//------------------------------//
// 2 Attack on Canterlot 
// Story: The Last Cutie Mark Crusader 
// by Jatheus 
//------------------------------//

The lights stabbed Scootaloo in the eyes, breaking her sleep. She and all the other cadets scrambled to their hooves as they heard a drill instructor barking orders at them, "Out of bed, ladies! Everypony, gear up; you'll need harness and boots only. Leave your racks as they are, and rendezvous in the assembly area. Five minutes!" Every pony in the barracks got to work with their gear. Scootaloo pulled her combat harness on and then her horseshoe boots. She cast a thankful glance at the armor plates and helmet, the weight would be very heavy for a normal pony, but they had been training with this equipment for nearly two months, so they barely noticed. Still, it was nice to only need the light gear for a change. The really bad days were when they had to carry weights from their harnesses and perform distance flights. There were supplies in packs on their harness that contained two day rations, drinking water, a flashlight, rope, a first-aid kit, fire starter, knife, flight goggles, and field survival kit. Scootaloo yawned; she was very groggy, then cinched up her harness and joined the group.

As everypony filed out of the barracks, the clopping of their horseshoes echoed in the emptying building. The night air was cool and damp. Scootaloo was in the middle of her squad, but she could see that the other barracks all over Cloudsdale were emptying like theirs was. The entire city was lit up. Whatever training op was going on, it looked like every cadet in the city was going to be part of it. She caught sight of a clock, and read the time as 01:47. Still waking up, Scootaloo was very curious as to what this could be. They'd been up in the middle of the night before, but never this early. She caught sight of Cloud Blazer. She always thought he looked a little silly all geared up. Of course, she probably looked just as ridiculous, but with everypony sporting the same cropped mane and tail and wearing the same harnesses, it'd be hard to tell anypony apart from any other.

The cadets all fell into their assigned positions; the briefing would be next. Scootaloo was amazed at the difference when it wasn't just a hundred at this gathering, there were thousands of cadets packing the assembly area. Rainbow Dash stepped forward, addressing all of them, "Good morning, cadets. Less than an hour ago, the timberwolves launched an all out assault on our capital city of Canterlot; this is no drill." Gasps and low murmurs were heard as Rainbow Dash paused to let that sink in. "The magical shield that protected the city failed within the first few minutes of the attack. As some of you already know, Canterlot sits high on the edge of the mountain, so the citizens are cut off from retreat. Royal scouts arrived here to ask for our help, and we are going to give it to them." It was an eerie feeling, such heavy silence in the presence of so many other ponies. Scootaloo was now wide awake. "Our mission tonight is to fly to Canterlot and evacuate the civilians to Cloudsdale. There are already unicorn ponies on the way here to prepare the stadium to receive earth and unicorn pony refugees. This is the hour we've been training for. Tonight is when we once again tell the timberwolves that they can't take our friends. Am I right?" There was still silence from the cadets. Rainbow Dash shouted, "I said, am I right?" The pony cadets roared a battle cry that stirred something in Scootaloo, something a little different than she had ever felt before. She joined in their battle cry; she felt powerful. "Each group will see drill instructors for assignments. We depart in five minutes. That is all."

Drill instructors began shouting for ponies to go this way and that, arranging their squads into a formation. Squad leaders would actually be commanding their squads today. Scootaloo and Cloud Blazer were under Sparklefly's command. The others were stallions Thunder Boomer, Sky Burst, Flame Out, Treble Cleft, and mares Rain Dancer, Cherry Blossom, and one that Scootaloo couldn't remember her name; the others usually called her 'Pink'.

The drill sergeant in charge of their company of ten squads began speaking quickly to them, "Listen up, ladies, this is our strategy. We are not going to engage the enemy unless there is no other choice. You have been trained well, but today is not the day for heroics. Colonel Dash has already left to scout the combat zone. When we arrive, she'll provide us with our LZ and additional instructions. Double check your harnesses, we're going to be carrying earth and unicorn ponies all the way to Cloudsdale from Canterlot."

Hearing the sound of buckles as everypony checked their harnesses, Scootaloo realized suddenly that those miles and miles of hauling weights didn't seem quite so silly now.

The instructor continued, "We have mustered every cadet and able-bodied Pegasus that we could find a harness for. Those that can't fly are helping prepare the city for arrivals. There are no civilians in Cloudsdale tonight. Final note; we are mobilizing three-thousand, one-hundred and twelve Pegasus ponies for this evacuation. It will take us three trips to remove the entire population of Canterlot." The instructor looked directly at Scootaloo as he spoke, "Do not outpace your instructors tonight. You need to save your strength to carry as many ponies back as possible." Looking back around at the group again, he shouted, "If you fail, innocent ponies die. Is that understood?"

En masse, they replied, "Sir, yes sir!"

"Alright then, goggles on; company, on me!"

The instructor galloped to the south-east, and every pony followed, squad by squad. As they approached the edge, they all jumped, spreading their wings to take flight. Scootaloo exchanged glances with Cloud Blazer and Sparklefly, but nopony spoke. They moved into a flight formation with Sparklefly in the lead.

There was a slight headwind, but they would be thankful for that on the return journeys when they had cargo. Canterlot was lower in elevation than Cloudsdale, which made the flight in more of a gliding than flying. They moved at a brisk pace, but not very fast. The other squads formed up around, ultimately taking the formation of a V for maximum aerodynamic benefit. Scootaloo could hear what she thought was quiet crying. She barely noticed at first because her own heart was pounding so hard. A quick glance in one of the rear-view mirrors on her boot toe revealed one of the ponies right behind her fighting to hold back tears. It was the pink one.

Scootaloo was unable to break formation, but she called back to her, "How's it going back there?"

The other pony, a mare, swallowed hard, "A-okay, ma'am."

Scootaloo was not even a little convinced and snorted, "I'm not a ma'am. Name's Scootaloo, what's yours?"

"I'm Pibs," came a timid reply.

"Where are you from?"

"What? Oh... Dodge Junction... I was there... when..." she didn't have to finish.

Everypony knew what had happened in Dodge Junction. The ponies defending used a rather large amount of fire to burn the timberwolves down before they could take the city. It was working initially, but their numbers surged so much that burning timberwolves broke through the pony lines and set the entire city ablaze. The evacuation fell apart, and ponies were taken by the flames. That was how Dodge Junction was lost. Pibs was in the heart of town with her family when the fire ravaged the city. Her mother was an earth pony, and her father wouldn't leave the others behind. Pibs was the only one to escape. She went to Cloudsdale, and finally joined the military because she had nowhere else to go.

"I'm from Ponyville, and I can tell you Pibs, I've seen a lot of crazy stuff. I know you've been through even worse. Up ahead, there are a lot of ponies that need our help. They need us to focus, to be clear, and to do the job. If we don't help them, no one else will, right? I know you're scared, Pibs. I'm scared too, but we can't think about that right now, okay? We've got to get to the LZ and help save some civilians. Some day, you and me, we'll pay back these stick dogs for what they've done, but not today. Just stay close to your friends, and you'll be fine."

"Scootaloo... I don't really have any friends..."

"You have one now, Pibs; and I'm going to be counting on you to have my back in Canterlot. Are you with me?"

Pibs felt confidence surge through her, "I'm with you, Scootaloo." While her fear was only slightly diminished, she was comforted a great deal.

As they continued on, they could make out the glowing lights of Canterlot in the distance. A single Pegasus pony shot passed them, heading in the other direction. Word was passed back that it was a scout, ferrying news back to Cloudsdale of the situation in Canterlot. Orders started filtering back from the leaders as they neared the end of their forty-five minute flight. The scouts would fly so fast that they could make the trip in twenty minutes flat, but they only had to make one trip before resting, and they weren't carrying a payload. A different scout would fly information back the other way when needed.

Sparklefly addressed her squad, "We have identified the LZ. Our squad will be in front, and lead the entire force into a single pass of the city. Then we will land first on the nearest side of the platform. Landings will be at squad leader's discretion, so stay on me."

They responded as one, "Copy that!"

The entire mass of pegasus ponies began to take shape and formed into several attack lines. The leaders led them on to circle the city and the entire group followed behind. As they came about, they could see heavy fighting near the bridges that led into the city. They could make out that all of them had been destroyed to some degree or another, but the timberwolves had filled the gaps with their bodies. Hordes of them were clawing their way passed the dead and into the city. Unicorns had formed up in firing lines and were blasting away with all the magic they had, and earth ponies were fighting a desperate hoof to claw melee on the southern side. All of that fell from view, and they saw the citizens of Canterlot fleeing to the west. Then the landing platform came into view. It wasn't nearly large enough for an evacuation of this magnitude, but it was the farthest point from the fighting, and it had good access to get in and out easily. They could see Rainbow Dash and Princess Celestia conversing with the leader of the Royal Guard, General Mane Crusher. There were very few soldiers here. Most of them were Wonderbolt drill instructors. They were holding the civilians back to give the flight squads a chance to land. Without a word, Sparklefly led her squad to a perfect touchdown.

There was a great amount of shouting, practically a cacophony of voices all trying to be heard. Families were trying to stay together, but they were being split up in all of the confusion. The drill sergeants were reassuring everypony that they were all heading to Cloudsdale together, and that they would be reunited with their families there. The squad hooked their tow package onto ponies to evacuate them. It consisted of a heavy duty carabineer that attached their harness to one that their evacuee also wore. Sparklefly checked each of her squad's harnesses personally, and then double-checked her own.

"Sparkle-squad, on me!" she commanded, and they all made the jump off of the edge, extending their wings to keep as much altitude as possible. The payloads were heavy, but they had been training by carrying weights for this very purpose. Scootaloo glanced back to see other squads still circling, and others following them already. They would not have the large formation that they had come out with initially. Suddenly, a scout flew passed them from Cloudsdale, and circled around to address Sparklefly.

"Ma'am, Cloudsdale reports that they are dropping altitude all the way to the deck. It should make for an easy coast," the scout quickly rattled off.

"Cloudsdale dropping altitude, copy that," Sparklefly responded.

The scout was off again like a flash. He did not stop at the next squad, but continued on into Canterlot to tell the ground personnel. The second squad followed 'Sparkle-squad' in not gaining altitude. The tailwind was very nice, but it wasn't very strong. All in all, it only shaved about two minutes off of the return trip. As they approached Cloudsdale, it was eerie how low to the ground it actually was now in the darkness of the night. It couldn't have been higher than three-hundred feet. They dared not go any lower for fear of the timberwolves amassed there, but it was low enough for the recovery efforts. Sparklefly led them directly into the stadium, and were waved in by the unicorns. The squads began landing and quickly unbuckling their passengers.

"Thank you for flying Scootaloo airlines. Please watch your step as you exit, and have a nice day, cause we pretty much just saved your lives." Scootaloo joked, "we're awesome like that." Cloud Blazer grinned, but he was already sweating from the flying.

Sparklefly ruined the mood, "Take one drink of water, we're in the air in thirty-seconds!" She didn't have to tell them twice to get some water. They hadn't realized how thirsty they were, but they only took one drink before capping their bottles and replacing them in the harnesses. "Sparkle-squad, are you ready?"

In unison, they replied, "Yes!"

"Then let's save some more lives. On me!" Sparklefly shouted to them, and with the flapping of wings, they were off again, back toward Canterlot.

The trip back was a bit more miserable. They were gaining altitude the entire time, and flying into the wind. Sparklefly kept the pace slow. They passed other squads with refugees heading the opposite direction, stretched out in a long line nearly the entire way back to Canterlot. When they arrived, the LZ was full, so they circled the city to wait for it to clear. Half of the city was in flames. The smoke was a blinding and choking fume that was rising into the darkness above. The fighting was much more widespread in the streets now. The defenders were trying to slow the timberwolves advances down as the evacuation efforts continued. The northern quarter had some kind of labyrinth of shields going this way and that, and the timberwolves were almost stopped there. The south side was in complete retreat, and the middle was trying to reinforce the south. As they passed over, they saw Princess Celestia arrive on a tower that overlooked the southern field, and she put up a blast of energy that stopped the timberwolves in their tracks. She continued to channel the energy as 'Sparkle-squad' flew out of view. They came back to the LZ, and were able to touch down.

The evacuees looked much more desperate, and were getting near to panic. As quickly as was possible, the cadets harnessed up all of their passengers and followed Sparklefly again off the edge, and back toward Cloudsdale. They would still see scouts zipping one way, and then the other from time to time. The sky was growing darker now. They couldn't see the stars anymore. As they dropped off their second load of refugees, the clock struck 5:00am. Scootaloo looked around at the others, and they were all tired, but the resolve in their faces was unlike anything she'd ever seen before. They took some more water, and took flight a final time for Canterlot.

...

Not ten minutes into their flight, it started to rain. It wasn't heavy, but it made flying that much more miserable. Their goggles were designed for all weather, but rain made it difficult to see, especially since it was still dark. As they neared Canterlot, the earliest light was on the horizon, but at least the rain had stopped. It looked as though the entire city was engulfed in flames. 'Sparkle-squad' had no one directly behind them anymore, and they hadn't seen any other squads of ponies for a little while. As they flew in, a scout came out of nowhere, shouting a warning to them, "Hot LZ, hot LZ, not safe to land!"

"Copy hot LZ," Sparklefly shouted to the scout. "Sparkle-squad, are you with me?"

Scootaloo shouted, "Yes ma'am!" The others all exchanged a nervous glance. Scootaloo shouted, "Sparkle-squad are you with us?"

Pibs, Cloud Blazer, and then the rest shouted, "Yes, ma'am!"

They followed Sparklefly around and came upon the LZ to find what can only be described as absolute mayhem. Timberwolves were all over the LZ, unicorns were blasting away left and right, Pegasus ponies were throwing timberwolves off of the edge, earth ponies were fighting tooth and hoof. Sparklefly led them on a pass, but did not land.

Scootaloo shouted, "We have to help them!"

"We are here for the evacuees first, then we help them!" Sparklefly replied.

Scootaloo desperately wanted to assist the others fighting on the LZ, but she stayed with her squad as they circled higher, looking for a place to land where they could find ponies to evacuate. Princess Celestia was nowhere to be seen. The defense on the south side of the city had completely folded, and there was fighting all over. Small pockets of defenders were still holding on, but they were all separated from each other.

A barrage of magic zipped into one of the buildings they passed close by, which sent a shower of debris into the squad's flight path. Several of the ponies were hit instantly, and Sparklefly was shouting, "Contact left, break! Break! Break!" The squad split into different directions, two going left, three up, one straight down, and the rest right. Sparklefly shouted, "Rendezvous at the LZ!"

Scootaloo noticed that it was Pibs going down, and she was alone. She wasn't flying. Pibs was falling. Scootaloo shouted, "Brownie, on me, now!" She didn't wait for a reply, but made a burst of full speed for Pibs. Cloud Blazer was right behind her. Scootaloo grabbed her harness to slow her fall and wings beat the air as hard as they could. Cloud Blazer went underneath Pibs and did the same, but they couldn't reverse the fall. They all slammed into the ground and sprawled out on the street below a terrace.

Scootaloo was the first up, trying to figure if she had broken anything, but then turned her attention to Cloud Blazer. He was a little dazed, but he was already getting up. Pibs was groggy, but alive. It looked like she had taken a direct hit to her head. They could hear fighting all around, but couldn't see much due to the smoke and fires.

"Now what?" Cloud Blazer asked as he surveyed the area around them.

"I'll take her on my harness," the answer shot back.

"Fine, take some water first," he suggested, and they both did. They tried to give some to Pibs, but she was out cold. As they were hooking Pibs to the harness, several timberwolves came around a corner and saw them. Their snarl made Scootaloo drop the harness and attach her knife to her front horseshoe. She and Cloud Blazer just had time to put a little distance between themselves and Pibs when the timberwolves reached them. Scootaloo bucked one, then spun around and pruned another with the knife. Cloud Blazer reared back, using his front hooves to kicked two of the others to hold them back, but there were more coming around the corner. As they fought viciously against their attackers, they heard Pibs cry out. Scootaloo did another spin, bucking and kicking with her hind legs so she could see. Pibs was awake, but disoriented, and near panicking.

"Pibs! It's Scootaloo! We don't have time to panic. We need your help right now, so you can suck it up and help us fight these timberwolves!"

Pibs shook her head, and was almost back when one of the timberwolves got passed Scootaloo and Cloud Blazer. As it reached her, she dove right into its legs, sending it crashing to the ground. It jumped back up, and rounded on her. As it was about to pounce, it was crushed by two pony stallions that had jumped from the terrace above. They wore the armor of the Canterlot Guard. They charged directly into the fray, letting out a battle cry that nearly made Scootaloo loose her own nerve to fight. The stallions made very short work of the remaining timberwolves.

"Th- Thanks..." Scootaloo said, almost in shock at the display of raw power she had just witnessed.

"My pleasure. I'm Brax, the unicorn is Lighthoof. We're with the Canterlot Guard."

"I'm Scootaloo, this is Cloud Blazer, and the groggy one is Pibs. We're cadets from the Wonderbolt Military Academy."

"They've called the cadets out to fight?" Brax seemed shocked.

Cloud Blazer answered, "Well, not exactly, sir... We are with the evacuation force. We got separated from our squad."

"We've been separated from the rest of the forces for at least an hour. We've been trying to fight our way to the LZ."

Scootaloo spoke, "The LZ was overrun; we couldn't land. We were circling, looking for survivors when we came under attack ourselves. Pibs was shot down, and that's how we ended up here."

Lighthoof said, "Well, we are certainly sorry to interrupt your party, but your guests were incredibly rude," he had a very sweet and smooth voice for a soldier.

Cloud Blazer said, "You guys need a lift? We are supposed to rendezvous at the LZ anyway. We can take you there and then decide what to do."

Brax and Lighthoof nodded, and they got into the harnesses. The two almost looked like they could be twins, both being solid white stallions in matching armor. Their eyes told them apart. Brax had deep blue eyes, and Lightfoot's were green. Brax was also much older than Lighthoof, and there was also Lighthoof's horn. Pibs had recovered enough to fly, but she had a massive headache. Scootaloo took Brax; Cloud Blazer took Lighthoof. They were able to get off the ground without further incident, and they stayed close to the buildings, avoiding the windows, until they gained enough altitude to fly safely. They could see squads of cadets circling overhead, looking for a place to set down, but there just wasn't any safe place to land. As they came around to the LZ, it had been completely taken by the timberwolves. They had filled it and were snarling at the cadets that circled out of reach. They couldn't see Sparklefly anywhere. They circled the city twice, but couldn't find anyone in command. Their rescue efforts had fallen apart.

Scootaloo said, "This is hopeless. Brax, we're going to get you two to Cloudsdale."

Brax objected, "Wait, what's that?"

"What?"

"Left, and down, on that edge. That building; do you see?" Brax pointed a hoof. The smoke cleared for a moment and they spotted a group of unicorn and earth ponies fighting at the entrance of a building. It was one of the few that didn't have any terraces, so there was no safe place to land.

"We can't fly into that." Scootaloo observed.

"Take us down." Brax ordered.

"We'll be dead before we reach the ground," Scootaloo argued.

"Take us down; we are going to assist and assess their situation." Brax insisted.

"No; we're not dying today."

"Cadet, I am a commander in her majesty's Canterlot Guard, and I am giving you a direct order. Fly away after you drop us for all I care, but take us down, now!"

Scootaloo was about to object again, but then she saw that Cloud Blazer was already on his way down, so she followed. As they came in close, Lighthoof shot out a beam of energy that cleared the road for almost two blocks. They hit the ground at a gallop and got inside the building. As their eyes adjusted, they were dumbfounded to see hundreds of ponies, mostly civilians crammed inside. There may have been as few as five soldiers actually defending it, and they immediately returned to their positions at the door.

Unhooking himself, Brax shouted, "Who's in charge here?" Everypony looked around uncomfortably. "Alright then, is there a medic?"

An older stallion in the back raised his hoof and said, "I've been a doctor here in Canterlot for almost thirty years."

Lighthoof smiled, "You'll do. These Pegasus ponies were gracious enough to give us a ride, but they were assailed along the road. Please see to returning them to flight status immediately."

Brax turned to the cadets, "You have my thanks; I'll likely be asking more of you soon. Until then, rest here." To the others, he ordered, "find anything you can to block that door and seal it up." Panic swept the room, as did murmurs of being trapped and dying. Brax shouted, "Did I give you permission to panic?"

A deafening silence ensued and, somewhere in the room, a pebble dropped to the floor.

"Now, seal that door. You've all done an amazing job holding this building, but we need a safe back down here; we're going out another way. Lighthoof, come with me."

The other ponies all hurried themselves sealing up the door. Brax and Lighthoof ran for the stairs and disappeared up them.

...

Sparklefly and the remainder of her squad were still circling. The cadets had no drill instructors to yell at them, and they didn't know what to do. They had no LZ, so they just kept circling. It was the same for all of the cadets. Thousands of them were just flying around the city, waiting for somepony to tell them what to do. Though she felt uncertain, this spawned an idea.

Sparklefly said, "Alright Sparkle-squad, listen up. We haven't seen any of the commanders, but we know there are still ponies down there that need to get out. We are not going to leave them behind. See the palace tower? That will be our rendezvous point. I want you all to split up, go to each of the other squads and get them to join us there. Thunder Boomer, you take the north; Cherry Blossom and Sky Burst, you go west; Flame Out, handle the east; Treble Cleft, you and Rain Dancer cover the south. We've got to get organized or we're not going to be help to any-pony. Go!" Her squad shot off in their assigned directions in complete compliance. Now Sparklefly was incredibly nervous. She was worried about Scootaloo, Cloud Blazer, and Pibs. Dread was making her question herself in what she was about to do, but she just couldn't think of another way. She wanted desperately to go home as she flew toward the palace tower. Home to her Momma-Mare, to lay down and let her stroke her mane; listen to her dad gripe about worms in the orchard or some other pest. But Apple Loosa was lost, her home destroyed, and her father dead; she came back to the present. Looking down at the heavy fighting below, Sparklefly knew that they were going to regret not bringing their armor. She arrived at the rendezvous point and awaited the other squads to form up. They all came. In total, it was an awesome sight. Over three-thousand cadets were waiting for her to tell them what to do. The squad leaders came near. It was now early dawn, but the sky was filled with the smoke and stench of battle. The others looked as weary as Sparklefly felt from a lack of sleep and the physical exertion of the flying they'd been doing through the night.

Sparklefly used her best authoritative voice, but she could feel it quivering a little, "Listen up everypony! We're not done here. There are ponies down there that need our help. They were told to go to the LZ. They were told that it would be safe there. They were told that we would save them if they can just get there. That means that they will be headed to that platform. That means we need to clear off the timberwolves so we can save them." The more she spoke, the stronger her conviction became. She could also see in the other squad leaders that they knew she was right. "We're about to do something that's not safe, but if we don't do it, thousands of ponies will die. Do you understand me?"

There was silence for a moment, and then the roar of over three-thousand ponies calling back in one voice, "Ma'am, yes ma'am!"

A quiver ran down Sparklefly's spine unlike any feeling she'd ever had before. "Dodger! Take your squad and continue circling; I want you to look for any other survivors that still need to be evacuated, got it?"

"Copy that, ma'am! My squad, on me!" Dodger and his squad began circling the city.

"All squads from the north barracks, listen up! There is a choke point about six blocks back from the LZ. Do you see those staircases? Go and take them, and don't let a single timberwolf past you. I'll send relief as soon as it's available." The north barracks squads immediately formed up and headed off to the staircases.

Sparklefly looked to the remaining companies of cadets, "The rest of you, follow me! Squad leaders, keep enough space from the squad in front of you to maneuver." They all nodded in assent. "Alright, let's form up!"

She started flying out in a wide arch, and all squads formed up behind hers.

"Nice speech," Treble Cleft said.

He sounded nervous, but Sparklefly had no words to comfort him. She was doing her best to keep her own fears in check. The group of cadets came around and in sight of the LZ.

Sparklefly roared, "Charge!"

She shot off like an arrow, with all the others behind her. They picked up more and more speed, hurtling towards the platform. The entire terrace was covered with timberwolves so much that they were falling off the edge. The wind swirled around the formed up Pegasus ponies, rushing in their ears as adrenaline coursed through their veins; they charged headlong into the mass of enemies. They collided hard smashing their way directly into the heart of them. Some of cadets flew straight through, knocking timberwolves left, right, and off the edge. Others followed Sparklefly and rammed their way into a landing and began wildly kicking and bucking and biting their way through the mob of wooden enemies. She saw Cherry Blossom hit in the head and killed, and Treble Cleft was overcome and buried out of sight. The timberwolves pushed, but the Pegasus ponies kept coming, wave after wave. They smashed into the timberwolves again and again, grinding them to sawdust.

...

"This'll have to do," Brax said as he surveyed the stone rooftop of their building.

Lighthoof looked a little unsure, "Brax, I am impelled to note that it shall be rather hazardous for me to blast through this."

"Well, if you don't do it, we're all going to die, so what difference does it make?"

"I concede that point to you, sir. Now, if you'll do me the courtesy of removing yourself to a safer location, I shall proceed." Brax turned to go. "Brax, even should I be successful, you might do me the courtesy of gathering some medical supplies, and having the good doctor prepared in the event that anything goes amiss." Brax snorted and continued down the stairs.

There were many families in the building. They had all been fleeing to the LZ when the defenses on the south end folded, and they were cut off by the fighting. A handful of soldiers had held them to this point, but all of the Canterlot Guard that remained at this location were Brax, Lighthoof, and five other soldiers. Brax returned to the ground floor to find the door had been very solidly blocked by furniture. It didn't look very strong, but it should buy them a few minutes. The three cadets had a look of weariness about them. Pibs was holding her bandaged head, and it was no wonder after the blow she had taken. Scootaloo and Cloud Blazer were sitting quietly. The air inside was stale and hot from too many ponies crammed inside. There were a few timberwolves outside, and they were already snarling and biting at the barricade, but it was holding them out for the moment.

Brax broke the silence, "Alright everypony, we need to start moving up the stairs. We're going to block the staircase from the second landing."

Scootaloo asked, "What are we going to do after that? Is there a window we can get out of?" She knew how impractical this would be. There were well over a hundred ponies crammed into this building. There was no way they'd all get out the windows.

"No. Our good friend Lighthoof is about to make short work of the roof. As soon as he blows the roof off, he and I will defend the barricade while you cadets go for help." A small amount of hope seemed to revitalize everypony. Early morning light coming in through the small windows was helping. They busied themselves blockading the stairs on the second level, and when they were about half way finished, there was an explosion that shook the building down to its foundation. Nearly everypony lost their balance and fell to the floor. Scootaloo and Pibs collided and went sprawling. Cloud Blazer somehow managed to flap his wings and fly for a few seconds until the rumbling stopped. They could all hear crashing noises, some close, others far away. Brax and the cadets ran up the stairs. When they reached what should have been the attic, they came face to face with open sky.

Brax looked around, and then called out, "Lighthoof?" He looked all around. "Lighthoof!"

Scootaloo and Cloud Blazer took flight, circling a little, and they both saw him. Cloud Blazer got to him first, "Are you okay?" he asked Lighthoof.

Brax jumped over rubble to them. At first glance, he knew it was bad. One of the large stones from the roof had fallen on Lighthoof, crushing his front right leg. He was unconscious. Brax turned to Cloud Blazer, "Find the doc, now!"

Cloud Blazer galloped down the stairs, and returned moments later with the doctor.

"Oh my, oh my this is bad. This is not good," the doctor said.

Brax said, "We need to get this off."

The doctor shook his head, "It's no use. Look here." The doctor pointed near the shoulder joint. "Those bones are shattered. I need a med kit, a knife, a strap or some rope; anything will do."

Brax asked, "What else do you need?"

"A couple of stallions to help hold him down."

Pibs saw him, "Oh no, oh no, no, no..."

Brax replied, "You'll have whatever you need, doc. Cadets, it is time for you to take your leave. We'll hold out here until you return."

Scootaloo was holding back tears, Pibs couldn't stop them, Cloud Blazer had gone completely stoic for the moment.

Scootaloo felt a very strong resolve and said, "You'll never know we were gone."

Brax was already on his way back down the stairs when he called back, "Just hurry."

Scootaloo called to the other two, "Sparkle-squad, follow me. We've got to find a rescue party." They took to the air, going straight up initially. The first thing they noticed was how empty the sky was. When they had gone into this building there had been cadets everywhere. They turned around in slow circles a few times.

"There!" Cloud Blazer pointed at the stairs near the landing. All three cadets were in awe of what they now observed. Pegasus cadets were fighting on the stair cases near the LZ. They were actually pushing back the timberwolves.

Scootaloo shot ahead, and the other two followed. As they got near, they saw ponies of all kinds start flooding out of the buildings near the tops of the stairs. Many of them joined the battle on the steps, and the Pegasus ponies began taking back to the air. There was also some action closer to the LZ, but they couldn't see from here.

"Hey, Scootaloo!" Dodger called from below. His squad came around and matched pace with her, "Where have you been?"

"Dodger, follow us, we've got some ponies trapped that need help," she replied.

"How many?"

"I don't know, maybe two-hundred."

"Wow, okay, we'll need some more help. You know the location?"

Cloud Blazer replied, "Yes, we do; let's go."

"Follow me!" They all headed off to the LZ. As they arrived, the Pegasus ponies were being joined by soldiers and drill sergeants, and they were throwing the smashed timberwolves off of the terrace to clear the LZ. Some had already begun carrying survivors off. The earth and Pegasus ponies had taken refuge in the buildings nearby, and they came out to help when the Pegasus ponies began clearing the LZ. As Scootaloo's party came in for a landing on the LZ, they saw Sparklefly shouting orders.

"Move, move! Clear this LZ so we can get out of here." She seemed different somehow.

Scootaloo addressed her first, "Sparklefly! We found about two-hundred survivors holding up in a building in the southern end of the city."

"In the ruin?" Sparklefly asked.

Cloud Blazer answered, "Yes, they were retreating when they were cut off. They've been trapped in there ever since."

"Okay, Scootaloo, you're in charge of their evacuation. Pibs, are you okay?"

Pibs looked horrible. Her bandage had turned red from her wound, but the bleeding had stopped. She glanced at Scootaloo, "Yes, ma'am. Scootaloo and Cloud Blazer saved me, ma'am."

"Dodger, help Scootaloo round up enough squads to evacuate that building, then you bring the rest of the cadets back here. Scootaloo, don't bring any of those survivors here. Once you have them harnessed, you get them straight back to Cloudsdale."

"Understood, ma'am," Scootaloo and Dodger spoke in unison.

They hurried around, but the squads came together far faster than Scootaloo had thought they would. Within twenty minutes of leaving, they were on their way back to rescue those they had left behind. When they came through the smoke, they could see that the timberwolves were all over the building. They had failed to break the barricades, but now they were piling on top of each other half way up the building.

"I've got this. See you back at Cloudsdale!" Dodger called to Scootaloo. Then his squad charged in low, knocking the support out of the pile of timberwolves. They came crashing to the ground with no small amount of yelping and howling.

Scootaloo landed and they began the evacuation. There was room enough to get about thirty ponies on the roof at any one time, so they were able to load up fairly quickly. Cloud Blazer took Lighthoof in the first load. They were forced to amputate his leg to get him free of the roof stones. Dodger did fine work keeping the timberwolves from getting up the side of the building. His squad kept knocking them down until everypony made it into the air. Scootaloo was the last to leave, and she was carrying Brax again. He left his armor behind.

As they flew away from the embattled capitol city of Canterlot, Scootaloo took a final glance back at the burning city in the morning light. The LZ was alive with activity as ponies were being buckled onto their Pegasus carriers and evacuated. There were bodies of fallen ponies and timberwolves piled together. Scootaloo suddenly felt sick.

Brax must have noticed because he practically barked, "I swear if you throw up on me-"

He didn't have time to finish his threat. She had already started to vomit. It didn't last long, as Scootaloo hadn't eaten anything. She felt several kinds of terrible and expected to be yelled at, but Brax said nothing for a long time. The other cadets with their passengers were very spread out now, weary from all the flying, fighting, and carrying others to safety. Scootaloo took a drink from her canteen, hoping to wash the acidic taste from her mouth; she felt as though she could have fallen asleep in the air. All she wanted was to rest.

Almost half way to Cloudsdale, Brax finally broke the silence, "You did all right, kid. You did all right."

...

Sparklefly was becoming desperate. Her goggles had cracked from the fighting earlier, so she had thrown them off. She had a black eye. She was also a little dehydrated, soaked with sweat, bruised, battered, and exhausted. Rainbow Dash lay next to her, awake, but injured. She would be unable to fly. Princess Celestia was also resting, weary from the magic she had used defending the city. The city was nearly empty now, but the new problem they faced was getting the last of the soldiers away from the timberwolves to complete the evacuation. They were holding the stairs so everypony else could get out, but they can't really harness some-pony in the middle of a fight. She was considering using rubble to block the doors when she heard a collective gasp from everypony on the LZ. She turned to see four Pegasus ponies flying in. They weren't Pegasus ponies, they were alicorns.

It was the princesses: Luna, Cadence, Twilight Sparkle, and Hope's Glimmer. They flew in and landed on the platform, quickly crossing toward Sparklefly and the others.

"Hey, Twilight, I was wondering when you'd show up." Rainbow Dash teased.

Twilight Sparkle was very concerned, "Are you alright? Are you hurt? What can I do?"

Sparklefly interjected, "We need time, ma- your majesty."

Twilight Sparkle snorted, "We don't have time for 'your majesties', just tell us what you need, soldier."

Sparklefly spoke quickly, "We can't evacuate the last of our forces unless we can hold off the timberwolves for a few minutes. I don't know, maybe fifteen minutes to get everypony harnessed up? They're holding them at a choke point on the stairs."

Luna answered, "Leave it to us, be ready to get these ponies in the air."

"But what about-"

Princess Celestia interrupted, "You have already done all that you can, young one. Just make sure the rest of these get out while my sisters hold off the timberwolves."

"Yes ma'am." The four princesses took flight for the staircases. Sparklefly found herself barking orders again, "Alright cadets! Listen up! The princesses are about to free up the last of the defenders, so let's harness them up and get out of here. It's time to go home!"

Rainbow Dash regarded Sparklefly with what looked like admiration, "Wait, wasn't that my line?"

Sparklefly suddenly felt a lowly cadet again and sheepishly began, "Sorry, ma'am, I-"

"Forget it. Get me harnessed up. We need to get ready to go."

The dark smoke from the burning city soon lit up with powerful magic being unleashed from the alicorns. Within a minute the rest of the defenders came charging through the doors into the LZ. The cadets flew into action getting everypony buckled into their harnesses. In minutes they were taking flight. Sparklefly and Rainbow Dash made sure they all made it out before they joined them in the air.

Sparklefly came about and flew up above to the princesses. They had destroyed the staircases, and the timberwolves lay slaughtered in the hundreds, but thousands upon thousands more still poured though the city. Sparklefly called to the alicorns, "We're all out. Let's go!" Cadence nodded, and informed the others. Just before they all turned away, they all let out a final blast of fire, which began incinerating the timberwolves as they massed on top of each other. They were soon turned into a smoldering ruin.

Sparklefly and the princesses brought up the rear of the evacuation. A scout flew up to them and reported, "Majesties and madams, Cloudsdale reports everything on their end is well in hoof. There is food, water, and medics waiting for everypony." It was a comforting thing to hear. Sparklefly's heart felt heavy as she took a final glance back at the smoking ruin that had once been the great capital city of Equestria; she felt very small.

Rainbow Dash asked, "What is it?"

Sparklefly slowly replied, "The battle for Canterlot is over; we lost..."