Shimmering Sands was a stallion that had seen and experienced quite a lot in his life.

Growing up as a half-breed in Saddle Arabia hadn't been easy on him as a colt, not in the neighborhood he lived in. When you're a couple of heads smaller than everyone else you tend to draw the wrong kind of attention from your peers—at least that was Shimmering Sands' experience. Bullies came and went, but the colt had made it out of foalhood relatively okay, if a bit more ambitious to prove himself in the eyes of others. It was when he'd moved to Equestria a few years before the war that things finally started changing for the better.

He'd suddenly gone from being the smallest horse in his neighborhood to a pony that was rather large for his size, and certainly one of the largest pegasi anypony had ever seen. That he'd been born a pegasus was something he could take pride and joy in. Though he'd been smaller than the other foals in his youth, none of them could boast of being able to fly like he could. Looking back on it, Shimmering Sands realized that his wings might've done more to instigate abuse from his peers than his smaller size, but that was all in the past now, so it didn't matter.

He'd left that life behind to make something of himself in Equestria, and he had. He'd joined the Royal Guard, and while Saddle Arabian horses didn't get cutie marks like ponies did, his mother was a full blooded pony from Equestria. He'd never gotten a cutie mark as a colt, and thus he and his parents believed it wasn't meant to be due to his Saddle Arabian blood. In actuality, his mixed blood had only delayed the inevitable and it wasn't until after he'd moved to Equestria and joined Celestia's Guard that his own mark had appeared.

It wasn't a cutie mark for bravery or combat like many of the other cutie marks proudly displayed on the flanks of other Guards. One could guess, but to most it wasn't readily obvious what his cutie mark meant just by looking. It was a simple image of a door just slightly ajar, and for many months after he'd obtained it, Shimmering Sands wondered what it could mean. He still had no idea what it meant, even when Sombra had marched on and destroyed Canterlot after the ponies had refused to give in to his demands. It wasn't until he'd personally been brought to the new King and Queen to be executed along with the rest of the surviving Guards that had survived the seige of Canterlot that he understood just what his cutie mark meant.

Whether it had been through his own wit, someone else's folly, or sheer luck, the larger than average pegasus had always managed to slip out of harrowing situations virtually unscathed. It had been that way his entire life and it took talking himself out of his own execution by swearing absolute and undying fealty to his King and Queen to realize this. For whatever reason, King Sombra had seen something in him, as none of the other Guards who'd sworn the same had been spared the King's cruelty that day. Shimmering Sands alone had been given mercy, and after many other life changing events during that time, he'd gone home with a new truth in his mind. It was a truth represented by the mark on his flank, and it was a truth that he'd lived his life by ever since...

"No matter how dire the situation, there is always a way out," the stallion muttered to himself as he fled down one of the many narrow corridors of the Halvmane as fast as his hooves could carry him, "there is always a way out, you just have to find it."

This he told himself over and over again as he fled for his life from the three monsters he'd mistaken for prisoners—for ordinary mares. By the divine Light of the Sun he knew better now. He'd narrowly avoided having his own head lopped off when the mares attacked, and by some miracle he'd managed to escape from the holding cells while the beasts had been distracted with something else. He didn't particularly care about what had caught their attention, only that it had bought him enough time to book it out of the room. That had been several minutes ago, and he had stopped to catch his breath and try to sort out what had happened, when the screams began.

Shimmering Sands knew those screams.

He'd heard those kinds of screams back during the siege of Canterlot—the horrible, blood-curdling screams of the maimed and dying, usually cut mercifully short once the enemy had finished what they'd started. Those had been the screams of the griffons and ponies under his temporary command, he knew. They were being slaughtered elsewhere on the airship by those things, and where was he? Was he heading for the bridge to give orders to his surviving crew? Was he warning those who had yet to comprehend what was going on? Was he gathering those under him to fight the threat aboard his ship?

No.

Shimmering Sands, Royal Guard, war veteran, and second-in-command of the Special Operations Unit of King Sombra's Crystal Guard, was making a beeline for the nearest emergency hatch. The stallion told himself he'd escape the ship and find help, that he would warn the contingent of Guards stationed in Manehattan of the new threat to the Crown. While he would certain do all of that and more, he knew deep down the real reason why he was abandoning his crew. Even as he raced down the last few corridors and found one of the hatches he'd been looking for, even as strained to turn the large metal wheel and push the heavy door open he knew, but tried to convince himself otherwise, just like every other time he'd escaped on his own.

He'd heard it many times before, whispered behind his back or said out loud to his face by those in higher standing than him—so many times during the war that he'd become numb to the word. He took one last look behind him just in time to spot that cyan coated, rainbow maned monstrosity round the corner and spot him, and he heard it again. With its coat dyed almost completely red with the blood of his subordinates and black ropy blade tipped tentacles flaring out from where its wings should've been, the beast in the guise of a mare cried out her own rendition of that old familiar line he'd gotten so used to over the years.

"GET BACK HERE AND DIE LIKE A STALLION YOU BUCKING COWARD!"

With those words ringing in his ears, Shimmering Sands leapt from the Halvmane, every instinct in his body telling him to put as much distance between himself and the ship as possible as fast as possible. As he emerged from the hatch and hit open air he descended into a nosedive, wings pressed tightly against his barrel and speeding towards the ground far below. He wasn't sure whether or not the creature would follow, but he didn't allow himself to think about that. The only thing that mattered was his escape; everything else would work itself out, he was certain.

No matter how dire the situation, there is always a way out.

Rainbow Dash lashed out with one of her whips, only to growl in frustration as it whistled past, just shy of piercing the stallion's skull. Shimmering Sands had thrown himself out the hatch an instant before the whip hit and in moments he was gone from the corridor.

"As if it's gonna be that easy," Rainbow muttered darkly, her black whips reverting to cyan wings, "I could've flown circles around you way before all this happened."

She spread her wings and shot off towards the open hatch, fully intending to silence the cowardly stallion and move onto her next objective, but instead found herself suddenly and violently pushed back by a hail of bullets and spellfire from the opposite side of the dark corridor. Evidently some of the crew of the Halvmane had taken it upon themselves to fight back against horrifying creatures that had invaded their ship. Rainbow Dash, inwardly cursing at the timing, retreated back around the corner and away from the group of griffons and unicorns, taking a moment to regroup. The wounds closed themselves well enough, and the bullets weren't that big a deal, but the spellfire actually hurt quite a bit.

"You guys do know your boss is a cowardly son of a nag who abandoned you, right?" Rainbow shouted over the noise of the rifles and spells, "seriously, the guy just up and left!"

But they either didn't hear or didn't care, because the assault didn't let up in the slightest. Rainbow cursed and resigned herself both to waiting for an opening and to the fact that Shimmering Sands was probably going to get away at this rate.

It turned out that Rainbow, Applejack and Rarity hadn't been the only prisoners on the ship—far from it. They'd all been held in a large room full of small holding cells like theirs, each one holding all kinds of creatures. It was mostly ponies that had been captured, but there'd been a few diamond dogs and even some griffons in the mix. One thing they'd all had in common though, were the broken and defeated look in their eyes. None of the girls wanted to leave them there, but Shimmering Sands and his crew needed to be dealt with, and so Rainbow had volunteered to go after the stallion while Applejack was supposed to find a way to take control of the airship somehow. Rarity meanwhile, had opted to stay behind and try do something about the other prisoners, but apparently things weren't going to go so smoothly if Shimmering Sands' escape was anything to go by.

"Rainbow!"

Rainbow Dash ducked another spellfire blast from around the corner and turned to see Applejack coming up from behind her. Her eyes lit up at the sight of the cowpony and she nodded towards the rain of fire just ahead.

"Nice timing, AJ," Rainbow exclaimed as Applejack slowed to a stop before her, "could you gimme a hoof here? I found that Shimmering Sands guy, but he escaped out one of the hatches that leads out of the ship and these trigger happy bozos are blocking the way."

As they'd fought together, Rainbow Dash had begun to notice that, though they'd all been changed into the same thing, not all of her friends had been rebuilt to be exactly the same. Rainbow Dash herself had already been incredibly quick and agile, and that had only increased tenfold when she became a virus. Applejack on the other hoof, had grown far more sturdy and powerful than she already was. She wasn't sure about the others just yet, but Rainbow knew they most likely had their own quirks, strengths and weaknesses as viruses.

"Ah, horseapples," Applejack growled before adjusting her crimson stained stetson with a crimson stained hoof and stepping past Rainbow Dash, "alright, ah'm on it, but we need ta wrap this up, quick. With all the fights an' panic breakin' out onboard, it's only a matter o' time before somepony breaks somethin' important, an' then we'll really be in it."

"Oh buck," Rainbow muttered, before speaking a bit louder, "so what's the deal with the other prisoners? How are we gonna get them all out of here if things go bad?" she grimaced and glanced back at the stream of fire that still hadn't let up, "well, worse than they are?"

"In all honesty, ah ain't too sure, Rainbow," Applejack sighed, "ya'll saw 'em back there in those cells. A lot of 'em were in pretty bad shape. Rarity's doin' what she can, trying to figure some kinda way to get 'em out o' here but... well... ah don't know," she shook her head and continued forward into the relentless assault, her face set with grim purpose, "fer right now, ah think it's best ta focus on what we're supposed to be doin'."

Rainbow Dash stepped aside and prepared to follow after Applejack as she rounded the corner to confront their attackers. She watched as Applejack stopped just shy of the edge and cracked her neck.

"Here goes," she turned to Rainbow, "ready?"

"You know it," Rainbow Dash replied with a smirk.

Applejack nodded and her legs disappeared behind a wall of black tendrils. At the same time she removed her stetson and held it out before her, morphing it into a large somewhat flat shape that vaguely resembled what Rainbow guessed was a shield that attached itself to one of her hooves. Before the black armor around her legs and the shield had even finished forming, the orange mare was off, and much quicker than Rainbow was expecting. Surprised but no less quick to react, Rainbow Dash followed Applejack out into the storm of bullets and fire, taking cover behind the large shield.

In a matter of seconds, Applejack had charged straight through the line of fire, bullets plinking harmlessly off of her shield and spellfire bursting apart with little to no effect. Rainbow Dash stopped once she reached the open hatch, but Applejack kept going further down the corridor until Rainbow heard the terrified screams and squawks of the crew cut short by the heavy thuds and crunches of Applejack's fatal impact. Applejack finally stopped amidst the now broken and twisted bodies around her, the blaring alarm the only sound remaining in the corridor. As she changed her limbs and stetson back to their original shape, she turned to address Rainbow.

"Ah'll head to the bridge an' see what ah can do about the ship," she said, "you just make sure that varmint doesn't get away. Take 'em alive if ya can, eat 'im if ya can't."

"Lemme guess," Rainbow replied with an exasperated groan and a roll of her eyes, "Rarity's orders?"

"We need info, Rainbow," Applejack reminded the pegasus, "an' Rarity thinks that stallion knows a few things that can help us."

"Yeah, yeah," Rainbow quietly grumbled, spreading her wings and turning to the open hatch, "seriously, who died and made Rarity the boss?"

Applejack, knowing full well that Rainbow wasn't expecting an answer and not really feeling like giving her one anyway, turned and headed further into the airship. Rainbow for her part, prepared to make like Shimmering Sands and leap out of the ship. Both she and Applejack paused at the sound of a muted explosion somewhere in the ship. Neither mare had any time to wonder what the sound was before the Halvmane lurched violently, causing both mares to stumble. The sudden shift was accompanied by an ominous metallic groan that seemed to echo throughout the entire airship.

"What the hay was that?!" Rainbow cried as regained her footing, "did somepony attack the ship or something?"

"Ah don't know," Applejack replied, a grim frown crossing her face as she looked around the narrow hall, "but ah think we mighta ran outta time here."

As if to punctuate the statement, another muffled explosion rang out, quickly followed by another and one more though quieter. The entire airship shook and shuddered beneath Applejack and Rainbow's hooves and the two turned to look at each other from across the corridor. Applejack opened her mouth to make a suggestion, but was cut off by yet another explosion, this one sounding much closer.

"We need ta find Rarity an' get the hay outta here," Applejack decided, "now."

"Well yeah," Rainbow replied, turning to the open hatch with an uncertain and slightly frustrated frown, "but what about—"

"Forget about him fer now," Applejack interjected, motioning for Rainbow to follow her further down the hall, "ah think we got bigger trees ta buck right now."

"But..." Rainbow gave the open sky one last look before giving an aggravated snort and following after Applejack, "ah buck! Don't blame me if this comes back to bite us in the flank."

"Noted," Applejack replied as they both raced down the narrow halls, "now let's find the bridge, we're supposed ta meet Rarity there, so that's probably where she's headed."

With that destination in mind, the two made their way through a maze of small metal corridors, pushing past several panicked crew members going in the opposite direction. It looked as though the majority of the ponies and griffons were too preoccupied trying to abandon ship to deal with the two blood drenched mares heading thier way. Most gave them a wide berth as they fled, and Applejack and Rainbow ignored them in turn. Many of the pegasi were following Shimmering Sands' example and throwing themselves out of emergency hatches. Those that weren't lucky enough to have wings made due with parachutes, though in the pandemonium, some were outright pushed out without anything to break their fall. Those that tried to fight were cut down in passing and quickly forgotten as the two searched the listing ship for the bridge and Rarity.

At some point, Applejack had consumed one of the crew and obtained the memory of where the airship's bridge was located, but even with that knowledge, it was far from a straight shot. The Halvmane may not have been nearly as large as the airship back at the facility, but it was still a fairly massive ship, and the maze-like layout of the various rooms and corridors didn't help navigation in the slightest. The explosions had stopped thankfully, but the shaking was getting worse by the minute.

By now it was clear to all involved that the ship was falling out of the sky. As the ship began its slow descent out of the sky, it became somewhat harder for Rainbow and Applejack to keep their footing, though the problem quickly resolved itself thanks to the same miniature tendrils that allow them to scale the sides of buildings with ease. Eventually, after being held up by a few griffons who'd decided taking the them out was more important than fleeing the ship, the two reached the double doors that led to the bridge. It slid open on its own at their approach, revealing a large semi-rounded room dominated by windows that had replaced much of the walls.

Applejack noticed with some unease, that the majority of the view outside the windows were taken up by the Celestial Sea far below. Rainbow however, noticed something else entirely. The two stood on a slightly raised platform that overlooked a long row of seats lining the windows from left to right. At the seats were a series of complex looking controls, none of which the cyan pegasus understood save for the steering wheel set up near the front of the raised platform they were standing on. The bridge had been completely abandoned by the crew, but more important than that, at least to Rainbow, were the few ponies that were left.

"Rainbow Dash, Applejack!" came the relieved, if somewhat flustered voice of Rarity, "glad you could finally make it you two."

"Rarity?" Applejack replied, a bemused frown making its way onto her face as Rarity approached and wrapped her in a quick hug, "glad we found ya, but... who're these folks?"

Rarity turned back to the figures she'd been conversing with before Rainbow and Applejack had arrived. Standing off to the side near the end of the platform were four creatures; One was an older looking griffon with a burnt orange coat and feathers, a mean scar below one of his pale yellow eyes, a chipped beak, and a hard scowl. Behind the griffon were two ponies—twins that looked to Applejack to be barely out of their foalhood years. One was a pegasus mare and the other a unicorn stallion, though it was difficult to distinguish the two given their similar features.

Both had off-white coats and brown manes and tails streaked with cream colored lines. With a wince, Applejack noticed the two ponies were horribly thin and incredibly dirty. Their faces were gaunt and their manes long, flat and filthy, but there was something in their expressions that the cowpony couldn't quite place. There was a strange sort of light in their sunken green eyes as they stole glances at Rarity and the newly arrived Applejack and Rainbow. Applejack raised an eyebrow, but said nothing, instead turning to the last creature on the platform.

The last creature surprised both Applejack and Rainbow, as it was of all things, a Zebrican mare. The zebra was older, though she didn't look as old as the griffon. Unlike Zecora, this mare was mainly black with white stripes lining her frame. She was thin, but not as thin as the twins, though she was just as dirty. Rather than the traditional mohawk that Applejack, Rainbow and Rarity had seen from Zecora, this mare had tied her white mane into a series of intricate braids that fell to one side, though some of the braids had come loose and several stray hairs stuck every which way. Of all the creatures in the room, the zebra seemed the most detached from the situation at hoof. She allowed her deep and calming blue eyes to glide from face to face, taking in the others with something like idle curiosity.

Rarity looked at each of them, watching as another shudder of the ship caused them to adjust their footing. She turned back to her two friends with an oddly strained smile.

"Well, we don't really have time for proper introductions at the moment, but of all the prisoners that horrid stallion had locked away along with us, these are the only ones that decided to actually join us in our own escape—something we should be getting to posthaste I might add."

Author's Notes:

I'll come back to this in a couple of chapters, but for the next two chapters we're returning to Griffonia. As a side note I'm still trying to decide how to separate the different plot threads so just bear with me here on the possibly awkward pacing guys, I'll figure something out.