Thousands of miles away in the Rainbow Factory, Rainbow Dash was still hanging from her chains. She was in a lot of pain from Night Fright experiments. She had hoped it would stop soon. She remembered that he had left upon hearing about something. She was now just hanging there, not really caring what it was, as long as the pain stopped.

Suddenly she heard some noise outside. It sounded like gunfire. Soon the sound stopped, then the door open. Stepping inside was a shadowbolt. She quickly realized it was Spitfire.

She ran in, behind her was Soarin. The two made their way to Rainbow Dash. They looked to see her with a few cuts and bruises but otherwise fine. The only major problem was that her metal wing had been removed. “Hey it’s about time you showed up,” she spoke with happiness.

They quickly got her down. “Well, it did seem easier than we thought it would be. We arrived and the place seemed empty. Soon after, Lightning Dust and the other Shadowbolts attack us and we got separated from the Doctor and Derpy.” Soarin explained as he kept watch, gun in hand. Meanwhile, Spitfire got Rainbow Dash down.

“So how many of the Shadowbolt are left?” Rainbow Dash questioned.

“Too many. All we’ve been able to do is wound them. They are simply too hard to beat, but we at least managed to get a map of the place,” answered Spitfire as she took over the watch. Soarin rolled his way over and handed Rainbow Dash her broadsword and a gun.

Afterword he pulled out the map and opened it. “As far as I can tell, this way is the only way out.”

“Hmm, how many of the Cloud Rebels are left?”

He looked in anger, as his fists tightened. “Just you.”

“What about Fleetfoot?”

“We don’t know. We couldn’t find her anywhere.” His fists tightened even more. “However we did find a room covered in blood and her feathers, but no body.”

At that point, Rainbow Dash’s own fists tightened. Soon Spitfire ran back up. “Look I know she was our friend, but it’s obvious she’s dead.”

“You can’t say that Spitfire! We have already lost so many!” Soarin argued.

With her mane hiding her face, Rainbow Dash spoke. “Enough you two, we need to go.”

They made their way out of there. Soon a massive explosion could be heard. They quickly made their way to an opening to see the incredible. The great wall that split the remains of Equestria from the Empire was falling.

“What happen?”

“I don’t know,” answered Rainbow Dash. “But this is the perfect time to make our escape,” she finished as she pointed to an airship on a lower floor.

“What about Doctor and Derpy?” questioned Soarin. Suddenly they heard gunfire and looked to see Lightning Dust and the other shadowbolts heading toward them.

“They are going to have escape on their own,” said Rainbow Dash as she ran off the edge. She jumped down to the lower floor. Spitfire grabbed Soarin and his wheelchair and flew him down.

The three quickly made their way to the airship and got aboard. As they did, Soarin realized something. “This is a tanker airship. It can do some heavy damage.”

“Alright, but can you fly it?” Rainbow Dash questioned.

“It shouldn’t too hard,” he answered as he got to the controls.

Soon they took off. Back in the Rainbow Factory, an alphabolt went to warn Night Fright of their escape. Night Fright was sitting in an unusual device. “Sir, the prisoner has escaped.”

“Good, I was wondering when they would.”

“What?” the alphabolt questioned, “Are you saying you knew they would escape?”

“Of course. I let them in,” he answered as he as he got up and walked over to his console. “I wanted to test this place’s defenses. Now that I have, those ponies have served their purpose.” Soon a stream appeared in front of him. “Now I think it’s time I wake up my favorite toy.”

******

Twilight and the group exited the forest after making her proclamation. She looked to see Rock Labs. Her eyes widened as they raced there. The place was covered in chaos magic.

“What is happening here?” she questioned.

Suddenly Discord appeared. On his back were all the pie sisters. “Oh hello Twilight, we saw the wall crumble, so we thought we would party.”

“Wait, you manage to get Pinkie Pie on our side this quickly?”

“No! It turns out her and her boss have been secretly throwing underground parties. Once I figured that out, I pulled the parties out in the open.”

“Okay, then where is Pinkie Pie?”

“She’s over in the conga line with her boss,” he answered as he pointed off in the distance. Twilight looked to see a large conga line making their way to them. At the front was two earth ponies. One was yellow with a curly brown mane in a suit and tie. The other was pink with a pink curly mane, in a suit and tie. “Plus strangest thing. She already knew your name as well as half the things going on.”

Twilight facepalmed. “Of course she did.” Suddenly her eyes widened, “Wait is that Cheese Sandwich beside her?!?”

******

Meanwhile, in the skies above the empire, Rainbow Dash used the controls of the ship to try and contact Twilight. Soon a signal got through, “Twilight what happening”

“Rainbow Dash! You’re free. This is incredible news. The wall is going down and now you’re free.” Twilight jumped for joy on the other side of the stream.

“Yeah, yeah, now how did you destroy the wall?”

“That can wait, tell me how much damage can you cause where you are?”

“Well, we are on a tanker airship so that shouldn’t be too hard.”

“Good, then unleash as much damage as you can, we are declaring war.”

Hearing those words Spitfire ran over to the controls for the turret, “About time!!”

“I’ll send you a map with targets that need to be taken down. Twilight out.” She finished as the stream ended.

Soon they received a hologram of the map. There were four tall towers, very similar to the tower in Fallen Canterlot. “Hmm, that one seems the closest. Soarin.”

“You got it Rainbow Dash.” Soon they made their way to their first target. “Hmm let’s see how many bombs on this ship,” said Soarin as he looked through the ship’s systems. “There.” he pressed a button once they got within range.

A few bomb drops later, the tower went down as the soldiers inside began to scatter. “Yahoo!! On to the next one.”

******

Twilight had ended her transmission with Rainbow Dash. Afterward, she turned to Pinkie Pie who was right beside her, “So you’re willing to help us.”

“Of course, as long as you keep providing some fun.”

“Right? War is fun?” Twilight looked in completely confusion as Pinkie Pie ran off to go talk to Cheese. While that was going on Twilight leaned towards Discord to whispered, “Okay I take back what I said earlier. She is very different and very brainless.”

“Go figure.”

“Anyway, anything from ‘F’ yet?”

“No, he hasn’t contacted me.”

“Nor, me or Flash. Where could he be?”

Soon Pinkie Pie ran back over, while Twilight leaned back up. “Well I talked to my boss, and he said as long as I'm careful, and that you can have access to a small armada of airships we have.”

Twilight’s eyes widened, “An armada?!”

“Yep, just a small one, though,” she then turned to Discord. “Well see you later Dissy, I've got go check on the ships.”

Twilight raised an eyebrow as Pinkie Pie ran off, “Dissy?”

Discord looked with an almost embarrassed face, “What?!”

Soon Rarity walked up to them, “I’ve got good news and bad news.”

“Okay tell us.”

“Okay, my diamond dog army will be here in a few minutes.”

“Okay and the bad news.”

“Well the new armor isn’t quick ready!” she whined.

Twilight facepalmed. Just then Applejack and Flash showed up carrying something. Twilight turned to them, knowing that she had sent them to sort out the Flim Flam Farms. “So did you two sort it out over there.”

“What do you think?” answered Flash as Applejack dropped what she was carrying. Revealing it to be the Flim Flam Brothers, tied up. "Plus we manage to get the farmers there on our side. They have officially cut off the supplies to the Empire, and will help us in any way.”

“Good.”

Later Pinkie Pie took Twilight to where the armada was being held. They past through a few doorways and then found themselves in a giant basement. Pinkie Pie turned on the lights to reveal 100, S class airships. At the center of them was the flagship.

Pinkie Pie led her over to it, “This is the flagship, Avalon. This was the prototype for the Andross. But it nearly exploded--”

“Exploded?!” Twilight interrupted. But before Twilight could question why, Pinkie Pie covered her mouth.

“As I was saying, ever since it nearly exploded it’s been in storage. However, during that time, I sort of have been working on it in my spare time. Now it is so different, that it is it’s own airship, hence the new name, Avalon.”

Afterwords Pinkie Pie removed her hand from Twilight's mouth. Twilight looked at her with confusion. But in the end, she could trust Pinkie Pie. Plus she knew if something went wrong Pinkie Pie would be the first to know, through her pinkie sense.

Twilight placed her hand on Pinkie Pie shoulder. “Thank you Pinkie Pie, you’re a good friend for helping us.”

Pinkie Pie gave a big smile to this and gave Twilight a spine crushing hug. “Yeah, I have a new friend.”

“Awk, too tight Pinkie Pie. Too tight.” Soon Flash showed up with Bon Bon and Lyra. Pinkie Pie put Twilight down so she could talk. “Oh Bon Bon, Lyra. It’s good to see you. I'm certain Flash filled you in on the plan.” They nodded a yes. “Good, with your knowledge of the Empire and it’s technology, you two are going to help me pilot the flagship.”

This saddened Pinkie Pie. “What? You mean I won’t be going with you.”

“”No Pinkie Pie. It’s not wise to put so many of the element wielders in such a closed space. What if the flagship was destroyed. We would all be gone. That’s why I’m having each element wielder separate until we get to the final stretch. Rarity and Spike already said they would fly ahead to try and reach the Rainbow Factory by next nightfall. Applejack will be leading the diamond dogs. Fluttershy will be with the Forest Rebels. And I need you and Cheese commanding the other airships.”

Pinkie Pie raised her hand in a salute. “You can count on me.” She dropped the salute and then grabbed out some devices. “We also made some short range radios.”

“Don’t you mean communication device?”

“No, I mean radio. It’s the new name. Plus the old name is really too long.”

Afterward she hopped away to do some final checks. Twilight turned back to Flash. “Flash I’m going to need you and Gilda on the Avalon as well since you two can fly without using pegasus magic. We don't know yet on when Rainbow Dash will take out those towers. Plus we can’t wait. Until then I need you two by me.”

******

Back in the airs upon the Empire, Rainbow Dash’s group had taken down two more towers. “Wahoo, that's three, one more to go.” Rainbow Dash cheered. It certainly seemed like they were winning. Though a little too well. Spitfire wasn’t liking this at all. This was way too easy.

“Somethings up you two.” She spoke up, “We have yet to be followed at all. You would think with the wall down they would be on high alert?”

Rainbow Dash looked at Spitfire. She had noticed it herself. Something was definitely wrong. But what?

“Hey we are almost to the final target,” said Soarin as he looked at the scanner. Suddenly his eyes widened as something else appeared on the screen heading right for them at high speed. “Hey, you two hold on to something!”

He quickly turned the wheel hard and just barely missed the blades of it’s wings. It was a red, blue, and white airship, with yellow lines going across it. However, it was the strangest airship they had ever seen. Soon it turned on a dime and shot towards them again. This time it got so close as they dodged it, that it actually skidded the paint. It went for another turned around this time landing itself right between them and their final target. “So this pony wants to play hardball?” Rainbow Dash questioned.

Suddenly the enemy airship began to change. Almost like it was transforming. Soon arms came out, followed by legs then finally a head. The head had a giant v shape on it. It revealed itself to not be an airship, but a giant 100-foot robot. Soon it spoke.

“I am a Giant Ultimate Nuclear Dynamic Autonomous Machine.”

Rainbow Dash’s eyes widened at the moment upon hearing that voice. Though it was now mechanical there was only one voice that could be. “It can’t be. Windrider?!?!”

“I am Darkrider.”

******

Back in the Rainbow Factory, Doctor and Derpy got to a door and opened it. They walked inside and the room was covered in darkness. They looked around and soon found a light switch. Derpy flicked it on. Their eyes widened at that moment. The light turned on, but only to reveal in front of them were a few liquid tanks. Inside the tanks were the children. They had these strange small black pipes inserted into their flesh. Quickly the Doctor and Derpy ran to the tanks.

“The children!” Derpy cheered.

“Yes, but how do we get them out? I don’t see an opening anywhere.”

“Maybe I can help.” Suddenly their eyes widened in horror at that voice, but before they could do anything, they felt a sharp pain, and then their bodies went numb as they fell to the ground. Walking over them was Night Fright. “Well, I was wondering when you two would show up. I can’t wait to dissect you two, and that incredible airship.”

They tried their best to struggle but soon they lost consciousness.

Meanwhile, outside the Rainbow Factory, unbeknownst to Night Fright, a lone assassin mare in a dark purple cloak stained in blood and a turban, skipped in her bladed high heels through several of his personal Alphabolts that had been ripped to shreds. She was slowly making her way inside while swinging her strange looking chain blades.

"Well Cult Race, are there any more bodies to chop up?"

“Plenty up ahead, my lovely Selena Moondie.”

******

Author's Notes:

Well, well, Cult Race has a wife. Yeah I know she seemingly sort of popped up out nowhere. Truth is she is a major character of the saga itself. Now for this story her role is small, but it later stories in the sequel she will have major roles. But for right now I needed another killer, considering Cult Race is busy watching over Night Fright(waiting for the right to strike.).

Anyway aside from this random reveal, we also got the reveal that Night Fright has his own plans, and now everything he has work for is about to fall into place.

Now as I said in the previous chapter, the story will be taking a final break and will return with the final arc on Tuesday, November 1st, in fact the first week of November will get two Chapters, one on Tuesday and one on Thursday.

Anyway be ready for Chapter 21: All Out War Part 1: Dreams And Rainbooms, and Chapter 22: All Out War Part 2: The Fright Of The Night.