(A/N: I'm insane...and loving it)

Switching over to A group; (Dyrilby, Seph, Confetti, Pinkie)

The group wandered around Manehattan for a while before their natural functions took over. "Ugh, too tired, need sleep." Complained Seph as the group trudged through the cobblestone streets.

"We can probably go sleep in some abandoned buildings for tonight, probably get us a gig later to pay for food and such." Tried Confetti.

"Sounds about right, hope we don't run into any spiders though." Shuddered Seph as they walked through the streets of what they assumed was an upper-class shopping district. Pinkie and Dyrilby had been silent for a while as the group wandered through the streets as night rapidly approached.

"Huh, that looks nice enough." Mused Confetti pointing to a newly abandoned shop on the outskirts. The group had been walking for a little while now as the light waned and was eventually replaced by the moon.

"Thank Celestia! I was seriously getting tired." Cried Dyrilby in relief as he ran inside.

"Hey wait for me!" Shouted Seph as he ran in after the pegasi. Inside he found it to be a nice wooden structure, the walls where faux cobblestone covering the copper beneath.

It was about then that this little pretty decided to drop onto the floor in front of Seph.

He went dead silent as he stared at it. And it stared at him.

Okay switching over to first person here; Seph hates spiders.

Seph is rational pony

Seph is unstable pony

Seph went apeshit crazy.

And before we explain the following madness I'll just switch over the mane 6

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"Twilight! Get this jet offa me!" Shouted Rainbow Dash as she preformed a loop-de-loop in the hopes of looping around behind the enemy fighter which was currently intent on gunning down their Jet.

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The group had found themselves thrust into a battlefield in the dead of night, the only way they were even alive was because Twilight had known what where they were.

"Oh my stars! Girls! We're in Cattlefield 3!" She shouted at the top of her lungs as a tank shell embedded itself in a wall they where currently behind.

"That's great Twi! Now how the hay do we get out!" Shouted Applejack as machine gun fire rattled overhead. Twilight's overly abundant energy all but vanished as she cast a memory spell, imbuing all her friends with all she knew about weapons, attachments, strategies, and vehicle controls.

In that instance, the 5 friends knew the only way out.

Fluttershy walked over to to a dead body, she picked up an SVD from the dead ponies hooves. She tested it out, checked the clip and walked back over to the group. "We win." She said cocking the gun.

The others grinned as they fell into their classes.

Rainbow Dash being the least cautious of the group had picked the assault class, charging headfirst into the fight guns a blazing and running into the hailstorm of bullets to heal and revive injured ponies.

Twilight had chosen support, often setting up her bipod in locations where she could mow down the enemy and suppress for maximum advantage. Often enough though, she would regroup with her friends and throw down ammo.

Applejack being the sturdiest of them all opted to be the Engineer, fixing up and piloting vehicle as she drove her friend too and fro be it to the objective or away from the battle. Proving as back up when other teammates ran in with tanks and buggies.

Rarity just jumped around classes seeing as how she just couldn't fit into one role. For the most part though she would stay in the base and try to figure out a way to get out of 'this garish nightmare' as she so eloquently put it.

"Alright girls, this is the last push. We take these two objectives and we win." Said Twilight as the group flew over the seemingly serene open grasslands. Applejack was piloting as Twilight, Rarity, and Fluttershy checked their weapons. This time Rarity had chosen to replace Rainbow Dash as their première 'medic'.

"If this is the last one then count me in." Said Rarity cocking the gun as the bullet slid into the chamber.

"Alright this is Spectral 1 come in Apple Actual." Chipped Rainbow from the radio, the 5 mares heard it over their individual headsets.

Although they couldn't hear Applejack's voice over the shriek of the rotor blades, they heard her loud and clear over their headsets. "This is Apple Actual, wadda we got out there?" Asked Applejack, her voice casual but holding a tint of worry.

"Not pretty, I'm spotting at least three T-90's and various light armored units moving in right below you." As to make this statement true, the group heard the resounding boom as the three separate cannons fired at the Black Bird. Rarity and Twilight whimpered as the the cannon shots barely missed.

"Roger that, stay frosty Rainbow." They heard Applejack reply as they cut the frequency. Suddenly the group heard the shriek as a jet flanked them, Rainbow Dash waved from the cockpit as she preformed a barrel roll and peeled off to chase down the tanks moving below.

"Well this is my stop ladies, you be careful know." Said Fluttershy as the chopper approached a massive red and white radio tower.

"Stay safe Shy." Shouted Applejack as she suddenly swerved to the right in an attempt to dodge an incoming RPG which just barely missed the rotor.

After a little while the three remaining mares found themselves hovering over the enemy encampment. "Alright Twi, wish you the best of luck, don't worry, me and Rare'll be coverin yer flank from above." Shouted Applejack as she strafed the chopper over the objective labeled A.

"Thanks! I'll be countin on ya!" She shouted as she jumped out, deploying her parachute behind a couple buildings. "Alright Twilight you can do this! You've done it before and you can do it again." She muttered to herself as she silently walked over to where the objective was casually stationed against a wall. She counted down to herself as she saw more enemies running past in a bum rush to join the big fight.

"Now!" She hissed as she dove out of cover and planted the C4 all over the charge. As expected it wailed warning and flashed red as the server seemed to realize it was being attacked. She heard swearing from somewhere nearby. Steeling herself she took the safety off and deployed her bipod on the ground. Suddenly the roar of chain gun fire ripped through the eye-of-the-storm quiet that fell over the base. Twilight smirked as she heard the dying screams of ponies filled the air as the chaingun continued to spin blazing death on the unfortunate souls below.

"That's my girl." Twilight giggled as the objective let out one last drone and blew, becoming nothing more than a few short circuits amidst plastic rubble.  

Things had been going great so far, as Twilight ran over to the final objective she heard their wonderful day go downhill. "Applejack! Towers going down I need immediate evac now!" Shouted the panicked voice of Fluttershy. Twilight paused to see the massive red and white striped tower start tipping towards the east as charges went off. Twilight could just stare in shock and awe as the metal shrieked and groaned, unable to hold it's own weight anymore.

"Dagumit! Hold on sugarcube i'm commin! Sorry Twi, think ya can handle yerself?" Asked the concerned mare, her voice rife with panic as she leveled off. This snapped Twilight out of her daze as she ran towards cover, recently spotted by two engineers.

"Sure! I'll be fine! Go save Fluttershy and meet me back here!" She shotued as she fired back at the two, the MG36 roaring in her hooves.

Her spirits sank even lower as she heard the panicked voice of Rainbow Dash broadcasting over the maine frequency. "Mayday mayday! I've got two Sukhois on my tail! Where are the AA guns!?!?" She shouted over the airwaves. Twilight glanced over to the objective, it sat there like a water after a hard hike to the desert. About 3 meters behind it sat the enemy's AA turret, the massive guns loomed over all the small buildings as they fired at the approaching mare's jet which was frantically trying to get rid of the enemies through maneuvers and chaff.

"No Twilight! Stick by your friends! They've stuck by you haven't they?" Shouted her mind, she shook her head once and dashed over towards the still firing turrets. "I'm commin Dashie!" She shouted to the still panicking mare.

As soon as she reached the rectangular gun she stabbed the russian and took over, finding the two opposing fighters and opening up a hailstorm of large caliber fire. Eventually she shot down one of the two with a lucky shot to the fuselage.

The other was quickly despatched as Dash rolled behind it and opened up her missile silo's turning it from jet into scrap. "Thanks Twi, I owe ya one." Rainbow did a fly over as she spoke into the mic. Twilight smiled a bit as she exited the gun. Her joy was short lived however as the tower which had staled it's own demise, finally gave in to the pressure and finished it's descent.

"Applejack!" Shouted Fluttershy on the verge of hysteria as the ground gave.

"I don't think I can make it!" Shouted Applejack in the distance Twilight saw a black dot slowly making it's way to a swiftly collapsing tower.

When all seemed at it's lowest, the Rainbow mare decided to repay her friends.

"Hold on Fluttershy! I'm combing!" She shouted doing a loop and going MAC-1 as she sped up in a desperate attempt to reach her friend.

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Fluttershy hyperventilated as the tower screeched beneath her, tilting her to the side and giving her an insane sense of vertigo.

She saw the friendly jet boom and speed up towards her, knowing what she was about to do, she calmed her heart down to an equine rate.

"C'mon Fluttershy! You've stared down a dragon, you've stood up to a griffon, and you've stared down the chicken version of Medusa! If you got through that, you sure as hell can get through this!" She steeled herself as she waited for the perfect time,

Closer

Closer

Closer

Now! She vaulted over the rail as the fighter flew underneath her, landing hard on the aerodynamic surface. The wind whipped her face and forced her to close her eyes but she felt a wave of relief wash over her as the cerulean mare beamed at her from the cockpit.

"Welcome aboard Ms. Fluttershy! Care to join us?" She asked Sarcastically as Fluttershy found a nice niche where she could sit without the fear of falling. Pulling the army issue goggles over her eyes, Fluttershy giggled as her wings relaxed.

"Thanks dash." She nearly whispered into the mic.

"Oh shit! Incoming!" She shouted as a Sukhoi-Su 35 seemed to pop out of nowhere.

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Rainbow Dash had been doing fine mowing down ground units, she admitted that she would have been fried horse meat if Twilight hadn't shot down the first of the two pursuers but after that everything was peachy.

Until now.

With Fluttershy still on the outside of the jet she knew she couldn't take offensive maneuvers. The bigger problem was that the jet didn't have any niches so Flutterhsy couldn't keep a hold even if she sped up by one or two knots.

As she sat there panicking, she didn't notice Fluttershy straitening from her crouched position, leveling her gun and shouting.

"Dashie! Hold her steady!" Shouted the butterscotch mare as she took a deep breath as she looked down her sites into the eyes of the enemy pilot who was staring back with a look of shock and disbelief.

The last thing that went through his mind was; "She's not gonna-"

He was cut off as she felt rather then heard the M82 bullet whizz through the air, it's speed enhanced by the absence of air resistance as it pierced the normally protective glass of the enemy fighter.

"Got em!" Smirked the pink maned pegasus as the enemy jet seemed to loose all speed and slowly plummet into the ground.

"Woo! My hats to you girl!" Screamed Rainbow Dash in excitement.

Their victory was short-lived however as the instruments within the F/A Super Hornet started going haywire. "Shit! They deployed heatseekers!" Panicked the mare, she was all out of chaff and with Fluttershy still on, there was only one option left to take.

"Bail!" She shouted as she saw the missile approached from a rear facing cam.

Fluttershy saw the incoming projectile and leveled her gun, this was going to be the ultimate test of marksmareship. "No Dash! I got this!" She shouted into her radio.

For a moment the cornflower blue mare felt a feeling of disbelive pass through her. "Is she crazy?!?" She thought with hysteria, putting the plane on auto-pilot for a moment, she looked up to see 'The Stare'.

Dash chuckled to herself as she resumed flying. "What am I worried about? Fluttershy's got this." She thought to herself completely ignoring the life and death situation at hand.

Fluttershy felt the world slow down around her, the noise of the jet was replaced by quite as she emptied the remaining two bullets into the incoming missile.

The first bullet embedded itself into the thick outer layer of the missile as it continued flying. She calmly took aim again and fired the last bullet in her magazine, straight into the butt of the first, sending it into the core of the missile.

Dash watched all this from the rear cam inside the cockpit, letting out another whoop as the projectile exploded nowhere near  it's destination.

"Hot damn girl! Those are some mad MLG skills!" She shouted doing a little celebration dance involving her forelegs and shoulders because she couldn't move anything else.

Fluttershy slapped the glass of the cockpit making the mare underneath jump a little. "Please don't ever say MLG in Cattlefield." She stressed every word.

Rainbow gave a nervous chuckle as she resumed flying.

Soon the two met up with Applejack. "Now I recon that was some of the fanciest shootin I ever did see!" She whistled appreciatively making the pastel mare blush.

"It was nothing really." She said trying to hide behind her fluttering mane.

"Nothing? Girl you just shot down a missile with a sniper! I sure as hay don't call that nothing!" She retorted trying to get the praise through to the shy mare.

Suddenly their little group celebration was cut off as Twilight's voice joined their's, her's however was accompanied by small arms fire.

"Girls i'm surrounded and our reserves are running low! It's all or nothing!" She shouted as she let out another blast of gunfire.

The 4 mares steeled themselves. "C'mon in Fluttershy!" Shouted Rainbow Dash slowing down enough to open the cockpit. Fluttershy jumped in and took up the secondary spot as Dash hit MAC-2.

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Twilight Sparkle continued to gun down pony after pony as her ammo began running out. Quickly she grabbed a new round magazine for the MG36 and popped it in, redeploying it on the low hanging concrete block she was using as cover.

She could see the objective behind the waves of ponies rushing at her and silently swore. "Dammit! If only i'd been faster." She muttered to herself, barely heard over the barks of machine gun fire.

Suddenly she heard the tell-tale mechanic grumbling accompanied by a tank as it all but mowed down her makeshift last stand.

"Holy Sweet Celestia!" She swore as she dove out of the way of the oncoming APC, it swiveled it's grenade launcher around and prepared to destroy the mare.

Twilight closed her eyes as it locked it's sites. "This is it huh?" She thought to herself as she felt growing fear in her belly.

Suddenly she heard shrieking whistles as two missiles embedded themselves into the lightly armored carrier, immediately destroying it.

"Twi! Come in Twi! You okay sugarcube?" Asked the perpetually concerned voice of Applejack as the chopper hovered overhead.

"Yeah i'm good girls." She said slightly dizzied by the explosion. She noticed a rope descend from the helicoper as she was joined by Rarity.

"I'm terribly sorry for the delay dear." Said Rarity checking her ammo and sites as she huffed. "I do belive though it is time to end this." She said fixing Twilight with a gaze.

Twilight snapped out of her daze and nodded back. Reaching a silent agreement, the two mares made their way towards the objective.

Applejack drove the now useless Black Hawk into an oncoming buggy and joined the charging mares, firing off her 870 along the way.

Rainbow Dash kept making runs, destroying most of the vehicles and ground units along the way. After 3 attempts, the group of 3 finally made their way over to the objective which was located within a now bombed out warehouse.

Twilight threw down the last of her ammo stashes and the three put down the last of the C4. "Ready girls?" Asked Twilight as she reloaded her MG for what she hoped was the last time.

"Ready as I'll ever be." Muttered Applejack picking up a nearby AK-74U from a dead pony nearby.

"I do hope this won't cause the quite the ruckus, fighting can get quite boorish after a while. Anyway I need a nice bath and comb after all this." Complained Rarity prompting eye rolls from both Applejack and Twilight.

The alarm went off and the fight was on.

The base was now fully alerted to the invaders due to the ruckus Twilight made earlier. "Hot damn how many of these guys are there?!?" Shouted Twilight as she gunned down the twentieth pony by herself.

"Well seeing as how you messed up yer sneaky approach I'd say all of em!" Retorted Applejack sniping ponies from afar with her specially designed bullets fit for the 870.

"Incoming!" Shouted Rarity as a T-90 smashed into the side of the warehouse causing it to collapse.

"Aw hay no!" Shouted Applejack pulling out an RPG. She fired once and managed to get the tank in the treads. The cannon rotated until it was staring the mare directly in the eye.

Applejack gulped, her eyes the size of saucers. "Um....sorry?" She tried meekly.

Suddenly the group heard the tell-tell shrieks of a jet as both Rainbow Dash and Fluttershy shouted;

"INCOMING!"

The F/A Super Hornet crashed through the roof and into the tank causing it to be cut in half as it exploded.

"Nice work there partners." Said a sarcastic Applejack as the two joined the fight. Fluttershy merely groaned as she unsteadily got to her hooves.

"What can I say? I'm awesome." Chuckled the mare as the objective gave a final wail and blew.

The ending theme began playing as the 5 were engulfed in a white light.

"That was fun! We should do that more often!" Commented Rainbow Dash who was quickly silenced by four voices all shouting in unison.

"NO!" Next Chapter: The day all hell broke loose Estimated time remaining: 11 Minutes