Ponyfall! Retake Equestria!

by neorenamon

Twilight's squad began jumping over building as they headed for the SIN signals ahead of them. Ponies of various types looked up at them as they all but flew over.

One particular plain brown mule looked up and grunted, "show offs."

"Rarity!" called Twilight, "Scout ahead and to the right by about 30 meters. Rainbow Dash go ahead and left by 30 meters. I want those civilians spotted as soon as possible. Stay as high in the air as you can."

"Roger that," they answered as one. They used their superior jumpjets to move ahead of the rest of them.

Twilight watched them as they leaped from one large rock to the next, moving further ahead of them.

"Ah hope they all is alright," said Applejack.

"We all do," replied Twilight evenly.

"Good news," said Rainbow, "I've spotted the civilians. They're standing and I see a couple of Arabya carcasses around them."

"Bad mews," added Rarity, "I've spotted a large Arabya swarm headed in their direction! There's dozens of them!"

"Will we get there ahead of the swarm?" asked Twilight with some concern.

"Only if we move to intercept then," she replied.

"Fluttershy and I shall rendezvous with the civilians," she ordered, "We need the biotech to check on their health while I set up a defensive position. Everyone else intercept the swarm and stop as many as you can. Use your explosive weapons to thin them out and switch to your precise weapons once they're too close."

"Roger that!" replied all the others. The squad began to split in two. They passed outside the buildings of town as they leaped from the building tops onto the large rocks and other formations to avoid the twisting paths leading towards the shore.

Then Twilight lost sight of them as a particularly large rock came between them. By then, the three lost fillies came into view. They were shaking visibly as they stood there with baseball bats. Around them seemed to be... empty food containers? Then they looked up as the two DISCORD mercs came into their view. As they came closer, it became clear that all of them had torn clothes and cuts along their skin.

"Stay still while we access your situation," ordered Twilight as they landed a few meters away.

Fluttershy came over to scan the orange hided purple maned pegasus filly.

Twilight launched a module into the shallow water as her frame chimed, "Turret deployed." By the power of arcfolding, a module magically appeared from the air and began to set itself up into a turret as its tripod legs unfolded. It was between them and the swarm, aimed in the direction she expected them to come from, but the turret was fully capable of full rotation and could aim itself from its own base to straight up into the air.

The two heard explosions in the distance. Multiple explosions. The swarm had been engaged.

"It's just shallow wounds," said Fluttershy, "We can move them back to town as soon as I disinfect and cover them with the bandage spray. This shouldn't take long."

"Why can't we take them back to town and then treat the wounds?" asked Twilight.

"I've read the files on the way down from the moon," she replied, "and there are a number of infectious agents one can encounter anywhere. Some of them are very dangerous and difficult to treat. One of the functions of our battleframes is protection from these infectious conditions."

"Very well," she replied, "but keep it simple. We need to move out as soon as we can. There's no way to tell how many are in the swarm. They could number into the hundreds and we aren't experienced enough to handle that."

"Affirmative," she replied as she began to spray the orange one's wounds. To pass the time and make them feel more calm, she asked her patient, "And what might your name be?"

"I'm Scoot... ow!" she complained as a leg wound was covered, "Why does that stuff sting?!"

"It's a potent disinfectant it," she replied, "It can't be helped. Now what's your name?"

"Scootaloo," she replied.

"Now just do your best not to flinch," she continued, "and we'll soon be back in town."

The sounds of explosions stopped only to be replaced with the sounds of small arms fire.

"Turret operational," announced Twilight's frame as the snub cannon barrel poked out.

She launched another module further down range.

"Shield deployed," chimed the frame as a semi-circular translucent white shield appeared between them and the expected path of the oncoming swarm.

"Keep the civilians behind the shield as much as possible," said Twilight, "The Arabya have the ability to spit acid over short distances as well as their claws and mandibles."

"Yes," said Fluttershy, "It seem lucky I don't see any acid burns on Scootaloo."

"We know enough not to let the acid touch us," she replied.

"There's too many!" called Rainbow, "They're getting past us! At least a dozen are getting through!"

"Just keep killing them," replied Twilight, "I know you're doing the best you can. We can handle the ones that get though."

"Affirmative," she replied.

The turret sprang to life, firing about 3 pulses per second. It was lucky the shield was designed to allow outgoing fire as they were attuned to not stop the turret's pulses. It was designed to open fire at the first sign of an enemy target and already programmed to recognize all of the  most common enemies they expected to encounter in Equestria.

"How's it going?!" asked Twilight as she looked back at the biotech.

"I'm finished with Scootaloo," she replied as she moved to the next patient.

The first Arabya, a fairly small one, fell under the onslaught of the turret as Twilight raised her Tesla rifle in the direction the turret was firing its pulses. As the first fell, three more took its place.

The turret automatically engaged one target as Twilight fired her lightning-like beam from her Tesla rifle at another.

"I promise you'll be alright," assured Fluttershy as she prepared to cover her wounds, "What's your name sweetie?"

She sniffled as tears streamed down her cheeks as she replied, "Sweetie Belle ma'am."

"How are you feeling?" she said as she paused.

"It really burns," she sobbed as she looked at her arms she raised to show her injuries.

"Okay," she replied, "I'll give you a pain hypo before we start. I can't give you something very strong because I need you alert and able to run back to town."

She simply nodded and sniffled again as Flutters administered a hypo-spray to her left forearm.

Twilight and the turret continued to fire, dropping one bug after another. But still more and more swarmed into view.

"We have to do this as fast as possible!" called Twilight.

"Understood," she replied as she began to spray Sweetie's wounds.

"Plasma cannon tapped out!" called Pinkie over the com. That meant she was out of ammo and couldn't reload any more.

"Switch to secondaries and keep firing," ordered Twilight.

"Recon assault rile tapped out!" added Rainbow Dash.

"Recon assault rile tapped out!" agreed Rarity.

"They all are still comin!" called Applejack, "Is Sweetie Belle alright an all?!"

"Just do your job and we'll worry about her," replied Twilight.

"But she's family!"

"And we're professional soldiers," she answered, "We have to do our jobs no matter what." She looked over her shoulder and hoped that Fluttershy was about done with Sweetie Belle.

"Just stay calm, Sweetie Belle," said Rarity, "I'm sure Fluttershy will take good care of you until I can get there."

The unicorn filly simply sniffled in a way that Twilight was sure Rarity couldn't have heard.

"You need to slow them down more," ordered Twilight, "Recon use you're Cryo-Bombs. Applejack use your Explosive Rounds. Pinkie use the Crater module. You have to destroy as many Arabya from the swarm as you can."

"Affirmative," they replied.

They could hear more explosions in the distance. She hoped that the swarm would stop coming soon, as she could already see a good dozen Arabya corpses piling up ahead of them.

"Dagnabbit!" cursed Applejack, "We got the big ones coming at ya!"

'The big ones,' thougth Twilight, 'That must be the Seigers I've seen in the files on the way down. They're bigger, tougher and more inclined to spit acid over greater distances.' They were known for the brighter colors as well, indicating that they were more dangerous than their smaller cousins.

"I've treated Sweetie Belle," called Fluttershy, "that just leaves Apple Bloom." She began moving towards her as the other two followed close behind the biotech.

"Turret upgrade," said the voice from the frame as her turret stopped shooting. It's modules shifted as the short barrel withdrew, and tri-barreled chainguns emerged from the sides as the sides opened up.

"The others should be coming soon," said Twilight, "I better have the Supply Station up and running by the time they get here." She fired another module behind the turret.

"Station deployed," said the voice from her frame. The module turned into a flat disc just a few centimeters thick. One you could easily step over while one was either picking up more ammo or using the station's healing abilities.

"Stop spittin acid at me ya varmints!" cussed Applejack over the com, "Yer ruinin mah paint job!"

Twilight realized that her frame was being damaged and she must have been out of her heavy machinegun rounds by now.

"Fall back and use the supply station!" she ordered.

"But sugarcube, I'm good an my Assault Shotgun'll..."

"You will fall back for resupply soldier!" she said again, "Obey your squad leaders orders! Use your shield to cover yourself and keep it pointed at the enemy while you fall back!"

"Okay," she replied, "Ah'ma comin."

Twilight checked the supply station and was relieved to see it was ready to load ammo as well as heal battleframes. For a second, she could see the flying form of Rarity as she fired her burst rifle down at the ground.

"You better not soil my new battleframe!" swore Rarity, "Acid never goes well with any colour you know!"

'That's what she's worried about?' thought Twilight as she facepalmed.

"The swarm is thinning out!" called Rainbow.

'Some good news at last,' she thought as she looked at Fluttershy treating Apple Bloom.

The bodies of the dead bugs were beginning to dissolve even as more bugs crawled over their corpses. One thing was known about the Arabya, and that they were relentless and totally fearless. Because of their massive rate of reproduction, they could suffer massive casualties in the pursuit of a meal.

Sweetie Belle's scream drew Twilight's attention as she looked back. Small Arabya will erupting from the ground all around them even as Fluttershy was deploying her bioneedler gun. In a second, they were surrounded.

'Damn,' she thought, 'I forgot they are so good at burrowing.'

The fillies were moved back towards the shield as the engineer, biotech and heavy turret all opened fire on the closest targets. When they began spitting acid at them, Fluttershy moved to take the hits herself without a second's hesitation. Twilight stepped up and took a number of hits herself. She realized that the supply station was fragile and would be destroyed in a few seconds, so she turned her Tesla rifle on it in its secondary fire mode and began repairing it as fast as it was damaged. She hoped the turret and shield would hold out until the others in her squad arrived.

"Ah'ma comin sugarcube!" called Applejack as she jumped into their view. She was firing her assault shotgun at the bugs as fast as she could work the pump action on it.

Fluttershy and Twilight were taking serious damage in order to protect the fillies. Twilight was glad the bugs weren't smart enough to focus their attacks on one target at a time or they surely would have units down or destroyed by now.

Applejack landed on the supply station as she reloaded her ammo and switched back to her Heavy Machine Gun. The healing function also quickly restored a lot of damage to her Dreadnaught battleframe. The gun whined to life and then began spitting a steady stream of death and destruction at the bugs.

Fluttershy turned towards her and Applejack as she activated her Healing Wave. A large greenish pulse fired. It healed herself as well as Twilight and Applejack even as the bugs were destroyed and their bodies hurled away by the force of the wave. Even the fillies seemed to be much better as the wave passed over them.

"That's so gross!" whined Rarity over the com.

"What's wrong?!" called Twilight.

"There's one more bug coming," said Rainbow, "and it has to be the mother of all Aranya!"

"Slow it down while we kill off the rest of the ones around us!"

Pinkie chimed in to say "I'll move behind it and plant some submachine gun rounds up it's..."

"Just don't get too close!" ordered Twilight, "It can maul you quite easily!"

"Got'cha!" she replied.

Twilight was checking her Tesla, and realized she was almost out of energy. She also realized that her turret was about to expire. The shield was also about to go away as well. It wasn't quite time to set up another turret or shield yet.

"I've got to thin them out!" called Fluttershy as she charged the bugs boldly. A green cloud began to form in her wake as she activated her Poison Trail module. She boldly ran through the bugs erupting from the ground as they were hit with her deadly poison.

"Don't go too far out!" called Twilight.

The turret and shield evaporated as her frame chimed, "Turret destroyed. Shield destroyed." The supply station was consumed by acid just as her Tesla rifle ran out of charge. "Station destroyed."

Then the massive bug came around a rock. It was a good 3 meters tall, wide and long. In spite of all of the damage it had taken, it still looked like it had a lot of fight left in it. Fluttershy was returning as a good dozen bugs lay dying behind her and more became poisoned as they tried to follow. The bugs weren't known for their smarts.

"AH!" yelled Applejack as the bug ran her over. It was clearly coming after Twilight for some reason even as she was pulling out her grenade launcher. She braced herself and ran straight at the monster.

"No!" screamed Fluttershy as Twilight didn't even try to avoid the largest acid ball it shot her with.

To their surprised, Twilight shoved the barrel of the grenade launcher into it's mouth as she swore, "Eat hot grenade monster! No pony flesh for you today!" She proceeded to fire a good three grenades down it's throat before she backed off. The creature was so startles that it didn't bother to claw her or try to trample her either.

"By Celestia's horn!" cussed Applejack.

The creature almost seemed to understand its fate when the grenades began going off in its gut. It bloated horribly before it exploded and sprayed it's ichor and guts all over the place. Then the other squad members began arriving as a stillness fell over the battlefield. Twilight just stood there as the acid hissed over her frame.

"Everyone withdraw to the Cloppacabana turrets! The soldiers there can take care of any Arabya still around!" she called, "Anypony that doesn't have acid on them grab a filly and get airborne ASAP!"

"Affirmative!" they replied collectively. Rarity grabbed Sweetie Belle, Rainbow grabbed Scootaloo and Applejack took Apple Bloom as they all began leaping towards the safety of the town.