Disclaimer: I don't own My Little Pony

It was a beautiful day in Manehattan. At Grand Central Terminal, the train pulled in dropping off its passengers. Rarity and Applejack got off the train, gathered their luggage and departed. They two ponies made their way through Manehattan clearly feeling different. Rarity was in bliss enjoying the big city while Applejack was not comfortable. They arrived at the Orange residence and Applejack knocked. A moment later, the door opened.

"Hello Applejack. It is so grand to see you again." said Aunt Orange.

The two hugged.

"Always nice to see kin." replied Applejack.

"You must be Rarity. I've heard a lot about you." said Aunt Orange.

"What a grand pleasure." said Rarity.

The two ponies came into the building and Aunt Orange shut the door behind them.

"Ah. Applejack. Great to see you." said Uncle Orange.

Uncle Orange walked over to them.

"Who is your friend?" asked Uncle Orange.

"Miss Rarity. A pleasure to meet you." answered Rarity.

Rarity extended her foreleg which he kissed.

"Such a gentlecolt." giggled Rarity.

"We've heard a great deal about you." Aunt Orange.

"Hopefully, I can expand into Manehattan soon." said Rarity.

Applejack rolled her eyes.

"You've never been a fan of the finer things." mused Uncle Orange.

"Ah like the simple life on the farm." said Applejack.

"How are things on the farm?" asked Aunt Orange.

"Great. We're lookin' at a mighty fine Zap Apple harvest this year." answered Applejack.

Applejack looked around.

"Where's Babs?" asked the farmer.

The Oranges chuckled.

"Doing her Crusading." answered Uncle Orange.

Applejack and Rarity unpacked and settled in. Some time later, Babs Seed came in.

"High Applejack." said Babs.

Babs ran over and hugged her cousin.

"Hello Babs." sad Rarity.

"Oh, nice to see ya." replied Babs.

Rarity groaned a bit at the poor grammar.

"How are the Crusaders doin'?" asked Babs.

"Great. And I know they'll want to hear how you y'all are doing." answered Applejack.

"We're doing great! We've got five members right now - two have already got their Cutie Marks!" declared Babs.

"What spectacular news." said Rarity.

"So how long are yous gonna be stayin' here?" asked Babs.

"Not sure." answered Applejack.

"We can stay for a bit. I would like to scout possible store locations." said Rarity.

"The quicker we get back to Ponyville the better." huffed Applejack.

"You never where one for city life." noted Aunt Orange.

"I was never cut out to step and strut out. Give me the simple life." replied Applejack.

"Manehattan is a Tartarus of a town." said Rarity.

"Never thought I'd hear ya say that." chuckled Applejack.

"Yes well, a lady does need to get her point across." said Rarity.

"Sure." said Applejack with a chuckle.

"Supper will be soon." noted Aunt Orange.

"Well I am absolutely famished." said Rarity.

"I hope it's a good amount. I'm as starved as a sheep in the desert." said Applejack.

"Can ya tells me about the Crusaders?" asked Babs.

Applejack couldn't help but smile at her Babs' enthusiasm.

"Sure." answered Applejack.

"Great!" cried Babs.

The ponies had dinner, then spent time together and went to sleep. Celestia's sun was replaced by Luna's moon which was again replaced by Celestia's sun when the morning came. Manehattan never sleeps and thus life went on with seemingly nothing able to interrupt this. However, a large shadow blocked the sun out. Ponies began to gather in order to see what this was.

"Attack!" ordered Twilight.

Sombra's Army began their assault with Twilight and Sunset on the Statue of Pony Liberty.

"This won't be as easy." mused Sunset.

"Don't be so sure." replied Twilight.

Twilight used a levitation spell and the duo began to moving toward Manehattan.

"One second." said Twilight.

Twilight turned and fired a powerful beam of magic which shattered the State of Pony Liberty.

"Much better." said Twilight.

Twilight and Sunset and landed in Manehattan. Police quickly surrounded them.

"Freeze!" cried on of the officers.

Twilight rolled her eyes at this.

"Sunset, deal with this." said Twilight.

Sunset kept a straight face as her horn began to glow. Sunset fired a blast that sent the officers flying backwards.

"Non-lethal. But, it's still effective." shrugged Twilight.

Sunset breathed a sigh of relief.

"Ma'am!" cred one of the soldiers.

Twilight looked and saw Equestrian pegasus soldiers charging.

"About time." huffed Twilight.

The Equestrian soldiers landed in front of Twilight and Sunset.

"You're under arrest." said one the soldiers.

"You'll have to take us by force." said Twilight.

The soldiers began to close in when several solders suddenly turned and attacked others. Once the Equestrian soldiers where incapacitated, the Changeling forces dropped their facade.

"Take on pony appearances and blend in. You will act as a fifth column." said Twilight.

The Changelings took on pony forms and took off.

"They're at least good for something." mumbled Twilight.

Sunset Shimmer noticed three shadows coming toward them.

"We've got company." noted Sunset.

Spitfire, Fleetfoot and Soarin' landed in front of the duo.

"Twilight Sparkle and Sunset Shimmer! You're both under arrest for treason!" cried Spitfire.

Twilight let out an uproarious laughter.

"I've seen you three in action. You're a joke." scoffed Twilight.

"That's it!" cried Soarin'.

Twilight turned to Sunset.

"You take Fleetfoot. I'll deal with Soarin' and Spitfire." said Twilight.

"Understood." replied Sunset.

Sunset used a teleportation spell and took off with Fleetfoot in hot pursuit.

"So, which one of you wants to go first?" asked Twilight.

"I'll handle this." answered Soarin'.

Soarin' charged Twilight, but she trapped him with her magic.

"Oh please. You have to do better than that." huffed Twilight cockily.

Twilight noticed Spitfire attacking so she chucked Soarin' into her knocking them to the ground.

"That was just a test." said Spitfire.

Spitfire shot off left to the left while Soarin' shot of to the right.

"Boring." yawned Twilight.

The two Wonderbolts attacked, but Twilight shot them back with a shield.

"Rudimentary tactics like that won't do a thing." stated Twilight.

The two Wonderbolts once again took off, but Twilight rolled her eyes.

"This is dull." sighed Twilight.

Twilight aimed her horn and and cast her Blood Manipilation Spell. The Wonderbolts found themselves frozen.

"Sweet Celestia! Dark Magic!" exclaimed Soarin'.

"Just like the Princess stated." thought Spitfire.

Sunset Shimmer was racing through Ponyville. The unicorn had Fleetfoot on her trail and lacked the confidence Twilight had. Sunset knew she couldn't out race Fleetfoot and was using her magic to teleport in order to stay ahead. Annoyed by this, Fleetfloot turned and dive bombed forward of where Sunset was. Fleetfoot hit the ground creating a crater sending Sunset crashing to the ground.

"Darn." said Sunset.

Sunset got up and faced off with the Wonderbolt.

"End of the line." said Fleetfoot.

"I'm warning you. Leave right now." said Sunset.

"Seems like you're more of a coward." chuckled Fleetfoot.

Fleetfoot took off and charged.

"I warned you." said Sunset.

Sunset fired off multiple shots, but Fleetfoot dodged them easily.

"You'll have to aim better than that!" called Fleetfoot.

Fleetfoot flew up high, but Sunset caught her in her magic.

"I gave you a chance!" cried Sunset.

Sunset tossed Fleetfoot into a newsstand.

"Oh Celestia." said Fleetfoot.

Sunset fired a blast of magic at Fleetfoot. However, Fleetfoot dodged it.

"Stop making it hard on yourself!" cried Sunset.

Sunset fired a blast of magic and hit Fleetfoot hot crashed into a produce stand.

"My cabbages!" cried one of the stand owners.

Sunset grabbed Fleetfoot and threw her through a bakery store window where ponies where hiding.

"Ahh!" exclaimed Trixie, dodging glass.

Sunset blew the door away with her magic and walked in.

"Owe." groaned Fleetfoot.

Sunset walked over to Fleetfoot and saw Trixie.

"Please don't hurt me!" cried Trixie.

Sunset raised a confused eyebrow at this.

"Why would I..."

Before she could finish, Fleetfoot charged into Sunset and they crashed onto the street.

"You let your guard down!" cried Fleetfoot.

Fleetfoot attacked again, but Sunset teleported to the sidewalk.

"Coward! Using the ponies in that store as your shields!" cried Fleetfoot.

Sunset gave a confused and angry glance.

"I would never give do that!" declared Sunset vocally.

Fleetfoot merely scoffed at this declaration.

"I know your type." said Fleetfoot.

Fleetfoot charged toward Sunset, but Sunset threw up a shield and Fleetfoot crashed into it.

"Dammit!" cried Fleetfoot.

Sunset lifted Fleetfoot into the air with her magic.

"I cannot have your interfere." stated Sunset.

Sunset was suddenly distracted by the unicorn in the bakery.

"Why is she so familiar?" asked Sunset to herself.

Sunset's distraction allowed Fleetfoot to escape.

"I'm a Wonderbolt! You can't go easy on me!" cried Fleetfoot.

Sunset grumbled at this.

"You're finished!" declared Fleetfoot.

Fleetfoot dive bombed Sunset. Sunset fired magic beams, but Fleetfoot managed to dodge them.

"I can't stop her." realized Sunset worried.

Sunset teleported back to the side walk in the last minute. Fleetfoot put a crater in the street and was lying unconscious in it.

"That sees to have done it." sighed Sunset.

Another pony teleported behind Twilight.

"Excellent. I knew you could handle her." smirked Twilight.

Twilight turned and saw inside the bakery. She froze noticing a familiar blue unicorn.

"You!" cried Twilight.

With the extensive battle, a mass exodus of ponies from Manehattan quickly developed. Given the chaotic situation, the exodus had started out as chaotic and trampling quickly became a major threat. Luckily, Applejack and Rarity stepped in and remedied the situation. Once the situation was under control, and the Oranges as well as Babs, where safe, the two Ponyville residences left to help fight the soldiers.

"I did hope to avoid combat. It's not good for a ladies' hair." said Rarity.

The two where galloping toward the fighting.

"Can can think of somethin' other than your hair?" asked Applejack.

"I, for one, refuse to stand by and do nothing during such a dreadful situation." answered Rarity.

"Yeah. You ain't yella." agreed Applejack.

"Do you think Twilight is here?" asked Rarity worried.

"Don't know. But, if she is we'll set her straight." answered Applejack.

The two turned a corner to where they heard fighting.

"I hope we ain't too late." said Applejack.

They stopped seeing Twilight looking into a bakery with a look of hatred on her face...

Author's Notes:

A/N: That is where we'll end this chapter. When Applejack replied "give me the simple life" that is a reference to "Give Me The Simple Life" being inspired by the Tony Bennett version. Rarity's reply is a reference to "New York, New York (On The Town) by Frank Sinatra. Also, I did put an Avatar: The Last Airbender reference in here too. That's such an awesome series. Next time, the battle for Manehattan concludes. Please