A pin drop could easily be heard in the room. Rainbow Dash just stated Twilight Sparkle betrayed Equestria, allied with Sombra and attacked her.

"Darling, I think you must be mistaken." said Rarity, shaken.

The pegasus shook her head sadly.

"It was Twilight. She attacked me while Cloud Kicker and Thunderlane where captured." confirmed Rainbow firmly.

"No! Y'all must be mistaken!" cried Applejack hurt.

"It was Twilight. She has joined Sombra." confirmed Fluttershy.

"If it matters, I saw her too. It was Twilight alright." added Bulk Biceps.

Applejack, Rarity and Pinkie were left speechless.

"She shot me in the back." said Rainbow bitterly.

"Please, you can't blame her." pleaded Fluttershy.

"I...just don't know." sighed Rainbow confused.

"Why?" asked Rarity.

"She was tamperin' in dark magic. That was Sombra's specialty." noted Applejack.

"Oh! There was another unicorn there!" noted Bulk Biceps.

Rarity and Applejack both had their ears perk up.

"It was Sunset Shimmer." noted Rainbow.

"So two powerful unicorns are allied with Sombra." mused Applejack worried.

"We should tell Princess Celestia." proposed Rarity.

"She might already know." huffed Spike.

"You seem to be in a bind. Please, tell us what is on your mind." requested Zecora.

The baby dragon let out a sigh.

"I've known Princess Celestia my entire life. She has never been like this before. They way we're being kept in the dark, I feel like we are being kept in the dark." explained Spike.

"While this make you feel small. She is simply trying to protect us all." replied Zecora.

"Maybe." mused Spike.

"I don't like being kept in the dark from anything!" declared Rainbow, wincing.

"Be careful." said Fluttershy worried.

Applejack looked at Rainbow before a suddenly realization hit her.

"Pinkie Pie, you've been awful quite." noted the farmer.

The earth pony sat with a deflated mane.

"I can't believe Twilight would betray us." said Pinkie weakly.

Applejack walker over to her.

"It's going to be okay Pinkie." said Applejack.

Rarity walked over and joined them.

"Exactly. Once we have gotten all this murky business completed...Twilight will be back and things will go back to the way they were." agreed the fashionista.

Pinkie sniveled.

"Pinkie, we really nee you bring smiles to everypony right now." stated Applejack.

"I don't know if I can." replied Pinkie shaken.

"We have to stick together!" declared Spike.

"Spike is right. This conflict is at it's height." agreed Zecora.

Pinkie Pie let out a sigh.

"I will try." said Pinkie.

"That's the spirit!" declared Applejack.

"What should we do now?" asked Fluttershy.

"I'll knock some sense into that egghead!" declared Rainbow Dash.

The cyan mare tried to jump up, but her hurt wings stopped her.

"Of this you are aware. With your wings, you must take care." stated Zecora.

"Yeah. Yeah. Yeah." said Rainbow.

"We gotta prepare in case they come this way." said Applejack.

"Oh my." gasped Fluttershy worried.

"Don't worry, I'll buck anypony who tried to hurt you." said Rainbow winking.

"I will speak with Mayor Mare." said Rarity.

"Good thinking." replied Applejack.

Rarity bid her friends farewell and left. She trotted though town and could only sadly remark how different it was from just a short time ago. Aside from the obvious wall, none of the ponies seemed to trust each other. The involvement of Changeling where behind this. Rarity entered town hall and mused how this is where Nightmare Moon arrived...how she and the others became friends. Rarity made her way to the office of the Mayor Mare who was busy working.

"Um, Miss Mayor. I need to have a word." said Rarity.

Mayor Mare stopped and gave her a suspicious look.

"Oh...do you now?" asked Mayor Mare uncertain.

Rarity scoffed at this accusation.

"I understand the situation, but we can be civilized now." said the unicorn.

Mayor Mare eyed Rarity for a moment.

"When did Winter Wrap Up end last year?" asked the Mayor.

"It was on time. Winter Wrap Up has always ended on time...since Twilight arrived." answered Rarity.

Mayor Mare leaned back and sighed.

"I am truly sorry. But, I cannot take any chances with Changelings involved." stated the Mayor.

"Mayor, are you aware of what happened in Cloudsdale?" asked Rarity.

"I know there was some turmoil." answered Mayor Mare anxious.

"Cloudsdale has fallen to Sombra's forces." revealed rarity, heavyhearted.

The Mayor gasped and took a moment for this to sink in.

"How bad is it?" asked Mayor Mare uneasily.

"I don't know." answered Rarity.

"What...about the Ponyville pegasus there?" asked Mayor Mare, worried.

"Cloud Kicker and Thunderlane have been captured. Rainbow Dash was hurt, but is okay. She, Fluttershy and Bulk Biceps have returned." answered Rarity.

"Are they others okay?" asked Mayor Mare, holding it together.

"Yes." answered Rarity.

Mayor Mare could sigh in relief about this.

"We are not safe." said Mayor Mare shaken.

"Thank you for this." said the Mayor.

Rarity nodded her head.

"Of course." replied the unicorn.

In the Canterlot Palace, word of the fall of Cloudsdale reached quickly. A large banner of Sombra was raised outside the Rainbow Factory making it clear Cloudsdale had fallen. Princess Celestia sat on her throne with her sister Princess Luna on her right side. Princess Cadence was on her left side. Shinning Armor had arrived to fill them in on what had happened.

"Our forces where simply unprepared." sighed Shining Armor.

"Where where the Wonderbolts?" asked Celestia annoyed.

"They rushed into combat, but got attacked." answered Shinning.

"It sees we our elite forces need some improvement." thought Luna.

"What happened to the ponies of Clousdale?" asked Cadence worried.

Shinning Armor shook his head sadly.

"I am afraid...they overwhelming majority were captured. It seems a number of Ponyville pegasus where captured too." answered Shinning.

"What about Rainbow Dash and Fluttershy?" asked Cadence, uneasy.

"It seems they escaped." answered Shinning.

The three royal mares let out a sigh of relief.

"At least they are safe." said Celestia.

"Indeed." agreed Luna.

"However..." began Shinning.

"What is it?" asked Celestia, almost demanding.

"Rainbow was hurt. But, it seems it is not major." answered Shinning.

"If it is not major, then we must be grateful for that." stated Luna.

Celestia and Cadence both vocalized their agreement with this.

Shinning Armor bit his lip and sighed.

"Twilight and Sunset where bot present at Cloudsdale." said the prince.

A moment of silence followed before Celestia broke it.

"Is...that so?" asked Celestia shaken.

"They where using a cloud walking spell." answered Shinning.

"Twilight used that at the Young Fliers' Competition." noted Celestia.

"We cannot keep it secret." said Luna.

"I know." admitted Celestia.

"Is word of Twilight's defection spreading?" asked Luna.

"Rumors are spreading." answered Cadence concerned.

"Shinning, what have you told your parents?" asked Celestia.

The other ponies froze and a deafening silence filled the room.

"Twilight is ill and they cannot see her." answered Shinning.

"Did you give a specific condition?" asked Luna.

"No. But, I said it might be contagious." answered Shinning.

"What if they find out the truth?" asked Cadence, hear heavy.

The Prince let out a mournful sigh.

"I will cross that bridge if I get to it." answered Shinning.

"My sister. It seems we have another crisis on our hands." noted Luna.

"What is that?" asked Celestia, almost afraid of the answer.

"We may have a refugee crisis on our hands." answered Luna.

"Ponies are fleeing south to escape the fighting and are escaping for the fallen cities." added Cadence.

"Where...are the ponies going?" asked Celestia.

"Manehattan and Fillydelphia at the moment." answered Luna.

"Can we get help from Griffonstone?" asked Cadence.

"I have attempted that, but got no answer." answered Celestia, sighing.

"The Mayor of Trottingham as requested assistance to reinforce the city." stated Shinning.

"We don't have that kind of support." replied Celestia frustrated.

"I know this might be a stretch, but what about Dragon Lord Torch?" asked Cadence.

"The dragons seem uninterested unless fighting reaches the Badlands." answered Celestia.

Celestia stomped her hoof on the ground.

"I have never felt so helpless to defend Equestria." said the solar princess.

"Do not say that." replied Luna.

"I don't know." sighed Celestia.

"My sister..." replied Luna worried.

In Cloudsdale, the Sombra forces had implemented heir rule. The ponies where rounded up and taken to detainment camps. Only one pony had not - Lightning Dust. She was first taken to a private room where Twilight oversaw her torture first hand. After finished, Twilight trotted over to the city hall where she found Sunset waiting.

"All of Cloudsdale is ours." noted Sunset.

Twilight laughinly scoffed at this.

Of course it is." said the lavender pony.

"While you were gone we captured a trio of stallion pegasus trying to flee. I captured them easily." said Sunset.

"You better have." scoffed Twilight.

Sunset Shimmer was taken aback by this.

"That seemed a little cold." said Sunset.

Twilight spat on the ground.

"You will do your job. Everpony can be replaced. Master believes that." said Twilight.

Sunset Shimmer shook head.

"We have captured a Wonderbolt." note Sunset.

Twilight froze and looked at Sunset quickly.

"Why did you not tell me that sooner!?" asked Twilight furiously.

"I was going to." answered Sunset.

The lavender unicorn sighed and took a moment.

"Who is it?" asked Twilight.

"Wind Rider." answered Sunset.

Twilight smiled at this.

"Well, we have ourselves a living legend." mused Twilight smirking.

"What should we do with him?" asked Sunset uneasy.

"Torture him until he talks. We'll squeeze every once of information out of him." answered Twilight, with a sinister grin.

The yellow unicorn could only gulp.

"I understand." replied Sunset.

"Good. Once that is done we will parade him around in chains then ship him back to Master as a present." said Twilight.

"Yes." said Sunset.

Sunset Shimmer averted her gaze which did not go unnoticed by Twilight.

"What is wrong with you?" asked Twilight.

"I am fine." answered Sunset.

"Don't lie to me!" snapped Twilight.

"You're...acting darker than usual." noted Sunset.

"Seeing two of my so called "friends" put me in a bad mood." huffed Twilight.

The lavender unicorn scoffed.

"I am going to oversee the torture of Wind Rider." stated Twilight.

Twilight marched off leaving Sunset alone.

"This is bad." said Sunset.

An anxious Sunset began walking back and forth.

"Twilight is really acting dark. She's totally losing herself." mused Sunset.

Sunset bit her lip for a moment.

"If this continues unopposed, she'll never be able to go back." noted Sunset.

Sunset shook her head and gulped.

"I have to help her!" declared Sunset.

Sunset turned to take off, but suddenly stopped as her declaration hit her.

"Did...I just say that?" asked Sunset.

Author's Notes:

A/N: That is where we'll end this here. Next time, we will continue onward. Please review.