The Seventh Element

Chapters

Memories
Exorcism
Gotta Start Somewhere
Base of Operations
Lover's Quarrel
First Contact
The Gryphons
First Contact
Delusions of Grandeur
Moon Base
¡Viva la Revolucion!
Ponyville
Reinforcements
To Put Out the Sun
Falling Out
Worry
The Beginning of the End

Memories

Memories

As Luna walked through the Everfree forest she found her thoughts returning to the events of the day before. Well, how couldn't they? Her sister had just made it incredibly clear that she was not the least bit excited to have her sister back and that having Luna around must be nothing more than a pain in the plot for her.

She didn't quite know where she was supposed to be going in the first place, it's not like "You know the place" actually works, this isn't some spy novel, how the heck was she supposed to know where "the place" was? Stewing in her own sour thoughts, Luna paid no attention to where her hooves were taking her.

Lost in thought she hadn't noticed the river until she started to get close and the its roar grew louder and louder. Stopping on the bank she looked up and down the raging river and quickly decided that the only way across was to swim, but that would be difficult and get her mane all wet and she could fly, so why not?

As she spread her wings, she noticed some odd looking thing on the ground. It was a dirty blonde tuft of hair from..... A mustache?

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Floating through the air

A serpent in the river

SLICE

A scream of terror

Luna staggered backwards, the scene had ended just as suddenly as it began.

'What in Equestria was that?'

She stood there for a moment longer, examining what she now knew to be the serpents mustache.

'Did I...?'

She looked around for the serpent, but he was nowhere to be seen.

She flew over the river and kept walking as she tried to push the mustache from her mind.

Luna couldn't remember much of the last millennium or so, but she was fairly certain that had never happened before. But the more she thought about the flashback- Flashback? Is that what it was?

She already knew the answer: Yes. Something about the river had brought back a memory of her time as Nightmare Moon.

'But what does it mean? Why now?'

Still not knowing where she was or where she was going, Luna continued to let her hooves guide her as she became lost in thought once more.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The sun was going down and clouds were gathering ahead. Luna had been wandering through this stupid forest for hours now and still had no idea where she was supposed to meet Trixie! There was one last path to take and then she was going to call it quits, what can Trixie do to help anyway and why does it have to be in the middle of this forest?!

'Last chance Trixie, if it's not down here I'm leaving!'

She began to walk down the path that seemed to lead towards a cliff. As she drew closer she realized that there was no way across it. Well she could fly, but Trixie can't, so there was no way she would be over there. On top of that the fog and clouds had rolled in and it began to sprinkle so she turned to leave.

'Guess that's it, time to head back. Darn it Trixie, why did-'

But then she saw it. A rickety rope bridge spanning the Chasm.

'A pony made bridge? I must be close, there can't be anywhere else we were supposed to meet. Unless she expects me to find her hiding in one of these trees.'

Luna smirked at her own little joke as she walked over the bridge.

Halfway across she stopped. Something wasn't quite right about this bridge, she quickly looked behind her. Nothing. Something was odd here, but she couldn't quite figure it out, it was almost like she was-

"Being watched?" The disembodied voice was almost a whisper, coming from seemingly nowhere.

"Who's there?!" Luna called in to the fog.

No response. She lifted her hoof to begin moving again when she noticed a shadow, a silhouette standing at the far end of the bridge. She squinted at the figure trying to bring it in to focus through the dense fog.

'You! Y-You look familiar, do I- Aghh!'

She stood at the far end as the unnatural fog rolled over the bridge

She watches as they test the boldest of the group

Uncontrollable rage and hatred as they defeat her minions and advance on the castle

She flees inside, preparing

She groaned as her mind returned to the present day.

"Not again! I don't think I can do another one of those..."

She looked around for the figure, a shadow of the creatures she had created to stop the wielders of the Elements of Harmony, but of course it was gone. Had she just imagined it, or was it really there?

'I'm losing my, mind'

It wasn't so much the flashbacks that were worrying her, she always expected that she would one day remember some of her misdeeds, no, she was prepared for that. What really bothered her was the emotions that came with them. How she was so mad at those six ponies for passing every obstacle she put in front of them, how much she wanted to... Hurt them. Of course everypony has those moments of rage and fury, but the difference with Luna is that she was okay with the thought, she felt justified, and even the thought of revenge didn't burden her conscious.

And that wasn't a good sign.

She sat back on her haunches and shook her head vigorously trying to clear her mind, her light blue mane floating gracefully in its wake.

'Why me? I was born a princess and I inherited control of the moon. All I wanted was a little recognition for my work, for somepony out there to enjoy my beautiful night. I mean... It's only fair right? I could do it. I have the magic to stop Celest- NO! I won't! I can't go back, this isn't me, I'm not that type of pony anymore! I won't let my thoughts go anywhere near that path! I won't, I won't '

"I WON'T!"

Crows flew from the trees before her as she yelled the last words out loud. A short distance away she could see a castle's ramparts poking above the tree line. The rain was picking up.

'That's the same castle I saw in that flashback...'

Trixie or not, Luna had to see how far these memories went, so she pushed open the door with her hoof and entered the castle.

She walked in to the entrance hall and had just enough time to take in the dingy scenery before collapsing to the floor.

Exorcism

Exorcism

Luna had been out cold for no more than an hour before she awoke in terrible pain. She began to writhe on the floor. As the others noticed what was going on Princess Luna let out a blood curdling scream of agony.

Her mind went in to overdrive as memories and emotions from Nightmare Moon came flooding back to her.

Arguments with her sister, the anger she felt at the ponies of Equestria for not loving her, joy as she watched cities burn and ponies die, the hatred and lust for revenge when she was banished to the moon.

Luna began to panic. She got to her hooves and did all manner of things to try and make the flood stop, from stomping her hooves in to the cobblestone below or bucking the castle wall. Where was this coming from? Why couldn't she make it stop?

Trixie used her magic on Luna in vain attempts to help the poor princess.

'Agh, what's going on? Make it stop, I can't take it!'

'Then just give up, it would be so much easier.'

'You!'

In an instant it all made sense. These memories, these emotions that she couldn't bear to admit were hers... They weren't. That other voice proved it, she wasn't alone inside her own mind and she knew exactly who it was in there with her. The Elements of Harmony hadn't destroyed Nightmare Moon, they only locked her away deep within Luna.

"Get out of my head! You've ruined my life, I don't want you inside me!"

Luna struggled to get to her hooves.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"I say Luna, who ever are you tal-"

"Get OUT! I will not become you again!"

Magic began to ark off her horn like lightning, scorching the walls, ceiling, floor and shattering windows.

"I was afraid of that."

"Afraid of what? What's going on?!"

"The Elements of Harmony did get rid of all traces of hate within Luna, she is pure and good, her heart no longer tainted, but it couldn't destroy Nightmare Moon so instead-"

CRACK

They ducked as a bolt of magical lightning hit the ceiling above them and sprayed them with chunks of stone.

"Y'all all right?"

"We're fine, is there anything we can do for Luna?"

"She's an Alicorn... My magic can't compare to what she is throwing off over there."

Luna let out another scream that was drowned out by the thunder outside as she fought the monster within.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

She could tell the others were speaking, but she had no idea what they were saying. Luna did her best to keep the bursts of magic away from them, but it was becoming harder and harder as her hatred for this creature inside her increased.

'Luna darling, you act as if I'm a stranger. I'm you. We are one. You created me. Don't you remember how it was when we rose the Moon and Celestia the Sun? They ignored you. Your subjects preferred your sister's day to our night, they slept through it and stayed indoors when the moon was out. You were forgotten and they loved your sister more than they loved you.'

Tendrils of magic began to creep down her horn and around her body as Nightmare Moon tried to take control. Her mane was changing, it had begun to flow like her sister's. The light blue was slowly being replaced with Nightmare moon's dark mane. Black spots began to appear all over her body, they moved and changed shape across her coat.

An aura of dark magic formed around Luna forcing the others to back away, there was nothing they could do anyway, this was a conflict only Luna could resolve.

Her teeth were clenched from the strain.

"I won't... Let you... Win!

She spread her wings as if to fly away. The magic erupting from her horn had long since stopped and it seemed it was all being kept inside, like she was going to burst at any moment.

Nightmare moon spoke through Luna.

"Don't you want to be loved? Wouldn't you like the recognition your sister has? The recognition you deserve? Don't you want them to love you?.... Don't you want them to love us?"

Something snapped inside of Luna at those last words. Love us? How dare she compare these two separate entities! They were nothing alike, they couldn't be more opposite from each other and although they may share the same body... They wouldn't for much longer. With an almighty force of will she used every last ounce of strength she had to expel Nightmare Moon from her body.

"Hnnnng!"

The aura of magic imploded, then expanded violently, forcing Trixie to throw up a shield and tearing a hole in the wall behind Luna causing part of it to collapse and spewing rubble all over the place.

Applejack slowly relaxed as she realized Trixie had protected them and began looking for Luna while the dust from the collapsed wall started to dissipate.

"Luna?"

"You there, Princess?"

The dust began to clear and as it did Trixie lowered the shield so they had a clear view of Luna.

She stood there, all four hooves spread as if trying to resist being blown over. The storm was passing, but smoke was coming from random spots in her coat as rain entered the castle through the hole in the wall. Her breathing was heavy, but otherwise she looked fine.

"I say dear Luna, are you okay?"

Sir Klass adjusted his monocle to get a better look at Princess.

"Luna? You okay darlin'?"

She was panting slightly.

"Yes, your princess will be fine."

She adjusted her stance and began to walk towards the others.

"I'm fine, do not worry."She assured them.

Luna got her first good look at the castle which now had a large, er- window...

"I take it this is 'the place'?"

Trixie gave a weak smile,

"Yes, this is it."

Luna should have been mad that Trixie had tricked her in to this, she felt like had she known what Trixie intended, she wouldn't have shown up. But she was glad. She felt much better, it was like lifting a weight off your shoulders that you didn't even know was there. For this last year she had been a shell of her former self and didn't even know it. Now that Nightmare moon was gone for good she felt like a new filly! Things made sense and she understood not only why Trixie had brought her here and why it was necessary, but why these other ponies were here as well.

"You were right Trixie, that was risky... But what you're planning next can be even worse, worse for everypony."

"I believe we do know the risks Princess. If there is one thing I am other than classy, it's intelligent. I weighed the risks and my people are willing."

"As are mine princess." Said the pony with the vine for a cutie mark.

"I don't 'ave any 'people' but I do have this!"

Applejack began rummaging through her saddlebag.

"After havin' to run around and find 'em last time, we decided it would be better t' keep 'em close by."

She pulled out her Element of Harmony.

"I'm the most honest pony you're ever gonna meet, princess and I can honestly say tha' what Celestia did to you... Well she ain't been very honest, has she?"

"I think you already know you have the support of the Star Swirls"

"There is no going back after this. You know the risks, are you sure you're willing?"

"Eeyup" Applejack laughed at her inside joke.

"Madame Luna, you have my full support!"

"We have some tricks up our sleeves, don't worry princess."

The green pony winked at Trixie.

"I've known you for a year princess. Good luck getting rid of me now!"

Luna smiled at the other ponies. This is the beginning, time to make things right.

"Well then, let's get started!"

Gotta Start Somewhere

Gotta Start Somewhere

Luna walked over to the hole in the wall as Trixie and the others began picking up rubble.

She noticed her hoof was wet and looked down to see that she had just stepped in a puddle inside the castle (rain could now get in after all).

She lifted her hoof and looked at her reflection. Wow. The internal change she knew about, but she didn't know she looked different too. It looks like she had some traits of Nightmare moon, she was now a midnight blue, she was taller and she had a starry mane.

'I can live with this, I don't look too bad.'

Heck. She was beautiful!

A drop of water fell from above and sent ripples through the pool of water. She looked up to see the moon was full and at its highest point. She couldn't help but smile at its beauty. Of course she was biased, but nevertheless she had always felt night was the most peaceful.

Luna watched as Trixie began placing whatever undamaged bricks she could back in to the wall. When she finished it looked like a jagged mess.

"Would you like some Help Trixie?"

Without waiting for an answer the mare touched one of the bricks that was sticking out with her horn. The edges of the hole began to shine brightly and slowly take the shape of a perfect circle a hoof or two off the ground, making a large observation window of sorts.

"I will never understand your pony's magic" Trixie said in awe.

Luna was impressed as well, unicorn magic can't manipulate physical objects in such a way. Unicorn magic usually surrounds whatever they are trying to affect with a magical field and then they just move the magic around. This pony seems to be making things change their form.

"How did you do that?" Luna asked her.

"Well, the explanation is a bit long, Princess."

"I spent 1000 years on a moon and thousands before that, I live for quite a while" Luna smiled down at her.

She returned the smile.

"Well, where to begin! As you know, unicorn magic is really good for things like moving objects and the occasional forcefield, but that is about it really. Well that's helpful, but not all the time, so we use and ancient form of magic that has been passed down among my ponies for untold eons. This method of controlling magic is different. Instead of focusing on large scale manipulation, which we can still do by the way, we move things on a much smaller scale."

"What do you mean?"

"Molecules!"

"Molecules?"

"Molecules." She grinned at Luna's apparent lack of understanding.

"We're from pretty far away Princess, we study magic a bit different than you.

Basically, everything in the universe is made up of molecules; that grass, these stones, the moon, you and me. If we're all made of the same stuff, why are we so different, right? It's because of the order the molecules are in. So we just rearrange things and that turns it in to something different!" She seemed very excited to be explaining her magic to Luna... Either that or she just couldn't help smiling and hopping up and down in place at random times.

"So you can turn dirt in to a building?" Luna asked raising an eyebrow, clearly skeptical.

"Well, we need equal ingredients, you can't make something from nothing! It's all about equivalence, I pay 2 bits I get an apple not a new house, I have ten stones, I can only make something with the same mass. That's why there is still a hole in the wall, it just looks nicer." She smiled at her work.

Luna's brain had a slight itch, this pony was either a genius or crazy. The story sounded a bit familiar though...

"I'm Gaia by the way!" She held out a hoof. "I'm sorry we didn't get a chance to talk earlier, you seemed busy!"

Luna shook her hoof.

"Its a pleasure to meet you Gaia."

"Like Trixie said, She'll never understand you." She gave Gaia a wry smile.

"An' I'll never understand either of you! Can we get this meetin' started Princess?"

Luna answered without taking her eyes off of Gaia.

"Yes, let's."

There was something odd about those red eyes, but she felt it would be rude to ask.

The four of them walked over to a round table that had been set up by Sir Klass, which he was now setting tea and crumpets on.

"Where in tar-nation did you get all this stuff from Klass?"

"A true gentleman is always prepared my lady."

"Yeah, but that there table-"

"Would you like one lump of sugar or two Miss Applejack?"

Applejack decided it really wasn't worth continuing.

"Er- one"

They took their places at the table, Luna sat down with her back to the moon that was now visible in the new window behind her. The others looked at her with admiration.

Luna was a bit embarrassed by the looks on their faces. She shifted uncomfortably in her seat before beginning.

Well, um. You all know why your here.

Starting a rebellion wasn't as easy as one would think.

"I guess I should get to know who I'm working with better first, right?" Nopony said anything. "Trixie, I know you. And Applejack now I remember you."

Applejack nodded.

"So how about you Gaia?"

"Well, I live in the whitetail woods with my fellow ponies, the Gaians-"

"Wait." Luna cut her off, "So you're Gaia the Gaian?"

"Yes, unique isn't it?" She said with a cheery smile! "Anyway, we Gaians are very technologically advanced, but we try to be nice to our forest with what we create, some of us call it being eco-friendly. Most of our inventions are centered around cleaning up our environment and taking care of the creatures we live with. We're nice to them and they're nice to us!"

There was a pause while Luna wondered why Trixie had brought Gaia here.

"Oh and we have guns. Lots of guns! Big guns and little guns and tiny weird guns that turn ponies inside out!"She was still smiling....

She rubbed her chin with her hoof and looked at the ceiling.

"Actually now that I think about it, we have more military inventions than anything else..."

Seeing the look of confusion on Luna's face, Trixie chimed in.

"They have the equipment, but not the stallion-power Princess. The Star Swirl Society has known about the Gaians for some time because of their odd magic, but their military and technological advances are a recent discovery."

Seeing Luna struggling Trixie pulled out some parchment.

"I think I can help you out, Princess"

'Oh thank you, Trixie!'

"This is a little checklist Trixie has prepared. Things we will need if we are going to get Luna back to her rightful place as at least, an equal to her sister!"

"A list?

"Yes, a list. Trixie finds them very useful for organization." Trixie said with a smile.

And you and Twi' hate each other?" Applejack gave her a skeptical look.

Trixie's brow furrowed at the thought of Twilight Sparkle

"Yes, we aren't exactly friends."

"Well fer two mares that don't like each other, y'all sure are a lot alike, sugarcube."

Trixie looked as if she wanted to knock that smug smirk right off of Applejack's face.

"I say ladies, please do keep it classy, blood stains are terribly difficult to remove from one's mane."

"Just bein' honest" Applejack gave Trixie the best trolling smile she could muster.

"Er- So Trixie, what is first on this list of yours?"

Trixie stopped glaring at Applejack and instead glared at her list.

"Well, first things first; We need to know what our ultimate goal is. I assume, Princess, that you just want to be an equal to your sister?"

"That's the best case scenario, yes."

"Okay, well then we need to decide what sort of resources we will need and what we currently have."

"I am quite good at numbers and I am more than willing to keep track of such things. I am the mayor of Manearola and being a classy society, we have vast economic wealth! Funding, my fair Princess, will not be a problem. Your troops will be equipped with the best bits can buy and I do say they will be the classiest on the battlefield!"

He gave a short, very classy, chuckle.

"Speaking of troops, Princess, we are lacking in that department. We have specialists from the Star Swirl Society and the Gaians, but neither group is really trained for front line battles."

"Well, I didn't think we would be able to pull this off with only the few of us in this room."

"Of course not, that's next on the list though. I was thinking we could try to get the help of the Gryphon kingdom to the North, I can't see Cloudsdale helping us much, so we will need another form of air defense."

"I'll see if I can get the gals to join us. You have one element, Luna, but the more you have the better."

"Well if that is all we have for now, then it will have to do until we can find others who sympathize with us."

She looked around at the rest of them.

"What's next Trixie?"

"That's about it actually, we just need our orders."

"But, wait... We need some sort of headquarters don't we?

Trixie gave a mischivious grin.

"Oh, don't worry princess... I've got that one covered." Trixie explained her ideas for their base of operations.

Luna became more and more impressed as she listened to Trixie's plan...

"It's settled then! Gaia, get us some ponies to build, Sir Klass, get the supplies. We'll meet you both there as soon as you're done. Be discreet, if Celestia finds out about us now, we've already lost."

"Yes Princess."

"It shall be done!"

Luna turned and watched as the moon began to set.

Base of Operations

Base of Operations

They were standing in front of an unassuming shack.

"This is it?"

"We like our privacy."

"Well lead the way, then."

Luna followed Trixie as she entered the shack. It was a bit cramped for the two of them and Luna had to keep blowing Trixie's mane out of her face.

"Here we go Princess."

Trixie's horn began to glow and the floor beneath them started to rotate and descend. As they went further down it went pitch black. They sat in silence for a few moments until a sliver of light appeared at their hooves and slowly expanded up their bodies. When it reached her face, Luna could see a beautiful hall before them!

It had polished dark wood floors with marble walls that had occasional magical symbols floating around on them. At the end of the hall was a fountain with a unicorn wearing the same type of hat Trixie did and spouting water out of his horn. Unicorns of all shapes, colors and sizes were scurrying about on their way to doorways that were concealed within the marble walls and apparently only able to open through the use of magic.

"This is the Atrium. It's quite beautiful really."

Trixie admired the Atrium with pride! The elevator had stopped and they'd been standing there for more than a few minutes before Trixie seemed to remember why they were there.

"Oh, yes. This way Luna"

They walked to a nondescript bit of marble wall where Trixie used her horn to open a passageway. The hall wasn't nearly as beautiful as the Atrium, but it was quite nice. The walls were lined with smooth stone and had torches placed along the walls at regular intervals.

As they walked Trixie began to elaborate on her plans.

"Well like I told you Luna, we have a very quick form of transportation-"

"Teleportation, right?"

"Yes! Well no actually- It's more of a portal than anything, so it's not really teleportation. It's quite simple though really. We found the plans inside some ancient ruins a while back; the whole place was filled with odd machines, cubes with little hearts on them and odd hieroglyphs that depicted cake, but everything was overgrown and none of the machines worked."

"Anyway we brought the plans back here, created a spell with them and after some basic testing we found that we can walk through the portals from one location to another, no matter what the distance, almost instantaneously!

'This sounded amazing!' Luna couldn't wait to see it in action.

"So how do we get the portal to the second location? Does somepony have to be there to cast the spell, or do we... Do we..."

Luna had lost her train of thought for they had just reached their destination. They had left the hallway and were now looking at a massive room filled with walls coated in some sort of white paint. It gave the room a very sterile feel and made it very bright, she had to give her eyes a moment to adjust.

It looked like they were doing experiments with the portals Trixie was talking about. In one corner there there was one portal above another with a muffin falling between them inside a glass case. Two ponies, one with bubbles on her flank and a blonde mane and another with a muffin for his cutie mark and slightly pointed ears, were darting around the container like hyperactive dogs trying to get a ball out from under the sofa.

In another part of the room they had one portal high on the wall and another on the floor and were dropping things in to the floor portal and watching as they'd go through and them be jettisoned across the room.

"Wow Luna, this portal thing looks pretty awesome!"

"Yeah, it was a lucky find, infinite applications! We'll be working from over here, Luna."

Trixie led Luna to a platform in the middle of the room.

"Honestly Luna, the great and POWERFUL Trixie and her assistants have this part handled, all you really need to do is sit back and enjoy the show!"

Trixie began to work with the other ponies making sure everything was ready for whatever they were about to do.

The ponies who were watching the falling muffin took a break to walk over and sit on either side of Luna.

"Hello!"

"Hello there. I'm Luna, what's your name?"

Her golden eyes were a bit crooked.

"Oh, I know who you are Princess! You're why I'm here! I wants to help you fight Celestials!"She sat on her haunches and began shadowboxing, but not very well.

"Well that and...She looked around to make sure nopony was eavsdropping. "They know how to make infinite muffins really fast!"

"MUFFINS?! Where? Where are the muffins? I need muffins! Muffinsmuffinsmuffins!!!"

The first pony leaned over Luna so she could talk to the one yelling about muffins.

"No, no Alun, we have muffins later!" She leaned closer to Luna and whispered "He's a bit obsessed... And a little slow She spoke normally "But I love him!"

"Love you too Derpy Hooves." He looked at her, cross eyed as well, and smiled.

These two were definitely a bit odd. Derpy spoke kind of funny and Alun seemed to have a muffin problem. Thankfully Trixie seemed to be wrapping things up which gave Luna an excuse to look away.

"Everything seems to be in order! Are we ready?'

"Everything is green Trixie, just give the word."

"Okay then. On my mark. 3....

The unicorns began to make a semicircle about ten hooves behind Trixie.

"2..."

A unicorn put his hoof on a switch at a console at the far end of the room.

"1..."

Trixie's horn began to glow and a field of magic rose in a cylinder around her hooves.

"Go!"

The unicorn flipped the switch causing the roof to shift and split in to triangular sections as it rumbled open, giving an excellent view of the night sky and full moon.

The horns of the unicorns that had formed around Trixie began to glow as they added their magic to hers. Derpy threw her hooves over her head and cowered, Alun began watching the muffin again.

The light around Trixie's horn was too bright to look at without squinting, it seemed to darken the rest of the room.

A huge beam of magic shot from Trixie, just as Alun yelled,

"To the mooooooon!"

Luna put a wing in front of her as a shield just as the other unicorns (and Alun) were blasted backwards by a rush of wind!

The beam went soaring in to the sky and hit silently, thousands of miles away, on the moon.

There was silence. It seemed to be over....

Luna lowered her wing and saw Trixie leaning on her front knees.

"Are you okay Trixie?" She called.

It was a moment before she responded.

"Yes, yes I'm fine! It's usually difficult, but with the distance and all it was a bit harder this time. No worries though!" She stood up. "I'm just fine... Now, let's see how our aim was, shall we?"

As the other unicorns got back on their hooves Luna and Trixie went over to a wall that had an ever so tiny window in it. Through the window they could see that it was another small room with a portal in it and through the portal they could see the Lunar surface!

"Yes! We did it!"

The unicorns began to cheer and high-hoof each other. After all that effort, it better have worked!

"Now all we have to do is wait for-"

"Gaia?" They turned to see Gaia prance in to the room wearing bulging saddle bags.

"Excellent timing Gaia! You said you would have a solution for the whole vacuum suction problem?"

"Indeedly-doo!" She pulled out a pole on a tripod with an odd egg shaped device on top."Just throw this bad boy in there and you have an instant habitable zone!"

"No time to waste then!"

Trixie erected a forcefield around the entrance to the portal and opened the door. Gaia threw her odd probe thing in to the forcefield and watched it through the portal.

It was difficult to see through such a small hole, but it seemed like everything on the other side was within a thin green bubble.

"Did it work?"

"Only one way to find out" She nodded at Trixie.

Trixie took a deep breath and dropped the forcefield. The ponies felt a light breeze go past them in to the portal, but other than that... Nothing happened.

"Oh good, it worked!"

"Gaia, I take it you will be in charge of getting us set up here?"

"Leave it to the Gaians!"

No sooner had she said it then ten or twenty unicorns, pegasi and earth ponies of every shade of green you could imagine and all with red eyes came through the door, and began setting up shop with their strange machines. A shy looking pegasus with a pink mane and yellow coat poked her head in after the wave of green subsided.

"Fulltershy? I thought you were still in the whitetail woods taking care of those beavers that broke their dam?"

"Oh, yes, well... I -um. They were getting along fine without me, so I thought I would- you know- if you want me to that is..."

She looked at the ground.

"We would love your help Fluttershy!"

"Really?"A big smile spread across her face."Oh thank you!" She fluttered in to the room and landed next to Gaia and the Princess.

"Fluttershy I thought you were living in Ponyville?.

"Oh, well I was, but one day when I was making a house call to a bear with chiropractic problems, I met the Gaians and, well I thought they were a lot like me, so I decided to go live with them for a while! Besides I had never been that deep in to the Whitetail Woods before."

"Well we're glad to have you here with us Fluttershy."

"Thank you Princess- Oh I almost forgot!" Fluttershy pushed her mane out of the way to show a necklace she was wearing with a crystal pink butterfly set in it."It's my Element of Harmony. I thought you might be able to use it!"

"Yes, Fluttershy, that is very helpful, thank you!"

The yellow pony made a "squee" noise. She was very happy to be useful!

The Gaians had already started moving equipment and supplies through the portal setting up a base camp on the moon.

"They sure do move fast!"

"No time to waste Princess, we've got a lot to build. Our magic will help, but we still need the raw materials."

Fluttershy started looking around and then frowned.

"I-I heard that Applejack would be here... I was looking foreword to seeing her."

"She's trying to gather your friends. We need all of the elements we can get. If we had all of them, then none of this would be necessary, but since we know Twilight won't join us, we have to get as many as we can."

"I hope she doesn't take it to hard when Rainbow Dash says no... They're best friends, I can't bear to think of what this might do to their relationship... Or any of the others either..."

"All wounds heal with time Fluttershy. Trust me, some day it will be like it once was."

"Are you sure Princess?"

She looked Luna right in the eyes.

'I sure hope so.'

Lover's Quarrel

Lover's Quarrel

8 Months Prior

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Applejack was sitting in front of the vanity mirror in her room, brushing her mane, getting ready for tonight.

They had met almost two years ago and had been instant friends, but ever since Twilight Sparkle had shown up in town and started showing everypony the magic of friendship, Applejack had noticed that she was starting to feel something for this pony. Actually "starting to feel something" was a lie, and Applejack knew it. Her feelings had been growing for quite a while, to the point where she knew that she would have to do something about it.

'And tonight's the night!'

Rarity was hosting one of Pinkie Pie's famous parties at her house and Applejack had told herself that she was going to make her move tonight! She knew they'd be there, she just didn't know how she was going to say it.

'That's a problem for later'

Applejack put on her favorite Stetson hat. The hat that had become a part of her persona ever since it was given to her. She didn't like getting all dolled up, but...

Tonight she was going to need all the help she could get!

Applejack went down stairs and opened the front door.

"Granny Smith! I'm goin' out now, I'll see y'all later!"

Granny Smith's voice came from the living room.

"You're moving out now? Alrighty then, be sure to visit!"

"No granny, I-"

She could hear Granny Smith snoring, so she just rolled her eyes and closed the door behind her.

It was early evening, with a cool, calm breeze that sent Fall leaves tumbling to the ground. Applejack always loved days like this, everything just seemed so calm, at peace. She walked off to meet Twilight at the bridge in to town.

The sun was already well on its way to its home behind the mountains when she had reached the bridge.

"Wow Applejack, you look great! Did you do something different with your mane?"

"Why hello there Twilight! That's mighty kind of you, thanks, but nah, I jus' brushed it out."

"So, are you ready? Tonight's the night!"

"Ready as I'll ever be I suppose."

Honestly she was getting butterflies. She would know what to say when she got there, but she was going to be more nervous than she'd ever been. In fact... Doubts were creeping in to her mind.

'Maybe this wasn' such a good idea. I mean, what if I mess up? I don' want t' hurt our friendship... No, it's not going to work. I'm just gonna go back home.'She was tossing looks over her shoulder, planning her escape, hoping Twilight didn't realize it. "If I just make a break for it maybe-

"TWILIGHT!"

She began to kick wildly as Twilight lifted her off the ground and continued walking with Applejack floating alongside her.

"Twilight Sparkle, if you don't put me down this gosh darn second, I'll... I'll..." She accentuated every word with a kick, but Twilight just kept her floating along. Eventually she just gave up, crossed her forelegs and wore a pouty face as they floated towards the market. When they reached the first store Twilight set her down.

"Now, I'm going to release you, but if you try to run again, I'm just going to have to carry you all the way there. Are you still going to the party?"

Applejack glared at her.

"Yeah, I'm goin'. She grumbled.

"What's that? I can't hear you Ms. Grumpypants!"

"I'm goin'! Now will ya let me down already?!"

"Good." Twilight set her down with a smile. "Let's go!"

Applejack followed grumpily in her friends hoofsteps, her annoyance quickly being replaced with more butterflies as she noticed other ponies who were going to the party, staring at her.

'No, no! That's just your imagination, your mind is playing tricks on you! Nopony is looking at you.'

"Look Applejack, everypony is watching you! Applejack slapped her hoof to her face. "I told you that you looked good, you have nothing to worry about, your special somepony won't be able to resist you!"

It wasn't very encouraging, but it did help a little bit. That changed of course when they were within sight of Rarity's house.

"I don' know Twi', I- I don't think I can do this! I... I'm gonna go!"

She hadn't even gone three steps before she was floating backwards in to the party.

"Sorry Applejack, but as your friend, I think you should do this and I'm not leaving, or letting you leave until you do."

Twilight walked the two of them up to the table where Rarity and Pinkie Pie were sitting. Twilight let Applejack go. Applejack gave her a dirty look before greeting the others.

"How y'all doin'?"

Hearing Applejack's voice the others turned around.

"Twilight, Applejack, darlings! How are you this evening?" Rarity gave Applejack a better look. "Oh, Applejack! You look simply divine! Did you do something with your mane?" Rarity frowned a bit. "You know it would look so much better without a hat."

"I like mah hat!"

"Quiet you silly fillies! We have more important things to worry about than manes and hats! There is a party going on! Pinkie screamed in the direction of the DJ. Pump up the voluuuuume!"

The blue haired pony obliged.

"Come on twilight! It's time to PAAAAAARRRTAY!"

Pinkie Pie grabbed Twilight's hoof and tossed her, through the air and in to the growing crowd on the dance floor.

"Pinkie Piiiiieeeee!!!!!!!!!" Twilight screamed as she flew through the air! Pinkie Pie got on the table and jumped off right in to the middle of the crowd as if she were a diver going in to a swimming pool!

Rarity and Applejack couldn't help but laugh at their crazy friend, it took them quiet a while to stop... Until they saw the two dancing. Pinkie Pie was doing some sort of dance that resembled an epileptic seizure and Twilight had that "don't touch me I'm concentrating" look on her face as she mouthed the numbers "One, two, three. One, two, three." That set it off! They couldn't stop laughing at the ridiculous dance moves for what seemed like forever and every time they stopped, it only took a look at Pinkie flopping around to get them going again!

Several minutes later, as Applejack wiped the last tear from her eye and tried to rub the cramp from her cheek, she remembered why she was there. She began looking around the dance floor for a specific pony...

"Looking for somepony darling?" Rarity winked at her.

"Yeah, I- Hey! What's with the wink?" Applejack asked accusingly.

"Twilight told me, dearie! Why do you think we're having this party? Oh, it is so cute that you are finally going to-"

"What do ya mean, finally?"

"Oh, Applejack, you aren't very subtle, dear."

'Great.'

"Yeah, well whatever... So, have you seen R-"

"RAINBOW DASH?!" Rainbow Dash burst through the front door and landed gracefully on the table they were sitting at, followed by a quickly dissipating rainbow. She stood there for a moment, majestically as her mane settled from the sudden entrance.

"Yes!"Applejack said a bit too loudly... She couldn't help it! There was just something about being around her that made Applejack excited, especially after an entrance like that!

Applejack cleared her throat, "Yes, actually Rainbow I was looking for you."

Rainbow dash was a bit taken aback.

"Oh, er- you were? Because you know, I was just being, well, me."

She grinned sheepishly.

"I didn't really think anypony was looking for me."

"Well, I-I was. Can I talk to you?"

Rainbow gave her a blank look.

"Privately?" Her face was getting warm as she avoided looking at Rainbow Dash.

"Anything for you AJ!"

She liked it when Rainbow Dash called her AJ. Pinkie Pie had used it first a while back, but Rainbow was the only one who did anymore. That was okay though, she preferred it that way.

They walked to the second floor balcony Rarity had pointed them towards and closed the door behind them, drowning out most of the party. Rainbow stood near the door as Applejack walked towards the railing. Applejack didn't know where to start, she had run through this so many different times in her head, almost all of them ending in some friendship-annihilating way where Rainbow dash called her all sorts of names for having feelings for another mare, let alone her-

'No! No, that ain't going to happen! We're friends, she would never say those things.'

Her imagination didn't always end the night badly and that's why she was here! For that sliver of a chance!

Rainbow Dash broke the silence.

"So you wanted to talk to me?"

"Yeah... Rainbow. I just wanted to say... I wanted to tell you that- I" Applejack rubbed the back of her head.

"Spit it out Applejack!" Rainbow was just teasing her like usual, it was their standard routine.

"Okay, Rainbow dash, I-

'Take it slow'

"-Do you remember when we first met? You crashed in to me and spilled my apples everywhere!"

Rainbow leaned back and held her ribs as she laughed at the hilarious memory.

"And that one apple flew in the air and landed on your head!"

Applejack smiled, she had forgotten that part.

"Yeah, and after we cleaned up, we raced back to the barn."

Rainbow walked up and sat next to Applejack, both watching the sunset.

"Yup. You sure were tough to beat."

"I couldn't let a pegasus beat me in my own orchard without a fight!"

Rainbow gave her a mischievous smile and a wink.

"That day while we were racing, I ran faster than I had ever run before! I could feel the air rushing in and out of my lungs, my heart beating against my chest! (ironically similar to how it was now) I had never felt more alive! You really brought out the competitive side in me! That day I knew we were rivals! Alway-

"Always pushing each other further and harder than we had before, each giving it their all and never letting the other give up."

Rainbow leaned over and playfully bumped Applejack with her shoulder.

Applejack, was turning pink.

"But somewhere along the way, things changed... We weren't just rivals, we were friends. As friends we didn't just try to beat each other, we got to know each other, we became closer. Best friends even."

Rainbow was looking a bit embarrassed herself. Neither were really making eye contact, instead they were looking towards Canterlot and the small sliver of sun that was still visible behind it.

"Well. I- uh." She wasn't really sure what to say next. "I just felt like, you know... That if you wanted to, if you felt the same way, I-I mean if it's okay with you-"

"I thought I was talking to AJ, not Fluttershy."

Applejack took a deep breath.

"I want to be more than friends. I-uh... I want to be more than best friends."

She paused waiting for Rainbow dash to say something. Rainbow looked as if she was going to, she kept opening her mouth and closing it and looking around awkwardly. Applejack's heart was starting to ache...

'I have to say it, I need to know she heard me say it'

"Rainbow Dash?" Rainbow still seemed to be struggling.

"Dashie..."

They looked away from each other.

Both ponies spoke at the same time,

"I love you"

The two fillies looked at each other for a moment, both shocked by what the other had said.

Rainbow leaned a bit closer.

"What did you say?"

Applejack made sure she had eye contact this time. "I love you, Rainbow Dash"

Rainbow Dash smiled at her.

"I love you too, Applejack."

The two embraced, but for only a second before Rainbow pulled away.

"Wait."

Rainbow Dash looked back at the balcony. Applejack followed her gaze and saw all of her friends and half of the town crowded around the windows watching them. No sooner had she looked at them then they had all scurried away, except Pinkie Pie, who was being forcibly dragged away by Twilight and Rarity.

Applejack might as well dye her coat pink, because at this rate it was going to be this color 24/7 anyway.

Rainbow Dash lifted a wing to block out any curious ponies left and looked back at Applejack.

Applejack leaned in and nuzzled Rainbow's mane. "I'm so glad! I was afraid that..."

"No need to be afraid AJ. I've loved you since we first met. You're the only one who could ever come close to beating me. You always pushed me to do better, to never give up... If I had never met you, I would be a very different filly."

"Oh, so you only love me because I can get close to beating you?" she teased.

"Well, that and you did something different with your mane."

Applejack pulled her head back so she could look at rainbow's dark pink eyes. Her breathing was getting a bit heavy and she was certain that Rainbow could hear her heart trying to break free of her ribcage, they were awfully close to each other.

Applejack decided it wasn't close enough.

Rainbow was thinking the same thing.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Present Day

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Applejack sat in front of the vanity mirror in her room, brushing her mane and thinking about the day ahead. She was excited, but worried. The plan was to meet Rainbow Dash at the bridge and spend some time with her before they met the others. Applejack knew full well that this may be the last time she saw them all on friendly terms for a while.

She went downstairs and met Granny Smith outside the house.

"Granny Smith? Granny I'm leaving. I might not be back tonight... Or for a while actually. I've already told Applebloom and Big Mac, so they'll pick up the slack around here."

"You're moving? You said that months ago, but here ya are!"

"No Granny, I'm leaving! Leaving! I won't be back for a long time!"

"Leaving? Oh well why didn't you say so? Go have fun with that Rainbow friend of yours. Watch out for that pink 'un though. She's a bit strange."

She turned one eye to Applejack and opened it as wide as possible as she said this.

Applejack rolled her eyes with a grin and started her walk to the bridge.

"Don't worry Granny, she's not the only weirdo I know!"

"Love you too Applejack!" Granny Smith said waving goodbye.

Applejack was walking through the Orchard, enjoying the early spring apple blossoms on the trees and the feel of new grass beneath her hooves. She was going to make the most of this day if it ki-

"Argh!"

A rainbow blur tore a chunk out of the leaves in the nearest tree and collided with Applejack sending her sprawling out on the ground a few feet away.

"Urgh. Sorry about that Applejack. I was trying this new move and I just kinda... Are you okay?"

"I'm fine Dash, just try not to kill my trees next time..."

Rainbow looked back at the tree she had just torn through, petals and leaves still falling silently to the ground.

Rainbow scratched the back of her head "Yeah, sorry about that. Hey, did you do something with your mane?" she said in a clear attempt to get back on Applejack's good side.

There was no way Applejack could stay mad at this pegasus for long.

"I thought we were meeting at the bridge?"

"Well, you know I figured that we'd, you know-"

Applejack saw what was coming before Rainbow had finished her sentence.

"READYSETGO!"

And she was off! Applejack was sprinting through the Orchard weaving in and out of trees, her hooves thundering and her pace quickening.

It took Rainbow a moment to realize what had happened before she pushed off the ground and took flight! Flying low over the trees looking for Applejack.

She looked up and saw a rainbow blur gaining on her.

"Oh no you don't!"

This was going to be the day she beat Rainbow Dash! Applejack kicked it in to high gear and widened the gap between the two until the cyan pony had dropped out of sight.

'I did it! I finally beat her!'

When Applejack reached the bridge she began to cheer! She had done it! She had finally beaten Rainbow Dash!

"What took you so long, AJ?"

Applejack turned around in disbelief. Rainbow Dash was walking across the bridge from the Ponyville side towards her! She was never going to beat Rainbow.

"Couldn't you just let me win once? You did knock me over... Again!"

"You thought you had won, didn't you?"

"Oh, come on, let's go!"

The two crossed the bridge and started their way to Sugarcube Corner. Rainbow Dash put her wing over Applejack's shoulders?

Applejack raised an eyebrow.

"Alright, what do you want?"

"What, I have to want something to be closer to you?"

Applejack eyed her suspiciously.

"I guess not..."

She bumped Rainbow Dash with her hip

Rainbow smiled

"Yeah, I just felt bad that you lost so epically, so you know"

"Oho! I see how it's gonna be!"

"Well come on AJ, I did wipe the floor with you!"

"You have wings!"

"That never stopped you from trying."

Applejack couldn't do anything but smile. She lived for times like these; the times where it was just AJ and Dashie, walking together and teasing each other. She was going to miss these moments...

Applejack was looking foreword to this last day together.

They arrived at Sugarcube Corner and went inside to find a store busy with ponies buying snacks and desserts of every kind, from sugarcubes to giant multi-layer cakes! Applejack wasn't very hungry, but it was hard to argue with a display of their best cheesecake staring you in the face.

"Well look who's here."

Applejack pulled her eyes away from the displays of goodies.

"Hm? Who, where now?" Then Applejack saw them across the room. All of her friends sitting together at a table waving them over, minus 1 Fluttershy. Applejack had received the news that morning that Fluttershy was with Princess Luna.

"Let's go sit with them, AJ! Come on!"

Applejack's heart sank a little as Rainbow Dash left to go sit with their friends. She was happy to see her friends, but she was hoping for a bit more time with her Dashie.

She sighed and went to join them.

"Applejack! Applejack, we knew you wanted to see us all today and we know you two like Sugarcube Corner, so guess what we did?!"

"That's mighty kind of ya, Pinkie Pie."

"Then quit looking so down in the dumpsy-wumpsy!"

Applejack forced a smile.

"Come now darling, we just ordered some of that gorgeous looking cheesecake!" Rarity looked her up and down. "Did you do something with your mane, dear?"

"That cheesecake does look delicious, and thank ya Rarity, I brushed it this mornin'! It did look a right bit better, but somepony messed it up! she gave a fake glare to Rainbow Dash, who responded by sticking out her tongue and pulling down an eyelid.

The moment the Cheesecake arrived, they all saw Pinkie Pie dive for it, but Twilight pulled it out of the way with her magic before the earth pony could devour it whole.

"Okay Twilight, you want some cake?"

Pinkie Pie picked up the cake and threw it

*SPLAT*

Right in to Twilight Sparkle's face. Everypony went silent. Slowly a bit of cake separated itself from Twilight's face and went flying at Pinkie Pie who ducked, so it instead hit Rarity.

"Do you know how long this will take to get out of my mane?!"

Applejack spent the rest of the afternoon making a mess of Sugarcube Corner and having fun with her friends... For the last time.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

It was getting dark and the five friends had made their way to Twilight's house. The tension was thick, they could tell that something was wrong with their friend. Inside the library tree, they confronted her.

"Something has been bothering you Applejack, are you okay?"

"I- uh. I needed to talk to y'all."

"What did you want to talk to us about? Are we planning a party? Ooh, I love parties! We can have streamers and cake and pin the tail on the pony! What's the occasion?" Pinkie Pie was being her usually bubbly self, not really noticing that Applejack didn't look in the party planning mood.

"There isn't an occasion Pinkie Pie-"

"You're right, who needs a reason to have a party! We can just throw a 'Let's have a party for no reason' party and-"

Applejack was getting annoyed.

"There ain't going to be a party Pinkie!" she yelled.

The room went silent, everypony watched Applejack.

"What's wrong, AJ?"

Applejack sighed.

"No point in beatin' around the bush I suppose... Well y'all know that we freed Princess Luna from Nightmare Moon. You know that she was better, a new pony and tha' she went back to live with Celestia to help rule the Kingdom, right?"

The others gave various forms of affirmation, they mostly nodded.

"Well that last bit didn' happen."

The others looked at her with odd expressions on their faces.

"What do you mean 'that didn't happen'? They've been ruling together ever since we freed her. I even received a letter last week about how much help Luna was!"

"Twilight, I need y'all to listen to me..."

So she started from the beginning. She told the story of how Princess Celestia hadn't been allowing Princess Luna to help in anything major, understandable at first, but then for seemingly no reason. She told of how Trixie had met Luna at the castle on the day of the latest Council on Equestrian Affairs meeting and how Princess Celestia had treated the two of them. She continued the story all the way up until Princess Luna had ordered her to come here and try to recruit her friends.

"...and that's about it, really."

She looked around at her friends, each wearing a different expression on their face.

Twilight Sparkle looked shocked and in disbelief, how could her beloved Princess Celestia be like this? It must be wrong, there must be a mistake.

Rarity looked confused.

Pinkie was just staring at the floor, her mane slightly deflated.

And Rainbow Dash... Applejack looked at her and saw a tear rolling down her cheek. She couldn't bear to see that, she looked away and spoke to her friends.

"We need the Elements of Harmony gals. Without 'em or with too many of 'em in Celestia's hooves, we ain't gonna stand a chance against her... We need your help."

"No, no! This can't be true Applejack, you have to be mistaken, or- or maybe Princess Luna is trying to trick you! Maybe she has you under a spell! Maybe she-"

"No Twilight! I told ya already, I watched her destroy what was left of Nightmare Moon! There's no bad left inside of 'er! We don't even want control of the Kingdom, we only want Princess Luna to have her half! Celestia has been doing Luna's job for more than a thousand years! It's gotta be takin' its toll and eventually she won't be able t' do it any more! All she wants is to live in harmony with her sister and have control of the moon again. She wants things to be right between 'em. Is that so wrong?" Applejack had a pleading tone in her voice. She knew there was no way to convince Celestia's 'most faithful student.'

"I can't- no! Why would you create this rebellion if you didn't want more than control of the moon!"

"Celestia has already had her say, Luna will never be her equal, she is a 'Princess of Equestria in title on'y.' As long as she don't find out, this'll be short. Nopony has to get hurt."

"It sounds to me like Celestia has been more than a bit rude to her sister Twilight, and this is our friend here we're talking to. If it were anypony else asking us to join a rebellion, well of course I would say no! But applejack was there when we took down Nightmare Moon and apparently there when Luna finished the job! It sounds like Equestria is going to get nasty soon and if we can't trust our best friends, who can we trust?"

"I can trust Celestia! I grew up as her apprentice, she is my mentor, I know what she can do and I know what she's been through!" Twilight was getting defensive and angry. How could anyone doubt the Princess after all she had done for them, she was responsible for their friendship in the first place after all.

"Twilight, darling, you need to calm down, why would Applejack lie to us?"

"Fluttershy has already joined." Twilight gave her an accusing look. Fluttershy was easy to manipulate."She found us Twi'! I expected her to be here in Ponyville, but I found out where she was this morning, she's with Princess Luna."

"Well that settles it! Fluttershy is the kindest pony I know and Applejack is the most honest! If they're both with Luna, so am I!"

Applejack was appreciative, she wasn't sure where Rarity would go... Applejack looked at Rainbow Dash, their eyes met. Rainbow had stopped crying, but the tears had stained her coat.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Her loyalties were torn. She was a citizen of Equestria and a member of Clousdale. Equestria was ruled by Celestia, the first Princess Rainbow Dash had known and there was no way that Cloudsdale was going to support Luna. Princess Celestia had ruled Equatria just fine for a thousand years without her sister, why would she need Luna now? Ponies hadn't even known that Luna was more than an old ponytale until recently! Besides that, she was proud to be an Equestrian! She was proud of the ponies of this Kingdom and she would defend them against anything or anypony and it sounded like that was exactly what she would have to do. How could she not support Celestia?

The reason was looking her in the eye.

If there was anypony she was loyal to, it was that one right there. They had been friends for a long time and now lovers. They had spent so much time together, AJ made her feel things she thought weren't possible to feel for anypony but herself. They had spent so much time together and created such a strong bond... She would give her life for AJ. Was she really ready to end all that? Leaving Applejack would be the hardest thing she would have to do, she wasn't even sure if she could.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The bond they shared told Applejack exactly how Rainbow was feeling. There was nothing she could do, except try and make the decision a little easier on her Dashie.

"I understand Rainbow."

Rainbow Dash gave her a stunned look for a moment... That was all she needed.

Rainbow stood up and spread her wings. With one mighty push she was in the air and with another out the door, leaving a rainbow streak behind her.

They heard a thunderous roar and a crack like a whip.

Rainbow Dash was gone.

She tried her best to hold back the tears, but her best wasn't enough.

"I guess I'd better get going too. Are you coming Pinkie?"

Pinkie Pie's mane was completely deflated and she just stared at the floor.

"All my friends are leaving... I'm just going to stay here..."

"You know where I'll be then. Goodbye Applejack, Rarity, Pinkie Pie."

She vanished in a flash of light, no doubt straight to Princess Celestia to report the rebellion.

"Come on Rarity... We need to leave." Tears were rolling freely down her cheeks and her voice had cracked.

"Of course, darling" She put her hoof on Applejack's shoulder. "It's going to be okay, don't worry Applejack... You'll see."

They walked outside, it had begun to rain.

Youtube Video

First Contact

First Contact

They were on their way to the Gryphon Kingdom and they had just passed under Cloudsdale when they heard a loud noise.

*CRACK*

Luna and Sir Klass turned around to see what the noise was. Off in the distance somewhere over Ponyville there was a sonic rainboom with a quickly fading rainbow traveling from its center, toward Canterlot. The colors weren't as vibrant as they typically were; they seemed darker, sadder even.

"I guess Applejack talked to them..."

"That's a shame." Klass said as he watched the rainbow vanish.

They stood there for a moment wondering what had happened.

"Come on, we have a long journey ahead of us."

The road they walked on went down the middle of large grassy plain where flowers of every kind grew in varying amounts. It extended a few miles in either direction, with large mountains in the distance that were responsible for making these grasslands a valley.

Luna had a pretty good idea of what had happened in Ponyville, she felt sorry for the six friends and wished there was some way to help them...

But she couldn't fix that right now. She had to focus on the task at hand, without the help of the Gryphon Kingdom there was no way Luna would be prepared for an attack by the pegasi of Cloudsdale for they would surely support Princess Celestia.

The gryphons tended to stay out of Equestria. In the past the gryphons and equestrians would frequent each other's kingdoms and Luna had good relations with them, but that was before her banishment and something seemed different now. She wasn't entirely sure how she would pull this off, but she had to try. Hopefully Sir Klass would have an idea, he did insist that he come along. She would have preferred Trixie, but she was overseeing transport through the portal. So far there had been no problems, but it was always good to play on the safe side, especially when your entire base of operations was on the moon!

"Sir Klass?"

"Yes, lady Luna?"

"What can you tell me about the gryphons? Before I was banished, our kingdoms had been friendly towards each other, but since my return I haven't seen a single gryphon in Equestria and I haven't heard of any of us going to their Kingdom either."

"My dear Princess! Nopony told you?" He took Luna's blank expression as a no.

"Luna, we have had some dangerously close calls with the Gryphon Kingdom! In fact a few hundred years or so ago we quite nearly went to war with them."

Luna stopped walking.

"What? But why? We were never hostile towards them in any way! How could our relationship deteriorate so quickly?"

"Well Princess, I don't live as long as you do, so what I know is from history books, but the Gryphons became militaristic about a century after you were banished to the moon. There was an incident with some traders going in to their territory and well- messy business that was! Their borders have been more or less closed ever since."

They began walking again.

"For no reason?... I refuse to believe my banishment had something to do with it, I was never very good at politics."

"I am ever so sorry, Princess, I don't know what to say. They just locked us out."

This couldn't be right. There had to be a good reason for it, Luna would have to give this some thought.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

It took them days of walking to get anywhere near the border, even to get out of sight of Cloudsdale seemed to take an eternity. The pair passed the time by talking about things that had transpired in the past thousand years, Luna's time on the moon, Sir Klass' life (he was an avid collector of steam driven devices that he had dubbed "steedpunk") and playing things like iSpy (which got pretty boring after the billionth blade of identical grass passed them by...

As they walked, the mountains crept ever closer turning their wide open valley in to tight bottleneck devoid of light and therefore lacking anything but dust, dirt and the occasional boulder now lining the road. Neither noticed the great wall in the distance.

"Princess Luna, I have been meaning to-"

Six stallions in the golden armor of the Equestrian military burst out from behind a grouping of boulders they had just passed and surrounded Sir Klass and Princess Luna.

Sir Klass just stood there and adjusted his top hat, but Luna had reacted in an instant! She used her magic to blast all of them off of their hooves and before the last one had hit the ground they were all immobilized. One pony had a dent in his helmet where Princess Luna had kicked him, another was frozen by magic, his eyes still darting back and forth and one had a nasty collision with one of the boulders, a small trickle of blood and spit coming from the corner of his mouth.

"I say, Princess, that was a splendid display, that was! Poor souls... I don't think they knew you were the Princess, otherwise they may have thought twice..." Sir Klass looked at Luna's flowing mane, the crown she wore, her combination of horn and wings and the fact that she was larger than any normal pony, not to mention her cutie mark of the moon.

"Of course you would think that there were certain giveaways..."

"No, Sir Klass, I think they knew exactly who we were. Look at their armor." Luna leaned closer to the stallion frozen in place, his eyes locked on to hers.

"You have nothing to fear from your Princess, soldier." His eyes showed that he felt exactly the opposite.

"Sir Klass, this symbol on their helmets... I've seen it before. It was behind my sister when she threw Trixie and myself from the council meeting."

"That is a rather odd little symbol, isn't it Princess? What ever could it mean?"

Luna let out a sigh.

"Hopefully not what I think it means."

"What do you think it means Princess?"

"That she knows..."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Princess Celestia was angry, furious even! How could she not have noticed, she had spies everywhere, eyes and ears in every corner of Equestria! How could she not know her own sister had started a rebellion against her? She had only been gone a few short weeks, and she has started a rebellion and tried gathering the Elements of Harmony. Why? Luna must know as well as she did that the elements won't help in combat. You can't kill anypony with loyalty or honesty. Maybe her trip to the moon had made her forget, nonetheless something had to be done about this and now!

"Princess Celestia? Did you hear us? Your sister is starting a rebellion!"

Celestia jumped a little in surprise. The news of her sister had thrown her in to her own little world. She had almost forgotten about the two young mares still in the room.

"Yes, Twilight, I heard you... This is troubling news indeed. Thank you two for bringing this information to me."

Twilight smiled from ear to ear as Rainbow Dash bowed her head in shame. Rainbow still felt like she was betraying her friends.

"It's our duty Princess. You and your sister should be working together, but when we heard Luna was trying to take control for herself, well we couldn't just sit by and do nothing."

"You two are braver than your friends, I thank you."

Rainbow Dash gave Celestia a dirty look, thankfully she didn't notice.

"What are we going to do Princess?"

Princess Celestia knew exactly what she was going to do, but she didn't want to scare off the only two elements she had, especially if her sister wanted them.

"When something like this happens to a Kingdom like ours, Twilight, sometimes we have to do things that we might not do under normal circumstances... Sometimes we have to do things that we don't like."

"What do you mean?"

"We have to become militarily strong and focused. We can't be the Equestrian Kingdom we used to be..."

The mares looked at their Princess in confusion.

"What do you mean Princess? What does that make us then?!" Rainbow's voice was thick with accusation.

In the few short minutes Celestia had known about the rebellion, a plan was already being formulated in her mind. It couldn't be any more perfect, really. What better way to turn her Kingdom in to what she always wanted it to be than a rebellion? A perfect excuse to recruit troops, take territory, spread her influence, create weapons of war... What better way to create-

She spoke with a wicked smile and a viscous look in her eyes.

"A Solar Empire!"

She used her magic to drop a curtain that had been obscuring the wall behind her.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

They arrived at the front gate of the wall that blocked their path to the Gryphon Kingdom, it spanned the entire valley, made completely of metal and stood almost 30 stories! It seemed to be wide enough to where the wall itself could house its own small city. They looked around a bit before they heard a voice from above them.

"Halt! This is the Great Northern wall! It is the only thing defending us from the Gryphons, you can't pass here!"

They looked up. Far above them, maybe halfway up the wall was a pony leaning over a railing where a walkway was clearly built in to the structure.

"It is I, Princess Luna! I demand that you let me and my companion through!"

"Princess Luna?! My apologies Princess." He turned around out of sight. "You there! Open the gate!"

They waited a moment, there was a loud mechanical *CLANK* like a lock sliding out of place and the gate slowly began to rise, revealing a stallion and his guards.

"Princess Luna, it is you!"

He was a unicorn stallion with a creme colored coat, a jet black mane and dark eyes. He wore an officer's uniform and gloves on his front hooves with odd markings on them.

"Ah, Colonel Mustang! When did you get stationed here? I thought you were still with that delightful old chap in the East!"

Colonel Mustang stopped short at the sight of Sir Klass, "Sir Klass? What in Equestria are you doing here?"

"I take it you two know each other?"

"Yes Princess, I grew up in Manearola near Sir Klass before joining the military. Let's step inside, we can discuss a few things in there."

Luna was nervous. The soldiers they had met out in the valley clearly weren't associated with this base, the ponies here were different and their armor was dirty and worn, especially compared to the pristine condition of the ones she had fought earlier. Klass seemed to know him however, so she was hoping that would at least buy them some time if things got bad...

The iron gate closed behind them with a thud, Luna could hear gears whirring and spinning as the locks reset themselves. The inside of the wall was cold and metallic with long hallways filled with piping and cables that ran along the ceiling and walls.

"I was given command of the wall shortly after your return Princess Luna."

"So you guard the border now then Mustang?"

"Yes. The gryphons have never tried anything however, so we just sit here, always at the ready."

They had reached a conference room on the lower level. The guards continued on down the hallway as Colonel Mustang led Luna and Sir Klass inside. Mustang closed the door behind them. His demeanor changed from cheery and friendly to one of complete seriousness.

Luna noticed and it put her on edge.

"What's going on? Why are we in this room? I swear if you're trying anything-"

A magic aura appeared around Luna's horn, she was ready for the sneak attack.

"Calm down Princess! I am not going to do anything to you!"

Luna didn't relax in the slightest. They had just been attacked by soldiers outside this wall and just because these ones didn't look like they came from this place didn't mean anything.

"All I want to do is send you on your way Princess, the longer you're here, the more danger you're in. We received orders from Canterlot to capture you if you tried to come through here. I however would like to know why I am being ordered by one sister to capture the other, it may be my job to follow orders, but as far as I'm concerned, you both rule this kingdom, not just Celestia."

Luna was still skeptical, but she lowered her guard. If this stallion had been ordered to capture her and she was still walking around freely, there must be a reason for it.

"What do you want?"

"Nothing. You can pass through freely, I joined to follow the orders of our princesses, not princess. However if there is something going on between the two of you, say oh I don't know- a rebellion perhaps? And maybe you needed some help, or even better some help from within the military itself, I may be willing. I am loyal to my Princesses, but if they were pitted against each other, I would have to choose and to choose I would need the whole story... Hypothetically of course."

'How does he know about the rebellion?'

That settled it, if this Colonel, all the way out in the middle of nowhere, had this kind of information, it must have come down through the military. Luna decided that Princess Celestia knew about her plans and that changed everything. But he was offering to help... An unexpected ally, but an incredibly valuable one. If she was able to get the gryphon's help and Colonel Mustang's then the gryphons wouldn't have to fight their way through this wall to get in to Equestria. It was an opportunity she couldn't pass up.

"So you will join us... If I tell you the story? That's it?"

"Only if Celestia is in the wrong."

"Well then-" she sat back on her haunches and started from the beginning.

Mustang's expression didn't change while she spoke and when she had finished her story, he simply nodded.

"Well Princess Luna, as I suspected, that is a very good reason. When the time comes, all you need to do is give the word and myself and my stallions will be there at your side."

There was a moment of silence...

"That's it? You just wanted to hear the story? No promise of special treatment after the war, or vast wealth, or- or- anything? There has to be a catch!"

"Why Princess?"

"You're offering to potentially sacrifice your life and the lives of your stallions based off of my say so. Nopony does that for free."

"Princess Luna... I took an oath to protect this Kingdom and serve its rulers. To obey any order given by a superior... There was a time, back when I first joined and I was a member of an expeditionary squad. There was a skirmish with some rouge ponies who we had to eliminate. They had been causing trouble in a small town and we suspected them in a number of crimes. I was given an order by our squad leader to take point and lead the charge up a hill... It was dangerous and almost certainly a suicide job, we all knew it and I refused. We argued, he threatened me with all sorts of military punishment, but nothing was going to make me kill myself for these backwoods rebel scum. That's when one of my squad mates, Apple Dan, volunteered in my place. The mission continued, we stormed the hill, Apple Dan taking the lead. He was a large stallion, the kind you didn't want to mess with. He charged up that hill so fast and so furiously, that I almost feared for the ponies at the top. When he crested the hill he was hit by magic from every direction- he seemed frozen in time as an Earth Pony bucked him in to the air and he came crashing down on top of us."

Mustang paused. He seemed to be struggling, holding back his emotions, clearly trying to force himself to continue the story with his dignity intact. His voice cracked slightly.

"I was looking out only for myself and it cost me a friend. It cost the Apple family a brother, a father, an uncle, and a son. I know that if I had led the charge, we would have taken the hill with no casualties except maybe my own, but instead we had to retreat, regroup and extend the fight for another three days. I was out for myself, that's where my loyalties were, Apple Dan's were right where they should be. With his Kingdom. He was given an order and he followed it through. I will never forget that day and because of it I now know where I stand in this world and that is under a right and just ruler... That would be you Princess."

There was silence.

"Thank you Colonel Mustang." What more could be said?

He nodded to her.

"As I said Princess, we are loyal to a just ruler. When you need us, we will be there.- Now. Let's get you out of here. Those soldiers that attacked you are from the Solar Empire and they'll know where you're headed now."

"Oh, you saw that did you Mustang? Yes I think we did a fine job of-"

"Solar Empire!?" What in Equestria was the Solar Empire?

"Yes, Celestia sent an Equestria-wide message explaining the events of the last few days, demonizing you and saying that we could no longer be a peaceful kingdom with threats like you around, so she created the Solar Empire. Very militaristic, cruel and efficient. She is doing a very good job of turning the population against you Princess."

She was impressed. Colonel Mustang and his soldiers had been exposed to the propaganda of her sister and yet they hadn't lifted a hoof against them since they'd been there. They were disobeying direct orders from Celestia herself because they thought that Luna might be the victim... It really was the most impressive act of loyalty she had seen.

A large earth pony burst in to the room, slamming the door against the opposite wall! He had the same color coat as Colonel Mustang, except he had no mane. Instead it seemed that all of the hair had traveled to his face in the form of a large blonde mustache, save a small curly tuft that drooped in over his forehead. He was large and muscular with a cutie mark displaying a torn shirt and orange sparkles.

"Pardon the interruption, sir!" He stood at attention. "Princess Celestia has given word that she will be sending a small battalion of soldiers to help 'defend the wall'. They will be here in less than six hours!" The only sign that he spoke other than the fact that you could hear him, was his mustache bouncing up and down.

"You know what to do Major."

"Yes, sir!" The Major gave a salute to the Colonel "Your highness" He bowed and left the room.

"This is going to make things difficult for us Princess. Major Hoofstrong will take care of preparing our troops, but you won't be able to return safely from gryphon territory this way and it's really the only path..."

He sat lost in thought.

"What do you suggest we do Colonel?"

He sat for a moment longer before speaking.

"There is no choice... We're going to have to fight off Celestia's forces... Okay Princess, this is what we're going to do; You need to leave as soon as possible. When Celestia's forces arrive we will treat them as we are expected to. Whether you get the support of the Gryphons or not, you will need to return this way, so when you are close you will have to signal us and we will begin our fight against Celestia's forces."

"Can you take out a battalion by yourselves?"

Mustang gave a hearty laugh!

"Princess, please! We're a giant wall, there is nothing around for miles and miles. What do you think we do to entertain ourselves? We're the most well trained soldiers you're going to find in all of Equestria, we can take out a battalion of Solar Empire troops!"

"I do believe we should get going then!"

"Agreed." The two turned towards the door.

"It was good to see you again Sir Klass..."

"I couldn't agree more Colonel Mustang."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

When the pair had left sight of the the wall they heard a strange sound. Like multiple pairs of powerful wings beating the air.

They looked up just in time.

The Gryphons

The Gryphons

Three gryphons landed in front of Princess Luna and Sir Klass with a thud as their powerful claws dug in to the dirt. The gryphon in the center stepped foreword. He was larger than the others, muscular, with white feathers on his head that slowly faded to black down the rest of his body. It looked as if he had seen a lot of fighting in his time; one eye was milky and had scarring around the edges, his beak had a deep cut going down its length and his legs had the occasional cut or burn scar. He spoke with a voice that sounded as aged and powerful as he looked.

"Alicorn, starry mane, and crescent moon cutie mark. I'm sorry Princess Luna, but I'm afraid I will have to take you in to custody."

"I am not here to cause any harm to you, I only-"

"Harm to us? Ha! You are inside Gryphon Kingdom territory alone, of course you aren't here to harm us- you couldn't if you tried! The only reason I can think for Equestrian royalty to be here would be politics, which is little of my concern. It is odd that you are here unprotected however..."

Luna was a bit flustered by the Gryphon, he had a rather coarse personality.

"Well I- Yes. We need to speak to your King Mr....?"

"My name is unimportant as is your reason for being here, either way I am required to detain any equestrians entering our territory. You will be taken to Talon Peak. Normally you would sit there until Equestria negotiated your release, however being the Princess I imagine our King doesn't want that for you.... As for getting there-"

He gave Sir Klass a nasty look.

"You can fly Princess, We'll just have to carry your friend."

Sir Klass was tied in to a harness that was clearly built for prisoners and suspended between the other two Gryphons.

"I- Um, I've never flown quite like this before, are you sure that it's-"

The Gryphons pushed off the ground as hard as they could, clearly trying to frighten Sir Klass. It worked...Luna could hear his muffled, slightly frantic, protests as she lifted off the ground herself.

They flew high above the cliffs and followed the valley that had now become a canyon. As they flew the land changed slowly from the rolling plains and gentle hills of Equestria to the Herculean mountains of the Gryphon Kingdom, their barren edges cutting the skyline.

Some of the first mountains seemed to be devoid of life, or at least recently abandoned. They saw the empty shells of dilapidated houses, near summits or along cliff faces and the occasional remnants of a small town. As they went deeper in to Gryphon territory the frequency of these ruins increase until they started to come across actual inhabited settlements. They were surrounded with guard towers and dotted with gryphons flying patrols around their borders. The guards seemed on edge and always put themselves between Luna and the town they were defending.

"Why all the security?" Her question was directed at the leader of the group, who's name she still did not know. After a short while of silence she decided he had no intention of answering her question.

They flew for another hour or two towards a mountain that dwarfed the others. It seemed to be split in two from the peak to midway down its side, making half of the mountain taller than the other and with water pouring out the crevice.

The gryphons ascended and Luna followed.

'I guess this is Talon Peak.'

Luna gasped as they reached the top of the lower half.

There was a crater in here! A crater that the Gryphons had built their city inside! It was beautiful, seemingly carved out of the rock and built using a tier system, the palace clearly at the top. It had a beautiful waterfall coming from the larger portion of the mountain, that fell down the crack between the two halves. The roar of the waterfall was deafening as it echoed off the walls of the crater. There was no way to reach the city, other than to fly.

They went straight for the uppermost tier and landed at the bottom of the stairs leading to an ornate marble building with gold trim and large iron doors. The gryphons unhooked Sir Klass.

"I am quite glad that I was not born with wings! I can not imagine doing that daily! I will be an ever so happy pony if I never leave the ground again." He smiled at being on all four hooves.

"How do you think we're getting off this rock?" Sir Klass turned a slight shade of green as he thought of flying again. The nameless Gryphon gave a sly grin to to the others.

"Come on you two! There's no point in bringing you to the dungeons, the King will have you out the second he hears you're here, might as well skip the pleasantries and take you straight to him."

"Sounds good to me."

At the top of the stairs were two guards in armor made from some sort of dark metal. The guards moved as if to stop them entering, but one look from their battle-scarred escort made them back down, instead opening the doors for them. Apparently he carried quite a bit of weight.

Behind the iron doors was a circular room that split off in to separate hallways all leading to different parts of the palace. The room had a domed ceiling that was (like the rest of the building) highly polished marble.

The gryphon lead them down a hallway that was straight in front of them and labeled with a sign carved in to the stone: "Throne Room"

Past the hall and in the throne room, the walls were lined with guards like the ones at the main entrance; wearing dark armor and standing at attention. The floors had been made, again, with marble, but of different colors, making intricate circular patterns on the floors, the ceiling held several chandeliers leading up to the King's throne.

They approached the throne and bowed to the King.

"Your majesty, this is Princess Luna of Equestria and her companion, Sir Klass. She wishes an audience with you."

"Princess Luna? What a surprise! Thank you Captain." The King was just as large as their unnamed escort, but that is where the similarities ended. The King had golden feathers over most of his body, except for a streak of black that traveled from his forehead, down his back and over the top of his wings. His beak was also black at the front, fading back in to a golden color. He stood before them, regal and proud with a curious look on his face and a slight smile.

The Captain bowed again and left the room taking the other two gryphons with him.

"Welcome Princess Luna, to the Gryphon Kingdom, and more specifically, to its capitol, Talon Peak. I am King GrimFeather. To what do I owe the pleasure, princess?"

"It is a pleasure to meet you King GrimFeather." Luna gave the King a bow. "I have come seeking assistance, your highness. I would also like to know why our two kingdoms are in this state of... Distrust... You see, I've been gone for quite a while and I would like to mend any wounds."

GrimFeather gave a hearty laugh.

"'Gone for quite a while'? Yes, Princess I'd say a full millennium is quite a while! We gryphons live a long time Princess, your story is only a generation old. Many of us remember well enough, or at least our parents did, to know that you were banished by your sister to the moon. Of course it seems that the pony before me is not the one who was banished, so I would say it is safe to keep you around." He looked at the guards around the room. Most of them seemed to relax and others went back to their posts; apparently they were getting ready for Luna to start attacking.

"Well that certainly does save a bit of time explaining, your Highness."

"Please, Princess, call me GrimFeather. The formality is killing me." He sat back on his haunches and stretched out his claws. "Now. I imagine you don't know what went on between our Kingdoms?"

"No GrimFeather."

"Well Princess it isn't very complicated to be honest. After your banishment, your sister closed the borders to our people. It wasn't the end of the world, not a very friendly move mind you, but we would survive. A few short years afterwords however, she severed all diplomatic ties and trade routes with us. She built that wall of hers, put a garrison inside it and began building up her military. She did everything she could, short of declaring all out war with us, all while keeping most of it a secret from the Equestrians. Since then we've had small border skirmishes with your military when they would test our defenses and on occasion she would send covert units to hit towns near the border. I'm sure you saw some of their remains as you flew in."

Luna listened intently, a look of concentration on her face, unsurprised by her sisters actions. She was starting to see that her sister was not the Princess she once was.

King GrimFeather sighed heavily.

"Of course lately she has become more aggressive. Over the past two centuries she has been more ruthless and cunning, we've had to send our best team more than once! It would always return with less gryphons than it started and a terrifying story to go with the losses... It really took a toll on their leader, BlackTalon. He took every death as a failure on his part." He gave a pause, remembering his friend.

"Anyway, her military has been steadily growing for the past two hundred years or so and with its increased strength comes increased attacks on us, both in frequency and intensity."

"That is why I am here GrimFeather, I have noticed, as of late, the actions of my sister and I am here to change them. I can not let our Kingdom be ruled by her, your story alone is reason enough, not to mention her recent reformation of the country in to her Solar Empire. I am here asking for your help in the fight against the evil she has become, I need to take control of the throne back from her, but I can't do it without the help of the gryphons."

Grimfeather gazed at Lunat, a regretful look in his eye.

"Again, as I'm sure you've noticed, our settlements are all guarded by daily patrols and ever vigilant watch towers. We've had to adapt our defenses as the threat has grown and It has taken a toll on my people, both in morale and economy. We have very few resources, our mountains grow nothing but rocks and trees and trees and rocks and water. We can and do mine, but my people are not exactly built for it; we have wings, we are meant to be in the open air, not underground. If I were to pledge my support to you, my people would not only be left more vulnerable than ever, and our coffers would be drained. I would love nothing more than to help you Princess, especially if it means our people can live together as we once did, maybe even become closer allies than we ever were, but we simply can not afford it, in bodies or our pockets."

"But King GrimFeather, if we can't get your help, we will lose. We have no defense against the pegasi of Cloudsdale and if we can not hold our own, there will be nopony left to stop my sister; she will surely invade your Kingdom and take control! You can't let that happen! It may mean sacrificing a little now, but in the long run you would be helping your Kingdom to survive."

"We are a notoriously proud race, Princess Luna. We can not simply abandon our own homes in the defense of our neighbors. Neighbors, mind you, who have treated us poorly for the last thousand years! Again, Luna, I wish I could help you, but it is not within our means to do so."

"Excuse me, if I may, your Highness-es. We of Manearola are funding the Lunar Republic and last I checked, we were still well within our budget. Not to say that helping your Kingdom would be easy King GrimFeather, but if the ponies of Manearola have to sacrifice some tea and crumpets to help our Princess... Well those stuck up snobs won't like it, but..." He pulled out a large piece of parchment and began scribbling on it. "Since they weren't put in charge of the entire city, I guess it isn't really up to them, now is it?" He gave King GrimFeather a cheery smile and handed him the parchment.

GrimFeather took it and began mumbling under his breath as his eyes darted across the paper.

"Full access! That is very generous Sir Klass, but I think even with all of your money, your town can't support our army." He tried to hand the paper back to Sir Klass.

Klass refused it.

"Please, your majesty, keep reading."

GrimFeather seemed a little annoyed, but humored Klass anyway. His jaw then promptly dropped to the floor.

"Sir Klass! There is no way you have that many zeros in your account!"

"Luckily, your majesty, Manearola is close to the border. If you would please give me an escort and send Gryphons to collect, I am sure you will find that there are indeed, 'that many zeros' in our account."

The King looked at Luna, still in shock.

"He's funded everything for us so far, trust me he has that much. Did I mention we're headquartered on the moon?"

The Gryphon fell backwards on to his throne, clearly floored by Sir Klass.

"You two!" He pointed at the guards nearest the door. "Please find Sir Klass transport to Manearola and send an envoy with him and whatever he thinks will be needed to carry back the bits he is willing to give us."

The two saluted, one left the room while the other waited for Sir Klass.

"Thank you your Majesty." He tipped his top hat and started towards the exit, before abruptly stopping in his tracks and turning that slight shade of green again. "I have to fly, don't I?" The guard nodded and Sir Klass left with him, a sickly look on his face.

"Well Princess, that is definitely the money we need to supply an army! I don't want to make it seem like it is all about money Luna, I am fully committed to the cause! The price was just a roadblock."

"Completely understandable GrimFeather! Oh and don't worry about protection, we will divert any troops you deem necessary for your defense."

The King smiled at Luna.

"Princess Luna, I look forward to becoming great allies with Equestria. We will make sure you win back your throne!"

"Thank you, your Highness."

"No need Princess, I should be thanking you after all." He bowed to Luna. "Now Princess, the fight is not here, so I shall send you back with a squadron of my best fliers! It is only a start your Highness, but as soon as our envoy returns with the funds, I will personally meet you on the battlefield. Good Luck Princess Luna, for the Lunar Republic and to new friends!"

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

They were almost done with the long flight back to the border and back to the wall where Mustang's men would be accompanied by soldiers of the Solar Empire. Luna had already briefed the contingent of Gryphons that followed her on the situation at the wall and they were more than ready to do their part so soon after joining her.

As they got closer to the border, Princess Luna saw smoke in the distance. This wasn't right, Colonel Mustang was supposed to wait until she got back! Something must have forced them to start early. When they were in sight Luna could see that most of the Solar Empire was outside the wall and that Mustang's stallions were firing magic bolts at the pegasi. The only pony that seemed to be getting anywhere near hitting them was a unicorn that seemed to be launching fireballs at them!

The gryphons were tensed, ready for battle.

Luna turned her head and yelled behind her. "UP!"

She led them over the battle, the Pegasi hadn't noticed their approach. They circled, each picking targets, Luna hovered between them. She made eye contact with the gryphons and nodded. They waited for the right moment...

There!

She said it calm, but firm. "Now."

The gryphons dove toward the Pegasi followed closely by Luna, firing magic bolts from her horn and taking out two or three before passing the gryphons. She was heading straight for the wall, trying to help the ponies on the roof. She looked to her right as she dove past a pegasus, a look of surprise on his face and fear in his eyes.

As she passed, almost in slow motion a gryphon who had been diving straight for the unfortunate pegasus, swooped in and grabbed him by the shoulders. The gryphon dipped her wing, rolling her body to the right, starting a violent spin. She let go of the pegasus at the top of her barrel roll, tossing him at one of his brethren, knocking them both out of the sky.

Luna sped straight towards the defenders, the aerial battle flying past in a blur of gryphon and pegasus.

First Contact

First Contact

Her hooves made an echoing thud when she landed on the wall. She looked behind her as the two pegasus ponies she had just seen tossed in to each other crashed on the roof in a crumpled pile of wings and armor. Luna watched the gryphons use the surprise attack to their full advantage; swooping down on top of the pegasi, tearing off armor and crippling wings, sending the Solar Empire forces plummeting to the ground below.

It hurt Luna to see them fall, since they would surely meet an early end when they hit the ground.

'I didn't start this war, she did. I'm fighting these ponies so I can save others. Ends justify the means... Right?'

She shook her head violently to try and focus on the battle.

Mustang had lived up to his boasting; nearly all of the troops on the roof were either defeated, or close to it. Even as she scanned the rooftop she saw Colonel Mustang fighting off two unicorns and an earth pony by himself, only to have the earth pony receive a swift kick to the head by one of Mustangs stallions who had managed to blind side him, while the unicorns were both knocked off their hooves by a fireball from the Colonel.

Luna galloped to Mustang as the fighting subsided and all but ten or so gryphons landed on the roof next to Mustang.

The Gryphon Captain saluted Princess Luna as she approached and spoke with a female voice that caught Luna off guard. It was hard to tell in that armor they wore. "Enemy air combatants eliminated, no casualties! I have ordered two squads to patrol the wall to make sure nopony escapes and warns the Solar empire, the rest are awaiting instruction, Princess."

"Very well, standby."

"Princess Luna!"Mustang was approaching, followed by his remaining forces. "A few injured, but nothing major Princess. I'm glad you could join us, those pegasi were giving us a lot of trouble." He nodded towards the Gryphon's captain who bowed in earnest. "The rest of my stallions are inside the wall Princess, we need to get in there as quickly as possible; the Solar Empire arrived with more troops than expected, they can't hold out alone for long."

"Understood Colonel, I'm giving you full command over this, you have the home field advantage. Impressive magic by the way." The Colonel simply nodded.

They heard the screaming of a pony in pain and the muffled clang of metal on metal coming from inside the gigantic metal wall they stood on.

"Time is of the essence! Captain, I need you to take your Gryphons down to the main gate and take out any guards, wait there until we open it. Once inside you will fight your way to the control room."

"Yes, sir!" She led her group with a jump off the wall, the last Gryphon doing a somersault in the air before diving straight for the gate below. It didn't take long before the sound of fighting made its way up to the ponies on the roof.

"I will lead the group to open the gate, everypony else will go with Luna, to the control room!"

The soldiers let out a collective "Sir, yes sir!"

"Excellent, now let's move!"

There was only one entrance to the wall from the roof. They burst through the door and began their descent down the stairwell, the sound of fighting getting louder as they got closer to the bottom.

At the foot of the stairs they were met with the backs of the Northern Wall's defenders engaged with Solar Empire troops that were barricaded in a room at the end of the hallway. The ponies led by Mustang immediately sprang in to action! They formed a spearhead of ponies from wall to wall and charged the barricaded door. Magic shots bounced off their armor before they burst through the barricade and eliminated the Solar Empire's forces in an intimidating display of guts and brute force that was over in seconds. It made Luna glad they were on her side.

She walked in behind Mustang's forces and inspected the astonishing damage that had been created in such a short time; Solar Empire troops were lying all across the floor, almost all of them unconscious or in the case of one poor pony, stomped to death. A helmet lay completely flattened by the hoof of one of the wall's defenders.

"Princess Luna, this is where we split up. My stallions know where to go, have one of them lead you to the control room. Make sure that on your way you go through the the galley, if there is anywhere that you would find survivors on your way, it will be there. I'll take my group to the barracks after I let in the Gryphons. Good luck Princess and stay safe." He saluted his leader.

"The same to you Colonel."

She returned the salute as the Colonel led his stallions down the opposite corridor.

"Volunteers?"

"I can lead us Princess, Lieutenant Havoc at your service!" A well built pony with blonde messy hair, a pack of cigarettes sticking out of his saddlebag and a small, broken heart on his flank stepped forward.

"Lead the way."

He nodded and led them down the second corridor, Luna following directly behind him with the rest of the squad behind her. Fighting could be heard throughout the structure, echoing off the metal walls bringing them the sound of battles going on in every corner of the enormous wall. It was impossible to tell which side the ponies screaming in agony were on.

"Let's pick up the pace, remember galley first."

"Yes, ma'am." He broke in to a steady gallop leading them down one hall after another, left, right, left, left, down stairs, right, down more stairs, getting them closer and closer to their destination. They passed carnage in every open door they could look through; some rooms were full of bodies of the fallen from both sides, the battle having clearly moved elsewhere. Sometimes they only saw smashed armor or holes blasted in walls, entire vault-like doors blasted of their hinges and other disgusting sights, the likes of which you only see after a fierce battle. The most ominous being a trail of smeared blood on the floor as if somepony was dragged against their will down the hallway to the door at the end, the same door they were heading straight for.

As they got closer they could hear the muffled sounds of clashing metal and small explosions. Luna ran up to the door and bucked it wide open, the sounds of the fighting hit them like a freight train!

"-oofstrong family for generations!"

*SMACK*

It was a sound like hooves stomping on a melon and a subsequent crash as Major Hoofstrong sent a poor soldier flying in to the wall next to the door Luna had just kicked open. Luna watched as the soldier hit the wall next to her, seemed to stick there for a second and slid to the ground in a bloody pile. He wasn't getting up anytime soon.

'That was because of me. How ca- Not now, later!'

She ducked as a Solar Empire unicorn launched a chunk of metal at her like a spear. It glanced off the breastplate of the pony behind her, cutting deeply in to his right front leg. He collapsed with a scream of pain and a splash of blood across those nearest him.

'THAT was my fault! Time to be a leader Luna.'

She wasn't used to combat, let alone leading it, but it was a role she stepped in to easily.

"Get him back in the hallway and patch him up! The rest of you, reinforce our defenses!"

Two ponies dragged their fallen comrade out of the room as the rest ran to the barricades set up by their fellows, taking fire on their way to the positions. Luna herself went to Major Hoofstrong who was taking cover behind an overturned dining table on the front lines, leading the attempt to push back the Solar troops.

The battle raged around them. Unicorns were throwing heavy objects across the room as the earth ponies fought each other in violent hoof to hoof combat, denting armor and landing vicious blows to any area unprotected; Luna heard a horrific crack as a Solar troop snapped the leg of one of the defenders. She looked for him and watched as the Solar troop stood on his hind legs, about to deal the final blow to the pony now crippled on the ground.

'I will not watch him die!'

Luna used her magic to lift both ponies; she pushed the injured pony behind their defensive line and smashed the other against the ceiling, knocking him out cold and then throwing him at his allies, causing them to scatter. One earth pony was forced out of cover by the unconscious flying pony, where he was struck by debris tossed by one of his own unicorns and hit in the back of the head hard enough to make Luna sure he was dead, despite his helmet.

"Glad you could make it your highness! Where is the colonel?"

Magic bolts and debris whizzed overhead as the enemy focused on her and the major.

"He's inviting some friends to the party. We're here to collect any survivors and make our way to the control room!"

"Well, what are we waiting for then?" He looked passed Luna at his Sergeant, on the far side of the room, and nodded.

The Sergeant hesitated, before nodding back.

"Final Push!" The Sergeant yelled."Let's make it count stallions, covering fire!"

The unicorns began lobbing huge pieces of debris at the Solar Empire and focusing on the enemy unicorns keeping them behind cover, effectively making them useless.

At the same time, Luna, the Major, Lieutenant Havoc and all the other earth ponies ran out from behind their cover as they charged the enemy. The Solar troops didn't know what was happening until Luna and her forces broke through their defenses, jumped over their barricades and began fighting them in close quarters!

The Major dispatched three ponies with a single kick each, sending them tumbling across the ground until they rolled to a stop, spread-eagle and out cold in a pile on the floor. Luna herself used her magic to smash the heads of two soldiers together, before they could attack the Sergeant from behind.

The enemy was caught off guard by the sudden charge and some were beginning to retreat, Luna watched as one who was running was struck down by a small table thrown by a unicorn. Luna charged her horn to stop another from fleeing, when she was knocked to the ground by a pony who had managed to get close enough to buck her with both of his rear hooves.

She was on the ground, slightly disoriented from the attack, when she felt a strong kick to her side as the attacking pony flipped her over. She looked up in time to see her attacker, a large earth pony with dried blood in his black mane, on his hind hooves, about to bring a sharp piece of metal down on top of her. She threw her hooves up and grabbed his as he brought the knife down on her. They struggled for what seemed like an eternity, the knife moving from directly in front of her face to either side and back again, doing everything she could to keep the blade away from her skin before she finally felt as if she couldn't hold his weight up any longer.

She was so focused on keeping the knife from her throat that she saw nothing of the battle around her, except this pony above her. Out of seemingly nowhere, the Lieutenant rammed the earth pony with his shoulder, sending him flying out of view, taking the knife with him and saving her life!

She was going to make a point of becoming friends with this Lieutenant after this was all over.

He held out his hoof to her.

"Come on Princess, it's not much of a rebellion without a leader!"

She grabbed his hoof.

She couldn't be more grateful.

"I can't thank you enough Havo- HAVOC!"

A Solar Empire unicorn had thrown a large chunk of metal, apparently torn off of the wall, that had flown straight for the Lieutenant. Luna pulled him down on top of her in time to save him from being cut in half, but the chunk of metal still made contact, cutting straight through the top of the Lieutenant's back accompanied by the disturbing sound of tearing flesh and shattering bones. His rear legs buckled immediately as blood began pouring from the open wound, soaking him and Luna. She set him down next to her as she stood up.

"Don't move Havoc! Stay there- I'll get you to safety- Just don't move!

"I don't think I could if I wanted to Princess." He coughed up a small amount of blood and simply lay there for a moment, terror on his face. "I uh- I can't quite feel my legs..." He lay his head down and let the shock push him in to unconsciousness.

Luna's heart sank as she used her magic to close the wound. The metal must have severed his spine, she couldn't heal an injury like that. The best doctors in Equestria couldn't even do that! Nopony could.

Her sorrow was brief as it turned itself into nearly uncontrollable rage! She could barely contain it as she healed what she could of her new friend's injuries.

She turned from his unconscious body and looked for a target. Luckily, the battle in this room was not quite over...

Luna's eyes turned white and began to glow as she used her anger to summon immense amounts of magical energy! Tables, vending machines, ovens and anything else that wasn't bolted down rose in to the air and began to collapse in on themselves as the magic Luna was using unintentionally affected everything in the room. She lifted every Solar Empire soldier in the room and violently tore off their armor. She brought the metal in to a single mass and circled the soldiers around it in mid air. She compressed and heated the armor until it was a solid, near-molten object. She simultaneously tore it in to chunks and launched the still white hot metal at incredible speeds at the ponies she had captured.

She let them go and fell to her front knees as her outburst subsided and the Solar soldiers dropped to the ground, in lifeless heaps.

As she calmed down, she looked at the soldiers she had just killed.

'I didn't need to kill them all, dammit!' She looked at the ponies on the ground, each one was dead because of her. Luna sighed. 'Ponies die in war, if I cried for every lost soul I would never stop...'

The thought did little to lift the weight from her shoulders.

"Medics, tend to the wounded. You there!" He pointed to a group of ponies who were staring at Luna. "Guard the door!, the rest of you be ready to push to the control room!" He turned to Luna. "That was amazing Princess! Why didn't you do that earlier?"

"It is not something I like to do Major. It's a power I don't have full control over and it is something I can use only in times of extreme emotional... Distress... You can see the results." She didn't take her eyes off of those she had killed.

He seemed to know what she was thinking.

"The first ones are always the hardest to accept. It never gets easier, but this is war Princess. If there is a peaceful way, we would all prefer it, but remember that she struck first." He put his hoof on her shoulder in a comforting gesture.

He was right. She knew what would happen when she started this rebellion, but more importantly she knew what would happen if she didn't...

After her transformation in to Nightmare Moon and subsequent terrorizing of Equestria, she felt guilty leading these ponies in some sort of righteous rebellion against her sister. It just didn't seem right fighting against the sort of thing that she and almost caused herself.

Major Hoofstrong knew she was mourning the loss of fellow Equestrians and for Lieutenant Havoc's crippling injury, but this battle wasn't over yet.

"Princess, we must keep moving..."

Silence.

"Princess-"

The walls began to tremble and they heard the gears of the main gate opening. Shortly after they heard the earsplitting eagle-like screech of a gryphon as they began fighting the ponies within. This seemed to remind Luna of the other ponies still fighting for their lives inside the wall. She got to her hooves.

"I see you brought friends." The Major smiled at her.

"Friends that are going to be pushing my sister's troops towards us, Major. Lead the way."

"Yes, ma'am!" He spoke to the room at large. "All able-bodied ponies, form up on me! Mustang and the Gryphons are pushing the enemy towards us! We're going to meet at the control room! Ready yourself for a tough fight and steel yourself against what you are about to do to your fellow Equestrians..."

The Major led the way through the door and down more stairs. They were one level above the ground floor at this point, the same level as their objective. The hall was lined with doors that led to more hallways, stairwells and rooms, and at the end of the hall was the control room. It was filled with Solar Empire troops, at least thirty of them were in there trying to use the radio to call in reinforcements. Luckily the wall was so thick that no signal could get in or out unless the antenna on the roof was extended and the gryphons guarding the roof, were not about to let that happen.

"I don't see the others, looks like we're on our own."

The major whispered to Luna, "Do not worry Princess, all my stallions need is a little bit of encouragement to prepare them for this battle!"

"Encouragement? Like wh- What are you doing?!"

Major Hoofstrong turned to his stallions and ripped off his shirt, flexing, displaying his perfectly muscular physique.

"BEHOLD PONIES! THE PERFECT SPECIMEN OF A SOLDIER! HAVE NO FEAR, I AM-"

"Major, be quiet they'll hear-"

She was interrupted by shouting from the control room. They had indeed heard Major Hoofstrong and were now rushing down the hallway towards them.

The Major lead the charge before anypony else had time to follow, leaving a large gap between the Major and his soldiers. This left him fighting no less than six ponies by himself until the others could catch up.

"Major you're going to get killed!" Luna tore off after the Major, firing at the ponies charging towards them, only managing to do any significant damage to one of them.

As the distance closed the Major was still by himself against five other ponies, there was no way he was going to survive the encounter. Just as they were about to collide with the enemy, they heard the eagle-screech again as a door between the two groups was slammed open and a gryphon lunged at the Solar ponies as they passed, knocking them over and sinking his talons in one as more gryphons burst through. One gryphon came in through the door so fast that she landed on all fours against the opposite wall forcing her to push off with her wings, diving in to the fray where she began slashing at ponies behind the front lines. All Luna could see were the occasional pony fly through the air as the vicious gryphon tore through their ranks in to the control room by herself. Shortly afterwords a burst of fire came out of the room.

'Looks like everypony is here!'

Facing the forces of Colonel Mustang, plus the ponies he rescued from the barracks, Luna and her forces from the galley and the gryphons, the Solar Empire forces didn't stand a chance and quickly surrendered.

Two hours later

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Princess Luna was standing outside the main gate watching as the soldiers placed a black tarp on top of the last body.

After they had met up in the control room, Mustang had sent search and clear teams throughout the wall to make sure there were no Solar Empire soldiers left: there were none. The cleanup was quick, but respectful. Luna had told them to treat bodies from both sides the same, and they were laid out here side by side. They may have been fighting each other, but they were only soldiers caught up in a war between two sisters. Looking at the number of graves being dug made this war seem pointless... What exactly were they fighting for anyway? She, Luna, wanted control of the moon again and her opinion heard on important decisions. Saying it like that sure made it sound like a pitiful and selfish reason for killing these ponies, because even though she may not have been the one to do it, every one of these ponies deaths were on her hooves. Had she simply let her sister rule, then these ponies would still be alive...

'No- What about the Solar Empire? Remember what the Colonel said about it. She has turned this Kingdom completely militaristic. There is no way she did that overnight with no planning, this must have been in the works for a long time, way before I even came back. It's not like this was entirely in response to the rebellion, I probably just sped up her plans... Right?'

"Princess Luna?"

Luna looked at Mustang, but did not answer, she went back to watching the earth ponies dig the graves.

"Princess Luna, Major Hoofstrong told me of what happened in the galley." After waiting for a response that wasn't coming, he continued. "That is a terrible power you hold." He paused again, then continued. "You know Princess, sometimes in a fight, a pony will have to watch his best friends die in front of him. It's hard to control emotions like that... You know what most ponies do?" He didn't wait for a reply this time. "They do one of two things; they either break down and stop in the middle of a fight, or they lose control and aim their anger towards their enemy, trying to cause as much damage as possible. If they lose control like that, they often try to make their enemy feel the pain that they do, so they don't aim to kill, they aim to cripple their opponent... Would you say that's what you did Luna?

She swallowed hard and nodded.

"I completely lost control."

"I examined the bodies. Each one that you killed had a small hole in their forehead. That's a clean kill Luna, they felt nothing when they died. That doesn't sound like losing control to me, Princess."

"Then why did I kill them?" She looked down at the blood that wasn't hers still caked on her legs.

"You had just seen somepony that saved your life crippled in front of you, you were drenched in his blood, you were in the heat of battle and that doesn't leave a lot of room for thinking about mercy, especially when you remember that they had just been killing your allies. War is always the same Princess, war never changes, killing is a part of war, and given the circumstances... You did it with a mercy that none of us would have given them."

She wasn't entirely convinced, but she could see what he was trying to do for her.

"Thank you Colonel, but how can I expect these ponies to die for me after what I've done? After Nightmare Moon Colonel... How can I ask that of them?"

Mustang let out a long sigh.

"Princess, had you not killed those ponies yourself, then my stallions would have. They would have killed them in a way that made sure they paid for our dead allies. The Solar Empire soldiers would have slowly bled to death, or had broken bones all over their body, or spent hours in pain as their brains swelled due to blunt force trauma. The point is anypony, and I mean anypony, in your position would have killed those ponies in ways that would have been far worse than you did. Anypony but you..." He gave another pause.

"Especially Nightmare Moon-"

'-Loyalty-'

"-and especially your sister."

He walked off back towards the wall. She was grateful to have made a friend like him...

It was twilight without a cloud in the sky and she could see her beautiful moon high above her.

'Too bad it's raining'

A tear rolled down her cheek.

Delusions of Grandeur

Delusions of Grandeur

The pair were walking to the main chamber where their Princess was. They had spent hours discussing it and had agreed on a plan, but Twilight was getting cold hooves.

"But Rainbow Dash, she is the Princess! She may be acting a little out of character, but she has been alive and led us longer than anypony can remember! We should be able to trust that what she's doing is right..."

"You know as well as I do that what she's doing is wrong Twilight! She can't just control ponies like this, even if she can justify the Solar Empire that doesn't excuse everything it does. Forcing ponies to join the military-"

"-We need more soldiers!"

"-forcing earth ponies to work in the new war factories-"

"-they can do the heavy lifting needed to make weapons and armor-"

"-forcing Cloudsdale to change the weather to fit her needs!-"

"-she can drought her enemies and give us an agricultural advantage if this war drags out-"

"declaring marital law-"

"-there has to be order, otherwise Luna could spread her influence inside our Empire!"

Rainbow Dash was getting frustrated with Twilight, it was all she could do to not yell at her friend.

"-and what about the experiments she has the unicorns doing! What they're doing down there isn't science or magic, it's sick! How could you even defend her knowing what they're doing to those poor ponies downstairs?"

They had stopped walking and Twilight just looked at Rainbow Dash with a pained expression on her face.

"She's my Princess... I grew up with her. There has to be a reason Rainbow Dash, there just has to be!"

Tears were welling up in Twilight's eyes. Rainbow sincerely hoped that her friend was right.

"Come on Twilight. We'll get this figured out."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Twilight and Rainbow Dash approached Princess Celestia in the main meeting chamber where she was writing on a large scroll of parchment.

"E-Excuse me, Princess Celestia?"

"Yes, my faithful student?" She looked up from her writing and smiled.

Twilight didn't smile back, but instead spoke clumsily on.

"May we speak to you? Do you have a moment?"

Celestia looked at the two curiously.

"Princess, we just wanted to-.... Well, were wondering if-"

Rainbow spoke loud and clear, her tone made sure Celestia understood their disapproval.

"We need to talk about the way you've been acting Princess, martial law, forcing the earth ponies to work in your factories. I know that we're at war, but some of things you're doing... They aren't right."

Celestia kept her smile as stood up and walked over to one of the stained glass windows.

"Come here, will you?"

The young mares looked at each other and cautiously walked over to the Princess' side. They followed Celestia's gaze to the story depicted on the window, this one showed Luna being banished and then her defeat by the elements of harmony wielded by Twilight, Rainbow Dash and their friends.

"Whenever a Kingdom or Nation is threatened, its leader must take action to defend their subjects. Long before Nightmare Moon, Discord terrorized this land. He did unspeakable things to the Alicorns and created terrible chaos wherever he went. When Luna and I stepped up as leaders for Equestria and defeated Discord, its citizens knew that they could trust us.

Years later, when my sister became jealous and transformed in to the Mare of Darkness, Nightmare Moon, she bathed the land in eternal night, so I took steps to defend my Kingdom. I sought out my sister and defeated her in battle using the Elements of Harmony. But being one mare, I had no way to transform her back, so I sent her to the moon in the hopes that, with time, she would return to her normal self. The ponies of the time were wary of me for banishing my own sister, questioning my motives, but in the end when they found out, they were grateful and were again reminded that they could trust me." She paused for a moment, thinking about the past.

"Ponies wondered why we closed our borders to the Gryphon Kingdom. Shortly afterwords, they launched a vicious invasion in to Equestria. Luckily I had been warned in time and we were able to halt them at our Northern borders, narrowly avoiding destruction. For a third time, the ponies of Equestria were shown that they could trust their leader...

A thousand years later my sister returned, this time stronger than she was before. I couldn't defeat her by myself, but I knew of the Elements of Harmony and I knew that if anypony could find them, bring them together and use them to their full potential, that it was you Twilight." Twilight blushed as Celestia smiled down at her.

"The six of you defeated Nightmare Moon just as I knew you would and again Equestrians knew they could trust, not just me to know how to protect them, but the Elements of Harmony."

Princess Celestia walked back to her table and looked at the two friends.

"Equestria trusts me. They know that the Solar Empire is for the best, they know that since we are at war, they will have to focus on helping our soldiers by making war materials. The unicorns in the dungeons downstairs are doing experiments as kindly as possible and the ponies they are preforming them on all volunteered. They are becoming the ponies we need them to be, instead of fearing for them, you should be proud of them. They are sacrificing a lot so future generations can live free."

"On the other hoof however, my sister has done terrible things in the last two months or so with this rebellion of hers. Not only is she forcing us to fight our fellow brothers and sisters, but she has gained the support of a major economic power in Equestria, she has support of the Star Swirl Society and there are reports of an ancient race of ponies from deep within the WhiteTail Woods on her side."

Twilight stared at Celestia, at a loss for words.

"The entire Star Swirl Society!? But- but... All of- of course! Trixie is in charge of them, no wonder they joined Luna... Wait, what about their library! All of those poor defenseless magical books..."

"Not only that, but the Northern Wall is late with their monthly report. I had sent a full battalion and then some! It's been far too long with no contact, we must assume that they were defeated. It was the only thing defending us from the gryphons, it is also safe to assume that she has allied herself with them. This will be a fierce battle young ones, there will be much blood spilled on both sides...I can't bear to think of what is to come, but there is truly no hope for her..." A sincere tear rolled down Celestia's cheek.

Twilight accepted Celestia's explanations easily, and she had some good points, but Rainbow Dash was a bit more hesitant. There had to be more to the story, how could Applejack join somepony so evil? They had known each other long enough and Rainbow Dash knew that her AJ was the most honest pony alive, which meant she was good at spotting lies. As if on cue a faint scream floated up to them from below the castle. Rainbow Dash shuddered as she looked out the window, she could see almost all of Equestria from here...

She spoke under her breath, "If I knew where you were AJ..."

Princess Celestia

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

She hadn't lied to them really... Well maybe about the dungeon ponies, but everything else was more or less the truth. Celestia was absolutely positive that the Gryphon Kingdom had invaded and she knew that there was no hope for her sister. If the Elements of Harmony couldn't save Luna from Nightmare Moon, then there was really only one thing left to do about it...

Celestia closed her eyes and sighed. She didn't like thinking about the final battle with her beloved sister.

When they were young foals she and her sister had been the best of friends. She and Luna couldn't be separated for hardly anything! They played games, explored the nearby forest, shared secrets and went on all sorts of wonderful adventures! There was nopony she loved more than her sister.

Thousands of years later after their childhood friend, Discord, had caused the deaths and near extinction of the Alicorns, Celestia and her sister had used their powers to breath new life in to the land and bring order and harmony to Equestria. Together, they saved every living being in existence and defeated Discord by themselves.

She loved her sister and it broke her heart when, many millenia later, she was forced to banish the Mare of Darkness that Luna had become to the moon. After that day she was determined to discover what had changed her sister and to never let it happen to herself. After nearly two hundred years of research and experiments, she made a breakthrough.

Luna had become jealous of her sister because nopony was ever awake to enjoy her beautiful night. This jealousy was in direct opposition to the Elements of Harmony, specifically loyalty. To be loyal is to be trusting and jealousy was the opposite of trust. Opposing the elements in such a way had caused her to feel resentment and hate towards Celestia. She kept the feelings bottled inside, trying to hide them from her sister and their subjects. Eventually she couldn't any longer and her sark feellings spread through her body like a virus! Amplified by her Alicorn magic, her feelings manifested themselves outwardly in her personality and in appearance.

Luna hadn't wanted to worry her sister and Celestia felt sure she was ashamed of how she felt. The transformation was slow and steady, the evil affecting every part of her being, forming a sort of second personality that overtook the kind and sweet Luna that Celestia grew up with.

At the end, Luna still believed that she was the same old Princess she used to be, completely unaware of the evil that had consumed her.

'I'm sorry I couldn't help you sister...' she thought to herself.

She walked over to the mirror and began brushing her mane as she looked at the desk.

The banishment was only temporary. Deep down inside, Celestia knew that it would eventually come down to this, down to the only solution available. The only way to rid Equestria of the Nightmare Moon within Luna was to kill her and Celestia had to be the one to do it. Of course nopony would be happy about it and she knew that her allies would see it as an attempt to take the throne for herself, they would think Celestia was trying to become a dictator. They would attack and try to remove her from power, so what else could she do, but create an army to defend herself? Now that her sister had created a rebellion, this army was even more necessary, and there was no other way to get the soldiers needed other than restructure the Kingdom.

'That's why I made the Empire. They may not like it and some may think me crazy for it, but sometimes the leader knows best. If only these ponies knew what would happen if I let them do as they pleased...'

The Solar Empire had declared martial law in many major cities, imprisoning anypony who was convicted of conspiracy against the Empire or who had broken any of the new laws created by their Princess. Nopony was allowed to meet in groups larger than five in public. Ponies weren't allowed to wander the streets without purpose, or be out past curfew. Nopony could go outside without being stopped by soldiers.

'Without the Empire we would be in danger of crumbling from the inside, we need to keep control! I can't let her gain more support. Necessary, yes... Necessary...' She continued to unconsciously brush her mane, but unknown to her thin coils of magic were coming off of the aura surrounding the brush. They snaked through her mane, weaving themselves in between the hairs and beginning to glow a soft red-orange.

It was all for the best. She had been leading Equestria for over one thousand years by herself and it had been near paradise this whole time, this was just a hiccup in her rule. Afterwords though, she may have to make sure nopony so much as thinks of standing up to her again and perhaps the gryphons could be taught their place...

'If I can't help my sister, at least I can learn from her. I swear -'

She put the brush down and looked in the mirror.

Tendrils of magic were still weaving around her body, but her hair had already been converted in to a mane of bright orange flames that fluttered in a wind that wasn't there. Her coat was now a pale yellow that seemed to give off its own light.

She smiled as she spoke to her reflection.

"I'll never end up like her..."

Moon Base

Moon Base

Luna walked down the hallway and in to the room that was now the only way to the new lunar base. What was once a clean and sterile white walled room, was now an organized mess filled with machines and supplies of odd sorts with Gaians and members of the Star Swirl Society scurrying about. Luna looked in the corner and saw that Derpy and Alun were watching the falling muffin again.

"Princess Luna! Good timing, we just finished the life support in sector one and grav-gens are working, so you won't be floating off, as long as you stay inside the building and within their effective radius!"

Luna's brain was getting that itch again.

"That's good!... Right?"

Trixie joined the group.

"Very good, Princess! How did your trip to the Gryphon Kingdom go? Did you make any new friends?" She gave Luna a large smile and stared at her, fluttering her eyelashes in a goofy way.

"More friends than I expected... We lost some too..."

"Oh goodie! I love having more friends!-"

"Princess, what do you mean "we lost some"? Did something happen? And where is Sir Klass?"

The trio walked over to the portal, which had been magically doubled in size to meet the traffic demands of building an entire base on the moon.

"No need to worry about Sir Klass, he is safe with the gryphons. He will be joining us later, we have hit a snag though. Gaia, you said the base is almost done? Can you give me a short tour?"

"Ooh, yes Princess! This is going to be sooo fun! Applejack, Rarity and Fluttershy are already on the moon, we can meet them there!"

The trip to the Gryphon Kingdom had taken a while and Luna was anxious to hear what had happened in Ponyville and here on the moon in her absence.

"Clearly you two have been busy here with the Moon base, tell me what else has happened since I've been gone. Have we recruited anypony else? How are we doing equipping our current soldiers?"

The two ponies looked at each other and smiled.

"Princess Luna... I think it would be easier if we showed you."

Luna looked from Trixie, to the portal, and back again.

"Just walk on through-"

"-and you'll end up on the other side." She nodded encouragingly as she said it.

She faced the portal and paused with a hoof in the air.

"Home sweet home."

And with that she jumped through the portal. As her face broke the surface she felt as though the portal yanked her through, it was like her entire body was being pulled through a small tube. It sucked the air from her lungs as scenery passed by her so quickly that all she could see were flashes of light that created the tunnel she was being sucked through!

And then she was on the other side, mid way through her jump. She landed gracefully and looked back behind her as Gaia and Trixie followed her through.

They were standing inside a large bubble made from a green magic radiating from that odd probe Trixie had thrown in when they first opened the portal. The landscape was very familiar, save for the small metal building to her left.

"That was weird..."

"What?- Oh! That. Yeah you get used to it. It seems like it takes a while for the pony going through the portal, but in reality your travel is instantaneous. Quite fascinating really, I'll have to show you our research files sometime! We have some-"

"Oh come now, you can talk about portals later, I want to start the tour!" Gaia was eager to show off her work and led the way towards the metal building to their left.

The walk wasn't long, but it took them past several other buildings in various stages of construction and what seemed to be an excavation site off in the distance.

"What's that over there?" Luna gestured toward the dig site.

"Oh, we're not entirely sure, but from what we've dug up so far, we think think that it's some sort of mechanical dolphin...."

Luna quickly looked away from the dig and locked her eyes on the metal building.

"Oh... Y-you don't say?"

Gaia gave her a legitimately confused look.

"Yes- actually I do say! Anyway, there seems to be a rattling coming from the dolphin, as if something were trapped inside. Actually they are supposed to be opening it now if you would like to go see." Trixie and Gaia stopped, but Luna picked up her pace, trying to put as much distance as possible between her and that crazy sphere she had trapped in the dolphin.

"Oh no, no, no- I don't think we should. We're short on time as it is!"

The two ponies turned to follow, but stopped at the sound of metal being wrenched apart in the distance as the dig site ponies opened the dolphin.

[size=9]"SPAAAAAAAAAAAAACE!!!!"[/size]

"What was that?"

Luna began running and yelled over her shoulder.

"Come on, we need to hurry!"

"But Princess- Ugh!" She gave up and followed Luna to the structure ahead.

The building was small and wide, it reminded Luna of the small rest stops on those long roads between cities and towns. The building was made of a dark metal and covered in piping, antennas, control panels and maintenance shafts that gave it a harsh imperialistic look. In place of a door was a smooth section of metal.

"Kinda small don't you think?"

"Haha! You're so silly Luna! That's only the entrance!"

Luna was confused, but followed the odd green pony to the smooth section on the building.

"So, how exactly do we get inside?"

No sooner had she said it then the smooth section split in two and retracted in to the surrounding wall. It was a door and it moved by itself! Impressive...

Inside, the floor was a grey metal, with an identical ceiling. The walls however were broken in to sections, so that every five feet or so there were large triangular panels which, according to the label, were used to store emergency weapons, armor and power cells ('whatever the heck those are'). Between the storage paneling vertical slots approximately two inches wide and three feet long that were cut in to the wall to reveal a light source behind it. This was a pattern followed throughout the room, which Luna was starting to realize was only a lobby of sorts, except there were no chairs and only one pony standing guard behind a desk next to a large metal cylinder built in to the wall. Maybe it was another door?

"Good evening, Sure Shot"

"Good evening Ma'am."

The guard pony was a darker shade of green than Gaia, with a dark brown mane. He was wearing an elegant, yet menacing set of armor that covered most of his body. The armor was made of a dark metal that seemed to be modeled after the feathers of a bird and had small, intricate lines that curved their way from his shoulders down to his breastplate where they all met at a ruby that was only slightly bigger than the one on Celestia's crown. The lines extended from the ruby and traveled over the armor that covered his body. The helmet was not unlike that of the Canterlot Royal guard, except some sort of black material covered his eyes and instead of a plume, the helmet's armor extended back behind his actual head and ended in points, giving him a devilish sort of look. The metal seemed to absorb the light around it, making the pony look very intimidating.

They walked towards the cylinder which opened, confirming Luna's suspicions of it actually being a door. Trixie pressed a button on the wall and the door closed behind them as the elevator began to move. It was dark in the elevator, except for the lights that flashed through the opposite wall, which was apparently glass, at regular intervals.

"That was some impressive armor he was wearing back there. Glad to see Sir Klass' bits are being used well."

"Oh, yes they are, but not on that. No, we've had that model around for a while now -

"Don't forget Trixie's modifications!"

Oh, yes that was quite a bit of genius, Trixie!

Gaia gave Trixie a wink.

"Anywhosie we've got those bits going to things like supplies and research and development- oh! And the construction of this base, of course!"

"Not to mention that side project of yours."

"Oh- That little old thing?"

"Little? Ha!"

Luna felt as if she were missing an inside joke, "I'd like to know about this side-"

The dark elevator had suddenly been bathed in light, blinding the ponies for a moment as they tried to look through the elevator window.

The elevator had just entered a cavernous room that was so full of activity that it took Luna a moment to sort it all out. The elevator traveled down the back wall of the room, well "room" wasn't exactly the right word. It was more like a warehouse, a huge facility that was being used to train soldiers and house weapons, supplies and armor in massive amounts. The walls were lined with crates filled with war supplies. In the center of the room were hundreds of ponies wearing similar armor to the one upstairs, all marching in formation down the length of the room and following the massive hallway around the corner and out of sight. The ceiling and walls were of similar design to the lobby upstairs. The floor was a dark, almost black material that was sectioned off in to panels that could be removed for storage, maintenance, etc.

Luna couldn't help but stare, slack jawed, at the sight before her as the elevator brought her to the ground floor. The rebellion had only started three months ago and the Moon Base project had started a week later. How was it possible that they had this kind of support and resources?!

She regained some of her composure.

"You sure have been busy!"

"Our magic helped us out quite a bit. Interestingly enough, the moon has lots and lots of useful minerals and stuff we can build with beneath its surface, so we used that to create this place and a lot of our weapons and armor! It was a joint effort though, we couldn't have done it without the Star Swirl's help."

"We wouldn't even be here without the Gaians."

The two smiled at each other as the elevator reached the ground and opened its doors. Gaia led them out past a pony that was creating a lot of sparks and wearing a metal face mask while he used a thin piece of metal that had fire coming out of it on a breastplate like the ones she had seen other ponies wearing. They had entered a normal sized hallway that led to a room filled with bits of armor and ponies using the same fire spitting metal device that they had seen the other pony using on the armor.

"This is where we make the basic armor. Until we put in the power crystals, it's just a big ol' hunk of metal!"

"What exactly do the power crystals do?"

"We'll get to it, don't worry Princess."

They continued through to an adjacent room where odd shaped things were coming out of the wall on a conveyor belt. The unicorns in the room were picking up the devices, pointing one end of them at a target on the opposite side of the room and then they would make an odd noise as a short beam of red light flew out and hit the target, causing it to sizzle. The unicorn would then put it in a bin labeled "Operational".

Luna walked up to a conveyor belt to examine one of the odd contraptions.

It was a long hollow tube with two handles on it. One near the closed end of the tube and another somewhere near the middle. The middle handle was shaped like a crescent moon and gave a comfortable looking spot for a hoof. Luna picked one up with her magic and hovered it in front of her, pointing it the same way the unicorns did. Trixie watched anxiously.

"Princess, those are dangerous, you need to be careful!"

Luna ignored her as she played with the device. She sat back on her haunches and placed her front left hoof on the crescent moon handle and her right hoof directly in front of the rear handle. It was a bit heavy and a little awkward, so she changed her grip.

*PEW*

Light erupted from the end of the tube as Luna accidentally fired the weapon.

The weapon was suddenly surrounded by a light blue magic as Trixie tried to take it from Luna.

"Please Princess, Trixie doesn't want you hurting anypony."

Luna wrenched it free from Trixie's magical grip.

"Now hold on Trixie, give me a minute!" She looked like a kid that had just bought a fancy new toy and was too proud to read the instructions.

Trixie gave her a concerned look, but stopped trying to take the weapon.

Luna readjusted her grip, being sure not to pull back with her right hoof, since that seemed to be pressure sensitive and the way to fire the weapon. She pointed it at one of the targets and pulled back with her hoof.

*PEW PEW*

She missed pathetically, leaving scorch makes on the wall behind the target.

"Princess? Do you see that curved part near the back?"

"Yes."

"Well, we call the whole thing a blaster rifle, and the back part is the plot. It's supposed to go against your shoulder, then you look over the top of the rifle and aim that way."

Luna put the plot of the gun against her shoulder and raised it to eye level. She pointed it downrange towards the target and pulled back.

*PEW*

She hit the target dead center as Gaia stomped her front hooves on the ground, clapping.

"Oh goodie! You've got some skill Princess! Did you have fun?"

"Yes! That's a weapon, right?" She handed it off to one of the unicorns.

"Yes Princess, it's a smaller version of a- Well a very large one we have. It won't kill, but it will be invaluable in the field. Think of it as firing magic for earth ponies. This way even non-unicorns can fight long distance."

"So this is where the bits have gone?"

"Not quite, Ms. Impatient! That's last on the list!"

They left back the way they came and went to a door across the giant staging area. The door led the to a staircase that took them to a glass tube that was clearly meant as an observation level. Below them at the center of the room that their observation hall circled, was no less than a full battalion of troops all being trained in different ways. One platoon was doing target practice against moving targets and getting bulls-eyes on every one. Another platoon was practicing their hoof-to-hoof combat against each other, some doing kicks, others doing takedowns and one poor pony was the designated dummy for the others who were practicing knocking him to the ground. The third platoon was going through an obstacle course and the fourth was waiting.

"Maybe I should just expect to be surprised every time we go through a door, it would probably be easier that way... What is that group doing?"

Luna pointed to the fourth platoon who was just standing around.

"Oh! They're getting ready to test our modified armor, Gaia!"

They watched the fourth platoon as they split in to two groups, all wearing that same armor Luna had seen around base. One group went to stand in a line as the others grabbed rifles. All of the other ponies training stopped to watch.

"They're going to test it on each other?!"

"Don't worry silly! Trixie and I made this stuff! It's going to be just fine!"

Luna watched as the commander of the group lifted a hoof in the air and dropped it sharply! The target ponies hit the gems on their breastplates as the other ponies each fired two shots at their fellow soldiers. The lines carved in to the armor began to glow red, green and blue as the different enchanted gems gave their armor some sort of power that absorbed the lasers before they impacted the ponies.

The commander ordered another round. The ponies fired with the same effect. He gave the fire at will command and only called off the volley after a solid minute of shooting. The armored ponies stood there unharmed. The soldiers began cheering as the commander looked up at Trixie, Gaia and Luna and nodded with a smile on his face.

"I told you Trixie!"

"Trixie thinks the Sapphire was a bit more effective at absorbing the shots."

They began walking back to the staging area.

"That was amazing!"

Luna was at a loss for words as she walked with the two ponies, wondering what she was going to show them next. At this rate all they would have to do is show up to the battlefield and say "boo!" and they'd win! For the first time since this whole thing had started, Luna was actually glad for the war. At first she thought it would be a blood bath, ponies dying on both sides, but with the technology of the Gaians, the bits from Manearola and the magic of the Star Swirl Society, Luna was beginning to think it was going to be a quick fight.

They walked down the massive hall that the soldiers from earlier had marched down and took a door to the left. They went down a hallway and walked in to a conference room with a large circular table in the center of it. The NLR's logo was on a banner behind the biggest chair, that was clearly meant for Luna, and examples of the Solar Empire's propaganda posters were along one of the walls. Sitting at the table was Applejack with her front legs crossed on top of the table and her face buried inside them, flanked by Rarity and Fluttershy.

Applejack looked up at them as they entered. She wiped her face with a hoof and straightened her hat.

"Well there y'all are! It's good t' see ya again, Princess."

"And you too Applejack. I see that Rarity joined us."

"I did my best, Princess."

"That's all I could ask for Applejack."

Princess Luna took the seat at the head of the table and looked around the room.

"So, what news do you have for me?"

"Well Princess, as you can see, the Solar Empire has started spreading the word of your rebellion, which is both good and bad. Many of the citizens believe her, but knowing that there is a rebellion, the few that don't, have attempted to seek us out.

Celestia has also kicked her new regime in to high gear! She is creating soldiers faster than I, the great and POW-"

*cough*

"I apologize, Princess. Old habits... Anyway, she has huge numbers of troops and they're only getting bigger as the days pass. By this point, we can assume she knows about the battle at the wall, so she knows we have gryphons on our side, but she may not know about Colonel Mustang joining us."

"Speaking of Colonely Mustang, he should be here pretty soon, Princess! Him and his soldiers are going to help us train and we're going to upgrade their armor and weapons! Oh! And the gryphons! They're going to be here too! It's going to be a big party here on the moon!"

"Yes, well... She's right, soon everypony will be here on the moon. We've been recruiting in outlying towns and it's bolstered our numbers quite a bit, but at the rate Celestia can turn them out, we're going to be pretty evenly matched. I believe though, with our technological advantages, this will be a quick fight and hopefully we can take control with minimal casualties."

"Excellent news!" She turned to Applejack. "Applejack, I'm interested in what happened to the others. Did they join Celestia?"

The others looked away awkwardly, they had already heard the story...

Applejack smiled as a fresh tear rolled down her cheek.

"Princess, the others- They didn't want to join. Pinkie Pie is still in Ponyville, but Twilight went to Princess Celestia with- With..."

"With Rainbow Dash. We saw her fly off, I know Applejack."

Applejack tried to keep the smile, but couldn't stop the tears. She sat back down and assumed the same position she had been in when they had entered.

Fluttershy put a hoof on Applejack's shoulder as she began to sob.

"It's okay. You know her, she'll come back to us! She'll see what a big ol' meanie head Celestia is and come right back!"

"She's right darling! We'll make sure she stays safe, don't worry AJ."

Being called AJ made her cry harder.

Luna was slightly confused.It sounded as if Applejack was only worried about one of her friends. She stood up and pulled Gaia and Trixie to the other end of the room so she would be out of earshot.

"Did I miss something?"

"Well, Princess... She knew that all of them wouldn't join us, Applejack had prepared herself for that. She's still worried about Twilight and Pinkie, but she had known somepony wouldn't come with her. Rainbow Dash and Applejack were more than just friends... You can't really prepare yourself for a loss like that, especially when it puts you on opposite sides of a war."

Luna's heart sank. She hadn't known it was like that, she felt terrible for splitting the two apart. There had to be something she could do for her. Some comforting words were the best she could come up with, so she walked over to the trio at the table and sat next to Applejack.

"Applejack. I'm sorry, I didn't know what she meant to you. I promise you that she will still be there for you when this is all over. I will protect her with my life for you if I must. We're going to win this with as little death as possible, there is no way she can stand up to us with all the ponies and advantages we have! You needn't worry Applejack."

Her face was still buried, muffling her voice.

"-ouldn't -orry?"

She lifted her head.

Luna had said the wrong thing.

"Shouldn't worry?! Why shouldn't I worry!? This is war, we can't just march in there an' expect 'em to roll over for us! Y'all talk like it's gonna be easy- You said it yerself Trixie! We're going to be evenly matched! Even if we have an a'vantage or two, it's war! You think some fancy armor or one of Gaia's crazy inventions would save us, even if those things worked in the firs' place?! Two armies against each other and you think we're just gonna win? Ponies are gonna die! I could' die, you could die, Fluttershy, Rarity, Gaia, Twilight, Pinkie and my Dashie could die! So don't you try an' tell me this'll be easy! That I shouldn't worry! If you haven't worried abou' it then we've already lost and you put us through this for nothin'!"

Applejack was nose to nose with Princess Luna, glaring with tear stains in her coat and hate in her eyes.

'Honesty'

Even as she said it, Luna knew she was right. The tour of the base and Gaia and Trixie showing off their technologies had done nothing but make Luna overconfident. She was certain that the war would be easy after all that they had accomplished, but she hadn't stopped to think of what they were up against. Celestia knew about the Lunar republic and was no doubt preparing for it. There wasn't going to be any element of surprise, or fast acting coup, this was going to be a war of attrition. They were going to kill each other in such numbers that one side would give up or run out of ponies.

"I'm sorry Applejack. You're right, I wasn't thinking rationally. I can't keep the promises I made, but for what it's worth, that doesn't mean I won't try."

Applejack glared at her a moment longer before turning and running out of the room.

"I-I'm sorry Princess. She's just upset."

"It's okay Fluttershy, she's right."

Rarity and Fluttershy went after their friend.

Luna let out a long sigh.

"She sure put us in our place didn't she?"

"Her element is honesty..."

They sat in silence for a few minutes, before Luna broke it.

"Well... Is there anything else?"

Gaia seemed unperturbed by Applejack's outburst and kept her same old bubbly attitude.

"Oh, well this is a fun one! Come on now."

Luna followed Gaia down the path the marching soldiers had taken earlier. They walked down this enormous hallway for perhaps twenty minutes before they reached a large viewing window that extended left and right for as far as Luna could see.

Gaia walked to a nearby console and entered a password before pressing a button labeled "LIGHTS"

On the other side of the glass Luna saw, and heard, lights turning on starting from the far end of the room and coming towards her. As they came closer, Luna saw that they were illuminating a gargantuan building. The building was painted a midnight blue and was too large for Luna to see all of at once, in fact all she could really see was the large chunk of metal visible through the glass. It was a very odd shaped building...

"Gaia, why is there a building in there?"

Gaia laughed loudly. It was the kind of laugh that hinted at crazy... And genius...

The last light turned on revealing, in huge purple letters:

LOVE

¡Viva la Revolucion!

¡Viva la Revolution!

Luna and Gaia spent the next four hours touring the building labeled "Love" and it's nearly finished twin "Tolerance". Gaia spent her time speaking a language completely foreign to Luna as she explained things like life-supper-ort, genies and thermo-dime-attics. Luna wasn't quite sure she was getting the words right, it was all quite confusing really. In fact she wasn't quite sure she knew what this thing was supposed to do, it seemed rather odd, at first, to put a building underground on the moon, but then Gaia told her that the ceiling opened up, which didn't seem much help unless this building could shoot from here to Equestria. That seemed to be the only option though. Luna had no idea how they expected this thing to be helpful, but she trusted that Gaia knew what she was doing.

Luna was being cautiously optimistic.

'Well Princess, what do you think? Amazing aren't they? It took a lot of high-tech stuff and nearly every advanced piece of equipment we've ever made to go in to these babies!" Gaia gave the mysterious building an appraising look and turned to Luna with pride.

They were back at the observation window that gave a tiny glimpse of the massive structure.

"Well, like Trixie said when I first met you... I'll never understand you Gaians. I know you've done well though and I'm sure they will be helpful against the Solar Empire."

'With all the bits sunk in to them, they'd better be.'

"Let's get back to the meeting room. We didn't quite get to finish our one. We still need to tell you what's going on!"

They made their way back through the cavernous halls, which Luna now realized must have been used to transport large parts from the surface to the rooms where the buildings were housed. The walk back seemed much quicker and before she knew it they were back in the conference room. Trixie, Rarity, Fluttershy and Applejack were sitting at the table talking when they entered, but were suddenly silent when they saw Luna. Applejack stood and walked to meet the Princess half way.

Applejack stopped short and looked Luna in the eye.

"I'm sorry Princess. It was wrong of me to yell at you like that-"

"-Please Applejack, it's quite alrigh-"

Applejack held up a hoof to stop her.

"No Princess, let me finish. It was wrong of me to act like that. I know that all y'all want is what's good for all of Equestria. I'm sure that the thought of war an' the ponies that are gonna get hurt makes it easier to grab any hope that this'll be easy wherever you can get it. Knowin' that we all are gonna lose friends... It jus' made me mad tha' you could lie to yourself easier than I could, Princess."

"I should be the one apologizing Applejack, I was the one being foolish. You were right, this is war and we need to treat it as such. We will win this war and we will free Equestria from Celestia and we will treat it with every bit of dignity and seriousness it deserves. I promise."

Applejack smiled, reassured, at the Princess.

Luna walked towards the head of the table, but stopped and turned towards Applejack.

"And Applejack?"

"Yes, Princess?"

"We will get her back for you."

Applejack found it a bit difficult to talk, but managed a stiff,

"Thank you kindly, Princess."

Luna took her seat at the head of the table, the rest of the ponies followed suit as the meeting began. She looked at the ponies around the room and decided she would start with the story of her trip to the Gryphon territory.

"Approximately two weeks ago, Sir Klass and I left for the Gryphon Kingdom. On the way there we were attacked by a small group of Solar Empire soldiers. This was our first encounter with them and we didn't know that they were with the Solar Empire until we reached the Northern Wall."

Some of the ponies gave her a bit of a confused look at the mention of the wall. Grimfeather had said it was a secret to most Equestrians so she decided to explain.

"I don't know much about it's creation, it wasn't there when I was banished, but from what Sir Klass and the Gryphon King told me, it was made by the military to keep out the gryphons. Apparently Princess Celestia had created hostilities between the two nations in preparation for a later invasion. The wall was built to protect the border and as a staging area for covert attacks in to the Gryphon Kingdom. It's less of a wall really and more of a large fortress built in a steep valley, with a garrison of troops inside.

Anyhoof, when we reached the wall we were met by the commander of the wall, a stallion named Colonel Mustang. At this point, Princes Celestia had already ordered them to capture us, but the Colonel's loyalty to both Princess' gave us a chance to explain. He offered us his allegiance and sent us on our way after he received word that Solar Empire forces would be coming to 'assist' in defense of the border.

Once we were out of sight of the wall, we were picked up by Gryphon Kingdom security forces. The Captain escorted us to Talon Peak. On the way we noticed the heightened security of the gryphons, they seemed to be constantly ready for war. When we spoke to the King, he confirmed this, but after asking for his help to end the threat to his Kingdom and to Equestria, he had to decline, simply because his Kingdom could not afford it. That is until Sir Klass offered to fund their entire war effort!" The others looked at her with shocked looks on their faces.

"Yes, yes, the entire kingdom! Sir Klass then left with the gryphons to bring back the bits needed and I left for the Wall with a squadron of gryphons, ready to help Colonel Mustang fight off the Solar Empire. When we got back, the fight had already started. The gryphons were quick to take out the pegasi outside and after finding Colonel Mustang, we split up and... We. Well.. We uh- eliminated resistance."

Princess Luna paused for a moment, remembering the death and destruction caused by the fighting and specifically the ponies she had personally killed.

"P-Princess? Are you okay?"

She was silent a moment longer.

"Yes, Fluttershy, thank you, but don't worry. It just wasn't a pretty sight, to say the least.

Well, needless to say, we made two powerful allies; The Gryphon Kingdom and the ponies of the Northern Wa-"

A stallion wearing the new Gaian armor burst in to the room, stood at attention and spoke to Luna.

"Princess, ponies in Canterlot armor have made their way to the Star Swirl Society! We stopped them at the entrance, but they claim to be allies. They are lead by a Colonel Mustang and Major Hoofstrong ma'am!"

"Speaking of which, it seems the Northern Wall forces are here. Let them in soldier, thank you. Oh and tell them they're late."

The soldier looked a bit taken aback, but saluted nonetheless and left to pass on the orders.

"Oh goodie! New friends! I'm going to go say hello!" Gaia bounced off after the soldier.

They watched as the door slid shut behind the strange pony.

"Excuse me Princess, but are you sure that these 'Northern Wall' fellows can be trusted?"

There was no hesitation.

"Without a doubt. I trust Colonel Mustang completely, don't forget that they have already fought for us and even if they wanted to, there would be no going back to the Solar Empire for them."

"What about the g-gr-gryphons? Are they... Are they nice?" Fluttershy bowed her head and seemed to withdraw in to herself as she asked, making her seem much smaller.

Luna smiled at the timid pegasus.

"Don't worry Fluttershy, they may look big and scary, but we're trying to help them as much as they're helping us. They will be kind, don't you worry."

Fluttershy smiled and seemed to relax a little. Luna tried to comfort her by smiling back.

There was a small whoosh, sound as the door opened and Colonel Mustang came in, with Gaia bouncing along in his wake.

"Good afternoon, Princess."

"Is it? I could never tell what time it was up here. It's good to see you again Colonel Mustang! I take it you found us easily enough?"

"Yes, Princess, your instructions were very clear, the Star Swirl Society do hide themselves very well!"

"We don't like uninvited guests. Quite helpful in our current situation."

"Yes it is. Princess, the Gryphon Army is in control of the wall. They told us to expect soldiers to arrive here in the next few days."

"Excellent news! How are your troops doing?"

"Well, Gaia-"

"We're giving the dearies new armor and teaching them how to use our weapons! Oh this is going to be so much fun! We're going to have mock fights and share strategies and see who can shoot the best!" She gracefully trotted from the room to go supervise the arming of Colonel Mustang's soldiers.

"What're we gonna do now, Princess?"

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Over the next few days Luna and the others planned and practiced strategies against each other in mock battles between the Gaians and Mustang's stallions. Each day the soldiers of both sides grew stronger and more efficient, doing drill after drill to minimize casualties and make themselves more effective on the battlefield. On the third day the nameless gryphon Captain arrived with what seemed like the entire gryphon population behind him!

The Gaians had created a special armor for the gryphons that was meant more for close quarters combat. It didn't quite cover their whole body, so they had more freedom of movement and it was much lighter. Instead of the gem in the center creating a deflecting shield, it used its magic to give the gryphons an increase in speed and agility in flight.

Their army was at its peak and they were nearly ready to make their move.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Princess, the only option is preemptive strike!" He slammed a balled up talon on the table for emphasis. "The Solar Empire is going to attack either way, we need the upper hand and this is the only way to do it!"

"I'm afraid he's right Princess, we need to be first. The way your sister has been acting as of late, it's only a matter of time before she does something drastic to draw us out."

Luna had her back to the others, staring at the banner that was hung behind her at the head of the table.

"It's the only option Princess."

She waited a moment before responding. She took a deep breath a sighed.

"I guess that settles it then. She turned towards the others. We need to be ready for this. Captain are your gryphons prepared?"

"Always, Princess."

"Colonel Mustang?"

"After what you did at the wall, there is no doubt in our minds."

"I the-" *Ahem* "The Star Swirls and I are more than prepared, as well, Princess."

"As are the Gaians!" Gaia sang in her regular bubbly voice.

Applejack took off her Stetson and bowed. "Yes, ma'am!"

"But of course darling!" said Rarity with a flip of her mane.

"R-Ready Princess." Fluttershy shied away from the gryphon. She was quiet, but determined.

The door slid open.

"I do say that I am ready as well, Princess!" Sir Klass came through the door dragging a large sack with a "$" printed on the side.

"KLASS!" Gaia ran over to sir Klass and tackled him with a hug! "Where have you been, you were about to miss all the fun!"

"Are you alright Sir Klass?" Luna looked at the bag he was dragging inside. "Manearola sure has a lot of bits, don't they?"

Sir Klass looked back at the bag.

"Manearola? Oh, don't be so silly Princess Luna! They kicked me out as soon as they realized I had given most of their bits to the gryphons! I dare say I won't be welcome back there for quite some time. No, this is from my own personal account. Drained the whole thing, just for you Princess!" He tipped his hat and gave her a wink.

Luna wasn't quite sure what to say at first. This pony took great pride in his classiness and standard of living, giving away all of his bits to the Republic was a huge gamble for him. She could see that his image was already taking damage from his sudden lack of wealth. He looked a bit scruffier than usual and his monocle had a chip in the corner. He had given up his position in his home town as mayor, his friends have probably abandoned him and now he doesn't have a bit to his name, but he did a great job of hiding his sadness.

'Generosity'

"Thank you Sir Klass. Your generosity is appreciated more than you know. I will repay you in any way I can."

Sir Klass waved a hoof at her in a "don't worry about it" kind of way.

"There are more important things than bits, Princess. Besides, if Celestia ruled Equestria, I wouldn't be able to spend them anyhoof!"

"Thank you, Sir Klass."

He winked as he said, "I believe you were about to tell us the next step, Princess."

"Oh, yes. Well, I was thinking... We've been quiet in Equestria. For all my sister knows, we are just a few ponies hiding in ugly dirt huts somewhere. I think it's time we said hello to her."

The other ponies (and gryphon) gave each other confused looks as Luna got up walked past them, outside the conference room and made her way to the elevator. The others followed her to the Lunar surface. Luna walked outside of the protective sphere, where the others couldn't follow.

Being an Alicorn had its advantages. For example, she was able to use her magic to keep herself alive outside of the magical barriers set up by the Gaians, how else could she have survived up here for a thousand years?

Luna walked out some distance until she had a large flat area in which to work.

She closed her eyes, took a moment to summon the magic within her, then opened them again. They were now a solid white, creating their own light as the spell she had cast gave her the ability to see magical auras.

She looked around the moon and it was exactly as she had expected. The entire moon was covered in a thick, viscous layer of yellow magic that looked out of place. Angry yellow tendrils had sprouted up and waved erratically all across the moon's surface.

Luna looked back at the ponies in the protective bubble and yelled so they could hear her, "This shouldn't take too long. Make sure you stay in there!"

She turned back and watched the magic flow like some sort of expired clam chowder, across her beloved moon.

"I'm sorry sister, but it's time you gave me my old job back."

Luna closed her eyes again, focusing on gathering her magic to fight off her sister's control of the moon. Her horn began to glow, light shone in a thin line through the gap between her eyelids and the cutie mark on her flank began to glow a bright blue! She adjusted her stance, standing still while trying to control this much magic was near impossible.

Purple magic began to slowly spread out in an even circle from each hoof. Slowly they stretched towards each other and formed a larger ring of purple around Luna. The light and energy coming off of her was increasing exponentially and was enough to make the ponies (and gryphon), standing inside the Gaian's protective bubble, shield their eyes, nearly three hundred hooves away.

The aura stopped at almost ten hooves in diameter. Her sister was fighting for control, she could feel it.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Celestia was out on the castle grounds staring up at the moon. It was the middle of the night and it was at its highest point. She could feel her control of the moon being weakened by the second and she wasn't about to let that happen!

Celestia planted her hooves, stomping each one at least two inches in to the ground as she mustered the energy to fight her sister! Her whole body was being covered in a thin yellow film of magic as her cutie mark glowed a fire-red. The magic being summoned inside her turned her mane from the small flames that it was normally these days in to an inferno that engulfed her entire body and anything close by. With the power she was using and the rage that had consumed her, she was nothing more than a large, angry ball of fire on the castle grounds.

The only way Luna could be fighting her off so easily was if she was close to the moon itself...

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The moon gave an unnatural jerk, knocking everypony on it to the ground as Celestia and Luna fought for control of the hunk of dirt in the sky. The magic at Luna's hooves had now spread far enough to where she could only see the angry yellow tendrils in the distance, but she didn't have the entire moon just yet. There were more moonquakes as they fought and a rift opened itself on the far side of the moon and began to spread towards her, scarring the lunar surface.

Luna opened her eyes and looked out at her sister's magic in the distance.

'This is your only warning sister.'

Luna stood up on her rear hooves, then brought her front ones down on the moon as hard as she could, releasing all of the magic she could muster.

The ground cracked and heaved as her magic spread from her front hooves in all directions, the leading edge of the magic had lifted itself off the surface as it traveled like the waves on an ocean beach. It covered the moon with great speed and washed over everything in sight! And then... It was over.

Luna blinked as her eyes dimmed and the blinding light subsided. She looked around for a moment, a bit dazed, before she wandered back looking a bit punch-drunk.

"The power you have, Princess..."

"Um, thank you... I think?" She was a little out of it.

"Well Princess, I think she knows we're here."

Ponyville

Ponyville

Plan: Amass forces outside Canterlot in preparation for the final battle. Celestia will see them coming with more than enough time to react: this will be the largest war in Equestria's history.

Step one: Occupy Ponyville.

Getting the troops from the moon to Equestria was not particularly difficult. Soldiers and equipment had been moved through the portal, out of the Star Swirl Society and through the WhiteTail Woods. From the edge of the woods, it was only a short march to Ponyville, where, if they were lucky, there would be no resistance.

Luna stood a hundred yards out from the forest in an open field with Trixie, Colonel Mustang and the gryphon Captain. Gaia had stayed behind with Sir Klass to give "fire support" for the final battle from her buildings in the moon.

It was the most beautiful time of day. The time when the sun submits to the moon as she takes her place in the sky, made even more beautiful by the fact that Luna controlled it again. The darkness was overtaking the light. What better time for the Lunar Rebellion to start?

Luna nodded to Trixie, who nodded back. Trixie turned towards the dark forest and fired light blue sparks from her horn some twenty hooves in to the air. The tree line began to move and shift as ponies that had been invisible, due to their armor's dark color, came out of the forest in droves. They gathered in formations based off of combat roles and waited.

"Let's make this quick stallions! Ponyville, then Canterlot! Move out!"

Luna led the march to Ponyville flanked by her commanders, with Fluttershy, Applejack and Rarity behind her followed by the thunder made by thousands of hooves.

Their first target was Sweet Apple Acres. It was on the outskirts and a perfect place to start. Applejack took the lead and led them through a roundabout path that brought them to the back door of the farmhouse.

"Captain, take your Gryphons in to the West Orchard, no flying we can't risk you being spotted. Colonel, take your stallions to the East Orchard, Trixie, give me a squad and have the rest surround the house and barn."

The commanders saluted and carried out their orders.

Luna, Applejack and five soldiers made their way to the house, staying behind the trees just in case. As they got closer,the sounds of talking ponies drifted towards them. Suddenly they heard a splash and a shriek!

"Sweetie Belle! Apple Bloom! Stop laughing! It's NOT funny!"

Luna peeked around a tree and saw three little fillies wearing capes. One of them was sitting in a tub of Alfredo sauce and was glaring at the other two who were rolling on the floor with laughter.

"What in tar-nation..." Applejack walked out of the tree line and towards the the Cutie Mark Crusaders. The others quickly followed.

"Applejack! We must be careful, we don't know what sort of presence the Solar Empire has here!"

"Which is why I'm gonna ask my sis-"

Applejack let out a grunt and fell as a small yellow blur tackled her to the ground!

"APPLEJA-!"

Applejack shoved her hoof in to her sister's mouth to keep her quiet.

"Applebloom, we're tryin' to stay hidden!" She glared at her sister.

"Oh, don't worry Applejack, the Solar Empire isn't here on the farm!" Scootaloo gave them a smile that dripped with Alfredo sauce.

"Yeah, this is where the Ponyville resistance is!" the tiny unicorn chimed in.

"Sweetie Belle?" There was rustling behind them as Rarity burst from the bushes, twigs sticking out of her mane, and made a beeline for her sister.

"RARITY," she screamed with joy as they hugged each other while Rarity's tears dripped on to Sweetie Belle's head.

The windows suddenly lit up. Sweetie Belle's cry woke the ponies in the house and judging off of the number of lights, voices and hooves stomping throughout the halls, there was clearly more than just Granny Smith and Big Mac in there...

All thoughts of stealth were tossed out as Luna began shouting orders, "You two hold the door, the other three, keep your eyes on the windows! Applejack, Rarity, take the little ones to Trixie!" She turned back to the forest and made a summoning gesture with her hoof. No less than fifteen soldiers came galloping out of the woods and took cover behind whatever they could in the yard. They took the rifles slung over their shoulders and aimed them at the door, which the ponies inside were now banging against trying to get out. Luna waved off the two ponies keeping the strangers in the building and stood as tall as she could in an attempt to look intimidating. Taking these ponies prisoner is preferable to death, she wasn't going to kill if she could avoid it.

The soldiers jumped off the door and six ponies burst through carrying swords, ready to defend their makeshift base. These soldiers were different from the Solar Empire. In fact, she wasn't sure they could actually be called soldiers. Most were in regular civilian clothing that was dirty and in tatters.

"Hold your fire! Drop your weapons and surrender, your Princess commands it!"

The "soldiers" looked at her standing above them and dropped their weapons, staring at the Princess in fear, or was it awe? Lunar soldiers came in to arrest them, but one was being rather belligerent. She was wearing an old-fashioned tactical vest, a green helmet with the letters "WW II" on it and camouflage painted on to her face.

"Da'g nabbit get off me! I'm not gonna let all y'all Empire whippersnappers take ma granddaughter!"

Applejack and Rarity must not have gone deep in to the woods, because at the sound of Granny Smith's voice, Applejack came running out of the bushes to her grandmother's side.

"Lower your weapons soldiers!" They did as they were told.

"Granny!"

"Applejack! Yer with these Solar bullies? What're ya thinkin' kid?"

"No, no Granny, we're the Lunar Republic! We're gonna fight the Solar Empire!" she explained it as if Granny Smith had no idea what was going on... She probably didn't.

"These fellers are yer friends?" She looked from Luna, to the soldiers and back at Applejack. She had a suspicious look on her face that suddenly changed in to a cheerful smile! "Well come on in then, I jus' baked the firs' apple pie this season!"

Realizing the mistake, everypony relaxed themselves and stowed their weapons.

Granny Smith led Luna, Applejack, Rarity and Fluttershy in to the house and explained what had happened in Ponyville as Trixie equipped the Empire resistors with armor and weapons.

After a minute or so of Granny's easily side-tracked ramblings Princess Luna cut in.

"So, essentially the Solar Empire came in to Ponyville and all of you resisted?"

"Dern tootin'!"

"Granny, I can't believe you organized all uh this by yourself!"

"I di'n't sweetheart, it was that crazy pink friend of yers." Granny leaned in closer, "She ain't been quite right since ya'll left, youngin'."

On cue, Pinkie Pie burst through the front door, slamming it against the wall. Her mane was not bright and fluffy like it usually was, instead it was dark and straight, which told her friends exactly what had happened. She wore a stone cold look on her face as she looked around the room. That all changed however when she saw Applejack, Rarity and Fluttershy standing with Granny Smith.

Pinkie Pie let out a loud and dramatic gasp, before flying through the air, seemingly without the need to jump, and tackled her friends with a hug deathgrip! Her mane seemed to have changed to its normal state mid-flight.

"OMHYGOSH! IthoughtIwouldneverseeyouagainandiwasworriedthatIwouldhavetobebymyslefforeverandbecomeacrazycatponyand-" She paused to fill her lungs with a dramatic deep breath before continuing.

A gasping Fluttershy cut her off from the center of the hug, "Um, Pinkie Pie... I can't- I can't breath."

"Whoopsies!" She dropped her friends on the floor and stood smiling at the partially pummeled pile of pretty ponies before noticing Princess Luna. She let out another gasp of excitement and flew over to Luna, wrapping hooves around the Alicron's neck in a big hug!

"Princess Luna! My you've gotten big! It's nice to see you again, would you like a party?" The last question was so nonchalant, you would think that Pinkie threw parties willy-nilly every day! Oh wait...

"It's nice to see you too, Pinkie Pie." She returned the hug wholeheartedly, "I think the party will have to wait though, we're kind of in the middle of something here... Granny Smith says you have been in charge here?" Luna was skeptical that such a silly pony could lead a local rebellion, however, she was aware of a particular green pony with the same sort of characteristics.

"Weeeellll... Let's go upstairs!"Pinkie Pie bounced on all four hooves, up the stairs and out of sight. Her voice floated down the stairwell in a sing-songy tone."Come on slowpokes!"

The others followed the weird pony up the stairs and in to Applejack's room.

Applejack blocked the doorway at the top, staring in horror.

"You turned mah room in to a-a. A war room!" Applejack's mouth was agape as she surveyed her ruined bedroom. Most of her possessions had been pushed in to a corner and covered with her rainbow bedspread.

"Eeyup!" Big Mac had been standing next to a wall with the word "first" hung on it. All of the walls seemed to have been numbered.

She glared at Big Mac as if it were somehow his fault that she now had to sleep on top of the war room's pile of discarded strategies, maps and plans.

Luna was taken aback a bit by how fast they went from sneaking around outside, to about to shoot Granny Smith, to being hugged and offered parties by Pinkie Pie, to arguing about the current decorations in Applejack's room.

Luna walked up to the table in the middle of the room. It had a large map of Equestria underneath a zoomed in, more detailed map of Ponyville. The map of Ponyville had a large red "X" over the town market.

Pinkie Pie kept her rediscovered bubbly personality as she spoke, "The Solary Empire has soldiers here, here and here" she pointed to three separate points on the map. "But we think if we attack them at this big ol' "X", we will make the meanies go away there, then we can get the rest out of Ponyville pretty easy! And with you guys it will be cake! Oh, I do hope it's carrot cake. I do love carrot cake- oh no! CHEESECAKE! That would be soooo much better!" Pinkie Pie gasped again as a new thought popped in to her crazy little head, "Cheesecake, cupcakes!"

The rest were a bit unconvinced by Pinkie Pie's ability to distract herself.

"Big Mac? Fluttershy blushed and looked away as Big Mac turned to her, "D-do you think she's right?"

"Eeyup!" He was a stallion of few words, but he was never wrong.

"That's good enough for me Princess! What's the first step Pinkie?"

Pinkie Pie thought for a second before turning to the wall labeled "fourth" and staring at it intently for nearly a minute, nodding occasionally.

"Good idea!" She turned to Luna, "You can have the Ponyville soldiers, Princess! They are your citizens after all!"

"Thank you Pinkie Pie. I have a plan in mind, but first I need my co-"

"Commanders?" Colonel Mustang entered the room followed by the gryphon Captain and Trixie. "Trixie sent messengers as soon as you found out about the resistance. Good thing too, I was about to flame a few of the resistors when the messenger arrived."

"Good timing then, Trixie!

"I, the great and PO- Erm, I mean. My pleasure, Princess."

Luna and her commanders gathered around the table.

"Trixie, I want you to take your group to these ponies here," She pointed to a small "x" near Twilight's tree house. Mustang, you go here, She put her hoof over the "x" near Rarity's house, "I want Pinkie's forces to take the third position. Will you be leading them Pinkie?"

"Nope!"

"You are Big Mac?"

"Eeyup!"

"I'll go with ya then! I can't let my only brother go by 'imself!"

"Eeyup!" Big Mac smiled at his sister.

"Captain, you're with me. We're going for the market. As soon as everypony is done, come to the market to reinforce us. Try to make as little casualties as possible! Let them run if you must, but I don't want to kill any more than we have to."

A few moments later they were standing in the brisk night air. It was a clear sky tonight, allowing the moon and stars to light the streets well enough to make sneaking difficult. Luna watched as Mustang, Trixie and Big Mac led their soldiers off to Ponyville.

"Are you ready Captain?"

"At your command, Princess."

"Take your gryphons in to the sky and do your best to stay out of sight until we begin fighting. It shouldn't be too hard with the cover of darkness, but stay alert! I will call you down to ambush them."

The Captain gave a sharp whistle and took flight, followed by his gryphons. They flew in to the sky and were shortly lost in the dark blue backdrop of the night.

Luna looked back at the troops she led. There were more than two hundred of them, and they were just a small fraction. They had come from the moon with everypony, but there simply was not enough room in Ponyville for all of the soldiers to fit. Most stayed in the woods and prepared themselves for the battle that would surely come after Celestia realized that she had lost a town so close to the capital.

She waved her hoof towards the battalion commander. He saluted her and gave the order to start the march on Ponyville.

They entered the town near Rarity's house, where the Solar Empire and Colonel Mustang's stallions were already fighting each other. Mustang swung his head in a sideways motion, sending a wall of fire from his horn straight towards the Empire's defenses, causing their front line to fall apart as Major Hoofstrong led a charge towards their now disorganized and fleeing forces.

She skirted the battle, leaving Mustang to do his job while she did hers, not matter how much she wanted to help, she knew he would be fine without her.

They passed buildings in various stages of vacancy. Most were still and silent, with boarded up doors and windows, with that look that suggested they had not been lived in for months. Only the occasional building had lights on, but the tenants had most likely already fled due to the fighting. They walked down the street and rounded the corner only to be pushed back in to cover by a blast of orange magic.

The next street led directly to the market and was heavily defended. The opening to the plaza had been blocked off with sandbags that had been set up to keep ponies out and create a defensible position. Luna poked her head around the corner only to be forced back by several blasts of magic from the unicorns behind the sandbags. In the short glimpse she was able to get, she knew that this was going to be a tough fight.

'Okay, we need a better position than this, all we have is this simple corner and that isn't enough to fight back from. We're pinned down.'

Luna looked across the street at the spot she needed soldiers in order to fight back. There was no cover and even more importantly no way to get them there.

'Wait- The armor!'

Luna remembered the demonstration she had seen on the moon base. Hopefully it would last long enough to get them to break their front lines.

"Alright, listen up! It's time to put your armor through its paces! I want the fastest we've got to lead the charge, we're going straight for them. Unicorn artillery and squads one and two, I want you to give cover fire. Squad four, I want you in that building" She pointed her hoof towards a building on the corner of the market closest to them, "to provide us cover. Gaian med group, bring any injured back here. We're doing this quick and we-"

A feathered body smashed in to the ground nearby to the sound of clanging armor and breaking bones, catching everypony off guard. There was no time to try and figure it out, she could only assume the gryphons had been found by the pegasi from Cloudsdale. Time to act.

"Go, now!"

The different squads went in to motion, all tapping the gem's on their armor, activating their shields in near unison. The Gaians were already tending to the fallen gryphon as Luna stepped around the corner, eyes glowing, ready to fight. She began to walk towards the Solar Empire, surrounding herself in a shield and slowly picking up her pace until she was in a light gallop. When the others had caught up to her, it was an all out sprint towards the Empire's soldiers.

The Solar troops opened fire on Luna and her soldiers as they charged the barrier. Magically launched projectiles bounced off the shields created by the armor, flying off at odd angles and hitting the houses and stores that lined the street as the soldiers providing cover started shooting at Celestia's soldiers with their new weapons. The training had paid off, many Celestians were being hit not in their armor, but in the small bits of exposed flesh. The weapons did just as advertised, not necessarily killing, but definitely taking them out of the fight as some were hit in the face or simply overwhelmed by the impact of the hot lasers. Luna's horn glowed as she tossed aside the sandbags, creating a hole for her ponies to punch through the defenses.

They hit fast and they hit hard, knocking ponies out of their way as they broke the front lines. The fighting began as Luna's soldiers moved foreword to support the melee fighters and create a defensible position. The market was large and open, not very good for cover, and the Solar Empire had either not had enough time to set up defenses, or they thought nopony would be able to get to them. In their defense, they had only expected some rebels from Ponyville, not the entire Lunar Republic!

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Ma'am, the Lunatics are attacking the Plaza! They've broken through our front lines and are slaughtering us with some sort of magical weapon!"

"Magical weapon?" Her curiosity at a weapon that could harness magic gave Twilight pause. She shook her head to help her refocus, "There can't be many of them, rally the troops, we're going to put an end to this before it gets anywhere near Canterlot!"

The Solar Empire soldier saluted her and began barking orders at his subordinates, gathering for a counterattack. Time was of the essence and she had to do her Princess, the rightful ruler, proud! She was her most faithful student after all, and such a title came with responsibilities. Unlike Rainbow Dash who was feeling better about siding with Celestia, but still wary, Twilight had accepted the Princesses explanations and taken up the defense of Ponyville with enthusiasm.

Soon Twilight was leading her troops to the Market where they could hear a battle raging, clashing of metal, screams of ponies, a strange sound that must be the magic weapons and the occasional gryphon's screech!

"The Princess was right! They recruited the Gryphon Empire! Hurry up stallions!"

Twilight picked up the pace leading her 150-some odd troops to the market. They were getting closer and when they rounded the corner, they were met with the full sight of the battle all at once; Ponies fought in hoof to hoof combat as Solar unicorns and Lunar soldiers, with their magic weapons, fired at each other from a distance. Bodies fell from the sky as the gryphons and Cloudsdillians fought viciously in the sky above their grounded allies. Twilight's eyes were drawn immediately to Princess Luna. It was hard to miss an Alicorn, especially one causing as much damage as she was. She was surrounded in a magical aura that formed to her body, probably a side effect of the magic she was using to tear holes in the Empire's ranks. Ponies were thrown against solid objects, in to the air or even at each other as Luna dispatched every soldier that threw themselves at her.

Throughout the entire battlefield, Twilight noticed a trend; They were losing. Bad. Even in the short time she watched, Lunar troops were finishing their opponents and taking notice of Twilight leading her Solar stallions straight for them, ready to assist their allies. Before they got the chance however, Princess Luna turned towards them. Her eyes began to glow as the streets were filled with the sounds of metal and wood groaning, cracking and tearing. They didn't realize what was happening until Twilight heard a loud snap and crumbling noise. She looked at the building closest to her and had little time to react as brick and wood and glass tumbled down on top of her and her soldiers.

Twilight closed her eyes in fear. There was a flash of white light.

[color=#dff7700]"Twilight? What are you doing here? Why aren't you in Ponyville?"

Twilight's eyes were still closed, she knew where she was. She had instinctively teleported herself back to Canterlot. She kept her eyes closed a little longer, delaying having to disappoint her Princess.

"Twilight?" Rainbow Dash had apparently been in the room with Celestia.

"Twilight? What happened?" She was getting angry, and making it worse would end badly.

Twilight bowed her head in shame.

"Ponyville is lost Princess... Your sister is coming."

The fire of Celestia's hair seemed to have worked its way behind her eyes. She shook with rage and was nearly engulfed in her mane that had grown in heat and intensity at least tenfold.

Twilight had made it worse.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Eighty-six dead, one-hundred and twelve captured. No allied casualties."

"Seventy-two dead, twenty-seven injured, one-hundred and thirty-two captured. No allied casualties."

"One-hundred and ninety-seven dead, one-hundred plus injured, thirty captured. One allied death, thirteen injuries."

"Thirty dead, twunty-one injure', two-hundr'd and fifteh captured. No ally casual-tees."

"Eeyup!"

"We, um- we're treating all of the hurt ponies and gryphons. I-I think most of them will make it Princess..."

The town was secure, and the Lunar forces were gathering at the edge of Ponyville, ready to march their way to Canterlot and fight for their Princess against fellow ponies, who were only trying to do the same.

The battle was short but viscous. Luna knew that there would be deaths, but even with so many ponies and gryphons captured or just injured, it was more than she could bear to hear. Luna dismissed her commanders and stood in the Applejack's war room by herself.

It was the Captain's report that troubled her the most, that was after all, the battle she was in and she knew that most of those deaths were caused by her.

'How can I expect them to let me lead if I'm responsible for killing them? Even if we win this civil war, I'm going to have ponies that don't like me. I won't be able to lead, I won't be wanted, I won't be worthy...'

But she had to tear down that building! There were over 100 soldiers coming at them and they hadn't completely finished with the ponies they had been fighting. It was the quickest and most efficient way. She saved more lives than she lost.

'I have to stay strong. I'm the leader of this rebellion and falling apart now will make things worse on everypony involved. I'm committed, I need to see it through.'

Worst case scenario, if she still felt like she did now, there was no rule that says an Alicorn must govern Equestria. All she needed to do was worry about the moon.

Luna let out a deep sigh.

These were thoughts for later. Fighting herself now was only going to get everypony killed. She walked over to the window and watched as the sun rose and bathed Sweet Apple Acres in the morning light.

Reinforcements

Reinforcements

"Is she okay? She has to be. She's going to be fine isn't she doc?"

Rainbow Dash gave Nurse RedHeart a pleading look.

"With time, maybe. It's too soon to tell Rainbow. This field station isn't equipped well enough for me to say for sure."

The element bearers, Luna, Trixie and the Captain were standing around Applejack and Colonel Mustang. Applejack's head was wrapped in bandages that covered one of her eyes, she mumbled quietly as she slept.

Colonel Mustang was awake and annoyed that he had to stay in bed. The doctors had removed the metal from his chest, but there was enough damage to keep him bedridden for a while.

They were inside the medical tent, a short distance from the main battlefield. The Solar Empire didn't follow after Luna ordered the retreat, having lost two of their leaders, Twilight and rainbow Dash, they needed to regroup before they could pursue the Lunar Republic.

Rainbow Dash moved over to Applejack's bedside and sat down. Rainbow looked beat up; she had patches of blood matted in to her coat and a nasty looking gash running the length of her back caused by the Captain. She had refused any sort of medical attention, instead worrying only about Applejack.

"I- I know I can be a stubborn mare sometimes AJ. Stubborn and pig-headed. I'm sorry that I didn't listen to you back in Ponyville. You're the most honest pony I know and you're my best friend. More than that even... If I could go back, I would. I would have been right there next to you and I wouldn't have let this happen. I don't know if you can hear me Applejack, but I'm sorry... I-"

Rainbow covered Applejack in her wing and nuzzled her chin.

She whispered to the unconscious pony "I love you, AJ"

Applejack's only response was a light snore. A tear made it's way down Rainbow's face and mixed with the blood in her coat.

Luna tried to speak in her most sympathetic voice, "Come now, everypony. Let's give her time to rest."

Rainbow Dash didn't look up. "Go ahead you guys. I... I just can't right now."

"Okay, dear. You know where to find us."

The others left the tent and walked out on to the fields that had been a battleground only a short time ago. Luna wiped her tears away as she tried to focus on their next step. To stop her sister, Luna must first get to her. The Solar Empire was regrouping. They clearly had a fair number of the steamponies left, and at least the same number of soldiers as the Lunar republic. The enemy still had the advantage with those monstrosities, but if they didn't get passed them now, they will never be able to free Equestria from Celestia.

"Captain? Trixie? Girls?"

The others looked at the Princess curiously.

"We must try again."

"Aye, Princess. If we don't now, we may never have another chance."

"He's right. Major Hoofstrong can take charge of Mustang's forces. When would you like us ready, Princess?"

"As quickly as you can. An hour at most."

As the Captain and Trixie left to round up the troops, Nurse RedHeart came out of the tent.

"We're ready, Princess."

"Thank you Nurse RedHeart." She bowed to the Nurse and turned to Twilight. "May I ask for your help Twilight Sparkle?"

"Anything, Princess" Twilight was eager to help in any way she could.

Luna and Twilight walked back towards the hill where the battle first started and looked out in to the basin that was now littered with bodies from both sides. Luna's eyes lit up as her horn began to glow and the bodies in the basin were surrounded in her midnight blue aura. Quickly catching on, Twilight followed Luna's lead and together they lifted the bodies; living, dead, Solar and Lunar. The Solar Empire watched from a distance as Luna and Twilight moved the fallen back behind them and in to the waiting cots set up by Nurse RedHeart and the Gaian medical teams.

The number of bodies was a sad sight, and it made her feel a pang of guilt and sadness that left her heart aching. The only good news they could hold on to was that the NLR's blasters were incapable of killing, a fact that did little to comfort the Princess.

As soon as the wounded were placed on their cots, the medics began separating the dead and prioritizing patients, regardless of what side they had fought for.

The Solar Empire couldn't see what was happening to their brothers and sisters that had just been taken back behind enemy lines by the evil Princess. They redoubled their efforts to organize themselves and pushed to restart the fight as soon as possible. Who knew what evils Nightmare Moon was putting them through over there.

It was obvious to Luna where their thoughts had lead them while they watched "Nightmare Moon" and Twilight take their fallen allies. Luna had expected it. She and Twilight walked back to the remaining element bearers.

"Girls, we have a bit of a problem. You know that our plans for stopping my sister relied almost entirely on having all of the elements."

Luna took a deep breath and sighed. Their situation was looking grim, she wasn't entirely sure that they would win now. Those steamponies were tough enough and behind them were the defenses of Canterlot and then Celestia herself.

"Clearly that isn't going to happen, especially since we need Rainbow Dash and Applejack the most. There is nothing I can do to save her without them, so... We must fight my sister, to the death if necessary. I know that you aren't soldiers and I don't expect you to help with that part. I will be bringing soldiers with me to fight her, but I would like you all to come along. I-I think you have to. It's a gut feeling I have and besides that, you will be safest with me. I won't let what happened to Applejack happen to any of you, I'm not sure I could live with myself if I did."

"Well duh we're going with you silly filly! We're not going to miss the party!"

"Pinkie Pie... It's not that kind of party."

"Don't worry Fluttershy!" Pinkie Pie patted her on the head. "Auntie Pinkie Pie knows what she's talking about!"

Fluttershy glared at Pinkie Pie (or as close to a glare as the timid pony could get)

"I'm a year older than you."

"Of course we will come with you, Princess, and don't worry, It wasn't your fault."

"Excuse me, Princess Luna, but why do you need Rainbow Dash and Applejack the most?"

"I have recently become suspicious that we don't quite know everything about the elements, I think there is more to them then we originally thought. I believe those two are the key to finding out what it is." Luna changed the subject.

"Do you think Rainbow Dash will come with us as well? I don't know if she blames me or not..."

"Don't worry darling. She is just upset about Applejack. We all are, but those two were an item. She knows that helping us will keep Applejack safe."

"I am very sorry for what happened." Princess Luna sat back on her haunches. Being reminded of the love she had nearly destroyed was the most recent of many guilts eating away at her conscience. She had been pushing it to the back of her mind the whole time. Ever since seeing those deaths at the Northern Wall, she had been suppressing her feelings, trying to push away her emotions, trying to rationalize the ponies dying all around her. Her resolve was weakening and she could hardly hold it back any longer. Tears leaked from her eyes no matter how much she tried to stop them.

"Princess, are you-" Fluttershy began.

"I can't do it!" Luna's voice cracked and tears fell like rain from her muzzle, "I can't watch any more of you die." The others were taken aback by Luna's sudden outburst. She took a deep rattling breath and continued, "D-Did you see all of those bodies that we just moved? Do you know how many ponies I've been responsible for throughout my life? How many millions I've ruled over at one point or another? Do you know how many have died because of me over all those thousands of years, not Nightmare Moon, but me, Princess Luna? They are all right there!" She pointed a hoof towards the ponies lying in the medical area. The Gaians had covered most of the dead but while they watched, they stopped working on a mare and covered her as well. That only made Luna feel worse.

"Don't you see? I-I-I can't be at fault for any more deaths! That pony they just covered, she was innocent. She was just some poor soul caught up in a feud between sisters! How can I justify that? How can I live with myself for the next ten thousand years, knowing that I caused that mare's death. That I killed all of those ponies. That I may have killed Applejack."

She seemed to be calming down a little. She looked at the ground.

"How can I be fit to rule if I put my entire Kingdom through a war like this? -"

*SMACK*

Rainbow Dash had flown in out of nowhere and punched Princess Luna, knocking her helmet off and sending it rolling away. Her friends shared the same look of shock that Luna did.

"Rainbow Dash! What are you doing?!"

Trixie, Hoofstrong and the Captain came running to their side after seeing Rainbow punch Luna. The Princess simply held a hoof up to stop them.

Rainbow Dash ignored her and glared at the Princess.

"SO THAT'S IT? You're just going to give up?! You've spent all of this time and effort building this rebellion and you're just going to give up and let her win? You've got her scared Princess! All you have to do is get past these ponies here and then it's a straight shot to Canterlot! Are you going to tell me that you're going to let all of those ponies' sacrifice be in vain? You're going to make the families of all those dead ponies lose their loved ones for no reason? You're going to insult what Applejack did for you?! Like hay you are! You are going to wipe those tears off your face, turn around, fight your way to your sister and bring Equestria to the highest point in its history! They didn't die in vain,"

She jabbed her hoof at the covered bodies behind them.

"They won't die in vain"

She pointed at the Lunar Republic soldiers that were preparing to start the fight again.

"And I will NOT let her die in vain!"

Rainbow Dash stared in to Luna's eyes, angry tears rolling down her cheek, breathing heavily as she kept her hoof pointed back at the medical tent Applejack was in.

Luna looked back in to Rainbow Dash's eyes and watched the passion she saw burning behind them.

"Princess. Rainbow dash is right, if you stop now, everything that's been done so far will be for nothing. Rainbow Dash and I know what Celestia is like. She won't stop after she has defeated you, she plans on taking over the world if she can manage it. You are fighting for the good side. Celestia has stripped every city and town of all their money, resources and citizens in order to create that army you see over there. She had to force them to join her. She had to threaten, bribe and draft those ponies, all you had to do was ask. Doesn't that say enough by itself, Princess?"

Fluttershy had gone to retrieve Luna's helmet. She flew up to the Princess and placed it gently on her head.

"We all believe in you, Princess Luna."

Luna looked from the ponies in front of her to her commanders watching a short distance away. The three of them, having heard the whole thing, smiled and nodded to her.

"Thank you very much, all of you. I needed that Rainbow Dash. You know... She was always worried about you. In fact she did something similar to the speech you just gave me. I know she loves you as much as you love her."

Rainbow Dash nodded and turned away, trying to hide the fresh tears running down her face.

"I worried about her too."

"We'll be leaving soon, maybe you should..."

"Yeah, I will."

She walked away from the Princess and the others. Inside the tent Rainbow Dash sat next to Applejack again.

"We're leaving soon, AJ. We're going to beat Celestia. I don't know how we're going to do it without you, you could just hit her with that thick head of yours!"

Rainbow let out a short, half hearted laugh, then sat in silence for a moment.

"If I don't come back... Well, you know." Rainbow Dash kissed AJ on the cheek.

Nurse RedHeart came in to the tent as Rainbow left.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Applejack threw her eyes open. She was able to focus the uncovered one in time to see a rainbow tail escape through the tent flap. Applejack tried to yell after her, but all that escaped her lips was a hoarse grunt.

Nurse RedHeart heard and rushed over to find Applejack trying to get out of bed. RedHeart pushed her back down. Applejack just pushed back.

"No dearie, you need to lay down." she put her hoof on Applejack's chest and pushed her back in to bed.

Applejack tried to object, but the pain in her head drained any resistance she had in her. She reached a hoof for the exit Rainbow had just taken.

"-ashie"

The short struggle against the nurse had exhausted Applejack and her vision began to darken. Soon she was unconscious again, but like last time, she could hear everything that went on around her.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"I'm curious Twilight, what finally made you join us? We thought you would stay with Celestia until the end."

Twilight looked a bit uncomfortable, "Well... It was those pony creations of hers. The ones that are powered by steam. She tried to tell us that they had volunteered and that they were being treated as kindly as possible, but when I went to get them from the dungeons-" Twilight was interrupted by an instinctive shudder, "I don't think she intended for me to see the place they were being created, it was something from a nightmare. It reminded me of the medieval torture chambers I've read about. They must have gone through so much pain to become what they are now, Princess. Even if they had volunteered, which I doubt, there was no excuse for some of the things I saw. Then after seeing the devastation they were causing my friends... " Twilight seemed close to tears.

"It's okay, Twilight. That's why we're here to stop her. I'm glad you're with us." Twilight looked up at her and smiled.

Rainbow Dash was walking towards them from the tent.

"Finished, Rainbow Dash?"

"Yes."

"You will see her soon, don't worry."

Princess Luna looked out to her commanders who saluted, signaling that they were ready.

Luna walked out on to the hill once more, the Solar Empire was already lined up, about to begin their pursuit. Luna stood there for a moment, remembering what Rainbow Dash had said, keeping the enthusiasm and motivation that Dash had given her.

The sun was at its highest point in the sky, it was noon. Luna pointed her horn off towards the west and began channeling magic. She then dragged her now glowing horn in a slow arc across the sky and pointed it towards the sun.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Report."

"Life support, engines, weapons systems and shielding are all green ma'am."

"Excellent! Let's give that classy pony a call, shall we?."

Static filled the control room for an instant before the connection was made and Sir Klass' voice came through the speakers.

"N.L.R.S. Tolerance here Gaia. All systems are green and King GrimFeather has just arrived with the last of the gryphons."

"Oh goody! Let's go help some pon-"

The moon shook and gave a violent lurch as it began to travel across the midday sky.

"If I could be so bold Miss Gaia, I do say, I think that means we should get moving!"

Gaia giggled, she could imagine him adjusting his monocle and top hat as he said it.

"Right you are Sir Klass! Love signing off."

"Copy. Tolerance, over and out."

"Let's go help our friends!"

The pony at the helm smiled, "Yes ma'am!" He began pushing buttons on the console.

Gaia walked up to the bridge's main window and looked up at the ceiling. The room rumbled while the roof split down the center, showering the N.L.R.S. Love with tiny amounts of lunar dust.

"Bay doors clear, launching in 3... 2... 1!" He pulled a lever and slammed his hoof down on the large button on his console.

Outside, the N.L.R.S. Love's landing/takeoff thrusters kicked in, spitting out flames in copious amounts and slowly lifting the behemoth off the ground. Once they had cleared the outer magic shielding and entered the vacuum of space, the thrusters stopped and they floated almost perfectly in place, waiting for the Tolerance to do the same. As they floated, the moon moved out from underneath them, traveling incredibly fast to some unknown location.

"The Tolerance is signaling that they're ready ma'am. Shall I take us planet side?"

"Make it so, number one." Gaia giggled before sitting in her chair, pointing out the window and saying, "Engage."

"Yes, ma'am."

The helmsman pressed his buttons and mere seconds later the engines were heard igniting and then firing, launching them down towards Equestria with Tolerance close behind.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Luna watched as the moon traveled across the sky far faster than it would under any normal circumstances. All of Equestria was cast in the moons shadow as it covered the sun creating a Lunar eclipse. The Solar Empire soldiers were visibly shaken, their heads had been filled with lies about Princess Luna still being Nightmare Moon. The eclipse was no doubt seen as her attempt to create eternal night.

Princess Luna fired red sparks in to the sky, which was shortly followed by a war horn being blown. The Lunar Republic lined themselves once again on either side of Luna, preparing to beat the Solar Empire or die trying.

This time it was the Solar Empire who charged first. The regular soldiers ran at the Lunar Republic while the steamponies stood back, firing their built in guns.

Luna turned towards her soldiers. She wasn't good at it, but she needed to at least try to encourage them. "THIS IS IT PONIES! NOW OR NEVER! REMEMBER WHAT SHE HAS DONE, KNOW WHAT SHE PLANS TO DO AND DO WHAT YOU MUST TO STOP HER! FOR A FREE EQUESTRIA AND FOR THE LUNAR REPUBLIC! CHAAAARGE!"

Major Hoofstrong led his ponies down towards the advancing army, while Trixie and her ponies fired upon them from above. Again, many Solar soldiers fell, but because of the steamponies, so did many Lunar troops.

"Come now girls. This is our best chance to get to Canterlot."

"We are by your side, Princess."

Luna led the element bearers through the fray. They did their best to avoid fighting anypony else, making sure to steer clear of anypony who wasn't already occupied with fighting somepony else. Their goal was to get out of the battle and across to Canterlot and the corrupted Princess who was just over that hi-

A bullet fired from a steampony that was out of sight. It ricocheted off of Luna's armor and struck her helmet. Her ears were immediately filled with a crackling noise that wouldn't stop.

She looked to her right at the steampony that was now taking aim at them! The steampony fired several shots at Fluttershy, the yellow pegasus pony squealed and threw her hooves over her head. Thankfully, their shields were powered by the elements of harmony, making them far stronger than any of the others, so the bullets were easily deflected. Twilight and Rainbow Dash came to the defense of their friend; Twilight, her eyes and horn glowing, bent the firing tube and sealed the vents on the steampony. Rainbow Dash flew over to her with incredible speed! She grabbed the pony's tail and flung her deep in to the enemy's forces. Without Luna heating the water inside, it took longer, but they could see Solar Empire soldiers running from the steampony praying that she wouldn't explode close enough to kill them... She did.

The Lunar Republic and Solar Empire were almost evenly matched. Both sides had reached a stalemate, neither gaining ground on the other, both losing ponies at an equal pace. Soon there would be nopony left on either side of this battle. Luna needed a plan quickly to even the odds. Being an Alicorn, she could help even the odds, but there was little she could do while trying to protect the element bearers at the same time. She just couldn't think of a good solution.

'It would probably be easier if my helmet wasn't making this stupid noise!'

No sooner had she formed the thought then a familiar voice broke through the static.

"-Love to Lunar Republic ground team. Anypony there? Yoo-hoo? Anypony home."

Luna had no idea how she was able to hear Gaia's voice when she was all the way on the moon, but she decided it wouldn't hurt to try and communicate.

"Um, hello? Gaia, is that you?"

"Princess, who are you talking to?"

"Gaia, I think..."

Gaia's voice broke through the static again, "FINALLY!" Gaia yelled back, making Luna cringe. "I've been trying to reach you ponies since we left the moon! How are you doing today Luna?"

Luna ducked as a Republic soldier was tossed in her direction.

"I'm a bit busy at the moment, I- Twilight watch out!"

Twilight froze the charging stallion with her magic and let Rarity knock him out with a swift hoof to the face.

"Oh, I'm sorry dearie, you seem to be preoccupied! I just wanted to let you know that Sir Klass and I are on our way. Oh and King GrimFeather too!"

"Wait, what do you mean on your-" She was interrupted by a Gryphon that crashed on top of Rainbow Dash.

"Rainbow Dash, are you okay?"

"Ouch. Are you okay?"

The Gryphon nodded and took flight, back to fight the pegasi.

"It's going to take more than that to take me out of the fight... They could really use my help up there Princess." Rainbow looked up at the gryphons and pegasus ponies fighting above them. "I'll meet you at the other end of the field."

Luna nodded and Rainbow took off.

"Princes Looooonaaaa? Are you still there?" sang the green pony through Luna's helmet.

"Yes Gaia. What do you mean that you're 'on your way'? I thought you were in those building things on the moon."

"Oh, Princess, you're so funny! Those weren't buildings, look up silly!"

Luna did as she was told. In the sky behind them, over Ponyville, she could see two shooting stars flying across the sky towards them. As she watched, the shooting stars grew larger and sank lower in the atmosphere. Less than ten seconds had passed and Luna could tell that these were not shooting stars. It took her a moment to register that these were, instead the buildings she had seen on the moon base! Of course it was obvious now that they weren't buildings, but she wasn't quite sure what they were. They were fast, sleek, streamlined things that were painted a mixture of midnight blue and dark purple.

Other ponies in the battlefield were beginning to notice the things barreling towards the battle, how could they not? The speed they were going and the size of the things made the engines scream bloody murder as they passed over Ponyville and approached the battlefield.

The Solar Empire was terrified and a large number of them began to retreat!

"Gaia... What are those things?"

"Weeell, I wanted to call them super-awesome-giant-metal-battle-machines, but somepony decided that 'ship' was a better name."

"I'm sorry Gaia, my dear, but that name simply was not classy!"

"Oh, whatever Sir Snooty-Pants!"

Luna couldn't help but smile at the two bickering ponies.

"Mind giving me a demonstration of these things?"

"Okey-dokey!"

Luna looked around at the fighting ponies. Many were scared, even Lunar Republic. Apparently these things had been somewhat of a secret, and even if they weren't, these ships were huge features hanging above them menacingly in the eclipsed sky.

Now was the time to push.

Luna fired red sparks in the sky, just as Mustang did at the beginning of the first battle. A blast on the war-horn soon followed.

Luna heard a dull roar sweep across the battle field, the Lunar Republic had started to charge the enemy and push them back, screaming a primal war cry as they did. At the same time, doors opened on either side of the Tolerance and gryphons dropped out, free falling for almost 500 hundred feet before activating their armor, spreading their wings and speeding away to cut off as many fleeing ponies as they could.

The Solar Empire was in full retreat now, running back to Canterlot with the Lunar Republic in hot pursuit.

A mechanical noise was coming from the Love. Luna watched seamless paneling on its side pop out of place and extend outward in the shape of a large double barreled cannon. The cannons began to glow a soft red and then-

BAM!

Like a larger (and more deadly) version of their blaster rifles, the cannon launched two laser bolts at the ground to the left and right of the fleeing army, blasting huge craters in to the ground and launching literally tons of dirt high in to the air. The love kept as many stragglers as it could from running off while the Lunar Army kept pushing them towards Canterlot.

Luna was still listening to their conversation through the headset in her helmet while she followed her army.

"Sir Klass! Do be a dear and cut them off for me, will you?"

"But of course, Gaia."

The Tolerance picked up speed and passed ahead of the Solar Empire and turned sharper than a thing of such size should be able to do. The Tolerance used its thrusters to hold position in front of the fleeing soldiers and extended its cannon. The barrels began to glow as the Tolerance charged her cannons, daring the soldiers to take one more step towards them.

The Solar Empire threw up their hooves in surrender, allowing the Lunar Army to surround them and begin disarming and arresting the ponies. While they did this, the Love and Tolerance sent reinforcements in to the field. Not all of the Solar empire had been captured and there was still a fair amount retreating towards Canterlot.

"Shall we pursue, Princess?"

"No, Sir Klass, let them go. If they return..."

"Understood, ma'am."

One Hour Later

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Luna! How good to see you again!" Gaia ran up to the Princess and gave her a bone crushing hug. Gaia then went to each of the element bearing ponies and did the same. (Gaia and Pinkie Pie's hug lasted several minutes, as it seemed they were trying to see who could give the biggest hug)

"It is good to see you too Gaia! And Sir Klass, King GrimFeather! I can't thank any of you enough. We were in a bad place until you showed up."

"Our pleasure, Princess."

"I told you I would meet you on the battlefield, didn't I? Now, where are your generals? I am looking forward to seeing Captain BlackTalon again."

"BlackTalon? That gryphon you told me about when we first met, the leader of your most elite fliers? The Captain is him?"

"Yes, what he didn't tell you?"

"It was unnecessary." Captain BlackTalon approached them, glaring at the group at large, followed by Trixie and Major Hoofstrong.

"Don't worry, Princess, he's always like that."

"It is quite alright your highness."

"What is our next move, Princess?"

"It shouldn't be too difficult now, all we need to do is break through whatever defenses the last of their Solar Empire has. From there we need to reach Celestia and... Well, with Applejack out of the picture, I guess we need to fight Celestia. From what Rainbow Dash and Twilight have told me, it isn't going to be an easy fight and it will most likely be to the death. I would like you all to join me against my sister. Our army is large enough to handle the pockets of resistance that there will be within the city and I fear that I will need all the help I can get against her."

"Don't worry, Princess. We will be there, right by your side, in the final hour. She won't stand a chance against us all."

"Not to worry, Princess! All she needs is the old one, two from these beautiful hooves!" The Major ripped off his shirt and flexed his muscles, "She will not stand a chance!"

"I, the great and POWERFUL Trixie!- Erm, I mean... We shall make her regret the day she kicked us out of the council chambers."

"She will pay for the pain she has put my people through."

"I do say, she deserves what is coming to her! I will be right by your side, Princess!"

"Ooh and me too! I can't wait for my Gaians to join the Equestrians again!"

"So if we beat Celestia, we get to hang out with the Gaians? Oh boy, more friends!"

"I-I'm coming too!" Fluttershy was nervous, but determined.

"Twilight and I are coming too! We've seen what she's like..."

"Count me in!"

*cough*

"I may not be at one hundred percent." They all turned to the hoofsteps coming up behind them. "But my stallions have sacrificed too much for me to not be there to lead them. I'm coming with you, Princess."

"Are you sure Mustang? You are well enough?"

"Well, I won't be fighting anyone hoof-to-hoof, but I've still got my magic." To emphasize, he shot a small flame from his horn.

Luna looked to her friends and smiled. The ponies that had stood by her throughout this entire ordeal, ponies that had joined her cause without question and with complete understanding. Now they were ready for the final battle, the last push against the Solar Empire and the final battle against Celestia.

To Put Out the Sun

To Put Out the Sun

As they traveled to Canterlot, Luna had time to think of their next step. She was right about there being something they didn't understand about the elements, she had seen the proof several times throughout her journey. Applejack's reaction on the moon base, the bonds she herself had created with her new friends, the way she felt about her subjects and the emotion behind Rainbow's eyes when she had lost her temper with Luna. Unfortunately, Applejack was still sitting in the hospital tent near Ponyville and they needed all of the elements in order to utilize Luna's new found knowledge.

She pushed it to the back of her mind, there was no point in formulating a plan that she knew couldn't work. The only option left was to fight her sister. Luna was confident that she would be able to hold her own against what her sister had become, but there was no way she could win all by herself. She was going to need the help of all of her friends to defeat her sister, but... Did defeat mean death? An Alicorn hadn't died since Discord's first reign of terror and he hadn't killed any in direct combat, frankly Luna wasn't sure she could do it.

Overpowering her sister was the important thing, whether or not to kill her was a bridge they would cross when they reached it.

"Okay, Princess we're almost there! Everypony turn on your headsets!"

The ponies in the shuttle gave her a blank stare.

"None of you used the radios?" Gaia made a pouty face as she looked back at the others.

"Well duh!" Pinkie took of her helmet and flipped a tiny switch on the inside.

"Now that's a smart mare!"

The others took off their helmets and found the switches, each flipping it to the "on" position. Putting their helmets back on, they could hear other ponies exchanging tactical data, most like between the ships Love and Tolerance.

"See? Now you can hear what's going on in other parts of the battle! This is how you talked to me when I was on board the Love, Luna."

"Why didn't you tell us about this on the moon?"

Gaia and Pinkie gave Luna a curious look. "Where's the fun in that?" The two looked at each other and then proceeded to roll on the shuttle floor laughing for at least a solid minute.

Rarity soon grew tired of watching their random fit of laughter, "Um, girls?"

Gaia got up off the floor, "Sorry, Rarity! You're friend is just so hilarious!" Pinkie Pie hugged Gaia.

"So are you! And so huggable! Everypony likes hugs!"

The pair had only known each other for an hour, so the others were left to wonder how they had become so close friends in such a short time, while watching the two play rock, paper, scissors with actual rocks, paper and scissors produced from thin air.

The pony in the pilot seat turned around to face her passengers. She wore a suit not unlike that of the Wonderbolts, with a pair of goggles over her eyes and an orange mane protruding out the back.

"We're almost there, get ready, it sounds like we're going in hot." She turned back to flying the shuttle.

"BlackTalon and I shall clear the skies."

"Pinkie Pie, Gaia, Sir Klass? This perfect example of pony physique" He ripped of his shirt again, flexing his muscles and somehow sparkling, "will need help in securing the landing site."

Gaia giggled at him "You're funny major! Sure, I'll help!"

Trixie and Rarity were focused on HoofStrong's flexing foreleg muscles.

"Trixie is available... If you need any help, that is!-" Trixie blushed and looked away quickly.

"-I would be more than happy to assist your muscles- uh, I mean, you as well-"

"I think you two should blink, your eyes look like they're about to pop out of your heads."

The ponies (and gryphons) in the shuttle laughed. They needed it. They were about to fight the remnants of the Solar Empire, something which Luna didn't expect to be too much trouble this time around, but a little bit of fun and laughter couldn't hurt before risking your life, right?

Their pilot's voice crackled through their helmets, "Echo 419 on approach, what's your status? Over."

"Advancing as planned and on schedule. Sectors one, two, six, eight and ten clear. Remaining sectors are well on their way. They've got no fight left in them."

"Gaia, can I speak to them? All of them at once?"

"Yes, Princess. Just press your hoof against the power gem on your armor."

"Like this?" She pressed her hoof against her breastplate.

"Yes, they can all hear you now"

Luna cleared her throat, "Attention all Lunar Republic forces, this is Princess Luna speaking. We are making our final push against the Solar Empire in to Canterlot. Our enemy is defeated; they retreat or surrender before us and those that don't have hardly the will to fight. We could easily kill every last one of them and that would be the end of it, but I am sure that you are like me and don't want to see any more of our own ponies killed. We know what we fight for, but they do not, they know only that Nightmare Moon has come to spread eternal darkness across all of Equestria. We know that is a lie that they have been told in order to make them fight against us rather than for us. So, why should we kill our own friends and family because of a lie?"

She paused for a moment to let what she had said sink in.

"This is Luna; your Princess and the New Lunar Republic's Commander-in-Chief. These are your orders: Take prisoners whenever possible and treat them as kindly as you can treat a prisoner of war. This fight will be over soon, I promise. For the Lunar Republic and for a free Equestria." She dropped her hoof to the floor.

"Well said Princess"

Luna merely nodded. "How much further?"

"We're here."

The ponies stood up and faced the opening shuttle doors. Below them was a plaza that connected a park and a marketplace via a two tier set of stairs. In the lower level the Lunar Republic was pinned down by a small number of Solar Empire soldiers who had the high ground at the top of the stairs, giving them excellent cover... From the front.

"Take us to the park and give us a good shot at their backs."

"Yes, ma'am"

The shuttle's engines roared as it went up, over the battle and hovered behind the Solar Empire, cutting off their escape and surrounding them. The pilot began descending to ground level. GrimFeather and BlackTalon jumped out of the shuttle and took flight, making sure there were no hidden ponies on the field while Rarity, Twilight and Trixie fired upon the soldiers from the shuttle.

They landed and everypony piled out to gallop towards their enemy who had now turned their full attention Luna and her group. There were only five of them and two had already been taken out by the unicorns, one having been slammed against a wall hard enough to be knocked out and another that had a crippled foreleg. As they ran closer the Solar soldiers noticed the gryphons in the sky and realizing that there was no option, they threw their hooves up in surrender.

At that same moment the ponies from the market reached the top of the stairs and tackled the ponies. They began to beat the helpless ponies, failing to realize that they weren't putting up a fight.

"No, stop! They surrendered!" As was common, nopony heard Fluttershy, so she took a deep breath and screamed at the top of her lungs, "I said, STOP!"

The Lunar Republic soldiers looked up at the screaming yellow Pegasus and back down at their victims. Realizing what they had done, they back away from the Solar soldiers. All but one, who kept kicking a poor blue earth pony.

"Soldier! Stop now! Did you not hear me? Prisoners are priority number one, stop before you kill him!" The pony was... Lost. There was some sick smile on his face as he ignored Luna and continued to pummel every inch of exposed flesh on the Solar soldier's body. Luna was against unnecessary killing and would prevent it whenever she could, even if it meant taking action against her allies.

Luna began to channel magic through her horn.

"This is your last warning soldier, stand down!" They heard the sickening snap of a breaking bone and a scream before the earth pony passed out and he still showed no signs of stopping. Luna added another pony to her mental list of the dead.

She flung the Lunar soldier so hard in to a nearby building that he left a pony shaped hole in the wall, something that would only happen at incredible speeds. Not sparing a second thought to the pony, she rushed over to the Solar soldier to check his wounds. His breathing was shallow with a slight gurgle, one of his ribs was poking up at his skin, making an unsightly lump, he had a broken back leg and his body was covered in deep cuts and bruises.

"Gaia, Fluttershy, come help me. HoofStrong and Trixie, arrest the others. Colonel Mustang, keep watch. You there, officer. Send somepony to get the body." The last order was directed at the leader of the ponies from the market and it was not lost on anypony that she had ordered a body retrieval, not somepony to check if he was alive.

The ponies did as they were told, the other Solar soldiers were corralled off to the side and guarded by Hoofstrong and Trixie. The others watched the rest of the lunar soldiers carefully, Luna had, after all, just killed one of their own, nopony was sure how the others would react.

"Princess, we need to move this rib" she pointed at the broken rib that was poking at the underside of his skin. "I can fix the bone and stop the bleeding from the lung it punctured, but I can't see inside a body and I can't move the bone and mend it at the same time, somepony else will have to hold it in place."

"Twilight Sparkle, we need your help." Twilight stepped forward and knelt down next to the injured pony.

Luna blinked and her eyes lit up as she spoke to Twilight "You're going to move the bone, while I give you directions" She looked down at the pony, seeing straight through his skin. "This is... Not going to be very pleasant for anypony."

Fluttershy was cradling the pony's head, "I hope the poor thing doesn't-"

The pony suddenly woke up and started screaming in pain.

"Fluttershy, keep him calm! He's only on one lung, that screaming is dangerous!" No sooner had she said it then the pony began coughing up blood.

"Hey! Get her off of him!" He made as if he was going to try and push past the guards to get to his friend.

"Stay where you are, she's helping him."

"Look at him! That isn't helping! Besides Nightmare Moon is trying to kill us, she wouldn't try to save him? What she's doing is torture!"

"Princess Luna isn't here to hurt you. If she was, then why has she not ordered Trixie and Hoofstrong to kill you? You are sitting there, unrestrained with two guards, while Luna has just killed one of her own soldiers in order to save one of yours. Trixie thinks it would be unwise to try and stop her."

"Shh, shhhh! It's okay sir, we're here to help you. Please calm down, you're going to hurt yourself." Fluttershy's efforts did little to stop him.

"Twilight, we need to do this quickly! Fluttershy, hold him down as best you can, Gaia get ready to fix him up, Twilight, get a hold of the rib."

"I'm really sorry sir, this will be over soon."

Twilight's horn began to glow and a faint purple could be seen shining through the stallion's skin from the inside. "Carefully Twilight, pull back- it's out! Gaia stop the bleeding." The pony's breathing almost stopped and he began wheezing as the hole in his lung let every breath he took in escape. Mere seconds after Gaia's horn lit up, however, his breathing steadied and his coughing fit stopped. He was visibly in less pain and it seemed he had finally realized they were trying to help because he relaxed. Either that or he had simply passed out from the shock of having somepony move his bones around inside your body while still being conscious.

"Here, Princess?"

"Yes! Gaia-"

"-I know dearie." After a short time, "You can let go Twilight."

Gaia waved her glowing horn across the rest of his body, fixing anything else she could find wrong with him. His leg was broken and he had lost a lot of blood, but there was nothing she could do about the latter.

The prisoners watched as Luna and Gaia set and healed his broken leg.

The Solar Pony directed his yelling at Luna, "Impossible! You just attacked Canterlot with an army and flying death machines! You took all of the injured ponies from the battlefield to do Celestia knows what to them and you're allied with the Gryphons! Why are you helping us Nightmare Moon?"

Luna winced at the name as she got up to speak to the prisoners. "I am no longer Nightmare Moon, you have nothing to fear from your Princess."

"What do you mean you aren't Nightmare Moon? You've just attacked and killed hundreds of ponies. You've got her mane. You're her height. You-"

"-I am not Nightmare Moon! Do you think that Nightmare Moon would let you live? Would she have helped your friend, or killed one of her own soldiers in order to save him in the first place? Would she have equipped her army with weapons that couldn't kill? Would she have taken the bodies of everypony left on the battlefield back to her army's field hospital in order to treat their injuries and do all that she could to save them? Would she bury the dead properly, each in their own grave with a tombstone identifying them the best she could?" The Solar pony didn't seem to know what to say "I am Princess Luna of Equestria. My form has been altered by a fight to rid myself of the traces of Nightmare Moon that hid inside me. I am here to rid this Kingdom of my sister's twisted rule and no matter what lies she has told you, I am not the evil one."

He stammered "B-but, you can't just show up and take control! Why would Luna do that?"

"Need I say more than 'steamponies'? How about 'martial law'? Are the words 'military draft' enough for you? My sister would not stop with my defeat, she would continue to other Kingdoms and Nations."

"But what about the-"

"-I'm sorry, but I can't stay here arguing forever, my sister is undoubtedly waiting for us. Equestria will be informed of everything that has happened and why, don't worry. You may even ask your guards, if you wish, which will be the ponies you were fighting only a short time ago. Speaking of which..."

Luna looked around for the officer she had instructed earlier, making eye contact, he walked over to her.

"Yes, Princess?"

"What of our soldier? Did you recover the body?"

"Yes, Princess. He is dead..." He paused for a moment. "If I may speak freely Princess?"

"Go ahead."

"He was the best soldier in this division ma'am, responsible for saving his squad mates several times today."

"I'm sorry, but I couldn't-"

"You did the right thing Princess. This war is about values, is it not? Celestia wants war and control, we want peace and equality. Sure Shot didn't seem to want peace..." He looked over at the still bruised and bloody earth pony being cared for by Fluttershy.

"It still is not something I enjoyed doing."

"Of course not, Princess."

"Well, we need to move. I want you to take your soldiers and the Solar Empire stallions back to base. Make sure that the Earth Pony gets thereASAP! Understood?"

The Officer saluted Princess Luna "Yes ma'am!" He ran off to round up his troops and the prisoners.

The Lunar soldiers took over guarding the prisoners and and caring for the wounded pony.

Luna looked up toward the roof of the building she had sent Sure Shot through and where BlackTalon was now perched on top of. "Report BLackTalon?"

"Nopony in the park, it's a straight shot to the castle, Princess."

Luna looked to her companions, "You heard him, let's get moving. We have an emperor to dethrone."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"So, Princess Luna. Do you have a plan?"

Luna stopped and looked at the castle on the other end of the park, thinking. "I can't say that I do. My sister has been possessed by the same sort of evil that I was when I became Nightmare Moon, so I had planned on using the Elements of Harmony against her, but..."

"With AJ gone, that's not an option."

"Exactly Rainbow Dash."

"Well then, I say we just go in there and kick her plot! She won't stand a chance against all of us!"

"I don't know Rainbow, you saw how she was. Remember what she did to that room, just by getting mad?"

"Yeah, but look how many of us there are!"

"Rainbow Dash is right, she might be mean and scary, but she can't be that mean and scary!"

"I, Trixie, will hold her down with my magic while the rest of you attack!"

Twilight rolled her eyes, "All by yourself, huh?"

"Um, well, I mean... With your help of course Twilight."

"One look at these" Where did he keep getting these new shirts? "and she will surrender without a fight!"

"I don't think fighting a crazed Alicorn is really something you can plan for. I'm sure that when you went after Nightmare Moon, you had no such plan."

"We had the Elements of Harmony, Princess!"

"Yes, but we didn't know that from the start, so we might as well not have had them at all. It's the same predicament we're in now."

"Exactly and like I said, I don't think it is something you can really plan for."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Applejack lay on her bed in the hospital tent, aware of everything around her, but unable to move. She was in a sort of haze that stopped her body working the way she wanted it to, as if she were in that odd stage between being asleep and awake.

The nurse and other ponies were in the next room over, listening to the battle being broadcast over a portable radio that they had set up. Fuzzy sentences would make their way to Applejack in her sleep, invading her dreams.

Everything was hazy and all seemed to be in slow motion. Applejack and her friends were in Ponyville, walking down the market street. Pinkie Pie told a joke that Applejack couldn't quite hear, but in her dreamy state she knew it was funny, so she laughed. They continued down the street waving to their friends and joking amongst themselves, occasionally stopping at a market stall to see what was for sale.

A pony ran screaming out of her house, followed by several angry soldiers in gold armor. Pinkie Pie pointed her party cannon at them and fired, blasting a hole in the building and making it crumble in to a pile of confetti that party balloons floated out of! Applejack began chucking apples at the soldiers as hard as she could, but the apples just fell to the ground hardly two hooves in front of her. The soldiers just went straight for Rainbow Dash, swinging their swords at her in unison and made contact-

Applejack bolted upright in her bed.

"They're coming out of the building! Sergeant, cut off their escape, you three, covering fire!" The tent was filled with sounds of blaster bolts coming from the radio.

Applejack looked around confused and wondering where she was. It took her a moment to remember what had happened, she put a hoof up to her head and groaned.

"Attention everypony, this is Princess Luna. Myself and a select few are entering the castle grounds. The area is off limits to everypony, this will be a fight that you do not want to see and one that would be unsafe for you to be anywhere near. Secure the city, round up the prisoners and begin evacuation of everypony. Citizens, soldiers and prisoners alike. Nopony gets left behind and I mean nopony! Gather in the fields and await further instructions. Wish us luck. Princess, Luna over and out." The radio went silent.

'The others... Rainbow Dash!'

Applejack remembered having woken up and seeing a rainbow tail leave through the tent. She looked over to make sure the nurse wasn't around to stop her again, she wasn't.

Applejack threw her hind hooves over the edge of the bed and hopped down. She stood there for a moment letting the dizziness in her head subside a bit before trying to leave. She took two steps toward the door and stumbled over her own hooves.

Applejack mumbled under her breath,

"It migh' kill me, but I'm gonna get to her if it's the las' thing I do." With that, she placed her hat on top of her head, stumbled off out of the tent, head still wrapped in bandages and one eye covered, on her way to help her friends and to Rainbow Dash.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Rainbow Dash bucked open the wrought iron gate separating the palace grounds from the rest of Canterlot. They were in the area used for garden parties, but it was almost unrecognizable, in fact most of the castle had seen better days. Large patches of grass had been burned to a crisp, some trees still smoldered and there was an occasional bush on fire, not to mention holes carved out of the ground. The castle itself had its own damage, but nothing more serious than a small hole in a far off tower.

"Where do you think she is, Princess?"

"The council chambers."

"The same place she kicked us out of in the beginning?"

"Yes, I think so. Come on, let's get moving."

The group made their way up the front steps and through the giant doors, one of which was broken off its hinges and lying on the ground, slightly charred. The grand entrance looked as if a tornado had hit it. Well, a tornado of fire that is. Some of the marble stairs had chunks blasted out of them, a banner with the royal seal on it was slowly burning to nothing but ash, hanging off the wall by just one corner. The chandelier above them was just a large chunk of slag, any windows in the room were melted or shattered and every surface showed signs of being exposed to extreme heat in one way or another.

"She sure did a number on this place, didn't she?"

"Hm, quite."

"It's just a little fire, nothing to worry about" Mustang let out a pained cough.

"You okay, dearie?"

"I'm fine, nothing to worry about. Let's get going."

"Are you sure?"

"Yes, I'm fine! Please, let's go."

Luna eyed him suspiciously. "As you wish Colonel."

Luna led them up the stairs and in to the Throne Room. It was like the others; destroyed, burning and it looked like a storm of fire had passed through. Everything was charred or burned, except for the throne. Celestia had removed the two normal chairs and replaced it with one nearly twice the size and infinitely more ornate. Behind the throne was a large banner with the Solar Empire's seal on it: A perfectly circular eye atop a pair of wings. Looking around, Luna noticed the same symbol all over the room.

Not wanting to see more evidence of how far her sister had fallen, Luna led them down a side door in to the hall that ended at the council chambers.

"Are you all ready? She'll be in the next room."

The others nodded to her.

"We have been with you for a long time, Princess. This is the goal we have been working towards, I daresay think it is time we finish it."

"This is why we joined you in the first place. Let's go kick that meanie's tail!"

"Trixie did miss a few meetings... Trixie thinks we should go get up to speed with the Princess."

Luna's horn lit up and she smiled as she opened the doors, "Thank you my friends."

The room was nothing like it was when Luna and Trixie had been kicked out of it so many months ago. The chandeliers were just two hunks of melted metal sitting on top of the meeting table. The windows had all been either blown out or simply melted and the historic mural on the ceiling had all been burned away, except for a picture of Discord that seemed to have been purposely saved. At the far end of the room, the banner with the Solar Empire's seal on it had been pulled to the side, revealing a balcony behind it upon which there stood Celestia, her fiery mane waving in a wind that wasn't there and looking out over the fields between Canterlot and Ponyville.

Celestia heard the hoofsteps of the ponies behind her, but did nothing more than continue looking out over her Kingdom.

"Sister."

Celestia sighed, "Yes, Luna?"

"I don't want to fight you..."

"What do you expect me to do, sister? Surrender? To you?"

"Please don't make me hurt you."

Celestia let out a laugh that her sister had heard before, but not one that she had ever heard come from Celestia. She heard the laugh coming from herself when she was Nightmare Moon...

"You think that you can hurt me? Sister, you may have defeated my entire army, united my enemies against me and have technology far beyond my own, but even with all of that and the ponies and gryphons you brought with you today, you will not be able to hurt me."

She knew the elements wouldn't work, but she had to at least try to find another way to stop her sister without fighting her, "You aren't yourself Celestia. You remember how the elements helped me? How they stopped Nightmare Moon? The same thing is happening to you that happened to me and we can help you the same way! Please, I don't want to fight you."

Celestia turned to her sister with an almost pleading look on her face. It lasted only for an instant before it turned in to a glare, but Luna was sure what she had seen. If only they had the elements.

"You think that I gave in to the same evil that you did? Ha! I'm sorry sister, but we both know that I have always been the one with the stronger will, the kindest, the most generous, the one more fit to lead, the better Princess."

"Princess Celestia, please listen to her! You know deep down that something has happened to you. You aren't the same mare you once were!"

Celestia glared daggers at Twilight, "SILENCE! You will pay for your betrayal Twilight Sparkle and you too Rainbow Dash! As will all of you! When I am done here, after I have defeated you and after I single hoofedly destroy your army, I will be sure to take action against our Kingdom's new enemies." She shifted her gaze to King GrimFeather.

"You threw the first stone, hundreds of years ago your Highness. It was you who closed your borders and invaded us-" he wasn't able to finish his sentence.

"-And you believed him, didn't you Luna? You believed him and the Gaians believed you and now look what you've done." She looked over her shoulder at the balcony that gave a view of the entire Kingdom.

"You have taken what was mine and you have stopped me from getting more! I can't forgive you sister- not that I would anyhoof. The Solar Empire only needs one Princess, after all." Celestia's horn began to glow and her mane started to flutter more violently.

"Celes... Don't. I never wanted this." As she said it her own horn began to glow and she took a step back, bracing herself. Her friends took similar defensive stances.

Celestia's eyes glowed a soft yellow color as her mane became brighter and the aura around her horn intensified. "It's too late sister." Celestia lifted one of the melted chandeliers behind them, wrenched it in half and sent the two massive chunks flying at the group from behind.

Fluttershy gasped and threw her hooves over her head, "Watch out!"

BlackTalon and GrimFeather jumped in to the air and grabbed the chunks of metal with their talons, redirecting them straight back at Celestia, who used her magic to melt the metal and let it splash down on the balcony behind her.

"So that is how it's going to be, is it? I guess I should do something about you bothersome pests, shouldn't I?" Celestia's cutie mark glowed a deep red and her mane and tail looked as if they were being blown behind her by hurricane force winds. Luna and her group had to back up, Celestia was throwing off intense heat and it was only getting worse!

The flames that formed Celestia's tail and mane extended behind her and began to wrap around her body, turning her in to a swirling ball of fire.

"There is nothing you can do Luna. I will burn down this entire city before I let you come near me!" she spoke from within the churning inferno.

"Celestia stop! You are going to force my hoof."

Celestia's response was to begin walking towards Luna and her companions, catching the building on fire as she stepped in from the balcony.

"Luna, fire needs to breath!"

Luna knew what he meant immediately. She put a forcefield around Celestia and her ball of fire, starving the fire of the oxygen it needed. At the ferocity it was burning, it took only a moment for the fire to die out.

Celestia stood there glaring as Luna dropped the shield. The second it was down, Celestia went back in to her fireball, forcing Luna to shield her again, which put out the fire. They continued this cycle several more times, Celestia getting more and more frustrated and furious every time.

"Fine! I don't need fire to kill you, there are plenty of other ways." Celestia's horn glowed and the roof shook and cracked as she brought it crumbling down on their heads. Twilight, Rarity and Luna stopped the rubble from crushing them, hovering it in place, but not having anywhere to put all of the ceiling pieces in such a narrow room.

Gaia touched her horn to the floor, a string of green magic snaked its way from her horn, up the wall and on to the floating chunks of ceiling. The debris began to glow and mend itself almost exactly how it was before, making Celestia's attack do nothing more than lower the ceiling.

Celestia's anger, frustration and fear were showing. She lit up her horn and cutie mark again and stomped her hoof on the floor, sending out a shockwave of fiery magic that blasted everypony off their hooves and heated their armor enough to leave angry blisters on the skin beneath it. Luna got to her hooves and magically cooled the armor of herself and her friends, trying her best to prevent any more burning.

Celestia swept her horn from one side to another, sending a wall of flames at them. The shields built in to their armor took the brunt of the blast, staggering the ponies, but it was all the shields could manage before their power crystals cracked.

Failed attack after attack was bringing forth the full insanity of Celestia's transformation. Her mane was burning violently and every movement, twitch or shudder hinted that she was slowly losing whatever sliver of control she had left over herself. Whatever it was that the evil inside her called itself, it had free reign over her, just like Nightmare Moon had for Luna.

Celestia used her magic to lift every spare thing in the room; chairs, the second chandelier, shards of broken glass, chunks of concrete, and she pointed it all straight at Luna.

"It is time that I forever rid this Kingdom of the evil that is Nightmare Moon!"

Celestia used her magic to keep Luna rooted on the spot. There was nothing she could do, Luna struggled against her magical bindings, pulling as hard as she could and looking to her friends for help, all of which had a panicked look on their face. Luna set up a magical shield, closed her eyes and hoped for the best.

An enormous amount of light and heat passed from behind Luna straight towards Celestia, causing her to howl in pain which was followed by the din of junk falling to the floor. Luna opened her eyes to see Colonel Mustang walking up next to her after having just launched a fireball at Celestia that was able to break her concentration long enough to force her to drop all of her projectiles.

Celestia seemed to notice who he was for the first time.

"Mustang? How dare you?! How dare you betray your Princess! You defected to her? Now I know what happened to the missing garrison at the wall... It's your fault that the Gryphons invaded and joined her! You will pay for what you have done Mustang!"

Celestia shot a short burst of fire from her horn at Mustang. "Colonel, look out!"

Mustang didn't miss a beat. He activated his magic and sent a stream of fire from his horn to match Celestia's. The fire attacks met in mid air and cancelled each other out.

Celestia sat in shock for a moment before launching more fire at him, which he countered easily. Again and again Celestia attacked and again and again Mustang was able to block. She attacked left, he defended left. She attacked right, he defended right. They went back and forth, exchanging blows, advancing on one another as each gained and lost the upper hoof. Left, right, up and down almost like a dance of fire.

If it wasn't such a life and death situation, Luna would have called the sight almost beautiful. It was clear though that Mustang's injuries were taking their toll, he wouldn't be able to hold this up for long.

The Major must have been thinking along the same line, because out of nowhere Hoofstrong's shirtless form ran by and bucked the fallen Princess in the chest, amazingly sending her in to the opposite wall, making a Celestia shaped indent there. Celestia was not going to like that and Luna did not want her friends fighting without her help.

"Twilight Sparkle! Get me out of this binding. I need to help them!"

"I'll get you out of there as soon as possible Prince-" Twilight was cut short by Sir Klass tackling her out of the way, leaving himself in the path of the flames that had just missed Major Hoofstrong. Gaia used her magic to rip a piece of the floor up in to a vertical shield, blocking most of the attack, but not enough to leave Klass unharmed.

He fell to the ground, with burns on flank.

"Klassie!" Gaia ran over to him and started pulled him out of the room and out of the line of fire followed by Fluttershy and Pinkie Pie.

Meanwhile, Celestia was fighting off both Hoofstrong and Mustang. Thankfully the Major was very agile for an earth pony his size, making it easy for him to dodge her magical attacks which kept him at bay. BlackTalon, King GrimFeather and Rainbow Dash took to the air, trying to find an opening to attack, which forced Celestia to take the time to launch fire in their direction as well.

"Twilight!"

Twilight ran over to Luna and began using her magic to undo the bindings Celestia had put on her.

"Rarity, I need help!"

"Coming, darling!" Rarity ran over, followed closely by Trixie.

"Trixie thinks she can help."

"This is a job for unicorns that know magic." Twilight spat at her.

"Now is not the time, Twilight Sparkle!"

It took an agonizing two minutes to get Luna free and in that time, Colonel Mustang was forced to drop out of the fight due to his injuries, leaving nopony to defend from Celestia's flame attacks.

"Come on girls, we need to counter that magic!"

The three unicorns followed Luna to the fight, where Celestia was taking full advantage of the lack of magical attackers to blast everything in sight with fire!

Luna and the three unicorns used their magic to shield off sections in front of Celestia, one pony protecting BlackTalon and GrimFeather, another protecting Rainbow Dash and the third shielding Major Hoofstrong. Celestia grew angry, throwing flames at each shield in turn only to see them bounced back at her. With her friends temporarily safe, Luna took advantage of the moment to close the distance to her sister. Celestia directed her attacks at Luna, using a steady flamethrower that only bounced off of the shield Luna had erected between them, shooting flames off in every direction. Celestia turned, trying to position herself better to make an escape off the balcony. When she looked towards it however, the balcony itself folded upwards and sealed her only exit. Gaia had returned with Fluttershy, Pinkie Pie and a limping Klass.

"Give up."

The voice that came from Celestia's mouth wasn't hers. The evil inside her had completely taken over and pushed the real Celestia down in to the darkest depths of its black heart.

"Ha! You think you have beaten me? I have hardly a scratch on me! If that is your idea of winning, you are out of your league."

"Even now you think you can win? For all of your flashy attacks and almighty power you have done almost nothing to us. The only one you did manage to injure has returned, you are locked in this room with us, greatly outnumbered and with no chance of winning. There is no hope for you."

They stood there, glared at each other. The two Alicorns would be nose for nose were it not for Luna's shield.

"That is what you think!"

Celestia brought her head back and jabbed the shield with her horn, shattering it like glass and carving a trench out of Luna's helmet that continued on to the side of her face. Reeling from the pain and dripping blood, Luna had hardly noticed what happened next, but seeing Luna injured must have done the same to her friends as it did to her. Immediately they began their attack on Celestia; the unicorns dropped their shields, allowing Rainbow and the gryphons to hit Celestia from three different angles, one right after the other. That stunned her long enough to allow Major Hoofstrong to land a kick to her side and by the sounds of it, cracking several bones in her wing.

Luna had recovered at this point and realized what was going on, but... What could she do? As she watched her friends beat Celestia, there was really only one option left to her. The sister she had known couldn't be saved and Luna was prepared for this to be a fight to the death, but still... She had to try at least once more before Celestia was finished off.

"Stop! Stop my little ponies, stop. She has had enough."

Rainbow Dash froze in a position that clearly showed she was about to punch Celestia in the face. Rainbow looked over at Luna and dropped the Princess, letting her crumble to the ground.

Luna walked up to her sister, not sure if her actual sister even knew what was going on in there, but determined to try either way.

"I don't want you to die."

Celestia merely look up at Luna through bruised and puffy eyes.

"If you don't give up now, if you don't surrender and if you don't come quietly, I must kill you. You can be saved if you come with us, but right here, right now, if you don't, then I have to kill you."

Celestia looked up at her and for a moment she saw that pleading look again. It quickly vanished, followed by the swinging of a hoof and a jet of fire directed at Luna. The hoof made contact, knocking off Luna's helmet, but the fire missed, hitting the ceiling. Luna stared at her sister for nearly a minute before letting out a sigh of regret.

"I'm sorry sister. I know you're in there somewhere, but I can't save you. I want you to know something though. I know that it isn't really you doing this. I know that you're in there somewhere and that this evil mare has taken control of your body. We both know that I cannot let this body live if it isn't controlled by you, the power of the sun isn't safe enough to be left in the hooves of this evil mare. I want you to know that you are my sister and forever will be, please when this is over... Say hello to our friends that were fortunate enough to live shorter lives. Tell mom and dad I said hello. And please forgive me. Goodbye Celes, I love you."

Luna took a step back and lifted a hoof above Celestia's head.

"Luna, wait!"

Luna dropped her hoof. "Yes Rainbow Dash?"

"I- um... Can I?"

Luna raised an eyebrow, "Are you sure Rainbow Dash? Haven't you injured enough today?"

"Yes... but I- It's... AJ could be in that coma for a long time. She might even be dead for all I know. I want to..."

"Revenge is an ugly thing Rainbow."

Rainbow Dash looked at the floor for a moment, ashamed, before looking up again and staring Luna in the eyes. "Who do I have left to impress?"

Luna sat quietly for a moment, pondering the request. She looked back in to Rainbow's eyes and saw that same intensity she had when Rainbow Dash had lost her temper.

'Maybe... Just, maybe...'

Luna closed her eyes and used her magic to find the answer to an unasked question.

"As you wish Rainbow Dash. Be quick about it though."

Rainbow Dash nodded and stepped over to Celestia. She looked down at the fallen Princess with disgust. This pony- this creature had caused her so much pain since this all had started, both emotional and physical. Rainbow Dash knew that giving in to her feelings of hatred like this was not a good thing, but lost in thoughts of losing Applejack and lost in the pain that came with them, she didn't care.

Rainbow Dash stood up on her hind legs, flapping her wings to keep balance, she help position for a moment, steeling herself for what she was about to do.

Twilight looked up, shocked and turned her head towards the empty door frame.

"Luna, I think that-"

"Yes, I know Twilight."

Just as Rainbow began to bring down her hooves, a voice yelled at her from the entrance hall.

"Stop, Rainbow Dash!"

The pegasus' hooves slammed down with incredible force... On the ground next to Celestia's head, missing her completely. Dash turned around to the voice that couldn't possibly be there.

"Applejack!"

The orange earth pony was better off then when she had first left the hospital tent, but the ride on the shuttle had replaced her dizziness with queasiness. She wasn't quite ready for the flying tackle she received. The two tumbled on to the ground, Rainbow landing on top.

"Whoa there! Just hold yer horses! Ponies like me ain't meant ta fly and that ride over was a doozy! 'Specially since that dern pegasus pony didn' quite seem to know where the brakes were. Oh and" Applejack pointed to her bandaged head. "A little gentle if you don' min-"

Rainbow Dash leaned down and gave Applejack a very passionate kiss, much to the awkward embarrassment of the other ponies in the room.

"Not quite what I had in mind, but I can live with tha'." Rainbow Dash just kept smiling down at her.

Luna cleared her throat loudly. "Yes, well, um. Gaia, can you please fix Celestia's leg and ribs? Reducing the swelling on her eyes would be nice too."

"I- uh. Yes Luna, but can I ask why?"

"We have a new guest! Applejack the element of honesty."

Luna looked back at the two lovers.

Having heard what Luna said, Applejack spoke loud enough for the others to hear her, "I would honestly like you ta get off me now Rainbow."

They all shared a small moment of laughter while Gaia fixed up Celestia. When she was on her feet, Luna cast the same spell that had been cast on her to cement Celestia's hooves to the ground. Celestia struggled and tried shooting fire, but Luna had shielded them.

"Gaia, can we get a more fire-resistant barrier?"

"Of course, Princess." Gaia touched her horn to the ground and the entire floor glowed green. The barrier she had created earlier for Sir Klass, melted in to the floor and reformed itself in front of Celestia, shielding them from any of her fiery attacks.

"Okay, so who can guess the plan?"

"Use the six Elements of Harmony to turn Celestia back in to her former self, just like we did for you!"

"No! Good guess though."

Pinkie Pie threw her hoof in to the air and started bouncing on the spot, "Oooh, oooh! Pick me, I know, I know!"

Luna pointed her hoof at Pinkie Pie, "Yes, Pinkie?"

Pinkie Pie took a deep breath,

"We'regoingtousetheseventhelementoflovetonotjustturneCelestiabacktonormalbuttpermanetlygetridoftheevilthatiscrashingthepartyinherbody!"

Everypony looked at Pinkie Pie in shock.

"Pinkie, dear, there is no seventh element."

"Actually, Rarity, I believe there is." The looks she received were ones of pure shock and confusion, with the exception being Pinkie Pie who wore a "well, duh! I just said that" look.

"Let me explain. Back when the six of you defeated Nightmare Moon and brought me back to myself- well there was the first problem. I wasn't quite myself. It was as if I had been brought back a younger, more timid filly, rather than the mare that I used to be. At the time, I knew no better, why? Because little did I know, Nightmare Moon was still inside of me. Time passed and my sister still didn't trust me, so one day when she left me out of a Council on Equestrian Affairs meeting, Trixie here"

Trixie beamed at being mentioned, "convinced me to go in to the meeting and demand my rightful seat. Needless to say, she said no. Anyhoof, Trixie,"

She beamed at the others again, "with her knowledge of the Elements of Harmony convinced me to find her in the woods at the old castle ruins where Nightmare Moon was defeated in the first place. On my way there, I started receiving visions of my past as the evil mare and when I got to the castle, the magic of the place had made Nightmare Moon strong enough to try and break free again."

"Oooohhhh! So you're saying that if we did the same thing, we would just have to deal with evil Celestia again later!"

"Exactly! So, as you know we started the Lunar Republic. On my journey to find more allies, I saw the elements represented in my new friends: Sir Klass represented generosity, due to his large and selfless donations.

Sir Klass merely waved a hoof half-heartedly in her direction, as if to say 'not a big deal'.

Colonel Mustang showed incredible loyalty to his Princess and the stallions in his command."

There is no other way to lead.

"Gaia was of course, laughter, with her strange ways."

"I knew there was something I liked about you!"

"I saw kindness in Trixie, for her willingness to stand up for me and to help me get rid of Nightmare Moon."

"Trixie is always willing to help a friend in need."

"Honesty was represented by Applejack, when she chewed me out for not taking this war as seriously as I should have."

Applejack was sitting next to Rainbow Dash, a wing over her shoulder and her bandages still obscuring one eye.

"Well, shucks, Princess. I just said what needed to be said."

"And that's why you're the honest one!" Rainbow Dash pecked her on the cheek, making Applejack blush.

"Magic, if I may be so bold, was me. I don't think that all of us would have become friends if it weren't for me trying to defeat my sister."

"I know that none of the gryphons would have met you any other way."

"See what I mean? And throughout this rebellion we've created, all of you showed me that the Elements of Harmony aren't just things that we use when we need to defeat Discord, or a crazed Alicorn. They're things we use every day for all sorts of problems, or even for no reason at all! Still though, there was one thing missing... When I defeated Nightmare Moon and rid myself of her, I think I felt an inkling of it. It may have been coming from Trixie or Gaia or maybe even Sir Klass, but I don't think I would have been able to succeed without it."

She paused for a moment, staring out one of the broken windows at the eclipsed, setting sun. She channeled her magic and moved the moon, letting the sunset shine like normal.

"Then I saw it again when Mustang fought for his stallions, or today when he fought against Celestia to defend us. I saw it reflected in the tears Applejack cried on the moon base and I heard it in the words she shouted at me. I heard it again when Sir Klass told us that he had been kicked out of his town. It was in the story of the gryphon captain who took the deaths of his squad personally. I saw it burning behind Dash's eyes when she yelled at me and I felt it in that short time I had with Lieutenant Havoc..."

The others waited for her to continue.

"It has been a part of every friendship that anypony has ever formed. You see, there are the five elements that can be easily recognized. Then there is the sixth element, magic or the spark, that brings them all together and helps create those friendships. After a friendship is made with generosity, kindness, loyalty, honesty and laughter it is brought together with that 'spark'. That's how they start, but how do they last? With love."

The look of enlightenment on their faces was too funny for Luna not to laugh.

"You see, love has many layers and intensities. I love my neighbors, GrimFeather and BlackTalon. I love my sister, Celestia. I love my friends, all of you. Each type of love has its place and some is more common then others. Now do you see why we needed these two the most, Twilight?" She pointed towards Rainbow Dash and Applejack.

Rainbow Dash who had been staring at Applejack ever since they started talking about love, gave a jolt as the conversation was turned on them. "Wait, what?"

"You need the two of us the most? Why?"

"Because not only can one pony not adequately represent love, but the love you share is of the purest kind. Both of you have done nothing but worry about one another since you two parted to join opposite sides of a war. I can only imagine how difficult that must have been for you two. Applejack, you should have heard what Rainbow dash said at your bedside in the hospital tent!

"Um" Applejack raised a hoof to the back of her bandaged head. "I did. I could hear all of the goings on aroun' me. Hey, that reminds me!"

Applejack gave rainbow a hug and nuzzled herself under Dash's chin.

"I love you too, Dashie."

Rainbow dash blushed furiously, but returned the hug.

"That is exactly what I mean! Look at you now! It has been months since you have seen each other and you have picked up right where you left off!"

"So you think that their love will help bring back your sister permanently, without risking the return of this evil mare?"

"Yes Hoofstrong, I do."

"Wahaaaa!" Tears were flying from Fluttersy and Pinkie Pie's eyes like sprinklers as they held each other.

The Major's tough outer exterior melted as he became incredibly giddy, his mustache bouncing up and down at incredible speeds, "Oh, how wonderful! To think that these two star-crossed lovers will be just the thing needed to rid this kind and caring Alicorn of her evil trespasser!"

Everypony looked towards Colonel Mustang, who simply shrugged.

"He's a romantic at heart."

They watched as Pinkie, Fluttershy and the Major held each other and cried at the joyous turn of events.

"Um, girls? The elements."

Pinkie Pie immediately stopped crying and walked over to Twilight followed by a still sobbing Fluttershy.

"Okey-Dokey-Lokey!"

"Anyhoof, we need Rainbow Dash and Applejack in order to unlock the seventh element. Their presence should be enough Twilight Sparkle, just get it started and number seven should take care of itself! She's all yours."

"All right girls, are you ready?"

The others lined up next to Twilight, ready to use the elements once again. Gaia lowered the barrier, giving the element bearers a clear shot.

Twilight closed her eyes and began to cast the now familiar spell. Slowly the six ponies lifted off the ground and each of their elements began to shine. Suddenly a stone sphere popped in to existence above their heads. It broke in to thousands of tiny crystal shards and spread itself evenly to each of the six ponies. Horseshoes appeared on the hooves of each pony, not unlike Celestia's or Luna's, with each front left shoe having a crystal red heart set in it, representing the love that all of the ponies shared for each other. Twilight opened her eyes, still channeling the spell while between them formed a rainbow. This rainbow seemed somehow brighter and more vibrant than the previous ones they had created as it shot out from between them and hit the evil Celestia square in the chest, engulfing her in a bright light that forced the others to avert their eyes.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Celestia was swimming in a sea of cold and darkness. It seemed as if she had been here forever, but at least the place was familiar. It was a place she had been visiting in her dreams since she had banished her sister, oftentimes after these dreams she would wake up in a place other than where she fell asleep. It was quiet here and not altogether terrible. This time however, she seemed stuck. It had been what felt like years since she had seen her beloved sun. She sat there quietly and patiently, merely waiting. It's not like there was anything better to do.

Slowly the darkness around her was becoming somehow lighter. The black was slowly turning in to grey and then, without warning, a rainbow disintegrated every last shadow and bathed her in warmth and light. Celestia suddenly felt as if she were traveling very quickly through a tight tunnel. There seemed to be a picture at the far end and she was speeding right towards it, until finally-

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Can you hear me sister? Celestia, are you there?" Celestia looked like her normal self again, with her coat white again and her normal flowing mane.

She looked around startled for moment by all the ponies and the two gryphons that stared at her. She took note of the destroyed room, the melted chandelier, broken windows, blood running down Luna's face, the armor everypony was wearing and the fact that she couldn't move her hooves. Being a quick-witted Alicorn, Celestia was able to put two and two together in a short time. Her expression changed from one of surprise to one of bashful guilt and self disappointment.

"I... I don't know what to say."

"You are forgiven sister. We have much to discuss."

Luna freed Celestia. "We are going to have a lot of explaining to do and a lot of funerals to attend."

Celestia was almost afraid to ask, but she would have to eventually, "How bad was the fighting?"

Luna looked to the others, not quite sure where to start. Gaia touched her horn to the ground and put the balcony back to its normal place.

Luna walked with her sister out to the balcony and pointed out the large holes blasted in to the ground by the ships. The fact that they were visible from this distance gave credit to their size.

"Oh my! What made those?"

Luna pointed up towards the sky just as the Tolerance roared overhead on its way to the field hospital to drop off casualties and refugees.

"You asked how bad the fighting was sister... Do you remember when I was Nightmare Moon? Before you banished me? All the destruction, death and chaos I created?"

"Yes. Unfortunately, I do."

"Now we're even."

Falling Out

(( Author's Note of Sexy:If you chose to ignore the description, then please note that it is highly recommended that you change your background from "light" to "dark". The option is at the upper right portion of the screen right below the comment counter. Enjoy ))

Note 02/25/2013: This story was written in a poor format and what seems like a lifetime ago. Eventually it will be rewritten and improved upon, though I have no time estimate.

Falling Out

'She still doesn't trust me...'

Princess Luna watched on as her sister, Princess Celestia, walked down the hallway and closed the grand oak doors behind her. Celestia was on her way to a meeting of the Council on Equestrian Affairs, where she would discuss the future of the nation with delegates from the major cities and organizations; Phillydelphia, Cloudsdale, Las Pegasus, the Star Swirl Society, Wonderbolts and Ponyville. Together they would keep peace, better the economy, help the needy, feed the poor, kiss babies and all that other stuff to make them look good and everypony would love them for it...

'Why can't I be a part of that?' Luna thought to herself, feeling the lowest she had in... Well as long as she could remember.

It had been almost a year since those six had freed her from the prison of hate and spite she had made for herself known as Nightmare Moon. Almost a full year since she had come back to Canterlot a new filly and been nothing less than the loving, caring and kind sister and princess she was before.

After staring at the door for what seemed like forever, Luna turned around and began walking back to the main chamber, only to run headlong in to a pony who had been galloping towards the door Luna's sister had just disappeared through.

Luna got to her hooves, looking for her assailant. There lying on the ground was a pony with little stars doing laps around her head as she lay there dazed.

The mare had a Crescent Moon and Star-tipped wand on her flank.

"Oh, it's you Trixie, how are you?" Luna asked happily after realizing she had just (literally) run in to a friend.

Trixie took a moment to swat at the little stars still buzzing around her head as she stood up again

'Stars? Maybe it's a side effect of a recent experiment? She is the delegate for the Star Swirl Society after all'

She wasn't saying anything so Luna decided to try again, a little louder this time.

"Hello Trixie, are you okay? I didn't see you there!"

"I, the great and POWERFUL Trixie, am completely fine and do not need your- Oh Princess Luna! Trixie is so very sorry, she was worried she would be late for the council meeting and Tri-"

"It is fine Trixie, don't worry"

Luna gave her a warm smile, that seemed to relax Trixie a bit.

"Wait... Why are you out here? Come on, let's go to the meeting together Princess!"

"I can't Trixie. Celestia has forbidden it" Luna explained solemnly.

"She feels that I can not yet be trusted so soon after my return, so I am left out of most big decisions..."

Trixie had a look of absolute shock on her face.

"How could she do this to you? Why would your own sister not let you back at her side as an equal? The Elements of Harmony did their job, you are just as you once were!"

"I know, but she doesn't seem to see it that way. I can't say I blame her though, I mean I did do terrible things...."

Luna looked at the floor and started making little circles with her hoof.

"No Princess, you didn't do any of that! That was Nightmare Moon! You aren't the same pony you were back then, you're new and free and you deserve the chance to prove it! I'm going to march right in there and demand that you to be included."

"Thank you Trixie, but you really don't-"

It was no use. Trixie had that confident cocky look she often got when she was determined. So with a sigh Luna followed the young mare to the council chamber. Trixie opened the door and walked inside followed closely by Luna.

The room was beautiful. It had a high ceiling with two chandeliers hanging from it, only slightly obscuring a mural above their heads depicting some major events in Equestria's history; Creation of the planet, Discord's imprisonment and Luna's Banishment, among other things. The walls were like those in the main chamber, tall and filled with large windows. The meeting table was long and rectangular, Luna stood at one end with Trixie and looked down at the other end, where there stood her sister, Celestia, with a most unhappy look upon her face. Behind her was a strange symbol Luna had never seen before, it looked like an eye atop a pair of wings.

"Sister you know the rules, you are not allowed to be present during this meeting" Celestia reminded her sister from the far end of the table, looking exactly like a business pony CEO from this angle.

"Y-yes sister, but I-" Luna began

"I, the great and POWERFUL, Trixie think that Princess Luna should be included in these meetings! She is, after all a princess, so she should have the same authority as you do!-"

"Your highness." she added as an afterthought.

Celestia gave little pause for Trixie's little outburst

"Need I remind you why you are not allowed here, sister? One thousand years ago Luna, your jealousy that the ponies of Equestria preferred my day to your night reached a peak and your jealousy changed you. You transformed from the lovable mare I see before me to one of darkness and spite. You tried to throw me out of power, so you could rule the land with an iron hoof and bathe it in eternal night! so I did what I had to do... I banished you to the moon in the hopes that it would be enough for you to come to your senses, for you to return to your kind self, dear sister." She gave Luna a look that summed up her disappointment in the fallen princess.

"Celestia, you're right. I've done terrible things, but that isn't who I am anymore! I'm changed, I'm the same sister you grew up with, we've been together for thousands of years! Can you really believe that I'm still that evil mare? I could never do such things again, I wouldn't allow myself, it's against everything we were taught sister. I have a hard time even remembering being Nightmare Moon, how can you expect me to revert back to her if I don't even remember! I'm sorry it ever happened, but I have learned from my mistakes, I won't let it happen again....[size=9]I can't let it happen again...[/size]

"Everypony deserves a second chance!"

Celestia looked as if her patience had dried up, she was not happy...

Nopony spoke for a few moments. The tension was almost palpable and just as Luna thought she could stand it no longer Celestia's angry voice broke the silence.

"I gave you a second chance sister! I gave you the chance to change, to return to your normal self on your own! But you didn't, did you? You came back after 1,000 years, just as I had planned and you were exactly the same as when you left! You went to Ponyville and began to terrorize its citizens and do the same things you did a millennium earlier! Thankfully you didn't have enough time to begin killing as you did before! I gave you your second chance, oh dearest sister, and you tossed it out the window! You abused your power and because of that you now have none. You are a Princess of Equestria by title only and will never be my equal. Now leave so ponies who can control themselves can discuss the future of this Kingdom! And as for you-"

Celestia turned her gaze to Trixie

"The Star Swirl Society is no longer welcome at any further council meetings."

And with that, both were lifted by Celestia's magic and unceremoniously tossed from the chamber.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The pair were walking aimlessly through the statue garden, hardly believing what had just happened. What was wrong with her? How had she messed up so badly? There was no doubt that she had done terrible and evil things that she was ashamed of, but had she not payed for it? Was she not a new pony? And poor Trixie... Luna didn't want her to lose her place on the council, she just couldn't do anything right these last thousand years.... And had she really killed as Nightmare Moon?

That was the thought that worried her the most. If that were true, then Celestia was right, they would never be equals and Luna didn't even deserve the title of "Princess".

"Trixie I'm really-"

"That son of a-"

"Trixie!" Luna said in shock.

"Nopony throws out the great and POWERFUL Trixie and gets away with it! Luna" Trixie stopped walking and turned to Luna "We can't let this go! We have to do something! Your sister can't usurp your power like this! She was right, you've done some bad things, but the Elements of Harmony are infallible, there is no doubt in Trixie's mind that you are 100% the pony you once were. Trixie wasn't around before Nightmare Moon, but she knows the pony you are now and they are not the same mare."

"You're right, but... What can we do Trixie? What choice do we have, but to listen?"

Trixie was silent for a moment, deep in thought.

Trixie has an idea, but it's risky... She will meet you in the Everfree forest, you know the place. Be there, it's very important!"

And with that, Trixie turned and galloped away. She disappeared out the front gate, but not before calling over her shoulder

"You're a good Princess now, you deserve better!"

'Is that really true?' Luna thought

Why was Celestia so distrusting? She could hardly remember anything she had done as Nightmare Moon, before or after her banishment. Had she really committed so much evil that she could never be trusted again? But if the Elements of Harmony were so all powerful, then shouldn't Celestia accept that they had done their work and that there was no trace of evil left in her? But... There was, wasn't there... Somewhere deep down inside she could feel that she wasn't the same pony she used to be. Becoming that evil mare changed something permanently and she could feel it inside her. It was a thing that shouldn't be there, a cancer to her soul.

Before she fell asleep she took a long look at the moon and tried to remember her last thousand years there.

That night her dreams had just a hint of Nightmare...

Worry

Worry

She stood before a burning city

The screaming of ponies was music to her ears

All was bathed in an unnatural night

Luna was slipping in and out of consciousness. She knew there were ponies near her, she could hear their muffled conversation, but she just couldn't make her mouth work, or her eyes for that matter. She was trying to open them, but it was like trying to stay awake when you hadn't slept in days, they just wouldn't work.

She let out a groan of pain.

Immediately the ponies in the room rushed towards her and began talking in hurried voices.

"I nk sh ake"

"Whu- What?"

It took her ears a minute to adjust.

"Na! Cn ooo hr e?

Una, a-wer me....

Luna?"

'I understood that one'!

"Trixie?"

"Aha! I the great and POWERF-"

"Oh shut up, can't you see the poor thing needs help?"

Trixie looked at the ground and backed up a few paces to allow the unknown pony more room to examine the princess.

"Luna are you okay?"

She looked towards the voice. Before her stood a beautiful mint green unicorn. She had a ring of daises woven in to her wavy, dark green, mane and a cutie mark of some sort of aggressive looking vine. Her eyes were a deep red, something Luna had never seen before.

Her senses were coming back to her.

'I have to tell them'

Wh-Who are you? What's going on?

She tried to stand up, but her knees began to shake violently.

"Woah! Slow down there sugarcube, you need some rest 'fore you can get up again." The familiar voice made her inexplicably angry. She pushed it aside, that is exactly what she had to warn them about.

"But I- No, you have to leave! I'm not- I mean, I can't-

A fourth pony cut her off.

"With all do respect, we are not going anywhere, my fair princess. So if you would so kindly lay back down and rest, we would be most appreciative."

Luna had no idea where this voice had come from and had no idea why he was speaking in such an odd way. She was terribly confused.

"He's right Luna, just sleep. We'll be here when you wake up, you'll get through this."

She didn't know the other three, but she trusted Trixie and if Trixie trusted them, well so did she. She felt a sudden surge of hate and pain that made her throw back her head and scream!

The others gave a nervous look to each other.

She fought it long enough to get one last look at the others before she lost consciousness.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"Do you think she'll be okay?"

"Poor thing... She looks plum tuckered out."

The Orange pony gave a glance to Luna who was sleeping fitfully a short distance away.

She turned on Trixie, "You knew this would happen didn't you? Why did you bring her here?"

"Calm down Applejack, Trixie didn't know it would happen. She just thought it would."

Applejack glared at her.

"Perhaps an explanation is in order, madame Trixie? I for one don't think I would have traveled all the way out to this filthy castle had I known it was to watch our Princess be in so much pain."

This came from a pony at the back of the group wearing a monocle, top hat, tuxedo and some fancy drink for a cutie mark.

He was a very classy stallion.

"Yes, yes Trixie thinks you're right Sir Klass." Trixie cleared her throat.

"Princess Luna coming back was no secret, Princess Celestia wanted the magic of friendship to be spread far and wide to not only let ponies enjoy friendship, but to dissuade those who would seek to destroy it.

So of course this place was common knowledge, not where it is exactly, but the fact that it exists well, everypony knows that!"

It was true, Celestia was very public about Luna coming back, but until then they had all thought it was to rejoice for the return of her sister.

"Not long after Luna came back to us, Trixie met her on a visit to the castle. After talking to her a bit Trixie realized that Luna didn't remember much, if anything, that had happened during her time as Nightmare Moon. Trixie did some preliminary research at the time, but after the events of yesterday, she decided to get out her old notes and began digging. Soon, she found that in similar cases of magical amnesia such as this it was common for memories to be returned after visiting either places with a strong magical presence or places that the affected had visited during the time they cannot remember... This place fits both those criteria."

Applejack was a bit taken aback by this explanation. She totally expected it from Twilight Sparkle, but from Trixie? It seemed so out of place... Despite her ego and over the top attitude, Trixie was the head-honcho of the Star Swirl Society after all. She sure seemed to know what she was talking about.

"But why Trixie? Why did you want her memories back?"

Trixie cocked her head slightly to one side as if to say 'Isn't it obvious?'

"You've seen her. She isn't quite the same, but not how you'd expect. That little bit of Nightmare Moon trapped inside her has made her kinder. Maybe it's some strange side effect of the Elements of Harmony, or maybe she is trying too hard to suppress the Mare within, but whatever the case, she needs to confront what is inside her. A princess needs to be strong, courageous, confident, a good leader. Do you think she has been any of that since she got here?"

The other ponies looked at each other and shook their heads.

"Exactly! We needed to bring out those memories so she could confront them once and for all, otherwise we will only have a shell of Princess Luna"

"But, if I may, madame Trixie. Are you not afraid that those memories will bring back her hatred for her sister? Are you not afraid of bringing back Nightmare Moon?"

"Yeah, I thought tha' the Elements of Harmony were supposed t', get rid of Nightmare Moon, not hide her inside Luna."

"No. I've told you already, the Elements of Harmony did their job; they crushed the evil inside of her. All I wanted to do was to make her remember what her sister has done, don't you remember how it was before she came back? Nopony remembered her, the only one in Ponyville who had any idea was Twilight Sparkle. We all thought that it had always been Princess Celestia who ruled Equestria by herself, with no help and she did nothing to remind us of her sister or even mention that she existed. It's like she wanted us to forget all about her."

They sat in silence as they watched Luna still stirring in a fitful sleep, letting out the occasional groan or mumble. They could hear the rain on the roof and thunder in the distance.

"What about what she was sayin' before she passed out? Seemed like she had somethin' important to tell us."

"I think she was in shock, I know I would be if I woke up in a strange place surrounded by ponies I didn't really know."

Applejack seemed unconvinced.

"For our sake..."

She looked back at Luna.

"I hope you're right, sugarcube..."

The Beginning of the End

The Beginning of the End

"The skies are clear, Princess. I sent scouts to Cloudsdale, but they say there are only foals and elderly. It would seem that Celestia has recruited every able-bodied pegasus, mare or stallion, in to her army. We can only assume that they are at Canterlot, waiting for us."

Luna listened to the warriors preparing outside the command tent as she took in this information.

"That is a bit drastic, we must have her scared... That isn't good. She is going to fight tooth and hoof to protect the Solar Empire's last bastion of power. It may be the most heavily defended place in Equestria, but we will have them cornered, and cornered creatures are vicious. Captain, set up air patrols between us and Canterlot."

"Yes, Princess." He bowed and left the tent.

"Colonel Mustang."

"Princess?"

"Are your soldiers ready?"

"Just give the word."

"Good, Trixie?"

"The Gaians and Star Swirls are ready, Luna."

"Excellent. Speaking of the Gaians, where is she?"

"Gaia said she would be here as soon as possible, Princess."

Luna still wasn't sure what that pony was up to, but whether she came through or not didn't matter at this point.

"Okay, ready yourselves ponies! We march within the hour!"

Trixie and Mustang saluted and left the tent. Luna listened as they began shouting, ordering their soldiers for battle.

This was it. Their march to Canterlot would be impossible to miss and there was no doubt that Celestia was already preparing for them. Luna got a sinking feeling as she thought again about all of the ponies that were about to die. She couldn't help but feel like it was all her fault. Before her banishment she hadn't exactly been a popular princess, and nopony seemed to notice or even care about her until she had become Nightmare Moon and put Equestria in a state of eternal darkness. Then there were the memories... Yes, she had defeated Nightmare Moon and that mare of darkness no longer existed inside of her, but she still had her memories. She couldn't get that burning city out of her mind; the fire, the screams, the blood, the pain... and the joy. They weren't her memories and she knew it, but it was enough to put doubt and fear in to her mind.

'How can I expect to lead a country that I had once planned to destroy? How can I expect them to let me lead them?'

Luna sighed aloud.

'If my plan works, maybe I won't have to.'

Of the two, Luna considered herself the lesser evil and that was the only thing that kept her moving forward. If Celestia was allowed to rule this country, she would undoubtedly want more than just Equestria under her control and that would mean the destruction of any other country or kingdom that stood in her way. At least under Luna, Equestria would be at peace.

Luna walked to the back of the tent and used her magic to put on her breastplate. She sat back on her haunches and picked up her helmet off the rack and placed it over her head. Her armor was only slightly different than the others by way of the helmet. It didn't cover her entire head, leaving room for her mane and face to show through and apparently it had a defect. There was an odd bit poking in to the base of her right ear. She ignored it and looked at herself in the mirror hanging off of the tent's main support beam.

'The face of a killer, ready for battle.'

She may not like what she was about to do, but she knew she must leave her feelings behind her. Ponies were going to die, but she would not let it be because she had hesitated in battle.

She stepped outside the tent and walked toward the end of their makeshift base on the outskirts of Ponyville. Above her gryphons flew in formation patrolling the borders of the Lunar Army, ahead of her the last of the soldiers were falling in line. Waiting for her in front of her soldiers were Applejack, Pinky Pie, Rarity, Fluttershy and her commanders.

A golden set of armor had been crafted for the wielders of the elements. It was slightly more exposed than the Lunar Army's armor, but the Elements of Harmony that they wore around their necks gave them a much more powerful shield then that of the other ponies.

Luna looked at her generals. "Ten minutes."

Trixie, Mustang and the Captain walked off to their soldiers.

The sun had already risen, the dew was only beginning drying up and you could just start to hear the first morning birds chirping.

Luna looked at the four friends in front of her. They were ready to do their part, even Fluttershy, who Luna knew was about to die of fright, didn't show how scared she was.

"It's time girls. There may not be an opportunity for me to reach you later, do you remember what I told you? Do you remember what to do?"

"Yes, darling. We know."

"Are you ready?" Luna gave Fluttershy a worried look, "Fluttershy, are you going to be okay?"

Fluttershy opened her mouth to speak, but closed it quickly afterwords. She tried again, but settled for a nod instead.

"Thank you for what you're doing girls. I'm sorry that I must ask you to fight your friends."

"Oh don't worry, Princess! They're still our friends, they just need some help deciding who to fight with!"

"She's righ', Princess. We'll get 'em back!" There was determination in her voice and Luna knew exactly why.

"I'm confident that you will, Applejack."

Luna looked out over the wide open plains between them and Canterlot... A perfect killing field.

There was a sharp whistle from their left. Luna looked and saw Colonel Mustang waving a hoof. She nodded to him and he fired red sparks in to the sky from his horn.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

The cuts, bruises and burns along their bodies were small, but numerous. When Celestia had lost her temper over the fall of Ponyville, Twilight and Rainbow had been close enough to be on the receiving end of her wrath. Celestia had never done such a thing before, it wasn't like her and it all but destroyed any faith the pair had in their Princess, but now Rainbow Dash had a new reason not to abandon Celestia-

Fear.

The injuries they had were minor, but Celestia had lost all control of herself and they saw a glimpse of the power she held. The room they were in had been gutted by the flames and it was only Twillight's magic that had kept that whole side of the castle from burning down. They truly believed that she could destroy anything that stood in her way, whether it be the the two of them, Princess Luna, or the entire Lunar Republic.

Celestia offered no apologies, but instead sent them to the military barracks. Rainbow Dash had been put in charge of the Cloudsdillians and Twilight was put in charge of the experimental soldiers from the dungeons.

The two had been standing on the edge of the castle grounds, looking towards Ponyville. They could clearly see the horde of Lunatics gathering. As they watched, there was a small flash of red and three blasts on an old fashioned war-horn.

"Here they come Dash."

Rainbow Dash stood there, silently looking out over the plains, imagining every outcome of the battle ahead. She turned toward Twilight opening one of her recent wounds, causing blood to trickle out from behind her ear, down the side of her head and on to the element she wore around her neck.

"I can't kill my friends, Twilight."

"Then don't. Celestia never said we had to, if they are going to die, she can do it herself."

Rainbow gave her a disgusted look, "You still trust her don't you, Twilight?"

"I... I'm not as keen on her as I was, but... She is my Princess Rainbow."

Rainbow Dash snorted and looked back towards the Lunar Republic.

"Let's get started then."

Rainbow Dash took flight back towards the other pegasi, leaving Twilight more conflicted then ever. Her faith in Celestia was shattered, but she was doing her best to believe in her mentor, teacher and Princess.

"I guess it's time to rally our defenses." Twilight walked away from the advancing army.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

No more than twenty minutes had passed since their march began and they could already see the Solar Empire forming. The sight gave Luna cause to worry.

The enemy had massive amounts of troops, far more than they had. It appeared that Celestia had taken ponies from every city and town in Equestria, just like she had done in Cloudsdale. There was no way that so many ponies were willing to fight, she must have forced them somehow. Whether it was a draft or threats, Luna didn't know, but there were enough to make her nervous. They were about to fight nearly the entire population of Equestria.

"Princess? Are you okay?"

"Yes Fluttershy, there are just more than I expected."

Fluttershy went silent, clearly scared by this bit of news.

The plains were mostly flat, but had small hills.They were on their way to the top of a wide hill the top of which was looking over a large basin, with a hill of equal size directly across from them that was a half-mile away. Luna stopped her troops at the top of the hill, The Lunar Republic lined themselves next to Luna with the gryphons flying above, creating a wall of soldiers, ready to fight.

Across from her, Luna watched as a lone pony in golden Solar Empire armor crested the hill. He stopped and looked at her for a moment before turning around and waving a hoof at the ponies that were just out of sight. The Solar Empire soldiers lined themselves directly opposite of the Lunar Republic with their pegasi high above, ready to engage the gryphons.

Mustang and Trixie found Luna.

"Orders Princess?"

"When they make their move I want you and Major Hoofstrong to take your stallions in to the basin to meet them head on. Trixie, I want you to keep your ponies back as long as possible and fire at them from the top of the hill. I'm sure you've both noticed that there are more of them than we expected, so we need to rely on our technology to even the odds."

"Understood Princess!"

"I'll be sure take out as many as possible for Mustang and his stallions, Luna."

Luna nodded, "Let's do this."

The gryphon captain noticed that Luna was talking to the other commanders and had flown down in time to hear Luna say "Let's do this.".

He flew back up to his waiting gryphons.

"Alright, times up! Let's do this!" He let out an eagle-like screech and flew off towards the pegasi, followed by his gryphons!

Princess Luna looked up at the sound and watched her captain as he started the battle early. The din of battle cries from the Solar Empire caught her attention as she turned and watched them charge down the hill towards her. Luna's other commanders leapt in to action; Mustang led his soldiers down the hill to meet the Solar Empire screaming the whole way.

"FOR THE NEW LUNAR REPUBLIC!

"FOR EQUESTRIA!"

"FOR MUFFINS!"

"FOR INF- INFENIT-... FOR MORE MUFFINS!"

Trixie lined up her soldiers behind them to fire upon the enemy.

The gryphons' head start took the air battle to the Empire's half of the field and the Solar Empire's head start, took the ground fight to the Republic's half.

The flyers had already started fighting and with their powered armor, the gryphons had the upper hand. The ground forces were closing in, but before they had even met each other, Trixie gave the order to open fire. Tens of thousands of blaster bolts filled the air as they mowed down the front lines of the Solar Empire. The weapons were not lethal, but in the numbers that they were being fired, it didn't matter. Ponies dropped to the ground unconscious or injured by the hundreds in the first volley alone! Mustang's stallions had closed enough distance to force Trixie's soldiers to aim at toward the back of the Solar Empire's formation, until the Empire and Republic were too mixed up to be able to make safe shots.

"Trixie! In to the battle!" Luna turned to the wielders of the elements, "Follow me girls!"

Luna led the four friends down the hill where they merged with Trixie's soldiers as they charged down the hill on their way to reinforce the ponies fighting in hoof-to-hoof combat below. Above them, the gryphons still had the upper hand, but Luna could still see the occasional ally fall from the sky. She could only imagine what happened to them after they fell behind enemy lines.

Luna led the girls straight through the heart of the battle, most of the ponies were too busy fighting to try and stop her. Luna was confident that they were going to win this battle. It had only started and already the enemy casualties far outnumber the allied ones. At this rate, she would be in Canterlot by-

The sun reflected off of something on the hill.

Twilight Sparkle was running toward the battle followed by what Luna could only describe as monsters. These poor ponies had clearly been the result of medical experiments. Most of their body had metal plating over it, not like the armor the regular soldiers wore, but this metal was a part of their body. Chunks of flesh had been removed and replaced with mechanical prosthetics. Entire limbs had been replaced, sometimes parts of their head and face and everypony had at least one metal tube running down the length of their body. They were monsters of brass, gears and copper tubing made all the more intimidating by the steam shooting out of valves on their bodies.

As they charged down the hill, Twilight's eyes glowed white and blasted away at least ten Lunar soldiers who flew through the air and disintegrated when they hit the ground. A whirring and clanking noise came from the metal ponies. It grew louder and faster until, out of the tubes along their sides, shot chunks of metal flying at incredible speeds! It shattered the shields of the NLR in very few hits and tore holes straight through body armor! Dozens of soldiers died in the next few moments as the metal ponies cut a swath of destruction through their ranks.

The prosthetics had clearly increased every single one of their physical attributes, the 'superponies' bucked around Luna's soldiers like they were rag dolls, in fact the only ponies that was able to stand up to them were Major Hoofstrong and Colonel Mustang. The Major was stuck caught in a stalemate with one of these metal beasts. He had managed to bend the tube along it's side, so it could no longer shoot at anypony, but other than that, the superpony only had dents in him. Colonel Mustang was having better luck, he had heated the metal of the ponies so much, that it cooked them from the inside out.

The battle in the sky wasn't going any better. The gryphons quickly lost their advantage when a rainbow pony joined the fight. Her speed was too much to keep up with and the gryphons could do little about it. Looking at the sky, you could see a rainbow streak bouncing around from gryphon to gryphon, at each point where it changed direction, an ally fell from the sky.

One of the gryphons landed on top of one of the metal ponies, but the pony didn't flinch. Instead the impact only broke the back of the gryphon after his fragile bones lost the fight with the hard metal shell of the pony. The pony turned towards Luna's group. She heard the sound of his gun speeding up, but she didn't get the forcefield up in time.

"Look out!"

The ponies did their best to get out of the way, but the metal grazed Rarity's flank, making her collapse. The wound wasn't deep, but it was definitely enough to slow her down.

Luna's eyes glowed white as she watched another one of the metal beasts stomp on the legs of an injured Lunar soldier, shattering both back legs. It was unnecessary. That pony was already out of the fight, crushing his legs was just for this monsters sick pleasure. Luna lifted the pony with her magic and tossed him as far as she could in the direction of Canterlot, surely that would be enough to kill him. The enemy had noticed how easily she got rid of him and ten more of the ponies turned their attention to Luna.

"Princess, watch out!" Mustang made a sweeping motion with his horn and threw so much fire on to the closest two ponies, that their flesh burned away and their prosthetics melted.

Luna saw one aim at Mustang, but could only manage to throw up a weak shield before the metal hit him. The shield has slowed it enough to reduce the damage, but the metal still penetrated his chest. He fell to his front knees as blood dripped from his wound and pooled in front of him, his breathing becoming strained and ragged.

Fluttershy ran over to Mustang to try and help him, "M-Medic! We need a MEDIC!" She looked around frantically for one of the Gaian healers.

There was nothing Luna could do for him, but take revenge on the pony who did it. There were too many of these things to fight off, but Luna was going to make these eight pay for what they did to the colonel. Luna had noticed that steam was constantly pouring out of these things, so it was easy to assume they must be steam powered. Luna knew a thing or two about steam and decided on a satisfying way to eliminate them.

She threw up a forcefield to protect herself, Mustang and the other four. She lifted the eight steam driven ponies, and used her magic to seal the vents that released the steam. She could tell that they knew what she was planning. She used her magic to heat the water inside them, it didn't take long for their metal fittings to begin to bulge and groan under the strain of holding back the pressure. It took no more then ten seconds, but almost in sync, the ponies exploded, launching shrapnel in all directions, none of which was able to penetrate the NLR shields, but did manage to injure a few of the regular Solar Empire soldiers.

Luna lowered the shield to let in a one of the Gaian healers. He worked quickly and was able to remove the metal and stop the bleeding, but Mustang still did not look well and they were not in a safe place. Almost in the center of the battle, they were more or less surrounded by these steamponies who were slaughtering NLR troops all around them. Rarity and Mustang were injured, Mustang would have to be carried out of battle, while Rarity would definitely slow them down, on top of that, Rainbow Dash was still knocking gryphons out of the sky left and right and Twilight was doing her fair share of damage to Luna's allies.

'There is no other choice.'

Luna looked to the sky and used her magic to fire midnight blue sparks in to the sky, she emphasized them by making them explode loudly at two hundred hooves. As the NLR saw the sparks, they began to disengage and retreat, it was slow but effective, the Solar Empire that was losing only a short time ago, now wouldn't let them leave so easily. Luna lifted the Colonel with her magic and began to follow her soldiers out of the battle. Fluttershy helped Rarity and the Gaian stayed with them to make sure the injured made it back.

Rainbow Dash was still fighting the gryphons on the opposite end of the battlefield. The captain was a stubborn one and would not leave until all of his gryphons had evacuated. He was actually holding his own against Rainbow Dash, buying time for his soldiers to flee.

The thundering of the steamponies hooves was coming from behind them, without looking back Luna picked up her pace.

"Princess, they're gainin' on us!"

They could hear the steamponies firing on them, the metal chunks flew past, far too close for comfort. Suddenly, the Gaian stopped and turned to face them.

Luna came to a stop, "What in Equestria are you doing?!"

"Saving you, Princess!"

The Gaian touched his horn to the ground. Green magic snaked from him and highlighted patches of earth in front of the steamponies. The ground heaved itself and created barriers directly in the path of the steamponies. Their head on crash wasn't enough to seriously hurt any of them, but it definitely bought some time. He used his magic again to open a hole in the ground that all but two of the steamponies fell in to, but the two that made it shot him at least four times. He collapsed to the ground, dead, blood oozing from his wounds.

Luna hadn't looked back to see whether or not he was successful, she didn't want to waste the time he had bought them by looking back, she just kept running. It didn't matter anyway. More of the steamponies were in front of them, waiting. There were only two, but Luna couldn't focus enough to carry Colonel Mustang and kill the ponies in front of her.

"I got it, Princess!" Applejack sped up to distract the steampony so the others could get past.

"Me too! Grrrrr!" Pinkie Pie's mane was flat and her whole body twitched in an insane way. She picked up her pace by bouncing faster.

Suddenly a blast of purple magic flew past Luna, close enough to singe her mane. Luna's first thought was that she was an incredibly lucky pony, but the magic hit one of the steamponies, blasting a hole straight through his chest. He bled only oil as he lay on the ground, dead.

There was a flash of white light as Twilight materialized between them. Being alive for so many years and a Princess of thousands of ponies gave Luna the insight to know why Twilight was here. She didn't question it and acted as if nothing had happened.

Twilight stopped suddenly as more bullets from the steamponies following them sped by. Her eyes began to glow and she enveloped the two steamponies in to a shield and compressed it so quickly that the two were crushed to death almost instantaneously.

Applejack and Pinkie Pie were fighting the steampony ahead, but as Luna passed, it landed a powerful blow to to the side of Applejack's head. She could have sworn she heard a crack as the iron hoof made contact, the pain must have been excruciating.

Applejack let out a blood-curdling scream.

Her vision blurring, she looked to the sky for the first time as she fell to the ground and saw the rainbow streak fighting the Captain.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Rainbow Dash stopped when she heard Applejack's scream. Dash knew she was here, but it was easy to push the thought to the back of her head as she fought the gryphons. After that shriek of pain, she couldn't ignore the fact that AJ was here any longer. She found her easily. One of Celestia's experiments was on his hind legs, about to stomp on her head!

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

"AAAAAYY-JAAAAAYY!"

*CRACK*

The sky exploded in a rainbow shockwave, knocking everything out of the sky! Rainbow Dash streaked in out of nowhere and hit the steampony so hard that she broke the welds on most of his body and sent him flying across the field and out of sight. Rainbow Dash landed next to Applejack and began trying to wake her.

"AJ! AJ, wake up! I'm here, AJ, wake up, you've got to wake up. You can't be. Applejack... Please."