Once I reached the train again, I landed next to it, and walked up to the cab. I climbed inside, and I saw Alex and Todd keeping the engine in "Fireplace Mode."

"Hey guys."

"Oh, hey Captain. Well, you still look the same, so I take it that you were able to escape from Rarity?"

"Um, yeah. With a little help from Rainbow Dash, who not only showed me that I can walk on clouds, but I can also fly!"

They both stared at me in absolute shock.

"You cannot fly!"

"Yes, I can."

"No you can't!"

I took flight, and hovered a bit in the cab. "Can and did Alex!"

Alex could only stare at me in shock. "I could have figured as much." He muttered. "I can move stuff with my mind, Todd has increased strength and endurance, and I guess that you can fly. 3 types of people, and now all of us are one of those 3 types."

I nodded. "Yeah, I guess so. Say, I didn't see Rarity anywhere. What happened to her?"

Alex smirked. "Actually, after she couldn't capture you, she actually turned her attention back to the Big Boy, and tried to give her a makeover again."

"Uh oh. What happened?"

"Well, that's the funny part. You stopped Rarity the first time, but the second time, 4009 herself rebelled against having a makeover!"

"Huh? How so?"

"Well, Rarity was trying to paint the rear left cylinder, but she was standing too close to it. Just before she could start painting, the cylinder suddenly released a cloud of waste steam, which got her all wet and dirty! She ran off crying, and bitchin' about how her dress was ruined!"

I couldn't help but smirk a bit. "Heh. I guess that it kinda serves her right. She was messing with private property, and I guess that she reaped what she sowed. Waste steam though, I hope that she didn't get scalded or anything."

Todd shrugged. "I doubt it. The waste steam was already close to being fully cool. It was more water than steam."

I nodded. "Yeah, I guess." I turned to leave the cab again, but for some odd reason, I turned around again. "Hey guys?"

"Yeah?"

"Um, this is probably going to sound like a really weird question, but um......are there.....um......any mares that you guys find attractive?"

They both stared at me. "Why do you want to know?"

I shrugged. "I dunno. I guess because I keep hearing the back-and-forth debate about whether or not we could marry one of the Ponies if we so chose. I guess that I wanted to know you guys's take on it."

Alex nodded. "Yeah, I actually do like a mare. That one orange mare who always wears that cowboy hat, Applejack."

"As do I", Todd added. "Fluttershy and I sure seem to be making connections. We're both introverted, and we both like animals."

"And what about you Leopard? Do you like a mare?"

I didn't like where that conversation was going. "Um, I'd....really not talk about that right now......it's complicated."

"Got a case of the hots for Rainbow Dash?" Alex teased.

"Wh-what? N-no I don't. Idiot! She just likes me, I don't like her back!"

"You sure about that Leopard? Cuz I'm pretty sure that you're blushing behind that mask right now!"

(I of course was, but I was not about to show that!) "I'm not! We're not compatible! It'll never work!"

"Sure, sure, I totally believe you!"

"Hey, lay off of him Alex! This is a sensitive topic for him. Remember, his last love-interest, Lilly, died. Maybe he's not ready to fall back in love again."

"Thank God for Todd", I thought. Out loud, I said, "Yeah, what Todd said."

I then left the engine's cab again, heading towards the back of the train, with Alex still trying to convince me that I did indeed have a crush on Rainbow Dash, (which I did!) but I wasn't listening.

Once I reached the very back of the train, I climbed up onto the roof of the work caboose, and just sat there.

"Hey Stud, do ya want some company?"

I turned, startled a bit. When I saw that it was just Dash, I relaxed a bit. "Oh, hey Dash. And sure, I guess."

Dash nodded, and then sat down on the roof facing me.

"I don't get it Stud, if your post is always close to the engine, why are you way back here?"

I sighed. "I actually come back here a lot. I often climb up here to think, or when I want to be alone. It's my sort of 'quiet place', if you will."

"Yeah, I supposed that I could have guessed that. You seem like the kind of guy who likes to spend a lot of time alone."

"Well, you're right about that. One of my other human-wolf traits was being something of a 'lone wolf'."

"Yeah, I know what that feels like. I kinda like to spend time alone too. Not everypony understands me the best. Some just find it odd that I'm such a tomboy, even at my age."

I looked up at her. "How old are you actually, if you don't mind my asking?"

"I'm 23. How old are you?"

"I'm 24. 24 1/2 if you want to get technical."

"Huh, so that only puts us about a year apart."

I nodded. "Yeah, I guess that it does."

I then looked at my watch. "Oh, look at the time, it's almost 6:30! I'm due for a meeting with Don, Jim, the Princesses, General Armor, and a few other officers very soon!"

I began to get up to climb back down.

"Wait, another meeting? What about?"

"Tomorrow morning, I'm pretty sure that we're pulling out for Las Pegasus. Tonight's meeting is all about setting up our final plan for attack."

Dash's eyes got rather wide. "What? Already? And can I come to the meeting with you?"

I shrugged. "I don't know, as I don't know if you were invited to the meeting or not. Most likely you weren't, however, the plan will be revealed to everypony later on, but you're welcome to come along to the Tertiary Command Center where the meeting's being held if you want."

Dash nodded, and then we both left for the TCC, which was a few cars ahead of us.

When we arrived, I was ushered inside, and, to my surprise, Dash was allowed inside as well. In the center of the room, I saw Don and Jim, as well as Celestia and Luna, in addition to Shining, standing over a table, pouring over a series of maps. Don looked up when I walked in.

"Oh, hello Captain, you're just in time. We were just about to begin discussions."

I nodded. "So, what's the plan Don?"

"Well, according to our Intel from those stationed outside of the city, as well as Intel brought from a reconnaissance drone, the enemy is preparing for a massive assault on the city."

"Uh, oh, that's not good."

"It's worse than that. It's not just the Caribou and Zebras this time. According to what we found, there's also a Griffon camp, a Diamond Dog cave, and a Minotaur camp as well. All of them have sided with the Imperial Alliance."

I was shocked. "And how many enemy soldiers are we up against?"

Don shrugged. "That's the scary part Leopard, we don't know. However, from what we have been able to gather, we could be up against a force that exceeds two million."

"TWO MILLION?!?!?!" Dash cried.

Don nodded gravely. "Yes, Two million. Composed of Caribou, Zebras, Griffons, Diamond Dogs, and Minotaurs."

I had to take a few steps back. "Two million. Just like what we faced when we fought the Battle of Denver."

"Yes, just like that. However, we have another problem as well."

"Oh? And what would that be?"

Don turned to Celestia. "Can you explain it Princess?"

She nodded. "Certainly." She pointed to a section of the map. "This here is the Ghastly Gorge Bridge, and it spans the gorge for whence it was named. Unfortunately however, this bridge was recently destroyed by our forces in an attempt to keep the enemy at bay. This bridge is also the only way to Southern Equestria by rail."

"What? Are you serious?"

Celestia nodded sadly. "Yes, I'm afraid so. Work has begun on repairing the bridge, but that will take time."

"Yeah, time that Las Pegasus, Appaloosa, Dodge City, and Baltimare don't have!" Jim finished.

"Yes, I know! This was something of a severe short-sight on the part of the engineers of the Equestrian Railway, but in their defense, only one track was needed at the time, and one track was all we needed up until recently."

While Celestia was still giving her explanation, Don suddenly noticed something on the map. "Huh? Hey Princess, what's this? It sure looks like a railroad track to me." He pointed to it.

Celestia looked. "Yes, that is a rail line. The old Pegasus Mountains Branch. However, the line never opened."

"What? Why? Was it a cancelled project?"

"Surprisingly, no. All construction work was complete."

"Well, then what's wrong with the branch? Why can't we use it?"

Celestia pointed to a mountain. "It's all because of this! No-Name Grade! at 3%, it was far too steep for any of our trains to get up. In fact, the name 'No-Name Grade', is only a placeholder name. The first train over it would be able to name it. Sadly, no train has ever managed to reach even the halfway point without slipping back down. That's why the project was abandoned."

I looked at Celestia, then at Don, and then Jim. "Wait, how steep did you say that the grade was?"

"3%. One of the steepest grades in all of Equestria."

"3%, just like Sherman Hill back in Wyoming!"

Don looked at me. "Yes. You're right Leopard!" He then turned to Celestia. "Princess, we're going to take the Pegasus Mountains Branch to Las Pegasus!"

Celestia stared at him in shock. "Didn't you just hear what I said? The grade is too steep. I doubt even your locomotive, as powerful as it is, could make it over No-Name Grade."

Don smirked. "And that's where you'd be wrong Princess. The Big Boys spent all of their lives in the mountains of Wyoming and Utah back on Earth. The most famous section of their journeys was a place known as Sherman Hill, located between Laramie and Cheyenne, in Wyoming. Sherman Hill is a 3% grade, and the Big Boys made it up there with EASE! They were BUILT to do that, and pull a 3 mile-long train to boot!"

Everypony in the room gasped. A single locomotive, pulling a 3 mile-long train, up a 3% grade? It was unheard of!

"But are you sure that you can do it Major?"

"I'd be willing to bet money on it. Our war train is only 32 cars. With 4009 leading the way, 'No-Name Grade', will soon be renamed 'Sherman Hill'! Plus, what other choice do we have? We can't wait until the bridge has been repaired, as then it would be too late."

Celestia knew that he was right. "I know that you are right Major, but this is something that I would have to see to believe."

Don nodded. "I can see where you would be skeptical Princess Celestia, and I'm perfectly willing to put my money where my mouth is, and show you that I am telling the truth. In fact, I'd be willing to bet that all 216 of us would be willing to do that as well."

Celestia nodded slowly. "I want to believe you Major, but if you take that route, you're taking your train along one of the steepest rail routes in Equestria; a route that hasn't been used in almost 5 years. But yet, what other choices do we have? We need to get troops and supplies there now, as well as your train, and if we can't do that, then Las Pegasus, and the whole surrounding area falls to the Imperial Alliance. It's a big gamble, but it is one that I'm willing to let you take."

Don nodded. "Thank you, Princess. We won't let you down!"

The meeting continued for a little bit longer. We all agreed that we would be pulling out at 8am the following morning. The Battleship Express would be leading, with Iron Glory following along behind. In addition to Battalion 4009, another battalion of Royal Guards would also be traveling with us as well. General Shining would be leading the attack, with the Princesses leading everything from the rear. We all knew that we were in for a fight much bigger than Ponyville; indeed, a fight on par with a major city battle in WW6!

The next morning, we were all up with the sun. High above in her cloud house, Dash got up with the sun as well. After she got up, she got dressed, brushed her teeth, mane, and tail, ate some toast, and then began to pack her duffel bag. She packed some clothes, shoes, goggles, a few posters, as well as other vital supplies. Then, after leaving her tortoise, Tank, with Fluttershy, (who, along with Rarity, would be the only members of the Elements of Harmony remaining behind) she grabbed her bag, locked up her house, and took flight for Ponyville Station.

When she arrived there a few minutes later, she found everything abuzz with activity. Train crew were racing about, trying to get everything ready, Royal Guards and Battalion 4009 soldiers were loading up onto both Battleship Express, and Iron Glory, and a few officers, including Major Don, were busy overseeing everything. Dash also saw Twilight, Applejack, and Pinkie Pie standing close to them, each with their own bags as well.

"Hey guys."

"Oh, good morning Rainbow Dash."

"Hello Sugarcube."

"Hi Dashie!"

"Hey Rainbow Dash."

Dash looked over at the train. "So, how close are we to being ready to leave?"

Don looked at his clipboard. "Well, we're now less than 30 minutes from departure time. So far, all systems are go, and we're on target for our trip to Las Pegasus."

Twilight turned to Don. "Hey Don, where will we be on this train?"

Don looked at his clipboard again. "Well, that's the thing. You and Applejack are slated to be in the bunk car close to the Primary Command Center, while Pinkie and Rainbow Dash are slated to be in the bunk car that contains the Secondary Command Center."

"Oh. The SCC? That's where Captain Leopard's quarters are!"

Don nodded. "Quite correct Rainbow Dash. And I think that you know the reason that I put you in there. Anyway, You all should go and get yourselves settled into your rooms, as we'll be on the move before long!"

Twilight nodded. "Right away Major!"

She and Applejack went to their room, while Dash and Pinkie went to theirs.

"Wowee! This train is like, super huge! Look at all of these rooms! 'Fred Wilkins', 'Andy Shepherd', 'Alex Barkley', 'Todd Davis', 'Secondary Command Center', 'Crew Common Room', 'Bathroom', and 'Captain Leopard!' Ooh, ooh, ooh! And our room is right over here!"

Dash turned to look. Sure enough, there it was, my room. Dash knocked on the door. "Hey Stud, are you in there?"

There was no answer. Dash then noticed a note on the door. "Dash, I'm up at the engine. Alex, Todd, Fred, and Andy and I are driving today."

Dash first got settled into her room, and then, made her way up to the engine. Sure enough, I was up there, helping Alex stoke up the fire.

"Hey Stud."

I looked down. "Oh, hey Dash, glad that you could make it."

"Yeah, me too. And is there any more room up there in the cab? I want to see how everything works."

"Well, normally, there wouldn't be, however, because Fred and Andy will have to man the guns on the roof, yes, there is an empty seat behind mine. Climb on up."

Dash nodded, and after grabbing the ladder, she climbed up into the cab. "Wow, I forgot how big this cab is! So many controls, how do you know how to work all of them?!"

I smiled. "Well, that would all be thanks to Jim. He trained every single member of the train's crew, so we owe it all to him."

Dash took her seat behind me, and we all kept waiting for further orders.

Sure enough, at exactly 8am, we were ready to go. Iron Glory was hooked up behind our train, all weapons were operational, everybody and everypony were all loaded up, and Don and Jim were in the PCC.

"Ok, this is the PCC. Final systems check. Everybody sound off."

One by one, each and every station sounded off.

"Ok, that's everyone. Big Boy?"

"Yes Major?"

"Cue the music!"

"Sure thing, but which tape?"

"The same track that we played the night we left Grand Central Station all of those years ago."

I nodded. "Coming right up!"

"Ok, great. Now then, let's move it out!"

"Yes Sir! Las Pegasus, or bust!"

I then pulled the whistle cord. Instead of its one-familiar baritone chime, it sounded with an eerie, Banshee-like scream.

"Sweet Celestia! Why does the whistle sound like that?!"

I got the train moving forwards before I answered that. "The whistle's sounded like that ever since it got hit a stray bullet during a training mission in November of 2026, and we've just never got around to repairing it. We thought, 'Hey, if this whistle sounds terrifying now, let's see what the enemy thinks of it!' Sure enough, the Futas found it positively terrifying. Now let's see what the Imperial Alliance thinks of it!"

Dash smirked. "Heh. I like the way that you think Stud!"

"Hmm, thanks Dash. I'll take that as a compliment."

"Leopard and Rainbow Dash, sitting in a cab, K-I-S-S......"

I then promptly smacked Alex. "S-H-U-T U-P!!!!!!" I finished for him.

Alex then went silent for the rest of the trip!

Sure enough, once we were outside of Ponyville, it was about a 3 hour trip to where the tracks split off to the Pegasus Mountain Branch. Once we reached it, I stopped the train, while Todd ran out to throw the switch for the new track. Once he did, I drove the train onto the PMB, and then he reset the switch, and climbed back onto the train.

Beyond that point, it was about another hour until we reached No-Name Grade.

"I still say that we won't make it to the top." Shining muttered. "They even tried 3 trains at once, with extra sand, and they STILL couldn't make it to the top!"

Don turned to him. "General, I wouldn't have said what I did if I wasn't absolutely sure that Big Boy could make it. I have faith in not only 4009, but also of the crew driving her. Big Boys spent their entire lives in the mountains hauling freight. They were over-designed on purpose, so as to be better able to do what they were built to do."

Shining shook his head. "I'll still believe it when I see it. However, if we do make it to the top, then you do have the honors of renaming the grade. Any ideas for that?"

"Well, like we said before, it'll be called 'Sherman Hill', as your descriptions of it sound exactly like the Sherman Hill in Wyoming."

Shining nodded. "Yeah, I guess that that makes sense."

About an hour later, we saw it up ahead.

I radioed back to the PCC. "Hey Don, I think that we're coming up on No-Name Grade. Advise on how to proceed, over."

"Well, treat it just like Sherman Hill. Give her all of the power that she needs, but not too much! General Armor has told me that the backside of this grade is almost as steep as the front. You'll need to use the multiple brake systems."

"Roger that Don. Just sit back, relax, and enjoy your ride on the Big Boy!"

Sure enough, we reached the base of the grade. Alex built up the fires a little bit more, so as to provide more steam. I opened the throttle a bit more, and sure enough, Big Boy began to make her signature noises.

"Chug, chug-chug-chug, chug, chug-chug-chug."

Slowly, bit by bit, just like back in Wyoming and Utah, our Big Boy challenged the might of No-name Grade.

"There's no way that we can make it up this grade."

"We'll make it Dash."

"No, we won't Stud!"

"Dash, we're already halfway there!"

I pointed out the window, and sure enough, we really were almost halfway to the top!

"WHAT?!?! HOW IS THIS EVEN POSSIBLE?!?!?! She's climbing this grade with EASE!!!!"

I smiled. "Well Dash, the reason is quite simple really." I then began to sing, "Up and over Sherman Pass, and the mountains of Utah, this giant locomotive, can easily climb em’ all. Over land, though green rivers, Cheyenne to Laramie, Big Boy goin’ down the tracks, is a real sight to see!"

(0:30-1:17)

"Don't you mean, 'From Ponyville to Las Pegasus'?" Todd asked.

I shrugged. "I suppose so. Oh look, here comes the top!"

Sure enough, there it was, the top of No-Name Grade. 4009 had climbed the entire 3% grade without stopping, while pulling 32 fully-loaded cars, and the fully loaded 12 car Iron Glory!

When we reached the top, Shining and the others were beside themselves.

"HOW?!?!?! How did this engine do it?!"

"Just as I said General, she's just 4009 doing what a Big Boy was meant to do."

Shining just shook his head. "Well, like you said, no more No-Name Grade; it'll now be called Sherman Hill!"

Up in the cab, when I heard Don say over the intercom that we had just passed over 'Sherman Hill', I reached up to blow the whistle. Dash, being her usual tomboyish self, also asked to blow the whistle. I let her.

"Leopard, you know that you're gonna marry Dash one day, right?"

I turned to Alex, annoyed. "Alex, I'm going to say this now, and here, since there are witnesses, but if I EVER married Dash, I think I'd have a heart attack!"

Dash turned to me. "What?! A HEART ATTACK?! For real?! Come on Stud, life with me wouldn't be that bad! It would be amazing!"

"I still call heart attack", I muttered.

"And I still call you marrying Dash!"

"Shut up Alex, nobody was talking to you!"

"I call it too Stud!"

"Didn't ask for your input Dash!"

"I'm calling it too Master!"

"Wasn't talking to you either DELCI!"

We continued arguing about this all of the way down Sherman Hill.

Once we were on the other side, our train was switched back onto the main line, and when we rounded a bend, all of us could only gasp in shock. Let's just say, that for those of us who had seen it, it was almost impossible to tell the difference between the battleground outside of Las Pegasus, and the battlegrounds in Nevada.

"Oh gosh! This is bad. This is really, really bad!" I thought.

Off to our right, was the city of Las Pegasus. To our left, was seemingly endless miles of crisscrossed trenches. The surrounding desert landscape was torn full of holes, craters, smashed vehicles, burning puddles of something (most likely oil), and even a few traces of bodies here and there. The sky was also filled with dark smoke.

"Gosh", I knew that it was bad, but never did I think that it was 'on-par with Nevada' bad!"

All of us just stared out into the broken landscape of the edges of the Palomino Desert. Once it had most likely been at least somewhat beautiful, but now it was just scarred by battle.

When we arrived in Las Pegasus, we pulled into the railway station there, before being directed into a siding that had been specially modified to hold the train. We disembarked, and quickly began to make our preparations for the battle ahead. According to Shining, the attack on the enemy trenches was scheduled for 2pm that same day. (The time was close to 11am.) We had less than 3 hours until Armageddon.

While we were busy getting ready, our enemies were doing the same. Off somewhere in the distance, Caribou General Rodin, and Zebra Commander Tarrath were busy fortifying their positions. Their plan was to attack at 3pm, and try and storm the city.

"Our total numbers are over 3 million, My King." Rodin was telling Danin. "There's no way that we can fail now!"

"Yes, but have there been any sightings of that war train?"

"Negative Sir. According to our scouts, the main bridge to get here, Ghastly Gorge Bridge, was destroyed by the Equestrians, and has since never been rebuilt. Reports possibly indicated another railroad line, however, our research indicates that that line never opened, as the grade for it was too steep. It was abandoned 5 years ago."

"Are you certain that the train is not present?"

"As certain as I can be, My King. If they wanted the train here, then they would have had to have flown it in, which would have been impossible without us spotting it."

Danin still wasn't fully convinced, and Zakia was "too busy" with his harem to be of any help. Although there were Zebras in the battle, they were under Rodin's command, as were the Griffons, Diamond Dogs, and Minotaurs.

"Something just doesn't feel right about this General. I feel like you're walking into a trap."

Rodin shrugged. "I don't know My King. It feels ok to me. After today, Las Pegasus falls, and not long after, Appaloosa, and Dodge City."

"Yes. Next, we then focus our attention on both Baltimare, and moving our forces north again."

"As you wish, My King. I will be giving you constant updates as the battle goes along. Hopefully it should go off without a hitch."

"I would certainly hope so General, both for your sake, as well as the sake of your men."

Back in Las Pegasus, the officers were working out the plan of attack. It was decided that the Battleship Express would be placed on a track outside of the city, where she would be able to provide heavy fire power with ALL of her weapons. Battalion 4009 would serve both to defend the city, and work in the trenches with the Equestrian Army. We would also be deploying a number of our bulldozers, tractors, and loaders, which were armed with machine guns and artillery guns, and acted as sort of tanks. We'd also identified most, if not all of the enemy's positions.

Don looked over the maps. "First, we'll need to send a bunker-buster missile down into the Diamond Dogs's cave, so as to keep them down, if not outright kill them. Next, we'll need eyes on the sky. Those Griffons will be trying to attack from the air, so we'll need our radar, AA weapons, drones, as well as our gunship. We'll also have those Minotaurs to worry about. Those brutes really know how to make armor, so we'll need some missiles and artillery on their positions. For the rest of it, it's the Imperial Alliance."

We all knew how bad this was. According to the latest numbers, we could easily be up against 3 million enemy troops; our forces barely accounted for 1 million. It was 3-to-1 odds, but the good guys had the vastly superior weapons and technology. We Human-wolves were also the more experienced fighters, with a political war, 4 world wars, a Cold War, and multiple skirmishes under our belts. Plus, we had only been seen from a distance. Our melee tactics turned each of us into brutal killing machines in close-quarters combat.

Once we were all set up, we continued to wait for the word to attack. I was assigned to the armored turret on top of the SCC, as I was still banned from it directly after the battle for Vegas. Twilight, AJ, and Pinkie were in the PCC with Don and Jim, and Dash? She decided to stay with me in my turret.

No amount of convincing could get her to leave, and before anyone or anypony could get up there and drag her out, the clock struck 2pm, and the flares went up from General Shining, indicating that the battle had just begun.

Author's Note

Well, here it comes, the battle for Las Pegasus! The Equestrian Army and Battalion 4009, vs the Imperial Alliance, and their mercenaries. Who will win this fight? Will the defenders be able to protect the city, or will the Imperial Alliance carry the day? Find out in Part 2, coming later on tonight!

(Also, I appologize for this chapter, as well as the two that follow, being late. Let's just say that the days leading up to, as well as Christmas itself, were far more exhausting than I originally believed that they were going to be! At any rate though, I'm back, and ready to go!)

ALL ABOARD!!!!!