Derpy was finishing a muffin when the airships came.

It had been a long morning, and she had decided to take a short break at Sugarcube Corner, before returning to delivering mail. The muffin selection had been abundant – plain, blueberry, even a batch of zap muffins reserved specially for her. She had gone with plain – after the Town Hall incident, Derpy tended to avoid eating zap muffins during work. Barely had she taken a few bites, when a dark shadow covered Sugarcube Corner. Puzzled, she looked outside the window. What she saw made her instantly forget about food. The muffin fell from her hoof, as Derpy tried to process it all. The entire sky was filled with airships - bigger, darker, faster than any Derpy had seen! An entire fleet of them stretched from the horizon, flying right over Ponyville. Mercilessly they approached, coming from the Everfree Forest, blotting out the sun as they passed.

The grey pegasus stood up leaving the rest of the muffins untouched. Her wings shook tensely. The airships were monstrous! Larger than the Town Hall, larger than Twilight's castle even, they loomed over the town, their dark wooden hulls entwined with leaves and roots. Not a single propeller could be seen attached to them, not a single piece of metal, nothing but all encompassing wood. Floating silently, the fleet moved above Ponyville. Ponies everywhere gasped, as their sky was covered up. Most of the ships continued towards Canterlot, not slowing down or deviating their course. One, however, remained.

Derpy bit her lip. All her future plans had just been shattered in an instant. Hopefully that was all that would be shattered. Friend or foe, the wooden fleet was a force to be reckoned with. Leaving her mailmare hat and saddlebags on the table, along with a few bits, she went outside.

Everypony was just standing there, motionless, wondering what would follow. It was as if the entire town held its collective breath in anticipation. Seconds dragged on like hours. Then it happened. A thousand howls filled the air. Moments later Timberwolves started raining upon the town.

* * *

Rainbow Dash was sleeping comfortably on a cloud. Today’s storm had been postponed for next week due to some important visit or another. Weather Central had given details, but the blue pegasus hadn't bothered to read them. The important thing was that she would be able to take a nice, long nap and not get up until lunch. Several full hours of glorious napping before getting back to practicing her new aerobatics routine.

Suddenly, series of sharp whooshing sounds filled the air, shattering Rainbow’s sleep. Startled she jumped to her hooves, feathers ruffled, wings ready for flight at a moment's notice. Wonderbolts were everywhere – Spitfire, with her fiery mane, leading an entire wing of thirty pegasi, Fleetfoot flying solo a short distance away, and even the cadets in their yellow and blue uniforms. None of them said anything as they shot by, heading towards a dark spot in the shy. From this distance it seemed like a swarm or some sort, possibly a flock of birds coming from the Everfree forest.

Rainbow Dash blinked. Are those airships? she looked closer. Wooden, sail bearing, floating on air airships?! You got to be kidding me! No way this could be real! There were no massive balloons keeping the vessels in the air, no propellers to move them forward. They could hardly even me called airships! It was as if someone had grabbed a hoofful of ships from the sea and placed them among the clouds. By any logic, it should be impossible for them to remain in the sky! And yet, there they were, advancing steadily towards Canterlot. Rainbow had no idea what the fleet’s intentions were, but she could venture a guess.

Ponyfeathers, the pegasus thought.

In the distance, Fleetfoot sped towards the fleet’s flagship - a massive monstrosity, three times the size of anything else. If there ever was something that could earn the title ‘flying fortress’ that was it. A direct attack was out of the question - It would probably take a host of storm clouds just to cause a dent. Fleetfoot, apparently had seen that and chosen a new tactic. Swerving round the clouds, she charged to the side of the hull. Behind her the main wing of Wonderbolts went into libra formation - a line of light fliers followed by a semicircle of more sturdy pegasi. Moments later thousands of reed arrows emerged from the airship’s wooden surface, filling the sky.

* * *

Cloudchaser was meditating when the sirens sounded. She had just returned to the Wonderbolt Academy after a two-day leave she had spent in Ponyville with her sister and Bulk Biceps. Exhaling slowly, she stood up and calmly hurried towards her barracks. Immediately she could tell this was no drill. Judging by the regulars' expressions it was serious. The last time she had seen such a look of fear and determination was during the Tirek incident. She wondered what could compare to something like that. Pegasi of various ranks and assignments were scrambling to get airborne. Spitfire herself was there.

"Listen, everypony!" the captain shouted. "A fleet of airships has been spotted emerging from the Everfree Forest. We are to keep them from advancing. Be prepared, be ready, be safe! Now let's go and show them what Wonderbolts are made of!"

Cloudchaser's heart sank. If the airships were approaching from the Everfree Forest, their path would take them through Ponyville. That meant her sister, and all her friends were in danger. Also, Spitfire had said “keep them from advancing”. That wasn't a good sign. It means she couldn't be certain of the outcome.

Cloudchaser rushed to her quarters. Several regulars brushed by, rising into the air in their official Wonderbolt uniforms. Surprisingly few cadets were there. Not that she could blame them. Training and actual action were nothing alike. She herself had been just as scared and wide-eyed on her first assignment. Putting on her uniform, Cloudchaser then went to the armoury. The detour would take valuable time, but she preferred having a few Wonderbolt grade lightning bolts than being among the first ones in the air.

"Cloudchaser," a stern voice sounded behind her, "what are you doing here?"

She turned around. Soarin was standing a few steps behind. His glance moved to her saddlebag. There was little doubt he had seen what she had put there.

"Preparing, sir!" Cloudchaser replied, giving a salute as she tried to look unfazed. "Even a cadet must be prepared for everything, sir!"

Soarin didn't seem convinced. Shaking his head he went to the quartermaster and looked at the request form. Cloudchaser relaxed her breathing. She was nervous, but showing it would serve no purpose. By now her superior had probably seen that she had taken ten times the allowed amount of lightning bolts. The only reason the quartermaster had let it slip, was because she, like most, was too frightened by the prospect of war to pay close attention.

"Ponyville borders the Everfree, sir" Cloudchaser said, is if that would explain everything. "I have friends and family there."

"You know that Rainbow Dash is responsible for Ponyville," Soarin said then tore the request form in half. For several long moments he stood there, glaring at the pegasus. "You better not let me down, Chase," he whispered. “You better come up with a good explanation when you return.”

Nods were exchanged, along with a slight smile on Cloudchaser's part. Moments later the sirens sounded once more.

* * *

Echo looked on calmly, as the rest of the fleet continued towards the mountain in the distance. The dryad still had mixed feelings about this whole invasion. She knew that Syrinx was most suitable to lead the main attack, but that didn't make her feel better. Their opponents were not to be trifled with. It wasn't mere chance that they had managed to maintain their domain for millennia. Despite their appearance, the Equestrians were not some helpless nation that had survived on luck alone. They had magic; real magic, not the childish mimicry of the Changelings, or the wind wrangling of the Griffins. Defeating them would not be easy, yet it was inevitable - no matter the enemy, sooner or later they would and the fleet would continue onward..

The Conclave had demanded it, so it would happen.

The dryad allowed herself a slight sigh as she moved her ship away from the main fleet. Her task was to deal with Ponyville - the first, and by all indications yet least significant, of their conquest targets. She hadn't complained when she had been given the assignment. Unlike the other young dryads, she knew full well how inexperienced she was. Neither her ship, not the legion of Timberwolves could change that fact. The only battle she had witnessed was as Syrinx's apprentice. Their ship had been surrounded by several hosts of Griffins, each counting thousands of soldiers.

The memory still gave Echo chills. At the time she had been convinced they had been done for. The amount of enemies alone had made her want to head back for the forest. Facing such insurmountable odds, any other dryad would have done the same. Syrinx, however, hadn’t. Hardly batting an eye the elder dryad had moved the airship right in the heart of the Griffin swarm. Echo had watched as her mentor, with unparalleled ease, had shot thousands of reeds at their enemies. Unprepared for such an eventuality, the Griffins had attempted to scatter, crashing into one another as panic overcame them. None of them had seen it coming. The whole battle had lasted less than an hour ending with the enemy's complete and unconditional surrender.

Several of the Timberwolves growled. They could smell pony flesh below. Echo sighed. She didn't like using Timberwolves in battle. They were far too savage, leaving too much destruction in their wake. If it were up to her, she would just talk with the inhabitants of the town, explain how futile their resistance would be. Maybe they would voluntarily let themselves be conquered? The Conclave' however, had demanded decisiveness. Their adversaries would have to witness the superior power of their new rulers. Anything less was unacceptable.

"Get ready," she said, the whisper of her voice echoing softly throughout the ship. The Timberwolves reacted immediately, letting out a mighty howl. The green glow in their eyes intensified, as they prepared to jump off the ship.

"Do not kill too many," the dryad ordered, merging into the main mast of her ship. "Do not kill needlessly." In her heart, however, she knew the order wouldn't hold. These Timberwolves had acquired a taste of war. Only battle would satisfy their hunger. The most Echo could hope for was for the ponies to surrender quickly.

* * *

"Hide indoors!" Twilight yelled among the screams. She was doing her best to teleport as many ponies as possible to her castle, but it was an unsurmountable task. "Run to Sugarcube Corner!"

A short distance away, Derpy kicked another Timberwolf in the face, reducing him to twigs. Barely able to blink, she leaped in the air towards her next target. The situation was dire. So far, she alone had shattered seventeen beasts, but that wasn't even a drop in the bucket. For every Timberwolf the ponies destroyed, another ten seemed to rain down from above. While the airship remained above Ponyville, there could be little doubt as to the outcome of the battle. No matter how well they fought, the ponies would sooner or later drown in a sea of wooden fangs and claws. The only solution was to destroy the airship, and do it fast.

Two more Timberwolves shattered in a cloud of twigs. Their size was impressive, yet even so they were no match for Derpy's technique. All the years cloud swimming and lightning bucking had made the mailmare far more resilient than most gave her credit for. Extending her wings, she shot straight up, aiming for the airship. Timberwolves clawed at her, as they leapt down from the ship. Their clumsy actions were incapable of touching a hair on her mane.

This is going to be easy! the grey pegasus thought. It didn't matter how many Timberwolves fell from the sky; as long as they couldn't touch her, it was as if they didn't exist. All she had to do was to continue avoiding their attacks until she reached the hull and...

Suddenly a glass shattering roar filled the air. From the corner of her eye, the pegasus saw the giant shape of a Timberwolf reaching at her from the ground. Its gigantic paw extended fifty meters in the air, grabbing her in one swing.

No! Derpy struggled to break loose, but the paw was holding her tight. The monster, the result of hundred Timberwolves merging in one, roared. Stupid, stupid, stupid! I was so focused on the airship, that I lost sight of the wolves. Just like me to count my muffins before they’re baked!

"Hey! Eat something your own size!" A high-pitched yell filled the air, followed by a nine-layered cake thrown at the giant Timberwolf's glowing eye. As it hit, a deafening howl thundered throughout Ponyville.

"That's what you get for breaking a Pinkie Promise!" Pinkie Pie shouted from in front of Sugarcube Corner. "Although you technically haven't broken it yet, since you never made one, but if you had you would have, so you still get a cake in the eye!"

The monster's grip loosened a fraction, just enough for Derpy to buck herself free. Thank you, Pinkie. Our next batch of muffins is on me! Sensing it had lost its prey, the Timberwolf attempted to catch her again, but this time the pegasus was prepared. Spinning around, she plunged under the massive claws and into the beast's blind spot. From there it was easy to fly out of reach. Initially, Derpy expected the Timberwolf to chase after her, but no such thing happened. Wiping its eye clean, the monster growled, remaining directly beneath the airship. It made no attempt to leap after Derpy, nor even to stomp any nearby buildings.

So you’re staying close to the airship, Derpy thought. What could be so important for you to stop attacking and remain there like a guard puppy? Whatever it is, you can bet your muffins I'll find out.

* * *

The battle wasn't going well, Rainbow Dash realized.

The moment any pegasi approached the giant flagship, scores of sharpened reeds flew straight at them. Already there had been several wounded, though none fatally - thank Celestia - but unless something changed radically, the battle was as good as lost. Several smaller airships had already splintered off the main force, heading in various directions, while the flagship continued straight towards Canterlot.

Rainbow Dash bit her lip. She felt she wasn't contributing to the battle in any meaningful way. Spitfire had attempted to focus all attacks on the flagship, yet after several unsuccessful runs had decided to split up the Wonderbolts between the other vessels. Apparently, she reasoned they would make for easier targets. Unfortunately, neither she nor Fleetfoot had issued Rainbow Dash orders she considered significant, leaving the blue pegasus confused and irritated.

Don't they see I'm awesome in battle? They know I won't leave them hanging! I'll show them that I can deal with that huge airship on my own! I'll bring it down and then lend a hoof with the rest! She darted straight at the flagship. Initially nothing happened. It was as if the floating monstrosity didn't consider her a threat. When she came within twenty meters from the hull, however, everything changed. Dozens of reeds shot out from the hull itself, heading straight for her. Any other pegasus would have been seriously hurt, but this was Rainbow Dash, and she was nothing if not fast. Doing a series of barrel rolls she avoided the wave of reeds.

"You think you can stop me with that?!" she shouted defiantly, passing by the airship's bow. The deadly projectiles kept on coming, constantly trying to predict her actions. Whoever was directing them, definitely knew their stuff. The more complicated maneuvers Rainbow performed the more the reeds adapted to her tactics. It was as if they were playing a complicated game of aeronautic chess.

As she rose, Rainbow got a glimpse of the deck. It was surprisingly empty - huge masts, an endless web of roots stretching in between, and not a single creature in sight. The term "ghost ship" came to mind, but Rainbow quickly shook it out of her head. That didn't make any sense! Someone had to be steering the vessel, someone had to be firing all those arrows. Heck, someone had to be in charge of this monstrosity!

"Rainbow Dash!" a voice shouted. With her peripheral vision, Rainbow saw Fleetfoot approach. "What are you doing?!"

"Lending a helpful wing!" Rainbow replied without hesitation. "I can't let this thing reach Canterlot."

"Do you take us for idiots?" Fleetfoot shouted angrily, as two new streams of reeds flew their way. Both pegasi plunged down, barely escaping. "If we wanted you to join in, we would have said so! Didn't you hear Spitfire's order? You should be heading to protect Ponyville!"

"But I can take the flagship!" Rainbow protested. She was worried what might have happened at Ponyville, of course. Her closest friends were there, after all. But crashing the flagship could mean the end of the entire battle. "Just let me prove it to you! One more pass and I'll punch through that ship like hail through a cloud!"

"Can you even hear yourself?!" Fleetfoot shouted, but it was too late. Rainbow had already thrust forward at full speed.

You think you're so clever, don't you, ship? Trying to hit me with your reeds. Well, let me see how you like it when I add something new to the mix! The airship's strength was its impenetrable defense - it seemed as though it could spot any threat and react accordingly.

But if she obstructed its sight, she reasoned, that defense would be gone, rendering it vulnerable.

Grabbing the nearest cloud, Rainbow Dash thrust it at the ship. As expected a series of reeds shot at it, passing right through. The cloud, however, remained whole.

Perfect! Rainbow thought. If it could work for one, it could work for many. One by one she placed clouds around the airship, enveloping it in a white cocoon.

"How do you like that?" Rainbow Dash asked pleased with herself. The target was as good as blind now. It would take at least a full minute for it to sail out of the clouds, and that would provide her with just enough time. Eager to put an end to it, she dashed at it head on. No reeds welcomed her approach. Just as she expected. All she needed to do now was...

Suddenly the sound of flutes filled the sky. A mighty gust of wind appeared from nowhere, scattering the cloud barricade in all directions. All of a sudden Rainbow Dash found herself completely exposed, less than ten meters from the airship's bow.

"Pony feathers," she said. This was not how she planned it.

* * *

Please be alright! Cloudchaser's sped through the air as fast as her wings would take her. The only thing she could think of was whether Flitter and Bulk were alright. Under normal circumstances she would think both of them perfectly capable of dealing with almost anything. Today, sadly, was anything but normal. While details were still sketchy, anything that involved the phrase "fleet of airships" couldn't be good.

The main force of the Wonderbolts was well ahead. Hopefully, they would delay the enemy's advance so an evacuation of the cities in question could take place. At least then, the soldiers could concentrate on the battle and not constantly worry about their loved ones.

Who were these invaders anyway? Cloudchaser had heard of airships, but never actually seen one in person. She certainly hadn't heard of any coming from beyond the Everfree Forest. To be honest she didn't even know what lived there. Griffins, Zebras, something else altogether? Anything was possible.

How didn't we see this coming earlier? A whole fleet doesn't appear out of thin air! There had to be preparation, signs, troop displacement. Out of the scores of agencies that served Princess Celestia, one had to have seen something! The pegasus thrust forward. No point in worrying about the past. The present was her concern. That and the dangerously high amount of lightning bolts in her saddle bags. Each of these had the capability of reducing a building to dust.

Suddenly, Cloudchaser noticed a slight movement in the sky, with her peripheral vision. It only lasted a moment. Part of her told her to ignore it and continue on to Ponyville. Another part, however, demanded that she investigate. Seeing something strange so close to the Wonderbolt Academy during an external attack seemed alarming, to say the least.

Maybe just a quick look, she thought and turned in the direction she saw the movement. No sooner had she done so, than a sharp gust of air flew towards her. Quickly veering to the left, Cloudchaser barely managed to evade the attack, having it merely clip a few feather tips. The smell of ozone filled her nostrils. This wasn't good.

"You shouldn't have stopped, little pony," whispers sounded in the air. "Had you continued on, nothing bad would have happened. Now, however, you forced my hoof." A figure appeared in the air, her form slowly changing from transparent to a soft white.

"A windigo," Cloudchaser whispered in fear only to have the other laugh.

"So ignorant," the creature said. In truth she did seem different. Cloudchaser could clearly see she had four hooves, not two as a Windigo would. Also her appearance was that of a mare, save for the coat and mane colour. "I am a wind nymph, and you should show respect to your new rulers."

"Equestria is being attacked by nymphs?" Cloudchaser asked in disbelief. The other just chuckled and kicked in her direction. A wind slash split the air, aimed straight at the pegasus' head.

Two can play at that game! Cloudchaser narrowed her eyes. Even now, she remained a weather pony, and while she couldn't create winds as strong as her of opponent's, she was able to manipulate them. A flap of her wing and the deadly slash was cast aside, missing her by a full meter.

Now it's my turn! Bucking in mid air, the pegasus got several lightning bolts out of her saddlebags, kicking them at the nymph. The action was unexpected. Lightning exploded all around the air creature, before she could react. A high pitched scream drilled the air. The nymph shook uncontrollably, as electricity passed through her entire body, coming to an abrupt stop.

"So inexperienced," Cloudchaser snorted as the unconscious body of the nymph floated in the air. Being a wind nymph came with its advantages, it seemed. Despite everything, the creature had survived, even in her present state would not fall to the ground. Still, she had been neutralized. The Academy could take care of things from here. What Cloudchaser had to do was get to Ponyville.

* * *

Echo sighed. The ponies were putting up a fight, futile as it was. Magic, flight, strength, all would prove useless in the end. The only thing they did was prolong the inevitable.

Don’t fight, stupid things, she thought. You are only prolonging the inevitable. Nothing can stand against the will of the Conclave.

The dryad closed her eyes. She was still nervous, even now. Just as she was when it had started, just as when she had been ordered to take command of her own airship...

Another giant oak tree rose into the sky. This one was to become Echo's ship. As she watched the dirt fall from between its roots the dryad could only sigh. It was never a pleasant experience to see one's home transformed into a soulless flying coffin. Sadly it was necessary - the Conclave had decreed it.

"Nervous?" Syrinx asked. Her orange reed mane gently moved, despite the lack of wind. "It's normal. Don't think about it too much."

"Yes, mentor," Echo replied. Above her the oak's roots started forming what would become the hull oh her airship. It would remain her home, although the dryad wasn't looking forward to sharing it with hundreds of Timberwolves. It was so much easier being a simple apprentice.

Syrinx glanced over at her. "Is there something else?"

Echo looked around nervously.

"The wind nymphs," she whispered. "Why do we need them?" She didn't like their kind. They were too much her opposite - always seeking freedom of movement, while Echo preferred the stillness and calm of her tree, as most dryads did.

"They are good spies," Syrinx replied. "You'll get used to them after a while. Since this is your first time, your ship shall be your own."

"And the Timberwolves’," Echo added.

"There is no escaping that. The Conclave has decreed."

“The Conclave always decrees,” Echo sighed. Meanwhile a host of Timberwolves was waiting patiently in the forest behind her, their eyes set on their new home.

* * *

Another strike of the paw, another house destroyed. Derpy grit her teeth. She had to act faster. The giant Timberwolf proved too slow to catch her, but was destroying buildings in the process. If she wanted to end this quickly, she was going to have to take risks. She looked at the airship. It continued to float above Ponyville, confident of its superiority. Timberwolves kept on jumping off, though not as much as before. Sadly that hadn't stopped them from taking over the streets.

I wish I had a stormcloud. With one of those, she could take care of everything. Getting one, however, would take too long. Instead she was going to do the next best thing - a kick between the eyes. With enough speed, even a creature that size wouldn’t survive. Or, at the very least, she would incapacitate it for long enough to fly towards the ship.

The pegasus considered. Maybe she was overthinking this. All she had to do was head to the sky safely outside of the Timberwolf's reach and then simply swoop down. That sounded like a sound plan, something that could actually work and involved no risk whatsoever.

Here goes nothing! She darted upwards. The Timberwolf let out an annoyed howl, but Derpy didn't pay any attention. The more she rose, the more she could see the devastation the invaders had caused. Twenty minutes after the arrival of the airships and Ponyville was completely overrun. Sugarcube Corner was the only bastion of safety left, like a small defiant island in a sea of Timberwolves. Sweet Apple Acres didn't look in any better position, either. At least the Timberwolves there were on the outside. That left Twilight's castle, which was doing quite well, surrounded by piles of wooden branches - remnants of Timberwolves that had attempted to get in.

Up and up, the pegasus continued to ascend. The deck of the airship was visible now, crawling with Timberwolves. None of them seemed to be paying any attention to her, instead focused on the happenings below. That was good. But who was in charge of the ship? No way Timberwolves could come up with this on their own.

Derpy was just about to fly towards the airship at full speed, when the giant on the browned surprised her for the second time. The monstrous wolf made a few steps back, then leapt at her. That was to be expected - he had done it once before. What followed, however, was totally new. The massive wolf form burst in hundreds of pieces. Engulfed by Timberwolf magic, each piece transformed into a new wolf, heading mercilessly at its target. Derpy saw her life flash before her eyes. A few beasts she could deal with, an entire flying pack, however, was far beyond her.

Muffin crust! Instincts yelled for the pegasus to shield herself in her wings. Common sense told her not to. The pack were less than a moment away. Flying blindly at them would serve no purpose. Best she could hope for was to take out as many as she could before the the inevitable.

"Stay clear, Derpy!" a raspy voice shouted. "And cover your ears!"

Derpy reacted instantly. Forehooves corked her ears as an explosion burst meters above. Sound mixed with rainbow fragments passed through her, causing her entire body to tingle. The Timberwolves were not as fortunate. The rainbow's magic easily negated their own, destroying the bond that kept them whole. In a matter of seconds they were to a cloud of branches.

"You alright there, Ditzy?" Cloudchaser asked as she and Rainbow Dash flew alongside the grey mailmare. Derpy nodded.

"Awesome!" Rainbow Dash smiled, taking the lead. "Now let's capture us an airship!"

* * *

One by one rows of sharpened reeds emerged from the airship's wooden surface, all of them pointing at Rainbow Dash. The pegasus dared not move, fearing the slightest provocation could turn her into a reed pincushion. No doubt about it, she had been way reckless this time.

A short distance away, Fleetfoot attempted to zoom through and help her. A wave of reeds dissuaded the Wonderbolt from doing so. Whatever the airship's plans for Rainbow were, it would not be interrupted.

"What are you waiting for?" Rainbow shouted at the airship, defiant to the bitter end. The fear in her voice was obvious, just as was her determination.

The central mast of the airship rippled. Several layers of its base moved aside, opening like a curtain. Rainbow couldn't look away, as a head emerged from the watery wooden surface. Emerald green eyes on a brown face looked at the pegasus. It was the look a victor gave a defeated enemy. No one could deny it - the airships had come and won. The Wonderbolts were scattered, desperately scrambling to limit the damage to their kingdom. There was no telling what had happened to Ponyville, hopefully Twilight and the girls had managed to hold things off.

Slowly, the creature emerged completely. In her full form she looked quite different. Her body was that of a finely crafted wooden statue, her mane - a set of delicate orange reeds waving in the air. A single wooden mare had managed to stop the entire Wonderbolt force? Rainbow couldn't believe it.

"If you think you'll frighten me, think again!" the pegasus put on a bold front. In truth she was terrified, but exactly that fear fueled her resolve. “I’ve face way more impressive monsters that you’d ever be!”

The other shook her head with a frown. Thus was not the response she was hoping for. A single reed shot from the bow of the ship, aimed at Rainbow Dash's head. The pegasus didn't flinch, leaving the projectile pass inches away her right eye.

"Unfortunate," the treeborn mare said. Her voice was soft, flowing like the melody of a flute. "If you will not surrender or fear us, there is only one thing left."

Suddenly, out of nowhere, lightning struck the ship. The top of the main mast exploded in a ball of blue flame, followed by three more explosions on the deck itself. Rainbow didn't hesitate - she saw an opportunity and she took it. Performing an aerial somersault she dived downward. A massive wave of reeds flew her direction, only to have another lightning bolt reduce them to cinders.

"This way, Rainbow!" a pegasus shouted, a fair distance away. It was Cloudchaser. "Move away from that thing!" She kicked another lightning bolt at the airship. Unfortunately, their enemy had adapted. Reeds the size of tree trunks flew to intercept the bolt, causing it to explode well away from the ship.

"Chase, what are you doing here?" Rainbow shouted, as she flew out of the airship's range. "Are you crazy? You can't stop that thing with lightning-crackers! If you haven't noticed, that thing's huge!"

"You're saying we should flee?!" Cloudchaser cried incredulously.

"Did I say that?" Rainbow thrust towards one of the larger clouds. "Come here and follow my lead!"

If clouds and lightning couldn't harm you, how would you like a tornado? Reaching the cloud she gave Cloudchaser a sign to follow her, then started circling it like wild. A wind cone formed, holding the cloud tightly within its grip.

"Are you sure about this?" Cloudchaser shouted as the two picked up speed.

"Please!" Rainbow laughed. "I know how powerful this baby can get!"

"But can you hold it?” Cloudchaser started to wobble slightly, as the power of the tornado grew in strength. “Last time it didn't turn out so well!"

"We don't need to! All we must do is swing it in the right direction,” Rainbow shouted. Have to keep control! Her body fought against the winds attempt to cast her out. No you don’t! Not yet! “Are you with me, Chase?"

"With you!" Cloudchaser yelled back. The force of the tornado was starting to pull her in.

"Just a little big longer!" Rainbow increased her speed. They literally had one shot at this, so she wanted to be sure it was their best. The strain in her wings increased. Rainbow could almost feel her wing feathers being ripped off.

"Now!" Rainbow yelled. "Let it go!"

Both pegasi darted out of the upper side of the cone, leaving the tornado to continue towards the flagship. In size it was barely comparable to that of the airship, but that wasn't its purpose.

"Now put some lightning in there, girl!" Rainbow said. A lightning bolt emerged from Cloudchaser's saddlebags. With perfect precision, the pegasus sent it in the tornado cone, causing it to blossom like a flower of electricity. "Awesome! Let me see you stop that now, wooden heart!" Dash yelled triumphantly.

"Wooden heart?" Cloudchaser blinked.

"I'll tell you later. First we go back to Ponyville. Can't leave our friends there hanging." She looked around. The storm cloud they had created could well delay the advance of the wooden fleet. At present that was all they could do. Rainbow knew now winning the war wasn't going to be done by a single awesome event. The most she could do, what she should have done from the start, was to help her friends keep Ponyville from falling. As long as everypony helped save one town at a time, Equestria would always prevail.

"Put on your goggles, Chase!" Rainbow said. "We'll be going near rainboom. I'll take the lead, you keep in my wind tunnel."

* * *

"Remain on the airship!" Echo ordered.

The Timberwolves growled, displeased, but they obeyed her. Leave it to them to think with their fangs and be blind to everything else, she thought.

The rainbow explosion the pegasi had used was a new type of magic she had never seen before. In moments it had destroyed three quarters of the Timberwolves. So far all those still on the airship had remained intact, but Echo knew she couldn't count on them. If they could be defeated so easily, their help was pretty much useless. From here on she had to rely on her own power.

"If anything gets on board, subdue it," she said still considering her next move. "Do not kill. The Conclave must know more about this power they have."

"Is that wise?" a new voice asked. Startled, Echo made roots shoot out from the area around her, forming a protective cage. A wind nymph was floated in front of her, looking at the dryad in mocking amusement. "Weren't you told to capture this insignificant town? A task that even you should be able to manage."

"Icewind," Echo said with distaste. "I thought Syrinx said that none of you would be on my ship."

"The Conclave thought otherwise," the other replied. "I was told to keep an eye on you, and from what I see you need it. Thousands of Timberwolves and you are still having trouble with a handful of pegasi. I can't imagine what will happen if the alicorn decides to fight."

"I could take care of myself," Echo's whispers shattered the air, like the screams of a thousand bats. Around her the Timberwolves began to cower in fear.

The wind nymph shrugged, unimpressed. "Then maybe you could deal with those?" She pointed at hoof at the sky. Three pegasi were approaching in formation, their leader was the one who had performed the devastating rainbow spell.

Are you testing me, Icewind? Or did you come just to annoy me? You want me to deal with the ponies? Very well!

The dryad waited. The trio pegasi came closer and closer. They were hesitant, circling her airship from afar, only now and again approaching in provocative fashion. Undoubtedly they were suspecting something. In that case she was going to force them to approach.

"Go back down," Echo ordered the Timberwolves. With the corner of her eye she saw Icewind smirk. Let me see what you do now, ponies.

* * *

"They are starting again," Cloudchaser shouted. "We must go down and help them."

"No!" Rainbow Dash veered towards the ship. "We will take the airship." A sharp pain struck her heart as she said that. She really hoped Fluttershy had made it safely to Twilight's castle. There was no way she could manage to hold out in her cottage, even with the help of her animals. Also there was Scootaloo. The filly was a fighter, though. She had to be alright. Surely she was.

"That's crazy!" Cloudchaser flew in front of her. "Did you forget what happened an hour ago?! If I hadn't come along, they would have plucked your feathers! We must go down!"

"You saw what Derpy faced," Dash looked to the mailmare. "Do you think we can deal with that?"

"Can't you do a few more rainbooms?" Cloudchaser wasn't giving up.

"Heh, I know I make everything look easy, but rainbooms aren't that simple, Chase. I think I can manage one more, but that's it. Don't worry, I have a plan."

"Really?" Cloudchaser sounded skeptical.

"Hey!" Rainbow glared at her. "I haven't been hanging around Twilight for so long without picking up a few egghead tricks. How many lightning bolts do you have?"

Cloudchaser checked. "Two."

"Should be enough," Rainbow lied. In truth she was hoping for five, at least. Even Wonderbolt. grade, that amount of bolts would do nothing to such a vessel that size. There were a few options, however. "Trust me, girls, you are going to love this!"

* * *

That's it. Echo emerged from the mast. Her slender body slowly made its way towards the front of the airship. This was the first time out in the open since the ship had left the Everfree Forest and she didn't like it. There was too much air and not enough soil. What she wouldn't give to have ground beneath her hooves. With luck, once the campaign was over, she would have that chance. The sooner everything was over, the sooner things could return to what they were, until the next campaign.

Come protect your forest, little ponies. Echo looked as the pegasi approached. Come protect your seedlings. Do what your instincts tell you. And fall. Everything was going according to plan. The ponies' leader, the blue pegasus, had spotted Echo and charged straight at her. Did she really think her spell was strong enough to defeat a dryad? The possibility always existed, but Echo had no intention of letting her opponent find out. Taking a deep breath, she waited. With every second the pegasu neared her resolve strengthened. No hesitation, no doubt, no mercy. As soon as the pegasi crossed the invisible threshold, the dryad acted. Barely moving her lips she let out a single whisper. The sound exploded in the air, transforming into a hurricane of screams escaping the depths of Tartarus itself.

The Timberwolves went crazy. Leaping away, they clawed at the walls of the ship’s hold to get as far away as possible from the dryad, whimpering like little puppies. The effect on the ponies was slightly different - the blue one and the violet one instantly fell unconscious, their inertia keeping their forward momentum. To Echo's surprise, the grey one wasn't affected. The dryad let out another torrent of screams, and another. Still no effect. The dryad could only watched as the remaining pegasus grabbed her friends and flew away to safety.

"Well done," Icewind said, her voice dripping with sarcasm. "Will it help if I sing them a lullaby next?"

"A single pegasus can't do anything," Echo hissed. "The Timberwolves will take the town, and if the ponies try to interfere, I will step in."

* * *

By Celestia, that was close! Derpy flew to the nearest safe cloud then carefully placed Rainbow and Cloudchaser on it. Tearing off a cloud fragment, she then squeezed some water onto their faces.

That should get them up in no time, she said to herself.

Below, the Timberwolves had nearly established dominance over the entire town. Despite her best efforts, Pinkie had to abandon Sugarcube Corner, and be teleported to Twilight's castle, along with everypony else. The Carousel Boutique was it tatters, and Sweet Apple Acres seemed eerily quiet.

Rainbow stirred. "Aww, my head!" Squinting painfully she placed a hoof on her forehead. "What happened?"

Derpy sighed. She had felt the effect of the dryad's voice as well. Apparently it affected the inner ear, causing ponies to faint... or, at least, causing normal ponies to faint. Thankfully, it had little effect on her. The incident she had as a filly, that affected her eyes, did other things as well. Apparently she was safe from the dryad’s auditory attack, although it had given her a splitting headache.

"Feels like a hoof to the skull," Cloudchaser groaned as she tried shakily to get back on hooves.

"It was a sound attack," Derpy said. "Her whispers are a combination of low and high frequency sounds that bombard the inner ear, leading to headaches, dizziness and fainting. She must have used that to knock you out, and…” her voice trailed off, seeing the way the other two gaze at her in astonishment. “I sometimes read a bit after work,” she smiled sheepishly.

"Well, that changes things," Cloudchaser said, massaging her left temple. She turned towards Rainbow. "Do we still go with your plan?"

"Sure thing!" the answer came without hesitation. "If we go down, we go down flying! We just need to make a few changes, that's all." She stretched her wings, flapping them a few times.

"You're the lead pony," Cloudchaser patted her on the back. "Next time I fly first."

"But, that doesn’t even make sense..." Rainbow tried to interrupt, but Cloudchaser wouldn't let her.

"Think logically, Dash. You might be lead pony, but I've been on more field missions than you. You are better in terms of speed, but I'm more accustomed to pain. I’ll take the brunt the brunt of it. You just be sure you manage to pull off your part."

Rainbow opened her mouth to protest again, but ultimately said nothing. All three knew what the outcome would be, but they had to say what had to be said. Wings could carry only so much weight - every fear, every doubt made a pony heavier. For the plan to work they had to be light, and work together.

"So," Rainbow said looking at the airship. "Are we ready? Will we be awesome, or what?"

"Awesome like a lightning storm," Cloudchaser nodded.

"At night," Derpy added.

"Cool! Let's do this!"

* * *

"They are back," Icewind said in annoyance. "This time they are hiding behind a cloud."

How stupid. The cloud won't save you. Even if I can't see you, it won't block my voice. She found it strange that they were following an identical attack pattern. Surely they knew what the outcome would be. Unless...

Ah. The grey one... Echo thought. You are planning on using the grey one. The cloud is just to distract me.

"Gather behind me!" she ordered the Timberwolves. "I want you to remain there until the pegasus gets close. And don't you dare budge from your place before that!" The command was obeyed instantly. Without a sound of complaint, the beasts did what was asked of them, moving closer to the dryad.

I really don't like doing this, Echo said to herself, while keeping a cold facade. I really don't like fighting like this. Is it the same for you too, Syrinx? Is it all an act to fool the Conclave? Or have you become like the wind nymphs?

"That thing is approaching fast," Icewind said, a hint of fear in her voice.

"If you are so scared, you shouldn’t have set hoof on my airship!" Echo said sharply. 'Everything in war is all smoke and mirrors', Syrinx had told her. 'Most of the time our fleets win, because our enemies believe defeat is inevitable. The moment your adversary starts thinking there is no point, the battle is won.' Wise words. If the enemy was using smoke, she would counter with a mirror image - a mirror image of sound.

The sudden sound of thunder ripped the air. The approaching cloud increased its size tenfold. Its white surface became dark gray covered in scores of lightning sparks.

"Storm clouds!" Icewind yelled in utter horror.

Instinctively Echo let out a shriek. As she suspected, a white maned violet Pegasus fell from within the cloud, heading unconscious towards the ground. The storm cloud, however, had already gathered enough momentum. Shivers went down Echo's entire body. If there was anything dryads feared above all else it was fire, and lightning was skyfire in its purest form.

"Stand your ground!" Echo galloped towards the mast. As long as she reached it she would be safe from any threat and the Timberwolves would take care of any potential danger. "I'll move the airship. We should be able to evade it!"

Icewind didn't hang around to find out. Scared witless, her body became transparent, then leapt off the airship, flying in the direction of the Everfree Forest.

Damn you, Icewind! The dryad paused. Her hatred of the wind nymph was greater than concern over her own safety. Always acting high and mighty, then at the first sign of danger you float away like a broken leaf! The Conclave shall hear of this! I personally will...

"Get ready to be Rainboomed!" A second pegasus pierced the storm cloud before Echo could finish her thought. Faster than any creature the dryad had seen, this adversary flew right at her.

She's going to use her rainbow magic! At that distance it might kill me! It was a split second decision - leap towards the mast in an attempt to hide, or shriek at the attacker in the hopes of being faster. Echo chose confrontation. As she started her shriek, an explosion of colour burst above her. The wave pushed her back, scattering the bits of all remaining Timberwolves on the airship.

"No!" The dryad shouted shielding her eyes with a hoof. She didn't want to be destroyed! She wasn't ready for it. There were still things she needed to do... Seconds passed. Slowly Echo opened her eyes. Was it over? She was in slight pain, but very much alive. A step away, the blue pegasus was lying unconscious on the airship's deck.

Did I win? She nudged the pegasus with a hoof, just to make sure. Her first command, her first success. Was this the feeling of battle euphoria she had heard about? So strange to describe, and yet so pleasant, exhilarating, addictive.

"The battle is mine!" she shouted triumphantly, as her body trembled with excitement. "It is mine!"

Finally, she had something to be proud of, something that would make her mentor proud. Finally she--

There was a gentle tap on the shoulder. Turning around she managed to catch a glimpse of a grey pegasus, shortly before getting a hoof to the face.

* * *

Celestia was reading Twilight's letter when the airships came. The entire day, reports from throughout Equestria had been pouring in. Many of her cities had fallen, some were under siege, a few had managed to fight back, even capture a vessel. Taking a quill, the Princess wrote a quick response and magically sent it back to her pupil. Trying times were ahead for Twilight and Cadence. Both of them were going to face hardship, and this time she wasn't going to be there to guide them.

The letter sent, Celestia went to the balcony. Outside, the entire fleet of airships was waiting. No Timberwolves had been released and no reed arrows fired. In her typical calm fashion, Celestia flew onto the enemy flagship, where a dryad was waiting for her.

"Syrinx," Celestia said politely. "Canterlot is now yours. All I ask is that you do not harm my little ponies."

"Very well. As long as they accept the Conclave," the dryad curtly.

"I missed you, you know," the Princess nodded solemnly. "After all, it has been a very long while..."

"I bet you say that to all your students," the dryad said, bitterness dripping from her words. "In any event, I serve the Conclave now, and the Conclave has decreed I bring you before them."

"In that case, let's go, dryad."

"And we shall, goddess."