Clyde saw his friends in the protective company of Brutus, and knew that if he could hold them off for a bit longer, they could win.

“Typhoon Formation!” he shouted, and his comrades, just fewer than two thousand of them, arranged themselves into three groups of equal size. One group hovered in the center, while two others took positions above and to the sides.

The two armies, one light, one dark, stared at each other, waiting to see which would make the first move. Clyde was smart enough not to attack a ready and defensive force that outnumbered him, but the changelings were a bit hesitant to charge as well. They had just lost hundreds of hive members in a few minutes; these ponies were nothing to be trifled with.

A few minutes passed. Clyde, content to wait until the elements’ power expelled the invaders, withheld his army and waited for the changelings to make a move. He knew that in a few more minutes, no more than twenty if the mares were hustling, the power of the elements would be ready to be wielded; that is, if nothing interfered.

Just as he was assuming that the changelings would never take the offensive, the cloud of shadows parted, and flew at the pegasi like a trident; a long line of them made a beeline for the 11th while the other two swept around the sides, so as to bypass them.

“Shit!” he said under his breath, “They’re going for Canterlot!”

He would have to split his forces, meaning they would be insignificant next to the sheer size of the enemy alone.

“Separate!” he yelled, and each segment of the formation maneuvered to meet a section of the oncoming swarm.

Clyde took the middle formation, six hundred stallions, straight into the enemy; but the changelings were cunning.

Just before impact, they parted like water around a rock; they had lured the stallions into a trap, and now the equines were surrounded on all sides by grotesque black bodies.

Clyde could only watch as the changelings fell in on him and his stallions like a wave. The sudden influx of the creatures buried the ponies in an impenetrable black cloud. The clever fiends shifted their appearance to appear like pegasi, confusing the stallions much like they had the Infantry. Clyde knew that their lack of armor gave them away, but the change in appearance was enough to make even him hesitate.

Clyde fought with all his might as the ponies around him were slaughtered, and his memory flashed back to Canterbury and then to the present like a flickering candlelight. He caught an oncoming enemy in the throat with an extending forelimb, his blade switching out and slicing through the creature’s jugular. Two more came at him, and he met them with a sweeping slash of his horn. The first hit was clean, cleaving the creature in the lead above the waist, but the second hit was messy.

His blade had lost momentum after the first blow, and the edge failed to sever the second changeling’s spine. The horn stopped in the creature’s stomach cavity, and Clyde struggled as the changeling, impaled on the end of his metallic horn, still tried to kill him. It flailed and slashed, gnashing its fangs and swinging its head, trying to cut him with its misshapen horn, but Clyde was just out of reach.

While keeping the creature at bay, everything around him slowed; the whole world seemed to have lost the meaning of time, and he saw everything as it happened. He witnessed the demise of his comrades around him.
As he rolled onto his back, falling with the changeling as he tried to regain his balance, he saw a stallion above him; he recognized him from the ball. The white pegasus was drawn on four sides by changelings, each of them pulling his legs taught. The stallion’s wings flailed, but to no avail.

In slow-motion, a changeling plunged its horn into his abdomen and snapped to the side, disemboweling the pegasus but failing to kill him. He screamed, a terrible cry of sadness and fear and pain, until his sobs were silenced by a merciless second thrust, this one digging into the stallion’s throat. A fine red mist spurted from the wound, and he went limp, the changelings releasing him as his lifeless body leaned earthward.

Clyde continued to fall, the weight of the gnashing changeling coupled with his lack of momentum making it impossible for him to regain his balance. He drifted downward, continuing to see his comrades killed on all sides of him. He fell past a brown stallion as he was beheaded, two changelings holding him while a third cut. One stallion had his midsection blown open by a simultaneous shot of magic from three drones, and his blood scattered over those around him. Another, holding his own, finished a changeling while growing faint from blood loss; he had an open wound in his chest. He finished his foe, but a dark flash from above cut him down, nothing but fluttering feathers marking the place he occupied moments before. A black stallion, a friend from the original unit, the one Clyde fought with in Canterbury, met a gruesome demise a few feet from the falling pegasus’s snout.

The stallion was held from behind by one changeling, while another bucked him in the ribs. The stallion screamed and doubled over at the audible ‘crack’ in his midsection, and when he did, the changeling bucked again. The blow connected with his temple, and the helmet was crushed in as his skull fragmented; he died instantly, but his legs still twitched as he began the long descent to the last landing he’d ever make.

That was enough. Clyde let out a scream, not of fear, or sadness, but of rage. He extended his forelimb up into the changeling’s neck, and the drone’s gnashing and thrashing came to an abrupt halt. The intensity ran from the creature’s opaque eyes, and Clyde dealt him three more cuts to the neck for good measure as he threw him from his horn. He regained his composure less than one hundred feet from the ground, and shot up through the tumbling mass above him, flying as fast as he could.

He carved through the changelings, pushing his way back to the center of the battle. He found himself amidst the only surviving Equestrians in that patch of sky. They had formed a phalanx in the middle of the battle, and were doing their best to fight off the relentless onslaught of savage attackers.

“Follow me out!” he barked. It was the closest thing to a retreat he had ever ordered, but it didn’t mean defeat was on its way.

He shot to the east, punching out of the black cloud as his razor wings sliced through the enemy formation. He emerged into the light, a few dozen stallions behind him.

The other groups didn’t make it, and the entirety of the changeling army was now coming for them. He turned to the few stallions behind him, all that was left of two thousand, and said, “Keep up with me.”

Then, he raced towards Canterlot to the third line of defense to continue fighting, with twenty pegasi just off his flanks and the hive in hot pursuit.

The mares had been running along the road to Canterlot for miles, and the first lines of Equestrian defenders were coming into view.

“Come on! Faster!” ordered Brutus from the front of the group, urging the panting mares on.

A quick flash in the sky above caught the eye of Rainbow Dash, and she slowed her pace ever so slightly to investigate its source. The glint came off of an armored pegasus above, a formation of ten or so passing them in a v-shaped echelon; remnants of the 11th Cavalry.

Suddenly, a shape plowed into the earth in front of the group, and they all came to a sudden halt as dirt, grass and mangled chunks of metal bounced off of the thick armor of the warriors shielding the bearers of harmony.

The dust settled, and out of the crater, a badly injured stallion slowly rose, moaning in pain. His right wing had been severed, and his maimed flanks looked like mincemeat. As he staggered to his feet the element of kindness trotted forward from the group to help him.

However, before the bloody pegasus could take a step, a second shape flashed down from the sky and struck his ribcage. Fluttershy stood dumbstruck as a changeling soldier knocked the pony onto his side, and then swiftly plunged its warped horn into the base of the equine’s skull, severing the brainstem with a sickening wet sound.

The changeling rose from the carcass, its glossy black skin stained with Equestrian blood.

The creature snarled; its dry lips folding back to expose shining white fangs. It leapt from the crater and advanced on the frozen yellow pegasus, glaring through hazy blue eyes as it hissed more and more fervently, drawing nearer and nearer to a quivering Fluttershy.

“Get back here!” yelled Rainbow Dash, but her friend remained still, too frightened to move.

Suddenly, the changeling let out a high pitched bark and lounged as Brutus charged forward as well. The black stallion emitted a powerful roar, more fit for a lion than a pony, and threw himself between the changeling and his liability.

The shape-shifter’s jagged horn deflected off of Brutus’s thick chest plate, and the stallion swung his massive head as hard as he could. The upwards traveling blow connected on the creature’s jaw with a metallic ‘clang’.

The black porous body of the creature was lifted from the ground by the inertia of Brutus’s skull, and the black hammer on his helmet burst the changeling’s head like a melon.

Brutus turned and shook Fluttershy from her daze, and again prompted haste.

“We need to go, now!” he said as he took in the spectacle of the oncoming swarm of black, again, falling in on any Equestrian warriors, wounded or healthy, that fell behind their units.

As he watched, the slower remnants of the 11th and the Infantry became the day’s freshest casualties.

“Watch out for the scouts!” he advised as they regained momentum.

They neared the defensive lines, but just as they were about to enter the relative sanctuary of Canterlot, the two stallions at the rear of the wedge fell as a green flash illuminated the air just behind the group.

Brutus pushed forward, leading the mares and the remaining stallion behind the defensive wall of Equestrian warriors. The Guardian looked back to see two of his stallions dead with smoking holes bored through their skulls. Two changeling scouts hovered out of reach of the defenders, just long enough to grin at the black stallion, then turned back to their own armies.

He turned, rage and frustration building within, and very angrily ordered, “Get to the palace, get to those elements, and get these bastards out of here before they kill any more!”

The mares sprinted for the palace, unable to shake the desperate, horrified looks from their faces, while Brutus and the other stallion made for the defenses.

Brutus raced for the hovering chariots of the princesses at the rear of the martial columns; the other Guardians, including Clyde, were already there. They were all armored, including the princesses. Celestia and Luna wore matching, though varying in color scheme, armor. Their flowing manes were pulled back through regal helmets, and their horns protruded through the metal. Celestia’s gold and Luna’s deep blue adornment was light, only protecting the front with little armor at the rear and long bayonets secured to their horns.

Sebastian wore light plate armor, his helmet’s thin eye slots and long mandible-like decorations giving his armor an exotic appearance. Dawn wore virtually no armor, only a light blue helmet and sparse plates over her chest and shoulders; Persephone, however, adorned a full set of engraved white metal with blades and spikes permeating her gauntlets and helmet. She may have been immune to force, but magic was still a threat.

“Did they get through?” asked Clyde frantically as Brutus arrived.

“Yeah,” he panted, “barely.”

“So what do we got?” asked Sebastian, looking up at Princess Celestia’s golden platform, which was hovering a few feet off the terrestrial ground.

The sun goddess explained confidently, “The Magic Brigade, Marine Corps, Lunar and Celestial Infantry, 7th Cavalry and the remnants of the 11th are all stationed between the changelings and the palace as a first line. I’ve stationed the Royal Guard inside the palace as a second line of defense, but the elements should be ready before we’ll need to fall back.”

“Your majesty,” started Dawn hesitantly, “you may want to rethink that.”

The mahogany mare pointed beyond the Equestrian lines towards Ponyville, a mere speck on the horizon. Looming over Everfree Forest was a second black cloud, the weak evening sun at their rear. A third hive was advancing from the west, beyond the borders of Equestria, and both swarms sped towards the kingdom’s capital unhindered.

“Reinforcements,” mumbled Persephone, her spotless armor reflecting the low hanging sun’s rays.

“Reinforcements?” argued Sebastian, “It’s two more hives! In a few minutes we’ll have nearly thirty thousand of the damn things all over us.”

“We’ll be overrun in minutes, your majesty,” said Clyde.

“Those mares have got some time,” started Persephone, “They’re waiting for the back-up to get here before they attack,” she pointed to the looming army of changelings, hovering in place and belching out intimidating roars and screams.

“As long as they get to the elements before they get here, we can win this,” said Luna determinedly.
Moments after she finished, a reverberating ‘boom’ carried to their ears from behind the defenses, and they turned to see a rising plume of smoke and fire at the palace gates.

“Infiltrators,” muttered Clyde in horror. He looked to the equally stunned princess of the sun, her sister retaining her composure.

“You didn’t cover our flanks! Of course you didn’t; every military unit except for the freakin' Royal Guard is right in front of me,” Clyde thought, disgusted.

“Guardians,” Luna said surprisingly calmly, and nodded towards the palace. The five silently acknowledged, and took off for the towering castle.

The comrades raced to the palace gates, Brutus heading the charge with Dawn and Sebastian in tow and Clyde and Persephone just above. They drew nearer, the sounds of battle between the Royal Guard and an unknown number of changelings coming from inside.

Brutus let out a roar, putting the bellows of the changelings to shame, and crashed through the heavy palace doors as Sebastian phased straight through, leaving the air filled with static.

The others charged in through the hole Brutus made. Inside, they stood facing dozens of changelings in the palace hall; the dead bodies of royal guards littered the floor. The creatures looked to them confused, hesitated for a moment, then collectively attacked their new adversaries.

The changelings in the back charged up a volley of magic while those at the front darted forward.

The shots came over the drones up front and at the Guardians as Dawn’s elongated horn began to glow aqua blue. Hard transparent shields formed between the ponies and the deadly beams, and the volley connected harmlessly but with great force on the barriers she had constructed.

The Guardians waited for the barrage to pass, and when the blue shields faded, four of them charged forward. Brutus again led the charge, plowing straight into the mass of the parasitic invaders as he trampled and crushed the porous black bodies beneath his bulk. Clyde followed him, galloping with outstretched wings as he gored and cut his way through the changelings. He impaled one of the oncoming foes after ducking a sweeping slash of its jagged horn, and threw the bleeding creature over his shoulder as he continued advancing.

As Clyde and Brutus brawled together in the center of the insect-like horde, Persephone hovered above the tumbling mass. She selected a target out of the swarm and swooped in. She took the monster in her forelimbs and ascended to the rafters, sending a solitary body back down to the havoc below with a slit throat. One of the changelings attempted to fly, but she shot down from the ceiling to cut the creature’s abdomen, disemboweling it before it collapsed in a writhing heap on the once clean palace floor.

Dawn hang back from the fight, picking off foes with well-placed, deliberate shots of light blue magic. A group of five tried to rush her, and she bored holes through three of their skulls. She gored the fourth with her horn, quickly retracting the ivory to avoid the slash of the fifth’s crescent-shaped horn. She drew back slowly and the creature shot an impatient beam of magic at her. The green ray burned through her thin blue armor, leaving a cauterized wound in her left shoulder.

She screamed, clutching the hole in her flesh, hurt but far from incapacitated. As the creature lounged, she made use of her gift; five copies of herself sprang from her body, and her identities pierced the surprised changeling’s body from multiple sides. It tipped over slowly, and Dawn and her copies formed a firing line, six abreast, and continued picking off the changelings one by one.

Sebastian tried to follow his larger comrades into the fight, but he lost them in the crowd. The unicorn found himself alone surrounded by dozens of snarling enemies. The drones bared their fangs and brandished their ragged horns as they closed in on the Guardian, who was staring back at them through small slits in his helmet. He swung his forelimbs back to his sides, and two scythe-like blades emerged from his gauntlets. Two of his larger adversaries darted at him, and he jumped up and spun, slashing both of their throats with the curved blades. They toppled in a heap to the floor, and their blood began to spread across the ivory tiles.

A second pair challenged him, and he charged forward as they did. He slid between the legs of the first, reaching up to spill the creature’s entrails onto himself as he did. He leapt to his feet on the opposite side, shaking off the guts, and jumped to land a kick at the base of the second drone’s skull. The creature went limp as it crumpled onto the floor.

The others took a few steps rearward from the lightning fast unicorn.

“Come on!” he dared, blood drunk.

No challengers arose, so he took the offensive. He disappeared in a sudden moment of static, materializing behind one of the oblivious foes. He punched his blade deep into the base of its skull, pulling to the side and cutting the jugular vein. Blood spraying like a fountain onto the changeling next to the victim prompted the creature to turn, but Sebastian had already moved on, materializing amidst two more of his attackers. He again targeted the throats, slashing at the carotid arteries of the pair simultaneously. His horn began to take on a glow as he disappeared again.

Sebastian reappeared on the back of a changeling, quickly plunging his blades into the enemy’s eye sockets. The cut was shallow enough to cause only blindness and pain instead of death, and as the creature bucked, a red beam of intense light shot from Sebastian’s horn. His mount spun, as did the beam emitting from his forehead, cutting through the remainder of his attackers as the beam shot in all directions with the thrashing changeling’s twists and turns. When the group of assailants lay smoking and bloody, the unicorn pushed his blades deeper into the screaming changeling’s eye sockets until it went limp, blood spurting forth onto his gauntlets.

In the center of the fray, Brutus and Clyde were fighting the masses back to back. The black stallion gripped his scimitar in his mouth, dismembering his foes or bashing their bones to pulp when they came too close. He could feel his comrade at his rear, and knew his flanks were covered. Together, they beat back the pack of vicious invaders, savagely fighting for the right to breathe for a few seconds longer.

Brutus cleaved heads and limbs from his gnashing adversaries with the scimitar in great long sweeps of the blade, turning his head constantly to see in all directions with his solitary working eye. He could taste his own blood from the wound across his face, but it only intensified his will to kill.

Clyde, at his comrade’s back, swung his forelimbs and head at each advancing individual, their bloodcurdling screams only being rivaled by the sickening sounds of their mangled bodies hitting the blood soaked floor.

The changelings’ numbers waned as they continued to throw themselves at the Guardians, desperately hoping to land a lucky blow. It wasn’t long before Dawn’s sniping and the other’s cutlery withered the changeling’s numbers to seven. The remaining black invaders backed away from the warriors, nervously retreating themselves into a shabby phalanx. The Guardians came together opposite their enemy, each taking a combat stance as Dawn and her multiples charged up their horns.

They faced off in a stalemate until Brutus charged, leaving the others behind. He threw his scimitar at the changelings, its curved blade embedding itself in one of their skulls and knocking two others to the floor. He lumbered forward and swung his head as one of the black creatures tried for his throat. His hammer-like head met the changeling’s temple, and he reared up to stomp down on two more of them as they lounged up at him. His hooves came down on their ribs, crushing the weaker adversaries beneath with all his strength. The pair spat and coughed out light foamy blood. Three remained, the two having picked themselves up off of the ground.

Brutus laughed, a low rumbling sound like distant thunder, and taunted, “You dare stand against me?”

One of them desperately lounged for him, but the stallion sidestepped the thrust and brought his head down, snapping the changeling’s spine like a twig.

“I am the Guardian of the West!” he shouted as he bashed the skull of the second changeling in, “And you will die at my hooves!”

The remaining drone shied away, terrified, but the Guardian advanced brazenly. He plodded forward under his heavy armor as the black shape-shifter stepped back. Brutus impatiently charged, and swung his massive head in a long arcing blow, but missed. The changeling ducked and slashed Brutus’s exposed neck, but it had no effect.

Brutus paid no heed, and he brought his head back around and into the changeling’s throat, sending it flying across the hall with a crushed windpipe.

The silence following the skirmish was interrupted by a weak breath, and the Guardians looked to the staircase to see a mortally wounded Royal Guard desperately clinging to life.

They rushed to him; the blue stallion had a deep gash in his stomach and was bleeding profusely, and though Dawn tried tending to his wounds, it was obvious that he wouldn’t make it.

“Did the mares get through?” asked Clyde frantically.

“Huh?”

“The mares, did they get to the elements of harmony?”

“We got them to the staircase…” he pointed to the spiraling steps leading up to the chamber of the elements, “We were ambushed. They came through the door behind us. There were so many,” his breathing was shallow and labored, and his blood covered the floor around him.

Just then, the stallion slumped over and his chest stopped moving up and down.

“Damn,” uttered Dawn as she stopped trying to plug the wound.

She noticed that, even though the stallion’s heart had stopped beating, she still heard blood dripping into the red puddles around her hooves. She checked the stallion’s wound; it had stopped dripping with the cease of his heart’s movement. She examined herself for wounds, but found none that were bleeding.

She looked over her shoulder at the large black stallion standing over her, and her eyes grew wide.

“Brutus!” she exclaimed, pointing at his neck.

A deep gash, gushing blood, was in the side of his throat.

The stallion looked down at the hole in his flesh; he hadn’t even felt it. The changeling’s clean cut coupled with the adrenaline had made the wound painless. His eyes grew wide in fear as he looked at his escaping blood, then back to the equally stunned Dawn.

Suddenly, he toppled over, hitting the floor hard.

“Shit,” muttered Clyde as he rushed to his comrade’s side.

He picked up Brutus's giant head, lifting it from the blood soaked floor and laid it in his forelimbs. The wound was hemorrhaging blood, much worse than the stallion they had just witnessed die.

“Brutus!” he shouted as his friend’s eyes glossed over, “Brutus stay with me!”

Blood flowed in rhythmic spurts from his neck, and even though Dawn tried with magic and her hooves to stop the bleeding, still the crimson fluid flowed.

“They got me,” the once mighty warrior whispered weakly, “I can’t believe it. They got me.”

“No they didn’t,” Clyde encouraged, “Not yet; you’ll make it through this, you just have to stay with me!”

His words fell on lifeless ears, and Clyde watched as the once proud flame faded from his comrade’s eyes.

“Brutus!” he yelled, shaking him.

“Brutus!” he shouted louder a second time, even though he knew he was gone.

Clyde reverently closed Brutus’s eyelids, laid his friend down among the rest of the dead, and rose, the blood of his brother-in-arms mixing in with the rest already on his armor and obsidian coat. Clyde stood over the immense body in silence; until he heard a muffled scream from far above.

He recognized its source, and he frantically flew up the stairwell with the other Guardians.

Author's Notes:

Hey guys! Thanks again for reading. Please comment and rate. Thanks!