“Throw this on.” Was all Violet Dawn heard before her Shadowbolt uniform was tossed onto her hospital bed after White Rose came into view, already dressed with her goggles pushed up around her forehead.

“Do we really have to do this?” Violet Dawn asked holding the Shadowbolt uniform up, using it as a curtain between them. She had gotten to know some of the staff and now she was starting to dread what they were about to do.

“Yes. You know Frosty wants us to keep the Wonderbolts distracted long enough for them to reach moon butt.” White Rose put her hoof on the top of the uniform and push it down. “You’re not having second thoughts are you?”

“Of course not.” Violet Dawn said, her face a stone mask by the time the uniform was pushed down. Standing up, she walked to the bathroom but left the door open as she started putting the uniform on. White Rose stood in the doorway and watched Violet Dawn suiting up, not even bothering to hide the fact she liked what she saw.

“You enjoying the show?” Violet Dawn asked as she looked at her wing mate.

“What can I say, I think mares look beautiful dressing or stripping.” White Rose admitted and Violet Dawn was halfway dressed when an unicorn doctor walked in and she silently eased the door shut.

“Excuse me, I just wanted-” His voice died instantly as he saw White Rose standing in the room, her goggles already covering her eyes.
“Finished getting dressed.” White Rose called as she grabbed the doctor and pulled him into the room and began attacking him. The doctor fought back trying to hit White Rose, but she nimbly dodged so the magic did more damaged to the room while she continued to hit him whenever she could, soon backing the doctor up.

With a growl, White Rose shoved the doctor hard enough to break the window and send him outside. She didn’t expect him to construct a magic rope and get it around her so she went out the window as well.

“White Rose!” Violet Dawn yelled as she opened the door in time to see her wing mate slip over the edge of the window and she was about to go after them when she heard the door starting to open. Slipping into the shadows, she waited until the two mares rushed in. As they stopped to take in the state of the room, Violet Dawn appeared behind them before banging their heads together. “I’m sorry.” She told them before shadow hopping out to meet up with the other Shadowbolts.

Soarin entered the hospital on his way to visit Violet Dawn. He had grown to enjoy her company and their time together, plus he figured out the crucial key to helping her get better quickly. He held a box tied shut with string and the wonderful aroma was making his mouth water so he distracted himself by focusing on everything but the warm apple pie in the box. Having arrived a little later than he planned, he pushed the door open to see two of the hospital mares unconscious and after dropping the pie, he ran in looking for Violet Dawn. After seeing the shattered window, he rushed over and looked out only to see the doctor with his neck at an odd angle and a chunk of his horn laying beside his rear hooves. “What happened to you, Violet?”

The air raid siren started going off before Spitfire’s voice came over the PA system. “Attention all Wonderbolts, recruits, and staff! We are under attack by Shadowbolts. This is not a drill! I repeat, this is not a drill! Wonderbolts, attack and intercept.” Spitfire ordered before the PA system went quiet.

Snapping his goggles down, Soarin spread his wings and jumped out the window hoping to find Spitfire and Fleetfoot soon. He was glad to see the leaders of the other squads leading their wing mates into the sky while searchlights began turning on to help the Wonderbolts find their targets.

“Soarin! There you are.” Fleetfoot called to him as he they flew to meet up with Spitfire joining them a second later.

“What happened?” Soarin asked as he flew alongside them.

“It was luck that one of our patrols happened to see something. They sent Teal Flight to warn me.”

“Teal Flight?” Fleet foot asked. “Isn’t he part of Stormy Weather’s team?”

Spitfire nodded. “At this point, Teal Flight may be the only one left alive if they bought him time to escape.” She was seriously hoping that wasn’t the case because she didn’t want to be known as the captain who took the record for number of Wonderbolt deaths.

“SPLIT!” Fleetfoot suddenly shouted and all three spilt a part as a group of Shadowbolts passed by in an attempt to dive bomb them.

“Talk later. Squad one, attack pattern alpha-blue-three.” Spitfire called out loud enough that Soarin and Fleetfoot could hear before the three of them arced around and took the fight to the Shadowbolts. They intercepted their enemies performing the same maneuvers they would in a show and were constantly teaming up with each other and breaking off randomly using a combination of solo and group attacks.

Spitfire rocketed towards a Shadowbolt that was attempting to sneak up on Soarin while she drew back her hoof and punched the Shadowbolt off course. She chuckled as said Shadowbolt ended up stuck in a cloud, however, her victory was cut short as the shrill screeching noise rang out in her mind. She cried out in pain holding her head in her hooves as she started to freefall with thinking hurt too much.

Soarin heard Spitfire and turned in time to see her falling but as he got ready to chase after her, three Shadowbolts attacked him. He looked around while blocking the attacks until he found her. “FLEETFOOT!” He shouted after locating her, causing her to look in his direction.

Fleetfoot heard her name being yelled and she looked over at Soarin before seeing him point down. Following his hoof, she saw Spitfire falling. Flapping her wings hard as she could, she shot after her captain. Come on Fleets, show them why you’re the fastest flier. She thought to herself while closing the gap between them and with enough power, she folded her wings back picking up speed. “Got cha!” She yelled in triumph as she caught Spitfire and instantly spread her wings to slow their descent as much as she could except the ground came up too quickly causing them to land roughly. “Ow…” Fleetfoot groaned as she rolled off Spitfire and onto her back.

Soarin drove a Shadowbolt into the ground before running over to the two mares. “I’d give that landing a three-point-two.” He said and helped Fleetfoot to her feet.

“And I’ll take it, compare to how it could have ended.” Fleetfoot said solemnly as Spitfire groaned and rubbed her forehead.

“Are you alright Spits?” Soarin asked as she slowly sat up.

“Thanks to Fleets.” Spitfire took a moment to make sure nothing was broken. “That’s the second time that happened to me. Help me up.” She whispered the last part, hating that she needed help as she still didn’t feel like moving but knew moral would fall if the other Wonderbolts saw her down. Thankfully neither Soarin nor Fleetfoot said anything and helped her up.

Silver Lining body slammed a Shadowbolt into another one before grabbing a third’s hoof and swinging the Shadowbolt around a few times, then he let go so the spinning Shadowbolt took out a few more that were getting ready to attack Spitfire, Soarin, and Fleetfoot.

“Not bad for an old timer.” Soarin laughed as the Shadowbolts laid dazed on the ground around them.

“Old timer?” Silver Lining pointed a hoof to Soarin. “That’s something you’ll never be if we don’t turn this battle around.” He saw Fleetfoot wince and put a hoof on Soarin making a sizzling sound, then shaking her hoof off like it burned.

“Soarin.” Spitfire said as she looked straight at him. “I’m leaving you in charge of the academy while I’m gone.”

“But why Spits?” Soarin asked.

“I need to get to the bottom of that noise and the only one that might have any idea, is Fainthoof.”

“At least let me come with you.” Soarin pleaded.

“No.” Spitfire shook her head. “You’re the second in command here and if we lose this battle, we won’t have a place to come home to.”

“She’s right you know.” White Rose said as she appeared and hovered in the air, her goggles pushed up. “Or perhaps you should take them with you, otherwise you might never see them again.” She laughed as Fleetfoot looked at her.

“White Rose?” Fleetfoot asked. “Why are you in the Shadowbolt uniform?”

“I’ve always been a Shadowbolt, ever since the beginning.” White Rose admitted, not caring if they knew at this point or not.

“You’re the one we’ve been searching for this entire time.” Spitfire growled.

“Never expected it to be the pegasus right under your nose did you?” White Rose asked. “And if you’re looking for Fainthoof, I’ll be honest with you. He’s in Canterlot right now. Though by the time you fly there, it’ll be too late since he’s on our side now.”

Spitfire narrowed her eyes and got ready to attack White Rose but Soarin stopped her. “Go on Spits, we’ll handle her.” He told her as he, Fleetfoot, and Silver Lining stepped forward.

“Soarin, don’t let this place get destroyed and don’t die, otherwise I’ll bring you back to life just to build the academy again.” Spitfire told Soarin before looking at Silver Lining. “Silver, spread the word, Soarin’s in charge.” She then looked at Fleetfoot. “Fleets, watch his back like you do mine.” The three nodded to show they heard before she turned and took a running start before flying towards Canterlot.

“She might be right.” Spitfire muttered as she flew straight for Canterlot, knowing if she flew at full speed she’d might be able to do a couple of short fights but nothing long. Feeling something lightly bounce against her chest, she touched it and remembered she was still wearing Fainthoof’s pendant. Perhaps I can use this to my advantage. She hoped and thought of Fainthoof. For a brief second, she nearly panicked as her body moved on its own heading for the shadow of a cloud. Shutting her eyes, she realized she didn’t hit the ground and when she reopened her eyes, she did a tight spiral spin to avoid hitting Kitsune.

“Spitfire?” Fainthoof asked, not believing his eyes that she had just appeared from the shadows and even Serenity Dreams stopped and hovered as she stared at Spitfire.

“Your majesty!” A crystal mare rushed into the throne room, her chest heaving from being out of breath.

“What is it, Clear Mint?” Cadence asked, already having looked up at the arrival.

“The barrier was unsuccessful in repealing the changelings.” Clear Mint wheezed as she slowly got her breath back.

“What?” Cadence’s eyes widened. “But if they’re not changelings, then who are we fighting?” At the same time she asked, she mentally cursed herself for being so sure and reinforcing the shield spell against the changelings that she didn’t even consider there could have been another threat.

“Their outfits look similar to-” Clear Mint began.

“SHADOWBOLTS!” Rainbow Dash interrupted as three Shadowbolts walked in from the balcony.

“Ten points to Rainbow Dash for figuring out who we are faster than any of the crystal ponies.” A familiar mare’s voice said.

“You know they don’t mean anything.” The Shadowbolt colt next to her muttered.

“Shut it.” The mare growled as she smacked the colt upside the head.

It was then Rainbow Dash realized why the mare’s voice sounded familiar. “Lightning Dust?” As much as she didn’t care for Lightning Dust, she really did hope she wouldn’t have to fight her here.

Lightning Dust smirked and laughed. “Surprised, Dash?”

“But how? Why?”

“I’ve been with the Shadowbolts ever since Spitfire –and you by proxy– kicked me out of the Wonderbolt academy.”

“But you let me win that race.”

“Because the goal was to get you six here and away from Canterlot.” Lightning Dust finished speaking and there were a few grunts before the main doors opened and several more Shadowbolts. “Now Princess, surrender peacefully and we can avoid more bloodshed.”

“Never!” Cadence snapped coldly before she fired a magic attack aimed at Lightning Dust, who simply grabbed the colt next to her and held him by the uniform so the magic hit him.

“Already going for the killing magic? And here I thought you were the princess of love.” Lightning Dust said as she dropped the colt’s body and stepped over him. “Shadowbolts, attack.”

Twilight Sparkle picked up Spike with her magic and started running for the private room. “Girls, I’ll join you in a minute but keep them busy. I’m going to inform Celestia what’s happening here and see if she can send help.”

“You can count on us sis.” Shining Armor said as he and Cadence stood in front of the door closing it just after Twilight Sparkle ran in. Once the door shut, Cadence, Shining Armor, Rarity, Fluttershy, Rainbow Dash, Pinkie Pie, and Applejack took a deep breath and got ready to buy Twilight Sparkle as much time as they could.

Twilight Sparkle set Spike down as she frantically scrambled looking for any parchment, a quill, and ink. Growling in frustration, she couldn’t find any when those items appeared surrounded by Cadence’s magic. She began writing a quick letter trying to get as much information in quickly as she could, even underlining the send help part. “Spike, to Celestia, now!” She rolled the letter up.

Spike concentrated on Celestia as Twilight Sparkle levitated the letter over to him and he got ready for the moment she let her magic drop. The moment came, Spike breathed out his dragon fire and the moment he did, the door slammed open as Shining Armor was thrown in causing Spike to jump as the letter was engulfed in dragon fire. When he realized what happened, he looked at Twilight Sparkle warily. “Twilight? I don’t know if the letter will reach Celestia.”

Twilight Sparkle’s head shot up from where she was examining Shining Armor’s injuries. “What’s the matter, Spike?”

“Well… I got distracted when your brother came through the door before the letter could be sent.” Spike started tearing up. “I really did try Twilight.” His voice broke as the Shadowbolts came through the door.

“I know you did. That’s all I can ask for.” Twilight Sparkle gulped before teleporting herself, Spike, Shining Armor, Cadence and her friends outside the crystal castle where they were immediately surrounded by Shadowbolts forming a circle around them. “Everypony… we might be on our own for this.”

Author's Notes:

Disclaimer: I don't own My Little Pony, Hasbro does.
However, I'm pleased to say I do own Blue Jay, Paige, Harmonious Flash, Kitsune/Feral Lupus, Lyla Firecracker, Minako, and Shadow.

Also, the Shadowbolts named here are mine as well.
Fainthoof is used with permission from Damien, a good friend of mine.

As always, constructive criticism is welcome. It'll help me to improve my writing and seeing what people liked.