Finally, this bawss of a chapter is complete! Holy buckin' hell! Honestly, this would have been done sooner, if not for the story taking on a life of it's own. Seriously, about half way through, I found the story kinda... went it's own way, despite the plot I had planned out for it. Actually, I think it's better now, so I think I'll trust my own characters to know where they wanna go. Anyways...

You want a fight, you GOT a fight! One of the other reasons writing this took so long was cause I really didn't want to screw up what was basically the Equestrian Avengers. But anywho, this is it! Hide the kids and phone the neighbors, cause we got us a battle royal!

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Chapter 18

Ground Zero Canterlot: Mane Event

After the deafening blast and shock wave, the world around them gave way to screaming and fear. Black smoke poured out of the two trailers that exploded on the far left and right of ‘Dr. Klokwerk’s’ convoy, terrifying and scattering the large crowd of ponies that gathered to see whatever it was he was selling. Laying flat on his belly, Prince Blueblood struggled to get back on his hooves. He remembered the weird earth pony shouting some lines about something incredible, then pulling out a cane. Suddenly, Midnight shoved him to the ground, then turned and tackled Princess Luna. Looking over, he saw Midnight, laying on top of Luna, shielding her face and head in his forelegs.

“Luna! Blueblood! Are you two alright?!” Midnight yelled over the roar of the panicked mob. Releasing Luna, he spread his wings in an arc, shielding her and Blueblood from any stampeding ponies trying to run away.

“Midnight! What happened?! There was some kind of blast and -” Luna was cut off by another blast coming from a tavern behind them, all the windows in the building blowing out in a fireball, showering them with glass.

“Luna, you gotta get off the street before you get buried or trampled!” Midnight shouted, quickly turning back to the prince. “Blueblood, get her to safety, now! I’ll see if anypony needs help.” Through the smoke and rubble, they heard the sound of ponies everywhere trying to get away from the blast zone, galloping back into the city. However, standing tall over the street, the three heard the sound of something different. Something sinister. It was the sound of laughter.

===

“Aw... good times, good times.” Grimdark sighed. From the top of the Klokwerk’s lead carriage, the five troublemakers watched their handiwork below. The explosive charges inside the two end trailers did their job perfectly, scattering the ponies in the marketplace and sending flaming debris across the area, igniting many of the tents, stands and buildings.

“Yeah, right?” Crash and Burn said in unison. The two siblings sat next to each other, drinking in the scene.

“When do you think the guards will arrive, Klokwerk? I feel like stomping some authority figures.” the large pegasus male asked, his unicorn sister sashaying over to their leader.

“Yes, my good doctor. This is fun, but I feel like I need something to keep me occupied. And where the hay is Luna? I thought Master said she’d be here.” Klokwerk looked over the mare, then back over into the street.

“I don’t know, my dearie. Perhaps we buried them or blew them apart. Or maybe they’re just not anywhere near the market.” he mused. Suddenly, a rapid tapping on his shoulder caught his attention. Tumbler then grabbed his shoulders, shaking him hard as she looked into the street.

“Look! Here they come! Royal Guards! I know Master said Luna was our main goal, and that we could kill Midnight if he interfered, but let’s have some fun, first!” she shouted. The rest of the group seemed to perk up all at once, looking eagerly at Klokwerk. The leader attacker pondered for a moment before answering.

“Well... Master said they’d be no real threat, and we could use a warm-up...And wasting them might draw out Luna...” The other four villains leaned closer, awaiting their answer. “Oh... why not? We could stand to have some fun while we wait for Luna to show herself.” The four laughed and stomped, having their answer. Taking their positions, each one of the five minions readied themselves for attack.

===

Shakily, Blueblood got to his hooves, moving close to Luna as she did the same. The two royals made their way towards an open alleyway, leaving Midnight behind as he had ordered. Making his way through the street, the pegacorn recoiled at the sight of the first building he came across; the collapsed band shell where Trixie had been performing.

“Oh, no...” he thought, rushing along side to the back of the building. Reaching the closed door to the dressing room, Midnight turned and reared his legs back, bucking the door in with all his might. The door splintered into the room with a crash, the stallion quickly entering the flaming dressing room in search of the young magician. Much to Midnight’s relief, the room was empty, save for the burning furniture and items on the charred tables. A sudden crack from above caught his attention as a support beam directly overhead started to give way. However, just as he moved to react, Midnight felt a strong grip on his entire body. With a sudden hard tug, he was pulled from the back stage entrance just as the ceiling collapsed into the room. Finding himself in the alleyway once again, he found himself face to face with his savior.

“Midnight?! What in the world is going on?!” Trixie released her magical hold on the stallion just as he gathered his footing again. “I was packing up after the show when those maniacs showed up and attacked the market! Where’s Princess Luna? Where’s Blueblood?” the panicked mare asked, her hooves trembling as she spoke.

“They’re safe, Trixie. But hurry! We have to get to safety before-” Midnight was cut off as he caught sight of something through the smoke overhead. Pegasus ponies flying in, adorned in gold and silver armor. From the opening of the alley, heavy hooves moved in unison towards the destroyed market, the sounds of orders being barked back and forth as they arrived. “Quick! Get down!” Midnight ordered as the Canterlot Royal Guards moved into position. Pegasi hovered in place above the area as unicorn and earth ponies took defensive positions around the front of the carriage where the attackers stood. Though taking cover behind the rubble of the alley, Midnight and Trixie could still see the wicked smiles on the faces of the five as the surveyed the guards below.

“In the name of the Princesses, Celestia and Luna, we order you all to surrender now! Failure to comply will result in us having to use force! Surrender now, and put an end to this madness, or else!” the lead guard yelled up to the group. The five just looked at each other for a moment, then burst into laughter. Finally, the earth pony leader stepped forward, leaning down to address the guards.

“We choose... ‘or else.’” he said. The jester of the group hopped onto the back of the large wolf, the latter leaping into the air and landing between the guards hard enough to shake the ground. Springing from his back, the jester mare landed between two of the unicorn guards. Spinning herself on her forehooves, she managed to strike the two in the face with her back hooves, sending them both flying through the air, unconscious. The wolf took in a deep breath, throwing his head back and releasing a loud, earsplitting howl. The pegasus guards above were scattered by the sheer power of the wind released by the massive beast, some having to ground themselves on rooftops to keep from crashing outright. As they struggled to shake the pain of the deafening howl from their heads, a huge fireball shot up from the carriage. They watched in amazement as it reached hundreds of feet in the air in seconds. Suddenly stopping, the fireball reared up slightly, then rocketed back down towards the rooftop with the most pegasi. The impact sent the guards flying in every direction, the building below imploding in on itself under the stress.

“This can’t be happening! Midnight, we need to get out of here before we’re next!” Trixie cried, holding onto him tightly. The terrified look in her eyes seemed to beg him for help.

“Listen, Trixie! You need to keep it together, here! You can’t panic!” he shouted to her above the clatter of combat around them. Shaking her by the shoulders, he managed to draw her attention enough to attempt to calm her. “Remember what Princess Luna told you. You’re descended from warriors! The Lunar Knights! You will make it out of this, I promise.” Midnight released her, the mare taking several deep breaths. She adjusted the pointed hat on her head, a look of shaky resolve on her face.

“A-alright, Midnight. T-thanks. But how the buck are we getting out of here?” she asked. Midnight only shook his head, turning and surveying the battle in the market.

“I’m not getting out of here. You are.” Trixie’s eyes went wide, her jaw dropping.

“What?! What are you-”

“I’ll create a distraction while you take off. Get to Luna and Blueblood in the alley the next block over. I only ask that if you come across any ponies in trouble, you stop to help. Promise me you’ll do that, Trixie. I’m counting on you.” The showmare couldn’t believe her ears. These... MONSTERS were tearing the city apart, and he was going to face them to let HER get away? She opened her mouth to promise him, but never got the chance. Midnight bolted from the alley towards the center of the market, leaving her behind.

===

Midnight made his way through the street toward Klokwerk’s trailer. That crazy pony started this whole mess, so maybe by taking him out, Midnight could put a stop to it. Down the street, the large wolf tore a streetlight out of the ground with his teeth, running through a squad of earth ponies like they were scarecrows. High above, the fireball screamed through the sky, flying circles around the pegasi that tried to stop it. And through a large front window of a shop, he could see a familiar jester mare squaring off against half a dozen guards, the powerful stallions being tossed aside one by one under the quick moves of the aggressor. Hiding behind an overturned table, Midnight could see Klokwerk, still standing peacefully on top of his carriage near the market entrance. Looking over the debris around the caravan, Midnight started forming a plan of attack.

“Alright... make my way down the side of the wall, get to the carriage, pound Klokwerk into the ground. That will work, right?” he asked himself, not liking his own plan, but still not being able to think of anything better. “I just have to get to him without drawing any attention this way.” As he prepared to make his move, the stallion took once more glance over the scene, spying something walking down the far end of the street ,timidly sneaking it’s way down the side of the buildings and straight towards the huge wolf.

“Is that thing a ... buffalo?”

===

By now, Little Strongheart was regretting letting her excitement get the better of her. She somehow managed to lose Breaburn and Big Mac a while ago, assuming they would catch up with her at the fireworks show. However, as she drew closer and closer to the center of attention, it became more apparent that she had made a terrible mistake. As she rounded the end of the block, Strongheart almost ran into a huge section of collapsed building. Slightly down the street, she noticed what she thought was a large buffalo bull, standing amongst a group of unconscious ponies in a cloud of dust and smoke. The chieftain’s daughter ran over to him, hoping to find out what was going on.

“Brother buffalo! What has happened here?!” she shouted from behind the figure. Something large and metal hit the ground, rolling away, tell-tale teeth marks mangling the area near the center of what Strongheart not recognized as a lamppost. Slowly the creature turned, it’s glowing yellow eyes staring into hers as it’s muzzle curled up into a devilish smile.

“Well, well, well... What have we here? A little buffalo girl, so far from home?” he said, making sure his smile exposed plenty of his long, sharp teeth.

“Dire wolf...” Strongheart said through gritted teeth. Now face to face, she recognized the creature for what it was. Many times, warriors of their tribes would tell tales of battles on the planes against angry packs of these predators. Their destructive nature was well known to her people, quickly explaining the scene in which she now stood. “What are you doing here, predator? Are you responsible for this?” she shouted. The wolf just laughed, shaking the ashes and dust from the fires from his shaggy coat.

“Oh, little one. You give me too much credit. I’m here with my friends, today. Just visiting, of course. Seeing new places, meeting new creatures... and destroying them both.” he said, grinning. Instinctively, Strongheart lunged at the monestrous canine, ready to defend herself from an attack she knew would be immanent. As she reached striking distance, the wolf opened his jaws and snapped at her, missing as she lowered herself and slid safely under his jaws. Quickly, Strongheart bucked her hindlegs high, connecting with the his lower jaw, causing the wolf to bite his tongue. Howling from the sudden pain, Strongheart saw another opportunity to strike. As she moved into position, however, a swipe of the monster’s heavy paw sent her rolling across the ground. She came to a stop at the front door of a burning storefront, sitting for a moment in a daze.

===

“What the hell is she DOING?!” Midnight said to himself, watching the fight from his cover. The fight between the two started so fast, he couldn’t react. However, with the buffalo girl down, he would have to put his attack against Klokwerk on hold. Midnight quickly went into a gallop, heading for the wolf, hoping desperately that an idea would occur to him as to just how he would be able to take this massive monster down before he reached it.

===

“Nice shot, little one, but you never had a chance. It was foolish of you to try to take me on alone.” The wolf approached the dazed Strongheart, leaning low as he prepared to pounce on his prey. Little Strongheart looked up just as the dire wolf sprang towards her, ready to strike. She closed her eyes, expecting the worst. As Grimdark jumped at his victim, he could feel a sudden tightness around his neck. Something wrapped around his throat, causing his body to recoil and rebound backwards, landing flat on his back on the street.

“Who said she was alone, pardner?” From his position on his back, the wolf looked up, spotting the reason for his failed strike. Standing a few feet away was a yellow earth pony, wearing a Stetson hat and vest. In his mouth he was holding the end of a rope, the other end being around the wolf’s neck. Rolling back onto his paws, the monster turned back to face the buffalo cow just in time to catch a pair of heavy, iron-shoed hooves to the shout, sending him sailing over the frontierspony into the window of a deserted storefront. Breaburn ducked as the huge wolf flew over him, having to release his hold on the rope as it flew too far to hold on anymore. “Yeah, ya mangy varmint! Serves ya right!”

“Thank you, my love! You saved my life!” Little Strongheart said, running up and throwing her forelegs around Breaburn. The yellow earth pony, so aggravated and annoyed with her before, now found himself overcome with the greatest feeling of relief.

“That was amazing! Are you folks alright!” Midnight had finally picked his jaw up off the floor and made it over to the three friends. The two stallions stood in front of the buffalo, unsure of this approaching pony. Midnight stopped short of them, recognizing their apprehension, until the large red stallion’s expression changed.

“Hey... are you that ‘Midnight’ fella AJ came here to help out?” he said, giving the pegacorn a discriminating glance.

“AJ? Wait... you’re her cousin and brother, then!” Thought a little surprised at the quick recognition, Midnight’s curiosity was satisfied when he spied the two apple cutie marks the pair were sporting. “Yeah, I’m Midnight. And you must be Breaburn, Little Strongheart and Big Mac. Applejack told me all about you guys. Nice to meet you, though I wish it was under better circumstances.” A section of the building the wolf was thrown into collapsed in on itself, causing the group to jump. “Woah... nice work with Fuzzy, by the way.”

“Aww... T’wern’t nothin,’ pardner.’ Ain’t no critter starts a fight with the Apple family and goes to bed happy that night. But we gotta get ourselves outta here, now. No tellin’ how long it’ll take that dang critter to get back on his feet again.” No sooner did Breaburn finish his sentence than the large monster wolf burst forth from the solid wall of the building. It stood panting for a moment before shaking off the dust, fire and stone matted in it’s shaggy coat.

“Well, ‘Apple family,’ no pony stands in the way of Grimdark and lives to tell about it!” the wolf shouted. With a mighty howl, the beast started running towards the three, Mac, Breaburn, Midnight and Strongheart standing ready to counter any move the it could. As he charged, Grimdark paused, his ears perking up. The beast leaned down, sniffing at the ground as he and his hoofed adversaries heard a low rumbling noise underground. Suddenly, jets of dust shot up from cracks in the pavement, the ground under Grimdark shifting and moving, causing the wolf to lose his footing. The cracks formed a circle around the monster and gave way, collapsing into a huge sink hole, swallowing him whole. The dust cleared, leaving the four staring at the crater. Slowly, they approached the hole. One by one, they looked inside, finding Grimdark half buried at the bottom of the deep hole.

“What in the world just happened” Strongheart asked, being careful not to fall in herself. Behind them, a sewer cover on the street popped up, the lid sliding to the side by what appeared to be a heavy grey paw. From the open cover climbed a dirty canine creature, panting as he patted the dirt from his red vest and arms.

“Rover... Rover happened to the beast.” he said as Midnight approached. He looked over the dog-like being a once over from head to tail before recognizing it.

“Hey... you’re a diamond dog, aren’t you?” Rover nodded with a smile. Midnight raised a hoof to the creature, offering his gratitude for the help. “Nice work on that wolf, guy! I read diamond dogs were good diggers, but not THAT good.”

“It was no trouble. I am glad to help the ponies out. Any enemy of the Beast is a friend of Rover’s.” he said, taking Midnight’s hoof and shaking. The five were stunned as the sudden roar of anger from the large hole before them, Grimdark stirring at the bottom. “But it sounds like he isn’t done, yet!” Breaburn, Big Mac and Little Strongheart gathered near Rover, the sound of Grimdark’s roars slowly approaching the top of the hole.

“Guys, you think you could hold him off by yourselves? I’m gonna try for the mastermind behind this madness!” Midnight said, spreading his wings. “He seems to be orchestrating this attack. Maybe if I take him out, I could put a stop to it!” Rover places a paw on his shoulder, giving him a hard pat.

“I will help the ponies fight the Beast! You can count on me!” the diamond dog said.

“My people have been fighting these things for generations. I KNOW we can take him.” Little Strongheart stated, giving her beau a smile. Breaburn and Big Mac nodded, the large farm pony motioning with a hoof towards the carriages.

“Go do what ya haveta do, pardner. We’ll handle this varmint!” With that, Midnight jumped into the air, taking off with a few hard beats of his large, red wings.

“I have to stop this,” he thought. “Luna’s counting on me. I just hope wherever she is right now, she’s alright...”

===

“This is crazy! This is insane! I’m not cut out for this kind of dangerous work!” Trixie whined as she made her way through the wreckage of the street market, climbing over trampled stands and rubble from broken and burning buildings. Rounding a corner down a street that she hoped would bring her to safety, Trixie ran straight into a large, heavy figure, rebounding off his solid body to the ground. “Ahh! Keep away from me, you brute! Help!!!!”she screamed as she felt a pair of hooves take hold of her by the shoulders.

“Miss Trixie! It’s us! Open your eyes!” a familiar voice shouted. Slowly, she did as she was told, her gaze falling on the face of Prince Blueblood and Princess Luna. Looking around, she could see where she now was; hidden with the two behind a stack of crates, looking out towards the center of the marketplace. Overcome with relief, she rushed forward, wrapping her forelegs around the prince, squeezing him tight.

“Oh, thank goodness it’s you two! I thought it might have been one of those maniacs!” Blueblood patted her on the back, returning the embrace.

“It’s alright, Miss Trixie. You’re safe here with us.” Blueblood said to the almost sobbing showmare. After she calmed a bit, Luna placed a hoof on her shoulder, drawing her attention.

“Trixie, have you seen Midnight? He told us to find safety, then vanished!”

“Midnight? Yes... he came and found me. He told me to get to safety, but help anypony I found on my way...” Trixie spoke as if in a daze, the quick conversation with the pegacorn seeming like a dream. “Princess Luna, we need to get out of here! Midnight is going after their leader! He’s going to try to stop this at the source by fighting that pony from the carriage!” Luna’s eyes went wide at the news, turning quickly back to the crates blocking them from view.

“Oh, no, Midnight... This is all my fault!” she cried, looking through the openings between the boxed. Tears filled her eyes as she looked through for her friend amidst the fires and broken structures. “I should never have put that ‘champion’ idea in his head! Now he thinks he has to go off and fight that pony by himself!” Luna looked panicked, eyes darting back and forth to nothing in particular. “Blueblood, Trixie, We have to help him! He’ll get himself killed if he runs into one of those maniacs!” Luna levitated some of the boxes out of the way, ready to bolt out of the alley to find her coltfriend. Blueblood released Trixie and took hold of Luna, trying to stop her before she removed all their cover.

“Luna, please! Midnight can handle himself! Believe me, I’d know! The last thing he’d want is for you to put yourself in any danger!”

“I don’t care! I’m immortal! I can handle getting hurt! Midnight might actually DIE! Because of ME! I have to help him!” The alicorn surged her power, blowing the noblestallion back as she blew apart the last few crates hiding them in the alleyway. Luna ran out into the street, stopping to look around for her friend. down the other end of the market, she could see a large black creature, fighting four small ones. In the sky, a ball of fire jetted back and forth, chasing around a few pegasi guards. In the distance, she saw the pony behind it all, still standing calmly on top of his carriage. “If Midnight is anywhere in this mess, he’d be there...” The princess started to gallop off, heading to where she had hoped to find her brave warrior. Trixie and Blueblood exited the alley just in time to see her running into the mayhem.

“Princess! Please, stop this! We have to keep safe! Midnight...oh, no...” Blueblood took off, running after the princess, Trixie reluctantly close behind.

“I have to get to him! If anything happens to him, I’ll-” Luna’s thought was cut short by pair of hooves connecting with her shoulder and side, sending her rolling across the ground. Crashing into a pile of broken wood and canvas, the princes looked up just in time to catch another hoof, striking her across the wing, bending it at an unnatural angle. She screamed, curling into her damaged side, fighting the tears in her eyes as she looked up at her attacker. There, bouncing in the middle of the marketplace, was a red and black checkerboard pattern mare, wearing half a frowning, ceramic mask. She managed to balance herself delicately on her hind hooves, dancing and skipping about as the bells in her three-pointed jester hat jingled.

“Why, dear Princess Luna! So nice of you to make an appearance! I’ve always wanted a royal captive audience! This is gonna be SO MUCH FUN!” she shouted, hopping in place as she clopped her forehooves together rapidly. “Allow me to introduce myself. I am the amazing Tumbler! Jester and entertainer, extraordinaire!” The center point of her hat gave off a magical glow, firework-like flashes going off all around her. She looked back to Princess Luna, expecting her to be impressed. Instead, the moon goddess only surveyed her twisted wing, giving Tumbler an indignant look. “Aww... what’s the matter, little Lu-Lu? Still not feelin’ happy?” Seemingly from nowhere, a long, glowing dagger appeared in her hoof. Leaning forward, the mare smiled, eye twitching slightly. “Allow me to put a SMILE on your face!” Before she could act, a large barrel came flying from her left, sending her crashing into a pile of boards and tarp.

“Keep away from her, you knave!” Blueblood came galloping up to the princess, standing as a guard as Trixie ran to her and helped her back on her hooves. The prince looked back towards Luna, noticing her bent wing as she gathered her bearings again. “Aunt Luna! Your wing! Are you alright?” he asked, a tinge of panic in his voice. Luna only raised a hoof. She craned her neck, raising her leg and rotating her shoulder. Slowly, her wing cracked and turned back to it’s correct shape, bending and returning to normal. Blueblood and Trixie only stared at her, wide eyed.

“One of the advantages of being immortal, you’re a fast healer.” Luna said, horn glowing quick and bright as a translucent shield formed around the three. A loud !BOOM! rang in their ears, startling the two unicorns. They turned, finding Tumbler standing outside the shield, holding a large, glowing wooden mallet, having just attacked with the intent of landing a killing blow against the prince. The jester let out an ear-splitting scream, striking at the shield again and again in frustration.

“You can’t hide in there forever, Lu-Lu! C’mon, now! You don’t wanna be late for you own ‘Going Away’ party!” she hollered, continuing her assault. The bells on her hat jingled as she hopped back and forth, striking the in a different place each time. Luna’s face winced with each strike, the alicorn not having to exert this much in the way of combat defensive magic in quite some time.

“Luna, you need to go!” Blueblood yelled to her under the thunderous banging of the mallet. Trixie seemed to be more surprised than the princess at this unusual demand. “You need to get to the palace and alert the guards, the Elements and Celestia what’s going on! We’ll need everypony we can get down here to stop this! I’ll hold her off the best I can.”

“Blueblood, I can’t do that! You can’t face this mare alone!” she shouted, trying to reenforce her shield under the blows.

“Prince Blueblood, she’s right! This psychopathic mare isn’t messing around! You can’t handle her alone!” Trixie shakily squeaked out. This was more dangerous than any story or tall tale she ever told in one of her stage shows. This was real, and it was happening right in front of her. And it was scarier than anything she had ever encountered.

“Then go with her! You and Luna need to get to the palace and get help! I’ll be alright...” The stallion didn’t seem so confident in his last statement, though not for a lack of trying. Trixie turned her eyes toward Luna, hoping she could talk some sense into the brash prince.

“... alright, Blueblood...” she said, closing her eyes. “Take the shield spell over. Trixie and I will run for help.” The color of the shield changed from night blue to white, the prince replacing Luna's with his own. A small area near the back opened, and Luna galloped out, dragging Trixie with her in a magical aura. The showmare let out a yelp as she was tugged from barrier, leaving Blueblood behind. Under the cover of some kicked up dust, they managed to escape without the maniacal jester noticing. Trixie caught her balance and started to gallop alongside the princess. However, she didn’t feel the swell of relief and happiness she expected with her escape. She could only remember the words Midnight said to her just before he ran off to join the fight.

“... I only ask that if you come across any ponies in trouble, you stop to help... Promise me you’ll do that, Trixie. I’m counting on you...”

Tumbler kept up her assault, striking harder and harder, having turned the end of the mallet into a single hard point. Small cracks appeared in the surface, and by now, a think trickle of blood ran from the prince’s nose from the incredible strain.

“Might as well give up now, Prince Frou-Frou! Your magic is no match for mine!” the jester said in a sing-songy voice. Struggling, Blueblood fell to his knees as a pair of heavy, spiked mallets collided with dome, shattering it, the solidified magic fragments raining in on him before they disappeared into the ether. “Oh, goody goody!” Tumbler said, clopping her forehooves again, the mallets dispersing into thin air.  The vaporous mist left behind swirled and shifted, reforming into the shape of a large, double-edged axe. “You know what time it is?!?!” she yelled in an obnoxious, but horrific voice. She raised the axe high above, poised to strike the helpless prince. “It’s PARTY TIME!!!”

Bursts of fireworks and flickers of flash paper went off all around her, startling Tumbler and making her falter in her concentration. The axe disappeared as Tumbler looked around in confusion. That was all the opening Blueblood needed. The prince rushed the jester, giving her a hard shoulder check, sending her rolling across the pavement. She stopped comically, flat on her back with all four legs sticking straight up. Instantly, she sprung her hind legs, landing upright again as she looked at her new attacker.

“Your paltry parlor tricks and annoying attitude are nothing compared to the might of the Great and Powerful Trixie!” With hat and cape flowing in the wing created from her own swirling aura, the showmare stood proudly before the prince and the jester, a seldom felt yet satisfying sense of duty newly instilled in her. “I refuse to allow some hack prop comedian to run amok in my city and harm my friends! If you want to go hoof to hoof with somepony, then you can try your cheap tricks on me!” Blueblood trotted over beside Trixie, having gotten his second wind. Across the pavement, Tumbler started to visibly tremble, the look on her half-exposed face turning from one of pure rage to demented joy, a sickening grin forming on her face. Raising her forehooves high, a pair of glowing orbs appeared on ends. Slowly, they flattened out and stretched, changing to a large rubber chicken in the left hoof and a seltzer bottle in the right.

“Cheap tricks?! Annoying?! Who do you think I am; some hyperactive, pink party mare, fresh off the rock farm?!?!?!” The noblestallion and stagemare looked at each other in confusion. What in the world was this crazy mare talking about. Whatever it was, she didn’t give them time enough to answer. “I’ll show you!!! I’LL SHOW ALL OF YOU!!! I’M THE SUPER-FUNNIEST,  PARTYINGEST PONY IN TOWN!!!!” The jester lifted off the ground, surrounded in the same magical aura that formed her ‘weapons.’ She flew at the two unicorns, already poised and ready for battle.

===

“Oh, my Celestia... It’s a war zone down there! Soarin,’ see if there’s any ponies in trouble! Get them to safety as quick as you can!” Spitfire surveyed the area, scanning the broken buildings and collapsed stands in the marketplace. It looked bad from their position on the cloud far away, but now, floating directly over head, the full magnitude of the situation cane to light.

“I’ll do all I can, boss mare. You just stay close. I don’t wanna lose you in this mess, too. Besides, one of us might not be enough to life some of this wreckage alone.” Soarin’ spread his wings wider, hovering slowly, letting the rising heat from the fires act as updrafts to keep him aloft as he scanned the buildings with Spitfire. The two hovered around the first block, not noticing anypony in trouble. By now, it seemed, almost all of the ponies and other creatures in the area were gone, only a few stragglers still trickling out of buildings or alleys. None even seemed to be in any sort of dire straits, all moving quick enough to prove themselves in good condition.

“It seems like everypony’s fine, Fire.” Soarin’ shouted from his position above her. “I mean, that’s a good thing, right? It’s not like... whoa....” Soarin’ stopped mid-sentence, simply pointing forward with a hoof. Spitfire look in that direction, finding the reason for his shock. Scattered across a rooftop was what appeared to be a squad of pegasus Royal Guards. Their coats, tails and feathers were singed, the ponies themselves seeming to all be the victims of a savage beating. The two Wonderbolts swooped down, landing hard on the roof as they hurried to check the guards.

“Hey, are you alright? You ok, guy? Still alive?” one by one, Soarin’ checked the guards, thankfully finding all hurting, but otherwise alive. Spitfire landed near the guard wearing commander armor, deciding to cut right to chase. Lifting him off his side, she straightened him up into a sitting position on the rough, tar roof.

“What happened here, commander? Did you get caught in the explosion?” she said, careful not to touch too close to his scorched wings. The commander shook his head, coughing out a puff of dust as he tried to speak.

“...we were... coming back from... field maneuvers... seen the explosion... some ponies attacked the market. We tried to stop them... capture them, but...” Spitfire had all she needed. She hushes the commander, carefully laying him down on the roof. “They’re still out there... fighting that... thing...” He pointed up to the sky above the market, directing Spitfire’s gaze.

“Thank you, commander. Don’t worry. Reinforcements are on the way. We’ll take it from here.” She looked behind towards the other guards and sighed with relief. They all seemed alright, Soarin’ already gathering the ones not too injured to help the others who needed assistance. She trotted over to her teammate, leading him away with a wing.

“Soarin,’ we got a problem. The city is under attack! Look! They’re the ones that did this to all these guards!” The speedster’s eyes went wide and turned to the sky. Above the market, a bright red fireball circled and dove, dive-bombing a shrinking number of guards as they tried desperately to stop it. The reality of what happened hit the stallion as he looked over her shoulder at the guards, limping and stumbling around as they gathered each other in defeat.

“You’re kiddin’ me... Fire, this is serious! We have to wait for the reinforcements!” he said, a hint of fear in his voice.

“What? Soarin,’ those ponies up there need us more than we thought! We HAVE to do something! We have to stop this!” A loud thud on the rooftop beside them, causing them both to jump.

“That’s just what I intend to do.” The two Wonderbolts turned, finding Midnight standing before them, mane and coat dirty from galloping and flying through the dust and flames of the market.

“Midnight?! What the buck is going on? Who’s attacking us?” Spitfire asked. The stallion shook his head, continuing to watch as the guards fought a losing battle in the sky, giving up one by one.

“I don’t know... They’re calling themselves the ‘Killjoys,’ and they mean business. But I think I might be able to put an end to this. If I can get close enough to their leader, I might be able to draw them back to the main gate. The guard reinforcements should be able to hold them off from there, but I gotta get to their boss, first. Think you can lend a hoof?” High overhead, the last of the guard units lost the fight, having been struck by a quick fly-by from the fireball, sending him into the forelegs of two of his buddies on his way down. With the sky clear again, the fireball hovered in place, seemingly eager for some foolish ponies to try getting past it again.

“Forget it, kid.” a voice behind them said. Slowly, the guard commander limped over to them, his feathers blackened at the tips where the heat of fireball had touched him. “That thing wound up flying circles around everypony that went up against it. It’s just too quick for us.”

“But not for us.” Soarin’ added. “Midnight, maybe we don’t have to directly attack it. Just keep it busy for you to slip by.” Even though his plan sounded solid, there was still a hint of worry in Soarin’s voice. Midnight considered the plan carefully, devising a strategy that might allow all of them to fly away in one piece.

“Well, you’re not going up against that thing without me!” A voice from above shouted, her heavy wing beats kicking up dust as she landed. Before the four ponies stood a young, white and brown female griffin. She had a look of pure focus in her eyes as she drew closer, staring at each one of them. “Gilda Grizelda, ambassador from Althera. And believe me; I know what those two can do. They took me down over the Everfree a few days ago. I’ve been waiting for a chance to get another crack at them ever since.”

“Wait a sec,” Soarin’ said, giving her a quizzical look. “Did you just say... ‘them?’” Gilda shook her head, sighing before she spoke.

“That’s actually two ponies up there. A huge pegasus carrying a unicorn. I don’t know what kinda magic they’re using, but it pretty powerful.” Midnight turned his gaze back to the sky, following the black pillar of smoke as it rose ever higher into the sky.

“Well, we don’t have time to argue, so, you’re in.” Midnight said, eager to put his plan into action.

“Good, cause you’d lose that argument.” Gilda turned to the two Wonderbolts beside her, a focused look in her eyes. “If you two can keep em’ distracted, I KNOW I can get take them down.”

“Whoa, wait a second,” Spitfire asked, an indignant scowl on her face. Se stepped right up to Gilda, almost pressing her nose against the griffon’s beak. “Who died and made YOU princess? You already said that they took you down once already, so who says we gotta listen to anything YOU say?”

“I SAY!” Midnight shouted. He had been running on fear and adrenaline since the start of the attack and wasn’t about to let some petty ego struggle be the nail in Canterlot’s coffin. “By the authority of Princess Luna, I am DEPUTIZING all three of you! Miss Gilda, if you know how this thing flies and think you can take it down, then SHUT UP AND DO IT!” He then turned his attention to Spitfire, silent as she stared wide eyed at the stallion. And YOU two are gonna help her, however she needs it! If you really are the ‘premier flying team of Princess Celestia,’ then it’s time to put those skills to work.” Midnight turned toward the fireball, spreading his wings. He looked over his shoulder once more, giving the three one more glance. “I’m going up. I gotta get past that thing if I want to help save this city. If you’re gonna help me, then come on. Otherwise, keep out of the way!” With those words, the pegacorn took off into the air, leaving Soarin,’ Spitfire and Gilda on the roof. The three scrambled to take to the air, quickly catching up with him as he gained altitude. The four banked up into the rising smoke of the fires, following Midnight.

“Alright, look; all you need to do is keep that thing busy so I can get by it. After that, I want you to just take off as quick as you can.” Gilda flanked Midnight on his left, purposely flying a little to close for comfort.

“You want me to leave?! No can do, pony boy. That’s thing’s going down, one way or another.” The pegacorn rolled his eyes, continuing through the smoke. Spitfire and Soarin’ remained silent, the mare trying to stay focused on the task at hoof. “I don’t care who they think they are, nopony hits this chick and gets away with it.” The four exited the rising pillar of smoke, entering the section of clear sky where they last saw the fireball.

“Um... guys? Where did it go?” Soarins’ asked, quickly looking around as the group all paused in the air. The four fliers scanned the sky, eyes quickly darting to every random cloud floating around them. Each white puss of vapor was a potential threat, hiding an enemy that could easily send them to the ground in flames. “I don’t like the looks of this...” Just as Soarin’ finished, the group was scattered by a deafening roar of flames, zooming down between them all. The flash of orange-red heat blinded them for a moment, causing them all to lose altitude before correcting themselves. The trail of smoke left behind clouded their vision momentarily, putting each of the four into a small panic until it cleared, finally relieving the fireball floating in place, only a few yards away.

“My, my, my... looks like we got us a bonafide welcoming committee, brother.” a female voice spoke through the crackle of the flames.

“Looks like it, sis. What do ya say we introduce ourselves?” said a husky male voice in response. The flickering and roaring quickly faded as the flames died down to nothing, exposing the attackers. A sleek, beautiful unicorn mare, standing on the broad back of a huge pegasus stallion. Her horn glowed, creating a sort of platform for the two to stand on, the mare jumping off her ‘brothers’ back to stand next to him.

“I believe proper introductions are in order. My name is Burn, and this is my twin brother, Crash. Pleasure to make your acquaintance.” she said with an air of refinery in her voice.

“Yeah, what she said. ‘Sup, all?” Crash added. Burn only rolled her eyes, but kept silent as to the remark.

“Crash and Burn? Very cute.” Midnight said with a hint of indignance. “Just what the buck do you think you’re doing?! Do you have any idea how many ponies you’ve hurt today?” The two stopped, seemingly seriously pondering the question.

“I think I lost count at about... thirty or so?” Crash said, his voice rising slightly as he half-asked his sister.

“Yes, definitely around thirty or thirty two. A new personal record for an individual campaigns. We’re very proud of our sterling record of destruction.” Midnight regarded the two with a growing sense of anger, the callousness of their words cutting him deep.

"Well, it ends right here! I’m bringing you and your boss down, right now!” he hissed through gritted teeth. Crash and Burn looked at him for a moment, then burst out laughing, only enraging him more. “Keep laughing, you two! We’ll see how you’re laughing when you’re given over to the Royal Guards. You, and your boss, Klokwerk!” Suddenly, the pair regarded Midnight with a new look of surprise. Quietly, Burn leaned close to her brother’s ear, whispering something the four couldn’t make out. The stallion smiled, chuckling a bit before standing up straight again.

“What’s so funny, psychos?” the pegacorn asked. Burn gave him a coy look, fluttering her eyes.

“Oh, nothing, stud. Just some ‘insider information,’ that’s all.”

“Klokwerk isn’t their boss. He’s only their field commander. Some other being is giving them their orders.” Gilda said, nice and loud so the two could hear her. Crash and Burn’s brows furrowed at the griffon, the mare’s mouth hanging open.

“How did you know what I said, griffon?” she asked.

“Griffons have excellent hearing, foal. And really good memories, too.” Gilda kept a cold look in her eyes, staring down the two as she hovered near her new allies. Slowly, Crash’s face changed from surprise to one of sudden realizations.

“Hey... HEY, sis! I remember this chick! We took her down over the Everfree! She actually survived. I’ll be damned.” Burn realized it now, too, Gilda smiling at the pair.

“That’s right, you zebra-looking goons! And you’re gonna pay for what you did to me!” she shouted. The two laughed, Burn stepping away from her brother a bit.

“Well, little chickadee; if you think ya got what it takes, then give me your best shot. I’m waiting...” Crash spread his wings, placing a hoof on his chest. Burn tried to stifle a laugh as she watched Gilda getting more and more steamed. Finally, Gilda burst forward, headed straight for Crash. Burn instantly set up a burning shield in front of her brother, hoping for the griffon to crash into it before she ever got a chance to take her revenge. Gilda, however, expected some form of trickery. Putting her Junior Speedsters training to good use, she changed course at the last second, making a hard left and tackling Burn off the magically created platform.

“SIS!!!” Crash hollered, immediately hovering as his magically-created ground vanished below his hooves.

“Guys, NOW!!!” Midnight yelled, bolting straight down. Soarin’ and Spitfire both jetted forward. Spitfire took hold of Crash’s neck, while Soarin’ hugged him tightly around the waist, sending the three into a spin as they all approached the ground.

“Midnight! Take that mad pony out! Go, NOW!” Soarin’ shouted. Midnight was already in a nosedive towards the city gates, hellbent and determined to take out Klokwerk before he could set off another bomb or do... whatever it was that he had in mind. However, another thought now buzzed around in Midnight’s mind; if Klokwerk wasn’t the leader, then who was? Back in the skies above him, his three companions were busy with their own troubles. Gilda had her lion hind legs wrapped tight around Burn’s hips, furiously slashing away at her face with her razor-sharp claws. If not for the magical shield she had manifested a few inches in front of her, she would already be out of the fight. Above them and falling fast, Spitfire, Soarin,’ and Crash were in a struggle of their own. Soarin’ tightly held onto Crash’s waist for dear life, trying to keep the huge stallion from using his wings. Meanwhile, Spitfire kept her hindlegs and one foreleg wrapped around his neck, continually punching him in the head, trying to knock him out, to no avail.

“Gedoffa me, you pansies! Just wait till I get my hooves around you!” Crash yelled, finally managing to buck Spitfire off his back. With a heavy backhoof, Soarin’ was sent flying from Crash’s waist, having to correct himself before going off into a free fall. With an audible “!FOOM!, the renegade pegasus unfurled his wings, swooping up above the two Wonderbolts. “Finally! Alright, heroes, get ready for a grounding!” he shouted, zooming right down towards them.

“You’re going to regret this, my little chickadee! Nopony messes with the Killjoys and gets away with it!” Burn shouted from under Gilda’s heavy attacks. Far below the others, the griffon continued her assault on Burn’s shield, now trying to pry it away as she barely kept the two of them aloft. Gilda landed another overhead slam on the shield with both claws. As she tried to pull her claws away, she found them stuck to the shield, surrounded by the same magical aura that the shield was made of. “My turn, sweetie.” The unicorn said, grinning through the translucent barrier, her horn glowing brighter. A sudden surge of lightening ran through Gilda’s body, making her muscles just numb enough to release her hold on Burn, dropping her from their high altitude.

“You idiot! What are you doing?!” Gilda shouted as Burn fell from the sky, the mare's forelegs folded peacefully across her chest as she approached the ground. Gilda barely had time to adjust her wings for a dive when she felt a familiar blow to the back of the head. Through her blurry vision, she managed to catch Crash in a dive, heading towards his sister. With barely any effort, he quickly turned to an upward climb, catching Burn on his back, only a few meters above the destroyed rooftops of the buildings surrounding the marketplace. In a single motion, she stood up between her brother’s massive wings, horn glowing as her magical shield formed around them. Gilda, Soarin’ and Spitfire gathered together again, diving in a ‘V’ formation towards the two. As they approached, Burn’s horn glowed brighter. A sudden flash from the pair caused their attackers to stop and close their eyes. As they slowly dared to look again, the three found Crash and Burn still hovering below them, a visible current of blue lightening swirling and crackling across the shield.

“Now, my fine feathered friends... you DIE!” The pair charged straight back up towards Soarin,’ Spitfire and Gilda, the three readying themselves for the fight of their lives.

===

Midnight hovered far above and behind Klokwerk, still standing calmly on top of his center carriage. The two trailers on either end were blown apart, still smoking while the two on the immediate left and right of him still intact. “No doubt another pair of bombs he’s waiting to set off.” Midnight thought, feeling a twinge of anger swell up inside him. The pegacorn slowly hovered closer to the back of the carriage, allowing the heat from the fires to rise up under his wings to slow his descent. From his course toward his target, he looked into the city, seeing the battles going on around them; Big Mac, Breaburn, Little Strongheart and Rover were still tangling with Grimdark, the huge wolf charging up and down alleys and straight through buildings. Though he hadn’t seen her since the initial explosions, he could see the jester, Tumbler, in battle with Blueblood and... was that Trixie? “I’ll be damned...” he thought, casting his eyes skyward. Crash and Burn got their second wind, and were now chasing around Gilda, Spitfire and Soarin’. For the most part, they were avoiding them, but Midnight didn’t know how long they could hold out. He would have to act fast to save his friends. He landed without a sound on the back end of the carriage, opposite Klokwerk. Not that sound made much a difference, the fires roaring all around them. Still, something alerted the mad stallion, his ears perking as he slowly turned his head.

“I was wondering who would be the first hero to try to take me on... bravo, my friend.” he said, a hint of excitement in his voice. Midnight froze in place, expecting anything and everything from the pony supposedly tough enough to lead these monsters into battle. The stallion turned, a smile on his face as he stood on his hind legs, resting his cane on his shoulder. He straightened his overcoat and reached his free hoof up, tipping his hat as he took a bow. “Allow me to properly introduce myself: I am Dr. Klokwerk, machinist and engineer extraordinaire, and leader of the now infamous Killjoys. As your service.” Midnight regarded the earth pony before him with a cautious eye, still expecting some sort of attack. However, what really drew his attention was what appeared to be a small dark circle in the top if his head. Also, there was a peculiar square cut-out on the back of his jacket that Midnight couldn’t recognize the meaning of, also with a similar black circle in the center of Klokwerk’s back. Not wanting to show any apprehension to the pony, Midnight took a step forward, doing his best intimidating pose.

“Well then, allow me to do the same. I’m-”

“Midnight Blaze, the human pony?” Klokwerk said before Midnight could finish. “Found by Luna in the royal garden nature preserve, bruised, bloody and near death? Yes, I know.” he said, a smirk playing across his face as he replaced his top hat and sat back down. Midnight’s jaw hung open, stunned by the doctor’s unexpected knowledge of him.

“You... you know me? You know I’m really human? How did you...” Again, before Midnight could finish, Klokwerk pointed his cane out towards Blueblood and Trixie, still fighting the jester mare.

“Recognize her, my friend? The day you learned magic? You took her advice without any hesitation, I believe.” the stallion looked closely at the bouncing mare in the market. IT took a moment, but when he remembered, the truth hit him like a bolt of lightening.

“She’s the same jester I met in the palace that day!” he shouted, the thought of being spied on angering him even more than he was. “You... you’ve been watching me?”

“No, not you specifically. The palace. You just happened to be inside at the time. Destroying a country requires some research, you know.” Klokwerk said with a smile, turning his back to the red-maned stallion. Midnight took another step closer, slowly. Hopefully, he thought, he’d be able to take this guy down before he caused anymore trouble today.

“Research for your master’s plan, Klokwerk? What’s the matter; can’t he do his own dirty work?” The doctor quickly turned around in disbelief, almost dropping his cane in the process.

“How did you know about him? He’s kept himself a secret this whole time!” he asked, impatiently.

“Crash and Burn let it slip out. But I know you’re the field commander in this little operation. So, I’ll make you a deal:” Midnight said, taking an attack stance. He leaned his head down, allowing his mane to hair to cover his eyes slightly for an intimidating look, spreading his wings and channeling a bit of magic into his horn to make it glow. “Call off your goons and give up. There’s been enough damage here today. Just stop this attack before somepony gets killed!” Klokwerk regarded Midnight as though he was crazy, a repulsed look on his face. Slowly, however, his look changed from one of disgust to exhaustion.

“You’re right, my friend. This is senseless. Completely pointless.” laying his cane on the ground, he held out his forehooves, seeming to turn himself over to the pegacorn. “We’re all just a bunch of ruffians, scoundrels and devious rapscallions! And So, I surrender!” Midnight approached slowly, feeling more than a little confused at the demeanor of the strange pony. Still cautious, he drew closer, ready for anything. Suddenly, Klokwerk stood up straight, tossing one hoof into the air and making Midnight jump back. “Hold up! Before I surrender, do you mind if... I put on my ‘good’ hat? I’d hate to get my mug shot taken in this old thing.”

“Um... sure...?” Midnight said, the thug leader already moving back to the seat of his carriage. Throwing open the cushion lid, he reached into the seat box and took out a black top hat with a red ribbon around the base. However, in addition to the ribbon and a much newer look, the hat also had something strange. In the front of the hat was a long, silver replica of a unicorn horn, sticking out of the top of the hat with another sharp end poking through inside of the hat. Klokwerk flicked off his current head-wear, allowing it to fall to the ground. He then reached up with a hoof, opening the strange black circle on his head like a lid, exposing red flesh underneath.

“What... Klokwerk? What in the...” the pegacorn asked shakily. Klokwerk didn’t pause to answer. Taking the new hat in his two hooves, he turned it until the point inside the hat was protruding down into the front. Lowering the hat, the point under the horn slid inside the black opening in Klokwerk’s head, his eyes going wide as the horn seemed to lock into place with a loud click. “What are you... what the hell are you doing...?” The doctor’s eyes returned to normal, a smile slowly forming one his face as he stared at Midnight with a wicked look.

“Oh, you poor deluded fool... You really have NO idea who you’re dealing with, do you?” To Midnight’s horror, the metallic horn on Klokwerk’s hat began to glow with an unnatural light, small puffs of black smoke coming from the tip. From the open carriage box, a back-pack sized piece of machinery slowly rose up, floating above Klokwerk in his own magic aura. The mad pony reached back, opening the black valve on his back, exposing more open flesh. From the bottom of the mechanical contraption, a pointed spike slowly emerged from the bottom. Klokwerk lowered the device, the spike entering his back with a sickening crunch, locking into place. Slowly, the device opened, unfolding and expanding into what appeared to Midnight to be a set of dragonfly wings. His false horned glowed again, flashing as Midnight heard the unmistakable sound of a small motor starting. Slowly, the wings started to move, beating in sync until they lifted Klokwerk off the top of the carriage with a loud buzz, puffs of smoke escaping from the seams of the device as it ran. Midnight only stood on the end of the carriage in complete shock, mouth hanging open as he stared up at the earth pony hovering before him.

“You’re not the only flying, magic using pony in town, anymore! Prepare yourself, Midnight, cause you’re playing with the BIG BOYS, NOW!” The modified stallion rose into the air slightly, his motor revving up as he quickly swooped down towards Midnight. He barely managed to dive under the attacker before the villain turned in mid air, making a tight angle and landing only inches from him. Midnight pushed himself backwards on his rump, struggling to regain his balance before Klokwerk could attack again. As he tried to stand, the stallion’s false horn glowed bright, a bolt of electricity firing forth and striking him in the chest. Midnight flew backwards off the top of the carriage, landing in the street in front of it. Looking back up, he could see Klokwerk standing on the end, glaring down on him as he held his cane once again. “Now, my boy, allow me to show you why they call me ‘Klokwerk!’” He pressed the button on the top of the cane, creating two more explosions in the trailers on both sides of his carriage. Huge doors on the front of each fell forward, each landing with a loud CLANG, kicking up dust as they fell. Inside the dark trailer, Midnight could make out what appeared to be a set of glowing yellow eyes. Then, another next to those. Then in the other trailer, another pair. And another. And another. Soon, dozens of glowing eyes looked out at him from both trailers as Klokwerk laughed, looking down.

“You think you’re a tough guy, eh? Well, let’s see how you handle my ‘Iron Mares!’” Klokwerk’s horn glowed brighter than before, matching the glow of the eyes in the trailers. Suddenly, the eyes began to move out of the trailers to the sound of heavy hooves clopping against metal. The pegacorn recoiled at the objects making them. Marching out of the trailer were dozens of clockwork ponies, puffs of steam blowing out of their joints as they lumbered out to the sound of grinding gears and the creaking of iron joints. Their eyes yellow jewels that stared blankly ahead. Their manes were ragged mohawks, looking like whisk brooms attached to the back of their necks. Their tails were little more than long straw that stuck straight down. Their bodies looked as though they were normal mares, encased in strange knightly armor, metallic grey and lifeless as their movements as they took formation outside their trailers. Midnight never thought that stopping these mad ponies would be easy. In fact, he almost hoped he’d have a fight on his hooves. But now, the warrior eager to prove himself found he was not only outnumbered, but seemingly outmatched. He stood in front of the two columns of the steam-driven monsters, nervously awaiting their next move.

“Now, my beautiful little pretties... tear him apart!” All at once, the iron mares turned their heads toward Midnight, slowly clanking along as they moved towards their target.

===

Breaburn held on for dear life, trying desperately to pull back rope around Grimdark’s neck while keeping his balance on his back at the same time. The wolf, however, was preoccupied at the moment. He had Big Mac pinned to the ground, trying to sink his teeth into the red earth pony as he held the beast’s jaw away with his forehooves.

“You lay offah him, ya dang varment! Y’all let my cousin go!” Breaburn shouted at the wolf, straining against the rope. Grimdark violently shook his head, loosening Mac’s hold on his upper and lower jaw. He pressed his nose right against the farm pony’s, letting out an angry roar. Big mac took advantage of the beast’s rage, bringing his two massive forehooves together on Grimdark’s ears. The wolf reared back in pain, roaring as he held is ears in his paws. Breaburn fell back, barely landing on his hooves as he flew to the ground. Big Mac scrambled out of the way as Little Strongheart ran up, giving Grimdark’s back leg a hard buck, toppling the beast to the ground.

“Ponies! Buffalo! Look out!” A large cart full of watermelons flew through the air, impacting Grimdark’s side, sending him to the ground. Strongheart, Mac and Breaburn gathered near the diamond dog, waiting for whatever the large wolf had in store next.

“How’d y’all get strong enough to manage tossin’ that whole cart there, Rover?” Mac asked, keeping a close eye on the fallen wolf.

“Years of moving boulders and pushing carts of gems.” the canine said with a smile. “How you get so strong to break beast’s head?”

“Heh. Years of farm work. That there was called ‘boxin’ one’s ears.’ Been on the receiving end of that more than a few times by my Granny Smith, when I was a young buck.” Grimdark took to his paws again, shaking off the wood and broken melons as he bared his teeth once again at the four. “I’ll have to thank her for that lil’ move, if we ever get outta this...”

===

“WATCH OUT!” Trixie heard Blueblood shout to her just in time to avoid the exploding cream pie Tumbler manifested, the force of the blast propelling her forward. The showmare rolled across the ground, setting up a defensive shield just in time to block another pie, sending it flying back to the mare who launched it. Tumbler spun and vaulted out of the way, the the magically created projectile zooming safely over her head and exploding as it struck the wall of an already broken building.

“You talked such a GOOD game, Trixie dearie! I very much expected a run for my bits from you.” The mad jester skipped on her hind legs over to Trixie’s shield, launching ethereal pastries at her as she went. “First, I’ll make YOU pay for standing in my way, then that over inflated prince. Then, It’s STRAIGHT to the palace to take out that hyper little puff of cotton candy, Pinkamena!” Blueblood took this moment of distraction to launch his own attack on the jester, pulling down ropes and chains from the various stands and stalls. As Tumbler approached Trixie’s bubble, she was immediately wrapped up in yard after yard of rope and chain, with only her head free to move.

“Surrender now, you knave! Together, Trixie and I have you outmatched and outnumbered. You have no hope of winning.” Blueblood said as Trixie dropped her shield and joined him at his side.

“Yes, you hack! And I’m sure whoever this ‘Pinkamena’ pony is, we’d be doing her a favor by taking you to the nearest insane asylum.” Trixie adjusted her wizard’s hat, eying up the mare who, even now, kept a demented smile on her face.

“Oh, she and I will meet again, soon enough, Trixie.” Tumbler hissed. “But for now...” A bright flash filled Blueblood and Trixie’s eyes. With a puff of smoke, Tumbler vanished, leaving behind a pile of tangled rope and chain. Another flash behind the two prompted them to turn, finding the jester much too close for comfort. “... I’ll just have to practice what I have in store for her... on YOU TWO!”

===

Crash was having a hard time getting close enough to Spitfire and Soarin’ to do any real damage. As soon as he got close enough to reach one of them, they swerved out of the way, the other landing a cheap shot at his side or back, only making him angrier.

“Stand still and fight me like a stallion, you little foals! I’ll tear you apart!” the large stallion shouted, hovering above the roof of the burning shop. A quick glimpse out of the corner of his eye warned the fiend to the approaching Wonderbolt, giving him enough time to stretch out his foreleg and catch the orange-maned mare as she attempted another pass. “Gotcha, ya littleuuuGGGHH!!” A sharp pain in his back sent him flying down onto the roof, his captive easily breaking free of his grip as he fell.

“I think we’re the ones that got you, Crash!” Soarin’ shouted down at the collapsed pegasi, the anger evident on his snarled face as stood back up.

“I’ll TEAR YOUR WINGS OFF, YOU DAMN GELDING!!!” Crash bolted back into the air, completely oblivious to the shouts of his sister, currently under siege by the heavy blows of her griffon attacker.

“Surrender and take what’s coming to you, you little psycho! We’re not stopping till you and your batty brother are down!” Gilda shouted, her claws scraping away Burn’s shield with every strike. The mare increased power to her barrier, directing her magic at the roof itself. Pieces of brick and block rose up from the roof, forming a wall between her and Gilda, giving her time to refocus her attack. With a thought, the wall flew in one piece toward Gilda, causing her to leap out of the way. As she stood back up, the wall floated back over to Burn, splitting into dozens of pieces which started to orbit around the unicorn.

“Me and my fellow warriors don’t surrender, chickadee. We DOMINATE!” A large piece of wall flew at Gilda, directed right at her head. The griffon swung her paw, clenched in a fist, breaking the piece of wall to dust. Burn launched another, Gilda meeting it with the same result. With each step, Gilda broke another piece of debris, ignoring the pain in her paws as she tirelessly dredged toward her target. After all, she still had her score to settle.

===

Luna flew through the gates of the palace, collapsing at the front doors just as another regiment of guards opened the door on their way to investigate the explosion at the main gate. Greeted by the exhausted form of their Night Princess, the guards raced down the stairs to assist her.

“Princess Luna! What has happened?! Are you alright?!” the Guard Captain asked, kneeling at her side as he helped her to her hooves once again. She didn’t answer, but instead went into the events that brought back to the palace.

“Captain... bandits! They... They attacked the marketplace! There’s ponies hurt and trapped! We need... we need to get as many guards there as possible! Sound every alarm! Alert my sister! Canterlot is under attack!”

===

“Oh, this is just too good to be TRUE!!! I should have done this MONTHS AGO!!!” Bedlam was beside himself with laughter, his mare captive regarding him with a look of disgust. Popcorn and soda flew in all direction as he tossed his arms about, looking at the magical screen before them.

“You’ll never succeed, monster! The ponies of Canterlot are battling your fiendish soldiers as we speak, and there’s more guards on the way! You’ve failed, Bedlam!” The draconequus seemed unfazed by her words, casually wiping a tear of laughter away from his eye. He turned to her with a smile, hugging her as he threw an arm over her shoulder.

“My dear, if conquering Equestria was so easy, then ANYPONY would be able to do it, with much less effort than this! No no no... this is only a test, my dear. For my soldiers, for the god-sisters, for the royal guards. But mostly...” his eyes narrowed as they fell on the scene playing out in front of the exploded trailers in the main market square. “... this is a test of the one pony who may be my biggest hindrance to my plans.”

===

The Iron Mares marched monotonously towards Midnight, his horn already glowing, ready to defend himself against whatever attack they could launch.  The first four mares before him reared up on their hind legs, forelegs kicking forward as they all landed with intent to crush him. The stallion barely jumped back enough quick enough to avoid the attack, the impact leaving cracks in the pavement. Turning quickly, Midnight pulled his hind legs back, releasing a hard buck against the face of one of the automatons, knocking it’s head back at an unnatural angle. The robot twitched on the ground for a moment, then fizzled to a stop, the glow in it’s eyes fading away as it lay lifeless. The broken mare’s place in line was quickly replaced by another mindless drone, their master chuckling as he hovered above his carriage on mechanical wings.

“It’s useless, Midnight! My Iron Mares feel no pain, no fear, no fatigue! Break as many as you like! They’ll always be more!” Klokwerk’s false horn glowed bright, magical energies crackling down on the legion of machines. Their eyes glowed brighter as they marched faster over to their target. Midnight turned and galloped away, the mares following close behind. Launching himself off a broken cart, he took to the air, quickly curving back toward the bots. His two extended forehooves connected with two iron muzzles, knocking the heads clean off their shoulders. He tilted his wings, quickly rising up again to avoid the grasp of several more robots, stopping for a moment to address the stallion responsible for the metal nightmares.

“I’ll break every single one of your tinker toys, Klokwerk! Then, you’ll be next!” The pegacorn launched himself into the middle of the mass of machines, horn glowing brightly. He crashed down on the back of one of the mares, breaking it into several large pieces and knocking back all other mares around it. With a hard buck, he knocked back two of his attackers, crushing their chests and breaking their legs. He reared up and brought both forehooves down on the head of another, crushing it’s face into the ground. A heavy hit from behind left him dazed, but only for a second, the stallion swinging a foreleg around and caving in the muzzle off his attacker. The mares drew in closer, each readying an attack that Midnight knew he would not be able to defend against. With one powerful flap of his wings, the stallion took to the sky once again. As he rose up, one of the bots managed to get a grip on his hind leg, holding on as he took to the sky. The pegacorn hovered, kicking the mare with his free leg as he tried to shake it off. After several heavy hits, the grip on his leg began to loosen. Midnight flew close to the carriage, flicking his leg and launching the iron mare at it’s creator. Klokwerk barely managed to dive out of the way when he saw it coming, landing on the ground with a thud. He stood up again, his toys gathering underneath their target.

“Nice try, hero, but this is a battle you cannot win! Surrender and stand aside! Maybe we’ll let you all live long enough to see our ultimate triumph over this pathetic principality!” the doctor said, hovering once again on his mechanical insect wings. Before he could answer, the two stallions found their attention drawn by a loud crash from the far end of the marketplace. Bursting through the wall of a deserted shop came a large, black wolf, a yellow stallion riding on it’s back. Grimdark managed to run over several iron mares as he bucked and jumped, trying to vain to throw his rider.

“YEEEE-HAAAA! Get along, little doggy!” Breaburn shouted, jumping free just in time as the wolf crashed into the wall of another burning building. He lay motionless for a moment, trying slowly to stand once again just as the wall collapsed, burying the beast under brick and mortar. Klokwerk put his hoof to his face, shaking his head as he noticed a buffalo, diamond dog and earth pony run into the clearing after their stallion companion.

“Grimdark... you idiot...” he mumbled under his breath, noticing the four gather together just behind the group of his creations.

“Breaburn! Mac! Rover! Strongheart! So glad you could make it!” Midnight shouted, a smile forming on his face. The four waved and smiled back, then turned thei attention to the mechanical mares before them.

“Glad to see you, too! Making new friends here, Midnight?” Breaburn shouted up to him. Midnight laughed and shook his head, moving back to hover above them.

“Always! What do ya say we give these metal monsters a proper send-off?” The four just smiled, each readying themselves for whatever these contraptions had in mind. Mac lowered his head, running straight into the group of mares, sending them flying as he went. Strongheart jumped high above them, stomping their heads in, one after another as she made her way over the top of the group. Rover took a more direct approach, grabbing the closest machine to him and simply tearing it in two at the mid-section, gears and springs flying in all directions. Brea only readied his lasso again, ready to pull back any stray mare that tried to sneak up on his friends.

“That’s no fair! This was supposed to be OUR fight, Midnight! You’re cheating!” Klokwerk shouted, stomping on the roof of his carriage. The group couldn’t hear him, however, distracted by a low rumbling that slowly grew into a loud roar.

“RUN!!! RUN FOR YOUR LIVES!!!” Blueblood shouted, running through the burning debris of the market. Behind him, Trixie and Tumbler rode atop a huge, magically manifested rubber ball, each running on top of it on their hind legs. The star-and-stripe clad balancing ball was big enough to easily run over Grimdark, and was now currently rolling right through the battle field. Midnight, Mack, Rover, Strongheart and Brea barely managed to run out of the way as the ball rolled over several rows of iron mares, heading straight for Klokwerk’s carriage. The mad doctor buzzed out of the way just as Tumbler’s ball crashed into the carriage, crushing the front end flat before Tumbler and Trixie were thrown off. The jester mare tried to catch herself as she fell, but still wound up falling flat on her back on the wreckage of the ruined carriage, knocking herself cold. Trixie flew backward towards the clearing, legs flailing as she went. However, a pair of sharp talons grabbed her by the shoulders, catching her and taking her safely to the ground.

“Nice moves there, missy.” Gilda said, dropping Trixie next to Blueblood on the ground. The shaken unicorn was at a loss for words as she threw her forelegs around her griffon savior.

“ThatnyouThankyouThankyou! OH, thank you, Miss Griffon!” she managed to spit out, somewhat quickly. “Trixie is forever in your debt.” Gilda slowly pushed her away with an uncomfortable chuckle.

“Um... not prob, Trix. And it’s Gilda, if you please.” The group was distracted again by a loud crack of thunder, the lightening striking the ground just in front of them. Klokwerk’s horn smoked and glowed bright as he stared at the would-be heroes with rage in his eyes.

“My creations!!! Stop it! Your not even giving them a chance to kill you properly!” he shouted, black smoke puffing from his buzzing wings. The whistle of a rapidly descending object drew his and the attention of Midnight and his friends, skyward. A huge fireball screamed down from the sky, swerving as it chased after a blue-maned pegasus stallion. Skimming close to the ground, Soarin’ managed to swerve in and out of the final group of iron mares, causing the fireball to smash the last of them. Turning back up, Crash and Burn followed suit. All eyes on the ground looked skyward as the moving inferno followed the Wonderbolt to and fro, seeming growing smaller as it went. Soon, the flames were low enough for those on the ground to make out the ponies inside the magical barrier. All THREE ponies inside the barrier. The shield flickered and vanished, showing Spitfire behind Burn, her forelegs wrapped around her neck in a choke hold. The mare was slowly going limp in her hold, the barrier fading away as lost consciousness. Soarin’ lead the brutish Crash back towards the ground in a fierce dive, the stallion too mad with rage for his target to notice his sister was out of the fight. As they neared the ground, Soarin’ took a sharp 90 degree turn as Spitfire gave Crash a swift stomp to the back of the head, sending him to the ground. He and his sister skidded across the ground, rolling and coming to a stop at the front of Klokwerk’s ruined carriage. The mad doctor’s jaw hung open at the sight of his fallen allies and broken machines, their bid to take the city stopped literally at the gates.

“Nicely done, Soarin’. I didn’t know you had it in ya.” Spitfire praised, panting slightly. The star speedster just laughed as he and his partner landed near Midnight.

“Thanks! Apparently, neither did Crash.” Gilda walked over and gave him a congratulatory slap on the back, nearly knocking him off his hooves. As the last of the iron mares stopped twitching, Midnight regarded the last Killjoy left.

“Remember what I said, Klokwerk; after your toys were taken care of, you’d be next?” the pegacorn said, moving into the center of the destroyed square. He looked around at his allies, making sure each was paying attention to him. “Stay out of this one, guys. Klokwerk is mine.” The mad stallion scowled at Midnight, teeth gritted in rage. Midnight motioned him forward with a hoof, taking a defensive stance. “Come on, tough guy. Let’s play.”

With an enraged roar, Klokwerk flew at full speed toward Midnight, hooves raised towards his nemesis. Midnight sprang from the ground to meet his opponent, the two colliding in mid air. Though still a novice flyer, Midnight had managed to swerve down just enough to connect his forehooves with Klokwerk’s chest, driving him back through the air. The pegacorn released his foe, swerving up over the carriage and moving into a dive, straight for him again. The doctor was ready for him, however, buzzing over him as he made his second pass, stomping down on his back as he went. Midnight flew close to the ground, landing on all four hooves and turning in time to catch Klokwerk head on as he tried to ram the disoriented stallion. With metallic wings beating, Klokwerk pushed head to head against Midnight, the hero feeling all four hooves dig into the pavement as he struggled against his attacker, horn to metal horn. One by one, the other members of the Killjoys began to stir, much to the shock and dismay of the warriors gathered. However, as each rose to their hooves again, they remained still, transfixed on the personal battle their leader was now engaged in with this upstart young stallion.

“Give it up, Midnight! You cannot win! I’ve learned to fight from some of the greatest masters in Equestria!” the mad stallion shouted, a crazed look in his eyes. Midnight snorted in response, digging his hooves in the ground deeper.

“Yeah?! Well, I learned to fight on the streets of Brooklyn!” Midnight grabbed Klokwerk by the shoulders and held him at length. Pulling back his head, he drew Klokwerk in close suddenly, delivering a devastating head-but right to the maniac’s false horn, cracking it and causing his prosthetic wings to sputter and stall. Another heavy blow caused his wings to stop entirely, his legs going rubbery as his horn began to bend. A third and final head-but sent Klokwerk flying backward, his horn shattering into a mess of bolts and metal shards. The doctor staggering on two legs for a moment before finally falling backwards, his fake wings bending and breaking under his own weight. Midnight paused to catch his breath, a tiny trickle of blood dripping down his muzzle from where his skull connected with Klokwerk’s. Standing amidst his allies, Midnight addressed the Killjoys as they gathered around their fallen leader.

“This is the first, last and only time I’m gonna offer this, Killjoys; surrender is your only option. Come in peacefully and no further harm will come to you. Refuse that and...” The group of heroes all took a defensive stance, ready for anything these five monsters could yet throw at them. After a long pause, one by the, the eyes of the Killjoys turned skyward behind Midnight. Reluctantly, Midnight turned as well, a renewed sense of hope filling him at the sight. Almost blocking out the blue sky were legion upon legion of Royal Guard pegasi, flying in formation and heading for the marketplace. In the distance, the thunderous rumbling of hundreds of hooves echoed through the street, signaling the arrival of more unicorn and earth pony guards. Midnight turned back to the five attackers and smiled. “Like I said... surrender is your only option.”

With the help of Crash and Burn, Klokwerk shakily stood on his hooves again, a cocky smile on his face. One by one, the smile grew on the muzzles of his fellow psychopaths, each looking at the other as if suddenly knowing some hidden truth obscure to Midnight and his friends.

“That’s not our only options, Midnight.” the doctor said, straightening himself. The other Killjoys moved away from each other, each sitting patiently for a moment before the group. Midnight watched with interest, unsure of what to make of whatever this new trick they were pulling was. Suddenly, he felt a soft hoof on his shoulder. Turning, he saw Trixie beside him, a frightened look in her eye.

“M-midnight... something’s happening... A massive amount of energy...” Midnight looked over toward Blueblood, a bead of sweat rolling down the side of his face.

“She’s right, Midnight. Something is happening. Something... dark.” the prince said. In no time, Midnight felt it too. Not as adept as his friends at magic, it started slow. A feeling in the air, like ozone before a thunderstorm. In no time, however, the dark feeling was almost overpowering, almost blocking out the sounds of the approaching guards behind him. In between the Killjoys, there was a flicker of light. A small spark if energy in just barely visible. With another flicker, the disturbance grew, bigger and brighter. Soon, the flicker was a swirling, churning hole in reality, a portal generating a massive amount of evil magical energies.

“Our other option is to flee and fight another day.” Klokwerk laughed, seeing the stunned looks on Midnight face. One by one, the Killjoys entered the portal, disappearing into nothing with a flash. First Grimdark, then Tumbler, then Crash and Burn. Klokwerk approached, placing his left fore and hind leg inside before turning back to address his foe. “We’ll meet again, Midnight! This is not the last you’ll see of the Killjoys!” With that, the mad stallion turned and entered the portal, just as it flickered and closed without a trace.

From all direction, Royal Guard unicorns and earth ponies stampeded throughout the market, followed by pegasus pony guards bearing plump, dark rain clouds. After a quick magical scan by the unicorns, the pegasus guards assaulted the clouds they carried, unleashing controlled cloudbursts on the burning structures, outing them in no time. As the flames died down, the earth ponies and unicorns went about clearing the debris and searching for any trapped survivors among the wrecks. Midnight and the rest of the heroes stood dumbfounded, unsure of whatever role they should fill amongst the rescuers. As Midnight turned back toward the palace, he found himself tackled by a dark blue blur, pinning him to the ground as he lost his breath under a tight embrace.

“Midnight! Oh, thank the stars you’re alright! I was so worried about you! What happened?! Are you hurt?! Oh, no, you’re bleeding!” Luna unleashed a barrage of questions at the pegacorn, who could only reach his forelegs up, wrapping them around his fair princess. Giving her a quick kiss on the cheek, he returned the tight hug, enjoying for a moment a feeling moments ago he wasn’t sure he’d ever feel again.

“Luna! I’m fine, my princess. It’s alright, I’m bruised, but I’ll be alright. Everything’s alright, Luna.” he said, trying to comfort her as he felt tears dripping into his shoulder. Luna released him just enough to allow him to stand again. A glint of gold caught his eye, flying in slowly from the palace. Pulled by two large pegasi, Celestia rode in on a huge, golden chariot, a serious look in her eyes. As she landed, her chariot was flanked on both sides by two more, each carrying three of the bearers of the Elements, already wearing their Elements and ready to use them.

“Midnight! What in all the world happened here? What... how did this happen...?” Celestia asked, looking around one of her most prized sections of her city, now in ruin. Twilight and the other Elements looked around in stark silence, regarding the destruction around them with mouths agape and wide eyes. Midnight looked back at his allies, already being given dirty looks by some of the Royal Guards, thinking them the perpetrators behind this mess. The pegacorn rubbed the back of his head with a hoof, taking a deep breath.

“Well, Princess Celestia... maybe all of us should go back to the palace.” he said, gesturing back to his new-found friends. He gave her a nervous grin, “This is gonna be one long... LONG story...”

****************************************************************************************************************************

If some of the Killjoys powers or personalities seemed familiar, there's a reason for that. I got my inspiration for them from some of my favorite comic book heroes and villains, combining them to make something truly twisted, while grounded in something recognizable.

For Crash and Burn, I was thinking along the lines of Hawk and Dove, two DC heroes. Their powers and abilities compliment each other so well in the comics. But for their main attacks, I actually thought along the line of the Wonder Twins :P

Tumbler is a cross between Green Lantern, Joker and Mystique from X-Men. I tried to make her freaky sense of humor, acrobatics and powers reflect those awesome characters.

Grimdark is a mix of Venom and Juggernaut, being not only vicious and hard to stop, but also HUGE compared to the heroes.

And Dr. Klokwerk is a even mash-up of Doc Ock and Tony Stark. Not IRON MAN, Tony Stark. Kinda mad genius meets super genius. Plus with body modification.

For our heroes, I wanted to mix up a few nopony would think of putting together, just because I've never SEEN them together before. I do hope you had as much fun reading this chapter as I had writing it, cause work on the next one starts as soon as I click 'publish.'

With the Killjoys thwarted and the city safe, Bedlam decides it's time to meet our hero Midnight, face to mis-matched face. Will Midnight stand tall against the full force of the draconequus, or will Bedlam break our hero before he has his chance to truely shine? And what hidden secrets about Midnight's life on human earth will the monster reveal when he decided to show his face? Find out the answers to these questions and more in 'Once Again, Face to Face', the next exciting installment of...

STAR CROSSED!!!

(p.s.- Don't forget to favorite, watch and comment!) Next Chapter: Once Again, Face to Face Estimated time remaining: 7 Hours, 38 Minutes