The sight of the approaching hydras, ursa major, and the fleet of manticores on the projection caused the ponies in the stands to go into a panic. That is, all except for the princesses, Iron Guard, Dark, Zecora, and both the on, and off duty guards, who stood their ground. Even Fluttershy was trying to not panic while Rarity was looking after the Crusaders. But their bravery was beginning to waver as the tremors of their steps drew closer, and became more violent.
"Your orders, Your Highnesses," Iron Guard requested.
Celestia turned to Zecora. "Zecora, can you help evacuate the ponies to Twilight's Castle? That'll be the safest place in Ponyville right now."
"I will see to their safety," she answered. "But to do it alone would be quite hefty."
"You can take the off duty earth pony guards that came with us," Iron Guard told her.
"Thank you for the added help, good luck to you against those whelps."
As Zecora ran off with a few dozen of the off duty guards, Celestia continued her orders.
"With the civilians being evacuated, we can now turn our full attention towards the creatures approaching. How many guards do we have here?"
"Forty patrolling Ponyville, and another thirty here. This does not include the fifty off duty guards that we have left," Iron Guard answered.
"Have the off duty pegasus guards bring us some storm clouds," Luna ordered. "We can use their lightning to swat the manticores out of the sky. In the meantime, I'll fly over to Ponyville to help defend it."
"Alright. Then I'll stay here to fight off the main force," Celestia said.
"But what about Twilight?" Dark asked. "There's a third group heading towards her and the rest of the racers."
"We do have about twenty-five off duty unicorn guards," Iron Guard spoke. "It might be dangerous, but I could send them over for a rescue mission."
"No, Captain," Celestia objected. "I won't risk them going against them unarmed like that. If they are to fight, then they'll have to stay behind those that are armored. Have them stand behind the front line casting shield spells and provide artillery and anti-air fire."
"In that case, I'll go," Dark offered.
"You'll stay here, Dark," Celestia told him. "While you and Twilight were away, Rainbow Dash brought up her theory that you were being deliberately targeted. And with this attack, that possibility has just been further cemented."
"Fine, but that doesn't help our problem with Twilight and the others still being on their own."
"I might have an idea," Fluttershy offered.
"What is it, Fluttershy?" Luna asked.
"I can call Discord to help, and he can-."
"That won't be possible I'm afraid," Celestia interrupted. "Before we left Canterlot, I sent Discord to the Dragon Kingdom to check up on King Inferno to make sure that he got the message to arrive on the day we set for him."
"Oh," Fluttershy dejectedly sighed.
"You best come along with us, Fluttershy," Rarity told her. "We'll get these three to Twilight's Castle and help the other ponies get settled in."
"Could you take this with you then?" Dark asked, levitating Twilight's ursa minor doll to them. "I don't think that she'd want it to get ruined."
"Priorities, Dark," Iron Guard chastised.
Happily nodding, Fluttershy took the stuffed doll and followed the Crusaders and Rarity out of the stands and towards Twilight's Castle.
"I best be off as well," Luna chimed. "I'll need to assemble the guards around Ponyville if they haven't done so already."
"Be safe, Luna!" Celestia called as Luna flew off. She then turned back to Dark and Iron Guard. "Alright, now we have to-"
Celestia was cut-off by a large group of howls and strange roars echoing from the forest's edge. Looking over, they could see roughly one hundred timberwolves, both normal and alphas, and a few dozen cockatrices slowly marching out of the forest, and towards the stands.
"They must be the forward units," Iron Guard concluded. "A sort of light infantry if you would, while the hydras are their heavy infantry. Not to mention that ursa major of theirs."
"Can't you just blast them all away, Princess?" Dark asked.
"I cannot," Celestia replied. "If I were alone I could, but with so many ponies around, I can't use too much power in my spells. If I did, I could melt everything around me."
Right as she finished her explanation, the timberwolves and cockatrices all sprinted towards them. With there still being civilian ponies around, and the guards not yet fully assembled, they had to think fast. With an idea in mind, Dark quickly took to the skies. He flew low to the ground, but high enough that he was well out of their reach even if they jumped up at him. As Dark flew towards their right side, he turned himself to fly parallel with their front lines. Drawing in a deep breath, Dark unleashed a stream of flame towards the ground in front of them. As he continued to breath fire, he kept flying, leaving a fiery trail below him. His wall of fire halted their advances, not wanting to burn themselves away before even beginning to engage. When he finished his trail, Dark flew back and landed in front of Celestia and Iron Guard, panting for breath.
"Well," Iron Guard began. "At least you've bought us time to get more organized."
"Exactly," Dark panted.
"You don't sound so well," Celestia said.
"Just not used to flying and fire-breathing at the same time is all," Dark answered. "Give me a few seconds and I'll be good to go."
"I'll head down to the troops and coordinate them," Iron Guard said, giving Celestia a salute before running down.
"So what do you want me to do then? I can stay up here and bombard them with spells, or I can join the front and slash my way through them."
"Could you provide cover fire while Iron Guard and I get everypony situated?" Celestia asked.
"No problem, but I'm still worried about Twilight not getting any support."
"I know, I'm worried about her too. But she's a smart pony, and can take care of the others. Now if you'll excuse me, I have to go see to the guards." Celestia opened her wings to glide down, but stopped with one last thing for Dark. "By the way. Twilight told me about how you prefer to restrict yourself unless you're told otherwise. So with that said, feel free to go all out on them. The more you take out before we're ready, the less likely we'll have any losses."
Giving Celestia a joyous smile over being limitless, Dark began charging his horn while looking over the Everfree Army.
Alright, let's see now. They're about one hundred yards away, and I'm standing at roughly thirty feet high on this thing, Dark thought to himself. And with the arch of the spell... okay, I think I got it.
After a few more seconds of charging his horn, Dark shot out a ten foot firebomb. He watched as the spell soared above the gathered guards, and towards the enemy. Then, right after it fell behind the wall of flames, the firebomb impacted the ground, exploding outwards in a ball of fire twice its original size, and caused fire to rain down near the impact zone. Everything that was caught within the blast was instantly charred while the rest scrambled to get away from the raining fire.
Seeing as his first shot was a little off, Dark charged up for another shot. This time, though, he was aiming closer towards the sides of the army to try to help box them in. As soon as he fired off another round, Dark instantly began charging his next shot. Not wanting to waste any time, he tried to get in as many shots in as he could before the others would have to take over. Each shot took about ten seconds for him to channel, then cast. Because of his plan, he was able to fire three shots on the enemies left flank, blocking that side off of escape, before doing the same of their right. With them now having nowhere to run besides back into the forest, Dark began firing in the center of their forces. Now that they were bunched up together, he was easily taking out over a dozen enemy units per shot. After he fired his eleventh shot, Celestia flew back up to Dark.
"You've done very well," Celestia commented. "That should make things much easier on our troops here."
"Until the manticores and hydras get here anyway," Dark said.
"Still, though, it looks like you've cleared out most of them."
"Only because you gave me permission to go ham on them like that. If you hadn't, then I would be more reserved about what kind of fire magic I used."
"Regardless, you've done enough for now and can take a moment to gather your strength."
"Thanks, Princess," Dark smiled before thinking back to Twilight. "But should both of us really be here?"
"What do you mean?" Celestia asked, only to get a raised eyebrow from Dark. Knowing what he meant, Celestia sighed. "I know what you're wanting, but I still believe that with the ursa coming here, I'll need some extra help with it."
"Fine," Dark grumbled, looking over to the treetops at the ursa major coming towards them. "Then I'll just have to finish this as quick as I can so I can get over to help Twilight."
Over on the outskirts of Ponyville, some of the guards were already engaged with the timberwolves and cockatrices. After losing almost half of them to the cockatrice's petrifying gaze, they began erecting magical bubbles to neutralize them. Though they couldn't reverse the petrification, they still fought onward. As the earth ponies took the front lines with their spears and shields, the unicorns stood behind, launching spells over them. While they were busy on the ground, the pegasi would fly overhead, some dropping rocks on the timberwolves and cockatrices, while others would dive-bomb them with their spears at the ready. As the main group of guards stood their ground, one squad of three pushed their way deep into the enemy's ranks.
"That's seventeen," announced Aura Spear.
"You'll need to pick up your pace there kid," Steel Hoof answered. "Because I'm at twenty-one."
"Wish I could join you two," complained Kite Shield.
"Put it like this, Kite," Aura began as she launched another magical spear through another two timberwolves. "Thanks to you, we get to stay alive. By the way, that's nineteen now."
"She's right you know," Steel agreed. "Not only are you shielding us from the timberwolves, but your magic is also blocking out the cockatrices' petrifying gazes."
"Alright, but who's idea was it to charge into the middle of the enemy forces again?"
"... I forgot. How about you, Aura?"
"Sorry, what was that? I can't hear you over the sound of me killing off these timberwolves," Aura said as she sent several magical spears flying, impaling another eight timberwolves. "And that puts me in the lead at twenty-five."
Shaking his head with a smile, Steel continued blasting away at the surrounding timberwolves and cockatrices. Between him, Aura's magic spears, and Kite's shield spells, he was sure that they would put quite a dent in the enemy forces. As they continued blasting and impaling everything around them, a beam of indigo magic flew straight past them, taking out a dozen timberwolves and cockatrices. Looking behind them, they saw Princess Luna standing right behind them.
"What are you doing so far in the enemy's ranks?" Luna questioned.
"Taking them out at the heart, Princess," Steel answered while giving her a salute. "They've been unable to get past us to reinforce their front."
"And what of the cockatrices' gaze?"
"Neutralized, due to Kite Shield's magical barrier."
"How are you able to launch attacks through this barrier?" Luna asked as she looked over the barrier.
"It's a spell that Prince Shining Armor taught me, Your Highness," Kite answered. "It allows those inside to fire magic through it while keeping those outside... well, outside."
"So, you three aren't in any trouble then?"
"The only ones in trouble are those poor guys," Aura answered while pointing a hoof at the enemy.
"Well then," Luna chuckled. "I guess I'll just leave you three to it then. But, if you do end up needing help, call out for me and I'll be there as soon as I can."
"Yes, Your Highness," they answered in unison before Luna flew back towards the main group.
"Well," Kite began. "That was nice of her to check in on us."
"That's the princesses for you. They always have our safety in mind," Steel said.
"That's nice and all, but can we start moving up a little bit?" Aura asked. "The timberwolves are starting to pile up, and some of them are starting to back away."
"Alright then, let's get going!" he ordered as the three made their way deeper into the heart of the enemy forces.
Deep in Whitetail Woods, Twilight, Applejack, and Rainbow were leading the other competitors away from the timberwolves that were tailing them. They had been startled by the sound of the horn blowing, but thanks to Pinkie and Spike watching over them in the balloon, they were able to navigate through most of the forest, and away from danger. Any that ran ahead of the pack and got close enough to them were either blasted by Twilight and Lyra, or bucked to pieces by Applejack, Rainbow, or Bon Bon. As they continued to run to safety, Rainbow would fly up to Pinkie and Spike to get the details on what's been going on, then return to inform Twilight and the others.
"Twilight," Rainbow slowly began. "We've got a serious problem."
"You mean besides the ursa major, hydras, and timberwolves?" Twilight questioned.
"Yeah. Apparently, there's a fleet of manticores heading this way."
"How long before they get to us?"
"Five minutes, maybe ten if we pick up the pace."
"And is there anypony coming to help us?"
"Doesn't look like they can spare any," Rainbow began explaining. "It looks like the stands where everypony was watching the race has a group of timberwolves there. There's also another group that's currently attacking Ponyville as well."
"So we're on our own then," Applejack concluded.
"It appears so," Twilight agreed before looking back to Rainbow. "How do things look on their end?"
"Give me a sec," Rainbow said before flying up to take a better look around. After a few seconds, she flew back down beside Twilight and Applejack. "It's kinda hard to see all the way to Ponyville, but I thought I saw Princess Luna's magic, and some guards were laying it to them."
"And what about the others?"
"I saw Zecora, Fluttershy, Rarity, and some other ponies moving everypony else towards your castle."
"Makes sense. The castle is the most sturdy building in Ponyville." Twilight paused as two ponies came to mind. "But what about Dark and Princess Celestia? How are they doing?"
"I saw Princess Celestia at the head of a group of guards over by the stands trying to organize them. Your coltfriend, though, was standing on the top of the stands. And from the looks of all of the fire, and the pieces of timberwolves flying around, I'd say he's been pretty busy."
"How much fire are ya talkin' about there, Rainbow?" Applejack asked.
"A lot," she answered. "I could hardly see any of the timberwolves through all the fire around them."
"That idiot. He's gonna burn down the entire area if he's not careful. Did he really think it necessary ta go all out like that?"
"Not unless Princess Celestia said it was okay for him to," Twilight said to them. "I told her about how Dark has these restrictions that he's put on himself, unless he's given permission from an authoritative figure, or if he feels his life is threatened."
"So Princess Celestia gave him permission to do all of that?" Rainbow wondered. "Dang, I'm starting to feel kinda bad for those timberwolves."
"Watch out!" Spike called from the balloon above them. "You've got six approaching from your right!"
As they three turned to look where Spike was warning to, they could see the six timberwolves running through the trees. Lighting her horn, Twilight fired a beam that cut through the first timberwolf before she dragged it through the other five. As she did, she also cut down the trees that were in the way, causing them to fall over and make a wall of fallen trees and branches. Without losing a step in their pace, they continued escorting the other racers towards the edge of the forest. With things looking clear, Rainbow flew up to the balloon.
"Alright," she began as she landed in the basket. "How's it looking so far?"
"Those manticores are catching up pretty fast," Pinkie pointed out. "Also, there's like A LOT more of those timberwolves chasing after everypony."
"And what about the ursa major and those hydras?"
"Looks like none of them are following you guys, but the ursa is heading towards Princess Celestia," Spike told Rainbow.
Rainbow turned to look at the fleet of manticores getting close to them, and the dozens of timberwolves running on the ground.
"We need to get those ponies off the ground," Rainbow said. "How many can you fit in here?"
"About six, maybe seven," Pinkie answered.
"But what about the others that will still be down there?" Spike asked. "You and Twilight are the only ones with wings."
"I'll go see what Twilight wants. You two just keep us informed if anything comes too close to us," Rainbow told them before flying back down.
"So, how is it?" Applejack asked as Rainbow flew back alongside them.
"Not very good. There's like a hundred or so more timberwolves following us, and the manticores are almost on top of us."
"And with most of the leaves knocked off, we can't hid ourselves from their view," Twilight added.
"What do you want me to do, Twilight?" Rainbow asked her. "Just give me the word and I'll go try to get some help."
"Can you do that and get back before they catch up to us?"
"If I leave now, I can."
"Alright then, go ahead."
"Can't you just teleport everypony ta safety, Twilight?" Applejack wondered.
"I can't go that far with this many ponies. If I did, I would probably only be able to get us ten yards, twenty at best. I could do maybe take two or three with me per teleport, but I would be tired out by my third attempt."
"Pinkie said that she can carry about five more in the balloon's basked," Rainbow Began. "If we can stuff seven instead of five more in there, I can carry three on my back, and we can all get out of here before the timberwolves show up."
"What do you think, Twilight?" Applejack asked.
After thinking it over for a few seconds Twilight answered, "Let's try it."
"Alright everypony," Rainbow announced as she turned to address the ponies following behind them. "We're gonna get you all out of here. Twilight will teleport three of you to safety while I'll fly some of you to escape in the balloon. After the balloon is full, I'll fly some of you back to where Princess Celestia is. But to do this, we'll have to keep moving."
Heeding Rainbow's words, the group of ponies started running faster to catch up to her and Twilight. Taking one in her hooves, Rainbow began flying them up to the balloon one at a time, explaining to Pinkie and Spike the new plan. Meanwhile, Twilight took three ponies in her magical grasp before teleporting them to safety.
Over on the stands, Dark and Celestia looked over the burning field that was once the army of timberwolves and cockatrices. Those that weren't burnt away by Darks bombardment retreated back into the forest. As Dark surveyed the area and the treetops, he could see the balloon floating in the distance, and the manticores closing in. Seeing this, he began to get restless, shifting from one side to the other.
"Nervous?" Celestia inquired.
"Just about my friends' safety," Dark answered. "If that balloon is any indication, then those manticores will be all over them within a few minutes."
"I know, Dark," she began. "But we can't-"
Celestia was cut-off when Twilight and three other ponies appeared in a flash of purple light in front of the stands. Seeing her back safely, Dark and Celestia flew down to greet her. But right before they could get to her, she was gone again. Curious as to what was going on, they walked over to the three, who they could make two out to be Lyra and Bon Bon.
"What's going on here?" Celestia asked them.
"A plan made by Princess Twilight, Rainbow Dash, and Applejack, Princess," answered Bon Bon, who somehow acquired a pair of black sunglasses.
"Since we couldn't outrun them, they came up with an idea to get everypony in the race back to safety," Lyra added right before Twilight came back with another three ponies.
"Twilight!" Dark called out before she could leave again.
Turning around to see Dark running towards her, she ran over to meet him halfway. After sharing a quick hug, happy that neither one of them got hurt, they pulled back.
"What's going on over there?"
"There's a lot more timberwolves than we originally thought," Twilight began answering. "And with them catching up to us, we decided to get everypony away from there as fast as possible."
"So you're teleporting them all here?"
"I'm trying to. Rainbow will carry as many as she can after she gets the balloon basket full of the other competitors."
"But are you alright, though? You're looking a bit tired there."
"Even though I have a lot of magic, teleporting myself and three others this far is draining on me."
Dark tried to think of some ideas to try and help her, but only one seemed to come to mind. "If you're running low on magic, then you can take some of mine to replenish yourself."
"But don't you need it for the fight here?" Twilight questioned.
"The remains of the first wave left a few minutes ago. Since then, I've been standing here bored and anxious about you and the others. So no, I don't need it right now."
"Alright," Twilight answered as she leaned her horn against his. "Now, are you sure about this?"
"Yes.
"Then try to relax while I draw in your magic. It may feel a little weird, and you might feel a little tired, but it'll only be for a moment."
Closing his eyes to relax, Dark lit his horn to allow Twilight to syphon his magic over to her. It was a strange feeling having his magic being drawn out of him like this, but she managed to not make it feel uncomfortable. Feeling the magical pressure, Celestia turned from her talk with Lyra and the now Agent Sweetie Drops, to see what the two were doing. Upon seeing them, she briefly allowed herself to smile before letting them be with what they were doing. After a full minute of syphoning magic from Dark, Twilight brought her horn away from him, breaking the connection. As she did, Twilight began to feel the effects of Dark's magic. To her, it felt as though fire was now running through her body instead of blood. She also felt a surge of adrenaline as she felt his magic mixing in with hers. Though it would only last for a short amount of time, Twilight felt like she was almost as powerful as when she fought Tirek.
"Wow," Twilight panted, feeling hotter then usual. "Is this what you feel every day? This hot, almost burning combination of magic and adrenaline running through you?"
"Yeah," Dark groaned, rubbing his head. "At least, it used to burn. But ever since I've become a kirin, the burning sensation went away due to my newfound fire and heat resistance. And as for the adrenaline, to me, it actually feels like it's weakened a bit."
"Are you alright? I didn't take too much did I?"
"No, it's alright, I'll be fine after I rest for a minute or two. But you should probably get going. The rest are probably wondering what's taking you so long to get back."
"Oh, right!" she replied before disappearing in a flash of purple light.
After she was gone, Dark groaned, "Now I wish that I had something for this headache."
High above the treetops, riding the back of a manticore, the cloaked figure looked through a spyglass at the sight of Twilight teleporting away from Dark. With a sneer of disgust, he turned his attention towards Ponyville. There he saw most of the guards were petrified, but most of his forces there had been eliminated. Now looking over to where the racers where, he saw Twilight appear in front of them.
Celestia bucking damn it, she can teleport?! he gratingly thought. And now she's teleporting them away to safety!
"Well, that was a complete waste of time," he said out loud to himself. But right before he closed up his spyglass, something caught his vision. Looking through the spyglass towards the castle, he saw a group of ponies rounding them up inside.
"Or perhaps not," he said, a new plan forming.
Looking around at his fleet of manticores, then down at the rest of his mostly hidden army, he began thinking. After a moment of pondering the outcome, he decided to try going with it. If his new plan works out as it should, then every villager would die within the castle. Bringing a hoof beneath his cloak, he began to coordinate his army.
"There's been a change in plans," he spoke, his voice being heard by only those in his army. "All manticores are to attack the castle. Group three will now split into two groups. The first group will continue through the forest and flank Celestia's group, while the second one will sweep around their forces entirely and directly attack the castle. With the number of petrified guards, group one will continue on as planned. In the meantime, I want the second wave of timberwolves to attack. Also, before leaving the safety of the forest, I want group two to spread out. I don't want to see you all burn to ashes before you even get close to the enemy again."
With his announcement finished, he brought his hoof out from under his cloak and firmly grabbed the reigns. While the other manticores went on ahead, the cloaked figure's manticore stayed where it was. If he were to coordinate this attack, he would need to stay back and have a overall view of the battlefields. So with that, he stayed behind, eager to see how they would handle themselves now.
Up in the balloon, Pinkie and Spike continued to keep an eye out on the approaching enemies. They began getting antsy when Twilight didn't get back right away, but once she did, she appeared to be moving faster and carry with her more ponies when she would teleport. At the rate she was going, they wouldn't need to carry anypony extra in the basket. Looking back up, Spike noticed something in the manticore's flying pattern.
"Hey, Rainbow!" Spike shouted. "What's going on with the manticores?"
Flying up to see what he meant, Rainbow took a look for herself. Seeing as they were no longer following after them, she turned to the direction they were heading towards. After a moment, she say that they were heading in the direction of where Princess Celestia's group was at.
"Looks like they're heading over to attack Celestia and her group," she answered.
"Does that mean we're safe?"
"Nope," Pinkie answered, pointing a hoof down below. "There are still timberwolves following us."
"Yeah, but at the rate that Twilight is going, it won't be long before everypony is safe," Rainbow told them. "I don't know what she did over there, but when I saw her, it was almost as though a fire was lit beneath her. I mean, even her eyes looked like they literally had a fire burning in them."
"You mean like that one time when she combusted and her coat turned white, her eyes turned red, and her mane and tail burst into flame?"
"That's called a Rage Shift," Spike explained. "It happens only when a powerful unicorn completely loses their temper."
"Can Darky do that too?"
"Think it's better that we never find out," Rainbow nervously answered. "You can see what he's done without this Rage Shift already. If he can, then who knows what he could do."
"Did you forget what I said already?" Spike reminded. "It's a thing specific to unicorns only."
"Yeah, but Dark was a unicorn before becoming a kirin, right?"
"But that's just it. He's a kirin now, not a unicorn."
"Maybe we should put this discussion on hold before it gets out of hoof?" Pinkie suggested, causing the two others to calm down.
Heading back to the ground with the other ponies, Rainbow flew up to Applejack, who was running alongside the last six racers.
"Whoo-whee," Applejack proclaimed. "Twilight's really movin'."
"No kidding," Rainbow agreed.
"So, how's it lookin' up there?"
"The manticores have changed course towards Celestia's group, but it looks like the timberwolves that were chasing us are keeping at it."
"What? Do ya mean ta tell me that all of them just changed direction all at once?"
"Yeah," Rainbow answered with a hoof to her chin in thought. "It's almost as though..."
"Something is ordering them?" a third voice finished for her.
Looking over to the side, they could see Twilight flying between Rainbow and Applejack.
"Yeah, exactly like that," Rainbow replied. "I mean, how else do you explain them changing direction at the same time like that?"
"You can't," Twilight answered. "Something must be coordinating these attacks."
"Guess that theory ya had about Dark bein' targeted wasn't so farfetched after all," Applejack said. "By the way, is he still over by the princess?"
"Yes, he is."
"Then that would probably explain why the manticores are headin' over there."
"In that case, I better hurry up and get the rest of these ponies over there before the manticores do. Also, the magic that Dark lent me is almost gone, so this will be my last trip for a while. I'm sorry I don't have enough to come back for the rest of you," Twilight frowned.
"Don't worry about it," Rainbow reassured. "We'll just hitch a ride with Pinkie and Spike."
"Yeah. You just go on ahead and help those ponies. We'll be alright," agreed Applejack.
Feeling less guilty about it, Twilight gave them both a quick hug before she took the remaining six racers in her magic, and teleporting them away, leaving Applejack and Rainbow the only ones left.
"Let's head up to the balloon and get away from these timberwolves," Rainbow suggested.
"Sounds good," agreed Applejack. "Ah'm startin' ta get a little tired after runnin' for so long."
"Alright, climb on and hold on tight."
After letting Applejack hop on her back and get a good hold on her, Rainbow flew up towards the balloon. When they got up there, Rainbow gently landed inside the basket and let Applejack hop off of her. Once they got themselves situated inside the basket, they were both instantly tackled by Pinkie in a tight hug.
"Ooh! I'm so happy that everypony's safe!" she happily exclaimed.
"Me too," agreed Spike.
"Well, now that we're all here, let's get going," Pinkie proclaimed as she steered the balloon directly towards the stands.
"But what about the manticores?" Applejack asked. "What if they decide ta attack?"
"Oh, don't worry about them," Pinkie blew off with a smile. "Remember, I never leave home without my party cannon."
"Uh, Pinkie," Rainbow began. "I don't see it here."
"Well of course not, silly," she laughed. "It's hidden in the balloon."
"Now where in tarnation would ya hide a cannon inside a hot-air balloon? Ah mean, the balloon is a balloon, and the basket is too small ta have one," Applejack wondered.
"Oh, you'll see."
"And what's up with this button?" Spike asked."
"Again, you'll see," Pinkie answered again with an unsettling grin while rubbing her front hooves together.
Over on the outskirts of Ponyville, Steel Hoof and his two comrades just finished up the last of the enemy units that attacked them. With the help of Princess Luna, any further losses had been prevented. However, they still had two dozen petrified guards who needed attending towards. With things calming down for the moment, Luna and a few others helped bring them over to Twilight's Castle. Luna knew from Celestia and Twilight that Zecora was a great apothecarist, and could make a potion to cure them. That is, unless they could get another cockatrice to willingly undo the petrification.
After Luna and the others tending to the petrified left, Steel Hoof was set in charge of the guards there. Looking over what he had left to work with made him slightly uneasy. He also felt uneasy that so many had been neutralized during that first wave, and the hydras weren't even there yet. Despite those negatives, though, he was confident that so long as Kite Shield could hold out, they could survive this and protect the town from destruction until they returned. Feeling the ground tremble beneath his hooves, Steel turned around to the forest's edge to see a wave of over several hundred timberwolves rushing out at them. He also saw the hydras marching right behind them, and the manticores flying overhead. Taking a moment to calm himself, Steel took in a deep breath before addressing his remaining forces.
"This won't be easy," Steel Hoof began. "But if we can hold out until Princess Luna and the others return, then we might have a chance. Until then, all unicorns who specialize in defensive spells will shield us from the enemy, while the rest of us will take them out."
Obeying his orders, they gathered in a circle while the unicorns gathered in the center to combine their magic to form the barrier around them. Once it was erected, they allowed slots to be made in them so that the others would be able to thrust their spears out at their attackers, or so the other unicorns could shoot them with blasts of magic. But they didn't wait that long as they were already blasting away at the charging army, hoping to thin out as many as they could before they got within range for their melee weapons. While they managed to take out several dozen timberwolves, there were just too many of them. Soon, before they knew it, the swarm of timberwolves were almost literally on top of them while the manticores just flew on by.
"Hey, guys," Aura called to Steel and Kite. "Doesn't this kinda remind you of that one strategy game that we used to play with that one race of ugly, fleshy creatures?"
"You're talking about Suncraft and the grez, right?" Steel clarified.
"Yep, that's the one. Reminds me of when we would get grez rushed early in the game."
"Only this time, the grezlings are the timberwolves, and this is for real," Kite added, just before the timberwolves crashed against the barrier.
As they struck, the unicorns holding it grunted from the force behind it, but the barrier held together. While the timberwolves were scratching and clawing away, trying to get past the barrier, the ponies were stabbing and blasting them. But, for each timberwolf slain, another quickly took its place. After a few minutes passed, the dead timberwolves were starting to pile up, making it harder for the others to replace them. This was both refreshing as the guards could take a quick breather, but dangerous, for if the timberwolves got too bored with them, the could leave them in exchange for going after the village instead. As one, the unicorns holding the barrier together decided to move it out of the pile of fallen timberwolves, and into open ground. Now back in a position to resume drawing their attention and thin out their numbers, the guards continued fighting off the timberwolves. Although they didn't know how many there were exactly, or how long they would need to fight, they did know that if they failed, Ponyville and its citizens would fall.
Meanwhile, over by the stands, Dark just finished setting up his forth fire trap for the hydras and ursa major. He wasn't sure how much it would do to the ursa, but if he activated one while a hydra was standing over it, he figured that it would burn a good chunk off of them. Wiping the sweat off his brow from tiring himself by casting such strong spells, Dark went back over to Celestia's side.
"Have you finished the preparations you wanted?" she asked.
"Yeah," Dark answered. "If we can get a hydra to stand over one of them when I activate it, it should finish it off right away."
"Is this one of those spells you would use when you used to defend your village?"
"No, it wasn't. Granted that I did try it once, but since dragons are pretty much fireproof, I stopped after the first time it failed."
"Ah, I see."
"To be honest, I've never used this much fire magic in one battle before. It's kinda refreshing to be able to use it freely for once."
"We'll you better get used to it," Iron Guard said, walking up to the two before pointing to the forest's edge. "Because here they come."
On cue, hundreds of timberwolves charged out of the forest, followed by four hydras with the ursa still trailing further behind through the forest. As they drew closer, they made sure to spread out and avoid the fires burning on the ground from the previous assault.
"Positions!" Celestia called out.
Obeying her orders, the now organized group of guards formed a line in front of the princess. While the earth ponies and some unicorns were at the front with shields and spears of both metal and magic, the off duty unicorns were standing back up in the stands, launching spells at the charging timberwolves. While those two groups were busy, the pegasi were flying overhead with some rocks that they gathered earlier and began dropping them on the enemy's heads. During this time of assault, Princess Celestia looked to the sky to see the fleet of manticores almost literally right over them. Lighting her horn, she fired a beam of magic and dragged it through several manticores, cutting each of them in half. She was soon joined by Captain Iron Guard as he too was shooting down manticores, causing them to fall and land on the charging timberwolves. While they were doing that, Dark continued casting fire spells at the timberwolves. Though he used a lot of magic and couldn't cast as many firebombs as before, he was now shooting off normal fireballs. Although they were smaller than their big brothers, they could be fired at a faster rate.
As the timberwolves began falling and continuing to run out of the forest, the hydras soon followed, each head giving out a roaring cry for something to eat. But, while things seemed to be going well, something seemed off. None of the manticores were diving after them. Stopping their attack for a moment, Celestia and Iron Guard looked to see them flying over them without making any kind of move. As they watched, Iron Guard noticed another group of timberwolves charging their right flank from a section further down the forest. Calling the attention of his troops, they redeployed some of them to protect that side. But, while they were doing that, Celestia noticed a second group behind the first that, instead of turning to charge them, kept running forward. Looking in the direction that the manticores and this new group timberwolves were heading, she could see that they were heading for Twilight's Castle.
"We have a problem," Celestia told Dark and Iron Guard, getting their attention. "It seems as though those timberwolves and manticores are heading straight for the castle, and the civilians."
"But we don't have any armored guards over there," Dark said. "If we don't do something to protect the ponies, then it won't matter if the town is saved or not."
"And those pegasi I sent to get those storm clouds aren't back yet," grumbled Iron Guard.
"Alright then, who's going to help them?"
"Dark," Celestia began. "We can't-"
"Spare anypony to go help, I know," Dark interrupted. "But this isn't like last time where it's only a dozen or so ponies. This time, it's the entire population of Ponyville in there. Even if it's only one of us that goes and helps them, it'll at least be better than letting Twilight and the others fight them all alone."
"I know that," Celestia sighed. "But I also can't leave everypony here to die."
"With all due respect, Princess, it's our job to fight, and possibly die, to protect the ponies of Equestria," Iron Guard told her. "And we will fight as much as we can to see that that job is done right."
"Besides," Dark added. "How else are we suppose to have any fun? Because idly standing by isn't exactly the most exciting thing to do."
Giving them a small smile, Celestia shook her head amusingly at them. She then turned and spread her wings, pointing towards the caste.
"In that case, I have one order for both of you," she began, turning her head to look at them. "Don't die."
"No promises," Dark laughed, causing Celestia to chuckle before flying off to help support Twilight's Castle.
After Celestia flew off, Dark and Iron Guard turned back around to the two forces closing in on them. As they neared, they looked to each other.
"The way you said that makes it sound like you've done this before," Iron Guard observed.
"Well I did spend a good chunk of my life defending my old village from invading dragons. Does that count?" Dark asked.
"I suppose it would. So, what do you think?"
"That if we were to keep count that I would win," he quipped.
"I meant about the enemy forces. There are two of us, and they're attacking us on two sides."
"Well, if you're asking which group I want, then I'll take the big one with the hydras. Besides, I need to pay attention to where they are and try to guide them over my traps."
"Then I will help defend our right flank. After we're done there, we'll come help reinforce the front."
Giving each other an understanding shake, they bid one another good luck before running to their designated sections of the battlefield. Taking his position behind the line of shields and spears, Dark began assisting them by shooting fireballs into the army of timberwolves. By this point, the timberwolves were clawing away at the shields, causing Dark to avoid firing at their front and instead aim farther back. But as he continued to fire off one fireball after another, a mass of indigo fur burst through forest's edge.
Looking around, the ursa major let out a beastly roar, causing every pony and timberwolf within earshot to cover their ears. As it looked around the battlefield, taking in all that were involved, its gaze fell upon Dark. Seeing his target, the ursa let out a growl as it stared at him. Seeing it looking directly at him, Dark ran to one side, seeing if it was looking at him directly, or somepony in his direction. As it turned its head to follow Dark, he ran back the other way, its gaze still locked on to him. Deciding to no longer run around, he flew up to be at eye level with it. Seeing it continue to stair at him, now bearing its fangs, Dark gave out a chuckle.
"You're big," he told it, before breaking into a joyful and exciting grin. "Fought bigger."
Inside of the castle, Twilight was busy getting everypony there situated with a comforting blanket, and some food. She probably would've been overwhelmed by it all if it wasn't for Zecora, Rarity, Fluttershy, the Crusaders, and the off duty guards helping her out. While they were getting everypony situated, Princess Luna and some of the guards she brought were carrying the bodies of petrified ponies. Seeing them, Zecora went to the basement to whip up some cures along with Apple Bloom. Though it wasn't apart of her cutie mark, she was still well adapt at making and assisting with potions, thanks to Twilight teaching her. And of course, Scootaloo and Sweetie Belle followed after to assist however they could. After they got everypony situated, they went out on one of the balconies with a telescope to look out at how the battle was going so far. Twilight looked into the lens to get a better look at what was going on. As she did, she could see the guards outside Ponyville completely surrounded, but holding strong. Relaying what she saw to the others, she turned her scope towards the stands. As she did, she saw Princess Celestia flying her way. Removing her eye from the scope, she looked up just in time to see her starting to land.
"How is everypony doing?" Celestia asked them.
"About half of the guards that were in Ponyville were petrified by the cockatrices when I got there," Luna explained. "Some of the other guards and I brought them here to be cured."
"Other than that," Twilight began. "From what I've seen through my telescope, the remaining guards in Ponyville are holding up well, despite them being surrounded. As for how things are here, we've got most of the ponies settled down, thanks to the guards you sent to help us."
"So there aren't any casualties yet?"
"Thankfully no," Luna answered.
"That's good to hear, but this is far from over."
"Are you talking about the ursa?" Twilight asked.
"Not only that, but it looks like the timberwolves that were following you and the other racers are now heading directly here. Plus, the manticores are heading over here as well."
"Are you saying that the castle will soon be under attack?" Rarity nervously inquired.
"Unfortunately, yes."
"In that case, Rarity, Fluttershy, and I will make sure everypony is moved further into the castle, and reinforce the windows and doors," Twilight said before she and the others ran off, leaving Celestia and Luna alone.
Looking up to see the two fleets of manticores and the group of timberwolves converging on the castle, Luna and Celestia turned to look at each other.
"It's been a while since we've fought together side-by-side on a battlefield, hasn't it, sister?" Luna spoke.
"Yes, it has," Celestia agreed. "If I had to say, it would have been when we first fought King Sombra."
"I suppose so." She paused before her face turned to a grin. "So, which do you want?"
"Sorry?"
"Do you want to take the manticores while I fight the timberwolves, or vise versa, go down there and fight them head on, or should we both stay up here and rain our glorious magic down upon them?"
"It would probably be safer to stay up here," Celestia answered. "Besides, we'll have a better vantage point from up here for targeting both groups."
"Then let us waste no more time, sister," Luna said before firing off blasts of magic into the groups of manticores flying off in the distance towards them.
Following her younger sister's example, Celestia lit up her horn and began firing away at the manticores and at the timberwolves charging them. Together, and without words, they decided that so long as they were there, they wouldn't let the castle, or the ponies within, fall.
Flying back on his manticore, the cloaked figure looked through his spyglass to see how the battle was progressing. His forces in Ponyville had the guards surrounded, and was sure that they would fall in a matter of time. Turning in front of him, he saw the ursa major and Dark had locked gazes at each other, ready to attack at a moments notice. He then turned towards the castle when he saw indigo and gold beams of magic shooting out from it. Taking a closer look, he saw Princess Celestia and Princess Luna standing on the balcony, sniping away at his forces.
So the Princess of the Night is here as well, he thought to himself. This'll be much harder than what I expected. But if we should succeed, then I could eliminate all three princesses and take over Equestria. Ooh, what a bonus that would be.
He stopped as another plan came to mind. While he was confident about his forces at the front, if he were to coordinate his fleet of manticores, then they could allow for the timberwolves to break into the castle. Making his decision, he took the reigns and steered his mount forward towards Twilight's Castle.
"I've sat back long enough, and this is far too important to risk leaving to them alone," he told himself. "Besides, if you want something done right, then do it yourself."