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The fall of Mareitania: Operation FreeMare

by The Hand of Pony

Chapter 61: 61. Incoming

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With a flash, Twilight, Fleur, and the filly appeared in the command room of Puddingarde, totally freaking out Seeker and Script who had been quietly sitting there minding their own business, but were now sprawled on the floor from shock. "What is the meaning of this!?" Seeker shouted as she pulled herself to her hooves, having regained her senses quicker than Script. "Twilight?"

"Seeker! Do you know where Ivory is?"

"Ivory? I think she's gone back to Neigh Orleans. Why?"

"It'll take too long to explain. Just make sure she stays where you can see her."

"As you wish." Both Seeker and Script watched with confusion as Twilight tipped what was in her bags into her wooden chest and lock it, only to unlock it again and scrabble about inside as she searched for something. "By the way, I apprehended a pony that was trying to spy on the meeting you never had. She's in the infirmary if you wish to question her."

Fleur raised an eyebrow, "Why is she there?"

"I was forced to break three of her legs to slow her down. She seemed most determined to flee when she was caught in the act."

Twilight found the speaker stone and dropped it into her bags, "I'm afraid that's going to have to wait." Twilight showed Seeker the designs for the steam tanks, "This is Ironhoof, and Whiplash is about to come under attack by it."

Seeker pored over the designs for a few moments, "I had no idea such things were possible! How do you plan to stop this thing?"

"There's probably a lot more than one," said the filly.

"Oh my... Does this have something to do with me keeping an eye on Ivory?"

"Only tangentially. I only want to know if she had any idea about this, but I want to ask her myself."

"Then I will do my best to keep her in sight. I'll head to Neigh Orleans as soon as I'm sure my other prisoner won't escape."

"How do you plan to do that?" Fleur asked.

"By breaking her remaining leg," Seeker and the filly said together.

"Absolutely not," said Twilight. "Just hoofcuff her leg to something and tell Sawbones to watch her." Twilight shoved the blueprints back into the chest and locked it, "Fleur, get as many-"

"Of our ponies to Whiplash as soon as possible, I know. Just get going Twilight!"

"Right." With another flash Twilight teleported herself outside and started flying to Whiplash as fast as she could. She could only hope she had enough time to get there.

-0-0-0-

Ponies hurried back and forth at Whiplash, preparing for the arrival of the enemy. The only pony that wasn't doing much was Luna as she maintained an island of calm amidst a sea of panic. Truthfully though, she was just better practiced at keeping her panic hidden.

"Why were you so late delivering this warning?" she asked Fleetfoot, who cowered slightly. Fleetfoot had no idea who this pony was, but the blue unicorn possessed an almost overwhelming sense of authority.

"I'm sorry, but they came from up north somewhere and cut across the countryside at night. It was only luck that we saw them at all! If they weren't so slow we mightn't have seen them before they got here. That, and we have no idea what those things are! It wasn't until we got closer that we saw they were towing catapults."

"Hmm... They must have expected us to be watching Prance. Worrisome." Luna straightened herself up, "Go re-join Spitfire and tell her that all fliers are to keep away from those things. The way you describe them, pegasi wouldn't be much use anyway. If only we had brought explosives!"

"You want us to keep out of the fight?"

"No, I want you to focus on their infantry. Ambush them from behind while we fight these machines." Fleetfoot saluted and jetted up into the sky to relay the message, leaving Luna to have a short moment of peace. "Where are you Twilight?"

The moment was shattered by Soarin barrelling out of the sky towards her, shouting "They're here! They're here!" as loud as he could. He landed in front of Luna, like Fleetfoot unaware of who she was, "Where's Twilight?"

"She's not here," Luna said with the barest quiver of her voice giving away how much that worried her. "Trixie, Snowbright, and myself are in charge until she returns."

"Oh, well, the enemy is almost here. Ten minutes at most."

"Probably a bit longer if they take the time to set up their catapults to soften us up," Luna said slightly absently. "Thank you Soarin, return to the rest of the pegasi for now. Spitfire will give you your orders."

Soarin saluted and left her alone to slowly make her way down to ground level. She wasn't going to cower inside while others fought these metal beasts head on. That and the catapults were sure to target the building.

She sighed internally, not wanting to share how worried she was with the rest of the ponies here. They had left nothing to chance, having decided to evacuate the townsponies as soon as word arrived, but there wasn't enough time to get them out before the enemy arrived meaning they had no choice but to fight, to buy those ponies the time they needed to escape. They were sure to be pursued anyway, and she'd rather face them here where they were at least prepared for attack.

Trixie greeted her as she walked calmly up the the rearmost defences, "Come to join the shit-storm Selene?"

"Twilight doesn't lead from the rear, and I shall be no different."

"Uh-huh. And where does it say that you're in charge? Snowbright and I both outrank you, you know, if we had ranks anyway. You're not a princess here."

"Is now really the time Trixie? I'm not trying to steal authority from you, but Twilight left us in charge, and I've been giving orders while you came down here."

"Fine, fine... I'm just saying. I was only joking anyway, I have no desire to-"

"Incoming!" Both ponies flinched at the shout, turning the eyes to the sky to watch a series of burning trails blaze across the sky towards them. Some fell short, landing just out of reach of their defences, but the others reached them and ponies dived for cover as the flaming projectiles smashed into the ground, while a couple scored direct hits on the pegasus facility, smashing through the brickwork.

"Shields up! Shields up!" The cry carried across the battlefield, and little colourful domes sprung up all over it. It wouldn't save them from a direct hit, but it would at least spare them from the effects of a near miss. More shots followed the first volley, and all they could do was huddle in whatever cover they could find, and pray that they didn't get hit.

Time seemed to stretch out, and the ten minute bombardment seemed to last far longer than it actually did. Luna poked her head up over the barricade she was hiding behind to see what damage had been done. Thankfully the majority of their ponies appeared to be unharmed, shielded as they were from the worst of the attack. The same couldn't be said of their defences though. Fires consumed what little remained of some of the wooden barricades, and in places it was hard to differentiate between the trenches they had dug and the craters left by the attack.

"Oh shit..." Trixie swore. Luna turned to find her looking at the facility, the nearest wing of which was peppered with holes through which fires could be seen. "Do they know that their ponies are in there?"

"Do they care?" Luna spat.

"Guess not." The smoke started to clear slowly, drifting away on a gentle breeze. More and more of the battlefield came into sight, showing more devastation wrought on their defences. "What the hell are those?" Lined up on the far side of the clearing were eight of the machines Fleetfoot had described. Squat, boxy machines of metal, driven by steam and madponies. Behind them, remaining in the trees could be seen hundreds upon hundreds of enemy soldiers.

The mini-catapults flicked up on the tanks faster than the eye could follow, and Luna thought nothing had been fired until she spotted the small iron balls as they soared through the air. Ponies screamed as they hit, smashing into the wood of the barricades. Some made it through, striking flesh and shattering bones with ease. Luna gasped as one caught the side of a mare's head, destroying it utterly in a spray of blood and chunks, leaving the body to fall to the ground.

"Luna! What the hell do we do!?" Trixie shouted. For one of the first times since gaining her dark powers she was feeling horribly vulnerable, and she didn't care for it much.

"I-I... I don't know!" The tanks fired another volley, killing yet more ponies. Then they started advancing. A group of adepts fired blasts of magic at the tank nearest to them, but even together all they could manage was to scorch the thick armour plating, and the tank showed little reason to stop as it ploughed through barricades and over ponies.

Trixie hit Luna on the chest, stunning her enough to get her attention, "If you're not going to do something, then I am! Follow me!" Trixie bounded up around the side of their barricade and towards the advancing line of tanks. After a moment's hesitation Luna chased after her.

"What are you going to do?"

"Anything I can!" Dark energy started building on Trixie's horn as she ran directly at the left of the two middle tanks. With a cry she unleashed her magic, forming a ring of crystal that jutted up out of the ground, surrounding the tank. She held it, stopping the tank in its tracks, but it was a losing battle as it kept pushing against her. Pings and cracks came from the crystal as it began to shatter under the weight the tank was pressing on it, and Trixie was forced to give up and retreat back to shelter with Luna.

"We can't stop them like that Trixie! They're too heavy!"

"Then help me you dunce!"

"There's no point! We can't stay here holding just one of these things back! We're sitting ducks here!"

"And? Can't you beat them if you go full alicorn?"

"Not really, no! Twilight said to keep my true nature hidden!"

"So fucking what? The worst that'll happen is they treat you like they treat Twilight." They both ducked down as an explosion of earth rained down on them.

"And how do they treat her exactly?" They ducked down as an explosion of earth rained over them.

"Like the sun shines out of her fucking arse!" Trixie remembered who she was talking to and amended that statement, "They treat her like the favoured hoof maiden of the Lady."

"Ugh..." Luna could only say that however bad Twilight felt about that could easily be doubled for herself. "Perhaps not. Come Trixie, I have an idea."

-0-0-0-

Every pegasus and thestral was on tenterhooks, watching from above as the carnage below them unfolded. "Those things are unstoppable," Soarin murmured in awe.

"We have to do something!" Shadow pleaded. "We can't just sit up here and do nothing!"

"And we won't," Spitfire said as calmly as she could under the circumstances. "We're going to hit the catapults. Or at least the ponies operating them."

"But what about those other things? Whatever they are."

Spitfire shook her head and shrugged, "I don't know, but there's nothing we can do about them. Hopefully Trixie and whatshername, Selene, can do something about them." She tore herself away from what was going on below and focused on the line of catapults on the other side of the woods at the bottom of the hill that overlooked Whiplash.

"What are those other things down there by the catapults?" asked Fleetfoot. "Those things with the tubes on tripods. They haven't used them yet."

"We can find out after," Shadow snapped. "Come on Spitfire! Let's go already!"

"Okay. Half of us will sweep in from their left flank and pull out half way along the line, then the other half will attack from the other direction. Fleetfoot, Soarin, and Rush will lead the second wave. Shadow, you and me are leading the first. We'll do even groups of pegasi and thestrals."

"Finally!" Shadow flew off to organise her thestrals while Soarin did the same for the pegasi. Spitfire kept watching the events below. Even though those machines were proving to be unstoppable, their biggest weapon seemed to be fear. Their weapons had poor accuracy, relying as much on luck as they did skill to hit anypony, whereas the tank itself only really killed anypony if they were dumb enough to stand in its way. The most casualties had been made by the catapults so far, and that probably wasn't as many as the enemy hoped it would be.

"Waiting for you Captain." Spitfire looked up to see Fleetfoot and Soarin standing to attention before her. She saluted them back and flew over to Shadow and their group of fliers.

Shadow grinned, almost bouncing with anticipation to get going. "You ready for this Spitfire?"

"You bet," Spitfire said confidently, while inside she was doing her usual of praying to whichever benevolent deitys might be listening, hoping that she lived through this. "Form up into wings and wait for my mark."

The fliers all split off into groups of three, forming up into a larger triangle with Spitfire and Shadow leading along with some other pegasus she vaguely remembered being called Dippy Uppy. They flew about in a loop to position themselves to attack from the enemy's left flank.

"Go! Go! Go!" Spitfire dropped into a steep nosedive, the rest following after them as she aimed for the end of the row of catapults. The soldiers scurried back and forth at the sight of their impending attacks, and many of them jumped in behind the tubes on tripods Fleetfoot had mentioned. Spitfire was wondering what they were doing when all along the enemy line, little dots of dark grey suddenly appeared and quickly grew bigger, but it wasn't until a weighted chain net flew through the air with a strange whiffling sound and snatched Dippy out of the air with a scream that Spitfire realised that the enemy was far more ready for them than she had thought possible.

"Abort! Abort! Scatter" Spitfire shouted, and the wedge of fliers pulled up and scattered, leaving dozens of ensnared pegasi and thestrals to plummet to the ground. Some hesitated for a moment as if they were going to go back and try to catch those falling, but it soon became obvious that such was impossible for so many reasons. They slinked back to cloud cover, hoping that altitude would protect them while they regrouped.

"What the hell was that!?" Shadow almost screamed as they landed on a cloud.

Spitfire flicked her muzzleguard off, "Net launchers. Seems those things down there aren't the only new weapons they've got."

"But they killed so many of us! We must've lost thirty at least! We didn't even get to them!"

"I know Shadow! I know!" Spitfire paced about on the cloud surface as she tried to think, her heart pounding from the sudden jolt of terror those nets had given her. If there was a more insidious weapon to use against pegasi, or thestrals, she couldn't think of it.

The cloud bounced slightly as Fleetfoot and Soarin landed in a hurry, "Captain! Spitfire! Are you alright?"

"I'm fine Fleetfoot, I'm... fine."

"I'm fine too," Shadow snarked. "Thanks for asking."

"What happened?" Soarin asked, "We were watching you go in, then loads of you just fell out of the sky right before you broke off!"

"Nets," Shadow said venomously. "They're using weighted nets against us. As if they haven't killed enough of us already!"

Fleetfoot looked down over the edge of the cloud, "Nets? You mean those things are net launchers?"

"It seems so," said Spitfire. "Look, it doesn't matter what they are, if we don't do something we're going to lose here."

"How about a tornado?" Shadow suggested hopefully. "Worked great last time."

"Too risky," said Soarin. "If we don't control it we could hit our own."

"So we control it then. No problems right?"

"It'd be a death sentence for whoever did it," said Fleetfoot. "As soon as it picked up some weapons it'd turn anypony in it into mincemeat, and we'd still lose control of it."

"We could try splitting up and attacking from all directions?" Soarin suggested instead. "They couldn't track us all if we split up."

"Yeah, but we could end up hitting each other," said Spitfire, "and we have no idea how many more soldiers there are in the trees that could come out in a hail of arrows. I hate to say it, but unless we can take the crews out on those catapults quickly, we're just going to get ourselves killed when those soldiers come to their aid."

Shadow looked up sharply, "Are you saying we give up?"

Spitfire turned her head away slightly, not wanting to meet Shadow's angry stare. "Until we have some idea of how to do this, I'm afraid there's nothing they can do. They're on their own."

-0-0-0-

"You know you could go full alicorn and dismantle these things in seconds!" Trixie whispered to Luna as they huddled down in the dirt behind a ruined barricade, waiting for the line of tanks to pass them as the rest of their forces retreated. "Seriously, what's stopping you?"

"A plethora of reasons Miss Lulamoon! Not least of which is that I don't want to be associated with the Lady! Besides, I'm not really any more capable at magic as an alicorn as I am now. I'm only unable to fly like this."

"Bullshit," Trixie muttered to herself. She ducked down closer to the ground as the nearest tank passed to their left, its tracks churning up the ground in its passage. "So? Now what?"

Luna sprung up and sprinted to the rear of the tank. She had been hoping to cram dirt down its smokestack in the hopes it would extinguish the fire and therefore its ability to produce steam. It seemed that the clever pony that had designed these machines was also clever enough to design the smokestack with a vent that made it very difficult to shove anything down it, much to her annoyance.

So intently was she studying the rear of the tank that she failed to stop as the tank did, and she yelped with pain as her nose pressed up against the boiling hot metal at its rear. A flap opened on the top of the tank and an orange flag was waved vigorously for a few seconds, followed by a blue flag, attracting the attention of the ponies back in the trees.

"What was that about?" Trixie asked after Luna made their way back to their hiding spot.

"I haven't the slightest idea. Wait... what's that noise?" A rhythmic thudding grew louder, accompanied by the clanking of armour and a deep rumbling. Seconds later a group of twenty soldiers ran past them, two of them pulling carts. One cart was full of coal, while the other contained a metal water tank, complete with a pump. The other soldiers all held crossbows, protecting the ponies handling the carts. "That's how they refuel these monstrosities? I was wondering how they overcame the 'not cooking ponies alive in there' problem. I can't say this was the best solution though."

"So, are we going to stop them or what?"

Luna raised a shield as a few arrows flew towards them. "Since we've been spotted Trixie, I'll say yes." Artemis and Apollo appeared in Luna's magical grip, and she flung Apollo as hard as she could over the soldiers heads, embedding him in the side of the water tank.

"Hah!" Trixie laughed nastily, "You missed!"

"Did I Trixie? Did I?" Luna ignored the shiver that went down her spine as Trixie unleashed her power against the soldiers, using her magic to enhance her speed and juke to her left as a soldier fired at her again. She shot back and the soldier fell, allowing her to move onto the next while Trixie perforated hers with crystals, or tossed them about like ragdolls.

Their opponents thinned out quickly, and Luna moved to dispatch the last one, only managing to stop herself in time as a blue and orange blur slammed into the mare's back, pinning her to the ground with hoofblades. "Captain!"

Spitfire pulled out her bloodied blades and sheathed them before saluting. "Ma'am."

"Why aren't you attacking their rear?" Luna frowned as Spitfire cringed.

"We tried to ma'am, but on top of these things they have net launchers too. They took out thirty of us before we even got within striking range."

"Those fiends!"

"We were trying to come up with a new strategy when we saw you under attack." Luna looked up to see the other Wonderbolts circling above them.

"I see. Well, I have your new strategy. You saw these ponies pulling these carts here yes?" Spitfire nodded, "When these other machines summon these carts for refuelling I want you to stop them. Eventually these things will become stricken through lack of power and the enemy soldiers will have to send greater numbers to protect their refuelling efforts since you'll be stopping them. Once their numbers start increasing our ground forces will move forward to engage as well. Understood?"

"Yes ma'am, but what if they start bombarding you again?"

"And risk hitting their machines?" Luna chuckled, "I doubt it. You have your orders Captain." Spitfire returned to the air, and Luna turned to find Trixie scowling at her, "What?"

"You have literally no idea how many soldiers are out there, and you want us to engage them? What was the point of even making all these defences if we're just going to ignore them?"

A hatch popped open on the top of the tank at the front, and a grimy orange stallion stuck his head out, "What's taking so long? We got no pressure at all... now..." Trixie grinned at him and he quickly ducked back down inside the safety of his tank.

"And another thing," Trixie said, pointing at Luna's weapon that was still stuck in the water tank, "What was that about?"

"It's hard to pump water when it's frozen solid." Luna pulled Apollo from the water tank and returned him to the pocket dimension he shared with his sister.

"And how did you know it was water in there?"

"Cease being difficult Trixie. These are driven by steam, so what else could it have been? Now come, let us return to our lines and try to organise ourselves."

"You do realise that it might be ages until the others need topping up right?" Trixie pointed to the steaming water that was dribbling out of the bottom of the tank. "I doubt they're meant to do that."

"They'll still need to be topped up with coal all the same Trixie, now come on!"

-0-0-0-

"And what if they start bringing those net launchers with them?" Rush asked as they went over their new strategy.

"They didn't seem very mobile," said Fleetfoot. "Besides, I don't see it as being much worse than flying into enemy crossbow fire."

Soarin traced a circle in the air, comparing the size of a net compared to an arrow, "They don't have to be as accurate when they're shooting with something so big. That, and with those weights they could probably rip your wing off even if you only clip it."

"And if the landing doesn't kill you, the soldiers that find you definitely will," Shadow said bitterly.

"Again, that's no different."

"That's enough Fleetfoot," Spitfire interrupted before Shadow did something. "They are more effective." She pointed at rows of small cylinders, "Especially if those are preloaded nets, allowing them to shoot quicker. They're already short ranged so you barely have time to react to dodge them."

Fleetfoot backed off, "Alright, not going to argue." She returned to watching the tanks below, waiting for one of them to signal. It was taking a lot longer than anticipated, and her worry grew as their own ponies were pushed closer and closer to the pegasus facility, lessening their cover and bunching them up, making them more susceptible to the tank's ranged weapons.

"Hey!" Soarin said suddenly, "They're trying that one that isn't moving again!"

They all turned to see that the immobile tank was again waving its flags now that Luna and Trixie had moved on. Spitfire nodded, "Alright, fifty of us will go just to be sure. Top down only ponies," she added, referring to the act of attacking directly from above.

A flock of them took off, keeping above the cloud cover while they flew into position. As anticipated the soldiers were sending a bigger guard than last time, almost double. Sadly for them the pegasi planning on ambushing them not only outnumbered them, but had the advantage anyway.

Spitfire brought them around so that they would be attacking slightly from behind, and dove as fast as she could towards the soldiers, the rest of the pegasi following her lead. She targeted the lead pony, adjusting her angle towards him before spreading her wings to slow her descent right before she plunged her blades into his back. She tried to take off again but her right blade was stuck, and all she could do was flail about and shout as the pony fell, flipping heads over tails, twisting her leg with it.

The rest of the pegasi hit their targets a second later, and it was only sheer luck that the carts missed her as the ponies pulling them fell to the ground, the carts crushing the bodies beneath them as their momentum carried them forwards.

"Spitfire!" Soarin flipped in the air and landed beside her along with some of the other fliers, quickly checking her to see if she was alive.

"My leg!" Spitfire choked. Soarin swallowed some bile back as he saw how her leg was twisted almost a full three hundred and sixty degrees.

"Oh shit! What happened?"

"My blade stuck! Just undo the bracer! Please!" Soarin did, leaving the blade buried in the soldiers back, and almost hurled as Spitfire's leg untwisted itself. Spitfire bit back her screams, adrenaline dulling the edge of the pain, but it would only be a matter of time until that wore off and shock set in. "Is it- Is it bad?"

"It's definitely broken Cap'. How about your wings? Can you still fly?" Spitfire gingerly spread her wings, thankful that they were at least unharmed. "Good." He turned to the fallen soldier and unclipped his muzzleguard to grab her blade by the bracer with his mouth, bracing his legs to pull it free. It came out in a spray of blood, and he slipped it home into its sheath on Spitfire's flank before gently pulling her onto her hooves. "Think you can make it to the medics?"

"I think so." Spitfire stopped Soarin for a moment, "Fleetfoot, you and Shadow are in joint command for now." Fleetfoot saluted while Shadow gave a firm nod to show her understanding. "Altius Volantis ponies."

-0-0-0-

"Hold those shields!" Luna shouted. She was as well, subtly weaving more and more power into it to pick up the slack as some adepts reached their limits under the barrage being fired at them from the remaining tanks. It was holding for the time being, but only as long as those tanks were attacking at range. If they got close and used their battering rams, not even with Luna's help could they hold their shield.

Another flag waved from the top of a tank. It seemed that the tanks weren't able to sustain the attack for long without having their own fuel source. Although, Luna realised the flag was black, possibly meaning something else entirely. It didn't matter what it meant though as a mass of pegasi swept down out of the sky to eliminate the tank's support.

Time wore on, and slowly the barrage from the tanks died out. It became apparent that a black flag was a request for more ammunition, and since they weren't getting any it led to this rather odd stalemate. Luna almost felt embarrassed for them.

Snowbright stood and watched the tanks, a grim expression on his face. "What are you waiting for you bastards?"

"How many have we lost Snowbright?"

"Between the catapults and these things? I'd say just over a quarter of our ground forces. Don't ask me how many the pegasi have lost." The white stallion spat and ground his hoof, "I hate feeling this useless."

"I understand your feelings, but that's why we're trying to goad the rest of them into attacking us. It's clear these machines have flaws that they hadn't fully considered, and can only be compensated for now by sending their soldiers at us."

"And when is that going to happen?"

Luna released her hold on the shield, catching the rest of the adepts by surprise, leading to the whole thing collapsing. "Soon. We need to move up to those machines, to stop them getting resupplied during the attack."

Fleetfoot dashed down into a landing in front of them, then hesitated as she looked between Luna, Trixie, and Snowbright. "Uh... which one of you is in charge?"

"She is, somehow," said Snowbright, pointing a hoof at Luna while Trixie shrugged.

"You have something for me?"

"Not really, other than saying they've stopped. I think they're getting ready to attack like you wanted them too."

"Good. Have your pegasi ready to support us as we push forward the moment they do. You'll have to harass any soldiers that try to resupply those machines as we can't get too close as they can still run us over. We'll try and keep the rest of the soldiers focused on us."

"And if they bring those net launchers out to use against us?"

"Then I pray you're all feeling lucky. Hopefully they'll be reluctant to use them if you stay low, out of fear of hitting their own." Fleetfoot didn't appear particularly comforted by that, but saluted and took off to relay the orders.

"Spread the word that we advance on my mark." Luna waited while that went on, watching the enemy forces build up amongst the trees. It seemed that both sides were getting ready to move. "Mark!"

The rebels charged out of what remained of their defences, racing up the battlefield towards the line of tanks ahead as the soldiers, caught unaware by their brazen move, were starting to trickle out of the trees towards them.

They raced past the tanks, most of which had started reversing in response to the rebels charge, and let the adepts lead with their shields to protect their forces as much as they could before meeting the enemy head on. Trixie and Luna led the charge, Luna pushing a wedge into the soldiers with her shield before dropping it to allow Trixie to unleash her rage.

Trixie attacked from range while Luna swung her weapons with deadly efficiency, cutting soldiers down as quickly as she could. It didn't last though, as the press of soldiers started pushing the rebels back. Trixie's concerns had been right in that the enemy simply outnumbered them, and along with the tanks which they had to avoid there was plenty of gaps for the soldiers to exploit.

Luna parried a spear with Apollo, holding it back to allow Artemis it cut across the soldiers neck as he fought to bring his spear back into line. Then she found herself blinking blood out of her eyes as the soldier next to him almost exploded thanks to Trixie.

"We can't hold this!" Snowbright shouted, "We have to fall back!"

Luna cleaned her face with her magic before looking around. A tank rumbled along the rebel's line, and even though most managed to avoid it, it still allowed the soldiers a chance to push forwards. There was a cry from above that yanked her attention upwards as a pegasus caught an arrow in her chest and plummeted into the soldiers. A mare soldier clutched her hooves to her face and screamed after an adept's spell burned a chunk out of it. Luna wanted to lose herself in the moment, but whether out of horror, or to relish it was beyond her understanding.

Luna shook it off. Despite all that was going on she couldn't allow herself to become so distracted. She blasted a soldier that was pushing towards Snowbright, sending him tumbling away into the mass of other soldiers. "No! If they get these tanks working fully again it's over for us!"

"It'll be over for us anyway if we keep doing this! We are going to lose!"

"-" Luna couldn't begin to get her answer out as explosions echoed around the area, blocking out all other sounds as they went off one after another. The entire battlefield fell into a shocked stillness as both sides had no idea what was going on. Then they saw the smoke coming from the other side of the woods, right where the soldiers catapults were located.

The only pony that knew what was going on was Luna, who had to hold herself back from cheering. It seemed the cavalry had arrived.

A roar echoed around the trees, coming from the voices of thousands of ponies charging onto the battlefield from the left, catching the soldiers unaware. A purple dot flew through the air, dipped down, then flew back up a few seconds later, riding the explosion that came from the tank that had just exploded.

The soldiers began to panic, losing their coherency as they suddenly found themselves on the back hoof. Some at the rear started to flee the battle, making themselves targets for the pegasi even as the tanks moved back in to cover their escape from the rebels ground forces.

Luna stepped forward as one of those tanks tried to run her over. The tank attempted to back off and try again, only to find itself starting to turn as it's right side started to lift into the air, floating on a haze of blue magic. "Trixie!" Luna grunted through the strain of lifting the tank, "Help me!" Dark magic wrapped around parts of the tank, and the right side lifted even higher, but not high enough to tip it over completely.

"Hold on!" Luna saw purple hooves thump onto the ground next to her out of the corner of her eye, and familiar magic intermingled with her own as Twilight added her considerable strength to their efforts. The tank finally tipped, rolling onto its side and stopping as the catapult turret prevented it from going further. Its operators terrified cries were barely audible outside of the tank's metal shell.

"Thou hast an amazing sense of timing Twilight Sparkle!" Luna exclaimed, slipping back into her old speaking habits.

"I would've been here sooner but the reinforcements were still miles away when I found them. I had to have them run here." She raised her wings showing off a red stripe around her middle where she had been rubbed raw. "Running with that cart of bombs wasn't fun." Twilight turned to confront the soldiers, spreading her wings wide as a corona of purple magic blazed on her horn. She started blasting soldier after soldier, quickly joined by Luna and Trixie. Together they began to cut a wedge into the ranks of the soldiers, giving them more problems as their left flank collapsed altogether.

"Retreat! Retreat!" The soldiers started fleeing in greater numbers as the cry to retreat went out. Most of the rebels cheered as they fled, but some weren't as excited.

"No! I'm not done with you, you cowards! Get back here!" Trixie flung spell after spell into the mass of soldiers.

"Let them go Trixie," said Twilight, stopping Trixie as she started chasing after the fleeing soldiers. Trixie growled and stomped her hooves, then turned to fire blast after blast into the bottom of the overturned tank.

"I hope you're comfortable in there you bastards!"

"No," the operators replied feebly.

"And you!" Trixie shoved her face into Twilight's, "Where were you?"

"Uh, Stalliongrad actually, chasing down rumours about the program that made these tanks."

"Tanks?"

"Yeah, that's what these things are called. Anyway, we found the factory making these things and shut it down, so hopefully that'll be the last of them." She walked up to a tank that was slowly trying to escape and opened the rear access to its firebox before scraping the hot coals out onto the ground with her magic. The tank crawled on a bit further, but eventually ground to a halt as it ran out of steam.

"Snowbright? Could you capture the ponies inside when they decide to come out? Please?" Twilight asked as ponies started running up the field from the facility, Octavia and Summer among them, racing to help the wounded from the battle.

"Yes ma'am," Snowbright said with a halfhearted salute. Ideally Twilight would've liked to order a retreat back to the facility, but the charge to confront the soldiers made that impossible for now.

Twilight's world suddenly whipped around, and she found herself nose to nose with Trixie again. "So what? You suddenly turn up, win the battle after we fought for ages to survive, and that's it? That's fucking it!? You take command and everything's fine?" Trixie glared at Twilight, the latter unable to look back at Trixie.

"I'm sorry if you feel cheated Trixie, but I did the best I could to get here as soon as I could."

"As soon as you-" Trixie stopped, her nostrils flaring being her only motion for a second before she violently bucked the side of the tank, the metal ringing off her hooves. Then she quietly walked away without saying a word, except for a muffled squeak as she limped slightly.

"Well I for one am entirely glad to see you Twilight," Luna said happily. "I was not looking forward to occupying the cell next to my 'mother' when they realised what I am after I failed to die."

"Yeah, about that..." Twilight stopped to pull the coals out of the next tank, this one immobile after its operators fled with the soldiers. "I'm not complaining, but why are you still a unicorn? I was expecting to see the normal you."

"Trixie told me how these ponies treat you as like a favoured hoofmaiden of the Lady. Seeing as how the Lady is my mother, and despises me, I'd rather not be associated with her in that way."

"Well, alright then, if you say so."

"Also, I do not possess some great advantage by reverting to my true self."

"Apart from flying."

"Well, yes, apart from that. I'm sorry if you think I failed these ponies by refusing to use my full abilities, but why should this situation be any different from another where my full power would be useful?"

"It doesn't, and we both know that. The difference this time is that you feel guilty for not doing it when you were angry about not being able to last time." Twilight smiled as reassuringly at Luna as she could, "I'm not mad at you for choosing to stay hidden Luna. If I'm mad at anything I'm mad that this happened at all. I'm just glad that the tanks didn't get here while I was still in Stalliongrad."

"Enemy approaching! One mare!"

Twilight looked up sharply at the shout from Snowbright, then turned to see that there was a single mare heading towards them, a yellow earth pony with a paler yellow, almost white, mane and tail. She was also wearing a grey peaked cap and grey military jacket. She was weaving her way through the bodies of the fallen, her face twisted in barely contained anguish.

Some of the rebels pointed crossbows at her so she stopped, then she threw her cap into the dirt and shrugged her jacket off before sitting on it, her head bowed. Twilight and Luna shared a look, then approached the mare, gesturing for the ponies with crossbows to back off from the obviously unarmed mare.

"Uh... can we help you?" Twilight said slowly. Now she was closer she could see traces of freshly shed tears on the mare's cheeks.

The mare sniffed and rubbed her eyes. Acting a little more confidently that she appeared to be she nodded, "Yes. My name is Honeydew, although you may know me better as General Steel Calibre. I wish to surrender."

Author's Notes:

I'm back! With a headache of a chapter. The thing about writing this over the space of a busy week with lots of distractions is that I quite often forgot what I was doing. I've tried to make it as coherent as possible, but it's still not quite the chapter I hoped it would be. As I'm sure I've said before, action scenes are hard.

In better news though, the next chapter is almost finished in it's rough draft, so we should be back to weekly updates for a little bit. Until Legion comes out at least. Then not so much as I'll probably be hella distracted by that for a week or two.

Next Chapter: 62. It's all secrets and lies with these equines Estimated time remaining: 17 Hours, 11 Minutes
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The fall of Mareitania: Operation FreeMare

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