It was chaos.

Hundreds of fighters and bombers sat in Fort Clouderdale, awaiting takeoff orders, lining up on the runways, or taxiing to their hangars and outdoor pads for combat outfitting. Dozens of squad transports sat on either side of the runways, loading and unloading vehicles, ammunition, equipment, fuel, even ponies. An old Battlecry-class Cruiser and several troopships lay in makeshift berths. Stalwart and Glacier tanks rolled slowly into the whale-like transports while gantries loaded large-caliber shells and missiles onto the Battlecry. Somewhere, logisticians were racking their minds in an effort to make sense of all this.

Rainbow Dash watched from the passenger shuttle’s window, inspecting an SF.22 Strike Fury's VTOL intakes as a ground crew loaded missiles and equipment pods onto its external hardpoints. A quick peek into the internal weapons bays showed her why they even bothered to use the external points at all. There was no way the Fury could take off vertically with all that ammunition. Further down the line were eleven other similarly loaded Furies and their crews. Even further down were four jet black, alien-looking aircraft with much more numerous service crew than usual. Her pegasus eyes even allowed her to pick out ponies wearing lab coats from this distance.

She took a deep breath, watching pieces of altocumulus billow onto the wheels of her shuttle. Normally, altocumulus came in patches too unstable to drive or even walk on, but thanks to magic and superdense cloud engineering, Fort Clouderdale could serve not only as a pegasus deployment barracks, but also as a forward base for aircraft and land-based cavalry. Rainbow Dash looked down and slid deep into thought.

She had wondered why they went through all the trouble to get her here with a stealth transport when a simple letter of summons would have sufficed, but the world of black-ops often worked in convoluted and incomprehensible ways. Specter had explained to her that it was a way to confound any attempts to intercept her en-route to the base, but after some thought, Rainbow Dash declared that it was only a partial explanation. Specter nodded and blocked further questions by supplying small-talk of his own.

A sudden jolt broke her out of her reverie. "Slot Echo-3!" The bus ground to a stop along the four aircraft and unloaded the last batch of pilots, Wing Leader Dash included.

With time to spare, the ponies saluted as she approached. She returned the gestures and went back to inspecting the planes. They had diamond-shaped wings and a noticeable lack of separate horizontal and vertical stabilizers, which had been combined into a pair of diagonal "v-tail" stabilators instead. She made rough size estimates as she paced around the craft, coming up to a figure roughly twenty percent larger than the Furies' dimensions.

"Black Widow," she whispered to herself as she read the airplane's nameplate.

She did a wing-assisted hop and landed on top of one of the plane’s walkable surfaces. The massive VTOL manifold's cover flap had a bright red hourglass painted onto it by way of unauthorized markings. Rainbow Dash decided to overlook the fact and keep the marking. It was unloyal to a plane to take away its namesake after all.

The crew chief called to her from outside the marked triangle in which the plane sat, waving around a checklist holder. The wing leader joined him on the ground.

"'Sup?"

"The sky." The chief grinned good-naturedly. "Everything's all green from here. Just need to wait for the fuel, and you're good to go."

Dash smiled back and nodded. "Okay. Thanks 'Lane."

"No prob." The stallion nodded back and moved off to manage his crew.

The rainbow-maned pilot flexed her wings and adjusted her flight suit, deciding to look around to pass the time. The other pilots of her wing were talking with their crew chiefs or sitting in their cockpits waiting for the fuel to arrive. Clouderdale's fleet of trucks had been so overwhelmed by the sheer number of planes being put into the air that they were having trouble keeping things on schedule. A quick look at the fuel-hungry AC.5 gunship sitting on the tarmac and the half-dozen trucks clustered around it was a testament to that.

Thankfully, the Furies were all fueled up and ready to fly, allowing the trucks to attend to the Widows next to them. She watched technicians hooking up large hoses carrying liquefied Arcanite (Magnite's more benign cousin) as she climbed into the cockpit, initiating the APU so she could lower the bubble canopy. The pilot hooked herself up to the oxygen, triple-checked the restraints, and went through the whole checklist as her plane was fueled.

Thunderlane rapped on the Widow's hull as the techs finished fueling her up, giving her the go to light the fires. Dash did so eagerly, grinning as the twin turbojets came to life with a loud roar. She coaxed the engines back to a low whine and waited for permission to line up with the runway. Normally, she would have taken off vertically but the red 'no VTOL' warning in the bottom corner of her display-in-visor system told her it would be a bad idea to do so. She was loaded with enough munitions to make the knights of old green with envy a hundred times over.

The ground crews left the four Widows to wait, catching a ride on a passenger shuttle to wherever else they were needed. Rainbow Dash watched as an AC.121H "Windigo" lumbered off the runway, takeoff assistance rockets flaring out as it rose into the air. The AC.5 "Astral" she'd seen earlier joined it a minute later, its wake disturbing the superdense clouds alongside the runway. A trio of bat-winged B.3S "Specter" bombers climbed wraith-like into the air and shimmered out of existence as they vectored into their assigned flight path.

Eventually, four slots had been cleared in Runway 5 and they were ordered to taxi in, exchanging the appropriate radio chatter per-procedure, sometimes with a hint of humor. The Wonderbolt expertly manipulated the controls, lining up with the centerline as the last of the Furies took off on full afterburn.

“Queen Actual, Tower. Requesting takeoff. Over.”

"Clouderdale Tower to Queen Actual, runway clear. Takeoff is go. Clear skies and safe winds! Over."

"Queen Actual, Tower. I copy, thanks. Over."

Rainbow Dash grinned, jamming the throttles forward so she could feel the delightful kick in the guts sudden acceleration of this sort gave her. The engines roared as she trailed flame down the runway, reaching takeoff speed in mere seconds. She pulled up, and the Black Widow sliced into the air, invisible against the night save for its exhaust. Her wing mares joined her as she vectored in towards Ponyville.

There was no way in Tartarus she'd leave her friends hanging.

“Queen Actual to all, on me. Prepare for supercruise transit to mission area. Over.”

Twilight Sparkle hissed in pain as the dragon whirled around in the air, catching her in the barrel with its club-like tail. Her personal defense barrier flared, letting out a cascade of sparks as it absorbed the club’s kinetic energy. The alicorn righted herself and decided not to close the distance. Another hit would shatter the barrier completely and leave her defenseless; the generators needed a minute to reconstitute it, and a lot could happen to kill her in a minute. She allowed a trickle from her prodigious reserves to supplement the reactor’s output, reducing the recharge time by half.

She righted herself, flaring her wings out and twisting them to cancel her rotational momentum and allow her to proceed with controlled flight. She noted that she had lost around a hundred meters of altitude, a trifle compared to her current altitude of 1.295 kilometers. A fresh burst of static-laced audio describing the chaos of ground combat reminded her that she had to finish this quickly.

“Magic to any available. Am leaving area, please move in to secure. Over.”

“Affirmative, Magic. 1-1 Kingfisher and 2-1 Skysweeper moving to secure. Over.”

The alicorn poured energy into her horn, summoning a brilliant lance of stellar matter that shot towards her target with a thunderous crack! The bolt missed by a longshot, but that was the intention. She canceled the illusion and hit the dragon with her real weapon, a long burst of fire from her machine guns, into his open mouth. The heavy rounds ripped into its palette and reduced its brain to paste as they bounced around inside the thick skull. The dragon jerked like a puppet with cut strings and fell into the clouds. She took a moment to survey the area and catch her breath.

Thick plumes of black smoke roiled into the midnight sky, blotting out the stars like ink. The base of the plumes glowed with hellish red light as fires consumed entire city blocks. Weather ponies braved the dangerous sky, maneuvering heavily-laden clouds into position to try and douse the flames. Wreckage was everywhere. Burned-out tanks and armored vehicles lay alongside the blasted corpses of dragons and bits of drakeling matter.
This was her city, her Ponyville. She watched it grow over the years, first as its librarian and one of its protectors, and then as its ruler. She had watched it transform from a town on the cusp of city-hood into a bustling center of learning.

And now...this.

An angry grimace worked its way onto her face.

She wondered if this was what Celestia had felt all those centuries ago as Nightmare Moon burned the city she held dear.

“Can anypony hear me? We’re at grid kilo-two-three, request immediate assistance.” There was a burst of gunfire in the background, and then a muffled, anguished scream accompanied by the sound of tearing flesh. “I—I repeat, grid kilo-two-three, request—.” Twilight tuned them out. She had heard enough.

She swooped down towards the beleaguered defensive emplacement and unleashed a rain of explosive spells at the ground dragons and drakelings assaulting it. She had been too late to save the crew of a Chariot as a clutch of drakelings ripped it apart to get to the ponies inside. She heard them screaming in terror over the radio. Only when the last occupant had settled into the drakelings’ gullet did the merciful static come. She avenged the crew with an explosive blast of stellar matter, reducing the voracious predators to cinders in an instant.

Another call for help sounded in her ears, this time coming from behind the main lines. This time, it came from Forward Base Alpha.

“Honesty to anypony who can read me, we’re trapped inside the Barnyard Bargains! Requesting assistance!” The cowpony continued even as Twilight’s heart leapt into her throat. “Swarm a’ drakelings came rolling in from the south with a buncha’ dragons. Big ones too! They’ve got fancy armor jus’ welded onto them or something!”

Applejack!

“Hold on, AJ!” Twilight banked hard, powerful wingstrokes pushing her into the sound barrier as she rushed to her friends’ aid. “I’m on the way!”

Please be alive when I get there, AJ.

Some time ago…

Applejack ripped the gun from its holster and snapped it up as she got into a bipedal firing position, her hoof tightening around the trigger. The thought that this was a bad idea struck her, and she lowered the tiny 9mm and tucked it back into the holster. She watched the drakelings crash against the inner wall as machine gun emplacements poured fire into the advancing horde, supported by grenadiers and a few mortar units.

Vigilant's voice crackled in her ears from the command channel. “All units, fall back to secondary defensive positions. Noncombat personnel must fall back to the University. All casualties must be evacuated there also."

The armored cowpony calmly rejected that directive and substituted her own. She couldn’t look at herself in the mirror if she up and ran without putting up a decent fight. She rushed off the observation platform to the ground floor, where Rarity was calmly enunciating orders to get everything organized and packed up. The white mare had kept her faceplate up throughout the evening.

“Rares.” Applejack approached the fashionista. “Ya know wh—?”

“I know what you’re thinking, Applejack,” Rarity said calmly, interrupting her friend, “and I don’t quite agree with it. But I also do know that you won’t be able to live with yourself if you do otherwise. The weapons are over there.” She pointed towards the stack of crates at the far end of the supply depot. “Just let me delegate these orders to somepony else, and I’ll join you in a few.”

Applejack closed her mouth and cantered towards the stack of storage crates at the far end of the depot. The acronym-labeled crates only served to dazzle and confuse her until Rarity, true to her word, sauntered up beside her.

“Rarity, ya mind making sense of this?” She waved a hoof towards the containers.

“Of course, darling.”

The fashionista opened a few of the crates with her telekinesis, revealing all sorts of high-tech, high-firepower weaponry such as automatic grenade launchers, heavy machine guns, and infantry spell projectors nestled snugly in protective foam padding. Opening the smaller crates revealed the ammunition for the weapons beside them. Applejack spent a few seconds considering her options and pointed to the grenade launcher, the 12.7mm machine gun, and a caseless ammunition carbine. Rarity levitated the weapons out of their boxes and set them aside while she took out her own selection: a shotgun, a pair of caseless ammunition submachine guns, and—to Applejack’s surprise—a micro-rocket launcher.

They grabbed the requisite ammunition for their weapons and set about helping each other secure the heavy weapons to their combat harnesses. Applejack watched as the weapon status tabs appeared on her HUD, displaying the weapons’ heat levels and ammunition stock. She had 500 rounds for the machine gun, an extra 250 in a box magazine, and 50 grenades on the belt she had loaded.

Applejack tested the aiming system, the weapons tracking on their swivel mounts to follow her head as she looked around. No doubt Vigilant was going to blow a fuse once he found out they hadn’t pulled out, but she would cross that bridge when she got to it. She heard a few mechanical sounds as Rarity connected the launcher to the mount on her armor and loaded it with her telekinesis.

Rarity closed up her helmet and racked the slide on her guns in turn. “As they would say in the movies, Dear Applejack, ‘Let’s do this!’”

Rarity gritted her teeth as she sidestepped a drakeling, following it with her SMGs as she locked the armor into an upright walking position for better agility. The drakeling jerked around as anti-armor fletchettes from her SMGs did their work, puncturing thick scales and armored carapace alike. Applejack ducked under another drakeling’s charge and sent a powerful thrust into its belly with her hind legs, launching it into the ceiling. It crashed through the plywood and flattened against the upper floor’s concrete base with a wet smack.

The farmer mare rolled to her hooves and locked into an upright combat stance. A pair of drakelings bracketed them; hissing and shrieking like hellhounds straight from Tartarus. Applejack’s eyes narrowed behind her faceplate. She gave her opponent the universal ‘bring it’ gesture with her hoof. The drakeling launched off its claws, aiming for her throat, but got a good one across the muzzle for its trouble. Rarity preferred the more elegant approach. She extended the saber built into her armor’s right foreleg and flourished it challengingly. Her opponent replied like its partner and leapt at her, snarling as the sword—which now shimmered with sapphire energy—lashed at its leg, slicing the limb clean off.

Both drakelings landed with a heavy thud. The dismembered one yowled pitifully, and Applejack placed a round into its head with the machine gun, which now peeked over her shoulder. The one she had punched in the face was done, however. Her machine-augmented strength had shattered its skull like a vase, killing it instantly. Applejack gave her hoof an uneasy look and wiped it clean on the carpet.

“Man,” Applejack remarked, looking at her opponent’s corpse, “talk about overkill.”

Rarity let out a disgusted groan as she looked at the mess on the floor.

“C’mon, Rares. Let’s link up with the troops,” Applejack spoke up. “Hopefully, they’re holding out.”

The first few minutes of combat proved to be a rather gory affair with the amount of firepower the two brought to the field. Applejack’s machine gun and automatic grenade launcher brought the drakelings down in droves while Rarity’s micro rockets proved to be a devastating weapon against the lesser dragons in the mix. For a time, it had seemed that Alpha Base could actually hold out against this onslaught.

Murphy’s Law sure had a way of asserting itself.

Three dragons with strange, rune-covered armor grafted onto their bodies dropped from the sky and laid waste to everything they could see with claws, dragonfire, and terrifyingly..., magic.

That broke the defenders’ backs, forcing them to retreat into cover or pull out entirely as the defense line collapsed all around them. Rarity, Applejack, several soldiers, and a dozen civilian medical volunteers had been trapped in the Barnyard Bargains ever since, waiting for the break that would allow them to escape. The two armored mares and an accompanying soldier were currently weaving their way through the wrecked rooms to link up with the bulk of the trapped forces in the other side of the building. Occasionally, light air support or a flight of choppers would engage the dragons in an attempt to drive them off. That only managed to irritate the dragons. The armor that had been grafted onto them had proved to be impenetrable to mundane weapons, and that knowledge was paid for in blood.

Thankfully, the dragons didn’t really seem to care that there were trapped ponies in the mall...or thought that they had died during the last wave of drakelings. Caution dictated that they probably didn’t want that to change.

“Hold it.” Applejack stopped abruptly, causing Rarity to bump into her with the clink of armor plate.

“What is it?” Rarity whispered.

“Big hole. Big Red might see us.”

Rarity muttered an unladylike curse and shook her head. “Applesauce! How are we going to get past?”

“We could go across all stealth-like, but I think it’s better to jus’ teleport.”

The white mare considered. “I think not, unless I can eliminate the flash.”

The soldier that accompanied them sighed. “For Luna’s sake, just cast an invisibility spell, Generosity.”

“Right.” The white mare resisted the urge to put her hoof on her face and went to work.

A few seconds later, the three ponies sneaked across the gap and slunk back into the winding maze of the ruined Barnyard Bargains. It was one of those quiet intermissions between waves that set everypony on edge. A scuttling in the ruined cafeteria made them flinch and then laugh uneasily as it turned out to be a rat making full use of the buffet set out for it and its comrades. A lanky blue rat even seemed to be cooking a nice tomato soup. It waved towards them and offered a bowl. Rarity declined with as much politeness as she could muster and hurriedly led the other two ponies away.

“That was weird,” the tagalong said as they quickly made their way out of the cafeteria.

They’d managed to find their way into a clothing store, one that belonged to Rarity’s general clothing company ‘Generous Designs.’ The fact that all of the ponykins had been gnawed upon bode darkly on the three. The tagalong switched off his flashlight and turned on his Night-Eye charm, his eyes taking on a catlike appearance in response. He grimaced and rubbed his eyes. Rarity switched the display to night-vision mode and assumed Applejack did the same.

Rarity sniffed. “All these clothes...ruined!”

“Well, at least they aren’t the Elusive or Rarity lines,” Applejack snarked.

Rarity almost broke down at the thought of her premiere collection in tatters, but she remembered that she had to keep her composure. That didn’t keep her from snarking back, though.

“Yes, and I’m sure Sweet Apple Acres is having a wonderful time out there with those fire-breathing...things.”

She bit her lip as Applejack's ears folded and her tail went limp. The socialite unicorn knew she had struck a nerve.

“Applejack,” Rarity sidled up to her, “I’m sorry about that remark. That was rather uncouth of me.”

“S’alright, Rares,” the farmer replied, “I shouldn’t have said that about your clothes. Guess we’re all worked up….”

Her head shot up, ears straight. “Shoot! I shouldn’t have said that thing about clipped wings!”

“Clipped wings?”

“Ya remember when me an' Dash fought at Flutter’s house? I said somethin’ about clipping her wings or somesuch, and then she was fallin’ outta the sky like...like….” Her voice broke, and she sat despondently. “I was so torn up. I still haven’t apologized.”

Rarity opened her mouth to say something, then closed it. Instead, she placed a hoof on her withers. Applejack hung her head, made to wipe tears away, and then remembered that she was encased in armor.

“Uh…,” the tagalong’s voice echoed out beside them, “girls…. It’s a soft, fluffy moment and all, but we’ve got a much sharper problem at hoof….”

The two mares’ heads whipped around. A clutch of drakelings had decided to make an appearance, and they weren’t alone.

“Well, if it isn’t the namby pamby ponies playing dress-up in lame armor.” Big Red sneered from the window.

“Well, I never!” Rarity replied. “If it isn’t the rude one. Are you going to run from us like you did last time, or do I have to send you back to your mother?”

"As far is I recall, it was you losers who ran!" The red dragon said, "And don't talk about that bitch! So, what's it gonna be, ponies? Surrender and die sorta-quickly, or fight and make me mad?"

Rarity was silent as she braced herself.

The rocket launcher swiveled into a firing position and unleashed a salvo of rockets, which corkscrewed wildly as they homed in on the drakelings. Brilliant explosions rocked the building to its foundation. She reared up, lifted her submachine guns out of their holsters and fired them into the smoke as Applejack unloaded 12.7mm rounds at the dragon’s boxy head, forcing him to withdraw to a safer vantage point. Gunfire strobed, making it seem like one of Vinyl’s parties was taking place inside.

Suddenly, a massive claw burst through the wall and turned a good-sized section of the building into rubble, allowing moonlight to negate the strobing to some extent. The remaining drakelings charged, zig-zagging to avoid the same fate as their fallen clutchmates. Three of them pounced, trailing saliva from their mouths...and then crashed painfully into a shimmering blue plane of energy.

Rarity’s horn flickered out and the barrier disintegrated as she unloaded the contents of her magazine into the squirming drakelings, painting the carpet red with blood. Another of the draconic hound dogs caught her from the side, sending her tumbling into a clothes rack. The guns clattered loudly to the floor, out of reach. Her energy saber rasped out of its sheath in a spur-of-the-moment decision, extending to full length as azure energy flowed from its edges as she sliced apart the obstructing clothes. By the time she was free, the drakeling was already in the air.

She twisted her body and let the monstrous creature fall onto her blade. Flesh sizzled and crackled as she extracted the built-in weapon and retracted it back into its sheath on her fetlock.

The dragon just stood there, watching as they fought.

A series of thumps, followed by explosions shook the building, blasting out walls and cratering the floor as drakelings were reduced to mincemeat. Applejack’s machine gun thundered, the barrel’s tip glowing red hot. Hot brass clattered at her hooves as she panned the big gun around in wide arcs. Another five-round burst shot from the AGL, obliterating a countertop and the clutch of drakelings around it.

Both weapons then clicked empty.

Rarity saw Applejack bite down on the bit triggers a few more times, each with an accompanying click.

She spat the triggers out. “‘Sarnit!”

Undeterred, Applejack detached both weapons and whirled around. Her hind legs pistoned into a drakeling’s head, snapping it upwards with a loud cracking noise. Another drakeling took a one-two to the face, and a third was crushed under her weight, armor and all, like a bug. Rarity moved to pick up the slack while Applejack loaded the shorter belt into the MG, swinging both weapons around in wide arcs. Her weapons stopped firing just as suddenly. The white mare reached out with her magic for magazines that weren't there.

“Out!” Rarity called, tossing away her guns and extending both built-in sabers with a flourish.

A sudden realization hit Applejack like a 12.7mm round as she slid the belt in. “Shoot! Dragon’s a smart one!”

The dragon bellowed in victory and swiped them up with a massive claw.

Twilight landed hard enough to break the asphalt, the trailing shockwave only adding to the blast of debris that whirled around her. Time flowed like molasses as she analyzed her prospective opponent. Scanning spells radiated from her horn as she took in vital statistics and compared them with what she knew.

Gamma-class dragon, capable of flight but focused primarily on brute strength rather than agility. Etheric readings indicate additional defensive and offensive enchantments on worn armor…. That’s not right…. It’s been grafted into him! Digression. Addendum, drakolithic glyphs in conjunction with etheric outflow on armor plate indicate the presence of draconic power runes. Effects unknown. Caution advised.

All pretense of that conclusion was thrown to the wind the moment Twilight saw what it grasped. Two mares struggled in its massive claw, trapped in crushed armor plating as it snacked on the remains of a soldier stallion like he was some delicacy to be enjoyed.

Applejack! Rarity!

The armored princess ripped the turret from a wrecked tank and separated the gun barrel from the base as she charged, hurling the turret at the dragon. She wielded the barrel like a baseball bat in her telekinesis. The dragon turned around just in time to deflect the projectile with a swipe of its other foreclaw. At that point, her impromptu weapon had just broken the sound barrier twice over at the apex of her swing and slammed into the dragon’s head with enough force to send it crashing into the Barnyard Bargains.

Twilight grabbed her friends with her telekinesis and teleported them someplace safe as the dragon clawed its way out of the rubble.

“Well, if it isn’t the namby-pamby purple princess pony,” he sneered, wiping blood from his mouth. “Oh, this will be fun!”

Images of Spike’s disastrous first attempt at integrating into dragon society rushed from the depths of her memory. Spike had just barely escaped the beating the outcasts gave him after he refused to crush the phoenix eggs. She was lucky to have arrived when she did.

“Not if I can help it,” Twilight replied, tensing up for another swing.

She noticed the wispy tendrils of energy that coalesced around a power rune as the dragon’s claw shot out, intercepting her weapon mid-swing and yanking it out of her telekinetic grasp. Calculations concluded that there was no way a dragon of his size and weight could move fast enough unless there was an unconsidered variable. She deduced that her opponent was under the effect of a Haste-type spell or enchantment. It would be fortuitous to break that enchantment as quickly as possible.

The dragon lashed out with his claw and she nimbly dodged out of the way, partly due to the fact that she was under a Haste spell of her own making. Normally, Hasting was a spell under the Temporal school, but she realized she could mimic the effect by instead increasing the rate at which a pony perceived the world and reinforcing bodily structures to compensate, in effect giving her a spell with the same effects for much lower energy consumption than as usual.

Her horn glowed and a rain of astral swords fell from the stars, forcing the dragon to duck and weave between the falling blades to get to her. She dodged out of the way of another clumsy swipe and lashed out with her club. The tip broke the sound barrier just before impacting across her opponent’s snout, sending him careening to the ground before he regained his balance.

“I hate this,” he growled, spitting out a tooth.

“And I hate what you’ve done to my city.”

“Oh, it’s just revenge, pony princess. Besides, the nobles cast us out. You should be blaming them in the first place.”

“That’s like blaming the butterfly for the hurricane on the other side of the world. But I digress.” Twilight swung the club hard enough to shatter it like glass as it slammed into the dragon’s chin. She took the fragments and used them to perforate its wing membranes, making it roar in fury as she took away its capability for flight, at least for the moment. She could already see the healing energy collecting around the tears in the membrane.

That also precluded any help the dragon may have had. “Get her!” The red dragon roared as Twilight flew out of range.

Two dragons punctured the clouds. One was small and scrawny, but the wicked gleam in his wild, unfocused eyes and the way he twitched and shivered told her that he would be a challenge despite that. The other dragon was stocky, built like a tank, and probably as dense and impenetrable as one too. They were unarmored, but she could feel similar spells at work.

Twilight extended her wingblades and channeled arcs of coruscating energy along the leading edges, making it seem as if she was trailing magenta light as she flew. To many, it was a beautiful display of the newest princess’s raw power. It was also the harbinger of death. She feinted as the fast one dove from above, attempting to bracket her between himself and his compatriot.

Instead of attempting to maneuver out of the way, she merely teleported into a point opposite the scrawny purple dragon and sent a rain of energy bolts his way. To her credit, he was able to weave past the barrage and get into flame range, but she had already anticipated that. A violet plane of energy materialized right in front of the dragon, crunching his muzzle painfully. He roared in outrage and attempted to skirt around the barrier, only to find another one in his path.

Thus distracted, he never saw the fast approaching princess as she homed in for the killing blow. It took no effort to create a force plane with definite length but zero width and thickness and align it so that it acted as a blade rather than a shield. In fact, that was exactly the concept behind the wing blade system pioneered for combat harnesses in recent years. Older models had to do with lightweight materials such as carbon fiber held straight by a force field, but they tended to snap if the force behind the swing exceeded a certain threshold.

What Twilight didn’t expect however, was for the dragon to disappear just as she passed. She flared her wings and fell into a hover, turning around in mid air to search for her opponent’s whereabouts.

“Huh --?” Pain flared across her flank as a massive tail slammed into her.

The world spun and her stomach voiced its protest as the sky and the ground whirled around another in a sickening tango. She could have sworn the sky was empty a while ago, and anyway, she didn’t have time to punish herself for her inattention. The ground was rushing up to meet her. She flared her wings, grimacing as the wind resistance almost threatened to pull the limbs out of their sockets, and stabilized her trajectory with some trouble, landing on an apartment rooftop some distance from the BB Mart.

She briefly opened her helmet and released her stomach’s discontent before taking a sip from the built-in hydrator to wash the bad taste out. The princess did a quick diagnostic on herself and the armor, noting that the armor plate on her left side was cracked. That dragon had taken down her barrier with one hit, and it was not something she wanted to repeat again. Twilight removed the ruined machine gun and stretched her injured wing. Her horn glowed as the bone knit itself back together.

She hadn’t expected the dragon to teleport. Twilight cursed and spat some blood onto the floor.

Fat Brown burst out of a cloud of smoke at the 9 o’clock position, its massive belly undulating with each wingstroke. Skinny Violet joined the large dragon a few moments later, vibrating with hyperactive energy as they called out taunts directed at her. Twilight cast an invisibility spell on herself and gently glided down to street level.

“Come out, come out wherever you are! We just wanna play!”

She ripped a bent 220mm cannon barrel off a wrecked Glacier and burst out of hiding as the dragons passed overhead. The dragons looked down in shock, and then the big one received a haymaker to the face. Teeth and blood flew out of the dragon’s maw while he spun around. She didn’t let up. The makeshift bat cracked into its chest. The force of the impact made the fat dragon ripple like a water balloon. Another blow into the back of the head sent it tumbling down, dazed and possibly unconscious. It gouged a trench into the asphalt below.

By then, the fast one had recovered from its shock and charged her, opening up with a blast of flame. The alicorn vanished in a flash of light and reappeared in the opposite direction with a dozen astral swords at her side. The Swords Like Stars spell was very useful, as the etheric constructs could be charged with different effects. These exploded after embedding themselves into the target. She let loose, the constructs trailing magenta light as they accelerated towards their target.

To its credit, the skinny dragon managed to dodge all but one of the swords, which scored a glancing hit across the barrel. However, the distraction served to allow the bat to maneuver into a suitable angle. She slammed one end into its gut just underneath the ribcage. The sudden outflow of air nearly blew her off-course, but she adjusted her angle of attack to compensate even as her weapon swung in to hit it across the back. Several of the dorsal spikes shattered, and blood flowed from the wounds caused by the shards entering its flesh.

Something else broke too, judging by the way the dragon suddenly lost control of its wings and rear half. The dragon flailed around in the air as Twilight assisted its downward acceleration by slamming the end of her bat down onto its chest.

They'd be back in a while: a powerful healing contingency spell had been placed on them, and there were no signs of it faltering just yet. Of course, that left the red one. Twilight raised her altitude to half a kilometer and hovered in place to scan for her main opponent. Movement in the four o'clock snapped her head in that direction.

She barely even had time to react before a massive blow sent her spinning out of control. Alarms blared in her ears as the sky and the ground rapidly switched places in her vision. A spike of pain lanced into her back and stars exploded in her vision as she crashed into a warehouse’s thick outer wall. She felt something break as she slammed back-first into the concrete, gouging out a narrow trench.

Twilight groaned in pain and was about to run another healing spell when a dragon burst through the wall.

“Well, that was bucked,” Vinyl said as they charged through the White Tail Woods with reckless abandon, shots from their pursuers snapping all around their heads. Sporadic return-fire from the infiltrators only bought so much time.

“Tell me about it,” one of the changelings intoned. She then craned her head to yell at them. “If you wanna put more holes in me, try harder!”

“Don’t tempt it!” Octavia hissed, slowing down a bit so she could fire her SMG into their pursuers' general direction. A scream of pain sounded out somewhere behind her.

“Bah!” the changeling spat. “That’s just a load of horseapples!”

“No!” the two musicians hissed.

As if to prove their point, a bullet sparked off the tip of the changeling’s horn, eliciting a pained cry as she held a chitinous hoof over it while running three-legged. Another changeling wasn’t so lucky. A bullet shattered the carapace on her left flank and sent her tumbling to the ground. Somepony picked her up and carried her, even as she yelled for them to leave her behind. Chameleon dug his hooves into the dirt and shouldered a rocket launcher.

Thump!

The rocket blasted away on a plume of smoke, exploding in a bright flash somewhere in the trees. The volume of fire coming from their pursuers dropped considerably, and another rocket followed just to make sure. Chammie dropped the dual-shot launcher and caught up with the small band, jumping over fallen trees with aid from his dragonfly wings.

Eventually, the gunfire stopped and the thunder of hooves chasing after them faded into the soft chirping of crickets and other sounds of various woodland animals.

“Okay, I think we’ve lost them.” Octavia said.

Vinyl butted in. “Yeah, after last time, I hope they are….”

Octavia rolled her eyes and continued after scanning the area with her ears. “Anyway, let’s form up and find that boat quickly.”

They spent the next half an hour walking in relative silence; hooves are not very conducive to stealth, especially on leaf-strewn, twig-littered ground. Eventually, they came to a small lake by a clearing. A ring of stones sat in the center, indicating that a fire had burned inside it some time ago—and quite recently judging by the heat radiating from the ashes.

One of the signs that evac was near….

Innocuously, Octavia gathered a few good stones and decided to skip them across the placid surface. The first stone skipped only once before disappearing under the surface. The second, twice. And as she drew back her hoof for a third attempt, Vinyl’s voice broke her concentration.

“What’cha doin’, Tavi?”

“Skipping stones,” Octavia replied. “Would you care to join in?”

“Sure, why not?” Vinyl levitated a nice set of stones and tossed them one by one, failing miserably to hit the surface at the right angle. One such stone managed to make an ominous metallic booming sound as it hit the water’s surface.

Vinyl's eyes widened. “What was that?”

Her question was soon answered as a sleek, metallic shape rose out of the placid lake water like a long-forgotten aquatic predator. The mini-submarine was still for a minute, and then a hatch popped open, disgorging a trio of ponies who deployed an inflatable boat and rowed out towards them.

“’bout time you buggers showed up,” the wizened figure wearing the Navy Captain’s unifom drawled. “Since there are eight of you, Ah suppose Ah would hav’ta make two, three trips.” He squinted at the two ponies among the changelings, “You first, ladies. Hop along now, one two!”

“He reminds me of my grandpa.” Vinyl quietly observed, more to herself than to anyone else. She sniffed. “Smells like him too!”

“What’s that now, little Miss?”

They’d been walking for hours across the desert, braving freezing conditions and a general lack of morale. The guilt of the deed they’d done to the griffon fledgling bore heavily on their shoulders. Ideally, it should have been foal’s play to keep the truth about Orion a secret, but Pinkie’s constant questioning made that a very difficult task.

“Come on, guys! Why won’t you tell me?” Pinkie said, popping up from the top of Storm’s point of view as the sniper trudged through the sand. “Maybe it’s a surprise? I sure love surprises! But it’s funny because I usually do the surprising. Oh well! I’d love a change of pace! Oh, this is gonna be so much fun!”

“Pinkie, now isn’t the time,” Midnight cautioned. “We have to get moving.”

Storm rolled her eyes. She had always loved going lone wolf, and now she knew just exactly why. She wondered how Midnight managed to retain his sanity when Pinkie focused her interrogatory carpet bombing on him a few minutes ago. The scowl on Storm’s face grew steadily as Pinkie continued to bombard her with questions.

“Pinkie….” Midnight’s plea was unheard.

Thunder elbowed Oracle Two and pointed at Storm. The sniper dug a hoof into the sand as she leveled an ugly glare to the Element of Laughter. She snorted and assumed the classic pegasus threat posture: extended wings, digging hoof, and flattened ears. The other sniper moved to rein in his partner.

“You know, I just thought of something! He wanted me to have this, right?” Pinkie pulled out the plushie from her mane and gave it a tight hug. “Why don’t I give him something too? It’s like exchange presents!”

Oracle Two never got the chance.

“Shut up!” Storm turned to Pinkie, flaring her wings in rage. Oracle Two stepped back as a wing slapped painfully against his muzzle. “This is all just a big party to you, isn’t it? You wanna know so badly? Do you? Well, fine! He's dead! I killed him! I had to because if I didn’t, you and everyone else dragging your sorry rump back to Equestria would probably be dead!"

Tension hung in the air, suffocating noise and freezing motion. Even the wind had gone still.

“H-How could you?” Pinkie broke the silence, a look of hurt, sorrow, and betrayal etched clearly onto her face. Her hair literally deflated, hanging from her head and rear like a limp sheet as tears pooled in her eyes. She walked a little further from them now, and every time Midnight or Storm tried to talk to her, she simply just hid behind her mane and continued walking.

“…the shattered aegis of innocence,” Oracle Two said. “’tis not an easy thing to witness.”

“Now’s not the time for poetics,” Midnight said quietly. “EZ’s just above that dune. Hopefully, our ride’s still there. Let’s go.”

The V.23A Grasshopper was in fact, still there inside its cave. Only a griffon camp had sprouted around it. The military ponies quickly ducked behind the sand dune, and Magic had the foresight to tell Pinkie to find cover.

“Okay,” she said, trudging behind a rock.

Midnight frowned, wondering how he could make amends, but he set that aside for later to focus on the now. “What have we got, Storm?”

The sniper sucked in a breath and peered down her scope. “Dozen golfs, twice that in mikes. Probably more in the prefabs. Got a GE patrol airship nearby, no crew yet.”

“No direct attack possible then?”

“Nope. Don’t have to anyway.” Storm added, her ears twitching, “They’re all wearing the old uniform. You know, before Ravenous. They’re cussing him out too, and not in the way ponies cuss out their boss.”

“Deserters?”

“Strongheart Remnants. Friendlies.”

“How do we play it then?”

Storm whispered into his ear.

Minutes later, the soldiers had thrown down their arms in front of a bunch of surprised servicehens, asking to see the leader of this detachment. They were soon escorted inside the cave by a squad of Imperial Guards wearing Strongheart’s pattern. They noticed, though, that the tags read “Gilda Strongheart” instead of Gunter. Pinkie Pie darkened a bit when she saw the banner proclaiming the Empress’s name, and she had just opened her mouth to speak when a sleek griffon exited the command tent with a yawn, running a talon through her messy feathers. Midnight’s eyes almost buggered out when the Imperial Guards genuflected.

“Sup, boys?”

“My lady, the Equestrians have come to see you,” the squad leader rose.

“Oh? They’re finally kicking Ravenous out?”

“No, my lady,” he continued, “they require use of the Grasshopper to evacuate one of their heroes.”

“It’s the missing Element then. Gimme a sec.” The Empress finished rubbing her eyes and worked the kinks out of her back with loud pops. “Damn, that feels good…. You!”

Her eyes locked onto Pinkie’s despondent form, and then she remembered her composure. “Whisperwind, leave your guys outside. I’m going to have a talk with our guests.”

“Your will be done, my lady.”

The griffons left them waiting by the Grasshopper. Empress Gilda spoke up after a tense moment. “Tent.” She held the tent flap open as the ponies filtered in. She stepped in front of the pink mare as she made to enter.

“Pinkie Pie?” Gilda said, wringing her talons. “Hey, I’m sorry about what happened in Ponyville….” The tent flap fell closed, muffling the undoubtedly private conversation.”

This wasn’t happening! She was the Element of Magic for Celestia’s sake, so why was she losing against a trio of dragons with magic powered armor?

Twilight was becoming more and more frustrated. Each engagement had ended in a loss or a draw for her.

They were playing with her, and she knew it.

It was time for drastic measures.

She grasped pieces of rubble with her telekinesis and sent them hurtling at Big Red while she harried Fat Brown with a storm of swords and boxed in Skinny Violet with a force field. The red dragon, to par, was still moving too fast for its size and weight class, but then she figured she wasn’t thinking large enough. She grabbed both dragons with her telekinesis, added all of the debris she could find, and tossed them at supersonic speeds towards her main opponent.

If that wasn’t drastic enough, she summoned nearly a hundred astral blades, set them to explode on contact, and sent them on their way. Her head swam a bit as the exertion made itself known, but she pushed the discomfort aside and focused on the matter at hoof.

It turned out to be exactly the break she needed. The Haste enchantment overloaded in a fantastic display of arcs and light as Big Red tried to weave through the hail of projectiles, only for Skinny Violet and Fat Brown to slam into his chest and send the three of them tumbling uncontrollably into a mid-rise apartment building, collapsing it in a plume of dust. The blades slammed into the rubble and exploded, illuminating the dust cloud with strobes of violet light. The nimbus around her horn faded. The very tip glowed red-hot, and smoke rose from within the spirals.

Twilight wanted to say that nopony could have survived that, but she believed in double and triple-checking her work. The princess rained down all manner of offensive spells on the ruins. That said, she was very surprised and admittedly very scared, when movement appeared in the rubble before she could finish draining her reserves. Three very angry, very hostile dragons burst from the rubble and took the air, bellowing their rage and hate in between flak-like blasts of dragonfire that buffeted her as she tried to find a place to land. One such burst came very close to singing off the feathers on her wing.

They had been playing with her.

And now, the games were done.

A small clearing up ahead beckoned to her, and she tucked in her wings to expedite her descent.

But safety was not meant to be had. Skinny Violet intercepted her mid-fall with a headbut, sending her careening uncontrollably into the ground. The dust cleared, revealing her prone form lying in a personal crater. Twilight coughed, watching as blood spattered onto the faceplate and blocked the fuzzy, static-laced display. Pain alerted her to something badly broken in her leg as she tried to stand up. She lay down and ran a diagnostic spell. One of her cannon bones was fractured, and a tibia was broken completely.

She breathed, summoning the last of her reserves into a healing spell that would at least partially repair the bone. It was a wonder that she'd survived blows like this, but she chalked it up to her armor and dumb luck.

And they were both going to fail sooner or later.

She was tired. Tired of all the fighting and the dying and the flying. She' lost track of how many living beings she'd seen die since the sun fell. This was a feeling she was intimately familiar with, having almost failed Discord's mind games.

Its name was despair.

And there was no room in her heart for it….

...Not while she had friends to live for.

She gritted her teeth as the bone knit together. It felt like an army of ants were crawling into her body and eating her from the inside-out. The spell completed its work after eight agonizing minutes. She stood up, shaking off the dust and debris from her failing armor. The suit felt heavy, sluggish, and claustrophobic as she struggled to remain on her hooves. A window on her display flickered into existence and spat out a few error-filled readouts before finally printing something legible.

[4RMOR AT 25.6% 1NTEG@$(%!. SHIELDS OF@!(NE: INSUFFICIENT POWER]

[ACTUAT0RS DA&%@ED: STRENGTH AUG OFFLINE.]

"Could be better; could be worse." She shrugged, extending her wings to deploy the blades. Hopefully, she'd finally get around to using them properly before the sun rose.

[3:42 AM. RE>CTOR @!!LINE: AUX PWR 99.2x]

[REBOOOTING OS…3…2…1…COMPLETE]

“Attention all units, be advised friendly reinforcements inbound, forewarn noble dragons entering battle zone. Weapons tight. ETA, two-two mikes. Over.”

While ten seconds for this was asking too much, even for Rainbow Dash, 22 minutes was a reasonable goal. She coughed suddenly, droplets of blood sliding down the faceplate's interior. Internal bleeding caused her chest to rattle, and her body ached like never before. It was strange, really. Who would have thought that an unassuming unicorn librarian would be the one making a last stand against a horde of dragons?

She laughed almost bitterly, but it was more of a resigned laugh. Those three dragons that had beaten up Spike all those years ago? They were after her. They were playing with her. And even as an Alicorn, she was hopelessly outmatched. Whatever, whoever, had done this to them—fusing metal armor into flesh, even bone—was clearly very powerful and clearly very unhinged. It was like Sombra and his Crystal Golems all over again.

Twilight forced the grayness out of her vision and tapped into her armor’s emergency batteries. She wouldn’t need the charge where she was going anyway. A magic flare launched from the tip of her horn and lingered in the sky, before gently falling back to earth.

Twilight’s tail swished from side to side in anticipation as she searched the air.

A crimson blur shot from the sky and collided with the ground, sending up a cloud of dust that obscured her vision. Pieces of asphalt pinged off her armor as a shadow emerged from the plume, radiating uncontrolled hate and anger. Heavy footsteps marked its leisurely advance. Twilight stared into its hateful amber eyes. The dragon’s lips split in a toothy, ugly grin and spoke.

“Still alive, pony?”

“Oh, I don’t need to be. Not for long anyway,” Twilight said, disengaging the locks that held the battered pieces of armor in place. Heavy battle plate thudded on the pavement. The collection of pistons and actuators underneath came off, leaving her in just the undersuit and its power package. “Think you can take me in twenty minutes?”

Twilight took off before the dragon could answer, and a furious roar bellowed out behind her. She grinned, summoning a baker’s dozen of astral blades using power from the batteries. They hovered in the air for a second, and then shot towards her opponent. Now that the haste enchantment was gone, each of the blades found their mark and left red-hot furrows in the battered armor. Encouraged by the success, Twilight followed up with a trinity of plasma lances. That slagged the chestpiece entirely and left the surrounding scales a vibrant cherry red.

A small part of her noted the folly of using solar matter against dragons, but she justified it with the fact that she hadn’t yet gone past the basics of other schools of War Magic. Instead, she had to make do with what she had.

The dragon responded by clawing at her. When that proved unsatisfactory, it whirled around hoping to score a decent tailwhip. Twilight vaulted over that and gained distance with a few flaps of her wings. Her leg throbbed in protest as she landed, but she ignored it and launched a collection of debris into her enemy’s wing membrane. A dumbbell shaped collection of concrete and rebar tore a particularly large hole into the leathery skin. Instead of going after her, the red dragon just called for its lackeys and licked its claws.

Skinny Violet landed close by and joined the fight with a flurry of claw swings. One swing in particular trimmed the tips of her primaries in her left wing, but otherwise left her unharmed. The barrel of her spell projector glowed and she braced herself for the recoil as the blue-white energy rushed towards the skinny dragon, lancing into its side. The dragon howled painfully and collapsed, struggling to stand. It failed; the energetic projectile had burned into the spine, paralyzing it from the waist downwards. Another shot, timed for when the violet dragon opened its mouth to roar, reduced the cranium to burnt meat and slivers of bone. Dragons were just as soft and vulnerable as any creature under their scales.

[3:46 AM. REACTOR OFFLINE: AUX PWR 52.2%]

Her hackles rose, and she rolled to the side as a club-like tail slammed into the ground where she stood just a second ago. She had to admit a bit of awe and respect for Fat Brown: he was quite stealthy for something that big and heavy. Her horn glowed with a nimbus of magenta light, and an uprooted street light became a makeshift javelin traveling at half the speed of sound.

It wasn’t meant to go into something vital--just a pin to hold down the suitably froglike dragon down for dissection. Twilight flared her wings as she jumped over the dragon and extended the blades, which glowed brightly as they cut into scales and flesh with contemptuous ease. She had never been a good bladesmare, but she made up for it in improvisation. The blades weren't long enough to hit anything vital, but she knew something that was.

Another street light was rammed into the chink created by her previous attack, surrounded by a nimbus of magenta energy. She felt the pole snap as it came up against the dragon’s sternum, but it was enough. Fat Brown roared in agony as she stirred the pole around, convulsed and then went still as its boxy head crashed into the pavement. Twilight took a running, wing-assisted leap towards Big Red and threw another street lamp at him. The dragon reared up and caught the projectile with his claw. It looked at the street lamp for a moment, and then grinned evilly.

The weapon lashed out, whizzing past Twilight’s head with only millimeters to spare. The sonic boom blasted painfully in her ears and she reacted on instinct, pressing her hooves against her ears. That proved to be a nearly fatal mistake. Everything went black for a moment, and when her vision returned, she found herself partially buried in a pile of rubble that used to be a storefront. The dragon tossed the dented street lamp over his shoulder and loped toward her on four legs.

[3:50 AM. REACTOR OFFLINE: AUX PWR 10.1%]

“Gotcha,” he grinned.

She gave up trying to be objective; she was about to die anyway.

He tossed her to the ground in front of him. Her vision darkened as pain exploded in her wing. The area extensions fell away, clattering loudly on the asphalt. The helmet split apart and she saw several of the batteries scattered along her trajectory.

The world spun and stars exploded in her vision. She couldn't move. Something was broken…; everything was broken. She couldn’t feel her back legs. Her wings only twitched when she tried to move them.

“I love to play with my food,” he mused, and then sucked in a breath. "Oh well, break time’s over...."

It was the kind of inhalation that stole the air from her lungs in a rushing blast of sound and wind.

It was the prelude to fiery death.

Twilight closed her eyes and waited for the inevitable.

Heat bloomed over her back, but there was no pain--no feeling except for the gentle warmth of a fireplace on a cold winter night. She didn't feel her flesh burn away, and the smell of charred meat never filled her nose. Death never came.

“Don’t touch her!” a deep, unknown yet familiar voice rumbled, the promise of danger evident in his tone.

Twilight forced her eyes to open, trying to see through the gray haze that obscured her vision and burning it away through sheer willpower. She wavered, but managed to hang on long enough to catch a glimpse of the voice’s source. She saw shimmering purple scales, forest green crests, and green eyes burning with concern tinged with anger. The dragon reared up in challenge and loosed a stream of emerald flame, blackening the scales of her primary tormentor.

They were still for a moment, and then the duel began.

“Spike…,” she croaked, watching her little brother lay onto the red dragon with the fury of a hurricane.

It wasn’t enough. A claw tore a trio of bloody gashes across his face. The young dragon fell as his opponent stomped on his tail. Her heart thundered in her ears and darkness encroached on her vision. She felt warm somehow, almost radiant. The feeling spread through her even as everything faded to black.

So this is what it's like….

[ACTIVATING FAILSAFE]

The world went dark.

Author's Note

So, here we go! I had difficulties writing this chapter, but I think the finished product's good enough. So, tell me what you think.