Steelshod stood looking down from the watchtower still gripping the telegrams that had arrived earlier. The first message had been that the train sent to pick up the wounded from the battle that had been planned to wipe Ponyville from the map had crashed. Going to the tower and training the telescope on the rail system he had followed it down to the smoking ravine the locomotive had fallen into.

They would have chalked it up to bad luck but the distant black line of a small army blocking the bridge said otherwise. At first they had thought perhaps their wayward friends in the Crystal Empire had rallied and come to the towns aid but that was quickly dismissed as one column after another snaked out of the White Tail woods and began to encircle the town.

Another telegram had been sent just moments later in a great rush from the train station in Ponyville informing him that his general had decided to lift the siege and fall back to Canterlot. Steelshod agreed with the decision but had not sent a reply, the town was already abandoned before a message would have ever arrived.

Following his soldiers flight up the mountain towards the other army he had watched the other force move to intercept them, they had succeeded but just barely. Grinding his teeth as the battle progressed he could only watch helplessly as his forces were slowly surrounded and pushed towards the cliff then finally off the cliffs.

Steelshod was a tower of patience but this made him slam a fist into the railing making it shatter. Other officers had gathered to watch and jumped at seeing him loose his temper for the first time in living memory. Spinning on his officers Steelshod took a few deep breaths before taking a quick look at the city below.

"Rally the soldiers and seal the gates. I want the drawbridge pulled up immediately and the train entrances bricked over within the hour. Tear down any stone houses nearby and use the masonry to reinforce the main gate, I want the main gate sealed so thoroughly not even a battery of trebuchet could breach it"

Steelshod scanned the mountain face before narrowing his eyes.

"The traitors families are still missing yes?"

"Yes my lord. They are still hiding in the old mining shafts."

"Seal them. All of them."

Officers hurried away but he kept one behind.

"Build barricades in the streets as well, see there? Boutique Row and how it joins into the main road network? I want those buildings on the north side sealed up and used as walls. I want walls within walls. If they breach the main wall let them come, we will stop them at the second then third. Conscript every carpenter in the city and seize every workshop, every mason as well. Be prepared to seal off the roads one after another in succession as they advance."

"What about the castle defenses?"

"If they get that far we let them have the city. The walls here are enchanted heavily against any attempt to breach them and the gate too. Celestia is a damnable fool but she at least did that much."

Motioning with his hand the officer left quickly. Perhaps he could draw up a last minute militia? Levy the locals to fight and feed them into the fire, slow the enemy... General Baros had not contacted him in many days making him worry. The last message had been that the enemy had drawn up a larger force blocking their way but they still outnumbered them.

This was the problem with magic and the undead. Magic could block them from communicating and had obviously been used to those ends. However, had that army been a diversion or a trap? Both? He knew full well his enemy had means of traveling quickly as the ancient records indicated but no record existed saying where those ancient roads were.

Staring at the dense columns streaming up the mountain in the distance he growled. General Baros was dead then along with his army. By now if he had won a message would have arrived one way or another and the fact an army had marched out of that region was proof enough.

Scowling and tracing the path they would take his eyes settled on the incredibly narrow ledge the road and rail line ran along allowing entrance into the city. It was already impossible to bring enough food in via road and rail as it was and airship had become a major means of cargo transportation. Even now his own forces within the city were fed on supplies brought in using the cargo ships.

A handful could hold off a far larger force indefinitely at such a narrow pass so long as the wall was kept up.

Walls within walls...

Steelshod mumbled to himself and continued to draw up more plans before looking at the distant columns. It was impossible to tell their numbers exactly but there were hundreds of thousands of them. Still, he held two princesses hostage and that was a bargaining chip for keeping Twilight and Cadence out of the battle.

Trapped in his new capital city, no armies to aid him and one of his best generals dead in the field. Anger welled back up inside him.

"Baros you bastard! Give me back my army!"

It was slow going forcing the entire army up the narrow pass but slowly they had peeled off one division at a time so the enemy would not notice the diminishing numbers. Ancient mining tunnel's honeycombed the mountain and Valkardian was planning on putting them to use.

A smaller portal had been unearthed earlier and now that it was active these divisions were slowly making their way through. It would be a day before they could make an actual attack. Mounts had to be left behind, this would be a street battle and due to size limitations the golemns were also left behind.

Shadow stepped through the portal and into dimly lit room, stepping aside she watched as the skeletal soldiers continued to pour out and march off into the various tunnels in silence. Valkardian and Albtraum were standing to one side talking quietly back and forth as she joined them.

Steelshod had complicated matters a great deal in the past several hours. Canterlots first gateway was now thoroughly sealed and due to how narrow it was nothing would be getting through without a long drawn out siege to wear down the defenses. Behind that more walls and barricades popped up quickly until any advance would be severely hampered.

What got her attention the most was the plight of a few thousand ponies trapped in the upper levels of the tunnel network. During the escape the families of many soldiers and officers had been hidden away in the tunnels since there was no hope of getting them out otherwise. Supplies had been taken with them but they had been exhausted along with the water supply.

Now, with the tunnels sealed by Steelshod's unicorns they were incapable of sneaking any additional supplies in. To make matters even worse they were also responsible for the circulation of a paper decrying Steelshod and now that too was blocked allowing him to say whatever he wanted over the coming days.

Valkardian and Albtraum were in agreement that while there were more pressing issues the lack of a simple sheet of paper could cause problems. It had been a happy accident that no one had anticipated but the paper they printed had caused a great deal of trouble for Steelshod the past couple weeks and would have been very useful in keeping the locals out of their way.

Without it, Steelshod could say anything he wanted and decry the oncoming hoard of undead as a common enemy and rally the locals to fight them in the streets which would only slow down an advance that would already have enough trouble advancing as it is. Not all streets were blocked off properly however so there were gaps in the defenses they could bypass but in time they too would be sealed off.

"Why not free the ponies and get them to print a few papers?"

Valkardian and Albtraum stared at her a minute before Abltraum spoke up first.

"If we free the ponies and have them make the prints then have them somehow distributed Steelshod will know we are in the tunnels and double the defenses."

"What if we held back delivery until right before the attack?"

Valkardian hummed a moment before looking at Albtraum, the two stared a long moment before shrugging.

"Might work. Gargoyles could scatter them on the streets a few minutes ahead of the attack."

"It might also give Steelshod a chance to shift his defensive lines."

"True but he must still hold the main gate with his soldiers, they will be divided anyway..."

Shadow listened for a moment before tapping her hoof softly and coughing.

"What if we brought Princess Twilight here and had her order the locals to stand aside? She is not that far away. I know you want to keep the portals a secret but-"

Albtraum nodded.

"A decent enough idea. She is close by and would be useful for making the locals stand down, we can always bag her to prevent the discovery of the portal network. I doubt Steelshod has enough soldiers to cover every last street and tunnel as it is, she might be able to get the locals to clear some away for us or at least get the process started."

"Fairly risky though..." Valkardian thought it over a moment before looking at Shadow. "I will go along with it, since it is your plan you will explain only the part she is to play, nothing more and if she agrees to play a role: bag her. Bring her here and we will begin. We have a day before the army is in place."

Shadow gave a quick bow and darted through the portal.

Shadow had never flown so fast but it only took her around two hours to make the distance. Landing outside the gate she had yelled at them to bring the princess out and after receiving a mixed bag of results ranging from fear, curiosity to happiness in seeing an ally again word was passed along.

A colonel came after a short time and after some bickering Shadow was told to enter the fortress and that the princess was waiting. Flying up and over the charred walls and walking into the castle Shadow felt a little proud, standing tall and moving forward with a purpose none dared to get in her way.

Even those with fear written across their faces made her smile to herself, they were not the enemy but the idea she could make these hardened soldiers cringe as she passed brought a modicum of joy. Entering a large room with a round table and chairs she laid eyes on the gathering of officers and royalty.

"Why did you demand to see my sister?"

Shadow studied the white stallion a moment before turning to the princess ignoring him entirely.

"Master Valkardian has a proposition for you."

The stallion opened his mouth a moment but the princess quickly raised a hand with worry working its way across her face.

"Uhhh... What kind of proposition?"

"Steelshod is fortifying the city heavily and a plan was put forward to break the deadlock before the battle begins. The families of the soldiers who defected to both you and Cadence are sealed inside tunnels and starving since the new "emperor" had them sealed inside the tunnels."

Faces turned and exchanged looks, some seemed relieved to know at least some families had escaped one fate but were not facing a new one.

"They are also responsible for printing a particular paper decrying Steelshod but now are unable to do so. Valkardian is concerned that without it Steelshod might use this as a chance to rally the city against him complicating matters. With the help of both you and those trapped it might give us an edge on getting the population to part the way for us when we attack."

"You want the ponies to rise up in revolt!?"

"I have told you only what I have been instructed too, the rest of the plan you will learn from him upon your arrival."

"You make it sound like my sister has no choice." He was glaring at her again but it was almost a laughing matter considering the past few days.

"Twilight. Yes?" Shadow watched the lavender alicorn nod slowly. "You have two choices here. First off you can say no and Canterlot will probably be burnt to the ground from the fighting. Two, you can agree to Valkardian's plan and see how many lives you can save while making our job easier. Make no mistake, the city WILL be taken one way or another and Steelshod killed."

Twilight fidgeted a little and ruffled her wings before looking at her brother. Waiting quietly Shadow listened quietly to their hushed conversation that continued to get more desperate. They had family in the city or so they assumed, their parents may have been rounded up already and taken away.

While there was a degree of trust in the room towards the undead forces there was far more apprehension. Coming to an agreement they stopped and took their seats while Twilight laid a scroll out on the table.

"I never got your name...?"

"Do we have an agreement or not?"

Shadow knew this was important but they were stalling for some reason. Valkardian would not hesitate to put Canterlot to the sword if it meant victory but he had been willing to extend a hand, Shadow hoped they would be wise enough to take it.

Twilight flinched a little before unrolling the scroll and reading.

"Cadence was attacked by assassins and saved by your own... Again. Something else that made its way into her hands a day ago was a list with the names and locations of my friends except one. Why?"

"You will have to ask him."

A rainbow streak shot out and tried to get in Shadow's face but her hand shot out and snatched the pegasus from the air before driving her into the table. The short struggle ended with Shadow holding the mare by the throat while squeezing so hard she was choking for air while in Shadows other hand a blade was drawn to the blue mares belly.

"Explain. Now."

Weapons were drawn as minds caught up with the blur of motion that had taken place and magic tried to separate them but failed, it had no effect due to Shadow's armor. Easing her grip a little she brought the mare up to eye level and repeated the question. Twilight was panicking but none dared make a move as the pegasus sputtered.

"You know where Applejack is!"

"And you thought the best way of finding out was to attack me?" Shadow re-tightened her grip a moment before removing her blade and shoved the mare aside. "Fool. Valkardian probably knows but you will have to ask him not me."

"Rainbow... You alright?" Receiving a nod Twilight beckoned for everyone to calm down and with relief they did. "I am sorry about that. Your... Actions... Have many of us wo-"

"What she means is we are all a little worried considering you murdered a hospital full of wounded and even destroyed a medical train."

"They are the enemy. They die."

"Rather black and white?"

Shadow sighed before looking at the stallion. "This war IS black and white. Have you even bothered to learn what the enemy believes? Perhaps you have read that little black book they published? You know what? Never mind. You wouldnt listen anyway, its why we had to come here and save your worthless flanks."

Anger rose up quickly making accusations of one kind or another before Shadow slammed a fist onto the table making everyone in the room go silent.

"Do we have a deal or not princess?"

"Ye-"

"I am going with her."

That stallion is going to be a pain in the flank Shadow thought as he put a hand on Twilight's shoulder and gripped it tightly.

"Two then. Fine. Lets go."

The mare from earlier tried to argue but was told no, to stay and wait. Once outside the two waited quietly as Shadow opened a pouch and removed a few items she had been given.

"You will be magically nullified until our arrival. You may not leave your confinement either. Understood?"

"Why the secrecy?"

"Shining, please dont antagonize her..."

Shadow walked forward and opened the bag before placing it on the ground.

"Because Valkardian said so. Get inside."

"You cant be serious! How are we going to fit inside that tiny bag!?"

"It is much larger inside."

Twilight became fascinated with the bag but Shadow reached out and gave her a small push, her brother "Shining" did not like this but followed quickly. Yanking the bag shut Shadow tied it off and flew off towards the mountain. The magical nullifier would hopefully keep both of them contained until delivery.

Come tomorrow morning the undead would begin their siege, three catapults had appeared from nowhere but that did not matter to him. What mattered was that only three could be fired at a time due to the narrow space, this narrow space also constricted his own deployment but considering their numbers that suited him just fine.

Tonight however things would be finalized. Come morning he would address the local population and rally them to defend the city against the undead. While the overall plan had been shattered to pieces Celestia remained his ace in the hole. Informing the two of the undead approaching had been telling.

Luna did her best to remain stoic but a flicker in her eyes told him all he needed to know. Celestia on the other hand... Steelshod leaned back on the throne remembering the look on her face. Rage, hatred, anger, pain and so many other emotions had flashed for a moment before she could calm herself down. This was also why Celestia was the one standing below him.

"I take it you understand the risk the enemy army poses?"

"Yes and I agree with you they must be stopped."

"Good. Tomorrow morning we will greet the public and you will be the one to rally them to my standard to fight off the invading forces. Yo-"

"They will fight, I have not forgotten how he betrayed me and I shall not allow him to take over Equestria! Return my horn and I will help you in destroying them!"

Steelshod had not allowed someone interrupt him in at least a few centuries without being killed, this little outburst however made him raise an eyebrow. Looking to the left Luna was struggling furiously against her bindings and trying to spit up the gag with anger written in her eyes.

"No. You will not get your horn back. Your turning the public in my favor will be enough."

Smiling at Luna only made her struggle harder as the two soldiers had to heave her back to prevent the former princess from crawling across the floor towards her sister. Waving quickly the two were taken away leaving him to relax, with Celestia so eager to support him this would be much easier.

Twilight and her brother Shining Armor had been dumped from the bag and were staring at Valkardian, a map had been laid out on a table down one of the side tunnels on a level stretch to prevent them from seeing the portal or knowing where it was if they ever back tracked.

Looking at the map it was clear to see which barricades were the most important as they had more guards than the others. Most of the attention was facing down the mountain but just as much as prepared to stop any attempt to clear away the collapsed tunnels and surge into the city.

One battalion had been reserved for defense of the castle itself but due to the cities side and how it wrapped around the mountain Steelshod's forces were at risk of being stretched too thinly.

Twilight and Shining however were feeling somewhat insulted by the situation. Twilight had been transported to one of the camps farther up earlier to get the process going before being brought down to learn the other part she would play. During this little trip the princess discovered her parents were just fine, Steelshod had seen her as being so petty and worthless that he never bothered to collect Velvet or Night Light to use against her as hostages, it was a little insulting.

"Your job will be to grab the attention of every last pony in the city and make them listen, get them to clear away barricades, I do not care which ones but so long as they clear them that is all that matters. How you do this without getting killed by Steelshod's archers or unicorns... I have no idea but you are well aware of the risks involved."

The siblings nodded as he continued on with how the papers would be scattered over the city, Twilight had a few ideas that would work well and in just under an hour the two were sent off to the camp above until they were needed.

Shadow however was worried, somewhere in the city was her sister, assuming she was still alive.

"Do you know where my sister is held?"

"Yes. Fortunately for you when the attack begins she will be far from the embarkation line, Steelshod is using the old Royal Guard barracks and officers quarters just outside the castle wall for his own personal guard now. It just so happens your sister is being stored away in one of them."

"Am I permitted to free her?"

"You will have little choice but to free her." He pointed at the map and traced a path. "That is the route you will take. He has sealed off the main castle gate but not the secondary at the back allowing supplies to be brought in and soldiers to move back and forth freely. Your objective is to follow that path and clear away an enemies while making a feint on that back entrance."

"So my attack is a diversion? How will we get inside then?"

"We will go over the walls. Celestia spent time making certain the castle walls were well warded against attack but there is nothing to stop an opponent from going over them."

"How?"

"Do not worry about that, your task is to convince them you are going to seize that back entrance and make them alter their positions while the other forces cut off any retreat from the front line at the main gate. As it happens your sister is there, feel free to let her out but be warned it might be just as dangerous to free her as to let her stay where she is at."

"I can stuff her in the pouch. What about Herr Blutlanze and Albtraum?"

"The first is keeping up the facade at the main gate for the time being. Maybe he will get lucky and breach the first wall in under twenty hours but I doubt it. Albtraum has his own mission to attend too."

Shadow looked over the map and nodded, she had her own copy of the street layout with the enemy barricades marked on it but her own path was kept quietly in her head not that it would matter.

Celestia's little speech had been short, sweet and packed with emotion spurring the citizens on to help defend the city. A greater call to arms had gone out across Equestria but due to a sudden shortage of nobles and anyone to train an army it was very doubtful if those precious few left would be able to manage. Several of her officers who had chosen retirement came forward to fill in the gaps here and there but it was not enough.

Steelshod had assigned them off to the forces levied at the last second which were now mostly assigned to helping improve the barricades which were not nearly high enough. At the first gate the undead had already begun to hammer away at the walls and gates with a great intensity that at first made them wonder if the walls would hold. They did.

His engineers figured that without back bracings behind the walls they would hold for at least a week or more despite the accuracy of the boulders lobbed at them. A tower however had been damaged, the top was blown clean off when a rock crashed into it but that was of little consequence now.

Luna had been allowed onto a higher balcony to listen to Celestia's speech without the other knowing it, from what the soldiers said Celestia's little speech had left her sister livid.

Surveying the city from his high perch as airships brought in cargo despite the siege he smiled to himself. So long as they could keep the enemy away just a little longer the new defensive lines would be completed in short order. It would take months to break through it all and by then the officers from Celestia's old guard would be well under way in drafting a new army for him.

It had been a calculated risk, sending them off despite the loss of Ponyville and the Crystal Empire but they would only be able to train a tiny force to begin with and trickling them into the fight would relieve the pressure on his own forces as the months wore on.

No sign of digging had been detected near the tunnels, those trapped below seemed to have resigned themselves to their fates and nothing "else" was trying to get out either.

Rebels... Strangely enough they had remained very silent in the whole affair, perhaps they were too afraid to get involved or knew the odds, either way it worked just fine for him. So long as the papers would carry Celestia's newest plea it did not matter.

Still... The work crews could be moving faster, most had an aversion to getting their own hands dirty he had noticed despite Celestia's urging. Barricades were being improved but not fast enough.

At least the threat of an undead army hammering at the door had stopped them from raising any questions.

A lone spy quietly stalked the hallway wreathed in a shroud making them invisible to all but the most prying eye. This was a thankless task but required none the less, one last look over to make certain there was nothing the "invisible eyes" had missed and that required a personal touch.

Guards came and went frequently but most minds were focused on the enemy beyond the walls not the one within. Targets had been provided along with points of interest that needed investigation.

A war room had been too well guarded to check and slaying the two would raise the alarm so they had moved on. Only Steelshod's soldiers patrolled the hallways and slipping into the throne room they stopped and looked around carefully.

Eye's lowering to the large circular marking on the floor the spy studied it carefully before signaling back along the link inquiring about the discovery. At first it looked like a new decoration on the floor but further study showed it to be far too recent and specific.

Runes ran in an elaborate circle and moving forward quietly they lifted the carpet just slightly and peaked under. Crouching beside the circle a dagger was drawn and lifting the carpet up higher before pausing and looking around they began to carefully and quietly chip away at the runes before lowing the carpet to hide the damage.

Moving to the far side and repeating the process before moving away quickly and down another hallway the search for other items became the new priority.

It was not a long search, more than seven guards stood outside a single door that was not marked on the diagram as being bedrooms. Debating what to do they left it for last and hurried away.

Steelshod's quarters were heavily protected but the dungeons were not. Luna was sound asleep along with a myriad of other's that had been locked up. Celestia must be locked away in Steelshod's quarters then.

Standing in the main hallway that housed the higher ranking officers they glanced both ways. There were so many guards in the hallway to slip into the bedrooms and wipe out even a fraction of the officer corp would raise the alarm, then again attacking the treasury room would get the same result.

More could be done tonight, much more but they were one as sending others would have alerted the defenders to the magical intrusion. Leaning their head back the spy caught sight of a door opening farther down.

Guards stopped and looked for a moment before moving on as an officer stepped out and walked towards them before turning off and moving towards the war room.

Late night idea?

Following behind them the hidden figure closed the gap quickly and followed them inside the room. Going over the defense plans the officer took a roll of parchment and jotted down a few forgotten details before leaving the note on the table. Looking over the scrolls in the room while the officer wrote they quietly yanked a few that were laid out in prominence and stuffed them away.

Tailing closely behind the officer as they left the room none were the wiser for the additional intrusion. Returning quickly to their room the officer went inside and began to undress rapidly.

A hand reached out and tapped them on the shoulder, spinning to see who had invaded their privacy the officer choked as a hand held their mouth shut while a blade sank into their heart. Pushing the body down and onto the bed they quickly adjusted the body and threw covers over them.

A momentary lapse in the patrols allowed them to escape, this would be the best they could do tonight on the one end which left something else to take care of.

Returning to the most heavily protected door in the castle they watched it a moment, there would be no getting inside without the two keys due to the sheer quantity of magical defenses placed here.

However, that did not mean markers could not be placed for future use. A statue nearby served perfectly to hide one marker and returning to the dungeon another on Luna's cell. Steelshod received one as well and thinking back over anything else they missed the assassin slipped away quickly to the courtyard.

Digging a small hole they placed a crystal just beside the door frame and covered it up again before waiting at the gate for it to open. There was one other thing they were aware of that could use a little attention.

Moving towards the old officers barrack's the figure moved inside quickly and began searching room by room for the new target. Moving to the second floor they repeated the process and found what they were looking for but the door was locked and even magically barred.

Peeking through the keyhole revealed why easily enough and looking the hallway over they reached up and using their dagger quietly scratched a symbol into the wall where none would look unless they already knew.

Hoof steps announced a late arrival and moving to the stairwell they watched as an exhausted captain slowly made their way up the stairwell in the dark. When they reached the last step and lifted their leg the spy leaned out and with a quick motion snapped their neck and gave the body a little push backwards.

The sound of armor crashing filled the night air as the body rolled and crashed away into the darkness raising a chorus of voices. Stepping over the body quickly on their way down they waited as soldiers ran into the building before slipping outside and walking away briskly.

Standing behind a shed the recall request was sent and in a dull flash the figure was gone.