The four ponies left the council room and entered the frozen fog that filled the hallway. Through the mist, Celestia and Luna led the way, Lighthoof and Starstep just behind.

Star could feel the hot fury radiating off Celestia and sense the cold rage that gathered in Luna. He had so many questions but he was not foalish enough to voice them now. As the remaining griffon-leaders caught up to the group, he glanced over his shoulder at them. Most, like Alexander, wore a calm face that betrayed nothing, others however were a mixture of disbelief and indignation. Star briefly wondered what it must be like to have a legend show up out of the blue, but then he remembered his own encounter with Nightmare.

As the white fog thinned he noticed a hooded figure ahead of them. It stepped aside and swept a wing in a formal bow. “As my Mistress commanded, your guards have been thawed. Go in peace,” Maya said, watching them pass her without expression. Star had expected her to be be smiling or gloating; the Equestrian forces of Spurlin had been thoroughly bested. Yet, the Empress' personal Red Druid seemed professional and diplomatic about the ordeal.

Luna gave the hippogriff a polite nod in passing, the group stepping out into the main chamber down the hall from the council room where Star and Light had ran into the mass of guards earlier. Thundermane stood off to the side with his troops, casting wary looks at the robed hippogriff. He stepped before the sisters and bowed deeply. “Your highnesses... I'm so very sorry we failed to keep the intruders out. I'm glad you're safe.”

“I do not blame thee, Thundermane and we art glad thou art safe. We were woefully unprepared.” She glanced at the nervous guards behind him, a mix of gold and purple armors— they waited expectantly for orders and reassurance. “Thou hath one hour to gather thy personal effects then meet at the main foyers with the others.”

The guards looked at each other in puzzlement.

“Make haste! Time is of the essence.” They hesitantly began to depart until she slammed a hoof down, scattering the group. Luna looked to Thundermane, the only guard remaining. “Tis an order for thee as well.”

The scarred pony shook his head. “I have nothing here of note, Princess. Just the armor I wear. I'm more concerned about the other lieutenants. With your permission, I'm going to see if I can't track down the rest. I assume we're leaving the city?”

“Indeed. The deadline is in three hours time.”

Thunder nodded. “Alright, I'll hit-up the safe houses and meet you later. Last I saw, Dazzle was down in the infirmary.” He spun on his hooves and began to leave when Luna spoke, halting his stride.

“Thundermane, I thank thee for thy service. Please, take care, I dost not wish to lose more good ponies.”

The grey stallion nodded. “Thank you for the concern, Princess. We'll get through this.” With that, he galloped off, armor clanking as he ran.

“Immortals.” Maya the hippogriff called from behind them. Celestia turned to meet the approaching druid, striking a regal pose.

“Yes?”

“My Mistress wishes me to inform you that she has sent out the command. You and your subjects are to have safe passage to the main gate. We will keep the outcasts in line. However, she wishes to remind you that outside of the gates, you are on your own.”

“Very well. Please offer my thanks to the Empress.”

The hippogriff bowed her head in acknowledgment and trotted away.

“Why is the Princess thanking her for-” Light whispered before Starstep slapped a hoof over his muzzle.

“Light— not now,” he whispered into his friend's ear. “They are seriously pissed. I'm sure we'll get our answers later.” The colts shared a long look before Light nodded and turned away.

Celestia turned to face the remaining griffon-leaders. “I know this must be a troubling time for you all. We've faced similar situations in Equestria when forgotten threats have risen up against us. Whatever your reasons, I am glad that you have decided to stand up against her. If you have loved ones or things that cannot be left behind, I suggest you gather them now. You are welcome to journey with us to Trottingham before you return to your clans or attempt to make your way home on your own.”

Star looked at the remaining leaders. Alexander, Natasha, Rita, along with three younger ones he hadn't formally been introduced to. Hiding towards the back was Igor, who occasionally glanced over his shoulder down the hallway, as though expecting an attack.

White-feather stepped forward and respectfully dipped his head. “I will stay with you, Princesses. At the very least it will offer you two a little more protection. I do have some sway with a few of the outcast clans.”

Natasha spoke. “I need to check on my sister, but I will join you. I've no doubt those raving savages will be looking for opportunities to strike once we're outside the walls.”

The other four agreed, and though Igor said nothing from the back it was pretty clear he wasn't up for going at it alone.

Celestia smiled. “We welcome your company. It is a long and dangerous road to Trottingham by hoof. Thank you for your continued support.”

Alexander nodded. "After settling our affairs, we will catch up. Be safe, Princesses." With that, the griffons went their own way and for the next hour Star and Light followed the Princesses around the fortress as they insured that every servant and guard was sent down to the foyer. Star could feel the pressure of time bearing down on them as they hurried from room to room, the alicorns using a life-sense spell to check for those that may have sought to hide during the attack.

When they arrived at the sister's chambers the alicorns used a spell on their personal belongings, including the Moon-Mirror, causing the objects to pop out of existence. Satisfied that no important relics or subjects were left, they made their way to the exit.

Starstep heard the crowd before he saw it— the group of ponies filling the foyer was staggering. Guards and various workers of the fortress were packed into the large room, lit by the overhead iron chandelier. They chattered nervously with each other, a tightness in their voices that spoke of their uncertainties and fears. The ponies at the back noticed the alicorns first and a hush rolled through the room as they forced themselves tighter together to allow a path for the Princesses and their escort to reach the doors.

Without a word, Celestia used her magic to unbar the door and push it open, letting in the first gusts of wind and rain. She took a few steps out into the weather to stand on the stone platform that rose slightly above ground level, her sister at her side, looking over the hushed mass of ponies filling the courtyard to the brim. Their eyes were fearful, pleading, desperate for answers. They were soaked, and shivering, hiding under whatever clothing or objects they could find. Mares and stallions used their own bodies to shield their foals from the rain.

The water rolled down Celestia's white face hiding her tears as she quietly cried for them.

Long moments passed as the crowd watched the alicorns in silence, waiting for their Princesses to lead them, to save them from the hooded figures that watched them like gargoyles from atop the walls.

Celestia spoke, raising her voice over the gusting wind, magic aiding to carry it to those in the back. “Citizens of Equestria. Spurlin has fallen.”

A gasp rolled through the crowd and a few wails of despair sounded.

“We are leaving the city through the main gate and will make our way to Trottingham.”

“What!” a stallion near the front cried out. “But that's a week trip by wagon!”

“What about the trains?” a mare asked.

“Or the ships?” another mare added.

Celestia continued, “The other options have been destroyed in the attack.” A murmur of panic rippled through the crowd. “I will be sending messengers ahead to gather every chariot possible and begin flying out the old, weak and injured. The new ruler of the city has given us safe passage to the gates, but beyond we must rely on one another.”

“How long do we have to gather supplies?” A shopkeeper mare asked, her foal hugging her foreleg tightly.

Celestia shook her head. “We have no time. Gather what you can as we make our way to the gates. We will be having supply trains meet us along the way.”

The fear began to build in the crowd, Star could see it on their faces. A few started to weep, some couples and families holding each other for comfort.

Luna stepped forward. “All is not lost, citizens! Have faith in this trying time. Thou art not alone. We shalt journey the entire distance at thy side. We shalt never leave thee.”

The Moon-Goddess' proclamation did calm a few and flickers of hope shined in their eyes.

Celestia ignored the rain streaming down her white coat, standing proud as her mane danced calmly in the wind. “Please make your way to the gates. If you see or hear any pony in distress along the path, please alert the guards who will be walking with us. You are welcome to scavenge any supplies that might help us, food, small carts, medical supplies, but do not linger long and do not get left behind. Be aware that anything you find will be shared with everypony.” She pointed at the open fortress gates. “Please go.”

No one moved for a few moments, then a trickle of ponies started out the fortress, eying the griffons that sneered at them from the edges of the road. But the hooded figures kept them in line and away from the nervous crowd.

The trickle became a steady flow as the more able-bodied ponies left, the injured being helped onto make-shift litters. The pegasi were still too fearful of the net wielding griffons on the roof-tops and simply walked with the rest.

Celestia and Luna watched them begin to leave then turned to the guards behind them. “Take every available guard and put them on the outskirts of the crowd. Their orders are to help anypony they can along they way, but they must be outside the city in an hour and a half. Do not engage the griffons or hooded ones unless attacked.” The white alicorn eyed the nervous handful of guards. “Spread the word.”

The mix of Sun and Night guards gave a respectful bow before scattering in all directions, seeking the tell-tell glint of armor amongst the press of bodies.

The non-military from the fortress poured out around the alicorns, joining the mass of departing ponies and soon the foyer was empty, save for a large silver-stallion and a couple of mares.

Star could hear himself groan. “Steelhoof.”

The information broker trotted out of the comfort of the fortress right up to Star and Light. He gave them a confident smile, halting before them to give a polite bow to both Princesses. Dazzle and Sandy followed behind him, glancing out over the huge crowd.

Sandy shook her head as the water dripped down her mane into her eyes. “Oy, I take ah lil nap and everything goes plot-up.” She blushed when she remembered the alicorns nearby. “Er, sorry, yer highnesses”

Dazzle stepped up to Luna, her shoulders slumped as she bowed her head. “Princess, I failed you.”

The alicorn shook her head softly. “No, Dazzle. Tis I who hath failed thee. Thou should never hath been forced to endure the ruins again. Nor did I anticipate this attack.”

The yellow unicorn's ears wilted and she turned her head away.

Starstep nudged Luna with his nose, catching her attention. He made a hugging gesture and jerked his head towards the depressed lieutenant. The alicorn lifted an eyebrow at him then she stepped forward to pull the unicorn into her fore-legs.

Dazzle gasped in surprise, her ears perking and a blush on her cheeks. After her initial shock and embarrassment the unicorn hesitantly slipped her hooves around the larger pony's neck and returned the hug, closing her eyes.

Celestia watched curiously before turning her head to look over the crowd of ponies. A few of those closest noticed the royal hug and flickers of smiles appeared here and there. She closed her eyes and turned her face up towards the rain, letting it finish washing away her earlier tears. She exhaled and glanced over her shoulder at her sister. The blue alicorn was whispering in Dazzle's ear as the smaller pony nodded softly in response, her eyes full of peace with a hint of red still on her cheeks.

“Lu-lu.”

The blue alicorn's eyes lifted to her sister. “Yes, Tia?”

“I'm going to join the crowd. They need us now more than ever.” The sisters shared a smile before the Sun-Goddess hopped off the entryway platform and stepped into the midst of the ponies who waited their turn to leave. A ripple of whispers rolled through the crowd and they hurried aside to give her room as she walked her way forward. She paused to scoop up a young limping earth filly and deposit her on her back, smiling at the little pony. A nearby stallion handed the filly his purple umbrella, shielding her from the rain as she rode on Celestia's back. The alicorn spread out her large wings. “Bring the little ones to me and I shall watch over them.”

The word traveled fast and before long a small crowd of young fillies and colts were gathered around the Princess, hiding under her wings or carrying umbrellas that other ponies had donated to them. Though most were somber the rest seemed to brighten at being so close to her and in turn the ponies around them seemed a little more hopeful, seeing their Sun-Goddess watch over their children. Sandy gave Star and Light a smile and a nod before she bound off to assist Celestia with the little ones.

Luna watched her sister leave through the gate with her new charges and smiled as she felt Dazzle slip from her grasp.

The unicorn dipped her head towards her, short pale-blue mane damp from the rain. “Forgive my display of weakness earlier. I am and always will be at your service.”

Luna gently placed her hoof on Dazzle's shoulder. “For too long I hath ignored how formal the Night-Guard hath been on this side of the sea. Tis an oversight upon my part as I simply attributed it to Trottingham culture. It appears I must remedy this.” Luna pushed Dazzle, causing the mare to stumble over into Starstep's hooves. “Star, thou art to teach Dazzle how we socialize with one another at home. We hath a long journey ahead, take thy time.”

Star blinked, looked down at the blushing unicorn then gave Luna a nod. “Yes, Princess.” He gave Dazzle an apologetic smile and helped her stand back upright.

Luna glanced about, noting only a handful of ponies were left in the courtyard not counting her group. “Come, let us be off.” She led the way, Star and Dazzle right on her flanks with Light and Steelhoof trailing. Light was eying the information broker suspiciously, who returned the looks with a confident smile.

As they brought up the rear of the crowd, Luna lowered her voice. “Dazzle, until I tell thee otherwise, thou art to stay with me. Thou shalt not take regular Night-Guard duties.”

“O-of course, Princess.” She dipped her head then glanced back at the smiling silver earth-stallion. “What about him?”

Luna hesitated, tilting her head towards Star. “What was thy agreement with him?”

“I-uh...” He looked away as they trotted slowly behind the citizens. “I kinda offered him a job to be your information pony. It was the only thing I could think of that would force him to keep his muzzle shut about the ruins. You did say nopony was suppose to talk about that place. But he'll only do it after working out the details with you personally.”

“Tis true that whilst the sisters may at last be free, tis better for all if that history be forgotten. There is possibility we might hath compensated his silence in other ways, yet... this mayth present us with an opportunity.” She pondered the thought for a moment then glanced down at her husband. “Dost thou trust him?”

“Yes and no?” He jerked his head to swing his wet mane from his eyes. “He did save my life, though I'll bet five bits it was so he could use it as leverage later. That whole mess with your feather was just a way he could get into those parties and learn more things to use on other ponies.”

Luna pondered his answer for a moment. “In thy opinion, wilst he keep his word?”

Star gave a quick nod. “Yeah, as much as I hate to admit it. I'm sure you'll have to work out some sort of arrangement about his... well, business practices back home.”

They exited the gate and began down the hill towards town proper. Their walk slowed, cautious of the rain-soaked cobblestones as they looked out on the river of ponies making their way towards the gate in the distance.

The alicorn looked over her shoulder at the silver stallion, he smiled and gave her a nod in return.

“Mister Steelhoof?”

His ears perked. “Yes, Princess Luna?”

“A word if I may?”

Dazzle slowed to let the larger pony take her place next to Luna.

“Mine husband tells of his offer to thee. To become the court informant. Though, I suppose the proper term is, Royal Spy?”

The stallion smirked. “Yes, your highness.”

“The initial job offer was for thy silence about the things thou hath seen below.” She eyed him. “I wilst honor the offer in return for thy vow of silence on the matter.”

“With all due respect, Princess. We need to work out the details of my employment before I agree.”

“And we art doing such.” She noticed a few of the crowd look back towards them and gave them a reassuring smile, doing her best to ignore the griffons that watched them from the dark roof-top. The sky was slightly beginning to lighten, the darkest clouds had passed and the rain slowed. “I wilst not continue this conversation until thou takes an oath to speak not of the ruins. Think of it as a show of good faith.” She lifted her chin.

Steel's smile broadened. “And that's the only condition before we negotiate my becoming your informant?”

“Spy.”

“Spy.” He chuckled. “I think I know where you're going with this Princess.”

“Splendid, then dispense with the games and speak the words. I'm certain thou art familiar with the binding oath spell.” Her horn began to glow.

The silver stallion pondered a few moments, looking this way and that, his eyes lingering on a hooded druid who watched them from an alley. “Alright.” He began before turning his head to the slightly taller alicorn. “I, Steelhoof, swear to never share information about the ruins below this city to another living creature without Princess Luna's permission.” A blue glow surrounded him and he smirked after it disappeared. “So what's keeping the others from saying anything?”

“Loyalty, Mister Steelhoof.” Luna responded. “Duty, obligation. Things foreign to thee.”

“I'm hurt.”

“Tis not to say that I think thee without honor. Neigh, thou art honorable in thy own fashion. A pony who follows a code to the letter. A code which values truth in all forms.”

Steelhoof gave a respectful dip of his head.

“And so, the terms of thy employment. What dost thou seek? I would offer the usual things such as salary, special companions, and such, but I knowth such things dost not interest thee.”

“Very true, Princess. Seems you're well informed.” He paused, looking up at the grey sky. “Since we're running out of time, I'll keep my side of the agreement brief. One, as long as my businesses stay within bounds of the law, they are to be left alone. No law enforcement breathing down my neck, no lawyers looking for ways to grey-area me. I'll agree to periodic checks of my operations if it would put your mind at ease.”

“Not necessary. This is a contract, thou places much importance on such. I agree to this. Next?”

Steel smiled. “Two, I want to know everything about the original Nightmare Moon.” He saw her narrow her eyes and held up a hoof. “Not to ever share it with another soul, this is personal interest. Certain parts of Equestrian history fascinate me and you are perhaps the only pony alive that can tell me the truth.”

Starstep could see Luna curl her lip and her eyes tighten ever so slightly. Then she gave a curt nod. “Agreed, though I counter with the requirement to cast bind oath upon thee at such times.”

“Deal.” He paused, lowering his voice just so the three of them would hear. “Last thing, I want my niece to become your personal assistant but no one else must know I bargained for this. It must look like she earned the position.”

Starstep's eyes went wide and he stumbled over a loose stone. Luna simply tilted her head at him. “What need hath I for one? What dost thou gain from this? An informant at mine side?” She pondered, “Neigh, too obvious a ploy for thee.”

Ahead of them,the gate loomed, the river of ponies pouring through as flocks of griffons sat on the walls, watching. Steel eyed the wall as they approached. “It's a family thing, Princess Luna. As well as repayment of an old debt. So do we have a deal or not?”

The group slowed before the gate, the last of the pony citizens working their way through the choke-point. Luna turned to the silver pony. “Perhaps a counter offer.”

Steel raised an eyebrow. “I'm all ears, Princess.”

Luna gestured with a hoof to her husband. “She may become Star's personal assistant.”

Starstep blinked. “Whoa, hold on there, why do I need one?”

Luna smirked, “Because dear, despite what thou believes, thou art a Prince now and as such will need somepony to assist in thy duties. Responsibilities art heavy as a leader and having somepony at hoof to manage the more... tiny aspects of it... Well, tis a blessing.” She held out a hoof towards Steelhoof. “Art the terms acceptable?”

Steelhoof hesitated then gave a nod, reaching out a hoof to shake with the alicorn. “Deal.”

Luna's horn glowed and a black chain with a tiny silver rectangle that flashed like a mirror, floated down in her aura around his neck. “Welcome, Spy Master Steelhoof.”

“That has a rather nice ring to it.”

“Indeed.” She looked to the skies, the clouds were now a light grey, a fine drizzle descending on them. “Time hath run its course.” She gave the earth-pony a respectful dip of her head. “Good luck.”

Steelhoof bowed deeply. “Until we speak again, Princess.” Then he trotted back the way they had come.

Luna followed the last few ponies through the gate, Starstep, Lighthoof and Dazzle on her heels.

“Wait, where's he going?” Star asked, glancing over his shoulder to the shrinking figure of the stallion.

“To do his job. Come, we hath our own to attend to.” Luna answered, her stride lengthening as she began walking along the left side of the stream of ponies, occasionally turning her head around to ensure no pony was being left behind.

Star took one more look back at the city, the flames and smoke visible over the stone walls of Spurlin, hundreds of griffons sat on the ramparts while the robed, deadly servants of the Red-Empress perched on the towers above them. Then the gates swung closed and he wondered how many ponies got left behind.

A few hours later, there was still a light drizzle and gentle fog, keeping everypony wet and dampening spirits. The remaining Spurlin guards had taken protective positions around the massive herd of ponies that trotted through rolling grass-lands in the shadows of the Daggerpeak mountains. The guards were spread fairly thin, sometimes losing sight of one another when the road wound it's way around a hill. Many were missing helmets or were using makeshift weapons. Star noted one Sun-Guard clutched a wheat scythe in her mouth, eyes searching the hills for a threat.

The dirt road was muddy, but thankfully not thick enough to slow the herd. The sound of hooves squishing through the mud and water was constant. Despite the gentle rain, their lower legs were beginning to cake with the brown mess.

Celestia had taken to being at the center of the crowd, still offering her protection to the young. Sandy was at her side, helping to keep the little ponies together. Starstep wondered how many had been separated from family or worse yet, had been orphaned. He knew not all were, as some of their parents watched from nearby, thankful to the Princess but wary to leave their foals completely. Still, Star did notice Celestia's efforts had brought a sense of hope to the refuges.

Star wondered how many lives would have been lost if the Red-Druids had not controlled the rest of the outcasts. Whatever her intentions, he had to admit that the Empress had protected a lot of ponies from a far worse fate. A shiver ran through him when he thought about the unicorn horns on those necklaces.

Luna noticed his reaction, looking down at him. “Bit for thy thoughts?” She was leading at the head of the river of ponies, Lighthoof on her other side and Dazzle trailing just behind.

“It's nothing, Luna.” When Starstep saw Luna raise an eyebrow, he sighed. “Well, I was just thinking that the Empress and her Druids saved a lot of lives. I dunno, I'm conflicted how I'm supposed to feel about that. I mean, she took our city and forced us out before we could recover. I can't imagine how many ponies got left behind.”

The alicorn exhaled heavily. “Tis a game. Like all griffon—or in this case, hippogriff—diplomacy.”

“A game? I mean, I get the whole, perspective thing you used on them before, but this? I mean...”

Lighthoof kicked a rock out of his way, growling. “We just gave up the city.”

“Exactly!” Star agreed.

Luna looked to the tan pegasus on her left. “Pray-tell, what would thou have us do?”

“Set up a guerrilla operation, harass them, overthrow her. Fight back and make them bleed. Anything!”

“Thou cannot truly believe this. Lighthoof, thou art not thinking straight. Look upon it from a different angle and ask thyself—what would we gain from that? What would we lose? Tis only a place of stone and wood.”

“But it was their place of stone and wood, Princess.” He gestured a hoof behind him. “It was their homes, their businesses, their lives. Gone, just like that because we packed up and left.”

Luna gave a patient sigh. “Light, thou art an intelligent colt-”

Star interrupted, “Bet he'll never hear that again.”

“Ha-ha. Smart-ass,” Light shot back.

The alicorn rolled her eyes and smiled. “As I was saying…” Her tail whipped Star across the flank, causing him to yelp and narrow his eyes at his wife. “Thou art intelligent, Lighthoof. When thy emotions have calm, think upon the pros and cons of the situation. Consider also how we look to the other Griffon Leaders. We accepted defeat with humility and grace instead of acting as foals, thrashing about because some bully hath taken our favorite toy.” She noticed him open his mouth to counter, but gave him a stare so striking that he kept his mouth shut. “Tis only an analogy. There is far more at stake here than one city.”

She looked over her shoulder to the lead ponies following not far behind, their heads lowered as they trudged along. “I am well aware of what they hath lost and they shalt not be the last in the coming conflict.” Her attention returned to Lighthoof. “Tis in times such as these that my sister and I art reminded why so many ponies bow to us and art a part of our kingdom. They trust us to protect them and assist them. And while there art always unavoidable tragedies, we do all within our power to help them through it.”

Starstep leaned against his wife, nuzzling at her coat as they walked. She smirked down at him. “We art at the head of thousands of ponies and thou art making advances. Hath thou no shame?”

“Sorry, you just looked like you needed it.” He stepped away to give her a little room.

“I tease, my love. I understood thy intentions, yet perhaps tis best to temper such until we hath privacy. Many of these ponies art emotionally distraught and I am uncertain it would send the right message.”

"…The Princess likes to rut while their homes burn."

Star frowned and shook his head free of the strange thought.

“Everything alright, Star?” Luna asked, concern in her eyes.

“Uh, yeah, guess so. Still a bit tired I guess, we didn't get much sleep.”

“The nightmares?”

Star and Lighthoof both nodded.

Dazzle spoke up. “I have been getting them too, Princess.” When all three ponies in front of her turned their heads in her direction, she cleared her throat, a faint blush on her cheeks. “I am sorry for eavesdropping.”

“Not at all, Dazzle.” The alicorn smiled reassuringly to her. “I wilst do what I can to ensure restful sleep for thee.

“What time is it, anyways?” Star asked, looking up at the dark-grey sky.

“Tis early morning. Sister raised the sun not long ago. Because of the dangerous journey, I shalt be keeping the night up only long enough for rest. Tis an emergency and to do so for more than a few days wilst have dramatic effect upon nature.

“Your highness!” A male voice called out from the morning fog ahead of them. Shortly thereafter an earth-pony Night-Guard in his armor came charging up to them, splattering mud in his wake before sliding to a stop before them. “Princess, I think we should stop or detour. There's something I don’t think these ponies need to see.”

She stopped and her escort did as well. The massive collection of ponies slowly began to pass word along and eventually the precession stopped moving. They were between a pair of rolling green hills with a small stream not far away, the muddy road curving around the hill to their left.

Luna turned to a couple of Sun-Guards off to the side. “You two, please keep the herd held here. We shalt not be long.” With that, she gestured to the scout to proceed, her three Night-Guards on her tail.

The scout led them down the road and around the hill. As they rounded the corner, Star noticed bits of wreckage littering the area. Broken sticks, shattered planks of wood, some cloth fluttering in the breeze. Further ahead he could make out a few forms laying in the muck. Luna quickened her pace to the nearest.

It was a pegasus mare, or rather she had been. As his eyes slid across the dead-mare's shoulders, he had to turn away and fight down the bile rising in his throat. He could already hear Lighthoof puking into a nearby bush. She was Star's age, light pink coat, slightly green mane. She reminded him of a weather-mare he knew from Ponyville, except that her wings were missing.

Star could feel Dazzle gently touch his back, taking his attention away from the body and dark thoughts. He gave the unicorn a slight appreciative smile.

Luna moved to the next fallen pony, then the next. Eventually she found them all—twenty in total— and returned to her recovering guards and the nervous scout. “Dost thou know what happened?

“Most of them were the pegasi we sent ahead to Trottingham. Looks like they were hauling a few litters with the seriously injured.” He gestured to the scraps of wood and cloth.

“Dost thou know how many went ahead in total?”

“I'm not sure, Princess. We lost count not long after we couldn't see the city. Some of the pegasi didn't want to hike all that way, so they offered to go on ahead and get help. Not counting the fourteen here, at least another two dozen volunteered—probably more.”

“Thank you, please return and quietly request a few guards to help bury them.”

He bowed. “Yes, Princess.”

Star almost asked who would do such a thing, but then he had a feeling he already knew the answer. He looked to his wife, seeing the tremble of her bottom lip and her damp eyes. As soon as the guard rounded the bend he walked up to Luna and pulled her into his embrace. She resisted at first, gently pushing at his chest, eyes glancing at the remaining two guards, but then she noticed the dead again and a single tear rolled down her cheek. She relented, slumping into his fore-legs and leaning her neck over his shoulder to weep silently. Star could feel his wife shudder in his hooves with each choking sob. She simply let him support her weight, gone was her regal bearing. Starstep could feel his heart ache at seeing her in such a state. After a few moments, Lighthoof and eventually even Dazzle hugged the alicorn.

There were no words spoken, there was no need.

In an hour the graves were dug and the bodies had been carefully moved and buried in the soft earth. By then Celestia had been called up, vowing to the children that she would be right back. She and her sister said a few words over the freshly turned dirt with only the grave-detail guards in attendance. Some, like Lighthoof, were angry, but most were somber, and a few had tears in their eyes. After the impromptu ceremony was complete, the mares and stallions of the guard shared hugs and soft words of encouragement. Celestia promised them that a memorial would be built here, but for now they should remain quiet so as not to panic the refugees.

Throughout the brief sermon, Dazzle stood near Star and Luna, quietly watching everything, a steely resolve in her eyes. She had insisted on helping move the bodies earlier, taking a moment to memorize their faces, and quietly whispering prayers as she closed their eyes. It caught Starstep by surprise, since her attitude was in such contrast to her terror when it came to the ruins of Sprulin. She could stare unflinchingly into the face of the tortured dead that caused Star and Lighthoof to become ill. Starstep wondered if Dazzle was truly stronger than he'd given her credit.

After the short funeral ended, Star looked down at the unmarked graves and felt his lip curl in anger. What was done to them wasn't a predator looking for a meal—that, he probably could have handled.

This was not death. This was mutilation. It was cruelty.

As the other guards wandered back towards the main group, Star couldn't help thinking that he wanted to do something awful to the griffons responsible—stab them, crush them under his hooves-

"Burn them."

Yes, like Copper. They would all burn.

Star shook his head abruptly and blinked. There was no pony around. Luna and Celestia were off to the side quietly talking to Dazzle and Lighthoof. He was alone next to one of the graves. So who was talking to him? The thought trailed off and he just sighed. He really needed a long sleep; one without nightmares would be nice. The stress was just taking a toll on him, he told himself, that's all.

They all returned shortly thereafter to the rest of the group. The Royal Sisters wore brave faces, not betraying the sadness they both felt. Celestia rejoined her following of little fillies and colts, and Luna took lead again.

She led them further down the road, past the scattered wreckage of wood bits and cloth, which thankfully no pony seemed to take real notice of. Time seemed to drag during the journey; having this many ponies slowed the trip significantly. Supply carts towards the back crawled along, exhausted volunteers pulling other tired and wounded ponies.

Late in the afternoon, Luna called for a stop. They were close to a river with flat grassy terrain for quite a ways on either side. The drizzle continued to soak the tired refuges as they softly whispered to each other.

Luna climbed up onto a nearby boulder and used the Canterlot Voice. “Citizens! We make camp! Guards, report to me!”

A flash went off nearby, startling the alicorn.

Featherweight gave her an apologetic smile from the front of the crowd. “Sorry, Princess. I'm just documenting.”

She gave a faint nod. “Carry on.”

Star waved a hoof at the cream colored pegasus. “Hey, Feather, got a sec?”

As Luna waited on her rock for the guards to assemble, Star took the other pegasus off to the side. “I didn't know you were still here. Are you and Scoots ok?”

Feather nodded. “Yeah, after the portrait session we hung around town, saw the sights, met some ponies. Then last night, we were at the inn and somepony started screaming in the next room over. Next thing we know, a griffon dives through our window. We got the jump on em, grabbed some gear and got out, but...” He gave an embarrassed lop-sided smile. “Got caught outside.” He tapped a hoof to his camera which was attached to a neck-rig. “But at some point, I figured, hey, somepony should take pictures of all this. Why not me?”

“And Scoots? Where is she?”

“Well...” Featherweight seemed nervous. “She's been kinda staying out of your way.”

Star's eyebrow raised. “What, why?”

“Honestly, Star. She's still really embarrassed she didn't tell you about, well, us. That, and come on, the city got attacked. She didn't want to distract you—you're an important pony now.” He looked over his shoulder at the massive herd; most had their heads lowered and ears laid back. The pegasus turned back to Star. “She's also been carrying a lot of supplies, way more than I think is healthy. I guess it's her way of helping.”

“Well, I'm glad you two are safe.”

He smiled. “Thanks, Star. I'll let Scoots know you're thinking about her.” With that, the pegasus turned and began photographing the nearby exhausted refugees.

Starstep wandered back over to the rock, Lighthoof eying him curiously as he approached. Luna was atop it, issuing orders for a guard-rotation around the perimeter.

“Everything ok, dude?” Light asked.

“Yeah. Feather and Scoots are fine.”

“That's good news, but you don't sound too happy.”

Star sighed. “That obvious eh? I'm happy she's okay, but apparently Scoots is avoiding me.”

“Ouch.”

Dazzle spoke up from behind them, surprising the two. “You should go speak with her when you have the chance.”

Light put a hoof to his chest. “Sheeze, Dazz, give a colt a heart-attack why don’t you?”

Star shook his head. “Nah, I don't think that's a great idea.”

“You would think like that.” Dazzle slipped up between the pegasi. “Look, Star. I'm trying to be more... social with my coworkers like the Princess asked me to. And, as a mare, I will tell you to talk to her. If for nothing else then just to let her know that you still care.”

Light just shrugged at his friend. “Hey, don't look at me. Sherry just slugs me in the shoulder when I do something stupid.”

Star smirked. “What does Peach-blossom do?”

The tan pegasus shyly ruffled his soaked mane. “Ah, not exactly a thing to talk about in front of a mare. No offense, Dazz.”

“None taken. Thank you for taking my feelings into account... for once.” She gave him a lop-sided grin and returned her attention to Star. “I have to go talk to the rest of the lieutenants and see if we can't get some logistics worked out with the Sun-Guard command. Please, consider my suggestion concerning your friend.”

Star sighed. “Alright, I will. Later, Dazz.”

She gave a curt nod and trotted off into the crowd.

Lighthoof chuckled. “She'll be one of us in no time.”

Star just rolled his eyes before walking back to Princess Luna.

A few hours passed—the sun had set and night was just beginning. Thankfully the rain had stopped and the clouds were scattered, allowing a few stars to twinkle through. Starstep stood up on Luna's rock looking out over the area. He was dripping after a quick bath in the river, the cool water finally washing away the crypt dust from his coat. Lighthoof was off with Dazzle and the Night-Guard Command, leaving Star on his own for a while.

Spread out before him, the massive herd had formed a circular shape in the wet grassy area next to the river. A few campfires dotted the sprawling group, casing warmth on the tired ponies. There were no tents, just a handful of wagons that carried the injured and some supplies. At the very center of the group was a soft white glow. Celestia laid there, her horn offering a reassuring light as she sung a lullaby to the fillies and colts who surrounded her. A few were already dozing against her side or cuddled into her chest. Even from this distance he could pick up the melody of her song.

“They art now thy subjects as well,” Luna spoke gently from below him.

Star glanced down—his Princess was watching the herd from beside the rock.

“I still can't wrap my head around that. I'm not a leader, Luna. I'm just one little pony. Lighthoof is more of a leader than me.”

“But thou cares about them, dost thou not?” He nodded without hesitation. “Thou hath learned many lessons on leading already and I shalt continue to guide thee.”

“Why? I didn't want to be with you to rule anypony. I just wanted to make you happy.”

“Because thou art mine husband and by right, a Prince, and though thou may dismiss such titles, they dost not. In their eyes, thou art my right-hoof—somepony I trust and love. And so, they wilst come to thou when I am not available.”

The pegasus cocked his head. “I thought only the guards were told about us?”

Luna glanced up at him. “Ponies asked for thy identity and the guards art not under instruction to lie about it.”

“Why would they care who I was?”

“A young stallion whom is consistently by my side, despite thy earlier ragged appearance, wearing my feather and carrying himself as a noble. Whispers start, queries art made.”

In no way was Star ashamed of being married to Luna or helping her in any way he could, but for the other ponies to see him as something more than just Luna's guard? The thought scared him.

“I... I need to go for a walk.” He bound off the large boulder and looked over his shoulder at the Princess. “If that's ok.”

“Certainly, my love.” She strode forward to gently hug him and nuzzle his wet mane. “I wilst be patrolling the night skies.” Her eyes reflected the crescent moon that hung just over the horizon. “The night is mine and I shalt protect my ponies.” Her hoof stroked his cheek. “Swear that thou rest tonight. I can see the exhaustion in thy eyes and it doth not help morale if a Prince passes out on the exodus.”

He leaned into her hoof and smiled. “I swear, Luna.”

Luna glanced over the crowds towards the glowing light of her sister. “Thou can always ask Tia for a lullaby.” Her eyes twinkled. “She used to sing me to sleep as well.”

“That sounds nice, actually.”

Luna leaned in to kiss him sweetly, her soft lips causing a shiver to run through him. Reluctantly, the alicorn separated from him and took to the air, her dark shape banking off into the night sky.

Starstep gave a soft sigh and began walking counter-clockwise along the outer edge of the herd, just on the shadowy side of the camp. Most of the ponies had laid down on the wet grass in pairs or groups, finding comfort in the touch of one another under the blanket of stars and clouds. A few eyed him as he passed, most suspiciously, but some offered a tired smile.

At least being ponies meant food wasn't a huge issue. The grass below them would keep them sustained and the water from the river was fresh and plentiful. While it wasn't exactly dignified, even the well-to-do ponies shut their muzzles and nibbled at the green stalks when their bellies grumbled in agony. He'd overheard that the food packed away in the supplies was for the leg of the trip through a rocky barren valley. For all the chaos of being forced from their home so suddenly, there was a certain sense of order. The command staff of both Guard were working together well in this time of crisis. Guard rotations had been finalized, a running list of the missed or dead was being collected, and even some of the citizens had been added to the ranks. Star could understand if he was in their horseshoes. It would be hard for him to sit back and let others protect him.

He was passing by a small campfire when a voice whispered out to him.

“Excuse me.”

Star turned his head and noticed a young pegasus mare had lifted her head and was looking at him. She was a shade of peach with a yellow mane. Beside her were three other ponies who slept, chests rising and falling rhythmically.

He paused and smiled at the filly. “Yes?”

“Would you like to join us? There's room.” She gestured to a little spot next to her.

He blinked in surprise. “I don't know you.”

The young mare smiled. “I don't know these three either. You just seemed lonely out there.”

Star stepped into the firelight, the silver chain from his necklace sparkling.

Her eyes snapped to the silver and then down to the feather before suddenly widening. “OH. Your highness, I'm very sorry, I didn't know.”

Star grimaced at the title. “It's ok, really. Thank you for the offer.” He smiled reassuringly. “I'm just taking a walk around the camp.”

“In the dark? By yourself?”

“I'm not afraid of the dark.” He started away. “Good night, sleep well.”

“Thank you for looking out for us.” The mare watched him disappear into the dark and cuddled back up with her three new friends.

As Star continued his circuit he came across a few of the Guard, who seemed startled when he slipped out of the dark, but relaxed when they realized who he was. Star bantered lightly with them, making sure nothing was out of the ordinary, and asked if they needed anything. They would politely decline and thank him for his concern before the pegasus went on his way.

The overall mood of the herd was still one of disbelief and sadness. He would occasionally pass ponies who were crying, usually in the hooves of another. A few laid on the grass, staring out into nothing as he trotted by. Except for Celestia's lullabies and the spots of hushed sobbing, the camp was quiet. No real conversations, or music. Not even a burst of laughter at a joke to lighten the mood. Star hoped it wouldn't be this way the whole trip.

Eventually, the colt made his way back to Luna's rock where it rested on the outskirts of the camp close to the river. He climbed up top and looked out over the herd. A cool breeze washed over him and he closed his eyes, breathing in deep. Luna was right, he told himself. He wasn't sure what he could do to help these ponies, but he knew he had to try. He felt a sense of responsibility—of obligation, or duty. He knew these things as a guard, but now it was sharper, more defined.

Celestia's lullaby reached his ears a little more clearly. He looked out across the herd to find her looking in his direction. He could just make out her lips moving as her kind eyes looked into his. The words were gentle and caressed his thoughts, and a motherly love seeped into him. Before he knew it, he had laid down on the rock, the coolness of the stone reminding him of his Princess, balancing the warm from Celestia's song.

There was a feeling of peace, his thoughts washed away into a glow of contentment. The pegasus closed his eyes and felt sleep finally overtake his exhausted body.

Star opened his eyes—he was no longer on the grassy field. There was no river. He stood on a landscape of cold grey stone. The terrain was curved and shadows rolled across it like low hanging clouds. Above him, the sky swirled in violets and blues. Star shook his head in confusion and looked about for some sort of landmark. There—the rock he'd fallen asleep on. He hurried towards it, noting a form laying on its surface.

A chill ran through him as the figure on the rock lifted its head and turned towards him. The cat-like eyes of Nightmare looked into his and a cruel grin spread on her muzzle.

“Welcome home.”

Author's Notes:

Chapter 52 Edited by Idylia
This is not a super exciting chapter, but rather a gate-way into a short but important Exodus arc.
There were a few things I really wanted to do with this chapter:
Set the stage for some things to come and give a sense of loss.
To understand that conflict isn't just about heroes and villains, but the innocents around them.
To begin exploring Starstep's next character growth and to see a little deeper into the Royal Sisters as they cope with the defeat.

On a side note, you might want to take a little time to read the last half of Chapter V. You'll see why next chapter.
Looking forward to your comments.