The whir of the turbine died down as the storm canon finished its grizzly task. The charred remains of the dragon left a smell in the air that was revolting.

General Titus smiled at the roasted beast If that's the best this world has to offer, This won't take long. The canon was one of the most powerful weapons in all Determis, nothing this world could stand up to it.

The invasion force arrived at the same ruins the scout detail made camp. The place had been ravaged by wild animals and most things of value were gone. It didn't matter though seeing as they brought plenty with them.

This world really is quite beautiful. he thought to himself, It's a damn shame it won't last.

--- --- --- --- --- --- --- --- --- ---

“Is everypony here?” Midnight asked.

Twilight did a quick headcount, “Looks that way.”

Midnight surveyed the shelter, “Ok, we'll wait for the others by the entrance. Be good for Ms. Cheerilee, ok.”

“Ok, Daddy.” Aurora said, “Bye.

--- --- --- --- --- ---

“You behave for your new daddy, ok, Angel.” Fluttershy snuggled her bunny, “Mommy has to leave for awhile, so eat your carrots.”

She struggled to hold back tears at the fear in Angel's face.

“This just ain't fair,” Big Mac look just as scared as the bunny, “We ain't even been married a whole day and you have to run off and fight.”

“I'm sorry, honey.” she said putting a hoof on his cheek, “I love you.” she planted a kiss on his lips.

When they broke the work pony looked into those big beautiful blue-green eye's, “Ah love you, too. Just be sure ta come bake to me, yah hear.”

She just smiled and ran towards the entrance.

--- --- --- --- --- --- ---

Applejack, Rarity, and Rainbow Dash were holding the fillies important to them.

“Ya better behave fer yer brother, Applebloom.” AJ told her little sister.

“Ah will, sis.” she replied, “You just better come back.”

Rarity looked at her sweet little sister, “If anything should happen, I have a letter that need to be sent to mom and dad.” she gave a letter to Sweetie Bell, “The last of my winter line is finished, so send that off to Ms. Stitch, she'll know what to do with it.” It was a chore to keep her composure, “Take care of opal for me and be in bed by eleven.” she kissed her sister on the fore head.

Scootaloo could hear Dash's heart beat. It was a sound that she learned was fear.

“Let me come with you.” Scootaloo said, “Midnight said that I'm one of the best fighters he knows. He said I could probably even beat you.”

“Oh really, well we'll have to test that when I get back.” The rainbow pegasus, “I have to go kick some human flank outta Equestria, ok.” she hugged the little filly closer, “I love you, Scoots.”

“I love you too, mom.”

RD's resolve wavered for a moment. Scootaloo never called her 'mom' before.

“I-I have to go.” she quickly let go and flew out of the shelter before she lost it.

--- --- --- --- --- --- --- ---

Pinkie Pie gave her famous smile to her long time employers and friends, the cakes, “Thanks for everything. I had sooooo much fun working for you, and playing with the foals, and trowing parties,”

She continued like that for five minuets. The Cakes listened to every word intent on remembering them all.

When she finally finished Mr cake said, “Pinkie, I just want you to know, We've always thought of you as a daughter. Stay safe and don't get yourself hurt.”

“Thank you.” Pinkies mane didn't quite have the poofiness it usually had as she turned at ran out.

--- --- --- --- --- --- ---

The eight warriors stepped into the early morning light with heavy hearts. Each of them knew that this was likely the last time they would see their families and friends. They knew the odds were none of them would survive, but they would at least die knowing that the gave Equestria a fighting chance. That's why they were here. The true purpose of this fight wasn't to win but to cripple the invaders so the Equestrian military could finish the rest.

They silently filed into the hauler and equipped their armor and weapons while Jacob once again drove.

It was silent. Nopony spoke. The only sounds were of sliding straps and clinking metal.

--- --- --- --- --- --- --- --- --- ---

“Luna!” Celestia ran as fast as she could through the castle terrifying those she past.

“What's wrong, 'Tia?” Luna asked when Celestia barged into her room.

She took a moment to catch her breath. Luna knew before she even spoke.

“Luna, They're here.”

The moon goddess jumped out of bed and followed her older sister to the observatory.

--- --- --- --- --- --- --- --- --- --- ---

Midnight stared at the image on the communicator that Celestia put on. It was an older man who looked to be in his late thirties with silver streaks in his hair and a meticulously cared for uniform.

“That's General Titus!” worry was apparent in Midnight's voice, “He's the head of the Mage Guard and my teacher. He's dangerous girls, I'll handle him if it comes to that.”

The hauler was still barreling down the road towards the Everfree, and the princesses were showing them what they could see from the magic telescope in Canterlot.

The image swept over several metal objects, “Those fliers will be your primary target Rainbow Dash. Cut the wings and they fall, simple.”

“No problem.” she gave her signature salute.

“Those big ones,” he pointed to several tanks, “are all you AJ. They have a thick armored shell that you'll need to get through, but with your hyper rune it shouldn't be a problem.”

“Ah gotcha.” she answered.

“Wait! Go back a bit, Princess,” the image panned to what looked like a massive version of the hauler but with a large canon. The canon ended with what looked like a claw, “Shit, why the hell would they bring a storm canon here?”

“This 'storm canon' sounds like it's a bad thing.” stated Luna.

“It's one of the most powerful weapons in their arsenal. Think of it as a lightning gun.” Jacob explained.

“That's no big deal,” said Rainbow Dash, “I'm a pegasus, I can redirect lightning.”

“This is over a thousand times more powerful then a natural bolt.” Jacob said flatly.

“A-a th-thou-thousand...” Dash thought about how a normal lightning bolt hurt.

“Don't try to deflect it. Avoid and dodge.” Midnight warned, “I'll think of some way to destroy it.”

“So, what's the plan?” Twilight asked.

--- --- --- --- --- --- --- --- --- --- ---

The sight before the Dawn Shield was terrible. A massive section of the forest was wiped away leaving only cinders. Midnight reached out with his magic to feel for his hidden weapons.

They're still there, good he thought.

The invading army was advancing toward them at a rather quick pace. It didn't seem like they were seen yet.

“It looks like we have the element of surprise.” Midnight said, “Jacob, unlock them.”

The runesmith moved to each one waving his hand over their runes which briefly glowed red, “These will only last about an hour before they're used up so make em count.”

The army moved ever closer.

“Get ready.” Midnight said.

The warriors each drew their weapons.

Midnight focused on his seal and locked on to several buried devices, “Dash, go.”

As soon as she took off on rune powered wings a series of explosions racked the enemy numbers, sending many flying. The sounds of panic cut off by the order to charge.

Jacob aimed a rocket launcher at the sky and fired a missile. It flew on a course that would put it in front of a falling rainbow.

CRACCA-POW

The missile exploded leaving a highly dense storm cloud. The soldiers ignored it and continued the charge.

RD continued her dive just at the edge of the rainboom. Close to the end of her plummet a storm cloud  bloomed into existence right in her path. With a smile she entered the cloud at the exact moment she forced her way through the rainboom barrier with a flash and a bang.

Fluttershy immediately through a shield over Jacob and Midnight, trying to protect them from the harmful effects. It mostly worked. The pain was excruciating but only a fraction of what it was at the stadium.

The invading army was another story. Great cries of pain came from their midst. Only about six hundred soldiers weren't affected. Only those without magic.

When the soldiers saw the four ponies in front of them confusion took over and their charge slowed. The four ponies took advantage of this lapse to activate their hyper runes.

AJ's body began to change as her skin became steel. Hammer in mouth she charged.

Twilight was surrounded in a ink black aura an tendrils of smoke and shadow lashed out at her foes.

Rarity's body disintegrated into a cloud of pony-shapes earth lashing out with stone and gems from the earth as well as her own body.

Pinkie Pie, the pink whirl wind, became three whirl winds working together controlled by one mind.

Midnight recovered enough to activate the next phase.

About a hundred mini golems burst forth from the ground in between the pain-crippled magic users and the ones still fighting.

Midnight hated stooping to low dirty tricks but he had no choice. He set the golems to start cutting the throats of the defenseless soldiers. It worked for several seconds before the men stared recovering.

Out of the five thousand soldiers that marched out of the Everfree, one thousand were killed by the bombs, and one thousand three hundred were killed by the golems before they were quickly dispatched. Close to half their numbers were gone, but so was the element of surprise.

The air quickly filled with winged drones, bolts of magic, and gun fire. Tanks began rolling out launching their payloads toward the eight death-machines.

AJ got hit hard by a shell from a tank and was sent flying. If not for her metal skin she would have been killed

Rainbow Dash zipped through the sky, like the jet fighter she resembled, cutting drones to pieces. She had cut down dozens but there seems to be no end to them.

After cutting a few more she felt the tell-tale feel of the fur on the back of her neck stand on end. She doubled her speed and banked hard as a powerful column of electricity streaked past dazing her.

When she look at the edge of the battlefield she saw the storm canon, 'claw' spinning rapidly as another blast charged

--- --- --- --- --- --- --- --- --- ---

Big Mac was sitting by himself in the shelter. He knew that his wife and sister weren't coming back. The only reason he wasn't out there with them was because of Applebloom and Scootaloo, who he was going to adopt.

Ah'm not even married a day before Ah'm a widower. he brooded in the fact.

The shelter was dark and depressing to the large stallion. More like a prison than a sanctuary.

It seemed like he was loosing everypony close to him. First it was his parents, than Granny Smith, and now his sister and wife. Applebloom was all he had left...

or at least she would be if not for the distinct lack of three mischievous fillies.

--- --- --- --- --- --- --- --- --- ---

“Come on, Applebloom, Load those up already.” cried Sweetie Bell.

“Ah'm hurryin'.” Applebloom responded as she placed another barrel full of some mysterious powder.

“So, are you sure these will help.” Scootaloo asked their helper.

“Dropping these from your bird of wood, and help your friends greatly, they should.” she said

“Alright, take care.” she said and jumped into the wooden plane as the runes brought it to life.

To the departing craft the zebra said, “Meet your destiny on the field of red, else all of Equestria will soon be dead.

--- --- --- --- --- --- --- --- --- --- ---

Rainbow had spent several minuets dodging lightning bolts before she decided to land in the fray. Now her and Twilight fought side by side. Dash cutting with her blade and bludgeoning with her basic rune wings. Twilight swung four swords (her pistols ran out of ammo) as her shadow tendrils struck out with a mind of their own.

Fluttershy flew to her and, using her hyper rune healed and restored the two.

The crew of the storm canon saw this, “Aim for the yellow one.” said the sergeant in charge.

“Sir, it's hardly even fighting. Maybe the purple one would be a better target.” said the corporal at the gun.

“The yellow one is healing them. We take it out and the others will be easier to kill.”

The gunner took aim as his target flew to one of the others.

Fluttershy felt the electricity in the air and looked at the menacing weapon. It was pointed right at her.

She threw up a full power shield right in front of her just as the bolt streaked across the battlefield and struck the invisible wall. The force of the impact shattered her protection and threw her several yards back where she landed on her back with a thud.

She looked up and saw a soldier raise his sword to her. Unable to bare watching her own death she closed her eyes.

“YAAAHHIIIEEEEEEE” what started as a battle cry turned into a pained scream.

Fluttershy opened her eyes to see a white fluff attached to the mans hand.

With his other hand he reached down, grabbing the thing by the hind legs, and pulled it off.

“Fucking rabbit.” said the soldier as he swung the bunny in a wide arc, slamming him into a charred log.

“ANGEL!!!” Fluttershy yelled as she kicked the man as hard as she could.

She grabbed the bunny in her fore hooves and cradled him. He was bleeding from his mouth and ear. She tried healing his but couldn't feel the rune anymore. Fluttershy knew there was nothing she could do for him. He was dieing.

Tears fell down her face as she held him close. A paw on her cheek brought her to look at her little Angel. He was smiling weakly at her and brushed away her tears.

Struggling to control herself she did the only thing she could.

Hush now, quiet now,

its time to lay your sleepy head

Hush now, quiet now,

it's time to go to bed

His smile grew at his mammas lullaby. Tears welled up in his eyes as his light faded.

As the grieving mare held the lifeless form of her brave bunny the storm canon lined up another shot and fired. Next Chapter: Chapter 11: Requiem Estimated time remaining: 28 Minutes