Dusk Shine sighed and sat down inside of the library near Barbera. The young dragon looked at him and smiled.

"So what's been going on Dusk?" She asked with a smile on her face.

Dusk gave another loud annoyed sigh, "I have to train six ponies and an entire militia based around them. The others better start getting up soon. I know for a fact that AJ and Bubbles are up...but the other three...wait...where is Butterscotch?"

Barbara smiled, "He woke up about 10 minutes ago and followed that other pegasus, Fluttershy, somewhere."

Dusk sighed yet again, no relief for him these days. He stood up and stretched a bit before looking at Barbara. "I need to get going. Who knows what kind of trouble Butterscotch might get himself into with that filly."

Twilight overheard this and looked at Rainbow Dash, telling her the orders once more. The rainbow pegasus flew off to Cloudsdale as fast as she could.

Twilight walked over to Dusk just before he left. "If Fluttershy could be in any sort of trouble I'm going too."

"No you aren't. I am giving you a direct order to stay here and protect the wounded." Dusk puffed himself up and pointed to a spot in the middle of the Library to emphasize his point.

Twilight grumbled and then looked at him in the eye, "With all due respect sir, I'm not going to listen. If one of my friends is in trouble, I'm going to go help them out, so your orders mean nothing right now."

Dusk groaned, "Great...a pony as stubborn as I used to be...fine. Alright you can come with. Only this once though."

With a shared nod between the two they ran out the door and started heading to the Everfree Forest.

Butterscotch laughed at Fluttershy. The adorable little pony had just gotten stared down by a rabbit so ironically named Angel. He laughed a bit more when the bunny ran away after she gave him "The Eye".

"You are quite the laugh Fluttershy." He spoke, walking over to the pegasus and giving her a quick nudge with his arm.

Fluttershy blushed and tried to hide herself under her hair but the other pony merely brushed it out of the way. "No need to be so Shy Miss Flutter. I've had to deal with things like this my whole life too. You're with a friend."

Fluttershy moved away from him for a moment, trying to cover her ever darkening blush.

Butterscotch grinned. He remembered when he used to be that shy. Even at the start of the war he was always the fraidy cat. Afraid to do anything more than load cannons and help the wounded, it all changed when the hospital was attacked.

Something inside of him snapped. He had to protect all the lives in that hospital and he did so. He single handedly held off an entire enemy wave while the wounded were evacuated. Even as the building collapsed around him, he had to defend those he had sworn to, and kept on his fighting.

"Are you okay Butterscotch?"

He snapped back to reality and realized that he had been walking for a good five minutes in his dream about Equestros. "I'm fine Fluttershy, but thanks for asking."

With a sweet smile to the other Pegasus he turned away from her, a small grin never leaving his face.

After a few more minutes of walking they had reached Fluttershy's home on the edge of the Everfree Forest. With a sing-song call, animals started pouring out of the house and rushed over to greet Fluttershy and her new guest. Angel thumped him once on the head ,and as he let out a small exclamation of pain, nodded and jumped over to Fluttershy.

The animals were crowded around the two and Butterscotch couldn't help but feel lighter and more hopeful that this place wouldn't change.

A chicken ran through the crowd and started clucking rapidly at Fluttershy. Even making gestures with its wings like it was trying to be a rapid beast of some kind. Then it switched to kung-fu movements and Fluttershy gasped.

"The animals are in trouble!" She nearly screamed as she ran past him at a full gallop. Butterscotch ran after her and found Fluttershy staring in disbelief.

He joined her stare as several large black creatures stalked through the massive pen where she kept the animals, a few with bloodied maws. Fluttershy was hyperventilating at the sight of a bear that had several large chunks ripped out of the massive slabs of its flesh and was bleeding.

"Harry!" she screamed as she ran past the now somewhat confused creatures and got to the bear. She was in a full blown panic as the bear gave out a weak groan, and nudged its head over to her.

The changeling crushers turned and started to gallop over to her. Fluttershy got up and stood the four beasts in the face.

Each one was as tall as Celestia and built like a much more muscular Big Macintosh, but that didn't stop her. The four just kept rushing at her until she heard the sound of a slash and a spray of green blood across the ground.

Butterscotch stood next to her, a large blade coming out from underneath the skin of his right front hoof. He rushed forward to the others and leaped into the air.

The now confused crushers barely had time to react. Butterscotch had slid under the one in the lead and stuck his blade into his gut. He slashed outwards as innards fell across the ground. The thing gave a pathetic roar as it fell over, flailing a bit until it eventually expired.

Fluttershy whimpered and pulled back a bit from the fighting, taking note of all of Harry's wounds and then moving her way to the house, grabbing medical supplies.

Butterscotch in the meantime had dealt with another one, this time impaling the creatures head when it tried to charge. bone gave way to the large metal blade he had and it fell down.

He noted the last of the massive creatures. This one was bigger than the rest, and seemed to be growing thick blue plates all over its body.

Great...as if they weren't bad enough. Now there are different species for us to deal with...Butterscotch thought to himself as he jumped over a charge from the creature. It turned and snorted out green flames before starting to lunge forward once again. Butterscotch prepared to dodge, but was just as surprised as the creature as a small metal blade flew past its throat and then into a tree.

Fluttershy stood, panting and with a menacing look in her eye as she took a few steps to the creature. It turned and stomped onto the ground, causing it to shake underneath its weight. It rushed forward but stopped mere moments afterwards as its throat split open to the larynx. With its jugular vein severed, blood was gushing from its throat in torrents even as Fluttershy stood above its head. With a quick buck of her hooves, she ended it.

"No one hurts my friends, NOBODY!" She screamed at its corpse before stomping on its head once more. She jumped over it and grabbed the scalpel she had thrown at it. Butterscotch stopped and looked at her, a mix of awe and fear on his face as the pegasus walked over to the bear.

With a small whimper she landed on her rump however and broke down sobbing. Butterscotch rushed over to her. "Fluttershy are you okay?"

"I killed something...OH SWEET CELESTIA. I KILLED SOMETHING!" She let out another wail as she fell onto the ground. Butterscotch let her cry it out for a moment as he patched up Harry as best as he could.

He walked over to her and lifted her up onto her feet, hugging her and shushing her tears. She sobbed into his arms and let out a few more distressed cries before she finally stopped the tears. "Fluttershy. That wasn't a bad thing. You killed to save a friend from death." With a whimper and a nod she pulled herself away from him. She sniffled and then walked over to Harry, offering the groaning beast words of comfort.

Butterscotch hit something on his arm and the blade retracted underneath his fur once more. He walked over to her, and with a shove of his shoulders, got the bear to its feet. "We need to get away from the open air. Tell all the animals to help Harry get inside."

Fluttershy nodded and called over the other animals, all of whom needed no directions. They all zipped over to Harry and started to carry him through the large door of Fluttershy's home. Butterscotch was never off guard during this time, as he expected the worst to happen.

Fluttershy called out to him, and he turned. He galloped past her and slammed the door behind him as he took a few more moments to close all of the windows. "If those things were here, that means that more will be behind them soon."

Fluttershy watched with momentary horror and intrigue as he pulled off all the skin from his right front leg, looking at a mechanical replacement with the blade locked firmly into it.

She gave a small yelp and backed away from him. Butterscotch didn't make eye contact with her, even as he spoke. "I said I defended the hospital...I never said anything about what I lost."

Fluttershy gulped and then sighed. She walked over to Butterscotch, "If there is anything I can do to help protect my friends...I'll gladly do it."

Butterscotch nodded and pointed to several locations, "Set up a few lookouts right at those spots. You just focus on keeping our wounded alive and healthy." She nodded and pointed to an owl, an Eagle, and a hawk to take lookout positions at the points.

Not even five seconds afterwards the hawk gave out a call from the window that overlooked the path to the house. Butterscotch ran up to it and looked out, seeing Dusk and Twilight walking down the road. He gave a sigh of relief. "Fluttershy, get Harry up. We're moving back to Ponyville."

Fluttershy nodded and started to push Harry back onto his feet. The bear had different plans however. It stood up by its own accord and started to walk to the door. Butterscotch ran out the door first however and looked at Twilight and Dusk. "We have a problem Dusk."

Dusk looked at the home of Fluttershy, an old well built place with vine overrunning the outside of it. He noticed a hawk sitting on the windowsill and saw it call out to whoever was inside.

The front door opened and Butterscotch came running at him, the skin missing from his prosthetic limb. "We have a problem Dusk."

Dusk Shine stopped and stood up straight, taking the role of commander once more, "Full report then Captain Butterscotch."

Butterscotch nodded and started his story, explaining everything that had already happened in great detail. He looked at Twilight and then back to Dusk once more. Butterscotch included the part about Fluttershy when it was appropriate, and Twilight nearly fainted on the spot.

"Fluttershy killed a-"

Butterscotch interrupted, "She only had to kill it because it was threatening her friends. It takes a stalwart soul to do that. I hope you have such a soul when it comes time for you to kill for your friend's lives." Twilight looked at Fluttershy as she emerged from the house, and couldn't bare to make eye contact with her.

Dusk looked at Butterscotch, "You seem to have found your recruit then, and it seems she knows how to throw things pretty well. Train her in that."

Butterscotch stopped and looked at Dusk with confusion, "Train her?"

Dusk nodded, "We are taking the pony that resembles us underneath our figurative and literal wings so that they can learn how to defend their homeland when the time comes."

Butterscotch nodded, "Yes sir."

Dusk smiled and walked over to the bear. He looked at a nearby tree, and with a flash of magic, turned said tree into a four wheeled wagon to carry him on. The Bear floated up onto it and gave a groan of appreciation before licking Dusk Shine's face.

Twilight laughed a bit. Even in her stupor of emotions she found this to be quite funny.

Rainbow Dash had been speeding through the skies for the better part of five minutes now. Her usual coolness and calm had been replaced with urgency. She had gotten an order directly from Princess Celestia and she was not going to fail in carrying it out.

She reached the main landing platform, out of breath and panting. She took a minute to compose herself and walked over to one of the guards that were ceremonially placed there to protect the peace.

"What's the quickest way to the military section?" She asked the colt.

He took a moment before asking his own question. "Why d'ya need to head there little filly? Got family? You look a little too young to be signing up-"

"I have a message for commander Typhon from Princess Celestia!" The guard looked at her and his eyes hardened from the gentle demeanor they had before to a much more serious look.

"Follow me then. You had best tell the Commander yourself." The grey stallion fluttered his wings a few times and started to fly. Rainbow Dash quickly followed suit, and went after the Pegasus. They flew up, far up. To the peak of all of Cloudsdale, even past the weather factory.

A raging blast of wind nearly sent Rainbow Dash spiraling back down, but the guard caught her and steady the filly. "Hold on tight! They don't call this a Rip-Wind Shield for nothing!"

Before she even had a chance to object to the crazy idea, Rainbow Dash was dragged forward through the wind. Living up to its name, the Rip-Wind Shield felt like hundreds of little nonlethal blades slicing across her skin. She wanted to cry out in pain, but she knew it would do her no good.

Several more excruciating moments passed and they had made it through the shield.

Rainbow Dash panted and took deep breaths to ease the pain swelling all across her body. She vaguely noticed several more sets of hooves landing near her, but she couldn't make out what they were saying. Her ears were still ringing from the blasts of harsh wind.

She felt a pair of hooves reach underneath her arms and lift her to her feet. She stared directly at a crimson pegasus with a gleaming platinum set of armor on. He gave her a salute, which she weakly returned. Her hearing could finally make out some of things he was saying.

"Welcome to the Military Center of Equestria Miss Dash. I am Commander Typhonicus Blood, though most have taken to calling me Typhon. I heard you had a message to deliver." Rainbow Dash nodded and wobbled on her feet once more. The crimson colt stopped her from falling over by taking her front leg and wrapping it over his shoulder.

"Easy now...Boys! Get some med's ready for Dashie here! This was her first trip through the Shield!" Several of the soldiers gave small whoops and laughs as they looked at the passing by Rainbow Dash.

After being taken inside, Dash was laid down on a very comfortable bed and brought some sort of tea. A few sips of it and her body felt rejuvenated and whole. After downing the rest of the drink, she felt better than when she had first taken off from Ponyvillle.

"Thanks."

Typhon nodded and stood, she now noticed the multitudes of scars and slashes across his body, and the pitch black mane that flowed out from his helmet. "Now I believe there was some mention of a message from the Princess?"

Dash nodded and stood at attention. "Sir, the Princess has requested your council immediately at the Canterlot Castle. That is all she made mention of."

Typhon looked back over to Rainbow Dash, "Any reason why she would ask for me?"

Dash nodded once more, "We believe that an invasion of Changelings from the world of Equestros is on their way following the defeat of Lord Solaris."

Typhon grimaced.

"That is indeed enough of a reason. Dash make yourself at home here, I'll have a few of my boys taken with me, and one or two to help you out with whatever you need."

Dash went to ease appreciatively, and layed down on the bed once more.

Typhon looked at some of the guards, "Go get the Wonderbolt's ready. Tell em no more pony shows, they need to be ready for war." The guards saluted and flew off.

Typhon rubbed his forehead a bit. Solaris had fallen, that was really bad, now there was an impending army of changelings?! That pushed the threat level through the hoofin' roof. Several captains walked up to Typhon.

"Are you okay sir?"

Typhon laughed, "Okay? Never better. I'm doing fantastic right now."

The guards looked at him with some unease. "Alright, each one of you has a platoon under your name, take that platoon. Argyle, you're following me to the Princess. Whirlwind, you're going to defend Ponyville. Ash, take your platoon and head out to Appaloosa, tell them to pack up shop and retreat to ponyville. Storm, go to Applewood, Thunder, head to Manehatten. Ash, when you get done at Appaloosa, head over to Filly Delphia. I'll try to request for reinforcements with Celestia to cover the other cities."

The five captains saluted and took off, Typhon at the lead. After they breached the shield, they went spiraling off into the directions they were told. They would need all the help they could get.

Cheerilee smiled and looked out at her class. the usual assortment of goofballs, crazies, and normal fillies she had come to expect each day. She hated some of them for their attitude, but she loved them all in the end.

"Today class, we are going to be learning about the history of Equestria!"

A few groans, disappointed sighs, and excited squeals hit her ears. The usual when she announced the days lesson plan.

"Hush now class. This isn't a very tough lesson. It shouldn't take us too long." She snapped a ruler against a chalkboard and started to write.

Sweetie Belle, Apple Bloom, and Scootaloo all sat at the back of the class, talking amongst themselves and the newest plan they had for getting their Cutie Marks.

"I think, we should try surfing." Scootaloo offered.

Sweetie Belle though differently, "I say maybe we should try a treasure hunt! You know, looking for diamonds and other jewels that sort of thing."

Apple Bloom had an entirely different course of action altogether. "I think we should get out of the way of that flaming green meteor!" She screamed and bolted to the front of the class.

The other children all turned around and as soon as they saw what Apple Bloom had described, they too screamed and charged at the front of the Class.

Cheerilee covered her face from the impact and looked at the now broken back half of her School House. Sitting at the destroyed remains of the back half of the school stood several black carapaced creatures. They chuckled menacingly even as they advanced out of the green flames and to the fillies and colts. Cheerilee snapped the ruler down onto ones face as it got too close for comfort.

The changeling jumped back and gave a small yelp, much to the delight of the other Changelings as they laughed at their ally for letting himself be caught.

The same changeling that had just been swatted lunged forward once more and Cheerilee knew she would not be able to stop it.

The wall collapsed from the side as blur flew through it and slammed into the changeling.

"Rainbow-Dash?" Scootaloo called out to the thing. The rainbow mane and the teal coat matched, but the eyes and the body were different. This pony had a well built and powerfully muscled figure, and near glowing bright red eyes.

With a stomp of his hoof a snap resounded throughout the room as the changeling underneath him went still. The children whimpered and pulled back away from this new colt even as he started to walk forward to the other changelings.

"So changelings? Gettin' some kicks out of this? Havin' some fun with the kids? How's about having a little fun with me instead?" The new colt inquired, clacking his two front hooves together as he took up a fighting pose.

The other changelings screamed in panic and started to fly away from the now saved School.

Cheerilee looked at this new arrival and couldn't help but gawk as he snorted and stomped at the now fleeing changelings.

"Who are you?" She asked, taking a few steps forward to get a closer look at this colt.

He looked directly at her, his blood red eyes going half lidded and his wings dropping to his side with a sickening crunch. His true answer was the roar of pain that came from his and he quivered at the snap of his bandaged wing.

Cheerilee wasted no time and ran over to him, offering him some words of comfort as he rose up to his feet once more.

"I'm Rainbow Blitz. Pleased to save your pretty lil' flank." The cyan pony chuckled out to her, even against the searing pain he felt all over his back. He had just flown from the library to here with a broken wing as speeds he really shouldn't have. This might take awhile to heal up now...

The pain got a little better when he heard the ooh's and aah's from the children. Blitz could almost hear the blush coming from Cheerilee.

"I'd suggest getting out of here and going back to all of your homes before those things decide to come back with a much bigger force." Cheerilee nodded.

"You all heard the man! Class is dismissed for quite some time!" She spoke as she threw open the doors, letting the now panicked school fillies head home.

"I'd suggest the same of you teach." He spoke as he walked past the fuchsia colored mare.

"Thank you, Rainbow Blitz." She spoke as she walked out of the now ruined schoolhouse. Her soft expression told him of the raw gratitude that not even the thanks could come close to.

Dusk and Twilight reached the library with the wounded animal in tow. Fluttershy and Butterscotch set him down and let Dr. Hooves Go to work on the wounded creature.

Dusk gave a sigh of annoyance, he would have to push training far ahead of schedule to make these things work out. If the changelings were already getting to be so bold as to attack remote places this early on, then the mass of the army could not be far behind.

"Twilight, go and gather all of your friends. I need you all here to start the training that I'm going to put you through." He spoke to her, his eyes barely hiding his discontent.

Twilight nodded and galloped out of the library not wanting to do anything that could put the safety of Equestria in danger.

About 15 minutes later, the rest of both groups had been gathered in the Library, absent the Rainbows. He sighed and continued on without both of them. Both groups stopped and looked at him as they tried to find solace in his words and commands.

"Alright, buddy up with your counterpart and get ready to start teaching them everything you know boys. We have to prepare for the upcoming war with a bit more haste than I wished we had to." He paused and looked at the nods coming from the colts then continued, "Fillies, listen to these colts as if their words were the words from Celestia herself. That is if you want to live through all of this." The fillies nodded in agreement.

"Get some rest for right now, we start the training regime at dawn tomorrow."