A World Of Open Skies

Chapters

Chapter One - Canterlot
Chapter Two - Western Skies
Chapter Three - Baltimare
Chapter Five - Battle For Baltimare, Part II
Chapter Four - Battle For Baltimare, Part I

Chapter One - Canterlot

A heavy grunt tore from Rainbow Dash's snout as she yanked on the handle of the spanner wrench, twisting into tightness the final bolt of the repaired engine before shoving the tool haphazardly back into her single saddlebag. The engine room of the Incarnadine hummed about her, thrumming and clanking and lit with the soft light of the lantern that dangled from the low ceiling above her. From the pocket of her leather work overalls, she drew a clean rag, wiping her face and normally-vibrant mane with it. It came away dirty, grimy with sweat and oil, and she sighed in the hot, close stuffiness.

Making her way past a maze of pipes and valves that gushed steam and hot air, she paused once more to wipe her face with the rag again as the condensation of the steam dripped down onto her, running down her coat before swirling away down the sloped floor and through a steel grate in front of Rainbow. She paused to look down through it, staring for a moment at the steady stream as it dripped down into the beyond, falling the five-and-some thousand meters to the landscape below. Shaking her head out of the momentary daze she had entered, she continued on to her destination: the door to the airship's deck.

As she slid it open, the sudden wind buffeted her, nearly throwing her to the floor behind her before she adjusted for it. Over the rushing roar, she heard the sounds of her crew. Shivering in the chill, biting wind, she trotted quickly to the helm, nudging the white-and-gold pegasus that gripped the steering servos. At Rainbow's brush, she jumped into the air and squawked in a most birdlike fashion before turning a baleful lilac eye on the mechanic. "How many times, Rainbow? How many times do I have to tell you to not do that while I'm trying to navigate?"

Rainbow chuckled. "Oh, come off it, Surprise. We're going in a straight line and we both know it."

Surprise grinned, irritation gone without a trace, and quickly removed a hoof from the steering, smacking Rainbow's chest with it. "Fine, fine. You get the engine fixed?"

Rainbow nodded with a smirk. "Do you know who you're talking to? Of course I fixed the engine. One of the Cadance regulators slipped the sleeve, just had to shift it back. We're good to go!"

Surprise nodded and gave a mock salute before returning her attention to the helm. "Good work. Go see 'Shy for some grub, she's got something cooking up on the exhaust."

As if on cue, Rainbow's stomach growled and Surprise chuckled, keeping her eyes on the skies ahead. Trotting carelessly again, Rainbow skidded and bounced along the deck with the wind currents until she broke her speed with the back railing. Hearing a soft laugh from the side, she turned, nearly missing the catch on the hot chunk of apple that sped towards her face.

"Nice catch," sniped Fluttershy, as she adjusted the goggles that sat upon her pink mane. “So what was wrong with the engine? Is the magic reservoir shot?"

Taking a seat on one of the stools near Fluttershy's seat, Rainbow sighed. "Nothing that bad. A C-reg slipped alignment, that's all."

"Oh, that's good then."

The two sat in companionable silence for some time as they hungrily devoured the hot vegetable stew that simmered atop the exhaust manifold. The magical engine that regulated airship altitude output an absurd amount of heat, far more than was necessary to fill the gas envelopes of the balloon above them. The excess heat from the magical reaction was shunted through a series of pipes in the engine room to the rear of the airship, where it hissed out through a large pipe. The top of the pipe on Incarnadine had been hammered flat, forming a skillet-esque surface where Fluttershy did the ship's cooking. All things considered, the food was pretty good. Better than she or Surprise could make, at any rate.

Dash was lifting the spoon to her mouth for a final bite of stew when a thunderous boom rebounded through the sky. She cocked her head quizzically for all of a second when Incarnadine lurched beneath her, throwing her food over the edge and down into the massive gulf of the sky. A rapid clanging from down below slowly came to the deck and a nearby hatch exploded open, revealing the fourth and final member of Incarnadine's crew, coughing and hacking, a white earth pony covered in smokestains and sweat.

"Double!" cried Fluttershy, jumping to his side as he flopped out onto the canted deck.

"D.D., what in Tartarus is going on?" hissed Rainbow as another boom echoed, and Incarnadine tilted even more.

Double Diamond groaned heavily, spitting out a glob of blackened saliva onto the deck and rasping, "It's an M4 Cassiopeia-Class battleship. New Harmony's found us."

At that, Rainbow took to wing, dashing to the front of the rapidly decelerating airship to catch a glimpse of their assailants. When she did, her ears folded back, mouth dropping open as her eyes shot wide. The Incarnadine was a light scout ship. Small, sleek, and lightly armed; an autogun on each side, and a single frontmounted carronade. She wasn't designed for heavy combat.

M4 Cassiopeia-Class airships most definitely were.

The behemoth in front of her dwarfed the airship she stood on. Its gunnery decks alone were nearly the size of the entire Incarnadine, and it had four of them. Rainbow's sharp eyes picked out at least four guns on each deck. She gulped. If they opened fire, the Incarnadine would be annihilated without a chance.

It was strange, though. They weren't firing anymore. They had crippled the engines, rendering the airship immobile. So where were the explosions? Unless...

A thumping and a hissing sound echoed through the air, and a series of small dark projectiles hummed their way into the hull and balloon of the Incarnadine. The heavy cables attached to the harpoons pulled taut, and the Incarnadine slowly began to inch its way towards the enormous silver ship that dominated the sky.

"Surprise!" shouted Rainbow, bolting for the front of the ship, "we have to get...out..."

She trailed off at the pool of red that coated the deck near the helm. Surprise's head was caved in, a sickeningly visible dent left in her forehead by the steering controls. It seemed that she'd died in the initial assault. Rainbow's eyes glazed, and instinct took over. She darted to the back, screaming Fluttershy's name at the top of her lungs.

Then she saw the smoke. The exhaust manifold had been jostled by the jolt from the explosions, and a few moments afterward, it had ignited the wooden deck in a gout of bloody light, fire licking up into the sky.

And then...she saw her friend.

"Fluttershy!"

The anguished scream, loud enough to render her throat raw, was drowned out before even leaving her lips. The world around her had careened into a hellish mass of fire and blood, the roaring of her heartbeat in her ears blotting out everything else. Even so, the overwhelming chaos faded away, her entire perception focusing down to a knife's edge as she stood in shock at the yellow pegasus, and at the enormous, gore-stained hole punched through the gasping filly by the massive grappling harpoon. Fluttershy's mouth worked soundlessly, eyes twitching and darting back and forth with panic before settling on Rainbow.

Rainbow still couldn't move.

Fluttershy reached out a trembling hoof, desperately stretching out towards her friend. As the light in her eyes faded, she mouthed one final phrase:

Help me, Rainbow.

Double Diamond was nowhere to be found. From the shredded clump of white mane caught in the rigging at the back of the ship, his fate seemed evident.

The flames licked higher. Rainbow, shellshocked at how quickly the situation had deteriorated, only barely noticed how close they were getting to the punctured gas envelopes. Until it was too late.

Incarnadine exploded, the shockwave instantly knocking Rainbow off of the deck and sending her spinning off into space as the craft folded in on itself. The harpoons dislodged, their anchorage disintegrating into fragments of wood and metal falling in an apocalyptic shower to the ground far below. Her wings refused to move. Her mind was still locked in shock, replaying the scene of Fluttershy's and Surprise’s deaths in her mind over and over ad nauseam.

Only when she began to hear the sound of the fragments of Incarnadine crashing to the ground below did she remember how far she had fallen, and how quickly she was moving. Her wings snapped out of their own volition, but it wasn't enough. She didn't have quite enough strength to stop her descent. As the ground beneath snapped into focus, she closed her eyes, letting her wings go limp.

"Haaauuughhhhh!"

Rainbow Dash bolted upright with a gasp, feeling her left wing flare out instinctively. Her face was coated in a sheen of sweat and her somewhat shaggy, unkempt coat was sodden with it. Her eyes were wide, staring out, disbelieving, at the benign darkness before her. Patting herself down, she found the mangled remains of her right wing with her hooves, and only then did she allow herself to relax.

"Just a dream..." she murmured, feeling her body shaking as tears ran down her face. She let her head fall into her hooves, quietly crying into them for a few minutes before her ragged breathing stabilized. Acknowledging the futility of attempting to return to sleep, she shoved out her hoof blindly until she found the firestarter on her nightstand, grouping about until she found the wick of the oil lamp.

Though it took a moment to light, the welcoming glow of the little flame did much to dispel the pain of her nightmare. She stared down at her ragged, scarred hooves, remembering when they were young and fresh, and moreover, when she could still fly.

It had been years since the last, ill-fated flight of Incarnadine, and the world had changed dramatically. No longer was it the Equestria that she remembered from her fillyhood. New Harmony was another beast altogether. Since the disappearance of the Celestial Diarchy, the Lady Steward Twilight Sparkle had turned the relatively small, benign country into a vast, expansionist empire, arms stretching out for thousands upon thousands of kilometers in any given direction.

Though there had originally been many in opposition to the armed expansion enforced by the Lady Steward, they were now few and far between. Many of the dissenters had been silenced in one way or another. At the thought, Rainbow curled her lip up into a disgusting snarl. "Who does she think she is?" she growled, stalking her way over to the small, rust-rimmed window in her spartan living quarters. In the distance, far up upon the mountain, lay the shining alabaster of Old Canterlot. Wealth, fame, influence; those were the currencies of OC. Far down below, all around Rainbow, were the slums of New Canterlot. Oil lamps and dirty smoke were the most ubiquitous truth, only barely edging out corruption.

Rainbow stayed by that small porthole-esque window for hours, simply staring out at the horizon and remembering what it was like to fly, whether under one's own power, or on an airship. She'd not experienced either for well over a decade. That fresh-faced Alliance recruit had come a long way to turn into the Rainbow of today. As the sun began to rise over the horizon and the airdocks of OC began to fill with new airships ready for top-notch, high-class servicing, Rainbow sighed, turning away and stepping into the same worn pair of leather overalls. The spanner that she slid into a belt loop, however, was different, as were the numerous other tools that she carried with her.

As a mechanic, she'd assumed the same role upon taking up residence in the slums of OC. Though her specialty was airships, she didn't get many chances to work on them anymore. The few captains in New Canterlot were content either to service their ships themselves, or to get them repaired in other cities. And so, Rainbow Dash, mechanical prodigy, was left stewing in her own resentment as she repaired dysfunctional heaters and scissor lifts with busted joints. She hadn't seen an airship's engine for years.

Sitting idle after fixing the mechanism for an automatic grindstone and collecting her paltry bits from the client, she closed her eyes, letting her mind wander again back to the day the Incarnadine had fallen.

The crunching sound of her right wing snapping backwards echoed in her own ears, and she rubbed the stumpy, twisted appendage with the memory. Perhaps if the Alliance had won the civil war against New Harmony, she'd be wearing one of those fancy new prosthetic rigs. She ached for the open sky. But with New Harmony's strict monitoring of rebellion and the registry requirements for every airship legally in the sky, and with her own poverty, she would have to register with the Ministry to get anywhere near a deck, and it wouldn't go well for them to find out that there were any Alliance supporters still alive.

After the war, and the Alliance's surrender, the Lady Steward had enacted a series of bloody purges, systematically obliterating any who openly professed association with the faction. Known colloquially as the Harmony Killings, they marked a chapter in the history of the country that the Lady Steward and her staff had been happy to wipe out of the history books. The standards of living in New Harmony, with the exception of a few slum towns such as New Canterlot, had skyrocketed. The overwhelming majority of the populace, while they may or may not have originally supported the coup that brought New Harmony’s administration to power, now concurred: life now was better than it had ever been before.

A knock at the door of Rainbow’s workshop brought her out of her reminiscence and she stood, plodding tiredly to the door and tossing it carelessly open. In all likelihood, it was another mundane project; another broken, antiquated autogun, salvaged from the trashpiles of OC in a desperate attempt to sell it and make enough money to move to a more affluent city.

The pony that walked in was covered in a black cloak. In the stuffy, hot environment that was the slums in late summer, that was odd in and of itself. But the strangest part wasn’t so much what they were wearing, but what they were bearing: dragging behind them in a cart was an engine. Rainbows eyes lit up like the sun and her posture changed suddenly from boredom to interest.

After a few seconds of silence from the pony, Rainbow coughed awkwardly before speaking in her raspy voice, “So...you bring that here to get it fixed?”

A nod.

“...Any deadlines?”

A nod.

“...Would you care to tell me what they are?”

For the first time, the pony spoke, revealed by the voice to be a mare, soft-spoken and dulcet. “I need to have this fixed within the next week. Can you manage that?”

Rainbow nodded sharply. “Ha, I guess you’ve never seen me work. I’ll have it done in three days, tops. Two,” she added with a shaky, disused grin, “if you pay in advance. A hundred bits, plus another twenty for parts and expenses. If you can’t pay that much, you can pay me back over a few…months…”

She trailed off. Having lived in the slums for years, she was unaccustomed now to seeing any amount of money in one place. Thus, when the mare poured a pouch of gleaming golden bits onto the counter, far more than a hundred in value, she simply stared at it for a good five seconds before shooting her gaze up to the silent customer, eyebrows furrowed.

“...You don’t live here. Nobody who does has that much money to throw around on fixing an engine all at once. Who are you?”

The mare chuckled. “Now, now. What would be the fun if I told you that?” Leaving the cart and engine in the middle of the disorganized workshop, she began to trot out.

“Hang on!” called Rainbow, voice carrying a slightly accusatory tone, “If I’m fixing your stuff, you have to at least tell me your name!”

The mare turned, the hood of the cloak shadowing all of her face but the gleaming white teeth of her smile. “Just call me Bell.” With that, she turned to the door. A field of sparkling magic enveloped the knob turned it, easing the door open as she slipped out.

For a moment, Rainbow just sat there, dumbfounded by what had just happened, and by the enormous pile of money that sat on her grimy counter. Blowing the grayish-rainbow mane hair, color leached from lack of care and from the oil and ash that caked it, away from her eyes with a huff of breath, she let a smile crawl across her face as she tossed the spanner into the air, letting it spin a few times before deftly catching it.

“Well then,” she crowed, excitement in her voice that had been missing for a long time, “let’s get to work!”

A few kilometers away, hours later, and seeming to soar among the clouds, the gleaming white city of Old Canterlot opened before the black-cloaked pony. Careful to avoid any sight, she slipped the stained garment off, revealing the gleaming white coat and perfectly-styled indigo mane beneath. Staring up at the moon and stars that hung in the sky, she sighed lightly, her voice returning to its natural cadence from the tone it had taken when talking to that brutish mechanic. “Eughh…stepping into that horrid city makes me feel dirty…”

She jumped suddenly, yelping before covering her her own muzzle, as a voice filtered out from the shadow beside her: “Ah, Miss, you've returned?”

Pressing a hoof to her chest, she shakily exhaled a long breath. “Please, Butterball, don't frighten me like that. You know I don't want ponies to find out about my...excursions.” As an afterthought, she added, “and please, how many times have I told you to just call me Rarity?”

Her chunky yellow-orange stallion assistant chuckled, thick muzzle curled into a grin. “Well, Miss, forgive me for not referring to you by name when you've just come back from New Canterlot.”

“Well,” Rarity muttered to herself, “that's fair…” Smiling with a mixture of gratitude and apology, she placed a hoof on his shoulder. “Thank you, Butter. That's very good of you.”

He reciprocated the shoulder hoof, returning the smile with one of his own. “Come on, Miss Belle. Let's return home, hmm?”

Nodding, she slid past him, silently picking her way back towards the Belle manor.

The great symmetrical mass of the Belle manor soared above them as Butterball held open the ornate wrought-iron gate for Rarity. Nodding courteously, she stepped through, entering the silent gardens that had been faithfully tended by her mother for decades prior. Now, with her death and the subsequent hole opened in Rarity’s heart thereby, they had spiraled out of control, plants running rampant upon each other and vines bearing exotic flowers sprawling meters from their allotments, perfuming the air with their heady, sickly-sweet scent.

The explosive growth seemed to not bother her, her eyes never crossing it as she daintily flourished along the elaborately carved stone walk that led to the entrance. A great white colonnade lined by fluted marble columns in the Bucephalonion style led to an immense door of rich dark oak wood, graven with a grand image of the sun inlaid in platinum and gold. Pausing for a few moments to allow Butterball to catch up with her, she wrapped the door’s handles in a brilliant blue glow of magic and pulled gently.

The oiled hinges slid open without a whisper and she stepped inside, pausing to admit Butterball before the door once again glowed blue, closing behind them in eerie silence.

She dismissed her aide with a single nod before trotting onwards, brushing through the immaculately-kept mansion’s many rooms without a second thought. Finally, she arrived at a small, plain door, removed by orders of magnitude by the opulence surrounding her. Looking left and right to ensure she wasn’t being watched by any servants, she unlocked it and stealthily slid within, closing it behind her with a faint click.

Even further above, kilometers up, and the next morning, a great maroon airship pushed through the sky, the gentle thrum of the props and the hissing of the wind the only sounds to be heard on deck. From beneath came animated conversation from what seemed a great number of ponies. Beyond all of those sounds, sitting deep down in the furthest cabin, hat pulled down over her face to keep from looking out of the porthole windows, an orange earth pony fought to control her airsickness. Face tinted a shade of green, she groaned every so often, feeling as though her stomach was ripping itself inside out.

Down the hall, she heard the clanking of the door opening and the wind moaned down into her room, sending a brief shiver across her body as a golden-yellow stallion walked in, inclining his head to her.

"Just a courtesy announcement, Miss...Applejack" he said, checking a clipboard held in his magic and nodding gently. "We'll be arriving in Old Canterlot within the hour.

"Thank Celestia," muttered Applejack, irritated voice muffled by the hat over her face, "I'm about ready to hurl."

The crewmember smiled sympathetically. "Ah, land pony, hmm? Don't worry too much, first time on an airship is always the hardest." With that pithy quote, he left Applejack's quarters, closing the door behind him. The airship shuddered suddenly as it descended and the hat flew from Applejack's face, leaving her unprotected from the view.

The disorientation of seeing the clouds beneath her instead of above nearly had her vomiting instantly. However, she did manage to hold on to her small lunch of bread and apples for long enough to wrinkle her muzzle in disgust.

"Where I come from," she groused to herself, glaring down at the layer of smog that carpeted what seemed to be the poorer part of the city, "the air is clean. This is just...wrong."

Then she remembered that she felt like someone had bucked her in the stomach, and returned to staring at the wall with her hat over her face, resolving to continue doing so until they touched down and she could feel the ground beneath her hooves again.

After an hour that seemed like a century to Applejack, she felt the airship grind to a halt. Daring to don her hat properly and stand up again, she found that she no longer felt as ill, and walked to the exit. As she climbed the staircase to the deck, in line with several other ponies who'd purchased a flight to Canterlot, she tapped her heavy rear hooves impatiently against the metal plating, quickly garnering annoyed hisses from the others waiting to disembark. Finally, she stomped through the door.

Her senses were promptly assaulted with the majestic Central Airdock of Old Canterlot. White stone and gold metal twined around each other, forming a celestial architecture in which the motif of the sun featured prominently. The scent of the food being sold by vendors all around the massive open space was an amalgamation of all the glorious tastes to be imagined, and the air was sweet like honey. Through it all was the noise. AJ had spent the grand majority of her life on a farm, and while she'd not isolated herself, she'd never been anywhere quite like this. It was overwhelming; all the ponies talking to each other created a cacophony of unparalleled intensity.

All of these, though, paled in comparison to the airships.

Great and small, sleek and blocky, monochrome and vividly-painted, the variety was endless. Though a section was devoted to the uniform silver-and-gold of the Imperial Navy, much of it was open to any who paid for docking privileges, including the airship she'd just disembarked, the Ash Runner. The sheer variety boggled the mind. Especially the mind of a pony who, even in this modernized era, had never been on an airship.

AJ's knees wobbled, partially from fear and partially from awe, as she carefully crossed the gangplank connecting the Ash Runner to the skydock's platform, an immense construct made entirely of white marble and cantilevered against the cliff face in an ingenious display of engineering prowess. The stone beneath her hooves brought her a modicum of comfort and she breathed deeply upon standing firm upon it, closing her eyes and making a visible effort to calm down, meeting with middling success. Though she could still feel the nervousness boiling in her gut, she was no longer sweating bullets, and the what sickness remained from her airship sojourn quickly faded.

"Alright, AJ," she murmured to herself, taking several slow, methodical steps forward before accelerating into a normal walking pace, "jus' remember why you're here. The family's countin' on you."

As she departed the airdock, a row of mechanic shops stretched out, leading nearly to the Celestial Citadel. It teemed with ponies, many of whom wore the badges of Imperial soldiers. She gazed at them with some admiration. Though she'd been groomed from a young age to take over the family farm, she'd wished as a younger mare that she could join those keepers of order, fighting against the Alliance insurrection. It had been many years, and such fanciful dreams had faded into her work, but that didn't mean she couldn't remember them occasionally.

Before her, she caught sight of a small, scrawny pegasus with a mane that might have once been rainbow staggering out of one of the stores, an inconspicuous one labeled as 'Steam Vent's Mechanical Wonders And Sundries' in ornate script. She crouched under the immense weight of a pyramid of large brass-and-glass cylinders filled with a pale, viscous, glowing blue fluid, face set in a grimace. Though she was unsure about the other side, Applejack could see the disfigured remains of a wing and pity pulled her over to the mare. "Hey there," she approached, "you want some help with those?"

The pegasus' response was a look that chilled her. It was abjectly furious. AJ stepped back some, surprised by the clarity of the emotion more than the nature of it. Her rose eyes glittered harshly like pale fire. “I don't need your help.”

Continuing without stop, the pegasus hauled her heavy load onwards, her glare still locked to AJ’s eyes until she had to navigate the crowd. Ponies parted around her, crinkling their snouts as though she smelled bad. A few whispers from the crowd filtered into her ears, things like ugh, filthy slum dog and really, must she pollute our air with her stink? AJ paused. If that was what passed for treating those with less affluence well around here, she was glad she’d never lived in Canterlot. The more she thought about what those ponies had said about that pegasus, the more angry she became.

She continued on the road to the Celestial Citadel, any semblance of a good mood thoroughly ruined. By the time she made it to the gates she was in a high dudgeon, half-jogging as she approached the guards. Forcing herself to talk in a reasonable tone, she identified herself to them, stating that she had an appointment as audience with the Lady Steward, before entering the palace.

It had taken her an absurd amount of time and washing through kilometers of bureaucracy and red tape to get anypony important to listen to a farmer, but with endless persistence and stubbornness, along with a few well-placed bribes, she'd managed, over a period of several months, to work her way up the government's ladder enough to come into contact with Dutchess Belle, the assistant to the Lady Steward. In total contrast to all she'd heard of the Canterlot nobility, she'd been most accommodating, and from that point, it had been relatively simple to arrange an audience with the ruler of New Harmony.

If anything, the palace was even more gorgeous on the inside than the outside. The hushed halls had a silent splendor, red carpeting juxtaposed perfectly with the white floor and gold candelabras hanging from the ceiling. Some detached part of AJ's mind wondered how many candles they went through at this place on a single day.

As that thought concluded, she arrived at a massive door guarded by a set of eight soldiers who silently moved aside, allowing her to pass. It was an eerie phenomenon, their silent synchronicity and their decorated finery; she felt underdressed, wearing nothing but her scuffed brown Stetson.

At what seemed some unheard consent, the two doors opened, gliding inwards to the throne hall of the citadel. As AJ stepped in and looked around, she couldn't help but gasp, letting her lower jaw drop open. Though the stained-glass windows and ornately-embroidered red-gold rug were impressive, the centerpiece was by far more so: an enormous golden throne suspended on a single pole, surrounded by the rings of a great orrery. The two golden rings each held a single orb, great spheres of precious gems: polished topaz for the sun, gleaming diamond for the moon. At the center, the headpiece of the throne, a final orb was a perfect model of Equus complete with clouds, created from an elaborate mosaic of emerald, sapphire and pearl.

Less impressive at face value than these planetary models was the pony that sat at the center of them. Though she'd never seen the Lady Steward, AJ had heard stories about her, from the believable to the fantastic: that she was a prodigy of magic and other such rumors, ranging to those that stated she'd been born and raised in another plane of existence. All, however, carried the same common thread: her magical might was unparalleled, and she was perhaps the most beautiful pony to have ever been born.

Nothing she'd heard had prepared her for the truth: a relatively unremarkable lavender unicorn, face stuck in a large leatherbound tome. AJ could only stare. The uncomfortable tableau lasted for a few seconds more before a white unicorn stepped out from a side passageway, nearly dropping the stack of books in her magical grasp at seeing AJ simply standing there.

"Lady Steward!" she called, her voice clearly a product of long practice and searching for the perfect diplomacy tone, smooth and soothing, "Your audience has arrived!" Twilight Sparkle looked up from her book with a sharp movement, catching sight of AJ and smiling disarmingly.

"Ah, Applejack, was it? I’ve heard of the extents to which you’ve gone to see me today, and I must say, I’m impressed. You’ve not let anything stop you, hmm?”

AJ huffed out a breath. "That's right. If you’re going to do something, you should see it through...um, your Ladyship..." she stammered, trying her best to sound polite and ingratiating and not like she was lecturing her ruler. "Last year another tax was imposed on the sale of fresh produce. I get that you need more bits to keep growin' New Harmony, Ladyship, but there's only so much you can take from us farmers before we stop bein' able to get by. I'm here to deliver a petition to you to roll back this latest tax." Out of her plain brown saddlebag she pulled a thick sheaf of papers covered in tiny writing, a petition that must have contained several thousands of signatures at the very least. "So really, if I didn’t do this, my family wouldn’t be doin’ so well. There are some things you jus’ have to do.”

Twilight Sparkle's magical grip encased it, gently easing it from Applejack's grip as she brought it to her face to read. "I see. So, Applejack, you're asking for a 5% reduction on tax rates for fresh fruit and vegetables? Let's see, that would bring it down to what...a 23% total tax? That does seem a bit steep. Consider it changed, and thank you for bringing this to my attention. The Council occasionally makes...rash decisions." Her face shifted into a wearied smile. "Take my greatest apologies back to Ponyville with you. I spent a summer there once, quite a few years back. Give Granny Smith Apple my regards."

AJ smiled wide, eyes lighting up like the sun. "Will do, your Ladyship! Mighty good of you to remember us little folks up there on the top, and I'll be sure to say 'hi' to Granny for you!" With that, she trotted happily back to the entrance. As the doors slammed closed behind her, the Lady Steward's smile winked out and the petition, still in her magical grip, burst into flames.

"Dutchess Belle!" she barked. Rarity came out from the shadows behind the throne and wound around until she was looking up into the Lady Steward's eyes.

"What is it, Your Ladyship?"

"Don't let that pony get anywhere near the airdock. She’s not leaving Canterlot," Twilight said, eyes narrowed and staring at the door as she scattered the ashen remains of the papers to the wind. "Oh, and tell the janitors to clean the rug. I can practically see her muddy hoofprints."

"Right away, Your Ladyship." With that, Rarity slunk away, disappearing back into the side passage from whence she'd come. Her face was set in a deep frown. "Almost done," she whispered to herself, "almost done. Then I can get out of here."

As AJ walked towards the airdock, her buoyant mood had returned. See! Anything was possible with enough stick-to-it-iveness. She was so pleased with herself that she didn’t notice the much more subdued mood that inhabited the market street. She was only a brief distance from turning a corner into the line of sight of a guard checkpoint when a hoof rammed itself into her mouth and a second gripped her around the neck, pulling her backwards. Panicking, she lashed out instinctively with her hind legs, striking open air and succeeding only in unbalancing herself. She was pulled upright into a chokehold. No choke followed, however. Only a voice.

“Thank Celestia I was able to get to you in time!” hissed the Dutchess, sweat running down her forehead. “A few more meters and you would be beyond my help!”

Applejack’s brow furrowed. The Dutchess took that as confusion and shook her head. “This is neither the time nor the place. I know it doesn’t seem like it, but you, Applejack, are in gravest danger. As we speak, guards are combing the whole of Old Canterlot, searching for you. I’m taking you to New Canterlot. I’ve a way to get you out of the city, but it won’t quite be ready until I head down there, and it’s safer anyway. Fewer guards; they don’t like it down there. Do you understand me?”

AJ nodded and the Dutchess released her. She immediately sprang up, glaring. “Alright, Dutchess Belle. Start talkin’. What's goin' on? Gimme some proof.”

The Dutchess groaned. “I'd love to explain, but there's no time. You're going to have to bear with me a moment. But here's some proof. And call me Rarity.Dutchess is a role, not a name.” A sheet of paper fluttered over to AJ. Upon it was printed a picture of her face, under the word “TRAITOR” in bold black print. She gulped. How had they even printed it so quickly? How far in advance had this been planned?

“Alright. Sorry about this,” Rarity said, picking Applejack up bodily in a field of magic, swaddling her in a cloak of black fabric until there was no fur left showing and wrapping a rope around it. “Can you breathe?”

There was a muffled “mhmm” from AJ, and sighing in relief.

“Good. Get comfy, it's going to be a while until you're out of there. Be still, and be silent, and I'm sorry.”

With that, she lifted the ‘parcel’ in her magic and donned a similar black cloak. Sliding through the gaps between the buildings, she made her way through the less-crowded side streets of Old Canterlot.

Inside of the bundle, sweaty and itchy, entrapped in claustrophobic darkness. Applejack’s head was uncomfortably crushed against her hat. She wished Rarity had asked her before wrapping her up so she could've taken it off. Thinking about this was largely an attempt to not think about what was going on. Why was she being searched for? What had she done? What had she said to the Lady Steward?

After some time, during which the bundle grew even more claustrophobic, she heard Rarity’s soft hoofsteps cease. A muttering was around her on all sides, murmuring faintly. Of what, she couldn't say. After two or three minutes of anxious stillness, there was a loud sound of a steam door slamming open. The clattering of hooves began again, including Rarity’s, lasting for no more than a few moments before it ceased again. The loud shuttering sound rang out again, this time behind her, and then AJ was assaulted with a most peculiar feeling. Her stomach dropped as though she was falling, but she felt no other sensations of that sort. The claustrophobia she'd been feeling increased suddenly by orders of magnitude, and only through supreme willpower was she able to stop herself from writhing. Her breathing grew heavier, and her heart hammered in her throat. This continued for two or so minutes before it ceased.

The shutter-step-shutter sound sequence played out again, and then the noise of the crowd faded. An hour more or so passed, during which Applejack became ever more twitchy, before they came to a stop in as silent a place as AJ had heard since she'd come to Canterlot, at least past the heartbeat in her ears. The sweaty black peeled away from her face suddenly, revealing a smog-gray sky and a dirty alley. She breathed deeply and raggedly, paying no attention to the thick, near-sticky air. “Where...are...we...going...?” She gasped out, hyperventilating.

Rarity pointed at the grubby steel door set into the wall. “We're already here.” She lifted up her hoof to knock, glancing at AJ. “When we get in, let me do the talking. I don't know a whole lot about this mechanic, but I know she's prickly.”

Knock knock knock

Rainbow frowned, wiping oil from her face. “Yeah, come on in!”

The door tossed open and the black-cloaked client from the day before rushed in, followed by a bedraggled-looking orange earth pony. Rainbow sighed. “Ok, look, lady. I get that you might be impatient, but…” her frown deepened as she looked over the earth pony again, “Wait, hold on. Don't I know you?”

She sighed. “Yeah, you seen me before. I was up in the market a few hours back. You were carryin’ some thingers on your back, and when I offered to help, you glared me down. M’name’s AJ.”

Rainbow shrugged, vaguely apologetic. “Yeah, sorry about that, AJ. Ponies don't like NCers very much up in OC, so I just assumed you were gonna take them and drop them. It wouldn't have been the first time it's happened.”

“Anyway,” she continued, rounding on Rarity, “like I said, it's not done. Better than it was before for sure, but I wouldn't toss this into an airship for a good few hours, of work still.”

Rarity flipped back the hood, shaking her head wildly. “There's no time left. You'll have to finish it once we get there.”

Rainbow’s eyes narrowed. “Get where?”

“I can't tell you yet,” ground out Rarity, “but I guarantee to you that it's important.”

The surly pegasus leaned against the wall. “Oh, sure, as if this place wasn't dangerous enough already, now ponies are trying to drag me off to who knows where. Save it.”

Rarity ground her teeth. “Fine. You want to know why it's important? Thirty four, eighteen, five-oh-one. The sky is falling up.”

Rainbow’s eyes opened wide. “How do you know that?”

Rarity coughed out some strangled laughter, the faded ghost of a smile creeping across her face. “Come with me and I'll tell you.”

Rainbow screwed up her face, clearly torn. “Fine! But the second I see something that's not right, I'm laying you both out and getting out of there!”

Rarity nodded, chuckling faintly. “That's fine. Let's go.”

Then the clomping of a series of heavy hooves came into earshot and Rarity’s eyes widened. Gritting her teeth, she slammed her eyes shut as a fog of blue energy spilled from her horn. It crawled over the three of them, and as it covered them entirely the still-open door was filled with ponies in Imperial uniform, several holding hoofheld autoguns primed to fire. One, whose silver and gold uniform was trimmed with purple, strolled forward, brows furrowed, eyes skating over the confused duo and the straining unicorn. “Spread out!” he barked, “they may still be here!”

After a tense few minutes, the Imperials gathered at the door, discussing quietly for a few moments before the leader sighed heavily. “Alright. Move out. Let's comb the rest of NC.” With that, they filed out, closing the door behind them.

As soon as they were out of earshot the blue mist receded and Rarity collapsed to the rusted floor, wheezing and gasping as though she hadn't breathed throughout the entire time. At length, she was able to get a few words through the gasping: “I...I thought...they wouldn't come to NC that fast…”

AJ frowned. “You never told me why they're so dead-set on bringin’ me in. What's goin’ on?”

Heaving herself to her hooves, Rarity staggered slightly, breathing deeply, before steadying herself. “I'm sure even a rube like you has put this together by now,” this prompted an irritated grumble from AJ, “but the Lady Steward has no intention in lowering taxes on food. So she can't have somepony going back and sowing rumors, can she?”

AJ paled and took a step back as Rainbow walked up to Rarity. “Alright, so we're doing this to get AJ out? What's my part?”

A little grin touched Rarity’s face and she gestured to the engine. “How close is that to done?”

Rainbow shrugged. “Honestly, It's almost there, I just have to get the right balance of thaums going into the vaporothaumic accelerators. I won't need any more parts, just my wrench.”

Rarity nodded decisively. “Alright, then retrieve whatever you want to keep from this...residence. We're getting out.” She groaned as she sputtered a few more sparks of magic out, levitating the engine into the cart that still remained and hitching it to her shoulders. “Stay low.”

After Rainbow gathered what paltry things she considered valuable, she joined them near the door. Rarity was anxious to go. She was about to leave, having donned again the black cloak, when AJ muscled past her, dressed in an identical garment Rarity had brought with her, forcibly unhitching the cart and replacing it on her body instead. “Let me take that. You're tuckered out, Rarity, and you just saved my life twice over. ‘Least I can do is pull the cart.”

Rarity smiled tersely. “Thank you.”

AJ nodded silently and motioned for her to lead on.

They did their best to move towards the platforms to Old Canterlot without encountering anypony, and for the most part, they found success. There was a single close call that ended up with them all huddling beneath in an alley and desperately hoping they wouldn’t be noticed, but altogether, things had worked out reasonable well.

“Alright,” muttered Rarity as they arrived at the steam-powered elevator shaft that ran through the mountain, “this is going to be the dicey part. Leave the talking to me.” Coughing a few times to focus her voice, she removed the cloak, using it to carefully cover the engine, and primped her mane and tail a few times before sauntering towards the guards stationed at the entrance. “Ah, my dear stallions,” she cooed, her perfectly modulated voice immediately grabbing their attentions, “would you be so kind as to let me and the hired help pass through? We’re carrying delicate cargo that must be delivered posthaste.”

The first of the guards nodded eagerly. The second, though, didn’t seem quite as keen. “Delicate cargo, huh?” he grunted. “Let’s see it, then.”

“Oh, I’m ever so sorry, Sir, but it’s a rare species of insect from the jungle caves to the south that dies when it sees light. It must remain covered. I’m sure an intelligent pony such as you understands.”

His eyes remained narrowed for a moment longer before he sighed, dropping his heavy head. “Fine, fine. Bring it through.” Holding out a small pouch, he opened up, letting Rarity deposit several gleaming coins within.

Rainbow and AJ rounded the corner, being careful not to let the fabric slip off of the cart. Heart hammering in her chest, Rainbow occupied herself by pretending to listen to the ‘insects.’ When they passed, however, the first guard, who’d been so happy to let them pass, cocked his head at her.

“Hey...do I know you…?”

It took a moment for Rainbow to recover from the jolt of being called out, and she cleared her throat awkwardly. “Well,” she started, “I’ve lived here for a while now…”

“Ah, I got it! Spectral Blaze, right? You flew for the Empire on the Stonecutter in the war, right? My cousin’s uncle said you had a rainbow mane. He wasn’t kidding! What are you doing living down here in this dump?”

She nodded at him. “Oh, yeah, that’s me. Good old Stonecutter, hahaha. Well, life got hard after the war...” Trailing off and desperately hoping that she'd not have to answer any more questions, she walked past. They made it to the platforms with no further hassle and Rarity cranked on a large lever mounted on a steampipe running up the wall. Rainbow’s eyes trailed up it, following it into the blackness that rushed up the mountain’s smooth-carved bowels before them. Then a heart-stopping jolt rocked the platform, followed by the door ramming shut behind them.

AJ swore, running to the door, slamming her hooves against it for a moment before Rarity and Rainbow pulled her back.

“Whoa, AJ! Calm down, that’s normal!” Rainbow shouted, yanking the farmpony back to the center of the brass construct. After a few more seconds of silence, it suddenly shot skyward. AJ ended up plastered to the floor, totally unprepared for the jolt. Rainbow had only ridden the platforms up once, so she was rather unstable. Rarity was totally unaffected.

A minute or so later, the ride was at an end, and AJ peeled herself off of the polished metal. “Never...again…” she ground out, slowly shaking herself back to a resemblance of steadyness and reattaching herself to the mechanical burden. And not a moment too soon, as the door before them slammed open, revealing, in stark contrast to what they’d come out of, the gleaming, immaculate streets of Old Canterlot.

Quickly and quietly, they wound through the scenic boulevards until they reached an enormous mansion. Rarity, glancing furtively around, grabbed the cloak off of the cart once more. “From here, I need to take the engine. My magic should be recovered enough to carry it where it needs to go.” Leaving little room for discussion, she grasped it in her telekinetic grip, wincing a bit with effort but remaining firm. The three left the cart outside at Rarity’s warning: “Just leave it. It will track mud into the house, and we shan’t be needing it again anyway.”

The garden was even more chaotically spectacular in the fading crimson of the setting sun, the explosive hue highlighting the flowers brought from all over the world. Applejack stared openly at all the plant life around her, clearly at a loss for words. Rainbow did much the same as Rarity: with only a cursory glance and a brief appreciative sniff, she stared straight ahead at the colonnade, and the door at the end of it. Wrapping the handle in her magical grip, Rarity turned to them.

“Once we’re inside, we’re quiet, we’re quick, and we talk to nobody. You’ll know when we get where we need to go.” With that, she slid the door open, darting inside and carrying the cumbersome metal-and-magic lump behind her as gracefully as possible.

Rainbow and AJ shared a brief glance and a nod before plunging after, entering a world none had ever seen. The rich mahogany flooring and perfect carpeting, along with the venerably smooth stone walls and myriad paintings and golden ornaments, had them staring like the inexperienced visitors to this opulent world that they were. Rarity, by contrast, had clearly lived in this environment for years. She spared no glance, rushing through room after lush room and leaving no time for discussion. Eventually she stopped, sparing only a brief moment to unlock a small, somewhat out-of-place door, hurrying the others inside.

As she latched the door behind them once again, she exhaled heavily. “Thank Celestia we made it through that without any questions.”

From then on, descending a narrow, roughly-hewn stone staircase, she proceeded at a much more leisurely pace. The extended use of magic on such a delicate, heavy object was clearly taking a toll on her, but she continued, despite Applejack offering to carry it. Finally, they reached the end of the staircase, passing through a small vestibule that ended in a pair of plate-steel doors. Only then did she let the engine float gently to the ground, a faint smile hovering on her face.

“I’ve been preparing for something like this for years, and this,” she prodded the engine, “is the last part I’ve needed.” With that, she threw the doors open, revealing the scene inside.

It was a tremendously large hangar-space carved out of the mountain itself, the last wall carpeted with a series of suspiciously-glowing objects. Across the walls were a series of workbenches which, in stark contrast to Rainbow’s workshop, had hundreds of different tools, some incomprehensible to AJ, fastidiously arranged upon them. Off to the side, discarded, lay a pile of old Cadance regulator skeletons. They were dark, the magical essence in them poured carefully into a pair of large glass tanks hooked by hose up to a metalfusor. The air was suffused with the metallic tang of copper and brass, and the faint burnt-bread smell of concentrated aether. AJ shivered in the cold of the mountain.

By far the most dominant element, though, was the skeletal airship that lay in the center.

Carpeted by weld scars showing where it had been pieced together from hundreds of different components, it was mostly complete. A single hatch was open in the side, showing a single ugly blank space: where the final main engine would sit.

Rarity carefully levitated the part in question the last seventy or so meters, letting it come to rest by the opening, and nodded to the mechanic. “I've had to buy the parts to this off of a huge amount of vendors, and I've gotten pieces fixed at almost every mechanic in Old Canterlot. They ask fewer questions. Rainbow, if you would?”

Rainbow was startled out of her momentary daze. It had been well over a decade since she’d seen an airship this close, and her face was covered in a giddy smile that she’d not shown for nearly as long. She saluted. “Right away, Cap!”

Rarity laughed to herself as the pegasus dove into her work. “Hey, Rares,” the pegasus called, “can you lift this up for me?”

“Don't call me Rares,” she responded, the laugh still in her voice, as she levitated the engine into its place.

Rainbow was too distracted to be upset by the request as she dove into the airship’s guts. “Just...connect this right here, and…” she indistinctly muttered as she worked. AJ chuckled right beside Rarity. Only a few minutes later, Rainbow popped out, breathing heavily. “We’re good to go!”

Rarity started forwards eagerly, but AJ stepped in front, holding her back with a frown. “Hold your ponies, Rainbow. I thought you said the engine didn' work right yet.”

Rainbow shrugged, supremely uncaring. “I mean, yeah, there are a few kinks to work out, but it's not like we'll get anywhere without turning it on first.” Ignoring AJ’s warnings, she clambered aboard the airship and cranked the ignition on the helm. AJ ducked, pulling Rarity down with her and bracing herself for an explosion.

There was a gentle thrumming.

Slowly, she uncovered her face and took her hoof from the indignant Rarity’s neck, the only loud sound being the exultant whooping that came from the helm. "Haha! Even after all these years, I've still got it!" The limp cloth pouch holding the gas envelopes began to swell, slowly coming to swollen attention above the craft. Rainbow hopped down from the helm, vibrating with excitement, and sprinted towards them. "She's purring like a kitten!"

There was a loud, slow knock at the metal doors. All three ponies froze.

A brief time passed in total silence before the knocking came again, faster and more insistent. "Dutchess Rarity Belle, we know you're in there!"

Rarity began to trot uncertainly towards the door, motioning silently for the others to get on the airship. "Tell Rainbow to get her spinning up," she whispered to AJ. "Yes, what is it?" she called loudly to the door.

The response was immediate and uncompromising. "You have been accused and convicted of harboring a traitor to New Harmony. Turn yourself, the traitor, who goes by the name of 'Applejack,' and any accomplices in, or we will be compelled to use force."

Rarity gulped, feeling the gulf of the unknown that loomed before her. All she had to do was turn AJ and Rainbow in, and her political standing would take a slight hit, but remain largely intact. As the Lady Steward’s aide, she had enough clout and contacts to assure her of that. All she had to do was open the door.

"I'm terribly sorry, officer," she began, feeling blood beginning to boil in her brain at the decision that was now hurtling out of her control down the tracks of her mind like a runaway train, "but I'm afraid I'm going to have to tell you to kiss my plot!"

With that, she lifted a glass cover on a blood-red button on the wall, slamming her hoof into it. The totally illegal objects on the far wall flashed twice in quick succession, then exploded in a coruscating halo of cyan light, ripping an opening in the wall to the light of the sky outside. It's waiting for me. She ran towards the airship, shrieking "Go! Go!" as loudly as she could. As she climbed aboard, she could feel its thrumming increase to a deep-throated roar, and it began to inch forward, quickly accelerating as it nosed towards the clouds ahead.

She heard the voice on the other side of the door give a muffled order and the door was blasted inwards, the Imperial guard dashing after the small airship. It had already picked up too much speed, though, and they were left in the slipstream as it flew. A few fruitless firearm rounds zipped past it, but it soared through the maw in the mountainside largely unimpeded. Rainbow strained against the speed, feeling it go faster than Incarnadine ever had, and her face was set in a huge grin as she looked ahead, once more feeling the wind abrading her face. She whooped with fierce, savage joy, and pushed the throttle lever as fast as it could go, relishing the engine's vibrations that she could feel through the deck.

"Can you see me now, guys?" She howled, still grinning as tears streamed down her face. She flew on, towards the setting sun, flying west into the fading, dusky horizon. Let New Harmony pursue if they would, it mattered not. The future waited.

A World Of Open Skies

Author's Note

And so it begins.

Chapter Two - Western Skies

The wind howling by Rainbow’s head filled her ears, her teeth gritting angrily against each other as the wind nearly drowned away the bullets screaming far closer to her than she would've wished. Occasionally a heavier cannon fired alongside the autoguns, forcing her to constantly keep moving in serpentine.

She'd found out, to her frustration, that Rarity’s cobbled-together craft had no armaments whatsoever, and now was keeping as far ahead of the Draco-class light pursuit crafts that were chasing as possible. Unfortunately for the three mares, the outdated engines couldn't quite surpass the brand new components of the Imperial ships, and they were slowly gaining.

It had been relatively smooth flying for the first few hours of Canterlot, but it was not to last. The radio by the helm had crackled to life, broadcasting on all frequencies an enormous bounty on an unnamed, ramshackle airship with three crewponies headed due west from Canterlot. From that point onwards, it had become a frustrating nightmare of avoiding both Imperial and civilian airships attempting to either bring them in our shoot them down.

Until now, they'd been able to scrape by with a combination of Rainbow’s daring and fortunate luck. It seemed now that their fortune was running out. It had been over forty-five hours since Rainbow had slept and it was showing in her flying. Her reactions were occasionally sluggish, and she was starting to make stupid mistakes. The bags under her eyes, though ever-present, were significantly more defined, and sore against the wind. Rarity had begged her repeatedly, when they weren't attempting to outfly another airship, to let her take over, but Rainbow refused to relinquish the helm, always responding in the same way, give or take a few words: “Sorry, Rarity, but I've got no time to rest. Don't worry, I'm fine. I'll sleep when we're safe.”

Her hooves twisted the servos and she manipulated the controls expertly. The airship suddenly slid to a halt, rapidly losing altitude as it turned precisely ninety degrees around. Unable to respond quickly, the two Dracos slid past for quite a distance. By the time they'd turned to face the more nimble ship, it had resumed motion and established a sizable gap, putting them out of the light pursuit crafts’ firing range for a crucial moment, taking a second to wipe the sweat from her exhausted eyes.

She winced as she looked behind. Though she'd barely left, the Dracos were closing rapidly. The first artillery shells thundered from their cannons, their shimmering steel blasting narrowly passed the ship.

I can't keep outmaneuvering them forever, Rainbow thought grimly, this time overfilling the balloon with air and rising quickly, again momentarily escaping the fire arcs of the heavy guns. Desperate, she punched the radio transmitter button, shouting into it as she broadcast the signal across all bands: “If there's anyone out there, we need help! Unarmed civilian airship Incarnadine,” she continued, relapsing into old habits under stress and exhaustion, “under attack by two Imperial Draco-class light pursuit crafts! I repeat, we need help!”

Leaving the radio open on all channels in desperate hope for a reply, she resumed evasive maneuvers. It quickly grew more complicated: the two pursuers split, closing around her pincer-style, one low and one high. She considered trying a midair spin again, but quickly reconsidered; in that position, it would expose the broadside in a blatant invitation: SHOOT ME.

A spray of autogun fire pinged off of the metal centimeters from her hind hooves. She jumped slightly, eyes wide. The booming of the cannons was closer now, and the ship rocked as a shell clipped the hull before rocketing off into empty space. Rainbow closed her eyes a moment, a silent prayer to Celestia coming unbidden.

Kssshhhhhhttt

Hello?

Her eyes slammed open. Grabbing the radio transceiver and adjusting the dial to the frequency it was coming in on, she chattered rapidly into it, “Yes, pilot of Incarnadine here! Can you hear me?”

The voice that fizzed through the radio was a mare’s, somewhat lilting and melodic. Captain Lyra of dubiously-legal armed civilian airship Skyshard here. You're coming in loud and clear! We heard you're under attack by New Harmony airships, and lucky for you, I really don’t like New Harmony. What are your coordinates?

Ignoring the tears of relief made trailed down her face, she checked the navbar, quickly scanning the clicking counters. “North seventy-three, west fourteen, elevation thirty-four hundred meters!”

We're no more than a degree or two off on both counts, roughly the same altitude. Hold out for another two or three minutes, then we can start covering you!

The radio went silent. Rainbow, even renewed by the incoming hope, knew there wasn't time enough time. So, she decided to do something utterly insane and stupid to buy some more. Something only Rainbow Dash would do.

Screwing up her face, she slammed her hooves on the deck, sending clamor ringing through the ship. “Rarity!” Her voice was as loud as she could push it, and sure enough, the unicorn soon trotted up to the controls.

“What is it?” She shouted over the wind.

“You know how to fly this thing, right?” A nod. “Good! When I say so, take the controls!”

“Wait, what? What are you planning, Rainbow!”

“Just do it!” shot back Rainbow. She veered to the left suddenly, circling rapidly and ending up broadside right next to one of the Draco airships.

“Wait, Rainbow, you're not seriously thinking...”

“Fly!” the pegasus screamed, dashing to the edge and jumping off into space.

The scene was frozen for what seemed like hours. Her lithe, athletic form hung suspended in the ice-cold void between the low clouds and the untouchable stars, mirrored by the newly-christened second Incarnadine and the Draco. Rarity looked on in silent horror. The gunner she was leaping towards stared in confusion. All seemed perfectly soundless. Her intact wing flexed and contracted reflexively, and she suddenly recalled with utter and perfect clarity how it felt to fly.

Then time resumed.

She crashed into the gunner, the adrenaline searing through her veins banishing for a moment the heavy weight of exhaustion. She hurled around, tossing the unicorn screaming over the side. Snapping out her hindquarters, she broke the autogun off at the hinge. It plummeted after its former operator, vanishing into the night sky beneath. “HEY!” she screamed at the top of her lungs, “COME AND GET ME!”

The Incarnadine dodged and wove elegantly through the fire of the other Draco, but the one Rainbow had boarded ceased its battery, too occupied with attempting to stop the slippery mare before she caused any more damage.

It took them no more than a minute to grab her, tiredness dragging her down as she ceased being as agile as she could've been. But it was enough. As the Draco’s crew returned to their postings, leaving Rainbow tied up in the small cargo hold, a sleek, huge icy-blue airship shaped like a javelin pierced the clouds, a sudden volley of explosive steel raining from its numerous noseguns onto the other Imperial ship. It lasted all of ten seconds before buckling about the middle, equine bodies plummeting away as it transformed into a mangled mess of steel falling to the roiling clouds below.

Aboard the Skyshard, a minty green unicorn levitated the transmitter of an elegant radio up to her face, a wild smile on her face as she clicked it over to the go-to Imperial radio frequency. “Attention Draco! This is the Skyshard! How are all of you today?”

Crackling through her receiver came a swear, then blaring alarm klaxons. Lyra laughed out loud. “Oooh, they think they’re getting away! Gunners!” she called behind her, “are the rockets reloaded?”

“Yes, Cap!’ came a universal consensus from half a dozen voices.

“Good! Fire in three…”

The radio blared again, this time broadcasting Rarity’s panicked voice: Skyshard, whatever you do, don’t fire on that Draco! Our crewmember boarded them to buy us time! Can you help us get her back?

“Well, how ‘bout that...haven’t heard her voice in a while. Hold fire!” shouted Lyra, holding up her hoof. The gunners, primed and ready to fire, eased their hooves off of the trigger levers as Lyra picked up the transmitter again, dialing in to the Incarnadine’s frequency. “Sure, I’ll see what I can do. If they fire on me, though, I’m blowing them out of the sky!” Another laugh exploded out of her as she twisted the dial sharply, back to the Draco in the bizarre three-way communication. “Hey, whoever’s piloting that Draco! Give the Incarnadine their crewmember back or I’m sending down to your friends!”

Buck off! came the screamed reply through the receiver. Rolling her eyes, Lyra sighed happily. “Yes! This is the best part!” She worked the servos rapidly, rolling broadside to the Draco. “Harpooners!” she called. A few moments later, the thump-hiss of steam-launchers firing cabled harpoons sang through her ears. She giggled happily as six of them found purchase in the Draco’s hull. “Alright, bring her in!”

The broken autogun mount that Rainbow had smashed was useless against the Skyshard as the grinning gunners activated the cable winches, ripping the Draco through the air straight towards them.

Lyra rammed the throttle into neutral, her magic grasping a brilliantly-tooled two-shot pistol from a holster on her flank. “Prepare to board!” she called over the sound of retracting cables, smile still plastered to her face as she additionally drew an engraved sabre from the opposite hip. “You’re looking for a pony from the Incarnadine,” she shouted, pointing at the circling airship, “probably tied up somewhere in the cabin or hold!”

The sky-shuddering thud of two airships colliding rebounded through her hooves as the Draco finished its retraction, its crew gathered on deck armed with typical Imperial issue weapons. Giving vent to one last chuckle as she galloped to the edge of her helm, Lyra swan-dove off the side, rolling as she landed on the bow. She lifted the sights of her pistol to her eye, snapping off two quick shots into the mare with the purple-line uniform, one in the chest, one in the head. “Skyshard,” she bellowed to her oncoming crew, “show them how it’s done!” With that, she charged into the melee, ripping her sword across every Imperial uniform in sight.

As she danced her way elegantly through the combat, she caught sight of a flash of silver as a blade flickered towards her, drawn by blisteringly fast magic, and she barely dodged it in time, letting it skate off the edge of her own to deflect it off to the side. Tracing the leylines of magic, invisible to non-unicorns, she found it connecting to a lean, haggard stallion, his eyes narrowed as he carved the blade across her crewmates.

Forgetting the rest of the combat in favor of the unicorn, she launched her own blade at him, spearing it towards his throat. He waited until the last moment before sweeping his blade crossways, knocking hers aside without apparent effort. “Artless,” he sneered at her, barely heard over the mayhem as he turned the deflection into a viciously quick stab.

Returning her emptied pistol to its holster, she replaced it in the air with a viciously-sharp keris that had sat behind it on her flank, returning her sword to float beside it as she used the knife to block the lunge, turning the motion into a fluid revolution around her in a perfect arc to slash the throat of an Imperial running up behind her. Her eyes narrowed, locking with that of the stallion’s as he stared haughtily down at her from his position at the stern.

From her position at the helm of Incarnadine, Rarity looked down at the maelstrom of flashing steel and roaring gunfire beneath her. She had been joined on deck by AJ, airsickness forgotten with the gravity of the situation.

“AJ,” she suddenly burst out, “I’m taking us low over them. Get to the edge.”

“You nuts?” AJ responded immediately.

A baleful glare bored into her. “Those ponies down there are risking all of their lives to help Rainbow, who is, in fact, the only reason we are both still living. I hate to pull this, but I got you out of Canterlot. You owe me. So I’ll ask again, get to the edge.”

Hissing with frustration at the earth pony, Rarity continued. “We’re moving quickly, and slowing down could be dangerous. You’re not going to have a vast amount of time to make the landing, and if you miss, nopony’s catching you. You have one shot at this, understand?”

Giving her an angry glance, AJ responded. “Yeah. I got it.”

“Alright,” huffed Rarity, “we’re going low now. Be careful down there.”

Poised on the edge, AJ grumbled to herself as she measured the distance between her and the deck of the Draco. All told, it had to be at least five meters, and while normally that would present little difficulty for her, it was from one fast-moving airship onto another airship over an endless abyss of sky, down into a bloody mess in which it was more than likely she would be injured or killed. Then she realized that Rarity was at least partially right: Rainbow had made a similar jump, having been awake for nearly two days running, to buy them time to escape. Otherwise they’d be scattered to pulp on the ground by now. So she screwed up her eyes for a moment, gathering courage and muttering, “here I come, Rainbow,” under her breath before stepping off the edge.

What followed was a heart-stopping handful of seconds as the deck beneath her grew more pronounced, and she braced for impact, reaching her hoof up to stop her hat from falling off.

Then impact,

She cannoned into the deck of the Draco with a sound like thunder, her incredibly strong legs and earth pony resilience absorbing any damage. For the briefest moment, the fighting around her hiccuped as Imperials and the crew of the Skyshard looked at her with abject confusion.

Then an Imperial took advantage of the delay, launch a strike against a unicorn who wielded a sword and long knife. She blocked clumsily, grunting, and he kicked her hard, knocking her screaming off of the deck. One of the boarders, a burnt-orange pegasus shouted, “Captain!” His voice was suffused with rage.

The scene roared back into chaos. A pony in uniform ran at her, swinging a sword wildly. She ducked under it, pivoting and smashing him in the jaw with both hooves. He crumpled to the ground and she took advantage of the brief delay to gallop towards the first door she saw, charging another pony bodily out of the way and smashing the flimsy lock apart with a single buck.

“AJ?” croaked a voice from inside. The pale moonlight from outside glittered through the doorway, illuminating the tied form of Rainbow.

“Yeah, it’s me,” AJ replied as she unknotted the rope. Rainbow’s grateful, bloodshot eyes suddenly widened.

“Behind you!” she cried, and AJ whirled. Not in time, though, to stop the magically-suspended, bloodstained sword from pressing none-too-gently against her throat. The stallion before her looked ill, but his pale eyes burned with fixated life. His voice, when he spoke, was not raspy as AJ had expected from his rough exterior; it was smooth, almost hypnotic. Oil sliding over ice.

“Now then, let’s all just calm down, shall we?”

Lyra had definitely been in worse situations. She knew that for sure. She just couldn’t think of any off the top of her head.

She kept her foreleg firmly wrapped around the sword hilt, trying her best not to look down as she dangled from the blade embedded in the side of the Draco.

The deck above her had gone quiet a minute or so ago. She wasn’t sure which side had won, but based on the fact that nopony had crossed back over to her airship over the harpoon lines, she assumed the worst. Gritting her teeth, she strained upwards for the fourth time, feeling her joints pop. This time, she managed to get a grip on the jutting spar of steel above her. Now that she was no longer dependent on it for her continued survival, she yanked repeatedly on the sword beneath her with her magic, exceedingly conscious at the gusts of wind tickling her hind legs. When it ripped out of the side of the ship, she hauled herself up. She stood precariously on the thin platform, slowly edging her way over towards the stern, where she could see a narrow ladder leading up from the piece of metal.

From a pouch on the side of the holster, she withdrew her two spare bullets, loading them into her pistol and priming the manafilaments that served as the firing mechanism for detonation. The pale blue light they exuded leaked from the carven details, lighting a relief-carved swirl of wind from the inside. Taking a deep breath, she slowly climbed the ladder, peeking over the side.

It was as she’d feared.

Her few remaining living crewmembers were manacled to a post with a crude chain, limbs tied together. Most of them lay on the deck, staining the wood with deep red. Artfully drawn curved slices decorated most of their corpses, evidence of their killer: the unicorn stallion’s deadly sword.

She, herself a surpassing swordspony, had managed to occupy him for a good while, but then he’d taken advantage of her distraction with the earth pony falling from the sky to strike at her. She’d blocked clumsily, knocking her off balance, and from there, it had been an easy task for him to kick her off the edge. She’d only barely managed to catch herself with her sword, embedding it into the side of the ship and clutching it for dear life.

For another time in not long enough, she cursed herself for not saving a bullet for such a situation. The officer had died after the first; there had been no reason other than sheer satisfaction to shoot her a second time. After she’d begun dueling him, there had been no time to reload. She had been single-minded in her fight; anything less would’ve meant instant death against a pony as skilled as he.

“Where are you, you bastard…” she muttered, scanning the deck for any sign of him, pistol floating by her side beneath the deck line. Though she was running a risk of enemies noticing her glowing horn, it was a low-powered spell, so the light was negligible. She hoped that would be enough to keep her from being detected.

There he was!

He was guiding two mares to the line, a pegasus and the earth pony that had fallen from Incarnadine. That pegasus must’ve been the other crewmember, she realized. Drawing a careful bead on the stallion as she ever-so-slowly raised the pistol, she held her breath and squeezed the trembling trigger lever.

Once. Twice. The shots rang out across the deck. The stallion fell.

Alarmed, the crew of the Draco started to draw weapons, but even their unicorns were in a totally different class than the nameless stallion. They’d barely even extended their magic before Lyra’s flashing blade was cutting them. In barely a moment, three had been brutally slaughtered. Taking the initiative, her first mate Flash Powder hurled the chain that bound his hooves together over another’s head, choking her out. “Cap! Here!”

Lyra and Flash had been together since she could fly an airship. It had been many, many years, and in that time, they’d gotten to know each others’ thought processes perfectly. So Lyra immediately understood what he was after. Her sword darted out again, knocking a unicorn’s blade out of trajectory in the process, and smashed into the pulled-taut chain. It parted with a keening shriek, leaving Flash free. He whirled, bucking the oxygen-starved pony in front of him to the ground and grabbing Lyra’s looted keris from her belt. “That’s my captain’s,” he snarled viciously, plunging it into her neck before tossing underhand it to its rightful owner. “Never been so glad to see you, Cap!”

Lyra’s grin returned as she intercepted it with her magical field, using it to block a sweeping boarding axe as she knocked a pistol from the shaking hooves of a pegasus with her sword, running him through in the same motion. “Never been so glad to have you as a first mate, Flash!”

In short order, Lyra had dismantled the remainder of the Draco’s crew, no injuries to show for it but a half-dozen small cuts scattered across her body. The only real injuries were the shredded tip of her left ear, half of which had been taken off by a too-close-for-comfort bullet, and a sore knee that had been bludgeoned by the butt of the gun that had fired said bullet as its wielder’s last act. Sheathing her two blades, magic largely spent after a series of battles--she was never the most gifted of unicorns--she manually fished through the pockets of the mare Flash had asphyxiated and stabbed until she found a key, quickly unlocking her crew.

When she came to the two foreign ponies, her eyebrows drew together angrily. “If it weren’t for you two,” she growled, “my crew would still be alive.”

As AJ struggled to find an adequate response, Lyra suddenly burst out laughing. “But hey, that’s life for a crewmember on the Skyshard! If you’re not ready to die, stay on the ground!”

AJ looked at her with some concern, but those worries were soon shunted aside by a tremendous yawn from Rainbow. Lyra tilted her head at the pegasus. “So you’re the one that radioed me?” Rainbow nodded soundlessly, then toppled forward, exhaustion and stress taking their toll. Flash jumped forward and caught her, holding her up as Lyra unbound her manacles, proceeding to AJ’s soon after.

“I’m sorry ‘bout Rainbow. She’s been up for two days flyin’ now, and it shows. I’m Applejack, but you can just call me AJ.” She stuck out a hoof, which Lyra grasped eagerly.

“Lyra. Let’s get back on the Skyshard. There’s a platform on top that’s small enough for your ship to land on, and I’m done with this damned ship.” She spat hatefully on the deck of the Draco before walking to the platforms that had been strung over the boarding lines. “Come on, let’s get off of this trash fire.”

AJ hastily followed, walking after the still-Rainbow bearing Flash Powder to the belly of the Skyshard. She turned sadly, looking back at the bloodstained, corpse-strewn Imperial ship, the previously-immaculate uniforms bled over into red. “This ain’t what I wanted…” she muttered, then turned away, walking after Lyra and into the guts of Skyshard.

As the grappling harpoons disengaged with a rapid pinging sound, the roughened stallion opened his eyes.

The radio on Incarnadine fizzed again, and Lyra’s voice buzzed through it: Hey, whoever’s piloting that ship, there’s a platform on top of mine where you can land. I’ve got your two friends here. Come down and join us.

Pressing a hoof to her heart, Rarity sighed in relief. “Thank Celestia, they’re ok…” she murmured, veering to the disengaging Skyshard and decelerating rapidly until she matched its speed , turning until she was parallel with the larger ship. Descending, she touched down gently with no issue. Sighing hugely, she engaged the magnetic docking clamps and left the helm.

Upon dropping down from the ship, she was met by Lyra and AJ. She grinned at Lyra, reaching out a hoof. “It’s been a while, Lyra. Nice ship. You’ve done nicely for yourself, it seems.”

Lyra stepped forwards, meeting Rarity’s hoof with her own, eyes and voice suffused with incredulity. “Oh, have I ever. I can't believe you're here, Rarity. Looks like you finally got out of that damn city. Must be nice to be back out in the skies, huh?”

AJ looked back and forth between the two in confusion. “Hang on, y’all know each other?”

Rarity turned to her. “Yeah. She’s a friend I haven’t seen in ages, not since my piloting days near the beginning of the war, some twenty years ago now, I think. We’ve kept in contact occasionally by radio, but she’s rarely near Canterlot, and I’ve been kept busy by attending to the Lady Steward. I knew she was in the area, but I didn’t think we’d actually run across her.”

“Huh,” AJ mused, “so you two flew for New Harmony in the war?”

Rarity laughed. “Oh, Applejack, no. I didn’t always live in Canterlot. Where do you think that string of code I spouted to Rainbow back in NC came from? Lyra and I both flew for the Alliance.”

AJ stepped back a few steps, face a picture of confusion. “Wait, you’re kiddin’.”

Rarity shook her head. “Not even. She avoided the Harmony killings by fleeing west, I avoided them by melting into Old Canterlot and worked my way up over the years. Why would I joke about that?”

AJ sighed, face falling flat. “You wouldn’t. Only I was kinda hoping you were. The Apples supported New Harmony. Guess I still kinda do.”

Rarity laid a hoof on her shoulder, withdrawing slightly as she flinched away. “Applejack, I understand how hard it is to let go of a conviction. But,” she motioned at the floating wreck of the Draco in the distance, “New Harmony’s just tried to kill you in quite a few fun different ways. Don’t you think it’s about time you cut ties?”

Another sigh from AJ. “...I know. It’s just...I grew up on stories of the heroes of this empire during the war. I can’t let go of them. I’ll fly with y’all for a while, but I’m not goin’ to give up on New Harmony, ya hear? Not yet.”

Lyra shrugged. “Well, that’s good enough for my ship. What about you, Rarity? You breaking off with her over something like that?”

Rarity laughed. “Come on, you know me better than that. She came with me out of Canterlot, which means she’s okay by me.”

“Well, now that we’ve gotten that sorted,” chirped Lyra suddenly, “you’re all going to need to get belowdecks. We’re going to accelerate, and I’d rather not have either of you blowing off the back under my watch.”

AJ frowned. “Really? How fast does this thing go?”

Lyra guffawed. “If the fastest you’ve ever gone is that rust bucket Rarity cooked up, have I got a treat for you. Now get down there. In ten seconds, I’m hitting the punch. Ten...nine…” she counted down, sauntering over to the helm controls.

As she counted, Rarity and AJ scrambled down the hatch, slamming it closed just as the countdown was drawing to a close. A sudden thud bumped through the ship and the two ponies fell over backwards from the sudden speed. The Skyshard pierced through the sky with seemingly-impossible speed. Now Rarity could understand how this ship had closed on their position earlier so quickly; it was a work of functional art.

Several hours later, Rainbow’s eyes flicked open in the darkness of a room lit by a single faint candle and she blinked a few times, disoriented by the unfamiliar surroundings. She rolled out of her bunk, landing on the ground with a thud and grimacing, realizing just how sore she really was. “Aghhhh...” she hissed out, curling into a ball on the floor as she waited for the cramps and pain to abate. She felt as though her entire body was bruised.

At length, she felt intact enough to tremble to her hooves, hobbling to the door. She felt hungover, her previous exhaustion even now taking its toll as she left the room, eyes stinging as she wandered a labyrinth of narrow, brightly lit corridors. She encountered a window, looking out it and gasping. Beneath them was a landscape totally different from that of Canterlot’s surroundings where she recalled being. The smell of the air in this ship was intoxicating; a perfume of oil and brass, the scent of airship unmistakable no matter where one was.

Following the hum of the engines, she followed the sound, exploring deeper down into the ship until she arrived at her eventual destination on any airship: the engine room.

As she closed the door behind her and beheld the engines of whatever airship she was on, she gasped involuntarily. She had no idea what kind of engines these were, but whatever they were, they looked gorgeous to her mechanic’s eyes. For a moment she reached down before forgetting that she’d left her spanner on Incarnadine. She frowned, slowly stepping closer to the machines.

“I wouldn’t do that if I were you.”

She jolted as a vaguely familiar voice exploded out from behind her. She turned as a sea-foam green unicorn walked in after her. “I was wondering when you’d wake up, Rainbow Dash. I think I met you a long time ago while flying for the Alliance, but I can’t be sure. So I’ll just introduce myself as a new pony. I’m Lyra. You heard me over the radio. This is my airship, the Skyshard. You’ve been asleep for fifteen hours or so, if I’m not wrong, and I’m taking a moment to rest. Your friends told me you’re a mechanic, so when I saw you gone from your room, I figured you’d probably be here.”

Rainbow cut straight to her first question with no preamble: “I looked out the window. Where are we?”

Lyra chuckled. “Straight to the point, I see. That’s good. We’re a little west of Baltimare, which is where we’re heading. There’s still a good chunk of underground Alliance there, and New Harmony is more lax there than it is in most places. That’s where we’re regrouping.”

“Baltimare? In fifteen hours? It took us two days just to get out of Canterlot airspace, and we were going west! What kind of engines are these?”

Lyra stepped up to the largest of the engines, stroking it affectionately. “This is one of the newer engines. I took a look at your ship. No offense, but it’s horribly outdated. Nobody’s used Cadance regulators since long before the war ended. Too inefficient to use liquid mana injectors. These shove pure manafilament straight into the combustion chambers. Sure, it makes a ton more exhaust and heat, but the speed you get out of them is great.”

Rainbow stared at the engine, fascinated, trying to puzzle its operation out. “Awesome…” she mumbled, eyes unfocusing. Lyra burst out in a gout of laughter.

“It is, isn’t it? Now come on. Your friends probably want to talk to you.”

Rainbow was still stiff and sore, and it took far longer than it should’ve for the two to arrive at the hatch leading up to the deck. “C’mon, up you go,” shouted Lyra, nudging Rainbow up the ladder. “You’re so slow! Can’t you go any faster?”

Hurrying herself, Rainbow emerged into the searing sunlight. Her eyes, adjusted for the dimness of the interior of an airship, screwed themselves shut until she felt that she wouldn’t go blind anymore upon opening them, and she did so.

The long, thin ship stretched out before and behind her, and to the sides, the perfect, cloudless sky stretched. The Incarnadine had been bolted to the wood of the deck, and Rarity and Applejack stood on the deck, discussing in angry tones. “Damnit, Rarity! I left Canterlot with you, but I damn sure never agreed to get involved in a war!”

“Well, what are you going to do, then? Every Imperial soldier in New Harmony knows your face by now, and you definitely won't be able to talk your way out like I could.”

“An’ what's that supposed to mean? You callin’ me stupid?”

“No! You're not stupid! But you haven't had two decades of training and practice in diplomacy!” Rarity’s voice was growing strained, slowly climbing an octave.

AJ stomped once, the clang making Rainbow winced as her headache pulsed. “I told you, I don't care what's goin’ on. I told you, didn't I? I'm not givin’ up on New Harmony!”

Rarity exhaled pointedly, clearly trying to restrain her frustration. “AJ, what else can you do? They’ll be looking for you in Ponyville. They’ll be looking for you everywhere. If you come with us, at least you’ll be safer.”

Lyra sighed. “They’re still talking about this? They’ve been going on for hours now!”

Rainbow frowned. “Going on? About what?”

Lyra shrugged. “Eh, Rarity wants AJ to join the Alliance, and AJ is still hopeful for New Harmony. I say, it doesn’t really matter as long as she doesn’t try to blow me out of the sky, but that’s just me.” She sighed. “I came and helped you guys because I’m sick of them bullying others around, but that doesn’t mean I want another war.”

Rainbow nodded. “I know what you mean. On one hoof, I’m done fighting, and I just want to live, y’know? But on the other...” she grimaced, “I want revenge on the ponies that took my crew from me.”

Lyra looked sidelong at her. “Yeah, about that. Rarity did mention you were Alliance too. What crew did you fly with?”

Rainbow sighed. “If you gotta know, I flew with Surprise, Fluttershy, and Double Diamond. But I’d really rather not talk too much about them. Old wound, but still raw.”

Lyra nodded. “I respect that. But...if it means anything, Surprise was one of the best ponies—and pilots—I’ve ever met.” Rainbow nodded wordlessly.

The two sat in silence for a bit, listening to the continued arguing from Rarity and AJ, before Rainbow turned to Lyra. “So...uh...are we gonna stop them?”

Rolling her eyes, Lyra grinned. “If I must. Hey! You two! Shut up and get down here!” she called up at the two ponies.

“Do you mind, Lyra? I’m in the middle of something—Oh! Rainbow!” said Rarity, bouncing from irritation to elation in record time.

AJ kept glaring at her a moment longer, muttering “this isn’t over, Rarity,” under her breath before turning. “Good t’see you awake, Rainbow. We were right worried about you.”

Rainbow grinned before grimacing a bit. “Yeah, no worries, guys, I’m fine. Just a headache from tiredness is all.”

“Well, I do hope you feel better soon,” said Rarity, AJ nodding in accordance.

Rainbow smiled cockily. “Thanks. So do I.”

The three continued to talk relatively meaninglessly for the next half an hour or so, during which Lyra returned to the helm, As their conversations drew to a close, Lyra hollered back at them, “We’re coming in for a landing on the Baltimare central airdock! Be ready for a jolt! And if you have anything you can use to cover AJ, do it now!”

Rarity chuckled loudly as she dove down into the guts of the airship, coming up with a vindictive gleam in her eyes and one of her still-preserved black cloaks. “Ohhh, AJ…” she singsonged, creeping up on her, “ready to wear a cloak again?”

Seemingly in no mood for games, AJ snatched it out of the air immediately, donning it and pulling the drawstring tight. Her hat went into her saddlebags, secured tightly to make extra sure it wouldn’t fall out. “I can’t deal with that right now, Rarity. This is bad enough on its own, you don’t need to make it worse.”

The airship was shrouded in intense silence.

Then came the docking crash familiar to any pilots, and a spring-loaded gangplank extended with a chunk from the deck, leading through the warm, wet sea air and into Baltimare.

Chapter Three - Baltimare

It was fortunate that Lyra had thought to cover AJ, for nearly as soon as they departed Skyshard, the WANTED poster of her face pasted to a nearby pillar had them jumping at shadows as they delved into the mechanical depths of Baltimare.

Unlike Canterlot, Baltimare was neither a destitute slum town or obscenely rich. The air was heavy with a combination of fog from the Horseshoe Bay and thick industrial smog that seeped from the city’s smokestacks. The air smelled of oil, repulsing AJ. Her muzzle crumpled, and Rainbow chuckled, breathing in deeply. Contrary to AJ’s farm sensibilities, the smell of oil relaxed her deeply, reminding her of what were, at least to her, better days.

Baltimare was the largest industrial production center east of Canterlot, matched only by Los Pegasus to the west. It churned out a phenomenal amount of airships every month. Rumor held that even the Lady Steward’s personal airship had sprung from the mechanized womb of Baltimare,

Beneath the towering factories in the distance lay sprawling acres of close-set brick buildings. It somehow seemed that almost the entire city had been created solely with brick. Many of those who lived in Baltimare—most, in fact—worked in the factories, and had housing partially or totally paid for. It was easy to recognize one of the factory workers; around their hooves, they wore colored bands, almost like gang signs, showing for whom they worked. And just like gangs, they were insatiably hostile towards those belonging to different factories.

It was into this warm, wet miasma of soot and steam that the four ponies trotted. AJ alone had never seen the city; she gawked like the tourist that she was. The other three were much more focused. “Is the old safehouse still in the same place?” muttered Rainbow under her breath to Lyra, the most up-to-date on information, receiving an incremental shake of the head and returning it with a quiet groan. “Ughhh. Alright. Take us to wherever the new one is, it's been ages since I've been here.”

Nodding briefly, Lyra led them through the grungy airdock, skirting around the occasional slicks of oil on the polished floor. It was extraordinarily crowded, ponies of all walks of life packed together, from the constable with his billy club and three prosthetic legs, to the gentry checking the time for the seventh time in a minute on an ornate gold pocketwatch, to the rag-clothed urchin that crept through the crowd, looking for particularly rich pockets. She looked on it all with a strange fondness. “No matter how much time I spend in the sky, this city never seems to change.

There were, of course, a smattering of New Harmony guards among the crowd, but compared to Canterlot, they were but a mild nuisance, a reason to pull your hood up higher instead of a real threat. There were just too many ponies for them to have any real impact.

As they ducked out of the immense crowd, Rarity exhaled a shaky breath. Lyra looked at her curiously. “Hey, you alright?”

She nodded. “I'm...fine. I've lived in Old Canterlot too long, I'm not used to industrial smells anymore. I'll be fine, just…” she shuddered, “just give me a moment and I'll be fine.”

She stood a moment, breathing deep in the smoggy air, before smiling faintly. “I'm alright now. Let's go.”

Lyra looked at her for a second, concerned, then shrugged. “If you're sure. It's this way.”

They followed Lyra through a series of increasingly less traveled and dirtier streets until they eventually arrived at an immense pipeline. Lyra shook the grate off of its loosened moorings, placing it quietly aside and quickly ushering the other three through. She replaced the covering immediately afterwards, giving no time to catch breath as she lit her horn up with an amber-gold glow, leading the mares into the industrial darkness.

AJ put her hat back on. “What am I doin’?” She muttered as she followed.

“Celestia’s bones!”
“By the sky above!”
“Diarchy preserve us!”
A diversely-sworn panic ran through the crowd as the bloody, barely-functioning Draco listed to the dock, the stabilizers only barely holding the craft together.

“Alright, that's enough! This is Imperial business!” Two guards on patrol muscled through the crowded OC airdock, trotting to the edge and looking at the mutilated, bloodstained deck. One winced. “Damn,” she murmured, “this ship really got ripped apart. Wonder who did it.”

“Let's find out,” growled the stallion, taking point. “Couldn't have gotten back here without somepony to pilot.” He primed the manafilaments in his autogun, motioning forwards with his hoof to the mare as he crossed the gangplank, leaping the last meter or so over a chasm of sky. As the citizens about them leaned forwards, waiting with bated breath, he turned to them. “I said, this is Imperial business! Go about your day!”

Nopony did. He gritted his teeth. “No time for this.” He pulled the trigger once, sharp, a single pulse of hoof on lever as he pointed the gun into the sky. The bright blue manaflare of the muzzle and the thunderous sound immediately silenced those around him. “Arctic,” he muttered, prompting the light blue mare to walk up behind him, “retract the gangplank. Pegasi will still be able to get over, but we need to keep as many civilians as possible off the ship. We don’t know what’s on here,” he muttered. She nodded and saluted, heading around the other side of the ship to the helm, and he turned to the crowds. “Like I said, he bellowed with his best parade-ground voice, “go about your day!”

There was a great deal of grumbling, but the majority of the gawkers dispersed, fascination largely dissipated by the threat of gunfire. He sighed, rubbing his temples.

Suddenly there was an expression of surprise, followed by Arctic’s voice: “Hey, Swift, you might want to see this.” Immediately following was the clattering chunk of the gangplank retracting. Frowning, Swift took to wing, slowly circumventing the ship. As he came to her location, he nearly dropped out of the sky from sheer surprise before bolting forwards. “Sir!” he cried.

The stallion was barely holding together. Twin bullet holes perforated his lowerr body, and though the bleeding had largely stopped, they were quite obviously infected. They were heavily inflamed, and vile pus poured from the swollen flesh around them. Despite the absurd pain he must’ve been in, his eyes were open and focused, wild and fervent and angrily alive. As Swift landed, the stallion jolted unsteadily to his hooves, grabbing the confused pegasus. “Take me to the Lady Steward,” he hissed, “now.”

Arctic laid her hoof on his shoulder, concern written across her face. “Sir, with all due respect, that comes later. Right now you need to get some medical attention—”

“Don’t touch me!” he screamed, shoving her off of him and sending her stumbling across the deck. “Lady Steward. Now,” he ground out, grunting in pain as he fell back to his hindquarters.

Arctic and Swift shared a glance. The stallion saw it, and in lieu of standing again, he grabbed the collar of Arctic’s uniforn in his magic, dragging her down to his face level. “If you disobey me, I’ll have you court-martialed for insubordination, even if it’s the last thing I do. Am I clear?”

Arctic stammered, “I—yes, Sir. Lady Steward.” She nodded at Swift, and he at her. Grabbing him beneath each limb, they rose into the air, lifting him with them and making their way, with labored strokes, to the Citadel.

As they arrived, the guards posted at the doors took one look at the injured stallion and paled, opening the doors. “Spineless,” he spat at them as he was carried past. Finally, the two pegasi arrived at the Lady Steward’s throne chamber. “...Lady Steward?” called Arctic cautiously.

“What.” came the response, not a question, but a command. Ever since her aide Dutchess Belle had vanished a few days ago, Twilight Sparkle had been sluggish, with little break in her morose mood.

“Rear Admiral Lower Half Storm Sliver demanded to see you. He’s badly wounded, but he won’t go to Medical until he speaks with you. He arrived on a Draco light pursuit craft that he’s never been seen on before. Whole crew missing, presumed dead.”

As soon as she heard the name Storm Sliver, the Lady Steward whirled around, eyes wide. When she saw the stallion, her hooves flew up to her muzzle. “Dear sky, Storm! You should’ve gone to the medical center as soon as you got in!”

Storm struggled to his hooves, wincing, but otherwise showing no sign of pain. His pale eyes remained as fervid as ever, boring into the Lady Steward. “Don’t get weak on me, Twilight.”

The two guards exchanged quick glances. While as a rear admiral, he was afforded certain respect, they’d never heard anybody address the Lady Steward by her first name alone. To do so was a gross breach of every protocol taught to soldiers of New Harmony. ‘Who is he?’ mouthed Arctic to the older soldier. Swift shrugged.

Storm continued on doggedly. “We caught up with them. Applejack and Dutchess Belle.” The Lady Steward’s eyes narrowed, but he cut her off before she could intercede. “Wait. I’m not done. I know two key pieces of information: first, their final accomplice is an unremarkable mechanic, presumably from NC. Cyan pegasus, rainbow mane and tail, crippled right wing. I’m sure if you ask around that filthy slum, you can find someone that knows her. And second, the civilian airship Skyshard, captained by unicorn Lyra Heartstrings of Manehattan, has turned rogue. Crews of both Draco-class light pursuit crafts deceased. She shot one out of the sky and boarded the other.” He clutched at his stomach for a moment, grimacing, before continuing. “I thought I’d killed her, but she somehow survived. Two shots into my stomach, knocked me down. I shouldn’t be alive. Killed the rest of the crew, took our captives, then got back on Skyshard, heading due east with an aeronautical bearing of 94 degrees towards Baltimare. She should be stripped of her Captain title, and the Registry should repossess her airship.”

He hissed in one last breath, uttering a quick “report concluded,” and fell over unconscious.

“Go! Now!” yelled the Lady Steward at Swift and Arctic, “take him to the medical center! If he dies, I…” Taking a heavy breath, she composed herself, setting her mouth into a thin, straight slash and closing her eyes. “If he dies, we’ll lose valuable tactical knowledge. Go.”

With that, she rotated her great orrery-throne, facing the opposite direction once again.

“It’s going to be a long day,” muttered Swift as he and his partner again picked up the unconscious stallion.

It had been quite a long slog through the disused factory pipelines of Baltimare before the quartet arrived at a nondescript steel door inscribed with a simple symbol:

Rainbow chuckled. “Been awhile since I’ve seen that.” She glanced at Lyra. “So. Passcode still the same these days?”

Lyra nodded. “Everything else changes, but that, at least, has stayed the same.”

Rainbow grinned, walking up to the door with exaggerated gravitas. “Eh-hem...Thirty four, eighteen, five-oh-one. The sky is falling up.” The symbol ignited with a bright orange glow and hundreds of lines of brilliant white script appeared overlaid atop it, Old Equuish characters describing the framework of an intricate binding spell. One by one, the runes winked out, the white vanishing until only orange remained. The glow pulsed once-twice-thrice, and then faded down into obscurity. There was a loud click-hiss, and with a faint cloud of steam streaming out into the air, the door creaked open.

Rainbow moved to step forwards, but was cut off by Lyra stepping in front of her, caution in her eyes. “I just wanna warn you real fast: you know how I’m a bit...eccentric at times? Well, everybody here is pretty much like that. Some are actually worse. They don’t trust outsiders at first, and they’re suspicious of everything. So expect it.”

Rarity’s face slid into a smirk. “Worse than you? It’s the apocalypse, I tell you.”

Lyra laughed. “Sure is. Come on, I’ll introduce you to the riders.”

She led them through the door and into a wide, low-ceilinged room in various states of degradation. The majority of it was dirty bricks, chipped and broken. In places, they were slimy with unidentifiable dull green algal vegetation. It showed what it was, really: a repurposed sewer serving as a makeshift headquarters. Several tunnels shot off in various directions. The whole area, and the tunnels, were lit with a series of skeletal magilectric lights strung up on bare copper wires.

The most out-of-place part of it, other than the strung-up lights, was the opposite wall; it was an elaborate contraption of clockwork and steampipes, and Rainbow couldn’t help but grin. Behind them the door automatically closed, and a faint pinging sound assured them that the magical lock had reinstated itself. Lying against the wall and smoking a long cigar was a unicorn stallion with a steel-gray coat, mane and tail an incredibly vivid orange. Lyra lifted up a hoof. “Yo, Torque!”

He lifted the broad-brimmed fedora he wore, peering out from under it with shaded, narrowed eyes and speaking laconically with a distinctive Badland twang. “Hey, Lyra. I see new faces. You check ‘em out good?” His vision slid to Applejack and she stepped back slightly, put-off by his eyes: they were so badly bloodshot that most of his sclera was dyed a brilliant crimson. He chuckled. “Heh, I never do get tired of that. My apologies, Miss.”

Lyra nodded in response to his question. “They check out. Two of them, Rarity and Rainbow,” she indicated them respectively as she spoke, “flew for the Alliance in the war, and the third, AJ,” she pointed her out, “jumped out of an airship onto another airship to try and help me. Trust me, they’re good.”

He narrowed his eyes further. “Jumped offa airship? What’ve you been gettin’ up to out there, Lyra?”

She gestured vaguely, “Oh, you know how it is, sometimes you see something happening and you just have to blow it up. Don’t worry, no witnesses.”

He shook his head slowly, grunting in acceptance, then rose to four hooves, bowing. “Charmed to meet y’ladies, Name’s Torque Wrench, but y’can call me Torque.” He flashed a charming smile at AJ. “Nice hat.”

She laughed, immediately taken by his attitude. “Thanks, partner, Yours ain’t so bad either.”

Torque’s eyebrow crawled up. “I recognize that accent. You from Appleloosa?”

She nodded. “Once, yeah. Then Ponyville, workin’ for Sweet Apple Industries for a span. Now I...well, I dunno where I live.”

“Then welcome home,” he laughed.

Watching all of this going on, Rarity stepped forwards to interrupt, but was stopped by Lyra. “Shhhhh shh shh. No. Let them hat.”

“Hat isn’t a verb, Lyra.”

“Not with that attitude it isn’t,” Lyra finished. With that said, she ignored her own advice, shouldering past AJ and up to Torque, looking around. “Hey, Torque, where is everypony?

He shrugged. “I dunno. TF is prob’ly doin’ his thing above ground, but other’n that, no idea.”

Rainbow’s brow furrowed. “TF? Who’s that?.”

Torque looked at her suspiciously. “Why you wanna know?”

She shrugged, unfazed. “Iunno. Just curious is all.” Lyra came in and whispered in her ear to Torque’s disapproving glance, and her brow furrowed even more. “Thirty-Four? Weird name.”

Torque smirked. “That’s prob’ly cause it’s not his name. Tartarus, I don't think anypony even knows his name, not even him. He was number 34 in a New Harmony magical augmentation therapy program a while back, right before he defected during the war. That's what we call him now.”

Rarity frowned. “Augmentation therapy?”

Torque nodded. “Yes ma’am. They tried to give him magic.”

She cocked her head. “How'd that go?”

A dark chuckle came from Torque. “You tell me. How many pegasi with magic y’see flyin’ around?” Rarity winced as he continued. “I dunno what they did to him. What d’you gotta do to a stallion to make him forget his own name?”

“Anyway!” Interrupted Lyra, barking out some awkward, forced laughter, “Torque is our go-to engineer.”

“So,” Rarity continued, unimpeded by Lyra, “what is Thirty-Four’s ‘thing’ above ground that you mentioned?”

“The experiments gave him a bit of a...strange talent,” said Torque as he wrangled himself to his hooves, spitting out the cigar. “Though’s he’s a bit of a weird guy, putting it lightly, he’s got a knack for gettin’ into places he shouldn’t. Half th’ time, he don’t use the door. None of us know how he does it. So I’m fair sure he’s up there stealin’ somethin’ from New Harmony.”

AJ frowned, but shrugged. “Somethin’? What kinda things does New Harmony have ‘round here?”

“Documents, hard-to-find parts for me, information. It mostly depends on what we ask him for, or whatever strikes his fancy.”

Rainbow grinned. “Seems like a pretty cool stallion. Can't wait to meet him.”

Torque winced. “He mightn’t want to meet you, Rainbow. He's a bit wary of ponies.”

“Anyway,” continued Rainbow, heedless of the warning, “you're the big engineer here?” Torque nodded slowly. “Great! Look, I haven't been able to work on anything interesting in years! Wanna get me up to speed on all the new stuff?”

The stallion shrugged. “Don't see why not.” Rainbow pumped her hoof in the air, cheering.

“Yes!”

Torque led her off into one of the numerous tunnels, quickly fading from sight and talking to her in a low voice all the while. The other three watched them go, exchanging amused glances.

An hour or so later, there was a shrieking hiss of steam from the magically-sealed doorway and it slid open, revealing two ponies. One was a small, wiry pegasus, coat and mane both inky black and eyes gleaming, entirely an unnatural fluorescent green. Something was off about him, but other than the eyes, it couldn’t quite be placed. Next to him stood a large brick-red earth pony mare, her white mane and tail haphazardly chopped short. She was covered in bulging muscles, and she wore what appeared to be solid steel sabatons that clanked softly against the floor. One of her eye sockets was surrounded by a frame of brass gears and struts and was filled by a small brass sphere, a hollow in which glowed a brilliant orange light. Her chest was crisscrossed with numerous lines of scar tissue, and as she walked, it was clear that her left front hoof, the only one without a sabaton, was an advanced prosthetic, up to and a little ways past the shoulder.

As soon as they registered the two strange ponies in the room, their eyes shot wide. The pegasus’ eyes strobed for a moment and he flowed like a living shadow over the ground, front leg carrying Rarity to the wall and pinning her there by the neck with a scream that rapidly turned to a sound of choked surprise. His voice was a clicking, chittering rasp, almost insectoid in sound. “You. Who are?”

Rarity stared at him for a moment before the red mare yanked him off. “Calm down, Thirty-Four. If they only brought two, they're probably not here to kill anypony. Let me at least talk to them before we start breaking them.” She turned her attention to Rarity, slamming her prosthetic leg onto the dingy brick as Thirty-Four released the unicorn with an eerie glare. “Alright. Who are you, what are you doing here, who brought you here. In that order.”

AJ ran towards her, but suddenly found herself on the floor, pinned by Thirty-Four’s shadowy form. She ground her teeth. “Get...offa...me…!”

Lyra leaned against the metal wall, laughing hysterically. Rarity glared at her, then gulped. “I’m Rarity, my companion is Applejack. We’re here to escape the pursuit of New Harmony after breaking out of Old Canterlot, and Lyra brought us here.”

“Is that right?” the other asked with a distinctly unamused voice, turning to Lyra. Amidst the laughter, there was a nod, and she sighed heavily. “You can get off her now, Thirty-Four.” Walking up to AJ, she helped her up, sighing again as AJ smacked her hoof vehemently away, green eyes narrowed in a vicious glare.

“Don’t y’all touch me ever again,” she growled. The earth pony shook her head slowly, voice dry and deadpan.

“I’m Blast Furnace. Charmed, I’m sure. I’m sorry about Thirty-Four. He’s a bit...high-strung. We all are, really.”

“No, really?” shot back AJ acidly, “I hadn’t noticed.”

Blast growled, glowering down at the slightly smaller AJ. Her artificial eye grew brighter and changed hue, the orange turning to a bloody red glare. Her face contorted into a furious grimace as she ground out a sentence: “Look, you…We don’t have to let you stay here. Make no mistake, I have authority over Lyra, and just because she brought you here does not make us friends.”

A sound of warlike yelling began to build from the offshooting passages until a quick-moving blue flash darted into the room, stopping abruptly and revealing a most aggressive Rainbow Dash, likely drawn by Rarity’s short scream. “Alright,” she yelled, “who wants some?”

Blast planted her face in her metal hoof. “Sweet sky, there's another? How many of you are there?”

“Ghhhkkk--” hissed Storm, face contorted in an expression of unspeakable pain. He clenched his jaw, biting down feverishly on the length of dowel as the surgeon’s scalpel sliced open one of the rancid scabs on his abdomen. Pus and blood spurted out in a thick, viscous flow, filling the air with the stench of infection. The pain only intensified as the surgeon’s gloved hooves gripped a pair of forceps, driving them steadily down into the puncture.

Storm’s mouth flew open, spitting out the dowel as he howled in rage and pain. His back arched as he strained against the straps holding him down.

After a seemingly-interminable moment, the forceps were removed, clenched around a lump of steel: one of Lyra’s bullets. “One down,” said Clean Cut, dropping it onto a steel tray beside him and preparing for the next incision, “one more to go. Are you sure you don't want anaesthesia? You're clearly in pain.”

“Just get on with it,” spat Storm. “I don't have time to waste on repeating myself.”

Clean sighed, shaking his head heavily. “Well, your choice,” he murmured as he made a second cut. With the dowel gone, Storm ground his teeth together, a strained growling seeping from his muzzle. He locked eyes with the surgeon as the forceps dug into him again, and this time, he resisted the urge to scream, hyperventilating and redirecting his pain into a death glare. After another intense, gut-wrenching pain, Storm lay back, gasping for breath and staring at the ceiling hard enough that the surgeon half expected him to bore a hole through it. After a moment of focused staring, his head jerked up to Clean as he unbuckled him from the straps on the operating table. “Now,” he grunted, “stitch me up. I need to be in Baltimare as soon as possible.”

Clean looked at him with a flat expression. “Is that seriously why you didn’t want anaesthesia? Storm, with all due respect, even if I stitch you up, the wounds are still infected. It’ll take at least a week for them to heal with the best medicine available in Canterlot.” Storm opened his mouth to talk, but was interrupted by Clean before he could get a single word out. “I’m not going to have you ruin my saving your life here today by having you go out and die before you can get anything done.” He tossed one of the bullets up and down in his gloved hoof, grinning darkly. “You’ll just have to bite the bullet this time so you don’t die horribly.”

Storm gave him a glass-cutting stare for a moment more before sighing and going limp, laying back on the table. “Fine,” he muttered, “I’ll rest up for a week. Then I’m going out there.

Clean chuckled. He’d been dealing with Storm for several years now, and as long as he could keep him contained for a bit for him to heal, he’d be fine. “Sure, fine by me. At that point it’s your prerogative.”

Storm grumbled as he was transferred onto a stretcher that would be carried to a hospital bed where he could rest until he recovered. As a pair of hospital orderlies lifted him away, he turned, giving Clean another of his trademark baleful glares. “Clean, your puns are stupid.”

After he was gone, Clean laughed again. One certainly met a lot of interesting ponies as the head of Medical in the New Harmony military. “I don’t envy whoever’s going to have bloody vengeance enacted on them,” he mused. After all, once he got going, there was no stopping Storm before he finished what he started. Nopony quite knew what motivated him, but he’d never failed at any military operation, even--especially, actually--the ones that became personal. He probably wasn’t going to start now.

“See?” remarked Blast with the most unbearable smugness, eye once again orange, “everything works out in the end if you actually talk to me instead of acting like I’m trying to murder you. Who would’ve thought?”

AJ grumbled. “Yeah, yeah, you made your point. You done?”

Blast grinned. “Yeah, I’m done. Mostly. Anyway, let’s start again.” She threw her gaze around the three new ponies in front of her, meeting all three of their eyes with her slightly-unnerving brass one. “I’m Blast Furnace, general all-purpose bruiser and technological wonder. Mostly, I just make sure the rest of these idiots don’t murder anypony. Or, well, anypony that doesn’t deserve it. I’m the de facto leader.”

Thirty-Four glared with surly face at Blast, then turned to the three. “Thirty-Four, my designation,” he clicked as greeting, and for the first time, AJ was able to gather a clear look at his face. On the surface, he was just a strangely-coloured, small pegasus with solid, iridescent eyes. However, inside of the mouth dwelt not teeth, but insectoid mandibles, ones that looked wickedly sharp. She knew from experience how much things like that could hurt. She shivered despite herself, taking a small backstep, and he narrowed his eyes at her.

Torque chuckled awkwardly, clearing his throat. “So, that there’s the chunk of Alliance we got ‘round here. I know it ain’t much, but there are a bunch more cells scattered through the city, and we do what we can. That reminds me,” he turned to Thirty-Four, “any luck topside?”

The pegasus being clicked briefly before nodding in assent and opening up a small pouch slung over his shoulders, withdrawing a few sheets of paper covered in writing. “Documinmation. From Harmony New.”

“Documinmation…?” echoed Rainbow, confused.

Blast took it, leafing through and responding to Rainbow’s question without looking up, distracted. “Information in document form. Thirty-Four has a few words like that, you get used to it once you spend long enough around him. It’s really not a big deal. Let’s see...shipments, trade routes, progress of the complete annexation of Gryphica...and...” She started slightly, staring at the papers. “No,” she mumbled, “that can’t be right…”

Torque plodded over to her, concerned. “What’s up, boss?”

She briefly turned an aggravated, natural orange eye to him. “I told you to stop calling me boss. Come on, look at this.” She hoofed him the paper and, after a moment, his eyebrows went up fractionally and he frowned heavily.

“...Lyra…” he began slowly, methodically, “I thought y’all said there was no witnesses.”

Concerned by the tone of his voice, Rarity levitated the papers, shifting them over to herself and AJ. Rainbow hovered anxiously behind them. Their eyes shot wide:

To the Colonel-Governess of Baltimare, Fleur de Lis,

As of now and effective immediately, the illegally-armed private civilian airship Skyshard, Registry number 008451-E3, light blue coloured, Javelin archetype, and branded with a golden harp motif, is to be repossessed. I address this letter to you as I have reason to believe she is currently either docked at your city, or is currently en route by way of a slight deviation of the Canterlot-Baltimare airstream line. The former captain, who has been stripped of her Registry title, Lyra Harper Heartstrings, has been convicted by witness of Rear Admiral Lower Half Storm Sliver to have assaulted two Draco-class light pursuit crafts in pursuit of unlicensed, illegal airship Incarnadine, which served as the escape craft for the criminals Dutchess Rarity Belle, my former Advisor, Applejack Apple, current delegate from Sweet Apple Industries, and the suspected Alliance supporter Rainbow Dash.

As of oh-seven-hundred hours on Bloomrise, 4•24•22 ACD, you are given authorization to find and take into custody Ms. Lyra Heartstrings on charges of mass murder, disturbing the peace, conspiracy against government, and treason, and Ms. Rainbow Dash, Ms. Rarity Belle, and Ms. Applejack Apple on all charges above, as well as unlawful use of both public and private property and evasion of justice. I trust that you will continue to serve with distinction, as you have done in the past, and to do all in your power to bring these dangerous sociopaths to order. You are authorized to use lethal force, should they resist. They are to be considered extremely dangerous, and not to be approached unless they are at a severe disadvantage, and not without two ironbound magic-suppressant rings. If they are captured alive, they are to be incarcerated in the holding cells of Devil’s Gulch until such time as I am available to give them their sentencing, as the state has deemed a trial unnecessary. Rarity Belle and Lyra Heartstrings are to be kept under magical suppression at all times. You will find wingties unnecessary; Rainbow Dash is crippled, and thus unable to fly.

Thank you for your excellent work over the years, and a preemptive thanks for capturing these threats to our prosperity and peace.

From Diarch’s Desk,
Lady Steward Twilight Sparkle

In the pregnant silence that followed, Lyra cried out in anger: “Oh no. They are not taking my Skyshard!”

Blast dropped her head into her mechanical hoof. “Ah, come on. How hard is it for them to give us a break? Torque, Thirty-Four. Either of you heard of this Storm Sliver guy?”

Thirty-Four shook his head rapidly, and Torque shrugged. “Don't think so, ‘less I've forgot.”

Grunting in dissatisfaction, Blast turned an annoyed eye on Lyra. “We'll talk about this later. For the moment, we need to see about getting the Skyshard out of here. It won’t be Bloomrise 4•24 for a little while. We've still got a couple hours before they start hunting Lyra and you three. Let's make ‘em count.”

Lyra sighed, eyes downcast. “Yeah...let's go, TF.” She beckoned Thirty-Four, who seemed to flow up next to her.

The three moved towards the door and Blast turned briefly, staring everypony else in the room down with her glowing brass eye. “Torque, make sure they don't leave.” Her eyes latched onto Rainbow and the others, who'd been moving towards the door, and her natural one narrowed. “You guys seem to bring disaster with you, and the last thing I need right now is even more to worry about. Even without considering that, there are now probably posters of your faces plastered all over the city. You'd end up doing more harm than good. We three can handle this.”

With one more withering mechanical glare for good measure, she, Lyra and Thirty-Four exited, leaving Rainbow, AJ and Rarity alone with Torque. He sighed. “This is gonna be a fun day, ain’t it.”

As the setting sun cast it's flaming rays over the marble city, bathing it in a golden-red glow that seemed more out of a legend than reality, Swift Wing and Arctic Breeze found themselves bound eastwards to Baltimare on a Gemini-class dual-balloon gunship, by far the least commonly used of New Harmony. It was a huge, gleaming silver monster, characterized primarily for the two balloons instead of one that flew above, giving it unprecedented lift for an airship as large and heavy as itself. As Swift remained belowdecks, performing maintenance on his clunky, complicated hoofheld autogun, Arctic stared out at the receding silhouette of Canterlot in the distance, thoughts troubled. Another soldier, older than her by several years, trotted up to her. “Bit for your thoughts, Arctic?”

Brows still furrowed in the horizon, she she responded slowly: “...I'm not sure, honestly. Something about taking a Gemini, a military gunship made for open war, and a full contingent of soldiers out for one civilian airship--and not even to fight it, just to grab it--doesn't that seem weird? Wouldn't a carrier have made more sense? Unless there’s something out there that they’re not telling us about...”

The soldier shrugged. “I guess, but I mean...what can we do about it? Let the bigwigs do their thing. At the end of the day, I'm just here to feed my wife and son. I think, in a sense, we're all here to protect someone.” With that, he trotted off.

Arctic nodded, still staring out at Canterlot as the sun slid below it, illuminating it as a black silhouette against the bloody sky for the briefest moment of time before dusk swept along, enshrouding the city in darkness. After a few seconds more, she sighed, dropping her gaze and retreating to the cabin for much-needed sleep.

As she entered the cabin, she took a moment to laugh to herself quietly at Swift snoring uproariously, autogun lying in several pieces on the desk in front of him.

“Yeah…” she said quietly to herself as she slid into her cot, loath to wake her cabinmate, “we're all here to protect someone.”

Then sleep.

“Alright,” hissed Blast, hitting a button on the side of her head and letting her eye wink out, wincing as her depth perception plummeted, “we're here.”

She, Lyra and Thirty-Four crouched behind a row of pallets at the very edge of the airdock. Even this late at night it still bustled, a pretty significant amount of ponies running the length and breadth of it. It was a blessing; it had allowed them to make their way closer to the airships than they ever could’ve, had the platform been empty. The Skyshard was docked smack in the middle of every other airship, and Blast cursed flagrantly in her lowest whisper. They’d come as soon as they could, but with the trek through the disused pipes and the stealthy creep back up through the streets to the airdock, they’d arrived later than she wished; the gangplank was flanked by a soldier on either side. She couldn’t tell if there were any on the ship itself, but it was a safe bet to make, and while riskiness had a place, this wasn’t it.

“Okay,” she muttered, peering through a crack in the shipping containers, “here’s what we do. Thirty-Four, think you can get onto that ship without them noticing?” He nodded. “Good. When you do, find all the guards and lead them up onto the foredeck, as close to the front as you can. I don’t care how you do it, but I’m pretty sure you can manage it. Keep them away from the interior. Once you’re done, give the signal. The pegasus nodded, then stepped away and melted into the shadows.

A moment later, Lyra could faintly see a black spot sliding up the edge of her airship. Despite herself, she grinned wanly. “How does he do it…” she murmured.

“No time for that,” barked Blast as quietly as barking can go, more of a commanding whisper than anything else, “I want you to get as close as you possibly can to the guards without them seeing you. I’ll distract them; once you see me talking to them, you start moving. Got it? Good. Once you hear Thirty-Four’s signal, I’ll lead them off, so get on that ship.” She pressed the button again, igniting her eye in the familiar orange, and slid away, doubling back into the crowd before approaching the soldiers. As she drew their eyes, Lyra carefully emerged from the cover of the pallets, moving ever closer, keeping behind whatever cover she could find. It took an agonizingly long time of cowering and hoping nopony would see her, but finally, she squeezed, barely breathing for fear of discovery--she felt that even her heart was beating too loudly--between two crates only a few meters away. The blood thumping in her ears drowned out what Blast was saying, but judging by the expression on the soldiers’ faces, it wasn’t pleasant.

She caught motion; on the forepeak, above her helm, she could see a small collection of soldiers gathering. Looks like TF is doing his job, she thought with grim satisfaction. Then a clicking whistle, something that didn’t sound like it belonged in anypony’s mouth, resonated down from the deck. With a seemingly-surprised yelp, Blast seemed to plead with the guards. They shook their heads, and she suddenly stumbled. Lyra chuckled; she knew well enough what it looked like when Blast faked a faulty prosthetic. One of the guards rushed forward to catch her, and then exchanged quiet words with the other before lifting Blast up, supporting her from the side as she led him away.

Lyra hissed in frustration. Time was ticking, and there was still one guard posted. She shook her head, resolving herself. No time for hesitation. She broke from cover and dashed at him, sliding under his reflexive jolt and kicking him hard in the chest, winding him and knocking him to the ground as he wheezed, trying to call out. Frantically moving to avoid undue attention, she was accosted with a sudden “Hey, what’s she doing?” from behind her and realized: I’m out of time. She kicked him to the side and ran away from the shouts, smashing through the door into her airship, bathed again in the oily air of Skyshard far sooner than she thought she’d be.

“Flash!” She yelled hoarsely, calling for her old first mate, heedless of the noise she made, “Flash Powder! Where are you?”

“Cap? That you?”

She searched wildly for the voice, eventually finding it: the burnt-orange pegasus was tied up in a small windowless room, gunmetal mane and tail matted and stained with blood. He grinned, swollen eye squinting. “Knew you wouldn't leave us. Get me out of these ropes and let's mess ‘em up, yeah?”

Lyra’s eyes smoldered at the mistreatment of her first mate and she nodded. “They’re all up on the foredeck. TF got them up there at Blast’s orders. I can only guess what she’s planning, but I know Blast, so it’ll be good.” She slid out her keris, using it to cut away the ropes before tossing it to Flash, pulling out her sword and pistol in preparation. The two ponies only made it halfway to the ladder onto the deck before a roaring noise caught their attention. After a moment of confusion, Lyra’s eyes widened. She knew that sound. Hell, she came from Manehattan. That was the sound of a riot.

She peered out of the nearest porthole, and reeled backwards as a bottle smash into it, breaking into pieces against the window’s reinforced glass. Gasping in surprise, she and Flash booked it along the narrow steel corridors until eventually arriving at the ladder. Sharing a quick glance, she nodded and began to climb.

The airdock was chaos. The gangs of factory workers had turned on each other in a massive street fight on the airdock, and all of the soldiers--due to its central position in trade, nearly the entire soldiery of Baltimare was pegasi in order to expedite searches of aircrafts--had abandoned their posts, flying down from the deck in a futile attempt to reassert order. As Flash joined her on deck, the two shared another glance, and Lyra chuckled.

“That’s Blast for you, I guess. This has her name written all over it. So where’s everypony else? The rest of the crew?”

Flash shrugged, wincing with the motion. “Went into town for the night. I was the only one on the ship when NH decided it was their property now.”

“So,” he continued, “what now?”

Lyra hissed. “I was hoping that everypony would be on board so we could get out, go somewhere else. I’m wanted now, and I’ve been stripped of the title Captain by the Registry. So I don’t really know.”

They stood at the helm for a few moments more, watching the carnage below, when Lyra’s ornate radio receiver suddenly crackled. She looked over to it with a feeling of heavy foreboding. It was still on the frequency used by New Harmony that she’d stumbled onto a few years ago, and by the amount of interference, there was a lot of communication going on. Moving slowly with some form of dread, Lyra moved the dial until the sound came through clearly:

--be there in approximately fifteen hours. Find all the Alliance supporters you can, and eliminate them using whatever means necessary. The dossier you've been provided contains information on all Alliance sympathizers we know of. Wing Commander Thunderlane, over and out.

Horror carpeted across her face, Lyra stared at her companion, who appeared equally stricken. “Oh no,” she whispered, then stopped, leaving the thought unconcluded.

Below, the battle raged on.

Chapter Five - Battle For Baltimare, Part II

Rarity scraped her eyes open, groaning through an incredibly rough throat, and realized she was sopping wet.

"For the sky's sake," she heard an aggravated and equally rough voice from under her, "what have you been eating, Rarity? Bricks?" A ghost of a smile crossed Rarity's lips; that phrase, in that voice, in that tone, could only come from one pony.

"I am a Duchess," she croaked, voice hardly even conveying the crooked grin on her face, "and will be addressed with respect. Not that you'd know anything about that, though, Rainbow."

Rainbow grunted, trotting laboriously up the beach. As soon as she was away from the tide, she abruptly pitched to one side, dumping Rarity unceremoniously on the sand. She was rewarded with a hoarse, choking yelp and a slew of very, very unladylike swears that had her grinning wanly. "Who knew the Dutchess had that kind of vocabulary, huh?" She was rewarded with a malevolent glare from the unicorn, who now lie on her side, partially buried in the soft, powdery sand of the Horseshoe Bay coast. "Anyway, you're awake, which means you can walk. Get up. We need to get back to the city."

As Rarity opened her mouth in response, there was a boom like distant thunder from Baltimare. Even from nearly entirely across the mouth of the bay, Rarity could still see the thick columns of smoke. She shivered, though the breeze blowing the smell of salt and oil across her was warm. Grimacing with effort and displeasure but managing this time to remain silent, she hauled herself to her hooves, shambling into some sense of order with half of her body carpeted in a thick caked-on layer of sand. Rainbow just tapped her hoof on the sand. The shifty nature of the ground made it far less effective than it might have been on stone or tile, and yet somehow, Rarity found herself just as irritated. "Where's Lyra?" she asked, even if only to distract herself and forestall her imminent throttling of Rainbow's neck.

Rainbow pointed to Baltimare. "She took off for the city as soon as we crashed, maybe a few minutes ago. You're the only one that passed out. Wasn't a cakewalk stopping you from drowning, either." She looked pointedly at Rarity.

"Oh, very well," the unicorn replied. "Thank you for saving me from imminent ocean-based death, Rainbow." Rainbow looked at her steadily through half-lidded eyes, and a moment later, she sighed. "Fine. Thanks, Rainbow. I really do appreciate it."

Rainbow smirked. "Now was that so hard?"

No response. Her smile winked out, and she pawed the ground for a moment. "Anyway, now that that's done, let's go. We've got a lot of ground to cover before we make it back to the city. I just hope it's not too late for those poor sods." That said, she began to gallop across the sand, down near the water where it was compact enough to run on properly. Nodding once, more to herself than to Rainbow, Rarity followed in silence.

The airdock had been nigh-obliterated. The bombardment from the airships had reduced it to rubble, leaving only a stub of stone cantilevered out over a hundred-foot drop. The Alliance supporters had dispersed from the dock, taking shelter wherever they could find it. Blast found herself crouching against the remnants of a brick wall crumbled nearly to dust, her teeth gritted. The stolen revolver was awkward in her hoof, and it only had one or two bullets left in it. Half a dozen superficial wounds covered her body. She'd lost both of her hind sabatons, blasted off by a particularly powerful buck in the face of a New Harmony officer.

"Damnit damnit damnit," she muttered, almost in a mantra, "where are you, Lyra?"

The last she'd seen of Thirty-Four was a shadow sliding over the edge of the airdock, and she hadn't seen Torque since it was blasted. She could only assume the worst. Oak had flown his pegasi on the airships hovering low in the sky, and the fighting had gone silent a few hours ago. There were a few airships that hung crippled in the sky, and one lay forlorn, impaled on a tall spire as it belched smoke and fire, but that was the last she'd seen of their efforts, and once again, it was safest to assume that the worst possible outcome had happened.

With a quick prayer to Celestia, she dove out from behind the wall, a spray of autogun fire skating off the stones by her hooves. A sudden pain came to her as a bullet skimmed by, gouging a bleeding trail out of her hindquarters. She gasped reflexively and dropped low, skidding into the cover of the next fragment of wall. "In retrospect," she grunted to herself, spitting blood out of her mouth, "staying on the airdock was a really stupid idea." She briefly inspected the wound. It wasn't deep, but it was painful, and made it more difficult for her to run. That in itself was basically a death sentence in her current predicament. Put simply, immobility was death.

She wasn't sure how many ponies, exactly, were taking part in her firing squad, but however many, it was too many. They weren't even putting in the effort to rush her; they knew there was nowhere for her to go, and were content to wait. They were professional soldiers, these; they weren't the type to expend effort where unnecessary. They knew their limits, and that of their quarry. It didn't help matters that, with her busted-up eye, she could barely see for lack of depth perception. Her prosthetic had been kicked hard, and it sparked occasionally, prompting concerned glances down every time. If it gave out in the middle of this, things would be bleak indeed.

With no warning, there was a loud thunk, and the sounds of autoguns discharging from her pursuers. She chanced a glance over the wall, at nearly fell over from surprise: AJ was standing over the unconscious forms of three pegasi, shaking her hooves out where they'd just inflicted a righteous beating. Her brow was caked in sweat and blood, more trickling down from a long cut on her forehead. She was breathing hard, and her coat was ruffled and dirty. It looked rough. "Why are you here?" blurted Blast before she could stop herself. AJ met her eye.

"Look, I know y'all don't like the NH much, and don't like me cause I don't wanna fight 'em. That still stands. But there's a point," she began to quiver with anger, and Blast found herself wondering exactly what she'd seen, "where you gotta stand up and realize that this is wrong." She trotted over, holding out a hoof. "C'mon. Let's go show 'em what some good strong earth ponies can do."

Blast suddenly found herself grinning, despite everything. "Now you're speaking my language," she laughed, walking over and patting AJ on the shoulder. "Get your buckin' hooves ready, because we're gonna tear this place apart!"

The two bolted off, diving into the mazelike streets.

"Rear Admiral! We've located one of the fugitives, sir!"

Storm Sliver galloped over to the gunner in question, looking around. "Where? Where did you see her?" His abdomen twinged, and he winced. The gunner didn't notice, too preoccupied with pointing to the pair of ponies running through the city. They were galloping straight through the alleyways, obviously more preoccupied with speed than with stealth.

"There she is, sir!"

He nodded once, a single, acute motion. "Good. Fire on her!"

"But...sir," the gunner began, looking at the houses around them, "there are innocent ponies—"

"Did I or did I not just give you a direct order, soldier?" Storm spat. "There's more at stake here than you think! Now, get your heaviest munitions and fire on her!"

The gunner hastened to obey, and a moment later, a shell flew through the air, descending from the gunship, and slammed into the house behind AJ and Blast, exploding in a conflagration of orange flame.

"What in the Sky's name?" AJ swore as the building behind them erupted into fire. Blast was already scanning the sky.

"There," she grunted out, pointing at the ship. "That ship, right there." Right on cue, another sky-shaking thump issued from the ship's cannon and the dull metal gleam of another approaching shell caught the muted sun through the heavy clouds that were beginning to overtake the city. She tacked AJ to the ground, and the shell smashed into the building directly in front of them, scattering fragments of brick and mortar about them and casting them in a cloud of red dust. A chunk of brick smacked AJ in the ribs and she wheezed as her breath left her. Blast coughed, covering her mouth and nose with a hoof as she helped the other pony up.

"C'mon, AJ, up and at 'em. We're a good distance away from Fleur's mansion yet." She motioned at the hilltop fort, and dragged AJ behind her as they once again resumed their dogged run. Shells exploded around them, and a few minutes later, the shells were joined by the brief concussions of chattering autocannons as their high-caliber rounds skated off of the crumbling masonry, knocking chunks out of the brick.

BOOM!

With a blast wave intense enough to force them backwards, a shell collided with the road just in front of them. It erupted in debris, and with a juddering crack, the rest of the weakened road collapsed into the tunnel system, leaving them standing before a massive gulf that consumed the street.

Blast picked herself up first, extending a hoof to hoist AJ to her hooves as well. Bullets pinged around them, and she gasped in pain as one inevitably hummed its way into her rear leg. Teeth clenched and eyes watering, she pointed with her good arm, shouting over the thunder of the shells, "into the tunnels!" before she dropped down. AJ's eyes widened at the blood pulsing out of Blast, and she didn't argue, rapidly following suit.

After the roar of the outside world, the dull rumble of the guns audible from beneath the streets was eerie, like being in the eye of a storm. Blast leaned heavily against an old brick wall, gasping in heavy breaths as she tried to staunch the flow of blood from her shoulder. If it had been an autogun bullet, that would've been one thing, but a bullet from an airship-mounted autocannon was another beast altogether. It had punched a massive ragged straight through her leg. While it had missed any major blood vessels and thus wasn't quite enough to be life-threatening, it was awfully painful and made it nigh-impossible to move quickly.

"Oh Sky," AJ swore, moving to start dressing the would.

"No," gritted Blast. "I'll be fine, I've been through worse." She motioned with her prosthetic hoof. "Much worse...Hehehe..." she lapsed into a fit of coughing at the end of the laughter, then stared intensely at AJ. "Alright, change of plans. This is important. Do you think you'll be able to find your way back through to our base?"

AJ shrugged. The tunnels were a maze, and she honestly had no idea. Blast rolled her eyes. "Well, whatever. You remember the code, right?" A nod. "Good. Here's the important bit: when you get there, hit the button on Torque's machine. The one on the wall. You'll understand when you get there. Got it?"

AJ nodded once, decisively, and turned, bolting off into the darkness. Blast limped away from the explosion-carved hole, face written with pain and determination. "As for me," she muttered to herself, "I've got a visit to pay to an old friend."

Arctic was beside herself. She'd never seen direct combat, and jumping straight into full-scale warfare was a bit of a shell-shock to her. She'd done her job maintaining the ships during combat with the brigade of pegasi, frenetically dashing back and forth between parts of the ship as they were destroyed and doing her best to make sure the whole thing stayed operable. She and the rest of the engineers had succeeded; Skyslicer still flew, though it listed slightly and one side issued a small trail of smoke as it roared over Baltimare. Beneath her, the city had devolved into chaos; the streets were crammed with Alliance and Imperials as they vied for dominance. The Imperials were most definitely winning. Using any artillery had become counterproductive after the initial bombardment, since as many or more NH soldiers would be struck by each blast than Alliance, so the airships had settled into an uneasy wait.

She stood by the port railing, looking dazedly over the crumbling city. I...I wasn't ready for this, she thought, feeling as though she might vomit. She jumped as a hoof landed lightly on her shoulder. Wing Commander Thunderlane stood there, wearing a most uncommon expression for him: compassion.

"I gotcha, kid," he said. "First time in combat, right?" She nodded numbly. "You get used to it after you see a few fights. It's not always this bad, either." It was his turn to cast his gaze over the battlefield, a brief bitterness entering his eyes. "This is my hometown, you know. Damned mess those Alliance made of it." He shook his head sadly. "Anyway, Ensign, at ease. Your job is done for now. Go belowdecks and take a rest, you've earned it. The rest can handle this now." With that, he trotted off.

She looked after him and saluted wordlessly, then turned back to the city, watching the carnage. Was this necessary? She was hardly paying any attention to her surroundings.

That's why, when the jolt came, she didn't have time to react as she flipped over the railing and into the open air. She snapped open her wings as she dropped, heart pounding as she navigated her way back up to the ship.

Then she saw what had caused the jolt.

The deck of the ship burst into panic like a colony of ants, and she watched the thick column of smoke trail skyward from the gaping shell hole in the side of the airship.

She only realized she was fainting after she began to fall. Dimly, she watched the Skyslicer recede. The last thought she had before unconsciousness was: where did the shell come from?

"Get offa me, you cowards!" Torque spat. His limbs were restrained, and his prized revolver was lying in the hoof of a dull-gray NH officer that inspected it coolly. Though it was invisible beneath his dark fur, his entire face was a single enormous bruise marked with at least four individual's hoofprints.

He was in the foyer of a lavish building. He didn't remember how he'd gotten there; the last thing he remembered was a booming sound as the stones beneath his hooves began to crumble. He'd thought he was about to die, but apparently not; maybe a pegasus had caught him or something. Either way, now he had a problem; his capture. Nopony had actually expected them to totally destroy the airdock; it was such a huge part of Baltimare's livelihood that it hadn't even been considered. It was like shooting yourself in the hoof. Then again, he thought with grim amusement, these NH ships ain't from here. Whole place'll go up, and just see if they care! Somehow that was comforting to him; at least the empire that had taken away his freedom would lose a good amount of economic influence for his death.

Without a sound, a large door on the other side of the foyer glided open, propelled by an older stallion holding a silver platter in one hoof. Through it, ever the icon of grace, stepped the Colonel-Governess of Baltimare: Fleur de Lis. Her cold purple eyes regarded him as though he was an object that she could do what she pleased with. For the briefest moment, there was silence as the two stared at each other, each with thoughts racing through their heads.

Then, screwing up his face, Torque spat at her, nailing her right on the point of the muzzle and prompting a surprised sneeze. He laughed mockingly for a moment before being painfully cut off by the muzzle of his own pistol against his back.

"I wouldn't recommend doing that again," droned a monotone mare's voice. Torque couldn't look behind him, and the hairs on the back of his neck stood up. Something about his trusty revolver being turned against him was the worst part of this whole debacle.

Face molded into a glassy smile of total insincerity, Fleur reached up a dainty hoof with a kerchief, wiping the saliva away. "Now, now, Maud," she chided, "you mustn't be so impolite to our guest." Her smile grew wider, less controlled. "After all, we have so much to talk with him about."

Torque's face twisted into a snarl. "I ain't telling y'all nothin'!"

Fleur laughed. "'Ain't,' 'y'all'. It's always so amusing to hear you mud lickers from the west!"

Torque's brow furrowed angrily and his teeth gnashed against each other. He raged impotently, the gun barrel in his back reminding him every time he moved that the first time he made a wrong move would be the last move he ever made.

"Still," mused Fleur, "I can't have you around here. Far too high maintenance." Torque closed his eyes. This was it. His death was coming.

"So, I think I'll send you to Devil's Gulch!"

Scratch that; something worse than his death was coming.

As he was dragged off, he called out a final parting phrase: "Don't you think you're safe, Fleur de Lis! We're gonna come for you, and you're gonna beg for the end before we're done with you!"

The smile had left her face. "How droll," she sighed. "How many ponies will tell me that?" She turned to the pony by her side. "Platter, how many ponies have told me that?"

He smiled politely. "I couldn't say, ma'am. Many, to be sure."

"Hmm," she mused, as Torque's ranting figure was taken from the room. "You don't say."

"Hreshhhhh!"

Thirty-Four raged against his unreachable restraints. After he'd bitten through the first rope, they'd bound him in places where his steel-strong mandibles couldn't reach, and while he was wiry, he didn't have the raw bulk to try to break through the ropes by sheer force. The captain of the airship he'd been brought to stared at him.

"What on Equus is that thing?"

He was met with Thirty-Four's bitterly hateful glare. "Not a thing am I," he hissed, his clicking mandibles mangling the words as little wavering strips of shadow peeled away from his coat. "Pony am I." He was met with a scornful laugh from the captain.

"You're a pony? Likely story. I don't know what you are, exactly, but you're not one of us. I dunno how the Alliance got something like you on their side, but it's irrelevant now."

Thirty-Four's ears flattened and he looked at the ground, face describing some kind of complicated amalgamation somewhere between anger, pain, and despair. "Pony am I," he said again, this time quieter, more to himself than anypony else.

By the end of the day, the battle for Baltimare had gone about as well as expected; New Harmony had utterly crushed the Alliance. Their airships remained in the sky, watching oppressively over the citizens as they attempted to rebuild their decimated livelihoods. Most, close to all, of the Alliance in Baltimare had been slaughtered. All things considered, it was a highly successful operation for Storm Sliver. Sure, Canterlot would have to fork over several million bits for repairs, but he wasn't the budgeting type; manners of money had never interested him. He was a soldier.

And yet, he was unsatisfied. None of the four that had landed him in the infirmary had been killed or captured. When he found out that they'd assaulted the fleet and had somehow escaped, he had raged for over an hour. The one that he'd seen—Applejack, he thought—had also escaped. She'd just been too far away for anything approaching accuracy, and that incompetent gunner had provided them with the ideal escape route. Two earth ponies wandering through the defunct Baltimarean sewers would take weeks to find, and many ponies combing the subterranean passageways. It simply wasn't worth it, and the idea that he could be so easily outplayed boiled his blood.

"Fools," he murmured as he watched a line of Alliance prisoners-of-war marching through the cratered streets, "what were they hoping to accomplish by trying to fight us head-on? They made it too easy."

Then, out of the corner of his eye, something down on the beach around Horseshoe bay twitched.

He peered down at it, then grinned as it resolved into a mint-white unicorn galloping towards the city. "Lyra," he said softly. Further up the beach, two more of the fugitives were also running. It was Dutchess Belle and the pegasus Rainbow Dash. His grin widened. They were gift-wrapping themselves.

"Freeze!" he barked to Flash Freeze, the captain of the small craft he'd taken up as his unofficial station, "take us down to the beach. I've got some ponies to..." he searched for a phrase, and his grin grew again, stretching cruelly across his face, "...talk to."

A few minutes later, the craft mobilized, carrying Storm down to the beach. It landed a few hundred feet in front of Lyra, who looked at it quizzically and, puffing, slowed to a walk as she approached it. The gangplank clattered down, and Storm stepped out, flanked by a few soldiers on either side. His teeth were bared in a wolflike smile. Lyra's first reaction was to unsheath her sword, bringing it to bear in the blink of an eye. Her gun followed suit. Her keris remained locked in her belt, something Storm didn't let pass. "Poor unicorn," he said, walking slowly towards her as he ripped the keris away from her, drawing his own sword in turn as his blood began to pound, "not enough focus to work three at once?"

She snorted. "I don't need three weapons to end you. I already practically did once." Her levitated gun primed itself, manafilaments burning blue. He looked at it coolly.

"Ah yes, the gun that brought me to the ground. There's something you're not considering, though." He motioned, and the soldiers swarmed forward. Lyra's sword flashed forward. It laid two of them on the ground, but the others were unaffected. Noting their heavy armor, Lyra drew her sword back for another cut, but had to dart it forward again to block Storm's. He slowly advanced on her, pounding her under a flurry of quick, savage strikes as the soldiers pressed forward. "You," he said, each word punctuated by another slash, "should've stayed with your friends!" The last strike was heavier than the rest. The heaviest he'd ever had to deliver, in fact.

Lyra stared in disbelief at the two halves of a sword. "Zivel..." she whispered, as the blade tumbled to the ground, burying itself in the sand with a shhhk. The soldiers finally reached her, and she was tackled to the ground. Her gun dropped from the air as a suppressor ring was forced onto her horn and she whimpered; it hurt to be cut off from magic while actively using it. It was like something within her had broken.

"Lyra!"

The shout came from a distance as Rarity and Rainbow dash came hurtling towards the little group. "Let go of her, you creep!" Rainbow snarled, running fast enough to leave both a rainbow contrail and Rarity behind. A smile on his face, Storm waited until she was close, then pulled her into him, flicking the keris down to Lyra's throat. "Rainbow Dash, if you take one more step towards me, I'm going to ram this knife right into your friend Lyra's neck. You don't want that, do you?"

The pegasus came to a skidding halt on the sand, staring at him with a hateful glare as she pawed the ground, snorting loudly. "Let her go, you stinking coward!"

He tutted. "Coward? Coward is the word that foolhardy imbeciles like yourself use to describe those of us smart enough to use discretion. He turned away from her as Rarity cantered up, herself also in a high dudgeon. "Ah, Dutchess Belle. So nice of you to join our little soiree. We were just about to get to the main event." He drew himself up. "I am Rear Admiral Lower Half Storm Sliver. By the power given to me by Her Leadership, the Lady Steward Twilight Sparkle, I place you all under arrest, for charges of mass murder, disturbing—"

Rainbow flicked her tail impatiently. "We get it, we get it! Big bad pony thinks we're just gonna sit down and do what we're told. Buck that! I've got better things to do than listen to you blow hot air. Now get out of my way!"

The keris tightened on Lyra's neck, and she let out a cry as a little trickle of blood began to make its way down her coat.

"Rainbow, dear," muttered Rarity, "he isn't bluffing. One more outburst like that and Lyra is going to die." She raised her voice to carry to Storm. "I, for one, surrender."

Storm shook his head. "Not you. The Lady Steward has decreed that as long as you resume your tenure as her personal aide, your sentence will be dropped and no charges will be brought against you."

She shrugged, face an impassive mask. "Very well, then. I accept those terms." Rainbow cried out in protest.

"I thought you would," said Storm, smile tight and hard. "Now, you two," he said, turning to Rainbow and Lyra, are coming with me. There's somebody who wants to meet you."

Rainbow glared daggers at both him and Rarity, but allowed herself to be bound alongside Lyra and shuffled onto the small airship. The altitude engine gunned, and the ship rose off of the sand, bearing the trio back to Baltimare. Rarity, the only one of them not bound, stared down in horror at what had been wrought on the city. The roads were hardly intact; in several places, there were huge chunks of rubble that had fallen down into the sewers. Many of the close-set brick houses had become bombed-out shells. Peaceful ponies, those who were simply trying to exercise their everyday lives, were crying in front of what they'd worked for their entire lives. Loved ones comforted loved ones, and all too often, figures draped in black fabric lay where ponies had once stood. The entire scene was blanketed not only in the ordinary gray smog of Baltimare, but in a thick layer of smoke where airships had burned. As she watched, the storm broke, and torrential rain began to whip the already-battered city.

Rarity covered her mouth and felt revulsion rise in her throat as she considered all the ponies that had died or lost their homes because New Harmony had decided to bring heavy artillery against what amounted to a riot. Storm saw the gesture and parodied it, patting her on the shoulder and ignoring her flinch.

"I know. It's terrible, isn't it? This is what happens when you put your trust in the Alliance." His cold, bright eyes bored into her, and her bile rose again. Disgust overtook her as she considered the...beast that was standing next to her, and the fact that she had to agree with him. She molded her face into a plastic mask of a smile and nodded, voice barely audible above the rain.

"It certainly was a mistake." Her voice rang hollow, and they both knew it, but as Storm turned away, he smiled wolfishly again. It didn't matter what she thought; it mattered what she did. And what she'd done was to leave for dead the two ponies that were tied together on deck. Rainbow was glaring at him with undisguised hatred, and Lyra was practically catatonic. Occasionally, she mouthed the word Zivel, but that was all.

Before long, the airship landed again, this time at a lavish mansion atop the hill. Rarity trotted off, and the other two were dragged. They entered the building, and to go from the sodden, smoking world outside to the perfectly silent, immaculately kept mansion of rich wood and velvet carpets was quite the transition. "Ostentatious," Rarity muttered under her breath, eyeing the mahogany paneling and overabundance of red velvet and satin. "No class at all." They were led, or dragged, through a pair of large double doors, and found themselves in a small parlor-esque room.

Two ponies immediately caught their attention. First, Torque was there, looking much the worse for wear and with a permanent scowl affixed on his face. He was tied to a chair, one much too large to be reasonable. He looked at them and shook his head.

The second was a tall white unicorn with pale pink mane and tail. Rarity immediately recognized the statespony smile on her face; she'd used it just a few minutes ago herself. "Allow me to introduce myself," she began, voice pleasant and neutral. "I am Fleur de Lis, the Colonel-Governess of Baltimare. I have been given the privelage of overseeing this beautiful city by the Lady Steward, and I've been doing so quite well." Her voice began to grow steadily colder, less pleasant. "So, when I discovered that the Alliance had decided to make a mess of things again, well, I just couldn't let that stand, now could I? I decided that it would be best for all parties involved if I were to ask for some reinforcements directly from the Capitol." Her voice had become chilling, and the smile had left her face. She'd taken on a look of abject fury. "Now look at my city. Half of it is in ruins. Ponies are dead, homes are destroyed, and the entire airdock has been blown to pieces. All of this could've been avoided if you'd just accepted peace for what it was and let it lie!" She was shouting now. "But no! No, you had to bring your chaos to my city! You had to—"

"Oh, shut your mouth," broke in Torque in a weary, long-suffering voice. "Y'know full well we didn't do any of that. That was all your buddies from NH. We didn't harm a single bystander. We didn't touch an innocent pony, and we certainly didn't blow up no buildings. If'n you actually cared 'bout any of the ponies in this city, you wouldn't be takin' their side." A soldier stepped forward and struck him across the muzzle. He didn't react, instead opting to stare straight at Fleur.

She'd calmed down. Her voice had become a placid pool, calm and inscrutable. "Regardless, you began the fighting. This pony here," she motioned to Torque, "already knows his fate. Has anypony told you two yet?"

Rainbow shrugged, insofar as one can shrug when tied to another pony. "Search me. Mr. Happy-Cheer-Joy over there," she tossed her head towards Storm, "just said you wanted to meet us. What's going on?"

She nodded. "I thought as much. Well, allow me to elucidate your fate for you: you, Lyra, Torque Wrench and, as soon as we find them, Applejack and Blast Furnace, are going to be incarcerated in the prison of Devil's Gulch. You should be thankful you aren't being sentenced to death."

Rainbow's eyes went wide and the breath rushed out of her. "No," she replied weakly, "death sounds pretty good right about now."

A fabricated laugh from Fleur later, and they were returned to the airship.

"Well," Torque said laconically, "guess we'd better settle in for the ride." He stretched out, bound joints cracking. "'Least they haven't got Blast."

"Or AJ," muttered Rainbow. "Fat lot of good that's going to do us. Stupid pony doesn't know a tyrant when she sees one."

Torque shrugged. "Well, no use thinking about now." He sucked in a long, ragged breath, staring off into the distance. "After all, we're gonna need all out strength for what's comin' up."

Chapter Four - Battle For Baltimare, Part I

Down below, far beneath the riot and the oncoming Imperial airships, the three Canterlot escapees paced.

Torque leaned against the wall, lounging there and watching the three mares walk back and forth, muttering agitatedly to each other. He yawned. “How many times do I gotta tell y'all? Ya can't do anythin’ right now. Just let them handle it. Just listen to me, yeah? Get some damned rest.”

No response. He sighed.

Minutes wore on into hours, and still the three Alliance rebels didn’t return. Even Torque started to grow nervous, eventually joining the others in their pacing back and forth. All of a sudden, though, an hour into his pacing, the old radio on the wall started fizzing and popping with static. He rushed over to it, gritting his teeth as he frantically adjusted the knobs and dials. “Damn it,” he grunted, “I’m still not getting anything!”

Rarity galloped over, shouldering him aside. “Let me take a look at this. If there’s one thing I know, it’s magilectrics.” Her horn ignited, and the controls of the radio panel moved smoothly to a single position. The static suddenly cleared, and a voice resolved:

--to all Alliance cells! This is Blast Furnace, leader of cell four! If anypony can hear me, rendezvous at the main airdock! This is an emergency!

Torque picked up the transmitter and shouted into it, but Blast didn’t hear him. It seemed that whatever radio she was using, the receiver wasn’t picking him up. He swore, slamming the transmitter back down into the cradle and turning to the other three. “Gear up, y’all. We’re going out.” From a previously hidden holster on his flank, he pulled out a revolver, priming the manafilaments with an eerie blue glow as he pressed his hoof to the door’s control lever and rammed it open.

Rainbow glanced at her companions before shrugging and following Torque. Rarity and AJ shared a single look and nodded, trotting after her.

The airdock had been totally shut down after the enormous riot. The factory workers had been removed, either to their complices or the prison, and most of the New Harmony guards were sleeping off the injuries they’d accrued. Thus, the airdock had transformed into a perfect meeting place, into which trickled a slow, careful stream of Alliance sympathizers. The few remaining uninjured guards had been relatively easy to subdue, and now they slept silently in crates several hundred meters from the otherwise-abandoned dock.

In the center of the airdock, standing on a makeshift podium crafted mostly from shipping containers, was Blast, flanked by Lyra and Thirty-Four. When the four walked into the airdock, she was addressing a large and ever-growing crowd of ponies holding weapons of various types, from pitchforks to old pistols to state-of-the-art autoguns.

“So, I ask you one more time, ponies of Baltimare,” Blast was saying, “are you going to let New Harmony come to your home, kill you, take prisoner your loved ones?”

The crowd roared a hearty “NO!” as she continued to rile them up.

“Are you going to just stand there and let their airships cover the sky until there’s no getting out?”

“NO!”

“Are you going to surrender, and give up your fealty to their Diarchy-damned Lady Steward Sparkle?”

“NO!”

“Then what are you going to do?”

“FIGHT!”

“What are you fighting for, ponies?!”

“WE’RE FIGHTING FOR FREEDOM!”

Blast lifted her prosthetic to the sky and her eye flashed brightly. “Yes, we are! So get ready, Alliance! We’re going in hot!” The crowd cheered as she hopped off, guiding Lyra and Thirty-Four to Skyshard.

Rainbow broke from her three companions, galloping up to them. Her eyes were narrowed. “Hey, fill me in. What’s going on?”

Blast rolled her eye. “Should’ve guessed that Torque would hear my radio and bring you lot out. So, here’s the deal: New Harmony knows we came here. They’re sending an excessively large regiment of soldiers to run the Harmony Killings one more time, kill every Alliance supporter in Baltimare.” She continued walking, paying no attention to Rainbow’s shocked expression. “Good job we went to take back Skyshard, or else Lyra wouldn’t have heard that on her radio.”

“So,” she continued grimly, arriving at the gangplank to the airship in question, “we’re going to give them what we want. We’re giving them the Alliance. Right. In. Their. Faces.”

Rainbow’s shock disintegrated, replaced with a deep grimace. “Alright. I have an idea. How much time do we have?”

Blast shook her head. “No more than six hours.”

Rainbow nodded. “Alright. Give me a second. Lyra, get over here.”

She grabbed the mint-colored unicorn and galloped ahead, blitzing her way onto Skyshard to Lyra’s muffled protests.

Meanwhile, Rarity continued Blast’s work. Her training as a diplomat came in handy as stepped up onto the podium, speaking in the articulate confidence of a trained orator. “Some of you probably know who I am,” she started, catching sight of the frowning and angry faces of some ponies in the crowd. “Or rather, you believe you do. You know me as Dutchess Rarity Belle, advisor to the Lady Steward. However,” she held up a hoof, forestalling the angry shouts she could nearly feel coming,” that’s not all I am. You may not know me by the name I went by as a pilot before the war’s end, though I’m sure some of you have heard it, especially here in Baltimare.” She bowed. “You may call me Elusif, captain of Diamynd Fyre, fastest Interceptor in the skies.”

That certainly rustled some feathers, both literally and metaphorically. Perhaps anywhere else, it would have been a moment of shrugging and confusion, followed by more heckling. But for Alliance-oriented Baltimareans, those two names bordered on legendary. Though the story had largely been blown out of proportion, a few details were agreed on largely universally: Elusif had been a textiles manufacturer in Baltimare before the war, and had quickly risen through the ranks, largely owing to her incredible attention to detail and precision. She’d been the pilot of a light assault airship known as an Interceptor, and had flown it through well over a hundred skirmishes and several major battles. It had nearly always been a major player in them. The thought that the long-since thought dead Elusif might be standing in front of them? It definitely caught their attention, and she knew it.

As she worked the crowd, the last of the three, AJ, was left utterly bewildered. Her eyes narrowed; she didn’t like being out of her depth. Determined to look like she was doing something helpful, she purposefully marched straight past Blast and into Skyshard, grumbling in frustration.

As she passed through the cramped corridors of the airship’s gondola, she kept looking for ways up. She wanted to get on deck, clear her head, think for a bit. The overpowering smell of oil had seeped into her coat, and she felt as though she would vomit. Finally, she managed to find the ladder that led to the upper deck. Clambering up it, she paused for a moment, suspended in space in the center of the balloon, surrounded by steel scaffolding and gas envelopes. She swayed a bit, then continued, only barely stopping herself from throwing up all over the inside of the Skyshard’s balloon, and that was a conversation with Lyra that she didn’t relish having.

She emerged into the relatively fresh air, and found herself staring at Rainbow and Lyra as they struggled to bolt an enormous autocannon onto the side of Incarnadine. As she stared, Rainbow caught her eyes, waving her over.

“Hey, AJ! Give us a hoof in lifting this, huh? It’s heavy, and from I’m seeing of Lyra, she’s not exactly the most gifted at magic!” Lyra frowned harshly, but didn’t dispute the claim, instead meeting AJ’s eyes with something of a beseeching look after a moment.

AJ looked between the two of them. “Before I help you, wanna explain to me exactly what’s goin’ on here?”

Rainbow rolled her eyes. “Trust a farmer not to know an opportunity when she she’s one.” She quickly silenced AJ’s impending comeback, holding up a hoof to forestall her. “Well, it’s simple. I am sick and tired of piloting this thing without having a way to defend her, and I need to blow off some steam. We’re going on the offensive.”

Once again, AJ ended up staring, though for a different reason this time. “Are you crazy? There’s gonna be NH all over the skies! You’ll get blown away faster’n a tree in a hurricane!”

Rainbow grinned. “Oh, that’s what you think. Two things. One: this ship, even though it’s cobbled together, is pretty quick on the engine. Not fast, but agile. Now that I’ve slept awhile, I can pilot this thing like there’s no tomorrow.”

“There might not be,” AJ grumbled to herself as Rainbow continued:
“And two? I won’t be on this ship. We will.”

"Uh-uh. Nope. Count me out. I told y'all that no matter what, I'd have no part in actively fightin' New Harmony, and that still stands."

With that said, AJ immediately trotted at quite a brisk pace away from the other two ponies. Rainbow gritted her teeth, straining under the weight of the enormous autocannon. "Fine! If you won't help, go get Blast! At least she knows tyranny when she sees it!"

No response. Rainbow growled, glaring after her as she walked rapidly to the other end of the deck, looking out over the Horseshoe Bay.

The paintings tell me that this place was right pretty once. thought AJ, glaring iron-hard over the railing at the layer of gray smog hanging low over the oil-slicked waters, I wish it still was. She glanced back at the apples on her flank and her gaze softened. I miss Appleloosa. I never shoulda left.

To the west, the Gemini-class gunship Skyslicer hummed through the sky, bearing its way to Baltimare at the head of a small fleet of Imperial airships. Arctic stood on deck, bewildered, as she watched them filter out of the clouds on all sides.

All of this for three fugitives? She'd though even a single Gemini was too much, but this was absurd. So far, she'd seen half a dozen Draco light combat ships, and a few larger cruisers, and there was no sign they were stopping anywhere else. Utterly confused, she approached the senior officer at the wheel as he began decelerating and barking orders into a radio. After a few minutes of awkwardly shifting about and waiting, she was rewarded with him turning a cool eye to her and giving a perfunctory "Yes?"

"W-well, Sir..." she began, "permission to speak freely?"

He motioned with his hoof for her to go on and gave a brief "granted."

Encouraged, she continued. "Doesn't this seem...excessive? I mean, we're just out to capture a few fugitives, right? Even one Gemini feels overboard. Why are we bringing a whole fleet?"

After a few moments of intensive manipulation of the controls to bring the Gemini into a tight dive, he glanced at her over his shoulder. "We were initially out to capture the three fugitives, yes. However, en route to Baltimare, we received information about a series of Alliance cells there. I was granted authority to lead a strike against the alliance leadership. Make no mistake, Ensign Arctic Breeze. We're going to war. Understood?"

The lump in Arctic's throat grew throughout his explanation, and when he concluded, she nodded heavily. "Yes, Wing Commander Thunderlane. Understood."

He grunted, returning his full attention to the navigation. "Lieutenant Blossomforth should've told everypony onboard. I'll have to speak with her when this is over about her responsibilities to this ship. Tell your bunkmate and spread the word."

Saluting with a "yes Sir!" Arctic made her way belowdecks, relating the story to everypony she passed, until she arrived back at the cabin she'd shared with Swift last night. "Hey, Swift! Got some news for you!"

After explaining the situation to him, she returned to the deck, this time with her standard-issue shortsword strapped to her back, anxiety gnawing at her gut. She'd only been in direct combat once or twice, and never on this scale. She touched the handle of the blade as though to reassure herself, but it only made it worse. She cast her gaze afar, letting it scan over the dozen or so airships she could see, and shook her head. How many Alliance are there in Baltimare?

AJ, Lyra, Rarity and Rainbow were quiet as Blast held a fobwatch in her prosthetic hoof, staring grimly at it as the last few inevitable seconds ticked down. She’d resumed her stance on the shipping crate.

Tick

"And that's oh-seven-hundred on 4•24 Bloomrise. You're all now hunted by the state. Everypony get ready to kill or be killed, because we're officially out of options. Airships will be here in about an hour, maybe two.”

“Look,” she started, turning to the waiting crowd of Alliance supporters. “I’m not a very good leader, and I’m certainly not an inspiring speaker. Get Silver Slick from one of the other Alliance cells if you want a pony that can talk. I’m not gonna gild the lily; I only give straight talk. NH will be swarming these docks in ten minutes, tops. They’re better equipped and better trained than us, and they outnumber us by an absurd amount. A little while after that, some airships are coming in from OC with bombardment and reinforcement straight from the seat of NH. I’m not going to lie. Most of us, if not all, are going to die if we stay. So if you’re willing to sacrifice your freedoms and dignity to keep living, go on. Get out of here. I don’t think anybody here will think any less of you, and I certainly won’t.”

Nopony moved. A few ponies coughed self-consciously and shifted.

“But,” she continued, “those of you ready to fight and die for what you believe in, you stay right here with me. We’re going to bring everything we’ve got, march right up to those imperials, and kick their damn teeth in.” Her single natural eye scanned the crowd as the artificial one accompanied it, the orange glare lending her an angry, imposing air as she stared down from her improvised podium.

“I don’t know if many of you still remember the Diarchy from before the war. Hell, even if you do, you’ve probably forgotten about most of it by now. But I damn well remember it. I don’t know where it went, or what happened to the Princesses, but I’m going to stand up and strike a blow for them. I’m going to fight for the country that this was, not the empire that it is. I’m going to buck New Harmony in the face, and when I do, you all know what I’m going to shout?”

She held up her metal hoof and shouted at the top of her lungs, “FOR EQUESTRIA!” At the same time, a gust of harsh offshore wind blew through and her short mane and tail flapped, looking for all the world like a statue in commemoration of a war with the pose she was in.

“So,” she continued as she dropped her hoof back to the ground, voice once again at a normal volume and her teeth bared in a savage smile, “who’s with me?”

The resulting bellow of “FOR EQUESTRIA!” was absolutely deafening.

“That’s what I like to hear!” crowed Blast over it, punching her forehooves together. “Come on, then! Let’s get ready to kick ‘em where it hurts! Rainbow,” she called over her shoulder, “you know what to do!”

Rainbow’s face split with a madcap grin. “Got it! Come on, you two!” she called, motioning to Rarity and Lyra and dashing to the Skyshard with them in her wake.

Out of the corner of her eye, Blast spotted AJ creeping off, slipping out of the angry mob and away, into the dawning light of Baltimare and back towards the hideout. She shook her head in some combination of sadness and anger, muttering “good riddance.” She leapt off of the box, taking her place at the head of the crowd. “Get ready, everypony!” she called, “we don’t have long to wait!”

Inside the Skyshard, Rainbow cannoned through the various hallways until she eventually found the ladder leading up to the top deck. Biting out a quick “Lyra, why is this ladder so hard to find?” she ascended, leaving the two quite confused unicorns to follow again.

“You know, you could’ve just asked where it was!” called Lyra. Immediately afterwards, she sighed. “Never mind.”

As they reached the deck, they looked around for a moment, guts twisting at the boiling mass of stormclouds just off the coast. “If I still remember anything of tactics,” remarked Rarity, “they’ll attack from in there so we don’t see it until it’s too late.”

Lyra nodded. “Sounds about right. That’s what I would do.”

“Hey!” called Rainbow from the skeletal deck of Incarnadine, “Hurry up, you two! We don’t have all day!”

As they trotted over, she continued speaking at a mile a minute, all the while tuning the ship up. “Rarity, you’re on piloting duty. For Sky’s sake, you seemed to do well enough for yourself in the war, and from what I saw of your piloting before Lyra came and got us, you’ve still got it. Lyra, you and I are doing everything else.” She grinned again. “You know what that means.”

Rarity belatedly realized that there were two large guns bolted to the side of the craft with makeshift gunning nests fastened to their tops. They were somewhat unstable and phenomenally dangerous to get anywhere near, let alone on top of. She shook her head with wonderment. “You had what, eight or nine hours, Rainbow? And you’ve turned this lovely craft of mine into a monster. Well played.”

Rainbow chuckled. “Six, actually. That’s nothing, wait ‘til we get in flight. You’re on the rocket, Lyra. I’ll be on the autocannon. So,” she continued, turning to Rarity, “we’re going to be doing strafing runs on the NH fodder in the city to help Blast for the first few minutes, say thirty or so. Then we’re turning around and flying right into that.” As she cranked the ignition and the balloon swelled, she pointed out into the stormclouds. “Our job is to delay the NH fleet for as long as we can. And hey, if we manage to scratch a few out of the sky,” she laughed mirthlessly, “who’s counting?”

Lyra shrugged. “Suicide mission it is, then.” She stroked the deck of the Skyshard with a careful hoof, grinning. “You’ve served me well. Guess it’s time for Flash to take over.” Snapping out of her reverie, she hopped aboard the gunning nest, launching half a dozen arcanopulse charges into the rocket launcher and throwing Rarity a mock salute. Rainbow followed suit on the other side, snapping the chain of bullets into the autocannon and priming the manafilaments.

Rarity sighed. “You’re both mad, and we’re all going to die,” she murmured as she took hold of the steering servos, caressing them softly before she too grinned. A strange feeling, isn’t it? she mused, some kind of liberation that comes from knowing you’re about to die. “Alright. Hold on to your hooves!” She rammed the throttle forward and the ship lurched, blasting ahead with far more speed than before. “Rainbow!” she choked out, “what in the Sky did you do to this thing?”

“I told you,” laughed Rainbow madly, “It’s what I do! Torque taught me a lot in those few minutes, you know! Tuned up the engine, got the C-regs working at peak performance!”

By the time Rarity had gotten the speed under control, the streets had begun to fill with New Harmony soldiers, and even more were skimming low over the brick buildings on a beeline towards the airdock. Rarity dipped down behind a squad, all the while shouting over the wind and engines,

“Lyra! Save your rockets for the airships! Let Rainbow have a go at these!” Twin salutes from both ponies, and then the cl-cl-cl-clank! of an autocannon resounded and three pegasi fell out of the sky. Before any retaliation could arrive, she’d pumped the servos and ascended at a steep angle into the sky, the lightweight frame of the airship serving her well. Cheers could be heard from below as the ragtag group of Alliance caught sight of the small airship soaring through the sky.

Over a few more minutes, the Incarnadine’s autocannnon fire had taken apart a few more squads of pegasi, and a single well-placed and impulsive Lyra rocket had blown half a platoon out of the sky. They weren’t entirely unscathed, and a series of small autogun holes in the balloon leaked gas, but on the whole, they were largely intact.

“Alright, Rarity!” called Rainbow, “We’re about done here! Let’s get into those clouds! Turn on the radio to the frequency Lyra gave you and let’s pop some balloons!”

Rarity nodded to give assurance that she’d heard and cranked the transceiver to the Imperial frequency, darting away from
the city, over the stormy waves of the Horseshoe Bay and into the livid clouds offshore. They parted around the airship as Rarity killed the engines, drifting through the cloudmass, occasionally rocked by a heavy gust of wind. The sky was eerily silent, only broken by occasional bursts of static and incomprehensibly garbled chatter from the radio. The trio waited in tense silence.

Then a shadow soared over them.

As one, they looked up as the great shadow of a Gemini-class dual balloon gunship slowly drifted through the clouds above them, blocking out what little light of the dawn could be seen through the clouds. It was followed in rapid time by several ships that, while admittedly smaller than a Gemini, were certainly no slouch in assault. Rarity’s eyes met Lyra’s in a look of wide-eyed horror.

As they passed and set the clouds thrumming with their collective engine sound, Rarity very carefully cranked the engines of the Incarnadine again, revving them back up and quietly approaching the rear of the small fleet. Heaving a single heavy sigh, she closed her eyes and quietly mouthed a brief phrase before nodding to Lyra and motioning at the Cassiopeia-class ship closest to them, one that utterly dwarfed them.

The rocket flashed across the sky, a blue beacon that illuminated the world in silent cerulean light for the barest moment. Rarity caught the confused, then horrified, looks of the ponies on the ship as they stared at the rapidly approaching mana flare. She sank through the clouds again, disappearing into the dark mire of the storm.

Then impact.

The perfect silence was shattered by the roar of an explosion and the cries of pain and alarm. The radio fizzed to life immediately, shrieking so loudly it hurt Rarity’s ears. She slammed it off, focusing instead on piloting. Lyra shot off another shell. It missed completely, hissing through the sky and into the beyond. Rarity grimaced. “Don’t shoot, damnit! Unless you know it’s going to hit, all you’re doing is wasting munitions and telling them exactly where we are!”

Her statement was punctuated with rattling of autocannons and she gritted her teeth, performing the best evasive maneuvers she could as the deck was spattered with metallic sparks. “We’re going for another pass!” she ground out. “Rainbow! You’re on autocannon duty now! Shred that balloon as best you can!”

“Aye aye, Cap!” bit out Rainbow, wrapping her hooves around the dual triggers.

“Alright, get ready! We’re going up!”

Rarity poured on the gas and they rose, approaching from the other side of the Cassiopeia like a phantom. Before they could properly react, Rainbow hailed fire on them, peppering their balloon with holes. Though some punched through, the majority inevitably impacted onto gas envelopes. The air was filled with the smell of fuel. Returning fire soared at them, gleaming in the light of the autocannon’s muzzle flashes.

“Alright, Lyra! One rocket, right on the balloon! Bring them down!”

Another flare of blue light burned its way towards the balloon. Upon impact, the manafire ignited the leaking gas envelopes and an enormous fireball spilled through the sky, igniting the clouds in hellish light.

Rainbow pumped her hoof as the balloon of the Cassiopeia crumpled in upon itself. “That’s for Incarnadine!” she bellowed as Rarity coasted away into the gloom.

“Shut up, Rainbow!” hissed Rarity. Only she saw the flare round sticking out of the back of the ship. She couldn’t reach it. Nopony could, not without it landing. And it was broadcasting their position perfectly through the clouds. She tried to pull it out with her magic, but the telekinetic field skated off ineffectually. “Of course,” she growled. “Of course they had to make their flares out of elementally pure iron.” No sooner had she spoken than an enormous shell thrummed by them, plunging through the clouds and out of sight. A litany of swears burst of Rarity’s mouth as she ascended rapidly, trying to get high up, away from the firing arcs of any ship that might be threatening. A hail of autocannon fire from three sides denied her that opportunity, and as they were encircled, Rarity’s hooves fell slack upon the steering servos. “It’s been a pleasure, ladies. I just want you all to know that it’s been an honor.” She placed a hoof dramatically onto her forehead, and took a bow.

In rapid time, the sides of the craft were pierced with no fewer than twelve harpoons. Even if the engines had been gunned, they couldn’t have moved.

Rainbow pried herself from the gunning cage, acrobatically jumping to the deck. “Rarity!” she shouted. “Shut up and pull the big lever by your hooves!”

She was met with a somewhat distrustful stare as the pilot retired her dramatic stance. “What does the big lever do?”

“Just do it, damnit! We don’t have time to argue! Lyra! On deck! Now!”

Shrugging apathetically, Rarity cranked the lever as Lyra clambered her way over the rails and aboard the central deck. The deranged grin had resurfaced on Rainbow’s face. “Time for the last bit of what I did on this thing when you were all giving speeches! If we don’t get out of this, been nice knowing you two!” She held her hooves to her ears and whooped exultantly.

The hull of Incarnadine exploded.

A blast of fire roared its way beyond the central deck. The guns, the platforms, the balloon, and most of the armor were blown off, and the harpoons and flare were sent reeling. The airship dropped quickly and uncontrollably through the clouds, wind ripping by the three mares.

"Just like the platforms, eh, Rarity?" Shouted Rainbow as they accelerated downwards.

"You're crazy! Absolutely crazy!"

Rainbow grinned wildly. "But then again, didn't you know that already?" The sea loomed beneath them. "Get ready!”

A moment later, the blasted remains of Incarnadine slammed into the waves, sinking below the surface and leaving no trace that it had ever existed.

Back in Baltimare, the fight was going poorly for the Alliance. Though the airship’s flyovers had bought them some time, when the entire garrison of Baltimare was brought out in force, there was little to be done. She hadn’t seen Thirty-Four since the fighting had started, and Torque had long run out of bullets in his revolver and reverted to hoof-to-hoof combat. She was bleeding from a few small wounds, and her artificial eye had been smashed by a bullet. It had shielded her brain, but at the cost of dimming and dying, leaving the side of her spitting angry sparks and occasionally flickering as her vision dipped in and out, disorienting her greatly. The NH just kept coming, and the few remaining Alliance supporters left fighting were hard-pressed to keep going. She shut her eye for a moment, breathing deeply. I guess it ends here, huh?

Her eye snapped open again in time to see a pegasus diving towards her. She lifted her artifical hoof and took the sword strike on the metal casing, then grabbed him by the neck and brutally slammed him down into the ground. “For Equestria!” She roared, her voice guttural and rendered into a gargling growl by the blood in her mouth.

“Good. Very good! I couldn’t have said it better myself!”

She whirled in confusion and stared. A brown pegasus was hovering by her side, and nearly a hundred more dove down to accompany him, hovering a little ways above them and bolstering the failing defenses of the Alliance. He winked. “Blast Furnace, right? I’m Oak. Heard you were making a bit of a last stand here, and well...I just thought, what fun!” His voice was lilting and jocular, some sort of accent she couldn’t quite recognize as he continued. “So, I just took my crew, and we came down to lend a hoof!” He lifted his foreleg, and wrapped around it was a green cloth band. Looking at the rest of the pegasi in the sky who now engaged the soldiers, Blast realized they all bore that same band, and a realization dawned in her eyes. Oak noticed, grinning widely. “Yep! This here’s my factory crew, loyal to the Alliance down to a pony! So just say the word, Blast, and we’re yours!”

She sighed hugely, relief and incredulity warring in her eyes. “Well, you came just in time, Oak. Have fun, I guess. Airships’re coming in soon. Get ready for the fight of your life.”

His eyes glimmered. “Wouldn’t have it any other way!” He flapped up into the sky, taking position at the head of his factory crew. “Come on then, everypony! Let’s show these NH a good time!”

High up in a marble tower in Baltimare, an elegant pink and white unicorn sat in an ornate mahogany chair. The room she was in was paneled in exotic woods and metals imported from annexed countries, and it was absolutely immaculate. A crystal decanter filled with wine sat on a dressing-table nearby, and in the corner sat a grandfather clock of incredible workmanship. The mare sipped tea out of a gilt teacup as she watched the wartorn airdock. An elderly stallion trotted up beside her. “More tea, Ms. de Lis?”

She waved him away, slender muzzle graced with a beatific smile. “Not now, Platter. Thank you, though.”

He nodded, retreating, as the Colonel-Governess watched the bloodbath beneath unfolding. She sighed contentedly. “Just a bit longer, then the airships get here and I can take those fools to Devil’s Gulch.” The smile narrowed. “I wonder how much the Lady Steward will pay for reparations to the city, hmm…?” A breathy chuckle followed. "It won't be long."