As the strange flying machine disappears from site, Twilight Sparkle and Honor Blade continue to stare into the distance, still unable to comprehend with the situation. It wasn't until Twilight heard noises coming from outside that she snapped back to her senses, shaking her head Twilight trotted over to the hole in the wall, as she looked down she saw Canterlot in chaos, from what she could see every building had their windows and doors broken, and somehow a fire started on a few of the buildings, that's when Twilight looked lower and saw a huge crowd of objects entering the castle, "Are those *gulp* the monsters we've seen?"

Honor Blade blinked a couple of times before heading towards the hole in the wall, "Oh crap," he said as he looked down, "we've got to get out of here, before were trapped in,"

'I'd hate to say it but, we are trapped, those things are coming in from the only exit out of here," Twilight starts to touch her horn, "and I can't use my magic at all, and flying is out of the question since it requires magic, not to mention I am still not used to them, so how are we suppose to get out of here?" Twilight asked, "unless of course, you can cast a teleportation spell".

"No, but I think I know how we can get out of the castle, without having to fight our way threw all those monsters," Honor Blade said

"R-really?!" Twilight quickly turned to Honor Blade

"Yeah but we better hurry, if we stay in this tower for to long, then were really screwed," Honor Blade mentioned, Twilight nodded her head and the two galloped back down the stairs, but as they reached the bottom they were confronted by eight of those monsters, two maids, three royal guards, and three canterlot citizens, "Damn, they made it this far in already?!" Honor Blade's horn began to glow green, he closed his eyes and began to gather his magic, "Magic Bomb!" he shouted launching his head forward, a small ball of fuzz shot out and landed in the middle of the group, a small explosion pushes them a few feet away from each other.

"A small explosion? I was hoping for something more amazing," Twilight said with a frown

Honor Blade frowned and moved his eyes to look at Twilight, "Hey I didn't have enough time to gather more magic miss, I can't even use my own magic," Honor Blade looked forward,"Oh crap," just realizing he mocked a princess, Honor Blade turned to Twilight and apologized "I am sorry princess, I didn't mean to insult you like that," Honor Blade lowered his head.

"Oh, no, no, no," Twilight shook her head, "I should be the one apologizing, please just treat me like any other pony, not that titles matter any more any way," Twilight stated, the group of monsters started to get back up, "we should probably continue this another time".

"Right, come on this way," Honor Blade galloped pass the monsters and Twilight followed, after going threw more hallways, stairs, and fighting threw a few monsters Honor Blade finally stopped in front of a painting on the wall, "Okay we just got a ..." Honor Blade inspected the painting, the painting had three ponies, one of each species, a earth pony, a pegusis, and a unicorn, all smiling and dressed in phru phru clothing, and sitting around a table displaying a lot of food, inside of an old fashion house, a windigos is seen threw a window, Honor Blade shot a beam of magic at the windigos, after a few seconds the windigos disappears and a outline of a heart appears on top of the three ponies, the wall starts to shake and a staircase is shown going down.

"Wow I didn't know this castle had secret passages," Twilight said trying to look how far this staircase goes

"Well of course, their dozens of them around the castle," Honor Blade explained, "why the princess don't use them is beyond me," Honor Blade stood on his hind legs with his hooves bend but keeping them up to his face, and shooking his head.

While going down stairs Twilight asked, "So this passage will take us outside?"

"Yes, but there's another reason why I wanted to take this one,"

"Why this one?"

"You'll see in a while, although to be honest I don't feel right, having to resort to this," Honor Blade sighed

"I wonder what has him upset?" Twilight thought, as they reached the bottom of the stairs they saw a huge wooden door on their left, with torches on both sides of the door. Honor Blade stopped and stared at the door for a couple of minutes, Twilight tilted her head, not knowing why Blade was acting so depressed. Honor Blade finally pushed open the doors and went inside, Twilight followed only to be surrounded by total darkness, as she stepped into the room she felt as if she was standing on ice, Honor Blade pushed a button near the entrance of the door and the room started to light up, Twilight closed her eyes and lifted her left hoof up to her face from the sudden burst of light, "wha... what is this," Twilight asked trying to open her eyes but only to have them half way opened.

Honor Blade lowered his head, "This is a chamber were we keep... weapons," Twilight's hears twitched as she heard the word weapons.

"Weapons?" Twilight's eyes began to adjust to the light, Twilight looked around, the walls and the ground were made out of metal, she also saw long and tall shelf's that carried a large variety of guns, explosives, and swords, "but why would Equestria need such things?! Surely no pony could have thought something like this would have ever happened," Twilight stated as she trotted back a bit, her eyes moving around looking at everything in front of her.

Honor Blade started trotting towards Twilight, "That's true, no pony would have expected something like this not even the princesses," Honor Blade shook his head, "But the princesses weren't the one's who made them, they didn't even existed at the time this things were created".

"But then who made them?" Twilight asked

"These weapons were made eons ago by creatures far different then any thing that lives today," Honor Blade moved closer to a USP pistol with a flash light attached set on one of the shelf's, "only a few books talk about these creatures known as humans," Honor Blade sighed, "humans used to live with all of us ponies, manticores, griffons, and dragons".

Twilight trotted closer to Blade, "Humans were real?" Twilight stopped and thought to herself, "I guess I owe a certain unicorn an apology" and "what happened to them?" Twilight asked as she tilted her head to the left.

"They wanted more land, more power, more everything, and instead of talking it out they just waged war against everything in their way, and even though most creatures had magic, superior strength, and even both; the human's spirit, and courage proofed enough of a challenge, however during this war the humans started to turn on each other, fighting over which color was superior enough to rule their new kingdom, and soon enough the humans started pointing their own weapons against each other, and because of that they lost the war," Honor Blade closed his eyes, "Not taking any chances the rulers of each nation, accept the humans of course, decided to exterminate the human species and succeeded," Honor Blade opened his eyes and looked back at Twilight.

"Then why keep these weapons, and how do you know all of this?" Twilight asked

"This information was passed on to the new rulers, and they passed it on to the next, and so on and so forth, the only reason I know this is because Celestia entrusted some of us royal guards to use this information, in all honesty though I don't really understand how a story like that would have anything to do with us guard," Honor Blade rubs the back of his neck with his right hoof, "the moral seems as clear as day, get to greedy and you end up taking yourself and everyone else down with you, but that sounds more for a ruler to take to heart, and as to why we still have the weapons well, that's beyond me, even Celestia doesn't understand, all she could do is draw a hypothesis that the original rulers had a plan for them".

"Okay but how can they still be in good condition, weren't they around for eons?"

"Not sure maybe the original rulers put a spell on them," Honor Blade responded

"Well I don't see how they can be any use to us since the model of these weapons won't work so well with hooves" Twilight pointed out.

"That would be a problem," Honor Blade said as he rubbed his chin with his right hoof, "hmmm, ah that's right! some scientist remodeled a few so even an earth pony could use it," Honor Blade trotted towards the right wall and started going deeper into the room, Twilight slowly followed and saw Blade opening a cabinet.

"What are you looking for?" Twilight asked, Blade pulled out a black case and set it on top of the cabinet and began to open it, Twilight got closer to see what was in the case, as Blade opened the case four silver horseshoes are seen, "What really horseshoes?"

"Yeah I know, but trust me there useful," Honor Blade grabbed one with his levitation spell and dropped it on the ground near Twilight's front hoofs, "here put this one on"

"umm okay but which hoof?" asked Twilight

"It doesn't matter" Honor Blade answered, Twilight shrugged and placed her right hoof on it, the horseshoe attached its self to Twilight's hoof.

Shocked Twilight tried to shake it off, "HEY! What's it doing! Get it off!" Twilight screamed

"Whoa! Whoa! Twilight calm down its okay," Honor Blade placed his hooves on Twilight to get her to calm down, "It's fine that's just what it was programmed to do!"

"Wa-what?"

"Yeah it attaches it's self to the first pony it has contact with," Honor Blade explained as he pulled his hoofs off

"But how?" Twilight hold her hoof with the strange silver horseshoe to her face and inspected it, "is Equestria really this advanced in technology?"

"Well... no it actually came from another nation," Honor Blade replied

"From another nation? wait you mean other nations have these kinds of weapons too?!" Twilight asked

"Well yeah it's not like all of the weapons were given to Equestria, they were seperated with each ruler, and before you ask these were made recently, but the difference between these and actual guns is that the remodeled versions actually fire a blast of magic, not bullets," Honor Blade explained

"How does it do that?"

"In the instructions we got with them, it said that it was powered by something called the 'Mana Stone' not exactly sure what that is, another thing is that after a while its going to need some time to recharge," Honor Blade closed the case, chanted a spell and the case disappears in a green light.

"Okay then, how do I use it?"

"hmm if I remember correctly you just have to aim it and say fire, you can also set it in other modes, like shotgun, sub-machine gun, and even bazooka, although depending which mode it's on it would probably take a lot of magic," Honor Blade explained

"Alright, but I still have one more question, why isn't any of this in any history book, you know about the war, and the humans extinction, none of this is in any history books I've ever read and I've read nearly every history book about Equestria," Twilight asked

"Not really sure, I am guessing everypony forgot about them because of years of peace, but why this isn't mentioned in any history book is beyond me," Honor Blade shook his head, "now if that's all, I think we should get going," Honor Blade trotted back to the entrance with Twilight close behind, and picked up the USP, Twilight looked at Blade with concern, Honor Blade shook his head and said, "don't worry I won't use this on anypony, I am just going to take it with me just in case we find our self's in a tough situation," Honor Blade also got a settle bag to carry the USP.

"But what about all these other stuff? Not that I'am encouraging you but just wondering," Twilight stated

"No they'll just hold us back, it'll be better if we travel light," Honor Blade responded, Twilight nodded her head and headed out the door, as Honor Blade left he turned off the lights.

"So I am guessing this is what you and 'Wesker' were guarding," Twilight said

Honor Blade smiled and chuckled a little, "You nailed it," but that same smile soon disappeared when they heard a loud crash from up stairs.

"They aren't going to find this place, are they?" Twilight asked

"No, after a couple of minutes the wall reappears and you'll have to do the same process all over again," Honor Blade answered, "any way lets keep going," Twilight nodded her head and they both galloped down the hall.

After a while the floor, walls, and ceiling, began to turn in to a cave tunnel and every thing got more and more darker. Twilight looked to her sides wondering how much more longer it's going to take to make it to the end, until she tripped on a rock, as Twilight hit the ground she sent out a loud groan, Honor Blade stopped and looked back, "Twilight!?" Honor Blade galloped back and helped the purple alicorn back up, "you okay?" Honor Blade asked

"Yeah its just hard to see where I am going," Twilight responded

"Yeah all right here let me try a illumination spell," Honor Blade gathered his magic and a green light flashed and everything from ten feet was covered in light. Honor Blade's horn stayed lite, "better?"

"Much, thanks," said Twilight, Honor Blade nodded and they continued to gallop, "My, my, my what have we here?" "Oh great you again, what do you want now?"Twilight thought to the voice in her head, "Oh nothing really just enjoying that little scene" "What are you talking about?" "Oh come now your starting to like this stallion aren't you," "WHAT! wa-what makes you think that?" "Oh nothing really I am just your subconsciousness, I am part of your brain I can detect emotions you still haven't acknowledged yet," Twilight closed her eyes and scrounge "Shut up! I don't feel anything like that towards him, were just ... very good acquaintances, and I doubt you can see my future," "True, true I guess were just going to have to let things play out," "I hate having a voice in my head," "I heard that," "You were supposed to," Twilight shook her head and continued galloping.

As Twilight and Honor Blade finally make there way out of the cave a very strong odor lingered in the air, "Augh! What is that horrible smell?!" Twilight said as she covered her muzzle with her right hoof, Honor Blade did the same thing.

"I don't know, but this stench is enough to make me vomit" Honor Blade stated as he tries to keep his lunch down, "the longer we stay here the more I want to cut off my muzzle, lets get out of here".

"Right," Twilight agreed, while galloping threw Canterlot the stink became more and more stronger, "Seriously! what is that horrible smell?!" Twilight cried out as she stopped

Honor Blade stopped as well and once again placed his right hoof over his muzzle, looking around for the source of the smell, Honor Blade notice some smoke coming from behind a few buildings, "hey 'Twilight' how do you suppose a fire could start in this town?" Honor Blade asked

"Can't say that I know, why?" Twilight responded

"Look over there," Honor Blade pointed his left hoof to the smoke, Twilight looked at the smoke and hers eyes opened wide

"What's going on over there?" Twilight asked

"Heck if I know," Honor Blade responded

"Lets go check it out," Twilight looked at Blade, he nodded and they both galloped towards the smoke. Twilight and Honor Blade galloped threw an ally, and as they got closer the smell got worse, they started trotting slowly, trying hard not to make to much noise, as they got closer to the corner of the building they looked around and saw some of the locals around a fire. Twilight smiled, finally seeing some normal ponies, as she began to trot closer Honor Blade pulled his hoof in front of her, Twilight stopped and looked at Blade, he closed his eyes and shook his head, confused Twilight blinked and returned her eyes to the locals, and what she saw made her mouth drop, her eyes shrink ten times the size they used to be, and trotted back a bit, Honor Blade opened his eyes and kept his eyes on them as two other locals carried a unconscious pony by his hoofs and tossed him in the fire, it didn't took long for the pony to react and cried in pain, the local ponies all laughed or at least it sounded like laughing it was hard to tell because it sounded like they were groaning as well, the pony set on fire tried to get out but the locals surrounding him kept pushing him back in, some of them got their manes on fire but they seem to not notice it at all, "What are they doing?!" Twilight asked in horror.

"I don't know, but I think it'll be best if we get out of here before they spot us," Honor Blade replied as he began to turn back

"But... what about him," Twilight asked

"Unfortunately I don't think there's much we can do, were out numbered, and even if we do save him he's not going to live long," Honor Blade shut his eyes tightly and tried to ignore the screams as he started to gallop way from the fire, Twilight also shut her eyes tightly, tears started running down her face as she turned and started following Blade. Twilight and Honor Blade made it all the way to the train station, since that horrifying site neither one of them have spoken, "Well," Honor Blade said trying to break the silence, "Let's get this train started," he continued

Twilight looked at Blade, she wanted to say something about what happened but decided to say something else, "Right but where are we going, don't get me wrong, I rather be any where else then here, but..." Twilight looked down thinking about ponyville and her friends, Twilight lowered her head and closed her eyes, hoping that they haven't turned into one of those monsters.

Honor Blade looked at Twilight and asked, "Is there some place where you want to go?" Twilight nodded her head, Honor Blade closed his eyes half way and smiled a bit, and got closer to the purple alicorn and placed his left hoof on her head, "If you want to go check on your friends then I am fine with that," Twilight looked up at Honor Blade, seeing his smile made her cheer up a bit, Honor Blade removed his hoof when Twilight hold her head up again, "good then lets get this train started".

"Alright," Twilight said, Honor Blade and Twilight gallop towards the engine, as they entered the room Twilight stated, "Looks like there's enough coal for a ride to ponyville," Honor Blade walked back outside, Twilight looked back at him, "Hey where are you going?" Twilight asked.

Honor Blade detached the engine from the rest of the carts, after that Honor Blade went back to Twilight, "Just in case there's more of those monsters in the other carts," the blue unicorn explained, Twilight nodded, glad that Blade thought this threw since it would be rather difficult to fight back against those monsters in a tight space, Honor Blade started the train and soon enough the train began to move.

"How do you know how to start a train?" Twilight asked a few minutes after they left Canterlot

"My mom was an engineer, when I was a colt she would let me ride with her in the engine, she took me all over Equestria," Honor Blade closed his eyes and smiled, memories of everyone he ever met came to him, Eeni Meinie, a foal he met in Coltimor, Striker the Griffon made a big impression on him in Fillydelphia, and Las Pegasus he made an unusual friend named Ricky Rat a stallion who tried to sell him his own toy, that he claimed to have 'found'.

Twilight sat next to Honor Blade and stared at him as he chuckled a bit and remembered something from the conversation she had with the voice in her head, "...were just ... very good acquaintances..." Twilight sighed, "Even though he's risking his life to keep me safe, I don't know anything about him, or how to repay him for saving my life," Twilight thought to herself, and then Twilight notice something about Honor Blade that she missed, "his cutie mark" Twilight whispered, it was a sword with a silver blade, a golden guard, with a light brown grip, and attached to the end of the grip is a long red ribbon that drifts along with an invisible wind, "So if your mom is an engineer what made you decide to be a guard?" Twilight asked looking back up.

"hmm?" Honor Blade blinked twice, "Oh sorry I guess I was daydreaming hehe," Honor Blade said as he turned to face Twilight, "well my father was actually a royal guard when he was younger, but when he married my mom and had me he didn't wanted us to worry so he quit, honestly though I thought it was cool to have a father who protects the one who watches over everypony, but what really made me decide to become a royal guard was when I was with my mom during her work, we were transporting some ponies to Canterlot, while the train was going up the mountain, all of a sudden the train started falling off the tracks, my mom tried her best to get them back on the tracks but had no success, as the train began to fall off the mountain, I thought we were going to die, but then the train stopped in mid air, and as it turns out it was Princess Celestia who saved us, she stopped the entire train with her levitation spell from smashing in to the ground, from then I wanted to pay my debt to her for saving me and my mom, that's when I decided I wanted to be a royal guard, when I told my dad about being a royal guard he smiled and trained me, mom was a bit hesitated at first but when she saw how I was doing during training she let me continued, she never told me why she was okay with it, she just said, 'Do what you think is right, and everything will turn out okay,' so I continued to train until I finally became a royal guard, and as if the day couldn't get any better I got my cutie mark on the day I became a royal guard."

"The train that mysteriously fell off the tracks and off the mountain, I remembered that being in the newspaper when I was a foal," Twilight said while she rubbed her left hoof on her chin.

"You read the newspaper as a foal?" Honor Blade asked

"Well no, my father has a habit of reading stuff out loud when he's surprised," Twilight chuckled a bit remembering that day, "that day also made an impression on me too, after hearing how heroic Celestia was I studied even more then ever before to try to get into her school," Twilight said with her eyes closed and a smile on her face.

Honor blade smiled and looked back at the rail road and saw a town up ahead, "I think I can see a town over the horizon!" Honor Blade exclaimed, Twilight opened her eyes and stood up, she looked threw the window and saw ponyville, she didn't see any smoke in sky which gave her hope.

As the train came to a complete stop the two jumped out, but Twilight noticed something she felt before, the same sensation she felt when she first arrived in Canterlot just yesterday, nothing but silence, Honor Blade noticed the eerie silence and looked at Twilight who seemed worried, "I don't understand? Why is it so quite here?" Twilight asked

"I don't know what's going on, but I think we should take a look around," Honor Blade replied, Twilight nodded and they began to galloped in to town, at first they didn't hear anything but their hoofs hitting the ground as they trotted, but then they heard a faint sound, they both stopped to focus their hearing on that faint noise, "I... I think somepony is crying?" Honor Blade stated.

"Yeah, and I think it's coming from..." Twilight looked around and focused on the sound until her eyes passed a building, " well I'am not sure but I think its coming from Sugar Cube Corner," Twilight said, Honor blade nodded and they both began galloping toward's the roof frosted building.

As Twilight and Honor Blade got closer, the sobbing began to sound more like a pony crying uncontrollably, something about it reminded Twilight of a time somepony cried like that, but this time it was for the opposite reason, Twilight and Honor Blade opened the doors and were shocked by the display of blood on the walls, floor, and even the ceiling, and the crying sounded like it settled to a sobbing being muffled, Twilight trotted more into the building, "T...T... Twilight?" a voice was heard behind the counter in front of them, Twilight looked at the side and saw half a face of a pony

"Pa... Pinkie Pie?!" Twilight said narrowing her eyes to the pink pony.

"TWILIGHT!!" Pinkie Pie yelled as she galloped towards her alicorn friend, she jumped at her forcing her to the ground

"GAAH! PINKIE!" Twilight shouted as she hit the floor, Pinkie grabed on to Twilight very tightly and began to cry again, "Pinkie?" Twilight said now confused.

"Twilight!" Pinkie Pie said as she lifted her head to look at Twilight's eyes, "Fluuu... FLUTTERSHYS' DEAD!"

Author's Note

Audible Gasp!

Yeah sorry this one took longer, and no it isn't because this chapter was longer then the past two, I just get distracted by other things and my lazyness, and I can't make much of promise but I'll work more on my stoies from now on