"You need to face it! Your plan has failed!"

Luna nodded as Cadence glared balefully at her. She didn't argue the point because she had nothing to argue with. Cadence couldn't have been more right if she tried.

"And you," Cadence move her gaze onto Celestia, "you finally decide to fight, and you only make things worse!"

Celestia sighed, not meeting Cadence's eyes, "I know."

"And yet I still get the feeling the fighting will go on when we should be sparing lives and surrendering."

"Faust has us cornered," said Luna. "She has no reason to accept our surrender, even if it were unconditional."

"Then offer her a totally unconditional surrender. It's not hard! We probably have until sunrise until she attacks again, so we even have time to work out a few simple requests that she might grant us. She has no reason to fight if we won't."

"Faust isn't going to grant us anything," Luna growled. "All she wants to give us is an eternity of suffering."

"And the cost of avoiding a few extra days of that is every soldier under your command? Do their lives mean that little to you?"

"Of course they do!"

"Then work with me here! Maybe if we can get Faust around the negotiating table we can work something out with her? Maybe offer her a trade if it stops her doing what you're so afraid she's going to do to you?"

"Except we have nothing to negotiate with, and nothing to trade! Faust wants Equestria, Celestia, and myself, and she is on the verge of getting those three things anyway! Why would she negotiate herself out of getting what she wants now?"

Cadence hesitated for the first time, seeing Luna's point. "Maybe we can trade that General Snowbright then?"

"When she can get him back anyway? Besides, he was pretty much holding the invasion back, so I see no reason why she'd want him over any of us."

Cadence sighed and made a face, "So we have nothing then, and no choice but to fight and lose, or surrender and spare lives."

"Cadence is right," Celestia said softly. "We have nothing to gain now by fighting on."

Luna nodded slowly, looking around the throne room with the distinct feeling this would be the last time she'd see it, and the ponies in it, for quite some time. "What if she doesn't accept our surrender?" Nopony answered.

"Might I give a third option," one of the room's other occupants said.

"Your ideas are always welcome Fleur," Luna said to the white unicorn.

Fleur smiled tightly as she took a few steps forwards. "Perhaps you should flee? Get out of Canterlot, and indeed Equestria, and go where Faust cannot find you. Maybe you could even find Twilight and help her with finding a way to stop Faust. I, or General Armour, can handle the surrender if you wish?"

"I am not leaving my Shining here!" Cadence half shrieked. "Where he goes, I go."

"Cadence no," Shining said to Cadence's words. "You need to protect Flurry. I'm all for this plan if I know you and Flurry are safely away from here."

"No! I won't leave here without you, and that's final!"

"Then Shining goes with you, and I'll handle the surrender," said Fleur. "Then Faust can run herself ragged looking for you, meaning she'll be too distracted to do much else."

"Or she holds you all hostage until we give ourselves up," Luna said to Fleur. "We have no idea what she'll do to make us give ourselves up either. If anything, that could end up worse than fighting on here today." Luna smiled at Fleur, "Tis a fine idea, but we cannot account for what Faust might do."

"So surrender is still our best option," said Cadence. "Haven't you got anything more to say about this Celestia?"

"I've already said that I agree with you Cadence. I have little more to say on the matter, save that I don't think that Faust will accept our surrender."

"Why not?"

"Because she wants to defeat us, to see us beaten. To see Platinum's work undone. Us surrendering denies her that."

"That's ridiculous."

Celestia shrugged, "This reasons behind entire war have always been ridiculous, but I truly believe that Faust will refuse our surrender, or will give us a condition that we cannot hope to meet, forcing us to continue fighting."

"So you're saying that if we were to all lay down our arms, she'd slaughter each and every one of us?"

"Uh... no, I suppose not." Celestia rubbed the side of her head, "Forgive me, I'm not thinking straight. However, if we were to try and discuss it with her, I do feel as though I would be right."

Luna sighed a laugh, and picked up her helmet, holding in her hooves as she inspected it. "So we're in agreement that the least terrible idea we have is to surrender. Marvellous. Fleur?"

"Yes Luna?"

"Equis is disbanded. Go to the filly and enjoy what time you have with her, as I imagine you'll be detained by the Mareitanians as soon as they take the city. Shining, spend time with Flurry and Cadence, as I imagine your situation will be similar. Then we shall wait until the Mareitanians are ready to attack again, only to surrender and face our fates."

"You can't be serious," Fleur said flatly. "You're just cutting me out of all of this?"

"I shall not tell you to leave, but I do recommend that you spend time with the filly. If you wish for something else to do, contact our team in Mareitania to tell them the news, and to give them my apologies."

"But-"

"Thank you for everything Fleur, but you are dismissed."

Fleur grit her teeth, ready to rebuke Luna, but she could see there was no point. "Yes ma'am," she said, saluting. "I'd say give them hell, but that's the complete opposite of what we're doing. Farewell princesses, it's been an honour."

Luna returned the salute as Fleur left. "Likewise," she said quietly. "Shining, inform our forces of our plan, and let them spend some time together before we surrender, then spend what time you can with your wife and child."

"Of course Luna. Thank you."

Luna waited until the others had all gone, and it was just herself and her sister. "So it has come to this sister. Instead of losing slowly to buy time, we've actually lost, for nothing."

"There is still a chance Twilight will come through in the future. While she is still free, there is hope."

"Perhaps. I imagine it would be foolish of me to doubt Twilight." Luna looked towards the rear of the throne room, towards the balcony beyond. "Would you like to watch the sun rise? It may the last chance we have to do so together for quite some time."

Celestia smiled sadly at her sister as she rose to her hooves, "I'd be delighted to, sister."

"This is fucking bullshit!" Rainbow swore as the orders were passed down in their direction. "We're really just going to give up?"

"What is there left to fight for?" Lightning said back. "A mile square worth of Canterlot? Really doesn't seem worth it."

Rainbow bared her teeth, then turned to the balcony where she could see Celestia and Luna sat side by side, leaning on each other. Rainbow wanted to fly up there and kick them, and it took quite a bit of willpower not to. "There has to be something we can do! I'm not giving up!"

"What could we possibly do, Rainbow?" Lightning counted around the Wonderbolts with her hooves, "There's like eleven of us left, and three of those are injured. What are eight ponies going to do to stop the Mareitanians?"

"I don't know, but something! Something like... blowing up their explosives stockpile? No, that's probably inside somewhere. Maybe we could go after Faust?"

"That's suicidal," Lightning deadpanned. "Why does giving up bother you so much? I thought you didn't even know why we were still fighting the other day?"

"That was different!"

"How? How is that possibly different?"

"Because it was!" Rainbow sat and folded her legs over her chest, then let them slide down to the ground with a sigh as she hung her head. "Everypony's given up and lost hope, and that bothers me. What if this is just more of Faust's mind magic to try and get us to give up?"

Lightning laughed at Rainbow's idea, "It's hardly necessary when giving up is probably the best idea we could have right now. Besides, those implant thingies would stop that from happening. Vapor, tell Rainbow she's being crazy."

"Me? Why should I have to tell her? I don't want to surrender."

"Then the only option you have is to disobey orders, and try to find some way to stop us from surrendering." Lightning laid back and crossed her legs behind her head, "Good luck with that working out for you."

"So you're not going to help?"

"Are you even serious? How could you even possibly think that this is a good idea? Seriously Rainbow, stop being an idiot, please? Some of us want to live past today since we now have that option."

Rainbow sighed explosively. She knew she couldn't talk ponies into helping her, and had no idea of what to do anyway. Perhaps she should just accept this, and get used to life under Faust's rule. Or not, as every instinct she had was screaming at her to do something. Perhaps she needed the perspective of a pony fine with the fighting ending. "I'm going to go find Pinkie," she said, taking off rapidly.

She found Pinkie nearby, sitting with her team at the edge of the castle grounds. All of them were sat with their uniforms around their waist, watching the horizon as daylight crept closer. Pinkie was also holding hooves with Azure, and Rainbow still found that weird.

"Hey guys."

"Hmm? Rainbow!" Pinkie leapt up and grabbed Rainbow in a hug, "Have you heard the good news? The fighting's going to end soon!"

"I'm not sure I'd call it good news," Rainbow said slowly. "You know Faust's going to want to capture us because of the Elements of Harmony thingummy. I don't know about you, but prison doesn't exactly sound good to me."

Pinkie released Rainbow, but kept her hooves on the pegasus' shoulders. "But the war will be over, and we won't be a threat to Faust. Maybe she'll release the others!"

"I doubt it Pinkie. With Twilight still out there, we could still be a threat to... her..." Rainbow grinned suddenly, "That's it! We need to find Twilight! That way we can still try and stop Faust!"

"Uh..."

"Why didn't I think of it sooner?"

"Rainbow..."

"Come on Pinkie, we need to get out of the city while we still can! I'll get Lightning and Vapor, and you get your sisters and that ready, and then we can-"

"Rainbow!"

Rainbow blinked as Pinkie shouted her name in her face, "Uh, what?"

Pinkie smiled sympathetically, "I'm not going anywhere. I want to stay here and surrender, and try to get my life back. I'm done fighting, Rainbow. I'm done seeing ponies die, and I'm done trying for no reason because that Faust is too tough to beat." Pinkie shrugged, "I'm done."

"But-"

"But nothing Rainbow. I'm not going to stop you if you want to go find Twilight, and if you find a way to stop Faust then great, but I won't be coming with you."

"Oh come on Pinkie!"

"I'm sorry Rainbow."

Rainbow sighed, but nodded. She understood Pinkie's reasons, and in some ways she respected them, and her conviction if she was willing to go against a friend. "Alright, I get it, you're tired of fighting. That doesn't mean I'm giving up though."

"I'm not asking you to."

"I'm going to find Twilight, and we're going to fix everything."

Pinkie smiled sadly at Rainbow, "I think you know there's a lot of stuff that can't be fixed now, and never will be."

Rainbow smiled sadly, knowing that what Pinkie said was far too true. "Good luck Pinkie, and I guess I'll see you around."

"You too Rainbow," Pinkie said in return, hugging her friend again before going back to her team and sitting with her head resting against Azure's. Rainbow watched for a moment, feeling strangely alone for the first time since Applejack, Fluttershy, Rarity, and Spike were kidnapped. She shook the feeling off, then headed back to her wingmates to make plans.

Flurry looked perfect as she slept in her crib, although to Shining the foal looked perfect doing everything. It was simply her misfortune to be born into an imperfect world. He wanted to pick her up and hold her, to tell her everything would be fine, even if he had to push the lie through his teeth, but she was asleep, and far be it from him to wake her.

"What have we done?"

Shining turned from his daughter at the four words spoken by his wife, and sat next to her on the couch, wrapping a leg around her back to kiss her on the cheek. "What do you mean?"

"We've ruined everything."

"We've ruined nothing. I'm afraid the only pony we have to point a hoof of blame at is Princess Platinum, and she died hundreds upon hundreds of years ago. We're just the ones paying for her crimes."

"But we shouldn't be. How could we have revered a pony like Platinum, who was cruel enough to steal foals from their mothers?" Cadence swallowed, tears spilling from her cheeks, "What if Faust takes Flurry from us?"

"I don't think she'd be cruel enough to do to us what Platinum did to her."

"How can you be sure? Surely you've noticed how much Flurry must've looked like Celestia at that age? What if- What if Faust... what if she takes our Flurry and raises her to be a monster?"

Shining shushed Cadence as she sobbed. "I really don't think that'd happen."

"How can you be sure?"

"Because I am." Shining held Cadence a little tighter, the unspoken fact that with their fates now in Faust's hooves, Flurry might well be safer with Faust. "Our Flurry could never be a monster."

"This is all wrong..."

"Can't argue with that. Look, even if Faust spares us, life won't ever be the same. At the very least we can hope that Faust agrees to let us restore the Crystal Heart to the Empire, so our ponies have a place to live again, and where we can have a chance to raise Flurry in peace."

"But what if she ends up using the Crystal Heart against everypony? That had to be why she wanted the Empire in the first place, you know that."

"We already lack the capacity to stop her, so perhaps it is best to just go with her wishes if it lets us stay together."

Cadence sighed softly, "That sounds like a terrible idea."

"Something tells me I won't be learning to fly any time soon."

Fleur found herself smiling at the filly and her priorities. "I wouldn't say that," she said, barely making herself heard over the nervous chatter of the thousands of other ponies hiding in the crystal mines beneath Canterlot. "Knowing you, you'd probably try and teach yourself to fly first."

"Sure, I'll just throw myself off the side of the city shall I? That sounds like a good idea."

"I mean you're a pegasus, so the instinct must be in that thick skull of yours somewhere."

"My skull is not that thick!"

"Actually it is. Pegasi have thicker skulls to help them survive any unexpected impacts."

"...Oh." The filly folded her legs with a huff as Fleur shifted against the hard wall she was leaning against. "Alright then, if it's instinct, why are there flight schools?"

"Heck if I know. I have a pointy poker, not flippy-flappers."

"And a poor grasp of scientific terminology."

Fleur chuckled, "That too." Fleur lost her smile as the filly's expression turned serious, "What are you thinking?"

"Do you think Twilight can still do it? Do you think she can still stop Faust?"

"I don't know. I think with three other ponies helping her it might be a bit tricky to get to Faust when she's protected by an army."

"Then do you think we should be helping her then? Y'know, setting things up so she has an easier time when she's ready?"

Fleur screwed her face up in confusion, "And how exactly do you propose we do that?"

"I don't know. Maybe there's something your ponies in Mareitania could do, like break Twilight's friends out of prison or something?"

Fleur considered the idea, but she couldn't really say that breaking those ponies out was remotely possible. On the other hoof though, those ponies could be of use to Twilight, so perhaps there was something that could be done to help them.

"You might be onto something. I'll- Shit! I left the stone in the castle! Wait here while I go get it."

The filly shook her head, "Nah."

"Nah?"

"Nah. You know that ain't going to happen."

Fleur held the filly's gaze for a moment, then rolled her eyes and gestured for the filly to follow her. A stern look at the guards had them stepping aside to let the two mares through, and from the entrance to the shelter it was only a few hundred yards to the castle, although it may as well have been a few miles, because the Royal Guard refused to let them in.

"Princesses orders," a guard explained as Fleur demanded to know why. "Nopony is allowed into the castle, save the princesses themselves. We also have explicit orders from Princess Luna to not let you in. Something about you needing to spend time with the filly, whoever that is, now that Equis is disbanded."

"Yo," the filly said to the guard, who missed her point.

"But this is important! I need to get to my office to get my speaker stone, so I can contact our team in Maretania!"

"I'm sorry ma'am, but I can't do that. Please return to the shelter for your safety."

"They're literally on the balcony above me! Luna! Tell this asshole to let me in! Luna!" Fleur waited a beat, hoping to hear a reply from Luna, but there was nothing. "For fuck sake."

"As I said, please return to the shelter for your safety."

"Eat a dick," Fleur sniffed, turning away from the guard. "You can share it with Luna."

"So now what?" the filly asked Fleur as they slowly walked away from the castle.

"Now we go to the house and get one of the spare stones."

"That house where we live on the middle tier, that could be under attack at any moment?"

Fleur nodded once, "Yeah, that house."

The filly nodded sagely, "I see no way in how this could be a terrible idea."

Fleur rummaged through her dressing table, knowing that she'd hidden one of the spare speaker stones in there, and brandished it triumphantly once she'd found it tangled in a loose piece of taffeta. She also found the necklace of her cutie mark that she'd gotten from Mareitania, created by the pony that had tortured her and scarred her for life. She'd neglected to wear it for a while because of the uniform she wore for work, but since Equis was no more, there was no reason to not doll herself up a little.

Five minutes, and a modest application of jewellery and make-up later, she left the house she shared with Fancy Pants and the filly, turned back to get the stone, then left again while feeling like a bit of an idiot. The feeling was forgotten as she found the filly with her ear pressed to a drain cover in the middle of the street.

"What are you doing?" Fleur asked, wishing she could muster the energy to sound more put out by what the filly was doing. Frankly she wasn't surprised enough by the filly's actions to get into it though.

"I can hea- Seriously?"

"Seriously what?"

"You took so long because you were slutting yourself up?"

"I do not look slutty!"

"Any mare wearing that much eye shadow is clearly looking for one thing. Maybe two if she's feeling adventurous." The filly returned her ear to the drain cover as Fleur checked her reflection in the nearest mirror.

"I do not look slutty," she reiterated.

"Whatever. I can hear voices coming from below us."

"What?" Forgetting her make-up, Fleur lowered her ear to the drain, and had to hide her gasp as she too heard voices from below having a pointless discussion.

"Frankly, I'm rather suspicious of how clean it is down here."

"So you'd rather be trudging through knee deep shit would you?"

"Oh, fuck no. I'm just saying is all. It's enough to make you think these Equestrians are too posh to poop."

"Poop? What are you? Six? Do you also giggle at fart noises and push mares over in the park because you secretly like them?"

"Shut up y' asshole."

"Both of you shut up! This is supposed to be stealthy!"

"Sorry Sir."

Fleur lifted her ear from the drain, and blinked blankly at the filly for a moment before turning tail and running back to the castle as fast as she could, the filly right behind her. Celestia and Luna were still on the balcony where she last saw them as the first rays of dawn crept over the horizon.

"They're coming through the sewers!" Fleur shouted up at the two princesses. "They're going to attack through the sewers!"

Both princesses teleported down in a flash of magic, shocked Fleur into jumping back at least a meter. "Explain yourself," Luna said quickly.

"I went home to get a speaker stone, since some pain in the ass princess forbid me from entering the castle, and the filly could hear ponies talking below her. It's the Mareitanians Luna! They're going to attack us through the sewers!"

"I was under the impression that Canterlot's sewage was dealt with using magic."

"Not always," said Celestia. "It used to run off into the river using underground tunnels, but that was obviously bad for the river, so we created a system using magic to deal with it all. The old tunnels were all sealed up, save for the sections that allowed workers to maintain the city structure. Oh dear."

"What?"

"They must be getting teleported to where the river passes under the city, because the city platforms aren't connected. But that could only mean somepony told them about it."

"Uh," Fleur held up a hoof and waved to get their attention, "I think we're about to be under attack, so maybe you should worry about that instead?"

"I do believe it's too late for that," Luna said as explosions went off on the midsection of the city.

Celestia gasped with horror, "But we were supposed to be surrendering!"

"I know! We need to get down there and help our ponies get out of there. Fleur, go find Shining Armour and tell him what's happened. Guards, let her in the castle."

"Finally."

"Come on Celestia!" Luna ran into a take off, swiftly soaring out over the city with a birds eye view of what was happening below. Ponies were crawling up out of the drain covers around the city, and like the fools they were, the princesses had let their guard down with their intention to surrender. The Equestrian forces were unprepared to deal with the attack, and were dealing with it in the matter they were trained to. They were fighting back.

Luna fired a blast of magic down at the entrance of a drain near the main street through the city, only to have it caught at the last moment by some observational Adepts who shielded the exit. Luna dove towards them, her glaives materialising beside her, and cut down one of the Adepts, weakening the shield enough to batter through it. She stabbed down at the pony trying to climb out of the drain, sending his body tumbling back along with the ponies below him.

Luna ignored a blast of magic to her side as she located the drain cover and slammed it back down into it's place. She then fused it into its surround, preventing anypony from moving it, although she only did half a job as a less ignorable pony charged into her and sent her flying.

Luna rolled with the attack, kicking upwards at the pony, and stabbing down with a glaive as she rolled back onto her hooves. Rather than fight the ponies now aiming to take her out, she fled to the safety of the skies, and sought out her sister, finding her to the north as she attempted what Luna had done, but in a different way. Several meters around the drain hole glowed with heat. It would be a while until anypony would dare set hoof on it again.

"They're going for the cannons," Celestia informed Luna as they met in the air. "They're going to slaughter our ponies there!"

"Not if I can help it," Luna said as reinforcements from the upper city started to pour down into the middle layer to back them up. "Keep the way to the upper city clear, and I'll get our ponies out of there."

Luna could see Faust watching from the lower city as she flew towards the cannons, which were already being attacked from the rear by the Mareitanians. She wasn't participating, thankfully, but Luna knew well enough that she was waiting to bridge the gap once the cannons were taken care of.

Luna decided to deal with the immediate problem instead, and crashed into the fight between the Mareitanians and those defending the cannons, making herself the focus of their attacks as she tried to cut a path through them for her forces. A task that was made easier with Celestia's arrival.

"Move! Fall back to the castle!" Luna shouted, relentlessly cutting down the Mareitanians as the cannoneers and the soldiers guarding them ran through the gap she'd made, and towards the safety of friendly forces. Faust must also have heard her shout though, and a shield appeared to bridge the gap where the bridge had previously been.

Luna placed a shield of her own over the entrance to the middle layer of the city, holding back the soldiers running up the magical ramp long enough to get everypony away, then ran herself, dropping the shield and firing a blast at the stockpile of gunpowder around the cannons. The explosion set off another after another that tore through the ponies running up the shield, and the shield itself. Luna could hear the screams of ponies as they fell. More importantly, the blast had sent the cannons flying off the edge of the city, denying them to the enemy.

Faust recovered quickly, and a new bridge was quickly made for the Mareitanian soldiers to cross, faster than the Equestrians could retreat as they were forced to defend themselves from the Mareitanians already there as they made their retreat. Luna placed herself in the rear as Celestia tried to get their ponies to safety, picking off the oncoming Mareitanians as they ran towards her. She changed to her blades as they got closer, and blood spilled as she held the Mareitanians back.

"Luna!" Celestia cried as she saw her sister make a stand to save their ponies. Solaris glowed incandescently beside her as she hurried ponies across the bridge, and she had to fight herself to make sure they were safe, rather than go help Luna. "Come on, move!"

Luna tasted copper as a sword clashed off her helmet, not cutting through it, but hitting hard enough to daze her at a time when focus was paramount. She fired wildly with her magic, scattering the ponies attacking her with sheer force, and buying her a few valuable seconds to retreat.

The Equestrians were making their way over the bridge as fast as they could, but there were still far too many left to consider retreating herself, so with a grunt of determination she steeled herself for another round. The Mareitanians did not disappoint, and she soon found herself back in a fierce mêlée as they fought for the honour of bringing her down, as whoever did so would likely please Faust greatly.

Exhaustion was starting to creep into Luna, so it was a considerable relief when a blast of golden magic caught two of her assailants by surprise, followed by more that lessened her burden further. She started to fall back, keeping her guard up as the Mareitanians kept coming, although the ranged support from Celestia made it easier. It was still a huge relief as her rear hooves ventured up the incline of the bridge.

Luna turned and bolted as the Mareitanians surged towards the bridge, placing a shield over the end that they crashed up against. "Blow the bridge!" she yelled as Celestia lent her magic to the barrier.

"There's nothing happening!" a pony shouted back, his hooves pumping a detonator up and down in the frantic hope that the bridge would explode at any moment.

Luna swore loudly. With the Mareitanians on the bridge there was no chance of getting a spell off without dropping the shield, and without the ponies on the bridge absorbing the impact of the spell, as gruesome as that would end up being. If she had the chance to charge up a spell she could do something, but again, the shield prevented her.

"We were going to surrender," Celestia whispered. "This wasn't meant to happen."

"And yet it happened, and we got sucked right back into fighting." Luna sighed as the shield started to crack, the Mareitanians starting to break through it. "Perhaps if we-"

Luna's suggestion never got to be heard as a bolt of fuschia from the blue impacted onto the bridge, shattering it utterly with a sound not dissimilar to an explosion, catching everypony by surprise, and again as its caster landed hard on the paving right behind the two princesses, her wings flared, and her magic ready.

"What happened?" Twilight asked, a slight edge to her voice.

"Twilight!" Celestia began to say with obvious relief. "You have no idea-"

"You were supposed to hold Equestria until I got back. The war's been going on for little more than a month, and this is what I come back to? Canterlot being invaded! What. Happened?"

"We lost," Luna said simply. "Mareitania's forces are too numerous, experienced, and well trained, and as soon as Faust took the reins after we captured Snowbright, we were done for. Since you're back though..."

"No I don't have a way to defeat Faust. Not yet anyway." Twilight sighed at the carnage she could see through the rest of the city, and the Mareitanians not too far away. "We need to talk."

"What do you mean there's nothing?"

"I mean exactly that, Luna, there's nothing. It's a freaking library in an outpost built to observe the windigoes in the frozen north. There are no weapons, stupidly powerful spells, or anything that can help us to defeat Faust right at this moment."

Luna threw her hooves up in the air, "Great! So this really has all been for naught!"

"What were you expecting?" Twilight snapped back at Luna. "The perfect weapon against Faust to just be sat around waiting for us? Are you serious?"

"That would've been ideal, yes!"

"Well it didn't happen, so instead we're researching a way to defeat her as we speak. Since we only found the place today, that might take a while."

"Today?" Celestia said in surprise. "How did you get back so quick if you only found it today?"

"There's a portal mirror in the ruins of your old castle, but it wasn't working until we activated it from the other end. Frankly we were lucky enough to find a working portal in the Circen desert, because our plan of making a new portal wouldn't have worked." Twilight shrugged at Celestia, "Or you might have come out of four different portals in chunks. I haven't decided yet."

Celestia slowly lowered her head to a hoof, "There was a portal here the entire time?"

"Mmhmm."

Celestia sighed.

"This is kinda beside the point though," Twilight continued. "Equestria's pretty much fucked at this point, so clearly waiting for us to find a way to stop Faust isn't going to work."

"We were about to surrender," Cadence said, Flurry held between her legs. "We should've done so ages ago."

"Yes, alright!" Luna snarled. "I was wrong to believe we could hold them off! Forgive me for not rolling over and showing my belly at the first sign of danger!"

"That's not what I mean, and you know it! Have I blamed you once for fighting against their surprise attack just now?"

"...No?"

"Exactly."

Luna sighed and nodded, "Forgive me Cadence. Fighting is all I really know how to do in these situations. It's not often that it doesn't work."

"Then perhaps we need a new plan. Since we have no way to stop Faust, we need to surrender and try to foster good will with Faust. Perhaps if we can become friends with her, she might consider banishing you rather than something worse."

"Even I find that woefully optimistic," said Twilight. "Besides, it's worse than you think. I know what Faust's 'plan' is now, and it's not great. The plan was the original blueprint for our world, until Discord changed it. Basically sapience was never meant to happen, and neither was the existence of most of the creatures of this world. Ponies would've been dumb animals, and prey for anything fast enough to catch us, or hungry enough to try."

"Then there's no way she could hope to make this plan of hers work," said Luna. "At most we're looking at the complete and total destruction of-"

"All civilisation," Twilight finished. "We'd basically be worse than living in the stone age, except we'll also be prey for any griffon, dragon, or whatever, that takes its fancy of us. As you can imagine, there's no room for nigh immortal alicorns in this picture, so I have no idea what she plans for us."

"You can exclude Celestia from that," said Fleur from behind them, having quietly entered the room. "Faust wants Celestia something fierce."

"Fleur!" Twilight ran over and grabbed her friend in a hug, then spotted the filly and dragged her in. "Oh my gosh, you're wings have grown back!"

"You're damn right they have, although those flying lessons are going to have to wait a bit, y'know, until after Equestria isn't under attack."

"Right, well, um..."

"I can wait a lil bit."

"I don't think a little bit is going to cut it." Twilight grinned weakly, then turned back to Fleur, "What was that about Celestia?"

"According to Snowbright, he was to try and keep Equestria mostly intact because of something to do with Celestia. Faust wants Celestia, although what she intends to do with Celestia is a mystery to us."

"I'd rather not find out," Celestia said with a shudder.

"Okay," Twilight said slowly, unsure of what to make of that piece of news. "What's with the uniform?" she asked instead.

"It's from work," Fleur replied. "I'm the Director of Equis, after the previous were killed by a bomb. Since Equis doesn't really exist anymore," Fleur glared at Luna, "I'm just here as a loose end."

"I feel like I've missed a lot." Twilight shook her head to clear it, "Anyway, we need to think of a plan. We're going to find a way to defeat Faust, since she might have the power to make the plan a reality. She's like the opposite to Discord," she added as a quick explanation. "The Spirit of Order, or something along those lines."

"Good grief," Luna muttered. "Is that why we cannot contend with her power?"

"It's also why we've not seen Discord through this, as he can't really defeat her either. I think he decided to stay away in case he became a liability. Now stop distracting me when I'm trying to think of a plan."

"What plan could we possibly think of that doesn't end up with all of you imprisoned?" asked Shining Armour. "That's the last thing we need to happen."

"No kidding. I think the best thing to do is-" Twilight pricked her ears at the sound of shouting. "Do you hear that?" she asked, only to be thrown to the ground a second later as the entire castle shook. She made it back to her hooves just as the large stained-glass window above the two thrones exploded, letting in a blinding ray of bright, white light. It also let in Faust.

None of them had the time to react as Faust fired a spell directly at Celestia, who didn't even have a chance to scream. She was simply gone, leaving her armour to scatter across the floor. There was no mark, or ash, or residue of any kind. It was as if she simply... wasn't, anymore.

Luna howled with rage as Cadence placed a shield over herself and Flurry. Twilight jumped in front of Fleur and the filly, leaving Luna alone to attack as she fired a beam of magic at Faust, the larger alicorn deflecting it easily back at Luna, who dove to the side to evade it.

"Do you have any idea how long I've waited to have you all together again?" Faust said as Luna skidded back to her hooves. "I knew that if I came after you all individually I'd never get you all. I defeat one of you, the rest would go onto hiding, so I've been patient. And how my patience has been rewarded." Faust directed a glare at Twilight, "Good to see you back in Equestria."

"Good to be back," Twilight replied as her horn started the process of a spell to escape. Luna had other ideas though, and drew her blades to charge at Faust once again. Twilight wanted to tell her to stop, or kick Faust's ass, but the distraction was rather useful.

"I'll kill you!" Luna cried through her rage at losing her sister. She swung her blades low, going for Faust's legs while her horn was kept high to attack while Faust was distracted. Faust reared up to escape the blades, but denied Luna the chance to use her magic by teleporting to the side and bucking Luna hard, right towards Twilight, interrupting her spell casting as she leapt out of Luna's path.

Twilight fired her magic at Faust, keeping her occupied as Luna fought to regain her footing to attack again. Trying a different tactic, Luna joined in Twilight's attack, hoping to blind Faust with a dazzling array of attacks so she could get in close.

Luna kept firing as she ran in, and teleported behind Faust to attack her, keeping her blades in front of her to perform a rapid strike that would at least severely harm Faust's ability to stand if nothing else. Faust however, had other ideas.
The buck came at Luna faster than she could hope to avoid, and all she had were her blades to try and block the attack. She never expected Faust's hooves to dent her glaives, let alone shatter them like they did.

A shockwave of magic sent both alicorns flying away as the magic within Apollo and Artemis was released, their fragments flying everywhere and leaving a trail of patches of frost as they landed. The frost melted rapidly as the residual magic faded, leaving nothing but shards of ordinary metal behind.

Twilight stared dumbfounded at what had happened. She'd felt the magic Faust had been feeding into the strike, using far more than just her strength to strike at Luna. She'd never suspected an attack of even that magnitude could hope to shatter enchanted weapons like Luna's glaives. Now she knew entirely how wrong she was.

"No," Luna whispered as she stared at the patch of melting frost and broken metal that was all that remained of Artemis and Apollo, the two weapons she'd had for centuries, broken in seconds by Faust. It was like losing a limb. "No!"

"Luna! Don't!" Twilight cried. Luna ignored the warning and attacked again, her horn blazing with magic that she never got to use as Faust fired her own magic, shattering Luna's front right leg. Luna fell with a cry, sliding across the smooth marble floor until she was in front of Faust. She tried to attack again, but Faust kicked her head aside, sending the blast towards the roof.

Twilight attacked again, but her spells were batted aside with a wing that at least had the decency to smoulder a little from the attack. It wasn't enough to distract Faust from grabbing Luna's head in an iron grip and twisting, breaking her neck with a crack that echoed around the throne room.

"No less than you deserve," Faust said quietly as Cadence screamed loud enough to be heard over the cries of Flurry. Shining reinforced the shield over them as Faust dropped Luna's broken body and turned her attention to the remaining princesses.

"You won't get away with this," Twilight growled as Faust took a few steps towards her and Cadence. For a moment she thought that her words had actually meant something as Faust stopped, but saw that the large alicorn's sight was locked onto the screaming form of Flurry Heart. She took a few more false steps, then just stared as Cadence pulled Flurry tighter into her grip.

"You won't take her from us!" Cadence shouted at Faust, holding tightly onto the still crying foal.

"I won't," Faust said weakly, staring a few seconds more before she seemed to come back to herself. Her expression turned hard, and she glared at the two princesses. "I don't want to deny you what Platinum denied me. Fly out of here right now, and never return. This is the only chance you're getting, so don't waste it."

"Go," Shining said at Cadence, seeing this as the only real hope he had of getting them to safety.

"I won't go without you Shining!"

"Yes you will. Go."

"But-"

"Go!"

Cadence took to the air with a cry, wrapping her legs tightly around Flurry to stop the foal from fighting to get to her father. She swiftly exited through the broken window Faust had come in through, and was joined a moment later by Twilight, although she stopped at the sight of Equestria's soldiers being forced to surrender, their weapons and armour getting forcibly stripped from them.

"We need to go Cadence, now!" Twilight said urgently, spurring the pink alicorn into remembering to fly. "I doubt we'll get another chance like this."

"But what about-"

"Cadence, I love how concerned you are, but we need to go, because I'm about to piss Faust off a lot."

Cadence was about to ask what Twilight meant, but had her query answered by Twilight's horn as it glowed, then flashed, summoning the dead body of Luna to her. Flurry immediately started to scream, and Cadence was too close to doing the same herself to stop her.

"Hopefully we can get far enough away before Faust realises."

"Why are you bringing her body with us?"

"Because we're going to need her."

"But she's dead!"

"Only at the mo- Wait, did they not tell you how we're immortal?"

"What?"

Twilight rolled her eyes as she set their course for the Everfree forest, "Nevermind, you can find out when Luna wakes up."

"...What?"

"Twilight!"

Twilight looked towards the shout, spotting three pegasi flying towards her, decked out in combat gear. She grinned as she noticed the rainbow coloured tail of one of them. "Rainbow Dash!"

Rainbow darted in, planning to catch Twilight in a hug, but the sight of Luna's body quickly stopped her. "Whoa, what? Luna's dead?"

"Only at the moment," said Twilight. "The fact is that we need to get out of here, so if you want to come with, that'd be great."

"But what about-" Rainbow threw her legs up, "What the fuck is going on Twilight?"

"Luna's dead, Celestia is... gone, and Equestria..." Twilight shook her head. "Our forces are surrendering, so unless you want to join them, we need to get out of here, especially before Faust works out that I've stolen Luna's body."

"But Pinkie's down there. We have to go get her!"

"Rainbow, we don't have time right now. If we go back we're done for." Twilight tried to smile kindly at Rainbow, but her heart wasn't really in it. "I promise we'll get her back, and the rest of our friends, okay?"

Rainbow nodded feebly, "Okay."

"Good. Now seriously, let's get the hell out of here."

Fleur looked Faust in the eye, keeping her attention even as Luna's body vanished in a flash of purple. She wanted to smile and call Twilight a clever girl, but kept it all hidden.

"The princesses are gone now," Faust said, moving her sight to Shining Armour. "I do believe that puts the two of you as the highest ranking members of the Equestrian military. Since your army is currently in the process of surrendering, I won't be so crass as to actually ask for your surrender, but I will ask that you accept it has happened."

"It would seem you've given us little choice," Shining said back, "so yes, we surrender."

"Excellent." Faust started to turn away from them, so Fleur quickly tried to get her attention back by asking a question.

"How'd you do it?"

"Do what?"

"Launch that sneak attack? We were going to surrender, but then you attacked us from below, forcing us to fight on, so I want to know how you knew about that?"

Faust hummed thoughtfully, "And here I thought the Director of Equestrian Intelligence would be more aware of what was going on inside her own jurisdiction. Apparently not. Oh well, you can ask my new major-domo when you see him, because he can tell you all about his betrayal."

Fleur rolled her eyes and laughed, "It's Blueblood, isn't it?"

"Oh? So you're aware of his actions?"

"Not at all, but he's the one pony left with a higher governmental position than us, and yet it's not him that you're asking for our surrender, meaning you mustn't have been sure we didn't know he was a traitor. He's also the one pony I haven't seen lately that I should be keeping an eye on. I suppose it wouldn't be beyond him to know about the old sewers."

"He also sabotaged the explosives on the bridge to this level of the city, not that it really helped. Still, well done for working it out so quickly." Faust looked up and smiled as her soldiers ran into the throne room, "A shame you couldn't be convinced to help us."

"I'm sure it is." Fleur grunted as a soldier grabbed her and roughly pulled her uniform off, declaring her clean.

"Still, both of you have information I require." Faust gestured at another pony walking into the room. She was a very light brown, with long, curly, blue-grey tresses, and a rose tucked behind her ear. "Meet Black Rose, the head of the Shades."

Fleur nodded stiffly at the newcomer, "I guess you're the pony I should thank for making my life such a pain?"

"And you're the pony I should thank for making my life so interesting. You were so much more... competent than your predecessors. I actually had to try at times."

"Silence, both of you." Faust looked sternly at both of them, then apologetically at Fleur. "I assure you we'll be a lot more accommodating than the last time you found yourself in this position, but rest assured, Black Rose is very patient, and will get out of both of you everything I need to know. Right now though Black Rose, I could use your assistance."

Faust released Fleur from her gaze, and turned back to the thrones. She sneered at the one on the left, and with a single spell obliterated it into fragments. She then sat on Celestia's throne, "Soldiers, take those two away," she said, still failing to notice the lack of Luna's remains.

"Wait, what about-" Fleur started to say, but stopped as a quick search told her somepony was missing. Wherever the filly was, she was long gone from there. "Nevermind," Fleur amended quickly, letting the soldiers lead her on without a fuss.
They led both herself and Shining down to the dungeons, where they were led into different cells, and had an inhibitor placed on their horns before getting locked in. A minute later there was a small chuckle, and Snowbright's face appeared in the window.

"Well, we'll, well, look-ee what we have here."

"I already know Faust has some stringent rules about the treatment of prisoners, so unless you're about to disobey her, you can stop with the macho intimidation act."

Snowbright lost some of his smile, "You're lucky I won't be the one asking you questions. Besides, think about what we did to Flitter before you get too comfortable thinking this will be a pleasant stay."

Snowbright gave Fleur a wink, and left her alone to fight back her fear. She'd rather forgotten about Flitter, and what had happened to her. Still, she had one last job to do, then they were free to do whatever they wa-"

"I hope you know this is justice."

Fleur sighed through her nose, "I won't deny that there's some irony in this, Starlight Glimmer, but I'm really not in the mood to call it justice." Fleur reached back, searching through the strands of her tail for something.

"That doesn't change anything. You could've let me out, but now we all get to be stuck in here together."

Fleur grunted as she found what she was looking for, and yanked at the tool for removing inhibitors she kept in her tail, pulling a few hairs out with it. She then popped her inhibitor off, and begun the process of retrieving the speaker stone, which was hidden somewhere much more sensitive.

"What are you doing?" Shining asked, wondering what all the squeaks coming from Fleur's cell were about.

Fleur held the speaker stone up for him to see, then quickly retracted it as she reconsidered letting him see it. "I'm kindling a little hope for Twilight. Hopefully Bon Bon is up for an interesting mission."

"What happened?" Sunset asked as Twilight came into land at the castle, accompanied by three pegasi, one other princess, a foal, and a dead body. "Whoa."

"We lost," Twilight said, not wanting to make it any more complicated than that.

"What do you mean we lost?" Sunset asked back, feeling as though the answer needed to be a heck of a lot more complicated.

"I mean we lost. Canterlot has been conquered, Celestia is gone, and Equestria has fallen. We're all that's left now."

"What do you mean Celestia's gone? Do you mean she's dead?"

"No, I think I'd know if she was dead. Besides, it wouldn't be a problem if she was. Faust did something to her, and now I have no idea where she is."

"I see." Sunset's eyes widened as Rainbow removed her helmet, but said nothing as she knew that this was the pony version, and was technically a pony she'd never really met, let alone knew with any depth. The one pony she did know was Cadence, and that wasn't too happy a story. Fortunately for her, Cadence seemed too torn up to want to go into it right now.

Trixie walked up and poked Luna's body, "There's something you don't see every day."

"Don't do that!" Rainbow shouted, swatting Trixie's hoof away with a wing.

"Oh relax, she'll be up and laughing about it in a few hours." Trixie rolled her eyes and ignored Rainbow as the mare growled, turning to Twilight instead. "So what now?"

"Now? Now it's all up to us. With Equestria gone, we're the only ones capable of finding a way to stop Faust before the rest of the world follows."

Trixie nodded thoughtfully, "Okay, so you're saying it's up to a plucky team of misfits to find a way to defeat country of fanatical ponies?" Trixie grinned at Twilight, "That sounds familiar. I like our odds."

"I don't, which is why we'll be doing this sensibly-"

"Hah! Right, yeah, because we're so very good at that. Be honest Twilight, we have no idea what we're doing, but we're going to try anyway."

As much as she wanted to disagree, Twilight knew she'd only be lying to herself. "We'll think of something. Right now we need to get out of here, and get Luna's body somewhere warm for when she wakes up. Then we can think of a plan."

Author's Notes:

I'm not sure if it's obvious or not at this point, but I'm ending this story here and moving into another sequel, and not just because it seems like a good place to do it, or because I always planned it because trilogies are the shit. I've struggled with this story more than I ever did with Freemare, and I think it's because I was looking through too many perspectives at the same thing a lot of the time. I also made it too obvious that Equestria was going to lose, which made writing the actual process of that a bit dull seeing as how it all had a foregone conclusion, as was pointed out in the comments to me. A stop here and a new beginning gets to act as a bit of a soft reset, giving me a chance to get writing the story back to a place I'm happy with.

For starters, less perspectives in the story, and instead using different characters from a bigger group for different things. I can split them up or group them up to my heart's content, and even run a dozen parallel plots if I want, but at the end they all meet back up and return to a single story line a lot of the time, which is easier, and negates the need to tell you what each group has been up to while the others are off. I know this sounds like I'm going to oversimplify things, but hopefully that won't be the case.

There'll be an epilogue next week to round events up, then a few weeks after that the next story will be out as I'm already into writing the second chapter of it. Bear with me guys, this next story should be more fun to read as I find it more fun to write.