"Are you going to give me the silent treatment the entire way to Prance?"

"What's the point of sharing my thoughts and feelings with a dead pony?"

"I'm not dead!"

"But you could be. Sooner than you think."

"Will you stop with that! You're starting to make me think I'm going to die soon!"

"At least you'll be prepared then."

"Gah!" Fleur growled under her breath, carefully studying the plants on the side of the road as she tried to think of a new avenue of conversation. "Can I talk about my thoughts and feelings instead?" she asked hopefully.

"I'd rather you didn't. I don't want my last memories of you to be of you whining and moaning."

"But I'm whining and moaning now!"

"I know, and I wish you would stop."

"Oh for crying out loud... Can't I just talk to you?"

The filly turned to look at Fleur, her purple eyes half lidded. "Well sure, if you wanted to talk about anything except how I feel. Instead you keep yammering on at me when honestly, I feel fine."

"Feel fine huh? Is that why you keep referring to me as a dead pony walking? Because you're fine..."

"Don't you try your backwards thinking psychobabble on me Fleur."

Fleur rolled her eyes, "Oh darn, you caught me and my fiendishly clever ploy. Whatever shall I do now? Woe is me..." Fleur remembered she was trying to help the filly to grieve and coughed to cover how much of an awful pony she suddenly felt like for mocking her slightly. "So, what do you think Prance is going to be like?" The filly's head snapped round to glare at her. "What? Totally unrelated question."

"If we're lucky you won't immediately be killed the moment we enter the city."

"Well wouldn't that be lovely. Full marks for optimism." Fleur gave up, ending another of the remarkably similar conversations they'd had over the last two days. Not that Fleur was going to give up. Judging from the way the filly had cried during the night, despite her best efforts to hide it, there were some considerable cracks in the flimsy armour she had put up. Fleur just had to keep niggling away and hopefully she might get somewhere.

"What do you see?" the filly asked Fleur, who was squinting through the telescope Twilight had thoughtfully provided her. They had climbed a small hill a couple of miles away from the city to give them a better view, and hopefully figure things out a little bit before they blundered into something.

"You can have a look yourself in a minute." Fleur kept looking, trying to find something of note about the city. To be honest, it wasn't on fire, which was a considerable improvement over the last time she'd seen it, but it still seemed wrong. The mass of tents clustered around the front of the city by the main gates was probably what it was. The problem was that those tents were probably housing the soldiers that were supposedly still here, and if the number of tents were any clue, the number of soldiers here must be in the thousands.

She passed the telescope to the filly and waited, listening to the various noises she made as she looked. "It looks too normal. I don't like it."

"Normal?"

"Yeah. There's an army parked outside the main gates, sure, but the city looks like it's been repaired, and looks normal. So why is the army still there?"

"How could you tell all that? I couldn't!"

"I guess those guards were kind enough to let me keep my spiffy pegasus eyesight after they tore my wings off. Lucky me."

"Y'know, I have to ask, would it be better if you had kept your wings, but stayed cooped up in Whiplash as a foal factory? I'm curious, because I would happily give up my horn to avoid something like that."

"So you're suggesting I should be happy I had my wings cut off..." the filly deadpanned while still looking through the telescope. Fleur bit her lip, suddenly feeling like an idiot. "Besides, giving up my wings to avoid that is a lot different to having them forcibly cut off because it implies choice in the matter, of which I had none."

"Uh... when you put it like that..."

"But yeah, I'm happy to not be a foal factory. Although, in hindsight, if I was still there you lot would have just rescued me and I would still have my wings and not be a foal factory. There's food for thought."

"Uhh..."

"Doesn't look like the soldiers camp goes around the back of the city, so hopefully the back way in is still viable."

"Viable huh? Sounds good to me. What is this secret way in anyway?"

"There's a drainage system that runs out of the old castle, and drains out through a culvert at the back of the wall-"

"That? Everypony knows about that! Besides, that was barred up last I looked. Granted, the last time I looked was a great many years ago..."

"They rusted through and somepony kicked them down."

"Okay then, but that culvert is hardly a secret! Surely the soldiers would've blocked it back up?"

"They hadn't when I was last here. How did you think I got out of Prance during martial law to rob Trixie blind?"

"Huh... I hadn't even thought to ask you." Fleur knew that pinning their hopes on that culvert being their way in was risky to say the least. Not least because other unsavoury types within Prance would've thought the same thing. At the same time though, they needed to get into Prance, and the main gates weren't an option.

"Y'know what? Maybe I am going to die today."

It had taken them a couple of hours to get to the culvert, the biggest clue to finding it being the pool of water around it. They had decided on taking a long route, skirting along the hills surrounding the city so the could approach directly towards the culvert, reasoning that if the culvert was open and unguarded, hopefully there weren't soldiers watching for anypony approaching from that direction either. That wasn't to say that Fleur was about to relax. The culvert was left open, but around it were dozens of hoof prints and even some cart tracks. Somepony was making use of this entrance. A lot of someponies by the looks of it, and that only increased the likelihood of things going wrong.

"I'm pretty sure the hole wasn't this big last time," the filly said. Fleur looked at the stumps of metal that lined the slightly submerged archway. They were cleanly cut off, and recently too seeing as how the cuts hadn't started to corrode yet.

"I really don't like this," Fleur muttered, her horn coming to life to light the dark tunnel beyond the entrance. She picked the filly up and placed her on her back before stepping into the water which thankfully only came up high enough to wet her knees, and she stumbled as her hooves met the lip of the actual drain.

"Watch it!" the filly hissed having nearly been tipped off.

"I can't see what's where I'm walking!" Fleur hissed back. Something about the dank, damp, and mouldy smelling drain encouraged the desire to whisper, and Fleur wasn't about to ignore that when something about all this already felt wrong enough. "How did you even get through here on your own?" she asked to distract herself.

"By getting very wet," the filly answered primly. "I don't usually go this way, but the whole martial law thing was a bit of a bitch to get past, so I had to. The key is to not get any in your mouth."

"Wha- This isn't sewage is it!?"

"Doesn't smell like it, but would you take the risk?" The tunnel reached an incline, turning up at an angle that was difficult to traverse with hooves. Oddly, there was a rope pinned at intervals up the side of the tunnel, and it appeared as though somepony had spent a great deal of effort scraping away the slimy green moss that covered every inch of the floor. "This is new," the filly stated.

Thankfully the water lessened to a mere trickle that ran around Fleur's hooves rather than submerge them, but the climb was difficult, and Fleur reluctantly found herself grabbing the rope in her mouth to pull herself up. "How the fuck did you get back up here before?" she gasped once she reached the top.

The filly jumped off Fleur's back, landing on the stone with a small splash. "I didn't. The soldiers were stopping ponies from getting out, not in. Which is kinda bizarre when you think about it." She squinted up the tunnel, shading her eyes with a hoof for a second before realising that it wouldn't help. "There should be another climb a bit further on, then there's a another flat then another climb. Then we should find a passage off to the left that comes out between two buildings in the upper city."

"You make it sound soooo simple," Fleur grumbled. They kept going, stumbling through the tunnel and up the next slope, Fleur trying her best to not laugh when the filly made it halfway up before missing the rope and sliding back down. They moved on along the flat, a dark patch ahead on the right concerning Fleur, especially when it turned out to be a neatly made hole in the wall, the size of a door.

"That's new too," the filly said brightly. They poked their heads in through the hole, Fleur shining her light to reveal a basement half full of crates and sacks filled with various food types. "Huh. I wonder what ponies are doing with all this food?"

"Smuggling it probably. Question is, are they smuggling it in or out of the city?" Fleur looked a bit longer, hoping to find some clue as to who was doing this, but couldn't see anything. She stepped back and pulled the filly with her, "We shouldn't stay here in case the ponies doing this come back. Come on."

The next slope proved to be a challenge, the smugglers having not bothered to clear it of moss or set up a climbing rope. "Griffins have it so easy for climbing shit," Fleur grumbled to herself. In the end she half climbed, half crawled on her stomach up the slope and brought the filly up in her magic since they thought it best that Fleur go up on her own in case she fell back down and took the filly with her.

As the filly had said, there was a passage to the left that led to a less severe slope and a entrance covered by a grate with a small greasy set of steps leading up out of it. Fleur traversed the steps and lifted the grate, sticking her head out to see they were indeed in an alleyway between two buildings. The coast seemed to be clear so Fleur lifted the grate up completely and climbed out, waiting for the filly to follow her before putting it back.

"You're green," the filly said. Fleur looked down at herself, finding her stomach, and the backs and insides of her legs her coated with a thick green slime that clung on, despite her best efforts to scrape it off.

"Well this doesn't look suspicious in the slightest," Fleur said sarcastically. In the lower city it might have passed with little comment, but in the upper city, not so much. She needed to get cleaned up, and there might be one port of call that might help her. Might being the operative word at how much of a long shot it was.

"Filly, do you know where the judge lives? Well, former judge anyway."

"You mean the one that was hung at the start of the riots?" Fleur nodded. "Yeah, sure. Why?"

"Because his daughters are familiar with Octavia, and I'm really hoping they might help me."

"You mean that thing where they pretty much abducted her for their daddy to get his end off? You want to ask them for help? Are you crazy?"

"Maybe? I don't know! The only other place I can think of is Cookie Dough's bakery, but that was burnt down," A twinge of regret fluttered through Fleur's chest, "so we're giving this a go first. Just go out there and tell me if the coast's clear."

Fleur waited while the filly went to see if the way to the former judges house was clear, feeling all the while that maybe coming here with just the two of them really was a bad idea. Realistically the only other pony they could have brought was Octavia, since Twilight was leading the rebellion and was probably too well known to risk now. Trixie wasn't as patient as she used to be, which was saying a lot, and couldn't be counted on to not do something rash and stupid. Also, Fleur wasn't about to admit it, but Trixie scared her a little. Summer was, well, a pegasus, and... herself, with all the quirks that entailed, and wouldn't have gone without Octavia anyway, while Octavia would be in the same boat as Fleur was now, covered in slime and hoping for the kindness of strangers.

The filly returned, bringing her out of her silent reverie, "There's plenty of ponies around, but there aren't any soldiers that I can see, so we should be alright, maybe. I'd keep an eye out for any arrows or spears coming your way all the same." The filly led the way, weaving through the few ponies in their way while Fleur kept her head down, watching the filly's rear hooves for changes of direction.

A minute later they stopped at the door to the house and raised a hoof to knock, but stopped and used her magic instead since leaving green slime on their door probably wouldn't endear her to them. Shortly after the door opened slightly, and a peach coloured unicorn in a maids uniform looked through the gap, her horn almost half its proper length, but flat at the end. Fleur remembered Octavia saying that their maid had been taken prisoner and had her horn broken off. A shudder wormed its way down her spine.

"Can I help you?" the maid asked.

"Uh, yes. I was hoping you could lend me some assistance. We've just got into the city, and-"

"Just got into the city? How?" the maid said suddenly. "The soldiers don't let anypony in or out."

"We came through the sewers."

"You're with the resistance then?" Her voice turned panicked, "You shouldn't be here!" The door started to close but Fleur stuck her hoof in the gap, wincing as the door slammed on it.

"I'm not with the resistance. I didn't even know there was a resistance. I-uh, I'm, I mean we, are friends of Octavia's, and I was hoping you could help us." The pressure on her hoof eased off and the maid looked through the gap.

"How do you know her? Never mind," she said before Fleur could answer. "Describe her to me."

"Oh, uh, okay. She's grey with a long, almost black mane and tail with purple eyes and a purple treble clef as a cutie mark. She was also brought here by Sapphire and Velvet to pleasure your former employer, but ended up smashing a priceless antique cello around his head instead."

The unicorn blinked and looked down at the floor, "Yes, well, at least we're talking about the same pony. Remove your hoof and I'll let you in." Fleur did so, and the door closed only to open fully a few seconds later. Fleur and the filly dashed inside, thankful to be away from the suspicious stares of the ponies in the street.

"Thank you. You're Peach Blossom aren't you? Octavia told us about you. I'm sorry about your horn."

Peach reached up and touched the flat end of her horn before sighing and dropping her hoof back to the floor. "It'll grow back. Now, how may I assist you?"

"Actually, I was hoping you might provide me with the means to wash this gunk off me. Of course, if you want to ask your mistresses first I totally understand."

"The mistresses are, ah, occupied, at the moment."

"Occupied with what?" The filly asked. "Surely it can't be more important than two strangers in their house?"

"The mistresses are occupied with... each other... and do not wish to be disturbed."

"Each other? What is that supposed to-ow!" The filly squeaked as Fleur elbowed her in the side, "What was that for? Eww! You got slime on me!"

"Sorry about that," Fleur said smoothly, ignoring the filly. "Do you want us to wait until they are no longer busy?"

"No, that shouldn't be necessary. I'm sure the mistresses would be happy to help a friend of Octavia's. Please wait here while I go run you a bath."

Peach Blossom departed and the filly hit Fleur on the side. "What was that for?" she asked loudly.

"They're having sex you ninny!"

"Oh." The filly blinked a few times as her brain caught up, and her eyes widened, "Wait... you mean with each other!? Gross! Aren't they sisters!?"

"As I understand it, Sapphire's adopted through marriage or whatever you call it. They're step sisters."

"And that makes it okay?"

"Apparently."

"Oh. Bleh. And this is why I'll never have a relationship with another pegasus, in case we're related somehow."

"Aren't you a little young to be thinking about that?"

"I'm fourteen remember, almost fifteen. A lot of ponies my age seem to think about little else so I think I might be forgiven for thinking about it once in a while. Didn't you ever think of colts at my age?"

"Colts were the last thing on my mind after what happened a couple years before I was your age, believe me. I was more concerned about getting out of the country and not dying in a gutter somewhere."

"Oh, yeah..." Awkward silence descended, and hung around for several minutes until Peach Blossom returned.

"The bath is running now. If you'd like to leave your belongings here I'll show you the way." Fleur dumped her bags on the floor and followed after Peach Blossom, the only disturbance to the short trip being when they passed the master bedroom. Even the filly was blushing after that. "If you require nothing else I'll leave you alone."

"Actually, I was hoping you could tell me what's gone on in Prance since the riots ended?"

"I suppose I could, yes, but I scarcely know where to begin."

Fleur climbed into the bath, dragging the filly in with her to clean her up too, taking care to not take her cloak off until the last moment so Peach Blossom didn't see the scars. "Why don't you start with how the fighting ended."

"Very well. The fighting ended rather swiftly actually, with what soldiers left living retreating out of the city leaving the rioters victorious. It wouldn't last long though, since a lot more soldiers were on the way. I don't know who decided it, but they focused on extinguishing the fires and cleaning up the mess, moving the bodies of the fallen soldiers to the main gates, respectfully mind you, while the fallen citizens were taken to the morgue. Then they left the weapons stolen off the soldiers with the bodies of the soldiers."

"All of them?"

"Quite so, all of them. When the soldiers did arrive they were expecting to meet heavy resistance from an armed militia, but instead met ponies quietly rebuilding from the riots. The soldiers conducted very thorough searches for any hidden weapons, but found none. Then things were strange for a while."

"Strange how?"

"The soldiers were meant to fall under the command of General Sabre, but with his death the command of the troops fell to a young captain who hadn't been here during the fighting, so he wasn't concerned with getting revenge or anything foolish like that. He brought back martial law, and restricted access both into and out of the city, and controls the food here, but that was really it. He ordered a lot of his ponies to help with the repairs to the city, and isn't too bad, apart from the food situation."

"What's wrong with that?"

"There's limited food, and what there is, is being sold at high prices, so the poor of the city are starving. That's when the resistance showed up, except they aren't resisting much. They focus their efforts on smuggling food into the city to give out to the poorest ponies, but it's barely enough. We also believe the soldiers know full well about it, but don't seem to want to do anything about it. The whole situation is very strange, and everything seems to have become rather stagnant, with nopony really knowing what to do. The soldiers seem reluctant to attack a peaceful city, and nopony's going to attack soldiers that are being somewhat helpful. There's also been sightings of ponies in strange black armour, but nopony knows what they're doing here."

"Unicorn hunters?" Fleur suddenly felt worried, as those might be some of the few ponies capable of recognizing her as a member of the rebellion. Judging by how rigid the filly went, she was just as worried.

"If that's what they're called, then yes," Peach Blossom said, oblivious to their worry.

"Do you know where we could find the resistance? Without just walking into their storeroom in the sewers that is."

"I'm afraid not, but mistress Sapphire might have an idea about how to do so. I do believe they've finished their... business, so I shall go inform them of your arrival."

"Thank you." Peach Blossom left them, closing the door behind her, and Fleur focused on scrubbing the slime off her, but her mind kept rolling back around onto what she had learnt. Peach Blossom wasn't wrong when she said the whole thing was strange. There was a piece missing to this puzzle, and Fleur hoped the resistance might give it to her.

A few minutes later there was knock at the door, and a pale blue earth pony walked in, wearing a dressing gown and looking more than a little sweaty. "My apologies for not being able to greet you in person but I was-"

"Occupied, yes, we know. You're Sapphire aren't you? Octavia told us about you."

Sapphire folded her ears back guiltily, "Ah, yes, Octavia. How is she?"

"She's fine."

"That's good. So, who might you be?"

"I'm Fleur de Lis, and this is the filly." Sapphire seemed confused for a moment, then smiled at the filly.

"An unusual name to be sure. It's a pleasure to meet you both."

"Likewise. Um... Peach Blossom said you might know how to get in touch with the resistance."

"I do indeed, but I would like to know why."

"We're with the rebellion, or 'Mareitania Liberation Front' if you prefer, and we're going to have to liberate the city at some point, so-"

"You're with the rebellion?" Sapphire interrupted, "It's real?"

"Yeah? I guess you haven't really had a lot of news here then."

"We've heard rumours, but little else. I just thought it was a story made up to give the ponies here hope that things might get better. Is Octavia part of it too?"

"She is indeed."

"My word." Sapphire fell quiet, her eyes twitching as she thought. "I suppose it wouldn't hurt to get in touch with my contacts to set up a meeting. In the meantime, get yourselves cleaned up; you shall be our guests for tonight."

"Thanks!" the filly chirped.

"Are you really involved with the resistance?" Fleur asked.

"Yes and no. We aren't directly involved with their activities, but we do provide funds for them to buy the food they smuggle into the city." Sapphire smiled at them, "While some food does grow on trees, I'm sure you can appreciate what I mean when I say it doesn't. And it's about time 'Daddy's' money did some good around here."

Fleur stretched, gleefully noting that none of her hooves came close to the edges of the huge and luxuriously comfortable bed she had been provided with. Between that and the fantastic meal the night before, it truly was a delightful slice of Canterlot she was staying in. Too bad she was going to have to ruin it for herself by getting up and doing stuff.

She lazily climbed off the bed, taking a moment to knead her hooves into the soft carpet before setting off to find her travelling companion, who at least seemed to be in a better mood last night.

Fleur found her in the dining room, stuffing her face with all the free food she could get while Velvet sat nearby, watching with an expression that alternated between polite horror and scientific fascination. "Morning."

"Mor'in'," the filly said with her mouth full.

"Good morning Fleur," said Velvet. "I trust you slept well?"

"Like a foal," Fleur replied as she slid into a seat at the table. She snatched some toast and butter in her magic and began spreading it, barely even realising that she had missed the typical middleman called the knife out of the equation. "Is Sapphire around?"

"She's gone out to town to see the ponies you're looking for. She has her own business to conduct with them you see. She should be back soon to take you to them, so I suggest you have breakfast while you can."

"Okay then." Fleur stuffed the toast into her mouth, biting a chunk off and chewing it happily. While Fleur wasn't claiming to be lady fancy-hooves, she couldn't deny that she had missed aspects of this lifestyle. This lifestyle she was enjoying while ponies out there barely had enough to survive. She swallowed and cleared her throat, "I hope you don't mind me asking, but why do you live and eat like this, yet help the starving ponies in the city?"

"Are you suggesting we shouldn't help them?"

"No! Not at all! It's just... the two things don't exactly match up."

"You're right, they don't, but we're expected to live like this. If we were to give it all up to help the starving ponies of Prance it'd look rather suspicious wouldn't it? Besides, I'm used to a certain level of comfort, and wouldn't do very well if I gave it up."

"But what if the money runs out?" the filly asked, having been listening in.

"A monster though my father may have been, he was also rather clever. Believe me when I say that the money spent on funding the smugglers barely makes a dent in his coffers."

"Why not do more then?"

"Because it could draw attention to them," Fleur answered to the agreement of Velvet.

"Quite. We would be happy to do more if times were more normal, but the presence of the soldiers makes everything that much harder. We dare not do more to help in case somepony decides to bring their wrath down upon us." Velvet took a dainty sip out of the cup before her. "I rather think prison wouldn't agree with me, much less the hangmare's noose, so we shall do what little we can and remain invisible."

"But ponies saw us come in here," the filly pointed out. "Wouldn't that seem suspicious?"

"Normally yes, but due to my father's more unfortunate habits, ponies are used to seeing young mares coming in here, even if it's usually earth ponies, although the state you were in might draw some comments."

"Even two at a time?"

"I do believe his record was twenty three." Velvet shook her head at the memories, "That was a noisy weekend."

"Where did he find that many young, female earth ponies?" the filly asked in slight wonderment.

"For the sake of decency I'm not going to answer that, but I will say it's just another note on a long list of things I wish had never happened."

"You and Sapphire," said Fleur, hoping to change the subject. "How is it working out between you two?"

Velvet smiled, "As well as could be expected. Things are marvellous with her actually, but due to a great many ponies thinking of us as sisters we can't really tell anypony due to more than likely being totally socially ostracized following such a revelation. That also means that I, as the sole inheritor of my father's estate have far too many ponies trying to get their hooves in my pie through marriage proposals." A strange and horribly lewd image wafted through Fleur's mind, but she managed not to show it. "I fear that some day somepony is going to demand to know why we're determined to remain the two richest 'spinsters' in Prance, and I'm not sure how many more excuses we can give."

"I'm sure you'll be fine," Fleur said confidently. "Besides, it's your business what you do with yourself and your money."

"I wish it truly were," Velvet said sadly, "but in upper Mareitanian society there are certain expectations of ponies like Sapphire and myself. Expectations that neither of us are meeting."

"Not to be too much of a dick about it," the filly said crudely, "but those ponies should shove those expectations up their tight little plot holes. Anyway, once the rebellion gets here I'm sure they'll have waaayyyy bigger things to worry about than you."

Velvet smiled at the filly, "Then I look forward to the day that happens."

Sapphire led them through the streets, following a seemingly random route that wound through the streets. Occasionally they entered a shop or boutique, giving the impression of browsing before leaving again. Fleur knew why it was happening, but didn't really appreciate it as it took them past large numbers of soldiers, and it felt to Fleur like she may as well had a target on the back of her head. The filly was equally annoyed by it, and had opted to vent her frustration by grumbling an almost constant string of expletive filled complaints. It did give them a chance to look around the city however, although they'd be hard-pressed to say whether that was a good thing or not.

Everything was nearly pristine. Nearly. There were the occasional signs of damage from the riots, but those were limited to the occasional scorch mark or bit of superficial damage. Even the destroyed buildings were in the process of being rebuilt, or had already been rebuilt including one that Fleur couldn't help but run over to when she saw it. She pressed her nose up against the window and breathed in the smell of newly baked confections, her mouth moistening.

"You're drooling," the filly pointed out.

"Don't care." She pushed the door open, seeing a face that had been sadly watching his livelihood burning the last time she saw it. "Cookie Dough!"

The stallion at the counter looked up, and a broad smile growing on his face. "Fleur! You survived!"

"Of course I did. You're the idiot that insisted on staying in Prance."

"A decision that worked out well I might add."

"Sure... So, did you get the icecream parlour thing set up? Or is that still just a pipe dream?"

"Still a dream sadly. Turns out there isn't that much milk in Mareitania, so I may never see it come true." The door jangled as Sapphire entered, followed by the filly. Cookie's face grew strained as he forcibly maintained his smile. "Lady Sapphire, a pleasure to see you again." His eyes narrowed as they fell on the filly. "Blossom."

"Yep. Blossom. That's me! How-ya doing Cookie?"

"Fleur. Lady Sapphire. Why are you hanging around with this... miscreant?"

"Blossom?" Fleur snirked. "Really?"

"I wasn't feeling very imaginative that day, okay?"

"You know this filly?" asked Sapphire.

"I used to steal stuff from here all the time back in the day," the filly said without a hint of shame.

"I would've given some things to you if you'd just asked," Cookie growled. "And I still don't know how you stole an entire four layer cake!"

The filly burst out laughing, "Hah! I remember that! That was nuts! Me and my friends ate until we were sick after that." The filly's eyes glazed over slightly, "Good times, good times."

"I lost fifty marcs for that cake! Really though, why are you two hanging around with her?"

"I'm just an acquaintance of these two, through a... friend," said Sapphire.

"Do you remember how you met me Cookie?" Fleur asked, her lips quirked into a wistful smile.

"Well yeah, you were trying to steal a plate of cupcakes, back when my parents still ran this place."

"And what happened?"

"You tried to pull them over the edge of the counter with your magic and ended up dropping them all over yourself because your magic wasn't so good. You stood there covered in icing, frozen on the spot as I watched, then burst into tears."

"Then you cleaned me up and gave me a free cookie, with the promise of more if I didn't get too greedy. I was seven Cookie, and this filly has been in the same position as me, a young homeless kid trying to survive. The difference was that she was apparently better at stealing at that age than I was."

"Nah, the cake thing was only like a couple of months before I met you."

"Oh... Well..."

"But," the filly continued, "I'm on the straight and narrow now, and Fleur won't steer me wrong." Fleur grinned awkwardly. She was probably the worst pony to keep anypony on the straight and narrow where theft was concern. If anything, she had progressed the filly onto bigger things. "I'll be on my best behavior, I promise."

"I can tell you're lying," Cookie said flatly.

"How could you possibly tell?" the filly gasped sarcastically.

"Your mouth moves when you lie. Well, it was lovely to see you Fleur, even if some of your company isn't what I'd like it to be."

"It was great to see you too Cookie. I don't suppose you have a little something for the road? I can pay."

Cookie shook his head, "You? Pay? Now I've seen everything." He rummaged behind the counter and pulled out a trio of large cookies, "On the house. Even for you, you little blighter, because you have a good taste in friends, far better than Fleur does."

"Aww, you're a sweetheart Cookie," the filly gushed before Fleur shoved a cookie in her mouth with 'glomph.'

"Bye Cookie, I promise I'll come see you again some time soon." They left the store, munching on their cookies. Even Sapphire put etiquette aside for long enough to eat hers. "So, what did you snag?" Fleur asked between mouthfuls.

The filly pulled a small iced bun out from under her cape. "This. But now I feel guilty. Stupid kind-hearted Cookie giving me free shit to make me feel bad."

"You two are unbelievable," Sapphire said with a small shake of her head. "I suppose we really ought to get on and meet my associates before you get us all arrested." She led them on a more direct route, heading into the lower city, which was even more suspiciously clean considering what the lower city used to be like. She stopped outside a bar, taking a cautious look in through the window.

"Something wrong?" Fleur enquired.

"No, nothing's wrong. I just wanted to make sure there were no soldiers in there. It's risky enough for me to be here without a soldier seeing me and taking note of how odd it is for a lady like myself to be here. Go on in and tell the barkeeper that I sent you, and he'll take care of you. He'll also sort out some accommodation for you since I can't really allow you to stay with Velvet and I, for our safety."

"Aww," the filly groaned.

"I'm guessing we won't be seeing you again?"

"You might do," Sapphire said. "It'd be nice to see Octavia again, since I'm sure I owe her a better apology than the one I gave her last time I saw her."

"I'm sure she'd be happy to hear that you two are doing a lot better now. Bye Sapphire, thanks for the help."

"My pleasure entirely. Farewell Fleur, filly."

"Bye," the filly said as Sapphire trotted away, both of them watching her go. "Do you think she realises that being seen by a soldier in the lower city wouldn't make the slightest bit of difference since being seen isn't a crime?"

Fleur shrugged, "I suppose it doesn't hurt to be careful. Come on." She led the way into the bar, being completely ignored by the three patrons in the corner playing cards, and made her way to the bar which was tended my a mustard yellow stallion with a roguish black patch over his left eye. "Um, Sapphire sent us?"

"Nooo... Is that why she was stood out there with you? I never would've guessed."

Fleur's cheeks coloured involuntarily, "So I guess you saw us, huh."

"Which is more of a challenge for me these days than you think. Don't get me wrong, Sapphire's a lovely mare, but she has a bigger blind spot than I do as to what actually constitutes caution. No matter though." He clapped his hooves together and leaned on the bar, "So, you're the ponies wishing to meet the 'resistance?'"

Fleur glanced at the ponies in the corner, "Uh..."

"Don't worry none about them; deaf as posts. Ain't that right Lock!" he shouted towards the three ponies.

"Too right Mash!" the one Fleur assumed was Lock shouted back.

"See, didn't hear a thing."

"Mash?" the filly said questioningly.

"Yep. Mash, or Sour Mash if you're going to use my full name. Just don't call me Sour. Always bugs me when ponies do that."

"Okay, this is Fleur, and I'm the filly."

"The filly? What kind of damn fool name is that."

Fleur frowned as she looked closer at Mash, "I recognise you..."

"So you recognise a barpony. Bravo."

"No, I mean from somewhere else." Vague memories floated through Fleur's mind of the night the riots started. The poor mare getting killed, and her friend crying over her body, and the stallion that started the attack. "You're him! You're the pony that started the attack at the executions!"

The stallion went wide eyed and desperately gestured for her to be quiet, "A-da-da-da-da-shush! That you can keep quiet!" he whispered desperately. He lifted the barrier and waved for them to follow. He led them into the back to a room, kicking the door shut behind them. "Do you realise how dead I'd be if the soldiers found out I kicked that thing off?"

"Probably about as dead as we would be if the Duke caught us here I suspect."

"Which would be sooner rather than later if you get caught with me." Mash sighed and adjusted his eye patch, "Why are you here?"

"Didn't Sapphire say?"

"She said you were part of that rebellion down south, but I'm not about to put my faith in a rumour. Besides, unless you're good, or just plain outnumber the Grand Army, then your chances are pretty slim."

"We shut down Whiplash a few days ago," the filly said proudly, "and freed Neigh Orleans. I think we're doing okay. Besides, you're the 'resistance;' you must know something about being outnumbered."

"Don't we just, because there are eight of us."

"Eight!?" Fleur and the filly shouted in disbelief.

"Yep. Two of those are Velvet and Sapphire, who loaf around in the upper city, and two more aren't even in the city."

"Where are they then?" asked Fleur.

"They're the ones that go and buy the food to smuggle into the city, and that ain't an easy job because they can't do it in the same place every time 'cause that looks suspicious. They're meant to be arriving here tonight if you want to meet them?"

Fleur considered it and nodded, "Sure, but I still want to know why you're called the resistance if you don't resist anything?"

"It's not a name we chose ourselves. Look, I got customers and I need to get back to the bar. I'll give you a room to stay in, and tonight, you can meet the rest of us and tell us what you want." He led them back out to the bar, grabbing a set of keys off a board on the wall and tossed them towards Fleur, who only just managed to catch them before they smacked in the face. "Third floor, second door on the right. It's going to be a while so you may as well get comfy."

"Does this feel pointless to you?" the filly asked as they made their way up to the room. "It does to me."

"Extremely. Still, they might have some information we could use so we'll stick with it for now."

"I still can't believe we found them so easily though. And completely by accident."

"Yeah, let's hope that luck holds up."

It had been dark for a few hours by the time Mash came and got them. Not that they had spent all day cooped up in the room by any means. They went out, bought an extremely overpriced lunch, met some of the filly's friends, most of which had survived the riots, with the exception of Tanner, which was fine because nopony liked him anyway because he smelled bad even by vagabond standards.

There was even a vague attempt at gathering any useful bits of knowledge they could find, but those were limited by certain factors like how the soldiers didn't even know what they were doing there now, which was information in itself and naturally made Fleur very suspicious. Maybe the Duke expected the rebels to go after Prance, which was why he had it so heavily protected. Maybe the soldiers had mostly been forgotten about. Either way it felt wrong.

In the hopes of finding the answers to these questions they had returned to the bar and waited until it closed before going with Mash to wherever he took them, which was strangely trusting of them, but they had nothing else to go on.

He led them through the lower city, keeping to the shadows as much as possible since there was a curfew in effect, poorly enforced though it may be. It was quite far to where he took them, which was by Fleur's reckoning around the back of the city, over the drainage tunnel, to an old but not totally dilapidated house that was unremarkable in every way, which was probably the point.

Mash pushed the door open and waited for them to enter before letting it fall closed again behind them. Then he took them down into the basement, which had a hole into the drain as they suspected it might. "Here we are, the nerve centre of the 'resistance,'" he said with snorted laughter.

There were three other ponies in there. A dark purple and silver maned unicorn stallion, a pink and red unicorn mare, and a yellow and grey earth pony mare. "This is Nightlight, Sweetheart, and Flip." The unicorn Sweetheart smiled at them, and Flip waved and said a hello. Nightlight barely acknowledged them with a grunt.

"Aren't two of these the ponies on the gallows at the execution?" the filly whispered.

"You recognise us?" asked Sweetheart.

"Yeah, you're a prostitute aren't you?"

Sweetheart blushed, "I-ah, I was, yes. No longer though."

"And grump in the corner there was too," the filly pointed at Nightlight before moving it to Flip. "I don't recognise you though."

"I'm just a friend of Mash's" said Flip, "and this is my house. I also knew some traders that might be willing to help us out."

"Fair enough, but this all seems a little too coincidental to me. How are these ponies we recognise conveniently part of the Resistance?"

"Because of me I imagine," said Mash. "After the fighting finished I went looking for these two, offered them somewhere to hide in case the soldiers came looking for 'em. Somehow we've ended up becoming what we are now."

"What about Sapphire and Velvet?" Fleur asked, since those two were the odd two out by far.

"Before the martial law, Sapphire used to come blow off steam in my bar quite often, since nopony really knew her there. She caught us when we thought we were alone in the bar one night, talking our plans over for this and she offered to help. Velvet just got dragged along with her."

"And all you really do is hoof out food to those that need it?"

"Yep."

"That's it?"

"That's it."

"Oh." Fleur deflated slightly, not entirely sure what to think.

Mash snorted, "Don't act so disappointed. You came to us, remember? As a matter of fact, while we wait for the others to get here why don't you tell us what you want with us."

"Uh, okay I suppose." Fleur sat down and made herself comfy while the filly clambered up some crates, watching what happened from on high. "We're part of the rebellion down south, the poorly named Mareitania Liberation Front, and I've come here to find out what's been going on since the riots a couple months ago. I'll be honest when I say this isn't what I expected."

"What were you expecting?" asked Sweetheart.

"We were expecting this place to be a total wreck, with the people oppressed under the iron hooves of the soldiers."

"If Sabre were still alive it probably would be." Mash spat through the hole into the drain, "Murdering bastard had it coming."

"What does the rebellion want with us?" Flip asked. Fleur couldn't help but notice the mare was nervously rubbing her forehooves together.

"You specifically? Nothing. I just wanted to know what it was like here. Of course we have ambitions to free the city some day, but we need facts to do that. Problem is though that the soldiers don't even know what they're supposed to be doing here, apparently, so it's hard to work anything out."

"I know what you mean," said Mash. "Back when I was in the army we would never have done anything like this. It was all 'oppress the lesser ponies and kill a bunch of them for shits and giggles,' all wrapped up to sound nice using words like 'protection' and 'justice.' We would never have calmly fit in and helped to rebuild the city. If it wasn't for the food situation we wouldn't even bother doing this."

"Why isn't there enough food?" the filly asked.

"The food's being delivered straight through the soldiers now. They take what they need and the rest comes to us." Fleur suddenly had visions of Shadow's thestrals hitting those supplies and accidentally starving the ponies of Prance, and she cursed inwardly. "Thing is though, I don't think the soldiers are being greedy or anything, there literally isn't that much food. Enough components for food like flour and stuff, but staple foods like fruits and veg are scarce."

Fleur pursed her lips, "Have you tried talking to the Captain about it?"

"Of course, but he's in the castle, and the tinnies ain't letting nopony see him."

"Tinnies?"

"What we used to call those bastards in black armour back when I was in the army. They answer directly to the Duke, and while they technically have no rank they have enough authority to control what the Captain does here, and if he don't like it they probably don't have much of an issue with replacing him with somepony that's much more... malleable."

"But what would they be doing here?"

Mash shrugged, "Don't know. You'd think they'd be looking for somepony, but they ain't. Only arrived a month ago as well, and done nothing to change the status quo, so what they're doing here is as much a mystery as the rest of it. They have a whole seventh of the Grand Army sat outside our gates, doing nothing, and I'd give a leg to find out why."

"Well, I intend to find out," said Fleur, sounding a lot more confident than she felt.

Mash just laughed at her. "Yeah, good luck, with that. Just don't come crying to me when you find yourself at the business end of a gallows." There was a thud and a muffled curse that echoed up the drain, "About damn time! I swear these two get later every time they come here."

The sound of hooves came closer and a minute later two ponies ducked into the room. "Sorry we're late, Bric hit a rock and cracked a wheel on the cart."

"Brother, I swear if you remind me of that one more time I'm going to make you eat your horn."

Mash waved it off, "Don't worry about it. Bric, Brac, I want you to meet Fleur and the filly." The room suddenly felt very small as the two brothers laid their eyes on Fleur, who really wanted to run a mile.

"I do believe we've already met," Bric said nastily.

"Well this is awkward," Fleur said quietly.

Author's Notes:

Flying entirely in the face of what I said after the last chapter, I've actually wrote four chapters. Admittedly two of them are a bit shorter than my usual, while the third is half as long, but still, it's been a good week and a bit of writing. I'll try and get the next up in a few days.

05/03 Just realised I've had this ready to go two and a bit weeks ago but forgot to hit the publish button. Ahahahahafuck...