"Something is definitely wrong here," Shining said, making a full observation of the situation he and the others found themselves in. "We've been on the run for days now, but we haven't seen a single griffon."

"Not that you're complaining," Fleur said to him as she sunned herself on the deck, taking the time to enjoy herself as much as she could while they were still free and unhindered in their actions. The fact that they were in a small bay by the Hayseed Swamp, and sheltering under trees, was irrelevant to her attempts to sunbathe.

"Well no, I'm not complaining, but you have to admit it's weird. We're some of the most wanted ponies in Equestria, and they know we're on a boat on the Celestial Sea, but they're not even trying to find us."

Fleur shrugged at Shining, "Perhaps you should take this as a golden opportunity to think about our next move."

"Or you should," Shining said evenly, "since you are the leader here."

"Right! And as the leader, I'm telling you to calm down and relax. There'll be time for stressing over things soon enough."

"I can't believe this," Shining growled to himself, irritated at Fleur's lack of motivation. The rest of them were the same, including his own parents as they treated this whole thing as an amusing adventure. Even Bon Bon and her team were chilling out on the beach nearby, dipping their hooves in the surf, and they were supposed to be the professionals.

"Frown any harder and you're going to bust something," the filly said to Shining. Like Fleur, she was stretched out on the deck, and like Fleur, few shits were being given at that moment. "What do you think we should be doing that has you so wound up?"

"Our next move! We can't just hide when we have so much to do!"

"You just said we're being hunted, and you want us to expose ourselves so soon?" The filly shook her head at Shining, "You have no idea, do you? We have to let the heat die down a little."

"Are we being hunted though?" Shining retorted. "It doesn't seem like we are."

"Then maybe they're waiting for us to make our move? I don't know."

"Except that they don't know where we're going to be! This is my point! They aren't looking for us, so we should start thinking about getting stuff done."

Fleur sighed and pulled herself up until she was sat on the deck. She gave Shining a long, cool stare, then sighed again. "Fine, but since we don't know where to start, I'm open to hearing suggestions."

"Fillydelphia," Shining said quickly, grinning with relief that he was finally being taken seriously. "We agreed that the steelworks there would be essential to Faust's plans, which is why we have to stop it being rebuilt."

"Yes, we agreed that, but that doesn't mean it's doable, so we should keep a list of options ready. We're sticking to the east coast for a reason after all." Fleur heaved herself onto her hooves, her body complaining at having been torn from its relaxation. "First of all, we need recent intel, and we only have one pony for the job, and he isn't exactly a pony."

"It wouldn't hurt us to find another flier," Shining said as Fleur whistled shrilly at the ponies on the beach, waving at them to get back onboard. "We can't rely on Thorax all the time."

"So we'll just ask the first pegasus we find shall we?" Fleur asked, shrugging playfully.

"I'm not saying that, but we need somepony to share his burden."

"Fiiine, we'll have to see who we can find that can help us do recon. Until then, let's get to Fillydelphia and see what we find about what Faust's up to."

Night had fallen before they made it to Fillydelphia, which suited their purposes fine as Thorax flew out to investigate the steelworks. Most of them kept below deck as they waited, except for Fleur, Shining, Bon Bon, and Crème, who was ready to pull off a quick getaway if they had to.

So far nothing of note had happened, and to pass the time Fleur found herself watching the lights of the city shimmering on the ocean. If she was in a more practical frame of mind, she might have been impressed that the lights were still on at all, but it hadn't even crossed her mind, although it may have crossed the others' as they stared out at the city.

"I wonder what other kind of crap Blueblood's pulled to get ponies to side with Faust," Crème said after a while. "Would the ponies rebuilding the steelworks even think about what that steel would be used for?"

"I imagine it's just a job to a lot of ponies," Bon Bon said back. "You can't blame them for needing bits to feed their family."

"If the bits are even worth anything anymore." Crème shrugged at a night that was indifferent to the plight of ponies. "Even if they are, I imagine profiteering is probably rampant in places."

"Most ponies probably just want to live their lives," Fleur said to both of them. "Builders need work too, even if it means working for Faust."

"Betraying their country you mean," Crème spat.

"It's Faust's country now," Fleur said back. She decided to not engage Crème any further in that kind of talk, because while Fleur was being practical, it did irk her that there were plenty of ponies now working for Faust, willingly or unwillingly, but mostly out of lack of choice.

Wingbeats could be heard a minute later, emphasized by the quiet of the night, and soon after Thorax landed on the boat, a worried look in his eye that had Fleur thinking the steelworks had to be heavily guarded or something.

"How bad is it?" Fleur asked.

"Bad, but also maybe good? I'm not sure."

Shining gave Thorax a confused smile, "You're going to have to give us a little more to go on there, buddy."

"Okay, well, it was being rebuilt."

"Yeeesss?" Fleur said encouragingly as Thorax struggled over his words.

"And now it is no longer being rebuilt, as of very recently, and seems to be on fire."

"Wha? What do you me-? What?"

"It's been attacked, I think, but not by us."

Fleur turned to look back at the city again, her mind drawing a blank at Thorax's news. The steelworks had already been attacked? By who? Was it something to do with what she'd done in Manehattan, as unlikely as that seemed? She needed answers, and she needed now.

"Crème, take us to shore. I want to see this myself."

It was definitely on fire, but perhaps the most noticeable aspect of that was that nopony was attempting to put it out. There were bodies too, although it was difficult to say who they were from the small hill they were using nearby to observe events.

"This goes way past knocking some scaffolding over," Rocky said, his amber eyes glowing in the firelight. "There's something weird about that fire though. It's burning on things that aren't flammable."

"Some sort of chemical fire bomb then?" Fleur asked him, only getting a shrug in return.

"That was Tootsie's area of expertise," he said sadly. "One of them at least." Rocky sighed as he remembered their fallen teammate.

Fleur nodded silently, not wanting to push Rocky for knowledge he didn't have. She suspected it had to be the case though, as a pile of bricks were on fire, and bricks weren't exactly known for their ability to burn. In fact, where the steelworks was concerned, that was probably the complete opposite to what they should be doing.

"Yeah, I'm stumped," Fleur admitted. Rocky, Shining, the filly, and Thorax nodding along with her. "Hopefully Bon Bon and Flicker can find something down in that mess."

"Does it really matter though?" the filly asked. "We want to destroy this place, and lo and behold, it is destroyed. Our wish has come true."

"It matters," Fleur said, "because it mightn't hurt to know the ponies responsible for doing this. I also would've waited until it was half built, just to waste more of their time. Wait, no, we don't have explosives. Ignore me."

"Consider it done."

The five of them settled in for the wait, being ignored by everything and everyone as they watched the fires slowly die out on those things that weren't flammable, while those that were burned all the brighter in comparison. Ten or more minutes passed before Bon Bon returned with Flicker, and with an extra guest slumped over Bon Bon's back.

"Who's this?" Shining asked as Bon Bon dumped the earth pony to the ground. Since that didn't get so much as a groan out of the mare, they quickly surmised that she was in fact deceased.

"Don't know, don't care," Bon Bon replied to Shining, "but what does interest me is how she died. Bon Bon rolled the uniformed mare onto her front, showing two bloody puncture marks on her back, just behind her shoulder blades.

The filly stuck her tongue out at the body, "Did you really have to bring a body here to tell us a pegasus killed this pony?"

"Yes, because that's not all I'm trying to show you. First of all, all our pegasi surrendered with the rest of our forces at Canterlot, so how are there armed pegasi still fighting? And secondly, there's this."

Bon Bon rolled the body some more, demonstrating that the mare's back was also broken, but that wasn't the point she trying to make. What she was trying to show as she pulled the uniform away from the body, was the bruises that covered much of the mare's off-white coat, although it was hard to tell in the dark.

"What are we looking at?" Shining asked, lighting his horn up without being asked. His eyes widened at the bruises, "They don't look very old. Not fresh, but not old either. She looks like she's been beaten, and not in a fight."

"That's what I thought," said Bon Bon. "The funny thing is, out of all the bodies I've seen, hers was the only one like this. The others only had the wounds that had killed them."

"Maybe she just had an accident," the filly suggested. "Shit happens outside of wars."

Bon Bon nodded at the filly, "I thought so too, right up until I saw this." Bon Bon pulled the mare's collar down, uncovering a half attached bandage. Pulling that aside, it was revealed that the mare had a brand on the side of her neck consisting of the letters NB. It looked about as old as the bruises did.

"Good grief," Fleur muttered, sympathising for the mare in a way the others couldn't. Beaten, branded, and a few days later, killed. It was hard to not feel sorry for her. "Any idea what 'NB' means?"

"It means nonbeliever," said Flicker, a slight frown on her face. "You used to see this back before the war started, a few months into Faust's takeover. Ponies would sign up to the army, either out of a sense of duty, or whatever, but if they didn't believe in Faust like the majority did, they quite often ended up having something like this done to them. The brand was always put under the collar so the pain of it rubbing would constantly remind them of their blasphemy."

"So everypony not completely under Faust's control ended up like this?"

"Not everypony, if they were smart, and it only really happened in the forces."

"Did you do this to anypony?" Shining asked Flicker, his eyes narrowed.

Flicker quickly shook her head, "Ponies in the Shades were among the first to be placed under Faust's control. She only wanted the faithful to be a Shade. There was no need to do this to anypony there."

"There's no need to do this to anypony at all," Fleur said to Flicker.

Flicker winced at the subtle rebuke, "Right, of course not. Sorry."

"That's better. More to the point though, why was this done to her now? She's a Mareitanian soldier, so why would she be marked as a nonbeliever? Do you think this had something to do with Twilight's messing up of Faust's crystal?"

"That shouldn't make any difference to the ponies already here," said Bon Bon. "Or that's what Twilight said at least. Maybe she's fresh here from Mareitania, and has been affected by what Twilight did."

"Maybe she's an Equestrian." Shining shrugged as the others looked at him, "You know it's a possibility."

"One I'd rather not think about." Fleur stood quietly, her eyes roaming over the body of the mare, and ending it with a sigh. She still felt sorry for the mare, nothing was going to change that, but it also wasn't helping, so she pushed the mare's fate out of her thoughts. "I think it's time we got out of here. Bon Bon, take the body back, and let's go."

Now they knew what to look for, and where, they could see the glow coming from the fires from out in the bay. It was the perfect backdrop to the discussion they were having about who could've done it.

"I'm just saying that maybe some of the Air Corps got away," Shining argued. "Rainbow, Lightning, and Vapor did, so why not some of them?"

"I really don't think the Air Corps would be brave enough to carry on the fight now," Fleur argued back. "No offence to them, but they weren't the best or most courageous fliers Equestria had to offer. Maybe if some of the Wonderbolts were leading them, but the there's barely enough Wonderbolts left to count on your hooves, and most of them were taken prisoner."

"Maybe the Exiles returned," was the filly's suggestion. It made Fleur smile, but she sincerely doubted that they would be seen in Equestria for a long time, if ever.

"It's a nice idea, filly, but you know they lost interest in fighting."

"Maybe they realised they were wrong?"

Fleur shook her head, "I doubt it."

"You don't know that."

"Filly, please, I know you want to believe in them because they're your people, but they left, and are unlikely to return while Equestria is under Mareitanian control."

The filly took a breath and released it through her nose, "Yeah, I know."

Fleur smiled sympathetically, understanding that it had to be disappointing for her. "Any other suggestions?"

"What if they really are just civilians fighting back?" said Rocky. "I can't explain where they got the weapons, or the training to use them, but it's the most logical explanation I can think of."

"Actually, it isn't," Twilight Velvet said, raising her hoof with an apologetic smile. "I don't suppose any of you put any thought into what happened to the Night Guard after the war ended?"

Fleur hummed thoughtfully. The Night Guard certainly fit the bill, and she honestly hadn't put any thought into what had happened to them after Canterlot. If she had she'd only have assumed they surrendered with the rest of Equestria's forces. Thinking about it now though, she could see what a silly assumption that would be. The thestrals were about as likely to surrender as Luna was.

"Why now though?" Bon Bon asked as Fleur mused on the idea. "Why do this on the very night we were going to do the same thing?"

"Griffons," Shining answered her. "They must've noticed that the griffons are missing too, and decided to act on it. Maybe they're even doing this to try and draw the griffons out."

"They'll certainly draw something out," Fleur commented offhandedly. "I guess the only way to find out is to stick around and find out. Maybe we'll even encounter whoever did all this."

"We'll have to hide the boat," Crème said from her position in the helm. "We're a bit too obvious out here."

"And some of us are still wanted ponies," Shining added. "I think some of us are going to have to stay on the boat while others go investigate."

Twilight Velvet and Nightlight both perked up. "Is it time for another little excursion?" Twilight asked as Nightlight smiled happily. "It'd be nice to get on solid land for a little bit."

"I'm not going," the filly said quickly. "Not with them."

"Tough luck," Fleur told her. "We need somepony going with them that the thestrals might recognise if they're around. Unfortunately for you, you're the only one with the freedom to go with them."

"Urrgh, so unfair." The filly pointed a hoof at both Twilight and Nightlight, "I'm telling you now that you'd better have some respect for certain ponies this time, and I don't mean me."

The filly kept her ears down as she trotted in front of Twilight Velvet and Nightlight, looking every inch the petulant teenager on an outing with her embarrassing parents. She was far from embarrassed though, and was veering more solidly into enraged as the two adults made no attempt to blend in.

"We really should've come here before now," Twilight Velvet said to her husband. "I always thought it'd be more industrial, but it's actually quite lovely.

Nightlight, for his part, merely nodded. While he was listening to his wife, he was also keeping an eye on Swift, and could tell that she was about ready to blow up at them. Whether it was at being stuck with them again, or for what had been said last time, he couldn't tell, but he could see it in Swift's... well, everything.

"Oh my goodness, look at that statue of Chancellor Puddinghead!"

Nightlight's world lurched sideways as he was dragged over to the statue in question, the filly following with a frustrated groan. "We're not here to see the sights! We're supposed to be part of the oppressed masses!"

"No reason we can't do both, deary," Twilight Velvet said in a chipper tone.

"We aren't tourists!"

"Actually Velvet, Swift's right." Nightlight fought against Twilight Velvet's pull, stopping her. "We can't go running around looking at everything when we're supposed to be blending in, and have a job to do."

"I'm perfectly aware of that," Twilight Velvet hissed between her teeth. "While I'm personally wondering why the Mareitanians haven't torn down all reminders of the founders, I'm also hoping to take a moment and watch what's going on."

"Oh," Nightlight and the filly said together, thankful that Twilight Velvet wasn't wasting time. Although if the filly were pressed, she'd probably say they were.

"Now, take a moment and think about what you can see," Twilight Velvet said in an overly condescending manner as she dragged them both over to the statue.

The filly sighed, not really interested in playing this game, but since it had the two morons with her paying attention to things, she went along with it. "Nothing seems too out of the ordinary to me. Well, I say ordinary, but you know what I mean."

"Exactly. If there was an attack here last night, why isn't it being discussed? Why aren't ponies more concerned?"

"They knew it was going to happen," Nightlight said thoughtfully, "or at least they're aware of who did it, and aren't worried by them. I wish there was a newspaper we could pick up and read about this."

"There is that," the filly said, pointing up to a small poster pasted to the side of the plinth the statue was on. It was offering a thousand bits on the identity and location of whoever was conducting the attacks. "I wonder if anypony knows enough to tell them anything about who did it?"

"Would they even want to?" Nightlight asked. "Why sell out the ponies fighting to protect you?"

"Because you're thinking of it from the nice direction it's currently going in. As soon as the Mareitanians start putting pressure on the ponies here, they won't be thinking quite so fondly of the ones doing the attacks. Classic Mareitanian tactic."

"And what makes you think they'll do that?"

"What makes you think they aren't already?" the filly asked back with a shrug. "I know we haven't seen any griffons yet, but that doesn't mean there aren't soldiers on the way. Once they're here, they'll probably get a lot more pushy than they are now."

As if to emphasize the filly's point, but not quite managing it, a quartet of soldiers entered the area, their weapons held ready in case they needed them. Most of them seemed on edge, and as they made their way across the square it was clear it wasn't just a patrol. They didn't interact with the other ponies there, but did stop at one of the shops. Two of them stopped outside while the others went in.

"That shop has a broken window," Nightlight observed as they waited and watched. "I wonder if this is related to what happened last night?"

"It is a hardware store, so it wouldn't surprise me," said the filly. "Probably stole their oil or something."

"And why would you think that?" Twilight Velvet enquired.

"Because Twilight did almost the exact same thing in Mareitania, except we were using it to destroy siege weapons attacking Puddingarde." The filly waited for the other two to make some kind of comment, and was pleased when they didn't, although they did share a look. "Wait, there are more soldiers coming, and some other ponies too."

As the filly had said, four more soldiers were coming across the square, and with them were two ponies, one in a different uniform, less rigid and armoured than the soldiers', and the other totally uncovered. The naked one was a beige earth pony mare, with a long blue-black mane and tail, and from that description alone they knew who it was; Black Rose, leader of the Shades.

"This must be getting some serious attention to get the head of the Shades here," the filly said as the two Shades entered the shop. "Perhaps we should head out of here and get to the steelworks to see what's happening there as well."

"Not yet." Twilight Velvet's face was taut as she stared at the soldiers outside the shop. "I want to go talk to the shopkeeper after they're gone. Hopefully he might know something about who did this."

The filly shrugged at the idea, "Alright, but it wouldn't surprise me if they take him in for questioning."

"They probably just want to know what was taken, and if he saw anything." Twilight Velvet sighed as the filly shrugged at her again, "You're going to wear yourself out shrugging so much." The filly shrugged at that too, and settled in to wait.

"We should probably try to not be seen," the filly suggested a minute later. "It occurs to me that this Black Rose might be one of the few ponies to know exactly who we are."

"There's a scary thought," Nightlight muttered as the three of them slipped around the side of the statue. A couple of minutes later they spotted the soldiers heading in the direction of the steelworks, the two Shades with them. Twilight Velvet trotted out of cover as soon as they were gone, and headed straight for the shop. The shopkeeper, an older stallion with a balding pate and sideburns was sat behind the till, his eyes glazed over as he stared into nothing. "Hello?"

"Gah!" The stallion shouted, jumping into the air as his wings instinctively started flapping. "Good grief! You walk quieter than a cat!"

Twilight Velvet smiled apologetically, "Sorry."

The shopkeeper fluttered back to the ground, "Store's closed anyway, so I'm afraid I can't help you with anything."

"Actually, we saw those soldiers come in here, and wanted to make sure you're okay. They didn't rough you up or anything, did they?"

"No, no, they were quite reasonable, considering. They just wanted to know about the break-in last night."

"Oh," Twilight Velvet gestured behind her, "you mean the broken window? Who was it?"

"Not sure. It was dark, and I couldn't see them. The only thing I could tell was that they were all fliers."

"That's a shame. Did they take anything valuable?"

"Sort of, and this is the part that gets me in trouble with those soldiers. Those ponies, whoever they were, took pretty much anything that would burn, lamp oil, heating oil, all of it, and I'm smart enough to know the soldiers think it's related to the attack on the steelworks."

Twilight Velvet feigned surprise, knowing full well that it had to be related, and was annoyed that neither her husband or Swift attempted to play along. "Do you think it was related?"

The shopkeeper squinted at Twilight Velvet, "You seem awfully curious about this. You're not with the soldiers are you? Or some other bunch of ponies working with them?"

"Not at all. I guess I'm just letting my curiosity get the better of me. Are you going to be okay here?"

"I'll be fine. I mean, times are hard enough after the war and everything, but I'll survive." The stallion smiled at Twilight Velvet and picked a broom up in his wings, "If you excuse me, I best get back to cleaning up, and you better get out of here. The last thing any of us want is some broken glass in their hoof."

"Right, of course. Sorry to bother you." Twilight Velvet ushered the other two of the store, and stood there for a moment feeling very pleased with herself. "I think that went well."

"Is that so?" the filly said with false cheer. "I'd love to know what you think you've learnt doing that!"

"Well-" Twilight Velvet stopped as she tried to recount what they'd learnt. The fact of the matter was that they didn't really learn anything much, other than that the break-in and the attack were related, which they could've expected anyway, and didn't actually help them. The worst part was that the filly knew it, and made no attempt to keep it off her face. "Fine, you got me."

"It was a noble attempt," Nightlight said in consolation, kissing her on the cheek. "I guess the only thing left for us now is to keep an eye on the steelworks and see what happens."

"And not get spotted," the filly reminded them. We're stuck here until night-time now, which is several hours worth of daylight to get spotted in. I'm tempted to say screw it if there are griffons around, because they'll spot us in seconds."

"And who put you in charge?" Twilight Velvet asked imperiously.

"Providence, but mostly Fleur did, because I have way more experience at this than you do."

"I think you are giving us far too little credit."

"Sure. Keep your head down until tonight, and I might just give you a little more."

It seemed as though somepony was taking the attack on the steelworks very seriously, because as the three ponies claimed the spot that had been used the night before, they were met with the sight of hundreds of soldiers crawling over the construction site.

"Holy moley, that's a lot of soldiers," was Nightlight's opinion as they lay on their bellies, hoping the long grass would keep them hidden. "I'm actually wondering if this wasn't the first attack along here, or if they're really just over compensating."

"Or this steelworks is too important," said Twilight Velvet. "It's the only one in Equestria with the kind of mass production you need to build things."

"And how do you know that?" the filly asked suspiciously, only getting a small shrug as an answer. "Whatever. I think the most important thing to take from all this is that I still haven't seen a single griffon. If the ones that attacked this place were all fliers, you'd think griffons would be a must."

"Well, the griffons were mercenaries, weren't they?" Nightlight looked to the other two for confirmation, "Maybe their contract ran out?"

"I think Faust would've signed a new one pretty... quick..." The filly trailed of as two large quadrupeds ambled across the construction site, their large, bulky bodies covered in a strange garb. Two large horns came from the sides of their heads. "What the fucking hell are those?"

"Language," Twilight Velvet scolded, even though she knew it was pointless by now. "Those appear to be yaks, so I guess it's true that they've joined Faust's army. I do not relish the thought of fighting against those."

The filly looked sideways at Twilight Velvet, "Since when are you going to be fighting anything?"

"Never say never," Twilight Velvet replied, sounding far too defensive for the filly's likes. "You are right about the lack of griffons though. If they aren't here to help hunt down the pegasi that did this, then they probably aren't here at all. Not unless Faust has them off doing something even more important."

Nightlight raised an eyebrow at his wife, "What could be more important than defending Equestria's essential infrastructure?"

"I honestly don't know. Maybe they're acting as the vanguard to attack somewhere else?"

"Possibly," Nightlight conceded, right before breaking into a goofy grin. "Check us out, it's almost like we're getting good at this stuff."

"I know!" Twilight Velvet giggled as the filly rolled her eyes. "What do you think, Swift?"

"Oh you've definitely nailed down that there are no griffons here, that's for sure."

"I get the feeling you don't have a lot of friends," Twilight Velvet said bluntly to the filly.

"Sure I do, but a bunch of them are in Mareitania, and a bunch more of those are possibly dead, and some of my friends are prisoners in Ponyville, while the others are off trying to save the world at the same time as some others are being mind-fucked into conquering it. Tell me, Mrs Twilight, where are all your friends?"

"Canterlot, mostly. I imagine some are trying to cozy up to the new regime in an attempt to keep their lives comfortable." Twilight Velvet smiled at the filly, "Any other questions?"

"Sure," said a feminine voice behind them, "what are you doing here?"

The three of them tried to turn around, but the sharp prick of blades between their shoulder stopped them. The only clue they had to the nature of their assailants was the flapping of wings, which sounded different to the sound of pegasus wings.

"You guys are super stealthy," the filly said, impressed that whoever it was had got the drop on them so easily. "I don't suppose you happen to be the Night Guard, do you?" She sighed as she got no answer, "Strong, silent types huh? Okay, well I think we both know that if you were going to kill us, you would've done it by now, so I'm just going to turn around."

"I really suggest you don't," the voice said as the filly started to wriggle around. "Not unless you want a new hole to breath through."

"Okay, look, your Night Mother is going to be pretty pissed if you kill any of us, never mind what Twilight would do to you, so how about we just knock all this pretence off and hug it out?" The filly squawked as she was roughly picked up and slammed back down with her back to the ground. When the pain faded enough to open her eyes, she found herself looking into the bright blue eyes of a pale grey thestral mare with an equally bright blue mane. Behind her was a half dozen other thestrals. "Misty, isn't it?"

"How do you know about the Night Mother?"

"Misty, it's me, the filly, from Mareitania?" the filly added as Misty looked unconvinced. "I was friends with Twilight, and Trixie, and all those guys. Shadow was the one that told me about the Night Mother, and how it's one of the names you use for Luna!"

"That's Princess Luna to you," Misty growled. "I'm also pretty sure that the filly was an earth pony."

"My wings had been cut off when I was small! Smaller! Come on, Misty, surely you remember me?"

"Yeah, I guess." Misty backed off and sheathed her blade, allowing the filly to stand. "Who are these other two?"

"Twilight Velvet and Nightlight, Princess Twilight's and General Armour's parents. We're also here with General Armour himself, and Director of Equis, Fleur de Lis. Do I have to throw any more fancy titles around, or do you believe me when I say killing us would be a terrible idea?"

Misty gestured for the thestrals pointing weapons at the two unicorns to let them up. "You better not be lying to me. If you are, I'll kill you myself."

"That's a bit over the top, isn't it? Give me a good kicking maybe, but kill me?"

"Our secrecy is essential," Misty explained. "Frankly you already know more about us than I'm comfortable with." Misty glanced up at the steelworks, and her eyes went wide as she saw the ponies there start running towards them, along with the two yaks. "We've been spotted, time to go."

"Wait, what about us-aaahh!" The filly shouted in surprise as Misty grabbed hold of her and dragged her into the air. Below them, two pairs of thestrals took hold of Twilight Velvet and Nightlight, lifting the two unicorns between them.

"Wait, you have wings. Why the hell am I carrying you?"

The filly grabbed on to one of Misty's legs as the thestral threatened to drop her. "I don't know how to fly yet! I haven't learnt!"

"Are your wings that new?"

"You've probably kept food in your fridge longer than I've had these wings. Canterlot fell not long after I got them, so I never got to learn how to fly."

"Huh, that sucks. Don't look at any of us to be teaching you though, because flying with feathers is probably different to how we do it."

"It's fine." The filly shrugged in Misty's grip, "I've just about got the hang of gliding, mostly by throwing myself down the stairs, but the rest of it is taking some time." She looked around as she noticed they were flying northwest, away from the ocean. "Where are we going? The others are on a boat to the south of Fillydelphia."

"Hollow Shades."

"Hollow Shades? What's there?"

"Home."

"...Didn't you come from Caverndown?"

"Uh... it's-ah, more of a-um... spiritual home."

"That was a terrible save, and you know it."

There was a derelict village in Hollow Shades. That's all that the filly could really find to say about the place. The place was gloomy and depressing to say anything more about it, and she could fully understand why the ponies that lived here decided to leave. For the night loving thestrals though, she supposed it was perfect.

They passed over the village, then looped back south towards Foal Mountain, which is where the filly learnt, to her utter lack of surprise, that the thestrals were living in some caves. Why they chose to do so when there are far nicer options was beyond her ability to comprehend. Maybe it was the dragon and bat in them?

"We're here," Misty announced as she dropped the filly off at the narrow entrance into the caves. A moment later Twilight Velvet and Nightlight were dropped off as well.

"If we do that again, it'll be too soon," Nightlight groaned. "Where are we anyway?"

"Foal Mountain," said Misty. "This is where my kin that didn't leave Equestria after Luna's banishment ended up. Officially it's named Nostralis, but most of us here call it Batsburg."

The filly rolled her eyes, "I'm guessing only thestrals get to call it that?"

"Don't know. You're the first non-thestrals to come here in the time I've lived here."

"I thought you lived in Canterlot, being part of the Night Guard and all?" the filly asked as they started the descent into the caves. The cave started out as a typical cave, but within a dozen meters it changed into an actual hallway, carved into the rock itself.

"When I say this is home, filly, I mean it's more like the home of the thestrals, rather than my personal home."

"Oh, so she gets to call you filly?" Twilight pouted at the filly, while Misty looked back at her with confusion.

"That's her name, isn't it?"

"Actually, my name's Swift Wings, but I only started using it after I came to Equestria. Only my friends call me filly now."

"Makes sense. Just so you know, it gets pretty dark in here until we reach Batsburg, and it's pretty dark there too, to be honest. You unicorns might want to light your horns up."

Two flashes of light lit the square cut passage, dimming down a second later to two steady lights that lit up the passage around them, while illuminating how dark it was everywhere else. For those not used to it, it was quite oppressive, and they found themselves not wanting to say anything to disturb it.

Eventually they reached the end, and the passage opened out into a huge, round chamber, lined with different levels that went up into the roof of the cavern, the exact centre of which held a pale white orb that cast a pale moonlight like illumination over everything, and was bright enough for even the non-thestrals to see by.

"Woah," the filly said as they stopped to take in the sight. "This place is awesome. How long has this been here?"

"Centuries," Misty replied. "It's not quite Caverndown, but it's a lot easier on the eyes without having bright, shiny crystal everywhere. Now come on, we need to go see the Captain."

"Uh-huh," the filly murmured. She was too busy looking around to do much else. Two dozen layers filled the cavern, and seemed to follow a pattern where businesses filled the lower levels, while the upper ones were residential. It was unusually well thought out, to the filly's mind at least, but there was one thing that struck her as odd. "Why are there ramps everywhere? You all have wings."

"For those few, non-flying visitors we have, and believe it or not, you aren't the first pony in the world to lose a wing or two."

"Alright, but couldn't you have built a lift? Must be annoying to have to walk everywhere."

"That's where we're going." Almost as if to answer the filly's query, Misty led them two platforms that continually moved up and down in opposition to each other, never seeming to stop. You simply had to jump on while you could, and jump back off where you wanted to go. "Mind the step."

It was a minute until one of the platforms reached the bottom level where they were, and they quickly jumped on in the brief window they had where it was stationary. Then it started going up again, carrying them higher into the city until they reached the middle level where they disembarked.

"What powers this?" Nightlight asked in wonderment.

"Underground rivers as far as I've come to understand. I think I heard something about it being diverted off the river from the Neighagra Falls. Anyway, keep following me, and we'll get you to the Captain."

There was another passage that Misty led them through, although it was much shorter than the one that brought them to Batsburg. On the other side of it was another part of the city, but one that only consisted of four levels, although that was being was being expanded upon judging by the tools on the ground floor.

"This looks new," Twilight Velvet said as Misty led them up to the highest level.

"It started getting built when the ponies learnt that we'd be coming here from Mareitania. Before this there was only the other section, but they dug this out and moved some things like the infirmary here so we could keep the residential part together. It also happens to be where the Night Guard have based themselves. Come on."

On the top level was a dedicated post for the Night Guard, marked by the eye symbol they kept on their armour. There were plenty of thestrals around wearing the distinctive purple armour, and each and every one of them was armed, like they were ready for action at any moment.

"Are you expecting an attack?" the filly asked as they passed a room where more Night Guard were gearing themselves up.

"With Faust in charge, we're having to gather supplies like we did back in Caverndown, which for the most part means us taking it from military targets. Just like the good ole days, except considerably more dangerous. We're doing okay for food, but our medical supplies are getting low. Just ask Shadow."

"Shadow? Is she okay?"

"Mostly. I know you two got along, so I'll take you to see her once we talk to Captain Greywhisker."

The filly swallowed and nodded, following Misty to what she assumed was the command centre for the operations being carried out here. There were thestrals rushing around, and orders being issued by a gruff thestral that the filly knew was Greywhisker from his voice alone.

"Have the patrols been switched yet?" he asked a mousey brown thestral.

"Last one hasn't come in yet, sir, but they're ready to go as soon as the last one is back."

"Good. If those reports were accurate, the Mareitanians are starting to gather the courage to explore deeper into Hollow Shades. We can't have them sneaking up on us."

"Yes sir, I know sir. I'll let you know when the patrols are changed."

"Good." Greywhisker looked up as Misty entered the room, and was about to ask about the situation in Fillydelphia when he spotted the other three ponies with her. "Misty, who are they, and why are they in my command centre?"

"Sorry sir," Misty said, snapping to attention. "We found them spying on the steelworks, and I decided to bring them here."

"And why would you do that?"

"Because the unicorns are the parents of Princess Twilight and General Armour, and the filly is the adopted daughter of Director de Lis. They claim that neither of those ponies are imprisoned in Canterlot like we thought."

"I broke them out," the filly said smugly, buffing a hoof on her chest.

"I doubt that," Greywhisker said back.

"Alright, so maybe I stole the key that helped them break out, but it was a pretty important part of the breaking out process."

"Of course. And where are they now?"

"On a boat we stole in Manehattan, south of Fillydelphia. We were going to attack the steelworks ourselves, but it seems you beat us to it."

"So you're fighting back then?"

"We're... trying to," the filly admitted sheepishly. "There's only like eleven of us, and six of those aren't what you'd call fighters. Apparently what you have going on is way more effective."

"And yet it isn't enough," Greywhisker sighed. "Most of our efforts are going into making sure everypony here is safe and fed. The attack on the steelworks was mostly to test a hypothesis while slowing their efforts to rebuilt. Speaking of which, report please, Misty."

Misty saluted as she delivered her report, "Not a single griffon to be seen, Captain. It seems Chocola's report on them going to Griffonia was accurate. However, almost five hundred soldiers were sent to defend the steelworks, and amongst them were two yaks, so we can definitely confirm their presence."

"They must be taking the rebuilding of the steelworks seriously to send that many troops to defend it."

"That's not all," the filly piped up. "While we were in Fillydelphia, we spotted Black Rose and another Shade questioning the keeper of the shop you raided. Faust must be taking what you did super seriously to send the fricking leader of the Shades to investigate."

"So it would seem." Greywhisker hummed thoughtfully, then started searching through some papers on the table in the middle of the room. "Since you're in the company of both Fleur de Lis, and Shining Armour, I don't suppose you've made contact with the princesses?"

The filly grinned at Greywhisker, "Actually, we have a direct line to Twilight. She's with Luna, Cadence, and some others. Currently they're trying to recruit the griffons into building an army to fight back."

Greywhisker stopped to stare at the filly, "You aren't lying, are you? Good grief, Princess Luna must be desperate to try getting the griffons to fight with us."

"You don't approve?" Nightlight asked, getting a scoff out of Greywhisker.

"Griffons rarely try to be helpful, so I don't expect the princesses efforts to amount to much. I am wondering if it has something to do with this." Greywhisker placed a report on the table in front of the three ponies, "The griffons, by which I mean the Bloodfeathers, took a number ponies from the Ponyville prison camp. I can't say why, or if it was approved by Faust, but they were spotted being taken to Griffonstone. Hopefully they aren't being taken as a snack."

Twilight Velvet raised her eyebrows as she skimmed over the report, "You think the Bloodfeathers are going to use the ponies in Griffonia?"

"We know Commander Theron has designs on deposing his father, and is certainly no true ally of Faust's. I'm wondering if he's going to use those ponies to goad Griffonia into attacking Faust, because if so, the princesses will have their hooves full, and should be warned if possible."

"That's back with Fleur on the boat," said the filly. "You'll have to take us there to get a warning out."

"Actually, I'd like to talk with General Armour myself, so I will be joining you when you're returned. Currently we have the numbers to pull together for an occasional attack, but doing that while maintaining Nocturlis and gathering intelligence is stretching us. I'm hoping that if you're willing to do that for us, I can ease the pressure on my thestrals a bit, and allow us to pull together for a bigger assault if needed."

"Sounds good to me," the filly said cheerfully. "I will have to remind you that there's still only eleven of us, so don't expect brilliant intelligence too soon."

"As I am aware, but I'll have to discuss the full details with the General and Director when I see them. Unfortunately I'm busy at the moment, so you'll have to wait until I'm done. Feel free to explore the city until then."

"Actually, there's somepony I'd like to see first."

"So were you going to let me do all the talking then?" the filly asked as Misty escorted her, Twilight Velvet, and Nightlight to the infirmary.

"You seemed to have it well in hoof," said Twilight Velvet. "I'm honestly feeling a little out of my depth after being abducted by bat ponies."

"Don't call them that!" the filly shouted as Misty turned to glare at the unicorn. "Really, really don't call them that. They're called thestrals."

"Oh, uh, sorry." Twilight Velvet grinned sheepishly at Misty, mollifying her for now. "As I said, I'm a little out of my depth. I'm starting to think I'm- we're going to have to ask Shining for some lessons on how to better defend ourselves if we run into ponies considerably less friendly than the thestrals here."

"I did learn fencing once," Nightlight said in a distant voice. "I'm not sure that's going to stand up in a proper fight though."

"And make you guys marginally more useful?" the filly gasped sarcastically. "Perish the thought. Maybe then you could contribute to the conversation a bit more."

Twilight Velvet breathed her irritation out through her nose, "We're trying, okay? I'm sorry we're not big, tough ponies like Shining, or Bon Bon, or even you. I'm a housewife for goodness sake's, and Nightlight's an astronomer! Not exactly useful skills in this situation."

"Apart from when you're cooking one of your delicious dinners," Nightlight offered.

"See? I'm typecast into the role!"

"Alright, sheesh. I'm sure Shining would be more than happy to put his parents further into the firing line than he already has, now if you'll excuse me, I'm here to see somepony. Wait here."

The filly kept following after Misty, ignoring the short complaint Twilight Velvet made as she wondered why they kept getting bossed around by somepony half their height, and a third of their age. Frankly she still found her tolerance to the two of them to be flagging after Manehattan.

"Hey Shadow," Misty said as she entered a room up ahead. "Got a visitor for you."

"A visitor? Who?"

The filly walked into the room, a smile on her face for the dark haired thestral. It quickly dropped off when she saw the pony in question, sitting as she was in a chair by her bed, one of her back legs hanging off the front. The other just... wasn't there. "What the fuck happened to you?" The filly froze as she realised she'd said that out loud, "I'm mean, hey Shadow! How's it going? Heh heh..."

"I dare say it could be better," Shadow said slowly. "What are you doing here? How are you here? Misty?"

"It's a long story, I'll tell you later when I don't have things to do. I'll see you later."

"Sorry, Shadow," the filly said when Misty was gone. "I figured you'd been hurt since you were in here, but I wasn't expecting you to be... like that."

"Missing a leg you mean? You can say it you know, I'm fully aware of what's happened to me."

The filly winced at the harshness of Shadow's voice, "How did it happen?"

"A griffon messed my leg up at Canterlot, like really bad to the point that it wouldn't have healed right anyway. Then it got infected, and one of the things were lacking are antibiotics, so when it got really bad, there was only one thing to do." Shadow drew a line on the chair below the stump of her back left leg. "Yep."

"Well that sucks."

"Putting it mildly, yes, it really does. Hopefully those healing thingies work on thestrals when we get the chance to use one on me." Shadow shrugged, and let a tiny grin show her fangs, "Still, you should've seen the other guy."

"No thanks, I'd like to keep hold of my lunch." The filly grinned back at Shadow, but it shrank as the thestral lost her own. "You are okay though, right?"

"Oh sure. I mean, think of the savings I'll make now I can make a pair of socks last twice as long. Totally worth losing a leg for." Shadow sighed as the filly laid her ears back, "Sorry kid, I'm probably not the best company right now. I'm just sick of sitting here being all useless, draining what scant resources we have, only to give nothing back."

"You can still fly, can't you?"

"Yeah, but I can't fight any more, and until I learn to compensate for my missing leg, I can't go that fast either. I can't patrol, I can't scout... I can't do anything."

"Then why not put you to work in the command centre?"

Shadow laughed once, "Greywhisker tried to put it nicely by telling me I need to rest, but the truth is I can't move very fast, and I'll just get in the way."

The filly nodded, understanding where Shadow was coming from, and yet already sick of hearing the self-pity spouting from her mouth. "If that's all true, why are you sat here instead of training yourself to get better at moving on three legs?"

"Because it's just... not that simple."

The filly snorted and slowly spread her wings, "Oh? Tell me more."

"That's different. You still had all your legs to get around on."

"And I certainly didn't have a massive part of my identity as a pony torn off along with my wings as I was thrown out to survive in a harsh and unforgiving world that hated pegasi. A missing leg would've been a blessing compared to all that. Come on Shadow, what the fuck? You're better than this."

"Not anymore I'm not. Look, if you're here to remind me how useless I am, good job. Now if you'll excuse me, I have some unexciting staring at the wall to get back to."

"Or you could come with us! We're looking for another flier to do some scouting, and we're more interested in accuracy than speed. You'd be perfect!" The filly pouted as Shadow said nothing, "Or you can stay here and drown yourself in self-pity, instead of getting back out there and doing something. Sure you lost a leg, but that only becomes a problem if you let it. It's entirely up to you."

Still there was nothing from Shadow, and not knowing what else to do, the filly stood and made for the door. She stopped and sighed again as Shadow pretended she wasn't there. "Come on Shadow, don't let becoming a miserable sack of shit be your epitaph," she said, closing the door and hoping Shadow came out of herself.

It was a couple of hours until Captain Greywhisker was free to escort them back to the boat. A couple of hours that had been spent exploring Batsburg from top to bottom. As Misty had said, it didn't quite have the aesthetic charm of Caverndown, but won some points back by not buying its independence with propping up the enslavement of pegasi. Swings and roundabouts, as it were.

Still, it wasn't quite big enough to occupy a full two hours, so the filly was more than glad when Greywhisker came looking for them, along with Misty and a few others.

"You'll be glad to know we've managed to procure a cart for the return journey," Greywhisker said with a smile. "It should hopefully be a bit more comfortable for you, and for those carrying you."

"You're too kind," Twilight Velvet said with plain relief. "I was not looking forward to getting carried back. Those two boys were rather... grabby, on the way here."

"Apologies for any discomfort they may have caused you," Greywhisker said as he started leading them up the path back outside. "By the way, I will have to ask you to not reveal the location of this place should you be captured. Even when Equestria isn't occupied by a hostile force, we do like our privacy."

"Your secret is safe with us," said Nightlight. "Frankly, I'm honoured to be one of the few non-thestrals to have seen Batsburg. I mean Nostralis," he corrected quickly as Greywhisker raised an eyebrow at him.

"Very good." A minute later they were outside, and as Greywhisker had said, there was a cart waiting for them. "Climb in, and we'll be on our way."

"Wait a sec," the filly said as a clattering sound accompanied by cursing came up the passage behind them.

"Wait!" Shadow shouted as she half limped, half flew up after them, her armour askew, and her mane a mess.

The filly smirked at Shadow, "Don't worry, we were already. Damn I'm good at this whole dramatic timing thing"

"What are you doing?" Greywhisker asked wearily. "You're supposed to be resting."

"Beg pardon Captain, but I've been resting for weeks, and I'm tired of being cooped up. I know I'm not much use to you, but the filly said their group could use another scout, and that I didn't have to fast, or the best at fighting." Shadow looked down at the ground, trying to hold back tears. "Please?"

There was a drawn out groan from Greywhisker, but he did at least seem to be thinking about it. "We'll have to see what General Armour has to say about it, but you have my permission."

"Yes!"

"Now get in the cart, and lets get going."

With a flap of her wings, Shadow jumped into the cart, taking the spot in the right, next to the filly. They took off shortly after, the two stallions pulling it barely even grunting with the extra weight.

"So I guess what I said was motivational after all."

"Uh, not quite. You weren't wrong of course, but mostly it was you saying you survived on the streets after getting your wings cut of when you were yay high," Shadow raised a hoof to knee level. "If you can do that, what the fuck's my excuse?"

"Oh. Well."

"Sorry kid."

"No-no," the filly waved a hoof to dismiss Shadow's worries, "don't sweat it. I'm just glad to see you're having a go."

"That's all anyone can do, really."

"Hmm, a-men to that."

Author's Notes:

Okay, so, apologies for last week, but we got to the chapter I was iffy about, and I decided to not go with it. It did indeed have a poison wine plot, but no one actually died, and it was actually a plot by Janice, head of Griffon Intelligence, to kill Eustace once he had claimed the throne. The Emperor survives by being fat enough to survive the poison long enough for Cadence to save him, Trixie decides to investigate, and she whines a lot, and Twilight and Luna feel like shit. It really didn't add anything at all to the overall plot, so into the trash it went.