The Siege of Canterlot

by Jerry Peet

Rating: mature
Tags: Adventure, Crossover, Dark, Alternate Universe, Human, Anthro
Length: 9521

When your regime is held together with balsa wood and spit, all it does is beg for a strong wind

Equestria has fallen. Betrayed from within, a surprise attack by an animalistic invader has left the majority of the Equestrian people brainwashed and subjugated. For two years, the men and women of Equestria have had all their sense of free will stripped from them. While the men are brainwashed into becoming vile shells of their former selves, the women have been chained up as servants of their new emperor.

However, not all has been lost. Unbeknownst to the new rulers, Equestria had friends. Powerful Friends.

[img]http://i.imgur.com/K8fiLOT.png[/img] [img]http://i.imgur.com/iyfjjea.png[/img] [img]http://i.imgur.com/csl9y7S.png[/img] [img]http://i.imgur.com/bFNVvnY.png[/img] [img]http://i.imgur.com/RJ4MbY8.jpg[/img] [img]http://i.imgur.com/DzTWEUa.png[/img]

Basic familiarity with Tale of the Valkyrie, Changing Things, and Fall of Equestria is necessary to understand this story. If you are currently able to view this story, please leave. The story is still being written, changes may end up being made to currently existing chapters, and certain themes and ideas are warped while the story remains incomplete. This message will be removed when the story has been submitted.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-11-01 11:45:52 UTC

Prologue - VER 1

WARNING!

The following story contains language, subject matter, and sexist themes that some readers may find unsettling or offensive. If you are uncomfortable with or triggered by such themes, it is advisable that you do not read this story. This work has no connection to the creators/artists of the "Fall of Equestria" comic, and as such any and all displeasure or complaints about this particular work should not be directed toward them or their viewers. If you see someone expressing offense toward this work in the comments, please do not be snippy toward them about it.

Breathing heavily, Ink Rose fell against the fence of a house on the outskirts of Ponyville. Exhausted and her muscles screaming out in agony, she gasped for the fresh, cool night air as she looked desperately around her. All around, lights flickered on and off. No doubt somepony was searching for her.

Trying the door to the house, it swung open and she quickly hurried inside, barring the strong metal locks behind her, before rushing to the back doors and every window to do the same. The metal was unusually firm and warm to the touch. Looking around, she saw the house was decorated lavishly, the furnishings and other knick-knacks seeming otherworldly to her.

Then it dawned upon her. This was Princess Twilight's family home before the fall. Where she'd lived with her wife and daughter before moving to Canterlot...

Her wife!

Ink Rose scrambled around the house, looking for anything that she could possibly use to contact her. Princess Twilight's wife before the fall was an enigmatic creature called a Val'Kyr. A militaristic race that resided in a spaceborn city several light years away. While having been on tense terms for a very long time, the Val'Kyr were now friends to Equestria. And they were powerful. If they had learned what had happened to them...

Ink Rose's thoughts were interrupted when she swung a door open and toppled down the stairs and into the basement. Falling flat onto her face, she yelped in pain as her wing hit the foor at an odd angle. Steadily rising to her feet, she glanced around at the workshop she was in. The basement was lined with racks and workbenches, a massive forge resting in the corner of the room. This must have been where Mrs Sparkle and Sunrise tended to her weapons and armor. In the back of the room, there sat a stone archway. As she approached it, it let out a soft and quiet hum. The drawing sensation it gave felt eerily similar to the Crystal Heart after Princess Cadance had corrupted it. The tempting whisper of the archway both exciting and terrifying her. For a brief moment, she thought that maybe King Dainn had found this house, and that was why it had been unlocked. Or maybe Princess Twilight, who had quickly fallen victim to the Crystal Heart, had gotten here. It was her house, after all.

Either way, Ink Rose couldn't stop herself from approaching the archway, listening to the drawing hum grow louder and louder as she tentatively reach a hand out toward it. As soon as her fingers entered the archway, she was jerked forward and tumbled into a heap on a cold, marble floor. Shivering from the cold, Ink looked up and glanced around. She was on a marble platform that stood above a massive cityscape beneath her. The white stone and metal looking almost heavenly as she shakily got to her feet. The vertigo and her already dizzy mind making her lose her balance as she toppled off the pillar and to the street below. Before she could hit the stone, however, she was caught.

"Whoa there!" said a humanoid woman, holding her steady as she looked her over, "You're Equestrian?"

Ink Rose looked up into the icy blue eyes of the woman. Her hair was a pale white and done up in a braid that stretched down her back.

"My name is Master Tolrah," the woman said calmly, "Are you alright?"

Ink Rose's lip quivered as she buried her face into Tolrah's neck, crying softly. Tolrah stroked her hair as she helped her to stand up.

"C'mon. The Grand Lord is going to want to see you," she whispered softly.

Whispers In The Dark - VER 2

WARNING!

The following story contains language, subject matter, and sexist themes that some readers may find unsettling or offensive. If you are uncomfortable with or triggered by such themes, it is advisable that you do not read this story. This work has no connection to the creators/artists of the "Fall of Equestria" comic, and as such any and all displeasure or complaints about this particular work should not be directed toward them or their viewers. If you see someone expressing offense toward this work in the comments, please do not be snippy toward them about it.

"How? How can we have missed this until now?" Grand Lord Megan said solemnly as she paced her throne room.

There was the soft clearing of a throat behind her and her guests, and Megan whirled around to see two more Val'Kyr striding through the door. One clad in heavy black robes and plated armor, his cloak and hair billowing behind him as he approached the throne. The other was clad in tighter, quieter leather armor, her bright pink hair clashing against the black and brown.

Lord Ryder, and his apprentice Phyaun had finally arrived.

"Ah, Matthew. Thank you for returning on such short notice," Megan smiled, sitting back down in her throne.

"What is this all about, my Lord?" Ryder asked, his eyes scanning over Tolrah and the quivering Equestrian who had been given a cloak.

"This Equestrian has come to ask for our help. While our efforts in the Core press on, Miss Rose here has brought us frightening news of our Equestrian friends."

Ryder raised an eyebrow as he took a seat in one of the chairs arranged in a circle around the throne, indicating to Phyaun to do the same. "Isn't it the responsibility of Princess Twilight to make appeals to us?" He asked. It was a question he already knew the answer to, as it was he who had given the clearance for Princess Twilight to enter the city.

"That is precisely why I called you here," Megan explained, "Equestria has been conquered."

Ryder raised both eyebrows in surprise, "Conquered? By whom?"

Megan shook her head, "Miss Rose seems to be unable to tell us. Whenever she tries, she is driven to hysterics."

Ryder pressed a finger to his lips in thought, "If Equestria has indeed been conquered, then I do not see why she has come here. If they were at war, it would be a different matter. But if Equestria has already been lost, I cannot see how we can be of any-"

At this, Ink Rose jerked up in fear, her voice finally returning to her, "Please! No! Don't make me go back there! Please!"

She fell to her knees and wrapped her arms around Ryder's waist, clinging tightly to him.

"I'll do anything, just please don't make me go back there!"

Ryder looked shocked as he pried Ink Rose's arms off of him, looking firmly down at her.

"I cannot help you if you cannot tell me what has happened," he said as his eyes scanned over a ring of seamless black metal around her neck, "...Where did you get this?"

"The new... k-k-king put them on... every mare and filly..." she shivered, recoiling as Ryder ran his finger over it, "S-Some are... r-r-red and s-some are p-p-purple..."

Ryder examined it. The collar was made of refined iron, the same that would be found on late sixteenth century humans, "Would you like me to take it off?"

Ink Rose sniffled and nodded. Ryder hooked his fingers underneath the collar and gave a gentle tug. The metal snapped at the point of pressure, and he bent it outward and off of Ink Rose's neck. Examining the now scrap metal, he hummed in thought.

"Miss Rose, I want you to tell me who put this on you, and why," Ryder said softly as Tolrah helped her back into her chair.

Ink Rose sniffled, "It was... he was my friend b-before the... before they came and changed him..."

"And why did your friend put this on you?"

"Because t-they do this to a-a-all mares... they make us into p-p-pets and p-playthings... like we're l-livestock."

Ryder looked up to Tolrah and nodded in silent agreement, "Miss Rose, Phyaun is going to take you to the resident quarter and give you a room to stay in. Myself and Tolrah will take a look at what has become of your home, okay?"

Ink Rose's head jerked back up, "You can't go there! It'll... It'll change you! The Crystal Heart does it to all the s-stallions!"

Ryder held up a hand and smiled, "I am quite certain that Master Tolrah can incapacitate me should such a thing happen. Phyaun, take her to an empty apartment, bring her some clothes and something to eat. And as soon as Master Ascentia returns, have her sent to my quarters."

"Aye aye!" Phyaun grinned, hoisting Ink Rose to her feet and leading her out of the room, "C'mon sniffly, let's get you all bundled up!"

Ryder and Tolrah strode through the streets of Canterlot, absolutely baffled. Two years ago, Canterlot was a bustling city of commerce, trade and diplomacy. Now, it's women were in stockades in the street, used as public 'facilities' while the walls of every building were plastered with posters of anti-mare propaganda. Ryder glanced at one, featuring a canary-yellow pegasus being mounted by a Kodo Beast with the caption 'Mares are less than animals.'

"Subtle," he quipped to himself as he and Tolrah approached the gates of Canterlot Castle, where two large creatures stood guard. Ryder recognized them almost instantly. They were caribou. Or at least something resembling the caribou he'd seen before on Earth. These stood upright like the other Equestrians, and were clad in heavy metal armor and each carrying a large spear.

"Halt!" one of the guards snapped, glaring at the two of them, "This cunt should be on her knees!"

Ryder cast a sideways glance to Tolrah, then back to the guard, "I am afraid I do not follow, sir," he said innocuously.

"Does this bitch belong to you?" the guard snarled.

Ryder shook his head, "She belongs to no one. We are outlanders from a far away planet. We are friends to Equestria, and to their Princesses."

The guard laughed in his face, "You haven't been here for a while, have you? The Princesses don't run this kingdom anymore. No mare does."

"I can see that," Ryder said, as he and Tolrah looked around at the spectacle that the streets had become, as two Equestrian men approached a mare in the stockades with a grin on their faces. Ryder gave a tiny wave of two fingers, and the Equestrians seemed to stop in their approach and turn the other way, leaving the mare be.

Turning back, Ryder nodded politely to the guards, "Perhaps you would allow me to speak to the new leadership?"

The guard smirked and lifted his spear, letting him through, "Your bitch has to wait outside."

"There is no need for Tolrah to wait outside," Ryder said softly, giving his fingers another wave.

"Actually, she can go in," the guard said almost immediately, letting Tolrah through.

As they strode into the entrance hall of the castle, Ryder cast a concerned look Tolrah's way.

"You've been awfully quiet," he remarked.

"Given the environment, perhaps it is best if I remained that way, my Lord," she quipped as they ascended the stairs to the throne room, "When in Rome."

Ryder nodded, understanding Tolrah's desire to keep the situation from escalating. The two were permitted to enter the Throne room, and Tolrah's fortitude to keep quiet was truly tested upon seeing what had become of Canterlot Castle. The throne was decorated with four Equine horns. One white, one midnight blue, one pink, and one violet. As Ryder cast his eye down to the foot of the throne, it did not take much imagination to see where they had come from.

Princess Celestia and Princess Luna were chained up at the base, their horns removed and their wings clamped into tiny, wooden casings. The same black metal collar around Princess Luna's neck, while Celestia bore one in red. Upon the throne, sat  large caribou in ceremonial armor and a loincloth, grinning as the two entered. The Crystal Heart hovered above them, uprooted from it's former home in the Crystal Empire. As they drew closer, Ryder could hear quiet, unintelligible whispers in the back of his mind. It seemed that Ink Rose had not been lying about the effects of the Crystal Heart.

'Take her...'

Next to the throne were two Equestrian guards, both unicorns. One white with a blue mane that Ryder recognized as his daughter-in-law's brother, Shining Armor. The other red with a yellow mane and equally yellow eyes to whom Ryder was unfamiliar with. The other two Princesses were nowhere to be seen.

'Take them all...'

"Well well well," the caribou on the throne smirked, "What have we here?"

Ryder and Tolrah appproached and nodded their heads. "I am Warlord Matthew Ryder, of the Val'Kyr," he said softly, bowing his head, "We have had dealings with Equestria in the past. My daughter is wedded to one of their Princesses."

The caribou laughed, "Mares don't have wives. They don't have anything. I believe your daughter is sorely mistaken."

Ryder didn't dignify this with a response, "I have sources that tell me that the Equestrian government has recently seen new leadership. I do not suppose I may ask about this?"

'I... was... pure... once..."

The caribou stood up and approached him, looking down at the Val'Kyr with a smirk, "I am King Dainn. I rule Equestria. All of it's holds, it's property, and it's mares belong to me."

"Indeed?" Ryder asked with a glance toward the Princesses. Celestia was looking at the floor, while Luna's eyes were locked onto him, looking both afraid and angry. Ryder gast a glance directly to her, and noticed the way she seemed to strain against her chains. It was clear that Luna had not taken her eyes off of him since he and Tolrah had arrived. "Tell me, where may I find Princess Twilight?"

"There are no more Princesses," Dainn spat, stepping back, "The mare cunt that used to be Princess Twilight is probably in Ponyville. If you want to use her, you'll have to talk to the mayor, Spike."

Ryder chuckled, something that drew a glare from both Princess Luna and Tolrah, "I have no intention on using anybody, your majesty. I am married."

'Betrayed... by... my... crystal child...'

Dainn scoffed, and returned to his throne, "Why have you come here, outlander?"

"Simply to... welcome to the new neighbours," Ryder smiled, bowing his head, "I trust Equestria's alliance with my people remains intact?"

Dainn's gaze shifted to Tolrah, "Perhaps..." he said with a growing smirk.

Tolrah's eyes narrowed, "Your majesty, I do not appreciate such a gaze."

"Nobody asked you what you thought, cunt!" Dainn snapped.

Tolrah glared as a swirl of frost began to gather in her palm until Ryder cut across her, "You majesty, despite our politeness, our two civilizations are very different. If your gaze is to convey what I believe it conveys, our women are not a tradeable commodity."

Dainn snorted, "You don't seem like much of a ruler if you can't keep your sluts in check."

Ryder smirked, "I am not the Val'Kyr's ruler. I am second in command to Grand Lord Megan Ryder."

Dainn laughed loudly, as did his guards and Shining Armor, "And to think, I thought this whelp looked intimidating! Armor, get him out of my throne room and take his angry cunt!"

Ryder raised an eyebrow as Shining Armor moved to escort him out while three caribou guards advanced onto Tolrah. Ryder remained rigid and unmoving despite Shining Armor's attempts to make him move while Tolrah freezed the caribous' feet to the floor the moment they had gotten too close.

"Your majesty, I do not wish for this to grow out of control or for anybody to be hurt," Ryder said softly, turning to leave with Tolrah, "We shall take our leave and-"

"Outlander, help us!" Luna exclaimed struggling against her chains, "They've brainwashed our ponies! Made us into sexual fodder! My sister and Princess Twilight aren't themselves anymore! The Crystal Heart is a perversion unto itself and this ursurper is a-"

"Shut up, cunt!" Shining Armor snarled, driving his foot into Luna's cheek.

Ryder turned back to the throne, his eyebrow raised while Tolrah looked positively livid. "Pardon me, Princess Luna?" he asked.

'It... burns...'

"Help us!" Luna begged. Shining Armor moved to strike her again, but found himself locked in a telekinetic grip as Tolrah held her fingers rigidly, "This is not a change in leadership! We were betrayed by Cadance! These cowards brainwashed the men and women of Equestria! We are slaves!"

"Nobody told you to speak!" Dainn growled.

"I told her to speak," Ryder said firmly, "What is it that you wish for me to do, Princess?"

"Kill this usurper! I've seen your kind destroy entire cities single-handedly! Free us!"

"I'd like to see them try, bitch!" Dainn growled.

Ryder shook his head, "I cannot do that, Luna. I have told you before that my people are not your personal conquerors. If Equestria truly wished to rebel, they would have done so." He guestured to Princess Celestia, who was nuzzling Dainn's leg and mewling softly. "But, as I have seen, they do not."

'Help... me... please...'

"They are brainwashed! They are not themselves!" Luna pleaded, straining harder against her chains as she tired to stand and approach, "Where is Ascentia? She would understand!"

"She is not here," Ryder said softly, turning to leave and motioning for Tolrah to follow. Luna's desperate pleas and Dainn's raucous laughter followed them out through the gate and into the street. As soon as they were free from the gaze of the palace, Tolrah grabbed Ryder by the shoulders and dragged him into a nearby alleyway.

"What the hell was that in there?!" she demanded, "Luna begged you for help and you just turned away?!"

"And what was I supposed to do?" Ryder asked, raising one eyebrow, "Kill Dainn and throw Luna back onto the throne?"

"Why not?!"

"Tolrah, I understand how angry this must make you, but you are not thinking," Ryder said, taking a poster off a nearby wall, "Look at this. This is not the hand of one man ruling through fear. This is complacency."

Tolrah looked down at the poster. It was Princess Twilight in coveralls, holding her arm like one would when flexing their bicep and grinning widely. In her hand was a stallion's member with the caption 'We Must Do It!' The similarity to a poster from Earth with a far different message almost made her gag.

Ryder threw the poster down at shook himself out of her grip, "I will not deny there is foul magic at play, Tolrah. I could hear the Crystal Heart in my head pleading for help as well. But killing one caribou will solve nothing. As she said herself: the men are brainwashed and a good portion of the women have been reconditioned. I kill their king, they will simply put another on the throne. I cut Princess Celestia free, she will simply go right back to the foot of the throne. I put Princess Luna on the throne, another will simply drag her off of it again."

Tolrah sighed and turned away, "I'm sorry, my Lord. I... I was too... emotional."

"It is understandable," Ryder said softly, laying a hand on her shoulder, "You have as much affection for the Equestrians as Ascentia does. That is precisely why she is not here. If she could see what has become of her wife, nothing would stop her from slaughtering every last man, woman and child in her way."

"She will have to come home eventually," Tolrah explained, "When she sees what has become of her home..."

"That is precisely why something must be done," Ryder finished her sentence for her, "But I cannot be the one to do this. All the caribou and Equestrians will see is one man challenging another for power. Princess Luna and Ascentia will have to be their symbol to rally around."

He glanced out to one of the stockades, where a mare was locked in. He took notice of her distress, which was unlike the bliss written across the face of the mare next to her. Noticing her collar was black while the happy mare's was red, be began to piece everything together. Princess Luna's was black and she had pleaded for help, while Princess Celestia's was red and she seemed quite happy. In the poster, Princess Twilight's collar was also red and she was just as happy. Even advertising to the people.

"And it would seem that the caribou have made finding the dissidents far easier for us," he smirked, "Tolrah, I want you to return to the Capital and speak with Miss Rose, as well as brief Ascentia on what has happened. Tonight, I will break Princess Luna free and find a safe haven for her and any other unhappy Equestrians."

"Why you?" Tolrah asked, looking confused.

"Because I intend to discover what has become of my granddaughter," Ryder smiled.

The Story of Oskar Schindler - VER 1

WARNING!

The following story contains language, subject matter, and sexist themes that some readers may find unsettling or offensive. If you are uncomfortable with or triggered by such themes, it is advisable that you do not read this story. This work has no connection to the creators/artists of the "Fall of Equestria" comic, and as such any and all displeasure or complaints about this particular work should not be directed toward them or their viewers. If you see someone expressing offense toward this work in the comments, please do not be snippy toward them about it.

"C'mon bitch! Get moving!" Soarin snapped as he yanked on Rainbow Dash's leash, "I haven't got all fucking day to make sure you get your walk!"

Rainbow growled in anger as she was dragged down the street, her hands and wrists bound tightly behind her so she couldn't hit anybody. Why Soarin had decided to walk her at night still baffled her. Perhaps he just wanted to deprive her of sleep. Perhaps he simply liked the night. Whatever the reason, Rainbow didn't care. All she could see in front of her was the treacherous swine that yanked her feathers out and put her into a cage. She could remember someone saying something about the Crystal Heart and Cadance, but she didn't care. If she got out of these bindings, the first thing she was going to do was slit this bastard's throat.

A creaking sound rung in her ears from above as Soarin yanked her down a side street and into an empty part of town. The town was empty for a reason. Every since the fall, the southern section of Ponyville had been forcefully deserted. Twilight's house before the fall was just off the outskirts of that neighborhood, and not even the caribou dared to go near it. At first, Spike had tried to live in the house with Twilight and Sunrise, but he and Twilight had quickly grown sick with cancer. They moved closer to the hospital as they were treated, but upon moving back it had only returned. Eventually, they moved into the other end of the town, and the entire neighborhood was evacuated until the problem could be determined.

Rainbow smirked. She knew what had happened, and so did Sunrise. Before the Fall, Ascentia had frequently worked with a metal called 'Saronite' and had built the structure for the house out of it. In it's unrefined form, it was incredibly toxic and carcinogenic. And Sunrise had opened the safe while the Fall was occurring. The only people who were unaffected were Ascentia and Sunrise. Ascentia because a long life with the Val'Kyr had left her immune to it's effects, and Sunrise because she had inherited the immunity from her mother. To Rainbow, it was a brief moment of karmic justice.

The creaking returned louder and more pronounced. Soarin looked around, but could see nothing. He shrugged and continued down the quiet street. Rainbow briefly cast a glance upward, and caught a glimpse of a dark figure crouched on a roof above them before Soarin yanked on her leash.

"Eyes down, bitch!" he snapped, "How many times do I have to-"

His rhetorical question was cut off short as the figure on the roof dropped down into the street. Cutting the leash with a dagger, it drove a fist into Soarin's jaw before grabbing his arm and flinging him over it's shoulder. Dazed, Soarin didn't get up. The figure lowered it's hood, and Rainbow stared directly into the face of Lord Ryder.

"Are you alright, Rainbow Dash?" he asked softly as he approached.

Rainbow backed away, glaring, "Get away from me!"

Ryder raised an eyebrow as he probed Rainbow's mind. He could sense distress, fear, paranoia, and some degree of hatred directed toward him. No... not toward him... toward Soarin... and Dainn... and Twilight. She didn't know who she could trust. Especially not a male of a far more powerful race. The mental comparisions to the caribou were far too many for him to count. Setting his dagger back into it's sheath, he kept his feet planted where they were. "I understand you're frightened-"

"I'm not afraid of anything!"

"My apologies," he said softly, "However, I am here as a friend."

"Yeah, that's what this asshole said!" Rainbow snarled, pointing to Soarin.

"Truly," he assured her, "Princess Luna is at our compound at Sweet Apple Acres. As is your friend, Applejack. There are more of my brethren and yours there as well. Come closer, and I will remove your collar. and restraints."

Rainbow eyed him cautiously, "If you take them off... am I free to go wherever I please?"

Ryder nodded, "Yes, but the compound is safe for the moment. There is no risk of recapture. You are free to come and go at your own risk."

Rainbow took a nervous step forward as a light shone down from the end of the street.

"Hey! What's going on here?!" a guard demanded.

Ryder, no longer having time to goad Rainbow, threw his hand forward and telekineticly squeezed the guard's brain, knocking him unconscious. Moving quickly, he snapped Rainbow's collar off her neck and untied her wrists and arms. Breaking the sheaths off her wings, he squeezed the joints at her shoulders as his eyes turned from their former red to a soft green. Within a few seconds, Rainbow's feathers grew back to their former glory and Ryder let her go.

"Fly, you fool!" he hissed before leaping back up onto the roof.

Not needing to be told twice. Rainbow spread her wings and winced at how stiff they felt. Two years of being locked into those covers had left her very little time to exercise. After a shaky takeoff, she had picked up enough speed to soar out over the buildings, looking down to see  Ryder unchaining the public mares in the town square before she was too far away to see properly.

Rainbow couldn't help it. She tried as long as possible, but it was too much to resist. Swooping down, she pulled up and rocketed into a loop, cheering loudly at being airborne once again. As she soared over the fields of Sweet Apple Acres, her jaw dropped at what the farm had become. A large, stone wall was erected around the farm and the fields, two Val'Kyr each standing at spread out points throughout the perimeter. The Apple Family house had another wall surrounding it, and temporary additions from the Val'Kyr. It wasn't a house anymore. It was a keep. Val'Kyr blacksmiths, tailors, armorers and other workers were set up around the keep, with more structures that Rainbow could only assume were barracks were scattered through the open parts of the farm along with a handful of guard towers. How the Val'Kyr had set this up so quickly had baffled her.

Setting down in front of the house, Rainbow nearly fell to her knees. Landing was just another aspect of flying she'd need to exercise. As she was recovering, she felt two hands on her shoulders pull her back up and the glaring, familiar face of Applejack filled her vision.

"What the hay d'ya think you're doin'?" she demanded, "Screamin' like that over the sky?! You're gonna draw attention!"

Rainbow snickered, "Relax, AJ. I just got busted out of prison and got my wings back in the span of five minutes. I was excited and... what are you wearing?" Rainbow looked Applejack up and down with a snicker. She was wearing a black and brown leather tunic and leggings, with dark brown boots. Identical to the tunics worn by unarmored Val'Kyr.

"It's all they had when they started handin' out clothes," Applejack frowned, "The tailors are tryin' ta make more Equestrian stuff but they don't do too well with clothes not made for combat."

Rainbow laughed loudly, barely able to keep on her feet as a Val'Kyr approached from behind her.

"What's so funny?" Tolrah asked with a frown.

"This ridiculous getup that..." Rainbow stopped as she wheeled around to see Tolrah holding out a tunic for her, "...Oh hell no!"

"It's either that or stay naked," Tolrah frowned, "It's all we have for you."

So what was that you were sayin' about a ridiculous getup?" Applejack smirked.

"Shut up," Rainbow frowned, tugging at the tight cloth and leather, "Ugh! Does this have to be so constricting? I might as well be back in those restraints!"

"Are you saying that some tight clothing is equal to being tied down and raped at every possible opportunity?" Luna asked as she and Ryder strode into the dining room of Applejack's house.

Rainbow looked up at her and laughed nervously, rubbing the back of her head, "No, your Highness..."

"Good," Luna glared as she sat down at the table with Ryder, Tolrah and Phyaun, "Well, Outlander. You set up an entire fortress, broke out so many black collars, and rescued me. I take it you've changed your mind?"

Rainbow's eyes trailed down to Ryder's polished Saronite armor and elbowed Applejack, "The Princess got rescued by a knight in shining armor."

"Yeah Ah laughed when Ah heard it too," Applejack snickered.

"My mind never needed changing, your Highness," Ryder smiled, "Things are simply more complicated."

"Yes, Master Tolrah already explained everything to me," Luna waved him off.

Ryder cast a glance to Tolrah, "So you're Master Tolrah and I'm Outlander?"

"I'm a woman, she doesn't have two years worth of suspicion toward me," Tolrah smirked.

"...Touche," Ryder nodded.

"So does this mean we're killing the King?" Rainbow asked, looking around excitedly.

Ryder, Tolrah and Luna all frowned at her, "Yes, Rainbow. We're killing the King," they all said in unison.

"AWESOME!" She threw her hands up with such force that she threw her chair back onto the floor, "When do we storm the castle?!"

"We aren't," Ryder said firmly.

"What?!" Rainbow sat back up and looked dumbfounded, "Why not?! You guys could tear through the caribou like paper!"

"Because in case you haven't noticed, a good ninety percent of the population is not actively resisting Dainn and his regime," Tolrah explained, "Killing him is like chopping off the very tip of a tree. It will simply grow back."

Rainbow groaned and planted her face onto the desk, "Oh, dammit! Those red-collars ruin it for everybody!" she whined, "Can't we just brainwash them like those jagoffs did?"

"Do you even know how they brainwashed them?" Ryder asked.

"...No."

"Neither do I," Ryder finished as he looked at Luna, "It is clear that the Crystal Heart has a highly influential effect on women as it does on men. But it is unclear on how that effect takes form."

"Takes form?" Rainbow asked.

Ryder looked at her, "Let me ask you, Rainbow. What do you think has become of the men? Were their minds changed completely, or their will to resist taken by the Crystal Heart?"

Rainbow opened her mouth to retort, but stopped. She had not considered this since the Fall. She hadn't ever considered it. One could not blame her. Being enslaved and used as a toy hadn't created much sympathy toward the stallions. No sympathy, if she were perfectly honest. Ryder's question was probably the first time she ever cast a thought toward what effects the Crystal Heart had.

She had heard it. The whispers of the Crystal Heart. Telling her to submit and surrender. But sometimes... when it was quiet enough, she could hear something different. A plea. A call for help. It was quiet. Very quiet. As if the Crystal Heart was in pain and desperate for someone to rescue it. She remembered Princess Celestia saying that when the Crystal Empire was filled with hope and love, that those traits were reflected across all of Equestria. And if hatred and fear took over, the same would happen. Cadance had warped the magic of the Crystal Heart, and it's power to influence Equestria had seen disastrous effects.

"I don't know..."

"It is clear that the Crystal Heart is the center of this entire regime," Tolrah explained, "And given the types of ponies who can resist it..."

She cast a glance to Luna, Applejack, Rainbow and Big Macintosh; who was tending to the crops outside.

"...It's effects on women seem to be entirely persuasive rather than dominating. It's hold appears to only be absolute on the weak minded."

"Are you calling my wife weak minded?" came a cold voice from the doorway.

The five of them turned around and Princess Luna smiled.

"Mrs Sparkle," she said, "How good of you to join us."

Ascentia glared down at them, "Where is she?"

Big Macintosh sat out on the front step of Sweet Apple Acres, looking out at the night sky. A heavy sigh fell from his chest as his eyes cast back to the ground. Before the Val'Kyr had come and turned his farm into a fortress, he had done some truly terrible things. Applejack and three other mares belonged to him. He had made them work on his farm, had punished them in terrible ways, and had violated them beyond all reason. He hadn't done nearly as much evil as any other man in Equestria. In fact, he had gone as far out of his way as he could to keep the four women in his home as comfortable and free as he could. But constant watch from the caribou had forced his hand on a great number of occasions.

Shame. He felt shame. What would Granny Smith have thought of him?

There was a sound of the door opening and then closing again, and the heavy 'chunk chunk chunk' of metal footsteps. He didn't need to look up to know that Lord Ryder had sat down next to him, laying a hand upon his shoulder.

"How are you holding up, Big Macintosh?" he asked softly.

"Ah'm a terrible person," he lamented, looking up at the taller man, "Ah'm no better than any o' them."

"You know as well as I do that is not true," Ryder said quietly, "You protected those women. Kept them out of the clutches of far crueler people."

"Yeah? And? Ah still had to make 'em work like dogs," Big Macintosh spat, "Ah still had to play along with those..." his voice trailed off as he looked out into the orchard.

Ryder looked out to the stars that the farmpony had been watching, "...Did you ever hear the story of Oskar Schindler?"

Big Macintosh shook his head. The name was not only unfamiliar, it's pronunciation sounded alien. Like every Val'Kyr currently on his property. Like every Caribou as well. Equestrians had names like Sweetie Drops, Time Turner and Heartstrings. The Caribou had names like Abukcheech, Beshkno, and Chochokpi. While the Val'Kyr had names like Voxewr, Azhitziu and Tynah. Where did all these strange languages come from, he wondered.

"I would suppose not. It's not a story you would have come across on Equestria," Ryder said softly, leaning back against the deck's braces, "It's an Earth legend."

Big Macintosh looked up at him, feeling skeptical. The idea that a people the Val'Kyr had so easily wiped out could have legends seemed strange to him. If they were so easily conquered in only a few short months, how could any of the humans be legendary?

'Then again, we were conquered in only a few hours and we have legends...' he thought.

"Oskar Schindler was a human businessman during one of Earth's worldwide wars. At that time, a regime not too different from Dainn's began conquering an entire continent. They took millions of people prisoner, and most of them were killed. Schindler, however, owned a factory that employed over twelve hundred of the very sort of people that this regime was after. He was actually of the same nation that started this regime. He used his vast fortune to bribe and stall officials in order to keep his workers safe. He succeeded. However, there were many shortly after the war who saw Schindler as a war criminal. As his employees were registered as prisoners against his will, and it was considered to be buying prisoners to use as slaves."

Big Macintosh's face fell as he looked away. Ryder's story wasn't particularly uplifting, to say the least.

"However, Schindler genuinely cared about the lives of his workers. He spent his entire fortune keeping them safe, risked war crime charges, and eventually lived in poverty for the rest of his life. But his legacy lived on, and he was declared righteous among the nations. He is considered to be one of the greatest heroes of his era."

Ryder stood up and helped Big Macintosh to his feet.

"He was much like you, Big Macinstosh. You can only work with what you are given. You can only fight within your means. And if Dainn had found out about this before we had gotten here, it could have ended very badly for you. You may see yourself as a monster, but you and I both know that it could be oh so much worse. You are a hero to these people."

Big Macintosh looked up in disbelief, his sturdy frame quivering as he looked to the living room window, where Applejack was seated in a fresh tunic supplied by Tolrah, chatting with Cheerilee while Phyaun and Luna tended to Apple Bloom. Where they had found his little sister, he did not know.

"Just because it wasn't as bad as it could have been, doesn't mean it was good."

"No, you are correct," Ryder nodded, "But we must be realistic. Had you set any of them free, they would have been recaptured and put to the most horrible torture imaginable. And you would have likely suffered the same fate. It was not much, but it was the best sanctuary you could provide."

He turned back to him, and smiled.

"And now, help has come."

Siren's Song - VER 2

WARNING!

The following story contains language, subject matter, and sexist themes that some readers may find unsettling or offensive. If you are uncomfortable with or triggered by such themes, it is advisable that you do not read this story. This work has no connection to the creators/artists of the "Fall of Equestria" comic, and as such any and all displeasure or complaints about this particular work should not be directed toward them or their viewers. If you see someone expressive offense toward this work in the comments, please do not be snippy toward them about it.

"What do you mean low priority?!" Ascentia yelled, her voice reverberating off the walls, "You want to leave her in the hands of that Draconic mongrel?!"

"Ascentia, calm down," Tolrah said firmly as the air around her grew frigid, making Applejack and Rainbow shiver, "As long as Twilight is compliant with this new regime, she is in no danger. Those actively resisting are a far higher priority for extraction. Twilight is in Ponyville. What has become of Sunrise, I do not know."

Ascentia turned on her heel and strode toward the door.

"Where are you going?!"

"To find my wife," she snarled, "And I pity the suicidal fool that tries to stop me."

"Ascentia..." Tolrah extended her hand but dropped it, "...Don't make a scene. We can only keep distracting authorities for so long."

"I make no promises," Ascentia said stiffly as she slammed the door behind her, making the entire house shake on it's foundation.

Tolrah sighed as she sat back down, the air losing it's sub-zero temperatures and returning to a comfortable room temperature, "Ascentia could end up being problematic to your rebellion, Princess Luna."

Luna looked at the door Ascentia had just departed from and sighed solemnly, "It is understandable, Master Tolrah. If someone had made my lover and child into their... property... I cannot begin to fathom the pain she is going through."

Tolrah leaned back in her chair and looked up at the ceiling. Ascentia had been enamoured with Twilight Sparkle since she'd met the young Princess. Enamoured and protective. "How long has it been?"

"Thirty years," Luna recalled, sitting down next to her.

"Married for thirty years... and in a few short hours it was all taken away..." Tolrah sighed. They had traced back the dates. Equestria had been conquered only three days after Ascentia had left for the wars in the Core at Ryder's command. They dared not tell this to Ascentia, as she was volatile enough.

"Did you find out what became of Sunrise?" she asked.

Luna shook her head, "The Outlander searched, but Sunrise seems to have vanished. She is presumed dead or hiding."

"If she is alive, Ascentia will find her," Tolrah assured her.

"Tolrah, are you ready to discuss the plans for Ponyville?" Ryder asked as he came back into with Big Macintosh.

"Yes, my Lord," Tolrah nodded, returning to the table that had a map of Ponyville laid out over it.

"What plans for Ponyville?" Luna asked.

"I am counting on Ascentia causing a commotion in Ponyville tonight," Ryder explained, "As such, we're going to take the town. It is a very large obstacle to have an occupied city right next to our keep."

"So you're going to take the city for us and the refugees?" Luna asked.

"No, you and Tolrah are," Ryder said, "You will have a strike force to command, but I will not be in the city."

"Why not? You're incredible! You can rip those freaking collars off like they're nothing!" Rainbow protested.

Ryder looked up with a raised eyebrow, "Rainbow Dash, all of my Val'Kyr can do that. My powers are not remarkable to my people, only to you. And either way, it is irrelevant. How would it look to both those resisting as well as those consenting to see a heavily armored man overpowering their current taskmasters?"

Rainbow pondered this for a minute, then remembered how she'd first reacted when Ryder had set her free, "Okay, I'll be quiet."

Ryder shook his head, "There is no need for that. It was an honest question. And in fact brings me to my next point. For this campagin, Tolrah, you will be Prime Commander."

Tolrah looked up in surprise. Prime Commander was a battlefield rank. A Prime Commander outranked all but the Grand Lord in terms of their authority, but was rescinded upon the end of the conflict in which it was granted.

"My Lord, I..." she was dumbfounded. She had never commanded an entire campaign, and she recognized that Ryder had only done it to give the Equestrians a symbol to rally around, "...Why not Ascentia?"

"Ascentia is one dead Equestrian away from a psychotic rampage," Ryder frowned, "She makes a good fighter, but she has always been far too attached to Princess Twilight to be a viable commander."

Tolrah was forced to agree. In any other situation, Ascentia would swiftly and brilliantly end this conflict tonight. But in her current state she was unfit for such a job. "I am honored, my Lord."

"Princess Luna, my forces are yours to command," Ryder nodded his head toward her, "Use them as you see fit."

"...Thank you, Outlander."

"My pleasure," he said, looking down at the map again as he drew out a scroll from his apprentice, "Phyaun has completed her report on the outer settlements of Equestria, and with it along with our knowledge of the core, I have devised a plan."

Luna, Rainbow and Applejack all sat up straight, giving Ryder their full attention. Only a few days ago had help even arrived and they were already getting right to the point of invasion. Luna smiled as Ryder made several notes on the map of Ponyville. She didn't trust the Val'Kyr. They were too secretive and held far too much power for her comfort. But she had to admit they had more than earned her gratitude. She had asked for help, and they had delivered her expectations a hundredfold.

"The caribou run Equestria in the most haphazard way possible," Ryder explained, "Eighty percent of the population has been turned into domestic and sexual slaves, leaving the work force severely crippled. The weather maintenence is short-handed, the military is understaffed, almost all public services aare operating on skeleton crews as their employees are entirely male. The actual number of caribou is suprisingly small for an invasion force."

"They Crystal Heart," Luna concluded, "Without it, they are nothing."

"Precisely," Ryder nodded, "However, this broken system will be the pressure point we need. The caribou's own politics has become their undoing. I don't think I need to tell you that turning women into livestock doesn't change the fact that they require food, shelter, and basic health care?"

"Of course not," Luna shook her head.

"Exactly. So while Equestria's workforce has been cut to 20% of what it once was, the actual needs to the people have not changed in the slightest. Not only are the farms stressed for labour, hospitals cannot hope to handle the sheer amount of patients coming in. Any larger influx, like from a battle, would cripple them. Their economy has suffered so much that the government cannot afford to replace defensive facilities."

Luna smirked. This was yet another advantage they held over Dainn. He had to comission new weapons, armor, structures and everything else. Ryder did not. He told his people to make armor, they made armor. The Val'Kyr had no currency and operated entirely on command. And their supplies, especially the ever durable Saronite, would come from offworld. In fact, Luna was thinking the next thing that came out of Ryder's mouth.

"This entire regime is a house of cards simply begging for a strong gust of wind," Ryder concluded, "And we will strike it hard."

"How so?" Luna asked.

"Several skirmishes to diminish and exhaust them while we extract as many Equestrians as we can, perform recon, and fortify the keep. Then, we will perform a Shock and Awe."

"A what?"

"A Shock and Awe," Ryder explained, producing a map of Equestria and circling five points on the Kingdom map, two of which were the Crystal Empire and Canterlot, "Full scale sieges of each hold at the same time. With Dainn's resources spread as thin as they are, he will be unable to defend himself."

Applejack and Rainbow Dash looked down at the map in awe, "Jus' like that? An' it's over?"

"Ideally," Ryder continued, "Canterlot is the primary target. That is where the seat of power lies, and is where the Crystal Heart is being kept. There is only one more matter to attend to..."

Luna looked back and forth between Ryder and Tolrah, "What?"

Tolrah finally spoke up, "Princess Luna, this is war. That does mean that people will die. And many of your ponies are being influenced by the Crystal Heart. My warriors will not strike to kill unless you have authorized it."

"The caribou can roast on a fire," Luna hissed, "As for the rest... take them alive if possible, but if it cannot come to that, end their misery."

"And what of the women in red collars?" Ryder asked.

"I know for a fact that many submitted to make the best of a bad situation," Luna sighed, "If they have, they will surrender to you. If not... take them prisoner."

"And those who's minds are too far gone?" Tolrah asked.

"The purple collars?" Luna hesitated for a moment, before sighing dejectedly, "Put them out of their misery."

Ryder nodded as he examined the map of Ponyville, "Very well. The Keep's infrastructure will be ready to support refugees in two days. On your command, I will give the signal to begin small strikes against outlying towns."

"A keep?! That blasted cunt has turned my farmland into a keep?!" Dainn growled, yanking on Celestia's chain in rage as he looked at the eastern window, in pieces since the Val'Kyr from earlier had burst in and taken Luna, "When I get my hands on their scrawny little necks, I'll-"

"Your Majesty, I know this is infuriating and you're eager to strike, but remember that the Crystal Heart doesn't affect these creatures. Val'Kyr are surprisingly resilient and even their weakest can hold off an armada," Shining Armor explained.

"Well then, Captain Armor. Since you seem to know so much about these vermin, regail us with how we go about crushing them," Dainn snarled.

"You don't," Shining Armor frowned, "As much as it pains me to admit it, Val'Kyr are the apex predators. They are as cunning as they are strong, and their army is near limitless."

"How do you know so much of these creatures?" Dainn asked with a narrow eye.

"Their champion is my sister-in-law," Shining Armor replied, laying down a folder with the name of an Equestrian citizen on it.

SPARKLE, ASCENTIA LILLIAN

Dainn opened the folder as his eyes scanned down the immigration profile.

**AGE -* 9.34 x 10^8*

SEX - Female (C)

RACE - Val'Kyr

HEIGHT - 6'4''

WEIGHT - 174lbs

NATION OF ORIGIN - Sol Capital

CITIZENSHIP - Citizen by marriage

**SPOUSE -* Princess Twilight Sparkle*

Flipping the page over was the form all women in Equestria had added to their files once Dainn had taken over.

**CLASSIFICATION -* EQ-682 (Lethal)*

CAPTURE - Unaccounted for

COLLAR - Not Applicable

MASTER - Not Applicable

MENTAL CAPACITY - Fully Coherent

ORIENTATION - Homosexual (unbroken)

EXPLOITABLE WEAKNESSES - Highly protective of wife and daughter. Inherently submissive toward Twilight Sparkle.

**ASSESSMENT -* Highly dangerous, off planet during Fall. Skilled fighter and military tactician before Fall. Approach with extreme caution.*

"This cunt was an Equestrian?!" Dainn growled, "And she still walks free?!"

"She was off planet during the Fall, your Majesty," Shining Armor explained, "And even if she wasn't it would take an entire strike force to bring her down."

"You sound like a sympathizer, Armor," Dainn snapped, standing up straight and circling the table.

"Not at all, your Majesty," Shining Armor said firmly as he stood at attention, "I knew Ascentia personally, and I've seen her fight. She is one of the most powerful of her kind. It would be suicide to underestimate her."

"Well, then what do you propose we do?" Dainn sneered, expecting Shining Armor to forward no suggestions.

"That would be where we come in," came a low, sultry voice from the doorway.

The two of them whirled around to see three enigmatic women striding up the throne room. As the guards moved to subdue them, the one in the front let out a soft, enchanting note from her voice and each guard slowed to a walk. The other two joined in and the guards stopped dead in their tracks. Dainn himself was enthralled by their song, feeling himself being drawn to the harmony of their lovely voices.

"Don't get any ideas, your Majesty," the leader sneered, taking his chin in her hand, "We were toying with Equestria long before your ancestors were even in diapers."

"What... are... you..." Dainn said groggily.

The leader made a cutting motion with her hand and the singing stopped, "Adagio Dazzle. These two are my pets. And we can get you exactly what you want."

"What are you talking about?" Dainn growled, wondering why he wasn't forcing these women on their knees at this very moment.

Adagio looked up at the Crystal Heart and smirked, "That little trick you've pulled with this toy?"

"Yeah?"

She looked back down at him, "We can do that to the Val'Kyr."

Dainn's ears perked up at this, as a sly smirk spread across his face, "Go on."

Adagio smirked as she took a seat, to which her companions stood behind her, "These creatures are our most delectable prey. They hide their negativity behind a veil of stoicism, but all that rage has to go somewhere. To us, that's a banquet waiting to happen. It is impossible for a Val'Kyr to resist our song. Say the word, and their men are your loyal soldiers, and their women your devoted servants," she smirked as a haunting chuckle escaped her throat.

Shining Armor raised an eyebrow, "You're surprisingly compliant with all of this, Adagio."

Adagio snickered and sat back in her chair, "Old Stonehoof here has turned Equestria into a living feast without us having to lift a finger. All this misery and suffering, it's practically paradise. I believe I ought to return the favor. One hand washes the other."

"I don't cut deals with cunts," Dainn growled, "This is my world. You don't have a place here!"

Adagio's smirk turned into a glare as a caribou approached from behind, holding a silver collar, "Try it and you'll be whimpering on the floor like a newborn cub," she hissed, and the caribou backed away. Smiling in satisfaction, she turned her gaze back to the fuming king, "Well, I suppose the negative energy coming off your men as they lie broken and bleeding at the hands of one of the most powerful armies the galaxy has ever seen will have to do. Who knows how much fallout could come from open warfare. I can practically taste the air thick with the despair..."

"We have more than just the Crystal Heart at our disposal," Shining Armor glared down at her.

"Oh yes, the draconequus, what a marvelous idea," Adagio sneered, flicking a fallen eyelash away in dismissal, "While you're at it, why not send Princess Cadance into their keep as a double agent?"

Dainn growled in indignation as he advanced upon the arrogant Siren, "Listen here, cunt! I am Equestria's King, I will be shown proper respect ass your better!"

Adagio's lips parted ever so slightly, "AHHHHhhhhhaaaaaaaahhhhhhHHHHHAAAAAaaaaaaaaahhhhHHHHHAAAaaaaahhh..."

Dainn staggered as he gripped his skull. What sounded like a thousand whispering voices in his head had drowned out all sound save for Adagio's singing. His temples were set ablaze as a searing headache surged through him.

'Suffer me now... give in... let me take control... surrender all responsibility...' It was surprising to him how pleasant such an idea sounded. All at once the stress of ruling a kingdom was at the forefront of his mind. It would be nice to relinquish control... live a quiet life. Perhaps this siren would consider-

His thoughts were cut off when the singing stopped. Taking deep, shaky breaths, he looked around to find he had fallen over completely. Shining Armor rushed to help his King to his feet, but Dainn shoved him away. Looking up at the Sirens, he shakily got to his feet.

"...How did you do that?" he demanded to know.

"No creature alive can resist our spell," Adagio smirked, "The only thing impervious to us is the Tree of Harmony."

"And by extension the Elements?" Shining Armor asked.

"And where are those Elements now?" Adagio snickered, "Three of them are happy little fucktoys while another is too brain damaged to tell the difference between her own fingers. Do you want these Val'Kyr enthralled or not?"

Dainn looked between each siren, and then down at his empire map. Grinning, he stood upright and slammed his fist onto the table.

"You have a deal."