The equipment set up in Time Turner's former laboratory continuously studied mare Trixie's brainwaves. Derpy would work on her whenever she was awake, reminding her of who she was and how she was supposed to act. Her counterpart would also pay her many visits with Beatrix Belladonna in tow, with the hopes that it might stir something in her. “I'm your daughter from the future,” explained Beatrix again when she took the half-conscious mare's hoof. “You conceived me with Shining Armor!”

Mare Trixie blinked sleepy eyes when she looked between her audience, lying in a comfy bed in the clinical white room, which was mostly quiet save for the steady hum and bleeps from machines. “Trixie's...friends...” It seemed the conditioning had started to wear off on its own now that Starlight wasn't around to constantly supply what the nemesis had started, but even so the brainwashing went deep, and there was always a risk her psyche would be fried if they tried to remove it.

“That's right Miss Lulamoon,” said Derpy who fluttered nearby with a clipboard and pen at hoof. Her coat trailed behind her whenever she flitted about, and she nodded to the sleeping Lavender and Fuschia. “Remember them? They should make a full recovery, with time!” Her ears twitched when she heard shouts echoing down the corridor outside.

“Let go of me, you assholes!” Even the combined might of the CMC, Octavia, and Lyra had trouble subduing Vinyl Scratch, who kicked and thrashed and bit as she was dragged growling inside. She hissed, staring them down with crimson eyes.

“Motherbucker,” cried Diamond Tiara when a backhoof connected with her face. “Bloodied my nose!”

Babs Seed suppressed a chortle. “Feisty one, aint'cha? Settle your arse down!”

A dart flew from the doorway and struck Vinyl's breast. “Bas...tards...” She slumped over limp.

Pinkie Pie lowered her blowgun and entered. “Sorry, but it had to be done!” While she was far more lucid than she had been in years, her mane and tail remained straight, unable to stop thinking about all they'd lost. “It's not her fault.”

“I know,” said Octavia who pursed her lips while she helped strap her former love to a bed. “Do you really think it will work?”

“It's a long-shot,” admitted Derpy who'd shared her plan earlier. “But we've made fantastic progress with Trixie!”

An uncomfortable look was shared between Octavia and Lyra. They'd barely started their relationship and already the once seemingly impossible idea that Vinyl's condition might be reversible was raised. Usually whenever a mare's mind was broken it would practically have to be rebuilt from scratch, their former personality deceased, but the DJ was so strong-willed she'd managed to grasp on hard to some part of herself. Derpy theorized her memories were all still there, many just buried deep.

“She's much prettier this way,” admitted Silver Spoon who watched the DJ sleep, her barrel raising and lowering. “When she's at peace, I mean.” She took a fancy napkin and dabbed at Tiara's red nose with a sad smile.

“Yeah, I suppose so.” Tiara finished wiping the dark splotches away and looked at herself in a pocket mirror. “Damn, she sure is tougher than she looks! Well, I've done my part. I'll leave you all to it!” She pushed past Pinkie with head held high, strutted down the tunnel, ans smacked into somepony, falling on her butt. “Hey, watch where you're standing-” She gasped.

A strong hoof was offered to her and she studied it with a quirked eyebrow. “I apologize, Diamond Tiara. I should have done this sooner.” Reluctantly she took Shining Armor's offered hoof who helped her stand. “I was upset at the time, and wrongly blamed you. But anypony would have made the same decision if they had the guts. Even me. Please, accept my apology.”

“S-sure,” she answered awkwardly. Her eyes studied the cold metal floor. “At least most of the crew made it out alive. But a few dozen were lost, right? Including...” She stared at her reflection on the shiny surface unable to speak Redheart's name. The nurse had taken care of her, too. And this was how she had to repay her? What she'd been keeping bottled up finally resurfaced, and she started blubbering, collapsing into his strong forehooves. “I still did it! I, I've always been a bad pony-”

He held her close to his chest, shushing her gently and stroking her mane, like Cadance or Sunset Shimmer would've. “No, you're not bad at all. You saved our lives. Thanks.” He wiped her tears away and kissed her temple under her sparkly tiara.

“I-it was nothing,” she mumbled, not used to receiving heartfelt praise. She'd always figured they believed her main contribution was her deep coffers; and even so Capper threatened to overtake her in that department.

Suddenly the light's dimmed all over save for the lab and hospital wings, resources being drawn to the airship's defenses when it went into red alert. “Everypony stand by by for action,” called Capper over the intercom. “The enemy is approaching! Rerouting all power that can be spared to the automated defenses. Captain Shining Armor, please report to the bridge!”

“Duty calls,” he stated with one last hug. “Take care of yourself, Diamond Tiara.” He galloped off.

She studied his chiseled flanks. “Hmmm, he is pretty handsome, but nah. We wouldn't be a good fit in the long-run. Besides, I'd rather not have to compete with his harem!” She dashed to find the other CMC and to pick up some more weapons.

Around her passed a number of soldiers, Fleur de Lis taking the lead with a small unit of her own. Like her they were garbed in what enchanted armor was still available with run-decorated armaments to boot. Spike raced to the forefront with Rarity and Pinkie Pie riding atop him, while Flurry Heart blinked out, no doubt recklessly taking the fight to the heart of the oncoming storm like she always did. Further back Mr. Bear carried Tree Hugger who had a tiny zoo in tow. The staccato thump of rapid gunfire sounded outside when rows of turrets came online and unloaded on the massive army that was headed their way.

Shortly after reuniting with Silver and Babs the trio headed down a ramp that lowered to let the crew free. Bullets ripped up sandclouds and shredded into the advancing zombies and skeletons, who mindlessly stalked towards their prey, immune to pain or fear and never stopping until they were torn into so many pieces they were no longer able to support themselves.

Despite how much they'd stocked up it was clear their ammo would be depleted long before the last one fell. Not to mention a number were ignoring the craft entirely and headed towards Baltimare. There was little choice but to stand their ground and attempt to defend the dusty town. The sun started to lower ominously, blanketed by hellishly-colored skies...

From the Crystal Empire ruins Starlight Glimmer made the cult unearth her latest tool. Mother had rebuilt the cauldron which belonged to the first cult leader, but had never been able to properly use it. It was a potent tool which enhanced the magical properties of whatever was cooked into its soup. She bent over it and hummed, swishing her tail and shaking her rump while she uncorked a number of bubbling potions and poured the fizzing contents in. The liquids bubbled and popped.

She watched the mixture congeal on the stirring surface, lighting up in a dazzling array of colors which reflected off the dark circles under her crazed eyes. Once the concoction was finished she too could shape herself into an alicorn. She'd be more powerful than Celestia and Luna combined at their height. But first she needed many sacrifices! “Oh, Sunburst~!”

Snowflakes danced about the stallion chained next to her crystalline throne. He answered flatly, “What?”

“You've helped make all this possible, you do realize? All those chemical compositions you discovered as Pestilence? You may have been the weakest of the Four Horses of the Apocalypse, but you managed to outlast all of them by some distance!” She beamed with pride. “That's the stallion I fell in love with! Resourceful, handsome, cute-” He did his best to tune her out.

She stomped over to him, enveloping him in her aura and tossing him onto his back. “Hey, don't ignore me, bastard!” She plopped her butt down on his face, his whines muffled when her plush buttocks smooshed over his snout, as she grinded herself atop him with a laugh. But was it more punishment or reward? Her pussy juices dripped over and into his maw.

She forced his snout directly under her cunt, which shivered when she came hard, arcing her back and squirting directly down his throat. Once she finished she collapsed atop him, her spread ass still in his face, giving him an amazing view of her snatch and asshole. Before it might've been paradise. Now the sight filled him with a mixture of loathing and arousal.

“Naughty,” she mused stroking his penis which had came a little. “We should do this more often!” She cleaned his cock with her usual wide-eyed fervor, and he grimaced despite himself, firing another load which struck the roof of her mouth. She swished it with her saliva, until it stuck between her teeth and gums, watching the daily celebratory orgies ensue.

A number of acolytes were quick to volunteer, ready to cast themselves into the cauldron, blindly loyal to the current vessel that possessed the Necronomicon; or more accurately was possessed by it. However she knew even her entire cult wouldn't be enough for what she had in mind, and furthermore she still required their services. She had them feed spare parts from chopped up creatures into the mixture. Perhaps by week's end she'd be adding Shining's force to her masterpiece?

It was almost time for the sun to be completely lowered and the moon to arise. When the darkness fell, the undead would draw strength from the night, temporarily becoming more powerful than ever!

Combat spilled into Baltimare, where a number of citizens took up arms, trying to slow the horde's ceaseless advance. However their antique firearms were little use on the undead, let alone the makeshift weapons they brought to bear, including a number of farm tools and the like. Civilians dashed for cover, some trampling over each other in the dusty streets, which soon ran red with blood when they were crushed and torn apart by the advancing mass of bone and rotting flesh swarmed by flies.

Fleur de Lis summoned her personal guard into formation, readying her enchanted spear. The sun was barely visible over the horizon, casting them in red and black. “Consider us the last line of defense,” she called to them. “We must not let them pass!”

Near them paused Spike, who spewed emerald flames upon the mobs nearby, reducing them to ash in an instant. Atop him rode Rarity and Pinkie Pie. “Should we stay and assist?” The fashionista had never forgot all Fleur and Fancy Pants had done for her. Had she not found love with the now deceased Spike, she might have become lovers with the couple.

“My thanks,” said Fleur. “But no. Spike is better off clearing out the amassed numbers ahead, I think.”

Rarity nodded. “Take care of yourself, your loveliness.” She winked and blew her a kiss.

“You too,” the former model replied as she returned the gesture with a smile. She turned back to the duty at hand, the dragon racing off and breathing more plumes of magical fire that thinned the numbers. He headed back to the densest portion of the invaders, knowing that wherever he chose to concentrate his attack, he'd be leaving some of his allies at the enemy's mercy.

Runes lit up on Fleur's spear when she stabbed the joints of a skeleton, smashing it apart when it struck the weakest point she could find. She rallied her soldiers who mimicked her careful strokes, reminded of the day when the Four Horses of the Apocalypse had assailed the camp, and her beautiful legs had been smashed to a nasty pulp under War's hooves.

The hour wore on while they held their ground. She lit her horn to cast up barriers when necessary, sweat pouring down her curves under her regal armor, likewise matting her silky mane under her helmet. Finally the darkness closed in. Somehow the skeletal forms of pegasi were able to take flight, diving on one of her troops and carrying the screaming stallion away.

Her circle closed in closer to aid her, but they fell one-after-another, splashes of scarlet painting her white armor when they fell. She grit her teeth and doubled down to fight back, knowing once she fell the town would be defenseless. Her shining spear downed several more of her attackers before they finally overwhelmed her due to their sheer numbers.

They ripped the helmet and armor from her. Tossed her onto her back. Then they seized her by all four limbs, lifting her above the dusty roads while she thrashed her head from side-to-side. Her horn glowed when she worked up spell, only for powerful incisors to bite down on its length, a scream escaping her as it snapped and blood trickled between her eyes.

She glared hatefully at the heavyset, bulging stallion that approached, stinking of the grave. Dull, lifeless eyes strained to focus as they studied a unicorn that normally would've been far beyond his league, and he unceremoniously rammed his long and fat cock into her cunt, her face scrunching with open disgust. She didn't want to think about what made it stiff. Congealed blood?

She almost retched, her fuckhole expanding to take his girth, his hooves upon her foal-bearing hips when he rammed forcefully in-and-out of her, not caring if he broke her, just a mindless creature seeking some form of release. She shrieked each time he pounded her, tears dribbling down her face at the idea a proud warrior like her would meet such an ignoble end.

Her sole comfort was that while so many of these foul creatures were focused on her it would give the populace more time to evacuate. She laughed a little between her cries. Then she wailed once more when a particularly brutal thrust ripped pas her cervix, a bulge visible on her belly from his cock when its flared head sank into her uterus, violating her to the core.

He unloaded something cold into her womb. She didn't even try to imagine what, almost fainting. A crowd of zombies had formed around her, the ones who hadn't rotted completely remembering traces of their former needs in life, one sliding under her and slamming his slimy cock up her pert ass, while another seized her mane and twisted it until she yelped. He took advantage of her open mouth from the cry, burying his dick in one fluid motion to the hilt, so that it sunk down her throat.

She almost gagged when he started fucking her face relentlessly in rhythm with the others. But she dared not bite down imagining tons of maggots spilling out and filling her stomach. Her face twisted as his sour spunk sprayed her gullet, his hooves holding her head in place until her cheeks bulged and his rancid splooge exploded out of her nostrils and bubbled.

To her horror she realized this was only the first round. The moment the invaders ejaculated, they pulled free of her abused and gaping holes, while more of the waiting numbers instantly took her place. She lost track of how long they raped her, hours at least, cumming in and all over her, and wondered if this was some twisted karma for how hatefully and sadistically she'd take vengeance? She tried to numb her mind, reminding herself of what good might ultimately come of her sacrifice.

Eventually they were finally spent. The four restraining her now limp and well-soaked form started pulling in different directions. She wailed banshee-like once pops sounded, bones fractured, and skin tore, her forelegs and hindlegs all ripped from their sockets in a red mess. She writhed in pain, going into shock before she mercifully fell unconscious.

Most of their weapons proved little use on the undead army, especially once gloom enveloped them. Only the enchanted armaments seemed capable of downing them, forcing them to rely on Spike, whose magic breath turned them to ash and dust. “They can't withstand concentrated magic,” realized Sunset who worked the most powerful blasts she could muster from her horn. Unfortunately the majority of mages in their military couldn't muster up anywhere near the raw power required.

Flurry Heart nodded, and sailed overhead, unleashing her own colorful blasts which melted down droves in an instant. “Hooray! Look at me!” She smiled and giggled, happy to contribute wherever she could. “Father, did you see that?”

“Yes,” called Shining Armor who brought his whit broadsword down on one attacker after another, cleaving them apart in an instant. His muscular chest huffed under his breastplate. “Damn it, is there any end to them...?”

Babs Seed discovered her own alternative, the explosives she tossed blowing them to bits, small craters which blazed and smoked left in the wake of the bombs she chucked. “Gotcha!” She pumped a forehoof, red cape trailing behind her in the desert wind. “Get those booties behind me Diamond Tiara, Silver Spoon, and let big sister Babs settle this ruckus!”

“That seems prudent under the circumstances,” admitted Silver Spoon. “Never been much of a fighter.”

“Tch, even I'm pretty useless at the moment,” replied Diamond Tiara with a sigh. “Should've practiced my spells more!”

“Forgive me for stating the obvious Captain,” called Capper whose voice over the intercoms echoed outside the airship. “But we could always beat a retreat and take off at any time. Heck, we may have enough explosives on board to carpet bomb them...”

“No way,” yelled back Shining as he cleaved through another skeleton, straining under the impact as he tensed up. “By the time we're airborne who knows how many will be dead? I won't abandon Baltimare, and I certainly won't risk hitting civilians!”

Capper couldn't restrain a heavy sigh. “As you wish, Captain. But the odds aren't in our favor, and need I remind you, you're putting us all at great risk. Including your own daughters.” He mumbled the last part under his breath.

“That's a chance I'll take. There's no point to this army if we aren't willing to shoulder such risks.” He hoped they'd pay off. Taut muscles strained when he arced his sword repeatedly, cleaving through more attackers, their dismembered parts and bones piling around him and his soldiers. Beads of perspiration flew off his thin white coat each time he struck one down.

He looked around at his squad mates, having to admit everypony was doing their best to pull their weight. Those who couldn't fight directly did their best to support the others. Despite the apparent return of her sanity Pinkie Pie hadn't lost her skill with a blade, and she was backed by Rarity, who tossed about the creatures with her aura and cast up barriers when necessary.

Green fires reflected in his eyes. But he could see Spike was starting to pant and slow, fatiguing himself more each time he pushed himself to breathe cone-after-cone of ethereal flame. How many still remained? Thousands? Far more than he cared to count, at least. His white blade glowed as he pushed himself to keep fighting, for it was often all he knew anymore...

Holed up in the laboratory, Derpy continued to ply her trade on her patients, flanked by the reserve members of the force who stayed behind as a final line of defense. Lavender and Fuschia were barely conscious, still recovering from their traumas, while human Trixie watched over her mare counterpart, constantly reminding her who she was and could hopefully be again.

Further on Vinyl Scratch was strapped down and tended to by Octavia and Lyra. Princess Blueblood and Cherry Jubilee watched the entrance, as while the ship was sealed up, they could hear the creak of metal in the distance, the invaders tearing apart metal to force their way in. This was one of the few places onboard Capper refused to draw power from, knowing these machines could be vital to Derpy's work, but the lights flickered on occasion, casting them in momentary darkness.

“Ah! Oh no!” The foppish Blueblood raised a hoof to her forehead and nearly fainted. “What should we do?!”

“All we can do,” said Cherry Jubilee whose ears perked when she heard stomps echo from afar. “Defend ourselves the best we can! Get ready to throw up a barrier the moment the enemy approaches, sweetheart.” In truth her heart was racing like mad too, and she reached under her fancy dress, pulling out a revolver she kept hidden by her garter belt.

She'd always loathed violence but accepted its necessity at times. She'd had to blow away a number of slavers who'd harassed her and the prostitutes she'd taken in. She'd become an ace shot in her times, able to blow a hole through all the markings on poker cards with ease, and while she was a might rusty she had confidence her bullets would easily find their mark.

“Y-yes. Of course!” Despite how much Blueblood was shaking she stood her ground near the entrance, and Lyra dashed to her side, touching her shoulder with a cheeky smile. “Well, we are unicorns, so I suppose it's up to us!”

“Don't forget about Trixie,” called the blue-skinned human that strutted over with her horn readied. “You ready, Beatrix?”

“Ready, mother!” She copied her mother's stance as the two prepared to cast a barrier. “Still, it will only delay the inevitable, right?” She glanced at her cape thinking of the Smooze contained hidden within and wondering if he could help?

“We simply need to hold out while Shining's army handles business,” said Trixie.

“A shame I haven't had time to rig up more suitable defenses!” Derpy tsked with a shake of her head. “Magic's not really my field. What would Time Turner do?” She stroked her cheek, trying to call on the innermost depths of knowledge passed to her.

Octavia rubbed a wetted washcloth over the sedated DJ's forehead. “A shame we don't have more of those unicorn horn wands. I mean, I hate to use such foul objects, but I must admit they could be the ace in the hole we need at the moment!”

Derpy reached into her coat and tossed her sonic device. “Perhaps this will do in a pinch, Miss Melody?”

“Thank you.” She had to admit it made her feel a little more comfortable at least. It wasn't really a weapon but on full blast the vibrations could probably shred a pony apart. She made certain the radius was controlled to a small beam. After a few adjustments she was confident nopony else would be at risk should she need to brandish the tool like it was a laser scalpel.

A couple minutes passed in uncomfortable silence save for the stomps that reverberated ever closer. Then the first of the undead appeared, tearing the door from its hinges in one fluid motion. The mages immediately threw up an invisible barrier, rotting and skeletal hooves clawing upon the air, trying to force it open. They poured on power to maintain it, straining as more of the horde closed in, their strength enhanced to insane levels by the darkness that nurtured the supernatural abominations.

Some turned to tearing at the walls instead, ripping chunks from them, tunneling in slowly but steadily. Cherry creased her brow, realizing all the sharpshooting in the world wouldn't do much to such creatures. Her gun simply lacked the power necessary to down them. Octavia nodded and stepped up beside her, readying the sonic tool with grim determination.

A slew of zombies burst through the wall. Tavi took aim and pressed a button, a wave shrieking as it ripped apart flesh and bone, her ears pinning back from the bothersome sound. She continuously poured on the assault, shaking the invaders apart, but more poured in behind them, or ripped open new holes in the metal, swarming in by the dozens.

The barrier finally popped like a bubble under their combined force. Blueblood yelped as she was tossed back, skidding into Jubilee's forehooves. “I-I mostly know only defensive spells,” she admitted. “I never formally trained for combat!”

“Allow me,” said Lyra who bowed her head and unleashed a colored beam which blew apart a foe. Bones rained and clacked around her as she unleashed blast-after-blast, aided by Trixie and Belladonna, their magic combining into a sheer destructive force despite the fact that they were mid-tier mages at best. “Yeah! We can do this!”

Lavender and Fuschia woozily rose from their beds, standing protectively in front of mare Trixie, and adding their own weak beams to the effort. “My...friends...” Trixie vaguely recalled her former life, before her mind had been corrupted by the nemesis, and she weakly stood too, lighting up her horn and adding her own magic to their number. She groaned with the effort.

Blueblood combined her weak ray with the others, vaporizing a number of the masses, leaving smoking ash behind. “We...we did it!” She beamed and relaxed for a moment. However, more were headed down the corridors, still pouring in. “I'm bushed,” she whined wiping more sweat that made her blonde mane stick to her. “I'm not sure how much more I can take!”

A slap on the rump from Cherry made her yelp. “Saddle up, sweetheart, because we need you!”

“O-ok.” She swallowed hard, knees practically knocking when she prepared another spell. She'd worked hard to be brave, hoping to impress Rarity, but ultimately lost out to one of her rivals like she'd feared. And now? She wasn't certain why she continued to fight other than that she knew it was the right thing to do. She wanted to prove she could be heroic, too!

They fell into formation to better combine their dwindling magic, fatiguing themselves from the continuous effort. The next wave started to march in, when another energy beam cut through their numbers, a crystalline Sunset Shimmer arriving to aid them. Her magic easily eclipsed all of theirs even united, her full potential now unlocked with her rebirth, placing her on the level of Twilight Sparkle before her demise. She narrowed her eyes. “Stay behind me, all of you! I'll do the heavy lifting!”

While her magic even surpassed Flurry Heart's current abilities in this new shape, she dared not unleash its limits unless absolutely necessary, knowing every spell she worked ate away at her dwindling lifespan even more. A spell of great magnitude could potentially end her immediately. She pushed down such morbid thoughts and concentrated on her work. All that mattered was protecting her loved ones. Beam-after-beam scythed through the encroaching numbers.

Hours later Shining Armor stumbled into a bloodied and broken Baltimare. Above him flew Flurry Heart and Spike, working together to clean up the stragglers. He could hear crying and whimpering somewhere. With great effort they had thinned the herd...but he'd lost a number of good soldiers in the process. Still, he had to admit he'd expected much worse. They had acquitted themselves well, his force now a well-oiled machine. His heart sank at what he eventually came upon.

He dropped to his knees beside the pallid corpse of Fleur de Lis, another long-serving soldier now lost in the heat of battle. Dried blood was pulled around the now limbless unicorn. He closed her empty eyes, having to admit she was still astoundingly beautiful, even in death. At least she'd been able to avenge Fancy Pants, but after that her life had been aimless. Perhaps a part of her had wanted to die now that her life lacked any real purpose she could discern.

He was reminded of Gilda, the first soldier he'd lost at the start of this campaign, a victim of her own warrior's pride. He lifted her up with his aura, and wrapped her in a blanket he found lying in a ruined house nearby, silently vowing to properly bury her later. She and Flash Sentry had been his closest comrades-in-arms. “Thank you for all you've done. You'll be missed.”

He walked about the town, the civilians peeking out, glaring at him, silently blaming his forces for bringing this mess to their homes. Were they right? It's not like their enemies would leave any part of Equestria untouched forever. However, he couldn't deny their presence may have escalated events. He decided it would be prudent to move on, and fast.

Tree Hugger sniffled, sitting on her haunches next to the dismembered corpse of Mr. Bear. A swarm of animals surrounded her, doing their best to console her like they would've Fluttershy. “He saved my life, you know?” Her eyes were red from crying. “Like, I didn't wanna drag him into this, but he totally insisted. I can hardly bare to look at him like this...”

He placed Fleur's wrapped up body on his back. “I understand. Should we bring him back to the ship or bury him here?”

“I'd like to put him back in nature where he belongs. Not sure there's time for that, though. Guess I'll bury him outside the town. It's the cycle of nature, man. Gotta accept it, even if I don't always like it.” She pulled her dew rag from her dreadlocks and used them to wrap his open wounds the best she could, then lifted him with a strength that belied her cutesy appearance, awkwardly trying to carry him. He helped her haul the bear, both of them ignoring the dabs of blood which stained them.

Another soldier down. He would have saluted Mr. Bear if one of his forehooves were free. It's not like he owed them anything, but he'd fought valiantly anyhow in the last war and this one too. He hoped he'd meet with Fluttershy on the other side. He winced as somepony tossed a stone at them, bouncing harmlessly off his armor, knowing the longer they stayed the more likely another batch would follow. They'd done their part. He'd bear the burden of any sins he'd committed later.

Author's Notes:

And now we say farewell to a pair of the longest serving soldiers in the series, Fleur de Lis and Mr. Bear.