• Published 16th Apr 2014
  • 7,149 Views, 1,812 Comments

Besides the Will of Evil - Jetfire2012

A shadow from the deep past returns to threaten Equestria, along with all the world. Can Twilight Sparkle and her friends be a light in the dark?

  • ...

Chapter 18

Dawn was shocking red, that day after the next. The sun rose hot and ruddy like some fresh wound of the skin, staining all the clouds a pinkish hue. Luna glanced from out her window at the sunrise. “Heh,” she said. “Is this thine own decision, Tia? Or hast thy sunshine always been red when battle looms? It has been so long, I do not recall. Art thy mane and tail red now, I wonder?” She glanced upon the silver champron at her desk, emblazoned with an ebon crescent moon. “And is thy armor still in good condition? I believe mine still fits-” she slid it on her head with magic, using further sorcery to tighten it against her fur.

Spearmint was already armored, and came from his barracks with the ponies he had been assigned in tow. He took a deep breath in, then out. “Double file,” he said over his shoulder, and his pegasi broke out into two columns. “March!” he said, leading all his mares and stallions down the cloudy avenues.

“Lining up?” came the voice above his head. He glanced above him to see-

“Commander Rainbow Dash!”

“Yep,” she said, landing down beside him. “So where you headed?”

“We're set to populate the southern tower,” said Spearmint, snapping a salute.

“Carry on, then,” said Dash.

“If I may ask, ma'am, where will you and Princess Twilight Sparkle be stationed?”

“We won't have a station, soldier,” said Dash. “Princess Luna's ordered us to go where the fighting takes us.” A little thrill went up her spine at that.

“Ah,” said Spearmint. Again he saluted. “Well, good luck, ma'am. And you'd best get some armor.”

“You too,” said Dash. She watched them go, so regular and sturdy. But she caught a tremble in the legs of the last pegasus. She took another glance along the columns. They were all about to fall apart from shaking. “Hey!” she cried, and all the soldiers stopped. “Stay alive! Try to stay safe!”

“We will!” cried Spearmint. “Ten hut! Canter!” They rose into a swifter pace and soon had gone away.

Dash looked down at her bare blue legs. “Armor,” she said. “Right.”

It was in the armory, with high cloud walls and long cloud rows of barding, that she found Twilight Sparkle. The purple alicorn was standing quietly before one row of champrons, sitting down. She gave no visible response to Dash's entry.

“Twi?” Dash asked.

“You know, the craftsmanship on this armor is exquisite,” Twilight said, and she did not turn around. “It's been so beautifully heat-treated. The steel is strong, but light, too. And the metal joints on the lames here have the perfect amount of flexibility.”

“Uh, yeah,” said Dash. “It's good stuff.”

“That's not surprising, really. I know the pre-Equestrian history of pegasi. Your kind lived in cloud city-states in the skies that bordered Issedonia, the griffin kingdom. They were constantly raiding you- and you raided them right back with your weather abilities. Pegasi were a warrior culture. That's why so many pegasi still join the Royal Guard.”

“Yep,” said Dash and puffed her chest. “We're fighters at heart!”

“But I'm not, Dash,” said Twilight. Now she turned her head, and those big violet eyes were wet with tears. “I'm so scared.”

“I... I'm scared too, Twi-”

“No! Not really! I can see it!” The tears ran steadily down Twilight's cheeks. “I can see the courage in your eyes, Dash! But I'm not brave! I'm not a warrior, or a soldier, or a hero! I'm just...” she shuffled her hoof, “I'm just Twilight Sparkle, the egghead. I can't lead stallions in battle.”

Dash stood dumbly for a while. Twilight looked to her for guidance, for assurance, as the tears went streaking down her face. Dash's skin was squirming from discomfort. “I...” what in the wide wide world of Equestria could she possibly say? “I...” she took a deep breath, “Twilight, you're wrong.”

“But I'm not a-”

“Soldier? No, I know that,” said Dash. Her cutie marks began to sparkle. Deep inside her heart Twilight felt sudden strength. “But you're definitely a hero. How can you say you're not? You've saved Equestria so many times! You've been our leader, our guide, our helper when things got rough!”

“B-But you're my friends,” said Twilight. “That's so different than being in battle.”

“Not really,” said Dash. “Twilight, we've always turned to you when things were rough. You've gotten us out of more jams than anypony! We would be nothing without you.” Her cutie marks were shimmering. “If you can fix our cutie marks after a botched spell, if you can handle being a princess, if you can summon the Elements of Harmony and help defeat Nightmare Moon and Discord and King Sombra, you've got what it takes to stand tall when the swords and spears are flying!”

“It's just so... so different,” said Twilight.

“Not as different as you think,” said Dash. “Listen, you said I wasn't scared, but I am. I'm frightened I'm going to die. I'm frightened I'm gonna have to watch you die, or Gawing, or anypony else I care about. Being brave isn't about not having fears. It's about being afraid and doing what you have to do anyway.” Her cutie marks gleamed. “Now, Twilight, are you afraid?”

“Yes,” said Twilight.

“Do you know what you have to do?”

“Y-Yes,” said Twilight.

“Are you gonna do what you have to do, even though you're afraid?”

Twilight heavily breathed in and out. She stared in Dash's rosy eyes. She sniffled. “Yes.”

Dash smiled. “Then you're brave. That's all there is to it.”

Twilight loosed a potent sigh. Rising to her hooves, she wrapped Dash in a hug. “Thank you,” she whispered.

“Don't mention it,” said Dash. “Now how's about we get armored up and go out there? Those soldiers need their commander- and their princess.”

Grinning, Twilight snapped off a salute. “Yes, ma'am. I think the sizes we need are over here...”

It had been morning now for several hours. Cloudsdale's outer reaches had received extensive rearranging in anticipation of the battle. Looping walls of clouds had been erected all about the floating city, with towers rising at each point and angle. The walltops were arrayed with pegasi, the youngest and the freshest of recruits, armor glinting in the sunshine, swords in scabbards at their flanks. Twilight had found a basic set of barding; it was hot, and somewhat heavy. She squirmed. “Princess,” she turned to Luna, “maybe I should go oversee the civilians-”

“They have already been moved to the acropolis, Princess Twilight Sparkle,” Luna said. “All is at the ready, as it has been now for hours.”

“I just wish they would arrive,” said Gawing, armor flashing. “We've been up here so long already.”

“Patience, young commander,” said Luna. “I once had to wait a week to be besieged by dragon lords.”

“Whoa, dragons?” Dash said.

“Ah, indeed,” said Luna. “This was during the wild early days of Equestria. The land was mostly feudal; Tia and I had little real power as rulers, though of course we wielded considerable influence due to our strong magics. As thou hast learned, Commander Rainbow Dash, the lands where Equestria now lies were once an elk kingdom. In the time after the fall of the deerfolk, ponies had taken over the land- thus the plot of the play on Hearth's Warming Eve. But even in unity they had not fully become one nation, and in their disparate condition, dragons from Carcosa made their home in the country by the hundreds, nesting atop mountains, razing castles to the ground, devouring whole villages of ponies. Celestia contrived a plan to sortie against them, as a way of both making Equestria safer and rallying the noble families under our authority. It was not wholly successful, but we ultimately brokered a ceasefire between Carcosa and Equestria. This would eventually be broken, but it kept a sort of peace for six hundred years.”

“What about the siege, your highness?” Gawing asked.

“Oh, right,” said Luna. “I and an army of mixed pony types some thousands strong had been harassing draconic positions all around the Lucid Mountains in the north, near the Crystal Empire. They sent a dozen mighty drakes to stamp us out. We holed up in an old moose fortress made of sapphire, set against a narrow canyon. The dragons threw themselves at us with fire and wrath.”

“And you won?” said Dash excitedly.

“After a fashion,” said Luna. “The fortress was completely destroyed, smashed to crystal splinters by the dragons' wrath. However, the cost of its destruction was incredible for them. Of the twelve that flew against us, only one escaped- and even he did not, in truth, for he was so wounded that I chased him down and struck his head off in the air.” She grinned ferociously. “Twas a good day.”

“I hope we can be that successful,” Twilight said.

“We face a foe more powerful than even the mightiest dragon,” said Luna, “and more cunning.”

“Well he'll never be able to prove that if he doesn't show up,” said Gawing. “Maybe Lady Falalauria was wrong.”

“Lala is never wrong,” Luna responded.

“At least we'll see him coming!” said Dash.

Luna chuckled mirthlessly. “No, Commander Rainbow Dash- thou wilt not.” The Wills That Draw The World must have had a blackish sense of humor. No sooner had those words come from her lips than all of Cloudsdale was surrounded.

In flashes of red the sky was filled with buzzing black. Changelings by the thousands hovered in the air. They seemed to speak with quiet buzzings, for there were no shouted orders. Yet they advanced upon the city in directed formations.

“Release cloud mines!” Luna cried, her voice enchanted to reach every ear. “Ready tornadoes! Swordsponies and pikestallions face front!”

The pegasi upon some of the towers began bucking smallish clouds into the sky. They were so dark a gray as to be nearly black, and currents of electricity sizzled over their billowing surfaces. One of them collided with a charging mass of changelings, whence it erupted. A blast of lightning billowed outward, violently shocking every changeling in the formation and sending them falling into the sky. Other cloud mines floated up from Cloudsdale's underbelly, colliding with formations in their middle and disrupting their assault.

Meanwhile, on great open spaces of the walls pegasi were spinning in fast circles. Their weather magic caused the air to swirl fast in their tread, summoning cyclones that swiftly towered up above the standing ponies. Luna fluttered off the wall to see their progress, and when they'd reached a certain height and breadth she shouted “Fire!” The pegasi angled their spin and sent the cyclones blasting out at angles, aiming for the charging changeling throngs. The howling winds erupted through their blackened chitin ranks, scattering them like so much dark ash.

The cloud mines now were littering the skies around Cloudsdale. The tornadoes were smashing through the changeling ranks, and indeed they worked in tandem with the mines, hurling changelings into them where they were shocked and sizzled. Hundreds were tossed away and electrocuted. The skies steadily emptied of their number.

“We're doing it!” Gawing exclaimed.

“This'll be better than I hoped for!” cried Dash. “Ha, and dumb ol' Reiziger is nowhere in sight! But I guess that's not surprising! I mean, it's not like he can-”


The word rippled like poison through the mind of everypony. They as one craned their eyes into the heavens. There he hung in empty air, antlers flickering with crimson flames, black shape like a wound torn in the sky. The sharp eyes of the pegasi could see him as he smiled, showing off that mouth of hideous teeth.

What's the matter, Rainbow Dash?, he thought into their minds. Haven't you ever heard of a flying reindeer?

“You!” Dash cried, rising off the cloud wall.

Yes, of course it's me. You didn't think I'd miss out on this assault, did you? And surely you didn't think I'd throw my whole force at you before I'd gauged your defenses? Now that that's done- His antlers flashed deep scarlet.

With bursts of red the sky was filled with changelings... changelings... changelings. Tens of thousands of them hovered in the air, nearly choking off sight of the clouds. Nor were they the only creatures that appeared. Great flying beasts, cobras with dragon wings, began to swoop and roar throughout the sky. A pale blue fire burned inside their mouths, and in their eyes. It shot up through the gap that ran along their backs, so that they seemed less living things than husks, vessels for infernal flames. “Wyverns!” Twilight cried.

Very astute, thought Reiziger at her. I presume you've never seen them? You'll have your fill today, I can-

The sky erupted. All that could be seen was suddenly engulfed in silver light. It blinded every pegasi, it recoiled every changeling and wyvern. Dash could feel her body flatten from the power of the blast, could feel her very soul be shaken, scorched by so much terrible strength she couldn't have imagined it if she had tried. The air was ripping, tearing, letting vacuum into time and space so that it was hard to breathe, hard to think, hard to do anything but be amazed and awed at such raw might.

At last the radiance diminished. The sky above Cloudsdale's tall towers had been totally cleared. All clouds and wisps were blasted away, all breeze had died. The smell of ozone dominated. Luna's horn was smoking. She blew upward onto it. “Shut up,” she snarled.

A black smear came streaking from the highest heights. Not nearly enough!, boomed Reiziger. His antlers flashed, and as brightly, vastly silver as the sky had just become, it now was every bit as crimson. Twilight felt herself coming apart, felt her horn stinging from the malice in the magic.

Silver flashed around the city, and the powerful red burst parted like breaking waves upon a silver bubble that enveloped all of Cloudsdale. The city was safe. Unfortunately, so were its attackers. “Hold the city!” shouted Luna as she flapped into the air. “Commander Gawing, Commander Rainbow Dash, Princess Twilight Sparkle, I leave the defense to you! Hold the city!” Her wings became a blur and sent her rocketing into the sky, where Reiziger was waiting. The two collided in a blast of red and silver that shook bones in everypony's chest. The silver streak prevailed and sent both mighty beings shooting further up and out of sight.

“You heard the princess!” cried Gawing as the changeling multitude surged forward. “We hold the city! Release mines! Cyclonists arm tornadoes again!”

“Permission to sortie, commander!” Dash shouted.

“Denied!” snapped Gawing. “We need to use our weather while it's still an option! Wait until they're on the wall!”

Dash's lip curled in a snarl. “Fine,” she said, “I'll just attack from here!” She started breathing slowly in and out. Her eyelids drifted closed. Being is the Dreaming, she told herself. Lightning is the Dreaming is Being. All things are lightning.

Twilight's eyebrows rose as sparks began to snarl round Dash's body. She'd seen it before, of course, but every time was thrilling, even with the terror of the battle now upon her. When Dash's eyes came open, they were for an instant filled with infinite shifting colors. When they were rose again she said, “Twilight, get your battle magic ready!”

“Oh! Right!” cried Twilight. Purple swirling light began to wash like whitewater upon her horn. “On three!”

“One!” Dash shouted.

“Two!” Twilight cried, her horn blazing.

“THREE!” Twilight loosed a blast of battle magic bright as dawn. Simultaneously Dash drew all the sparks upon her body to her chest, reared back, and a massive lightning bolt erupted from just above her heart. Magic and lightning together tore through the thronging changelings as they advanced, wiping out whole swaths of them.

In that instant, far down the wall, screams erupted. Twilight turned just in time to see a blue fireball smash into the wall, bathing soldiers in its flames and breaking up the uniformity of the defense. She winced when she realized it had been a team of cyclonists, so now there was one less tornado howling forth to meet the enemy.

“Okay!” said Gawing. “I won't let you leave the wall, but range up and down it! Both of you! Lightning and magic! Take out those wyverns especially before they wipe out our long range attacks! Go!”

Dash and Twilight shared a glance. “Stay safe!” said Dash, wings pumping.

“You too!” cried Twilight, flying up as well.

“Don't die!” Dash shot off in a rainbow streak.

Twilight began flying in the opposite direction, horn ablaze. She saw a wyvern swooping in an arc along the wall. A jet of blue fire streamed from its jaws, forcing pegasi to scatter or dive underneath the battlements. The changelings were nearly upon the wall. Twilight armed another battle magic blast, horn making a rippling, whining sound. When it was charged, she fired, aiming the spell at the wyvern just as its mouth opened to release more fire. The burst of flames billowed through its mouth, exploding out the open ridge along its back. Trailing smoke from all along its back, it ceased to flap its wings and fell.

“Good shot, your highness!” came a voice.

Twilight landed, then turned to see who'd spoken. It was the green pegasus from two days ago. “Spearmint!” she said. “Are you all right?”

“I'm fine,” said Spearmint. He glanced around. “But we have so many burned here!” The smell of charred fur filled the air. “Do you know healing magic?”

“J-Just a little,” said Twilight. “It's not the magic I'm best at.”

“Anything will do!” said Spearmint. “Get to work- please, your highness!”

“Tornadoes!” came the shout from further down the wall.

“You heard the cry, you lazy winglings!” shouted Spearmint. “On your hooves and to your wings! Tornado, on the double! Families are counting on us!”

As burned and battered pegasi began to spin about, Twilight glanced at the mess she'd taken charge of. Some pegasi were scorched quite badly, charred down to their skin. Some had seriously lost wing feathers. A few had stripped their armor to avoid it melting to their fur. She hissed a breath. She really, really wasn't good at healing magic. It was one of the few types of magic she was bad at, actually. “Families,” she whispered. Her eyes grew hard. “Okay, line up! I'll heal you one after the other!”

Rainbow Dash was spinning, flipping, twisting like a discus down the cloudy walls. She kicked and punched with all four hooves, and from each motion came a blast of lightning. These rapid bursts of electricity kept taking her into the Dreaming and then out, so that she had one hoof within eternity and one in the present. A lesser mind might have been shattered from the strain. Dash, however, was resilient. Her blazing bolts sent wyverns falling down and changelings sizzling away.

Eventually, though, even Dash had to come upright and reorient herself. She was far down the wall, close to one of the towers where the cloud mines still were puffing into open air. She shot up to it. “Hey!” she cried. “Let me give you guys a charge!”

“We'd appreciate that, commander!” said a pegasus. “The energy in the mines is starting to wane. We're pumping them out too quickly to really build up electricity!”

“I'll fix that,” said Dash. “Move!” They scattered as she flew into their midst. The great mass of clouds inside the tower just below her whispered with faint thunders. Dash dipped once again into the Dreaming, seeing all the swirling colors that lay behind breath and hope and life. Lightning crackled through the feathers of her wing. It snaked up all four legs. Even her eyes were sparking, lashes snarling with new energy. She jumped and crashed her hooves together, directing all the power downward. One massive lightning bolt went shooting from the four joined limbs. It suffused all the cloudy mass, darkening it near to black. Now lightning sizzled up its volume.

“Great!” said a pink pegasus. “Much obliged, ma'am!”

“Don't mention it!” said Dash. She swept her gaze upon the crowded skies. “Aim the mines downward! Some of the changelings are headed for the bottom of Cloudsdale!”

“Will do!” a gray pegasus said.

“I'll buck them if I can!” said Dash.

“Wait, ma'am! Commander Gawing told you to stay on the walls!”

“I'm a commander too!” cried Dash. “I need to get out there!” With no further word she shot off in a rainbow streak. The changelings swarmed her like a mass of hornets, but a field of lightning shot from every limb, zapping them to husks at each sharp turn.

All the while battle raged, the sky was filled with bursts of red and silver. At the edge of space Reiziger and Luna clashed, loosing blasts of battle magic powerful enough to crack the continents. So mighty was the fight that no changeling dared to approach Cloudsdale from above, lest they be caught within a blast and ripped apart. Luna spared a glance far below. “Thy forces seem to be at standstill!”

“Only for the moment,” snarled Reiziger. “And when I am finished with you, I shall go myself and overwhelm the ponyfolk's pathetic defense.”

“Thou wilt find that most difficult,” said Luna, “as thou hast found it yet.” She fired battle magic, shaking time and space.

Reiziger repelled the power, hurtled toward her eyes ablaze. “Do you think you can stop me?” He fired, the sky quaked. “You and your sister and the half-breed combined did not have the power to annihilate me, and you think to do the deed yourself? You are no challenge.”

“Thou claimest,” Luna said, “yet thou hast not yet bested me. Perhaps thy power is not as great as thy assumptions?”

“Not yet,” said Reiziger. “Soon, however, I shall surpass every limit. Soon I shall be greater than all ponies, and all deer, and all other things that are!” You know all about supreme power, don't you, Luna? The voice echoed through her mind. You know well the strength of following the dark path. Do you ever miss it?

Luna chuckled, and Reiziger's own mind shuddered. Thou dares to enter my mind? A goddess' thoughts are not read lightly. She caught Reiziger in a well of light and sound so deep he lost his footing. So far beyond a mortal am I. Beyond even the thoughts of the high deer. Now, BEGONE.

There was a thunder all through the infinite darkness of Reiziger's mind. He recoiled, falling out of sight. Luna watched him descend, and smiled. “So weak?”

“Not so much.” The voice came past her shoulder. Luna barely had time to crane her head backward, for Reiziger was there, teeth flashing. Luna howled in agony as Reiziger bit deep into her shoulder. She tore herself, away, a chunk of fur and skin and muscle staying held in his great mouth. Luna winced at all the pain she felt. Reiziger chewed his bite, and swallowed. “So long since I've tasted godflesh.”

“It is the last morsel I shall grant you,” snarled Luna, healing herself with a ripple through her form.

“Nay, I'll pick your bones clean when you're dead!” Reiziger cried, and charged. His antlers flashed.

Three towers, with their mines, had been destroyed, along with several tornado stations. A few hundred changelings had reached the cloudy walls, but the multitude of soldiers had made short work of them, swords flashing out to cut them down. All told, things were proceeding well. Twilight Sparkle glanced upon the walls from her high hover, a smile on her face. They might survive this yet, provided Luna dealt with Reiziger.

The sky flashed red at that point. Twilight glanced about and gaped. Thousands more changelings had appeared around the city, but they were hardly the most shocking new arrivals. Huge flying creatures, close in size to smaller dragons, now flapped their mighty leather wings. Their bodies were storm gray in color. Their necks were very long, with rounded heads and wide, tooth-laden mouths. Their taloned feet were large enough to snatch a pony each, and their tails slipped long and sinuous behind them. They looked like worms with wings, almost, or eels. What's more, they perfectly reflected illustrations Twilight had once seen in an ancient bestiary.

She turned and flew back towards the command spot. Gawing had just stomped a changeling's head in with his hooves, wings fluttering; he turned as Twilight landed. “This isn't a good time, princess!”

“Look!” Twilight said, pointing with her hoof. “Those things out there!”

Gawing glanced up. His orange eyes went wide. “What are they?”

“Fell beasts!” Twilight cried. “I... I thought they were just a myth, but somehow Reiziger's made them!”

“We'll deal with them!” said Gawing. “What can they do? Do they breathe fire?”

“No,” said Twilight. She turned briefly to blast some battle magic at the changelings. “But their screeches cause terror! Plug everypony's ears-”

The fell beasts started swooping low over the walls. As one their mouths came open, and the sound that issued forth was chilling to the bones. A high pitched shriek, a scream like something suffering now rippled through the air. It was so high and loud it rose above the battle's din.

Twilight heard it and was terrified. Her heart dropped to her stomach, and she skittered backward, scared like some young foal first learning to walk. The only reason she stopped backing up was bumping against the back rim of the wall. The fell beasts shrieked again, and she reared back and whinnied, wild in her fear. Only her immense mental composure stopped her from flying away on the spot.

The Royal Guard around her were not so controlled. They shrieked in horror and deserted, flying off their posts, throwing down their swords and spears. They bolted for the city, tearing off as if the demons of Tartarus were upon them.

“N-No!” cried Gawing, teeth chattering. “S-Stay! Keep to your posts! H-Have courage!”

The fell beasts swooped upon the tornado dispensers. Their massive talons lashed out to destroy the platforms, clouds puffing away from impact. What pegasi had stood to fight were slashed apart by the attacks. The fell beasts numbered just a dozen, but they tore apart the stations, rending them away with talon grasps and snaps of their thick jaws. The last tornado spinning through the sky broke up. With no further cyclones to block their passage, all the changelings charged.

They were upon the wall like swarming ants. Their bodies could shapeshift, of course, so they formed weapons as they landed, ends of legs becoming axe bits and sword blades. Pegasi were cut down as they cowered, drained of all their love as they were killed. The fell beasts swooped like huge vultures, clawing at the soldiers, even thrashing changelings in their fight.

High above, Luna deflected Reiziger's blast and looked below. Her eyes went wide as changelings swarmed over the walls of Cloudsdale, flying past them into the city itself. Pegasi were in total retreat. “No!”

“Ah ah ah!” said Reiziger, flying swift to cut off her departure. “We're not done yet!”

“Enough of this!” cried Luna. Her eyes glowed white. Her form became more stretched and elegant, with longer legs and finer, simpler snout. She turned translucent, ghostly white, as wings and horn vanished. She even lost her back legs, possessing just a spectral tail. The temperature of all the air was lessened. Gray and frosty clouds now gathered. “Let us see how well thou fights while frozen!”

The windigo she had become now blasted icy weather at Reiziger. Frost and icicles were covering his antlers shortly, huge cold winds shoved him back and forth through all the air. He fogged a breath, but then he smiled. “Is shapeshifting your last, best trick? I'll do one better.” Now it was he who changed. His body stretched and broadened, growing massive, while the coarse coal-shaded fur was turned to hardened scales. His stubby tail grew long and whipping. Huge leathery wings sprouted from his back, while his neck lengthened and his head became a massive reptile's snout. Soon where once had floated a black caribou there was a shadowy dragon, massive red antlers upon its head. The cold seemed not to bother it. Its chest heaved as it inhaled, then it blew.

The fire came out in gigantic waves, blazes of scarlet flames too huge to contemplate. They burned away the ice and cold, melting all the clouds that Luna gathered. Her own windigo form was rendered unstable by the heat, forcing her to turn back to an alicorn. The fire even licked at her divinity, burning up her ageless strength, making her shield herself or else be immolated. Reiziger's huge wings were flapping, kicking up a molten breeze, fanning flames into a firestorm that caught Luna in its hot dry winds. She was whipped and burned, tossed every direction.

At last she went flying; then Reiziger struck. He blasted her with his red battle magic. Caught off guard, she was sent hurtling downward. Reiziger fired again, increasing her descent. She fell faster, harder, more intensely, a silver streak behind her toward the open grass below. She crashed with a tremendous sound, burying herself amid a crater. The earth was shattered by the force; trees were bent back.

Luna grunted as she peeled herself out of the crater. Shadow suddenly blackened the space above her head. She glanced up- “Ah, n-” A mountain crashed upon her, its thunder echoing for miles as a crater like a giant's step was blasted into the dirt.

The changelings poured upon Cloudsdale. They swarmed into its towers, they buzzed along its streets. More of the Royal Guard came out to meet them, but these were the older, more experienced fighters, the ones who had been held in reserve for just such an invasion. The changelings at first were cut down, but they continued coming, unceasing, unrelenting. The wyverns swooped over the city, belching flames that blew apart the cloudy spires. Worst of all, the fell beasts kept their dreadful screeching up, planting seeds of terror in the hearts of everypony, however courageous. The pegasi fought half-hearted, their blades and tips haltingly swung. In time, the changelings overcame them, swarming deep into the city.

“They're inside!” cried Gawing, whipping a spear around to impale a changeling.

“I know!” cried Twilight. She had kept her wits about her, and had also cast a local muffling spell to blunt the fell beasts' cries. A blast of battle magic rippled down the wall and disintegrated changelings in its path.

“You have to get to the acropolis!” said Gawing, slicing off one changeling's head. “Get to-” he bucked one changeling off the wall- “get to the acropolis and protect the civilians!”

“What about you?”

“I'll be fine!” cried Gawing. A changeling's chitin blade slashed his cheek, but he pulled it down and stomped its skull. “Go!”

Twilight glanced about her. This area of wall was holding well, but largely due to her. If she left...


“Okay!” cried Twilight, shooting off with dusky-colored streaks.

Another changeling charged at Gawing. He drove a spear into its face. A changeling leapt upon his back; he sent it flying with a buck. More changelings swarmed him as they took note of his skill. He punched, he kicked, he even bit their blackened exoskeletons as though he were a feral horse. They fell in dozens round him, but he could not staunch their tide. Nor could he stop the bleeding he was doing from the many wounds he had received. His sight grew cloudy. He saw his mother, felt her pat him on the head, tell him to be a good boy at kindergarten. He saw a runty little pegasus, sky blue with rainbow mane and tail, sitting near the back. I should talk to her, he told himself. What's your name?

I'm... I'm Dash.

Cool! I'm Wingy!

It's... it's my first time here.

It's okay, he said. I'll be your friend. “I'll be your friend.”

A changeling blade came in, and that was that.

One of the fell beasts flew higher than the rest. It swung around the city in a massive circle and it loosed its terrible shrieks, a piercing cry almost like a wail. None of the pegasi dared come to it; its shriek filled them with fear, and it was massive, mighty talons stained already. It prepared to turn about-

Lightning enveloped it. It writhed and buckled in the air as lines of blinding white coursed over and through its leathery form. It started falling, but the lightning still kept coming, bolt on bolt was fired until all of it was shimmering, until its eyes and tongue were smoking, until it crashed into a massive section of the wall, crushing changelings underneath its charred remains.

“Take that!” snapped Dash, her body laced with thunderbolts. She grinned. Two down, ten to go. The beasts' shrieks did not affect her. She'd turned her own Gift of Loyalty upon herself, filling her own heart with courage to continue. “Heh, not too bad at all.”

A shriek suddenly issued. A shadow passed above. She turned and gasped- another fell beast was upon her, diving straight down, no time to-

A green streak passed before her. Black blood came pouring from the fell beast's neck. It staggered in the air, and then the streak crashed into that same neck to make the bleeding worse. “Hit it!” a voice cried.

Dash needed no more prompting. She flung a bolt at the wound. The power of the lightning blew the fell beast's head clean off; it fell away. She turned and saw Spearmint hovering nearby, the blade strapped to his leg stained black. “Nice!” she cried.

“Thanks,” said Spearmint. He glanced downward and his blue eyes widened. “They're in the city!”

“No!” Dash cried. A look below confirmed her fears.

“Orders, ma'am?” said Spearmint.

“We need to... we need to...” her mind was racing. She glanced down. Cloudsdale was passing by a mountain range. “I know!”

Around the acropolis stood strong and sturdy pegasi. The fell beasts' shrieks had not affected them, at least, not as strongly as it had the other ponies. They were well used to battling fear. For every guardspony upon the wall who had asked, 'Where are the Wonderbolts?,' here they were, the last line of defense between the hordes of Reiziger and those civilians clustered in the acropolis. Now the changelings came upon them. “Ah, ponyfeathers,” deadpanned Fleetfoot. “I was almost done counting to a thousand.”

“Kinda wish we had our flight suits,” said Soarin. He fidgeted, the armor rattling upon his body.

“Nylon won't do much against blades, man,” said Rapidfire.

“Maybe I just wish I was wearing mine because I'd rather be somewhere else,” Soarin responded.

“Come on, Soarin,” said Spitfire, “weren't you always saying how you wanted to see some action? Real action? Welp!”

“Yeah, well, I'm an idiot,” said Soarin. “We've established this, right?”

“Permission to note that Soarin is an idiot, ma'am?” said Misty Fly.

“Permission granted,” said Spitfire. She grinned with fearsome bleakness. “Okay, Wonderbolts, time for a last stand! Formations for-”

The blazing white of lightning rained upon the acropolis. Or, more precisely, around the acropolis, forming a ring of bolts that stopped the changelings in their tracks. “Spitfire!” The voice called from above.

“Rainbow Dash!” cried Spitfire as the named pegasi descended. “That was great! Can you keep it up?”

“Fraid not,” said Dash. “But I've got a plan! I think we can clear the city, and the walls!”

“A twister?” guessed Soarin.


“But for the right size we'd need-”

“That's right!” said Dash. “Come with me!”

“Rainbow Dash, I don't think-”

“Listen!” snapped Dash. “Until this battle's over, I'm Commander Rainbow Dash! And I say come with me! That's an order!”

“Yes ma'am!” said Spitfire with a salute. “You heard the lady, Wonderbolts! Up!” Streaking trails behind them, all of the troupe of stuntponies ascended. Dash went with them, but only to a point. She stopped above the acropolis, looking down. Old mares and stallions cowered there. Mothers with their foals were huddled. The injured and the untrained lay there. Overall, many thousands.

Dash focused on her Gift. Her cutie marks began to glow. “Listen!” she shouted down. “All pegasi of Cloudsdale, listen up!”

Ears were raised.

“You're about to be overrun by changelings, wyverns, and fell beasts! But it doesn't have to be that way! You may not be soldiers, but you are pegasus ponies! All of you can fly- and all of you can make weather! It's in your blood!”

Heads looked up.

“Every pegasus who's ever been to grade school knows how to make a tornado! You used to make them on the playgrounds for fun! After school, you'd compete with your buddies to see who could kick up the biggest dust devil! You used tornadoes to impress your husbands and wives!” Dash's cutie marks were glimmering. “Now you need to put those skills to use, and save your city!”

Eyes went wide.

“Everypony who can fly, get up here! No matter how young, how old, how sick, how weak, how frightened!” The fell beasts shrieked nearby, striking terror in everypony. Dash poured willpower into her mind. Her cutie marks were blazing white, like lightning bolts. “Get up here, and we're gonna make the biggest tornado any of you have ever seen! Are you with me?”

“Y-Yeah!” somepony shouted.

“Are you with me?”

“Yeah!” more pegasi shouted.

“Are you with me?”

“YEAH!” a huge portion of the gathered ponies cried.

Are you with me?!

YEAH!!!” came the deafening roar of every single pegasus.

“Then let's go!”

In a rainbow wave of bodies all the pegasi flew up. Even those who could not fly were carried by the ones that could. The changelings reached the acropolis just as the final pegasus departed, and they hovered in the air.

“Now spin!” cried Dash, and started with herself. A rainbow circle soon appeared, and other pegasi took part in it, one by one or dozens at a time. The Wonderbolts were at the top to stabilize and shape the growing twister. It quickly swelled to massive size.

Twilight blasted magic at another wyvern, even as she dodged yet one more's flames. She hadn't actually made it to the acropolis; she had barely gotten far from the wall before all the wyverns had ambushed her. A streak of burnt black fur was on her flank, but mostly she was still unscathed, and she'd been blasting down the beasts as they'd approached. Even so, she was nearly out of time, she knew. The changelings surely must have been at the acropolis by now. She looked back toward the walls. The fight was getting desperate. So many Royal Guardsponies had fallen. Now-

“All Royal Guard, join the tornado!”

Twilight ducked a blast of azure fire and followed the voice. Spearmint was flying past the wall, streaking along all its length, and shouting.

“Every guardspony, join the tornado! That's an order from Commander Rainbow Dash! Every guardspony, join the tornado immediately!”

“Tornado?” repeated Twilight. She spun around. Her eyes bulged. A massive twister had sprouted above the acropolis, already half a mile in diameter. Lightning licked its darkened walls, the clouds were huge and black above it. Even as she watched some changelings were sucked into it. Even a fell beast, approaching, shrieking was pulled up into the cyclone.

“You too, your highness!” cried Spearmint as he flew up.

“But I-” Twilight blasted clear of the wyverns- “I'm not a pegasus pony! I don't know how to fly as part of a tornado formation! I mean, I've read about it-”

“You have wings, your highness!” said Spearmint. “Knowing how to fly in a twister is instinct to a pegasus pony, and you are one, whether you know it or not!”

Twilight looked at the twister. It was swelling further as the Royal Guard took part. “Okay!” she cried. She turned back towards the wyverns. Her horn erupted with a flash of blinding light. Blinding indeed- it dazzled all the creatures, confusing them and letting her escape. She streaked over the city, past the towers, over columns, above forums and roads. At last she reached the cyclone. Her stomach lurched: it was a wall of swirling clouds, so daunting she could scarcely comprehend it. How could she possibly take part?

“We're the last two, your highness!” cried Spearmint, coming up behind her. He had to scream above the howling of the wind. “Get in there- ma'am!”

Twilight swallowed hard. Summoning her courage, she pumped her wings and plunged into the morass. At first she tumbled, bouncing like a pinball over pegasi and writhing changelings. Spearmint, however, had been correct. Instincts previously unguessed came to life inside her mind. She righted herself, flapped her wings, and fell in beside a pink pegasus and a lavender one, the former carrying her foals upon her back. She flew faster.

Okay!” shouted Dash's voice. “Now move!

The pegasi reacted in concert. They swerved one direction. The tornado, with every pegasus inside it, was a monster, a terrifying freak of nature, tens of miles tall and a mile wide at least. With its motion it wreaked havoc on all creatures in its path. Changelings were sucked up by the thousands. Wyverns were pulled into its winds. The fell beasts that still flew collapsed into the vortex. All along the city swept the juggernaut, acting like a vacuum to suck up the enemy. The Wonderbolts and Rainbow Dash, flying at the top, steered the twister truly, passing it across the city thoroughly, ensuring it did not miss any space. Next the cyclone went over the walls. Through it all, Cloudsdale itself remained intact. After all, Twilight had modified the clouds' density; they were solid as a rock even in the fiercest winds. The tornado even circled the entire city, sucking up all the changelings that hovered to prevent escape. They themselves tried to escape, but it was useless.

That's all of them!” cried Dash. “Now, down!

The tornado descended, howling as it fell. The Wonderbolts and Dash angled the winds just right so that the hordes of Reiziger, all his terrible beasts, were dropping to the bottom of the twister. They kept on going down, moving through the air until they were above the mountain range. The tornado dropped against a wall of snowy peaks.

Now, smash 'em!

The cyclone jerked its bottom so abruptly it was like the cracking of a whip. The lower third was smashed against the mountains, annihilating every changeling, wyvern, and fell beast collected there. It struck the mountain yet again, then a third time, next a fourth. Six times in total did the twister strike the mountain, emptying it of the terrible creatures who had dared to threaten every pegasus' ancestral home.


The cyclone rose and curved, arcing back towards Cloudsdale in a nearly graceful bow of wind. In little time it reached the city.

Break up! Slowly! Give everypony a chance to get out!

Gently did the twister come apart. The old and feeble got out first, dropping from the bottom onto Cloudsdale's white cloud streets. Next came the mothers, fathers with their foals, landing gently in the open spaces. Then bit by bit the able-bodied ponies came away. The twister kept on shrinking, growing thinner, until it was just fighting folk. With a final blast of wind the guardsponies and warriors dispersed, the twister disappearing into nothing.

“We did it!” shouted a mother pegasus, grasping her babies close.

“I... I can't believe it,” said a guard.

“Hip hip, hooray!”

“Hip hip, HOORAY!”


“Awesome!” cried Dash, fluttering down. She was instantly mobbed.

“You're amazing, Miss Rainbow Dash!”

“The pride of Cloudsdale!”

“Always were among the best of us!”

“A hero! A genuine hero!”

The Wonderbolts were gathered at a distance, along with Twilight Sparkle and Spearmint. Spitfire chuckled. “We should induct her right now, you know.”

“Have the Wonderbolts ever had a battlefield induction?” asked Fleetfoot.

“As a matter of fact, they have,” said Twilight, raising a hoof. “You see, back during the Great Dragon War-”


The pegasi of Cloudsdale gasped as Luna fluttered down into their midst. She looked immaculate, as good as new- save for the fear that flickered in her eyes.

“Princess Luna!” cried Twilight as she came close. “I'm so glad you're okay! We did it! We saved the city! And it's all thanks to Dash!”

“Wondrous,” said Luna, her voice betraying her distraction. “Have any of you seen Reiziger?”

“No, your highness,” said Spearmint. “We thought you were fighting him.”

“I was,” said Luna, “but he battered me and struck me down. I have lost track of him!”

Fear now rippled through the crowd.

The rainbow foundries were deep inside of Cloudsdale. Among the most fortified portions of the city, they had largely been ignored during the siege. The vast and silent pools of shifting colors were unmoved by all the chaos. The two dozen guards that watched them fidgeted. “Shouldn't we go outside and see how things are faring?” one asked.

“You heard Princess Luna's orders,” said another. “We protect the foundries at all costs.”

“Things seem to have quieted down out there,” said one of the technicians in his white coat. “It couldn't hurt to take a peek and see how things are going.”

It will hurt you far more to be in here.

Red haze enveloped every guard and worker. They floated in the air, frozen in place.

Alas, too late to leave. The foundry gates came open; in strode Reiziger, his antlers burning. “Ah,” he breathed, “rainbows.”

The guards and technicians began to float around him, orbiting him as if he were some pitch black star.

“Do you know there is a ghastly urban legend surrounding rainbows?” he asked. Of course his prisoners could not respond. “It is whispered by little colts and fillies at their slumber parties that rainbows are made from the blood of pegasi. A garish, gruesome story, to be sure. Exactly the sort of thing that excitable youths would spread. Of course it is not true.” He floated one technician right in front of him. He grinned, with all those razor teeth. “But like many legends, it has its roots in fact. Rainbows are not made from pegasus blood, no. But in order to truly make a rainbow- in order for it to sparkle, to shine, to have the power to vanquish evil that rainbows in this remade world seem to possess- it must contain a certain degree of strength. That is why you technicians,” he glanced at the white-coated pegasi, “must be the most sturdy and able-bodied folk in Cloudsdale. You impart some of your own, invisible power of living into the brewing of your rainbows. Rainbows are not made of blood. But rainbows are made of... life.”

The floating pegasi writhed as they were drained of strength. The shadows pulsed around Reiziger. In a few minutes, all of them died, and their bodies became gray and wasted husks. His power dissipated. The corpses toppled to the cloudy ground. Reiziger strode up to the edge of one of the rainbow pools.

“And that means these lakes, these vats of rainbows, are full to brimming with life force. Which makes them... delicious.”

He stuck a hoof into the pool. Black ripples spread out from his touch.

“I don't see him anywhere in the surrounding clouds!” cried Spearmint, touching down.

“He's not hiding below the city!” said Soarin, galloping up.

“Keep searching!” cried Luna. “We must find him. He would not have abandoned this place, not when he could move about unnoticed in the chaos of the battle.”

“Look!” shouted Dash, pointing up and to the left.

The rainbow waterfalls that thundered from the pinnacles of Cloudsdale were changing. Even as everypony watched, the multitude of shifting colors turned to midnight black. Eyes swept over all the rainbows. One by one, they darkened. In only a few minutes all the rainbows around Cloudsdale had turned black.

Much better.

Everypony looked up. Reiziger appeared above the city, hovering serenely. Twilight pinged him with her horn and staggered at the feedback she received. The power radiating off him, the power she could feel, was terrifying. “How... how did...”

“The rainbows,” Luna said.

Of course that was my objective from the start, he thought at them. Now, much as I would like to stay and wipe your city off the sky, I must be going. I'm a busy dark lord, after all.

“Coward!” yelled Dash. “Come down here and face us! We're not afraid of you!”

Reiziger arched a coal black eyebrow. Oh no? You should be.

For an instant, just the blinking of an eye, Reiziger changed. He no longer was a caribou. Instead he was... infinite. A blackened, writhing mass the size of Cloudsdale, maybe greater. A shapeless, grasping thing, with too many antlers, too many eyes, and far, far too many teeth. Glancing at him, Twilight felt her sanity begin to crack. There were angles to his shape that did not fit her knowledge of geometry, folds of shadow, turns of darkness that awakened ghosts of madness in her head. She saw in him an End of things. She saw in him that which was Not.

It lasted just a gasp. Reiziger then was deer once more. That's enough for now, I think. Farewell. He vanished in a flicker.

“Ungh,” grunted Twilight, rubbing her eyes. The sight of him could not be banished from her head.

“We... we won,” said Dash. “Cloudsdale's safe. We won.”

“Then why doesn't it feel like it?” asked Twilight. She glanced upon the blackened rainbow falls.

Author's Note:

Outside the ordered universe is that amorphous blight of nethermost confusion which blasphemes and bubbles at the center of all infinity—the boundless daemon sultan Azathoth, whose name no lips dare speak aloud, and who gnaws hungrily in inconceivable, unlighted chambers beyond time and space amidst the muffled, maddening beating of vile drums and the thin monotonous whine of accursed flutes.

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