To The Last Breath

by Thunderbird Resurrection

Rating: teen
Tags: Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Other, Romance, Original Character, Spike, Tragedy, Queen Chrysalis
Length: 6560

An alternate version to Canterlot Wedding part 2

After losing Canterlot to the Changlings, the mane 6,Spike, and a few others had no choice but to abandon Equestria and jump borders into the Badland's (where the dragons live.) There they create refugee camps, and in these refugee camps each holder of the elements of harmony guard a specific part to the camps....Five years later the group befriends the dragons and they agree to aid there strategy to take back Equestria. With the aid of an Alicorn, A army of dragons, with the leadership of Spike, and the advantage the ponies could finally go home, they could finally go back to Equestria.

All thanks for the drawing go to AssasinMonkey.

older Spike X Rarity shipping with in it with a shipping between my OC, and Fluttershy later on in the fiction.
Rated T for mild violence, Language, and Alcohol use
Taking place in A alternate time line, of the season 2 finale...

Published 2012-11-09 03:50:01 UTC
Last updated 2012-12-06 19:38:46 UTC

Prologue: Abandoning hope

Prologue: Abandoning hope

It started, as an easy to win fight. But the battle has drove most of the guards and ponies to there doom. The lost have suffered, and the strong have been driven to forever damnation, upon the star's. So no war can be won, without the proper sacrifices.

                                              ~CommanderRezurection.

A large group of about one hundred ponies were trotting a few hundred miles away from Canterlot. One pony, a purple lavender one stopped and looked back at the once beautiful city of Canterlot. What she saw wasn't Canterlot, but a hive. A tear formed in her eye as she looked at her homeland. One by one cities, and towns were being invaded by Changeling armies by the thousands. One by one each town was mutilated as tall buildings fell and the screams echoed.

"Twilight?" The purple unicorn looked down and saw A young purple dragon. "When can we go home?" He asked in a scared tone.

"I..." She stopped, and tried her best not to sob. "I don't know, Spike. We lost our home, It belongs to them now." It wasn't long but when Twilight was at the castle trying to stop the Changeling queen, they were captured and taken back to the top of the castle. Cadence tried to snap Shinning Armour out of his trance but it failed. If it wasn't for that trap door, they would of suffered the same pain Celestia did.

Behind Twilight there was the other five ponies Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Rarity. There were also Cadence, Luna, The Cutie Mark Crusader's, and Big Mac. Seeing the three fillies brought tears. nopony should go through the pain, even one's as young as the three foals that were worried about other family members

I don't know how long this will last, until we know we could fight them we probably have to survive on what we got. Twilight thought to herself. "Okay listen everypony!" She vocalized, in her surprise it got everyponies attention. She cleared her throat. "I know, we lost Canterlot, I know we lost family. But they would want us to continue living right?" The group nodded still a bit depressed. "Our families wanted us to go on and keep living, well hay, we're going to go on and keep living. If we can make it to the Badlands we may have chance." Twilight stopped and glared at the ponies, they nodded and continued trotting forward. Twilight always sucked at speeches, but at least it gave the group a little more pride to keep moving.

Spike looked up at Twilight and spoke up. "i hope you know what your doing Twi, the Badlands are dragon territory and they are pretty territorial."

"We just need to be on there good side." Said Twilight. She looked around getting a glance at every one of her friends,They all looked different. Pinkies traditional puffy hair was down but to keep it out of her eye's she tied it into a ponytail. Rainbow Dash cut her mane, it's a Mohawk now. Rarity really didn't change but her lady like composite has vanished. Fluttershy is  wearing a bandana and has lost all feeling for the world. and finally Applejack has her cousins old black sheriff hat. "What happened to us?" She asked herself.

"I hope things go back to the way they were, soon." Spike replied, and looked up at Twilight.

While trotting they hear screeches coming from behind, the ponies looked behind them to see that a large explosion erupted in one of the towns. Fire was spreading everywhere, but there wasn't anything they could to. "Miss, Twilight." Twilight looked down and looked to find Applebloom staring at her with those big puppy dog eye's. "Where are we going?" She asked, she misses the farm, she misses Crusading with her friends, and she defiantly missed everypony else.

"We're heading to the badlands. It should be over these small hills." Her answer made the little pony weep. "What's wrong?"

"Why are the Changeling's doing this?" Tears formed in her eye's.

"I, honestly don't know. They think different then us." Twilight tried to reassure the small filly, it seemed to work for now. She nodded and ran to join her friends and other children. Twilight looked toward the sky, it was already night time and she hadn't even noticed. He looked back and seen that Luna was next to her. "I may need your help in convincing the dragon's to let us stay with them." She asked the night princess.

She looked at the lavender unicorn and gave a smile. "Tis, a good idea Twilight Sparkle." She said her voice cracked up.

Twilight seen this and spoke up. "I'm sorry about your sister."

"It's not thine fault; we were overpowered," Luna replied, "I just have to move on. Plus, without her, my magic has gotten a little weaker. I was lucky enough to raise the moon." A single tear came down her eye as she spoke. "I'm sorry about your brother, Twilight Sparkle. I know Cadence tried her best."

"I know she did. I guess where ever we end up will be called home for us." Twilight responded. It has been over thirteen hours since the attack on Canterlot, the group has been walking for some time now, they had to stop.  The group put up there tents and made a campfire with the surrounding tree's and rocks.

Fluttershy and Pinkie were chatting. Applejack and Rainbow Dash were having an arm wrestling contest, and Rarity was talking with Spike. Twilight looked around and was glad the will to be friends haven't broke completely off. She smiled and laid back on the log behind her. "At least we're all getting along, like the good old day's." Twilight sighed. "Let's just hope these dragon's from the Badlands aren't as bad as we make them out to be." With that she drifts off to sleep.

During the night Applejack and Rainbow Dash were keeping watch. "Ah don't see nothing, how about you RD?" Applejack asked the rainbow colored mare.

"Nope, the whole line between Equestria and the Badlands are barren. Well almost completely Barren." Rainbow Dash looked at her cow girl friend. They both were distracted by a noise off in the dark. "Keep guard, if this is a changeling ambush we have to act fast." She whispered. Rainbow Dash got into fighting position. "Applejack, if they come at us." Rainbow Dash breathed heavily before looking back at her friend. "Run get everypony out of here and just run."

Applejack nodded, unsure of leaving her friend to die. A few seconds passed and the noise grew louder. Rainbow Dash was about to attack when a figure started to move close. It was meters away and then the shadowy figure stepped out to reveal that it wasn't a changeling, but a dog a puppy. "What in ta' hay is this dog doing here?" Applejack said to Rainbow Dash.

"She probably abandoned the town she was in." Rainbow dash whistled and it got the attention of the dog as it ran up to her. "Poor girl." Rainbow Dash cooed softly as she patted the dog on the forehead and muzzle. "Spike would probably love her, so will every other kid here." She chuckled a bit. Her chuckle was caught off sort as the dog began to bark at the darkness. "What's wrong girl?" Said the worried Rainbow Dash. The dog whimpered, before she could say anything wings from the distance were heard and Rainbow Dash's eye's widened. "Applejack, get everypony up we have to leave." She looked at Applejack with a serious facial expression. "Now!"

Applejack nodded and rushed with the puppy following her to the tents and woke up everypony. Rainbow Dash took her stand. She can see those, creatures. They came out of the darkness and revealed themselves to be Changelings. There was silence for a minute before Rainbow Dash spoke up. "You want a pony? Come and get me." She quietly said. A changeling rushed at her but punched it in the muzzle. a couple more came straight at her but failed at it equally.

"Applejack what's going on where's Rainbow Dash?" Twilight said worried about her friend.

"She's fighting off ta' Changelings." Replied the cowpony.

"By, herself." Fluttershy cooed softly.

"We have to help her." Rarity spoke up.

"I agree." Pinkie said.

"Ah don't know what's going on but by ta' looks of things over there, she's winning." Applejack said looking back at Rainbow Dash who seemed to be holding them back.

Rainbow Dash bucked one Changeling in the muzzle with her back legs, and stomped on the stomach of another one on the ground with her front legs. "Damn, there is too many." She looked around finding herself surrounded. She looked above the crowd to see her friends and the other ponies making it out. Her focus shattered as a Changeling bucked his legs into the back of Rainbow Dash's head, knocking her to the ground.

A few other Changelings pinned her down and held her up. The group of Changelings cheered as a bigger and taller Changeling warrior accompanied by a smaller Changeling came up and stared at Rainbow Dash in the face. "Rec tok marku taka." Said the Changeling.

The small Changeling then spoke. "He said, you death will be fast, any final words?"

Rainbow Dash looked up. "Yea, you can go to~" She was cut off as the jagged arm of the Changeling plunged deep within Rainbow Dash's rib cage piercing her heart. Rainbow Dash was in allot of pain, and was coughing blood.

The others looked back and seen the whole thing, some cried softly, and the other ponies just looked down. "Goodbye Rainbow Dash." Twilight said, tears formed in her eye's as the other ponies turned and trotted away.

The Changeling pulled the jagged and sharp arm out of the rainbow maned Pegasus and as her lifeless body fell, Rainbow was no more. The Changeling's took the body and dragged it into the darkness.

Continues from Chapter 1...

Chapter 2:.....Five Year's Later....

The throne room of Canterlot was in ruin's, there standing next to the vault where the element's were stood the queen and her Changelings. "What are you waiting for! Open it!" She barked the order, making the Changeling's work harder.

"Queen, we have somepony here that could, aid us." Another Changeling said, throwing A badly injured soldier on the ground.

"Well now, what A wonderful present." Chrysalis said coldly. She made the guard look up with her hoof. "Now, open it."

"You, idiot." The guard began to laugh. "Only the princess could open it! If your not royal blood, don't even bother."

"Oh, really." The queen said, making the guard gulp. The queen turned into Celestia and placed the horn into the socket. In no time a powerful surge of electricity passed through her body. She let out a high pitch yelp before falling to the ground.

"Told ya, Queenie." The guard laughed some more. The queen had has enough of the guard, she give's the signal. With no hesitation the large Changeling steps on the guards back and rams the jagged arm into the guards throat before retracting it. The guard died there.

"Give me, Celestia's horn." She turns to the many Changelings. "Now." She said flatly. The others didn't need to be told twice they flew to where Celestia's body was. The queen looked at the door and smirked. "Nothing is going to stop me from ruling this kingdom with an iron hoof." With that, she laughed evily.

Five Years Later...

Dear journel,

I have no idea how it became five year's that quickly, but we are under the leadership of Luna. Further more, Spike's growth spirt happened right on que, like the dragon said. Three years ago he grew as tall as Princess Luna. It was amazing. The dragons helped us build the huts and homes that we live in now.

I just hope we all make it through this. We lost allot, I still can't stop thinking about that surge that happened the day after the dragons took us in. Look at me I'm starting to go crazy, nothing happened, it was nothing. Well I better see how the others are doing, till next time I write in the booklet.

                                                                      ~Twilight Sparkle, assisstant of Luna

Twilight placed the small book under her pillow, she had made it with scrap. Twilight was older, her coat changed from lavender to a lighter purpler. She sighed and trotted out of the hut. "Morning AJ, how are you?" She asked her friend who was leaning on a wood pillar. There was a sign on it that said 'Welcome to New Ponyville'.

"Nothing much, you?" Said the cowmare.

"You know same stuff every day." She closed her eye's and looked at the small camp. "Can't believe its been five years."

"Ah' know, it feels like such A short while." Applejack stopped leaning against the pillar and said. "Well, ah' gotta get me some of that grub they brought in." AJ said licking her lips.

"Hold one, have you seen Spike?" Twilight asked.

"Ya mean, the magic finger's? Ya' he's up there with Prometheus." She said pointing at the hill.

"Thank you." Said Twilight as she continued up the hill.

Up the hill Prometheus was teaching Spike how to use his powers. "Okay, concentrate on the boulder." She said, Spike looked different. His scales gotten darker and were now completely black, his spines were red, his eyes took the form of an adult dragon, and he had white spots on the tip of his fingers, also to top it off he lost the baby fat and was packing muscle's that will make even Big Mac jealous.

Spike took a deep breath and held his hand out in front of the boulder. He positioned his hand as if he were grabbing something and with one quick collide with his fingers the boulder started to crush. He closed his fingers with hase and the boulder blew up into chuncks. "Is that better?" He asked, his voice was deeper now.

"Yes allot." Prometheus said with A smile. "You'd make a great leader someday."

"Thanks, I don't leave my dragon brothers hanging." He chuckled, he was still the old Spike, but only allot bigger.

"Spike!" Twilight called out. Spike turned and seen his friend.

"Hey Twilight!" The purple unicorn rushed up. Spike picked her up and gave her A hug. "I'm happy you made it."

"I think we are done for today, go hang out with your friends Spike." The big dragon said chuckling, before he took off for the Spire.

"Well it's great to see you like to visit." Spike said with a sigh. "Where's Rarity?"

"Inside her hut, you want to meet her?"

"Sure, I could use a break." Spike concetrated and not long after, two long dragon wings appeared on his back. "Need a ride?"

"I don't think so... WOAH!" She screamed as Spike picked her up and started to fly. "That was A cheap move!" She shouted while the dragon landed down. He let go of her, Twilight turned and smacked the dragon. "Don't you ever do that to me Spike!"

"Jeez, sorry Twilight." Spike said with a smirk. His two wings retracted back into him as he yawned.  She looked at the tent that Rarity was in, then smiled.

Rarity was inside taling with her sister Sweetie Belle. "Now listen Sweetie, I taught you all you need to know abou magic, now practice on some of the boulders outside the camp." Sweetie Belle nodded and trotted out.

"Hey." Spike said who was leaning against the wood pillar holding the tent in place.

"Hello, darling." Rarity replied.

"How's it been?" Spike asked. He walked up to Rarity and gave her A hug, she broke the hug and pecked him on the lips. Spike couldn't help but hold back A smile. "I missed you." Spike cooed.

"I'm doing fine, I missed you to." She said going in for another kiss. They broke the kiss and Spike looked back outside.

"Have you told her yet?" Spike said.

"Who, Sweetie Bell? No I havn't talked to her yet." Rarity replied. "You think she's ready to know about us? We have been together for three years now."

"You can tell her, when your ready." Spike looked at Rarity with a smile and hugged her. They were cut sort by somepony saying 'Someponies coming this way!' Spike looked outside. "I have to go, honey. Be back soon." With that he flew out and onto the hill.

Spike looked out and seen A Pegasus coming this way. It was wearing full golden Lunar army armor and he looked badly injured. He had cut slashes across his armor, and blood was dripping out of it. The Pegasus collapsed. "Shit." He muttered to himself as he flew at the pony. He picked it up and looked at it. He started to walk back. "Lay down your arms! He isn't a Changeling!" Shouted the dragon.

The ponies allowed the dragon and the injured ony to pass through, Fluttershy opened up her medical station and allowed them to pass as well. He placed the pony on a bed and heard him breath slightly. The dragon took off the helmet hiding his face and revealed the pony to have a light grey coat, with A blue and red mane.

"Fluttershy! Try to tend to his wounds! Somepony get Twilight in here with the healing herbs! We need to work fast now!" The dragon shouted orders. Everypony nodded and went off to do these tasks.

No time later, Twilight comes in and see's the pony. "Oh my." She said quickly, she rushes up with the herbs. "How long has he been out?"

" A couple minute's, why?" Asked Spike.

"We can still save him, he isn't gone just yet." Fluttershy helped by putting alcahol on the cuts on the Pegasus, Twilight places bandages on the wings where most of the damage took place.

"Is, he going to be alright?" Fluttershy asked looking at the Pegasus.

"He'll be alright, Spike you saved his life." Twilight smiled at the dragon.

"How?" Asked Spike.

"If you didn't acted fast, he probably wouldn't had made it." Twilight hugged Spike. "I'm still mad at you for earlier." Twilight whispered breaking the hug.

Spike smirked and replied. "Stop being serious for once Twi." With that he gave a friendly punch to her shoulder.

Before he said anything else the ponies eye's slowly opened. "What's going on?" He said weakly. He gave everypony A glare before continueing. "Where are my men?"

"This Pegasus must be from fort Alicorn, it's not to far from here." Spike chipped in.

"No, I'm from the frozen north. I took A underground tunnel to the fort. We lost communication's with them over four months ago." The Pegasus said through pained gasps.

"What brance are you?" Twilight asked.

"Commander, I am part of the Lunar Army." The Pegasus said. "My name is Rezurection by the way, and thanks for treating me. Can't tell you what kind of snobs I had to deal with in my guard years." He got up, he let out A grunt.

"You should rest." Fluttershy said to Rez. The Pegasus looked at her hoof and looked back at the pink maned Pegasus.

"What's your name?" He said.

"Fluttershy." She replied.

"Well, thank you for your help Fluttershy." Fluttershy smiled and nodded. "I don't think I'm in no shape to fight. Those bastards did a number on me." He said to everypony else.

"You asked 'bout yer' men, what do ya mean by that?" Applejack spoke up.

"I.." Rez tried to hold back tears. "I managed to go there, with ten other soldiers. We needed to get something from the fort. An artifact that we stole from the Changelings, five years ago. A soldier of ours, Iron Will, managed to throw it out the window of the castle before the Changelings finished him off. We waited for the rest of those day's, we placed it somewhere that we thought the Changelings would never look, inside the bubble. The fort was the first choice, and best. Nopony has ever been there, because it is A screaming death trap."

"Then, why put it there?" Applejack said.

"You think any sane pony or Changeling would ever go there?" He glared at Twilight. "I know you, your one of the Elements." The purple unicorn nodded. "That's good! In legend the only one that could use the artifact against evil is an Element of Harmony."

"So what are you saying?" Asked Spike.

"As long as your alive we can get the artifact and use it against the Changelings!" Shouted Rez, he sighed in relief.

"What artifact is it?" Said A confused Spike.

"I probably may know." The others turned and seen A light pink alicron.

"Cadance?" Said Twilight.

"I know what you may be talking about." She continued. "The artifact that you described, is the heart of forever love. It gives the Changelings an unlimited supply of there food. That's why they killed your friend Twilight. They don't need it if what they seek is in the door where the elements are stored. But they can't just activate it, they had to sacrifice allot of ponies to power it. Which they did when they ramsacked the other towns."

"So if they have something that powerful then that means.."

"Armeggedon will rise up. They will be unstoppible." The Pegasus said cutting the lavender pony off.

"We're doomed." Twilight muttered.

"Not at all, havn't ye forggoten." The ponies in the room looked back and seen Princess Luna. " You have Alicorns, and A whole dragon army by our side." Luna said looking at Rez. "Ah! Commander Rez. It is so great to see you again. My son."

"Wait! Son!?" The ponies in the room gasped.

Five years ago

"Celestia's horn, your highness." The Changeling bowed giving Celestias horn to the queen.

"Excellent!" She said smiling. She turned and stuck the horn in the socket. Colors of all kinds formed as the door opened and revealed the inside of the chamber. There were two boxes, one A small one, and the other A big one. She levitated it and opened it. The box opened and revealed an artifact, it was brightly colored and was flat. On it displayed two ponies Mare and Stallion. It had some old scripture on it, revealing it to be more then A century ago.

She grabbed it and licked her lips with A sadistic smile creeping on her face. "Finally, the heart is mine!" The Changelings bowed. The Changeling queen flew out of the castle with it and seen the cowering ponies, she shot glances at each one. "I don't need these fools anymore, kill them." The Changelins started to sink there bladed arms into the backs of the ponies, one by one were executed. She chuckled abit enjoying thier pain.

"What now, your highness?" Said one Changeling.

"Despose of the bodies, I don't want them to make the place smell. And don't get blood everywhere." With that command the Changelings saluted and were off. She looked at the artifact and smiled. She went to the top of the castle and took out a staff. Placeing the artifact on it A strong surge of energy flowed through the staff and the Changeling queen. Whe the surge stopped, the artifact was glowing on top. "Yes, phase two of my plan is complete. Nothing can stop me now." With that she laughed.

Continues from Chapter 3....

Author's note

Authors note: Chapter 3 will be coming soon I just have to take care of some things in the previous chapters. Also on a Lighter note, the cover art for to the last breath I was hopeing to be only temporary. If anypony could make A cover art for the fic, I would apreciate that, you will be givin full credit on the cover art, thank you and have A nice day. Chapter 3:The Long Road Home, coming soon.

Chapter 1: Road To Badland's

"Alright men we have been training long and hard! When the unicorns create the barriar, deviding both Equestria and the frozen north. Make sure nothing come's close to it." A buff Pegasus shouted the order out. The Pegasus had all golden armor with blackened streaks and on his shoulder pad had the New Lunar Republic royal guard symbol on it, letting ponies know that he is part of the Lunar army. "We can not allow these vermin to take our land Slaughter our children and turn us into there food source." He gave the nods to all the unicorn's soldier's as they charged there horn's up and created a wall around Equestria.

The wall reached eighty eight feet high, and streached all around the land of Equestria. Only non Changeling's could pass through it, it's power was also unlimited and it was made to hold back dark magic. The buff Pegasus smiled. "Good, now then." He said taking his helmet off, revealing his blue and red mane that was cut short and combed on top but went all the way down to his back. "All we have to do is wait for there food supply to run out and then we have these bug bastard's in our hooves." With that he smirked.

"Commander Rezurection, sir!" One soldier went up to him. " Sorry to intrude on your duties sir, but one of our squads just finished reporting in from Canterlot. Three out of fifty made it out,they found out more about the invasion. The Changeling's are after something, it is in the castle of Canterlot. I'm not sure what it is just yet, but by the looks of it..." He paused for a second before continueing. "It's the relic, there is no other explaination to  what they want." The commander's eye's widened.

"You mean." The soldier only nodded, he now knew why there attacking mostly Canterlot. "We have to stop them now, send as many men as we need to stop them, if they get there hooves on it they will be unstoppable!" He shouted, the soldier saluted him and ran to the base of operation's. The commander threw his helmet on the ground and now was hyperventelating. "Luna save us all." He muttered as he stared at the wall the unicorn created.

The ponies left the catastrophe that occurred behind them, they stopped and looked back as a wall was formed around them and Equestria. "There sealing us in." Twilight said softly. "Doesn't look like it was mean't for us tho, I recognized this sort of magic." Twilight took the map out and was now observing the map to Badland's, she took it away from her eye's and sighed. "We have to be close by now." She stated, Twilight 'or any other pony for that matter' has never even seen the Badland's in person, to her it may as well be a crater in the dirt.

They reached a tall mountain that had a planet side view of Equestria. Luna flew up to the sky and concentrated on bringing the sun up. With allot of tention and pain surging through her horn she lifted the sun up. Her then started having trouble coming down, she land on her hooves and collapsed. A crack was heard, her horn was breaking. "I do not know how long I can keep this up Twilight Sparkle." Luna grunted. "I have never raised both the moon and sun." She gained her balance and stood up.

Twilight stared at the moon god. "Don't worry about it right now, you don't have to stress yourself out." Twilight replied, before continuing. "Celestia told me you would be the queen of Equestria someday, she told me that her first time she raised the sun and moon while you were gone, it was a difficult task."

"But how did she pull it off?" Asked Luna.

"Easy..." Twilight looked at princess Luna. "She had faith, that she was able to." Twilight looked out at the vally, even during the horrid time, she still found beauty in the land of Equestria. "A once great and powerful wizard said, you have o know the magic to do so is in you, before your power's bloom eternal."

"Was that certain pony Starswirl The Bearded?" Luna said with a smug look.

Twilight giggled. "Hey I find his teaching's to be fantastic." Smirked the lavender unicorn. She looked out into the land of Equestria, her smile vanishing. "We could of saved her." Twilight said softly.

"We couldn't have done nothing to save Rainbow Dash,  Twilight Sparkle." Luna replied with a sad look.

"I can't believe we just let her die like that!" Twilight screamed as loud as she could. "I know she was the element of loyalty but, why did that idiot had to do it." Twilight started to sob before using her magic to wipe the tear's away. She looked up to Luna with sorrow in her eye's.

"I wish we could have Twilight Sparkle, we all wish we could of saved our loved one's from those abominations." Luna turned and trotted away. "I'll keep in mind at what you just told me,." She left, leaving Twilight to sulk in her sorrow.

Back with the group Spike was helping Rarity with the plan's on how the camp in the Badland's should play out. " Alright Spike we should make two watch point's in these location's" Rarity pointed out on the sketch of the pony camp. Rarity continued. "Applejack will take this point, and the other will go to Twilight."

Spike sighed. "We should work on getting the dragon's trust first before we start planning for a camp."

Rarity nodded. "Well what do you think of it Spikey Wikey?" She asked.

"Out of all of it, I have to say it is well thought out." Explained the baby dragon, making the unicorn blush slightly.

"Um...Why thank you dear." She said quickly snapping back to reality.

Applejack and Fluttershy were looking at the hill where princess Luna and Twilight were. "Ah wonder what they were talking about?" Applejack spoke up.

"I don't know." Fluttershy said quietly, as Luna trotted by them giving each a glare. "Must be about Rainbow Dash. "

"I think so." Applejack looked up at the hill and sighed I hope we make it to this here Badland's quick." Before they could continue they heard A sound, as if two wing's were flapping in the air. The group looked up and seen a red dragon swoop down before jerking up and taking flight in the sky again.

Twilight rushed down and looked up. "Is that?" She started to speak but was cut short when another group of dragons followed the red dragon. "Follow those dragon's everypony!" She shouted getting everyponies attention.

The group ran after the dragon's hoping they would be led to the Badland's, and it did. The mountain they climbed was huge but over the hill, there it was. There were the Badland's. Twilight looked at it and seen all the dragon's nesting on hill top's taking flight and soaring through the air, or putting gem's in the middle in front of a giant  stone dragon.

"So, this is the Badland's?" Spike asked Rarity.

"I think so." Rarity looked at Spike. "Well, let's trot on in."

Before she could Spike placed his arm in the way. "No, we wait for Twilight, then we start to move in." Rarity nodded and looked at the dragon's.

Twilight arived sortly after and looked upon the group of dragon's. "Wow, there is allot of dragon's here. Fluttershy come up here."

usually Fluttershy would say no but she nodded knowing she haden't got the choice to say no. "Yes Twilight?" She asked quiently.

"Since your good with animal's I thought you may be able to talk to them, ya know so they don't eat us." Twilight looked at her friend as she gulped.

"O-Okay. I'll do it, just let me see an angle I can talk to one from." She looked around giving each place a glanch then she found the perfect place to talk to one, A hill that was high enough to grab one of the dragon's attention. She flew up and took her stand there, in front of her was a red dragon, she tried to get it to look at her. "Excuse me, mister dragon."

The dragon looked around and stared at Fluttershy who proceeded to back up. "What do you want, pony?" The dragon said roughly.

"I-I'm sorry to bother you good sir but-but..." Fluttershy blinked and tried to get her last few words out. "My friend's and I were forced out of our land, we would like it if we could stay here?" She closed her eye's and waited for a response, what awaited shocked her and even the dragon.

"You need to speak with our leader, Prometheus. He is on top of that huge Spire." The dragon said pointing to a large structure, on top was one single opening. "Good, luck. Oh before I forget, welcome to Badland's, the place where hellfire's burn." The dragon flew off and left Fluttershy who began to have a sigh of relief.

"So? What did you speak to him about?" Twilight asked as Fluttershy came down.

"We need to speak with a dragon known as Prometheus." Fluttershy replied to the lavender unicorn. "He is up there." Fluttershy pointed to the large structure known as the Spire.

"Well we should move out then." With that the group made there way to the Spire in the middle. The dragon's looked at the group as they made there way to the tower.

On there way there they heard them whisper to each other. "Ponies? What in tartarus are they doing here?" Said one dragon.

"I don't know, they look to be having a dragon hatchling with them." The other replied.

The group reached the tower and in no time a big dragon came out of the cave from up top and landed in front of the group. His scales were white and his spine's were black. "What may I help you with? Ponies..." He said roughly.

"Are you Prometheus?" Fluttershy asked, the only response was a nod. "We were wondering if we could, um stay-"

"No, don't even bother wasting my time. Go back to where you came from." Prometheus said in a huff.

Twilight went up and shouted with fury. "I just lost my damn friend! At least show some pity on us!"

The dragon bent his head down and stared directly into Twilight's eye's. "So what, you coward's left us for dead during the last war of the ages. Why should we even consider helping you." Prometheus replied coldly, with a scowl he waited for a response.

Twilight was about to speak but instead Luna spoke. "We had to help our own, dragon. Do not blame us for trying to save our own race."

The dragon looked at Luna, then gave a smirk. "Ah, Princess Luna fancy seeing you here. Tell me how was the moon treating you?"

"In my defense, it was horrid." Luna replied. "You know the changeling's will come here to. They can do it, they have the army and the power. When they knock on your door's don't expect our help." She turned and trotted near Twilight. "Because we will be whiped off this earth."

Prometheus thought for a minute, then shot a glare at Spike. "You, young hatchling. Are you with these ponies?" The response he got was a nod from Spike. "Hm, okay you can stay. On one condition."

"Name it." Twilight said.

"We will train the hatchling for his small growth spirt that will occur in two year's, he will grow as big as your Princess there, on all four's. He must learn to defend himself." Prometheus explained as Twilight looked at Spike.

Spike nodded in agreement and Twilight nodded back. "Okay, you get to train Spike in exchange for letting us stay here." Twilight began. "We'll probably need some item's to start."

"No problem, we live in the middle of a dried up lake and battle feild, there will probably be vintage civil war equipment laying around, and we could also help make the structure's around the Spire." He looked at Spike. "First training session will be tommorow, don't be late." Spike nodded as the dragon flew up to his cave.

At the small camp just outside of the wall a large group of soldier's started taking formation around the wall. "Okay, we can do this." One soldier gulped at the last part of the sentence. They slowly moved passed the barrier and were on the outside. There was a very thick fog that covered the area. "Can't see a bucking thing." One soldier said to the other.

"Where are you, buggy buggy buggy?" Another soldier said trying to taunt them. Just then wing's moved freely through the fog, and shadow's whipped past fastly. "What the hell was that?" One soldier exclaimed as he backed up.

He bumped into another soldier from behind. "Hey, watch it!" The soldier he bumped into snapped. The other gulped. "We have to be on aler-" He stopped as a swooping noise was heard.

"Is, everything alright?" The soldier said, he went up the other soldier and placed a hoof on him.. "Is everything okay?" He made him turn around and was shocked at the image presented. The soldier's neck was slit, and blood squished out, the solder with the slit throat fell to the ground, the other soldier looked around. "Everypony, something is in the fog with us!" Upon saying those word's a jagged arm came out of the fog and impailed the other guard pony in the eye. The knife like arm retracted from the eye and went back into the fog. The pony fell to the ground.

The other pony soldier's were outside waiting for a response from somepony and then, it happened. Ear piercing scream's echoed through the fog. "What the hell is going on in there!?" Commander Rezurection shouted.

"It was a bucking ambush sir!" Shouted another soldier.

"Get them out of there! Get them the hell out of there!" The commander shouted.

"Help me!" A voice came as a soldier from the other side jumped throught barriar but made it only half way. "Help me, it has my leg!" The other's looked back and seen that his leg was missing and blood was coming out of it. The soldier's rushed up and tried to pull him back in, but A jagged arm came out of the fog and dug into his other leg. He screamed in pain and agony, as his own flesh was ripping apart."Don't let them kill me!" He cried out in pain. "Don't let them kill-" His final word's were lost as a Changeling jumped on him and started to bite down on his back. The other's let go as he was dragged into the fog.

"What do we do now..." Commander Rezurection said softly. He didn't want to go that far but he had no choice. "Seal it off completely, quarantine the whole boarder. There is nothing we can do now..."

Continue's from chapter 2....