For Glory! For Equus! For Epicness!

by shinigamisparda


Assault on Canterlot 2: Pushing Back

Princess Luna fired another laser from her horn, decapitating a Looming Shadow. Its limp body began to fall towards her city before she grabbed it with a levitation spell and hurled it towards the pile of others she had managed to slay; a pile that had been started when she had to keep the remains of one of them from crushing the fleeing civilians.

She flinched as she heard a scream of pain come from below her, having to fight her urge to go and help. As much as she wanted to protect her subjects she was the only one present capable of effectively destroying the giant terrors. However, the pegasi guards had managed to distract one or two of them long enough for a concentrated barrage of spells from the unicorns to kill them, but that was a rare occurrence. The unicorns were too focused on the ground units, and the pegasi weapons were unable to truly damage the Looming Shadows, forced to simply distract them and keep them from descending upon the city below.

Luna snapped back to her senses when she heard the bellowing roar of another Looming Shadow as it lunged towards her. She quickly flew out of the way before darting back in, piercing through it's head with the spike of her halberd. Using a levitation spell to hurl it back onto the pile of her defeated foes, she turned around, only to be confronted by three more, coming for her simultaneously.

Is there no end to this? Even I only have so much stamina, she thought. No, calm down, just get rid of these beasts, then I can relax a moment before heading back into the fray.

Luna growled and readied her halberd, prepared to charge forward, when something streaked by her from above and decapitated the three beasts in an instant. It took her a moment to realize that the thing that shot past her wore a red scarf.

Could it be?

Before she could even look down to confirm, a large laser shot up and incinerated the three Looming Shadow corpses. Her gaze followed the beam’s path and she gaped in shock as she saw an indescribable void open just above Canterlot, inside the barrier. She began to regain her senses when she saw a mass of creatures exit the portal, hovering in the air. It took her a moment to realize it was the Changeling swarm. She also noticed what could only have been Chrysalis’ daughter, Princess Nectar, at the front, as well as Commander Thorax fluttering next to her.

“CHANGELINGS, DIVE!” the insect princess shouted, and cloaked herself in green flames before shooting down at the ground like a meteor, the swarm following immediately after. The thousands of changelings slammed into the grounds of the city, and for a moment Luna’s fear took hold, only for her to notice they were crashing into the demons or the ground next to them and not her own forces. The Changelings immediately joined the confused and startled ponies in fighting the monsters off. Some of them kept in tight groups and actually managed to kill the other Looming Shadows inside the city, their combined power allowing them to pierce the creature’s tough hides.

“What’s the situation?”

Luna turned to see Gilgamesh, in his first transformation, hovering next to her.

“You… You were successful in your mission,” Luna said, more a statement than a question.

He nodded. “Yeah, took down some white tiger demon that used lightning named ‘Voltar’. It’s thanks to Nectar that I found out where the rest of their army was, so we gathered as many as we could who were able to fight to back you guys up.”

“I see. I’m glad you got here in time. We were trying to evacuate the citizenry when their leader broke Prince Shining Armor’s barrier. Princess Cadance has erected another barrier, but by the time it was in place, many of the demons managed to enter the city.”

“Where’s this leader now?”

Luna was about to respond when a loud bang came from outside. They both turned to see cracks in the barrier along with Princess Celestia as she picked herself up, standing on top of the pink bubble. While scratched and bruised, she looked no worse for wear as she glared upwards. A mass of flames appeared above her, twisting and changing until it became Infernus. He roared as he fell towards the Princess, his mace held high and ready to strike. Celestia shot him with a beam, sending him further into the air, before pursuing him. The demon partially transformed into flames again and the two continued to do battle in the skies above Canterlot outside the barrier.

“Can she take him?” Gilgamesh asked.

“She was able to easily overpower him in the past,” Luna assured him.

“True, but you two were stronger back then.”

Luna felt a pang of fear in her heart, but dismissed it as she looked back towards the capitol. There were more important things to do.

“That doesn’t matter now. For the moment we need to get the citizens to safety in the palace and then properly gather the troops to defend it. Our forces are scattered, and we need to regroup.”

“Got it. Talk to Nectar, the changeling’s hive mind will be useful for directing everyone. I’m going to go take down as many of these bastards as I can.”

“Understood, and Gilgamesh?”

“Yeah?” he asked, turning to face her.

Her gaze softened for a moment. “It’s good to see you back.”

Even behind his face guard she could see him smirk before he used his wind powers to shoot off into the city. Luna then descended towards the changeling princess below her.


Princess Nectar observed her surroundings, processing the area. She also observed the ponies around her, those who weren’t busy fighting the demons, eyeing her and her subjects warily, fear in their eyes.

Even the guards are panicky. How has this nation survived for so long?

“You there!” came a voice. Nectar looked up to see Princess Luna descending in front of her, landing gracefully. She could feel the nervousness of her changelings, being so close to the legendary Princess of the Night, while the ponies seemed to grow much more composed.

I suppose the right leader can awake a warrior’s spirit in any creature.

“You are Princess Nectar, correct?”

The changeling Princess looked surprised before placing her hoof to her chest in a salute. “You know of me?”

“I was informed by your mother. Gilgamesh says you would be best for coordinating our counterattack. I assume he meant your hive mind?”

“Yes. I would be able to relay orders to my subjects almost instantaneously.”

Luna nodded. “I’m afraid we are in quite the situation. Our forces are scattered due to the sudden attack, not to mention that Prince Shining Armor’s shield collapsed while we were still evacuating our citizens. Though Princess Cadance and my sister have bought us time, we are still in disarray. You and your changelings would be a great boon to us. Will you please render your aid?”

Nectar smirked. “Of course. It's what we came here to do.”

Luna nodded. “I thank you.”

“How would we best combat this force?”

“Our main objectives now are to evacuate the citizens to the palace and regroup our forces. Though Princess Cadance holds the barrier for now she cannot last long, so we must be swift.”

“I see. Just a moment,” Nectar replied before closing her eyes.

Mother, are you there?

Nectar!? Oh by our ancestors, you’re alive!

Yes, I have the warrior Gilgamesh to thank for that.

So he actually did it. I guess I should properly thank him later.

I’m here with Princess Luna. We’re inside the city and we’re trying to come up with a plan. She is most concerned on regrouping her forces and getting the citizens to safety before Princess Cadance’s barrier falls. What would you suggest, mother?

Stag, Stinger and I are protecting Cadance from any assault at the moment. I sent Pincer out with the rest of our forces to find and retrieve the Elements of Harmony and get them to safety. Even if they’re not soldiers, they’ve got combat experience. Also, it would hurt the ponies’ morale if any of them died.

...Mother, are you-?

Don’t misunderstand, Nectar. We’re in this for the long haul and we need our allies as powerful as they can be.

...I understand. What are your orders?

I’ll stay here and protect Cadance until she can’t cast the barrier anymore. After that I’ll come join you. In the meantime help evacuate the citizens and regroup their forces, keep a few of our soldiers by Luna so we can relay her orders to the Royal Guard. If you find any of the Elements, their safety takes priority. You’re in charge of our forces until I arrive.

I understand.

The changelings all felt the presence of their Queen as she accessed the entire hive mind.

CHANGELINGS, THIS IS YOUR QUEEN! UNTIL I ORDER OTHERWISE, I DEFER MY COMMAND TO PRINCESS NECTAR! FOLLOW HER ORDERS AS YOU WOULD MINE! OUR GOAL IS TO DEFEND CANTERLOT AND PROTECT THE CITIZENS, ESPECIALLY THE ELEMENTS OF HARMONY! PROTECT THIS CITY AND IT’S PEOPLE AS IF IT WAS YOUR OWN HIVE! YOUR QUEEN HAS SPOKEN!

Nectar opened her eyes, the whole mental conversation having taken about ten seconds.

Around eight thousand soldiers, plenty to split around into teams, Nectar thought as she connected with the hive mind.

CHANGELINGS, YOUR PRINCESS SPEAKS! YOU WILL DIVIDE YOURSELF INTO-!

If I may interrupt, your majesty.

The mental voice was that of Commander Thorax.

The ponies will be very confused to see us being commanded without speaking, and we need to coordinate with them. I know it is not as efficient, but you should voice your commands, and use the hive mind simultaneously for those not in earshot.

Um… Yes, quite right. Thank you, Commander.

Nectar cleared her throat, summoning both her link to the hive mind and her booming royal voice.

“MY CHANGELINGS, HEAR ME! WE MUST DIVIDE OUR FORCES TO OVERCOME THIS CHALLENGE! I GIVE YOU YOUR ROLES!” She called before linking with five specific changelings, summoning them over, which they quickly obeyed, before turning to Princess Luna. “These are Colonels Buzz, Flitter, and Barb and Lieutenant Colonels Mantis and Fang. They will protect you and help relay your orders to our troops.” The five changelings looked surprised, but quickly turned to the alicorn and nodded.

Nectar turned back to her army, linking with the proper changelings and activating her royal voice for the benefit of the ponies. “ONE THOUSAND OF YOU WILL TAKE TO THE SKIES SO WE MAY BAY COORDINATE OUR MOVEMENTS! GO NOW!” The linked drones replied by immediately taking to the air and spreading out amongst the city sky, which was clear of any aerial threats for the moment.

“A SMALL GROUP WILL ACCOMPANY MYSELF AND COMMANDER THORAX TO LOCATE THE ELEMENTS OF HARMONY!” Twenty drones stepped forward, answering the mental call. “ANOTHER THOUSAND OF YOU WILL GO TO HELP DEFEND AND FORTIFY CANTERLOT PALACE! YOU WILL OBEY THE ORDERS OF THE COMMANDING PONY AT THAT LOCATION!” Again, a large group responded by flying off towards the palace.

“THE REST OF YOU SHALL SPLIT OFF INTO GROUPS OF NO LESS THAN ONE HUNDRED EACH! YOUR ORDERS ARE TO HELP ESCORT THE CITIZENS AND DESTROY ANY ENEMY FORCES YOU MAY FIND! STAY WITH THE GAURDSPONIES SO THAT THEY WILL NOT PANIC AT YOUR PRESENCE! IF YOU SHOULD LOCATE ANY OF THE ELEMENTS, ALERT ME AT ONCE, AND REMEMBER THEIR SAFETY IS TOP PRIORITY! NOW GO AND BRING GLORY TO OUR ANCESTORS!”

The remaining drones shouted in affirmation, many flying off to go and do as they were ordered, a hoofful of groups staying with the ponies already present. Nectar turned to Princess Luna, who smiled and nodded.

“Thank you dearly,” she said simply.

“I look forwards to our victory,” the changeling Princess replied before she and her chosen drones flew off into the city to search for the Elements, Luna and her changelings protectors taking to the skies.

I hate to think it, but if Princess Luna was this willing to cooperate then this war may be just what I need. Her brow furrowed in determination. I know you don’t think it will work mother, but if all goes well you will see once and for all that my dreams are not just the wishes of a naive hatchling. Adversity can breed something deeper than mere alliances.


"I don't like it. I don't like it one bit," Rainbow Dash muttered.

“Ah don’t like it either, sugarcube, but Ah don’t think we got much of a choice,” Applejack replied.

Pincer ignored the not so quiet ramblings of distrust from the Elements of Loyalty and Honesty as he and his squad guided them and some other civilians through the carnage, making sure to stay as silent as possible as they weaved through the buildings. He and his squad had found the two fighting off some demons, barely managing to hold their own as they attempted to rescue some families that were caught during the interrupted evacuation. Neither of them had sustained any real injuries, but they were exhausted and sore from fighting so many.

Well, they are the two most athletic of the Elements, the same group that fought off more than one hundred of us during our invasion. Then again, we weren’t trying to kill them, only capture.

 Pincer hugged the corner of the alley, motioning for the others to stay behind him as he peeked his head out, seeing nothing.

Alright, just a little further to meet reinforcements. After that we'll decide if we take them to the palace or link up with the other Elements.

Pincer was about to continue when one of his brethren above warned him of approaching demons.

"Stay quiet, enemies approaching," he ordered as he stepped back further into the alley, the ponies and his comrades scooting back a bit as well.

For a few minutes nothing happened, only for some thundering steps to approach. First, a few insect like creatures began scurrying by, white ant-like creatures the size of ponies with almost no features aside from the black skull-shaped dots on their abdomens, “Bloodsuckers” they had been called. Following behind were lumbering slug like creatures, big and green, twice as large as a chariot. The “Acid Maggots” drooled bubbling green liquid from their small mouths as they slinked along, more and more Bloodsuckers being birthed from lumps on their backs as they continued. But, the loud steps grew closer as one final enemy came into view. Standing nearly as tall as the warrior the Princesses had employed, a “Demolisher” walked into view. Dressed in heavy and bulky armor that shook with each step, the boar-headed bipedal creature grunted and oinked as it walked along, wielding a flail in one hand and a double bearded ax in the other. The chain connecting the handle to the mace was quite long, nearly half the length of his body, to the point it had to wrap it around his hand to keep it from dragging. The spiked ball itself was the size Pincer’s head, easily able to crush anything it was swung at. On his back there was also a vicious looking jagged sword, nearly as long as he was tall.

One of the pony fillies whimpered behind him, doing everything she could to stay quiet as tears of fear fell down her face, her parents doing what they could to comfort her.

Just stay quiet a little longer. They’re almost gone.

Just then the Demolisher stopped, sniffing the air.

What is it-?

Before he could finish that thought the creature turned towards the alley they were facing. A sinister smile curled around his tusks.

Oh no.

“FRESH MEAT!” the creature shouted before pulling back his arm, the flail uncoiling as it flew back behind it.

“RETREAT NOW!” Pincer shouted, pushing back the others as best he could, barely managing to avoid the massive spiked ball smashing into the walls of the two buildings they were sandwiched between. The group exited the alley the way they came, Pincer wheeling around only to see the massive pig-monster charging through the walls like they were made of paper. Pincer dodged to the side and threw one of his sickles at the enemy’s face, only for it to be lodged in one of its tusks. It swung its axe at him, Pincer drawing his blade to deflect it. The force of the swing was too much and not only shattered the weapon but kept going and smashed into his body, sending him tumbling for several yards.

Pincer struggled to lift himself up, but quickly fell onto his face. As he coughed up blood he saw that his left foreleg was gone. Through his blurring vision he saw the creature approach him, chuckling threateningly.

“HEY! GET AWAY FROM HIM, YAH DERN PALOOKA!”

Both Pincer and the Demolisher turned to see both Applejack and Rainbow Dash trying to attack the beast, the rest of his comrades holding them back. The creature looked surprised for a moment before smiling evilly.

“ELEMENTS! KILL THEM!” it ordered. A few seconds later the Bloodsuckers came pouring out from the destroyed alley, Pincer’s comrades firing spell blasts to hold them off.

Pincer grabbed his other sickle with a telekinesis spell as he connected to all his soldiers.

DRONE 47! YOU’RE IN CHARGE! GET THE ELEMENTS TO SAFETY! PROTECT THEM WITH YOUR LIVES!

His comrades only hesitated for a moment before grabbing all the ponies and pulling them away. Though the civilian families eagerly complied, the two Elements fought back.

“What are you doing!? We can’t just leave him!” Rainbow Dash shouted, a desperate look on her face.

“GO NOW! YOU ARE MORE IMPORTANT!” he ordered, flinging the sickle at the Demolisher’s hand, making it shout in pain.

“B-But-!” Applejack tried to protest, her expression somewhere between shock and grief.

“NOOOOOOOW!” he screamed as he fired a spell blast at the back of the pig’s head, the blast making it stumble before turning to face him. Applejack and Rainbow finally turned to run just as the monster swung its flail upwards.

For the Hive. Was his last thought before the massive ball came crashing down on his head.


Cadance grunted as she felt the hammering of the demons against her barrier. Holding up for this long against this level of attack was beginning to take its toll, and she was now panting as sweat dripped off her body. Four more times demons had attempted to kill her, the Royal Guard protecting her with their own barrier spells while Chrysalis and her two drones slew them with startling efficiency.

“P-Princess Cadance?” one of the guards asked, concerned for her well-being.

“I’m ok. I’m-” she tried to assure him before another particularly strong assault on the barrier caused her to grunt in pain.

Damn it. This is like Sombra all over again, but worse. At least he didn’t attack the barrier constantly. I don’t know how much longer I can hold out.

“Drop it.”

All heads turned to face the Changeling Queen.

“Wh-What?” Cadance asked.

“Drop the barrier.”

They all looked to her for a moment, stunned into silence.

“DO WHAT!?” Cadance practically screeched.

“You heard me,” she continued, turning to face her. “Drop the barrier for now, conserve your energy so you can use it later. It’d certainly be more useful than watching you pass out and having to take care of your unconscious self.”

“B-But I can’t just suddenly-!”

“I’ve already passed the idea on to Luna,” Chrysalis interrupted, “she’s willing to fend off the Looming Shadows along with my changelings to give you a chance to rest. If we get the evacuation done quickly enough, you’ll be able to use it just around the palace and not the whole city. She’s waiting to hear your thoughts on the matter.”

Cadance held quiet for a moment. “You’re telling the truth?”

Chrysalis glared back at her. “If Canterlot falls, my hive dies with it,” she retorted.

Cadance grunted from another assault as she deliberated on what to do. With groan, she nodded. “Ok. I guess you’re right. Just tell me when.”

Chrysalis nodded back and closed her eyes.

“Princess, are you sure we can trust her?” one of the guards whispered nervously.

Cadance hesitated a moment. “... Yes, I think so. Besides, we don’t have a choice right now.”

A moment later, Chrysalis opened her eyes. “Wait for my signal,” she ordered.

Cadance nodded in response, looking out the window to see a large number of changelings rise from the ground and take formation in the sky, along with several pegasi. Roughly a minute later, Chrysalis spoke.

“Everypony is in position. Drop the barrier.”

Cadance hesitated for a moment before dispersing her spell, collapsing to the floor from exhaustion. The sounds of battle instantly raged even fiercer than before, so much so that she almost didn’t hear the guards around her call out in worry.

“Grab her and take her somewhere secure. I’m going out to lead my troops. Stag, Stinger, stay with her.”

“Wh-What?” Cadance asked.

“You didn’t think I’d just watch your sorry flank all day, did you? Rest up, then join the fight again. These two will help to keep you informed as best as they can.”

Cadance tried to protest, but stopped when she noticed an odd, almost desperate expression on the Queen’s face. Too exhausted to really argue she nodded, and with that Chrysalis shot out the window with surprising speed while the unicorns helped carry Cadance in their auras. The two changelings lead the way as the group headed deeper into the palace.

Did I imagine it? What could get her to make a face like that anyway?