The balcony outside the throne room of Canterlot castle provided an excellent view of the comings and goings of the city. It was one Luna made use of as the prolonged defence of the city was set up in front of her. The sight of the entire military force of Equestria was an impressive sight, right up until you realised your opponent could field twice the number of ponies, and then some.

"You have a look on your face," Celestia said as she gracefully walked onto the balcony to stand next to Luna. "I'm not sure I care for it. You're second guessing your plan," she stated.

"How could I not?" Luna replied weakly. "We've given up most of our country to spare it from the ravages of a war that would have seen us easily defeated, and now we're here, hoping to survive long enough that Twilight might find what we need to defeat Faust."

Celestia sighed and nodded, "I suspect you feel that we should never have tried to fight back in the first place?"

"No, I would never roll over and submit to any who would seek to conquer Equestria."

"Then what? What is it you're thinking Luna?"

Luna held her stance for a few seconds, then sighed deeply, finally turning to look at her sister. "I honestly don't know. We've never been attacked by an enemy so strong, or while we were so weak. Faust was given the perfect weapon in Mareitania, while we've had to build up our strength from near nothing, only to find our best efforts were never going to be enough."

"Ah, I see, you're miffed because you're losing."

Luna exploded at Celestia. "What?! You really have it in you to joke in such a way when were are facing the destruction of everything we built? Have you lost your mind sister?"

"Not at all, but I know you. You like to win, but you're fighting an army that yours cannot beat, led by a pony you cannot destroy." Celestia smiled at Luna, "I remember the battle of Trottingham fields, where your forces were outnumbered three to one. You snuck out in the night and infiltrated the griffons camp, then challenged their leaders to a duel they were honour bound to accept."

Luna smiled faintly at the memory, "They gave up fighting me one by one after I defeated half of them, then the last two fled."

"You came back covered in blood, half of which was your own."

"I had to abide by the rules of their duels if they were going to agree to it," said Luna. "No magic, no weapons, no armour. Just my hooves against their claws, and I still won."

"And broke their force's capabilities with most of their leadership gone." Celestia lost her smile, then gazed out over the city. "Unfortunately that won't work against Faust."

"No... it won't." Luna shook her head, trying dislodge her doubts over their plans. "How is Cadence?"

"No better I'm afraid. Between her guilt, her desire for the fighting to end, and her budding hatred of the ones who could do what they did, she's rather confused and upset. She also feels like she's failed her ponies after they were left to survive on their own."

"It'd only be worse if ponies had been forced out of the cities elsewhere as well. Hopefully the Mareitanians will leave the running of a city to those more capable of doing so. A major food shortage would be a disaster if the Mareitanians let, or even make it happen."

"We really have lost Equestria, haven't we?" Celestia said sadly.

"It is nothing we haven't faced before with Discord, or Tirek," Luna reminded Celestia. "We overcame those foes, and we shall overcome this one."

"I'm sure Twilight would have something to say if she could hear that." Celestia sucked in a deep breath and released it slowly, "Still, nothing was ever achieved by quitters. Perhaps you should tell me your plans for defending the city?"

"We're fortifying each level of the city," Luna explained. "If we can hold them back at the main gates, all the better, but failing that we're creating fall-back positions, and then fortifying positions into the next level of the city should we lose the level below. We then destroy the bridges between the levels and invite the Mareitanians to do their best to attack with nothing to stand on."

"I see. What about the griffons?"

"All our fliers will be here, as well as the Mage Corps, and us. Hopefully they shan't be too big of a problem, especially if we can convince Cadence to shield the city with the Crystal Heart."

"That didn't stop Faust in the Crystal Empire," Celestia said slowly, like she'd suspected Luna had forgotten.

"No, but it should provide an extra distraction. With the cannons covering the main entrance from up the mountain, we should be able to hold them back quite well."

"You hope."

"I hope, yes. Unfortunately, I suspect this may have been made more difficult by none of our forces returning from Manehattan and Fillydelphia." Luna winced as Celestia gasped at her.

"Why didn't you say anything?"

"Because I'm hoping that they might yet still return. It seems unlikely that none would return from either city, so I'm giving them some time."

"But Pinkie Pie and Rainbow Dash are with those groups! And you're doing nothing to make sure they get back?"

"What could I possibly do? Yes I will send ponies out to ascertain what happened to them, but if they are dead or captured there's very little I can do. Not without risking yet more of our ponies on a rescue mission."

Celestia grimaced at the heartlessness Luna was showing, but didn't say anything because Luna might have had a point. They couldn't risk ponies trying to save ponies because in the end they might end up with no ponies at all. She shook her head and was about to walk away when a trail of smoke in the distance caught her eye as it wound its way up along the train tracks. "Is that them?"

"One can only hope so," said Luna. "I shall organise some of your Royal Guard and greet them at the station. Perhaps then I can learn why they're so late."

"Come on! Come on! Come on!" Rainbow raged as the train rolled to a slow stop in Canterlot station. She kicked the doors open the moment the train stopped, and leapt out with an aim to get Lightning to the hospital as soon as possible. The line of spears pointed at the train soon had her backing off though. "What's going on? Are we in trouble?"

"Not at all Rainbow Dash," Luna said, stepping forward and waving a hoof at the guards to have them lower their weapons. "Merely a precaution due to you being long overdue."

"Oh. That's good, because we have wounded that need seeing to, like, right now."

"Of course. Guards, assist with moving the wounded to the hospital." Luna stepped aside as the Royal Guards rushed to help the wounded get moved off the train. "Rainbow, since I can't see Captains Greywhisker or Spitfire, perhaps you could assist me in explaining your lateness, or why you are returning with the forces from Fillydelphia."

"Right..." Rainbow looked longingly after Lightning as the mare was stretchered off the train, giving Rainbow a weak grin as she passed. "Well, we made it to Manehattan and did what we were supposed to, but the griffons turned up. We fought them off and destroyed our targets, but a lot more of them were heading south to stop our ponies in Fillydelphia."

"By the time we reached Fillydelphia the city was swarming with griffons, and the Exiles had gone, leaving the rest of our soldiers to get captured, although they did blow up their targets too. We then decided to hide and wait until nightfall to try and rescue them. Which, y'know, we did. And then we came back here."

Luna stood still as she took in Rainbow's hastily given description of what had happened. The Exiles had left the ground forces in Fillydelphia to the griffons, which seemed odd to her. "I assume the Exiles were significantly outnumbered by the griffons?"

"I guess so, yeah. Why are you asking me though? Shouldn't they have told you themselves?"

"The Exiles haven't returned to Canterlot, or Cloudsdale," Luna added, gesturing with her eyes up towards the floating city nearby. "I had assumed they were with you."

"We haven't seen anything of them," Rainbow said back. "We thought they must've come back here. So if they aren't here, or in Fillydelphia, where are they?"

Luna held her answer back from Rainbow. She suspected that the Exiles had abandoned the fight, and didn't blame them. They'd just earned their freedom, and had less of a vested interest in defending Equestria than the natives did. Now that Equestria was losing, the Exiles had likely chosen to preserve their freedom and their lives elsewhere.

"I'm sure they'll turn up," Luna said, hiding her disappointment behind a smile. "Where are the rest of the Wonderbolts, and my Night Guard?"

"There wasn't enough room on the train, so they had to fly here," said Rainbow. "They had to take a break though, after being on their wings that long. They'll probably turn up in a couple of hours."

"I see. Well, thank you Rainbow Dash. You may go with your friend now if you wish."

Rainbow gave Luna a quick and sloppy salute, "Yes ma'am, thank you ma'am." She was halfway through spreading her wings and flying off when she heard Pinkie shout for her to wait. She turned back to see her friend squeezing her way through the ponies around to get to her. "Hey Pinkie."

"Hey Rainbow. Uh... thanks for, y'know, saving us."

Rainbow hesitated, confused by Pinkie's rather subdued behaviour. She thought Pinkie would've been ecstatic about being rescued, but the pink pony was acting like she'd just been told her seriously ill pet hamster had died in the night.
"Have I missed something? You don't seem very happy about being rescued."

"No!" Pinkie gestured frantically at Rainbow, suddenly realising that she might have offended her friend. "I am! I am happy! It's just... I'm tired of fighting Rainbow, of seeing good ponies getting hurt and killed. For a moment I kinda thought I was free of all that. I don't want to do this any more Dashie, I'm not a soldier."

Rainbow nodded, the words 'I told you so' ready to leap off her tongue. Too bad they'd be leaping off her tongue at the wrong pony.

"You're not mad are you?"

"What?" Rainbow blurted, the question catching her off guard as it hadn't even occurred to her to be angry. "Of course not! I could've told you that from the beginning. You're happy, and smiley, and... not a killer." Rainbow smiled crookedly at Pinkie, "Not like me, or Twilight."

Pinkie dashed forward and tightly grabbed Rainbow around the neck in a hug. "You aren't killers either Rainbow! You're soldiers! Totally different thing!"

"Is it a totally different thing if you're good at it though?"

"It's very a different thing unless you enjoy it, which I really hope you don't."

Rainbow rapidly shook her head, "Of course not. I hate having to do all that."

"There you go then, like I said, not a killer."

"Thanks Pinkie." Rainbow leaned into the hug for a moment, then pulled out of it. "I need to go Pinkie. Lightning got hurt, and I need to get to the hospital to make sure she's okay."

"Oh!" Pinkie released Rainbow and shooed her off. "Don't waste time standing here then. Go on!"

"You're the best Pinkie. I imagine we'll being seeing quite a bit of each other now we're all here in Canterlot."

"You betcha!" Pinkie sighed, feeling a little betrayed by her own cheerfulness. "Guess it's too bad about why we're here though."

"Yeah." Rainbow stared at nothing for a moment, then shook it off. "Come on guys," she said to her wingmates, and Vapor. "See ya later Pinkie."

"See ya Rainbow." Pinkie waved after the pegasi as they raced off into the sky, then turned back to her teammates. "Sooo... what now?"

"Heck if I know," Limestone grumbled.

Lightning Dust was pale and shivering as she lay on the hospital bed, a clean dressing already over the wound by the time her friends arrived. "What are you all doing here? Shouldn't you be doing something?"

"Luna knows where we are if she needs us," Rainbow said dismissively. "Making sure you're alright is the most important thing to us right now."

Lightning chuckled weakly, "That's nice, but I'm going to be fine. Look, I know we're all shook up after... after we lost Sky, but I'm fine, really. I just lost a bit more blood than I thought is all."

Cloud Chaser rolled her eyes at Lightning, "You say that like it isn't a serious issue. Generally speaking, losing blood equals bad."

"Yeah, I know. I'm just waiting for one of those healing thingies to get freed up, then I'm good to go. I'm sure Spitfire will be wanting you before then though."

"Pfft, let her. We have bigger issues right now-"

"I said I'll be fine!"

"Not you," Rainbow huffed. "The Exiles haven't come back to Canterlot or Cloudsdale. Luna didn't say it, but I'm pretty sure this means they've abandoned us. I hate to say it, but without them the griffons really, really outnumber us."

"You have no proof of that," Thunderlane said to Rainbow. "They could've got caught up by some griffons or something, and had to fly away to escape them."

"For the last ten hours?"

"Uh..." Thunderlane looked up and bobbed his head side to side as he thought, "Okay, that does make what I said less plausible. But do you really think they'd abandon us?"

"Sure," said Lightning. "If I was in their position, I'd want to get away from the Mareitanians too."

"I guess," Thunderlane drawled. "What does this mean for us though? Other than we're now totally fucked in a fight against the griffons that is."

"I have no idea," Rainbow sighed. "Maybe we should just wish them luck, and hope they get away."

"Maybe we should do the same?" Cloud said quietly, only to cringe as they all looked at her. "I'm not being serious! It's just... we're kinda screwed now. It feels like we're fighting just for the sake of it when we already know that we're going to lose."

"We just need to hold on to Canterlot until Twilight gets back with something that can beat Faust," said Rainbow. "Once that happens, everything'll be fine."

"You keep saying that, but Princess Twilight isn't back, and everything isn't fine! I hate to be the one to say this, but maybe she won't come back at all, and even if she does, who says she'll be able to beat Faust? We're pinning all our hopes, and our survival, on a pretty slim hope here Rainbow. Maybe the Exiles have the right idea, getting out while they can."

Rainbow stared at Cloud, but the mare wouldn't meet her eyes, or the eyes of any of them. Vapor stayed quiet, and Thunderlane just sighed as Lightning watched from the side. None of them were arguing against her. "Are you seriously telling me you think she's right?"

"I don't," said Lightning. "Sure things look bad, but we need to stick together if we're going to make it through this."

"Wonderbolts never give up," Vapor said in agreement.

"No, they just die instead," Cloud said bitterly. She immediately realised what she'd said, and held her hooves to her mouth as she looked wide-eyed at Vapor. "I didn't mean it like that! I didn't!"

Maybe you should just go," Rainbow said to Cloud.

"But-"

"Go." Cloud looked like she was about to refuse, but eventually hung her head and wandered out. Rainbow looked at Thunderlane and gestured with her head in the direction Cloud had gone. "Go talk to her, yeah?"

"Sure."

Rainbow smiled after the stallion, then sagged into the seat next to Lightning. "Well this is just great."

"She'll come around," Lightning said encouragingly.

"I hope so. If she goes, Thunderlane will probably go with her, and then we'll be in trouble." Rainbow rested her head on a hoof, then sighed as she heard a sniffle. "You okay Vapor?"

"I-" Vapor squeaked before her voice broke. Rainbow sighed again, as there was no better way in existence that summed up exactly how she felt.

"As if we didn't have enough troubles before!" Luna groaned as she paced around the war room, Celestia sat nearby, along with Fleur, General Stormguard, and a few others. "Without the Exiles, our air forces will be utterly overwhelmed by the griffons."

"Perhaps if you took to the air to assist them Luna?" Celestia said. "You're presence would do much to help against the griffons."

"We shall have to do something to level the field, if only a little. Gah!" Luna stopped and turned one hundred and eighty degrees, then continued pacing. "What is our enemy up to now Fleur?"

"They've moved into Manhattan, while the griffons occupy Fillydelphia and Baltimare. They seem to be leaving Hollow Shades alone for now though, although the fact that there's nothing useful there might be the reason for that. Ponyville seems to be becoming a prisoner of war camp, except with no military prisoners, and yeah, that's all I have right now."

"So they're making no moves towards Canterlot?"

"None that we can see at the moment."

"Good! Good. Any news from Shining Armour concerning our supply situation?"

General Stormguard nodded slowly, "Yes, but it's not entirely good news. At the moment he's managed to secure two months of food, but only if we ration it. Due to the loss of land in the war, and time of year, we can't take more than what is needed by ponies to survive the winter. He hopes to find enough to cover three months, but past that we have nothing."

"If we manage to last that long it'll be a miracle," Luna muttered. Louder she said, "Very well. We shall have to make do with what we can get, even if times do get hard for us. Hopefully we can have this resolved before then."

"I do wish Twilight hadn't lost her speaker stone," Celestia said. "It would be easier to plan this if we had a timescale from her."

"Alternatively, we could also find out that she could take months longer than we thought," Fleur interjected. "This strategy would be pointless in that case."

"That seems unlikely," Luna argued. "She should be well into the Circen desert by now, and should soon have the final pieces she needs to forge a portal to Starswirl's retreat."

"Even then, it would still take time to find what we need," said Celestia. "Our failure to defend Equestria has only compounded the issue."

Luna ceased her pacing as she bridled at Celestia's words. "Beg pardon if our best efforts don't live up to your standards dear sister. I'm sure our fallen would appreciate knowing their Princess considers what they died for a 'failure,' especially considering that you've spent the entire war hiding here in the safety of Canterlot."

Celestia patiently held her gaze against Luna's, "Apologies. What would you call it?"

"Anything that doesn't involve the word failure." Luna huffed at Celestia, then resumed pacing. "You are right though. The attack on the Crystal Empire shattered a plan that was already failing after two days. We were supposed to hold them for weeks at the Bulwark, not mere days."

"If we hadn't assumed they were finding new mining locations we could have avoided that," said Fleur.

"Perhaps. The way between the Crystal Empire and Mareitania wasn't considered when it should have been, although perhaps a suggestion from some of my Night Guard from Caverndown might have been helpful in reminding us of it."

"Who would have thought that keeping the Duke on his throne was holding all this back?" Fleur sighed. "It's almost too stupid to be true."

"Almost as stupid as the thing Platinum did to build Equestria is also the thing that's tearing it down," Celestia agreed.
There was a short knock at the door, and with a prompt from Luna it was opened to let in both Captains Spitfire and Greywhisker.

"Sorry we're late," Spitfire said, saluting her superiors, while Greywhisker bowed to Luna. "We suspected that the Exiles had abandoned the war, and decided to investigate."

"Find anything useful?" asked Luna.

"They've gone south, beyond the Badlands as far as we can tell. I thought there was little more than desert out there, so Celestia knows where they intend to go."

"No I don't," Celestia muttered.

"At any rate, they've gone," Spitfire concluded.

"As suspected," said Luna. "Thank you for your efforts Captain, you may go rest if you wish."

"There's more. While we were flying close to the Badlands, we saw a large concentration of changelings. They appeared to be constructing defences."

"Oh?" Luna raised her eyebrows, genuinely surprised. "Queen Chrysalis has never done such a thing before. Does she feel threatened by Faust perhaps?"

"Defences aren't her usual method," Celestia said, sounding concerned. "I would consider her more likely to hide than fight."

"Is Faust even aware of the changelings?" Fleur enquired. "I was under the impression her imprisonment predated them."

"Twilight's letter did say that Faust worried the changelings, but to the degree that it would cause such a radical change in their behaviour?" Celestia shook her head, "What kind of defences were they building Captain?"

"They'd filled in the canyon entrance to the Badlands, and were constructing a staggered defence quite a long way back. We couldn't investigate much further because something was making it hard to fly there."

Celestia tapped a hoof to her chin, "Intriguing."

"If you're about to suggest an alliance between us and the changelings," Luna said quickly, "I suggest you keep it to yourself. Chrysalis would probably do as much damage as Faust would. Assuming her changelings could even turn the tide, it still wouldn't be worth it."

"I doubt Chrysalis would be doing what she was if she didn't know we were losing." Celestia shrugged, "I have no real desire to ally with the changelings, just as she likely has no wish to ally with us. As you said Luna, they'd be more trouble than it's worth, and the price for Chrysalis' allegiance far too high."

"Speaking of allies," said Luna. "Have we heard anything off King Garland of Mustangia? It seems like we have not heard off our erstwhile allies for some time, despite their forces aiding us here."

Celestia pulled a face, "I imagine that he knows Mustangia will share the same fate as Equestria if we lose. I also imagine it possible that Mustangia would surrender before Faust would have a chance to invade."

"So he voices his regret in allying with us by being silent." Luna laughed bitterly, "I'm sure there are better things he could be doing."

"The fate of Mustangia isn't something we can worry about since their fate is somewhat tied to ours." Celestia stood and lowered her head in a small bow to the others in the room. "Since we have no strategy to discuss right now I will excuse myself. I have something important I wish to discuss with somebody."

The rest of the room save Luna, bowed in return as Celestia left. It was a minute after she left that something occurred to Fleur. "What did she mean by somebody?"

"I'm not sure this is the best idea," Cadence worried as she followed after Celestia. "He's always been rather touchy on the subject of his mother."

"And that's unfortunate, but there are things I wish to know that he could give me the answers to."

Cadence slowed as they came up to a rather nondescript doorway in a seldom used part of the castle. "Just try to be gentle then, please?"

"Of course I'll be gentle Cadence. Good grief, I only wish to ask him some questions, not interrogate him."

"Right, sorry, I'm just- Sorry."

Celestia turned to her niece and gave the pink alicorn a smile, shifting it to the smaller alicorn on her back. "You don't need to apologise, just as you don't need to worry about what I'm going to do. You can return to your room once I've found him if you wish."

Cadence shook her head, "No, I need to start being part of things, instead of taking a back seat while others do everything for me. I'll stay." Cadence pushed her magic into the lock of the door and twisted it, unlocking and opening the door into a living room that was in far better condition than the hallway outside it would suggest. A opening in one side led into a small kitchenette, through which a blue pony trotted.

"Ah! Your Highnessesses!" Honeydew exclaimed at seeing who had entered. "I wasn't expecting you, or anypony really. Is there something you need?"

"Don't worry Honeydew, we're here to see our other guest," Celestia said gently. "Could you come out please Thorax?"

There was a flash, and a small potted plant was wreathed in green flame for a second before transforming into the black, chitinous form of a changeling, with the slight distinction that his wings were glittery compared to a normal changelings'.

"Hi," the changeling said nervously, in the kind of voice you expected from a pony, rather than a shapeshifting bug thing.

"Hello Thorax," Celestia said pleasantly. "I trust everything is going fine between you and Honeydew?"

"Marvellously!" Honeydew gushed excitedly. "I don't know why anypony could be afraid of these delightful creatures when they have such utility!"

Celestia leaned back a little, her mind going places at the word 'utility.' "Uh..."

Honeydew cleared her throat, going red with embarrassment. "Sorry, that was your question Thorax."

Thorax smiled at Honeydew, then turned it on Celestia. "Things are fine. It's nice to have company again."

"Good, I'm glad." Celestia cleared her throat awkwardly as Flurry flew up and dived into Thorax's legs, hugging the changeling as he hugged her back. "I know this isn't your favourite subject, but I need to talk to you about your mother."

"Oh. Okay. Is she doing something wrong?"

"Not as far as we can tell. I was wondering if there were any plans put in place if the Badlands were ever invaded?"

"Not really."

"Oh? Not at all?"

Thorax shook his head and shrugged, "Who'd want to attack there?"

"A fair point, but there must be some way of defending the hive, surely?"

"There is the no magic zone. Anything using magic to attack us is going to have a hard time when Chrysalis' throne takes that magic away. Then there's the hive, which changes almost constantly. Only a changeling can navigate it."

"Chrysalis' throne can negate magic?" Celestia asked before the conversation moved on past the point. "All magic?"

"I think so? Ponies can't fly or use magic in a pretty big area around the hive."

"I was aware of the no magic zone, but I hadn't realised its source was a creation of Chrysalis'. Does it negate all kinds of magic?"

"Maybe? I don't know. Pony magic certainly, and maybe others, but I've never seen anyone there to find out. I know it doesn't stop changeling magic though."

"Hmm, interesting. So that's the only defences it has?"

"Yes. Well, that and Chrysalis' tatzlwurms."

Cadence gawped at Thorax, "Those are hers?"

"They are. Why? Have you seen one?"

"Twilight and I did have a bit of a run in with one once. Honestly, it was rather scary."

"They're dangerous too. They can eat a pony in one bite. Anything trying to attack the hive is going to have to be either good, or lucky to get past the tatzlwurms without being able to fly."

"And yet Chrysalis is concerned enough to build defences," Celestia said to herself. "You might think she knows something we don't."

"The Queen's building defences?" Thorax cocked his head at Celestia. "Really? Why would she do that? Is this to do with those Mareitanians?"

Celestia nodded, but she knew it was more to do with Faust than the Mareitanians. Thorax had made it pretty clear that any invading army would have a pretty terrible time of it, so that negated the need for defences, and yet they were being built to stop ponies on hoof, which Faust wasn't, unless Chrysalis' throne could negate her magic too. Chrysalis really wanted to keep the Mareitanians out, or did she? What if she was stopping the refugees from going south instead?

Celestia suddenly really hoped the Exiles had the sense to realise they couldn't fly through the Badlands, and didn't get captured. At the very least Thorax had satisfied her suspicions about Chrysalis' actions for now. "Thank you for your time Thorax."

"Oh, uh, you're welcome."

The three alicorns quickly made their farewells and left, stopping outside the door once it was relocked. Cadence was the first to speak.

"You're plotting something aren't you. You want to talk to Chrysalis."

"I know this isn't what we need or want, but right now, fighting a common enemy could be thing we need to finally end this conflict we have with the changelings. This could be our chance to truly make peace with them."

Cadence sighed at the suggestion. "As much as I don't want to agree with her, Luna is probably right that this is far more trouble than it's worth. Don't do this Celestia."

Celestia held her stance for a while, but eventually relented. "Very well. Heavens knows it's probably far too little, far too late at this point, but if both you and Luna feel so strongly about it, I'll let it go."

"Thank you Celestia. The last thing we need are more problems piled onto the ones we have already. I'm already dreading how this will go without Chrysalis' trickery to contend with."

"Does that mean you don't think that holding Canterlot for a while will work?"

"Celestia, she tore through my shield, which was empowered by the Crystal Heart, like it was paper. Right now the Heart is only operating at a fraction of its power. How long do you really think that'll last against her?"

Fleur sagged behind her desk and pushed her mane back, holding it there until she'd had a decent chance to sigh explosively. Once she had she laid her head on the desk and kept it there until she was disturbed by the presence of Celia and caffeine.

"Thanks."

"You're welcome. I figured your meeting wouldn't go well."

"And what could possibly make you think that?"

"I've reviewed Luna's new strategy, for fun mostly, and while I don't have any tactical objections to it, Canterlot just isn't a fortress, and sticking some defensive positions up doesn't make it one. It is a city, with ponies uninvolved in the war living here. She should have found somewhere else to use as her last stand."

Fleur pulled herself back upright and drank deeply from her coffee. "The problem there is that Canterlot is a symbol. We lose Canterlot, we pretty much lose the war, and Faust knows that. She'd probably go for Canterlot before going after Luna. Besides, there's nowhere else in Equestria with anywhere near the defensibility of Canterlot."

"No, I suppose not."

"In lieu of that, I don't suppose you have any good news do you? Got anything out of Snowbright yet?"

Celia shook her head, the pout on her lips showing her frustration. "Nothing. Either he's really good at this, or he really doesn't know anything. I'm not sure I want to believe that though."

"I wouldn't," said Fleur. "I refuse to believe he's done all of this just for the challenge of defeating us. Mind control or not, he must have some greater stake in all this, and must be at least a little aware of Faust's intentions."

"Actually, I have a different theory."

Fleur spread her hooves and gestured at Celia, "I'm all ears."

"Don't you find it odd that as soon as Snowbright gets captured, the war takes a turn for the worse? Without Snowbright, Faust suddenly realises that she significantly outnumbers us to the point that she can overwhelm us on three different fronts? Why wasn't it like that before? Why didn't Snowbright do the exact same thing?"

"So... what? Are you suggesting that Snowbright was stopping the Mareitanians from overrunning us in a matter of days?"

Celia shrugged, "I know it sounds stupid, but it doesn't sound like something that would happen unless it was being done on purpose. The Mareitanians have the numbers, so why wasn't he using them?"

"I'm sure he had his reasons. So far Celia you've only given me an observation and some speculation. Where's the theory part of this?"

"What if he was intentionally trying to sabotage Faust's war by holding his forces back?"

Fleur snorted with mirth, "I had a feeling you'd say that. Unfortunately, the only pony that knows is Snowbright, and he doesn't seem to want to be saying anything. Chances are he'd only say he wanted to make it a fair fight, which would make his victory sweeter for him."

"Even though he would still outnumber us to the point he could beat us through attrition?"

Fleur nodded, "Yup. I hate to say it Celia, but I don't find your theory very convincing. The only reason I could see him doing that was if he was buying time for something as well, but he seems far too firmly under Faust's hoof to want to undermine her."

"I suppose. Maybe you should go talk to him again. Seeing you might make him talkative."

Fleur was about to say she didn't want to, even though she had no reason not to beyond a wonderful desire to buck him squarely between his back legs. "Alright then." Fleur stood sharply, "Let's go do that."

The atmosphere in the castle wasn't pleasant as Fleur trotted through it, coffee cup held firmly at the ready. News was spreading quickly about all that had happened, and a fog of nervousness had fallen over everything. The war was coming to Canterlot, and everypony knew it.

It was almost a relief to get to the dungeons after that, and Fleur felt the urge to sigh happily as she and Celia trotted through the grey stone passages. They headed straight towards Snowbright's cell, but Fleur was waylaid as a purple face pressed against the bars in the door of her cell and spoke to her.

"Hey, can I talk to you? Please?"

Fleur rolled her eyes, and gestured for Celia to continue while Fleur went to go see what this pony wanted.

"Can I help you Miss Glimmer?"

Starlight Glimmer looked up at Fleur through what had once been a straight cut fringe, but was now rather overgrown after her time imprisoned down here. "You're torturing him, aren't you?"

Fleur rolled her eyes and turned to leave, "Nice talking to you Miss Glimmer."

"Wait! That's not what I wanted to talk about. I've heard rumours that you're losing the war, and that Canterlot will be under attack soon."

Fleur waited a moment, then raised an eyebrow at Starlight. "And?"

"And? And you can't keep me here while Canterlot's being invaded!"

"Why not?"

"Wh- What do you mean why not? I don't want to end up in the hooves of the Mareitanians any more than you do! If you let me go, I'll help you get the information you want out of that Snowbright character. What do you say?"

Fleur looked up at the ceiling and laughed tiredly, "Wow."

"Why are you laughing?"

"Starlight Glimmer, while you might think we've forgotten about you down here while the war's been going on, let me assure you we haven't. You're a dangerous criminal responsible for the brainwashing of an entire town of ponies, the theft of their cutie marks, attempted murder, and attempted regicide, which is funny when you think about it because the princesses are immortal. Anyway, when they put you down here, it was for a good reason."

"I was helping those ponies!"

"So you say, but you're offering to help with somepony that can't be helped."

"But I can help you with him! I know how brainwashing works, and-" Starlight winced at her own words, "-and that sounded better in my head. My point is that I can help you with him."

"Or you could kill us all and escape, thinking we'll be too busy with the war to come after you."

"I wouldn't do that!" Starlight insisted, her voice as desperate as her expression.

Fleur could actually feel the honesty in Starlight's words, but that didn't seem like a good enough reason to give in to what she wanted. "I'm sorry Starlight, but only the princesses could pardon you now, and I doubt they'll be doing that no matter what you offer. Besides, if things go to plan, the Mareitanians will never come near you."

"Please! I'm begging you!"

"I'm sorry Starlight." Fleur walked away, ignoring the quiet sobs and pleas coming from Starlight, and wondering why she'd finally said this to her today, when before she'd only ever been silent.

Celia gave Fleur a small smile as she entered Snowbright's cell, the stallion in question stood reared up with his hooves pressed against the wall as he shivered and sweated. An older stallion stood behind him, a lazy grin on his grey face as he used his magic to correct Snowbright's stance.

"Isn't that your dad?"

"It is," Celia confirmed with a faint blush. "I needed to contract outside of Equis to do this since our numbers are low, and my dad was an agent of Smile too. He's the one that taught me to do this."

The stallion bowed to Fleur, "Pleasure to meet you Director. I especially enjoy the way you managed to move from centre spreads in magazines to being the head of Equestrian Intelligence. Not many could pull that off without serious bribery."

"Best part is I didn't even want the job," Fleur muttered back. "So, do you have a lot of practice at this?"

"Enough. I used to train ponies in Smile how to both perform, and resist, this kind of activity. I could have them singing sweet Celestia over the rooftops in less than a day, so you can imagine how impressed I am with young Snowbright here."

"The ponies I knew would have gouged my eyes out by now to try and get me to talk," Snowbright said, still facing the wall.

"He does say the loveliest motivational speeches."

"Uh-huh." Fleur traced her eyes over the muscles in Snowbright's back, taking in every little detail. It was quite a pleasant view. "So, Snowbright, since Faust's not here to stop you, fancy telling us why you only ever attacked us with smaller groups? Or why it took so long to get around to attacking us at all? You could've beaten us easily in the time it took us to build an army."

"Up yours Fleur."

"Not today darling. Now, I asked you a question."

Snowbright giggled disconcertingly, "You can ask Faust herself when she gets here. I know she's coming. How could she not be? You can't stop her."

"I'm pretty sure you're going to need sleep before then Snowbright." Fleur leaned in close to whisper in Snowbright's ear, "How about you just tell me before I go Mareitanian on your testicles?"

"It's a test! Everything's a test eventually."

"Go on..."

"I know you know that I know you know about Faust wanting to conquer the world. It's not going to be easy though. Ponies need to be made ready for war, both physically and mentally. Equestria wasn't ready on either of those things. Now you are."

"So you're saying that this has all been to prepare our ponies for war?"

"The right mindset is important. You were too peaceful before, and had to be introduced to conflict, otherwise Faust's greater war would break you all."

Fleur closed her eyes and nodded slowly, "Snowbright, stop making shit up. If you're going to lie to me, at least try to be convincing."

"Aww, I thought I was doing well too."

"What if I told you Mareitania is dying?"

Snowbright tried to turn to look at Fleur, but Celia's father quickly forced him to keep staring at the wall using his magic. "I'd say you're lying."

"Faust hasn't been back there for the better part of a month, and hasn't performed her weather duties in as long. Your benevolent leader is letting Mareitania rot under constant cloud cover worse than the Duke ever made. She doesn't care about you or Mareitania at all."

"Shut up."

"Eventually your ponies will starve, and Mareitania will fall again through simple negligence from a pony you all fawn over as a god. Doesn't sound like a god worth following to me."

"I said shut up!"

"Why do you insist on protecting Faust when she doesn't care about you at all? Just tell me what I want to know, and you can finally rest, which is more than Faust would offer you."

"I don't know! None of us do!"

"Not good enough!"

"She wants Celestia! She wants Equestria intact, and she wants Celestia!"

Fleur raised an eyebrow at that, "Why?"

"I don't know. What happened to the rest of the alicorns was irrelevant so long as she got Celestia. There were plans to imprison them, especially Luna, but Faust wants Celestia and Equestria more. If she got those two things the rest could wait."

"You're aware that Celestia is her daughter?"

"Yes!"

"Then why does she want Celestia?"

"I don't know! I really don't know! I was cautious with invading Equestria because I had specific instructions that as few ponies be killed as possible, even if it cost our ponies more. Equestria had to be kept mostly intact! And it was all to do with Celestia!"

"And not just for her further conquests?" Fleur stepped back as Snowbright sagged to the ground, and stopped Celia's father as the unicorn moved to force Snowbright back into his position. "This really isn't just about using Equestria, is it? There's more to this, and it relates to Celestia."

"That's what I just said!" Snowbright cried, his composure crumbling.

"Answer me this then. Does Faust want Celestia, or does she want her daughter?"

"Aren't those the same thing?"

"Depends on how you look at it. Does she want Princess Celestia, the centuries long ruler of Equestria? Or her daughter, lovingly conceived and cruelly stolen from her? One is a goal of conquest, the other a mother seeking her lost child. Which is it?"

"How could I possibly know that? It was bad enough that her personal agenda was interfering with the rest of our plans, but she never said why it was beyond wanting Equestria intact, Luna imprisoned forever, and Celestia in her possession."

"And yet you obeyed her wishes anyway."

"Of course." Snowbright squinted up at Fleur, "Why wouldn't I?"

"Right, forget I said that. Instead, tell me what you know of Faust's plans beyond Equestria."

"I've already told you that. She wants to unite the world under her rule and create perfect harmony. Seeing as how you Equestrians are into that, I have no idea why you're all fighting against it so hard."

"Because we think you're wrong about what Faust wants, but I suppose that's not your fault but hers."

"Or yours."

Fleur rolled her eyes at the comment, "Don't test me Snowbright. Seeing as how she has specifically mentioned something to both Twilight and Celestia called 'the plan,' and you know nothing about it, it really makes me think she's not telling you everything."

"You want me to keep working on him?" Celia's father asked.

"No thank you," Fleur said after a few moment's consideration. "He doesn't know anything we don't any more. Let him rest, and thank you for your services Mister..?"

"Tone Turn."

"Right, thank you Mr Tone Turn. We'll let you know if we need you again." Fleur smiled at the stallion as he left, then exited the cell with Celia as Snowbright crawled into his bed. She stopped outside and looked left, where she could see the sad eyes of Starlight watching her.

"Do you think he was telling the truth?" Celia asked.

"Yes, I do actually. Celestia couldn't bring Faust around to her way of thinking, so it wouldn't surprise me if Faust tried to bring Celestia around to hers."

"And if she succeeds?"

Fleur considered the possibilities, and didn't like them. Faust was dangerous enough on her own, but with Celestia on her side, and no Luna, Twilight, or even Cadence to oppose her, she'd be unstoppable. "Let's hope it never comes to that."

Author's Notes:

One of the things that came up in the movie was a cleaner, more definite layout for Canterlot, which was nice apart from it was rather different from the Canterlot depicted in the show. For the interest of this story, I'm using the three layers of the movie version, but with the built up stylings of the show version in a blend of the two.

Just thought I'd let you know, although it won't be relevant just yet.