Making his way through the tunnels, Storm Soldier Carter returned as the only survivor of his unit. He and his squad was in charge of holding the line against the creatures. But they were slaughtered to the bone. The resistance was now losing, the tides of war was turning to the creatures' side.

"Carter, did the line hold?" A soldier asked.

"Not even close." Carter said. "They'll be here."

"Go talk to Commander Connor. He's organizing the defenses."

As Carter walked throughout the resistance base, he saw many resistance fighters preparing for evacuation. They loaded their supplies onto carriages being pulled by the strongest Storm Soldiers. The other Storm Soldiers stayed behind to to practice their fighting to the hardest. Traps were set up for the creatures, smoke bombs and flash grenades were being carefully crafted to stun their enemies. As Carter continued his way to Connor, he noticed a unicorn who was part of their group placing his sister on one of the carriages.

"You have to get out of here." He said.

"But what about you?" His sister replied.

"I'll hold them off."

Carter made his way to Commander Connor in his office. Connor's second in command, Leon, stood before him, holding the Staff of Sacanas, the magical staff the Storm King on his revenge against Equestria. It was once in the possession of Twilight Sparkle, but the resistance's best soldier, a white unicorn with a short black mane named Gusty Gallows, also known as Newton, knocked Twilight out to steal the staff. But even with the staff, Phoenix was still outnumbered by Princess Celestia's troops.

"Connor, we didn't hold them back, they'll be here."

Connor let out a sigh. "Well that it's then, we lost."

"We have to evacuate."

"The good news is that we have ships picking up civilians and evacuating them along with the Storm Soldiers as long as we speak." Leon said. "Our troops found a safe patch of land, away from the creatures. And I will be their new king."

Leon was the son of the Storm King. He objected his father's revenge against Equestria after the Storm Kingdom was attacked during a raid by the creatures. As he was captured to be executed by the royal guards of Canterlot, Newton saved him from being executed. The two would head back and become key members of the resistance.

"We aren't taking back the Storm Kingdom?" Carter asked.

"No." Connor sighed. "We failed."

The alarms rang out.

"Oh no, they're here." Connor said.

"Get into positions!" Leon ordered. "Let's get ready!"

The Storm Soldiers readied their weapons as the front line held very large shields.

"Come on, let's do this!" A Storm Soldier cheered.

"Let's give them punishment!" Another added.

"Ready on the traps!" A resistance fighter stated.

As Carter readied his weapon, no creature came into sight.

"Is it a false alarm?" One Storm Creature asked.

"I don't see them!" Another stated.

"Where are they?" Carter said.

"Steady guys, steady!" Leon ordered.

The resistance steadied themselves. Three creatures appeared. One yak, one unicorn, and one griffon. The resistance ran up to capture them.

"Is that it? Did we win?" A resistance fighter asked.

"They're testing our defenses! Stay focused!" Another one answered.

"That's just their scout units, come over here Carter." Connor said.

Carter nodded. "On my way."

Carter made his way to Connor. Connor was preparing to evacuate with Leon.

"Carter, we have to evacuate. But we still have a chance. Grab whatever gear you want and head to the rally point we mentioned. If you're there, get in touch with us. I'm counting on you."

"You got it." Carter said.

Since the Storm Kingdom was more advanced in terms of technology to the other creatures, they invented very lethal long-ranged weapons known as firearms. However, most soldiers choose not to carry them. In favor of old-fashioned weapons such as spears and shields. Carter grabbed a firearm and a large stock of ammunition before heading out.

"Carter, there's an escape vehicle you can use, it's this-"

A large explosion knocked back many resistance fighters. A plethora of creatures came through the hole the explosion came from.

"Celestia's Army!" A resistance fighter shouted.

"It's the royal guard!" Another added.

"Carter, we got multiple breaches! The royal guard are bypassing our defenses! I can't get through to you because the roof's collapsed! You get everyone out your side while I evacuate from here!" Leon said through Carter's earpiece.

"Got it, Leon. Everyone get to the carriage! We're getting out of here!" Carter ordered.

"Run! Run!" A resistance fighter shouted.

Carter fought off an earth pony who held down a Storm Soldier.

"Go!" He shouted to the Storm Soldier.

"You're going down you little sucker!" A resistance fighter said, emerging from cover and attacking a griffon.

"To the carriage, come on!" Another resistance fighter added.

Carter shot down two changelings who ambushed him from behind.

"Take them out!" Carter shouted.

"Got something for ya!" A Storm Soldier said, tossing out a smoke grenade.

"You're gonna die, sucker!" A resistance fighter said after a hippogriff took out his friend.

"Everyone get to the carriage!" A resistance fighter who already made it said.

Carter ran to the carriage after shooting down a yak who struggled with a Storm Soldier. The metal gate ahead of the carriage was the resistance's only means of escape. However, it was closed.

"Get this gate open! Come on, we gotta get out of here!" Carter said.

"It'll take us time!" A resistance fighter said.

"Ok, we'll hold them back!" Carter said.

Carter gunned down a pegasus and a griffon who were trying the flank the Storm Creatures.

"I can see the problem, I can fix it!" A resistance fighter said.

"Do it now!" Carter shouted.

The resistance fought off a dragon trying to burn the wounded soldiers alive. As the dragon dropped to the ground, one resistance fighter took her to safety.

"That's it! I'm opening the gate!"

"Everyone fall back! Fall back!" Carter shouted.

The resistance all got on the carriage as the strongest soldiers pulled the group to safety.

"So long, suckers!" A resistance fighter shouted to the royal guard.

"Connor, we got out! What's your situation?" Carter said to Connor through his communication device,

"Good work, Carter! We're coming up to you now!"

The spotlight shined on a talk show host Nightlight. Creatures in charge of filming the talk show aimed their cameras on Nightlight. Sound and video editors got to work on their jobs. The audience was comprised of creatures from all over Equestria. Stage music began as the audience grew quiet.

"Mares and Colts, please give it up for the captain of the royal guard, Gallus!"

A male blue griffon wearing royal guard armor walked on screen. Gallus was originally a student of Twilight's friendship school, but climbed up the ranks as a royal guard and ended up as its captain.

"And the royal guards' drill sergeant, Tempest Shadow!"

A dark orchid-colored unicorn with a broken horn walked alongside with Gallus. Tempest was the former second in command of the Storm King until the latter betrayed her and seeked ultimate power himself. The Storm King would later be killed by falling off a balcony while being turned into a statue and shattering into pieces down below.

"Thank you, thank you." Tempest said.

"It's so great to be here." Gallus said.

"Now tell me, what about this job you are doing to keep the Storm Kingdom as weak as possible?"

"Oh. That thing." Gallus said. "Five years ago, the Storm King and his army launched their conquest in taking over all of Equestria."

"The Storm King invited me along with my assistant Grubber in taking the magical pearl that resides in Mount Hippogriff. We failed and the hippogriffs went underwater after that." Tempest added. "So the Storm King gave us a new job. Taking alicorn magic to power himself."

"Thanks to the Mane Six, his plans were thwarted along with Tempest's help. Because they played a role in the Storm King's rise to power, we captured some of his soldiers." Gallus said. "They told us from where they came from. The Storm Kingdom."

"At the Storm Kingdom, we did our best to keep the Storm Creatures from rebelling against us. We put them in prison camps, set limitations on what they could do, we took out high-ranking members of the Storm King's castle." Tempest followed.

Gallus then took over. "But one of our guards had enough. He didn't want the Storm Kingdom to be harshly punished. So he broke out with one of our prisoners and escaped."

"The two would then join a resistance force that would fight for their freedom." Tempest said. "It was an ultimate fight, but we crushed them."

The Storm Creatures were being loaded onto the boats as they were being evacuated. Carter met up with his wife and daughter just in time.

"Come on, creatures, let's go!" One soldier said.

"Come on, we're almost there." Carter said to his wife, Lisa.

The three got onboard with some room to spare.

"We got 50 civilians waiting for boarding." A Storm Soldier said.

"Put them on the next ship." His commander said.

Sometime later, the ship took off. The Storm Creatures were settled into the cabins on the ship. For once, they had room to breathe. Carter went down to check on his family.

"We're gonna be safe." Carter said to his daughter, Connie.

"Dad, what about Commander Leon, Connor, and Newton?"

"They're gonna be safe." Carter replied.

"Shouldn't we be at the safe spot of land right now?" Lisa asked.

Leon walked into the cabin to speak to Carter.

"Sir, Connor wants to speak to you."

"Why all of the sudden?" Carter asked.

"I don't know."

"Dad, where are you going?" Connie asked.

"Just wait right here, I'll be back."

Carter then left. Connie was left playing with her Storm King plushie. Noticing a strangely covered Storm Creature, she went over to look at it. The Creature grabbed her.

"Let go of me!" Connie shouted.

The Creature uncovered himself. Then used magic to reveal his true form. It was changeling. And it snuck aboard the ship. Everyone screamed in horror.

Carter made his way over to Connor, who was overseeing the ship being steered by the captain.

"Connor, what is it that you want me to inform about?" Carter said.

Before Connor could answer, a Storm Creature came running in.

"Sir! We have a problem. We found a changeling on deck."

Carter turned and ran below deck.

Carter avoided the screaming crowd of Storm Creatures running away from what they saw. As he made his way to the cabin Lisa and Connie resided, he was attacked by an enraged Storm Creature. He quickly subdued him. As he walked inside, he found it with a handful of enraged Storm Creatures lying on the ground squirming. They made groaning noises as Carter examined the whole deal. As he looked up, he saw Lisa and Connie being threatened by the changeling who snuck aboard the ship.

"Hey!" Carter yelled to get the changeling's attention.

The changeling turned.

"You're just in time to test out our secret weapon." He said.

The changeling threw a small bomb that Carter dodged.

"Ha! You missed!"

A cloud of orange spores erupted from the bomb. All three family members felt a strange parasite crawling underneath their throats. They started groaning, snarling, and thrashing about as their eyes turned from blue to a pale grey. The changeling then left them to their own will as he left to infect the others.

"We even found some of the Storm Creatures attempting to escape their homeland. But luckily, we captured all of them before they could flee." Gallus said. "We used our secret weapon to defeat those bullies."

"Why call them bullies?" Nightlight asked.

"We didn't have any better names. We could them meanies, losers, or stinkers." Tempest said.

"But why capture all of them?" Nightlight asked.

"They attacked us first. We cannot forgive the Storm Kingdom for their actions. They turned our princesses to obsidian, drained all of their magic, and now you're expecting us to simply forgive them for that?" Gallus said.

"I'm not asking that. I'm just generally confused. It's been 4 years since the incident."

"Yes, it has." Tempest said. "The Storm Kingdom is no more."

Author's Note

Before you ask, this story is marked as an alternative sequel to my previous story, Freedom Fighters. For one, Phoenix has to lose in order to keep this story going. Plus, Newton isn't the main protagonist here.