Before the group had gone a comfortable distance from the Coliseum, a loud, pained shriek came from the behind them. Valor turned to find several surviving Flyers rushing at them, picking up a surprising amount of speed with their beyond broken bodies. A cone seemed to be forming around the front-most Flyer.

“Keep moving, they’ll be on us any minute!” He cried up to the horrified pegasi. Dark and Rainbow looked at each other and dashed down to Valor, swiftly picking him up in their hooves. They flew skillfully around the abandoned city, attempting to out maneuver the oncoming horde. The more clumsy Flyers hit into walls and tumbled from the sky leaving just the elite few in the chase.

“Dammit, we just can’t lose them!” Rainbow Dash shouted. She hastily blinked back the tears forming in her eyes caused by their speed

Dark looked back at the Flyer’s still on their tail. “Rainbow! Turn toward the city square! I got an idea!” He screamed to the mare beside him. She flashed him a confused look, but complied. Dark led them weaving in and out of several buildings and stopped behind one, gently lowering Valor to the ground. Behind them they heard the Flyers speed by, still thinking they were chasing the trio. Rainbow Dash stood beside Valor and Dark, her mouth wide open in disbelief.

Before them stood what appeared to be a basecamp. Earth ponies and unicorns walked freely among the clouds, weapons strapped to their sides. Several tent like structures were erected, revealing cots, tables and other supplies the ponies brought along.

“We have one chance to do this right. It won’t be long until they come back. You two, stay in the shadows.” Dark stared at both of them as he relayed his message. He suddenly turned and began walking into the camp.

“Wait, what the hell are…” Valor began to shout but Rainbow Dash quickly covered his mouth with her hooves.

“It’s an old Cloudsdale military tactic.” She reassured him. “One pegasus distracts the camp while the remaining army rushes in. That way we have the element of surprise. The only thing is we don’t have an… Oh shit.”

“Rainbow what’s wrong?”

“He’s gonna use the Flyer horde as an army. Celestia knows how long it’ll take for them to find us! Valor, you have to get him back here!” She grabbed his shoulders tightly. “Please. I’m not losing anypony else.”

Valor galloped to the camp, attempting to blend in. He stopped when he saw Dark surrounded by a circle of various coloured ponies. Dark snarled and hunched in an attack position, ready to kill anyone that came close to him. “Crap.” Valor muttered to himself. The ponies moved in slowly, equipping nets just in case Dark attempted to take off.

In a flash, one pony leapt forward, a small knife in his mouth. He swung it randomly, grazing Dark Lightning’s side. The pegasus replied with a quick head-butt, knocking the pony to the ground with a thump. He began to rise to his hooves but stopped when he saw Dark pointing the same knife directly at his throat. Hate filled the pegasus’ eyes. The idea of getting even the slightest bit of revenge was incredibly appealing.

The other ponies understood the situation and maneuvered themselves slightly, preparing for an all-out slaughter. A unicorn standing in Dark’s blind spot winked at the ponies standing opposite him. A slight purple glow emanated from her horn. Several ponies prepared themselves to reach for their weapons and gave the unicorn a signal to proceed.

“What the fuck is going on here?” Dark Lightning and the other ponies stopped what they were doing and looked toward the source of the outburst. Officer Valor stood with a confident face. Underneath, he was horrified and entirely unsure how he’d get Dark out of this. Don’t screw this up. You do and you’re both dead.

“He’s on our side!” Valor shouted again to the group of ponies. Dark watched as they all backed away warily. Valor took the opportunity to rush forward toward them.

“This pegasus was our inside man. How else do you think we knew where the pegasi were hiding out? This guy’s a damn hero!” Valor stared down the ponies that circled around Dark. They stood up, abandoning their attack positions and put back the weapons they clasped in their teeth. Dark tucked the knife under a wing and pushed away the pony he held hostage.

He stepped through the circle and approached Valor, glaring at his savior intensely. “I told you to stay back.” He whispered.

“The Flyer’s will be here soon. We can’t have lost them for long.” Valor replied quietly, trying not to draw anymore unnecessary attention.

“Then leave! You and Rainbow can sneak around the camp and get out of here. I can wait for the Flyers and zip out clean.” Dark looked around him briefly to see the ponies disperse. They spoke to each other and eyed the pair carefully. “Thanks to you stopping me, it isn’t safe for either of us now.”

A unicorn walked over to them, interrupting their dispute. “She wants to see you two.” He said to them. They exchanged looks and followed the unicorn along the camp. They passed a medical tent and looked in briefly. Several badly hurt ponies were lying on cots getting patched up by a single nurse. She spotted Valor and Dark and quickly shut the tents flap.

The unicorn walked to one of the cloud buildings and opened the door. He ushered Dark and Valor in and closed the door behind them. “Please, come in!” A singsong voice called out to the bewildered pair. They slowly walked into a large room with a massive desk in the middle. A leather swivel chair stood behind the desk facing the opposite direction.

“You know, it’s a real honor to meet the pegasus that made this operation such a success.” The sultry voice said again without revealing its source. Valor and Dark noticed two hulking earth ponies standing by the doorway they entered. They both had matching rock cutie marks and sledgehammers gripped in their jaws. Ok, looks like escape may be a problem. Valor thought, sensing his plan collapsing underneath him.

“Look Miss, we’re really sorry about this. My friend and I were just trying to get out of Cloudsdale. He’s not infected at all, you can check him.” Valor began, motioning to the furious Dark. “Please if you’ll let us, we’ll be on our way. We have no intention of harming you or your… operations.”

“Miss? Oh no, no, no, no, no.” The chair swiveled back to face them. “Please. Call me the Mayor.”

Rainbow Dash stood in the shadow of the building and stared at the camp, hoping to catch a glimpse of Valor or Dark. She silently cursed herself for letting Dark go so easily and for telling Valor to go after him. It should have been her. She should have at least gone with them. Or floated above on a cloud or something! Celestia knows what’s happening now.

Rainbow Dash sat on her flank and waited, hoping everything was all right.

The hulking ponies in the back slammed their hammers on the ground, blocking the exit. Valor and Dark jumped at the sound and exchanged glances uneasily. The mare sat before them, placing her hooves on the desk. Her blue eyes pierced Valor and Dark who could do nothing but listen. “You two have quite the gall to come to my camp. And then to lie to my brothers? My Celestia, you two are quite the remarkable duo.” She pushed herself back into the chair, making it squeak a little. Valor turned to Dark whose red eyes fiercely glowered at the Mayor.

“Tell me why I shouldn’t have Rock and Roll kill you two right now?” She motioned to the massive ponies who hadn’t moved since they slammed their weapons down. A wicked smile crossed her face.

“You try anything and I’ll kill all three of you.” Dark growled back at the Mayor. Valor felt sweat form on his brow. He realized diplomacy had failed. They only way out now it seemed was to fight. His mind raced, trying to form a plan of attack.

The smile faded quickly on the Mayors face. “Very funny. Rock, Roll; why don’t you boys bring our friends to the prison balloon. We can deal with them once we’re finished up here.” She waved a hoof at them, as if they were filth and turned her chair away again.

“Lady, you either let us go, or you’ll wish I killed you.” Dark only seemed to get angrier. The look he was giving seemingly could tear through someone. He gritted his teeth together viciously as he spoke, spitting a bit as he did.

The Mayor turned to face them again. “Listen you little shit, do not talk down to me. I’m in charge here!” The Mayor bellowed, hitting her hoof against her chest. “I’m the one with the power! You’re an insignificant little pegasus that just happened to avoid what’s been coming to him.” She was screaming now, her voice filled with rage at the rebellious ponies. She suddenly calmed, “Rock, Roll. Kill them now. Why wait until Ponyville?” The two picked up their sledgehammers and started forward slowly. “Oh! And make it quick. I have places to be.” The Mayor laughed maniacally.

Rainbow Dash could feel that something was wrong. Neither Dark nor Valor had crossed her field of view since they entered the camp. Maybe they were caught. She found herself thinking. I killed them… She couldn’t stop thinking the worst. It was her fault again. More ponies were dead because of her.

“No.” She quietly said to herself. “Not this time.” Rainbow Dash flew into the air slowly and plotted a course for a rescue. Behind her, she heard the sound of wings approaching.

Before Dark and Valor could turn they were thrown to the ground with a blow of Rock’s sledgehammer. Dark lay on the floor struggling for air, having taken the full brunt of the force. Valor was up almost immediately and charged at the colossal ponies.

Fuck! He thought to himself, rolling out of the way of a swing that seemed to crack the cloud it struck. He hurried to his hooves and ducked under the other sledgehammer that was aimed directly for his head. Within a second, Valor had successfully used his entire body to tackle Rock to the ground. He stomped down on the pony randomly with all his force, first breaking its front leg and then shattering various ribs in its chest. Valor raised his hoof again, but suddenly found that he couldn’t breathe.

The handle of a sledgehammer was pushing deep into his throat, and it seemed to only go deeper. Valor struggled at the handle with his hooves feeling all his strength dissipate. He tried to yell out to Dark who was still feebly trying to rise but all he could muster was a slight gurgle. Roll was laughing as he tightened his grip, preparing to break Valor’s neck with a quick twist. Valor’s vision began to fade to black; his heart slowing down drastically.

Rainbow stopped flapping her wings and landed back on the clouds. The flurry of wings seemed to be getting closer to her. She kept close to the wall and looked beyond it to find the horde of Flyers in the distance, traveling down the alleyway that led toward the camp.

She felt her stomach drop as the throng of flyers approached her rapidly. In panic, she rose in the air and darted away, toward the camp. She had to get Valor and Dark before it was too late. There were far too many Flyers to fight. Even with the U.E.F. on their side, there was no way the battle would last too long. Out of nowhere, a net landed on Rainbow Dash, tearing her from the sky and onto a cloud below.

“Looks like we missed one.” An orange earth pony was standing over her, his mane draped across his eyes. "Don’t worry; I’ll take care of you.” He kicked a hoof against the struggling Rainbow Dash. She felt the air escape her lungs as he kicked her again and again.

“You gotta let me go. The Flyers are coming.” She pleaded weakly, fighting back tears.

“Flyers. Heh, that’s a cute name for `em.” He hardly had finished speaking when a pegasus landed on top of him, biting down viciously on his throat. The pony tried to scream, but found that only gurgling noises escaped his mouth. Rainbow Dash struggled to fly away, but the net was effectively holding her to the ground. Around her she could see the Flyers invading the camp, sending all the ponies into a frenzy.

One shot. Valor thought quickly, as an idea popped into his head. With all the power he had left, he shot his back leg into the crotch of the pony standing behind him. Roll shouted in pain and dropped the sledgehammer to the ground. Valor collapsed to the floor gasping for air. The pain in his throat was extreme, but masked by the adrenaline pumping through his body. With a lunge forward, he brought a hoof to Roll’s snout, dazing him. Valor reared back his hoof and slammed it again into the pony’s face, pushing Roll’s shattered nose bone deep into his brain. Roll stumbled faintly and collapsed to the ground.

The tide seemed to be turning in his favor. Rock was still on the ground, fighting to keep conscious. He groaned weakly in pain as large bruises formed where his ribs were broken; undoubtedly ribs must have punctured his heart or lungs. Roll was dead on the floor, blood pouring from his nostrils. But a sudden kick to the back sent Valor back to the ground again. The adrenaline was wearing off and he could only muster up enough strength to turn around and stare at the Mayor who stood over him, breathing heavily. Her grey mane was disheveled and her blue eyes appeared bloodshot.

“You ignorant little fuck!” She roared at him. “Do you have any idea who you’re fucking with?” She hit Valor across his face with a hoof. Blood began trickling from his snout slowly. “Idid all of this! I made the United Equestrian Front! I led them to slaughter the pegasi! You don’t think I can kill two pathetic ponies like yourselves?” She punched Valor in the face again, sending a spatter of blood on the floor. “I can handle the Flyers, and I can handle – Arghh!”

She screamed in agony as the knife Dark had hidden pierced her back. Dark Lightning smiled grimly at her and bucked the knife deeper into her body. Her body cringed as she felt her insides tearing from the jagged blade. “You’ll live.” Dark practically cooed to her. “But after this, you’ll wish you hadn’t.” He knocked the Mayor’s body to the floor. She squirmed in a pool of blood that formed around her body. Tears were welling up in her eyes as she watched Dark lift Valor up. Dark focused his energy on the Mayor, wincing as a bolt of lightning shot from the cloud walls and struck the knife in the Mayor.

“That’s for my brother.” He said softly, as he and Valor left the building.

Once outside, they could see that the Flyers had finally made their way to the camp. A massive pack poured through the narrow alleyway opening, all headed toward them. Ponies ran about, shouting orders to each other and attempting to control the situation. However, the amount of Flyers was far too much, and they easily broke the defenses the ponies and unicorns were trying to make.

“Valor, we gotta find Rainbow!” Dark shouted to the policepony. They could see the building she was supposed to be near, and saw no trace of the cyan mare. Dark attempted to shoot in and out of tents in hopes of finding her, but found that the Flyers were congesting the sky too much to maneuver safely. Valor called out her name in vain, his cries lost in the cacophony of ponies screaming and dying.

Beside Valor a purple unicorn was tackled to the ground by two Flyers. They savagely bit into his body, spreading a gory mess on the clouds. Valor ran over to kill the Flyers but found the effort pointless. Either way the pony was dead. He turned around hurriedly and used the distraction to look for Rainbow Dash. Over his shoulder he saw the pony raise a hoof weakly, it suddenly being bitten down on by one of the Flyers. The unicorn let out a death scream and then fell silent.

Rainbow was lying in the net, watching a Flyer tear into the remains of the orange pony that had struck her. She gave up flying away and attempted to roll in the net to get as far away as she could. With a push from her wing, she started moving slowly away. In her excitement she failed to look at her surroundings, bumping into a table and knocking over various foodstuffs onto the cloud. With a grunt, the Flyer turned its muzzle away from the dead pony and toward Rainbow Dash.

Blood was dripping from its muzzle, glistening in the afternoon sun. The Flyer chewed on what appeared to be intestines hanging from its open mouth and cocked its head to the side. Rainbow Dash remained as still as possible, her heart racing. The intestines dropped back to the orange corpse as the Flyer unfurled its wings and let out a loud shrieking noise.

Valor brought his hatchet down squarely into the Flyers skull; its lifeless body dropped face first into the orange pony’s opened stomach. He ran to Rainbow Dash and used the hatchet to cut the net open. Rainbow Dash thankfully hugged Valor and looked at him with a small smile.

“Took you long enough.”

Valor and Rainbow Dash met up with Dark Lightning by the edge of the camp. He stomped his hoof forcefully to the ground and caused lightning to strike out randomly at the Flyers nearby. With them incapacitated, he waved for Rainbow and Valor to follow him. The three galloped away from the camp, leaving the chaos behind them. Even after it was out of their field of view, the pained screams of the devoured ponies were heard echoing throughout the abandoned city.

After a long run, they finally saw Valor’s balloon in the distance. Rainbow Dash recognized it immediately and squealed happily. She scooped up Valor and flew toward it, Dark trailing behind them slightly. By the time he got there Valor had already started preparing the balloon for departure.

“It’ll be nice to get some rest on these wings.” Rainbow Dash fluffed her wings out and cracked them. “Hadn’t flown on these babies like that in a while.” Dark laughed and agreed, sitting lazily on his flank. Valor boarded the balloon at last and sent the balloon on a slow journey down to Ponyville. The three enjoyed the sunlight above them and relaxed for the first time since Celestia knows when.

Their relaxation was brought to a halt, however, when their balloon lurched suddenly, toppling Dark forward from where he sat. He grumbled and rubbed a hoof through his red mane. “The hell was that.”

They leaned out of the balloon and looked up to find a Flyer gliding along the balloon clumsily. It crashed into the balloon foolishly, biting into the fabric deeply. Small holes were appearing with each bite, sending the balloon dropping faster. Attracted by the increased movement, the Flyer screeched and flew at it wildly.

“Oh shit, hold on!” Valor directed the pegasi. They grasped the sides of the balloon with their hooves and prepared for impact. The Flyer pierced the balloon, sending it plummeting through the air. The Flyer was stuck inside the fabric, making noises in confusion as it too fell to the earth at an alarming rate.

Dark and Valor clung to the side of the basket, hopelessly awaiting their imminent deaths. Rainbow Dash, however, smiled and jumped out of the balloon. She gripped a rope from the balloon in her mouth and flew upward with all her strength. I got this. She thought to herself. The balloons weight was dragging her down, but with the opposing force, they were no longer racing at lethal speeds.

The balloon crash landed in Ponyville with a loud bang. Dark and Valor exited the basket, more shaken than injured. Dark moaned about his wing that appeared to be sprained from the landing. Rainbow Dash had long since let go of the rope and landed besides them. Trotters had begun to appear along the buildings, encircling the trio.

“We just can’t get a fucking break can we?” Dark asked angrily. He concentrated and let out a low grunt as a bolt of lightning shot from the clouds above and hit a Trotter that approached them. “Better come up with a plan fast. I can’t exactly do this forever you know. The clouds are too damn far.”

“Valor, you said you needed to get the Elements of Harmony, right?” Rainbow questioned the policepony standing next to her. The Trotters continued the pour from every street toward them. “Yeah, why’s that?” He asked automatically, trying to plot an escape. Dark shot another bolt to the ground, narrowly missing a Trotter. He cursed under his breath and tried again.

“My friend Pinkie Pie lives down the road in Sugarcube Corner. She’s the element of Laughter.” Valor’s head perked up. “Dark, take Rainbow Dash back to the library. I’m sure she knows the way.” A lightning bolt struck the Trotter Dark had aimed for. It collapsed to the ground, twitching slightly.

“Fuck yeah!” He hoof pumped and then realized what Valor ordered. “Wait, what the hell are you gonna do?” Valor searched through the balloon wreckage for his hatchet. “I’m gonna rescue The Element of Laughter. I need you to protect Rainbow Dash. We need her alive and the library is the safest place I can think of.”

The Trotters were uncomfortably close to them, leaving Rainbow Dash and Dark Lightning no time to argue. They nodded at Valor and watched him run at toward the direction of Sugarcube Corner. “He’s gonna get himself killed one of these days.” Dark sighed. “Rainbow, I need you to carry me to the library. I hurt my wing in the crash.”

The cyan mare flashed a showy smile and darted up into the air. Her wings began to cramp up from over use, sending back to the ground in heap. “Well, that’s not supposed to happen.” Around them, the Trotters were still closing in leaving no possible area of escape. Dark sighed again. “Should have stayed in Cloudsdale.”

Valor turned a corner and saw Sugarcube Corner in the distance. He had narrowly avoided being bitten by the Trotters by sheer luck. A quick chop here and there either killed them or slowed their advance. He had expected the fight to last longer, but instead the road he turned onto was bare. Not only were there no Trotters, but all traces of bodies in general were gone. He cautiously walked, eying the spots of blood that remained on the ground and the walls. Suddenly his ears perked up.

A voice was softly singing somewhere nearby. “Hello? Anypony here?” Valor called out, hearing his voice echo back to him. No one answered and the singing only continues. It was too faint for him to hear the words, but it sounded upbeat.

“…Cupcakes…tasty…don’t be…” the voice sang. As Valor neared the source he could hear how forced the words were. The song was no longer a pleasant one, but instead was out of tune and tortured. He walked up to Sugarcube Corner and tried to peak through the windows, but quickly noticed they were barricaded from the inside.

“Anypony in there?” He called again. While nobody replied, the singing from inside only quickened. Valor heard what appeared to be a spoon stirring.

“So sweet and tasty! Cupcakes… d-don’t be too hasty!”

Valor looked around himself once again to make sure he was safe and went to the front entrance. HE found the door unlocked and gently pushed it open, facing nothing but darkness. A light was on in another room, flickering on and off. He shut the door behind him and stepped inside. Suddenly the singing stopped.

“Pinkie Pie? My name is Officer Valor of the PVPD. I’m here to bring you to safety…” Valor walked toward the lit room but stopped in his tracks. Is that… he looked at the far wall. Splatters of red were slowly dripping down to the floor. A dull pain smashed against the back of his head. His vision went black. Valor heard a laugh and then, nothing.