It was a restless night. Most ponies couldn’t sleep. The few who did, where the three princesses, and their royal guards. Logan himself felt sleepless. He sat outside, wide awake, poking the remaining embers with a stick.

“Back in a familiar lifestyle I presume?” came a gentle voice.

“I wish it wasn’t, Luna. But yes.” he replied. “How are you holding up?”

“It’s been over a thousand years since I acted in a war. I admit I may be rusty in combat, and a new war is not something I look forward too”

With a sigh and a gentle smile, Logan held out a steel mug full of chamomile tea offering it to the Night Princess.

“I always did love the night you know. It provides me both with a sense of fear, and safety.” he said, trying to reignite a conversation.

“Oh?” Luna inquired. “Fear and safety?”

“Fear because I cant see the other things that lurk in the shadows. I may be a night owl but I don’t have night time eyes. And safety because I can be one of those things hiding in it’s shadows. As I’m sure my sis has told you before.”

“I see. So you use your fears as a weapon to create fear in others. Am I correct?”

With a chuckle, Logan answered “Spot on. But when I don’t have to use it as a weapon… I admire it. The gentle light of the moon and stars, enough to see by, and nowhere near enough to blind… then there are the constellations.”

Luna sipped the tea as she listened with a slight blush. She knew that Logan was aware of her ability to raise the moon and stars, as well as guard pony’s dreams. She even watched as he drew constellations from his world in the dirt with a stick. The Dragon, The Hunter, Pieces, Cancer, the Dippers, Taurus, even going to point out Polaris. Catching Logan off guard, she reached out with her magic and pulled him into a gentle hug.

“Thank you Logan. I’m glad ponies enjoy my nights these days. I wish there were more like you a millenia ago.” she chuckled. “But in hindsight it was my own fault.”

“The Nightmare Moon fiasco. I heard about that. I wont argue that yes it was your fault, and I know it hurts. Knowing you tried to do evil. It’s like a stain on a white shirt. It’s all some see.” the comment hit home for Luna. Cringing as the words came out of his mouth. “But… I see it as a way to learn. A way to better ourselves, as I’m sure you’ve learned. We both have done wrong, Luna. All we can do is accept it and move on.”

Logan watched her nod as her horn began to glow, signaling the time to wake. Twilight was the first to climb out of her tent.

“Morning princess.” Logan said gently.

“Morning…” she droned, obviously not a morning pony. As Logan leaned over to offer her a hot cup of tea, Luna noticed details about the weapon Logan carried virtually everywhere.

“Logan?” she inquired.

“Yes?”

“May I get a close look of your assault weapon?” she asked politely.

Sliding it off his shoulder, he unloaded the weapon and held it out. Levitating it in front of her, she examined it closely. Starting at the muzzle, she saw what appeared to be a tube about two inches wide, with holes and notches cut and drilled into it. There was nothing special about it’s front sight, other than the sight post seem to be a florescent green. The gas tube was at a straight 90 degree angle. The for grip around the barrel was a molded rubber with a pebble texture, reminding her of a special something hidden under her pillow back in her chambers. But this rubber felt… firmer. The part covering the gas tube seemed to be made of a plastic material. On the plastic was carved ’HONEST HEARTS’ The rear sight seemed average enough. Marked with an P and had increments from 1 to 10. The entire receiver was made from what seemed to be sheet metal, obvious to Luna was the scratched black paint along its sides. The bolt was also pretty beat, with the paint so scratched it was showing the bare metal underneath. The safety lever had a notch cut out of it to act as a bolt lock. The grip behind the trigger was a black plastic. On the left was labeled Magpul, and on the right was M.O.E AK. The butt stock however, was made from wood. Carved into the wood on the right side, was ‘WAR… WAR NEVER CHANGES’ and on the left was a heart with the initials ‘L.M + C.D’. along with the heart, was the word ‘FALLOUT’.

The magazine had a distinctive curve, and a significant weight fully loaded. They too were scratched, dented and basically beat up.

“I see this weapon has seen better days…” Luna said solemnly. “Pray tell, what does the word ’Fallout’ mean?”

“It’s a long story. Never got a chance to tell ya. Ask Twi‘s family. They know.”

“I see…

Just then, a hyper active Pinkie Pie appeared. “Fallout? Why not have the words ‘Sacrifice, Perseverence, Hope, Innocence, and Compassion’ carved on it?”

“Pinkie, I’m serious. You keep sneaking up on me like that, one of these days it’s gonna get you shot. And I’m pretty sure your NOT made of cotton candy.” Logan growled. And to help get his point across, the sound of a 1911 cocking on his hip resounded throughout the camp. “Besides, that’s it’s name. Fallout.”

“Hehe, sorry.” she said backing down. “But why name it that?”

“Because I can. Everyone up?”

The solar regent was the last to wake. As she slowly climbed out of the tent Rarity generously loaned, she wondered when they were going to leave.

“Not a chance your highness. Princesses stay put. Guards with them. Twilight, I suggest you stay as well.” Logan ordered.

“I am not staying. Ponyville is my home, and I will not stand for my friends being attacked!” she demanded, stomping a for hoof in defiance.

“What about family?” he asked raising an eyebrow.

Twilight Velvet’s voice, while gentle, held a strong resolve. “Twilight, Sweetie, we’re fine. Don’t worry about us. Save your kingdom.” the glare on her face immediately told Logan to not stand in that filly’s way.

“Ugh. Fine. But you do as I say, when I say and- hey, we’re the kids at?”

_________________________________

05:30 Hours,

1 week until to Nightmare Night

Border of Ponyville/Everfree forest

CMC’s watch in horror as Ponyville is attacked

“Sweet Celestia…” Sweetie Belle gasped in awe as some of the town’s buildings were burning. “Still think this was a good idea Scootaloo?”

“Can we not start a fight? We got other, bigger problems. Besides, we got a dragon on our side.” Scoots chided confidently. “Now, how do we get in there unseen?”

By then Spike had grown impatient and was hiding behind the school, carefully poking his head out, he examined what had happened.

The last time they had a changeling problem, they just attacked at random. Like everyday ponies not in the equestrian military tried an invasion against a military base. Last time they only won because of attrition. This time however, this time seemed to be military precision, as well as attrition. Some ponies still put up a resistance, but others were trapped in a sticky green goo.

“Spike! What the hay! Ya couldn’t wait?!” Applebloom growled quietly.

“You guys wouldn’t stop bickering. Sweetie, isn’t that Button Mash?” Spike asked pointing towards a young adolescent colt seemingly glued to a game station by the park.

“Oh my gosh it is! Spike? Ideas?” Sweetie whimpered.

“I thought unicorns always thought better when under pressure.” Scoots chided.

“Okay, okay! Uhm… Spike, do you think you can burn the stuff away? We can try and rescue as many as we can, as long as those changelings don’t see-”

A sudden growling hiss got their attention. Slowly looking up, were three changelings, hovering with wicked grins. A large burst of green fire caused them to back off slightly.

“GET THEM!” One hissed.

“Run!” Applebloom shouted as they ran towards the young colt. Upon reaching him, they began to hold back the changeling squad. It took two or three breaths of fire before an exhausted Button Mash was freed.

“S-Sweetie Belle? Applebloom? Scootaloo? You guys need to get outa here!” he tried to shout.

“Not yet! Where is everypony else?” Sweetie asked as they holed up inside the school house, barricading themselves inside with desks and chairs.

“What do we do now?” Button asked. Sweetie in response looked at the clock. It read 5:55.

“Oh Rarity, please hurry…” she whispered quietly. Within moments, changelings began to bang their way in. a loud crack immediately got their attention. Looking behind the teacher’s desk, was Applebloom, kicking her way through the floor and into the basement.

Scootaloo quickly rushed over to help. “Well? Afraid of ruining your hooficures!? Get over here and help!” she shouted, snapping the others out of their stupor, causing them to quickly rush over and join.

Quickly managing to bust through the floor, the teenagers were quickly in the school basement, headquarters of the Foal Free Press.

“Great. What now!? We’re trapped!” Sweetie belle shouted.

“They’re in the basement!” they heard changelings shout as windows and doors smashed. “Surround them.”

The young ponies and dragon found themselves quaking. They had faced dangers before, Cockatrice, Manticore, even Timber wolves. This was a whole new game of hoofball.

“We’re doomed…” Button whispered. Moments later, the sound of magic impacting the wooden structure resounded.

“You have 30 seconds to surrender!”

“Buck off!” Scootaloo shouted.

“GET THEM” a changeling shouted. The sound of magic charging filled the air and then… silence.

A shrill scream filled the air. Thinking it was a spell, they looked around, only to find changelings starting to swarm in. looking in the opposite direction, Spike saw a crying, and wounded Sweetie Belle.

“Sweetie no!” he screamed. “You monsters… I’ll destroy you…” his livid expression of pure hate instantly warmed the room from the increasingly chilly air. With a loud growl and a burst of green flame, he tackled the first changeling to enter the basement. His fangs tore square into its neck, forcing a purple hued blood to ooze from the gap between the dragons mouth, and changeling neck. With a sharp tug, half the changeling’s neck was torn off.

Without thinking, Spike tossed the twitching shape shifter to a corner, and with a sharp intake of breath, lit the next ablaze. Soon enough, cracks and thunderous booms filled the air.

______________________

“What do you think those kids were up to?” a sniper asked.

“I don’t know Taylor. Eager to help friends? You were pretty eager to join the resistance yourself when the Great War hit us.” Savannah answered as she ended another changeling by the school.

“Hey! Logan’s back! He’s bookin it to the schoolhouse too. Covering fire!” Taylor barked over Savannahs rifle.

________________

Sliding through the small window leading to the schoolhouse’s basement, Logan assessed who was in there. “What the hell were you kids thinking!? never mind. don’t answer that now. Lets get the hell outa here!” he shouted as he picked up Sweetie belle and slung her over his shoulders. “Spike, use this! Pull the trigger with your pointer claw, but ONLY point it at changelings!” he said tossing him the AK he aptly named ‘Fallout’

Spike managed to come down from his rage enough to take heed of Logan’s instructions.

“It’s got a fresh mag, so yell if it goes click. Work the lever in front of the trigger to drop the old one, and I’ll toss you a new one. Just toss the old ones back.” he said as held Sweetie Belle’s hooves with one hand, and his .45 in the other. “Look. Our friends are making their way to Sweet Apple Acres. That’s where we’re going. We haven’t got time to save everyone. Lets go.” he instructed as he kicked open the cellar door. Changelings dropped left and right as he saw two glints from a nearby hill.

“Thank god for sniper cover.” he whispered. Nearby, magic blasts hit changelings, stunning them temporarily. A streak of rainbow color overhead signaled the arrival of Rainbow Dash, who bucked, kicked and punched every changeling in the sky.

“Thank Celestia ya girls are alright. We’ve been worried sick!” came the country drawl of Applejack.

“Indeed we ha- wait, where’s Sweetie Belle?” Rarity asked in a sudden panic.

Without so much as a word, Scootaloo pointed to the still crying and bleeding Sweetie Belle on Logan’s shoulders.

“What happened?!” the alabaster unicorn shrieked.

“Changelings. They used their freaky magic to bust through a wall and she was hit by a large piece of wall-”

“A Support stud” Applebloom corrected.

“Whatever.”

Further up, Logan was trying to reassure the wounded filly. “Trust me Sweetie Belle, I know it hurts. Just hang on a bit longer and I promise we’ll make the pain go away, ya hear!? Tap your for hooves together twice if you believe me.”

In response, he got two shaky taps of hooves. Finally looking up, the barn, and the forest behind, came into view.

“I need a new mag!” Spike shouted, tossing the now empty AK-47 magazine towards Logan, who responded in kind by tossing a full one back. He watched as Spike, almost instinctively loaded the rifle, and fired well. Hitting almost everything he aimed at.

“Damn…” he whispered. “Come on kids, almost to the forest!” glancing behind him again, the princess, farmer, athlete, dress maker, party animal(who was oddly enough using a cannon that shot confetti and balloons) were all to be seen and accounted for. (Fluttershy had preferred to stay behind with the princesses.) all easily keeping pace.

Looking back at the woods, he estimated the distance at 700 yards. To his left were his sister and her fellow sniper Taylor, AKA Red Tail, also running alongside, using their side arms to keep other changelings at bay.

600 yards,

525...

415...

275...

112...

68...

5...

Finally!