Dauphin moved through the corridors of the fortress. It really was more of a prison at this point. The only military personnel there was the abundance of guards. Dauphin hated having to do this to so many innocent civilians who had only been defending their homes. They could have kept the assault in Canterlot, leave everyone else out of the fight. But that wasn't the plan; you have to go with the plan.

Dauphin figured it was a reasonable measure, considering the implications of what they were doing. It was the right thing for Equestria to have leaders who actually used their power to its full potential. He didn't care about that though. The power, the wealth - even the well-being of Equestria. He just wanted a way out of all this. The fighting, the betrayal, the contempt. He hated it. He hated that there was no way he could just go back to living a normal life.

That was all he wished for - a way out.

But those are wishes. Wishes don't come true; that's why they're wishes, they're just a hopeful dream. If he wanted a way out, he had to go and find it, not just sit and wish it would come to him.

So this was it: his way out. Whether he liked it or not, this was the path he took, and he would stick to it to the grave if that's what it took. He wasn't sure it would lead that far or not. It didn't matter, it was a way out all the same.

Dauphin strode into the corridor of the lowest floor in the base. He gave a quick order to the guards to leave as he walked to a dark, quiet cell on the far end of the hall. He pushed the key in with his mouth and swung the gate open.

In the cell sat Leo, scarred and worn. He didn't even look up when Dauphin entered. Dauphin sat on a wooden stool in the corner, while Leo remained propped up in the corner. Leo used to be Dauphin's oldest friend. He hated seeing him like this - his barely healing wounds, the beaten look on his face, the scorn in his eyes.

“Leo, listen,” Dauphin began, ”I need you to know I'm sorry things had to happen like this. I didn't want to hurt you and the others, but it had to be done.” Dauphin looked at Leo, waiting for a response, Leo shifted only slightly keeping the same, cold expression. Dauphin looked at the collar that had been placed around his neck, blocking his magic, enchanted by Eastern Spark himself.

When Leo offered no response, Dauphin continued, ”I know I can't undo what I've done... but I hope that in the end you'll be able to forgive me for my mistakes.” Leo’s expression finally changed as he looked up at him, and burning in his eyes. Dauphin went on,” and maybe when this is all over, you can join me again, it can be like old times, peaceful.”

Leo only whispered,” No... I can't forgive you; you've forsaken everything you once stood for,”Leo's voice began to rise,” and everything that I still do. I'm actually shocked that you would believe I could do that, none the less join you.”

“Leo, please...” Dauphin whispered.

“No,” Leo said firmly. ”You've damned yourself to your fate, don't try to drag me or anypony else along with you. You're on your own D, and it was your choice - not mine, or anypony’s else.”

Leo's words hit Dauphin hard. It left like something had been taken away from him, something he knew he could never get back. But he knew Leo was right - he was on his own, that was his choice, and this was the path he was going to follow, no matter where it lead.

Leo looked directly back down as Dauphin got back on his hooves and left the cell, closing the gated door. “Goodbye, old friend,” Dauphin whispered as he left, leaving Leo behind, his old life with him.

= = = = = = = = = = = = = = = =

As they entered the torn-apart library, Gates leaned against a bookshelf, exhausted. His eyelids drifted down as he slowly dozed off. Suddenly, Gates shook himself awake - he didn't like what he saw in his dreams at all. Gates stumbled over to the other five ponies, who were halfheartedly cleaning up the mess.

“So, what do you suppose we should do now?” Rairty asked, breaking the silence that had fallen over the room.

“Ah don't know,” Applejack answered. ”Ah don't reckon there's much we can do, 'specially since we don't have any idea where to start looking.”

“Well,” Rainbow added,” Gates, what do you say we should do? You seem to be the expert on all of this.”

Rainbow's words were truer than she knew. Sadly, Gates was the expert on all of this - this kind of thing was becoming all too familiar. “I don't know either,” he said weakly. ”We have no leads on where to go next. We don't have all the elements, so even if we did know where to go, we wouldn't be able to fight when we got there. I can't do what I just did again any time soon.” Gates stumbled back towards the door of the library. “But, we can't just stay here sitting on our hooves.”

“Umm, Goldie?” Fluttershy remarked, ”Don't you think you could use some rest? You don't look too good.” She was right, Gates had never felt worse. He was sore, tired, and he was feeling completely helpless. But he couldn't just rest, he had to keep fighting, he had to win.

“I can't rest,” Gates replied,” Not until we win this...” He wanted to say more, but the was no need; he could tell what his friends were going to say already. He wasn't going to win this argument.

“Nonsense,” Rarity refuted, ”everypony needs their rest, especially after what you've been through.”

“If it makes you feel any better,” Twilight added,” we can find something useful to do while you rest. We could go through the town and see if everypony else is okay.”

It wasn't an awful idea. Gates' job was to make sure Equestria was safe, and there wasn't much point in beating these ponies if there wasn't anypony left in Equestria when the smoke cleared.

“Fine...” Gates said grudgingly. ”Search the town - just don't go too far out; I don't wanna get separated again. And don't let me sleep for more than an hour or two.”

“Don't y'all worry Goldie,” Applejack assured,” you just take a quick nap and we'll be back here lickety-split.” Her words were of no solace to Gates, something had to go wrong. It wouldn't set with him right if nothing did, that would mean they already lost. He couldn't let it bother him though, it was out of his hooves. He watched as his five friends walked out the door; it didn't look right without Pinkie Pie. It was odd, he had only known them a short time, but he felt like he had been with them forever. He slid to the floor and drifted off; he wouldn't let his friends down, not this time.

Twilight and the others stepped outside, looking at the devastating scenery around them. The ground was scorched and torn up, broken windows and holes covered the sides of once beautiful buildings. Building Ponyville back up would definitely be an uphill battle.

“So were do y'all reckon we start?” Applejack asked as they walked side by side away from the library. Much to their surprise, there were actually several ponies who had adventured out of their homes and were doing just what they were.

“I'm not sure,” Twilight said, baffled. ”It seems like a lot of ponies are just fine, almost like those soldiers weren't even interested in them.” It seemed like only a handful of ponies were missing. It was uncanny - only a few hours ago Ponyville was a ghost-town, now it was filled with ponies, however not nearly as many as usual.

“Perhaps those ponies were only here for the elements?” Rarity remarked.

“That definitely seems like a possibility,” Twilight added,” Come on, let's go see if everypony is okay.” The five ponies spread out across the square in the center of town, talking to everyone, gathering stories about what had happened to them. After an hour or so the five friends met back outside the Sugarcube Corner.

“Well,” Twilight began,” it sounds like those portals only sucked up guards and ponies who were fighting back.”

“Like Spike...” Rarity commented.

“And Pinkie Pie,” Rainbow added.

“Well girls, it looks like we've got out hooves full on this one,” Twilight said,” it seems like almost everypony in town is okay, maybe we should get a little rest, too?”

“I thought you'd never say that Twilight,” Rainbow Dash sighed,” come on, let's get back to the library, I could use a nap.”

“Umm, girls...” Fluttershy spoke up,” I was just wondering if maybe we could go back to my cottage and see if my animals are doing alright?” Though her voice was low and barely audible, her eyes were wide and full of worry and concern.

“Well,” Twilight said slowly, “Gates did say we had up to two hours, it can't have been more than two hours since we left...Sure Fluttershy, if we hurry, I'm sure we can make it in time.”

Rainbow Dash let out a painful sigh, not even trying not to show her disappointment in not being able to nap. Fluttershy hardly noticed. “Oh, thank you Twilight!” she squeaked. ”I promise it won't take long! Thank you! Thank you! Thank you!”

“Alright y'all,” Applejack said,” you heard her, we only got us an hour, let's go!”

= = = = = = = = = = = = = = = = = = = =

“Did you just say 'Gates',” Firefly asked Pinkie from across the hall after the guards left the room.

“Sure did!” Pinkie Pie said in an inexplicably happy voice. ”Goldie helped me before I got caught by that silly holey-thingy. He won't just let me waste away in here, he'll come back for me, I just know it!”

“Yeah,” Firefly began, ”that's Gates alright. Allow me to introduce myself. I'm Firefly, I'm like Gates, and elite guard.”

“Ooooh, cool!” Pinkie Pie exclaimed, interrupting Firefly. ”Did you and Goldie used to go on all kinds of adventures and stuff like that?”

“Actually, yeah, kind of,” Firefly responded,” Gates was in the guard for a few months, we went on plenty of missions. Our job was always simple - protect Equestria, don't let the bad guys win.”

“Heh,” a male voice came from the cell next to Pinkie's, ”good job on that one.” Firefly shot him a look that shut him up immediately. Pinkie thought it was a look that could rival Fluttershy's stare.

“Wow,” Pinkie said, still enthusiastic,” it must have been so awesome to go on all of those adventures like that! It must really be a bummer to have to sit around in that jail cell.”

“Yeah, it really is,” Firefly agreed,” you seem pretty, eh, chipper, it's gotta be hard being locked up like this.”

“You're telling me!” Pinkie said,” The only good thing about this is I can think up a whole bunch of ideas for parties.”

“Parties?” Firefly asked confused as Pinkie Pie nodded,” Never mind, the bottom line is we're locked up in here while our friends are out there putting their lives on the line, and there isn't a thing we can do about it; it sucks.”

“So,” Pinkie Pie asked,” we're just supposed to sit here and wait?”

“No, no we're going to do something,” Firefly said,” I just wished I knew what.”

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