***

Dramatis Personae:

Grey Squadron.

Ditzy "Derpy" Doo (Grey Leader). Pegasus Female.

Butter Mellow (Grey Two). Pegasus Male.

Lightning Dust (Grey Three). Pegasus Female.

Errant Flight (Grey Four). Pegasus Male

Little Wing (Grey Five). Pegasus Female

Sharp Tip (Grey Six). Pegasus Female.

Cloud Ranger (Grey Seven). Pegasus Female.

Jagged Course (Grey Eight). Pegasus Female.

Head Strong (Grey Nine). Pegasus Male.

Royal Flush (Grey Ten). Pegasus Male.

Swift Wing (Grey Eleven). Pegasus Male.

Orange Swirl (Grey Twelve). Pegasus Female.

Red Arrows.

Jacob Snow (Arrow One). Human Male.

Thomason (Arrow Three). Human Male.

Janice Clark (Arrow Seven). Human Female.

Resistance Command.

Colonel Paul Watts (Manchester Garrison Commander). Human Male.

Captain Ever Stern (Equestrian Resistance Ground Commander). Earth Pony Male.

Lieutenant David Elliot (Manchester Garrison XO). Human Male.

Corporal Sandra Church (Watts' PA). Human Female.

***

For Ditzy Doo, often known colloquially as Derpy Hooves, the worst part of any battle was always the waiting, especially when she knew that the battle had already started elsewhere and had yet to reach her. She had never regretted leaving Equestria, joining her old friend and other ponies from across the land in a mass exodus to the human Earth and fighting the insane tyranny her home had become but there was still so much she was still not comfortable with, even after so long. Killing was at the top of the list.

Still at least at Manchester she wasn't expected to fight just right now. This was probably the safest garrison duty she had ever handled, which was why the garrison was being dismantled to the bare bones; all non-essential personnel were being shipped off to other theatres and soon enough Grey Squadron would join them. Things were actually rather calm in this portion of the country. Equestria had been concentrating more of its assaults on the south, the Royal Navy had successfully intercepted several attempted assaults before they could reach land and even Equestrian covert infiltration had been failing according to some of the reports Ditzy had been given lately. In fact, Grey Squadron's assignment in Manchester seemed more like a form of rest and relaxation than anything else.

Ditzy hadn't seen much of Manchester, the base was on the outskirts of the city and apparently the rest of Grey Squadron hadn't bothered to take a look either. Lightning Dust, Royal Flush and Head Strong had all tried to individually organise their own excursions into town but they had all fallen on deaf ears. The team was not very enthusiastic about actually going anywhere. They had a chance to relax and lie down and it seemed they were going to take it.

Ditzy looked at her squadmates barely three metres away from her. They were all bunched together, some were chatting, others, like herself were sitting alone contemplating something. Royal Flush was playing Solitaire, nopony willing to actually try beating him at cards anymore. The runway they were sitting on was actually an old paved road that had been abandoned and then appropriated for the army. They were all sitting on the edge, keeping out of the way of the few planes that were still stationed there. Sharp Tip, ever the optimist, had suggested that the grass would probably be more comfortable to lie on and the others had agreed with the young energetic flyer. In this day and age small comforts were all they could afford and all the more precious for it.

Away from them the human crews stationed at the airfield also moved in a more casual manner than any Ditzy had seen before. Ditzy and the rest of Grey Squadron had been briefed on this group and had learnt that they were called the Red Arrows. According to what Ditzy had learnt the group used to be stunt flyers or something like that, sort of like the Wonderbolts. Lightning Dust had immediately taken a dislike to them for that - she had a bit of a bad history with stunt flyers - but they seemed pleasant enough.

They were largely safe here in Manchester and they still had quite some time before they would have to prepare to leave for wherever their next assignment was. Of course that didn't mean they were lazy. They moved with a seemingly lackadaisical efficiency that almost masked their constant readiness.

“Oi boss, what are you doing over there?” a rough exuberant voice called out to her, jarring her from her revere.

Ditzy turned to where the rest of Grey Squadron were lounging and saw Head Strong waving at her.

"C'mere and sit with us,” he invited, sounding cheerful.

Ditzy rose to her hooves and made her way over to where Head Strong was sitting in a loose circle with Orange Swirl, Errant Flight, Cloud Ranger and Butter Mellow.

Ditzy took her place in the circle as Butter Mellow and Errant Flight shuffled aside a bit to make room. Pleased that his captain had joined them Head Strong returned to what he was saying. Apparently he had been regaling the group of their last fight over the Isle of Mann.

“All right so there I was, on my own, we had just hit the Guard with everything we had and the buckers were all over the place. I noticed that I must have hit them right in the middle because there were hundreds of them all over me suddenly!"

"Wow!" exclaimed Sharp Tip, a cheerful young mare who was the latest member of the Squadron. "Sounds scary!"

"It was!" Head Strong said. "Especially the way they just got over my corkscrewing - but I guess they were getting used to it by then or something.” He paused to take a breath and collect his words. Everything he had just said was spoken in the fast paced tone that he always used. Everypony was nodding along, though more than a few of them looked a little bemused. “Anyway like five of them were suddenly charging at me with their spears down so I thought quickly and turned around. I bucked as hard as I ever had, I've caused storm clouds to go off in every direction with these legs.” He slapped said hind legs fondly. “And I got two of their spears off balance, one even dropped theirs. So I span into action again and kicked another who just appeared in front of me. I forgot my blades were out so I took out a good chunk of his pretty face before I noticed.”

“You sure you weren't just flailing around like you always do?” Cloud Ranger interrupted, a cocky grin on her face. Head Strong gave her a look of grave shock and insult.

“You think I couldn't have done all of that. I'm a much better fighter than you anyway," he replied with conviction. “I've taken on way more Guard ponies than you have, I was here at the very beginning and I can tell you that I am one of the best flyers that this outfit has ever seen”.

Cloud Ranger could only give Head Strong an amused smirk as he defended his image.

"We all know you're all hot air," the voice of Little Wing, another member of the squadron, spoke. Her tone was caustic, but it didn't match up to the knowing grin on her face. "Face it, Strong, you're a second rater."

"Second rater?" Head Strong said, eyes wide. "How dare you! Why I oughta...!"

"Oughta what?" the measured voice of Swift Wing, Little Wing's big brother, spoke, his tone calm and polite and yet somehow dangerous at the same time, even though he too was grinning.

"I oughta... have strong words with your sister," Head Strong said, gulping slightly. "About the measure of her language."

"She sounded just fine to me," Swift Wing said calmly, his grin widening.

"Yes," Head Strong squeaked. "Fine."

Everypony laughed: trust Swift Wing to be able to put Head Strong in line, he had been dealing with his somewhat immature little sister, as well as his young cousin Dark Wing, for years, and dealing with Head Strong was little different to dealing with them most of the time.

Ditzy continued listening to their banter but she could tell that the everypony else was phasing them out. Mann had been a difficult one for them all; they had clearly underestimated the enemy and almost paid for it with their lives. Worse, they had lost one of the squadron - Wall Flower, a rather soft-spoken young Pegasus with an innocent smile and an almost-naïve worldview quite at odds with his combat ability, had been downed at the battle of Mann. Sharp Tip was his replacement.

Ditzy's eyes scanned the squadron, until she saw Butter Mellow. The pony was sat alone, his greying mane glinting softly in the sunlight. Ditzy walked over to him.

"Thinking about Wall Flower?" she asked.

"Him, Silver Lining, Quiet Glide, Jaded Heart..." the older pony replied softly. "I'm the medic. My job is to keep you all alive."

"The fact that Grey Squadron has only lost four ponies in our time on operation is proof that you've done your bit," Ditzy pointed out. Mellow chuckled.

"If you say so, Ditz," he said softly. "How's Dinky?"

Ditzy smiled softly to herself. "Still enjoying running around doing errand work for Representative Cheerilee. I don't think she quite gets yet what's going on, that I've kept her from the front."

"As long as she is kept from the front, that's what matters," Mellow said, sighing slightly. "I just hope we don't have another fight like Mann to contend with for a while."

"Me too," Ditzy agreed. The fighting over the Isle of Mann had been some of the most brutal they had experienced, with little support and less of anything else. Still that had been a while ago and most of the ponies of Grey Squadron didn't like to think about it anymore.

Just as Head Strong had finished taking another breath to continue his side of the story a loud noise took them all by surprise. Thunder started sounding in the distance. Butter Mellow shared a glance with Ditzy, before looking up at the sky. There had been no sign of rainclouds - as Pegasi, most of them were well accustomed to the feeling of weather changes, even in a world where weather was far less predictable - but now they could see a large, dark grey cloud looming over the city ominously, like the hand of fate stretching over the sky. Being Pegasi, they knew when things like the weather were off.

"That doesn't look right at all," Butter Mellow murmured to himself, and Ditzy found herself nodding.

"Grey Squadron," she called out. "Scramble for combat, this looks bad."

At once, the squadron scrambled, moving to retrieve equipment and pack up their gear.

Royal Flush quickly packed his cards away and put them by the rest of their belongings. Head Strong and Cloud Ranger's friendly argument was immediately forgotten and everypony was moving to grab their wrist blades and attach them onto their forehooves. The folded metal blades were carefully locked into position as the ponies quickly and calmly prepared for another engagement with the forces of Equestria.

"What d'you reckon it is, boss?" Lightning Dust asked, the auburn-maned Pegasus staring at the sky with narrowed, suspicious eyes.

Ditzy looked up at the cloud, narrowing her eyes at it, both eyes focusing for once on their target.

"Trouble," she said.

***

Five minutes earlier...

Resistance Command.

Manchester's Resistance Command was a co-operative venture between Captain Ever Stern's Equestrian Resistance ponies and the BDF garrison under the command of Colonel Paul Watts. Though by now many people tended to see the two armies as one, they were still separate units that were cooperating, rather than one army.

Captain Stern's cutie mark - a hammer and anvil - was the only hint the pony had ever had a destiny outside of the military. As far as Corporal Sandra Church, the command staff PA was concerned, the pony looked like he had been born to crush skulls: he was tall, strong, and was often remarked to be the toughest pony in the Equestrian Resistance.

Right now, he was having an argument with the Colonel. Watts was a stern-faced, grey haired man with dead eyes and a soft voice, who commanded with subtlety, intellect and a sharp tactical eye. He and Stern were disagreeing about the stripping of Manchester Garrison.

"I still say the re-appropriation of garrison forces is a bad idea," Stern was saying, his voice stressed. "We cannot hope to hold this location against an attack in its current undermanned state."

"I agree, the stripping back is hardly desirable," Watts said, sounding frustrated, "but I've repeatedly told you, Captain, we are losing ground and forces fast. Hull, Whitby, Scarborough and Dover have all reported raids and strikes, and Plymouth has been bogged down for weeks now. We have lost several thousand soldiers and over a million civilians in the last three weeks alone, and most of our off-mainland bases have been completely abandoned. We are stretched too thin."

"So the Council responds by ordering us to abandon this position?" Stern said. "We can't keep abandoning the defences of towns and cities like this! We've lost Lancaster, and several other small villages, to raiding strikes. Abandoning these posts will only deplete us sooner!"

"And you'd rather we retreat from our coastal bases?" Watts asked, incredulous. "You do know what we're facing, Captain? Three billion militia ponies at last intel count. There is no retreat."

"I know how many they have," Stern said, his voice icy. "But I still don't think..."

The rumble of thunder distracted them from their argument, and they frowned, looking up. Sandra looked up too. Suddenly, Lieutenant Elliot, a dark haired young man with stubble and tired eyes, ran into the room.

"Colonel, sir!" he yelled. "I think you'd better see this!"

***

Above Manchester, the giant dark cloud began rumbling with even more thunder. Flashes began appearing from within. Suddenly, flashes of lightning rained down, smashing into the ground - defensive turrets were smashed aside, vehicles exploded as lightning bolts impacted them, and soldiers began running from concentrated rows of bolts that seemed almost aimed.

Then suddenly, from within the cloud, a large, egg shaped construction appeared. It was hundreds of metres long, and it's side was covered in portholes and firing steps, upon which stood unicorns aplenty, potion-bombs in their hooves and spells building on their horns. The entire thing was covered in golden superstructure with tapestries hung from its side upon which were depicted the greatest moments of Equestria history - the defeat of Discord, the banishment of Nightmare Moon, the conflict with Sombra... all were depicted. At the head of the massive construction was a golden statue of a majestic Alicorn rearing up. Upon its flank was the symbol of a shining sun, glinting yellow in the sunshine, underneath which was a name printed in bold golden letters.

Descending from the clouds was none other than the super-Zeppelin Equestrian Royal Air Ship Harmonious Order, the most powerful war-Zeppelin ever built. She was the pride of Astra Solamina Maxima's fleet, the most deadly Zeppelin in history, and she was descending upon Manchester at a rate of knots, an escort of several hundred Equestrian Royal Guard Pegasi flying around her.

***

"My God," Watts said, looking up at the sky. He was somewhat shaken by the thunder that had struck the base (though thankfully not injuring anyone), but his wits were still with him. "Scramble air defences."

"What air defences?" Ever Stern muttered darkly. "The thunder-barrage took out half our turrets, and we've only got Grey Squadron and a single bludgeon-fighter unit on standby."

"Get them out there then!" Watts snapped. "Double time! We don't have much time before that thing descends! Sound the alarm - we need to get the people into the shelters!"

***

Across the base complex and the city itself, a low, wailing droning sound began ringing out into the air, catching everyone's attention. In the city, soldiers began ushering civilians into their shelters, preparing to defend their position against the oncoming enemy.

At the impromptu airfield, the entire complement of personnel erupted into an organised chaos. Pilots were running back and forth, mechanics that had been carefully checking the planes were now fuelling and arming them as quickly as they could, fixing minor problems and warning the pilots of any potential problems they would face in an extended engagement. Said pilots had grabbed their helmets and comm links and jumped into their cockpits, taking preflight checks and, in several cases, psyching themselves up for combat.

Grey Squadron had not been lazy either. Even before the general alert went out, they had jumped into readiness, and now were performing their own preflight checks. Each of them, in addition to their own gear, was holding a packet of C4 with a timer attached.

"Hey, Mellow," Lightning Dust said softly to Butter Mellow as they prepared. "You ok?"

"I'm fine, Dust," the older pony replied. He gave her a soft grin. "Don't worry. I'm ready."

"I'll watch your back as best I can, ok Doc?" Lightning said to her friend. Mellow had been something of a mentor for Lightning Dust during her time in the Equestrian Resistance Air Force, keeping her from slipping back into her old self-destructive and selfish ways, and she repaid him by covering him in the sky, especially given his comparatively lacking combat skills.

"I appreciate it, kid," Butter Mellow said softly. "Now go get ready."

Lightning Dust nodded, and with a final smile strapped her own C4 on.

"Everypony, check your weapons!" Ditzy called out to them all. "The air is a real bad place to find yourself short a weapon cos it came off!"

"It only happened twice," Head Strong muttered.

"It looks like a standard super-Zeppelin!" Ditzy yelled. "We'll go for the traditional C4 approach - flight leaders will approach the Zeppelin with their C4 package, try to set it on the Zeppelin and then GTBO! Wingmen will provide cover, and set their own C4 if their flight leader gets downed or distracted. We clear, ponies?!"

A chorus of affirmatives reached Ditzy's ears. She nodded.

"What about the enemy forces?" Swift Wing asked.

"We'll be helped out by the Red Arrows," Ditzy replied softly, "but we're largely on our own. Just stick to flying rings around the buckers and we should be fine."

The squadron exchanged glances. They knew it wouldn't be so easy - and so did Ditzy - but openly acknowledging just how hard it would be was pointless.

"Alright!" Ditzy said, getting their attention as she turned to face the sky. "Grey Squadron: let's rock!"

She took off into the sky, racing toward the oncoming horde of enemy Pegasi. A moment later, the rest of Grey followed. Butter Mellow and Lightning Dust quickly caught up to Ditzy, who was their flight leader, with Lightning flanking her on the left and Mellow on the right.

"All flyers," Ditzy said, speaking into her comm-link. "Sound off."

"Grey Two," Butter Mellow's voice came in, "ready and able."

"Grey Three - let's do this!" Lightning Dust said, sounding too eager.

"Grey Four on station," the voice of Errant Flight, an experienced and calm flyer, spoke next.

"Grey Five, standing by," Little Wing said next, sounding as though she relished the chance for combat.

"This is Grey Six, ready," Sharp Tip said cheerfully.

"Grey Seven, on hoof," Cloud Ranger said.

"Grey Eight," the voice of Jagged Course, a rather clumsy pony who had a reputation for being almost as bad as ponies used to think Ditzy was, spoke. "Ready."

"Grey Nine, aye," Head Strong said quickly.

"Grey Ten," Royal Flush put in. "Reporting in - feeling lucky."

"Grey Eleven, standing by," Swift Wing said, echoing his sister.

"Grey Twelve," the voice of Orange Swirl, a pony from Ponyville who had lost great deal during the war, spoke. "Ready."

"Alright," Ditzy said to her team. "One Flight and I will run rings round the centre lines, try to confuse them and keep them off everypony's backs. Two and Three Flight will cut them up on the left and right flanks. Royal Flush, you and Four Flight are up for taking the Zeppelin first."

"Betcha we can get it," Royal Flush replied cockily.

"I'll take that bet if we all get home in one piece," Butter Mellow said quietly.

"Chill, Mellow," Lightning said easily. "We got this."

"Cut the chatter," Ditzy chided them as they approached the enemy lines. "Execute on my mark!"

They drew slowly closer to the enemy's approaching line.

"Mark!" Ditzy yelled.

At once, ponies from each flight began executing the famed "corkscrew" manoeuvre. Ditzy span, her blades unfolding. She closed her eyes briefly as she made contact with the enemy - she could feel her razor sharp blades cutting through armour and flesh, and felt a soft spray of blood against her face. She opened her eyes, straightened her course, and flew dead ahead, aiming for the Zeppelin, before banking right, hoping to draw some ponies off of Royal Flush. Flush's team, meanwhile, began the long flight to their target.

"They're all over me!" she heard the voice of Orange Swirl say, panicking.

"Stay on target!" Swift Wing told her, his voice calm.

"There's too many!" Orange yelled again.

"Stay on target!" Wing insisted.

An ear piercing scream whined in Ditzy's earpiece. She saw the figure of a pony in a distinctive Grey Squadron shirt falling from the sky, a wing torn off, and briefly closed her eyes.

"Grey Twelve is down!" she heard Royal Flush yell.

"Grey Lead!" she heard the voice of Butter Mellow. "Permission to -!"

"Denied," Ditzy said heavily. "Concentrate on keeping these buckers off the rest of our team!"

"Roger," Mellow said, sounding unhappy. Ditzy saw him charge into a horde of hostile ponies, corkscrewing straight through them. Ditzy sighed - Mellow was going to get himself killed doing that.

"Grey Three, cover Grey Two," she said softly.

"On it, boss," came the confident voice of Lightning Dust.

As the young pony raced after her friend/mentor, Ditzy charged after one pony who was on Little Wing's tail. Lowering one blade, she raked the Guard across the back - he arched in pain, before falling from the sky.

"Thanks, Lead!" Little Wing said quickly, racing off.

"No problem," Ditzy replied.

"Grey Leader, this is Arrow One," a new voice spoke in Ditzy's ear - this was the voice of Jacob Snow, the leader of the Red Arrow squadron.

"Arrow One, go ahead," Ditzy said.

"We're starting our bludgeon run now," Snow said, the epitome of calm. "You might want to warn your ponies to steer clear."

"Roger that," Ditzy said. "All flyers be advised, bludgeon fighters inbound."

A series of acknowledgments came through the communicator. Shortly afterward, a droning sound came to Ditzy's ears. She turned, to see the Red Arrows incoming, and despite herself, she smiled.

They might actually have a chance.

***

Sharp Tip, a young and somewhat inexperienced flyer, was torn between two feelings. The first was exhilaration - she was flying with Grey Squadron, in her first real action. So exciting! The second was terror - all around her, ponies were falling. Orange Swirl was already gone - the flyer had been a nice pony, fun to be around, and her death was a shock to Sharp Tip's system.

Nonetheless, Sharp Tip was determined to do her best by her friends.

"All flyers be advised," the tinny voice of Grey Leader came through. "Bludgeon fighters inbound."

"Roger, Grey Leader," Sharp Tip replied smartly. She immediately kept her eyes open for the Red Arrows, the only bludgeon fighters in Manchester. A moment later, she saw them.

The Red Arrows Hawk aircraft had once been streamlined, albeit still deadly, trainer aircraft, best used for the purpose of aerobatics and other such pursuits. Now, however, they had been transformed into deadly, armoured bludgeon-fighters. The only real way for human flyers to fight the much smaller and faster Pegasi, prior to the development of the bludgeon-fighter tactic, was for them to be in helicopter gunships, but bludgeon fighters had been developed to do a human equivalent of Grey Squadron's favoured "scattering" technique - simply put, they bludgeoned their way through Pegasi. The only problem was that they ran the risk of bludgeoning friendlies too, but that was considered an acceptable risk.

As Sharp Tip watched, the Red Arrows flew in formation, aiming straight for the main bulk of the Equestrian forces.

"Arrow One to all fighters," Tip's earpiece buzzed with the voice of Jacob Snow. "Time to plough the road."

With that, the bludgeon fighters smacked into the Equestrian forces. Sme ponies were smeared across their windscreens, though they had special wipers installed for just such occasions. Others had limbs shorn off by the sheer power of the impact, and fell screaming to the ground. Many fell with bludgeoning damage, their necks and backs broken: the lucky ones died quickly, the unlucky fell in agony until the ground ended their pain.

"Yeah!" Sharp Tip yelled in triumph. Seeing the bludgeon fighters at work was a real honour.

They were not, however, invincible. One or two started spinning out of control, their windscreens cracked or obscured or their engines clogged up with Pegasi feathers and other debris from their targets. The bludgeon fighter tactic was known for the horrible casualties that could be inflicted. Still, it seemed for a moment as though the battle could, in fact, be won.

Suddenly there was a crack, as if a sonic boom had just happened in the air near them. All heads turned to the direction the noise had come from. Sharp Tip's ears flattened against her head as she realised what that sound signified, and it only got worse when Ditzy's voice confirmed it.

"Attention!" she said urgently. "We have confirmation of RD on site - repeat, Rainbow Dash is on site! All ponies, high alert!"

And then there she was, at the head of a formation of Wonderbolts. Rainbow Dash herself, the Equestrian Aerial Ace, the proverbial Red Baron of this war, without the honour, but with the merciless skill.

"Horsefeathers," Sharp Tip swore. She flew left, moving to link up with Little Wing and Errant Flight, the other two members of her flight. This was gonna be a battle worth remembering - if she survived it.

***

Jacob Snow frowned at the message he had just received. He flicked a switch on his panel and banked right.

"Three and Seven, close up behind me," he said softly. "All other fighters continue bludgeon manoeuvres."

"Roger that," Janice Clark, Arrow Seven, said, her voice filled with nervous tension.

"On your six, Arrow One," the stern voice of Thomason, Arrow Three, added.

"We're gonna try for that Wonderbolt formation," Snow said softly. This got an immediate reaction.

"Sir, no one's ever survived a bludgeon run against Wonderbolts - certainly not one against Rainbow Dash!" Clark reminded him, her voice tinged with concern.

"We've got to try," Snow replied sternly. "We're RAF: we're the Red Arrows. If any human's going to beat that bitch in the air, it's gonna be us!"

"Yes sir," Thomason said, his voice sounding vaguely enthused. "Let's take that little whore down."

Snow didn't reply, merely adjusting his course. The Wonderbolt Squadrons were still flying in formation, but they were some of the few Equestrian forces that didn't stick to such rigid formations in practice. This would be tricky.

"Thirty seconds to bludgeon impact!" Snow called out, checking his readings.

"Confirmed," Thomason said.

"Check," Clark added.

And then they made contact.

A Wonderbolt cracked into Jacob's windscreen, the mare's back breaking as she impacted at an awkward angle. She flew past the plane and Jacob lost sight of her, tilting his plane to fly into another group. One pony was sliced in half by his left wing, and another got knocked spinning into the void by his right.

"Alert!" Thomason's voice spoke panicking slightly. "Pony bits clogging my starboard engine! I'm going down...!"

Jacob caught site of Thomason's plane going down, smoke pouring from his right side. He cursed under his breath.

"Sir!" Clark yelled a moment later, panic filling her voice. "I've got multiple targets on my six! Need help! I need -!"

And then her voice, too, cut off.

"Clark?" Jacob said, then cursed again. Now he was on his own.

Suddenly, there was a clang on his plane's hull, and he felt the balance shift slightly - a sure sign that a pony had landed on her. He banked right, and began moving in a spin, intending to throw the pony off, but suddenly, the cockpit canopy was cracked open, and he was wrenched from his seat.

It took him a moment to acclimatise to the fact that he was in midair without a plane, before he realised that he was looking at Rainbow Dash, who was holding him up by one hoof.

"Hi," she said, grinning. "Bye."

She let go of him, and he, without a parachute, fell screaming the hundreds of feet from where he had been to the ground...

***

"The Arrows are down!" somepony yelled over the comm, a nervous edge to their voice. Ditzy wondered vaguely if it was Jagged Course or Sharp Tip.

"Grey Squadron," she said softly into her comm device. "Stay on mission. We need to keep up this holding action long enough for Four Flight to take the Harmonious Order down!"

"We're about two minutes from target!" Royal Flush called out. "We just need a little more time!"

"I've got multiple hostiles on my six!" the voice of Jagged Course cut in, sounding panicked. "I need help, urgently!"

"Stay calm!" Head Strong said, sounding determined. "I'm on them."

"Too late!" Jagged screamed, and then a yell of pain could be heard. "Oh pony gods, my leg...!"

"Motherbuckers!" Head Strong swore. "I'll bucking get you, you little...!"

"Head Strong, calm down!" Ditzy called, but then she saw, in the distance, Head Strong, fighting against what looked like thirty or forty Guards and Wonderbolts at once. She saw his hoof go to his C4 packet... and then an explosion ripped apart him and every pony around him in a massive fiery ball.

"Dammit!" she heard Butter Mellow curse. "Grey Leader, we're getting torn up!"

"I know," Ditzy replied tersely. "Two Flight, follow Four Flight in, give them as much cover as you can. Grey Seven, go with them."

"Roger that!" Errant Flight's voice spoke, sounding impossibly calm.

"Roger," Cloud Ranger added.

"Where does that leave us?" Lightning Dust asked. As she spoke, the Wonderbolt squadrons seemed to be getting even closer.

"That leaves us running interference against the flying Wonder-bitch and her flunkies," Butter Mellow said grimly.

"Form up, One Flight," Ditzy said. "We're gonna hit them with our best."

"Right with you, boss," Lightning Dust said, an oddly enthusiastic note in her voice. "Time to pay dear Rainbow back for an old debt."

***

Royal Flush was a gambling type by nature: his cutie mark was a hand of cards, and he lived by the idea that if you gambled big, you could either win big or fall hard.

He was determined that today he would do the former, but as he heard ponies - his good friends - die around him, he was increasingly convinced that the number that everypony - that everybody - was born with had finally come up for him. Still, if his number was up, he'd do his darn best to send as many of these Solamina-loving bastards to Tartarus as he could.

Now that they were closing in on the Harmonious Order, he could see some of the more impressive details. The actual ship section was filled to the brim with soldiers, many of whom were being disgorged by transport chariot.

"Swift, you still with me?" he asked.

"To the end," the calm voice of Swift Wing spoke.

"Good," Royal said. "I'm gonna aim for the gas bag at the rear, see if I can't take this bastard out that way. Might dodge some of that flak too."

"I hear ya," Swift said, sounding somewhat more tense. "I'll follow you in and see if I can't cover you. All covering flyers, keep their fighters off of us and let us worry about the flak."

"Roger that, bro," Little Wing replied, her voice tinny through the earpiece. "We've got you covered."

Royal Flush aimed for the rear of the giant gas bag, keeping his eyes on the prize. As he did so, his eyes frowned, surveying the large construct that floated behind the Harmonious Order. It was a giant tankard, being held up by several dozen balloons. Previously it had been concealed by the bulk of the Order and the clouds, but the latter were dissipating and Flush was close enough now to be able to see behind the former.

"You seeing this, Swift?" he said.

"Yeah," Swift replied, "looks like a Thunder Tank."

"Say again, Grey Eleven?" Ditzy's voice spoke.

"We have confirmation that the Solaminan forces were using a Thunder Tank, Grey Leader," Royal Flush said grimly.

That explained how they were able to control the weather outside of Equestrian territory: the Thunder Tank was an invention used to bring Equestrian weather patterns to Earth's soil, where magic wasn't quite so reliable. Unfortunately, this one looked to have been weaponised, explaining how the Equestrian forces had managed to launch a thunder barrage when they shouldn't have been able to manipulate Britain's weather like that.

"Understood - concentrate on the Order for now," Ditzy instructed. "The Tank won't be up to much without it."

"Gotcha, boss," Flush said.

As he and Swift flew, a barrage of magical projectiles started zooming toward them, bolts of green and blue destructive spells zipping past their ears and they headed for their target - fortunately, they were used to such barrages, and most spells travelled comparatively slowly, and thus were easy to dodge. Unfortunately, those same spells were also being launched at the ground forces, and were less easily dodged if you weren't born with wings.

"There's too many of them!" Errant Flight yelled. "We can't keep them all off you, Four Flight!"

"We're almost there - just a few more seconds!" Swift Wing said.

"I've got four on me!" Sharp Tip yelled urgently. "I can't shake them!"

"Bank left," Cloud Ranger's voice said, sounding tense. "I'll cover for you..."

"Roger that," Tip's voice said, sounding relieved. "I - wait, there's -!"

A cyan, pony shaped blur flew past Royal Flush, and he followed the rainbow trail it left as it smacked into the dot that was Sharp Tip. She yelped in pain, and then was silent - Flush briefly caught her limp form plummeting from the sky, but ignored it, focusing on his mission. The fact that Sharp Tip had been the youngest of them, the most eager… well, he’d lost good friends before. He’d have to wait until he wasn’t about to join them to mourn.

"Damn, there's a lot of them!" the voice of Little Wing spoke through the earpiece. Flush risked a glance in her direction - she had at least a dozen ponies on her tail. "I - wait..."

Suddenly, there was a yelp of pain, and Swift Wing stopped, falling behind as he looked for his sister. His eyes widened as he saw her, too, falling from the sky.

"Little Wing?!" he said, sounding horrified. Unfortunately, his concern for his sister cost him his life, as a cyan and rainbow-coloured blur slammed into him, knocking him aside and breaking his wing. Unconscious, he plummeted toward the ground.

"Horsefeathers!" Flush swore. Rainbow Dash was here. He was still only few dozen metres from the Order, but Dash might be on him any second. Realising he didn't have a choice, he decided to gamble for one last time in his life. He set the timer for ten seconds on his C4 packet, and closed his eyes as he flew top pelt at the Zeppelin.

Royal Flush was the best gambler in Equestria prior to the exodus. He rarely, if ever, lost his bets. It was something of a tragic irony, then, that the last gamble of his life was one of the few he lost. His C4 exploded when he was still at least forty metres from his target.

***

Ditzy saw the explosion and cursed as she realised another member of her team was down. Now it was only her Flight, Errant Flight and Cloud Ranger left.

"What's the plan, boss?" Lightning Dust said softly, her normal cocky tone softened by the deaths of so many teammates.

"There's only one choice," Ditzy replied. "We need to take down that Zeppelin." She breathed in, calming herself. "Four and Seven, continue running interference."

"We'll do our best!" Errant Flight said, sounding harassed.

"Two, Three, on me," Ditzy said. "Let's do this."

***

On the ground, Lieutenant Elliot knelt by the prone form of Colonel Watts. The officer was wide eyed and staring at something no one could see, a piece of shrapnel firmly lodged in his head. Behind his body lay the bottom half of Ever Stern, the top half buried under so much rubble that it would be a miracle if his features were recognisable under it all. The Lieutenant cursed, before moving to stand near an observation port.

The Harmonious Order was bombing the city of Manchester to pieces, raining fire and potion bombs in equal measure. Elliot cursed as he watched it's progress across the sky.

"Report!" Elliot yelled out.

"We're getting confused reports from Grey Squadron!" Sandra Church relief,d her hand held up to an earpiece as she operated the radio. "Most of them are down, and their first flight is setting up an attack run on the Order."

"Good," Elliot said softly, looking up. "They might be our last hope." He grabbed the radio from Church. "Get to the evacuation centre. I'll hold the fort here."

"Yes sir," Church said, running out. Elliot moved to contact Grey Leader.

"Grey Leader, this is Resistance Command, come in?" he said. "Grey Leader?"

***

Ditzy dodged a Guard pony and sliced another's wings off as she flew. Her earpiece buzzed.

"Grey Leader, this is Resistance Command, come in?" the voice of Lieutenant David Elliot, a man who Ditzy knew vaguely from his work with the Doctor and with Lyra, spoke. "Grey Leader?"

"Elliot, is that you?" Ditzy asked. "Where's Watts?"

"Dead, along with Captain Stern," Elliot said grimly. "I need to know your status."

"I'm down to my last few, going for an attack run," she said. "What's yours?"

"We're getting bombed to shit down here," Elliot replied, sounding strained. "We need that damn Zeppelin gone, now!"

"We're on it," Ditzy said. "Keep your fingers crossed."

"Roger that," Elliot said heavily. "Good luck."

The earpiece buzzed again, signalling Elliot disconnecting, and a ditzy redoubled her efforts.

"Keep an eye open for Dash!" she warned her wing-mates as they kept flying towards the Order. "She's the biggest concern, and with Flush's death, they'll have realised our plan!"

"Sure Dash is that clever?" Butter Mellow asked, looking around carefully nonetheless. "She's more a fighter than a thinker."

"I know that little bucker from the bad old days," Lightning Dust replied, sounding more venomous than Ditzy could remember her ever sounding, "and she's cleverer than you'd think. She'll have guessed it."

"Stay on target," Ditzy said, cutting them off. "Assume she's onto us."

As if on cue, a cyan blur raced past them, clipping Butter Mellow as it did so. He cried out in pain.

"Mellow!" Lightning Dust screamed in shock.

"I'm hit!" the older pony said, cursing. "Dammit all... get that Zeppelin. Dust - I'm proud of -"

Before he could finish, the blur screeched past him again, clipping him harder and sending him spinning silently into the void.

"Butter Mellow!" Lightning Dust screamed. "No!"

"Stay on target!" Ditzy yelled, fighting back her own shock at the death of Butter Mellow.

"Buck that!" Lightning Dust yelled. "That darn pile of horseapples is tearing through us! The only way you'll reach the Zeppelin is if somepony takes her out, or at least distracts her!"

"Grey Three, stay in formation!" Ditzy ordered, practically yelling.

"Sorry boss," Lightning Dust said. "Bad line."

And then she took off, speeding faster than Ditzy had seen her do outside of training. Cursing, Ditzy concentrated on her target.

***

Lightning Dust followed the rainbow-coloured trail that Rainbow Dash had left in her wake, speeding to catch up to it. She was going so fast that sparks of lightning were coming away from her, striking the Guard ponies that dared come too close.

A moment later, she was flying alongside Rainbow Dash. The cyan pony looked over at her, eyes wide, and Lightning gave her a cheeky grin and a mocking salute.

"You!" Dash yelled angrily. Lightning Dust winked at her.

"Catch me if you can, whorse," she said, doing her best to sound nonchalant. With that, she sped off, heading as far away from the Harmonious Order as she could. She could tell Rainbow Dash was following her - how could she not? The two of them were old enemies, ever since Dash had gotten Lightning Dust kicked off of the Wonderbolts.

It had been a long time since then, and - partially thanks to the help of ponies like Ditzy and Butter Mellow - that she had become as much of a team player as she was. Deep down, though, she knew she still had the urge to prove she was the best, and doing this - racing Rainbow Dash in a life or death situation - might be her last chance to indulge that.

Besides - Butter Mellow had been the closest thing to a father figure she had had in years. She would make Dash pay for his death, if it killed her.

She flew faster and faster, passing the outskirts of the city and reaching the lower hills of the Pennines in record time. She could feel Rainbow Dash behind her every step of the way.

Suddenly, she stopped and held her bladed arm out, and felt Rainbow race past her, knocking into her arm in the process. About ten metres from ta Lightning Dust, Rainbow managed to halt, and she turned to face Lightning Dust, scowling at her, a long red scar now marring her cheek.

"You'll pay for that," she said angrily.

"All talk, no flight," Lightning Dust replied.

Faster than she could blink, Rainbow Dash had rammed into her, and flew both Dust and herself into the ground. Soil and dirt exploded all around them, and Lightning Dust coughed, vaguely aware of the irony that she would most probably die surrounded by half her namesake.

"Caught you," Rainbow Dash said, and Lightning Dust grinned as she looked up at her old enemy. "What are you smiling about, you dumb mare?"

"This," Lightning Dust said, and she pressed the detonator on her C4. Rainbow Dash had maybe a second to fly straight upwards, before an explosion flared up, engulfing Lightning Dust and throwing Dash, battered and bleeding, a clean thirty metres away from the explosion.

***

Ditzy kept flying towards the Harmonious Order, her eyes narrowing slightly as she did so.

"Grey Leader," the voice of Elliot buzzed through her earpiece. "We are abandoning the city. I repeat, we are abandoning the city."

Ditzy cursed under her breath. This was exactly the news she didn't want to hear.

"We can't!" she said desperately. "If we do, nothing's keeping them safe from the ground forces that thing's carrying!"

"We can't stop it!" Elliot said grimly. "Manchester is lost."

"Not if I have anything to say about it!" she replied. "Grey Four and Seven, get out of here!"

"Roger that!" Cloud Ranger called. Ditzy caught sight of the two of them breaking formation and retreating. By this point, there were few enough enemy ponies in the air that they were able to escape with little difficulty. Most of the enemy Pegasi were either downed or had landed.

"Grey Leader, report!" she heard Elliot call desperately. "Grey Leader!"

"I've enough explosives with me to bring that thing down if I aim right!" Ditzy said. She turned her attention to the bridge at the front of the Zeppelin. It was her best shot. The only way to be sure, however, would be to detonate with the explosives, and both she and Elliot knew it.

She briefly thought of Dinky: her beloved child. She prayed that everypony else would take care of her and prevent her from doing what Ditzy was doing here: dying in a horrible, bloody war.

[i"Don't do it, Derpy," she heard Elliot say softly.

"Ditzy," she replied, holding back tears as she though of Dinky, her voice . "My name's Ditzy Doo. Please - call me that, if this is it."

"Ditzy, then," he said. "Don't."

"I'm ending this!" she yelled back. "I'm giving my life for a cause. King and Country. You understand that, right?"

Except my cause is my daughter, she thought to herself. She pictured her little filly's face, and smiled, blinking back her tears as she hurtled toward the bridge.

"I understand," he said after a moment, though Ditzy wasn't sure he entirely did. Maybe one day he would. Truth be told, she hoped he never had this choice.

She took a breath as she neared the bridge - she could almost see the panicked faces of the ponies on the bridge.

"Get them back for me - and tell the Doctor, please?" she asked.

Before she could hear his reply, she pressed her detonator, literally a scant four feet from the bridge window.

There was only light.

***

From the ground, it looked something like this: the bridge of the Harmonious Order exploded the wooden frame burning as the explosion from Ditzy's C4 set a half dozen fires. The fire, however, wasn't deadly to the lower hull so much as not was deadly to the combustible bags of gas within the main Zeppelin frame.

There were ten giant gas bags inside the Zeppelin, designed in such a way that if any one was punctured, it would not impede the ability of the Super-Zeppelin to fly. She was designed, in point of fact, to fly even with fully half of her bags empty. She was said to be un-downable by her designer, Haughty Frame.

Unfortunately, Haughty Frame's Zeppelin design still had the basic flaw of flammable gas being the lofting method, and so the individual gas bags were set slight and began burning uncontrollably. For the lucky Pegasi crew, escape from the burning hulk was a matter of flight. For the Earth Ponies and Unicorns...? More a matter of jumping to a quick death rather than allowing themselves to be incinerated.

The Pegasi, however, were to be unfortunate as well, for the Zeppelin was close enough to the Thunder Tank that it, too, caught fire, especially as the hulk of the Harmonious Order began drifting into it. Fire mixed with thunder was an odd combination, especially magical thunder. The fire began mixing with the thunder, sending waves of the electric energy sweeping across the flames. Fire lightning bolts began lashing out at all and sundry in the skies, and since the only things left flying near the Order were Equestrian flyers by this point, it was they who were fried and incinerated by the strange magical bolts.

It was altogether an impressive display of pyrotechnics, but it symbolised something more. On the one hand, it symbolised hope for the defenders of Manchester: a sign that the tide had turned.

On the other, it was the last testament to the brave ponies of Grey Squadron who had died trying to bring it down, and - though not many realised it yet - those that did watched the fire with mournful eyes, remembering the brave flyers who had given everything so that this city, and Britain, could fight another day.

Author's Notes:

This story was edited 9th August 2015.