Rainbow Dash threw herself to the side, dodging another rocket that exploded behind her as it impacted the railing of the bridge. She hit the ground rolling and leapt high into the air the moment her hooves touched the ground. Quickly scoping out the scene from her high vantage point, she spotted a pegasus with their wingblades extended making a beeline for her currently catatonic lavender friend.

She cursed and lashed out with one of her whip scythes as she fell back to the ground. She managed to catch the pegasus' wing on her way down, cleaving the appendage from the screaming pony's body. Ignoring the crippled pegasus for now, Rainbow literally hit the ground running, slicing into and impaling griffons and ponies alike with her whips as she sped by.

If there was one thing Rainbow Dash had come to love about her virus infested body, and had taken full advantage of, it was her enhanced speed and agility.

Whether she was on the ground or in the air, she was able to leap out of the way of, duck, or otherwise sidestep bullets, blades, and spellfire with relative ease. Explosives were a little more difficult, but she managed well enough.

She had also consumed a griffon and had learned about the new weapons through his memories.

Memories.

That was one of the biggest mysteries about the virus in Rainbow's opinion. When she had first consumed that egghead pony back when she woke up, it had been a nightmare. She still trembled just thinking about it. After that experience she had ignored that nagging desire to consume, leaving the bodies of those she had slain where they were.

That had changed when she had disarmed a griffon, only to receive a claw through the throat for her troubles. Rainbow had panicked and let her drive to consume take over, wrapping the hapless griffon in countless tendrils as he was pulled into her body.

Her first consumption had been like watching a movie in her head. This consumption had been quick and painless. There was no movie-like sensation. There were only a few flashes - all of which lasted about a second. Once the flashes ended the knowledge remained and that was that. She had even picked up a few griffon combat techniques. In short...

Rainbow Dash could indeed steal skills.

To add to that, she had come out of the encounter no worse for wear.

As she passed through the group of soldiers, she reverted the whips back into her original cyan wings and took off into the air once again. She sped towards an unsuspecting griffon that was taking aim at Twilight and slammed into him, pinning him to the side of the main building with a tendril formed hoofblade.

The instant she was sure he wouldn't be a threat, she pulled her hoof free and was off searching for the next pony or griffon trying to attack Twilight. She saw two more griffons with rifles and a unicorn with an arcane staff closing in on the helpless lavender mare.

Flying just overhead, Rainbow made some quick calculations as she observed the situation.

Twilight's still near the center of the bridge.

Two airborne griffons to the left a few yards away - one is primed and ready to fire, the other still loading.

Unicorn battle mage with an arcane staff standing directly opposite Twilight a few yards away - still charging his spellfire.

Making a decision, she pulled a hoof back and aimed it towards the griffon preparing to fire at Twilight. Tendrils enveloped her hoof and she slammed it forward, piercing into and through the griffons head with an elongated blackened spear. The sudden attack from behind caused the second griffon to turn in her direction and Rainbow Dash wasted no time.

Retracting her spear, she made a beeline for the stunned griffon, stabbing through his chest with another conjured hoofblade. Holding onto the screaming griffon she cast a quick glance at the unicorn below just in time to see the giant fireball fly from the staff and straight at Twilight.

Rainbow yanked her blade out of the griffon and, with a grunt of effort, she flung the griffon's body into the path of the oncoming fireball.

The body exploded on impact just as Rainbow Dash slammed her entire body weight down onto the unicorn from above.

"Euugh, gross!" Rainbow whined as she shook the gore off of her hooves. Apparently she was heavier than she remembered.

A lot heavier.

She sighed and was about to take stock of the situation, when the door to the annex building burst open to reveal more security ponies and griffons mercs.

"Oh come on!" Rainbow Dash cried, throwing her hooves up in exasperation. Thinking quickly, she looked from the soldiers to the two buildings on either side of the bridge. Looking up, she saw a ledge jutting out from the main building far above the skyway. Her eyes lit up as an idea formed.

Time to try something else.

She bent her legs, spread her wings and rocketed into the air once again, this time flipping herself upside down so that she hit the bottom of the ledge hooves first.

Countless miniscule tendrils formed on the bottom of her hooves, hooking her to the bottom of the ledge. Taking half a second to determine her trajectory, she crouched closer to the ledge, tendrils coiling around her legs like springs.

After a moment she shot herself downward slamming into the skyway a split second later. The force of the impact caused a shockwave that sent every pony and griffon that wasn't already in the air, flying either off the skyway or into one of the buildings on either side.

The shockwave had also sent Twilight flying but Rainbow Dash was already back in the air, ready to grab her friend. She managed to grab ahold of her but couldn't stop the momentum, so she did the next best thing. She held Twilight close, spinning around and lining herself up with the wall.

She clenched her eyes shut, grit her teeth, and braced herself.

I hope this doesn't hurt...

She hit the wall with the force of a cannonball, cracking the cement wall behind her.

It didn't hurt.

She slowly opened one eye, then both as she glanced at Twilight, making sure she was okay. Thankfully she looked as undamaged as before. She gave a small smile and struggled to move without dropping her near comatose friend.

As she pulled herself out of the wall and gently floated back down to the skyway, she came to a sudden realization.

She had noticed that regular attacks - while painful to a certain degree - didn't have any real lasting effect on her but the fact that Twilight probably would've have been just as resilient, even in her current state, hadn't even crossed her mind.

She would've facehoofed if she wasn't carrying Twilight.

I watched her take a knife to the face and get back up like nothing happened for Celestia's sake!

Once she had dropped back to the ground, she set Twilight down on her side, looking over her still form with a worried frown.

Was I this out of it the first time I ate that guy?

She swept her gaze over the bridge and blinked in surprise when she noticed all the remaining ponies and griffons she hadn't taken out were gone.

What the buck? Where did they-

"Uuugh..."

Rainbow Dash snapped her head back to Twilight and breathed a sigh of relief when she saw her normal amethyst eyes blink back into focus.

And no creepy black eyes, thank Celestia.

"It's about bucking time you woke up, egghead," Rainbow teased with her signature smirk, "you missed out on all the good stuff!"

Twilight groaned, as she slowly rose to her hooves.

"Rainbow Dash?" Twilight croaked, rubbing her head with a hoof, "what was I-"

Her eyes widened as the memory settled itself into her mind like a lead weight.

"Luna... she..." Twilight choked out a sob and Rainbow's smirk dropped into a worried frown.

"Twi? What happened? What did you-"

"It was Luna, Rainbow Dash!" she cried, "she did this! She brought us here - turned us into monsters! All so she could... I don't know! Was this part of her plan to overthrow Celestia all along? I don't... I can't-"

"Whoa, whoa, Twilight!" Rainbow cried in alarm, "slow down! What the hay are you talking about?"

Before Twilight could answer, they both heard a low, ominous rumbling that seemed to grow louder and louder by the second.

"Hey, Twi," Rainbow muttered as she looked around nervously, "I don't like the sound of that..."

Snapped out of her panic attack by the sudden noise, Twilight scanned the skyway, her ears twitching as she tried to pinpoint the source.

"I think..." she began. Her eyes widened and she ran to one side of the bridge, "I think it's coming from below!"

Rainbow Dash followed behind Twilight and together they both peered over the railing.

Their mouths dropped open in shock and they slowly backed away as a massive airship slowly rose above the skyway. As it got closer, The low rumble became a deafening roar and the air around them seemed to vibrate as it made it's ascent.

"Sweet Celestia..." Twilight whispered in awe.

"So... awesome..." Rainbow nearly squealed, her eyes shining like a foal's on Hearth's Warming.

To say that the airship was big would've been like saying Pinkie had a passing affection for parties. The dark blue, metal coated envelope was big enough to fit three or four Canterlot castles inside and had Luna's cutie mark etched into the tail fin. The gondola was about half as big and was made of some kind of ebony metal that Twilight didn't recognize.

Alongside the hull of the gondola they could see several evenly spaced square slots containing large cannons. And the two viral mares were close enough to the airship to see that each and every cannon was aimed in their direction.

The awe and amazement were wiped away in an instant.

"OH, HORSEAPPLES!" Rainbow cried, eyes wide with panic.

"RUN!" Twilight screamed in response.

They both booked it to the annex building just as the airship fired it's salvo, the cannon's rounds tearing sizable chunks out of the skyway. They could feel the ground begin to shake underneath them and poured on the speed as they heard a loud, deep creaking sound.

Twilight visibly paled.

"Rainbow Dash!" she called out as they narrowly avoided another round of cannon fire, "the bridge can't take much more! It's going to collapse!"

Rainbow looked back behind her and saw that giant cracks were beginning to form in the bridge's foundation. She turned back to Twilight and opened her mouth to respond, when a stallion's voice cried out ahead of them.

"TWILIGHT! RAINBOW DASH! GET INSIDE, QUICKLY!"

The two turned their attention to the open doors of the annex building, where a dark blue stallion stood urgently ushering them inside.

"What the-" Twilight started to ask. She yelped in surprise as a pair of cyan hooves wrapped around her barrel and hoisted her into the air.

"No time to question it!" Rainbow yelled, "hang on!"

She gave a mighty flap of her wings and took off like a bullet, flying low to the ground and headed straight for the wide eyed stallion. The dark blue earth pony cried out and quickly leapt to the side as Rainbow Dash blurred past the entrance. No sooner had she flown into the building than they heard a terrible cacophony of crumbling concrete and twisting metal as the skyway complete collapsed just outside.

Twilight's shout of alarm was cut off as she and Rainbow Dash slammed face first into the wall of the rounded hallway inside the annex building.

"Oh my, goodness!" The stallion cried as he galloped over to the dazed mares. Twilight groaned as she picked herself up off the ground, rubbing her muzzle. Rainbow Dash had managed to embed herself halfway into the wall and was trying to pull herself out, grunting in frustration.

"Are you okay, dears?" the stallion asked worriedly, "here, allow me." He grabbed ahold of Rainbow Dash's hind legs and heaved. Rainbow yelped as she was yanked out of the wall and fell flat on her back.

Shaking off the last of her disorientation, Twilight turned to the stallion to offer her thanks, but stopped. She narrowed her eyes and rubbed her chin in thought.

"Where have I seen you before?" she muttered, then her eyes widened in sudden recognition, "wait, you're the pony who gave Asger the scroll!"

Rainbow Dash, who had gotten back to her hooves, looked at Twilight in confusion and then turned to the stallion in question.

"Oh, yeah," she said after a moment. She scrunched up her face, "what'd that griffon call you again? Midnight Runner?"

"Midnight Rider," Twilight corrected.

The dark blue stallion gave them a bemused look.

"Darling, what are you... oh!" he looked down at himself and back to the other two with a sheepish smile, "I'm terribly sorry, girls, just give me a moment."

To Twilight and Rainbow's utter shock, the stallion was suddenly enveloped in writhing black tendrils and after a few seconds they stood before a snow white unicorn mare with an elegantly curled, deep violet mane.

"Oh, that's much better," she exclaimed with a sigh of relief as she batted her mane out of her eyes, "Now then - eep!" Before she could say anything further she found herself stumbling backwards as she was embraced on either side by Rainbow and Twilight.

"RARITY!" they both exclaimed simultaneously. There were was a small fit of relieved laughter and before each of them pulled back.

"I'm so glad you're okay, Rarity," Twilight said with a small smile.

"Likewise, dears," Rarity responded, "when I saw the two of you out there with all those... those... ruffians, I nearly fainted from the stress!"

"Yeah, about that," Rainbow asked raising an eyebrow, "why were you with those guys anyway? And how'd you change like that?"

"Oh, believe me, darling," Rarity replied looking over her shoulder distractedly, "I'd simply love to tell you all about it, but I'm afraid that little tale will have to remain untold for now."

"What do you..." Twilight began to ask, but then she stopped and cocked her head, ear twitching. On the edge of her hearing she could just make out the distant sounds of a battle being fought somewhere.

And it sounded like it was getting closer.

"What's going on over... wherever that's coming from?" Rainbow Dash asked having heard the commotion.

"That," Rarity responded worriedly, "is most likely the sound of Applejack's little distraction coming to an end."

"AJ's here!?" Rainbow cried.

"You found Applejack?" Twilight asked at the same time.

Rarity nodded, "Indeed I did. Well," she amended, "it would be more accurate to say she found me, but - gah! Rainbow Dash!"

Rarity was shoved aside as Rainbow darted down the hallway towards the sounds of battle.

"Sorry, Rares," Rainbow Dash called back, "but I gotta go help Applejack!"

With that, she disappear around the bend.

"Honestly," Rarity huffed, staring in the direction Rainbow went with a furrowed brow, "that mare..."

Twilight shook her head and turned to Rarity frowning, "We should hurry and help Rainbow and Applejack take care of that," she looked further down the hallway contemplatively, "Rainbow Dash isn't showing it, but she's really worried about Fluttershy," she looked back at Rarity, "and I'm worried about Pinkie. You know how... sensitive she can be."

Rarity shivered, "Don't remind me," she muttered, then turned to Twilight, "although I suppose you're right. I'd rather avoid all this wanton violence, but Applejack and I haven't found dear Fluttershy or Pinkie Pie yet."

Twilight nodded, "And we have a lot to talk about," she looked away, a grimace crossing her face, "Rainbow and I found out some very unpleasant things, Rarity."

Twilight looked up when she felt a hoof settle against her withers. Rarity looked at her with a sad, knowing smile.

"I assure you, Twilight, it... hasn't been pleasant for Applejack or myself either."

They each stood there for a few moments, ruminating on past events before Twilight spoke up, her face hardened with sudden determination.

"Rarity, we're going to get out of here, and the first thing we're going to do is find Pri... find Celestia. If anypony can tell us more about what's happened in Equestria since we've been... indisposed, it'll be her. But first, let's help the rest of our friends."

Rarity opened her mouth - several questions dancing on the end of her tongue - but then closed it and nodded. Together they both turned and galloped down the hallway after Rainbow Dash.

Author's Notes:

I'll be honest, I wasn't as confident writing this chapter as I was with past chapters.

This is literally the first time I've ever written an action scene so forgive me if it's a little rough. I also tried to convey how Rainbow Dash was indirectly and unconsciously manipulating her biomass alongside her direct viral attacks. Don't know if I was successful, but I tried.

But hey, Rarity's here guys! Party member get!

And AJ's just around the corner!