"Tavi! Tavi! Wake up!"

"I choose to not respond to 'Tavi' Vinyl," Octavia mumbled sleepily through the music book over her face. "You know that." Octavia jumped as a field of purple magic tore the book off her face, "Vinyl! What has gotten into you?"

"The fricking Mareitanians are here!"

"What?" Octavia jumped up and ran to the window, peering outside. She couldn't see anything. "Where?"

"Coming up from the south."

"The south? Does that mean the defences north of Las Pegasus have been overrun?"

"How the heck would I know? You know I don't understand you when you start talking all military." Vinyl stood still for a moment, looking around the room before returning her gaze to Octavia. "That said, any military know-how on getting out of this would be, y'know, great."

"Uh... um..." Octavia bit her lip, unsure of what to say as she'd never been on this end of an invasion, apart from the one time at Puddingarde, which was significantly different seeing as how they had a fortress, and Twilight. The fact that Ponyville was being invaded was already enough to throw her out, as it meant something in Equestria's defence had gone very wrong.

"Equestrian forces should be coming soon to repel the invaders," Octavia said after several seconds of 'umming' and 'ahhing.' "I don't think we really want to get caught in the battle, so we should get somewhere safe."

"Like where?"

"Like anywhere not in Ponyville."

"Sounds good," Vinyl said with a nod. "What about Summer?"

"She's still at the hospital. Damn it! We'll have to go get her. Come on!"

"Are you insane?" Vinyl yelled, holding the door shut with her magic before Octavia could so much as lay a hoof on it. "Going out there's probably the worst idea you could think of! Seriously."

Octavia rounded on Vinyl, walking up to her until they were face to face. "Vinyl Scratch, I am going out there, and I am going to get Summer. You can stay here if you want, but there is no way you're stopping me."

Vinyl let the magic on her horn fade, "You know you're kind of hot when you're being all authorative."

"Vinyl!"

"To Ponyville hospital! Away!"

"Celestia save me..." Octavia opened the door and left their shared house, giving her cello Sebastian a lingering look before leaving and letting Vinyl shut the door behind them. She had the strangest feeling she wouldn't be seeing or playing him again for a while. Just the thought of that was enough to start triggering her talent separation anxiety.

She put it to the back of her mind and peeked around the corner of the house, looking south towards the invading forces of the Mareitanians. They didn't seem to be rushing into the town thankfully, leaving them with a clear path to Ponyville hospital, which was nearly on the opposite of town from their house.

At least she'd hoped it would be a clear path. As was typical of Ponyville, news of the Mareitanians arrival was spreading fast, and ponies were taking what opportunity they could to mill around in uncertainty while they could, leaving the roads rather busy. Octavia and Vinyl raced through it all, dodging and weaving through it to reach the hospital as fast as they could.

The hospital wasn't much better though, as ponies panicked in the much more confined space. Some of the wounded from the battles that had taken place recently had ended up here as other hospitals were made increasingly overcrowded, and there were some ponies rapidly disposing of anything that might tie those ponies to the military, which Octavia thought that was a little silly since stab wounds were pretty telling, but rational thought was hard to come by as fear set in.

Octavia ran up to the reception desk, slamming to a halt with her hooves on the desk. "Where's Summer?" she asked tersely as the nurse behind it tried to maintain an air of serenity, when it was clear she wanted to bolt.

"Summer? She's over in recovery," the receptionist replied quickly, knowing full well who Octavia was, and why she was looking for Summer at this moment. "She's trying t-" she started to say, but Octavia was already gone, leaving Vinyl to grin apologetically before running after her friend.

The recovery ward was as busy as the rest of the hospital, where ponies were sent after operations. It was also where the Sparkle healing devices found the most use as ponies were healed up and released. Today was different, as most of the occupants were wounded soldiers who had no interest in being caught by the Mareitanians in bed. Nopony knew what the Mareitanians did with prisoners, and they were in no mood to find out.

"Summer!" Octavia shouted over the mass of ponies, trying to locate the blue pegasus. She spotted her at the far end of the room, fussing over a soldier that was struggling to get out of bed.

"You can't do this!" Summer whined at the mare in bed as Octavia squeezed her way over to her. "You're too badly hurt!"

"Their forces will be here soon, and I'm not going to say hello to them sitting down. If they're going to kill me, they're going to get a fight out of me first!"

Summer pushed the unicorn back down, and was shocked when a grey hoof joined hers. "Octavia?"

Octavia pointed at the stitched up gash going down the mare's side, "If you tear those stitches, the only thing you'll be fighting is for your life as you start to bleed out. Listen to the nurse."

"But-"

"No buts." Octavia sighed and eased her stance. "I understand that you're worried about the Mareitanians, but I very much doubt they'll kill you in your bed."

"And how would you know?"

"Because we taught them better than that," Octavia replied evenly, keeping the guilt out of her voice even though she doubted the mare would even know what she was talking about. "Believe me, they won't hurt you."

"And how do you know that?"

"Because I do," Octavia replied, wishing the conversation to end, which she made happen by pulling Summer away from the mare.

"What are you doing Octavia? I have work to do!"

"Is anypony in danger of dying?"

"What? No-"

"Then it can wait. Summer, the Mareitanians are here in Ponyville, and I very much doubt that either of us are going to be treated very nicely if we're caught. We need to get out of here."

"But my patients need me!" Summer insisted. As far as she was concerned the Mareitanians were less of a danger to them than to the rest of the Ponyvillians, simple because of their past actions to aid Mareitania. Her bigger priority was to help these ponies, although she doubted Octavia would care.

"These are going to be the last patients you'll ever help if you get caught! We need to get out of here Summer." Octavia looked Summer in the eyes, finally making the pegasus stop. "I really don't want to find out what Faust would have in store for us if she gets her hooves on us."

"You really think it'd be that bad?"

Octavia nodded, "I do."

Summer bit her lip, glancing back and forth between Octavia and the patients in the room, fighting with herself over the decision. Slowly she was coming to the conclusion that Octavia might be right, and that the cost of staying might be too high by far for the both of them.

"Alright, but we'll need to find Nightglider first. I'm not leaving her to get captured."

"Absolutely," Octavia said with relief. "She's bound to be flying though, so you'll have to go find her yourself." Octavia glanced back over her shoulder at Vinyl, then gestured at Summer. "Come on, we better get moving.

Octavia accepted no arguments over who was leading the way out of the hospital, as she politely barged her way out of the recovery room, with aims to barge her way out of the hospital. She'd barely made it halfway when a wail of despair brought her to a stop, her ears swivelling towards the source of the noise. She followed it to Nurse Redheart as the white mare tried to reason with a balled up pegasus in the corner of a hallway as she cried her eyes out.

"What's going on?" Octavia asked, recognising the pegasus as Flitter, who she supposed had a genuine reason to be acting like this over the Mareitanians invading Ponyville.

"She won't move!" Redheart said in answer, her frustrations boiling over. "I can't touch her either, because she hates being touched, and I don't know what to do!"

"Allow me," Vinyl said, swaggering up to Flitter's side, flexing her neck.

"Vinyl, I really don't think-" Octavia began to say, but gave up as Vinyl picked Flitter up in her magic and shook her until Flitter gave Vinyl her full attention.

"Flitter, we are getting the hell out of Ponyville. If you want to come with us, just nod." Vinyl grinned as Flitter started to nod after taking a moment to recover from the shaking. "Sweet, good choice. Let's go Tavi!"

Octavia opened her mouth, then shut it and shrugged, unwilling to argue with results. She took the lead again, and had barely made it two steps when Redheart grabbed onto her.

"Take me with you!"

"Uh, really?"

"Yes really! I don't want to be caught by the Mareitanians, not when I'm bound to be recognised by some of them. Celestia knows I had enough unwanted attention off those brutes when we were on the same side, let alone opposite sides!"

"Alright then," said Octavia, not arguing. "Can you lead us out of the back though? I don't want to create a panic here if ponies see you leaving."

"Of course, follow me."

As they stepped out into the open, being careful to stay in the shade offered by the hospital, Octavia had to remark that it was quiet. Rather than aggressively taking over Ponyville, the Mareitanians seemed to be segueing into it with no resistance at all. Even now there were no pegasi swooping through the air to drive the invaders off, or the dull boom of shields being struck, or anything to indicate that somepony objected to the Mareitanians being there.

"Are we sure it's even the Mareitanians?" Redheart asked as Octavia made her observations known. She pulled her nurse's cap off and threw it away, hoping it would make her slightly less recognisable. "What if it's ponies from our side again?"

"They're definitely Mareitanians," Octavia said as she peered around the edge of the hospital towards the town centre. "Their uniforms are all grey, while only some of our air forces wear grey."

"Oh. Damn."

"Damn indeed." Octavia's breath caught in her chest, and for a moment her hooves trembled, unnoticed thankfully by all but herself. She took a deep breath, and centred herself until it passed. It didn't, and eventually she gave up. "Summer, you need to go find Nightglider."

"Um, okay, she's probably at Sugar Cube Corner with Sugar Belle at this time of day."

"But that's in the town centre," Vinyl pointed out. "The Mareitanians are probably all over that."

"I don't care, I have to get her!" Summer spread her wings and took off before any of then could stop her, darting towards the town centre.

"Summer!" Octavia shouted after the pegasus, but she didn't stop or slow down. "Shit! She'll get caught if she goes there." Octavia stomped her hooves in frustration, then turned to the ponies with her. Vinyl was watching the Mareitanians, Redheart was comforting Flitter, and Flitter was... incapacitated, to put it mildly.

Vinyl squinted into the distance, then raised her shades to place them over her horn. "Hey Tavi, who's that big white chick with the Mareitanians?" she asked as Octavia had her back to her.

"What!?" Octavia quickly spun to see what Vinyl saw, peeking around the edge of the building, although what she saw was no comfort. Faust was walking into town, her head held high as she paced sedately between two rows of her soldiers. "Oh this is not good."

"Not good? Who is that?"

"That's Faust, Vinyl." Octavia winced at the squeal of fear that name brought out of Flitter. "As you can imagine, her being here can only be bad news."

"But why here?" Vinyl asked. "Ponyville's got nothing she'd want, surely?" She followed Octavia's hoof as it pointed up at Twilight's crystalline castle in the north west of the town. "Oh... yeah, I suppose that might be something she'd want. Possibly."

"That doesn't help us though," said Redheart. "We need to get out of here! Maybe we should head for Canterlot."

"Not without Summer," Octavia said firmly. She paused as she realised that sounded like she was involving all of them in that. "I mean, I'm not going anywhere without her. The rest of you should probably get out of here while you still can."

Vinyl grinned at Octavia, "Not without you, buddy."

"Summer's my friend too," said Redheart. "I won't leave her to the Mareitanians."

"You're leaving everypony else you know behind in the hospital," Vinyl pointed out.

"Only because the Mareitanians don't know them! They know us, and they definitely know Summer and Octavia. It wouldn't surprise me if Faust wants them specifically."

"You won't... want that to happen," Flitter whimpered between heavy breaths. "We should go get her."

"You as well?" Redheart asked Flitter, getting a small nod from the pegasus. "I guess we're all in then."

"Actually, it'd be easier if I went on my own..."

"Shut up Tavi, we're coming with you, like it or not."

"Apparently I better like it then." Octavia ran around the corner of the hospital, running for the cover of the nearest houses, cursing that Ponyville had to be so spread out. The wide open spaces around the outskirts of the town weren't exactly the best for hiding, and would prove to be deadly if they had to make a break for it.

Closer to the middle of town was better though, although it was safe to think otherwise with the large number of Mareitanians occupying it. Octavia kept to the back streets as best she could, but was given a small advantage in that she knew her way around, while the Mareitanians didn't. It was also an advantage that most of the towns ponies were standing around trying to see what was happening. That kept the soldiers distracted enough from spotting ponies in the back streets.

"Ponies of Ponyville."

Octavia froze as those words filled her ears, like they were being projected directly to them, rather than mess around with silly things like distance and physics.

"I am Faust, leader of Mareitania. I have come before you today to hear you rejoice that you have been liberated from the false rulers of this land."

"Agh, why is my horn so itchy?" Vinyl complained, rubbing her horn viciously with a hoof. Beside her, Flitter's wings were shaking, although it wasn't hard to surmise that might be due to her hearing Faust's voice again, rather than anything else. Her eyes being squeezed tightly shut lent credence to that idea.

"She must be trying to project her magic through her voice," Octavia theorised. "She must be trying to control us."

"Let's hope those crystal implants are as good as advertised then," said Redheart.

"No more will you be required to bow and scrape to the princesses that have done nothing to deserve your adoration. Instead I invite you to live in a world of true Harmony."

"This is bullshit," Vinyl muttered.

"Of course, I do realise that I have been painted as the villain in all this, and that you will no doubt be displeased about this at first. In that case I offer you a deal. Accept the occupation of your town without resisting, and your lives may continue in relative normality. Resist, and you will find things far less to your liking. Now, where is your leader, so that I may speak with her?"

Octavia ushered the ponies with her on as Mayor Mare walked out in front of Faust, nervously adjusting her glasses. "I-I'm the chosen representative of Ponyville. I speak for the ponies here."

"Very well. Do you wholly surrender the entirety of Ponyville to me?"

"T-that's not my decision to make. Only the princesses could authorise the total surrender of territory to a hostile force."

Faust nodded at the Mayor, a sad smile on her face. "I'm sorry to hear that. Could I not convince you to reconsider?"

"I'm sorry, but that's not something I can really do."

Faust sighed, like what she was hearing wearied her with its inconvenience. "In that case we shall have to claim this 'territory' by conquest then. We shall do our best to make this process as painless as possible." Faust took a step back and gestured to her ponies, "Proceed."

The soldiers all dropped their weapons into a more aggressive stance, forcing the Ponyvillians to back off nervously as a pony Octavia didn't recognise raised a bullhorn to his mouth.

"Return to your homes and you shall not be harmed. You have five minutes to comply. After that time you will be forcibly detained and kept secure until such a time we deem you safe for release. Again, you have five minutes to return home, I suggest you do so." The pony lowered the bullhorn, shrugged, then raised it again. "Thank you, and have a nice day."

The crowd quickly dispersed as ponies sought to fulfil his order, not one of them wanting to test if what he'd said was true. Octavia was forced to wait a minute until she could see where Summer might be, spotting the pegasus along with four others standing outside Sugar Cube Corner.

"All of you stay here," Octavia said to the ponies with her. "I'm going to grab Summer, Nightglider, and her friends, then we'll make a break for Canterlot. Of course, feel free to stop being stubborn and get going without me."

"Not a chance," said Vinyl. "Last time I left you alone for too long you helped overthrow a country."

"Oh how I wish I hadn't," Octavia muttered. "Back in a tick."

Using the confusion as cover, Octavia galloped for Sugar Cube Corner as fast as she dared, then skirted around its edges until she could dive in through the front door. There weren't many ponies in there now, most having chosen to wait out what came next in their own homes, making it a lot easier to find Summer and the rest of them.

"Summer, what are you doing? We need to get moving!"

"But you heard the pony Octavia. If we're caught out there we'll be detained until they think we're not a danger. Who knows how long that could be?"

Octavia sighed at Summer. "Really?" she said flatly. "The idea of getting out of here was to not get caught at all. If we're quick, we can all be out of here before that five minutes is up. Do the rest of you want to get out of here?"

"You bet I do," said Nightglider. "We've spent enough time being controlled by crazy ponies to not want to do it again." Behind her, Double Diamond, Party Favour, and Sugar Belle nodded.

"I think the ayes have it," said Octavia. "We better get moving."

The town centre was mostly empty by the time they left, with only soldiers remaining as they prepared to spread out into the town. Octavia led them back to where Vinyl and the others were waiting, finding them in exactly the same place she'd left them.

"Let's go," Octavia curtly said to them, not wasting breath. She started running north, taking note that plenty of the soldiers had spread out into town, forcing them to be cautious in their movements, not that nine ponies moving at speed weren't very noticeable. They stuck to the gaps between buildings as best they could, but as the minutes passed, it became clear they weren't going to make it out before the five minutes were up.

Octavia skidded to a halt as they were about to run out into the clear as they reached the outskirts of town. They'd just missed Faust walking past with a small group of soldiers, walking serenely through the town like she were on a vacation enjoying the sights. That changed when Octavia involuntarily yelped upon seeing her, but scrambled back before being spotted.

"Who's there?" Faust asked, gesturing with a hoof to her guards. Octavia quickly ushered everypony back as the soldiers got closer, hiding them around the corner in the hopes they wouldn't go too far from Faust. There was just the small issue of Flitter, who burst into tears as the soldiers came closer, threatening to give them away.

Not wanting to speak, Octavia tried to put her hoof over Flitter's mouth, but was surprised as Flitter squeaked and smacked her hoof away, only adding to the noise. Octavia glanced back, waving for her companions to squeeze in closer to the buildings.

Flitter didn't move, not even when coaxed by Redheart. Octavia could see that she'd jammed up, too consumed by her own terror to actively avoid that which she feared. Octavia bit her lip for a second, then grabbed onto Flitter, wrapping a leg around her mouth and dragging her into cover using her superior strength. Flitter fought every second that Octavia held onto her, and bit down hard on Octavia's leg, forcing her to scream silently from the pain, her mouth open even though no sound came out.

"There's nothing here. Come on, let's get back to the Lady."

A collective sigh went up from most of the group as the soldiers stopped searching, and Octavia waited a few seconds before kicking Flitter off her and clutched her leg to her chest, fighting to stay silent from the pain as blood dribbled from the bite. Flitter sat with her eyes squeezed shut, tears running down her cheeks, but she was at least silent.

"Somepony go see where Faust is," Octavia hissed as Redheart checked the wound.

"On it," said Vinyl, keeping low as she crept back towards the road. She returned soon after, her stance less cautious. "She's heading west, towards the castle."

"Then it's now or never." Octavia shooed Redheart away and stood, keeping her now injured leg tucked up against her chest. She wanted to curse at Flitter, but knew well enough it would only serve to make things worse. Instead she stood in front of Flitter, waiting for the pegasus to look at her. "Are you still with us?"

"I'm sorry, I didn't mean to d-"

"Not what I'm after. Are you still with us?" Octavia smiled as Flitter nodded shakily. "Good, let's get out of here."

Octavia took the lead again, poking her head out between the two buildings they were hiding behind, then moving back to the road. Faust had indeed moved on, but that would mean nothing as the soldiers spread through the town. The five minutes they were given had probably passed, leaving them a very narrow window in which to escape.

Octavia limped as fast as she could, the others all keeping pace with her as she led the way to the north east, all too slowly moving through the outskirts to the open hills before where they could hopefully move unnoticed by Faust and her soldiers.

The last few houses passed by and they ran into the open grassland, putting on a burst of speed as they got away, for all of a minute before six griffons landed hard in front of them, blocking their path and forcing them to stop.

"And where exactly do you all think you're going?" one of the griffons said, stepping forwards from the others.

"Nowhere, apparently," Octavia grumbled back. She knew there was no chance of fighting the griffons off, and didn't even try to suggest doing so against opponents that had weapons, and could easily beat them for speed if they tried to run.

"There's a clever pony," the griffon said condescendingly, giving Octavia a nasty grin. "Now you all come quietly, and no one will get hurt. I'm sure Lady Faust will be very interested in finding out you were trying to escape."

Octavia sighed hard, annoyed at having their escape ruined just as they on the cusp of victory. Now they were to be taken to the one pony they had desperately sought to avoid. Octavia could only wish that she felt more surprised as the griffons forced them to start walking towards Twilight's castle.

"Found some little runaways for you my Lady."

Octavia cocked her head a little as Faust ignored the griffon, choosing instead to continue glaring up at towering edifice of the crystalline castle before her as it resolutely refused to open up to her.

"My Lady?"

Faust sighed and turned to face the griffon speaking. "Commander Theron, I thought you were escorting our forces through the north? It appears to me that is not what is happening."

"My griffons, and the Golden Claws, are doing as you asked. I thought I'd come to tell you in person that they are almost to Manehattan."

Faust nodded slowly, "Good, good. Of course, now that you're here in person, perhaps you can explain to me your actions at the peace rally? I don't recall asking you to kill any ponies that so happened to be there."

"You wanted a distraction to pull the fliers away from their defences. I gave you one."

"You killed innocent ponies," Faust said harshly. "I didn't realise I had to make it clear to you that such a thing shouldn't happen."

"I had to make it convincing, my Lady. If they didn't believe us to be a genuine threat to the ponies there, they might not have sent all of their pegasi to stop us."

"Because the three thousand griffons there weren't enough of a distraction. No," Faust said as Theron opened his beak to defend himself further. "I don't wish to hear it. In future I will make my instructions far more concise to you concerning not ending innocent lives for no reason! Return to your forces, and get out of my sight!"

"At once, my Lady," Theron replied, but there was an undeniable edge to his voice suggesting that not all was well in the relationship between Faust and the griffons.

"That griffon is becoming more of a liability than I ever thought possible," Faust muttered as Theron flew away, turning her attention to the nine ponies held captive there. "I know you," she said, her eyes landing on Octavia. "And you," she added, moving onto Summer. She also glanced briefly at Flitter as she trembled and stared at the ground, but showed no interest beyond a roll of her eyes. "You're two of the ponies that helped overthrow the Duke. You're two of the ponies that was there when Twilight Sparkle cut off my horn."

Octavia resolutely stared up at Faust, making the alicorn wait for an answer. She was rather pleased at the frustration visibly building on Faust's face.

"Speak!"

"What would you like me to say?"

"Are you, or are you not two of the ponies that helped overthrow the Duke, and are you not Twilight Sparkle's friends?"

"We are."

"Good." Faust turned and gestured at the castle, "Perhaps then you could tell me why this castle refuses me entry?"

"Because it doesn't want to let you in most likely," Octavia answered slowly.

"This is a construct of the Tree of Harmony," Faust growled. "It should answer to me!"

"Clearly the tree doesn't agree. Twilight likely sealed the castle up upon her departure, and is probably the only pony that can open it. You'll have to wait for her to return."

Faust turned an unpleasant smile onto Octavia, "So you know that she's gone. That means you likely know where. Tell me, now."

Octavia cursed inwardly, but otherwise maintained her disinterested appearance. "I'm afraid I don't actually know where she is now. All I know is that it's not anywhere in Equestria."

Faust squinted at Octavia, then relaxed a little. "You are being honest about that at least. But I get the feeling you know where she's heading. Tell me, or all your companions here shall suffer for your defiance."

Octavia knew she was stuck the moment Faust said that. There was no way she could let these ponies suffer, but she knew that telling Faust wasn't something she should do. All she could hope to do was lie, and hope Faust bought it.

"She was heading north, to the frozen lands beyond the Crystal Emp-"

"You're lying."

"You didn't even let me finish!"

"I don't need to." Faust nodded at Summer, "Break one of her wings."

"Wait!" Octavia shouted before any of the soldiers so much as moved a muscle. "Starswirl the Bearded's secret retreat! That's what they're looking for! I can't tell you where it is because I don't know! Nopony does!"

"Then how does Twilight Sparkle hope to find it?"

"She thinks there's some kind of portal to it, but she doesn't know where. If she can find that, she can find the retreat. That's all I know, I swear!" Octavia flattened her ears and looked away under the intense weight of Faust's gaze, and couldn't help gasping with relief as it was taken off her.

"Very well, I believe you. You must care deeply for the pegasus to betray Twilight Sparkle's trust for her."

"You know what she suffered in Mareitania. She's suffered enough."

"Indeed," Faust muttered darkly. "Soldiers, take the rest of these ponies away. I wish to converse with Octavia and Summer alone."

The three of them waited as the soldiers left with the other ponies, leaving Octavia and Summer alone with Faust. Both of them wondered what she could possibly want with them, and both of them shared a nervous look with each other.

"Do you really think you know what suffering is?" Faust said once they were alone. "I've endured over a dozen lifetimes of suffering, had a child I desired taken from me, and was then forced to bear the diseased offspring of a creature like Sombra. Your understanding of suffering doesn't even compare."

"So Summer's life as a plaything for ponies doesn't even figure in your view of things?" Octavia snorted at Faust, "Some ponies might think their god lacks sympathy to hear such things from you."

"And some would cut your tongue out for your blasphemy," Faust returned. "I'm not saying that Summer hasn't suffered, for which she has my sympathy, but lets say my view of it is... different to yours."

"And yet now you spread suffering around with a shovel, where I should think you would avoid afflicting it on others."

"It is only temporary, and wholly unnecessary. You can thank your beloved princesses for forcing me into the position where I am forced to invade your country."

"You despise Luna, and wish to inflict a worse fate on her than you suffered yourself. I don't even know what you intend for the other princesses. We both know what you want at the end of the day, Faust, so why pretend that what you're doing is righteous? Why pretend that we're wrong to stop you doing that?"

"Because you stand in the way of something better. All of you cling onto your rulers, and your familiar institutions, afraid that the world you know will be torn out from under you. What if I told you I could replace it with something better? A world that is as it should be?"

Octavia could feel the belief Faust had in herself as she spoke. If there was anything worse than a pony with a god complex, it was one with the power to make her vision a reality. "Better than the centuries of peace and prosperity that we enjoyed before you came along? I doubt that. This is all about revenge on Platinum for what she did to you. Nothing more."

"And why can it not be both?"

Octavia didn't have an answer she could give. Not because it couldn't be both, but because she very much doubted that Faust's plans had any real benefit for anypony but herself. Summer didn't seem to have anything she wanted to say either, leaving them both in the position that Faust probably thought they agreed with her.

"I want to show you something," Faust said after a few moments. She bowed her head, magic building up on her horn until it flashed, blinding them for a second. When they could see again, they saw they'd teleported to a cave that glittered with light from a large crystal tree. "Behold the Tree of Harmon- Wait..."

Both of them turned to look at the tree as Faust marched up to it, and continued to watch as she viciously rubbed a hoof over the moon symbol on its crystalline trunk, followed by the sun. Faust was becoming increasingly frustrated as neither symbol moved. She tried to pry the star shaped Element from the middle, but again she was denied.

"Is something wrong?" Octavia asked politely, hiding how pleased she felt about Faust's reaction to what she saw.

"I don't understand..." Faust said quietly. "Why would the Tree do this? This is not how I made it!"

"You made it to support harmony, yes? Perhaps it knows what harmony is better than you do?" Octavia jumped back as Faust spun around and fired her magic, scoring a line in the ground in front of Octavia's hooves. She then turned back to the tree and fired her magic again, but was frustrated as the Elements glowed, forming a rainbow coloured shield around the Tree, protecting it from Faust's fury.

"You dare defy me? I created you! I tell you what you are! ME!"

Octavia shrugged at Summer, twisting a hoof in a circular motion next to her head, indicating that Faust was not only a few apples short of a bushel, but also an apple tree short of filling it. She stopped as Faust started to laugh.

"I suppose every child is allowed their rebellion, just as every child knows they still answer to their parent. You might have stopped me destroying you, but you wouldn't dare make a move to stop me."

"She's talking to a tree," Summer pointed out in a whisper.

"It is a magic tree to be fair." Octavia smiled politely as Faust turned her back on the tree. "So what is it you wished to show us?" she asked Faust.

"What I wanted to show you doesn't matter. What you've seen is more than enough. The Tree of Harmony, the great hope of the ponies of Equestria, can, and will, do nothing to stop me. It knows I'm right."

"Or it's biding its time," said Summer.

"Hah, let it. There's nothing it can do to me."

Octavia couldn't even begin to guess what was going on. Was Faust trying to prove a point by dragging them here? If she was she wasn't making that point very clear. "I don't mean to be rude Faust, but was there a purpose to us coming here? We already know the Tree was here. Twilight showed us once."

"I want you to know that it's hopeless to oppose me, and that you all yourselves a disservice by attempting to do so. I don't know what Twilight Sparkle hopes to find at my beloved's retreat, but I can assure it won't help."

"And why is that?"

"Because why would Starswirl create something capable of destroying the pony he loved? Believe me when I say he wouldn't. The hope you're clinging to is wasted, and you would be far better off accepting the fact that there's nothing that can be done to stop me. Not Twilight Sparkle, not your princesses, and not the Tree."

"All tyrants fall at some point," said Summer.

"Not all tyrants are me."

Octavia couldn't save herself from cracking a smile at Faust's expense. "So you don't actually deny being a tyrant?"

"A tyrant is just a position of rule," Faust said dismissively. "I could declare myself a princess if I so wish, but why waste the effort when all titles shall be irrelevant one day."

Faust had returned them to Ponyville, and left them in the care of her soldiers, having said her piece to them. During that time, nothing had changed. There was no way that the invasion of Ponyville had gone unnoticed, so all they could assume was that nopony was coming to save them.

There were plus sides though. Ponyville wasn't getting destroyed, which was always a bonus, and nopony was dying which was again, also a bonus. All they had to put up with was the fact that Ponyville was being rapidly turned into a prison camp as tall wire fences were quickly erected to contain those ponies that had failed to make it back to their homes in time.

Among those was a small, cream coloured pegasus filly that had gotten separated from her parents at some point. Octavia vaguely recognised her as being called Zipporwhill, but beyond that she knew nothing of the filly, other than there was no conceivable way she was a danger to the soldiers.

Vinyl had taken it upon herself to keep Zipporwhill entertained, leaving Octavia to stare forlornly out at the village, making her amongst the first to notice a trio of ponies of varying sizes being led towards the enclosure, one big and red, another elderly and green, and the third small and yellow.

"Why are they bringing the Apple's here?" Redheart asked, having seen what Octavia had. "Is this something to do with Applejack?"

"I guess so," Octavia replied, spotting Sugar Belle rush towards the entrance as Big Mac approached, grabbing hold of him as soon as he was inside the enclosure. "It's not just the Apple's though," she added, nodding towards where Sweetie Belle was being escorted towards them along with her parents.

"Are those the families of the bearers?"

"They are." Octavia looked over towards Flitter, who was watching the proceedings with wary yet tearful eyes, her posture barely keeping her off the ground. "How much did you tell Faust?" Flitter looked away, and sank even lower.

"Did you learn anything useful from Faust at least?" Redheart asked a few minutes later as Scootaloo was escorted to the enclosure with her two aunts.

"Only that being your own sounding board for over a thousand years is a really terrible idea. Not only is she convinced she's right, but she's supremely confident that she can't fail. The worrying part is that I don't know how true that part is."

"You said Princess Twilight's looking for a way to stop her."

"She is, but that doesn't mean she'll succeed."

"She will," Redheart said confidently. "I have faith in her."

"I'm afraid faith doesn't make her able to find something that doesn't exist. I don't want to say we should start preparing for a life under Faust's rule, but that might be the reality we're facing." Octavia winced at her own words, ashamed that she was preparing herself for Twilight failing. When did her faith in Twilight fall so low? Or did Faust's words actually get to her.

"She didn't let us down in Mareitania, and she won't let us down now."

Octavia wanted to question just how much Redheart had seen of Twilight during the civil war in Mareitania, but her words turned to dust in her mouth. She just didn't have the energy to expend on being so negative right then, especially when Redheart wasn't entirely wrong. Twilight had seen them through that war, and she could see them through this one. Of course that still left them with the big question of where the Equestrian army was, and why they weren't doing anything to stop the Mareitanians.

"I don't know," Octavia sighed. "I think for now we should prepare ourselves for a long stay in captivity."

Fleur pounded through Canterlot Castle, driven by a red hot rage that demanded she punch Luna in her stupid fat mouth. How the hell was Ponyville being occupied, and why the hell was nothing being done about it? Then there was the fact that the majority of Equestria's forces were pulling back to Canterlot with the goal of fortifying it. What had happened in the last twenty four hours to cause this sudden shift in tactics, and why didn't she know about it until just now?

Fleur slammed her hooves against the throne room doors, trying and failing to push them open before the guards could. She then fumed impatiently as the guards ponderously swung the doors open, and galloped up to the thrones where only Celestia was sat.

"Where's Luna?"

"I'm not sure right now," Celestia said patiently. "Is there something I could help you with instead?"

"Only if you know why Ponyville's been occupied by Mareitanians? And why we're just letting it happen?"

"After the attack on the peace rally, Luna felt a drastic shift in our tactics was necessary. Basically, we can't face Faust's army on three different fronts and hope to even slow her down significantly. We needed a new plan that hopefully spared us the catastrophic loss of life and destruction the previous plan would cause."

"So... what? The new plan is to fortify Canterlot?"

"Luna feels that locking Faust in a stalemate here in Canterlot would keep Faust occupied far longer than throwing ourselves at her forces, trying and failing to hold onto territory we couldn't hope to hold." Celestia smiled morosely at Fleur, "I'm afraid I agree with that assessment."

"So we're just leaving everything else to be taken by Faust?"

"That is correct."

"That's insane!"

"I know how it sounds, but we are only here to buy time for Twilight, remember? It's how long we can keep Faust occupied that matters here, not how we do it."

"But- But... what am I supposed to do in a siege? How am I supposed to help you if I can't even see outside of Canterlot?"

"That is for you to decide Fleur. I wish I could give you more to go on, but I'm afraid I have nothing to give. I'm sorry."

Fleur stood still for a moment, trying to work things out. She still wanted to punch Luna in the face, but she could at least understand what Luna was aiming to do. They'd already lost the intelligence war against the Mareitanians, more or less, and had just lost the war for the skies, so it only stood to reason that they lose everything else as well.

"Twilight better get her fat plot moving if she's going to pull us out of this fire," Fleur grumbled.

"Excuse me?"

"Uh..." Fleur grinned apologetically, "Sorry, that was... sorry. I need to go make some preparations." Fleur offered Celestia a quick curtsey, then turned and ran from the throne room to her office. Celia was already there, waiting with a worried expression on her face.

"Fleur! Have you heard?"

"I've heard plenty. Have we managed to make contact with the griffons?"

Celia blinked at the question, having not been expecting one like it, but she recovered quickly. "Not yet, but we're still trying. Without Ambassador Deetra, it's not as easy as it used to be."

"I know, that's why we need a new plan. Go find me Sonny and Derreck, and bring them here. I have a job for the both of them that they're rather well qualified for."

"Of course."

Fleur sat down as Celia left, and pulled open the drawer where she kept the speaker stones she used to stay in contact with Bon Bon and her team. She picked it up and placed it on the desk in front of her, trying to think of what to do.
Fleur suspected there was only two ways this would end now. Either Twilight would return with that magical maguffin they needed to end this, or Equestria would fall. The problem was that Fleur thought Luna was being woefully optimistic if she thought they could hold the Mareitanians off for long. The Bulwark had been built to hold the Mareitanians back for as long as possible, but had barely lasted two days before the Mareitanians had made it through, and that was without the surprise attack on the Crystal Empire. Faust could probably crack Canterlot open in a fortnight at most, and a few days at the least.

There was no proper plan for what to do if Equestria lost, because nopony dared to countenance such a possibility. Fleur didn't know what to do either, but she knew that between Saddle Arabia's problems, and those in the Griffon Empire, the world was less ready than it needed to be. Mustangia was likely to fall with Equestria, meaning the only countries in contact with Equestria, and without any interfering issues were Zebrica and Minos, neither of which was really ideal to put any hopes in. Zebrica had no official military other than what warriors were needed at any time, and the minotaurs of Minos were deeply isolationist.

"This is impossible. I don't even know what I'm trying to do right now."

There was a knock at the door, and Fleur said to enter, sighing wearily as the two griffons, Sonny and Derreck, entered her office.

"You wanted to see us?"

"I do." Fleur searched her desk until she found the piece of paper containing the conversation between Commander Theron and the Golden Claws' leader in Appleloosa. "I need you to get this into the claws of Griffon Intelligence."

"Really? How does doing that help us?"

"It might not, but with Equestria in such dire straits, forging a bit of good will with Griffonia might help considerably in the future. Get this to them, and tell them all we know about Commander Theron, Griffonstone, and what they could possibly be planning."

"Alright, and after we do that?"

"Stay in the Eyrie, if they'll let you, or return to Griffonstone if you can't. I hate to say it, but Luna's new plan has effectively crippled our ability to operate outside of Canterlot, and there's not exactly a lot to learn about this place. You'll be better off staying out of it."

"Oh." Sonny looked over to Derreck, who slowly shrugged back. "As you wish ma'am. We'll be ready when you need us."

Fleur smiled appreciatively at the two griffons, "Glad to hear it. Sonny, Derreck, it's been a pleasure."

"You too ma'am," Derreck said back.

"Good luck." Fleur held her smile until the griffons were gone, then let it drop with a sigh. She swept the stone back into the drawer and groaned as her thoughts went nowhere. "I'm going to have to think about this a little longer."

Author's Notes:

This chapter is probably a little jankey, but that seems to be the best word to describe the workings of my head these days. Whoever said being an adult was easy clearly lived a charmed life.