• Published 12th Oct 2011
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Rebel Against The Night - CrossoverManiac



Nightmare Moon transforms the human race into ponies. Crossovered with Code Geass

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Chapter 3: The Battle for Tokyo Part I-Harbinger of Things to Come

Rebel Against the Night
By
CrossoverManiac
Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes.

The thoughts of the characters are in italics.

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Chapter 3: The Battle for Tokyo Part I: Harbinger of Things to Come

Darlton accompanied a pony with a lavender mane and lemon-colored fur to Cornelia’s throne room while a third pony followed behind them carrying a bronze candleholder in his mouth. The lemon-colored pony wore a white lab coat that was hastily cut to fit his new body. The tattered coat was riddled with imperfections: the left sleeve was longer than the right, the tail end of the coat hacked into jagged edges to shorten it. Occasionally, the lemon-colored pony adjusted his lab coat with a pair of wings hidden underneath. When he tugged on his coat, a set of gears could be seen adorning his hind quarter. When they reached the entrance to the throne room, the guard bit the door handle letting them in.

Darlton stepped aside and opened his right wing pointing inside. “Right this way, Earl Asplund.”

“No need to be so formal, general,” the winged pony spoke, “just call me ‘Lloyd’.”

“Earl Asplund,” Cornelia le Britannia called out from the other end of the massive throne room. “It’s good to hear from you.” Euphemia was at her sister's side.

Lloyd followed the red carpet till he was at the foot of the stairs that lead up to Cornelia’s throne, or more specifically, where it used to be. In its place was a red cushion that Cornelia sat on.

“Why Viceroy, you seem unusually courteous…” Lloyd tried to bow on his right rear knee while holding his right front hoof against his chest, but his pony body lacked the dexterity of his original human form. He lost his balance and fell over.

“Those formalities won’t be necessary, Earl Asplund.”

“Oh thank goodness,” Lloyd said. “I might have broken my neck the next time I try that.” Lloyd picked himself off the floor. “How might I be of service to you, Viceroy?”

“I hate to admit, but I have a grudging respect for your work.”

“Well, you should,” Lloyd bragged. “My Lancelot saved you from defeat on more than one occasion.” Euphemia cracked a gleeful smile as she thought about the Lancelot's pilot, Kururugi Suzaku.

Cornelia’s eye twitched at the reminder that she had to be rescued by Earl Asplund’s handiwork and an Eleven pilot. “And don’t think for a moment the crown isn’t graceful for your aid, Earl Asplund,” Cornelia strained to admit her shortcomings. “But that’s beside the point. I brought you here for a more strategic purpose.”

Lloyd raised an eyebrow and grinned. “Strategic?”

“I need Knightmare Frames that can operate without sakuradite. It appears that whatever attacked us actually caused our Knightmare’s Yggdrasil Drives to, for a lack of a better term, evaporate. They’re not a drop of sakuradite anywhere.”

“You only need to go to Ashford Academy for that. They have a Ganymede...”

“I don’t need a museum piece!” Cornelia stomped. “I need something that has the capabilities of a 5th Generation model but runs on an alternate power source. I’ll remind you, that without modern armaments, we are at the mercy of the Elevens. Those savages will rip you apart for being a Britannian noble. Think about that before being so dismissive of my request, Earl Asplund.”

“Well since you put it that way, there may be a way to power your Knightmares. There’s a student from Ashford Academy...”

“A...student,” Cornelia interrupted. Her displeasure with Lloyd’s answer was obvious from her curled up lip and glaring eyes.

“Don’t let that put you off; she’s quite the little genius. She figured out a way to extract energy from uranium.”

Cornelia sighed. “Bring her here tomorrow and whatever notes and material she’ll need. Also, see about redesigning the cockpit and pilot interface to compensate for our...handicap,” Cornelia said as she turned her head to the side with a gloomy look on her face.

“All of that and with no hands,” the earl joked.

“I’ll send as many technicians as I can spare. The added manpower should make up for the lack of hands.”

“That depends on how dexterous they are with their mouths.”

“Just make do with what you have, Earl Asplund,” Cornelia huffed as she rubbed the throbbing migraine Lloyd was giving her.

“Oh, I’ll also need Warren Officer Kururugi’s help with the Lancelot.”

“My Knightmares have priority over your experimental model.”

“But this is an experimental power source, and to work the kinks out of it, I need the machine that I’m most familiar with.”

Cornelia rubbed her forehead, closed her eyes, and sighed. “Just don’t drag your feet doing it.”

“Don’t you mean ‘hooves’? I don’t know anyone with feet, at least not anymore.”

That was the last straw. Cornelia leaped off her pillow and was about teach the eccentric earl a lesson if not for her sister jumping between them.

“Viceroy,” Euphemia said in the sweetest, most submissive voice she could muster, “you’ve had a busy day. How about you get some sleep and let Earl Asplund do his work, right Earl?” Euphemia turned her head around and looked scornfully at Lloyd.

“Well I won’t keep you good people waiting,” Lloyd didn’t waste a second and immediately galloped out of the throne room.

“I suppose you’re right, Sub-Viceroy,” Cornelia conceded. “Darlton,” she called out.

“Yes, mi lady?” Darlton replied.

“Go to Ashford Academy and fetch that Ganymede. A museum piece is better than nothing. And order my technicians to have it rigged so it can be piloted in my current state.”

“It’ll be done immediately, mi lady.”

“And speaking of museum pieces, order your men to gather up spears, lances, and shields. And don’t stop with the museums-confiscate them from private collections if you have to.”

“I’ll afraid there are more soldiers than there are antique weapons for them, mi lady.”

“In that case,” said Cornelia, “save the actual weapons for our best troops and let the rank and file use whatever they find lying around.”

“Is there anything else, mi lady?”

“Yes, one more thing-are you familiar with military history?”

“As a matter of fact, I am,” Darlton smiled.

“Good,” Cornelia smiled back, “that means you won’t have any problems schooling our soldiers. Darlton, in order to keep the Elevens from taking advantage of the situation, we have to shake them up a bit. Tomorrow, I’ll have my strategy ready for you. Then train your men accordingly. Once they’re ready for battle, we’re paying the Elevens a little visit.”


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The makeshift town square was little more than a spot where rumble was cleared away. Flames danced on the end of torches creating rhythmic, flickering lights. A multitude of ponies, divided evenly between the mundane, horned, and winged types, crowded together. The commotion cut through the serenity brought forth by the night. An elderly mundane stallion with gray mane and white coat trotted to the center of the town square. “The time is right,” he said, “to finally prove that Elevens can make peace with Britannia.”

“Don’t use that racist language here, Yamato,” a younger mundane pony scorned, “we’re Japanese, and if the time is right for anything, it’s to send those Britannian bastards to hell.”

“I’ve had it with the violence,” a middle aged, horned mare cried, “why can’t we live in peace? Why must you drag the rest of us into your fight? My son ran off and joined that terrorist group, and I haven’t spoken with him since. Don’t make me lose any more of my children.” Just then, the horned female pony was suspended off the ground by an unseen force. “What’s going on? Help!” She cried out.
Silence fell on the dumbstruck crowd. The ponies back off to make way for Japan’s most famous or, to some, most infamous pony. Lelouch trotted along the path cutting through the mob to the center of the town square. He gently placed the middle-aged mare on the ground.

“Now that I have your attention,” said Lelouch, “I would like to make a request.”

Yamato emerged from the crowd. He positioned himself between Lelouch and the crowd. “We want nothing to do with terrorists, Zero,” he said.

“You don’t speak for all of Shinjuku. Hear me out, Japanese. The Tokyo Settlement can be ours for the taking. We can cast off Britannian rule once and for all.”

Lelouch’s claim was met with much skepticism.

“Are you insane?” A pony yelled. “We can’t take on Britannia like this?”

The pony next to her scoffed at Lelouch as well. “It’s not like we have weapons or...” Lelouch levitated him as he did Ohgi and the middle-aged mare.

“Yes, we’re not exactly in top condition, but,” Lelouch countered, “the Britannians are worse off than we are.” Lelouch eased the pony back on the ground. “Their war machine has been rendered impotent. We have superior numbers. They’re hidden away inside the Settlement while we have the resources of Japan at our disposal.”

“Or we can take the opportunity to make peace with the Britannians,” said Yamato.

“Quiet you Britannian lapdog,” said a horned stallion.

“Let him speak.” A winged mare pony said.

“Why should we? He sounds like an honorary Britannian.”

“Don’t you dare disrespect Yamato! He’s one of the Shinjuku elders, a pillar of our community. He has to be heard.”

“Fine,” say the young stallion, “we’ll listen, but then let Zero finish talking.”

“If you insist,” Yamato grudgingly conceded, “we’ll hear Zero out." He turned his back on Lelouch and spoke to the crowd. "But first, consider this. It’s not an overstatement when I say civilization has fallen. Centuries of progress erased in one night. And Zero would have us continue as though nothing has changed. It’s time for us to adapt to the situation. We shouldn’t be antagonizing Britannia, but rather, endearing ourselves to them; extending the olive branch of friendship.”

“Now that Britannia is on its knee, you’d have us put our faces to the ground just to show how submissive we can be?” Lelouch then addressed the others. “Do you not wish to live free of Britannia’s yoke or offer a better tomorrow for your children? You Japanese can take what is rightfully yours.”

“YOU PONIES ARE IDIOTS!” The entire square diverted their attention to a lone winged stallion. He had a light blue coat, a dark blue mane, and the image of a lightning bolt with a pair of wings attached to it on his hind quarter. He pushed his way through the crowd. “There are no Japanese here. There are no Japanese anywhere. Nor are there any Britannians, not since last night. You ponies go on as though you’re still human. Would you even know if a pony used to be Britannian without him telling you? And you call yourselves Japanese? Japanese are humans, which none of you are.”

“Being Japanese is a state of mind,” said Lelouch.

“Pretty words to keep these ponies living in their fantasy world. There are no more people in this world-only ponies. Let those old prejudices died with the human race. There’s nothing left to fight for.”

“The Viceroy will be all too happy to prove you wrong,” Lelouch said mockingly. “Being Britannian is also a state mind. For Britannians, weakness is the unpardonable sin, and those with power are obligated to abuse those without,” he looked at Yamato, “which is why Viceroy Cornelia will neither acknowledge the Japanese as allies,” and then he turned his attention back to the belligerent stallion, “or accept this new social order of yours. In the next few days, expect her to make an appearance. And when she does, she will enforce the status quo. Just stay out of the way of the Black Knights if you choose not to fight alongside us less you find yourselves in the crossfire.” Lelouch started to walk away but then stopped and looked back. “But those of you that side with us, come with me.” One by one, members of the crowd, mostly young adult ponies, came forth and followed Lelouch as he made his way back to the safe house. And on that night, the ranks of the Black Knights grew by a hundred.


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“What the hell is that?” Kallen groaned. She rubbed her crust-covered eyes. The sun had yet to rise and banish the night for another day. She squinted to make out whatever it was that woke her from her much needed rest. “My ears,” she complained as an irritating buzz filled the room. Out of habit, she covered the side of her head, but then moved her hoofs further up after remembering her ears have shifted position.

“It’s a wind-up alarm clock," said Lelouch. "I never saw one before until yesterday. Have you? I found it while searching for our radio.”

“It’s still dark outside.” Tamaki griped. He lit up his horn and saw the alarm clock on the table next to Lelouch. “It’s 0500! Did you have to wake us up this early?”

“I warned you last night to get a good night’s rest.”

“But it’s not even morning yet. I barely got any sleep over the racket your new recruits were making last night.”

There were ponies lying all over the floor that were also awakened by the commotion.

“So, what do you have planned for us?” Ohgi yawned.

“As you know, our main goal is to take back the Tokyo Settlement. Before we can do that, we have to grow our forces. However, the Viceroy will be aware of that fact as well.”

“You told her what you were planning?” Ohgi asked.

“That last time was to set a trap. Cornelia knows about our current plans because it’s the logical choice to make, and she didn’t get to be viceroy by being naïve when it comes to military matters.” Some of the new recruits looked at each other nervously and started to have second thoughts about following their new leader. “The most obvious step for her to take is to bully the population into submission with an overt show of force; a shock-and-awe campaign, but we’ll counter Cornelia with a shock-and-awe campaign of our own. If we’re going to defeat Cornelia’s forces, we’ll have to win over the Japanese people and show them that the Viceroy can be defeated. Even though the occupation force is a toothless tiger, much of the population still fears them, and Cornelia knows it and will do everything in her power to bluff her way to victory.”

“What do you have in mind?” Minami asked.

“Our old equipment, it may be of some use to us, but only if we act fast. Cornelia won’t waste time.”


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A row of horned ponies stood shoulder to shoulder conversing among themselves as they waited for their leader.

“Why did they make us line up?” One yellow mare turned and asked the blue-gray stallion next to her.

“Don’t know,” he replied. “Maybe Zero’s giving a speech.”

“I just hope we’re not going to spend all day marching,” a stallion with a white mane, green coat, and a frowning face on his hind quarter griped. “I am so out of here if he thinks we’re going to march.”

“That’s not his style,” said a familiar voice next to the disgruntled horned stallion, “and even if he does, you should trust Zero. The Black Knights never went wrong following him.”

“Oh and how would you know?”

The mare nudged the disgruntled horned stallion. “Hush Akito, here he comes.” The horned ponies all ceased talking as Lelouch and C.C. trotted around the corner.

“Welcome new recruits. As much as I would like to be more formally introduced, we’re running on a tight schedule.” Lelouch gestured with his hoof. “Look down at your feet.” The ground was covered with broken bits of concrete and asphalt. “Now look up at me.” The horned ponies watched Lelouch levitate some of the rocks off the ground. “From what I gather, those with the spiral horn on their forehead have special powers. Now concentrate on the rocks at your feet and try moving them with your mind.” The recruits glanced down and focused on the rocks. Akito nudged one with his hoof.

“No cheating,” said Lelouch.

“What is this? Grade school?” Akito snorted.

At first, nothing happened. It was quiet enough to hear a breeze gently shifting around bits of dry paper. But then one of the recruits got his horn to glow. Then another followed suit and then another. It wasn't long before a third of the new recruits were tapping their innate power.

The pebbles at Akito’s feet stirred around in a circular pattern. “Hey, mine's working!” He said enthusiastically, but then his horn dimmed and the pebbles ceased moving.

“Keep your mind on the task at hand,” Lelouch ordered.

“Oh right.” Akito went back to stirring the pebbles again.

One mare managed to throw hers and hit the side of a building while others could barely slide a pebble along the ground. Several of them emitted beams of light not unlike Tamaki’s horn. But then something unexpected happened.

Some tattered cloth and shards of broken glass floated around one mare, whirled around her, and then turned into a pink, gossamer silk gown lined with glass jewelry. Broken pieces of rebar were banging against old storm drains and rocks against trashcans with a distinctive beat. Lelouch thought he heard someone playing a string instrument. He looked around and caught sight of old wire stretched out and plucked like a guitar . Even the wind itself was playing a saxophone-like melody as it blew through old plumbing exposed by the gaping holes in the building. The spotlights emanating from the horns reflected downward and changed color at random. Pieces of trash flew upwards and were shredded. The recruits and Lelouch were showered in confetti.

“Stop it!” Lelouch growled. “Stop it! Stop it! STOP IT!!!” The street went silence save for the clatter of falling rebar . The wind died out, and the techno-colored spotlights faded.

“Is this your idea of a joke?!?” Lelouch fumed. The electronic voice modulator stitched into his mask picked up the heavy breathing, which sounded like the rumbling of a distant storm closing in.

“We didn’t mean to do it. It just happened,” a horned stallion apologized.

“You expect me to believe this was all an accident?”

“Yes it was,” a horned mare said defensively. “I tried moving the rocks, but then...”

“That’s enough of your excuses! Those of you involved in this foolishness,” Lelouch pointed to the ponies that took part in the 'party', “you can leave. If you can’t take the liberation of your own homeland seriously...”

“But we do take it seriously,” the horned mare in the gown cried. Her fur was damp with streams of tears pouring from her eyes.

“Your party dress says otherwise.”

“Please, Lord Zero, don’t send us away.” The horned mare felled at Zero’s hooves. “I was trying to move the rocks like you asked, but then my mind wandered and the dress just came out of nowhere.” Those that Zero pointed to crowded around him pleading to stay.

“I said ‘no’! Now leave!” The horned types that were singled out complied with Lelouch’s command and went off in all directions. Lelouch took a deep breath to calm down. “Now for the rest who weren’t able to use their powers, I’ll assign you to a Black Knight with a horn. Minami,” Lelouch called out.

Minami, who was standing beside Akito, stepped out of the crowd.

“You’re a Black Knight!” Akito said in shock.

Minami nodded. “I wasn’t just talking nonsense when I told you the Black Knights never went wrong following Zero. I was trying to learn telekinesis myself.” Tamaki, who was sulking at the other end of the line, huffed when Minami mentioned telekinesis.

Lelouch spoke up. “You were gathered here to find those able to tap their powers and to train them. Telekinesis isn’t the only ability that could prove useful. Minami has the ability to accelerate the healing process. If we can find even one additional healer, it would mean fewer Black Knights dying on the battlefield.” Lelouch then turned his attention to Tamaki. “Go to Ohgi and help him with the new recruits in the subway tunnels.” Tamaki sighed and headed for the tunnel entrance dragging his hooves. “Those able to perform telekinesis,” said Lelouch, “will stay with me for further training. We’ll hone your powers as a weapon against Britannia.”


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A caravan of mundane-types made its way to the tunnel entrance that lead back to the Black Knights’ safe house pulling an assortment of cars and pick-up trucks-each one was packed full with a variety of metallic items. Illuminating the path for them was Ohgi, who was holding an antique lantern in his mouth, and Tamaki. They were greeted at the entrance of the subway tunnel by Lelouch.

“Did you get the items I requested?”

Ohgi set down the lantern and nodded. “Everything you asked for. The explosive ordnance from our stockpile and whatever sharp objects, bladed weapons, and poles we could find.”

“Yo Zero,” Tamaki called out, “I made Ohgi bring body armor.”

Ohgi glared at Tamaki. “That old aluminum siding you had us lugging around isn’t body armor.”

“We’ll put body armor on the back burner for right now. But it isn’t something to dismiss offhand either. Good thinking, Tamaki.”

“I can’t believe Zero said ‘good thinking’ and ‘Tamaki’ in the same sentence,” Ohgi said under his breath.

Just then, Kallen, Minami, and one of the new recruit, a mature horned mare, who was in her late 30’s to early 40’s, trotted through the entrance.

“So Kallen, how did the training go?”

Kallen took a deep breath and sighed. “Terrible. Our recruits are too scared to even hover off the ground, let alone fly.” Kallen fluffed her wings. “They’re supposed to be risking life and limb to free Japan, and they’re too cowardly to use these.”

“At least yours didn’t turn their orientation into a rave.” Lelouch then noticed Kallen’s bandages were gone and that her cuts have healed. “Did Minami do that?”

Kallen lifted one foreleg at a time. “Oh you mean these? It was Minami’s student.”

The mature mare stepped forward. “I’m Karamorita Saika. Before the invasion, I was a pharmacist and, after, a midwife.”

Tamaki stared at Ms. Karamorita’s flank. “Hey, what’s that stick thing beside the thermometer?”

“Tamaki!” Kallen yelled. “That’s rude.”

“Oh, he isn’t bothering me,” said Saika. “It’s a tongue depressor.”

“Minami,” Tamaki asked, “don’t you have a stethoscope and band-aid on your hip?”

“Yeah,” Minami replied, “and now that I think about it, the first person I healed said the marks match up with my healing abilities. I remembered wanting to be a doctor when I was a kid, but when the Britannians came, I had to shelf that dream.”

It was then Zero remembered the recruit in the dress had a sewing needle and spindle on her flank.

“If you don’t mind,” Minami asked, “I’ll take Karamorita around the ghettos for some practice.”

“I don’t have a problem with it,” said Lelouch. “And they’ll appreciate your help.”

As Minami and his student were leaving, a winged stallion barged through the subway entrance. The others couldn’t place the lavender coat, blonde mane with one long bang hanging off the forehead, and a video camera hind quarter symbol. He was panting for breath. Instinctively, Ohgi, Kallen, and Tamaki stepped between this new pony and Lelouch.

“Zero, I finally found you.” The new pony wheezed.

The three Black Knights relaxed and stepped aside. “Took you long enough to come back, you damn Britannian,” Tamaki scoffed. The new pony was Diethard Reid-a Britannian reporter who joined the Black Knights to cover Zero’s rise to power.

“He’s a Britannian?” A feminine voiced asked from the other side of the entrance. It was the horned mare that created the dress during the orientation. She peered through the doorway. “Please forgive me Lord Zero for bringing a Britannian. He told me he was a Black Knight.”

“And he is,” Lelouch replied. “Welcome back, Diethard. I thought you would have come sooner.”

“If you only knew how much trouble I had getting back to Tokyo and then finding you,” Diethard bellyached.

Lelouch then turned his attention to the horned mare. “It’s rude to peak in. Come inside.” The horned mare cautiously crept in

“Lord Zero,” she bowed at Lelouch’s feet. “Please give me one more chance. I promise I won't let you down.”

“What’s your name?”

“My name is Kamio Misuzu, Lord Zero.”

“You will have to prove it to me, Kamio Misuzu,” Lelouch said without looking down, “go find the other recruits I sent away. Find as many of them as you can and bring them to the safe house if they choose to come back.”

Misuzu’s face lit up. “I’ll track every one of them down for you, Lord Zero.” She galloped out of the subway.

“And stop calling me Lord Zero,” Lelouch shouted. “Titles are the indulgences of Britannian nobility.”

“Now that’s out of the way,” said Diethard, “I have some information that you might be interested in.”

“Do tell,” said Lelouch.

“As you know, the Britannians set up military installations throughout Area 11, and most of them have fallen to local resistant fighters. The surviving soldiers are heading for the Tokyo Settlement and seeking refuge...”

“...and thereby, strengthening the Viceroy’s forces,” Lelouch completed Diethard’s sentence.

“We should set up a blockade around the settlement immediately.” Lelouch turned away from Diethard and mused over the news.

“Let them through,” Lelouch ordered as he turned around in dramatic fashion. “Allow those displaced Britannian soldiers into the settlement.”

“But Zero, you can’t be serious,” Diethard objected.

“I am. They will be more useful to us if we allow them passage through the ghettos. I have plans for them, Diethard.”


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The clouds smothered the already minuscule light of the stars above and draped the ghetto in a murky darkness. A pair of ponies were treading cautiously through old Tokyo and stepping softly keeping the tapping of hooves against concrete down to a minimum as they traveled along Koshu-Kaido Avenue.

“Just the two of us on a scouting mission with no weapons?” One pony asked rhetorically. “Finney must really hate us.”

The other pony shushed his partner. “Keep it down”.

“Don’t you have a flashlight, Grant?”

“No, and we shouldn’t, Collins.” The other one whispered. “And try to be quiet. We don’t want to wind up like the 4th.”

“The 4th?” Collins asked.

“They had the bright idea of sneaking into Tokyo in broad daylight. They didn’t even make it into the city limits. I heard a lynch mob of Elevens hung them all.”

“Oh that’s just a rumor,” Collin said in order to ease his troubled mind.

“I’m not taking any chances,” said Grant, “and neither should you.”

Collins nodded his head in agreement. “I’ll definitely keep my mouth shut.”

“I’m afraid it's a bit too late for that.” The electronically distorted voice that echoed all around them was all too familiar to the Britannian military. Just then, a flashlight came on behind them. They turned to see who it was only to find the flashlight floating in mid-air.

“I’m behind you, Britannians.” Collins and Grant turned around and saw Lelouch in costume.

“Hear me, soldiers of Britannia,” said Lelouch as he activated his Geass, “I have an important task for you.”


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Hundreds of ponies were on the bottom level of the Tokyo Settlement piling debris into the access corridors running between the settlement and the ruins of old Tokyo. Those pulling wagons had their legs bound in chains. One of them was a mundane with Turquoise fur and a brown mane. He had a mark on his hind quarter, a castle tower, like other ponies, but there were also pair of lines burned into his flesh. In fact, all of the ponies in chains had those two lines branded into their flanks.

One of the guards on watch looked him over. “You’re a lucky Eleven aren’t you?” He mocked. The pony in chains said nothing. “They were going to execute you, Tohdoh, but thanks to this disaster, the Viceroy is in need of dumb animals to haul off garbage, and you were a perfect fit for the job.”

The pony in chains was stoic. He showed no anger at his jailer nor did he lash out. Instead, he calmly said, “if you’re searching for dumb animals, look in a mirror.”

The jailer turned around and kicked Tohdoh in the head. “Watch your mouth or else, eleven pig!”

Tohdoh shook off the blow and continued on his way when a commotion on the far end of the access corridor caught the guards’ attention. They ran over to see what was going on. On the other side of the barrier were pleading voices.

“Let us in,” went some of the cries.

“We’re Britannians,” said others.

A pony stuck a muzzle through a tiny opening in the barrier. “Help, we’re survivors stationed on the bases outside of Tokyo. I’m from the 118th Artillery division stationed in Kyoto. We need your help.”

“Inform the Viceroy,” a guard ordered.

“Please hurry,” the pony on the other end of the barrier begged, “before the Elevens finds out we’re here.”

“You there with the wings,” the officer in charge ordered a winged pony who was a moment ago picking up debris, “Fly over to the Viceroy’s palace and tell her what you saw.”

“I can’t fly. I only did it once, and I crashed.” The winged pony in question was Rivalz.

“Do you want to be court-martial on your first day, private?”

“N...n...n...no sir,” Rivalz stammered. He heeded the guard’s commands and took off.


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“Slow down!” Guilford cried out as he sidestepped a speeding Knightmare Frame. The humanoid mecha ran into a fountain and smashed the cherub statues into pieces before it finally came to a shrieking halt. The frame had a blue and white color scheme and elongated arms. It had neither a head nor a specialized cockpit in the back. Because the Ganymede is a third-generation Frame, the cockpit was at the top of the frame and integrated into the torso unlike the modular cockpit in the back of the later generation Frames. The pony piloting the Ganymede was Cornelia.

“Guilford,” Cornelia called out, “you said the technicians made adjustments to the controls.” The Ganymede cockpit was redesigned with four foot pedals. Cornelia was positioned on a saddle bolted into the floorboard that divided the right and left pedals.

“They did, mi lady,” said Guilford. “They said that you have to get used to the new control scheme.”

“It’s never easy, is it,” Cornelia snorted.

“Give it time, mi lady. I’m sure we’ll...” Guilford was tackled by Rivalz. The young winged stallion landed on top of the mundane pony. “Get off of me,” Guilford yelled.

“I am so, so sorry, my lordship,” Rivalz apologized profusely.

“Go practice elsewhere, private.”

“I wasn’t practicing, sir.”

“You should if you insist on flying.”

“Lt. Schultz ordered me to, your lordship.”

Guilford looked at Rivalz cockeyed. “What for?!?”

“He has a message for the Viceroy. Britannian soldiers from the other bases in Area 11 are asking for sanctuary.”

“Viceroy, survivors from...”

“I heard Guilford,” Cornelia interrupted. She lowered herself from the Ganymede’s cockpit. “Lead the way, private.”

“Yes, your highness,” said Rivalz.


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Rivalz led Cornelia and Guilford to the one entrance to the settlement where the work crew was clearing away debris, instead of piling it on, and dumping it on the left and right side of the entrance. The set-up had a special failsafe. The debris was being piled around it and held in place by netting. Rope tied to the support beams provided tension. Should one or both of the ropes become undone, the debris would bury anyone that dares to invade the settlement. The only thing besides the booby trap keeping the hundreds of Britannian refugees from entering were platoon upon platoon of soldiers armed with whatever sharp objects they could wield.

The pony closest to the front, a mundane stallion with red fur and a purple mane, bowed to Cornelia. “Viceroy, oh thank God you came,” he said. “I’m Warrant Officer Greg Finney. I’m the de facto commanding officer of the 118th Artillery Division stationed in Shizuoka.”

“And you, a mere warrant officer, are the highest ranking soldier left in your division?” Cornelia asked.

Warrant Officer Finney nodded. “The day after we were transformed, Elevens overran our base and murdered most of the NCOs and all the officers. We had to wait till late last night to sneak into the city under the cover of darkness. We were lucky it was cloudy that night. Please, your highness, do not leave us to die at the hands of the Numbers. My men and I can be of use to you.”

“Hold on for just a moment." Cornelia said to Warrant Officer Finney. She gestured to Guilford to follow her. When they were out of earshot, "I'm not sure about letting them in," Cornelai whispered.

“Your highness, will you not grant them sanctuary?” Guilford asked. "They’re our own.”

“Are they, Guilford? We can’t tell the difference between an Eleven and a Britannian by looking anymore. We even branded the Eleven inmates just to keep tabs of them.” Cornelia could tell that Guilford wasn’t too happy about leaving soldiers outside the protection of the Settlement by the unwavering look of dread on his equine face. “I’ll interrogate them myself and make certain that they’re really...”

“No, your majesty! It’s a trap!” One of the soldiers barged through the entrance. “I was the only one that made it out. The rest are Eleven terrorists! They forced me to go along with their ruse.” The guards tackled the pony.

“No your majesty, Sergeant Grant is lying!” The other soldiers from the 118th were yelling out similar declarations as well. Suddenly, one of the 118th barged into the settlement and stabbed a guard with a combat knife held firmly between his teeth. It was Collins.

“For the liberation of Japan!” Collins called out after thrusting the blade into the guard’s neck and then, after completing Lelouch's order, looked stunned at the guard he murdered. “What’s going on...” he blurted out before being ran through with a butcher’s knife tied to a mop handle. Before Cornelia's men had the chance to trigger the booby trap, the Britannians on the outside poured through the entrance. In a matter of seconds, soldiers on both sides of the access corridor were attacking each other.

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On the roof of a building just outside the perimeter of the Tokyo Settlement, Lelouch watched the Britannians soldiers turn on one another though a pair of binoculars. He cracked a mischievous grin underneath the Zero mask.

C.C. stood beside Lelouch squinting at the entrance of the settlement ground floor. “What are you up to this time, Lelouch?” Lelouch levitated the binoculars in front of C.C. “Is this your doing, Lelouch?” Lelouch chuckled impishly at the accusation. “So, you got your evil laugh back?”

“I knew it would be worth my while to permit those stragglers back into the Tokyo Settlement. I had my special collaborators sow the seeds of chaos among the Britannians and now those seeds are yielding fruit. And I owe it all to you.” Lelouch said to the pony that just flew right in front of him and C.C. He folded his forelegs around his chest and stared in disapproval of Lelouch.

“What do you mean you owe it all to me?”

“What was it you said to me the night before last...oh yes...‘Would you even know if a pony used to be Britannian without him telling you’.”

“So rather than take my advice, you twist it around and make things even worse.”

“Only worse for Britannia, but it’s a small victory for the Black Knights. It’ll bide my forces time to prepare for the battle to come. At the very least, Cornelia will think twice about taking in strays and thereby keeping her forces from growing.”

“You’re hopeless.” The winged stallion snorted. “This fighting will end sooner or later on its own but not if you...”

Lelouch pointed at the winged stallion and said loudly, “if there was any validity to your words, my trap wouldn’t have worked, and the Viceroy would accept anyone from outside the settlement with open arms! The fact that the Britannians are at each other’s throats and fighting among themselves is testimony against your philosophy.”

“Only because Cornelia’s just like you.” The winged stallion flew away disappointed that he wasn't able to sway these prodigal ponies.

“Lelouch, who is he?” C.C. asked.

“Just some idealistic fool that crossed my path while I was getting our first batch of recruits,” said Lelouch. "Forget about him. We have more urgent matters to tend to.”


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It was a long day for Rivalz. First, he was dragged out of his dorm before the sun even rose and ordered to help clear debris, and then he got caught in that fight with the Eleven terrorists that broke out. His strides were uneven from pushing himself too hard. When he was sure the dorm leader wasn’t watching, Rivalz hobbled through the hallways until he came to room 2010 and knocked.

“It’s me, Rivalz. Can I come in?” He asked.

The door shook for a moment and then cracked open. A female mundane pony with a strawberry blonde mane and chartreuse coat answered the door. “You shouldn’t have come. If Mrs. Gottfried catches you ing the girl’s dorm...”

“Don’t worry Shirley,” said Rivalz, “I checked for her before sneaking in.” Rivalz stood up on his hind legs and looked over Shirley. “Is Milly okay?”

“I am,” Milly called out from inside the room. “Shirley, let Rivalz in. I wouldn’t want him getting caught out in the hallway.” Shirley did as Milly requested. Rivalz was a bit relieved to see Milly lying on the couch despite the look of melancholy on her face. Milly may have been depressed, but at least she was still alive.

“How are you feeling, Chief?” Rivalz asked Milly.

“A little better,” she said. “And how was your day?”

“Nothing happened really. It was boring in fact,” Rivalz lied.

“So, you weren’t there when the terrorists tried sneaking into the settlement?” Shirley asked.

“Terrorists!” Milly gasped.

“You didn’t hear-terrorists were posing as soldiers and trying get inside. There was a huge fight that broke out when they were caught.”

“Maybe I can get my grandfather to pull some strings and get you a safer assignment.”

“No way!” Rivalz objected. “I’m seriously considering a career in the military. It would look bad if I...” Rivalz stopped to glance around when he realized something was out of place. “Hey, where’s Nina? I can’t believe she’s so self-centered to run out on you.”

“Don’t be so hard on her,” Shirley said defensively. “The Viceroy ordered her to the palace.”

“Did you said the Viceroy wanted to see Nina? This isn’t about the table and those pictures of Princess Euphemia, is it?”

Shirley shook her head. “I hope that isn’t the reason...for her sake.”


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It was the tenth day after the night of the transformation and late in the afternoon. Yoshida was on a rooftop watching the Tokyo Settlement for any sign of Britannian forces while Tamaki held the pair of binoculars in his mouth.

Tamaki dropped the binoculars. “Hey,” said Yoshida, “what did you do that for?”

“I’m tired of holding those binoculars,” Tamaki replied. “It’s only fair to take turns.”

“No way! It’s got your slobber all over it.”

“Man this sucks. I’ve been on this roof with you and Sugiyama for the last two days holding your stupid binoculars.”

“Shut up and do your job,” Yoshida ordered. “Zero said Cornelia could come out at any moment and in full force.”

“I’ll do it today, but you’re holding the damn binoculars tomorrow. And I’m cleaning them so you won’t have an excuse not to.” Tamaki huffed, retrieved the binoculars, and held them for Yoshida.

For Kento Sugiyama, this wasn’t a problem. As an airborne winged type, his forelegs were free to take hold of the binoculars pressed between his fetlocks. He was watching from the air, but only about thirty feet above the rooftop as he was a bit nervous about flying, even after the days of training under Kallen. Then he saw something that caused him to drop his binoculars.

“Hey watch it up there,” Yoshida yelled.

Sugiyama pointed to the side. “Look over there.”

“Tamaki! Keep the binoculars flushed to my eyes! Move it as my head move!”

“Oooh dot eed do ell (You don’t need to yell),” Tamaki mumbled. He adjusted the binoculars as Yoshida scanned the area.

“No way!” Yoshida jumped back a bit. “That can’t be happening.”

“Uut? Uut ant ee appantind? (What? What can’t be happening?)” Tamaki pleaded for answers.

“You know the plan, Tamaki. Now turn around.” Once Tamaki was facing in the opposite direction, Yoshida tossed a small blanket over his horn and pulled back until only the front could be seen.

Tamaki spat the binoculars out of his mouth. “You guys gotta tell me what’s going on so I know what to tell Zero.”

“A Knightmare,” Sugiyama said as he landed. “The Britannians have a working Knightmare.”

“You got to be kidding me!”

“Relax, it’s just one Knightmare Frame.”

“That’s one working Knighmare more than we got.” Tamaki’s horn lit up and went back dim in quick flashes and in one to two second blinks.


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Lelouch translated the Morse code message Tamaki sent him and jotted down the results on paper. He still hasn’t quite mastered his telekinesis. It took his full attention just to make the words legible. Lelouch read over the message and shook his head.

“You must be feeling the heat to overplay your hand, Cornelia,” Lelouch gloated. C.C. peered over Lelouch’s shoulder.

“A Knightmare Frame?!?” She said in a bewildered tone. “I thought those stopped working.”

“Only the ones with sakuradite components,” Lelouch answered. “I’m betting it’s the Ganymede model from Ashford Academy. It uses a chemical battery for a power source. It won’t have the range and mobility of one powered by sakuradite.”

“But still, she does have a huge advantage over you.”

“She would have if she kept the Ganymede inside the settlement. This is actually to *my* advantage.”

“I see,” said C.C. “No, actually I don’t,” she corrected herself.

“You'll understand soon enough,” Lelouch replied with a devilish grin on his face.


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The Japanese living in the Shinjuku Ghetto gathered on the decrepit, cracked sidewalks and watched with trepidation as a 25-foot tall Ganymede Knightmare Frame led the way for hundreds of ponies marching in a column of five. The soldiers on the perimeter of the formation each had a shield tied to their backs. The ones in the center of the formation carried spears in their mouths. The center of the formation did not form perfect rows but, rather, the second and fourth column was one-half a pony’s body length ahead of the first, third, and fifth columns. Two ponies in the adjacent columns rested the one end of their spears on the pony in the middle one and the other end on a pony in the outer columns The ponies in the third column, in kind, rested the ends of their spears on the ponies in the second and forth columns. The overlap kept the ponies from impaling each other. In the very middle of the formation were winged ponies. They were armed with knives carried in their mouths instead of spears and shields. All of the Britannian ponies wore armbands that bore the crest of the lion and the serpent, the symbol of the Holy Britannian Empire, torn from their uniforms and taped to the armbands. The bystanders whispered among themselves.

"How did the Britannians get their technology working?"

"Are they going to re-establish rule?"

"The Black Knights are going to get it now."

"And after the Britannians are done with them, we’re next."

The elder ponies from the meeting waited in the middle of the street for the battalion, which were two blocks away. Yamato, the unofficial leader of Shinjuku, stepped forward and called out to the Britannians.

“Welcome to Shinjuku,” Yamato yelled out. “We wish to speak with whoever is in charge.” The Ganymede held out its hand with its palm facing the battalion. The soldiers came to a halt. Cornelia dismounted her Knightmare Frame and descended to the street below.

“I am Viceroy Cornelia le Britannia, second princess of the Britannian Imperial Family. Who might you be?”

“You sound exactly the same as on television, your highness,” said Yamato who was making a subtle hint that he acknowledged the identity of the horned mare. “I am Yamato Masayoshi. I’m the elder of this ghetto. How may I be of service to you, your highness?”

“Heh,” Cornelia grunted, “if you were only half as accommodating as you are now, Tokyo wouldn’t have a problem with terrorism.

“That’s not fair,” an elderly horned mare spoke out. “Yamato has done everything in his power to keep...”

“Please Tochigi,” Yamato interrupted his colleague, “let’s not fight each ourselves." He turned his attention back to Cornelia. "As I was saying in a meeting a few days ago, it’s not an overstatement to say that civilization has fallen. Centuries of progress erased in one night. We should be working together, not fighting.”

Cornelia looked away from Yamato. “Work together?” She scowled.

“Why yes, our people can work together. This can be the start of a new era of cooperation between the Holy Britannian Empire and our people. Together we can...,”

Cornelia charged Yamato head first. Her horn pressed against the elderly stallion’s neck.

“How dare you speak as though we’re equals!” Cornelia sneered.

Yamato tilted his head back. The muscles in his legs tensed up and trembled as he tried to keep from pressing against the melee weapon attached to Cornelia’s forehead. “Please, your highness, reconsider.” Yamato pleaded.

“The Britannian Empire doesn’t make alliances with beaten dogs. You understand, Eleven?”

“Yes, your highness, I understand.”

“Don’t ever forget your place, Eleven.” Cornelia brushed her horn across Yamato’s neck. The elderly Japanese ponies rushed to Yamato’s side. He had a shallow cut along this left jaw, which sprinkled the ground with drops of blood.

“Leave him alone.” It was the winged stallion who comforted Lelouch and Yamato at the meeting. He stepped between them and stared down the viceroy.

“Another Eleven that doesn’t know his place,”

“I’m not an Eleven, and you’re no Britannian. You stopped being one when you were turned into a pony.”

“I don’t have time for this.” She looked behind her at the front row of soldiers. “You three, beat some sense into this buffoon,” Cornelia ordered.

“Yes, my lord,” the soldiers said in unison. One flew over head and swooped down on the blue stallion while two others rushed him. He sidestepped the attack from above and slapped the soldier on the back of his neck with his wing. The blow momentarily stunned the soldier. He lost control and crashed. The winged stallion spun around kick on one soldier as he was turning and back kicked the other. More soldiers broke formation and charged the winged stallion. Realizing the odds were against him, he leaped into the air and took flight, but two winged Britannians grabbed hold, weighed him down, and forced him to land. Once the winged stallion was on the ground, the Britannians huddled around and pummeled the knave that dared to disrespect the crown. Droplets of blood flew with each blow.

Suddenly, a rock flew just over their heads. They halted their brutal attack and scanned the area. Then, out of nowhere, another rock flew and made its mark catching one Britannian between the eyes. Then another rock was thrown from the opposite direction of the first, and another Britannian soldier was struck down in the back of the head. An omni-directional salvo of rocks battered the soldiers forcing them away from the winged stallion.

“Viceroy Cornelia,” Lelouch called out further down the street, “so this is the true colors of the Britannian crown-common street thuggery.”

“Zero,” Cornelia growled, “so you finally came out of hiding, coward.”

“So says the woman that needs an army to rough up a solitary man,” Lelouch retorted.

A rock then zipped within inches of Cornelia. Darlton immediately came to his majesty’s aid and flew her back to the cockpit. When they made it to the top of the Ganymede, Cornelia caught site of Zero ducking into an alley

“Squads 11 and 15,” Cornelia ordered, “encircle Zero. Platoons 2 and 4, ransack the buildings. Kill whoever is inside.” Meanwhile, the winged stallion staggered away with one of the ghetto elders helping him to vacate the battlefield.

“Mi lady,” Darlton said with a caution tone in his voice, “this could be a trap.”

“I know, but I’m counting on the Ganymede as my trump card. Even Zero couldn’t have known that we had a working Knightmare Frame.”

“Permit me to stay by your side, mi lady. These old Frames don’t have an ejection system.”

Cornelia nodded. “It’s a tight fit. Just be careful to not get in the way.”


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Kallen and a contingency of horned recruits were on the fourth floor waiting for Zero to make his move. She wore an armband around her left foreleg, which held in place the knife she kept hidden in her handbag when attending Ashford Academy. The recruits also wore armbands with the symbol of the Black Knights, the Geass symbol with a sword pointing downward in the middle, on it.

“What the hell is going on out there?” Akito asked with an impatient tone in his voice. “Can I look?”

“No,” said Kallen, "we can’t risk being discovered.” About a minute later, Kallen caught sight of Lelouch saving the life of some winged pony the Britannians were brutally beating. “Okay now,” she ordered.

The recruits followed Zero’s instructions. They concentrated on moving some rocks piled on the first floor window ledges of the building on the other side of the street. A minute later, some of the Britannians split off from the main formation.

“Okay, everyone, back away from the wall and get ready to set off the fragmentation devices on my mark,” Kallen ordered.


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The sound of stampeding ponies was heading towards Lelouch from the front and the back. Not quite what he had planned, but nothing that he couldn’t compensate for. Lelouch galloped beneath a fire escape. Just above him was a retractable ladder. Lelouch pulled a latch holding the bottom fire escape ladder and slowly eased the ladder down with telekinesis. The ladder was slanted at an angle which allowed Lelouch to climb up the fire escape even in pony form. He then levitated it back into place before ducking into the building to wait for the Britannians to “surround” him.

When the Britannians piled into the alley from both sides in an attempt to corner him, Lelouch galloped into one of the bathrooms. Inside the dilapidated room was old plumping exposed from the deterioration of the interior wall. Lelouch levitated a corroded pipe lying on the floor and struck the plumbing repeatedly.


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In the depths of the subway system, Ohgi and two horned Black Knights stood in wait for Zero’s plan to be set into motion. One of the recruits acted as a light source. The other recruit was Kamio Misuzu, the horned mare who sewed the dress during orientation. The subterranean passageway was completely silence except for the pounding of two hearts from two nerve-wrecked recruits. They kept a vigil over the stockpile of unexploded ordnance. A mound of missile war heads, explosive artillery rounds, blocks of C-4, and a few tanks of welding gas were wired to a trigger mechanism. Suddenly, the calm was broken by a metallic noise traveling along exposed pipes leading to the surface.

“Everyone, get to the curve in the tunnel,” Ohgi ordered. He and the recruits galloped hastily to the turn in the subway tunnel. “Now, concentrate on the trigger mechanism-just like we trained you to.”

Misuzu peered around the curve. She pointed her horn at the detonator.

“Don’t forget, once it’s triggered, you have ten seconds to get back to safety.”

Misuzu snorted at Ohgi. “Let me concentrate, will you,” she snapped. She directed her focus back to the detonator. A second later, the detonator had the same aura as Misuzu’s horn. The trigger mechanism was pressed, and a red light on the detonator activated. Misuzu hastened around the corner. “Ten, nine, eight,” she counted as she was turning the corner, “seven, si...”. Before Misuzu could finish counting, the explosives went off. The concussion wave was just enough to jar her off her hooves.


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Britannian ponies ransacked the abandoned buildings in search for the phantom assailants. A young horned mare saluted an older mundane stallion with a peach-colored beard that matched his mane. “Have you find anything yet, corporal?” The older pony asked.

“Not yet, sir,” the younger horned mare replied.

“What do you mean ‘not yet’?” The older stallion said in a scornful, gruff voice. “There had to been an entire platoon hurling rocks at us. Keep look...”

The old officer never had a chance to finish his command. The floor under their hooves erupted. The force shattered every bone in every pony’s body and buried their broken corpses under the ruins of the collapsing building.


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Lelouch darted left and right dodging falling debris. The alley where he lead the two squads of Britannians and the building that they ransacked were demolished from beneath by well-placed, improvised explosive devices in the subway tunnels. It wasn’t much of a loss for the Black Knights. There were plenty of tunnels left over and now that Old Tokyo is under their control, they weren't so reliant on them.


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The room trembled from the force of the blast and from the toppling building on the other side of the street. A fog of pulverized concrete billowed from the ruins and expanded in all directions. “Now everyone,” Kallen ordered, “get under cover.” The recruits cowered behind flipped over desks lining the back wall. Kallen watched anxiously for their next targets. Just out the window were the Britannians with wings. From her narrow view, Kallen could see about six of them in the hazy mist. She made a rough estimate of about one hundred to one hundred and fifty airborne Britannians. She hesitated wondering if she should wait for more of them to fly up when a Britannian beside the window glanced over and caught sight of the Black Knights hiding in the upper floors.

“The enemy’s in this building,” the Britannian who spotted them called out.

“Team one, go!” Kallen yelled. Half of the horned Black Knights levitated glass jars lining the floor through the windows-glass jars filled with nails and with a wire running to detonators on top of the lids. “Now team two, do your part.” The other horned Black Knights activated their powers and push the detonators. Once again, the Shinjuku Ghetto was rocked by explosions, but this time, the blast came from above, and, in its wake, was a hailstorm of nails flying in all directions. They embedded themselves into flesh and bone. All of the winged Britannians that were in the blast radius fell to the earth; their bodies torn apart before they even hit the ground. The nail bombs caused casualties in the ranks of the Britannian ground forces as well, either by being fragged by the explosives or by falling Britannian winged-types. The ground was oily and black from the spilled blood.

Kallen ran into the hallway. There, waiting for her, were dozens of winged Black Knights. Various knives lay next to their hooves. “Team three, follow my lead,” Kallen ordered. She pulled out her knife and flew into battle. The other Black Knights picked up their blades and followed her out the window.

Kallen flew up over the rooftops of the buildings and scrutinized the battlefield. To her left were Princess Cornelia and her Ganymede Knightmare. To her right was the bulk of the remaining winged Britannians.

Kallen pointed to the right. “Finish off the remaining air forces.”

“What about you?” One of the recruits asked.

“I have something important I have to take care of,” she answered. The recruits un-enthusiastically flew straight at the aloft Britannians as Kallen went in the opposite direction.


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This can’t be happening! How could I be so naïve as to not expect this to happen! Cornelia expected Zero to show up with additional forces taken from the populace, but she never expected him to set up this booby trap for her. How could I be such a fool! No matter, I still have a working Knightmare, and he doesn’t. Cornelia then saw a group of mundane and horned-types with spears tied to their bodies coming at the right and left flanks of their formation. The Black Knights were attempting a pincer move.

“Get in formation,” Cornelia’s voice boomed from the Ganymede’s loudspeaker, “and draw your weapons.”

The panic that overshadowed Cornelia’s forces faded away with the sound of her voice. Once they got their bearings, Britannian ground forces arranged their formation into a crude phalanx. The Britannians in front untied the shields that were strapped on the backs of their neighbor and took hold of them. The hodgepodge of shields, from modern police riot shields to those from ancient Greece, overlapped into a barrier protecting the formation. The ponies in the center of the formation threaded their spears, which were as anachronistic and varied as the shields, through bindings wrapped around the bodies of the ponies in front of them and tightened the ropes around them.
The Britannians lining the perimeter of the phalanx halted the advancing Black Knights. Only one Black Knight on the right of the Britannians’ formation navigated around the wall of shields and impaled the target. The rest had their spears lodged out of place or broken. The Britannians’ shield bearers stood aside for the spear bearers to strike at the Black Knights before disappearing back into the formation. The perimeter of the phalanx was littered with dead Black Knights.


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“Don’t just stand there!” Inoue screamed at a scared recruit that was frozen in mid-air in front of an unarmed winged Britannian while holding her knife between her hooves. “Stab him!”

The Britannian kicked the recruit and snatched up her blade in mid-air and then flew up and ran it across the recruit’s abdomen. She fainted from the loss of blood and plummeted to the ground.

Dammit! Where the hell did Kallen go! Inoue was fuming that Kallen abdicated her duties and left her to lead the recruits in the ensuring air battle, one that they were losing.

Inoue rushed the Britannian before he could turn around and stabbed him in the back. Even though the fragmentation bombs killed most of the winged Britannians, the few that were left were holding their own. The recruits have never been in combat before. Even the ones not afraid to die were afraid to kill. Inoue caught sight of another catatonic recruit and a Britannian closing in on him. Before the Britannian could land a killing blow, Kento Sugiyama sideswiped the Britannian. The collision knocked the knife out of the Britannian’s mouth.

“Pay attention, dumbass!” He yelled. The Britannian who Sugiyama tackled came from below and rammed the Black Knight in the stomach with his fore hooves. Sugiyama gasped for air as the wind was knocked out of him. Seeing the Britannian coming in for another pass out of the corner of his eye, Sugiyama pushed the pain aside and dodged before the enemy could strike another blow. The Britannian looped around only this time, attacking Sugiyama from above grabbing him by the waist and letting gravity do the rest. The weight was too much for Sugiyama's wings to support. They were both losing altitude.

Inoue rushed to help Sugiyama, but another Britannian soldier rammed her and knocked Inoue’s knife out of her mouth. The Britannian was about to stab Inoue when an aura enveloped his knife and yanked it around. The Britannian and the unseen force fought for control over the knife. In the confusion, Inoue kicked the Britannian in the head and knocked him unconscious. The stunned Britannian fell to his death. Inoue looked down and saw horned recruits on the rooftops providing support for their fellow Black Knights.

Meanwhile, Sugiyama was still struggling with his opponent. “Don’t just stand there!” Sugiyama cried out to the dumbstruck recruit. “Help me!” The recruit snapped out of his daze and out of reflex, plugged his knife into the Britannian’s throat. The Britannian let go and plummeted to the ground.

A fire ignited into the recruit’s eyes. He had tasted blood, both figuratively and literally, and now that society’s psychological conditioning against taking life was broken, the recruit rushed into combat and attacked the nearest Britannian. It wasn’t long before the remaining winged recruits gained their killer instinct. They, along with the horned Black Knights who have mastered their telekinetic abilities, were shifting the tide of the air battle.


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A steel girder swung by the Ganymede’s enormous metallic arms struck a Black Knight. Her broken body tumbled through the air and skipped along the ground. The Ganymede sped pass four fleeing recruits and doubled back. This time, the steel girder mashed them into the ground. A sickening squishing noise and the snapping of bones accompanied the sound of the beam reverberating. What was left of the unfortunate recruits laid in a pool of blood. Cornelia caught sight of two more Black Knight fleeing into a building. The Ganymede pulled over beside it. Granite and steel reinforcement flew as Cornelia kicked the side of the building until it collapsed and buried the Black Knights hiding inside. The Ganymede was covered in dust from the crumbled remains. Suddenly, Cornelia and her wing man Darlton was buzzed by a red and green streak. The pony at almost clipped Cornelia was Kallen.

Cornelia recognized her from the night of the transformation. “It’s the one that kept us from capturing Zero. If you haven’t interfered,” Cornelia spat, “we wouldn’t be in this mess.”

“I’ll take that as a compliment, you pampered princess,” Kallen taunted Cornelia. She put her knife back into her mouth and made another pass at Cornelia, but the Ganymede blocked the attack. Kallen couldn’t get a clear shot at Cornelia and had to pull out of her dive or else risk slamming into the Ganymede’s colossal forearms.

“Darlton, take care of this pest” the Viceroy commanded.

“But mi lady,” Darlton objected, “you don’t have an ejection system.”

“I’ll be fine, now do as you’re told.”

“Yes, your majesty,” Darlton said reluctantly. He flew straight up at Kallen. She dodged Darlton’s attack and grazed him on the shoulder. Kallen made another pass to finish him off, but then Darlton launched off the Ganymede’s shoulder. The added boost caused Kallen to miscalculate her strike and overshoot her target. The near miss was enough for Darlton to capitalize on. He bit Kallen’s tail and shifted his weight in mid-flight. Kallen’s momentum was redirected causing her to crash into the Ganymede’s torso. The collision was disorienting for Kallen. She fought to regain control and stop her death spiral, but it was only enough to make a controlled crash.

“Once I’m finished dealing with you, your master Zero is next,” Cornelia gloated. She lifted the bloodstained girder when Kallen levitated off the ground and into an alley. “What the hell happened? How did she recover that fast? And how was she able to fly without moving her wings?”

“It could be another trap,” Darlton warned as he landed in the cockpit.

“My thoughts exactly,” said Cornelia. The Ganymede drove further up the street away from Kallen’s last whereabouts. “We’ll just sidestep Zero’s trap,” she said as the Ganymede hung a right on the intersection and made another right turn, “and cut him and his bodyguard off at the pass.” As they made the second right, Lelouch was a half-block away with Kallen, battered from her crash landing but otherwise okay. Lelouch’s horn glowed with the same hue as the pair of improvised explosives hovered in front of them.

“What the hell!” Cornelia blurted out in the shock of seeing Lelouch's telekinesis in action. Before she has a chance to stop, the pair of explosives went off right next to the Ganymede’s knees. The force bent the Ganymede’s legs outward. The joints held up for a fraction of a second before breaking from the force of the shockwave. Darlton wrapped his forelegs around Cornelia’s shoulders and flew her away from the collapsing Knightmare.


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Darlton flew Cornelia back to the formation. To Cornelia’s dismay, the phalanx was coming apart. The Black Knights had complete air dominance. There were almost no Britannian wing-types left to defend Cornelia's ground troops. The winged Black Knights periodically swoop down and grabbed whatever heavy object that was at hand and dropped them on the Britannians' position. She caught sight of Zero in the distance directing the mundane and horned ponies with spears. They formed a V-formation and charged at the break in the formation. The phalanx was proving to be a death sentence. The Britannians facing the charging Black Knights struggled to move out of the way, but they were pressing against row upon row of ponies who were also being accosted by Black Knights holding them in check. The Black Knights’ spear bearers hit their mark and impaling over a dozen Britannian soldiers in the initial strike.

Another wave of spear bearers drove a wedge through the phalanx. The attacking Black Knights skewered all the Britannians in their way as they made a path through the phalanx dividing the Britannian formation in half. The remaining spear bearers charged the Britannians, who were now in a state of panic. In a few minutes, half of the Britannian ground forces and almost all of their flyers that survived the explosions were dead.

Cornelia ran through the battlefield dodging the dead bodies covering the ground while Darlton flew alongside her to a fallen standard. They hoisted the flagpole and waved it around-three flaps to the left and three to the right. The bruised, bloodied, and beaten Britannians knew it was the signal to fall back and make a strategic retreat.

The Black Knights cheered at the sight of the Britannians running back to the Settlements. For them, it was a message to Cornelia-the Britannian Empire’s rule was over and that the Japanese would no longer cower before them.


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I hope you enjoyed chapter 3 of Rebel Against the Night. Some notes for the story

1). If you notice, the pony races are not called by their proper name. The myth of the unicorn and Pegasus doesn’t exist in the Code Geass world for this story. Someone will probably find a reference to either unicorns or Pegasus in Code Geass or mention that Greek mythology exists in the Code Geass Earth. For this fan fic, they don’t. I wanted the characters to be completely unfamiliar with what they have become.

2). If anyone wants to know what a ponified Cornelia looks like. Take a picture of Rarity, change Rarity’s hair color to match Cornelia’s, and replace the three diamond cutie marks with a dagger.

3). It may be a while before I can get back this story. I have a few other fan fics that I’ve been putting off that have to be taken care of. Also, I have to plan out the next battle that will take place.