MLP: Love and War

05

His name, Blackmourn. He stands as the High Commander of Gaea's united Military, ranked over only by two High Priests and two High Priestesses.

He sat back on his command chair, much the say way a certain unicorn named Lyra was famous for.

"Report."

"We have arrived at Canterlot."

"Then why haven't we docked?"

"There's a High Priest sky ship docked, the Divine Wing."

Blackmourn scowled. "She's here? Ugh... Fine. I will go see her, assuming she's not in a bad mood." He rose from his chair. "Shadow Mane, you have the bridge." He then left.

...

The small jumper landed on the landing dock and the black armoured Earth pony disembarked. He was met by two members of the Holy Guard. Sure, he 'technically' outranked the pair, but he knew better than to mess with them.

"I am here to see High Priestess Brier Rose."

"And she wishes to see you." One of the guard spoke. "This way."

...

Blackmourn knelt and bowed before the rose colored pony that stood on the utmost remaining floor of the castle. Her back was to him, but she spoke.

"Blackmourn. Such a pleasure to see you again. The invasion is doing well?"

"Very well, aside from a few minor incidents here and there."

"Incidents? Tell me about these... incidents."

"Some thieves managed to sneak aboard the Dreadnought. The made away with a number of power crystals."

"You call that minor?" She spun and hoofed him in the face.

He didn't flinch from the blow, even though it had hurt. "We have tracked their whereabouts. We are here to resupply and give chase."

"Whatever for?"

"Not only are they thieves... but they are the ones who assassinated High Priestess Topaz Star."

"Oh? Now this sounds interesting. Stand by my side and tell me about these assassins. I hear they also made off with her own personal sky ship."

"Yes. They have, and they have defiled it by repainting it and adding weapons."

Brier Rose chuckled lightly. "Is that all? They assassinate my greatest rival, take her property and steal a few power crystals. Do you think this is reason enough to risk travel over the sea to find them?"

Blackmourn nodded. "There is more."

"More? This seems less and less like some minor incidents."

"They have stolen the sword you had gifted me upon my promotion to High Commander."

"Now that is serious. I hear you used that very sword to slay the Dark Goddess, Celestia."

He nodded again. "As well as her younger sister, the Goddess of the Night, Princess Luna."

"Such fine work. Worry not, I will commission a new sword for you. I can't have my High Commander using a common soldier's sword." She eyes the weapon at his side. "This new one will be a magical weapon, enchanted by Unicorn magic."

Blackmourn winced. "Unicorn magic?"

"Oh, not by unicorns. I would never think to allow them to use magic." Brier Rose turned to face Blackmourn. "The horns from powerful Unicorns we have captured will be used in the creation of your new weapon."

Blackmourn looked a little surprised. "We have finally mastered the technique to do that?"

"Yes, my own personal smiths and alchemists have done so. Not only that, but under my command, they have created a new tool, something we High Priests and Priestesses only deserve." From under her cloak emerged a pair of slender metal wings.

"Wings? But... The power of flight belongs only to the Goddesses, not counting our Sky Ships."

"Come now. The Goddesses have been slain by your own hoof. We are now the most powerful in all the lands. We will transcend our mortality and become the new Gods and Goddesses." She folded her wings.

Blackmourn had seen the straps that held the wings in place. (This power is truly not yours High Priestess. It is no different than our sky ships.) "I understand. I pray for the day you ascend to godhood." He bowed and kissed her hoof.

"I will have the Divine Wing moved so you may resupply. In the meantime, come. I wish for your company tonight." She turned and brushed her tail under his chin.

...

Shadow Mane sighed as the Dreadnought finally docked. He had received his orders.

"It'll only take a couple hours to resupply... Why is he spending the night here in this place?"

One of the pilots looked over her shoulder. "Beg your pardon sir? I heard High Commander Blackmourn was to entertain High Priestess Brier Rose tonight."

Shadow Mane's features darkened. (I used to be her favorite.. Damn him for being endowed larger than myself... and being better looking, a better fighter... Ugh... I hate him so much... and I just HAD to be assigned to serve under him... This should have been my command, but NOOO.)

"Commander?"

"What?"

"Time for shift change." She smiled at him coyly.

"Very well." he grinned. "I don't need to be on bridge at this time." He walked past her. "Meet me in my quarters once shift change is done."

...

Twilight Sparkle re-adjusted how she was laying on the bed. She was now five months into her pregnancy, and showing it.

Dawn walked into the bedroom of their home. "Good morning love." His coat was nice and clean from a recent bath.

Twilight smiled at her beloved. "How was it?"

"Well... I took the whole engine apart, cleaned and re-greased everything that needed it, and re-assembled it. Captain Diane took her for a short flight and it was running better than ever."

"I'm glad to hear that." She patted the bed. "Come lay with me a bit."

Dawn crawled onto the bed and snuggled with Twilight. "How are you feeling?" He rested a hoof on her belly.

"I'm fine. A little difficult to get comfortable at times, but I'm fine."

Dawn nibbled on one of her ears. "I'm glad to hear that."

"That tickles." She giggled.

They then heard the Twilight Dawn's return as it landed at its personal dock.

"Diane and Surprise are back." Spike said as he walked through the open door.

"That was quick." Dawn raised an eye. "Did it look like there were any problems?"

"Didn't see any. I was just outside when they docked."

Twilight nudged Dawn. "Go. I know you're dying to check out that engine."

"I'll go only if I hear there's any problems. It sounded like it was running very smoothly."

Twilight smiled and rested her head against Dawn. "That makes me happy to hear that."

Spike blushed. "I... I think I'll go say hello to Diane and Surprise."

...

Diane patted Surprise on the shoulder "Your very first landing. You pulled it off perfectly."

"I have a great teacher." She beamed a smile. "I kinda wish we could make another sky ship though. I'd love to race you."

"Do NOT mention that idea to your father. He'd jump on that idea right away... and tear this ship apart in the process to learn how to make another one."

"That's not a bad idea... making a new one I mean, but I don't want to see the Twilight Dawn damaged. Too bad we couldn't just go steal another one."

Diane grinned. "Who says we can't?"

"The Gaeans?" Surprise replied. "I bet they'd have plenty to say about that, and none of it very nice at all."

"True, true." Diane smirked as she watched two ponies moor the craft. "So... wanna join the pool? We're all taking bets on what your little sibling is going to be."

"Um... I just want my brother or sister to be healthy and cute. I don't care what gender it is." Surprise smiled.

Diane then spotted Spike.

"Permission to board." He called out.

"You never have to ask for permission." Diane beamed at the brave little dragon.

He boarded and walked over to the helm where the two ponies were. "Twilight is really showing. She's not even half way there yet... six more months..." He sighed.

Surprise hugged Spike. "What's bothering you, little brother?"

"Hey, we're not even related." Spike blushed.

"I know, I know. But I've heard you in your sleep. Mommy Twilight. That's so cute."

Spike REALLY blushed and tried to speak, but could only stammer incoherently.

Surprise and Diane giggle at Spike's expense.

...

Rarity looked out her window at the growing town. She looked over some reports and frowned.

Not even a third of Equestria's population had reached the new land. Even worse, less than a quarter of the Pegasai had made it. She had spoken with their current leaders and learned that the Prince had not made it, an injury he acquired during the escape had finally claimed him.

She knew Fluttershy would be at the funeral, up in their new cloud city they were building.

So may Unicorns had been killed or captured as well... with under a third of them having escaped, her own mother and father among the missing or dead.

The largest percentage to escape... The earth ponies. Over half the population of the refugees consisted of the sturdy earth ponies.

In total, there was about 6,500 ponies... out of what had once been a population of over 20,000.

Rarity wiped away her tears and looked over at Sweetie Belle. She was just sitting in front of the window, staring out at the sea.

"Sis?"

"Yes Sweetie Belle?"

"Why did the bad ponies take mommy and daddy away?" The coat under her eyes was stained by tears.

Rarity rose and came over, giving her little sister a hug. "All we can hope for is that they are still alright and that we will see them someday. We still have each other after all." Rarity felt the tears in her own eyes. She too really missed her parents. (Someday...)

...

Applejack pulled the covers over the newest member of their family, Scootaloo. The poor thing was just miserable with the loss of her parents. Applejack had gone so far as to send message to all the other new settlements that were being built along the coast, as well as the new Pegasus city.

All responses she had received had been negative.

"Applejack?" Apple Bloom entered the room she was sharing with Scootaloo.

"Yes Sugarcube?"

"Can we talk?"

"Ah course." She followed her little sister into the small living room and sat down with her. "What's bothering you?"

"It's just that... Scootaloo... She's hurtin' so much. Ain't there anythin' we can do for her?"

Applejack shook her head. "Ah done all Ah can. We ain't heard nothin' bout her folks." She looked back at the bedroom. "All we can do is be her new family."

Apple Bloom hugged Applejack. "Ah best be gettin' to bed. G'nite." She then headed off to bed.

The orange and blond mare frowned. She was about to go to bed when there was a knock at the door. "Who the hay could that be at this hour?" She walked over and opened the door.

"Special delivery." Ditzy Doo, still delivering mail as though nothing had happened.

"Thank you." She accepted the letter. "How's Dinky doin?"

"My little Muffin is really sad that so many of her friends are gone." The odd eyed mare frowned. "But I think she's going to be ok. She's such a little sweetie, and so brave."

Applejack smiled. "We have some fresh muffins. Wanna come in an rest ya wings for a bit?"

"Muffins?" Her eyes lit up and she trotted in.

...

"SCOOTALOO!" Applejack rushed into the bedroom, startling the young filly awake.

"A... Applejack?"

"Whatcha' hollerin for?" Apple Bloom rolled over and cracked her eyes open.

"Scootaloo! Your parents... They've been found."

Scootaloo's eyes went wide. "Th... they have?"

"A new ship landed in the town just to the south. They were on it." Applejack smiled brightly. "Ah wanted to tell ya right away las' night, but Ah thought ya'd be needing your rest for the trip today."

"We... We're going to see my mom and dad?" Scootaloo was up and out of bed, as was an equally excited Apple Bloom.

"Get ready an we'll be off after breakfast." Applejack was so glad. Finally some good news... Now only if Rarity and Sweetie Belle could be so fortunate.

...

The news of the new ship had spread like wildfire, bringing hope to everypony in many settlements up and down the coast.

The small town had to refuse letting everypony through the gates and requested they wait in the pastures outside the walls. Other ponies from town started by finding the names of the ponies who had arrived, and then searching through the waiting ponies to find families, friends and loved ones.

In total, thirty four ponies had arrived.

Scootaloo was prancing excitedly as she waited for her parents to appear.

And when she finally saw them, her heart sunk.

The bandages on their sides... They were without wings.

But still, she rushed over to them and gave them huge hugs, tears of joy pouring from her eyes.

Applejack and Apple Bloom walked over. "Ah so glad y'all made it. How'd y'all escape?"

"It was a miracle.." Scootaloo's father spoke. "A single pony, a Pegasus, he came out of nowhere and fought off over a hundred soldiers." He patted Scootaloo's head as she leaned against him, hugging him. "He helped us escape and showed us to the ship. There were sixty of us who escaped... but without our wings..." He looked at the fresh bandages. "They cut all our wings off and were experimenting on us."

"Land sakes... but... only half of ya made it?"

"We were the lucky ones... We lived on the ground with you wonderful Earth ponies and Unicorns. We only survived because we were able to fight off our depression, thinking only of the day that we may find our families and friends again. The others... the depression took most of them, and a few died from injuries or side effects from the experiments."

Scootaloo looked up at her father. "Why would they do such a thing? Who was the Pegasus that saved you? Was she blue with rainbow mane and hair?"

"No, he was a silver coated Pegasus stallion. He gave us the ship and told us to find our families." He smiled at Scootaloo. "I guess we'll just have to live as we always have, without the weekend flights."

Scootaloo looked at her mother. Oh how she had loved to fly, and even though she was smiling, she looked so sad.

"Mom?"

"I... I'll be ok Scoots. We have you, and you're safe." She looked too Applejack. "They're still experimenting on Pegasai they've captured. Unicorns also. Something about creating new weapons."

"New weapons?" Applejack frowned. "Ah gotta get this information to ma friends. If there's any chance ta save em, we gotta try." She smiled at Scootaloo's parents. "Y'all welcome to stay with us till ya get yerselves settled."

"Mom? Dad? Did that Pegasus who saved you come with you? I wanna thank him."

"I'm sorry sweetheart. He stayed behind. He said he had more lives to save."

"But why Mom? He's a hero. What was his name?"

"He never said, but his coat was silver, and his mane gold. He had a golden and white lightening bolt for his cutie mark, and he was so brave and strong, just like Applejack." She smiled at Applejack, who blushed a little at the praise.

"Ah ain't as brave or as strong as Ah'd like to be." Applejack countered. "Sounds like we got a wonderful friend on th' other side ah the sea." She looked out over the sea and hoped this mysterious Pegasus would be alright.

...

Starlight Bolt looked out over the prison encampment and research labs in the valley below. He sighed, knowing that in this horrid place, many Unicorns were being mutilated, their horns cut off or downright ripped out of their skulls.

He had learned that they were using these horns to create magical weapons. This was something that made his stomach turn.

His silver coat was dull with dust, his golden mane plastered to his side from sweat. His tail, a little singed on the end, and a tangled mess.

He was covered in light cuts and bore scars from his many fights.

Starlight sighed and limped forward. He had to risk it all if he wanted to save the lives of even a few more before he died. He could feel the poison coursing through his veins, the pain nothing compared to the anguish he knew all the others were going through.

He had no idea how he had survived this long with the Wingweed poison in him. Sure, he could no longer fly, and clouds were no longer a place for him to hide.

But a week... a whole week he had survived so far, fighting for the sakes of all others. He would sooner give his life in hopes that others may escape to the new land he had heard about. This poison would not take his life.

...

It had not taken long after Applejack's return for the Twilight Dawn to be flying as fast as it normally could over the sea.

Twilight had been adamant about coming. She would never give up. She knew the dangers, but the moment she heard about this brave Pegasai, she knew they had to help him, that there was at least some small chance that more lives could be saved.

"How much longer till we arrive?" Rarity asked.

"My star charts tell me we should be over land in a couple hours." She looked up at the night sky. This month had been hard on her, considering her condition, but she refused to let it stop her from trying to save lives.

They approached the southernmost coast of Equestria, where they had heard this Pegasus had been mostly active.

It seemed that this region had been mainly turned into a lot of prisons and research stations. Twilight just hoped that they would find this brave pony.

...

Starlight leaned against a wall, blood dripping from his mouth. He had managed to free at least thirty unicorns, as well as five who still had their horns. They had vanished into the hills.

But he was not with them. He still had to find some way to destroy this place, as he had four others.

But this time, they had, for the most part, been ready for him.

He was glad that their sleeping poison didn't effect him for some reason. The Wingweed on the other hand, was starting to make his vision blur.

Starlight shook his head, hearing a large group of soldiers closing on his position. He stood up and moved. (This time... I guess I won't get the job done so easily...)

"He went this way." A soldier called out, following the freshly spilled blood.

Lots of soldiers followed him, and they finally caught up to the slowly limping Pegasus In moments, they had him surrounded.

"Give up, we have you surrounded."

Starlight took a quick count. "Only twenty nine of you? I must apologize, but do you think you're enough? I've defeated larger numbers than this." He reared up on his hind hooves, a pair of steel leg blades springing forth.

"Take him down." And all the soldiers took aim with their dart launchers.

"Sleeping poison? I'm immune to that." He grinned, standing ready, even though his battered body really just wanted to lay down, close his eyes and sleep one last time.

"FIRE!"

Twenty nine darts flew with blinding speed at their target.

But they were somehow all deflected by some invisible barrier.

Before they had even a moment to think what had happened, a white and gray sky ship seemed to appear out of thin air, a row of four cannons locked on them. From the deck, a purple unicorn called down. "Drops your weapons or we will be forced to open fire. These guns are loaded and aimed right at all of you."

"If you fire, you'll kill the Pegasus as well." The lead soldier laughed. "Then what will you do?"

A white unicorn stepped into view. "Dear me, have you not noticed? He is shielded by my magic. He hasn't even receive a scratch, but you on the other hoof. I wonder if they'll be able to identify you from what few parts might remain."

The soldiers all looked at each other and lowered their weapons.

In that moment, a yellow and pink streak flew down and scooped the injured Pegasus up. Not a moment later, she landed on the deck of the ship, her passenger collapsing.

"Captain, time to leave."

"W... wait..." Starlight gasped. "We... have to... destroy the main building... destroy their research."

"You heard him." Twilight commanded. "Take out that building."

The cannons roared, the cannonballs slamming into the building and exploding. Diane spun the ship around and another barrage was fired, reducing the structure to a burning heap of rubble.

Then the sky ship faded away into nothing.

...

Starlight Bolt had passed in and out of consciousness for what felt like forever. Each time he opened his eyes, even if for a moment, a beautiful butter yellow Pegasus mare was there.

He had no idea how long he had been under hear care, but finally he opened his eyes, and they stayed open.

He was not in agonizing pain anymore. He was not burning up at all. He was still sore, and quite stiff. He looked over, and there she was, the beautiful Pegasus who had snatched him from certain death, not that he wouldn't have taken at least a few of the soldiers with him.

"Oh, you're awake." She used a ladle to scoop water from a pail, then held it to his lips.

Starlight sipped at the delicious water. "Thank you."

"How are you feeling?"

"Very well, thank you. My name is Starlight Bolt. May I have the pleasure and honor of your name?"

She blushed, looking shy, but she spoke in the sweetest and softest voice he had ever heard. "Fluttershy."

"Fluttershy. A pretty name." He then saw her blue/silver wing and gasped. "Wh... what is that?"

"Oh, this?" She stretched the wing.

Starlight looked the wing over. It was not held to her body by straps, like those he had seen in research labs. The feathers were not made from Pegasus feathers, but looked like they were made out of the same metal. It seemed to emerge from her shoulder, and almost looked like it had grown naturally from her.

"This is a magical wing my friends and the Princesses made for me." She smiled and folded the wing back.

"Amazing." He tried to sit up, and with Fluttershy's help, did so. He suddenly became aware this room was rocking slightly. "Where are we?"

"Aboard the Twilight Dawn." She smiled. "Do you want to get up and stretch your legs? I'm sure the others would be glad to see you're feeling better."

"Please, lead the way dear Fluttershy." He bowed and followed the blushing mare.

Up on deck, he felt the wind flowing through his mane, and he relished it. "Ah, to feel the wind like this." He looked around, and indeed this was a sky ship, but not like any he had ever seen before. "Amazing."

"Welcome aboard the Twilight Dawn." A pink pony waved from her position at the helm. "I'm Captain Diane." She pointed to a white and blond pony. "That's Surprise. We were flying the ship and firing the cannons last time you saw any of us."

"You were really in bad shape when we saved you." A familiar lavender mare spoke, standing next to a large, white Earth Pony with black mane and tail. "I was able to remove the poisons that were in you. You were burning up really badly too."

"You... removed Wingweed poison from me? I thought magic didn't work on it?"

The only other stallion on the ship spoke. "Twilight is especially talented with magic, that, and she's cured another Pegasus from the poison before."

"I see..."

"How long did you have that poison in you?" Twilight asked. "It took me three days to remove it all. I thought we were going to loose you for certain."

"Three days? I see, then I was hit by a dart with that poison a week before you rescued me."

"A WEEK" Everypony gasped.

Starlight looked around, realizing there were even more present, as well as a young dragon.

"Yes. I've always had a high tolerance for toxins." He smiled and bowed. "Permit me to introduce myself to my saviors. I am Starlight Bolt."

"Starlight?" Twilight gasped, recognizing the name from from stories Dash had told her. "Then you know Rainbow Dash."

"My big sister? Ah, well, half sister on our father's side. You know her? How is she? Have you seen her?"

"Ah sorry sugar.. But Rainbow Dash is dead."

Starlight looked shocked. "H... how?"

"She died valiantly in defense of Cloudsdale." A white unicorn replied.

"I... I was there during the fall of clouds dale. Wait... the Sonic Rainbooms, those really were her?" Starlight smiled. "She's always been the most loyal pony I've ever known, willing to risk her life for her friends and family." He then paused. "Wait... the one I saw there had a striking resemblance to my sister, but, there's no way that pony could have been her. It was an Alicorn, and I heard her name, Princess Rainbolt."

"Um... Everypony? May I tell Starlight Bolt the story?" Fluttershy was still blushing a little.

"Yes, of course." Twilight smiled. Their shy little Fluttershy was coming out of her shell.

...

"Rainbow Dash... became a Princess just like Princess Celestia and Princess Luna? How? It sounds so amazing."

"We think it's because she somehow survived the Wingweed poison. Her fever nearly killed her, but she transformed." Fluttershy said before pulling the blanket back over the still injured Pegasus "Oh, and because you survived the poison, you'll be immune to it from now on."

"That's some really good news. I really do not want to go through that again." He looked up at the ceiling "What are we going to do now? Are you planning on taking me back to the new land I've heard about? If so, I'll be getting off now. I have to try to save as many of my country folk as I can."

"No, we're not going back just yet." Twilight said as she entered the room.

It was just now that Starlight noticed. "You... you're pregnant? What are you doing coming here? Equestria is a very dangerous place. More-so for Unicorns and Pegasai."

"I'm aware of my condition, thank you. As for why I am here, I believe we stand a better chance of saving lives working together than by working on our own."

Starlight smiled. "You're right, of course. I have been fighting by myself for so long. I had allies and friends fighting alongside me, but one by one... they were either captured and taken away, or killed in battle." He sighed. "So, Lady Twilight. What do I have to do to get a bite to eat around here? If I can get my strength back, I'm sure I'll be of some use in this venture."

...

Fluttershy climbed up on deck and stretched her wings, catching the wind just enough for her to lift a few inches off the deck. She closed her eyes and just glided.

To any on the ship, it was a strange sight. It looked like she was simply suspended motionless in the air.

Starlight emerged to this sight, and could only stare in awe. As soon as he realized he was staring, he smiled and walked next to her, and stretched his wings as well.

He felt his hooves lift off the deck, and he glided next to her.

Fluttershy glanced at him and smiled. "You look like you are feeling better."

"Indeed. Lady Rarity and Lady Twilight are certainly gifted with healing magic."

"Not as gifted as Twilight dear, but I do what I can." Rarity smiled from her position off to the side. "You two just look darling gliding next to each other."

Fluttershy blushed and leaned sideways slightly, and she promptly glided off the side of the ship.

Applejack peeked over the side and saw Fluttershy flapping her wings, and in moments she landed back on deck. "Ya okay sugar?"

"Um.. yes." She blushed and glanced at Starlight as he gently settled back on the deck.

He walked over and smiled. He didn't say anything before he rushed to the railing. "Oh no... A Destroyer below us."

Diane laughed. "I know. Isn't it great?"

"Great? Do you know how many towns those things have destroyed?"

Diane was still grinning. "That's why we're going to take it out. Ready Rarity?"

"Always." Her horn started glowing, but nothing seemed to happen.

"Y'all might wanna hang onto somethin."

He didn't ask why, but grabbed the railing. A moment later, he felt like he was free-falling "What are you doing?" He cried out.

"Taking aim." Applejack was grinning as well.

On the other side of the deck, next to Rarity, a young blond mare was free-falling, not holding onto anything. From the look on her face, she was having fun.

Then the Twilight Dawn started to level out, and she touched back down on the deck.

"FIRE!" The stallion named Dawn Glimmer yelled.

Applejack and Surprise kicked at some hooks on the side of the railing, releasing something.

Starlight looked over the railing and watched as two metal spikes plummeted toward the ship.

They hit the balloon perfectly, ripping small holes through it, as well as slamming into the deck.

"What good will little holes like that do?" He said moments before those spikes explodes. The balloon was ripped to pieces, and the ship itself was split in half.

Starlight's eyes were as wide as dinner plates

"Perfect shot." Diane grinned.

"Next time, warn us before you do something like that." The small dragon whined. "I still have a few years before my wings start to grow in."

"Amazing." Starlight was VERY impressed. This was the second time ever that he had seen one of those sky ships get destroyed.

"It's not over yet." Dawn warned. "I can see IT." He pointed north.

Everypony looked, and many went pale.

"That... that's the Dreadnought." Starlight stood firm. "You're not thinking of attacking it... are you?"

"Well... duh. Of course not. Even our spike bombs can't pierce the balloon armor That thing is indestructible"

"From the outside." Applejack grinned.

"Wait... are you seriously thinking of trying to land on that thing?"

"No way. The Twilight Dawn may be a lot smaller, but it's still to big to land on it." Diane replied, looking like she was about to try something crazy.

Twilight sighed. "Okay, all of you know the plan. Starlight, you have to come below deck with me. You're still not healed enough to fight."

"I have fought while in far worse condition."

Twilight poked him in the ribs and he collapsed, nearly crying in pain. "You were saying?" She deadpanned.

"You win..." He crawled below deck with Twilight.

...

"Sir, we have spotted the enemy sky ship."

"Again?" Blackmourn grinned. "Excellent. Give chase."

...

"Here they come." Diane started to ascend higher and higher.

"DIANE! HARD RIGHT!" Dawn warned.

Diane did so and watched as the Dreadnought shot past.

"Wh... What the?" She looked too see a familiar wing design emerging from the massive ship. "No way! They stole our trick." She spun the wheel and tried to come about before they could be lined up by the huge battery of cannons on the ship.

Skill and luck was with her as she neatly skidded the ship sideways along the top of the Dreadnought's armored balloon "NOW!"

Dawn, Applejack, Surprise, Rarity and Fluttershy jumped from the side of the ship and onto the balloon She then spun the wheel the opposite way and kicked a lever, taking the ship into another dive, below, behind and away from the Dreadnought.

...

Twilight simply sat on the bed, her horn glowing gently, keeping everything in the ship from flying everywhere.

"Um... does your Captain know what she's doing?" Starlight was clinging tightly to the bedpost.

"She's the best pilot I know of, and Surprise is the second best." Twilight said as she looked into a trio of mirrors.

"Lady Twilight, beg your pardon, but is this really the time to be admiring yourself?"

"No, it is not. I'm using these mirrors as a focus to watch my friends. They're going to try to blow up the engine and the bomb bay. That should at the very least disable them."

Starlight relaxed his grip, realizing that no matter how the ship seemed to weave, spin, or even (somehow) go upside down, his hooves remained on the floor. "I must say, you ARE the most skilled unicorn I have ever met."

"Thank you." She smiled. "Wonderful, they all made it onto the ship."

Starlight peeked over her shoulder. All he could see was his and Twilight's reflections, but her eyes were closed.

(I better not disturb her.) He decided to just lay on a rug on the floor and wait.

...

Getting onto the Dreadnought had been the easy part. Staying on the ship was another matter entirely.

Had it not been for ropes with hooks on one end, they would have simply slid off the side and plummeted to their dooms. Well, Rarity might have been able to save herself with her shield spells and Fluttershy, they didn't have to worry about her at all.

...

"They HIT us?" Blackmourn scowled. "Did we at least damage them?" he looked behind the Dreadnought, over the railing.

The enemy ship was not in peaces, or smoking. It didn't look damaged at all.

"Curse their luck... Or is their pilot so skilled that they could perform such an evasive maneuver?" He looked down at one of the pilots, who was currently sweating bullets. "Well? What are you waiting for? Turn this beast around so we can at least fire our cannons... Hmm, next upgrade, rear facing cannons..." He looked at the spinning propeller blade and sighed. "Maybe not..."

...

The infiltration team slid down the length of rope, swung down and onto the main deck, spread out from each other.

Applejack looked around and realized she was on the bridge deck. "Ah snap." Applejack cringed as the black armored pony from before turned to face her.

"Well well, what do we have here?" He actually smiled. "You sure got me last time we crossed paths. You certainly are one remarkable mare."

"Why thank ya." Applejack knew she was in trouble as over thirty soldiers rushed up and surrounded her.

"Hold your weapons."

"High Commander? This is an intruder, and there are more spread out over the main deck."

"You deal with the others. I wish to tend to the lady here on my own."

"Y... Yes sir."

Applejack watched as they retreated to cause grief for her friends. She turned to face the High Commander as he descended the stairs. "I welcome you once again to the Dreadnought. My name is Blackmourn, High Commander of the Gaean Military. Hmm, I guess rank means little in this situation."

"Whatcha mean by that?"

"I mean, surrender, and we will not blow that nice sky ship of yours out of the sky. You are spirited, and I honestly have been unable to think of any mare as beautiful as you."

"Now listen here ya varmint, I ain't interested in no smalltalk." She drew her sword, the very one she had stolen from the pony she now faced.

"That weapon, truly beautiful. It pales in comparison to your own." He then drew his own blade. A glowing blade crafted from a black metal.

They then rushed each other and the fight was on.

Blackmourn was by far the more skilled with the sword, much to Applejack's dismay. She hissed as the blade nicked her shin, having cut through her steel leg guards like was thin paper.

Applejack spun around, giving Blackmourn a good view of her flank and all she had to offer... namely her steel shod hooves.

He weaved to the side, taking a glancing blow to the side of his face.

(Damn... if that had hit me, my head would have been crushed.) He parried Applejack's sword as her spin came about. Her sword skills were not the greatest, but her hoof to hoof fighting skills was quite impressive.

She would lash out with her forehooves, then spin and come in with a rear buck, finishing off the pattern with a sword slash.

(That's her pattern... And with some good speed and balance, and more power than I could imagine in a beautiful mare like her. Unfortunately, as much as I wish to make her mine, I realize she would be too dangerous.)

He waited for her to start her attack pattern again after trading sword blows. He was just playing with her now. As she started her rear buck, he ducked low and kicked off the wall behind him. He slid under her and slashed.

Applejack didn't feel a thing, even as she finished her spin. She looked around and wondered how the hay he had gotten behind her. Then she felt it.

Pain erupted from her right foreleg as it fell clean off, severed just below the shoulder.

She screamed in pain, dropping her weapon.

"Come how." Blackmourn sheathed his blade and stepped back. "You certainly can't be defeated by a cut."

C...Cut my ass." She swore though gritted teeth. "Y'all c... cut mah leg off." Tears streamed from her eyes and she grabbed her sword again.

"Hmm, yes, and now you just look wrong. Out of balance." He grinned and jumped forward. He landed right in front of the startled Applejack and weaved sideways, his blade coming out again.

Again he jumped back and sheathed his weapon.

Applejack stepped back, then fell on her face. Her other foreleg had been cleanly severed this time.

"Now you look uniform... A shame I must now cut your head off before I deal with the rest of your bothersome friends. If things had been different, I could have showed you my love." He approached her, drawing his blade and raising it high.

...

Rarity was lucky she had cloaked herself, evading notice. She noticed that Dawn had landed right in front of the doors to the Engine room and felt relieved

Even as she spread her disks, creating the illusion of fire erupting on the decks, she spotted Surprise already engaging the enemy soldiers.

She couldn't help but admire the young one's skill and flair. She fought like she was an army of her own with just her leg blades and dart launcher.

Soldiers were panicking at the sight of the flames, running around trying to put them out.

She took advantage of this to head toward Dawn.

Before she got close, she spotted nearly thirty soldiers coming down off the upper bridge deck.

This was not good, as they were all heading toward Dawn.

Dropping the flame illusion, she launched her disks into the oncoming soldiers, cutting down five before they even realized they were under attack.

She then realized that half of the remaining soldiers were closing in on her.

Her invisibility had failed, leaving her exposed.

Dawn turned and charged right into the fray, his hooves suddenly glowing as he lashed out with a kick that nearly ripped a solder in half. He moved with almost blinding speed as he fought.

Rarity countered by creating four illusions of herself and pressed her razor disk attacks.

But there were too many, even as her illusions were cut down by dart fire.

She felt a few stings on her side, neck and flank. She gasped as everything went dark.

Dawn couldn't reach Rarity, too many soldiers were coming from below deck for him to handle.

He and Surprise were backed against the wall, surrounded by more soldiers than they could easily count.

"I... I'm sorry Daddy..."

"It's alright sweetheart" He stepped in front of her and reared up to his full height, towering over most of the soldiers. He then brought his glowing hooves down onto the deck with all his might.

The deck-boards splintered and the entire ship shook as though it had been hit by cannon fire Many soldiers were knocked clean off their hooves, while the rest were forced to brace from the impact.

Surprise took this moment to make a rush for the engine room doors. She hoped she could make it in time to plant a bomb to two.

Dawn rose again, his eyes starting to glow as well, his strait mane and tail flailing about like it were made of black fire.

The lavender six point star on his forehead was blazing brightly as he slammed the deck again.

...

Blackmourn staggered and was forced to keep his balance. (What was that? Are they firing at us?) He looked around, but the smaller craft was still out of range. Their cannons were not smoking. (If they didn't fire at us... what happened?)

...

Spike grinned as he rested the long barrel of a new weapon on the railing and took aim through the scope. "I really hope this thing works like it should..." He glanced at Diane. "Can you get us a little closer? I can't hit any of them from here."

"Sorry Spike. No can do. Any closer and we're in range of their guns." Diane called out as she pressed the red button, a very Pinkie Pie grin crossing her face. "I have an idea though."

Spike was glad he was wearing a harness at the moment. He grinned as the Twilight Dawn accelerated rapidly, gaining altitude.

"Keep aiming and get ready to fire. This is going to be the most awesome move ever." As she flew over top the Dreadnought, the Twilight Dawn flipped upside down and descended, bringing the deck into view.

Spike was feeling dizzy from this insane maneuver, but kept himself in check. He took aim at the upside down enemy deck and opened fire. The powerful dragon-fire propelled round, created to pierce through armor with its steel jacket, cut down three soldiers with one shot, and injuring a fourth.

Then the Twilight Dawn dropped below the much bulkier Dreadnought and out of sight. A moment later the ship righted itself, but was swaying uncomfortably.

"Please don't EVER do that again." Spike yelled, then felt his earlier meal coming up. Thankfully he was already right by the railing. "BLARG!"

...

Blackmourn steadied himself after the ship shook a second time. He had watched the upside down ship come into view for only moments while a sniper had opened fire with some strange weapon. And in moments it had dropped out of view again.

He gritted his teeth, biting hard onto his sword grip. How could they fight such a fast craft with an insane pilot? Sky ships were NOT meant to go upside down for any reason, nor were they even designed to do so.

He turned his attention back to Applejack and rose high, ready to bring his sword down for the final strike.

Then he saw it, a glint of blue shining in the sunlight. He looked up in time to see a small yellow Pegasus. On her right shoulder was a strange looking launcher, and an even smaller bunny with an oddly green glowing eye.

"YOU HURT APPLEJACK!" She screamed, tears in her eyes.

He could have sworn the bunny flipped him the bird before pulling the trigger.

He was far too surprised to avoid the shell that impacted into his chest. It exploded with some really sticky substance, pinning him to the deck.

The Pegasus, with that strange, beautiful blue wing approached, her soft green eyes not looking so kind at the moment.

"You hurt Applejack. I should forgive you and give you the chance to make up for what you have done... but... but I know some can never ever be good." He stood over him how, her metal wing spread wide.

He dropped his sword. "Wait... I... I'll be good. I'll let you all go."

"NOT. GOOD. ENOUGH." And the wing came down.

...

Shadow Mane watched through he window of his quarters. That little Pegasus mare... she had just beheaded his superior... and his most hated rival... with her WING of all things. These Pegasai were insane.

"Thank you little one. You've just done me a great favor" He said to himself, grinning. "I just got promoted to High Commander." He was so happy that he could dance.

Then the entire ship rocked and he slammed hard against the wall. He was knocked unconscious.

...

Dawn had been thrown against the railing when the explosion had happened. He looked and saw the smoke billowing out of the engine room.

"SURPRISE!" He cried.

"Don't worry Daddy." She popped up from behind a pile of stunned soldiers. "I set a bomb and got out of there.

Dawn smiled back at her. "You are just amazing, you know that?"

"You really think so Daddy?"

"Yes. Let's get out of here. Gotta find the others first."

"I think Applejack is up on the bridge, and I think I saw Fluttershy head up there as well."

"Okay, what about Rarity?"

"I... I don't know. I saw her earlier, but you know how she can vanish. Let's go check on Applejack and Fluttershy."

They charged up the stairs and saw the blood-splattered Fluttershy, standing over the beheaded High Commander.

Then they saw Applejack, covered in blood, her own blood. She looked to be unconscious, still tightly gripping her sword.

Surprise headed for Fluttershy while Dawn went to try to help Applejack.

"Fluttershy... the Dreadnought's going down. We have to get out of here."

She shook her head and seemed to come around. "Surprise?" She then saw the smoke and could feel the ship was starting to descend rapidly. "Oh no... Applejack!" She spun around to see Dawn hauling her onto his back.

"We have to go NOW!" He yelled. They looked toward the back of the ship. The massive blades that propelled it forward were not spinning any longer. They took a gamble and ran, jumping from the ship.

As they had hoped, the Twilight Dawn appeared along side of them, diving at the same speed. It maneuvered and scooped them onto the deck before pulling up and then away.

Surprise shook her head and jumped to her hooves. "Rarity? Where are you Rarity?"

...

"So..." Shadow Mane stood over the now chained unicorn. "You thought you could destroy the Dreadnought? She's equipped with backup engines for just such an emergency." He grinned. "I've heard about your impressive magic, and I think I will be making use of it. You belong to me now."

Rarity would have had a few choice things to say, but she was still drugged by quite a few sleeping poison darts.

...

"We have to go back for her." Surprise cried.

"I agree..." Twilight said as she used her magic to bind Applejack's horrible injuries. She would never walk again... "But... Applejack is in dire need of healing..."

Dawn had managed to pry the sword from her teeth and place it back in its sheath. He looked at Applejack, then at Fluttershy who was crying. He looked at her wing and something came to mind.

"We can still rescue Rarity."

"How? There's too many soldiers on that ship." Surprise, though she had done very well in the fight, had been cut up quite a bit and was covered in bandages.

Dawn was in no better condition.

"Once Twilight has stabilized Applejack, she can heal us up. Our injuries are nothing compared to hers." He looked at his beloved, then at Applejack. The farm mare had been injected with sleeping poison to help her from feeling pain she was most likely in.

Starlight entered the room, still looking green from the insane flight earlier. He saw Fluttershy and approached. Angel Bunny looked up at him, a stern look on his face. Their eyes met a moment, and Angel seemed to calm down.

He lay next to the still blood coated Pegasus "Fluttershy... Applejack will be alright. Twilight is healing her. Let's go get you cleaned up, okay?" His own soft voice seemed to reach Fluttershy. She leaned against him and cried her eyes out.

...

Fluttershy was now asleep in her own quarters, and Applejack was sleeping soundly.

Twilight was exhausted after healing Dawn, Surprise and finishing healing Starlight's wounds.

"I'm totally drained..." She sighed as she lay down on the bed she shared with Dawn."

"You did a wonderful job healing all of us. Rest now. I have to talk with Diane." He kissed her and covered her with a warm blanket before heading up on deck.

Spike was at the front of the ship, keeping a lookout.

Dawn approached Diane. "Diane?"

"Is Applejack going to be alright? Could Twilight heal her legs?" She looked miserable, her own face stained by tears.

"She's healed... but Twilight could not regrow her legs. Maybe if they kept at it for years, but Applejack would never fully recover."

Diane frowned. "What about Rarity? We're effectively down two of our team."

"We might be able to ask Starlight Bolt to help us, meaning we'd be short one, but... no matter what I say... We've been dealt a harsh blow."

"What now?"

"I don't want to abandon Rarity. The Dreadnought has been dealt a crippling blow, but it didn't looked like it was going to crash as we hoped. I think they might have a second engine..."

"Ooh... not good if they do." She looked ahead. "Again I ask... What now?"

"If we can recruit more ponies who can fight, we might be able to mount a rescue and finally bring that monstrous ship down from the sky."

"So... we look for help? Where? Just about everywhere was taken over by Gaea." Diane then glanced north. "Well... maybe the Gryphons. They have a friendship with the Pegasai. Maybe Starlight and Fluttershy can convince them to help us out."

"A great idea. Head for the northern Gryphon Kingdoms, but do not cross their borders... I know nothing about them at all."

"Well, they're half lion and half eagle. They're bigger then us ponies, really fast fliers, and they're really strong too. I met one once."

"Interesting. Anyway, I need to rest. I'm drained. Are you going to be okay?"

"I'm fine. I can go three whole days without sleep if I need too. Get your rest. Surprise can take over for me in the morning so I can get some sleep then. I just hope they're not hurting Rarity..."

...

The screams that were coming from the locked chamber sounded like somepony was being skinned alive.

The soldiers who were standing guard kept wincing at every ear piercing scream.

"What are they doing to that unicorn in there?"

"What are you asking me for? I'm just on guard duty.. for six more hours..."

"We really should invest in earplugs."

"Yes, we really should."

They then spotted their new High Commander, wearing his new armor and carrying the black sword that had once belonged to Blackmourn. They snapped to attention.

He simply walked past and entered the chamber.

The soldiers chanced a glance and saw the blood coated walls. They instantly looked forward, no longer wondering what was happening to the Unicorn prisoner. They simply did not want to know.

Shadow Mane looked at the skinless Unicorn and grinned cruelly "Doctor, how goes it?"

"She is very resilient to the brainwashing and the torture. She had not passed out and refuses to relinquish her will. Of course, the drugs keep her from passing out." He giggled with glee, rubbing his forehooves together.

"I see." He leaned over and looked into Rarity's mortified eyes. "You look so beautiful without skin. I'm almost tempted to leave you like this, but then you would be of no use to me."

"Wh... Why are... you... doing... this?" Rarity growled through gritted teeth.

"Simple. I own you. I can do whatever I want to my property. Your friends flew away, abandoning you. They don't care what happened to you."

"They... care..." She fought back her tears, but they would not stop. The pain was too much.

"No, they don't. They only pretended to care. Why else would they have left you in my gentle care?" He licked her face, savoring the coppery taste of her blood.

"You... are... a... monster..."

He grabbed a mirror and held up up in front of her face.

Rarity's eyes went wide at the horrid sight before her. She screamed in terror, music to the mad doctor's and Shadow Mane's ears.

...

Few words had been said by anypony as the Twilight Dawn approached the border mountains that separated the Gryphon lands and Equestria.

They could see the ruins of a Destroyer sky ship, shattered on the mountains. Not a single body could be seen.

Starlight stood next to Fluttershy and chanced a glance at her.

"Lady Fluttershy? Are you sure you are up to this? Gryphons tend to have a dislike of fear, and see it as a weakness."

"I'm not afraid." She sniffed, fighting back her tears. "I... I'm so worried about Applejack."

"She's still asleep. The medicine and Lady Twilight have done wonders for easing her physical pain... I can't say I know how she'll react when she does wake up."

Fluttershy hung her head. "I... I hope she'll be alright. She's the strongest pony I know."

"Physical strength isn't everything. Anyways, we're at the border. We should go, and pray they accept our request for help."

Fluttershy nodded.

The pair of Pegasai took to the air, leaving the rest behind.

...

"They don't look like those other ponies." A hidden Gryphon spoke ho his female companion.

"They're not. I recognize that yellow Pegasus. She's a friend of a former friend of mine." Gilda snarled. "I should eat her just on those grounds alone... but somehow, I get the feeling her coming here is important. Wait here while I talk to them."

Gilda flew into the sky and blocked the Pegasai's path. "Hello again, coward."

"G... Gilda?" Fluttershy paled slightly, but didn't run or hide behind Starlight.

"Yea. What do you want here?"

"Um... We... We came to ask for your help."

"HAH! My help? Why do you want my help? Is Dashie in trouble or something?"

"No... not that..." Fluttershy looked up and right into Gilda's eyes, taking the Gryphon slightly by surprise. "Rainbow Dash does not need your help. She does not need anypony's help now... She is dead."

Gilda faltered in her hovering for a moment. "Wh...What? No... How?"

"She died defending Cloudsdale."

"Well... she failed then. I flew there after this... thing..." She gestured to the ruins of the sky ship. "Whatever it is, tried to cross the border and started attacking us Gryphon. That could be seen as an act of war."

"It was an act of war." Fluttershy said. She took a calming breath before continuing. "They are from another land. They invaded and conquered all of Equestria."

"Then you ponies were just too soft and weak, Dashie included." She started to turn to leave.

Fluttershy raised her voice. "Their armies outnumber us all. They have those sky ships. They use poison. They want to see all Pegasai dead and all Unicorns magic as theirs." She glared at Gilda. "Rainbow Dash sacrificed her life in the hopes that she could put an end to this war."

She then gestured to the destroyed ship. "Look, they come north. They will not be satisfied with just their land and Equestria. They will come with their ships and their poison and their vast numbers. I already know that the Gryphon population isn't the highest. They will outnumber you and take your lands... and your lives. They believe that they alone should command the skies and possess magic." She pointed to her wing. "Look what this war did to me."

"About your wing... what is that? Looks like..." She paled. "The Wing of the Sky Gods?" She backed away. "How do you possess that ancient artifact? How did you steal it from us?"

"This is not your wing. This one was created for me by my friends and the three Princesses.

"Wait, what? Three? That self righteous Celestia, the night mare Luna... that's two Princesses."

"You did not know about the Princess of Lightening?" Fluttershy asked. "Didn't you know? Rainbow Dash... she became Princess Rainbolt, the Princess of Lightening and the Sky, and she fought to protect Cloudsdale... She sacrificed her life for the Pegasai, the ponies that the Gryphons are friends with." Her eyes softened. "We all miss her, and we always will... Will you let more die just because you're afraid to come to the aid of your neighbor country?"

"I ain't 'fraid of nothing."

"GILDA!" The other Gryphon that was with her came out of hiding and joined her. "You're letting your hot head get the better of you again." He glared at Fluttershy and her escort. "You. Where were you when Cloudsdale was being destroyed?"

"I was helping save the ponies of Ponyville." She looked at this Gryphon. He was larger than Gilda, much more muscle, and looked scary with his claws, beak and eagle eyes.

Still, she did not back away even as he approached. "And who will save you if I decide to eat you?" He reached for Fluttershy.

Starlight was about to leap into action, and Gilda was about to pull him back when the tips of his claws were sliced off.

"My wing does more than allow me to fly. I use it to protect, to help others."

He backed away, clutching his claw. There had been no real injury, only that his claw tips had been sliced so perfectly as to have flat tips.

"I see..." He turned to Gilda. "She seems brave enough. Her companion looked like he was about to attack me to protect her, so he's brave... or just foolish... still. I can respect that. We will bring you to our village. You can speak with our leader about this plea for assistance."

...

The village was built into the inside of a long dead volcano. The up-drafts were perfect for the Gryphons.

Fluttershy followed Gilda, and her friend, Gorin, Starlight following close behind Fluttershy. The small group entered a large chamber, carved from the very mountain itself.

At the far end sat the largest and oldest Gryphon in the village.

"Welcome Pegasai, allies and friends of the Gryphon nation. What brings you here in these troublesome times?"

Fluttershy approached. "I... that is, we, request your aid. Equestria has been invaded by an enemy of greater numbers and greater power. They have killed our Princesses and many of our people. Please, will you help us?"

"Help you? What for? When the frost giants invaded three hundred years ago, it was only the Pegasai who came at our request for aid. Why should we help the ground walkers?"

"Because we are all ponies. Your mountains are impassable by those who cannot fly. There was no way they could have helped. They would have had they been able too."

"You speak truth. I was testing you." He grinned. "Now, explain your wing."

Fluttershy extended her wing. "This is a magic wing. My friends and the Princesses created it to save me. The war... it is terrible. So may Pegasai have either had their wings cut off or been killed. The Earth ponies are slaves, and the Unicorns are having their horns taken from them so the invaders can create magic weapons."

"And how does this concern us?"

"You are aware a large ship was destroyed just within your boarders, correct?"

He snarled. "I am well aware. It took half the village to bring that thing down, and ten were killed in the process. Many more were injured..."

"They have many more of those sky ships, as well as a giant one that is so powerful, it destroyed Canterlot."

"Canterlot is destroyed?" His voice rose in anger. "A single one of those sky ships did that?"

"Yes. It is called the Dreadnought, and is a monster of a machine. It needs to be destroyed, and if that happens, then we can start taking back Equestria."

"And what is in it for us? I somehow doubt you have the authority to speak on behalf of all Equestria."

"I... My friends and I are the only ones who CAN speak for Equestria. All our leaders are dead or missing. Even... Even Prince Blueheart Krynn of the Pegasus. He earned the name Krynn when he aided the Gryphons ten years ago against that attack from the frost giants that survived the war. Surely... you owe it to him to come to our aid."

The elder closed his eyes for a moment. "Your words ring true. Very well. We will aid you in taking down this Dreadnaught. From there, you will have to fight on your own. We must protect our own lands."

Fluttershy folded her wing and bowed. "Thank you." She looked at Gilda, who actually looked surprised. "Thank you Gilda. Oh, and I forgave you long ago. It was a simple mistake."

"Hey now... I mean... um... okay, thanks... But I ain't doing this for the Prince or cause our leader told me too." She glanced at the chuckling Gryphon. "I'm doing this to get vengeance for Rainbow Dash."

The leader raised an eyebrow. "What about Rainbow Dash?"

Gilda sighed. "She died, sacrificed herself so there would be survivors from Cloudsdale."

"She too was a friend to me. Fearless she was, a bit stuck on herself, but a true friend. Then... We will aid you in the destruction of the Dreadnought, and any other sky ships we see from the time we leave our lands and find this accursed ship."

Starlight was impressed. Fluttershy was far braver than himself. He had never spoken to a Gryphon before, mainly because they scared him somewhat.

Then Fluttershy spoke again. "I am only a little bit familiar with the legend concerning your Wing of the Sky God... I was wondering if you could tell me more."

"The Sky God. He was a Pegasus pony... but one unlike any other pony that had ever existed before him or sense. He resembled your Princesses, in that he had both wings and a horn. He was ancient, older than any known legends. It was said that he was born, or more accurately, created more than ten thousand years ago."

Fluttershy gasped. "So old. What happened to him?"

"He ruled the Gryphon till three hundred years ago. He battled against the Frost Giants, wielding the powers only a god can wield, but in the end, he finally fell. His body shattered into pieces."

"And you have one of his wings?"

"Yes. We do. While you have a right wing, we possess his left wing, crafted from the same metal as your wing. I know you have not stolen that one because I had seen it but two days ago in the neighboring village. He is scattered among all our tribes, and they are considered the most sacred of relics to our kind."

The paused a moment. "You, your name was Fluttershy, correct?"

She nodded.

The large Gryphon continued. "Yes, I understand. This wing you possess... I do understand now. Perhaps you are the reincarnation of our Sky God."

"What? No... I'm just a pony."

"And your little bunny? How about his eye? It is the same, though smaller, as our God's eye. Green and glowing."

Fluttershy glanced at Angel. "Angel, put your patch down."

He gave her a glare, but did as asked.

Fluttershy then had an idea, one that would be a long-shot beyond long-shots "Might I make a request?"

"No you may not have the left wing. You have a perfectly good one already."

"No... not that. One of my friends... she lost her forelegs in a battle against a very strong opponent. I somehow defeated him... Do... do you know where your Sky God's forelegs are?"

"I know where all four of them are. In fact, we have his two front legs."

Fluttershy's eyes lit up. "Um... would it be too much to ask if we may just see them?"

"You wish to take them to help your friend?"

"Oh no, not take them. I was wondering if we could just borrow them so we can make a pair of our own."

"And then what?"

"We will return the original ones."

"And what would you be willing to pay in return for borrowing these legs?"

Fluttershy paused to think. She then unstrapped her weapon. "This. It will easily fit in the claws of a Gryphon. It is a weapon of great power."

"Oh? How about a demonstration."

...

The Gryphon leader's eyes were wider than Gryphon sized dinner plates (assuming they even used those). "Such an interesting weapon." He chuckled at the one Gryphon who was glued to a cliff face, unable to break free. "I must say I am impressed. If you provide us with the design to create more, as well as this one, then I will allow you to borrow the pair of legs."

"Deal."

...

Fluttershy and Starlight landed on the deck of the Twilight Dawn with Gilda and two other Gryphons.

"We have their promise to help take down the Dreadnought, and any other ships we see on the way."

Gilda looked over the group. "Hey, bout last time... sorry okay?" She glared at her friend. "There, I said it, happy?"

"Yup." He then held out a brightly colored hide, with something wrapped in it.

The ponies knew a pony hide when they saw one, but kept silent. "Also, for trade on this weapon as well as the designs on how to make more, we offer to lend you these, to create your own." He unrolled the hide, revealing a pair of blue metal legs.

Dawn's eyes lit up on seeing these. "Are these..." He looked at Fluttershy's wing. "You are okay with us having these?" He looked at the others. "With these... Applejack can walk again."

"Not this pair." The Gryphon stated flatly. "You can study them and make your own though. Just do not break them. They are holy artifacts for us Gryphon."

"Of course... but we'll need a forge and lots of iron."

"Iron? We have plenty of iron, but no real need of it ourselves. The only reason we mine it is for trade to Equestria. You're always needing your iron horse shoes."

"I'll need a few days to examine these. In the meantime..." He lifted one metal leg to weigh the leg. "I will need two full weight of pure iron."

Gilda smirked. "Only two weight?"

"Good point... Make that five weight." He looked at Twilight. "We'll need to make an anvil and hammer first... again."

...

Where it had taken two weeks to create Fluttershy's single wing, it took the same amount of time to create both legs.

As Dawn and Twilight worked on them, Fluttershy aided in battle plans with the Gryphons. She explained all she knew about the ships from what she herself had seen and heard. Surprise was also present and offered even more information.

This pleased the Gryphons and really made a difference. Fluttershy just hoped nothing would go wrong.

...

Applejack had been awake and well aware of her situation. She did her best to keep her chin up. She hated not being able to feed or care for herself, but had finally allowed Diane or Spike to help her, depending on the requirement.

After two weeks of this though, she was really starting to get depressed, even though the promise of the greatest surprise ever was on its way.

And when she finally got to see the surprise, she cried tears of joy. She was not going to be disabled for the rest of her life.

Twilight performed the operation that day, even as Fluttershy returned with Gilda and Gorin escorting her.

"Where is everypony?" She asked Diane, who was bored as she could be, even so bored as to play a game of chess against Surprise (who was remarkably good at it).

"Twilight and Dawn finished Applejack's legs." Diane looked like she was concentrating, her tongue sticking out he side of her mouth. She moved a piece and giggled. "Beat that."

Surprise looked over the board as she added to Diane's comment. "They're giving them to Applejack right now. She looked really happy when she saw them. Too bad Rarity wasn't here. She could have put that illusion on them too so they'd look like normal legs." She then paused and moved a piece, taking Diane's knight. "Check."

"I... I actually like my wing like this." Fluttershy looked at the wing. Since she had dropped its camouflage, she had not brought it back.

Gilda snickered. "Yea, it adds personality."

"How long before we begin this attack?" Gorin asked.

Fluttershy paused to think. "Most likely right after Applejack is healed and up on her hooves."

"Which is right now Partner." Applejack's voice emerged from below deck.

All eyes turned to see her emerge, her now forelegs gleaming in the afternoon sun.

"Wow." Gilda and Gorin stared. They actually looked nicer than the legs of their Sky God.

"Oh wow. You look great Applejack." Fluttershy hugged her friend.

"Ah reckon I own ya an apology there." She looked at Gilda. "We did kinda run ya outta Ponyville. Ah know you were RD's friend an all. Guess we just weren't tolerant enough."

"No need to apologize I was being a royal bitch."

"Dunno bout the royal part, but yea." Applejack smiled. "Gonna take a bit to get used to these things." She looked at her legs. But from what Ah've seen Shy can do with her wing, Ah reckon Ah've got a buncha tricks as well."

Twilight came up the stairs and wiped her brow. "So, do you really like them?"

"They do clash with ma coat, but I can get used to that."

Gilda then took a good look at Twilight. "You've been a bookworm too long. You're getting fat."

Twilight frowned, then smiled. "It's not fat. It's a foal. I'm going to be a mommy." She pranced giddily.

"Whoa! Really? Who's the father? Better not be this skinny Pegasus here." Gorin gave Starlight a light headlock and noogy.

"Ow."

"I'm the father." Dawn smiled. "And once again, thank you."

"Well... congratulations."

Gorin frowned. "You are with child, yet you join this attack?"

"I'll be staying aboard the Twilight Dawn with Spike and Diane."

"Diane?" Gilda blinked. "I thought your name was Pinkie Pie, the pony who threw that party where Dashie pranked me left right and center."

"Yea, that was me. I went totally insane, killed a bunch of ponies and baked them into cupcakes. Celestia, Luna and Rainbolt didn't think to nicely about that and cured me.

"Cup..." Gilda turned to Gorin.

"Cakes?" Gorin turned to Gilda.

They then chimed together "Can we get the recipe?"

"Nope. I was really, REALLY insane at the time." She shrugged. "Besides, why would you want to make pony cupcakes?"

Gilda chuckled. "We were thinking more along the lines of fish, bear, rabbit... sorry Angel... and other things we Gryphon like to eat."

"Three centuries ago we swore a truce and not a single pony has been eaten since."

"What about the ones from that crash?"

"Given decent burials, down south." Gorin shrugged. "They may have attacked us and killed some, but they earned our respect in that fight."

"Enough chatterin." Applejack put her stetson on. "We got to save Rarity and take out the Dreadnought fer good."

Twilight hung her head. (I just hope nothing bad has happened to her...)

...

"My dear, dear Rarity. How are you today?" Shadow Mane entered the chamber where Rarity was locked in.

She looked up and giggled darkly. "Master. Did you bring me another to play with? I broke the last one." She glanced at the quivering mass in the corner of the room. She then stepped into the light. Her coat was blood red. Her mane and tail looked almost black, so drenched with blood they were. Those were long and almost reached the ground. They were unkempt and filthy.

Shadow Mane grinned. She was ready for the final programming. "My dear, first, let's get you cleaned up."

"But I simply love it." Rarity's face twitched in a rather disturbing manner. "But, if you wish it, of course."

...

Rarity once again appeared clean. Her white coat once again pristine. Her mane and tail were the royal purple as well, her hair styled as it had once been.

She sat down in a new, clean room.

Shadow Mane then strapped her down onto the rack.

"Oh, tighter."

He chuckled and did so, before forcing her eyes open and used hooks to keep them open. "Begin the final training."

Images of murder, slaughter, cruelty and her friends flashed before her eyes.

She would switch between screaming, crying and giggling insanely.

"Soon my Beauty. You will be ready. You will get new playthings... to break." He laughed as only a megalomaniac could laugh. Rarity joining in.

More than one soldier was thinking of requesting a reassignment.

...

Over three days, two Destroyers fell to the onslaught of a thousand Gryphons, not even giving the crews time to attack or defend themselves. The clouds provided the huge force all they would need for ambushes from above.

And the fifth day, the high flying Gryphon army, lead by the Twilight Dawn, spotted the massive Dreadnaught high in the skies of Equestria.

Diane grinned as she dove in to attack.

They knew their weapons would not be too effective against the massive ship, but they would give it their all.

With the sun high in the sky at their backs, the attack came without warning.

...

"High Commander! We're under attack."

"Is it the Twilight Dawn again?" He grinned and stepped from his chambers.

The sight of Gryphons beyond countable numbers terrified him. Within minutes, the deck was crawling with them. No soldiers were spared any mercy as they were shot with guns that fired sticky cables, trapping and rendering the soldiers helpless, only to be torn to shreds by deadly claws and beaks.

There was also those ponies from before fighting alongside their powerful allies.

He quickly found himself facing far too many Gryphons, even for his magical sword to cut down. He backed against the railing. There was nothing but forests and lakes below.

"Screw this..." He jumped and dove toward his doom.

The huge number of Gryphons ripping away at the ship was too much for the hull to handle. It soon started to almost scream as it twisted and snapped.

Before the hull finally split in half, the attackers flew into the sky to watch the massive ship, with any surviving ponies aboard, plummet to the ground.

...

Rarity teleported from the failing Dreadnaught to the cargo hold of the Twilight Dawn. She could hear the sounds of battle far away as the Dreadnaught was being torn to shreds

She walked casually up to Twilight's and Dawn's private quarters and pushed the door open,

"Rarity?" Twilight looked so happy to see her dear friend in one piece. "You've been rescued?"

"Oh not exactly Darling. I've come to play." Her disks flew from her saddlebags and right at Twilight.

Twilight reacted on pure instinct and teleported out of the way, behind Rarity.

"Rarity? What are you doing?"

"I'm playing with you. I hope I don't break you too fast. There would be no fun in that."

Twilight turned to run, but the door slammed shut on her and refused to open. She turned, her back to the door and faced Rarity. She tried to teleport again, but somehow Rarity blocked it.

"Uh uh. No running away." Her horn began glowing brighter. The illusion she had wrapped about herself to make herself look as she had before vanished, revealing a horrid, twisted version of Twilight's friend.

The white coat looked like it had been pealed off and cut into pieces, before being crudely stitched back on in the most grotesque manner possible. She had bloodstains on her hooves, under her eyes, on and around her horn, and around her mouth.

"Oh dear Celestia... what have they done to you?" She inched to the side.

"They made me truly beautiful, inside and out." She grinned, showing off the sharp teeth of a meat eater. "Come now, let us play."

The room started to twist and darken. Blood and brutally massacred corpses started appearing from behind furniture and the walls.

Twilight wanted to shut her eyes to block the horrid sight, but that didn't help at all. All it did was remove Rarity from her sight. She opened her eyes and cried out as Rarity lunged at her, trying to bite.

Rarity felt Twilight's warm coat in her mouth and bit down hard, tearing a chunk from her shoulder.

Twilight screamed as she was knocked down, this twisted version of her friend on top of her. She watched in true fear as Rarity chewed and swallowed the chunk of flesh.

"You taste positively delicious. I can't wait to taste your baby. Still alive as I rip it from your still warm belly." She licked her lips and went for another bite.

Twilight screamed and her horn flared brightly, right in Rarity's face, blowing her clean across the room.

Rarity slammed painfully into the wall, her right shoulder shattering under the impact. She giggled with glee. "Oh, a playmate who plays back. This is so wonderful." Her horn glowed again.

Twilight saw the disks float and start spinning before flying at her. She threw up a magical shield and blocked the attack.

"Aww, that's no fun." Rarity grinned and threw the disks again.

This time they passed through the barrier like it was not there, cutting into her all over, leaving deep, bloody wounds.

Twilight looked down and screamed in pain.

"Such a shame... you're breaking far too easy." She approached and reared up.

She brought her hooves down, and slammed into the barrier. "What?"

Twilight looked up, no signs of pain in her eyes. "I know about your illusions Rarity." Tears poured from her eyes and she fired a violet beam from her horn, piercing Rarity's chest and heart.

Rarity gasped and fell back, the room returning to normal. "You... broke me?" She then fell silent, her chest not moving.

Twilight collapsed, gasping for breath. Her shoulder was burning like it was on fire. She looked at Rarity's body and paled as it suddenly got up. Echoing through the room was Rarity's taunting voice.

"You can't see me. You can't hit me. I'll break you slowly, piece by peace."

Twilight gritted her teeth. She had to do something. She then dispelled all magic in the room, and kept the anti-magic barrier up as she spotted Rarity to her right.

"I see you. Rarity... we can help you."

"I don't need helping... wait, why are you looking at me?" She tried to cast a spell, but nothing. "What have you done?"

"I've created an anti magic field in the room." She rose to her hooves. "Please Rarity. We don't have to do this... please. We're friends. What about the others? We've been through so much together. Please, I don't want to hurt you."

"Oh, but I want to hurt you. No magic means no shield to defend yourself with." She launched herself at Twilight again.

Twilight closed her eyes. There was nothing else she could do... She dropped the field and released a blast of raw magical energy. The surge threw the twisted Rarity back and smashed through the wall. Rarity screamed as she was thrown from the ship, nothing but thick forest far below.

Twilight fell to her knees and screamed, not because of physical pain, but the fact that she had just killed her own friend.

At that moment, the bedroom door flew open and Diane rushed in. "TWILIGHT!"

...

It was a dark day, and the rain was falling heavily on the ruins of Rarity's Carousel Boutique in the ruins of Ponyville.

Her body had never been found, the forest too thick, and filled with predators. Still, her friends had decided to erect a memorial statue in honor of friends lost.

The statue was the most beautiful thing Twilight could have ever created. It depicted a rearing Unicorn wearing the most beautiful dress ever, Rarity in her Gala gown. On a plate of the hardest granite read the following

'Rarity, Barer of the Element of Generosity. She gave of herself to bring joy too others. She lived her life never knowing greed. May she find peace here, in the home where she brought light to so many heart and smiles to their faces. We will forever remember you forever in our hearts.'

Standing next to her was the statue of Princess Rainbolt, rearing and wearing royal garments. Below her statue was another granite plate.

'Princess Rainbolt, Regent of Lightening and the Skies, Barer of the Element of Loyalty. She never left a friend or Equestria hang, no mater what the cost to herself. May she find solace in her beautiful skies. She will live on in the hearts of her friends and family.'

Twilight's horn stopped glowing and she lowered her head.

"There was nothing more you could have done." Dawn hugged her gently, careful of her still healing injury. "I... There's nothing more we can do here."

All Rarity's and Rainbow Dash's friends, and even the dozen Gryphon who had come, all placed flowers on their graves.

Fluttershy cried into Starlight's shoulder and he could only hug her back. Nothing else could be done to comfort her.

They all turned to leave, to return to their homes, be they in another land or over the northern mountains.

...

To Be Continued...