MLP: Love and War

04

...

Twilight Sparkle, Applejack, Rarity, Pinkamena Diane Pie, Fluttershy, Dawn Glimmer and Surprise flew toward the smoking and burning village of Ponyville.

Even from here, Applejack could see the smoke raising from Sweet Apple Acres She gritted her teeth and did her best not to cry as her home was reduced to ashes... So many years and generations had filled this place with so much good memories and energy.

Rarity wanted to cry as she could see her home was burning. She just hoped her family had been able to evacuate in time. A building was just that, and could be rebuilt after all.

Twilight felt rage building up in her at the sight of so much destruction, but nothing more so than seeing the library up in flames. She would have jumped down to attack with all her heart, but a gentle hoof on her shoulder from Dawn Glimmer calmed her.

Sugarcube Corner looked to be in mostly one piece, as was the town hall, but both were captured by soldiers.

They could see the large number of soldiers that were breaking into three groups. The largest was fighting head on, while two smaller groups of about a hundred each were moving around the sides to perform a flanking attack.

"Captain, get us closer to the ground." Twilight called out.

"Aye Aye." Diane grinned as she spun the wheel, making the ship take a sharp turn and almost fly sideways for over fifty lengths over the town before slowing to a stop.

When the ship was only three lengths over the ground, the cargo doors on the bottom opened and everypony but Surprise, Fluttershy and Diane jumped down, landing among their fellow Ponies.

"Twilight!" Spike slung his weapon across his back and jumped to hug Twilight. "I missed you so much."

"I missed you too Spike."

Fluttershy landed next to them. "They're moving to flank us on both sides." She told the Captain, her voice showing she had grown much less timid than she had been when they had left.

"What? Damn." He sounded the retreat again.

The militia heard this and started to move back. If they could get into the hills they would stand a chance at defense It was nowhere near as open and flanking maneuvers wold not be possible.

Dawn ran alongside the captain. "Where are the children and those who can't fight?"

"They've been evacuated to Port Seafoam. There's ships waiting us there and anypony else who can get there to escape."

"Escape to where?" Twilight asked. "All our ports are part of Equestria."

The Captain frowned. "I'm sorry to say... but we may well have lost Equestria. They're just too many invaders, and they're all highly trained. Their weapons are too dangerous, especially their poisons. We... We've already lost so many to this attack. At least thirty of the militia has been captured or killed, and more than half of us that remain are injured one way or another. They just kill the Pegasai..."

"We have to have hope that we can win." Twilight said back as she ran. She looked back and watched as the two flanking forces converged behind the fleeing ponies and began chase. She knew better now than to believe that. At least... at the very least, they had delayed High Priestess Topaz Star's forced from joining the invasion. Had they not done so, there was the high possibility that there would be no survivors at all.

In the hills, through the narrow pass, the unicorns were able to slow further chase by collapsing a cliff side and blocking the pass. For the moment at least.

Up ahead they saw the Twilight Dawn.

Captain Diane was waiting for them. "Get all the injured and medics below deck. All able hooves stay on deck and help out. We're setting course for Seafoam."

Her orders were followed and all seventy surviving members of the Ponyville Militia were crowded onto the ship. The few surviving Pegasai were able to save room on deck by resting atop the balloon.

The Unicorns helped to lift the ship with their magic, and just in time.

The small avalanche had only slowed the invaders down, but just enough for them to make their escape.

"That was too close." Twilight sighed as she leaned against Dawn, drawing on him for strength. She looked back at the smoking village as it faded into the distance.

"When we reach Seafoam, I hope families of the survivors can be reunited. I'm sure all the foals will be glad to see their mothers and fathers once again."

"Me too Dawn..." She rested her head on his back and fell asleep.

.....

Rainbow Dash was making a name for herself among the enemy, and many of the Pegasai defenders.

She was not revealing any of her deeper secrets, not just yet, but her (original) Sonic Rainboom was becoming a common sight when it came to destroying those small ships. One solid sonic burst at point blank range, and no small ship stood a chance of surviving.

More than one falling invader thought they would be safe, seeing the soft clouds that the Pegasai walked on were below them. This hope would vanish with them as they passed through the clouds and disappear.

Dash knew this battle was turning hopeless as the large ships started using a terrifying new weapon, flame based weapons that would shoot out streams of fire. This fire would burn away the clouds, causing huge sections of the city to start breaking up.

She found the Captain of the Guard. He was being helped by two other soldiers, as both wings had been ripped clean off.

"Captain... I... I'm so sorry about your wings." She wanted to cry.

"Don't worry about me. I'll die before I let Cloudsdale fall."

She shook her head. "It's already too late. Their ships are too powerful with those flame weapons of theirs. And because they have so many Pegasai prisoners, I can't attack and destroy them."

"We can kick those balloons all we want, but we can't rip that material. Whatever it is, it's too strong. Say, you're Rainbow Dash, right? I've been hearing reports from my troops about a young cyan and rainbow maned Pegasus mare that's raising heck among the invaders."

"The one and only." She grinned, striking a pose, her chest puffed out.

"You've done a wonderful job, but you're no soldier. You should evacuate with the rest of the citizens and the nobility."

"I've already destroyed one of those sky ships all by myself." Her grin didn't fade. "If we can somehow rescue the prisoners from at least one of those ships..."

"No. They're using Wingweed on their weapons. I've already watched so many Pegasai fall... fall through the clouds. That stuff... it takes away our ability to fly and to even walk on clouds." The Captain shook his head and winced. "Watch my sides."

"Sorry Captain." His aids winced when they realized they had caused their captain some unwanted pain.

"Captain?"

"Yes Rainbow Dash?"

"Evacuate all the remaining civilians and your troops from the ruins of Cloudsdale."

He glared at the young mare. "Just because you're doing good out there, who do you think you are to tell ME what to do?"

Lightening arced from the corners of her eyes as she transformed before his eyes. "I am Princess Rainbolt. Regent of Lightening. Youngest sister to Princess Celestia and Princess Luna." Her voice echoed through the entire city like rolling thunder. "Leave these skies if you do not wish to die in the coming storm."

High above, the clear sky suddenly darkened as black clouds rolled in from nowhere. Massive bolts of lightening flashed within these clouds as they started to slowly form a massive spiral. The thunder was nearly deafening, but her voice carried over it all.

"Leave now, invader and citizen. Cloudsdale shall fall, but not to the hooves of our Enemy."

The first bolt of lightening to strike the city was massive, and even Lightening Rod would not be immune too that one.

"Sound the retreat..." The Captain stared in a mix of wonder, and anger at the strange new Goddess that had appeared. How could she think that destroying Cloudsdale could help anypony?"

Shortly after, Rainbolt was satisfied that her ponies, her dear, dear ponies, had escaped to a safe distance, she brought the typhoon strength winds and lightening to bare on the city of Cloudsdale and the sky ships.

Tears poured from her eyes, and her cry was like a sorrow filled roll of thunder for those Pegasai that died on the one sky ship as it was caught and ripped to nothing.

The remaining three turned and fled this insane death storm.

Rainbolt watched as she cleared the skies of her home city forever.

This was a lesson the young Goddess would never forget... sacrifices would tear at ones soul forever.

...

Luna screamed as she watched her sister's golden blood splatter on the throne room floor.

The pure white horn clattered too the white marble floor, then shattered like a fine crystal rod with a perfect, clear ping.

"NOOO!" The High Commander dropped the saw. He knelt down and watched as the remains of the horn dissolved into motes of golden light. He looked up in anger at Celestia, but his anger faded as he watched her also begin fading into the same light.

"Wait... What's happening?"

"You have severed my connection to this body. My spark will return to whence it came." She bowed her head. "You tried to kill me, and you have succeeded. Celestia is dead, long live Celestia."

The High Commander screamed in rage and drew his sword with his teeth. A single slice and Celestia's head flew. It faded away before even touching the floor.

Luna lowered her head. She had just watched her sister... no, her sister's Avatar, die. She knew her sister was still alive and unharmed, but it hurt to see this happen.

"Kill me thou shall as well, for should I break free of mine bindings, know you the wrath of the Goddess of the Night." She opened her eyes, her pupils narrowing to slits.

The crown horn cover she was wearing cracked, then shattered.

The High Commander moved fast and brought his sword to bare, piercing through the chest and heart of the Moon Princess.. He then pulled back and sliced her horn clean off.

She gasped, then smiled. "Thank you. You have freed us both. May your death come far from now." She dissolved into silver light and was gone. "Let it be filled with suffering" Her voice echoed through the throne room

...

Rainbolt gasped as she felt Celestia's avatar die, falling to a small piece of remaining cloud, and gasped again, clutching her chest as she felt Luna die as well.

"N... No... They... they're dead? How. We're immortal, aren't we?"

She received her answer as a spear emerged from her chest. White blood dripped down the length of the weapon. She looked up and saw one of the small craft, heavily damage, but still airborne, only one severely injured pony remained on it.

She smiled up at him. "Thank you for teaching me a valuable lesson. I gift you with my healing." A surge of electricity struck the pony. His wounds closed up, leaving blackened scars on his body. "I hope you live long enough to regret this."

Rainbolt looked at her hoof. It was sparking and fading away. "So this is how it feels to die." She gripped the weapon that had killed her. Her blood soaking into it. This Goddess slaying weapon would remain after she was gone.

She transformed the shape of the weapon into something beautiful and etched into it beautiful patterns of herself flying, leaving a rainbow lightening bolt behind her.

Then she was gone, the weapon falling to the earth below.

The Lone soldier took the craft down and found the weapon, pierced into a boulder.

He was unable to remove it, but he grinned. He knew this would become a holy site for all Gaeans, and he would be haled as a hero forever.

...

Not all the families had been reunited, much to the dismay of many foals and parents.

Sweetie Belle hugged her sister tightly. "Where's Mom and Dad? They stayed to defend Ponyville."

Rarity fell to her knees and cried. She had not known, and she had not seen their parents on the escape, even though she had searched the ship for them.

Apple Bloom was with Granny Smith and an injured Big Mac, but the moment she saw Applejack, she rushed in and tackled her big sister with the tightest hug the young filly had ever given anypony.

"Hey there lil sis." Applejack hugged her back tightly, tears of joy flowing freely. The hug was not bone crushing but still tight. "Ah missed y'all so much." She looked up at the other two. "Ah missed y'all so much too, c'mere."

This was one family that was lucky to be reunited.

Scootaloo didn't see her parents emerge from the ship with all the others. She rushed aboard. Maybe they were among the injured...

No such luck.

There were no injured Pegasai at all to be found.

She found Twilight and Dawn talking to Pinkie Pie and Rarity.

"Have you seen my parents?" She looked around. "Where's Rainbow Dash?"

Twilight knelt down and hugged Scootaloo. "They were not among the survivors?"

She shook her head.

Twilight already knew there were no injured Pegasai. "I... I'm so sorry Scootaloo... I truly am."

"Dash... Rainbow Dash..." She sniffled. "Where is she?"

"She went to Cloudsdale to protect it." Twilight looked toward the north, toward the black clouds. She had the worst feeling.

"I'm all alone..."

Surprise walked up. "You're not alone. You still have everypony else." She guided the young filly off the sky ship. "You have to board one of the ships with everypony else. You'll sail to safely."

"But... Can't I stay with you guys and wait for Rainbow Dash?"

Surprise shook her head. "I'm sorry little one. You have to go. Go with your friends over there. I think they'll need you as much as you'll need them."

Scootaloo looked toward Sweetie Belle, who was crying into Rarity's shoulder, and Apple Bloom who was looking so happy her big sister had come back.

She looked up at Surprise. "You were one of the enemy... Why are you being so nice?"

"Because I was always nice. I chose to love my daddy more than my mommy. I chose to fight for freedom and hope..." She then shooed the filly toward the Apple Family. "I chose to be loyal to Daddy and Twilight and all my new friends."

...

Applejack and Rarity waved to their families. Sweetie Belle and Scootaloo had boarded the same ship as the Apple family, who had accepted the two orphans with open hearts. At least they would all be together.

These two did not know if they would ever see them again, but they hoped against all odds they would.

"Where too now?" Captain Diane asked.

"Canterlot." Twilight said softly.

Diane nodded and got the Twilight Dawn airborne, then turned it toward the smoking castle in the distance.

...

"High Commander, there's a High Priest class sky ship approaching."

"A High Priest ship? Where from?"

"From the south."

The High Captain frowned. "Interesting. I'd just received information that High Priestess Topaz Star has been assassinated by Equestrian assassins, and that her personal ship was stolen."

He emerged from his quarters and onto the bridge deck. He looked through the telescope that was mounted on the railing. "That's the ship I heard about. That's an enemy craft. They've already used it to destroy the Iron Hoof while it was patrolling the Everfree Forest."

"How can such a small ship destroy a military sky ship?"

"I do not know, but we must assume they can deal considerable damage to us. Prepare all attack forces. Incoming enemy Sky Ship." He barked out the orders.

...

Twilight was using her air lens spell again. "There's one of their ships over Canterlot. This one is at least two or three times as large as the other one we took down. It looks heavily armored and armed..."

"How's the castle doing?" Rarity asked. "I can see an awful lot of smoke in that direction."

Twilight looked and gasped. "It's... it's in ruins. Oh Princess Celestia... Princess Luna. I really hope you're alright..." She had a really bad feeling that something bad had happened.

"Ah suggest we don't get anywhere NEAR that there big ship. Them guns on it look plenty powerful." Applejack pointed out.

Dawn's eyes went wide as he was now able to make out the symbol on the side. "I recognize that ship. It's from the second largest province in Gaea. That's the Dreadnought. We have to get out of here, fast."

"Why?" Diane asked. "We're armed with another four spikes. Can't we just fly over top and take it out like the last one?"

"You don't understand." Dawn turned to Diane. "I was with Topaz Star when she went to watch the demonstration of that sky ship's destructive power. It has thirty cannons on each side, and a main cannon on the front. That one cannon fires twenty five normal cannonballs all at once. If they fire it at us, we're more likely than not to get blown out of the sky. One shot from that gun can nearly destroy an entire castle." he pointed a hoof at Canterlot Castle. "I bet all that damage is from a single shot."

Everypony stared at the massive monster ship as it turned toward them.

"Ah crud..." Diane turned the ship and pulled up. "I sure as hay don't want to be anywhere in front of that thing."

All on board braced as the Captain went into evasive maneuvers

"Distance is our best bet, and altitude." Dawn shouted out, holding onto Twilight and Surprise, making sure neither went overboard.

Rarity was clinging too Applejack, who was using the mast to keep herself steady.

Fluttershy had dove below deck at the sight of the huge ship.

Diane nodded and continued to climb rapidly as she pulled away.

...

"Damn, that small ship is too fast and maneuverable.." High Commander scowled. He could tell it was faster than his smaller attack craft, and just as maneuverable, meaning to try to attack this thing was most likely not going to happen, not with what seemed like a skilled pony at the helm.

Also, with it gaining altitude as quick as it was, the gliders would be of no use.

"Let them go. We were ordered to hold this city at all costs. Make sure all Pegasai are dealt with, and any Unicorns that fight back as well. Any Earth Pony that surrenders will be given a chance to live. All unicorns that surrender will be de-horned and sold as slaves." he grinned. This invasion was going to be quite profitable.

He looked at his sword, at the now gold and silver blade. This was going to be the greatest prize of all.

...

The Twilight Dawn had evaded the largest sky ship that had ever been built, and was now making its way towards Cloudsdale.

"Are you sure you know where you are going?" Rarity asked Diane.

"Twilight and I have been here plenty of times with Rainbow and Fluttershy. I know the way..." She slowed the ship to a dead stop and walked to the front. She looked around, and looked really worried. "I... It's gone. Cloudsdale is totally gone. There's nothing left."

Applejack pointed down below. There was a military sky ship near the ground, and the wreckage of another one strewn over for at least two miles. "Ah think we're in the right place, only that place ain't here no more." She looked around at the others. "Think we aught take out another ship?"

Twilight nodded. "Anything to weaken this invasion. They're most dangerous weapon are their sky ships."

Rarity smiled and released her disks. "Time to try a new spell."

"What spell is that?" Twilight asked.

"Invisibility, on the Twilight Dawn."

...

The crew had no idea what had just happened. One moment, they were a hundred lengths off the ground while the Commander was on the ground examining some artifact, and the next, the air balloon ruptured in four places, causing the ship to crash to the ground.

A lot of the crew were injured, and any on the lower two decks had been crushed when they collapsed.

All survivors managed to evacuate before the remains of the ship exploded.

The Commander was quite livid that his ship had seemed to 'spontaneously' crash and explode.

A black scarred Earth pony simply looked into the sky and saw a small sky ship appear for but a moment before vanishing into thin air again. He said nothing.

...

"I can't believe that actually worked." Diane laughed. "Rarity, you are awesome."

"I do have a way with magic it seems, thought not as talented as our Dear Twilight." She wiped her brow. "Still, I am positively drained."

Twilight had watched the attack, and thought it was amazing, but she also felt sad that so many more ponies had just died.

"Why are we doing this?" She turned to face her friends. "Everywhere we've seen, the army of Gaea has invaded, and they are continuing to spread closer and closer to the coast. Soon, even the ports will fall under their control and all Equestria will be lost." She looked toward Dawn, walked over and hugged him. "Equestria has fallen... Canterlot is sacked... Cloudsdale is gone, and we don't even know what's happened to Rainbow Dash... I mean Princess Rainbolt... Princess Celestia and Princess Luna are missing, most likely captured..."

"Ah hope Dashie is alright." Applejack frowned. "Maybe we aught hightail it outta here too, follow them ships as they escape. Ah'm sure we'll 'ventually think ah sumpthin."

"I hope so as well..." Twilight sighed and headed below deck with Dawn.

...

"Twilight! Daddy!" Surprise rushed into the small crew quarters the two had chosen for themselves. "Bad news." She then saw Dawn hugging Twilight from behind as they lay covered up on the bed. She blushed beet red. "Oops... sorry. But you have to see this... It's horrible..."

...

The sky was black, not a star or moon to be seen. It was not covered by clouds, it was clear.

"What happened?" Dawn gasped.

"The sun set, but the stars and moon didn't come up." Diane replied, fear on her face. "This is bad... Very bad."

"Oh no... Luna..." Twilight fell to her knees. Even when Celestia had been imprisoned the sun would rise normally. Luna had never failed to bring the moon up every night as well, no matter what had happened.

They all feared it... Luna was dead.

"Granny?" Apple Bloom looked up at the aging pony. "Where's the moon an stars?

Granny hung her head. "Ah don't know..."

Big Mac hugged the foal. Dark times were indeed ahead.

...

Time for morning arrived, and all ponies on the sea bound ships held their breaths. They prayed the sun would come up... but as time passed, the dark horizon remained just that. Dark.

...

Surprise leaned against the railing of the Twilight Dawn. She could only remember one time in her life when the sun had not came up when it should have... but even then, hours later it had appeared in the sky, lighting up the world with it's beautiful light and warmth.

This time, there seemed to be no sign that it was going to appear.

She heard her father walk up next to her. "Are you as frightened as I am?"

"I... I don't know. You've always been calm and brave. No matter what happened..." She leaned against him and cried. "Oh Daddy... is this the end of the world?" She shivered. It was getting quite cold now without the sun. She could see her breath.

"Don't say that. The sun will rise again... someday. I can only hope that day will be soon."

...

Diane had relinquished control of the ship to Rarity. She was feeling very tired now, not having slept for what felt like days. Normally a few days didn't bother her at all. A single night sleep and she would be fully charged and ready to go.

But today was not one of those days. She climbed down below and entered the small cabin she had chosen for herself. She had kicked Twilight and Dawn out of this one and told them to take the main cabin and wouldn't take no for an answer.

She crawled into bed and pulled the covers over her. She cried herself to sleep.

...

Deep in space...

"Luna... can you hear me?"

"Yes Celestia, I can. Rainbolt? Are you there?"

"Yea... I am, and I feel horrible... I did something so cruel and evil... I... I don't know if I deserve to be a Goddess..."

Celestia appeared out of the darkness. "Tell us... what happened?"

Rainbolt related what she had done to Cloudsdale and that one ship, and all the Pegasai that had been imprisoned on it.

"I... I'm a terrible Goddess..."

"No you are not." Luna appeared and wrapped her wings around the smallest of the Goddesses. "You are the goddess of Lightening, a force of nature, like Celestia and I. In the past, we too have had to make sacrifices, sometimes on a scale far greater than what you did."

"It hurts... hurts so much." The Goddess cried into her older sister's side. "I... I'm evil..."

"No, you are not." Celestia lay on Rainbolt's other side, her own wing stretching over both her younger sisters. "If you were evil, then you would not be hurting so terribly. What you did, it was an act of mercy. I... I could feel their pain, do you know that? They had all been injected with Wingweed poison. They were in such terrible pain, and you helped take that pain away."

"But... We're Goddesses... we should be able to do so much more than this... We were all killed. How can we save Equestria now?"

"No, just our Avatars. In time, we will be able to create new ones and restore day and night to Eden, and you can bring back the weather. Right now, the winds are dying down. Soon, the wind will stop, and all the ponies who escaped onto the seas will become trapped. Only the ships with Pegasai and Unicorns might stand a chance to keep moving."

"But... what if we can't return in time? Eden will stop. Because there is no sun, everything will freeze. Plants will die. The air itself will become stale and dead." Rainbolt looked into Celestia's gentle eyes and saw her golden tears.

"For the time being, we need to regain our strength. Once we have, we will return to Eden. Give it a few days time, ok?"

"I.. Alright. Eden won't die in a few days... I hope."

...

Applejack shivered, even though the thick blanket she had draped over herself. She looked over at Fluttershy. She looked to be fine, where the cold was concerned, but she had not spoken for quite a while.

"Fluttershy?" She came over and lay next to her friend.

Fluttershy turned to face her. Her eyes devoid of emotion.

"Oh Fluttershy... Don't give up. Princess Celestia'll return, an the sun with her."

"Rainbow Dash..." Fluttershy spoke softly, but with virtually no emotion. "I felt her die..."

Applejack gasped. "Sugarcube, why didn't y'all tell us?"

"I... I felt her die the same day as Celestia and Luna. This is a dying world without them..." She stretched her magic wing and looked at it. She willed the illusion to fade away, revealing the beautiful metal wing. "This... this was a gift from not only all of you... but from them as well. Through this... I can feel all of you and all of them." She folded the wing but didn't restore the illusion. She looked down at Angel Bunny as he snuggled to her for warmth. "I feel so useless..."

"Ya ain't useless. Y'all shown us you're braver than any of us coulda ever dreamed y'all could be. Ya gotta be strong, fer Angel Bunny, fer yerself and fer all ah us." She nuzzled Fluttershy under the chin. "Come on Let's get ta bed. Y'all need yer rest if'n we're gonna find any ah the ships."

Fluttershy scooped Angel under her wing and followed her to the small quarters the two were sharing. They crawled into bed and quickly fell asleep next to each other.

...

Rainbolt yawned and stretched. "Ugh... I feel a little recharged... but nowhere near enough. It's been a week already."

"As are we." Celestia, still laying on one side of Rainbolt, smiled. "With just Luna and I, we would take nearly twice as long to regain our strength. Now, with you, it has taken half the time."

Rainbolt "What do you mean?"

Luna rose and smiled. "We are going to set nature on it's own path, and we will be reborn. It will take years before we can create avatars again, but we cannot simply leave Eden to die."

Celestia smiled. "Are you sure you want to do this? Our last mortal existence felt so short."

Rainbolt blinked. "What are you talking about?" She jumped up. "How can we be reborn as mortals? What about our powers?"

Celestia giggled, a sound like the purest chimes. "We do not sacrifice all that we are. We merely place our avatar souls into a mortal body, to be born as a mortal, to live and love as mortals, and finally to die as a mortal. After that, we return here. By then, our power will have returned and we can reappear onto Eden as we had before."

Rainbolt hung her head. "So... Eden does not truly need us?"

"Yes, it truly does. We can let nature run its course, with the sun and moon flowing on their own, and the lightening tempering the skies on its own. Eden can sustain itself on its own for a while like this, maybe a hundred years on its own before the magic fails and the cycle starts to collapse."

Luna nuzzled Rainbolt. "Don't worry, we'll have passed from the mortal realm long before the cycle fails. We will fully regain our powers and be able to return to command the sun and the moon and storms."

Rainbolt nodded. "I... I understand. Alright, let's do this... though I do have a request."

"And that would be?" Celestia smiled at the smallest Goddess.

"Can... can we all be born as sisters, or maybe even close together enough to be best friends?"

Luna and Celestia laughed, a truly joyous laugh indeed.

"Silly pony." Luna calmed down first, Celestia still fighting her giggles. "We are always born as sisters, no matter what. It may be years apart for us, but still, we are always sisters, no matter what."

"Cool. I... I'm happy to hear that. Do we actually get to choose who our parents will be?"

"No, you do not."

"What? Why don't I?"

"Because we have already chosen. Not only that, but this time around, I think you should have the honor of being the first born of Twilight Sparkle and Dawn Glimmer."

"Wait... what?" Rainbolt blushed. "You mean... they actually did IT?"

"Yes, they did. I hope you don't mind being a Unicorn." With that, Celestia's light flowed over Rainbolt and she faded away.

...

"Twilight! Daddy!" Surprise burst into their room and froze. She turned many shaded of pink and backed out. "You really should get a lock for the door..." She then called from outside the door. "You REALLY need to get up on deck. And I mean ASAP!"

Yea... this time they had been caught in the very act of making love... They were both beet red.

...

Twilight and Dawn stepped out onto deck and were met with a gust of warm wind. They turned to face the direction that the others were staring.

The sun was raising over the horizon.

"C... Celestia..." Twilight cried, her tears were joyous ones.

...

"Land Ho!" Diane called out as she had been at the stern of the ship, as Surprise was currently at the helm. "And I can see a whole lot of Equestrian ships down below."

They all stared in disbelief. A new land, and from up here, it looked to go on forever with forests, plains, hills, mountains in the far distance and many lakes and rivers.

...

The Twilight Dawn and her crew were the first to land and step hoof on this new land. They looked out over the sea. The ships were still below the horizon, but they knew they were coming here.

It only took hours for them to raise a large pile of dry driftwood onto the top of a cliff and light a guiding fire.

That night, they could see the lights of the ships in the distance, and by mid morning, the first ships were arriving.

So many ships were arriving, and with Pegasai heading out and finding other ships still at sea, they guided them to this new land.

...

After a few more days, with some of the ships being torn apart to be used to build the first homes, they started to feel hope, that they would not have to ever see the Invaders again.

Twilight walked up next too Dawn. "Dawn..."

"Yes love?"

"I... We have to go back."

"What? What for?"

She simple placed a hoof under the pendant she wore. "We need to recover the rest of the Elements of Harmony. We can't let the Gaeans have them."

"Why didn't you say something before?" He looked into her eyes.

"It was too dangerous with that massive sky ship and all the soldiers in Canterlot." Twilight looked out over the horizon at the setting sun. "It's been almost two weeks sense we left Equestria..."

...

Another months passed...

The Twilight Dawn was now armed with a total of eight cannons that Dawn, Twilight and many smiths and Unicorns had created. While small, they were very accurate, and packed an impressive punch.

It was also armed with a good supply of steel spikes, barbed and perfect for ripping into the hot air balloons that kept sky ships flying.

Rarity, with the help from other ponies, had repainted the ship look like a cloud. Dawn had also created many more of the reflective disks to aid in cloaking the craft from sight.

Invisibility with all these disks would be much easier to cloak, causing much less strain on Rarity's magic than her first time.

The Twilight Dawn would be their greatest tool in their attempt to recover the Elements

...

"Alrighty, we're fully stocked with everything we'll possibly be needing, except party supplies." Captain Diane said to her friends. Plenty of food and water, medical supplies, her own special black powder for the cannons and enough cannon balls to last them for a while. The steel spikes came in two styles. The drop ones, for attacks on enemy ships from above, and shorter ones that could be fired from the cannons.

Rarity had done wonders for the interior of the ship. Every one of the crew quarters looked very comfortable, personalized for each and every member.

All the High Priestess's treasures had been removed from the store rooms, and each Pony now now had their own rooms.

They boarded the ship.

"To Equestria." Twilight gave the command.

...

The High Commander looked at the chest that had been uncovered from the ruins of Canterlot Castle.

"A fancy little box. What's in it?"

The solders who had brought it to the strong looking Pony bowed their heads. "We do not know. We've not been able to open it. There seems to be no keyhole."

The High Commander drew his God Slayer sword and brought it down on the lock. It flashed and snapped open, but was not damaged.

He grinned as he opened the chest, and his eyes lit up at the gold and gems. "Some very nice jewelry. Throw it in the vault with the rest of the loot."

"I beg your pardon High Commander, but this chest, it was the only thing in a vault that had been in the very top of the highest tower."

The other one then spoke. "We think this might be more than just fancy jewelry."

"You don't say?" He closed the chest. "Maybe I will hold onto this, for safe keeping." He clicked the lock down, knowing that his sword just might be the only means of opening this thing.

And it was a very nice chest as well.

...

"As fast as this ship is..." Diane sighed. "I wish it was faster." She looked at the controls and noticed something was odd.

There was a small panel she had never noticed before. She tapped it and it slid open, revealing a big, shiny red button.

Her eyes grew larger and sparkled with a light she had not felt for a long time.

"Big... shiny... red... button..." She snapped her eyes shut and shook her head. "No... I can't. Who knows what it does." She closed the panel Maybe later she would get the chance to figure out what it did.

"Diane?" Surprise was standing next to her. "What was that button?"

"Don't know... I really want to press it... But who knows what it does. It might make the ship explode or worse. It might make the ship move faster. It might even make the ship transform into a giant robot."

"A giant what?"

"I dunno, but it sounded so cool." She smirked at Surprise. "Can you get Twilight and Dawn up here? I think they're in their cabin."

"O-Kay!" Surprised saluted before taking off.

...

Knock Knock.

"Come in." Dawn called.

Surprise creaked the door open and peeked in.

Twilight was laying on the bed, reading one of the few books she had brought with her.

Dawn was sitting at the small table off to the side, drawing something.

"Yes Surprise?"

"Um, Captain Diane asked for the two of you to see her up on deck."

"Thank you for telling us." He looked at Twilight as she closed her book. "How are you feeling?"

"Better..."

Surprise blinked. "Twilight?"

"I was just feeling a little sick when I got up this morning."

"I know how you feel. When it comes to the swaying and bobbing and all that, I start to feel green too."

Twilight giggled. "Oh, that's not why I felt sick."

"Something you ate?"

"Nope." She smiled happily as she got off the bed. "Now, what did Captain Diane need us for?"

...

"A big, red, shiny button." Diane showed the button in question.

"A big, red, shiny button?" Twilight raised an eye.

"I really wanna push it, but I know it might do something bad."

"Hmm, might not." Dawn scratched behind his head. "I've spent plenty of time looking over the ship and I've found a lot of things that don't rally make sense."

"Like what?" Twilight asked.

"Things that don't make sense." He shrugged. "Think you can use your magic to find out what it does?"

Twilight nodded. "I guess I can try." She lowered her horn to the button and concentrated.

Starting at the button, she was able to see through the ship. The button was connected to many different things that made little sense to her. The one thing she could tell though, it seemed to be a button that would cause the ship to transform, somehow."

"I think... I think it's some sort of transformation button." She looked up and saw Diane reaching for the button.

"PINKIE WAIT!" Twilight cried, forgetting momentarily that her friend preferred to go by Diane now.

On hearing Pinkie, she grinned a wide and very happy and cute smile and hit the button.

What happened next caught them all by surprise.

Wings folded from the sides, each with more fans built on. A total of four wings, two larger ones at the back and two smaller ones up front. In addition, two more fans folded out at the back of the ship. The shape of the balloon stretched to be longer, but also slimmer at the same time.

And then the speed was poured on.

Applejack and Fluttershy came out from below deck, followed shortly by Rarity and Spike.

"What in Tarnation?" Applejack held her stetson to her head.

"Wh... what happened? What's going on?" Fluttershy gasped.

"Dear me, what IS going on? AH! This wind is going to ruin my mane." And Rarity dropped below deck.

Spike crawled over. "Twi? Did you you use some new magic spell on the ship?"

"No." She smiled. "Captain Diane made a wonderful discovery. This ship has an extra fast mode."

"Really?" Applejack came over. "How'd y'all do that?" She then noticed the increased poofieness in her friends hair. Was the original Pinkie Pie making a comeback?

Fluttershy was at the very stern of the ship, her wings spread. "This feels wonderful... I wish Dashie was here to enjoy this." Nopony heard her though.

Dawn pondered something for a moment and rushed below deck. He checked on those strange systems and found they had been deployed, that and the engine was running a lot harder than normal.

He rushed back up. "Captain, I think you should shut this down. I'm not sure about the engines."

Diane blinked and nodded, then hit the button again. The ship slowed to its normal speed and everything returned to normal.

"Aww, but that was so much fun."

Dawn had to admit, that had been most impressive. "It was, but I'm going to check on the engine." He returned below deck.

Fluttershy joined those on deck. "That wind felt wonderful." She smiled.

Angel's ears were pinned back from the wind, but he was grinning from ear to ear, showing he had enjoyed that as well.

"I guess that should only be for emergencies?" Diane smirked. "And Twi? You called me Pinkie."

"I did? Oh... sorry."

"That's okey dokey, I understand why. I think I slipped into Pinkie Pie mode when I heard what the button could do."

Suddenly the ship lurched and the rear blades slowed to a stop, smoke pouring from below deck.

They all rushed to the engine room and saw a pure black Dawn emerge. "I knew it... I think we blew something in the engine."

Diane hung her head. "I broke it, didn't I?"

"I don't think it was your fault." Dawn stated. "We don't really understand much of how any of these things work..." he sighed. "I think we'll be needing to land for some repairs, or at least maintenance.."

...

Dawn tossed a snapped rod onto the deck. "This is the problem..."

"Ohh... can you fix it?" Diane asked.

"I'm not an engineer... but I did find a manual for the engine." He looked at Twilight and Rarity. "I think we might be able to repair it with your magic."

"I hope so." Twilight frowned.

Fluttershy landed back on the deck from a little scouting excursion. "I found a small island not too far away. Do you think we can make it there?"

Diane grinned. "Deploy the sails."

...

Twilight was glad that they had thought to bring canvas from a disassembled ship. It had been easy, with magic and Fluttershy's flying, to rig up some sails.

They caught the wind and Diane steered the ship toward the island.

...

Dawn closed the book and sighed. He looked over at Twilight and Rarity as they used magic to repair the broken pieces of the rod.

This small island was also a nice relaxing spot to get out and stretch their legs.

"Will it work now?" Diane asked Dawn.

"I don't think so... This engine would have broken down sooner or later anyway, seeing as none of us thought about a very important thing."

"An what could that be?" Applejack asked as she was examining a few other parts from the ship.

"Maintenance. A ship like this needs to be taken care of at all times. I also discovered that it's powered by a crystal, and that crystal is covered by tiny cracks."

"Can't Twi or Rarity fix it?"

"I think they might be able to fix the crystal." Dawn looked at Applejack. "And I really do hope so... We have no spares."

...

Twilight examined the crystal carefully. "I think I can fix this... If not, then we're out of luck."

"We believe in you." Rarity stepped back, knowing that, while she helped with the rod, it would be best if only one pony used magic on what seemed to be a very important part.

Twilight closed her eyes and concentrated.

All could see the cracks were starting to vanish.

Suddenly, the crystal sparked and shattered into many fine pieces.

"No..." Twilight fell to her knees. "I... I couldn't fix it after all..."

"Ah think, maybe, it was just too worn out." Applejack patted Twilight on the back.

"We still have the sails to help us fly." Diane reminded them.

"That's fine and all..." Dawn frowned. "But the crystal is what produced the hot air for the balloon" He pointed to said balloon, which was already starting to sag. "All said and done, if we cannot find a way to produce the hot air we need, we are stuck here."

"Shame Trixie ain't here. She's fulla hot air." Applejack joked.

"This isn't a time to be joking..." Twilight rose. "Can the Twilight Dawn be used as a sea ship? We have no other choice at this time."

"Other than the fact that it has a huge trap door on the bottom, I see no reason why not." Dawn replied. "We should try to get that cargo door sealed and waterproofed, while there's still enough hot air left for us to move the Twilight Dawn into the water."

...

Magic had been the answer. Twilight and Rarity used the same magic they had used to fuse the pieces of the broken rod together to fuse the trap door shut, and waterproof.

With more magic, and Fluttershy pushing, they managed to get the craft into the water.

Surprise poked her head out from the hold. "It's holding. No leaks at all."

With that bit of good news, they boarded and started taking the balloon down. With minimal modification, they were able to rig the mast to be able to use the sails.

The rear fan was locked into place so it did not drag in the water.

Steering was the only real problem, as the fins for steering had been part of the balloon

Twilight and Rarity took care of that. They would simply use their magic to steer the ship as needed while the wind provided all the forward movement they would need.

So they got back on the way toward Equestria, and hoped they could recover the Elements.

...

"It's been a month already..." Rarity frowned. "When are we going to reach Equestria?"

"I have the feeling it'll be soon." Diane stated as she looked up at the night sky, spotting the north star. "As long as that star is on our right, we'll keep going right to were we want... give or take."

Rarity sighed and looked over at Surprise. "Say, Diane dear?"

"Yes?"

"Twilight and Sir Glimmer are almost never up on Deck. Dawn's always trying to figure out the engine, but... Twilight, she's not left her room sense we converted the Twilight Dawn."

"Why don't you go see her?"

"Well, whenever I do, Spike is standing guard and won't let anypony see her." She looked at Diane. "Do you think you could talk him into letting us see her?"

"Nope..."

"Why not?"

"I tried that already. Spike just told me that Twilight isn't feeling well and needs o be left alone. Only Dawn can get past him."

Rarity put her hoof down. "We're getting closer and closer to Equestria by the day, and once we reach it, we'll be needing her more than ever. She's not just our dear friend, she's like our leader."

"I know what you mean..." Diane sighed. "Rarity, take the wheel please."

"Whatever for? It's the wind, my magic and Fluttershy that have been steering this ship this past months."

"Oh, sorry. Habit I guess. I've become so attached to this beauty... I'm really sad that it's not flying anymore."

"She'll fly again. We just need to get a new crystal... and a spare just in case."

"And plenty of grease..." Dawn came up from below. He was covered in dirt, grime and grease. "That rod snapped because there wasn't any lubrication left on it."

Rarity cringed and backed away. "Oh dear me... You need to get cleaned up." She lowered her horn and used her magic to clean every spec of dirt from Dawn's white coat, hair and tail. "There, much better."

"Um... thanks." He looked at his sparkling hooves. "Well, that saves me time for cleaning up. I'm going to go check on Twilight."

"Wait." Rarity and Diane blocked him.

"Why hasn't Twilight come out sense we started sailing? Is she seasick?"

"Actually..." Dawn hung his head, his mane hiding his face. "She is sick, but not seasick. It's not bad though. She'll be fine."

"How long? Is her condition serious?"

"Hmm... yes, it is serious, but not life threatening." He rose his head. "I can't tell you anymore about it. Please, let us know when we finally come in sight of land." With that, he headed down below deck

"Wait..." Rarity called, but he had already left. "Ooh.." She fumed.

Diane placed a hoof on Rarity's shoulder. "It's okay..." She frowned. "Although, I know they are hiding something REALLY important, I trust Twilight and Dawn to tell us when the time is right."

...

Another week passed

"I can see land." Fluttershy landed on deck.

"Oh finally..." Rarity sighed. "It's been so long and we are almost out of fresh water and food, and I REALLY need to take a bath."

"I think we all need to take a bath." Fluttershy scrunched her nose.

Diane started toward the stairs down. "I'll let Twilight and Dawn know."

...

"Sorry Diane." Spike blocked her path. "I still can't let you see Twilight. She's really serious about not letting anypony see her right now. Heck... she won't even let ME, her number one assistant see her..."

Diane rolled her eyes. "I'm here to let Twilight know that Fluttershy has spotted land." She spoke up. "Did you hear that Twilight? Land Ho."

The door creaked open, ever so slightly "How far away are we?"

"Hmm, still couldn't see it from the deck, but Fluttershy was only thirty or forty lengths above us."

"Thank you Diane. Let me know when we land..." The door then clicked closed.

Spike simply shrugged.

...

Dawn lay next to Twilight, a hoof on her belly. It was starting to become slightly noticeable that she was putting on weight. "Come on Love... we really should tell the others... They're your best friends They have the right to know."

Twilight shook her head. "Dawn, please... I... I'm really happy, we're going to have a foal... but I need to keep this hidden."

"What if you get hurt?"

"If things get dangerous, I'll teleport out. I've told you that already." She nuzzled Dawn. "Don't worry... I won't get hurt."

"How can you guarantee that? The Gaeans are not exactly friendly to Unicorns, and they want all Pegasai dead. I'm really worried for you, and for Fluttershy."

Twilight sighed and rubbed her belly. "We'll be fine."

...

Twilight Sparkle stepped out onto the deck, for the first time in over a month. She was wearing some baggy clothing and a cloak. Dawn emerged behind her, looking quite worried.

"I'm sorry I kept myself locked away from everypony... but I needed time to make plans. I've been scrying for the Elements, and the closer we came, the more accurate my readings."

"Are you going to tell them or am I?" Dawn said to Twilight, but loudly enough for the rest to hear.

"I'll tell them, but this is really important."

"Not as important as this." Dawn hugged Twilight. "Please? I know I promised not to tell them... but... I will if I have too."

Twilight sighed. "Fine." She looked at all her friends. "Okay, okay, I'll get down to business after I tell you the news..." She smiled and looked into Dawn's eyes. "We're going to have a foal."

This caught EVERYPONY, and even Spike off guard. They surrounded her and barraged her with questions.

Dawn pushed them all back. "One at a time please."

"Ah'm sorry Sugar, but why didn't ya tell us before?"

Twilight hung her head a little and glanced away. "I knew that if I told you... you'd act like this. It's embarrassing really."

Diane smiled and hugged Surprise. "You're going to be a big sister." She looked at Twilight. "Is it a colt or filly?"

"We won't know until it's born." Dawn smiled. "But for now, Twilight is being adamant about one thing above all else..."

"Business can wait dear." Twilight kissed his cheek. "They want to know about this." She sighed, realizing she shouldn't have worried so much about it after all, until Surprise spoke up.

"So, seeing as you're going to be a mommy... we can't let you come with us." She stomped her hoof down. "I won't let you. I don't want anything to happen to my baby brother or sister before they even get a chance to be born."

"She's right Twilight." Rarity nodded. "We simply can't let you put yourself into any danger."

"But... My plan... I need to go."

"Sorry Love." Dawn was still smiling. "We all love you too much to let you put the two of you in danger. Don't make me lock you in the bedroom."

"Like that little latch can hold me?" She then smiled at her friends. "Alright... I won't go with you. I'll stay with the Twilight Dawn and Surprise instead of Diane and Rarity."

"Wait, what?" Surprise didn't look pleased to hear that. "Why am I staying here?"

"Because you have a baby brother or sister that will need a big sister." Twilight smiled.

Surprise backed down. Had Twilight even mentioned her age being the factor... she would have argued till she got her way. But Twilight's reasoning sounded flawless to her.

"Also, you're almost as skilled as piloting the Twilight Dawn as Diane is." She smiled. "Rarity, seeing as I'm staying to help maneuverer the ship, you'll go in my place. They'll be needing a skilled unicorn, and you are it."

"Why thank you... though I do hope there is no fighting, you know how I feel about that."

"Hmm, if you use your disks and your invisibility, you should be able to pull this off easier than my original plan." She levitated a scroll over to Rarity. "This is a map of the big sky ship that's docked at Canterlot. My scrying has let me create this map, and I've marked where the Elements are being stored... You'll take Applejack with you in case things go wrong."

"Ah have a feelin there a but comin..."

"Right you are Applejack..." Twilight frowned. "But you'll have to go through the bridge to get to the captain's chambers where the Elements are being kept.

"Bridge? What's that?" Diane asked.

Twilight pointed to the steering controls. "A place where you'll find the controls for that huge ship. I'm more than willing to bet there will be plenty of soldiers there, as well as the captain of that ship."

"So... we all do this right, or we'll all be dead." Spike frowned.

"You're not going with them Spike."

"Aww, why not?"

"You're going with Dawn to try to steal that ships crystal, and any spares you can get."

"Oh, ok. Awesome." He grinned. "Um... hold on, we won't have invisibility, or Unicorn magic to protect us." He glanced up at Dawn's forehead. "Sorry, didn't mean too..."

Dawn smiled. "It's alright Spike."

"Anyway... That's why you'll have to be as careful as possible." Twilight smiled. "Diane, Fluttershy. We need food and water if we're going to make the trip back to our new home. That's where you come in. You need to acquire enough food and water... and I'll be needing to eat more than usual" She blushed a little.

"So that's why the food and water has gone down faster than predicted." Rarity frowned. "You really should have told us earlier dear. We would have totally understood."

"I know... I guess I was just being nervous for no reason... but I thought that if you knew, you'd have turned around and taken me back."

"Sure as sugar we would have." Applejack did look a little cross. "Bah, what we gotta worry about now is gettin' them Elements back from those varmints"

Fluttershy spoke up. "We'll try to get enough food and water for all of is to last three months, just in case we can't get a new crystal."

"Good thinking Fluttershy." Diane grinned. "Hmm, guess it'll all have to be dry goods. Baked goods won't last that long.":

"I wish all of you the best of luck..."

...

The Twilight Dawn had been moored in a small hidden cove, under many large overhanging trees. In fact, the only way to see this cove would be from almost sea level.

It was also a good hour walk from here to Canterlot.

The three teams had disembarked and headed out, with Fluttershy keeping her wings hidden under a vest, just in case.

Diane and Fluttershy headed towards the nearest town in hopes they could find what they would need.

As they approached, they could only see a small group of soldiers sitting around. In a large wooden holding pen, there were at least a dozen unicorns, all wearing those damn iron horn covers. The Equestrian Earth Ponies were being forced to rebuild the town for when more soldiers or citizens from Gaea migrated to take over.

Fluttershy looked worried, as did Diane.

"Do you think we can pull this off?" Fluttershy whimpered.

"I think so. I think if we can get those guards dealt with, we can convince the townsfolk to help us and give us the food and water we need. There's only a dozen of them, right?"

At that moment, quite a few more soldiers emerged from what looked like a tavern.

"Or maybe not... This could get difficult..."

"Maybe there's more Equestrians here than Soldiers. Maybe we can convince them to fight back?"

Diane shook her head. "I don't think so... they look pretty tired from all that work they're being forced to do." She frowned. "This is going to be up to just us."

"Can we think of a way to free the unicorns? I'm sure a dozen unicorns could make all the difference, and the others might see this and be willing to fight back."

"Good idea Fluttershy. It's almost night, you might be able to fly in there under cover of dark and into that prison. Get even one unicorn's horn cover off, and they'll be able to free the rest."

"Oh, I hope so... This is so scary."

"You have Angel with you. You don't need to be scared. I'll try to distract the soldiers while you're busy."

Fluttershy nodded and glanced at the small rabbit on her back. He also nodded, showing he was ready to do this.

...

"Would y'all lookit that." Applejack pointed out the sky ship. It truly was huge. "How d'ya expect us to get on that thing?"

With all the soldiers in the city, even reaching the ship was going to be difficult, even with invisibility to help them.

"We can do this. We don't have a choice." Dawn glanced at Rarity. "Are you ready?"

"Of course." She released her disks around the group and cast her spell.

"I don't feel invisible." Spike stated.

"We're covered in a bubble that keeps everypony on the outside from seeing us." Rarity replied. "Stay close. We don't want to be discovered."

The small infiltration team made their way toward the city.

They could see walls were being constructed, using Equestrian Earth ponies as forced labour.

They chose their route carefully, through an area that had yet to see construction. Once inside the city, they realized just how many soldiers there were here.

Everywhere they turned, they would see Gaean soldiers, either relaxing, on patrol or even harassing the Equestrians (and in one case, gang raping a mare).

They wanted to rush in and save her, but there was nothing they could do without giving away their presence. They pressed on, carefully.

...

It was now dark enough for their plan to begin. Diane slipped into the town and headed toward where the 'off duty' soldiers seemed to have chosen to be their hangout, the tavern.

The on guard soldiers were actually easy for Diane to evade. She finally got close enough and took a deep breath to calm her nerves. If they caught her... she didn't want to even think about what was going to happen to her. She stepped out from the ally and waved at the guards.

"Hi there boys. Want to play a game?" She then vanished back into the ally, ten soldiers giving chase.

...

Fluttershy flew up high and landed right in the center of the holding pen. She held her hoof to her mouth. "I'm here to rescue you. Let me get those covers off."

"We can't fight back... They've already killed so many of us, and chopped even more of our friends and town's folks horns off." One Unicorn whispered back.

Fluttershy shook her head. "There's a lot more of you than there are of them. Once the other ponies see you're free and fighting back, I'm sure they will join in the fight. The soldiers won't stand a chance."

"Why are you helping us?" Another Unicorn scowled. "You're a Pegasus. Your kind is the reason we got invaded in the first place."

Fluttershy wanted to back away and cower, but she stood her ground. "Do you want to have your horns cut off? You are magical unicorns, they are not. If you fight back then we'll stand a better chance of convincing the others to help as well."

"After we defeat these soldiers, then what? There's so many more where they came from. I heard that in under a week almost ten thousand more soldiers will arrive in Equestria with ten or more of those flying ships of theirs. It only took one of those things and this town was destroyed in under an hour."

Fluttershy narrowed her eyes. "Are you proud Equestrians, or are you little cowards?"

"I vote to be a coward and live."

"What about the rest of you?"

"Even if we escape, all the ports have been captured and all remaining ships have been burned."

"Yea, we have nowhere to go. They'd hunt us all down and then what? We're doomed no matter what we do."

Fluttershy sighed. "I guess coming here was a mistake."

"HEY!" A light suddenly shone on Fluttershy. "PEGASUS!" A soldier had spotted her.

Fluttershy took to the air at top speed, blowing down all the unicorns. (Oh no... I was spotted... I've ruined the plan.) She flew up and tried to avoid the spotlights, but they kept finding her. (I have to find Diane... Where is she? This town isn't so large that I can't find her...)

She then spotted a building that had twenty or more soldiers surrounding it. She took off as fast as she could, away from where Diane was. She hoped she could escape, circle around and save her friend.

...

Diane pulled her blade from yet another soldier and peeked out the broken window.

(Great... surrounded, and they're using those darn sleeping poison darts. I get hit once and it's all over for me... unless...) She closed her eyes and looked within. (Not there... I need to search deeper... I need...) She took a breath to calm herself. (I need Pinkamena...)

"There's only a lone mare in there. Why don't we rush the place? She can't take all of us." One soldier yelled to his allies.

"Are you nuts? That lone mare already took our six of us in ten seconds flat." Another yelled back.

Diane sighed. Pinkamena seemed to either buried too deep in her mind, or she had been totally removed all together. (Guess I'll just have too...) She loaded her launcher with one of her fireworks, lit it and fired out the window.

Sure, they didn't really do much damage, especially with the soldiers being so well armored, but the bright flash should give her a chance to escape into he surrounding woods.

She heard the cries of surprise as the brilliant green and pink device exploded. She took this moment and bolted.

She somehow jumped and twisted in mid air, evading over a dozen darts and deflecting another three with her wrist blades. She landed and ran past the few blinded guards that were in her way.

Not even looking behind her, she somehow knew when to dodge, jump or duck to evade the darts. She knew it had to be her Pinkie Sense warning her and guiding her. Still, some of those shots had been far too close.

She pressed on, reaching the edge of the forest and vanished into it.

The soldiers ran past where she chose to hide, up in a tree.

She smirked as the last one ran past and hopped down. As she hit the ground, she felt a sting in her flank. She looked and saw a dart sticking out. "Oh poo..."

"We got her, finally."

Diane fell to her side, the poison taking effect really fast as she was surrounded by all these guards. She reached into her bag and pulled out something round. She bit onto a small ring and pulled the pin out.

The high explosive grenade fell from her hoof as the poison finally took effect...

...

The invisibility was working great. They managed to reach the gates to the castle. Up above them, the massive war ship was docked to what remained of the castle.

"How are we going to get in there?" Spike asked.

Rarity looked at the map, as well as another map on the back. "We're going to sneak in using the sewers? Oh eww..."

"Deal with is Sugarcube." Applejack pointed out the entrance.

The grate that blocked the entrance looked damaged, the bars wide enough for even Dawn to squeeze through.

Once inside and away from the opening, Rarity relaxed the invisibility. Maintaining that spell for as long as she had, even with the disks helping to spread out the effect, had taken a lot out of her.

Dawn offered her a flask of water, which she gladly accepted. After quenching her thirst, they pressed on, following the directions till they reached the garbage shoot that would lead up to the royal kitchen.

"Spike, climb up there and make sure the coast is clear." Dawn gave him a boost.

Spike was glad he had claws, which made the climbing easier for him. He reached the top and peeked out.

He could see no soldiers, but there were a chef and three assistants working really hard to make a lot of food, most likely for the soldiers.

He slipped out and waved to the chef, having recognized him from his time he had lived in Canterlot.

"Spike? That you?"

Spike nodded. "Don't tell the soldiers I'm here. I have some friends at the bottom of the..." He glanced and watched as one of the assistants dumped a pale of some really nasty stuff own the shoot. "That... shoot..."

...

Dawn and Applejack covered Rarity's mouth as she had been hit by pretty much all the spoiled food that had come down. If she screamed now, soldiers might be alerted.

...

Spike facepalmed. "My friends are here to try to recover the Elements of Harmony. They might be the key to saving Equestria. They're down that shoot."

"Oh, what a shame." The chef stood and waved the assistant over. "I need you to get a rope and tie one end to that ring on the wall."

The mare blinked. "Why?"

"Because it's starting to stink. It's been quite awhile sense that shoot has been cleaned. Drop the other end down and the rest will be taken care of."

"Um, of course Chef." She did as she was told.

...

A rope fell down before them, something which would make it much easier to climb the shoot, something Rarity was not looking forward too. It looked positively disgusting up there, but then, it was nothing compared to down here, or her hair as it was.

...

The chef and his assistants helped pull up the three ponies from down below.

"It's not safe here." Chef whispered "Go out that back way..." He scrunched his nose. "You'll find the water fountain for the kitchen. Wash up You positively reek"

Rarity was the first one off to get cleaned up, quickly followed by Spike, Applejack and Dawn.

...

They had finally washed up, and with two suits of 'spare clothing' supplied by the Chef, they were in disguise.

"It's about time we deliver evening meals to the crew on the ship. It's using the Celestial Tier as a dock."

Applejack smiled. "Ah guess we gotta play the part ah stewards."

Applejack and Dawn wore the disguises, while Spike hid in the cart and Rarity cloaked herself. The farm pony was not too impressed with having to wear this maid outfit while Dawn wasn't bothered at all with the butler's suit.

They pushed the carts along through the dining hall, which was FULL of soldiers.

None of them paid either of the ponies any heed, as they were too busy eating.

Through the halls and to the throne room they went. This room was full of supplies and loot that had been plundered from the castle and city. Many solders were here sorting through everything.

At the entrance to the tier, they were stopped by a pair of solders.

"Who are you?"

Dawn spoke, looking like he truly was a butler. "Good day, we are here to deliver dinner to the crew of this fine ship. It would look bad should they make mistakes because of hunger, am I correct? Imagine how that would reflect upon the fine soldiers who kept us from keeping his countrymen fed and ready for anything."

"Eh-hem. Of course. Continue on." He smirked as Applejack passed, his tail whipping her flank.

(Must not retaliate... Must act the part.) "Oh!" She glanced back and smiled shyly, adding in a wink as well. She then continued on her way.

With Rarity whispering directions in her ear, the two mares made their way to the bridge.

At the same time, Dawn (with Spike hiding in the cart) headed down to the engineering section. As he entered the room, he gasped at the sheer size and complexity of this engine, and the fact that it had four crystals powering it.

(Of course... A ship this size would need more than one crystal...) "Dinner is served." He removed the cloth from the top of the cart, leaving the lower one on, keeping Spike hidden.

He then started serving out bowls of soup, which had a dose of sleeping poison added in for good measure.

It took a few minutes, but the poison finally took effect, and the entire engineering crew was out.

"Spike, go grab those crystals. I'll check the storage here for any extras we can find..."

...

Applejack arrived at the bridge and entered. It was quite impressive, needing two pilots at once to control the massive craft. A navigator and four watch-ponies kept an eye on the skies. There was also quite a few telescopes on all the railings.

She took a calming breath and smiled. "Soups on Everypony."

From the room where they needed to go to get the Elements back emerged a large, and very hansom pony in black armor

"I don't recognize you." He glared at her. "I was rather specific about not letting servants I had not seen on the bridge." He came over and looked her over. "Well, at least this time they sent a maid rather than a butler." He brushed his tail against her flank. "You'll be dining with me in my quarters."

"Ah don't know about that Sir. Ah got lots ah others to serve dinner."

"Don't worry, they can serve themselves." He led her toward the door.

Rarity frowned. (This... could be bad... it he tries to do anything inappropriate, she'll blow her top and we'll loose this chance...) She slipped ahead and through the open door, before Applejack was lead through by the good looking bad guy.

"Please, relax. I bet that outfit is uncomfortable. Let's take it off."

"Ah'm sorry sir... Ah can't do that while on duty. Chef was specific 'bout me not lingerin and distractin' all ya fine soldiers."

"Don't worry. He's my servant, and what I say goes. If he gives you a hard time about being late, then tell him that I was entertaining myself with you." he grinned and started to unbutton her outfit with his teeth.

Rarity readied a dart.

The High Commander felt a little sting in his neck. His hoof felt where the sting was, but there was nothing there.

Suddenly he felt like taking a nap and fell.

Rarity caught him with her magic and carefully lay him down, to avoid any unwanted noise. She then uncloaked. "We have to find the chest and get those Elements out of here. I hope by the time we do, all the bridge crew will be taking a nap with that sleep poisoned soup.

The pair searched and finally found the bedroom. It was stocked quite nicely with all sorts of treasure

And the case that contained the Elements of Harmony.

Rarity closed her eyes and made only the case invisible, revealing the Elements. She smiled at Applejack.

"Let's get outta here." Applejack grinned as they headed toward the door.

Suddenly it flew open, one of the bridge crew rushing in. "High Commander! The food was poisoned." He then saw the pony in question laying flat on his side, snoring away, as well as two mares. The maid, and a Unicorn. Not only that, but they were carrying a chest the High Commander had claimed for himself.

Applejack acted fast and grabbed the sheathed sword that lay next to the High Commander and threw it over her shoulder, in the perfect position for her to draw it quickly. In a quick flash, the intruder hit the floor, dead.

She shook the blade to clean it, the blood not even leaving the slightest stain. The silver and gold blade looked very beautiful. She grinned as she sheathed it. "Time to leave."

Rarity nodded as she set the chest onto Applejack's back and released a few disks. They then vanished from sight, just before alarms started blaring all over the ship.

"Ponyfeathers..." Applejack knew this was not going to be easy to escape...

...

Spike wrapped the last crystal in thick cloth and placed into his backpack. Dawn emerged from a side room, his new saddlebags filled with leather tubes. "I got plenty more crystals and grease tubes. I think we're all set."

"Good to hear that. I just want to get out of here." Spike added, readying his Dragon Gun. As they turned to leave, a pair of soldiers entered.

All four stared at each other for a few seconds before one soldier turned and ran. The other drew a short sword with his teeth and attacked.

Spike pulled the trigger on his weapon and the soldier's head snapped back. He fell to the floor, dead.

A moment later, an alarm sounded.

Spike reloaded as they ran for the exit, hoping to cross paths with Rarity and Applejack first.

After dealing with four more soldiers, they saw the pair appear for a split second before vanishing again.

The pair rushed into the magic cloak, just in time as they saw all the guards from the throne room rush in and head towards the engine room.

They took advantage of this moment to exit the ship and back into the castle.

It took only a couple minutes to reach the dining room. They watched as over forty soldiers emerged and headed out in different directions. Some toward the gate and others toward the throne room.

They slipped unseen into the dining area and the kitchen.

Nopony noticed as the four intruders escaped down the garbage shoot.

...

Fluttershy had finally evaded the spotlights and returned to the building Diane had been cornered in. Oddly, there were no more soldiers present. She looked around and heard the explosion. She turned and saw the ball of fire at the forest edge.

That had been one of Diane's big bombs.

Fluttershy paled and flew as fast as she could, fearing the worst.

She then saw a bunch of soldiers, all surrounding Diane.

"Good kick Kicker." One soldier said, staring wide eyed at the ball of flame some thirty lengths away.

"I'd say one of my best..." he replied, also staring wide eyed.

In fact, all the soldiers were staring wide eyed at the damage that small weapon had done.

Fluttershy took advantage of their distraction to swoop down and grab Diane and fly off.

Angel pulled out a grenade from Diane's saddlebag and pulled the pin, dropping into the middle of the guards. By the time they realized what had happened, it was too late.

...

"Ugh..." Diane cracked open an eye to to see the most beautiful sight she could have hoped for, "Fluttershy?"

"Shh." She smiled. "Drink." She held a cup with her hooves to Diane's lips.

Diane drank the water. "Thanks." She then became aware of the sounds of some fighting in the background. "What's going on?"

"After Angel used one of your bombs to blow up most of the town's soldiers, we came back and freed the unicorns and told them to fight. The rest of the ponies in town rose up and started fighting back." Fluttershy pressed the cup to Diane's lips again. "Now drink. You'll need your strength."

"What for?"

Fluttershy pointed to a pair of carts that were loaded down with supplied.

"Really? The townsfolk are okay with this?"

"They loaded them after I told them what we were doing."

Diane smiled. "You did awesome Fluttershy." She hugged the now blushing Pegasus "I think I'll be fine now... maybe not." She tried to get up but fell back.

...

Twilight let out a sigh of relief and lowered the mirrors she had been staring into all night.

Surprise had asked about that, and Twilight had explained. "I'm using my magic and these mirrors to watch our friends."

Surprise had looked but had not seen anything, but then she noticed Twilight was 'staring' with her eyes closed.

"So... they're a focus for your magic?"

Twilight nodded. "And the good news is, all our friends succeeded. Diane and Fluttershy should be here really soon. Could you go lend them a hand getting all the supplies into the cargo bay?"

Surprise smiled and saluted. "Sure thing Mommy." She started to turn, but froze. "I... I'm sorry Twilight... I... I..."

Twilight had been shocked, but then smiled. "You know what Surprise. If you want to call me mom... I think I'm alright with that. I'm going to be your little brother or sisters mom after all."

Surprise hugged Twilight and cried. "Th... Thank you... Mommy." She then wiped her tears. "I... I have to be strong."

"You already are. You'll be the bestest big sister I could ever have hoped for. Now go lend a hoof. I'll help with my magic."

...

While it had taken an hour to reach Canterlot, it took twice that time to get out of the city itself. The soldiers were on high alert, covering every way out of the city and patrolling the streets in force.

But Rarity was doing really well maintaining her invisibility between hiding and resting for a few minutes here and there.

They managed to finally escape the city and vanish into the surrounding forest.

...

"Ah can't believe we did it." Applejack wiped her brow as they boarded the Twilight Dawn.

"You and me both Sister." Diane grinned as she greeted her friends. "Looks like we really got a great haul. Twilight examined the food and water to make sure it wasn't poisoned. It's all fine."

"I'm glad to hear that." Dawn smiled. "I got plenty of long lasting grease and some extra crystals. Spike took the ones from their own engine. That ship isn't going anywhere for a while. I hope"

"Great job Daddy." Surprise hugged her father. "And I'm so glad you made it back. I was so worried." She then looked at his clothing. "Um... nice butler outfit."

"Oh, this..." he glanced at Applejack who was now blushing, her own maid uniform still on her (and buttoned up thanks to Rarity).

"Y'know, Ah kinda like it." She smirked.

Twilight emerged from below. "Are we ready to get moving?"

"As soon as we get this grease and crystals into the engine." Dawn said before kissing Twilight on the lips. "I missed you."

"I missed you too, but I knew you'd be ok." Twilight was very happy.

"Mommy?"

"Yes surprise?"

"I'm so happy." She hugged Dawn and Twilight both. "We're a family."

"Yes... yes we are." Dawn hugged her back.

"GROUP HUG!" Diane beamed and pulled everypony (and one dragon) into a massive group hug.

The Twilight Dawn lifted from the water once it was clear of the cove, and just in time. Four military craft were approaching, two from the north and two from the south. They could see a fifth as well, the flagship that had been docked at Canterlot.

"Guess they had more crystals than we thought." Spike frowned. "They've got us flanked.. Even if we run for it, they'll pull into firing range and blow us from the sky."

Diane grinned like a maniac. "Oh ye of little faith. The engine is fully running now. Everypony, this is your Captain speaking. Grab onto something and hold on tight." She hit the big, red, shiny button.

...

The High Commander was pissed off. His treasures had been stolen by that hussy maid thief. She had even run off with his prized God Slayer. "I'll make her my eternal slave. She will bare me many sons, and not have a thing to say about it. Her allies, I will skin them all and use their hides as blankets." He slammed his hoof onto the deck. "All speed ahead. They are NOT getting away from us this time. I will not be denied my prize."

"We're within firing range of the main cannon... No, wait... What the hay?" The Gunner blinked and took aim again. "They're going even faster than last time we saw that ship... Twice as fast in fact."

"How?" The High Commander looked through a telescope. "So... that's the highly protected secret of a High Priests personal ship..." He scowled. "We'll never catch them at those speeds... We're heading back home... to Gaea. The Dreadnought is in need of upgrades." His scowl changed to a wide grin.

...

Diane looked back and was satisfied she had lost them, mainly because she couldn't see any ships anymore. "We're in the clear. Switching to normal mode." She hit the button again and the ship slowed before changing back. "I love this button." Diane grinned.

Dawn headed down to check on the engine.

Twilight sighed and started to head below deck when Applejack joined her. "Care for some company sugar?"

"Of course." Twilight smiled. "I missed all of you so much, even though I was on this ship with you."

Rarity joined them as well, as did Fluttershy.

"So, you're going to be a mother." Fluttershy beamed. "That is so wonderful. No matter what it is, I bet it'll be so cute."

"Ah wonder if it'll take after it's ma or pa." Applejack grinned.

"What do you mean by that?"

"Ah dunno. The two of ya are a lot alike." She laughed.

Diane had Surprise take over the helm as she joined her friends. "The only sad thing is..." She hung her head. "Dashie isn't here with us to share this news."

"Somehow... Twilight smiled. "I have the feeling she already knows. She's become a Princess like Celestia and Luna after all. Let's get our rest, and after we make sure they can't find us, set course for home."

...

"Land ho." Fluttershy landed on deck. "I can see the town." She looked at Twilight's star charts. "Wow, you were right on with your navigation."

"It's not that hard to read the stars." Twilight grinned.

I hope your foal is as smart as you are." She nuzzled Twilight's side. "You're showing quite a bit."

"I'm still a long way off from giving birth." Twilight smiled. "Yes Surprise, you're still months away from being a big sister, so stop asking if the baby will be here soon."

"Aww, but... but Mommy..." She smiled from her place at the helm.

Diane came up and stretched. "What a nice nap. Oh, we're home already?" She smiled and took over the helm. "Landings are tricky, but fun."

...

The Twilight Dawn had landed at the special dock that Diane had commissioned. It held the craft perfectly.

The welcome home party that night was one the Heroes of the Elements would never forget.

...

"Have you figured out where they were heading?" The High Commander glared at the Unicorn before him.

This Unicorn had been brainwashed to the point that she did whatever her Master told her, even using her special talent of seeing far away places with her magic. Normal sight seemed to hamper her magical vision, so her eyes had been burned, rendering her blind.

"I... I see a land, across the sea. A town. The ponies who escaped to the seas."

High Commander grinned. "Very good. You earned your meal tonight." He turned to a black cloaked pony at his side. "Rigger."

"Aye High Commander?"

"When I get the co-ordinates from Farsight, you will take the newly constructed Sky Jumper and head for this 'new land'. Your mission is to infiltrate and gather information. In the meantime, learn how to fly it."

"Aye High Commander." The slender pony bowed and vanished into the shadows. Only the High Commander knew that Rigger was a Pegasus who had happily betrayed Equestria in trade of being allowed to live.

As the High Commander relaxed and sat back in his private chambers, there came a knock at the door.

"Enter."

"Ah, good. Has it been transported?"

"Just arrived and is in the main hold."

"Good." He rose and headed for the hold. Once there, he grinned at the sight of the white spear. "So, the weapon that is rumored to have slain another Goddess." He approached.

"Sir, be careful. It was recently struck by lightening and still carries the charge."

"Oh? Interesting..."

The soldier bowed. "We are preparing to disperse the charge." He turned to see a soldier, black scars covered his face and chest. "Ah, here he is."

"And who are you?"

"High Commander, I am third wing pilot, first class Lightening Scar."

"Lightening Scar?"

"I changed my name after the battle at Cloudsdale. I killed the Goddess of Lightening with that very weapon, and only I can touch it while it is charged, but I can't draw it from the stone."

"Then discharge the weapon, and I will see if I can draw this marvelous weapon for myself."

He nodded and grasped the weapon between his hooves, a bolt of lightening surged from the weapon and struck the pony, but did not harm him as the lightening simply dispersed.

"Impressive. You are immune to electricity?"

"Yes, a dying gift from the Goddess, hence my new name... and appearance."

"Very well. Now..." He gripped the weapon with his teeth and pulled, but it refused to come loose. "Dammit.. Can't we destroy this rock?"

"We've tried everything, but it seems unbreakable, perhaps something to do with the weapon it holds?" The first soldier explained.

"Very well... We will keep hold of this till we can figure a way to draw it." The High Commander returned to his quarters.

...

Rigger looked at the strange craft. A solid, flat black in color, with long, back-swept wings. It had three strange pods on it, one on each wing and one on a tail wing. There was no hot air balloon present.

"Well, this looks interesting." He grinned under his cloak and slid into the cockpit.

The Sky Jumper was an experimental craft, supposedly the fastest flying thing on the whole planet.

He started up the new engines, hearing the strange hum from them, then he released the brakes.

The forces he felt as it launched down the launchpad of the new carrier class sky ship nearly took his breath away, but he quickly got it under control. He would have to learn to master this craft before he undertook his mission to infiltrate those who had abandoned him.

...

The High Commander laughed as he wrote down the star-chart co-ordinates of his stolen property. He had the information sent to Rigger and commanded him to begin his mission.

Rigger was more than happy. He took off in the Sky Jumper, towards the new land of the Equestrians. Revenge would be sweet.

...

To Be Continued...