Penumbra

Chapters

Echoes of the Past
Gathering
False Dawn
Desperate Counsel
The Battle of the Fields
Strategies
The Battle of the Farms
The Duel
Defiance
Ticking Clock

Echoes of the Past

The wind was chilly as it whistled through the rocky hills, tousling the blue unicorn's mane and tail. Trixie shivered and tucked her head lower, missing her star-spangled hat and cloak even more. They were gone, of course: destroyed by the Ursa Minor that those two misguided foals had lead into Ponyville.

A drop of rain struck Trixie's nose, and she glared skyward, ready to shout insults at the pegasus pony who would dare to mock her. Nothing but roiling storm clouds met her gaze. Of course: she was in the unnatural environs of the Everfree Forest, where nature and weather were wild and untamed. It was one of the few places left to here where her shame was not known; where she was not mocked by those who had heard of the events in Ponyville.

Despite its name, the Everyfree Forest contained many types of terrain, and Trixie had left the forest proper some time ago. She had heard rumors of some sort of zebra enchantress who lived nearby, and had no desire to encounter yet another wielder of powerful magic, especially one reportedly quite popular in Ponyville. She currently found herself trudging through an area of rocky hills – they seemed like small mountains to the unicorn – riven with gullies and canyons, and with nothing to break the bitter wind.

The rain increased, adding dampness to Trixie's cold misery. Quickening her pace, she peered about, searching for some sort of shelter. It was intolerable that she should have to endure this! All because of that wretched Twilight Sparkle person. As ever, the thought of that purple unicorn filled her with a mix of resentment and envy.

Shaking rainwater from her bedraggled mane, Trixie caught sight of what looked like a structure up ahead. She continued to mutter under her breath, the heat of her anger sustaining her as she forced one hoof in front of the other.

More than ever, she missed her wagon. It had been both home and stage for many years now, every since she was a runaway filly who had just gotten her cutie mark. It was small and cramped, but it had been home to both her and her master, Blue Flame.

Memories of the old unicorn brought the ghost of a smile to Trixie's face. He had taken in a wild young filly with nowhere to go, and taught her the art of the stage. He had been a real magician, with a natural charisma Trixie reluctantly admitted she had never been able to match. With a few words and a wink, he could have an audience laughing along with him, gasping in wonder at the simplest illusions, and feeling honored to be hosting such an illustrious personage.

She tried. Celestia, how she tried; but somehow it never seemed to work. Oh, Trixie could draw attention easily enough, and she knew her magical tricks were good. Yet the audience never seemed to warm up to her as they had Blue, never shared in her jokes or knowing winks, never gave that feeling of honest wonder.

Inevitably, Trixie's mind turned to Blue Flame's death, on the road between towns, with nopony around but his young apprentice. He had been very old, his body frail but his mind agile and sharp. A small grave, marked with a star-shaped rock, was the final resting place of the self-styled King of Magicians and Magician to Kings. Trixie had always known that he intended to leave her his traveling show, but she had never even considered the idea of taking it over so soon.

The structure Trixie had seen in the distance proved to be a castle. Now mostly in ruins, it was built of dark gray stone and seemed to be of immense age. Trixie trudged in, neither knowing nor caring whether this ruin was inhabited, only glad to get out of the downpour. The smell of old dust and ancient stone filled her nostrils. She made a brief effort and sky-blue light glowed about her horn, illuminating more dark stone, cobwebs, and dead weeds.

Trixie glanced down at herself. Her white-blue mane and tail were limp and ragged-looking and her legs were splattered with mud and grime, but there was nothing she could do about that. Her ragged saddlebags were chafing her back, the wet canvas making her shiver. Her breath misting before her, she continued deeper into the castle, seeking a room free of drafts, and preferably small enough that she could close it off somehow and spend the night in less discomfort.

After what felt like an hour, Trixie had manged to ensconce herself in a small antechamber, blocking the doorway with bits of debris. She had even coaxed a small fire to life, using dead weeds and tinder and ancient, crumbling furniture as fuel. The proof of her own cleverness cheered her briefly, until she once again remembered the circumstances that forced such cleverness. She huddled close to the tiny fire, lying on her solitary blanket in an effort to keep the cold of the stone from leaching into her bones.

Again her mind drifted back to Blue Flame. How many nights had they spent on the road, far from civilization, nopony around but themselves? And yet, it had never been lonely. The old magician had had a quick wit and a warm charm about him that simply precluded loneliness.

Curling up as best she could, Trixie wished with all her heart that those days had never ended.

Trixie came awake, her heart pounding. She had fallen into an uneasy sleep somehow, and now found herself alone in absolute darkness and cold. Her fire had died, and it was utterly silent. Trixie felt, somehow, that there was nothing else alive and moving in all of Equestria.

But what had awakened her?

She almost ignited her horn-glow again, but something stopped her. The darkness was not absolute; there was a faint, pale light shining through the doorway, past the crude barricade Trixie had constructed. It was far too slight to have disturbed her rest, though.

“. . . ssseeeeeee . . .”

Trixie's ears flipped of their own accord. Was that . . . a voice? Or just the sound of wind on stone? Or had she even heard anything; maybe her half-dreaming mind was playing tricks on her.

“. . . trrrrick . . . seeeeee . . .”

That time there was no mistaking it. It wasn't just wind; somepony was speaking her name, soft and low, but with a mocking edge to their voice. Anger brought Trixie to her hooves; wasn't it enough that she had been humiliated and shamed and badgered halfway across Equestria? Couldn't she even find peace here, in a ruined castle in the middle of the Everfree Forest?

“Who's there?” she demanded, her voice sounding thin and harsh in the still night. “Who dares disturb the Great and Powerful Trixie? Show yourself, foal!”

Silence.

Then . . .

“Trick . . . seee . . .”

Fully outraged now, Trixie used her magic to shove the barricade aside and strode stiffly into the next room. The light was brighter here: starlight coming through a large window, its glass centuries gone. Trixie was just able to make out the general features of the room: a raised, oval dais directly before her with vine-wrapped pillars to either side of it, and an open doorway at the far end of the room. She saw no movement or sign of any other living thing.

“Trixie . . .”

“Who is there?” she demanded, her horn flaring to light. She winced, squinting against the sudden radiance as she scanned the room.

Nothing.

“Trixie . . . I can help you.”

For the first time, Trixie realized that she was not hearing the voice with her ears; somehow, it was sounding inside her mind, like one of her own thoughts. The realization terrified her, but also brought a strange thrill: here was magic unlike any she had ever heard of before.

Unlike anything Twilight Sparkle had heard of, either.

“Who are you?” she demanded, “and why should you want to help me?”

“Trixie . . . you have been mistreated . . . mocked . . . and driven away.” The voice somehow gave the impression of great age, like an ancient grandmare wheezing for breath. “Your talents . . . dismissed . . . by upstarts. Betrayed.”

“Yes,” Trixie heard herself say.

“I also . . . have been sorely used. I am not . . . what I once was. But we . . . can help each other.”

“How? And who are you?”

“I am . . . you would call me . . . a spirit of magic. With my help, you . . . can once again be . . . Great and Powerful. I can show you magic . . . such as no pony has seen . . . in a thousand years.”

Trembling with more than the cold, Trixie stepped slowly into the room. The voice seemed to be coming from her right, from the far side of the oval dais. Slowly, alert for any sudden movement, she circled the dais.

“Join with me, Trixibelle,” the voice said softly, and Trixie stopped dead. How did it know her true name? She hadn't used it in years, and most of the ponies who knew her by that name were long dead.

“Join with me, and together . . . we can work such wonders. We shall be known . . . revered . . . through all of Equestria . . . and even beyond.”

There was nothing beyond the dais, though the dust was significantly less, and the floor scuffed with hoof-prints. Somepony had been here recently – although that could still have been a year or more, as far as Trixie could tell. Her horn-glow flared brighter, and her eye caught something that glittered in the floor.

“For power,” continued the voice. “For vengeance. We shall never . . . be alone again. We shall be together . . . always.”

There was a crack in the stone floor, narrow but deep, and something dark glittered at the bottom of it. Gathering all her courage, Trixie reached into it with her magic – careful to keep her horn glowing – and withdrew a small, dark object about half the size of one of her hooves. It was a chunk of metal, jet black and shiny where it had obviously broken off from something larger. Trixie levitated it before her magenta eyes and stared at it.

“Join with me . . .” came the voice from the shard. “I can give you such power . . .”

Trixie opened her mouth, swallowed hard, and tried again.

“Show me how.”

Gathering

The sun was setting in a blaze of gold and orange glory, the clouds tinged with pink and fading to soft indigo above. The view from atop Skyclaw Rock was spectacular, yet the griffin perched upon it gazed west disinterestedly, scarcely even aware of the display before her.

“Stupid dweebs.”

Gilda lazily dragged her talon along the rock, scratching a five-inch line in the granite as a cool breeze ruffled her feathers. She had been scratching that same line for over an hour now, and her talon was dulled from the repetitive action. Normally she was much more careful of her talons, but lately she just couldn't muster the effort to care.

“Stupid lame-o bunch of featherless dweebs!”

Slamming a clenched claw against the stone, Gilda rose abruptly to her feet. This was ridiculous. It had been months since she'd last seen Rainbow Dash – since her former friend had decided that a bunch of stupid, ground-bound ponies were better than her, Gilda. She still couldn't understand it. So she'd pranked a few ponies; so what? Dash had always been a great one for pranks. The two of them had been the terrors of the Junior Speedsters, back in the day.

She still couldn't believe it.

And that pink pony – Punky Cake, or whatever her stupid name was. Following them around. Pestering them. And pranking Gilda! Oh, Dash said she had set all those pranks, and that they weren't specifically meant for Gilda, but the party had been Punky Cake's idea, and that made it her fault. Gilda had no doubt that Punky had rearranged things to humiliate her.

It burned her up, just thinking about it.

And now she had lost her oldest friend, and the stupid flip-flop still hadn't realized what a mistake she'd made. Dash and Gilda belonged together . . . at least, they did back when Dash was cool. So why was she still hanging out in Ponytown with a bunch of . . . of . . .

Gilda snarled a word that would have earned her a cuff had her father been nearby and looked around for something to vent her rage on. She nearly jumped out of her feathers when she saw the pony standing not three yards away from her. With an undignified squawk, Gilda reared back, wings, spread, talons readied.

The pony – a unicorn – was slightly larger than average, about the size of Gilda herself, her coat a grayish-blue color with a mane and tail the pale, bluish gray color of slate. She wore some sort of decorations: a plate of dark metal strapped to her chest and what looked like a light helmet, fitted around her horn.

“Who are you?” Gilda hissed, recovering herself. “And what are you doing on my rock?” To herself, she wondered how this wingless unicorn had even reached Skyclaw Rock, which was accessible only by flying.

The unicorn stared at Gilda out of magenta eyes. “Gilda,” she said in a confident tone of voice. “I thought I might find you here, looking west to Equestria.”

“What do you mean by that, dweeb?” Gilda snapped. “Who are you? And how did you know my name?”

“It must be hard,” the unicorn said as if she hadn't heard. She strolled casually along, describing a large circle around Gilda; the griffin was forced to turn to keep her in sight. “Having your oldest friend betray you in that way.”

Gilda's beak opened, by no sound came out.

“I can only imagine,” the unicorn continued, “that she decided her new friends were . . . better than you.” She stopped and eyed Gilda sidelong. “How does that make you feel?”

The griffin's eyes narrowed. In a lightning-swift move she slashed at the strange pony with her left talons.

The world spun.

Gilda staggered, convinced that she was falling, that Skyclaw Rock was dropping away beneath her. Vertigo overwhelming her, she fell flat and clutched at the rough stone with all four claws, eyes squeezed shut. She held on grimly, the stone cold beneath her, one solid point in a world gone horribly fluid. After what felt like an eternity the sickening spinning stopped. Cautiously, rage blending with fear now, Gilda opened one eye.

The unicorn stood over her in a pose of triumph. “Do not raise your claw against me again, chick,” she said, soft and sinister. “I am Fallax Equa, and I can give you your heart's desire . . . or your greatest fear.”

She brought her head close to Gilda's her voice dropping to an intimate whisper. “Now,” she said, “do you want Rainbow Dash back beside you?”

Gilda swallowed and nodded.

“Then take me to your father.”

The Hall of the Griffin King was set within an enormous cave high on the southern side of Mount Icefang, highest of the Talon Peaks. Known simply as the Eyrie, the community around the Hall was bustling with activity, even at sundown. Torches burned everywhere as griffins hurried to and fro on errands, spoke and argued; flew from peak to peak. And everywhere were the vigilant eyes and sharp talons of the Wingblades, the griffin guards who kept Eyrie safe from attack.

Unlike the ponies of Equestria, the griffins were keenly aware of the dangers of the world, and were ready and willing to defend themselves against all comers. Often, said dangers were internal – the griffins were united in name only, and any griffin-lord was ever alert for signs of weakness from his peers. Griffins respected strength and courage, and despised weakness. If a lord was too weak to hold what he claimed, he had no true claim to it at all.

None were immune from this law, not even the king.

Gilda slunk through Eyrie, glaring at any griffin who did not get out of her way fast enough. She attracted plenty attention, though the curious stares were directed less at her than at the dark blue pony who followed close behind her. Gilda was known here, and few doors were closed to her. The fact that the strange pony – the first in Eyrie in years – followed Gilda was enough to ensure she received no worse that curious gazes . . . for now, anyway.

Gilda was not eager for a confrontation, which in itself was unusual. She never shied from a fight, but this strange unicorn – this Fallax Equa – disturbed her greatly, with her uncanny knowledge and unnatural powers. And her wings.

When Gilda had spread her wings to depart Skyclaw Rock, Fallax Equa had . . .grown wings. Not normal, feathered wings, either, but strange, filmy things that showed starlight through them, and seemed to lack any sort of supporting members. They had vanished again as soon as her hooves hit the ground, but the memory still troubled Gilda, even more than the spell of vertigo she had experienced.

Passing through the Hall, down wide corridors, Gilda snarled at a Wingblade who did not react swiftly enough to her presence. The unfortunate guard quickly snatched open the door he guarded, fumbling in his haste. Gilda passed through without a word, and before the guard could recover his wits to question her presence, Fallax Equa had followed.

The noise within was deafening. Three score griffins crouched around a half-dozen long wooden tables, laden with food – mostly meat, for unlike the ponies, griffins were not vegetarian. Raucous laughter, shouts, muttering, and the snap of bone filled the air as griffins ate. Servant-griffins, their wings hidden beneath their plain gray robes, scurried about replenishing plates and goblets as needed.

Several of the feasting griffins shouted greetings to Gilda, who ignored them. She slunk though the din, seeking the largest (and loudest) table. Behind her, Fallax Equa followed like a shadow.

At the head of the largest table in the room, a massive griffin sat, head and wings taller than any of the others. His white eagle's face splattered with blood and juices, he ripped loose a massive chunk of meat, swallowed it, then paused to regard Gilda. She stepped near this large griffin and inclined her head in a deep bow.

“Greetings, father,” she said in a subdued tone.

Aquila Goldfeather, the Griffin King, Lord-Protector of the Seven Peaks, Skylord of Griffonica, regarded his eldest daughter impassively. After a pause of several seconds, he spoke, his voice harsh but clear.

“Greetings, daughter. You're late to the feast. And who is this?” His gaze cut to the blue-gray unicorn who stood silently behind Gilda.

The pony stepped forward, meeting his gaze with those magenta eyes – a feat few creatures could manage for long. “Hail, lord of griffins,” she said with the slightest nod of her head. “I am called Fallax Equa, and I come to grant you your heart's desire.”

“Indeed?” Aquila cocked an eyebrow at the strange pony as the closest griffins fell silent. “That is a remarkable offer. And what might a unicorn offer that the King of the Griffins would value?”

The dark mare stepped forward, past Gilda, and extended her head until it was inches from Aquila's own beak. Her eyes never left his own; her stare never faltered. When she spoke, the Griffin King felt the feathers on his neck rise with a strange chill.

“Equestria.”

His eyes narrowed.

“Tell me more.”

The night was clear and chill, with a half-moon shining in a clear sky, as an equine figure rode the winds over the Badlands. A broad area to the southeast of Ponyville, the Badlands consisted of rocky hills, ravines, and occasional stunted trees. It was said to be rich in gemstones and other mineral resources. It was also said to be very dangerous, due both to the nature of the terrain itself, and the strange creatures that inhabited it.

The night-flying mare had reason to know.

“The griffins I understand,” Trixie said – not aloud, but in the “loud thinking” she had learned was the best way of communicating with her strange ally. “And the other creatures are impressive. But why are were going to the Badlands?”

“We need an army if we are to succeed,” the soft voice replied in her mind. “Those who have wronged us are mighty, and they will not simply give way for words. There must be a demonstration of power.”

Trixie mulled this over, letting the spirit control the magical wings, vast spans of filmy blackness that never seemed to flap. When the shard – now the metallic plate strapped to her chest – had first manifested this ability, she had soared wildly about, delighting in the freedom of the skies, envying the pegasus ponies. This is true magic! she had thought, wishing Blue Flame could see her. I'll bet not even Twilight Sparkle could do something like this!

Eventually, however, the gravity of what they were seeking to accomplish had overcome her wonder, and now the flight seemed almost routine.

“An army would be . . . impressive,” Trixie agreed at length. “As long as it's carefully controlled. I don't want anypony to be hurt unnecessarily.”

“Control is very important,” the shard agreed.

“And why do we have to call ourselves Fallax Equa? I thought the point of this exercise was to make everypony respect the Great and Powerful Trixie again!”

“As I have told you,” the voice explained soothingly, “Trixie is a fine name for a magician, but you must become more. We must become more. Fallax Equa is a fit name for a queen.”

“It just doesn't seem right,” Trixie persisted.

“Have we guided you improperly yet? Place your trust in us, Trixie. Now, we are here. Prepare.”

The winged unicorn descended in a gentle spiral, coming to rest on the bare, rocky earth. As her magical wings dissolved into the night, Trixie – Fallax Equa – regarded the landscape. Despite the half-moon she could see clearly; another gift from the shard. She stood in a flat stretch, that might have been called a meadow had it borne any grass or other green things, pocked with large, round holes and dotted with mounds of raw earth taller than a pony. In the pale light, washed of color, the place looked dead and ruined, the shadows of the earth-mounds stark under the moon.

Trixie looked to the southwest, her horn lighting with a sky-blue glow as she homed in on a particular spell. She focused for long moments, then ended the enchantment, satisfied that things were progressing as they should on that front.

This accomplished, she set her mind to the task at hand. With the shard's mental voice a soothing presence in her mind, Trixie carefully channeled the magic through her horn, weaving the spell as the shard taught her. It was an illusion, in nature similar to the spells she had used to enhance her act, but it was much more besides.

True to its promise, the shard had enhanced her magical abilities significantly; a spell that would previously have taken all her effort and concentration was now simple and easy. She could feel her power growing, like disused muscles regaining their strength, and she wanted to laugh from simple joy.

There were other changes. Although she did not feel any different physically, Trixie felt that she was somehow larger than she had been; as if her legs had lengthened and her horn sharpened. Perhaps it was merely the effects of her enhanced magic, making her feel taller and stronger.

The shard itself had changed as well. When she had first accepted its bargain, it had sprouted a slender, delicate chain and instructed her to place it around her neck. As she learned from it, letting it guide her magic, it grew. Now it formed a flattened plate of metal, twice the size of her hoof, that covered her chest like a piece of armor. Delicate traceries of metal had appeared around her hooves as well, like ornate shoes, and a light helm had appeared upon her head. She wasn't sure whether these were mere ornamentation, or some sort of outgrowth of the shard itself, but since they seemed entirely benign, she didn't question it.

She wondered whether it was somehow feeding off her magic . . . but if that was true, why was her magic becoming more powerful and versatile, instead of less? She dismissed the thought; whatever the shard was getting from this arrangement, it was well worth it. Trixie focused more intently on the spell she was weaving.

Her horn glowing intensely as she focused the energies, Trixie cast her magic down, into a nearby hole, sinking it though rock and earth and sending it flowing down tunnels and crevices. In perfect stillness she stood there, nothing moving but her tail in a faint breeze. She stood like a statue of blue-gray stone for one hour, then two.

The light of her horn winked out and she raised her head. Small noises drifted up to her ears, seeming to come from beneath the ground: scrapings and scufflings, high-pitched muttering, and the sound of claws on earth. The dark mare prudently backed away from the hole.

Abruptly, a creature emerged from the hole, springing forth as if propelled by a mechanism. It was a dog – large and with dirty brown-gray fur, standing twice the height of a pony. Long, muscular forelegs and stunted hind legs gave it an oddly hunched posture. It wore a red vest and a collar studded with gemstones, and a smell accompanied it, a stifling scent of raw earth and roots and burrowing things.

The dog – diamond dog,Trixie knew – regarded her with large green eyes, it's under-slung jaw slightly agape. There was more movement all around, as more canine creatures emerged from the many holes.

“Pony,” rasped the first dog in a tone of surprise. The other dogs – several dozen strong, mostly smaller than the first dog and wearing heavy helmets – began gathering around. The clank of metal and scratch of claws on stone was loud after the stillness.

Trixie glared at the green-eyed dog, doing her best to ignore the others. “Greetings, dog.”

“Should we take this pony?” rumbled another canine voice. It proved to be a very large dog, gray-coated and with evil yellow eyes. The first dog's eyes narrowed to slits.

“No!” shrieked another, a small dog with a dusty brown coat and a broad, square face. “Remember the trouble the last pony gave us! All that whining! All that complaining!”

“We could gag this pony,” suggested the large dog. “No awful noises, then.”

The green-eyed dog, who seemed to be the leader, hesitated. This, Trixie decided, had gone quite far enough. Her horn flared blue and lightning rippled suddenly across a clear sky, followed almost instantly by a crack of thunder. The dogs flinched as one, and a couple of the smaller ones dove back into their holes.

“I did not come here to listen to your foalish arguments,” Trixie declaimed in her best showmare's voice. “I am Fallax Equa, dogs, and I come to offer you a bargain.”

“Bargain?” rasped the first dog again. “Is it the gems? Where did the gems go?”

“Yes! The gems!” shouted the small, square-faced one.

The spell had worked perfectly, then, as the shard had promised it would. Trixie's magic had permeated the ground below her hooves, instilling into the dogs the belief that there were gems – countless gems, of incredible size and beauty – located just up the tunnels from them. It had been a simple illusion, such as she was already proficient with, with an additional twist – courtesy of the shard – to affect the subject's behavior. The diamond dogs, Trixie had heard, coveted gems above all else, and now she had them.

“I can give you gems if that is the height of your desires,” Trixie said, a faint sneer in her voice. “I can offer you riches and servants. I can offer you – this!”

Trixie's magic flared, reflecting blue in the eyes of scores of dogs. They saw themselves, surrounded by wealth and plenty, piles of jewels for even the least of dogs. They saw ponies of various colors serving them, offering food, hauling wagons, digging gems. They saw a life of ease, if they would only follow this strange mare.

Excited canine voices broke out as the vision ended, the dogs chattering to each other or staring at Trixie with worshipful eyes. She struck a pose, feeling their admiration – their wonder – wash over her like a warm tide.

A handful of the larger, vest-wearing dogs, who seemed to be the leaders, were conferring. Trixie let them do so for a few moments, then struck the ground with a hoof. “Well?” she demanded. “What say you, dogs? Will you return to your tunnels, to your lives of labor and grubbing in the hard ground? Or will you follow me, to a better life?”

The leader-dogs turned to regard her, eyes shining with avarice.

“Lead us, great pony,” the green-eyed one said. “We follow you.”

False Dawn

“All right, Spike! Up and at 'em!” called Twilight Sparkle. “We don't want to be late to Pinkie's party, and we still have to go over the pre-party checklist. But first: the pre-party checklist checklist, to make sure we make the pre-party checklist correctly!”

Soft snores were the only reply.

“Come on, Spike!” the purple unicorn insisted, magically nudging his basket. When that produced no effect, a magenta glow appeared around the baby dragon's blanket and it was snatched away.

“Aw, Twilight!” complained Spike, trying to hide under his own tail. “I need my sleep! Besides, it's not even light out yet.”

“Yes it is, silly,” Twilight replied, glancing at her magical clock. “It's ten minutes to eight, and my almanac says Princess Celestia was planning to raise the sun at seven thirty-five sharp. Now get up; we have so much to do!”

“Then why is it still dark out?” Spike demanded, glancing out the window,

“It's not –” Twilight stopped. The window did seem oddly dim for the time of day. Curious, she opened the door to her library-treehouse and trotted out. After several silent moments, Spike ambled out after her, rubbing his eyes and muttering something about inconsiderate unicorns.

He found Twilight standing stock-still and staring up at the sky with an expression of disbelief on her face. The sky was gray and opaque, looking like thick thunderclouds or a bank of mist . . . except that the gray fog stretched from horizon to horizon, and seemed close enough to touch. Neither sun nor moon was visible, and the entire landscape was bathed in an unsettling, dim gray light. It was like the half-light of dusk . . . or the sky before a violent thunderstorm.

“What kind of clouds are those?” Spike asked, eyes wide. “And why would the pegasus ponies do this?”

“I don't know,” Twilight said. “I've never seen clouds like this before. I've never read about clouds like this before!”

“W-what do you think it means?” quavered Spike.

“I don't know, but we'd better find out. Come on!”

The town center of Ponyville was crowded with mares and stallions of every description, all chattering nervously about the strange cloud cover. Twilight pushed carefully through the herd, Spike on her back, as the Mayor appeared at the podium before the circular town hall.

“Citizens of Ponyville,” she began as the muttering died down. “No doubt you are all wondering about this strange cloud that covers our fair town. First, let me assure you that the pegasus ponies did not cause this. The scheduled weather for today was clear and breezy, with a light shower towards evening.”

More muttering, but the Mayor cleared her throat ostentatiously and continued. “However, all will soon be clear! I have asked Rainbow Dash, the winner of the Best Young Fliers competition, to investigate the matter.”

At that, Rainbow Dash stepped onto the stage besides the Mayor, smiling confidently, a set of goggles strapped to her head. “Don't worry, everypony,” she called to the assembled crowd, “whatever this is, Rainbow Dash is on the job!”

She set the goggles in place over her eyes, winked at Twilight, and shot skyward in a blue-and-rainbow blur. The ponies leaned their heads back, watching as Dash flew higher and higher, as if she intended to punch straight through the strange cloud-cover and see what was on the other side.

Minutes ticked by. The tiny figure in the sky, barely visible now in the weird half-light, had stopped shrinking with distance; Twilight guessed that she had reached the cloud and was investigating it. She had seen her friend clear the sky in ten seconds flat and perform the near-legendary sonic rainboom – twice. Surely she could handle some weird cloud.

Abruptly, the tiny figure of Rainbow Dash was growing as she sped groundward once more. Within seconds she touched down before the stage. Even at a distance, Twilight could see that her friend was rattled.

“I don't know what that stuff is, but it's like no cloud I ever saw before,” Dash said before anyone could question her.

“What do you mean, Dash?” Twilight called. The other ponies stared in silence, but Dash's gaze fixed on Twilight, and the unicorn was astonished to realize that her pegasus friend was . . . scared.

Scared of a cloud? Rainbow Dash scared of a cloud?

“It was . . . all cold,” Dash continued. “I mean, I've dealt with snow-clouds before. But this just . . . felt wrong. It made me feel cold all the way through just to get near it.” She shuddered visibly.

“Anyway, I tried to buck a hole in it.” She glanced around at the crowd, as if only now becoming aware of them. “All of you pegasus ponies know that if you kick a cloud hard enough, it just comes apart. Goes right to pieces. Well, this . . . stuff didn't do that. It was like kicking those cotton candy clouds that Discord made. It wasn't sticky, but it wouldn't come apart. I tried for a while, but I couldn't bust a hole in it.”

The crowd's muttering intensified, and the Mayor seemed to be at a loss for words.

“Twilight!” called a familiar voice, and an orange earth pony in a large brown hat came galloping up. The crowd of ponies parted to let her pass.

“Applejack! What's wrong?”

Applejack stopped before Twilight, sides heaving. “There's . . . trouble,” she panted. “Back past the farm.” She glanced around at the other ponies; even the Mayor was watching intently. “Someone's coming, and it ain't nopony Ah ever seen before.”

“What do you mean?” Twilight demanded, puzzled.

“Ah mean an army, gol durn it!” the country pony burst out. “Ah was in the east field when Ah seen 'em coming. There's a bunch o' those bird people, like Gilda, all flyin' around out there.”

“Griffins?” Twilight said, almost to herself. “But why would griffins –“

“That ain't all,” Applejack continued. “Ah couldn't rightly tell what they were, but there's a bunch of critters on the ground, too. They ain't ponies, that's all Ah can say. And there's lots of 'em.”

“How many is 'lots?'” Twilight asked sharply. Applejack looked annoyed.

“Ah don't know, a whole big bunch! Why are y'all wastin' time with mathematics? What are we gonna do?”

This was too much for the crowd of ponies, who all began talking at once. A few ran off, apparently panicked, while others turned to the Mayor, demanding a solution or offering advice. Several surrounded Applejack, shouting questions, but the farm pony retorted “Ah done told you all Ah know!” at the top of her lungs.

“Ponies, ponies, please!” came the voice of the Mayor over the clamor. “Calm down, everypony! Let's have some order!” She glared at the crowd, the expression odd on her normally pleasant face. “Now then, while Applejack's news is . . . surprising, there is no reason to assume the worst. The griffins have not caused any trouble for Equestria in over three hundred years, and we don't even know who the other individuals are.”

“But what are we going to do?” shouted Carrot Top from somewhere in the middle of the crowd. The Mayor waved a hoof calmingly.

“I propose that we form a small delegation to make contact with these . . . unexpected visitors,” the Mayor responded. “If they are friendly, we can simply find out why they are there and how we can help. If not, we can deal with that situation when we know more.”

“Are you sure about this?” Trixie asked mentally.

Relax, replied the shard soothingly. You have the prowess, and I, the knowledge. Now we also have our army.

Trixie glanced slowly about. Diamond dogs were everywhere, hundreds of them, ambling about, setting up their peculiar camps, digging shallow holes, and generally doing whatever it was that they did. She did not see the handful of vest-wearing dogs who seemed to be their leaders.

Above them, griffins swarmed the sky: the entire Red Feather legion, King Aquila's personal fighting force. Though fewer in number – only four hundred, all told – the griffins were certainly a cut above the fractious dogs, and both groups knew it. The griffins regarded the dogs with undisguised contempt, while the dogs made every effort to avoid the griffins entirely.

And there were the other creatures, out of sight for now, which she was keeping careful mental track of. She was still not entirely comfortable with them, but with what the shard had taught her, she was having no difficulty controlling them.

It was impressive, true. It would certainly make those arrogant Ponyville foals take notice of the Great and Powerful Trixie. Nevertheless, in the back of her mind was the thought that Blue Flame would not be particularly pleased with what she had accomplished.

“I'm still not thrilled with having an army at all,” Trixie continued.

Oh? replied the shard quickly. Have you forgotten what happened last time you came to this town? Have you forgotten the mockery, the humiliation, the degradation?

Trixie frowned, remembering her magic show, the Ponyville ponies heckling her. She remembered the name-calling and insults, the derisive laughter at her best and most impressive efforts. Yet . . . something seemed wrong about the memories . . . she couldn't think clearly . . .

We have grown, you and I, the shard continued, but we are still only two. If we are to be taken seriously, if we are to receive the respect that is our due, we must command that respect. We must not let the vulgar and the ignorant decide our fate;we must choose to be the masters!

“I suppose you're right,” Trixie said, pushing away the unsettling memories.

Of course. If you find yourself faltering, remember how you were mistreated. Spare no pity for those who shamed you. And you escaped with the lighter punishment; for my trouble, I was nearly destroyed by that infernal unicorn, Twilight Sparkle.

Twilight Sparkle . . . again, the name conjured strange feelings in Trixie's heart: a mixture of awe and resentment, and a strange, gnawing hunger. She shook her head in irritation, dispelling the thoughts.

“Ah don't like it,” Applejack muttered to herself as she lead the small band of ponies northwestwards. It had been decided to send fourteen ponies to investigate the strangers – the Mayor, Applejack herself, and twelve others. This, it was hoped, would show that Ponyville did not want a fight, but that they were to be taken seriously. At Twilight's suggestion, two of the envoys were swift-flying pegasus ponies, four were earth ponies, and the remaining six were unicorns - “Just in case,” as she had put it.

Applejack glanced back at the entourage – she recognized two of the unicorns, Lemon Tart and Colgate, as well as the earth pony Clover and Dizzy Twister, a quick-winged pegasus pony, but she didn't know any of the others. Their little group was just big enough to be unwieldy, and – she had an uneasy feeling – to small to be very effective should the horse apples hit the magic fan.

Her shoulders twitching nervously, she lead the Mayor and the rest past the last clumps of apple trees to the top of a small rise. Ahead, a landscape of tough grass and scattered rocks met their gaze, the land being too poor to be worth the effort of the farmer ponies. The barren terrain stretched away to the horizon – said horizon being much closer and eerier than usual. The unnatural cloud cover curved visibly until it touched the ground some miles away, forming an immense dome that enclosed Ponyville and the surrounding farms.

That wasn't what held the ponies' attention, though.

Encamped on the barren plain, just inside the wall of cloud, was an army.

Applejack squinted, able to make out dozens of winged shapes circling above an enormous encampment of . . . what were they? They weren't ponies, not with that hunched, bipedal gait. There was something familiar about that walk, something she had seen before . . . .

She went cold. “Di'mond dogs,” she said.

“I beg your pardon, my dear?” inquired the Mayor.

“They're di'mond dogs. Those big dog critters that live out in the Badlands. They foalnapped Rarity once.”

Everypony stood quiet for a moment, regarding the dog camp. There were hundreds of them, maybe thousands, and it was then that Applejack realized that there were also scores of griffins circling overhead. The sheer number of dogs had make the griffins seem fewer than they were.

“Well!” said the Mayor briskly. “Just because there are hundreds of those 'diamond dogs' camped out there –”

“And griffins,” Applejack added.

“And, as you say, griffins,” the Mayor went on with some annoyance, “that's no reason to assume the worst. Let's go offer them our greetings!”

As they moved towards the dog camp, a small contingent of dogs broke off from the main crowd and began moving towards them. Not just dogs, Applejack saw after a moment: there seemed to be a few griffins as well, restraining themselves to walking. They advanced at a steady pace, meeting the Ponyvillians a few hundred yards away from the main encampment.

The Mayor came to a halt, the other ponies forming a half-circle around her. Facing them were eight large, hulking diamond dogs, most wearing metal helmets, but one clad in a gem-studded collar and a dark red vest. Four griffins stared arrogantly at the ponies, and seemed to be keeping some distance from the dogs. And leading them all was . . . a pony?

Who is she? wondered Applejack. It was a unicorn mare, with a dusky-blue coat and dull, blue-gray mane and tail. She wore a black breastplate strapped across her chest and an ornate helmet protected her head. Delicate-looking horseshoes completed her ensemble, but what made her seem so odd was her stature. She stood a head taller than any of the Ponyville ponies, on long, slender legs. Why does she seem so familiar?

The mare regarded them coldly out of magenta eyes and waited in silence. After an awkward moment, the Mayor stepped forward with a broad smile. “Greetings, strangers!” she said brightly. “Welcome to Ponyville; I am the Mayor, and these are my friends and fellow citizens.” She named each member of the little band in turn. The strange mare continued her stony silence, so after a moment the Mayor continued.

“We could not help but notice your . . . gathering, and so we have come to discover your intentions, and offer what assistance we can.”

Trixie watched as the Ponyville ponies approached. She recognized the leader: the Mayor, a self-important little idiot with a vastly inflated idea of herself. The others she did not know: a collection of small-town yokels, now smirking with artificial importance due to their being included in this welcome wagon. Trixie's head hurt, and her vision seemed to blur every now and then, but she shoved her discomfort aside. The show, she thought grimly, must go on. The shard, now grown even larger, was a comforting presence on her chest.

“Welcome to Ponyville,” the Mayor was saying, a noticeable sneer in her voice. She named each of her rag-tag followers, beginning with the orange pony in the ridiculous hat – the only one, Trixie noted, who didn't wear an expression of smug superiority. There was something extremely familiar about her, but when she tried to think of it, Trixie's head hurt even more. She pushed the matter aside and concentrated on the Mayor's insipid words.

“We could not help but notice your . . . gathering,” the Mayor went on, voice dripping with disdain, “so we have come to discover your intentions – ” why was she suddenly so accusatory? – “and offer what assistance we can.” – the last said with biting sarcasm.

So. It was as the shard had said: Trixie had returned in triumph at the head of an army, and still she was greeted with mockery and spite. Very well; let these Ponyville foals see who they were dealing with.

“We are Fallax Equa,” she declared, one hoof raised dramatically. “We are the Queen of Dogs and the Mistress of Griffins, and we hold command of magicks greater than you have ever imagined! We have chosen to grace your town with our presence, and we require lodgings befitting our status!”

Applejack stared in surprise as the strange pony made her bizarre speech. Fallax Equa? Who the hay was that? The Mayor seemed at a loss for words, while behind her, the other ponies muttered to one another. Applejack's green eyes narrowed. There was something about that pony . . . what was it?!

And then it hit her.

“Trixie?” she blurted out in total shock. “What the hay are you doin'?”

“Trixie?” The Mayor turned to regard Applejack, who nodded.

“Beggin' your pardon Mayor, but yes. Remember that, uh, magician pony who came through town a few months back? About the time of the, uh . . . Ursa Minor incident?”

The Mayor turned back to Trixie – how did she change so much? – with a bemused expression on her face. “Didn't she turn out to be a fake? Trixie, what are you doing back here? Is this all some sort of prank?”

The orange pony – Applejack – was still staring at her, and something in her eyes made Trixie very uneasy. She knew she had seen her before, no doubt as one of the hecklers on her last, ill-fated visit to this backwater town.

And Applejack suddenly remembered as well. “Trixie?” she said in disbelieving tone. “What the hay are you doin'?”

Trixie did not respond, her thoughts in a whirl, her headache suddenly doubling in intensity. Damn that pony, she thought, and briefly wondered why. She missed whatever Applejack said to the Mayor – lies, no doubt – and then the Mayor turned back to her.

“Didn't she turn out to be a fraud?” the earth pony said, a vicious light in her eye. “Trixie, why did you come back? Is this all some sort of stupid prank?” Behind the Mayor, the other ponies glared evilly, cruel smirks on their faces.

It was too much. It was too much. After all she had been through, all she had accomplished, and still she was met with mockery and disdain.

A red haze clouded Trixie's vision.

NO MORE!

Applejack watched closely as Trixie – this new, odd-looking Trixie – flinched back from the Mayor's words as if they had been cruel insults. That was strange – the Mayor had been fairly tactless, but surely . . .

Trixie's magenta eyes closed and her whole body shuddered. Then they opened again, but instead of magenta, they were a venomous turquoise in color.

Applejack's blood ran cold.

“NO MORE!” shrieked Trixie, rearing up on her hind legs. Turquoise-green light flared around Trixie's horn, and with an ear-shattering crack of thunder, lighting speared down from the sky and struck the Mayor. The tan pony thrashed helpless in a spasm, collapsing as another bolt struck her, and another, and still another.

“Everypony run!” bellowed Applejack, and launched herself at Trixie. The Mayor was probably already dead, but if there was even half a chance she wasn't . . .

Pain ripped through her body as a lightning bolt caught her in mid-leap. Applejack crashed to the ground, trying to make her legs obey her. She was dimly aware of the diamond dogs and griffins surging towards the other ponies, of lightning striking the pegasus ponies out of the air, of the sickly smell of charred flesh close by.

Hooves crunched on stone near Applejack's head, audible over the sounds of battle and equine screams. Flopping like a landed trout, she caught sight of Trixie – Fallax Equa – standing over her. She gritted her teeth, expecting death.

“Oh, no, Applejack,” the turquoise-eyed nightmare said softly. “I have something else in mind for you.”

Then the world exploded in pain, and darkness closed over her.

Desperate Counsel

She sank into darkness.

The chaos, the madness, the pain, the humiliation, all receded from consciousness. Here was peace. Here was sanctuary.

Here, nopony would ever mock her.

Here, she was safe.

She let the darkness enfold her like a mother's touch, warm and protective.

Applejack came awake slowly, every nerve tingling. She became aware that she was lying on a hard, cold, lumpy surface. Had she fallen out of bed? She moved a foreleg, searching for her blanket.

Abruptly, memory came flooding back and her eyes flew open. The Mayor, Trixie, the lightning . . . Blinking, she surveyed her surroundings.

She was lying in a dirty, rust-spotted metal cage, just large enough for her to turn around in. The cage was positioned in a clump of trees, and nearby stood two of the dogs – the smaller ones, wearing metal helmets and armed with lances – looking bored. The trees cut off her immediate view, but off to one side Applejack could hear the activity of many creatures – diamond dogs, no doubt.

Trixie was nowhere in sight, and neither were any griffins. It appeared that Applejack was being saved for later, a prospect that made her shudder. Those eyes . . .

A moment later she shuddered again, catching sight of what at first appeared to be a pile of colorful sacks. It proved, instead, to be bodies: the corpses of the Mayor and the other ponies who had accompanied her, tossed in a heap like so much refuse. Applejack saw the Mayor's tan coat, charred black by the lightning strikes; then she recognized Clover's black tail protruding from the bottom of the heap; finally, she saw Dizzy Twister's yellow wing, lying limp and bloody.

Applejack gritted her teeth and squeezed her eyes shut, but the tears came anyway. Dead . . . she killed them all. They didn't deserve this. She choked back a sob, refusing to let the grief overwhelm her. Rage was what she needed now.

They would pay.

Inhaling deeply, she shook her head and staggered to her feet, her legs still slightly numb. The two guard dogs watched her disinterestedly as she examined the cage itself. It was solidly built, including a barred floor to prevent escape by digging, and while her dexterous tail could probably reach the lock, she had no way to unfasten it.

Applejack explored the openings between the bars. She could probably squeeze her head through, but there was no chance that the rest of her body would fit. She had no idea how long it would be before Trixie – Fallax Equa – whoever she was would come back. If Applejack was going to escape, she had to do so as quickly as possible.

Experimentally, she gave one of the horizontal bars a light kick. It held, but it wasn't all that thick, and she had plenty of experience with bucking things. Lining herself up, she let fly with both hind legs, delivering a smashing buck to the bar.

This caused the entire cage to jerk and brought both guard dogs to their feet. Applejack turned and examined the bar; it was bent slightly, but not enough to be of any real help. Turning back, ignoring the dogs, she bucked it again. And again.

On the third buck her left hind hoof cracked against the iron bar. Pain lanced up her leg and she hopped awkwardly away on three hooves, with a shout of “Horse apples!” One of the dogs snickered and they relaxed visibly; clearly, their charge wasn't about to get out.

Favoring her injured hoof, Applejack limped in circles for a few minutes until the pain subsided somewhat. The dogs, apparently bored, ambled over to the pile of dead ponies. After a moment there were low yips of excitement and the sounds of scuffling. Applejack remembered that two of the earth ponies had worn saddlebags, filled with who-knew-what. She guessed that the dogs were now finding out.

She examined the bar again, and discovered that her exertions had bent it noticeably outward and upward. The gap was still too small to let her escape, but the bar was rusty, and if she could fit her head and front hooves in . . .

“Y'all never tried to hold an earth pony before,” she muttered to herself. Lying down, she slipped both front hooves into the gap between the bent bar and the floor, then forced her head in as well. It cost her two scraped ears and some painfully pulled hair, as well as knocking off her hat, but she managed. Then, bracing herself as well as she was able, she pushed.

Muscles straining, Applejack tried to straighten her front legs, putting all her infamous stubbornness into the effort. The bent bar dug into her shoulders. Her cracked hoof stung viciously. She was cramped and unable to get good leverage, but she would not relent.

Seconds ticked by. If she could just bend that bar a little bit more . . .

The sounds of the squabbling guard dogs died down. She didn't have much time. Sweat stung her green eyes, but Applejack didn't allow herself to falter. She . . . would . . . not . . .

Abruptly, the bent bar gave way at one end with a distinct ping! Applejack forced herself upright, scraping both shoulders in the process. She had a chance, but she had to be quick. Digging her cracked hoof into the soil, ignoring the pain, she tried to force herself through the gap.

One of the guard dogs appeared around the pile of corpses. His expression of surprise was almost comical; his eyes widened and his jaw literally dropped. Then he uttered a sharp bark and came at her.

Applejack tore her way free of the gap, the jagged metal gashing both her flanks. Without hesitation she galloped straight for the guard dog, even as the second one appeared. The first dog swung his clawed paws at her but Applejack was having none of it. Gathering herself, she leaped and came down hard on the dog. The unfortunate creature went down with a yipe and a crunch, and Applejack reared and delivered a double-hoofed deathblow.

“That was for Clover, ya cur!” she snarled, barely restraining herself from screaming aloud. The second dog, seeing his partner so quickly defeated, skidded to a halt. As Applejack turned her glare on him, he turned and ran.

“Oh no ya don't,” she said through gritted teeth, and galloped after him. If this one got away the entire army would be after her, lickety-split. Pushing through the pain of her various injuries through sheer desperation, she caught up with the slower-moving dog and literally ran him over.

The dog tumbled, yipping with distress. Applejack dug her hooves into the ground and, as the guard dog regained his feet, let loose a powerful buck right in his armored head. Metal crunched, and the dog collapsed into a boneless heap.

“And that,” she panted, “was for Dizzy.”

She stood quietly a moment, recovering her breath and listening. The noise of the army did not increase; it seemed no one had heard the brief battle. Maybe squabbles were normal among the diamond dogs. Whatever the reason, Applejack knew she couldn't afford to stretch her luck. She returned to the cage, snatched her hat out with a quick flip of her tail, then turned to go.

The sad heap of bodies caught her eye again, and she frowned. Something was wrong. Choking back both grief and rage, she forced herself to scan the dead ponies, identifying each one. There was the Mayor, her tan coat charred black. There were Clover and Dizzy Twister, and a pink pegasus pony she vaguely remembered, scorched by lightning and slashed by griffin talons. There were three more earth ponies, two mares and a stallion, gashed and bloodied by canine claws.

Applejack frowned.

Where were the unicorns?

She counted again, quickly, knowing that she wasn't always the swiftest-thinking pony. Seven bodies: five earth ponies and two pegasus ponies. Not a one of the six unicorns who had accompanied them. No sign of Colgate or Lemon Tart or any of the others.

This couldn't be good.

Applejack decided she couldn't waste time investigating this. As much as she wanted to find those missing unicorns, she had to get back to Ponyville and warn the others, and if anyone caught her . . . the memory of Fallax Equa's turquoise eyes made her shudder. Tugging her hat down firmly, she began making her stealthy way back to town.

The town center was in a state of complete pandemonium.

The crowd of ponies had doubled in size in the past few hours, and now several hundred ponies thronged the town center. The army had been seen by many, and all could tell that the ominous dome of clouds over Ponyville was unnatural. Emotions were at a fever pitch, and Applejack's return – bloodied, battered, and bearing a terrible tale – had sparked conflicting reactions among the ponies. Some, Rainbow Dash among them, were furious, and argued for an immediate, retaliatory strike on the dogs and griffins. Others wanted to fortify Ponyville as well as they could, hoping to avoid a bloody conflict. A few insisted that Applejack must be wrong, or at least exaggerating; such horrible things had not occurred in Ponyville in living memory. And a significant number – lead, if unofficially, by the Flower Trio of Daisy, Lily and Rose – had given in to sheer panic and ran wildly about, screaming that they were all doomed.

With the Mayor gone, Ponyville lacked a central authority figure to hold the crowd together. The town watch – a dozen ponies who formed the combined police force, fire-fighters, and general serviceponies – were trying valiantly to maintain order, but they had never experienced anything like this.

What they needed, Twilight Sparkle thought, was a troop of Celestia's royal guards to snap things into shape. They needed military discipline, if even half of Applejack's story was true – and, knowing the orange pony as she did, Twilight did not doubt it for a second. If anything, she was probably understating the danger.

They needed somepony to take charge. They needed to stick together and work in a coordinated fashion.

They needed . . . organization.

Twilight swallowed hard, then walked reluctantly to the podium. She didn't want to do this; wasn't ready for this! Maybe if she had a few hours to prepare, to compose a speech and a checklist of what needed to be done . . .

But she didn't have hours. She didn't have minutes.

“Excuse me!” she called. “Could I have everypony's attention, please!”

No reaction. There were still a dozen different arguments going on, the Flower Trio was still running around madly, the watch was trying desperately to keep things from escalating to a full-scale riot, and now she noticed more ponies – farmers and orchardists, from the look of them – trickling into the town center from the outlying region.

“Hey!” she shouted at the top of her lungs. “Everypony!”

A few of the nearer ponies turned to stare at her, but the majority of the crowd paid her no heed.

This was ridiculous. Twilight focused her magical power briefly and a lighting bolt leaped skyward from her horn, accompanied by a sharp crack! of thunder.

Silence fell, and the crowd of ponies turned to stare at Twilight with various expressions of surprise. Twilight swallowed again.

“Most of you know Applejack,” she began, her voice sounding thin and weak to her own ears. “You know she's always there when anypony needs her. You know her word is always good.” She paused, seeing a few ponies nodding.

“You've heard what Applejack had to say about the army of griffins and diamond dogs, and about this . . . Fallax Equa person.” Twilight had decided not to mention Trixie's name, figuring it would only confuse the townsponies. Besides, from what Applejack had said, Fallax Equa was a far cry from the hammy showmare they had known.

“I don't know about you, but I trust Applejack, and I believe her. If what she's said is true – if even half of what she's said is true – than Ponyville is facing a genuine crisis. Now, I know we can get through this, but we have to work together. Running around in a panic won't accomplish anything. Princess Celestia taught me –”

“Hey, that's right!” called somepony from the crowd. “You're the Princess's student! Can't you just call her and get her to help?”

There was a general murmur of agreement at this suggestion, and Twilight winced. She'd hoped nopony would think of that. She had, some time before Applejack returned, and had tried to send a letter off to Celestia via Spike's enchanted fire breath. However . . .

“Unfortunately, that won't be an option,” she stated flatly, stilling the muttering. “I recently tried to contact the Princess, and . . . it's didn't work. Apparently this strange cloud is blocking off magic as well as sunlight.”

Renewed muttering, this time with a hysterical edge to it. Sompony screamed “We're trapped!” Desperately, Twilight racked her brain to find what to say, how to calm this maddened crowd.

She caught a glimpse of a large figure moving through the agitated crowd, heading her way. It seemed to be wearing armor, and for a wild moment she thought it was one of Celestia's royal guard pegasi. They would know what to do; they would be able to impose order and take command of this mess!

But the pony in the armor wasn't white; he was red. A large, red earth pony with a ragged orange mane and short-cropped tail. In fact, it looked almost like –

“Big McIntosh?” she burst out in astonishment. Sure enough, Applejack's big brother was making his slow, determined way directly towards the podium. Gone was his ubiquitous yoke; he was wearing heavy, bronze-colored armor, even heavier than that of the pegasus guard, and carrying a sack in his mouth.

The big stallion reached the edge of the crowd, stopped, and very deliberately set his sack on the ground. The hysterical ponies quieted significantly as he did so; McIntosh commanded attention for both his physical presence and his status as head of one of Ponyville's largest farms. From off to one side, where she was being tended by Fluttershy, Twilight distinctly heard Applejack chuckle.

McIntosh raised his head and turned sideways, eyeing the crowd while still keeping Twilight in his line of sight. Silence fell; the farm pony rarely spoke, but when he did he was heard.

“Y'all know me,” he began in his slow, casual way, eyes half-lidded as if on the verge of sleep. “Ah'm McIntosh Apple. Me an' Applejack run Sweet Apple Acres.

“But Ah wasn't always a farmer.” Twilight's ears pricked up; she had never guessed that McIntosh, of all ponies, was something more than he seemed.

“ 'Bout ten year back,” he continued, “Ah had a fancy t' see Equestria, so Ah up and joined the Guard. Did mah turn; saw some places; saw some action. Had enough after two years, so Ah come back to th' farm, and been happy there ever since.”

Twilight shot a glance at Applejack, who grinned despite her wounds and the bleak situation.

“And one thing Ah learned,” McIntosh was saying, “is that we got to stick together. If we start shakin' around like trees in a windstorm, we're just goin' to lose all our apples. Now, Ah say –”

“Why should we listen to you?” demanded somepony – an earth pony stallion Twilight didn't recognize, his eyes wide with panic. “You say you were in the Guard, but so what? You're just a farmer and a common soldier!”

Applejack laughed again. “Go on, big brother!” she called “Tell 'em who y' are!”

McIntosh looked at the heckler, not aggressively, not even opening his eyes all the way, and the stallion paled. McIntosh nudged his sack open with one hoof as he continued speaking.

“Ah seen some action,” he repeated. “Mostly 'gainst bandits and a couple o' monsters out of the Everfree. But in the second year, we had a little bit of a rumble at Ghastly Gorge.”

“Y'all every heard of Crimson?” Applejack called.

Twilight stared at McIntosh, eyes wide. “That was you?” she squeaked. “Crimson, at the Battle of Ghastly Gorge? I've read about you!”

McIntosh reached into his sack and produced a large helmet, in the style of the Royal Guards. It was made of the same bronze-colored metal as his armor, but the helmet was noticeably shinier and newer-looking, with no scratches or dents. It bore a large, red crest of horsehair that ran from the wearer's forehead to the back of the skull. With a practiced toss, McIntosh flipped it into the air and onto his head.

“Got made Captain,” he drawled. “Field promotion. Which makes –”

“That ain't all!” Applejack interrupted. “Tell 'em 'bout your medal, brother!”

Medal? Twilight wondered. But . . . that's right! After the Battle of Ghastly Gorge, Crimson was awarded –

McIntosh dipped into the sack again and produced a bit of bright metal shaped like a comet. He attached it to the front of his battered armor, where it gleamed like a tiny star.

“The Silver Comet,” Twilight said, still mildly stunned. “Awarded for acts of exceptional courage on behalf of all Equestria.”

“Eeyup,” said Big McIntosh. He turned to face Twilight, snapped his hooves together, and threw back his head, looking every inch the proud soldier.

“And, as the ranking representative of the Equestrian Guard,” he continued, in as formal a tone as Twilight had ever heard him use, “Ah hereby recognize Miss Twilight Sparkle, personal 'prentice to Princess Celestia, an' the Hero of Ponyville, as actin' Mayor and military commander for the duration of the current crisis!”

Twilight goggled, her jaw dropping. McIntosh returned her stare with his normal, heavy-lidded expression. The crowd of ponies was silent, aside of a few low murmurs. Abruptly, he clapped one forehoof against his chest armor with a ringing clang! in the traditional salute of the Equestrian Guard.

“What are your orders, ma'am?”

Twilight blinked, still recovering from the sheer shock. “My first order,” she retorted, “is that I want to speak with you, Captain Crimson. In private.” She pointed a hoof at Applejack, who was still grinning broadly despite her injuries. “And your sister, as well. Now.”

“What in Celestia's name was that about?” Twilight demanded, only barely managing to keep her voice low. Fluttershy flinched but continued cleaning the grime off Applejack's coat with a damp cloth. For her part, Applejack just grinned.

Big McIntosh gazed calmly back at the irate unicorn. “Ah was just doin' what had t' be done,” he said.

“What is that supposed to mean?”

“Somepony had to take charge,” the earth pony elaborated. “You're the best organizer in Ponyville. You're the Princess's personal 'prentice. You're smart. And you have the most powerful magic of any unicorn Ah ever heard of.”

“All true,” Applejack agreed.

Twilight glared at the mare, then turned her attention back to McIntosh. “That may be true,” she admitted, “but I am not going to be in charge! I haven't even lived in Ponyville a year! I'll help out however I can, but somepony else needs to lead . . . why not you?”

McIntosh shook his head. “Too late,” he said.

“What do you mean by that?”

“He means,” Applejack explained, “that you've already agreed to take charge.”

“Huh?”

“When Crimson here asked you for orders,” Applejack said with an evil grin, “you gave 'em.”

“What? But I – that doesn't –” Twilight spluttered.

“Um . . . that's true, actually,” Fluttershy piped up. “You did sort of tell him what to do.” She flinched again as Twilight shot her a look.

“And now everypony knows that Big Mac here is the highest-rankin' soldier we got . . . and he considers you his boss . . . and you already started givin' him orders,” the orange pony said. “It don't matter if you want the job or not, filly; you've already accepted it.”

Twilight glared daggers at McIntosh. “You planned this, didn't you?” she demanded.

“Eeyup.”

Twilight looked from the placid McIntosh, to the amused Applejack, to Fluttershy who was trying to hide behind her friend. She heaved an enormous, melodramatic sigh. “Fine,” she said. “I'll do it. I don't have much choice anyway.

“Eenope.”

Twilight glared at McIntosh again. “And as my first – no, second – official order, Crimson, I want your advice on how we should deal with this. Start talking.”

The Battle of the Fields

The land to the east of Ponyville was a patchwork of rich farmland for a number of miles, sandwiched between the Everfree Forest to the north and the swift Horseshoe River to the south. A mix of farms and orchards, it had been tended by earth ponies for nearly a hundred years, ever since the founding of Ponyville itself.

Beyond the farms, the soil became poor and rocky, and the forests fell away. Scattered clumps of trees dotted a landscape of plains and hills, occasionally interrupted by small glens and gullies. Eventually, should one continue east far enough, the hills rose into rocky foothills and eventually mountains: the Talon Peaks, homeland of the griffins. As a rule, ponies did not travel far in that direction.

A broad, rocky hill, some twenty miles outside of Ponyville and just beyond the easternmost of the farms, was the scene of bustling activity. Five hundred earth ponies milled about, doing their best to remain organized in companies, following the colorful banners of their centurions. Nearly a hundred of them, scattered evenly through the five companies, were clad in heavy, padded vests of improvised armor, courtesy of the unflagging efforts of Rarity and her assistants. If the colors were peculiar and the fit wasn't all it could be, nopony said a word. They knew where those vests had come from.

West of the earth ponies was a gathering of unicorns, two hundred strong and organized into units of ten. Pegasus ponies buzzed about overhead, like enormous, multicolored bees, conveying messages, scouting the area, and otherwise making themselves useful. Perhaps another hundred ponies of various types were present as well: healers, food preparers, and those otherwise unsuited to combat but eager to help. They were mostly confined to two clusters of earth pony-drawn wagons, located on the north and south flanks of the western edge. In all, nearly a thousand ponies were gathered there: more than half of Ponyville's population.

The focal point of all this activity was a small group of ponies near the eastern edge of the hill. Twilight Sparkle, frazzled but determined, levitated her binoculars in front of Big McIntosh's – Captain Crimson's – eyes so her captain could observe the enemy.

“Looks like between fifteen hundred and two thousand of the dogs to me,” the purple unicorn said. “Plus about three hundred griffins. Of course, there's no telling what's hiding inside that bank of fog.”

“Eeyup.”

The army of Fallax Equa was encamped just inside the east-most wall of the dome of cloud that had englobed Ponyville. Separate from the cloud wall itself, a large bank of gray mist floated in defiance of air currents, obscuring a significant portion of the canine army. Twilight glared at it, certain that it meant nothing good.

“I still don't see Fallax Equa. Do you see her, Applejack?”

The earth pony blinked as the binoculars floated in front of her, then squinted through them. “Nope,” she said after a minute. “Must be hidin'. But you'll know her when you see her. She's big, like Princess Luna, and all dusky blue-black, with them creepy turquoise eyes.”

The pegasus scouts, although restricted by the presence of the griffins, had reported that the enemy was undoubtedly aware of the Ponyville force. Their arrival had spawned no small amount of activity among the dogs, though even Silver Gleam – whose knowledge of military matters came from textbooks – was unimpressed by their level of discipline. On the other hoof, the dogs were physically larger than the ponies, armored, and outnumbered the defenders about three to one. They might not need discipline.

“I wonder . . . is there any point at attempting negotiations?” queried Silver Gleam hesitantly. “I know it's traditional, but in this case –”

“They started the killin',” said Applejack flatly. “If they want ta surrender, Ah'll listen, but Ah'm here for a fight.”

Silver Gleam glanced to Twilight, Captain Crimson, and Lieutenant Rainbow Dash of the pegasus ponies. Crimson did not react, his heavy-lidded gaze focused on the enemy army. Dash, her wings and tail twitching, grinned fiercely, eager to do battle. Twilight frowned, then nodded.

“I agree with Applejack,” she said. “Fallax Equa and her army started this by murdering ponies in cold blood. They're not going to be offering any terms we could accept.”

The ponies stood in silence for a time, watching the dogs and griffins. At last, Crimson turned and eyed Twilight silently. The unicorn sighed.

“You're right; there's no point in delaying any more.” She turned to a lavender unicorn and nodded sharply.

“Sound the call to prepare for battle.”

The unicorn levitated her trumpet to her lips and blew a series of short notes. Immediately, the earth ponies began advancing with the dull rumble of hooves on dirt, following the centurions and their bright banners. Behind them, the unicorn Decanii lead their units in small clusters of ten.

Rainbow Dash leaped skyward as the pegasus ponies formed up on her. Already used to flying in formation – they did it every year during the Winter Wrap-Up – the pegasi hovered above the earth ponies, ready for battle. Unlike their ground-bound counterparts, the pegasus ponies had disdained both centurions and banners – “This is all the banner we need,” Dash had declared, twitching her gaudy tail – and now formed a multicolored swarm.

Turning to join the unicorns, Silver Gleam paused. At Crimson's advice, Twilight had committed three companies of earth ponies – three hundred ponies, all told – to the battle, holding the other two in reserve. The Yellow, Green and Black companies – lead, respectively, by Applejack, Steady Gait the farm pony, and Oak Hoof, the head of the town watch – were advancing towards the enemy. As they came to a halt, Applejack stepped away from Yellow Company and turned to face them all.

“All right, everypony,” she called, her voice carrying clearly. “Y'all know why we're here. We're here 'cause that bunch o' mangy dogs –” she pointed a hoof towards the enemy army “– think they can just stroll in and take what's ours. What we've worked and sweated and bled for, ever since mah Granny was a little filly. Does that sound right to y'all?”

Angry muttering rose from the earth ponies.

“But that ain't all.” Applejack glared at the ponies, green eyes glinting. “The Mayor and me, and Clover, and Dizzy Twister and the others, we came out to say howdy. And what did they do?

“They killed 'em. They cut 'em down without warnin', in cold blood. No reason. No cause.”

The angry muttering was louder now.

“We've always been peaceable folks 'round here, but ya can't reason with someone like that. They done started this donnybrook, but by golly, we're gonna finish it. And we ain't doin' it for revenge. We ain't doin' it for money. We ain't even doin' it for our farms and our homes.”

Applejack's cold glare raked the ponies. “We're doin' it for our families, for our friends. We're doin' it for our neighbors, who help out when times are hard. We're doin' it for our ol' grannies and grampies, who deserve a quiet rest. We're doin' it for our brothers and sisters, our little colts and fillies, who deserve a chance to grow up. My little sister Apple Bloom ain't gonna end up as no dog's slave, not while Ah got three good legs.

“What about y'all? Who are y'all fightin' for?”

“Twist!” shouted somepony from Yellow Company.

“Diamond!”

“Pumpkin!”

“Bluebell!”

Suddenly, names were coming thick and fast, a tidal wave of sound and determination. Silver Gleam's legs trembled, and he reminded himself that he had to lead the unicorns, not go haring off with the earth ponies. Applejack reared, pawing at the air with her forehooves.

“All right, y'all,” she bellowed. ”Let's show 'em what ponies can do!”

Behind Silver, the unicorn trumpeter sounded the charge. Applejack turned and galloped down the hill towards the dogs, the earth pony companies thundering after her.

They hurtled like the wind, the thunder of their hooves a terrible drumbeat. The dogs crouched, readying for battle, some wavering visibly as the enraged ponies came on. Applejack selected one particular dog, a yellow-eyed brute taller than his companions, and made him her target.

The world seemed to narrow, and Applejack saw clearly every detail of the dog's face: the ill-fitting helmet, the scraggly whiskers, the fang protruding over his upper lip.

Suddenly, he was right there. With a mighty leap, Applejack crashed into the dog hooves-first. All around her, the field erupted in sound and fury as ponies met dogs. Bodies thudded against bodies, hooves crunched on armor, and claws found flesh. Dogs howled in pain and rage, ponies bugled and whinnied and screamed.

Applejack bucked a dog that never even saw her, then reared and struck another with her forehooves. A dog clawed wildly at her, but she slapped his paws aside with her tail. Another clawed a line of fire across her back; she saw a green stallion trample the dog before she could react. A pink-maned mare went down, screaming horribly, her side a bloody ruin.

Risking a glance up and down the lines, Applejack was heartened to see that the ponies were doing well. Although some were down, the front rank of the dogs was in complete disorder; the larger canines had clearly underestimated their equine opponents and they were paying the price. The three banners, Yellow, Green and Black, waved bravely above the melee.

Another dog rushed up, snarling; Applejack crashed her shoulder into him and knocked him off his feet. Before she could finish the creature, two more came at her with slashing claws. She found herself fighting side-by-side with a pale green earth pony she didn't know; together, their flailing hooves battered back the dogs.

Applejack had never been one to shy away from a brawl. She'd gotten in her share of fights, both serious and casual, and had never given or received anything worse than a few scrapes and bruises. Until the previous day, she had never killed anything larger than a horsefly.

Now she killed.

She drove dogs back with flailing forehooves, smashing canine paws and faces that came too close. Her hind hooves crushed ribs and shattered legs. Dogs shrieked in agony, or gurgled hideously as Applejack's pounding hooves crushed out their lives. Blood smeared on her hooves and fetlocks; blood spattered across her sides.

It sickened her.

Ah gotta do this, she told herself, dodging a strike. Ah gotta keep fightin'. For Ponyville. For mah friends. For Apple Bloom.

She whirled, bucking a dog in the back; it fell with a shrill howl, and continued to scream as the press of battle carried Applejack away. A pink pony reared and trampled it to death, only to have two more dogs fall upon her and maul her. Her shrieks were piercing.

For Apple Bloom.

Somepony crashed into her, driving her off-balance. A dog loomed up out of nowhere, clawed paws spread wide. Applejack had no room to rear or buck, so she stretched her neck out and bit its throat. The dog clawed wildly, inflicting painful gashes on her shoulders and sides, but she tore its throat out. Dog blood filled her mouth, the taste making her gag. She spat, shuddered, spat again.

For Apple Bloom.

The pony to Applejack's left suddenly collapsed, screaming, blood gushing from her neck. Applejack leaped over her thrashing form to strike the dog that had killed her, smashing her forehooves into its face until it lay still.

For Apple Bloom.

Rainbow Dash had approached the battle preparations as she approached virtually everything: with breezy confidence. A karate champion, she knew she had nothing to fear from a fight, and the idea of leading a storm of pegasi into battle struck her as perfectly appropriate. She had done her best to give the ponies the benefits of her awesomeness, teaching them a few simple maneuvers they would hopefully remember, and memorizing most of Twilight and Big McIntosh's instructions.

Thoughts of the battle itself had not intruded onto her mind in any serious way. She knew there was going to be a fight, of course, but she found it hard to consider any outcome other than overwhelming victory. After all, Ponyville had her on its side, not to mention Twilight and Applejack. Rainbow was more concerned with thoughts of the victory celebration, as well as wondering whether word of this would reach the Wonderbolts.

This state of mind lasted until the enemy army became visible.

The sea of diamond dogs was certainly intimidating, outnumbering Applejack's earth ponies at least three to one. What sent a chill though Rainbow Dash, however, was the griffins.

Two or three hundred griffins accompanied the dogs, circling lazily in the sky or arrayed on the ground some distance away. Each one was slightly larger than the pegasus ponies, with broad wings, sharp talons, and a hooked beak. Griffins, Dash knew, were nearly as fast as pegasi and physically stronger.

Just like Gilda.

A scowl grew on her face as Rainbow Dash considered the matter. Gilda. She had not thought of her former friend in some time, and the memory was not a pleasant one. The griffin had violated one of the Dash's core beliefs: stand by your friends. Worse, she had assumed Dash would just go along with it. The memory was bitter.

But not so bitter that the thought of killing griffins was any easier to take. Worse, what if Gilda was in that army? Dash's feelings regarding Gilda were confused at best, but she certainly didn't want her dead. Still less did she want to hurt Gilda personally.

What if Gilda was there?

Dash's mood grew darker.

If Gilda had joined the army that had invaded Equestria, that had murdered innocent ponies in cold blood . . . Dash didn't want to consider that.

But she had to.

If Gilda was there . . . then Dash was finally and completely through with her. She could forgive a lot, but there were limits. She had waited and waited for Gilda to get in touch, offer an apology, something. She missed their easy camaraderie.

Dash shook her head vigorously, trying to dispel the grim thoughts. Chances were, Gilda was back home in the Talon Peaks and knew nothing about this invasion.

She had to believe that.

Suddenly, trumpets were blaring. Dash recognized the signal to prepare for battle, and turned to face her Company.

“All right ponies,” she called, wishing briefly that her voice was more . . . impressive. “You see those birdbrains out there? They think they can just flap in here and take over. They think we're a bunch of wimps, a bunch of second-stringers who'll fold up at the first gust of wind.

“You know what I think of that?” She glared at the pegasi.

“I don't give a flying feather what they think! I know what we are. We're the pegasi who got the water to Cloudsdale despite being understrength. We're the pegasi who survived Discord and Nightmare Moon. We're the pegasi who are gonna kick some griffin tailfeathers!”

Snorting, Dash spun in place to regard her warriors.

“And why is that? Because we're the best damn pegasi there are! We're fighting for Ponyville!”

Below he, the horns sounded the call to battle.

Rainbow Dash leaped forward, the pegasi of Ponyville around and behind her. “For Ponyville!” she shouted at the top of her lungs, and the cry was taken up by the other pegasi.

“For Ponyville!”

The cloud of ponies rushed forward, rapidly passing the earth ponies below as the griffins rose to meet them. Rainbow Dash focused her attention on a griffin directly before her. Streaking ahead of the flock, she crashed directly into the griffin with both forehooves, knocking him clean out of the sky.

Around her, battle was joined. Dash lashed out, using all four hooves and even her wings, delivering strikes that left griffins reeling or simply dropping from the sky. Battle-fury burned within her, and she felt invincible. Let them come!

A griffin closed with her, claws outstretched to grasp her forelegs. Dash broke the hold with a deft maneuver and tumbled backwards, kicking her attacker as she did so. She caught a brief, dizzying glimpse of the ground, a riotous mass of ponies and dogs.

Pain burned along her legs, and she realized she had been scratched without even knowing it. Pushing the pain aside, Dash leaped back into the battle. She caught an unprepared griffin from behind and bucked him in the wing; the avian creature shrieked and spun away. Turning, Dash saw another griffin engaging a pegasus who was struggling desperately to fend him off. Thought became action as she crashed into the enemy, knocking him clear.

A griffin crashed into her from above, claws digging at her back. Rainbow Dash folded her wings and dropped, but the avian creature was relentless, clawing viciously at her left wing. With a twist, the pegasus threw herself sideways, bringing herself face-to-beak with a gray-feathered, yellow-eyed griffin.

“Later, punk!” she shouted, smashing her hard skull into its beak. The impact dazed them both, but Dash was ready for it, following the strike with a sharp uppercut to the jaw. The griffin tumbled loose and the blue pony forced her wings wide, catching herself in midair, gasping as a bolt of agony shot through her shoulder.

I should get to the healers, she thought, instantly following it with No time. My ponies need me. She flapped hard, gritting her teeth against the pain, fighting for altitude.

Claws closed around her hind legs; she kicked violently, freeing one hoof. The griffin's talons dug into her hock and its sharp beak slashed at her vulnerable underside. Folding her wings, Rainbow Dash let herself fall, wrenching herself free and continuing to drop like a stone. Wings snapped open and she curved back upwards, erupting in the midst of a five-griffin formation. Blood and feathers flew.

It's such a . . . mess, Twilight Sparkle thought as she watched the battle unfold. From a vantage point on a nearby hill, she, Big McIntosh, and a handful of others witnessed the Ponyville forces' clash with the dogs and griffins. Spike was there as well, safely on her back. She had tried to keep him away, but he'd made the logical argument that she needed someone to take notes and help keep things organized, and she had let herself be convinced.

Although she had never seen large-scale battle before, she had read about the subject in dozens of history books. But in books, it had always seemed so . . . orderly. Clean. Groups of ponies acted in unison, and though Twilight understood that there had been killing and death, it had seemed remote, objective.

This was nothing like that.

The three companies, Yellow, Green and Black, had thundered down the hillside; not in neat squares like the companies in Twilight's books, but in ragged, multicolored masses. The gray-brown ranks of the diamond dogs were an indistinct mob themselves at this distance, but they seemed no better organized. There were, however, many more of them.

She was too far distant – nearly a mile away – to observe the exact moment when the two forces met, but the sounds that came drifting up from the battlefield were eloquent in their incoherence. Screams, cries, high wailings, shouts of rage; the individual words were worn away by distance, but the meaning came through. Twilight imagined she heard Applejack's drawling voice raised in a battle-cry, but she couldn't be sure.

The two forces did not form a neat line, the way the books had described, but Big McIntosh had warned her that that was unlikely. Instead, the battlefront was wavy and jagged-edged, as knots of dogs and ponies surged back and forth against each other, driving into each others' ranks. Behind the earth ponies – shielded, but not completely out of danger – Silver Gleam's unicorns send bolts of lightning and bursts of telekinetic energy into the mass of dogs. At this distance, it was impossible to say how effective their efforts were.

The ponies watched in grim silence as the battle played out. To Twilight Sparkle it seemed to take hours as she stood there, feeling helpless, watching her friends and neighbors fight and kill and die to protect their town. The other ponies muttered to each other, shifting their weight. McIntosh stood like a statue of brass and brick-red stone, resplendent in his battered armor, nothing moving but his eyes.

Some ponies might have thought Big McIntosh was dull or slow, given his speech pattern and normal expression of placid disinterest. Twilight was not fooled, however. Those half-lidded green eyes saw a lot, and now they were focused on the battle with singular intensity.

The battle dragged on, the warriors of both sides partially obscured by clouds of dust kicked up by hooves and paws. Overhead, griffins and pegasi wheeled and dove and screamed, but the ponies seemed to be holding their own against the physically superior griffins. McIntosh, however, devoted most of his attention to the battle on the ground.

The line of battle surged back and forth as knots of ponies drove into the mass of canines, and were driven back or overrun. Now the dogs gained ground, but a band of ponies surrounding the banner of the Yellow Company broke their momentum and threw them back. Twilight caught a single, brief glimpse, impossibly clear, of an earth pony in a cowboy hat – Applejack! – rearing and pawing the air with her forehooves; then the dust billowed and she was lost to sight.

McIntosh shifted with a clanking of armor, and Twilight started. She glanced at the position of the sun – the battle had been going on for nearly an hour, by her rough estimate. Spike was leaning against her neck, half-dozing. She envied him.

“Time to pull out,” McIntosh said briefly. Twilight squinted towards the battle, wondering what he had seen that she hadn't.

The big earth pony pointed with a massive hoof, away beyond the line of conflict. “Reserves,” he said simply.

As McIntosh stamped away to where the Crimson and Russet companies stood waiting, Twilight stared in disbelief. She saw more dogs hurrying around that weird bank of mist, jogging toward the battle in rough companies. She has reserves? she thought in horror, immediately realizing that she should have expected something like this. Of course she has reserves, you idiot! And now we're even more outnumbered. Celestia save us, the earth ponies have got to get out of there!

She turned to the unicorn trumpeter. “Sound the retreat!” she ordered frantically, waking Spike with a jolt. As the peals of the trumpet echoed over the countryside, Twilight turned her attention back to the battle. The ponies and dogs were closely engaged; the Ponyville forces couldn't simply withdraw without offering the dogs a chance to maul them, which would turn an orderly retreat into a bloody rout.

And more dogs were coming.

With a sudden shout and a dull rumble, Crimson and Russet companies began to move, at a trot, then a canter, lengthening to a full gallop. The earth ponies hurtled down toward the fray, inevitable as an avalanche, with the massive form of McIntosh at their head. As they dwindled in the distance, Twilight found herself tense, mentally urging them to greater speed, praying to Celestia that they would reach the battle before the dog reinforcements did.

Fluttershy knew she was useless in a war. Despite what her friends kept insisting she knew she was a coward, and the mere thought of fighting griffins like that meany Gilda, or those huge, scary diamond dogs, just made her legs tremble. She envied (even though she didn't quite understand) brave ponies like Applejack and Rainbow Dash, who could march off to fight for their lives – for everyponys' lives – with confident smiles on their faces.

She wanted to help, somehow, but she couldn't think of anything useful to do. She couldn't fight, she didn't have Pinkie Pie's mad genius, she didn't have Rarity's resources or skills, and she certainly wasn't as smart or organized as Twilight. She could communicate with animals, but the thought of asking her beloved animal friends to fight and maybe even (eep!) die almost made her physically ill.

She didn't want to hurt anyone, pony or non-pony. She just wanted to help.

Fortunately, she wasn't the only pony with that thought. The town's doctors and nurses were organizing a team of healers, and Fluttershy jumped at the invitation. Here was a way she could help, by healing instead of hurting! True, she was most skilled at tending animals, but the nurses said that wouldn't be a problem; ponies and animals weren't that different. Besides, they were accepting anypony who knew how to tie a bandage. The spa ponies, Aloe and Lotus, had already volunteered their expertise, as had a dozen others who wanted to help but couldn't, or wouldn't, fight.

The night had passed in something of a blur for Fluttershy. She found herself teaching ponies some basic first-aid; later, the nurses put her and several other pegasi to work ferrying supplies from the town hospital to several wagons on the eastern edge of Ponyville. These were to be mobile hospitals, to help the ponies that got hurt in battle. Even though she was a fairly weak flier, Fluttershy's wings were still faster than cantering through the crowded, busy streets, and she spent hours hauling loads of bandages, medicines, and other medical supplies.

The next morning had seemed like a bizarre dream, as hundreds of earth ponies – many wearing the gem-studded vests Rarity had made – marched away from Ponyville with Applejack's brother Big McIntosh at their head. Fluttershy had always found McIntosh a little intimidating, even though she knew he was gentle; seeing him dressed in armor, with that red-crested helmet . . . he had seemed almost scary. But the most frightening thing was his expression. Instead of his usual calm demeanor, McIntosh looked fierce. He looked angry. He looks like he wants to hurt somepony, Fluttershy had thought.

So Fluttershy, the nurses, the spa ponies, and the other healers headed out with the army, along with a few others drawing wagons loaded with medical supplies – and empty wagons to ferry home the wounded. At first it was profoundly dull, for which the pegasus was endlessly grateful. It seemed to take hours for the warrior-ponies to assemble on the hilltop, under the watchful eyes of Twilight, McIntosh, Oak Hoof, Steady Gait, and the other leaders. Fluttershy tried not to look at the army of dogs some distance away, but she couldn't help stealing peeks now and then. Each time, she shuddered. There were so many of them!

All too soon the battle had begun. Fluttershy couldn't bring herself to watch it, but she had no way to block out the sounds: the dull rumble, the cracks and booms of unicorn magic, the screeches and war-cries made quiet by distance; and worst of all, the faint wails and screams. Ponies were being hurt, maybe even dying.

And I can't help them.

The pegasus covered her eyes with her hooves.

Ponies are hurt now. By the time we go down there to help them, some may be dead. Some I could have saved.

Abruptly, Fluttershy got to her hooves and slipped on her saddlebags. The other healers paid no attention; they were either watching the battle intently or exchanging muttered words. Fluttershy slipped away from the healers' wagons, taking an indirect course around the earth pony soldiers, the various support ponies. She stayed well clear of Twilight and Big McIntosh and anypony else who knew her well and might guess her intentions. Other ponies might have drawn attention, but nopony even seemed to notice her as she crept clear of the encampment.

Flying low to the ground in a wide arc, she made her way to the outskirts of the battlefield. As she drew nearer the sounds of combat became louder and more distinct; she could make out individual voices, cries of pain or fury, shouted commands. She flinched, ears down, but kept going. have to help!

All too soon she began encountering fallen combatants. Most of them were ponies, although there were a few scattered griffins and diamond dogs as well. The first injured pony she encountered was a pegasus, one wing broken, trying futilely to drag herself to her hooves.

“Stop,” said Fluttershy, landing besides the orange mare. “Let me help with that.”

“Griffin . . .” the blue-haired mare grunted. “Caught my wing . . .”

“Just lie still,” Fluttershy said soothingly, pulling bandages and splints from her saddlebags. She jumped at a particularly loud noise from the battlefield – a burst of magic from one of the unicorn companies – then devoted her attention to her patient. The break was a clean one, and the yellow pony quickly and efficiently set it – drawing only a pained grunt from the other – and bound it between two splints.

“Can you make it back now?” she asked, pointing to the hillside encampment. “I'd help you, but there are other injured ponies down here . . .”

The orange pegasus gave her a tight smile. “I'll make it, miss. And thanks.” Turning, she began plodding towards safety.

Fluttershy moved on, her fear for herself forgotten in the larger fear for her patients. She moved from pony to pony, checking them with brisk efficiency. Some were cold and lifeless, and these she passed by quickly, fighting back tears. I have to help those who are still alive, she told herself firmly. If I stop to cry for everypony who's already . . . gone, I won't be able to help anypony. Nevertheless, tears trickled down her muzzle every time she touched a pony and found that she was too late.

She had ministered to half a dozen more ponies, binding their wounds and shoving them toward safety, when she found a griffin. Hesitantly, she touched the eagle-headed creature, feeling for a pulse.

Nothing.

She moved on, half-relieved and half-disappointed. The griffins were the enemy, but she was not sure she could make herself simply leave one that was injured and in need of help. The few diamond dogs she had encountered were already dead, being well past the earth pony lines, but the griffins and pegasi were more widely scattered. Their aerial battle paid no attention to the clashing dogs and earth ponies, and a pegasus or griffin unable to fly was as likely to come down on the enemy's side as behind their own lines.

Several minutes later, she encountered a dilemma.

The griffin was smaller than the others she had seen, scarcely larger than a pony, with blood-caked rusty-red feathers on the front half of its body. It was lying on its side, eyes closed, ribs rising and falling. Its body was battered and one of its eagle-like forelegs was bent at an agonizing angle.

Fluttershy stared at the creature for a long moment. I should leave it, she told herself. Rainbow Dash would. Applejack would. Twilight would. It's an enemy. I should just walk away and find a pony to help.

She braced herself, closing her eyes.

It would probably kill me if it had the chance. It's probably already killed other ponies.

The griffin stirred, emitting a pained whimper, then lay still.

Without further hesitation, Fluttershy began examining her patient. The blood came from a series of hoof-wounds on its head and neck: painful, but not life-threatening. The wings were intact, and she suspected that the griffin's side would be a mass of bruises, but nothing it couldn't survive. The worst damage was to the foreleg: a messy compound fracture.

Fluttershy focused on the injured limb with single-minded intensity, straightening the bones with the gentlest touch she could manage. Each time she fit the broken ends together, the griffin's body twitched with pain, but the pegasus held the leg firmly. Eventually, she got the bone straightened out and the leg splinted, and wrapped the whole up with a length of bandage.

She looked up, to find the griffin gazing back at her.

"Eep!” Fluttershy hopped back in surprise. The griffin rolled onto his stomach and got slowly to his feet, careful to keep his weight off the broken leg. A hiss of pain escaped his beak, but he steadied himself with his wings, then turned to stare at Fluttershy.

She stared back, then gestured towards the battle-lines. “Um . . . can you fly? Because if you can, I really think you should be going. It's not very safe here at all.”

The griffin glanced towards the ongoing battle, then back to the yellow pegasus. He bobbed his head once, then spread his wings and lifted awkwardly off the ground.

Fluttershy turned her attention to the next patient.

The anticipation of the fight had about driven him crazy, but when the battle was joined, Oak Hoof found that he had no time to be scared. He was too busy fighting for his life, trying desperately to remember the plans he had gone over with Ambrosia, Steady Gait, Applejack, McIntosh and Twilight Sparkle. It was no use; all he could do was try to survive, try to kill dogs, try to protect those ponies nearest to him.

Ponies fought and died. Dogs howled in rage or pain or victory. Griffins and pegasi swooped and dove and occasionally crashed down among the ground-bound fighters. Oak Hoof lashed out with his hooves, killing, crippling, or often just missing diamond dogs. Around him, the warriors of the Black Company – farmers, carpenters, salesponies, fathers and mothers – did likewise, fighting to defend their homes and their families.

Blood flowed. Ponies went down, slashed or bitten, screaming in pain or rage, or horribly still. Dogs fell, their blood mingling with that of the ponies. And somehow, despite their scanty training, the earth ponies were holding together as a unit.

A griffin plunged down with a screech, clawing madly. Oak Hoof ducked his head as talons raked his back and shoulders, cutting through the heavy vest Rarity had made for him. Blood soaked the fabric as Oak reared, slamming his skull into the griffin's chest. The griffin flopped awkwardly to the side, and Oak reared and trampled, hooves snapping the creature's delicate bones.

He stood still, panting, blood dripping from the sodden mass of his vest. By some quirk of fate he found himself in a spot of relative calm, and he took a moment to survey the battlefield. Ponies and dogs struggled back and forth, leaving the dead and dying everywhere like discarded toys. The earth ponies were giving a good account of themselves, Oak thought, but then, the dogs could afford the losses far better. For every dog they killed, two or three more seemed to spring up from nowhere, while the Ponyville ranks dwindled steadily. Earth ponies were tough, and the Ponyville farmers were tougher than most, but they were still mortal.

They still died.

As if to drive the point home, the earth pony heard trumpets blowing from the west; after a moment, he recognized the call: retreat. He glanced about, clear for the moment but unwilling to abandon the Black company. Ahead, the fighting was intensifying as the ponies tried to fall back and the dogs pressed their advantage.

And beyond that . . .

More dogs. Hundreds more, jogging towards them in rough formation.

Oak Hoof cursed viciously and galloped forward, towards the line of battle. If those reinforcements closed with the ponies, they were doomed. Teeth bared, Oak reached the battle line and plunged back in. “Fall back!” he shouted, pushing his way forward, lashing out at dogs and grounded griffins. “Grab the wounded and fall back! Take it slow; don't panic, but move!”

It was utter chaos. Some ponies tried to heed his words, stepping back carefully. Others ignored him, or perhaps never heard, pressing forward into the dogs, eyes wild. He saw a few given in to panic, running wildly about and lashing out at anyone who came too near, friend or foe.

And he saw far, far too many equine shapes lying on the ground, blood-spattered, some groaning with pain, others frighteningly still. With a catch in his throat he recognized Mr Breezy, with whom he had shared many a pint of cider, blood pooled around his throat; and Cosmic lying some distance away, bone visible through the blood on his yellow-brown side.

A mare to Oak Hoof's left screamed and went down as two dogs mauled her with their claws. Oak Hoof turned to face them, and the creatures bared their yellowed teeth and came at him. The first missed as the earth pony leaped to meet him, but the second's claws scored a line of fire along Oak's left flank.

Miraculously, the dog's claws tangled in the shredded remains of the vest. The dog tried to yank itself free, and Oak's forehooves missed the other dog by a hairsbreadth.

Out of nowhere, a charcoal stallion – little more than a colt – crashed into the leftmost dog; both of them went down in a tangle of limbs. Taking advantage of the distraction, Oak Hoof closed with the other dog, battering with his hooves as the canine's claws raked at his neck. The fight was short but brutal as equine hooves crushed ribs and brought the dog down.

With a chorus of defiant cries and a sudden rumble of hooves on soil, more earth ponies appeared, crashing through the melee with Big McIntosh at their head. The huge earth pony stallion, appearing even more massive in his armor and crested helmet, simply bowled over any dogs he encountered. The ponies of the Crimson Company thundered by, crashing headlong into the reeling canine ranks and buying precious breathing space for the beleaguered Black Company.

Blood streaming freely now, Oak Hoof turned to help the charcoal colt, only to find that he was too late. The dog was dead, but the colt's throat had been torn out, and blood was everywhere. Gritting his teeth, the older pony turned again to the matter at hoof. They had to fall back; they had to!

“Fall back!” he roared at the top of his lungs. “Get out of here while you can! Can't you hear the trumpets?” Rearing once more, he surveyed the area, trying to get a feel for the battle.

The Crimson Company had turned and was charging in a great arc, cutting through the ranks of the diamond dogs, separating them from the battered ponies of the Black, Green and Yellow Companies. It was a breathtaking maneuver, and it was only possible because of McIntosh's raw strength and size. The apple farmer-cum-soldier had placed the largest and strongest of the ponies beside him in a wedge of muscle, and they were carving though the dogs with sheer momentum.

But already the Crimsons were slowing down, faltering under the endless dogs and the frenzied attacks. The other companies would have to act quickly to seize this opportunity. Oak Hoof glanced wildly about, trying to find the Black standard, to rally the troops.

Something struck his side with punishing force, knocking him sideways. He teetered on two hooves, then collapsed as all the strength went out of him. For endless seconds he was conscious only of the sense of impact. The world was all wrong somehow; it was sideways, and his head was resting on dirt where there should be sky.

Then the pain hit him. He opened his mouth but couldn't even scream, and realization trickled through his mind: a dog had got him, ripped his side open with those claws. He tried to sit up, tried to raise his head, but the agony brought with it weakness, and a strange, light-headed numbness. He was vaguely away that he should feel worse, that something was badly wrong, but it was hard to think. And then there was cold, seeping through him, pushing the pain away.

Oak Hoof laid his head on the ground and let the cold take him.

Soaring high above the fracas, Rainbow Dash surveyed the battlefield. Things looked bad for Ponyville's defenders; even without the addition of the fresh dogs, they were badly outnumbered, and McIntosh's hasty training had barely been enough to get the collection of civilians to work in any coordinated matter. The battle line was a confused mass of ponies and dogs, ragged and saw-toothed.

As she watched, two more masses of ponies entered the battle: the Crimson and Russet Companies, with a massive, armored pony at their head. Leading the charge, McIntosh crashed into and through the first ranks of the dogs, cutting them away from the other ponies like paring the skin from an apple. The battle intensified as the battered ponies began to fall back; as the fresh companies curved, scything through the canine ranks; as the dogs' reserves redoubled their efforts to reach the front lines.

It wasn't going to be enough. McIntosh's maneuver had bought the Ponyville defenders some breathing space, but their reactions were too slow; they were burdened by wounded and lack of training. If they simply turned and ran they would leave themselves exposed to the dogs' attacks. It would turn a measured retreat into a bloody rout, and possibly cripple the Ponyvillians entirely.

She had to do something. She had to help. But what could one pony, however awesome, do?

And then it hit her.

Never one to delay action for thought, Dash turned skyward and soared, dodging the occasional griffin or pegasus, focusing on gaining altitude. Coming uncomfortably close to the eerie cloud-cover she leveled off, regarding the ground far below. At this height the battle was a complete mess, distinguishable only by the contrast of the brightly-colored ponies against the grays and browns of the dogs.

Choosing her target carefully, Dash dove. Legs stretched out before and behind her, she beat her wings furiously, speeding faster and faster. The wind whistled through her mane, the pressure drawing tears from her eyes as she forced herself to fly still faster. The world around her blurred, until nothing seemed to be real but the spot of ground she had chosen as her target.

She strained, wings buzzing, wind scouring her body, the pain of her wounded wing a constant throb. Almost . . . She could feel it, almost touch it with her outstretched hooves. I've done it before . . . I can do it now . . . my friends need me . . .

Less than a hundred feet from the ground, she reached it. With a ripple, she felt herself breaking the sound barrier. She canted her wings hard, allowing her momentum to slingshot herself back upwards at a steep angle.

With a deafening burst of sound and an eruption of multicolored light, the sonic rainboom rolled outward, an expanding ring of terrible glory. Dash spread he wings, riding the shockwave, letting it carry her higher. A fierce exultation filled her heart: I did it! Spiraling higher, she gazed down to see the effects.

The rainboom rolled over the battlefield, diminishing now, but still carrying tremendous energy. Where it passed, diamond dogs were flung off their feet, to lie dizzy and disoriented. The earth ponies, by nature sturdier than the dogs, hunkered down and weathered the rainbow blast as if it were a windstorm.

The earth ponies companies were seizing the opportunity to regroup, falling back from the line of dogs, dragging their wounded with them. A glance showed Dash that it would not be enough; the fresh dogs were nearing the front line. The ponies weren't going to be able to get away in time.

Not if I can help it!

Flying furiously, ignoring the burn of her overtaxed wing muscles and the pain of her wounds, Dash spiraled upwards once more. She paused again just below the cloud, carefully chose her target area, and dove.

If the first dive had been difficult, this was ten times as hard. Her wings and shoulders throbbed; her ears ached with the wind; her eyes burned. Dash pushed all this aside, gritting her teeth and beating her wings faster and faster. Again she strained, extending her body, trying to make herself travel faster through sheer force of will. Each wing-beat took a conscious effort; each incremental increase in speed cost her dear in pain and fatigue.

Almost . . . I can do this . . .

The ground rushed up at her, dizzying. Griffins screeched as the blue pegasus flashed by, moving far to quickly for them to interfere. A primary feather tore loose and shot away in the gale; Dash registered the pain as if from a great distance.

Ponyville . . . needs . . . me . . .

A second time, thunder and glory exploded over the battlefield. Exhausted, Dash forced her wings wide, wobbling slightly due to her missing feather, coasting upwards once more. The multicolored shockwave caught her and threw her higher, forcing her to pay close attention or risk losing control and falling.

She looked down.

The earth ponies had regrouped, her own rainbooms and McIntosh's berserker charge having bought them precious time. Most of the nearest dogs were lying on the ground, stunned, or crawling away dispiritedly.

A crackle of turquoise caught her eye, away to the east. There stood Fallax Equa, the blue-black nightmare, eerie light playing about her horn and lashing out at the nearest companies of diamond dogs. The dogs, cowed, were charging towards the ponies as fast as their short legs could carry them, more frightened of their outraged leader than of the repeated rainbow explosions.

Oh, horse apples . . .

The earth ponies were retreating in good order. In another few minutes they would be clear, but they might not have another few minutes. The panic-stricken dogs were charging straight for the mass of ponies, close to negating everything Dash and McIntosh had just accomplished. And for the ponies, tired, injured, and badly outnumbered, there would be no second reprieve.

Spiraling higher, every wingbeat sending a spear of pain through her shoulders, her eyes burning, her breath like sand in her throat, Rainbow Dash allowed herself a brief moment of self-pity.

And dove again.

With a shriek of triumph, Gilda tore a clawful of feathers from the yellow pegasus's wings as the pony wrenched loose and coasted away. Gilda let her go, uninterested in killing the dweeb. The griffin flapped her great wings, gaining altitude, and surveyed the battlefield.

The pegasus ponies were putting up a fiercer defense than the griffins had anticipated, their speed and agility rendering them a match for the slower, stronger Red Feathers. Their hard hooves and strong teeth, while not the equal of a griffin's beak and claws, were capable of inflicting devastating wounds when backed by the full weight of a diving pony.

The weight of numbers was beginning to tell, however, and after some furious fighting the ponies were being pushed steadily westward. They were persistent, slipping free of the griffins time and again to strike from a new angle, but the Red Feathers were the finest warriors of Eyrie, and they refused to be beaten. Bodies dropped from the sky, but more and more of those bodies were equine.

Gilda eyed the ground battle. While the griffins and pegasi were fairly evenly matched in terms of skill, the same could not be said of the diamond dogs and the earth ponies. Gilda had never had much use for the ground-bound ponies, but the dogs impressed her even less. Filthy, quarrelsome, undisciplined rabble; only their enormous advantage in terms of numbers – and the ponies' lack of training – was enabling them to win the day.

She eyed the battle lines disinterestedly, eager for it to be over. The battle had ceased to entertain her, and now she just wanted –

A flash of rainbow light blinded her, followed a heartbeat later by an echoing clap of thunder. Gilda reeled in midair, flapping her wings frantically as she blinked stars from her eyes. Seconds later, as her vision cleared, a wall of rainbow light and sound rolled across her position, the shockwave buffeting her. She clawed at the air, riding the wave, seeking the relative safety of the upper airs.

As she recovered her equilibrium, Gilda saw an expanding ring of rainbow light rippling across the battlefield, and knew it could be only one thing: the legendary sonic rainboom. She did it! she thought, beak agape. Rainbow Dash. She's the only one who could possibly have done such a thing.

And, Gilda had to admit, it was pretty awesome.

Far below, the diamond dogs staggered under the force of the pegasus-generated gale, while the sturdier earth ponies retreated, step by careful step. A quick glance showed Gilda that it wouldn't be enough to save them, but it had still been a remarkable feat. A thought occurred to her, and she scanned the sky for a certain blue pegasus. Breaking the sound barrier had to have exacted a toll on Dash; with luck Gilda could capture her and keep her safe for the rest of the battle. With her best effort in vain, Dash would have to admit that –

A second sonic rainboom exploded into being.

This time Gilda saw it coming in time to ride the shockwave instead of being flung wildly about by it. Where did that come from? she thought wildly. Not even Dash could perform two sonic rainbooms that fast, could she? But if not Dash, then who?

Tracing upwards from the detonation point, Gilda's keen eyes spotted a small blue pegasus, trailing rainbow as she climbed higher and higher. It was Dash! Somehow, she had pulled off the impossible again. How? And why was she wasting such spectacular efforts on a bunch of ground-crawling dweebs? Surely, even Dash had to realize that it was a waste of time; even two rainbooms weren't going to save the earth ponies.

Gilda spiraled higher, angling towards Dash. Maybe she could talk to her, admit how awesome that had been. Maybe Dash would see reason. It was worth a shot; after all, Dash had to be completely exhausted after . . .

Reaching the peak of her climb, the blue pegasus circled once, then dove again.

Gilda goggled. It wasn't possible! That idiotic pony couldn't seriously be trying for another rainboom! Even from this distance she could see the weakness of Dash's wingbeat, the wobble in her glide. She was going to kill herself. Couldn't she understand that those earth ponies weren't worth it?

Dash streaked towards the ground, trailing rainbow, flying faster and faster. She's going to kill herself, Gilda thought stupidly. She's going to kill herself. There's no way she can stop herself in time; she's just going to crash into the ground.

Dash's form blurred with the speed, her legs stretched out ahead and behind, her wings invisible. Gilda wanted to turn away, did not want to witness her friend's gruesome death, but she was paralyzed with shock and disbelief.

Scant yards above the advancing mass of dogs, beyond all possibility, Rainbow Dash veered skyward in a flurry of blue feathers.

And below her, a third sonic rainboom erupted into being.

Dogs tumbled. Earth ponies galloped westwards, free and making the most of it. Griffins and pegasi, battered by the wind and repeated, concussive shockwaves, broke away from each other and concentrated on maintaining stability. And Gilda hovered, stunned.

Dash soared, borne upwards by the shockwave, wings barely moving. She slowed, appearing to be floating, and Gilda saw that her wings were stiff and ragged, half the feathers blown away. Her legs dangled uselessly; her mane and tail fluttered in the wind.

Then, like an autumn leaf, Dash fell.

Suddenly, nothing else mattered.

Gilda threw herself into a steep dive, wings pumping furiously. Dash needed her. The pegasus was limp, unconscious, and only her poor, tattered wings – locked in an outstretched position – slowed her descent even slightly.

Wind screamed through Gilda's feathers as she dove, forcing herself faster and faster, tail streaming out behind her. The battle, Fallax Equa, the impossibility of what she had just witnessed: all faded from her mind.

Dash needed her.

She was gaining rapidly, but the exhausted pegasus was still falling. It was going to be close. If Gilda could reach her in time – get a claw on her trailing tail –

Her keen flier's instincts warned her that she was approaching a point beyond which she might nor safely recover. To dive too close to the ground, at such great speed, was to invite injury in the form of wrenched wings and strained muscles at the very least.

Gilda flashed past that point without slowing in the slightest.

Dash needed her.

Wings beating like a hurricane, the griffin extended a foreclaw and snagged a hank of rainbow tail. Got you! she thought triumphantly, and with a jerk she yanked Dash's limp form into her arms. Grasping the pegasus with both foreclaws, she spread her wings as wide as she could, trying desperately to break their plunge.

The wind howled, and Gilda uttered a shriek of pain as one of her wings snapped in that inexorable force. Tears filling her eyes, she fought to hold her unbroken wing straight, spiraling wildly, bleeding off speed. The ground rushed up at her, and she knew it was hopeless. Cradling the unconscious pegasus against her body, Gilda wrapped herself around her friend as best she could.

Sorry, Dash.

They struck the earth together.

Her saddlebags were almost empty of supplies, but Fluttershy couldn't make herself stop searching for wounded. As the line of battle had surged back and forth she had found herself ranging farther afield, seeking out fallen pegasi – and the occasional griffin – that were in need of her help. She was dimly aware of the larger events of the battle – the sonic rainbooms, and the charge of the Crimson and Russet Companies – but she refused to allow them to intrude onto her consciousness.

She had a task to perform, and she was not going to be swayed.

Ahead, she saw a griffin lying in a crumpled heap, wrapped around something blue. A closer look revealed it to be a pony, a blue pegasus with a rainbow tail –

Fluttershy was pulling the griffin's legs away with no conscious awareness of having crossed the intervening distance. A glance showed her that the poor thing was dead, both wings shattered, its head at a bizarre angle. The pony, however – Rainbow Dash – might still be alive. Scarcely daring to breathe, Fluttershy laid a gentle hoof against Dash's neck and felt for a pulse.

It was there, weak but definite: Dash was still alive. Fluttershy let out a breath she hadn't known she was holding. I can't cry, she told herself sternly. I have to help Dashie. I can cry later.

The griffin was holding Dash in its four legs, almost wrapped around her. Fluttershy guessed that they must have been fighting, but it looked as if the griffin had been trying to protect Dash. Certainly, if the griffin had not borne the brunt of the impact, Dash could never have survived.

“Whoever you are,” Fluttershy said softly as she carefully straightened the griffin's legs, “thank you for saving my friend.”

Cautiously, she slid Dash free from the griffin's embrace, wincing as her friend's wings came into view. Dash's body was bruised and scratched, but her wings . . . half the feathers were gone, and the flesh between was raw and swollen. The muscles of her back were blue-black and inflamed from overexertion, and a large, bloody gash disfigured one. Fluttershy had tended many injured birds, and she was not at all sure whether Rainbow would ever be able to fly again.

A sound from behind made her turn: a heavy footstep, followed by a wheezing gasp. Lumbering towards her, having crawled up from Celestia knew where, was one of the diamond dogs. The creature was huge, twice as tall as Fluttershy could make herself even by rearing up. Its face was half-covered with blood and it walked with a limp, but this only made it more terrifying to the yellow pegasus. Bloodshot eyes fixed on her, and it raised bloody claws.

Fluttershy froze, too frightened to even squeak, her wings clamped tightly to her sides. The dog's mouth sagged in a feral grin as it advanced, realizing that she was no warrior. Oh no! Fluttershy thought frantically. Somepony, help me! Applejack, Twilight, Rainbow Dash –

Rainbow Dash.

Fluttershy threw herself between the dog and her unconscious friend. “Stay away from her!” she shrilled. The dog paused, looking perplexed.

“I mean it!” Fluttershy insisted at the top of her small voice. “Don't you hurt her! Don't you dare!”

The dog grunted, then took another step. Fluttershy braced herself, knowing the creature could squash her easily with one blow of its massive paw. But if I move, it'll get Dash!

She held firm, glaring at the dog. It took another step, bringing her almost in reach of its long arms. Fluttershy spread her wings defiantly. This is going to hurt, she thought. But maybe . . . maybe it'll stop with me? Dash isn't even moving; maybe it won't bother her?

The dog reared back, preparing to crush or slash this strangely obstinate little pony. Fluttershy gritted her teeth, unable to look away.

She had an excellent view as a griffin, with a screech of fury, crashed headlong into the dog from one side.

She stared in disbelief as griffin and dog went tumbling across the ground, snarling and yelping and screeching. Already wounded, the dog found itself badly outmatched despite its larger size. In seconds its attacks turned to frantic attempts to escape, but it was too late. The griffin tore into it in a savage rush, and the dog gave a strangled yelp and lay still.

Blinking, Fluttershy suddenly became aware that she was not alone: three other griffins had landed a few yards away. Strangely, they were ignoring the one-sided battle and watching her instead with intense, predatory gazes. One, she noticed absently, had a bundle of cloth and sticks strapped to its back.

“No!” she shrieked, causing the griffins to jerk away from the sound. “You're not going to hurt her either!” Fluttershy placed herself directly between Dash and the griffins, wings spread, hooves wide apart.

The griffins regarded the panting, wild-eyed pegasus with something between shock and amusement. One, who seemed to be the leader, nodded briefly to the others, then turned back to Fluttershy and took a step forward.

“Healer,” he said in a surprisingly gentle tone of voice, “you have nothing to fear from the Red Feathers.”

Fluttershy blinked, surprised, but did not change her posture.

“And neither does your valiant friend,” the griffin continued. “Rarely have we seen such courage. The Princess gave her life to save your friend, and we honor that.”

The griffin with the bundle on its back was busily undoing it, producing several long, straight sticks and some sheets of cloth. The one that had killed the dog was strolling casually back, and the other two moved closer to Fluttershy and Dash.

“You're not going to hurt her?” Fluttershy said, half-disbelieving. “Even though you were fighting?”

“Had we met in the sky, things would have gone differently,” said a second griffin, this one with reddish-brown crest-feathers. “But here? No.” He cocked his head to one side, staring at Fluttershy out of one piercing, yellow eyes. “And we honor courage, even in unlikely places.”

Fluttershy shivered, watching carefully but not interfering as the griffins collected their princess's body. They laid it on a stretcher, made from the sticks and cloth the fourth griffin had been carrying, and two of the griffins took the stretcher's ends and lifted off with a furious flapping of wings. The remaining two, the leader and his red-crested companion, regarded Fluttershy in silence.

“Um . . .” the yellow pony said hesitantly, noticing that the griffins had assembled two stretchers, and that one was still lying nearby. “If you don't mind . . . if you don't need that stretcher . . . could I use it? I promise to bring it back, but I really need to get my friend back to safety. And you did say you wouldn't hurt her.”

The griffins exchanged a glance, then carried the stretcher over and laid it beside Rainbow Dash. Working quickly but gently, they lifted the unconscious pegasus onto the stretcher and lashed a few straps over her to keep her secure. As Fluttershy moved forward, intending to take one end of the litter and drag Dash homeward, the griffins positioned themselves at either end of the stretcher and grasped the sticks in their foreclaws.

“If you will grant us safe passage, healer,” said the lead griffin, “it will be our honor to convey this warrior back to her people.”

“You – you will? You'll help me get her back! Oh, thank you!” squeaked Fluttershy excitedly. “Of course you'll be safe! Just follow me; I'll make sure everypony knows that you're helping. Thank you; thank you!”

Still chattering gratefully, she lifted off and made for Twilight and the army, with two griffins ferrying Rainbow Dash behind her.

Strategies

Of all the sights she had seen that day, Twilight Sparkle decided, the vision of Fluttershy leading a pair of griffins bearing a wounded Rainbow Dash to the pony encampment was by far the strangest. Despite the yellow pegasus's insistence that the griffins were friendly, they were watched with manic intensity by all the nearby ponies, and the injured Dash was quickly bundled away to one of the healers' wagons.

Twilight was intent on speaking with the griffins – here was a golden opportunity to learn at least something about their adversaries – but the raptorian creatures did not linger. Spreading their wings, they performed what looked like a bow or a salute in the direction of the ponies, then took to the air. Despite some misgivings, Twilight gestured for the pegasi to let them depart unmolested; after all, they had risked much to return Rainbow Dash, and Twilight could not in good conscience repay that with an unprovoked assault.

She wondered briefly whether that made her a good leader or a bad one.

The defenders of Ponyville were not in good spirits. The day had ended in defeat, if a less crushing one than might have been, and it was a weary and dispirited army that marched now. McIntosh had decided that the hillside was untenable as a defensive position, and at his advice, Twilight had given the orders.

They were withdrawing to a position some ten miles away, halfway between Ponyville and what was already being called the Battle of the Fields, where a bend of the Horseshoe River cut through the farmland. A narrow band of land between the river and the Everfree Forest, perhaps half a mile wide, was to be their next point of defense. Although there were a few scattered, outlying farms beyond that point, it was there that the orchards began.

The area they had chosen to defend was, in fact, the site of an orchard belonging to an earth pony family named Stock. The Stocks managed about twenty acres of apple trees, but had packed their family up and headed to Ponyville when the news spread.

I hope they have something to return to, Twilight thought grimly. She was surveying the area with Applejack at her side, taking a few precious moments to gather her thoughts. The orange earth pony leaned against a tree to take the weight off her right foreleg, which had been badly bruised in the battle.

“Acting Mayor Sparkle?”

Twilight turned to the speaker: Silver Gleam, the commander of the unicorn forces. “Yes, Silver?”

“I have the report on the casualties you requested,” the gray unicorn said. Flipping a hank of slate-blue hair out of his eyes, he levitated a scrap of parchment. “We lost fifteen earth ponies, mostly from Yellow, Green and Black Companies, including Lieutenant Oak Hoof. Another twenty-seven are seriously wounded. Counting Lieutenant Applejack here, fifty-four are wounded less seriously . . . this, by the way, excludes anypony with minor cuts or bruises but still combat-capable.”

Twilight nodded.

“Crimson and Russet Companies were largely untouched, with only a few minor injuries reported. Of the pegasus ponies, we've lost six, with another fifteen unable to fly . . . including Lieutenant Dash. I might add that nearly half of those fifteen owe their lives to a healer named Fluttershy. Acting Lieutenant Cloud Kicker has taken over for the duration.”

Silver Gleam paused as Twilight closed her eyes. Don't think about it, she told herself firmly. Just absorb the information and use it. Aloud, she said “Continue, Lieutenant.”

“Of course. That leaves the unicorns.” He cleared his throat. “Ah . . . we have five unicorns missing and confirmed dead, and another twelve seriously injured.” He hesitated.

“G'won, spit it out,” Applejack called impatiently. Silver ducked his head, embarrassed.

“Of course. We have . . . lost one unit of unicorns, though they are not confirmed dead. However, I have several eyewitnesses who reported diamond dogs carrying away live ponies.”

Twilight stared. “They're taking prisoners?”

“So it would appear,” he said.

Twilight and Applejack exchanged horrified glances. “That ain't good,” the earth pony said bluntly.

“I'll say it's not,” agreed Twilight. “Didn't you say something about unicorns before? When you escaped from the diamond dogs, and you saw the . . .”

“The bodies,” Applejack agreed. “Yep. There weren't no unicorns there, an' Ah know at least a couple of 'em were killed.”

Silver Gleam glanced back and forth between the two mares. “But . . . if they are taking prisoners, why just unicorns?”

“The only thing I can think of,” said Twilight slowly, eyes focused somewhere else, “is that unicorn have magic. And – Applejack, you said that Fallax Equa is Trixie, but . . . changed?”

Applejack nodded. “She's bigger an' taller,” she agreed immediately. “Her coat's darker, and her eyes went all freaky-like when she got mad.”

“So if Fallax Equa is this Trixie,” put in Silver Gleam, “and she's changed physically since the last time you saw her . . . and she's abducting unicorns . . . where does that leave us?”

The three ponies exchanged blank glances. After a moment, Twilight shook her head.

“We just don't have enough information to guess,” she said tiredly. “Is that all, Silver?”

“I suppose so,” the unicorn said dejectedly. “On a more personal note, I would like to apologize for the unicorn forces' lack of impact. It seems I radically overestimated their prowess.”

“That's not your fault,” Twilight said kindly. “None of us but McIntosh have any real experience at this.”

“Unfortunately, only a dozen or so show any real talent for battle-magic,” Silver continued. “Nopony around here has ever used their magic for anything but mundane tasks, and they just don't have the instinct for it. And the ones that do, sad to say, lack the raw power to use it effectively.”

“Too bad there isn't some way to combine their power,” Twilight commented.

Silver Gleam stared at her. “That's brilliant.”

“What?”

“Combining their power. I don't know why I never thought of it before! I have one hundred and seventy-three unicorns . . . if fourteen of them have useful battle-magic, that means each one can have a support corps of, let's see . . . eleven, with five left over . . . I can assign them to . . .”

He wandered away, still muttering to himself. Twilight watched him go with a sigh.

“Celestia,” she said in a tired tone of voice. “We've lost an entire company.”

“Ah beg your pardon?”

She looked up at Applejack. “The earth ponies. We're down a full twenty percent of our earth pony forces.”

Applejack frowned. “Ah know Ah ain't all that good with fancy mathematics,” she allowed, “but how do y'all got that figured?”

“You heard Silver. Fifteen dead, eighty-one wounded. Including you,” she added, pointing towards Applejack's injured leg.

To her surprise, the farm pony burst out laughing. “Ah keep forgettin',” she chuckled, “that you ain't never lived around earth ponies afore y'all came to Ponyville.”

“What does that have to do with anything?”

“Twilight, let me tell y'all something. Unicorns have magic, and pegasus ponies have wings. Do y'all know what earth ponies have?”

“I know you can grow food, but –”

“Earth ponies are tough,” Applejack said emphatically. “This here leg's gonna be good as new by tomorrow mornin'. And those, how many, fifty-four Silver said were lightly wounded? If less'n fifty of them are ready for a fight come mornin', Ah'm a zebra. We heal fast, filly, and we're hard to keep down.”

“Are – are you sure about this?”

“Would Ah lie to you?”

Twilight's head spun. That means . . . if I keep Crimson and Russet at full strength, the other three companies can go to about eighty-five ponies each . . . under-strength, but not crippled . . . and that means . . .

Her head snapped up. “Thank you, Applejack,” she said.

“T'ain't no problem, Miss Actin' Mayor.”

“Now, “ Twilight added, catching sight of a familiar red figure some distance away, “I have something else I need to deal with.”

“You never expected us to win that battle, did you?”

Twilight eyed McIntosh sharply. They were some distance away from the main camp, beneath a massive, spreading apple tree: as private a place as they were likely to find.

“Eenope.”

“Then do you care to explain to your 'leader' exactly why we fought it?”

McIntosh turned his head, holding the fuming unicorn's gaze for a moment. “Ah've fought in battle before, Miss Twilight. Y'all an' Applejack an' your friends have fought monsters an' all. Y'all have at least some idea of what fightin' is like.”

He indicated the ponies with a toss of his head. “They don't. They ain't never been in nothing worse than a few scuffles as foals. Fightin's a terrible thing, an' there ain't no way to prepare for it 'cept by doin' it.”

“So . . .” Twilight pondered his words. “You deliberately sent them into a battle they couldn't win, to give them some experience? That seems awfully harsh.”

McIntosh nodded. “War is hell,” he said succinctly. “You have to kill, an' that's harder than anypony who ain't done it can understand. You have to be ready to die, any time, for no reason at all. An' you have to watch your friends die, known' you can't do nothin' to save them.”

Twilight said nothing.

“Ah did the best Ah could to give our side a fightin' chance,” McIntosh continued. “And the best Ah could do was to give them a taste of real fightin' in the most controlled situation Ah could find. Ah didn't expect those dog reinforcements. Ah also didn't expect our side to hold together as well as they did.

“But now they know what fightin' is like. If they were goin' to break, they'd have done it then. Now you an' Ah can make real plans to defend Ponyville.”

Twilight was silent for a time. McIntosh stood patiently as she pondered, eyes half-lidded as though utterly at peace. Finally the purple unicorn heaved a sigh and looked up at him.

“I don't like it,” she told him frankly, “but I trust your judgment in this more than my own. So. Now that we have a . . . battle-hardened force, what do we do with them?”

McIntosh surveyed the land around them: the orchards, the patchwork farms, the rolling hills. “We earth ponies have lived here for near a hundred years,” he said. “We know this land. They don't. We're goin' to use that.”

Well, that was close to a complete disaster.

Sigmund folded his wings and regarded the army of Fallax Equa. Beside him, Klaus preened his feathers with apparent unconcern, but the Wingleader of the Red Feathers was not deceived: little escaped Klaus's notice.

The two griffins were perched on the hillside that had been lately occupied by the defending ponies: a pointless gesture, perhaps, but a token of victory nonetheless. Below them, spreading out in a disorganized mass, was the army of diamond dogs, the mysterious bank of mist that held together in defiance of all nature, and their erstwhile mistress, the dark pony Fallax Equa.

Sigmund suppressed a shudder at the thought of the mare. There was something unnatural about her, about her eerie, venomous stare, about her mannerisms. She would often react to sounds no one else heard, or stand in an attitude of listening, with no one nearby. She was larger, too, than any pony he had ever met, standing almost a head taller than the griffins

And what she had done with those unicorns . . . it did not bear considering. Sigmund was a warrior born, and had no qualms about dealing out death to the enemy, but that had been quite simply horrible. He blessed the stars that he had not witnessed the actual slaying; seeing those . . . husks that had been left behind was more than enough. Even the diamond dogs seemed unnerved.

Rumor held that she did it to fuel her magic, preying on the unicorns like some sort of vampire. Sigmund half believed it. Certainly Fallax Equa commanded powerful magic, and that power had to come from somewhere.

He cast a glance skyward, towards the dead-gray cloud that enveloped Ponyville and the land around it in an immense dome, changing daylight into an eerie dusk and night into a smothering, dead-black gloom. Fallax Equa had declared that it would protect the invaders from detection by the Royal Sisters, Celestia and Luna, and it was on this that all their hopes hung.

Sigmund was well aware that either of the legendary alicorns could wipe out their entire force with little effort, but their hope was to present the Princesses with a fait accompli – with Ponyville conquered and the inhabitants in the power of the griffins and dogs, the Sisters would be unable to unleash their full power. Sigmund suspected that King Aquila intended to bargain, trading the lives of the surviving ponies for permanent ownership of Ponyville and its environs. Such an arrangement would severely weaken the Princesses in the eyes of the nobility – at least, by griffin logic – while reinforcing Aquila as a powerful and dangerous monarch. It was a gamble, but the ponies – plant-eaters, all – were much softer-natured than the griffins. Weaker.

At least, so Sigmund had always believed. After the events of the day, he was no longer so certain.

The invasion was supposed to be easy. An army – well, a mob, really – of diamond dogs to clog up the battlefield, allowing the griffins to concentrate on their aerial supremacy. After breaking the pegasus defense, they would engage in dive-bomb attacks on the ground-bound ponies until their enemies surrendered. Outnumbered, outmatched, and unsuited by nature to warfare, the farmers and townsponies should have folded quickly. A few deaths, a minimal number of serious injuries, and then an enormous number of cowed and peaceable prisoners. So Fallax Equa had assured them.

That was not precisely what had occurred.

The first surprise had been the mere fact that the ponies had taken the battle to them. Sigmund supposed he should have expected it, after the diamond dogs had failed to hold Fallax Equa's special prisoner for even a full day. His Red Feathers had reported a number of pegasus ponies observing them from a distance, but Sigmund had not imagined they could be scouting in the military sense.

That was a mistake, he acknowledged. And not my last.

The appearance of the army – an actual army, not merely a rag-tag rabble of stallions – had caught the Red Feathers shamefully off-guard. Even so, weight of numbers and the griffins' superior fighting skill should have carried the day.

Should have.

But the ponies, Sigmund mused, simply would not quit. What the pegasi had lacked in training, strength, and natural armaments, they made up for in speed, agility, and raw, unflinching courage. Sigmund had seen pastel ponies with flowers on their flanks striking down his elite warriors like berserkers. He had seen pegasi, wing-crippled or horribly slashed, drag their slayers out of the sky with them through grim determination. He had seen ponies meet griffins with fury and courage that any Red Feather could appreciate.

But that was not what impressed him the most.

He had seen that blue pegasus with the rainbow hair rallying her troops time and again, always diving into the hottest part of the fray as though she had a death wish. He had seen her taken on Red Feather veterans with years of experience, and make them look like hatchlings. And finally, when her best efforts were not enough, when there was no way the ponies could possibly carry the day . . . he had seen her change the rules.

She saw that victory was impossible, so she upended the game board.

He had heard rumors of the so-called “sonic rainboom,” and had always dismissed them as pony tales out of Equestria. But that was no pony tale. That . . . was devastating.

And yet, that was still not what had impressed him the most.

No, that was a small, yellow pegasus who – despite being a noncombatant, despite being scared out of her mind, despite being a few hundred yards away from literally thousands of enemies who would kill her in a heartbeat – had made it her mission to heal the injured.

Sigmund glanced again at the neat dressing on Klaus's left foreleg. The injured of both sides, regardless of the peril. That took a very special kind of courage.

And she had demonstrated another kind, as well, when she faced down first a diamond dog, and then Sigmund himself and three of his Wingbrothers over the body of her fallen captain. She had expected no mercy, she had known she was virtually defenseless, and yet she had defied them all.

No griffin could be unmoved by such courage. Sigmund thought he was beginning to understand how Princess Gilda had called one of these ponies “friend” for so many years.

And the Princess had proved that friendship, too.

Sigmund came out of his reverie to find Klaus eyeing him with an unreadable expression. “What are you thinking, Wingleader?”

“That these ponies are more than we expected,” Sigmund said. “That that dark mare we follow has many secrets. That we have lost Aquila's daughter in our first engagement.”

Klaus blinked. “She was far from his favorite child.”

“Yet she was a Goldfeather, and she gave her life to save an enemy.”

Klaus nodded shortly. “Unexpected.”

“Many unexpected things have occurred this day, old friend.” With a sigh, Sigmund got to his feet. “I think it is time we had another talk with our glorious leader.”

The diamond dogs were rushing about, as frantic as an anthill stirred with a stick, but nowhere near as coordinated. Some were busy dragging the dead away to a mass grave; others carried wounded dogs to where their healers – such as they were – worked. The griffins had already attended to their own wounded, unwilling to leave them to the clumsy paws of the dogs, and all that could be saved were recuperating in the center of the griffins' encampment.

The block of mist still stood in the center of the camp like a monolith, stirring sluggishly but still maintaining its form. Sigmund eyed it. She must be holding it together with magic, for whatever reason. What's inside it? Why doesn't she share that knowledge with her “trusted allies?”

He walked through the bustling camp, Klaus limping painfully at his side. Sigmund deliberately set a slow pace, and would have flown the short distance instead of walking, but he knew Klaus would view this as a concession to his own weakness. That would be an insult worse than any pain to the injured warrior, so Sigmund compromised as much as he was able and pretended not to hear the pained gasps and muttered oaths as Klaus made his way.

They were joined by other griffins, as they took note of the Wingleader's progress and deduced its meaning. In short order, a half-dozen griffins were making their slow, deliberate way toward the center of camp: the surviving leadership of the Red Feathers, those who followed Sigmund on this perilous venture. The diamond dogs quickly gave way before this assemblage of raptorian ferocity.

It seemed that the canine army was preparing to pursue the ponies, but Sigmund doubted they could make much progress before the end of the day. The dogs were not built for overland travel, while the ponies were. Moreover, the ponies – as had been shown in no uncertain terms – were herd creatures. They could and would work together in a coordinated fashion, something the brutish dogs seemed to have only a rudimentary grasp of.

Picking their way through the dogs, the griffins came eventually to the large, gray tent that was the headquarters of Fallax Equa. The unicorn herself was standing before the tent, delivering instructions to a pack of diamond dogs. By their decorations – vests, collars, and other gem-studded accessories – Sigmund guessed them to be the leadership of the canines.

“. . . And we will not tolerate a duplication of this miserable showing,” the pony was declaring to the cowed dogs. “Yes, there was fighting. Yes, dogs have died. This is war. Our enemies are farmers and townsponies, and we expected better from the mighty diamond dogs. When next we clash, the ponies will be overwhelmed, is that understood? We will deploy our secret weapon against them, and you dogs will show your mettle. You wish slaves and gems and an easy life? Then earn them.”

That seemed to be a dismissal, for the dogs all nodded or bowed to their leader, then scattered. Fallax Equa turned to regard the griffins, and Sigmund was struck by how much she had changed from the mysterious pony who had first sought out King Aquila and promised him a portion of Equestria, and a chance to strike out at the all-powerful Sisters.

She stood taller now, having grown physically if that was possible. Her coat, originally a charcoal-blue, had darkened to near black, with only a hint of its former blue coloration to be seen. Her mane and tail, once slatey blue, had done the opposite: they gray had faded, leaving them a darker blue than before. Her horn seemed sharper, her legs longer, and her armor – Sigmund would have sworn that it had expanded to cover more of her body. The black metal plates now covered her chest and sides, and the helmet left only her face exposed, with a small hole through which her horn protruded. Elaborate metal shoes covered her hooves and extended up past her hocks.

But the most dramatic change was her eyes. Sigmund was certain that, when he had first encountered Fallax Equa, her eyes had been a grayish magenta. Her gaze had been intense, but no more so than any griffins; her eyes had looked like any other pony's.

But now . . .

Now those eyes were a vivid turquoise, angled like a dragon's eyes, with the vertical pupils of a reptile. Her gaze was piercing, as though she was looking into your very soul, and Sigmund repressed a shudder as those uncanny eyes transfixed him.

Sigmund offered her a quick bob of the head, which the other griffins duplicated immediately. “General,” he said politely.

“Yes?”

“On behalf of the Red Feathers, I request an explanation.” With an effort of will he held that eerie gaze. “We have followed you in good faith, we have made war on the ponies at your command. We were promised an easy conquest. We found a determined enemy with unexpected skill and courage.”

The other griffins were silent as Sigmund spoke.

“We are warriors. We are no strangers to battle and death, but we were assured that these ponies were soft, peaceable, and weak-willed. We were not given to expect . . . what we faced.

“This day we have lost nearly thirty griffins, in a battle we had no reason to anticipate, against forces we could not hope to counter. Another dozen are wounded so severely they are unable to fight. Among the fallen is our leader, our princess, Gilda Goldfeather.

“We request an explanation,” the Wingleader repeated. “Why are we here? Where is this easy victory you promised us? What is here that is worth our Princess's life?”

The other Red Feathers made sounds of agreement, wings rustling. Only Klaus held his beak. Fallax Equa regarded them, her expression unreadable.

“Is this,” she said after several long moments had passed, “the vaunted courage of the Red Feathers?”

Sigmund's head jerked back as if he had been slapped.

“I expected such attitudes from the dogs,” she continued in a calm, reasonable voice. “After all, they are . . . undisciplined. But this is war. There will be death on both sides. I would expect warriors of a race of warriors to understand this.

“Your princess chose to fight for her country. She died in battle. Are you going to make her sacrifice meaningless? Are you going to let her die at the hooves of these ponies and simply turn and flee? Is this the honor, the fighting spirit, of the Red Feathers of Griffonica?”

This drew some angry muttering as griffins flexed their wings or scratched at the ground with their claws. “We are no cowards!” muttered someone. Sigmund felt rage creeping through his mind.

Fallax Equa glared at the griffins. “Or are you going to take that death, the pain and rage it brings you, and use it? Use it to take vengeance on those who slew Princess Gilda. Use it to show yourselves worthy of her sacrifice. Use it to take this land in her name! Use it to show those grass-eaters what it means to take the life of a griffin princess!”

Feathers bristled. One of the Red Feathers let loose an incoherent battle-cry. Fallax Equa reared to her full height.

“Prepare yourselves, then! Tomorrow, we fight. Tomorrow we redeem our honor. Tomorrow we take this land for Princess Gilda!”

The Red Feathers erupted in cheers.

The Battle of the Farms

It was a dismal dawn.

Under the sinister cloud-cover, a faint brightening of the dull gray sky was the only way to tell day from night. The night had been gloomy, pitch black without moon or stars. Despite this, the leadership of the defenses – primarily Twilight, McIntosh, Silver Gleam and Cloud Kicker – had worked through the night, along with a handful of dedicated unicorns and tireless pegasi, the latter of whom had ferried messages and individuals to and from Ponyville as needed. They had also brought back a few new additions, which Twilight and McIntosh had hastily incorporated into the battle plans.

As the gloom brightened – as much as it was likely to do so – the ponies took their positions. At a spot halfway between the Stocks' farm and the orchard of another family was a broad hillside, terraced with what had been gardens. Two hundred earth ponies – Crimson and Russet companies, both at full strength – had churned them to muck in short order, and now stood in ordered ranks just beyond the edge of the forest that marked the beginning of the Stock farm. Here, McIntosh had decided, the ponies would have open space in which to maneuver, while the diamond dogs – larger, more numerous, and less disciplined – would have their ragged formations broken and their movement hindered by the trees.

True to Applejack's predictions, fifty-two of the fifty-four earth ponies on the “lightly injured” list were fit for combat by morning, which brought the remaining three companies up to a respectable strength. They had been broken up into a score of units and scattered through the woods on either side, well ahead of the earth pony line – some on the riverbank, and some under the very eaves of the Everfree Forest. Their task was to remain hidden until the enemy made contact, then engage in hit-and-run assaults on the dogs flanks. The ponies were faster and more familiar with the terrain, and it was hoped that they could harass the dogs with relative impunity.

The pegasi under Acting Lieutenant Cloud Kicker had learned a bitter lesson from their first clash with the griffins: namely, that they were evenly matched in the air. Since an even match would inevitably lead to the pegasi's defeat through weight of numbers, they had to seize any advantage available. Fortunately, they had found one, or so they hoped. Rather that attempt to maintain aerial supremacy, the pegasi – smaller, faster, and more agile than their opposites – were to remain at or below treetop level and focus their attention on harassing the dogs with dive-bombing attacks. This would force the griffins to descend among the apple trees in order to join the battle, where their larger wings and lesser maneuverability would hinder them.

No specific plans had been made for the unicorns as of yet. Their showing in the first battle had been underwhelming, and Silver Gleam had not yet reported back to Twilight on any new developments. Tentatively, she decided to position them behind Crimson and Russet Companies, where they could harass the dogs from relative safety.

“Greetings, my young friend Twilight! I am glad you are safe after the fight.”

Twilight turned, to see a cloaked, equine figure drawing a cart, a cart heaped with bottles, sacks, and less-identifiable things. The figure threw back its hood, revealing a mohawk, blue-green eyes, and distinctive black-and-white markings.

“Zecora!” Twilight hurried over as the zebra unhitched herself from her cart. “What are you doing here? Shouldn't you be in the Everfree, where it's safe? Well, safer than this, anyway.”

Zecora cocked her head and eyed Twilight. “You think Zecora should hide away while Ponyville faces battle this day?”

“Um . . . not to be rude, but you don't live in Ponyville. I mean –”

“I understand your meaning well,” the zebra interrupted. “Now hear what Zecora has to tell. When I first came her I was alone, but Ponyville is now my home. Ponies are fighting to remain free, and I will neither hide nor flee. This town has taken me to its heart, and Zecora is here to do her part.”

Twilight blinked, taken aback. “That's very generous of you,” she said. “Um . . . what exactly did you have in mind?”

“I have much knowledge and have walked many lands. Perhaps I can help with the battle plans.” Zecora gestured to her cartload of goods. “I come bearing poultices, salves and potions, to heal those hurt in this day's commotion. I also have certain exotic supplies, to give our foes an unpleasant surprise.”

Twilight looked over the small mountain of bottles, pouches and flasks. She didn't recognize any of them. She couldn't even read the labels; they were in Zecora's neat script, but all appeared to be some sort of zebra hieroglyphs.

“What do you need?” Twilight asked, deciding to leave the whole thing in Zecora's skilled hooves.

“Pegasus ponies – two dozen or so – and we will give those dogs a show.”

Twilight nodded and glanced about, spotting a blue pegasus mare with a yellow mane. “You – get me Lieutenant Cloud Kicker, quickly!”

The pegasus nodded and darted away. Seconds later, a lavender pegasus mare with a blonde mane and tail swooped in, coming to a neat landing before Twilight and Zecora.

“Lieutenant Cloud Kicker of Rainbow Company, reporting!” she snapped crisply.

“Cloud Kicker, I need – wait; Rainbow Company?” Twilight eyed the pegasus, only now noting the multicolored braid of ribbons she wore tied around her head.

Cloud Kicker nodded. “It seemed appropriate, after the events of yesterday.”

Twilight blinked and nodded. “I need two dozen volunteers from Rainbow Company for a special mission under Zecora, here.” She gestured to the zebra, who nodded.

“They must be fliers fast and strong, who will not get instructions wrong.”

Cloud Kicker's eyes narrowed. “What do you have in mind?”

Twilight regarded Silver Gleam, whose posture betrayed both pride and tightly-controlled excitement. Behind him stood a dozen unicorns, lead by Lyra. The mint-green unicorn was grinning excitedly.

“All right,” Twilight said. “Show me what you've got.”

“It was your suggestion that sparked the idea,” Silver Gleam said. “ 'A way to combine their power.' And there is one. It's a matter of two or more unicorns extending their arcanomorphic fields in such a way that –”

“Can we skip to the practical applications, please?”

“Oh, of course. In brief, we've figured out how one or more unicorns can lend their magical power to a single focal unicorn, who is then able to access that power as if it were their own.” He smiled tightly. “I have prepared a small demonstration.”

Twilight nodded. Silver Gleam turned and gestured across the field, to where a pair of barrels had been set up perhaps fifty yards away.

“First, I am going to ask Decanus Lyra to strike the barrel on the left with a lightning bolt, making the bolt as powerful as she can. She will be doing this alone, without any aid.” Twilight nodded again, and Silver turned to Lyra. “When you're ready.”

Lyra took a step forward, her gaze intense. She glared at the barrel for a long moment, her horn glowing. Then, with startling suddenness, a lightning bolt speared down from the sky, striking the barrel on the edge. The barrel toppled over, smoke trickling up from a large black scorch mark.

Twilight nodded. Silver held up a hoof.

“Now, I will ask Lyra to repeat her attack on the other barrel, but this time with the support of the rest of her unit.”

At his gesture the other unicorns formed a rough half-circle around Lyra, their horns glowing. Twilight felt the hair on her spine stand on end; eleven unicorns channeling magic together produced a considerable amount of raw magical energy. Lyra eyed the remaining barrel, her horn glowing with significantly greater intensity. Silver nodded.

“Do it.”

With an earsplitting boom, a monstrous lighting bolt tore down from the sky. The barrel exploded, sending shards of flaming wood and fragments of red-hot metal dozens of feet through the air. Small flames flickered in a ten-foot circle around the barrel . . . or rather, where the barrel had once been.

A dead silence had fallen in the area, broken almost immediately by dozens of ponies clamoring to know what was happening, whether they were under attack, what to do. Twilight ignored them as she dropped the force bubble she had reflexively erected around herself and Silver. “Well. That was impressive.”

Lyra grinned, hopping up and down with excitement. The others worse satisfied expressions, and Twilight noticed that none of them appeared particularly fatigued by the effort. She wondered how many such bolts this team of twelve could produce, and how quickly.

“Yes,” Twilight continued, the possibilities tumbling through her mind. “I think the enemy is going to have quite a surprise.”

The diamond dogs approached with little caution. The griffin scouts had determined the location of the Ponyville forces – though, wary of the pegasi, they had not been able to pinpoint them precisely. Still, between the curve of the Horseshoe River and the ominous bulk of the Everfree Forest, there was little choice as to their path, and little doubt as to where the ponies would try to stop them.

And they would try to stop them, Sigmund thought. He had no doubt of that at all.

The land ahead was forested – no, not forested. Orcharded. Although there were hedgerows and patches of woods, most of the trees were apple and other fruit-bearing varieties, growing in neat rows. This land had been farmed and tended by ponies for decades, if not longer.

They know the terrain. That's an advantage that can't be ignored.

The dogs were entering the orchards now, disappearing from griffin-sight beneath the canopies. As they did, Sigmund was struck by exactly how big some of those trees were. He revised his estimate up a few years; this orchard had to have been tended for more than half a century.

The griffins – two hundred and fifty of them a-wing – hovered over the main body of the canine army, ready to react when contact with the enemy was made. Behind them, in the rear ranks of the army itself, walked Fallax Equa, a respectful ring of open space around her. Behind her came the ominous block of mist, holding together in defiance of all logic and crawling across the ground. Sigmund could occasionally hear noises from within, but they were too faint to determine exactly what the mist contained. Some unpleasant surprise for the ponies, he guessed.

More dogs poured into the orchards. The bulk of the army had slowed to a crawl as the front ranks were forced to maneuver around trees instead of over open ground. The bank of mist, Sigmund noted, was still creeping forward, and dogs were pushing anxiously aside to get out of its way. He couldn't say he blamed them.

Time passed with agonizing slowness. The griffins circled, the dogs advanced, and the mountainous block of mist continued its slow crawl. Sigmund eyed the terrain ahead, trying to guess where the dogs would make contact with their enemies. Surely they haven't abandoned this land entirely? Not after yesterday.

Shouts and cries arose from the orchards, and the griffins flew forward. There, in a large clearing – a farm, actually – stood a great mass of ponies. They had set themselves up at the very edge of the orchard, forcing the dogs to fight from within the trees while the ponies had space to maneuver in the open. The noises from the tree-covered area indicated that there were more ponies there, as well.

“Form up! Sky Claws pattern!” bellowed Sigmund. The Red Feathers circled the battlefield once; then a flight of thirty peeled off and dove, streaking for the clearing and the ponies. They would engage in a series of dive-bombing runs, thirty griffins at a time; for the ponies, it would be a near-continuous attack, and one almost impossible to defend against. It was what they had planned to do from the beginning, after breaking the defense of the pegasi.

Wait; where are the pegasi? Sigmund had seen a scant few winged ponies, all scouts. He had anticipated another aerial battle, but the pegasus ponies had not materialized to give him one. Could they have broken and fled during the night?

No. If they followed that berserker Rainbow Dash, they're not going to panic now. They're up to something.

Sigmund took a moment to note that the main mass consisted entirely of earth ponies; behind them, against the farther treeline, stood several mixed clusters of ponies. A few of them seemed to consist entirely of unicorns. If they began harassing the Red Feathers, he might lose a few griffins this day, but the previous battle had showed unicorn magic to be woefully unsuited to combat.

The first flight of griffins swooped towards the embattled ponies: fifty, forty, thirty yards above them. It was a flawless demonstration of aerial grace, the sort of maneuver that made the Red Feathers the elites of King Aquila. Sigmund felt a fierce pride in his heart as he watched his warriors. Twenty yards . . .

And the sky opened up.

Lightning bolts – crackling columns the size of trees – erupted into being, tearing through the diving griffins, accompanied by deafening cracks of thunder. Two, three bolts, and the griffins were scattered and panicking, formation broken, flapping madly to get away. Another bolt speared downwards, somehow stopping a few yards above the massed ponies, and more griffins fell.

Sigmund closed his beak “Fall back!” he bellowed at the top of his voice, suiting action to words. Where in the name of the four winds had that come from? Had the ponies done it? If so, how? How could their magic have gotten so powerful, so quickly?

As the Red Feathers fell back, the survivors of the ill-fated dive clawed through the sky to join them. Sigmund saw about twenty survivors, but didn't have time for a more precise count. Ten? Did the ponies really just take down ten Red Feathers with a single attack? Even if, by some miracle, only a few had died, the griffins' plan was in ruins and the enemy had a dangerously effective weapons against them.

Screeches and cries came from below. A flight of pegasus ponies, fifty strong, had erupted from the trees and engaged the lower ranks of the griffins. Caught off-guard by the unexpected maneuver, several griffins fell before the ponies broke away and dove for the trees once more.

Several dozen griffins pursued them, disappearing beneath the leafy branches as Sigmund roared orders for the rest to hold back. They're up to something.

The sounds of battle intensified, followed quickly by another echoing crack of thunder as a lightning bolt rose out of the orchard to one side. More unicorns, Sigmund realized, hiding under the trees. The pegasi lured us in. They're smaller and faster . . . this battle favors them entirely too well.

“Red Feathers!” he called. “Higher! Circle! Do not engage!” He flapped heavily, gaining several dozen yards of altitude, and circled the battlefield. The bulk of the griffins followed, those below relaying the orders to the reckless griffins who had pursued the pegasi in among the trees.

Few of those reemerged.

“Ready!” hissed Sugarberry, her whole body tense. The white unicorn was concealed behind a particularly large tree, her pink mane tied back to keep it out of her face. Ten other unicorns – the rest of her team – lay hidden nearby. The noise of the approaching diamond dogs grew louder.

Sugarberry saw the earth ponies, similarly concealed, making small movements as they prepared themselves. The Decanus and her team were positioned behind a triple row of ponies from Yellow Company, in the hopes that this would shield them from the dogs and leave them free to exercise their magic. The mare suppressed a shiver; she had been utterly terrified during the previous days battle, and she felt no better about it today.

But she couldn't leave. She just couldn't.

Now the diamond dogs became visible, far to her left: a gray-brown mass of bodies shambling through the orchard. They moved with what Sugarberry thought was an appalling lack of discipline, glancing about only casually. Of course, she mused, it's not like we have that much more training.

The dogs advanced, oblivious to the ponies concealed around them. Pegasi hid in the trees, and the earth ponies had proven amazingly creative when it came to finding hiding place, smearing themselves with mud and dye, and in some cases actually burying themselves under loose earth and leaves.

Seconds dragged by like hours as the dogs continued on. Sugarberry felt the beginnings of a tension headache and forced herself to ignore it. As bad as this is, it's going to get worse . . . a lot worse . . .

Suddenly, shouts and growls and whinnies broke out. The dogs were surging forward, and the earth ponies broke cover and charged, crashing headlong into the dogs' flanks. Cries rent the air, as ponies and dogs met and clashed; claws tore skin, hooves crushed ribs, and blood spattered on apple trees.

“Channel!” Sugarberry shouted, reaching out to her team. Streams of power flowed into her, the raw magic of the other unicorns, hers to wield. She had no interest in battle-magic, she had never had any desire to hurt anyone, but by some quirk of fate she had grasped the nuances of this particular magical exercise almost immediately. As a result, Lieutenant Silver Gleam had put her in charge of this team.

She gritted her teeth and wove magic as the gray unicorn had taught her, pouring it into the spell – far more power than she could ever employ on her own. She picked a spot in the middle of the mass of dogs, well clear of the earth ponies, and released the spell. Lighting crashed down, tearing branches from a nearby apple tree, and exploded into the dogs; several were hurled to the ground, scorched and stunned.

Sugarberry did it again, and again. The lightning was naturally attracted to the trees, as the tallest points in the area, and the unicorn had to wrench it aside with sheer brute force and hurl it at the dogs instead. She picked her targets carefully, avoiding the edges of the fray where dogs and ponies clashed. Pegasi darted this way and that, attacking the dogs from above, trying to stay clear of their flailing arms, and occasionally pursued by a maddened griffin. Whenever one of the bird-folk appeared the pegasi swarmed it, striking mercilessly with their hooves. Here and there a pegasus was caught and dragged down to a grisly end, but Sugarberry could not think about that, could not take the time to feel grief or sympathy or anything but fear and grim determination.

The lines of battle surged back and forth as the earth ponies drove into the canine ranks, then fell back from the dogs' superior numbers. Sugarberry and her team were in constant motion, trying to keep the burlier earth ponies between themselves and the enemy, reaching past them to strike at the dogs. At one point there was a terrible shriek, and one of the flows of magic cut off. Turning, Sugarberry saw a dog mauling Diamond Mint, having somehow slipped past the earth ponies. The green-blue mare's coat was covered with blood; caught off-guard, she had had no chance to defend herself. Infuriated and terrified, Sugarberry struck the dog with a punishing bolt, charring its gray coat and blowing it clean off its feet.

The wounded unicorn tried to struggle to her feet, but it was hopeless. Diamond Mint died seconds later, her eyes filled with pain and confusion.

The battle dragged on, and Sugarberry lost track of how many times she hurled magic against the dogs, how many times she saw dogs or ponies or griffins die before her eyes, crushed or slashed or charred by her own magic. She felt herself growing numb, as though this were merely an endless exercise, something she must repeat forever. Channel power, shape magic, pick a target, release. There was pain and horror everywhere, and she . . . she was just one more part of it.

And then the tenor of the battle changed.

Sugarberry was turning wearily to aim another bolt, her horn aching, when she caught sight of an unusual figure among the dogs, an equine figure: a unicorn, indigo of coat and tall as the dogs themselves. Fallax Equa, the leader of the enemy. Acting instinctively, Sugarberry turned her magic against Fallax Equa, sending the lightning bolt crashing down onto the dark mare.

The blue-white bolt struck the air a yard above Fallax Equa's head and spattered against an invisible barrier, spending itself on nothing. Fallax Equa turned, her turquoise eyes meeting Sugarberry's, and the white mare discovered that she was no so numb as to be immune to fear.

“Fall back!” she called, abruptly realizing that the earth ponies were in retreat, the diamond dogs were running, and the ground itself seemed to be rumbling. She turned towards the remainder of her team, but suddenly there were dogs, dogs everywhere. Rhythm reared and whinnied a challenge, attacking the nearest dog with her forehooves even as she continued channeling her magic to Sugarberry.

The Decanus wove magic, trying to protect the blue mare, but her power was abruptly cut off as if a wet blanket had been thrown over a fire. The dog grabbed Rhythm, not clawing her but grappling and bearing her to the ground. Other dogs were seizing the remainder of her team. Sugarberry whirled, panicked.

Fallax Equa was there, not five yards away, regarding her with those evil eyes. Something unseen clamped onto Sugarberry's head, holding it like a vise, and with a thrill of cold terror she felt her magic begin to trickle away. Fallax Equa's horn glowed with a poisonous light, and Sugarberry realized what was happening.

The dark mare was stealing her power, sucking her dry like a ripe fruit. Already she felt weak and dizzy, her legs trembling as more power was drawn away. Desperately, she broke the connection with the other unicorns – the few remaining ones who had not already withdrawn their power in a panic – but it seemed to make no difference. Her head felt like it was being crushed, her vision blurred, and and her legs felt very cold.

“You have failed,” Fallax Equa told her icily, gazing into her eyes even as Sugarberry's vision darkened. “I will take your power now, and use it to destroy your friends. Die in despair.”

Then she could see nothing but those eyes, glowing like turquoise fire.

And then there was nothing at all.

The bank of mist flowed forward, an imposing gray presence towering over the largest of the trees. As it advanced, it engulfed several of the smaller trees. Cracking and crunching sounds from testified to something solid within, and the shattered bits of wood than were left behind testified to its strength.

Crouched within the upper branches of a massive apple tree, Cloud Kicker watched it with growing horror. She had tried to ignore the block of mist, not knowing what new horrors might be spawned from it; Fallax Equa had not brought it into play the previous day, and the pegasus had vaguely hoped that she would not today, either. This was not to be, it seemed. The Ponyville plans had held up surprisingly well, with Yellow, Green and Black Companies harassing the dogs from the shelter of the trees, while the pegasi of Rainbow Company alternately supported them and lured cocksure griffins to their doom.

But now the game was about to change.

As the lavender mare watched, the block of mist began to swirl, bits of fog trailing away from the main mass. It shifted, distorting, expanding, becoming translucent, and Cloud Kicker's keen purple eyes could discern a shape – an enormous shape – within the mist.

Then the last of the mist was torn away, and the pegasus gasped in horror.

It was a hydra.

It was monstrous, immense, larger than any living thing Cloud Kicker had ever seen. Four gigantic heads, each large enough to swallow a pony at a single bite, loomed above the apple trees. Its body, a dirty brownish tan, was big as a barn. Two legs – tiny in comparison, but each bearing claws as long as a pony – dragged the monster slowly forward.

The diamond dogs scattered before the hydra, giving it a clear path through the orchard. Trees crackled as the dragonlike monster simply crawled over them, turning ancient apple trees to splinters with its sheer weight. Eight eyes stared forward fixedly, as though intent on reaching the ponies that lay ahead.

We can't fight that! thought Cloud Kicker, followed immediately by Why is it leaving the dogs alone? All the stories she had ever heard painted hydras as feral beasts, unable or unwilling to communicate, a danger to all that encountered them. Could Fallax Equa be controlling it somehow? It was the only explanation that made any sense.

Lightning erupted, crackling about the hydra's heads. The unicorns! Cloud Kicker thought, they're trying to fight it! Before she could react, two of the monster's heads – apparently unaffected by the magical attack – speared down below the level of the trees. They jerked back up, and with cold horror Cloud Kicker saw equine forms dangling from the hydra's jaws.

Then it ate them.

Cloud Kicker was moving without conscious thought, weaving among tree trunks. Got to get out of here, she thought, followed immediately by, Got to warn the others. The earth ponies. The unicorns. We have to fall back.

“Rainbow Company!” she shrieked, darting above the trees and risking the danger of the open air. “To me! Now!”

Pegasi came at her call, swarming around her from the trees below. The griffins circled warily, far overhead, but Cloud Kicker paid them no heed. “Warn the earth ponies,” she ordered, “warn the unicorns, and get out of here! Fall back! We can't fight that thing!”

The pegasi scattered, swooping below the trees again, carrying the warning to the embattled ponies below. eyeing the griffins, Cloud Kicker turned and shot away in the direction of Ponyville.

Twilight Sparkle would know what to do. Surely she and Captain Crimson would have a plan, could come up with some way to deal with the monster.

They had to.

“Ready?”

Cool Star glanced left at right at the other pegasi of his team. They nodded, faces expression varying degrees of determination or excitement, muzzles obscured by scarves. Each pegasus had a large pouch hanging from a cord around his or her neck, a pouch that was tightly sealed, but equipped with a tear-away bottom. They held these pouches carefully between their forehooves, all too aware of the consequences of one should rupture before they were ready.

Ahead, in the clearing that had once been a farm belonging to the Stocks, the earth ponies were being slowly pushed back by the masses of diamond dogs. Step by careful step, the ponies yielded ground, and the dogs poured out of the woods in a snarling mob. Cool Star knew little about war, and less still about earth pony tactics, but he thought the Ponyvillians were holding together well. Their front lines were ragged, but there were no breaks, and nopony seemed to be panicking.

It looked like a slow defeat for the ponies, as the superior numbers of the dogs inevitably forced them back. Cool Star would have been much more worried if not for the fact that Big McIntosh – Captain Crimson, he corrected himself – had explained, in his casual way, this this was part of his plan. His, and Lieutenant Cloud Kicker's, and Zecora's. That zebra had a twisty way of thinking, one Cool Star heartily approved of.

He touched his pouch, hoping she was as clever as she seemed to be. Twilight Sparkle certainly seemed to think so.

The battle dragged on, seeming to take hours. Beyond, griffins circled, wary of the trees and wary of the battlefield after the first lesson the unicorns had taught them. Periodically, Cool Star saw pegasi erupt from the treetops to make lighting assaults on the griffins, and sometimes a foolish few griffins pursued them. After the first of these attacks, though, the griffins rose higher, denying the pegasi the advantage of surprise. That's fine, Star thought. You just stay up there out of reach, where you can't hurt anypony. Spend the whole battle there; that would be great.

A bead of sweat rolled down Cool Star's face, and he adjusted his headband: a braid of multicolored ribbons. Many of the pegasi had taken to wearing them, in honor of the valiant Rainbow Dash. She's inspired us, Star thought idly. She showed us what pegasi can do. We have to measure up. We have to prove ourselves worthy of that kind of sacrifice.

Step by step, yard by yard, the earth ponies retreated. Although the withdrawal was slow and controlled, the fighting was no less fierce for all that. Along the front line, ponies shrieked and flailed and bled and died. Dogs went down as well, but their number seemed endless, whereas the ponies were being slowly whittled away. Star forced his mind to calm, forced himself to see the battle as a whole, see each dog or pony as an impersonal object rather that a dying friend or blood-crazed enemy. It was a talent he had, this dispassion, and one reason he had been chosen to lead this mission. Cloud Kicker had specifically wanted pegasi who could keep a clear head under stress.

The earth ponies reached the halfway point of the clearing, and Cool Star nodded. “All right, Rainbows,” he said softly, “let's do this for Dash.” He hunkered down into takeoff position, wings raised and spread. The others mimicked his posture, ranged out on either side of their cream-colored leader.

They held that pose for several long minutes, tense, waiting. Several wings twitched, and somepony emitted a small, excited sound. Cool Star, true to his name, was utterly calm. Any second now . . .

The trumpet rang out, and the pegasi leaped into the air. The formed a classic V formation with Cool Star at the point, and the remaining twenty-three Rainbows stretched out to either side of him, separated by perhaps five yards each. A scant few yards above the ground, they raced over the field, then the earth pony ranks.

Abruptly, there were diamond dogs below them. Cool Star held on for a few seconds more, reluctant to endanger the earth pony ranks. Then, with a quick motion, he ripped open the bottom of the pouch.

All along the broad V of pegasi, pouches were torn open, and their contents, a fine, yellowish powder, was released. It trailed behind the streaking pegasi, floating gently down over the canine ranks.

Cool Star and the others held their pouches, allowing the powder – devised by Zecora – to sprinkle out. As the trees loomed up before them, Star snapped the cord that held the pouch around his neck and let it fall, then veered skyward in a steep arc. To either side the other pegasi followed him, flapping frantically to gain altitude, desperate to get clear of what they had unleashed. Still calm, still dispassionate, Cool Star regarded the effects of their attack.

At first glance, there appeared to be little change among the dogs as the powder settled over them. Zecora said they had to breathe it in, Star remembered. He wondered how quickly it would take effect.

“Look!” called one of the pegasi, a lavender mare named Rainbowshine. She gestured towards the dogs. Staring, Cool Star realized that their advance had slowed. Although the earth ponies continued their deliberate withdrawal, the front ranks of the dogs were becoming thin and ragged, despite the fact that more dogs continued to pour out from the trees.

The reason for this became obvious after a moment. In the center of the canine mob, large numbers of dogs were jerking and thrashing about, flailing their arms and kicking their legs wildly. It might have been funny if not for what Cool Star knew. This was the effect of Zecora's power, a potent compound that caused uncontrollable spasms in the victim's muscles. She referred to it as “evil dances,” a name that seemed to amuse her somehow.

Although Zecora had warned that the powder's effects would be short-lived, it seemed sufficient to break the dogs' advance. Already the front ranks, bereft of support, were being mauled by the earth ponies, while the rearmost ranks piled up in confusion against their suddenly-frantic allies. A few fights broke out as the unaffected dogs interpreted their companions' frenetic flailing as some form of attack.

Scanning the battlefield, one eye on the circling griffins, Cool Star saw a lavender pegasus break from the trees and streak across the clearing in the direction of the Ponyville leaders. With surprise, he recognized her as Lieutenant Cloud Kicker. Seconds later, a few more pegasi followed her, then a dozen, then scores. Alarmed, the cream-colored stallion dropped down to intercept the leader of Rainbow Company.

She saw him coming. “Move!” she shouted, not slowing down. “Got to warn Twilight. Hydra!”

Hydra? Glancing back, Cool Star saw three . . . no, four serpentine heads rising above the trees. An instant later his mind processed exactly how big those heads must be, and his blood turned to ice water in his veins.

As the pegasus ponies flew clear, having released their load of powder upon the unsuspecting dogs, Twilight Sparkle glanced back over her shoulder and said, “Now.”

Silver Gleam watched curiously as a score or so ponies sprang into action, attending a dozen wheeled contraptions. They were amazing devices, all wheels and gears and rope and wooden poles, and Silver reminded himself that Pinkie had designed and constructed them all in less than two days. Junebug, Pinkie Pie's unofficial lieutenant, lifted a large pink flag emblazoned with a cupcake, then brought it down sharply.

With a series of wooden cracks, the line of devices jerked, their spoon-shaped arms snapping up and hurling their payloads skyward. Rocks hurtled through the air, hoof-sized on up to the size of a pony's head. They easily cleared the earth pony ranks, raining down on the unprepared, half-maddened dogs.

The result was pandemonium in the dog ranks. Although the actual damage seemed minimal in the vast horde of dogs, the undisciplined creatures were now forced to watch the sky for yet another source of attack.

Caught between the earth ponies and, the aerial assault, harassed by the suddenly-potent magic of his unicorn teams, and now fighting their own demented ranks, the dogs could take no more. Abruptly, the front ranks of the dogs dissolved, struggling to get away from the ponies, some simply running in any clear direction. More dogs poured onto the battlefield, but they seemed more concerned with clearing the orchards than with joining the battle. The mass of dogs began to split down the middle.

We're doing it! Silver Gleam thought with fierce excitement. We're holding! By Celestia, the dogs are breaking!

“Release again!” shouted Junebug, whipping her flag up and down. The contraptions, having been cranked down and reloaded, snapped upwards once more. Again, a flurry of rocks took to the air, raining down on the dogs like some horrible hail. Dogs fell, or howled with pain.

Suddenly there were pegasi everywhere, streaking across the field, dodging rocks and flying like mad things towards Silver and the others. Junebug, raising her flag for a third round, held up a quelling hoof.

Oh Celestia, this can't be good news. As the first pegasus – Cloud Kicker herself – reached the command post, Silver edged closer to listen.

“Cloud Kicker, what is it?” demanded Twilight Sparkle, her expression worried. The pegasus mare stood, panting heavily, then lifted her head.

“Hydra,” she gasped. “Big one . . . coming this way. Warned the earth ponies . . . and unicorns.” Cloud Kicker squeezed her eyes shut and continued. “I saw what it was doing. It . . . it ate them.”

Silver Gleam turned and scanned the treeline. It didn't take long; almost at once he saw them: four reptilian heads atop
long necks, towering above the orchards. They were advancing slowly but with terrible purpose, and they were enormous. As he watched, three of the heads suddenly ducked below the trees, reappearing a moment later. Two appeared to have a toothy grip on the same . . . something, while the third tossed what was unmistakably a pony into the air, and caught it with a snap. The other two tore apart their prize with a sudden tug, and Silver looked away, sickened.

“Silver. Silver!”

He looked up, to find Twilight gazing at him with concern. “I need you. Now.”

Swallowing hard, the gray unicorn nodded. “What?”

“If the dogs hold us until that thing gets here, the earth ponies will be wiped out. We have to break free.” Twilight gestured towards the battlefield. “I want a full bombardment on the dogs, now. Spend everything you've got, but break their advance.” She turned to Cloud Kicker and continued. “Following that, I want a series of raking flyby attacks so the earth ponies can get free. If we don't break the dogs now . . .”

She let the thought trail off, and Silver Gleam turned his attention back to the battle. Rejoining his own group of unicorns, he concentrated briefly, then sent a series of green fireballs, tiny but bright, arcing skyward. Three green lights – the sign for “full bombardment on my signal.”

As the last pegasus stragglers cleared the area, Silver Gleam reached out with his magic. Immediately, he felt the presence of his team, extending their arcanomorphic fields toward him, offering their power. He made contact, and suddenly power was flowing into him like a river.

Horn glowing, he selected a point roughly in the middle of the mass of dogs – out of range for him under normal circumstances – and wove his magic into the lightning spell.

Above the diamond dogs, the sky exploded.

Lighting bolts pounded downwards, like terrible blue-white trees of death, tearing through the canine ranks. Bursts of telekinetic energy flung dogs into the air, to fall screaming back among their compatriots. Silver and the Decanii threw their power against the dogs, unleashing their full fury as the earth ponies – holding their composure in the midst of the magical assault – retreated, step by careful step. Another volley of stones rattled down upon the dogs, adding to the chaos.

And then it came.

A monstrous head, tan and evil-looking, slid over the tops of the trees, and regarded the clashing forces with green eyes. It was joined by three others, accompanied by the splintering of the trees crushed beneath the hydra's huge bulk. For an instant the hydra stood there, perfectly still.

Then it surged forward with alarming speed, crushing dogs as it made for the earth ponies. In a body, the ponies broke and ran, disregarding the panicking dogs as they galloped madly for safety. The magical assault on the dogs cut off as the surviving unicorns fled with the earth ponies. More ponies – earth ponies and unicorns alike – poured out of the orchard, fighting their way past one another in a frenzy. The battle between dog and pony was forgotten in their mutual terror of the hydra.

The beast paused, and four heads shot down like striking snakes. Shrill, equine screams rent the air as ponies were caught, bitten, crushed. Silver Gleam distinctly saw one earth pony slip from the hydra's jaws and fall, legs flailing wildly, back among the melee.

“That's it! Fall back!” shouted Twilight Sparkle, and the unicorn trumpeters sounded the call to retreat. The ponies broke into frenetic motion, gathering what gear they had and bolting southwards. Junebug abandoned her rock-throwing devices, not without a glance of regret, and galloped away.

As his team departed, Silver spared a glance for the embattled earth ponies and the pegasi still circling above them. Dear Sisters, he prayed, let them find a way through.

The Duel

Cloud Kicker circled as Twilight and the others fled their hillside command post. Below, the earth pony companies, Crimson and Russet, were pulling away, hampered by the panic-stricken ranks of the diamond dogs. Most of the canines seemed as terrified of the hydra as the ponies were, but their frantic efforts to get clear of the monster only served to bog the ponies down.

Worse, the other earth ponies and their associated unicorns were pouring out of the orchards in a desperate effort to regroup, pursued by yet more dogs. A chaotic scrum of equines and canines filled the clearing, and in the midst of it the hydra towered. Its four heads raked the crowd, tearing through ponies and the occasional hapless dog, wreaking frightful devastation.

Sisters above, Cloud Kicker thought in horror, it's massacring them. She glanced wildly about, looking for some way, any way, she could help. It was useless; the hydra was just too big. There was no way the pegasi could hurt it; they would be no more dangerous than horseflies.

Horseflies . . .

“Rainbow Company!” she shouted at the top of her lungs. “To me!”

Pegasi came, crowding about her, eyes wide with panic. Cloud Kicker forced herself to remain calm as she gestured towards the hydra. “Rainbows! The earth ponies need us. The hydra is slaughtering them. We have to help them!”

“How!” demanded a tan colt with a green mane. “What can we do but get killed?”

“Distract it,” she returned. “Swoop in and out. Get its attention. Get it away from the others. We're pegasi, we can do it! Use our speed and our agility to tie its necks in knots!”

There was uneasy murmuring among the pegasus ponies, and a few broke ranks and fled southward. Cloud Kicker stared about her, frustrated beyond endurance.

“Our friends and our neighbors are dying!” she burst out. “Our brothers and sisters, who've fought for days against impossible odds! Rainbow Dash nearly burned her wings off for them! How can we call ourselves Rainbow Company and still turn away?”

“She's right,” called Cool Star, his expression grim. “We have to do something. We owe it to Rainbow Dash, if nothing else. She gave everything she had for Ponyville; can we do any less?”

They weren't all convinced, but Cloud Kicker would waste no more time. “Follow me!” she shouted. “For Rainbow Dash! For Ponyville!”

“For Rainbow Dash!” came a chorus of cries, and over fifty pegasus ponies hurtled towards the hydra like a swarm of multicolored bees.

The beast ignored them, savaging the earth ponies, until them were almost upon it. One monstrous head lifted to observe the new arrivals, and Cloud Kicker, in the lead, aimed directly for it. As its green eyes widened, she put on a burst of speed and crashed directly into its face, hooves-first. The hydra jerked in surprise, and the other heads lifted.

It stank, she realized suddenly: a fetid odor like ancient swamp mud, dead and rotten. The miasmic smell clung to the hydra like a shroud, and Cloud Kicker found herself irrationally wondering how much worse it must have smelled before the mud had dried on its scaled hide.

Pegasi swarmed about it, kicking and bucking, racing between the monster's necks. The beast's attention turned away from the earth ponies and unicorns to regard these new attackers. Cloud Kicker shot by another head, catching its attention; the great jaws opened, but too slow. Pegasi whirled, kicking, shrieking.

Below, the earth ponies broke into a gallop, streaming away from the bloody battlefield. Diamond dogs ran frantically about, lacking any clear direction but obviously as terrified of the hydra as the ponies were. Ponies and dogs ran shoulder to shoulder, their antagonism drowned under mutual fear.

It's working! We're doing it! Oh Sisters, I'm so scared! thought Cloud Kicker, wheeling around for another pass. The hydra, now thoroughly roused, suddenly struck like a monstrous cobra. A pale blue pegasus with a yellow mane shrieked as the great mouth closed over her, her voice abruptly cut off. Another, a gray stallion, whinnied pitifully as a wing was torn loose from his side; he spiraled groundward in a spray of blood. The hydra's four heads turned, eyes tracking the pegasi.

For an instant, the situation hung in a precarious balance; the hydra's attention and the sudden, brutal deaths rattling Rainbow Company's determination. The pegasi circled, poise between flight and battle.

Swallowing her fear, Cloud Kicker glanced downward, Perhaps a third of the surviving earth ponies were clear, but the rest were still caught between the orchards and freedom, embroiled in the chaotic melee of dogs and equines. Just have to hold it a little longer . . .

“Those are our friends down there, Rainbows!” she shouted, gesturing groundward. “They've fought and bled and died to keep us safe, to keep our children safe! Are we going to abandon them now?”

With that, she hurled herself towards the hydra once more, her heart in her throat. One huge head turned to follow her, and she felt her heart nearly stop as its gazed focused on her. Those huge green eyes flickered turquoise, and the head shot forward.

Unable to hold back a shriek of terror, Cloud Kicker flew in a tight loop; the hydra's head passed beneath her, its teeth snagging the tip of her tail and ripping loose a hank of hair. She shot down its neck, following the spine, drawing the other heads' attention. The pegasi of Rainbow Company, heartened, surged forward once more.

The hydra struck. Pegasi died, or slipped past its jaws by the narrowest of margins, but there was no longer any sign of wavering. The winged ponies whirled about their enemy like a multicolored cyclone, relentless. They strike and swooped, distracting, maddening. Feathers flew, and ponies died, but they would not yield.

Gasping for breath, Cloud Kicker threw herself higher, out of the hydra's range, and surveyed the battlefield. Most of the earth ponies and unicorns had broken free of the diamond dogs, and nearly half the pegasus ponies were gone – killed, wounded, or fled, she could not be sure. The survivors continued to harass the reptilian beast, if anything, more fiercely than before.

A yellow mare – Raindrops – caromed off the hydra's head, distracting it from a wounded stallion. The monster turned as Raindrops struggled to gain altitude, its maw gaping as it rose behind her. Cloud Kicker saw at a glance that Raindrops would never get clear in time.

She never hesitated. Folding her wings, she plunged straight down at Raindrops. If I hit her too hard I'll just kill her myself, or stun her and make her fall . . . got to time this just right . . .

At the last instant, Raindrops looked up, her blue eyes widening when she saw Cloud Kicker. Simultaneously, the lieutenant of Rainbow Company spread her wings, breaking hard. All four hooves struck the yellow mare, and she shoved her away with a shouted “Go!”

Raindrops tumbled clear. Cloud Kicker, her momentum broken, flapped madly in place, but she already knew it was hopeless. The hydra's mouth gaped before her like a red cavern.

Sisters, let it be quick.

This seems to be a day for . . . surprises, thought Sigmund. The hydra had been one, and not a pleasant one. While he could not deny its efficacy, he was less than thrilled to see it at all. It was feral, brutish, and unpredictable, and it had thrown the diamond dogs into utter panic.

Small wonder, when our “glorious leader” chose to keep it a secret even from her purported allies. Had I known, I could have planned for this! Damn her secrecy.

That the hydra had broken the Ponyville defense was not a surprise. The reaction from the pegasi, however, definitely was. Sigmund had fought in many battles, and had seen many acts of courage, but nothing to equal this. Circling high above the Everfree Forest, his keen eyes were focused on the pegasus ponies' gallant, hopeless battle against the swamp beast.

They can't win. The have to know that. They can't even hurt it, and yet they throw themselves against it like a mother defending her chicks.

Even as he watched, another pony was torn from the sky. The others flew in a frenzy, attacking, distracting . . . buying precious time for their ground-bound allies.

These ponies . . . He could not find the words. Expecting weakness and cowardice, he had found strength and courage and raw, iron-willed determination. He could scarcely believe it, yet he could not deny it.

Perhaps it is time to reconsider, he mused. With a quick gesture he folded his wings and dove, the other Red Feathers following him, Klaus at his left. Despite his bandaged foreleg, Klaus would not be left behind, and Sigmund knew better than to suggest it.

The griffins descended to a tiny clearing in the midst of the orchards, the site of much bloody fighting this day, now firmly in the possession of Fallax Equa and her allies. As they reached treetop level, viridian lighting erupted from the clearing, exploding upwards as if the air itself had shattered. The Red Feathers wheeled in confusion; then, as the display died away, Sigmund and the other leaders of the griffins descended cautiously once more.

They came upon a scene of carnage. For an instant Sigmund thought that the ponies had somehow launched an attack on Fallax Equa herself – after the events of the day, it would scarcely have surprised him – but it was not so. The dark mare stood alone in the center of the clearing, her horn and her eyes alight with turquoise fire. The stench of blood and ozone and charred flesh filled the air. The corpses of diamond dogs and unicorns lay scattered about her, the latter possessing that unsettling, hollow look that Sigmund knew was due to them being drained of magic by Fallax Equa.

She ignored the arrival of the griffins, focusing her gaze on a diamond dog cowering at the edge of the clearing, and Sigmund realized that she had changed yet more. Now she towered over him on long, slender legs, and her coat had darkened to a velvety, midnight blue that was almost black. Her mane and tail, by contrast, were a fiery cobalt, and seemed almost to float of their own accord.

A turquoise glow appeared around the cowering dog, and it was jerked off its paws and hurtled through the air, stopping only when the tip of Fallax Equa's horn actually touched its chest. The dog stared down at her, its eyes enormous.

“As for you,” Fallax Equa said, glaring up at the creature, in the voice of one continuing a lecture “do you feel as your comrades did? Do you also believe you know what is best for my army?”

The dog glanced reflexively at the corpses of its erstwhile peers, scorched and charred, and shook its head vigorously.

“Good,” hissed Fallax Equa. The turquoise glow winked out, and the dog fell to the ground. “You are hereby promoted to the rank of supreme commander of the diamond dogs. Do not fail me.”

The dog clambered to its feet and regarded Fallax Equa, clearly wanting to bolt but terrified of doing so. Sigmund saw a trickle of blood running down its chest, and a spot of similar color decorated the very tip of the unicorn's horn.

“Now,” hissed Fallax Equa, “you dogs will continue to press the ponies, because I have commanded it. The hydra is mine; I control it, and you will remain safe so long as you obey my orders. I will have Ponyville's defense broken by nightfall. Dismissed.”

The dog shot away as if its tail was on fire, and Fallax Equa's attention turned to the griffins. “Red Feathers,” she said simply.

Reflexively, Sigmund ducked his head in a quick bow. “Fallax Equa,” he began.

“I have need of you. The ponies seek to flee before my hydra, and these –” she gestured in the direction of the vanished diamond dog – “are all but useless. I shall be busy . . . hunting,” she added, gesturing casually to the southwest.

Sigmund opened his beak, but the unicorn ignored him. “Fly. Find the earth ponies before they reach safety. Hold them. Hold them for my hydra.”

“You want us to hold the earth ponies?” Sigmund heard himself saying. “General, the Red Feathers are –”

“I want you to follow my orders, Wingleader,” she snapped, cutting him off. “By the oath you swore to serve your king. Do not show cowardice now.”

Sigmund ground his beak in stifled rage. “As you command,” he managed in a thick voice. “It will be done, damn you.”

He turned to the other griffins, eyes narrowed with fury.

“You heard her. We fly.”

Somehow, impossibly, they were doing it. The pegasus ponies, in a staggering display of courage, were holding the hydra's attention so their earth pony brethren could break free, and Applejack did not intend to waste an instant of their sacrifice. Bellowing at the top of her considerable voice, limping on a badly bruised foreleg, she chivvied the earth ponies – she could no longer tell what Company, nor did she care – away from the battlefield, calling to them to forget the dogs and run. For their part, the majority of the diamond dogs had no further stomach for fighting, seemingly as terrified of the hydra as the ponies were.

Those few who felt otherwise soon discovered that one game leg did not make Granny Smith's granddaughter significantly less dangerous. She was muddy-hoofed and spattered with blood, little of it her own. Her hat, miraculously still atop her head, had acquired several new cuts and dents. Her blonde mane and tail were caked with blood, and her green eyes were wild.

“Get outta here, y'all! Stop runnin' around like a bunch of brainless chickens and go!” Applejack roared. Most of the earth ponies and unicorns were gone; the last few dozen were extricating themselves from the dogs and galloping southward. Unwilling to flee while others remained in danger, Applejack found herself one of the last surviving ponies on the bloody field. She glanced skyward, saw the remaining pegasi breaking away from their monstrous opponent.

Fair wind, y'all, she thought with heartfelt gratitude. Time Ah was getting' along mah own self.

Suiting action to thought, she turned to the south, only to stop short at what met her eyes. A wagon, the ponies intended to pull it having long since vanished, stood at the base of the slope that defined the southern edge of the battlefield. In it were ponies – injured ponies, some unconscious – nearly a dozen. As she stared, a yellow pegasus with a pink mane and tail heaved a limp and bleeding earth pony stallion into the wagon with numerous apologies.

“Fluttershy!” shouted Applejack. “What in the hay are you doin'?”

Fluttershy looked up. “He's the last one,” she said, moving to the front of the wagon and grabbing the traces in her mouth. “I couldn't save them all, but I got as many as I could.”

“ 'Shy . . .” Applejack was at a loss for words.

Ignoring her, Fluttershy began tugging at the traces. The wagon shivered, then began to creep forward at a snail's pace. Bracing her hooves, the pegasus tugged harder.

“We don't have time!” Applejack said, the words twisting her gut. “Ah'm sorry – Ah'm so sorry – but we just can't save everypony! Use those wings and get out of here!”

“I'm – not – leaving – them!” Fluttershy insisted through a mouthful of rope. The wagon crept forward another six inches.

“Sugarcube, listen to me,” Applejack said insistently, stepping closer. “Ah wish it wasn't true, more'n anything, but –”

Fluttershy's eyes widened. “Look out!” she screamed, and Applejack leaped reflexively. One of the hydra's heads slammed down on the spot where she had been, its jaws – already spattered with pony blood –crashing shut with an audible clomp! A second head hovered above, eyeing Fluttershy and the wagon.

Without a word, the pegasus grabbed the traces once more and pulled. The wagon moved another foot.

“Go on!” called Applejack, turning to face the monster. “Get 'em to safety! Ah'll distract it!” Oh Lady, Ah'm a-gonna die, she thought to herself.

Turning, wincing as her bruised foreleg took her weight, the country pony bucked the hydra in the face. It was like bucking a mountain, but the reptilian beast seemed to feel it; its eyes flew open and the head retreated.

The other head came down more cautiously, its attention on Fluttershy and the wagon. Gathering herself, Applejack leaped, ignoring the pain that shot down her foreleg. She landed atop the creature's muzzle, glaring into its astonished green eyes.

“Get away from her!” she bellowed, rearing and delivering a double-hoofed strike to one glaring green eye. The hydra jerked and Applejack lost her balance, tumbling free. She struck the ground hard, her hat flying. Stunned, she raised her head and tried to make sense of the huge, blurry form towering above her . . . the wagon?

Kicking, she flopped over and saw the hydra. One head was rubbing itself against another's neck, while the remaining three stared down at her. Well, Ah got it's attention, she thought dazedly. She tried to get to her hooves, but pain lanced up her foreleg and she collapsed with a grunt. Her head was clearing, but she had no time.

A sound cut through the air: a fierce whinnying, high-pitched but seeming to make the very ground tremble. The hydra paused, it's attention diverted. Applejack glanced over her shoulder to the source of the sound, blinking to clear her eyes.

At the top of the hill stood the form of Big McIntosh, Captain Crimson of the Equestrian Guard, massive in his bronze armor. He was spattered with blood, little of it his, and the Silver Comet gleamed on his armored chest like an evening star. He reared, pawing at the air, teeth bared, and uttered the challenging bellow of an enraged earth pony stallion.

Then he broke into a gallop, a heavy, deliberate gait. The sound of his hoofbeats on the dry hillside echoed through the air as he picked up speed, hurtling down towards the hydra. The four-headed monster, its attention distracted from the two mares and the wagon, regarded this new challenger with something like amusement. Seizing the opportunity, Applejack struggled to her hooves, shaking her head vigorously.

McIntosh rumbled past her without pause, straight towards the hydra. Reaching the beast's feet, deceptively tiny beneath its bulk but each still larger than he, he whirled with startling grace and delivered a shattering buck to the nearer foot. With a sound like a tree branch breaking in a high wind, one long toe snapped.

The hydra hissed in pain and shock, its heads swooping down to deal with this intruder. As the first head drew close, McIntosh leaped, his powerful hind legs hurling him into the air. Like his sister, he landed on the hydra's muzzle with surprising agility, standing balanced there for an endless moment.

Then he reared and threw himself forward, striking not with his hooves, but with his head. His muscular neck, propelled by the full force of his body, drove his bronze helmet straight into the hydra's enormous green eye.

The eye ruptured with a noise like a wineskin bursting, and the hydra's head jerked back as it emitted a hoarse hiss of agony. McIntosh tumbled backwards – he wasn't thrown, he jumped, Applejack realized – and landed squarely on all four hooves with a thud!

Then he charged again.

The hydra's three unwounded heads turned to follow him, their eyes flashing turquoise for an instant. Applejack reared, pawing the air, and uttered an enraged whinny of her own. The hydra ignored her, its attention focused on her brother as he galloped along the side of its enormous body, too close to strike. The hydra tried to edge sideways, away from the stallion, and hissed with pain as its injured toe moved.

It's the little things that get ya, Applejack thought hysterically, and dove forward. With the hydra distracted, she walked easily to its feet, under the shadow of its looming chest. Turning, she raised herself onto her forelegs, gritting her teeth against the pain of her injured leg, then bucked. Her whole body uncoiled, driving her hind hooves – legs strengthened by years of applebucking – straight into the hydra's already-broken toe.

A quadruple hissing scream cut the air, and the monster's bulk lurched away from Applejack. The earth pony raced away, barely evading the enraged creature's snapping jaws. Sheer luck saved her, as two hydra heads crashed into each other as both dove for their tormentor. The heads snarled at each other, momentarily distracted.

Circling the monster, Applejack saw that the other two heads – the one-eyed one and another – seemed to be trying to get behind the creature's own body. There was McIntosh; somehow he had gotten onto the hydra's tail and was now charging up its spine.

As she watched, the unwounded head struck at him. Applejack's heart lurched as her brother disappeared – then lurched again as the hydra reared back, and all four heads emitted another hoarse scream of pain, their eyes flashing turquoise again.

A bleeding wound was visible on the hydra's back, a wound exactly the size and shape of one of its own mouths. He done tricked it into bitin' itself! She had always known her brother was smart.

Well, Ma Apple didn't raise no fools, she thought as McIntosh came into view from around the other side of the hydra. “Mac!” she yelled. “Its eyes! They keep glowin' blue, like Fallax Equa's!”

McIntosh gave no sign that he had heard her; ears flat against his skull, eyes narrowed to slits, teeth bared, he was a picture of equine fury.

Glancing over her shoulder, Applejack saw that Fluttershy had somehow managed to drag the wagonload of wounded ponies a good dozen yards away. The yellow pegasus showed no sign of slowing, hauling away at the traces with single-minded determination.

The hydra eyed the Apples warily, its eyes maddened, but it hesitated. One head nuzzled the one-eyed one, and the other two shook themselves as if confused. Then . . . that sinister turquoise glow again, and the heads reoriented menacingly on the Apples.

They divided, two heads pursuing Applejack, two pursuing McIntosh. With one mind, the Apple siblings broke into a gallop, straight toward each other . . . and past each other, without slowing down. Following them, the hydra heads soon found themselves jerked to a halt as they pulled in opposite directions.

Applejack turned, a fierce grin on her face, to regard the frustrated reptile. The hydra untangled its heads, glaring at the ponies.

Then all four heads turned away . . . towards Fluttershy, still grimly dragging her wagon.

Oh, no no no no no! As the hydra began to crawl Applejack broke into a run, crossing between the swamp beast and the pegasus, trying desperately to draw its attention. Ahead she saw McIntosh, slower to react, turning as well.

One head turned to regard her, but the hydra continued to drag itself toward Fluttershy. Desperately, Applejack leaped atop a massive boulder protruding from the hillside, her bruised foreleg protesting. “Hey, big ugly!” she shouted at the top of her voice, tail lashing, ears down flat. “Come over here and fight me!”

One head veered towards her, jaws agape, green eyes narrowed with hatred. Applejack shouted insults at it, rearing, trying to draw as much attention as possible.

Without warning the hydra struck, its head darting down like a cobra's, jaws open wide, fangs gleaming. But fast as it was, Applejack was faster. She threw herself forward, toward the monster, hooves skimming the surface of the rock. The hydra tried to adjust its aim, and slammed into the boulder with tooth-shattering force.

Applejack lost her balance and fell, tumbling the rest of the way down feeling the hydra's impact through the ground itself. The pony hit the ground hard, pain lancing through her already-injured leg.

Above her, the hydra recoiled, drops of blood and bits of broken teeth falling on the orange pony, and another raspy hiss of pain ripped through the air. Four eyes flared turquoise as they glared down at Applejack, and a visible shudder shook the monster's form.

With a whinny, McIntosh galloped towards his sister. Applejack saw him coming and recognized that look in his eyes – he had an idea, another plan that would require both of them to pull off. Scrambling to her hooves, she gritted her teeth against the pain of her leg and stumbled toward him.

Without warning, a hydra head slammed down on McIntosh, jaws clamping shut, tearing up turf and soil. The head lifted, and the big pony was gone. Nothing remained but a small crater in the soil.

Applejack stared, uncomprehending. Her mind didn't seem to be functioning properly. McIntosh . . . what happened . . . that can't be right . . .

The hydra regarded her with an unmistakably smug expression on one of its faces. The one-eyed head hung back, as did the broken-toothed one – still drooling blood – while a third regarded her. The fourth, the one that had just snatched up McIntosh, worked its jaws.

Away to the west, viridian lightning exploded upward from the trees. Neither Applejack nor the hydra spared it a thought.

The hydra's jaw jerked, as if something had struck it from within. Its eyes widened with what seemed to be surprise, and the other three heads turned to watch it.

It jerked again, and bits of dirt and mud flew from between its lip, back at the side of its jawline. Its expression hardened, and the jaws worked again, grinding, crushing.

Abruptly, the head convulsed, the lower jaw jerking sideways. Teeth and blood sprayed, and Applejack's eyes widened. Could it be . . . ?

The head's mouth dropped open, spitting Big McIntosh out in a blast of blood, mud, and saliva. The big earth pony tumbled helplessly through the air, hitting the ground with a heavy thud! For an endless moment nothing moved: McIntosh lying in a heap, Applejack and the hydra staring at him in sheer astonishment.

Then, slowly, deliberately, he dragged himself to his hooves and raised his head.

His helmet was gone, and his armor was dented and scratched. His mane and tail were sodden with blood and hydra saliva. His face was a mask of blood, and a huge gash scored the left side of his face from mane to jaw.

And his gentle eyes were filled with fury.

Battered, bloody, filthy and beaten, McIntosh Apple roared his defiance at his enemy, and the hydra flinched away. Once again, turquoise flared in its eyes, but less brightly; the color flickered like a dying fire.

The hydra head that had just spat him out coughed, making gagging motions. Its jaws worked in evident pain, and a small object dropped out: McIntosh's helmet, crushed beyond recognition, a flattened ball of bronze-colored metal. The hydra's heads swept back up, eying the ponies with unmistakable frustration . . . and the turquoise glow died away entirely.

The strange tableau held for several seconds, the battered hydra and the two defiant earth ponies regarding one another. Applejack found herself holding her breath, torn between so many emotions that she did not know what to do or think. Something was happening with the hydra, something that had nothing to do with herself or her brother. Something hung in the balance.

The hydra turned. Two heads bleeding from the mouth, another half-blind, it began dragging its massive bulk away eastward, in the direction of Froggy Bottom Bog. It paid no further heed to the earth ponies, shouldering aside trees as it quit the field of battle.

Applejack stared after it in amazement, but the beast did not slow; its heads floating above all but the largest of the apple trees, growing small with distance. She turned to McIntosh, who was breathing heavily, the rage leaving his face, his muscles relaxing. “We . . . we did it!”

“Eeyup.”

Applejack crashed into her brother and they went down in a heap: blood-spattered, covered with mud and saliva, wounded, exhausted, and laughing hysterically.

Defiance

The retreat had not – quite – become a rout, as far as Twilight Sparkle was able to determine. There had been chaos, and there had been panic, but most of the surviving ponies had managed to stick together. After breaking free of the hydra, thanks to the heroic actions of the pegasi, the unicorns and earth ponies had fled southward, making for Ponyville. What little organization they had had dissolved: companies had broken, unicorns and earth ponies running intermingled, and the surviving officers were scattered throughout.

Most of the earth ponies and the unicorns had instinctively formed a herd several hundred strong, seeking safety in numbers. They thundered through the orchards, trampling the ground to mud and obliterating the occasional small garden. As their panic settled somewhat, Twilight Sparkle gave thought to ordering a halt and reorganizing . . . they had covered nearly half a mile, and even if the hydra was pursuing them, its dragging pace should give them time to –

The sound of wings filled the air above, and suddenly there were griffins everywhere. A few pegasi rose to fight them – most of the winged ponies were still engaging the hydra – but the birdfolk ignored them. Rocketing past the ground-bound ponies, they settled to the ground a few hundred yards ahead of the herd and turned to face the Ponyville forces.

Are they mad? Twilight wondered. She had nothing but respect for the combat prowess of the griffins, but this situation was heavily in the earth ponies' favor. Still, the griffins were arranging themselves before the ponies, clearly intending to engage them.

Towards the front of the herd, she could distinguish Steady Gait's voice bawling out instructions. The earth ponies responded, adjusting their position as they ran, settling into a steady gallop. The unicorns slowed, allowing their earth pony allies to surge to the forefront of the herd. The griffins braced themselves. Out of nowhere, Twilight found herself wondering what had become of Big McIntosh.

The earth ponies crashed into the griffin line without slowing. Shrieks and screams filled the air as the ponies rumbled on, not stopping, not even pausing to engage, simply running the enemy over. Griffins uttered shrill cries and lashed out with claw and beak, but they were ground under by earth pony hooves and earth pony muscle. Here and there a griffin got in a lucky blow, and a pony went down, but the Ponyville forces were as inexorable as a flood against a wall of sand.

And then they were past, the griffins breaking and scattering in all directions as the ponies continued their relentless charge. A few unicorns took parting shots at them, but they lacked the time and concentration to pool their power. The griffins were shattered, and the ponies galloped on unhindered.

Several minutes later, the ponies thundered to a ragged halt in a large clearing, thinly planted with tiny apple tree seedlings. As they milled around, organizing themselves by breed and injury, Twilight forced her way to the front of the herd where Steady Gait stood panting – the only lieutenant she could make out. He greeted her with a nod, and she turned and scanned the herd, looking for any of the other leaders.

She caught sight of Zecora almost at once; the zebra had fallen to the back of the herd, but was making her way towards Twilight. Somehow, she had managed to slip into her harness and bring her cart as well; how she had gotten it over the rough terrain Twilight did not know. As the zebra moved closer, Twilight nudged Lyra. “Decanus Lyra, if you could get everypony's attention?”

Lyra nodded, her horn coming alight. The sound of an immense gong boomed, reverberating through the air, and the ponies fell silent, turning towards Lyra and Twilight.

“Everypony,” Twilight began, “we're not out of this yet. Take ten minutes to rest and patch up the wounded. Rainbow Company, I want scouts to the north, so we have as much warning as possible if that hydra – or anything else – is following us. The rest of you – I want a screen of ponies, at least fifty earth ponies and two units of unicorns, positioned between the rest of us and the enemy's location. Volunteers. Now, let's get to work.”

She quickly assembled the remaining leaders, including Silver Gleam, Zecora, Steady Gait, Ambrosia of Russet Company, and Blues, acting Lieutenant of Black Company after the death of Oak Hoof. Disturbingly, there was no sign of Big McIntosh, Applejack or Cloud Kicker, but she had no time to waste on wondering where they were. The six ponies formed a small circle, regarding one another soberly.

“We can't fight that thing,” Blues stated in his melodic voice. “The earth ponies, I mean. Maybe the unicorns can do something against it.”

Silver Gleam shook his head. “It took several strikes from the Decanii with no noticeable effect,” he said. “It's theoretically possible that we could somehow affect it, but I wouldn't want to count on it.”

“Besides,” said Twilight, “even if we can eliminate the hydra somehow, the damage is done. We've lost the field, and there's no choke point even half as good between here and Ponyville. If we try to hold those dogs in the open, they will simply surround us, and if we lose the cover of the trees, we lose our advantage over the griffins.”

The defenders of Ponyville regarded each other for a long, silent moment. The answer was obvious, but nopony wanted to voice it.

“We fall back,” Twilight said at last, harshly. “Back to Ponyville.”

Ambrosia's head fell, and she sighed heavily. “All that work,” she said sadly. “All that fighting, all that death, and we're just going to give it all up.”

“No,” Silver Gleam spoke up. “It's not that simple. We've bloodied them badly; I know we have. We've taught the griffins to respect us, and we've taught the dogs to fear us. We've held them back for two entire days: that's two days longer than we should have, by any rational measure. We've bought ourselves time and experience, and we've made our final defense stronger that it would ever have been otherwise.”

“Silver is right,” agreed Twilight with a firm nod. “What happened today in no way diminishes what we've accomplished so far, or what we can still accomplish. We will hold Ponyville.”

The others nodded, eyes hard. Twilight's gaze swept the ponies, gauging their readiness. She opened her mouth to speak.

Away to the northwest there came a flash of turquoise lighting, followed several heartbeats later by the crack of thunder. Silence fell as the ponies turned to stare. Twilight and Silver exchanged a glance.

“It's Fallax Equa,” the purple unicorn said. “She's taken the field herself.”

“Hunting stragglers,” Silver agreed. “Hunting unicorns, most likely, and I shudder to think why.”

The hydra is bad enough, Twilight thought, but Fallax Equa . . . we can't fight her. Whatever she is, whatever Trixie has become, she wields incredible magical power. I'd bet anything she's controlling the hydra somehow.

“Time's up!” she shouted suddenly. “We are heading back to Ponyville, and we are leaving now! Get moving, everypony! Black and Russet Companies in the lead; then Violet; then Green, Yellow and Crimson. Rainbows, I want a dozen of your fastest fliers sent ahead to warn Ponyville; the rest of you screen our retreat. Go!”

All was suddenly chaos as hundreds of ponies lurched into motion at once. The lieutenants scattered, finding their Companies, leaving only Twilight and Zecora. Twilight turned to her companion, but Zecora had caught the attention of a muscular young earth pony and was strapping him into the traces of her cart.

“Go on, young Twilight, back to Ponyville,” the zebra said over her shoulder. “I have duties I must fulfill.”

“You what? Zecora, we have to go!”

Zecora finished her task, then stepped a few paces away and gestured towards the distant crackling and viridian lightning. “As long as Fallax Equa roams free, Ponyville will be no sanctuary. To give all of you ponies a chance, I mean to stay here and slow her advance.”

Twilight goggled. “You're planning to fight her? Zecora, have you gone mad?”

Zecora favored Twilight with the tiniest of smiles. “Am I mad? I think not so. I have secrets you do not know. Now hurry, quick, be on your way! Your test will come another day. Take the things there in my cart, and remember always to heed your heart.”

“I don't understand. What are you planning to do against Fallax Equa? What can you do?”

“I will do now what I must. In the lore of my ancestors we all must trust,” replied the zebra. “If there is a chance for goodness to win, reach for the heart of the foal within.”

“Zecora,” Twilight said exasperatedly, “I know your rhymes are important to you – though I still have no idea why – but this is critical. Can you please just tell me what you're trying to say, in clear, simple phrases?”

Zecora shook her head, her eyes distant. “You wish Zecora's good advice, but for every gift there is a price. We cannot change who we've become, the roads we've walked since we've begun.”

“Are you saying you can't just tell me?”

The zebra pointed to the young stallion hitched to her cartload of potions. “If you wish to fathom my deed, then do what you do best, Twilight: read.” She eyed Twilight closely, her blue-green eyes intense. “My words will mean little at this time, but I am the last of Tumaini's line.”

“I . . . I don't understand.”

Zecora started to walk away, then paused and turned back to the unicorn. “If we do not meet again . . . remember Zecora as your friend.”

Then she turned and galloped away in the direction of the lightning. Twilight watched her go for an endless moment, desperately trying think of something to say, some way to help.

But there was nothing.

She turned back toward Ponyville, tears in her eyes.

Fallax Equa felt the hydra fighting her, its dim, brutish mind struggling with the fetters she had laid upon it. It was little more than a beast, but its willpower was not inconsiderable, especially with charged with pain and frustration. The dark mare paused, eyes going blank as she reasserted her control. No. You are still mine.

“Fallax Equa, shadow's daughter! I call on you to end this slaughter.”

She turned, surprised, to see a lone zebra standing not a dozen yards away and regarded her with a disturbingly frank gaze. Turquoise eyes narrowed as she focused on this newcomer. “Have you come to surrender, child of the South? Come to beg me to spare your life?”

“I will not beg, and I will not plead. I have come here, not for words, but deeds.” The zebra took a step forward, head erect and proud, gold necklaces and bracelets gleaming. “You seek innocent lives to slay, but I, Zecora, will bar your way.”

“Oh will you?” sneered Fallax Equa. “And is there any reason I shouldn't just obliterate you where you stand?”

“You may attempt it, child of dream, but like you, I am more than I seem.”

Vivid turquoise lightning flickered around Fallax Equa's horn, but fast as she was, Zecora was faster. A hoof swept out, and a cloud of green fog enveloped the area. The dark mare's lightning tore through the spot where the zebra had been standing, but there was no reaction, no cry of pain.

Fallax Equa eyed the cloud of fog coldly as it billowed and expanded. “You delay the inevitable,” she stated.

“Mortals rail against the fates,” came Zecora's voice, echoing weirdly, “defying the truth until too late. Yet in the strife spirits shine bright, like burning stars in an endless night.”

Movement to the left. Fallax Equa turned and a bolt of energy tore through the vague, equine shape she had seen. It dissolved into more of the greenish fog.

“You waste your power, child of blight,” Zecora called mockingly, stepping clear of the fog on the opposite side of the unicorn. “Are you certain you can face this fight? Your beast is restless; then there is your dome; and you are very far from home.”

“I have more than enough power to destroy you, you insolent foal!” snarled Fallax Equa. She shot another bolt at Zecora, but the zebra skipped lightly to one side, hurling what looked like a gourd at her enemy. The bolt struck the gourd and it burst, spraying yellow liquid in all directions.

Fallax Equa shrieked with rage, half-blinded by the liquid. A drumming of hooves warned her in time, and she lashed out blindly with her power. Something whistled past her head and shattered on the ground, and then she could see again.

Trees. Green mist rolling everywhere. A broken pot by her hooves, leaking a luminescent blue fluid. No sign of her attacker. Cautious now, the dark mare surveyed the area, the shifting clouds of green mist, the trees, the stones.

An equine shape loomed up before, and quick as thought, a bolt of energy tore through it. It dissolved into mist. More arose, three, ten, two dozen: zebra-shapes composed of the green mist, advancing on her with slow deliberation. Fallax Equa laughed.

“Is this your best, herb-mare?” she demanded scornfully. “Mist and shadows? Potions and poultices? You should have stayed in your hut where it was safe.”

The misty horde advanced, ranks of silent, gray-green shapes, but Fallax Equa ignored them. She scanned the banks of fog beyond. Nothing. Where was that zebra hiding?

Close by, one of the misty shapes looked up.

Its eyes were yellow.

Fallax Equa threw herself sideways as Zecoa lunged, the mist falling away from her like a cloak, her eyes and hooves burning with amber fire. The zebra's hooves raked her side, burning where they touched.

Supple as a serpent, Fallax Equa twisted away from those terrible lashing hooves. Zecora pursued her, striking hammerblows, her eyes flaming. Yellow sparks flew, and each strike rattled the dark mare like a thunderbolt. Who is this accursed zebra?

Turquoise fire gathered in Fallax Equa's eyes and played about her horn. Rearing, she unleashed a shattering blast of energy, a spreading beam of destructive power as wide as a wagon. It caught Zecora squarely, and she simply vanished in that flood of venomous light. Trees splintered and flamed where that blast struck them, and earth was gouged up and flung through the air, blackened and smoking.

The dreadful light faded and Fallax Equa, sides heaving, regarded the devastation. A wedge-shaped section of orchard perhaps twenty yards long and half as wide at its far end had been completely destroyed: trees incinerated, stones shattered, earth scorched and blasted away.

At the center of the far end of the wedge stood Zecora. Her face and chest were blackened with soot, her mohawk was half its former height, and the amber fire of her eyes and hooves had died away. Her tiered gold bracelets and necklaces were simply gone – not torn away or melted, but no longer there, the coat beneath them pale and unsullied. Fallax Equa stared at her in shock.

Shaking ash from her head, Zecora stepped calmly forward.

“And now, perhaps, you begin to see what kind of power lives in me,” she said to the astonished unicorn. “Your dark magic may twist the mind, but I hold strength of another kind. The glory of a bright sunrise; the dance of winking fireflies; the crash and thunder of rivers wild; and the innocent love in the eyes of a child.”

“What are you?” hissed the dark mare in disbelief.

“From mother to child the lore is passed on, remembering always the Battle of Dawn. Through endless years, through death and birth, Tumaini's line yet walks the earth!”

At the final word, Zecora broke into a gallop. Fallax Equa unleashed another crackling bolt of energy but the zebra dodged it with impossible grace, seeming to anticipate the bolt's path. She was fifteen yards away.

Tumaini! thought Fallax Equa. Will I never be free of her and her cursed spawn?

Another bolt ripped through the air, missing the zebra by inches. Ten yards. A bolt tore the earth at her hooves, but Zecora was leaping before it ever struck. Five yards. A thrill of apprehension in her heart, the dark mare let loose a staccato series of bolts, draining her magical reserves, filling the area between herself and her enemy with an inferno of turquoise death. Magical lightning climbed skyward, and Zecora vanished from sight.

And then she was there, in the midst of a flying leap, a small clay pot in one forehoof. Fallax Equa had a clear shot; Zecora was too close to dodge, and there was no cover. I have her now, the foal! The unicorn's horn flared a final time as she met the zebra's eyes.

Zecora knew.

The pot left her hoof an instant before a thunderbolt of turquoise lightning hammered into her, catching her in midair and flinging her back, to slam into an apple tree with a sickening crunch!

Simultaneously, the pot struck the base of Fallax Equa's horn and shattered. Luminous blue fluid sprayed over the unicorn's face, blinding her, soaking her coat. It tingled; it burned with an icy sensation that went straight to her bones. In a frenzy, Fallax Equa shook her head, rubbed it on the ground, pawed at it with her forehooves, desperate to rid herself of the awful stuff. She couldn't get it off; she couldn't stop the horrible icy burn. It wasn't exactly painful, but it seeped into her skin and could not be ignored.

“What did you do?” she demanded in a rage, her vision finally clearing. Across the clearing was the crumpled form of the zebra, at the base of a large, battered apple tree. Fallax Equa advanced on her, stopping a few feet away.

Zecora lay in a heap, charred and bloodied, her body twisted painfully. She lifted her head with obvious effort and regarded her enemy out of one open eye. Her forelegs moved feebly.

“What did you do to me?” Fallax Equa demanded.

Zecora coughed painfully and spat blood, then bared red-smeared teeth in a grim smile. “Heart's Desire . . . and forget-me-not,” she said in a strained voice. “Magic . . . from ages long forgot. To awaken the heart . . . of the child within. Nightmare, you will never win.”

With an incoherent scream of fury, Fallax Equa called down the lightning. A bolt struck Zecora, then another, then a half-dozen, ten, twenty, fifty. For several heartbeats her power raged, spending her magic and her fury on the form of her enemy. At last, exhausted and frustrated, she felt the magic die away.

Nothing remained beneath the tree but a blackened, smoldering husk.

Tired, pained, and – for the moment – defeated, Fallax Equa turned away.

In the darkness, she stirred.

For a long time there had been only the darkness, only the sea of darkness, around her, enfolding her. Nothing else. No light. Only a faint, nagging sense that there had once been something more.

She was aware of unease, a sense that something was wrong, but she could not place the wrongness. It was as if something was askew with the world. The wrongness teased at her senses, so that she could not ignore it, but could not quite grasp it either.

There was pain.

She became aware of the pain almost casually, as if it had always existed and she was only now recognizing it as a distinct thing. There was pain, both given and received. She knew pain. She . . . caused pain.

The sense of wrongness increased.

She had no physical form, but she frowned. The pain was . . . bad. She did not wish to be associated with it. She did not wish to feel it, or to give it.

Why?

Then came the awareness that there were others, that others existed, and that the warm, stifling darkness was not the totality of existence.

She stirred again, nagged by a desire to see what lay beyond the darkness, but held back by a sure knowledge that beyond the darkness lay only discomfort. This was right and proper. This was where she belonged.

And she dozed again, but it was an uneasy doze.

In the shadows of a ruined orchard some miles north of Ponyville, Sigmund of the Red Feathers bent over the body of a griffin and clenched his eyes shut against the tears.

Klaus . . .

The ground was trampled to mud, many of the smaller trees were bent or broken, and corpses littered the ground. They were griffin corpses for the most part, but here and there a pony lay as well. The Red Feathers – the survivors – were quietly engaged in collecting their fallen comrades.

Sigmund had known what must have happened when he could not find Klaus. He had nursed a faint hope that the other griffin had merely become separated in the rout, and would rejoin the Red Feathers when he could. Their defeat had been crushing, if foreseeable, and the raptorian creatures had instinctively scattered in all directions when it became clear that to remain on the ground was mere suicide. It had taken hours for them to reassemble into a military unit.

A military unit that was a pale shadow of their former strength. Sigmund had not taken an official count yet, but he knew at a glance that less than half of the Red Feathers were flight-worthy. Nearly a hundred griffins lay dead on the field, trampled by pony hooves in an engagement that should never have happened at all.

Sigmund's claws tightened reflexively on stiffening flesh. Including Klaus.

They had been friends for years, since they were both fledglings; they had gone through the military academy together, and when Sigmund was named Wingleader, there was never the slightest question as to who his lieutenant would be. Klaus had always been there for him, with his incisive vision and quiet strength. He had known exactly when to speak up, and what to say, to temper Sigmund's more impulsive ideas. They had overcome so many challenges together. They had been nestmates in all but blood.

A tear fell on the body. Sigmund forced himself to look again, not wanting to see, but refusing to give in to his cowardice.

Klaus lay before him, broken and bloody, covered with hoof-marks and mud. He had been against this entire plan from the start, but neither disagreement nor injury had kept him from his duty. He had stood his ground, faced impossible odds, out of love and loyalty.

Sigmund's eye was drawn to the bandages still around his foreleg, muddy but intact, and he choked back a hysterical laugh. That yellow pony would be angry . . . all her work for nothing.

The ponies. They did this.

Sigmund shook his head. No, not the ponies. They did what anyone would do: they defended what was theirs. They didn't ask us to invade their land. They didn't ask us to stand in their path.

That was Fallax Equa.

Sigmund squeezed his eyes shut again, fighting back rage rather than grief. Abruptly, he rose to his feet and glared around at the others.

“Red Feathers!” he snapped in his best officer's voice. The other griffins turned, stopping whatever they were doing and drawing near their leader, who surveyed them keenly.

“We have a decision to make.”

Ticking Clock

Things were moving quickly.

Silver Gleam watched with interest as he trotted towards the center of Ponyville. The town was in chaos, but it was rapidly becoming an organized sort of chaos. Pegasus ponies flashed back and forth across the sky, carrying messages; off to the east a large group of them seemed to be practicing some sort of maneuvers under the direction of a blue mare with a rainbow mane and tail.

To the south, on a broad hillside, an enormous red pony in full armor was commanding what had to be several hundred other earth ponies. He seemed to be organizing them into units, but the ponies – farmers for the most part – were a far cry from the rigid ranks of the Royal Guard Silver had sometimes watched back in Canterlot.

Near the commander – Silver thought he'd heard him referred to as Captain Crimson – stood a small knot of ponies conferring, and a baby dragon writing frantically on three scrolls at once. Pegasi periodically flew down to the group, exchanged a few words, then flew off again.

The gray unicorn eyed the commanders – for so they clearly were – as he trotted closer. There were a handful of earth ponies – including an orange one wearing a large brown hat – and unicorns, forming a half-circle around another unicorn, purple and with striped pink-and-purple hair.

Silver stopped. It was Twilight Sparkle herself, the most famous student of his generation to come out of Princess Celestia's School for Gifted Unicorns. He felt a small chill at the prospect of actually meeting her, the author of Thoughts on the Ethical Ramifications of Omniomorphic Spells, the essay he had studied last year. He was considered an outstanding student of magic, but Twilight left him in the dust with her comprehension of the intricacies of arcana. And if half the things she was said to have done were true . . .

Gathering his nerve, flipping a hank of slatey-blue hair out of his eyes, Silver Gleam approached the little group. Twilight seemed to be carrying on two or three conversations at once, not counting the occasional brief orders to the pegasus ponies.

“It's no use Rarity,” Twilight was saying to a white unicorn with a luxurious purple mane and tail. “I know you'd do you best, but honestly you don't have either the temperament or knowledge of combat magic.”

“Well I hope you're not going to suggest that you take that on as well,” the white unicorn replied with a toss of her mane. “You're already organizing the entire defense; you can't possibly be expected to oversee the unicorn company as well. But in any case, Twilight dear, I insist on doing something to help. What do you need?”

Twilight groaned. “Oh, only everything. There are ponies to train; we need a tally of supplies; the outlying farms have to be warned; McIntosh wants some sort of fortifications built; I need somepony who knows combat magic; I need about a dozen ponies who can lead; the land between us and this enemy army has to be scouted; I need a decent map; I somepony to figure out what Pinkie Pie is up to; I need –”

“Armor,” said the big red pony, who had ambled over at some point. The others looked at him, and he returned their stares with heavy-lidded indifference.

“Armor?” Twilight blinked her big, purple eyes at the earth pony. “McIntosh, Rarity is a fashion designer, not a blacksmith.”

“Don't have to be metal,” explained Crimson. “Anything to protect against claws and such. Some ponies wear padded armor.”

“Padded?” Rarity blinked, considering the idea, then nodded. “Of course! Big McIntosh, you're a genius!”

“Eeyup.”

“Thank you so much! I'll get to work right away!” With an elegant toss of her curled mane, the unicorn turned and galloped away.

Twilight and the red pony turned to regard Silver Gleam curiously. The gray unicorn hesitated.

“Yes, can we help you?” Twilight said shortly.

“Actually, I was hoping I could help you,” Silver replied. He coughed softly, a nervous habit, and continued. “My name is Silver Gleam, and I . . . well, I want to help, of course, and I overheard you talking about the unicorns.”

He paused, suddenly unsure. Twilight seemed to be listening with one ear to a gray pegasus who had just arrived. The orange earth pony in the cowboy hat said “Yeah?”

For some reason, her frank green gaze unsettled him even more. “Well . . . I know you don't . . . that is . . .”

Twilight frowned at him, and the little dragon looked confused as he flexed his writing claw. The orange pony cut to the chase. “D'you mean you want to help lead the unicorns?”

“Yes!” Silver said, relieved. “That is, I want to offer my services. I recently graduated from Princess Celestia's School for Gifted Unicorns, and my central field of study was Applied Combat Magic.”

“You're a combat magician?” Twilight demanded, her expression suddenly intense. Silver actually took a step back as he replied.

“Not precisely. I have made a study of such thing, and scored extremely well in the combat simulations, but I'm afraid I . . . don't have any actual field experience, per se.” He gestured to his cutie mark, a four-pointed star. “I have a talent with magic, though”

“Close enough. You're promoted,” Twilight said. “You are now Lieutenant Silver Gleam, in charge of the unicorn ponies under Captain Crimson here.”

Silver stared from Twilight to the big red pony. “I . . . that is, I was anticipating something of a more . . . advisory position.”

“We don't need advisers,” the orange earth pony told him “We need leaders. And Twilight's next choice was gonna be Lyra, 'cause she's got a spell that makes really loud noises.” She extended a hoof and gave Silver's a brisk shake. “Welcome to the army, colt. Ah'm Lieutenant Applejack.”

The sounds of hammering, sawing, hooves on turf, and a high-pitched voice shouting orders drew Twilight Sparkle's attention. She had gotten away from the other leaders and organizers for a moment – even Spike – intending to check on something more personal, and to clear her head if only briefly. Her mind was awhirl with numbers and concepts, but she needed to check up on a certain friend.

Rounding Sugarcube Corner, Twilight stopped and stared. The large vacant lot next to the bakery was a hive of activity, with heaps of lumber, coils of rope, and various tools and bits of machinery lying scattered about. Several . . . structures dominated the area, confused-looking tangles of wood and rope, with moving parts and spinning wheels. Ponies were everywhere, mostly foals old enough to have their cutie marks, but too young for McIntosh to have accepted as soldiers. And in the center of the commotion, wielding a tool in each fore-hoof and talking a mile a minute, was Pinkie Pie.

Carefully, Twilight made her way through the hubbub, dodging ponies and stepping around . . . things. Pinkie seemed to be nailing boards together as several other ponies pulled on a rope, holding part of the structure in place. The pink pony shouted something incoherent, waving her hammer about dangerously to emphasize her point, and the rope-pulling ponies shifted slightly to one side. Satisfied, Pinkie drove in another nail and sighted down the rope.

“Pull it tighter!” she was saying as Twilight drew near. “A little more to the left . . . good, hold it . . . now bring the crosspiece over, that's it, up between those two boards . . . that's the way!” Still shouting advice and encouragement, Pinkie hammered vigorously.

“Pinkie Pie?” Twilight said curiously as she drew near. “What in Equestria are you doing?”

“Oh, hi Twilight!” Pinkie said, still working. “I wanted to help out so I tried to think of what I could do, and of course I thought of a victory party, because hey, it's a party, and I throw the best parties in Ponyville, right? I mean, everypony always says my parties are a blast, which is funny, because blasts aren't all that fun sometimes, unless there's confetti involved, because confetti is always fun, don'cha think? So I thought a victory party should be a big party, and that made me think of the Nightmare Night party because that was a really big one, and blasts made me thing about my party cannon, and then I thought about the pumpkin-flingers that we used to fling pumpkins – Luna was so good at that, wasn't she? – and I thought that I can't make more party cannon but maybe I could make some big pumpkin-flingers, and use them to throw other things than pumpkins, and – ”

“Pumpkin-flingers?” interrupted Twilight, staring at the contraption Pinkie was working on – was now climbing nimbly to fiddle with some wheels at the top.

“Yeah!” chirped the earth pony. “Only these babies can fling all kinds of things, so if we have to we can pile whatever stuff we have lying around in there” – she gestured towards a crude wooden bowl, large enough to hold a small pony, which several colts were busy sanding – “and twist that around a few times” – she pointed with another hoof towards a large, spoked wheel, currently leaning against a tree – “and wheee!” A third hoof described a long, graceful arc through the air, than ended when Pinkie lost her balance and toppled from her perch, hitting the ground with a thud.

Before Twilight could react, Pinkie had bounced to her hooves again. “Cupcakes!” she shouted, and a pudgy gray earth pony foal with a plate-and-fork cutie mark appeared, a plate of pastries balanced on his back. Pinkie grabbed cupcakes in each hoof and began stuffing them down her throat with single-minded focus. Within seconds, half the plate was empty, and the pink pony turned back to her work without pause.

Twilight watched with growing concern as Pinkie trotted to the bowl, seized it with her mouth, and dragged it over to a slender log which two fillies were busy breaking the twigs and branches off of. Eyes narrowed in concentration, Pinkie placed the bowl against one end of the log, checking the fit and muttering to herself. She's always a bit hyper, the unicorn thought, but not this . . . focused. Not this manic.

“Pinkie, I know you want to help, but . . . isn't this a little much?” Twilight said anxiously. “Maybe you should take it easy . . .”

“I can't,” Pinkie Pie replied with uncharacteristic sharpness.

“Oh, I'm sure you can –”

“No no no no no, Twilight, you don't understand.” Pinkie dropped her tools and gave Twilight an unnervingly direct stare. “I have to keep working, because I have to help, because I know I'm no good in a fight, but we have to fight, Twilight, because if we don't there won't be any more parties, there won't be any more friends to have parties with. And that means I have to help with the fighting, but I hate the idea of fighting, I hate hurting people, even if they're not very nice people, but if I don't they're going to hurt my friends, so I have to do something. And I thought, maybe this way I could help without actually fighting, but I have to pretend it's all a game, I have to focus on making my contraptions and not think too hard about what those contraptions are going to do, because if I start to think about that I don't know if I'll be able to help anypony.” Pinkie took a deep breath, her blue eyes very wet as they stared into Twilight's. “So that's why I have to work, and I have to stay working and not stop to think, and I know you're worried for me, Twilight, but I'll be fine, and you have a bigger job than I do, so you go ahead and do that, and help save everypony, and then we can have that victory party, okay?”

With that she was gone, busy tying rope to boards and haranguing her assistants with demands for more cupcakes. Twilight gazed after her, feeling strangely helpless.

“If you say so, Pinkie,” she whispered.

Oak Hoof had never seen anything like this. In the open area to the north of Ponyville, the earth ponies were assembling: hundreds of them. Organized and cooperative by nature, they formed themselves into neatly ordered ranks under the careful scrutiny of Big McIntosh – or rather, Captain Crimson.

Oak Hoof shook his head. He had been the head of the town watch for a lot of years, and thinking of solid, dependable McIntosh of the Apple family as a soldier – as a war hero – was going to take some getting used to.

Still, better McIntosh be in command than Oak Hoof himself. The brown earth pony had joined the town watch out of a desire to safeguard his community, as well as – he had to admit – the chance to impress the mares. Ponyville was a quiet town, and the watch mainly dealt with finding runaway foals, fighting fires, and arbitrating the occasional disagreement. Oak Hoof was confident in his ability to administrate the dozen or so watchponies under his command, but there was all the difference in the world between that, and leading hundreds of ponies into battle.

The others seemed to agree, he noted. As McIntosh spoke, they hung on the big red earth pony's words. McIntosh had a quiet strength, a sort of elemental solidity, about him. Whatever he told you, you could believe.

“Ah need leaders,” he was saying just then. “There's gonna be all kinds of chaos and craziness, and y'all ain't always goin' to be able to hear me or Miss Twilight. So we're gonna divide y'all up into companies, each with a Lieutenant in charge. Y'all will do whatever he or she says – whatever he or she says – unless you hear different from me or Miss Twilight. Understood?”

There was a general muttering of agreement, but McIntosh wasn't finished. “Ah need y'all to be clear on this,” he said, his voice – calm but loud – carrying throughout the field. “There ain't gonna be time to argue or consider. When orders come down, you have to act on 'em fast. And sometimes y'all are gonna hate those orders. They might be to kill, or advance under heavy fire, or pull out when it looks like we're winnin'. Y'all might have to see friends and neighbors die and not be able to do nothin' about it.”

The muttering died down into a sober silence. McIntosh regarded the crowd. “Ah'm pickin' the lieutenants,” he stated. “Ah need ponies Ah know and trust, who can take and give orders, and keep clear heads under stress. If any of y'all don't think you can be lieutenants, speak up fast, 'cause there ain't gonna be no second chances on this.”

He cleared his throat. “Applejack.”

No surprises there, Oak Hoof thought as McIntosh's sister stepped forward. The Apples worked well together, and Applejack herself was known and respected for her courage, integrity and tenacity.

“Steady Gait.”

A stallion in his early forties – dull orange, with a pine-green mane and tail – stepped up to stand beside Applejack. Oak Hoof knew him as a farmer, the head of another of Ponyville's numerous farms, and a solid and reliable member of the community.

“Oak Hoof.”

Although he had half-expected it, Oak started when his name was called. He hesitated only a second before advancing to stand beside Steady Gait. Guess we'll find out if I can do this or not.

“Ambrosia.”

A yellow mare with a white mane stepped forward. Oak vaguely recognized her: a construction worker, he thought. He didn't know her personally, but if McIntosh trusted her, that was more than enough for Oak.

McIntosh gazed at each of the four out of heavy-lidded green eyes. “If y'all don't think y'all can do this,” he said quietly, “speak up now.”

Silence.

McIntosh nodded once. “All right then,” he said. “You'll each be in charge of 'bout a hundred ponies, and –”

“Ahem,” broke in a cultured, male voice. “A word, Mr Apple?”

Oak and the others turned, to see a tan pony, his black mane streaked with gray, a crisp tie around his neck: Filthy Rich, the wealthiest stallion in Ponyville. What does he want? Oak wondered. He didn't entirely like Filthy; the businesspony's mannerisms grated on him, as though Filthy considered himself better than others just because he had plenty of bits.

“I understand you and Twilight Sparkle are organizing the defense,” Filthy Rich went on, ignoring everypony but McIntosh. “I wonder if I might speak to the ponies for a moment, in regards to the . . . current unpleasantness?”

McIntosh returned Filthy's gaze for a moment, then nodded.

Filthy turned to face the assembled earth ponies. “You all know me,” he said. “I'm Mr Rich, Ponyville's preeminent businesspony. I employ some of you, and I have a lot of assets in Ponyville.

“My house is large, and it's located in the center of town,” Filthy continued. “It's probably the safest place anypony will be able to find until this . . . business is over with.”

That's great, thought Oak Hoof sarcastically. Is he really gloating over how safe he'll be in his manor while the rest of us are off fighting?

“If any of you have foals or loved ones you're worried about, send them there.”

Oak glanced at Filthy in surprise, but the older stallion seemed completely serious. “My little Diamond Tiara is staying there, along with several other foals, and Miss Cheerilee and Miss Derpy Hooves will be there as well to help keep an eye on the little ones. My house can hold a lot of ponies.

“Also,” Filthy went on, “I understand that a number of local businessponies have volunteered their time and services for the common good. The Cakes are providing free food, and others are doing what they can. This could get expensive, and we have no way of knowing when, or if, a chance will come to recoup those losses.”

What, is he going to offer business loans?

“Keep track of those expenses,” Filthy said. “When this is all over with, bring them to me, and I'll cover fifty percent of any goods or services donated to the defense of Ponyville.”

Oak and Steady Gait exchanged startled glances as more muttering broke out among the earth ponies, but it was appreciative muttering. Did I hear right? Maybe I misjudged the old scoundrel after all.

“That's right neighborly of y'all, Mr Rich,” Applejack said with a nod, “and Ah'm sure we're all just as grateful as can be.”

“It's the least I can do,” Filthy replied. “You're setting forth to defend our town, and I find that my money and business acumen are suddenly rather worthless. I assure you, it's not a pleasant feeling.”

“Well, we're glad to have you on our side,” Applejack told him sincerely. McIntosh nodded.

“Eeyup.”

Filthy Rich nodded to the Apples and the other lieutenants. Then he stepped away and, to Oak Hoof's utter astonishment, took a place in line next to the rest of the earth ponies. His neighbor, a yellow mare with a strawberry mane, regarded him dubiously.

“Um . . . beggin' your pardon, Mr Rich,” Applejack said, “but . . . what are you doin'?”

“I'm going to fight,” was the calm reply.

“No offense,” the mare said, “but you just said how you're a businesspony, not a fighter. And, to be honest, you ain't young any more. Are you sure . . . ?”

“Miss Apple,” Filthy replied, “it's true. I'm not a fighter. I'm a banker. But I heard what you said, about the diamond dogs and the griffins. Others may doubt the scale of the threat, but the word of an Apple is all the proof I need, and these reavers won't care how much money I have or what kind of business plan I can devise.

“My little Diamond Tiara is in danger,” he continued, a tremor in his voice. “Don't ask me to stay behind and do nothing. I can't. I won't. Not while my daughter's at risk.”

Applejack glanced at her brother, but McIntosh regarded Filthy expressionlessly. After a moment, he spoke.

“Mah Granny always spoke well of you, Mr Rich,” he allowed. “Said you were a pony whose word was good. So tell me. Can you take orders as well as you give 'em? Can you follow commands even if you disagree with 'em? Can you obey the ponies Ah put in charge, regardless of whether or not you know or like 'em?”

Filthy Rich nodded silently.

“Can you march out there knowin' you might not march back?” McIntosh pressed. “Knowin' Ah might have to order you into a hopeless fight, to keep others safe?”

“Mr Apple,” Filthy said in a quiet tone, “my daughter is in danger. If you can keep her safe, you can send me down a dragon's throat and I won't say a word.”

McIntosh regarded the older pony for a long moment. Then he nodded.

“Glad to have you with us, Filthy.”

The unicorns, Silver Gleam soon found, consisted of nearly two hundred ponies, all equally determined to do their part to defend Ponyville but with no clear idea of how to go about it.

“Greetings, everypony,” he began. “I am Silver Gleam, Lieutenant of . . .”

He trailed off, realizing that the unicorn company had never been formally named. Four hundred eyes focused on him. Can't get nervous, Silver told himself. Twilight is counting on me.

“Lieutenant of – Violet Company,” he continued. “That's you. I'm going to teach you all how to use your magic to fight.” He paused, surveying the assembled ponies. “So. Let's begin.”

Working quickly, Silver ran them through a series simple tests to determine their raw magical power as well as skill and finesse. The results were about what he expected – most of the Ponyville unicorns were of average ability, with a few being significantly stronger. A couple of them were close to his league – without false modesty, Silver knew his magical strength was well above average. He suspected that many of his erstwhile students could improve markedly with time, but time was exactly what they didn't have.

“All right, enough of that,” he said after the initial assessment was done. “We'll form teams now. Try not to bicker with your teammates.”

After first calling the twenty strongest aside, Silver divided the unicorns into teams of nine each, based essentially on who was standing close together. Gathering the twenty strongest around him, he addressed them.

“You will be the Decanii – that's Old Tongue for 'leader of ten.' You'll each be in charge of one unit, and will be responsible for the actions of the unicorns in your unit. When orders come down, from myself or General Twilight Sparkle or Captain Crimson, it's your job to see that they're carried out as quickly as possible. Anypony who feels they can't handle this, speak up now.”

To Silver's pleasure, nopony dissented, though several bore apprehensive looks. The gray unicorn nodded briskly. “Excellent. On to combat spells.”

Silver instructed the Decanii in the few warlike spells he knew well enough to actually teach: a bolt of lightning that stuck down from above, and a burst of energy that was a variation on the basic telekinesis spell every unicorn could perform. Silver had never actually struck anything living with either spell, but he was confident that either one would give an attacker pause at the very least. The telekinetic burst, when he demonstrated it on some old barrels, blew them apart in a satisfactory manner.

The Decanii soon mastered the two new spells, and Silver delegated the task of teaching the others to them. He wandered among the various units, demonstrating here and clarifying there, until everypony had at least grasped the basics. The field in which they were assembled soon resembled a berserk thunderstorm, as lightning bolts crackled madly and bits of debris were blasted here and there by inexperienced telekinesis.

It would have to do, Silver Gleam decided, watching with a critical eye. It would have to, because they had no choice. He was no military commander, and they did not have the time to make a truly efficient fighting force. They would have to get by on courage and luck.

“Rarity, what's going on in here? Spike said you needed something from me.”

Twilight glanced around at the Carousel Boutique, having finally snatched a few minutes to check in on her friend. The place was a complete wreck, with bolts of fabric piled helter-skelter, ribbons scattered across the floor, and the modeling dummies piled in an untidy heap. Opalescence, Rarity's white cat, played idly with a button.

“Oh, Twilight, thank goodness you're here!” Rarity appeared from a far corner of the boutique, her mane frazzled, her work glasses balanced on her nose. Behind her, surrounded by the pale blue of her magic, floated an array of needles, thread, gems, scissors, and other tools of her trade. The white unicorn moved quickly to a modeling dummy, which was wrapped in a bulky-looking sleeveless coat of some sort, and began carefully stitching gems to the coat.

Further back in the shop, Twilight saw more activity. Cheerilee the schoolteacher was there, unrolling bolts of heavy fabric along with a couple of young schoolfoals Twilight didn't recognize. Applejack's little sister Applebloom, an unusually serious look on her face, wielded a pair of scissors in her nimble tail as she cut out what looked like vest patterns. As she snipped each one free the other two Cutie Mark Crusaders, Scootaloo and Sweetie Bell, tossed the patterns onto an untidy stack and snipped up the leftover bits of fabric, stuffing them into an overflowing basket.

“Twilight, dear, I know you're already overworked, but I need to ask you just one favor,” Rarity said, still focused on her work. “I need those brave warriors who are going out to fight that horrible Fallax Equa person to come by my boutique . . . preferably in small groups, say, ten at a time. Could you arrange that for me please?”

Finishing with the gems, Rarity levitated the . . . coat? . . . off the dummy and set it down atop what Twilight at first took to be a pile of discarded material. A closer look revealed it to be more coats . . . a lot more coats. They all had the same crude, bulky look about them, far different from Rarity's normal sleek and elegant designs, and all were studded with gems.

“Rarity . . . what are you doing?” Twilight demanded, confused. “All those coats . . . they look awfully, um, simple compared to your usual work.”

“Not coats, darling,” Rarity corrected, already laying a new pattern from the stack over the dummy. “Armor. Big McIntosh gave me the idea. Padded armor for those brave ponies who will be defending Ponyville.”

“Armor?” Twilight scrutinized the coats. They were thick and heavy, obviously stuffed with crumpled bits of fabric for padding. They might just help against claws or teeth . . .

Working quickly and with none of her usual eye for fine detail, Rarity laid a second pattern over the first and began sewing the edges together. As the magically-controlled needle flew, she levitated bits of material from the basket and began stuffing it between the layers.

Twilight gasped. “Rarity, is that your gold silk? I know how much that cost you, and now you're using it for padding?”

“It's worthless for the covering,” Rarity remarked absently.

“But –” Twilight glanced around the shop, at the pile of crude vests, at the industrious Cheerilee and the foals, then back to Rarity. “Rarity, your shop! Your supplies!”

“I know.” Rarity paused in her work, looking at Twilight over her glasses. “I've spend the better part of six years stocking this shop. I know the value of every thread and ribbon in here, Twilight, down to the last bit. And if what I have here can keep one pony safe, if it can protect even one brave pony from death or injury, then I will give it all gladly and call it a bargain.”

She turned back to her stitching. “Now, do you think you could arrange for the earth ponies to come by for fittings? The fit won't be terribly good, of course, but at least I can make sure it doesn't chafe.”

Dumbly, Twilight could only nod.