• Published 12th Aug 2013
  • 13,689 Views, 217 Comments

Warring Dusk - AlphatheGriffin17



A happy day soon descends into a war between two peoples. Canterlot is under siege, the princesses are captured and Dusk must take up arms or watch his home fall.

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A Hasty Retreat

It had been the start of another perfectly normal day in Canterlot. Well, as normal as things had been of late, considering the increased security and the magical barrier that surrounded the city, replacing the usual clear blue sky with a hazy purple of energy. All of it accordance with the upcoming royal wedding.

Most of its citizens, particularly those among the elite, had been complaining about the changes that had come about as a result of this. The random security checks, the curfews after dark, the forbidding of gatherings larger than three ponies in public places. It had put a damper on a good few parties and other such events the elite liked to frequent.

Octavia, however, wasn't part of that demographic. The security precautions had caused her some inconvenience in her daily life, but she was the kind of pony who recognised when such necessities were required. They might not like it, but if it was to keep her home and her friends safe, then she was willing to tolerate it.

All things considered, she was fine as long as she could continue to play her cello. Unless that was seen as a security risk too.

She was sitting at her usual café in the upper district, browsing over the menu for something to her liking. A few other ponies were sat at the outside tables, but it was relatively quiet. Not that she minded. Sometimes, a little quiet was nice, especially when she recalled the other reason that she was here to begin with.

She made her selection and waved to the waitress, who wheeled over the tea tray and levitated out some cups and cutlery. She went for the tea pot, but Octavia waved it away, requesting a hay shake instead.

"That's a bit of a change from your usual order, Miss Octavia," she remarked brightly.

"I suppose I feel like having something a little different today," she smiled. "It does good to vary things a little bit."

"Couldn't agree more, miss," she said sincerely, giving her the drink and a straw. "Will there be anything else?"

She thought a moment. "Let's make two more of those, thank you."

"Ah, I suppose that means Miss Scratch will be joining us later, with added company?" she asked with a smirk.

"When doesn't she?" returned the cellist, knowing how well-known it was that she and Vinyl kept each other's company frequently. "That will be all, thank you."

"Very good, miss." She wheeled the tray back inside. "Have a pleasant day."

"I always intend to," she replied, placing her straw in the drink.

Her eyes occasionally flickered up for any signs of arrival during her drinking. She and her ensemble had been hired to play in part of the royal wedding, along with Vinyl and she would be arriving in a few minutes to discuss and plan the musical arrangements for the occasion. Well, Octavia would be trying to arrange it, while Vinyl would be just trying to cram in as much 'real' music as she could.

Octavia managed a smile through her drink. Though the eccentric mare could at times be too much, even by the standards she had come to expect from her, there was no denying that she was still fond of her. She was a good and loyal friend, who always stuck by her, whether it was attending a concert for her ensemble or explaining to the guards about any… incident that they might associate with her. Usually because her only association was being with Vinyl when it happened.

At the very least, Frequency was usually close at hoof to help keep her under control. He went along with her eccentricity probably more so than Octavia did, but he still had his limits. It helped keep things in moderation, a balance between tolerance and carefreeness. Well, as balanced as anypony knowing the DJ could get.

At first, the only thing that she thought would be cause for concern would be if Vinyl were late with Frequency. It wouldn't be the first time. But, as she soon discovered, punctuality would be the least of her concerns.

Her head shot up when she felt the whole ground shake, accompanied by the sound of a thousand windows shattering. She looked and saw the barrier around the city breaking away and green streaks of light shooting down, crashing through roofs and houses, leaving smoking craters in the streets.

Screaming began to rise above the crashing. One was close and the waitress of the café suddenly jumped out of the top window. She scrambled to her hooves, ran into the street and was knocked to the ground by some kind of hideous, insect-creature. Octavia gasped when it lunged at her, consuming her body in green light.

She didn't have much time to think about what happened. She heard a hiss and turned to see another of the insects coming for her. The world seemed to slow around her while the creature bared its fangs to sink into her.

She let the straw drop from her mouth and placed her front hooves slowly on her end of the table. As a musician, Octavia was no stranger to travel. In a few of the places she'd been, she'd managed to pick up a few useful skills, not the least of which was knowing how to... look after herself, particularly against over-enthusiastic admirers. She was also familiar of improvising when the moment called for it.

It looked like this time, she'd have to do a little of both.

Just as it reached her, she slammed down the table, tipping it and knocking the bug in the jaw and once in the face. She attempted to kick the table at him, but he managed to duck under it and dive at her. She swiftly blocked a few of his punches, used his momentum against him and threw him off to the side.

He swiftly recovered and attempted to spin-kick her. She dodged it, blocked two more punches and managed to counter with a few of her own. Moving swiftly, she knocked him under the arm and slammed her elbow once into his gut, knocking the wind out of him. He staggered back and his horn flared, sending a green bolt into the sky.

"Calling for help," she murmured. "Two's company, three's a crowd."

The bug responded by leaping at her again. The moves were almost instinctual to her, just as if she might be dancing, another talent of hers. Block, duck, block again, another duck, counter, move in and spin-kick. That last move sent her first dance partner sprawling again, only to look up to see his wingman arriving.

That was wingman it quite a literal sense, as it happened.

Buzzing like an angry bee, his dive turned into a kick that would surely give her concussion if it hit her. The solution: don't let it hit her. Watched him carefully, waiting for just the right moment. Like being in a concert, it was all about timing…

She timed it perfectly, bending back at the last possible second to avoid the kick. He recovered, rebounding off the floor with a kick which she swiped aside. She didn't, however, anticipate him using that momentum to flip-kick her in the jaw. She stumbled, but made sure she didn't lose her hoofing and carried on.

She remained on the defensive, blocking punches and raising her hooves to protect her face. He buzzed into the air and tried rapid kicks, but she blocked those too before surprising her by zooming over her head and attacking from behind. He shot up and back down again, but she managed to dodge it.

But that left her open for a second.

She saw stars briefly when a kick struck her in the face. She cried out when his hoof struck her in the back right after. She staggered forward, could hear him coming up behind her and feel the wind of his hoof shooting at the back of her head. She tilted it to the right, caught it when it went past, twisted and turned it into a choke hold.

She pulled him to the ground, her leg tightening around his throat. He tried to jab her in the stomach with his elbow, but she pushed the pain down, keeping a tight hold. Gradually, his strikes became weaker until he eventually passed out from lack of air. Wincing a little, she let his body roll off onto the ground.

One less problem to worry about, she thought, dusting herself off.

Remembering his friend, she looked up and saw him standing on a table. He had just sent off another flare into the sky, no doubt to invite more guests to this somewhat impromptu welcome party. And she hadn't even been polite enough to offer them refreshments.

The bug turned to sneer or make a comment, but he didn't have time to before Octavia flung the tea trolley at him. It was just a shame about the tea.

She didn't have much time to revel in her victory when she looked to see three more of the creatures had already arrived. Octavia frowned while she sized up her opponents. Given that they outnumbered her and were fresher than she was. This could be problematic.

"Heads up!" She whipped her head to see a white streak fly at one of the bugs and knock it out of the sky.

She managed a small smile. "You always do manage to make an impact on new people, don't you Vinyl?"

"That's why they love me!" She had him in a leg lock while it screeched. "Say uncle! Say un- WHOA!" She was knocked aside when it kicked her off. "Oh, a feisty one eh? I like feisty!"

"You two seem to be getting along well." She looked to see Frequency swinging a piece of metal at the other.

"Yeah, we only just met and the sparks are flying!" She grabbed the insect when it charged. "Hey Tavi, why not introduce yourself?"

"Thank you," she replied, mirroring the same move on one coming at her, "but I'm a little occupied at the moment."

The DJ grinned at her. "What say we let these two fellas know we're not that interested?"

"I agree with your decision. It'll only hurt them more if we lead them on." At almost the same time, they flung their respective partners at each other.

They slammed their heads on impact, being momentarily dazed until they were knocked out by kicks from the two mares that caused their heads to collide again.

"Hey Scratchy!" Frequency was raising his metal pipe against the charging bug. "As they say, batter up!"

He waited until the insect closed the distance, swung… and completely missed when it ducked and struck him in the side, forcing him back before he recovered himself.

"Nice swing, hotshot," smirked Vinyl.

He managed a returning smile. "You know perfectly well that sports aren't my forte and combat is not something I'm often used to."

"I advise you to learn fast then," said Octavia, nodding when the insect came in for another attack.

This time, Frequency waited until he was almost on top of him before he swung his pipe. By the time he did, his assailant didn't have time to dodge the swing.

"Strike one!" she cried, when the pipe struck the insect. He wobbled over to Octavia, who punched him. "Strike two!" Still teetering, he stopped in front of Vinyl who smiled before head-butting him. "And that's strike three."

"That takes care of that then." Frequency tossed aside his pipe. "Now, may I suggest we retreat before we draw more unwanted attention?"

Vinyl laughed. "Come on, Quency, there's no such thing as unwanted attention."

"That may be true for you, Vinyl, but I don't think these particular individuals want your autograph," noted Octavia.

"Take all the fun out of it then." A distant buzzing was growing louder. "But my adoring public will have to wait, not until I get my stuff."

"Your stuff?" Octavia galloped beside her while they ran through the street. "I don't think it likely that these invaders will be all that interested in your disc jockeying, Vinyl."

"Oh, I dunno, Octy. We are gonna need some extra help if we're gonna get out of here and…" She gave her devilish smile. "I have wanted to try out those new speakers."

Octavia almost stopped dead in the street while Frequency barked out a laugh.

"You are pulling my leg, aren't you?"


Dusk's gaze still lingered on Luna as she continued to stand at the entrance of the hall watching them go and preparing for battle. Like he'd said, he hated leaving his friends alone and she was no different. He wanted to go back, to see if there might be something, anything he could do to help her. Anything that didn't involve leaving her alone again.

"Dusk, come on!" Twilight had doubled back to see what was taking him so long. "We have to get out of here, let's go!"

"I know, I'm coming," he replied in a distant voice.

She turned his head so he was looking right into her eyes. "I know you don't want to leave her, but we have to take this chance she gave us or it'll be for nothing."

He didn't reply, he just nodded. He just didn't want to talk about it any longer or he might just actually turn back and help her. Facing straight ahead, he followed Twilight out of the door and into a rabble.

A large group of changelings had the entire group locked in battle. They'd barely even left the hall and yet it looked like they'd been fighting for an age, though for every changeling they knocked out, four more would take their place. There were even a few close calls he saw that were only narrowly avoided.

He noted, however, it was the first time he'd seen Shining battle. He still appeared worn down from Chrysalis's feeding, but he still battled on. He executed his blows, holds and throws with expert precision, accompanied with some defensive magic. He was big, but he didn't appear slow. In fact, the speed at which he moved was quite remarkable.

Cadence was battling too, mainly using her alicorn magic but resorting to hooves if her attackers got too close. Luckily for her, Shining very rarely let that happen. But even with this in mind, entering the battle with Twilight, Dusk could tell this would only go one way.

"We need to get moving, or we're going to get bogged down!" Dusk yelled.

"But Dusk, we can't!" insisted Rarity. "There's something we need to do before we leave, somepony we forgot!"

"But who…?" Dusk looked around to see that it was Applejack, Rarity and Rainbow who were battling the hardest. "Of course! We need to-"

"Applejack!" They all looked at the sound of the voice of the farm pony's little sister, who was running hurriedly with her friends, darting through legs and running around fallen changelings.

"Apple Bloom!" She knocked out the changeling she had in a headlock and scooped up her sister. "Yer okay! All-a ya!"

"Yeah, the changelings tried to catch us, but we managed to slip by them because we're so small," explained Sweetie Belle, while Rarity embraced her. "It was really scary…"

"But we managed to make it out, not a scratch!" said Scootaloo, hurrying to Rainbow Dash. "I mean, it was pretty tough, but we did it."

"Yeah, you did." Rainbow flashed her a smile. "Not bad, squirt."

Scootaloo seemed to light up like the sun in the wake of that, but stayed close to her idol as the fight progressed.

Even though they stood their ground well, they still weren't going anywhere and the changelings were continuing to swarm in. The ones they'd knocked down would be back on their hooves before long and they'd just be able to wear them down until they gave in.

Fortunately he wasn't the only one who noticed this.

"Whooee!" Applejack kicked away another attacker. "Now, ah'm used ta pushin' maself ta ma limits, but ah got a feelin' that ain't gonna be helpin' me much this time."

"Acknowledged!" Shining punched aside another changeling and bellowed, "Everypony, get in here! Now, hurry!"

Dusk turned to see he was holding the door open to a nearby café, furiously gesturing towards the doorway. The others were swiftly responding, getting the Crusaders in first and retreating inside, the ranged fighters going last to hold off the changelings. He followed their lead, offering his combined power with Twilight, until she shut the doors.

"That won't hold them for long." Her horn flashed and the door vanished, replaced with a bare stretch of wall. She ran to the other windows and gave them the same treatment. "There… that should keep them out…"

Dusk could hear the frustrated hissing of the changelings outside, furiously scratching at the stone wall. They would certainly have trouble getting through that, but Twilight looked rather worn from the effort. He moved to a side and helped her to one of the tables.

"Thanks, my dearest Dusk." She looked around the café tiredly. "Hey, this is a pretty nice place… we should come here sometime…"

"That sounds like a great idea, but for now, try and stay awake," he urged gently. "We need you awake for this."

"I know, I know but… I really want to have a sleep now…" she yawned.

"Twilight…" He had an idea. "I'll use our connection, you can have some of my energy this time around."

"Dusk, no." Though she was drowsy, her firm tone was clear. "You need that energy just as much as I do."

"You don't have much of a choice if it's my decision," he countered, moving his horn towards her.

She weakly resisted with her hoof. "Yes I do and I say I'm not letting you. You need that strength, to keep fighting."

"Then what am I meant to do when you run out?"

"Neither of you will have to do anything." They looked to see Cadence stepping towards them. "I think I can give you a hoof with that."

She closed her eyes and her horn glowed with an aqua blue aura. A few seconds later, a red heart emerged from the end of it, splitting in half and flying around their heads until it met in the space between their heads and burst like a bubble.

The instant it did, Dusk felt a wave of emotion flood through his whole body, filling him up and making him feel like he could take on the entire changeling army alone. He looked at Twilight and her expression told him that she was feeling the same sensation. Upon seeing her, this wave of magical energy also gave him the sudden urge to kiss her.

She beat him to it, her lips crashing into his in an almost desperate embrace. He returned it with equal force, listening to her moan contently for a few wonderful moments. Before long, most of the magic had worn off, but enough remained so they sat a little closer than before.

"My, my, I rarely see it have that kind of effect." They both blushed when they remembered that the princess was still standing feet away. "Don't mind me, pretend like I'm not here."

"Cadence… what was that?" Dusk asked breathlessly.

"That was just one of my love spells, just to put some perk back in you," she explained. "I could have just given you a basic healing spell, but you two are anything but basic."

"Well… thank you." Twilight rested her head on his shoulder, nuzzling his neck. "We appreciate it."

"I can tell," she giggled. "Right, I'd best go and tend to the others." She winked and walked away, beginning to perform similar spells on the rest of the group.

"Hey, do you remember that fight we had before all this?" he asked the mare of his dreams.

"What fight?" she sighed, while she stroked his chest.

"My thoughts exactly," he murmured, kissing her forehead and watching Cadence perform her magic.

With the others, she hit them with a beam of blue magic that appeared to rejuvenate them, instantly straightening up and grinning afterwards. The only other two she performed that spell on was Rarity and Spike, though the effect was a little less extreme. They still ended up kissing each other though. Her gaze did seem to linger on Ray and Fluttershy for a few moments, but it looked like she decided against it.

But only a little bit. He definitely noted how those two suddenly became a little closer and Ray's lips seemed to be driven towards her for a moment before she looked up and he rubbed the back of his head, laughing awkwardly.

"Okay then, we need to get ourselves organised." Dusk noted how Shining turned his head away from his direction as he spoke. "Now, our main objective is to reach the train station, but if we keep stopping to fight every changeling we come across, we're just going to wind up captured again. We need to get to the trains without any distractions."

"So how're we gonna do that with hundreds of these guys on our tails?" asked Rainbow.

"For starters, we need to re-organise our group," he stated, nodding to the Crusaders. "Since they're priority protection, we'll put you three in the centre so you're protected better. Fluttershy, since you're not one of the best fighters, you stay in the centre with them and look after them."

The Pegasus nodded timidly. "I'll… I'll do my best."

"Sorry, which of us will be doing the looking after?" asked Scootaloo, glancing at Fluttershy warily.

"Don't worry, Scoots," Apple Bloom said brightly. "She can use her Stare to beat those changelings if they get at us, right Fluttershy?"

She hesitated a moment before smiling a little more. "You bet I will."

"Good and just in case, Cadence will be with you too. That okay with you, dear?" he added.

"Well, foalsitting has always been my specialty," she replied, exchanging a look with Twilight. "They'll be fine with me and Fluttershy, don't worry."

"I know they will. Meanwhile, the rest of you will pair yourselves up with a partner."

"Ooh, just like on school field trips!" exclaimed Pinkie. "Will we have to hold hooves the whole time?"

Shining looked confused. "Um, no, you'd best keep them free." He took a moment to recover his train of thought. "Anyway, this'll be so that you'll always have somepony watching your back while also staying together as a group. It's important that you don't stray too far away from either, because it'll be nonstop until we get to the train station."

"See? Exactly like a field trip!" repeated Pinkie. "Don't wander off, stay with the group, stay with your partner until we're back on the bus. I mean, we weren't being attacked by hordes of big nasty bugs that can change into your friends and drain you of your love for them, growing stronger and stronger with every ounce they consume, but it's the same basic principle. Ooh, see there, principle! Like at school! All connected, like I said."

"Right…" Shining stared at her. "Anyway, so pick your partners and stick with them like glue."

"I pick Dashie!" Pinkie said straight away.

The daredevil looked surprised. "Whoa, what bought that on?"

"It's just that what Shining said reminded me of that prank we once pulled? Remember, with the seat and the glue?" she giggled.

"Makes sense to me," she chuckled. "Never thought I'd say that with Pinkie, but I guess I'm taken."

"I'll go with AJ," announced Ray. "After all, I am her hired help."

The farm pony nodded. "Ah'm fine with that. Jus' make sure ya don' slack off here."

"Yes ma'am," he saluted, teleporting next to her.

"Spike, would you be so kind as to escort me to the trains?" asked Rarity.

He bowed in response. "I'd be happy to, milady."

Twilight turned her eyes to Dusk. "So, you okay with nervously bringing up the rear?"

"As long as you're the one charging forward," he agreed.

"Sounds good to me." She suddenly frowned and looked at her brother. "But what about you? Who are you paired with?"

"Nopony." It took a little longer to continue. "I'm… I'm staying behind."

"What?!" Nopony looked more shocked than Cadence. "I just got you back and now I'm going to lose you all over again?"

"You won't lose me, not this time. But I have to," he insisted. "Chrysalis will still be after me. She wants her victory to be complete, so she'll send her minions after me more than you. I can use that to help keep them off your back while you escape."

"But all by yourself?" she persisted. "You're not even at your full strength!"

"There might still be some guards putting up a fight. I'll try and find them, link up and lend a hoof. She won't catch me this time."

Cadence stepped forward. "Then I'm coming with you."

"No, I can't see Chrysalis capture you again," he said. "You need to stay and look after the others. I need to stay… and do my duty."

Tears began to shimmer in her eyes. "But you'll still be alone! I can't just leave you knowing that!"

"You can, because he won't be alone." Twilight stood from the table. "I'll be going with him."

"Twily-"

"Don't even try and talk me out of this, Shining," she snapped. "I have magic just as powerful as yours and you need all the help you can get. I'm not going to let you run off and fight the changelings alone and that's final."

"Twah, you said yerself that we're the only ones who can make a stand," reminded Applejack. "We need you too and we ain't gonna jus' leave ya here."

"You won't be. Once Shining finds some help, I'll find a way to get back to you all before you reach the train station." She hadn't taken her eyes off her brother. "This'll only be temporary, just until you find some other guards, like you said."

Shining looked conflicted for a few minutes. "Fine then. But the minute I get back up and tell you to run, you get back to the others, no arguing."

"No later." She looked back at Dusk. "I'm sorry if it looks like I'm standing you up here."

"He's your brother, I understand why," he replied. "Just be sure you find a way to make it up to me later."

"Oh, I can think of a few things," she smirked. "I'm not going to leave you alone. I promise. We both know you're useless without me anyway."

"I'll hold you to that." He nodded to Shining. "You be sure you look after her."

He returned it. "I plan to. You'll need to partner up with somepony else though."

"Well, since you're leaving me to do some extra hours along with your sister, I'll keep a good eye on him instead," suggested Cadence. "He'll be in good hooves, Twilight."

"I know he will be. Just remember that he's mine and you're engaged," she warned.

Cadence laughed and smiled comfortingly at Dusk. "I don't need reminding of that."

They took a few minutes to organise themselves according to Shining's plan. The Crusaders and Fluttershy were at the centre, while each of the pairs formed a circle around them. Twilight and Shining stood at the head, ready to open the doors and catch the attention of the changelings the minute they emerged.

Dusk gazed intently at the back of Twilight's head. As he'd said, he understood why Twilight had to stay and help her brother, but he still didn't like leaving her, being separated from her with all of what was happening. What if she was parted from Shining in a fight? What if she got captured or they ended up leaving her before she could make it back? So many things that made him want to go with her too.

But he couldn't. He had to stay and help the others. Look after Cadence, watch out for her. Since she had been there for Twilight once to help him beat his darkness, he felt this was like returning the favour. He looked to the princess, who gave him another comforting smile. He was actually surprised at how effective it was, just how much that simple gesture said 'it'll be all okay, don't worry.'

"Everypony ready?" They all nodded in response to Shining. "Be ready to run on three. One…"

Twilight lowered her head, her horn glowing. Dusk's body tensed, his gaze returning to her. He hoped she'd be okay.

"Two…"

Her head shifted, her violet pools meeting his emerald. With Cadence's smile, the presence of his friends and the look she had shining in those pools, Dusk had all he needed.

"Three!"

Sunlight flooded in as the door burst open and they charged out. The changelings outside were knocked aside, taken off-guard, but a few others were already on the attack. Shining and Twilight battled off to the left, shooting down attackers with bolts of magic while their group slipped around and galloped the other way.

His last glimpse of Twilight was her flooring another changeling before she ran around a corner with her brother and out of sight. Over a dozen changelings zoomed after them. He closed his eyes, forced himself to focus.

He and Cadence took the lead, since they knew Canterlot better than the others. Dusk looked quickly around where they were, mapped out a quick route to the station and the group veered left, where they would run straight down the street until the next turning.

He froze when he saw changelings taking up positions along the street. Some crawled down walls, others fell from the sky, but they were all there to make sure they didn't get by. And it looked like they were more than willing to carry out that task.

"Don't be scared, Dusk." Cadence offered him that smile again. "We're all here with you."

He nodded and drew on what courage he had. "This is going to be difficult."

"Doesn't mean it won't be over quickly," said Rainbow confidently. "I always did prefer the hard way."

"We can't let 'em hold us up," reminded Applejack.

"Let's sprint this," said Dusk. "Follow us and don't fall behind."

Everypony responded an affirmative. The changelings screeched a challenge. He could feel the tension in the air. He readied his magic. It was now or never.

"GO!"

As one, they ran. Like a swarm of locusts, the changelings swarmed to meet them. Were he facing them alone, he might run away in fear. But Dusk wasn't alone. He had his friends and he would make sure the changelings knew that.

"Pinkie, Rainbow, soften them up!"

The two mares sprinted and flew to the head. A loud bang from Pinkie's party cannon blasted aside a decent amount of the attackers, a high speed punch from Rainbow knocking aside even more. One tried to go for Dusk, but he punched it aside and kept moving.

"Good, rear guard, go!" he ordered. "Make sure they have a hard time keeping up!"

They obeyed and fell back to the rear, the sound of smacking hooves and booming cannons sounding off at regular intervals. They veered right, where Dusk saw more changelings waiting at the top of an arch. They leaped down as they ran under it, either attacking individuals or joining their fellows in the fight.

A shadow fell over him and he looked up too late to see what was casting it.

A changeling jumped down on top of Dusk. He heard it hiss, tried to turn his head before it suddenly screeched and was knocked off by Applejack's hoof. He accepted it and used the force she heaved him up with to punch another that lunged right for her.

She glanced back at it. "Maybe ah shoulda partnered with you instead."

"You made your choice, but I'm flattered you'd consider," he returned. "Let's get going."

"Right. Jus' remember, if yer ever bored-a workin' in the library an' fancy some farm work, jus' let me know."

He mock-sighed. "Applejack, stop trying to get close to me. You have to accept it isn't happening."

She laughed. "Sorry, girl's gotta try. Besides, ah think ah'm fine with this one feller ah know." She stuck up a hoof. "He and ah are really goin' places."

As if from a signal, Ray teleported next to her, took her hoof and vanished. A loud "Yeehaw!" followed by some changelings being smacked aside told him Ray had just flung her right at some more changelings after teleporting into the air. She rebounded and continued galloping with the group, kicking the changeling her partner teleported in front of her.

Even so, they'd stopped just long enough to allow more changelings to arrive. They would soon be in the same situation they'd just escaped from if they didn't get out of it. Dusk counted the shadows, saw the majority of the changelings were in them. He could do something, but the effort would wear him down considerably.

He coiled the shadows around his attackers, already feeling the strain of so many targets. He was about to give up when he felt a sudden burst of energy that was enough to allow him to grab around thirty-dozen changelings and hold them in place.

"I know that's usually Twilight's job," he heard Cadence yell, "but I'm sure she won't mind this once!"

"I don't think so either!" he called back, noting her glowing horn while it fed him energy. "Much appreciated!"

She returned his smile and galloped on. He was relieved to see Shining's planning was working and they were all working well together as pairs in a group. Even what one might call the oddest pairing.

There was a resounding clang of metal on bone when Spike, riding on Rarity's back, struck it with a length of metal pipe. Another came diving at his partner, but he swung it like a baseball back and cut him off mid-flight, adding a fireball for good measure.

"I always did prefer dancing with a partner," remarked Rarity, levitating him off so that he smacked another changeling. "And I am rather pleased with how this dance is going."

"Just a good thing Ray let me borrow this," noted Spike, whacking a changeling in the leg and allowing Rarity to finish him off. "None of them are gonna lay a hoof on you while I'm here."

"I have no doubt of that." She spotted three more and her aura returned. "Hold on tight!"

He screamed when she flung him up, but he managed to control himself. Raising the pipe, he brought it down on a changelings head, fireballed another in its neck and swiped another with his tail. Rarity danced gracefully directly below him, punching and kicking without pause, like water flowing down a river.

Just as Spike came down, she timed it perfectly and jumped up to catch him, the two of them taking down another couple of attackers when they met in the air.

"You could have warned be about that," he grumbled.

"Always have a surprise to keep things interesting." She levitated him back on, nuzzling him briefly. "I'm lucky to have you with me, my little Spikey-wikey."

He chuckled and blushed, grinning like a fool before being snapped back into the fight by almost getting dismounted by an attacking changeling. Dusk was too and returned his focus to the battle.

After what felt like years, they made it to the station. Unfortunately, so had the changelings. Lots of them, all waiting the instant they emerged around the corner. It was probably one of the first places they secured, so nopony would try to escape.

There were too many, too many to fight through and they were worn by their running. So much for that effort…

"Hey, you guys!" a new voice yelled. "If any of you can do shields, put 'em up now!"

Dusk didn't really have much time to register this before Cadence covered the group in a blue shield. Even with that, he could still feel the vibration in the ground that followed, hear the strange warbling through the magical wall. The changelings all clutched their heads, screeching and falling to the ground.

It sounded like… music.

It turned out he was right. When it was over, the only things left standing were their group and three newcomers. One of them hopped down from an enormous amplifier and mixing desk, kicked it twice and it folded up into a neat black box on wheels.

"Now that's an interesting feature," remarked Ray.

"Compact sound system," explained Vinyl Scratch when she approached. "Pretty handy to carry around, but still got some major bugs in the amps. Either that or these bugs really don't appreciate rock and roll."

"I suppose you're all here to catch the train out of here," noted Frequency. "If so, I suggest we hop to it before the crowed expresses their displeasure."

Nopony argued and they all hurried into the station, where there was one train still waiting. Steam was pouring out of the funnel, but there was no sign of anypony else. Possibly the driver had tried to get it started when the changelings had caught him.

But before he ran in with the others, Dusk stopped and looked back. He hesitated, looking around the street for any sign. But there was nothing. She had to be coming, she had to be…

"Dusk, move it or lose it!" Rainbow yelled, snapping him out of it.

He glanced back around, waited a little longer and ran for the train. She would come. She promised she would be here. She had to be…

"Okay, let's get started. Everypony on board," he said. "Pinkie, I hesitate to ask but can you drive a train?"

"Sure I can." She whipped out a train driver's hat and put it on. "Haven't you seen the toy commercials?"

He didn't question this, but was simply thankful for it and nodded her to the front. He waited at the door, marking off mentally as everypony got on. Even when the last of the group was on board, he wondered if she would make it.

He could hear them buzzing overhead. They were coming and it would be in force. They couldn't stay here much longer, he knew that. But he'd have to wait for her. He'd already left behind Luna, his parents, he wasn't going to leave her too.

"We have to go." He looked to see Ray standing at the door. "We need to get out of here, right now."

"But… but we can't." He knew how childish it sounded, but he didn't care. "We have to wait for her."

Ray shook his head. "Dusk, I'm sorry, but we have to face facts."

"No, no," he insisted. "She hasn't been captured. She's coming, we just have to wait a little-"

"Dusk! Dusk, wait, I'm coming!" His heart skipped a beat at the sound of her voice.

"Twilight!" He looked out of the window and saw his marefriend stumbling into the station. A trio of changelings followed after her.

She turned, tried to fight them off, but one knocked her in the side. Another punched her across the face, sending her reeling. She was finally floored when the third upper-cut her in the jaw, her eyes rolling into her head before she fell.

"NO!" He kicked open the door, just as the train started moving. "Get away from her!"

He charged right at two of the changelings, his hooves glowing orange and punched them both at the same time, skidding from his dive. He tried to get back up, but the other barrelled into him, the two of them rolling before the changeling pinned him to the ground.

Before Dusk could react, he was knocked off by a blue bolt. He quickly got up to see Cadence levitating Twilight onto her back.

"You didn't think I'd leave her behind either, do you?" she asked. "Besides, I'm not going to leave my partner alone."

"No but… thanks." He was cut off by the train whistle from a frantic Pinkie. "I think that's us."

She nodded and took flight, gliding over the ground and back into the nearest carriage. By the time Dusk started to gallop for the train, it had already begun to pick up more speed and he had picked up a couple more latecomers hissing on his heels.

He tried to keep up with the door of the closest carriage, to grab onto the railing, but he kept missing and falling behind. He could practically hear the changelings breathing down his neck, getting closer every second while his salvation moved further away. He pushed himself on, willed his body to hold out a little longer.

It didn't look like he would make it. The door opened and he saw a flash of grey on the step.

"Dusk, take my hoof!" Octavia held it out. "Hurry, come on!"

He almost reached the end of the station. The changelings almost had him. There wasn't much else he could do, no other carriages to try and get on to. His only chance was to jump. This was going to be close.

He stretched out, jumped off the platform, Octavia calling his name and holding out her hoof. It looked so far away, he thought he might be too late…

He grabbed it and she hauled him on, the wall of the station whizzing by a second later as he fell on top of her. Another was accompanied with the sound of changelings smacking into the wall.

"I… I made it…" he panted.

"Indeed, you did. Anytime you want to get off me would be fine by the way," she added.

"Sorry." He quickly helped her up. "You're not hurt, are you?"

"No, thank you. Are you?"

"A little tired, but I'm fine. How's… how's Twilight?"

"She's out cold, but she should be fine."

"Good." A moment of silence passed. "So… how are we then? I mean, the last time we met… didn't really end well."

She actually smiled. "I know, but do you really think that's the first time I've attended an event with Vinyl Scratch and been thrown out? Often, she's the cause of it, but it was nice to have a change, I suppose."

"So… I'm forgiven? I mean, I'm really sorry about it…"

"There's no need. I know you are." She smiled and started off. "Are you coming then?"

"In a moment, hold on…" His eyes were drawn to the glass. He had to see.

Octavia nodded. "I understand. It is… quite unbelievable. Whenever you're ready." She exited the car, closing the door behind her.

He looked out of the window. Small explosions continued to spring up around Canterlot, the little black specks of changelings swarming in. There might be some resistance left, but there was no denying it. The city was theirs now.

The princess's tower seemed so far away already. Chrysalis was in power there now, while the true rulers were her captives. She had won. She had already defeated both Celestia and Luna. How would they ever be able to take it back? He was sure they'd find a way but right now… it just didn't seem possible.

He tried not to think about how many they'd left behind with them and followed Octavia into the other car.

Author's Note:

The scene at the start was taken from the video Once Upon A Time In Canterlot and I do not own the idea in any way. Go and watch that video, it's awesome!

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