She preaches about friendship, gives advice that I find bull plop, she's not level-headed enough

Applejack looked around in the black void, her breath coming out in short pants. Her panicked green eyes looked over the surroundings, trying tp locate an exit to the endless void. With quick snaps of her head, she looked over the dark void and listened to the empty sounds of cold wind. Deciding to risk running, she took off in a sprint and was stopped by black thorny vines wrapping around her arms and legs. As the vines tightened their grip on the struggling earth pony, they pulled her to ground and forced her to look in the direction of several stars being covered in a blanket of darkness.

Conquest will rise. We will bring the hunger, the disease, and the death

His coming will signal the end of stars

Then-

Applejack let out a horrified, "NO!" as she watched a black hand grab four lights: blue, pink, white, and yellow, and then began to squeeze tightly.

Then the five lights will be enveloped by the darkness

"Stop it!" Screamed Applejack as she continued to thrash, hearing the pained screamed of her friends as each light went out. Panting, she pulled her head up to see two Twilights, one dressed in white robes and the other in black.

"You have failed them, you let them die, and," the Twilight in white pointed at Applejack.

"You have failed me! Because you are too weak!" the Twilight in black denounced, pointing her finger at Applejack. "You are weak and useless. You let everypony down."

"N-no, Ah, AH!" Applejack screamed, as bony hooves and hands began to pull her into the danky and rancid ooze.

Applejack shot up in bed, panting as bead of cold sweat rolled down her face. Placing a hand to her quickly beating heart, she quickly began to try and slow her rapid breathing. At the sudden sound of the door being open, her head whipped around to look at the visitor, "Caramel?"

"I'm sorry, "the stallion said, looking down. "I was passing by after going to the bathroom when I heard you screaming in. I thought you were in trouble, so I came to check up on you. Are you alright?"

Applejack smiled a bit at the sound of concern in Caramel's voice, "Yeah, Ah'm fine. It's just nightmares and this whole Conquest thing."

Caramel made a move to sit with Applejack, "Want to talk about it?"

"Sure," Applejack said, moving a little to the side and giving Caramel room to sit with her.

The light brown stallion did, noting how Applejack's sleep shirt hung off her body and gave her a lovely figure in the moonlight. He then frowned a little as he caught sight of the scars along her back, arms, and sides, "Those scars, are th-"

"It's just nuts, is what it is!" Applejack said, leaning forward and laying her elbows onto her knees. "This Conquest feller makes a big scene, destroys an entire town in a matter of hours, and then disappears for two weeks. For two whole weeks this ahole hasn't done a dang thing."

Caramel nodded, "That does sound weird."

"It's suspicious, is what it is," Applejack said, looking over her shoulder at him. "Now, Ah aint one for stragedy. Ah'm much more of a go in there and kick flank kind of gal. All Ah know of planning is common sense. And it don't take the smartest pony in the world to tell you that if a bad guy goes silent for two weeks, it means he's planning on something."

"Have you talked with Grand Ruler about this?" asked Caramel.

"Hell yeah Ah have, and you know what he said to me?" Applejack asked, her eyes narrowing. She then threw her hands up in theatrics, "Do not worry about it! He is merely afraid of Starfleet and the magic of believing! As long as you stand wiht your powers and be ready for anything, we will prevail."

"An you don't believe him?" ask Caramel.

"Heck no!" Applejack growled and then laid back onto the bed. "Ah Told Celestia and Luna about it, and at least THEY believed me! They told me that there was nothing they could really do. They have no information where he is, or anyway to find out what he is doing, so we're technically fighting blind."

"I'm sorry," said Caramel.

Applejack sighed as she looked up at the ceiling, "Its just so hard...how can Ah help my friends if Ah don't know what the danger is."

"You know, you aren't alone. You could talk to your friends, they could help you," Caramel said, laying on his side. "They could cheer you up, take your mind off of you problems."

"Ah know, and that's the problem. Because the moment they know how worried Ah am, they'll want to help me, and Ah won't say no," she said, before turning her back to Caramel. Another depressed sigh escaped her lips, "Ah want to protect them so badly, and now there is an enemy that Ah can-ohhhhhh," she purred as she felt a pair of hands on her back.

"I may not be able to help you fight, but, can I at least help you with some of your pain?" Caramel asked, rubbing Applejack's back through her shirt. He tried his best not to look at her red panties that showed off her toned rump.

Applejack purred, "Thanks, that feels...kind of nice."

"You're welcome," the stallion said as hi finger pushed softly against the muscles of Applejack's back. A frown came to is lips when he hear he wince, "I didn't think you'd be this scarred."

"Some of it's from back when I was a pony, you don't get to be a taveling adventurer and farm mare without a little scarring. The rest is fom star fleet battles," Applejack turned to look at Caramel, "Look at this," she then lifted her shirt, to just where the bottom of her breasts were showing.

Caramel tried to ignore the sight of Applejack's underboob and instead focused on the long red scar the led down her ribs and to her right hi. He could see a few small cuts, "How-"

"One of Sombra's monsters. It's nothing really, but just reminds me that the armor can't protect worth crap," Applejack said pulling her shirt down.

Carmel sighed, feeling useless, "I think I'll go now and let you-"

"Wait," Applejack said, a soft smile on her lips. "Would ya mind, sleeping with me tonight. Ah kind of don't want to be alone right now and need the company."

If Caramel was any other stallion, he would take that offer as something else. For the briefest of moments he let his mind wonder. He quickly began to imagine Applejack wanting him, needing him, and raving him. A part of him wanted her to consumate their love at that moment. Caramel quickly removed the offending thought from his skull and nodded, "Sure." he then wrapped his arms slowly across her back and pulled her in.

Applejack rested her head onto Caramel's shoulders, snuggling close to him, "Hmmm, so, you really do smell like Caramel."

The stallion blushed, "Um thanks. You smell pretty good yourself," he said, as he heard the light snoring from the mare. " Goodnight Applejack, I wish I could be your strenght."

---

Starla looked in the mirror at herself, and began to cry. She ran her hand along the mirror reflection, at the face, trying her best to see past the sunken eyes and the almost ghostly look in her face. For the briefest of moments, she could see the beauty that was there. The woman who had won the heart of a hero, was now a ghost of her former self. She pulled away, trying to block out the frequent screams from the other rooms. All she wanted to do was try and sleep. However, that became impossible, as the sounds of prisoners in pain would haunt her or she would be afraid that the next time the door opened, Conquest would come and play with her. A sigh escaped her lips, grateful for the week break that she has had from his touch, "Good morning my sweet!" Starla's heart sank at the sound of the door and voice. "I have great news today."

"No, please, stay away" screamed Starla as she backed away to the bed, shivering.

Before she had a chance to protect herself, Conquest grabbed her shoulders and threw her to the bed, straddling her, "I thought you might want to know the great news I bring. Besides, it's been a week since I have had my favorite plaything."

Starla watched as he began to unbutton her shirt, "P-please, don't...not again, I can'-Ahhh!"

"You want to know the news?" Conquest asked, licking her neck slowly. "We have finally made our plans to attack our first city, isn't that wonderful? Later on today, we are going to attack-guess."

Starla whimpered, "No, p-please."

"Guess," he growled as he began to nibble her ear.

"Oaton?" she cried trying to ignore his nibbling.

"Nope, Vanhoover! We'll strike in a few hours, and the best part?" Conquest smiled as he slowly licked her lips, kissing tenderly. "Starfleet will show up, and everypony is going to have the first row seat to watching their 'heroes' fall. Isn't that wonderful?"

"No, it isn't. You'll kill so many people, and you'll hurt my-"

Conquest slapped Starla across the face , watching her wince in pain, "Now now, they aren't people, they're numbers. If they were people, then I would...laugh harder," As he watched her whimper, he looked at the red marks on her cheeks , "Oh, I forgot...you're still tender from the whipping I gave you last week. Well, don't worry...I won't hurt you too badly."

"T-thank you," Starla whimpered, then shivered as she felt his hand travel up her leg. "W-what are you, doing?"

"You know what I have yet to do to you?" as he watched Starla shake her head, Conquest smiled cruelly, "Fist you."

"No, don't fist me!" She screamed as felt his touch, feeling his painful action begin.

Elsewhere in the base, three of the generals sat in shock as they watched Starla's brutal rape. As Conquest began to torment her in the worst way, a feeling disgust began to overcome Dementia. She crossed her arms over her chest as she began to shiver in revulsion and rage, "I can't watch this anymore." she said, getting up an walking away.

Conquest's voice could be heard on the monitor, "You know, we might as well try anal."

"What is the matter Dementia?" Mysterious asked, standing up and watching her walk away. "Of all Starfleet, you hated Starla the most. I thought you would want to watch her suffer."

"Rape is still a horrible and despicable crime. I may hate the little Star with every fiber of my being, but no one deserves that. Not even her. I-I," she shook her head and walked away. "I'm going to get ready for the assault. Let me know when the boss is done with Starla."

A she walked away, Rep gulped as he watched the action take place. He felt his stomach turn as he watched Conquest scratch and punch his toy, "Y-you know, Dementia's right. I can't watch this anymore. I'm going to join her."

"Understood," Mysterious said, turning to watch the rest of the rape take place.

Conquest laughed like a madman as he continued to rape Starla, "Why are you crying? Thinking that you are betraying your love? He won't love you anymore. I think he blames you for getting yourself raped. I bet he sees you as a weak woman who should've stopped me."

"No! He won't you'll see," Starla cried as she turned her head to cry into the pillow, she whimpered, "He'll save me."

Conquest could only laugh at this as he continued his assault.

---

Ever since Spike and Rarity has consummated their love for one another, the purple dragon had taken to sleeping in Rarity's bedroom for the past two weeks. So accustomed was he to the white unicorn's warmth, that the absence of it that morning caused him to sit up in the bed in alarm. Looking back at the small dent where his lady had slept, he ran his claw along the spot. A small forlonging sigh escaped his lips as he got out of his bed and to where he had placed his shorts. As he put them on, he heard a strange sound coming from the bathroom. With his curiosity peaked, he walked to the bathroom and found Rarity hunched over the toilet, "Rarity!"

Rarity looked back over her shoulder, some bile still on her lips, "Oh, Spikey. I am so sorry that you caught me looking like this. I was getting some early work done on the armor, but then my stoma-ack!" her face immediately turned green and she turned back to the porcelain altar.

Without a second thought, Spike ran to her side and pulled her hair away as she began to evacuate her dinner of last night that he had made for her, "Hold on, Rares."

As Rarity finished, she looked up and smiled at her finance, "Such a gentle drake. Thank you." she leaned up to kiss him, but Spike quickly brought out a washcloth to wipe her face.

"How long has this been going on?" Spike asked, helping Rarity to her feet.

"For a few days, I guess its because of some bad food. Don't worry, I'm fine," Rarity said, walking out of the bathroom and towards her stairs. "If I continue, I'll go to the doctor."

"Ok," Spike said, watching as his mare walked down the stairs.

As this was going on, Pinkie Pie led Belle down the road of Ponyville to a small cottage that sat on the outskirts of the small villa, "Come on. It's a little further."

"Pinkie, why are we heading so far out of town?" Belle asked, putting her hand through her purple mane and brushing it out of her eyes.

"Because, there is somepony I want you to meet. He has some problems with his memory too and I thought maybe we could help him together," Pinkie said as she continued to skip along the path, nearing the door.

"But why here?" Belle as she looked around the area.

"Because Twilight arranged it, she didn't want Grand Ruler to find out about this place. So, she asked Scootaloo's dad if she could borrow it," she said as she opened the door.

Inside the house, the main living room was empty sans a small couch and a few chairs. What stood out in this room, was a light blue pegasus in a blue uniform and sitting in a wheelchair. If he heard the door opening, he did not pay attention and chose instead to look out the window. Belle stepped back in shock, "Who is-"

"Hey Ace Ray!" Pinkie said with a bright smile. "I told you that I would be bringing in some guests the next time I saw you. And look who it is, Twilight Sparkle. Ok, actually a girl who looks like Twily, has her voice, mane style, and a similar cutie mark, but isn't really her."

The stallion said nothing, which caused Belle to look at Pinkie curiously, "Pinkie, who is this stallion?"

Pinkie sighed as she looked at the stallion, "His name is Ace Ray. He was a former Wonderbolt but was kicked out."

"Did he break a rule?" Belle asked.

Pinkie nodded, "He spoke out against Starfleet. And Spitfire fired him. IT wasn't even her fault, somepony from Unicornia told her to do that. They even made plans to ruin her career if she didn't."

"What, how could they do that?" Belle asked. "And how did you know this?"

"Rainbow Dash found out," Pinkie said, looking at Ace Ray. "She was so mad about it that she took it up with Spitfire and that was when she told her about the whole thing. But, what happened next was worst." Pinkie walked slowly to the pegasus as she continued her tale. "He started to ge rowdy and down right mean. e started causing fights and little rumbles here and there, even hurt his little sister. Grand Ruler sent him to a prison planet and told us that he-he was taken over by some dark energy and me and my friends needed to work with Starfleet to cure him. It was a lie," the pink pony began to cry a little at this. "He just wanted to use our mental thingies to warp his mind and force him to think what Grand Ruler wanted him to think. We thought we were giving Ace our memories of our adventures, but it was just Grand Rulers messed up version of it. Later on, we found him in his room like this. That was when Celestia revealed the truth to all of us."

Belle gasped and held her hand to her mouth, " You mentally lobotomized him?"

Pinkie sniffled, "We were all broken up about it. I cried so much and Rainbow Dash wanted to kill Grand meanie on the spot. Celestia then told us there might be a way to save him, and Twilight decided to try it. When she died...Celestia told me to do it."

As she watched Pinkie skip to the wheelchair, she asked, "Has there been any progress in helping him."

"Well, for a while he would just moan or just stare out the window but-" a smile came across Pinkie's face, "-I have been able to make him smile when I do this." she thn lowered her head to his ears and whispered a few words. Belle watched in surprise as the beginning of a smile began to form on his lips.

"What did you say?" Belle asked.

Pinkie Pie smiled at Belle, "I am your friend."

"And that...made him smile?" Belle asked with an od look.

"Well, yeah. Sometimes it's easier to come back when you know there is someone waiting for you. I tried his sister, but he cries when he hears her voice," Pinkie said.

As Belle was about to ask more, she suddenly heard a loud beeping, "Pinkie, I think that you're needed."

"Oh my gosh!" the pink mare shouted, jumping up in the air. When she landed, she took off towards the door, "Keep an eye on Ace for me. I'll be right back, it shouldn't take me too long."

As the door closed behind Pinkie, the pegasus looked towards Belle. His eyes slowly looked her up and down as he began to whisper, "Twilight?"

---

Caramel woke up to the sound of a door closing. Looking over to his side, he quickly remembered the night that he had spent with Applejack, and then sighed as he saw the empty spot that once occupied the mare of his dreams. A forlorn look in his eyes, he walked over to the window and saw the orange mare running down the path that led into the town, "Be safe." he muttered under his breath.

Applejack stared determinedly as she ran down the path, adjusting her stetson as she made her way to the landing pad. Up ahead, she saw Rarity, Pinkie, and Fluttershy standing by and waiting for the jet to arrive, "Gals!"

"Applejack, I am so glad you made it," Rarity smiled as she saw her friend. " It seems that Lighting told us to wait for a transport to pick us up. It seems that Conquest has finally made his appearance."

"About dang time," Applejack said, a light growl coming from her throat. "That ahole seemed to take forever to get ready to fight us."

"Good, I've been aching to punch his face in," Rainbow Dash said, landing next to Aj. She then smiled at Fluttershy, "So, did Ryhmey decide that you actually were part of our team?"

"Oh, he actually wanted me to stay home, but when he left I snuck out here to meet with you," Fluttershy said, looking away.

Rainbow Dash chuckled and patted the pegasus on the back, "See, we'll make you a rebel yet!"

Fluttershy squeaked in response, and Rarity walked up to the pegasus, "Fluttershy, ear, I think you should start thinking about your relationship with your husband. I know it's not my place, but I'm starting to get concerned."

"Oh, its nothing Rarity. Really, he's just being a little...concerned," Fluttershy lied, trying to hide her emotion.

Rarity sighed and turned to look up at the transport, "You know, I always wanted to see Vanhoover. Just not like this."

"Hey, where's Spike?" Pinkie Pie asked.

Rarity looked down, "I told him about the emergancy that was occuring, but for some peculiar reason, he said no. He said that I could take care of it and he would be waiting for me. I hope I didn't do anything to upset him."

Applejack put a hand onto Rarity's shoulder, "He's probabyl just tired sugarcube. OR he's confident that you can handle this." At Rarity's nodding, Applejack led the team onto the jet.

Within a few short minutes, the plane made its way to the city of Vanhoover. Once they landed, the girls stood in shock as they took in the sight of the carnage before them. The city was in flames, with several buildings crumbling and broken. The screams of dead and dying ponies could be heard over the sounds of crackling fire. Above and around them, it seemed that boars and griffons swarmed the small city, killing all that dared to fall into their sight. Upon seeing Lighting, Applejack ran to his side, "Lighting!"

"Supreme commander, Applejack. Don't forget who's in charge," Lighting said calmly, looking on at the carnage.

"Whatever," Applejack stated dismissively. "Look, we gotta get some of the guard, police, and some of your team to get the civilians to safety."

"No, we do what we have always done. We find the main threat and take them down, the minions will then run away. Unicornians are strong and they handle this," Lighting said, looking around at the carnage.

"Are you loco in the coco?" Pinkie Pie said, walking next to Applejack.

"I must agree, our usual tactics are no use here. This is a real battle," Rarity said.

Lighting growled, "I know the strength of my people! They'll be able to handle anything that is thrown at them."

Applejack stepped nose to nose with the commander, "ARE you nuts? Are you hearing those ponies out there? Are you seeing this? People are dieing out there and you are trying to fight some big commander? Have you been stuck with those shields for so long you have no idea what to do when they failed and you have a real fight on your hands? Mah friends could easily-"

"Your friends, are Equestrians. They lack the strength and power to be able to pull off a mass scale evacuation like this. Or need I remind you in the difference in power and strength. Now, you and the others are to follow me," Lighting began.

"Hey, no one commands my team but me," Applejack argued.

Before the two commanders could argue any further, Rhymey came out and saw Fluttershy standing next to Rainbow Dash, "Fluttershy! Tell me why, Are you here, my dear."

"I am here with my friends, Rhymey," Fluttershy said.

"If I may be curt.

You could be hurt

I do not lie

I'm afraid you might-"

"Well, it looks like the ol gang is here. How fortunate," said a female voice.

"That voice, it can't be," Buddy Rose gasped as he turned towards the sound, and looked on in horror at three figures that stood on a tree.

"No, y-you're dead," Artie said, shaking his head as he watched the three slowly climb down the tree.

"Interesting," Repstallion hissed, " You would think they would be excited to see us. It's been years after all."

Mysterious said nothing, instead focusing on the five mares of Equestria. A slight frown appeared on his face as he glared at them. Lighting did not notice this as he yelled, "How did you come back?"

"Our leader, Dark Conquest, apparently has some powerful friends. Said friend decided that he needed some powerful generals to lead his forces into battle. So he chose us," Dementia said, chuckling a little. She then looked at the group, "It seems weird to see the group so small, isn't it?"

Repstallion nodded as he stood up from a crouching position, "Yeah, I guess it is getting kind of lonely without the girl? What was her name again? Starla?"

"Yes, but Lighting would tell you all about that, wouldn't he. You would know all about why she isn't here, wouldn't you?" Demetnia said, beginning to laugh.

Lighting growled, "Shut up! We are here to put down this little assault of yours and put you back into the ground where you belong." he then looked at the group standing at his side, "Stafleet, lets do it!"

The group nodded and let out an enthusiastic, "Right!"

Clenching their right hands into fists, the six stallions lifted their fist to their eye level, displaying their star insignia on their gloves, "Star-" they shouted as they placed their left hands onto the star insignia and then touched the ground with their right hand, "Fleet-" in a final move of posing, the six members thrust splayed hands up into the sky "MAGIC!"

A bright white light enveloped the six stallions, before forming into a six point star that touched each one. As each one stood in their perspective point on the star, their bodies became covered in different colored streaks of lighting. As the lighting began to subside, it left each in their own respective armor, "Buddy Rose, warrior of the flower!" Buddy softly shouted, his red armor matching the red whip in hand.

"Artie Bristles, Warrior of Art!" shouted art, twirling his brush in the air, the orange armor reflecting off the flames.

"Rhymey, Warrior of Pen!" Rhymey said, growling while his yellow armor shined.

"Dyno!

"And Myte," the two warriors said, high fiving each other in their matching brown armor. "Warriors of explosions."

Lighitng Dawn leapt back, shooting his hand into the air as his white armor shone brightly, "Lighting Dawn, Warrior of the stars! We are-"

Each member of Starfleet stood together at once, shooting their hands up in the air, "Starfleet MAGIC!"

Applejack sighed as she looked to her team, "Guess we better join in too."

"Do we have to? The phrase is so lame," Rainbow Dash groaned rolling her eyes.

"I agree, and the outfits-"

"Regulation," Applejack said, putting her hand up and said without an ounce of enthusiasm, "Harmony hour, friendship power." the other mares joined in, saying their transformation phrase without an ounce of enthusiasm or caring.

"Hmmm, I just don't think it looks right," Repstallion said, shaking his head.

"Well, I think it would benefit from the appearance of a certain pretty little mare," Dementia smirked, "Starla. Miss her, don't you Lighting?"

"Shut up!" shouted the commander as he charged at Dementia.

Rainbow Dash stepped forward, but Applejack stopped her, "Hold on sugarcube. Ah hate to admit it, but he's right, we have a job to do."

"But-" Rainbow Dash complained but was stopped by Applejack's hand.

" Look, those guys can handle the generals. We need to help the civilians," applejack looked over her shoulder. "The ones who are alive. Now, Rainbow, Ah want you to fly out there and try to get the griffons to hunt you down. You're our fastest flyer and are a master in the air combat. Pinkie Pie, Fluttershy, Ah want you two to go and lead whoever you can get to a shelter while we fight them."

As Pinkie an Fluttershy ran off, Rarity looked to Applejack, "What are we going to do, Applejack?"

"We get the ground forces," Applejack said, smirking as she ran into the fray. Punching and kicking the boars she could. Rarity swallow a little as she watched the boars come at her, but lit up her horn in response.

"Easy," Rarity chuckled nervously.

---

Dementia smirked as Lighting charged at her, waiting for him to come close. As he neared her, two griffons attacked from above and sliced into Lighting's back. This left room for Dementia to kick him in the face. Before Lighting could recover, a boar rammed into his side and into a wall. Buddy was shocked by this, and tried to use his attack, "Ros-" but as he whipped, Rep grabbed the whip in mid-flight.

"You know, I was always curious about your little shout attacks thing. Is it some sort of verbal tic or just you being dumb?" asked Repstallion as he pulled Buddy into a side kick. As the red alicorn pulled back, moaning from the kick into the chest, he was hit by a back fist from Rep. A griffon roared from behind Buddy, grabbing his head forcing him to eh ground. The griffon then began to claw at Buddy's chest, leaving deep gashes in his body. Artie tried to use his attack, but three boars began to bum rush him.

Mysterous chuckled as he began to bob and weave out of the way of Rymey's punches. A smirk came to him as a Griffon clawed the yellow alicorn's back, "It seems that Conquest was right." Ryhmey tried to breathe after a griffon punched him in the stomach, but Mysterious grabbed the yellow pony by the neck and slammed him into the ground. "When its in your favor, and one on one, you starfleet ponies fight well. But, when you face incredible odds...well." he chuckled as h slammed Rhymey down in the ground again, leaving a crater. After doing it three more times, he picked up the yellow alicorn and threw him into a group of griffons.

Lighting struggled to get back on his feet, his eyes watching in horror as his teammates got struck down one by one. Dementia chuckled from behind, "So are you going to focus your attention on me now. Or are you going to sae your friends?"

"You bitch!" shouted Lighting as he punched at Dementia.

The white unicorn grabbed his punch and smiled, "See, there's your problem Lighitng. You think the world revolves around you, you think its all about you." slowly she crushed his hand, "and you ignore those important to you. Those people aren't your friends...they're teammates. You don't care about them!" she then punched Lighting repeatedly in the stomach. Pulling him close she whispered, "And don't worry, I'll keep her alive." she then kicked him in the stomach.

With a look around the area, she watched as Fluttershy ran with a small group of Equestrians and Unicornians. A grin appeared on her face.

---

Applejack let out a grunt as she took a hit from a Boars punch, ducked under his hook, and delivered an uppercut of her own while elbowing one in the face behind her. Panting, she looked at the group, and put her hand to her earpiece "Gals, Ah think its time to pull out that Valkyrie mode. These guys are a little bit tougher than they appear."

"What? But that armor is clumsy," Dash said, flying ahead of several griffon soldiers.

"Ah know, but we need the extra power," Applejack said over the commlink. Concentrating, she began to summon the power of the valkyrie, and after a fe moments let out a gasp of shock.

Rainbow Dash's voice came over the comm, "Uh, AJ? I think something's wrong."

Grabbing a punch that hit her shoulder, Applejack swung the boar around and slammed him into his comrades, "Yeah, Ah can see that. Guess we'll be fighting on our own."

"Fine with me, Dash out," the cyan mare said, turning off her comm.

Applejack nodded, before letting out a scream of pain as a punch from a griffon connected with her back. Growling, she punched the bird in the beak, and delivered a punch to another boar at her side, and then shoulder rammed another boar. One boar raised his hands to hammer punch Applejack, but she stopped the hands with a grab. Grunting, she began to slowly pull apart the two hands until they separated. With a roar, she pulled the arms wide and then slammed her fists into the boar's shoulders. As the boar screamed in pain, Applejack punched the face hard. Taking a kick in the stomach, the orange mare held the leg in her grip and broke it.

A griffon roared and jumped to attack Applejack from the side, digging her claws into the mare's bicep. Applejack screamed, "Bad move!" and then grabbed the bird's beak closed and in one powerful tug, slammed her head into the bird's skull. As the bird let go, the palermo earth pony delivered a hard punch into its stomach before kicking another in the gut that tried to attack from behind. Two griffons ran at Applejack from the side and grabbed her arms. Screaming at the pain in her arms as they drew blood, the birds slammed Applejack into the ground. Struggling to get up, a boar appeared before her and bent over her helpless body. With a roar, he began to deliver blow after blow into Applejack's body. Grunting, pushing herself through the pain in her stomach and chest, she lifted up her powerful legs and bucked the boar hard in the scrotum. Before the boar could recover, she bucked him again in the chest with a satisfying crack. With a grunt, she headbutted the griffon on her left and then grabbed the next griffon on her right and slammed his head into the ground.

Panting, Applejack got back up to her feet, and then glared at the other boars and griffons. With a smirk, she adjusted her hat and waved to the gathered group, beckoning them to come after her. The group backed up as a large boar walked from the group, "Wait! Allow me. You, pony, you are good fighter."

"Thanks kindly," Applejack said, tilting her hat.

"This is why, you fight me now," the boar said, walking up to Applejack and standing taller than she was. He punched his hands together, "I want chance to break powerful fighter."

"Ya ain't gonna break me," Applejack said, getting into a fighting stance, putting her hands in front of her face.

"Many stallions say that, then they lay crying after being broken," the boar growled as he stepped back and began to charge at her.

Applejack braced herself for the charge, but was unprepared for the hit as it struck. The boar's tusk stabbed itself deep into Applejack's side. This cause the mare to scream in pain as the boar pulled out and then punched her in chest as she tried in vain to hold the wound. The boar delivered blow after blow into Applejack's chest before finally kicking her into the ground.

As she laid, struggling to get up, Applejack spat out a tiny bit of blood. Looking up, she rolled out of the way of the general boar's stomp. After a few more stomps, Applejack managed to get back onto her feet and deliver a hard straight into the boar's gut. As the behemoth leaned forward, Applejack gave an upperncut to the chest and two backfists into the schest. When she tried to slam her elbow into the belly, the boar grabbed and pulled it down. With a blood thirsty growl he slashed his tusk against her face, cutting into her cheek. Before recovering, the boar backhanded her stomach twice and then grabbed her hair and slammed her face into the ground.

Turning to lay on her back, Applejack grabbed the fist that the boar was about to deliver onto Applejack's body. As she held the hand with one arm, she slammed her free arm onto the boar's with all o her might. There was a snap as the arm broke in the limb. As the boar screamed, Applejack punched the boar in the gut and face, before she rolled back onto her feet.

The boar stood, holding his broken arm. He glared at Applejack with a death glare, before chuckling. Stomping slowly, he spun his elbow twice at Applejack twice. Both of which she ducked under. He tried a third, but faked her out and instead slammed his foot into Applejacks tigh. As she recovered, the boar drove his forearm into the orange mare's ribs. As she recoiled from the hit, the boar spun around and hit Applejack in the ribs again with his bachand. There was a loud crack as the orange pony felt her ribs break, and she began to hold her side in an attempt to catch her breath. The boar never gave her a chance as he walked behind her and slammed his elbow into her back and sent her to the ground. As she laid on the ground, panting in pain and agony, the boar chuckled t the sight of Applejack's wings. They were a 'gift' that she had earned when she became a major. Straddling himself behind her, the Boar took ahold of each wing and began to pull slowly.

Applejack could feel the slow tearing of flesh as the boar began to rip at her feathered appendages. As she felt her limbs being removed from her back, the palemno let out a bloodcurdling scream that echoed throughout the city. As each second passed, the pain from her wings being torn off seemed to get worse and worse. She could feel the blood rolling down her back in small rivulets.

After a few grueling seconds, the boar pulled away from the injured mare and held his prize in the air, "See, even their best fighters will fall to us. Come!"he commanded as he threw the wings away and walked away. "We have more to do."

"HEY!" Applejack said, standing back up. "Ah ain't broken yet!"

The boar's eyes went wide as he heard the voice, "I-I-Impossible." the boar gasped as he turned to see Applejack standing tall before him. He stepped back in fear as he watched her get ready, the cuts, the bruises, the wound along her chest, and the blood trailing from her head all became apparent. He shook his head in disbelief as he saw the determined look in her emerald eyes, despite the blood trickling down her legs from the wing removal.

Letting loose a roar of anger, the boar charged at Applejack. The mare was ready this time and grabbed him by both his tusks. The boar opened his eyes in shock and horror as she did this. Narrowing the eyes in anger, he began to try and push her back, only to find her unmoving, only causing small ditches in the ground behind her where she stood. With a powerful grunt, she began to push the boar back. Though the boar tried o push at her with all of his might, he found that she would not budge an inch. Slowly, the mare began to push the boar's head up with her strength. Then with a grunt, she slowly torw each tusk off of the boar's face. Then, she spun the tusks around in her hands and dug the sharp ends into the boar's chest and pulled him in for an headbutt. She then bucked the boar hard into the wall of a building, where he lay unmoving. applejack then looked to the rest of the group, "Who's next."

---

Rarity let out a scream as she was thrown through a window of a sporting goods store by a griffon. For the moment, she was glad for the tacky armor as it protected her from the worst of the blow and several of the glass shards from impaling vital parts of her body. With a small grunt, she slowly got up and used her magic to pluck some of the smaller pieces of glass from her armor, "My these boars and griffons are a hardy lot. I can barely hurt them. If I only had an advantage, a weapon or something," she thought ot herself as she stood, looking around. Out of the corner of her sapphire eyes, she caught the sight of something that made her smile a little.

"Come out, little pony," one Boar said, two others flanking him while a griffon took to the air. "We want to continue pla-urrk!" a wizzing arrow sound could be heard coming from inside the sporting goods store as an arrow struck the boar's knee, causing him to trip and hit the ground. The griffon tried to move and see what had happened, but two arrows flew through the air and struck his wings before he could investigate. The second boar growled as he watched his companion fall and was about to charge, but he fell to the ground after an arrow struck him in the eye.

The third boar looked down at his fallen companions and then back into the store with a face frozen in terror. As he stepped back, he watched as Rarity stepped out from the shadows, an arrow notched in her bow, "I should warn you dear," the white unicorn said, drawing her arrow, "I don't miss."

The boar screamed in a high pitched tone and ran away as fast as he could. Rarity breathed softly and let her magic pull the arrows out of the dies. Then, she reached behind and began to pull as many arrows as she could from inside the store, but stopped when she heard a noise. Turning around quickly, she found herself looking into the deep blue eyes of an old friend, "Wow, that was amazing Rarity! They were all like, 'grrr!' and you were like 'Whizz, ' and Whoos, and 'I don't miss!"

"Pinkie Pie, when did you ge-"

Rarity never had a chance to ask as the pink mare quickly bounced back into another series of comments, "and then you just went, 'aint no thing' and then 'watch me be awesome' and then 'ready for another fight'." Panting, Pinkie finished off with, "I never knew you knew how to fire an arrow."

Rarity let out a giggle as she put the bow away, "Well, Pinkie dear, I have always had a fascination with the art of archery," she said, pushing her hand through her hair. "The way the arrow flies, the grace of pulling back and firing, the rush of air as the arrow is launched, and the beauty of the sport. Next to fencing, its my favorite sport to enjoy. Far more than those oafish hoofball games Applejack and Dash get into. But, Pinkie, weren't you supposed to be helping with Fluttershy."

"Yeah, I was," Pinkie said, nodding. "I was able to find most of the ponies that were around the city, and I led them to a shelter. Fluttershy is watching them now, and I mainly came to get you," Pinkie said.

Rarity raised an eyebrow at this, "Why?"

"Applejack's surrounded by bad guys and we need your help!" Pinkie screamed as she grabbed Rarity by the arm and pulled her away.

"What?" Rarity screamed as she was pulled away.

As the two ponies ran off towards their friend, they were unaware of Demintia watching from above. A cruel smile crossed her lips as she watched them leave,and then turned her head towards the direction where Fluttershy led the other civilians. Closing her hand into a fist she let out a chuckle as she flew off. While in the air, she could feel a pain in her heart as the realization of what she was going to do began to wash over her, "Those are kids down there. Children. I-I can't kill them. I won't...I'll just kill the parents and that's it." she thought to herself as she honed in on Fluttershy.

Fluttershy was unaware of the approaching general as she helped the last little colt into the shelter. She smiled softly as she saw the group of Unicornians and Equestrians cuddlng together, keeping themselves safe. This warm feeling of helping others was ashed when she saw their horrified looks and turned around. Her jaw dropped and eyes widened in terror as she saw Dementia floating in the air before her, landing slowly, "D-D-Dementia."

As she heard the squeak from the pegasus, Dementia let out a small chuckle, "Oh, and what do we have here? The weak little pegasus all alone and unprotected," the white unicorn said, laughing with her hand to her lips. A cruel smirk came across her lips while she looked over Fluttershy's shoulder and into the shelter, "I tell you what, back away from the little civilians, and I won't hurt you. Hey...I won't even touch the children, what do you say?"

Fluttershy trembled as she took a step back, fear in her eyes. Turning to look back at the ponies in the shelter, she narrowed her eyes in determination and turned to look into Dementia's eyes, "No, I won't run away."

"What?" Dementia asked, taking a step back.

"I said I won't run away from here. I will protect these ponies no matter what," Fluttershy said.

"So, you intend to fight me?" Dementia said, bursting out into laughter, "HAHAHA, oh that is rich. The wea-"

Fluttershy interrupted with a firm, "I didn't say I would fight you. I just said I won't run, and I won't let you hurt these ponies either."

"Oh, that is rich, and I suppose you won't hurt me either?" at Fluttershy's nod, the general asked, "What kind of fighting style is that?"

"Fighting without fighting," Fluttershy said plainly as she closed her eyes and began to breath slowly.

"Oh,ain't that impressive. To bad its going to fail though!" With a loud yell, she charged at Fluttershy.

The yellow pegasus did not move as the white unicorn came closer, instead continued to breathe slowly. Her time with the animals, taking care of them, and nuturing the sick ones taught her many things. Chief among these was to wait and not to move suddenly, instead let the animal come to you. She also learned to look for signs when an animal might attack, to be sure when its ok to move closer, and when to not move. All of these lessons came into ploy as Fluttershy quickly moved to the side of the first punch delivered from Dementia. Dementia opened her eyes in shock at the quick dodge from the pegasus and tried to hit Fluttershy with a hook, but again the mare dodged the blow effortlessly. With a growl of frustration, Dementia began to deliver punch and kick at the young pegasus. Each move found itself missing its intended target.

Every blow, every attack, and every strike was dodged by Fluttershy as she began to lead Dementia away from the ponies in the shelter. As the civilians watched the battle in awe, they would later describe the fight as if a giant were trying to catch a little butterfly and failing horribly. Fluttershy continue to nimbly weave and dodge each attack from her opponent. When Dementia hit a wall, she growled, "Why?"

"Hmmm?" Fluttershy asked, flying over a kick.

"Why do you care about them? The Unicornians? Didn't they take everything from you? Isn't your life hell now thanks to what that one stallion did to you? Don't you want revenge on all of them for what they did to Equestria?" Dementia asked, watching as her punch was blocked by Fluttershy's hand.

Fluttershy stepped back and ran a finger through her hair, "No, I don't. I would never want anypony dead. No matter what they may have done to me, because I believe they all deserve a chance at life."

"No, they don't! They just see you as worthless beings who deserve nothing but scorn and hate. They despise you and see you as anything less than ponies. You are worthless to them!" Dementia screamed as she punched at Flutterhsy twice, panting from her exertion. "How can you care?"

"Because I believe everyone deserves a chance," Fluttershy began as a punch came at her. "Even you."

Dementia stopped her punch an inch from Fluttershy's nose, "You're wasting your time on that. Didn't you hear from Starfleet? I don't have a heart."

The next few words struck at Dementia, "I don't believe that. You have a heart."

As these words went through Dementia, she began to step back, "H-how can you say that?"

"Because," Fluttershy said, taking a slow step forward. "You feel. You get angry, you can hate, and you want. If you didn't have a heart, you wouldn't do these things."

"N-no, you're wrong. You're lying," Dementia yelled, feeling something hot roll down her cheeks.

"Then why are you crying?" Fluttershy said, wiping a tear from Dementia's cheek. "Why did you tell me you wouldn't kill the children. People who don't have hearts wouldn't do this, but you do. You feel, you care, and you can cry. I think you have a heart deep inside, you just don't know it yet.

Dementia began to back away, shaking, "N-no. No, no, no, no! You're wrong!" She took a look into Fluttershy's light blue eyes and began to back away. "What are you? What are you?! Stay away, just stay away."

"Please," Fluttershy said, walking closer. "Come with me, give up."

"NO!" Screamed Dementia as she quickly flew away.

Fluttershy breathed a sigh of relief as Dementia left. Turning around, she blushed in embarrassment when the cheers from the crowd arose behind her. She wanted to try and quell it, but a call on her comm interrupted her, "Y-yes?"

"Fluttershy, hate to interrupt you from-"

"Rarity, Ah'm fine now-OW!" Applejack yelled from the other end.

"No you're not, not Let Pinkie Dress your wounds," Rarity said, "As I was saying, darling. We need you to meet us at the fountain, Applejack has been badly hurt and needs-"

"What Ah need is new friends," Applejack said.

Pinkie called out dejectedly, "You don't mean that."

"Help. We have been trying our best, but we lack your expertise," Rarity said. "Come as soon as you can."

Fluttershy nodded and turned off her comm, "Um excuse me. Would any of you mind if you keep an eye on the civilians for me?"

A mare and a stallion stepped forward, "MY name is Blaze wing, and I'll keep an eye on everyone."

The stallion, an unuicornian, walked forward, "I'll help too."

Fluttershy nodded, "Thank you." she said taking off. She did not have the pleasure of hearing the conversation following.

"Um, Blaze?" the unicoranian said, "Listen. I have been kind of admiring you for a while and I was wondering if you would mind, after the fight, to-"

"Yes," Blaze said, with a smile. "I would love to."

---

Rainbow Dash let out a small grunt of exertion as she dodged another rock that was thrown from the griffons. She could feel herself getting tired, her wings straining with the effort of flying at top speed for over thirty minutes. Taking a quick glance over her shoulder, her eyes spotted the gaggle of five griffons that were following close behind her. With a quick flick of her head, she looked at small flat top building, and made her way to land on it. After landing, she cracked her neck side to side as the griffons began to surround her, "Ok, see here is the difference between me and you guys. I am still full of pep and energy from that little work out back there. You, on the other hand, aren't," she smirked at the circle, watching as they panted from the chase. "So, I am going to be nice today. I am gonna give one of you the first chance to attack me. The first one will get the glory of taking on the best pegasus out of Cloudsdale. So, what do ya say, who wants to dance?"

A black griffon growled as he charged at Rainbow Dash, his claws extended and aimed at her throat. The cyan mare moved so fast that she created an after-image before the attack could connect with her. Smirking, she drove her knee into the bird's stomach causing him to back up in pain. As he held his stomach, Rainbow Dash uppercutted his chin and exposed his neck to her elbow. Before he could catch his breath, Rainbow Dash back kicked him in the chest and sent him flying. Jumping in place for a few moments, Rainbow Dash cricked her neck, "Ok. So that was a little unfair. He barely had a chance. So, how about this?" she then picked up a can in her right hand and smiled, "When this can hits the ground, you can all come at me at once. Deal?"

As the griffons nodded in agreement, the mare with the prismatic mane threw the can as hard as she could high into the sky. While they were distracted by the sight, Rainbow Dash charged at two of them before they could see her and drove her elbows deep into their skulls. She then vaulted over the back of the fallen griffon and double kicked him in the chest. Running over to the third one, she delivered a flurry of quick blows into griffon's stomach. Before the can could hit the ground, Rainbow Dash delivered a flurry punches into the body of the last one, before running back to her starting position as the can hit the ground, "Ok, now you can attack."

The sports mare let out a hearty laugh as she looked at her fallen opponents, "See, this is why you guys fail. You need an army to take me down!" She said, as more griffons began to land onto the building, surrounding her. "Ok, Ok...that might be enough. Shame," she said, blowing on her knuckles before holding up her fists in a fighting stance, "Your friends got off light."

The griffons all charged at Rainbow Dash, claws and teeth bared. Moving quickly, Rainbow took out three with an uppercut, elbow, and roundhouse. One griffon dug its claws deep into Dash's back, causing her to yell in pain. With a yell of pain, she slammed her elbow into the face of her attacker, before roundhousing one that attacked from her right. Blocking one griffon's punch, she backhanded one behind her and uppercutted the one in front. Jumping, she did a double snap kick into one front of her; however, as she landed, a griffon slashed at her thigh and caused her to fall to the ground.

Rolling out of the way of one of their kicks to her gut, she quickly sprung to her feet. This gave on of the chance to uppercut her jaw, but his follow through was blocked by Rainbow Dash. The mare then dug her knee into his gut and side-kicked one to her left.

A roar from the sky distracted the ruble going on the rooftop, "BACK AWAY FROM HER!" screeched the voice from above as she flew into the middle of the fight, clawing one of the griffon's necks as she landed. The griffon then slashed another one's gut, and then kicked the last one into the stomach.

As Rainbow Dash watched the griffon fight, she smiled, "Hey, thanks for the save-" she paused as she caught a glimpse of the griffon's light purple tipped feathers on top of her head. "GILDA? What are you doing here?"

Straightening up her flight jacket, Gilda looked over shoulder at Rainbow Dash, "Saving your life, dweeb. What's it look like."

All animosity was forgotten as she braced her back against Gilda, "Thanks, not that I needed the help, loser." she said, chuckling before punching and kicking a few griffons that attacked her.

Gilda could only smile as she clawed the eyes out of one attacking griffon soldier. Quickly, she clawed through the necks and eyes of a few soldiers, even biting one on the shoulder, "You know this reminds me of a brawl we one time had."

"Would that be, 'booyeah we finally got out of Flight camp?' brawl or the 'Last Ride' brawl?" Dash asked with a smile.

Gilda blocked a punch and uppercutted in retaliation, "The flight camp brawl." she replied with a smile. Taking a look around as more griffons and pegasi started to land on the rooftop, she asked, "Hey Dash, wanna take this to the streets?"

"Why? We're fine here!" Dash said, punching one pegasus in the head.

"Yeah, but we're getting swamped up here, we cn't take them all!" Gilda commented, looking around.

"Fine! See down below," she then took off, leaping over the edge, followed quickly by her Griffon friend.

As they began to land, Applejack's voice could be heard over the comm, "Rainbow Dash, you need to meet us at-Ow! Fluttershy!"

"Sorry, but if you keep moving you are going to open up some of your stitches," Fluttershy said.

"Anyway, regroup with us back at Morning Glory memorial fountain. We need to think of a new strategy," Applejack said.

Dash landed and looked at the swarm of Boars, Griffons, and various ponies in front of her, "Sure thing, be there in a few secs." and with that she turned off her comm. "I am gonna run it."

"You sure?" Gilda asked, looking at Dash. "Becoming two legged didn't slow you down any?"

"Watch me," Dash said with confidence.

"Ok" Gilda said as Dash got into a running stance. "Here's how it's going to work. You bum rush them, I'll keep the fliers off your back. Got it?" At Dash's nodding, Gilda flew up and smirked, "Now, Run Dashie Run!"

In a flash, Rainbow Dash became a blue blur as she ran into the group. Gilda flew above her, keeping pace as she began to slash and bite at the airborne opponents that tried to get at Dash. On the ground, Dash began to bob and weave past the various opponents that tried to attack her. At some points, she took to the sky as she jumped over others, while some she slid under while not losing a bit of her momentum. Beads of sweat poured down slowly across her face as she ran past every opponent that even thought they could slow her down. She let out a chuckle as she cleared the group of soldiers and caught up with friends, "Hey guys," she panted.

"Slowing down sugarcube? That took ya ten seconds," Applejack asked, wincing at her movement.

Looking up, Dash let out a grumble, "Hey, you try running through an army and see-" she paused as she saw Applejack's bandages covering her body, "Oh dear Celestia. What happened to you?!"

"It's fine, just met up with some nasty competition," Applejack said, holding up her hand. Then she turned to the sound of a person landing, and then looked at the griffon next to Rainbow Dash, "Hey, aint ya that Griffon who came to Ponyville a few years back?"

Gilda nodded, "Yeah, I am. I'm here to help you guys, and I know that ya-"

Applejack interrupted, "Good, need all the help we can get. We'll work out the forgiveness later. Right now, we need to focus on our resources. How's Starfleet?"

"Not good," Fluttershy said, looking down at the fallen five. "Pinkie Pie was able to bring them here, but they are badly hurt."

"They still breathing?" Applejack asked. At Fluttershy's nodding, she positioned herself to look at the group. "Just bucking great! We're down six, outnumbered, and the main bad guy hasn't even shown up yet."

"Oh dear, what are we going to do?" Rarity asked.

Pinkie Pie walked around, "Oh, if only we had the entire group in one area, then we can beat them one at a time!"

"Pinkie, you're brilliant!" Applejack shouted with a smile.

Pinkie Pie giggled, "Well, momma always said I had the brains. What did I figure out?"

"Rares, do ya think you can fuse gems together into a dome?" Applejack asked.

"If I a had enough gems to try, yes," Rarity said.

"Pinkie, Rarity is going to use her gem locator to find as many gems as she can. Ah want you to collect them," Applejack order, watching her pink friend nod. Looking at Fluttershy, she smirked, "Fluttershy, Ah heard they got some impressive animals back at a zoo nearby. You and Ah are gonn-"

"No!" Dash argued. "You're too badly hurt!"

"Oh, hey there pot," Applejack snarked. "How many times have you been active despite ponies telling you no?"

Fluttershy stared straight into Applejack's eyes, "You are staying here!"

Applejack found herself wilting under Fluttershy's gaze, "Fine. You get the animals from the zoo, and bottle neck the idiots towards the park. Rainbow Dash, Gilda? You two handle the fliers, trick as many as you can to follow you."

"Got it," Dash said, giving Gilda a high five.

"This is going to be tough for all of you, but do me one favor," Applejack said, looking at the group of friends before her. "Don't you go and die on me!"

---

A griffon sat down on the sidewalk, leaning against the wall of a building, "Hey, Kevlar."

"Yeah?" the boar asked, drinking some water from a canteen as he looked on the destruction and bloodshed that littered Vanhoover.

"You think the boss is doing this wrong? I mean, do we have to kill so many ponies to take over this town?" asked the griffon, before standing up. "Isn't there a better way than all of this killing?"

"We are warriors, Geth. We fight, we kill, and we make war. Its what we do," Kevlar said, stretching.

"Yeah, against other warriors and ponies who cna fight back. These are innocents, they can't fight. When I signed up, I thought we were going to war with the best of United Equestria's soldiers, but the two past missions have us going on massacres!" Geth shouted. " I want to fight something that can give me a challenge. I want a war! I want to fight-"

" A crash of Rhinos?" asked Kevlar trembling as he began to back away.

Geth nodded, looking back at the red boar "Yeah, something lik-SWEET MERCIFUL MAGNUS!" the cheetah-eagle hybrid screeched as watched in horror at the stampeding Rhino. Quickly turning around, he took off and flew away from the stampede along with his boar friend.

At the head of the Rhino stampede, Fluttershy lowered herself to the head of the group, "Remember, Brunhilda, just lead them into the park. Try not to stomp them, please." As the Rhino nodded and winked at her, the yellow pegasus flew to the other creature forcing the army away, " and as for you Basil."

The large four legged snake creature turned his head and let out a hiss that sounded strangely like, "Yes?"

Fluttershy stared down at the Basilisk and looked straight into his eyes, "Remember, no eating, no crushing, and no stones. You are to just lead them to the park, understand?" a soft smile came to her lips as she watched the Basilisk walk away. Fluttershy mae a mental note to talk to Celestia about keeping giant monsters in zoos.

Elsewhere, Pinkie Pie ran to Rarity's side carrying a basket of gems on her back. With a small grunt, she placed them onto the pile of gems in front of Rarity, "There we are, the last of them. Just like you said where they were Rare-bear! Some of them were on some ponie-"

Rarity stopped Pinkie with a hoof and hugged her, "I know dear. I figured that some of these gems would be on dead ponies. I am sorry you had to do that, but for this to work, I need all of the gems." Turning her head to the towering mountain in front of her, she began to breathe slowly. The mountain of gems began to glow in unison with Rarity's horn as it ignited with its light blue glow.

"Rarity, whatever you're planning on doing, do it now. Me and Gilda don't know how much longer we can keep the fliers corralled," Rainbow called over her comm.

"Where are the generals?" Rarity asked.

"Can't see them, maybe they retreated," Dash commented.

"Look, doesn't matter. We can handle them when the time comes," Applejack said over the comm. "Right now, we need to hold these varmints somewhere safe. Rarity, that's your cue!"

Nodding, Rarity made her horn glow brighter and sent the gems flying off into the distance, "Time to be fabulous, my lovelies."

At the park, several of the soldiers all stopped to collect their breath after being chased by several large animals and one monster. Sweat beading down their foreheads from their running, they found places to sit and try to breathe slowly. That was when a blue light passed by the eyes of a griffon, "Hey, what-" he was interrupted by another light wizzing past him. This light was followed by another light, followed by another and another. Soon millions points of light began to pass by the group of soldiers.

"Hey, wait a minute," said a boar, his eyes wide as he watched the gems began to form a line in front of him. "They're closing us in!" he shouted to the shock and fear of the group around him. In fear and rage, they began to charge at the slowly forming barrier, each attempt stopped by a passing gem or a strong cloth.

"Amazing!" Dash said, landing next to Rarity as her horn glowed brighter.

"Thank you, Rainbow Dash," Rarity said, her fingers and hands now glowing with the same blue as her horn.

"But, aren't you worried about having enough, or them breaking through?" Fluttershy asked.

The white unicorn mare smiled as she heard her friend's question, "That is why I pulled out several pieces of cloth from the clothing stores while Pinkie searched for the gems. I then enchanted the cloth with a 'hardening' spell that I have been using in some of the dresses I make. As for breaking through," Rarity let out a grunt as a boar tried to ram through the barrier, but was bounced back. "Diamond is the strongest mineral on Equestria...they would have to be an alicorn to break it."

"Wow, awesome Rarity!" Rainbow Dash said, resisting the urge to high five her friend.

"Thank you my dear, now if you excuse me," Rarity grunted, closing her hands together to finish the large dome that formed from her work. The gem dome stood over the park, holding the army inside.

"Bravo, bravo, bra-freaking-vo! I congratulate you brave ponies of harmony," Conquest's voice echoed throughout the town.

"So, you must be Dark Conquest," Applejack said, looking around the city as she laid on the ground.

"A pleasure, dear Applejack. But, I feel like I am being rude, allow me a second," he said as a large illusionary projection appeared in the sky. The black allicorn stared into the screen for a moment before backing up, "Hello, my dear little ponies! And how has life been treating you? Horribly I suspect? Well, hold onto your hooves because it's about to get worst!"

The bearers of Harmony watched as the screen flashed to show a city in flames, "Oh my," Fluttershy said, holding onto Rainbow Dash's arm.

Pinkie fell to her knees, "W-wait, isn't that-"

"New Horn Kong, yes," chuckled Conquest as he turned the image back to him. "See, I knew that you ponies would fight to protect this little city the moment you heard that I was attacking it. So, I sent my generals and a small contingent of my forces to attack here and devastate the city. Then, about five hours ago, I took the rest of my forces and attacked the city. Now...it belongs to me."

"Bastard!" Applejack said, punching the wall.

"I take offense to that. I always thought of myself as an ahole," chuckled the alicorn. "Now, don't worry about the town. I am making this my secondary base of operations, and I promise I will take good care of it. Everyone here will either be forced into service by me and my soldiers, or put put into slave camps to help make me weapons for my army."

Lighting, who was slowly getting back up, said, "You won't get away with this. I will stop you, somehow. We are going to-"

"Wait, stop the hero speech. I know what you are going to say, and let me say that I have a barrier over the city that will stop all your pathetic little attempts to break in," smirked Conquest.

"Wouldn't anyway. Its Starfleet's rules that we don't start a fight, we merely end them. We would never launch an assault against an enemy base like you would," said Lighting, much to the rage of the others.

"Aw, that is so sweet. I am very proud of your chivalry. As a matter of fact, let me reward that with a present," with a bow, Conquest pulled back a black tarp to reveal a blue unicorn chained to a wall.

"Cookie dough!" shouted Buddy, as he began to step forward, but was stopped by Applejack.

"Oh, is that his name? I am surprised you remember him, because it seems to me that once he became useless to you, you...forgot him," Conquest said as he walked to Cookie Dough and rubbed the unicorn's chin. "He had a wife and child you know, a newborn. Not that you would care, you Unicornians have this nasty habit of forgetting former friends once they become unimportant to you."

"He is impor-" Lioghting began, but Applejack interrupted him.

"Wait, shouldn't that be 'has a wife and son?" Applejack said, before holding her hand to her face in horror.

"No, it's had a wife and son. Trust me, I was there," Conquest laughed.

"Monster! Do you just like killing innocent people instead fighting real challenges?" Rainbow Dash yelled, stepping forward.

Conquest smiled as he could feel Rainbow Dash's anger rise, "Oh, I love it. Besides, I've yet to meet a real challenge."

Artie looked at his old friend and shuddered, "W-what are you planning on doing to Cookie, sir Conquest. You do not need to kill him."

"Oh, but I do," Conquest chuckled. "I have to kill him, because its how I get turned on. Besides, the chance to hear you scream out his name as I do this, is too much of a temptation to pass up."

"NO!" Shouted Lighitng as he reached out for his friend, but only watched in horror as Conquest ran his hand deep into Cookie's chest.

"H-help me," whimpered the blue unicorn.

"Yo think he would be happier at this," Conquest said without a hint of remorse in his voice. "I am giving him a chance to see his wife and kid again." The black alicorn laughed as he pulled his hand out of Cookie's chest and then began to claw and slash at the unicorn's dying body, laughing in time with the dying screams of the unicorn. "I hope you finish watching, because this is going to be you later. Oh, and I am teleporting your prisoners back to me. Can't lose this early in the game can we?" he then began to laugh loudly, its tone sound like it came from the pits of hell itself.

The bearers and Starfleet stood in the broken ciry, looking on with vairous looks on their faces. Fear, depression, anger, and a need for revenge all appeared on their faces.

---

"Well, how is she?" Rainbow Dash asked Dr. Penny Scillion as she watched her come out from the med room. It had been three hours since they had went to Canterlot to heal their wounds and now the bearers of harmony were waiting outside the room to await news of Applejack's condition.

"Well, she need a lot of stitches and a splint, but right now she is doing fine. We needed a blood transfusion," she stepped back as the bearers all held out their arms to give her their blood. " don't worry, we had plenty of her blood type in stock. But, for right now, she's stable."

"What about her wings?" asked Fluttershy.

Penny sighed and took off her glasses to wipe them, "They were ripped off pretty badly, and the boar was througough when he did it. I'm afraid there is nothing we can do now. She is back to being an earth pony now, and I'm afraid we can not give her wings back."

Dash smirked, "At least she's alive. She hated having those wings anyway." and with that she walked away. "When she wakes up, let her know we visited."

Penny nodded and watched as the bearers walked away. As the group of four walked away from the med room and past the hallway that led to the throne room, they could overhear shouting, "You can't be serious!"

"Hey, that sounds like Gilda!" Pinkie said, skipping to the doors.

"She must be talking about her proposal to Grand Ruler and Celestia," Rarity said, as they leaned against the door.

"I am sorry about this, miss Gilda," Celestia's voice could be overheard in the echo. "But my husband is very-"

"Stupid!" Gilda shouted. "Look, I am just proposing an alliance between my gaggle and your nation! Not all griffons were ready to sign up with Conquest, hell a lot of us wanted to stand on our own without help from the ahole. Most of us are disgusted with what is going on and want to help our neighbors in the war."

"For the last time, Gilda, we will stand on our own! We have Starfleet, and that is all we need. We do not need your help or any other nations," Grand Ruler said, shaking his head.

"No one stands alone," Gilda said simply.

"What do you know, you are not a pony. You are ust a griffon like the others. We ponies have been able to win in the past few wars before and we will do so again. Now, go," Grand Ruler said.

Gilda raised her claw to object, but saw the look in his eyes. With a frustrated growl, she turned and stormed out of the throne room, passing by the bearers as she did. Rarity touched Rainbow Dash's arm and nodded to the griffon. With a confirming nod, Rainbow Dash flew towards her old friend, "Hey Gilda. Sorry that Grand ruler is such an ahole."

"Really? Didn't notice, " Gilda snarked. "What do you want?"

"I want you to live with me for a bit," Rainbow Dash said, flying alongside her firend.

"Didn't you hear them, they don't want me here," Gilda objected, before feeling a hand on her shoulder.

"I don't care! I want you here," Dash said, looking into the eyes of her friend. "I don't want Gilda the fighter, the bully, or anything like that. I want Gilda my friend"

Gilda looked to her friend's hand and then back into her friend's magenta eyes, "Something. I'll be there tonight."

True to her word, Gilda made her way to Rainbow Dash's house that night. Her eyes widened at the sight of the pad that her friend had made for herself, "Wow Dash," the griffon said as she walked inside. "When you decided to live on your own, you really amped it up."

"Yeah, what can I say," Dash shrugged as she led Gilda into the living room of her house, taking some of her friends bags, "when I live, I live big. Oh, and don't trip on Tank!"

Gilda arched an eyebrow at this and felt a nudge on her leg. Looking down, she found a tortoise nuzzling her leg and looking up at her with a smile. The lion hybrid smiled and patted the terrapins head before walking to the kitchen, "Hey, got anything to drink?"

"Yeah, got some apple family cider in there," ash said. "The hard stuff too."

Gilda went to the fridge and pulled out two cans. After walking back and popping her can open, she looked to her friend, "So, I saw a ring on Flutters' finger. So I guess you finally stopped b eating around the bush and finally told that gal how you feel."

"That ring isn't mine. I didn't purpose," Dash dismissed with a sad sigh, popping her can open and taking a slow drink.

Gilda spat out what she was drinking as she sat down, "Wait, what?! You mean, Rainbow Frakkin Dash, the most brash and arrogant pegasus around, hasn't told Fluttershy how she felt? And let someone else marry her? Who was it? That marshmallow? The pink one?"

"The unicornian, Rhymey," growled Dash as she took off her shorts and sat next to her friend.

"And not even married to an Equestrian," Gilda shook her head. Slowly she took another drink, "I can't believe this! You take on dragons like nothing, make sonic booms, and you can't even tell the mare that you love your feelings? You have loved that mare since puberty! You told me that you have had wet dreams about her, she was your first wet dream!"

"Hey, don't tlk to me about nervousness," Dash said, taking a quick drink of her booze. "I remember on our first bar hop together. You were all like 'Dashie, we're sixteen. Are you sure we should be doing this?' 'Dashie, we should head back.' I was the one pretending to be drunk in order to mess with those pedos, remember."

"My point exactly!" Gilda said. "You should be married and considering adopting by now."

"It isn't that simple. What if she didn't feel the same way? I couldn't risk my friendship like that. What if it created a riff and ruined our harmony, and we couldn't fight together. Then we couldn't protect twi-Equestria," Dash said. With a sigh, she looked to her window, "Besides, its all useless anyway. She's married now."

"Does she love him?" Gilda asked.

"Well, they're married so-"

"Doesn't matter. Does she love him?" Gilda asked.

Rainbow Dash looked away for a moment and then sighed, "ITs complicated. The stallion that is with her right now, was different than when they were dating."

"Then all the more reason for you to step in, sweep her off her feet, and show her there's something better," Gilda said, crunching her empty can on her forehead.

"And what if they work it out? What if she is really determined to fix things? I can't just tell her I love you. She shouldn't be forced to chose between her vows and me, no matter how I feel. It would," she shuddered, "destroy her. I can't do that to her."

Gilda walked away and then back with another can, "So, you just going to wait."

Rainbow ash nodded her head and drank a little more. With a groan she looked up to the ceiling and said, "What are we doing? Sitting here and moping over lost loves like a couple of sissy teens. One of my best friends is here now. I say, let's pop open a few brews and talk over everything that's been going on in our lives lately."

"I'll drink to that!" Gilda said, chugging her current drink.

---

A cream coated mare with a candy cutie mark looked down at the small group of refugees that had taken up residence in her home. She smiled softly and shook her head, letting her two toned mane bounce along with her shake as she began to walk up her stairs. With a straightening up of her apron, she called out, "You know Lyra. I hope Trixie is right and her family can find a home soon. I don't know how mu-" the mare stopped as she watched her wife put on a black robe. "Oh no, please don't tell me."

Lyra, a mint green unicorn, sighed and nodded, "Yeah, just got the call from Trixie. She they're ready for me to join up with them. I'm sorry Bon-Bon.

"It's all right," Bon-Bon said, walking to her lover and taking her by the hand. "Its your duty, I can understand that."

"You ok with me being a member of Luna's rebellion?" Lyra asked, her golden eyes looking into Bon-Bon's blue.

Bon-Bon smiled and ran her hand through Lyra's green and white mane, "Hey, Sweetie-drops remember," she said, pointing to herself. "Former monster hunter an all that?

"Yeah, I know," giggled Lyra as she kissed Bon-Bon on the lips gently.

"Now go, save the world and bring Equestria back to what it was," Bon-Bon said, tilting her head to the window. "Then maybe, we can admit to being married again. We don't have to hide it anymore."

Lyra nodded and kissed her lover deeply, letting her hand run through the earth pony's blue and pink mane. Her hand ran along her lover's spine, trailing up and down it as their lips continued to dance with each other. Lyra pulled away, "I, uh, better get going before I take an hour longer than I need to."

"Lyra, love," Bon Bon winked seductively, "It would be more like five hours."

Lyra nodded, and quickly left through the window of their bedroom. When she landed, she saw a purple unicorn waiting for her, "Where's Trixie?"

"She's getting Raindrops," Spark said, walking away from the house with LYra in tow. "Apparently there has been some complications."

To emphasise her point, at that moment, a jasmine coated pegasus punched out a member of Starfleet's guard, "So, to reiterate, I am sorry for getting mad and making this harder than it needed to be."

"You broke a guard's arm in several places!" Trixie yelled as she used a magic bolt to daze another guard.

Raindrops ducked under a blade aimed at her head, her light blue mane getting cut, "He laid a hand on Snails. I had to protect my brother."

As Trixie finished the last guard, she growled, "And Luna, our princess and your boss, told us to not make any sudden moves until we were all gathered."

"Yeah, but I couldn't let them take Snails to one of their 'fixing' camps. I know what they do to ponies there," shuddered Raindrops. "I would never let that happen to my brother."

Trixie put her hand on Raindrops shoulder, "Hey, we all know that. Most of us are doing this to save those we care about. Remember the meeting?"

"Hey, I was there when Luna gathered all of us and told us why we were picked," Raindrops said, getting her black cloak. "I also remembered why we need to leave it ll behind. I just," she sighed as she put her cloak's hood over her head, "wish I could tell him."

"Hey, you told Cloud Kicker, that is the important thing. Now, come on," Trixie said, smiling, "Lets go and regroup with the others."

Quickly, Raindrops nodded and ran after her teammate.

---

In Starla's slave quarters, Dementia stood over the sleeping form of the Starfleet member. In her hand, she held a dagger, "That little pegasus is wrong. I don't have a heart," Dementia growled, lifting her dagger above her head, poised to strike. Growling, she looked down at the shivering and whimpering form of her enemy. With a quick thrust, she slammed her dagger into the pillow next to Starla's head. Then, with a soft smile, Dementia ran her hand through the hair of Starla and kissed the unicorn's forehead. The she tucked the Starfleet member in and walked way, muttering to herself, "She's wrong, there's no heart in me...none at all."

---

You know that feeling in you right now? Yeah, you just read 14K words. Congratulate yourself, and have a long drink.

Ok, a lot to talk about this chapter. This chapter, no, the fight with Applejack and the boar was the first indication that I wanted to turn this fic into a published story, rather than just keeping it in my head. Because ti was here, where I felt like it wasn't just a bunch of sex and rape, but an actual story wityh characters, heroes, and everything else that told me to actually write it. That it was more than just a fix fic, but a story I wanted to share with all of you.

Changes: Lyra and Bonbon weren't taking care of anypony at the time and Raindrops didn't have a scene. Who is Raindrops in the show? Well, in the episode with Pinkie Sense, she is the pegasus that helps out Derpy with the delivery. See, I love the Lunaverse and wanted to do a tribute to that. Fluttershy was actually going to kick Dementia's tail, showing how awesome she could be. But I chose to make her a pacifist because I felt that was more in chaacter and made the action unique. Starla was going to get raped by Dementia at least one point, but as I started to make Dementia more and more of a character, I deleted it. Ace Ray was also going to be in the next chapter. Gilda and Rainbow Dash also had a very rough sex scene together, but I cut it out because it didn't flow. The censorship on this one was brutal!

Notes: The transformation seqwuence was added to the story because we never got a proper one for Starfleet. I figured since this is the last time we will see them morph in story, then I will give them one sequence. This will the lst time you see it, sorry. I apologize for not giving Pinkie any love during the war scene, she is just so hard to write a fight for! I mean Rarity, Archer or fencer (the archer was based on a particular fanart that I love) AJ hand to hand, Dash speed, Fluttershy fighting wihtout fighting, and Twilight is magic. Pinkie, the closest I got is Jackie Chan!

Next time: we are going to slow down as we check in on Rarity. Why was she sick this morning...;)

Ps. I know, Mykan is uploading season five of Starfleet as we speak...irony huh? Don't worry, nothing there happens here.