As the Cabal opened fire on the rapidly approaching Guardians, Rook's shield bashed into the head of a Legionary, taking it's helmet clean off and killing it, before shoulder-charging another and sending it through a wall. Casiana rained flame from above, scorching anything that got in her path. Leo's staff was a blur, as it spun and danced around, crackling with the power of Arc Light. Then, the Warbeasts lunged. Rook threw his shield, bouncing the lizard-like beings into Casiana and Leo's line of fire. The last Legionary drew its wrist blade and charged, but a well-timed Blink Strike and a dodge from Leo killed it. The Equines sat in shock, from seeing the Guardians decimate their captors.

"You all okay?" Leo asked.

The one called Flash Sentry nodded. Casiana and Rook set to removing the ponies bindings and arming them with the weapons the dead Cabal carried.

"You're Flash Sentry, right?" Leo asked. A few of the fighters frantically shook their heads in a "No" gesture at Flash, who sighed and nodded.

"Lieutenant Commander Flash Sentry." Flash said. "Who are you?"

"I'm Rook-3." Rook said. "That's Casiana Rulis and Leo Davenwood. We're Guardians of the Last City, we came to help."

"How can we trust you?" one fighter said. Flash gave him an angry look, which silenced him. Rook rolled his eyes and sighed.

"Enemy of my enemy is my friend, correct?" he asked Flash, who nodded reluctantly.

"Fine. We'll take you to our base, but just to make it clear...I don't trust you."

"We didn't expect it." Casiana said. "Are those your weapons?"

She motioned to a pile of weapons that resembled pre-Golden Age muskets, only they were fitted with blue metal, and a cylindrical cartridge rested on the side.

"Yep. Caster rifles." Flash said. "Resistance's weapon of choice. Old, but reliable."

"Grab 'em." Rook said. Flash threw the rifles to his troops, and as they armed themselves, Rook noticed a shadow on the horizon.

"Incoming!" he yelled as the Cabal Harvester opened fire, and deployed a full platoon of Cabal. Flash and his troops opened fire, while the Guardians rushed the incoming Legionaries. Casiana knee-kicked the helmet off one poor soldier while Rook grappled with a Phalanx for his Autorifle. Leo hurled an Incendiary Grenade and dodged under a Phalanx shield, blowing the Cabal's helmet off with a well-placed Hand Cannon shot. Then, a pack of Warbeasts began to charge at them.

"Warbeasts!" Flash cried. "Open fire!"

The Resistance troops opened fire, and their Caster Rifles hit hard, dropping a few of them. One managed to reach Casiana, who threw the beast down and hit it with a Scorch Melee, killing it. Then, the ground shook, and a Red Legion Colossus hit the ground as the Harvester flew away. Rook, Casiana, and Leo watched as the Colossus fired a volley of missiles that hit Flash's position, sending his troops flying into the air.

"Let's go!" Leo said, assuming a combat stance and attuning his light to the Striker class. The Colossus threw his railgun aside and strode forward, accepting the test of strength. Rook made the first move, sliding and leaping onto the Cabal's head, backflipping off it while landing a kick. The Cabal shrugged off the blow and tried to punch the Titan into the ground. Rook slid past the blow and through the Cabal's legs, planting a Lightning Grenade right between his feet.

"See ya!" Rook cried as the Lightning Grenade sent five blasts of electricity, each in excess of 5000 volts, directly though the Cabal. The lightning coursed through the Colossus, frying it and sending it groaning to the ground.

"Nice kill, I'll give you that." Flash said, getting up from the ground. "My fighters…"

"We'll take care of them." Leo's Ghost, Ness, said. "But we won't last long out in the open. Where's your base of operations?"

"Follow me." Flash said. As the Guardians jury-rigged a sled to each of their sparrows to carry the wounded, they didn't notice a flickering Fallen Marauder watch them, clad in the black and silver colors of the House of Bane. It clacked into its comms unit, and departed.

=======
Resistance Base Home One
The Gatehouse

Flash brought the Guardians to a large hill, bigger than the town.

"What's all this about?" Leo asked.

Flash walked over to a bare portion of grass, and touched it. A glowing rune appeared, and doors swung open.

"Neat." Rook said.

"It can only be activated by a pony." Flash said as he sealed the doors behind them. "Makes sure that the Cabal can't gain access."

As the Guardians guided their Sparrows, Flash brought them to a series of fortifications, guarded by ponies with Caster rifles. The defenders eyed the Guardians warily, and a few raised their weapons until Flash held up his hoof. They opened up a palisade, though rather slowly, and they found themselves in a colossal cavern that had been turned into a base of operations. Rook could see weapons caches, what seemed to be a generator complex, a medical building, and barracks for the soldiers, and countless Resistance soldiers. Most were ponies, but a few Minotaurs, Griffons, Diamond Dogs, Changelings, Zebras, and a couple of Dragons could be seen.

"Nice place." Leo said.

"It used to the the largest mine in Equestria." Flash said. "The Diamond Dogs turned it into our main base when the Red Legion came."

"And how do the Fallen play into this?" Rook asked.

"They came before the Cabal." Flash clarified. "They toppled the Griffon Dynasty in a forty-day siege. Now, they keep to themselves, but we're still scared they might return. We already have the Cabal to deal with."

The Guardians nodded, and they followed Flash to the main building, the command center, though a gauntlet of stares, glares, and whispers. As they entered, Twilight looked up from her maps, and she frowned slightly upon seeing them.

"Flash." she said.

"Twilight." he replied.

"Who are they?" Twilight asked him, referring to the Guardians. "They're not Cabal, I can tell."

"They call themselves Guardians." Flash said. "They saved my flank and the flanks of my team. I think that's the seventh time."

"You're really lucky, Flash." Twilight said. "Good to meet you, Guardians."

"You too." Rook said. "I'm Rook-3, that's Casiana and Leo. So, what's with the Cabal here?"

Twilight sat down and sighed.

"That will take some time to explain." she said. "But I guess you need to know. One year after the Fallen took Griffonia, we had prepared defenses should they attack us next…"

==========

Canterlot, four years ago.

Princess Cadance and Shining Armor walked through the halls of Canterlot Castle, to the Throne room. Normally occupied with squabbling courtiers, it was now a military base of operations. Celestia and Luna were at the window, watching the storm outside.

"Cadance, what do you have to report?" Luna asked.

"The shield is up and at full strength." Cadance said. "Though, that storm might make things difficult."

"And our radios have kept shorting out." Shining added, looking to a terminal. "Plus, our sensors beyond a mile out have stopped responding."

"Could be the storm." Luna said.

"Maybe…" Celestia said, turning to the window, watching the storm close. Then, black shapes, boxy and bold, appeared in view. Celestia froze, realizing the shapes were not Fallen.

"Battle positions!" she cried as the Red Legion fleet came into view, firing volley after volley at the shield surrounding Canterlot.

"Shield strength is dropping!" a Guard cried. "It's not holding!"

"Brace yourselves!" Luna cried as the shield shattered, providing the Red Legion with a clear opening. Threshers, Harvesters, and countless smaller fighters rained down, spewing rockets and slug rounds, cutting down anything in their path.

=====
"What are they!?"

"INCOMING!"

"ON THE RIGHT! ON THE RIGHT!"

The screams of the guards added to the carnage as the Red Legion troops deployed. Countless Legionaries, Phalanxes, and Incendiors moved up, covered by sniper fire from Psions. Warbeast packs moved on the flanks, driving the Equestrian defenders to the front, where the main infantry cut them down. The unicorns hastily threw up barriers, but volley after volley of slug rounds shattered each of them.

"Hold the line!" a Guard lieutenant cried, just as he was filled with slug rounds. Despite the Equestrian's best efforts, the Cabal carved a steady path towards the citadel, where the Princesses were directing the battle.

=====

Aboard the Cabal Flagship, Dominus Ghaul watched multiple screens display the Red Legion's power over the ponies. He saw pegasi, earth ponies, and unicorns stand valiantly, but ultimately fall one after another.

"Dominus!"

Ghaul turned to see Thumos the Unbroken approach.

"The ponies have put up a shield around the castle, preventing our advance."

Ghaul laughed.

"Activate the draining device." he ordered. "And prepare my boarding craft. Let us test their resolve."

"At once, Dominus."

=======

Celestia and Luna watched in horror as the Cabal sealed the city's gates, cutting off any hope of escape. Twilight had been told to stay in Ponyville, and Cadance had escaped with Shining and Flurry early in the battle.

"How do we win against this...slaughter?" Luna asked her sister, who sighed in sorrow.

"You don't."

They watched as Dominus Ghaul, flanked by two companies of Blood Guard Centurions and Psions, descended on a pad-like ship. Celestia and Luna flared their horns to attack but Ghaul gestured to the sky, where his Flagship, carrying a massive ring-shaped object, came into view. Their horns dimmed, Celestia and Luna watched the Cabal Dominus walk forward.

"Welcome to a world...without magic." he laughed. The ring charged up a blast of orange energy, and fired. The pulse ripped through Canterlot, and every single pony fell to the ground, drained of their energy, and the Unicorns felt their connection to their magic be severed. Celestia and Luna fell to the ground, staggering to maintain themselves. The Blood Guard surrounded them, and they looked at Ghaul in despair.

"Do not look at me, filthy creatures!" he roared, slamming them across the room with a single swipe from his fist.

"You are weak! Cowardly! FILTHY ANIMALS!" he roared. "You are not powerful, you've forgotten the fear of pain and death!"

He approached them slowly, as Celestia and Luna groaned in pain and struggled to stand up.

"Allow me to reintroduce you." he said, as he stomped on each of them, one at a time, pressing them down into the floor.

"I came for the light." he said. "But this magic far exceeded my expectations. And you do not deserve it! This power is not meant for animals such as you!"

The two Princesses were bound by the Centurions, and Ghaul laughed.

"I...am...Ghaul. And your magic....is mine!"

The shield surrounding Canterlot broke, and the Red Legion advanced, massacring the helpless defenders. Celestia and Luna's last vision was the Blood Guard planting the Standard of the Red Legion before all of Canterlot, before they blacked out.

The Guardians froze in shock. Twilight sighed as she finished her tale.

"After that, the Crystal Empire fell, my sister-in-law was captured, and my brother is dead. Their daughter is the heir of the Empire, but it doesn't matter. The power source for the Empire shattered long ago. Celestia, Luna, and Cadance are being held aboard the Dominus's Flagship in orbit. There's no way we can get to them."

Rook, Leo, and Casiana nodded.

"We'll help as much as we can." Rook said. "What can we do?"

"Ask around. The world knows there's always something to do around here." Twilight said. "But before I forget...You cause any trouble here...I will treat you as our enemy. And I will fight you as I would my enemies."

Rook and the Guardians nodded and left.

=========

Ghaul returned to the Princess's chamber, and Luna was awake this time. But she was caught off-guard. Dominus Ghaul was laughing.

"You certainly have surprised me, Princess of the Night." he chortled. "I hear that the famous...Flash Sentry...has escaped for the seventh time."

Luna said nothing. Ghaul looked at her with a raised eyebrow.

"But that is not why I have come. Scout reports say three Guardians of the Traveler have arrived."

Luna gasped slightly.

"I merely came to tell you this and more. Once your pitiful Resistance is crushed, I shall claim the Traveler next. On the other hand... You, Luna, are different. We are alike."

"How so, monster?" she finally spat. Ghaul walked forward and gestured to the stars.

"We were both cast out, hated, despised." he rumbled. "As the custom among Cabal, I was left for dead, the runt of my litter. The Consul found me, and trained me into what I am now. You wanted revenge against your sister, I wanted revenge against the corrupt Empire that betrayed me. What was it...ah, yes. Nightmare Moon was what you were called, wasn't it?"

Luna froze.

"How do you…"

"Your old castle." he replied. "Even I have my pastimes. But you...with your magic and ambition, you were unstoppable. I have ambition, but not magic. Help me understand, Luna. What is magic? I will return at a later time, and I want to know the answer."

Ghaul departed, and Luna fell back into her restraints to sleep.

====

The Guardians walked out into the main area, going mostly unnoticed among the resistance fighters. Many of them eyed them suspiciously, to which the Guardians ignored. Fireteam Herald walked over to the mess hall and sat down, their Ghosts coming out. Ness was the first to speak.

"I've sent the data package regarding what Twilight told us to the Vanguard." the Ghost spoke. "Ikora told us to be careful, as we don't know what the Red Legion's packing."

"So, what now?' Leo asked.

"We see what needs done, and we do it." Rook said. "But for now, we rest."

The Fireteam nodded to each other. Soon after, an earth pony came to them.

"Commander Twilight requests you in the command center, Guardians." he spat before leaving. The Guardians followed him, though Casiana seemed a bit irked at the pony's hostility. They entered, and saw that several Resistance Squad Leaders were present, and they snorted at the presence of the Guardians.

"Well, Guardians, something came up." Flash said. "We've managed to locate a Red Legion prison camp, here in the Dragon Lands."

Flash moved a holographic map to show the location.

"Problem is, it's too heavily guarded for us alone." he sighed. "The Cabal have auto-turrets that shredded our aerial fleet, and their ground troops have a constant eye on everything. There's no way we can bust the door down."

"What about this?" Rook asked, pointing to a secondary facility on a mountainside, above the camp.

"That's their Mine." Flash replied. "Their prisoners are forced to mine ore for them."

"How do you get in?" Casiana asked.

"I haven't been there, so I can't say." Flash admitted. "But I do know from flyovers that the mine has support pillars that keep the mountain from collapsing, due to the Cabal machinery digging inside of it."

"That's the key" Leo said. "We cut those pillars, the whole mine will collapse, which'll cause a landslide that'll bury the defenders. Where are the prisoners kept?"

"Underground…" Flash said.

"Then we'll cut the support pillars, collapse the whole thing from under them." Rook said. "While they're distracted by the mess, your troops can storm the prison and free the prisoners."

"Makes sense." Twilight said, walking up. "One problem. There's only one entrance to the main cell area, and it's guarded by flak turrets that can carve through anything. What if you can't cut the pillars in time? Riddle me that."

"We'll cross that bridge when we come to it." Rook said. "Get your best fighters ready. We'll kick in the door and cut those pillars. Once you're inside, we'll support you as best we can."

"Fine." one Squad Leader said. "A suicide mission with untrustworthy aliens. What fun. I doubt they'll even stay and fight..."

Rook slammed his fist on the table, startling everyone present. He then turned on the Squad Leader at fault.

"You want to know something, Pony?" he said. "You can't win this war alone. We've lost far more than you can fathom back home. You've lost one world, we lost an entire star system. You don't know what "stay and fight" even means. We stood and we fought to save our system and repel the Darkness. You want to know if we'll stand and fight?"

Rook turned to leave with his Fireteam.

"You can bet on it." he said before they walked out.

Author's Note

Goshdarnit, that took a while. But I'm happy with it. Are you?