"Move it! Move it!" A soldier shouted as he practically dragged civilians out of their homes. "Get to the shelters!"

After escorting the civilians, the soldier arrived at one of the city's outer walls and rallied with his fellow troops. Wantinga was there, as were Coba and Spike, who joined him in his war-tent near the main gate.

Although Spike had seen fighting before, he never knew what a fully fledged war looked like, and admittedly he wasn't keen on finding out. Beneath his serious expression, he was utterly terrified. Coba, on the other hand, had an eager expression. This was understandable, as he was raised to fight as a soldier on the frontlines. Spike wore armor similar to the guard's steel-uniforms, and Coba was clad in a more extensive suit of gold coloured steel with a long indigo cape, signifying his rank in the army. His brother's armor was even more impressive. It was made of ebony coloured metal, with gold laurel and leaf patterns adorning it.

The evening air was hazy- making it difficult to see oncoming troops, and the enemy made not one sound. Changelings were masters of stealth, and this was an advantage the Wantthai army took into great consideration.

"Man the cannons! I want muskets and mages on the top, keep the infantry behind the walls!" Coba ordered some troops as he emerged from the tent along with Spike and his brother.

"Have you missed war, brother?" Wantinga laughed as he grabbed swords and shields from a nearby weapon rack, tossing a saber to Spike with a smile on his face.

"I have mixed feelings, but I do enjoy the thrill of battle nonetheless," Coba replied sharply, but cheerfully.

Spike gawked at his blade. "How in Equestria am I supposed to use this?"

"Ah, simple as moving your arm I always say. Just think of it as an extension of your hand, and swing." Wantinga said as he slowly swung his long sword to demonstrate.

"Easier said than done..." Spike gulped as he heard cannon fire.

"Where was that?" Coba asked himself as he looked around. "Who fired that shot?"

"I did sir," A nearby artillery-gunner replied as he ran over to his commander, "I saw something sneaking about in the distance! The fog is too thick to get a clear shot!"

"Change to grapeshot then, pepper those bastards!" Wantinga commanded the gunner. "Constantine must be sending them in small groups first to test the waters."

At first it was one or two muskets that fired, then hundreds burst into a chorus of thundering might along with dozens of cannons. Blasts of magic were hurled by battle-mages atop the walls into the swarm approaching, that looked like glowing eyes in the gloomy haze. At first the wall's defences stood strong, but the Changelings pressed on and vaulted their troops over the tall stone walls with their siege ladders. Changeling artillery started raining down on the city void of civilians, and troops were shredded by the deadly shrapnel. In only a few short minutes, the battle had exploded, and Spike was caught in the confusion of it all.

"Arrrghh! Stay strong soldiers! Stand your ground!" Coba shouted as he cut a Changeling invader in two. "Spike! Behind you!"

Spike turned and came face to face with an undead Changeling soldier. While the regular Changelings were not easy on the eyes, these creatures were on a whole new level of repulsiveness. They snarled and screeched like wild animals, and their skeletal features were covered in torn and rotting flesh. Spike wanted to close his eyes as he slashed it to prevent any foul substance from splashing onto him, but he knew that was the timid bookworm in him talking, and now was not the time. Spike slashed the rancid creature's neck, but it didn't react, letting what was left of its thick green blood spill on the ground. The Changeling tried goring him with a bony claw, but Spike dodged and blasted the monster's face apart with a blast of fire from his hand.

"These things only go down if you smash their head!" Spike shouted as he crouched down and looked at the dead beast.

Before Spike could stand up, he was immediately attacked by another enemy. In response, he shielded himself with his hands, but before the creature could scratch him its head was blown apart by a shot from Gin's blunderbuss. Spike fell back on his rear but felt a small yet strong hand lift him back up.

"Duly-noted Spike-a-rooney. Sorry, we're late, just had to properly arm ourselves." Gin joked as she aided Spike to his feet, before turning to Coba, who was in the midst of battle. "Some sexy weapons you have here, lad!"

Gin wasn't just armed with her blunderbuss. She had two large bandoliers across her chest that were filled with gunpowder and ammo, and they had loads of pistols strapped to them. Around her belt, she carried strange iron spheres with long black strings on the top of each ball.

"Yeah, now is not the best time Gin!" Coba said as he hacked his way through Changelings.

Winslow and Draven were behind Gin with serious expressions- ready to taste the blood of changelings. Draven had a single bandolier over his leather coat, and a saber in hand. Winslow, of course, had nothing but his long-sword.

"Let's kick some arse, shall we?" Draven said with a grin as he blasted a few Changelings to pieces with his lightning.

"More are approaching. Open the gates, let me handle them." Winslow grunted as he walked towards the approaching wave of enemy soldiers.

Wantinga was in shock, as the idea of one stallion taking on dozens of Changelings was unheard of."What? There are far too many, you can't-."

"Let him go. He knows what he's doing." Coba reassured his brother as he went back to fending off the remains of the last wave.

Winslow prepared his blade slowly, removed his eye-patch, and raised his sword up in a thrusting position. Then, without even thinking he began his attack as he charged through the gate. He sprinted at the Changeling wave with godlike speed and slashed seven in half with his first strike. His second attack cleaved eight Changeling's heads off. Winslow's attack seemed more like a dance to him, a rhythmical motion like none other. Another eight were then beheaded, then ten, and then twelve. Eventually, the entire wave had been decimated in less than ten seconds. Spike had never seen such speed from even Rainbow Dash, which was made all the more impressive considering that she was a pegasus and he was only a unicorn.

"How is such speed possible?" Wantinga asked Draven as he stared stupidly at the pile of dead Changelings near Winslow's hooves.

"Damned if I know!" Draven laughed as he gave Wantinga a pat on the back.

"Sir, more are coming!" A Wantthai guard cried out in the distance to Coba. "He's sending them all! Their numbers are in the thousands!"

"Damn, they outnumber us twenty to one!" Coba said as he rallied in a circle with his comrades. "What are we going to do?"

"We'll help," Cyro said in the distance as he approached the group along with Jhettei.

"Good, we need all the help we can get." Coba relaxed for a moment. "But, where are the other competitors?"

"They all left except the Ausrüstrian and us," Jhettei said as he shook his head. "Even the Crystal Empire."

"Damn them, I bet their precious princess busted them out, and now they're all drinking tea and crumpets!" Draven childishly mocked the two mages.

"Oh, shut your gob you overgrown lizard!" Gin snapped at the pouting dragon. "We've got a war to win!"

"Then let's get to it." Wantinga nodded as he directed his troops. "Soldiers, form a defensive line!"

****

Twilight and Fluttershy remained in the arena with the king in their balcony. They could hear the battle from afar, and although Twilight had the utmost faith in Spike and his friends, she couldn't help but feel worried for them. Fluttershy saw this in her expression as she looked out into the distance- where the sound of musket fire echoed off the mountains.

"Don't be worried Twilight, I'm sure he's fine. He has Draven and all the others with him." Fluttershy said in her angelic voice as she comforted Twilight.

"I know, but... I feel so helpless. I should be there fighting alongside him." Twilight lamented as he hung her head in shame.

"They can't let you go out there Twilight, you're too important," Fluttershy explained as she drew closer to Twilight and put her arm on her shoulder.

"I know, but-." Twilight stopped and raised her head as she heard the sound of hoof-steps nearby. "Do you hear that?"

Fluttershy's enhanced hearing immediately picked up on the noise as well. "Yeah, I do."

In the distance, they could hear snarls and cries of undead soldiers. In response the two mares lifted the king off his throne and moved him into a nearby bathroom; sitting him down on the toilet seat before going out to investigate.

"They must be after the king," Twilight whispered as she moved across the room and put her back against the stone wall, adjacent to the doorway leading into the staircase.

"What are we going to do?" Fluttershy squeaked as she put her back against the wall beside Twilight.

"Well, Changeling soldiers are expert assassins. There's no point in hiding from them," Twilight assessed the situation, "it looks like we'll have to fight them."

"Fight them?" Fluttershy whimpered.

"I'm afraid so..." Twilight replied as she summoned her two magical swords."Use that sword over by the king's throne."

Fluttershy grabbed the sword and returned to cover. "I can't use this!"

"Sure you can, just swing at whatever it is you want to slice, and it'll work. Simple." Twilight, of course, knew it wasn't that easy.

"O-okay..." Fluttershy nodded as she held her sword tightly.

Twilight waited for the approaching soldiers and listened. She could hear them running up the stairs at first, but something else caught their attention. Somepony whistled to them downstairs, and then what followed was the sound of a massacre. Guns fired, but these were not single-shots, it sounded like hundreds of muskets firing in a chain. After the gunfire stopped, Twilight and Fluttershy went downstairs to find out the identity of their hero, or... heroine.

It was Angreifer, carrying an assault rifle and wearing mechanized armor. She had an expression best described as bloodthirsty as she blew the tip of her gun; letting the smoke billow out of the barrel. Twilight and Fluttershy hadn't paid attention before, but Angreifer was very beautiful. However, her beauty was not manufactured like Rarity's, she had a natural beauty to her. She had a long black mane that seemed spiky yet smooth, and her eyes were an interesting shade of grey- almost white, like her fur.

"You two alright?" Angreifer asked the two mares.

"Uh, yes I think so." Twilight said as she looked down at all the dead Changeling soldiers; their heads popped off by Angreifer's strange rifle. "What in Equestria was that?"

"Oh, this? This is my favourite rifle, she's a little more advanced than your typical musket to say the least." Angreifer laughed as she reloaded her gun. "She gets the job done."

"Thank you for helping us Angreifer." Fluttershy thanked the armored mare.

"No problem, and the name's Masami Akiyama." Masami corrected her. "Angreifer is just my 'stage-name'."

"Alright, Masami... why haven't you left like the other competitors?" Twilight wondered.

"Truth be told, I wanted to talk to this Equestrian princess I've heard so much about." Masami continued. "A friend of mine thinks you and your little friends can assist us in some rough business back in the capital."

"Who is this friend?" Twilight inquired.

"The forty-second president of the U.D.A- The United Districts of Ausrüstung, Charles Chesterfield. We've kept our eyes on you and your friends since you stepped hoof on the Blacklands." Masami explained. "He figures we can work out a deal."

"A deal?" Twilight replied with a curious expression.

"Yeah, I don't really know the details... but, he'll explain it to you when he gets here!" Masami said in a cheerful voice.

"Gets here?!" Twilight's mind was going a million miles a minute.

"Yeah, your troops are getting messed up out there. I figured you needed a little backup," Masami laughed gleefully, "So I called in a little aid for you guys!"

****

"Stand your ground soldiers!" Coba shouted as he cleaved through another Changeling.

The Changeling army was relentless and felt endless. While the Watthai troop held firm, their ranks were dwindling fast, and their defence was beginning to crumble. The stone walls that held strong were cracking, and the battle-mages were being overwhelmed and devoured by the undead. Draven and Winslow were faring well, but they could not push the horde of Changeling soldiers back.

"This looks grim Winslow, what will we do?" Draven grunted as he blew up a few Changelings with a bolt of lightning.

"We can't win this on our own Draven, you need to get to Spike, you two can cut a path for us!" Winslow informed Draven as he grabbed a Changeling and smashed its head on a nearby rock.

Draven sprinted through the battlefield; slicing and electrocuting Changelings as he closed in on Spike's position. His first foe was cut to ribbons by his saber and fell to the ground. His second foe met a brutal end, as Draven drove his claws into its skull and sent a spark of electricity into its brain, causing its head to blow apart. Eventually, Draven made it over to Spike, who was hunkered down in a trench with Gin.

"Bout' time you showed up!" Gin said as she loaded her blunderbuss.

"Sorry I'm late, Spike... how much magic have you got?" Draven asked the young dragon as he struck another approaching changeling with a bolt of lightning.

"Quite a bit, why?" Spike replied as he tossed a fireball into the swarm of Changelings; scorching a few.

"Maybe we can combine our magic, sort these bastards out, huh?" Draven suggested with a jolly smile.

"Alright, what do we have to do?" Spike uttered in a curious tone of voice as he threw another fireball out into the fray.

"C'mon, I'll show you!" Draven laughed as he jumped into the battlefield.

"What are you- what are you doing?!" Spike cried out to Draven as he shook his head and joined him in the fight.

"Give me some fire, lad!" Draven shouted at Spike as he began charging up his lightning.

Spike conjured up a ball of fire and passed it to the black dragon. Draven then waved his hands around the ball of flame; swirling it around and mixing it with his lightning.

"Help me hold this, will you?" Draven said as he moved the spinning ball of fiery lightning closer to Spike. "Focus, with me."

Spike grabbed a hold of the arcane energy and put more of his flame inside it; charging the attack even more. Eventually, the sphere could no longer contain any more power, and Draven pulled it back; preparing to toss it.

"Stand back... this'll get messy," Draven said as he pushed Spike back into the trench nearby.

Draven tossed the ball of energy with all his strength, and it touched down right in the middle of the Changeling horde. The blast wave levelled nearby houses, and the sound was nearly deafening. Although the attack killed many, it was not enough to stop the onslaught, only stall them.

"Did it work?" Gin asked as she peeked over the trench; seeing the piles of dead Changelings.

"Yes and no..." Draven wheezed. "There's more on the way."

"We can't keep this up for long... Constantine will show up any minute now." Coba panted as he rammed his sword into the ground to lean on it.

"We must keep fighting! We are the only line of defence left!" Wantinga tried encouraging the tired band of warriors.

"We... can't hold out much longer," Jhettei grunted as he sat on a pile of bricks to catch his breath.

"Right you are..." A sadistic voice purred.

"Who's there?! Show yourself you coward!" Coba yelled as he looked around.

Changeling soldiers marched closer and closer, eventually stopping just within arm's-length. Constantine had ordered his troops to halt. He emerged from the crowd of growling beasts with his chin held high, and a disgusted look on his face as he approached Wantinga and the others.

"I will get to the point quickly... surrender or die. However, I believe it would be a wise decision to fall to my blade instead of being drawn and quartered. Again, it's your choice." Constantine sneered as he drew his saber.

"Go fuck yourself, Constantine." Draven spat on the posh stallion.

"Charming..." Constantine scowled. "Kill them, they are not worth my time."

The Changelings slashed with their sabers and thrust with their spears, but the warriors held firm. Gin blasted a Changeling to bits with a grenado, Winslow beheaded dozens of Changelings with each strike, and Coba joined his brother as he charged towards Constantine, slicing any Changeling that got in his way.

"Come brother! We will take him together!" Wantinga roared as he tried slashing Constantine, whose back was turned.

The battle was stopped by his saber in mid-air as Constantine turned to face the young prince; a sickening grin spreading across his face as his craving for blood began to overtake him once more.

"I hoped you would do that..." Constantine snickered as he knocked the two approaching Wantthai warriors down with a wave of magical power.

"Coward! Quit hiding behind your magic and fight us as an equal!" Coba taunted the Changeling general.

"If you insist." Constantine gave a light chuckle as he prepared his blade once again.

Constantine charged forward with a crazed look in his eyes as he sped towards the two zebras with blinding agility. His first strike was precise and powerful. Constantine spun around and clunked Coba on the head with his hard hoof, knocking him down and disabling him for a brief moment. Constantine then lashed out at Wantinga with great ferocity and began to wear him down with numerous slashes from his curved blade.

Coba eventually snapped out of his daze and joined in with his brother, trying to land a blow on the nearly untouchable stallion. Each attack the two stallions landed on him were countered, and outmatched by a counterattack of greater power. Coba tried slashing low, but Constantine could see him coming from a mile away. The general gave him a forceful palm-strike that sent him flying back into the heart of the battlefield, separating him from Wantinga, but keeping him within viewing distance. Coba was utterly lost, and his friends were all scattered across the city fighting the endless horde. There would be no aid coming anytime soon.

Wantinga tossed his red cape aside and swung wildly at his foe; trying to overpower the smaller stallion. Constantine laughed the attack off and jumped up; giving the prince a hard kick to the throat.

"You're boring me, I'm done playing with you..." Constantine said in an unimpressed tone of voice.

Constantine dashed past his foe and slashed, sheathing his weapon as he sped past him. He turned to face the prince. "You were not worth dulling my blade..." Constantine laughed.

The prince gripped his throat tightly, trying to keep his blood from spilling out, but it was no used. He coughed and spat as he choked on his blood and felt his own lungs fill with liquid. With one last gurgle he fell to the ground and died. Coba witnessed it all.

"No!" Coba cried out to his brother as he was grabbed by Changeling soldiers and brought before Constantine.

As Coba hung his head in defeat as Constantine raised his blade to deliver the last strike to end his life. He closed his eyes to make the end less painful.

"Goodbye, Coba-." Constantine was cut off by the sound of a powerful gunshot.

Constantine staggered back and looked down at his chest, and saw a gaping hole. His wound healed, but it was far more painful than any gunshot he had endured before. He looked up, and a massive spotlight shone down on him. The source of the light was a hovering ship that had two propellers on each side, spinning rapidly, and making a distinct whirring noise. A stallion jumped out of the low altitude ship and landed on the ground beside Coba, who was kneeling before the dead body of his brother.

The earth pony beside Coba was the roughest looking stallion he'd ever seen. His brown face had scars that only a warrior would have, and his mechanized suit was coloured black, unlike most other Ausrüstrian contraptions. He wore a red veteran beret over his brown mane, and on top of his armor was a black trench coat with a large bandolier. In his right hand was the largest pistol Coba had ever seen.

"Stand down bug-boy." The gritty-looking soldier warned Constantine.

"Or what?" Constantine sneered.

"Or I'll beat the shit outta ya..." The gruff soldier said as he lit a cigar.

"Oh, that is adorabl-." Constantine was cut off as the soldier's metal fist collided with his face.

"Sorry pal, couldn't hear ya over the sound of me smashin' your jaw apart like fuckin' porcelain!" The soldier laughed, smoke billowing out of his mouth as he chuckled.

Constantine was amazed by how strong the earth pony was, even with armor, Constantine knew that it wouldn't be enough, but he was proven wrong. Constantine got to his hooves and breathed deeply, regaining his strength, and letting his jaw heal. The soldier seemed impressed by his enhanced healing and laughed again as he drew closer to the general.

"Well, look who's been eatin' their wheaties!" The soldier scoffed as he shook off the ash from the tip of his cigar.

"How dare you-." Constantine's speech was once again cut short by another crushing blow from the soldier.

Constantine stood up again, only this time, he attacked with his magic. He released a powerful wave of magic power, but to his surprise... the soldier brushed it off as if it were just a light breeze.

"What?! How did you-." Constantine's face once again met with another metal-punch.

"Yeah, normal magic doesn't do shit to me." The soldier explained as he lifted his trench coat to reveal a large glowing dome on his chest. "Arcanium power core for a heart, technical stuff... you wouldn't get it."

The soldier began a beat-down on Constantine. He smashed his head on a nearby rock, pummelled him until he bled, but before he could land another blow, the Changeling general turned into smoke and blew away; realizing he was outmatched. The soldier turned and looked down at Coba, who was grieving over the dead body of his brother whom he held so dear in his heart. The soldier crouched down and shut Wantinga's eyes with his two fingers, placing his hand on Coba's shoulder as he began to cry.

"I'm sorry I didn't arrive sooner, son..." The soldier hung his head. "Nothing we can do now, but bury him. Let me carry his body."

The soldier grabbed the lifeless body of the prince and held it in his arms, gesturing to Coba to get up as he walked back towards the inner-city.

"Commander Stiehl, are we clear to land, over?" An electronic voice escaped the soldier's gauntlet.

"You are clear to land fellas, time to clean up this mess, over." The soldier spoke into his gauntlet. "Bring the pain."

****

On the other side of the battlefield, Spike and the others were fighting for their lives; trying to push back the flow of Changeling soldiers. However, they did not relent, and slowly but surely wore them down. Gin had sustained multiple saber wounds, Jhettei had a few cuts and bruises, and even Winslow had a few scrapes. The battle was not going well.

"We're dying out there..." Gin wheezed as she rested the back of her head on a partially destroyed brick wall with Spike.

"We can't give up, the people of Wantthai depend on us!" Spike tried encouraging Gin with what remained of his hope.

"No Spike, I think this is-." Gin's voice was overshadowed by a massive foghorn escaping the clouds. "What in the bloody hell is..."

As the clouds parted, a mighty airship thousands of feet long descended. It began firing massive cannons and machine guns, and dozens of troops dropped out of the airship. Flying squadrons with winged mechanized suits rained fire on the Changeling horde; sending them into a full-scale retreat. The Changeling army was scattered by artillery strikes, and the armored soldiers chased them down with their assault rifles and their miniguns. In a matter of minutes, the battle had been won... but at the price of the Wantthai people's next ruler. The remaining Wantthai guards, Ausrüstung soldiers, Spike and his friends, and Coba gathered around the dead body of the Prince of Wantthai. Coba said nothing and hung his head in shame.

Coba began to break down. "This is all my fault, I should've-."

"Don't do that to yourself Coba, we were all separated. There was nothing we could've done." Spike tried to reassure the crying stallion.

"I know that... but he was just within reach! He was so close!" Coba screamed as he pounded on his brother's chest.

"I know Coba... I'm sorry..." Spike wept.

Author's Notes:

Almost done fellas! In this chapter I've introduced two of the many new characters Spike and his friends will meet in Ausrüstung, Masami Akiyama and Commander Butch Shiehl! As always I hope you enjoyed, and I hope you are as excited as I am for the next arc!