Ace Combat: UPEO Squadron

by Akula966

Rating: teen
Tags: Princess Luna, Gore, Original Character, My Little Pony: Friendship is Magic, Other, Sex, Profanity, My Little Pony: The Movie, Discord, Violence, Princess Celestia, Crossover, Death, Alternate Universe
Length: 8872

War has broken out between the New Lunar Republic, Solar Empire and the Legion of Discord. But this time, the game has changed...

Lt. Colonel Akula, known to the Solar Empire as "The Demon Lord of the Changelings", now forced to fly of the Legion of Discord, accidentally stumbles upon something that could turn the tide of the war in Discord's favor... Akula then escapes from the LoD with vital intelligence, runs into the Lunar Squadron during their engagement north of Neighlis AFB and defects to the NLR.

Now flying for the NLR's 1st Experimental Fighter Squadron of the 245th Research Unit, Akula will take back the skies of Equestria from the Solar Empire and the Legion of Discord, and participate in some of the biggest battles of the war. Will he succeed in leading the NLR to victory? Or will the enemy aces eventually get to him?

NOTE: This story is based on and contains extracts, characters, events and ideas used in Lonewolf78's Ace Combat: Battle for Equestria, which I didn't write, nor co-author. My apologies to anyone who may think I might be plagiarizing.

This story also contains references to the following media:
Ace Combat Zero: The Belkan War
Tom Clancy's H.A.W.X. 1 & 2
Ace Combat 3: Electrosphere
Ace Combat 4: Shattered Skies (or Distant Thunder)
Ace Combat 5: The Unsung War (or Squadron Leader)
Ace Combat: Assault Horizon
Dogfights (TV show)
Ace Combat 6: Fires of Liberation
Ace Combat 7: Skies Unknown

This is my very first story! Wish me luck!
Oh, and my dearest thanks to Lonewolf78, for creating his Ace Combat Equestria stories which inspired me to create my own take on them!

Published 2019-06-25 10:10:01 UTC
Last updated 2020-09-21 03:03:01 UTC

Chapter 1: Prologue

Ace Combat: UPEO Squadron

Chapter 1: Prologue

"...Every now and then, guys like that appear on a battlefield. Someone special, you know?..." Bernhard 'Night Owl' Schmidt, Ace Combat Zero: The Belkan War

Music

For the second time in 6 years Equestria found itself in a war between the New Lunar Republic and Solar Empire. This time a 3rd party; the Legion of Discord was thrown in. Both the NLR and SE fought each other as well as the LoD in a war that lasted 6 months, and almost resulted in the end of Equestria and all other lands as we knew them.

The first war started 4 years after the return of Princess Luna. Both her and Princess Celestia ruled over Equestria peacefully at first. But after a period of time Luna started disapproving of how Celestia was ruling the land, viewing some of it as almost tyrannical. Tensions started rising between the two sisters again, and between the citizens of Equestria, who were also viewing Equestria's rule under the Solar Empire the same way.

It finally came to a head when Celestia announced some new laws at a Parliament meeting. Luna bluntly objected, angering Celestia. A fight broke out, and Celestia called upon the bearers of the Elements of Harmony to put Luna back on the moon. Unfortunately for Celestia though the six ponies were also divided over this. So instead Celestia exiled her to a small country on the Western edge of Equestria that had lost their government many years before, and was now controlled by the empire.

Many residents of Equestria began moving to it, and secretly a rebellion was planned which included members of the Solar Empire armed forces that had defected. Finally, on November 5th, 2010 the rebellion, under the flag of the New Lunar Republic, began. Almost instantly Equestria was divided into two parts. The Southern third declared themselves part of the NLR, and Celestia immediately tried to take it back by force. The NLR pushed back though and started taking control of more land, but soon both sides stalled.

The war lasted for 13 months. Thousands of ponies, both military and civilian, died during the battles. Seeing the war was doing nothing but destroying Equestria both sisters agreed to a cease-fire, and on December 15th, 2011 the Western third of Equestria was allowed to secede to the NLR. The new border was opened, and both sides began the healing process. Ponies could freely travel between the two countries to visit families and conduct business. It seemed as Equestria, though divided, would finally be at peace.

Nine months after the end of that war, another broke out. Discord, the ruler of chaos, had returned to his home country of the Crystal Empire after he was accidentally released from his stone prison in Canterlot. He immediately took control of the country, which adjoined Equestria on the right side. Princess Miamore Cadenza, who ruled the country, managed to escape to Canterlot where she lived in exile. In short order the new Legion of Discord also took over the Griffin Empire and Changeling kingdom. Citizens of those countries were soon under his mind control. Those who resisted were executed. Both the Queen of the Changelings and Emperor of the Griffins fell to this fate. Those who were lucky enough to escape went into hiding, hoping someday Discord would be defeated.

The Griffin Empire bordered both the NLR and Solar Empire on the right, so it would be a simple matter for Discord to take control of Equestria also. Both sides began rebuilding their military forces rapidly and prepared for attacks, but none came. The rapid buildup caused many in Equestria to think the two sides were about to go to war again.

Then 5 months before the start of the second war events began happening. Tensions started to rise between the Republic and Empire again. On October 14th, 2016 a Legion of Discord fighter entered NLR airspace and tried to force a transport plane into landing in LoD territory. It was shot down, and no answer was received from the LoD as to why it happened. Shortly afterwards a pair of Solar Empire Air Force planes somehow strayed into LoD airspace and were shot down.

On March 21st, 2017 Discord made his move. His armies invaded Equestria at the location where the Republic and Empire’s border intersected with the LoD’s and spread Northwest into both halves. The NLR and Solar Empire both declared war on Discord and were soon launching air attacks. Though they had a common goal, both sides viewed each other with suspicion.

This was aggravated on April 5th when a NLR plane accidentally cluster bombed a Solar Empire Army platoon. After investigating Luna denied any NLR plane was involved in it. Then it happened again a second time with a forward operating base the SEA established just inside the LoD’s border. Celestia accused Luna of trying to start a war again and tensions between the 2 were higher than ever.

The final straw happened on April 14th when a Solar Empire plane dropped a Fuel Air Explosive Bomb on a small NLR village near the border, killing over 100 ponies. Almost immediately the NLR declared war on the Empire and closed the border. Once again Equestria was torn apart over war.

It had been 4 months since what was called the Final Equestrian War ended. I set out to document details of the war for a book I’m writing by going over records that were released by the governments of the two sides involved, and interviewing those who took part in the war.

But as I went over the records and documents, I noticed a strange pattern in the materials I gathered. There were several accounts about a Changeling fighter pilot, all of them followed by the code-words ‘Shark-mouth’ and ‘Demon’. And as I went over every piece of this new information, I found out that this pattern was incomplete. But still, I was intrigued.

After going over some more material, I soon figured out who this ‘Demon’ was. He was a Changeling by the name and rank of Lieutenant Colonel Akula, but is known by the Solar Empire as “The Demon Lord of the Changelings”, a member of the NLR’s 245th Research Unit, 1st Experimental Fighter Squadron ‘UPEO’. I instantly knew why the information about him was incomplete. The 245th Research is one of the most secretive Units in the entire NLR military, and is even more secretive than the NLR Central Intelligence Agency. Nopony knew why.

So I set out to find this elusive Changeling, and hopefully ask him a few questions. Like 'Why does everypony that try to cross you in the skies become fearful of you?' and 'How did you get your legendary status in the first place?' At first, this task seemed almost impossible, but thanks to some friends in the NLR military and Defense Intelligence Agency, I managed to track down several individuals that knew him...

...and, surprisingly, the members of UPEO Squadron were some such ponies...

Author's Note

Well, here you go, the first chapter of my first fanfic. The first half, along with most of the tail end is copied from the first chapter of Ace Combat: Battle for Equestria, with the rest my personal writing, ala ACZ. Do stay tuned for more chapters, but Chapter 2 will take a while for me to complete, as I'm very busy at the moment. Many thanks, hope you enjoyed!

Chapter 2: Defection

Ace Combat: UPEO Squadron

Chapter 2: Defection

Canterlot Castle, Solar Empire

27th September, 2017

09:12 hours.

"Giving up so soon, General?" Andrei 'Akula' Markov, Ace Combat: Assault Horizon

Celestia entered the castle briefing room where Twilight, Rarity, and a couple of others were waiting.

"So any trace of our two squadrons?" she asked.

"No, nothing. The area below the mountains there is covered by clouds, so we can't see any wreckage from our satellite," she replied.

"What do you want to do, your highness?" Rarity asked.

"We can't risk losing anymore," she replied. "Keep on this and try to figure out what is going on."

"Yes, your highness," she replied.

Whitemare AFB
12:30 hours.

The group was in the mess hall enjoying their lunch and talking about this and that when Tex's beeper went off.

"Uh oh, it's your other half," Ice said.

"Nope, it's Moonstone," he replied. "Better go see what's up. Maverick, make sure Angel doesn't tamper with my food."

"Uh, Okay," he replied. Angel growled slightly.

"God, is nopony safe from your wrath, Tiger?" Maverick asked.

"Nope. I treat everypony the same," she replied.

"So what did you do? Or should I ask?"

"I just put a little Trottingham Scorpion pepper juice in his chili," she said with a smirk.

"Oh, you little..."

"You might watch your food from now on, Spade," she cracked. Maverick tried not to stare at his food for too long.

"Too bad for you it doesn't work on me," Sunfire said to Angel. "I love hot foods."

"Lucky you," replied Glory. "I can't even handle regular hot sauce."

"Sounds like the voice of experience to me," commented Maverick.

"Oh you should've seen it," said Dahlia. "She ate one of Pinkie's cupcakes with hot sauce icing. Her body turned so red you could've locked a Sidewinder on it."

"That was the first time I've seen a pony swallow half of a bag of ice," Angel added. Glory didn't seem to be amused by them bringing that up.

Tex came back in.

"Well, it looks like something's up. We've got a meeting in 1 hour," he said.

"What is it?" Maverick asked.

"Apparently we've lost an entire squadron without a trace somewhere North of Prairie city over the mountains there."

"What?" Ice exclaimed.

"We'll find out everything at the meeting," he replied.

Whitemare AFB conference room
14:00 hours.

"OK guys, this is what's going on." And Moonstone began.

"Yesterday, Skylancer squadron was sent in to attack the air base at Los Alicornes. The entire squadron disappeared without a trace over the mountains North of Prairie City."

"How? They were a good squadron. I can't see them getting jumped," replied Glory.

"Well, it happened. We sent a U-2S over the area to look for them and it disappeared too. And we're not alone. The Empire has lost 2 squadrons in the same area."

"What the hell?" yelled Ice. "How could that many planes disappear like that without any type of radio contact?"

"The only thing we can think of is powerful jammers, and either a powerful SAM system or a large amount of fighters. The problem is the only air bases nearby is the LA and Prairie City ones, and we confirmed none of their squadrons were airborne in that area at the time of the attacks."

"There isn't a secret airbase near there is there?" commented Maverick.

"In the mountain range itself, no. It's canyons are too tight for even VTOL aircraft to land or take off."

"Well, crap,"Angel said. "So you're sending us there to investigate?"

"Not alone," replied Moonstone. You will have Shadow and Nightstalker squadrons for backup with Blazeghost squadron for spice. They will wait outside of the area. At the first sign of anything suspicious or trouble, alert them and they will come in. We're doing it like this so we don't run the risk of losing 3 squadrons at once if things go sour, or if it is fighters the large amount of aircraft might keep them from showing up."

"Well, that fills me with a lot of confidence," replied Dahlia.

"Oooh, the Blazeghosts," Angel said. "Will they be armed with specials?"

"Yep. Both the Burst Missiles and the TLS."

Much to her embarrassment her wings sprang up, causing Sunfire to fall backwards laughing and Moonstone to blush.

"Oops. Sorry," she softly said.

"I'm just gonna pretend I didn't see that," Maverick commented.

"Aaaanyway," Moonstone tried to get back on track. "The Nightstalkers and Blazeghosts are already on their way to Neighlis. They'll meet up with Dash's squadron and wait for you guys, then you'll all go in."

"Sounds like a plan," replied Maverick.

"Good luck," and the feed ended.

North of Neighlis AFB
16:10 hours.

Just inside the border, the other 3 squadrons joined up with Lunar.

"Lunar squadron, it's Dash and crew. We're coming up behind you." Her squadron came up on the left and the Nightstalkers on the right, with the Blazeghosts behind them.

"Be right back," Angel said as she pulled out of formation.

"Angel, what the heck are you doing?" said Dash.

"Oh, I know," replied Ice.

Angel trailed back far enough to get beside the 3 Morgans of the Blazeghost squadron. They were decked out in the midnight and navy blue colors that all Special Fighter Squadron aircraft wear. She stared at the TLS pods, their lenses glistening in the sun. Under the wings on each one was a pair of burst missiles. Due to the amount of destruction they cause, they could only be used as last ditch measure if other friendly planes were in the area.

"OK, Angel. Get back here," Maverick said.

"OK, daddy," she said as she flew back into position.

"So, what's the plan Mav'?" Glory asked.

"Most planes would come in low just above the mountains, but i think we should come in at about 20,000 feet," he replied.

"Why?"

"What altitude do jammers usually fly at?" Then it dawned on Glory.

"Aaah, around that same height."

"Yes. We have a good chance of seeing them before any fighters see us. What do you think, Sentry?"

"Sounds good to me," replied Carrot Top. "Gives you more working room too."

About an hour later, they reached the point where the other squadrons would wait for them.

"Sentry 2 to Lunar squadron. Time to part ways."

"Roger, Sentry," replied Maverick.

"Stay safe guys," Nightshadow said.

"As soon as something happens, contact us and we'll come in," added Dash.

"We will," he said as the squadron flew towards the mountains.

40 miles in, a blip appeared on radar. It was approaching them.

"Bogey at 20 miles, angels 10," Maverick anounced.

"Roger Mav... Wait, it just turned blue!" Ice said.

"It's IFF is squaking a NLRAF code," added Glory.

"Lunar one to unidentified NLR aircraft, what's your status?" Maverick said.

"Yes, somepony has finally arrived!" replied the pilot. "The rest of my squadron has been shot down and needs rescue!"

"Where's my IFF code list?" Angel thought as she started looking for it.

"Why are you still here?" Maverick asked.

"My navigation system is dead and I'm almost out of fuel. I may have to bail out where the others are."

They were now within 6 miles of the aircraft, which had turned and was now flying in the same direction.

"Roger, can you take us to them?"

"Yes. Follow me." And the plane changed course.

"Ah, here it is," Angel said as she found the list. She looked up the code the plane was squaking.

"We've got a visual on you," Maverick said. Far below and ahead them they could just make out the plane. It was painted in the standard NLRAF colors.

"Hey guys," Angel said. "According to my code list here that plane is a Flanker."

"Roger... Wait what?" Maverick said.

"It's the IFF code for a Flanker."

Sunfire chimed in.

"We only have two Flanker squadrons: Venom squadron, which was wiped out by Excalibur, and the Snow Leopards. And that is not one of their planes."

"Lunar one to NLR aircraft, what..." the plane had disappeared below the clouds. Suddenly, their radars were filled with clutter.

"What the!?" Yelled Glory. Soon, missile warnings were going off in their cockpits.

"IT'S A TRAP!" Ice screamed.

"Lunar to Dash, get in here!" Maverick yelled over the radio.

"Lunar...." the radio deteriorated into static.

"DAMMIT!" He yelled. They banked and dodged the missiles, but still couldn't see the planes.

"Where are they?" Sunfire said.

"I don't know. Keep an eye out for them and the jammers!" replied Ice.

Soon, they could make out some black dots approaching them.

"Well. It looks like we've got another meal," one of the LoD pilots said.

"More missiles break!" Maverick yelled. Again, they missed. They finally got a look at the planes.

"Oh shit... J-20's!" Angel yelled.

"I thought those were just plans they had on the drawing board?" replied Sunfire.

"Looks like they made them," she replied.

"Terrific, not only are our radars jammed, we're dealing with stealths too," Dahlia said.

"It all makes sense now: Fake plane plus mountains, jammers, and stealth aircraft equals the perfect way to make squadrons disappear without a trace," Ice said.

Glory managed to get behind one, but had to break off as another appeared on her tail. Then she got a missile warning and saw one heading for her.

"DAMN!" She broke hard and dodged it.

"You can't tell they're coming until it's too late," she said.

"Everypony, pair off and watch each other's backs," Maverick said. The plan started to work as Ice got behind one, again another dropped in behind him, but Angel suprised him and got off a shot, killing the first one.

"Hell yeah!" she yelled.

Maverick now had one on his tail. Glory covered him only to have one drop behind her.

"Get ready to duck Glory!" he said.

"Roger!" Maverick pulled a cobra and all 3 planes flew under him. He leveled out and got on the tail of the one behind Glory. One Archer took care of it.

"That's two!" Glory yelled.

As Ice pulled up to dodge gunfire, he saw a glint above them.

"Guys, I think I've got a jammer!" he said.

"I'll cover you," replied Dahlia.

"Windigo 3 and 10, get those two going after the jammer!"

Ice and Dahlia managed to get within range and each fired a R-77M (Dahlia a few seconds after Ice) before having to dive to avoid the LoD fighters. The jammer dropped chaff, but did it too soon and though Ice's missile missed, Dahlia's managed to edge the chaff cloud and hit it.

"We got a jammer!" Ice yelled. Though the radars cleared up some, it was still too hard to see anything on radar.

"There must be another one," replied Maverick.

Sunfire managed to shoot down a third fighter, only to have another appear on her tail. Glory got another and had two more show up on her tail.

"They just keep coming!" she yelled.

Suddenly a new voice came over the radio.

"Give it up ponies. Your doom is at hand."

"Th- that voice... It... can't be..." Maverick thought to himself.

"Hey, get off our frequency, you LoD wench!" yelled Angel.

"Now, that's no way to talk to a mare," the voice replied.

"MARE? WHY YOU LITTLE TURNCOAT!" she screamed. "Who are you!"

"NIGHTSHADE!!" Maverick yelled. The radio went silent.

"Maverick? You're still alive?" the mare responded.

"You know her?" Angel yelled.

"How could you, Nightshade?" Maverick said.

"Well, well, well. Never thought I'd meet you like this, Spade. I figured you were in hiding somewhere or dead," she replied.

"You're not only a traitor to your country, you're a traitor to ALL ponies."

"My country is gone, just like my previous life. At least I finally get to have my revenge against you."

"What? You're still flankhurt over what happened back then?"

"How could I not be? Your stunt took it from me!"

"Oh, for fuck's sake," groaned Maverick.

"Windigo one to all planes: Focus on the others. Their commander is mine!"

Her plane dived in front of his. Unlike the others hers had the colors reversed. The plane was blood red with black tips and insignia. He immediately gave chase.

"Get her Maverick!" Angel yelled.

Maverick lost sight of her after he dived. She soon reappeared on his tail. He pulled a cobra, but she caught onto it and did the same thing.

"Oh please, Spade. You taught me that same trick," she said as she opened up with her cannon. Maverick rolled and dodged the shots.

"I didn't teach you this one," he said as he did the stall then rotated and dived downward and headed behind her.

"Not bad," she said sarcastically as she reversed her turn and followed him. "So, what's your reason for fighting?"

"I'm a citizen of the New Lunar Republic now. And like with our country in the past, I want to defend it against evil like your leader. I never thought I'd have to defend it from you."

"A noble cause, but in vain," she replied.

"We'll see about that," he said as he dived under the clouds. Then, he reappeared on her tail.

Meanwhile, Glory and Dahlia had scored kills, then Sunfire briefly caught a blip on radar. She started climbing and saw it was the other jammer.

"I've got the other jammer, I'm going for it."

"Sunfire, wait!" yelled Glory as she headed after her. By the time she caught up, a J-20 was already dogging her. He didn't see Glory though and paid for it.

"Fox one twice!" Sunfire yelled. the 2 Adders fell from the plane and streaked off, scoring a direct hit. Almost immeadiately, their radars and radio cleared up.

"We've got em'!" Glory yelled.

"Lunar 13 to Sentry, get everypony in here now!"

"Ice, this is Viper. We're coming!" replied Dash, though they were now over 80 miles from the group.

Meanwhile, Nightshade was once again on Maverick's tail and went for a missile lock. She fired a heat seeker but a couple of flares and a hard turn from Maverick threw it off.

"I haven't had this much fun in a long time. You're putting up a better fight than those others did," she said.

"You didn't give them a chance with all of that jamming shit. Let's see how good you are without it now." He hit the afterburners and went straight up. She followed him like he wanted. He then hit the brakes and feathered the throttle, performing a tail slide right in front of her.

"AAAAH!!!" She pulled back on the stick to avoid him, almost putting the J-20 into a spin. He leveled out and was now behind her.

"Are you trying to kill both of us?" she said.

"Why not?" he replied as he went for a lock.

"You're a damn psycho," she replied. She dodged his missile shot and tried to evade him, but Maverick had had enough of her and stuck to her like glue.

Then, he got a lock warning. Another bandit was behind him. If he broke off, he might not get another chance to hit her. Soon, a missile warning went off and he kicked out flares. Luckily, Nightshade turned at the right moment which let him get out of the way.

"I'm here, Maverick!" Glory yelled as she dived in behind the bandit and shot him off his tail. Both of them were now tailing Nightshade, though she only knew Maverick was there.

Maverick fired his cannon and she dived. Glory saw this and fired her cannon underneath Maverick. A couple of shots hit her plane which made her pull up right in front of Maverick again.

"What was that?" she yelled.

"The end of this reunion," Maverick said as he fired his cannon again, shredding the rear of her plane. It started going down, trailing black smoke.

"Damn you, Maverick. Figures you'd need help to get me."

"You know how those other pilots you and your squadron shot down feel now," he replied.

"This isn't over. I'll be back."

"I'll be waiting," he said as he watched the plane disappear under the clouds. The two returned to the furball.

"Sentry 2 to Lunar squadron. We're counting 8 bandits left, but we're picking up 10 more approaching from the East, 29 miles out. Dash and the others are 49 miles out."

"You've gotta be kidding," replied Ice.

"Hang on guys, we're coming as fast as we can!" replied Dash.

Dahlia got another with a gun kill. Then, Angel got on the tail of one, but was too busy concentrating on it to realize she was chasing it towards Sunfire, who was diving with one on hers.

"Angel, look out!" Yelled Ice.

"DAMN!" Both her and the LoD plane flew between them just as the LoD plane opened fire on Sunfire, hitting both of them instead.

"I'm hit!" Angel yelled. The LoD plane burst into flames and went down, leaving the other pilot stunned. Ice took the opportunity to get him with a missile.

"What's the damage?" Maverick yelled.

'My radar's dead and half of my warning lights are on so I'm out of it. Keep them off of me," she replied.

"Roger. I'm on the way," replied Sunfire.

One of the LoD pilots called out to the others.

"Look. That one is trailing smoke, concentrate on it."

"But we're outnumbered!" replied another.

"Not for long. Clingon squadron is almost here," he replied.

Glory shot one off of Ice's tail, then Sunfire got one that dived on Angel. Despite not having a radar, Angel was able to get one Dahlia led in front of her with a gun kill. It was now down to 2.

"Let's split into pairs and get them," Maverick said.

"Roger," replied Ice who split off with Dahlia. Sunfire stayed with Dahlia.

Soon Maverick and Glory had run down theirs, while the other 2 double teamed the remaining one.

"Sentry 2 to all planes: first wave of bandits are down. The second is 11 miles out. Shadow and the others are 31 miles out."

"Roger, Sentry," replied Maverick.

"Where's Angel?" Glory asked.

"Down there," replied Ice. She was now a few thousand feet lower than them, with Sunfire right behind. They started heading down.

"Guys, I'm losing power. I'm not sure if I'll make it back," Angel said. "I'm not sure if I want to bail out now, I don't know what's under those clouds."

"Looking at my map, the best place is just to your left. It shows a small valley there," replied Maverick.

"Ok, I'm turning," Angel turned and headed for it. Shortly after leveling off, her right engine caught fire.

"Shit! I'm burning."

"That's it, get out now!" Glory yelled.

"I can't see," Sunfire said. Oil from the engine had splattered on her canopy and she had to break away to avoid debris from Angel's plane.

"Hope it's soft down there," and she pulled the eject handle.

Nothing happened.

She tried several more times and still nothing.

"I can't eject. Neither the canopy or seat will blow," she said calmly.

"Oh god no..."Dahlia said.

"Invert, Angel! I'm going to try and shoot your canopy out," Maverick said as he dived.

"Guess it's time for me to dance with the angels," she said, remaining calm.

"No Angel! Keep trying!" Yelled Carrot Top.

"I'm gonna miss th..." and Angel's plane exploded.

"ANGELLLLLLLLLLLL!!!"

The radio was silent until Maverick weakly said, "Lunar 3... is down."

Meanwhile, the other LoD squadron had arrived.

"They've suffered a loss. Let's get them," said the commander. "Our 1.44 Flatpacks have an agility advantage, so make it quick!"

Lock warnings began going off in their cockpits. The sound echoed through their minds. Dahlia, who had her head down looked up. Her maroon eyes were now just two glowing white blanks.

"You bastards." She said and the squadron broke off and engaged the bandits. No words were said over the radio after that. Silently, they began engaging. Within the first 5 minutes, they had shot down 3 of them. Sunfire rolled in on one from above and fired her cannon at the cockpit, spraying glass, blood, and Griffin feathers everywhere.

"What is going on! How are they engaging all of us at once?" one pilot yelled.

"I don't know! It's like they're possessed!"

Then, as Maverick lined up to engage another LoD fighter, his radar started beeping at him, causing him to snap out of his state. "Lunar 1 to all craft, be advised, my radar is detecting an LoD marked aircraft coming out of a nearby canyon on a bearing of 033 at Angels .05, 30 miles, closing rapidly!"

Out of a nearby canyon, an unidentified stealth fighter in LoD markings blasted through the entrance, at an extremely low altitude, so low that a trail of dust and cordite fumes were kicked up by the jet, at a unbelievable rate of speed, in full afterburner! It was like the pilot's flank was on fire, and he was rushing to the nearest water source to put it out!

"If that's Nightshade, I'LL BLOW HER TRAITOROUS ASS INTO NEXT WEEK!!!!!!" Dahlia screamed, turning aggressively towards the new arrival. Almost instantly, she dropped onto the tail of the mysterious fighter and was ready to fire when, in the blink of an eye, the LoD jet performed an extremely tight Kulbit maneuver, giving Lunar 4 a clear view of the jet's silhouette. It was the silhouette of a T-50 PAK-FA in LoD colours, flipping right over her. It leveled out behind her, in a perfect firing position. Dahlia saw this, and waited for the end...

...But it never came. The Pegasus mare looked behind her, and sure enough, there was the PAK-FA, cruising right behind her. But it didn't open fire.

There were no missile warnings.

No tracers zipping over her canopy.

Nothing. It just sat there. Watching her.

All of a sudden, the Sukhoi picked up speed and roared over the top of Dahlia's Terminator. When it was directly over her, she saw that this PAK-FA had special nose-art. A gaping maw of a great shark. The LoD jet then increased its speed even more and it accelerated away from Lunar 4, heading right towards the enemy formation.

But then, Dahlia swore she saw the underside of the Sukhoi open up, and reveal multiple R-77 Adder missiles...

As the enemy approached the LoD jet, all of a sudden missile alerts sounded in their headseats. But the missiles weren't coming from Lunar Squadron! In fact, the missiles were coming the LoD PAK-FA! 4 Adder multi-lock-on missiles were tracking the Flatpack flight and, within an instant, 4 MiGs were hit and exploded in a bright fashion. Almost immediately, panic-stricken cries erupted from the other pilots.

"Wha-What? Lead, the Demon has me locked! But IFF is still showing him as a friendly!"

"Demon 1, break off!"

"Friendly Fire! Blue on Blue! Blue on Blue!"

"Friendly! Friendly! Cease Fire!"

"He's on my tail! I can't shake him!"

"Shit! I've lost both engines! I can't control it!"

"Clingon 7, eject!"

"I'm trying! AAHHHHHH!!!!!!!!!!"

"This is Clingon 2, I've taken damage! Stick isn't responding! Damn, I've lost control!"

Maverick and the rest of Lunar Squadron could only watch on in utter awe as the LoD T-50 downed the last MiG with his gun and, surprisingly, pulled into formation with his squadron. Immediately, the rage-fueled Sunfire turned to get on the enemy's tail, but the moment she was on his six, he pulled the exact same maneuver as last time (Kulbit) and got behind her. But then, he switched his IFF codes to make it seem to NLR radar that he was an allied aircraft, increased his throttle, and pulled back alongside Maverick.

Carrot Top came in over Maverick's radio. "Lunar 1, you have a priority message from high command. I'm patching it in,"

"Lunar 1, This is Princess Luna. Do you read?"

"My Princess! I hear you,"

"Lunar 1, listen to me. You are to escort the T-50 next to you back to Whitemare," Maverick was at a loss for words and was about to say something, when Luna cut him off, "You don't need to say it, Lunar 1. Just escort him back to Whitemare. For now, I'll let him explain,"

"Ace of Spades?" A voice then asked. Maverick turned to the T-50 off his wing, and saw the pilot looking back at him, as if he had just asked the question (which he had).

"An LoD defector, eh? I'm Lieutenant Colonel Maverick, squadron leader of the 13th Tactical Fighter Squadron, callsign 'Lunar 1'..."

"You can cut out the intro crap. I know who you are, Spade," The pilot interrupted, "I know all about the members of Lunar Squadron. The pony that needs to be introduced, is me. I am Lieutenant Colonel Akula, current member of the Legion of Discord Air Force's 6th Air Unit, 721st Tactical Fighter Squadron. Current callsign, 'Demon 1'. It's funny that you and me share the same rank,"

"Um, ok? Nice plane, that PAK-FA. Trixie has one as well,"

"Thanks, you can have a closer look when we get to Whitemare. Ah, a Sukhoi-37. Magificent plane as well,"

"Oh, get a room, you two," Sunfire mocked, switching her tone to mimic both of them, "'Your plane's lovely.' 'Oh, thank you. So's yours.' Ooooo!"

"Sunfire, you might want to shut up before you become my next victim," Akula calmly threatened her. His attention turned back to Carrot Top. "AWACS Sentry 2, is it? How sooner can we be at Whitemare?"

"In just a couple of hours. Luna is waiting to debrief you personally," Carrot Top told him.

"Shit. A couple of hours might be all I have left. I need to refuel in order to make the next leg of the trip. I used up a lot of fuel getting here!" Akula reported, worried that he didn't have enough fuel to make it to NLR territory.

"I'll get a tanker waiting for us at the border to top off you tanks," Carrot reported, "Shadow, Nightstalker and Blazeghost Squadrons will cover our exfil,"

"Demon 1, copy that," Akula acknowledged and turned his attention to Maverick, "I thought there'd be more of you. Where's Lunar 3?" Nopony answered him, as he had brought up something that broke their hearts.

Ice was the one to break the silence. "Sh-She's... gone. Her jet exploded moments before you arrived."

"No ejection?"

Again, nopony replied.

"I see. Damn, if only I'd gotten here quicker, she would still be alive. I'm sorry,"

"It's not your fault, Akula. You're here now. Let's focus on you getting to your new home," Maverick told Akula, in reassurance, "All pilots, let's salute Master Sergeant Tiger Angel!" Lunar 2 and Akula pulled up for the missing pony formation and the squadron of Sukhois blasted off into the horizon.

Author's Note

Chapter 2 status: Done! Phew! Just to quickly point out, the first half of the chapter and most of the second half (up until the bit where the LoD pilots thinks that the Lunar Squadron has been possessed, which is where my own writing kicks in) was copied from Ace Combat: Battle for Equestria (again!), along with a part of the final sentence, but I promise you, Chapter 3 will all be my own writing, I promise! Stay tuned and keep dogfighting!

Chapter 3: UPEO Squadron

Ace Combat: UPEO Squadron

Chapter 3: UPEO Squadron

Eden AFB, NLR West Coast

2nd October, 2017

07:44 hours

Tucked away in the mountainous area of the Badlands, safe from detection and enemy attack, lays Eden AFB. The most hi-tech and advanced AFB in Equestria and home of the 245th Research Division. The 245th was in charge of undertaking the most important and highly-classified projects. Projects that only Princess Luna and a select few in her cabinet know about. They were the team that created the Connection For Flight Interface (COFFIN) System for the Lunar Republic, before the plans were leaked to the Solar Empire by a defecting pilot, allowing the Empire to create the F/A-36A for their air force.

The 245th owns only one squadron; the 1st Experimental Fighter Squadron 'UPEO'. Ever since the creation of the New Lunar Republic and the 245th Research Division, UPEO Squadron operated like a black-ops division. When asked about the existence of the UPEO Squadron, Luna would always deny that the squadron existed, even though the public knew that the 245th existed. The squadron was so secret that Air Force Commander Wigwam didn't know that UPEO existed either.

As for UPEO Squadron, they were only assigned for three mission types; testing new aircraft prototypes developed by the 245th, clean-up missions after major operations by the military or top secret operations vital to the war effort. UPEO was ruthless, they had a 100% success rate and they left only minimal, if any, survivors during missions. And as the reports of top secret installations in the Empire and the Legion were seemingly destroyed overnight began to reach the front-lines, rumours began to circulate amongst the ranks of the regular pilots, the most common being that the facilities were beings destroyed by the spirit of Nightmare Moon, who had returned to exact her vengeance on those who opposed Luna's rule.

Only the best-of-the-best in Equestria were allowed to join and they were expected to perform. A mission failure or a mission that didn't result in a 100% victory, would result in a immediate kick-out. All of the UPEO pilots had to be willing to risk it all to achieve victory.

As the clock hit 1:45 on the dot, all 9 pilots (excluding the squad commander) of the UPEO squadron arrived in the briefing room, ready for their next assignment from Luna or another higher-up. Moments later, Squad Commander Spearhead entered the briefing room and fired up the briefing system.

"At ease, pilots. This one is not like our normal sorties. We've got something really special this time," Spearhead greeted the pilots, before tapping on a few keys. After doing so, a map of what appeared it be an air base in Canterlot appeared in the screen along with a face-cam of the mare herself, Princess Luna. All of the pilots bowed before their princess.

"Arise, pilots of UPEO. I know this isn't the best of times to be given your next mission, since the loss of UPEO 7, but you are one of the most important squadrons that I have, so you need to press on," The princess explained.

"What are we looking at this time?" One of the pilots asked.

"Well, I've managed to find you a new pilot to continue the callsign of UPEO 7. He will enter... now," And as Luna said that, the door to the briefing room opened, all of the pilots gasped, as Akula trotted through the door and stood in front of the group, staring at the gathered ponies with a gaze of interest. "UPEO Squadron, this is Akula. He was a former pilot in the Solar Empire and Legion of Discord, and is one of the best changeling pilots in Equestria. He currently has well over 500 kills to his tally and was the only pilot in the LoD to not be under Discord's control. In fact, he was able to hold off 5 Solar Empire squadrons on his own and only retreated when he ran out of ammunition,"

"With all due respect, your Highness, why are you introducing him? Shouldn't he be doing that," Spearhead asked.

"Well, that's the problem. Given the fact that he doesn't know you all very well, he won't be very talkative. But just fly with him a few times and he will open up. It's vital," But before Spear could question why getting this changeling to talk was vital, Luna answered him, "He has information about a new aerial weapon that the Legion is creating and hoping to put into mass production, with some files and documents to back up his claims. The problem is; he won't give us the files unless we help him hijack the prototype and take the plans for the NLR. And given the fact that we can't just go in on unconfirmed intel, he'll have to earn our trust before he can trust us and give us the info. So, he'll be with you,"

"And you want us to run him through the UPEO Proving Grounds, yes?" UPEO 6 asked, getting to the point.

"Exactly. And I have a target for you," Luna's face cam shrunk down and took up half of the presentation screen, the other half taken up by the map, "I've received intel from aerial recon that confirms the location of a VTOL Squadron operating in the vicinity of the city. My sister set-up this squadron to be the last-line of defence of the capital, in case us or Discord attempts to attack her city. However, this squadron has also been confirmed as being used as seeker craft, used in assisting in hunting down and arresting NLR spies. I've already had 7 spies arrested due to assistance from these aircraft, so I need you to infiltrate Canterlot airspace and destroy that squadron. I am trusting this mission to you, as I know that UPEO will be able to achieve this without civilian casualties. Spearhead, you will lead this mission. Take two of your pilots with you and Akula, as he will be taking on the task of destroying the airfield. I will provide you with an EA-6B squadron to get you through the anti-air defences, but once you are within the city limits, you will be on your own. Good hunting, UPEO," And with that

"Looks like that's our mission for today. UPEO 2 and 3, you're with us. And Akula, your plane will be in Hangar 07. I'll see you in the skies. Good luck, everypony!" And with that, the briefing concluded, the pilots rushing to their planes.

Near Canterlot Airspace
07:59 hours

The flight of four knifed through the skies, only a few hundred meters from the deck. Many SAM sites blocked their path but none opened fire, as their radars were being blanketed by Electromagnetic Countermeasures operated by a squadron of Prowlers from the 8th Electronic Warfare Squadron from the carrier, LRS Shadow.

As such, the four UPEO planes didn't need to worry about missiles coming at them.

Spearhead lead the squadron at the tip of the finger-four formation, at the controls of a tan-orange F-22C Raptor II.

To his left and acting as flight wingpony, was StarSong. The former muscisan was at the controls of a dark-lavender F/A-18U Hornet ADV.

On Spearhead's right and acting as element leader, was Toola-Roola. The artistic pony was flying a dark-pink R-101 Delphinus #1.

And finally, on Toola's right wing as element wingpony was Akula. He was at the controls of a R-201U Asterozoa attack plane. The 201U was an oddity in the skies, with a distinctive twin-fuselage design and a massive payload option, boosted by a new system that increase the payload count to beyond what all the pylons could hold on their own.

The flight of four approached the edge of the ECM blanket, which was just at the walls of the city. "Flight of four, this is Shadow 8-1. You are approached the edge of our jamming area. Just be advised, we have orders to return to our carrier once you leave the covered zone. Good luck and happy hunting," The lead Prowler pilot reported.

"Alright, final pre-mission check-in. All callsigns report in," Spearhead reported in.

"UPEO 2, roger," StarSong replied.

"UPEO 3, roger," Toola-Roola replied.

However, there was no response from Akula. The radio-waves remained silent, when UPEO 1 broke it. "UPEO 7. Do you read me? Check in,"

There was still no response. Instead, Akula ignited his magic and sent his response to Spear telepathically, as he wasn't yet ready to speak with them yet. But he had his way of communicating with those he didn't trust yet.

"Okay, were approaching Canterlot now. Once we are inside the city walls, the jammers will leave us and we will be on our own. Akula, you have the duty of finding and destroying the airbase. Once we breach their airspace, Celestia will scramble any and all fighters to defend the capital. When they reach us, just focus on your target. We'll handle the fighters. Understood?" Spear explained. Another magical response confirmed that Akula knew what he was doing.

And now about a few meters from the massive wall that surrounded the city, the UPEO pilots left the protection of the ECM Field and were immediately picked up by hostile radars.

"Okay, here we go! All units, engage!" Spear called out, as the formation buzzed by the wall.

Royal Guards stationed on that part of the wall saw the fighters pass over them and immediately radioed for Air Defence Control. "This is Station 14! NLR fighters just buzzed us at low altitude! They're heading into the city airspace!" One Royal Guard reported, his tone filled with panic.

"Affirmative, scrambling fighters now," The ADC operator replied.

After the spotting, the Imperial radio chatter then went to unprecedented levels. Air raid sirens immediately began to sound in the city. Ponies in the streets panicked and rushed in ever direction to find shelter. Royal Guard stations and Police units throughout the city were put on alert and the AA Defences at the castle were manned, ready to defend their home. Panic-stricken calls filled the radios of the Solar Empire units, as they tried to coordinate and eliminate the intruders.

"Attention all Royal Guard and Royal Canterlot Police stations, attention all Royal Guard and RCPD stations. Hostile fighters have been detected over the capitol. Move out with AA and SAM weapons and intercept immediately,"

"THIS IS STATION 3! WE HAVE A VISUAL ON THE FIGHTERS! THEY'RE HEADING FOR THE CASTLE!"

"VALIANT 1-9 REPORTING! WE HAVE A VISUAL ON THE FIGHTERS! HOW DID THEY GET THROUGH THE DEFENCE NETS???!!!"

"Doesn't matter. Shoot them down,"

"This is Air Defence Control to any and all squadrons in the vicinity of Canterlot. NLR fighters have been sighted in Canterlot airspace. Scramble immediately and intercept!"

"Attention, citizens of Canterlot. Enemy aircraft have been spotted in the city's airspace. All citizens are to find shelter immediately! This is not a drill. This is not a drill,"

Meanwhile, in the castle, Celestia was enjoying a nice cup of tea when the air raid sirens suddenly went off. Twilight Sparkle then rushed in and delivered the news. "Celestia, NLR craft have been spotted over the city!"

"WHAT?!" Celestia cried out in surprise, dropping her teacup in the process, "PUT ALL ROYAL GUARD STATIONS ON ALERT AND HAVE THE ANIT-AIRCRAFT BATTERIES MANNED AND AT THE READY!! CALL IN EVERY SINGLE FIGHTER AND DEAL WITH THESE INTRUDERS AND I WANT CONTACT WILL ALL MILITARY BRACHES IN THE VICINTY OF CANTERLOT NOW!!!!!!!!"

Twilight just quickly nodded and rushed away to did as she was asked, as Celestia rushed after her to join her generals in the Royal Emergency Bunker.

Akula kept his R-201 at rooftop level as he blazed the twin-fuselage attacker through the city. Surprisingly, he could feel the fuselage of his aircraft being peltered by small-arms fire from the ground, as Royal Canterlot Police Department units on the ground opened fire on his aircraft with Glock 19M 9mm pistols, Remington 870 shotguns and MP5SF 9mm sub-machineguns. Although these weapons would have no damaging impact, the police were valiantly trying all they could to stop the fighters.

The changeling just shrugged off the fire and kept looking all over the skyline for enemy jump-jets. But quite soon, he spotted something.

To the West of the city, to his 10 o'clock, Akula the sillouete of a Yak-141 popping from behind the buildings. Akula smiled. 'There you are,' He thought to himself.

But before he could move to engage, Spear came over the radio. "UPEO 1 to all units, we have hostile contacts to the North! Fighters, move to engage!"

With the detection of Solar fighters, Spear, Toola and Star moved to engage the incoming fighters. And once within range, the Imperial fighters were identified. "MiG-23s! Get in close and let them have it!" Toola reported. Quite soon, both sides then opened fire on each other, with 2 Floggers going down in the crossfire.

As the UPEO and Solar MiGs began to dogfight, Akula was closing on the VTOL airfield that the Yaks were operating from. The closer he got, the more he could make out. The Imperial fighters had received the warnings of the NLR attack and were in the process of scrambling to intercept. As of that moment, two Yaks had already taken off and 8 others were in the process of doing so.

But Akula was there to put a stop to it. He lit the afterburners of the two engines and raced towards the airfield. He arrived over the airfield, tucked away by fake buildings that were used to disguise the base within the clutter of the city. But not for much longer. Akula armed his weapons and moved to engage.

Two more of the Yaks on the ground began to lift off the tarmac. However, as the two VTOLs began to lift off, there was an unexpected voice that came over the radio. It was Princess Celestia herself. "All brave pilots of VF-37, our city is under attack. I have personally taken control of all military forces in Canterlot in the light of this event. Protect our citizens and our home from these night aggressors!"

This sudden mini-speech had given the Solar pilots a new sense of duty and honor, and began to climb faster. But it was too late. Akula was already upon them and fired away at the parked Freestyles and base buildings with his AIM-43 BeeHive MIRV missiles. Akula fired away two AIM-43s as they began tracing their targets. But before the missiles made impact, they exploded and released multiple Stinger missiles that spread out and then converged on their targets. The massive spread not only took out their intended targets, but the impacts of the other spread missiles detonated other craft and caused a chain-reaction, with most of the base personnel, fighters and buildings being caught in the blast.

However, the two fighters that had already gotten clear of the detonation remained untouched and then chased after Akula. Both got within range and opened fire with a heat-seeker each.

Missile warnings went off in Akula's cockpit and he popped flares and jinked hard to avoid. 30mm tracer rounds zipped over his canopy, more digging into the tough airframe of the 201U, as the changeling sent out a magical call-out for help.

"Sorry, UPEO 7. I've got my hooves full here!" Toola replied, as she dodged another missile shot at her form a Solar MiG.

"You have to shake them, UPEO 7. I can't help you," Star added, as she chased down the MiG shooting at UPEO 3.

Looks like Akula would have to shake them himself. The Demon Lord threw his Asterozoa left and right, with the two Yaks in close pursuit. Then, Akula chopped power and pulled up, somehow sending the heavy 201 into a flip. The two Yak pilots tried to equal his manoeuvre, but they were going to fast and they overshot.

Akula completed the flip and chased down the two 141s, who where trying to circle around and reengage him. However, they were turning around too slow and Akula got lock on the first Yak, letting loose a BeeHive missile and turning away to engage the other Yak. The first Yak was hit with all four Stingers and exploded, with the wreckage falling into the streets below.

The other Yak, however, began to throw up a wall of flares and chaff, preventing Akula from getting a lock. In response, the changeling closed the distance and opened fire wit the 37mm cannon mounted in the central part of the fuselage. All the shots quickly zeroed in on their target and eventually, the powerful shells ripped off the left wing of the Yak and it was sent crashing into the streets below.

With the two Yaks dealt with and the MiGs on the run, the squadron linked up and then booked it for NLR airspace.

"UPEO 1 to all pilots, how many did you get?" Spear asked.

"UPEO 2, 5 kills," Star reported.

"UPEO 3, 3 kills," Toola reported.

Then, a voice came over the radio that nopony was expecting, "UPEO 7, 10 kills," Akula reported.

"Warming up now, Akula?"

"Yes, commander. But we still have a long way to go before I feel like talking business,"

"Doesn't matter. You've got one more test. Let's get out of here,"

Author's Note

It's been a while since I worked on this story, but I am FINALLY BACK TO MY ROOTS!!!! If you enjoy this chapter, be sure to favourite and track so you know when I post new chapters.

I'll see you in the next chapter!

(NOTE: The AIM-43 'BeeHive' MIRV missile is a fictitious missile that I have given the name to for the MIRV missile used by UPEO. Basically, it resembles an AIM-7 Sparrow, except it is bigger, has the tracking-system used by the AMRAAM and has a MIRV warhead. Oh yeah, and it can lock onto both air and ground targets, like MIRV missiles and most others can do in Ace Combat)