This was too sureal. He could hardly grasp what was happening. He was just sitting around, having a meal. Then he saw them. Those purple-eyed demons. They came barreling at him, out of nowhere. Luckly he wasn't the first one they saw. They attacked anypony they could get a hold of, like it was somesort of game. He didn't pick up anything, no food, no weapon, nothing. He just had to run. The very look of those monster would make the princess herself flee. He then stopped in mid run, getting pushed over by someponies running as well. He just leaned over to look at the beast one more time. It was like a movie to him, seeing all the gore and misery. He didn't believe he had to run anymore. He just watched, and waited.

"CARMEL!" Promontory yelled, snapping Carmel out of his trance. He saw the rest of his squad running into a building for cover. The enemy was just down the street, they began to "clean" the buildings one by one. The terrified shrieks burrowing into his ears. The officer then began to order some ponies to barricade the doors but Ace spoke up.

"We're all gonna DIE if we try to stand and fight. We need to RUN!"

"NO!" The officer yelled, "We have orders to stay and fight!"

"You're kidding, right! We're not gonna fight! They're gonna walk in here, kill us, and leave like it was nothing!" He looked to all the ponies, then ran out the door. Carmel also looked at the surprised ponies, then followed Ace. A few more ponies also ran after them. They reached the end of the street when Carmel looked back. They weren't being chased. The horde of monsters had broken into the barricaded building without much effort. He turned around to keep running, but could still hear the faint sound of pure agony.

Carmel took a quick head count. Only five other ponies had joined them, Carmel could only recognise Ace, Shamrock and Derpy. Their small numbers did give them a slight advantage they reached the southern gate completely unnoticed. Nobody was at the gate. The attack must have been from the north. A little farther down the street Carmel could see that the hospital district was being swarmed. He couldn't remember whether or not Big Mac was stationed there. He sure hoped not.

Then a explosion sounded off and a group of buildings burst into flames. Everypony was knocked to the ground by it. The fire spread quickly to the surounding areas, nearly engulphing the entire town in a matter of minutes. The group finally left the town, being forced to carry one of the ponies due to the explosion. When they got out of danger they set up camp.

The entire group just stared at the fire. The silence was finally broken, "Anypony care to tell me what hell just happened?!" Nopony even looked up. "Those weren't gryphons! There were PONIES that attacked me! PONIES! Are you telling me that we're turning on each other!?"

"Shut up, Ice!" Ace said. "We don't need a pony yelling in our ears right now."

"No! I'm not shutting up until somebody tells me what the BUCK just happened!"

"We were bait." Shamrock said quietly, staring into the fire.

"What?" Ice Pick said.

"We were bait. For those damn things. Why else would we have waited so long in one place? It all makes sense now, they too-good-to-be-true pay, the waiting in one place." He looked up at Ice Pick and the others.

"Whoa, calm down," Carmel began, "No need to go sayin' crazy things. It was just some sort of mis-communication, that's all."

"You poor, niave ass. You really believe in the princess, don't you? You really think somepony with her experience would really be surprised by that attack? No, she knew what was gonna happen. And we were bait." Carmel didn't know what to say. Nobody else objected to that. It made the most sense at the time. They didn't even get any back-up. They were just a lure to Silver Claw's forces. Carmel was sick to his stomach on that discovery.

"What do we do now?" Derpy asked. Everypony ingnored her. They had no idea. The smell of burning wood and flesh drifted to the camp. Everypony was too scared to sleep, they just stared at the stars. It was the one escape from reality, the stars were more beautiful than ever on that night.

Shamrock took Ice's spyglass and pointed it in the direction of where Stalliongrad used to be. Nothing moved. Silver Claw must have moved out earlier that night. He looked back at the camp. The fire had died out and everypony managed to go to sleep. He packed up what he thought was a fair enough share for himself and headed out. He was done with this, he just wanted to go home.

=============

Twilight viewed the plans one more time before heading off to bed. Scenario One: Silver Claw attacks Canterlot, the attack goes sour for Silver Claw and he retreats, leaving time for a counter-attack; Scenario Two: Silver Claw does not attack Canterlot, but instead attacks all surounding towns, leaving them open for surounding; Scenario Three: Similar as Two except Silver Claw does manage to attack Canterlot with another army, in that case all forces retreat to Canterlot and defend the castle until they wear out. Scenario Four: Silver Claw does attack Canterlot and both sides sustain heavy casualties, we force their retreat and a counter-attack against them. Scenario Six: Silver Claw attacks, we sustain heavy loses and they do not, we evacuate Canterlot and build up new fortess at Manehatten. And finally Scenario Seven: Sliver Claw attacks, we sustain a heavy enough defeat that we cannot pull together a new army, thus resulting in total defeat. That's it. Wait. Where's number five? Celestia damn it! There goes tonight's sleep.

She'd ask for the help of other strategists except for the fact that there were none. She was the only pony in Canterlot that knew enough about war to actually think of plans and strategies. Celestia was off commanding the intial defence line, Luna was off doing Clestia knows what, and Prince Blueblood? God Celestia, the thought of him in control of something more than his own wardrobe sent shivers down Twilight's spine.

She had sent out exams to pick out some strategists in the ranks of officers, but that would take DAYS for any promising results to show, and they needed plans NOW. She had done it all, it seems. She stopped an Ursa Minor from destroying Ponyville, stopped Dragons from covering Equestria in a century of black smoke, she had defeated the living embodiment of Disharmony itself, but when it came to planning out what an army was to do for the next couple of weeks: she was finally about to give up. At least before she and a few of her friends were in danger when they had to do something, but the pressure of THOUSANDS of lives at stake in every decision was too much. And the worst part was that she couldn't even cut any loses and quit, she was in full comitment 'til the end.

She got another stack of staionary and began writing down all possible outcomes yet again. This time she would remember number five.

=============

Big Mac had made the decision to head to Derbyshire. If anypony was going to head somewhere it would be there. It was marked on the map, it was out of Silver Claw's way, and it was an all around fairly decent spot to regroup and recover. Nopony questioned any of his decisions on the way there. The power of complete control made Big Mac feel both good and bad. Good because the ability to get your way all the time was pretty neat, and bad because his troops were beginning to take less blame for themselves and always say that they were just following orders. Maybe that was why everyone else was perfectly fine with him being leader, he was the perfect canidate to push the blame onto.

On the journey to Derbyshire they came across a blueish-grey pony on the side of the road. He looked injured.

"You okay, fella'?" Big Mac asked the wanderer.

"Perfectly fine, thank you." The stranger said. "Never been better."

"Are ya sure? You got a limp goin' on."

"Oh, this is nothing. It's pre-existing."

"So you were at Stalliongrad?"

"Yup. You too?"

"Eeyup."

"Wow, all of you made it out? How'd ya do it?"

"We set up a barricade and set fire to it while we climbed over the wall. I know, it sounds like I got that straight out of an action movie, but that's what happened."

"Neat. So, are you heading to Derbyshire?"

"Eeyup. I'm hopin' that most other ponies got the same idea, and that we can all regroup there."

"Wait. Are you planning on rebuilding Celestia's army?"

"Eeyup. That's the plan right now."

"Well,  surely you must be joking. You wish to serve her after being betrayed like that?"

"What do you mean 'betrayed'?"

"Oh my. I managed to pull this off of a dead messenger during my escape. If you believe that Celestia cares for your well being then this letter will disturb you." He pulled out a piece of paper with the Royal Seal on it.

"Give me that." Big Mac said in disbelief. He read the letter aloud to everypony in the group.

THIS LETTER IS FOR EYES OF ELITE OFFICERS APPOINTED BY THE PRINCESS HERSELF ONLY. IF YOU DO NOT FOLLOW THE SAID DESCRIPTION STOP READING NOW OR FACE THE INSTANT SENTENCE OF DEATH FOR TREASON TO THE PRINCESS HERSELF.

All officers with the town of Stalliongrad are hereby ordered by the princess herself to make the order to stay in Stalliongrad and fight the forces of Silver Claw until death. Any form of retreat is not aloud. You must stand and fight Silver Claw's forces for as long as possible. If any ponies, officers and standard troops alike, are seen attempting any form of retreat whatsoever they must be dealt with in any way possible immediatly. This must be seen as a total defeat to throw Silver Claw off. Though it pains me to write this, it must be said. No pony should survive this ordeal. Your sacrifices will not go unheard. All of your kin and or relatives shall recieve your honors. Thank you for your service.

"No no no. This isn't right! This can't be real! It just can't!"

"I hate to say it, but that is true. We were all suposed to die. It was planned all along. You can't fight for her anymore, you are a criminal in her and all her subjects eyes. I'm sorry."

"Well, what can we do now?"

"We CAN just go home and hope that nopony notices that you should be dead. OR we can do something."

"What do you mean?"

"I mean CHANGE. I mean rebellion. Celestia has been leader of this land too long. We need change! Too long have we been shackled down by the chains of her tyranny. She is a threat to herself and all others. I say that we must stop her! Not just for the benfits of you and me, but for the benfits of your children. And their children. And so on. If we do not stand against these crimes then when do we stand? Now or never my friend. You have the control and the choice. Join me, all of you. We shall all see the down-fall of Celestia in this life time if you all just stand NOW! What say you?" They entire crowd of ponies had no idea what they were going to say. They were rather shocked that they had just recieved a speech like that on the spot. He seemed like he was practicing the speech for a while. He was surely convincing.

"How do you suppose we're gonna over-throw an entire kingdom with just twenty ponies who've only seen three battles their entire career?" Big Mac asked.

"Easy. We head to Derbyshire. We tell the townsfolk of what horors you have seen. We open their eyes to the truth. With your help we can surely win them over to the rightful side."

"This is too risky. And we're not even sure that letter is true."

"Then tell me. What do you suppose Celestia was planning leaving all of her useless troops alone, without any back-up whatsoever, against countless hordes of enemy troops? What was she to gain? And how convienient it was that the entire city just happened to ignite just as the enemy had entered the town? Face it. You were all expendalbes, and you were meant to die. Now is a chance to get your revenge and to avenge your fallen bretheren. Join me, join the rightful cause."

"I'm sorry, but no. I'm not letting any of my boys join you."

"Fine, go to Derbyshire. You will only be greeted by the spears of Celestia, pointed at your throats for the treasonous act of desrtation. You had orders to stay and defend with you lives the city of Stalliongrad and you failed to do so. You abandon the cause, and you shall pay for such. That is exactly how everypony will see it. They all follow Celestia. And if nopony does anything to change that, then it shall stay that way." Big Mac thought about it. Then a pony in the back spoke up.

"I'll join. If I'm already a criminal, so what do I got to lose." Other ponies began to speak up and agree as well.

Big Mac looked back at his squad. "If that's how it's gonna be then fine. I'm in too."

"Congratulations, you are all now part of the rebellion. Now, let us go to Derbyshire. We have a great fate we must all accept: To end Celestia's reign once and for all!" The crowd then cheered and thus the rebellion began. They began their march towards Derbyshire to recruit their first town to the "rightful cause", not as individuals anymore, but as the heart and soul of a new force that would soon rival even Celestia's great power over Equestria. This power was now know as the NER, the New Equestrian Rupublic.