After running for what felt like an eternity, Dyl and Corlia finally made it back to the scouting force. They arrived, and dove headfirst into the ditch. They were exhausted, and completely out of breath.

Dothan turned to them. "Well, how did it go? We heard a lot of shouting and chaos, but no shots were fired. What happened?"

For a few more minutes, both of them were still trying to catch their breath. Finally, Dyl spoke up. "Well, at first, everything seemed to be going ok. We reached the war train undetected, close to the 4th car from the caboose. We then stepped up to the train, but were spotted by one of the creatures who guarded the train, which we learned is called a 'Human'. We still tried to board the train, but were stopped, grabbed, and hustled away by the Human, several more Humans, and some Royal Guards as well. It was then that we met the train's commanding officer. From the insignia on his uniform, I'm pretty sure that he was a major."

"Oh? And how did that go?"

"Gods-awful! That 'major' was only a young kid! He also had a scary old-guy who acted like an enforcer, as well as some other officer who wore a white fox mask over his face. We tried to negotiate, but they didn't want to listen. They then turned the crowd surrounding the train loose on us, and we had to throw up a smoke screen to escape. We did fail, but yet at the same time, I think that we only failed because the Ponies got to them first."

Dothan put a hand over his face. "Well, I was certainly expecting a different report than this! Ok, plan B! We use our Magic on them. Then they'll be either completely under our influence, or they'll turn on the mares, and rape them into submission! Or even both!"

They all laughed about this as they got ready to work their magic.

"WHAT?!?! These Humans were able to RESIST your Magic?!"

Dothan could see that his report to General Stuggs was not going very well. "Unfortunately, yes General. They resisted our Magic, as well as that of the Zebras. HOWEVER! I have never seen ANYTHING like their minds before!"

"What do you mean Sergeant?"

"I mean that they were like steel traps! Just labyrinth traps filled with darkness, pain, and suffering! They are incorruptible!"

General Stuggs was really taken aback by this. "I'm going to have to report this to King Danin, and Overlord Zakia. Hold on."

The general then terminated the call for the time being, and raced from his command HQ, to the Imperial Palace in the Caribou's capital city of Donneth. Upon being allowed an audience with Danin, Stuggs was ushered inside, where he saw his king standing in front of a series of maps, planning out new strategies.

"Ah, General! I expect that you have a report for me?"

"Yes, My King, I do, and this war just took a very interesting turn...." Stuggs then explained everything, from the first reports from the scouting force that were dismissed, to the actual train, Dyl and Corlia, as well as the Humans, and their abilities to resist mind control. When he finished, both King Danin, as well as Overlord Zakia, who was also present via hologram, were literally astounded by what they had just heard.

"What?! A foreign race, the Humans, have arrived with a massive war-train, and they were able to resist mind control?! This is OUTRAGEOUS!!!"

"I agree, King Danin, these Humans must be destroyed!"

"And they will be, my King, and Overlord Zakia. We're preparing for a strike on Ponyville now. We will destroy the Humans, their train, and Ponyville, in one swift stroke!"

Danin shook his head. "No General, you are getting a little bit hasty. Take Ponyville, and you may kill the Human officers, but by all means, capture the train as intact as possible! It must be studied, and it's technology replicated! With its techs to teach us how everything works, we will rule supreme!"

"Hey, what about me? Why do YOU get all of the technology from that train?!"

Danin turned to Zakia. "I only meant that we took it, studied it, got what we needed from it, and then handed it over to you."

Zakia nodded slowly. "Yes, but remember Danin, slip-ups like that will not be tolerated! We are in this war together!"

Dainin agreed, and then turned back to Stuggs. "General, you now have your orders. Take Ponyville, and do everything in your power to capture that train intact!"

Stuggs saluted. "I hear you, My King, and I obey!"

Stuggs then left to return his call to Dothan, while Danin and his advisers, continued to plan with Zakia and his advisers, although now neither side really trusted the other anymore.

"Ok, so here's the deal Dothan; King Danin wants Ponyville to be taken."

"And let me guess, he wants the train blown to Tartarus, and its crew all dead?"

"Eh, not quite. In reality, he wants the train captured as intact as possible, in addition to some of the crew being captured for interrogation. However, the rest of the crew, and especially the officers, need to simply be eradicated."

Dothan saluted. "It shall be done General. However, how do you want me to go about it?"

"I want you and your men to attack now, but only enough to test their strength. The REAL attack will come later on tonight. I'll be arriving this evening with Zebra Commander Freda, and all of our forces, and then Ponyville will fall. I will leave it up to you on how you want the first wave attack to go, but get the job done!"

Dothan nodded. "It shall be done, General Stuggs." Dothan then ended the call, and turned to his troops. They were a scouting force of about 36 in total, 18 Caribou, and 18 Zebras.

"What did the General say?" Someone asked.

"He said that later on tonight, he'd be arriving with more Caribou and Zebra reinforcements for the assault that will bring Ponyville under our control. However, for now, he told us to lead a small attack; to test the waters if you will."

"And what about the train? Do we try to destroy it now, or do we wait until later?"

"Actually, the General told us to leave it be for now, and that during the final assault we would try to capture it intact for study, and for its technology to serve the Imperial Alliance. However, Its crew and its weapons will be a severe danger to us. I see now that we will not be able to launch an attack with that fortress on rails still operational."

"Not to mention The Kid, Creepy Old Guy, and Fox-Mask." Dyl added. "They all could prove to be a problem as well."

Dothan took this into consideration. "Yes, you're right Dyl. We need a plan of attack here. Does anyone have any bright ideas?"

"Um, how about if we tunnel underneath the tracks, and plant explosives under the train? That would cripple it for sure!"

"Cripple it yes, HOWEVER, that would still leave us to face its vast arsenal of weapons, and we STILL don't know what kind of heat that beast is packing! That thing could be enough to take on an entire army by itself and win for all we know!"

Dothan and his men continued to think of a plan of attack, completely unaware of two things. First of all, yes, the train could, and actually DID take on an army by itself and win at several different stages during WW6. The second thing that they were unaware of was the fact that they themselves were actually being watched.

Meanwhile, back on board the train, all of us were manning our stations, getting the train ready to fight should that be deemed necessary. On an unused flagpole next to the train station, we raised 3 flags. On the bottom was our train's flag, which was our Big Boy locomotive against a white background, then above that came the flag of the RWD, which was a steam engine with guns on it, and the words, "Hell on Rails". Finally, at the top of the pole was the good old Stars and Stripes. It was a bit worn from the war, but with a little help from Rarity, it became a proud US Flag once again.

However, while we were preparing for an attack that we weren't sure was coming, one of us thought differently about it. Aurora kept looking out into the woods that were about 30 yards away from the train's 9 o'clock.

"DELCI?"

"Yes Aurora?"

"I know that the enemy is out there. I can smell them. Why don't you believe me?"

"Because Aurora, my scanners are coming back negative. There's nothing out there except for your active imagination."

Aurora armed her battle suit's weapons anyway. DELCI quickly deactivated them. "Why'd you do that DELCI?"

"Because Aurora, one of those weapons is a small missile carrying a 1 kiloton nuclear warhead! I don't need you shooting that at a shadow!"

Now Aurora was getting upset. "I'm telling you DELCI, there's something out there. I can sense it. You can't because you're an AI; you're just a machine! You can't smell, or sense things like I can!"

Now it was DELCI's turn to be somewhat upset. However, before she could give Aurora a snarky rebuttal, Aurora suddenly stopped her.

"DELCI!"

"No, I'm sick of this Aurora, I'm not turning your weapons back on!"

"Check my scanners at my 12 o'clock, which would be the train's 9 o'clock, at about 30 yards out! I have multiple contacts, as well as movement!"

DELCI grumbled, but just so she could humiliate Aurora further, she complied.

"Oh wow, you're a pretty dog, wearing armor!"

Aurora turned, and to her surprise, there stood a Pegasus mare with yellow fur, a long pink mane and tail, and a green dress with a white shirt.

"Miss! You need to get out of here! This is a dangerous place!"

The mare seemed shocked. "W-wh-what?! You can talk too?"

"Yes. My name is Aurora. I'm a wolf belonging to Captain Leopard. He's my master, and the one who had this battle armor built specially for me. Now with a mini-gun, a precision sniper-rifle, a grenade launcher, rocket launchers, and even a tiny nuclear warhead, I can help fight too! Oh, and I don't believe that I caught your name."

The mare looked shocked. "U-um, m-my name is F-Fluttershy."

"Oh. Well then Miss Fluttershy, it's nice to meet you. However, you really need to leave here. It's not....."

"AURORA!!!!!"

"Ugh, what is it DELCI? Can't you see that I'm trying to have a conversation here?"

"I've checked, double-checked, and even triple-checked. You were right! I have multiple contacts at the train's 7-10 o'clocks! I'm rearming your weapons now!"

"See, I TOLD you DELCI! But you didn't want to believe me, did you?"

"Yeah, and I'm sorry for doubting you! Anyway, we need to alert the Master and the Boss Immediately!"

"Yes! You do that DELCI, I'll see about drawing their fire!"

DELCI then tried to contact both me, and Major Don.

"Um, what's going on Aurora?" Fluttershy walked up to her.

Aurora turned to her. "You see those woods up ahead of us, maybe 30 yards away?"

"Yes, why?"

"Those woods contain enemy troops!"

Fluttershy looked worried. "How do you know this?"

"Because I checked them with my thermal scanners, and DELCI double and triple-checked for me. We both found multiple contacts, and now she's gone to alert both the Major, and our master, Captain Leopard."

"And what are you going to do?"

Aurora smirked a bit. "Well, do you like to see blood Miss Fluttershy?"

"No! No, I don't."

"Hmm, fair enough. Luckily, at this distance, you won't have to!" Aurora activated her precision sniper-rifle. "Now then, let's see if you sickos are fast enough to outsmart a bullet!" She muttered with a smirk.

"Um Sergeant?"

"Yes Private?"

"I think that we may have been spotted!"

Dothan was worried. "What makes you say that Private?"

"Um, well, there's this dog-creature wearing some kind of armor that just keeps staring at us. There's also a Pegasus mare standing next to her."

"Sounds like just a mare and her dog to me. How do you know that we've been spotted? We're 30 yards out at least, in a ditch/trench in the woods."

"Well, maybe not spotted per-say, but I'm starting to get the feeling that they know that we're here."

Dothan groaned. "You're just paranoid Private. There's nothing to be worried about."

The private agreed, but then he spotted something. "Hey Coal?" He asked the guy next to him.

"Yeah?"

"Um, what's that red dot on your neck?"

"Huh? What red dot on my....." He never got a chance to finish that thought. Before he could, a distant "POP!" was heard, just before Coal's throat exploded into a geyser of blood.

"GAAAAAHHH!!!!! OH GODS!!!!!" The Private screamed, before he saw the red dot on his chest. "GET IT OFF OF ME!!!!" Then a geyser of blood came spurting from his chest as well. That was all it took; now the trench was in pandemonium.

"Heh. Too easy." Aurora thought to herself. "Bet they never even knew what hit them!"

"Um, what did you do?" Fluttershy asked.

"I just took out two of them from a distance." Another shot was fired. "And another one down", more shots. "Another one down, and another one down, and another one just bit the dust! I'm on a roll with a 6 for 6 kill streak!"

Fluttershy was appalled, but she was too stunned about Aurora actually being able to hit a target at 30 yards in the woods to say anything.

"Master! Major Don!"

"Hmm? What is it DELCI?" I asked through my com.

"We've got trouble Sir! Aurora's scanners just detected enemy activity form the woods off of our 9 o'clock, but would be 12 o'clock for her!"

"What?! Are you sure about that DELCI?!"

"I'm positive Sir. Aurora tried to warn me about it, but I didn't listen until I checked for myself!"

"And where's Aurora now?"

"She's drawing their fire!"

"SHE'S WHAT?!?!?!"

I swung into action.

Don, who had also heard about the danger, did likewise. He sounded General Quarters. "All hands, Battle-stations now! We have enemy activity in the woods off of our 9 o'clock! All hands, battle-stations now! This is not a drill, I repeat, this is not a drill!"

That was all it took. Air-raid sirens wailed, Ponies ran away from the station as fast as they could for safety, while the Princesses, as well as the rest of the Elements of Harmony, were evacuated to a command center for their own protection. The Wonderbolts also fell back for the time being, but General Shining, the Royal Guards, and of course the men (and a few women) of Battalion 4009 armed themselves, and made ready to do battle with the enemy.

I grabbed my ChesterTon rifle, Glock 9mm, and Remington 12 gauge with both regular shells, and deer slugs. I then raced to Aurora's side, completely unaware that I was being followed by Rainbow Dash, as well as a few other Royal Guards and Battalion 4009 soldiers, who were both racing to the danger, and trying to get Dash away from it! When I arrived at the left side of the train where Aurora was, I also saw Fluttershy there as well. Fluttershy was crouching behind a rock, but Aurora was standing next to the rock, still firing periodically.

"Aurora!"

"Oh, Master! You've come to help me! And you brought backup!"

"Wait, what backup?" I then glanced over my shoulder, where I saw Dash, 4 Royal Guards, and 5 soldiers from Battalion 4009. "Oh, that backup."

Our soldiers were also carrying portable barricades for us to take cover behind, and they set them up on both sides of the rock.

"Miss Fluttershy!" One of the guards shouted. "You need to take cover now! Get behind the barricade! You too Rainbow Dash!"

Fluttershy complied, but Dash had to be "persuaded", (i.e. physically dragged!) to take cover.

"Dash! Get your ass down behind the barricades! A soon-to-be battlefield is no place for an unarmed female!"

Dash grumbled, and said that she would get me back for having her removed from battle, but I was too busy setting up a perimeter to hear what she said though. From our barricades, it was maybe 25 yards to the woods, and 5 yards away from the train. We were the first line of defense.

"What's going on out there Leopard?"

"We've set up a defensive perimeter Major. There's 13 of us in total; myself, 5 of our soldiers, 4 Royal Guards, Aurora, and Rainbow Dash and Fluttershy, who were caught in the crossfire. They've both taken shelter behind the barricades, and we're preparing to do battle. We'll hold the enemy here, and if they get past us, turn them into hamburger!"

"Roger that Captain."

We all silently waited; waited for the inevitable counter-attack.

"General, General!"

"What is it Sergeant?"

"We're being attacked! We've already taken heavy losses!"

"WHAT?! What happened?! And how many are you facing?"

"At first, everything seemed fine. Then a private saw a dog that must have belonged to one of the Humans, dressed in battle armor. The dog was also accompanied by a female Pegasus. However, before we could act, first Private Coal got killed, then the private who first spotted them, and then 4 others. We're all ducked down here now. We've really stirred up a hornet's nest Sir! They've armed all of their weapons, and sirens are wailing. What do we do?!"

"How many enemy soldiers can you see?"

"Well, I can see 5 Humans, 4 Royal Guards, that dog, and Fox-Mask! They're all hiding behind some kind of barricade."

"Well, what are you waiting for?! Charge! Charge, and get as far as you can, as fast as you can, and then get out of there before you get killed! We'll rendezvous with you in the Everfree at dusk!" The general then terminated the call.

Dothan sighed. Then he turned to the others. "You heard the General! Charge! We get up there, get as close to the train as we can, as fast as we can, and then get out before we all get killed!"

"CHARGE!!!!!" They all screamed, before hurtling themselves in our direction.

"Captain, here they come!"

I turned, and sure enough, from the edge of the woods, there came a small flow of both Zebras and Caribou. They came charging at us with guns and other weapons in hand.

"Here they come Don! Permission to fire?"

"Granted Captain, fire at will!"

With that, we all targeted somebody, and brought the hurt to them. Our weapons were much more accurate than theirs, could fire at MUCH longer distances, and could fire multiple shots before having to reload. It was over less than 2 minutes after it started. They never even made it to within 10 yards of our barricade, never mind getting to the train. The few survivors fell back into the woods, and I reported to Don about the incident.

"It's all over Don, we won. Enemy strength was only at about 40 individuals, both Zebra and Caribou. We bagged at least 28 of them, if not more. Also, no casualties, and no injuries."

"Excellent work Captain!"

"Yeah, but I'm worried Don. That group was most likely only a scouting party. Who knows where the main enemy force is."

"Or how much they told their superiors about us. You need to get back here Leopard. This was only first blood. They'll be back, and they'll be many more of them when they do!"

"Roger that Don."

We all then picked up the barricades, and quickly made our way back to the train. Once both Fluttershy and Dash were safe, we then went out to collect the bodies. We found 28 in total, 16 Caribous, and 12 Zebras. Several were selected for medical testing, while the rest were chopped up, and thrown into the Big Boy's firebox. Once they were ash, we opened the valves, dumped the ash-pans, and then after shoveling the ash into wheelbarrows, we dumped it into the mixture of cement being used to create fortifications for Ponyville.

"Well", Don muttered, "At least they're finally doing something useful!"

We all then got to work on preparing for the battle that we were certain was going to come.

After the retreat, Dothan knew that his report to General Stuggs was going to be absolutely horrible. He was one of only 8 survivors, including Dyl and Corlia.

For what felt like literal hours, (and maybe it was) they all hid in the Everfree Forrest. They managed to stay hidden by covering themselves with leaves, rocks, sticks, and branches, as well as using their magic to hide from patrols sent out to find them.

Finally, at dusk, they heard a welcoming sound. It was the hooting of an owl.

"Whoo, whoo, whoo!" Dothan hooted back.

Then, from out of the shadows stepped General Stuggs, and Commander Freda.

"Where are you Sergeant?"

"Right here Sir!" Dothan got up from his hiding place, as did the 7 others.

"Wait, this ain't everyone who went out with y'all! Where's everyone else?!"

"They're all dead Commander Freda. The 8 of us are the only ones left."

General Stuggs put his hands over his face. "I told you Sergeant, get in, get out, and DON'T GET KILLED!!!! Now you've lost almost your entire scouting force!"

Dothan looked down at the ground. "The Humans had better weapons than we originally realized. They all had some kind of repeating rifles, and were able to take us out just as we left the woods. I ordered a retreat, but by then there were only a handful of us left."

"So, I take it that these 'Humans' have better tech than we do?"

"Yeah, no shit Freda!" Stuggs groaned.

"So, what do we do now?" (Dothan knew that the punishment for repeated failure was death, so he was preparing for the end).

Stuggs rolled his eyes a bit. "We wait until dark, which is in about another hour. In that timeframe, we draw up a plan of attack. Then, once it’s dark, we execute said plan. Our primary target of course will be neutralizing the train, as well as it's occupants. Then we sweep the town, killing all who dare to resist us. Next, we take the prisoners, and if they're female, f@#k them, if they're male enslave them, and if their train crew, take them in for interrogation. Lastly, we burn Ponyville to the ground, declare victory, and then get to work on preparing for our attacks on Las Pegasus and Baltimare, while at the same time putting more pressure on Canterlot."

Everyone looked at Stuggs in shock. They all knew that he was a great officer, but his skills as a strategist were previously unknown to them. They also had no idea that he was being somewhat sarcastic with his plan.

"Wow General Stuggs, you really are just as good of a strategist as you are a commanding officer."

Stuggs nodded. "Yes, thank you Freda. I was trained at the Caribou Military Academy, back in the days of us building our great empire before the expansion began. Now then, let's get to work on planning out a REAL battle strategy, shall we?"

They all then realized that Stuggs had just been screwing with them, but nevertheless, they all then began to come up with a real plan of attack.

By the time that the moon was up in the sky, the enemy was ready to attack. The final plan was to be an assault on 3 fronts in 3 waves. The first wave would take the route taken by Dothan's scout force, and attack from the woods to the train station. The primary objective was to capture the train, or to at least provide a diversion. The second wave would come from the South. Using the main roads, this force would head into Ponyville itself, and aim for the center of town. Their primary objective was to hold ground, and cause as much mayhem as possible. The final wave would attack Ponyville from the East. After swimming the river that surrounded Ponyville on that side, this force would follow the second one, mopping up resistance from that side, before linking up with wave two, and pushing out from there.

Stuggs had a force of 1,200 under his command. They were all that were able to break through the lines in the South. If they failed, reinforcements would not be soon in coming. King Danin knew this, as did Overlord Zakia, hence the reason that they threatened Stuggs with a fate worse than death if he failed.

"May the gods protect us tonight." Stuggs muttered as he watched his forces move into place. "My greatest fear is still that god-awful war train! Why did the Humans have to show up now?! Why?!" Stuggs ultimately had no answer to this. "We must not fail tonight. If we do, not only will we not be forgiven, but Equestria will know that we are not invincible!"

After the attack made by the scouting force, the Princesses ordered Ponyville evacuated. All females, children under the age of 18, the elderly, and the unwell were evacuated North to Canterlot. Princesses Celestia and Cadence also returned to Canterlot, leaving Luna, as well as General Shining Armor to oversee the defense of Ponyville.

In addition to 1,000 soldiers, the Equestrians also had us. Not only the Battleship Express and Battalion 4009, but Iron Glory as well! Earlier that day, just after the attack was repulsed, from somewhere outside of town, a green, 4-4-0 Wild-West style locomotive pulling 25 cars was spotted heading towards Ponyville. It came to a screeching halt outside of town, and just remained in place. We went to investigate, and to our shock, we found Lt. Daryl Meers, the man in charge of Iron Glory, as well as his crew, and a fully-loaded Iron Glory. After giving us the supplies that we needed, they retreated North to the Rear Command Center outside of town, and awaited further orders.

All throughout that afternoon, all of us were on high-alert. We knew that another attack was coming, but unfortunately, we didn't know where, or when. We all stayed at, or near our battle stations. I stayed close to the engine, since I had been banned from the SCC after the "Luxor Nuclear Incident", pending my military trial. I knew that I was guilty, as did Don, however, my attack may have eliminated most, if not all of the Futa leadership in Vegas, so maybe I would be let off with only a mild sentence.

My only real concern was Rainbow Dash. Although she did keep her distance, she still continued to be a bother. She stayed close to the train, as did the other members of the Elements of Harmony, however, while her friends stayed close to the center and rear of the train, close to the now heavily armored PCC, Dash stayed between the Secondary Crew's bunk car, the two coal cars, the water tank-car, and of course, the engine. Mostly the engine though!

"Dash, will you please leave?"

"Why Stud? I'm not doing anything wrong. And I'm not in a restricted area, so why do I have to leave?"

"Because, you're being an annoying, immature little shit who's just trying to catch me with my guard down!" I thought to myself. Out loud, I said, "Because the enemy attack could come at any time. You need to take cover."

Dash merely yawned a bit. "Yeah, I'll go take cover. That crew car behind the second coal car sure seems like a nice place to do that!"

Dash then raced to the bunk car. I knew off the top of my head that my room was locked up tight, as was the SCC, so what real harm could Dash do in there? I decided to brush it off, and I went back to work.

That night though, the moon was full, although there were a few clouds in the sky as well. There was a sense of foreboding in the air. We all could feel it. Something big was about to happen, however, like before, we didn't know where, or when.

"Is everything in place Commander Freda?"

"Affirmative General. My forces are ready to storm into town, and our joint force is ready to come in behind us. What about you?"

"My forces are at the edges of the woods now. We don't think that we've been spotted yet, but we could be wrong. Just be ready to launch the attack when I give the signal."

"Sure thing General, but what is the signal?"

"A bunch of orange flares will burst in the sky above the town. That's you cue to start the attack."

"Ok then General, awaiting your signal."

"Standby. Launching in 10 seconds, 9.....8....." The fuses were lit. "7.....6.....5....." The fuses were burning low. "4....3.....2...." The flares were airborne. "1!!!!" The flares then burst. "THAT'S THE SIGNAL, NOW CHARGE!!!!!"

"THERE'S THE SIGNAL BOYS, NOW LET'S GO!!!!!"

They all then charged towards our defensive positions.

I was sitting on top of the coal tender when everything hit the fan. I was staring off into space, when all of a sudden, I saw a series of orange flares burst in the sky above Ponyville. I checked my watch. The time was close to 1:30am.

"Huh? Now what's that all about? Those flares didn't come from us, and I don't think that they came from Ponyville itself, so that must mean......" I froze. "IT'S AN ENEMY SIGNAL TO ATTACK!!!!"

Luckily for me, I was able to grab my com radio in record time, and radio Don. He both sounded General Quarters, and alerted the Equestrian Forces, who sounded the air-raid alarms, and manned their battle stations. We were all in for the fight of our lives post-Vegas, and we were sure going to make it count!

Freda slammed a hand over his face. "Oh great! Now they know that we're here! Now what do we do?!"

Stuggs thought fast. "We press the attack now! Hit them before they have the chance to fully mobilize their forces!"

With these commands, both Caribou and Zebra rushed from their hiding places, and came to do battle for Ponyville.

"I need our gunship and our drones in the air now!" Don shouted. "I need eyes in the sky, as well as some extra guns!"

"Sir, yes Sir!"

The 7 men of the gunship raced to the special gunship car at the back of the train, while the drone operators got to work in their Drone Command Car (DCC).

Meanwhile, the rest of us got all of the guns and missiles online, got the engine ready to move the train in case we had to provide firepower from multiple angles. Everything was ready, and soon enough, the enemy was spotted.

"Sir, enemy troops coming in at our 9 o'clock! We're also receiving reports from the Equestrians that the enemy is also attacking from 6 o'clock, and 3 o'clock!"

"Quickly, get our searchlights on them! We need more lights in this battle!'

"Yes Sir!"

The spotlight-floodlights on the train were quickly turned on, and pointed towards the enemy troops. Sure enough, unlike the last time, we were being attacked by a main enemy force. These troops were also more heavily armed and armored than the scouting force from earlier.

"They're heading for the train! Don't let them reach it!"

"Yes Sir! All available guns, open fire now!"

That was all it took. In the blink of an eye, our many guns quickly opened fire on the enemy. Some fell, but others took cover behind rocks and other natural cover that Dothan's force failed to take advantage of earlier.

"Sir, we're receiving reports that Zebra troops have been spotted racing towards Ponyville on the main road! The troops stationed there are requesting reinforcements!"

"Do we have eyes on this force?"

"Yes Sir, we've got our Reaper's eyes on them right now! Should we send them a little 'hello'?"

Don smirked. "Sure. Let's show them how we say 'hello' to our enemies! Fire at will DO!" (Drone Operator)

"Yes Sir!"

Two missiles were quickly launched from the drone in question, and the results were amazing.

"WOO! At least 12 enemy soldiers dead, with a further maybe 30 injured. However, they're still coming!"

Don was about to reply to this, but then another report came of enemy activity from the Eastern side of Ponyville. Enemy soldiers had built their own bridges, and were quickly making use of them to cross the river there.

"Dammit! 1st 16in. guns?"

"Yes Sir?"

"It seems that we've got some uninvited guests using home-made bridges to cross the river on Ponyville's East side. Is there anything that you can do about that?"

"Major, just send us the coordinates, and we'll blow those suckers straight into the Afterlife! And by 'Afterlife’, I mean Hell!"

The coordinates were given by a drone pilot.

"Coordinates received. It'll take at least 3 volleys, but we'll get the job done!"

The 16in. guns then opened fire on the bridges, which were located over a mile away. The enemy soldiers crossing didn't even know what hit them. One minute they were crossing the bridges that they'd built, and the next there was a huge explosion, and then they were in a red river, filled with blood, body parts, and mangled corpses. They now had to swim across the river, which, given that they were wearing heavy armor and equipment, was extremely hard.

"Boo-Yah!!! Bridges down Major! The enemy are in the river! Bodies and blood everywhere. However, they are still trying to swim across."

"I'm well aware of this. This is why I'm sending in our gunship to take care of any survivors, as well as the force coming in on the main roads! Gunship, light them up!"

"Sir, yes Sir!"

And with that, the gunship unleashed Hell from above. Our gunship had the best elements of an Apache, C-130 Specter, and an A-10, all rolled together into one craft. It could deliver devastating fire from the skies, and this weapon was now being unleashed on an enemy that didn't know how to deal with attacks from the air.

General Stuggs was starting to get a little bit worried. The enemy was able to hold their own against his and Freda's combined forces, and were beginning to whittle them down. They had suffered close to 250+ casualties already, while the enemy had suffered fewer than 20; all of them Pony.

"Sir, the Humans have weapons that we've never seen before! They're tearing us to pieces! Most of our bridges are down, and the others are burning!"

"They have a metal flying craft that's absolutely bristling with guns! It just keeps shooting and shooting without end!"

"We're close to only 20 yards from the train now Sir, but we are sustaining casualties! What do we do?!"

Stuggs was at a loss. His brilliant plan was falling to pieces all around him. A sudden, *BOOM!!!!* jerked him out of his thoughts. "Hey, what was that?!"

"Sir, they've just fired one of their big guns at us! Part of my force was just flat out LEVELED!!!! We need to fall back to the woods! The train is too powerful!"

"Hang on, I'll have our artillery fire on it!"

The artillery did open fire, but to Stuggs’s utter shock, he saw the shells impact, but they either failed to explode, bounced off the train, or did seemingly very little damage.

"Oh, was that your best shot F@#ktards? Let me show you ours!"

With that, our 1st railguns opened fire on their artillery cannons after a drone had confirmed their position. The guns were knocked out, but by this time we were taking losses. The Zebras kept shooting some kind of magic-energy blasts at our drones, which seemed to short out their internal systems, causing them to crash. They also tried doing the same on our gunship. The gunship was more heavily armored than the drones were, but the pilot did have to swerve to avoid getting hit.

Eventually though, the gunship was out of ammo, and had to return to the train to reload. It was in this moment that the enemy saw their chance. With the gunship now gone, a combined force of Zebras and Caribou, under the command of Commander Freda, managed to overwhelm a firing line of Royal Guards protecting Ponyville, and get inside.

"That's it boys! Now Ponyville is ours!"

They all kept coming in faster than we could shoot them. Heck, even my team, Firing Line 2, had to pack up and fall back! I checked my watch as we fell back. 2:45am. "Damn", I muttered, "This is gonna be a LONG night!"

For the next several hours, the battle raged. The enemy was literally all around us. Surprisingly, this was a good thing.

"This is great! They're all around us, so now we can shoot them from all directions without missing!"

And shoot them we did. Once we'd reached the steps of Town Hall, we set up another firing line, and this time, backed up with another machine gun that someone brought from Iron Glory, we made our stand.

"That's it boys!" I yelled as I fired my shotgun, "We hold this entire town square! Nothing gets past us! We've lost most of our drones, and the gunship was damaged in an artillery attack, so we've got to hold our ground here!"

A little bit earlier, a group of both Caribou and Zebra broke through the train's defenses when a machine gun jammed, and in that one blind spot, 17 enemies attacked! A few were stopped, but several actually boarded the train! They got in close to the officer's quarters, only about 4 cars way from the rear 2 16in guns, and 6 cars from the rear 2 railguns!

"Ha ha ha!!! Now this war-train is OURS!!!! Fan out! Find the crew, and secure those weapons! Silence them all, and then get to the engine!"

"Yes Sir!"

"Oh, you won't be going anywhere Deer-Boys!"

The enemy turned to look, and there in the dimly-lit hallway stood Jim.

"Oh yeah, and who's gonna stop us Old Man, you?" They all started laughing.

Jim shrugged. "Well, I might not, but my Luger sure will!" He then opened fire on them. In short order, 5 Caribou and 3 Zebras were dead, and the rest were trying to flee further into the train. Jim sounded the alarm, and when the Caribou tried to reach the rear railguns, they were treated to a free case of death-inducing lead poisoning!

"Yeah! 11 down, only 6 more to go!"

These last 6 Zebras managed to get to the roof of the train. They intended to get to the engine, but they never got past the machine gun located on the roof of that very same car!

"All enemies neutralized Jim!"

"Excellent work boys! We're really showing them that they picked the wrong train to mess with! Keep this up, and they'll soon run out of soldiers to send us!"

"Sir, yes Sir!"

Back at Town Hall, we had the enemy beginning to retreat. They couldn't keep standing against us, and their numbers were really withering.

"Fall back, fall back!" Freda screamed. "We've lost the town square!"

They all then fell back, and once we'd been reinforced by the Royal Guards, as well as more soldiers from Battalion 4009, we began to push after them.

Also during this time, parts of Ponyville were on fire because of the battle. Local fire brigades were everywhere they could be, but they were outnumbered. Outnumbered that is, until members of the Battleship Express's damage control team who had firefighting experience came to lend a helping hand. Together, they all kept the fires at bay while the battle continued to rage.

Finally, by almost 5:30am, it was all over. The Battle of Ponyville was over. Thanks to the team efforts of both the Equestrian Army, and the Battleship Express and Battalion 4009, plus the contributions from Iron Glory of both troops and supplies, the good guys carried the day! Ponyville was still standing, (somewhat, as maybe 12-15% of the town did burn) and the enemy troops were defeated.

On our side, 19 Battalion 4009 soldiers were dead, and 67 were wounded. 11 train crew were also wounded. The Royal Guards lost 33 of their finest, and 89 were wounded. There were also 5 civilian casualties, and a further 11 civilians were wounded. Ponyville was also damaged, but still standing. 7 drones were downed, our gunship was damaged, as was the train itself, but these losses were minor, and repairable.

For the enemy, the battle was the fiasco to end fiascoes. General Stuggs started out with 1,200 soldiers. Now, 1,100+ were dead or missing, and almost all others were injured in some way. The rest, including Sergeant Dothan, Ambassador Dyl, Ambassador Corlia, and even Stuggs himself were taken prisoner, maybe 45 in total. (Commander Freda was killed in an attempted Kamikaze attack on the train. He tried to destroy the engine, but in a strange twist of fate, tripped on a dead body, fell on the lit explosives that he was carrying, and blew himself up!)

This battle was a severe loss to the Imperial Alliance, but it was not yet the end of the world. They still had many other assets at their disposal, but the loss was still damaging nevertheless. They had lost both Stuggs and Freda, two of their finest officers. For the Caribou, Colonel Rodin was promoted to replace him, and for the Zebras, Commander Dath took Freda's place, and his harem!

By the time the sun was fully up, all of us were absolutely, utterly exhausted. Give or take an hour or two, we of the Battleship Express had been awake for almost 50 hours, with the last time we slept being the night before The Battle for Vegas. When I finally reached my cabin again, I was practically asleep. Once I was inside, I shut the door, closed the blinds, used the bathroom, removed my uniform, helped Aurora remove her battle armor, and then I collapsed into my bed, which, completely unknown to me, was already occupied, and not by Aurora!

Author's Note

Holy crap!!! This was a MASSIVE Chapter, wasn't it?! So much happened. Our first battle against the Imperial Alliance was fought, first blood was drawn, and then the Battle for Ponyville, which ended in an Equestrian victory! What'll happen to those that were taken prisoner? How will their replacements fare in filling their shoes? How will Danin and Zakia react when they hear the news from Ponyville? Where and when will the next battle take place? And, who was already in my bed? My cabin was locked up tight the previous night before the Battle of Ponyville. Was it Rainbow Dash, and if so, how did she get in? Well, as always, the only way to find out, is to keep reading!

Also, I would have had this chapter up last night, but alas, I was more tired than I realized, and I fell asleep before i could finish it! Nevertheless, here it is now, so now I can get to work on Chapter 7!

And, as always, comments, feedback, questions, as well as spreading the word about this story, are always appreciated, and I'll see you all in Chapter 7!

ScarFox out for now, ALL ABOARD!!!!!