Author's Notes:

I am slightly rusty in my writing ability. If you see any mistakes please tell me. Also, I am very sorry for the time it took me to write this. More chapters on the way soon.

-The Altoid

Chapter 35

The clock tower chimed, sounding the passing hour. Celestia looked at the dark buildings, stores and homes of Canterlot.

“7:00,” she whispered.

“They're late,” Flo grunted through her scarf. Her misty breath drifted away and Celestia watched it rise and dissipate as her mind began to wander.

Flo’s ears twitched and she glanced eagerly down the street. “Someone’s coming.”

Celestia followed her gaze and saw a small group of ponies approaching through the snow. They soon came into full view and were revealed to be three unicorns and an older earth pony.

“This is it?” Flo asked before they could even introduce themselves.

The earth pony stepped forward and stuck out his hoof for Flo to shake. The mare reluctantly took it.

“I’m Lemon Lime and these are my sons. And no, there are more coming.”

“I’m Flo. How many more are coming?”

“Our leader didn’t say,” the stallion replied. “But he couldn’t spare too many. Manehattan is in flames and the underground there has its hooves full.”

“Ah,” Flo shook her head. “I take it you are from Manehatten then. I also sent for some of the Ponyville Underground. They should be here soon, and am surprised that you arrived first. I will have to ask you later about the situation in your city.”

“It’s grim and terrible,” Lemon replied. “Hundreds are dead. The gryphon governor in charge believes in repaying every action we take tenfold. We burn down a barracks and they burn down an apartment building with families still inside.”

“That’s horrible!” Flo gasped and Celestia, who had remained silent and unnoticed, had to stifle an enraged growl.

One of the sons spoke up. “You have it lucky here.”

Flo grunted dismissively. “I don’t feel lucky.”

The sound of approaching hooves from the adjacent street alerted them to the arrival of the Ponyville underground. A mare's voice spoke to them before they were fully visible. “You should hear what’s happening in other cities.”

A trio of ponies clad in white-grey cloaks and with faces concealed under scarves pushed through a snowbank and stood next to them. The fire-orange eyes of their leader stared solemnly at Flo.

"Ah, you must be the Ponyville underground." Flo was relieved that everyone was finally arriving. "We can hear about what's happening in Ponyville later but we are already behind schedule. "

"They can tell us what's happening while we wait for the rest of our party to get here," one of Lime's sons said.

Flo sighed. "Fine. My name is Flo by the way."

"Nice to meet you, Flo. The story of what's happening in Ponyville is quite different than that Manehattan." The mare started to say without introducing herself, much to Flo's annoyance. "Instead of trying to terrify the remaining population they are trying to gain their trust. The puppet governor, who is a pony mind you, is pushing a campaigning of friendship and cooperation between the population and occupation."

"Everything that we do to fight back is labeled by them as us proliferating violence," a second Ponyville mare added. "That we are destroying the peace the invaders are trying to create for us."

"I doubt it is working though," one of Lemon Lime's sons interjected.

The mare huffed. "You'd be wrong for thinking that. Already a small amount of ponies are acting as their spies and a few of us are hanging from Everfree trees because of them."

A pigeon fluttered unexpectedly out of the sky and landed next to Lemon. He retrieved a paper that the bird was holding in its beak, patted its head and watched it fly away before reading.

"The rest won't be joining us. They ran into a patrol and dared not risk it." He looked at the others. "What now?"

Flo magically yanked the paper away from him and read it. "We carry on with the plan. Everyone knows what to do?"

"Yeah but I was hoping to have more than, what, eight of us?" the stallion protested.

"Nine," Flo corrected.

"Nine?"

Flo pointed a hoof at Celestia and the filly waved. "She's coming too."

Lemon's mouth dropped open. "You brought your daughter? Are you insane?"

"She's not my daughter but she used to live in the palace," Flo shot. "Her mother, uh, used to be part of the cleaning staff. She is the reason we are able to do this."

Lemon shook his head and started backing away and his sons followed suit. "There is no 'we' anymore. Good luck to you but count us out."

Flo's mouth hung open as they turned to leave. "You-you can't just... come back we need you!"

"I'm sorry Flo," he said before turning the corner. "But I'm not as suicidal as you."

"Cowards!" Flo screamed after them but her voice was carried away by the wind.

Celestia walked closer to the three mysterious ponies from Ponyville. "I take it you will be leaving to?"

A cheerful light reflected from their leaders fire eyes. "Why the hey would we do that? We love suicide missions!"

Celestia smiled back. "I'm happy you are joining us. But quickly, can you introduce yourselves? It would make us trust you more."

"Ah, yes." The leader removed her hood and scarf magically, revealing the grinning face of a light aquamarine unicorn. Her cyan and white mane instantly getting caught up in the cold wind. "We conceal ourselves back at Ponyville due to spies in our ranks. Don't worry though, my friends here are trustworthy. By the way, I'm Lyra."

"Who are your friends?" Flo asked.

"Mares I grew up with," Lyra replied sharply. "Don't worry."

"I will take your word that they are trustworthy," Celestia said and Flo grunted. "But we need to get going. We must be out of Canterlot before nightfall."

*

The sound of something heavy and wet thudding onto the table along with the horrified shrieks of those nearby jolted Ian awake. His eyes fluttered open and locked with the empty stair of what looked like a pony’s severed head.

“The fuck is that!” Matt screamed.

Felix stood nearby, a triumphant smile on his face. Blue-green blood stained his hands and uniform. Ian glanced up at the German and then back down at the head. He reached out and touched it.

“You’re like my cat,” Bill muttered to Felix and he leaned forward to examine the head. “Bringing home bloody presents.”

“But seriously,” Matt continued. “The fuck is it?”

An exhausted Martin walked through the hospital doorway and stood behind his comrade. Felix turned and whispered something to him and Martin nodded and walked away. Ian guessed he was going to get the other Germans.

“That’s a changelings head,” Twilight wretched, trying to hold back the nausea. Rarity was unable to and she rushed out past Rainbow Dash, who remained sleeping on a nearby cot, to vomit in the snow. Pinkie sat in mixed emotions of fascination and horror.

“It’s a good thing Fluttershy is too busy to see this,” Twilight ontinued. “She sees too much blood as it is.”

The other Germans filed in from Frederic’s room and the air became abuzz with the excited conversations in their native language. They took turns passing the head to each other for examining and Felix’s smile only widened.

“Udo.” Ian waved the English speaking German over. “Why does Felix have a head?”

“Felix und Martin, uh, kill it. Is same animal did attack Frederic. Felix tells, uh, he did kill many.”

“So he brought one of the heads back with him?” Twilight exclaimed in horror.

“Is prize! Ja!” Udo replied with a wide smile.

“You call that a prize?” Twilight gasped. “It’s a severed head!”

“Ja!” Udo laughed.

“Do you cut the heads of all of your victims?” the mare continued.

Udo shook his head and pointed at Felix. “When his blood is hot he do, uh say, mad things. He scare even me.”

“Well could you bastards take it outside?” Bill growled through a handkerchief he was holding over his face. “The stench is starting to get to me.”

Udo turned and said some words to his comrades and they started to leave the building. Felix led the group, holding the head up like a trophy.

“Fucking krauts!” Bill huffed. “Toss the lot of them into an asylum.”

As the last German left a tired Patton entered. He watched them parade by before joining the others. The Americans stood and saluted him.

“Hello sir,” Ian greeted. “How can we help you?”

“How is Frederic doing?” the General asked as he wiped some green blood from the table to examine.

“No change but at least he isn’t getting worse.”

“That’s good.” Patton pulled some papers out of his pocket. He read them silently for a while and the other humans watched him expectantly. The General eventually realized there attention was still on him and he looked up. "Don't you bastards have shit to do? Hop to it!"

They jumped to their feet, saluted, then filed rapidly out of the hospital. Once outside they ran into Rarity who happened to be bringing gifts for them.

"Hello dears," she greeted cheerfully, she levitated a pair of boxes behind her. "I found time last night to make your new clothes that I promised a while ago and that flag you wanted, Bill."

“Thank you Rare.” Bill grinned widely as she gave him the Confederate banner.

“Follow us to the shed, ma’am,” Ian said. “You can hand out the gifts there and get yourself warmed up.”

Rarity shook her head and threads of string fell from her unkempt mane onto the snow. “I need to get back to the shop, dear. Those uniforms, tents and blankets won't make themselves. I shall give you your cloths and be on my way.”

“Very well,” Ian replied as she gave the last of the boxes to the men. “I shall see you later.”

"Farewell," Rarity half sang and half sighed before turning to leave. "Keep warm!"

The other men expressed their farewells as she ambled away.

*

“Are you sure your insider can be trusted?” Celestia asked Flo as the pair waited outside of a drain tunnel that led down from the palace. Iced over water flowed out between them towards the lake in the valley below.

“I am sure,” the mare replied. She stomped in the snow trying to maintain warmth. “I knew her and her father before the war broke out.”

“Flo, is that you?” A voice called from within the tunnel and a Gryphon face appeared on the other side of the bars. “I got your message.”

“Gilda,” Flo exclaimed. “Long time no see. Tell me, how are they doing?”

“You got here just in time,” the Gryphon started to pry open the grating with brute force and Flo started to help her with magic. “They are slated for execution tomorrow.”

The bars started to break away. Celestia was starting to get nervous that the screeching metal would bring attention. Celestia hooted like an owl two times and out of the mist she heard a single hoot in return from one of the three mares on lookout.

“Nobody is coming yet,” the princess said.

“Do you know if they have been tortured?” Flo asked.

Gilda stopped bending bars momentarily and nodded her head sadly.

Flo bit her lip in worry then asked, “do you know if they gave up any information?”

“I do not. I'm only a courier” Gilda turned her attention to Celestia. “Hello Princess, I am glad to see you’re leading this mission.”

Celestia glared up at the gryphon in bewilderment. “How?”

“I knew it also,” Flo added.

“I understand why you would,” the Princess shot. “With time and the fact that I have stopped trying to hide it from you. But how do you know who I am?”

Gilda smiled widely, “Lets just say my orders were to dispose of you however I pleased. Kissing my superiors’ flanks gets you ‘perks’ like that. So I decided to drop you off outside Flo’s house and hope she found you.”

“In that case, I am happy that you saved me.”

“I wish you could have told me who she was in a letter or something,” Flo protested as the grating finally gave way and fell into the snow.

“I didn’t know if Celestia wanted everyone to know who she was so I decided to keep it a secret, even from you.”

Celestia hooted like an owl three times and moments later the three mares from Ponyville emerged from the mist.

“All clear out here,” Lyra stated. “Ready to save your friends?”

“Beyond ready.”

The drain led up into the mountainside until it come out into an opening and deep pool with the shaft of a well above them. They peered up into the dim light for a moment before Celestia turned to Gilda.

“Can you carry us up there?”

The gryphon nodded, “I should be able to.”

“No need to carry the unicorns,” Lyra interjected. “A simple teleportation spell will get us up there.”

“No,” Celestia shot. “The magic burst will be detectable to anyone watching and I can assure you they will be watching. No magic inside the walls.”

After a several minutes of Gilda hefting each pony through the well they found themselves standing in the palace garden. No guards could be seen but the sound of singing could be heard from the barracks.

“You were right,” Flo said to the gryphon. “The security is extremely laxed.”

“No threat from attack and it’s cold out,” Gilda replied. “Why would you need more than a few guards.”

“I can think of a few reasons,” Lyra laughed.

“This is where we split up,” Celestia said. “I have some business I need to attend to. Gilda will lead you to the dungeons and save the others.“

“You didn’t tell me about this,” Flo grumbled.

“And I apologize for that.” Celestia began to trot away. “I will be fine. Meet me here but if I don’t come back leave without me.”

Without waiting for a reply, she galloped towards the main palace tower. She arrived at the door, cracked it open to see if any guards were around then slipped in.

‘Where are we going,’ the fillies voice whispered in her head.

“I need to get a message to my sister. Among other things.”

‘I wish I had a sister.’

“I’ll be your sister,” Celestia replied sincerely.

A sensation of happiness that wasn’t her’s filled the back of Celestia’s consciousness. She pressed on through the dark palace. It was all familiar but no longer felt like home. The silence and lifelessness of the palace put her on edge. The Princess found herself checking each corner for the trap that she believed was waiting for her.

‘I’m scared of here,’ the filly whispered.

“Me too, but it will be alright.”

Celestia came to an abrupt halt. She had arrived before closed entrance of her old chamber much sooner than expected. The Princess stood before it, fear suddenly gripping her heart, but quickly regained her composer and opened the door.

“Your'e back before I expected you to be.”

Celestia stopped abruptly in horror and stood like a statue. Blandire sat next to the window watching the snow drift by, a steaming cup of tea levitating before his face. “Did you forget something?”

Celestia instantly started to back away but the alicorn made no move to stop her.

“Leaving so soon?” He glanced at her then back out of the window. “I’m not going to stop you. Get what you want and go. But I'm not letting you send anything to your sister if that was your goal.”

“What are you playing at snake tongue?” Celestia demanded.

“I've already played it and now I am watching it unfold.” He took a sip of tea. “I’m not going to kill you. I want you to watch the world you have wrongfully built come tumbling down with you being powerless to stop it. I would advise, though, discontinuing your ‘help’ and just watch, allow the inevitable.”

Celestia stepped forward. “Where’s my pheonix?”

“Disposed of,” Blandire replied dismissively. “Such a pitty. A very beautiful creature but she was very protective of this room. Hence the burn marks on the walls and floor.”

“You're just going to let me leave?” Celestia asked as she made her way to a nearby wall and pressed down on a stone barely within her reach. The wall pivoted away revealing a small armored chest.

“This winter has been vengeful. Has it not?” Blandire stated, ignoring her question. “Which reminds me. An unexpected power is appearing to the north. Those I have sent there to investigate have not returned. You wouldn’t happen to know anything about this would you?”

Celestia slipped the chest into the pack on her side but dwelled over Blandires words. “No idea. Maybe you should send your armies up there to find out.”

“It seems you got what you came here for,” Blandire took another sip. “You may go now. But only you. The others who foolishly came along will, sadly, not get out alive.”

The sound of an alarm bell suddenly filled the air and Celestia’s heart stopped. She bolted out of the room as the tower came alive with the sound of guards rushing through the palace towards the dungeon. Celestia initially had the urge to rush to their aid but quickly came to the realization that there was nothing she could do. Instead she rushed back to the well and hoped to meet them there.

They were nowhere to be seen when the Princess arrived in the garden and she immediately jumped into a cluster of bushes to hide. The bell still rang from a nearby tower and occasionally a group of soldiers would speed towards the dungeons, commanders yelling orders and weapons clinking. Celestia took it as hope that they were still on the loose. Why else would more guards be needed?

An explosion rocked the air and a wall blew outwards into the garden. Stone and dust filled the air as a group of ponies and a gryphon emerged through the hole.

“Minuette!” Celestia heard Lyra yell. “Cover our exit! Twinkleshine, clear the garden!”

“Do you see the filly?” Flo called. “Dawn! Where are you.”

Celestia rushed out of her hiding place. “Did you get everypony?”

“We left Tripple in his cell,” Flo answered, holding back tears. “But not because we wanted to. He couldn’t walk from the torture and told us to go. They executed the bat ponies and Shadow Breeze the first day they were here. The others are in a rough shape but they can make it.”

“We need to go now!” Lyra screamed over the sound of the bell. She tossed the bucket and rope down the shaft. “Slide down and try not to break anything.”

One by one they wrapped their legs around the rope and slid into the icy water below. Celestia heard what sounded like firecrackers going off and she looked up to see minotaur musketeers firing from the windows. There was a whistling sound and Minuette fell to the ground with a pained scream but quickly lifted herself back up. Another bullet hit Flo’s left ear, tearing out a bloody chunk, but the mare didn’t seem to notice as she fired magic bolts back at the enemy.

Puffs of dirt and snow flew into the air as they scrambled down the rope. After a hectic several seconds they were safety down the shaft. Lyra was the last one and when they were rushing down the tunnel she fired a bolt of magic into the walls collapsing the well and tunnel behind them.

“They might be waiting for us at the exit,” the pony Celestia now knew to be named Minuette stated. Her hood was down revealing a blue unicorn. She ran in front of Celestia and it was apparent that the mare was limping badly. “We might need to fight our way out and we are in no shape to do that.”

“There is a branch in the tunnel that leads deeper into the mountains.” Celestia took the lead from Flo and Gilda. “Follow me.”

“Why is she here?” Cobalt asked.

“I will tell you later,” Flo responded, her horn glowing to light the way. “Right now we need to escape.”

“We’re heading into the mountains?” Lyra asked. “My comrades need medical attention! We may be escaping the enemy but half of us are just going to bleed to death and the rest will freeze!”

“Would your rather take on the enemy then?” Flo growled. “I will take my chances in the mountains. Plus, the remaining bat ponies hiding there might help us.”

Lyra ground her teeth in anger but did not protest. Instead she saddled up next to Minuette to help her keep pace.

Gilda bounded on past the others down the dark tunnel. “I will go on ahead and make sure the coast is clear.”

Flo glances at Celestia’s laden pack and noticed that she had taken something from the palace. “What did you pick up?”

Celestia remained quiet for a few seconds then answered. “You will just have to wait until the time is right.”

“I would like to know a hint or something,” Flo continued to press the question. She waited for a response but the filly remained quiet for the rest of the treck through the tunnel.

After an hour of forcing themselves to keep running, and with the wounded collapsing often, they arrived at the exit to the tunel. The high mountain valley they found themselves was surprisingly clear. A bright sun and blue sky shined overhead but black clouds lingered on the stony peaks rising to either side. Snow up to the adult’s shoulders and over Celestia’s ears instantly slowed their progress into the open.

“Over here!” Gildas voice could be heard from a shallow cut in the side of the mountain. “This is the best shelter in the whole pass.”

They rushed to the gryphon, leaving a trail of blood in the glimmering powder. The group collapsed from exhaustion and lay quietly gasping for breath and shivering from the cold.

Eventually Cobalt spoke, “welcome to Nocturnal Pass. The valley between the two ancient cities of the bat ponies. Don’t expect to see very many of them, though. Most of them hibernate during the winter. Plus, it’s day.”

“And there aren't that many of them left in the first place,” Celestia added quietly.

“How are we going to get their help then,” Lyra demanded. “My friends are in bad shape!”

Celestia stood and wearily approached Lyra, Minuette and Twinkleshine. Without asking she started to examine their wounds.

“The bat ponies my be asleep but their city is still full of items and sanctuary we can use.” The Princess tore a piece of her cloak off and began helping Lyra wrap Menuette’s injuries. “But we can only stay here until everyone is ready to move again. Come, a storm is approaching and we still need to find the gates.”

Celestia looked around at their distraught faces and she smiled. “Don’t worry. For the war is changing once again and I feel it’s for the better.”

She pulled the chest from her pack and placed it on the ground before her. “Have you ever heard the saying, ‘the enemy of my enemy is my friend’?”

They nodded and Celestia continued with a slight smile on her face. “We go north, my friends, the moment we are ready. Blandire has confirmed what I have presumed to be true. The Crystal Empire is returning and their king of shadows has no love for the snake that sits in Canterlot Palace.”

The others murmured to themselves and Flo asked uneasily, “What’s in the chest?”

Celestia stared contemplatively at the gold inlay box for a few seconds then smiled. “My bargaining chip.”