• Published 28th Mar 2018
  • 2,463 Views, 90 Comments

Off The Grid - MajorPaleFace



Commander John Maxon unexpectedly arrives in orbit above Equestria after a 90 year interstellar journey to Proxima Centauri in Cryostasis. John must learn to survive and inspire in an strange new world.

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Shock Value

Are you coming?” The voice of his uncle was deep. The only thing to be heard on the otherwise quiet summer day.

“Yes,” the 4-year-old replied.

He hurriedly pulled oversized work boots over his small feet, they ended at his knees and allowed plenty of space between each leg and the boot. The shade of the medium sized barn provided little relief from the sweltering heat of the world outside. It was a newly built storage shed for one of the farms automated harvesters. The cavernous wooden structure seemed huge to the child, who gazed around tentatively.

He scrambled to his feet. Crossing the muddy ground to his uncles’ side, the rough skin of his hand tousled the boy’s short brown hair. He looked up at the broad smile – backed by the harsh midday sun and his hand shot out to shield his sensitive eyes.

“Come along boy, your dad’s a' waiting.”

Massive paths separated the golden fields of soybeans that stretched as far as his eyes could see. The Maxon boys walked in silence, both enjoying the calm of the day. Unbeknownst to the younger of the two, days like today would become few and far between.

His already keen eyesight caught the movement before he could appropriately react, the slim sense of pride was quashed as his father burst from the long stalks on his left and pointed his index finger at him with his thumb pointing skyward.

“Bang.” His voice was level. Quiet and yet loud at the same time.

The boy wanted to argue the unfairness of the pretend ambush but knew it was futile. He knew his family’s bloodline allowed no weakness, no quarter. His dad’s rather plain-featured face didn’t give anything away, his dark brown eyes simply bore into the boys expectantly.

He felt a chill despite the forty-degree heat. He hoped the look he returned displayed that he’d never forget this experience – that next time he’d be ready. His father’s expression softened slightly. His father pivoted to continue walking and the three Maxson’s moved east toward their automated harvesters.

Everything turned dark, like the flame of the only light source was doused in water. His father looked at him and burst into ash screaming. “You need to wake up, John!”

* * *

His eyes snapped open. The room he was in was featureless and dark. A slim line of pale light filtered through from outside, canvas flapped and a fire crackled. He hurt. His head, his arms and legs – a terribly uncomfortable ache spread across his lower back and ribs. Damaged bones and muscles always had a particular pain.
He slowly rotated on the paper-thin floor mat of a bedroll he lay on, pain and a slight dizzying feeling caused him to inhale sharply, sending searing agony through his chest and down the sides of his spine.

His lungs screamed for oxygen, but he resisted as he knew the action would cause him more pain. Slowly, he positioned himself so as to be sitting upright with his long legs stretched across the dusty floor.

His bodysuit had been cut at the waist, his legs in black while the rest of him sported bandages.
Carefully he tried to rise, he felt his head swell with blood, he stumbled and caught himself mid-stumble with an outstretched hand.

He fought the urge to cough and groan, instead, he doubled his efforts to stand up. After a few minutes of slowly testing each part of his body’s responsiveness, he moved toward the slim beam of light.



Peering through what could only be tent flaps revealed a full moon held low in the sky over a pristine mountain range. He sauntered out of the tent like an arthritic old woman. He felt groggy. His vision blurred slightly as he reached a fire, grasping a nearby flagpole to stabilise himself.

“Thou should not be awake.”

His eyesight focused on a sitting princess Luna. She looked both cross and concerned, John felt nausea and stumbled toward the heat of the fire.

“Cold,” the mumbled word was barely legible and he realised with striking clarity how close he’d probably been. He slumped down close to the fire. The warmth hardly pierced his freezing flesh.


She moved over to him. His eyes watered as he stared into the embers, Luna sat close enough to be touching him. His thin bandages and bare skin did little against the frigid air and Luna felt like a heater.

He felt no shame in leaning into her soft fur, something light tickled down his back and across his shoulders, he spied a dark blue wing to his left. They sat in silence for some time, Johns shivering subsided and he felt a little better.

“How long?” He asked a little croakily.

“Nine nights. You were clinically dead. One of our skilled apothecaries brought you back.

He felt the look he was getting aimed at the top of his head, he cared not. Nearby a pair of royal guard with dark cloaks over their armour trotted past on patrol.

“Where are we?”

“Camp Saddle Pad. Equestrias forward most base of operations. Much has happened while you were napping.”

A chill breeze made him shiver, he felt like a child again. He hated that, “my armour?”

She paused. “Can thou walk?”

He huffed, “yeah.”

He struggled to stand, the large equestrian bit his waistline and hoisted him up by the trousers, veritably giving him a wedgie.

“Gahhh,” he complained, he sneered sarcastically at her as she stifled a smile.

Her magic enveloped the flagpole he once again held, a phantom staff split from the pole along with Johns' hand, before becoming solid, leaving him holding a makeshift crutch. Immediately he leaned on it, using it to follow Luna.

She looked as pristine as ever. She wore a large black cloak, it held the dim moonlight and reflected back a million tiny pinpricks.

He shuffled alongside her. Johns eyesight not as sharp as it usually was in the darkness. They passed endless tents atop the semi-frozen ground, the air was very cold but there wasn’t any snowfall. Multiple guard patrols were making their rounds, they acknowledged them with small head bows.



He felt fatigued already and he’d barely been up for more than a few minutes, this is what getting old must have felt like. His kidneys ached. Every shuddering step sent pain shooting up his abdomen. He pressed a hand into his stomach and walked a little stooped.

Eventually, they reached a tall tent. taller than those around it, it sat on a small rise in the mud. Luna brushed a long flap aside and held it back, she looked at him expectantly.

He ambled past, spying some furniture among the myriad of shapes occupying the interior of the tent. The relief from the small of his back and frontal abdomen was immediate as he sat, he sighed and massaged his spine. He let the staff drop to the floor.

The Princess quietly stepped in behind him and moved to one of the fabric walls. Her magic flared blue and a small sconce that hung from the ceiling began glowing a soft orange



There was a workbench with the boxes he had taken with him during his initial visit to Canterlot, a small table with a second chair and a little pit held the stark figure of his power armour. Much of the exoskeleton was intact, with fairly moderate damage to some of the armoured plate. Dirt and grime covered it from boot to helm.

It had big gouges across a lot of it, including a dent in the helmet the size of a grapefruit, spiderweb cracks had spread across the bulletproof eye slits. It was scorched and plastered with mud, many holes had been punched into the torso, the dried remains of biofoam and blood making him swallow thickly.

He leaned forward, resting his head on his clasped hands, “fuck.”

Princess Luna snorted, “language!” It was said quietly, seemingly instinctively.

She pranced slowly around and behind the suit, lighting another sconce, “I had to teleport you from inside the suit as we couldn’t risk hurting you if we cut it open.”



She neared him, her head angled at the neck to make eye contact, finally, her advance was halted fairly close to him, her eyes searching his for something.

“We feared we’d lost you, John.”

There was a short silence, before he looked at her face, “not yet.”

He sat up straight to further the distance between them, “pass me that case, the white one.”

Her eyes were fixated with his, outside the wind rustled the tent walls. The small case he was after held medical items, steroids, Stimpaks, morphine, antibiotics and antirads. He’d need to dose up on most of them for the next few days he suspected.

She broke off eye contact to fetch the case, her cloaked form barely visible. She picked out the case, dropping it at his feet after walking back over.

He grimaced as he pulled it up to rest on his knees. Inside were dozens of injectors, inhalers, syringes and IV’s. He picked out a selection, resting them in the pit of his groin where his legs were pressed together.

His left arm was bare, “where’s my pip boy?” He waggled his left arm for emphasis.

She looked around the room with a frown, “still inside your armour we suppose. You were not equipped with it when we teleported you.”



He nodded, closing the case with a click, before tossing it across the tent at his armour where it clattered amongst the others. “I suppose you’ll want to debrief me?” He asked.

She looked coy, “thou mean interrogate?”

“No,” he injected an antibiotic cocktail under the skin of his stomach, “ouch.”

The injector was hurled at his amour also. Next, a cannula was gently injected into a vein he could just make out on his left arm between the bandages. He injected a Stimpak into his other arm, Luna watched on, clearly very curious.

He took a saline IV. It had some script on it which he glossed over, it would help to promote healing and also keep him hydrated. He took out a small painkiller mix and injected that first, he then flushed the cannula with a second small saline injector, it caused him to smell chemicals, a weird biproduct of the saline. The cannula had a little white screw which he could affix the different injectors or an IV line.

He had three six-hour bags, he shakily rose to his feet with a bag clutched in a hand, he used the hook and slowly placed it over the Princess’s horn. It sank a couple of spirals along her horn’s length, before sagging. She looked seriously unimpressed but didn’t complain.

He then sat back down and smiled wearily up at her, “now we just need to wait six hours and you can get back to what you were doing.”

Her eyes rolled, “Nay. Unfortunately, we are kept busy,” the bag levitated off and was hung on a tent support pole.

“Lieutenant Midnight wanted to see you as soon as you were conscious, I shall direct her here and she can help you with anything you need. For now, you need to rest. I shall be back later for a ‘debrief.’

She exited the tent without another word, John felt exhausted. He wondered if he’d suffered radiation damage. He didn’t feel like moving and so allowed his eyes to flutter closed.



A few seconds seemed to pass. A rustling from behind disturbing him caused John to leap from his chair and spin around, dulled pain catching up with him. He felt his eyes flicker at the unnecessary manoeuvre. A single Thestral stood just inside the tent, a new set of silver-grey armour just visible underneath a light brown cloak, with a hood covering much of the pony’s face.

“Identify,” he asked reflexively, he grasped at a sidearm that wasn’t there.

The lunar guard came at him fast, Johns' eyes widened at the unsuspecting attack, he stumbled and fell backwards – kicking the chair at the pony to slow it down, his IV line trailed along with him. A horn emerged from the hood and levitated a long thin blade in sickly green magic.

“John?!” The voice came from outside as another Thestral dressed almost identically entered, the new arrival froze at the scene, John lay on his back with the Changeling infiltrator stuck between them both.

“Changeling!” It was the Lieutenants voice, her wings tore through her cloak, each sporting deadly wing-blades.

She leapt at the imposter in a whirling spiral, her wings funnelling her at the would-be assassin. The imitation bat-pony was now a ghastly hybrid between the two species, looking much like a hole-ridden Thestral with bat wings and a decayed horn. Its teeth were sharp, crystalline fangs that oozed saliva, its eyes flashed from yellow cat-eyes to a double pupil in hues of greens and blacks.

The two crashed together, the Changeling moved with such raw speed and power that it had to be a commando. Midnight matched it for every ounce of strength, every fibre of reaction speed. She parried the daggers attempts to bisect her head from her neck with rapid-fire jabs from her winglets.

John scuttled away from the engagement on his elbows. Outside a commotion had begun, the light and shadows of torches shone through the material of the walls, making the abomination of a Thestral look even more demented and nightmarish.

Suddenly a large crack resounded within the tent from the deafening teleportation of Princess Luna. The Changeling snarled and tried to buck the night-time ruler, but was met without success as the much larger pony pressed forward, she struck with a front hoof as her pair of sabres telekinetically swished out from their sheaths.

The angry creature shrugged off the blow. Growling in frustration, it drew its false uniforms Thestral sabre and used it and another small dagger to hold off the two ferocious mares.

They parried blows and strikes with precision. Midnight dodged attacks outright while answering in a flurry of wing-blade jabs and slashes. The Changelings borrowed armour could take a lot, a slim break in its concentration allowed the lunar princess to sneak a rear leg through in a powerful kick which sent the Changeling down.

As John wrestled himself to his hands and knees, he got in amongst the pile of human-made boxes and cases, he didn’t have time to don his armour, which may not have been functioning anyway, instead, he collapsed into the stacked-up containers.

While he tore through them looking for a spare weapon, he kept one eye of the melee that was still ongoing with no clear victor in sight.

The Changeling had thrashed and wormed its way off the ground despite having Midnight and Luna bearing down on it.

Midnight screamed a war-cry as their fast-paced blade-play continued, a screech was her answer. John was up to his armpit in a box, it held power armour spares and ammo, as well as laser rifle components. If he couldn’t find a weapon, he’d bloody make one.

A magic blast lit up the tent, the force washed over John, he concentrated on his task. He had a barrel; he’d need to connect it to a focusing array and then a power source. It’d basically be a tube, some crystals and a little square part with the trigger assembly and the Microfusion Cell.

More shouts and the sounds of swords-on-swords, this time from Luna. John imagined her battering the Changeling with her curved sabres, aiming to end it. He’d seen both of the Equestrians fight; they wouldn’t be his first choice if he had to duel with a pony. These commandos were seriously tough.



More screeching and war-cries. John had what he needed, rotating again onto his back, he rapidly assembled the parts into a bare-bones death-dealer.

Midnight and Luna had scored a few hits, Luna struck for the neck – it brought up a foreleg which ate the blow, slicing most of the way through. It howled and danced backwards, practically bowling the Lieutenant over.

The blue princess pressed onward; her other sabre being repelled by the Changelings pair of assassin blades. Midnight sidestepped, using her rear legs she kicked the Changeling and sent it tumbling toward John, he sat up – his legs braced in a ‘V’ shape and fired from the hip. The first few shots peppered the ground, he held it at arm’s length and aimed centre-mass. He fired over and over, the dozen or so bolts pierced into the Changeling but didn’t exit, causing it to dance with the impacts and collapse like a stringless puppet.

Misty carbon-dioxide filled the tent, a by-product of firing laser weapons without their full assembly. Midnight descended on the downed Changeling, stabbing it angrily with shouts of frustration. Green blood spattered her armour, she stepped back once she’d had her fill, breathing heavily.

Major Kodiak burst into the tent along with a Unicorn, the flaps were held open with countless guards awaiting outside, torches and swords at the ready.

“Apologies Princess! Some kind of magical barrier was preventing us from entering, no matter how hard we tried.”

Luna wiped her swords on a dirty rag that lay near Johns armour, “tis quite alright Major, we handled it. Perform a sweep of the camp. Anti-Changeling spells lead the way. No more infiltrations tonight, if you please.”

She nodded, examining John as he sorted his IV line for a moment before exiting to shout orders at the guards outside. The unicorn had its horn lit and was scanning Midnight, and then the Princess and John. No one questioned it, “can’t be too safe, ma’am,” he explained.

“Indeed, we cannot afford another slip like that again,” she offered John a hoof, which he took, “are you alright?”

He stifled a groan as he rose, “I’ll live, thanks to Midnight – and you. I suppose now I owe you, Lieutenant, that’s twice you’ve saved my ass.”

Her scowl lessened to a frown, “buy a mare a beer and we’ll call it even,” she examined the grotesque hybrid more closely.

“Can they all change like that?” John motioned at the crossbreed.

Luna hummed, “we have never heard of a thing such as this. Tis like a blend of Thestral and Changeling. They usually only look like one species at a time, not a strange mix. We shall have our apothecaries back in Canterlot examine it. The Changelings rely on adaptation to thrive, after our recent victories over their horde, it would not surprise us to learn of some type of…” she searched for a word.

“Forced Evolution?” John offered.

She made a face as if she couldn’t think of anything better, “we suppose.”

She picked up the dead creature in her magic, suspending it next to her. Her horn charged and the tent suddenly became immaculate, all of the disturbed and blood-soaked earth became as fresh as a ploughed field. The boxes restacked themselves, the dirt from his armour even seemed to be blasted clean.

John was impressed, “nice,”

She smirked, “tis' not a grain of dust across the moon compared to our true power. If thou require anything, dispatch a messenger – we shall have you guarded at all times.”

His mirth fell from his face, “am I your prisoner?”

She smirked, “do you plan to escape?” She adopted a more serious tone, “for your safety of course.”

John didn’t say anything, instead opting to check out the remaining supply creates, he heard the Princess leave, she praised Midnight beforehand, “well done, Lieutenant.”



Resting in one corner lay a pale of water, Midnight approached it and began using a ladle to drink with, she took a rag and soaked it, she hung up her cloak and started cleaning the blood from her armour.

John found a small packet with clothes. Removing an OD-green T-shirt and a zipped jacket of the same colour. He got them on, favouring his right arm as his left hurt when he moved it too much.

Zipping up the jacket, he had the Thestrals attention as she dried her armour and fur with a cotton towel, “you’re not a prisoner.”

His mouth flickered with a smile, “I know.”

She nodded, “how’re you feeling?”

He tugged a box toward his armour, sitting on it he opened a smaller one, inside were MRE’s and other pre-packaged edibles that would never spoil. He plucked a random triangular package out, once opened he bit into a fairly nice tasting turkey sandwich.

He shrugged, “like shit,” he idly scratched the weeks’ worth of stubble. His hair grew fast and he sported a short beard.

“It suits you,” flicking her head, her eyes looking at his chin. She joined him in sitting on a crate.

He rummaged in his food pouch, looking for a vegetarian option. ‘Veggie Pattie,’ one read, he offered it to her.

“No meat.”

“Thanks,” they ate together, afterwards Midnight departed and returned to the line. Leaving John to begin patching up his armour.





‘First things first,’ he thought, he needed to set up a work station – luckily, he had a portable cradle with him. A flat wide box sat underneath several others, he shuffled toward it, dragging it back and opening it. Inside was a folded-up cradle, a steel frame about five meters tall and three in width. With hooks and support straps to hoist the armour up.

With difficulty, he set it up around his suit. Next, evaluation. He opened the suit and removed his pip-boy, leaving it aside, for now, he got the bucket and rag Midnight had been using and cleaned the inside of his armour.

It took about thirty minutes, he made sure it was as spotless as possible. As if some salty ass drill instructor was about to hop out of a box and chew him out. He exchanged damaged components for new ones, unsealing a toolbox and choosing carefully. Angle Grinder in hand, it was powered by Microfusion Cells, as was most of the Brotherhoods portable equipment. He began ironing out the dings and jagged holes, this would take some time.

* * *

Princess Luna stood in a dark green canvas tent. A shimmering magical barrier separated her from a gurney holding the infiltrator's body. She watched patiently as a pair of field surgeons dissected the abomination.

The wooden door which had been installed opened and in walked Major Kodiak. The two had only met on a few occasions before. The Majors record was fairly lengthy despite her age. The young officer had started her career in the Palace Guard, immediately attending Black Oak Military Academy after passing her Royal Guard training at the top of her class.

As a Thestral in a branch of the Royal Guard, she had turned some serious heads – those who believed it to be a pony-only military branch. She hadn’t spent much time in the eye of the public, however. Instead, she led combat missions for eight years across the outer edges of the territories.

She’d been awarded the Royal Legions Medal for acts of heroism during a training mission in Zebran, and a Celestial Star for saving the lives of an entire town after pre-emptively evacuating during a failed dam construction near Fillydelphia.

She was invited to join the night walkers, a nickname that Lunar Guards affectionately go by, which she accepted. Luna had been impressed with her so far – and her record spoke for itself.

“Ma’am?” She stood at ease, already the two mares felt comfortable around one another.

“Major,” she turned to face her, “I have a task for you.”

The dark mare waited patiently.

“Since our reinforcement, we are now designated as 1st Battalion, 10th Regiment. This entails we now have the means to project our forces over a much larger area. Camp Saddle Pad will become the main base of operations for the frontal engagements with the Changelings – our new objective will be to establish three forward field camps along the gorge and hold those positions in preparation for a potentially imminent attack.

“We know thou are experienced, which is why we feel your skill set would be better utilised on the frontline. We want you to organise platoons for scouting runs – find us the best spots and then hold those areas until construction teams arrive with more troops.

“Our intel suggests massive Changeling activity across the mountain range, we suspect they may be massing for an attack. If they hit us here, they will undoubtedly overrun us, so we want you to establish perimeter defensive positions.

“In the meantime, the nobles want more senior leadership out here to coordinate our efforts. While I am still very much in command, I’m afraid you shall no longer be the senior military mare.”

“Colonel Amethysts our commanding officer, but she was appointed as chief of national security.”

Luna allowed a smile, “correct, Major. Now usually she would temporarily relinquish command of her unit to her subordinate. However, rather unfortunately, her second, Lieutenant Colonel Leaphian was found to be diverting military funds and equipment to rebels of the Thestral government. He was tried and imprisoned this morning. He shall likely be executed by the same leaders he attempted to help usurp.”

The young Major looked surprised but didn’t otherwise indicate anything.

Luna continued, “I have been looking for a replacement, we could bore you with the political semantics that comes with selecting a high-level officer for promotion. The reality is we have already chosen.

"You.”

The Major opened her mouth to speak but closed it again. “Ma’am?”

Luna levitated a gold pip to join the golden crown insignia she already possessed, “congratulations, Lieutenant Colonel. I’m sure you’ll make a fine addition to the upper echelon,” she smiled, “and you have our full support.”

The princess saluted smartly, the newly-minted Colonel mirrored her flawlessly, “thank you, ma’am.”

“You’re now in command of the 10th Regiment. You have your orders, Colonel.”

* * *

She saluted her Princess. She hadn’t been expecting a promotion anytime soon. She despised politics and you typically wouldn’t be granted a raise in rank without having the right friends in the right places. ‘I suppose I do have a friend in the right place,’ she thought. Lieutenant Colonel. It still didn’t sound right, maybe with time – she couldn’t wait to write to her parents.

She’d head back to her quarters firstly. She had some rearranging to do before she set out to get her objectives complete. Set up three strike teams, three reconnaissance teams and a support wing to reinforce them if need be. She also wanted a unit from the Royal Guard roaming the camp to check for any Changelings.



The night was still dark. Few stars were twinkling tonight despite the clarity of the air. A pristine moon hung low on the horizon, painting the valleys and mountains in whites and greys.

Along the way to her tent, a trio of unicorns escorted by two Thestrals blocked her path, “ma’am,” a stallion Thestral said.

“Trooper. Are you checking for imposters?”

“Yes, ma’am. Under orders from Captain Ivory Sky, ma’am.”

“Where is the Captain now?”

He pointed behind him, “in the canteen, organising search teams.”

“Okay, scan me – and I shall be on my way.”

A unicorn mare stepped forward, her horn ignited scarlet – Kodiak felt a tingling across her fur but remained stoic. The unicorn nodded, apparently satisfied, “she’s clean.”

“Sorry to bother you, Major.”

“Not anymore. I’ve been promoted to Lieutenant Colonel. Spread the word, be on the lookout.”



She brushed past them without another word. It took a while to find, the camp was like a maze. A never-ending field of identical tents. The canteen was an open-air tent, really just a frame with a canvas roof and open walls. The floor had been covered in more canvas and wooden planks for seats.

Kodiak could see the Captain at the helm, grouping Unicorns and Thestrals together for search tasks. Some of the Royal Guards stood to attention.

“At ease,” she started.

The Captain swatted one of them over the head, “knock that off! You’ll make her a target in the field.” Kodiak stopped to sit, many others returning to sitting positions.

“Since the attack on the human – I’ve been organising search teams. Nothing yet but I’ve half the camp on it. The other half’s watching the exterior, we’re prepped for a fight, ma’am.”

“Good, kill-on-sight.”

The Captain blanched a little but regained her composure. “You got it.”

“I’m now in command of the tenth regiment. Captain Anthem will take my position for now until I decide on who I want to promote.”

The Captain's eyes flickered to Kodiaks shoulder. The shiny rank pip looked a little odd sat next to her scuffed-up crowns, she’d scratch them up nicely later.

She stood up to salute, “Lieutenant Colonel, Congratulations!” The others all followed her.

Kodiak resisted the urge to roll her eyes as she was forced to stand and return the salute.

“I came to organise search teams, but I see that isn’t necessary. Lieutenant Midnight, come with me.”

The aforementioned Lieutenant trotted after the disappearing mare-in-charge, leaving Captain Ivory to continue with the camp searching.



Kodiaks command tent was only a few over from the canteen, the two Thestrals walked side-by-side in comfortable silence. As they got near, Kodiak pulled away to hold open the flap for her.

Midnight padded past without a word, Kodiak followed her in. A makeshift table dominated the middle, with a sleeping zone sat off to the rear of the tent with a silk curtain to separate the two areas. Silk being a traditional Thestral bedchamber decoration.

Kodiak wasted no time in turning on a gas lamp, the warm orange glow lit up the inside. Their sensitive eyes quickly adjusting as they squinted.

“Congratulations Aunty, you bring honour to the family,” she gave a little head-bow.

Kodiak removed her hefty helmet, placing it on the table, “as have you. Your mother would be proud.”

Midnight looked down, “I wish she could see us.”

The older mare moved to place a consoling hoof on her relatives’ face, but she saw the look she received when she got close. Midnight was beyond such solace. She’d seen what she’d seen and that changes you.

“Trust that she can. She’s smiling now.”

Midnight nodded. Her eyes were glassy.

“Captain Sharp Wing is dead and I need a replacement. We’re short of combat-proven officers, so I need you to step up.”

Midnight reflexively straightened, “you’re promoting me?”

“Sure. You’re the most certified here anyway. Top of your training company, same as me.”

She had a few boxes of paperwork stored at a small desk next to her sleeping pit. She flicked through a box containing dozens of folders, pulling it out – she read through it.

“Officer Cadet Midnight led a training mission in a mock-up scenario of a skirmish engagement, during which her unit stumbled into diamond dog bandits.

"They had hostages – Officer Cadet Midnight lead twenty-seven Thestrals in training equipment against a full-sized dog pack, rescuing the hostages and eliminating all of the dogs.

"Several weeks remain before graduation and she is already well beyond her contemporaries in every way, this only strengthens my belief that she’ll be top of this class. Signed, Major Hepstiel, Northwood Officer Cadet School”



Kodiak lowered the file like a disgruntled father would lower his newspaper at breakfast, “You scored a full hundred percent in every field. That’s only been done a few times in the night walkers’ long history.

“Intelligence thinks there are large Changeling units massing on the other side of the gorge, I need you to lead teams out there – find some spots to set up forward bases. If they attack us here, we’ll be overrun in a hot minute, it’ll be up to the Night Walkers to hold the line further afield.

“You’ll be reinforced as soon as possible and there aren’t enough Changelings in hell to stop a fully armed Thestral regiment from going where it wants to go.

“There’s a promotion riding on this one, niece. Get it done – report back. Try not to get yourself killed. Your human friend will be out of it for some time, so you’ll have to manage without him.”

She handed the tabby mare a pair of folders, “you’re in command of 2nd platoon. You’ll be in the middle of three platoon-sized defence sites, establish a position close to the gorge, send a runner and then hold tight for reinforcement.

“Dismissed, Lieutenant.”

Midnight snapped off a quick salute, “Colonel.”

* * *

Midnight had glanced at the roster and the briefing packet after leaving her aunties tent. She was now in charge of forty-two Thestrals, many of the more combat experienced from the last couple of weeks, about half were fresh troops from the garrison. No Thestral was truly an inexperienced fighter, their culture promoted physical training and combat prowess from millennia of fighting tradition.

Most Lunar Guard had already served in the military, either as one of the many equestrian branches or in their homeland defence forces. Midnight had served two years in her hometowns garrison from age sixteen, before receiving an invite to the Lunar Guard. She passed her training, serving another two years as a senior guard, before receiving orders to train as an officer.

All Lunar officers had served in the regular ranks first, it was just the way of things. Compared to their gold-plated cousins whose officer cast generally came from a mix of the inexperienced well-educated and the well-connected upper classes.

She reached her tent, the other officers weren’t present, so she bedded down for a few hours. Setting an alarm for ten to five.





It didn’t take long to track down her Sergeants tent once she’d awoken. It was adjacent to her own – which in turn was at the end of the enlisted troopers’ tents.

Midnight entered into a well-put-together domicile. It had four beds, four desks and a communal table to eat. They’d decorated their bunks with traditional silk and a keepsake Thestral banner was hanging on one of the walls.

The four Non-Commissioned Officers burst from their bunks and stood to attention, “at ease.”

She scanned them, “sergeants Thelian, Agameles, Silent Star and Shadow Chaser,” she listed off their names.

She did a slow circuit of the interior, inspecting their equipment and looking each in the eye. She’d read their files, two had been added from the garrison and two had been present during the last few days fighting. All of them had prior combat experience and a short list of commendations, they were textbook NCO’s.

“Sergeants, new mission. We’re now the second of three platoons as part of the 1st Company, 1st Battalion, 10th regiment. Its Captain Anthems show, myself and Lieutenants Pontiac and McKenna are the platoon leaders and Company Sergeant Major Duran will be keeping an eye on the NCOs – so I wouldn’t give him a reason.

Lieutenant Colonel Kodiak has given me orders to lead the 2nd across to the ridge. We’re to set up a defensive line to the west and hold that position until reinforcements arrive. Gather the troops, formation in five minutes.” She handed each a written copy of her platoon roster.



After a few minutes of the Sergeants bellowing orders at the Lunar Guards, they hurriedly formed into three groups in a parade formation. The sergeants stood, two on each side of her as they faced the waiting soldiers.

“Okay walkers listen up, let me tell you what I know. Our enemy is the Changeling horde, we are in conflict with them, we have taken casualties and so have they. They’ve mobilised massive numbers of troops and special units into the area, but we will prevail in the face of adversity.

“We’re very much still in this fight and its time to bring our A-game and make life difficult for these bastards. From what we can ascertain their strategy is to bulldoze their way east through the lowlands, destroying every last vestige of the local pony populace.

“That is an endeavour we cannot concede. We have engaged groups along the border in multiple skirmishes, but it is resulting in too many casualties, and the Princess wants us to do what Thestrals do best, strike hard, strike fast and bring the balance of power back to our favour. Let’s give this black wave something to break on. Walkers, it never rains but it pours, this will get heavy – do not give up the line, understood?”

“Hah-oo!” Was the response.

The energy amongst them was palpable, “I need four combat teams, Sergeants, group up as you’ve been assigned – I’ll be with Sergeant Thelian’s team.”

They’d already gathered weapons and armour – they’d be rolling for a fight. Midnight couldn’t wait to be back in the thick of it.



Camp Saddle pad was set up in between three large hills. One to the west, facing the gorge, one north toward Canterlot and one south toward the Mackintosh Hills. The rear of the camp was unobstructed, creating an easily defensible position and the means to retreat quickly if needed.

Local timber had been used to create walls that spanned the perimeter, tents and wooden structures created living and eating areas. A dead ground outside the walls allowed for unblocked vantage over the surrounding terrain, daylight was breaking and the treeless landscape was an arid kill zone.

Siege units would eventually be lifted in, giving the ponies the ability to bombard their enemy. Midnight led from the front, her unit in a long two-by-two column with the Sergeants placed at the sides near the front of their squads.

Lieutenants Pontiac and McKenna led 1st and 3rd Platoons alongside her, they’d split up outside the fort and take slightly different paths toward their objective.

They passed other Thestrals and Ponies, getting wished luck. Heavy wooden gates loomed ahead, “Open the gate!” Sergeant Thelian roared. A flurry of movement from a watchtower built above the gate signalled a team of unicorns using their magic to heft the mighty barrier open.

Two dozen earth ponies halted the gate from tearing the walls apart. Midnight's troop moved out of the Camp. The eerily silent landscape unsettled her, but she’d manage, she knew.



The once proud mountain spire had been reduced to half its size. Such was the force of the explosion that had racked the area an hour or so after the departure from rescuing John.

Ethereal green fires had burned for days, thick black smoke had churned into the air as a result, for dozens of kilometres the ground had been stained with the soot and ash.

After two hours of consistent and constant marching, they started to descend toward the gorge, it lay between them and the Changeling hive.

They were to set up next to the middle of the gorge. The long walk had sapped some of her strength, but after a sip from her water bladder, she felt refreshed. They could have flown here in a fifth of the time, but had opted to walk so as to preserve their wings.

Her platoon began working autonomously, preparing defensive positions. They were in the middle of a giant clear area, dark dusty dirt and the occasional grass shoot the only sight all around. In the distance was the gorge, across it lay Blackwater, abandoned.



More than a few hours passed, Midnight patrolled their small encampment. Her troops were both cunning and creative, but as an aerial-dominant species – the Thestrals had no use in heavily fortifying their position. That was the Royal Guards job anyway.

As a minimum, they had dug a series of foxholes and small trench so they could manoeuvre on the ground whilst undercover.

The camp was half a hexagon, a single long trench with two shallow bends faced the gorge, behind which were two dozen foxholes deep enough to conceal a pair of ponies.

Each foxhole and the trenches had used a myriad of small branches, twigs and grass to camouflage their positions.

Sergeant Silent Star and Sergeant Agameles’ squads maintained the ground component, occupying the trench. With herself and the other two squads separated into the foxholes. She was in the frontal-most hole along with Goldenrod, the mare had proven herself in combat and so had been pulled from Shadow Chasers squad.

They waited. They’d had no contact with the other platoons, but Midnight wasn’t worried. It would be best if they didn’t give each other’s positions away.



Midnight pulled out a small eyeglass and used it to scan the gorge and the surrounding terrain. She saw no enemy movement on the ground or in the air. It was all quiet for now.

“Sergeant Agameles,” she called forward, “send a scout across the gorge.”

The large stallion nodded his boxy head, quickly scanning his formation. “Fields, you just volunteered. Get across the gorge if you can, any contact and I want you to fall back to us.”

“You got it sarge’,” another stallion exited the side of the trench and slowly climbed into the air, before gliding fast and low toward the chasm. Midnight tracked him with her eyeglass.

They waited in silence, a small breeze blew over them and rustled their camouflaged positions. She watched as the speck of a Thestral plopped down behind a little rock formation.

He lay low, scanning all around him and looking back, seemingly right at her before facing forward again. He crawled toward the gorge, eventually exploding off the ground and leaping across.

The curvature in the terrain allowed him to disappear from sight. She panned back and forth across the crevice, attempting to locate him once again. Minutes past and she felt a sinking feeling in her gut.



“There!” Agameles grunted as he viewed the scene through a pair of binoculars.

The Thestral stallion scurried through the air in jerky zig-zag manoeuvres, desperately trying to shake off his pursuers.

Multiple black forms chased him, they blended seamlessly into the blackened earth, making it tricky for her to count them.

Little green lights flashed between them and the lone guard, his agility impressive as the ‘lings struggled to achieve a good lead. The Thestrals around her weaved in their own imaginings of the dogfight, each attempting to lend their skill to the scout.

Sergeant Silent Star piped up, “Frosted Whip, Bronze Fang – javelin manoeuvre – get those Celestia-damned bugs off his back!”

“Aye, Sarge!”

“You got it, boss!” The two chimed out in unison, before leaping into the air.

They ascended at a marvellous rate, maintaining their fast climb for thirty seconds before skirting the cloud-line at a hundred meters. They rushed toward the scene, parallel to the ground.



Midnight refocused on the scout. He narrowly missed an energy blast only to fly right into a second. It glanced off his armour, sending him spiralling into the dirt.

He was up instantly, a Thestral broadsword clutched in his mouth – he swung it in powerful, precise movements – catching a bug-horse in the abdomen. It crash-landed, dead.

His backswing bisected a second ‘ling across its middle, the two ends remained semi-connected on a bridge of green organs.

The grisly scene was punctuated as the sounds of battle reached across the earth a second late, the scouts' grunts and the screeches of Tartarus’ vermin made her blood boil.



As the guard scrabbled back into flight, several Changelings aligned with him, intending to bring him down. “Come on,” she mumbled in support.

From above Whip and Fang descended like lead weights, each smashing into a Changeling, catching the scout’s pursuers unawares.

He spun mid-air and utilised his wing-blades to impale a ‘ling through the neck, he used its momentum to swing it around and off of his winglets.

As the scout’s chasers’ shed their numbers, Midnight observed them panic and attempt to out-fly their more powerful adversaries. The attacking duo split-up, chasing down those that remained with a vengeance.

Frosted Whip baited a pair of Changelings into an aerial trap set by Fields, the scout lunged upwards – bayoneting one and catching the second in the face with a winglet. It was finished off by Fang, who had the final bug-horse hot on his hooves.



He weaved in-and-out of small rock formations, Whip and Fields followed behind in a trailing formation. He dipped sideways – the Changeling made to follow but was caught unprepared as Bronze Fang halted his own momentum almost entirely.

As Fang's wings ejected outwards and his back arched, he cartwheeled mid-air to deliver a lethal blow. The Changeling splattered to the dirt, headless.

The trio formed up and headed back. Midnight lowered her magnification, unable to fend off the small smile that wormed its way onto her face. ‘Well done.’

As they skirted near, she could see the look of discontent in the scout’s eyes, he clumsily took cover within the frontal trench.

“Report,” Agameles ordered from behind her before she could, her ears perked up.

He huffed, grimacing at his battered, blackened side armour, “we need to leave! There’s an entire battalion just over that gorge. I don’t know why they didn’t pursue me.”

His Sergeant smothered him with medical salve, “probably just trying to draw us out, son.”

“I agree, we –” Midnight was cut short by several far-off cracks, followed by multiple energetical ‘whistling’ sounds.

She had heard reports of Changeling artillery but had never witnessed it first-hoof. Large green projectiles screamed from over the canyon, impacting all around in explosions. Plumes of dirt and debris shot around and rained down at lethal speed.

The first several fell slightly short and to their left. Whoever was calling in those shots quickly corrected, the second barrage striking in-among the foxholes.

They ducked low, discipline preventing them from screaming and flying off, despite every instinct urging them to do so.

Bronze Fang and Frosted Whip had been top-side when the rain had started, quickly scampering into cover before the first blasts could blow them to pieces.

A bolt landed right next to their hole, spewing dirt all over them, Goldenrod and Midnight were huddled down close together, both uttering prayers of protection.



Another series of magical explosions wracked their position, a shrill scream from her left started up – a mare had been hit.

“Mare down! Doc!”

Midnight chanced a look over the rim of her hole, not much visible as dirt and dust whirled around them.

A young guard had been blasted from her hole – a severely shredded rear leg was being tended to by another mare with a medical icon on her upper foreleg.

More explosions hammered their dugouts, Midnight watched the two, desperately wishing she could do something.

The doc had patched the wounded mare’s leg and was now dragging her back into their foxhole. She breathed a sigh of relief, which quickly caught in her throat as the pair’s foxhole suffered a direct hit – the bright after-image stained her eyes with two of her soldiers being atomised.

The shockwave forced Midnight into her hole and crashing into Goldenrod. They huddled together, shuddering along with the repeat concussion forces that washed over them. The barrage ceased. The roaring explosions making way for an almost serene silence

Midnight spoke up, “sound off!”



“First squad up!” Sergeant Thelian called.

“Second squad up!” Sergeant Agameles shouted.

There was a pause, “sargn’t Stars dead ma’am,” a voice drawled.

She chanced a look from her hole. Smoke and cinders rose from the super-heated energy craters, the form of a bulky stallion shuffled in the trench to her right.

“He took a glancing hit, Lieutenant – we couldn’t save him!”

Midnight growled low in her throat – an evolutionary feature, she cut it off as soon as she noticed.

“Squad four!?” She commanded.

Shadow Chaser piped up, “we’re shaken, but alive! Orders Lieutenant?”

She thought about their next move – the enemy knew where they were and had them pinned. They could fall-back and create a secondary defensive position, provided they had enough time.

“Hostiles inbound!” Agameles alerted, “looks like a platoon-sized recon element.”

Midnight patted herself and then scrabbled around her hooves for her spyglass, she found it, no worse for wear.

She peered through it, ignoring her trembling foreleg and the ringing in her ears.

Three dozen black forms advanced toward them in a loosely spread-out formation, approximately five-hundred hands away.



“Sergeant Thelian, take your squad and fall-back. She glanced around her, Sergeant Agameles, have half of Sergeant Stars squad go with them. Once you’re over the ridge-line I want you to loop around and get above and behind these bastards! Attack them as soon as they’re on top of our position.”

“Alright ponies, time to earn your pay!” Thelian shouted, “let’s make it convincing – fall back!”

A mare joined in by screaming, “retreat!”

No less than fifteen previously hidden Thestrals burst from cover. The apparently unorganised and distressed dash for safety would have convinced her were she a Changeling.

She refocussed on the Changeling probe, they had charged forward at the sight of survivors. Their predictability a serious flaw, Midnight noted.

“Heads down,” she whispered harshly.

She saw nothing but mud walls and the sky above, Goldenrod drew a long, curved sabre, not a standard issue weapon.

“A gift from Princess Luna, after we fought at the humans' ship,” Goldenrod explained in answer to Midnight’s curious head jerk.

The sound of a light chittering and the occasional fly-wing buzz alerted her to the Changelings nearby presence. Goldenrods ears swivelled around as did her own, Midnight made a gesture with her hoof to indicate they should wait a moment more.

As soon as they saw the survivors the Changelings would swarm over their positions, attempting to wipe them out. Hopefully, Thelian and his Thestrals would attack before then.



From directly above her Sergeant Thelian had managed to bring his fighters in a downward attack.

“Go!” She shouted as she and Goldenrod leapt from their hole, other bat-ponies around them didn’t hesitate, they rushed toward their enemy – who waited a dozen hands from the forward-most trench. Midnight had always been quick on her hooves, despite her hefty armour and weapons she could out-run most of her comrades – consequently, she now led the charge.

They screamed a battle cry, momentarily drowning out the sounds of their advance, whilst forcing the Changelings attention on them.

Just before reaching a pair of tall black beetlelike creatures, a dozen armoured Thestrals slammed into the Changelings from above, claiming one-third of them in a single attack. She spun clockwise, lashing out with both wings, she caught one in the face – it screeched and thrashed backwards, Goldenrod bowled into it thereafter, bisecting all four of its limbs with a single sweep of her gifted sabre, before continuing into a trio of enemies.

Midnight faced off against the second, slightly taller Changeling – it hissed and brought its chitinous blade down on where she had been just a second before, with a single powerful flap, she’d leapt a body-length above it – diving downward with her own officers’ sabre.

Its strengthened exoskeleton semi-deflected the blow, it drew its charcoal coloured sword back to its side, dropping it a moment after as she sunk both wing-blades into his throat, its gurgling and spluttering was overshadowed by midnights war cry. In her culture, if you weren’t screaming and shouting in combat, you were probably dead.



She harshly retracted her blades from its neck, as it fell, she flicked her wings downward, causing the green viscera to speckle the ground.

A Thestral from Agameles squad brushed off a blow from an underling, thrusting its short sword through its open maw in response. As he turned to locate a new target he was knocked to the ground and stabbed by a much larger Changeling, he shouted out in pain as the chitin bit into his side.

Midnight jumped to his aide, engaging the Changeling-leader head-on. Its oddly angular mouth split open in the Changeling equivalent of a hungry grin, she held herself low and lashed out with all three of her blades – it parried them with a pair of bulky chitin-constructed cutlasses. Leaping forward, the ‘Ling was forced a few steps backwards as Midnight maniacally pressed her assault.

She shouted again, as she alternated different angles of attack, the Changelings face adorned with a hate-filled look of aggravation as it just barely managed to prevent its own demise.

Finally twirling, she managed to launch a winglet like a low-velocity dagger – it skimmed the Changelings face, its shrieked as a neat cut began bleeding green.

In its anger it used its superior height and strength to push Midnight back, all around her troops were locked in a deadly fight for survival.

She grimaced as she allowed one of the Changelings blades to deflect off of her side, she faked a pained scream and stumbled low, preparing to ambush the feckless creature.

It didn’t hesitate in bringing both blades down toward her head, the speed of the attack nearly cost her life, instead of being beheaded she jumped forward between the ‘lings too-wide stance, just able to fit between them, it jumped and skipped to try and dislodge her from under it – it screeched once as her sabre was stabbed through its soft underbelly, passing through its spine and major organs. It collapsed on top of her and she began wriggling and worming her way out from under its bulk, panting with the effort.

A few engagements remained. The surviving Changelings quickly eliminated – the soldier who she’d saved grumbled as he struggled to stand, he’d used a cauterising gem to seal the nasty wound in his side, “thanks, Lieutenant.”

She made a ‘not a problem’ face, the rush of adrenalin making it difficult to focus, “form up!”

Those still standing snapped toward her, those on the perimeter facing outwards automatically.



Her three Sergeants gathered near, each sporting blood splatters and small cuts, Shadow Chaser had blue-black eye which was slowly swelling shut. But they waited patiently.

“Status?”

Agameles started, “we’ve got wounded, but no dead. I recommend sending a runner to each of our flanking platoons.”

He’d read her mind, “do it,” he rushed to pick two flyers, “we’re to hold here as long as we can until our engineers and reinforcements get here.”

The sounds of more energetical discharges sounded from over the gorge, more artillery. “Fall back – into the sky!”

They rose as one, those who were hurt were helped along, the last of them taking off from the carnage on the ground as the first super-heated energy bolt blasted their trenches again. Safely up in the air, the two runners took off at great speed in opposite directions.

She considered her options, a plan formulating in her head. A crazy, obscene, dereliction-of-duties type of plan.



“On me!” She called, drawing the attention of her troupe as she started gaining altitude.

A large blanket of clouds sat high behind their trenches, she slowed as she passed through the humidity, beads of perspiration clinging to her. Unlike Pegasi, Thestrals had no innate cloud-walking magic. Fortunately, their armour contained magical runes that permitted said cloud-walking.

Once atop the cloud, she settled – allowing herself to be cradled by the unnaturally soft semi-solid water vapour.

In a few moments, three dozen others made the transition from flight to rest. They watched in grim silence as their former positions continued getting hammered.

“Sergeant Silent Stars still down there, ma’am,” Frosted Whip said cautiously.

“We’ll return for his body it's safe.”

Whip nodded angrily.

She took out her spyglass, their newfound height advantage allowing her an unrestricted view of her enemy’s position. All three Sergeants took out their own magnification devices and together they mumbled points of interest.



Guard Fields had been correct, hundreds of Changeling troops swarmed around several blackened pits in the terrain. These pits held their artillery she was certain.

“Celestia”, Thelian breathed, “looks like a full-strength battalion, supporting a field-artillery battery.”

“Agreed. So – we need to take out those units before our construction teams get here – ideas?”

They all looked at her like she was mad.

“Our guys are good, Lieutenant – but forty against three hundred is just a slaughter.”

Agameles and Shadow Chaser murmured their agreement.

“We don’t need to fight them all, Sergeant – we just need to sneak past and knock out those siege machines, then fall-back to our original position.”



This time Shadow spoke, “let’s say we manage to sneak past three hundred Changelings, sabotage those artillery units and fall back – we’re bound to get noticed. It’d be like stirring up a hornet’s nest.”

“You all wait until dark – that will provide us with cover for the attack. I’ll return to Camp Saddle Pad and requisition some explosives from the human Commander, I’m sure he’ll have something we can use.”

She turned her gaze on the massed-together platoon, “Guard’s Starfire, Goldenrod – look sharp – you’re making the flight with me.”

They ambled nearer without speaking.

“Rest up – we’ll return shortly – if we’re not back by nightfall, the units yours,” she prodded Thelian’s chest for added emphasis.

After a brief equipment check, they shuffled through the gathered Thestrals and took off from the vapour – heading east toward their main encampment.

* * *

Author's Note:

Chapters 1-3 have had a few tweaks, notably to the Fusion Reactor technobabble segments.
Big thanks to Shercross for pointing out the flaws in the science of the reactor technology.

Again just for a laugh if anyone wants to dm me a name for a new character, I'm all ears.

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