The Imperium

by halocheif1166

Rating: teen
Tags: Crossover, Dark, Romance, Adventure
Length: 7346

With Canterlot under siege and Ponyville under control by the Combine, it's up to the Main 6 and Spike to save Equestria.

The Combine have taken Ponyville. They have already begun to take Canterlot. Other cities like Manehatten and Phillydelphia have already fallen under the hands of the Combine. But, with the Combine trying to keep control, rebel bases all over Equestria have been established to smuggle ponies out of cities to safety. Although each base keeps in contact, the Combine have slowly been cracking down on bases. Will Twilight and the crew save Equestria? Or will it fall to the Combine…

(Ponies and Spike are based off of this: http://ss2sonic.deviantart.com/art/Everybody-say-hohoooo-357555182 Check out more of his art!)
(Credit goes to the Hasbro team and Valve!)

Published 1970-01-01 00:00:00 UTC
Last updated 2013-08-10 03:28:30 UTC

The Final Message from Canterlot

"Keep firing on those APCs! Don't let them through! Incoming dropships men, get ready," ordered Shining Armor. "Captain, we've just lost contact with Alpha Base. Also, we've got some striders pulling in," said Jake Starbright, a Lieutenant of the soldiers.

"Alright, Lieutenant, gather as many ponies as you can! Take them underground and bring them to my sister's base in Ponyville! Tell ask her this, 'When in the face of desolate destruction, you will...' She'll know what it means!"

"Yes sir! Also sir, it's been an honor serving with you."

"Likewise. Now go!"

"Calm Down Rarity, Spike'll be fine." said Rainbow Dash trying to reassure Rarity. "I hope so, I've never been this close to Spike before. I really don't want to lose him."

"What do you mean?"

"I thought of him before as some cute little dragon. But now, it's different.  Ever since he rescued me from the Combine raid, I've always felt of him more deeply."

"Heh heh heh, Rarity likes Spike!"

Rarity remained silent for that time. "Stop teasin' her Rainbow! She's been through a lot already," yelled Applejack.

"Oh yea? Like what?"

"Sweetiebelle!" Yelled Rarity. "Before Spike could make it, the Combine killed her immediately  as they came in..." Tears began to run down her face.

"Rarity... I'm-I'm sorry, I didn't know. I-"

"It's fine Rainbow. You didn't know."

"While we're on the subject, where are Applebloom and Scootaloo?" asked Applejack. "I heard they were taking refuge with some other ponies," said Fluttershy in her quiet voice. "Well what are we just doing sittin' here, we have to go help them!" said Rainbow Dash. "No. Not yet, we need to wait for Twilight to-" said Applejack before being interrupted by Rainbow Dash

"No we don't need to wait! We need to help them now!"

As the argument went on for a bit, Spike slowly opened his eyes. "Spike," yelled Rarity. She ran up to Spike and hugged him. His bandages kept him from being hurt from Rarity's tight hug. Spike blushed. He could feel the sincerity of Rarity's hug. He knew there was something wrong. "Rarity? What's up? I know there's something wrong."

"It's nothing-"

"Yes it is something. Tell me."

Spike had suddenly gotten serious. He really wanted to know.

"Okay... Remember the day you saved me?"

"Yeah."

"And how I told you Sweetiebelle wasn't home at the time?"

"Yes...?"

"I lied. For all these years, I, lied."

Spike already knew the answer. He gripped Rarity's hug even tighter. He knew how she felt. He knew how it hurt. He understood her pain. His conscience was telling him that he should have came sooner. But then, there was a knock on the metal door that lead to the Metro.

A soldier came in with many other ponies. Phillies, colts, mares. All of them were there.

"I am Lieutenant Jake Starbright. Shining Armor has sent me here to drop of these ponies. Where is Twilight? I have a message for her."

"She's still out clearing out a checkpoint. Do you have time to wait?" Asked Applejack.

"I've got all the time in the world."

Another Day, Another Rescue

As Twilight arrives, the others explain to her that Jake, was sent by her brother with all these other refugee ponies. One detail that really scared her is that Canterlot is being invaded. This means the barrier wasn't able to hold, and her brother, Shining Armor, and the Princess are in danger.

"Twilight!" Exclaimed Jake.

"Your brother gave me a message to tell you. 'When in the face of desolate destruction, you will...'"

"Seek the light that shines. Believe in even the littlest spark of hope." Twilight bows her head and slowly begins to cry. As Fluttershy comforts her, Jake says, " Twilight. Shining Armor requested you to hold all these refugee ponies."

"I don't know if we even have room, I don't know if. If I even still have hope."

"Don't say that now Twilight!" said Spike. "After what you've been through, what I've been through. We aren't just going to throw it away like this!"

"Spike..."

"No! No more of that." Spike slowly got out of his bed. "We will fight for our freedom! We will fight for our rights! We will fight to liberate Equestria!"

This put a smile on most of the ponies faces. Even at times like this, their should always be an up in morality. Spike knew this. Even in the face of doubt, you must shine on.

Rainbow Dash and Twilight pull close into what looks like a prison. "Alright. Rainbow, you have the smoke grenade," asked Twilight.

"Got it right here!"

"Alright, when I say go, throw that in front of the two guards. I'll take care of the rest."

"Got it."

"Go!"

As Rainbow threw the smoke grenade, a thickening grey smoke filled the surroundings. The two Metro Police didn't stand a chance. They immediately died with one bullet to the head for each of them. As Twilight picked the key up from one of the dead guards, she signaled Rainbow Dash to move up.

They walked in with great amazed. The Technology, the designs. Everything was advanced. "Whoa... This is crazy." said Twilight in awe. "Tell me about it."

"Alright, I'll unlock the gates, keep guarding that door."

"Door duty again?"

"Rainbow!"

"Alright, sorry."

Twilight began opening the cells quietly, tell everypony to shush. Loosing hope that she would find either Scootaloo or Applebloom, she managed to stumble upon both of them. "Scootaloo! Applebloom! Thank god you are safe," said Twilight. "Oh Twilight, it was horrible! They, they tortured us and beat us," said the traumatized Applebloom.

"Don't worry, your safe now."

"Uh... Twilight, you may want to speed it up, Metros incoming!" Yelled Rainbow

"Everypony get down!"

The gunfire began. It was either the Combine or the ponies. And with fate on the ponies side, they made it. "Great job Rainbow, but lets not try that again." said Twilight.

"Agreed."

They made their way with the others back to the base.

Up and Running

"We've got more refugees," yelled Twilight. With the ponies from Canterlot and the residents of Ponyville, soon enough, they're going to need a bigger base. As Twilight began arranging the beds and the other refugees, Applejack, Spike, and Rarity have been discussing on new locations to help bring ponies to. Of course, Fluttershy is attending to the animals she rescued.

"Phillydelphia still isn't too safe. Even if they managed to take back half the city," said Applejack. "Of course, Mainhatten is another alternative. But it's gonna be more cramped."

"How about the south? I still think the rebels there have still held their ground. It's big and there is quite a large amount of rebels and ponies there," explained Spike.

"Even if we sent them there, are there enough men to even help defend against the Combine raids?"

"I think there should be enough Applejack. I'll see with Twilight."

With all this moving in their minds, even Pinkie lost a great lot of her enthusiasm. She's more quiet and serious now knowing that her home has been captured by these vile beasts. "We can move them to a south settlement called Coltus. I have a friend there. He's been coordinating arrivals. I'll see if I can hit him up on the radio," said Pinkie Pie.

"You do that Pinkie. In the meantime, Rarity, Applejack, help Twilight with organizing everyone here. I'll go see if I can find us a few cars or not."

Spike then cautiously journeys out to find anyone who can provide them with any type of transport. Armed only with a small SMG, Spike must be more careful with his movement. For it could be a grave mistake.

Spike does remember a mechanic that moved in before the invasion started. Spike proceeds through many alleyways stained with graffiti. Upon arriving to the mechanic's shop, it is seemingly deserted. "Hmm. I haven't seen any Combine patrols lately," said Spike talking to himself. As he entered the shop, the one thing that he remembers a flashing light followed by a loud crash and darkness.

Slowly opening his eyes, he sees the mechanic and a few other soldiers that have parts of Metro Police armor on them. "Who are? What business do you want here," questioned the Mechanic.

"My name is Spike, I am part of the Resistance. We just need help smuggling some ponies on the main road."

"And you come to me to ask for some vehicles huh?"

"Yes. I've heard you have the finest parts to deal some damage."

"Listen kid, even if I wanted to help, I don't have an APC to work on."

"Don't worry, we have some. But we need gas and to rig it with weapons."

Surprising as it sounded, the Mechanic knew that Spike was serious about this and needed help. "The names Eddie Hammer." said the Mechanic. "Bring in the APCs now and we'll get working on them now. They'll be up and runnin' faster than you know it."

The South

A few days have passed. The APCs were finally finished. Now it would give the ponies ease to transport the ponies.

"Alright! Any ponies with children, get on the first APC," ordered Applejack. "Any others, head to the second and third APC!" Spike, Rainbow and Twilight have already mounted on the turrets while Pinkie, Fluttershy, and Rarity drive the APCs. Applejack stayed to see if any more refugees would arrive.

"Alright everypony! Let's freaking do this!" Yelled Twilight.

As they drove down the destroyed Combine checkpoints, they noticed that the Combine forces at Ponyville weren't at large. Only a few Metros were standing around getting blown to bits.

"I wonder where's the rest of the Police are," wondered Rainbow over the radio frequency.

"All I know is that most of them are either back at base, or hiding like the cowards they are," exclaimed Pinkie.

They finally reached the last checkpoint when suddenly. "Ambush!" Yelled Rainbow. Explosions, gunfire, and shrapnel from grenades all over the fields. This didn't stop the ponies, they just kept pushing forward. "Status," asked Twilight.

"We're fine over here," said Fluttershy and Rarity.

"Same here," said Rainbow and Spike.

"Pinkie," asked Twilight.

"Yeah, yeah, we're fine."

After a few hours of driving, they finally reach Coltus. Just as Pinkie said, it's armed to the teeth. Watchtowers, barbwire, and a plentiful amount of ponies guarding the place. If it weren't for Eddie painting the APCs in a resistance color, they would've been blown to bits!

"State your business," said a soldier.

"We are here to drop off some refugees. Please, take them in," begged Twilight.

"Alright. I'll see if our leader can make some extra room. Just pull in and wait at the parking lot."

After an hour or so, the trooper came back with great news. The leader allowed them to stay, so long as they can help keep the place running and help build homes. Of course, they agreed. This left Twilight and the rest of the crew to head back home.

"Phew. What a great day," said Spike. "Got to take down a lot of the Combine."

"I here ya' partner," said Applejack.

Fluttershy had remained quiet for most of the time being. Rarity said a few words, but was still quiet.

"Hold on, Spike and I have to pull up for some gas, you guys go on ahead." said Rarity.

"Alright. Be careful, we'll meet you back at Ponyville," said Twilight.

As Rarity stopped, Spike got out of the car to check on the gas. "Hey Rarity, our gas in fine, what are you talking about," questioned Spike.

"It's just that... Ever since you saved me, I've thought of you differently..." said Rarity.

"Okay...?"

"Spike..." Rarity said in a shaky voice. "I love you!"

She grasped Spike tightly with a hug.

"I've loved you all this time too Rarity-"

But they are interrupted by are large explosion followed by smoke and gunfire.

Spike, Rarity, and Spitfire

The APC flipped, pinning Rarity's lower body and throwing Spike. As the gunfire stops, Combine Soldiers look over the pinned Rarity. Holding what looks like an advanced assault rifle, one slowly aims it at her head. "Oh no you don't," yelled Spike pulling out a slim Beretta sidearm. He fired 3 bullets into 2 soldiers before having the rest realized they were under fire. Distracted by Spike, the Combine soldiers quickly forgot about Rarity. "This is your chance Rarity, slip out and get out of here," ordered Spike.

"No! I'm not leaving you! I don't want to loose you," cried out Rarity.

"Rarity, I am here to protect you, now get out of here! Agh!"

Spike was shot on the side by what looks like a plasma bolt.

"Spike!"

"I'm fine! Just get out of here!"

"Spike took another two plasma bolts followed by three Combine Soldiers falling. "Eat this," yelled Spike. But alone, he couldn't handle this, Rarity already took cover. But suddenly 3 streaks of color run directly into the Combine Soldiers that make them vanish. As Spike looks to the side, he sees the Wonderbolts! Looks like his saviors came just in time. As they land spike slowly tries to get up but is too injured to get up. "Sit down, you're too hurt to even try to move," said Spitfire.

"What are you doing here? Aren't you suppose to be at Cloudsdale?"

"The Combine can't go that far up. How are you?"

"Where's Rarity-"

Before he could finish, he collapses with the amount of blood loss. "Spike," yelled Rarity as she ran from a rock. She ran to him and gasped him as hard as she could. Arriving quite a bit late, Twilight rushes to Spike, Rarity, and Spitfire. "Oh my god! I heard the gunfire and explosions back at Ponyville, I hope I'm not too late," said Twilight.

"No you're not, get him in the APC, I'll meet back with all of you at Ponyville later," said Spitfire.

Oh Spike

Spike lays on a bed helplessly. With his condition, it may take a bit to recover.

"Spike. I don't know if you can hear me, but..." said Rarity.

"But what I said back there, it's true... I do love you. Thank you for saving me. Stay strong. For us."

Rarity leaves the bedroom and sits down feeling depressed. Also, contemplating on what Spike said to her, "I am here to protect you." She still couldn't believe what happened. Spitfire, the Combine. Everything. She broke out into tears. "Rarity, what's wrong," asked Twilight who was quite surprised.

"Oh, it's nothing. Just all of this..." said Rarity.

"Spike?"

"Spike, the Combine, everything!"

Now, Rarity was overwhelmed with all of this. She had a feeling that it could be the end. She wished for it. Just to all end. To live in peace and harmony again. But of course, that'd probably never happen.

"Twilight! We've got an incoming transmission from Canterlot," yelled Applejack. "You may want to come check it out!"

As Twilight rose up and went to the terminal, Rarity followed looking back at Spike.

"I'm not going to lose you..."

Helping Phillydelphia

With the APCs running, the ponies were already nearing Phillydelphia. The only downside was, they had to pass through a large amount of Combine checkpoints.

"Rainbow, Applejack, you got your mounted weapons charged," questioned Twilight.

"Mhm," said Applejack.

"Yes," said Rainbow Dash.

As they near the checkpoint, Applejack and Rainbow Dash had already begun firing. Blood splatters of all kind colored the checkpoint gates. "First checkpoint down," said Twilight.

"Yeehaw! That's how the Apples do it," yelled Applejack.

After destroying many checkpoints, they finally reached the rebel's base. "So, this is the base? I was expecting it to be a bit less. Clean," said Rainbow.

"Quiet Rainbow. We need them to help us. Remember," said Applejack.

"There! He must be the leader," said Twilight. "Excuse me sir, are you the commander of this base?"

The pony in green military fatigues turned revealing a scar lashed across his right cheek. "Who wants to know?"

"I am the leader of the resistance at Ponyville. You see Princess-"

"The leader of Ponyville huh? The Ponyville?"

"Yes sir."

Though seeming a slight bit of hesitance, Twilight waited for the man to answer.

"It's an honor to meet such a valiant soldier," yelled the man. "The names Commander Reynolds. What brings you to Phillydelphia?"

"It's Canterlot. It's under attack."

"So I've heard."

"The captain of the Royal Guard has requested me to ask you for help."

"I see. I wish I could, but we've got our own problems."

"I understand. But what is it that requires your attention?"

"We need to take out more checkpoints and destroy more Combine bases. We need to at least liberate certain parts of Phillydelphia. We need more room. But we just don't have the men or the firepower to continue. We can barely hold our ground."

"Well we've got APCs here. Maybe we could..."

"What are you doing Twilight," whispered Rainbow "We're just wasting time!"

"We could use their help, even if they don't have too much to offer. Alright. we can help. As long as you promise some troops to help in our battle."

"Agreed. This is one helluva thing your doing. Thank you."

Evacuation

As they arrive home, they see Spike, Spitfire and Jake with smug looks. "What's with you guys," asked Rainbow.

"We cleared out most of Manehatten while you were gone. They said they'd give us tanks, troops, and weapons of all kinds," said Spike. Twilight and the rest of the crew remained in awe.

"But, how," asked Twilight.

"Oh nothing."

Though about to speak, Rarity tackles Spike and gives him a strong hug. "Oh Spike! I was worried about you! Thank Celestia you are okay!"

"I'm fine Rarity. I'm fine. But we need to get out of here!"

"What, why," asked Twilight.

"The Combine are bringing in some heavy troopers to destroy Ponyville. We need to gather as much ponies as we can and get the hell out of here!"

As everypony stumbled and ran to bring as many ponies as they could to safety, the Combine came. Luckily for them, they evacuated many ponies. Now it was time to make their stand. To defeat the Combine.

Gunfire, explosions, plasma bursts all around. Combine body count racks up higher than the Empire Pony Building. But, one single explosion could change everything. Rarity and the others were blown back, taking cover in buildings. Spike on the other hand wasn't so lucky. He was rolled out in front of Combine soldiers. One already aimed his rifle at Spike's head. As a last thought, Spike looks up at Rarity with a smile, signaling that this is their last time together. Then, a gunshot.

"SPIKE!!!" Screamed Rarity.

For Canterlot!

Spike finally emerged from the mine meeting eyes with Rarity and Twilight. "Spike," yelled Rarity and Twilight. "You're okay! But you're covered in blood!"

"It's not mine. Zombies."

"You have cuts and scrapes!"

"I'm fine. Where are the others?"

"Fluttershy and Pinkie went to Manehatten and Phillydelphia to coordinate the troops."

"And Rainbow Dash?"

"Cloudsdale I think with Spitfire. I don't know why though."

"Applejack and Jake?"

"Back at base."

"Alright. Let's get going. For Canterlot!"

The 3 of them venture through a part of Canterlot forgotten by the Combine. Smoke filled the air. Burnt corpses peppered the ground. "Jesus," said Spike. "Let's keep moving," said Twilight. They fought through a few Combine forces before reaching a communication tower built by the Combine. "Let's see if we can contact Shining Armor from here," said Twilight. "Rarity, Spike, get the doors."

"Got it," said Spike and Rarity.

"Hello," said Shining Armor.

"Shining Armor," exclaimed Twilight. "We're in."

"Oh good. Alright. Make your way to the castle. We don't know how long we can hold. Please come as quickly as you can."

"How's the princesses?"

"Cadence is fine, but Celestia isn't looking to well. She was shot in the crossfire. With that supression field up, she can't use her magic to heal herself."

"Where's the supression field?"

"Well I mean its covering Equestria. If you can help us. Maybe we can take down the supression field."

"Alright, we're on our-"

WARNING COMBINE OVERWATCH SECTOR SWEEP

"Crap," yelled Twilight. "Let's just hope they don't spot us."

As they slowly walked out, the Combine Chopper flew away. "That was a close one," said Rarity.

"We need to keep moving. The princess is in danger."

The Combine Outpost

There. A Combine outpost. The biggest one they've seen. "Alright everypony," said Twilight. "I'm going to scout ahead, see if you two can keep watch."

"Alright," said Spike. Twilight went away. After a bit of silence, Rarity decided to ask something. "Hey, Spike?"

"Yeah," responded Spike.

"You know how I told you I did love you right?"

"Mhm."

"I worry too much about you. You keep wanting to throw yourself out in the battlefield. Why?"

"Because. I don't want any of you to get hurt. Remember. I want to protect all of you. Especially you." Spike then turns and looks over the horizon. Night was falling.

"Don't worry Rarity. After this. The Combine defeated. Equestria liberated, we can settle down. You, me, everyone else."

"Spike..."

"When I told you, I loved you. I did. But while I was hanging out with Jake, clearing out the rest of the Combine forces, I started to have feelings for him too."

Spike fell silent. Rarity turned to meet eyes with him. "Spike?" asked Rarity. But he wasn't there.

"Alright guys the coast is clear- Where's Spike," asked Twilight.

"I don't know," said Rarity bowing her head in despair. Though, Twilight chose to ignore it. "Well we'll go without him. Come on, we have no time to loose."

The Combine Outpost Pt. 2

As they proceeded on, Rarity couldn't help think what she'd done. What she'd said. She had to force the idea out of her head. She had to push forward. With or without Spike.

As Twilight and Rarity pressed on, they took out a few Combine Soldiers before reaching the main control station. "Alright. I think I can turn of the suppresion field from here. Suddenly, "Freeze," yelled a voice. Twilight and Rarity spun around holding the Combine assault weapons. She and Rarity lower them discovering that these were allies. "What are you rebels doing here," asked Twilight.

"Shining Armor ordered us to come here after noticing that you've been off transmission for hours. He thought you might of been captured and sent here."

"We're fine. But while you guys are here, we need you guys to maintain this base. Produce a broadcast through this frequency. The Combine probably know that their main outpost is hit and the suppresion field is down."

"Okay. We'll begin broadcasting. We'll also hotwire the base's defense while we're at it. Good luck getting to Shining Armor. Oh, and also, watch out. He sent out some type of assault to try to clear out certain points. If you meet up with any rebels on the way, try to give them a hand."

"Sure."

"Good luck out there."

Despair

"I am here to protect you," yelled Spike. "Spike, I love you," said Rarity. "I don't want to loose you..."

These words lingered in her head. She realized she never did like Jake. She thought. It was just blindness. She couldn't feel. She could faintly hear shooting. "Rarity! Get down," said a voice. "Watch out! Hunters!"

She cared for nothing anymore. She couldn't feel. All that was there was bitterness and hatred. Explosions and gunfire were turned into solemn words of hate.

"Rarity! Rarity wake up," yelled a voice. It sounded all too familiar to her. Her despair faded. She looked up.

No Hope

The room was empty. No one filled it. No radio chatter. No one talking. It was completely empty. Spike looked around in hopes to see Rarity or Twilight. There was no one in site. He slowly got out of bed and realized he had no bandages. He was completely healed. He walked to the main hall to discover that no one was there. "Where is everyone," wondered Spike out loud. He started walking around in hopes to find a note or something indicating where they had gone. There was nothing. Suddenly, Spike heard the sound of boots hitting the ground.

Spike slowly went to the window. He saw an enormous amount of Combine in the area. He ran to his locker, grabbed his pistol and holster and ran to the door. He waited for the Combine to pass. He slowly opened the door and ventured outside. What he feared the most had happened. The Combine had come again. Even stronger. He crouched down to prevent from being seen. As he turned the corner, there. He saw his friends being lined up against a wall. The soldiers holding their rifles at their ready position. They aimed and were ready to fire. "Twilight! Rarity," yelled Spike. He reached for his pistol to discovered it had disappeared. All he could do was stare at his friends' demise. Tears filled his eyes. Then, the triggers were pulled.

"RARITY!!!"

A New Beginning

Spike gasped for air. He jolted up out of his bed. He then felt an immense amount of pain. Of course, he produced a yell. "Whoa there Spike! Are you okay," asked Applejack. "Applejack," asked Spike.

"Yes?"

"Oh thank goodness. It was all a dream."

"Dream?"

Their conversation was cut short. Twilight and Rainbow Dash entered the room. "Oh Spike! Your awake," said Twilight. "We've just received word that the Combine are being pushed back. Most of the forces have been either killed or forced into retreating." "Looks like we did it," said Spike.

"Oh and Spike."

"Yes?"

"You have the worst of luck."

They both laughed. Spike looked at himself. He had so many bandages. Too much as a matter of fact. As Rainbow Dash, Twilight and Applejack went out the room, Spike decided to go outside for some fresh air. He walked out of the room and opened the front door. He saw many ponies tearing down Combine technology. He turned his head and saw Rarity sitting down and staring at the horizon. Watching everypony fixing, working and all that kind of stuff. Spike sat down next to her. "Spike! I didn't think you would come out this early," said Rarity. "Are you feeling okay?" "Yes," replied Spike. "Everything is over. The Combine are gone. Now we can live in harmony again."

"Heh heh. Yeah. It was a great little journey we had."

Rarity put her hand over Spike's hand. "Now we can live in peace," said Rarity. Spike turned and met eyes with her. The sun was setting so sweetly. And drew closer and kissed. "This, is our new beginning," said Spike.

The Resistance

"How's the growth potion going Spike," asked Twilight. "Works like a charm! Taller, faster, more efficient, and most importantly, handsome." Bragged Spike.

"We don't have time for this Spike, grab the weapons and let's get going!"

"Fine, fine..."

It's been 15 years since the Combine invasion. 15 long years. Ever since then, ponies were being smuggled in and out of towns and cities through underground tunnels and metros. Twilight and the crew have been helping ponies get through more of an open area because of a collapse that happened down at the tunnel. "How many did we lose," asked Applejack. "Only one, but that one was a philly," said a saddened Rarity.

"Consarnit! A philly?! Why would you let this happen!"

"I did what I could Applejack! There were just too many!"

"Alright. Alright. Let's see here. Ah! There's a better route. But it's armed to the teeth by the Combine."

Just as Applejack was about to explain, Twilight and Spike arrived. "Twilight! Thank goodness you are safe. There were more of the Metro Police during this patrol," said Applejack with relief. "Look at you Spike! You've, you've gotten, taller, and handsome," exclaimed Rarity. "No time for chit-chat, where's Pinkie Pie, Fluttershy and Rainbow Dash?" Interrupted Twilight.

"I believe Pinkie and Fluttershy are on their supply run." said Rarity

"And Rainbow Dash?"

"She's on her way."

Spike drops the arsenal of weaponry down on the table. "So, this is what I managed to pick up on the way here," said Spike. "Great! This'll be great! Now I can have my revenge on what they did to Big Macintosh," said Applejack with her voice a bit shaky. "I know. But we need you to stay here. Spike, Rarity and I will be taking them on. Applejack, you stay here and wait until Pinkie Pie and the rest of them arrive," said Twilight. "What?! Why? You know what they did to him! I don't want that to happen to ANY of us,"

"That's why I want you to stay here. I want you to think of that. How to stop them. Make some plans."

"Pfft. Whatever."

"Alright everypony. Let's do this!"

Opening the Checkpoint

"Rarity! Move up! Spike, head in that cottage and get out your sniper," Ordered Twilight. "Got it," Exclaimed Spike. "You got it, Twilight," said Rarity. As they all slowly head into a Combine checkpoint, they order civilian ponies to stay out of the checkpoint and to tell others to head a different way.

As the checkpoint gate closed and the Combine possessing only pistols and SMGs, Spike, Rarity and Twlight got into their positions. "Ready," said Spike. "Ready over here too Twilight," Said Rarity. "Alright ponies, give them hell," yelled Twilight.

"How do you like this! Great going Rarity. How are you Twilight?"

"I'm doing fine. Wait, what are they bringing out? Oh no. Spike! Watch out for the RPG!"

But it was too late. Wood and bricks fly as the cottage was hit by the fiery rocket. "SPIKE!! No no no no, please no." worried Twilight as she slowly moves away from her position. All that could be heard was radio static. But then, "Twilight, just... Keep firing... Worry about me later," said Spike in a very weak voice.

"Look! They're retreating!" yelled Rarity.

It was true. The Metro Police had had enough lost men during that fight. They took their APCs and drove out back to their headquarters bashing the checkpoint gate. The checkpoint gate was already smashed open. So that left only worries on Spike. Though he had enough energy to stumble out of the cottage, he wasn't looking to well.

"Spike," yelled Rarity as she caught him. "He isn't looking well Twilight, I'll take him back. You stay here and clear up the checkpoint."

"Okay. You keep Spike safe now," said Twilight.

Upon arriving at the Resistance Base, Spike was immediately layed on the nearest bed. "Stay with me Spike," said Rarity. "I'm here, don't worry," said Spike who still had a weak voice. Blood covered somewhat of his upper body.

"Spike, don't leave me. Please."

"You know I won't leave you Rarity. I am here to protect you."

"Get him the bandages! Hurry! Gather any medical supplies you can!"

Pinkie, Fluttershy and Rainbow Dash run around grabbing whatever they could to help Spike. Their effort was rewarded with Spike surviving and remaining in stable condition. The one thing that lingers in Rarity's head is that Spike is there to protect her.

To Canterlot!

***WARNING***

VULGAR LANGUAGE IS PRESENT

"Twilight... Damn this blasted machine," said Shining Armor.

"Shining Armor," exclaimed Twilight. "Where are you? Is Princess Celestia and Princess Cadence safe?"

"Don't worry they're fine. Damn it. Jones! Fix the antenna! Get a better signal!"

"How about Princess Luna?"

"I think she retreated to the moon."

"Alright. What did you need? Why did you call us?"

"We need help. We are barely keeping the castle safe. Please. We need you to bring whoever you can here! See if Manehatten or Phillydelphia can help!"

"They've got their own problems."

"Just try to ask them. Please."

"Sigh. Alright. I'll see what we can do."

Twilight turns to everyone in the room. Though her face grim, she still tried to push as much power into her voice. "Alright everypony, Princess Celestia needs our help. We need to gather as many ponies as we can to help return the fight to our favor! Spitfire, Jake, can you keep an eye on this place while we are gone?"

"You can count on it," said Spitfire and Jake in unison.

"I'm counting on the both of you to watch over Ponyville and Spike."

"Watch... Over... Me," said Spike.

Though everyone was surprised and mostly staring in awe, Rainbow Dash managed to pull out a few words. "How're you already out of bed?"

"The bandages and my scales can help it heal. But I'm coming with you guys."

"Spike, you can't. Not in your condition," interrupted Rarity.

"But-"

"Rarity is right Spike. Stay here. Get some rest," said Applejack.

"Alright everypony. Let's get going," said Twilight.

Checkpoint Down

"Oh yea! Another checkpoint down! Great job girls," exclaimed Twilight. It's been an hour and already at least 15 checkpoints have been taken down. This freed many ponies from their captivity between each checkpoint. Slowly and slowly. Phillydelphia was coming back to the ponies' control.

"Alright girls. The next step is to take on that Combine base. That should free up the Commander's troops and also shut down the checkpoints and force the Combine to retreat back to their Citadel," said Twilight.

As they approach the base, the could see multiple watchtowers and heavily armed Combine troopers. This time, the ponies knew they had to be cautious.

They slowly slipped into the base, silently eliminating the Combine Soldiers. After a bit of trouble, they finally reach the main control room. "From here, I should be able to shut down the rest of the checkpoints and open the cells," said Twilight.

"And the turrets," asked Rainbow.

"I think I can override their targeting system and make them fire at the Combine."

As Twilight began to override the controls, Combine soldiers came in who were then stopped at their path by turrets and gunfire. "Alright, that should do it," said Twilight. The cells opened up freeing excited ponies who then ran for the nearest door. And for the Combine, they either retreated or were gunned down by turrets. With the checkpoints destroyed and Phillydelphia finally liberated, Twilight knew that she'd be getting lots of troopers. She was right.

"Thank you Twilight Sparkle. You are what you truly are. A valiant soldier. You always will be. You and your fellow friends have been a great help. We have men on standby. Just contact us when you are ready," said the Commander.

"Thanks again for the soldiers."

"Thank you for the help."

Plans

The soldier fell. Blood gushing from his head. Spitfire took the shot. As Spike got up, he grabbed the closest rifle and shot any Combine Soldier in site. Rarity and Twilight ran to Spike helping him up and getting him to safety. "Spike! Don't scare us like that," yelled Rarity. Spike just laughed.

They were pinned down. With a limited amount of ammo. It seemed hopeless. But then a rush of bullets hit the front-line Combine Soldiers straight into their skulls. No one knows who fired the bullets. But as soon as they look up, they saw at least 10 Pegasus arriving to provide assistance. "Did anyone call for some cavalry," asked what seem to be the leader of the Pegasus.

"Oh yeah," yelled Spike. "Great shooting guys. Let's mop up the rest of 'em!"

Most of the Combine were killed. The rest retreated. Looks like the ponies managed to survive. They ran back to their base to discuss the plans on how to take help save Canterlot.

"If you take a front assault, you'll be cut down. The Combine have set snipers and mounted turrets in the front gates," said Shining Armor. "Hmm. Is there a sewer or some other way to get in," asked Twilight.

"I think there's two ways. But one's through a city that's been torn apart by Combine artillery shells."

"Hoofenholm..."

"Yes. The other way is through a lake. But I'd say insert one person through Hoofenholm so they could get to Canterlot quicker. It's also good to provide a small distraction to help us get our bearings."

"Why not send a full team into Hoofenholm?"

"It'd attract some unwanted attention. Even if the Combine have shelled the place, they aren't afraid to come and see what's with the commotion."

An explosion is heard coming through Shining Armor's side of the transmission. "Crap! I have to go little sis," said Shining Armor. Then the radio was cut off. "So, who's gonna take the Hoofenholm path," asked Twilight. "I will," said Rarity.

"No," said Spike. "It's too dangerous. I'll go."

"But Spike..."

"I've already made up my mind."

"Okay Spike. Be careful," said Twilight.

Hoofenholm

Hoofenholm, deserted. The only thing Spike could see was blood splatters, old artillery shells, and swamp water. "I'd better get moving. I don't like the looks of this place," said Spike, talking to himself. He began to travel through broken buildings when he was suddenly ambushed by headcrab zombies. "Gah," yelled Spike firing his pistol at the headcrabs. "Jesus that was too close..."

As Spike continues on, he hears multiple amounts of moaning. "Oh god... This place," said Spike. "The ponies that used to live here..." Even though Spike himself is brave, any ghost town and infected city can scare you. He began to pass through a broken down apartment building filled with zombie ponies. After fighting through that horrible building, Spike depleted his ammunition. But luckily, he managed to find a machete. He hacked and slashed until he heard gunfire followed by laughter.

As he passed through, he found himself staring at a pike with zombie ponies of all kind. But when he looked up, he saw a man dressed in a bloody outfit. "Ah! Brother," said the man. "I am Father Colten."

"I'm Spike. I need to get through the city," said Spike.

"So another. Alright then. We will meet up again later. I have traps all around the city. You may use them. But be careful to not fall into them yourself. Heh heh ha ha ha..."

As Colten left, Spike wondered if he should trust this man. He has gone insane. But what choice did Spike have? He continued on activating traps and slaughtering zombies. As he walked through the streets, he could see what seemed like almost skinless zombie ponies gliding over rooftops. He didn't bother shooting them. They were too fast. He continued on solving minor puzzles. He may have gotten scratched a few times but he pulled through. He finally arrived at the lift.

"Hold on brother! I will bring the lift over. Defend yourself," said Father Colten. The skinless ponies were fast. But Spike held out long enough to reach the lift and make it to the other side. "Ah, it is good to finally work as one. There is an exit over here. I will hold the gate. As for me, a shepherd must tend to his flock, especially when they have grown... unruly."

"I understand." said Spike. They continued on destroying the undead until they reached the gate. As Father Colten opened the gate he said, "Go brother!" He began getting swarmed by zombies and was still shooting. His laughter filled the air. Spike looked away and continued to walk on.

The Castle

Making their way through the city, Twilight and Rarity helped clear out spots of Canterlot to provide breathing room for some of the rebels. "Hey, thanks Twilight," said one of the rebels. "What's the fastest route to the castle," asked Twilight.

"You can take these buildings. We've set up drawbridges to connect buildings. Watch out though, the Combine are swarming in those parts of the city. But, the rebels there could provide some assistance."

"Thanks."

As Twilight and Rarity made their way through the buildings, they got hit hard by the Combine. Rarity got hit on her shoulder twice by a plasma burst and Twilight got grazed by one near her abdomen. "Rarity," yelled Twilight as she limps towards her. "I'm fine. Let's keep moving," said Rarity "We'll cover you," yelled a Rebel. After two medics helped them across, they gave them medical supplies and patch them up as best as they could. "This should hold. Now we've gotta get back to the fight! Good luck out there. It should be clear from here. Just watch out for scanners," said one of the medics. "Alright Rarity, let's get moving," said Twilight.

They finally reached the castle. It was being attacked heavily. But, they managed to slip through the back. "Twiley," exclaimed Shining Armor. "Thank heavens your safe. Are you fine?" "Aside from these injuries, yes, we are just fine," sneered Twilight. Rarity had seemed awfully quieter that usual. Spike had been clouding her head. She finally came to. "Rarity," yelled Twilight. "Hello?" "Huh? Oh yes, what is it Twilight," asked Rarity.

"What's wrong?"

"No it's nothing."

"You've been awfully quiet ever since we were at the base."

"It's just that... That"

"That?"

"I told Spike I loved him before. But I do love Jake."

"What?! Why would you tell Spike? You know how sensitive he is!"

"I know! That's why I regret it-"

Suddenly the front of the castle blew open. Combine Soldiers pouring in as fast as they could. A large amount of gunfire and explosions could be heard from all around. The Rebels did what they could. It just seemed as it wasn't enough. Maybe Shining Armor sent too many rebels out to clear the city. That was it. Shining Armor was hit with a bolt. It hit him hard in the chest. He crumpled to the ground unconscious. "Shining Armor," yelled Twilight. She was then struck in the shoulder. She also fell.

That was it. Rarity and only a handful of rebels. None of the princesses were there. Everything fell silent around Rarity. Spike was gone. Twilight was gone. Her friends weren't there. She felt alone. Stuck in despair. There was nothing she could do.

Saved

"Spike," she yelled. Tears filled her eyes. She had thought everyone had gone. She looked around. Shining Armor nor Twilight were laying still. They weren't even there. "Spike, I'm sorry for everything," said Rarity. She broke out into tears and fell to her knees. Spike knelt down to comfort her. "It's okay."

        "I thought I loved Jake. But in the end, I thought of you as being the only one."

        Spike helped her up. "Come on, the others are waiting for us outside." Spike smiled at her. As they walked outside, Rarity saw large amounts of rebels walking around with tanks. As she looked up, she so Pegasus soaring through the sky, followed by Rainbow Dash and Spitfire. She saw Applejack and Pinkie tending to Twilight and Shining Armor. She saw Fluttershy wave. She waved back. "I never had this feeling in a long time," said Rarity. "It's finally over. Everything." But suddenly. A loud gunshot occurred. Followed by commands like, "The tower! Shoot down that tower!" Not all the Combine were dead. The consequence was great. Spike was bit hard in the back by a sniper round. Though his scales cushoined the shot, he still fell. A rebel with a rocket launcher immediately shot down the tower and called a medic to help Spike.

         "He should survive," said the medic. Rarity wasn't sure. He may have survived a lot. But could he survive this? But they all took a transport vehicle back to Ponyville with more rebels to be sure it stays secure.

         Upon arriving, they immediately lay Spike on a bed and begin to close the wound and bandage him. Everyone decided to do what they would do when they waited.