The black locomotive rumbled along the rail lines at a steady speed. Heavy was busy in the drivers' cabin, shoveling coal in to keep the steel behemoth warm and happy with a small smile on his face. As for the others, they were enjoying a luxurious ride in the only train car attached to the engine. While ponies some were getting a small nap, others were talking idly amongst themselves, taking glances at the strange creatures that had helped them escape a horror show. Scout and Rainbow Dash were bickering back and forth, trying to claim that one was faster than the other, or telling stories of how fast they went once. Most of Scout's stories fell short after Rainbow Dash told him of the time she pulled off a sonic rainboom for the first time.

Twilight and Engineer were talking about science and technology in the front of the train car, giving each other tips and advice on their theories and algorithms. Much to Twilight's surprise, most of Engineer's algorithms matched hers exactly on the topic of arcane sciences. Applejack sat nearby, not really taking part in the conversation, but mostly listening to Engineer talk. She held a small smile as she listened to his voice.

"Looks like somepony has a crush~" Pinkie Pie said in a low, sing-song tone. Applejack spun around to the party mare, a blush erupting over her cheeks.

"A-Ah do not! Ah just like his voice..." she mumbled quietly. Pinkie giggled behind a hoof and patted Applejack's shoulder.

"It's okay Jackie! I won't tell anypony!" she said, bouncing away to group in the back of the train car. Applejack sighed a bit and turned back to the conversation, her blush slowly vanishing from her cheeks. As Pinkie bounced closer to the group, she passed by Medic, who was wrapping Cheerilee's leg in some gauze.

"Zhere, all fixed. Just try und stay off it for a bit." Medic said, looking at the teacher.

"I just can't believe I didn't notice it was sprained." Cheerilee said meekly. "It's a good thing this is your profession." she added.

"Adrenaline und a sense of determination can block out any pain." Medic replied simply.

"I can't thank you enough. How are the kids?" Cheerilee asked, looking to the group of napping students.

"Most of zhem are fine. All of them have been through trauma und may need to see a psychologist. Vhere vere zhey vhen zhe attack happened?" he asked Cheerilee.

"We were visiting the concession area of the town square party. We had stopped by the Sweet Apple Acres stand to buy some small snacks, when we heard somepony scream. We figured that somepony had gotten spooked and ignored it. But when this crazed mare tackled Big Macintosh out of nowhere..." Cheerilee trailed off, her features going pale as flashbacks of her coltfriend being attacked and devoured ran through her mind.

"Frau Cheerilee, stay vith me." Medic said, snapping his fingers a bit. Suddenly Cheerilee lunged for him, putting her hooves on his shoulders. Her eyes were wide, the pupils shrunken, full of fear.

"Promise me." she said quietly. "Promise me you'll protect them if I'm finished off..." she continued quietly. She stared long and hard into Medic's eyes, pleading him to promise.

"I-uh, I...I cannot promise anyzhing...but I vill do mein best to keep zhem alive." Medic said solemnly. Cheerilee smiled a bit and back off from Medic, laying down on the bench.

"Thank you." she said simply. Medic nodded and stood up, closing his medical bag.

"Anybody else who needs assistance?" he asked. The mercs and ponies all looked up and shook their heads in response. "Good." he said simply, sitting down on an empty bench and staring out the window. On the horizon, a large mountain loomed over the lumbering train. "Fraulein Sparkle. Vhat iz zhat mountain?" he asked. Twilight trotted over to the windows and looked out, a smile forming on her lips.

"It's Mount Canter! We're close to Canterlot!" she said, staring at the capital city that jutted out from the face of the mountain.

"Ah'll be. Ya'll certainly know how to build cities." Engineer said as he started out the window also. Soon, the mercs and ponies were all staring out the windows to the capital city. Soon, the train rounded a corner and approached a tunnel at the base of the mountain. Heavy pressed a button and the engine's light sparkled to life, illuminating the dark tunnel.

Only to have thousands of eyes reflect back in the darkness, an unholy collection of screams unifying into one terrible shriek as the train approached.

"Trouble on tracks!" Heavy yelled over the train's intercom. When the engine entered the tunnel, it meet a river of rotting flesh and hungry maws. The cow catcher on the front of the engine split the rotting river like a plow through fertile soil. Zombies were swept aside in an unending wave, some being dragged under the engine and crushed to a bloody pulp as the train sped along. As the train climbed the dark tunnels inside Mount Canter, it would often plow through horde after horde of undead. As the train crested the final curve in the mountain, the exit could be seen, leading to the Canterlot train station. "We're almost there." Heavy announced over the intercom. As the train began to slow down, Twilight looked out the window at the Canterlot skyline.

The skyline was devoid of light. The tall spires stood like tombstones over the smaller buildings of Canterlot. Smoke was rising from a point in the back of the Royal Castle.

The sight put Twilight's heart into a vice grip of fear and worry.

"It looks..." she began.

"Empty." Soldier finished. Twilight looked at the merc in surprise. His jaw was set forward, his lips holding a small sneer, the brim of his helmet hiding the possible rage in his eyes.

"We can only hope your leaders are safe." he said simply, turning away from the window. Twilight turned back to the skyline just as the train came to a steady stop. With a hiss of air, the train whistle blew to announce its' arrival to any survivors.

"We're here." Spy said, his face set with grim determination. "Come, we shall disembark and make our way up to the castle."

"Can we stop by the Eastern End first?" Vinyl asked suddenly. "I...I want to make sure Octavia is okay..." she said.

"Fine. Scout and Soldier, go with...Vinyl, was it?" Spy asked. Vinyl nodded in confirmation. "With Vinyl to her home. As for the others, you go with us up to the castle. We need to find refuge for the civilians." Spy said. Scout and Soldier nodded, leaving with Vinyl.

"And what about me?" Timeless asked, approaching Spy.

"You? You go with the civilians, of course." Spy said simply.

"Afraid I can't." Timeless said simply. He pointed to a small patch on his khaki vest. It was a white circle with the silhouette of an alicorn spread eagle in front of a rising sun. "Part of the Celestial Dawnguard. I got with you and your team and report to Princess Celestia; if she's alive that is." Timeless said simply. Spy gave a small sigh.

"Fine. You can go with us. Engineer, Pyro, and Demoman. You three go with the civilians. Try and find a community center to hold up in. Heavy, Sniper, and Myself will go with Twilight and Timeless up to the castle." Spy ordered.

"Whoa whoa whoa there buddy. If Twilight goes, we go also." Rainbow Dash said with a determined stomp.

"Always 'ave. Never went without 'er. 'Cept that one time with tha' mirror." Applejack said. "Princess said we'd disrupt some sort of cosmic balance in anotha' universe." she continued.

"Fine. You six, stay close to us then. We don't need to be loosing you." Spy said. The Mane Six all nodded together and left the train with Spy and Sniper. When they passed by the engine, Heavy was busy finishing off the zombies that had gotten stuck in the train's cow catcher. Sniper whistled for Heavy to come along. Heavy hefted his minigun and joined the mares and two mercs as they left the station and stepped onto Mane Avenue.

As the three groups split off into Canterlot, each became overwhelmed by the sense of being watched.

Author's Note

Not as action packed this chapter, sorry.
But I hope you enjoyed it!