Rainbow Dash was moving at top speed. Every where she turned her ponies were being overwhelmed, nay decimated. She did everything she could to relieve them, but not even she could be everywhere at once.

She was exhausted. Her muscles felt like they were on fire. Her heart was pounding like a hammer in her chest. If she was getting tired she could only imagine how the others felt.

She dove into a squad of pegasi guards, taking on five at once. In the corner of her eye she could see a gilded chariot coming out of the rising sun and another train pulling into the station. She cut down the last guard and gave a closer look. The chariot pulled up next to Twilight's castle where Colonel Armor obviously set up his headquarters. What caught Rainbow's eye was the vehicle's two occupants, Celestia and Cadence. "So they're all here. Great! Now we're all doomed."

Rainbow racked her mind, searching desperately for inspiration. There had to be some way to turn this around. Rainbow Dash never believed in a no win situation and she didn't plan on starting today. She was sure she could find a way, but first she needed to save her troops. She dove down to them and shouted, "The barricade is lost. Everypony get back inside town hall now!"

The Republicans made a break for the doors. A few of the braver and stronger ones tried to drag some of the wounded in. Rainbow's heart skipped a beat when most of them were rewarded with a bullet in their backside. When she saw Gilda and Pinkie she almost couldn't believe her eyes. Both had gone absolutely berserk. They stood back to back atop a sizable mound bodies and spent party gags hacking and slashing away at their opponents. Rainbow had to practically ram them to get them out of their blood rage and send them back inside.

Rainbow hovered just above the doorway. Most of those still standing were inside. However, there were still several small pockets of Republicans fighting desperately for their lives. They were cut off and surrounded, unable to flee and unable to be rescued. She wanted to help them, but there was no time. The wave of guards were closing in on the doors. She zoomed inside and closed the doors behind her.

Applejack limped over to her, "I don't think we've got much more fight in us Rainbow. I hope ya've gotta plan." The blue pegasus scanned the tattered remains of her army. Most were injured. They had run out of medical supplies. Some of the worst ones were simply put of their misery. The dead were stacked unceremoniously along the walls to provide some extra cover. Her eye caught the bloody corpse of Scootaloo amongst them. She had to fight back her tears at the sight. She didn't have time to cry.

Rainbow's head was still working at lightning speed. She considered every option, every trick she knew to get them out of this jam. finally she settled on one desperate, suicidal plan.

"We've got to cut off the head of the snake. I'm attacking the princesses head on."

"That ain't much of a plan, Rainbow. Shining Armor will see ya comin' real quick and I'm sure he'll put everyth'n he's got between you and her." They heard the bang of a ram against the door.

"It's the only chance we got," Rainbow leapt into the air to address her troops one more time, "I need any fliers who can still fight with me. I need you to clear the skies for a sonic rainboom. Short of the elements it is the most powerful magic I know. It just might be enough to overpower the Alicorns.The rest of you hold up in here and defend it as long as possible. We can still win this fight. For Luna! For Equestria! For Freedom! Let's finish this."

With a roaring battle cry, the fliers followed Rainbow as she bust a hole in the roof. The others cheered from below; daring to hope for the hopeless. One pink pony's cheering was interrupted by a fit of uncontrollable shaking. Whatever this was coming to, it was going to be a doozy.

Sure enough as soon as Rainbow left town hall dozens of pegasi swarmed the air to meet her. She drew her rapier and set her sights on her target. The two princesses standing at the castle gates. Now she had to get through these guards, AP guns, and Shining Armor. Piece of cake.

She broke into a barrel roll and swiped half a squadron flying a her in a v formation. She glanced to her left to find Gilda took out the other half simultaneously. She smiled at her friend. They had their ups and downs, particularly after Rainbow moved to Ponyville, but there was never another flier who could match Rainbow's flight patterns so perfectly. The pair spearheaded the counter offensive. They danced around each other in practiced precision. None who engaged them lasted very long. One rather stupid orange, blue-maned pegasus actually ordered them to halt. "Hold it right there. You are outmatched. Surrender now and-" His terms were cut short by Gilda's longsword bashing his skull in.

The other Republicans were doing well too. They lost only one of theirs for every 3 guards, but they were out numbered 5 to one. The numbers just didn't add up. As they pushed forward their numbers started to dwindle. There was almost a collective sigh of relief when the pegasi guard started to back off. Then they heard the AP guns.

Rainbow stopped just in time to avoid the concussive blast of a shell. The rest of her fliers weren't so lucky. The AP guns stuck true to their name a took out a third of them in one go. Rainbow had to move fast to avoid another volley. "Everypony get into tornado positions," she ordered.

The all saluted and began to fly in counter-clockwise circles. With the exception of Gilda, who tasked herself to keep the guards away. In no time at all a decent little tornado was blowing apart the artillery. Guards on the ground scattered. Colonel Armor quickly put up a shield over his headquarters to protect the princesses and his troops from the windstorm.

Once the cannons were dealt with the Republicans broke up the twister and hovered just outside Shining Armor's shield. Rainbow bucked the force field, "Come on out your highnies. Face me like a pegasus."

Celestia stared calmly at the revolutionaries, "Rainbow Dash! I know you have grievances against me, but I implore you surrender now and let the bloodshed end. I've already lost my sister to this foolishness. I do not want to lose my element bearers as well."

"It's too late for diplomacy, Celestia. If your not coming out then I'm going in after you." With that, she began to climb. Her air force was close on her tail, keeping the pegasi guard off her. Rainbow continued to climb until the city below her looked like a cluster of ant hills.

Satisfied, she dove for the shield. The wind whipped through her mane as she reached mach speeds. She could feel the power building up in her. The rainbow magic crawled up her body. The energy felt like a rubber band getting tight around her body. At the precise moment Rainbow made contact the shield it was all released in an explosion of color.

The sonic rainboom smashed through the magic field and blew everypony off their hooves. Rainbow didn't stop there. Propelled by her magic explosion, she charged right for Celestia. The alicorn barely managed to parry the rapier approaching at light speed. Still Rainbow didn't let up. She pressed her pressed her attack with blinding speed. Not even Celestia was able to keep up. Eventually the sword found its mark in her leg. The princess stumbled.

Before Rainbow could deal the final blow. Cadence blasted her back with a spell. She twisted in the air and landed on her feet. Princess Cadence and Shining Armor stood in front of the wounded Celestia. The couple lowered their horns in a duelist's stance. Rainbow grit her teeth. She could feel the rainbow energy starting to fade. She couldn't take all three of them alone. Fortunately, she wasn't alone.

Gilda dropped down next to Rainbow Dash, followed by the other Republicans. Rainbow smirked, "You with me on this Gilda?"

"Like ya even need to ask," The griffin pointed her claymore at Shining Armor, "I call the egghead's brother."

"Awesome! the rest of you keep the noponies off our back." She was answered with universal nods.

Rainbow leapt for Cadence and the two crossed horn and sword. Rainbow pressed her attack probing for a weakness in her defense. Cadence may have been an alicorn, but she was clearly inexperienced with combat. It would not take long till she made a mistake.

Meanwhile Gilda and Shining Armor fighting like a cat and a dog. Armor could barely fire a shot off before she tackled him. Latching her claw around his forelegs she tried to drag him into the sky. She barely got him more than a few feet off the ground when he flipped up and locked her head in his rear legs. Sword and magic were forgotten as they tumbled onto the ground. They traded kicks, scratches, and bites. Neither could gain the upper hoof.

Suddenly, Cadence cried out in pain. Rainbow finally broke through her physical and magical defenses and ran the princess through. The pegasus held a victorious grin, but it quickly faded with the light in her opponent's eyes.

Shining Armor detangled from Gilda just in time to see his wife fall to the ground. "No!" he screamed. He levitated Gilda's discarded longsword and thrust it into her.

The rival generals began to circle one another. "Just you and me eh Shiny?"

"First my sister. Now my wife. You are going to die Rainbow Dash."

Rainbow glanced down at Gilda's body, "We've both lost friends and family in this fight, Shiny. Now it all ends here. Let's make it one for the history books."

"So be it." Shining Armor horn shot off a magical blast.

Rainbow jumped over it and spun in for a slash. Armor blocked it with his horn. He shifted his stance and struck with a roundhouse kick. Rainbow easily dodged it.

Back and forth they sparred. Shining Armor kept the defensive, using his magic to his advantage. Rainbow stuck with her tried and true speed and acrobatics. Armor had his years of training in the Royal Guard. Rainbow possessed a natural fighting talent and knowledge of every trick in the Wonderbolt arsenal plus some of her own moves. Neither combatant was willing to yield nor showed any signs of tiring. It seemed like the duel would last forever.

But Rainbow did not have forever. Every second she spent fighting was one more second of her troops fighting a losing battle.She had to end this now. She would have to make a gamble. The pegasus shot into the air and looped around. She accelerated as fast as she could, nearing sonic rainboom speeds. At the last possible second she performed a little aileron roll, her rapier swung around Armor's guard and stabbing him right below his shoulder blade. The sword went directly through his heart, killing him instantly. Rainbow won, but at a cost.

She could feel the momentum leave her body when Shining's horn went into her gut. She pushed the officer off and gripped her bleeding stomach. She struggled to remain on her hooves. She looked at the bodies before her. One princess and one unicorn down. Now who am I forgetting. A beam of yellow magic knocked her down. Oh horse apples!

Celestia towered over the blue mare. Her wound was now healed and she looked as regal as ever. She looked down upon her foe, "you have fought well Rainbow Dash. None would ever doubt your bravery, but now you are beaten. I am giving you one last chance my little pony. Surrender and be forgiven."

Rainbow tried to push herself back up, "I will NOT bow to you." She fell back down. Her vision was becoming blurry. She felt light headed. She wanted desperately to rest, but she can't now. She is Rainbow Dash. Nothing can beat her.

"Very well then," Celestia said solemnly, "I really wish this didn't have to end this way... Tell my sister I love her very much."

Author's Note

This took longer to write than expected. Battle scenes are fun but they need to be choreographed just so. I do hope you enjoyed this. Like comment, critique you know the drill.