to the Canterlot market.” She looked past the three troopers in her way to the others still at the gate, “Might I ask, where are the usual guards? Come to think of it, who are all of you?”

Kraus tightened her grip on her weapon; she could try pointing it at her to get the point across, but from what she knew of these primitives they’d just stare in curiosity, “The city is under ‘New management.’ Now, I suggest you and your friends turn around leave immediately.”

Rarity gave an exasperated gasp at this information, “Whaaaat?! But you can’t expect us to drag this cart ALL the way back to Manehattan!” She motioned to the piles of barrels and crates loaded up high, “It was bad enough to find Ponyville a ghost town; if we go back with everything we left with, we’ll lose our commissions!”

“PFC Kraus,” The voice of her commanding officer caused her to jump to attention as she bit back a few curses, “Is there a problem over here?”

“No, sir,” Persephone quickly responded, “Just dealing with some merchants who can’t take a hint.”

“Miss Rarity,” The blond one spoke up with a rather formal and fluent accent flavoring her words, “Perhaps we should do as the good lady suggests and turn back.” She pleaded.

“Nonsense Jacquelyn, I will not be deterred,” She stated flatly waving off her cohort before trotting towards the soldier in charge, “Good day, sir. My name is Rarity; these are Jacquelyn and Pinkamena, we represent the Manehattan commerce guild,” She stated offering him her hoof with a playful bat of her eyes.

Beneath his helmet the aged trooper couldn’t help but smirk a bit before taking her hoof lightly in his grasp, “Charmed; Sergeant Garlan,” He declared with a strong hint of pride, “I’m afraid, Miss Rarity, that Private First Class Kraus is correct, however. The city is under lock down for the time being.” He kept his tone formal yet relaxed.

“Oh, but I’m sure you could find it in your heart to help out a lady in distress?” Rarity asked with a teasing pout.

Kraus’s stomach was about to turn over at this blatant display going on in front of her. Her hand begged her body to reach for the trigger and put an end to this high class trollop before she became any more of a nuisance, “Sir, I really don’t think we have time for this.”

This was clearly the wrong thing to say, “And I think we have more than enough time to kill, Kraus,” Her Sergeant’s tone made her flinch, “You three, help them unload the cart. That means you too, Kraus!”

Slinging her rifle, Persephone grabbed the nearest crate with an annoyed grumble. She was however thankful the pair of Earth breeds was willing to do their part and help move the goods. The bright pink pony moved up alongside her with a barrel on her back, “Hi there!” The bubbly tone of the unusually chipper pony burrowed through the back of Kraus’ skull, “I’m Pinkamena, Pinkamena Diane Pie, but most ponies just call me Pinkie. So your name is Kraus huh? That’s a really weird name. You seem like a really weird creature though, but that’s okay because I’ve always believed that we’re all the same deep down. So what are you all, anyways? You don’t walk on all fours so I know you’re not a pony of any kind, and you don’t have wings so you’re not a gryphon-“ It took everything Kraus had not to slam the crate she was carrying into the side of Pinkie’s head before stabbing her repeatedly with her wrist blade.

The work was swift, if not more than a little annoying with all the constant chattering and yapping from Pinkie over every teeny tiny detail and random thought that entered her mind. She had pestered Persephone on everything from where she grew up, how many friends she had, what her favorite sweets were and what kind of parties she liked best, “Well, now that we have that all out of the way, I believe it’s time we discussed payment.” Rarity’s words worked her last nerve.

Risking the backlash of breaking rank, Kraus leveled her weapon with the ponies, “Okay, I’ve been playing nice long enough. We unloaded your cart, now you want us to PAY you?” Flicking the safety off, she fired a few rounds into the ground around them to show off what her rifle could do, “How about you scurry on down that trail before I decide to pay you one blaster bolt at a time!”

Rarity stood her ground despite the dust being kicked up around her hooves by bursts of kinetic energy. Her eyes leveled on Kraus, becoming a harsh glare, “Madam, we are merchants delivering our goods, we don’t do this for FREE!” She snarled out at the trooper. Kraus was more than a little taken aback by this show of bravery. Rarity, however, had dealt with her kind before: ponies bullying and glowering her into selling for cheaper prices than what was already marked, “I have had to put up with thieves and bandits all the way here and if you think for one second I am about to walk away without payment,”

“Miss Rarity, perhaps we should just call this one a loss,” Her blonde counterpart pleaded.

“No no no no no no, I shall not be pushed around by armored thugs!” She declared while staring down the now livid Deathwatch trooper.

“Alright, that’s it!” Persephone brought her weapon to bare dead on with the Unicorn, the shot never came, however, as her rifle was wrenched from her hands and used to slap her upside the helmet.

Tumbling to the ground, Kraus looked up to see her Sergeant standing over her with the rifle in hand, “I don’t believe I gave you permission to discharge your weapon, Kraus!”

His yelling did little to help with the ringing in her head after the blow, “Sir, I can explain…”

“Shut up and pay the woman, Kraus,” Garlan growled out at her as he proceeded to turn the weapon on its former owner.

With some hesitation, she proceeded to reach into one of her belt pouches, producing a small pile of credits that had been magnetically held together in a neat stack. Giving it one last, sad look, she tossed the credits to Rarity who proceeded to snag the alien currency in a soft blue magical field. She floated the credits in front of her for a moment as she examined them curiously, “I don’t suppose you have any bits?”

“You might wanna hold onto those, ma’am,” Garlan pointed out to her, “After your planet gets colonized you’ll be able to live like a queen on those things.”


Far below the streets of Canterlot, the aptly named Team Uppercut trudged their way through the underground tunnels. It was rather surprising just how clean the majority of the sewers had been kept, but this did little to vanquish the typical scents that hung heavy in the stagnant air. To the best of his knowledge, the guardspony Gallant led the way through the seemingly endless twists and turns.

“We should be coming close to the surface soon,” He called back to his charges.

“Thank Celestia,” Twilight muttered bitterly, “I’d kill for fresh air at this point.”

“Knowing how our plans go, you’ll probably have to,” Zex was quick to remind her.

“I welcome the coming slaughter.” Traycn was nearly salivating at the thought.

Kad paid the chatter around him little mind; something felt off. It was in the air around the city, like a shroud had been laid over top of it. Something within the Force was eating away at his gut again; something was just out of sight, and it was taunting him. Activating his comlink he sought to gain some kind of insurance by way of his scattered team mates, “All teams, this is Uppercut. Status report, over.”

This was something he didn’t want, the worst possible thing at this moment in time. The coms were filled with dead air, “I say again, this is Uppercut, broadcasting on all channels. All teams, status report, over.” The static across the channels only served to further his agitated feelings, “Haar’chak, thought this problem got fixed when the veil dropped…”

“It’s probably just interference from the rocks,” Torb was quick to offer the most likely solution, “It should clear up once we get to the surface.”

At the rear of the formation Mackers scanned about the area from behind his rifle, “Coms nothing, does anyone else feel like we’re being watched?”

“Tolik, keep your boy in line will ya.” Kad ordered.

Tolik gave an annoyed sigh before looking back at the nervous trooper, “Mackers, you keep embarrassing me in front of the psychopaths and I’ll take you out back and beat you.”

“Seriously kid, probably some homeless wretches wonderin’ ‘bout the armored aliens trudgin’ through their place.” Kad assured him.

Almost as if on cue, a blue and gold blur slammed into Mackers from the shadows. The former Deathwatch trooper found himself being violently wrestled across the sewer floor, knocking his rifle from his hands and even knocking his helmet off. Mackers had little to go on as far as whom and or what was on top of him; the darkness of the tunnels combined with the speed of this assailant made it nearly impossible to tell. One thing was certain, it was female. It was easy for him to tell from the sound of her voice as she cursed and cussed at him, the faint hint of her shampoo despite the surroundings and a hint of sweat.

Though a small, twisted part of him enjoyed the roughness and attention, he wasn’t about to let whoever she was beat the tar out of him. In between her flurried blows he managed to position his foot on her chest. Forcing his strength into his knee, he was able to force her off of him and attain some breathing room. Not wanting to lose the advantage, the defector sprang forward after his attacker, landing fully on her back and pinning her to the ground with his forearm behind the base of her neck. From his gauntlet, his jagged combat blade sprang forth and was quickly pressed to the side of her neck.

“Okay lady, I enjoy rough foreplay, but you’re starting to get on my nerves.” He snarled into her ear, “Now why did you attack me, and why didn’t any of you guys…“ He stopped halfway through his speech as he finally looked up to see a rather large, motley collection of ponies surrounding the rest of his team mates, “Help… me… Uh, hi there. We come in peace?”

His attacker used this distraction to force herself free of his grip and immediately spin around to face him with a swift blow to his chin with her forelimb. Mackers could see for the brief moment that she was a Pegasus with a fiery blonde and red mane and tail and a dark golden coat. Her form was clad in the tattered remains of a blue and gold form-fitting uniform that the galactic pervert had to admit hugged her quite nicely. It was clear from her weathered appearance and tell-tale cuts, bruises and scorch marks in her fur that she had seen her share of heavy action as of recently. When the blow connected, his whole world went blurry with pain, sending him back a few feet onto his hindquarters.

“Jeez lady, what is your freaking problem with me!?” He yelled out in annoyance as he rubbed his face.

“Maybe she’s one of the ones you never called back?” Yazan snickered at him before the earth pony flanking him gave him a glare.

Traycn’s grip on his weapon tightened as he looked over the assembled force. His mind started to quickly paint targets on them each in turn as he mentally plotted the possible slaughter lined up before him. Even with numbers and their “magic,” they could never be a threat to him. Maybe he could start things out by breaking their wills, snap one in half with ease, splatter the entrails across the room and make them wear their allies. Yes, the blood and shattered bone scattered across the room would make for a lovely, soul-breaking scene, in his opinion.

Kad could feel this bubbling bloodlust swelling up inside his comrade and quickly placed himself between the one armed beast and the ponies, “Whoa now, think we all’d best just calm down b’fore someone gets hurt.”

“I agree,” A male voice spoke up from the crowd, as if on command they parted letting him through. He was a Unicorn of some clear refinement from the way he carried himself through the room, head held high and commanding look in his eye, a jagged cut running through the left one beneath a placation of bandages. His coat was a solid white, accentuated by a well-kempt, blue mane and tail brought together by a mustache. On his form was a black turtle neck shirt with an obviously stolen utility belt worn around his torso as if it were a bandolier, and a blaster pistol holstered near his hip.

The pony eyed Kad and Traycn up and down a moment, “Hmmm, you seem different from the invaders, but only slightly… Who are you and what are you doing here with Deathwatch?”

“Former Deathwatch,” Tolik was quick to snarl at the pony holding their lives at the moment. Gallant was quick to roughly prod his side with his hoof for his outburst.

“They’re aliens, same as the ones up top; we should be killing them, not talking to them, Fancy Pants!” The fire haired Pegasus snapped.

Through his bruised ego and jaw, Mackers couldn’t help but snicker at this, “Fancy Pants? That’s your leader’s name? Man, do you ponies name each other on drunken dares or something?”

She quickly spun around and cracked a hoof across his face again, this time drawing a steady trail of blood from the side of his mouth. Mackers doubled over, holding his face and spitting up some more red, “Gah, okay, I deserved that one…”

Twilight had kept herself sandwiched between Zex and Traycn when the other ponies appeared. In the back of her head she had been going through her extensive list of spells trying to find one to defuse this situation until, “Fancy Pants?” She quickly forced herself into the open, meeting eye to eye with the stallion bringing with it a rush of joy, “It is you!”

Fancy Pants felt his jaw almost hit the floor at the sight of her, “Wait, Twilight Sparkle, from the Canterlot Garden Party?”

“So they’re employing other ponies to do their dirty work now,” She turned a wrathful eye to Mackers as she mentally tore him limb from limb, “If you think we won’t kill our own…”

Rubbing the pain out of his jaw Mackers glared back at the Pegasus, “At the risk of getting punched again, I don’t even know who she is, ya shabuir.”

Spitfire entertained the idea of slamming her hoof into Macker’s face again before she looked back to the stallion in charge, “Fancy, you know who this mare is?”

“Of course,” He stated happily, “This is Twilight Sparkle, a student of Princess Celestia and one of the Elements of Harmony.” He regarded her armored companions wearily, “Though it would seem she is keeping rather… Odd company, these days.”

Twilight smiled weakly, “I can explain that,”

“Please do, Miss Element.” Spitfire snorted indignantly.

She chose to ignore the edgy Pegasus and stay focused on the fellow Unicorn, “Fancy Pants, these soldiers, they aren’t with the Deathwatch,” Twilight reassured him as she lifted her visor band to look him in the eye properly, “They call themselves Mandalorian Neo Protectors; they’ve sworn themselves to Princess Luna herself and are here to help liberate the city.” She looked from him to the rest of the ragged ponies assembled, “I know none of you have a reason to trust me or these warriors, but I swear to you as Celestia’s personal student and the Element of Magic, we're here to defeat Teth and stop the Deathwatch!”

“In short,” Kad added, “We’re tryin’ to save your shebs. Now either get on board or get out of our way.”

An awkward silence hung in the air as everypony glanced between each other, “Miss Sparkle,” Fancy Pants broke the silence, “That is a rather tall promise to make, considering what’s happened in the last few hours.”

“Oh good, I was wondering when that little catch was going to pop up and completely derail our plans.” Zex chimed in sarcastically.

Kad gave Zex a warning glare from behind his visor before looking back to Fancy Pants, “What’s the situation here in the city?”

“I’m afraid it’s becoming quite dire top side,” Fancy Pants stated sadly as he began to lead them through the tunnels, “Early this morning, more of these Deathwatch ruffians began showing up. This time was different from the sacking of the city, they were more organized, methodical and controlled. During the first attack they were like wild beasts shooting anypony that showed an ounce of resistance. Many of the city’s population escaped to the underground during the attack.”

As they passed through the tunnels Zex took note of a number of wounded ponies lined up along the tunnel walls. A few of them being treated by a frantic looking medical staff, “You did good getting your people to safety,” He praised them.

“I’m afraid we aren’t much,” Fancy sighed, “We’re just shop keepers, merchants, police a small hooffull of survivors from the local garrison and what members of the guard weren’t butchered. We’ve stolen a few weapons here and there and are making things hard for Deathwatch, but I’m afraid we can’t put a dent in their force now.”

“You mentioned more of them showing up,” Torb reminded him.

“Yes, more of their ships flew in and began unloading troops in the early hours just before sunrise,” Fancy recounted, “They swept through the city, capturing everypony they could get their claws on. The oddest thing was they went out of their way to keep as many alive as they could. Preferring to subdue their prey rather than outright kill them. Since then, they’ve been loading ponies onto their ships and taking them away.”

“Slaves,” Torb stated flatly, “A practice that Mand’alor Fenn Shysa put an end to after forcing the Imperials from this region of space.”

Everypony in ear shot had a sudden look of shock and disgust on their faces, “They’re taking them as slaves!?” One pony in particular spoke up angrily.

“All the more reason for us to finish this mission,” Kad stated rather coldly. Part of him felt bad for all this trouble he and his crew had brought to their doorstep, but if he wanted to help them he’d have to get to the surface. Getting all emotional wouldn’t do any good, “Torb, tell me ya got a way to salvage things.”

Beneath his helmet’s blank expression the Chiss grinned from ear to ear, “I always have a plan, Captain. Provided these brave fighters are ready to throw off their invaders.”


Rainbow Dash had caught something in the distance, from the corner of her eye that made her instinctively pull back into the clouds. It was a shimmer in the distance, like a piece of glass reflecting sunlight. The shimmer had come from a burnt-out clock tower that had a rather good view of the entire city. Glancing back at Fluttershy, she motioned for her to follow and keep quiet.

The pair made their way through the clouds as quietly and cautiously as they could, not wanting to risk going above the fluffy white and grey cover, lest a drop ship on its way down spot them, and certainly not wanting to go below and risk drawing enemy fire. They did their best not to disrupt the clouds as they slinked their way over the city to Rainbow Dash’s target.

Once they were overtop of the tower, Dash risked another peek through the cotton and found what she was afraid she’d seen. The barrel of rifle just barely stuck out of the window, slowly adjusting itself every few minutes. Someone was in there, and they had the majority of the city in his sights.

Dash nudged Fluttershy before motioning to the tower. Fluttershy bit down on her lip and shook her head no, hoping to deter her oldest friend from doing something that might get both of them killed. Unfortunately, Dash had other plans as she let herself quietly slip beneath the clouds. Swallowing hard, she forced herself to follow after her. The city had always been an intimidating thing to behold, but there was a kindness in the air during her past visits. As it stood now, Fluttershy felt as though she was flying near the pointed fangs of a dragon ready to snap shut on her if she got too close or alerted it to her presence.

The pair silently hovered down to the window in the opposite wall and found a lone Deathwatch trooper with a rifle on his shoulder. He was scanning the skies in the distance rather intently. Had he seen Dash?

If he had, he wouldn’t be alive long enough to make it matter. This thought motivated and drove the speedster as she reached onto her belt and drew her knife between her teeth. In her mind she plotted out how to go about this, all the angles to come at him, the different ways to use the knife and surprise to her advantage. It wasn’t until she tasted a bit of salt on her tongue that she realized she was sweating bullets.

She could feel Fluttershy’s eyes on her - she knew what they looked like right now: sad, frightened and begging for another way. Rainbow Dash knew if she looked her in the eye, there would be no way she could do what had to be done. Taking a deep breath through her nostrils and holding it, Dash let herself drift through the broken-out window he had his back to.

Dash refused to let her hooves touch the ground, knowing they’d make too much noise and take away any chance she had of making this as quick and clean as she could. Digging her teeth into the hilt, she slowly glided over the wooden floor like a soft breeze until she was inches away from her prey. Her eyes narrowed on the back of his skull. With a quick motion she wrapped her forelimbs around the faceplate of his helmet and yanked back while her other limb wrapped as tightly around his torso as she could, pulling him back into her. She brought her blade into his neck and with a swift motion of her neck, dragged the metal through his skin.

She felt the hot liquid soaking her forelimb through her armor and underlay as the metallic sting filled her nostrils once again. As his body went limp with a sudden shudder, she flapped her wings rapidly to make up for the shift in weight. She managed to lay his body out on the floor with some effort.

Satisfied that he was in fact dead, Dash finally allowed herself to breathe. Her breaths came fast and shallow as she continued to keep her body and mind from panicking. Not over the body or the smell of blood that had been staining her nostrils since the frigate; it was panic for the pony behind her. Fluttershy had seen her fair share of death since this adventure started, but now she’d seen Dash take a life personally. She refused to turn around - didn’t want to look her in the eye, see that horror and disappointment on her face, “We don’t have long. Look around and see if you can find anything useful.”

“R… Rainbow Dash…” Fluttershy stammered as she awkwardly landed inside the room. Her eyes glued to the bloody corpse at her friend’s hooves, “You… You just…”

“Fluttershy,” Rainbow Dash was surprised by the harsh growl in her own voice when she said her name, “We don’t have time for you to start blubbering and getting squeamish.” She finally forced herself to look back at her friend, her heart breaking slightly as she saw a few stray tears rolling down her cheeks, “Now help me, please. I need you right now.”

Fluttershy fought to summon up the courage to move further into the room. She couldn’t take her eyes off the corpse on the floor. She’d only seen the dead at a distance so far, and the effects of a blaster compared to those of a knife were very different. But what hurt the most was seeing her childhood friend performing the deed. Dash was right though, she had to be brave and she had to stay in control. For Rainbow Dash, for the other ponies all counting on her, for the Captain and for, “Okay… I… I’ll try…”

Dash let out a sigh as she trotted over to the rifle still set up in the window. Curiosity getting the better of her, she lifted the weapon up in her forelimbs and brought her eye to the scope. She scanned along the city center, watching the soldiers coming and going. Under her breath, Dash cursed whatever twist of fate saddled her and the rest of pony kind with hooves rather than fingers as the cross hairs settled on the head the trooper who started the beating earlier.

“Rainbow Dash,” Fluttershy’s voice quietly tugged at her ear.

Glancing back at her friend, she found her standing next to a strange looking box. It sat with the top open and a long antenna sticking out of the top of it. There was a mass of buttons and knobs and glass screens built into it, “What the hay is that?” Whatever it was, there was no way it was made by ponies, “It looks important, you’d better smash it to be safe.”

“Uhm, are you sure, I mean, it looks expensive…” Fluttershy questioned, “What if something really bad and scary happens when it’s broken?”

Rainbow Dash narrowed her eyes, “Look, that thing wasn’t put here by anypony, It has to belong to Deathwatch, so we’re smashing it.”

“O… Okay…” Fluttershy took a deep breath as she reared herself back on her hind legs and let out a soft grunt as her hooves daintily connected with the side of the device. She forced an awkward smile at her friend.

Rainbow rolled her eyes in annoyance as she took the rifle out of the window and trotted over to the box. Taking the weapon in her forelimbs, she brought it down as hard as she could on the device, causing it to dent inwardly from the force of the blow. The weapon and equipment both seemed to be holding up a bit, so for good measure she slammed the weapon like a club into it several more times. Eventually, all that was left was a sparking mass of metal and wires, “There we go; that’s how you smash stuff like a pro.”

It was at this point a crackle came in on Dash’s comlink that caused her to freeze up and smile excitedly, “I say again for the tenth time, this is Uppercut to all teams: what is your status, does anyone have their ears on? Over.”