Woodberry hall had changed significantly in the week since they had taken it. Gone was all the useless ornamentation, now likely sat in the collections of the other nobles. Instead a lot of the space was taken up by supplies that had been moved northward for their eventual attack on Whiplash.

The other addition was thestrals. All of them.

Twilight didn't hurry, allowing Fleur to keep pace with the rest of them. They had been using the healing device extensively in the last week, and had done a lot to heal most of her injuries, save her horn. Sadly though, the device seemed to struggle to repair all of the nerve damage caused by her burns, and the leg had been rendered largely numb, slowing her ability to run. Yet another facet of the healing device that Twilight was going to have to research further.

They were hoping to meet up with Ivory in what had formerly been a lounge. Since that time it had been converted into the command centre of operations around Woodberry. They found Ivory, along with Fleetfoot who was technically in charge there, even though Ivory seemed to be calling the shots at the moment. Shadow was also there, lounging in the corner eating an apple.

She jolted to attention as they entered the room, "Twilight! So they weren't kidding! You are alive!"

"Yes Shadow, and kicking."

"Can't keep a good mare down eh?" Shadow winked and Twilight smiled back wearily. "They told us you returned, but without seeing for myself I wasn't sure whether I should believe it or not."

"If I wasn't the mare in question I wouldn't believe it either." She turned her attention to the others in the room, "What's the situation in Whiplash?"

"Much the same as before ma'am," said Fleetfoot. "They've appropriated the former pegasus facility as their base of operations since it's the most easily defended building there. They've also had scouting parties in the area, so there's a good chance that they know we're here and making preparations."

"They'll also be able to send an advanced warning to Whiplash when we make our move. Shadow?"

Shadow grinned and saluted lazily, "Say the word boss and they're as good as gone."

"Not yet, we don't want to make them suspicious." Twilight studied the map of Mareitania on the table, "Has there been any problems in Hoovendale?"

"None as far as we can tell," Ivory answered. "I think these scouts are here purely to keep an eye on us as no other forces have been seen in the area."

"Enough of this crap," Trixie moaned. "Shadow and the thestrals can act as a vanguard for our forces and take out the scouts as we go, end of problem. How about you tell us what's at Whiplash?" Fleetfoot waited for Twilight to give her permission to move on. Since that was more or less the plan she was thinking of Twilight didn't feel the need not to.

"We can't tell what's in the facility numbers wise, all I can give you is an estimate of maybe eight hundred at most."

Octavia frowned, "Didn't you say there was only a token force holding Whiplash?"

"That was a month ago Octavia," Twilight reminded her. "Maybe they've changed their mind since then."

Trixie raised an eyebrow and fixed her stare on Shadow, "And why aren't you out there destroying their supply lines? We could probably starve them out."

"Too risky. By shortening their supply lines they've increased the number of ponies available to guard them while decreasing the time it takes to move them. Basically they'd whittle us down faster than we can stop all of them. No offense Trixie, but I ain't throwing the lives of my ponies away like that."

"Whatever. Can't we place the entire building under siege then?"

Twilight thought about it, but quickly saw the flaw in that plan, "Not with reinforcements only a few days away. We need to take Whiplash quickly so we have a position to defend from if we have to."

"So we're taking this place the old fashioned way then, with lots of blood and screaming?" Trixie said harshly. "We got lucky in that place last time, Twilight, but this time we're fighting an uphill battle against soldiers. Even I don't like those odds."

Twilight imagined the layout of the facility in her mind. The building was a honeycomb of chokepoints that her ponies were going to have to push up through. But maybe there was a way to turn the tables a little bit.

"Alright, I might have an idea on how to even our odds a little."

Trixie rolled her eyes, "And what might that be?"

"You'll see. I need to discuss some things with my research assistant first to see if it's possible, then I'll tell you all about it. You guys stay here. I'll be back in a couple of days hopefully."

Luna brushed her mane aside and jiggled the tip of a hoof in her ear just to make sure she hadn't misheard Twilight. "Run that by me again?"

"I want to make a sustained teleport point."

"Alas, I am still no closer to understanding what that means."

Twilight groaned and tried to explain in laypony terms. "I want something that can teleport things from point a, to point b, that multiple ponies can use in succession."

Understanding dawned on Luna, "You mean a portal? Why didn't you just say so?"

"That's not a portal Luna!"

"Of course it is. If a pony enters a swirly magic thing at point a, and leaves a swirly magic thing at point b, it's a portal. Don't try to convince me otherwise."

Twilight ground her teeth, "Sustained. Teleport. Point. But fine, we'll just call it a portal for simplicity's sake. Do you know how to make one?"

"I get the feeling we're talking about different things. Are you referring to a system that individually teleports things from a fixed point, to where you wish to send it?"

"Yes! I am! Not a portal!"

"Good grief Twilight, are you trying to burn yourself out?"

"Huh?"

"You'd hit burnout before you would've teleported thirty ponies. You may as well teleport them yourself.

"I know that, which is why I'm asking you if you have any ideas."

"A portal would work."

"Not without two ponies operating it. I can do one end, but the other would need a pony capable of operating it." Luna waited for Twilight to hopefully catch on. She didn't, so Luna pointed to herself. "No way Luna, you're not going anywhere near a battlefield."

"I only need to be there to operate the entry point. That doesn't actually require me to be in the midst of things. Not that it would matter if I were..."

"Luna, we talked about this."

"Yes, and you gave me stupid reasons. Who cares if I'm seen on the battlefield? As long as I'm in disguise it wouldn't matter! It would barely matter if I wasn't in disguise. The Duke is hardly going to go blabbing to some journalist that I'm fighting here. My being here would be just as much as secret to the rest of the world as yourself."

"That's hardly the only reason."

"Yes you're afraid this country might trigger something dark in me. Yes you're afraid the fighting might also do that. I know you don't want me seeing Trixie in action because you think I'll either be totally disgusted by her power, or enamoured by it, but all of those reasons are rubbish, and I'm only going along with it out of respect for you. How about you have some respect for me and give me a chance to prove that I'm not the potential threat you think me to be?"

The worst part was that Luna was right that Twilight was being highly disrespectful to Luna by treating her as a danger, and Twilight felt awful for it. The problem was that it didn't make her concerns any less real as far as she was concerned.

"Alright, but you will keep your concerns about Trixie to yourself. She's not your problem, and I will not have you second guessing me about her. If you think she's done something that needs to be acted upon, bring it to me, okay?"

"As you wish Twilight."

"As for the rest of it, stay in disguise and try to limit your power. Seeing another pony as powerful as myself on the battlefield will raise questions I don't want to answer. Fleur's not using her armour any more so take it to Iron Prize to get it adjusted until we can make you your own."

"And I suppose you don't want me to use Artemis and Apollo?"

"Only if you have to. I want you to stick with the adepts for now, and they don't use weapons."

Luna nodded but grinned, "A shame they will not see battle, but I will respect your decision. Thank you Twilight."

"Now, about that portal."

It took two days for Twilight and Luna to figure out the portal problem. Two days that might have been totally wasted if the soldiers had even a single anti-teleportation stone in Whiplash. Twilight had already come to the conclusion that this probably wouldn't work in Prance, and definitely wouldn't in High Rock.

That was a problem for another time though as they made their way back to Woodberry hall at the head of a column of two thousand of their ground forces, and all of their pegasi forces. With the pegasi on the lookout for scouts they were hoping to make it as far as Woodberry without giving anything away.

The clearing around the hall rapidly filled with ponies as they reached their destination, and Twilight was thankful that the weather could be relied upon to not rain as there was no way they were all going to sleep in the hall. She had planned to make her move on Whiplash the next day, so they would only have to endure sleeping outside for a couple of nights on the way to Whiplash.

Trixie was leaning in the doorway to the hall, having been waiting there since one of the pegasi scouts had reported the mass of ponies arriving. "Isn't this overkill? I mean, what use are all these pegasi going to be in Whiplash?"

They aren't going to help us take it Trixie, they're here to help us hold it afterward."

"Alright, fair enough, but are all the rest of them all here for the same reason? We can't actually physically fit this many ponies in that place."

"Trixie, trust me."

"I'm not saying it's a problem Twilight. It's just kinda strange is all. Unless you're trying to intimidate the fuck out of them, in which case, you have my full approval."

"Trixie, get inside so I can get on with the briefing."

"Actually, I have something else to tell you. Fleur, Ivory, and the filly will he heading back to Puddingarde to get back to doing those things they were doing before all this."

"I figured they would be. Are Octavia and Summer staying?"

"Yeah, they'll be doing their triage thing."

"That's something at least. Oh well, let's just get on with this." Twilight let Trixie lead the way to the command room for the briefing. They passed Fleur and the filly by the entrance where Trixie whispered something in Fleur's ear. Fleur appeared shocked and annoyed for a moment, but found little sympathy from Trixie who had already moved on.

Fleur bit her lip nervously, "So you really don't mind us going?"

Twilight shook her head, "No Fleur, it's fine. None of you are fighters so it really doesn't make sense for you to be there. I'm also letting Selene borrow your armour for now since you're not using it."

"Selene? Isn't she meant to be staying at Puddingarde?"

"Slight change of plan where that's concerned. You don't mind do you?"

Fleur shrugged, "Somepony might as well get some use out of it."

"I was hoping you'd say that. If you want I'll fly you back to Puddingarde tonight since it'd be safer than walking if there are enemy scouts around. Especially since Ivory is kill on sight."

"That's... probably a good idea. Thanks Twilight."

They waited while the various ponies that were necessary to be there slowly trickled into the dining room. Twilight wasn't sure when their command structure had become big enough to require so many ponies for a briefing. She suspected she had Snowbright to thank for that. It wasn't really necessary either since not all of their fighters would be participating due to them being unable to fit in the building. That, and she could probably sum up the entire plan in four sentences.

"Thank you all for coming. There isn't a lot to go over here, so I'll keep this short. Half of our ground forces, along with our pegasi, won't be participating in the assault on the former pegasus facility. You'll move into town and secure it in case of any surprises, then wait for further orders."

"Those of us attacking the facility, we'll be using a two pronged attack. Half of you will attack the facility from the roof. My assistant Selene and I will be using magic to get you up there largely undetected once Shadow and her thestrals clear the guards out. We'll begin our attack to divert their attention away from the main doors which will be assaulted by the other half of our forces led by Snowbright and Trixie."

Trixie held up a hoof, "What if your magic do-hickey doesn't work?"

"Then I'll fly as many of ours up to the roof as I can while the rest join you for the attack from the main doors. Obviously that'll be harder, so let's all hope the first plan works. Either way, we fight until the facility is taken, or they surrender. Any questions?"

Snowbright stood and stamped a hoof, "Is that seriously it? That's our entire plan?"

"Unless you have suggestions, yes. Obviously you'll have to make your own plans on the ground according to the situation, just as I intend to do for my forces. I wish there was more I could tell you, but like last time we're having to do this on the fly because we don't know what's going on inside the building."

"But you must have something more than that?"

"What do you want me to say? Push forward with your adepts' shields, cover each other, and most importantly, don't take stupid risks. You know how to do this Snowbright." Snowbright sat back and folded his legs with a huff. Twilight had the feeling that Snowbright wanted them to carry out some big overblown thing like bring the building down on their heads.

"We move out at dawn so get some rest. Dismissed." Snowbright stared at Twilight for every step he made towards the exit, and Twilight countered it by staring right back. "What's eating him?" she asked once he was gone.

"You have to admit that plan was pretty slim Twilight," said Fleur.

"And? We've worked with worse plans than that! Or does nopony remember that plan where I died?"

Trixie snickered, "That was you fucking up your own plan Twilight."

"Because charging the enemy was such a complex plan to begin with! I seem to remember a lot of stuff happening that I don't recall telling ponies to do. We adapted to the situation, simple."

"I wouldn't worry about it," Ivory said sympathetically. "You should see some of the planning that goes into the Grand Army. I believe the Duke's plan for most things is to wave a hoof and say 'make it so.' Then somepony makes it so."

The filly smirked, "And how does that work out for him?"

"Lately? Not very well. I doubt he could do much better himself though, the senile old bastard."

Trixie faked a gasp, "Oh my, such venom."

"Can you blame me? He's probably the one that ordered for me to be killed on sight, not the Viscount. It'd be just like him to do that as some kind of punishment for the Viscount even thinking of taking a unicorn as his wife."

"I'm not seeing where the punishment part of that comes in," Octavia pointed out.

Ivory shrugged, "I never said it was a good punishment. It's pretty typical here for the victim to get punished if the guilty pony is rich or well known."

"Then I guess we can add forming a fair justice system to our to do list."

It'd had been a slow march to Whiplash. Quite a bit of distance ahead of the main body of ponies had to be scoured for scouts by the pegasi and thestrals in the hopes that they could maintain some element of surprise when they got to Whiplash, which had the unfortunate side effect of slowing things down considerably. Even then there was a significant chance of them missing somepony.

They stopped just out of sight of the town and facility to have a break before the attack began. None of them thought that this would be an easy place to take, and an air of apprehension settled on the rebels. Nopony doubted that they would succeed, but everypony knew that the pony they were sat next to now mightn't be around later.

Twilight surveyed her troops, wanting to give them all the time in the world, but they knew as much as she did that waiting longer wouldn't help anything. "I think they've had long enough now," she said. "Selene, get our teams ready and prepare your end of the portal. Snowbright, prepare to get into position. Shadow, have your thestrals come with us."

Twilight flew back to the supply carts in the rear and pulled out two objects that for all intents and purposes looked like rolled up carpets. She left one with Luna but kept one with her as she, along with Shadow and the thestrals, flew up into the sky.

"What's that?"

"It's how we're getting ponies onto the roof."

The skies over Whiplash didn't provide more of a clue as to what was going on in the area than being on the ground had. If you didn't know that soldiers were in there somewhere you could be forgiven for thinking it was mostly deserted. Apart from the couple of dozen soldiers on lookout on the rooftop, who were once again failing to exercise that simple activity of looking up.

The thestrals cleared them out quickly, the soldiers barely aware that they were under attack before the thestrals had taken them out, allowing Twilight to land on the roof at the centre of the building. She unrolled what she was carrying to reveal a black square with white arcane symbols painting in a circle.

She started feeding magic into the runes, making them glow purple with her magic. A few moments later a stone flew out of the circle, confusing the hell out of Twilight until she realised that was Luna's way of testing it worked. "Really Luna? Really?" Twilight muttered to herself before throwing the stone back through.

Nothing happened for another few seconds until ponies started appearing in the circle and running out to spread across the rooftop of the entire building. Each of them seemed nauseous after the portal, but to give them credit, none of them let it stop them.

It took several minutes to get everyone through, by which time the circle was starting to smoke. Clearly this was a one time thing. Luna was the last through, and the circle burst into flames as the portal collapsed without Luna powering it at the other end. "I think that perhaps we ought to work on that," Luna remarked as they extinguished the flames. "Perhaps different materials?"

"Maybe later. Shadow, keep watch and make sure no messengers get out." Shadow saluted and ran over the edge of the building, gliding up into the sky to organise her thestrals.

"So that is Shadow?" Luna asked, "The one you promised could join my Night Guard?"

"That's her. You're not changing your mind are you?"

"Not at all, she takes direction well. I've actually been discussing it with my sister, and we've decided to expand the Night Guard. All of your thestrals are welcome to join if they wish."

Twilight was speechless, "Wow... that's... wow. Can we talk about this later though?"

"Of course."

Luna stepped back to allow Twilight to pick her spot and cut a large hole in the roof. Twilight dropped through and landed on the walkway adjacent to the control room, blasting at the ponies in there while Luna jumped down to cover her from the other direction. Then they started pushing to make room for their ponies to drop in behind them.

Across the four wings of the building similar situations were happening, and the defenders were slow to react to the attack coming from the completely opposite direction they would've expected it to if they had been expecting an attack at all. The sheer lack of coherency in their actions made it clear that they weren't.

Numbers were in their favour though, and even if they were slow to react they were able to get to a point where neither side could advance without heavy losses. Unfortunately for the defenders though, Twilight had about five hundred aces up her well armoured sleeve.

"Last of the ponies are through the portal sir," a soldier, one of the unicorns trained by Snowbright, said to Snowbright as he and Trixie kept an eye on the facility.

"Good. Take the majority of our soldiers and secure the town while we head on to the facility. Try to keep it clean Wick, but don't hesitate to get violent if things go south."

Wick saluted, "Understood sir."

"Does that mean we're going too?" Trixie asked as Wick started giving orders to move out.

"It does." Snowbright stood and stretched his legs in preparation, "Alright ponies, this is it! Last one to the facility's peeling spuds for a week! Move move move!" He set off, with Trixie trailing just behind him as they galloped as hard as they could across the distance to the facility. The rooftop was clear so there was no need to try and squeeze into cover around the walls as Trixie sized up how to get inside. The door had been returned to its proper place after she and Twilight has torn totally torn it out during their last visit. She doubted she could tear it out on her own, so instead she took a leaf out of Twilight's book.

She formed a blade using her magic, although it appeared more like the outline of a blade rendered in black smoke, and ran it down the gap in the doors. Or tried to at least. The doors were interlocking, and the gap wasn't straight. "Shit."

"What's taking so long Trixie?" Snowbright growled at her. "The longer we're out here the faster our element of surprise goes!"

Trixie stepped back to size up the door, "That makes literally no sense. Our element of surprise only goes if we're spotted."

"Whatever! Just get it open!"

Trixie felt around the door with her magic, visualising it with her mind's eye. She found four bolts, two at the top, two at the bottom, and two large metal bars going across the back of the two doors that came out of the wall. Trying to manipulate objects you couldn't see wasn't easy, and sweat started to drip off her as she tried, but with careful deliberation she undid each bolt and slid each bar back into the wall.

Trixie sighed with relief and pushed the door in. "Tada!"

"Finally!" They rushed the entrance, only to find that it was deserted, the defenders probably having gone to fight back against the attackers coming from the roof. "Perfect. Split up and rush each wing. Try and do as much damage as possible before they realise we're here. Once they work it out, go defensive but keep pushing. We'll have them beat in no time."

The ponies split up into groups and spread out to the four wings with Trixie heading the group going upstairs into the central building. She waved at her ponies to stop while she had a look over the top of the stairs. Twilight's forces seemed to have taken possession of the upper floor, and they were now firing down on the defenders while locking down the stairs up to their level. The soldiers seemed content to do little more than fire back while some of their fellows tried to push up to the top level to deal with the rebels directly. None of them seemed aware of the rebels that had made their way in downstairs yet.

Trixie was almost giddy with anticipation as she charged her horn. Once her spell was ready she gestured for them to attack with her. She fired a large crystal that split up as it flew, shredding the bodies of dozens of soldiers as her fighters breached the top of the stairs, adding wave after wave of arrows and magic to the attack, cutting into the soldiers with devastating effect. The bottom floor was clear in seconds, and Trixie led the push up to the next level.

The soldiers were still slow to react as they made their way up the stairs. Trixie didn't feel right though. Normally she relished combat, but after that initial bout of excitment she just felt like a slightly guilty fox in a henhouse as she eliminated soldier after soldier.

Twilight watched over the railing by the control room as their ponies downstairs poured into the building, again catching the soldiers unawares. Twilight actually felt sorry for them, caught in a devastating pincer movement like this. Not that the rebels had everything their way by any means. The two sets of stairs on either side of the building had quickly turned into chokepoints for both sides. But now that the attack from downstairs had begun they might have a chance at breaking through.

"Luna, go to the left stairs and help them there. I'll take the right." Twilight summoned Swordy and teleported into the mass of soldiers trying to push up the stairs. She swept Swordy to her sides and cut down the soldiers to her left and right then unleashed a telekinetic blast that sent the rest tumbling back down the steps, giving her own ponies a chance to push down and set up a shield to push forward with.

Luna didn't seem to be having as much luck, so Twilight took wing and provided something else for the soldiers to fire at after firing a few shots of her own to get their attention. By the time she had looped back around Luna had pushed through, her weapons Artemis and Apollo flashing back and forth as Luna led the attack. Seems that cat wasn't staying in the bag for long.

Luna was also pushing forward too fast, her adepts unable to form a cohesive shield as they tried to keep up with her. Arrows made it through the gaps, and half a dozen rebels fell while Luna was still unaware of her mistake. Twilight teleported into the gap and shielded them all herself, leaving Luna outside it to push forward on her own.

Her charge didn't last long on her own, and she was forced to shield herself as the soldiers focused on the closest target. She looked back, anger etched on her features at having been left on her own, but that anger quickly faded at seeing Twilight there, scowling back at her. She fell back to behind the safety of Twilight's shield, "It would've worked if I weren't having to limit myself!"

"You think that's why I'm angry?" Twilight pointed back at the six ponies that had been hit, four of which were dead, whilst one of the other two was quickly bleeding out, blood gushing around the arrow in her chest. Luna's eyes went wide as she realised what her impatience had caused. "This is a team effort Luna, and rushing ahead like that got ponies killed!"

Luna looked down and the floor with shame, "I'm sorry Twilight, I may have... No, I have no excuse."

Twilight softened her expression slightly, "Put your weapons away, use your magic, and stick with the rest. If I see you out for personal glory again I'll send you straight back to Equestria. I don't care how it was back in your time, but here we work together." Luna nodded limply. "Join the shield while I go help the other side."

The other side was already heading down to the third level by the time she got back to them, even with having to clear out the side rooms. She slowed them until Luna's group had caught up, during which some rebels from one of the wings started pushing out through one of the access doors off the wings, effectively cutting the remaining soldiers in half.

Trixie and Snowbright's attack from the ground wasn't going quite as well, having sustained quite a few losses, but they showed no signs of stopping. It would seem that now would be a good time to take a little mercy if the soldiers wanted to accept it.

"Cease fire! Cease fire!" Her magically amplified voice echoed around the building, cutting over the sound of fighting. Her rebels stopped attacking and reinforced their defenses while the soldiers fired a few last shots before warily watching the rebels surrounding them. "Soldiers of the Grand Army, this is the one and only chance to surrender I'm going to offer you. If you wish to surrender, throw your weapons and armour into the centre of the room and sit quietly until told to do otherwise."

The soldiers did nothing except look to each other to see if they were going to surrender. A few defiantly fired their weapons at the rebels, the arrows bouncing harmlessly off the shields.

"I would also like to let you know that we have over a thousand more fighters outside of this facility. There's no way you can win this." Slowly, in one's and two's, weapons started falling off the walkways to the ground below where some of the more enterprising rebels were doing their best to catch them, despite the danger that some of the loaded weapons presented. "Good choice."

It didn't take long for the different wings of the building to fall after that. The soldiers had started off outnumbered in a couple of them, and the addition of more rebel reinforcements quickly sapped their desire to keep fighting. Those that did surrender were quickly rounded up into the cells and secured, allowing the rebels to breathe and care for the wounded.

Twilight winced as she plucked a broken arrow from a mare. While she had plenty of other things she could be doing, she decided to put hers, and many others efforts towards the wounded, getting them stable while they had ample pony power to devote to it. Frankly she was left wondering how ponies could do this for a sustained amount of time. At least in a fight you had plenty to distract you from the blood and screaming.

"Twilight? Twilight!" Trixie poked Twilight on the ribs with a hoof, "Hey!"

"Ah!" Twilight jumped, her heart fluttering from the shock, "What!?"

"She's gone Twilight."

"Huh?" Twilight returned her attention to the mare at her hooves, seeing that the mare had indeed passed away as Twilight worked on her. Twilight felt disgusted with herself that she hadn't even noticed, but ignored it as best she could. She moved to wipe the sweat off her brow, but reconsidered after seeing how much blood was on her hooves. "What is it Trixie?"

"Nothing really, I just thought that you phasing out and working on the wounded probably wasn't a good idea. I mean, I know she's not one of ours, but still..."

"No, you're right." Twilight watched Summer and Octavia for a few moments. Summer seemed to take it all in her stride, but Octavia's hooves were shaking as she worked. At least Twilight wasn't alone with struggling through it. "How about you Trixie, how are you?"

"Me? I'm fine. The gates of Tartarus are filled with the screams of Trixie's victims, and so on and so forth. Honestly, this is the most normal I've felt in a while, which kinda worries me almost as much as being a rage monster."

"How so?"

"Well, normally I'm still raring for a fight after battle, but today I'm just... normal. Maybe the satisfaction of a job well done, but nothing more."

"Maybe because today was a job well done?" Twilight suggested. "I mean, it could've gone worse by a long way."

"Sure it could've. I don't know, maybe I'm just excited to be moving onto the real fight after this. I mean Prance and High Rock are going to be some serious battles."

"Because all of this has been practice so far..." Twilight sighed internally. Prance and High Rock were going to make this attack here look like a playground scuffle, and they both knew it. "Have you seen Luna? I need to speak with her."

"You mean moody-butt down there?" Trixie pointed to the ground floor, to where Luna was lurking in the shadows beneath the stairs with her head bowed and her back pressed to the wall. She appeared to be completely miserable, and not undeservedly so.

"That's her. See you later Trixie." Twilight teleported down to the ground floor and walked over to Luna. The mare glanced up at Twilight for a second and sighed.

"I guess I am due a scolding for that."

"Actually, I just want to know why you thought that was appropriate to do?"

"Because that was what it was like in the old days. We, the alicorn princesses, led the charge, while our warriors fought for glory and honour, and maybe the eye of a fair princess willing to grant them her boon. Nopony rushed ahead because we all rushed ahead, and if you fell, may it be against a worthy foe."

"And that was better was it?"

Luna shook her head slowly, "No, it was exactly the same, only we dressed it up with glory and honour to make it seem that not only was it acceptable, but wonderful. And that somehow made you forget the blood, and the screaming, and the death... This way is better."

Twilight wasn't sure what Luna meant by that, and almost wanted to be outraged. "You're going to have to explain that one to me."

"Apologies Twilight, I simply meant that fighting like this, stripped of all its illusions is... better. Yes, it is grim and bloody, but it's fought out of choice, out of necessity, and out of a desire to build something better. You honour those that gave their lives as much as you do those that live to fight another day, and although you still have heroes, there is as much honour in working together, than working alone."

Twilight relaxed, but couldn't bring herself to smile. It was hard to imagine that anypony could ever have found glory in war and killing. Luna's words did leave her curious about a few things though. "These fights you refer to, when did they happen? I mean, obviously they happened before you... uh..."

"Before Nightmare Moon?" Twilight nodded. "There was much fighting for the first couple of hundred years of mine and Celestia's rule. Attacks from other countries, attacks from within-"

"Attacks from within? You mean like this? A rebellion?"

"Not all ponies wished to see my sister and I come to power. The old triumvirate of Platinum, Puddinghead, and Hurricane were aging, and it would only be a matter of time until one of them died, possibly breaking the delicate peace."

"Is that when Platinum presented you and Celestia to rule instead?"

Luna smirked bitterly, "No, just Celestia. If you remember it was Celestia that involved me, much to Platinum's anger. It didn't work anyway. While the vast majority accepted our rule, appointed as we were by the triumvirate, there were plenty that didn't. They wanted to choose their own rulers and keep the triumvirate going with fresh successors, but such a system could be open to corruption, even though it seemed fair, and the founders agreed that a single unifying body, an alicorn, would be free of that corruption until such a time that ponies could be relied upon to get along."

"What happened then?"

"Something much like what you're doing here, only they had far less numbers and support, so we proceeded to clean the floor with them."

"Wipe the floor, Luna."

"Tsk, whatever. Of course even that small civil war left Equestria weak and divided for a time, and it wasn't until the griffons sought to exploit that with their own attack on Equestria that we were able to unite and 'wipe' the floor with them instead."

"And you and Celestia were at the forefront of all this?"

"Indeed. We tempered our weapons with the blood of our enemies, so to speak. Of course, looking back at it I now see it for what it really was. I often wondered why Celestia hung up Solaris so readily. Now I realise that she reached this epiphany far sooner than I."

Twilight was surprised, "How come I've never heard of any of this?"

"Celestia keeps it quiet, lest it give ponies clues as to life without us ruling them. Believe it or not Twilight, there are ponies that would see us disposed as relics. Much of Equestria's early history has been glossed over like this. The first hundred years of our rule certainly, as they were oft filled with strife of some kind. If ponies these days were to know the truth, I'm not sure how they could handle seeing us as the warmongers we were once forced to be."

"You didn't start any wars did you?"

"Of course not Twilight, we fought for survival, and to build peace. Only, we weren't very good at it back then, and didn't see how contradictory fighting for peace was, even if it were necessary. Discord was a rather nasty wakeup call on how not all problems could be fought using conventional methods." Luna shook her head ruefully, "How Celestia managed to create a thousand years of peace in Equestria I will never know. Perhaps it were best that I was gone during all that..."

"Don't say that Luna!" Twilight gasped. "She would've built it with you if she'd had the chance!"

"Perhaps..." Luna went quiet after that, and Twilight could only guess as to what was going on in Luna's head. "My mistakes are obvious and plentiful Twilight, but do not think I'm the only one that made them," she said cryptically before standing. "Now come, we have much to do."

Spitfire saluted as Twilight flew down to greet them from their vantage point atop the roof of an inn. She landed and took a moment to listen, finding all was mostly quiet. A refreshing change after the fighting earlier.

"What's the situation like here Captain?"

Spitfire saluted again, "All quiet ma'am. I get the feeling a lot of these ponies here are actually happy to see us."

"That's good. There weren't any soldiers in the town?"

"Some, but we took care of them pretty quickly. I think they were filling the role of city guard since we had to take them out last time we were here." Twilight cringed as she remembered that guilty note. "What do you want us to do now?"

"Honestly, I'm not sure. I want to utilise the docks here to start moving supplies up from Neigh Orleans, but there's no point doing that until we know we can hold the town. But we won't know we can hold the town until we know what the Duke is going to do about us being here."

"The ridge of mountains to the north means that any attack would come from the direction of Prance," Spitfire pointed out. "Would you like me to send Fleetfoot on a recon mission to around Prance to see what'll happen?"

"Yes please, but send Soarin with her. I can't imagine all that time alone is good for her."

"Yes ma'am." Spitfire hesitated, "I-uh... I don't want to doubt the thestrals ma'am, but do you think there's a chance they might have missed somepony getting a message out to Prance?"

"Quite likely."

"Oh. Really?"

"That's why we're going to start organising our defenses here as soon as we have our prisoners secured. Thank goodness that facility is big enough to house them." Twilight plotted out the defense in her head. "Who's in charge of the ground forces here in town?"

"That'd be Wick ma'am. He's one of Snowbright's ponies."

"Okay." Twilight stared at the woods that surrounded much of the town, "Get a message to Wick telling him to get some ponies cutting lumber. I want us building barricades before the end of the day."

"Yes ma'am."

The fight to keep Whiplash began before the enemy was even aware the town was lost. Ponies cut down trees to be built into barricades, while yet more dug trenches and lined them with spikes. A whole semicircle of defences around the facility and town to protect from an attack that might never come.

Most amusing was the sign somepony had carved and put on the foremost barricade by the road saying 'Welcome to Brayside. Enjoy your stay.'

There was also the small issue that plenty of the pegasi were more inclined to watch the entire place burn rather than defend it, but they were at least following orders, if not particularly gracefully.

Twilight, along with Octavia, Summer, Trixie, and Luna, were watching from the rooftop of the pegasus facility. None of them seemed inclined to comment on what they were seeing take shape down below. All of them knew that this was working up to being a bloodbath for the enemy if they tried to retake the town.

"Today's been weird," said Trixie after a while.

"How so?" asked Octavia.

"Well, we get here, take over the entire place in less than an hour, then spend most the day building all this stuff in case of an attack that might never come. I'm just saying, weird."

"War is often strange," said Luna, "especially this one." Luna saw the confused expressions she was receiving, "These soldiers do not fight to their strength as earth ponies," she clarified. "If they got close and battered our shields down they could dismantle our advances in minutes, a tactic of which you ought to be wary. But instead they choose to hide behind their crossbows like foals behind their teddy's. Whoever trained them ought to be ashamed."

"How should that fight have gone then?" Trixie asked, genuinely curious.

"Our earth ponies would have bore the brunt of the attack, while the unicorns would have used the curvature of the room to strike from a distance. I'm not saying your chosen tactic is bad, but it is only good while theirs is bad. Should they get past the shield, they could quickly turn things around, at least until our earth ponies stymied their efforts."

"And what do you think of this defence we're building here?" Trixie continued.

"A fine defence, but if you have any particular concerns yourself, now is the time to voice them."

"I think we need more ponies," Trixie said quickly. "I know we didn't need that many to take the place, but we're going to be a bit spread out over those defenses. That, and he can throw a hell of a lot of ponies at us if he wants."

Luna nodded, "Actually, I agree with Trixie's assessment. Twilight?"

"Yeah, I know. I'll have a pegasus fly back to Puddingarde tonight to get reinforcements." Twilight was thinking further ahead, rather than the potential fight here. The Grand Army did outnumber them, even before he started recruiting more numbers. Perhaps it was even worse than that if he started conscripting instead. The rebels had plenty of advantages, but those meant nothing if the Duke threw more at them than they can handle. Which only begged the question of why that wasn't happening if the Grand Army's numbers were increasing.

"Twilight?" Twilight jolted, and looked up into the concerned eyes of Octavia. "Is everything alright? You seem a bit spaced out."

"I'm just thinking about things. I get the feeling we're missing something here, because this was almost too easy considering the numbers available to the Grand Army."

Trixie shrugged, "Who's to say we aren't missing something? When was the last time any of us asked Seeker what's going on up north? She's the pony to ask for stuff."

"Zebra," Summer said flatly.

"Huh?"

"Seeker's a zebra."

"Oh yeah. What Summer said."

Twilight lowered her head and tried to block the sound of the others. Maybe she had neglected things a bit too much lately, including all of those reports that might have included some very useful information. Twilight silently cursed herself.

"I'm going back to Puddingarde to ask Seeker some questions. I trust you know what you're doing here?"

"Most certainly," Luna said confidently.

"Then I'll see you soon." Twilight spread her wings and flapped them a couple of times before stepping off the roof and soaring into the night sky.

Author's Notes:

Had to force myself to write this chapter which is why it feels a bit jumpy to me, but I'm having too much fun with what comes next to worry about it.