One Mare's Worth

by Equestria Buck Yeah

First published

When Rainbow Dash's speed during a new trick turns out to be too much for her own good, she comes to realize how important she really is when she finds herself in a war-torn version of her old home.

Rainbow Dash has loved speed ever since that fateful day that gave her and her friends their cutie marks. But, after a while of being able to perform one practically on command, a Sonic Rainboom just isn't as awesome as it used to be. At least, not according to her. However, after a freak occurrence during her newest, 'most amazing feat ever', she finds herself in an eerily familiar place.

Special thanks to LightningDust for assistance, and Conicer for the cover art!

Chapter 1

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Rainbow Dash wrapped a leg around her number one fan's head and affectionately gave her a noogie. Scootaloo had asked her idol to come perform some tricks for her fan club last week, and Rainbow was more than happy to jump at any chance she got to put on a show for anypony. Today was the day they had agreed upon, and it was difficult to tell who was more excited, the mare or the filly.

The pegasus had suggested to her loyal fans that they meet out in Town Square. If she was going to be putting on a show for the kids, why not include the adults too? The more ponies who got to admire her greatness, the better! To Rainbow, asking her not to enjoy the spotlight would be like asking her not to breathe or eat; she might as well be dead. Fortunately, even though she was known to be a bit of a braggart, she could always back up her boasting. Should be just another walk in the park today for the proud pegasus.

She came up with a spectacular idea for a grand finale a while after talking to Scootaloo originally. Rainbow asked for Fluttershy's assistance once she had it drawn out, literally. Her plan was to Sonic Rainboom and write her name in the sky using the rainbow colored vapor trail she left when she broke the sound barrier. But with all the twists and turns she'd have to make in order to connect all the letters in her name, and to do it fast enough so the first half of her name wouldn't fade away as she was completing the second half, she needed a plan going in.

After scribbling down the best and fastest possible flight path, she needed a second set of eyes on the ground making sure she wasn't just writing a bunch of nonsense overhead. Fluttershy's place was ideal since she could practice out of view of the town and any blabbing little sisters who happened to be friends with the Rainbow Dash Fan Club President.

She had practiced hundreds of times over the course of the week. At first, she could barely form an R. As the days past, her name became more and more legible until she could write it completely. Unfortunately, she couldn't quite maintain the pace needed to complete the words without them beginning to disappear. Ugh! There was only two days left until her performance and if she couldn't do her trick, both she and Scootaloo would have been devastated.

No way! She wasn't about to let the kid down. She glared, opened her wings again and took to the sky. Giving herself some space, she sprang forward and blasted a hole in the sound barrier. She flapped her wings as hard as she could as she launched herself up, down, sideways and every which way in between, trying desperately to maintain the breakneck speed needed to finish her name. It felt like her wings were going to break or her muscles cramp up. This only made her push harder.

After several more attempts, she had worn herself into exhaustion. She had made some progress, but it wasn't quite enough to get the job done. She'd have to try again tomorrow, but that didn't mean she had to stop building up endurance. Over the last couple days and nights prior to the show for her fan club, she did next to nothing other than practice her skywriting and work out.

On the final day before she had to be ready, she had just developed enough stamina to finish writing her name before it began to fade away. She had collapsed to the ground with a triumphant grin to go with her burning lungs and wings. But, she did it. Now, she just had to do it one more time for those kids. But jeez, did it ever take a lot out of her.

Late the following morning, the day she once again got to show off her awesomeness, she met with her followers at the statue in Town Square and said her good mornings. She didn't want the dazzling performance to be too long, as she was still a tad sore from the intense training she had gone through over the course of the past week. It was a good kind of sore though. The kind that reminded you that overcame adversity and achieved the success you were after.

Rainbow flew up and wowed the kids with her usual litany of spins, twists and loops. Nothing she hadn't done a thousand times before, and this would be a good way to keep herself loose enough for the final act of the day. She dove towards them and swooped up at the last second, tickling their manes and blowing off some of the club's trademark lightning bolt hats with a powerful gust of wind. The fillies' hearts raced with excitement and their smiled stretched ear to ear as the spectacle continued. Many of the older onlookers had stopped what they were doing to enjoy Rainbow's acrobatics as well and were enjoying themselves almost as much as the little ones.

After a short while, Rainbow decided the moment had come. Time to amaze them all with a new signature move, so to speak. She almost wondered before she began her routine if the citizens had thought over the last several days that they had been under attack or something, what with all the explosions she had been producing while she practiced. However, she figured the colorful displays would have tipped off the populace as to what was going on anyway. Hopefully, they had enjoyed the previews before the main event.

Fluttershy's critters had vanished after the first day of training and left the shy pegasus a bit upset that she couldn't be around her little friends. Rainbow chuckled at what she found to be trivial concern but still hoped her friend would be able to deal with the temporary loneliness. Maybe she'd stop by after the show and tell her how she did. She kind of owed it to the animal lover since she did have to turn the Cutie Mark Crusaders and their curiosity away a few times in an effort to keep her new trick a secret.

Rainbow popped her neck and spun her shoulders loose. With a few flaps of her powerful wings, she rocketed forward and almost instantly performed her most famous, firework-style maneuver, sending a wave of prismatic coloration across the sky with a deafening explosion. She immediately turned upwards and began spelling her name. Gritting her teeth and tightly flexing her wing muscles, she focused on where to turn and spin back around, and the letters took shape one by one. Her little fans took turns smiling widely as they figured out what their idol was doing.

The last few letters started to take their toll on her body, but she couldn't quit. Her wings felt like they could pop out of their sockets at any second, but she continued on. Finally, she completed the H and slowly descended to the ground, breathing heavily and on the verge of tears. She wiped her eyes clean before she touched down, not wanting Scootaloo and her followers to see her in such a state. Cool mares didn't cry!

Her hooves hit the ground hard, her legs feeling rubbery after spending nearly every ounce of energy she had. She looked up and saw her name glittering as a multicolored trail for a few seconds before it was slowly erased from left to right. It was as if the gods themselves took a moment to show themselves using the heavens as their parchment and Rainbow's mane and tail as the ink. All in attendance let out an uproarious cheer, and Scootaloo threw her tiny forelegs around Rainbow's neck. Barely finding the strength to lift her own leg, she managed to return the orange filly's hug.

"That was the most awesome thing ever! Oh, thank you thank you thank you, Rainbow Dash!"

"Heh! Anytime, squirt," she said with a proud smile. She let Scootaloo go and rubbed a few of her other followers heads in appreciation. After a little while of hanging out with the club members, which allowed her to recuperate a bit, she wished them well and headed off to a nearby cloud for a well earned nap.


Rainbow spent half the day snoring on her cloud bed. The extra sleep felt great after she had worn herself ragged. At least everypony enjoyed themselves. Knowing they did felt even better than the nap. She put her hooves behind her head and smiled at the thought.

As much as she was inclined to spend the rest of the day laying around, something was bothering her. Sure, she was Equestria's fastest flier, but preparing for a trick hadn't been this frustrating since the Best Young Flier's Competition. She knew she had to have had the speed, right? Nopony else came close to flying as fast as she did. She'd be willing to bet that she could even take the Princesses in a race if it came down to it. She also knew she had to have had the stamina to fly as hard and as long as she did. She had gone toe to toe with Applejack plenty of times, and everypony knew how long that mare could go at a physical activity. So why did she suddenly feel so weak?

Was it just her limitations rearing their ugly head? Nah, couldn't be. She had no limits, right? The very idea made her want to retch. Still, was only flesh and blood. But then again, so was Celestia and she seemed to be able to do anything. However, she was an all-powerful, immortal, near-goddess. But, Rainbow had yet to meet a challenge she couldn't overcome! She wracked her brain debating herself before sighing, admitting defeat.

She recalled how much her wings and lungs hurt after finishing her routine for her fans. She could almost feel the pain flaring up again as she lay there on her comfy cloud. She glared at her wings angrily, as if they had somehow betrayed her. If she could barely perform one complicated trick, what's to stop her from almost failing again, or maybe even failing completely?

She wasn't about to let that happen, but she resigned to the fact that she may need some help. She didn't like asking for help, but her friends had always come through for her before. Even though she could ask any of them for advice or assistance, there was only one who she felt could give her more so than the others. Besides, even if she couldn't do much for her, the newest Daring Do book was supposed to be released soon and it may be in. If not, any of the others would have been fine. They easily warranted a re-read! She stretched and lifted off her cloud, slowly gliding toward the library. She was going to take it easy on the way as the soreness in her wings jabbed at her with each flap.


Darn. No such luck with the new release yet. Ah well. Daring Do and the Quest for the Sapphire Stone was always one of her personal favorites, so she grabbed it off the shelf and sat down on Twilight's staircase. She smirked at herself. If she got anymore familiar with the location of some of the texts in the place, her unicorn friend may ask her to stick around and help her reorganize them some day. Well, at least if it was only the Daring Do novels.

Rainbow was a only a few pages into her story, but was clearly distracted by Twilight's studying. The diligent unicorn was going through another of her almost innumerable magical books, learning yet another in the seemingly inexhaustible list of spells to be found. Rainbow sighed and closed her novel. She knew how powerful, and yet humble, Twilight was. It didn't seem like there was anything she couldn't learn or do. Magic was pretty amazing in that regard. Heck, with enough power and studying, she could probably wink away to the other side of the universe if she wanted to like it was no big deal. Rainbow needed to get what had been bothering her for a little while now off her chest.

"Hey, Twilight, this may seem like a weird question, but do you ever feel there's anything you can't do like, with your magic or whatever, and it really bothers you?" Rainbow asked.

"No, it doesn't really worry me at all. I don't expect to learn every spell ever made, and even if I did, I doubt I'd have the chance to use most of them," Twilight responded. "Why, is something bugging you? You can tell me."

The cyan mare rubbed her neck dejectedly, "I was performing a new trick for my little fan club earlier. I was practicing it for a week and I just barely completed it. It felt like I almost lost a fight with my wings, and you know how much I hate losing at anything."

"Even your wings can only fly you so fast, Rainbow. You completed your trick, right?" The pegasus nodded. "Then, what are you worried about?"

Rainbow shrugged, "Your magic doesn't seem to have any limits. I don't want to have any limits either."

"But, that's magic. Anypony's body is going to have its limits. Even Celestia's does. I'm not really sure what I can do to change something like that."

"I'm sure you could find a spell that could make you lift a mountain with one hoof if you wanted to," Rainbow joked. "I bet that could get you a lot of attention!"

Twilight laughed, "I'm sure you'd love a spell like that, wouldn't you? We all know how much you like to show off your amazing feats. I wield more magic than just about any other unicorn in Equestria, and even I can't deny how cool your Sonic Rainboom is. I heard a lot of explosions this past week, and I saw a lot of rainbow colored waves of light flying around. That was you practicing, I assume?"

"Yep, it was a lot of work. I wanted to write my name with my rainbow trail following a Rainboom. Almost didn't make it."

"Wow! I wish I could have been there to see it! That sounds incredible!" Twilight gushed.

Rainbow's puffed her chest at the compliment at first but eventually ended up slouching. Twilight noticed her friend's sudden change in composure. "What is it?"

"You're going to think this sounds nuts, but.. after all the practicing, after doing it so many times, I think I'm a little bored with the Sonic Rainboom, as cool as it looks," Rainbow sadly revealed. Twilight's horn ceased glowing and the book she was holding up fell to the floor, as did her jaw. She tried to express her disbelief, but only gibberish came out.

"I know, it's weird. I had only done it only three times before, and each time was something special, y'know? When we all got our cutie marks, the Young Flier's Competition, and your brother's wedding. I don't even need to wind it up anymore. I can just be sitting there and 'BOOM!', off I go," the speed demon explained. "I barely even needed to get going at Shining Armor's wedding, and I was going up that time too. I guess it's getting to be kind of.. meh, seeing as how it's not really much of a challenge to do anymore." She looked away, almost embarrassed that her signature move had become more of a novelty to her than anything else.

Twilight's ears slouched and a frown found her lips. "Have you thought about coming up with a new trick?"

"I suppose that'd be the easiest thing to do. I just need to come up with something. It would have to be big! You don't mind if I sit here for a while and think about it, do you?"

The unicorn perked up, "Not at all! If you want some help too, just ask!"

"Thanks, Twilight. You're a good friend."

Chapter 2

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Rainbow had muddled silently over what she wanted to be her most amazing feat ever. She couldn't spare any expense over the size and awesomeness of the stunt. Finally, after a few hours, something big hit her. Real big.

"Twilight, you have a globe, right?"

"Yeah, why?"

"I think I have an idea, but I need to check something."

Twilight went into the next room and returned a moment later with her globe floating in front of her. She set it down on the table in the center of the main room and Rainbow snatched it up. She spun it around and found Canterlot. Close enough. Ponyville wasn't listed anywhere on the globe, as it wasn't a large, prominent metropolis, but it was right beside the royal city.

"Do you know how big the planet is by any chance, Twilight?" Rainbow asked.

She cocked an eyebrow, a bit startled by such a question. Why would Rainbow Dash need to know such a thing? "A little over twenty five thousand miles around. Why?"

Rainbow put a hoof to her chin and squinted hard. That was more distance than she anticipated, but she was intrigued. It was the ultimate challenge.

"I'm going to get started first thing in the morning," Rainbow said with a growing smile. "Need to start some major endurance training."

"Are you thinking about circumnavigating the planet?"

Rainbow blinked, "I have no idea what that means, so I'll say yes."

"Are you thinking about flying around the world?" Twilight reiterated.

"Ah! Yes, sort of. But it's more than that. Here's what I was thinking. Everypony in town knows about the Sonic Rainboom, right? Well, why stop there? You know how I like to show off, so why not show off to the whole world?" Rainbow explained. "Two problems though. One, I need to actually be able to make the trip, so I need to work on my endurance. Two, I want to be able to make it back to the starting area before the rainbow disappears. Tie everything together, y'know? I wouldn't expect the Rainboom's rings to stick around, but if I can make a worldwide rainbow in the sky, wouldn't that be just awesome?!"

"You realize half the world is going to be dark if you were to attempt this?" Twilight asked.

Rainbow looked away irritated. She had forgotten about that little detail. "Eh, I'll just have to make sure this side of the planet sees us clearly then. If I can pull it off once, I can do it again!"

"Well, if that's what you want to try, I wish you luck! If you need any help with anything, just let me know. I wouldn't want to miss something like that!" Twilight said happily.

"Sure thing! Curious, how far is it from Manehattan to Applewood? I'll see how long it takes me to fly that distance and try and make some calculations."

Twilight went up to her bookshelf and located one of her atlases. She magically pulled it out and left the book on the table next to the globe. After grabbing a ruler from one of her desks, she opened the atlas and started flipping through the pages until she found a familiar map. She examined the number of inches from one city to another and compared it to the scale in the corner.

"According to this, nearly twenty-eight hundred miles, give or take."

"Well, that'll be a good place to start. I'll head home and prepare for tomorrow. I better tell the weather team I'm going to need off until further notice on the way. Wouldn't want to make them mad."


Rainbow was true to her word and began her intense training regiment as soon as she finished eating breakfast. Though the weather crew was a little annoyed that their best pegasus was going to be unavailable for an undetermined amount of time, they gave Rainbow the OK after she explained the situation.

Her daily exercises went on for about two straight months. Even her friends started to think she was turning into a bit of a shut-in. Once she felt she had reached a personal goal, she decided to pay the other five a visit to say hello and ask them to stop by the library the following day to wish her luck. She had bulked up a bit and it almost looked like you could see the fibers in her muscles move under her skin as she walked and flapped her wings. Near the end of the two months, she was able to push herself harder than she ever had previously, and she was able to do it from morning until night without stopping. She was ready for her first test flight.

The following morning, a little before lunch, Spike and the six mares were together at Twilight's place. Rainbow took one last look at the map she and Twilight and gone over the day she first came up with her crazy idea, trying to pinpoint exactly the direction she'd need to fly. Her intent was to go from the Statue of Harmony to the Applewood sign. Twilight went upstairs where she stargazed and found a compass in one of the drawers of the desk she had in her study. She trotted downstairs with it in her magical grip and gave it to Rainbow.

"Just in case," she smiled.

During a light lunch, they agreed to meet up at the library later that evening. If Rainbow had improved herself as much as she hoped, it was a good possibility they'd see her later that day. They said their goodbyes and the pegasus was away.


It was nearly 11 at night when Rainbow opened the library door and begrudgingly dragged herself inside. The girls were waiting for her, just as promised, and Spike had been allowed to stay up as well to see how Rainbow had done. Surprise and concern were on her friends' faces the instant they saw the brash pony. She had a remarkably upset look in her eyes.

"Hey Rainbow. What's wrong?" Twilight asked.

"I have another problem," she said. "I was doing really well, making incredible time. Then, the friction started to get to be too much and I couldn't push myself any faster. It felt like my face was about to be ripped apart."

Rainbow looked to be on the verge of tears and did her best to hold back. She was going to cry in front of them, even if they wouldn't have cared if she did. But, she still feel like she failed. It may have only been a test run, but she reached another barrier and she didn't have any answer on how to combat it.

"How long did it take you to fly from one place to the other at your top speed?" Pinkie asked.

"Well, I got to Manehattan near 3 o'clock. At least, that's what the clock downtown said. When I got to Applewood, the first clock I found said it was about 5:10."

"You flew from Manehattan ta Applewood in just over two hours? That's amazin', Rainbow!" Applejack praised.

"I'm curious about one thing though," Rarity interjected. "It took you a lot longer to get back here than it did to get to Manehattan. How come? Isn't Ponyville more or less in the middle between them?"

"My wings hurt. I thought all that training would help that, and I guess it did. It just wasn't enough," Rainbow said with a heavy sigh. "I had to wait before I could move them enough again to get me home, and I took my time getting back. They still hurt pretty bad too. I feel OK, but my wings.. "

"Still though, that's incredible that you can fly so far so fast. You should be thrilled, Dash!" Spike insisted.

"The speed I need to reach to do the trick I told you about is still too far away, and even if I wore a mask, I have a feeling it'd probably get torn apart by all the friction anyway and I'd be stuck with the same new problem. I'm sorry I don't have better news, girls," Rainbow said glumly. "I just want to go home right now."

Her friends got up to head home, each one giving her a hug as they were about to leave. "You know if there's anything we can do to help, Rainbow, we will," Fluttershy said.

She barely nodded and sighed again, feeling completely defeated. It appeared that her Sonic Rainboom was going to be the zenith of her abilities. Suddenly, an idea came to her. One that she preferred didn't, but after today's subpar performance, she felt a bit desperate.

"Girls, wait," she called out quickly before any of them had left. "Twilight, can I speak to alone for a minute?"

The unicorn tilted her head curiously, "Sure, Rainbow, come inside."

They stepped into the next room. Rainbow checked to see if the others were out of earshot and spoke in a whisper, "I.. I hate to ask you for this."


"Well.. you can do all kinds of things with your magic. I don't suppose you'd be able to help," Rainbow explained. "It's just that, if I were to do it with your magic helping me, I'd feel like I didn't do it on my own, y'know?"

Twilight put a hoof on Rainbow's shoulder, trying to calm her down, "You heard Fluttershy, you can ask anything. Besides, you'd still be the one flying up there, not me. Now what'd you want me to do?"

She hung her head sadly and looked away. Asking for help felt like the hardest thing she's ever had to do. "Two things. I know you can put a magical barrier around things. I was kind of hoping you could put one on me. It'd help against all the friction and I wouldn't have to worry about my face, and maybe the rest of me, getting torn up."

The unicorn smiled, "Of course, that's easy. What was the second thing?"

Rainbow smirked, "I don't suppose you have any way to, I don't know, turn my wings off? I still want to be able to flap them, I just don't want to feel it."

"Hm. I should be able to do something like that. I could check some things in the medical journals I have here. When did you want me to do this?"

The pegasus looked at her wings with sad, heavy eyes. They still felt like they were on fire. She hated the idea that she'd have to walk home tonight, and the thought of flying even a few feet into the air to reach her own front door made her want to cringe.

"How about three days from now? My wings should be rested by then."

"Sounds good," Twilight said. "I don't know why you'd feel embarrassed about asking for help, Rainbow. It's not that big a deal."

Except it was to her. "I guess not," she lied.

They returned to the lobby where the others were waiting patiently. "Girls, we're going to give this another shot in three days. Rainbow and I have figured out what we hope will be an answer to her problem. Say, 7 o'clock that morning?" Twilight asked.

Their friends happily agreed and finally said their good nights, heading home to get some sleep, save for the humiliated pegasus.

Once they had all left, Rainbow turned to the lavender unicorn, "Thanks again, Twilight. You didn't have to do this, y'know."

"You're worrying too much about it. If I have to say this, you know you're going overboard with it," Twilight said with a chuckle. Rainbow couldn't help but laugh at the joke, too.

"Listen, if your wings really are still that sore, why don't you just stay here tonight? I can pull out the spare bed."

The offer was tempting. She just wanted to pass out, not so much from exhaustion but more from her sorrow. "OK, sure. Thanks. I don't think I could have been able to lift myself an inch off the ground right now."

"Sounds good. Spike, would you help me please? Afterwards, you really should be in bed too. It's already late for you as it is."

"Sure, Twilight."

The pair trotted up the stairs and brought the bed out from where it was being stored. Rainbow stood near the bottom of the stairs, stretching her aching wings as gently as she could. Even extending them to their full length felt like an unbearable chore.

"OK, all set, Rainbow!" Twilight called from above. The pegasus slowly crawled up the stairs and plopped tiredly into bed.

"Thanks again, guys," Rainbow said humbly, right before her eyes closed.

The unicorn giggled, "Good night, Dash."


It was the third day, and the seven friends had met at the library, as they had agreed. Rainbow's wings had finally stopped screaming at her. Remembering how sore they were almost reinvigorated the pain, but the pegasus did her best to get the thoughts out of her head. She was ready to take on her ultimate challenge again, even if she wasn't going to do it completely on her own.

On Twilight's behest, she had a rather large breakfast. If Twilight's magic actually helped, she was going to be burning through a lot of energy, and she needed to stock up. She just hoped that when she was in the air, any stress that she was inevitably going to be having didn't bring everything right back up.

Rainbow turned to her magically gifted friend, "So, how long will these spells last?"

"I can make them last as long as I want, but the longer you want them to last, the longer it's going to take to finish casting." Twilight explained.

It made sense. Powerful magic takes time to learn and time to use. "If I wanted them to last twenty-four hours?"

"Hm. For the two spells you want, probably about a half hour."

Rainbow snorted in annoyance. Patience was never one of her virtues. But if she was going to have a shot at all at completing her most amazing feat ever, she was just going to have to deal with it. "Alright, let's go ahead and get this going then."

Twilight focused and her horn glowed brightly, magic surrounding her friend's body.


The longest half hour ever finally went by and Twilight's horn dimmed back to normal. Rainbow stood up, wearing a soft, skin-tight lavender glow, popped out her wings and flapped them hard. The joints were completely numb.

"Awesome! I didn't feel a thing! Hey! Somepony throw something at me!" She looked at her friends, who were perplexed by the request. Suddenly, a small rock bounced off her chest and landed harmlessly on the ground. All but Rainbow stared angrily at Spike, who shriveled up with an embarrassed grin.

"Sweet! I didn't feel that either! This is going to be so awesome!"

Rainbow grabbed Twilight in a big bear hug, "Thank you so much!"

The unicorn laughed, "You're welcome, Dash. Now get up there and show us what you can do!"

"You realize it may be several hours before you see me pass overhead again, right?" Rainbow asked.

"I don't know about the rest of you, but I'm willing to wait," Twilight said. The others agreed, noting that they were right outside the library and could get some things to eat if they wanted. "Also, Dash, just so you know, if you're still going close twenty-four hours, you're going to feel it in your wings first. The spell will start to weaken, so you'll know when to slow down so you don't get hurt."

"Gotcha!" Rainbow saluted.

"Good luck, Dashie!" Pinkie said.

She nodded her thanks and took to the sky. Even at the speed she climbed, she didn't feel winded in the least. It was like her body wasn't even aware it was moving. She hoped that would come in handy later when she was moving at the speeds she was hoping for. She closed her eyes and took in a deep breath.

Snapping her eyes open with utter determination, she rocketed off to the west, firing off a Rainboom. She flapped her wings aggressively, and sure enough, they felt completely at ease. This could really be it! Her spirits were lifted so high, so fast, that even if she had collided with a mountainside, she wouldn't have cared at all, thanks to Twilight's protection spell.

She began to believe that there was nothing to stop her now. Grinning with pride, she pushed her wings harder. She had to admit to herself that it was a bit odd not feeling the wind racing through her mane. She shrugged it off and focused on her goal. She had to go faster.


Several hours later, Fluttershy had been looking to the east. She squinted with the sun behind her and spotted a glowing purplish dot in the distance. It was rapidly increasing in size. Rainbow Dash! She actually made it once around!

"Look! There she is!"

They looked up and saw a lavender blur followed by a rainbow trail zipping overhead. She had made sure to stay high enough above the town so the momentum didn't rip apart any of the structures on the ground. They cheered and hollered as she raced by, ecstatic that she was really able to make a complete trip around the planet. Now, she just needed to pick up enough speed to be able to reach the rainbow in front of her.

"How long has it been?" Rarity asked.

Fluttershy flew overhead and looked at the clock tower just outside of town. Rainbow had taken off close to 8 o'clock. The tower said just past 3.

"A little over seven hours!" the yellow pegasus yelled from the sky.

"Seven hours?!" Applejack asked in shock. "She went across the country in just over two. Just how much was the friction holdin' her back? Wow!"

"Now what?" Spike asked. "Didn't she say that she wanted to go once around the world?"

Twilight clarified, "Sort of. Now she just has to reach her rainbow again before it fades away."

"Ah. Jeez, that's going to need a ton of speed."

"So far, she's doing extremely well! This is so incredible!" Rarity fawned.


Rainbow knew she had picked up speed. Occasional glances at the ground, specifically at larger things like gargantuan trees and mountains, had shown her that the environment was vanishing past her quicker and quicker as she went. She decided to focus on the distance instead of what was flying by her. Every time she looked below or to the side, she would almost instantly get a headache. She wouldn't have been able to tell anypony what she was flying over anyway. All she wanted to see in front of her was a rainbow.

She could have kissed Twilight for her spells. She still was barely winded thanks to the lack of stress on her wings and she was thrilled that her skin was staying attached. It was inevitable. She was really going to do it today. She was going to become the fastest thing Equestria had ever seen, if she hadn't already!


"There she is again!" Twilight shouted, pointing at the lavender spot in the distance. It disappeared past them a second later. "Fluttershy, how long was that? Didn't she just pass us not that long ago?"

She flew over the library as before. It was only 5:20 now. "About two hours, fifteen minutes!"

The girls looked at each other in complete surprise. She had encircled the globe in a fraction of the time she took the first time.

Forty-five minutes later, she reappeared in the distance again and dashed past them again almost instantaneously.

"Are y'all seein' this? I don't believe it!" Applejack said. "Fluttershy?"

She looked at the tower again. "It's 6:05!"

They looked at each other again, their speechlessness broken by Twilight. "That time was less than an hour."

"Yeah, Dash! You can do it! Woo!" Pinkie cheered.

Twenty-three minutes later, she went by again. Then ten. Then three.


She had no idea how long she had been flying, but her wings still weren't in pain and she wasn't about to pass out, so that was good enough for her.

Her cutie mark for a camera, though! Oh Celestia, how things were starting to look around her! Before, the lights and colors had started to bleed past her little by little. Now, it was almost like the entire landscape had started bending around her body, like she was going into an endless tunnel.

Then she saw it straight ahead. There it was! Her own rainbow trail! It had to be! She gritted her teeth and threw everything she could into her wings. Her eyes grew wide, seeing victory in front of her.

She crossed the colorful threshold, consumed by her own rainbow. She did it! Her basked in her multicolored world of sweet success for what felt like an eternity. She didn't know it, but it took nearly half a day to complete her unbelievable stunt, and could have easily called it a day, slowing down to find her friends below and celebrate into the late hours of the night.

But something compelled her to keep going, and why not? She had already won, and she still felt great! She hadn't felt such elation since her first Sonic Rainboom! 'No limits!' she told herself.


Her biggest fans were cheering and screaming outside the library. They witnessed their cyan friend do the unthinkable and complete a rainbow ring around the entire planet right over their heads. The hint of the lavender shield behind the prismatic display above showed just how fast Rainbow was moving. It was almost as if it was one solid line, just like her namesake in the sky.

"So, how do we get her to come down, eh?" Spike asked jokingly.

A few minutes later, they watched the most amazing feat of speed they had ever seen slowly fade out of existence. The lavender glow had dissipated and the rainbow flickered away into nothing.

They waited several minutes, searching the skies, hoping to see their friend touching down beside them. Enormous grins adorned their faces.

Twenty more minutes passed. Still nothing. Their joy had become concern. She had to be OK, right? She had the protective spell and it wasn't twenty-four hours yet. She had to be.

Twilight let a single tear roll down her cheek as she feared for her friend. "Rainbow?"


In a small, futuristic-looking room, a chestnut stallion and grey mare looked at each other, deeply troubled. A small screen had popped to life a short while ago with a pair of dates flashing on them, one being today's, before suddenly cracking.

Chapter 3

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She had no idea how long she had spent zooming through the rainbow trail she had circled the planet and met back up with. All she knew is she once again, being the awesomely amazing Rainbow Dash, had made the impossible happen. As she rocketed ahead, she wondered briefly what she could call this new stunt that absolutely destroyed the Sonic Rainboom in terms of coolness. She put a hoof to her chin and looked up slightly, thinking of a suitable name.

It wasn't a name that made her blink in surprise though. She knew she just bent her leg. She felt her joints flex and a tap on her chin, but her leg didn't look like it moved. It was still poised out in front of her, challenging the empty space in front of her. She also noticed that the streams of colors and objects that had bent around her had suddenly frozen. It didn't even appear that she was moving at all.

She pulled her left foreleg slowly backwards, feeling for her wing. Sure enough, it was still flapping, but harder than she had expected. After all, she couldn't feel them moving. She had asked Twilight to ensure she didn't so she could push herself as hard and as far as possible. What was unusual was that it almost felt like they were beating with the speed of a hummingbird's. She had seen what kind of power the tiny bird's wings had when Fluttershy had tried to convince her to adopt one before she had eventually settled for her loveable, loyal turtle. Tortoise. Whatever.

Just like a moment ago, however, when she touched her chin, her leg was still frozen motionless in front of her, despite having felt it getting brushed upon by her wings. It almost stung when she found the bristles on her wings. If it wasn't for her tough coat, they could have even scratched through the skin, given how fast they felt like they were flapping. She glanced at her sides and saw her wings stuck in place, about halfway between fully upright and straight to the sides. Oddly enough, they looked a quite a bit thicker than what she was used to.

The bizarre incidents with her body and the unexplainable situation with her surroundings started making her sweat. She was still moving, right? Was she hallucinating? Was the speed doing something to her mind? She wanted to panic, but she knew doing so at such breakneck speed could result in something catastrophic. Losing control while practicing some of her less amazing stunts in the past had resulted in her waking up in a hospital before. Now wasn't the time for that.

She closed her eyes tightly and breathed deeply. Maybe if she relaxed a bit, she could slow herself down and see what happens. She had already accomplished her goal, and who knows how much more. Twilight's numbing spell hadn't worn off yet, as her wings still felt ok. Perhaps it was time to call it a day.

Rainbow continued to slow her breathing, which in turn relaxed the rest of her. Her wings slowed down bit by bit when suddenly the world around her came back to life. She allowed herself to open her eyes again and watched a wave of blurred colors rip across the ground. First mostly shades of greens and browns below, which quickly turned to a cascade of blue. She must have been going over the water, she reasoned. Almost as fast as the greens turned to blue, the blue turned green again. She kept her mind focused on the horizon in front of her as she didn't feel like going down as the only pegasus in history getting airsick.

A couple hours went by as she continued to slow down at a steady pace. She didn't want to slam to a halt after zooming around the way she had been. It would have been like ramming into a mountainside head first after doing a Rainboom, just without Twilight's spell around you. The result would have been a bit messy.

She was starting to recognize some of the larger landmarks she had become familiar with as she went around the planet. A large desert, a cliff side that had what looked to be a strange looking face of some kind into it, a series of trees in a line that towered over the rest of the forest. Even if she wasn't completely sure where exactly in the world she was at the moment, she'd be able to figure it out eventually. She'd flown from one side of Equestria to the other, from Manehattan to Applewood, and there were a few very obvious things that she knew she'd recall the instant she saw them.

A few more hours passed. Rainbow speed had waned considerably and by now was going about roughly ten times faster than she does after performing a Rainboom. It was still extremely fast for her under normal circumstances, but it was taking her a lot longer to cross over the landscapes.

She had been flying over another large blue expanse for about an hour before she came upon what looked to be a beach, and finally, more inlands again. Something caught the corner of her eye. She turned to her right and just behind her, seeing briefly what looked to be a bunch of towering greyish structures overlooking the water and a familiar greenish statue in the distance.

Manehattan! There was no other city she could think of that looked like that! She couldn't tell just how far from the city she was, but judging on how big they were in the distance, it was likely still a couple hundred miles away. However, she wasn't moving past it so quickly that it was out of her notice. She sighed in relief, knowing it wouldn't be too much longer and she could see her friends again.

Her wings had slowed even more, though she still couldn't feel them. She thought back to how weird it was seeing her wings and hoof, and everything else really, frozen in place despite feeling her joints move. It was kind of cool and kind of scary at the same time.

To her left, Fillydelphia came and quickly went. She grinned widely when she saw the city she had flown past when she made her test run from one end of the country to the other. Only a little further and she would be not only right around the corner from Ponyville, but she could finally come to a relatively screeching halt without any problems. She followed the train tracks below that led away from the city, her eyes widening in anticipation at seeing her home and what will surely be a huge crowd gathered at the library to congratulate her. Maybe Twilight could undo the spells once she arrived. She was getting a little tired of being purple.

An hour later, she could see the tall, distinctly shaped mountainside behind Canterlot. Perfect timing too. She was beginning to feel a bit tired. She wasn't sure how long she'd be zipping around, but she was long overdue for a nap that, at this point, she had more than earned. She eased to a decent cruising speed, devoid of any rainbow trail her mane and tail would normally leave behind, when she finally reached and climbed over the mountaintop.

She hid her eyes and squinted when the low sun far to the west greeted her. She noted the clock tower in the distance. 4:07.

She cocked her head and blinked uncertainly. "4:07? Why is the sun going down at 4:07?" she asked herself. After a moment of contemplation, she shrugged it off. "Eh, maybe the clock broke somehow."

Her confusion doubled when she watched it move to 4:08.

She blinked and lowered her gaze to the buildings below. The happiness she felt as she overtook Canterlot's mountain was replaced by complete perplexity. Ponyville looked quite a bit darker, but it wasn't just the lack of light. It almost looked as if the buildings themselves were broken down and grimmer in tone. She saw most of the windows boarded up and several roofs with holes in them, some being almost completely torn off their foundations.

Rainbow came to a complete stop just west of Town Square. It looked to be a ghost town. Spider webs had been spun in many corners of the homes and shops, and the sunlight that shown in between some of the boards covering the windows exposed a heavy amount of dust blowing around in the occasional gentle breeze. It was so thick, it could choke a manticore.

An odd but loud, faraway noise made her swing an ear around behind her. It was almost like a roaring wind, but it didn't sound natural at all. In fact, it almost sounded like there was more than one source.

Rainbow turned around and squinted. She saw a pair of bizarre constructs that seemed to shine brightly in the sunlight with what looked to be wings with pencil-shaped.. things.. underneath them, three under each wing in the distance. On each side, two of these pencil things had red tips and the third, closest to the middle, was greyish-black. If there were markings or something on the grey items, she couldn't make them out from such distance. These things had a single clear eye, if it can be described as such, near what she could have said were beaks, similar to a bird's.

Rainbow's mouth fell slightly open, a multitude of questions wanting to spill out, but none were forthcoming. Even though she had no idea what these things were or where they came from, she did know one thing: They appeared to be coming straight at her.


A blue coated stallion with a red-and-orange mixed mane sat in the heart of one of the contraptions. In the other was another stallion, dark grey with a black mane. They had on helmets similar to what Scoolatoo wore when she would ride her scooter around town.

The spaces they sat in were extremely small for a pony, barely giving them any room to move around. The only thing that had any real give whatsoever was the large stick they were holding onto that came up from the floor between their legs and topped off at about chest high. There was a trigger just below their hooves and a button at the top of the stick, useable only with their free forelegs, should the situation call for it.

"Hey Wingcolt, are you seeing this?" the grey pony asked.

"Yeah, Tailgunner, I don't believe this. What's a pegasus doing out here? Or anypony for that matter?" the blue stallion responded.

"I'm going to check in to base, see if we have something going on out here." Wingcolt pushed a small red button to his right. "Unit 72 to base, come in. Over," he said into a small microphone attached to the side of his helmet.

A tiny speaker embedded in the helmet spoke up with a staticy, female voice, "This is base, Unit 72, what's your status?"

"Do we have any activity going on in the Ponyville area? Over."

After a moment of silence, the speaker came alive again. "Negative, 72. Is there something the matter?"

"Well, we have positive identification of a glowing, purple mare pegasus, rainbow colored mane, over Ponyville. Looks to be just outside Town Square," Wingcolt explained. "It's not wearing any gear. Could it be one of ours? Over."

The speaker was quiet for a moment while the speaker on the other end confirmed an answer. "No records of said pegasus. You are clear to engage, 72."

"Roger," Wingcolt said, and immediately gripped down on the trigger.


A flickering orange light erupted from the underbelly of the winged monsters. As the light fired from under the wings, they seemed to emit a loud rumbling sound that Rainbow could hear as if she was sitting next to them. Sparks suddenly flew off her purple shield, scaring her half to death.

"What the hay?!" she screamed, and darted away from the aircrafts. She swayed side to side, trying to throw off these metal things chasing her. She banked to the right, hoping to begin outmanuevering them. She looked back and watched as they tilted to the right and duplicated her movement. They eventually caught up alongside her, the roaring sounds they made amplified tenfold by their proximity.

Rainbow had to cover her ears to stop herself from losing her hearing as well as her mind. She looked into the clear eye of the thing to her right and saw a blue pony looking at her. Her eyes widened in shock. She spun her head and looked at the other whatever it was to her left and saw a grey one also watching her. They both looked exceptionally mad at her.

A mix of uncertainty and determination filled Rainbow's heart and she took a hard turn upwards. Her pursuers looked up and followed right behind her. She watched them continue their chase and gritted her teeth. How was she supposed to get away from them when they could match her every move?!

One of the red-tipped things flew past her body, causing her to jump in surprise. The smoke trail it left behind could have gagged her if she wasn't protected. She narrowed her eyes angrily.

"So, you wanna do this the hard way, huh? Fine. See if you can keep up with this," Rainbow challenged.

She slowed down to let them catch up a few feet behind her.


"That's right, just sit still for one.. more.. second.. " Tailgunner mumbled. A small screen in front of him showed a grainy picture of the speedy blue pegasus in front of them, a narrow triangle from each corner facing toward the center. The triangles lit up green and beeped several times in quick succession when Rainbow suddenly blasted away with a powerful explosion and a ring of color. The shockwave shattered the glass the two stallions sat behind and sent the crafts veering off wildly.

Trying to gain control of their flying machines proved extraordinarily difficult. The sticks in front of them didn't want to stay still and they almost collided a few times. Buzzers screamed and lights flashed in their small compartments.

Wingcolt grabbed onto the steering stick with all his strength and straightened himself out. "Tailgunner, you OK?" he yelled into his mic. The loud, racing winds beating on their snouts made it nearly impossible to hear themselves.

"Yeah, I'm alright!" He looked over his panels and leveled his machine, pushing various buttons and quieting the noise. They flipped a visor that was embedded in the helmets in front of their eyes.

The stallions looked up and saw Rainbow nosediving right at them. She darted between the two machines, and the sudden, violent wind current left in her wake forced the two crafts to fly into each other. Their wings collided, snapping pieces of metal off. The shards plummeted to the ground and smashed their way into the roofs of some of the abandoned homes and shops below.

The crafts' panels erupted into a cacophony of alarms and buzzes. The two stallions tried to separate the wings but to no avail.

"We gotta punch out!" Tailgunner yelled to his companion. They each reached under their seat where a yellow and black striped lever waited. They reached down and yanked up forcefully. Their seats flew high out from the compartments, leaving the empty, uncontrolled machines to fall to the ground. They crashed into one of many empty buildings and leveled it into scrap. The momentum carried them into several more homes, leaving a trail of rubble. When they finally came to a stop, the small fires that had started burning where the stallions just were quickly spread to the rest of the vehicle. A few moments later, they exploded into a thick cloud of smoke and red hot flame, sending large chunks of metal debris flying into the air.

Rainbow looked back at the smoke pillar bellowing out from the dead street, grinning proudly at her accomplishment. Her attention was grabbed by the stallions flying into the air, still strapped to their chairs. Suddenly, the chairs fell out from under them and a pair of wings emerged from each of their backs. They spun around looking for their target, which Tailgunner spotted. He gave Wingcolt a light slap and directed his attention to her. They retracted their visors and resumed their chase.

"What?! Why would pegasi need to control a flying.. thing?"

Before she could come up with a plausible answer, she felt an overpowering pain in her own wings. Her lungs erupted in pain and her flapping suddenly ceased. She fell limply to the earth, specifically, toward one of the shops below. Twilight's numbing spell couldn't have picked a worse time to start wearing off, nor could Rainbow have expected the unimaginable amount of agony she'd be in when it did. It hurt like Tartarus when she flew across the entire country only a hoofful of hours ago, but this went way beyond anything Rainbow could have ever predicted.

She instinctively put her hooves in front of her face and braced for impact, despite the protective shield that still covered her. She slammed head first into a second story rooftop and through the floor below. The force with which she hit made her crash through the stone wall on the ground and into the next building sitting beside it. She finally came to a stop in the middle of the structure she was in.

The stallions followed Rainbow's unintentional train of destruction, determined to complete the command they were given.

"She's gotta be mince meat after that," Wingcolt commented.

They landed outside the building she came to a stop in. It was sitting by the river that flowed alongside Town Square. They approached cautiously until they heard her screaming wildly from outside.

"How in the hell is she still alive?" Tailgunner asked.

"I don't know. Why don't we ask her before we kill her?"

Wingcolt opened the door to the destitute store. All they had to do to find Rainbow was follow the screams. They found her writhing on the floor, gripping at her sides and yelling so hard her voice started to dry out. They looked at each other and grinned wickedly. They each pulled out a small, hoofheld metal device from pouches attached to the black, criss-crossed straps that sat across their light beige uniforms and pointed them at Rainbow, pulling on a small lever in the back with their free hooves, locking the levers into place with a click. She was completely unaware of what they were doing thanks to the excruciating pain.

"This is for our planes, bitch."

Chapter 4

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"I'm going out there to see what all the commotion is," a white mare wearing a greyish, hooded trench coat similar in color to the roads outside said. They were hidden in the rundown Carousel Boutique across the way from the building that Rainbow had come to a halt inside.

A deeper, male voice spoke up from the broken down, barely functioning kitchen, "You heard the patrol flying overhead. It's too dangerous."

She turned sharply back at her companion. "I saw a wave of colors fly across the sky," she pointed toward one of the large holes high on the wall, "and I know you heard that explosion too. There's only one thing I've ever seen produce something like that."

"I know what you're talking about. How could I forget? But, what about those other explosions? It sounded like the pilots might have crashed or something."

"Which is exactly why I need to go see what's going on out there. If we're discovered here, we're as good as dead. You know that." A unicorn's horn stuck its tip out just barely from under the hood, glowing a light blue. A pair of glistening silver-barreled revolvers with grungy wooden handles were lifted off a rack by the door and floated near her face.

"I'll be back as soon as I can, love. You stay put and watch over the Boutique."

He snorted defiantly but did as he was told. The unicorn magically inched open the door and peaked outside cautiously, the tips of the barrels barely protruding from the opening. She stuck her snout out and looked up, spotting the two pegasi pilots land across the river and enter the building on the other side of the bridge in front of her. She ducked her head and weapons back inside quickly without closing the door, hoping they didn't see her. It was unclear, but it sounded as if there was a mare screaming from inside the beaten down shop. It would certainly explain why they went into that particular establishment.

Quietly slipping out of and closing the door, she gently and silently trotted over the bridge, checking the skies for any more planes. She saw none and returned her attention to the door left ajar in front of her. Squinting in anticipation, she stepped into the domicile, trying not to make a sound as she went. The pain riddled shrieks were getting louder, which helped to hide any noise she could have made as she followed her prey.


"This is for our planes, bitch!" Tailgunner said, chastising Rainbow Dash.

The weapons he and Wingcolt held were suddenly consumed by a blue glow and yanked out of their hooves, floating over and past their heads. They watched their pieces fly away and turned around, confronted by the hooded figure. Their weapons joined her own, hovering alongside each other, pointing at the two stallions. They gasped, and four loud blasts later, they fell to floor dead, landing near Rainbow.

She magically removed her cowl. Her greying purple mane bounced beside her slightly wrinkled face. She approached the screaming pegasus, who was partially hidden in shadow, and stopped short when she finally saw her, gasping in disbelief. The tone of her shouts sounded all too familiar, but she couldn't be sure if what she had been thinking before was true. Seeing her light blue coat and cutie mark confirmed it. The weapons lost their hue and fell to the ground.

"Oh Luna.. it really is you. Your wings.. " Rarity said, barely above a whisper.

The unicorn's horn lit up and her signature blue glow surrounded the injured pegasus. She strained as she tried to lift Rainbow off the ground. A sharp pain jabbed her hip and she gritted her teeth.

"Ooo! This lady's just not as strong as she used to be, it seems," she muttered to herself, rubbing her flank.

She shook it off and eventually was able to pick Rainbow up and carried her back to the Boutique as quickly as her legs would carry her. Rainbow's squirming wasn't make it any easier on the poor unicorn. Struggling to keep her friend afloat, she managed to magically open the door to her decaying shop just enough to kick it open manually.

"Spike!" she yelled. "Come quick!"

The dragon ran into the main room of Rarity's decrepit, dusty Boutique. He was now about three times as large as her and had finally grown prominent wings. However, flesh, bone and leathery skin had been replaced by mechanical joints and fingers with three thin, triangular, metal sheets folded inside each other up against his ribcage, with a longer fourth one facing upwards. The sheets that faced skyward came to a point high over his sides. The wide base of his freakish wings were attached with hinges onto plates that looked to be fused into Spike's back. A rotor on the plates, where his wings met his body, allowed him to slightly rotate the limbs.

The spines that ran down his back had grown out a bit to match the size of the ones on top of his head. What used to be rounded edges now pointed like small green daggers. His snout was much longer than when he was a baby, and his tail was almost half his body length. His shimmering purple scales had grown dark and worn.

"What is it, Rar- " he started to say before his eyes landed on Rainbow Dash. His jaw hung open in utter shock and he stared silently at the still screaming mare. "Is.. is that who I think it is? What's wrong with her?!"

Rarity held Rainbow down as best she could, grunting as she fought against the cyan mare's thrashing. Her eyes were tearing up, clinched tightly ever since she came to stop in the store across the river. It felt as if her wings were on fire and getting worse as Twilight's numbing spell continued to slowly wear off. It had been only about ten minutes since she started feeling it, and it was the most agonizing ten minutes of her life.

"Other than her wings are twice as big as I remember, I don't know. Help me hold her down. I have to get some sedative for her," Rarity commanded.

Spike nodded and tried to grab onto Rainbow's forelegs as Rarity dashed into what used to be one of her fitting rooms, now decorated with weapons of various kinds and sizes on the walls and trunks with medical supplies, packets of dehydrated food and electronic equipment scattered about on racks against the wall. Rainbow was sprawled out on her belly, but Spike couldn't get a solid grip. Her flailing body, combined with her protective shield, made it nearly impossible to actually hold onto her. Rainbow tried to flap her wings to fly away, unaware of who was trying to grab onto her thanks to her screaming drowning out any sounds or voices she may have heard, but with every movement of her feathered appendages, the pain doubled.

Rarity returned a minute later with a glowing syringe hovering in the air. She kept her distance as Spike tried fruitlessly to wrestle Rainbow into submission, not wanting to inadvertently injure them with her needle. Each second that passed made her more frustrated at their inability to help their friend.

"Come on, Spike, keep her steady!"

"I'm trying -oof!- but I can't get a hold of her!" he said, receiving a punch in the gut for his troubles. "I don't even feel her coat in my claws. You think this magic has something to do with it?"

Rarity looked over the purple glow surrounding Rainbow. The color was strangely familiar to her. She gasped when the realization hit. It was Twilight's magic! But, that was impossible! She was in no condition to do anything, unless something good happened in the four years since she'd seen her.

The unicorn stared at the pegasus, deep in thought, trying to figure out how the light blue mare could have gotten in touch with Twilight at all. The last time she saw Twilight, she was in a coma back at the command center, and the last time she saw Rainbow was the day she performed what the girls had dubbed the Rainbow Ring. Besides being covered in Twilight's magic and her wings having horrifically ballooned in size, the most strikingly odd thing about Rainbow was that she was young. She didn't look like she had aged a day since Rarity had seen her last, in fact. How in Equestria could that be?

Rainbow was still hollering loudly, burning through all of her strength. Spike continued to try pinning her to the floor with limited success. After a few minutes of shrieking, her energy depleted and the pain in her wings unforgiving, she blacked out.

Rarity cautiously walked up to her friend and knelt down, preparing the injection that would hopefully keep her under for a while until the pain worked itself out of her system. Spike backed off and gave Rarity some room. She rolled Rainbow onto her back and magically pulled a forearm away from her body. Rarity tried to pierce Rainbow's limb but couldn't break through the purple shield. She made sure not to try forcing the issue, lest she accidentally cause more harm than good. She and Spike looked at each other, unsure of what to do.

"How are we supposed to get through that?" Spike asked.

The unicorn set the syringe down on a tabletop beside the old dressing room door. "I suppose I could try breaking the barrier with my own magic, but if this magic belongs to who I think it does, I doubt I'll be able to get through. I've never been as strong as her."

"Whose do you think it is?"

"Twilight's," Rarity said solemnly.

"But how? Twilight's been unconscious for years, and we haven't seen Rainbow- "

"I don't know, Spike," the unicorn cut him off, "but something about this magic.. who else's could it be?" She thought again to the last time she saw Rainbow. It was a long, long time ago, but she still remembered it like it was yesterday. Twilight performed a couple spells on their speedy friend, one of which resulted in a shield that looked just like what she saw in front of them. Then, after half a day of waiting and watching, Rainbow reached her own colorful trail and that was the last they saw of her. At least, until now.

Rarity and the others mulled over what could have happened or where Rainbow could have went, but nopony could come up with a reasonable answer. Twilight wasn't even sure where to begin looking in her books in an effort to figure out what happened for once. She wasn't angry with them, at least not that they were aware of. She had a good job, the devotion of a sweet orange filly whose praise always brought a smile to Rainbow's face, a great cloud mansion.. Rainbow had the life! Why would she have left?

The unicorn looked over her shoulder, her attention focused on the crashed planes and dead stallions in the other building across the river. "Spike, we have some work to do," Rarity began. "They're probably already aware that the planes went down and will likely be sending another patrol soon to check on them. I need you to run and grab the pilots' bodies in the shop directly in front of us and bury them somewhere quickly. Hide the graves as best you can. I also left some guns on the floor by their bodies. I need you to grab them for me. I'll stay here and put some supplies together."

"We're going to Sweet Apple Acres, I take it?"

"I'm afraid so, probably for a few days. We'll need to stay there until this whole thing blows over. Wouldn't be a bad idea to have Rainbow there instead of here when she wakes up, too. I have a feeling she's going to have some questions for us, and I don't want to run the risk of her drawing any unwanted attention to us if she doesn't like the answers," Rarity stated. "I know I have a few questions myself."

"We'll ask them later. I'm gonna get moving," Spike hurried. He leaned over and their lips met as he left the Boutique.

Chapter 5

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It only took a few minutes for Spike to rip a shallow hole in the dirt between the two buildings Rainbow had smashed through when she fell. He unceremoniously tossed the dead pilots in and covered them up, making sure to spread the soil evenly to hide any trace of activity. After disposing of the bodies, he ducked into the shop the pilots were in and snatched up the guns. He carefully looked out in the calm blue sky and saw nothing approaching the town. Once he was sure the coast was clear, he dashed across the bridge and back into Carousel Boutique.

Rarity had set a medium sized box on the floor just outside the dressing room. She had already laid some supplies in it, such as a pair of syringes, some liquid pain medicine, a hooffull of food packets, and a few camouflage windbreakers. She was currently looking over some guns that hung on the wall and the ammunition that went with them.

She eyed a rocket standing up in the corner and considered bringing it, just in case they were harassed by a patrol passing overhead when they finally were on their way, but decided against it. She and Spike were aware of the air patrol's schedule. It was so painfully predictable that she almost felt embarrassed for them. Besides, if they were to be discovered en route to the once-lustrous apple orchard, shooting another patrol out of the sky was a death sentence for sure. It wouldn't matter if it was just the three of them or a small battalion, she would send a full squad to go after them.

The door creaked open, catching Rarity's attention. She figured it was Spike and continued inspecting their stockpile, levitating some of the more powerful hoofguns and smaller automatic weapons in front of her before determining whether or not to bring them. They were mainly for her, as Spike was a living flamethrower and had no real need for any firearms, though even he couldn't deny that their extreme long range were extraordinarily useful.

From time to time, he'd catch himself shooting them when he was still on the battlefield with the two mares that meant more to him than anything else in the world. Not only that, his speed and agility in the air, even with his mechanical wings, made it rather difficult for their enemies to even hit him before he would light them up. There were some battles where his presence alone was enough to turn the tide of battle in his squad's favor.

"Alright Rarity, they're taken care of. I got all the guns, too. I know how much you like these two in particular," Spike said as he approached her. She took them from his claws and placed the two powerful revolvers she originally brought with her gently into the box, doing her best not to scratch or scuff them.

"Thanks, sweetheart. I'm almost ready myself. Do you happen to remember how much cider is left at the farm?"

"I don't think all that much. It's a good thing the stuff can keep for so long. Maybe four or five barrels if I remember right," Spike recalled.

The cellar at Sweet Apple Acres had been slowly emptied over time, the barrels of Applejack's world famous apple cider moved into the abandoned house, to make room for a hideout. There had only been about ten barrels left in storage when everything went to Tartarus and the Apple family no longer had a reason to make more. There were much bigger problems going on than making sure everypony had a drink in their hoof.

Rarity tapped her chin and squinted in thought, "Well, I can't imagine we'll go through a whole barrel while we're there, but it couldn't hurt to bring some water just in case. We do still need to ration A.J.'s cider. I'll grab a few cups for the trip if you'll fill up a couple jugs for us." She levitated three gallon-sized plastic containers from one of the shelves in her former dressing room.

Spike took the cartons and stepped outside, making his way to the shallow river that ran near their home. It was about the only thing that remained relatively clean after Ponyville had been abandoned and the water was thankfully drinkable. Keeping an eye out again for any incoming trouble, he filled them up as fast as the river allowed and returned to the shop, setting them down just inside the door. Rarity was just finishing wrapping a few plastic cups in a blanket and placing them in the supply box. She brought it over to the door and set it down, going over a mental checklist and making sure she wasn't forgetting anything.

"We need to get going soon. I think we've got everything. Of course, I'll probably remember something half way to the farm. Isn't that always the case?" the unicorn chuckled.

Spike smiled at his lover's joke and glanced over to Rainbow Dash's unconscious body. Rarity followed suit and then looked over the dragon's form. "You're sure it won't be too difficult carrying the both of us?"

The scaly lizard smirked, "Come on, babe, you know the biggest guns in the room," he flexed his arms, "are right here."

She rolled her eyes and giggled at his antics, smacking him playfully. Even though Spike was much older than the last time he had seen Rainbow, and had been through a lot on the front lines, he was still a child at heart. Given how long a dragon could live, in a way, he was literally still just a kid.

Spike walked up to Rainbow and lifted her into his arms, carrying her over to Rarity and the waiting supplies. Once he set her down on the floor, he laid on his stomach and Rarity hoisted herself onto his shoulders, sliding herself onto the center of his back between his metal wings. Even after so long, feeling the cold steel brushing against her coat was unsettling. She had always wished there was still enough justice left in the world so that Spike could have finished the job Pinkie began so long ago by taking the horrific burn left on her neck and covering the rest of her body with it.

The ivory unicorn laid Rainbow on the dragon's shoulders in front of her after a moment of struggle. She glanced at the hideously oversized feathered wings on her friend's back and tried to caress them in spite of the barrier. 'What in the world happened to you, Rainbow, and your wings..? Luna help us,' she thought to herself, doing her best to prevent her angst from raining down her cheeks.

Rarity lifted up the supply box and laid it gently on Rainbow's back. The barrier would have prevented the pegasus from feeling anything, even if she was awake, though it wasn't that heavy to begin with. She pressed a hoof on top of the box firmly so it wouldn't fall to the ground while Spike was flying them to the apple orchard. Meanwhile, Spike grabbed the water-filled jugs, ready to depart. The door glowed a light blue and opened just enough for Spike to stick his head out and scout the sky once again.


He stepped outside and the door shut quietly behind him, its hue disappearing. With a twitch of a muscle, the rotors turned his alloy wings, bringing them parallel to the ground. The triangular panels attached to Spike's body released a set of three-sided, slightly smaller plates, designed to fit snugly inside their predecessors, and from those plates another pair sprung forth. The six similar sheets of metal were extremely thin, the pieces attached directly to his body only half an inch thick. However, they were built to be durable, and almost appeared to wobble slightly as they moved. The final, long wedge of metal extended out as far as it could, only partially hidden inside the previous panel. After only a second, the process was complete and the panels locked themselves into place.

With a few hard flaps, Spike and his passengers were airborne. He was surprisingly fast, despite his new wings weighing noticeably more than his original ones. At the speed he was going, it would only take a few minutes to get to Applejack's old cellar. They stayed as low to the ground as possible, skimming just barely above the tops of the houses. If Rarity's legs had been long enough to dangle below his sides at all, she could have brushed them against the hay that made what was left of some of the roofs.

The unicorn kept watch intently as they traveled. Other than the sickening reminder half-hidden behind the horizon, its orange glow polluting her vision, all she saw was an empty sky above. She breathed a heavy sigh of relief.


Rarity remembered the first time she had been forced to hide at Sweet Apple Acres since she gave up on the war, and in a way, herself as well. Spike had been the only thing keeping her sane these past four years. All the love and devotion he had given to her kept her strong and, for her age, beautiful. She still went out of her way to pretty herself up for him. It made them both feel like there was something left to hold onto.

Unfortunately, the trees that filled the orchard hadn't been able to say the same in quite a long time, and no amount of attention was going to restore them. They sat naked and withered in the fields, a sad, grim reminder of better times.

Compared to the rest of Ponyville, Applejack's home had looked in reasonable condition. The windows were still boarded up, the paint chipped and peeling, layers of dust covering every surface, but there were only minimal holes in the wall and the roof was intact. The furniture inside had sat undisturbed ever since the property was vacated until a small group of soldiers was instructed to use A.J.'s old cellar as a recon point at the former farm pony's own suggestion. The farm had been forgotten about, they didn't need much space, and being underground made it easy to avoid most forms of detection.

Spike landed beside the swinging cellar doors surprisingly gently, despite his size. The sections of his steel wings unlocked and slid into each other with a whir, the base folding toward the ground and coming to a rest comfortably against the dragon's side. Rarity set their box of supplies on the ground and climbed off his back. Digging her hooves in, she strained as lifted Rainbow off of Spike and laid her down gently. The door glowed and swung open.

"Here, let me take those," Rarity offered, magically taking the water jugs from Spike's claw. "I can't quite lift as much as I used to and Rainbow's pretty heavy for me. Could you carry her in for me, please?" The box floated up and followed alongside the water as the unicorn carried the supplies downstairs. Spike carefully hoisted Rainbow up and brought her in. Rarity left the doors open for just a hint of light as they set things up.

The room itself opened to the right upon entering. The cellar didn't have any cider left inside; all the barrels were moved into the house to make room for the equipment that had been set up long ago. A small conference table with a map was in the center of the room. To the right of said table was a radar station, communications area, and a small generator that had been modified to be operable through magical means. Directly to the right upon entering the cellar were three trunks and a six-foot tall cabinet.

The cabinet, which was furthest left, contained ammunition specifically arranged so the various types wouldn't get mixed in with the wrong weapons. Old but still useful medicine, camouflaged clothes in shades of greens and browns, and some dried food packs, various manuals and small, lightweight forms of entertainment such as cards and books could be found in the three trunks, from left to right respectively. Hanging on the wall above the trunks were numerous types of firearms, hoofheld and automatic. A stove, refrigerator and small dining table had been moved from the house to the cellar and placed against the wall opposite the entrance. In the corner between the table and radar were some piles of hay to sleep on, brought in from the barn on property.

Rarity set the box by the trunks and placed the water in the fridge while Spike set Rainbow down on the hay mattresses. The unicorn trotted over to the generator and focused her energies. It sprang to life and all the electronics turned on with lights flickering, screens glowing, and gentle hums emanating from the machines. She flicked the light switch on and closed the cellar doors, locking them shut.


Spike and Rarity found that all the instruments were still in working order after a quick but thorough check. It also helped that about ten minutes after arriving, two small green dots blipped on the radar screen. They came from the northeast, flew overhead and turned around a moment later, according to what they observed. They prepared their weapons, just in case there were foot soldiers on the way. Fortunately, they never came, the doors remained unmolested and quiet.

Rainbow's shield had finally vanished entirely and Rarity was able to give her a sedative. It had been long since its expiration date, but on the rare times that Rarity was ill and needed rest, it did the job well enough. She hoped that it would work on Rainbow and keep her asleep for a day or two so whatever was making her scream like crazy would have gone away.

Aside from keeping an eye on radar and listening in for any communication, there wasn't much to do. The place hadn't been stepped inside in at least six months and was incredibly dusty. Even with the war going on, Rarity had still despised her surroundings being unkempt. Living at the Boutique for the last four years in its condition was nearly unbearable for the unicorn, but she knew she couldn't tidy it up without giving themselves away. Unfortunately, there were no cleaning solutions or paper towels in the bunker to help her clean the place up. With the air wreaking havoc on her sinuses, it was going to be a long few days.


Other than routine patrols waking the radar and the rare chatter from the radio, the next two days went by uneventfully. The communique they overheard was unfortunately not very useful, otherwise she may have considered getting in touch with the command center. It had been a couple years since she got in touch with them for any reason, and even back then, she was reluctant to do it. Just thinking about bringing them back into her life, even for a necessary moment, caused painful memories to leak to the surface of her mind. Having to actually speak to somepony would have opened the whole floodgate, and Rarity wanted to avoid that.

Rainbow had started to come around late in the second day. The amount of sedative Rarity had given her would have normally kept her out for at least another two or three days, but they had been expired. She was lucky that the chromatically maned pegasus stayed asleep as long as she did. Rainbow groaned loudly and rubbed her hoof across her face, her eyes still heavy thanks to the drug.

"Rainbow!" Rarity cried out, rushing over to see her. Spike looked over her shoulder, grateful to see the flier conscious again.

Her vision was still a bit blurred. Rainbow saw a white figure in front of her that sounded like Rarity. She blinked a few times and her eyes cleared up. Her intuition was correct, and the white unicorn came into view. A purple dragon stood behind her, smiling as Rarity was, happy to see the cyan mare alright.

"R-R-Rarity? W-What happened?" Rainbow asked, shaking her head free of the cobwebs. She looked around and saw the bizarre room around her. All these gadgets looked like a warped version of the stereos that Vinyl Scratch would use for her shows.

"Where am I?" Her glance landed firmly on the unicorn. Rainbow noticed the greying mane and small wrinkles under her eyes, her own suddenly widening in confusion. The purple figure behind her friend grabbed her attention away for a moment before returning to Rarity. Whatever effects the sedative had on her were wearing off in a hurry.

"What's going on? What is this place?! How did- oowwww!" Rainbow shrieked as she flapped her wings, trying to get off the ground. She spun her head, wondering why she was hurting. She had been too distracted the last time she felt the stabbing pain and wasn't aware of what shape her wings were in.

"What happened to my wings?!" Shaking and breathing heavily, panic started to overtake her. She stared straight ahead, a million things racing through her mind, her thoughts unsure of where to go.

"Spike, get another sedative ready just in case," Rarity told her companion. "Rainbow, look at me."

The pegasus continued to stare vacantly.

"Rainbow!" the unicorn yelled, finally grabbing her attention.

"W-W-What's- ?"

"Rainbow, relax. You're with friends," Rarity said soothingly, caressing her friend's cheek.

The young mare's stomach was turning. She tried and failed to hide the fear that was coursing through her. "Rarity, what's going on? What happened to your hair?" She glanced at the dragon, "Is.. is that Spike over there? What happened to him? What's going on?!"

Rarity gently put a hoof on her lips, "Shhh. Rainbow, I.. what I'm about to say is going to be a shock to you, and there's no easy way for me to explain it, so I'll just come right out and say it." She sighed sadly and looked her friend straight in the eyes.

"We haven't seen you in over forty years."

Chapter 6

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'We haven't seen you in over forty years,' it repeated in Rainbow's mind. Her pupils shrank to pinhead size and her heart nearly stopped. She laid frozen on the hay, her mouth having fallen open in horror.

"Wha.. h-how is.. I.. I... ", Rainbow mumbled as she tried to speak.

"Darling, where did you go?!" Rarity asked. "We started to think after a while that you were upset with us, or with something at least, but nopony could come up with anything that made any sense. We were all worried sick about you. But, how in Luna's name haven't you aged?"

She had no way to answer such questions. She hadn't gone anywhere. "Wh-When was the last you saw me?"

"We never forgot. It was the day you performed your Rainbow Ring. Oh, that's right, you didn't have a name for it yet," Rarity realized.

The pegasus cocked a curious eyebrow at mention of the event. "You mean when I caught my own rainbow trail?"

A small grin graced her lips and the unicorn nodded, "Yes. For what it's worth, it was absolutely incredible."

She briefly smiled with pride herself, happy that she was able to complete her worldwide stunt, but the joy quickly turned to depression. If Rarity said was true, she had missed out on so much that she didn't know how to get back, if it was even possible. Growing old with her friends and maybe seeing them start their own families, seeing the Crusaders turn into wonderful young mares, maybe watch Scootaloo fly for the first time, getting into the Wonderbolts and living the dream.. it was all gone.

Rainbow sunk her head into her hooves and sobbed loudly. Rarity caressed the mare's neck softly, trying to ease the pain. She didn't think she would be able to until her cyan friend had come to terms with her situation, but she wanted still wanted Rainbow to know she was with ponies who cared about her. Spike joined the two ponies on the ground and held Rainbow's hoof tightly. He and Rarity couldn't begin to imagine how lost she was feeling, but their eyes still teared for her, sharing her pain.

How could they really? Only recently, she was racing around the globe, setting new speed records that would likely never be broken. Then, she's being attacked by these crazy looking flying things over a suddenly rundown Ponyville before blacking out a short time later. Now, she was sitting in a strange room with a bunch of flashing lights and whirs and buzzes coming from some weird looking.. things.. in front of her and a bunch of metallic whatever they were with holes coming out one of their ends on the wall. She couldn't even begin to figure out how to describe anything that had happened to her that would have made any sense, even to herself.

"You.. you don't have any idea what happened, do you?" Rainbow looked up and asked, tears running down her cheeks and landing in the hay.

Her ivory leg dropped heavily to the floor and she shook her head, "I'm afraid I haven't a clue. I'm so sorry, dear."

Rainbow sadly hung her back head, letting a salty tear slide into the corner of her mouth. She didn't care enough to respond to the bad taste.

The radio's speaker crackled to life with some fuzzy chatter, catching the group's attention. The dragon walked over and sat down in front of the communicator. He twisted a knob on the control panel, trying to clarify what they were listening to, and turned another, increasing the volume. The static whined and squeaked as Spike honed in on the frequency.

It was likely another one of the patrols overhead, based on what he could make out once it was clear. He checked the digital clock to his left. It was still accurate thanks to its internal memory, despite not being operated in months before they arrived a few days ago. 8:03 PM. Yep. More or less right on schedule.

"What is that thing?" Rainbow said, the distraction lessening her misery, even if only temporarily.

"It's a radio tranceiver," Spike turned and said. "We use it mainly to listen in on planes when they scout nearby, see if we can get any intel we can use while we're hiding here."

Spike's answer did nothing to satisfy Rainbow's curiosity. In fact, she was now ten times more bewildered than before. She tried to ask what he was talking about, but no words came from her confused open mouth besides "Huh?"

Rarity rolled her eyes, "You were attacked by a couple things in the sky soon before you passed out, yes? They had pegasus pilots?"

"Uh.. I guess? I know they popped out of these flying things that chased me," Rainbow explained.

"Those are planes. That radio over there lets us listen to the ponies flying them as talk to each other. If they mention something important, we respond appropriately." Rarity turned to the drake, "Anything useful, Spike?"

'That really is Spike,' Rainbow thought to herself. Based on the dragon's colors, she had originally assumed it was him when she finally got a clear look at him a few moments ago but wasn't completely sure. He was just.. different that what she expected upon hearing the name. She had grown so accustomed to seeing him being half her height that she almost didn't recognize him. And what were those things attached to his sides? Were those.. wings? Of metal?

"No, just the usual crap," Spike clarified. He lowered the volume back down to a near whisper so they could speak in peace again.

Rainbow slowly looked over the room around her, taking in the wild surroundings. The only things she could identify were the kitchen appliances and the two tables in the room. Though she gathered that to her right were some trunks, she couldn't begin to guess what they were there for. Nothing else in the room made any sense to her, so it was safe to assume their contents would be foreign to her as well.

"What is all this? Where am I?"

"You're in Applejack's old cellar," Spike spoke up, sitting back down next to Rarity. "It was used for spying for years before the ponies who were here were called back to base. Everypony's thought Ponyville had been abandoned for a while now, but we've been living there since," the drake and his love looked at each other, "..since we left the resistance. We come here when we think we may be in danger of being discovered. It's worked so far."

The depths of her confusion and curiosity continued to grow as she learned more, "Resistance? What are you talking about?"

"Rainbow, we're at war," Rarity stated bluntly. "Well, they're at war. We've been here for about four years now. We don't want any part of it, but now, since we've managed to anger both sides of this conflict, there's no sense in us trying to make friends again. We have each other, and that's enough for me." Spike leaned over and affectionately rubbed his forehead on hers, their eyes getting lost in each others for a moment.

"War? With who? What happened?" Rainbow demanded to know.

The couple's attention was torn from each other and they looked away, glaring angrily and sneering. Rarity finally sighed, "Given that you were the Element of Loyalty, I doubt you'd believe us if we told you. I can't stomach thinking about her or even saying that despicable mare's name."

"Me either," Spike added.

Rainbow snorted in annoyance, "Can you tell me anything? Don't give me names if you don't want to."

The unicorn closed her eyes with a similar level of annoyance and sighed, silently wishing she didn't have to go into it. "Fine. Long story short, somepony who was once very important to us got a ludicrous idea in their head after a couple unfortunate events and turned on us."

"And all these gizmos in here?"

Another question involving her. Rarity and Spike grinded their teeth. "She got her hooves on something that had all sorts of information about things like this. This.. source, whatever.. was only useable, and frankly, understood, by our former commander and his assistant, the current one. They're the only reasons we even have this technology to begin with. Even after they explained everything, I still don't know how most this stuff works."

"We were shown how to operate these things and fix them up. Only the smartest ponies could understand how they actually worked. Like Twilight," Spike said heavily. His white lover lowered her head solemnly at the mention of their friend's name.

Rainbow noticed how depressed they had suddenly become after being ready to punch something a second ago. "What's up with Twilight? You look like somepony just.. " She stopped herself when the possibility hit her. "She's not dead, is she?" she asked, fearing the worst.

Rarity sighed, almost at the verge of tears, "No, but she may as well be. She was hit in our last battle together by," she sneered again, "Blueblood. She lost a lot of blood and slipped into a coma. We have no idea if she's come out of it since we left."

"Blueblood?! I'll rip him apart!" Rainbow slammed her hoof on the floor.

The unicorn sniggered with an almost evil little smirk, "Don't worry about that. I took care of that piece of shit."

Her choice of words would have floored Rainbow if she wasn't still laying down. She would never have imagined a 'lady' like Rarity to be so crude. She almost felt a little proud that her white friend had loosened up a bit.

"Listen, Rarity, Spike.. I don't know what's going on. But, if there's anything I can do to help, I want to," Rainbow said, determination written on her face. After everything they had told her about what was happening in Equestria, she couldn't lay there feeling sorry for herself anymore.

The lovers looked at each nervously and back at Rainbow. "You're sure you want to?" Spike asked. "Things are a lot different than they were forty years ago."

"Yes. I am."

They thought deeply in silence for a moment. In their current position, Rainbow wouldn't be of any use. She has her youth and agility though with her wings in the shape they were in, she wouldn't be able to fly any time soon, provided that flying hadn't basically become a death sentence.

"Well," Spike finally spoke up, "we could bring her back to.. the command center. I'm sure they could find a use for her there."

"Spike, no! We can't go back there! They'd lock us both up, you know that!"

"Then I'll go. Maybe they'll be lenient on me if they don't see you there. Besides, ponies are still terrified of my flame breath anyway, if it ultimately came down to it."

"And you'd be giving them perfect reason to execute you if you had to use it on them for any reason!"

He sighed, defeated. Despite their bickering, he knew Rarity was right.

"How about I just drop Rainbow off outside then? As long as I don't go inside.. ?" he suggested.

The unicorn smirked uncertainly. "I.. suppose that may work."

"Well, come on then! Let's get going!" Rainbow insisted. "Where is this place anyway?"

"It's hidden in Ghastly Gorge, inside the caves where quarry eels used to live. They turned tail and ran off to who knows where when we showed up with our weapons," Rarity explained. "It seems a bit cruel, yes, but we needed to hide, and the river through the gorge provided us with water and the caves had minerals we needed. It was the best place to go."

"If I'm going to take her, we need to start getting ready. Wouldn't be a bad idea to take a couple things too, just in case we run into trouble on the way there."

"Like what?" Rainbow asked.


The rusty hinges on the barn door creaked loudly as Spike slowly pushed it open, kicking up a cloud of dust that swallowed the empty space in the long-undisturbed building. The heavy air made the trio cough as they stepped inside. The barn was just as beaten up as the rest of the structures on the farm thanks to the lack of care. Spike closed the door a bit too hard behind them, causing a loose board to fall from the ceiling above the indoor balcony and land with a loud clack.

Swatting the dust away, Rainbow saw that the barn itself was mostly empty, save for the hay on the ground, a rusted out tractor, a few empty saddlebags on the walls by the door, and some more what she assumed were weapons on the walls as well. These were different from the ones in the cellar though. They were similar in shape much larger and longer than the others.

Her friends named off some of them for familiarity: M-60, AK-47, AR-15, and various 'sniper rifles' as Rarity called them. Those had exceptionally longer shafts than the others and what looked like small versions of the telescopes that Twilight had in her library sitting on top of them. Rainbow had no idea what the letters and numbers meant, but stayed silent anyway.

There were more trunks like in the old cellar sitting on the ground with what was revealed to be what they called 'ammunition' inside them. This 'ammunition' was in the laid in the cases in multiple layers. They looked to be individually longer than her hoof was wide, but they were also barely thicker than a pencil.

She lifted some up to her face and inspected the curious objects. What good did these things do? Sure, the pointy ends looked like they could annoy somepony, but it wasn't like the Royal Guards' spears where you could impale somepony on it. But, Rarity and Spike were more familiar with them than she was; if they said they were lethal, then they were lethal.

"Ah, here we are. This should work against any patrols we run into," Spike said, finally finding what he sought.

At his feet, in the open chest, sat a long metal tube with a pair of handles on one side that was almost as long from front to back as Rainbow was. Beside it, in their foam mold, were four small, olive green hoofball-shaped things with tiny tails on one end.

"This is called a rocket launcher, Rainbow," Rarity said.

"And those small things are the rockets?"

"Yes! Good! You're already catching on!" the unicorn bounced.

Spike picked up the launcher and held it up to Rainbow. "Here, let me show you how to use this. You'll be riding on my back and I can't use it. I can't aim it properly since I'm too big for it, but you can. It was designed for ponies after all."

Rainbow took it in a hoof and stared at it vacantly. This was going to be interesting.

The drake lifted the rocket launcher onto Rainbow's shoulder and pushed her head gently against its round side. He pointed to the small circular piece sticking up at the far end of the tube.

"You aim through this here. Hold it in place with this," he moved her hoof to the handle in the front, "and pull this trigger here to fire," he instructed.

"Be sure to keep your hoof off the trigger until you're ready to shoot, too. An accident with this will kill you," Rarity added.

Rainbow stood on her hind legs and pointed her new toy around the room, getting a feel for how it was supposed to work. It was certainly different. Spike and Rarity normally would have ducked out of the way, but it wasn't loaded.

"Where do the rockets go?"

A light blue glow picked up one of the projectiles and held it near the front of the weapon. "You insert it here, darling. It'll click into place when it's ready."

"Anything else I need to know?"

"Ah, yes," Rarity continued. "If you do happen upon some planes after you, shoot ahead of them, not where they are."

This was suddenly getting a little more complicated than Rainbow hoped. "How will I know where to shoot at, though?"

"Trial and error, really," Spike said. "But we only have four of those things, so be smart with them. It'd be pretty much impossible for us to get more. Anyway, let's get going. It'll take us only a couple hours to get out there, maybe, but we can't afford to waste too much time."

"Couldn't we just wait till it's dark?" the pegasus asked.

Rarity smirked unhappily, "That's a bit of a problem, Rainbow. It's.. exceptionally rare when the sun goes down or the moon comes up anymore. We haven't seen night in, what? About four months now?"

"What? But, why doesn't Celestia- "

"Don't you ever say that name!" Rarity shrieked at her, pointing angrily.

"Rarity, relax," Spike soothed. "If she didn't know what any of this stuff was, she couldn't have known the rest."

The unicorn took a deep breath and recollected herself, "You're right. I apologize, Rainbow Dash. I shouldn't have blown up like that."

She was still leaning back frozen in fear and confusion thanks to her friend's sudden outburst. "Uh, sure, no problem. So, why doesn't.. uuh.. well, you know?"

Rarity bit her tongue, not wanting to scream at the confused pegasus again. "I'd rather not get into it. Too many memories I'd like to forget. The commander will explain everything once you get to the base."

One of the saddlebags floated its way onto Rainbow's back, causing her to wince in pain a bit when it brushed against her wings. The rockets soon followed, pointed tail end up. Spike opened the barn door and peaked into the sky. Empty. Good. He laid on the ground when he was sure it was safe and Rainbow climbed onto his back.

It was a bit awkward with the rocket launcher in her hooves, but she managed to get settled in. The whole ordeal was more than a little embarrassing for her. The world's greatest flier reduced to riding piggyback? She suddenly understood why Scootaloo was always so miserable about being unable to get off the ground on her own.

Rarity walked over to the drake and they kissed passionately, their tongues dancing together in each others' mouths. Rainbow watched in surprise for a moment before turning away half-embarrassed, but still curious enough to sneak a quick peek. A small, sly grin snuck across her cheeks. She and the others had known about Spike's feelings toward the prissy unicorn for a while. She felt happy for him that he had finally won her heart. They broke their kiss and rested their heads together, staring lovingly into each others' eyes.

"You be careful out there, Spike. I don't want to lose you, too. You get her there and come right back home, you understand?" Rarity pleaded with tears forming.

"I will. I promise," he whispered, caressing her cheek softly.

"I love you, Spike."

A single tear quickly fell from each of her eyes.

"I love you too, Rarity."

The dragon stepped outside into the open air. His mechanical wings sprang forth and locked into place.

"Spike, wait," Rainbow said. She turned around to look at the unicorn. "I don't know how I vanished for forty years, but, well.. it was nice seeing you again, Rarity."

They smiled at each other. "You too, Rainbow Dash. Good luck."

The pegasus nodded and Spike took to the sky with a powerful flap of his wings. With an audible 'whoosh', he was gone. Rarity magicked the door closed and plopped her rump miserably onto the ground. She covered her face and cried into her hooves.

"Please be careful, Spikey Wikey."

Chapter 7

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Spike and Rainbow sped west over the treeline of the Everfree Forest, his feet and flapping mechanical wings almost grazing the still living branches that stuck out. After seeing how barren and dried up the farm looked, seeing the Everfree still relatively strong was surprising. Even with an overall lack of direct sunlight and no rain in many years, it showed few signs of ruin or decay. The creepy ecosystem really did seem to survive, and even adapt, without anypony's help.

"It's weird," Spike said as they flew over the forest, "we would sometimes go looking for things to eat in there when we'd have to come hide at the farm. We always found enough to live off of, and we haven't seen any wildlife for a while. I guess all the fighting scared them off."

The forest seemed to stretch on for miles as they stayed as low as possible. Rainbow and her friends had always chosen to go around the forest if they could in the past whenever they had some fun activity to do that involved going anywhere near it. The pegasus was amazed at how far the Everfree continued.

"So, Spike, you finally did it, eh?" Rainbow smiled.

"Did what?"

"You hooked up with Rarity! Way to go, squirt! Well, you're not much of a squirt anymore, but you know what I mean."

His round purple cheeks turned a bright shade of crimson. "Heh, yeah. We've been together for a long time now. Been the happiest time of our lives, even through all the fighting. I just wish things would have come together under better circumstances."

"What do you mean?"

"Well, you know, without the war around us and all," Spike clarified.

"Yeah, true. So, how'd you do it?" Rainbow prodded.

The dragon grimaced a bit and looked away, clearly shaken up. He remembered the unfortunate event that led the love of his life becoming one with him, but he didn't like to think about it. It was the only thing he'd have changed if he could live his life over again. He checked overhead to find an empty sky before he began his story.

"Well, over the years, I think we steadily grew closer and closer, but neither one of us could really bring ourselves to say anything. It could have been because open relationships weren't encouraged back at the base. Could cause a distraction and all. But, I think we were also just nervous.

"Anyway, Rarity, Twilight and I were the leaders of the resistance's most elite squad. If a battle needed to be won, they'd send us, and there wasn't anypony we couldn't handle. The commander would always tell us she wished she could make a dozen copies of us, that the war would be over in a week!" Spike said with a chuckle.

"Who is the commander anyway? Anypony I know?" Rainbow inquired.

"I think so. You know Derpy?"

If Rainbow was safely on the ground, she would have fallen over. "Derpy?! The same scatter-brained, googly-eyed Derpy who everypony had to constantly clean up after?"

"Well, it used to be Time Turner. At least, that's what we all knew him as. His real name was The Doctor. He told us all about himself and what we were up against after the war broke out."

"The Doctor? Who? And what kind of name is 'The Doctor'?"

"Yeah, I doubt you'd know him. None of us knew much about him. He wasn't an actual doctor though, it was just his name. I don't get it. Anyway, he liked to keep a low profile. Derpy can explain why better than I can. She was his assistant," Spike explained.

Rainbow cocked an eyebrow curiously, "Why can't he tell me?"

He paused for a moment as small wave of sadness hit. "Because he was killed years ago."

The pegasus hung her head regretfully, "Oh.. I'm sorry."

"Eh, you couldn't have known. Oh, by the way, if you really believe what you said about Derpy, then she did her job pretty well," Spike smirked.

"And what job would that be?"

"Keeping a low profile," he said with a sly smile.

"Uh huh. Anyway, you never finished telling me what happened with you and Rarity. Spill it already, big guy!" Rainbow said with a friendly little jab into his neck.

He giggled at the reminder, despite not wanting to refresh the memory of the events that occurred, "Oh yeah. Well, we were growing closer and more nervous. We were fighting on the edge of Ponyville one day, near where the train station used to be. We were pushing through easily enough. Me, Rarity and Twilight were there, as well as Pinkie's little squad."

The pegasus blinked in surprise, "Pinkie's in charge of a squad?" How the hyperactive party animal could be in charge of anything more than the Cake twins from long ago was beyond her.

"Yeah, she's incredible. I don't know they do it. Maybe you'll meet them at the base," Spike gushed. "Anyway, she was there too. We saw her and threw everything we had into the fighting. We figured that once we routed them from the train tracks, we could follow them into Canterlot and take the city and that would be it.

"But, she stood there smiling at us the whole time. We weren't prepared in the least for what happened. The war had officially broken out about eight years before that. We saw plenty of victories and some losses on the battlefield. We thought we were on the verge of ending this, but then they came," Spike explained.

"Who's 'they'?"

"The planes," the drake said with sinking spirits. "There was only about six of them, but we still had no idea what they were. They flew over the mountains and massacred us. How any of us got away alive, I don't know. They made me their first target. I did what I could to dodge them, but I had no idea what was coming at me.

"Some lucky bastard tore through one of my wings with their guns. Got me a few more times in the stomach and chest too. I crashed on the ground, thought I was done for. Twilight and Rarity ran over to me, got me under a shield."

Spike sighed softly as he continued, "Twilight ordered a full retreat and we abandoned Ponyville completely. I wasn't as big as I am now, so she was able to carry me back to base. They got me onto the operating table the instant I got there. They were able to save me, but with one of my wings destroyed, I figured I wasn't going to fly again.

"Fortunately, The Doctor had given the surgeons some information about this stuff called biomechanics. Flesh and metal together. There were plenty of ponies with replacement legs and some pegasi even had new wings and eventually were able to fly with them again. Took them a long time to do it, but they could. They drew up some plans for me and crossed their hooves.

"They told me they had to remove both wings so I could keep my balance after I was all fixed up. Was in surgery for most of a day getting the bullets removed and my old wings removed. After they built these babies," he said, thumbing to his steel appendages and checking around again, "it took half of another day to get them attached. They're not as streamlined as pegasi wings, since they never expected to have to make these for me, but they do the job."

She looked at the mechanical marvels as they flapped in the wind. They were some age marks and scuffs here and there, but their design was unreal. It was hard for Rainbow to imagine how metal could keep something flying in the air.

She thought for a moment about the planes that attacked her when she found Ponyville a few days earlier and wondered how in Equestria simple pony folk could literally construct such a thing. The most advanced technology she remembered they had were a hydroelectric dam and a stereo system that Vinyl Scratch had used at the Royal Wedding. If she was missing something, she was having a hard time remembering it.

"They are pretty cool, but you still haven't told me how you and Rarity got together. Plus, how are you even able to flap these things anyway?" she reminded the drake.

"I'm getting to all that," Spike smirked. "Anyway, Rarity sat with me as much as she could, even through the surgery. At least the doctors told me that. After I was shot down, most of it's a blur. I woke up a few days after I was put back together and she couldn't keep her hooves off me. We were so happy to see each other face to face again after that ordeal that we finally just came out and said what we had been wanting to say for so long.

"As far as the wings go, it's pretty incredible. The Doctor gave the brightest surgeons we had this stuff about.. oh, what was it? You know about nerves and muscles and stuff, right?"

"A little. I know it hurts when something like this happens to you," Rainbow said, nodding at her own enormously muscled pair.

"OK then. Well, he showed them some documents he had about connecting tiny wires to your muscles and nerves and training yourself to move them just by thinking about it. It takes a lot of practice and time. It's not like magic though. Just some amazing science," he explained.

"How in the hay do you do something like that?"

"That's even more amazing!" he continued. "He helped some of his top minds put together this device that could see the tiniest little things way up close. Stuff you can't see with your eyes. Think it was called a microscope. They used it to help attach these wings to my nerves and muscles and stuff, as well as the other ponies who had similar metal things. It took me almost ten months of trying to make them move on their own before I could even get off the ground for a second. But here I am!"

Despite being side by side with the proof to his story, Rainbow sneered in disbelief, "That all just seems so outlandish to me."

"But the rockets make sense?" Spike sarcastically asked.

"Hey, Pinkie had a Party Cannon."



Spike and Rainbow had been gliding several feet over the trees for about an hour before they crossed the threshold beyond the Everfree Forest. It was a wasteland everywhere the pegasus looked. Even the ground had wasted away, drying up into dust and cracking. The air itself was even miasmic as they sped by. An occasional brown puddle of what used to be water in a stream reminded them of what the land was once like. Every once in a while, what appeared to be the remains of a pony stuck out of the soil.

As they chatted about events of Spike's past, they remained unfortunately unaware of a pair of spies flying high overhead that happened upon their location. He looked to be no bigger than half an inch long from their height, but his large metal wings gave him away.

"Hey Maverick, which is the closest base with air support around here?" a light orange pegasus asked into his mic.

"I believe that'd be San Palomino, Afterburner," his white coated partner replied.

"I'm gonna call this in," Afterburner said, hitting the red button to his right. "Units 105 and 106 to San Palomino base, do you copy?"

Their headsets crackled and whined to life, "This is San Palomino, 105 and 106, go ahead."

"Requesting back-up approximately twenty miles north-northeast of Ghastly Gorge. You're never going to believe this, but we've spotted Spike," Afterburner responded.

A beige earth pony mare with a long, light brown mane and tail pulled her headset off her ears, placing them around her neck. She turned around on her short bench to better address her superior. "Colonel, you need to hear this."

The aging former showpony trotted with angry purpose to the radio. Trixie and her troops had been assigned to watch the southwest from a desert base and it had started to drive her a bit mad. Nothing interesting ever seemed to happen there, but she still had a job to do.

Though Trixie didn't agree that their leader take a powerful offensive weapon like her off the front lines and put them in an overgrown sand trap, the old mare wasn't going to challenge her superior. The resistance had taken most of the northwest and she didn't want them to get their hooves on Applewood and Los Pegasus. It made for a excellent base of operations to prepare for an assault on their strongholds when the time came and couldn't afford to be lost.

Trixie levitated the headset up to her ears and spoke up. "This is Colonel Trixie, what's going on?"

"Colonel Trixie, this is 105 and 106. We have a confirmed sighting on Spike about twenty miles north-northeast of Ghastly Gorge. Requesting back up," Maverick said.

Her eyes widened in shock, "You see Spike and Rarity?! You're sure?"

"Doesn't appear to be Rarity with him, ma'am. Don't see anything white sitting on him. Looks to be a different pony on his back, but we're too high up to see them clearly. We're keeping our distance until we get some help."

The Colonel grinned maliciously as thoughts of a defeated dragon entered her mind. The idea of real power was what originally turned her on to fighting for her commander, but if she brought down what used to be the terror of the skies and presented him as a gift to her superiors, it'd be guaranteed that she would be made one of the leaders of the land, should the war be a victory. Perhaps she could convince General Tiara to put his head on a pike and use it as a war banner. It would be so effective against those who have been fighting their leader's vision of peace using the one thing that always worked to bring it about.


"I'm sending two more planes to assist you immediately. One other thing, let me know who this mystery pony is. If they're riding Spike, they probably know Rarity too. We could use them to get to her, and through her, their home base," Trixie said.

"ETA on reinforcements, Colonel?"

"Just a sec," she requested. The headset stayed in place, surrounded by her dark pink glow. After a quick glance over the map laid on the table in the center of the room, she sat it back down on her head.

"About seven minutes. I have an idea though. Get his attention and get him to chase you. Lead him toward the base here and you should be able to meet up a bit sooner. Then, take him down! Just try not to get his passenger killed too," Trixie ordered.

"Yes, ma'am. 105 and 106 out," Maverick said, turning off the radio call.

Trixie lobbed the headset back to the beige pony and stomped over to the communications panel beside the radio, picking up a large microphone with her magic. The small button on the mic stand pushed itself down.

"All pilots report to the control room immediately!"

Within a minute, thirty pegasi in light blue uniforms had arrived and saluted the Colonel. She pointed at a light purple stallion with a blonde mane. "You and your partner head to the Ghastly Gorge area, approximately twenty miles north-northeast of it. Units 105 and 106 are up there tracking Spike."

A chocolate colored pegasus with silver colored hair looked at his partner at the mention of the dragon. The pilots all knew who he was. Despite being flesh and blood and not quite being as quick as their planes, he had been a menace for years. Even though he hadn't been seen in battle for quite a while, he was still feared.

The nervousness was more than obvious to Trixie. "Is there something wrong?" she asked angrily, not in the mood for excuses. They shook their heads, badly masking their sudden cowardice.

"Good. Now, Spike has a passenger. I want them alive, if possible. Get in contact with 105 and 106 as soon as you can once you're in the air. Now get going! The rest of you, get lost."

The pair dashed out of the room and out to the air field. The other pegasi quietly sighed in relief when the former stage pony turned her back and retreated back inside.


"Well, you heard her. Time to make Spikezilla a little angry," Afterburner said to his partner.

The white pegasus nodded and the pair started their descent. The small purple body near the ground slowly increased in size as they took their time, not wanting to give away their position so quickly. A loud roar from the engines would have surely alerted their enemy to their presence.

On their targetting screens, Spike's form appeared, swaying to and fro and getting larger as they charged at him. The triangles pointing toward his image beeped repeatedly and flickered green.

"Here we go!"

Chapter 8

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With a pull of the triggers, the two attack planes opened fire at the unaware dragon below them. As per their orders, they avoiding shooting directly at him. Four trails of dirt exploded out of the ground in front of Spike, causing him to come to sudden stop, nearly throwing Rainbow Dash off his back.

"Whoa! What the hell?!" He looked up and quickly spotted his attackers barreling down at him. "Ah shit! How did I miss them? Hang on!"

The startled pegasus grabbed onto Spike's neck just as he took a sharp turn up toward the jets, almost losing her grip on the rocket launcher. In response, the pilots pulled up and leveled out, flying to the southwest, leading the drake on the intended chase. Their engines roared with a sudden burst of acceleration.

Spike flapped harder than his passenger expected he could. He kept up with the planes as they dashed away over their heads, but just barely. He caught up to their height, hot on their trails. They had made sure to stay a fair distance away, out of range of his flame breath. May as well not tempt fate. After a few minutes of being pursued, the pilots looked to each other and nodded, their speed waning, allowing Spike to catch up slightly.

"Rainbow, load that thing up and get it ready!" the dragon commanded.

She reached into her saddlebag and pulled out a rocket with her teeth, barely managing to hold onto it through the heavy winds rushing past her. She realized that one slip could mean a long fall to the ground that would probably end up getting them both killed if Spike had to stop chasing his attackers and go rescue her. That made it all the more difficult for her to maintain her balance as she juggled holding onto the cumbersome weapon in her hooves and grabbing its ammunition. Once she was able to get a hoof on the rocket itself, she loaded the launcher as Rarity had shown her, hearing the distinct click that indicated it was ready to fire.

"Got it. Now what?"

"Aim it at one of the planes and shoot, just like we showed you!"

"What'll happen if I hit one?"

"It'll blow up, and if the plane isn't instantly destroyed, the pilot will be killed if he doesn't eject."

"What?!" Rainbow gasped. "You're asking me to kill somepony?!"

Spike turned slightly and glared at her out of the corner of his eye, "Look Rainbow, things are a lot different than you remember, and you saw them shooting at us! They tried to kill us, and if they get the chance, they'll try it again! Now fire that thing!"

Struggling to stay sitting up, Rainbow pointed the launcher at the plane on the right. Once she had it lined up properly, she gulped and took a deep breath. She primed her hoof on the trigger, ready to shoot. But, she hesitated. Her leg trembled nervously at the idea of taking the life of another pony. The thought had never even crossed her mind, whether she was dealing with minor nuisances like Gilda at Pinkie's party or snakes like Discord. She lowered the weapon slowly with tears forming in her eyes.

"Spike.. I.."

"Just shoot the damn thing, Rainbow!"

With guilt in her heart, she pointed the rocket launcher at her original target. After a moment of trying to persuade herself to fight back against an uncompromising enemy, she shut her eyes and shook nervously, finally firing the shot. It veered wildly off course, missing to the far right by a significant distance.

Her eyes still clenched tight, she asked, "Did I hit him?"

"No, but you still shot, so that's good! Just try again!"

A part of her wished she had hit the plane so she get the internal conflict dispatched with. She understood she was just trying to protect them from against a terrible enemy, but she had never fought one that was willing to kill.

She fumbled through the saddlebag again and slid out another rocket, locking it into place. Uncertainty began to creep into her mind again as she took aim.

'Why aren't these guys trying to get away from me?' Spike thought. 'No evasive maneuvers or anything. What's their deal?'

Rainbow was just about ready to squeeze the trigger when the dragon yelled out in surprise as a second pair of planes raced past him, one on each side, not missing their fellow pilots by much. The sudden gust of wind nearly flipped Spike around, almost making Rainbow lose her grip. She thought herself fortunate that his scales were quite a bit worn and thus not terribly slick. She did feel a little irritated that she had accidentally fired the second rocket away before she was ready.

Spike adjusted himself and hovered for a moment, spotting the new arrivals turning back around behind him. The two they had been chasing also turned around, trying to box him in.

"A trap, huh? And I thought this was going to be boring," he said with a smirk. "Hang on tight, Rainbow!"

Spike spun around to face his new attackers and climbed higher into the sky, flapping his mechanical wings even harder than before. His speed continued to surprise the pegasus. He needed to get some distance between himself and the original planes, and the fact that they were turning around gave him slight head start. Getting all his enemies on one side was priority, however. Even with Rainbow riding him and holding on for dear life, he didn't have eyes in the back of his head, and she wasn't as experienced in this type of battle as he was. That could be a liability, so he didn't want to rely on her trying to warn him where they were attacking from the way Rarity used to.

The second group climbed up, trying to cut him off and get in a few good shots. Spike had the better angle and let loose a quick but powerful fiery blast at the noses of their planes as he passed overhead, causing them to back off from their ascent. It was more of a deterrent than an actual attack. While his flame breath could damage the jets, it needed to be in just the right spot or a concentrated dose of it. Their companions slowed their chase and maneuvered out of the way to let the reinforcements collect themselves after the scare and join up alongside them.

"Rainbow, when I give the signal, reload!" he ordered.

With a quick lean right and sharp downward turn, the purple dragon took a nosedive. He flexed his wings half closed and used gravity to speed his fall. The four pilots followed suit, the planes needing to lean only slightly.

"Alright, do it now. On my next signal, aim quickly and shoot, got it?"

"OK!" she said with a tremble in her voice.

Without putting much thought into the situation around her, she grabbed and locked the third rocket in place. Maybe it was panic sinking in. Maybe it was adrenaline. Maybe it was a bit of both. It only took a few seconds to get the rocket ready again, but everything ran in slow motion for her. Spike was still falling fast when she was ready.

She gulped hard, knowing what connecting with the weapon would mean. "Good to go!"

He nodded and spun around slowly, not wanting his plan to be ruined by losing his passenger. Rainbow tightened up and gripped his shoulders with her hind legs as he began climbing again. Above him, the jets were lined up in a single row as they descended toward him.

"OK, let her go!"

She held her breath and took the shot. As the rocket climbed, the closest jet broke away from the pack, then the second. The third just barely dodged out of the way, letting his partner take the hit directly behind the cockpit. The resulting fireball blasted out a violent shockwave that knocked the third jet slightly off course. A few small fiery scraps of metal smacked against the underbelly of his jet as the rest of his former partner's plane fell to the earth in a heap. The dark brown pilot straightened up his controls and barrel rolled out of the way quickly as Spike zoomed by him, taking a swipe at the jet with his claws.

"Nice shot, Rainbow!"

She had just killed somepony. She leaned over carefully and watched the remains of one of the flying assault vehicles plummeting to the ground, a thick black trail of smoke belching from the wreckage. Wreckage that had a disintegrated corpse inside it. Watching the destroyed plane fall shocked her system harder than anything she ever experienced before. This was the world she woke up in, and in that one moment, she realized the true meaning of horror.

"Come on, snap out of it! We've still got company!" Spike called out, seeing her stuck in a frozen, empty gaze. His angered voice shook her out of her momentary stupor.

"Uh.. r-right," she stuttered.

She leaned in as Spike turned and gave chase to the temporarily distracted plane. He was only a length and a half behind it, well within range of his flame breath, and peppered its tail with a long, powerful blast. The fins started to glow a faint red and melt as the fire affected it.

A sudden wave of pain erupted from the top of his tail as a series of rounds grazed off a chunk of his flesh. Rainbow jumped in fright at the sparking ricochets off his wings. The other two jets had outflanked him and were charging hard behind him, their assault cannons unloading at the dragon.

"Grab on tight, I've got an idea!"

She did as she was told and Spike flew straight upwards, spinning around to face his attackers. Rainbow lost her grip on the rocket launcher as they suddenly turned higher into the sky and it fell to the earth. He curled himself into a ball and angled his large wings toward the planes, reflecting the low sunbeams into their eyes, the force behind his sudden climb allowing him to hover in midair briefly. He only blinded them for a second, causing them to momentarily lose control of the planes, but it was all the time he needed.

He was instantly on the back of one of his adversaries and he clawed at the metal like it was tin foil, tearing shards and wires out of the plane's body. Afterburner looked up through his canopy at the purple monster staring back at him as he ripped his jet apart. Panicking, he grabbed onto his eject lever, but Spike was prepared for it, having dealt with this maneuver before. The moment the glass flew off, Spike ducked out of the way and reached over the startled pegasus, slamming him hard back into his cockpit, effectively crushing the life out of him.

Spike let his claws slip as the plane started to fall, grabbing hold of the base of the plane's wings. He sat himself up as it continued to spiral to its doom. Putting all his strength behind it, he dug his talons into the steel and ripped a large chunk of the wing from its foundation. He pushed himself and Rainbow off the dying jet and let it slip into oblivion.

He took the steel in his hand and flung it at Maverick like a frisbee. Still a bit blinded from the bright flash of sunlight, he shook his head and squinted behind him, just in time to see his partner's wing coming straight at him. He gasped and tried to bank to the left and out of the way, but there wasn't enough time. The metal piece jammed itself into the plane's side and nearly split it in half, causing Maverick to spin wildly out of control.

He burst out of the cockpit and let his seat go, only to turn around and be met with a fiery blaze that consumed him on impact. He shrieked in agony as his feathers and coat burned away and he fell helplessly to the ground, a flickering trail of fire and a fading screaming being all that remained of the pilot.

"Spike, I dropped the rocket launcher! I'm sorry!" Rainbow managed to say under all the duress. He could almost see her shaking as they darted around the sky. Despite how much she liked to brag about being tough when they were all young, being thrown head first into a bloody war could turn even the strongest pony into a terrified foal.

"Damn. Ah well, there's only one plane left anyway. This won't take long."


"San Palomino, we've got a problem up here!" the chocolate colored stallion said in a panic.

"Colonel?" the radio operator called out. Trixie walked over and held one earpiece up to her head.

"This is Trixie, what's going on up there?"

"Spike's tearing us apart!"

"Dammit, get the job done! Take him down! Did you at least get a look at the pony on his back?" Trixie fumed, slamming a hoof on the console.

"For a moment, but yes! Light blue mare, pegasus, rainbow mane!"

She thought for a second, trying to recollect any mares she may have seen on the battlefield that fit the description. Smirking, she put it to the side in her mind for later. Perhaps General Tiara or somepony else will have have an idea who this mystery mare was and where to find them.

"Colonel?" the headset buzzed.

The former showpony gritted her teeth. "Don't report in until that overgrown lizard is dead, got it?!"

"Yes, ma'am!"

Clearly annoyed by a lack of results, she lobbed the headset back to the beige pony working the radio and stomped off to the table in the center of the room. She could almost feel her already grayed mane getting even grayer over this debacle.

"I'm getting too old for this shit."


The last surviving pilot took a deep breath and reversed direction, charging straight at Spike in a last ditch effort. He hoped deeply that he may get lucky just this once in his relatively short life.

Spike narrowed his eyes as he watched the plane in the distance readying itself for what most pilots would call a suicide mission. It was a played out attack that he had gotten extremely good at disrupting over his years of fighting. He didn't expect this to be an exception.

"You're probably going to go for a bit of a ride, Rainbow. Settle in," he said to his frantic passenger.

She wrapped her now free forelegs around his neck tightly without strangling the dragon, allowing her hind legs to loosen a bit. Spike folded in his wings slightly and charged at the oncoming jet hard, making Rainbow instantly regret her decision as she almost flew off his back. She gathered her strength and held on with everything she had.

Spike dodged and weaved through the sky with impressive agility as the kamikaze pilot fired at the approaching drake, no shots coming close to making contact. Rapidly closing in on the jet, he opened his wings wide and full, increasing his altitude by a few feet and leaning left. The blue mare slammed her eyes shut as they were about to collide.

The dark brown pilot's eyes widened when he realized what Spike was about to do. "Mayday! Mayd- "

The dragon spun hard at the last second, barrel rolling and slicing through the cockpit and pilot at a sharp angle with his wing. The crunching jolt of metal on metal, despite how sharp the edge of the wing was, caused Spike to grimace in pain. He had always taken a risk doing this stunt, as it could have potentially torn his wing off its setting. He surveyed the damage and, aside from a few tears, a lot of scrapes, and a small dent, it was no worse for wear. He could stay afloat for now and should be able to finish the trek to the command center.

They glanced behind them, watching the plane begin to tumble lazily out of the sky. The nose split off and fell away on its own followed by both halves of the pilot. Spike grinned and reared up, roaring triumphantly.

After his show of superiority, the pair took a last look around the sky, searching for more enemies who dared to challenge them. It was finally clear.

"You OK?" Spike asked his companion.

Despite being an avid flier and having performed similarly styled tricks before, Rainbow remained tightly gripped to Spike's neck, shivering in fear. For the first time in her life, she was scared to death of being in the air, and the dragon could have sworn he saw tears in her eyes. "Y-Yeah. Great," she said between heavy breaths. She noticed the wound on his tail, her personal fears disappearing in an instant. "You're hurt!"

"Eh, it's nothing," he assured her. "We need to get going though. We were almost there and got sidetracked. They're probably already sending more this way."

With a gentle nudge to the east, they resumed their journey to Ghastly Gorge, remaining as low to the ground as possible once again. When he felt he was in a good position, Spike picked up his pace to make up for lost time. It may have not been a terribly drawn out dog fight, but every second now counted even more than before.


About twelve minutes later, they landed in the bottom of the gorge near the river that ran through it. To their left was a small, fairly well hidden trail that one would have to be familiar with to even realize it was there. It followed up the wall of the canyon all the way to the surface, a fatal plunge only a couple missteps away. Fortunately, the denizens of the hidden base were more than used to the trek.

Rainbow dismounted and followed Spike to an unassuming trio of rocks, one large, oval stone with a grainy brown and orange coloration resting comfortably between nearly identical, almost square, tan ones. They were sitting up against one of the many corners of the jagged wall, looking to be as in place as all the other rocks and boulders in the area. He paused for a moment and looked a few feet over his head at a spot on the crag he was familiar with and sighed heavily. He knew they had to be watching and likely sneering at his presence. The pegasus spoke up as he reached for the leftmost rock.

"Spike, if the base is still here, come in with me? Please? You know these ponies better than I do. Maybe they can fix you up?" Rainbow pleaded. "I mean, I know you guys said you left, but do you really think they wouldn't be willing to help you?"

He slowly hung his head, remembering how angry some of his former teammates had gotten when he and Rarity walked out on them. Neither she nor Spike had told anypony other than Applejack, Pinkie Pie and her Party Crashers squad why they decided to abandon the fight. Although the lovers never found out, Commander Derpy did eventually learn of her reasons, not that it eased the sting of their leaving at all.

"I don't know, Rainbow. I can imagine how much most of them must hate me."

"Can you at least try? For me?"

Her nervousness was as clear in her eyes as the air was dry. Even if she did run into a few familiar faces inside, everything else was likely to still be completely foreign to her. She had only briefly experienced what kinds of things this future of Equestria's had and she didn't want to face it alone if she didn't have to.

He sighed and picked up the rock he originally wanted to, "OK. Rarity's going to kill me if she finds out though."

Rainbow walked up to her friend and wrapped her legs around his neck. "Thanks, big guy."

He smiled warmly and pushed a button that was hidden on the underside of the large rock in the center of the small pile. A section of the canyon wall split open down the middle, revealing a hidden tunnel. They cautiously approached the entrance and stepped inside. He stepped on another rock to his right near the wall, no bigger than a large pebble, causing the door to close behind them.

Over their heads were a row of dim lights leading down the hall. Even though Rainbow wouldn't normally be one for sneaking around, she was too uneasy to make an exception in this case. However, she couldn't deny to herself that the way the door was operated was pretty cool. It almost felt like she was in a Daring Do book.

Spike took the lead, almost becoming more and more scared as they continued into the pony-made caverns. He figured they had to know they were here. It was security's job, after all. They came to the end of the hall and followed it to the right. If he remembered correctly, not much farther ahead would be the main room of operations. Unfortunately for the pair, a large number of 'clacks' from the assault rifles in the hooves of the ponies waiting in front of them stood in their way. They stopped dead in their tracks.


Chapter 9

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Rainbow stood in front of their captors, doing her best not to move or even breathe too hard. Spike slowly nervously lifted his claws in the air, showing he wasn't armed. He also refrained from moving. They did just invade their domicile, even if Spike had once called it home himself, and they didn't want to get killed.

"H-Hey guys. Hey Lockdown. Long time, no see," Spike joked with a gulp and a half grin.

"Knock off the pleasantries, you piece of shit. Why the hell are you here?" said the older, faint green stallion that Spike had addressed.

Rainbow scanned over the eight angry ponies in front of them. One rust-colored earth pony, in both his coat and mane, had a metal clamp of some sort wrapped around his waist, but unopened under his belly, and a dark grey unicorn with jet black hair had a rope coiled on his back. None of the others had anything terribly noticeable or unique about them, save for the weapons in their hooves. Rainbow didn't recognize any of them, but they sure recognized Spike. The glares they were throwing his way could have turned an Ursa Major into a cowering cub. Fluttershy would be proud.

"Is Commander Derpy still here?" he asked.

"You don't get to call her 'Commander', deserter," Lockdown said.

"I guess that'd be a 'yes'," Spike muttered to Rainbow.

"What was that?!"

"Nothing!" the dragon said with a jump. "Listen, I have a friend here who wants to help. I know she wouldn't be able to do much with just me, so I thought you could use her. Her name's Rainbow Dash. Derpy will know her."

The armed guards looked over Rainbow curiously. She waved at them nervously as two of the soldiers drew their weapons away from Spike and pointed them at her. Her hoof slowly returned to the dirt and she shrank into her shoulders, her eyes begging them not to shoot.

"Rainbow Dash, huh? Don't look like any mare I've ever seen," the stallion said, glancing over her. "And what's with your wings? Is this some kind of trick?"

"N-No, sir," she mumbled, barely audible. "I don't know what happened to them."

Lockdown lifted an eyebrow with curiosity. "How do you not know what.. You know what? Doesn't matter." He walked cautiously up to the frightened mare, looking at the saddlebags still around her waist.

"Down on your belly, now," he ordered.

Not wanting to anger any of the gun-wielding ponies, she did as she was told. While they were obviously extremely irritated with their intrusion, they so far had remained calm and relaxed, relatively speaking. The longer they stayed that way, the better. Out in the sky, they had all the open space to avoid getting hurt. Now, they were stuck in tight quarters with nowhere to go.

Lockdown threw open the bags and found the last remaining rocket, thanks to having lost her grip on the launcher while she and Spike fought against their would-be aerial killers.

"What do we have here?" the light green stallion said, eying the pair suspiciously.

"We were caught up in a dog fight on the way here," Spike explained. "She dropped the launcher during the fighting."

"Uh huh. Here, take this," Lockdown said, giving the explosive to a fellow soldier, "and send it on down to the weapons depot. Maybe we can use it." The soldier took the tail in his teeth, saluted and marched off to deposit the ammunition.

The group leader turned and nodded at the rust-colored stallion in the group who had the large clamp sitting around his waist. He had been instructed to bring it after the signal was given that they had intruders, one of which was a pegasus. They hadn't brought anything for Spike since they just didn't have anything big enough to contain him. However, if asked, most of the soldiers would have likely preferred to unload a few shots into his gut. Approaching Rainbow Dash, the soldier lifted the clamp off himself and readied it for their smaller, cyan prisoner.

"Stand back up," he commanded. The nervous mare obeyed, her heart rate speeding up as she looked at the device he had ready for her, unsure of its purpose. The guard laid the clamp on her back and Lockdown assisted him in locking it into place under her stomach, effectively preventing her wings from opening, even though she couldn't anyway. Although they put a slim amount of pressure on her feathered appendages, she winced in pain as the device pushed down.

Lockdown looked to a blue mare in the ranks, similar to Rainbow in color. If she had a bit short of a mane with rainbow colors, she could be the speed demon's spitting image. He nodded at his comrade and she reached into a saddlebag draped over her waist, pulling out a pair of black hoods with her teeth.

"Make this easy on yourself and don't move," the guardstallion suggested firmly. The mare with the masks took hold of one with her hooves and forced the hood onto Rainbow's head. She looked at Spike and back down to the remaining hood, unsure of how to hide the dragon's larger head under the small mask.

"Sir?" she asked, her superior understanding the single worded question.

He smirked, glaring at the purple monster. "Well, it's not like he doesn't know this place. Don't worry about it. Let's just escort them to the holding cells and we'll decide what to do with them. I warn you right now, Spike. You make any sudden moves and you won't walk out of here."

"I gotcha," the dragon said softly, looking away. The idea of being anywhere by his love's side if he were to die was enough to turn the fierce combatant into a fragile kitten.

"Spike, what's going on? Why am I wearing this?" Rainbow said, mildly panicked. In her state, it was getting a little hard to breathe through the thick black fabric.

"Relax, Rainbow. Just do what they say and we won't get hurt."

"Sound advice," Lockdown quipped. "I suggest you keep quiet until we get to the cells. Get the rope on her and let's get going."

The dark grey unicorn stepped forward and magically lifted the rope from off his back, tying it firmly around Rainbow's neck. The increasingly terrified mare was grateful that it wasn't tight. That would have been all she needed to happen, to suddenly be completely unable to breathe with her head caught in a mask that was already difficult to breathe through as it was.

With a gentle tug at the floating rope, glowing with the unicorn's almost white-colored magic, Rainbow was led deeper into the base toward the holding cells with Spike following right behind her. The guards surrounded them on all sides, including above, as two pegasi were among the welcoming party.

The dragon looked around at the other ponies he passed by as he was taken to the prison area and embarrassingly hung his head. As he walked by, all operations seemed to come to a sudden halt as the soldiers doing their work took notice of the pair being taken away. He could hear the murmurs and angry questions and comments his former teammates were saying under their breath, obviously disgusted by his presence. Rainbow heard a few of the harsh words, but couldn't hear everything thanks to the mask muffling most of the sound as well as the clicks and beeps of the numerous electronics they passed.

After several minutes of being led around, the pair had arrived in front of the cell. Spike searched for Commander Derpy as they went, but was unable to spot her. Rainbow heard a loud clanging noise and the squeak of a hinge before being gently pushed into the small, barred room. Spike was nudged in with a poke by Lockdown's assault rifle and they closed the door behind them. The unicorn guard that put the rope around Rainbow's neck removed it and the mask with his magic and pulled them through the bars. He left the wing clamp on in case she happened to escape somehow. Being unable to fly away would have made her easier to catch. The sudden bright light from overhead made the pegasus slam her eyes shut and yank her head down.

Lockdown and the grey unicorn stood there eying their prisoners with mild contempt. How dare they just barge in uninvited in perilous times like this, especially Spike! Not being on a battlefield in four years didn't mean he was going to forget about potentially giving away your position, right? And he brings a friend that nopony seemed to recognize! Has he lost his mind? She could be a spy or an assassin for all they know!

When Rainbow's vision cleared, she was surprised about the cell she and Spike were sharing. It was roomier than she would have ever expected a prison cell to be. There were two beds in the corner, though they didn't look terribly comfortable, and a relatively clean bathroom area hidden behind a half wall. She figured the plumbing ran underground and emptied far away into the river in the canyon, but it was still unusual. She would have assumed they just tell her to go in the corner and leave it at that, and forget about the possibility of brushing your teeth. She had to ask the guards about it all.

"Not that I'm complaining, but how come this cell seems so.. accomodating? I'd think you'd want us to lay around in our own filth or something."

"Even though we're on opposite sides of the war, we treat our prisoners decently, unlike her. Though she doesn't exactly take prisoners anyway," Lockdown explained.

The mare said with a growl, "I'm not on anypony's side! I don't even know what's going on, other than somepony's at war with somepony else."

Lockdown smirked disbelievingly, "I didn't say you were, but we still have to take intruders seriously. Besides, what, have you been under a rock for like, thirty-five years?" The two guards shared a chuckle.

Spike stood up and held onto the bars of the cell, "Listen, Lockdown, I know this won't make any sense, but if you get Commander Derpy," the guard glared at the dragon when he said his commanding officer's name, "I'm telling you she'll know who Rainbow Dash here is. They knew each other a long time ago."

"Yeah! I used to bump into her in Cloudsdale sometimes, she'll tell you!"

Lockdown and the unicorn looked at each other, getting a little annoyed at what they thought were merely some ridiculously convoluted plot. After Spike left, anything he said and anypony who hung out with him were considered rather dubious at best, so there was no reason for them to take what they said seriously.

"Considering how young you are, kid, I highly doubt it," the unicorn said.

"Cloudsdale was destroyed soon after the planes first arrived, Rainbow. I'm sorry," Spike whispered.

The words pierced straight into her heart. She slowly looked to her large purple friend, her mouth hanging open and her eyes tearing up. How else could she react? He softly laid a claw on her shoulder, and she lowered her gaze to the ground, utterly devastated. There was no reason for her to act tough or brave in her prison anymore. In the last twenty-four hours, she learned that forty years had suddenly vanished from her life, Ponyville was a shell of its former self, Twilight was in a coma, Spike finally grew his wings only to lose them to some mechanical monsters, and now Cloudsdale was a memory. She couldn't keep her grief bottled in anymore and fell hard to the ground, sobbing into her legs.

"Why's this all happened? Somepony tell me why this all happened.. " she cried to herself.

Spike caressed her head gently, himself tearing up at Rainbow's hopelessness. He felt similarly when they lost Twilight to unconsciousness. Even Lockdown and his comrade started feeling bad for her, even though they were puzzled as to how she didn't know about Cloudsdale. Surely she knew somepony who had seen what happened or heard about it from one of the numerous pegasi in Equestria. It wasn't exactly a secret.

"Lockdown," Spike spoke up, "I know you probably hate me, and you have every right to. But I'm asking for her, please, get Derpy. I know it sounds impossible, but they know each other. If I'm lying," he thought for a moment, "then you can kill me. I won't try and stop you. I've caused you all enough grief as it is. It'd only be fair."

The light green stallion observed the distraught pegasus and the sorrowful drake in front of him. They had dealt with plenty of prisoners in the past who shed crocodile tears trying to get some leniency. But, this was different. Lockdown didn't know exactly why, but he started to believe this mystery pegasus was sincere.

"Oh yeah, I almost forgot," Spike added, "you can ask the Element of Honesty too, if she's still around. Why would I lie about her of all ponies?"

Rainbow looked up at the mention of an Element with a sniffle. Her cheeks were already matted to her skin. "Applejack's here too?"

Lockdown blinked in surprise. How would this pony know Applejack by name if nopony recognized her as they brought her through the compound? "You know her? How?"

"I know her from.. " Rainbow paused, remembering what Rarity said: Forty years, "..she was a friend of mine. A really long time ago." Her empty, miserable gaze returned to the floor.

The two guards turned and walked a few steps away, mumbling to each other, trying to decide their course of action. Finally, after a moment, Lockdown returned to the cell door. He looked sideways and sighed, almost annoyed with their decision.

"Alright, I'll go see if Derpy is available. But, I'm not going to hold you to what you offered, Spike. You know we don't do that to our prisoners except under extreme circumstances. Even if most of the base wants to punch you in the gut," Lockdown stated as he turned to leave. "You stay here and keep an eye on them."

"Lockdown?" Spike said quickly, getting the stallion's attention as he headed out. "Thanks."

He nodded and left the room, shutting the door behind him. The unicorn saluted as Lockdown left.


The pegasus was still laying on the ground when the door to the room opened. Spike heard the loud squeak the prison door made right away and glanced over. His eyes lit up when he saw the face everypony in the rebellion knew. Rainbow had yet to even bother to look up at their visitor: A grey pegasus with a greying blonde mane and a pair of familiar, googly yellow eyes. The unicorn standing guard quickly saluted his superior.


"At ease, soldier," Derpy said warmly, but with a hint of authority. Rainbow attention was instantly grabbed when she heard her voice. "Thank you, Lockdown. Stay here if you would."

They stared at each for a moment before Derpy smiled faintly, "Been a long time, Rainbow Dash. You're looking.." she glanced up and down her form, "..young."

The crossed-eyed pegasus looked at the ground in thought, smiling to herself, 'Hmph. You were right one last time, Doctor. Don't know why I ever doubted you.'

"Derpy, it's really you!" Rainbow exclaimed, standing against the bars on the door. "Please, you gotta help- "

The Commander raised a hoof to calm the frantic prisoner. "It's OK. You'll understand everything in time. Hopefully. It's kind of complicated."

She glanced at the unicorn guard, "Release her. She's no threat. Remove the harness too."

"Ma'am," he nodded, magicking the door open and the clamp off. He started to close the door on Spike when Rainbow laid a hoof on Derpy's shoulder, much to the chagrin of the guards.

"Derpy, wait."

"You will address her as Commander Derpy!" Lockdown almost yelled.

"It's alright, soldier. She doesn't know," Derpy said.

"Sorry, Commander," the cyan mare said, embarrassed. "Please let Spike out too. If it wasn't for him, I wouldn't be here, in more ways than one. Not only that, well.. we ended up fighting a few of those plane things on our way and his wing was injured. Can you fix it? Please? His tail is wounded too," Rainbow begged.

The poor pegasus looked at the Commander as a sad puppy would look upon its owner.

"Commander, you know how the base feels about Spike," Lockdown mentioned, subtly hinting at the implications of his release.

Derpy glanced over the glum dragon and then to Rainbow several times. "It's OK, Lockdown, they'll get over it," she finally said. "He's not a threat either. If he wanted to kill us, he would have burnt us all alive by now through those bars. Escort him to the medical ward and have his tail looked at. Once they're done with his tail, bring him to the engineering area and have them fix him up. Spike, once you're done, you can say goodbye to Rainbow and then I want you gone. I don't care what hole you crawled out of, but I want you out of here."

He nodded with a heavy feeling in his chest, "Thank you, Commander."

Lockdown did as he was instructed, despite being visibly irritated by the drake's presence and his Commander's orders. But he knew better than to disobey her. Besides, she was keeping them in this fight and was holding her own quite well. Spike warmly smiled his thanks at his friend, a tear in his eye forming, as they headed for the door.

Once the pair was away, Derpy turned to Rainbow, "You're the only reason I allowed him to leave that cell. If you were just about anypony else, he'd still be sitting in there. I hope he's grateful for what you did for him."

"Thanks, Derpy. It means a lot to me."

She nodded at her old friend, happy to be of help. "I can imagine you have a lot of questions about what's going on." Rainbow smirked as if to say 'You're not kidding.'

"What I'd like to know first is why you weren't shocked to see me. Rarity told me it's been forty years or so since anypony's seen me," Rainbow said.

"So you did see her. It only makes sense since Spike brought you here. Anyway, I wasn't surprised to see you because I was expecting you," the Commander explained.

Rainbow's eyes grew to dinner plate size. "Wha.. how?"

"Come with me to my chambers. There's something I was told to give to you a long time ago," she paused and looked down unhappily, "by a good friend."

She and the guard exchanged salutes as the two mares left the room and headed through the base. As Derpy passed more soldiers, they saluted as well. It was quickly becoming obvious to Rainbow as they walked through the compound that Spike was telling the truth and that the mare she thought was a clumsy and goofy was in fact incredibly powerful. Not only that, she had shown absolutely no sign of being a little on the dumb side.

"I'll show you around a little more in a while. We'll get something to eat first after I've given you this thing."

"What is it?"

"An explanation."


Once they reached Derpy's chambers, the Commander closed the door for privacy. Derpy moved effortlessly through the dark, finding the soft light hanging over her bed. Rainbow sat near the bed and looked around the quarters. There wasn't much to it, not that there really needed to be. To her left was a large desk with paperwork strewn all over it, on the other side of the bed was a set of hangers on a rack with a few sets of camouflage clothes, and on the wall by the door was several hoofheld guns. Below the guns were a couple locked trunks, assumed by Rainbow to have some ammunition or medicine inside, similarly to what Rarity had shown her in that bunker.

What caught Rainbow's eye above all things was what Derpy was standing by. A small safe was wedged into the dirt wall in plain sight. Why she didn't bother to conceal it was indeed an oddity to the time-lost mare. Derpy spun the combination wheel back and forth until the lock gave way and she popped the handle, opening the safe with her mouth.

She reached inside and pulled out the only thing that had taken up residence in the safe for many years, giving it to the light blue pegasus. It looked to be a simple, aged envelope with a pair of dates written on it and something almost pencil shaped inside. However, Rainbow did a double take when she saw her own name on it.

"I.. I don't understand."

"I remember sitting down and helping the Doctor write that many years ago. I honestly hoped we'd never have to give that to you, but.. things have gone on longer than we expected," Derpy said listlessly. "Inside that envelope has the answers to the important questions you undoubtedly have. And something else that hopefully we'll be able to use sooner rather than later."

Rainbow carefully opened the envelope, trying not to tear it too much. The paper looked flimsy and worn, and if Derpy had been keeping this thing for as long as it looks like she had been, it must be important. She slid out several faded but legible sheets of parchment and a strange cylindrical device with what looked to be a light on one end.

Chapter 10

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Rainbow held the strange device in her hoof and examined it closely. There didn't seem to be anything terribly significant about it. The only thing that seemed to move at all was a small button that made the light at the tip glow blue and emit a faint buzz when pressed. Aside from the unimpressive light show, the object didn't seem to actually do anything.

"What is this thing?"

Derpy smiled softly upon seeing the object for the first time in many years. "It's a tool the Doctor used a long time ago. It helped us get out of.. one or two sticky situations. It's called a Sonic Screwdriver."

"This doesn't look like any screwdriver I've ever seen."

"Eh, it's just a name the Doctor had for it," Derpy clarified.

"What does it do?"

"A lot of things. It can disable electronics and weapons, operate them, do medical scans, activate something that accidentally messes up your vision when you play with it like a toy," Derpy said, mumbling the last part and looking away embarrassed.


"Nothing. However, the most important thing that the Doctor wanted you to use this for is to open a very specific door."

Rainbow glared at the googly-eyed pegasus. Surely she had to be joking. She wanted her to use this to open a door? If what Derpy said was true, why didn't she just give this thing to one of her field commanders or whoever and have them take it onto the field with them and do whatever it was that it did?

"Uh, why couldn't he open this door?" Rainbow asked.

"Because the TARDIS is in Canterlot under lock and key."

"TARD.. " she grunted in frustration and facehooved, "does anypony speak Equestrian anymore?"

Derpy pointed at the note in Rainbow's hoof, "Read that. It'll explain a lot of things. The Doctor told me specifically to make sure you got that if we were still fighting by the time you returned to us."

Rainbow set the Screwdriver on the bed and turned her attention to the aging papers in front of her, unfolding them carefully so as not to risk them crumbling in her hooves. She read the letter aloud.

Rainbow Dash,

If you're reading this, a few things have occurred since this was written. One, the war has gone on longer than expected. Two, I've met an unfortunate end at some point after writing this and Derpy is still hopefully alive. Three, our enemy is still alive. Lastly, you arrived at the time my TARDIS specified so many years ago and have, one way or another, found the rebellion, and are in overall good health.

The blue pegasus looked at her wings mournfully upon reading the words 'good health'. The things that made her who she was, a born flier, were malformed and useless, and she still had no idea what went wrong.

"What is up with your wings?" Derpy asked. "They're.. huge. Unnaturally so."

"I don't know what happened to them. I can't move them and when I try to, it hurts a lot."

"We can have them looked at in a bit. I'll go with you to the medical area. Anyway, go ahead and continue."

I'm sure you have numerous questions about what's going on and I will clear up as much as I can. As you're likely aware by now, we are indeed at war. Our enemy is Princess Celestia and her army.

Rainbow froze up, her jaw hitting the floor as she reread the last sentence. "What?! You're at war with the Princess?! Why?!"

"Just continue reading."

She blinked and returned to the letter.

This probably comes as a bit of a shock to you since I know you and the other Elements of Harmony were very close to the Princess at one time. I was not present when she descended into madness, but the other Elements were. If you run into one, perhaps you could speak to them about the details. It may be easier for you to hear about what happened from one of them in person rather than a from a piece of paper, provided that any of them are still alive when you read this.

As far as why she went to war, let's just say the pressures of being a ruler got to her. She began to believe that anypony who made things difficult for her in the slightest was a threat to the 'peace and security' of her kingdom. Ironic that we've been at war for years because of this. Again, your friends can give you more detail than this letter allows as they bore witness to her losing control.

I obviously cannot know what you've experienced upon arriving in the future in regards to the technology we use today. You'll find a lot of things that will likely seem rather otherworldly to you. Every piece of high-tech equipment we have is thanks to my vehicle, the TARDIS. If it has not been explained to you yet, the TARDIS is a machine in the shape of a large, blue, metal box that says 'Police Box' near the top. It is a sentient machine that can travel through space and time, and is currently sitting in Canterlot castle, likely under heavy guard.

"Wait a second," Rainbow said suspiciously, "according to this, Celestia went nuts and has access to a time machine? And what does he mean when he says it's sentient? You'll understand if I find this all a little ridiculous."

"I'm not surprised you're skeptical about all this. As far as being sentient goes, the TARDIS is about as alive as a blue metal box can be. It thinks, understands, is aware.. you get the idea. As far as Celestia goes, I know Applejack is in the compound, probably working the gardens, so you can ask her later. She is the Element of Honesty after all. She's probably the only one you'd be able to talk to about such a thing."

"Why's that?"

"Well, Twilight's been in a coma for a few years now, Pinkie Pie is away on a mission though she'll probably be back any day now, Rarity is AWOL, and Fluttershy.. well," Derpy looked at the ground sadly, "we never found her."

Rainbow's eyes widened in shock. "What do you mean?"

"Your friends had to disappear after she went off the deep end. According to what Twilight told me, when they were ready to go, Fluttershy wasn't there. They ran over to her cottage and she had gotten so scared, she barricaded herself inside her home. Obviously, she wasn't thinking clearly after everything that happened that day.

"Several years after the fighting started, we took Ponyville back and set up a base there. We found Fluttershy's cottage ransacked. There was some long-dried blood on the floor. Traces of pink hair here and there. Not much of a struggle from what we could figure. We have no idea what they did to her, but we never saw her again. Most assume she's dead."

The blue mare's heart felt as if it was going to burst. Her head slowly fell as she thought of Fluttershy's sweet smile and soulful eyes and began to weep.

Derpy closed her eyes and sighed quietly. She personally knew how hard it was to know that one of your closest friends was suddenly torn away from you and there was nothing you could do about it. After a moment, the Commander walked up to the sobbing mare and laid a hoof on her shoulder, mourning her loss.

She nodded at the letter, "There's still some more, Rainbow. Take your time, though."

"I'm sorry," she said with a sniffle.

"Don't be. It's alright."

As she waited for Rainbow to calm down, she walked to her desk and went over some of the papers she had laid out. The cyan pegasus finally wiped her eyes as clean as she could a few minutes later and continued reading.

Besides being able to travel through space and time, it's also capable of storing information. Information about things from the other worlds I've visited in my travels, like weapons for example. Before she officially declared war, she captured me and the TARDIS and teleported us away to Canterlot. Derpy and myself are the only ones capable of accessing the information, as per the TARDIS' design. Celestia used her magic and forced me into pulling up as much as she could that would help make her victory quick and decisive before Derpy and her party were able to break me and the other prisoners the Princess had taken out.

"Why didn't Celestia just use it to travel through time if she forced your friend to work the thing?" Rainbow asked.

The Commander glanced at the floor sadly as memories of Celestia's treatment of the Doctor came back to her. "Celestia came looking for your friends later that day when she lost it. I played dumb when she came up to me. I was always pretty good at playing dumb. I did have to keep the Doctor's time traveling thing a secret, after all.

"Not that much later, she went around town looking for the Doctor. It looked like she brought every last guard she had. When she asked me if I knew where he was, I told her in my typical stupid way that there were doctors at the hospital. She took the bait and went on a wild goose chase.

"I found the Doctor before she did and warned him. We didn't know exactly what she wanted, but we had our suspicions. She was an all-powerful, immortal Princess. It'd make sense if she was a little aware of what her subjects could do, like time travel. The Doctor told me to disappear and pretend I didn't know him so she couldn't hurt me if she captured him.

"I watched from behind some buildings as she dragged him to the TARDIS and made him try and use it. I wasn't aware of what he did at the time, but she flipped out and almost killed him. A couple minutes later, she teleported herself, the Doctor and the TARDIS away. I figured she brought them all to the castle. Where else would she go, right? I left Ponyville later that day and started searching for your friends. I knew they probably wanted to do something about the Princess too.

"The reason Celestia didn't use the TARDIS to jump around through time was because the first thing the Doctor did when she showed up was tell it to delete all information about time travel. She almost beat him to within an inch of his life because of it," Derpy explained, her face contorting in anger as she thought of the Princess.

She continued, "The Doctor told me about it after we broke him out some time later. He said the TARDIS spoke up and told the Princess that it'd do whatever she wanted as long as she didn't hurt him. Finding out that the TARDIS had more information stored in its system than a hundred of her libraries was just a bonus for her."

"Wait, the TARDIS spoke up?" Rainbow asked, her eyes clean again. "This is getting to be a bit much for me."

Derpy nodded, "Yes. It can talk too. It's an incredibly remarkable machine." The grey pegasus let out a chuckle. "Your friend Twilight would have simply died if she ever had the chance to meet it during peaceful times. Anyway, there's still a bit more, so go ahead."

We were able to get our hooves on a copy of what she made me write down for her and used it to make our own weaponry and set up our own bases. We also took some loot off the bodies of our fallen enemies when we could. You do what you have to, right? Despite the disadvantages we had, we were able to fight back fairly well over all these years. I hope, if the war drags on, that we continue to do so.

Unfortunately, as long as Celestia has her hooves on my TARDIS, this war can only end badly. I was about to use the self-destruct mechanism on board during Derpy's rescue mission, but your friend Twilight Sparkle whisked us away as Celestia was bearing down on us. If I had activated it, there would be no possibility that the Princess may eventually get around my security measures with her powerful magic and access whatever information she wanted to without me. While she may have been able to do this in the first place, it would have taken her far longer to figure out everything on her own. We've been forced to constantly be on the attack so as to distract her from this idea.

This is where you come in. Inside this envelope, you will find one of my most prized possessions: the Sonic Screwdriver. It's an incredibly useful tool that I'm giving to you. While it can do many, many things that you may or may not have been told about, I give it to you for one reason and one reason only. Just before Twilight Sparkle teleported us away, I locked the TARDIS using the Sonic Screwdriver. I used it to pick locks and open and close doors more than just about anything else.

If you decide to get involved in the war and our army is pushing Canterlot, provided you are there, I'm entrusting you with the task of finding the TARDIS in the castle and using the Sonic Screwdriver to get inside and tell it to activate the self-destruct mechanism. All you would need to do is push the button on the Screwdriver and wave it in front of the door and it should unlock.

When you do ask it to self-destruct, it will understand why you have my little tool. It knows that I tend not to part with it if I can help it, and nopony in Celestia's army would even know about the sequence. If you're in a bit of trouble when you get inside, the TARDIS will assist you in getting safe before starting the self-destruct sequence.

I had thought about asking it to self-destruct when I was being rescued, but I knew if I had been caught trying to do so, the Princess would have immediately made me halt it and then delete it from the system's memory banks. There's not much in existence that can destroy the TARDIS, even some of the most powerful magics.

I am asking you of all ponies to destroy the TARDIS is because I believe you are the only one who can, for several reasons. I can't have Derpy do this task because if I'm captured or killed and she is still alive, she will take over as commander of the rebel army. She will be far too busy coordinating attacks and overseeing everything, even though she knows how to work the TARDIS better than anypony else.

I can't ask Twilight, Rarity or Spike to do it since it would be a tactical disaster to break that group up for any reason. They're one of the most powerful forces on the battlefield when they're together. If I could make a dozen copies of them, this war would have been over as fast as it began.

I can't rely on Pinkie Pie because her little group is extremely good at what they do as well, mainly because of her skills in infiltration. Plus, Pinkie has a large chip on her shoulder over the Princess and would likely get distracted.

I can't have Shining Armor do it because, even though he knows the castle exceptionally well and he would be able to fight through the enemy with his powerful shield spell, he is stationed in Fillydelphia at the moment. However, if he were to return here for whatever reason, he is still one of my generals and has a lot on his plate as well.

You are a wild card in this war. If what Derpy has told me about you is true, you have the speed needed to get past the opposition quickly, the agility to avoid their attacks, you're quite strong, you've faced down powerful enemies before, and you know the castle fairly well, as you have visited there many times as an Element of Harmony. While many of the stallions and mares in our army have some of these traits, you are the complete package.

Rainbow smirked softly at the written compliment and puffed her chest out slightly. "He knows how to flatter a girl, it seems."

"The Doctor always was quite the charmer," Derpy said with a coy grin.

Rainbow continued.

While neither I nor Derpy nor anypony else can force you into fighting, I humbly beg you to help our cause. We've made some headway in the last few years and I honestly hope this letter never needs to be addressed. But if it does, that also means there's still hope. It means the resistance is still alive and Celestia can still be beaten. While I admit that asking you to destroy the TARDIS is a long shot, it's one of the best shots we've got towards putting this war to bed. Where you find the TARDIS, you'll find the Princess.

I also ask that you destroy this letter after you finish reading it. You can share what I've said to you with anypony you wish, but if the enemy were to somehow get its hooves on it, it could put the entire rebellion in jeopardy.

Equestria needs your help now more than ever, Rainbow Dash. Please help us.

The Doctor

Rainbow slowly lowered her hoof to the ground with the letter still in it. An impossibly heavy weight was suddenly on her shoulders. How does you respond to something like this? She had disappeared years ago, according to everypony she met who recognized her, only to reappear in a ravaged, twisted reflection of the world she left and almost immediately asked to jump in head first to save it. Granted, she was always ready to help her friends and Equestria. But it was different this time. Not only would she be facing weird technology that can kill a pony in an instant but also the Princess, who she loved and trusted for years.

A million things raced through Rainbow's mind as she stared vacantly, pondering the insane situation. Derpy put her hoof on her shoulder gently, barely grabbing the mare's attention. The Commander didn't need to say anything. Despite having to be strong in the face of war, she still knew how to be sympathetic, even if all that was needed was a simple, caring glance. It did little to ease the tension in the air.

Rainbow looked at the Screwdriver and the envelope sitting on Derpy's bed. She almost found herself in a trance as she gazed at her own name and the two dates, written so many years ago. Everything else in the room went black in Rainbow's eyes, save for the envelope.

"I know this is a lot to take in, Rainbow Dash. Take whatever time you need, alright?"

Her soothing voice pierced the deafening silence in the room. She had asked Rarity and Spike without any results. Though the letter didn't specifically say, she could finally find out the answer to the question that haunted her since she heard those words: 'We haven't seen you in over forty years'.

"How.. how did you know? What happened to me?"

Derpy took a deep breath. She needed to be as gentle as possible.

"On that first date on the envelope there, the TARDIS' computer screen lit up. Those two dates popped up. It told us there was a sudden temporal anomaly in the time stream, and that it would correct itself on the second date."

"Temporal.. ?"

"Basically, something went through time that either wasn't supposed to, or shouldn't have been able to," Derpy clarified. "We had muddled for a while over what could have made this happen, but nothing seemed to give us any answers. We wrote down the dates and kept them in plain sight for reference.

"One day, I happened to notice that I hadn't seen you in a while. I stopped by Sugarcube Corner for some muffins and asked Pinkie if she knew where you were. I knew she was a friend of yours, so I figured she would know. She told me how she hadn't seen you since you did some crazy trick your friends called the Rainbow Ring." Derpy shrugged, "I had never heard of it. I asked her what it was, and she told me how you were going to fly around the world so fast that you would reach your own rainbow trail, make it a gift for the whole world.

"I thought it sounded pretty cool, but couldn't fathom how you could do it. I knew your Sonic Rainboom was awesome and fast, but I didn't think you had that much speed. She told me Twilight put a couple spells on you and eventually you were able to complete it, but they hadn't seen you since. I asked her how long ago it had been, and it was a couple weeks. Right in range of that earlier date on the envelope. She mentioned that one spell was a shield of some type and the other was used to numb your.. wings.. " Derpy trailed off and blinked, a realization creeping into her mind.

"What is it?"

The gray mare slowly leaned down and looked over the injured appendages closely. "You must have been working these tremendously hard to move that fast."

"Probably. Why?"

"Working them so hard in such a short amount of time.. they must have just exploded in size. Like if you lifted weights over a long period of time, they'd get bigger. This was probably just an extreme version of that idea."

Rainbow couldn't believe what she was hearing, but it made too much sense. Was she really responsible for this? It never even occurred to her when she was drawing up the idea in her head all those years ago. She just wanted pure speed. She knew that the pain was her body's way of saying 'no more', but she didn't care. Now she could barely move her wings without wanting to scream. What kind of damage did she do to herself? Her stomach and head sank as she realized her pride and arrogance had gotten the best of her in the worst possible way.

Derpy watched as her friend fell deeper into a pit of depression and felt her own spirits sink. However, she hadn't quite finished telling her how they figured out Rainbow was the anomaly and needed to continue.

She cleared her throat. "A-Anyway, as I went back to the TARDIS, I tried to play out in my mind how in Equestria you could have caught up with your own rainbow. It would take an unfathomable amount of speed. Nothing that I knew of, at least. I told the Doctor what Pinkie said to me and asked him what he thought. He told me of a theory that basically says the faster you get to light speed, time slows down. If you really did reach light speed, I'm willing to bet that.. it looked like everything stopped for you?"

Her eyes blew open. Rainbow opened her mouth to say something, but her voice betrayed her. She could only nod at the grey mare.

"The reason everything froze in place was because the light flying through the air that lets you see everything couldn't catch you, so what you saw was the last thing that appeared to be moving before you hit light speed. While it appeared to you that the world stopped, it.. just kind of.. went on without you.

"I obviously have no idea how long you were flying that fast, but when you slowed down, you came back to us." Derpy looked at the later date on the envelope and pointed at it with Rainbow's eyes following. "That date was almost three days ago. I'll bet you ran into Spike and Rarity.. almost three days ago," she said barely over a whisper.

Rainbow stared vacantly at the floor again, taking in everything Derpy told her. She had explained it all simply enough for her to understand, despite making it sound like something Twilight would say. Spike wasn't kidding when he suggested Derpy was a lot smarter than anypony realized. She could have given the lavender unicorn a run for her bits.

"After everything Pinkie told me, the Doctor and I just.. put two and two together and realized you were what set the TARDIS off."

The words echoed in her head. She was the anomaly. The thing that shouldn't have happened. The accident. The freak. Even her wings screamed 'freak' in plain sight for all to see.

It had been many years since a fragile young mare leaned into her chest and cried.

Rainbow hung her hooves on Derpy's shoulders. The Commander wrapped her legs around the heartbroken mare's neck and caressed her mane, trying to assure her that everything was going to be OK. She couldn't help but tear up a little herself.

The distraught pegasus looked up at the sympathetic soldier when she ran out of tears to shed. The ache was still written all over her face. Derpy smiled as sweetly as her aged lips could.

"Walk with me. There's somepony I think you'd like to see."

Chapter 11

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Derpy led Rainbow through the tunnels dug out of the side of the canyon that was their main base of operations. They passed by the dining area, the sleeping quarters for the troops, some of the beds occupied, and a large open room with a forge and several machines constructing various weapons and ammunition. Rainbow Dash noticed several open crates with guns and bullets inside, tipping her off to what was the ponies working the equipment were making. As the Commander passed by, she received and returned salutes from the diligent workers.

"Rainbow!" a familiar voice yelled from the back of the room.

The pegasus turned in the direction of her name and saw a large, purple friend laying on the ground, watched over by Lockdown and a pair of guards. Sparks flew from the section of his wing that was being repaired as a brown-coated stallion with a face mask on welded the metal sheet together.

"Commander," Lockdown greeted. He and his comrades saluted as Derpy approached them with Rainbow following right behind her.

The blue mare trotted up to Spike, happy to see a friendly face again. Everypony that Rainbow had come across had a deathly serious look in their eyes. Considering everything she had been told about what was going on, it ultimately didn't surprise her. The dragon's escort stiffened up as she got closer, in case there were any unexpected surprises. The welder continued about his business, not taking his eyes off his instructed work.

"Hey, big guy. How're you doing?"

"OK. They fixed up my tail and should be finishing up my wing soon."

The welder nodded in agreement without looking at them. "The damage wasn't terribly extensive, so it hasn't been hard. Maybe five or ten more minutes," the stallion commented. His work had looked impeccable so far. Most of the tears were smoothed out that one wouldn't have guessed there was anything wrong with them in the first place. After the last couple were fixed, all that was needed was to get the dents out and Spike would be ready to go.

"Rainbow," Spike said with a pause, "thanks. For everything. I doubt I would have been able to get back home if you hadn't asked them to do this."

"You'd probably be right about that," Lockdown bitterly added, earning a angry scowl from the cyan pegasus.

"Don't worry about it, Spike," Rainbow smiled at the grateful drake. "I don't leave my friends hanging. You know that."

A warm smile crept across his cheeks. Hearing one of Rainbow's almost trademarked phrases for the first time in so long left him with a lump in his throat.

"Like I said earlier, Spike, once you're finished there, I want you gone. Is that clear?" Derpy asked with authority.

The dragon hung his head slightly and nodded. While it was nice to see so many familiar faces again, he knew it was best for his health to make himself scarce. He likely wouldn't have lasted one night there without being attacked. Not only that, he couldn't leave Rarity alone. Not only would it be that much more difficult to survive without any help, she'd worry herself sick over him. He wasn't about to do that to her.

"Good. You three escort him out of the base when he's finished."

"Yes, Ma'am."

"Come on, Rainbow, let's move on," Derpy said, placing a hoof gently on her friend's back. She made it a point to avoid the wings. In their current condition, she couldn't be sure if touching them would cause Rainbow any pain, but she didn't want to take a chance.

"Take care, Spike. Tell Rarity that for me too, OK?"

"Will do. It was really nice seeing you again, Rainbow."

He reached his claw out and squeezed her hoof, not wanting to say goodbye again, but they both knew there was little choice in the matter. They smiled deeply at each other until Rainbow broke away. She returned alongside the patient Commander and followed her down the hall.


Rainbow was slightly relieved to be out of that room, despite seeing Spike again. The air was thick thanks to all the heat from the forge and made it a little difficult to breathe. After being in that sweltering area, she wondered how anypony managed to stay cool, or even manage to avoid suffocating, inside a mountain. She reasoned that there was more to the compound that Derpy had yet to show her, but the grey pegasus had explicitly told her after they read the Doctor's note that there was somepony Rainbow needed to see.

At the end of the long hall, the pair came across a massive, open room. In front of them were rows upon rows of stands, tables and baskets with carrots, lettuce, potatoes, beets, and just about every other various crop one could think of growing out of them. Not far above the many plants were numerous, excessively bright lights that radiated enough heat that Rainbow could feel it from many feet away. It almost felt like she was basking in the rays of the sun on one of the many bright days she would spend hanging out with her friends in the fields, relaxing and enjoying their company. To the left against the wall her several dirty buckets, some of which appeared to have been used recently, as remnants of soil remained stuck to the inside.

Several ponies were walking through the artificial farm, checking the quality of the soil, the sizes and conditions of the fruits and vegetables, adjusting the temperature where necessary or going over some checklists. On the far right wall were several large, slow moving fans bolted to a smoothed out wall. Behind the fans were similarly-sized dark holes. The slight breeze the fans created was barely noticeable above the practically scorching heat. If Rainbow thought staying by the forge for any length of time was brutal, this indoor garden blew her away.

As Rainbow and Derpy stood in the mouth of the hallway and examined the gargantuan underground garden, a familiar accent pierced through the quiet buzzing of the flood lights. The unmistakable voice, followed by the top of a certain stetson overtop some of the plants, instantly grabbed Rainbow's attention. She followed the hat as it moved through the aisles, its wearer overseeing their bounties.

"Those carrots are lookin' mighty nice, Caramel. Hayseed, nice work on that celery. About another week or two and those tomatoes should be ready, right, Black Cherry? Good!"

"Sergeant? Can I speak to you, please?" Derpy called out.

The orange farm pony dashed out to the end of the aisle and sharply turned the corner, yelling at those around, "Commander Derpy in atten- "

Her eyes exploded as large as her head would let them and her jaw nearly hit the floor. Applejack stood in front of Derpy and Rainbow Dash, frozen in place by the shock of seeing her long lost rival in front of her. Cautiously, she walked up to the cyan pegasus for a closer look, thinking her eyes had betrayed her. Rainbow momentarily did as well when she saw that half of 'Kicks McGee' had been replaced with a mechanical leg.

"At ease, soldiers." Derpy said to the others, once Applejack had gotten close. They returned to their work.

The older orange mare gently caressed Rainbow's face and neck. She looked real. She needed to be sure she felt real too.

"Ra.. Rainbow Dash? I-Is that really you?"

"Hey, AJ," the time lost pony smiled. She was amazed that despite her old age, Applejack still looked rather fit and young. Only a few grey hairs flowed through her mane and tail and the number of wrinkles she had was surprisingly low. Time had been good to the girl.

"Oh Luna, it is you!" Applejack wrapped her legs around Rainbow tightly and lifted her off the ground in a bear hug. The pegasus screamed when she squeezed her wings.

"Oh gosh, are ya alright? Ah'm so sorry! What'd Ah do?!" The farm pony panicked, setting her friend gently back onto the ground. The pain in her wings caused Rainbow to collapse onto her knees, gritting her teeth and clenching her eyes. Derpy knelt and caressed her damaged wings, hoping to ease the agony.

"It's OK, AJ," Rainbow said between heavy breaths, "my wings are damaged. Nopony's fault but my own. Heh, I see you're still as strong as you used to be."

Applejack knelt in front of her friend and delicately hugged her neck, tears raining down her cheeks. "Rainbow, where've ya been?! Me 'n the others haven't seen ya in ages! What happened to ya?"

Derpy cleared her throat, "Rainbow, I know I said that I'd take you to get something to eat, but I think you're in good hooves here. I'll let her show you around a bit. Sergeant, when you're finished, bring her to see me in the control room. I have some things to do in the meantime."

"Yes, Commander," Applejack said with a salute from the ground. Derpy saluted back and left the two old friends alone.


"You gotta be kiddin' me. Accordin' to the Doctor, ya hit light speed?" Applejack stated in disbelief as she showed Rainbow Dash around the compound.

"That's what Derpy said the two of them figured out. I went so fast I basically broke reality, and here I am. I don't understand all the details. Something about time freezing for me or whatever, but that's basically what Derpy told me."

"Ah knew you were fast, Rainbow, but.. just.. wow."

The pegasus sighed. "I wouldn't 'wow' if I were you. Not only did I miss forty years of life, it's the reason my wings look like this. I pushed them so hard, this happened," she said, nodding to her midsection. "Now I can't even move them without them hurting. What about your leg? What happened there?"

"Ah took a bullet that split right through the bone. They were able ta replace it, but any fighting days Ah might have had left in me were over." She managed a small smile in spite of reminiscing about the injury. "Ah work in the gardens now, like ya saw. Can't really work on a farm that don't exist anymore, but Ah help keep the troops fed. Guess some things never change."

"Speaking of the gardens, what were those big fans all about?"

"Those're the tunnels the quarry eels used to come out of. They're where we get our air from. It's funneled throughout the place," Applejack explained. "There's no worry about any patrols seein' 'em either. The Princess only uses planes to look around, and they're far so in, ya can't see 'em."

"Ah yeah, Rarity mentioned that you guys scared off the eels with the guns and such," Rainbow recalled.

"Wait, y'all saw Rarity 'n Spike? Where?" The earth pony stopped herself short as she spoke the names.

"Yeah, Spike brought me here. We had to fight off a few planes on the way, though. I remember when I finally slowed down after racing around like I was, I ended up coming across Ponyville. I guess they found me there."

"They found you?"

"Mhm. You remember Twilight's little spell that turned off any feeling to my wings?" Applejack thought for a moment and shook her hoof side to side, vaguely recalling the event. "It started to run out over Ponyville after I got finished being chased by a couple of planes and I felt everything all at once. The last thing I remember was me crashing into a building before I woke up in front of them. They said we were in your old cellar hiding out when I came to."

The former farm pony rolled her eyes, "Sentimental ol' coot. Ponyville's one of the worst places ta be and she lives there. Can't get away from what she used ta be, huh? Well, despite everything that happened, Ah hope she's OK. She told ya about how she 'n Spike left, right?"

"She told me they did, but she didn't get into why."

Watching Rarity fall apart and eventually deciding to abandon the war was one of the more painful things Applejack had experienced in recent memory, next to learning what happened to Twilight. Even though it was only a few years prior, it was still quite fresh in her mind and she didn't care much for thinking about it.

"Well, Twilight was shot in the back by that son of a bitch Blueblood during one of the fights, and as the enemy was retreating too. Damn coward. Rarity became so enraged that she charged straight at 'im, ignorin' all the gunfire flyin' past her 'n.. well, from what she told me she did, it wasn't pretty. She said there wasn't enough of his head left ta recognize him."

The thought of somepony's grey matter splattered all over the ground, even somepony as despicable as Blueblood, made her stomach turn. Applejack saw plenty of her comrades die next to her, and she had taken down some enemy soldiers herself, but for the honest pony, it wasn't an easy thing to deal with for the longest time.

"Anyway," the old mare continued, "Twilight slipped inta a coma. They brought 'er back here 'n she's been bedridden ever since. No real response to anythin' either. They haven't unhooked 'er just in case she comes out of it. She was one of our best weapons out there, so Ah can't blame 'em for trying to revive 'er.

"Well, afterwards, their squad looked ta Rarity to lead 'em. The two of 'em 'n Spike coulda probably taken on Celestia's entire army on a good day if they wanted ta," Applejack said with a small chuckle. "Despite bein' one hell of a fighter, Rarity couldn't lead them as well as Twilight. Plus, with only two of 'em in their group, they weren't as strong as they used ta be. We lost a lot of good soldiers over a few fights, and she blamed herself."

Applejack continued through the tunnels, leading Rainbow around the compound as they talked. The former farm pony didn't explain what was inside any of the rooms they visited, more interested in telling her friend about what had been happening while she was away.

"She came up ta me 'n Pinkie one night cryin' 'n said she couldn't handle it anymore. She was tired of fightin' 'n tired of the war. She didn't want ta leave Twilight, but at the same time, bein' around here in a military base was just remindin' 'er of everythin' that she wanted ta get away from. So, one day she up 'n left. Spike went with her, which wasn't a surprise ta anypony. They had been together for a while at that point."

"Yeah, Spike mentioned that."

The blonde mare nodded. "Ah can't recall ever seeing Rarity so upset, even when Twilight went down. Ah guess she just reached a breakin' point and Ah'm sure Twilight being in a coma was a big part of it. Ah don't know if the Commander knows where Rarity is right now. Probably doesn't care either. She didn't tell us where she was goin' anyway.

"Even ta this day, Ah still don't understand why she suddenly felt like blamin' 'erself for anythin'. If it wasn't for her in the first place, we probably would've lost this war before it even got started."

Rainbow cocked a curious eyebrown, "Why's that?"

Applejack sat down and leaned against the dirt wall, getting comfortable for the tale she was about to tell. "We went inta hiding in Appleloosa after Celestia went nuts. Well, all of us except Fluttershy. She was always timid, as ya know, but she was so terrified by what happened, she raced back home 'n holed 'erself up."

"Yeah, Derpy told me about what was found in her cottage." Rainbow's heart sank again as thought about what horrifying things must have happened to the fragile pegasus.

Applejack hung her head and nodded. She continued with a heavy sigh, "Well, Rarity came up with a plan that we passed along ta Derpy when she managed to track us down, lookin' for some ponies to help her bust the Doctor out of Celestia's prison. We did succeed with that a little while later 'n those who came with us when we rescued him looked ta him as the leader of this here army since he was the most aware of what Celestia was doin'. Ah don't think he wanted ta do it, but it ended up fallin' onta his and Derpy's shoulders.

"Anyway, Rarity was gonna try turnin' on the charm for the Princess 'n act like she was never appreciated 'n felt she always belonged with more respectable ponies 'n such, hopin' to get her hooves on somethin' we could use ta help our side. How she managed ta convince the Princess, Ah'll never know. Not that much earlier, she was about ready ta kill us all.

"She somehow managed ta get in 'n stayed with 'em for a long while. She even told us about how she was basically forced inta a relationship with that prick Blueblood just ta keep up her act. Would explain why she went so crazy on 'im when Twilight was shot. Anyway, she was able to weasel some info outta Blueblood when he was a little too drunk one day.

"Apparently, they sent a copy of the plans for all the technology they managed ta get their hooves on ta Fillydelphia, among other places I'm sure. Once she had the details, she escaped back ta where we were hiding when she drew up the plan in the first place. The ponies that were still there sent 'er here, 'n the Doctor sent one of his top Generals, a certain stallion named Shining Armor, with a strong force to raid Fillydelphia 'n get those plans. He's still there now as far as Ah know. From what Ah've heard, Celestia's forces have been tryin' ta take it back for a long time now. But, we got those plans, eventually a copy got back here, 'n now we have the weapons 'n the bases needed to fight back. All thanks ta Rarity."

Rainbow stood still, deep in humble thought as the story sank in. "She.. she never told me any of that when I saw her. Why wouldn't she?"

Applejack shrugged, "She probably wanted ta forget about this war as much as possible. Can't say Ah blame 'er."

The orange mare looked down the hall and sighed. Not far away was the medical ward. "Rainbow, Commander Derpy asked me to help ya look around. Well, the medical ward where Twilight is is just over there," she said, nodding in the direction she faced. "Would you like to see 'er?"

The pegasus blinked at the sudden question. After a few seconds of pondering, she took a deep breath and slowly nodded. She steeled herself as best she could, knowing that seeing her friend lost in a state of unconsciousness was going to be a hard thing to accept. Applejack rose from her seat and escorted the blue mare down the corridor.


The pair came across the medical ward entrance and stepped inside. It was no Ponyville Hospital, and the air had smelled faintly of dust throughout the complex thanks to being far underground, but all the necessary equipment was where it needed to be. There were several beds up and down the room with monitoring equipment next to them. A couple were being used by sleeping soldiers wearing some bandages and traction. Tables to their immediate left had various plastic boxes containing medicines or small equipment sitting on top of them. A few other tables were located at strategic spots between some of the beds further down the room with more of the same boxes perched atop them.

A slightly larger, yet slimmer, light pink pony at the far end of the room caught Rainbow's attention. As the pegasus stopped and took a brief look around the room upon entering, Applejack had continued ahead. She seemed to be making a beeline toward the stranger.

As Rainbow caught up behind her friend, passing a nurse as they went, something about the mystery pony started seeming familiar. Her purple, bright pink, and yellow mane and tail, as well as the somewhat large wings for their small stature, seemed to spark something deep in the recesses of Rainbow's mind. Something in her brain recognized this pony, but she couldn't figure out who it was. Their hoofsteps in the grainy dirt gave them away and the pink pony turned to face them.

Rainbow's eyes shot open wide in surprise, but it was a pleasant one.

"Princess Cadance!" Rainbow knelt down quickly before being waved to her hooves. The alicorn didn't look a day older than she did the last time the prismatically-colored mare saw her.

"Oh, no, please. I'm no princess anymore. But you.. why do you look so.. familiar?" Cadance asked, feeling the same feeling in her mind as Rainbow had a moment ago.

"Cadance, you remember Rainbow Dash? She performed a Sonic Rainboom at your weddin'."

The former princess sat up as fast as Rainbow had just bowed. "Oh my gosh! Shining Armor told me that Twilight mentioned you had disappeared. What happened? Where have you been?"

"I.. sort of went too fast during a flying stunt and ended up jumping forty years into the future. Derpy explained it to me earlier," Rainbow explained, kicking at the ground and looking away rather embarrassed.

"That would explain why you're still so young. And you missed this entire war up until now," Cadance said somberly. "I envy you for that. You're here to see Twilight?"

"Yeah. I heard about what happened to her. But you're not shocked or confused about me skipping through time?"

"After everything the Doctor and Commander Derpy told us and have given us, it doesn't sound like something out of the ordinary anymore."

Rainbow and Applejack stepped around Cadance and saw the sleeping unicorn. Wires and tubes grew from her body like roots from a tree. Suction cups covered her forehead and chest. The heart monitor showed a strong, steady beat, but there was next to no brain activity. The beeps from the machines played a quiet, almost haunting tune that everypony in the base would like to see concluded and its maestro returned to them.

One look at her friend's helpless, vulnerable state was all that was needed for Rainbow's heart to crumble and her tears to flow. Her chest felt like it was about to explode. She found herself suddenly short of breath as she began to sob, taking the unicorn's hoof in her own.

"Twilight.. I'm so sorry.. "

She slammed her face onto the mattress and wept loudly. Applejack lovingly rubbed her mane, trying to assure her that things would be alright.

"I've been watching over her ever since I got back from Fillydelphia," Cadance explained. "When we heard what happened, I asked Shining Armor if I could return and look after her. He'd been doing well enough in charge that there wasn't any harm in my coming back here. We've tried everything we know to try and pull her out of it, but nothing's worked. Not even magic."

"Ah wouldn't be surprised if 'er own magic was the only thing keepin' 'er with us anymore. She's been like this for a few years now," the orange mare remarked.

Their words did little to ease the heartache. One of her best friends was knocking on death's door right in front of her and there wasn't anything they could do but wait. The absolute worst part of it all.

"Believe me, if anything changes, this base will know immediately. Regardless if it's good or bad."

They sat in relative silence for a few moments, silently wishing for a magical fix to this waking nightmare their friend was trapped in, until Applejack spoke up.

"Rainbow? We really should get goin'. The Commander did want to speak to ya, after all."

The miserable pegasus looked up at her longtime rival, tears still spilling from her eyes, and nodded. As they got up to leave, a gentle hoof took hold of her leg.

"It's been good seeing you again, Rainbow Dash," Cadance said with a graceful smile. "Thanks for stopping to see her. I know she'd appreciate it."

They quietly left the medical ward and stepped back out into the hallway, the pegasus doing her best to wipe her face clean.

"Rainbow," Applejack spoke up, "Ah don't know what the Commander needs ta talk ta ya about, but Ah just want ya ta know something. Ah know that what you've been through since ya got back probably hasn't been easy, but ya have ta remain strong, especially if she's gonna be wantin' ya ta fight. Ah'm not expectin' ya to go on out there and win this war all by yerself, and neither is anypony else. Just stay strong, alright? Ah know ya can do it."

"I'll try, AJ."

"That's all ya can do. All any of us can do," the orange mare said softly. "Believe me, this whole thing hasn't been easy on any of us. But, just like old times, we'll be here for ya. All of us."

The uncomfortable conversation was suddenly interrupted by an angry, painful roar from Rainbow's stomach. She almost felt sick from the discomfort.

"When was the last time ya ate, sugarcube?"

Rainbow paused and thought for a moment, "The morning I did that trick."

"So.. let's see.. not counting the time you were away.. been at least a few days then?"

"Yeah, something like that. Though I was out like a light for a few days while Rarity and Spike took care of me."

"Still, you should get somethin' in ya. Let's head ta the mess hall. I'll make somethin' good for ya. Can ask me anythin' ya want once you've calmed down some."

The offer was too good to pass up. Rainbow was starting to feel a bit weary after foregoing any nourishment for as long as she had been forced to. She nodded humbly and the pair trotted away.

Chapter 12

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Rainbow Dash followed her orange friend to the eating area. Several very used, worn out tables stood in front of her in the center of the room. Aside from counter tops and a few cabinets, the only appliances that were found were a pair of refrigerators and a sink without a faucet. Beside the sink were several buckets filled with water, which Rainbow assumed were for cleaning the raw fruits and vegetables before eating them or maybe any plates the soldiers may use. A large garbage bin sat by the exit that led back into the hallway, not even a quarter of the way full.

The pegasus looked around the quarters, a little disappointed they didn't have a bit more to the place. Considering what she had been shown in every other room, she was half expecting it to be mistakable for an underground royal kitchen. She wondered for a moment where the drainpipe from the sink went, but figured that the ponies had a good idea of what they were doing when they built the compound. There were more important things to go over as it was.

"I'm guessing those generators you showed me on our tour keeps the refrigerators running. How come you guys don't have anything other than just this though?" Rainbow asked.

Applejack sorted through one of the oversized appliances as Rainbow asked her question, grabbing them some of the surprisingly juicy looking fruits inside. Taking a plate from one of the cabinets, she laid three tomatoes, a head of lettuce, four carrots, and a pair of celery stalks for them. The earth pony laid the plate on a nearby table and returned to the fridge for a pitcher of carrot juice, also setting it down. On her final trip, she carried a pair of cups from the cabinet. With everything set, she joined her blue friend, who had quickly snatched up one of the carrots, practically inhaling it.

"Our first and foremost concern is the war itself. Keepin' ourselves armed, stayin' in contact with one another, stuff like that. The food is actually a pretty easy part to it all. There's no real need to heat up anythin', 'n we drink pretty much nothin' but water or the juice of a few of the vegetables we're growin' in the garden. Beets, carrots, stuff like that," Applejack explained.

"Sounds like it can be a bit boring." The pegasus took a large bite from the lettuce head.

"Yeah, sometimes. Heh, Ah tell ya what, Ah'd give mah hat for a good ol' fashioned glass of apple cider these days. But, we do the basics to survive with the food. Ya might wanna chew, by the way," Applejack joked. "We're more concerned with survivin' out in the field more than anythin'."

"Makes sense, I guess."

The former farm pony nodded as she watched her friend tear into the grub. She helped herself to a piece of celery and lightly nibbled on it, not being terribly hungry herself. It wouldn't have mattered even if she was. Rainbow had torn into nearly everything on the plate in a matter of minutes.

"So, like Ah said before, ya can ask me whatever ya like about what's happened since ya left. If Ah know the answer, you'll hear it. Still as honest as ever, wouldn't ya know? Ah told ya about Rarity. What else would ya like to know?"

With that, Rainbow's voracious appetite grinded to a halt. She finished chewing on the tomato she was working on and swallowed hard. She bit her lip slightly and gazed nervously at the table. The one thing she needed to know was going to be the hardest thing to ask, so she figured she may as well get it out of the way.

Just as she was about to speak, a trio of ponies walked into the room. One was a rather large white stallion with a few brown spots and lazy brown mane, almost comparable in size to Big Mac, with a muscular flexed hoof for a cutie mark. Behind him entered a young light beige colt with a charcoal mane, maybe no older than his early teens, with a blank flank, and last came a grey coated mare, the same color as Commander Derpy, with a braided, silvery streaked mane and blue glasses. The spoon cutie mark the mare sported was almost instantly recognized by Rainbow Dash, despite never seeing this mare before, thanks to stories her biggest fan used to tell her.

"So what'd you two want to snack on?" the stallion asked his family.

"Oh, oh! Can we have- "

"Wait a minute," the pegasus piped up angrily, cutting off the youngster. "Aren't you one of those brats that would constantly belittle Scootaloo and her friends?"

The young colt looked up, perplexed at the accusation, "Mom? Why would she think I would pick on Scootaloo? She's really cool!"

Just as confused as her son, the grey mare stared vacantly at Rainbow for a moment before stroking the little one's mane. "Not you, sweetheart. Go sit down, I'll be with you and daddy in a minute," she said with a warm smile. The young colt trotted to a table on the opposite end of the room and plopped onto the ground, watching his mother with concern.

"Good afternoon, Sergeant."

"Lieutenant Spoon," Applejack saluted.

"I'm.. sorry, do I know you?" Silver Spoon asked the annoyed pegasus.

"Yeeeah, Scootaloo told me all about you. I recognize your cutie mark from what she told me. You're Silver Spoon! What's somepony like you doing here?"

"Excuse me, you're extremely out of line here!" she snapped. "Sergeant, if you don't control your 'friend', I'll have her detained." The large stallion had stopped his activities and turned to face the arguing group, ready to defend his wife if necessary.

Applejack wrapped a hoof around Rainbow and pulled her back aggressively. "Apologies, Lieutenant.. uh.. let me explain. Does the name Rainbow Dash mean anythin' to you? Perhaps Scootaloo's mentioned 'er before?"

Silver Spoon squinted at the irritated pegasus and gazed away, trying to recall her name.

"Hm.. vaguely," she mumbled. Her eyes widened slightly. "Wait a second, didn't she used to run a fan club for you or something a long time ago? I think she told me about that a couple times."

"Yes, ma'am, that's exactly right," Applejack nodded.

"What does that have to do with anything?"

"Well, ma'am, you remember what the Doctor and Commander Derpy told us about their TARDIS thing? How it could travel through time and such?"

"I do. Again, what's that have to do with anything?" Silver Spoon answered with increasing annoyance. "What, did she stow away and go for a joyride?"

Applejack rubbed her neck and avoided looking her superior in the eye, "Um.. no ma'am, but.. um.. Could Ah speak to you over here for a moment in private? Ah'll explain everything."

"That's a rather strange request, but alright."

The stallion marched past Rainbow Dash with suspicion while carrying a plate with a few bits of food for his family. He sat with his son, who was fiercely watching Silver Spoon and Applejack creep away and whisper to each other quietly so that nopony else would hear.

"Eat up, champ. Ya wanna get as big 'n strong as yer ol' man, eh?" the stallion said.

The young colt smiled and took hold of a carrot, munching on it happily. "Wha abot Mom?" he asked with a full mouth.

"Aw, don' ya worry 'bout 'er none, awlright?" He affectionately rubbed his son's mane.

Applejack and Silver Spoon discussed the predicament for a few minutes before the lieutenant turned and looked sympathetically at the light blue pegasus. A nasty scowl still adorned her face. The pair walked up to Rainbow, Silver Spoon first.

"Everythin' OK, hon?"

"No problems, Pip. It's all under control." She turned to the angry mare and frowned with slight regret. "Applejack told me about what happened, Rainbow Dash, and I'm truly sorry. I can't imagine what a.. I guess shock is a good word.. this all is."

Silver Spoon sighed heavily, digging up the past. "But, to respond to what you said earlier, yes, I used to pick on Scootaloo and her friends. It was a very long time ago. I was young and foalish. But now, they're some of my closest friends and allies, and I trust them with my life.

"Sergeant Applejack here has politely asked me to give you two some space. She said you have some things to talk about and she requested some privacy for you both. Even though I do outrank her, I trust Applejack completely. Always have. So, I'll respect her wishes. You should be thankful you mean so much to her that she can convince me to let you go with just a warning after speaking to me like that."

Rainbow's rage had subsided completely, replaced with remorse. She gazed at the dirt and shrank into herself. "I'm.. I'm sorry. I didn't know."

"There wasn't any way you could have. Just watch your step next time, alright?"

"Yes, ma'am," Rainbow said with a hushed tone. "Curious though, what happened to your little friend, what's-her-name?"

"Diamond Tiara?"


The grey mare looked regretfully at the dirt. "Let's just say that some ponies never learned how to grow up."

She turned to her family, sweetness returning to her voice. "Boys? Applejack and her friend need some time alone, so we're going to go eat inside, OK? Rapid Fire, why don't you tell us what you and your friends did today?"

"OK, mom!"

Silver Spoon let Pip and their son take the lead out of the mess hall. She turned back and looked sorrowfully at Rainbow one last time before following them.

Rainbow listened for the hoofsteps in the gravel to fade out of earshot before slowly turning and facing Applejack, who sat down across from her. "There are kids here?" she whispered, a touch of horror in her voice.

"Mhm. There's a nursery deeper in the base 'n a play room for the younger foals near it. We really don't have much of a choice since we have to hide. Can't exactly be raisin' a family out in the middle of a war zone."

"But Spike said relationships were discouraged," Rainbow recollected.

"Discouraged, yes. Forbidden, no," Applejack explained. "They were discouraged out on the battlefield, not at home. Derpy's not stupid. She knows if we don't have another generation ready to fight if we're still at war, then we lose, as horrible as that sounds. Though, it doesn't hurt that all but a few of the prisoners we've taken over the years have joined us. Kept our numbers up. Most of 'em never wanted to fight in the first place but were too scared to say that ta the Princess, for obvious reasons."

"I gotta know. How does Silver Spoon outrank you? You're an Element of Harmony for pony's sake!"

A small smirk found her lips. "She was always a gifted strategist, 'n a decent fighter. Ah was always just a decent fighter, nothin' more really."

"Why'd you ask her to leave anyway?"

Applejack looked away from her friend, second thoughts popping up in her mind. Unfortunately for her in a way, her honesty reared its head as it always did.

"Ah have a feeling you're gonna ask a question that Ah'm.. not really sure Ah wanna answer. But Ah'm gonna anyway. It'd only be fair for ya ta know."

"Know what?"

The former farm pony calmly stared into her ruby eyes. "What's the biggest question eatin' at ya right now?"

Applejack's instincts were correct. Rainbow saw how uneasy her friend was about answering what she wanted to know, and maybe it would have been best if the question was never asked. But, the pegasus went ahead anyway.

"What happened with Celestia? Why are we at war with her?"

The inevitable was in the air. The orange mare sighed and closed her eyes, silently wishing those words never happened.


It had been about four years since any of Rainbow's friends had seen her. The first several days were the worst. The waiting. The fearing. The imagining. The tears. Where she went and why were mysteries to everypony, including Celestia. Her friends thought they could get some grain of sage-like wisdom from the ancient pony, some insight as to what may be going on. She always did seem to have an answer to everything. Unfortunately, this is one time where all her knowledge left them without an answer.

As time went on, much of the happiness among the group started to slowly fade. Even though they were six individual ponies, after a while, it felt like a piece of them had died. Sure, Rainbow was brash, impulsive, hot-headed and a bit tactless with her words at times, but she was still their friend. The Element of Loyalty. She'd never let them down or leave them hanging. She reminded them of that all the time, and they felt at ease and comforted by this undeniable fact, no matter how many times they heard it.

Twilight sat in her library peacefully that early evening, flipping through one of her favorite Daring Do novels. She had been studying a lot about ancient Equestrian dialects recently for no other reason than she could and felt like taking a break. Strangely, she had found herself drawn to the adventure series a lot more than she did in the past.

Spike was finishing cleaning up the dishes and pans used for dinner when suddenly, he felt something racing up from the pit of his stomach. Out fired a letter from the Princess in a burst of green flame. Nothing terribly out of the ordinary for the pair.

Unfortunately, many of the letters that Twilight had received from the Princess had seemed rather cold and distant, even though they were just words on a piece of paper. Her friends had spoken similarly when they visited each other from time to time after sending her friendship letters. They noticed the change in tone from the Princess soon after she defeated Discord after he returned yet again, aware of their distinct lack of Rainbow Dash, and had gotten worse over time.

Without Rainbow's Element, and with the knowledge that Spike simply wasn't a proper substitute, Celestia was forced to stand up to the monster as she did thousands of years ago. She specifically, and almost angrily, instructed Luna to stay behind in case something happened to her when he made his return. At least, that's what the Princess of the Night had told Twilight and her friends during one of their royal visits. Even though Celestia's treatment of her sister wounded the younger sibling deeply, the sun and moon did still needed to be raised each day.

Despite the fact that Celestia and Luna were indeed not tied to the power of the Elements anymore, Celestia was somehow able to overcome the Spirit of Chaos. She never said specifically how, either by letter or in person, but it was obvious that she was telling the truth, what with the lack of chaotic insanity he would bring with him.

Less than a year later, another ancient evil awoke from an eon's long slumber in the frigid north. Some of the Princess' old scrolls and texts waxed prophetic, speaking of an inevitable apocalypse. When she was aware of the blackness seaping toward Equestria, all she could do to respond was snort in annoyance.

With a wave of her magic, she took hold of a particular tome from her royal library and rode for the north, alone, into the heart of the madness. A few days later, she returned looking no worse for wear and had angrily tossed the old book onto the floor in front of the shelf it was supposed to sit on, not caring if the spine broke or pages tore thanks to its age. When Luna had asked if she was alright upon seeing her actions, she offered an indignant response that it was a pathetic attempt at an 'inevitable apocalypse'. A rather irritated sneer never seemed to leave her face after that, even up to the present day.

Twilight unfurled Celestia's letter. It said that the Princess requested their presence, sans Spike, in Canterlot to discuss some things. The letter didn't go into any detail and left the unicorn wondering exactly what could be on the Princess' mind. A royal chariot arrived about twenty minutes later. Soon after, the other Elements showed up at the library as requested per their own notices. A few minutes later, they were away.

When they arrived in the throne room, they found Celestia sitting on her golden chair. The only guards in the room were her two top stallions that she kept near her at almost all times. Her head was slung as low as her posture. Her normally beautiful, singular, windblown mane was withered and torn like the sail of a forgotten ship drifting aimlessly in the open sea. Her white coat had lost a touch of its pristine luster and the faintest bit of grey could be seen in even the brightest of lights. Long dried-out tears flowed from her bloodshot eyes, staining her cheeks, as she stared vacantly at the floor in the middle of the room.

The girls were weary of what they saw and kept their distance, slowly approaching the unmoving princess. Their hoofsteps echoed loudly in the large, empty hall.

"Princess? Y-You wanted to see us?" Twilight nervously asked.

The royal mare blinked. It was the first response to anything in almost an hour.

The Elements looked at each other. "Princess Celes- "

"Do you know how long I've been ruler of this land, Twilight Sparkle?" she asked, not moving a muscle.

Her faithful student shook her head in response.

"It's been many.. many centuries." She looked up slowly, her thoughts drifting. "It's been so long, I.. I can barely remember some of the earliest ones anymore. I've seen small towns prosper into towering cities. I've watched the world undergo violent changes only to leave a peaceful calm that would last for an age. I saw ponies fight amongst each other time and time again over petty, nonsensical things that ultimately meant nothing in their lives."

"Um.. Princess? You're.. kinda scaring us," Twilight said. The others fearfully nodded in agreement.

Without acknowledging them, Celestia continued, unconsciously scanning over the room as she spoke. "Whenever disharmony reared its ugly head, I did everything I could to get involved and fix things, especially after Luna and I dealt with Discord. I did not want to see my subjects suffer, after all.

"After peace had been established, every day.. every single day.. I had to set aside my life and take care of their needs, so many being utterly insignificant. It boggled my mind that every other pony seemed to want me to deal with such trivialities they could easily take care of themselves. Even if I had much more important things to do, things that would actually help to keep Equestria safe from harm, I had to assure some fool that I wasn't going to be taking their home away from them or something.

"And yet, not once did anypony ever ask if there was anything I needed. And I'm not referring to frivolous novelties or what I wanted to eat. Despite wanting peace for the land and its citizens, I was not allowed to have peace of my own." She sneered angrily, looking back at the floor in front of her.

"Luna was still young when our parents died. Well, young for an alicorn. I had to add taking care of her and overseeing her studies as another part of my unending daily routine. Yet, in spite of everything, I still somehow managed to put on a smile for the populace, to give them the impression that nothing was troubling me. They say that the ones who smile the most also have suffered the most, yes? If only they knew."

"Princess.. I.. "

"Once my sister was old enough, I let her learn on her own. Experience life how she wanted without my guidance. I felt that I had educated her enough to keep her from harm, whether by her own hoof or from something else. But, I still had to clean up one mess after another for centuries. To be honest, I'm.. surprised she was able to deal with Discord so well with me after we discovered the Elements of Harmony."

The girls looked at each other with curiosity and unease. The coldness they had felt in the many letters they had received from the Princess paled in comparison to the tone in her actual voice.

"Your highness," Applejack spoke up, "well.. are y'all feelin' alright? You seem kind of.. um.. not right. Is everythin' OK?"

Still ignoring their concern, she stood up as regally as her worn body allowed her to and turned her attention solely at them. "I was absolutely overjoyed once I learned what the Elements of Harmony were meant to do. To maintain peace and balance over Equestria. They were unlike any power I had discovered up until that time. But, I knew that if my sister and I were to wield them, even equally, my duties would still not ultimately change.

"I came up with a brilliant idea one day. If I could find six strong, diligent, loyal ponies who embodied the spirits of the Elements, perhaps I could ask them to help me keep the peace and alleviate my burden."

Celestia looked intently at her most faithful subject. "Did you know that I have had over a hundred students before you, Twilight?"

The unicorn blinked in surprise. "N-No, Princess. I.. don't understand why you felt the need to tell me this. I'm not angry with that or anything. It makes sense that you'd want your wisdom to be passed down to other ponies other than just you and Princess Luna."

"With each new student I took under my wing, I saw hope. I saw the possibility that I may have found a pony who could fulfill the roles I wished for them and their friends to take. And yet, with every student I tried to guide, I failed. Every last one. The number of failures continued to increase until it reached its zenith with Nightmare Moon. After banishing my sister, I finally realized how much I had failed Luna, myself, and Equestria.

"I had given up trying to find a student whom I could rely on until I found you. When you had come of age and I sent you to Ponyville, I was happier than I had been in millennia when your friends were granted the Elements' gifts. You were even able to restore Luna to her former glory and helped bring peace to her once again. I began to believe that my own personal nightmare was finally over."

The Princess looked away and sneered, "However, despite my jubilation, the doubts that crept into my mind over the centuries appeared to prove themselves correct again as time went on. Despite you all wielding the Elements, I still had to fix every major problem Equestria had."

Celestia's tone suddenly took a noticeably angry turn. "If I had not sent your friendship letters back to you, Twilight Sparkle, Discord would have won! If I had not undone the spell you cast on your doll, Ponyville, and who knows what else, would have torn itself apart! And instead of coming to me with your concerns about the fake Princess Cadance in the first place, your overzealous actions almost led to not only Canterlot falling to the Changelings, but to me being killed as well! To top it all off, you failed to retrieve the Elements when we needed them the most! We were all lucky Princess Cadance's love for your brother, the captain of my Royal Guard, was strong enough to give him the power needed to cast them out of the city!"

"But Princess, we've always done everything we could to- "

"Be silent!" she yelled with the Royal Canterlot Voice, slamming a hoof into the marble, causing it to crack. Even her guards jumped at her sudden action, turning to watch her in silent terror. Her pupils disappeared behind a fiery yellow glow, like that of the very sun she moved.

The terrible fire in her eyes retreated once her subjects stop shaking in horror. She squinted at them menacingly. "Have you noticed something interesting over the last few years? Ever since your Element of Loyalty so fittingly abandoned you, Equestria has been in constant peril. Peril that I've had to deal with, again!

"Do you know how I got rid of Discord when he returned this time? I bound him with the same spell I used to bind my sister when I banished her to the moon. Only this time, I banished him to the center of the sun. That way, he too can feel the unending anguish and pain that I've had to deal with for so long!

"Perhaps you were aware of the darkness that began to spread out from the northern lands last year? Of course you were. If the Elements were together, they could have easily sealed it away once and for all, but I had to take several days away from my duties to deal with the situation! Would you like me to go into more detail about how you and your friends have failed me like so many others before you?!"

"No," Twilight barely whispered. Their eyes began to water as the alicorn tore into them.

"Perhaps if Rainbow Dash hadn't wised up and left this obviously hopeless situation, this could have all been avoided. But what's done is done. We haven't seen her in years and there's no reason to believe she will ever be back. I realize now that if there is to be peace in Equestria, I must change my approach." She magically grabbed onto one of her guard's spears and held it close. With a thought, the five friend's bodies were pinned to the floor by a faint yellow glow. They struggled to move, but found it hopeless.

The burning fire in Celestia's eyes came forth as she took a step toward the remaining Elements. "Heavy is the head that wears the crown, Twilight, and my neck is very, very tired. I believe I'll start this new approach by getting rid of my last, and worst, failure before I usher in a new era of peace," she said with an eery calm as she lifted the spear over her head.

"Enough of this!" a voice yelled from the entrance, the doors now burst open. Princess Luna stood before them.

"Luna! Please! Help us!" Twilight pleaded.

The spear fell to the floor and the girls were released from the magical grip. The dark-coated princess magicked the doors closed and approached her sister. Celestia eyes calmed and she watched in confusion as Luna came close and lifted a worried hoof to her white cheek.

"I heard everything through the door. Sister, what are you doing? This isn't you! You're not well! Please, just.. stop this!"

"I'm doing this for the peace and security of Equestria!"

"This isn't a peaceful way to resolve something! You know this! I know you've been through a lot over your long life, Tia. Take some time away for yourself and clear your mind, away from any royal duties. It'll help you so much, I promise. I'm more than capable to handle whatever responsibilities you'd wish to ask of me. I could watch over Equestria for you while you're away."

Celestia took an unconscious step away from her younger sister, a look of horror in her eyes.

"I can't believe what I'm hearing. You're trying to usurp me again!" Her guards quickly looked at each other in surprise when the accusation came out.

"What?! No, sister, I would never! You're not in the right state of mind! Please just listen to me!"

"Your words are poison!" She lifted Luna into the air, her limbs spread out. "It seems a thousand years of banishment and the Elements of Harmony were not enough to purge you of your evil intentions! You must be dealt with once and for all!"

Luna's eyes shrank at Celestia's words. "Sister, please! Stop!"

The Sun Goddess lunged forward, driving her horn into the young alicorn's chest, piercing her heart. The Elements tried to scream, but the enormous shock froze their lungs. Luna's body was released and it fell limply to the floor. With the last of her strength rapidly leaving her, she looked up at her older sibling and whispered.

"I love you, Tia."

Her head fell, and she was gone.

"Celestia! What have you done?!" Twilight screamed.

"You side with the traitor?! I truly am right to get rid of you!"

Celestia's loyal guards looked on in horror as she magically lifted the spear again, still furious and ready to finish the job she began. She stopped in front of the girls and readied herself for the first of five strikes. She took aim at her most trusted student.

Twilight clenched her teeth and her horn sparked with power. A purple glow surrounded herself and her companions, blinking them out of the room just before the spear came crashing down, snapping off the tip and cracking the marble tile where they just stood.

The Princess' eyes burst into golden flames for the third time.

"Find them! Find them!"

Chapter 13

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Luna's blood had slowly run down Celestia's horn and between her fiery eyes. Five of her former most faithful students had just vanished away from in front of her to parts unknown. Her enraged command echoed violently in the empty throne room. Her two loyal guards still stood at the bottom of the short staircase that lead to the tarnished golden throne she once sat upon with pride, petrified at the sudden turn of events that unfolded in front of them.

The princess spun around when she didn't hear the sprinting away of hooves and growled at the horrified stallions, her eyes flaring. "What are you waiting for?! Round up the other guards and find them! Scour the city!"

"Y-Y-Yes, your highness!"

They darted past Luna's body and the maniacal Sun Goddess, the doors of the room magically opening and slamming closed behind them. Despite witnessing what most would call a horrid atrocity, they weren't about to say no to the Princess with the way she was acting, lest they wished to feel her wrath. Celestia took a deep breath and her eyes cooled but not her anger and feelings of betrayal. She glanced at the corpse of her sister and shook her head in disappointment. Her horn glowed brightly and she focused her magic carefully.


In a burst of purple light, Twilight and her friends appeared just outside the castle walls on the far side of the moat around it. The great distance traveled took its toll on the lavender unicorn, but she had to get as far away from the crazed princess and as quickly as possible. After a moment, Twilight had caught her breath and sprinted in the direction of the train station. The others followed right behind her.

"Citizens of Canterlot," a disembodied voice echoed a few minutes later.

The girls came to a sudden halt and looked for the source.

"What was that?" Pinkie asked.

"A terrible tragedy has befallen our fair city, and indeed, all of Equestria."

"It's Celestia. Oh, this isn't good," Rarity said upon deducing the voice's identity.

The Princess continued as the populace and numerous guards gazed skyward, listening intently. "My sister Luna has conspired once again to usurp my throne and allow herself to be consumed by Nightmare Moon. She has been dealt with, but unfortunately, the threat does not end there. It pains me to inform you that the Elements of Harmony have also betrayed the throne and may now be loose in the city.

"I implore you all to stay indoors. If you happen to spot the Elements of Harmony, do not, under any circumstances, attempt to engage them. They are to be considered extremely dangerous. If you see them, speak with one of my royal guards as quickly as possible and inform them of our enemy's location. I wish for them to be taken back to the castle alive. Their names are Twilight Sparkle, Rarity, Applejack, Pinkie Pie, and Fluttershy. Be safe, my little ponies."

As she sounded each of their names, Celestia cast their images into the minds of everypony in the city at once, including them. Many of the citizenry were surprised at their mention and the sights of their faces. Others were confused. Some were horrified. The Elements ducked into a nearby alley upon seeing themselves appear thanks to Celestia, praying nopony saw them. Fortunately, it was starting to get late and the sun was on the way down, providing them a bit of natural cover.

"Whoa, nelly, we gotta get ta that train station, and fast!"

"That's the first place they're going to look for us, and we can't exactly just stroll out the front door," Twilight said. "Those are the only ways out of the city!"

"Then, what are we gonna do?!"

"I don't know! We've gotta sneak out of here, but I.. I just don't know what to do!"

The unicorn was on the verge of tears and shaking. She held her head in her hooves, her thoughts going in a thousand different directions at once. However, only one thought kept returning to the forefront of her mind: Her mentor, one of her closest friends, had just tried to kill them. Twilight had always been the one to come through with a plan in the past, but now, her whole world was falling apart.

"Well, we can't stay out here in the open. The guards will spot us when they start fanning out. We should sneak inside one of these buildings, preferably by a back door." Rarity suggested. "We can't stay there forever, but we may be able to figure out something."

"Yeah. Yeah, that sounds like a good idea."

With that, they snuck around to the back of the building they stood again. They tested the doorknob. Locked. With a flicker of her horn, Twilight forced the knob to turn, a quiet snap indicating the lock being broken. They crept inside and closed the door.

It looked to be a clothing store they went inside. The back room had numerous racks with dazzling, high quality dresses and suits. They found a doorway that led to the main lobby of the building. Twilight peaked around the corner. The store appeared dark and empty. It must have been after hours, but they couldn't afford to risk being up front near the windows, just in case some guards looked inside. Though it was unlikely they were going to break the glass just to inspect the place, it was very possible they would check the back door. They knew they couldn't linger.

Rarity looked behind them, checking for any unwanted intruders. She took a long glance at the racks and an idea formed.

"We could use some of these dresses as a disguise. Everypony in Canterlot usually wears something. We kind of stick out like this."

"That's a heck of an idea!" the country mare exclaimed.

"Look!" Pinkie said, pointing into the lobby. "They have some hats. We can use those too!"

Rarity scooped up five random headdresses from a distance and pulled them into the back room while the others grabbed random outfits. They quickly threw them on and the ivory mare set the chapeaus on their heads. Applejack protested at first, but Rarity managed to drape enough of the store's hat overtop the Stetson to render it invisible to the unassuming eye. If they were lucky, they may have been able to hide in plain sight and get away without being noticed.

"So, what do we do? Head ta the train station?" Applejack asked.

"It'll probably be our best bet. Though I don't know how we'd be able to get on board without creating a scene, if it's even there." Twilight reasoned.

"Even if we have to hoof it through the tunnels, it'd be easier to get away from the guards if we're being pursued. It's dark in the tunnels and there's only one way in or out of them. If we tried to go out through the front gate, they could easily just fly over the walls to catch us. It'd take a lot longer to fly over the mountainside," Rarity said.

"Ya could probably seal the first tunnel with your magic once we're out of it, too, Twilight," Applejack suggested.

"That assumes we're able to keep them off our tails as we gallop along that first long bridge that leads out of the station. We'd basically be sitting ducks out there, and we'd have to watch our steps. There are gaps in the track after all, and it'd be too easy to get a hoof stuck," Rarity added.

"I don't suppose you know of any secret passageways in the castle or anything?" Pinkie asked her lavender friend. "Castles always have some kind of hidden passages in stories."

"I'm afraid not. As far as the tracks go.. well, if we do happen to get to the tunnel, what about any guards? Won't they get hurt?" Twilight asked.

Rarity set a hoof on Twilight's shoulder. "Dear, I'm afraid we don't have much of a choice. The whole city is looking for us, and if we're caught, we're as good as dead. At this point, I don't know how many ponies' minds we could change if we tried to reason with them. We'll probably have to fight out way out one way or another, and against a rather large number of rather large guards."

Their ears and heads slumped. Many of the guards had known Twilight since she was little and came to like her, and they had shown their gratitude to the other Elements for everything they had done for Equestria before, but she knew Rarity was right. They had their orders, even if they didn't like them, and there wasn't much more they could do to make the situation any worse. Whether it was only to save their own skin or warn others about Celestia, they had to escape.

"Come on, dear," the white mare said to her depressed friend, "we need to get going. Are we all set?"

They nodded together and got to their hooves. They headed to the rear entrance and slowly filed out of the building, checking overhead and around the corner. So far, it was still quiet in the streets. Most of the Canterlot citizens had vacated the area, save for an occasional straggler, and the girls didn't see any guards just yet. Cautiously, they exited the alley near the front of the store, trying to look inconspicuous. They trotted briskly toward their intended destination, keeping their eyes peeled for Celestia's troops. They had been on their way for about ten minutes before their hearts skipped a beat.

"You five there, stop!" a voice yelled from above.

The girls came to a sudden halt. Slowly glancing up so as not to reveal their faces under the large brims, they saw a pair of the Princess' pegasus guards. They collectively held their breath, hoping they wouldn't land.

"What are you doing out? You heard the Princess! There are fugitives loose in the city!"

"Have you seen any of the mares her Highness showed us?"

Twilight spoke up, badly disguising her voice, "Uh, n-no sirs. We, uh.. we just finished closing up shop and were on our way home."

"Make your way quickly then. There's no telling where they may be."

"Y-Yes sirs. Right away, sirs," Twilight stammered. Despite her better judgment, she spoke up before they were on their way, curious to know their opinion. "Sirs, I've heard about these Elements of Harmony before. What do you think about this? It doesn't seem like something they'd do."

Her friends looked nervously at one another. What was Twilight doing? The disguises had fooled the guards and they were instructed to leave. Why did she want to carry on anymore conversation with them?

The pegasi looked at each other. "It does seem a bit strange, but why would the Princess lie about something as serious as this?"

"Good point, I suppose. Well, we'll be on our way now. Good luck, sirs."

The guards nodded their thanks to the girls and flew away. An audible sigh came from each of their lips, but they knew they weren't out of the woods yet. They continued their march toward the city's only exit as quickly as they could without attracting any unwanted attention, staying close to the buildings and doing their best to avert their eyes from the windows they passed.

A few more aerial patrols flew overhead, two of which stopped to ask what they were still doing outside, similarly to their first encounter, before departing after being satisfied with the answer given. Just like before, they remained in the air to make a quicker sweep of the city. So far, the girls had been surprisingly lucky.

They had been making their way through the city's streets and alleyways for about twenty minutes after getting their disguises. Twilight peaked around a final corner and saw the train station in the distance. She scanned the area ahead as best she could in the faded light. She swallowed hard when she saw the small army of guards marching about. It was going to be nothing short of a miracle getting past them all. The tension in the air surrounding the station and the girls could have been cut with a knife.

The unicorn pulled back and hid herself in the shadows beside her friends. They looked around the corner as well and ducked back into hiding just as quick.

"We'll never get past all those guards! What are we going to do now?" Pinkie whimpered.

Twilight scanned over the area again. There simply wasn't any opening that would allow them to at least attempt to make a break for it. Making one of their own appeared to be the only option.

"Well, I suppose I could put a bubble around us and we- "

"Ahem," they heard from behind. The girls were so focused on what was going on in front of them, they had forgotten about everything behind them. They felt a sharp pain in the pits of each of their stomachs. They had been caught.

"Anything I can help you ladies with?"

Twilight gasped. She was petrified and relieved all at once. It almost made her throw up on the spot. The Elements turned around and saw Shining Armor standing before them. His expression was unreadable as he looked them over under the large hats they hid under.

He suddenly swiveled his head in all directions, checking for patrols. There were none in sight for the moment. He turned back to the five friends and smiled, nodding the opposite way from their intended destination.

"Come on, we've gotta get you out of here," he said with authority. "You'll never make it that way."

Before they moved, Twilight grabbed him with her magic, stopping him in his tracks. He turned and looked at her, confused about her actions. She was on the verge of tears.

"How did you know it was us?"

"Come on, Twiley, you honestly think I wouldn't recognize my own sister's hair color and coat? I've been following you for a bit, keeping an eye on you all. I wasn't going to let anypony take you away," he assured them.

"You don't believe what Celestia said, do you?"

He shook his head, "Not in the least. I've seen how she's been acting for a while. There's been something.. off about her. She's not the same mare we had to come respect as a leader over the years."

"She killed Luna, Shiny. She just.. killed her!" The unicorn's head sank slowly with tears falling down her cheeks. The words hit her brother like a ton of bricks.

"What? Why?"

"I think after so many centuries of ruling, the pressures of her position finally.. got to her," Rarity spoke up. "From everything she said before she tried to kill us, I think she sees us as the straw that broke her back. One of our Elements has been missing for a few years now. It seems those same years have been.. rather difficult on her, I believe."

"But why kill Luna over that? That doesn't make any sense."

Rarity continued, "Luna recommended she get away for a while and cool off. When she offered to take over her responsibilities, Celestia just.. snapped. She thought her sister was trying to take over again as Nightmare Moon."

His jaw nearly hit the ground. He didn't want to believe it, but he said it himself. Celestia hadn't been well lately. Nopony could have guessed things would have taken the turn that they did. He briefly mourned for the deceased Princess and collected himself. It was more imperative now than ever that he get his sister and her friends out of the city as fast as possible.

"Follow me, keep your heads down, and don't speak unless spoken to. Let's go."

"Where are you taking us?" Pinkie asked as they trotted behind him.

"To the chariot take-off point."

"Uh, beggin' your pardon, but doesn't that mean we gotta go back inta the castle?"

"Just for a short distance. Most of the castle should be checked already, and by the time we get there, a majority of the guards will be out in the streets looking for you," Shining Armor explained. "There shouldn't be much resistance. A few at the entrances and maybe a little at the chariots themselves. The only one we'll have to watch out for is Celestia, but I'll get you through. I promise. I know there are other guards that are having difficulty believing what she said, too."


The group nonchalantly entered the front door to the main lobby and hung a quick left, doing their best to stay incognito. Shining Armor had told any guards they bumped into that he found them in the streets and wanted to get them to safety as quickly as possible, offering them a room for the evening. None questioned it. Why would they? He was their captain, after all. Besides, they really didn't want a fight to break out in the middle of the castle. They'd all have been caught and tried for treason without a doubt, including Shining Armor.

"It's just up the hall this way and to the left. Almost there," the captain said.

After several paces, they turned and exited out an arched doorway. Ahead of them, at the end of the walkway, was a large landing area with many chariots ready for flight overlooking the land far below. Two stallion pegasi, one off-white and one a darker grey, stood guard in front of them. The group approached with a hint of caution. They were constantly looking over their shoulders, praying they didn't see anymore sentries. But, just as Twilight's brother predicted, the castle had been relatively barren.

"Captain Shining Armor," the guardians saluted, "what brings you out here this evening? And who are these ponies?"

"At ease, stallions." Shining Armor glanced toward his sister and her companions before taking in a deep breath. He needed to choose his next words carefully. "Interesting night tonight, huh?"

"Indeed, sir. I never would have imagined the Princess telling us something like that."

"Yeah. Seems a bit.. well, unusual. Sudden. What do you both think? Do you think there's legitimacy to what she said?" Shining Armor asked them.

They looked at each other with uncertainty. It was known that the guards around the palace took shifts in various areas to become more acquainted with the whole of Canterlot Castle. This pair had seen how Celestia had been acting plenty of times over the last few years.

"Well, to be perfectly honest, sir.. no. I remember your sister when she was studying personally under the Princess. There's no way in the world she'd do anything like what we all heard. I don't believe so, at least."

"Nor do I. The Elements of Harmony turning on Equestria? That just sounds ridiculous. They're its protectors. Why would they do such a thing? Makes no sense to me."

"Please don't punish us, sir. We were only answering your question."

Shining Armor lifted a hoof to calm their fears and smiled. "Don't worry. I'm glad to hear somepony else feels the same way I do. That's what I'm asking you both for the biggest favor that you'll ever be asked."

He stepped to the side and the five mares stepped forward quietly. The captain lifted their hats just off their heads, revealing their faces to the pegasi. They gasped in surprise.

"Captain, you realize what'll happen if you get caught with them?"

"You let me worry about that. I'm sure you'll understand too, once I ask the favor. I need you both to fly them down to the ground, out of sight of the others as best you can. You'll be flying into the sunlight and most of the other guards are searching the city by this point," Shining Armor pleaded. "You're their only chance to get out of here. I'll watch over here while you're gone. If anypony asks, I'll come up with an excuse why you're not here. Try and stay below direct view of the city if you can. Hug the mountainside and get as low as possible."

He looked at his sister. "Twilight, when you're low enough to the ground, teleport yourself and your friends as far away as you can. When they do," he turned back to the guards, "you start making your way back up here as fast as possible. Do your best not to be noticed if you can help it. Can you do this for me? Please?"

The two stallions looked at each other hard and nodded confidently. Two tiny smiles graced their lips as they turned to their captain.

"Yes, sir. You can count on us."

"Thank you. Thank you both," Shining Armor said with a relieved smile. The five friends beamed with tears forming in their eyes at their rescuers.

"Let's get moving," Shining reiterated, placing the hats back on their heads. "We still need to be quick. Use the chariot on the far end. It'll be easier to hide your movements."

Twilight gave her brother a smothering hug and kissed him on the cheek before heading to their ride. "Thank you, Shiny. Please stay safe."

"You too, sis. Go on, get going."

With a nod, they let each other go. The guards were already strapped in place, ready to depart. When Twilight finally settled into the chariot, they were away. They looked back at the Royal Guard Captain with heavy hearts, wishing he could come with them. Within minutes, they were out of sight.


The chariot had descended quickly toward the land far below Canterlot. All the while, the girls kept watching above, hoping they hadn't been spotted. So far, so good. They were about halfway down when Twilight spoke up to their escort.

"Thank you both so much. For everything."

"It's our pleasure, Miss Sparkle."

"What happened back there, anyway?"

The girls didn't want to relive the horrors they just went through in the Princess' throne room but felt their protectors still had a right to know.

"Celestia killed Luna. She thought her sister was trying to overthrow her like she tried to a thousand years ago when she became Nightmare Moon," Twilight explained.

They each cocked an eyebrow in surprise. "Why would she think that?"

"You've seen how Celestia's been acting lately?" They nodded. "Luna suggested she take a vacation and let her watch Equestria for her for a while. She saw it as a threat. She was about to kill us, too."

The guards' ears drooped in empathy. "We're sorry for you all."

"Thanks," she said with a weak smile. They all were exhausted, physically and mentally, from this whole ordeal, and it showed. Fluttershy was looking more traumatized than usual. In fact, she hadn't said a word since their experience with Celestia. All she seemed to be doing was staring into the distance.

Twilight looked below and saw the ground approaching rapidly. "I think I should be able to make this jump. Girls, when we get back into town, rush home and get your families and a few supplies like food and water. Take only what you need to survive. We've gotta disappear for a while, and we need to carry light."

"Where are we going to go?" Pinkie asked.

"What's the closest place to Ponyville?"

"Appleloosa, Ah reckon."

"Then that's where we're going. We just have to stay away from the roads at all costs. Once you're ready, head to Sweet Apple Acres. Be. Quick. It's the furthest out of town and the furthest south. We'll be heading that direction anyway," Twilight instructed.

Though the pegasi had their attention focused in front of them, Twilight smiled warmly at them. They felt the gratitude in her words. "We won't forget this. Thank you again."

They glanced back and smiled.

"Here we go, girls!"

In a flash of purple light, they vanished from the chariot. Seconds later, the Elements popped onto the ground many feet below their escort, who had turned around and were climbing back to the landing strip. Though Twilight was momentarily dazed from such exertion, she shook it off quickly and they galloped as fast as their legs would take them. She smiled softly and teared up while she sprinted.

'Thank you, BBBFF.'


"Anyway, Rarity found the Crusaders playing at her Boutique, despite the hour, so they came with us. Spike 'n Big Mac too. Ah tried ta convince Granny Smith ta come, but she said she was too old 'n too tired ta go on such a journey, no matter the circumstances. We waited as long as we could for Fluttershy, 'n Luna knows we didn't want ta leave her, but we had no choice. We had ta get out o' there," Applejack said, hanging her head as she remembered the last time she'd ever see her yellow friend.

Rainbow had listened intently and, as the story went on, became more and more noticeably distraught. Her mouth hung open and her eyes glistened with tears.

"Anyway, we made it ta Appleloosa like Ah said, hid with the buffalo out in the plains until Derpy found us, got a small group of ponies ta help us bust out the Doctor 'n everypony else Celestia took as prisoner when she sacked Ponyville, grabbed what we could 'n set up a small base here. We've been fightin' her ever since."

Rainbow's lips quivered and her gaze slowly fell. The dry trails of tears on her cheeks became wet again. She now knew the whole story and felt worse than she ever imagined she could.

"It.. i-it's all my fault."

Applejack tilted her head sadly and reached out to her sobbing friend. "Rainbow?"

"It's all my fault! Celestia, this war, you, Twilight, Fluttershy, everything! It's all my fault!"

"What're ya talkin' about?"

"You said it yourself! Celestia said if I hadn't disappeared, n-none of that stuff would have ever h-happened! If I hadn't done that damn trick, I would have been there and none of this would have ever happened!"

She hunched over, tears pouring from her eyes like waterfalls into her lap. She could barely breathe. She wouldn't have cared if the whole world was watching her right now.

"Don't ya go thinkin' that! You didn't kill Luna. You didn't kidnap half of Ponyville 'n do who knows what to 'em. We couldn't have known that trick was going to do what it did. Don't go blamin' yourself for any of this, ya hear me?"

The broken pegasus sat there shaking.

Applejack's eyes began to water as well. "Rainbow.. please.. I-"

"Leave me alone."

The orange mare stood up quietly and hugged her friend, kissing her forehead. It felt as if somepony reached into Applejack's chest and crushed her heart. She honored Rainbow's wish and left the mess hall, turning one last time to look at her friend. Applejack had fought letting tears fall to stay strong for her friend. She failed.

Rainbow sat there on the ground in front of the table, depression numbing every cell in her body. She wanted to die.

Chapter 14

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The Commander was reviewing the map on the table in the center of the control room, trying to form their next plan of attack. She hadn't heard from any of the scouts in a little while, but wasn't worried. They hadn't let her down yet and always managed to find their way home.

There hadn't been any interesting chatter from the radio in several days either. At least, nothing that caught Vinyl's attention. The communications expert had mentioned a few days ago about some rainbow maned pegasus flying over Ponyville. Though she didn't admit it openly, Derpy knew exactly who the former DJ was talking about. The only question that started burning through her mind was the same one that was currently bugging her: When was she going to see Rainbow Dash again?

Applejack had been speaking with the time lost mare for a while and Derpy was starting to get a bit annoyed. There were things she needed to go over with Rainbow and, despite the war going on for almost forty years, time was always of the essence. One day too late could mean victory or defeat at an important staging ground, and who knows where that could lead. Before she had the chance to stomp through the base looking for the Sergeant, Applejack appeared from the hallway.

"Where the hell have you been? Where's Rainbow Dash? I specifically asked her to come see me when you were done."

"Beggin' yer pardon, Commander," Applejack muttered, "but Rainbow's in the mess hall. We.. had a little talk. About Celestia 'n what happened. She ain't takin' it too well. She thinks the Princess snapped because of her. Or rather, because of not her, if ya get what Ah'm sayin'."

"Yeah, I think I understand. She thinks Celestia blames her for everything because she wasn't there. In a way, she's kind of right," the Commander said with a faint smirk.


"I'm not saying it in any kind of derogatory way, Sergeant. Just an honest way. But we can't worry about the past right now. We've still got a war to win. Also, Sergeant, I'm going to want you in the loop with her at all times. You and your friends know her best and she trusts you. Lieutenant Spoon, take over for me."

"Yes, Commander," she said with a salute.

Returning one, Derpy left the control room and marched to the mess hall with Applejack following.


The pair found Rainbow sitting in the same position she was when her country friend left her alone. The pegasus had only recently stopped crying; she had no energy left to spend. All she could do was think. She didn't even notice the hoofsteps of the two officers as they entered the room.

Derpy motioned for Applejack to stay put while she talked to the devastated mare. Even though she could easily see how upset Rainbow was, they weren't going to accomplish anything by moping around. Just like she said to Applejack, they had a war to win, and if the Doctor's words were correct, Rainbow was an integral part of it. The Commander walked around the table and sat down across from Rainbow.

For a moment, she kept silent. She needed to gauge Rainbow's reaction to her arrival. No change. It seemed Derpy was going to have to go on the offensive in order to break through to the blue mare.

"Look, Rainbow," she said, "I can't begin to imagine what you're going through right now. But I'll tell you right now, none of this has been easy on any of us. We've lost a lot too. Friends, family. Fathers, mothers, children, you name it. Somehow, we haven't lost our minds yet. Probably because, despite everything, we've remained strong.

"You were.. no, are.. the Element of Loyalty. If you ask me, you were one of the strongest ponies out there, whether you were to have been an Element or not. I know about how you had to fight for your friends and for your home, even if things had to get physical, and I know that you wouldn't quit as long as you could draw a breath."

Rainbow blinked and slowly looked up at Derpy. She still looked miserable, but it was the first sign of life in a short while.

"Right now, we need you to be stronger than you thought you could be. We need you to help us win this war. The Doctor passed on his Screwdriver to you above all other ponies because he saw something in you, even though you weren't even here. He barely ever let me use it, and I traveled around the cosmos with him for a long, long time. I realize you still barely know what it does, but trust me, that little tool wasn't something he just imparted to anypony."

Derpy breathed deeply and leaned forward, folding her hooves together. She steeled herself for the possibility that Rainbow was going to have a fit in a moment.

"In order for you to fight this war with us, however, we need you to be as close to 100% as possible. As it stands, those wings are in horrible shape. I'm not a doctor, so I can't say just how much damage has been done to them. But, it's a good bet that by the end of this thing, we may need you flying, even if it's only a foot off the ground. I wouldn't want you or anypony else high in the air, what with the planes controlling the sky. But, worst case scenario," she paused and sighed, "you may need new wings. You saw what we did for Spike. It's possible you'll need the same procedure done."

Her words took Rainbow's already crushed state of mind and stomped it further into the ground. Her head sunk back down again.

"I know that's something you don't want to hear. I wouldn't either. But like I said, we need you. I can't imagine that you wouldn't want to be at your best, whether you wanted to help or not. I'm asking you not as a commanding officer, but as a friend. Help us. Not only do we need you, but Equestria needs you. Show me why you're the Element of Loyalty."

As Derpy got up to leave, Rainbow shifted her eyes away, the words weighing heavily in her mind. She once said she'd always be loyal to the Princess. But after hearing Applejack's story, and seeing the obvious truth behind it all around her, she knew where her loyalties lied. If there was any one thing more important to her than the Princess at any time, it was Equestria.

"Wait," Rainbow said quietly. Derpy stopped in her tracks by the entrance and turned around.

"I told Rarity before I was brought here that I wanted to help. That hasn't changed." She slowly turned around to face them. "What.. what do you want me to do.. Commander?"

A grey hoof rested on Rainbow's shoulder, and a smile shown on Derpy's face. "Come with us to the medical ward. We'll have our doctors take a look at you. Regardless of what they tell you, just remember that your friends are here for you. They're pretty loyal too, y'know."

For the first time since she returned, she was able to smile.


"I have to say, I've never dealt with so much internal damage to a set of wings in my life. I've seen bullet wounds, burns, breaks, but nothing like this," the light purple stallion said. "Miss Dash, if you expect to fly again, you're going to need a transplant. There's no two ways about it."

Rainbow laid on the examination table. It took the doctor about a half hour to do all his tests. While he took x-rays, they only showed her wing bones. They simply didn't have any equipment that could reveal damage to muscles or tendons, but the evidence that something was wrong was obvious enough. Every touch he administered caused the pegasus to at least wince. When he tried to extend them with his magic, the entirety of the base must have thought they were under attack.

"What exactly is the situation, doctor?" Derpy asked.

"Well, after what Miss Dash told me, I wouldn't be surprised if most of her tendons are injured, though I don't believe they snapped off her bones. Her wings would be falling open loosely. That's not happening here," the doctor explained. "Amazingly, nothing's broken, but in several places they appear to have rubbed together quite a bit. If that's the case, that would mean there was little to no cartilage left in those particular joints. You wouldn't be able to fly without extreme pain all the time."

Rainbow took a deep breath, trying to remain strong like Applejack and Commander Derpy would want her to. An orange hoof never left her own as she was told the news.

"How long would this whole thing take, doc?" the blue pegasus asked. She bit her lip in anticipation.

"The surgery can be done over the course of a hoofful of hours. We've gotten fairly used to the procedure but it's still a long one. Once you're ready to go, you shouldn't be in the recovery room more than a few days at most. Rehabilitation, though, can take months. Can be only a few, but it could be upwards of a year, depending on how much effort one wishes to put into it, how well their body adjusts, that sort of thing. Everypony is different."

'Jeez,' she thought, 'Spike wasn't kidding. This is going to feel like forever.'

"You won't be able to fly for a while, and it'll probably feel kind of weird at first, Rainbow," Derpy spoke up, "but it's better than staying grounded. I know how much you loved to fly too. The ponies who specialize in the rehabilitation are very good at what they do, so you'll be in good hooves."

"I probably won't be able to actually feel anything if I touched the wings, huh?"

"Unfortunately, no," the doctor stated. "The base will be grafted to your muscles and your nerves, but the wings themselves still just be sheets of metal."

"It's.. it's just that.. it won't be me anymore, y'know?" Rainbow complained.

"All pegasi who have this procedure done go through something like that, Miss Dash. It's perfectly normal and understandable," the doctor assured.

Derpy took a step forward and spoke up. "You don't have to do this if you don't want to, Rainbow, even though it would be best. I won't force you to do anything you don't want to do."

She sighed heavily. Rainbow did want to be at her best if she was going to get involved in trying to save Equestria, but losing what pegasi would call a piece of their heart and soul would feel almost as horrible as learning that the Princess you trusted for years turned into a madpony. Still, she made a promise to herself that she'd do whatever it took.

"When can we get started?"

"Have you eaten anything recently?

"Yeah, about a little more than an hour ago I think." Rainbow hadn't noticed any clocks around until she stepped into the medical ward if they were around. Perhaps she passed some on her trip through the base and simply didn't pay attention.

"Then we'll need to wait until tomorrow. It's.. " he looked at the time, "8:40 in the evening right now. Let's schedule for 2 o'clock in the afternoon. Be sure not to eat or drink anything else till then. We'll get something in you after you wake up. I suggest you get some rest, and I'll see you then."

She nodded as the doctor stepped away to write down the appointment and prepare his inventory. He'd have to talk to some of the nurses when he saw them in the morning.

Derpy bowed her head to her injured friend, "You've got just as much guts as I remember, kid. You'll be fine, I know it."

"I hope so."


It had been the most restless night Rainbow ever had. Every minute she tossed and turned seemed to take an eternity. She wasn't sure if she got a wink of sleep and it showed. Her eyes were bloodshot and drooped heavily. However, once she made it to the operating room the following afternoon, all the fatigue vanished in a second. Now, she was just terrified, even though she knew what she agreed to. It still didn't make it any easier to deal with.

She wasn't sure how long she laid on the table as the doctor and three of his assistants did their pre-surgery planning. Where the world had slowed to a crawl the previous night, it was zooming by almost as quickly as she normally could right now. Only twenty minutes had gone by, but she would have told anypony half the day had disappeared.

A million things were flying through her mind as they looked over their equipment before hooking it up to her, checked the necessary paperwork, looked over Rainbow's vitals, and cleaned their instruments. The sight of needles, scalpels and other sharp, pointy objects laying on the tray to the side of the room made her stomach take a sudden leap from an extraordinarily high cliff and she nearly wet herself. Derpy and Applejack's presence before the doctors got started didn't help her feel at ease very much, though she wouldn't have denied that the orange hoof running through her mane felt a little nice.

Then, she heard the most unnerving words she could imagine.

"Miss Dash, we're ready."

Rainbow took a deep breath, trying desperately to shake off the fear and keep her stomach from emptying itself all over the floor. She was having a bit of trouble with both, but managed to overcome her body's natural responses. With a light nod, she turned to Applejack with worried eyes. The country mare smiled sweetly and kissed her on the forehead.

"We'll be here when ya wake up, girl. Don't ya worry now."

The doctors took one last look at Rainbow's vitals. Aside from an understandably quickly-beating heart, everything was fine. After the officers had vacated the room and the door was shut, the anesthesiologist took hold of the gas mask and wrapped it over her muzzle, turning on the tank.

"Count backwards from ten please."

She almost instantly felt the effects and felt her eyes getting heavy.



Rainbow slowly opened her eyes and shut them back tightly almost immediately. Once they had adjusted through her lids, she allowed them to creep open again. She was laying on her stomach in a soft bed. Her head was still spinning a bit but it was nice seeing light again, even if it stung just a bit at first. She tried to look around but found it rather difficult due to the anesthesia still swimming around her system. Out of the corner of her eye, she could make out an orange blur.

"Hey, sugarcube. How ya feelin'?" Applejack whispered.

Groaning softly, the cyan mare spoke up, "How long.. ?"

"They finished up a few hours ago. You've been asleep since. Yer vitals are looking fine, too."

Rainbow breathed deeply, trying her best to clear out the cobwebs.

"You.. here.. " she mumbled.

"Mhm. Been with ya since ya got out of surgery. You were under for about seven hours. All that unicorn magic sure makes difficult things a might easier, Ah'll tell ya what. Can't imagine how long somethin' like what ya went through would take without it."

The nurse watching over her walked up to the bed, clipboard in her hoof, and smiled when she saw the pegasus stirring.

"Ah, she's waking up. Good, good. She did very well during the surgery and has been doing nicely here, too," she said.

"Any idea when she'll be able to get up 'n walk around a bit?" Applejack asked.

"Should be able to tomorrow. She's got some remarkably strong will. She just needs to rest for right now. But, if you'll excuse me, I have a couple other patients to look over," the nurse said with a smile as she left Rainbow's side.

"Ah'll let ya take it easy for now, Rainbow. Ah'll see ya tomorrow at some point, OK?"

She offered the old mare a tired smile. Once she saw her friend leave the room, she tried to flex her wings, just out of curiosity. Try as she might, aside from a faint tug in her back, nothing moved. A single tear fell down her cheek and she drifted off to sleep.


The doctor let Rainbow rest halfway into the morning before disturbing her. She was feeling quite well rested, but still ached inside with the knowledge that her wings were gone. Or at least, no longer natural. The doctor had her sit up to stretch her legs a bit and the blanket fell to the bed. Even though she knew what to expect, seeing the actual transplants was incredibly jarring.

The wings were surprisingly detailed compared to what Spike had. Even though they were folded up against her sides, she could easily see what could be described as metal feathers. Not nearly as many as her real wings; there were only nine feathers mounted tightly to these. Base plates, similar to Spike's, were attached to both sides of her flesh. Smaller version of the rotors her dragon friend had connected the wings to her body, allowing them to rotate slightly for when she could get airborne again.

She rubbed a hoof along them, and the edges felt gently rounded, likely so they couldn't accidentally slice through the skin. The artificial plumage extended just slightly past her flank. She had no trouble whatsoever in holding them up, despite their length. Whoever crafted them did an exceptional job of keeping them light and strangely aerodynamic.

"As I said the other day, Miss Dash, the way you're probably feeling right now is completely normal," the doctor stated. "I admit it won't be easy to get back on your hooves for a bit, but you have friends here who I know will support you. Other than that, your test results look perfectly fine."

A faint yellow stallion with dark grey mane, wearing a white lab coat, stepped up to the pair as they discussed the situation.

"Miss Dash, this is Dr. Neurocell. He'll be helping you with gaining control of your new wings."

Dr. Neurocell and Rainbow shook hooves. "A pleasure to meet you. Commander Derpy told us you were pretty important to the war and wanted us to get started right away. Come with me, please."


Rainbow sat with electrodes on her head, hooked up to a machine that was keeping track of her neural signals. Her young, strong body was able to generate stronger ones than Dr. Neurocell expected, but it was a pleasant surprise. As they had walked to the doctor's lab, he explained to the mare the basics of what they were going to go over.

Aside from being informed that it was a long road to flying again, most of it went way over her head. The easiest translation of his technical jargon she could come up with was along the lines of 'tell your wings to move as if they were still there'. She silently thanked the stars that that was basically all there was to it, but almost seemed a bit disappointed that such amazing technology would have such a simplistic answer.

He opened her wings manually and extended them fully. They clicked quietly into place when they reached their full extension, just like Spike's did when he flew them to the gorge. When she asked about their size, the doctor explained that it was necessary to be so large, since, even though they were fairly lightweight, they were still heavier than the real thing and needed to be able to generate more lift to carry the pegasus.

She couldn't deny to herself that they were strangely intriguing, despite still feeling upset over the whole ordeal. She wondered how much more amazing stuff could have come from Derpy's TARDIS thing if it was never exploited the way it was.

Over the course of about twenty minutes, Dr. Neurocell informed her that he would want to see her on a daily basis if at all possible to see how she was doing and perform some tests. He explained that the more effort she put into forcing her wings into remembering how to flap, the faster she could be airborne again. He also provided her a few simple exercises she could do on her own to help speed things along.

Her anguish faded away slightly as she listened to the doctor. In her mind, he inadvertently laid out the groundwork for a challenge. She wondered if the doctor was ready to see how much effort she was willing to put forth to seeing the sky again once she had completely gotten over everything that had happened over the last few days, planes or not.

He was writing down some test results when he heard the sound of hoofsteps from the doorway.

"Commander, good to see you!"

"Doctor. Rainbow. How are things looking?"

"Very good, actually. She's got a lot of fight in her, it seems," the doctor praised.

A confident smirk formed on Derpy's face. "I expected nothing less from this one. I know this is going to sound a bit sudden, doctor, but I'd like to get Rainbow acquainted with her new team right away. She hasn't seen what we go through just yet.. long story.. and I need to get her up to speed as fast as possible."

"I would still like to take a look at her for a couple more days if that's OK, Commander. She could also use a little more time to recuperate from the surgery," Dr. Neurocell suggested.

"You will. Her new team just returned from a mission a couple hours ago and I want them to get a little rest before sending them right back out into the field, plus we need to go over things and maybe restock supplies. They're waiting in the war room for me right now."

Rainbow was caught off-guard at how quickly Derpy expected her to join the war, but she did tell the Commander that she wanted to help. She hoped the cross-eyed mare's confidence wasn't misplaced. Still, Rainbow couldn't help being curious about her strike team.

"Commander," the blue pegasus spoke up, "is it anypony I know? Is Applejack coming with me?"

"She's not, no. I want her to stick close to me, so she won't be seeing any action. She hasn't in years, anyway. But, trust me, you'll recognize your crew. I also expect you to listen to whatever your commanding officer tells you to do. Is that understood?"

"Yes, ma'am," Rainbow said. She saluted Derpy, almost naturally. Perhaps being around the other troops had rubbed off a bit.

The gray mare acknowledged her friend with a tiny grin. She reasonably suspected that Rainbow was still hurting inside quite a bit. However, she was showing a promising amount of resilience in spite of everything. Derpy half expected to find Rainbow laying on the floor in the mess hall with slashed wrists after learning that Applejack had told her about Celestia's breakdown and the reasons behind it. Derpy thanked her lucky stars that whatever was keeping Rainbow from having a breakdown of her own was there.

Unfortunately, the Commander also knew that, aside from the aerial battle she was involved with on the way to the base, she had no real combat experience. She hoped that Rainbow's team would take extra care of her. Losing her could be catastrophic to the war effort if the Time Lord's letter was correct.

"Doctor, if you'll excuse us, please. Rainbow, come with me. We'll discuss what I'll have you doing once you've met your team."

"Good luck, Miss Dash," Dr. Neurocell said as they departed.


Rainbow followed her Commander out of the small lab and to the right, back toward the control room. The troops stood at attention as Derpy walked by. She briefly hailed them, not stopping to pass along any orders or check on any progress. Lieutenant Spoon was handling the situation just fine in her stead. Rainbow glanced around the room, marveling at all the electronics. She wondered for a moment if she would ever have the chance to play with any of them as she walked by.

The cyan mare saw on the far side of the room a well lit, large hallway that looked familiar. She assumed it must have been where she and Spike came in. At the back wall of the control room was a corridor, fairly dark compared to rest of the area. Derpy escorted her down the dim entranceway where they came to a large metal door.

With a loud creak and a strong push, it slid open. The Commander stepped inside the war room first, interrupting the conversation her elite squad was having. Upon hearing the familiar voices, Rainbow's attention was captured completely. Derpy stepped aside and nodded her in. The low lights in the hallway hid the blue mare's form from the team's sight, but once she entered the room, four jaws hit the floor.

Chapter 15

View Online

She had been aware for roughly five days that over forty years had passed since she left home. Once she accepted this fact, it wasn't going to be a surprise to see that anypony she met that she recognized will have changed a bit. Upon entering the war room, that notion was simultaneously destroyed and reborn all at once.

It wasn't a huge shock to see one of the four mares who stood in front of her. Spike did tell Rainbow that Pinkie had her own little group that she led into battle from time to time, and he said they were exceptionally good at what they do. It was the others that caught her a bit off-guard. Either way, though she wasn't showing it, Rainbow was thrilled to run into more of her old friends.

Oddly, Pinkie physical appearance looked almost no different than she did when Rainbow last saw her. Her outfit told a different story, however. She was wearing a thick, black vest over her torso and a weapon-laden belt around her waist. A small ankle band housed a knife, evident by the handle sticking up, and around the entirety of the vest were a pair of crossed straps, one carrying several grenades in a row and the other a long chain of bullets.

There were two things that threw Rainbow's focus off her garments. One was the lack of any evidence of aging. She had no grey hairs in either her poofy mane or tail, and she had no wrinkles anywhere that she could see. The second was her cutie mark. Her trademark balloons were still there, but now, branded into both her hips, there was a circle with a line through them.

The other three mares in front of Rainbow were no longer the young fillies she knew in the past who seemed to get into more trouble than the rest of their old classmates put together. Apple Bloom, Sweetie Belle and Scootaloo, as well as their leader, stared at the blue pegasus as if they had seen a ghost. For all intents and purposes, they had.

Their gear was similar to Pinkie's. The most noticeable difference was that Scootaloo was wearing an olive drab vest that didn't look thick enough to keep rain off her coat and a black strip of fabric around her head, presumably to keep sweat out of her eyes.

Apple Bloom's tail was styled similarly to her older sister's but was not quite as thick, and her shoulder length mane almost resembled Rainbow's. There was a hint of grey streaks in her hair. The large pink bow she always wore as a youth was gone. A small scar ran across her right cheek. She almost looked ratty and worn, but given the violent circumstances she and her friends purportedly found themselves in, that wasn't a surprise.

Sweetie Belle appeared to be the least changed of the three. Her mane and tail were as striking and vibrant as Rarity's used to be, not a single grey to be seen. The short curls she used to have were longer now and were still just as full and bouncy. Not a single bit of make-up was on her face and frankly didn't need to be. In spite of the war, she could easily be considered what most stallions, and probably some mares, would call naturally beautiful.

Scootaloo surprised Rainbow the most out of all of them, once she caught herself looking over her number one fan. Her tail was even shorter than Big Macintosh's used to be, and her mane was buzz cut, barely an inch high. In her mouth hung a thick hay cigar that the cyan mare could smell across the room. Her wings had grown to a normal size, giving Rainbow hope that she finally learned how to fly, and she was rather muscular for her size, similar to how the cyan pony still looked thanks to her training before she vanished.

What separated Scootaloo the most from her friends was her flank. Apple Bloom's cutie mark showed a hammer with an apple behind it, signifying something in construction, Rainbow reasoned. Sweetie Belle's was a microphone with a pair of notes next to it, obviously indicating Sweetie becoming a singing sensation. However, for Scootaloo, instead of any design on either side, there was a large scar on her left that ran from halfway down her ribcage to the back of her rump. Another scar crossed down the side of her back leg, stopping a few inches above her knee, forming an X.

After examining her friends, Rainbow took a few steps forward and smiled. "Hey, guys. Been a while, huh?"

The first to react to her attempt at a lighthearted joke was Scootaloo. She spat out her cigar and stomped up to her former idol with an angry snarl, punching her square in the jaw and knocking her hard to the ground. The others ran up and tried to restrain the infuriated orange mare.

"Loo, stand down! That's an order!" Derpy barked at the pegasus.

"Where the hell have you been?! Why did you abandon us?! Why did you abandon me?! I thought you gave a shit about us, you scum-sucking piece of trash!"

No tears leaked from her eyes as 'Loo' went on her tirade. Only rage and hatred poured forth. Derpy stepped up to the struggling group and took hold of Loo's top, spinning her over and slamming her into the dirt.

"Calm down, or I'll throw you in a cell until you do!"

Her heavy breathing began to slow as she and her Commander stared each other down with Loo eventually acquiescing. Derpy authoritatively tossed the shirt from her grip and allowed Loo to stand up again. She may have calmed down on the outside, but it was obvious to her friends that she was still fuming on the inside. The pegasus turned around and angrily sat down in front of the table in the center of the room, glaring at her old hero.

Rainbow rubbed her jaw and found a red spot on her hoof. She licked her lips and could taste the blood pooling up where Loo split her open. Slowly, she lifted herself up and looked past the others to her former admirer. She felt the weight of six stunned eyes glaring at her, but two others in particular upset her the most. They stared daggers into her soul from halfway across the room. Rainbow wasn't sure which hurt worse – the punch to the face or the words.

"I.. I can't believe it's really you," Pinkie whispered in amazement. She blinked when she caught a glimpse of her manufactured limbs. "Your wings! Good Luna, what the hell happened to you?"

Loo chuckled spitefully, noticing Rainbow's sides when Pinkie spoke up. "The world's best flier is probably grounded. Sorry, but that just makes my day."

Pinkie's eyes exploded in anger. She marched over to the pegasus and slapped her across the face. It stung, but nothing Loo couldn't handle. She shot to her hooves and got nose to nose with her commanding officer.

"What was that for?!"

"You of all ponies should be sympathetic!"

"Knock it off, both of you!" Derpy yelled with a stomp. Pinkie took a calming breath and returned to the others. Loo plopped back onto the ground and leaned up against a leg of the table. "There'll be time to discuss what happened later. Right now, you've got a two-part mission."

"Two-part?" Sweetie Belle asked.

"Yeah, what does that mean? Plus, well.. we just got back. What could be so important that we gotta head right back out again?"

"You're going back to Baltimare. Apparently, Celestia had the air strip rebuilt, according to some of our scouts," Derpy explained.

"How long has it been operational, Commander?" Pinkie asked.

"She must have started fixing it back up from scratch soon after you left the first time, so probably a short while. Not sure myself what's so important about it. But, we still have to take it down. Think you can handle it?"

"C'mon, Commander. Who do ya think yer talkin' to?" Apple Bloom smirked. "But, that's only one part. What's part two?"

Derpy looked at Rainbow, who noticed her gaze from the corner of her eye. She met the officer's stare and cocked an eyebrow, wondering what Derpy was thinking.

"As you know, Dash here has been.. MIA for quite a while. She hasn't been out in the field yet, because.. well, frankly, she just appeared on our doorstep about only a week ago. I'll let her explain things later if she wants."

She took a deep breath, fully knowing what the party was going to say, and continued, "The main thing is that I'm adding her to your team until we're ready to attack Celestia directly again."

"What?! No!" Loo shouted, jumping to her hooves. "There is no way in hell I'm working with her!"

"I'm afraid I have to agree, Commander, though not as.. eloquently as Loo," Pinkie interjected. "We've got a system. Adding another pony into the mix could throw things off."

"Sorry, Colonel, but she needs to see some action, and I can think of nopony better for her to see it with. I need you to not only carry out your missions, but keep her safe at all costs. If the Doctor was telling the truth, she's important to our ultimate victory."

The pink pony looked away defeated and smirked. She knew she wasn't going to win the argument. "Yes, ma'am. We'll do whatever it takes."

"Ya can count on us, Commander," Apple Bloom said with a proud salute. Sweetie Belle followed, and finally, after much obvious protest, Loo did the same.

Rainbow scanned over the room. Aside from the six of them, there was nopony else there.

"Soooo, where's the rest of the team?" Rainbow asked.

"You're looking at it, kid. They haven't been the Cutie Mark Crusaders in a long time. Now, they call themselves the Party Crashers," Derpy said with a coy grin.

"Wait a minute," the blue mare blurted, "your whole most elite squad is four ponies?! That's.. how?"

Pinkie smirked, "Come on Dash, you know how prone to destruction these three were back in the day. Now, they're putting it to good use. Go figure."

Sweetie and Apple Bloom snickered and looked at each other, a bit embarrassed at being reminded of their ridiculous adventures. Loo rolled her eyes and snorted.

"So, Commander," Pinkie said, "when are we heading out?"

"Thirty-six hours. Figure that'll give you some time to rest up a bit, clean your weapons, gather the necessary supplies, all that happy crap."

"Roger. Girls? Come on, let's go get something to eat. I don't know about you but I'm starved. And Rainbow?" The pegasus looked at her old friend. "I don't know what happened to you. We can talk more about that on the way to Baltimare. But, it's still great to see you again." She smiled genuinely for the first time in a long time.

Apple Bloom and Sweetie each gave Rainbow a hug on the way out. Pinkie had to visually assault Loo to get her off her flank and join her friends. Fluttershy would have been proud of the pink pony's stare. The orange pegasus rose and growled as she stormed out the door, aggressively bumping into Rainbow as she left.

"Don't mind her, Dash," Pinkie assured her friend after Loo was out of earshot. "She's been a little annoyed at the world for a long time. We'll meet you outside the control room when we're ready to go, alright?"

"Sure. Tell me though," Rainbow paused, "it's all because of me, isn't it? I mean, she said it herself, y'know."

Pinkie frowned and looked awkwardly at her before shifting her gaze to the floor. Rainbow got the hint and hung her head in sorrow. Add another one to the long list of ponies that had suffered thanks to her.

The one-time party mare rested a comforting hoof on the pegasus' shoulder. "I'll see you later, OK?"

"Yeah," she whispered, rubbing her friend's hoof.

Derpy and Rainbow stood alone in the large, silent room for a moment after it had cleared out. "Try not to think about it, Dash. War is hell on everypony. Just remember, in a day and a half, you're not going to have much time to worry about anything other than keeping yourself alive. It's several days walk to Baltimare, but a lot can happen between here and there."

"Commander, didn't you want to talk to me about some things before I went under the knife?"

"I did, but Applejack told you enough of it. The rest of it is learned out in the field. Just listen to Pinkie when you're out there. Trust me, you're in good hooves. They won't let you down and I suspect you won't let them down either, even if.. some of them don't quite feel the same. What they think of you ultimately isn't important. Winning this war is."

Derpy extended a hoof, letting Rainbow leave first. "Go ahead and talk to the ponies in the weapons depot. They can help you get more familiar with what you're going to need. After you."

As they left the war room, a previously unnoticed crack broke open on the wall, an ominous white glow leaking out.


Pinkie, the Party Crashers, and Rainbow had gathered the necessary stuff for their trip east: Food and water, numerous guns, ammunition, binoculars, walkie-talkies, a map and compass, a launcher with a hoofful of rockets, a dozen and a half small explosives, a few detonators, and Apple Bloom had her personal favorite, her bow and various arrows. How her four companions were carrying so much boggled Rainbow's mind. All she had on her was a similar black vest to what Pinkie wore, two straps around her chest with ammunition attached, and a belt. Most of the explosives were in her saddlebags.

They'd been traveling without interruption for two days now. There were mostly dried up plains where they went, scorched by an unsetting sun and a complete lack of hydration. They considered themselves lucky that they hadn't come across any patrols. However, Twilight made it a point to teach all unicorns in the base various offensive and defensive spells that she knew, and Sweetie managed to learn a camouflage spell that got a lot of use during their travels between missions, hiding them from many planes overhead.

Rainbow had told them about what she had experienced up until when she came face to face with them. Finding herself misplaced in time, the fights with the jets, running into Spike and Rarity, the surgery, everything. The Party Crashers shared some of their war stories in return. Hearing them talk about their exploits took the pegasus back. It almost felt she was listening to their crusading all over again.

Unfortunately for Rainbow, Loo was unsurprisingly quiet during most of their trip. She had already made it perfectly clear she didn't want her old idol around. Even after hearing that her disappearance was a complete accident, Loo felt no sympathy towards her or remorse for punching her. Rainbow desperately wanted to break through her coldness and try to fix things, but Loo had absolutely no interest. To her, there was just the next mission and nothing more.

Pinkie's ears suddenly turned to the north. A familiar, distant sound broke through the air. She hushed her friends and they froze in place, listening intently. The faint roar of engines was coming their way.


"On it! Rainbow, scoot in."

"Ugh, and I was hoping for a bit of action," Loo snorted.


They huddled together and her horn glowed a light blue, just like her older sister's. After a spark, a small blue dome formed over their bodies. The pair of jets glided overhead, seeing nothing but an empty, beige sea of dead grass. They continued on their flight path and once they were out of sight, Sweetie lifted the spell.

"Come on, you know we could have wrecked their shit," the anxious orange pegasus said.

"We are not wasting supplies on a patrol, Loo. You know better than that," Pinkie scolded.

"It's just so boring, these trips."

"Maybe so," Apple Bloom added, "but we have our orders and we really can't delay. Besides, most of the war has been spent walkin' from one place to another. Just the way it is. Maybe if you joined us in the conversations, you wouldn't be so bored. You ever think about that?"

Loo squinted angrily.

"I have nothing to say."

Rainbow trotted up next to her fellow pegasus. "Come on, Scootaloo, I've been trying to get you to talk to me for a few days now. I already said I was sorry a hundred times, what more do you want? I mean, Sweetie Belle and Apple Bloom don't hate me for what happened. Why do you still?"

She came to a sudden stop and glared at Rainbow. The others took a few more steps before they realized the pair of pegasi were in each other's faces.

"First of all, it's Loo, A.B., and Belle. Get it through your head. Second, I still hate you because I eventually came to realize that everything you did before you disappeared, everything you said, was all about you! About inflating your precious ego! Even that damned Rainbow Ring thing was all about outdoing yourself as much as possible! Nothing you did was ever really for me or your friends or your fans, it was for you! 'Hey, look how wonderful and great I am!' Pfff! Yeah, loyalty. Right."

"Except I was loyal before I vanished! Ask anypony! Besides, I did all those cool tricks and stunts for you because you seemed to like them!" Rainbow's last nerve was started to get rubbed raw.

"And yet not once did you ever stop to ask what we really cared about. Just hanging out with us would have been more than enough. But, all everything ever was to you was another chance to show off, and guess what? It came back to bite you, and now the world is at war, all thanks to you."

Loo turned and continued walking after twisting the knife. A.B. and Belle grimaced at their friend's words, knowing it was something Rainbow didn't need to be reminded of. It was an extremely low blow. Rainbow stood motionless, astounded that the filly who used to worship to sky she flew through would have ever sunk to such a level. Once the initial shock wore off, the cyan mare glared at Loo as she strolled away.

"Nice cutie mark, Loo," she said sarcastically. A part of her couldn't believe she just stooped to her level, but at the moment, Rainbow didn't care. If Loo was going to act like a jerk, she was going to return the favor.

"Girls.. "

The orange mare stopped short again. She craned her neck back and shot Rainbow a cold yet unconcerned look.

"It is, isn't it?" she responded, pointing to her wound.

"That's a scar."

"I earned it all the same," Loo said, marching again.

Rainbow was a bit surprised that Loo didn't try and come at her like she had before. When she was young, hearing something like that from the bullies in school would have sent her into a small fit of rage.

"OK, drop it, both of you," Pinkie commanded. "You're acting like foals. Let's just forget this conversation ever happened and move on already. Celestia's the enemy, not each other. Take it out on her and her troops if you must."

Belle and A.B. walked up next to Rainbow with apologetic looks and sighed softly.

"Ah'd just let 'er be for a while, Rainbow. She'll blow off some steam once we get to the air force base."

"Is she always like this?" the cyan mare whispered.

"She's usually kind of aggressive, but not like this. She's only been acting this way since you came back to us," Belle confirmed.

A.B. and Belle trotted ahead, catching up with Loo and Pinkie. Rainbow stood there for a moment, pondering Loo's words in the forefront of her mind. She always did tell her friends that no matter what, she'd be there for them. But, she also knew that she could grate on their nerves sometimes with her arrogance. Was Loo right? Was her ego really that out of control back then and she didn't even realize it? Was it possible that deep down, the others maybe had a touch of resentment for her, too? The idea quelled Rainbow's anger but transformed it into uncertainty and gloom.


The next six days of travel were thankfully quiet, especially after the fight the two headstrong pegasi got into. Nopony really wanted to deal with another outburst. Most of the way, Rainbow silently focused on the exercises Dr. Neurocell had shown her. She wasn't sure how much good she was doing, but she hoped almost six straight eighteen-hour-days worth of training were doing something.

She had forgotten to ask the doctor how often patients in the past saw him for during the week regarding their own ailments or for how long per session. All she could do at this point was shrug it off and push herself as hard as she could. Every day she couldn't so much as move the artificial wings felt like a monumental punch in the gut.

Pinkie began to see the base in the distance. It was several miles south of the main city to cut down on the noise, mostly for the soldiers who stayed there. Clear communication channels were important and having jets constantly flying right overhead would have been a stupid move on Celestia's part.

The pink pony laid on the ground and began to crawl. The rest of the party followed suit. Though Rainbow wasn't aware, the others knew that if they could see the base, the base could potentially see them. It was getting close to time for them to work their magic.

Belle's horn lit up and cloaked them in her camouflage spell again as they slowly made their way closer. Even with her enchantment, getting up and dashing for the front door wasn't a good idea. It only took one time for them to learn that staying back and studying patrol routes, scoping for cameras, and examining the external layout of the base was a more effective way to spring a surprise attack.

The building itself looked like an extremely large hangar. Outside were easily two dozen jets lined up in an angled row directly in front of them and to the far eastern side of the building. On the north side was a pair of long asphalt strips with tiny yellow lights lining the sides, obviously for where the planes took off and landed. The northwestern side of the hangar, near the landing strip, had a communications tower with a radar dish spinning around on top of it directing aerial traffic. A tall radio tower stood overlooking the entire structure from the southwest corner of the base. Large stacks of crates were against the long southern wall and smaller ones by each of the jets outside.

It took about a half hour of crawling before the party reached a small cluster of decaying trees in an otherwise empty field south of the base. Pinkie and the Party Crashers ducked into the shade and pulled out their binoculars. Rainbow followed suit and fell in behind A.B. and Belle, studying the group's tactics with profound curiosity. She dared not ask questions or make any sudden movements. She may be there to help them fight, but she was out of her element and didn't want to risk doing something that could potentially give them away.

A sudden realization hit her as she glanced over the enemy's territory. There was a distinct possibility that she would be forced to kill somepony face to face. She knew that the plane she blew out of the sky with Spike had a pilot, but she didn't actually watch him die. Her stomach dropped and a wave of nervousness overtook her.

After what felt like an eternity to the cyan mare, Pinkie lowered her binoculars.

"You girls look over everything?"




"Alright. Here's what we're gonna do."

Chapter 16

View Online

Pinkie went over the plan in detail, mainly for the newcomer's sake. The first thing, as was typical, was to cut off communications. Make them dead in the water. It made sense to Rainbow. Can't have your targets screaming for help. She didn't realize that their actions would also cut out the cameras and any lights inside the hangar itself.

Though it wasn't visible from their current vantage point, there was typically a large power generator on the outside of buildings this large. It had almost always been the case in previous missions. Despite being strategically in an unsafe place, it was needed to kept out in the open so its noxious fumes wouldn't make the air inside too difficult to breathe. There were likely fans attached to the ceiling, and the bay doors were both open, swung upwards, as they observed while approaching the base. Still, the amount of work needed to keep the entire place operational was significant.

Taking out that generator and crippling the base was critical to the success of the mission, as it was with most of the others they went on. If all the power went out, they could run around freely planting explosives or stealthily taking out patrols, and trying to get everything restored in the meantime was a good way to keep the enemy distracted.

As they would be isolating the base from the outside world, they'd also be cutting off any means of escape by destroying the planes as quickly as possible and blocking any exits on the building. Last was the actual assault on the personnel. There were several patrols marching around the base or doing maintenance on the planes that they'd have to look out for. Unfortunately for them, the Party Crashers were adept at silent assassinations.

As they went through their final preparations, Belle levitated the explosives out of Rainbow's saddlebags and pushed the power buttons on them simultaneously, bringing them to life.

"How long should I set them for, boss?"

Pinkie scanned over the base, taking size and number of targets into account. The eighteen explosives wouldn't be enough to blow up every single plane, and the bombs were needed to take out a few other things too. However, there were other methods they could employ the knock out the rest of the jets. Control panels and wires could easily be exposed and destroyed, rendering the flying machines useless.

"Fifteen minutes should do it. Start them up once we're in position."

"Got it."

While Belle went to work, Loo removed the pair of automatic weapons from around her torso and checked that they were loaded. She had several magazines strapped to her chest and limbs, making her look almost too bulky to move. A.B. opened a small box that hung from her belt that had a dozen rounded arrowheads. She reached around herself and pulled the arrows she had out of her divided quiver. A couple dozen that fell from the slightly larger compartment of the quiver already had basic tips, but another dozen that she removed from the smaller side did not. One by one, she screwed the larger, rounded tips onto the bare arrows.

Rainbow watched the yellow mare earnestly. She understood the guns, sort of, the rockets to a degree, having used them before, and the bow and arrow was something they had back in the past. But the big arrowheads confused her a bit. What made them so special?

A.B. noticed the cyan mare's expression from the corner of her eye and grinned. "Explosive heads."


When the last of the tips were attached, the country girl returned the arrows to the quiver. Belle divided up the bombs between herself and Loo, twelve for herself and six for the pegasus, and placed them in their saddlebags. Then, she telekinetically lifted her numerous sidearms and checked that they were loaded and ready. The unicorn thought for a moment and hovered a pair of hoofguns to the newcomer before putting all her weapons away.

"Here, you may need them."

Rainbow took one of the guns from the air and looked it over. Though she never fired one before, she reasoned that, based on its design and how the others were handling theirs, if it was treated similarly to the rocket launcher she had used, one pointed the longer end with the hole in it at their target. She noted that the trigger underneath looked a smaller version of the one from the launcher as well.

"Um, just so I'm clear.. "

Belle spoke up and went over the other firearm in the air as she directed Rainbow. "Point this end at the target and pull this here to shoot. If you need them reloaded, just say the word and I'll take care of it."

"Got it." She clumsily wedged the guns into a holster on each of her sides.

"Here, you'll need this too," Belle continued, strapping one of their walkie-talkies to her friend's shoulder and showing her briefly how to use it to speak to the others. Seemed simple enough.

"Alright," Pinkie began, "everypony ready? You all know what to do?"

The other four mares nodded, Rainbow taking a deep breath first. She wasn't sure what to expect in the coming minutes and felt she wouldn't have been prepared even if she did. She wasn't asked to do much; minimal participation in the events was required. Her main goal, other than staying alive, is getting used to the way they fought nowadays.

Loo, Belle, and A.B. joined hooves. Rainbow cocked a curious eyebrow. Were they about to sing a song or something?

A.B. wriggled her free hoof at the befuddled pegasus. "Grab on tight. Don't wanna lose ya."

Still not understanding what the yellow mare was getting at, she tentatively did as she was asked.

"Get ready, Rainbow. You're about to see why we're so good at infiltration," Pinkie said with a smirk. "Here we go!"

She took Loo's hoof in her own and ducked behind the tree they crouched next to. Loo, then Belle, then A.B., and finally Rainbow somehow disappeared behind it, despite only being about a foot in diameter.


Four round wind turbines spun lazily in the center of the roof of the two story building. Thanks to being under a perpetual, but still distant, setting sun, the metal roof of the building wasn't hot. Pinkie and the Party Crashers were fortunate this was the case when they popped out from behind the second most eastern one. Almost instantly, Belle's horn glowed and her camouflage spell engulfed the group.

All but Rainbow looked around quickly to see if they may have been spotted. They didn't see anypony except the few working in the control tower on the other side of the compound and even getting a clear view of their faces was exceptionally difficult. The cyan mare's eyes rolled around as she struggled to stand up straight for a moment.

A.B. grinned coyly. "Yeah, that'll happen the first few times," she whispered. "You'll get used to it."

Rainbow shook off the cobwebs and hobbled slowly with the rest of the group to the north end of the roof. When they arrived at the edge, A.B. grabbed her bow and pulled out a pair of normal arrows. They had seen only a few patrols around the complex moving in twos, but she wanted to be ready. The girls scanned the area below. The north was clear of trouble, and sure enough, their instincts were again correct. The large generator they expected to find was below them to the left, and a door was only a few feet beyond it.

A.B. tiptoed to the east corner and just barely spotted a pair of earth ponies disappearing under the open bay door below, heading south. They weren't going to be a problem. A lone repairpony was doing some maintenance on one of the planes in direct sight. Another non-factor for now.

After returning to the group, they made their way to generator. They made one last check around and saw nothing. Pinkie spotted one of the cameras hanging below the windows of the control tower and pulled out her binoculars. A small red light was on, indicating it was active. She lowered the binoculars, nodded at Belle, and promptly returned them to her eyes.

The unicorn's horn glowed intensely, and a bolt of magic fired at the mechanism. Bursts of sparks flew from multiple parts of the machine, causing it to shut down and leak thin trails of smoke. Loo looked toward the control tower while Pinkie watched the camera. The radar on the top had stopped moving and it looked like the ponies in the room were panicking a bit. The single red light on the camera faded away as well.

"They're blind," Pinkie said.

"So far, so good," Loo whispered.

They looked back below, waiting for the inevitable. After a few minutes of patient silence, the door opened and a pair of unicorns trotted out to inspect the machine. They waved the burning smell out of their noses and stood there wondering how it could have inexplicably broken down. After a moment of debate, their horns glowed and they got to work fixing it.

With a quick glance left, seeing a lack of ponies walking their way, A.B. loaded her bow and took aim. Loo popped open her wings and leaned in with bated breath. The archer saw an opening and stopped breathing, letting the two arrows fly. A second later, Loo dove right behind them.

The unicorns didn't see it coming. The arrows stabbed deep into their necks where they stood, killing them instantly. Before they even had a chance to fall, Loo grabbed them and pulled back up hard, racing back to her friends. Mere seconds later, she landed on the roof, ducking under Belle's invisibility field. The group looked toward the control tower again, checking to see if they may have been spotted. No such indications.

Loo flopped the two bodies onto the roof in front of the others. Rainbow's eyes shot open in shock and a pathetic squeak came from her mouth. She shook, wanting to scream. It took most of her strength not to. Her chest rose and collapsed hard as she started to hyperventilate.

Pinkie saw her reaction and rested a hoof on her shoulder. "Rainbow, breathe!"

"I.. I-I'm sorry. J-Just not used to something like that," she said weakly.

"You will be," Loo said with a strange calm. Rainbow stared at her fellow pegasus with a twinge of fear in her soul. Is that really how turned off to death and murder a pony can become because of a war? She wondered for a moment before blinking back to her senses.

The orange mare grabbed the fallen unicorns' tails in her teeth and dragged them to the southern side of the roof with the others. They left the bodies far enough away from the control tower's view so they wouldn't be able to sound any alarms. Still under Belle's spell, they trotted to the opposite side of the building, doing their best to keep their hooves light. They didn't want to make any loud noises and alert anypony to their presence, after all.

It took about five minutes to get across the long roof, even at a steady pace. They stopped at the southwestern most corner, still hidden in plain sight. Belle lifted the explosives from her saddlebag and turned to Pinkie. The colonel brought her hoof up and glanced at the watch she had on her front ankle. She pushed one of the buttons on its face until the timer option came up. She set it for fifteen minutes and readied herself.

"Start them up in three... two... one... now."

Belle activated the bombs as Pinkie started her watch simultaneously. The explosive floated over to the top of the communications tower directly across the way, guided by a light blue glow. When she found a good spot to place it, Belle stuck it on firmly.

Loo leaned over and looked to her right. The open bay doors were folded in half, the bottom section running on a wheel in a track and held onto the top portion with a single hydraulic on each side. After checking the immediate area for a patrol and finding it clear, Belle floated another bomb to Loo, who stuck it next to the wheel. The pegasus joined her companions and they trotted to the other side of the roof, repeating the process quickly. Loo couldn't linger out of Belle's magical field directly underneath the control tower for more than a few seconds, lest she risk being spotted.

"OK, now to the planes. Belle, you'll get the ones in the south. Loo, the east. The rest of us will be your eyes up here. Let's go," Pinkie instructed.

They moved briskly to the middle of the southern edge. Belle was able to lower the dome that covered them now that they were out of line of sight of the tower, thanks to the arched roof. Below them on the ground were two distant mechanics, still working on a pair of planes far apart like before. Another two patrolponies passed by below them, heading west. On the far east side, another pair was just turning the corner. They were going to have to wait until their back was turned. The first flesh and blood target for Belle was going to have to be the lone repairpony in front of them.

"I'll get started on my side. It should be clear enough," Loo said. Pinkie nodded her off and the pegasus dashed along the roof, barely skimming its surface.

When Loo arrived at her designated assignment, she checked on the mechanic working in front of the hangar's entrance. He was still deeply engrossed in his maintenance and didn't see her place two of her bombs by the wheels of the bay door like she did on the other side. She softly landed on top of the entranceway and poked her head down.

No patrols below, and the soldiers inside seemed to be too preoccupied with the sudden unusual electrical problems. The lights appeared fainter than they should be. Loo figured the emergency systems kicked on and were in power conservation mode. She glanced at a nearby camera and saw the power light was still off, confirming her theory. The systems were designed so that ponies could at least see what they were doing, such as trying to reboot the computers. With all the tech they likely had inside, it would take the enemy several minutes to get everything up and running again, but she couldn't dawdle.

The pegasus floated back to the roof and glided to the southern corner. She didn't want to jump down to the line of planes below her right in front of the open door. That would be suicide. A single door in the middle of the long southern wall stood, almost daring Loo to make a move. For a moment, she wondered if there was somepony waiting for her to do something on the other side, only to jump out and take her by surprise.

She looked to the right, finding the single mechanic on the eastern side of the expansive line of planes below her. His attention was also in the belly of a jet. She could easily and quietly sneak down and land on the roof of one of the planes without drawing any attention to herself, so long as the door remained closed. Throwing caution to the wind, she dove down and chose a plane to fall upon.

She picked his.

Loo softly landed on top of the jet the mechanic was working on once the patrol was sufficiently away and quietly laid down on her belly in the center of its back. She crawled along the body of the plane and slowly peaked below. A devious grin inched across her face. She pulled back out of his potential sight and slid a knife from her belt.

"Pssst!" she hissed loudly.

The repairpony's ears perked up at the odd noise coming from over his head. Loo tapped on the plane with her blade, trying to egg him up to her. He popped a set of wings open and flew up to investigate the unusual sounds.

The instant his face appeared, Loo jumped him and wrapped a hoof around his chin, driving the dagger into the side of his neck and forcefully dragging his body to the top of the plane. He flapped as hard he could, but it was a fruitless endeavor. He couldn't even scream, his throat and mouth rapidly filling with blood. With a last desperate gurgle, his life escaped him.

Loo let her victim go and flew to the next plane east, ducking behind the cockpit. She repeated the action four more times until she was at the last in the row. The open door was clearly visible from where she was. The pegasus took a deep breath and bolted for the first plane in front of her.

She slid onto the roof of the jet quickly and froze for a moment, her eyes intently focused on the insides of the hangar ahead of her. There wasn't any sign of commotion. She was safe for the moment, but still had to be quick. With a hard flap of her wings, Loo leapt to the next jet, and then the next. Once more, she glanced at the large entrance. All clear. One more jump and she could take out the other repairpony.

Laying as low as she could, Loo silently glided to her destination. She pulled out her knife again and tapped the plane like she did before. When the pegasus mechanic stuck his head up, like his counterpart, Loo grabbed him and stabbed him in the neck. A quiet squeak was all he managed to get out before his struggling began to slow. A moment later, he was gone.

With the only noticeable threats out of the way, the orange mare slid to the back of the planes and let herself fall off the tail, catching herself in midair behind the thrusters. She stayed level with the wings and ducked across to the next jet. One more to go and she could start planting the explosives.

She darted to the northernmost jet and climbed onto the tail, hugging the steel below her belly. Loo quickly crawled to the cockpit area and pulled out a charge. She adhered it to the plane and bolted back the way she came. The next three jets suffered the same fate.

At that point, she was out of bombs. Loo cursed under her breath and flew out of line of sight of the hangar door, spinning back around and reconvening with the group.


Pinkie, Rainbow, A.B. and Belle were just watching the second patrol get enough distance away from them when Loo returned. Belle was ready to spring into action herself.

"How much time?" A.B. asked.

Colonel Pie looked at her watch. "7:32."

"Gonna be cuttin' it close."

"We'll be OK."

The ivory unicorn's horn flared and she, along with the explosives that were floating beside her, popped out of sight, reappearing on top the plane next to the last mechanic alive. She was eternally grateful that Twilight was able to teach her how to blink around, if not for situations like this one.

Belle pointed in the direction of the repairpony and then the patrol with their backs to her, signaling to A.B. to get ready. The country mare pulled out a single arrow and took aim, holding her breath.

"Ahem," Belle muttered.

The pegasus below the jet next to her popped up and was almost immediately met with a shaft in his neck. A blue glow grabbed hold of the arrow and snapped the technician's neck hard. Belle pulled his body onto the jet and looked to her friends.

A.B. whipped out another arrow and jumped on Loo's back, motioning to patrol below. Without saying a word, the pegasus hovered by the roof and lowered her head, giving A.B. a clear shot. With a pull of the taut string, she released and swiped another arrow from her quiver with lightning speed. A second quick yank later, the other projectile was after its target.

Belle blinked to the roof of a jet close to the patrol as A.B. fired, ready to grab their bodies. The first arrow lodged itself into the base of the closer stallion's skull, severing his spine and killing him instantly. The other soldier watched his partner falling in front of him for a second before being penetrated by his own arrow in the side of the neck. The unicorn grabbed the second missile and snapped his neck as she did the repairpony's. Once the deed was done, she quickly lifted them to the roof and dropped their corpses. The other Party Crashers rushed over and pulled them away from the edge.

A swift blink later and she planted herself on the westernmost plane. She floated an explosive onto its surface and popped to the next one and the one after, setting a charge at each stop. She had a long way to go and was running out of bombs. Once they had been depleted, she turned her attention to the control panels in the cockpit. Her horn glowed and the surfaces inside were pulled off, ripped to pieces, and various wires were severed. There was no way it was getting off the ground.

Loo pushed the button on her walkie-talkie. "Belle, see if you can block the door with a bunch of those crates, just in case," she suggested.

"Good idea."

A large number of the wooden boxes were telekinetically lifted and set in front of the exit. They felt heavy enough to prevent anypony from knocking the stack over from the inside and making their way outside, just in case they started to flee.

Belle resumed tearing apart the guts of the planes' cockpits, one blink after another. It still took her a few minutes to make her way all the way down the row.

"I was able to set up four of the jets on the far side, Belle. The ones farthest away. You'll see them, probably," Loo spoke into the radio.

"Got it," the unicorn replied.

"Belle?" Pinkie spoke up. "Grab some more crates for the other doors by the hangar openings and the door by the generator."

"Roger. How much time, boss? I'm out of charges."


It was a bit of a task, and they were running out of time, but Belle knew she could handle it. She reached the last of the jets on the south side of the base and sabotaged it. Popping onto the surface of the aircraft ahead of her, she went back to work, dismantling the final two functional ones.

Spotting a small stack of wood boxes between some of the planes she was messing with a few moments ago, she teleported to them, out of sight from the hangar bay. The unicorn floated half a dozen heavy crates to the personnel entrance way, trying not to give herself away. She hid atop a nearby jet in a flash and waited a few seconds, checking to see had been noticed. It was clear.

She disappeared and returned several seconds later on the other side of the base, near the communications tower in the southwest. Another stack of boxes was moved into the door's path, effectively blocking it from use on the inside, making sure not draw the attention of the patrol in front of her as they continued walking away.

She took a few more crates in her magical grip and focused her energies hard. She blinked back into existence on the roof above the generator with her make-shift barricade. After a quick look toward the control tower, she placed the boxes below on the ground and vanished again, returning to her group.

"How long?" she asked.

Pinkie inspected her watch. "Fifty-eight seconds." The three friends grinned knowingly at each other and pulled out their weapons. Loo held an AK-47 while Belle levitated eight 9mms of various caliber and magazine size. A.B. never put away her bow.

"A.B., when the charges are ready to go off, send one of your explosive shots into the control tower from here. After that, Loo, carry her over there," the colonel pointed in the direction of the hangar door, "and take down that last patrol from up here. A couple quick arrows should do the trick. Just leave them there at that point.

"Once that's done, I'll blast a hole open in the roof and we'll drop in. You'll have to carry Rainbow down," Pinkie nodded at Loo. "A.B., you'll be our eyes in the sky until you're empty, but save your explosive arrows. Loo, be sure to catch her when she jumps, and when you get back to the ground, I want you and Rainbow to head to the control room. Take it, and anypony you see, out," Pinkie finished instructing.

Loo frowned disappointedly at their leader. She didn't want to have to foalsit a rookie.


"You'll do fine, Loo. Just watch out for each other and you'll be OK."

The pegasus sighed, "Yes, ma'am."

"Ready, Rainbow?" Pinkie asked.

The cyan pegasus took a deep breath. "I guess. I'm just really nervous."

"Just remember," the pink mare said, "they won't hesitate to kill you. You have to be ready to do it to them first."

She nodded anxiously, and Pinkie patted her shoulder in return. The colonel looked at her watch as A.B. pulled an explosive arrow from her quiver, pulling the bow back fiercely, waiting for the right moment.

"Get ready, girls. Five.. four.. three," the arrow flew and A.B. swiftly reached for a pair of regular ones, "two.. one..."

Chapter 17

View Online


A multitude of simultaneous explosions rocked the compound, sending an ocean of black smoke into the air. A half second later, A.B.'s explosive arrow crashed into the window of the control tower, making contact with the supervisor and blasting the room apart. The ponies inside didn't even time to react to the shattering of the glass before they were incinerated. Loo and A.B. ran for the edge of the roof and jumped off, the earth pony landing on her friend's back. With quick aim, she launched the two arrows in her grip at the horrified patrol below. They struck their targets in the neck and chest, killing them before they got a chance to realize what was happening.

The top of the communications tower in the corner of the base was blown into pieces, shards of metal and computer chips flying into the air in random directions. The resulting fire found the internal electronics and rubber wires, causing them to pop and spark violently all the way down to the ground. The odor of burning cables could be smelled by the group sitting on the roof several meters away.

The bombs planted by the hangar doors shattered off large chunks of the wall, hurling a portion inside the building, much to the surprise of the deafened nearby soldiers. Other pieces were launched outward, away from the structure. The wheels on the bottom halves of the doors, as well as the hydraulic pistons on both sides, were utterly annihilated. Powerful shockwaves launched the folded doors outwards like pendulums, and the bottoms halves fell out from under their counterparts. With loud creaks and groans of old hinges, they swung back to the building and jammed themselves into the gigantic openings thanks to the exploded, misshaped corners of the doors. Large cracks raced up and down the walls upon impact, blowing out clouds of dust.

A.B. and Loo landed by the others. Pinkie took the lead and ran several steps toward the very top of the roof, stopping a few yards in front of it. A.B. grabbed another arrow from her quiver and readied herself. From seemingly nowhere, Pinkie yanked a black, steel tube with a pair of large mounted wheels out from behind herself and planted it in front of them. Welded into the side was a gold plate with 'PC 9000' embedded on it.

The Party Crashers steadied themselves and covered their ears. Rainbow Dash noticed this and quickly threw her hooves over her ears as well. Pinkie fired the cannon and blew a massive hole into the roof, toppling the blue pegasus to her rump. Colonel Pie returned the heavy weapon to the void and removed one of the automatic weapons from around her chest.

Rainbow climbed onto Loo's back as Pinkie jumped down without any supports. Belle disappeared in a blink of light blue magic. A.B. looked below and scanned the area for any easy targets. The colonel landed face first into the concrete below and popped right back up, completely unphased. Belle appeared a second later and instantly pulled out a dozen small firearms, hovering them in front of her. Loo landed with her passenger right beside the others, pointing her AK at her first intended victim. The pink mare stood on her hind legs and whipped her own machine gun into attack position.

"Heeeeeeere's Pinkie!"

A hail of bullets rained death upon the nearby horrified soldiers. Rainbow ducked behind the group and covered her head like her old cream colored friend used to do. The gunfire was as deafening as it was terrifying to her. An arrow flew down to the group's left and pierced an enemy soldier's chest as he shot at the panicking pegasus. Ricochets erupted in her ear and she jumped out of the way of nothing. One arrow after another fell from the sky, taking out mares and stallions alike.

The first wave of defenders had fallen before the rest of the personnel in the base was aware of what was happening on the west side of the complex. There had to be a hundred ponies inside. With their own weapons loaded and ready, they charged at the small group of warriors, ducking behind whatever they could for cover. Any pegasus who tried to fly overhead was promptly met with an arrow. They quickly learned their lesson and remained on the floor. Most of the unicorns at the front of the battle were unable to produce shields like Belle could and died quickly.

Loo saw Rainbow shaking on the ground behind them out of the corner of her eye and called her out. "Rainbow, come on! Get off your flank and help! You're acting like Fluttershy!"

"S-s-sorry! This is insane!"

"No kidding!" Loo yelled angrily.

Her gun fired the last bullet in the chamber and she lobbed a grenade into a group, buying herself a second and taking out three more enemies with the blast. Grabbing Rainbow, Loo darted for a forklift a few yards to their left and ducked behind it. Pinkie slid behind some crates to the right a row of eight planes in front of her, and Belle erected a small magical shield to hide behind in plain sight. She levitated the sidearms over the barrier and continued attacking, reloading when necessary with the use of her horn.

Sparks flew off the sides of the forklift and Rainbow curled up in fear. She felt absolutely worthless in the fight. Loo reloaded her own weapon and pulled the pistols out of Rainbow's holsters for her, setting them on the ground beside them.

"Let's go! Shoot at them! Even if you just throw them off a bit, it can be enough!"

Rainbow hesitantly picked up the firearms and looked at them. She knew she had to do something, even if it wasn't something she would normally have ever considered. It was a different world from what she remembered, and it was more violent than she could possibly imagine.

Shaking, she leaned to the side and pointed her pair of guns forward, searching for somepony to reluctantly fire at. She spotted a group of soldiers and workers and closed her eyes, pulling the triggers at random. She actually managed to wound a few ponies before one of the others' shots finished them off, though she wasn't aware. As she pumped out a few more rounds, an arrow came from above and wounded a charging stallion in the knee before one of Rainbow's bullets hit him in the head. Quickly, she ran out of rounds and the empty guns clicked in her hooves.

"Not bad, Rainbow. Ya got a couple, I think," Loo yelled over the noise. Rainbow wasn't sure due to the constant firing, but it sounded like there was a bit of sarcasm in the orange mare's voice.

Her eyes shot open and she ducked back behind the forklift horrified. She silently hoped Loo was just trying to be supportive. Rainbow looked at the pair of hoofguns she was holding and saw that the tops halves of the barrels had shifted open on their own.

"What does this mean?" she asked her fellow pegasus, showing her the weapons.

"You're empty. Just a sec," Loo replied. She slapped the walkie-talkie to life. "Belle, Dash is empty. She needs a refill."

"Got it," the speaker buzzed. The two firearms were lifted from Rainbow's grasp and carried over to the unicorn. After a quick reload, they returned back. "Good to go," Belle said.

Rainbow took them out of the air and leaned up against the side of the vehicle. She closed her eyes and took a few deep breaths, trying not to let her nerves throw her into another panic.

"Hey, you're doing decently so far. Just stick with me and you'll be OK, got it?" Loo said over the gunfire.

Rainbow nodded and spun back around, ready to continue fighting. Her pulse having slowed a bit, her next shots were more methodical; she hadn't simply unloaded a magazine into the air, not caring if the shots hit anything or not. She still wasn't sure if it she really had killed anypony, but her aim was beginning to improve.

A hoofful of soldiers poured out of the large, office-like structure built into the far side of the hangar to the Party Crashers' left. Pinkie spotted them in the distance and it appeared that at least two of them had rocket launchers on their shoulders. A shard of wood went flying past her head and she ducked down.

"A.B., rockets to the left side. You see 'em?" she asked the radio.

"Negative, too far in."

"Belle, we're gonna have incoming. Can you fix that?" Pinkie shouted to her companion.

She nodded with a smirk and kept her attention focused on the group in the distance. They had finished clearing a path and lined up their shots at the Party Crashers. With a couple puffs of grey smoke, a pair of rockets came barreling at them. Once they were close enough, Belle's grabbed them with her magic and effortlessly veered them off to the sides, shattering holes in the walls.

Undeterred, they reloaded their weapons and fired them again. With a touch of annoyance, Belle took hold of the second pair and swung it back around, slamming them into the ground in the middle of a group. The explosion took out nearly a dozen of them.

"I'm out up here. Coming down," A.B. radioed in.

"Girls, give me some cover," Loo requested.

Almost instinctively, Pinkie and Belle activated and tossed one grenade after another into the enemy troops. The ensuing fireballs and smoke allowed A.B. to jump down the hole without fear of being fired upon and Loo the chance to fly up several feet to catch her. As a bonus, several more soldiers were blown apart. The pegasus grunted when her earthbound friend landed on her back and they quickly descended behind the forklift.

Rainbow yelled out for a reload and Belle obliged. In the meantime, A.B. noticed some boxes stacked to the left out of corner of her and made a break for them. Rainbow came out from hiding and looked for any ponies who may have seen A.B. run off. The pegasus did her best to provide some cover fire for her country friend, and finally she saw one of her shots hit one of the guards in the shoulder, causing him to fall over in pain. Though she winced at finally seeing the result of her own gunfire, a part of her was glad she was able to provide even a little protection to A.B. in such a crazy situation.

A.B. heard a bullet whiz past her head as she neared the crates. She dove behind the boxes and into safety. She wrapped the bow around herself and pulled out her AK-47. She slapped a magazine into place and waited for the splinters of wood to stop flying off the corners of her make-shift fort. Once it had died down, she laid on the floor and arched around the crates. Taking careful aim, she emptied the entire clip in the direction of the group with the rocket launchers. All but one fell over dead, escaping back into the rooms they arose from. She ducked back behind the wooden boxes and reloaded quickly.

Despite being badly outnumbered, the Party Crashers were in complete control. Dozens had been killed and little by little, the numbers kept increasing. During the fray, a particular brave, or maybe suicidal, pegasus and unicorn pair had made been making their way down the side of the building, trying to hide behind the jets in front of them. They had been lucky so far, avoiding the bullets that had flown their way over the course of the fight. Once they were behind the second closest jet to Pinkie and her troops, the unicorn's horn glowed and the cockpit window opened. Using the body of the plane for cover, the pegasus flew in and sat down, closing the glass behind him.

The biege pegasus started up the engine and the unicorn ran off covering his ears. The loud blast of thrusters stole the Party Crashers' attention. It slowly crept forward, the pilot intending to use its gatling guns against the team.

"Colonel!" Loo shouted. "You got my baby handy?"

A grenade exploded a few feet from the forklift, raising it a foot off the ground and almost toppling it. The pegasi managed to push it back onto its wheels. Belle extended her shield to protect her from the shrapnel. Celestia's depleting forces were getting desperate.

"Yeah, you want it?"

"Yeah, hoof it over!"

Pinkie tossed her machine gun onto the floor and reached behind herself. With a small amount of strain, she lifted Loo's favorite weapon, her M-134 Minigun, fully loaded with an excessively long cartridge and ready to go. Despite its size and weight, Pinkie somehow almost effortlessly slid it across the floor. Loo set down her current weapon and brought the minigun to a stop with her hoof, picking it up and wrapping the strap across her body in one fluid motion.

"Rainbow, I'm going need you to hold me up from behind and carry some of the ammo over your shoulder. This thing weighs quite a bit and has a shitload of kick," Loo instructed.

The blue pegasus nodded and stood up, ducking from a couple of ricochets off the floor and slammed shut door behind her. She holstered her sidearms and lifted up the heavy chain of bullets, slinging it clumsily over her body as Loo told her. The weight of the ammunition nearly threw her off-balance. What she didn't have hanging off of her, Rainbow dragged on the floor. It took a lot of effort to pull it, but thanks to the adrenaline pumping through her system, it could have been worse.

Once she was comfortable, Rainbow pushed against her pegasus partner with as much effort as she could muster. Loo understood that she was ready and inched forward until she had a clear shot at the moving plane. With a dry smirk and tensing muscles, she squeezed the trigger handle and the six long barrels spun to life, exploding in a violent flurry of muzzle flashes and a cacophony of destruction. Within seconds, shell casings littered the floor. Rainbow almost slipped off her hooves when the recoil and the obscenely loud gunfire hit. The girls' bodies vibrated so hard from the sheer amount of force the weapon of war was giving off that Rainbow thought the two of them were going to shake the teeth out of their own skulls.

The pilot's heart skipped a few beats and he yanked his head down into the cockpit when the glass broke apart in front of him. Almost immediately after, his body disintegrated behind what he thought was the safety of a metal shell. Blood splattered all over what remained of the cockpit cover.

The minigun powered its way through the alloy, tearing through it like tin foil. In a matter of seconds, the nose was shredded to pieces. Loo aimed further right, inflicting the same amount of abuse to the body and guts of the jet. Fuel pooled onto the floor as the vehicle crawled its way across the compound.

"Luna, I love this thing!" Loo shouted a little too enthusiastically.

The pegasus ceased firing, not wanting to accidentally cause a spark and set the fuel ablaze. The rapidly spinning barrels clacked to a halt and Loo took the lead, stepping out from her hiding spot. Rainbow followed her, still carrying the ammunition chain's cartridge over her shoulder and dragging it on the floor. The sky blue mare looked at all the empty casings on the floor and blinked hard in disbelief at the sheer number of them.

A large majority of the personnel was dead or about to be at this point. Loo watched the plane pass by before moving forward. It rolled in the direction of the burning control tower. Smoke was trickling in from under the door that led to the staircase that brought ponies to the room. The cables and electronics that made up most of the upstairs facility had started catching fire, inching its way toward the hangar. Once the mauled jet's thrusters were safely past the group, Loo took heavy steps forward. Rainbow continued to lug the minigun's ammunition uncomfortably.

"They're trying to run. Come on, let's finish this!" the overzealous pegasus demanded.

"Remember, Loo, you still have your orders. Empty that thing and get to the offices," Pinkie reminded her.

"Yeah, I know."

A.B., Belle and Pinkie charged ahead, firing at anything that moved. They were starting to run low on ammunition, but fortunately for them, there were a lot of corpses not using their weapons laying around the facility. Rainbow and Loo marched forward with purpose. The leader eventually stopped and turned to the right, facing some of the other planes in the building. When Rainbow leaned into her, Loo swung the barrels right as hard as the weapon's weight allowed and fired again. She swayed her body left, cutting one jet's nose cone after another to ribbons.

Barely two total minutes worth of annihilation passed before the minigun was depleted of its ammunition. Once it was obvious that it had nothing left, Loo hoisted it off her body and dropped it casually to the floor. Rainbow got the hint and let the now-empty cartridge down as well. The orange mare ran back to the forklift and grabbed her machine gun again. She checked the magazine before returning to her fellow pegasus. It was mostly full. Good enough.

Loo sprinted back to her unwanted partner, checking one last time to see if her team needed any assistance. By this point, most of the soldiers were dead and largely untrained workers were left. They were more than fine.

"OK, let's get this done. Stick close to me, and don't do anything stupid, got it?" Loo asked in a patronizing manner.

Despite an irritated smirk, Rainbow nodded and followed Loo to the only door that didn't lead outside or to the tower that directed air traffic. It had to eventually lead to the main control room. Loo was weary when she approached the entrance. She saw that some soldiers had emerged with rockets earlier. There were likely other things inside like a mess hall, bathroom facilities, weapons storage, and barracks, which could mean any number of enemies may be waiting for them.

The gung ho pegasus leaned up against the wall next to the door, ready to swing it open. She took a quick glance left and behind her. There was a string of windows in a row that lead almost to the end of the building. Loo noticed that Belle was keeping an extra eye on them, so the pegasus had nothing to worry about. If there was anything going on inside, her partners would take them down quickly.

A sudden crunch near where they were originally fighting grabbed their attention. The mangled plane crashed into the first floor wall that housed the door to the control tower's staircase. Half of it had disappeared before it lost its momentum completely and came to a stop. The upper floors came crashing down on the jet, breaking the wheels off the landing extensions. Loo laughed at the devastation and smirked happily at Rainbow, who responded with a terribly awkward grin.

"Now, when we get inside, we take out the ponies first, then swing back and take out the equipment. Once we're finished, we'll grab some weapons and food, if they have any, for the return trip. We'll sweep the first floor, then check the second. Clear?" Loo asked.

"I don't know how much I have left in these things," Rainbow said, patting one of her holsters.

"I have some extras in case you need it. Don't worry."

Rainbow nodded and gulped hard as she pulled out one of her weapons. This was going to be worse than the original fight. She was going to be stuck in a series of narrow corridors with a semi-psychotic mare with a high probability of being shot at, and there was likely going to be nowhere to go if things suddenly got ugly.

Loo took a deep breath and silently turned the knob until it could go no further. She whipped the door open and swung back behind the wall for cover. Nothing came. Slowly, she peaked inside with her gun barrel protectively in front of her. The hallway was empty. So far, so good. The crept inside as quietly as their clopping hooves allowed.

Rainbow kept a nervous yet vigilant eye on the hall as they went while Loo burst open door after door and had found each room empty of anything important so far. They had come across the mess hall and kitchen so far, neither room having any resistance. One open archway found on the left led upstairs, so they passed it by for later. Another room found on the right of the longest hallway contained a lot of computers and machinery, including the security equipment. The room had some of the windows they spotted earlier. Loo decided against taking a look outside, lest Belle inadvertently shoot at her. Besides, she knew her teammates would be alright.

They cautiously approached the last door on the left at the end of the hall. It had been too quiet for their liking, but considering what kind of hell they had raised, it was completely possible that anypony still alive was hiding in a corner somewhere, waiting until they left, or preparing an ambush.

Loo carefully twisted the doorknob like she had a few times already. Throwing the door open, she stepped inside and looked right, into the meat of the room. There was a table in the middle and a few countertops to the near right side of the room as well as the far side. A projection screen was draped on the wall opposite the door. Nopony was home.

Another door on the near wall tempted Loo. She flicked on the light switch and, seeing a glow peering out from the door frame, jumped away, ready to fire at anypony who came out. After a moment, she kicked open the door only to find a closet with no place to hide. With a snort, the pegasus turned around and walked back toward the hall.

A couple thumps on the floor outside stopped Loo dead in her tracks. Rainbow spun and found the source: Two small grayish egg-shaped things. Loo's irises shrank and she quickly grabbed Rainbow by the shoulders, throwing her to the open side of the room and reaching for the door to slam it shut just as fast.

Just as the door closed, the two grenades exploded, throwing Loo against the wall with a painful grunt. A few large, broken pieces of what used to be the door slammed into her body. Between being thrown into the wall and crushed by plates of two-inch thick wood, it was a miracle she wasn't thrown through the building. It felt like her nose may have broken and a few ribs cracked, which would explain the sudden trouble she had breathing. The shockwave knocked the table to its side, partially concealing Rainbow. The blast knocked quite a bit of wind out of her as well.

Despite being in a lot of pain, she reached for her weapon and started to crawl into the closet. They had been discovered and she needed to hide quickly in an effort to counter the surprise attack, no matter how banged up she may be.

Two pegasi stallions, one light green with a silver and blue streaked mane and another white with chestnut hair, landed in the doorway. They spotted Loo barely into the small room. When she heard them touch down, she ceased trying to hide in the hopes of getting a good shot or two off, but in her injured state, she was having trouble lifting her gun.

Her two assailants smirked at each other and raised their firearms at her.


Chapter 18

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"AAAAH!" Loo screamed. It wasn't the first time she'd been shot in battle, but it didn't make it any less painful. One bullet shattered her right shoulder and the other embedded itself into the left side of her stomach. Tears of agonizing pain fell from the corners of her eyes and she gritted her teeth, breathing through them hard, trying to fight off the millions of nerves that were suddenly stabbing at her.

A pair of malicious grins were on her assailants' faces. They could have easily finished her off, but the Party Crashers were widely known, and feared, among Celestia's troops. The pegasi had every intention of enjoying inflicting as much misery on Loo as possible.

"NO!" Rainbow shrieked. In an instant, the hateful words the two exchanged on the way to the base didn't exist. Her friend was hurt, maybe worse.

The soldiers jerked their heads to the right in surprise. They hadn't initially seen the light blue mare partially hidden behind the table sitting on its side. Loo's orange coat stuck out like a sore hoof in the gray and white plastered room. Their eyes suddenly darted past Rainbow and focused on the wall. Their mouths opened slowly, a tidal wave of fear and uncertainty overcoming them.

Rainbow took advantage of whatever the distraction was and unsheathed the other sidearm she had on her with the subtlety of a buffalo stampede. She swung the hoofgun in front of her and scowled in anger. Unrepentantly and without the hesitation that plagued her earlier, she unloaded the rest of the clip into their would-be killers. Splatters of blood decorated the wall behind them as the bullets passed through their flesh. They fell to their haunches and slumped over in a pair of heaps.

..chik chik chik chik chik chik chik chik..

Her empty gun's futile attempts at firing more bullets was the most deafening thing in the room. Her breathing had become heavy as she released her rage and ended the lives of their attackers. It took several seconds for Rainbow to realize that the short battle was over before lowering her firearm.

She took a deep breath and stood up clumsily, stretching her back and feeling relief at the cracks that went up her spine. Whatever caught the soldiers off-guard was irrelevant at the moment. She dodged around the table and knelt down by her injured partner. With as much strength as she could muster, she lifted and tossed aside the broken sections of the door that irrevocably prevented Loo from being blown to pieces from the start.

Rainbow's eyes started to water as she looked over Loo's wounds. She wasn't a doctor, or really a soldier for that matter. She had no idea what to do. She blinked as a moment of clarity hit her.

"Girls? You there?" Rainbow said as she activated her walkie-talkie.

"Yeah, Rainbow, what's up?" Pinkie responded.

"It's Loo. She's been shot!"

"She alive?"

"Yeah, but I don't know how bad she's hurt."

"I'll get Belle over there right away."

"OK. We're at the end of a long hall downstairs. Last door on the left. You guys OK out there?"

"Yeah, just finishing up. We'll be there soon after Belle. Just keep pressure where she was shot. Should help slow the bleeding."

Rainbow turned her attention to bullet hole on Loo's stomach and gently pushed down with a hoof. She didn't have any rags or towels, so she had to make due. The orange mare shook violently and her entire face clenched up. Loo was breathing heavily and blood was flowing from the wound like a river, staining Rainbow's blue hoof into a dark shade of reddish purple.

A couple minutes later, Belle galloped into the room, saw Loo laying on the floor, and put away her numerous weapons. She grimaced and shook her head.

"Jeez, Loo, again? What the hay?" she sighed. "Watch out, Rainbow."

The pegasus took hold of the machine gun Loo dropped and stepped back and gave Belle some room. She leaned in close to her comrade's shoulder injury and her horn came alive. After a moment of focus, she closed her eyes and a faint glow emerged from inside the wound. With a gentle magical tug, the bullet slipped out of her body. Loo's clenched her eyes shut even harder as the pain temporarily spiked.

Loo was still bleeding, however. After the shot was removed, Belle returned to the damaged shoulder and her horn glowed again. A small laser beam of magic found its way into the hole and expanded the entire width of the wound. The skin fizzled quietly and fused the hole closed as the faint blue glow dissipated. Loo's lips quivered as her shoulder was treated for the trip home.

Belle tore Loo's blood-soaked top where she had been shot, revealing the injury to her stomach. Her horn glowed again and she carefully began removing the bullet, making sure not to further damage any flesh or internal organs that may have been lacerated. Loo slammed her hoof on the floor when the slug was finally taken out. Her pulse was racing as her body screamed at her.

"OK, Loo, this is going to hurt," Belle said.

Without waiting for a response, she trickled another ray of magic into her stomach, taking special care to not overdo the cauterization. When her flesh started to burn shut, Loo roared so loudly, Rainbow thought they could heard her all the way over in Canterlot. When the impromptu surgery was complete, Belle rubbed a hoof through Loo's sweat drenched mane, trying to get her to relax. She'd still need an actual doctor to seal the injuries properly when they returned to Ghastly Gorge, but for now, it'd have to do.

As Rainbow, Belle, and Loo waited for the others to arrive, the sky blue mare looked at the corpses of the two stallions that almost took Loo away from them. Her first confirmed kills. She was a murderer. It made her stomach turn. And yet, a small part of her was happy to have done it. Even though they didn't see eye to eye in this insane new world Rainbow had been forced into, losing Loo would have broken her all over again.

Rainbow suddenly felt an unusual presence in the room now that her mind wasn't going berserk. It felt almost otherworldly and yet strangely familiar. A bright glow tickled the corner of her eye and she looked at the wall behind where she laid a moment ago. She let out an audible gasp, instantly aware of what distracted their attackers.

A long, wide crack stared back at her. Not only was it on the wall, but it also looked as if it was cutting through the projector screen that hung an inch away from it. Insanely enough, the screen itself didn't appear damaged; the crack was there but simultaneously not there. An empty, hollow feeling overtook Rainbow as she stared into the bright light emerging from the break in reality.

"What the hay...?" she mumbled.

"What is it, Rainbow?" Belle asked, still tending to Loo.

The young mare didn't respond.


Belle turned and saw her teammate gawking at something in front of her. Confused, she looked in the same direction. Her eyes shot open and her pupils shrank. She wanted to speak up, ask what was going on, but words failed her. Belle had never in all her years seen anything remotely close to resembling the glowing crack sitting in front of them. She nearly forgot about the injured mare on the floor in the process.

A moment later, A.B. and Pinkie met up with the rest of the group. They stepped around Rainbow and the two dead stallions to examine the situation. It was pretty nasty, but they had seen Loo in worse situations. Still, they felt bad that she was hurting at all.

Pinkie tossed some debris out of the way and leaned over and examined Loo. A.B. hung back beside Rainbow, who still hadn't averted her perplexed gaze from the mysterious crack. The presence of Belle's superior was the only thing that took her attention off the anomaly.

"Can you get up, Loo?" Pinkie asked.

Through gritted teeth and heavy breaths, she nodded and slowly hoisted herself to her hooves, making sure to take pressure off her right leg. Every movement made her stomach erupt in pain. She collapsed onto her hocks and held onto her injury.

A.B. glanced at the dead pegasi against the wall and then at Rainbow as Pinkie inspected Loo. She pieced together that Rainbow must have been the one who killed them. A small smile graced her lips. It seemed that her light blue friend was learning to adjust to getting her hooves extremely dirty well enough. The smile faded just as quickly as it arrived when A.B. noticed Rainbow's fixed stare. She turned and gasped, immediately sharing the expression of shock that covered Rainbow's face.

"Easy, soldier. Belle, get her on Rainbow's back," Pinkie said.

A blue aura surrounded Loo and she was carefully lifted into the air. Pinkie approached the cyan pegasus and put a hoof on her shoulder.

"Rainbow, lean down. We need you to carry Loo."

She continued to stare. It was almost as if the glow was whispering to her, telling her not to look away.

"Rainbow," Pinkie repeated. When she still didn't respond, the pink pony followed her old friend's eyes and found the object of everypony's fascination. Even Loo in her pain-stricken state was able to spot the freak occurrence. By now, all five of the party's mouths hung open in equal parts amazement and horror.

"What in Equestria...?" Pinkie asked nopony in particular.

Without looking away, she gently pushed down on Rainbow's shoulders, the light blue mare unconsciously getting the idea. She bent down slightly and Belle began to set Loo comfortably on Rainbow's back. However, there was a small obstacle that prevented the unicorn from laying her down easily.

She eyed the area that gave her some sudden trouble and blinked. "Rainbow, your wings. You actually moved them a bit," Belle said.

It was enough to snap her attention, as well as that of the others, from the heavenly glow. They knew she had been doing her exercises almost every waking minute of every day that she was able to. They hadn't ever seen any results so quickly in anypony else, even if Rainbow only did open her wings by an inch or two. Unfortunately, she couldn't return them to their relaxed positions. With a gentle push, A.B. set them back into place, allowing Belle to prop their companion onto Rainbow.

"Huh. How do you suppose that happened? I was even trying or thinking about it," Rainbow said curiously.

"You've been through a lot today," Pinkie said. "I wouldn't be surprised if your nerves were going crazy enough for them to do something like that. Have you been upstairs yet?"

The five returned their nervous stares at the crack.

"Not yet, no. Haven't seen the weapons room either, but I saw the kitchen. I know you wanted to grab some stuff from each before we left."

"OK. A.B., come with me upstairs. Belle, you stay with them and grab some food and drinks. If we run across some weapons, we'll take what we can," Pinkie instructed. "Come on, we need to get moving." Her usual authoritativeness was drained thanks to ogling the wall.

Slowly, they crept out the door one by one, taking a final look at the rip. Belle pulled out several hoofguns as A.B. and Pinkie trotted ahead to the staircase. They quickly glanced up and, seeing no resistance, ascended cautiously. Belle and Rainbow stepped into the kitchen and headed for the fridge.

Compared to the cave back in the gorge, this hangar's kitchen was fit for a palace. It had a surprisingly fresh smell, clean tile floors and countertops, and, if the generator hadn't been destroyed, electricity.

Rainbow stood guard as Belle grabbed what she could from the icebox. There was a lot that could spoil once removed from its normally cool compartment, so unfortunately, she was forced to leave a sizable amount of food. Drinks were plentiful and she filled Rainbow's saddlebags with what she could. After finding and taking whatever grub that wouldn't go bad, the pair, with Loo in tow, stepped back into the hallway and kept a vigilant eye out for any uninvited guests.

Some hushed gunfire spoke up from over their heads. It seemed Pinkie and A.B. found some more of Celestia's troops. If the rest of the past hour was any indicator, they were in no danger. A few explosions went off occasionally after the gunfight had stopped, shaking the complex around them. Rainbow figured they must have found some machinery that needed to be taken out.

Several minutes later, the pair of earth ponies came trotting down the staircase. There was a faint hint of smoke wafting in the air. Pinkie and A.B. had picked up a few choice machine guns and some grenades. They wanted to grab more stuff, but they ran out of room, plus they couldn't be sure that any ammunition they took would work with what they were currently using.

Once they all reunited, they went from room to room, making one last sweep through the control room and adjoining offices, blowing up any computers or equipment they came across. They didn't run into anypony else, and considering that every exit was either blocked or otherwise impassible, if somepony was around, they wouldn't have been alive for long.

The group exited the hallway and returned to the main, expansive lobby of the hangar. Through the windows to their left, tongues of fire flickered into the air and thick black smoke filled the many rooms that burned. The Party Crashers trotted to the far side of the building where some of the jets still sat, relatively unblemished by the small war that happened just a short while ago. Loo had done quite a number on approximately half of the attack planes, but the rest still needed to be dealt with.

Belle and A.B. nodded at each other and trotted up to the first in the line of undamaged planes. With a flicker of the unicorn's magic, the cockpits opened themselves one after another. When she popped the final glass dome open, she winked back to A.B.'s position. The earth pony lobbed a grenade into the first seat from a short distance as a blue magical shield appeared in front of the pair of ponies. The nose of the plane exploded, several large chunks of metal collapsing onto the floor. There were six intact jets left at that point, but one by one, they met with the same fate.

"That looks like everything. We ready to go?" Pinkie asked.

The girls went over a mental checklist together and determined there was nothing left to do. With the offices burning, the planes mangled beyond repair, and bodies littering the internal landscape, the girls looked around for a way out, but found none. An idea hit Pinkie and she moved toward the large gap in the line of destroyed fighter planes where one suicidally brave pilot tried his hoof at taking the Party Crashers down. The rest followed a few paces behind with Loo groaning as Rainbow's weight shifted around underneath her.

Pinkie planted her hooves and whipped out the PC 9000 from out of nowhere once again and smashed a hole in the side of the building. In spite of the heavy material it was made out of, the pink mare effortlessly lifted the cannon onto her shoulder and they exited the hangar.

They looked at the row of relatively unscathed jets to their left. Once this last bunch was dealt with, their mission would be complete.

Belle examined the strap around her chest that housed her grenades. Five left. She winked herself and A.B. away to the far eastern side of the asphalt where she had finished sabotaging the fighter jets earlier. Simultaneously, five of the cockpits opened, encompassed by a light blue glow. Belle levitated the last of her grenades over the seats and pulled the pins, dropping them in and surrounding the pair in a magical shield. A few seconds later, five explosions erupted, decimating the nose cones as they did inside the hangar.

A.B. removed a few grenades from her own strap, and she and Belle continued up the row of planes, opening the cockpits and lobbing grenades into them. As the pair wreaked havoc, Pinkie set the PC 9000 on the ground and rolled it to the closest jet that wasn't blown to pieces by the bombs Belle set up earlier. Not wanting to set herself up for a sudden ambush, Rainbow followed close behind.

Pinkie motioned for the pegasus to step back. When the colonel felt the pegasi were at a safe enough distance, she fired her cannon and utterly annihilated the first plane. It was hit with enough force that it slid a few feet while it practically split in half. The pink mare marched toward A.B. and Belle, destroying each plane as she went. It didn't matter that they couldn't fly thanks to having their control panels knocked out. That was relatively easy to fix. Ripping the jets into tiny pieces, not so much.

New thick clouds of smoke poured from the now ravaged attack vehicles as the two groups met in the middle of the carnage. They surveyed the damage and grinned, satisfied with their success. Even the exhausted Loo managed a coy smirk. Pinkie returned the PC 9000 and nodded approvingly at the others.

"Nice job, team. Let's head home."


It had been a relatively quiet trek back to Ghastly Gorge. Despite Loo being injured, they didn't lose much time during the return trip. Rainbow proved that her increased bulk did more than just show off her muscles and carried the similarly built orange mare quite easily.

From time to time, Loo insisted that she could make it without their help and would fly a few feet off the ground for a distance. It was a minor strain on her, thanks to the injury to her stomach, and eventually would need to fall back to the earth. Despite protests, Belle would always prop her back on top of Rainbow. Walking with a bum shoulder could possibly mean adding another day or two to the journey, and staying out in the open was always a bad idea.

Loo didn't admit it, but she had no desire to be carried around by the same mare she was chewing out only a few days ago. She took every opportunity she could get to get off of her former idol. Being forced to lay on her back made her feel unclean. The fact that she was still alive was enough to remind her that Rainbow probably saved her flank. Between being lugged around like a helpless foal and being indebted to the blue mare, Loo had never felt more embarrassed by anything in her life. She couldn't even think of anything she did trying to earn her cutie mark when she was a kid that felt as humiliating as this.

The others congratulated Rainbow on making a surprising bit of progress when she had moved her wings during the mission, even if it was only a short distance. Remembering her small victory gave the pegasus even more reason to push herself back into the sky as quickly as possible. When the girls started their heavy chattering, Loo feigned pain-related fatigue and closed her eyes. She didn't need to sleep, but she couldn't bring herself to join in the merry conversation.


The Party Crashers had made it back to the base nearly a day and a half faster than it took to arrive at their mission's destination. They owed it to Loo to get her fixed up as quick as they could, despite the great distance they had to traverse. Skipping a few meals and sleeping a few hours less each evening made a world of difference.

The doctors at the command center got Loo into surgery immediately once they were informed of her predicament. She wasn't going to be in surgery long, and even though she and Loo had butted heads a few times, Rainbow was worried for her. Pinkie and the others assured her that she would be OK, that she had been through at least eight or nine major surgeries in all the years the war had been going on. After hearing such a thing, Rainbow wondered how Loo's body hadn't started falling apart yet.


The orange mare wasn't in surgery too long, maybe a couple hours. Her injuries weren't anything the surgeons hadn't seen before, on her or any other patient.

Rainbow sat against the wall the entire time she was being worked on. While she waited, she and Commander Derpy discussed how things went on her first real mission. Needless to say, she had been incredibly nervous, but Derpy was proud of her. She recalled one of the earliest full blown battles many years ago, of how ponies would see their friends and loved ones dying in horrific ways right in front of their eyes and have nervous breakdowns, of how others would turn tail and hide or desert the battlefield altogether at the first sounds of gunfire.

Rainbow stuck by her friends and even fought off her fears enough to save one's life. Derpy was particularly impressed with how she handled her first kills. Taking somepony's life was one of the hardest things for most of the soldiers on both sides to do when the fighting first broke out. Nowadays, it was as common as air.

The sky blue pegasus couldn't help but boast happily about making her artificial appendages move. Unbecoming of a high ranking soldier, Derpy gave her a high hoof. Considering the circumstances, it was doubtful that anypony would have minded the expression of joy. Others who had been forced to go through what Rainbow did reacted similarly when they had turned their own corners.


The Party Crashers watched over Loo while she slept in the recovery room after the doctors had finished stitching her back up. Happy to see their lifetime companion out of surgery again, Belle and A.B. shook their heads jokingly and grinned. Was Loo ever not going to be getting some life threatening injury? After a short time, Pinkie, A.B., and Belle headed out to let Loo get her rest.

Rainbow opted to stay until she woke. She felt that she owed it to her. If Loo hadn't throw her away from the door, she could have been killed just as easily as her orange friend could have been thanks to Celestia's pawns.

Curious, Rainbow quietly walked over to Loo and pulled away the sheet. For some reason, she needed to see the extent of the closed wound. What she found on the rest of the orange mare's body made her mouth hang open. There was no less than eight scars on her chest alone. With a frown, she covered her friend back up.

She returned to her seat by the wall and nodded off soon after. Even in a heated time of war, boredom came quickly to Rainbow.


It was barely an hour when Loo began to stir. The young blue mare heard the weak groan and woke up as well. She moved up to Loo's bed and sat down, smiling in relief that she was alright.

"Hey. How you feeling?" Rainbow asked.

"Been better," Loo weakly said. "Been worse too I guess."

The relieved mare chuckled. "Yeah, that's quite the landscape you've got going on there on your body."

"You saw the scars, huh? What can I say? I seem to have a knack for getting hurt," Loo said with a little smirk.

Rainbow rolled her eyes and smiled. Loo's sarcastic attitude sure hadn't gone away over the years.

"The others...?"

"They wanted to let you get some rest."

Loo nodded and took a relaxing, deep breath. After a moment of quiet, the bedridden pegasus sighed and asked a simple question.


Rainbow was hurt.

"What else was I supposed to do? You saved my flank back there. If you hadn't tossed me out of the way, I would have been killed."

"Was just following orders. Commander said to keep you safe, so I did. Besides, I wouldn't expect you to just let me die," Loo explained. "But, that's not what I mean. You're here, now, and you're not resentful or.. or smug over me getting busted up after what I said about you back there. I.. I don't understand."

Rainbow smiled softly and took Loo's hoof. "Element of Loyalty, remember? I don't leave my friends hanging, and I never give up on them. Even if they've given up on me."

Loo looked away silently, a hint of guilt taking hold inside her.

"You get some rest. I'll see you later on, OK?"

The purple-maned pegasus blinked at her guardian. "Yeah. Good idea."

Rainbow released Loo from her grip and turned away, heading out into the hallway and off to the kitchen for something to eat. Loo sighed heavily when she was finally alone and fell asleep.


Back at a ravaged air strip outside Baltimare, two patrol planes flew in low, initially trying to land and dock. Unfortunately for them, the facility was completely torn apart. The control tower had collapsed, the communications tower was in pieces and every last jet on the airfield was destroyed in one way or another. Even the building itself had holes in multiple places and the doors looked heavily damaged.

"Celestia, what happened out here?" a rose colored mare pilot said to her partner.

"Looks like somepony found them out. We need to tell the Princess about this right away."

"Do we even have enough fuel to get to Canterlot?"

The other pilot, a light orange stallion with a mane streaked in two shades of brown, looked at the fuel gauge on his panel. "Yeah, should be OK. It'll be close, but we should make it."

"We better. You know how angry Celestia will be if we're forced to dump a couple of jets in midair trying to get to the main base, even if we're heading there for good reason," the mare stated.

"Yeah, good point. Let's not linger anymore then."

With a burst of acceleration, the jets headed toward the Equestrian capital city.

Chapter 19

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A warm feeling rose in Rainbow's chest. Loo was alright and her first trip into battle had come to a close. She had come away without any injuries and had even managed to lift her wings, even if only a tiny bit and seemingly involuntarily. It was a start. Every journey begins with a single step, as the saying went.

The next thing she wanted to attack was the fridge. She trotted toward the kitchen with a spring in her step. For once, she didn't care how cool she looked in front of anypony else.

She found a familiar pink mare munching on a few carrots with her back to the doorway when she arrived in the mess hall. When she finally saw Pinkie without all the equipment on, she looked passably normal, save for the branding on her flank. Doing a quick scan of her body, Rainbow didn't notice any scars. Pinkie wasn't aware of her presence just yet. She was busy mentally reviewing the most recent battle, trying to determine if there was anything they could have done better in preparation for the next inevitable conflict.

Rainbow stepped up to her old friend and laid a hoof on her shoulder, greeting her with a warm smile. It caught her attention quickly, and for a moment, Pinkie stared silently into her big ruby eyes. The pink pony looked behind her at the door, listening for any approaching hoofsteps and making sure they were alone. When she was sure they were undisturbed, she shot to her hooves and wrapped her legs around Rainbow in a rib cracking hug. Tears of joy began to form in her baby blue eyes. The startled mare wanted to reciprocate, but Rainbow's forelegs were caught in her embrace.

"Heh, Pinkie! Can't.. breathe!" Rainbow gasped.

"Oh.. sorry. Heh, forget my own strength sometimes," Pinkie replied, releasing her vice-like grip and embarrassingly rubbing her hoof behind her neck.

"It's OK. What was that all about? You didn't do that when you first saw me," the pegasus teased.

"I'm supposed to be the resident bad flank around here. I've gotten kind of a reputation as the perfect warrior. Cold and ruthless. So becoming of the Element of Laughter, I know. I guess after so many years of craziness, they're probably right," Pinkie explained.

"I doubt the Party Crashers would have cared if you hugged me. Belle and A.B. had no problem hugging me, after all." Rainbow stepped to the cabinets beside the fridge as she chatted, reaching in and grabbing a plate. She took a few fruits and vegetables from the icebox and closed it behind her.

Pinkie smirked, "Yeah, but Loo did knock you on your flank. I know she's got a reputation of her own, but I never expected her to do that. Not to you, of all ponies at least. I mean, I know she felt betrayed after you had been gone for a short while. I just expected something different out of her."

"What kind reputation does she have?" Rainbow asked as she sat across from Pinkie at the table.

"To be honest, I think some of our own troops are kind of scared of her. Maybe even I am a little. Have you seen all the scars on her?" Pinkie asked.

"Yeah, she's covered in them."

"Mhm. Sometimes I think she's almost deliberately tempting death, but death is too scared to take her."

Rainbow cocked an eyebrow. "Why would she be trying to get herself killed all the time? That doesn't make any sense."

Pinkie shrugged and shook her head. "We're all so tired of this war. I know she's been in a lot of pain for a long, long time. She'll never admit it, of course. I think seeing you brought it all up to the surface. Wouldn't be surprised if that's why she punched you and said all those nasty things to you."

"Why do you say that?"

"Like I said, she felt betrayed. Heck, you heard her. She said it herself that she feels you abandoned her. Not long after you disappeared, things went nuts around here and she was eventually forced into a never ending fight against a psycho when she got older. Whenever something was bothering her before, if she couldn't turn to her friends for support, who'd she turn to?"

Rainbow slowly put down the celery stalk she was about to start nibbling on. Her ears drooped and she looked away sadly. "Me, I guess."

Pinkie nodded and looked away, returning to her memories. "Without you there to fall back on, I could see what was happening to her as time went on, even with Belle and A.B. there. Every other mission we went on, she ended up more and more angry. I saw how she was dealing with enemy soldiers. I didn't try and stop her because I thought sometimes she'd try doing to me what she was doing to them if I tried talking to her. She was letting her anger get the better of her, and frankly, some of it was terrifying. Even to Belle and A.B. I could see it on their faces."

"What does this have to do with Loo trying to get herself killed though?" Rainbow gobbled up the celery and reached for another stalk.

"It would have been a release from all the pain she felt. I know because.. I.. used to feel similarly a long time ago. Back when I was a filly, before you gave me my cutie mark," Pinkie said dejectedly.

The pair sat silently for a moment before Rainbow spoke up again.

"Pinkie, I.. I didn't know. I'm sorry," the blue mare said sympathetically.

"Hey now, you don't have to feel sorry for anything," the pink mare declared. "I remember when I was working those rock fields, it was the most depressingest thing ever. I never understood what the point of moving rocks around was. You couldn't eat them or grow them or sell them or anything. Every night, I went to bed ready to cry; I was so utterly miserable. Sometimes I did, sometimes not. But then, one day, your Sonic Rainboom happened and.. well, we know what happened after that," Pinkie said, patting her rump.

"Sometimes, Rainbow," she continued, "sometimes I'd think about what would have happened if you never came into my life as unexpectedly as you did, and.. I honestly don't think I would have made it too far. That's why I think Loo's on some suicidal mission in life. Even with you here now, I wonder how far gone she is. If you can even turn things around her for at this point, y'know?

"It's weird, in a way. Both myself and Loo had issues, and in one way or another, you had a hoof in both of them. You helped solve mine, and unfortunately, due to unforeseeable circumstances, you accidentally created Loo's. I just wish you were able to help fix hers, too."

"Hey, if there's something I can do that will help, I'll do it. You know I will," Rainbow said with a cocky thump to her chest.

A small, happy grin found Pinkie's lips. "True to your element as always, huh?"

"As always!"

The two shared a quiet chuckle.

"It feels good to laugh again, even if it's just a little. I've missed it," Pinkie said, barely above a whisper. She could feel her eyes watering. "I've missed you, Dashie. You were always able to make me smile."

The pegasus smiled softly at her friend. "I've missed you too, Pinkie."

"Hey, you were only gone a week or so before you saw me again. Are you sure that's enough time to miss somepony as much as I've missed you?" Pinkie joked.

"Believe me, Pinks, it is," Rainbow said, bopping her gently on her snout. They shared another laugh.

"So tell me, what in Equestria is with that cutie mark now? I've been meaning to ask you," the pegasus stated, pointing at her pink flank.

The earth pony frowned and shrugged. "Really hasn't been much of a reason to throw a party in a while."

"Yeah, I guess not. Too bad we can't go do some pranking for old time's sake."

"Oh, if I ever get the chance again, I intend to um.. 'prank' the Princess pretty badly," Pinkie said with mock quotation marks. "Let's face it, she didn't make a Pinkie Promise, but she still promised to look out for Equestria. It was her duty, right? I'd say she kind of broke that promise."

"You've pranked the Princess? I'm.. not sure what you mean."

"Let's just say regardless of what happens during or after this war, she'll always have something to remember me by," she said with a sly grin as she rubbed up and down the side of her neck.

"You got to her, huh?" Rainbow bit into a carrot.

"Yep. Was this close," she separated her hooves by only a couple inches, "to putting an end to all this. It was in the same battle she got the Doctor. He didn't go to battle very often, but we had just finished leveling Detrot after we found out it was their main manufacturing city. He wanted to be there if we put the war to bed that day.

"After we got back, Commander Derpy – well, she wasn't commander just yet, but you know what I mean – she told us we were going to be attacking Canterlot head on. We had some of our other reliable forces messing around in some of her other stronger cities to keep them busy, but we had enough numbers to go after her directly.

"Our armies came together in Ponyville," Pinkie continued. "She expected us and was prepared, but we still kicked her troops' flanks pretty good. During the fighting, she spotted the Doctor by Town Hall and went after him when he was vulnerable. She knocked him around pretty bad. Right before she went in for the kill, he tossed something to Derpy – I don't know what it was, I couldn't see it – and then he.. did.. something. It looked like he was reaching for something he had on him, and that's when Celestia fired her magic at him. All that was left of him was a some burn marks on the ground."

"What happened next?" Rainbow asked, finishing her carrot and grabbing a tomato.

"I was nearby, dealing with some idiots, when I saw what happened. I grabbed a rocket launcher and aimed. Some jerk knocked me off balance and the shot went sailing just past her head. But it hit the building and the blast burned her pretty badly. She winked back to General Tiara and Colonel Trixie and they called for everypony to retreat. We couldn't afford to go after them since we just lost the Doctor. We had to regroup and replan."

"Do you think Derpy's done a good job since the Doctor died?"

"Oh, absolutely! I know she still misses him though. He was really cool! Had a lot of silly quirks!" Pinkie said with a bounce. "I didn't really see him too much after I threw him his Welcome Party, so I never got to know him too well until after the fighting broke out. I wish I had, now that I know what he was like. I think it would have been a lot of fun hanging out with him!"

Rainbow grinned as she watched her silly friend showing her old self again briefly. It was a shame to her that all the laughter Pinkie used give to Equestria was of little use in such dark times.


The pair of fighter jets touched down at the Canterlot landing strip after finding Baltimare's air field in ruins a few hours prior. After being guided to their final resting area, the pilots hopped out of their planes and glided down to the ground. They gave their helmets to one of the workers at the base and immediately took to the air again. They needed to get to the Princess quickly.

Most of the outside of Canterlot castle had looked unchanged. The walls were still in one piece and their beautiful white color had been maintained over the years. The colorful stained glass windows were mostly intact. Only one particular window had been destroyed from the inside a few decades ago thanks to a particular enraged alicorn. The image that used to be on it was the despicable lord of chaos being defeated by the Elements of Harmony.

The pegasi made their way inside the castle past the many armed guards. The marble floors and lush red carpets were still immaculate. If only to make an almost arrogant, hypocritical statement about the state of affairs in Equestria, Celestia had made it a point to keep the castle looking as regal as it ever was, even though there had yet to be a major battle within the city limits.

They flew through one room after another until they arrived at the duel leveled staircase they needed to find. Most of them hadn't seen any use in years. A lavish dining hall, a ball room, a music hall. Yet they all looked ready to be used by a thousand guests at any minute. No cobwebs filled any corners, there wasn't a single smudge on any of the windows nor on any of the tiles of the floor, and a fresh fragrance permeated the air, almost mocking the global situation.

On the second floor, the pilots found the main military installation. Passing by the surveillance room, they came across the primary control room. Further ahead down the hall was likely where the Princess would be found, locked away in the war room, strategizing as she usually was. In the last several years, it was rare when anypony saw her, save for General Tiara. Most of the weight of the war had fallen onto her shoulders.

Once inside the control room, the pegasi marched up to the General, stopping only to salute the two other higher ranking officers nearby. As was typical, the computers and machines were flickering multiple colored lights and buzzing with activity. At the back of the room was a desk with a large flag bearing Celestia's royal seal behind it. An older pink mare with a purple-and-white striped mane and tail sat on a small bench, going over some papers. She still had a relatively youthful appearance, despite her age.

"General Tiara," the mare stated and saluted. The earth pony looked away from the memos and returned the greeting. "We have news from Baltimare."

"Talk to me."

"Our patrol route was to have to land at the Baltimare air strip, but when we arrived, it was completely destroyed. There wasn't a single plane outside that wasn't in pieces, and the air traffic control tower looked like it had collapsed," the pilot explained.

"Ugh! Those damned Party Crashers had to have gotten wind of it. I hate them! We just finished rebuilding that place a few years ago too! We needed that base for once we took back Fillydelphia!" she ranted, throwing her papers on the floor and stomping on them. "I just wish General Armor wasn't so good at defending that city. I wish I knew how his troops were able to move around that city so well."

"G-General?" the stallion pilot stuttered.

Diamond Tiara closed her eyes and scowled, taking a deep breath. "I'm not angry with you. It was good that you brought this to my attention. The Princess needs to be told right away, but she's not going to happy about this."

The pegasi shrunk away nervously. Celestia's wrath was well documented in the minds of her troops.

"Anything else you want to report, soldiers?"

"N-No ma'am, that's all."

"Dismissed, then."

They all saluted to one another and the pilots left. General Tiara picked up her paperwork and stacked it neatly in the center for later. She stood and headed toward the hallway, intent on seeing the Princess. As she proceeded, she received several salutes along the way, returning them where she could.

Upon arriving at the door to the war room, the pair of unicorn guards saluted and magically pulled open the door. Inside stood a few tables with papers scattered all over them as well as the floor, a large billboard with a map of Equestria upon it, covered in several push pins of various colors, another board with an illustration of the rebel army's chain of command with a few names and pictures X'ed out, and a toppled flag laid on the ground. Staring at the papers on one of the tables was the disheveled Princess. She heard the doors open, but had yet to respond.

Tiara's hooves clopped loudly in the silent room. Behind her, the doors closed themselves. If Celestia were anything but an alicorn, she would have given somepony the impression that she hadn't slept in a week. Her flowing mane was as torn at tattered as it had been when she executed her sister. Her eyes were bloodshot and her dimmed white coat ragged. The general glanced over the left side of her long neck in front of her. A large, terrible burn covered most of the skin, all the way down to her left shoulder and up to just below her jawline. A gift from Pinkie Pie.

"Princess," Diamond Tiara finally said.

Celestia looked away from her documents and greeted her top officer. "General Tiara. What brings you here?"

"Unfortunately, some bad news."

The Princess smirked softly. "Isn't that usually the case when you stop by here?"

"Not always, your highness. But this is one of those times. The Baltimare air strip has.. been destroyed. We suspect the Party Crashers, but we have no official confirmation."

Celestia gritted her teeth and slammed a hoof on the tile floor. "Dammit! Not again! That air field was pertinent to the plan I put together! Ugh, how I wish I knew where their main base of operations was! I'd wipe them all out singlehoofedly if I had to! Have we made any progress in Fillydelphia yet?"

"I haven't heard anything, so I'm afraid not, Princess."

She let out an exasperated sigh. Every time she heard about the big city that plagued her with failure, Celestia wished that Shining Armor was still a part of her forces like he was before the Elements were deemed traitors to the throne.

"I know I've tried asking you before, your highness– "

"I know what you're going to say, General," Celestia cut her off, "but, I know that Colonel Trixie's air squadron failed against Spike. You've told me this already and I'll say it again: If she had sent more than just four planes at him, she would have had a better chance of getting rid of him and Rarity."

"Princess.. "

"I'll hear no more of this!"

"Oh, for.. he was carrying somepony different!"

A curious eyebrow rose. "Why have you not told me this yet?"

"I have been trying to, your highness, but you kept dismissing me before I had the chance!"

Celestia turned her head and thought out loud, "Why would Spike be carrying somepony else on his back other than Rarity? If this pony knew where he was, that could mean he was simply taking them back to where they came from. It may be one of their main bases, but it could also be one of their smaller, hidden locations. Do we have any information about this mystery pony?"

"A little. If you happen to recall dealing with them at any time or hearing about one of the other officers fighting them somewhere, it could possibly help us trace their steps. It's not much, but it's a start. Anyway, Colonel Trixie told me that one of the pilots said before they were killed that it was a light blue pegasus mare with a rainbow colored mane. Does that ring any bells?"

The Princess' eyes shrank and her mouth opened slightly in shock. She blinked and turned her head, facing General Tiara directly.

"Say again?"

"A light blue pegasus mare. Rainbow mane?"

She looked away, horrified and mumbling under her breath. "No.. i-it's not possible. It can't be.. "

Diamond Tiara stared uneasily at the shaken up alicorn. She had never seen her so disturbed by anything in all her years under her. "Your highness?"

The royal mare composed herself quickly, cocking her head high. "Thank you, General. I'm sorry for not allowing you to tell me such information before. You've done well. Now, please leave me be. I have to plan.. and think."

"Yes, your highness," Tiara said with a bow. She turned and knocked on the doors. A second later, after stepping back a pace, they swung open slowly and she departed.

After the double doors had closed, Celestia laid down. Her gaze was solidly focused on the floor, her mind repeating what her most trusted soldier just said. She sneered and squinted angrily at the implications, if her words did indeed ring true.

Chapter 20

View Online

There was a knock on the door to Commander Derpy's quarters. She turned at the sudden intrusive noise.

"Come in."

Rainbow pulled open the metal door and closed it behind her. She saluted the wall-eyed pegasus as naturally as the others in the base. Derpy was pleasantly surprised that Rainbow was adjusting so quickly.

"At ease, Rainbow. What can I do for you?"

"Hey, Commander. I needed to talk to you about something that's been kind of bothering me since Baltimare, and I figured you were the only one who could give me some kind of answer."

"Is it about your first kills? Trust me, it's not easy on anypony."

"No, no, it's not that. There was.. something weird there. I've never seen anything like it before. Would have never imagined something like it could even exist."

Derpy cocked her head. The two of them had seen plenty of magic in their time, so it was difficult to grasp what unusual phenomenon could have her fellow pegasus so bothered. She motioned to the pillow on the ground by her desk as she sat on her bed.

"Please, have a seat. Talk to me. Why do you think only I would have the answer? We have a lot of talented and knowledgeable staff here," the grey mare asked.

"Well, you said the Doctor had that time machine thing. I'm assuming you went with him from time to time, wherever it was, right?"

"All the time, yes. We saw some interesting things, needless to say," Derpy smirked.

"Did you ever see anything that looked like a glowing crack in the wall or something that looked like it shouldn't have been there?" Rainbow asked nervously.

Derpy froze. It was plain as day on her face that she was perfectly aware of what her friend spoke of. Once the initial shock wore off, she half-closed her eyes and frowned.

"Twice before, yes. The first time was in the TARDIS, on one of its computer screens, on the day we figured you must have disappeared. I found another one a few days after I sent you and the Party Crashers to Baltimare in the war room, on the wall," Derpy explained.

"What are they? What do they do?"

"I asked the Doctor that when it first happened. He had this horrified look on his face. I think he knew what it was, but he didn't tell me. All he said was to stay away from them as best I can if others should appear," Derpy said with a sigh. "Great. Just what I need. More stuff on my plate, and I don't even know what to do about this."

Rainbow's ears slumped and her eyes fell to the ground. "I-I'm sorry, Commander. I wouldn't have said anything if I knew it was going to upset you like this."

"No, no, Rainbow," Derpy assured her, "it's a good thing you mentioned this. If these things are popping up in other places, we need to be careful. I'll have to warn the others. Is there anything else you need?"

"That's all, Commander. Thanks for your time," Rainbow said with a salute.

"I can always make time for you, soldier. Dismissed."


Four months had passed since Rainbow's first mission with the Party Crashers. She and the group had been instructed to interrupt three more of Celestia's operations during that time, each one of them as successful as they typically were. After Rainbow had spoken to Loo in the recovery room, they seemed to develop a grudging respect for one another, though it was obvious to Pinkie, Belle, and A.B. that there was still a touch of resentment in her eyes. Fortunately, she never let it bother them on the battlefield.

Much to the group's surprise, Rainbow and Loo ended up gelling together quite well. Sometimes, they moved and operated together as if they were just one pony. Rainbow's big mouth and chromatic mane were distracting on the ground, and Loo was a wrecking machine from the skies. The others were happy that they no longer had to worry about keeping both eyes on the young pegasus at all times as Commander Derpy had instructed.

Rainbow had become more accustomed to fighting and slaying their enemies, and had found that she enjoyed using AR-15s as her primary weapon, during her second assignment, which took them to Mareami. Thanks to the Princess' neglect of her celestial duties, what should have been warm sunny skies overhead were overcast and cold with hardly any sunbeams visible, given how far east the city was.

After returning from their third mission together in the freezing heights of Coltorado, Rainbow found herself with a few young fans. She almost felt like she was back home again. The foals found her multicolored hair, as well as her cool attitude, appropriately enough, awesome. A part of her wished she could still fly and perform some tricks for them, but then she remembered that a trick is what got her and the rest of the world in the current situation in the first place. However, if she was able to help them forget about the insanity going on in Equestria, even for a few minutes, Rainbow was happy.

When the Party Crashers got wind that she had yet another little fan club, they couldn't help but giggle. Even Pinkie uncharacteristically joined in and had a laugh. Loo rolled her eyes and grinned, remembering her own fascination as a youth. Something about Rainbow struck Loo as surprising, however. The blue mare wasn't as acting as egocentric as she used to. At least, not according to Loo's memories. Though Rainbow retained a little cockiness, she remained much more grounded than before.

During her down time, Rainbow did almost nothing but work on her wings. She was able to visit Dr. Neurocell regularly like he instructed, and as time went on, he was happy with the results. After four months, Rainbow was able to completely lift, lower and outstretch her wings, though not at a speed that would allow her to fly just yet. When the pegasus was able to flap her wings in a full cycle, she cried tears of joy. The last time she felt such jubilation was when she got her cutie mark.

However, when she wouldn't be focusing her energy on her metal appendages, she would be thinking deeply. She had only been on four missions so far, but on every one, she would inevitably find another bright crack. She found one on the floor, another on a wall, and the most recent one seemed to be floating in midair. The others came across them as well, but Rainbow made it a point to tell them to stay away, as per what Commander Derpy suggested. Rainbow had no idea why they were there or what they did, but if Derpy was agitated by their presence, then there had to be something serious behind them.


Two unicorns stallions, a pegasus mare, and a young earth pony colt entered the base through their hidden front door. After a brief scan of the skies, the colt closed the door behind him. They trotted briskly down the illuminated tunnel and were greeted by the warm faces of their comrades. Silver Spoon was glancing over the radio with Vinyl's guidance. They had been going over some unusual activity and wanted to be sure there were enemies nearby.

Boldly, the young colt galloped up to the lieutenant upon seeing her. His worried expression spoke before his lips could once the officer saw him.

"Lieutenant Spoon," the young pony said with a salute, "we need to see Commander Derpy right away."


Silver Spoon and the scouting unit marched into the war room, where Derpy was examining a map of Equestria, trying to determine her army's next move.

"Commander, our northeastern scouts have returned. They say they have urgent news," Lieutenant Spoon said.

"Thank you, Silver Spoon," Derpy said, dismissing her. "What's going on, soldiers?"

"We stumbled upon something in Neighagra Falls. Something big," the colt said.

"Neighagra Falls? We haven't had reports of anything in that area before," Derpy stated.

"No ma'am, not the area. In the falls. We followed some troops to the falls and watched them duck into a cave hidden behind the water. We snuck our way in and found a large network of caves, and in the largest area was a manufacturing plant," the young pony explained. "It was huge! They had enough room to build about three or four planes, and there were a lot of workers there."

"We staked out the place from the forests outside once we discovered what was going on, Commander," the pegasus stepped in. "From what we could determine, based on how far along their most constructed jet was and how soon after we found it that it took for it to leave the base from an exit port a few clicks to the east, taking into account how many ponies we saw down there, it probably takes them maybe four to six weeks for them to put one together. We wouldn't be surprised if they had workers active twenty-four hours a day."

Derpy gritted her teeth and stomped into the ground. "Dammit! We took out Detrot years ago when it was the biggest plant they had. Were we wrong all along? This one's well hidden, is expansive underground, and that giant river could easily provide them with all the hydroelectricity they could ever need! And they're in an ideal spot for any raw goods they could need too!"

The rebels had taken out hundreds of jets over the years. Derpy and the other commanding officers knew that it had to have taken a lot of time and materials to build so many. Coordinated strikes were constantly being done on various plants around Equestria in an effort to slow the creating of weapons, supplies and vehicles. As time went on, it never appeared that their attacks made a noticeable impact.

"Ma'am, the one jet we saw leave the stronghold headed in a southeasterly direction, toward Manehattan. Sources indicated that they have an air base near the city, but considering how fortified the area is, we've yet to stage an attack there," the pegasus scout stated.

Derpy faced the large Equestrian map and tapped where Neighagra Falls was and then on Manehattan. With a studying glance, she looked farther south to Fillydelphia, where General Armor and his troops were stationed, dragging her hoof as she went. Then she moved to Baltimare, then Trotlanta, and finally Mareami.

"Every single one of those cities we know has or had an air field. There's gotta be a connection, but what? These locations just don't look random," the Commander thought out loud.

The scouts watched Derpy remove red push pins and attach them to the major points along the east coast. Once she finished marking the map with Celestia's cities, she marked her own bases with yellow pins. With a hum, she replaced Fillydelphia's yellow push pin with a red one and stepped back. Derpy scanned from east to west a few times before a realization slowly formed. Most of her bases were in a direct path of Celestia's.

"Son of a bitch! It's a good thing we were able to break up her operations. If we hadn't, we'd be lined up like sitting ducks. Each one of these bases," she pointed up and down the east coast, "could wipe out a huge chunk of our forces. It explains why she's fought so hard to get Fillydelphia back all these years! If she got her hooves on it, and if all the bases we've destroyed were functioning, all they'd have to do is fly west and shoot at everything in the way! Ugh, she's known this entire time and she was just setting up for one big attack!"

Derpy sneered at the floor, trying to suppress her anger, not only at Celestia, but at herself. She could have seen this scenario coming. Celestia always had a flair for the dramatic. If she had any weakness, that was it.

"I have no idea if she knows where this location is or not. I don't believe she does, because if I was in her horseshoes, I'd send my best squad the moment I knew where the enemy's commanding officer was. It's the only reason I think we're still safe," the commander said to herself.

The scouts looked on dutifully as Derpy formulated a last second plan. After a moment, she turned to them, her chin held high.

"You've all done exceptionally well. If we get through this, you'll all be recognized and rewarded for your achievements. You four may have just turned the entire war in our favor," Derpy said with a proud grin.

Beaming with pride, they puffed their chests up and saluted their commander.

"Is there anything else we can do for you, ma'am?" one unicorn asked.

"Not at the moment. Good job, soldiers. I have some work to do. Dismissed."

With that, the four heroes turned and left the gray mare alone. She turned back to the map and eyed a path from Ghastly Gorge to Fillydelphia and then to Neighagra Falls. The falls were farther than Shining Armor's center of operations, but time was against them either way. They would have to strike hard and fast.

She turned to leave the war room, taking one last look at where a familiar glowing crack once occupied the wall. The light was not present at the moment, but the fracture itself leered ominously back at the pegasus. After a moment of staring, the commander vacated the area and headed to the main control room.

Derpy found the communications panel and picked up the microphone, flicking it on.

"Party Crashers, report to the control room immediately," she called out over the loud speakers.

A few minutes later, Pinkie, Rainbow, and the trio of terror arrived, all coming to a halt with a proud salute.

"You wanted to see us, Commander?" Pinkie asked.

"Yes. At ease, ladies. I have some big news for you. Our scouts found another little manufacturing plant in the northeast. It's extremely well hidden. In fact, we were completely unaware of it until now. I want you to go break it," Derpy instructed.

"Is that all? No problem, Commander!" A.B. piped up.

"It's not going to be as easy as it sounds," she said grimly. "Apparently, Celestia has set up a rather large underground network behind Neighagra Falls. They've been constructing jets and who knows what else in secret, and our reports indicate that there's a lot of enemies there. Could be more than you're used to."

The former Crusaders looked at each other and smiled coyly. At least it would be a fun mission to them.

"We got it covered, ma'am. When did you want us to head out?" Loo asked.

Derpy looked at the clock on the communications panel. 5:23 PM.

"0800 tomorrow morning. Go ahead and get yourselves ready. I estimate it should take you maybe two weeks to get up there. You've got ten days each way. We're going to need you back here as fast as possible. If this really is as massive a plant as our scouts say, then we're going to need to be ready for the next, and hopefully last, stage of our attack," Derpy said with authority.

"What do you mean 'last stage'?" Pinkie asked.

The Commander took a deep breath and grinned. "If you're successful, once you return, we're attacking Canterlot."

Everypony in the area that heard her turned and gawked. Even the normally headstrong and unshakable Party Crashers jumped in surprise at first. The shock quickly vanished with the appearance of three excited, almost malicious smiles. It had been nearly twenty years since an attack against the capital city was an option, but Pinkie remembered that day vividly. She was not as thrilled as her companions at the idea.

"Commander, you remember what happened that day, don't you? Your plot almost sounds like what was planned out step by step back then. How do you know she won't be expecting an attack?" the pink mare asked.

"I remember all too well, Pinkie. We just have to hope the element of surprise is on our side this time around. We've annihilated every other major plant we've discovered, and up till this point, it seemed that their production just never took a hit. After what the scouts said, I wouldn't be surprised if this is where a majority of her weapons and attack planes came from.

"Be smart, and more importantly, be safe. I'm depending on you now more than I ever have before. Don't let me down," Derpy said with a salute.

The five mares returned the gesture and turned around, ready to begin their initial preparations.

"Not you, Rainbow Dash."

They stopped suddenly and craned their necks backward.

"Huh? I don't understand," the light blue mare said.

"If this is indeed the beginning of the end of this nightmare, I want you to stay here for now. Like I said, there's going to be more troops there than you're used to, and I want you to be safe until we're ready to invade Canterlot," Derpy explained.

"You've handled yourself well on the battlefield so far, but I want you completely ready for our assault," the gray mare continued. "That means I want you to be able to fly if time allows, just in case. You're almost there. I've been keeping an eye on your exercises, and I must say the amount of progress you've made in such a short time is nothing short of astounding. And from you, expected. I want you to stay here and finish your training."

"But, they could need me, and I– "

"I know you can handle yourself out there, but I've made my decision. Your friends will be alright. They were doing what they do for quite some time before you returned," Derpy said with a smirk.

The group looked amongst each other with a touch of melancholy. They had grown even stronger over the past few months, and while they were hesitant to have Rainbow join up with them, she had become a welcome addition to their team. But, orders were orders.

"If that's what you need, Commander, you got it," Pinkie nodded.

"It is. I'll see you all off in the morning. Dismissed."

When the Party Crashers were out of sight, Derpy tapped her chin and returned to the war room. She found a quill and parchment and laid the paper on the table in the middle of the room. There was one other thing that needed to be done. If they were to attacking Canterlot in the foreseeable future, she was going to need all the ponypower she could get.

"I will say one thing about Spike," she said to herself as she began to write, "I miss his ability to get letters wherever you needed them quickly."

After a few minutes of spelling out an order, she folded up the sheet and carried it between her teeth back to the communications area in the control room. Setting the paper down on the panel, she picked the microphone back up, buzzing it to life once more.

"Speeding Bullet, report to the control room," Derpy said into the mic.

A moment later, a light green pegasus stallion, small for being middle aged, with faint amber hair trotted up to the commander. His expression was one of utmost determination. He knew that whenever he was called upon, it was an urgent task.

"Yes, Commander?"

"Get some supplies. I need you to take this note to General Shining Armor in Fillydelphia as fast as your wings can take you. How quickly do you think you can make it there?" Derpy demanded, waving the instructs before him.

The small pegasus thought briefly. "Five, maybe six days at the most."

"Cut it to four if you can, and I need you to leave immediately. This is about as urgent as it gets." The Commander took the note in her hoof and extended it to Speeding Bullet.

With a slight step to attention and a puff of his chest, he took the note from Derpy.

"Is there anything else, ma'am?"

"That'll be all. Get going."

With a confident nod, Speeding Bullet dashed off into the depths of the base for weapons and sustenance. Barely twenty minutes later, he stepped out of the main entrance and flew off into the sky, saddlebags over his waist and note on his person. He had a lot of ground to cover and not a lot of time to do it.


Three days had passed since Commander Derpy said goodbye to the Party Crashers. She silently hoped their success would be swift and final, as well as Speeding Bullet's mission. As much as she wanted to go after the Princess immediately, they weren't ready. Her supply station needed to be crippled. Planes, weapons, ammunition, whatever they made at Neighagra Falls was finite in number. What it needed to be was nonexistent. The closer to that, the better.

Since Pinkie and the others left, Derpy had kept close to Rainbow. She oversaw her exercises and spoke to the doctors who had been working with her. Rainbow was well ahead of her originally projected schedule. Even temporarily handicapped, the cyan mare was going to push herself beyond her means. It made the gray pegasus smile. A part of her had always admired how much larger than life Rainbow always seemed to be long ago, and she was doing it again.

Once Dr. Neurocell had finished examining Rainbow and rating her progress, he left the pegasi for the recovery room. There were three ponies laid out peacefully in their beds, resting after being treated for various injuries. While the troops come and go, invading enemy territory and returning after the results, both good or bad, there were always mares and stallions that needed fixing up.

The most recent group of wounded soldiers had returned roughly ten days prior from a failed assault on Los Pegasus. More than half of the troops were killed during the fighting, mainly due to the sudden appearance of numerous fighter jets stationed in the nearby, but undiscovered, desert base under Colonel Trixie's command. Despite the extent of their injuries, it appeared that they would make a full recovery.

At the far end of the room, Cadance sat vigilantly overlooking her sister-in-law. There had been little change in her condition in a long time. Dr. Neurocell walked over and examined Twilight as he routinely did, flashing a light in her eyes, checking her vitals and searching for any flux in her magical energies. Everything appeared as it usually did. With a pat on Cadance's shoulder, the doctor took his leave. The former princess nodded her thanks and returned her gaze to the lavender unicorn.

Nearly an hour later, there was a weak groan. Cadance gasped.

Chapter 21

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Cadance charged out of the recovery room at full speed, nearly crashing into everything and everypony in the way as she raced to the control room. She wasn't sure where she'd find the commander at the moment, though there were only a few likely areas in the base.

She quickly looked over the control room upon arriving. No sign of Derpy. Cadance darted to the communications panel and magically yanked the mic up to her lips.

"Commander! It's Cadance! Come to the recovery room, please! It's Twilight! She's awake!"

Speakers throughout the caves rang out with her voice, catching the attention of everypony in the base at the mention of the unicorn. Even the youngsters knew who Twilight was thanks to old war stories. The usual goings on came to a screeching halt as curious and hopeful murmurs permeated the air.

Cadance tossed away the microphone and raced back to her sister-in-law. Derpy, who had been working in her quarters, had arrived only a moment beforehoof and was watching over Twilight with a glimmer in her lop-sided eyes. Twilight's doctors and nurses hovered about, making last second checks to her vitals and seeing that she come out of her years long sleep without incident. Rainbow Dash clumsily barreled in shortly after, slamming into wall of the entranceway followed a few seconds later by Applejack. The small group crowded around the waking unicorn, feelings of shock and joy coursing through them. Even the normally stoic commander was smiling happily.

Twilight had opened her eyes slightly while Cadance was away. Being blinded by seeing light for the first time in almost four and a half years, she was forced to slam them shut and allow her eyes to adjust under their lids. By the time her friends had arrived, she was seeing a bit more clearly but everything was still a blur. Before her, she saw four particular spots of color: One grey, one pink, one orange, and one light blue near her hind legs. Twilight tried to lift her hoof to rub her eyes but had yet to recuperate any physical strength. Even using her magic was futile at the moment since her concentration and mental acuity was still returning as well.

One doctor ran his stethoscope over Twilight's chest, the small cold disc startling her while another flashed a small light in her eyes. Her heart rate was good and her pupils were functioning correctly. A third doctor, a brown unicorn with silvery streaked hair, made his horn glow and touched his together with the patient's. Her magical energies seemed to be resurfacing, albeit slowly. Once the doctors were confident that Twilight was as well as could be expected, they carefully removed the breathing tubes from her muzzle.

"Welcome back to the land of the living, General," a familiar voice said.

"C..Comman..der?" Twilight mumbled.

"Among others."

Twilight blinked several times. Finally, her vision was clear. She immediately noticed Derpy, Cadance and Applejack and smiled as big as she could in her fatigued state. Rainbow stood at the foot of the bed, as excited to see her awake as the rest. Twilight paused, her eyes slowly bursting open in surprise. After a moment, she relaxed and smiled again.

"Rainbow.. you're.. back. Doctor was.. right. Said you'd come back and.. and you did," Twilight said, her heart rate happily increasing.

"Hey, Twilight," Rainbow said softly. "How you feeling?"

"Tired," she joked.

"You've been asleep for like, four years or something. How can you be tired?" the pegasus said with a chuckle. "The Doctor told you I'd come back, huh?"

Twilight nodded weakly. "Told me about.. you.. light.. s-speed.. thing."

"The Doctor told a few others about your return other than myself. Twilight was the only one who seemed to have any idea what he was talking about," Derpy interjected.

"She always was kind of an egghead," Rainbow said, turning to the unicorn with a wink. Twilight chuckled softly.

"Yeah, he could sometimes explain things a little um.. uniquely, I suppose," Derpy said.

"Still.. fighting?" Twilight asked.

"I'm afraid so. But hopefully not for long."

The lavender mare frowned and sighed, but ultimately wasn't surprised. When she had fallen, they were already at war for over thirty years. What's a few more at that point? Now that she was awake again, Twilight wasn't going to take it laying down, metaphorically speaking. She struggled to sit up, wanting to get out of bed.

"Twilight, easy!" Cadance said.

"Hold on, sugarcube. Ya haven't moved in years. Ya gotta get your body back in gear again, and it ain't gonna be easy," Applejack warned. The others gawked at the earth pony, surprised to hear such accurate medical knowledge come from her mouth. "What? Ah bucked apples for years. Ah'm well aware o' what happens when ya stop workin' hard and usin' your body and what it takes ta get movin' again."

"She's absolutely correct," the unicorn doctor spoke up. "Miss Sparkle, while you've been asleep, we've made it a point to at least massage what we could to keep your muscles from atrophying too badly. But, you are going to need some physical therapy. For how long is completely up to you and how hard you want to work at it. It's possible that you may need to rediscover your magical abilities again, though to be honest, I'm not quite sure how necessary that will be. We've never had anypony in such a state for so long."

"How.. soon?" Twilight asked.

"I'd like to get started first thing in the morning tomorrow. Right now, it's.." he looked at the clock, "just after 8:30. I'll set you up with Dr. Neurocell. He does most of the physical therapy around here. Isn't he working with you, Rainbow Dash?"

"Yeah, he's a nice pony. Been a huge help! Hey, we could be like study buddies, Twilight!" Rainbow said, giggling at her own joke. Her bedridden friend squeaked out a small laugh, too.

"What.. happened, Rainbow?"

The sky blue mare turned and extended her metal wings. It was still a bit of mental work, but she had been able to do it on her own for a short time. With just as much effort, she tucked them back into her body and sat back down.

"Oh no.. I'm.. sorry, Rainbow. What happened?"

"Well, you remember that spell you put on me so I wouldn't feel my wings?" Twilight thought for a moment and nodded. "Yeah, well, I sort of flapped them so hard for so long that I.. kinda broke them. I had to get replacements," the pegasus said, hanging her head in sorrow.

"But hey, I'm actually doing OK!" she perked up and smiled. "I can move them around on my own pretty well. Just can't fly yet. But I'm getting there!"

"That's good," Twilight said.

She had seen plenty of injured pegasi need prosthetic wings put in place of their organic ones over the years. This time was different though. Not only because it was Rainbow's wings, but why it all happened to her in the first place. A wave of guilt washed over the unicorn as her thoughts drifted back to the day she cast the spell that would inadvertently send her daredevil friend hurtling through time, and she hid it poorly. If only she hadn't numbed her wings in the first place...

"Ladies, I hate to interrupt," the unicorn doctor said, "but it's not a bad idea for Miss Sparkle to get a little rest in preparation for tomorrow."

"What do ya mean? She's been unconscious for so long. Why wouldn't she be able to just jump right into the rehab?" Applejack questioned.

"Well, you were correct before. She is going to need some time to recover fully. But right now, her body's going through a lot. It's trying basically to reboot itself all at once. She may not feel it right now, but I assure you, in a little while, she's going to be quite groggy." He turned to Twilight. "Miss Sparkle, until then, if you wish, we can do some basic magical exercises, just to see how much we'll need to work on that later."

"Sure, that's fine."

"Sir, w-would it be too much trouble if I asked to stay?" Cadance spoke up.

"Well, considering you haven't moved much from this spot for over four years, I suppose a few more hours couldn't hurt," the unicorn said. "But, once we rehabilitation begins, she will need some space."

"I understand." The alicorn looked at her sister-in-law and smiled.

"Back to foalsitting, huh?" Twilight joked.

"I couldn't stand the thought of something happening to you and me not being there. What else could I do?"

"Thanks, Cadance."

The former princess took Twilight's hoof in her own and squeezed it tight. The lavender mare struggled but managed to return the affection ever so slightly. Applejack, Rainbow and Derpy exchanged elated glances. The farmer was a step away from shedding tears of joy.

"Come on, girls. We should give her some room. She's got a big day tomorrow," Derpy said, nodding proudly at Twilight.

"I'll see you in the morning, OK? It'll be nice to have somepony else to talk to while I work on my wings instead of a boring old doctor," Rainbow quipped.

The physicians who examined Twilight rolled their eyes at Rainbow's comment as the happy mares departed. The brown unicorn slowly raised the back of her bed so she sat upright and laid some small, light items in her lap such as quills, a clipboard and some papers. Her horn glowed faintly as he instructed her to try picking something up.


Rainbow sat in the rehabilitation area with electrodes across her head as she usually did. She watched the monitor as it gave various readings, showing her neural activity as she slowly flapped, flexed and turned her wings. She didn't understand a thing that went across the monitor. Rainbow was simply told months ago when her rehabilitation began to think about moving her metal wings as if they were real. Sitting around with no obvious results got boring quickly, so her attention would occasionally turn to the funny readings on the computer screen. Still, despite being able to flap them at this point, Rainbow would get overcome with boredom often.

Today was different, however. One of her closest friends was only a few feet away, finally fully conscious and aware after being bedridden and physically dormant for years, being worked on by one of the best doctors they had. Twilight had been laying on an examination table for a couple hours while Dr. Neurocell started with a few simple tests and then began gently flexing one leg at a time for a short while before moving onto the next one.

It was excruciating for the poor mare. Pins and needles stabbed at every inch of her skin as she was moved. She felt a bit envious of Rainbow. All she had to do was think hard enough and eventually her body would respond. Twilight never felt so much discomfort before, and the doctor was taking his time! For a moment, she wondered how loud she'd be screaming if Dr. Neurocell moved any faster.

Aside from grunts and groans by the unicorn, it was a relatively quiet morning. Twilight's doctor had been explaining to her what they were going to be doing, so Rainbow figured it was best to let him speak uninterrupted. Once they were underway, Twilight managed to speak up through all the nagging soreness.

"I can't tell you how nice it is to see you again, Rainbow. How long ago did you return?"

"Thanks, Twilight. Um, it's been almost five months I think. A little under that."

"What've you been up to? Been doing any fighting?"

"Yeah, Commander Derpy set me up with Pinkie's group," Rainbow said with a proud puff of her chest.

"Oh wow! I always heard they were tough as nails out there. You must be fitting right in!" Twilight chuckled. She inhaled through her teeth her body protested her laughter. Even parts of her that Neurocell hadn't laid his hooves on yet managed to ache like crazy. She suddenly really missed the magic Aloe and Lotus could work.

"Yeah, it hasn't been bad. Me and Loo didn't see eye to eye for a little while, but we've worked past some things. For a while, she thought I abandoned her all those years ago," Rainbow explained, slouching her ears.

"I'm sorry to hear that, Rainbow. I don't know why she'd ever think that. She knew you're the Element of Loyalty, right?"

"I had to remind her of it after I saved her life. I think– "

"Wait," Twilight cut her off, "you saved her life? What happened?"

"We were at the air strip in Baltimare, raising Tartarus. Well, they were. I was kind of on the sidelines. It was my first mission. Pinkie had the two of us investigate the offices and find any other ponies or high tech equipment and take it all out. We were ambushed. A couple of their troops tossed some grenades at us while we were in this one room. She threw me to the side and slammed the door closed, but she still took most of the blast. The two ponies who got the drop on us showed up and shot her a few times, but I took them down. My first kills."

"Was she OK?"

"For the most part. The others said it wasn't anything new for her, and I've seen her scars, so, yeah. I think her ego was hurt more than anything at the time," Rainbow said, rolling her eyes.

"She wasn't too thrilled that it was you who saved her after how she thought you left her," Twilight assumed.

"Yeah. I couldn't hold it against her though. I'd be pretty irritated if my hero suddenly just up and vanished for years without saying anything. I try not to think about what she said on our way to Baltimare. No real reason to, since we've moved on."

"What'd she say?"

"Basically, that after a while she got to thinking that everything I did back then was just me being selfish and that I really didn't care about any of them," Rainbow muttered, frowning. "For a while, I.. kinda believed her."

"That's just silly. We know you cared about your friends and your fans and Ponyville. So you may have seemed a little over the top sometimes. It's just part of who you are, and we knew that. Besides, even if you rubbed ponies the wrong way from time to time, at the end of the day, they still thought you were awesome for so many reasons," Twilight gushed.

"We all saw the great tricks and stunts you'd do for us," she continued, a silly grin growing bigger as she went. "You trusted in me enough to give reading a chance when I suggested it, even though you hated it at first. You were more concerned about Rarity than your Sonic Rainboom during that competition, and I guarantee that if you never pulled off your Rainboom but were still able to save her life, that would have been all that mattered to you in the end. Speaking of which, you were the first pony in who knows how long, maybe the first ever, to perform a Sonic Rainboom, and you flew so fast that, even with a tiny bit of help, you hit light speed! How is it wrong to think you're one of the most awesome ponies ever?"

Rainbow looked away with an embarrassed smile, her cheeks beginning to flush. "Heh, come on, Twilight. That isn't going to help keep my ego in check, y'know."

"Rainbow, what I'm trying to say is that you have no reason to ever worry about being considered selfish, no matter what anypony thinks. Did you make mistakes along the way? Sure, we all did. But, you learned from them. Besides, you wouldn't have become the Element of Loyalty if you were self-centered, right? Look, if I of all ponies have to tell you you're worrying too much, that's bad."

The girls shared a hearty chuckle, which resulted in Twilight wincing in pain again.

"Easy, Miss Sparkle. You don't want to put too much stress on yourself," Dr. Neurocell said as he moved onto the next limb and began slowly rubbing and flexing it. "I know Commander Derpy insisted we get you ready for battle as soon as possible, if that's at all possible. But still, we don't want you to accidentally injure yourself in the process."

"How long would this normally take if we weren't on a bit of a schedule?" Twilight asked.

"Well, given that we were doing our best to keep what we could from decaying due to disuse, I'd say you'll be 100% in no more than a few months at the most," Neurocell explained. "Normally, something like this could easy take six of more, depending on how badly the muscles were effected."

"Ugh, and we don't have months. We'll be lucky if we have days before Derpy is ready to attack the Princess!" Twilight snarled.

"I'm sorry, Miss Sparkle, but we are going to be doing everything we can to expedite the process, as per Miss Hooves orders. Also, I'll need to prepare you for my replacement shortly. My lunch break is soon and I want the next physician to be aware of what we've done so far."

"Listen, doc," Rainbow spoke up, "I've been watching what you've been doing for a little while now. If you need to take a break, go ahead. I think I can handle taking over supervising physical exercises."

"Are you a trained professional, Miss Dash?"

"Well, no but– "

"It's OK, sir. I trust her completely," Twilight interjected. "Rainbow was always busy training physically when I was younger."

"Fine," he snorted, getting off his seat and leaving the room. "I'm just a doctor. What do I know?"

Twilight rolled her eyes and Rainbow snickered once Neurocell was out of sight.

"So, Rainbow, what all happened to you when you finally returned to us?" the unicorn began.

"Well, I found my way back to Ponyville and found it in ruins. I had to shake off a couple fighter planes, but of course, I had no idea what they were at the time. My wings suddenly started to hurt like crazy and I think I crashed and blacked out. It's kind of a blur. Your spell must have worn off or something.

"When I woke up, Rarity and Spike were in front of me, fixing me up and stuff. They– "

"You saw Rarity and Spike? In Ponyville?" Twilight cut her off. "Wait, why would they be in Ponyville? They're not here in the base? Come to think of it, I haven't seen them since I woke up."

Rainbow frowned heavily at her friend's question. "Yeah, A.J. told me all about it. After Blueblood shot you, Rarity and Spike ended up trying to lead some squads into battle or something like you used to. It didn't go so well. They felt real guilty about letting so many ponies die and for not being as good a leader as you, so they left. They were probably using it as an excuse to leave the war too. At least, that's what some ponies think.

"Anyway, they said they were living at the Boutique and they had brought me to Applejack's old cellar after they found me, said it was some spy base or whatever for a while. Then, Spike flew me out here. I told Derpy and a few others eventually where I ran into them. Whether or not they already knew they were in Ponyville, I have no idea. They didn't seem to care either way. Can't believe how big the little guy's gotten," the pegasus quipped, trying to keep the mood lighthearted.

Twilight's burst of curious energy had quickly evaporated. Though she was sad to hear that two more of her closest friends had gone away, she was disappointed in their actions more than anything.

"This war hasn't been easy on anypony, that's for sure."

"Yeah," Rainbow agreed. "I haven't been here too long, and I'd like to think I've adjusted to things well enough, but still.. whenever I'm out fighting, it's like, there's something in the back of my mind asking 'how can ponies do this?'. Even Celestia, y'know?"

"Mhm. I still remember that day like it was yesterday," Twilight said somberly.

"With Luna and you guys," Rainbow said inquisitively. The unicorn nodded.

"You know about that, huh?"

"Yeah, A.J. told me that too. I'm sorry, Twilight. I know how important she was to you."

A sorrowful, awkward silence filled the room. They wanted to change the subject, but the mares were having trouble thinking of something to discuss.

"Sooo," Twilight said, finally breaking the ice, "h-how long have you been at this with your wings?"

"Oh, uh.. It was one of the first things that I had to get taken care of when I arrived here, so just under five months."

Twilight blinked, startled at how recently her friend had the surgery. "That's all? Most pegasi take almost twice that to even get off the ground, and you're flapping them fairly well already!"

"Yeah, all I do when I'm not out in the field is eat, sleep, use the bathroom, and my exercises. Not going to stop until I get in the air again," Rainbow stated, puffing out her chest proudly.

"Doesn't that get excessively boring for you sometimes? I know you always had to be moving around, doing something exciting back in the day."

"Well, yeah, but I have a goal. That's what I'm always thinking about. It's the only thing that gets me by on some days."

"And the Commander wants me ready to go as soon as possible," Twilight recalled. With sudden determination in her eyes, she smiled confidently. "Rainbow, you're in luck. We're going to be study buddies, just like you said!"


"I don't care what it takes. I need to be able to move again, and if I need to spend eighteen hours a day doing my exercises, so be it! And we're going to do this together!"

"You won't get bored sitting here all day doing the same thing over and over again?" Rainbow asked curiously.

"Rainbow, you're talking to a pony who could sit in her library and hardly move while reading at least half a dozen books on slow day. Plus, we'll have each other's company, and I couldn't think of anypony else I'd want to spend time with right now than you," the lavender unicorn said, smiling warmly at her friend.

"Well, alright, Twilight!" Rainbow cheered, holding out a celebratory hoof. She blinked and realized her blunder, nervously chuckling. She lifted one of Twilight's forelimbs for her and hoofbumped gently.

"You know, I just thought of something else, too," Twilight said. "I need to make sure my magic is where it used to be after being unconscious for so long. I could use it to help bring my body back up to full speed even faster while simultaneously making it strong again! What do you say, Rainbow? Care to get started immediately?"

"Hay yeah!"

With a weak spark from her horn, the leg Rainbow was massaging began to glow with Twilight's signature purple aura, doubly working her muscles. Despite it being slightly painful, Twilight gritted her teeth and pushed through.

Chapter 22

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It was only a few days since Rainbow and Twilight agreed to tackle their physical challenges head on as a team. In spite of the protests of Dr. Neurocell, Commander Derpy allowed the two to continue their regimen. She had been keeping a close eye on Rainbow's recovery before, and now felt the need to watch how things played out for Twilight. The pegasus figured Rainbow's attitude would be good for her therapy, giving her the strength to push herself where she might not have alone.

The two had become inseparable. The pegasus asked politely to have a pillow brought into the recovery room so they could get back to training as quickly as possible each morning, and her aggressive, enthusiastic pep talks could be heard in the hallway by rather confused passerbys. They only ever left the area to eat at the mess hall or use the restroom with Twilight asking Rainbow to carry her around. The blue mare had no problems with her friend's request, despite both parties being a little uncomfortable with the bathroom situation. The doctors insisted that the unicorn use a bedpan, but Twilight declined, arguing that she'd still be working some of her muscles. Rainbow refused to clean up after her though.

As the few hours and days passed, Twilight's control over her magic was obviously increasing. She was always displayed extraordinarily skill with her horn, so it wasn't a surprise to anypony that her magical abilities were returning to her faster than her physical ones. However, thanks to using her magic as she and Rainbow massaged her body and flexed her joints, she was making a little more progress than anticipated.

Twilight laid in her propped up bed and Rainbow stood by her side, one of her forelimbs in hoof. Rainbow had her wings fully extended and was swiveling, flapping and flexing them almost effortlessly. The pegasus had done little thinking about her mechanical wings and was able to move them with little effort at this point.

That day though, she was putting a little extra strength behind kneading Twilight's weakened legs. For whatever reason, her mind was on a mission. Twilight was able to lift small and medium sized items with relative ease at this point with her magic by now. Anything weighing more than a small hoofgun was still a bit of a struggle for her physically, and Rainbow was going to fix that.

Twilight gritted her teeth as Rainbow dug in hard. She was used to a bit of pain during her exercises, but the pegasus was suddenly getting serious. Not that Twilight cared much. The pain reminded her that the drills were working. She didn't expect the ordeal to be a walk in the park. Plus, if it was ever too much for her, Rainbow would ease up, take a short break, or switch to a different limb.

As the pair attacked Twilight's limbs, the unicorn began to sweat. Fortunately, Rainbow powerful flaps were functioning well enough as makeshift fans, and the cool breeze felt nice in the musty cave. Bristles of Twilight's coat waved gently and some of the smaller pebbles on the dirt floor trickled away from the pegasus.

Twilight's focus was shifted away from the leg that her sky blue friend was flexing when the unicorn saw something odd from the corner of her eye. She wasn't sure, but Rainbow almost looked taller for some reason. She heard crackles on the ground and leaned over as much as she could comfortably. Her mouth slowly fell open. She didn't understand how Rainbow didn't notice. Perhaps she was too distracted by assisting Twilight, but it was as clear as day.

Rainbow was off the ground.

The lavender mare's surprise quickly turned to elation. Her eyes teared up and she laughed with enough glee to steal the pegasus' attention from her limb.

"What's got you going all of a sudden?" she asked.

"Look! Rainbow, look! You're flying! You're really doing it!"

A loud gasp later, she looked at her hooves and the ground beneath her. Her irises shrank in response to her disbelief. She slowly looked at Twilight in shock, who was watching her in turn, her heart pounding in happiness over her friend's success. It felt like her chest was going to burst. Tears began to flow down Rainbow's cheeks, and the quivering smile that found her face reached from ear to ear.

"I.. I'm doing it. I'm flying! I'm flying! YES!"

Her scream was heard nearly throughout the entire compound, confusing most who heard. They paid it little mind due to the joyful tone and assumed that something extraordinary must have happened for somepony.

"Oh, Luna, I'm so happy for you, Rainbow!"

She couldn't stop sobbing as she hovered a few inches in the air. She paused for a moment and tried to spin around, but found it impossible to do. The extra effort Rainbow was making to move around threw off her focus and she descended back to the ground, her wings desperately trying to stay afloat.

"Wh-what's going on? I was in the air! Why couldn't I move?!" The mare's elation vanished as quickly as it arrived, leaving her suddenly empty.

"You just need more experience being in the air again before you can do anything more complicated. But, now that you got off the ground, you're so close! Trust me, I've seen others do it. It's only a matter of time and you'll be good as new again!" Twilight explained.

"You sure?"

"Absolutely! Once you're able to control your movements more, you'll be able to get your speed back with little effort after that! I don't know if you'll be able to move as fast as you used to, but you'll still be pretty quick. I promise!"

The pegasus walked up to her bedridden friend and wrapped her hooves around her neck, snuggling closely and squeezing tightly. Rainbow smiled, biting her lip and losing her composure in the moment. She tried to stop herself from crying again, but simply couldn't, given everything she had just been through.

"You never saw me do this, r-right?" Rainbow said with a sniffle, leaning her head on Twilight's.

The older pony couldn't help but giggle at her friend's bravado. Even during an insane war, the blue mare couldn't allow herself to show any emotion. Just like old times.

"See what?" she replied, struggling, and eventually succeeding, with lifting a hoof around Rainbow's neck.


Five more fast days passed for the pair as they continued to do their therapy. Rainbow made it a point to stay in the air and move around subtly while she helped Twilight. Her forelegs were coming along nicely and with every new day, the doctors examining Twilight noted more and more progress in her recuperation. She could lift slightly heavier weights than before and was able to move around a bit on her own, albeit slowly. They were astounded at how much of a help Rainbow's presence had been.

When Derpy heard of Rainbow's aerial accomplishments, she paid her a personal visit to congratulate her, even though she had plans to write up for their eventual invasion of Canterlot. She, like Dr. Neurocell and his associates, couldn't believe how quickly the pegasus was able to get off the ground again. Her confidence in their attack on Celestia doubled when she watched Rainbow shimmy about overhead in the recovery room.

That fifth evening, as the old friends continued the last leg of their workout before lights out, Derpy sat in the war room, examining a map of Canterlot and going over strategies with Lieutenant Spoon. Another hour and the commander would likely turn in as well, but the speakers popped on and she was called away.

"Commander Derpy, we need to see you in the Security Room," the electronic voice said.

The pegasus took her leave and trotted into the hall leading from the war room, giving a passing glance to the closed but visible crack that haunted her every time she stepped inside. She passed through the main control facility, receiving salutes from her subordinates as she went, and turned left on the opposite side of the room, heading down the tunnel that led to the prison cells.

A small room with several screens sat just to the right of the jail. Half a dozen stallions and mares watched them intently, keeping an eye out for anything suspicious or potentially hazardous to the safety of the troops in the cave hideout. Cameras were hidden strategically throughout the base as well as outside in a few necessary locations, some being by the main entrance, some watching the skies, and others monitoring the wind tunnels that fed air into the gardens on the far side of the complex.

"What's up, soldiers?" Derpy asked when she arrived.

"Commander, we've got some ponies outside that you may want to see," a security officer said, pointing to one of the displays keeping watch of the front door.

She leaned in and took a closer look. One of the larger stallions on the screen was standing by the entrance, waiting patiently and glancing over the battalion of troops from time to time. His striped, but graying, mane gave him away, and a happy smirk found Derpy's lips.

"He made it. Good. Thanks for the heads up, guys. Go ahead and open the door," she said, patting one of them on the shoulder. The watchponies nodded in appreciation for the compliment as the commander exited the room.

Derpy galloped to the control room and came to a stop where the long tunnel spilled out into the heart of the facility, giving the arriving soldiers some room to move inside. Once their visitors had all made it in, the door shut behind them. The commander lifted her head proudly and smiled at their leader as he approached.

"General Shining Armor. Good to see you again. Been far too long if you ask me."

"Nice to see you too, Commander," he said with a coy grin. He craned his head toward his armada. "Go in and make yourselves comfortable, everypony."

As the forces flowed past the officers, they resumed their pleasantries.

"So, how goes things over in Fillydelphia?"

"As well as always. Celestia's hard pressed to take the city back, but we never give her an inch. Major Thunderlane is in command over there for the time being. He won't let her get anywhere, either."

"Excellent. We can't afford to lose any ground now."

"Why's that? What do you have up your sleeve, Commander?" Shining Armor asked.

"Well, the Party Crashers are out on a mission. They should return hopefully in a week and a half, maybe two weeks tops. Once they've returned, I want us to be ready to attack Canterlot within forty-eight hours," Derpy explained.

Shining Armor came to a sudden halt and gawked in surprise. "Canterlot? Not that I'm complaining, Commander, but what's going on? I wasn't informed of this in your letter."

"Some of our scouts stumbled upon a major operation of theirs. It's probably been the one keeping up the number of planes in the air and the weapons on her troops' backs. Pinkie and the others are on their way there to take care of it. Once they're back, we ready the troops."

The general nodded, anxious to return to his old home. "I'll explain the situation to my squad in the morning."

"Sounds good." Derpy suddenly grinned mischievously. She realized that Shining Armor had been away for so many years, and was probably a little haggard from the nonstop fighting. "Shining, come with me a moment," Derpy instructed, cantering over to the communications desk. Vinyl had been retired earlier in the day, and her earth pony replacement was working diligently in her stead.

The gray mare reached over and flicked on the microphone. "Cadance, would you come to the control room please? It's rather important," the wily pegasus spoke.

Shining Armor caught onto her game right away, rolling his eyes and blushing slightly. A moment later, his love trotted into sight. It took a fraction of a second to spot her husband. Speeding past everypony in her way, she all but tackled Shining Armor to the ground.

"Well, hey you! Fancy meeting you here!" the stallion joked.

The lovestruck alicorn's lips passionately met his as they embraced tightly. Cadance's knees buckled as Shining Armor made her remember how much she meant to him. Her heart was beating so hard, it threatened to burst from her chest. It felt like the very day he proposed to her so many years ago. Derpy looked away with mock embarrassment, happy to see the separated couple together again.

They broke their kiss and gazed into each other's eyes. The youthful alicorn teared up while the love of her life smiled happily, studying every contour and delicate feature of her beautiful face.

"Oh, Shiny.. I can't believe you're here! I've missed you so much!" she said, nuzzling his neck and allowing herself to cry again.

"I've missed you too, angel. It's so wonderful to see you again," Shining Armor said softly.

"Um, General," Derpy intervened, "before you run off to, um.. catch up on things, there's something else I know you'll want to see. Please, both of you, come with me."

The commander winked knowingly at Cadance when the lovers released each other. The pink mare took a moment but finally deduced what Derpy was referring to and grinned at her husband. The pegasus took the lead, marching to the recovery room.


"Come on, I know you can handle it."

"Not so rough! I'm still a little sore from earlier."

"I thought you didn't mind pain."

"I do want to be able to walk around without hobbling everywhere, but sometimes we just need to take it easy for a few minutes, y'know."

"You're not trying to wimp out on me, are you?"

"Hey, I'm going all the way if we have time, Dash. You know that."

Derpy, Shining Armor and Cadance approached the recovery room, a bit baffled at what they heard coming from the doorway.

"What in the world are they doing in there?" Cadance asked, her pink cheeks turning a brighter shade of red.

"Is.. is that who I think it is?" Shining Armor asked with wide eyes.

The three entered the room and saw Rainbow hovering off the ground with her hooves digging hard into Twilight's left hind leg.

The general gasped loudly at the sight of his little sister. "Twiley?! You're.. you're awake!"

Her brother's voice grabbed every bit of her attention. "Shiny?! I don't believe it!"

Shining Armor charged and wrapped his hooves around her head. With less effort than she had exerted before, Twilight pulled her forelimbs up to meet his, holding onto them for the first time in many years. All in attendance quietly enjoyed the unexpected, tender moment.

"I heard you were in a coma. How are you feeling?" He let his little sister go and stood at her bedside.

"Good, all things considering. I woke up about a week and a half ago. Been doing exercises ever since. Shiny, you remember Rainbow Dash?" Twilight asked, waving a hoof at her friend. "She performed that Sonic Rainboom at your wedding."

"Oh yeah, I remember that! Who can forget such an awesome trick? But, that was so long ago. You barely look like you've aged a day," Shining Armor observed.

"Heh, yeah, I, um.. kind of skipped over a few decades on accident," Rainbow said, fumbling through her words.

"How did you do that?"

"You want the long version or the short version? Cuz I barely understand the long version and I'm the one who did it."

"Short version it is, then."

Rainbow rubbed the back of her neck and looked away, badly hiding her embarrassment. "I may have flown so fast that I broke reality and ended up coming back about five months or so ago."

The general stood there motionless, his empty gaze staring right through the floating pegasus. He tried to make some sense of how she described the event, but found it to be more than a little confusing. With a pair of bewildered blinks, he muttered to himself, "Huh. OK then."

"She's been helping me get back in shape. Commander Derpy wants us ready when we attack Canterlot, but I don't know how up to the task I'll be when the time comes. We're trying to cram several months worth of therapy into a few weeks at the most. I don't know if that's even possible to be honest," Twilight said, taking back Shining Armor's attention.

"Hey," her brother replied, "the fact that you're moving around as much as you are after only a week and a half is pretty impressive. I'm proud of you, Twiley, and thanks for helping her, Rainbow. I don't know what all you two have done, but it must be a pretty intense workout!"

"It's nothing that special, really. We just do our usual routine every waking minute we can. Instead of the few hours the doctors say I should be exercising, Rainbow and I don't stop except to eat and sleep," the lavender mare explained. "If it starts to hurt a bit too much, we cut back on the intensity, and I've been using my magic to speed up my recovery time, both on a magical and physical level. It's been extremely efficient so far!"

"Well, if it's working, keep it up!"

Cadance snuck up behind her mate and kissed him softly on the cheek. He glanced at her and saw a lustful, burning desire in her soft, purple eyes.

"Heh, Twilight, would it be OK if I headed out for the evening? I promised Cadance we'd.. talk for a little while," Shining Armor chuckled.

The mare giggled under her breath at the innuendo. "No problem, big brother. I'll see you tomorrow at some point?"

"Without a doubt," he assured her. The siblings hugged briefly before the ageless alicorn escorted her husband away, leaning lovingly against his broad neck. He nuzzled her in turn.

Derpy, Twilight and Rainbow waited until the couple was away before letting out a quiet chuckle.

Chapter 23

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"Come on! I just work here! I'm no soldier!" a terrified white earth pony laborer muttered to Loo. "I swear, further into the caves are just the barracks, the sleeping quarters! There are no other exits other than where the planes leave from and where we come in, I swear to Celestia!"

Loo gritted her teeth angrily at the name and jammed her sidearm harder into his temple. He was visibly trembling, and if he shook any harder, he was likely to leave a mess on the floor that was a color other than red.

"Please! I-I just– "

A bullet cut him short.

Loo glanced quickly around the plant. Countless bodies were laid out on the rocky floor. The constructs halfway through completion were dismantled and burning. Thick smoke pouring out of the fires threatened to suffocate anything still alive in the network of tunnels the Party Crashers rampaged through, pony or otherwise. Screams of the dying echoed through the caves as the sound of machine gun fire silenced them.

The main control room and securities area had been annihilated near the start of the conflict when Pinkie and her troops made their appearance. Belle kept an eye on the entrance until the colonel gave the signal that she could move up. Only a few tried to escape but were quickly met with an array of lead projectiles.

Pinkie approached the pegasus with a disappointed scowl across her face. She noticed the thin, fresh trail of smoke still escaping from the barrel of the gun and its empty chamber and then at the body by her hooves.

"Dammit, Loo, I heard him tell you what he knew. We could have taken him with us, had him help our side. We're not Celestia!" she said, chastising the brash orange mare.

"Hey, we've got nearly a two week walk back home ahead of us, and even if we raid their fridge, we're still going to have few supplies. We barely made it here without running out of food, and we've gone through so many bullets, if we got jumped by another battalion, we'd all be dead! We just don't have the resources or time to be taking prisoners with us from all the way out here!" Loo snapped back.

The pegasus reached into her saddlebag and took one of the few remaining clips out, locking it into place and pulling the chamber closed. She turned and stared Pinkie in the eye with an uncompromising look.

With a heavy sigh, Pinkie glanced back into the heart of the facility and took a step. "Come on," she instructed. "Let's make a quick sweep of the place. It sounds like Belle and A.B. have taken care of just about everypony else. I barely hear them shooting anymore."

Loo briefly studied the corpse on the ground beside her. His gray matter stained the floor and the pool of blood was only slowly increasing in size at this point. His eyes stared lifelessly into the abyss. His bowels had emptied in front of them upon death. But, Loo couldn't feel sorry for him. He worked for the enemy. Thus, he was the enemy. Perhaps if there were another twenty soldiers with the Party Crashers that day, they could have taken him and others back with them. Unfortunately for the deceased worker, their situation didn't allow it.

The pegasus followed her commanding officer a few steps behind as they moved through the rest of the base, checking the various tunnels ahead of them.

As the sounds of their echoing hoofsteps got further away, a gray unicorn stallion stirred in the control room. He opened his eyes and groaned under his breath. His sight was a touch blurred, but not due to any serious injury or loss of blood. All he had was a pair of bullet grazes on his side; nothing had found its way into his body. He slid his hoof around in front of him, finding his small glasses. He silently thanked Celestia that he knew how to play possum.

He pulled his charcoal colored mane, streaked with aged silver hairs, out of his face and placed the glasses atop his snout. His ocean blue eyes came into focus and he looked around at the devastation in front of him. Several corpses laid strewn on the floor with bullet wounds in their torsos and necks. If it wasn't for the soldier who was standing in front of him when Pinkie arrived, he probably would have joined their ranks.

He quickly mourned their loss. His thoughts returned momentarily to his long dead wife. He missed her amethyst eyes and that gorgeous buttery coat. The turquoise necklace he gave to her as an anniversary present had been lost somewhere in Canterlot when the Doctor and Derpy attacked it two decades ago.

Though he wasn't used to seeing death around him in the hidden caves, it reminded him of her. He swore that day that he'd make the rebels pay for taking her away before he died. Slowly, with angry determination, he rose to his hooves and grabbed a saddlebag and weapon off one of the dead troops beside him. The bag had a small amount of ammunition and what could only be described as snacks. It would have to be enough for now.

Doing his best to keep his breathing in check, he stumbled out of the control room and peeked around the corner. He didn't see any of the invaders, but he wasn't foolish enough to try attacking them head on. Not only was he badly outnumbered, he also knew he was badly outclassed in the art of fighting. He never considered himself to be a great markspony and challenging the feared Party Crashers would only result in his demise. He wasn't about to let that happen.

The unicorn craned his ears around, listening for any indication of where Pinkie and the others may be. He scanned the immediate area and saw no visual sign of them. He did his best to look past the uncountable number of bodies covering the underground landscape. Taking note of how many there were just made him angrier. Throwing caution to the wind, he quietly and quickly made his way to the entrance of the cave behind the cascading river of rushing water.

As he approached the opening, he stepped up his pace. The deafening falls made perfect cover for any noise the unicorn may make. He saw a faint light trickling through the living blue wall and he knew he was safe, at least for the moment. If the Party Crashers were right behind him, he wouldn't have been able to see them very well or hear them coming either way. He hung left and climbed the dirt path that led into the tunnel.

The fragrant scents of the thick forest surrounding the falls tickled his snout, and the gentle breeze from the flowing water blew a cool mist into his face and chest. It was a nice change from the dark, dank caves he had spent several years in. But, he wasn't there to sightsee. He needed to get to a safe spot.

The unicorn reached the top of the path and headed straight into the trees, keeping enough distance from his old base but remaining close enough to see when the four unholy terrors made it out. As he waited, he picked at various leaves and grasses and threw them in his saddlebag. It wasn't much to eat, but thanks to the desperate circumstances, he was going to inevitably carrying light. If he maybe had the chance to get some things from the kitchen, perhaps he wouldn't have been reduced to nibbling on scraps.

The gray stallion remained otherwise still and silent for nearly a half hour before he heard an explosion coming from behind the falls. The Party Crashers must have finished their slaughter and sealed the entrance. Hiding behind a large tree, he peeked around and saw the mares celebrating another easy victory and, he assumed, heading home. Keeping a fair distance between them, the unicorn followed Pinkie and her troops.


Knowing when to continue moving once they arrived in some of the more barren areas of Equestria made the unicorn's stalking exceptionally difficult. Not only would he have to barely sleep, but trying to find some cover was next to impossible. He hoped they had no reason to ever look behind them.

His stomach was in knots as well. There were some days when he had to forgo eating anything, and he felt like he was starving to death. Trying to keep his throat from burning up was nothing short of a nightmare. Hardly a puddle was found on the long trek, and the few he did find were little more than mud.

As the unicorn tailed the Party Crashers, he had to shake the thought from his mind to just attack them recklessly and hope for the best. He knew his best plan of action, should he even survive, was to see where they went. If they were indeed heading back to a base, he could become Celestia's hero overnight, if he could make it back to Canterlot without being discovered or possibly shot at by a trigger-happy aerial patrol.


Nine days came and went before he knew it. Though without the moon coming out in so long, it was difficult to tell when mornings began and evenings ended. He had barely slept in the last forty-eight hours because of such uncertainties. Plus, wanting to remain close enough to see them but far enough away not to be noticed made finding a safe place to rest a bit difficult.

Pinkie and her crew must have had watches. They appeared to sleep at regular intervals, but not for very long. It seemed they were trying to return to wherever they were going as quickly as they could. The unicorn had also taken note that they skipped a few meals here and there, while he hadn't eaten more than a few dry blades of grass in a day and a half, and there was little to no vegetation anywhere as he seemed to walk further and further into an arid hell.

His limbs were burning and his joints were stiff. He was fighting a war against his own body and he felt like he was about to lose at any moment. His eyes were starting to get heavy, and he knew if he passed out, he probably wouldn't wake up and all his following would be an utter waste.

Ahead of him, the Party Crashers came to what appeared to be the edge of a steep cliff. In a burst of pale blue magic, they vanished. He gasped audibly and, with a sudden burst of energy, charged ahead to where they were just a moment ago. Sure enough, he found himself looking down into the bottom of a canyon. The unicorn spotted them and dove quickly to the ground. Frozen high on the cliff, he watched them glance around, double checking for any enemies. Pinkie reached into a small stack of rocks and in front of her, a hidden door slid open. The group disappeared into the hidden facility and the door shut behind them.

'This is Ghastly Gorge, if I know my geography right,' the unicorn thought to himself. 'Then that must mean...'

He craned his head behind him and to the right. There was no doubt in his mind that the Everfree Forest was relatively close, maybe a quarter of a day's travel on hoof. Despite never having gone in there at any point in his life, he was aware enough of its existence and where it was in relation to Canterlot and Ponyville. Even when he was a young colt, he was told scary stories about the horrors that lurked in the shadows in that dreadful place. Though he didn't want to find out firsthoof if the stories held any semblance of truth behind their words, it was the quickest way to the royal city.

With renewed strength, he rose to his hooves and galloped toward the Everfree. He would only need one more day to get to Canterlot from his current location at top speed. Fatigue and hunger would simply have to wait. The only thing that kept him going was the idea of what Celestia would do to him if he failed her.


"Commander, the Party Crashers are here," the loudspeakers announced.

The quartet entered the control room and were greeted by their fellow soldiers, congratulated on another job well done and their consequent safe return. They said a few pleasantries and were met by Derpy a few minutes later, having left her quarters to welcome them home personally.

"You made it. I take it everything went smoothly?" the commander asked.

"Wouldn't be here if they didn't," Pinkie replied.


"So, Commander, we ready to hit Canterlot?" the pink mare asked.

"Soon," Derpy answered, "but first, I want you all to see something. You're going to love this."

The pegasus turned and led them toward the rehabilitation area. As they went, the Party Crashers noticed there seemed to be a lot more soldiers roaming the halls, many of whom they hadn't seen either at all or in a long, long time.

"Commander, what's with all the new faces around here?"

"I called in General Shining Armor and his best troops. I want to throw everything we have at the Princess when the time comes."

When they finally arrived, nothing could have prepared them for what they saw. They found Cadance and Shining Armor before them, as to be expected, given what Derpy just told them. Floating above the rest in the room was their sky blue friend, and below her was a familiar lavender unicorn, standing on wriggling legs and struggling with her next step. She saw the Party Crashers enter the room in her peripherals and greeted them with a jubilant smile.

"Hey girls! How's it going?"

"Twilight!" Pinkie screamed, charging and coming to a screeching halt in front of the purple mare. "You're.. y-you're awake! A-And walking.. kind of! How are you feeling?! How long have you been up?! How in the world are you able to move after laying there all this time?! And Rainbow, you're flying?! You're flying! I don't believe this! What's gone on around here since we left?!"

The unicorn's concentration was stressed and broken momentarily, causing her to slump onto her belly. Pinkie tried to help her up, but Twilight happily waved her assistance away.

"It was a few days after you headed out. Rainbow's been helping me every minute of every day since then getting me back on my hooves as fast as possible. Commander Derpy wants me as ready as I can be for our attack on Canterlot. My magic feels ready to go, but my legs aren't cooperating as much as I'd like them to, despite using that same magic to speed up my recovery. Can't say I'm surprised though. I hadn't moved for, what? Four-plus years?" Twilight explained.

"And this just kinda.. happened one day," Rainbow chimed in, backflipping in midair. "Wasn't even really thinking about it and I was off the ground. I'm past the hard part now. With a little more time up in the air, I should be as good as new as far as maneuverability goes! Speed, not so much. Well, if we had the time."

Loo took to the air and lapped slowly around her pegasus comrade. She nodded at Rainbow, fairly impressed. "Not bad, kid. Not bad."


The older orange mare cocked an eyebrow at her and smirked.

"Oh yeah," Rainbow said with flushed cheeks, remembering the age reversal.

"Twilight," A.B. spoke up, "if ya can't walk before we go after the Princess, what are ya gonna do? Ah can't imagine you'll wanna sit that out."

"Rainbow will carry me if it comes to that. But, there is something personal I was hoping to do before we attacked."

"What is it?"

"Well, if I told you, it really wouldn't be personal, now would it?" Twilight answered with a wink. "Rainbow's the only one who knows right now, since it seems like I may still need her wings. Maybe I'll tell you all later. We'll see."

"Either way, it's so good to see you on your hooves again, Twilight," Belle said.

"It feels good too, and I couldn't be happier seeing you all again." Behind her smile, her thoughts drifted briefly to the only others that would have made her return complete. She knew what she had to do before the fighting started.


The gray, near-sighted unicorn stumbled tiredly up to the first royal guards he see as he approached the royal city from the train tracks. If the moon ever came out anymore, it would have been high overhead when he arrived. He had been in a near-gallop most of the way through the Everfree Forest and the deserted Ponyville, and by now, he was ready to throw up what little fluids were left in his stomach. He collapsed onto the ground in front of a pair of white pegasus guards.

"Sergeant," he started, breathing heavily, "Sergeant Jet Set.. re-reporting. I n-need to.. to see General.. Tiara immedi.. immediately. I know where.. Party.. Party Crashers are."

The guards turned to each other in shock. One of the stallions lifted the unicorn onto his partner's back and nodded when he was firmly in place. A second later, the pegasus sped off as fast as his passenger allowed him to move.

Jet Set struggled to keep his eyes open, exhaustion threatening to consume him. He so badly wanted to sleep, but he had to see the General. He wasn't sure how long the soldier was carrying him, but it couldn't be long. He tried not to think about the fact he was in the air, or look down, lest he stain the pegasus' back with bile.

The guard finally landed in the command center and laid on his stomach. A few of the others took note of the half-dead unicorn on his back and gently lifted him up and set him on the floor.

"Tend to his needs immediately. I have to get General Tiara. He says he knows where the Party Crashers are," the guard firmed stated.

He shot off to Diamond Tiara's quarters, knowing she was probably asleep. The clock on the wall indicated it was 1:13 in the morning. She would likely be furious, but he knew what he had to tell her would change her attitude quickly. If Sergeant Jet Set was absolutely certain of his assessment, the war's end could be right around the corner. Where the Party Crashers were found, they'd undoubtedly find Commander Derpy and likely most of their best soldiers.

The pegasus flew past the dark sleeping quarters after a few turns down the hallway. He almost knocked a few of his comrades over as he darted through the castle, but he couldn't worry about that. Beside the barracks was a single door where he'd find General Tiara. He stepped beside the lone guard and knocked loudly, snagging the attention of the confused stallion.

A moment later, the aged pink mare opened the door and stared daggers at the maniac who dared interrupt her sleep.

"Do you have any idea what time it is?!" she yelled. "What the hell could be so important that you have to wake me up at this hour?!"

"Apologies, ma'am, but Sergeant Jet Set just arrived not long ago. He's in terrible shape, but– "

"Why the hell isn't he at Neighagra Falls?" she interrupted.

"He didn't say, but he claims to know where the Party Crashers are."

Any sign of fatigue disappeared in an instant. "Take me to him. Now," the general commanded, climbing onto his back. Normally, she wouldn't be caught dead riding one of her soldiers anywhere, but this was a different situation.

"Right away," her escort said, taking to the air. The guard by her quarters closed the door as they departed.

When the pair arrived at the command center, three unicorn doctors were looking over the worn out sergeant, giving him a bit of nourishment and some fluids intravenously. General Tiara dismounted and approached Jet Set with purpose. She knelt beside his head and he turned to look at her with his eyes half closed, still weary from his journey.

"Sergeant, what happened to you? You know where the Party Crashers are?"

"They.. showed up and.. destroyed.. base. Snuck away when they.. di-didn't see me. Followed to Ghastly.. Gorge." Jet Set's breathing was labored, but with some rest, he would be alright.

"Sergeant, I want you ready to go in the morning to show us the way there. I want you doctors to get him fixed up quick and see that he gets rest. He looks like hell." She glanced into Jet Set's eyes. "If you really found their base of operations, if we go in there and crush those scumbags and end this, whatever you want as a reward will be yours."

The doctors levitated Jet Set away to their medical ward as fast as their legs could take them. General Tiara raced off to inform Celestia of the discovery.


Diamond Tiara violently threw open the doors to the Princess' war room. She was in her usual position, bent over some papers, studying what information she had about the enemy and trying to put together some plans of attack. She paid absolutely no attention to the double doors or the earth pony entering her domicile.

"Princess Celestia, I have urgent– "

"Not now," she said coldly.

"But your highness– "

"I said not now, General! I am not in the mood for one of your speeches! Leave me be!"

"Your majesty, I– "

She was cut off by a pair of burning eyes staring into her soul. Wishing to scowl but stopping herself, General Tiara bowed and turned away. The doors were encompassed by a faint blue glow and closed behind her. She stood there motionless for a moment, gritting her teeth in frustration. From time to time, the Princess was unreachable, too focused in her personal vendettas to listen to anypony, and she couldn't have picked a worse possible time.

Fury coursing through her veins, Diamond Tiara sprinted to the barracks. The guards saluted as she kicked open the door, startling everypony awake.

"Light those torches," she said to one of the guards, a unicorn. When they came alive, the sleeping troops rubbed and covered their eyes. There had to over a hundred of her strongest in front of her in the massive room.

"Listen up! I want you all up at 0700 tomorrow morning and ready in a half hour. Since some ponies aren't interested in the intel we just came across, I'll tell all of you. It seems we stumbled upon the Party Crashers' little hidden base. We're attacking tomorrow in the morning, and we'll be heading out at 8. I'll have a plan drawn up before we leave. Now get some sleep."

The soldiers looked at each other with tired but anxious looks as she left and the torches turned themselves off. Murmurs and quiet cheers were passed around among them, and a few minutes later the room was silent again.

General Tiara muttered angrily to herself as she walked the few feet it was from the barracks to her personal chambers. Tomorrow could easily be the most important day in the life of Celestia's army, and she didn't seem to give a damn!

'So sick of that fool! Always has me do the dirtiest of the dirty work, but when something truly important comes into play, she just pisses it away,' the mare thought to herself as she entered her room and closed the door behind her. 'Fine. Whatever. Once this whole damned war is over and done with tomorrow, maybe I can use this to prove just how incapable and worthless she really is as a leader.

'It's been me risking my neck ever since Pinkie almost blew her head off! I should be the one in charge of this damned world! What could she do if everypony suddenly turned against her anyway? She couldn't fight off her entire army all at once if I got them to listen to me, and who wouldn't anyway? Nopony but me hardly even sees her anymore! Perhaps her pigheadedness tonight was a blessing in disguise.'

She glanced at the clock on the desk near her bed. 1:29. She set her alarm and crawled back into bed. Though she hated having her beauty sleep interrupted, she didn't mind the reason why tonight. Thoughts of the impending slaughter filled her mind, and she fell back to sleep with a laugh and a wicked smile on her face.

Chapter 24

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"Alright fillies, listen up!" General Tiara shouted. "Today's the last day of the rest of the rebel's lives! If what Sergeant Jet Set here found is accurate, they're holed up somewhere in a hidden base in Ghastly Gorge. It's unlikely that the base has much in the way of space inside, so we'll have to be extremely careful. At the same time, the lack of room will also make them easier targets. We don't have any idea how many troops are stationed inside, but we will have the element of surprise on our side. If we can keep them disorganized early on, we can win this battle! Stay aggressive, and if you feel the need to use explosives, make sure you don't do it terribly often. We don't need the place coming down on our own heads."

Close to a hundred of Celestia's best troops listened intently to Tiara's pep talk as they remained at attention in the main lobby of the castle. Sergeant Jet Set stood by her side, looking much healthier and aware than he did the day before. He wasn't quite at 100%, but it would have to be enough to get him by. If he had another half a day's sleep, he would have been fine, but General Tiara required him to go with them to assault the base that Pinkie and her crew entered, if only to show them its location.

While Diamond Tiara had wanted to tell Celestia where they were going and offer her to join them, she was still burning up from the evening before. The Princess enjoyed taking her time and being methodical in her approach to fighting, but Tiara had always found it effective and satisfying to quickly get on the offensive and let brutality dictate what happened on the battlefield.

Her methods worked when she was assigned to take Las Pegasus from the resistance early on in the fighting, and she was able to utterly annihilate Appleloosa years later when she discovered that they hid the Elements of Harmony when they were first accused of treason, simply by being aggressive. Though Celestia had plenty of success with her methods, General Tiara knew time wasn't on their side right now, and it didn't help matters that she was never known for her patience. All she knew was that Pinkie Pie and the rest of the Party Crashers were in a hole in the side of a canyon, and they needed to be taken out immediately. With every minute that went by, the possibility that they may leave and head somewhere else increased.

General Tiara marched up and down the rows of stallions and mares, inspecting the soldiers and looking over what equipment they had with them. Most of it was pretty standard: High-powered assault rifles, small explosives, night vision goggles in case there was a lack of light in the base, but she had made it a point to bring a few rockets to help break down the front door, thanks to Jet Set's description of what he saw Pinkie do to get inside.

"Take a few minutes to get some food in your stomachs and make any final preparations. We head out at 0800, but it's still a bit of a trip to get out there. I know it'll likely be well past noon before we get close. It's," Diamond Tiara looked at her watch, "7:38 right now. Report back here in fifteen minutes, fillies."

As the crowd dispersed, one of the guards keeping watch over the group stepped up to the general with a concerned look. "Begging your pardon, ma'am, but do you want me to report your attack to the princess?"

She squinted angrily at the mention of the name. "No, buck her. We have the opportunity of a lifetime on our hooves and she doesn't want to be bothered. So, whatever."

With a nod, the guard returned to his post. Diamond Tiara turned and approached Jet Set, who was doing his best not to fall asleep where he stood.

"You ready to do this?" she asked.

He shook his head, trying to relieve himself of some of the fatigue he felt. "Yes ma'am. You don't know how much I've wanted to see them suffer for what they took away from me."

"That's what I like to hear, Sergeant. Go lay down for a few minutes. I want you as sharp as possible, and I do realize you're probably still fairly tired. I'll see if there's something I can do about that on the way up there. Maybe I can have one of the stallions carry you and you can get some extra sleep or something," Tiara said.

"I don't know how well that'll sit with them, if you were to ask that."

"I really don't care what they think of that. I'm in charge, and if I give the order, they have to obey," the earth pony said with a smirk. "Now, go lay down inside. I'll see you back here shortly."


General Tiara and Sergeant Jet Set led the squadron through the humid Everfree Forest and near the barren clearing beyond it. Despite the fact that most of the wildlife had left the dark jungle years ago, it still gave most ponies the willies. Every crack of a branch or faint howl of the wind made their skin crawl.

Tiara rolled her eyes at their cowardice, as she believed, rightly so, that their weapons would have more than made up for their lack of size or physical strength against what used to roam the forest. Even though they had everything they needed for the upcoming assault, she did feel disappointed that there wasn't anything they could use at the strange, abandoned hut they happened to come across during the trip.

The pink earth pony wiped her brow upon entering the bright, empty wasteland that greeted the troops. Somehow, after all this time and despite the lack of weather related activity, the Everfree Forest still maintained its humid disposition. The sudden blast of sunlight in her face caused her to shield her eyes momentarily. Even though it took several hours to trek through the dense forest, she felt annoyed by the radically changing temperatures and levels of brightness she and her troops had to go through.

When they marched through the deserted town of Ponyville earlier in the day, the high treetops of the Everfree hid the sun's rays well, graying the once lively, colorful little village. The air felt cool, almost inviting because of this. Then, the forest brought moisture so thick, one could almost cut the air with a knife. Now, several hours later, she and the others found themselves faced with the other extreme. Diamond Tiara shuddered to think what her mane must have been going through.

The General looked at her watch as she and the troops began the final stage of their march. 5:50. She squinted angrily. She didn't realize how long it took for them to get out of Canterlot and into Ponyville. It had killed most of the day, but she ultimately couldn't worry about it. They had a mission, and she needed to stay focused.

"I think we're almost there, General," Sergeant Jet Set said. "I remember seeing that over there soon after I left Ghastly Gorge." He pointed to their right, where the remains of four jets were scattered across the land.

"Good. I'm starting to remember why I enjoy staying in Canterlot more and more. All the walking from place to place is so annoying," Tiara complained.

After another couple hours, they began to see the edge of the cliffside. Once they finally arrived, Tiara ordered the troops to stay some paces back so as not to give them away. Jet Set examined what he saw below and the surrounding area. He waved the group further to the south once he determined that they weren't in the right spot. He recalled seeing a particular pattern of large holes in the wall on the far side of the canyon. This wasn't the place.

Jet Set picked up the pace as they followed the gorge. Finally, after nearly twenty minutes of sneaking, alarms went off in the sergeant's head. They were there.

"That's it. I recognize that little pile of rocks there," he said to Diamond Tiara, nodding at their location below. They stayed low on their bellies by the edge as the squad waited for their final orders several yards away. "Pinkie did something and a door opened right there. Must be a hidden switch or something in those rocks."

"No doubt they have eyes on the door too, and I can see a path leading up the side of the cliff there," the general said, pointing a hoof. Tiara glanced at the former homes of the quarry eels and cocked an eyebrow. "Hm. I wonder. They obviously need ventilation if they're living in a literal hole in a wall, and those things are right by the door."

General Tiara slinked backwards and stood up. She approached the leader of the group of pegasi, who stood firmly at attention when he saw her moving his way.

"Once we get started, I want you and your ponies to fly over to the openings on the wall across the way and investigate. If you're able to get in that way, we can box them in. Start from the leftmost holes. If you can get in, go ahead. If you can't, pull out and move to the next one."

"Yes, General."

"What time is it?" she asked herself. Her watch said 9:12. It was starting to get late in the evening.

She looked over her squad and saw their fatigue on their faces. They had been marching almost nonstop for over twelve hours, stopping only once to eat in the Everfree Forest. Tiara rubbed her chin and craned her head backwards, looking in the general direction of the hidden door. She summoned Jet Set, who had been studying the ravine below them, over to her side. His eyes still had large bags below them, despite his best efforts to remain coherent. Tiara collected her thoughts and walked in front of the battalion, stopping when she reached the center of the pack.

"OK, colts and fillies, listen up," she spoke up with authority. "I see a lot of you look a bit tired. It's past 9 o'clock and we've been on our hooves all day, so let's take a bit of a break and gather our strength. Don't go near the edge of the canyon. We don't know how far up they can see us. Get something to eat and get some shut-eye. We'll attack at two in the morning. I figure most of them will be asleep. The perfect opportunity to attack.

"You in the front row," she addressed the group of unicorns to her right, "I want you all to be on guard duty. If anything happens down there, or anypony comes out, get us up immediately. We'll just have to begin our assault a little early if that's the case. Dismissed."


"General," a gold-colored unicorn said, nudging her gently, "It's time."

With a deep breath and a stretch, Diamond Tiara stirred and opened her eyes. As was typical, the sun still shone in the west, peeking above the horizon. She got to her hooves and tapped Jet Set, who had slept beside her, before moving to the middle of the large area her soldiers laid in. Jet Set stretched and scratched his side. He was still incredibly tired, especially after that long day of hiking. Regardless, the extra few hours of sleep helped immensely.

"OK, everypony up! Let's form up and get ready!"

Groans and murmurs from the troops filled the air. They rubbed their eyes and cracked their necks as they woke from their slumber. Slowly, they formed rank, much to the annoyance of General Tiara. She was anxious to get this over and done with.

"Alright, here's how this is going to happen. We're going to move down the canyon a little further and cross over. Can any of you unicorns teleport at all?"

No responses came from the crowd. Though Celestia did try teaching her unicorn soldiers the means, none of them had the raw abilities that her former protege did.

Tiara sighed in frustration. "Great. Alright then, pegasi, you're going to fly the earth ponies and unicorns across the canyon. Once we're all over there, I want you all to fly back over here to this side. We'll move back up to this location together. Now, I need two volunteers out of you pegasus ponies."

Two hooves were raised in the middle of the group.

"OK, come on up." They took to the air and landed beside her. "You'll be firing the rocket, and you'll be reloading it if necessary. Here," she reached into her saddlebag, "take these binoculars and keep an eye on the door. Wave over to me if you manage to blow it open. Jet Set, take these two and show them where you saw the door.

"The rest of you, once the signal is given, unicorns, I want you to run in first with your barriers up. The rest of us will follow you. Pegasi, you'll be charging overhead to the holes in the canyon. Your leader there has your orders, so just do what he says. Are there any questions?"

The militia was silent.

"Good. Let's get a move on. Jet Set, follow behind us once you're finished over there."

"Yes, ma'am," he responded.


The two groups cantered north along the opposite edges of the ravine until they arrived back at their intended target. Diamond Tiara and Jet Set took the lead down the winding dirt path and stopped several yards away from the small rock pile the sergeant had pointed out. On the opposite side, the pegasi stood ready. General Tiara raised a hoof, silently ordering the earth ponies and unicorns to prepare for the assault. She licked her lips in anticipation.

Tiara looked up toward the pair of pegasi assigned to infiltration duty. She waved at them, indicating to fire when ready. The stallion holding the rocket launcher took knelt down and took aim while the other lifted the binoculars to his head. After slowing his breath, the projectile flew toward the hidden door and blasted shrapnel and metal shards into the air. The surveillance stallion stood up and waved, indicating he saw a direct hit and a way in through his binoculars.

"Attack!" Diamond Tiara shouted.


Inside the base, one of the screens in the security room shook suddenly and went to static. Two other monitor showed a thick, fiery cloud of smoke burst into the tunnel at different angles, sending chunks of rock and metal through the air.

The ponies overseeing the displays gasped when they saw the unexpected carnage. A navy blue mare slammed down on a red button beside her, sounding the alarm that they were under attack. Three of the five ponies spun out of their chairs and each pulled a hoofgun from their holsters while the other two stayed behind to keep extra eyes on the entirety of the base.

As the siren blared throughout the halls, the stallions, mares and foals snapped awake, wondering what was going on. The noise they heard indicated that it was no drill. With groggy haste, they jumped to their hooves and searched for their weapons and gathered what ammunition they could find.

Rainbow Dash and Twilight violently snapped to her senses in the rehabilitation area. They gawked at each other with half closed eyes. "Wh-What's going on? What is that?" the pegasus asked, panicking.

"We're under attack!"

"What?! How did Celestia find us?!"

"I don't know! But we're hardly in any condition to fight right now!" Twilight exclaimed, struggling to climb from her bed and onto the ground. She wasn't going to take the Princess' attack sitting, or laying, down.

"Twilight, stop! You can't even walk on your own yet!"

"You're not going to just lay down and die, Rainbow, and neither am I!"


Outside, the pegasi squad darted across the ravine high overhead, and landed in the quarry eel hole furthest on the left, as instructed. It was extraordinarily dark after only a few feet thanks to the sun's positioning. They tossed on their night vision goggles and saw one of the garden's massive fans turning slowly in the distance. The unicorns on the ground charged forward with the earth ponies behind them. With a sharp left turn, they invaded the corridor and raised their magical barriers. Jet Set and General Tiara followed among the earth ponies. One by one, the soldiers pulled out various assault rifles and sidearms.

When Diamond Tiara finally entered the base, many of the other ponies stepped to the side and let her and Jet Set by. Those up front formed a wall made of flesh and metal. She came to a stop in the middle of the group that stood before the corner that led into the heart of the base and pulled out her own hoofgun.

"Kill anything that moves!"

Chapter 25

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Commander Derpy shot out of bed at the sound of the alarm going off. After a second's pause, she leapt to the safe embedded in the wall and spun the combination wheel around appropriately, unlocking it and pulling out the only thing it was storing: The Sonic Screwdriver. She had to get it to Rainbow Dash. If something happened to her, General Shining Armor would take over command, but she was the only one who knew the code to get into the safe, plus she wasn't sure if his or Twilight's magic would be strong enough to rip it open.

Derpy raced out of her room and to the rehabilitation room where Rainbow had taken up residence alongside Twilight. She found them already awake with anxious looks on their faces. A moment later, Cadance and Shining Armor arrived. Twilight had just come out of a coma not long ago. They were prepared to do whatever it takes to see that she wasn't taken away again if they could help it. Unfortunately, nopony knew how many enemies just invaded their sanctum, or if there were more waiting outside.

"Rainbow, here, take this," Derpy said, giving her the Screwdriver. "If something happens to me but we get through this, you're still going to need it. Remember what The Doctor wanted you to do, and remember that this thing can neutralize weapons. If some friends show up, you should be able to at least disarm them."

"Got it, boss."

"Cadance, I want you to go keep the young ones safe. If anypony shows up and look like they're going to hurt them, use your magic on them. Wouldn't surprise me if they do. They are Celestia's troops, after all. Go!"

With a nod, the pink alicorn sped away.

"General Armor, stay here and protect them. Have your shield spell ready for anypony, even friendlies. Don't want to risk losing any of you on accident."

"Yes, Commander."

"I'm going to grab you guys a couple weapons, just in case. I'll be back as quick as I can," Derpy said as she dashed off.


The unicorn squad at the front of General Tiara's ground units raised their multicolored magical barriers, courtesy of Celestia's teachings, lifted their weapons from their saddlebags and jumped around the corner. The ponies under Derpy's command stood ready with their hoofguns drawn. The moment they saw the enemy in front of them, they opened fire. Unfortunately, nothing was able to penetrate the defenses.

Several of Diamond Tiara's earth ponies quickly moved into position alongside the unicorns. Her front line pushed the barrels of their guns past the barriers and laid into Derpy's forces with everything they had. It didn't take long for all but a few ponies in the control room to fall. The survivors ducked down and dove into one of the hallways just out of line of sight. They continued to fight back, leaning out from their hiding spots to fire what they could. Flurries of pebbles and dust flew off of the walls in rapid succession as bullet after bullet dug into the earth.

Tiara's forces pushed ahead and spread into the main lobby, destroying the equipment around them. Several fighters broke off from the main group and headed down the hall to the right, in the direction of the prison cells and security room. A large chunk of the battalion went straight ahead into the heart of the facility, and several went to the left toward the war room to look for any enemy troops.


As Celestia's army began their assault, Derpy had arrived at the weapons depot, grabbed a few small machine guns, and returned to Rainbow, Twilight and Shining Armor. She left the firearms for the party and immediately headed back out toward the gunfight.

On the way through the hall, she happened upon Lieutenant Spoon with what appeared to be most of the base following a step or two behind her. At the front of the group was her husband Pip and the Party Crashers. Behind them, the troops were organized in a fashion similar to Diamond Tiara's army; the unicorns were up front and the pegasi and earth ponies fell in behind them.

"Commander, the kids are secure and everypony's ready to go."

"Good, now let's– "

"Commander! There's a group of pegasi moving in from the fans! I repeat, there's a group o– " the speakers throughout the base cried out before being cut off abruptly. General Tiara was irritated that the warning was able to get out.

"Dammit! Where's Sergeant Applejack?" Derpy shouted.

The orange mare made her way to the front of the pack. She was as determined and ready to fight as she ever was, despite not seeing any action for several years.

"Take your workers and get over there! Slow them down, kill them, do what you have to. Go!" Derpy ordered. In a flash, Applejack and the rest of the ponies who generally worked alongside her ran off to the garden, armed to the teeth. "Lockdown, pick half a dozen ponies and wait outside the barracks where the kids are. Make sure they don't get past you. The rest of you, watch yourselves. Take out their unicorns first at all costs. Once they're down, we can take down the rest quickly enough. Let's go!"

Derpy took the lead and charged ahead to the control room while Lockdown retreated with his hoofpicked soldiers to watch over the young ones. She had easy double the number of soldiers though she wasn't aware. But if what the speakers said a moment ago were true, they were fighting on both sides, plus Celestia's army had the first strike on their side. In such tight quarters, getting the first shots off helped immensely. She almost hoped the white alicorn herself was present so she could take a shot or two at her.

They turned a corner. Ahead of them was the primary hallway that led to the rest of the compound, both the control room, the engineering area, and the garden primarily. As soon as they approached the corridor, Derpy stopped short as a body fell in front of them and some shots blew some of the gravel off the wall in front of them. She lifted her gun and readied herself, as the rest of the corps did, and slammed her back against the wall. Distracting machine gun fire echoed through the base.

"Stay back, Commander," Silver Spoon insisted. "Don't get yourself killed. We'll still need you if we get through this." She turned to the ponies beside her. "Unicorns, up front, now!"

The stallions and mares raised their own kaleidoscopic shields and jumped into the line of fire. Sparks flew off the barriers as Tiara's forces tried to get through. Several earth ponies jumped behind their unicorn brethren and returned fire, neither side giving an inch.

Lieutenant Spoon looked beyond their pair of magical barriers and formed a quick idea. "Belle, how fast can you blink around?"

The ivory unicorn was one of their first lines of defense at the moment, but she took a moment to respond. "Pretty quickly, why?"

"Jump in there and back out as fast as you can. We need to disrupt them a bit."


Belle lowered her shield, and it was quickly replaced by fellow unicorn beside her. With a faint blue glow around her horn, she disappeared and reappeared in the heart of the enemy army. She flashed them a sly grin and blinked away just as she saw several of them take aim at her. Their itchy triggerhooves fired, taking out a few of their comrades as she vanished.

"Be careful, you idiots! Don't let that amateur move fool you! Dammit!" General Tiara screamed angrily.


Applejack and her forces arrived at the garden just after the first return shots were fired by her friends. She and Caramel ran up the set of stairs beside the fans and peeked out through the large spinning blades. It was too dark for her to see anything, but if the speakers were accurate, they were being invaded. The enemy pegasi could be standing right outside the doors that led into the tunnels, which were typically used for routine maintenance, at that very minute for all she knew.

She silently pointed for Caramel to check the lower level fan opposite them. It was too dark for him as well. The country mare looked below where two earth ponies stood in front of a control panel that operated the fans.

"Reverse the flow of these things and turn it way up! How long ya think that'll take?" she asked.

"It could easily take a few minutes for the fans to come to a complete stop before reversing, Sergeant," Black Cherry answered.

"Consarnit. We ain't got that kinda time!" Applejack glanced away in thought and came up with a stalling technique. "Caramel! Follow mah lead!"

The beige earth pony watched as she swung open the door next to her and stuck her machine gun out, hiding behind the corner of the doorway in relative safety. She wildly and aimlessly fired into the air. Whether or not she actually hit anything wasn't important. Caramel got the idea and attacked the shadows similarly.

Black Cherry pulled the two-pronged directional lever down on the panel. The rotary knob beside it that controlled the speed of the fan he left alone. He had to wait until the fan started spinning the other way before he could increase the power. The rest of the relatively few number of ponies waited patiently with their weapons drawn, ready to take down any threat that got past their initial defenses.


General Tiara's troops were slowly pushing Commander Derpy's back. For every step Tiara's squad took, Derpy's took two in retreat. So far, the only ponies that fell on Derpy's side were those stationed in the control room and the security station. The only casualties Tiara had to account for were the morons who shot at each other thanks to Belle's stunt.

"Oh, this is ridiculous!" Tiara exclaimed in frustration. She reached into the saddlebag of one of the earth ponies firing behind their shields and pulled out a few grenades. "Forget it! I've changed my mind! So what if this place comes crashing down on our heads as long as it kills them too?!"

She pulled the pins and threw them near the feet of the enemy unicorns. Their eyes shrank and Lieutenant Spoon called out as quick as she could to her soldiers to brace themselves just as the bombs went off. The blast shattered the shields of the weaker unicorns, but fortunately no deaths. The walls beside them took most of the damage. A few stray shots managed to get through and killed several earth ponies and a few unicorns, effectively cutting their first line of defense in half. If only their magic was as powerful as Twilight's or Shining Armor's.

Lieutenant Spoon looked past her barricades, searching for a weak point somewhere in their lines. Pinkie offered to use her PC 9000, but Silver Spoon decided against it. The shockwave and impact of the blast could do more harm than good in such tight quarters and Spoon didn't want to risk it. Then, Silver Spoon noticed that the unicorn's shields didn't extend all the way to the ceiling. An idea hit her.

"Over their heads! Shoot at the ceiling! Pour it on, now!" she shouted over the gunfire.

Her troops did as she instructed, bringing dust, gravel and dirt onto the heads of the enemy. However, all the dust broke most of the unicorns' concentration, causing their shields to fall. The second they had the chance, Silver Spoons front line laid into General Tiara's troops, cutting down several of her own unicorns.

"Keep it together, you fools!" General Tiara screamed. "More explosives, now!"

Half a dozen grenades were lobbed to Spoon's forces at once. The explosion wasn't as absorbed as it was before, killing the last of the unicorns up front and numerous pegasi and earth ponies behind them. The new corpses took the brunt of the blast and a large cloud of sediment and dust erupted from the floor and walls of the cavern, choking and blinding the troops but also making it difficult to see them. Spoon and Commander Derpy leaned hard against the wall as more shots came ringing out through the haze, cutting down even more soldiers.

Between coughs, Pinkie spoke up again. "Come on! We need to break them up! Let me use the cannon!"

"Alright, fine! One shot only!" Silver Spoon said as she gagged. "Give Pinkie some cover fire!"

The Party Crashers stepped beside their leader and unloaded a torrent of lead death into the smoke and dust. Through the mists, Pinkie spotted a faint glow emitting from the few remaining magical shields their enemy still had up.

She whipped out her PC 9000 from out of nowhere and slammed it onto the ground, taking aim.


The fans in the garden finally came to a halt and began spinning slowly in the opposite direction, blowing air out of the tunnel instead of vacuuming it inward. Black Cherry took hold of the knob on the operating device and slowly increased the intensity of the fan as it began to spin faster and faster.

Halfway down the tunnel, Tiara's pegasi squadron charged ahead, only to be met with increasing resistance. One by one, as the winds got more intense, they were blown outside, regardless of how hard they flapped their wings. Gravel and dust accompanied them as the rough winds tore apart the ceilings and walls like a hurricane.

Applejack and Caramel ceased firing into the tunnel as the fans' power rose. There was no need to waste bullets if the machines were doing their job. However, Black Cherry watched nervously as the equipment in front of him indicated overuse, the needles on the gauges slowly moving to the right and into the red. They had never needed to work the fans so hard before and he wasn't sure how long they were going to stay functional before they ran the risk of breaking. He could already smell traces of smoke wafting from the fans.

The last of the pegasi were thrown out into the open and took cover beside the tunnels. There wasn't going to be any way for them to force their way into the base as long as they could be pushed right back. The squad leader leaned his assault rifle hard against the wind and sprayed bullets into the cavern. Surely they'd have enough power behind them to hit whatever was generating such gale force.

The rest of the troops around him followed his lead and shot into the hole. Sparks flew out, creating a faint light they could barely see if they craned their heads in to look. A large shower of sparks flew from the center of the first fan and then then next, and a loud whine screamed from the equipment as it began to shut down.

"Uh oh, this ain't good. Everypony take cover!" Applejack called out.

She and Caramel ran back down the stairs. The rest of the workers ducked behind some of the food stands or around the corner in the hallway. The sergeant hid behind one of the furthest troughs and pointed her weapon at the fans, waiting patiently for anypony to emerge from behind them. A bead of sweat trickled down her temple.


Pinkie fired her cannon at the colors she saw behind the clouds of dust, deafening her companions and blasting the enemy unicorns' shields to pieces and knocking them back hard into their friends. The pink pony holstered her cannon into the nothing as her friends returned fire, wiping out their front line. General Tiara and the rest of the platoon ducked down and hugged the walls.

"Slowly fall back, everypony! You three, head down the hall to the barracks. See if you can get some of them to follow you back to Lockdown. The rest of us, head to the engineering area," Derpy ordered.

Using the now thinning dust cloud as cover, the majority of Derpy's forces pulled back quickly. Diamond Tiara didn't have a direct line of sight anymore, even without the dust obscuring her vision. Her squad continue to fire wildly at the hallway, hoping they hit something other than the wall. When they didn't hear any return fire, they slowly crept forward. They were reinforced by the soldiers who broke off to check out the prison and war room, having returned from their quick reconnaissance.

General Tiara finally reached the first hall that led to the left toward the sleeping quarters where Lockdown's forces were waiting and the medical wing, where Shining Armor, Twilight and Rainbow were holed up. She motioned for some of her fighters to break away while the rest pressed forward. Nearly a dozen headed left, chasing after the few ponies Derpy instructed to act as bait. Three of the group turned right at the first hall they stumbled upon as they went after the enemy, which led to the recovery and rehabilitation room.

The three that broke away found Rainbow, Twilight and Shining Armor waiting for them. Shining Armor quickly threw up his powerful shield. Sparks flew from in front of the protected group. Rainbow used the Sonic Screwdriver and wriggled it in their general direction, not really sure exactly how it was supposed to work its magic. The guns suddenly jammed up without warning, giving Shining Armor the chance to thrust his barrier with full force toward their attackers, smashing them, as well as most of the equipment beside them, hard against the wall. They struggled to get to their hooves as Twilight lifted a glowing purple machine gun in front of her. A second, and several shots later, Celestia's three troops were dead on the floor.

The remaining invaders charged ahead to where Lockdown and his troops were waiting. Arriving at the three-way stop at the end of the hall, they spotted the resistance to the left and quickly ducked back, though two of the ponies weren't fast enough. Between waves of incoming gunfire, Celestia's squad leaned around the corner and shot back, taking out a few of their enemies before hiding again. Getting bold, the earth pony leading the charge unhooked one of the grenades on his vest, popped the pin and rolled it around the corner. Thinking quickly, a rival pegasus scooped the explosive up and tossed it away, only for it to explode in the middle of both groups, each suffering multiple casualties, including the brave pegasus.

With only himself and another earth pony left, Lockdown took advantage of the chaos and jumped around the corner, opening fire and cutting through the last few enemies, but not before taking a return shot in the chest. He fell back against the wall, clutching at the wound. Mustering what strength he could, he rose to his hooves and crawled back to his companion, who removed his own vest and applied what pressure he could to slow the bleeding while keeping an eye out for anymore danger.


Applejack watched nervously as the fan slowed more and more before finally coming to a complete stop. The tension in the air was thick enough to be cut with a knife. Suddenly, from the shadows behind the large fan blades, several rapid shots and blasts of fire erupted. Unseen bullets tore through the vegetation and kicked up dirt and gravel into the air. The country mare and her resistance soldiers quickly ducked behind their respective hiding places to avoid getting killed right away.

Once the shooting died down a bit, Applejack and the others perked up and threw what they had back at the fans. The blades absorbed enough of the impacts despite being pierced through. Four of the numerous pegasi were hit in spite of being hidden by the fans, two of which didn't make it.

To Applejack's horror, five small, olive green spheres came flying from various openings between the fan blades and landed among the garden stands. She gasped audibly and screamed for everypony to get down. A second later, five loud explosions rocked the room, destroying numerous tables and crops, sending chunks of wood, plant and dirt into the air. Unfortunately, three of her friends were caught in the explosions, too.

Fireballs that burst forth from the devastated equipment caught much of the rest of the produce on fire. Thick black smoke started to collect at the top of the room, making it difficult for anypony to breathe. Applejack and the rest started to choke on the fumes and their eyes burned.

"Applejack!" Caramel shouted. "We can't get a good shot at them, and we can't stay here any longer with the smoke! We have to fall back!"

"I know! Everypony, retreat!" Applejack said with a cough.

As her comrades ran low toward the exit, Celestia's troops opened heavy fire again. Applejack made made sure that her friends were escaping before making a move herself, but her heart shattered when her beige coated, long time friend took a bullet through the neck and collapsed a few feet away.

"Caramel, no!"

Applejack reached out futilely for the older stallion as gunfire continue to rain down upon them. A shot whizzed past her head and she ducked out of the way. Her eyes watered as Caramel laid dead on the ground before her. She was no stranger to death on the battlefield, but even after not fighting for years, it still hurt immensely. She quickly wiped her tears away and sprinted for the hallway as bits of the floor burst up around her.


Nearly half of Tiara's troops in the base had been cut down, not counting the pegasi working their own way inside. She didn't expect invading one of their main bases to be a walk in the park, but she underestimated the number of troops Commander Derpy had and the ferocity with which they were fighting. Even the element of surprise seemed to have little effect on them.

She continued to push forward, lured into Derpy's trap of being bottle-necked into the heart of the facility. The engineering room was wide open and allowed for plenty of space to spread out and a few pieces of large, durable machines to hide behind such as the weapon assembly equipment.

General Tiara found herself in the middle of the dwindling group of earth ponies. Early on, they had done well tearing into the enemies' numbers but that advantage quickly disappeared when she eventually saw how many there were. She couldn't call out for a retreat though. She be humiliated by her failure in front of the Princess if she was even fortunate enough to make it out of the base alive. Turning and running was the easiest way to invite a bullet into the back.

Derpy was getting smart too. She was continuously lobbing explosives in Tiara's general direction, maybe so much to kill as to disorient. The clouds of dust that kicked up from such a contained explosion made it exceptionally difficult for General Tiara's troops to see more than a few inches in front of them. As they marched forward, they fired wildly into the mists, occasionally catching an unsuspecting enemy and killing them.

Diamond Tiara knew she couldn't keep this up much longer. If she was going to lose, she needed to take somepony important down with her and deal a blow to their morale.


Cadance sat with the children as the war raged in the heart of the facility. She did her best to distract and entertain the children, but she knew they weren't stupid. They had always known war, even without being directly involved, but she feared this may be too much for them. Many were crying and distraught, worried sick that a bad pony was about to show up at any second and kill them. Others were worried for the soldiers outside, particularly for family.

Rapid Fire sat with his friends in a circle, but his thoughts and attention were towards the door the entire time. His mom and dad were particular important not only to him, but to the army as well. He knew this. If they lost mom or dad, who knows what they, or he, would do. He didn't hear anything his friends were saying. He needed to get out of there. He needed to see his parents.

He stood up quietly and paced around, his mind going a mile a minute, tears leaking from the corner of his eyes. He looked at the ground and back at the door over and over again. He knew he wasn't the only one whose parents put their lives on the line for their friends, family and indeed all of Equestria, but that didn't make his worry subside at all.

Gathering what courage he could from the pit of his stomach, he took a deep breath and waited until Cadance's back was to him. The moment finally came, and he bolted for freedom.

Chapter 26

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Rapid Fire heard the rhythmic cacophony of machine gun fire on the other side of the compound as he darted out the door, away from Cadance's protection. It wasn't something he was used to hearing, but he could guess what the noise was. Despite never having seen the outside world for his entire young life, he was aware of what happened in Equestria thanks to war stories idols of his like Loo reluctantly told the kids about. In the back of his mind, he knew he was risking his life by trying to get to his mom and dad. But if they were going to die today, he didn't want to do so in some stuffy room with panicky kids.

He raced past the critically injured Lockdown, who was being tended to by the only soldier still alive from the defensive line that Commander Derpy had assigned to watch over the kids from the hallway. Even though he had yet to receive a cutie mark despite his age, he had the 'rapid' part down pretty well.

"Kid! Stop! What are you doing?!" the earth pony beside Lockdown cried out. "Sir, will you be OK?"

The tough light green stallion had lost a lot of blood. The pressure being applied wasn't helping as much as Lockdown had hoped. He felt himself slowly going cold, and deep down, he knew it wouldn't be long. But, he was loyal to his commander and to his orders. He was assigned to look after the youngsters, and he couldn't fail now.

"Yeah. Just go. Don't.. let him.. get himself killed," Lockdown mumbled between heavy breaths. With that, the earth pony left the officer on the ground and tried desperately to catch up to the speedy colt. Rapid Fire already had quite a lead on Lockdown's attendant, and he wondered if he'd be able to reach him in time before he got caught in the thick of the battle.

The only thing that slowed the young colt at all was the bodies in his way. He jumped over and dodged around them without taking a second glance. His stomach twisted in knots and he hoped that his parents hadn't met the same fate. Seeing all the carnage around him just made him move faster.


General Tiara's remaining earthbound troops were hugging the walls of the corridor outside the large engineering wing of the facility. Commander Derpy had baited them into a now hopeless situation and Diamond Tiara knew it. Their enemy's forces hid behind the numerous machinery and crates, making it nearly impossible for them to be hit by anything.

At this point, all Derpy really needed to do was either finish picking them off one at a time or wait out their ammunition and simply capture them. The blow to Tiara's ego would be far too great if that were to happen. She'd prefer a quick clean death than to be a prisoner. Even if her pegasus squad made it through whatever defenses the rebels may have and jumped them from behind, considering how few of them there were compared to the rest of Derpy's troops, there was no way left for Tiara to win. Plus, it wouldn't take long for them to readjust to the rear attack.

But, even in defeat, she was determined to make Derpy, or somepony at least, suffer horribly. It was one of the perks that came with having the position of power she did. She even reveled in it when, on occasion, she was forced to assert her authority on one of their own for one reason or another.

A moment later, Applejack and her companions ran into the room and ducked behind what they could the moment they heard more shots being fired. If it weren't for her trademark stetson, she and the others may have accidentally been fired upon by their friends. She crawled on the dirt floor, looking for the commander. She spotted her near the center of the room and made her way over to her as carefully as possible.

Derpy was sitting behind a piece of production equipment with her back against its side when she spotted the cowpony. Other stallions and mares were grouped nearby, also taking refuge from the hail of bullets still flying at them. Occasionally, one or two would pop up from behind the machine and take a few shots before ducking down again.

"Commander, we've got a problem," Applejack shouted. "Those pegasi got through and are on the way here!"

She nodded and looked at the troops beside her. "You all, head to the back and let the others over there know they have incoming. Be ready to take them down."

Without saying a word, Derpy and Applejack were left by the squad, staying low and out of sight.

From behind the couple dozen of Tiara's soldiers currently fighting, a light biege colt appeared from down the hall. Several steps behind him was the stallion chasing him down. Rapid Fire jumped and squealed as the loud gunfire startled him and hurt his ears. He stayed low, almost crawling on the ground between the two rows of nervous stallions and mares who frankly didn't want to die.

None of the troops had noticed him initially. They attention was too focused on the bullets flying past their heads and quickly darting their eyes around the large room in front of them, searching for a potential target and watching to avoid getting killed. The young colt finally reached the enemy stallion at the front of the line and jumped up on his hind legs, jabbing at him weakly and crying.

"Don't hurt my mom and dad! Stop, mister! Stop!"

The earth pony did a double take and stared at the child in shock. He, nor any of the others, knew there were any kids there. Despite Derpy's apprehensions, most of Celestia's soldiers weren't barbarians. One by one, his comrades noticed where his attention was and turned to stare at the youngster as well. Their gunfire eventually came to a halt, Diamond Tiara being the only left that had any desire to shoot, her hoofgun clenched tightly to her chest. With the sudden lack of shots being fired, Derpy's troops slowed their own and eventually stopped as well, figuring the fight was finally over. They held their collective breath as they waited for an answer.

Above the sudden silence, a young pony's desperate pleas didn't go unanswered. Unfortunately, it wasn't in the way he, or anypony else expected.

"What the hell is this?" Diamond Tiara venomously asked to nopony in particular. "Derpy has kids running around here? Oh, this is going to be fun!"

She stepped forward and wrapped her leg around his neck, pulling him away and making him scream. His pursuer finally caught up with the young pony, but too little too late. He was grabbed and yanked back by the enemy soldiers and held at gunpoint. His eyes never left the colt, despite his predicament.

"You did this, didn't you, you little runt?! How dare you! But at least now, I can really make someone pay for all this!"

"Help! Mom! Dad!" he managed to yell.

Pip and Lieutenant Spoon, who had been sitting behind one of the many crates near the front of the barrage, perked up and came out of hiding at the sound of their son's cries. They took a few steps forward into the fray, drawing the attention of the enemy soldiers and a few of their machine guns.


"Rapid Fire?!"

General Tiara looked up quizzically. She thought she recognized one of the voices. She looked around the corner and saw the pair with panicked looks on their faces. The shock hit her hard and changed into a wicked grin in an instant.

"You're Spoon's kid? And she's with Pip?! Hahaha! This is too good!"

The worried couple stepped out cautiously, guns held skyward. Tiara dragged Rapid Fire out from behind the corner and several steps into the open area forcefully. The youth kicked and sobbed. The pink mare held him in front of her and jammed her gun into the colt's temple. Spoon and Pip gasped in horror and took a single step forward.

"Please, Diamond Tiara, if there's anything decent still in you, please don't hurt my son!" Spoon begged her former friend, tears forming in her eyes.

Derpy overheard what her lieutenant said and peaked over the machinery. Her eyes shrank when she saw what was transpiring.

"Oh no! Everypony, hold your fire!" she ordered, waving her hoof to her army. Both sides watched anxiously.

"Your guns. Throw them over here. Now!" Tiara ordered. Without hesitation, Pip and Silver Spoon tossed their assault rifle and sidearm, respectively, near General Tiara.

"There! Now please, give him to us, I'm begging you!" Silver Spoon pleaded.

Tiara tapped the barrel of her gun on her chin as she eyed skyward. Her eyes narrowed and she formed an evil grin.

"Sure!" she said, much to the surprise of everypony there. She removed her leg from around Rapid Fire's neck and kicked him hard in his parent's direction, causing him to fall hard on his chest. The family started to run toward each other before Tiara spoke up again, freezing both parties in their tracks. "Ah ah ah! You two stay put! Go ahead, kid. Go say hi to your mommy and daddy."

General Tiara motioned him away with her hoofgun, leaving him confused but grateful. He slowly, cautiously trotted into the waiting embrace of his parents. The three turned their attention to the stern pink mare. This was the last thing anypony expected her to do. Perhaps Rapid Fire had extinguished a fire that had been raging in her.

Diamond Tiara put that question to bed with a wicked smile and a shot that caught Pip in the shoulder, knocking him to the ground.


"Pip! What the hell's wrong with you, Tiara?!"

As much as Derpy and her forces wanted to unload everything they had into the General, they didn't want to risk accidentally hitting Lieutenant Spoon or her family. She growled under her breath.

"You should be thanking me, Spoon! Now you can die in each others' hooves! Now, who should I kill first? You, my old friend?" Tiara slowly glided her firearm to the large, injured stallion. "Or maybe I should show how little a bullet cares about size or strength?" She pointed the gun at Rapid Fire. "Or maybe I should simply break you both and take away the embodiment of your love for each other. Yeeeeah, that's it. So touchingly tragic. I think I'll do that."

Rapid Fire yelped and started to run, only to stop short by a gunshot and a blast of dirt flying into the air in front of him. Pip gritted his teeth and hoisted himself up. Rapid Fire got the idea immediately and ducked behind his father.

"Stay behind me!"

"Hold still, you little shit!" Tiara yelled mockingly as she fired again, catching Pip in the right hip. He screamed as he felt his pelvic bone shatter. "OK, fine. Congratulations, Pip. You'll be first. Any last words?"

Derpy took quick aim from her hiding spot, but hesitated in her haste, not wanting to miss hitting Diamond Tiara. Throwing caution to the wind, she stood on her hind legs and extended her forelegs out in challenging manner.

"Hey, Tiara! Aren't I a little more important a target?"

Her attention was snatched away. Tiara's eyes ballooned in size when she saw the daring gray pegasus standing in plain sight. She whipped her firearm at the commander.


Several shots went off as the commander ducked back into hiding. Tiara took a step forward and continued shooting blindly, determined to take down the top officer of the rebel army. Her gunfire was cut off suddenly as she was tackled to the ground by a silver blur. Her pristine crown flew off her head.

Spoon straddled her former friend and pummeled her in the face, drawing first blood in their single combat. Tiara lifted her gun up, ready to end the lieutenant's life quickly. Catching General Tiara's wrist at the last moment, the two mares struggled against each other. The gun fired a few shots past Silver Spoon's head. The silver mare twisted Tiara's leg and the gun slipped out of her grip and fell to the dirt floor. Tiara caught Spoon with a sucker punch to the jaw as her left hoof slipped loose, knocking her to the ground and throwing her glasses off.

The general stood up and wrapped her legs around the lieutenant's neck. She aggressively pulled her up and lifted her off the ground, the stranglehold digging in and cutting off her breath. Silver Spoon kicked at the air and tried to pull the surprisingly strong Tiara's forelimbs away, but it wasn't working. She jolted a hard elbow into Tiara's stomach, and then another and another. The grip starting to loosen, Spoon bit down onto her leg, making the general cry out in pain and drop her.

Spoon spun around, putting all her weight behind a powerful right straight into her enemy's stomach. Tiara fell to her hocks with the wind knocked out of her, clenching her eyes tightly.

"You won't hurt them, and you won't hurt anypony else ever again!"

Tiara's nostrils flared. "Oh, shut up with your sentimental garbage!"

Silver Spoon grabbed Tiara's mane and leaned into a quick right cross that was blocked away at the last second. An quick uppercut knocked Spoon away and onto her back. Spoon rolled over and began to stand back up before being yanked to her hind legs by her hair. Tiara arched her ex-friend's back and battered her repeatedly in the kidneys, each blow causing Spoon to shriek. It felt like a few ribs cracked. The general let her go after several strikes and the silver pony fell limply onto her hooves. Gathering what strength she could, she lifted her left hind leg and slammed her hoof into Tiara's shin, bringing her down to three legs.

Running low on breath and her back screaming, Spoon slowly got to her hooves and faced Tiara. Taking both hooves together over her head, Spoon smashed down on the back of the general's skull hard, knocking her to the ground. She stumbled as well, beginning to succumb to pain and exhaustion. Despite managing to stay on her hooves, Spoon was unable to get out of the way as Diamond Tiara weakly planted her forelimbs into the dirt floor and thrusted her head into Spoon's stomach. She fell flat on her back, hitting her head hard on the gravel floor.

Tiara rose slowly and wobbled over to the lieutenant. She took Spoon's neck in her hooves and lifted her spinning head off the ground, choking her once again.

"You could have had it all, Spoon! Why'd you throw away the best opportunity you could ever ask for to slum away with this?" General Tiara asked, breathing heavily.

"I f-figured out.. that the.. w-world doesn't revolve around.. me!" Silver Spoon growled back.

Sneering in rage, Tiara suddenly slammed her old friend's head to the ground, let her go and spat on her. Spoon's head fell limply to the right, her already blurred vision deteriorating even further. She could have sworn she saw something grayish on the floor several feet away. Weakly, her eyes opened as she realized the object.

Through the dizziness she felt, Tiara wiped away the blood on her snout and found her gun laying on the ground a only a couple feet ahead of them. She hobbled over and picked it up, grinning maliciously as she looked closely at it. She turned her attention back to the injured Pip and his sobbing son still hiding behind him.

"Now, where was I before I was so rudely interrupted? Oh yes. I was about to kill Pip!" Tiara condescended.

Favoring her left hind leg thanks to Spoon's vicious kick, she moved toward the silver mare's family. She stood up and tried to aim, but was having difficulty due to fatigue. She let off a shot that missed badly.

Spoon mustered the last of her energy and rolled onto her stomach. She silently, painfully crawled to the metal object she saw while General Tiara struggled to stand up straight. Every second she took felt like an eternity. After two more wild shots went off, finally, Spoon reached her gun and stretched for it with a loud grunt. She laid on her side and swung it around as Tiara's attention was taken away from her family and back onto her. Diamond Tiara's eyes widened when she saw her old friend taking careful aim.

The general turned quickly to finish Spoon off, but a loud blast fired out and a bullet found its way into Tiara's stomach. She stumbled back a step and the gun slipped from her grasp. Silver Spoon shot twice more, each bullet landing square in her enemy's chest before she finally fell backwards, dead on impact.

"Nopony kills my husband but me," Spoon muttered to the body. Completely spent, she rolled over onto her back.

Tiara's soldiers stared dumbstruck at the turn of events. Their leader had fallen and they were still badly outnumbered. Derpy's front forces came out from their hiding places, Pinkie and the Party Crashers taking the lead and aiming their weapons at the helpless squad. The commander ran over to the exhausted lieutenant to check on her.

"I suggest you put your weapons down. Now," Pinkie ordered.

They quickly complied and released their prisoner as well. The moment he was free, he galloped up to Rapid Fire and Pip to see how they were. Pinkie stepped back and waved the prisoners of war over to the wall of the large engineering room with the barrel of her machine gun. Without hesitation, they filed out from the hallway and did as they were told. In total, only seventeen remained.

A moment later, the numerous rear guards stepped in front of the approaching pegasi group that hoped to sneak attack them from the back entrance. It didn't take them long to see how many fighters they were up against and quickly surrendered as well without even firing a shot. They joined their brethren against the wall. Another nineteen.

"Belle, go check on Pip," Pinkie said.

With a blink, she appeared next to the injured muscular colt. He had lost quite a bit of blood, but fortunately, the wounds weren't in critical places.

"This is going to hurt, Pip. Just try to relax."

Her horn glowed and she removed the bullet from his hip like she had done numerous times to her teammate and magically cauterized the wound. Just like her lifelong friend, Pip gritted his teeth and tried badly to hold in the immense pain he suddenly felt as Belle worked her magic. She then repeated the process to his shoulder. She had never been able to fix the shattered bones, unfortunately. Twilight was always able to manage such an endeavor, but Belle was just never able to figure out the spell properly, always to her regret.

The resident doctors approached Pip and set their weapons down. Even though they weren't normally fighters, they were still expected to fight if ever necessary. Two of them ran off to recovery room to bring a bed for him.

Derpy rubbed her hoof through the battered silver mare that laid before her on the ground and smiled. She craned her head back to her husband and got an idea. She carefully lifted Spoon off the ground and flew her over to her husband, laying her gently on the ground beside him, Belle and the doctors making room for her. Derpy flew off and found Silver Spoon's trademark blue glasses sitting on the ground, one of the arms slightly bent but otherwise no worse for wear. She returned to their owner and set them back on her snout.

An unusual smell suddenly caught the commander's nose. It smelled like smoke coming from the garden. When she asked Applejack what had happened, the farm pony informed her of the fire that had been inadvertently set. She and several pegasi were ordered to extinguish the flames and flap the thick smoke out of the tunnels. They couldn't exactly risk being choked to death after the day had been won.

As Derpy inspected the damage around her, the lovers on the ground looked at each other, exhausted but happy that this all was finally over, and smiled sweetly. Rapid Fire stayed beside his dad as he was worked on, eyes watering and heart still racing. Silver Spoon reached over and tightly grabbed hold of her husband's hoof.

"How're you feeling, hon?" she whispered.

"Been bettah," he said with a small smirk. She giggled. "T'was a good shot there, baby."

"I couldn't lose you." She felt her eyes wetting as she gazed lovingly into his. She noticed her worried son watching over them. "And you, little mister," she continued lightheartedly, "once we're all better here, we're going to have to have a little talk with you."

His ears slumped and his head dropped with them. Even though she was smiling at him, he still felt horrible. His hasty actions almost got his parents both killed.

Spoon rolled onto her side, still clenching her husband's hoof, and caressed his cheek. "I love you. I love you both."

"Love you too, sweetheart."

"Love you, mom."

Silver Spoon finally gave in to the fatigue and closed her eyes, cuddling up against Pip as they waited for his bed to arrive.


Derpy and Pinkie walked through the compound as the troops cleaned up the engineering area, guns drawn and ready in case they came across any stragglers. Everything was quiet, though. They found bodies from both sides, and the control room was utterly wrecked. The security room fared no better.

Together, they checked on Twilight, Rainbow Dash and Shining Armor. Derpy saw the three would-be intruders laying dead just inside the door and peaked in carefully. The three ponies were sitting on and by Twilight's bed, ready for any attackers. It was a little while since they heard any gunfire, but couldn't let their guard down until they were relieved or killed.

"At ease, guys. It's over."

They sighed collectively and General Armor let his shield down. "How did we do?" he asked.

"Lost some, but they lost more. I'm just making the rounds, checking the place out. Go meet up with the others. They're in the engineering room."

Derpy and Pinkie continued through the base while the others went on ahead. They came upon a pile of corpses that led in the direction of the nursery and barracks. Near the end of the three way stop, they found Lockdown leaning up against the wall, his eyes closed and his chest not moving. They quietly and briefly mourned his and his fellow soldiers' passing as they continued on to see how the children were.

They found a panicking Cadance pacing around the youngsters, her cheeks stained from tears that had been flowing since shortly after Rapid Fire disappeared. She jumped at Derpy when she entered the room.

"Commander! I lost Lieutenant Spoon's son! He must have ran out when I– "

"It's OK, Cadance. He's safe. The fighting's over," Derpy stated.

"Oh, thank Luna. Thank Luna.. " Cadance started crying again upon hearing the good news. "I swear Commander, he must have snuck out when I wasn't looking!"

"It's alright, I promise. I do need you to head to the engineering room and meet with everypony else. I need to figure out our next move right away."

Chapter 27

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"You kids stay here. Cadance and Pinkie and I have to talk about some things, but I assure you, everything is OK now," Derpy tried to assure the children. They were still huddled together in the middle of the room, shaking and crying. "There were some bad ponies that came here to hurt us, but it's over now."

"They're all dead?" a small aquamarine unicorn asked.

The commander was caught off-guard at the direct question and sighed gently. "Dead or captured, yes. They won't be hurting anypony anymore."

"Is Rapid Fire OK?"

"He's fine. He's with his mom and dad, and they're OK too." She couldn't tell his little friend that Pip was shot a few times. That could get them worrying and panicky again. Fortunately, the doctors who looked him over confirmed that some routine surgery and recovery would be all that'd be necessary. "But I need you to stay here until Cadance comes back. I need to talk to all my friends about some things, so I'm trusting you all to stay put like good little fillies and colts, alright?"

The numerous little ponies nodded and 'mhm'ed. Derpy smiled warmly at them and waved goodbye as the three mares headed out.

"You two go on ahead. I want to check something in the control room," the commander instructed. Cadance and Pinkie nodded silently.

Derpy headed right at the end of the hallway that led into the heart of the base while the others went left to join up with the rest of the troops. The gray pegasus marched around the bodies of friend and foe toward the base's self-destruct mechanism. However, she could see the answer to her question before even arriving at the device. It was emitting thin, wispy trails of smoke and sparking repeatedly.

She had the equipment installed soon after the stronghold was operational, in case something like what had just happened not more than an hour ago came to pass. If Celestia were to have discovered the base and they could escape, there would be no reason to return there. The only solution to Derpy at that point was to eliminate it altogether and hope to not leave a trail for the mad Princess to follow.

Unfortunately, the computers were destroyed and there was nothing she could do. Grimacing in disappointment, she left the control room and returned to the engineering wing to address her soldiers.


All of Derpy's troops were waiting patiently for their leader to return. The pegasi assigned to deal with the flames in the garden had returned. It had been partially destroyed, but thankfully, some of the food was still salvageable. Twilight, Shining Armor, Rainbow Dash were checking on Silver Spoon and Pip, who was laying peacefully on a bed the doctors had brought out for him. The Party Crashers greeted Pinkie when she arrived, and Cadance dove into her husband's waiting embrace. The few dozen prisoners, stripped of their weapons and saddlebags, were sitting up against the wall, heavily guarded but not really complaining about their situation.

A moment later, the murmurs and whispers of the crowd died down as Derpy approached and called for their attention. They formed rank and listened intently.

"Well, this has been an interesting morning, hasn't it?" she began. "I'm happy to see you all safe. I wish the rest of our brethren could be here too. They gave their lives for us. They're heroes. But unfortunately, we don't really have any time to sing any songs for them or mourn them properly.

"We're in a bind, and we need to move quickly. Obviously, Celestia's figured out where we are, so we're forced to pack up our stuff and get out of here as fast as possible. Lieutenant Spoon, Cadance, once we're ready to go, I want you to escort the prisoners, the foals, you troops who have been in this base since it was first built, anypony who's been injured, and all but two of the doctors to the Cake twin's base up in the mountains outside Vanhoover. I'll show you exactly where it is on the map before we're set to abandon this place.

"Those of you who came here with Shining Armor, I'm going to need you, Generals Shining Armor and Twilight, the Party Crashers including you, Rainbow Dash, Sergeant Applejack, and the other two doctors to march on Canterlot. It's not going to be a huge army, but we'll have to make do, and we're going to have to treat this situation as if she knows we're coming.

"Lieutenant Spoon's troops, you have thirty minutes to prepare. Get your saddlebags ready, stock your weapons, get something in your stomach, and report back here. Get the young ones and the prisoners something to eat too. You've got a long march ahead of you. My team, you'll watch over the prisoners while they're away. When they're all back, you do the same. I want us ready to move out in no more than an hour."

"Commander," Rainbow spoke up, "why not put the prisoners in the holding cells till we're ready?"

"Save a bit of time instead of walking them back and forth. You still have the Screwdriver on you?"

She nodded and held it up.

"Good. Whatever you do, don't lose that. That's all for now, everypony. I'll see half of you in a half hour. Dismissed."

As the two assigned groups parted ways, Twilight sat atop her sky blue friend's back, deep in thought. She looked away sternly and squinted. In maybe a day, she'll be back in Canterlot for the first time since she assisted Derpy in rescuing The Doctor from her former mentor, provided she make it all the way into the royal city once their attack was underway. Before that, the only other time she or her friends were in Canterlot since the war started was the day Celestia tried to kill them. It was a day she never forgot. The more she thought about it over the years, the more betrayed and angry she felt.

Twilight came to a decision. "Rainbow," she said from atop her friend's back, "I know Commander Derpy said we were part of her team and that we were to stay here, but I need you to do something for me."

"Sure, Twi, what's up?"

"We're getting our weapons and saddlebags now. We're not waiting for the others. There's," she hesitated, "something I have to do, and I'd normally want to do it alone, but I still can't really walk on my own just yet."

"You think Derpy will just let you go? I mean, she is in charge here."

"I'm going either way," Twilight stated firmly.

"At least tell me what you're up to."

The unicorn closed her eyes and sighed heavily. "We're going to Ponyville."

Rainbow jerked her head back in surprise and eyed Twilight suspiciously. "Why there of all places?"

"If we're going to be assaulting Canterlot, I need the old team back together. Despite what you said they did, I have a feeling they may want a shot at Celestia if we can give it to them."


The Princess was sitting quietly by her table in her war room, eyes bloodshot and mane unkempt. She couldn't recall the last time she wasn't plotting against her hated enemies, and tonight was no exception. She had been drawing up new plans of attack, looking for the right time and place to hit, and she finally had something she could work with. All she needed to do now was give General Tiara the assignment and she'd take care of it in the morning.

With a lack of royal grace, she lifted herself off her rump and walked over to the large double doors. She telekinetically pulled open the doors and the guards before her turned their attention to the source of the magic. With a loud gasp, they bowed dutifully. Despite being on the other side of the wall from the Princess, seeing her face to face had become a rare thing.

"Summon General Tiara. I know it's late, but I want to go over some plans with her."

The two unicorns shot their eyes open and looked at each other nervously. They slowly raised themselves from their kneels, terrified of what their news would bring.

"Y-Your majesty, General Tiara left yesterday morning."

"What?! Why?"

"Sergeant Jet Set arrived late two days ago. Th-The Party Crashers found the base at Neighagra Falls and destroyed it. He must be the only survivor. General Tiara said that he told her he managed to follow them to Ghastly Gorge. Sh-She took some of your strongest fighters out there yesterday. She told the guards that morning where she was going and instructed them to pass the word along."

The Princess bared her teeth and her eyes burst into flames. "Why didn't she tell me all this?!"

"She said that sh-sh tried to, b-but you told her to go away."

She leaned forward angrily, getting snout to snout with the scared guard. "And why didn't any of you tell me this?!"

He slammed his eyes shut and shook visibly. "W-We didn't want to disturb you, your highness!"

Her royal horn glowed a burning yellow and she screamed in rage. Spinning around, she lifted her table off the ground and threw it through a nearby stained glass window, her plans and paperwork scattering into the air. The fallen banner laying on the ground flew into the air and slammed down repeatedly onto the marble, bending the metal pole and cracking the tiles. With a hard swing right, it slammed into the billboard littered with the names of her enemies and knocked it to the floor. The banner fell to the ground lifelessly and a seething blast of magic splintered the board. Releasing the last of her anger, she magically ripped one of the gigantic doors from its hinges and smashed it into its brother, snapping the two higher hinges off the wood and breaking the doors both in half.

The shattered door was dropped to the floor and the guards jumped in fright. Their leader stood there breathing heavily, surveying the destruction she just caused.

"That arrogant little fool! She should have never gone ahead without informing me, even if it took a few days!" she yelled to nopony.

"Your Highness? What's going on?"

Collecting herself, she turned and gazed at the guards. "General Tiara's already dead. Yes, Sergeant Jet Set probably found their home base. Where the Party Crashers go, you'll find Commander Derpy. But to attack their home base head on, without knowing anything about its interior, or their numbers there, was unforgivably stupid. And to make matters worse, she dragged some of my troops off to their deaths as well."

"What should we do, your Majesty?"

Celestia looked away and squinted. Her long life provided her with an equally long memory. She recalled her enemy's army destroying Detrot completely a couple decades ago. Shortly afterward, they arrived in Ponyville, looking to march on Canterlot. If it weren't for a well-timed aerial patrol, they may have taken the city or worse. It was one of her biggest triumphs that day. She finally took out that infernal Doctor after all the grief he had given her.

After Derpy succeeded him, however, things seemed to take a decided turn for the worse. The Princess seemed to lose more battles than win them in the years following The Doctor's demise thanks to that imbecilic-looking pegasus. Even after Derpy lost one of their most powerful weapons in Twilight Sparkle, she came to learn that somepony she thought long gone may have inexplicably returned.

If her suspicions were correct, this mystery pony could be just as big a threat, if not more so, than Twilight, even without magic. Her fighting spirit was always much stronger than anypony she ever knew. That alone made her extremely dangerous if she were to have sided with Derpy, and when she first heard about the sighting of a pegasus with a rainbow colored mane, a hint of worry seeped into her heart for the first time in many years. Coupled with the fact that she didn't have as many soldiers stationed in Canterlot as she would have liked, thanks to her forces being spread thinner and thinner over Equestria as the years passed, she found herself cursing Diamond Tiara again for wasting a golden opportunity and helping things continue the downward spiral they seem to have been in for years now. But the Princess wasn't finished just yet.

After a moment of contemplation, Celestia finally addressed the question. "We have to start preparing immediately. I expect that the commander will do the same thing her predecessor did when they eliminated Detrot thinking it was our main manufacturing facility. Soon after, they thought to attack us here on our doorstep. We saw them coming before, and I see them coming again. The results will be no different.

"I'm going to the Command Center and alerting everypony to the upcoming attack. But first, I need to write a letter. We're going to need more bodies here if we intend to finish this in the near future."

The Princess returned to the pile of carnage thrown about her war room and found a blank sheet of paper. Popping a quill into existence, she began to write.

"Colonel Trixie..."


The last few months were an exercise in boredom for the blue former entertainer. Commander Derpy hadn't sent more than a single attack Los Pegasus' way in a while, and before that, the only excitement the base had experienced for quite some time was Spike's sighting followed by the eventual massacre of Trixie's troops and planes.

It was starting to get a bit late. Trixie's base was a few hours behind Canterlot, not that anypony would be able to tell by the position of celestial bodies that rarely ever moved. She sat in her quarters, finishing up her evening routine and a step from getting into bed. A sudden yellow pop of magic appeared over her head and dropped a rolled up letter by her hooves, startling her wide awake.

A magenta hue encircled the note and it unfurled itself in front of Trixie. She quickly skimmed the letter, mumbling key points to herself. As she read and finally finished, a wide grin crept across her face.

"Ha! I knew Princess Celestia couldn't keep the Great and Powerful Trixie on the sidelines forever! She's finally realized how important Trixie and her troops are to the war effort!" she boasted to herself. "I had best start preparing immediately. Her Highness will be angry if Trixie is tardy, and that.. kind of scares her."

Quickly discarding the letter, she cantered out of her room and to the base's communications area, the smuggest look imaginable adorning her face. She marched up to the microphone sitting on its display and magically lifted it to her mouth, pushing down on the small red button that turned it on.

"Attention all pilots and personnel, this is the Great and Powerful Colonel Trixie. Report to the command center right away."

The normally short tempered unicorn waited patiently as little by little, everypony in the base arrived and filed rank inside the spacious room. Her soldiers and staff noticed her unusually happy look and twinkle in her eyes and were at a loss at what to think. After about ten minutes, the last of the ponies on base showed up. Trixie noticed after a few more minutes that nopony else had arrived and cleared her throat, capturing the ponies' attention.

"Good morning, everypony. Trixie has some great news for us. I just received word from Her Majesty, Princess Celestia, that she requires our immediate assistance at Canterlot. Trixie is to leave a small number of you behind to watch over the base, but the rest of you and myself will be flying out as soon as possible. So, I want all the jets fueled up and ready to go right away. When you're done, report back here. Now, get going."

Several stallions and mares in light blue one piece jumpsuits trotted off with the order.

"Since Trixie is the only ranking officer in this place, I'm putting you," she pointed to a light brown mare up front, "in charge for the time being. The first three rows of you step forward." The eighteen ponies did as she asked. "You will stay behind. The rest of you pilots will fly out with Trixie to the royal city. Her Highness also instructed that if we see any armies marching in the direction of Canterlot to obliterate every last one of them."

Behind each of the three rows stood six ponies more per column. Trixie stepped up to a dark gray stallion at the front of the second group of pegasi and pointed again. "You will fly with Trixie in her two-seater jet. While you're waiting for the jets to be prepared, go ahead and get something to eat or go back to sleep until we're ready to go. It is still late, after all, and it will take some time to get the jets ready. Trixie will notify Her Majesty that we'll be ready to depart as soon as possible. Dismissed."

Trixie returned to her abode and took one of the parchments and a quill from the desk by the wall. She informed the Princess that her message was well received and they were already prepping themselves for the trip. Once she was done, with a hint of magenta colored magic, the letter burst away in a puff of smoke.


Twilight and Rainbow stood together in the control room, alone among the bodies, as they checked their saddlebags and counted up their ammunition clips and grenades. They looked at the faces of the bodies of their enemies, curious if they recognized any of them. All but a couple were nameless faces, including Jet Set.

Rainbow Dash was involuntarily stretching her metal wings, despite not really needing to, while Twilight's still weakened legs wobbled helplessly yet she managed to stay balanced. The unicorn wished she had another month before they had to move on Canterlot, but it wasn't like she could negotiate with her old mentor for any spare time. Their ears spun and faced the main hallway that led deeper into the base as hoofsteps approached.

"There you are. I've been looking all over the base for you," Commander Derpy said. "What do you think you're doing? You were assigned to the second group. Are you thinking about skipping out on me?"

"No, ma'am," Twilight stated firmly. "We're just flying on ahead. There's something I need to do."

"And what might that be?"

"I'm going to try and talk Rarity and Spike into helping us. They are my old team, y'know."

"That is absolutely out of the question, General. They made their choice years ago," Derpy said, a hint of anger betraying her voice.

"And I believe they'd like a chance at redemption, whether they'll admit it or not," Twilight argued. "Besides, you can't tell me they wouldn't want to take it directly to Celestia again after all this time."

"Are you disobeying a direct order, General?" Derpy said with a squint.

On rickety legs, Twilight plodded over to the pegasus and went nose to nose with her. Rainbow opened her mouth to speak up and reprimand her lavender friend, but decided against it. She didn't want to risk getting on anypony's bad side at this point.

"I guess I am."

The adamant pair stared each other down for a moment before Derpy grinned slyly.

"It really is good to have you back, Twilight."

She returned the smile. "Thank you, Commander."

Derpy stepped away and saluted proudly. "Good luck, ladies. Stay safe."

"You too," Twilight said. She and Rainbow saluted back and returned to their final checks as their commanding officer departed.

Chapter 28

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Twilight and Rainbow fitted their radios onto their shoulders and several ammunition magazines into place on the straps around their black vests. With a thought, Twilight lifted several hoofguns into view and inspected them thoroughly before setting each one by one into the holsters on her legs and waist. Rainbow wrapped her favorite AR-15 across her back and adjusted her saddlebag for comfort. Twilight put away a bit of food and water into her own and sealed it up. With a last look around and a quick intake of breath, they nodded to each other.

They were all set for the trip back to their old hometown. The journey to Ponyville would take at least a few hours. If Rainbow had her organic wings, perhaps she could cut it down to twenty or thirty minutes. She was the fastest flier in Equestria before the everything went crazy, after all. Unfortunately, she hadn't gotten a chance to fly with her mechanical wings yet, aside from gliding around in the military base here and there. She had no idea how fast she could move on her own, let alone carrying a passenger.

Rainbow laid on the ground and Twilight hoisted herself carefully onto her friend's back. Even after a few weeks, she still felt a little embarrassed about using Rainbow as a ride, but the pegasus didn't mind. She understood all too well what it was like to have a piece of your life torn away and have to fight to reclaim it.

They stepped around the debris and bodies on their way to the exposed entrance. They approached cautiously and drew their weapons. Several small ones hovered around the pegasus engulfed in faint purple magic. No sense in not being ready for anything that may still be outside. Rainbow came to a quiet stop just inside the gaping doorway. Inhaling deeply, she leaped outside, their weapons and eyes swinging in all directions. They saw nothing. Exhaling in relief, they put their weapons away and Rainbow spread her wings.

With a powerful flap from her artificial limbs, she slowly lifted herself off the ground. She hadn't picked up anything other than herself up until now, but wasn't having as much difficulty taking off with Twilight on her back as she thought she would. The young mare looked back at her older friend and they smiled at her accomplishment. Despite the wires and metal, the motions felt as natural and fluid as they used to. With a subtle turn of her wings, a folding down of her ears, and a determined look in her eyes, Rainbow took off toward the Everfree Forest as Twilight wrapped her forelegs firmly around her friend's neck.


"Colonel Trixie," an off-white mare in a blue jumpsuit said, "we're all finished filling up the planes and they're ready to go."

It took nearly an hour for her crew to do their assigned task, even working as hard as they could. It was a lot longer than the unicorn would have liked, but things still had to be done right. Celestia would just have to be patient.

"Good. Dismissed."

The tech saluted and trotted off. Trixie rose from her seat in the control room and approached the communications console once again. The microphone rose to her lips and clicked to life.

"Pilots, report to the runway. We're ready to go."

She returned the mic and made her way outside. A few minutes later, the others showed up and formed rank in front of her. Once she saw that everypony was present and accounted for, she repeated her earlier instructions. Trixie was a bit curious as to why the Princess wanted them to fire at anypony that seemed to be heading in the direction of the royal city, even if it was an ally. However, she didn't wish to question her judgment under any threat of punishment. The pilots galloped to their jets after Trixie was finished and made their way into their respective cockpits, including the former showpony herself.

The multiple jets slowly formed a line along the winding air strip. Trixie wasn't used to sending so many planes out at a single time, so it was a bit of a nightmare trying to organize such a task. Even the radio tower was working overtime trying to keep things from spiraling out of hoof. Nearly a half hour had passed before the first plane even got off the ground. A few minutes later, the next in line took off, and the next a few minutes after that. After nearly an hour, the final jet was away.


Derpy and her forces were barely away from the abandoned base. She had heard the sounds of roaring jet engines high overhead, as well as having seen them passing by, upon sticking her head out the destroyed door. Thanks to the appearance of Trixie's air force, she had to delay the second group until things had calmed.

She worried for the first group, who had left on schedule. Twilight had taught all the unicorns years ago various defensive and camouflage spells as best she could, but there were at least a couple dozen jets that she watched fly overhead. She had no idea how many had gone before them. If her troops weren't keeping their eyes peeled in the first place, they could have easily been slaughtered.

The commander couldn't worry about that now, however. They had a goal, and she figured out almost right away that it had suddenly gotten even more difficult. The jets were all flying toward Canterlot. Celestia was aware of their upcoming attack and was fortifying her defenses. She flared her nostrils at the thought of the cunning, brutal dictator and pressed on.

Derpy had hoped that they get some rest once they got to the Everfree Forest. The creatures that used to terrorize ponydom had abandoned their old gnarled home quite some time ago, and the thick brush and high rising trees made ideal cover. But now, they may have to take a shorter break than she would have liked. Even without firing a single shot, the Princess always seemed to know how to make things more difficult for her, whether she realized it or not.


Twilight held on firmly as she felt the wind flowing through her aging mane. She squinted slightly, the resistance tickling her eyes as they flew. Rainbow was doing her best to hurry along and they both hoped her current speed would be enough to get them to Ponyville without any issue.

The unicorn had been keeping a watchful eye out for any signs of trouble. Scanning the horizon on all sides, she found numerous signs rapidly approaching from behind.

"We've got incoming, Rainbow!"

With that, Twilight surrounded them with a small protective bubble. Rainbow's heart skipped a beat as she remembered what happened months ago when she was still covered in Twilight's barrier. Steeling herself, the pegasus craned her head at her passenger.

"How many?"

Twilight squinted. She scanned the distance carefully but failed to see anything other than a single small but noticeable dot rapidly increasing in size.

"I only see one. That's a bit strange. They usually travel in pairs. Maybe their partner is lagging behind. How far are we to the edge of the Forest? Can you see it from here?"

"Just barely. Not sure how long it'll be at my current speed. Maybe a half hour?"

"Hm. I don't suppose you can kick it up a notch?"

Rainbow cocked her head uncertainly. "I'll try. Let's see what these babies can do!"

The pegasus leaned in and flapped as hard as she could. Flying at high speeds wasn't going to be as easy as it used to be, given her novice level experience with her new wings. Though she did pick up some speed, the jet was still quickly closing in on them.

After only a moment, the lone plane was finally close enough to spot them clearly. The pilot spoke into his built-in mic.

"Colonel, we've got company up here, but it isn't much. A light blue pegasus carrying what appears to be.. Twilight Sparkle."

Trixie's eyes shot open and her pupils shrunk. It was a name she was sickeningly familiar with, but one she hadn't heard anything about in almost four and a half years.

"You're sure? You're absolutely sure?" she asked angrily.

A brief moment of silence came from her helmet's speaker before it came to life again. "Yes, ma'am, it's definitely Twilight Sparkle. Orders?"

"Take her down! Take her down now!"

In an instant, the pilot accelerated and flew ahead of the purple bubble. After a good distance, he banked and turned around, charging the pair of ponies head on. The mounted miniguns opened fire and sparks flew off Twilight's barrier, causing Rainbow to jump suddenly. Nothing was getting through, but her heart still skipped a beat. The fighter jet darted past their heads and the girls slammed their hooves over their ears.

After they shook off the sudden bout of deafness, Twilight leaned over and yelled in Rainbow's still-ringing ear. "Keep going on ahead! I'll take care of them."

The unicorn looked behind them and watched the plane bank back around for another pass. As it rapidly closed in on them again, Twilight watched as one of its missiles was launched and raced after them.

"Go right! Go right!" she screamed.

Rainbow quickly obliged without thinking and narrowly avoided taking the impact. The protective shield cut through the smoke trail left in its wake as she continued making preemptive evasive maneuvers. Twilight watched the missile fly off harmlessly and returned her gaze to their enemy. Her horn lit up as the jet closed in. She fired a single, razor-like blast of purple magic into the air in the pilot's path while swinging her head like a disc. It was too quick for him to avoid, and it sliced through the metal without effort.

The two halves of the destroyed plane caught fire and plummeted toward the ground. Instinctively, the pilot ejected from the cockpit and let his seat drop out from under him. He turned to face Twilight and Rainbow, only to receive a concussive shot of magic for his trouble. There was no time for him to react, and he joined his plane in its journey down.

Not figuring they were out of the woods yet, Twilight looked back toward the horizon. She saw something in the distance again and squinted through the sunlight. The only things ever in the sky anymore were planes, and another one was coming.

"There's his partner behind us. Be ready, Rainbow!"

Only a minute passed before they were being shot at again. Twilight was more than prepared for the second assault and sparked her horn to life. Another purple beam tore through the right wing as the second pilot flew by.

"Mayday! Mayday!" he yelled into his mic.

"What's going on up there?" Trixie demanded. "Are they dead yet?"

"Gotta punch out!"

Panicking, the pegasus flew out of the cockpit. His helmet speaker crackled at him.

"Somepony talk to me up there! Do you see the other plane? We lost contact with them a minute ago!"

"Negative! Don't see an–AGH!"

Trixie's headset suddenly went silent. "Hello? Hello?! Dammit! Everypony listen up! Those of you up front circle back and wait for reinforcements to arrive. Do not engage until I show up. I'm near the middle of the pack, so hopefully I won't be long."

Her speakers spoke up with various confirmations of her orders. As they were instructed, the numerous planes ahead of her pulled back and circled around. Nearly fifteen minutes passed before Trixie and her pilot could see the swarm of fighter jets buzzing around in a small swarm like bees waiting to attack.

"Alright, I see you all. Let's go."

The war machines fell in at various heights, forming a large clump. Though Rainbow and Twilight had gotten some distance, it wouldn't take long for the jets to reach them.


"There it is! Shouldn't be long now," Rainbow said, nodding in the Everfree's direction.

"Good. The forest is just as big as the expanse we just crossed, so another couple hours or so and we should be at the Boutique. Been a long time since I've been in Ponyville," Twilight said quietly. She frowned and hung her ears low and she remembered peaceful times from so many years ago. Back before the war started. Back when Rainbow Dash was still there to begin with.

Her left ear turned backward suddenly. Another quiet roar of an engine hummed in the distance behind them. Then another, and another. Twilight cocked an eyebrow and spun her head around, searching the sky. She recoiled in fear when she saw what was coming at them.

"Uh, Rainbow, we need to get out of here. Right now," she said, summoning another bubble.

"Why? What's up?"

"We've got company. A lot of it."

Rainbow checked behind her and her pupils became pin pricks. She narrowed her wingspan and dove toward the ground. Twilight held on tight as gravity took control and helped the pegasus gain speed as she plummeted. Rainbow swayed from side to side as she went. Even though she was protected by Twilight's magic, she didn't want to chance anything. They were too close to their immediate goal of reaching the Everfree Forest to rely on luck now.

Trixie's pilot watched from the front seat of her personal jet as the blue daredevil rocketed downward. "Colonel, they're diving. Do you want me to give chase?"

"Yes! Go!" she yelled without hesitation. "The rest of you stay in formation!"

With a push of the joystick, the plane took a sharp turn down. Trixie glanced over her pilot's shoulder and spotted the two mares retreating as fast as they could. She gritted her teeth and glared at her old adversary. She found it almost fitting that Twilight was running away, likely scared out of her wits.

"Shoot her! Shoot her!"

The jet's guns let loose. Chunks of dirt flew into the air below Rainbow as some of the bullets zipped past her and buried themselves in the earth. Others sparked harmlessly off Twilight's shield. The sky blue mare continued rocking back and forth, not allowing the pilot to get a clear shot if she could help it. That didn't stop him from trying, though. Twilight fired a badly aimed magical shot of her own in retaliation, hoping that it would get them off their tails, if only for a moment.

Rainbow leveled out only a few feet off the ground with Trixie still in hot pursuit. A confident grin slowly formed across her face. The trees to the forest were clearly visible now and getting closer by the second.

"Watch yourself, Twi! We're going in!"

Trixie's plane suddenly began to pull up as quickly as it dropped when the chase began, much to the showmare's annoyance. She sneered angrily as she watched Rainbow and Twilight disappear into the dense brush while the jet barely skimmed over the treetops. She stomped her hooves in her cramped quarters, furious that her hated rival escaped. Taking a deep breath, Trixie collected herself, remembering Celestia's request. But, it still didn't make losing Twilight any easier a pill to swallow. Her plane returned to its position among the group and they continued on to the royal city.


Rainbow kept her eyes forward while she glided gently around the trees and shrubs in the dense jungle. Twilight's were skyward, though it was difficult to see much through the thick leaves overhead. It had been a while since they heard any jets flying by, but Rainbow wasn't about to stick her head out and take a look.

They both desperately wanted to take a short break after flying for their lives, but they needed to get to the Carousel Boutique. There was no telling if Spike and Rarity would be there, if they'd want to help, or how long it may take to convince them.

A large clearing came into view ahead of the pair. Not wanting to risk being seen, they flew in close from underneath the surrounding trees to investigate. Their mouths slowly fell open when she realized where they were.

Rainbow landed quietly in the broken and abandoned ruins of the Castle of the Royal Pony Sisters. It looked the same as it did when she and her friends found the inert Elements of Harmony so many years ago. Despite time being of the essence, they couldn't help but look around the forgotten relics. A tidal wave of memories flooded their minds. Twilight turned her attention to a particular window. It was one she had never forgotten. Celestia reappeared in a bright burst of light that night after being rescued from Nightmare Moon's imprisonment. She had been so happy to see her teacher safe.

Twilight's ears drooped as she closed her eyes and replayed the events in her mind. Another memory suddenly invaded as she reminisced. It was the night Celestia had called them to Canterlot years after Rainbow had disappeared. She remembered the rage and hatred in her mentor's eyes and words. She remembered the accusations. She remembered the lessons of friendship being smashed against the wall and tossed to the wayside. She remembered a murder.

The unicorn snapped her eyes open and sneered.

"Come on, Rainbow," Twilight whispered, "let's keep going. There's nothing for us here."

The young mare silently nodded and took one last quick look around. Her curiosity satisfied, Rainbow spread open her wings and continued on, following along the path that led from the old castle to the exit of the forest. Now that they knew exactly where they were, and had the luxury of flying, it wouldn't be long before they'd see a familiar, dilapidated barn peeking in from behind the trees.


Twilight's head was starting to hurt. Ever since leaving the Castle of the Royal Pony Sisters, her temples had starting throbbing, lightly at first. It seemed to get worse as she and Rainbow passed by something else that conjured up things she wanted to forget. Sweet Apple Acres wilting away thanks to Celestia's neglect. Sugarcube Corner indulging Celestia's sugary desires. All the things written to the Princess and received from her while she and her number one assistant sat in the library.

The unicorn mentally brushed it off, blaming fatigue. But deep down, she knew what was wrong. As much as she didn't want to think about how badly she felt betrayed, it was the only thing on her mind as Rainbow carried her through the wasteland that Ponyville had become. She deeply hoped that they bumped into Rarity and Spike upon arriving at the Boutique. Whenever things were bad for her, she could always depend on her friends to bring her back to her senses and remind her that everything was going to be OK. Heck, if it weren't for Rainbow, she could very well still be lying in bed, barely able to move.

Down the block, they spotted the still-standing, boarded up remains of the once beautiful home of the gorgeous fashion designer. Rainbow and Twilight shared a nervous but hopeful look and landed quietly in front of the door. Twilight argued that they should avoid simply busting in the door, lest they risk getting shot at, and Rainbow concurred.

Taking a deep breath, the young pegasus knocked gently, though she honestly didn't expect a response. Just as she predicted, there was none. Rainbow tried to peek in between the boards on the windows, but it was too dark inside to see anything. She stepped back and took hold of the doorknob and tried to turn it, but found it locked.

"I don't suppose you can force it open?"

"Should be able to," Twilight said. "We'll just have to be careful. They obviously have no idea we were coming. I really was hoping we wouldn't have to resort to breaking and entering though."

"Yeah," Rainbow agreed. "You're absolutely sure you want to go through with this? I mean, I can imagine you probably feel a little betrayed, what with them leaving after you got hurt."

She shrugged slightly in response. "It does bother me a little, yeah. But.. well, how many times did the six of us butt heads or have something serious we had to get through, and how many times did things turn out alright? I'm sure it'll come up, but we're not here to chastise them. We're here to try and convince them to help us. I'm willing to let bygones be bygones if they're able to help us bring down Celestia."

Rainbow nodded and looked at the door again, a thought occurring. "Maybe you should put up a shield before we go inside, in case they're here and think we're the bad guys or something."

"Yeah, that's not a bad idea."

A purple wall the size of the door formed in front of them with a flicker of Twilight's magic. The doorknob glowed and after a couple jiggles, the internal pieces snapped, granting them entrance. They took a step inside and were almost immediately greeted with a series of gunshots and sparks flying off the barrier before them.

The bursts of fire that flew from the barrels of the guns gave away their position, and Twilight grabbed onto the weapons telepathically, flinging them away, eliciting a pair of audible gasps from the dark. She kept the shield erected, just in case.

What little light crawled in from behind the visitors temporarily blinded the residents. The silhouette of a pony with a pair of extended wings and the sight of a light purple wall of magical energies did little to ease their worry until they heard the voice of loyalty.

"Hey guys, what's up?"

Chapter 29

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"Rainbow? Is that you?! What are you doing here? Oh dear, where are my manners? Spike, go put some tea on or something," Rarity instructed from the darkness.

A large body, obviously her dragon lover, headed into the kitchen and manually activated their generator. He flicked the light on and dove into the fridge, grabbing a small jug of water. From the pantry, he found their favorite flavor of herbal tea and found a small pot in the cabinets by his feet.

"So, darling, how have you been? Has Command.. wait a second," she said, stopping halfway to the still-open door. "We just shot at you a dozen times. How are you still standing?"

The door glowed faintly and closed on its own. A voice she hadn't heard in ages spoke up.

"That'd be because of me."

Rarity's mouth fell open and silent shock came forth. She galloped to the wall by the door and turned on the lights. A purple wall of magic faded away from in front of Rainbow and a welcome lavender sight greeted her.

"The door, too," Twilight said with a giggle. "Hi, Rarity."

The posh unicorn tried to speak but stared blankly for a moment. Her lips slowly formed a smile and she laughed with joy.

"Twilight!" Rarity happily yelled. She took two quick steps and practically tackled her fellow unicorn off Rainbow's back. They embraced tightly for the first time in over four and a half years, nuzzling their cheeks together. She tried and failed to hold back her sobbing. "You're awake! Oh Luna, you're awake, I don't believe it!"

Spike overheard the commotion and peeked out from the door to the kitchen. His surprise was as overwhelming as Rarity's. In a flash, he found himself in front of his adopted mother. His eyes were watering and a lump was in his throat.

"Tw-Twilight! Oh my goddess! It really is you!"

She let Rarity go and smiled sweetly at the large reptile. He effortlessly yanked her off Rainbow's back and squeezed her against his chest. In a heartbeat, he melted from a battle-hardened dominator of the skies into Twilight's baby dragon.

"Hey Spike. Still need my lungs to breathe, big guy!" she struggled to say as Spike hugged her.

"Oh! Heh, sorry," he mumbled, embarrassed. He set her down gently on all fours next to Rainbow. Her limbs wobbled slightly but she steadied herself and plopped her rump onto the floor, deciding against straining herself.

"It's wonderful to see you both again," she said softly, pausing and clearing her throat the way she used to before giving a speech. "But, I am a little disappointed in you. I would have thought you'd be there not just for me, but for Derpy and the rest of her army! They needed you! There was simply no good reason to abandon them."

Spike and Rarity looked away dejectedly like two foals who had been caught with their hooves in the cookie jar. While they were used to Twilight's windy rants, it didn't make her chewing out sting any less.

"But Twilight," Rarity interrupted, "we tried to lead like you did. It.. it went horribly! It seems we were always more cut out to follow than to lead. Do you have any idea how many ponies we led to their deaths? It was awful! We.. w-we just felt that we were holding them back, like there wasn't any place for us after you were gone."

"How could you think such a thing? You're smarter than that. We're in the middle of a war against a cunning, vicious enemy. Of course ponies are going to die! That's what happens in a war. Yes, it a terrible thing to have to deal with, but you still have to deal with it!

"Not only that, if you remember, I wasn't the one who asked you to come follow me into battle. You came to me asking to help once everything went crazy. Of course I was going to say 'yes'! Plus, are you forgetting, Rarity, that it was thanks to you that we even had a chance from the get go since you played the part of a traitor just to get your hooves on whatever you could to stop Celestia?"

Twilight turned to face the dragon, not missing a beat. "Spike, how many lives have you saved by getting so good at taking down Celestia's biggest advantage over us, flying around over our heads with all their firepower? Not only that, you brought Rainbow Dash to the command center safely, allowing her to get her wings fixed up, reconcile with Loo – and I know you know Loo was not very fond of her for a long time – plus, she helped me get back on my hooves, both magically as well as physically. Otherwise, I wouldn't be standing here to begin with. I've only been awake for about three weeks, but it was Rainbow's nonstop training that allowed me to make as so much progress in so little time!

"I mean, look at you now. You've both gotten along just fine in the middle of a war zone without any outside help. Granted, there hasn't been anything going on in Ponyville for a long time, but you've survived nonetheless."

"Twilight," Spike interrupted, "uh.. you didn't come here just to chew us out, I hope."

"No, but from how you're acting, it just seemed like you both needed to be reminded of who you are."

"What would that be?" the former fashionista asked. "Traitors? Cowards?"

"Stop that!" Twilight said angrily. "You're both fighters. Whether you'll admit it or not, you both care about Equestria and your friends. You both want to see that despicable Princess put in her place once and for all, and.. that's why I'm here."

Her ears hung heavily and her gaze fell to the floor. After hearing all the self-depreciation, Twilight started to wonder if she hadn't made a mistake in paying them a surprise visit. The couple's curiosity was piqued and they exchanged a inquisitive glance.

"What are you getting at, darling?"

The lavender mare sighed quietly under her breath. She begged the heavens that her pleas wouldn't go unanswered for what she needed to ask of them.

"Derpy's army is on their way. At least, I hope," Twilight grimaced. The thought of her big brother laying dead on a field only a few weeks after seeing his face again for the first time in years shook her to the bone. "I'm sure you overheard a bunch of planes flying by not long ago. We ran into them on the way here. I don't know where they were called in from, and I don't know if the rest of our troops ran into them.

"Anyway, if they didn't run into any trouble, Commander Derpy, my brother and his army should be here in about a day or so. They're marching on Canterlot and.. I was hoping you'd come with us."

"What made her decide to attack Canterlot?" Spike asked.

"The base was discovered. Standard procedure requires us to abandon it. About a month and a half ago, some scouts found a huge manufacturing plant behind Neighagra Falls. The Party Crashers were sent to take it out. They were followed, and we were ambushed. The enemies were all captured or killed, fortunately. General Tiara was one of their fatalities."

The large dragon sniggered and grinned in delight at the news. "Diamond Tiara? Good! I hated her, even when I was a baby. She was always such a snot."

"I'm inclined to agree," Rarity added. "I remember Sweetie Belle always told me when she was young how Diamond Tiara would torment her endlessly. I am glad that Silver Spoon was able to see how ridiculous all their teasing was after a while. But yes, Diamond Tiara was absolutely incorrigible. Good riddance."

"Well, it almost cost the life of Lieutenant Spoon's son," Twilight mentioned, "but he's OK. Pip was shot in the process too, but he'll pull through just fine."

Not wanting to get too sidetracked, Twilight returned to her original question. "But, like I said, you came to me the first time. Now, I'm coming to you. I-I need you more than ever."

A quiet sadness washed over the unicorn's features. Rarity and Spike noticed it easily, their lavender friend making no effort to hide her despair. A hint of regret started to grow in their hearts. They listened intently as Twilight continued to plead her case.

"After we became the bearers of the Elements of Harmony, I knew that I'd never have to worry about doing something on my own if I didn't have to. This is one of those times. It's possibly the biggest thing we've ever had to do, maybe even our last if things turn out that way, and despite the fact that Derpy's army would be there, it.. it just wouldn't feel right if we weren't fighting side by side."

"But Twilight," Spike said, grabbing hold of his tail the way he used to as a baby, "do you really think Derpy and the others would even take us back? They hate us after leaving like we did."

"I think once they saw how much flank we were kicking, they'd forget about what happened pretty quick. Besides, they're going to need all the help they can get." Twilight sighed and bit her lip. "Derpy's going for broke. One way or another, she intends to end this war once we invade. If we're ultimately destined to lose, wouldn't you want to be with ponies who care about you? Like us?"

Rainbow took a step forward and smiled warmly at the couple, unconsciously adding fuel to Twilight's fire. Rarity frowned and looked away from her old friends, doing her best to hide the tears beginning to form in her eyes. "After every selfish thing we did, why would you want us to go with you?"

With what little strength she had in her, Twilight lifted herself from the floor and hobbled over to the ivory unicorn. Wrapping her legs around Rarity's neck, she pulled her in gently, surprising her for a moment, and nuzzled their cheeks together.

"Because you're my friends. What other reason do I need?"

The last bit of resistance withered away and Rarity returned the sentiment, squeezing Twilight close to her again. Not wanting to feel left out, Spike not so subtly tiptoed to the pair of unicorns and wrapped his arms around them. He rested his chin atop their heads, his natural body heat adding to the warmth burning in their chests. Rainbow rolled her eyes and shook her head. Even though she never cared much for sappy things, she managed to crack a soft smile.

"So I take it you'll go?" Twilight asked, giggling.

They released each other and Rarity looked at Spike quizzically. "I'm not sure. Dear, what do you think?"

"Hm. She is kind of making it hard to say 'no'," he said playfully.

"That she is. Tell you what, Twilight. We'll only go if we're allowed to give Celestia a good, hard buck in the face for all the grief she's given us all over the years. Deal?" Rarity joked.

"Deal," Twilight said, smiling.

"Wonderful! I'm.. I'm glad you can forgive us, Twilight. For all of this. I just wish none of this had ever happened in the first place," Rarity said, barely above a whisper. Even though her transgressions were forgotten to Twilight, they still lingered in Rarity's mind, if only a little. She desperately wanted to change the subject.

"Me too, Rarity. Me too."

There was a moment of awkward silence before the white unicorn cleared her throat, having found a new topic of conversation to jump to. "O-Oh yes, about that tea. I did promise you some. I'm nothing if not a gracious host, even in these dark times. Um, Spike, did you manage to put the water on?"

"Oh, um.. I heard you mentioning Twilight from the kitchen and came out to check, so I never got a chance to get the water boiling. Let me go take care of that," the dragon said, his cheeks turning red.

The posh unicorn smirked coyly and shook her head. "Males. What can you do?"

As the girls laughed at Spike's expense, he quipped right back as he headed to the kitchen, sarcastically clutching at his chest. "Oooo! Babe, that cuts deep!"


Princess Celestia marched out of the castle and met the fleet of pilots half way. Colonel Trixie took the lead and bowed graciously at Her Majesty's hooves. The rest of her brigade followed suit. The alicorn bowed and greeted one of the few of her top officers still alive.

"Colonel Trixie. A pleasure to see you again."

"Likewise, Your Highness. The Great and Powerful Trixie is happy to serve in whatever way she is needed," she said, rising to her hooves.

"Excellent. It is good to know that there are still some subjects loyal to the throne, and I'm glad you made it here in a timely manner. Did you run into any trouble on your way here?" the Princess inquired.

"Only a slight bit, Your Majesty. We happened to bump into Twilight Sparkle a little west of the Everfree Forest. She was– "

"Twilight Sparkle?!" Celestia interrupted. Her eyes widened in surprise. She hadn't heard about her being anywhere on the field in at least a few years. However, the Princess knew Trixie was one of the last to see her standing. According to reports, the late Prince Blueblood shot her in the back. It was long believed that Twilight had been killed, as Rarity and Spike had taken her place as leader of their division, much to the delight of the royal mare. They had seen a few great victories without Twilight around. "She's alive? Tell me you took her out for good this time!"

Trixie cringed and shrunk away, as ready as she could be for any incoming assault. "I-I'm sorry, Your Grace. She escaped into the Everfree. She managed to take a pair of my planes out as well. She was being carried by a pegasus, but I didn't get a good look at them."

"Ugh! Did you at least eliminate any of the other traitors that were with her?" Celestia fumed.

"That's just it, Princess. It was just the two of them. Trixie didn't see anypony else anywhere."

Curious and confused, Celestia raised an eyebrow and cocked her head. Trying to formulate a logic response, she shifted her eyes around, the wheels in her head turning. "I don't understand. Why would she be traveling with a single companion? Where would she be going?"

Squinting in anger, she failed to come up with any ideas. She returned her thoughts to the upcoming invasion and glanced at Trixie's armada, many of which held their breath or swallowed their fear. They knew she was still stewing over their failure to destroy Twilight and didn't so much as want to breathe the wrong way. She issued her orders to the troops.

"Commander Derpy's forces are on their way here. They should be here within a day, two at the most. I want you two," Celestia pointed to a pair of stallions, one with a teal coat and white and dark gray streaked mane and the other cream colored with dark brown hair, "to find a cloud and park yourselves over Ponyville near the edge of the Everfree Forest. Take some supplies with you like food and water. You will not use your planes. Make sure you're high enough that you aren't seen. Once you've spotted them, return here immediately."

Celestia addressed the rest of the pilots, "Once they've gotten back, you will all fly out in your planes and attack their forces with everything you have. Return to Canterlot as victors or not at all. Do I make myself clear?"

"Yes, Princess Celestia," they said as a unit. They tried their best to conceal their nervousness around the madmare, but a slight hint of their fear still managed to be heard. It didn't go unheard, either. The Princess sneered at their implied cowardice and looked at the pair assigned to watch out for their enemy, nodding them away to their assigned duty. In a flash, the two were away while the rest were dismissed.

"Princess," Trixie said, "what makes you so sure they're on their way?"

"I have no idea why Twilight Sparkle was flying toward Ponyville. But, in the past, where she would go, the rest of the army would be. She was one of their strongest leaders. She could be scouting ahead, or she could be looking for something in that she feels may help them in battle. The fact that you saw her heading this way means they are coming. Of this, I have no doubt," Celestia explained.

"What shall you have Trixie do?"

"If those planes fail at their job, little one, I'll need you to oversee the defense of the front gate. The only way Derpy can even get to Canterlot is by following the train tracks. But, I have something else planned for their trip up here, just in case. In the meantime, go get some sleep or something. Whatever you feel you must do in order to prepare."

"Yes, Princess," Trixie said, bowing.

The showpony parted ways with Celestia, heading to the barracks to get some rest. It was still rather early in the morning. Once she was out of sight, the Princess blinked away and reappeared in the weapons depot, stationed in the bowels of the castle. Four stallions, two unicorns, a pegasus and an earth pony, were working diligently by the production equipment, sweat covering their brows. They bowed the moment they realized she was before them.

"Your Majesty," the larger, amber unicorn, who was the leader of the group, addressed her, "what can we do for you this morning?"

"I need you all to temporarily cease production," Celestia decreed. "There's a possibility we will be under attack at the gates within twenty-four to forty-eight hours. I'm sending a fleet of planes to intercept Commander Derpy's troops once they enter Ponyville. I'll be monitoring their progress from my tower through my telescope. If they should fail to stop them, we'll need to quickly prepare the next line of defense.

"Shell Shock, you and your friends here know the weapons you make better than anypony, including, and especially, the explosives. If you receive word that our first line has failed, I'll need you to initiate Defense Plan: Delta."

"Yes, Princess," Shell Shock saluted. "What do you want us to do in the meantime?"

"It's still early, but I want you rested and ready to go should the time come. Take off for now. There's simply no longer any time to continue creating down here. Not with Derpy coming. Hopefully, I will not see you later."

"Understood, Your Highness."

With a final nod, Celestia vanished in a flash of golden magic. The four stallions shut down their machines and put away their tools. Shell Shock let the others file out the door that led toward the heart of the castle and unlit the torch behind him before closing the door to the facility.


Even with the sun blotted out overhead, the Everfree forest was disgusting and humid. Derpy and her army had come to a halt in the middle of the woods several hours ago to rest, but the Commander herself had trouble sleeping. It was getting late in the evening according to the time on her watch. Tiara's little ambush had played havoc on their usual sleep cycles, but from time to time, it was simply a luxury they had make do without.

The upcoming fight was playing itself out before it began in Derpy's mind, various results coming and going. Some were victorious, others disastrous. She recounted every possible variable she could think of and plugged them back into the equation, hoping that her positive predictions would come true.

There was one thing she knew, however. They were in for a difficult fight. She had no doubt in her mind that a fair number of jets had flown overhead the day before as they took their first steps out of the base. She considered them all extremely lucky that they hadn't been spotted along the way to the Everfree, but Derpy also realized what all those planes meant: Celestia was aware of what they were doing.

Diamond Tiara made the mistake of charging in head first into a base she was unequipped to deal with. Even though she and General Shining Armor and Twilight were very aware of Canterlot and what pitfalls it brought, Derpy couldn't help but admit to herself that they were very realistically walking into a trap. Still, she had to be prepared for whatever the Princess could throw at them. They were a resilient bunch, after all.

The Commander hoped Twilight and Rainbow Dash made it to Ponyville in one piece. Derpy hadn't been terribly thrilled at first that one of her biggest weapons was going on ahead with only a lone pegasus to protect her, but she knew the unicorn could take care of herself. Unfortunately, a single pegasus with false wings who hadn't flown much yet and a physically weak unicorn against a few dozen jets was a tough situation to get out of. She looked up through the branches at the faint sunlight above and closed her eyes, praying to whatever gods who may have been listening that Twilight and Rainbow were OK.

After a quick glance at her watch, Derpy rose to her hooves and cried out for the troops to wake. Groggily, they stretched and scratched themselves without a hint of grace. Considering they had spent half a day trudging through a dank, sticky forest, it was easily overlooked by their superiors. After being allowed to use the bathroom and get a few quick bites of food in their stomachs, they formed rank, ready to move again. Derpy and Shining Armor took the lead with Sergeant Applejack and the Party Crashers right behind them.

A few hours had passed before they reached a set of ruins familiar to two particular officers in the group. As they marched, Applejack and Pinkie slowly came to a stop and looked over the forgotten castle. Derpy noticed the lack of hoofsteps directly behind her and glanced over her shoulder, finding them frozen in place. She noted their gaze and curiously eyed the ruins herself. The advancing troops saw the pair of ponies standing still in front of them and halted for a moment. Similarly, several of the stallions and mares looked over the broken walls and cracked pillars, questioning their significance.

Derpy slowly approached the mares, none of them averting their eyes. Before she could ask the earth ponies what was going on, Applejack told her. "It's where we found the Elements of Harmony all them years ago. Ah still remember it like it was yesterday."

The events that gave her friends the powers of a god flashed through Applejack's mind quickly. She breathed deeply, putting the memories to rest. "We're almost there," she continued. "About another hour or two at the most 'n we'll be comin' up on my ol' farm."

The old gray mare nodded and waved her army forward, returning to where Shining Armor was waiting patiently for them.

"I'm sorry," Derpy said with a heavy heart.

"Don't be. You're not the one with debts ta be paid."


It was just as she remembered the last time she saw Sweet Apple Acres. Even after years of disuse, the air still carried a very faint smell of sanded wood and bundled hay. Applejack gritted her teeth behind her lips and sneered upon seeing the wilted trees and the decaying barn and house. Even the dirt had a dead look to it. Snorting in anger, she pointed her eyes forward. Reminding her of the tragedy that had befallen her farm and her family made Applejack want to see Celestia suffer more than ever.

Little did Derpy and the others know that high overhead, a thin, wispy cloud was spying on them. The two pegasi Celestia had ordered to keep watch for the enemy had spotted them. They waited until the last of the lines had spilled from the Everfree Forest and nodded at each other. With a flap of their wings, they climbed into the sky quickly until the soldiers below were like ants in the distance, heading toward Canterlot and the Princess.


Pinkie and the rest of the Party Crashers stared at the large hole in the roof of Sugarcube Corner as they approached it. As Applejack did when they came across her old farm, Pinkie let her anger slip momentarily and bared her teeth at the sight of the destruction. She wanted to scream loud enough for the Princess to hear her curse the day she was born, but knew she needed to conserve her energy. It hadn't been as seemingly limitless as it used to be in quite some time.

Most of the walls on the buildings they passed were cracked or splintered, covered with dust and cobwebs. Some of the homes and stores had collapsed into themselves, either due to time or old battles long gone. Despite a complete lack of any air flow, the scents of dust was thick and the eyes of many troops began to tear up. It was something they would have to deal with until they got to the far end of town where the train tracks were.

"Commander," Belle said, trotting over to the pegasus, "did Twilight say where we were going to meet up with her?"

"No, but she'll likely be at your sister's old boutique, whether she finds Spike and Rarity there or not. That's where she was going to begin with. I just hope she made it here alright. We can't afford to lose her or Rainbow Dash. Should only be a few more blocks and we'll know for sure, if I remember correctly."

Derpy suddenly stopped mid-stride and raised her hoof to the sky, silently ordering her army to freeze. Her ears spun slightly to the left and she held her breath. It almost sounded like there was a strange whir to the north of them, and it was quickly getting exponentially louder. In a heartbeat, she took to the sky and looked into the distance. Her eyes burst wide.


Chapter 30

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Derpy landed back at her troops in an instant.

"Multiple jets headed this way! Scramble!"

The large group of ponies darted between the buildings and down the streets looking for a quick spot to hide and prepare. The Party Crashers followed Pinkie to Sugarcube Corner and up the stairs into her old room. A.B. spun and bucked the boards off from in front of the windows, splintering them to pieces. After pushing the remaining pieces off, one by one, they stepped out onto the crooked roof and readied themselves for an attack from the far side of the second story.

Shining Armor and several of his troops ran ahead to Ponyville's old market square. He and three others galloped on and ducked behind the decrepit Town Hall while a pair of his earth ponies hid below the cracked and moldy stone statue in the center of town.

Applejack and Commander Derpy, along with half a dozen others, sprinted in the direction of Golden Oaks Library. Halfway there, however, the sound of overhead fire halted them in their tracks. Quickly, they slammed their backs against the wall of the closest building and held their breath as the first of the jets flew by. Barely a second later, four more in a pack zipped past them as the swarm invaded.

Half of the fleet banked left and the other right, intent on covering as much of the city as their numbers would allow. A pilot that headed right spotted a group of four of the enemy below running between a pair of homes and fired a missile in their direction. It plowed through the fragile wall of the closer building and exploded, the blast smashing them into its neighboring residence and the shrapnel tearing into their flesh. They died instantly.

First blood was drawn.


Repeated bouts of gunfire echoed loudly outside while three mares and a dragon looked toward the roof of Carousel Boutique with unsure and nervous looks.

"OK, something's going on out there, and I'm not going to just sit on my flank and do nothing! That sounded like an explosion, and things don't just blow up for no reason!" Rainbow snarled.

"It sounds like that bunch of planes flying around out there again," Rarity remarked. "I just can't believe they'd send an entire fleet just to look for the two of you."

"Me either. How would they have even known we were here if they were after only Rainbow and I?" Twilight wondered and shrugged. "They saw us duck into the Everfree Forest but we didn't see anypony overheard when we came out."

"Rainbow, there's a hole in the roof upstairs in Rarity's old room," Spike said. "Why don't you go check it out? Just be careful. Don't want to be spotted."

"Right," she said, bolting off as fast as her wings could take her. She returned less than a minute later. "There's a bunch of them. Could be the ones who followed us. They're tearing up Ponyville!"

Twilight's brow furrowed as she tried to piece together the reason for the planes' reappearance. It suddenly came to her and she gasped.


"What do you mean?"

"It has to be the rest of the resistance! They're probably in town now and are under attack!"

"What can we do to help?" Rainbow asked.

The wheels turned in Twilight's head and a confident smile slowly formed. "Spike," she said with authority, "I need you to nail me and Rarity."

Rainbow's wings popped up in surprise while Rarity and Spike shared a confused glance. Their faces went a bright shade of crimson. Twilight noticed their perplexity and barely held back facehoofing.

"Operation: Joystick, Rarity? You remember?"

"Ooh!" she and Spike said together as the unicorn breathed a sigh of relief. "We've still got what we need in one of the dressing rooms for that. Let me go get them," the dragon said, the redness finally fading away. Sounds of plastics hitting the floor and klinks of metal spoke up from behind the double doors. Once he found what he was looking for, Spike lumbered out with several horseshoes in one hand and a hammer in the other.

A purple glow lifted them from his grasp. Twilight squinted with focus as they floated in the air in front of them. Rarity took hold of four for herself. Sparks and small bursts of electricity flew off the shoes as they casted the same spell.

"You better grab a couple radios too, get them hooked up to our frequency, just in case," the lavender mare said, addressing Spike. With a simple nod, he headed into the leftmost dressing room and searched.

"OK, what in the hay is 'Operation: Joystick'?" Rainbow asked, as bewildered as ever.


Panels of wood and plaster flew off Town Hall over Shining Armor's head. A pair of planes dashed by and he and his friends fired in retaliation. A few sparks flew from the jets, but not enough damage seemed to have been done. They turned back around for another pass and took careful aim.

General Armor's pink force field appeared around his small squad as deflected the bullets shot at them, but the missile that collided with his barrier proved to be just too much. He was knocked to his flank, shaken, but otherwise alright. His bubble had shattered and they were suddenly very vulnerable.

As he stood, his troops opened fire again as a twin trail of bullets ran along the ground in front of them. The General and two of his pegasi comrades jumped out of the way as the others were torn to shreds. He growled at the enemy as they raced past. With their cover gone, he waved at the pair to follow him. Giving themselves some cover fire, they hurried into the thick heart of Ponyville. The two earth ponies shooting at various jets from near the statue joined them.


A.B. reloaded a rocket launcher that Pinkie had pulled out of nowhere and aimed it at an oncoming jet. A faint blue aura encircled the projectile as it was sent away. It followed its target, guided by Belle's magic. After a short chase, the rocket crashed into the plane's nose and detonated. The pilot was blown apart and the war machine crashed into one of the many abandoned homes.

Pinkie hoisted her PC 9000 onto her shoulder with a loud grunt and blasted another jet that got too close out of the sky. The pegasus that sprang from the cockpit was promptly shot and killed by Loo. After pulling a grenade from her vest and lobbing it past another nearby plane, missing just barely, she said, "We're getting killed out here! There's too many of them!"

"Then we're going to make them remember us!" the pink pony cried out, firing the cannon again.

Belle swung her head back and forth, searching for more fighter planes to attack, when she spotted something quickly from the corner of her eye. She did a double take and her froze her gaze, facing east.

"Look!" she yelled joyously.

Her three friends spun around and saw a familiar purple sight carrying two mares wearing flying goggles below him and a third flying beside him.

"It's Spike 'n Rarity!" A.B. shouted.

Pinkie confidently smirked at the sight. "Thanks, Twi," she said under her breath.

As Spike entered the fray, he turned to Rainbow, "Get with the others and do what you can from the ground. We'll handle them up here."

"I'll go meet up with the Party Crashers, see what I can do."

"Good. Go!"

As the blue pegasus broke away, Rarity and Twilight scanned over the separated packs of jets while Spike dodged occasional gunfire. It had been a while since he had been in the middle of such a large skirmish. His blood was pumping furiously, and he could almost feel his senses sharpening. A subtle change of direction a plane took from behind him didn't go unnoticed. It almost felt like he could see the bullets racing toward him as they were fired.

"Over there!" Rarity exclaimed, pointing to a small group of planes to the southwest. "That'll do nicely."

With a nod and a flexing of his metal wings, Spike dove toward the pack, making sure to stay above them. As they rapidly approached, the dragon kept his eyes on the two jets farthest to the back.

"Get ready, and.. " Twilight anticipated, "now!"

By her command, Spike released the unicorns, one after the other, and they fell quickly toward the enemy fighters, their legs extended out. Not sure of what he was doing, the pilots made no effort to get out of the way as they watched the behemoth drop two of his closest friends into their path.

With two sets of loud clangs, Rarity and Twilight landed on top of their respective planes hooves first. The pilots looked behind themselves as best they could and saw nothing from their vantage point. They turned to each other and saw the unicorns sticking to the roofs of their rides.

"She's on top of you!"

"Yours too! Shake 'em off!"

Rarity suddenly found herself spinning around repeatedly as her escort barrel rolled. She fought back the slight nausea and focused on her task, moving one slow hoofstep at a time toward the nose of the plane. Though it was a bit difficult lifting each hoof off the metal thanks to Twilight's magnetism spell, she was able to maintain a brisk pace and approached the front as fast as she could.

Twilight found herself in a predicament as the pilot she was trying to get to was banking back and forth as hard as he could trying to shake her off. She wasn't going to slide off, but she also was having an exceptionally hard time trying to move. She cursed at herself for not being given enough time to recovery physically. If she could walk without trouble, it wouldn't have been a problem. Her horn came alive, and it wrapped its magic around her hooves. With a strong tug, her left hind leg popped off, allowing her to take half a step, before gluing itself back to the metal. Little by little, she pushed her way forward.

After a few minutes of fighting against the terrible winds and twirling of metal, Twilight and Rarity found themselves looking through the amber panels of glass that housed the cockpits. Focusing their magic, they grabbed hold of the pilots' forelimbs and forced them to do their bidding. The first thing they did was straighten the planes out.

Panicking, the pilots struggled against their masters to no avail and called out over their headsets for help. Before they knew it, they were being forced to pull their jets alongside each other. Their controllers glanced at each other from a distance and grinned knowingly. The pilots did their bidding and the pair turned to the left hard, charging full speed at a group of fellow planes.

Pulling the jets slightly and aiming ahead, a pair of missiles suddenly flew from under their wings. They flew into the group and decimated two of the targets, sending the metal scrap careening to the ground and throwing the others slightly out of control. They managed to stabilize their flight patterns and their leader into his mic.

"68! 71! What in Celestia's name are you doing?!" the group's leader yelled.

"It's not us! It's these two on our roofs!"

"We can't control it! Take evasive action!"

"Roger–aah!" he screamed as a large purple menace pounced on top of his nose and smashed through the glass, turning the pilot into paste. Spike grabbed what was left of the pegasus and threw it viciously at the cockpit of the plane in front of him. The stallion's remains splattered all over the glass, obscuring the pilot's vision. The sudden collision with her teammate's body caused her to lose just enough control and bump into another jet.

As the chain reaction took place, Spike took to the air and dove down hard with his claws extended and wings folded completely in, ramming his body through the meat of the plane. It split in two and fell to the ground. The plane's pilot ejected before the front half could blow only to hit by the full force of another metal monster. Before she could even think, her body was shattered and she tumbled like a rag doll.

The powerful dragon swooped down and snatched up the back of the destroyed fighter jet. Grunting, he spun around and hurled it at an approaching enemy. With a loud crunch, it embedded itself through the underbelly, knocking the jet's systems completely offline. Not wanting to make the same mistake his comrade made, the stallion waited until he was low before bailing out. The dead machine demolished an old store below. Thinking he was safe for the moment, the pilot flew on into a nearby alley, where he found Applejack, Derpy and a few of their friends. In an instant, they turned and ended him.

Satisfied with disrupting the first of the groups of flying enemies, Spike climbed into the sky and went off to the next batch, letting Twilight and Rarity unload their mounted miniguns into the squad in front of them. Despite trying to regain control and shake the unicorn pair, it didn't take long to rip through the last of them and send the planes plummeting to the earth. With nearly a third of the original fleet now destroyed, Rarity looked to Twilight and then toward Spike, nodding to follow him. Twilight agreed and they chased after their scaly friend.

As Spike caught up with his next victims, Shining Armor and several of his troops had found a safe spot on Stirrup Street beside a two-story home. A quick glance into the road showed the General bodies of fallen companions. Squinting, he slowly turned his head, scanning for the sounds of approaching enemies from overhead. For the moment, the nearby area seemed quiet. As quiet as a war zone was going to be, at least.

General Armor took three steps away from the wall and looked at the rooftop. There didn't appear to be any holes from their side. Taking one last look around for enemy fighters, he turned to the pegasi who survived their initial, deadly encounter with Celestia's air force.

"You two get me up to the roof. I've got an idea."

He stood up on his hind legs as the pegasi each wrapped a forelimb around their necks. Straining slighty, thanks to Shining Armor's girth, they flapped hard and got into the air. They set him down gently on the thatched roof once they reached their intended destination. Not wanting the roof to collapse, Shining Armor slowly, carefully laid down with his friends following his lead. He crept forward and reached the pinnacle, peeking straight ahead overtop as his comrades watched their flanks.

They spotted Spike clawing at a jet to the north and the pair of magical hijackers following not far behind him, shooting others out of the sky. From the south, a second group of attack planes were circling around and were heading in their general direction. Shining Armor was shown that they were approaching and twisted his neck, cracking it.

"Hold onto me. This is probably going to throw me for a loop and I don't feel like falling off of this thing," he instructed.

They nodded, grabbing onto his limbs and shoulders tightly. He waited patiently for the airliners to get close. When they were in range, he hoisted himself up and raised his horn at them. It glowed, and a dark pink beam of magic shot out, culminating into a point and extending itself outward into a wall. The first four of the eight jets zipped by before it was completed. The next pair barely managed to avoid crashing, but the final two slammed head first into the barrier.

The impact blew Shining Armor back hard, and his supporters went with him, tumbling off the roof. The pegasi held on as tight as they could and flapped aggressively, desperately trying to slow the fall. It was just enough, and the earth ponies and unicorns below were able to catch them, albeit rather roughly, landing hard on their flanks and backs. The group rolled off each other and gave General Shining Armor some room. Aside from a few scrapes and a new, throbbing headache, he was otherwise alright.

Atop Sugarcube Corner, the Party Crashers were having limited success, aside from Pinkie with the PC 9000. At such high speeds, even managing to hit a jet with a few rounds was proving rather difficult, and they had used up the few rockets they brought with them.

Frustrated at the low kill count, Loo snorted angrily. An idea came to her and she slid the strap covered in grenades from her torso.

"Belle, hop on," she commanded.

Not questioning her, the unicorn climbed aboard. Throwing caution to the wind, Loo bolted into the sky as Belle held on tightly. They charged head first into a group of oncoming enemies, and Belle erected a light blue cocoon around them. Loo held up the grenades for Belle and pointed at them.

"You think you can keep this open?" she asked.

"You mean spread out like a circle? Yeah, wh.. ooh! I see what you're up to. No problem!"

The strap floated on its own, dashing alongside the pair as the jets quickly closed in. Sparks flew and bullets ricocheted off their shield. Concentrating, Belle quickly removed the pins from the grenades and mounted the strap onto the nose of the first plane that rushed by. They pressed forward, narrowly avoiding the following fighters and exited the group from behind. The orange mare stopped suddenly, turned around and hovered. A few seconds later, the grenades exploded together, leaving a noseless plane plummeting to the ground. His comrades climbed out of the way, almost getting lost through the smoke bellowing from the wreckage.

Loo and Belle gave each other a celebratory hoofbump and rejoined the Party Crashers.

"Not a bad move, Loo," Rainbow said, "but what if you need some grenades later?"

"Meh, I'll deal with it then. Still got a few more of these maggots to take down."


From the highest spire's balcony in the Royal City, Celestia observed the battle through her telescope. As one jet after another fell to her enemies, the sneer on her face grew. She watched a large purple dragon's fire slowly melt through the metal skin like a hot knife through butter. A white unicorn with a purple mane and tail was somehow standing on the roof of another as it raced around and shot at its own. She gritted her teeth hard when he saw another jet being ridden by an all-too-familiar lavender pony with a flaring set of stars for a cutie mark.

The Princess, frustrated, lifted her face from the telescope and sighed. She already knew how things were going to turn out in Ponyville. She opened her large, off-white wings and glided down to the front entrance of the castle. The guards outside knelt as she entered as well as the ones inside as she passed.

Ignoring the numerous gestures of respect as she went, Celestia made a beeline for the control room and found herself at the communications desk. She levitated the microphone to her regal lips.

"Shell Shock, this is your Princess. Proceed with Defense Plan: Delta as instructed. I need you to begin immediately. Meet me outside the castle gates as soon as possible with everything you need," she instructed over the loudspeakers.


Fifteen minutes had gone by, and Shell Shock and his crew approached Celestia from the rear. On the backs of the pegasus and the unicorn underling were saddlebags filled with sticks of dynamite and a large roll of thin copper wire. Shell Shock himself hovered a plunger beside his head, and his own saddlebag had various digging tools inside. The earth pony of their group also had with him pickaxes, shovels, and hammers with chisels. Strapped to each of their shoulders was a walkie-talkie.

"Ah, you're here. Excellent. You all know what Defense Plan: Delta entails. I want you to set it up in the tunnel closest to Canterlot," Celestia said.

The four stallions shared a curious glance. "Begging your pardon, Your Highness," Shell Shock replied, "but why so close to the Royal City? Why not further out?"

"Any further out and you may be spotted. Plus, Derpy has been marching her troops for the better part of a day, and are currently fighting, and winning," she scowled and looked away in disgust, "against a fleet of attack planes. It's a long march from Ponyville to this location following the tracks. They'll be tired and weary and unable to react in time before they're all destroyed. Even if they somehow survive, Colonel Trixie and my troops be standing ready outside the gates fresh. There will be nowhere they can go."

"An excellent strategy, Your Majesty," Shell Shock said, grinning menacingly. The Princess reciprocated. "Anything else you need for us to do?"

"Yes." She dragged a hoof through the dirt, drawing a picture of a mountain with two holes for tunnels on the sides. "You'll need to carve out a small alcove underneath the tracks on this side of the mountain and wait until Derpy is in position. Shell Shock, I want you to be the only one in the alcove," she addressed him, tapping on the ground where she wanted her orders carried out.

"On the far side of the tunnel here," she drew an X on the opposite side, "I'll need you to cut another small hole for the rest of you to hide in. Don't dig this one directly under the tracks, though. You may be spotted that way. Dig a few paces out of their line of sight.

"Once you hear the last of Derpy's troops enter the tunnel, sneak out and give Shell Shock the signal when you've seen that they've gotten far enough inside. Do what you can to get out of there as quickly and quietly as possible at that point and return here. Are there any other questions?"

The stallions shook their heads. Celestia cocked her head proudly and unconsciously displayed her wings.

"Good. Get started immediately. Every second counts."

Shell Shock and the others saluted quickly and galloped off as quickly as their legs would take them.


Rarity fired the last of her captive's missiles at the last of their enemies in the air. Nothing but flames and scrap were left upon impact. She and Twilight flew up alongside each other. Remembering what they had done in times past during Operation: Joystick, Rarity motioned at Twilight, shooting her hoof upwards twice, meeting the imaginary lines to at a common point. Spike knew what to expect as well and hovered below them. Twilight nodded and the two unicorns banked their jets far, far away from each other.

They kept an eye on each other as they circled around and began ascending at a sharp angle. Still manipulating the pilots, they flipped the jets upside down and forced the ejector seats to activate, shooting the pilots out rapidly toward the ground. Spike charged at the enemies as they tried to adjust themselves, slashing his powerful claws through their flesh. He shook the entrails off his hands as best he could. He wouldn't want to get blood on his angel's exquisite coat.

The two jets raced toward each other. Twilight and Rarity watched intently as the distance between them closed. Simultaneously, the glows from their horns intensified, causing their hooves to emit small sparks of electricity. Suddenly, their magnetic grips were released and they went into freefall. Four seconds later, the planes collided in midair with a violent explosion.

Avoiding the mangled metal crashing to the earth, Spike snatched up Twilight and zipped over to his love, catching her with kid gloves. The three squeezed each other tightly, overjoyed that they were together again and kicking flank like nothing had ever changed.

They flew over Ponyville, greeted by cheers and whoops where they went. Spike and Rarity nuzzled their heads together and looked into each other's watering eyes. Despite everything they did after Twilight had been shot, Derpy's army was thrilled to see them fighting by their side again, and it made their hearts beat with joy. A moment later, they were joined in the air by a rainbow-maned pegasus.

"So that's the kind of thing you guys used to do out here, eh?"

Twilight giggled. "More or less."

Rainbow Dash smirked and slowly nodded her head, thoroughly impressed. She gripped her radio and pushed the button, "Commander, where do you want us all to meet up now that it's over?"

A brief moment passed. "Everypony meet up by Town Hall."


Derpy and her forces sat together by the old government building, exhausted. Twilight was looking over Shining Armor, who hadn't be hurt because of his stunt. Applejack had received a moderate scrape across her side, but was otherwise fine. The Party Crashers were unharmed. Spike and Rarity stood beside the Commander, who was skimming over her remaining troops. She didn't do an exact head count, but she could see that she had easily lost a quarter of her ponies. She closed her eyes and grimaced, upset that her numbers had dwindled, but grateful they could still press forward.

Sighly deeply, Derpy turned her wobbly golden eyes to the two old newcomers at her side. Embarrassed and remorseful, they averted their gazes away from their former commanding officer, fearing the worst now that she was in front of them. Biting his lip, Spike instinctively grabbed onto his tail and twisted it.

Feeling the weight of Derpy's stare, they eventually found the courage to look back at her. After a quick glance at Twilight, the blonde pegasus faced the pair and finally spoke.

"Seems you guys haven't lost your touch."

The lovers cracked nervous, quivering smiles which disappeared as quickly as they formed.

"Thanks for saving our flanks out there." She saluted the pair, as did the rest of her army after her.

The white mare felt tears forming. She didn't feel any of their gratitude was deserved. "Derpy," Rarity said, pausing to let her eyes fall, "a.. a-about what happened.. w-w-we– "

"I'll worry about it later. But first, we have a mission to see through. Interested in tagging along?"

Spike and Rarity shared a relieved glance with each other and then found Twilight in the crowd, beaming at them with pride. A single tear ran down her ivory cheek.

"Yes. Yes, we would."

A thankful nod and coy grin later, Derpy craned her head and inspected her troops. It was obvious they were tired and probably sore. They had been in two battles in a little under three days, but they were far from done.

"Alright, fillies and gentlecolts. I hate to do this, but break time's over. We've still got a castle to storm. Rainbow, you still carrying Twilight?"

"Yes, ma'am."

"OK then. Move out, everypony!"

Chapter 31

View Online

Princess Celestia watched as Shell Shock and his crew disappeared into the distance. She glanced in the direction of Ponyville, though she couldn't see it, frustrated at what had just transpired. A few dozen of her pilots were most likely dead and their planes in piles of metal scrap amidst the town. To make matters even worse, Spike, Rarity, even Twilight Sparkle all had returned and resumed showing her why they were always a feared force on the battlefield. Though she wasn't sure if they fighting had ended or not, she suspected that she already knew the result.

Turning back to the castle, she marched into the command center. She hadn't seen Colonel Trixie since the day before and needed to speak with her. Her horn lit and the microphone found itself in front of the Princess.

"Trixie, report to the control room immediately. Those of you in my alpha unit also come see me. We need to talk."

Setting the mic down, she stepped outside and waited patiently in the front lobby. It wasn't long before the aging blue mare and the near one hundred stallions and mares in her elite squad arrived. They filed rank in front of her without saying a word. Celestia looked over her top troops and very quietly sighed. She remembered when her alpha unit took up more room than the lobby of her castle had. Now, her numbers were suffering.

The war had taken its toll on both sides pretty badly. In a way, she was almost glad Derpy was marching right to her doorstep. If things kept up the way they had been, she wouldn't have a kingdom left to rule over. If she could eliminate the leaders of the resistance, she'd be one large step closer to taking back total control of her land.

"Fillies and gentlecolts," Celestia began, "the enemy has been spotted in Ponyville. They're headed this way as we speak, provided our air force failed in their mission to destroy them." Trixie averted her eyes and bit her lip at the suggestion.

The Princess continued, "If that is the case, they will be following the train tracks here. Right now, Shell Shock is on his way to set a trap for them. If that should fail, I need you all ready to defend the entrance beyond the train station at all costs. Trixie, I will want you to lead the defense. If Commander Derpy's forces aren't tired from the fighting they just did, they will be once they start making their way here. It's a long walk from Ponyville to Canterlot.

"In the meantime, you will be preparing for battle. Get whatever you need and meet back here in one hour. I need to look over a few things before sending you out. Dismissed."


As instructed, Celestia's alpha squad, along with Trixie, returned to the lobby and waited stoically for her return. They were decorated mostly the same: Chains or clips of ammunition strapped over their shoulders or holstered in a strap around their waist, assault rifles across their backs, others had grenade launchers. A hoofful of them brought binoculars. Since they were to be defending a small area, they decided against bringing hoofheld radios. A few minutes later, their alicorn leader approached the group.

"I need four pegasi volunteers," the Princess said bluntly. In an instant, several raised their hooves while others flew a few feet overhead. She made her selections, three mares and a stallion, and they flew to the front of the group.

"You will keep watch from the train station until the trap is sprung. If you can see that Shell Shock and the others will be able to make it back to you, wait for them to arrive and then return to the others. Get them some weapons if they make it back with you. If they don't make it, then retreat early. Understood?"

"Yes, ma'am!" they said in unison.

"Good. Move out." With that, the four departed out the front. "Now, you four," she pointed to four stallion earth ponies at the front of the pack, "you will come with me. If they are still somehow able to infiltrate the castle, I suspect I know where they intend to go."

"Where would that be, Your Majesty?" Trixie asked.

"To my prized possession. It's the only reason they have been able to sustain themselves this long. If that moron Blueblood hadn't allowed himself to be used by that witch, Rarity, they would have never gotten their hooves on the information I was able to get from it," Celestia explained, squinting angrily. "They may still want to repossess it and use any secrets it may still hold to try and undo everything I've worked so hard for. If they're able to get to it, we'll never be able to achieve peace. I can't let that happen. You all have your orders. Now, go."

Her elite squad, minus her new personal guard, filed out of the lobby. Once the last of the soldiers had left, she and the earth ponies climbed the staircase to her right and followed the hallway to another column of stairs. After escalating three more columns of stairs, they found themselves at the beginning of a long corridor. Nearly fifty feet in front of them was another hall to the right with a red carpet running along the floor. Ahead of them was a double door on the left, about ten paces past the carpet, leading to Celestia's seldom used bedroom.

She paused and glanced to her right at the massive, decorative set of double doors on the wall. On the other side and deeper in stood a blue metal box where a royal throne used to be. Celestia had spent many days and nights trying to force her way into the TARDIS with absolutely no results after The Doctor was rescued decades ago. All her magic couldn't even so much as scratch the exterior. At times, she almost regretted vaporizing him. But, she had all the time in the world. Sooner or later, it would crack. It had to.

Celestia took a deep breath and continued ahead, approaching the doors on their left. It glowed a sparkling gold and opened on its own. The torches lit by the Princess' will and they walked inside, leaving the doors ajar. Spiders and insects disappeared into the dark corners and cracks in the wall at the appearance of light.

Her large, decadent bed was in shambles and as unkempt as her mane. The throw rug beneath had fallen victim to age and several strands of thread had come loose, leaving small holes and tattered ends. A mirror laid beside her night stand on the floor in pieces. A bright royal red sofa with golden colored woodwork sat against the far wall, covered in a thick layer of dust. Silky pink and lavender curtains hung over the cracked glass doors leading to the balcony and were barely hanging onto their foundations.

As the alicorn and her guards walked through the disastrous room, the curtains came to life and slid to the side. The doors opened and exposed the balcony to them. Celestia stepped outside and the earth ponies turned around to face the hallway outside, prepared for any intruders. From her vantage point, the Princess could see Trixie and the elite forces stationed below, camped outside the dual rounded staircases that led inside. In the distance, she saw the train station and, beyond that, the final tunnel in the mountain that led to Canterlot. She hoped Shell Shock would be finished before long.


A few hours had gone by before Derpy had encountered the first of the several tunnels in the mountain. As they approached, they hugged the walls tightly and held their breath. Undoubtedly, Celestia had plans for them. It was only a question of where.

The cross-eyed pegasus leaned against the mountainside and stealthily peeked into the darkness ahead of them. She lifted her machine gun up and fired off a few rounds into the tunnel. Once the echos died down, she looked again. There wasn't any indication of sound or movement. An idea came to her and she looked around on the ground for something flammable, but found nothing. She noticed a rock beside her and decided to shift the plan around slightly.

"Twilight!" Derpy hissed. "This rock here, pick it up and throw it in there, but don't drop your magic."

Nodding, the unicorn climbed off Rainbow Dash and wobbled over to the entrance of the tunnel. She levitated the stone and hurled it as hard as she could. The two mares watched intently as it landed on the tracks. The bright purple glow lit up the entire tunnel, but there was no sign of anything. Derpy put a hoof on Twilight's shoulder and nodded once, and her horn reverted to normal.

"I'm going to need you to do that before we go into each one of these, Twilight. Might as well be safe." The Commander turned to the others and spoke up. "Unicorns, I want you to light these tunnels up like the sun when we're going through them. Pegasi, Spike, I want you all flying overhead and scanning for any airborne threats while we walk through. If you don't see anything, wait for us at the exit. Rainbow, stay with me on the ground for Twilight."

"Understood. Come on up here, girl," she said, laying down and receiving her passenger.

"Let's go."


Four grueling hours had gone by, but they were closing in on Canterlot nonetheless. Each entrance took several patient minutes to look over before they continued in, but they had been strangely lucky so far. However, it brought no comfort to their leader.

"Commander," Rainbow said as they entered yet another cavern, "I was thinking. I know Celestia's the reason we're fighting and all, and I know you said that TARDIS was in Canterlot."

"Mhm, in her throne room."

"Well, what was your plan? Did you want to go after Celestia first or take out the TARDIS like The Doctor wanted?"

"Celestia. Why?"

"It just seems that the TARDIS would be the more important target in my opinion."

"The TARDIS isn't going anywhere, Rainbow. Celestia is," Derpy said with a hint of authority.

"But we might be. That's the thing. What happens if we go into Canterlot, find Celestia, and we fail to take her out?"

"The TARDIS is practically impossible to get into, save for a few ponies."

"You mean like somepony who's carrying the Screwdriver? What would happen if we all die and she finds that thing on me? She's not stupid. She'd figure out what it could do eventually, and then she could get more information and use it against Equestria! Didn't you also tell me that it can travel through space and time?"

"Through space, yes. The Doctor made it forget how to travel through time."

"That's still more than Celestia should be allowed to do, though. If she's able to figure out how to make it travel around, no matter what kind of security it may have, we don't know if she would intend to spread her idea of peace around to other planets. She is immortal, after all. Even if it took her another thousand years, who's to say she wouldn't be able to eventually make the TARDIS do what she wants it to with her magic?"

"Rainbow does make a decent argument, Commander," Twilight chirped. "I'll admit that I don't know nearly as much as you do about the TARDIS, but I'm starting to think it may not be a bad idea to destroy it before finding Celestia, too. Even if she somehow escaped, we'd still eventually find her. The possibility of leaving the TARDIS with her is just bad."

Derpy rubbed her chin and squinted, deep in thought. Both strategies had their strong points. She stopped her march and played out in her mind what The Doctor would do and say. Most likely, he'd be looking at the bigger picture. Equestria was a wonderful place to live before Celestia declared war, but cities can be rebuilt. Entire planets was a different matter altogether, especially when they weren't your own.

The Doctor had told Derpy stories in the past of his adventures when he first arrived and they went off on some of their own. At times, his tales involved a situation where preventative measures that were taken had saved the lives of many more places and creatures than an immediate response would have. It was about the greater good. Now, before them stood the very real possibility of an immortal goddess eventually figuring out how to use a TARDIS as a worst case scenario.

The blonde mare wasn't about to let that happen.

"Change of plans, then. Party Crashers, Applejack, Rarity, get over here," she called out. They listened closely when they arrived. "If.. no, when.. we make it into Canterlot, Celestia is now our secondary target. The Doctor wanted us to destroy his TARDIS. Rainbow Dash here came up with the suggestion, and she's right. If we should fail, we have to make sure she's unable to use it. If she was ever able to, I can't imagine how far her notion of peace could reach. Hell, all of existence could be in danger if that were to happen."

"Commander," Shining Armor spoke up, "what would you need me to do once we arrive?"

"I'll have you and the others scour the city and clean things up while the Elements, the Party Crashes and myself head to Celestia's throne room. I'll have Spike go with you too. We may need the space in there and he takes up a lot of it. I'll let you tell him once we're there. The rest of us will have to be fast and I don't know if I'll be able to give the order."


"Alright. Thanks, Rainbow," Derpy said with a smile. They resumed their march and came up to the waiting pegasi and dragon at the end of the tunnel.


Ninety-five minutes went by, and the rebels arrived at the opening to the final hole in the mountain. On the other side was a clear path to the train station and then Canterlot. They went through the routine they had gone through with the previous seven openings. A sparkling purple rock flew into the cavern, exposing no signs of trouble. After skimming the innards of the cave closely, the army advanced on foot and overhead as usual.

The last of the Derpy's ponies went inside. A sudden distinct lack of hoofsteps walking across gravel and wooden tracks tipped off Shell Shock's three friends. The pegasus just barely stuck his nose out from their hiding spot on the side of the mountain and saw no sign of anypony still approaching or directly overhead. He left the group, flapping quietly and landing as softly as a feather outside the tunnel. He peered inside and saw the multicolored bright glows coming from the horns of the many unicorns.

With a wicked smirk, he tapped his radio, "Shell Shock, be ready in ten," he whispered. He did not expect an answer back.

Derpy and her forces were about halfway through and saw their friends waiting on the far side. Twilight had been lazily scanning over the smoothed out walls as she thought about the inevitable fight only a stone's throw away. A sudden, stringy flash of light near the almost twenty foot ceiling caught her eye. She blinked, believing she was imagining things. She squinted hard and more singular bursts of light appeared. They almost appeared to be reflections, but she couldn't figure out what could be doing such a thing.

There was a faint crackle. Several specks of dust and gravel fell and landed on Rainbow's and Twilight's heads. The pegasus stopped and looked up, annoyed and confused. More dust fell and landed in her face, causing her to growl and wipe her eyes.

"Derpy, stop," Twilight said quickly. "Up top."

The Commander responded immediately and noticed a wiry sheen. She guided her gaze down one of the culprits she spotted and found numerous, round sticks jutting out from various points carved into the roof. Her body jolted and a gasp escaped.

"Fall in to me, now!"

A few seconds later, a chain of blasts brought the tunnel down on their heads.

Chapter 32

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Spike and the pegasi jumped back in horror and screamed as the tunnel collapsed in front of them. A large dust cloud flew out of the hole, blinding and gagging them. By the time the dust settled and they rubbed their watering eyes clean, Celestia's saboteurs had darted past them and were too far away to catch.

A few of the pegasi shot at them as they escaped, but thanks to their still-cloudy vision, nothing hit. Spike bared his teeth, ready to give chase, but caught his allies digging hastily at some of the smaller bits of debris in front of them. Snorting in frustration, he forgot about the enemies and grabbed onto the larger boulders that he knew the pegasi wouldn't be able to lift, flinging them out of the way. He begged under his breath that his friends were alright.

Beneath the cave-in, a lavender unicorn riding atop a sky blue pegasus was struggling against the massive weight just inches over their heads. Her horn was glowing vibrantly and sparks were flying off, burning out as fast as they appeared. Every muscle in her body burned as she used every last ounce of willpower she had to keep her friends and allies from being squashed.

Twilight had no idea how many ponies had made it under the relative safety of her shield and how many were a second too late, but as long as they were alive, there was still hope. One by one, as they realized they hadn't been instantly killed, they rose from their bellies and onto their hooves. Fortunately for them, Twilight's dome had prevented any dust from reaching them, otherwise it would have been likely that she would not have been able to maintain her focus.

"Help.. me.." she grunted to nopony in particular.

Instantly, a beam of magenta-colored magic met with hers at the point. Her brother planted his hooves and grunted, throwing everything he had behind it. The dome rippled with the added power. Slowly, the shield expanded upwards, but it wasn't enough. After only a few inches of growth, the two unicorns stagnated.

Derpy called out to the survivors. "Unicorns, every one of you give them support! Break through the roof if you can, doesn't matter! Earth ponies, start digging over there in case we can't!" she instructed, pointing in their original direction. "Hopefully we have enough air under all this to make it out."

The Commander joined the earth ponies, reaching through the force field and pushing the rocks they could pick up to the side. Numerous beams of various blues, whites, yellows, and greens came together as one over their heads. Straining, the unicorns pushed hard against the rubble threatening to end their rebellion for good. With every new bit of magic added to the shield, it grew in size.

As the majority of the rebel forces did what they could from the inside, Spike and the pegasi still clawed away at the rocks in front of them. They had made only a bit of progress, and they knew they had to hurry. There was no way of knowing if Celestia's forces were on their way nor how far in their friends were, if they could even reach them.

"Ugh! We're getting nowhere!" Spike growled, slamming a fist onto the wall of rocks. "I'm going to go check up top. Maybe whatever caused the cave-in left it weakened."

Not waiting for a reply, Spike sped away and found the middle of the mountainside. He carefully looked over the area, but wasn't sure where to begin. He had no idea if any of the grooves and ridges in front of him had anything to do with what had just occurred. With his anger and frustration growing by the second, he lunged at the stone structure and dug his claws in and far as he could. Hovering, he put all his strength into his back and slowly tore a chunk of the mountain away. He tossed the slab over the edge of the cliff and attacked again.

Piece after piece was ripped off and thrown to the wayside. With each second that passed, Spike and the others fell farther into panic mode. The hole he had dug was several feet across and deep, yet there was still no sign of breaking through. Suddenly, under his claws, a small crack split the crust and he heard the sound of stone crumbling below. Tiny pebbles and bits of gravel trickled down and disappeared out of his sight as the bedrock broke apart. Gasping, he called for his allies below to fly up and help him.

Their ears perked up, and the pegasi hurried up top. They found the dragon struggling, hoisting the largest boulder he could lift up to his chest. After he tossed it away, they helped him scoop up stone after stone until a faint pink light peeked through the cracks. The bubble slowly forced its way through with the two groups' combined efforts. Spike hurled the last of the larger rocks away with ease, allowing a solid beam of light to shine down on Derpy, Twilight and the others.

The hole widened as the unicorns below grabbed chunks of rock with their magic and carefully pulled them down, not wanting to cause another cave-in. Twilight maintained her shield with her brother's help and soon, the breach in the roof was wide enough for Spike to be able to fly down.

The survivors were huddled in a large clump, sweating and short of breath. He reached down and grabbed hold of four earth ponies first, lifting them to freedom and setting them down far away from the hole. His pegasi comrades swung down and picked up more of their allies. After several minutes, Spike finally scooped up Twilight, Rarity and Shining Armor, the last ones in the cave. As he vacated them, the siblings dropped their protective bubble, and the edges of the maw broke away, slamming hard onto the tracks below. When the hole had stabilized, the rebels let out a collective sigh of relief.

Derpy leaned over, exhausted and slightly dehydrated. She wiped her brow clean and looked over her troops. Every last one looked as if they had run a marathon, and their numbers were even smaller now. At least fifteen to twenty percent more of her forces had been crushed. She closed her eyes, dejected, and curled her lips in frustration. Celestia was more clever than she anticipated. The alicorn was systematically withering Derpy's forces away before they even got to the city. She jerked her head upward and lifted her rifle, expecting another aerial assault, but sighed again when she saw no evidence of one.

"C-Commander?" Twilight stuttered, about to pass out. "Now what?"

She gasped weakly for breath. "Once we're recovered, we.. we press on. I'll make her pay for this. For everything. I swear it."

After roughly fifteen minutes, Derpy could wait no longer. She ordered the troops to resume their march, and those who couldn't simply fly to the train tracks either slid carefully down the side of the hill or were carried. The unicorns who could blink to safety did so and helped levitate their companions to them. As horrifying and seemingly final as things just were, Derpy knew things were going to get worse.


It took nearly another thirty minutes to reach the train station on hoof. They knew Celestia was watching. How couldn't she be? They were on her doorstep. Derpy ordered her troops to fall in out of line of sight from the castle. She needed them fully rested since it was a short, straight gallop to the entrance.

After a quick survey of her soldiers, she glided up and spied their enemy over the train station rooftop. She could see Trixie and her squad ready, and several pegasi hovering. What made her blood boil was seeing the Princess standing on her balcony, ready to watch from her safe haven as more ponies fought and died because of her misguided hopes and dreams.

After returning to the earth, Derpy reviewed what she saw. "They've got several pegasi flying overhead and plenty of ground troops. If we hadn't lost so many, we'd easily outnumber them. Our first priority needs to be to take down the pegasi. We can shield the front without a problem, but if we take any hits from above, we're as good as done, and they have position on us."

"Commander, leave them to me and Belle. We can handle them," Twilight said. She turned to the white mare and smirked. "If she's up for it, that is."

"Are you kidding? Of course I am," she said, sharing a hoofbump with her fellow unicorn.

"Alright then," Derpy continued. "Now, there's practically no cover between here and there, so, Shining Armor, you'll lead the charge with your barrier. Do whatever you can to take them down hard and fast. Myself, the Elements, and the Party Crashers will head into the castle. Shining Armor, Spike, you and the others will storm the rest of the city. Stick together. Spike, I know you'd like a shot at the Princess, but we're going to need the room in the already tight quarters of the castle. You're simply too big."

"I understand, Commander." The dragon leaned down and nuzzled Rarity cheek. "You be careful, beautiful."

"You too, Spikey Wikey."

Derpy smiled softly as the couple gave each other their hearts. The fact they could find love during such horrid times and make it bloom gave her a shred of hope, despite what they were about to go through. She lifted her head proudly and saluted her troops for what she knew could be the last time.

"No matter what happens today, mares and gentlecolts, it's been an honor serving with you." They paid their respects to their Commander and returned the salute. "Now, let's get 'em!"

The rebels lifted their weapons to the sky and cheered. With a challenging roar, they stampeded around the station, General Shining Armor taking the lead. He erected a massive shield in front of them. The pegasi glided low, including Rainbow Dash with Twilight riding on her back. Derpy flew a few feet to her left. The unicorns levitated their weapons, peppering the battlefield with cover fire as they charged ahead. The enemy put up their own shields, blocking any incoming shots.

"Wait a minute," Twilight spoke up, "is that Trixie down there? She's leading this?"

"Twilight, focus! The pegasi first!" Derpy scolded.

"I know! But after the pegasi are dead, she's mine!"

"Just do what you're supposed to and you can have her!"

"Fine! Belle! Let's do this!" Twilight called out. The ivory mare nodded and with a pair of magic pops, they and their weapons disappeared.


"Here they come! Take them down! For the glory of Celestia!" Trixie cried out.

The stallions and mares above their camp fired down on Derpy's troops. The large magenta blockade prevented all but a few bullets from getting through, but those that did found random targets, killing them as they rushed forward. A pink and blue burst of magic suddenly appeared on the backs of two of the pegasi without warning.

Before they could react to what was occurring, a hoofgun dug into their cranium and unloaded a shot into their skulls. Before their bodies even began to fall, Belle and Twilight teleported to two new targets and repeated the process. Two by two, the pegasi were quickly eradicated. The bodies fell limply onto the troops below, causing them to jump in surprise and shake their defenses. When the last of the flyers' corpses landed, Belle blinked back to her friends. Twilight, however, appeared behind her age old rival, glaring at the showpony.

With their shields buckling, Spike dove out from behind Shining Armor's and laid a line of fire along the ground in front of them, concealing their approach and terrifying the enemy. Jumping through the flames, Derpy's army plowed into Celestia's, trampling the ponies on the front line.

Shining Armor lowered his shield as they decimated the first defenders in the group. Rarity's favorite pair of revolvers took down a resilient earth pony from point blank range. Applejack turned and bucked a unicorn in the stomach, causing him to drop his weapon. In one swift, fluid motion, she spun around and unsheathed her shotgun from her back and unloaded a buckshot into her enemy's chest. With a fast cock, she turned to her right and gunned another unicorn down. Pinkie slammed down her PC 9000 and blasted a hole in their defenses five ponies deep, leaving next to nothing of her victims. Rainbow raced overhead, risking being an open target, and sprayed a magazine of rounds into a row of troops.

Surprised by their ferocity, Celestia's elites toward the back retreated around the curved staircases and into the city. Outraged at seeing her elite squad almost instantly broken through and slaughtered, Trixie screamed at her cowardly troops. High overhead, Celestia sneered in disgust and headed back through her bedroom, her guards a step behind her.

Trixie took aim with her numerous weapons, ready to salvage some shred of victory against her aggressive enemy. Her faint magic was engulfed by a darker shade of pink and the guns were tossed away without her permission, making her take a step back in surprise.


The blue mare spun around and squinted angrily. "You! How dare you! This battle may already be lost, but I'll still take you out, if nothing else, Sparkle!"

The General bared her teeth but fell to her belly, the strength in her legs still lacking. The former entertainer laughed at her predicament.

"What's this? You can't even stand up? Hah! This is going to even easier than I expected! I'm not even going to waste any magical energies on you! It'll be so much more satisfying when I kill you with my bare hooves!"

Over her head, a sky blue pegasus took aim at the Colonel. "Don't move a muscle, Trixie! Give it up!"

"Rainbow, I've got this!" Twilight reprimanded. "Tell Derpy and the others to head inside if it's clear. I'll catch up!"

"But– "

"Go! I'll be fine."

Obeying, Rainbow met up with the Commander and passed on the word. Derpy issued her previous orders and her forces split up, leaving Twilight and Trixie alone among the bodies.

"Now," Trixie said, smirking, "where was I? Oh yes. I was about to kill you."

"Just to be fair, I won't use any magic either. Not that I'd need to with you."

Twilight lifted herself up and flopped onto her rump, sitting up straight. She waved a hoof toward herself, daring Trixie to attack. Furious for her mockery, Trixie roared and galloped at her hated foe. She took a wild swing with her right hoof, but Twilight fell limply to the ground and corralled their hind legs together, causing Trixie to fall hard onto her face. Twilight rolled to the side and quickly pounced on her enemy's back. She wrapped her forelimb around the Colonel's horn and pulled back on her head, punching Trixie in the jaw as hard as her weak limbs would let her. Almost immediately, her lip was split open thanks to Twilight's shoes.

Trixie struggled, trying to ignore the pain, but still got back to her hooves. She balanced herself and elbowed Twilight in the side of her neck, knocking her off and onto her back. The showmare lunged and gripped Twilight's throat, trying to choke the life out of her. In her physically weakened state, Twilight couldn't pull Trixie's hooves away. Instead, she gritted her teeth and slid a hind leg between them. But, no matter how hard she pushed, Twilight simply didn't have the strength to separate them. Thinking quickly, she wedged her forelimbs between Trixie's and forced her head back, breaking the grip.

With some room finally between them, Twilight drove her hind leg into Trixie's shin. Even though there wasn't much muscle behind it, her horseshoe connected with a sickening metal crack. Trixie shrieked in agony and fell to the ground, grabbing at her leg. The rebel rolled onto her belly and lifted herself up. Not wanting to be beaten, Trixie fought through the stinging pain and got up as well. She spat a glob of blood defiantly.

In a rage, Trixie threw a left at Twilight's head, easily parried away. A right was ducked. Trixie lifted her left again over her head to drive it down on Twilight's horn but received a pair of hooves to her open chest. She stumbled back a step and clutched her torso, the wind completely knocked out of her. Gritting her teeth, Twilight stood upright slammed a right into Trixie's face, breaking her snout. She fell hard to the dirt, blood coating her mouth. General Sparkle stood over Trixie triumphantly.

"A shame Celestia never bothered to teach you how to fight hoof to hoof. Unlike Derpy."

"I've.. still got a trick or two.. up my sleeve!" she growled, tossing dirt into her eyes.

"Agh! You little.. ! Ngh!"

As she brushed away what she could, a light pink surrounded Twilight's neck and she was lifted off the ground.

"S-So much for.. no magic," she snarled, teeth bared.

"Whatever! You're still done, Twilight Sparkle!"

"Go.. buck yourself!"

Her horn came to life and Trixie suddenly froze up, dropping Twilight. Shaking, Trixie grabbed her head and screamed. A second later, her skull burst open, blown to pieces by a rapidly expanding bubble. Her corpse fell limply to the ground in front of the victorious unicorn. Breathing deeply, she wiped bits of grey matter from her muzzle and looked toward the castle door.


Derpy, the Elements and the Party Crashers raced through the castle toward the throne room and the first of their two targets. They found and annihilated the control room just inside the entrance quickly and moved on. The few guards they came across faced a quick death. The Commander led her small group forward to the spiral stairs almost instinctively. She had only visited the throne room one other time, many years ago to rescue The Doctor, but the directions never left her mind.

After ascending to the narrow hall at the top of the castle, they found the red carpet to their right. Following it, they busted open the large double door and spotted the TARDIS ahead of them. Unfortunately, they also found Princess Celestia and her guards standing in front of it, aiming their weapons at them.

"Please. Come in."

Glaring, defeated, they stepped into the long room. The doors closed on their own behind them. From the rear, several more pegasi and unicorns took careful aim. The rebels' weapons were lifted into the air by the Princess and pulled apart, down to the screws and bolts. The scraps were tossed to the wall and forgotten.

"It's so nice of you to save me the trouble of hunting you down. I must admit, you all have given me quite the headache over the years. I'm so glad that the peace in Equestria I've been dreaming for will finally be realized," the Princess gloated.

"You're sickening!" Derpy bellowed. "It's because of you that this war ever began!"

"You had best watch your tone, little one. You have no idea what I've been through for this land."

"I know enough. I know that you crumbled under the pressure of leadership and, in the process, sent thousands upon thousands of ponies to their deaths! Did you expect ruling a kingdom to be a walk in the park?!"

"Believe whatever you want. All you need to know now is that very soon, you'll be reunited with your precious Doctor." She rubbed her chin gently. "It's too bad he's not alive right now. I would have to thank him for everything. If it wasn't for his magnificent machine and its records, I wouldn't have been able to create the necessary tools to accomplish all this."

The Commander squinted angrily at the mention of her old friend and whispered, "You're insane."

"Now, the only question left is who among you will be first. Will it be you, Derpy? The second-in-command who unwillingly became the rebellion's champion? Or perhaps you, Pinkie Pie? I still have that gift you gave me from the last time we met." She rubbed her long neck, glaring but smiling softly.

"Looks good on you," the pink mare mocked.

Dismissing her comment, the Princess continued. "How about the ever beautiful Rarity? If it weren't for you, the rebels would never have gotten their hooves on the blueprints for my equipment and stood their ground as long as they have.

"What about you, Applejack? Your brother decimated a legion of my troops as you all ran away the last time we came together in Ponyville."

"Ya mean when Pinkie nearly barbecued ya?" she asked, smirking.

Celestia sneered at the wisecrack. "Why should he be alone in his sacrifice? The reunion would be so touching."

Thirty feet over their heads, a previously invisible crack suddenly split open wide, a bright white light spewing forth. It was long enough to extend from one end of the room to the other. Celestia had yet to see it appear, as she was looking down at her enemy. But, Derpy and the other rebels saw it plain as day. They shrank away a step at the sight.

"Or perhaps I should begin with the one whose fault this all was in the first place." Rainbow suddenly gripped at a yellow ring around her throat as it pulled her close to the Princess, choking her. "I never thought I'd see you again, my little pony. You've put on some real muscle! Did you ever figure out how to flex anything upstairs?" The pegasus bared her teeth as her breath began to escape her. "Hmmm. Yes, it would only be right for you to be the first."

The Princess addressed her guards, "Once I've finished with this one, you may all fire at will. Any last words, Rainbow Dash?"

Their weapons suddenly glowed pink and were pulled away from their handlers, separating into their base components and being thrown away. An angry voice cried out from behind them.

"You didn't think Trixie was going to stop me from getting to you, did you?"

Rainbow fell to the floor as Celestia turned to find Twilight standing on top of the TARDIS staring daggers into her.

"Twilight! You made it!" Derpy cheered.

With a pop of magic, she disappeared and reappeared near the wall, facing the Princess from her side. Celestia and the guards near the unicorn jumped back as she burst into existence on the floor.

"I thought I may have beaten you here, but then I heard loudmouth here from behind the door. Figured it may be a good idea not to be seen right away," Twilight explained.

"Hm. Why am I not surprised that you were able to defeat the Great and Powerful Trixie?" Celestia pondered aloud. "I've changed my mind. You all take care of her friends, and keep them off me. I'll handle Twilight Sparkle. She was my biggest failure, after all. One that still needs to be corrected."

Derpy and her warriors took defensive positions. Celestia's guards, slightly outnumbering the rebels, growled and lunged forward at once. Rainbow took off and barrel rolled around an incoming enemy and bucked him in the back as he flew past. Rarity, preferring a hooves-on approach, ducked out of the way of a blast of magic, spun around and caught her hind hoof on the unicorn's chin. A moment later, she was tackled to the floor by a beige earth pony. The Party Crashers and their leader stood in two pairs back to back, tossing aside incoming attacks and retaliating with their own. Derpy took to the sky, but an agile earth pony brought her back down, headbutting her as they landed. He received a punch in the lip for his trouble. Applejack was holding onto a unicorn's horn while taking several blows to the gut. Getting angry as they danced, she twirled and slammed him to the ground, uppercutting him in the chin.

While the brawl went on, Twilight and Celestia stared each other down silently. The unicorn's weak legs buckled slightly, prompting the Princess to cock an eyebrow.

"You defeated Trixie and yet you can barely stand? Interesting. Though I am curious. Where have you been all this time? The last I heard, my imbecilic nephew shot you," the Princess asked.

"I was in a coma until recently. I felt the need to come back, say hello, blow some ponies' minds, literally. The usual."

"Hmph. It truly is a shame how things turned out, Twilight. You really did have such potential. Too bad your trust was so sorely misplaced."

"You're right. It was," the unicorn muttered. "I looked to you as a friend, a mentor, and then you turn around and try to kill us. Everything you taught me you smashed against the wall!"

"I wasn't the one who betrayed Equestria! I wasn't the one who sacrificed harmony for personal glory! That was your blue friend over there! I have no idea where she went or why, but considering how large her ego is, there's no doubt in my mind that it was to make herself look more important than she already was!" Celestia yelled. "We needed her, and she spat in our faces! How you can take her back as your friend is utterly beyond me!"

"Her disappearance was an accident!"

"And that changes absolutely nothing."

Twilight realized her old friend was beyond reason and stared at her, disappointed. "So, that's it. You really are gone."

"You know, Twilight, I am glad you were able to join us one last time. It's only fitting that you be present to see this ridiculous rebellion crushed once and for all. Once you and your friends are gone, it won't take long for me to bring peace back to Equestria. The way it should have always been."

The lavender mare glared, not bothering to dignify her with a response.

"And now, Twilight Sparkle.."

Celestia spread her wings and glided backwards in the air toward the wall.


Her long horn glowed.


Twilight's burned bright in response.


The Princess lunged her neck forward and fired a blast of magic.

Chapter 33

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Twilight snarled and fired her own beam of magic back at the tyrant. Their attacks came together violently in the center of the room, fighting for dominance. While Twilight pushed with what strength she could, Celestia seemed unphased though slightly surprised. She always knew Twilight was powerful, but not so much that she could stand up to her at all. The alicorn's yellow beam slowly pushed Twilight's back a few feet as Celestia put more energy behind the attack. Planting her hooves as hard as she could, the lavender mare stopped the approaching disaster a foot from her horn.

The Princess smirked at the desperate unicorn. "Not bad, Twilight. Even at the end, you still manage to impress me. I think once I'm finished here, I'll go deal with that backstabbing brother of yours. He did have a hoof in this rebellion, after all."

Her eyes snapped open.

"I won't let you lay a hoof on my brother, or anypony else ever again!"

Her mane and tail suddenly began to stand on end, lifted by a powerful surge of magic. Without warning, her coat changed from a light purple to an orange-white, and her hair burst into flames. Her eyes grew wide, turning a bright, burning red. With an explosion of raw power, her channeled spell doubled in size and rocketed back at the startled alicorn. Celestia sneered and flexed her magical might, stopping Twilight's onslaught only a few feet away. Tensing up, she strengthened her spell and gradually pushed back, returning their stalemate to the middle.

With a devilish smirk, she mocked Twilight again. "I wonder how powerful would you be if you were allowed to spend the last few decades studying instead of fighting? Though I suppose in a few minutes, it won't even matter."

As the titans clashed, Rainbow saw Rarity's predicament and dove from the sky at her attacker, ramming her shoulder into him and knocking him away. She followed through, grabbing his head and slamming it into the floor. Still holding on, she pushed herself off and somersaulted back into the air, spun back around and helped Rarity to her hooves.

The unicorn nodded in appreciation and looked over at the duel. "She can't keep it up forever! We've got to do something!"

Rainbow shoved her out of the way and throttled a guard in the jaw as he tried to ambush them. She quickly gripped him by the shoulders and kicked him in the stomach.

"I'm going in!"

"Rainbow, be careful!" Rarity cried as the pegasus sped off. A maroon colored pegasus suddenly swooped down and caught the posh pony in the cheek, knocking her hard to the floor. She rubbed the stinging away and found a trace of blood on her hoof. She gasped, then snarled and gritted her teeth.

Standing up angrily, she shot a look at her attacker that somehow didn't set him ablaze. "You stained my coat!" she spat furiously. "Do you have any idea how hard it is to get blood out of your coat?!"

Mustering every bit of strength inside her, she stomped up to the now terrified pegasus and punched him in the teeth. Three of them broke away and another half dozen cracked, thanks to the horseshoe she was still wearing. He collapsed, screaming and balled up like a scared foal. He saw Rarity ready to continue the beating and he threw his hoof up, crying and whimpering in pain.

She froze up and hesitated. Blood was pooling from his lips onto the marble. Glancing, she noticed the teeth that she just shattered and bit her lip. With a sigh and watering eyes, Rarity picked them up, and their owner, and levitated them off to the corner. She followed a quick step behind, not wanting to be jumped again. When they arrived, the pegasus was set down gently, and Rarity looked over him with remorse. She was starting to remember why she originally left the war to begin with.

"I'll.. make sure you get looked at if we get through this. Just.. just stay down. I've still got to help my friends," she ordered.

Shaking, he nodded and held onto his muzzle. The ivory mare ran back into the skirmish and tackled an earth pony off of Applejack. She made sure to remind herself not to do anything that could severely hurt her fellow ponies. There was only one monster in the room, and it wasn't her, any of her friends, or any of the guards really.

As the fighting continued, Rainbow had broken away from the pack and sped off toward Celestia. She had been caught by one of the Princess' unicorns and fought against the air to get free. Thanks to Apple Bloom overpowering her captor, Rainbow was finally able to resume her charge. She flew as fast as she could at the Princess, spreading her wings flat when she got near.

"I'll have to thank Spike for this," she said to herself, and rolled at the last second, slicing the razor-like tips of her metal feathers through Celestia's side. She doubled back and repeated her maneuver, leaving a long gash on the Princess' underbelly.

The ancient mare shrieked, losing her focus. Twilight's beam was suddenly fast approaching. Gnashing her teeth in an effort to ignore the pain, she fought back and stopped the incoming pink magic from overwhelming her, only a foot from her face. She paused and found Rainbow Dash from the corner of her eye. With a thought, she caught the pegasus in midair and held her in place. Her attention returned to the stream in front of her and growled, forcing it back to the middle again.

A sparkling cloud of golden magic radiated from horn and grabbed onto Rainbow, flinging her into the scuffle and knocking over several friends and enemies like a bowling ball. The aura dissipated and the Princess yelled out, "You incompetent fools! Do I still have to do everything myself? Even now?!"

The base of her horn shined brightly, firing numerous shots of magic in random directions. Aside from most of Twilight's friends, half of her own guards were hit and tumbled over in pain. The fiery mare lifted a hoof as one of the blasts came her way, singing the marble. She blinked in disbelief and turned her head slightly, seeing the pile of injured and worn bodies near the entrance to the room.

'She doesn't even care about her own soldiers! She.. she just doesn't care!' Twilight thought.

An eye twitched. A blood vessel throbbed in her temple. Her nose curled up as she slowly bared her teeth. Her whole body began to shake and she started breathing heavily. Bits of saliva flew from her lips as she exhaled harder and harder. Unable to hold back the depths of her rage anymore, she let out a scream that pierced the heavens. Everypony in the room stopped cold and watched.

Sparks of electricity spat from her horn erratically. The fire emitting from her body subtly changed from shades of orange and red to yellow and then to white and blue. The smell of singed coat filled her friends' nostrils. Tears flowed from the corners of her eyes as she pushed her limits beyond anything she ever had before. Twilight finally opened her eyes, ready to end this, revealing that her pupils had completely disappeared.

The others felt the eruption of her power, even though most of them had never wielded magic. The only one that wasn't immediately intimidated was Celestia.

The marble floor suddenly cracked in several places. The fractures shot across the room and then up the columns closest to the infuriated unicorn. Tiny bits of dust and stone trickled down the pillars as the entire room began to rumble. One by one, the other columns in the room befell the same fate as the originals. A final shockwave of power came forth from Twilight, shattering the stained glass windows all around them.

She steadied herself and threw her horn forward. With the full potential of her magic now at the surface, her blast of pink energy grew even wider and spirals of power climbed up the beam. It slowly forced its way ahead, much to Celestia's surprise. Through the bleeding and the strain on her magic, the Princess managed to dig deep and halted Twilight's advance mere inches in front of her eyes.

The alicorn snarled at the powerful unicorn below, "You think you can stand up to me? You think you can challenge a god?!"

Celestia's magenta eyes were replaced by balls of unholy fire. The golden beam firing from her majestic horn doubled in size and pushed Twilight away an inch at a time.

The burning mare gritted her teeth. Desperate to finish the Princess once and for all, she strained against every fiber of her being. However, the releasing of such enormous amounts of magic started to take its toll on her. As Twilight tried to force out more than she really had, unknown to her, a small crack started to form at the base of her horn. As the seconds ticked by, it crawled its way to the tip, until finally it split open, sparks and energies bleeding from the wound. Twilight screamed in agony and fell to her haunches, exhausted and writhing. The bright flames cooled and quickly dissipated, leaving only her striped mane and tail, and the powerful ray of magic shrank to normal.

Pinkie, as well as the rest, were watching the battle intently. She gasped loudly when Twilight faltered. She tossed the body of an injured guard off her and got to her hooves as quickly as possible. In a second, she raced off.

"Pinkie!" Applejack called out.

With Twilight severely weakened and running out of strength, Celestia smiled wickedly, her ultimate victory assured.

"Say goodbye, Twilight!"

A gentle nudge was all that was needed to reduce Twilight's ray of magic to nothing. Celestia's large, yellow beam barreled forward, and Twilight stared into its light as it consumed her vision. Her eyes shrank to almost nothing, and she waited for the end.

"I'm sorry," she whispered, before she was tackled out of the way by a pink blur at the last second. The Princess' attack flew past Pinkie's tail, missing her by inches, and shattered a massive hole into the floor.

The pair slid to a stop several feet away. Twilight was completely drained and barely breathing. Celestia landed opposite them, visibly annoyed that her kill somehow managed to get away. She was breathing heavily as well, not used to putting so much magic into a single attack.

Twilight slowly lifted up her head to gaze upon her rescuer. She smiled when she saw a fluffy pink mane hanging over her. "Pinkie.. if.. if only.. was a bit stronger.." she squeaked out.

"Shhh. Don't worry. I'll get her for you."

Celestia laughed heartily. "You? The only real weapon you have against me is completely spent, and you're just an earth pony! What do you think you're going to do against me?"

Pinkie sneered at the cocky alicorn. "I know a little something just as powerful as magic."

"Oh really? Show me."

"Gladly," and with that, the ageless mare jumped into the hole in front of them.

The Princess stared blankly, bewildered yet amused. "Suicide? Hmph. Idiot."

A pink hoof suddenly connected with her white cheek, knocking her to the floor hard. The leader of the Party Crashers stood over her with a look in her eyes that would kill anypony else.

"But.. the hole! Where did you come from?!" Celestia hissed.

"Behind the TARDIS, if you really want to know."

"How? How is that possible?!"

"That's my little secret."

Livid that a hoof was laid on her, Celestia fired a blast of magic that Pinkie easily dodged, ducking behind a pillar behind her. The large mare stood, wings spread, and telekinetically grabbed onto the base of the pillar and ripped it away, only to reveal nothing. She blinked, unsure of what was going on.

Pinkie suddenly appeared on her back, taking Celestia completely by surprise. Grabbing on tight to her wing, the pink pony yanked down and utterly destroyed one of the joints, causing the alicorn to howl in pain. Pinkie disappeared again and sped out from behind another column, slamming a front hoof into the Princess' chest, sending her stumbling back.

Enraged, the Princess lifted herself onto her hind legs and crashed back down, trying to crush Pinkie. The young mare dove under the alicorn and sat up quickly. A lightning fast uppercut knocked the wind out of the maniacal pony. "Oof!"

Struggling with a broken wing, Celestia leapt up and clumsily glided backward. With her magic, she grabbed hold of Pinkie and repeatedly smashed her against the wall, cracking several of her ribs, before dropping her onto the floor. The party mare looked up, blood seeping out of her mouth, and smiled. She rose to her hooves and stumbled back toward one of the shattered windows behind her. With a mocking salute, she fell out.

Celestia sighed with relief only to be struck down by an elbow to the back of her neck that inexplicably fell out the sky. Pinkie rolled off and stood proudly over the Princess, completely unharmed. The white mare stared in horror at the pink pony that simply wouldn't go away.

"Wh-What are you?"

"I'm the one who's going to destroy you," Pinkie said, sneering.

The Princess let the words sink in, and growled defiantly at her enemy. A sudden blast fired out of her long horn, striking Pinkie in the chest, sending her flying. They both stood and glared at each other challengingly.

"I have a few tricks of my own, little one."

Her horn flickered again and shot out another bolt of magic, but the glow didn't fade. Pinkie jumped out of the way without effort.

"Pinkie!" Applejack yelled. "Behind you! It's coming back!"

She whipped her head around and watched it finish turning. Annoyed, she charged toward the Princess and slid between her legs, emerging behind her, as the magic closed in.

"Oh, please. Can't you try something more creative?" Celestia spat. With a slight swing of her head, the missile arced around its wielder.

Pinkie darted around the room, bouncing off the columns, the TARDIS, the walls, trying to get away. A quick idea came to her and she smiled. Once again, she ran toward Celestia, slowing her pace, her grin growing.

"This again? You can do better than that!"

She looked behind her and saw the magic almost on top of her.

"Then you're gonna love this!"

Just as she was about to be struck, Pinkie leapt toward the confused Princess' face and grabbed onto her horn, diving behind it as the beam collided with its source. The royal alicorn panicked as her body was warped and twisted into the nothingness.

Everypony stared, baffled, at the empty space that just a moment ago contained a Princess and a very angry pink pony. After a moment, one of Celestia's pegasus guards spoke up, "Wha.. What happened? Where'd they go?"

Loo took a breath. "Where she does her work."


Pinkie and Celestia burst out of an opening that didn't exist and fell into a void. The floor, the ceiling, the walls, everything around them had the appearance of a cluster of stars and galaxies. They twisted and fluxed into a kaleidoscopic swirl of colors and shapes, and then changed again into a spiral pattern that somehow consumed all the space around them. The patterns morphed into a calm, flowing form as if one was underwater. The randomness continued, some of the unusual designs repeating, other new ones taking their place.

The Princess gawked at the insanity around her, puffing out her wings. Her heart was racing and sweat started to form on her brow. It took her a moment to realize that her body, particularly her wing, was suddenly totally undamaged. She spun around as she inspected the bizarre world and found Pinkie grinning at her. Snapping back to her senses, she growled at her adversary.

"Get me out of here! Now!"

"Ummmm, hmmmmm, uuuuh, no."

"Then I'll see you die here!"

"Not gonna happen, and if it did, then you'd be stranded."

"Do you know who you're talking to?" Celestia hissed. "I'd find a way out of here even if it took a thousand years!"

"Sure you would. Now, where were we? Oh yeah!"

Pinkie cartwheeled and fell through an invisible exit. Celestia tried to prepare for a sneak attack, but had no idea where it was about to come from. A quick jab to her throat suddenly came from below. The Princess lifted a hoof to counterattack, but found nopony in front of them. The young mare zipped up to the alicorn's right side, spun around on a single hoof and bucked her in the ribs, forcing a scream. She felt them crack and break under her hooves.

With a quick snap of her wing, Celestia sent Pinkie careening away. A nasty scrape bled on her cheek. She quickly rose and moved in faster than the ancient mare could see. Darting past the Princess, Pinkie stopped short and chopped hard at her haunch, causing her to buckle. But, being caught behind a pony had its consequences.

Celestia kicked the party pony in the shoulder violently with her uninjured leg, and she rolled several yards before coming to a stop. She sat up, her right forelimb hanging lifelessly. Irritated, Pinkie stood up straight and jumped into through a nonexistent trap door below her. A second later, she popped out of another trap door right in front of it, fixed from head to hoof.

The Princess was fuming. Nothing she could do seemed to stop the unrelenting pony. Across the space, she watched as Pinkie leaned forward and scraped at the floor, readying a charge. She bared her teeth and spread her wings. After digging at the ground herself, the two ponies raced toward each other.

At the last moment, Pinkie jumped to the side and grabbed the Princess's tattered mane, spinning around her head and neck with the momentum. She planted herself on Celestia's wide back and pulled as hard as she could.

"Luna spent a thousand years on the moon without any air. Do you hope to choke me to death, you little insect?"

"No," Pinkie retorted, "I just wanted to hear you gag. So much for that, I guess!"

Despite her head being wrapped up, her white horn pierced through the liquid-like hair. It sparked to life as the Princess struggled to throw Pinkie off.

"I wouldn't do that if I were you. Belle did that only one time and she learned not to real quick!"

Ignoring her suggestion, Celestia fired a beam into the distance, only to have it turn around on its own and close in on them. Pinkie watched the spell and mocked her enemy, "How did you put it? 'You can do better than that'?"

Rubbing salt in the wound, the pink mare grabbed the horn and throttled Celestia in the face from behind. It only took two swings before she connected with her eye. "Aaagh!"

Satisfied with hurting her, Pinkie perched on the alicorn's head and jumped off. She watched the ray of magic fly past her harmlessly as she ran several yards away. The injured mare held her eye, and her mane unraveled itself. Her good eye widened as the bolt of power closed in. The Princess ducked, sending the beam inches past her head and into a wall behind her, breaking a black hole open in the backwards world.

Almost instantly, she found herself being sucked into the void. Her majestic mane and tail were yanked back as she fought for her life. It was nearly impossible to take a step without losing a few more inches in ground, and as hard as she was flapping her wings, it wasn't helping her escape its pull. Far from the hole, but still slightly affected by it, stood Pinkie Pie, staring knowingly at the struggling ruler.

"What.. what did you do?!" Celestia cried out.

"Me? I warned you, but nooooo, you didn't want to listen to me! I only brought you here! What do I know about this place, right?"

"I'll get you for this!"

Sick of listening to her, Pinkie pulled a grenade from its strap and held it up high. "Hey Celestia," she said, removing the pin, "catch."

She nonchalantly let it go, allowing it to be taken by the vacuum. It made a beeline for the Princess, whose pupils shrank to pinprick size as the explosive erupted a foot from her face. The blast wave threw her off her hooves and her hindquarters were caught by oblivion. There was no stopping it now. Her hips and sides were taken, then her mane and her torso. She caught herself with her forelimbs right before she was pulled in completely.

"No! Noooo–aaah!"

And she was gone, her scream echoing and fading away. Pinkie stood victoriously, proudly, as the winds tried to take her as well. But, being as far as she was, there was no danger. She took a deep breath and hit her shoulder against a door that wasn't there and fell out of her world.


Derpy's friends stood on their guard as the enemy troops waited for something, anything, to happen that would tell them the fate of their glorious leader. The answer came in the form of a pink pony falling out from under the red carpet near the TARDIS. Exhausted, Pinkie slammed her face flat onto the floor.

Applejack, Rainbow Dash and Rarity ran over to check on Twilight while the Party Crashers went to Pinkie Pie. Calmly, the Commander stepped forward and knelt beside the earth pony.

She peeled herself off the floor and smiled. "Mission accomplished."

Relieved that it was finally over, Derpy reciprocated. "Nice job, Pinkie."

The enemy guards looked at each other with a glimmer of hope. "Wait," a lime green unicorn said, "does.. does that mean she's gone? Like, gone gone?"

Pinkie nodded happily. One by one, the soldiers giggled to themselves before breaking into boisterous laughter and celebration. Derpy's own troops couldn't help but smile at their display of joy. Their nightmare, and all of Equestria's, was finally over.

Rarity happened to see the pegasus in the corner that she had previous hurt and her heart dropped in spite of the happiness in the room. She cautiously approached a white earth pony and put her hoof on his shoulder. "I'm sorry, but.. well.. I told your friend there that I'd make sure he was taken care of. I-I don't know where the medical area is– "

"Don't worry," the stallion said, "we'll get him looked at. May as well do it right now." He turned to a lime green unicorn next to him. "Here, help me bring him to get fixed up."

Grinning, the pair trotted over to their comrade and lifted him onto the white stallion's back. "Come on, bud. Let's get you taken care of."

As the three left, the wounded pegasus looked to Rarity with thankful eyes and nodded. She smiled warmly and nodded back. Once they were gone, she returned to her old friends.

"You know what this calls for?" Pinkie asked, somehow peeling the two branded symbols off her cutie marks. "A party!"

"Finally a reason to throw one, eh, Pinks?" Rainbow said, chuckling.

"Awww yeah!"

"You're going to have to put that party on hold, Pinkie. We're still not quite done," Derpy chimed in. "We've got to work on getting the sun and moon moving again. Perhaps once Twilight has recovered, maybe she could do it, if she could find the right spell. If that doesn't pan out, maybe we can ask Cadance. We have to get our crops growing again. That shouldn't be too bad there. Plus, we have to let the rest of Equestria know that the war is over. Maybe once we catch up with Spike, we can have him send some letters around."

"Listen," a biege earth pony said, "I don't know how easy it'll be trying to convince our side that Celestia's gone, but if there's anything we can do to help, and I think I speak for everypony here, we will." The others in attendance nodded gleefully.

"Thanks. It's appreciated," Derpy replied. "Before we get to any of that though, we still have one last thing to do here. Rainbow, do you still have the Screwdriver on you?"

The pegasus shuffled through her saddlebag. After a moment, her wings puffed out and she removed the amazing tool with her teeth. Taking it in her hoof, she held it high for all to see.

"Good. The Doctor did want us to destroy this thing. After everything that's happened because of it, I can understand why." She craned her head, eying the blue pegasus. "Rainbow? Would you do the honor?"

The two pegasi walked up to the TARDIS. With a push of the Screwdriver's button and a wave in front of the door, the latch popped. Rainbow opened the door to find an unexpected guest inside.

"Ah, you made it! Brilliant! I was beginning to wonder if you were ever going to show up."

Chapter 34

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"Buh.. wha..?!" Derpy stuttered. After the stress of dealing with the now-defunct dictator, the last thing she needed was to have an aneurism. The sudden appearance of an old friend after over twenty years wasn't helping matters.

"Ah, it's good to see you all again!" the chestnut stallion said as he stepped out of the TARDIS. "You're all looking rather well. How're you doing?" His eyes caught a glimpse of a white glow coming from above. "Oh my, that's not good. Don't even think the TARDIS realized how big was."

Several pairs of eyes stared dumbfounded at the appearance of their old leader. Even the remaining royal guards were baffled at how anypony could have been inside the big blue box. If there was ever any suspicious activity around the castle, word would have spread like wildfire. But for ages, the only ones to even go near the throne room were the guards and the Princess. Even General Tiara wasn't allowed near the TARDIS.

"Doctor?!" Derpy finally managed to blurt out, grabbing his attention.

"Huh? Oh, uh.. yes, that's my name!"

"How are you.. ?! What.. ?!"

"How am I alive and here?"

"Yes!" If the stained glass windows were still intact, Derpy's shriek may have cracked them.

"Well, before I answer that, it's great to see that Rainbow Dash is alive and well! I knew I could entrust her safety to you, Derpy. Bang up job!"

"Uh, thanks?"

He stepped up to the confused blue pegasus and put his hoof on her shoulder. "Now, my dear, I'm going to need the Screwdriver back."

"Uh, sure. No problem." Rainbow said, giving it back to its owner.

"Ah, thank you! Now, as far as why I'm here and in one piece, I'm sure you remember what happened when we bumped into the Princess in Ponyville, yes?"

"I-I saw you get vaporized! There was nothing left!"

"Well, I still have a couple regenerations left in me, so I would have been alright even if Celestia did actually hit me," he said with a hoof on his chin. On said leg though was a small leather wristband, and he held it up for all to see. "But I was able to get away thanks to this!"

"What is that?" Pinkie asked.

"It's my Vortex Manipulator. It allows me to travel through space and time like the TARDIS. Just a smaller version, so to speak. Right before Celestia fired up her magical beam of death, I slapped it on and used it to travel to inside the TARDIS. I set it for the date that you, Rainbow Dash, were to return to us."

"But.. but, you could have been killed!" Derpy scolded.

"Nah, I was fine. But, now that I think about it, I probably should have had it on when we got to Ponyville to begin with. What was I thinking?" the eccentric stallion mumbled. "I mean, do you have any idea how hard it is to work this thing without fingers?"

They all stared blankly at him.

"Err, right, well. I figured that if Celestia and I ever met up again, she'd probably want to take me prisoner like before. I couldn't allow her to, otherwise she may force me to dig up more information on things that she could use against you, so I figured I'd, err, provoke her." He rubbed the back of his neck and smiled nervously.

"How did you manage to that?" Rarity asked.

"I had a brilliant plan, but it didn't go as well as I expected, so I came up with another brilliant plan on the spot!" the Doctor said gleefully. "I decided to hit below the belt a bit and insulted her mother, but she didn't seem bothered by it. All I got out of her was a funny look. Then, I remembered how much she enjoyed her pastries from way before this whole war broke out. I saw it in the papers once and I found it hilarious! I told her that she needed to lay off the cakes and, well, she got a little mad at that. Like, smash-me-into-a-wall mad. I saw her fire up her horn and, well, you know the rest!"

"You.. called the Princess a fatflank?" Rarity asked.

"Hm. I suppose I did, more or less. Terribly insecure, that one. I mean, I don't think she was terribly happy to see me before that, but for whatever reason, that really got to her!" he said with a proud swing of his hoof. "Actually, where is she anyway? I'd like to give her a piece of my mind over this whole war thing."

"She's gone. I saw to that," Pinkie said, puffing her chest out.

"Huh. Fancy that! So, I guess, aside from a few things to clean up here and there, that means the war is just about over. Just have to spread the word around and get the sun and moon moving properly and such. That's great to hear!"

"Well, if you want to help us start cleaning things up, we can start with the TARDIS," Rainbow spoke up. "You did say you wanted it destroy it so nopony else could use it, right?"

The Doctor hissed through his teeth and looked away. "Uh, yeah, about that. I can't let you do that. It would be bad."

"What? How bad?"

"Well, you see that crack over our heads there that threatens to unravel reality?"

The officers around him blinked and hung their mouths open in horror. The gray-colored pegasus broke the silence. "Wait, what?!"

"Yeah, it would be about that bad," the Doctor confirmed.

"Then why did you write in your letter that you wanted it destroyed?!" Derpy growled, puffing out her wings.

"Well, I figured out what happened to Rainbow Dash and that she eventually was going to come back to us. Once the war broke out and things settled the way they did, I'd have to rely on her getting my Screwdriver back to me. I honestly couldn't let anypony else handle the Screwdriver because the war had you all far too preoccupied, and I couldn't tell you my plans because if any of you were captured, the Princess would have prepared for this. If she was ready for this whole thing, she could have potentially gotten her hooves on my Screwdriver and gotten inside the old girl here, provided she could figure out what to do with the thing," he explained, nodding back at the TARDIS.

"Once Rainbow Dash came back into the time stream, I was taking a risk that she'd find her way to you all unharmed," he continued. "Seems the risk paid off! Anyway, I hoped that you would be able to get the Screwdriver back into my possession as quickly as possible so I could continue my plans, and I figured the best way to do that was tell you the TARDIS needed to be destroyed, making it sound like a desperate situation!"

One of her golden eyes twitched. "We were in the middle of a war!" Derpy shouted. "Isn't that a desperate situation?!"

"Alright, a more desperate situation!"



While Derpy and the Doctor bickered like an old married couple, Rainbow inconspicuously walked up to Twilight, who had been helped to her hooves by the others. She was rubbing her damaged horn, thankful that it wasn't as serious an injury as she feared.

"Was the Doctor always this.. uuh..?" she asked.

"Eccentric?" Twilight replied.

"I was thinking more along the lines of weird, but that works too."

"Yeah, you get used to it. He does genuinely care though, even if it doesn't seem like it."

Drowning out their voices, Derpy's frustration finally got the better of her and she yelled at the top of her lungs, tearing up as she ranted. "How could you just leave us like that?! Do you have any idea what we've been through? What I've been through?! We needed you!"

"Derpy," he cut her off, frowning sadly. He gently rested his hoof on her wet cheek, wiping a tear away. For the first time since his reappearance, she began to settle down. "I was a liability in all this. I'm no soldier. You saw what kind of damage Celestia was able to do after using me for such a short time. If she were allowed to get to me again for any extended amount of time, who knows what she could have done.

"Besides, you were the one who broke me and everypony else out of her prison all those years ago, and you just came to my rescue here again today. You were the one who figured out where to find the remaining Elements of Harmony when they went into hiding. You've been the one leading the way for over twenty years now, and if you remember correctly, most of the plans we implemented were drawn up by you. You've never needed me for any of this, Derpy."

Without warning, she wrapped her legs around his chest, squeezing him tightly into her. "I've missed you so much!" she sobbed. He returned the gesture, nuzzling his head on hers. The warmth from her heart spread to the others, and they smiled at their display of tenderness.

"I've missed you too, Derpy." His smile and ears slowly fell as he took in a deep breath. "But, I'm afraid this is goodbye."

"Wh-What? Why?"

The Doctor leered up at the ceiling where the bright glow was staring down upon them, then turned his attention back into her scared, googly eyes.

"Time is being torn apart. Those cracks threaten to undo everything. If they're not closed, you, your friends, Equestria, all of existence for that matter, is in danger of being erased. If they continue to grow and spread, it would be the end of all things," he explained.

"Then how do we close them?" Twilight asked.

The Doctor let his assistant go and addressed the curious unicorn. "Only a complicated space-time event can close those. Something like myself or.. " he trailed off and craned his head backwards, looking at the blue box that sat where the Princess' throne once stood. "Since I can't fly, and I can't ask any of you to guide me in there, I'll.. have to guide the TARDIS into it myself."

"Why don't you want us to help you get up there?"

"Twilight, I have no idea what kind of effect magic would have with that thing. It could make things worse than they already are for all we know."

"Didn't you tell that thing to forget how to time travel though?" Rainbow asked.

"I did, yes, but it wasn't hard to fix that. I've had to sabotage the TARDIS before. But I'm not going to be traveling through time. Just taking it straight into the air," he explained. "Even if I did head into the past or the future, those time fields will continue opening. Time itself doesn't care where or when you are. I have to get them closed or everything may cease to exist!"

Derpy, Twilight, Rainbow and the rest stood in shock at the news. For some, their stomachs twisted in knots; for others, lumps began to form in their throats. Though they had never been on any of his bizarre adventures like the Commander had, they had grown to know and care about him before he disappeared. Just like so many others in the past when they had met The Doctor, it was hard to see him have to go.

"Doctor, please! Let me come with you. It'll be like old times!" Derpy begged. "I can help! You know I can!"

"I'm sorry, Derpy, but if you join me, you.. "

He couldn't bear to tell her the truth. She pleaded for an answer. "I what?"

In sorrow, his gaze fell away. Desperate to not want his old friend to fall further into the doldrums, he looked at her and smiled warmly. "Don't you worry about that. Everything will be fine. I promise." His softly pressed his lips on her forehead and caressed her cheek.

"Everypony, I.. it's been a joy knowing you all. I wish we could have gotten to know each other under better circumstances, but at least you and everything else will be safe." He shrugged and managed a whispered chuckle. "It's what I do."

"Doctor?" Twilight said, pausing. "Thank you. For everything."

A sad smile crept onto his face. Suddenly, a sharp pain struck him in the back of the head and he fell to the floor, knocked out. The Screwdriver clinked as it hit the marble and slid out of his grasp. A gray pegasus stood over him with tears flowing from bloodshot eyes.

"Derpy! What are you doing?!" Rainbow snapped at her.

With quivering lips, she responded. "I.. I-I can't let him do it."

"But he said he's the only one who can!"

"No. No, he's not. I can't let him go. I won't! He's.. he's too important. He's a Time Lord, for pony's sake! He'll be needed again. I'm just a pegasus. I'm nothing special." She sniffled and wiped her snout. "I-I can fly the TARDIS. I'll guide it in. Tell him.. tell him I'm sorry, and don't try to stop me."

She removed the Vortex Manipulator and slid it to the side of the room. In a single fluid motion, she snatched up the Sonic Screwdriver and threw it to the opposite end of the room. Her wings spread and she glided to the open blue door.

"Derpy, wait! There has to be a better way to do this!" Rainbow pleaded.

"Goodbye, everypony," she said, sobbing. With a quick and final salute, she stepped into the TARDIS and locked it from the inside. A moment later, the time machine came alive and lifted into the air, wobbling slightly.

The TARDIS was halfway to the crack when The Doctor groaned and slowly opened his eyes. His head was throbbing and he shook off the cobwebs. After his sight returned, he glanced around, looking for what hit him. A familiar sound snapped him from his stupor. He rolled onto his back and watched the TARDIS flying away.

"No! No, Derpy, stop! Derpy!"

He fumbled around on his forelimb, looking for his wristband, only to find nothing. He clumsily got to his hooves and reached fruitlessly for the TARDIS, panic setting in.

"Derpy, wait!"

The famous blue box reached the ceiling and the glowing crack. Once it was close enough, it turned transparent and faded away. The Doctor froze, almost forgetting to breathe. Overcome with grief, he collapsed onto his flank. His eyes fell and he wept for his friend.

"Oh goddess, no.. it wasn't supposed to be like this.. Derpy, no.."

Twilight hobbled over to The Doctor and rested a comforting hoof on his shoulder. "Doctor, what is it? What's wrong? And.. who or what is this Derpy?"

He stared, baffled, at the unicorn for a moment before he realized what was happening. Whatever was left of his spirits was utterly destroyed.

"She.. she was a really close friend. She grabbed a time machine I had and flew it into that thing over our heads. It.. it happened before you arrived," he lied. He had no idea how they'd respond if he told them the truth. Not that they'd remember or understand. "I don't get it though. It should have closed! Why didn't it close?"

"Hey Doctor," Rainbow spoke up, "did.. I know this pony? For whatever reason, it sounds awful familiar, but I'll be damned if I can figure out where I heard it from."

He smiled softly at her question, trying to keep his closest friend at the forefront of his mind. "I think she knew you, Rainbow Dash."

"Really? Huh. That just makes it weirder."

He sighed and looked up at the still very much open time field over their heads. "I-I don't know what to do. I have no way to get to it without putting somepony else at risk, and I'm not going to do that. Not after what happened to her."

"How did that thing open anyway, Doctor?" Rainbow asked.

"Didn't Derpy tell.. " he began to say. Remembering the situation, he stopped himself and answered the pegasus' question as best he could. "I heard about that stunt you did years ago. At the time, my TARDIS –that was the name of my time machine– showed me evidence of something unusual happening that was affecting the time stream. After some.. deduction and research, I figured out that it was you. It gave me two dates: The date that you disappeared and the day you'd return. And now, here you are, several months after you came back to us."

"I'm responsible for those things? I mean, I saw others where Lieutenant Silver Spoon sent me and the Party Crashers before. I just had no idea what they were. Speaking of her, why isn't she here? Wouldn't she want to come with us if we were storming Canterlot?"

"That is weird. I wonder where she is?" Pinkie said.

Rainbow shrugged and dismissed the question. "Anyway, Doctor, if I'm the reason those things opened.. maybe I have to close them somehow. I mean, you said some powerful time thing had to get thrown into one. I traveled through time without one of your time machines. That's gotta count for something, right?"

"I.. I don't know. It's possible, I suppose, but– "

"That's all I needed to hear. I'm going in!" With a quick spread of her metal wings, she took off toward the time field.

"Rainbow Dash, stop!"

"Tsk, what?"

With a heavy heart, he explained, "Even if you're right, you.. you need to know something. If you go into that crack, you'll.. you'll never have existed."

She blinked, frozen in surprise. Her friends responded with equal shock. "What?"

The Doctor held back tears and gritted his teeth behind his lips. Reliving the misery he just went through alone all over again made his stomach turn.

"It's what happened to Derpy. She took the TARDIS into the time field up there, and.. well, it's just how it works. It erases your existence. That's why you all can't remember her. She never existed to you. I remember her because we Time Lords are fairly resistant to memory wipes and similar things. If you go in there, Rainbow Dash, even if it does fix the cracks.. you'll be erased."

The pegasus slowly descended to the floor and fell to her rump. She could barely breathe.

"Y-You.. they wouldn't remember me at all?"

"No," he quietly replied after a moment.

"A-And I may be the only one who can close those things so they don't just.. kill everything?"

"I honestly don't know. It's possible. But, I just can't ask you to throw your life away over a possibility. Even a certainty. I just can't allow myself to."

She sat motionless, hanging her head so that her mane covered her face. Her heart throbbed painfully in her chest, and she sobbed quietly. The Doctor felt his own eyes watering and knelt in front of her, resting a hoof on her shoulder.


Her gaze slowly met his. Her eyes glistened and tears slipped down her cheeks.

"Not much of a choice, is it?"

He didn't know how to respond. All he could do was look away in pain. Rainbow slowly got to her hooves, her head and wings slumped low, and walked up to Twilight first. She was already opening weeping at the inevitable.

"Rainbow, you.. you just came back to us. We– "

She was silenced by a pair of shaking blue legs wrapping around her neck. She hugged the pegasus back tightly, crying silently into her multicolored mane.

"I know you'll find a way to fix whatever may happen, Twilight," she sobbed. "That's what eggheads like you do."

She broke their hug quietly, looking upon at the unicorn for what would be the last time. Turning to the pink mare next, Rainbow approached and managed to smile at her, just barely. With excessively quivering lips, Pinkie reached out and squeezed her friend.

"Don't forget to throw one heck a going away party for me, Pinkie. You promise?"

"Pinkie promise, Dashie," she sniffled.

Once Rainbow let go, she went up to the beautiful Rarity, who was having trouble composing herself. Without giving her a chance to fluff her mane or clear away any wet mascara, Rainbow wrapped her legs around her, holding her head gently.

"I'm glad you and Spike finally managed to be together, Rarity. I know you've made each other happy. Tell him I said goodbye."

"I will. You have my word."

They looked into each others eyes, and Rainbow smiled warmly for them. Rarity struggled, but returned the sentiment. The pegasus looked at the old country mare and stepped up to her. Her cheeks were already heavily stained a slightly darker shade of orange. She sniffled and managed to smirk happily before they embraced.

"Gotta go bein' number one in the hero department, huh?"

"Doesn't matter, A.J. You were number one in the friend department a long time ago."

It was more than the poor earth pony could take, and she leaned into Rainbow's shoulder, crying loudly. The pegasus pulled away and smiled happily at her dearest friend. Playfully, she tugged down on the brim of her hat, concealing her eyes. The orange mare pushed it back up and returned the smile.

A.B. and Belle stood next to each other, and practically pounced on Rainbow as if they were still fillies, burying their heads into her shoulders. She tenderly wrapped a leg around their necks and nuzzled them both.

"I'm sorry I never got to see you grow into such great young mares. I wish none of this ever happened. That you didn't have to grow up in such a miserable place. At least now, things can start to get better for all of you."

"I hope so," A.B. said.

With one last little squeeze, Rainbow joked, "Don't go giving your sisters a hard time or anything, OK?"

Belle sniffling and A.B. wiping her snout, they sadly smiled at her humor and let her go. Rainbow looked left and saw the last of the Party Crashers, standing alone. Her eyes, red from wiped away tears, had been glistening for an obviously long time. With a heavy, miserable frown, Rainbow slowly walked up to Loo.

"You're going away again," she muttered.

Rainbow glanced down, guilt taking over briefly. Despite having held back crying as much as she could as she said her goodbyes, the blue pegasus felt her control slipping.

"I don't have much of a choice this time."

"Please.. stay."

"I can't," Rainbow whispered.

Loo's head sank, and she collapsed to her haunches. Her lips were shaking, and she began to sob, causing her breathing to become erratic. Her heart felt as if it were about to shatter.

"Once all this is fixed, if.. if things go back to how they were, I know you'll find somepony else to look up to who will be there for you.. where I never was."

"No.. " Loo muttered, shaking her head.

Rainbow laid a comforting hoof on her shoulder. "Hey. You turned into quite the hero, y'know. I know firsthoof that what you've done over all these years has saved countless lives in the long run. You fought against a horrible enemy and came out on top. You're one of the toughest ponies I know, and you can prove it. Scootaloo.. "

The orange mare looked up at the sound of her real name. Her lavender eyes glistened. Rainbow finally succumbed to her sorrow and let the tears she was holding back flow down her face. In spite of this, she smiled happily at her old number one fan.

"You've made me proud."

Losing to her grief, Loo buried her head in her hero's chest, sobbing and crying loudly. Rainbow laid her cheek softly on Loo's head and lovingly caressed her neck. As much as Loo wanted the moment to last forever, she knew it couldn't. After her tears were spent, the pair separated and looked at each other warmly. Loo's eyes were cracked and red as were Rainbow's. The young blue mare beamed with pride, and with a sniffle, Loo smiled back.

Rainbow closed her eyes and took a deep breath. She turned her attention to the large, gaping crack yawning at them. Despite her fear, she spread her metal wings and took to the sky. As she lifted away, her friends below began to weep openly. Applejack removed her hat and covered her heart. Rarity held a hoof to her mouth, trying and failing to keep herself from bawling.

Twilight silently watched as her friend approached the light. In the distance, she saw the red, yellow and blue that made up her lightning bolt cutie mark. Suddenly, she blinked her watery eyes, and the wheels in her head quickly started to turn. As Rainbow reached the apex of her journey, a single tear fell from her face toward the floor. In that moment, Twilight gasped loudly at a horrid realization.

"Rainbow, wait!"

It was a second too late for her to respond. She faded away into nothingness, and the tear vanished just before landing.

Chapter 35

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The Doctor, his friends, and the remaining now-former royal guards watched the rainbow maned pegasus disappear into the glowing void over their heads. It pulsed vibrantly and then began to shrink. From one side to the other, the ominous crack came together and disappeared from existence.

The Time Lord smiled softly as he watched the phenomenon and whispered, "Thank you, Rainbow Dash."


She found herself in the frigid base in the Coltarado, hidden in a small outcropping among the mountains. The Party Crashers were marching away from her toward the only entrance, and only exit, the small resource facility in front of them had. Rainbow Dash watched as her past self looked up at the tough orange pegasus floating over her head. It took her a moment to figure out that she must be watching herself due to the time field she just flew into. She had no idea if what was going on was supposed to be happening and felt nervous at the idea that something may have gone wrong.

"You think this place will have any little gems or jewels or anything that we could style our weapons with?" she asked Loo with a laugh.

"What, are we fashion designers now? Though Belle may take a few home," she responded, chuckling as well. "She is Rarity's sister, after all."

"Hah, yeah, that is true. Listen, I know this is only my third raid and all, but it almost felt.. well, too easy. Am I imagining things?"

The older mare shrugged, smirking playfully. "You are with Derpy's top team. What do you expect?"

The scene before her began to fade away as the pair continued heading forward. A few feet over her head and to the right, a smaller opening in space throbbed once brightly and slowly sealed itself shut. Rainbow watched quietly, realizing that things were reverting to normal. She felt a hard tug at every part of her body and she was whisked away.

"You're sure you're good to go, Rainbow?" Pinkie asked sternly. "I know last time you killed those two ponies because you were trying to make sure Loo didn't get killed, but you realize you're going to have to be aggressive about it this time, right?"

The time displaced pegasus took a deep breath and nodded as she and the others hid behind the round concrete pillar outside the broken glass door to the lobby of the large office building they were about to charge into. Despite their covertness, they had still been discovered approaching the building. Behind the desks inside, Celestia's troops were waiting for them to make their move.

The crisp winds that blew pinched at Rainbow's skin beneath her coat. It was hard to believe that the city of Mareami had gone from such a lively, sunny city to the dismal, gray pit it was. But, when Equestria's psychotic ruler never feels like doing her celestial duties, things end up going a little crazy.

"Yeah. I'll be fine. In fact.. " she paused, picking an explosive from its strap and pulling the pin out with her teeth. Peaking around the edge of the pillar, she tossed the grenade in, where it bumped against one of the desks and rolled a few inches away before detonating. It was unclear if anypony was killed.

"Hmph! OK. Let's do this!" Pinkie said.

The crack laying on the sidewalk where Rainbow watched the old events unfold from breathed its bright light. Somehow, she knew that it was beginning to shut and she turned around slowly. The last few inches of the breach closed and the crack vanished. She was pulled away again suddenly.

Loo pushed Rainbow away from the door in front of them and into a table a second before it exploded, launching the orange pony into the wall with a loud crunch. Two pegasus stallions walked through the doorway a moment later, guns drawn. They spotted Loo laying in the debris, badly injured and fired a pair of bullets into her shoulder and side.

"No!" Rainbow screamed, catching the would-be assassins' attention. Instead of shooting her however, they stopped and stared vacantly at the unearthly crack floating behind the pegasus on the floor.

Rainbow was sitting on the floor peaking over the table, watching their reactions from the corner of the room, as well as her former self killing them quickly in order to protect herself and her teammate. She heard the commotion of her old self fumbling the table off her legs and watched things as they happened months ago. The former Rainbow loosened her back and ran over to Loo, pulling the chunks of the door off her. She slapped the radio mounted to her shoulder and asked Pinkie and the others for help.

Slowly and silently, she stood up and snaked around the desk, making sure not to be spotted. She snuck in the direction of where her old self had been laying and inspected the crack from the side. Apparently, it sat in midair, a few inches away from the projector in the room, and angled itself toward the corner opposite her, giving her a view from behind. She crawled forward and looked at it from the front. Oddly enough, it looked as if it was emitting its bright light from both sides. After a moment, the hole shut itself and dissipated into nothing. The scene around her changed again.

It was dimmer in the room she found herself in now. It was also much more dusty, thanks to the fact that she found herself back in the command center's old war room, standing behind the table in the center. She ducked quickly out of sight, hoping that her being so open and visible to the others wasn't going to result in anything weird happening. Though she honestly had no idea if the others could even see her to begin with, but she wasn't going to take any chances.

"So Commander, when are we heading out?" Pinkie asked.

"Thirty-six hours. Figure that'll give you some time to rest up a bit, clean your weapons, gather the necessary supplies, all that happy crap," an unfamiliar gray pegasus with a bubbly cutie mark replied. Rainbow raised an eyebrow at the newcomer. Her weird, bouncy eyes grabbed her attention almost immediately.

What was happening in front of her and what was being said was suddenly irrelevant. This blonde mare with several gray streaks was the only thing Rainbow was concerned about. She didn't know why, aside from hearing her being addressed as 'Commander', she felt that there was something important about this pony.

A.B. and Belle hugged Rainbow's counterpart as they left the room, and after an angry stare from Pinkie, Loo rose from the floor and headed out too, deliberately bumping into her old hero. After the former Crusaders had vacated, Pinkie put a hoof on Rainbow's shoulder and said something quietly in her ear. Though she couldn't hear the words, she remembered everything that happened. That was the day Loo slugged her right in the face. Something like that would be enough to make anypony remember that day if they were in her horseshoes.

The old Rainbow and the aging gray mare stood alone in the room after Pinkie joined the others. The Commander pony spoke up again, addressing the young pegasus directly, "Try not to think about it, Dash. War is hell on everypony. Just remember, in a day and a half, you're not going to have much time to worry about anything other than keeping yourself alive. It's several days walk to Baltimare, but a lot can happen between here and there."

"Commander, didn't you want to talk to me about some things before I went under the knife?"

Watching her old self talking to this new pony so casually told her she must have known her at some point. But for the life of her, she couldn't place the face. Perhaps this was the 'Derpy' the Doctor mentioned to her?

"I did, but Applejack told you enough of it. The rest of it is learned out in the field. Just listen to Pinkie when you're out there. Trust me, you're in good hooves. They won't let you down and I suspect you won't let them down either, even if.. some of them don't quite feel the same. What they think of you ultimately isn't important. Winning this war is. Go ahead and talk to the ponies in the weapons depot. They can help you get more familiar with what you're going to need. After you."

Rainbow headed down the hall and the old mare followed a step behind. As they departed, a small crack appeared on the wall of the room and stared the blue mare down. A few moments later, it retreated and removed itself from existence. Rainbow felt a tug again.

"Ugh, how many more times?" she yelled to nopony.

The world stopped spinning and in front of her was the most bizarre thing she had seen since she arrived in Equestria's dismal future. She was in a large room with a hexagonal desk of some sort in the center. On it were numerous buttons, screens, joysticks and lights on all sides surrounding a transparent column with bright neon lights inside it. Behind her was a staircase that led to a door that had backwards letters glowing above it that appeared to spell out 'Police Box' and 'Public Call'. Another staircase was to her left, and on her right was another panel of some sort with dozens more buttons and lights.

From behind the desk or console or whatever it was, she heard two voices approaching. She popped her head around the desk and saw the Doctor and a blonde pegasus with a gray coat. She silently took off and hovered over their heads near the ceiling, watching their movements with interest. When they got closer, she noticed the same bubbly cutie mark as before. Without the gray hair, she'd assume this was the same mare, just younger, she saw not more than a few minutes ago.

"Doctor, don't you think we should be trying to figure out what's on the screen there?" she asked.

They approached the screen Rainbow had been in front of a second ago. Looking at the screen with them from afar, her eyes widened upon seeing the crack and the pair of dates that she recalled from the letter she was given by Lieutenant Spoon.

"Well, Derpy," Rainbow blinked at the sound of the name and stared in surprise at the pegasus, "I've been mulling over it, and I think I have a pretty good idea what it is, and I assure you, it's definitely not something that you should take lightly. That thing is a very, very serious matter."

"Then what is it? What's the story with it?"

"Listen, while we're in the TARDIS, its walls have us protected from any space-time problems. This one is a big problem," the Doctor explained. "It won't effect us in here, but if you ever see these outside, anywhere, don't go anywhere near it, and make sure nopony else does if you can help it."

"That still doesn't tell me what it does," she said, glaring at her companion.

"Quite right. But please, you just have to trust me on this. It would be incredibly dangerous for you to get too close to it." He laid his hooves on her shoulders, trying to relax the nervous pegasus.

"Look, I know that first date is when we think Rainbow Dash vanished. That's also when I first noticed that crack. Does it have something to do with her?"

The Doctor looked away and smirked uncertainly. "Possibly. But, I honestly don't know. I'll have to think about it some more later on."

"I hate it when you don't tell me things."

"I know, Derpy, I know. But you have to trust me. It's for a good reason. Come now," he said, suddenly chipper, "what do you say we go get some muffins or something from Sugarcube Corner? My treat!"

Derpy sighed, her frustration with the Doctor's antics spent. "Oh, alright. But I'm still going to get you to tell me the whole story one of these days."

With a spring in his step, the Doctor trotted out up the stairs and out the door with Derpy gliding gently behind him. Once the door closed, Rainbow floated back down and looked at the screen with the glowing fracture in it. The crack looked to have the same orientation as the others she came across. She closed her eyes and sighed sadly. She reached out and almost instinctively touched the screen, and the final crack burned brightly, sealed shut, and disappeared, taking Rainbow Dash with it.


The stars in the heavens twinkled brightly alongside the ever present full moon. A freezing wind howled through the empty, barren streets of Canterlot. Any visible walls or rooftops of the buildings in the city were covered in a thick sheet of ice, including the castle. Several feet of snow buried the rest of the town's dwellings and businesses. Every tree, every blade of grass, every flower had died only a few short weeks after Nightmare Moon had returned nearly three and a half years ago. Now, they were just as buried as everything else.

Ponyville fared no better. Most of the frozen, derelict treetops at Sweet Apple Acres were the only things left visible on the old farmland. Golden Oaks Library suffered a similar fate. The old clock tower had only one arm still left on it, the other one having frozen and broken off a number of months ago. Most of the thatched roofs of the houses around town had collapsed under the weight of the ice that formed on them, the first to do so happening only a few months after the dark alicorn's triumph over her sister.

Nightmare Moon sat in her old bedroom with the balcony doors open. The dark purple silk drapes had been frozen solid for a long while, once flowing like the former Princess' starry mane. She stared up at the moon, contemplating as she always did. With a soft sigh, she recollected the events that led her to embrace the nightmare.

She had wanted as much recognition for her beautiful night as her sister had received for her glorious day. Her jealousy turned into hatred, and she let herself be consumed by it. According to texts that she read soon after her return, she learned that the legend of Nightmare Moon had been spun into an old mare's tale, told to scare children into learning a lesson of some sort, or perhaps simply to scare them and nothing else. She had become a boogeymare to the populace.

After her banishment had ended and she overthrew Celestia once and for all, she had declared herself the only true Princess Equestria needed and promised them all eternal night. She got her wish. Even if she was revered out of fear, it was enough. The last of that fear died when the last pony left the world a long seventeen months ago.

With no way to stay warm in the sunless world, all of the plant life, including their food supplies, had died out. Even after the ponies started resorting to cannibalism to survive, the icy cold was still able to claim them. Being as underdeveloped to the horrid conditions as they were, newborns rarely even made it past three months of age. Prior to the last pony's death, the last of the foals in Equestria died four months before then. The few survivors there were knew it was only a matter of time for them too.

Even though Nightmare Moon only desired love and admiration in the end, just like she was for a thousand years, she was alone. Though the cold didn't bother her, it was still able to freeze the tear that she shed as it rolled down her cheek.


The Everfree Forest, despite never needing a caretaker, had suffered as much as the rest of the land did. None of the terrifying creatures that once called the forest home survived the drastic change in climate. The rivers that once flowed freely had frozen solid. Near the center of the woods, a broken, forgotten castle laid as dormant as everything else around it.

Its already cracked and discarded pillars and walls had disintegrated further into disrepair thanks to layers upon layers of ice. The pedestal where the fabled Elements of Harmony sat in their stone states for centuries was hidden under several feet of snow.

There was a fleeting moment when Nightmare Moon had broken away from her imprisonment on the moon and was heading to Equestria when she thought that somepony would be able to stop her using the magical artifacts. When she learned that nopony had discovered its secrets in the thousand years since she had been there, she relished in her complete victory. Now, she almost wished that somepony had.

Suddenly, the snowdrift in the abandoned castle shifted. A quiet hum seemed to emanate from under the small white mountain in the lobby. A small round mound began to poke up from the surface of the snow, moving it out of the way, until a stone emerged and floated slowly into the sky. Nearly six inches of ice surrounded the orb, yet it continued to ascend as if it were weightless.

A blinding white light burned from the ball of ice, cracking the thick wall around it and shattering it and the smooth rock inside. The splinters of stone glowed brightly, hovering in the air. A moment later, they began to spin rapidly and change in color from white to red. Finally, they merged together as one, forming the shape of a lightning bolt. A powerful crimson light burst forth from the gem in all directions, illuminating Equestria like a burning star.

Chapter 36

View Online

Rainbow Dash was heading back home from the market after buying about a week's worth of food. It was the first time she had left her house since she decided to begin her rigorous training regiment in preparation for her worldwide rainbow trick. She wished that she didn't need food to survive. Every minute she wasn't working out felt like a waste to her, but she still needed to eat. A voice piped up from the low murmur of the crowd of ponies at the market.

"Hey, Rainbow Dash!"

She winced at the sound of her name, especially since she recognized who spoke it.

"Hey, Derpy," she muttered.

"What's going on?"

"Just doing some shopping. I can't really stay and chat though. I gotta get home and continue my training."

"Oh, I see. What are you training for?"

"I'm going to be working on a new trick, but I need to get a lot stronger in order to be able to pull it off."

"Ooo, a new trick! That's cool! That Sonic Rainboom of yours is awesome! I saw that thing you did for those kids earlier this week, too. I can't believe you could move that quick! Was so cool to watch!" Derpy gushed.

"Heh, thanks. I didn't know you were there."

"Yeah, Dinky asked me to bring her. She was sitting with the others in that little fan club of yours. Tell me, what're you going to do for your trick?"

Rainbow groaned and rolled her eyes. "Listen, Derpy, I'd love to hang out for a little bit, but I really have to get back to my training."

"Aw, come on, Rainbow Dash. I won't keep you long. I promise!"

"Fine, fine," she said, sighing. "I'm going to try and pick up enough speed and fly around the whole world so I can reach my own rainbow trail before it dissipates so it looks like there's a rainbow around the entire planet. Pretty cool, eh?"

"Wow! That sounds amazing! But.. umm.. "

Rainbow raised an eyebrow. "What?"

"Well, won't half the world be dark if you pull it off?"

The blue mare smirked, annoyed. "That's what Twilight said, too."

"Then, why are you trying to do something that half the ponies in the world won't even see as you're doing it?"

"Look, I don't know if you can understand it or not, but I've always wanted to be somepony big in this world! Like, as big as the Princesses, maybe bigger!" Rainbow said, patting her puffed out chest and popping her wings out. A gentle breeze caressed the large preened feathers, causing them to flutter like a hero's cape.

"But you're already big. You're an Element of Harmony, and as far as I know, you're the only one who can do a Sonic Rainboom. I'm pretty sure you've saved all of Equestria a few times at least now. How are you even supposed to be bigger than you are now?" Derpy asked.

"That's only here. Why stop there?"

"That's what I don't understand though. Why even worry about what ponies who don't even know you think about you? Unless you move away, they won't even know who you are."

"But, that's just the point. I want to be known."

"You are known, Rainbow," Derpy insisted. "Your friends know you, and you know what they think about you. Doesn't.. doesn't that mean anything?"

"Well, yeah, of course it does. Why are you so concerned about this?"

"I just wouldn't want to see you get hurt or lost if you tried this trick."

"That's why I'm training. Duh."

"You're missing my point, Rainbow Dash." With a sigh and a sad look, the gray mare continued. "Your friends wouldn't want to see anything happen to you either. My point is it isn't about the trick. It's about you. I don't think you realize what you already have."

"What are you talking about?"

"Look, I know you probably think I'm some bumbling imbecile, but I do know a thing or two about some stuff. Come sit with me. I want to tell you a little story."

Rainbow pursed her lips and moaned, following Derpy. "OK, but can we please make it quick? I really need to go."

"Sure." Once the gray mare was comfortable, she began her tale. "A couple Hearth's Warming Days ago, I wanted to get my little Dinky this one particular toy she wanted. It was a little expensive, but it was the first Hearth's Warming I spent without her father. I wanted to prove that I didn't need his help and was determined to get the gift for her.

"I worked extra hard at the Post Office for about three or four months before Hearth's Warming to try and save up enough. I didn't see her as much as I wanted, and it was exhausting most days. When the holiday started getting close, I knew I had to pick one up before they ran out.

"It was the Saturday before Hearth's Warming Day and I made it to the store after my shift. When I got there, they only had a few left, but I just didn't have enough, and I wouldn't be able to earn enough money before the holiday came, plus they'd have been out of stock by then. It was so hard holding back crying right there in the store. I got a similar, cheaper toy for her."

She fidgeted in her seat over the memory. "When she opened up her present, I was expecting her to be all angry and go running off to her room saying how much she hated me. Just the way kids act sometimes. Anyway, she loved it. I couldn't believe it! I told her that it wasn't the one she wanted, but she said she didn't care. She was just happy to spend time with me. The toy was just a bonus for her. It was one of the sweetest things she ever said to me."

Derpy smiled happily and looked to her blue friend. "Do you understand what I'm trying to say, Rainbow Dash?"

She looked away with uncertainty. "Sort of."

"What I'm saying is that in the end, it's not about what you can do for the ones you love and care for. It's about how they feel about you. What you mean to them. I know your friends would appreciate your trick, but I guarantee they appreciate the fact that you're just here even more, y'know? Who cares what the rest of the world thinks!"

The googly eyed mare stood up and rested a hoof on Rainbow's shoulder. "Just promise me you'll cherish the time you spend with them, OK? I know a certain little filly that would love to spend more time with you. At least, that's what I've heard from Dinky."

Rainbow sat a moment and let the words sink in. Derpy's nugget of wisdom surprised her and left her at a loss for words. Finally, she put some semblance of a coherent thought together.

"Uh, s-sure. I promise. Thanks, Derpy. I-I'm gonna head home now. I'll see you later, OK?"

"Take care, Rainbow Dash!"

They waved goodbye and the blue mare flew off. Once she was out of sight, Derpy turned her attention away and trotted to a nearby diner. She walked up to a nearby table outside and sat down on a waiting pillow where a light brown stallion was waiting for her.

"So, how'd it go?" The Doctor asked.

"I talked to her a bit, but I didn't go into detail, like you said. Hopefully she figures it all out," Derpy said, shifting in her seat and looking out at the bustling crowd in the heart of Market Square. "It's still so hard to believe what you told me."

The stallion chuckled, taking a sip of his drink. "After all the places we've been to and the things we've done– "

A fruit salad dish was placed in front of The Doctor by his waitress while they spoke. "Your meal, sir. Enjoy!"

"Ah, thank you, miss," he said as she left. "You're really going to say that is so hard to believe?"

Derpy shrugged and glanced in the direction of Canterlot. "I just never would have expected the Princess to do anything like that. Then you say something happened that made it so I never existed, but here I am? That's.. that just sounds.. weird."

"Eh, I wouldn't worry about. You're here, I'm here, we're all here. We just have to keep an extra eye on Rainbow Dash, that's all."

"What about the Princess?"

"I wouldn't worry about her either." He took a bite of his dish and immediately spit it out. "Ugh! Pears! I told the waitress to make sure there weren't any pears in here!"

"It's OK, Doctor. I'll eat them for you. I don't mind them."

"Oh, well, that's very nice of you, Derpy. Thank you."


Luna stood happily on her bedroom balcony that evening, gazing peacefully at the large full moon and the twinkling stars above. She took in a slow deep breath and the cool night air tickled her nose, forcing a pleasant little shiver. The serene solitude was broken by a quiet knocking on her door. Curious, she turned around and called out for the visitor to enter. She did not expect to see her larger white sister come in.

"Tia? It's late. Shouldn't you be resting?"

Large circles under her bloodshot eyes showed how little sleep she had gotten as of late. Even her flowing mane seemed to have a few split ends.

"Good evening, Luna. Yes, I suppose I should be in bed, but, I'm.. having trouble sleeping. Again."

"Is it the dreams?" Celestia's eyes trailed off sadly at the question. "It is, isn't it? Sister, would you like me to come help?"

"No!" she said sharply, her voice trembling slightly. "Err.. no. Thank you, sister, but I just can't bear to let you experience what I've been seeing. It's.. it's all so vivid. It feels so real." She slumped onto her haunches and wept into her hooves. "The things I do in them. To you! It– "

"Shhh. Sometimes dreams can seem very real, Tia, but they're not. You know this as well as I."

"But, I just can't stop seeing the horrors, even when I'm awake!"

The Princess of the Night walked calmly up to her agitated sister and put a comforting hoof on her shoulder. Without warning, Celestia wrapped her hooves around Luna's long neck and pulled her in close, nuzzling her softly.

"Luna, I-I want you to know that no matter what I may have done in the past, or what I may say or do in the future, I love you. I love you with all my heart."

The dark alicorn smiled sweetly at Celestia gesture, despite being a little confused by her actions. Nevertheless, she rubbed her cheek on her older sister's affectionately.

"I love you, too, Tia." She giggled as it took a few attempts at pulling away from her sister's tight embrace. "Come now, sister. I am beginning to feel a little embarrassed."

Finally, the Princess of the Sun let go, her tear stained cheeks becoming flushed. "Sorry. It's been.. it's been a rough week."

Luna planted her hooves proudly and lifted her chin high. An idea had come to her.

"You want my honest opinion, dear sister?"

Their eyes met and Celestia listened intently.

"I believe you should take a little vacation. Get away from the stresses of rule for a little while and clear your mind. Maybe a week or two."

"Oh, I couldn't ask you to oversee my duties for me because of something like a getaway trip! I wouldn't feel right about it," Celestia protested.

"Now, now, Tia. You know I'm perfectly capable of handling your responsibilities if need be. You can trust me completely."

"Of course I can, Luna. But.. " She paused, trying to think of a good excuse.


After a moment of searching for a reason, Celestia finally conceded with a heavy sigh. "Maybe you're right. Perhaps it would help a bit. I have gone several centuries without taking some time off. Always busy doing something for somepony."

"That's the spirit! I hear the Gallopagos Islands are beautiful this time of year. I, um, understand that some of the resorts there have some rather dashing cabana colts," Luna said lustfully.

"Luna!" her sister gasped.

"Oh, don't look at me like that! I've.. I've just heard some.. things." After a moment of awkward silence, Luna cleared her throat. "Um, why not sleep on it before making any final decisions? If you decide to go through with the trip, I can help you pack tomorrow and you can be on your way the following day. Sound good?"

A tired smile found Celestia's lips. "Sounds good."

"Excellent! Now get some sleep. I'll see you in the morning!"

"Alright. Good night, little sister, and.. thanks."

"Tis no trouble at all, Tia! Good night!" she said with a happy little bounce.


Rainbow laid in her bed, staring at the ceiling. It had been two days since Derpy sat down with her. She didn't know why, but what the wall-eyed pegasus said to her struck a bit of a nerve. She already knew she was brash and impulsive and that she could sometimes get under ponies' skin. Yet, her friends never told her to get lost or change who she was, even if it was obvious that her actions were bothering them.

What she had been planning to do nopony had ever done before. How could anypony? She was one of the fastest, if not the fastest, pegasus that had ever lived. Before she performed the Sonic Rainboom as a filly, it was just a legend. One that she made real thanks to her blazing speed.

But what if Derpy was right? What if she did get hurt or worse doing her rainbow-around-the-world stunt? Her friends would be there to help her get back on her hooves, obviously. They came to visit her plenty of times when she'd injure herself doing some daredevil feats, and not once did they chastise her about her constant, dangerous tricks. They were just happy to see her safe and able to pull through eventually. It was like the stunts themselves never really mattered.

She thought back to how Pinkie would always sneak some extremely fattening sweets into the hospital when they were strictly forbidden, just to cheer her up. She remembered how Fluttershy would try and help speed up her recoveries, despite the protests of the doctors on staff. Twilight would always bring her some exciting Daring Do novels to pass the time. Rarity would somehow manage to create some amazingly comfortable pillows for her to rest on, much softer than anything she slept on that came from the hospital's closet. Applejack, well, she would just be Applejack. Always keeping their competitive spirits up, whether it was with a hoof wrestling contest or a board game or even seeing how many times they can aggravate the doctors with some silly nonsense.

The memories made her chuckle, made her smile. She took in a deep breath and came to a decision. She looked at the clock on her dresser. 1:07 PM. Still not too late today.


Ten minutes later, there was a knock at Twilight's door. Spike walked over and opened it, finding Rainbow Dash looking at him with purpose.

"Hey Rainbow! What brings you here?"

"What's up, Spike? Is Twilight around? I kinda need to talk to her."

"Yeah, she's upstairs cataloging some spells."

"Thanks, kiddo," she said, giving him a noogie as she walked inside.

She glided up the staircase and landed outside the study room that Twilight was sitting inside with several books floating around her head. With a gentle tap of her hoof on the wooden floor, she got the unicorn's attention.

"Oh, hey Rainbow. I didn't hear you come in. What's going on?"

"Hey Twilight. Um.. you remember that new stunt I said I was going to be working on? Well, I've changed my mind. I don't want to do it anymore."

The books fell to the floor as Twilight was hit by a wave of surprise. "Really? Why's that?"

She rubbed the back of her neck. "I've just been doing some thinking recently. I'm starting to wonder if I'm really all that good a friend to you all."

"What? Why in Equestria would you think that?"

"Well, you all are always doing something nice for me, and all I do for you is fly around. Yippie, right? It just doesn't seem to me like I give anything important to you."

"Rainbow! We love watching your amazing flying skills! They're a testament to who you are, and we would never change anything about you!"

"You.. you mean it?" the pegasus asked, cocking her head.

"Of course, and if you really don't want to work on that trick anymore, I'm not going to think any less of you! Come on, Rainbow, you should know that whatever you decide, we'll support you."

Her ruby eyes fell and a smile found her face. "Thanks, Twi."

"No problem. Have you told the others yet?"

"Not yet. I'll do it later though. There's someplace I gotta get to, so I'll see you later."

"Take care!"


The three o'clock bell rang and the Ponyville Elementary School doors burst open with a flood of young fillies and colts spilling forth. Three particular fillies walked out after the others, discussing what they were going to do after school that day to get their cutie marks.

"What about, uh.. butterfly catchin'?" Apple Bloom suggested.

"Didn't we already do that?" Loo spoke up.

"I think so. How about bird calls?" Sweetie Belle asked.

"Think we did that too."

"Jeez, it's gettin' harder 'n harder to think of things we haven't tried yet."

"Yeah, I know. I'm running– Rainbow Dash!"

The blue pegasus sat underneath a nearby tree, relaxing comfortably in the shade. She leapt to her hooves as casually as the trio had ever seen.

"Hey girls. How was school today?"

"Better than ever now!" Scootaloo exclaimed, hovering for a moment with her little wings buzzing.

"Glad to hear it. You girls have any plans later?"

"We were hopin' to find somethin' to do that might earn us our cutie marks today. It's been a few days since we'd done any crusadin'." Apple Bloom explain.

"That's cool. I don't suppose you'd mind if I borrowed Scootaloo for a little while, would you?"

"You.. you want me to go with you?" the little pegasus chirped in amazement.

"Well, yeah. So, what do you say?"

Her little lavender eyes ballooned to ridiculous proportions and her wide smile stretched from ear to ear. "Sorry girls! We'll go crusading tomorrow! Promise!"

"Aw, OK," Sweetie Belle pouted.

"Have fun, Scootaloo!"

The two pegasi trotted happily into town, talking mostly about the little filly's day at school. It wasn't a terribly eventful or exciting day, which would explain why she and the other Crusaders wanted to go playing around afterwards. They stopped by Sugarcube Corner as they walked along and shared a couple of Pinkie's best cupcakes, Rainbow's treat.

"Mmm! How does Pinkie Pie make these things taste so good?" Scootaloo asked, licking her lips.

"Don't know, don't care. Can't be topped if you ask me!"

"You said it! So, what's going on? Why'd you want me to come with you? Not that I'm complaining or anything! It's just that, well, we rarely ever seem to do anything together."

"That's just it. We don't. I think maybe we should, and I had an idea, if you'd like to hear it."


"Well, I think you've been grounded far too long. Maybe it's time somepony helped you earn your wings."

Scootaloo's jaw fell open and nearly hit the table. Her large lavender eyes began to water. "You.. y-y-you really mean it?!"

"Well, I mean, if you didn't want to, maybe we– "

Rainbow suddenly felt a tiny body squeezing her waist in a big bear hug harder than she imagined was possible.

"Yes! Oh, thank you thank you thank you, Rainbow Dash!"

The sky blue mare affectionately rubbed the filly's purple mane and smiled warmly. "Thought you might say that. Come on! We can practice in that big open field just north of town. It'll be nice and quiet, plenty of space to work with. Tell you what too. What do you say we get together a few times a week and really push this?"

"Totally!" she yelled, fluttering her wings.

They let each other go and headed outside. As Rainbow stepped through the door, she caught sight of a gray pegasus across the street cantering along. Derpy looked to Sugarcube Corner, suddenly craving a muffin as she always seemed to when she passed by the sugar shop. Spotting Rainbow Dash, she smiled brightly and waved hello. Rainbow beamed and waved back.

"Rainbow Dash!" Scootaloo called out, bouncing impatiently. "Come on! I don't want a waste a second of this!"

"Heh, right behind you, squirt."