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"Oh buck they're everywhere!"

"We need back up!"

"Oh sweet Celestia."

"We're getting overrun!"

"Three platoons down! Four platoons! Five platoons down!"

"STRIPER! THIS IS GENERAL BLUERIVER! WHERE THE BUCK ARE THE COLTS!?"

"I NEED YOU IN THE FIGHT COLTS!"

"General, this COLT A-L, be advised COLTS are on the ground.". The battle for Manehattan was going poorly, 80% of the pony troops there had been slaughtered and the griffons kept on coming. COLTS Alpha and Delta had arrived but even they might not be enough to take back Manehattan.

XXXX

COLTS Omega raced back to COLTS-01 carrying their deceased comrade. Black Soul had been killed only moments ago by Captain Gore who had attempted to capture the elements and Luna. Black Soul gave his life defending the ponies. Everypony was feeling for Black Soul, he had just started to turn his life around and change his ways. Striper saw the COLTS arriving with a pony on their back.

"No." He said as he knew one of them had been killed. He ran out with other officers working at the base.

"Who was it?" Striper asked Deadeye.

"Black Soul." Deadeye said. "He was protecting the princesses and the elements when Gore killed him.". Striper noticed Black Soul's body and saw that he looked just like any other pony instead of his usual dark appearance.

"The time for mourning will come later, we need you boys in Manehattan. Every position has been overrun and the army is scattered all to hay at random points throughout the city. COLTS Alpha and Delta are already there." Striper said.

"Yes sir." Deadeye said. "Move out!"

"YES SIR!" The COLTS replied. Each of them making a promise to avenge Black Soul's death.

"Pick up men, it's a day's journey to Manehattan even at our speed!" Deadeye said as the ponies picked up the pace to the war torn city.

XXXXXX

The citizens of Ponyville where still in shock at what had just played out. Soarin and Skullcrusher were still unconscious, and many ponies were still mourning Black Soul. Celestia and the CMC were the ones who were affected the most.

"Sister, please stop crying. He is in a better place now." Luna said in an attempt to comfort her sister.

"We were about to finally be able to be together again and now he's-" Celestia said but couldn't finish the sentence because she was crying so hard. Luna gave her sister a tight hug. It must have been so hard for Celestia watching the pony she loved turn evil and locking him away for over a thousand years and when he was finally becoming good again he died right in front of her. Luna didn't know what she would do if she ever lost Big Mac.

"I-I hate them, I HATE THE GRIFFONS!" Celestia screamed as she floated into the air and created a glowing aura so bright it nearly blinded all the ponies in the room. Celestia than calmed down and floated back to the ground, her flowing mane was a mess and her eyes were red from crying.

"It's okay princess." Twilight said. Celestia sniffled and smiled at her. The two princesses than departed back to Canterlot. Applejack and Rarity were looking for their younger sisters but couldn't find them. They eventually found them sitting in the park where Black Soul took them and had a snow fight. They sat there sadly and quietly as they remembered all the good times they had with him. Even though he was only with them for a day, they felt like they had known him forever.

"Sweetie Belle?" Rarity asked as she approached her sister. "It's time to go home now."

"Come on Applebloom and Scootaloo, we have to get back to Sugarcube Corner." Applejack said but none of the fillies moved. Applejack and Rarity moved closer and saw they were etching something on a bare tree trunk. They moved closer and saw four initials and a heart carved into the tree.

AB, S, SB, BH Best friends forever.

Rarity and Applejack recognized the last initial as Bunnyhop. The two mares cried a little as they saw how much the fillies liked Black Soul. The three fillies than wrapped their scarfs around the tree and slowly walked back.

"Ah'm sorry sugarcube, he was a good pony." Applejack said as Applebloom collapsed into her sister's shoulder and began crying once again. Rarity put Sweetie Belle and Scootaloo on her back as the five ponies walked back to Sugarcube Corner. They found the rest of the mane six and Spike were already there but they were all dead silent. Even Pinkie Pie was quiet instead of her usual talkative and hyper self. It was a quiet night full of tears and mourning throughout Ponyville.

XXXX

After twelve hours of non-stop full sprinting, the COLTS could see the destroyed and burning skyline of Manehattan. Blitz immediately began to flip out due to his worry about his family's safety.

"Oh no! What if they didn't make it out? What if they're-" Blitz said but was silenced by Big Mac.

"Ah'm sure they got out in time, you said they live on the border right?" Big Mac asked.

"Yeah." Blitz said. "They must have escaped before the grifs got to them." Big Mac also had family in Manehattan but he wasn't worried, his aunt and uncle orange had moved from Manehattan to Dodge Junction which was farther inland when the war started. The COLTS saw a caravan of civilians walking away from the war torn city. They were carrying bags with food, blankets, water, and other necessities. The ponies began to clap when they saw the COLTS moving towards the city.

"It's the COLTS! We're saved!"

"Grifs got no idea what's coming their way!"

"Take back the city!". The COLTS nodded their heads and continued forward more motivated now. Blitz could see his younger sister and mother in the far side of the exodus group and felt a sense of relief come over him. Deadeye looked at his troops and made a promise to himself.

"I am not losing another soldier." He thought as the COLTS advanced towards the city. They entered the outskirts which had not yet been attacked by the griffons. They saw civilians making last minute departures from their homes. There was no rally point since the army had been scattered, there were only pockets of small resistance forces throughout the city.

"LOOK OUT!" Autumn said as a flaming boulder hit a nearby tall building and sent it tumbling down on the COLTS. A large chunk of rock fell on Silent Shadow but he was able to kick it off.

"You okay?" Autumn asked as he helped Shadow to his feet.

"Yeah I think so." Shadow replied. "Thanks."

"No problem." Autumn replied. The COLTS were bonding with each other fast since Black Soul's death. Suddenly they heard crying.

"You guys hear that?" Deadeye asked.

"Eeyup." Big Mac said as he followed the source of the crying. He tracked it all the way to the rubble of what used to be an apartment.

"Sounds like sompony is trapped." Blitz said. Big Mac nodded and put his front hooves under the large rock and lifted it. He saw a mare holding two crying foals.

"Are you okay ma'am?" Deadeye asked.

"Yes thank you so much!" She said. "Where do I go?"

"O-3, carry her to the edge of the city so she can join the other leaving civilians." Deadeye said. Blitz went and hoisted the mare on his back.

"Hold on tight Ms." Blitz said as he sprinted full speed to the edge of the city to drop the family off. He arrived back after fifteen minutes due to his great speed.

"Alright let's keep moving." Deadeye said. There was an eerie silence, the only sounds came from the still blaring sirens and the occasional fire of cannons and catapults. Manehattan was usually constantly hustling and bustling with activity but now it was a ghost town. The eerie sounds of doors and windows creaking open and the sight of deserted buildings only added to the grim atmosphere.

"COLTS, anything beyond this point is considered to be hostile." Deadeye said. He figured no civilians would still be present this deep into the city. The COLTS started walking inside the buildings for cover since there were so many places for the griffons to ambush them. Deadeye's hearing picked up something on the other side of the wall they were at. Deadeye held up his hoof as he slowly advanced forward. Sweat began dripping down his face as the adrenaline in his body began pumping. He turned the corner and saw a figure come out at him, he almost fired before realizing who it was.

"Recoil! You scared the buck out of me." Deadeye said as Recoil and his team rounded the corner.

"Deadeye? Fancy seeing you here." Recoil said. "Where is Black Soul at?"

"He's dead." Shadow answered.

"Heh, how'd he do that? Not following orders and getting himself killed?" Recoil said laughing. The COLTS all became angry, the knew Black Soul and Recoil hated each other but that comment was inexcusable.

"He died protecting the princesses and all the ponies in Ponyville! Why don't you show a little respect!?" Autumn yelled. Deadeye turned around shocked at Autumns outburst. Autumn was usually a huge kiss-ass to his superiors.

"First of all sergeant, watch your mouth I do outrank you and second, I didn't know that's how he died!" Recoil said now feeling terrible for saying such a thing about Black Soul.

"Listen we have more important things to do that listen to you two bicker!" Deadeye said.

"He's right, the cities been overrun and the army is scattered all to hay!" Recoil said. "We better get moving."

"Agreed, COLTS move out." Deadeye said as COLTS Omega and Alpha walked in together to battle. They moved through rubble, dead bodies of soldiers, and destroyed artillery. Big Mac picked up a patch he found on one of the soldiers arms.

"This was the 4th regiment." Big Mac said.

"Nothing we can do for them now, keep moving." Deadeye ordered. They came to a clearing where they heard screaming and explosions. They saw a group of twenty unicorns fighting against an ambush. The COLTS immediately swept in and killed the ambushing griffons with some well placed shots by Silent Shadow.

"Thank I thought we were goners." A unicorn soldier said as he took his helmet off and rubbed the sweat off his face.

"What happened here?" Recoil asked.

"Grifs attacked in the evening last night, the used the cover of the snow here to sneak in on us, there were tens of thousands of them. We killed hundreds of them but they kept on coming. They eventually took the city." The unicorn said.

"How many of you are left?" Deadeye asked.

"There were 80,000 troops here when the grifs attacked, now I'm guessing there is maybe ten or fifteen thousand left who aren't dead or injured." The unicorn said.

"Try to contact them or find the rest, we will organize a counter offensive." Deadeye ordered. "With two COLT teams here and a third incoming, we should be able to take the city back.

"Are there any other reinforcements coming?" The unicorn asked.

"General Silver Star called in all reserves and has directed them here, the reserves are about one million strong but only an eighth of them are coming here." Deadeye said. "They will be here in a few hours but the grifs artillery will level them before they can even get close. We have to strike now."

"What do you want us to do?" The unicorn asked.

"Round up all surviving troops and rally them here. We will move forward and kill as many grifs as we can." Deadeye explained.

"Yes sir! Good luck sir!" The unicorn said. "TROOPS! YOU HEARD HIM! MOVE OUT!"

"AYE AYE SIR!" The unicorns replied as they headed out. The COLTS moved deep into enemy territory and were now in stealth mode. The COLTS figured it would be best if they eliminated the griffon commanding officers which would leave the griffon forces in disarray and than take out the cannons and catapults. COLTS Alpha headed to the west while Omega went east. They were walking through a street when they heard marching.

"Hide!" Deadeye said as the COLTS ran into empty buildings or hid in the piles of rubble. They saw hundreds of griffons march past with large crossbows carried on platforms. The COLTS stood absolutely still as the griffons engaged in a conversation.

"The raid on Ponyville was a failure, Gore failed to capture either the elements or Princess Luna." A griffon general said.

"What do we do now? The whole reason we attacked this place was to draw the COLTS away from Ponyville."

"So this whole invasion was just to distract us?" Deadeye thought a little shocked that the griffons would be willing to jeopardize the lives of thousands of their troops and completely demolish a major city just to capture several ponies, sure they were important ponies but even still.

"It wasn't a total loss, they killed one COLT named Black Soul he was also called Mr. Bunnyhop!" The griffons all laughed. The COLTS found it hard not to jump out and kill them all, they were boiling with anger.

"We are probably gonna pull out." A griffon said as he took a swig of his canteen.

"Oh no, none of you buckers are leaving here alive." Autumn thought. The COLTS snuck through the convoy of griffons and continued their way towards the artillery. After dodging massive patrols and killing griffons who had strayed from the group they made their way to the catapults and cannons, only problem? It was loaded with guards.

"Buck there are too many grifs! How are we gonna take it out?" Deadeye asked.

"Look sir!" Autumn said pointing to west. Deadeye said Recoil with his team and COLTS Delta which was now under command of Captain Raindrop since Earthshock had gone rampant.

"Anypony got a plan? I'm fresh out." Deadeye confessed. He than saw hundreds of pony soldiers appearing over the horizon. They must have been the remnants of the division that was stationed here.

"The calvary's here, lets take back the city!" Big Mac said.

A little on the short side i know. I also feel extremely bad about killing Black Soul after reading some of the comments. R&R

"We never retreated! We just heard there were more commies behind us than in front of us so we about-faced and attacked." - Lieutenant Chesty Puller.