"If there anything in Equestria that I enjoyed...it sure as hell wouldn't be more enjoyable then flying. The wind through my mane, the crackle of thunder beneath my hooves as I skirt by the thunder clouds near the Rainbow Factory, the cheering of all the ponies in the Cloudsdale Arena when I do my amazing stunts. It was all such a simpler time back then...back when flying was so enjoyable..."

"Rainbow Dash! Twelve o'clock high! GET THOSE PONIES MOVING!"

"Now...I'm not so sure..."

Rainbow Dash barrel rolled out of the way to her left, letting out a sharp gasp and a squeak as an afflicted soared right through the air that she only just occupied a second before. Like an arrow the afflicted flew, hellbent on cracking Rainbow's spine with a single collision. A crude...yet effective tactic, crippling your foe and waiting until it hit the ground before stomping out the rest of the remains.

The cyan Pegasus righted herself quickly, looking to her left and checking over the small convoy of three large chariots that were being pulled by The Lunar Guard. She was circled all around by other Guards in an 'Atom' formation, taking potshots and swipes at any Afflicted who got too close. From the chariots, a panicked cry echoed out across the sky, a mare's cry. An Afflicted had broken through the formation, darting straight for one of the survivors.

Rainbow Dash swore as she veered to the left, trying her best to reach the chariot in time. Alas...the wind was against her today, the currents reducing her speed and forcing her to watch in despair as the Afflicted took a chunk out of the Mare's cheek with a quick, savage bite before being blasted in the head by a quickly-aimed shot by one of the Lunar Guard. "PUSH HER OUT!" Shrieked Rainbow Dash as the bitten mare began to squeal and holler in pain. The other four survivors who took up the rest of the chariot were frozen in fear, their wide-eyed expressions locked on the mare who was writhing on the floor of the golden vessel. Rainbow gave two hard beats of her wings, pushing herself through the difficult current and towards the chariot, her mouth opening and closing quickly on a large chunk of the mare's tail.

She tilted her wings against the wind, 'hitting the breaks' as her speed slowed and the chariot pushed forward. The mare was dragged quickly out of the chariot as Rainbow Dash released her tail, sending the mare tumbling down through the air. No more than five seconds had passed until the mare gave a violent lurch in midair and spread out her wings, her gleaming red eyes snapping up and locking on Rainbow Dash's. She gave a great howl of rage and flapped her wings rapidly, pushing herself back up. Rainbow let out a sharp gasp and quickly barked to one of the guards in front of her "SIX O'CLOCK LOW!" The guard turned his attention downwards, narrowing his eyes and dipping his body forward. His form turned as he somersaulted forward, his wing-cannon lining up a shot and firing.

The mare took the round in the neck, the bullet exiting out through her spine. Her wings fell limp instantly and with it, her body. With a grimace, Rainbow Dash forced herself to look away from the tumbling body. "Dammit...." she swore to herself "How many more will I have to lose?"

It was only by the stupidity of her own choice that had caused Rainbow Dash to return to Cloudsdale. She was supposed to be on a simple recon mission towards the Everfree Forest...but the amount of pony-power needed in the Battle of Cloudsdale was greater then had been previously predicted. When she passed by the first assault group on her way out of Canterlot, she had heard their target was Cloudsdale...and thought that since it was her hometown, then she had at least deserved a right to try and fight for it.

Yeah...some idea that was.

When she had arrived, shrieks and roars and blood were all that was left of the city. It was like watching a pissed off swarm of bees circle a hive of white, with a massive swarm of Lunar Guard diving down from Air-Boats high up in the sky. Many hours had passed since the Battle of Cloudsdale had begun...and already the situation looked grim. The numbers of Afflicted kept growing and growing and growing since the beginning of the operation, the fighting and chaos drawing them all in like a moth to flame. Rainbow Dash looked back towards the city as the sun moved into its evening position.

With a shuddering breath, Rainbow turned her head back forward and continued onwards with the rest of the rescue group. Like ripping off an old band-aid...the faster she got away from Cloudsdale...the faster the pain of losing it would go away.

"Hours....hours that feel like days....days that feel like years....years that feel like centuries."

"HOLD THE LINE, GODDESSES DAMMIT IT ALL HOLD!"

"How much longer must this go on...? Why does this have to go on? It's not fair...it's just....not....fair...."

"Fall back!!! FALL BACK!!!!!"

"Can I die now....please?"

Captain Shadow-Mane swore as he heaved his Wing-Cannon off of his back, his last shell spent. He charged forward towards an oncoming Afflicted, each delivering to the other a savage roar and a look of utter rage. What the Afflicted didn't see coming however, was the sudden leap the Captain made, the colt 'leap-frogging' over the ravaged pony towards another behind it. With a quick draw of his knife in midair, Shadow-Mane landed and swung his blade with a quick whip of his head. The second afflicted took the blade across the neck, going down quickly as the Captain turned to face his first attacker. The Afflicted colt stopped, turning quickly to charge back. With a brace and a kick of its hind-legs, the Afflicted dove towards the Captain...only to be blasted away by a sudden impact to its side. Shadow-Mane turned his head towards a panting Nightfire, his dark mane matted with sweat and his eyes wide and panicked.

The two nodded towards each other, regrouping in the square with the rest of Shadow-Squad. The main center of the city, Wind Square, had been turned into more of a last stand then an actual command post. Tiny cloud-walls, like sandbags, had been erected around the large perimeter, with little more than fifty Lunar Guard fighting hoof and nail for every square inch of cloud they took up. Reinforcements weren't coming...everyone had been cut off from one another...and more and more Afflicted were arriving by the second. The Cloud0-Crete Crystal had been set up in the middle of the square, its purplish aura pulsing outwards and providing a stable ground for the Unicorns to walk upon. Magic bolts and fire lit up the sky and square as five unicorns surrounded the tiny pillar the crystal was situated on, their flanks towards the pulsing gem.

It was as if they had flown into a trap...and were paying for it with their lives.

"Ninety-Nine Wind-Weaver!!!! And you can suck my- ONE HUNDRED, YES!!" Moon-Lance hollered in delight, firing off another round of his Wing-Cannon, felling yet another Afflicted who came dive-bombing towards them.

"Fucking cheater!" Wind roared back, his front hooves moving back and forth quickly as he launched round after round towards the swarms above.

"Can you both quit that shit!?" Sky-Driver screamed, bucking backwards and catching an Afflicted in the throat "Focus on FIGHTING, not some stupid ass score!!!"

"Ah don't be such a sore loser Sky!" Moon laughed, firing off another round into the fray.

Two more Lunar Guard fell to the Afflicted, their allies nearby quickly turning and putting a bullet in their fallen comrades heads before turning back towards the chaos. Just in-case they changed....risks could not be taken. "Dammit this isn't getting us anywhere!!!" Sky-Driver cried, ripping off his own Wing-Cannon as his ammunition ran out, his teeth clamping over the handle of his leg-knife and pulling it free.

"We've got to try!" Nightfire hollered, bucking in an Afflicted's face while swinging the barrel of his Wing-Cannon into another in front of him.

From behind Shadow Squad, Shadow-Mane pointed his hoof in every which direction, hollering and barking orders as fast and as loudly as he could "Reinforce the right! Theta Squad, twelve o'clock high! Nightfire, put more pressure on that street there! Magis Team, I need more FLAMETHROWERS!" The screams of the Afflicted and their death cries were loud as they were numerous...but as the minutes dragged by...they were slowly being replaced by those of the Lunar Guard. Ponies begun to fall left and right, the lines being pushed further and further back by the increasing waves of Afflicted.

Forty Lunar Guard....

Thirty....

Twenty....

"CAPTAIN!!!" Nightfire screamed, his hooves carrying him faster then the wind as he watched an Afflicted push Shadow-Mane onto his back, the Captain pushing on his enemy's belly and doing his very best to keep the lethal creature at bay. Nightfire dove with a savage roar, tackling the beast off of his commanding officer and quickly gutting it in the neck.

"Ah DAMMIT!" Moon-Lance swore "I fucking lost count! Was that two hundred?! SHIT!"

A tight circle is all that remained of the Lunar Guard, the Afflicted towering high above them and circling them like a tornado, creating a cyclone of bodies and ravaged flesh. Shadow-Mane gave a loud cough and pushed himself back up to his hooves, nodding to Nightfire who had just finished looking over him for any injury. "Gentlecolts...." Shadow-Mane began, looking up into the oblivion of diseased ponies "I believe our time has come...."

Sky-Driver threw off his Wing-Cannon, unsheathing his own blade and backing up with the rest of the Lunar Guard. A ring of twelve ponies remained, with five Unicorns standing in the middle...marking a final number of seventeen defenders in all. "Well...we're fucked..." Sky grumbled, staring into the thick wall of Afflicted that surrounded them, watching as the invaders crept slowly towards them from all sides.

"At least we'll go down fighting..." Wind-Weaver scoffed, his eyes darting to the left and right, his brain drawing up every single close-quarters-combat maneuver he knew.

Shadow-Mane turned towards the Unicorn's, his eyes shifting from them to the crystal as he asked "Can you still overload it?"

One final act of rebellion on his part...his refusal to go down without taking as many as he could with him. The only fail-safe to the potential failing of a crystal...overloading it and destroying it with an intense, magical explosion...the magnitude dependent on the amount of magic poured into it.

"Of course...how big of an explosion do you need?" asked one of the hooded Unicorns, the rest of the Lunar Guard gulping and muttering quick, final prayers to their family and Luna.

"As big as you can give...in the quickest amount of time possible." Shadow-Mane answered, turning his glare back towards the masses before him "We'll give you as much time as we can..." He cleared his throat and barked to the remaining Guards that stood with him "Seems this is it! Remember your duty, and remember who you're fighting for! Though we die here today, our memory will live on in eternity! We died fighting for Equestria and her ponies! We fought against the odds of impossibility, and butted heads with the reaper of death, daring him to come after us! Let us dare a little further! Look your enemy in the eyes as you draw your last breath, and hold with them a gaze of the darkest malice you can conjure! If it's our time to go...then let's see if we can use what little time we have left to beat Moon-Lance's high score, and die fighting for the future of Equestria! TO BATTLE!!!!"

The Lunar Guard let out a unified battle-cry as Moon-Lance scoffed, grinning widely as the masses of Afflicted let forth their own shrieking, horde like cry, charging forward towards the group.

"Here we go...HERE WE GO!" Wind-Weaver hollered as they drew close, the Guards bracing for impact. Just as the first Afflicted dove towards Nightfire....a voice rang out across the sky, amplified and booming with an aura of magic.

And the Afflicted...did just that. The tornado of bodies slowed...the charging beasts stopped, some in mid-dive who fanned out their wings and retreated back slightly. The Lunar Guard blinked in shock and awe as the Afflicted...stopped. Shadow-Mane himself could only stare towards the mass of death before him with a limply hanging jaw and a pair of wide eyes. Never before...had an Afflicted ceased in its tracks. Never had the Afflicted stopped once they had targeted their prey. There was only attack...kill...infect....there was no stop!

"That'ssss better." hissed a voice from above, drawing the eyes of The Lunar Guard upwards. What Shadow-Mane saw...brought a shuddering gasp from his lungs. A mare...wrapped in a cloak and shrouded by a mask, floated high above one of the ruined cloud buildings, her horn aglow with a magic colored in pink and purple. her hooves and legs were wrapped tightly with cloth, and from her back sprouted two pick colored, ethereal wings of magic that flapped gently through the air.

"By Luna's Mane...is that..." Nightfire whispered in horror, drawing a deep glare out of Shadow-Mane towards the mare above.

'So they still exist...damn it all...' The Captain thought darkly to himself, his voice echoing out through the sky "So it's you that's in charge of this horde, is it?!" This drew several confused glances out of The Lunar Guard and the Unicorn's...all of them whispering except Nightfire, who seemed to be the only one who understood the Captain's question.

"This horde?"

"What's he talking about?"

"Who is that?"

"Whoa...those wings."

"Why's she all wrapped up?"

More questions bubbled quietly from the group as the mare above cocked her hooded head slowly to the left, her voice light but full of power as she spoke "That is not your business Slaver, I have come for your crystal, and your removal from MY city. You were a fool to even bring that device here...with as much magic as it expels I'm surprised that you didn't alert every Precious One in Equestria."

"Captain...what in the hell is this crazy bitch talking about?" Moon-Lance muttered, his eyes locked on the hovering figure above.

"Not now Moon...." Shadow-Mane growled to his soldier before shouting back up to the mare "This city belongs to the un-diseased, innocent Pegasai of Equestria! You and your heretical, diseased mutants have no right or claim over it!"

"You WATCH YOUR MOUTH!" roared the mare, causing the Afflicted surrounding them to let forth a low, unified growl. "My Precious Ones are ponies just like...yours. It was because of YOU and Celestia that we've ended up this way! Your mistake, your blindness! Lost and misguided were the ones you call 'Afflicted'...lost until I showed them the way, showed them that even though rage boils in their heart, that they're still ponies like you and me. But the consequences of your actions are too severe to leave unpunished....give me the crystal, and I'll promise a quick and painless death for you and the rest of your Lunar Guard!"

The group looked slowly over towards Shadow-Mane who kept his gaze on the mare above for only a few moments longer before turning his attention to the Unicorn's behind him. "We can't let them have the crystal...but I can't leave Canterlot unwarned." he whispered, a look of sympathy in his eyes.

The Unicorn's nodded, the one closest to him muttering "We understand Captain...we'll hold a shield as long as we can...you and the rest of The Lunar Guard push down through the clouds...get out of here."

Shadow-Mane nodded, putting a hoof on his shoulder and whispering "You will not be forgotten...the ponies of Equestria will sing songs of praise for your noble sacrifice." The Unicorn's gave one final nod before flaring up their horns, drawing in as much magic as they could.

"Fools..." growled the floating mare, amplifying her voice yet again and speaking in her hiss-like voice "KILL...." The Afflicted let out a unified howl and dove towards The Lunar Guard...only to be met by a glowing half-sphere of Rainbow color.

"NOW! Through the bottom! STOMP!" Shadow-Mane roared, the guards stomping on the cloud beneath them and quickly breaking it away. The Unicorn's clenched their eyes tight as they poured as much magic as they could into the gleaming crystal, the guards burrowing down into the cloud.

"SSSSTOP THEM!!!!" Shrieked the mare, who covered herself with a pinkish aura, vanishing with a quick teleportation spell. The Afflicted battered and dove into the shield as The Lunar Guard broke through the bottom layers of Cloudsdale, fanning out like a freshly bucked hornet's nest.

"Split up! Fly as far and as fast as you can away from here and regroup at Rendezvous Post Golf! FLY!!!!" Shadow-Mane roared, turning in a random direction with Nightfire at his side. The two of them pumped their wings as hard and as fast as they could as the rest of the guard took off in a 'shotgun' like pattern, scattering everywhere. "Get out of here Nightfire, I'll catch up with you later!" Shadow-mane barked, drawing a firm head-shake out of Nightfire.

"With all due respect Captain, but I think you and I both know that the game's just changed for everypony in Equestria. I haven't abandoned you before and I'll be damned to the moon if I do so now! Brothers to the end sir, as always since Operation Anchor-Wing!"

Shadow-Mane let his lips curl up in a small smile before nodding and pushing harder with his wings through the air. Moments passed, with nothing but the heavy beating of wings for sound. And then...the sky fell. Cloudsdale erupted in atomic, magical flame as the crystal finally overloaded, a mushroom cloud of purple color flaring upwards as a shock wave of rainbow magic and energy blasted outwards, obliterating Cloudsdale and the Afflicted swarming it. The pulse and wind of the explosion slammed into the two fleeing guards, their flight interrupted and their bodies tumbling through the air as pieces of Cloudsdale and bodies of Afflicted that weren't vaporized fell from the sky.

The Captain and the Seargent finally manged to right themselves after a few moments, the two coming to a stop and hovering in the open air. Their armor was broken and mostly in shambles, drawing the two of them to finally discard it completely and let it fall through the air. Shadow-Mane's dark purple mane and Nightfire's black mane flapped about in the high altitude winds, their dark fur matted with sweat and their eyes weary and tired as they stared towards what used to be Cloudsdale. "Captain......Shadow," Nightfire wheezed, looking towards his best friend "I'm so sorry..."

"It's alright Nighty..." Shadow-Mane sighed, looking away from the falling city "We're alive...and we've confirmed that The Carriers are still in existence....we need to get to Rendezvous Post Golf and then back to Canterlot as soon as possible."

"But sir," Nightfire asked as they began their flight south "Wouldn't that be counter productive? Post Golf is way far South at six hours flight and Canterlot is only a three hour flight from here. Why don't we just go home from here?"

Shadow-Mane looked over towards his friend as they flew through the air, explaining as they went "Because Night, that Carrier could be following any one of us. You heard what she said about the crystal, it was emitting too powerful of magic...it was drawing more and more Afflicted there like bees to honey. The last thing we want to do is lure her to Canterlot and the other crystals...which makes me wonder why they haven't been discovered already...." He furrowed his brow for a moment before shaking his head and sighing "Either way, we need to get the hell out of dodge just in-case she's following us anyway. I don't need them opening the shield for us if she's following us with an army of those things. Safety first, as always."

"Yes sir, of course" nodded Nightfire, the two of them diving towards lower altitudes and disappearing quickly into the cloud bank. It wasn't until they were completely hidden in the mass of white that Nightfire asked "Sir...do you think Post Golf will have any of that cider we always used to drink?"

At this...Shadow-Mane simply laughed and said "Well you know Appleloosa and their Cider mottoes....enough is never enough. They'll be plenty there, I'm sure."

The two of them dipped further downwards, appearing out of the bottom of the clouds. The air was slightly warmer, more comfortable at that height, and allowed them much more visibility...visibility of a plume of smoke that was immediately spotted by Nightfire.

"Sir, down there!" He shouted, pointing a hoof towards the ground. Below, a group of three chariots had crash landed, magical fire and bodies littering the area. Whether or not they were Afflicted or not had yet to be seen, and from their height, Shadow-Mane could spot a few glints of midnight armor.

...and a mane of Rainbow.

"The Element of Loyalty's refugee group! Come on Nightfire we got to get down there, on the double!" Shadow-Mane barked, dipping downwards with a nodding Nightfire and soaring down towards the ground.

"Please...please be alive" Shadow-Mane whispered to himself "Please let something good come of this day...something good out of all this bullshit."

Just something good....please.