With the smoking, blood stained rubble that was once a train yard at their backs, the survivors of the Lunar Guard as well as Shining Armor and his small retinue moved off deeper into the burning city. The almost sub vocal, constant low roar of the flames accompanied by the faint, echoing pops and sizzles of discharging magic carried to them over the heat driven winds. A background to the shuffling of many hooffalls on cobble and the clatter and clink as armor and kit rattled in motion.

The company had formed up a loose, non-uniform circle that stretched across the wide street, from wall to wall through the seemingly deserted factories and warehouses that comprised Canterlot's industrial district, clustered around the rail lines that were the cities very life blood. When Captain Dusk spoke, his voice, crisp and clear, was sudden enough in the eerie silence to make several in the contingent start and reflexively turn to him.

"First platoon, pego's up and forward. Rooftop level, eyes only. Do NOT engage. See what's to be seen, and report."

The flutter and thump of wings joined the low noise of a reinforced company advancing. A dozen pegasi took to the smoke choked sky, bounding up to the surrounding industrial rooftops in smooth motion. They ranged forward, running as quietly as their armor would allow along the rooftops, using piping, A/C units, chimneys and the large, boxy shapes of ventilation stacks that festooned the roofs as impromptu, yet effective cover and concealment. In near silence, they disappeared into the heavy, flickering shadows.

Shade, a barely there dark shape in the best of lighting, was all but invisible in the fickle, dulled orange luminescence cast by the city burning several streets away. Closer around them, however, the damage was minimal. The streets were abandoned, peaceful. Nothing moved over the cobbles save the Guard and the occasional wind driven bit of paper or plastic debris. Even the occasional broken window or defaced store front was a sight that, in this neighborhood, would be just as common in a time where the city wasn't in its death throes. The young corporal pushed through the press of armored bodies, to the head of the column where Behemoth had taken point. When he spoke, his words were quiet, carrying just far enough to reach the once Captain.

"I don't like this, sir. It's too quiet."

Behemoth grunted noncommittally as a response. Shade continued.

"They have to know we're here, there's no way the fight at the train yard went unnoticed. Especially with the...Hive Mind...thing..."

His eye scanning the road ahead, neither turning to face his young protege or altering his steady stride, Behemoth's response was just as quiet.

"It's either good news or bad news. It may be that the fight for the city is going so bad for the Cult and Hive, that they just don't have the bodies to spare to throw at us here. Maybe, just maybe this time the city isn't going down without a fight. It's either that, or..."

He turned to Shade and smiled. It was cold and humorless. A rictus grin that conveyed no joy or reassurance. Shade suddenly regretted starting this conversation.

"Or, they've already taken the city, and are massing their forces, surrounding us to be sure they get us all this time. That when they flood in, crashing over us like a tsunami of blades and teeth and death, that none of us escape to ever disrupt their plans again."

The one eyed veterans gaze went back to scanning the road ahead, his disturbing smile fading.

"Either way it don't change what we're here to do. There's a lot more blood, a lot more death coming before this day is through. Best ready yourself for that, kid. Win or lose, today won't end pretty."

That was, apparently, enough for Shade. He went silent, drifting back and away from Behemoth a bit as the formation moved on. He stayed quiet, alone in his thoughts, as the Guard marched on.

His silent reverie was finally broken, some minutes later, when he noticed Behemoth come to a sudden, unexpected halt. A display of their discipline and training, the Lunar Guard reacted without needing a single word. The already loose formation spread further, flattening itself against the brick and mortar walls that flanked the wide street and pushing a contingent forward to flank Behemoth in a wall of steel. At the core of the group, a half dozen of the largest, most physically imposing Guard, clad in the only six suits of tactical dreadnought armor that both Behemoth and Dusk Shield had managed to beg, borrow or steal over the last two years, took up cardinal positions around the Princess. Shade had, his training taking over subconsciously, drawn back up with Behemoth into wingpony position, three steps back, three right.

As even the muted sound of their march dropped away, silence reigned, the street became a tomb. The sounds coming to them from the rest of the city were twisted and distorted, a ghostly cacophony. Desperate yells and death screams echoed around them. The explosive crash and shatter of a fire gutted building collapsing. The shrieking chitter of hundreds upon hundreds of drones, and swirling above and through all the other noise, a never ending undertone, the base for all the rest, the ceaseless crackle and roar of climbing flames.

Shade, scanning the road ahead, saw nothing that would cause Behemoth to stop so suddenly, not when they still had so far to go, and speed mattered so much. The young corporal was about to speak, when Behemoth beat him to the verbal punch.

"Hold here, something is..."

He cocked his head to the side, bringing his original ear forward, listening. Shade could swear, crazy as it sounded, that he could hear Behemoth sniffing the air itself, like a hound.

"Something is...very wrong here. Hold the line, I'm scouting ahead."

Before Shade or one of the other vanguards could raise an objection, Behemoth was off, striding purposefully down the center of the road towards the intersection forty or so yards further on. They'd need to bear left at that junction, to put their contingent on a direct course towards the city center. Towards the Palace. It was left that Behemoth moved, alone.

Observing from a distance, Shade watched Behemoth advance cautiously, moving forward in a slow, smooth gait, his head turning slowly in a fashion that appeared overly exaggerated, until one remembered that his single good eye was pulling double duty. As he reached the corner, Behemoth flattened himself against the worn brick of a warehouse wall. After a moments pause, he poked his head around the corner, low, bending his head down to below the level of his knees, so that if a foe were watching that corner and waiting, he would not appear where he was expected to. It was a single, slow, smooth motion, out just far enough for his eye to clear the corner, a precisely three second linger, then back just as smoothly, just as slowly.

He straightened up, and again flattened himself against the wall. His gaze did not turn back to the Guard, but ran up the side of the building across from him. From this distance, he was hard to read, but Shade knew him well. Knew that seeking gaze, the faint, subconscious shake of his head that Behemoth only made when encountering something unexpected.

Unexpected, and, usually, terrible.

A hushed commotion from behind him tore Shade's attention away from Behemoth. Glancing over his shoulder, the young corporal was startled to see that the Princess had moved forward to within a few short steps of the front line. Her mountainous personal Guard moving quickly, as quickly as their armor allowed, at any rate, to resume their position around her. She paid them no heed, stopping only when she had drawn up next to Shade, her eyes focused laser straight on her scarred companion. She spoke, breaking the silence.

"Forward, to the cross roads. Steel yourselves, gird your constitution, our foe has revealed the depths of its wickedness and cruelty. Be prepared for the worst you can imagine. Reality will prove worse."

She moved again, the whole contingent swelling now, moving to quickly re-engulf her in their protective mass. Shade, with Dusk at his side, almost had to trot to keep pace with the long legged deity, striding forward without hesitation or apparent concern for her own safety. The first squad to reach the intersection stopped short, struck dumb by the sight that awaited them. The first of them, well trained, experienced veterans all, were doubling over, retching into the gutter just as Shade cleared the corner, and saw what had stricken them so deeply.

The road was a river of blood and offal. Bodies, dozens, perhaps hundreds of Canterlot's citizens decorated this stretch of road, running off into the distance as far as the obscuring smoke allowed them to be seen. They had been hanged from street lights, crucified on traffic signals, gutted on the worn cobbles and left to bleed out. Oddly yet deliberately shaped scrap metal forms lined the road, a body, at least one and often more, impaled viciously upon each. The street was red-black, thick with gummy, slowly cooking blood that ran from gutter to gutter.

Dusk strode up next to Behemoth, the two of them staring at the madness before them, trying to take it all in. Behind them, Shades constitution wasn't the first or last to fail, as he violently vomited his last meal into the rust red morass. They had seen terrible things, things that they still, years later, lacked the words or desire to describe in any fitting fashion. This was another sight that would never leave them, a display of sheer, unbridled hate that would stick hard in their minds for the rest of their lives.

For all they'd seen, all the dark and horrid things done as well as witnessed, nothing held a candle to this. Brutality for the sake of brutality. Cruelty without logic. Murder without reason. Death without purpose.

"Captain!!"

Both Behemoth and Dusk Shield whirled to the shout, their responses overlapping each other in a way that might have been amusing...under drastically different circumstances. Both silently glad for a reason to look away.

"We've found one...alive."

As the 'once was' and 'currently is' commanders of the Lunar Guard approached, they both saw that alive was, in this case, a very relative term. They both saw why the Sergeant who had reported had been hesitant in his choice of words.

A crude iron and steel form had been driven into the cobbles, a form vaguely reminiscent of the Celestial Sun that the cultists worshiped as a holy sigil. Formed from twisted and broken metal no doubt pulled from the surrounding warehouses and factories. The poor stallion had been impaled atop it, shoved down with considerable force onto the jagged and twisted metal spars, so that his back was bent across it, stomach to the air. He had been disemboweled, his abdominal cavity opened to the soot choked air. The ropes of his intestines pooled on the cobbles, around the jutting metal legs. Several of those spars now stuck up through his torn flesh. Neck, chest, leg, his opened stomach...the stench was terrible. Behemoth's surgeon's mind took quick and grim stock of the wounds he could see, and extrapolated the damage that would have been done by the steels passage to bone, muscle and organ.

His clinical mind spared him no detail, gave him no chance for false hope. This stallion, a teamster judging by his build and the worn harness furrows across his shoulders and chest, likely spent his days hauling goods and raw materials throughout the bustling metropolis. What such a soul could have done to the cult to deserve such a punishment was beyond even Behemoth's vivid imaginings.

He should have been dead. By some miracle, or, perhaps more accurately, some curse, he had managed to survive his impalement. Now, his eyes were fixed on Behemoth, pleading, as his throat was no longer capable of forming words, his mouth moved as if to try, but nothing came forth but a wet gurgling and a cascade of thick blood trickling down the once strong stallions face. The blades of broken metal had visibly pierced his right lung, liver, and bowel, and very likely sliced open his left carotid. The act of removing him from such barbarity would, without a doubt, end his life, and cause him even more pain, if such was possible, then the horrific amount he had already endured.

Dusk was struck, wordless for one of only a hooffull of times in his long and colorful career. Such a sight silenced him, his jaw clenched tight. He had no words. Behemoth, however, had seen this kind of thing before...Behemoth had DONE this kind of thing before.

"It's alright...you're alright now, we're here...just...just..."

Behemoth leaned down over the poor fellow who followed him, pleading with his eyes. With a single, deliberate motion, Behemoth slid his new blade around behind the stallions shaggy head, and, between the first cervical vertebrae and the skull, slid it up and into his brain-stem. It was a painless kill. A mercy kill. As the unnamed victims last, languishing breath slipped out into the hot air, Behemoth swept the corpses eyes closed with a feather light brush of his wing.

Straightening back up, Behemoth turned, noticing that the entire assembled Guard contingent was staring at him. He turned slowly, meeting those many eyes. When his spoke, his voice was clear and strong, carrying to all who listened a confidence he didn't feel.

"I expect you to do the same for any others found like this. We can't rescue them, but we can do our duty and end their suffering."

He turned, looking down the street. It was lined on both sides by more and more of the vaguely celestial shapes, along with dangling bodies that had been strung up, citizens, by the dozens, who had been hung from street lights and awnings, as well as other poor souls, impaled in the same fashion as the first.

"Double time advance. Give mercy where you can, but move out at speed."

Without another word, or waiting to see if his orders were followed, Behemoth strode purposefully back to the head of the column, his head up, eyes fixed. After a moment, the others moved, carrying out their orders. Dusk and Shade moved forward, again flanking Behemoth, and Luna stepped up with him, resplendent as ever in her antique armor. They all ignored the fact that they were walking through heat blackened blood and viscera now spilled on every cobble. She spoke, just loud enough to be heard over the clinking metal and sticky-wet hooffalls.

"You did all that could be done...nothing but mercy is left for these poor souls."

Behemoth nodded, scanning the road ahead. They spoke without looking at each other.

"Yes, I know. Nothing but mercy for them...and no mercy for those that did this."

A half dozen more intersections came and went, the sight down some of the streets as eerily quiet as the road they had left, deserted and silent. One silent and serene, the next they came to would be a raging inferno of flame, petals of orange and red wavering forty yards high in the sky, swirling flames chewing through homes and shops and businesses unrestrained. Without remorse or pity to the lives and livelihoods devoured.

At another intersection, they came upon a pump wagon, smouldering as the high flames licked at its wooden frame. Around it lay the scattered and burning bodies of the half dozen fire ponies who had braved the madness to try and save lives, and who had lost their own in turn. Not even they were safe from the predations of the blood mad cult and it's Changeling lords. They had chosen to risk their lives in an effort to save others, to leave the relative safety of their station to try and make a difference. None were spared in this typhoon of fire and blood. To be found was to be killed. Many more would die before this day was through.

The flames had been released, and, cut loose, feasted on the city. The smoke was growing thicker the farther they moved into the capital. Logic told them it would be dusk by now, creeping into evening, but the smoke and fire had reduced everything to a orange-brown hellscape. It could have been noon of a summers day, or a winter midnight beyond the city, there would be no way to know here, within the madness. All was smoke. All was fire.

Behemoth coughed and spit, the expectorant thick and black from the soot his every breath was pulling in. His eye was watering, yet his vision was still clear enough to see the swiftly approaching shadows bank down into the boulevard a hundred or so yards ahead as they moved past the intersection with the now fully burning fire wagon. He opened his mouth to shout a warning, but recognized those shapes before a word was formed.

The scouts had returned.

Lieutenant Stratos, the same who had led the high altitude scouting back at Ponyville's rail yard, flared hard, his long, thin wings beating fast and forcefully to arrest his impressive forward motion. Behemoth felt a twinge of envy as he watched such a casual display of airborne talent. Only a few short years ago, he could have flown like that. With that unconscious skill and grace. One wound among scores had put paid to that talent, long since. He ignored the pang.

Stratos landed, rear hooves first, a few short yards in front of Behemoth and his vanguard, the Princess still at his side. Stratos used the last of his momentum to approach at a trot, a graceful and perfectly executed transition from wing to hoof.

"Sirs, the Palace, the courtyard walls have been breached in multiple locations. I heard fighting from within, but...there were too many drones in the air, I couldn't get close enough to see-"

Dusk cut him off.

"If the walls are breached, if they can't hold the courtyard..."

Behemoth finished his thought.

"Next stop is the Throne Room."

His voice was deadpan and calm, in no way displaying the tingling rush that ran up the back of his neck. The electric jolt that nearly made him shiver.

"That cannot be allowed. Dusk?"

The older stallion nodded. He turned, breaking into a full speed gallop down the road the scouts had just come from. Behemoth with him step for step. The Company kept pace, forming ranks without needing the order to do so. Through the thick smoke, past the billowing flames, the majestic, impractically thin towers and spires of the royal palace were visible now, the mountain they were built out of stabbing into the soot choked sky in defiance of the death and destruction all around it. The once perfect stretches of marble towers were now blasted and marred, some had collapsed, falling down the mountain in an avalanche of masonry, yet most still stood. For now, at least.

"Multiple breaches, the fight will be to our left as we enter...enemy still entering?"

Dusk spoke as he charged, setting the pace for the hundred and a half souls that followed in his wake, planning while he ran. The last was a question, directed with a hard, steady gaze to Stratos, who nodded in confirmation.

"Alright then, here's the plan..."

- - -

If such a place as Hell existed, he was certain it couldn't hold a candle to this. Decades past the day he should have retired, older by half a century then many of the Guard he fought alongside, Grand Quartermaster and Lord of the Forge, Logis swung the massive, gold plated and ornately decorated hammer that was the sigil of his office, meeting the snarling, shrieking mouth of another cultist square in the snout, the force of the blow turning the face into a bloody crater of meat-pulp and bone chips. The corpse collapsed with a gurgling sigh, joining dozens, hundreds of other bodies crowding the ground, limp and broken. Many of those bodies, far too many of them, were clad in golden armor that Logis himself had forged. Sundered bodes were piled on the broken and jagged marble walkways, the trampled and blood flooded lawns and gardens of what, at dawn, had been one of the most tranquil, beautiful locales to be found in the Capital.

His back ached, old muscles screaming, his legs felt leaden and heavy. His breath came in ragged, burning gasps. He lowered his shoulder and charged, slamming the huge bulk of his pauldron into the chest of a hissing drone. The impact cracked the beasts sternum, the momentum throwing it back into a group of its kin crowding in in its wake. A new jet of glowing green blood splashed across a shoulder plate wider then a lesser stallions chest, mingling with the red and green that already drenched its surface.

A Guard of the First regiment, identifiable by the subtle, company specific differences that Logis himself had forged into their armor, surged forward, driving his lance into the chest of one of the stumbling drones. It died screeching, but the colt had broke formation in pursuit of the kill. A half dozen of the Changeling brood fell upon him. Screams and spurts of ruby bright blood were all that rose from the heap of chittering death. Logis knew the Guard was already dead as he waded in, crushing exoskelital skulls with heavy hammer blows.

"HOLD THE LINE!!SHOULDER TO SHOULDER, DON'T BREAK RANK!!!"

His back ached, old muscles screaming, his legs felt leaden and heavy. His breath came in ragged, burning gasps. He found his voice through his fatigue. Another cultist came at him, screaming, eyes wide and murderous as she plowed into the much larger form of Logis. The mindless fury of her reckless assault forcing him back a step as he smashed her aside, his maul smashing half a dozen ribs on her left flank, picking her clean up off the blood soaked grass and hurling her broken form back into her horde. That one backwards step met a solid obstruction. A half seconds glance back showed that he'd been pushed back to the base of the stairs leading up to the meter thick, titanic oak doors that led into the Throne Room.

That half second distraction almost proved his undoing. His attention returned forward just in time to catch a gleam of fire-lit steel as a spear, a spear he had forged, and that had undoubtedly been taken off the corpse of a fallen Guard, gouged a deep crease along the cheek of his heavy helm. The blow had been aimed at the helms eye socket, and if not for a turn of fate and a two inch turn of his head, would have punched through into Logis' eye, and on into his brain. The impact was still enough to tear off his helmet, the heavy golden armor knocked clean off, disappearing into the mad, swirling melee.

The face underneath the lost helm was aged, deeply lined, weathered and leathered by decades spent over a forge and anvil. Emerald green eyes, that normally would be bright and gleaming with kind joviality, were dark now with fury and pain. Set in a face as craggy and seemingly wide as a mountain range, slate grey, between a stark white high and tight mane above, and a full, flowing beard below that ran down into the breast plate, bound and tied securely with utilitarian cord to keep it out of the way.

That wide, kind, grand fatherly face shot forward, smashing his forehead into that of his attacker, the blow causing his would-be assassins eyes to roll into the back of his head, and crumple to the ground where he was almost instantly trampled under the hooves of his surging comrades.

He brought the heavy steel haft of his war-hammer up, parallel to the ground and turned aside an overhead blow aimed at his neck. Logis let his grip slip on the right side, so that the crude forged sword swung at him angled down the handle of his hammer. Hot metal on metal sparks flashed and flared as strength tested strength, muscle and metal in mortal combat. He flexed, pushing his imposing right pauldron forward to meet the blade, stopping it dead and opening his opponents guard.

With his latest attackers weapon frozen against his nigh impenetrable shoulder plate, Logis pistoned the wide hammers face around into a now exposed neck, crushing the throat, and the spine behind it. Another body hit the blood soaked grass.

As this latest foe crumpled, the flow of combat opened a gulf, a scant few second reprieve between this wave and the next. Logis' stomach dropped. A dark dread spreading through his guts. In those scant few seconds, across the blood slick courtyard, he saw another section of wall give way as a gleaming black mountainous form bulled its way through the yard thick stone.

A monster of a Changeling, larger then any he had seen, easily half again his own imposing height, strode forward on six darkly gleaming armored hooves and brought its massive, chitinous bulk through the courtyard wall. Hundred pound chunks of marble and plaster rained down across its broad shoulders like a gleaming white waterfall. The stone-powder adhered to the creatures surface as if it was wet, staining the great beast a ghostly white, its glowing green eyes shining through the clouds. Chittering and shrieking, a wave of drones surged around it like water around a great stone, hundreds more, charging across the spilled rubble and spilled blood.

Logis knew he was dead. His contingent, what had started at two full companies hours ago would not survive this next wave. They were exhausted, battered and wavering. None that survived had done so unwounded. Logis knew, without the shadow of a doubt that they had nothing left to give, that this wave would be the last. There was no help coming, they had no where to run, and the fight was all but out of them.

Here, at the end, through the pain and exhaustion his heart swelled with pride. For hours they had fought, against an enemy that had outnumbered them hundreds to one. For hours they had held that implacable tide at bay.

The First and Tenth, mocked and scoffed at by their fellows in the line regiments, seen as little more then foals and a marching band, they had sold their lives dearly for every step their foe had taken across the courtyard. Slaying a dozen for every one of them that had fallen. They had fought longer, harder, then any company in the history of the Corps. Logis knew all of this, and knew that the tales of the bravery of those young warriors around him would die unspoken. That the Empire would never know about the sacrifices of those who had spilled their blood here. Who had fought and died just as the city around them died.

He squared his shoulders and readied his hammer, spinning it with a sharp twist, centrifugal force cleaning its golden surface of the red and green blood that marred it. He locked eyes with the Changeling Guard and felt a wave of palpable menace wash over him. It strode towards him, almost leisurely. With each thunderous step a drone was caught underhoof, crushed without a thought by it's master. So dense were they packed around its legs, that it couldn't step without crushing them. Those paltry losses made no difference to the tidal wave of insectile death bearing down on the last of the Celestial Guard. They came on without pause, without number.

The chittering tide of death surged across the grounds at a frenzied pace, blood-mad and barely controlled, they tore into every living thing they encountered. Their ersatz allies were the first to fall. Caught between the steel wall of the remaining Guard and the teeth and blades of those they had thought to be their allies, the last of the cultists broke, scrabbling for any respite, desperate to flee from the vice. They were sliced to ribbons, shredded to bloody tatters as they tried to flee.

The Changelings bore down, over the corpses of their betrayed allies, a living tide of chitin that filled the courtyard from wall to sundered wall. They flowed and ran like water, flooding over toppled columns, surging over heaped bodies, snuffing billowing flames with the sheer weight of their countless shiny black bodies.

Forty yards. Thirty. Twenty. Logis braced himself. Summoning the last dredges of his strength for what was sure to be a short and brutal fight. Somehow, he found the strength to shout over the screaming, chittering wave.

"HOLD! DENY THESE FOES!! FOR THE GLORY OF EQUESTRIA! FOR THE HONOR OF CELESTIA! NOT ONE STEP BACK!! KILL THEM ALL!!!"