“We have incoming!” Mjölna shouted as she raised both forelegs and pointed them at the enemy. “Those airships are turning broadside to fire at us!”

Sideralis stared at the airships, wide eyed, mouth open, his sunlight blurred vision not allowing him to see in any detail. More pegasi were coming as well. He was terrified, absolutely terrified.

“In the name of King Skyfire, you are to surrender!” a magically amplified voice shouted, “if you surrender, you will be given mercy! Do not make this more difficult than it needs to be!”

“KING SKYFIRE CAN SNAP OFF HIS STUBBY LITTLE HORN AND SHOVE IT UP HIS PECKER-HOLE!” Mjölna screamed in reply. “THAT UNICORN SISTERFUCKER HAS THE HOTS FOR HIS DAMNED SISTER!”

“How dare you speak in such a way about our king!” the amplified voice shouted in return.

“Mjölna, go take care of those airships!” Twilight commanded as she launched Mjölna towards the closest airship.

Sideralis watched as Mjölna flew through the air, she became blurry as she gained distance, then fuzzier. She landed on the airship, which seemed to be rather small, all things considered; it was more like a floating platform under some kind of balloon.

There were screams on the airship, then an explosion, and then the airship began to sink from the sky. Sideralis saw something pony shaped leap from one airship to the next, jumping what had to be more than twenty feet and they were hundreds of feet up in the air. There were bright flashes of light, more screaming, and then an explosion. The second airship began sinking. The third airship was now fleeing, flying away at full speed, and the pegasi surrounding the ship were also escaping.

The two airships, crippled, sank down to the earth. Mjölna lept off of the second one and was caught mid-flight by Twilight Sparkle, who continued to fly towards Cyclops. Far below, the sounds of combat could be heard in the streets.

“Prince Sideralis, I am pleased to report that several unicorns were only gruesomely injured, but not killed, and I disabled the airships so they would sink and not crash. Everypony aboard should live,” Mjölna said as she hung in the air, suspended by Twilight Sparkle’s telekinesis.

Looking down, Sideralis could see that part of Mjölna had been burnt black and she was missing whole patches of hair. She had been set on fire; even worse, he could smell it now that she was closer. The scent of burnt hair and flesh made him feel queasy.

“Are you hurt?” Sideralis asked.

“Naw,” Mjölna replied, “I’ve turned certain unnecessary functions off. I’m fine.”

“But you are hurt.” Sideralis could feel his eyes tearing over, and it wasn’t from the wind. He shook his head. “Why is this happening?”

“Because it is.” Mjölna shrugged.

“More incoming!” Stout shouted, scanning the horizon with her one eye.

“Oh fuck me running, that’s a whole lot,” Apple Bloom said as she too saw the incoming army.

Twilight Sparkle picked up the pace, hoping she could outrun the teeming masses on the horizon. She suspected that there would be trouble at the Cyclops facility as well. She wasn’t certain how much trouble she could handle. If she had to, she could obliterate her enemies by the score, but doing so would not endear her to her fellow ponies. Somehow, she had to prevent this from becoming a massacre.

The dark figures swarmed forwards and Twilight realised that they were not foes, but friends. Squinting, she could make out Chrysalis. Twilight heaved a sigh of relief, never happier to see the changeling queen. She slowed and allowed the swarm of changelings to catch up.

It didn’t take Queen Chrysalis long before she was flying beside Twilight Sparkle.

“They made a move on the The Ouroboros. We had to open fire. The Phoenix Rising joined as well. Captain Spitfire is currently in command of both vessels. They tried to arrest King Stag! He fled to our ships and was begging for sanctuary, I hope you don’t mind, but we need him, so I had him secured on board,” Chrysalis reported.

“And what of Queen Acherontia?” Twilight asked.

“King Stag said that the last time he saw her, she was face down in a pool of her own green blood,” Chrysalis replied.

Twilight closed her eyes and in her frustration, she shrieked the word, “FUCK!” She opened her eyes again, grimacing, shaking her head in disbelief.

“Let me help you with those, they look heavy,” Queen Chrysalis said as the changeling lifted both Mjölna and Apple Bloom in her own telekinesis. “Hey, drones, start patching up Mjölna while we’re flying!”

Sideralis looked down at the river below him. Farms stretched out from horizon to horizon. The city was behind them. He felt like throwing up. He felt Stout embrace him, and he welcomed it. He wiggled and after some moments of struggle, he got his forelegs around Stout’s neck.

“So what is the plan, Princess Pain In My Ass?” Chrysalis asked.

Twilight, who was having a much easier time since the changeling queen had eased over a thousand pounds of load, turned to look at Chrysalis. “They’re going to recycle Mustang… we have to rescue her. Also, Scootaloo is still there at Cyclops. We have a rescue to do… there are others as well—”

“Doctor Gizmo Gears… they’ll want to seize him, no doubt about it,” Chrysalis replied, “there are about a hundred or so drones with me… if they’re preparing a welcoming party, things might get crazy.” Chrysalis looked at Sideralis. “Want me to haul Prince Root Beer off and keep him safe somewhere?”

“NO!” Sideralis shouted, shaking his head when he heard Chrysalis’ question. “I need to know that Scootaloo and Mustang are safe!”

“We have airships incoming!” Apple Bloom shouted.

“Yes we do,” Chrysalis said, turning to take a look. “Twilight, want me to take Sideralis and get him to safety?”

“I won’t go!” Sideralis shouted.

“We stay together,” Twilight said, not certain that she was making the right decision. “Stout, Apple Bloom, Mjölna, activate your royal guard protocols… Sideralis, we can talk about the morality of me giving this command later… Chrysalis, summon more of your army and send a distress signal to The Ouroboros, tell him that we are in trouble and need assistance ten minutes ago!”

“Stout?” Sideralis said as he clung to the mare that he was starting to feel strong feelings for.

“What, Sid?” Stout replied.

“You brought up the fact that you might have been manipulated into feeling the way you do that night when we came here and you kissed me… and I brought it up again and I was a jerk about it… I’m sorry… I… have feelings for you… I don’t understand them, but I want to live through this and sort this out…”

“GAH! I can feel the love! Soon, mystical powers will be mine!” Chrysalis shouted.

“Don’t make this weird!” several ponies shouted in unison.

“My priorities have changed!” Chrysalis flew beside Twilight Sparkle, a crazed, maniacal grin upon her face. “These two have to stay alive so they can make sweet, sweet virgin love to one another… phenomenal cosmic powers await—”

“Chrysalis!” Twilight gave her friend a distasteful scowl. “I don’t like how close those airships are getting!”

Even as poor as Sideralis’ vision was, he could see that these airships weren’t platforms with hot air balloons… these were bigger, larger, and somehow scarier. They were trapped in open sky. There was nowhere to run, no cover, no place to hide, there was nothing but a few clouds.

“One is turning broadside!” Apple Bloom shouted as she pointed with her foreleg.

“Twilight, can you teleport with this much mass?” Chrysalis asked.

“Only once… if I’m lucky, and then I’ll be done for until I can get some rest,” Twilight replied, “and it won’t be very far… maybe a hundred yards at the most.”

“Six ships, four cruisers and two destroyers… if you were to get me aboard one of them, I could disable it, but it would take a while. It might be your best option. Better yet, I might be able to seize the ship, take control, and open fire on the others. That might—”

“No, Mjölna, you’re one of my best friends… I’ll not leave you behind on a suicide mission,” Twilight said, shaking her head as she flapped her wings. Twilight, feeling fatigued already, more mental than physical, tried to think as she continued flying towards Cyclops.

There was a thunderous boom and something flaming arced overhead. The whole world filled with fire, heat, and the air was filled with a deafening crackle. Several changeling drones ignited, bursting into flames, their fine gossamer wings disintegrating as they plummeted down towards the earth below.

Sideralis had gone deaf. All he could hear was a long, endless beeeeeeeep! in his ears. Stout’s forelegs wrapped around his head, shielding him and his eyes. He was blind, unable to see anything. He began to worry about what might happen if Twilight Sparkle dropped him.

As the flames and the fire began to clear from the skies around the companions, something shimmered in the distance, almost like heat rising up off hot rocks. The empty sky was filled with a dazzling display of light as the The Ouroboros and the Phoenix Rising dropped their changeling invisibility spells and materialised.

The attacking ships might have been a collection of destroyers and cruisers, but The Ouroboros and the Phoenix Rising were dreadnaughts, each of them were almost a half a mile long and bristling with enough guns to reduce the city of Maredina into an ash pile that could be blown out to sea. The two airships were floating cities themselves, massive crafts that defied description or explanation, they were floating, flying, airborne changeling hives.

The Ouroboros fired, several hundred globs of green goop arcing from its guns. The green goop was acid, stomach acid of all things, fired from modified digesters that had been turned into cannons. The barrage struck the enemy fleet and each blob of acid began to dissolve whatever it was they struck. Metal decks, gasbags, the first volley fired began to digest the enemy fleet.

The Phoenix Rising fired next and several hundred more green globs filled the air. The enemy fleet was pelted with sticky goo that broke down anything it touched. One of the destroyers began listing, its gasbag deflating and smoke rose from the rear of the ship. Two of the cruisers were trying to turn around to flee.

Several more volleys were fired; the disabled destroyer exploded, something in the back end bloomed into a massive fireball. The explosion set a nearby cruiser on fire, igniting the gasbag. Debris and flaming wreckage rained down upon the farmland below, twisted metal falling from the sky like shooting stars.

Sideralis saw none of it, nor heard any of it, still deafened as he was and having his eyes covered. But he felt it. The shockwaves tore through the air, slamming into Twilight and her companions like invisible hooves.

When The Ouroboros and the Phoenix Rising ceased firing, there were no longer any ships flying. The two destroyers and the four cruisers were no more than falling, flaming wreckage.

“Chrysalis, I want the Phoenix Rising to hover over the city of Maredina. I have a feeling that the hospital wing will be needed before this is over. I need you to come with me… I’m going to need you, Chrysalis… I need ponies I can trust.”

“Aw, how sweet, she called me a pony,” Chrysalis replied, batting her eyelashes.

“Send every available drone out. Tell them to avoid fighting and to only act defensively. I want them out helping the injured. Also, make certain that Fluttershy is okay. Have her do what she does best, but have her doing it in a safe place!” Twilight Sparkle stared up at the much taller changeling, her face full of worry and despair.

“Hello Twilight!”

“Captain Spitfire… please, save as many of my ponies as you can!” Twilight said to the brash yellow pegasus.

“Of course, that is what I do. Sorry I was late, I had to fight my way out of the harbour. You know, as bad as this war is, I never thought I would be fighting my own.” Spitfire grinned and looked over at Sideralis. “How’s our prince?”

“He’s… he’s… I dunno how he is, but he is determined to see this through,” Twilight replied.

“Would you expect any less from Princess Luna’s son?” Spitfire raised her eyebrow, stared at Twilight, and then looked over to where Stout was checking Sideralis’ eyes and ears. “You should make him stay behind—”

“Don’t you think I want to? I am going out of my mind worrying about his safety, but Princess Celestia told me to keep him close to me in times of trouble! And I cannot help but feel that somehow she is right about this… I wanted to kill all those pegasi that ambushed us… Sideralis kept them alive… I… Spitfire, I’ve killed so much that I don’t even think about it when it happens, I almost slaughtered a bunch of my own subjects!”

“So… Sideralis is now an external source of sanity and good judgment. Gotcha.” Spitfire nodded her head, causing her flaming orange mane to bob in time with her movements.

“I dunno,” Twilight shrugged, “maybe?”

“Killing them outright would be bad… it will be far better to do it in the name of actual justice. General Thunderclap is aware of the situation and he is returning to Maredina with all haste. This clusterfuck can be salvaged. Do you trust General Thunderclap?”

“Of course I do, what kind of question is that? He was Princess Luna’s right hoof and best friend!” Twilight sucked in a deep breath and tried to calm herself.

“Twilight, just try to keep in mind, Thunderclap is going to respond to this situation as a General and not as a Princess. I have no fucking clue what is going to happen, but he’s a hard motherfucker,” Spitfire said.

“The only pony to make it out of Canterlot alive when it was invaded.” Twilight Sparkle closed her eye and let heave a weary sigh.

“That’s right! And being a hard motherfucker, he’s going to have an absolute monster of a hate boner for anypony that tries to harm you… only way to make a hate boner like that go away is to fuck something over—”

“I know.” Twilight opened her eye. “I need to go and make sure that Mustang and Scootaloo are safe… I have ponies to rescue… Spitfire… good luck… save as many ponies as you can… try to stop as much violence as you can…”

“Aye aye, Commander Sparkle!” Spitfire’s wing snapped out in a salute. “Best of luck to you. I’ll look after Fluttershy and make certain she is safe with my own two eyes.”

“Thank you, Captain Spitfire…”

The Cyclops Science and Research Center looked no different than it usually did. Overhead, The Ouroboros cast a shadow over the massive building. Twilight Sparkle approached the main doors with caution. There were no crowds to greet her, no herds of happy ponies who were excited about work, the train station platform was empty.

Twilight moved with Sideralis held behind her in a shield bubble, Mjölna in front of her, Apple Bloom on her left, and Creamy Stout on her right. Approaching the front entrance, Twilight saw that the doors and the windows had been shuttered, steel plates had been lowered to block the entrance. Twilight could easily just rip the steel plates off, but she wasn’t sure how much of her magic she might need once she was inside.

“Apple Bloom, Mjölna, we need an opening. Make me a door,” Twilight commanded in a calm, soft voice.

Saying nothing, the two mares moved forwards. They reached the steel plates, paused, rose up on their hind legs, and then both of them extended fingers. Using a bit of telekinesis to pull open a corner and an edge, Mjölna dug her fingers into the inch thick steel plate, getting a good grip, and then Apple Bloom did the same down at her end.

Both mares heaved and an electric hum came out of their bodies as servomotors and organic hydraulic systems kicked in to assist them in their efforts to peel away the inch thick plate steel. Rivets popped and the steel shutter let out a squealing sound, as if the metal was in pain. Something creaked. Apple Bloom and Mjölna weren’t even breathing hard, their systems providing perfect respiratory regulation.

With a thud, a ten foot by ten foot square steel shutter was ripped away, revealing glass double doors just behind it. Mjölna retracted her fingers, dropped down on all fours, and opened the glass door.

“In the name of Queen Marigold, you are ordered to stop!” a powerful looking earth pony stallion said to Twilight as she entered the building. “Surrender now and this can still have a peaceful end. Tell your weapons to stand down and we will allow you and Sideralis to both live so that you might repopulate your species. Queen Marigold of the Earth Pony Empire, is merciful and kind. We do not wish to fight you, but we cannot allow you to go any further.”

Twilight looked at the army gathered in the entry alcove. There had to be at least fifty or more earth ponies, several pegasi, and a few unicorns. Much to her annoyance, they were in the way.

“I am Princess Twilight Sparkle… look, I don’t want to fight you, but you are putting me in a very bad position, standing between me and my friends—”

“You will not kill us!” the earth pony shouted. “Massacring us would make others hate you! If you kill us, there is no way other ponies would ever acknowledge you as a princess! You would be seen as a tyrant! Now stand down and surrender!”

“I’ve had enough, Mjölna, Apple Bloom, Stout, cut them down—”

“NO!” Sideralis shouted. “Don’t kill them! That’s an order!” Sideralis tried not to think about how hypocritical it was to take advantage of the royal guard protocols, knowing that none of them could resist his commands. He saw Twilight give him a strange look.

The three mares rose up on their hind legs and began to move forward, forelegs extended. Twilight’s shield extended to surround both her and Sideralis. Mjölna moved ahead, leading the way. Sideralis saw three red bullseyes manifest upon three different earth pony guards, each bullseye locking on to their heads. The alicorn stallion winced, fearful that he was about to see three ponies’ heads explode.

Much to his surprise and also to his horror, the bullseyes moved, and reappeared upon three different earth ponies’ knees. All three mares fired at once, releasing telekinetic pulse blasts in unison. The pulse blasts bored holes through the legs of the three earth ponies, the friction of the blasts immediately cauterising the wounds as the telekinetic bolts passed through flesh. The air filled with the stench of burning hair, meat, and screams. A lot of ponies all started screaming at once as the red bullseyes all sought out new targets.

Sideralis watched, his mouth open, as Mjölna, Apple Bloom, and Stout moved through the crowd, cutting down ponies with perfect mechanical precision. Not a single shot missed or went wide. Each shot crippled, boring a neat bloodless hole right through the front knee of the target. In what felt like seconds a dozen earth ponies were already downed, clutching their legs, screaming in agony, and the air began to fill with smoke.

Whimpering, tears filling his eyes, Sideralis realised that each of these crippling shots to the knee could have been headshots, perfect headshots, and in that moment, he understood just how dangerous Stout and others like her could be.

But they could also be merciful. Out of the dozens of ponies already downed, not a one of them was dead, or even appeared to be in danger of dying. There was no blood to be spotted anywhere. The three mares walked bipedal into the mob, their telekinesis projectors making pew pew pew! sounds as they mowed down all opposition.

One of the unicorns made a mad dash to reach the doors in the back of the room. Apple Bloom lifted her foreleg and a little red bullseye appeared on the unicorn mare’s hind leg, right on her hock. Apple Bloom fired once and a hole the size of a golden bit appeared in the mare’s leg. She fell to the ground, howling in agony, while clutching her hind leg to her barrel with her forelegs.

One of the surviving unicorns shouted, “Summon our backup!” He lept over the desk were the receptionist usually welcomed visitors and took cover.

The earth pony guards and the pegasi were almost done for. Stout, Mjölna, and Apple Bloom were finishing off the last few guards when the rear doors opened. A unicorn and a bulky earth pony emerged.

Sideralis squirmed; the earth pony stallion was too bulky… too much like Stout and the others. He knew right away by looking at it that he was looking at another cybernetic equine. He became afraid; Stout and the others were in real danger now.

Screaming, grunting, panicked ponies clutching their crippled limbs tried to crawl away as the massive earth pony stallion entered the room. Mjölna, Stout, and Apple Bloom all stared at the massive stallion. His skin bulged with synthetic muscles.

“Unit 47, dispose of enemy hardware and then kill both Twilight and Sideralis. We offered the alicorn tribe a chance to live and they rejected it,” the unicorn said.

The earth pony stallion shuddered. “No… no, I will not kill… her.”

“UNIT 47, DO AS YOU ARE COMMANDED!”

“No.”

With a scream, the earth pony stallion dropped to the floor and began to writhe. He kicked and thrashed, his legs causing the stone tiles on the floor to crack. The whole room shuddered as he spasmed. The scream ceased to be an organic scream and turned into a squeal of feedback, like two microphones being held too close together.

“What have you done?!” Twilight shouted. “Stop whatever spell that unicorn is casting!”

“Cease your spellcasting and comply!” Mjölna commanded.

The unicorn responded by firing off several powerful telekinetic blasts that connected with nothing. Apple Bloom, Mjölna, and Stout all moved with a swiftness that defied their weight and bulk. Stout cartwheeled away, Mjölna did a backflip and then somersaulted to safety, while Apple Bloom lept into the air and landed almost fifteen feet away.

The fallen cybernetic stallion was letting out a purely mechanical screech now, his mouth frozen open and his whole body twitching. Sideralis could not bear to look and he wished that he couldn’t hear. This was his worst fear; inhibitors being used to hurt somepony.

The unicorn tried shooting Apple Bloom, but the mare darted away, dodging and weaving as she moved out of the way of the blasts. While Apple Bloom was moving away, Mjölna took advantage of the distraction and got closer. She lifted her left foreleg and pointed it at the unicorn mare.

“You had a chance to comply and did not. Your life is forfeit. I must now end your spellcasting to save the life of another!” A plume of pink and blue flames shot forth from Mjölna’s left foreleg and consumed the unicorn.

The unicorn, now covered from horn to hoof with fire, fell to the floor and flailed around, trying to scream but only filling his lungs with superheated air. The unicorn who had taken cover behind the desk took this opportunity to take a shot at Stout.

Stout dodged the telekinetic blast with ease, sidestepping it, and as she moved, she lifted the desk with one telekinetic projector while firing a shot with the other. She burned a neat hole through the unicorn’s foreleg and then, for good measure, dropped the heavy desk back down on top of the squealing, miserable wretch.

With a rattling gurgle, the flaming unicorn died, but the stallion did not stop screaming. Twilight Sparkle rushed forwards, still shielded, and went as close as she dared to the stallion’s side.

After looking at him for a moment, Twilight Sparkle shook her head. “I don’t know you… I’m supposed to know everypony that has taken part in the Rainbow Revival project…” She stared down at the stallion in the throes of a mechanical seizure, not certain how to help him.

“Reset, hard reset,” Twilight said in a hesitant voice, already knowing that it wouldn’t work. She had no command over this poor creature. He had been made without her knowledge, without her failsafes, he was beyond her help.

Sideralis, overcome with emotion, began weeping. He looked around the room, the sounds of equine misery echoing in his ears. Ponies were crying, sobbing, some of them even wailing in agony as they clutched their crippled limbs. There was a flaming corpse nearby that was filling the room with horrible smelling smoke.

“Wake up,” Sideralis begged, “please snap out of it!”

Much to everypony’s surprise, the stallion responded to Sideralis’ command. He fell silent and then went limp. He lay on the floor, unmoving, his eyes wide, and was now unresponsive.

“We need to get to Mustang,” Twilight said.

“Bring him with us.” Sideralis’ raspy voice cut through the sounds of misery like a knife.

“What?” Twilight asked.

“He needs help… we can’t leave him here like this… what if somepony else comes along and reactivates him and he tries to resist?” Sideralis sniffled and with a great deal of effort, he managed to wipe his nose. “He is one of my ponies now… please, somepony carry him.”

“As you command,” Mjölna replied, bowing her head. She extended one foreleg, fired up her telekinesis projector, and lifted the unresponsive cybernetic stallion from the floor.

Twilight, who stood there, trying to take all of this in, was glad that she had brought Sideralis. For whatever mysterious reason, he had regained control of the strange stallion and now he was showing remarkable signs of good leadership.

“We need to move… these ponies will be fine… all of them will live, I have checked them,” Stout said to Twilight.

Twilight nodded and then her gaze fell down upon the blackened corpse on the floor that still flickered with flames. “Some ponies you can’t save… Sideralis, I’m sorry, but the sooner you learn this the better.”

Sideralis, thinking of how Twilight had killed her own best friend, Rarity, nodded.

Author's Notes:

More is coming soon, but probably not today. I'm pooped.