"Princess Celestia, the-"

"I know. It's been 30 moons, and the human army has come to take revenge"

"Yes, your Majesty. Wh-"

"Assemble our lines on the Macintosh Hills and the far side of the Hayseed Swamps. The Baltimare side, in case you were confused." the Princess ordered.

"Yes your Majesty. But what about-"

"The Badlands? We don't need them. Besides 'the enemy of my enemy is my friend' and our former enemies won't like this new enemy encroaching on our territory."

"Wait... explain th-"

"No time to explain. Assemble the troops!"

"Yes, your Highness"

The 38th Armored Division was advancing towards a range of high hills 150 km north of the Portal. It was supported by the 3rd, 5th, and 6th fighter wings, the 12th, 18th, 21st, and 23rd bomber wings, and the 7th and 29th Infantry. They were making steady 50 km an hour progress, when their advance was slowed by their first major obstacle: bugs.

"Hey, look up there. Doesn't that look like a cloud of locusts?" Private Waller asked Corporal Jackson.

"Yeah, it does. They won't bother us though."

"Actually, that looks more like a swarm of pegasuses" said Private First Class Smitty, who wasn't the fullest ammo box in the jeep.

"Pegasuses? It's Pegasi, dumbass." said PFC Gibb, who was a complete jackass who kissed up to the officers.

"Actually, It's pegasoi, because the original word was Greek, not Latin." said Private Jewell, a nerd who somehow managed to survived Basic.

"Whatever it is, it's coming in fast!" said Sergeant Montgomery.

The Changeling Swarm had scouts burrowed all over the Badlands. Several scouts had reported the extraequustrial invasion of their territory, and the Swarm had mobilized for attack. Now, Changelings began hailing down on the land forces, surrounded by magical flaming auras to smash the invaders into the ground.

"All units open fire" came the command. Every APC, half-track, and Humvee poured 50 and 30 cal slugs into the descending Swarm. Many were hit, but roughly a third of the insectoids made it through the barrage and impacted.

Several vehicles were ingulfed in flame as their gas tanks were compressed by near-suicidal bug ponies. The changelings that missed were spared a fiery fate, but their luck was far worse. Most were mowed down under automatic fire.

Silent Stroke was probably the damn luckiest changeling that ever lived. He survived by blind luck, every bullet fired at him went straight through the numerous natural holes in his body. If he were a brave changeling, and valued his country, he would have shouted "I'M INVINCIBLE!" and rushed the nearest group of soldiers, but he was a coward and ran away like any sensible being faced with an army of NATO soldiers and nothing but dead comrades. Heck, he was technically now the superior officer, since everyone above him was now dead, so he could make a "tactical retreat" or even order an "advance in the opposite direction". He got out of their fast, and fled right out of the Badlands into Equestria. Celestia was way better than these alien freaks. At least she didn't kill changelings.

"Sir, there's a lone Changeling flying this way." reported the unicorn Watch, who used a telescoping spell to detect enemy movement.

"Send two Pegasuses to intercept."

"Um... Permission to speak, Captain."

"Granted."

"It's 'pegasi', sir"

"Hmm?"

"Pegasi. The plural form is 'pegasi', not pegasuses"

"Just send two of them already."

"Yes sir!" replied the Watchpony.

"Hey, love-muffin, where you going?" Sergeant Star Hunter called to the Changeling

"Anywhere but back there. Those aliens are bucking insane! Can you believe they killed the whole damn Swarm? KILLED!" Silent Stroke cried.

"Actually, they didn't quite finish the job." Private Lightning Dust snickered.

"I'm serious! They're heading right this way, and if you don't stop them, I'm moving to Caneighda!" the Changeling replied.

"Relax Bones, the EUP Guard can handle this. Come on Lightning Dust, let's go back and-"

There was a firestorm erupting just as the pegasi (or pegasoi, if you prefer) turned around. Several F-35 Lightnings had just launched Air-Ground missiles at the EUP Guard defenses, and half the camp was flaming from incendiaries.

"Sweet Celestia, I didn't sign up for this!" shouted the unicorn Watchpony as he hurled lightning at the Lightnings. "Damn it, I just hit Lightning!" he cursed "Bucking human things move too fast!" He ran over to the now downed Pegasus. "You alright, Private Dust?"

"Get your bucking hooves off me, I'm fine."

"All units, fall back to the caves, we're taking too many casualties!" cried the Captain. Most ponies quickly obeyed.

"Buck that! I'm going out with a bang!" cried one particular Specialist Fire. "Come on... unicorn whose name I don't know, let's go kick some human flank!"

Catching up the Watchpony, Private Fire flew after the nearest human flying machine. "Don't just hang there, blast the damn thing!"

"It'd be easier if I wasn't upside down." the unicorn replied, but he complied anyways. After firing several missed shots, he managed to ignite one of the Lightning's missiles, blowing the aircraft to smithereens.

"Yes! Now we-" Private Fire's celebration was cut short by a burst of auto-cannon fire that ripped through the unicorn and ripped off several feathers. "Buck my life." she said as she plummeted to the ground.

It was over before the Armored Division even arrived. By the time the 38th got there, nearly half the Macintosh Hills line had been completely destroyed, and the remaining half was in full retreat towards Appleloosa. The Human force carried on, barely slowed by the EUP Guard's finest. Meanwhile, separate divisions moved out towards the San Palomino Desert, and the 22nd, 25th, 30th, and 31st Infantry moved across Equestria's eastern swamps.

Some unfortunate pony had to bear the news to Celestia. Some unlucky mule was chosen for the job, because none of the guard messengers wanted to do it.

"Princess... we have lost almost 11,000 troops at the Macintosh Hills. And that's in only two hours of attack. The Enemy has not slowed down."

"Where are the troops moving?"

"Towards Appleloosa and Las Pegasus as of right now."

"Inform Chief Thunderhooves and Sheriff Silverstar that they are to evacuate immediately. Tell the captain to have any retreating troops lay an ambush in the town. Make it look abandoned. Make it a ghost town. Meanwhile, I have a letter to write to a former student."

"Yes, Your Majesty"

It was close to 6:00 pm as the ground troops moved into Appleloosa. It looked desolate and abandoned for thirty years, at least. There was now no sign of the nearly twenty thousand ponies who had retreated this way. Most had gone on, leaving a trail towards the Capital of Canterlot, but unbeknownst to the Armored division, two thousand ponies had stayed behind for an ambush.

After several fly-overs, the F-35s and other air support craft had left, pursuing the retreating main force. Now the Armored division was alone as it rumbled through the seemly deserted town.

"This place is creepy. Like a ghost town." Private Waller remarked.

"Maybe they heard we coming and turned tail." Private Jewell wondered aloud.

"Maybe the whole town came out to fight in those hills back there, and now they're all dead!" said PFC Gibb, who laughed at the thought. "Cleared out a whole town of those bastards!"

"Maybe they're just out to lunch." said PFC Smitty.

"How did you get into the military?" PFC Gibb asked Smitty.

"Well-" but PFC Smitty's doubtlessly intriguing and entertaining story was cut short by the entire Armored Personnel Carrier being lifted off the ground.

"What the F-" Corporal Jackson shouted as the half-track was dropped 35 feet back to the ground.

Most of the soldiers in the APC recovered quickly, getting up and piling out the back, onto the top of the wrecked Humvee that had been following them. The Humvee was now smashed under the APC, and the occupants of the vehicle were certainly dead.

"Ambush! Return fire!" Sergeant Montgomery shouted as the squad searched for the source of the attack.

"There's one in the window!" PFC Gibb called out as he loosed some rifle bullets on the unfortunate unicorn.

"Guys... the APC's flying again." PFC Smitty stated.

"Move soldiers, move!" the Sergeant shouted as the soldiers all ran to avoid getting smashed by the 33 ton fighting vehicle. Private Waller ran into a nearby building, though the timber construction probably wouldn't stop the M2 Bradley from crushing him.

"There's one in the building! Quick, blast him!" a blue and orange unicorn cried, as the group filling the building turned to look at the human invading their hiding place.

"Crap!" Waller shouted as he dived for in an empty room. Magical laser blasts filled the doorway as the ponies tried to hit the Private. Private Waller stuck his M4 carbine around the corner and blind-fired of some 3-round bursts. He was awarded with cries of agony and an electric shock that traveled through the weapon. "Aghggh!" he cried as his nerves gave up and he slumped to the floor.

Suddenly, the room was filled with weapons fire. Waller couldn't really see anything from his position on the floor, and even his hearing wasn't that great, but whatever was going on, it wasn't too good for him.

"Waller, get up!" Corporal Jackson said, heaving the soldier to his feet. Waller slumped onto the Corporal's shoulders, his legs still unable to support him. Corporal Jackson dragged Waller out the door, stopping to fire at something in the building before heading out and depositing Waller in a ditch outside.

"Stay here, I'm going to get the others." Waller nodded at the Corporal's words, and blacked out.

Black Marble was fighting for his life. Only six humans had entered the building, and already almost twenty unicorns were dead. On top of it all, they had only managed to hit three, and the first one was probably still alive. Black Marble sprinted down a hall with four other ponies, stopping only to turn and fire at a human who shot at them.

"Direct hit!" one of the unicorns cried as the human ignited under the fireball spell. It was a hollow victory: two more unicorns were dead.

The remaining three continued til they reached a dead-end room. "Let's go up." Black Marble declared. Firing a shot at the ceiling, he blew a small hole in it. "Up you go" he said, levitating the unicorn Bright Bulb up through the opening. "You next." he said, sending the other, Brass Blare, through.

"Let's not forget you." Bright Bulb said, quickly levitating Black Marble through as the sounds of human soldiers running filled the hall. "We've no time to waste, across the roof!"

The three ponies ran, leaping across the roof tops in the general direction of Canterlot. They had virtually no hope of making it, but it was worth a shot. All around was the sound of battle: Gunfire and Pony screams mostly, but the occasional explosion as some unicorns got lucky. The ambush could be considered a success, because unlike the last two battles the ponies had actually done damage, but it wasn't even a Pyrrhic Victory: the 38th Armored would still be there after the ponies were gone.

An explosion ripped up the roof not 10 ponylengths in front of the small group. "They've fired on us! It's an armored Destroyer!" shouted Brass Blare, pointing out the Abrams tank that had just fired at them.

"You guys keep moving. I'll hold it off!" Black Marble shouted, leaping back the direction they had come, while firing several fireballs at the tank to no effect. The tank turned towards him, but he teleported to the next roof as the shell burst from the Abram's main cannon. The shell demolished the building where Black Marble had been standing.

Black Marble watched as the top hatch of the tank opened and a human soldier emerged, grabbing the mounted machine gun. Black Marble teleported to the building behind the tank, and quickly dispatched the soldier with some pyrotechnics. As the tank swung its cannon around again, Black Marble surrounded the barrel with a magic barrier. Just as planned, the tank fired and the shell exploded upon hitting the barrier. The tank was destroyed, its barrel ripped to shreds. Black Marble smiled, as several rifle rounds ripped through his head.

After another three hours of fighting, the last of the ponies who hadn't already fled were hunted down and shot. The ponies had managed to disable or destroy 37 tanks, 59 APCs, and 112 Humvees, as well as kill almost 2000 human soldiers. These were by far the heaviest losses suffered yet, but were barely a scratch in the overall U.N. Interplanetary Invasion Taskforce. The 38th Armored continued its drive towards Equestria's center.