Hours passed by with an atmosphere of heavy researching and extensive note taking.

And by research, I mean that the nine mercenaries and their pony acquaintances did little to no research. It only took a mere five minutes for the whole idea and any ambitions of researching on how to defeat Smert' to be thrown out to the hungry hordes below.

"Listen here horn head! I claimed this book, and I WILL read it!" Soldier snapped bitterly as he held a thick book away from Twilight.

"Horn head?! Look here ape boy, that is my book, AND I'M GONNA READ IT!" Twilight yelled angrily as she tackled Soldier, her hooves scrambling to grab the book from his grasp. Soldier used his free hand to push her muzzle away, keeping her at arms length. At a moments' notice, Twilight's horn flared up and plucked the book from his grasp, then proceeded to thwack him over his helmeted head with the object. Soldier grunted angrily with each impact, trying to bat her away with his hands.

Off to the side, the remaining ponies and mercs watched with a collective bemused smile as they watched Soldier and Twilight tussle.

"I warned him to not get in the way of her when she's researching." Pinkie Pie said simply.

"That's Soldier for ya'. He's gonna do whatever he wants to complete a task given to him." Scout said he reached over to the tea cup next to him and took a sip. "Ya' know, this tea stuff ain't half bad." he commented as he set the cup aside again. As the two fought before them, Rarity gave an unamused sigh and trotted forward, her horn flaring up in a field of blue as she enveloped the two combatants in a field of levitation magic.

"That is enough out of you two! Honestly, act your age, not your shoe size!" Rarity said bitterly as she floated Soldier and Twilight away from each other. "Twilight, you stay in your corner with your book." she said, looking over to Soldier. "And you. You just stay by the window and watch the sun rise. It's quite lovely when it crests the mountains." she said, giving a satisfied nod now that the two were away from each other. "As for everypony else, we must gather some notes on how to defeat this Smert' character." she said, trotting over to a large bookshelf and scanning the spines.

"Uhm, I hate to interrupt..." Soldier trailed off as he pointed out the window. "...But why is there a maggot farm flying straight towards me?" he asked. Immediately, Sniper lunged and pushed Soldier out of the way. In a fluid motion, he drew his Bazaar Bargain rifle and flung the window open, sighting through the scope. With a crack, the rifle fired, but Sniper gave a cry of shock as he dived out of the way opposite of Soldier. The target in question roared through the window and impacted the ground with an nausea inducing CRACK!!. Immediately, everyone in the room back away from the new arrival, keeping a wary eye on the rotting corpse.

"Oh no...it's Derpy..." Rainbow Dash said sadly as she recognized the bright blonde mane under the layer of rot and gore. She slowly approached the rotting pegasus as it laid on the floor, caked in a layer of dark, dried blood.

"Be careful..." Medic growled as he kept his Blutsauger trained on Derpy's form. With a twitch, Derpy's neck craned up, popping in multiple places as her bloodshot eyes stared at Dash. Rainbow gave a cry of fright as she bolted away from Derpy. The wall-eyed orbs in Derpy's skull panned around the room, her exposed teeth and jaw giving the living a grim grin.

Slowly, the zombie stood onto her hooves...

...And gave an unholy roar. Immediately, there was a cacophony of contorted roars from outside the window. On instinct, Medic fired a burst of syringes into Derpy's torn features, dropping her and silencing her roar.

But it was too late.

"Uh, guys? We might wanna move." Scout said as he pointed out the window at the approaching cloud of zombie pegasai. With a lavender field of Twilight's magic, the window was sealed shut just as the first of the undead slammed into the exterior wall. In a second, the wave of undead began to slam their rotting hooves and forms into the window, trying to break it down to gain entry. Soon though, more began to pile against the other windows, hoping to break in. Twilight's magic stretched from just one window to cover the entire wall, reinforcing it.

"We need to move now!" Dash yelled as she sped for the entrance to the study. With the others hot on her tail, the group ran away from the window, the humans keeping their various weapons trained on the windows in the event of a breach.

"I'm struggling here! There's too much force outside! My magics' starting to break!" Twilight yelled as she poured more magical force into her horn, sparking a second layer of over glow, soon followed by a third and a fourth layer as she planted her hooves. "Where are the Princesses?!" she screeched, her face contorted in pain and concentration.

"Right behind you..." came the rattled voice of Princess Celestia. As one, the group of survivors turned to look at the solar ruler as she stood on the balcony above them.

Rarity gave a scream of terror and fainted on the spot.

Her pristine white coat was stained red with fresh blood. A deep bite mark adorned her neck, accompanied by a chunk of flesh and fur missing from her form. Her once majestic mane now laid flat and unkempt, splotches of blood adorning the grey colors. At the corners of her mouth, foam collected and popped as she wavered from side to side, struggling to keep her balance.

"Holy crap! What happened to Sun Butt?!" Scout commented as he turned his Shortstop to train on Celestia, his grip slightly shaky by nervousness.

"Luna...was bitten in the night...a dead guard got into her room and infected her...I went to check on her and..." Celestia was cut off by a jolt of pain that visibly surged through her form. The remaining white of her coat turned to a murky grey as her stomach and chest began to rapidly become thinner and thinner, revealing her ribcage and stomach cavity. "GO!" Celestia roared as her horn flared a dirty yellow to fling the study doors open.

"But Princess!" Twilight countered as she maintained the magical barrier.

"I SAID GO! YOUR FINAL LESSON IS TO LIVE ON! MOVE TWILIGHT SPARKLE!" Celestia roared as what was left of her Equinity left her. Without hesitation, Rainbow Dash scooped up Rarity's faint form and sped out of the room, followed by the rest of the pack. With a cry of pain, Twilight released her magical barrier and began to run, taking one final look at her mentor's corpse.

At that moment, Celestia rose and roared, forcing Twilight to run for her life before she became a meal for the undead alicorn.

As Twilight ran, tears streamed down her young face as she ran towards her friends, her memories of Princess Celestia flashing through her mind.

"Let's go bookworm!" Soldier yelled as he kept his Direct Hit raised, ready to blow anything and everything to Hell. As the pack ran out of Canterlot Castle, they were greeted by the sight of Celestia's sun rising into the sky, sharing the space with Luna's moon. Everyone and everypony gawked in shock as the moon passed before the sun, purging the sky and land into a blood red. Behind the group, an unholy roar sounded as a group of undead royal guards came surging from an adjacent hallway, making a bee line right for the survivors. Spy turned to Twilight.

"Can you get us out of here!?" he asked in a panicked tone. Twilight nodded, her eyes still flowing with fresh tears as her horn flared up. In a moments' notice, the entire group was surrounded by a lavender dome of magic, then they were all engulfed by a bright light that sparked from the center of the dome.

A second later, the survivors were gone...

...Only to reappear on the abandoned platform of Canterlot Station. Sitting on the rails before them was the black behemoth of a steam locomotive.

"Everyone on train!" Heavy roared as he ran for the driver's cabin with Engineer. Without hesitation, everyone clambered into the luxurious passenger wagons and locked them down, the mercs training their weapons out the windows, ready to fend off any attackers.

"Come on Heavy! Load the coal faster!" Engineer yelled as he got the various valves and pressure gauges up to where they needed to be. heavy grunted angrily as he grabbed whole handfuls of the coal, throwing them into the open furnace that was the trains' heart. In a matter of minutes, the train had enough steam to begin surging forward, the mighty wheels squealing against the rails as they tried to grab some traction. Soon though, the train began to move forward towards the dark tunnel that led out of Canterlot mountain.

As the train moved into the tunnel, Twilight and the others took their one final look at Canterlot Castle, saying a last good-bye to Princess Celestia and Princess Luna. Twilight sent a tear filled prayer up to Faust, wishing that she looked over their souls as they ascended to join the Heavenly Herd.

~~~ooo000ooo~~~

"Did we even learn anything on how to beat Smert'?" Spy asked, looking to the ponies and mercs.

"Spy, we were only in d'ere a few hours before we could really do any diggin'. We probably would've found something if Soldier hadn't started shit." Scout said bitterly as he flashed a glare to Soldier.

"Look here munchkin, it was the purple ones' fault for getting pissy over a book!" Soldier retorted, pointing an accusational finger at Twilight as she sat on a bench, sulking over her closest loss. At the mention of her though, her head perked up, her face contorted with sorrow and anger.

"Me!? ME!? YOU'RE THE ONE WHO SAUNTERED OVER AND GRABBED THE BOOK I WAS TAKING NOTES FROM!! DON'T YOU DARE TRY TO PUT THIS ALL ON ME!!" Twilight screamed, fire raging in her bloodshot eyes as she jumped to her hooves in anger. "I LOST MY MENTOR! I LOST A SECOND MOTHER!"

And that's what sent Twilight over the edge.

Her voice hitched, the anger immediately leaving her features as she fell to her haunches and began sobbing, her speech comprised of nothing but gibberish and hiccuping. In an attempt to comfort their heartbroken friend, Applejack, Pinkie Pie, Rainbow Dash, Rarity, and Fluttershy gathered around Twilight and gave her a group hug, Twilight burying her features into the hug as she wept.

"Ya'll might wanna go inta tha next car. Give her some space fer a bit." Applejack suggested softly as she petted Twilight's mane as the others gave signs of agreement with the farm pony.

"I couldn't agree more. Come." Medic said as he walked past the group hug and towards the second train car where the civilian ponies were. Close behind, the eight other mercs followed in a glum silence, some of them giving quiet apologies as they passed by. Upon entering the car, Medic asked the civilian ponies to go into the third train car, as to give the mercs some space. Once the door was closed behind the back of the pack, Medic lunged and pinned Soldier to the train car wall with a roar of anger, a syringe ready to strike in his grasp.

"YOU DUMMKOPF!" he yelled as he readied the syringe with Soldier's eye.

"NOT YOU TOO OKTOBERFEST!" Soldier retorted as he tried to pry Medic's forearm off his throat, but the German just was not having it. Medic simply applied more pressure to Soldier's neck.

"If it were not for your proclamation of "I'm the best reader around!" and proceed to take Mademoiselle Sparkles' book, we might have had an advantage of some kind over our foe. But now, we are down two Princesses, and have no idea where this Smert' character is!" Spy scolded angrily, his eyes sharing the same fire that danced in Twilight's previously. "I say we let herr doktor give you a lobotomy and feed you to the undead hordes!" he said venomously. Medic seemed to agree with the suggestion as he gave a maniacal grin, a maddened look occupying his eyes.

"FINE! FINE! I'M SORRY!" Soldier said angrily as she began to struggle for air, trying his best to kick Medic's mid-section. With a lucky shot, Soldier's boot tip slammed into Medic's solar plexus, causing his to suddenly have the air knocked out of him. Both Medic and Soldier fell to the floor, Medic gasping for air as Soldier rubbed his throat.

"Sorry is...not good enough...for vhat you've done..." Medic gasped as Scout helped him onto his feet. At that moment, Timeless peaked his head into the train car, a deadpanned expression present on his face.

"If you two are done trying to kill each other, you'll notice that the train has stopped." he said tonelessly. The mercs all looked around, indeed sensing that the train wasn't in motion.

"And what be the cause o' this, laddie?" Demoman asked.

"Well, there's something on the tracks ahead. A wall of sorts." Timeless said as he backed out of the train car, signalling for all of them to follow. After exchanging a few glares at Soldier, the Mercs all ventured out of the train car and met Timeless outside. He raised a hoof, pointing at the wall sitting on the tracks a few yards ahead of the train.

"If there's a wall, then there's gotta be survivors, right?" Scout asked.

"You're right in assuming this. I've asked Rainbow Dash and Fluttershy to go ahead and make a fly over. They should be coming back here in a bit." Timeless said as he looked towards the blood red skies, looking for the two pegasai. A few moments later, the two pegasai in question swooped down and landed, using the momentum to trot over to Timeless. "Report."

"There's survivors alright. We even managed to make contact with them. They said they'll raise the barricade to let us in, but we've gotta be quick." Dash said.

"Alright then. Go ahead and tell them to raise the barricade. We'll get this thing rolling in." Timeless said as he and the Mercs began to climb back into the train car. With a wave of his hoof, Timeless signaled for Heavy to get the train moving, which was replied with a few whistle bursts as the wheels began to spin for traction again as the makeshift barricade was lifted off the tracks.

Eventually, the train moved under the barricade and past a sign that read "Welcome to Vanhoover".

Author's Note

Sorry this took so long to get out guys.
Life and all, followed by harsh writer's block.
Also, I apologize for suddenly killing characters, but this needs to keep rolling on.