I received a far more coherent report from Captain Speedwell. The dawn patrol had spotted the mass of misshapen creatures just a few leagues ahead of us. Most of them scuttled and crawled over the ground, but there were a substantial number of fliers. They didn't quite number into the thousands, as Rainbow Dash had claimed, but there were hundreds more than had been reported by the Dodge Junction pegasi.

Fortunately, most of them weren't very good fliers; the black things floundered through the air like sun-dazed bats or, in the case of those shaped sort of like spiral umbrellas, rotated through the air in a ridiculous fashion. But they all possessed spikes, claws, and fangs, and they outnumbered us by an order of magnitude.

"They pulled in, concentrating over the grounded ones when we approached," the captain told me.

"Good," I said, thinking aloud. "Then we may be able to keep them bunched up by threatening the groundlings. Threaten only, captain. Don't lose the advantage of height, and don't let either wing be surrounded. Pick off any stragglers if it's safe to do so, but leave the main attack to Luna, the unicorns, and myself. Always keep your troops out of the fire lane directly in front of Evenstar."

"Understood, Your Highness. Blue and Green Wings are ready to launch on your command."

"Thank you, captain. Uhm... where is Princess Luna?" I asked, tightening the last strap on my armor.

"She's on the bridge, Your Highness," he said with a flat expression. "Trying to stamp holes in the deck."

"Ah." I hurried forward, followed by Rainbow Dash and the captain.

We found Luna glaring out of the forward ports at the scattering of distant dots above the horizon.

"Commander on deck!" the helmspony snapped as he saw me come through the hatchway. I nearly jumped out of my skin. I had settled into ruling my own realm well enough, but I still wasn't used to all the shouting involved in military operations. It also took a second for me to realize that he was talking about me.

I took a deep breath.

"Ready the ship for battle, captain."

I was speaking to Captain Zephyr, who commanded Evenstar. The third captain on board, Captain Lightning Lance, commanded the unicorn guards and was at his station in the forward dorsal cupola. It's kind of confusing, but that's the way the military does things.

Captain Zephyr barked out a few curt orders into a speaking tube and a crewpony opened the hatches on either side of the bridge. Captain Speedwell saluted me and went aft to join his squadron, snapping, "Rainbow Dash, with me!" as he left the bridge.

I went and stood next to the starboard hatch, the wind whipping my tail against my legs. Luna stood by the port hatch and glanced in my direction every few seconds as we slowly approached the monstrous horde.

"All ponies at stations. Standing by for your command, princess," the captain said a minute or so later.

"Thank you, Captain."

I tried to estimate our distance from the enemy. They looked less like a spill of pepper across the sky and more like scurrying ants, but the clear desert air didn't give me much in the way of a frame of reference.

A minute later, I could make out the different flying types by their patterns of motion, if not by their shapes. The ones on the ground were clearly visible by then. The rising sun cast Evenstar's shadow across them and they looked up. Well, the ones that had eyes did.

Twelve furlongs out.

Eight.

Four... It was time.

"Go!" I shouted, and threw myself out of the ship, flapping hard for altitude. I saw the pegasi fan out to my right and left as they spilled out of the aft hatches, streaking forward to flank the swarm of enemy fliers. Luna rose beside me with nostrils flaring and eyes blazing with excitement.

I called up my shield spell as I climbed, and when I had reached the apogee of my planned course, I recreated the magical buzzsaw spell I had improvised against Chrysalis back in the ruined city. I distorted the shield, reducing the defining points to only a few. As I dove into the cloud of monsters, I poured momentum into the shield, spinning it until the points shrieked through the air.

Think of a big fan. One of those huge, industrial models that Mr. Breezy sells. Now imagine removing its wire blade guard and turning it all the way up. Now throw a large bucketful of grapes into the blades.

Yes. It was just like that.

I wasn't quite prepared for the amount of drag or the uneven torque transmitted to me by my collision with the swarm, and my flight path wobbled all over the place as I strove to force my way through the mass of creatures.

Bolts of magic sizzled past me from the unicorns aboard Evenstar, each one dropping several fliers. I realized I was getting too close to the central fire zone and let myself drop lower than I originally planned. The bolts wouldn't harm me through my shield, but they would force me to use up more energy; even at that early stage of the battle, I caught myself wondering if I would have enough to see it through.

Luna flashed by me on my left, her couteaus striking monsters like a filly dragging a stick along a picket fence at a gallop. It takes a great deal of strength and skill to use couteaus effectively while maintaining controlled flight, but Luna cut through the swarm like it was the easiest thing in the world. I couldn't swear to it, but I thought I heard her singing as she went by. Her bat-winged guards followed in her wake like ducklings behind their mother. Savage, terrifying ducklings.

I fought my way clear of the crowded airspace and dropped my shield to conserve energy as I met up with Blue Wing on the right flank.

"Are you all right, princess?" Captain Speedwell called.

"I'm just... fine," I said between big gulps of air. "How is it going here?"

"One casualty, on the way back to Evenstar. Otherwise good. We've taken out dozens of the things so far."

I saw Rainbow Dash, hovering behind the captain, and immediately felt guilty for being relieved that the wounded pony wasn't her.

"Carry on!" I replied. "I'm going up for another pass."

As I rose above the churning battle, I saw the swaths we had cut through the sky with just our first assault and felt greatly encouraged. My pegasi were much faster and more agile than the floundering monstrosities, and that made each encounter a one-on-one fight. The dark creatures lacked the maneuverability to gang up on their quicker attackers despite their numerical superiority.

I let my breathing slow a bit before I cast my shield again. I dropped through the mass of them at a steeper angle for my second pass, letting gravity do a lot of the work for me. The tactic worked very well, so I repeated it on my next two runs. The third time, I had more difficulty slowing down after my dive, and that put me even lower at the end of the run. I got a good, close look at the larger horrors that slithered, crawled, scuttled, and squelched along on the ground. No two of them were alike. The only thing they had in common was a lack of symmetry and general hideousness. At the center of the horde was a truly enormous thing that looked like the worst bits of a spider, a slug, and a stingray all stitched together. Hideous doesn't even begin to cover it. Why does anything need that many eyes?

"Twilight! Beware!"

I had been so distracted by Big Ugly that I hadn't noticed the rain of angry fliers dropping down from above. Evidently, getting too close to the groundlings was a no-no, and the fliers were intent on explaining that to me.

I had time to give an acknowledging nod to Luna before they slammed into me. I hadn't dropped my shield, of course, so I let the swarm run into me, thinking it would just save some time and effort on my part.

That was a mistake.

Even as my magical weapon shredded them, they shoved me so hard that I was driven down to within range of Big Ugly. I didn't see the attack, but I most certainly felt it. I was wrenched around so sharply that my neck and back lit up with pain and my shield stopped spinning. Its points had become stuck in the huge flap of skin that had extruded like a frog's tongue from the back of the giant monster below me.

The flesh of the pseudo-tongue suffered for it: much of it was torn into greasy ribbons that were oozing a dark viscous fluid, but the sheer mass of meat had absorbed all the energy I had put into my shield. So great was the shock from the sudden transfer of momentum that I nearly lost concentration and dropped my spell.

That would have been very, very bad.

The tongue-like flesh began to curl around my shield and retract back into the mass of Big Ugly's main body. The fliers ramming into the now unrotating but still sharp shield were continuing to knock me around.

"Twilight!"

Blasts of midnight blue magic crackled around me, burning away the fliers and cutting at the tongue, but I could see that it wasn't going to be enough to free me before I was pulled into contact with Big Ugly. I waited until the next of Luna's blasts hit, and when the tattered flesh recoiled from the flare of energy, I dropped the shield and called up a teleport spell. I almost wasn't quick enough. Just as I opened the vortex, I felt a heavy impact on my right shoulder.

I reappeared about three hundred feet up, halfway toward the right flank of the battle. I glanced at my shoulder and saw a smear of dark ichor across the metal but I felt only a slight sting of pain. The armor had done its job. I looked around for Luna and found her just as a second wave of fliers mobbed her. She was driven down even as she tore dozens of the creatures apart with her couteaus and armored hooves. Her guards darted in and out, slashing at the incoming fliers.

I wasted several seconds before I acted, expecting her to disengage, and Big Ugly's bleeding tongue whipped through the spot she and her guards had been only a fraction of a second after I teleported them all to my side.

Luna was a mess. She was drenched in the greenish-black gunk that served as the monster's blood and her armor was dented in several places, but she didn't seem to notice or care. "Twilight! Art thou safe?"

"Good..." I gasped. "I'm good. How... how about you?" Grabbing three armored ponies from that distance, plus the potential energy put into the additional altitude, had cost me a lot of energy, and I was lightheaded and unsteady on my wings.

"A moment to catch my breath, and I will join the fray again!" she said. Her guards said nothing, smiling their pointed smiles.

"Right!" I grinned at her. It would have been incredibly unfair if she hadn't been tired, too. "Let me get my shield up and spinning and we'll hit them again!"

Luna held out her wing to stop me and said, "Perhaps thou shouldst see to thy troops?"

Oh. Right. Just because I could wield one of our most effective weapons didn't relieve me of my duty to coordinate the action. It was not only good advice but would also give my magic a bit of time to recharge. I had gotten carried away with the excitement of battle: Mistake Number Two.

"Of course! Uhmn... follow me."

I led them away, up to where Captain Speedwell's pegasi were regrouping and asked him for a report. It was hard to believe that we had only been fighting for a little over fifteen minutes.

Despite my personal miscalculation, we were doing remarkably well. The number of the fliers had been reduced so far that the pegasi were on the offensive and looking to finish them off in very short order. Only a few more pegasi had been wounded, and the combat had gotten so close and crowded that the unicorns aboard Evenstar had stopped firing.

I considered the situation for a moment and then came to a decision. "Captain, send word to Captain Zephyr to bring Evenstar forward and start bombarding the creatures on the ground. Have Green Wing continue to harass any stragglers in the sky and use Blue Wing as a screen for Evenstar until the fliers are no longer a threat. Do not engage any of the groundlings directly. Leave that to the unicorns or find some big rocks to drop, if anypony's got energy left to burn."

I kept on the right flank and switched to precision blasts of magic. It was only another ten minutes before the sky was clear, and we went to work on the remaining monsters on the ground. We had gotten rid of all of the smaller ones and put a big dent in the larger ones when we got a very nasty surprise. I was leading a small detachment of pegasi, looking for targets of opportunity when it happened.

Big Ugly, looking ragged and abused, still had one last trick to pull. As I circled around to its left flank, its forward end began to swell and it reared up, lifting several hundred feet into the air, swinging to point directly at Evenstar.

"What's it doing?" Rainbow Dash asked from behind me.

I had no idea what was going on, but I was absolutely sure it wasn't anything I was going to enjoy. I let loose a full-powered blast at Big Ugly's bulging business end, and Luna added her own a split-second later.

The swollen flesh ruptured where we hit it and a mass of newly created fliers erupted outward. Big Ugly had been going to spit them all directly at Evenstar, but luckily our magic blasts had cut through the side of it, so the swarm was spewed to one side, right at us.

I managed to get a shield up just before they hit us. It was a only a plain spherical bubble of force, scattering the attackers rather than hurting them. The effort of opposing so much kinetic energy made me a bit dizzy, and my shield wobbled and rippled like something cast by a novice, but at least it kept us safe.

Luna banged her nose on the inside of the shield and her war cry turned into a hiss of frustration. Faced with no less than a couple hundred attacking monstrosities, her instinctual response had been to charge them.

"Wait!" I shouted at her and Rainbow Dash. "Let's get above them. Then we can attack!"

Luna looked around at the small group and nodded. "Let me move us. You have been teleporting too often, too many, and too quickly. You will exhaust yourself."

I didn't have the energy to argue. The fact that I was still in the air was probably due to pure adrenaline. "Fine. I'll drop my shield just as your vortex forms. That should keep us from getting swarmed."

Luna nodded and cast the spell so quickly I almost missed the timing. She certainly had energy to burn.

The seven of us winked in above and behind the new swarm as it organized itself, banked, and headed for Evenstar. Dash and the two pegasi dove into them, couteaus lashing out. I'd thought Luna's guards would have followed, but they stayed right with their mistress as she and I threw bolts of magic as fast as we could fire. It was a huge waste of energy; each bolt could have fried a dozen monsters, but they were so scattered that we mostly only hit one each, and there wasn't time enough to keep them all from reaching the airship.

Blue Wing met the monsters a furlong or so out, but they were so outnumbered that dozens of fliers streaked right past them. At that point, Luna and I had to stop firing for fear of hitting the ship or our own ponies, so we flew after them in pursuit. A teleport would have been quicker, but any scrap of energy I had left was too precious to waste.

At least our diversion of Big Ugly's swarm had given the airship's crew time to prepare for the assault. Captain Lightning Lance had ordered the hatches partially closed where the unicorns were stationed, so that they could fire out without risking getting overrun, but they couldn't cover the entire exterior of the ship, and the leathery creatures were already landing all over its surface. Worse, many of the creatures had found the aft hatches that had been left open for returning, wounded pegasi.

When I realized what was happening, I teleported into the starboard bunkroom, getting smacked around a bit as my exit vortex jittered violently in order to land me in an open space. I lashed out with my hooves just to clear enough space to tell what was going on and then slammed the hatches closed with my telekinesis, crushing quite a few monsters in the process. I had mirrored my telekinesis on the port side of the ship even though I couldn't see into the bunkroom there. I desperately hoped that only dark creatures had been in those hatches when they came crashing shut. With all the shouting, kicking pegasi surrounding me, it was impossible to make any sense of the general cacophony.

I couldn't let loose with blasts of force inside the ship, so I grabbed monsters with my magic, tore them off of their intended victims, and wadded them up into a jumbled mass. They felt too rubbery to crush effectively, so I heated them to near the point of ignition instead. That seemed to do the trick, but the smell was appalling. Then I dashed across the central passageway into the port bunkroom and repeated the process.

Evenstar jolted and slewed around as I finished cooking the remaining fliers. I was gasping for air and my head was aching from the overuse of magic, but the monsters didn't seem inclined to give me time for a little nap. So I gritted my teeth and teleported back outside to see what was happening. The port steering fin was in tatters and there were several holes in the outer envelope. There was no way to tell if any of the gas cells had been punctured. I thought about casting a shield around the airship, but as tired as I was, maintaining a large displaced shield wouldn't leave me any energy to do anything else.

I swooped down to just outside the forward cupola and called out to Captain Lightning Lance. "Captain! Order your unicorns to stop firing and cast a shield around Evenstar! Protect the ship and the wounded. Hunt down any of the things that got inside and wait for my orders."

I was already banking away as he acknowledged me with a salute and a crisp, "Yes, Highness!"

Unfortunately, my spur of the moment plan also prevented the unicorns from firing on anything outside the shield.

"Luna!" I screamed.

She teleported to my side almost instantly. "Twilight?"

"We have to finish off the big groundling before it can vomit out more horrors! We're the only ponies with magic out here now."

The pegasi and bat ponies kept the fliers off us as best they could while we dove in for pass after pass. Neither Luna nor I could waste energy by teleporting, so we just dodged the spikes, tentacles, and whips that lashed at us out of Big Ugly's bulk. The couple of glancing hits I took made me swear to myself to practice acrobatic flying much more often.

Luna saw the second bulge forming and we dove side by side, hammering bolts of magic into it. Big Ugly's skin ruptured, but we kept on firing, burning away the mass of fliers while they were still tightly-packed and unable to avoid our blasts.

We were dangerously close to the ground and traveling at high speed by the time we were sure we had gotten them all. Pulling up out of the dive made my wings and shoulders burn with the effort, and my flight became so erratic that I thought I was going to lose control. I did, briefly, but I held out until I was climbing, folded my wings, and let momentum take over. When I reached apogee and began to fall, I opened my wings again and banked away from the monster.

I desperately wanted to just glide down and take a long nap on the soft, gore-spattered sand, but Big Ugly was still kicking. Well, crawling and writhing, actually, and I needed to stop it more than I needed to pass out. So, I kept banking until it was in front of me again, lit my horn, and dove again.

I don't know how long it took us. Too long is probably the right answer.

There was no climactic moment of victory, no last bellow of rage from the hideous thing. It just finally slumped down into a steaming heap and stopped moving. But we were taking no chances. Luna and I kept firing until our horns were barely glimmering, spitting out pitiful little gouts of force.

While we had been pummeling Big Ugly, the pegasi and Luna's bat ponies had finished off the last of the fliers. But it hadn't been an easy task; nearly a dozen of them lay wounded on the ground. I signaled to Captain Lighting Lance to dismiss the shield around Evenstar and Captain Zephyr immediately dropped the ground anchors and began winching down. Two pegasi wearing medical saddlebags dove out of the rear hatches and headed for the ground.

Captain Speedwell had some of his pegasi circling the area, keeping watch for any of the small groundlings that might have escaped notice, while he and the rest tended to the wounded. Luna and I landed next to the captain. I staggered as my legs took my weight and the wave of nausea that hit me nearly made me vomit. I hung my head between my forelegs and squeezed my eyes shut, breathing deeply until I felt a bit better.

"Do you need a medic, Highness?" the captain asked.

"No. No, I'm just... just... tired."

"You're wounded," he pointed out, gesturing to the streak of blood on my right foreleg.

"Really?" Sun and Moon, I sounded like an idiot. It turned out that Big Ugly's slap on my shoulder had driven the edge of my armor into me so hard that it had cut my skin through the padding. It was a shallow, trivial wound but it had bled like crazy before it had crusted over.

I shook my head. "It's fine. I'm fine. I'll bandage it later. What about them?" I gestured at the scattered wounded. "How can we help?"

"Healing spells?"

"My guards have potions in their kits," Luna told him.

"We've used them already, Your Majesty. Thank you."

"I know a few palliative spells, but I don't... I don't know how much energy I can put into them right now," I said.

"Anything would be a help, Your Highness," he said. He paused and then added, "You might want to..." His clipped tone softened and he pointed to one of the downed pegasi with a wingtip. "To see to your friend."

I looked at the pony he was pointing to. Her golden armor hid her sky-blue coat, but there was no mistaking the colorful stripes of her mane and tail.

Author's Notes:

I just want to assure you that, although this story is tagged DARK, and is more serious in tone than The Celestia Code, it will never stray into GRIMDARK territory.

Again, much appreciated assistance was given by AcademicPony, MacIsBest859, Gogito, and statoose, who beat me over the head until I wrote a better climax to the battle.