War of the Worlds

by King Shugoki

Rating: teen
Tags: Sad, Main 6, Princess Luna, My Little Pony: Friendship is Magic, Princess Cadance, Tragedy, Adventure, Shining Armor, Princess Celestia, Crossover
Length: 25638

Alien machinery has been hidden away for many of years. Can everyone survive the War of the Worlds

No one would believe in the last years of the thirteenth century, that equine affairs were being watched by intelligences which inhabited the timeless swirls of space. No one would believe that we were being scrutinized as if someone with microscope studies beings that swarm and multiply in a drop water. Few ponies even considered the possibilities of life on other planets. And Yet across the gulf of luna’s space, minds immeasurably superior to ours regarded this earth with envious eyes. And slowly... and surely... they drew their plans against us.

P.S. I thought about making a 2005 version of the War of the Worlds movie since there's really nothing for this version. Hope you like it. Oh and the tripod noises work well for chapter two.

Edit: Just to let you all know. I've fixed the names for the two delegates. I never did know what their names were and I apologize for that. Oh and on another note, this takes place when season 3 ends.

Cover art by Tomo2012

Previously owned by XxEpsilonxX (if I didn't take it, It'd be dead)

Published 2014-01-24 18:30:04 UTC
Last updated 2014-05-03 04:05:02 UTC

Chapter I: The Day the Earth Stood Still

"If aliens visit us, the outcome would be much as when Columbus landed in America, which didn't turn out well for the Native Americans." ~Stephen Hawking

~~~

The day started out like any other. A princess who's coat was a pale white. Her ethereal mane flowing with colors such as pink, blue and green. Her eyes sparkled pale pink. She was raising her horn to the sun. It glowed a gold yellow aura. The sun was breaking over the mountains, shining it's warm light all over the citizens of Equestria.

With her duty done, she went back into her room. As always, this was the beginning of another boring day. It would be filled with nothing but annoying paperwork, overzealous royals and her personal favorite, the day court.

She was combing her hair, getting it ready for the long day. Then a knocking at the door sounded. "Ahem, excuse me, your highness, are you ready for the day court?" The pegasi said, entering Celestia's room. He had a pale yellow mane with a pale brown coat. His eye's shined a pale yellow.

"Almost done Sunstream, just combing my hair and putting on the finishing touches." She replied back. Putting down the comb, she lifted up a bottle of perfume with her magic and gave herself a few spurts here and there.

With that, she was ready for the day ahead of her.

~~~

Over in a town, not too far from Canterlot. Many ponies were waking up for the day. Getting ready for work, doing their normal day to day routines. It had been a day after the coronation. A lavender pony was just rising out of her bed. Stretching her forlegs and backlegs out, she got up and trotted over to her mirror. Humming a song as she picked up the comb with her magic and combing out her hair. "Oh Spike, it's time to wake up." She said, looking over to the little dragon sleeping in his bed.

"Ohhh, just five more minutes mom." Spike said, rolling around in his blanket, trying to regain the warmth he had only a few minutes ago.

She rolled her eyes and walked over to him. Using her magic, she lifted him out of bed and gently putting him onto his feet. He opened his eyes and rubbed them. "Gee Twilight, couldn't you have given me more time to rest, it's only been a day since the coronation there's nothing to worry about." Spike said, complaining as usual.

"I don't know if you remember, but we have to get ready for the big event tonight. Don't you remember?" Twilight said, pointing at him with her hoof. The big event that Twilight was talking about was the celebration of the new ally they had gained with Saddle Arabia. The agreement that both Equestria and Saddle Arabia had accepted was the newly found trade route that the two nations had designated.

"Oh right, wait what was it again?" Spike asked.

She sighed. "It was the trade route that the delegates from Saddle Arabia and Celestia had agreed upon. You know after the little incident with Trixie?" Twilight wasn't so mad about the whole thing anymore, she was just annoyed that he had forgotten.

"Oh, you mean that. Okay I get it. So, what time do we have to leave?"

"Oh around one pm, so we have to at least get everyone ready. Speaking of which, where's Nyx by the way. Did you see her waking up? Twilight asked. Looking around for the little alicorn filly.

"The last time I saw her, she was sleeping on her bed. Like what I was doing before you got back." Spike said, walking down the stairs.

Twilight rolled her eyes again, but she smiled. Seeing how excited Nyx was after her coronation was truly a happy sight. They became more attached after both ponies were now alicorns. She walked downstairs, seeing that Spike was getting some cleaning done before they ate. The door opened. Revealing a little filly entering the library. "Hey mom, I was just having a little outing with the girls." She had a dark purple mane, nyan blue eyes and an ebony coat.

"Hey there sweetie, why don't you get seated. I'll make us something for breakfast." Twilight said. Walking into the kitchen. Before she disappeared. Twilight asked Nyx a question. "So what were you doing up so early."

"Oh, me and the Cutie Mark Crusaders were doing some night watching. They thought they could get there Cutie Marks in stargazing. But then a few little minor incidents happened."

"Oh you girls, always doing something silly. You ready for the big day today?" Twilight asked.

"Of course, I remembered about the alliance thing that's happening today. That's why I got my stuff ready extra early for the evening." Nyx said. Pointing to the bag at her side and smiling.

Twilight giggled at seeing Nyx doing that. With that she walked into the kitchen to get breakfast made.

~~~

It was dark in the room. A pony lay in her bed. Her ethereal mane was a dark blue, her coat a navy blue and her eyes glowed a dark blue. She was enjoying a dream of her own when her door creaked open. She mumbled some words as she turned away from the light flooding through the door. "Lulu, it's time to wake up sister."

"Oh not now Celestia, can't this meeting wait until the moon shines up?" Luna said, trying to fall back to sleep. She was more used to waking up in the evening rather than up straight away in the morning.

"Don't worry Luna it's just for today, this is the only time you'll ever have to get up this early. So come on get up." Celestia said. Her voice was calming and assuring.

Luna groaned in annoyance as she rose out of bed. She went to her mirror and began combing her hair. "How long till the delegates arrive?"

"Within an hour and a half. I didn't want to wake you up too early now would I?" Celestia said.

"Oh, I suppose. I never did like getting up early. So has anything happened so far while I was asleep?" Luna asked. Since returning to her throne, she had been ever vigilant about the safety of the people.

"Nothing much has happened. Just the same old same old." Celestia said, walking over to the glass window in Luna's room. She looked out and only saw the beautiful sun shining down on the city.

Luna finished combing her hair and followed Celestia out the door. An hour passes before the delegates arrive half an hour early. "It's good to see you two. I never expected you two to come so early?"

"We just wanted to show you two that when we wanted an alliance with Equestria, we really meant it. Take it as an act of friendship and kindness that we are assured that we want this to happen as much as you do." Said the brown colt.

"That is wonderful. Please if you'll come and sit down Haakim and Amira." Celestia said. Guiding them down to the dining hall. They all sat down together and discussed more about the papers. After a while. They idly chatted about all of the funny times that each one had.

"Oh my that is quite funny." Luna said.

"Poor colt didn't know what was coming to him when we spilled that water bucket on him." Amira said. Laughing along with them.

"Your highness. A message from Manehatten." Sunstream said. Trotting over to where the four ponies sat.

Oh, of course Sunstream. You may read it aloud to us."

"As you wish. Ahem. Dear Princess Celestia. We would like to inform you of a strange occurrence that is happening over the city."

Both Luna and Celestia looked at each other. They both felt nervous after hearing the first sentence from the letter. "A cloud, like nothing we have ever seen before just strolled on over above our city. We were informed that no weather team was sent out to make it rain today. But the weirdest thing is that there was no rain falling down." Sunstream looked over to the group. "The more I read this your highness's, the less I understand what's happening."

"Do not worry Sunstream, please continue reading." Luna said. Waving him to continue. Before Sunstream could continue, another alicorn walked in with a unicorn at her side. She had a pink and purple mane. Her coat was a pale pink and her eyes were a dark purple. The unicorn was a stallion. His coat was white. His hair a dark blue and eyes a cerulean blue.

"Ah, it is good to see you Cadence and Shining. How was your trip?" Celestia asked.

"Oh it was fine Celestia. How have you been doing?" Cadence asked.

"Ahem, your highness, shall I continue reading?"

"Go ahead Sunstream. Please sit down with us you two, you may want to hear this."

"What's going on your majesty? Has something happened?" Shining Armor asked.

"From what we can tell, something isn't right." Luna darkly said. They all gathered around the table. Waiting for Sunstream to continue.

"O-okay. When we sent a team of weather pegasi to clear it out. They were all...all...electrocuted."

Everyone gasped. Never before have they heard that a cloud electrocuted a pegasi before. "What do you mean electrocuted?" Celestia asked.

"That's just it. They only say that they were electrocuted." He paused before continuing on. "We found them on the ground. Everypony has been treated for the wounds so far. But thing is, all that was coming out of the cloud were very large lightning bolts. They were repeatedly striking only one area. Creating a hole in the ground. So far we have the situation contained. But what should we do about this? ...That's it."

"That is all...strange I might say. Celestia, has this happened before in the time you ruled?" Haakim asked.

"No, nothing like this has ever happened before. Clouds never just appeared and then struck out at ponies." Celestia looked over to Sunstream. "Sunstream. I want you to lead a research team over there and investigate this incident. This doesn't sound bad but we have to be careful." Celestia said. Concern was rising in her. What was going on?

"Yes your highness." Sunstream said. Raising his hoof into salute and running through the doors.

Everyone sat in silence before Cadence spoke up. "Is everything going to be alright Celestia?"

Celestia stared at Cadence. "I hope so, nothing like this has ever happened." Celestia then looked over to Luna, who was staring out at the window. "What's wrong Luna?" She asked. Walking to her side.

"I just get this feeling that something terrible is about to happen. Don't you?" Luna said. Staring at Celestia.

"I do little sister. I just hope nothing does."

~~~

Twilight was on the train heading towards Canterlot. She had gathered up the gang. They were only minutes away from Canterlot. Excited about this momentous day. "Aren't you all excited for a monumental moment like this?" Twilight said. Smiling at the others.

"Of course Twi. Who ain't excited fer the union taht will happen between Equestria and Saddle Arabia." A mare with a stetson on her head said. She had a yellow mane, green eyes and a orange coat.

"Oh this is such a grand occasion Applejack, I just hope I wore the right dress to such a highlighted event?" Another mare with a pure white coat, bright blue eyes and purple mane said. Her elegant voice sounding beautiful.

"I still don't know why I got dragged into such a boring thing." The third mare said. Her mane resembling the colors of a rainbow. Her eyes a dark pink. Her coat a pale blue.

"What's the matter Rainbow Dash. This is a superific event that everypony should be happy for, just like the time I first expirienced what cake tasted like. Oh it was such a terrific little moment." The fourth mare said, licking her face in the process. She had a pink mane. Her eyes sparkled a bright blue. Her coat a pale pink.

"Um, what does cake have to do with this meeting Pinkie PIe?" The final mare said. Her coat was a pale yellow. Her mane a pale pink and her eyes a nyan blue.

"Cake doesn't have to do with anything Fluttershy. You silly." Pinkie Pie said.

Fluttershy just slunk down. Showing an annoyance with Pinkie.

The train finally arrived. Everyone walked out and noticed a few more guards were on patrol. They were having an important meeting, knowing that the guard patrol would be doubled, but not by this much. They walked along until they made it to the castle. They walked in and found Celestia and Luna sitting in the court room, along with the delegates from Saddle Arabia. Twilight saw Cadence and Shining Armor sitting along with them.

Cadence seeing Twilight walked over to her and did their greeting. "Sunshine, Sunshine. Lady bugs awake. Clap your hooves and do a little shake." Both giggling afterwards.

"Twily, how's my little sister doing." Shining said. Walking up to Cadence's side.

"Oh fine my BBBFF." Twilight paused before asking. "Um, what's with all the guards walking around. I mean I understand the importance of this meeting, but aren't there a tad too much?"

"Yes Twilight but there is a reason for this." Celestia said. Walking up to her along with Luna.

Everyone bowed before the two. "You don't have to be so formal Twilight. You too are a princess as well." Twilight smiled at her former teacher's words.

"So why is there more guards walking around your majesty. I don't mean to be rude but this all seems a tad bit strange."

"Your right about that Applejack. Yes, there has been a slight incident over in Manehatten, but so far nothing else has come up yet."

"What do you mean slight incident?" Rainbow Dash asked. Raising her hoof in the air.

"Well, to tell the truth. A strange cloud was seen hovering above the city. There was no weather patrol scheduled at the time and for another odd reason. As the pegasi patrol went to try and clear it out. They were all...electrocuted." Luna said.

The group gasped in horror. "What do you mean electrocuted. I have never heard of a cloud doing that before." Rarity said. Raising her hoof to her mouth.

"That's just it. No one knows what it was doing there. The team's alright. Thank goodness, but the other strange thing was that it was striking this one spot in the ground with lightning. Apparently the whole ground was shaking from this incident that a few buildings were knocked down in the process. Again, no pony was injured." Celestia said.

"So what have you done so far?" Twilight asked.

"Well, we sent Sunstream to go check it out with a research team. So far, they've found nothing inconclusive." Luna said. "We think that it's nothing so far but we can't be too careful."

A moment passed before Celestia said. "Let us get this meeting underway, we'll discuss this tomorrow. We don't need to worry anypony now."

Everyone nodded and walked on over to their seats. Ready for this meeting to begin.

~~~

The meeting went quite well actually. It had been only about six hours but everything was going smoothly. After the meeting was finally called to a stop. Twilight and the others got back on the train. They were awfully quite going back on the way home. What Celestia had told them was quite unnerving to say the least. The train finally came to Ponyville and the group departed. All saying their goodbyes to each other and heading on back home.

Twilight got back to the house with Nyx and Spike. Nothing was really said. Everyone got ready for bed and that was really all there was to it. In her mind Twilight was trying to think of what could've caused such a phenomenon. Nothing was right. No weather team had been sent out. Clouds appearing on their own and striking down lightning in one spot multiple times. It was almost unearthly.

She decided to call it a night and her dreams quickly took over.

~~~

Celestia was rising up and raising the sun as usual. She walked on over to her mirror and began to comb her hair when suddenly a messenger came crashing through her doors. "Your majesty. This is every important!"

"What is it Lightwing. Tell me?" She asked. Lightwing was out of breath but he regained his composure.

"I...bring terrible news your highness. But you have received multiple messages from neighboring countries. They are all under attack."

What? What do you mean their all under attack?" Celestia said. Whatever was going on. It wasn't good at all.

"They have all reported huge machine like objects rising out of the ground. They did nothing at first except shoot some air out of openings that were located at the sides. Then they made a very loud deep sounding roar. They said all their citizens were too frightened to move or just curious. But the worst part was that two arm like appendages detached from the sides. They stopped at a point where they were pointed at the crowds and then...and then."

"What. What did they do Lightwing?"

"They...opened fire upon the citizens. Vaporizing them into nothing but ash."

Celestia just stood in horror. Something had attacked the other countries, But not with open war, but by massacre. Opening fire upon unarmed and innocent civilians.

"Lightwing. I want you to send word to Twilight and the others." Before she told him to leave. There was one more question. "What about Saddle Arabia? Have they been hit too.?"

Lightwing paused for a moment. "Yes, from what I've heard. They were hit first."

Celestia closed her eyes and looked down. Hearing all of this, was just painful. Knowing now that they're new ally was the first to feel the wrath of these unknown creatures. "Go, get Twilight and her friends."

Lightwing nodded and ran out the door quickly.

Whatever was attacking. It seemed relentless and unmerciful. She gazed back out her balcony. Hoping that that nothing else would happen.

~~~

Twilight and the others were told to come to Canterlot quickly. They were riding the pegasus carriage along the way. Whatever was happening was really urgent. "What do yah thinks up?" Applejack asked.

"I don't know, but from the sound of it. Celestia seemed really concerned about something." Twilight said.

They got to Canterlot and trotted quickly over to the main castle. There, they found Princess Celestia and Luna sitting upon the thrones. The delegates were seated right next to Cadence and Shining. "Celestia we came as fast as we could. What's wrong?" Twilight asked.

Everyone stared at her. She seemed different. Sadden by something. "Everypony. I've gathered you all here today for a very important reason." She didn't sound normal either. "I got word this morning that...many of the other countries have been attacked."

Everyone just stood there. Silence filled the air. "What do you mean attacked?" Haakim said.

"I'm saying that something has attacked. These machines, they just sprang up from the ground and started laying waste to innocent civilians." She looked over to the two delegates from Saddle Arabia. "I'm sorry to say that your country was hit first."

Both delegates gasped. "But...but how?" Amira asked.

"How many are there?" Shining asked.

"From what Lightwing has told me. There are about two in most of the countries and three for some. They have been attacking towns and cities as they go. Annihilating every creature they see."

"What about Equestria. Has there been any reports about them invading here?" Cadence asked.

"So far, nothing has happened here, they seem to be avoiding us for right now. I don't know why though."

Then without warning. Sunstream came running through the gates. Celestia noticed something different about him. There was a pale white substance that was all over his body. He had scratch marks that trickled only a small amount of blood. His wings were no better.

He tripped and skidded across the ground. Celestia and Luna ran over to him. "Sunstream, what happened?"

The look on his face was that of pure terror. "S-something bad...has happened...in Manehatten."

Author's Note

Welp. It seems the invasion has begun. Can they survive the attack or is everything on the planet doomed. Okay so like I said before Pinkie when I told you to stay away from my head. I really meant it.

Chapter II: It has Begun

Earlier that day

The sun was rising over the city. The streets were full of carriages taking ponies to their destinations. Sunstream was surveying the setup around the hole in the ground, as many of the scientists took samples of the mysterious residue around the entry way to the underground part of Manehatten. Many ponies were curious about what was going on and gathered around the site, trying to get a look at what was going on. Guards were posted around the site to keep out anyone who'd try and get in.

Sunstream walked into one of the tents. He saw one of the head scientists and trotted over to him He was a unicorn with a pale blue coat. A dark blue mane and dark iridescent blue eyes. "So, how's everything going so far?" Sunstream asked.

"Oh wonderful Sunstream, I cannot tell you how much we've discovered over the last twenty four hours." He said.

"How longer will this take Nethercraft, I don't want anyone to get too curious and try and see what's going on here. I have to make a report here soon to the princesses and I want to make sure that we have every detail on this site."

"Of course Sunstream. We'll only be a while longer." Nethercraft replied.

With that Sunstream walked back outside and noticed clouds had come over the city. Rain droplets poured onto the buildings and streets. He sighed in annoyance. Why did they need to make it rain now after the incident yesterday. People in the city were on edge after the mysterious cloud arrived yesterday, causing quite a stir and making everypony nervous. Sunstream wondered how could anypony live in a city like this. All the noise and ponies trotting around everywhere made him feel uncomfortable.

Sunstream was walking towards his tent when he felt a rumbling beneath his hooves. He looked back and saw that the tents were shaking around. The rumbling noise came back again as he tried to look for the source of the noise. He kept looking around till he saw that everypony was gathering around the hole. He quickly trotted on over and pushed everyone aside to see what was happening.

"Hey, Silverleaf what's happening?" Sunstream asked to a mare next to him. Silverleaf was a unicorn. She had iridescent blue eyes, a dark green and blue colored mane, and a silver coat.

"I'm not sure Sunstream. Everypony here just noticed a noise coming from deep inside the hole here. We believe something's moving down there."

"Wait, are you saying that something's moving down there?"

"I don't know for sure. It's just an idea everypony here's come up with so far."

It was quiet for a few minutes. Then the rumbling came back, except it got worse. The ground around it began to fall apart. Everypony scrambled to get away from the hole. "Everyone get back!" One of the guards yelled out.

The cracks in the ground got further out as they reached some of the buildings that was closest to the site. The buildings around it were taken down by the ever expansive hole in the ground. Ponies everywhere around it were fleeing from the site. Sunstream was among them, trying to get away from the crumbling ground. He got about twenty feet away from it as he then hid behind one of the buildings until all seemed quiet. He waited for a few moments, then he cautiously walked around the corner before staring down the street.

A carriage had fallen down the hole. Then it was suddenly tossed back up, startling some of the ponies. They all walked closer to it, until a arm like appendage came out from the hole, gripping the side of the ground to it's right. Two more came out and then finally they saw what was creating the hole. The machine had one big light under the hood of its head. There was another light that circled around it.

The head of the machine slowly rose out from the ground, followed by three legs, two at the sides and one in the back. It stood taller then most of the buildings around it. The machine just stood there, staring at all the ponies in the street before it. Then it made a loud deep sounding roar. Making many of the ponies flinch. Air shot out of it's sides, as two arm like appendages retracted from it. A small whirring noise was heard as these arms came out. It got ever so louder as they came to a complete halt and then everything went from bad to worse.

The arms shot out beams of energy, vaporizing anypony it touched. Sunstream ran as fast as his front and back legs could allow. Left and right, ponies before him disintegrated. Covering him with ash from their bodies. Carriages around him were tossed into the air from the beams, many ponies were unlucky and got smashed under falling carriages. The machine just stood there, annihilating anypony it saw. Sunstream ran inside one of the buildings, where as he tried to flee, ponies were vaporized right in front of him. He quickly found the back door and ran down the street, buildings behind him were destroyed in an instant. Debris flying and fires spreading everywhere.

He finally made a stop at a corner of a building. Hiding behind it before he looked back around. Watching the machine as it walked forward. He saw a colt holding his child as they ran past him. Sunstream quickly checked himself over, noticing only a few scratches here and there. His wings were also scratched up but he knew that he had to get to Canterlot and report this incident to Princess Celestia right away.

~~~

"What happened in Manehatten Sunstream? Tell me." Celestia said. Seeing him in this condition was unnerving. He was shaking, his eyes looked as if they saw something horrifying.

"P-Princess Celestia. A-a something has attacked Manehatten."

Everything went silent. Nobody spoke for a few moments. "What? What has attacked Manehatten?" Celestia said. Only knowing too well what it could be.

"It...was a machine. It rose o-out of the ground and s-started firing energy beams upon the c-citizens. I'm sorry. I couldn't do anything to help any of the citizens. I just got out of there as fast as I could."

"Thank you Sunstream...go and get some rest. You deserve it." Celestia said.

As he was helped towards the barracks, Celestia walked towards the window, trying to look out in the direction towards Manehatten. She wished that this mountain wasn't in the way, she wanted to confirm what he had said. But seeing him like that was proof enough. "Everypony, you all heard what Sunstream said. One of those machines has attacked Manehatten. We need to find this machine and destroy it as quickly as possible."

She looked back at the rest. They looked scared. This was understandable she felt. Nothing could prepare them for what they would meet. "Twilight, you need to gather the Elements of Harmony, we'll need them more than ever now that we have something on the loose. Shining Armor, gather up the guards, we'll need to strike this machine at once."

Shining nodded and ran off quickly through the doors. "Cadence, you'll be needed back at the Crystal Empire, news will spread quickly and they'll need somepony to watch over them for the time being."

Cadence looked hesitant at first, but she nodded and was also on her way out. Celestia looked over to the delegates. "I'm very sorry about what has happened. But rest assured, we'll get you back to Saddle Arabia as quick as we can. It's too dangerous right now with this thing running around."

"We understand Princess Celestia, we'll make sure to keep out of harms way." Haakim said. With that the two delegates headed out.

Leaving only Celestia and Luna in the room. "Lightwing, I have one more thing for you to do."

"Yes your highness, what is your command?"

"I need you to round up some of our best trackers, we'll need to know where this thing's headed at all times."

"Yes Princess Celestia, on my way." With that he left the room leaving only Luna and Celestia.

Celestia walked out to the balcony, followed by Luna. "Sister, what's going to happen?"

"Don't worry Luna, we'll make it through this, I have every bit of confidence that we'll all make it through this." Celestia said. Hoping to not sound nervous, but really she was asking herself that question. They have never faced this kind of technology before. She was worried that something bad was about to happen.

~~~

Hours after the attack on Manehatten, Celestia had gotten word out to many of the cities to put a barrier around each one. Hoping that even with it's advanced fire power it would not break through any of the shields. She also remembered that Twilight and the others had their Elements of Harmony, just for extra measure in case nothing else could stop it.

Celestia was still worried though. She was still in pain after hearing that one of the cities that she had sworn to protect was destroyed instantly by that thing. Lightwing was trotting into her room. "Your highness, our scouts have reported it's location and course."

"Where is it headed Lightwing?"

"Your not going to like this, but umm, they have reported that it's headed straight for Phillydelphia and Baltimare."

She stiffened at the report, her heart sank with sadness. "Send Sunstream's regiment over to Phillydelphia and another to protect Baltimare. We need to make sure that this thing doesn't destroy anything else and to make sure that no more innocent lives are destroyed." Before he left. Celestia said one more thing. "On another note. Sunstream's not ready to go back yet to duty. Have Nightshade take charge of his regiment for now."

"Yes your highness." With that he trotted out the door. Leaving her to stare back out her balcony. Luna walked in seeing her sister staring outside. "Celly, is everything alright?" Luna asked.

Celestia turned around. She looked at her sister. "I am afraid that Lightwing brought grave news. The machine is heading for Phillydelphia and Baltimare. It's expected to arrive in about forty minutes."

Luna's eyes widened. "What are we going to do about it? You can't just expect our military force to just handle this?"

"I know Lulu, it's just I'm worried about everypony. I don't know what to do. Nothing like this has ever happened before."

"I know Celly, I'm worried for everypony too, but we need to take a course of action that will finally stop this machine. Where are the girls at?"

"They're in Ponyville right now. I sent them there so that when the time comes, we can summon them quickly. I'm just afraid that if I use them now, I'll end up getting them..."

"Celly, I understand." Luna paused before saying. "I'll go over there to make sure preparations are ready for that monster."

"You need to stay here Luna, I can't risk losing anyone."

"And what, you'll have me just sit around here for the next month, no I'm going over there to help."

"Luna no you can't."

But Luna was already out the door. Teleporting over to Phillydelphia. Celestia just stood there. She went to stand back out on the balcony. "Oh Lulu, why did you have to do that?"

~~~

When Luna finally appeared before Phillydelphia, she could see that everything was in order. The shield was up and the defensive weapons were being set into place. Towers were put in place for Unicorns so they could fire the energy beams at the machine. Catapults, Ballista's and Trebuchets were set up in in a perimeter around the left side and front of the city.

Luna quickly trotted on over to the front gate. The shield opened up before her. "Hello there your majesty. I'm glad you have come."

"Your welcome Nightshade. How has the process of setup gone?" Luna asked. Talking as they walked along the shield. Nightshade was a unicorn. His mane a dark blue, his coat dark aqua and his eyes a dark green.

"Good your highness, we've got a perimeter set up and ready. I'd like to see that monstrosity set one hoof here. We'll blast him away before he even gets the chance to hit us."

Luna admired that even in a delicate situation. Nightshade was always so calm. They continued to walk along until a runner trotted up to them. "Commander Nightshade sir. The machine has been spotted about two miles from here."

"Good, get everyone into position, we're gonna send that thing back to the scrap heap from whence it came."

Soldiers ran to get in their positions. Many went into the trenches that had been dug out. Others manned the artillery that were put into position.

"Commander, what about the villages? Has anything happened to them? Are they okay?"

"No, that thing slaughtered them all. But strange thing was that thing picked up many of the fleeing ponies with these tentacle like arms that wrapped up around them and lifted them straight up to these cage like things at the back."

"Wait, are you saying that this thing is capturing ponies. But why?"

"That we don't know yet." He looked back into the city. "Now your highness. I recommend that you get back into the forcefield."

Before Luna could say anything. He spoke up again. "I'm not saying that your going to be in the way. I mean you raise and lower our moon. I'm just telling you to do this so that we don't loose you. If we lost you. Celestia would be heartbroken and never let us hear the end of it."

Luna smiled. She liked that ponies still loved her. She nodded and trotted back into the shield. Luna found a spot where she could see the whole battlefield.

An hour had passed. There was no sign of any movement. Nor had there been for a while now. Nightshade and his men were still looking around. "Was the information you received correct lieutenant?"

"Uh, yes sir. The scouts said that it was headed in this direction."

And as if to respond. A noise was heard in the distance. The sound of something metallic walking towards them. "Alright men. I hope your ready to die today, because if we don't stop it here. More innocent lives will be taken away."

A hoorah sounded out. Everypony was ready.

Within a few moments. The Tripod was within a hundred yards from them. It came to a stop and looked out upon the defensive line. It just stood there, looking at them. Nightshade looked at it. Seeing it this way made him think it was scared.

"Alright ladies, let's show this thing what were made of."

On command. Catapults and ballista's fired upon the machine. Nightshade stood there in anticipation. But then he was met with disappointment and terror as all the rocks and metal arrows were reflected off an invisible shield. It stared at the objects that were thrown at it. Then a loud roar came from the machine. It's arms coming out from its sides. "Fire, Fire everything!" Nightshade yelled out. Panic rose from his voice.

With that. Catapults were tossing huge boulders at the machine. Ballista's shot giant metal arrows and trebuchets launched large objects at the machine. Unicorns were firing energy beams, but sadly, nothing seemed to pierce the shield. The Tripod opened fire upon the artillery, destroying them with such ease. Ponies were being vaporized left and right. The towers were destroyed instantly. Luna watched on in horror at what this thing was capable off.

It roared again. It marched up closer, keeping it's fire upon the confused and frightened ponies. Everything they threw at the Tripod had no effect against it's shield at all. "Everpony get back inside, retreat. Retreat!" Nightshade yelled out.

Everpony was scrambling, trying to get out of the killzone. Luna didn't know what to do. Fear had taken hold of her. Ponies ran on through the shield. But many didn't make it. Some of the soldiers that were scrambling to get through were vaporized. The Tripod then stopped to a halt. Looking at the shield before it. Another roar came from out of the machine as it opened fire upon the shield.

Luna watched as it targeted the shield. She quickly ran down the stairs and out into the streets. The shield was taking multiple hits from it's energy rays. Only did she realize that this shield wasn't going to last much longer. She quickly ran back down the street and further into the city. Luna only got about twenty feet before she saw the shield go down. Citizens of the city were all around her as they tried to run away.

The machine roared again. Seeing all the fleeing ponies. It opened fire upon them. Vaporizing many of them and turning them into ash. Many of the soldiers that tried to protect the citizens were wiped out by the energy ray's.

Luna was running within the crowd of ponies, but many of her people were being vaporized right before her very eyes. She ran right into many of the ash clouds of the former living ponies. She turned a corner and hid behind one of the buildings. She watched in horror as she saw many of the ponies running down the street she was just in being vaporized into nothing but ash.

After the ponies numbers died down. She felt a trembling sensation beneath her hooves. Only knowing that the machine was walking down the street. One of it's legs landed right next to her as it continued walking down the street. Following the fleeing ponies. Luna just stood there for a while. She was completely shocked at the destruction capability of such a thing.

Luna's only instinct right now was to teleport back to Canterlot. She mustered up her magic and she disappeared. She soon was back inside the castle. She heard some talking in the dining hall. Luna took a quick peek into the room and saw her sister and the Mane Six discussing something. Emotions well up inside Luna after remembering that very tragic memory she experienced over a few moments ago.

She opened the door and everypony looked at her. "Sister I'm glad your alright." Celestia said as she got out of her chair. Celestia walked up to her only to stop a few feet from her. "Luna are you alright?"

Luna couldn't contain it anymore as she quickly hugged her sister and began crying. The Mane Six quickly rushed over to her as well. "Lulu, what's wrong?" Celestia then noticed the white stuff over her body. Realization where this had originally appeared before shocked her to the very core. "Lulu, what happened at Phillydelphia?"

Luna looked at her sisters eyes. "It...was just...so terrible. We thought that...everything would've been fine...but it took out..."

"What are you talking abo-"

"It took out everything, the defensive line that we had setup. The soldiers and the shield that you had ordered to be put around the city. It broke through and started laying waste to everypony around me. I couldn't do anything. I was just locked up in fear that I couldn't think rationally, I couldn't protect the ponies...I."

Luna cried harder. Celestia stroked her mane. Then said in a calming voice. "There there, Lulu, it's over now, you don't need to cry anymore." Celestia helped Luna up to her hooves and escorted her to her room. She laid her down in her bed and let her sleep. Celestia then walked back out into the dining room. Where the Mane Six were waiting. "What happened Princess Celestia?" Twilight asked.

"Girls, it seems that the machine broke through the shield and defensive lines. Phillydelphia has been destroyed."

Everyone gasped. "Where's it heading now." Rainbow Dash asked.

"We believe that if it got through Phillydelphia, that Baltimare was next. It seems that the guessed path was right."

"So what now yer highness, what do we do?" Applejack asked.

"All we can do...I don't know what we can do." She looked to the ground for a moment before lifting her head back up again to look at the girls again. "Were going to destroy this thing no matter what it takes."

~~~

Nightshade and the others were running over to Baltimare. The machine was a mile behind them and gaining ground quickly. Nightshade arrived inside the shield, along with his remaining soldiers of colts and mares. "Alright men, let's set up a defensive perimeter inside the shield. This is our last stand, so no matter what, we'll stop this thing here and now."

"But Commander Nightshade, didn't you see what happened to Phillydelphia, there's no way that we'll be able to hold that thing off."

"I don't want to hear any of it rookie. I know that we won't be able to hold it off for long, but how would you rather go out. Sitting on your back legs and begging for mercy, or would you rather go out the soldier way."

His soldiers yelled out in answer. "That's the way I like to hear it."

With that. They got inside the buildings and waited for it to come. It didn't take long before they heard the sound of the machine walking towards them. It bellowed out a roar and fired upon the shield. Energy beams were fired upon it but the shield kept the machine from harm. The shield dissipated. Leaving the city open to it's weapons of mass destruction. Nightshade and his men fired upon it. But they didn't last long as it fired a beam of energy at them. As the energy ray was about to hit Nightshade, his last thoughts were of hoping that he did all he could to protect his home.

The Tripod marched through the city of Baltimore. Destroying and killing everypony it saw. Two cities were destroyed. How many more were next?

Author's Note

Well three cities have been destroyed. How many more until this machine is done slaughtering ponies. Tune in next time to...Hold up what is that. OH MY GOD!

Chapter III: Useless

Again sorry about the long wait, but this chapter will still need to be more refined later on. Hopefully you will like what me and Legofan did and I will see you all tomorrow.

The moon's delicate light was shining down in Celestia's room. She was pacing back and forth at the window, trying to get her mind off of the tragedy that had taken place. Not too long ago ash she had received word of the destruction of Baltimare.

That was three cities she had so dearly loved and vowed to protect, destroyed instantly by this thing that had risen up from the ground and had laid waste to her innocent ponies.

Nothing like this had ever happen before in her lifetime of ruling. Over the last thousand year's, nothing apocalyptic had ever really happened; only a few minor chaotic instances but nothing catastrophic. So why? Out of all hers years as princess why now? Why did this have to happen?

Her mind was in a state of panic. For what reason was that thing here for? Did it want to annihilate everything in Equestria? Or enslave pony kind?

All of that was interrupted when somepony knocked on her door. She turned towards it saying, "Come in."

The door opened and Lightwing walked in, followed by Silverleaf. "Hello there Silverleaf. I'm glad that you made it back from Manehatten."

"I'm glad to see you too, your Highness. I thought for sure that I would've been fried to nothing but ashes when that machine attacked," Silverleaf said, bowing down to the princess after she walked in through the door.

Celestia was looking over Silverleaf, noticing the absence of a particular pony that was often found at her side. "Silverleaf, you wouldn't happen to know where Nethercraft is, would you? I thought for sure he would've been with you," Celestia asked.

Silverleaf's expression saddened as she lowered her head to the ground and closed her blue eyes. "I'm sorry to say, your Majesty...but Nether didn't make it."

Celestia froze and stared at Silverleaf, shocked by what she had said. Nether had been a reliable friend and one of the greatest scientist of the time. To hear that he had been vaporized by the machine angered and made her heart feel heavy with sorrow. "I will miss that crazy fool. He was a smart pony and a very good friend."

Silverleaf walked up to Celestia, Then presented her with a journal of notes, which Celestia took and began to quickly study. It was still in good condition, with it's gray and dark blue covering still kept clean, even after all these years of research and studying.

"Nether said that if anything were to happen to him, I was to be placed in charge, and that it would belong to the pony who took his position. But... but I'm not sure I'm ready for such a task. I'm not even close to Nether's intellectual genius," Silverleaf said as she sat down and again looked towards the ground.

Celestia stared at the mare for a few more moments before giving the journal back to her. "Don't worry, Silverleaf; just because you say you’re not ready doesn't mean you actually aren't. I have the utmost faith that you'll be a great scientist just like Nether was."

Silverleaf smiled at the Princess's compliment and bowed to her before heading out the door. Lightwing walked over to where Silverleaf stood only a few moments ago. "Ahem," he started, clearing his throat, "Excuse me your Highness, but I would like to inform you that Sunstream has fully recovered from the shock. He'll be ready to head back into command next morning."

"Good. Have you anything else to report?"

"The machine has come to a complete stop two miles west from Baltimare and at the foot of the mountains."

"What's it doing there?"

"Intel says they're not sure; it's just standing there doing nothing."

"Curious," she mused. "Have you ordered the halt of all trains?"

"Yes, your Highness," he answered. "Train stations have diverted their routes away from the three cities." He hesitated for a second, then asked, "Should we attack it your Highness?"

Celestia had been debating whether to or not with herself, and had decided on not confronting it. However, with the machine seemingly inactive, the moment seemed too perfect to launch a counter offensive.

"Lightwing, send Sunstream's battalion and Shining's squad over behind the machine. I want them to attack the machine right away. Hopefully the shield will crack from all the punishment that it will receive." She briefly considered the geography of the machine's location. "I want Sunstream and Shining's soldiers to secure the cover and height advantage provided by the mountains."

"Yes, your Highness." With that. He hurried out the door to send word to command. Celestia stood there for a moment before crawling onto her bed. She took off her regalia and, using her magic, tossed it all on the nightstand beside her. She let out a frustrated sigh as she tried to fall asleep. It came to her quickly, but her mind couldn't stop wandering, thoughts of the mechanical monstrosities path of destruction plaguing her dreams. She thought of the coming days, and how much hope her subjects had of surviving these beasts.

The answer, she came to determine, was none.

~~~

It was early the next morning, and the sun shone down through the windows of the barracks as ponies were walking around, getting their gear and weapons. Shining had been assigned to help Sunstream out with the attack on the machine. To say he was nervous was an understatement. Last night was rough for him; he kept tossing and turning in his bed. He had heard about how dangerous this machine was and was worried for what was to come today. Luckily enough, they had a survivor from the attack on Manehatten.

Said hero figure was sitting on a chair in his office staring at his helmet when Shining entered and approached. now considering what he had gone through in Manehatten. "Well, look who it is!" He noticed that something was off with him. Hey, why the sad look there?"

Sunstream looked over towards Shining. "I...I don't know? I guess I'm still afraid from my last encounter with that accursed machine." Sunstream replied grimly, looking back to his helmet with a expression of anger and pain.

"Hey look...I know that what happened in Manehatten wasn't your fault. You knew you couldn't fight off that machine by yourself."

"But I should've been there to protect the civilians. Yet I just ran right by them all, and left them to be vaporized when it was my duty as a guard was to protect them."

"Don't get yourself down about this. You had a choice and you chose it, but don't feel bad about it. Besides, you're here, and now so you can get a little payback for all the lives this machine's been taking." Shining addressed with a grin.

Sunstream looked over to Shining and nodded. He put his helmet back on and walked out the door. Shining did the same and walked out behind him. They walked together, going through the courtyard and into one of the castle's few massive war rooms, which had had limited use in the past.There the rest of the troops along with Celestia were waiting for them.

Sunstream stopped in front of them all with Shining on top of the balcony above their soldiers. "Listen up everypony...I know how this all must look. But no matter what happens I want you all to know that I was proud to serve with you and as your commander."

Shining was confused by what Sunstream had said; what was he trying to say? Nonetheless, he looked over to Princess Celestia and nodded to her. She nodded back and a yellow aura began to surround her horn.

"Everypony! Get ready for teleportation!" Soon they were all glowing as they felt themselves being transported to the mountain. Then the world glowed before them and soon they reached the mountain and saw their target was a thousand feet below them.

~~~

Shining and Sunstream watched their soldiers were getting everything set up and ready from their elevated view. Soldiers hammered away at ballistae and other siege machines, preparing them to fire upon the machine below them.

"You think we're ready?" Sunstream asked, Looking over to Shining with a somber expression.

"Of course Sunstream. Don't worry, we'll make sure that we bring down this machine before it causes any more harm."

Shining’s reassurance caused a thin smile to reform on Sunstream's lips and they went back to work supervising the troops. They had only brought about three hundred soldiers with them, for Celestia was only able to transport that many. The other two hundred were awaiting word for the confirmed report that they had arrived.

Half an hour later, the rest arrived, and quickly for they consisted of mostly pegasi troops. Shining and Sunstream went into the command tent where Shining laid out the map of their current area on the table before them. The rest of their sergeants and lieutenants gathered around them.

"Okay, so we're here. That thing is down there and not expecting an attack, so what me and Sunstream were thinking is that we give our pegasi a chance to get close enough to the machine before we start firing our arrows and magic at it." Shining stated, moving his hoof to the area he was indicating. "We will begin fire on our command. We need to hit it hard and fast, and hopefully with enough pressure against their shields we'll break it and do some real damage." He paused for a moment, letting the plans idea sink in. "So, any questions?"

"Yeah, I got one: do you really expect my pegasi squad to just do a suicide run on that thing. How long do you think we'll last against that machine?" one of the lieutenants of the pegasi squad said.

"Listen, I know how this all sounds, but if we get your sq-"

"No, you listen here, Shining Armor: you may be captain of the guard, but what do you expect my troops to do against a shield that's impenetrable. My troops'll be slaughtered; have you considered that in your plan?"

"I was wondering when you'd speak up, Silverflight,” Sunstream announced. “I know how all of this sounds, but do you think that this is easy for Shining as it is for any of us? I saw what that thing did in Manehatten- in fact I'm the only one with knowledge of what this thing's capable of. So tell me this Silver: what do you expect us to do against that machine there, just fire at with arrows and magic and hope that it will work?"

Silver stayed silent after what Sunstream said. "Good, I thought so. If anyone else has something to say about Shining's plan being faulty, speak up. No? Alright then, let's get this show on the road."

Soldiers got to their positions, manning the fifty siege machines they brought along and the ten lookout towers that some of the magic unit occupied, giving them a better angle when they would begin fire upon the machine. The others moved over to the other soldiers manning the siege machines so that they could reload them faster. The pegasi got into their flight position and waited for the horn to sound.

Shining walked up onto the platform that oversaw the whole mountain top. For the time they got, they were able to put together many of their siege weapons, although there were a few open areas in their barrier of metal and wood they put up, he thought that the alien machine wouldn’t be able to reach them.

"Attention soldiers, I know how this day looks, but be assured that whatever happens today that you'll not be forgotten. Equestria will forever be proud of your service today when we take down that monster."

The soldiers hoorahed and got themselves ready.

The horn sounded and the pegasi flew off down towards the Tripod.

~~~

It wasn't suspecting an attack by the locals so soon. Another horn sounded and the ballistae began their assault on the machine. Beams of energy courtesy of the magic units accompanied the ballistaes' shots.

The ballistaes’ shots bounced harmlessly off the shield, and the magic only caused a rippling effect. The Tripod turned it’s attention towards the mountain, thus overlooking the incoming pegasi bombing-run. Upon making contact with the machine's shields, the weapons detonated, producing loud explosions and large pillars of smoke.

Despite their best efforts, though, the shield seemed to be holding firmly.

Ignoring the barrage overhead, the Tripod focused itself on the magic units pummeling its shield. Its arms sprouted out from its sides so it could fire back, but to no avail, as the mountainside and the ponies' sheer height advantage kept them safe. While the machine's attack didn't cause any damage, the force from it shook the mountain, causing the troops atop it to stumble and topple as they attempted to load another volley of bolts into their ballistae.

Satisfied with the hindrance it had caused to the grounded soldiers, the machine focused itself on the pesky pegasi that continued to rain explosives onto it from above. It trained its weapons to the sky, but the nimble pegasi were mostly able to dodge its energy rays unscathed.

"It's having trouble; seems we got it this in the bag," Sunstream noted, looking down at the overwhelmed machine.

Standing next to Sunstream was one of his unicorn lieutenants, one who had the particular honor of being the head of a special group of soldiers he called the Scanners, whose sole purpose on the battlefield was to monitor the energy expenditures of their foes.

Said foes were typically other magic users, but the machine and its shields, they found, could be scanned for damage, though not as precisely as their standard opponents. "How's the shield looking?" Sunstream asked the lieutenant.

"It's hard to say. Since it began firing back, the energy supplied to the shield has dropped some, but we can't determine if it's because of damage or because of resource reallocation."

"I see," said Sunstream. "I suppose that there's nothing else to do except to press on and hope for the-"

A roar from the machine cut him off. He gave it a nasty glare for its rudeness, which instantly turned to morbid curiosity as he noticed the machine behaving in a manner which he had not seen before. Steam hissed from vents on its sides as metal like rod objects slowly extended out from the vents that had opened from its sides. Then, small hatches opened up on the rods. Metallic orbs shot out of them and towards the mass of pegasi bombarding the Tripod. Without warning, the orbs exploded, and thousands of pieces of shrapnel flew in all directions, shredding whatever it came into contact with. Including the pegasi.

Shining and Sunstream looked on in horror as half of their pegasi dropped to the earth, riddled with puncture wounds from which blood generously poured and stained the ground beneath them. Many were still alive when they hit the ground, writhing in pain as their blood soon poured out from their wounds. "Quickly, call them back Sunstream!" Shining yelled, shaking Sunstream back and forth. He obeyed, and sounded the horn for retreat.

What was left of the pegasi hastily complied and returned to their fortified position, and the Tripod's gaze followed them. While the Tripod couldn't climb the mountain and deal with its attackers directly, it still had some tricks to deal with them.

Steam shot out from the back of it's head and a new weapon popped out, looking like a massive metal crate, the inside of which was split into thirty smaller cells. Bellowing its terrifying roar, the Tripod, from its new weapon, unleashed its payload, a mass of missiles that rocketed towards the mountain and detonated nearly a hundred feet below the ponies' position, excavating several tons of rock in their wake.

The mountain trembled upon the missiles' impact, and all activity ceased behind the ponies' fortifications. From his position, Shining could see the tons of rock that had just been blasted out from under them. "Rock slide below us, sir!" a nearby lookout declared. And indeed, seconds after the noise from the missiles' explosions had dwindled, the faint and growing sound of crashing rock could be heard.

It's using our position against us.

Shining's military side wanted to applaud the machine for its clever tactic, but with the realization that their position was bound to fall from beneath them, he had other pressing matters to tend to. "Everypony, away from the edge!" he commanded. "Get off the towers and away from edge!" As if on cue, the ground beneath a nearby ballista gave way, and it and it's two-pony crew were dragged down into the avalanche, where they were pulverized by other falling debris.

Shining watched in horror as the other ballistaes began to fall down, some of his soldiers escaped while others didn't. He felt a trembling under his hooves as he realized that the tower was about to fall down with the rock slide. He and Sunstream jumped away from the tower and when they landed on the ground; they ran as fast as their hooves could carry them.

Shining was following behind, when he tripped over on some of the wood from a destroyed ballista. But for those few seconds, he immediately felt the ground give way beneath him. "Shining Armor, NO!" Sunstream yelled out, as he watched his friend disappear in the rock slide.

Sunstream then looked out onto the ground where the tripod stood, as some of the ponies survived the fall, they were unmercifully killed there on the spot by the Tripod. He watched in horror as their plan went from successful to failing. The machine then ceased its fire, happy that it had caused enough to disrupt their failed assault and continued on. Sunstream looked on in anger at the machine, as it slowly walked away. It will pay for this, he thought as he flew down to the ground, hoping to find that at least some of the soldiers had survived the rockfall.

~~~

Sunstream landed on the ground and looked at his surroundings. The debris of some of the towers and ballistaes were sticking up from the rubble. He began to search for anypony, finding that a few had made it out from the rock slide, but there was one pony that he couldn't find anywhere. "Shining Armor!...Shining Armor!"

Only a handful of the soldiers had made it out. Much of the magic unit was destroyed, leaving only a few left and there was only one soldier of the pegasi group left.

He trotted over next to a pile of rubble and found Shining's chest plate that he wore into the battle. Sunstream only knew what this meant. "No...no, No! NOOO!"

He kicked a piece of wood as hard as he could and just fell to the ground in defeat. His best friend and prince of the Crystal Empire was dead, vaporized into nothing. "No...why Shining Armor? Why?" He recalled that after some of the soldiers emerged from the rubble, they were blasted by Tripods energy rays. Shining had been one of those unfortunate ponies.

He looked to the rest of the soldiers and stood up. "Colts and Mares...we lost some very good soldiers today. But especially our important Captain of the Guard, Shining Armor. We shall mourn him and the others we lost back in Canterlot."

Everypony was shocked by the news and many of them wept in silence. "Everypony...get ready for teleportation. We'll arrive about half a mile from Canterlot's gates, but let's break the news to the princesses gently, especially to Princess Cadence and Princess Twilight. "

Everypony nodded. "The remainder of the magic unit. Teleport us back to the front gates." Sunstream announced to the remaining unicorns. They nodded and their horns glowed their own colors. They were enveloped in a white light that transported them back over to Canterlot.

~~~

The gates to Canterlot opened up for the returning group of soldiers that made it back from the fight with the Tripod. Many of the citizens looked on in sadness and fear as they saw how many ponies had returned from the failed attack. By the time they got back, it was dark and the moon was shining down it's faint light across the land.

The soldiers felt no better, especially Sunstream. A attack that he and Shining had orchestrated. One that both of them were so sure that it would've worked; jumped back into their faces and showed them how wrong they truly were. Many of the soldiers had their heads facing the ground, not bothering to look up at any of the citizens.

Sunstream parted off from the rest of the group and headed towards the main castle. To himself, he wondered how would he break the news to the Princesses. The guards that saw them walk in were already showing expressions of sadness; for they did not see Shining Armor return and that put moral at an all time low.

He finally made it to the door of Princess Celestia's room and hesitated. How could he say it? There was no easy way of breaking this to her but what if Twilight or Cadence were in there? It would have been a great deal more difficult trying to speak if they were in there.

When he opened the door, he was lucky neither of them were in Celestia's room except for herself. She looked over to him and smiled. "Hello there Sunstream. I didn't expect you to arrive so early. You took care of the machine then?"

That's what he was afraid she was going to ask. Little did he know that another pony was behind him too. "Hello there Sunstream." The voice greeted. The pony that passed him was Luna, who walked over to her sister's side. Both waited for him to confirm what they had hoped to believe was done.

"I...uh. I'm sorry but, we didn't destroy the machine." He reported, looking back down to the ground.

Both Princesses expressions went from smiling to worry. "What happened?" Celestia asked.

"We got everything set up as soon as we were on top of the mountain. Everypony was ready and at their stations...we even had a good plan that seemed likely that we would come out as the victors. But everything went downhill after, 'that thing', I don't know what it did to half the pegasi, but they all just dropped to the ground suddenly and we were forced to call in a retreat." He stopped before continuing on, his voice was getting hoarse and ragged.

"Then as we ordered the retreat, the machine unleashed this fury of destruction upon the mountain. Firing at it with these...rocket like objects that flew towards the center of the mountain, causing a rock slide. We were forced to retreat, but not many of the soldiers escaped the fall and some were dragged down to where the machine waited. It...it began to slaughter those who tried to escape and completely ruined everything. It was just..."

"Sunstream. Please continue." Luna pleaded.

He looked back up to them. "Sunstream. How many did you bring back?" Celestia asked, worried about how many of her subjects survived her failed attack.

"Only about twenty colts and thirty mares. After the whole incident we gathered up and came back here."

"Where is Shining by the way? Wasn't he with you helping plan all this out?" Luna asked, wondering why Shining wasn't standing at Sunstream's side.

That question is what he was afraid that they would ask. He could see that they were wondering about him. Sunstream answered this, but his voice was ragged as he told them the horrible truth. "I...I'm sorry to say. But he didn't make it."

~~~

Celestia was in utter disbelief of what he said. She couldn't even comprehend the news, even Luna was having a hard time stomaching the information Sunstream had told them.

"W...what do you mean?" Celestia muttered.

Sunstream was having a hard time holding the tears away. "I mean...he's not here anymore. Shining was vaporized and after ponies are vaporized, all that is left are their clothes they wore." He stopped for a moment, trying to regain his composure before he said the last few words.

"What was left of him...was the armor he wore during the attack." Tears were coming out of his eyes as he told them all of this.

Celestia was left speechless. Her heart ached with such a horrible pain. She had to turn away and look back out her balcony. Luna spoke up for her. "Well...this is, so unexpected. Are you sure that it was him?"

He looked towards Luna. This was very hard on him, being a very close friend of Shining. "Because ash was underneath his armor...and even around the chest plate. I was pretty sure of that, don't make me remember that horrible moment."

Luna stared at him. She felt heartbroken for Sunstream, knowing the pain from losing a great friend. She walked up beside him and wrapped her right wing around him. He responded by hugging her back.

Over towards the balcony, Celestia wept in silence for Shining. Another good friend of hers and prince of the Crystal Empire had been killed by the terror that was traveling across Equestria. Anger and pain were all she felt during those few moments to herself.

How could she even break the news to her former student and Cadence. Her niece would be completely devastated, but if Twilight were told about this. That one of her family members was killed in battle, she couldn't imagine the pain and depression Twilight would go through.

"Th-thank you for te...telling us this Sunstream, go and get some rest. You'll definitely need it for tomorrow." Celestia said, her voice cracked as she cried. He nodded and slid out from Luna's wing. He slowly headed out the door and back to his room with his head pointed to the ground.

Luna walked on over to Celestia and saw that tears were coming down freel. "H...how should we tell the others about this?" Luna asked.

"I...I don't know. Just why did this all have to happen? Twilight and Cadence will be completely devastated when they hear about this." Celestia's voice was becoming ragged and hoarse.

Luna walked up to her sister and put her hoof on her right shoulder. "I know how you almost lost me that one time already and just a day ago after I foolishly tried to help out against the machine. There are always sacrifices made...but you're right about Shining Armor. It will be hard to tell them about this."

Celestia looked back out into the night. Hoping that the ponies still out there were safe from this machine.

Author's Note

Hello Everypony, how is your evening or afternoon. Sorry about such a long wait, for Legofan was helping me get more organized with my story. So I'm really sorry and hope you enjoy this chapter.

Chapter IV: Aftermath

Morning came quickly for what it seemed like an eternity for Luna. She had heard about the countless towns and villages that the machine had come across on the way to wherever it was going. In the reports she read, this thing was continuing its path of destruction. Killing innocent ponies as it went along, but what sickened her badly was what it was doing to the ponies that it captured.

Reports came in and as she read them, she was shocked to hear that this machine was not only senselessly killing off ponies, but harvesting them as well. But why on earth did it want to harvest ponies? Other scouts said that some of the ponies in the cages would be lifted into these strange devices that grabbed them with this red tentacle, that seemed to be like a living tissue inside the machine.

Luna couldn't fathom how many had already died or how many were injured. Right now many of the hospital's all over Equestria were filled to the brink with so many wounded.

Luna had told Celestia that she would take over the morning shift for a while to help Celestia rest. She had been losing time for sleep and wasn't looking too well. Not to mention the fact that everypony that she had promise protection were dying from the horrible machine that was killing all of them. She needed some time to recover herself.

Scouts had also reported that as the machine walked to wherever it would go next, it would spray a trail of blood behind it. She didn't know why this machine did this, but to the point, it was downright disgusting and inhumane. Why would such creatures do such a thing when they had never even seen them or made contact at all?

Luna however wandered back to the thought of Shining Armor. Just how would they explain this all to Twilight and Cadence? It was bad enough to be losing so many ponies trying to fight this machine off. But now the captain of the guard had been killed off and there wasn't any other capable leader other than Sunstream.

Celestia woke up after two hours of more rest and saw Luna sitting on the throne. It was good to have her sister back again after a thousand years of imprisonment. She needed more friends and family during this time of strife. She and Luna were expecting Cadence and Twilight to arrive later in the afternoon.

That brought back bad memories for her as she recalled yesterday's heartbreaking news about the death of Shining. Celestia still couldn't believe it even after yesterday night. Telling her former student and niece would be very difficult to say the least. She hoped though that no other important friends or family members would be hurt by the horrifying machine walking around Equestria, but also that no other ponies lives would be ruined.

It had been sometime later that word of the machines location would be sent. But when the course was revealed to both Celestia and Luna, it put them more at edge than ever before. The machine was just south of the mountains to Canterlot's northeastern side. They said that it would go around the right of the mountains and head farther up north. Right towards the Crystal Empire. Both princesses were petrified with shock but on another note Cadence was heading this way and was just about to arrive. If they didn't get her back and set up some sort of perimeter around the Crystal Empire, then they would only be waiting for a massacre.

"What should we do about this Celestia? This machine is clearly bent on taking out the larger cities of Equestria, and if we don't evacuate the crystal ponies. We'll lose them for real this time rather then what happened with Sombra over a thousand years ago."

"I know sister. That is why when Cadence get's here, we're turning her back around and sending the Element Bearers there this time. Hopefully the old relics can stand up to such new fire power."

Hope was an interesting word in Celestia's sentence there. For as of the moment, there seemed to be no hope at all of destroying this machinery and ending it's path of destruction and violence.

Luna then brought up the question that both princesses knew would be difficult to tell. "What about Cadence and Twilight? Don't they need to know about his death?" She asked, looking at her with a worried expression.

"I...I'm not so sure about telling them. I don't want to see them in any pain." Celestia replied, lowering her head to the ground and folding her ears back.

"I know sister. It would hurt to see them in such pain as you, but I feel that if we don't tell them about his passing. Then they will never forgive us if we told them later." Luna reasoned.

Celestia was hesitant at answering Luna's question but then she raised her head back up and said, "You're right...I'm just worried on how well they'll take the news."

Luna smiled at her sister. Both of them knew how hard this would be to tell Twilight and Cadence about Shining. They just hoped that it wouldn't turn Cadence and Twilight towards depression.

An hour later and the girls and Cadence had arrived for the plan that Celestia and Luna had come up with. Celestia thought of this strategy as one that would finally get rid of the machine. "Okay gather up everypony," Celestia announced as everyone gathered up in the conference room.

"Me and my sister have come up with a plan that will hopefully, get rid of the terror that's roaming our nation." Luna stated. Standing by her sister's side.

"So where's this creature headed?" Applejack asked.

"That is the reason why we gathered you all here. The direction that it's currently taking is towards..The Crystal Empire."

Everyone gasped as they heard the news. Out of all the places they thought, why did it want to go after The Crystal Empire? As if there was enough destruction already. The recently revived city was again in great peril. Cadence didn't know how to react. It was just surprising and on another note frightening. She knew that one day there would come a time to protect her city/nation, but she wish it wasn't so soon.

"This is why we called you all here. It is time that we finally used the Elements of Harmony to stop this machine once and for all." Celestia stated. Determination welling up inside of her.

"Awww yeah! Finally we get to fight this thing." Rainbow Dash shouted. Flying up into the air.

"So what's your plan Princesses?" Twilight asked.

Princess Luna took over and discussed on the strategy for how they would defend the Crystal Empire. It was actually quite well drawn together. All of the idea's for slowing it down were quite ingenious actually. Everypony in the room for sure felt it was a sure fire idea for finally stopping the alien terrorizing the peaceful nation.

"I agree with this plan. Taking that monstrosity down will be a cakewalk," Rarity stated.

"Don't be so sure about that." Somepony from behind said. They all turned to see the who spoke up, only to realize that it was Sunstream and Silverleaf walking into the room. "I've seen the way this thing fights and attacks. Nothing will be easy about this."

"It's good to see you Sunstream, Silverleaf. How are you two doing?" Celestia asked.

"Good your highness, we just wanted to see how everything was going," Silverleaf said.

They walked up to the group and nodded to them. "So where's Shining Armor at? I thought he'd be helping out with something like this?" Cadence asked. Looking confused and also trying to find where he was hiding.

Celestia and Luna, even Sunstream stiffened at the name Shining. They all knew too well of what happened to him, especially Sunstream. He had to turn away which confused everyone and even Silverleaf.

"He is here isn't he?" Twilight asked this time.

Celestia was having a hard time holding tears back. She didn't know how to tell either one of them. Luna was faring no better as she was also hiding away.

Cadence and Twilight were becoming extremely worried by this weird behavior. "Is everything...alright?" Twilight asked.

"W-what happened to Shining?" Cadence asked.

Celestia slowly walked up to them and uttered, “I’m...I’m sorry, but Shining Armor didn’t make it.”

The shock on Cadence and Twilight's face was almost instantaneous. They didn't know how to respond. "Hahah, good joke guys. No seriously where is he?" Cadence asked.

Celestia and Luna stared at them. "I'm sorry you two...but we are telling you both the truth."

Cadence's smile was slowly fading away as realization hit her. "No that can't be. He's not dead, you just didn't check hard enough."

"I'm sorry Cadence, but I was the one who confirmed this. I wish it wasn't this way either but its true." Sunstream replied, looking at the two with such sadness.

Tears fell down as she heard what had happen to her husband. Then Cadence fell to the ground, crying in pain and sadness. Her husband had been killed by the machine that was roaming Equestria.

Celestia slowly walked over to her niece and kneeled down. Hugging her and sharing the same feeling of loss that Celestia was struggling with after hearing his death.

Twilight just stood there. The shock of this revelation was beyond heartbreaking. Soon the tears of loss and pain came as well.

She rushed out the door behind her, not hearing the calls of her friends telling her to stop.

~~~

Twilight just kept running. Not stopping for anything or anypony. In her mind she was having flashbacks of time she had spent with her BBBFF.

Everything from the times when he was basically her only friend, to the day's of when he had applied for the Royal Guard. Other memories of after leaving Canterlot to the day of his marriage with her old foal sitter, Princess Cadence.

All the memories she had of him were rushing through her mind. Tears were freely rolling down as she ran away from her friends, who were following but still very far behind her.

Twilight rushed through a door that led to one of the highest balconies outside the castle and finally came to a stop. There her emotions were finally catching up with her and she just fell down and broke out into tears. Why, just why did my brother have to be taken from me?

Her friends were running past the door where she laid down, except for one pony who stopped. She looked out with her teal blue eyes and saw her friend laying on the ground. Hearing the whimpers and cries of her dear friend.

"T-Twilight?"

"Go a-away Fluttershy." Twilight's voice was muffled by her forelegs.

Fluttershy walked towards her and kneeled down right beside her. "T-Twilight, I'm really sorry about your brother. Everypony else feels the same way. Shining was a good friend and we all miss him very dearly."

Twilight raised her head towards Fluttershy. Tears still freely running down her face. Fluttershy was worried by Twilight's facial expression because she looked about ready to give it to Fluttershy, but after a few moments of silence, Twilight rushed up to her friend and cried into her shoulder.

Fluttershy was surprised at first but then she stroked Twilight's hair, feeling the tears of her friend flow down her side.

The others came back and saw the scene before them. They slowly walked up to where Fluttershy and Twilight lay and surrounded them. They all felt the same pain as Twilight, fro they lost a best friend.

After some time. They escorted Twilight to one of the guest rooms and helped put her in bed, hoping that rest would help calm her down.

Celestia did the same for Cadence, who she put in her bed for now. She came back to the conference room to see the other five standing alongside with Sunstream, Silverleaf and her sister. Silverleaf was just as surprised at the news and felt bad for everypony else.

"I know we lost a good friend...and a very reliable leader. But right now, we need to protect the Crystal Empire."

"But what about Twilight and Cadence? Surely we cannot best this machine without them?" Rarity asked.

“Yeah, we need Twilight to be able tah use the Elements.” Applejack added.

"Don't worry, Twilight and Cadence will be there...we just need them to get some rest first before we send them both out there to face this monster, as for you all. I want you to help with setting up the traps and defensive perimeter. I don't need to remind you all how important it is that we keep this city safe and free from destruction."

"But what about the citizens, surely you won't just keep them inside like we did with the others? That ended with disastrous results," Silverleaf recalled.

"No, we are taking precaution and are evacuating the citizens there as we speak."

Everyone nodded and were soon on there way out the room. Celestia was silently praying that nopony else was going to get hurt this day and that the machine would finally be stopped.

~~~

"Shining no!"

"Get back Twilight, you need to evacuate this place now before-"

Shining didn't get in his last word before a creature of unimaginable size towered over Twilight and her brother. It retracted it's arms from the sides and pointed them at her. As it opened fire, Twilight was pushed out of the way. She looked to her front and saw Shining shove her aside as he disintegrated right before her very eyes. "Shining, NOOOO!"

A flash of white light interrupted her dream and she woke up screaming. Sitting upright as she came out of her sleep. Her breath coming in heavy and ragged gasps.

Only did she realize where she was at after her waking. She was sleeping in one of the guest rooms, wondering how she got there. It was a few moments afterwards when she remembered what happened a couple of hours back. I...I'm sorry...to say, b-but Shining...he didn't...make it.

The news of her brothers death was so hard to stomach. How could this be even possible and why did this have to happen? Surely she was just having a bad dream, that sooner or later she would wake up and Shining would be alright. He would still be alive and he'd be there still helping Canterlot and serving under the Royal Guard.

But she realized that if this were a dream, then Luna would have visited her long ago. It still hurt though, to think and remember about Shining. The feelings of sadness and pain were coming back again, making Twilight want to just crawl up into a tight ball and forget about the world around her.

"Twilight, are you awake yet?"

She looked over to the door and saw Princess Celestia standing at the door. Twilight didn't feel like talking to anyone yet, so she tried to turn her attention away from the princess.

Celestia walked over to her former student's side and sat on next to her on the bed. "How are you doing?"

Twilight didn't answer. Celestia was worried. Normally she would've answered back. "Twilight...I'm sorry about Shining. I...I know how hard this is. To lose a family member, someone you loved."

"B...but why? Why d-did he have to d...die?" Twilight finally answered. The tears coming back as they flowed down her cheeks.

Celestia wrapped a wing around Twilight and pulled her closer. "I don't know Twilight, but I do know that he would have wanted you to be safe and happy. Maybe he knew what the cost of protecting his family and friends would've been. So don't mourn him for how he died...but for what he accomplished and what he did to help protect you, even if his own life came as the price."

She leaned in closer to Twilight. "Okay?" Twilight looked back at Celestia and nodded. She rose up from where Twilight lay and looked out the window. "Cadence has already left, you'll be needed at the Crystal Empire."

"For what reason?" Twilight asked. Getting out of the bed and walking over to the princesses left side.

"To help the others with protecting the Crystal Empire. The machine as you heard is taking it's course over to the city. As of right now, it's about two hours away and is closing in. They'll need you after all to be able to activate the Elements of Harmony."

When Twilight heard about the machine. All she could think of was Shining, and revenge. "Don't worry Princess Celestia, we'll take care of that machine." With that she teleported. On her way towards helping out the rest.

~~~

Twilight reappeared in the middle of the city. She saw that soldiers were busily working away to set barricades around each perimeter of the city. She walked along and inspected what they had done so far.

Ballistae were in place and many canons had been prepared to lay waste to the shields and hopefully bring them down so they could actually hurt the machine. She had begun to wonder why didn't they use cannons before, but then again they were somewhat expensive to buy, even though they were pretty easy to make.

Then she noticed a line of newly made machinery that she had never seen before. The first thing she noticed were the wheels on each side. Supporting to be what looked like multiple small tubes, and a handle at the bottom of the front of the machine that seemed to both be used for lifting and moving it and to help support it too. A crank at what appeared to be where a pony stood and attachment that was pointing up, seeming to feed the weird weapon with these shiny pointed objects that she noticed in these containers.

"Beauty ain't they?"

She turned to see Sunstream, standing right beside her and pointing to the line of weapons. "What...what are these?" Twilight asked, curious to what these newly made weapons were.

“Oh these babies, they're known as the Gal'pling Guns."

"Gal'pling Gun?" Twilight had never heard of such a weird name before, or even the word gun for that matter.

"Yeah, an earth pony by the name of R.J. Gallopling was their inventor back before our time. He designed these so to show us all how costly and terrifying a war could really be. He proved it too when these things got out onto the battlefield."

"What happened?" Twilight asked. Her curiosity was sparked up for such a weapon she had never seen before.

"Heh, well let's just say it left a very big mess after it was tested out. That was when we were having troubles with the Minotaurs back then. This weapon proved what he had said, so wars became less frequent with other countries and as of that we became more peaceful."

"So how does this 'gun' work?"

Before Sunstream could tell Twilight, her friends walked up behind them. "Hey there Twilight, we was all wonderin' when yah get here. Like the new weapons?" Applejack said.

"Yeah, they're definitely something different. So Sunstream, how do these weapons work?"

"Well as I was about to say, they're manned by four ponies, this helps to aim if the target moves so we don't lose our fire on them. The crank." Sunstream said, pointing to the object that stuck out at the front. "Helps fire the weapon, which sends out these little guys called bullets." He added, lifting up the small pointy bronze colored objects.

Twilight took a few of them in her magic and brought them closer. She looked closely at these pointy objects. "They're a .30-06 cartridge, which means the size of the rounds. This gun can fire at about fifteen hundred rounds per minute, but that doesn't mean that it takes about a minute to fire the weapons though."

Twilight was amazed by this new type of technology. Maybe they could actually break through the shield after all.

"Um Twilight, Cadence asked us that if you were to show up that you come with us." Fluttershy reported.

Twilight nodded and followed her friends up to the tower.

~~~

A second ticked by. Another long second. Cadance was watching that small hand on the clock as it moved ever so slowly from one second to another. At least, she was watching it. She could not bring herself to focus on anything. Her eyes were bloodshot and surrounded by large black sacks.

She didn’t care. What was the point in looking good anymore? Every second that ticked by was one second more since the last time she saw him, the only one who could still see her beauty in this state.

She still felt him. His strong, warm hooves wrapped around her side. His voice gently whispering in her ear. Saying how everything will be all right. It wasn’t. It never would be again.

Another second ticked by. One more closer to the time she asked Twilight to arrive. When she did, she knew what to do. Those machines can can go and burn in Tartarus. And Twilight and herself will be one ones to send them there.

Another second went by. Her eyes narrowed.

Not one pony more will suffer at their metal claws. Not one. This was her promise.

Not to mention the feeling of revenge as what Twilight had felt too. She wanted to see this machine be destroyed for what it had done to her and Twilight. The Element Bearers entered the room, with Cadence greeting them all. She waved them over to sit so they could re discuss the plans and one for such if the plan fell to pieces.

"So as we all know, the Tripod should be coming within about an hour or so now."

"But what about our duties, when are we supposed to act?" Rainbow Dash asked.

"That's simple, but also not easy. You see we have at least one chance to use the Elements against it. That time is when it gets about a hundred feet from the shield. We'll sound the horn and you all use the Elements against it."

"Quick question but um, how will everyone be protected against those energy ray's that are so deadly from what we've heard?" Fluttershy asked.

"Oh we got that covered, protection spells and shields should keep all the colts and mares...and especially all of you safe."

Everypony nodded and quickly exited the throne room. Cadence stayed inside and looked out the windows. She couldn't help but feel that something bad was about to happen.

~~~

Time had passed and it began to rain. It was dark out and the only lights visible were the spotlights outside the shield and the shield's bright blue light that shined out for a hundred feet. Everypony was on their stations and ready for any news of the machine, to know whether or not if it was close.

The group was standing by at the center of the city. Waiting anxiously for the machine to appear. "What do you think is going to happen?" Pinkie Pie asked.

"Ah have absolutely no idea at all sugar cube. But let's hope that the Elements will work."

"I'm sure they'll work...these items are completely ancient and there's still not a lot we know about them." Twilight replied.

The radio buzzed by in a tent nearby, Sunstream was inside and already answering the call. He walked out of the tent and signaled the others. "The machine has been sighted by one of our hidden towers. It's about a mile out and closing in fast."

Radio's were still a new technology that had been created and have proved useful for many military missions and day to day communications.

"Let's hope those traps we worked on turn out well, I'd really hate to see what happens to this fabulous city." Rarity stated.

After some time, the radio was buzzing with information about how close it was getting to the city and the traps. The girls then heard Sunstream speaking back to the radio. "Hold on I can't hear you clearly...wait it stepped into the one of the traps?"

The girls were ecstatic about hearing that it had triggered one of the traps. It sounded like they wouldn't have to fight at all. But then they're hopes were dashed when Sunstream replied to one of the soldiers on the other radio, saying. "Wait, you're saying it dug itself out from the trap? But we had those holes buried deep within the ground."

There was panic on the radio too from what they heard. Sunstream tried to calm down many of the other soldiers on the other lines. But one thing that freaked them out from all the rest of the activity, was a faint noise they heard in the distance, north from them. They had never really seen the machine so they weren't prepared for what it looked like.

There were a bunch of commands being given out from the distance, as commanders and sergeants yelled to the rest of the soldiers to stay calm and be prepared.

"You girls ready? ...Cause it's about to be the real deal right now." Sunstream nervously announced, trying to hold the fear inside himself from getting too powerful.

They all nodded and got ready. The plan was that if it were to get past the traps, then the soldiers were to fire upon it and hopefully weaken the shield and unleash the Elements of Harmony upon it.

They could see some light out in the distance getting brighter as they finally saw what was causing all the destruction. To say they were all scared would have been an understatement, because they were completely terrified by this huge machine walking towards them. The noise of the machine walking was getting louder, even if they were inside the shield. It stopped about five hundred feet from the shield and looked upon the army that greeted the machine.

They finally saw what the machine looked like and it was terrifying. The sheer size of this machine was bad enough, but to see the way it looked and the noise of screams coming from behind it were terrifying to listen to.

The machine just stood there, looking at the group and waited for them to make the first move. Which in fact the ponies did as pegasi came strafing down upon the machine, throwing bombs that reacted to the shield of the Tripod and blowing up. It looked up and saw the rest of the pegasi coming down upon it, dropping their bombs and hitting the shield below them.

The girls flinched as the machine roared out it's terrifying sound and retracting it's arms from the sides. It opened fire upon the pegasi above it. The shields on the pegasi soldiers worked out very well for they although being knocked out of the sky momentarily, no one was disintegrating like before and they didn't die from the hit either.

The ballistae opened fire upon the Tripod, turning its attention over to the shield and firing it's energy ray's at it. The cannons then boomed as they put them into action as well. The shield was taking hit's from all sides as pegasus soldiers, ballistae and cannons attacked the shield.

The machine then roared again as it launched out the pole like objects again, shooting them at the pegasi flying above it and piercing some of the shields and killing a few of them.

Then a new sound emerged as the new weapons opened fire upon the shield. The sound of the Galp’ling guns were new to the girls and every other pony. The shield was now taking fire again from the front as it concentrated on the shield now, even as pegasi soldiers bombed it from the air.

It was getting ever so closer, another roar came from the machine as the missile like objects came out from it's back and were launched on top of the shield. Making impact and scaring the girls. A horn sounded, signaling them to get ready. "Okay girls it's now or never...use the Elements of Harmony!" Sunstream yelled.

"Alright girls, let's show this machine what happens when you mess with Equestria! And what happens when you mess with our friends and family!" Twilight announced.

The rest yelled in reply as they were lifted off the ground. The machine turned it's attention towards the six ponies flying into the air and being encircled by a white light. The machine then saw an assortment of colors and then something unexpected happened. A bright rainbow like projectile shot up into the air and circled violently like a tornado around the machine as it hid it from everyponies sights. It didn't know what was going on. But it and the aliens inside knew that it's shields wouldn't last much longer. The Elements were wrapping around the shield tighter as it struggled to free itself from the new attack.

It roared and shot out at the rainbow tornado. Not getting anywhere, it tried to walk around and shoot more projectiles at it, but that didn't do anything either. But then they remembered one technique from long ago, if something like this should have ever happened.

The girls realized that this was taking longer than it should have. Normally the Elements would've taken care of the problem by now. But then a roar sounded out as the machine fought back. Something wasn't right.

The tornado was being pushed back as the machine put it's shields at maximum power and stretched it back. Surprising everypony who was witnessing the scene before them. "But how? This has never happened before!" Twilight exclaimed, completely taken by surprise and scared by what the machine was doing. But the worst was yet to come as a large explosion sounded within the tornado.

All the girls yelled in pain as the tornado was completely wiped away from the machine. Bits of rainbow colored light sparkled as they fell to the ground slowly. It roared in anger and did something completely unexpected.

The middle of the light on its eye began to glow unnaturally bright as something began to form within the bright light. The girls had fallen back to the ground, completely surprised the turn of events that had just transpired.

The machine then let out a new and terrifying roar as the light in the middle of it's eye projected out as a beam and relentlessly fired upon the shield. Sending Cadence sprawling across the floor in pain as the machine kept up it's new onslaught on the shield. Cadence finally couldn't take anymore and her horn's bright blue aura faded away. Letting the shield fall down right before the Tripod. It roared in victory and saw the ponies running away.

The machine walked after them, firing away at the fleeing ponies with it's energy rays.

Sunstream ran over to the girls and helped each of them up. "You girls need to get out of here fast, quickly Twilight teleport yourself back to Canterlot."

“NO! We're not leaving you beh-"

"I know it's not right to do this but even if you're a Princess that was a strict order."

Twilight didn't know how to respond to such a demand, but she gave in, seeing that she couldn't convince Sunstream otherwise. She turned towards Rarity. “Okay Rare, I’m going to need your help with this teleportation spell. Do you think you can handle it?”

“Why, I don’t know for sure Twilight, but I’ll give it my best shot.” Her horn glowed in a violet aura, along with Rarity’s light blue aura and she and her friends disappeared. Leaving him to run off to the tower where Cadence was. He quickly ran inside and ran up the stairs. Sunstream found her lying on the floor, unconscious. He quickly looked out the window to see that the machine had the tower in it's sights, but as it got closer. "Come on Princess Cadence get up! We need to leave now!" She just looked up and struggled to stand on her hooves. He was desperately trying to support her but to no avail as both of them fell to the ground.

Cadence awakened from his movements and uttered, "Sunstream...just get out of here."

"No way, your Highness, I'm staying by your side no matter what!"

The Tripod loomed ever closer as it finally reached the tower, but to everyponie's amazement and to even Sunstream and Cadence. The tower reacted and something happened. A blue wave of energy shot out from the under the tower and knocked the Tripod back, it struggled as it fought back trying to blast at it with the beam in the middle of it's eye. It's legs slowly gave way and sent it crashing along the ground. It finally came to a stop and seemed like it finally was destroyed, but it slowly got back up and looked towards the city.

A new wall of energy had appeared and this one was much more stronger than the other one. It wanted to keep going, but a part of the machine was damaged from the shock-wave. So it had to give up and move on.

Sunstream and Cadence were amazed as they saw it leave the city alone. But something told him that it was heading off somewhere else. But where to exactly?

Author's Note

Hey there everpony. Sorry this has been taking so long. Its just that my editor is busy at the moment and I can't exactly do much without them. Oh and this is done without my editor so it might suck. But I hope you enjoy and I'll try and keep the new chapters coming. Remember to like, comment and of that assortment.

So, I shall say have a good morning, afternoon, evening, night or whatever, and I'll see you in the next Author's Notes.

Chapter V: An Unwanted Massacre

Everything was quiet. The sun was shining and the birds were chirping. The city of Cloudsdale was busy as usual. Pegasi were going about their day's and enjoying the warmth that the sun had brought upon them. The fillies were flying about. Having a blast as each little one made bets as to which one of them was the fastest in Cloudsdale. Each one laughing with joy as they flew around racing each other.

They all stopped as one of the ponies pointed out a strange noise they heard out in the distance. It sounded like metallic footsteps walking along the ground beneath their cloud city. Curiosity got the better of all of them as they walked over to the edge of the cloud and looked down to the ground. There they saw what was making that noise as a tall robotic machine came walking along towards the right side of the city.

Many of the pegasi looked on in awe and terror as they thought that this must be some kind of new machinery that the Princesses had allowed the scientists to create. What they weren't expecting was it to stop and turn towards the direction of the city and look up at them. Many of the frightened pegasi quickly grabbed their children and flew off to hide in their cloud houses.

The machine bellowed out it's terrifying roar as a high pitched squeal was sounded off as it brought out it's arms and fired upon the cloud city. Clouds were torn apart instantly as the energy ray's made contact, hitting random and various ponies as they tried to flee or hide away from the beams of death. The ash from many of the fallen were floating in the sky and making shadows spread across the clouds. The foundation that kept the city floating in the air was falling apart as pegasi were flying around trying to get away.

A garrison of blue suited ponies came flying out with clouds of electricity flying behind them. The fire orange maned pegasi up in front yelled, “We’ve got to stop that thing from firing on Cloudsdale! Everypony split up into squads and distract it! The other half, I want you to get the citizens out of here!”

The ponies nodded and split up. With the weapons they packed, a number of the soldiers flew down upon the Tripod, delivering their explosive payload upon the machine, while the others flew towards the clouds and guided the terrified citizens to safety. The bombs detonated upon impacting the shield causing a rippling effect. The machine looked up and fired upon the ponies flying around it. The metallic sound of small round objects shooting up into the air confused a number of the pegasi, until they blew open and sent shards of metal spikes and shrapnel into the air. Lacerating and killing many of the soldiers, dropping them to the ground in a bloody mess.

The pegasi leading the garrison watched in horror as many of her soldiers went down. Realizing that she wasn’t going to win this fight she yelled, “Everypony! Fall back!” The pegasi quickly retreated, flying with the group of soldiers and citizens.

The machine roared again as it's eye began to glow brightly. The light then shot out and hit the center of the mass of clouds directly. A big explosion of fire and energy appeared and the cloud city finally fell.

It slowly descended to the ground as the bright orange flames latched on to anything that wasn't made of clouds. The gray smoke rose up in the sky, marking the location and place where the famous city once was visible for many miles. The pegasi watched as their home was utterly destroyed. No...way… She was in utter disbelief that this was even happening.

A soldier ran up behind her and said, “Spitfire ma'am...what should we do now?”

Spitfire looked to the soldier and just simply stared. “We...we fall back to Canterlot.” The soldier nodded and gave orders to the rest. Soon the citizens were flying the opposite direction of where their home once stood. Spitfire watched as the machine stood there, gazing upon what it had done until flying with the rest of the group.

The machine roared in victory and walked off towards it next destination. Wherever that may be.

~~~

Sunstream looked out from the tower, watching the construction work of some of the houses as the soldiers repaired the damage that the Tripod had caused. Cadence was feeling better and was happy that the ponies were helping to rebuild some of the lost buildings. But the machine had gotten away and this worried her greatly.

"Sunstream. Where do you think the machine went this time?" She asked worryingly.

"I don't know your highness. But I know for sure that wherever it's heading. Ponies lives are in danger." Sunstream walked back into the main room and was followed by Cadence who went to sit down on her throne. "What went wrong with the plan? We had everything set up...and we even used the Elements of Harmony. What mistake did we make?" Sunstream inquired.

"It's what happened when we used the Elements." Cadence noted.

"But how did the Elements fail us? Why did the Elements fail?" Sunstream was deeply troubled by the ineffectiveness of the Elements when they were revered and known for their strong magic.

"Clearly this...machine or whatever it is, has technology way beyond our comprehension. Shields like that are just...unbelievable in how well they can take damage and still stay functional"

Hoofsteps were heard coming in from the hallway as a courier quickly entered in and addressed them both. "Sunstream and Princess Cadence, your Highness." He announced, bowing before her.

"What's the news?" Cadence asked.

"Well...you're not going to like this." He stopped and took a breath of air before speaking. "It seems that the machine has done something quite terrible. The city of Cloudsdale has fallen."

"WHAT?!" Both Sunstream and Cadence yelled in unison.

"The city had no warning. Their shields were down and the machine came along and...well, sunk the city. Now it's on the ground and much of the population has been killed off."

"The shield wasn't up? Why was the shield not up when Celestia had clearly demanded that all cities were to have shields up and running at all times?!" Sunstream angrily yelled.

"That's just it sir, a pegasi courier saw the machine go down after the tower brought up it's own shield. He thought the mechanical menace was done for and quickly sent word to three of the other cities. Cloudsdale was one of them. As you now know, that city went down first."

"Has Celestia been informed about this?" Cadence inquired, hoping her aunt would be informed of this great disaster.

"There is a messenger being sent over to Canterlot as we speak."

"Thank you. You are dismissed."

The courier bowed again before leaving the room. Sunstream turned towards Cadence with an expression of pain. "How hard do you think she'll take it?"

"It won't be well. That's for sure."

~~~

"Thank you...that will be all for today." Celestia uttered towards the messenger. He bowed and quickly took off, leaving Celestia to her room alone.

She went out to her balcony to see that the trail of smoke was there still. Rising up into the sky. Indicating where the once famous city floated.

All of that was gone now. She silently wept for this was a tragedy worse than before. Not only was the city destroyed, but this time instead of any resistance, there was but a massacre that had taken place in Cloudsdale and many ponies had been killed.

This machine just kept going and destroyed four of the biggest cities she knew and it seemed like it wouldn't stop there. Not until every last city was completely annihilated.

Why does this have to happen to the poor colts and mares of Equestria? What did we ever do to deserve such a terrible monster that's been destroying everything?

She was angrier than ever before. She wanted this machine to be destroyed more than ever. To avenge all of those who had fallen. It was bad enough that this alien was killing ponies, but it seemed that even fillies were fair game as well.

This is what truly angered her. It killed innocent and young fillies for no reason whatsoever. They couldn't even fight back and here it was killing them off without mercy or remorse.

How dare this alien race come down to our world...to our country and slaughter us!

"Hey uhm, Princess Celestia. I noticed that the messenger coming out of the door had a Cloudsdale symbol. What's going on?"

It was Rainbow Dash. She walked in and noticed that the Princess was different. For one, she saw that Celestia's facial expression wasn't one of happiness, but of sadness. Also, her coat looked paler than before. "Umm, Princess? What's wrong?"

Rainbow Dash was the last pony she'd want to tell about Cloudsdale, but there was no escaping it now. "Rainbow Dash...I have news about-"

"About what Princess?" Rainbow asked worryingly. What is a courier from Cloudsdale doing here?

Celestia had a hard time trying to say the words but all that came out was air and mumbled words. She finally gained the strength and said, "I...I'm sorry to say...but Cloudsdale...has been destroyed."

Rainbow Dash couldn't believe what she was hearing. "No...no."

"I'm sorry Rainbow Dash...but I-"

"NO! That's not possible.” She quickly flew over to the window and pointed at where it used to be. “Cloudsdale is still in the...air?" Only to realize that there wasn’t anything floating in the air anymore. All she saw was smoke where the great flying city used to be. "No...no no no NOO!"

Without warning Rainbow Dash took off out the window and flew on over towards the tower of smoke. Celestia wanted to stop her, but the grief from losing the city was all but too much.

Rainbow was halfway towards where the city once stood, until she saw the massive amount of pegasi flying over towards her direction. She quickly flew towards them and asked many of the ponies about what happened and what was going on. She then spotted Spitfire and raced towards her. “Spitfire! What happened?”

“Rainbow...Cloudsdale...its gone.”

“What…?”

“I’m sorry Rainbow Dash, but its gone. Its just a pile of rubble.”

The blue pegasi couldn’t believe what she was hearing. She quickly shot towards the smoke, having Spitfire yell at her to come back before having to take flight after her.

When she got there, Rainbow saw the city on the ground. The clouds turning into fog and the buildings of the once great city, were in ruins. She didn't know where to start as she flew overhead, trying to find anypony that survived the horrible destruction. There was one pony in particular she was hoping was alright.

Out of the corner of her eye she saw movement and thought that it was somepony struggling to get up. She raced down to the ground and landed, but to her dismay, it wasn't movement from the pony, but debris falling down. She cleared away the debris covering the pony and to her horror, the pony under the rubble was exactly who she thought was and hopefully still alive.

But he wasn't. His body was motionless and his eyes were closed. She laid down beside him and cried softly. "Why...why did you have to leave me d-dad."

Spitfire landed beside her and was going to give her a piece of her mind, but saw that she was mourning and crying. “Rainbow…?” When she was standing right next to her, she saw that a pony was under a pile of rubble with rainbow colored hair like her. She gasped and realized who it was. Her eyes watered, until she kneeled down beside her friend.

It was a while before the others found her sound asleep with Spitfire carrying her back. They helped carry her back to Canterlot and put her in one of the beds. Everypony was heartbroken over the loss of Dash's dad. By the time they got back, night had fallen and the moon's light was illuminating the ground below it.

Princess Luna sent a team over to the grounded city to put out the fires and begin rebuilding what they could. Princess Celestia now had taken to accord, that this machine would be stopped no matter what happened. She went back into her room and crawled into her bed. Sleeping would help her take some time to think about what to do tomorrow.

~~~

The next morning was the same as always. Sunny, a few clouds in the sky, nothing out of the ordinary. Luna had awaken to find that everything was normal, except for the state that Celestia was in. "What do you mean? Are you sure...oh this is not good at all."

Luna walked in to her sister's room and noticed that Celestia was frantically pacing around, while a messenger from one of the cities was standing a few feet away from her. She seemed really upset about something but she didn't know what. "Sister...is everything alright?"

"No...everything has gone wrong. Three of the cities didn't put up their shields yet and another one has gone down."

"Oh no. Which one?"

She looked over to Luna "Vanhoover."

"How many more do we have left?"

"Excluding the Crystal Empire...about two left."

"And those two would be?"

"Las Pegasus...and Canterlot."

Luna was shocked. About every single city had been destroyed and only two were left. This machine had proven to be much more trouble than originally thought and it was too dangerous to be left alone.

"Where is it's heading? What's it's course?"

"Its heading right towards Las Pegasus as we speak. It's still far away but it won't be long before it gets there."

Luna was too aware that if it reached the final city before it was prepared, things would end badly and another massacre would occur. "Celestia...I believe it's time we intervened."

She looked over to her sister and nodded. It was the Princesses turn this time. They just hoped that their strength was enough to battle the Tripod.

~~~

It was evening in Ponyville, things were alright. Nothing was out of the ordinary and ponies went about their daily lives. However, there were a group of fillies located somewhere near Sweet Apple Acres. Talking to a pony that had survived the Manehatten disaster.

"Are yah sure yer alright Babs?" One of the little fillies asked. She had a pale yellow coat with brilliant gamboge eyes. Her mane was a pale red and the bow she wore was a pale crimson.

"Yeah I'm fine Applebloom. I just never did expect something like that to happen." Babs replied.

"I just hope that machine doesn't come anywhere near Ponyville. That's the last thing we need right now." Another one of the fillies said with a higher pitched voice. She had light pale green eyes and a white coat. Her mane a grayish mulberry with a few streaks of pale pink ran down her hair.

"You know, I heard that it took down Cloudsdale just yesterday...why would it do such a thing like that?" Asked one of the other fillies. She had grayish purple eyes and a coat lighter in color compared to Babs Seed. Her mane a moderate Cerise.

“That doesn't sound good. Hey Scootaloo, what other places has this machine attacked?" Asked Babs.

"From the sound of it, the alien has attacked about every major city. Not to mention many of the nearby villages and towns it's probably come across."

"Why would it want to attack the cities anyway. I mean what did we ever do to it?"

"That's a good question Sweetie Bell. Why on earth would somethin’ like that want anythin’ to do wit us?"

"Maybe it's harvesting us?" The four fillies looked at the other one in with weird expressions on their faces. She looked back at them. "What? I heard it from my mom."

"Nyx. I'm pretty sure that nothing in the world is wanting to harvest us...wait that gives me a great idea." Beamed Scootaloo.

"What does?" Asked Babs.

"What if we were to find the machine that's responsible for all this? I mean, think of the cutie marks we would all get from that."

"Seriously." Applebloom deadpanned. Not amused by the idea that Scootaloo had.

"I know I didn't see the thing that attacked Manehatten, but come on Scootaloo. That is not a good idea."

"Well what if we were to help out the soldiers. You know like those scouts that have been roaming around and keeping an eye on it. Like super secret spies tracking down an infamous criminal."

"Well when you put it that, that sounds more safe." Sweetie Bell agreed.

"I don't know guys...it might get us in an awful lot of trouble."

"Oh don't worry Nyx. We'll all be fine. Plus you being an alicorn and all, that will surely help us out." Scootaloo implied.

"Don't you all remember what happened to my powers?"

"Oh, right." She murmured. Rubbing the back of her head.

"Well even if yah don't have all that magic power like yah used to. You'll still be able to help us watch the machine." Applebloom pointed out.

Nyx wasn't sure what to decide. She had heard of what this machine was capable from her mom, but she never did hear her describe what it looked like. She didn't know what to do, but she thought maybe if she went along to help them out and hopefully just spy on the machine then nothing bad would come of it. "O...okay I'll help."

Everyone except Babs jumped and cheered. "What about you Babs?" Applebloom asked.

Babs blew her hair out of her face and answered. "Of course I'll help my cousin and everypony else...it's just I'm a little bit worried about this."

"Don't worry. We'll just spy on the machine, no big deal. Besides how hard could it be to hide from it?" Scootaloo inquired.

With that they prepared by putting on camouflage that would hopefully match the area they went to. Got some supplies like binoculars and they didn't tell any of their family where they were going. "Why aren't we telling any of our folks or friends where we're heading?" Nyx asked.

"Because if they found out, they would immediately stop us. That would ruin our whole plan in the first place. Don't worry Nyx, nopony we'll know we're gone." Sweetie Bell implied.

Nyx wasn't so sure but she followed the others. Hoping that this would end well and not become a huge problem.

~~~

The day passed and it was busy inside the castle. Many ponies were running around trying to get paperwork and send help to various locations that had suffered damage from the machine. The Princesses were busy coordinating which message got sent first and what was more important at the point in time. Cities were being rebuilt slowly and in hope all the cities would finally have their shields up.

Twilight was worried by which the pace the Princesses were working. They hadn't got any sleep in a while and it began to show. She was also worried on how Spike and Nyx were doing. It had been a while since she had seen her or Spike and she was growing quite worried. Especially for Nyx. She didn't know where she was or what was going on and there was a weird feeling that she had. It wouldn't go away and for another reason it felt very bad.

The group gathered up in the conference room to discuss the results of the last attack. "How did that happen?" Twilight started off.

"What, you mean the fact that we got our flanks kicked or the fact that the Elements didn't do anything to the machine?" Rainbow Dash asked. Still shaken up by the fact that her home was destroyed.

"Yeah. I thought the elements were supposed to work? Why did that all happen?" Twilight inquired. It felt like that machine was just taunting them every moment it walked freely around Equestria.

"Ah don't know sugarcube. The Elements as we all know are able to stop any evil force that we come across. Why didn't they work this time?"

"Oh, oh me me me me!" Pinkie sputtered, bouncing up and down.

"Does this have anything to relate to the machine Pinkie?" Twilight asked.

She stopped in midair and fell back down to the ground.

"Okay so then-"

Pinkie Pie suddenly began to shiver and her body began to flip around the place. "Oh that wasn't good."

"What in the hay was that?"

"I don't know Rainbow...that was something I've never felt before."

"What did that mean Pinkie?" Rarity asked.

"Somepony close to us is going to get hurt."

Everypony went silent. "Who is it?" Fluttershy asked fearfully.

"It felt like it was somepony we all know but I don't know who it was."

Then a pony ran into the room. "Girls, come quick you have to see this."

"What is it Silverleaf." Twilight inquired.

"You all have to see this." She simply replied. From the sound of it she was very excited. But why?

They followed her before coming out onto a balcony. There, Silverleaf pointed to a pony walking up to the castle in the far distance. Where the being was walking, it was hard to tell as the sun blinded them in that direction. Only after the pony walked out to where it was visible was everyone's breath taken away.

"Is...is that." Twilight uttered, on the near verge of tears. True to what she saw. There he was standing there at the front of the castle. Twilight quickly took off down the stairs and out the castle. Her friends were surprised at first when she took off but soon followed. Twilight was already out the door and running ever faster to get to him. She closed in and jumped at him. Giving him such a strong hug that he was barely able to breath from. "Shining, oh I'm so glad that you're still alive." She sobbed as the realization that her brother was alive took her by storm.

It took him a few moments to regain his composition but he hugged her back. "I'm glad your alright too."

"What happened? We all thought you were dead." Tears fell freely down her face.

"Everything’s fine. I'm right here and I will never leave you guys just yet."

They hugged for a while longer before she noticed something on his body. "Shining...are you alright? What happened to you?"

"Oh that little mark, that's just from a burn I got from the fire. Don't worry, it's fine." Her friends joined in on the group hug, surrounding the two. After hugging for a while longer, she led him back into the castle where both Celestia and Luna were unexpectedly surprised by his sudden appearance. They both walked over to him and asked if he was alright, which he replied with a yes and soon was told about the recent events that had unfolded.

"So...it's gotten that bad has it?"

"I'm afraid so. We never expected something like this to drag on for so long. Now that you're back we should be able to reorganize our strategy and-"

A note appeared unexpectedly in front of Celestia. Interrupting her as she unrolled it to read who this was from. She noticed something odd about the urgency of this letter until the name of a certain filly came up. "Twilight...I think you may want to read this."

"Why is that princess?" She asked, walking up to her side.

"It's very important." Celestia simply replied.

Twilight was confused at first and took the scroll from Celestia with her magic. She looked it over to see that it was from Spike. But why would he be contacting her at a moment like this? It was when she got down to reading the fillies name did she realize why he had sent it.

Nyx as he said wasn't there in the morning. In fact she had been gone for the remainder of the day and never showed up. This worried Twilight greatly as she realized that her daughter was missing.

"Princess...?"

"Of course Twilight you may go and search for her. Bring your friends as well. We don't know where she could've gone to in that amount of time, nor do we know what happened to her."

Twilight nodded and ran off with her friends following close. They were confused by the way Twilight had reacted to the letter. "Um, Twilight. What did that letter say exactly?" Fluttershy asked.

"Something's happened to Nyx."

The girls gasped and realized the importance and urgency now. Nyx was missing and nopony knew what happened to her.

Twilight was in a state of panic and fear. What had happened to her daughter and who or what was responsible for this?

~~~

It was dawn as Nyx and the rest woke up. Tired from yesterday's long trek. The CMC had walked about two miles yesterday and were sure that if they continued down this direction that hopefully they could intercept the machine.

"You know, I wonder what this machine looks like? I mean it could look pretty cool right?"

"I don't know Scootaloo. Like I said, I never did see the alien that attacked Manehatten. But I did see the damage it caused. I'm a little worried about this guys."

"Oh relax Babs. We won't get too close to the machine. Besides that wouldn't be good since we are just scoutin’ to help out our friends and family." Applebloom recalled.

They continued on in silence for a while longer. Nyx kept getting this feeling that something wasn't right. That this plan of their's would go horribly wrong. But she knew that it was too late to go back now. The group stumbled upon a large open area where they could see for miles out. There in the field before them was a small abandoned village. Buildings were close to falling down, glass and broken pieces of wood littered the streets and alleyways.

"This looks like a good place to set up." Sweetie Bell stated. They quickly got their gear all set up and waited for the machine to arrive.

An hour passed and so far nothing. The sun had risen a little higher in the sky, yet there was no sign or sound that the machine was getting any closer or was anywhere near them. Applebloom and Babs were playing a card game, while Nyx, Sweetie Belle and Scootaloo were busy waiting to see if there was any movement. "Guys, I don't think the machines comin." Applebloom wearily announced.

"I thought for sure the machine was going to show up here?" Scootaloo murmured disappointingly.

Then Nyx thought she heard something as the girls talked beside her. "Girls quiet...do you hear that?"

They all sat in silence for a moment before hearing the sound of something with metallic footsteps coming their way. "Do y'all hear that?" Applebloom added to Nyx’s question. A small sense of fear ebbed into her.

Then out in the distance they saw the machine coming. All the little fillies were completely shocked by what they saw coming their way. It was very tall, its appearance was frightening, and what made it worse were the screams of ponies coming from the back.

"Scootaloo...do you think this was a good idea now?" Babs inquired fearfully.

"Now that you mention it...yeah this might’ve been a pretty bad idea."

The machine was still a mile out from them but closing the distance quickly. The fillies saw a red mist coming from behind it and were wondering, what was that red mist? They got into their positions and watched as the machine came ever closer. Little did they realize that a mile to their right was a small regime of soldiers getting ready to fire upon the machine.

The girls then heard the sounds of cannons exploding as they launched their shells out and Galp’ling guns firing away at the Tripod. It turned towards them as it saw its shield activate. The girls covered their ears as the machine bellowed out it's terrifying roar as it turned towards the ponies and brought out it's arms.

The high pitched noise made it's way over to the girls as they saw it fire away at the line of ponies. Screams were heard as the girls trembled in fear at the destructive power this machine brought. "S-scratch that...this was a horrible idea." Scootaloo stated. Her voice shaking in fear as they witnessed the slaughter that was taking place.

It soon finished and turned back to it's course. Again the red mist came out from behind it as it made it's way over to it's next destination. "Okay girls I think this was a very bad idea...so how about we git on back ta Ponyville before this thin’ see's us." Applebloom announced shakily. The girls quickly hurried away while Nyx stood behind for a little longer.

She went to turn towards where the others were when the ground beneath her suddenly gave way, making her fall eight feet to the ground. She screamed as she fell down. Her desperate attempts at trying to fly up were not getting her anywhere as she continued to plummet.

"Nyx no!" Sweetie Bell screamed. They all peered over the edge as they saw her fall down. She hit the ground with a sickening thud, the noise making the fillies flinch. Sweetie Bell turned away and the others watched in terror. Tears began to form in their eyes as they looked at the lifeless body of Nyx.

Suddenly they saw movement as Nyx twitched, before struggling back up. "Nyx you're okay!" Applebloom yelled out.

Nyx tried to stand up on her back right leg but it gave way under her. She screamed in pain as she realized the horror. One of her back legs was broken and very badly.

"Nyx hold on, we'll find a way down there!" Scootaloo yelled out.

Nyx looked back up and yelled back. "No! You guys get out of here right now!"

"But what about you?! We can't just leave you behind!" Sweetie screamed.

"Don't worry about me...just get out of here and find help!"

The others hesitated, but Nyx was right. They wouldn't be able to get down there in time before the machine got over to the abandoned village. Even if they were careful, they didn’t know how long it would have been before it spotted them.

They quickly left to find help, leaving Nyx to watch them run. She looked over to the buildings and realized that the machine was headed this way. She slowly rose up, trying to ignore the pain in her leg and limped as she could over to the village. There were many buildings that she could’ve hid in but there were many openings as well that would make it difficult trying to hide.

The footsteps of the machine got ever closer, the ground began shaking underneath her which made her stumble at times as she tried to find a spot to hide. The machine stopped and looked at the abandoned village before it. It roared, making Nyx cover her ears again. What she didn't hear was glass break above her as the shards came falling down. One of the shards that came down hit it's mark, piercing her camouflage clothes and into her side, digging deep into her skin.

She closed her mouth as she screamed again in pain. A tear coming down her eye as she held in her scream. The glass shard wasn't big, but the pain was absolutely unbearable. She slowly stood up and quietly walked around the pieces of glass before finally locating a small house that was really well sheltered and quickly walked as fast as she could over to it.

The machine didn't notice her walk in and instead unlocked a small snake like object that slithered down into the town and entered one of the buildings. The eye opened and a light appeared from it. The object began it's search for anypony that was left behind in this run-down town.

Nyx was hiding away in the basement of the building she entered, hoping that the machine would finally leave the town. But what she didn't know was that there was something on the ground searching for her, getting ever closer to the building she was hiding in.

~~~

Twilight and her friends finally arrived in Ponyville. The train came to a complete stop as the steam puffed out, hiding the ponies as they ran out and hurried towards the library. Twilight was extremely worried about Nyx. Who could've taken her in Twilight's absence and where were they? The last time she disappeared was during Hearths Warming Eve, but that was for a completely different reason and now she was gone again. They arrived upon the library and opened the door quickly. Spike was in there, waiting for them and pacing back and forth in Twilight's room. "Spike!!!"

He jumped at the sound of Twilight screaming and ran down the stairs, not before tripping over himself and falling down the rest of the way until Twilight caught him in a levitation spell. She turned him around and set him on his feet before asking, "There you are, quick tell me when was the last time you saw her?"

He looked down for a second before answering quickly. "I remember the last time I saw her was when she went to one of her Cutie Mark Crusaders meeting."

"Okay girls, let's head to the clubhouse."

They nodded and followed behind Twilight. It took them a while before they finally made it to the tree-house and upon making it there, they threw the door open, only to see that there was no trace of them at all.

"Oh this is not good at all." Fluttershy uttered.

"Where could they have gone at a time like this?" Applejack stated.

They quickly ran back to Ponyville and searched the town again. Still no Cutie Mark Crusaders or Nyx. Twilight was on the verge of tears as they kept searching everywhere and yet not finding her at all. "Where could she be...oh this is not good at all." Twilight murmured to herself.

Suddenly there were cries for help as Twilight turned to the direction of the screaming. She quickly ran out the door of the building she searched and saw Applejack trying to calm down the others.

"Calm down y'all. Take a breather and then tell us what happened." The girls took deep breaths and their anxiety went down. "Okay...tell me what happened to y'all...and where is Nyx?"

"We...well we thought it was a good idea at first to help you guys out by...oh how should I put this, scouting out where the machine was." Scootaloo hesitantly said.

"What!" The girls yelled in unison.

"Do you realize the trouble you could have been in?!" Rainbow asked, furious at the reckless behavior of the fillies.

"What were you girls thinking. This is not some game." Rarity implied.

"Where is Nyx?!" Twilight asked worriedly. "Why isn't she with you guys?"

That's when the Sweetie Belle hesitated. "We...had to leave her behind."

"What...why?"

"Because she told us to go and find help...and the fact that she fell down a cliff after it gave way under her...and she broke one of her legs from the fall." Babs added.

Twilight was now more than worried. She was now in complete freakout/terrified mode from hearing that her daughter broke a leg. "W-where is she?"

"That's the problem too." Applebloom sadly told. "When we left her...the machine was headed our direction."

Twilight's heart dropped as she realized the extreme danger Nyx was in. Without warning she took off in the direction where they came from. Ignoring the calls of her friends.

Twilight never had ran so fast in her life, for she knew that if she didn't reach Nyx in time, well she didn't want to think about that. Her powers were taken away and she was no stronger than a unicorn filly now.

It felt like forever as she half ran and sloppily flew towards the place where Nyx was, increasing her speed with magic jumps that added to her speed. She saw an end to the forest and realized that she finally made it to the area where they said Nyx was. But to her horror, she also saw the machine standing there in front of an abandoned town. She stopped for a moment to assess the situation.

Nyx was somewhere in the town, hiding possibly and the machine had some sort of robotic like appendage searching the town. She quickly flew down to the ground and ran as quietly as she could. "Nyx...please be alright?"

~~~

Nyx was terrified about what was going on. Was the machine going to find her? What would the machine do to her if it did? The machine was just one of her major worries but she had two others. One was the broken leg that wouldn't stop throbbing in immense pain and the other was the shard of glass that was firmly stuck within her right side..

"O-okay Nyx...let's just get this out first and hopefully everything will be better." She murmured to herself. The shard glass wasn't going to come out easily, but she knew that it had to come out sooner or later. She summoned her magic and the piece of glass glowed in her magic. She felt it tug and pull as she tried to get it out. Her magic wasn’t as strong as before and the glass shard felt like she was trying to pick up a tree. The pain was ever increasing as she struggled with it.

Then it came out suddenly flying into the roof and exploding on impact. Nyx again had to close her mouth as she screamed in pain, the wound now open began to bleed profusely, coming out much quicker than before. She looked over to the wound and whimpered in pain. Seeing her own blood coming out of her wasn't the best thing she ever saw, or what she ever wanted to see as it slid down her side and onto the ground.

Debris fell down the main entrance as she looked on in confusion. She could hear a faint high pitched humming noise and a bright light entered the room.

Then she saw what was making that noise. A large metallic snake like machine with a large eye at the front came in, looking side to side before heading down the hallway in front of it. Nyx was terrified beyond belief as she now realized that it was finally inside the house.

She quickly found a spot behind cover and stood there. Nyx wasn't sure where it was moving now, but over in the next room, she could hear it’s high pitched humming and heard it move furniture. Looking around slowly as it was trying to find anything living inside the house.

It scanned around old tables that had been turned over on to their sides. Much of the debris it scanned didn't have any pony hiding behind any of the abandoned buildings so far.

Nyx was hoping it wasn't in the room yet, but the humming noise became much louder as she only realized now that it was finally in the room with her. The machine had stopped and looked out around the room. Seeing nothing else but the ruined and decaying building before it. Nyx was trying to be silent as possible, for fear that if she moved at all, the machine would pick up any noise as it continued its search. She saw that the light was getting much closer than before as it was inching ever so nearer to her hiding spot. She realized that sooner or later she would have to move, but to where? Tears began to stream down her face as she wondered if she would ever get out of this nightmare.

The machine noticed clothes shuffling as it neared the closet where she hid. It slowly moved closer to her location. It spread the cloth that covered the closet area and found nothing. It looked both ways inside the area and moved back out. Little did it realized that Nyx had quietly moved under it as the machine was busy looking around for her. She quickly found a dark corner and saw that the light was very far away from her. She sighed, relieved that it was finally over. But then the humming noise became much louder than ever as it was coming back into the area it searched before.

She was hugging the wall behind her as she moved ever so cautiously against the wall. The machine then slowly retreated out the entrance it came through, the humming noise disappearing along with it. Nyx sighed again as she moved out into the open. Then something grabbed her from behind. She tried to scream but the thing that grabbed her covered her mouth. She struggled but felt that whatever was holding her was much stronger. Nyx turned towards the thing that held her against her will and almost burst into tears when she realized who it was. "Mom?"

It was Twilight who held her. Her eyes were bursting with tears already as she saw that her daughter was fine. "Oh Nyx I'm so glad to have found you. Are you alright? Does anything hurt? Wha-"

"I'm alright mom really." As she murmured, her leg collapsed under her again as she held in another scream. Twilight gasped in horror as her daughter fell to the ground. She quickly lifted her up and checked her leg.

It was broken alright and the break was very bad. She could see that her ankle was swelling up badly. "Nyx...we got to get you out of here and fast." Then she felt something wet against Nyx's side.

She looked over to see that a very dark and wet stain on her clothing. She's...bleeding...? The cut Twilight saw was very bad as blood kept coming out. "Sweetie...how long have you had that cut?"

"For about eight minutes...Why?"

"Okay we need to get you out of here, now and fast." The machine had disappeared as Twilight had brought her into one of the rooms but then they heard more debris fall from the stairs above them. Twilight immediately took her daughter and quickly ran into a room that looked like a kitchen. She ran over to a overturned table with Nyx holding her hoof and quietly moved behind it.

They heard the sound of footsteps as the unknown beings came ever so closer. Twilight took a peek at what was making that noise. When she saw what it was, her heart immediately stopped. It was the aliens that controlled the huge machine just outside of the house. To say that they looked quite frightening was an understatement in Twilight's mind. They had three legs just like their machine, but two tiny arms that came out from their chest. They had a head resembled in the same way as their machine and a grayish color for their skin, but they all had two eyes instead of one. But their eyes, they looked lifeless and cold. There were three in the house with them as they all walked in checking things out for themselves.

She quickly tucked Nyx behind her and kept a lookout on them from within the darkness. They moved around looking for anything the machine wasn't able to pick up on. They played with all the old items that were in the house that intrigued some of them. They found pictures of the ponies who lived in the residence, each one passed it to one another.

Twilight heard something behind her and noticed that Nyx was crying. She quickly covered Nyx with her body and tried her best to sooth her frightened daughter, brushing her hoof through her hair. " Shhh, It's okay sweetie...mommies here. Don't cry. They won't find us." Twilight was trying her best not to sound nervous and scared, but being inside with three aliens was scary enough. "It's alright. They won't get anywhere near you. I'll be here to protect you okay?" Twilight didn't realize at the moment, but she sounded calm. Nyx quieted down and only made small whimpers.

The aliens were getting closer to the room, making Twilight's worries of being found even worse. She closed her eyes as one of them looked over the table where they hid, growling as it scanned the back, just right above them. A loud roar was heard outside as the alien turned towards where it was. They all quickly left and climbed back out and hurried towards their machine.

Twilight looked back up and noticed that there was no sign that the aliens were there anymore. She felt footsteps as the machine walked over them, the impact of the machine hitting the ground was getting farther away and farther still. Twilight took the initiative to carry Nyx out and look around. The machine was still in sight but far gone now. Twilight gagged at the smell around her. She noticed a red substance everywhere and came to the horrible realization that this was the blood of ponies that they sprayed. Why would a machine do this? This just sickening! She looked back at Nyx who seemed odd. She was fluttering her eyes, trying to keep them open. "Mom...I don't feel so good." Nyx muttered quietly.

Twilight noticed something different about Nyx. Her usual ebony coat was getting pale, then the horror of realization hit her. She quickly took her off her back and placed her below her chest. Nyx got a hold but her grip was very weak. Twilight helped reinforce the grip by holding her tight. "Hold on now Nyx...we'll get you home and have somepony help you out."

Twilight then flapped her wings and took off. She was still new to this whole flying thing but right now she just needed to get her daughter to the hospital as fast as she could.

Little by little, Nyx was losing consciousness, her eyes were hardly opened as Twilight looked back down. Her heart beat also felt like it was getting weaker and weaker. Soon she could almost barely feel it at all against her chest. "Hold on Nyx...were almost there." After Twilight looked down to Nyx, her eyes were tearing up. She was worried about Nyx's current condition as she flew back over to Ponyville. Surprisingly she didn’t crash to the ground or plummet to the ground like she usually did. Twilight used the same trick from before, using her magic to jump across the sky like she had when running to the broken down town.

Within a few moments for what seemed like an hour to Twilight, she saw the Ponyville and quickly descended into the center of town. Quickly securing Nyx onto her chest with a magic spell, she quickly ran to the hospital, passing by her friends in a blur as they looked on in fear as Twilight quickly neared the hospital.

She burst through the doors and yelled. "Help, please somepony help me!" One of the nurses rushed towards her and noticed the filly in Twilight's foreleg. "Somepony get a bed in here stat!" The nurse yelled.

Ponies came rushing in with one of the beds and asked Twilight to lay her down. She did and watched as they carted her daughter away.

Her friends came in and saw Twilight just standing there. "Twilight...what's the matter?" Applejack asked.

Twilight immediately fell to the ground crying. Her friends rushed over to her, hoping to calm her down. "I...I'm worried for Nyx. I didn't know whether she was going to make it or not." Twilight uttered in a shaky voice. She then thought, I...I should’ve b-been there for her.

Author's Note

Hello everypony! Hope you liked this chapter. Make sure to leave a like or comment and thank you so much for sticking with this story. Sorry about the long wait for updating most of it, but I had trouble and now seem to have lost Legofan to a ludicrous time schedule, but nonetheless, when he gets situated, I'll have him back up. Until then, I would at least like somepony to help me edit out the chapters that I haven't edited at all. (This was also edited by me). I have learned much, but I'm still new to this whole thing. So if anypony would be kind enough to help, I'd very much appreciate it.

So other than that, hope you all enjoyed the chapter. Have a good morning, afternoon, evening, night or whatever and I shall see you in the next Author's Notes.