As the endless tide of death reared up, cresting like a wave to wash over the last remnants of the Celestial Guard, something miraculous happened. The front ranks broke, skidding to a halt or stumbling over each other. Staggering and tumbling under the exo-skeletal hooves of their brood mates. The whole swarm wavered and turned, reeling as if the hundreds of creatures were a single organism that had just been struck a telling blow.

At the rear of the swarm, the Changeling Guard reared up, the front half of his monstrous bulk heaving off the ground. Its front legs and savage scythe-arms thrashed and clawed at the air, and the beast unleashed a long, undulating howl of pain and fury that reverberated through the courtyard, drowning out all other sound for several seconds. The sound issued from no mouth, as the creature had none. It was a mental cry of rage and pain, propelled not by lungs or throat, by but a wickedly powerful mind.

Dumb struck, the hive-born horde was seemingly unable to decide whether to push the attack or aid their suddenly under siege master, the Changelings were still milling, confused, their tidal surge stymied when a significant portion of the courtyards southern wall exploded. For the second time in barely an hour, a shotgun blast of stone and debris blasted a swathe of destruction into the Changeling swarm. Dozens died as masonry, propelled to supersonic speeds, slammed into, and in many cases, clean through gleaming black carapace.

For a moment, through the fresh chaos and the debris-fog, a single figure stood in the breach. As beautiful and terrible as the midnight sky, Luna eyed the blood swamped battlefield with a look of haughty disdain. Her armored horn was still smoking from the devastating blast, and as Logis watched, enraptured, it started to glow again. A dark mirage shimmer, the inversion of color, black and cold. A seething, consuming power that transformed her eyes to bottomless pits of dreadful darkness, as raw power radiated out of her like heat from a furnace. Like light from a sun.

The Lunar Guard, in full force and fighting form were through that breach and into the swarm before the last stone had landed. The two armies met with an ear shattering tumult, the kind of brutal cacophony one might expect to harbor the coming apocalypse. The four platoons of the Lunar Guard, its entire strength, charged into the courtyard in a tight formed echelon left formation. The leading edge coming in 90 degrees off the Celestial Guards left flank and straight across their line. Moving at a gallop, they crossed the courtyard, wall to wall in a matter of seconds, completely and masterfully inserting themselves into the fight between the two armies, shielding their gold plated brethren, and giving them a desperately needed respite. Logis wasted no time taking advantage of it.

"First and Third of Ten, get the wounded inside!! The rest of you, form up on me!! This fight ain't done!!"

With a smooth motion brought on by decades of practice, he secured his hammer to the magnetic clamps running along his left flank, and knelt, scooping up the heavy steel spear that had, brief moments ago, almost pierced his brain. He hefted it, bouncing it lightly on his hoof, testing its weight and balance. Perfect. He expected no less. It had, after all, been smithed in his forge. As Luna's next attack was unleashed, a rapid fire series of ink black bolts, two or three per second, each guided as if by its own whim into the face of a Changeling. Logis' green eyes, color faded a bit by years and a bit more by exhaustion and pain, squinted across the freshly joined battle, seeking...searching for his target.

There.

As his battered and bruised soldiers formed up on him, he reared up onto his back hooves and put the entire force of his considerable strength into propelling the broad headed spear across the full length of the courtyard. Pivoting from back hooves to fore, the entirety of his strength was put to this one task, every fiber that could be was dedicated to this.

With pin point precision the spear flew over the melee, missing Guard and Changeling alike by barely a hooves breadth. Trimming an NCO's helm crest, holing a changelings membranous wing in passing. They weren't its target. A laser straight flight of more then a hundred yards brought it to its prey. The exposed, rearing belly of this latest hordes synaptic connection, the Changeling Guard.

It's second nonvocal roar of pain and fury burst across the courtyard like an explosive shock wave. It, like all of the Changeling Guard, lacked a mouth, and as such, its roar was a psychic assault battering like storm driven waves against the minds of all those present. Those few who had been rendered unconscious by the fighting but had not been slain, let out grunts and moans, thrashing meekly in their fugue as they were plagued by nightmarish images tugging at their psyche.

Spontaneous nose bleeds and brutal migraines were the effects suffered by the Lunar and Celestial Guard, however the effect on the drones was much more physical. A second after the spear hit home and punched deep into the slightly less armored underbelly of the Changeling Guard, every drone present turned as one, surging back the way they had come, swarming to the aid of their injured master. They turned their backs to their foe without concern or second thought. Hundreds of drones, stopping mid fight and turning their backs to a fresh and ready foe, were struck down in the span of a few short seconds, as their Hivemind imperative overwhelmed blood lust and any semblance of tactical thinking or sense of self preservation.

Logis watched all of this unfold, and caught sight, through the madness, of a black shape, a pony shaped shadow against the back drop of the flaming city, lift off from the back of the Changeling Guard and angle back toward the front line with quick beats of silhouette wings. It was a distinctive shape, a shape that Logis knew well, having crafted the young fellows specialized gear to take full advantage of his unique physicality. Logis smiled with recognition, and whispered his approval.

"Good on you, Shade. Well done, colt."

Bright, glowing green blood sizzled and burned as it melted into the ground from heavy wounds in the back of the Changeling Guards centauric neck from the skill of Shade as well as from the hole in its gut. The spear had been dissolved almost instantly by the caustic liquid, but not before it had done its work. The Changeling Guard retreated back to and through the breach it had so dramatically torn in the courtyard wall. It somehow seemed much less imposing stumbling back in retreat, leaving a thick line of sizzling,viscous blood glowing and eating into the cobbles in its wake.

Logis, at the head of all that remained of the Celestial Guard, roared out orders, his vigor renewed, at least for the moment, as he charged off in pursuit of his foe.

"RUN THEM DOWN!! TAKE AS MANY AS YOU CAN BEFORE THEY LEAVE THE GROUNDS!! DO NOT FOLLOW THEM INTO THE CITY!!"

Logis stormed after them, heavy hammer swinging once again. The Changelings paid him no mind as he strode into them, smashing one after another. In those few short moments, as the combined strength of the relatively fresh Lunar Guard joined the beleaguered remnants of the two Celestial companies, more drones were killed then at any other point throughout the strife torn Empire during the course of that bloody day. Though visibly diminished, the horde was still massive when it escaped beyond the sundered walls. For every drone struck down, more made good their retreat into the burning city.

Logis stood atop a pile of shattered stones heaped inside one of the several breaches in the courtyard wall. The indescribable madness and distortion of fight time ebbed and flowed away, receding into the burning city as quickly as the retreating horde.

The battle, which had came upon them early in the morning, had been constant for the entire day. Now, twenty miles away, the closest point at which the sky was visible, it was evening. The sun falling low in the sky. It was a cloudless, darkening purple...except for the horizon wide smear of smoke chugging into the atmosphere from the dying capital, and beyond it the all consuming funeral pyre that marked the dead city of Manehatten.

Inside the capital, however, all was orange and black. The orange of flame, the black of smoke, char, and boiled blood. The smoke filled the sky, clamped low over the deserted and burning streets, tight like a lid on a simmering pot. No light, no sign of the outside world made it through. Those trapped within the city may as well have been on a different planet.

As the adrenaline that had kept him fighting for hours finally ebbed away, Logis started to shake as the never ending waves of adrenaline that had kept him in the fight for so long slowly receded. His entire body, massive and powerful regardless of his advanced years, shuddered, trembling with weariness and pain.

Looking around, his head moving sluggishly and with great effort, he saw many of those Golden clad warriors around him falling into a similar state. Many had collapsed, falling to their knees, leaning heavily on blackened trees, broken walls, their weapons, or each other. More then a few had collapsed into a fugue as the battle abated, the last of their strength all used up. They were being carried back towards the palace by their dark armored compatriots.

Logis turned the broad head of his hammer to the ground, and leaned heavily on the raised haft. He folded his forelegs over the blood soaked implement, shuddering violently inside his armor, gasping for breath that he couldn't quite catch. He closed his eyes and sank to his knees, resting there for a time. What stuck him the most was how suddenly quiet it all was. Hundreds of living bodies filled this courtyard, and thousands more lay dead, and yet it was all but silent.

As the tumult of battle faded, the service doors leading to the kitchens, recessed and halfway camouflaged, usually used for catering garden parties and state functions, swung open. A hodgepodge group of domestic staff bustled out. Maids, cooks, butlers, porters, gardeners. The many and varied workers that toiled in anonymity, the silent army that kept the massive facility that was the royal palace running like a well oiled machine. They carried bushels of food, great flagons of water, table cloths and linens that had been shredded into bandages, or bound to decapitated brooms to form makeshift litters. They moved quickly, quietly, and nervously, but nonetheless had chosen to leave the relative safety of the service levels to render what aid they could to the battered warriors.

Logis finally rose back to his hooves, slowly and deliberately stowing his proud weapon, as he heard the crunch and skitter of hoof falls approaching over the blood and debris. The simple effort of rising from a kneel had become a herculean task. He turned to face the two approaching stallions. Both were clad in the armor of Lunar Guard officers, Captains, in this case. The one eyed, dark blue pegasus whose armor was as scarred as the flesh beneath it, he knew only by reputation and by dint of his distinctive appearance. The other, he knew well. In spite of his exhaustion and pain, Logis smiled at the sight of an old friend.

"Good to see you, Dusk. Did you have a pleasant rest, waiting for the most dramatic moment to strike?"

Dusk smirked, putting a hoof around the shoulder of his much larger, and only slightly older, friend.

"Stow it you surly old bastard, you're just mad that you never were as theatrically gifted as I am."

They shared a laugh, Logis leaning perhaps just a bit on the aid of his cadet days friend. Moving slowly, they returned to Behemoth, who had hung back, passing on instructions to a gaggle of Sergeants as Dusk saw to his childhood friend. Behemoth's attention turned to the two old warriors as the NCO's headed off. He inclined his head in respect towards Logis. More a deep nod then a bow, it was no less a show of respect.

"Glad to see you made it, Master Smith, I was worried that our delay at the rail yard would keep us from relieving you in time."

"Had some fun of your own on the way in, eh? You'll have to fill me in on that later, Dusk. You must be...Behemoth, right? Dusk's mentioned you a time or two. As the saying goes, kid, damn you for being late, but bless you for coming."

Behemoth fell in step with the other two,the trio turning back to face the cratered and stained palace. Several of the outlying slender, delicate towers had collapsed, and its facade was stained with smoke and pock marked with magical impacts, but it held firm. In the courtyard before it, three hundred Guard moved with determination. The wounded were being seen to as fast as was possible. Every medic from the three Companies was working feverishly. The dead were being moved away, unceremoniously stacked to the side, clearing the field for more death that was to come.

Though none of the three would allow any outward sign of it, the sight of their brave, fallen warriors being stacked to the side like so much cord wood gnawed at them all. A twisting stab in the gut, a sense of failure and betrayal. Those who had fallen deserved better. Far better. But there was no time. The swarm had retreated, but would return again, and likely in even greater numbers. Of that, they were all certain. Time was precious, they had to make the most of what little they had.

"Whats the word from inside, Logis. Is Princess Celestia secure?"

Logis nodded to Dusk's question.

"I last saw her this morning just as all this madness was starting. She and her court were in the throne room, as well as a good number of civilians who had managed to outrun the slaughter, a couple hundred all told. Small groups have been trickling in throughout the siege, during the rare moments they could slip past the swarm. The Faceless were in the throne room in force. More then I've ever seen at one time. Fifty or so, I'd say. We've been a little busy since then. We've held here, so I assume shes just fine."

Behemoth chimed in.

"Why isn't she out here? It's not like her to sit out a fight. She's never been afraid to stand with the Guard in the past."

Logis grimaced, he looked from his old friend to the one eyed Captain, the look on his face said what his words struggled to.

"Shes...these last few months, she's been...different...distant...I...I don't..."

Any further comment was interrupted.

"Airborne contacts, fast and inbound, southeast!!!"

A shout from one of the sentries brought the three officers around, weapons raising instinctually to face the new foe. A reaction that was, this time, blessedly unnecessary.

Three squads, fifteen ponies in each, banked in hard and fast over the burning city in serried, perfect 'V' formations. Behemoth's one eye, still the sharpest present regardless of its singularity, picked out the squadron patches and heraldry from seventy feet as the first squad came in to land. He lowered his own weapon, and reached out to lower Logis' as well. Once the much larger stallion acquiesced, Behemoth strode over to meet the new arrivals. The first group landed in unison, fifteen sets of hooves hitting ground as one, the second group three seconds later, the third three seconds behind them. In less then ten seconds, over forty new arrivals were on the ground.

Face to face with the flight lead, Behemoth took stock of the flight suit and helmet models he hadn't seen before. In passing, they were similar to the light armored flight suits used by Guard fliers in non ceremonial duties that weren't expected to result in heavy combat. Long range recon, patrol, courier or messenger duties, for example. Form fitting, durable and comfortable, designed to be worn comfortably for long periods of time, not impede movement and to provide at least a modicum of protection.

Where as those suits used by the Guard were thick leather, with large, single piece armored panels sewn into the underside of the suit along the spine, flanks, ribs and neck, these suits were made of some much thinner material Behemoth didn't recognize. The larger, rigid plates of added armor had been replaced with layered, interleaved plates just a few inches in diameter, that looked like nothing else so much as a dragons scales. The entire flight suit, back, flanks, legs, belly, were covered in these scales, running up to and apparently underneath the equally new design of the helmets.

The helm was smooth, angular. A single gradual, conical slope from a point beyond the muzzle, growing in girth as it tapered back to fully enclose the head. It was vaguely similar in form to the beaked skull of a bird. There was no separate visor, instead, a single sheet of armored glass had been molded to perfectly match the contour of the helm, and almost encircled the entire head, with the exception of a small, several inch wide reinforced spar at the back of the neck.

Designed as it was, it would provide full, unrestricted vision from a stationary head position, a brilliant solution to the age old pegasi problem of head movements effecting airflow over the rest of the body and wings. A second piece was attached at the jawline by a series of recessed hinges, and when closed, fit snugly around the throat and underside of the lower jaw, meshing at a perfect seal with the neck of the body suit.

That hinge swung open now, a hiss of escaping air evidence of the fact that these helms were also, apparently, fully pressurized. As it was lifted free, a shock of short cut mane was exposed above a yellow coat. The mane an unmistakable fiery mix of two shades of orange, flattened in some places, sticking out wildly at others, a text book example of that bane of flyers everywhere, 'helmet mane'.

"Spitfire."

Said with a smile and a slight inclination of his head, Behemoth acknowledged the Captain of the Wonderbolt's.

"Captain Behemoth."

Her smile was little more then a crease of her lips. Her voice quiet, far removed from the tone of authority and brash confidence she spoke with in any public capacity. As she met Behemoth's eye, he recognized the look in hers. Her first taste of combat, real, genuine combat had come today. She had lost friends, companions. She'd seen death, violent and bloody, and that experience would leave her changed for the rest of her life. It was a look she shared with all of those Guard that yet lived. A look Behemoth remembered vividly, from when he had first worn it himself, all those years ago in the wastes.

"Good to see you alive and well. We've had no news from Cloudsdale. Given how hard the rest of the Empire has been hit, I feared the floating city had suffered a similar fate."

Dusk and Logis stood flanking Behemoth. Logis' attention was fixed squarely on the new armor, a design he had never seen, of materials he'd never encountered. His fatigue was forgotten, and he displayed an almost youthful exuberance as he examined the new flight suits. Dusk's attention, however, was directed past the new arrivals, his tacticians mind eyeing the approaches and angles, undoubtedly already churning through a battle plan. The Wonderbolt's broke ranks without needing to be told, moving into the courtyard, rendering what aid they could as their leader spoke. Logis went with them, trying to strike up a conversation regarding their armor, and Dusk moved off on his own, deep in thought. Behemoth and Spitfire soon found themselves alone. Only then, once her entire flight was out of sight, did she let her stoic facade slip.

"It almost did. We almost lost the city."

She swallowed several times, and cleared her throat. Taking a moment and a long, shaky breath to compose herself before continuing.

"Dozens are dead. These...cultists, bastards, somehow managed to sneak explosives into the lift engines. And into the academy."

Tears welled in her eyes, she blinked rapidly, fighting them back.

"More then thirty of our engineering crew...they're the real heroes. After the explosions, the city was in free fall. With four of the six engines gone, the city was too heavy. Couldn't hold altitude. The whole damn place, twisting and burning out of the sky. We were dead. The whole city was going to crash and burn and there was nothing we could do about it."

She took another deep, steadying breath before continuing.

"The engineers...somehow, they managed to get into two of the lift drives that had been bombed. Those crews effected two cold restarts of critically damaged systems in less then four minutes. Repaired bomb damage and reignited two separate PME's in FOUR MINUTES, during free fall. It was a miracle. A Celestia damned miracle. I've never even HEARD of something like that."

Her words caught in her throat and a single tear escaped past the dam of her composure. Her voice was almost a hoarse whisper as she continued.

"They were still in the engines when they lit back up. They executed a mechanical miracle, spared forty seven thousand lives a terrible death, and in thanks...in thanks they were burned alive by the city they saved."

She shook her head violently, anger swelling, cresting for a moment over the tumult of other emotions striving for primacy in her soul.

"Its not right!!! It's just not fucking right!! Ponies that brave shouldn't die like that, they shouldn't...shouldn't..."

Behemoth said nothing, watching her in silence. He suspected that tales like this, stories of this sort of heroism were being played out a thousand times today, all across the Empire. He also knew that the vast majority of those stories would never be told. That heroic acts of mind boggling bravery would, by and large, disappear into the fog of the past, forgotten, as all those who bore witness to such events would likely die in them.

He watched in silence as the wave of anger ebbed and receded as quickly as it had crested. Her voice trailed off. Her whole form, compact as it was, seemed to shrink, the passion of fury waxing, to be replaced with draining sorrow.

"...Two training classes. Forty eight junior recruits...foals, really...were... they were blown to pieces in the blasts that hit the academy."

Her composure finally failed, her powerful will only now letting it slip, as she was out of sight of her squad, tears streaming down her cheeks. Her face twisted into an amalgam of anger and loss. Pain of perceived failure and the burning fury of doubt and self hatred.

"I should've...if I had just...I can't be in command anymore...never should have been in command in the first place. I'll just get more of them killed. I almost got an entire city killed. You take over, they're all damn fine fliers, they'll...follow orders. You...you don't need me."

Behemoth nodded. He made no other sign that he had heard her, responded in no more direct fashion. He knew what she was feeling. It was something any good officer felt after their first combat, whether they'd admit it or not. Whether they allowed it to show, or not. Doubts, second guessing. Running through every choice, every action, every order a thousand times to see how it could have been done better. What, in hindsight, may have been a bad call, and the lives that might have been saved if only she had been omniscient. He stared at her in silence, waiting until she could meet his eye again before he spoke. When he did, his voice was steady and calm. Intentionally void of emotion or inflection. This wasn't the first time he'd given this speech. Wouldn't be the last. As with any repeated task, it got easier each time.

"I won't tell you not to mourn. I won't try to talk you out of the pain you're feeling right now, or of the guilt gnawing at you. The nagging feeling that somehow, some way, you should have kept it from happening. That you should've done what you couldn't know to do, that you should've seen or thought what couldn't be seen or imagined. I won't tell you not to drive yourself half crazy running down those rabbit holes. Wouldn't make any difference if I did, nothing I could say would stop that from coming. But I will say this. Now isn't the time. The time will come for all of that shit, but that time is not now. If we live to see tomorrow, a time will come to mourn, to rage, to second guess, but we have to get to tomorrow first."

He took a step closer, eye to eye with her, muzzles almost touching. He took great care to fully eclipse her smaller form with his. The rank and file did not need to see an officer like this. Not now, not with morale hanging by a thread. Not with the enemy scant moments away.

"Now isn't the time to let yourself break. You need to bury that shit. All the pain, all the fury, all the doubt. Strangle it, stamp it down, and leave it behind. Right now, I need you focused. THEY, need you focused. It hurts, gods know how I know it hurts, but we don't have time for pain. No time for doubt. Not right now."

She sniffled, bringing a wing forward, angrily wiping the tears away. She glared at him as he continued.

"You're wrong. We do need you, and that's the simple truth of it. You know your troopers, you know what they're capable of. I don't. Frankly, there's no way I could use them to their full potential. Only you can do that. And you will. Because that's part of being in command. Leading when you don't think you can, when you doubt that you should. You can. You will. Because you must. Because we are it. Because we're it and there is no one else coming. We will fight, and we will lead, and we will send our troopers to their deaths, because that is who we are. That is what we are. Lead now. Mourn later. Fight now. Doubt later."

After a moment, her breathing began to steady, as her eyes lost their glassy wetness, as she stood up a little straighter. Some of her cocky arrogance began to seep back into her countenance. Behemoth watched it happen, and, once he was sure it was going to stick, nodded.

"You solid, Captain?"

She nodded without hesitation.

"Five by five sir, lets get it done."

He started to turn, but was stopped as she spoke again.

"Oh, one last thing sir."

She reached back into a barely noticeable hip pack designed into the new armor, and emerged with a tear drop shaped, tapered copper device about four inches thick at its widest and roughly twelve long.

"Long story short, we were going through some old offices in the training wing, opening up space to expand the Corps a few months back, and in one of the rooms I found a box of old blueprints an half built devices. This was one of the things we found plans for, the rough design of our new armor was another. So I had the Cloudsdale armorers cook up a batch of em. Not quite as sleek or well built as the one I remember you using, but they get the job done."

Reaching out to take the offered device, Behemoth couldn't help but smile. It was larger, cruder, and bulkier than the one he'd worn for so long, but the design was none the less unmistakable.

"This is...it's a prototype of Solstice's wing blade. Never thought I'd see one of these again."

Spitfire smiled faintly, just a bit, and helped him strap it onto the end of his intact wing. The first thing Behemoth noticed was, as large as it was, it was surprisingly light. He tested it with the minute muscle flex that he knew from experience would snap it open. It responded with an audible, meaty *shuunk* as the longer, thicker blade snapped out and locked into place.

"I never thought I'd see her work again. I didn't know any of her blueprints had survived. Excellent. Thank you, Spitfire."

She nodded, her faint grin turning into the ghost of a self satisfied smirk.

"C'mon, Chief, it looks like the other Captain's are having a little chat."

As she moved past, Behemoth turned with her, and, sure enough, he could see Dusk, Logis, and Shining Armor in a tight cluster offset from the kicked bee hive of activity as what was left of three companies set about making ready for their next, and possibly last, battle.

As Spitfire and Behemoth approached, the ongoing conversation drifted to them. Although effort was being made to keep the volume down, so as not to discourage the rank and file, the tone of discourse made it apparent that no tactical consensus had been reached. The first voice they heard was Shining Armor's.

"We have to move into the city. Citizens are out there dying every moment, it's our duty to save them."

Dusk's dissent was immediate.

"Even in the best of situations we don't have the numbers to engage in a running street fight. That's not even taking into account that two thirds of our force are walking wounded and dead on their hooves tired. Here we have the benefit of a secure flank. If we leave, we'll be encircled and overwhelmed faster then you can say 'This was a really fucking bad idea.'"

Logis nodded, adding his own thoughts to the discussion before Shining could reply.

"The First and Tenth are in no condition for a running battle. Also, leaving the palace defenseless...that just isn't an option. I've...We, have lost far too many brave souls holding this patch of dirt to give it up now. Much as it pains me to say, the civilians throughout the city will have to fend for themselves."

Shining sighed in annoyance, his frustration clear in his voice.

"Alright then, so what are our options? We can't retreat, we can't advance, and we are outnumbered, what, ten to one?"

Behemoth took that moment to chime in.

"Probably closer to fifteen. At least when the day started. Given the bodies heaped here, the damage we inflicted at the rail yard, and the betrayal of the cultists, their numerical advantage has probably softened a bit." He shrugged. "Probably."

The assembled commanders looked to the one eyed Captain in silence as the reality of the situations dire nature was made clear. After a span of silent contemplation, it was Dusk who finally broke the lingering silence.

"Alright. We know we're up against it, no doubt about that, an whether its fifteen or twenty or fifty to one, it doesn't change what we need to do here. And I know how we-"

He was cut off by a growing rumble of discord. Angry and exhausted voices rising against each other from the ragged ranks of the two Guard contingents. The cluster of commanders turned, seeking out the rising angry voices. The five of them followed the sounds of disharmony, pushing their way through the throng of warriors until they found its source.

Two Guard, one of the Lunar forth platoon, the other in the heraldry of the battered Celestial tenth, were squared off. No blows had been thrown, yet, but both had weapons ready, and such an event seemed not far off.

"You don't know what it's been like here. You have no fuckin clue what we've been through. We have to leave. We have to leave now, while we still have a chance, if we're still here when the swarm comes back-"

The gold armored Guard was young, tragically so. His armor, dented and ragged, was stained with his blood, the blood of his brothers and the blood of his foe. It seemed almost comically over sized on his long legged, youthful body. The rigorous training only just starting to fill out his spindly frame. He was tired. Hurting. Shivering from exhaustion. His commendable spirit had seen him through the many hours of this hellish day, but was now wavering. And in this he wasn't alone. A murmured chorus of agreement rippled through the fatigued ranks. The First and Tenth Companies of the Celestial Guard, or at least, what was left of them, were wavering. They'd fought heroically, nearly half of their number selling thier lives dearly on this narrow strip of marble, but now, now that a chance, a way out presented itself, they found their resolve flagging. Hadn't they fought enough? Hadn't enough of them already sold their lives for this wretched strip of stone?

"Run then, filly. Pick up and go. We didn't need you in the Hive. We didn't need you in the rail yard. We don't need you now. Should've known you Golden boys wouldn't have the balls to-"

The Lunar Guard who had spoken the last was interrupted by a monstrous, dull thud. Followed in the proceeding seconds by three more. Impacts that were felt through the ground as well as heard, and drew every eye in the royal courtyard. A gulf opened around the sound, like ripples from the impacts.

"That's enough."

The voice was quiet. Calm, but carried with it a force no more subtle than that of the hammer he had used to draw their attention. That hammer sat now, head down, in a shallow crater of splintered marble. Perfectly carved flagstones, so precise that even a sheet of paper could not find a path between them, had been pounded to dust by the four downward blows. Logis waited, standing there, fore legs folded over his massive maul. He looked past the Lunar Guard, the exhaustion dulled green of his eyes slowly sweeping over the wavering mass of battered Celestial Guard. Seconds dragged on, until, at long last, he spoke.

"I know you're tired. I know you're afraid. I know you're hurt, not just your body from the battering you've endured, but hurt in your very soul for having to raise arms against your friends and neighbors. Against those you swore to serve and protect. I know this gnaws at you. It gnaws at me. These days are a cruel nightmare, events only imagined in the darkest of dreams, set in motion by the coldest of hearts. Madness and brutality without logic, death and destruction, seemingly without end or escape."

He shouldered his hammer, walking forward into the midst of the gold clad Guard. His calm, measured voice projecting out across the courtyard, clear and crisp enough so that no ear strained to hear him.

"There is a simple end to this, however. There is a way out. There is a way this can all end, and it can end in the next second. Surrender. Appeasement. We could bow, we could break, we could throw down our weapons and flee the field. Some of you may even survive. Live long enough to return to your families and friends. Yes, you certainly could. You could surrender to the innumerable foe, and in so doing trade freedom for subservient security. You could surrender the liberated future of following generations for the chains of slavery. It would be easier. It would be less painful, for us, at least, to just give up."

"But there are things in this world worth fighting for. Worth dying for. Our city burns around us, our people die by the thousands. We've been pushed back, retrenched, retreated. We've bought every moment and sold every inch with blood and sweat and pain."

"But know this. This is where it ends. This moment, this very moment, here, on the once manicured lawns of the Royal Palace, is the fulcrum which decides the direction of our nations, perhaps our worlds very future. Freedom, or oppression. Liberty, or enslavement. One way or another, after today nothing will be the same. How we conduct ourselves here and now is the answer to the question of 'what next'. That task of answering that question is left up to us, because there is no one else. This is a choice we must make, for all of those that will live to see tomorrow, and all of those who have fallen so that we could be here, now. It falls to us to make this choice, because there is no one else left to make it."

"Will you fight, will you suffer and die and kill so that, maybe, one day, a generation will come to pass that will never know such pain, or will you surrender and step not only yourselves but our entire nation willingly into the shackles of bondage? This is a choice as personal as it is profound. I cannot...I will not tell you which path to chose. The time for orders is done. This, you must, each of you, choose for yourselves. But know this, and know it well. I will fight. With every fiber of my being and every breath in my breast I will stand against the looming darkness that threatens to consume a thousand generations of our progeny. Will you join me? Will you stand with me to turn this evil back. Will you join me in battle, one, more, time. Will you fight?"

- - -

Twenty minutes later and Dusk's battle plan had been set in motion. The courtyard, already a quagmire of blood and shattered stone, was now adorned with a V of toppled trees and rent shrubbery, two angled walls of wood gathered from the nearby, now sundered royal gardens, angling towards each other across the depth of the walled compound. The makeshift barrier narrowed the front, allowing the Guard to stack five deep across the break.

Their formation was broken. A series of three massive, heavily armored earth pony Guards, then a break wide enough for two to pass between them side by side. In front of this staccato line, were two intact others, one kneeling in front, the other standing right behind them at their heels. All of the front two lines were unicorns. All of those in the broken line behind them, earthers.

Above them, the more then a dozen balconies and platforms of varied size and shape faced out over the courtyard, and were filled with every other uni in the combined force. Princess Luna was stationed on a wide and shallow balcony commonly used for royal proclamations or festival speeches. It had another purpose now. Here she was flanked by more then a score of Guard casters, the ever dutiful shadow form of Shade diligently at her side.

Behemoth took the preparations in, standing out in front of the orderly ranks, flanked by Spitfire, her Wonderbolt's, and every single flight capable pegasus that the three companies could muster. His monocular gaze ran across the barricades, balconies, the serried lines of armored warriors. Satisfied, he nodded, and turned back to face the pegasi waiting at his back. They had been divided up into ten strong flights, like with like, where numbers allowed. Pegasi with pegasi, bat ponies with their own. The Wonderbolt's, however, drilled and experienced as they were in close unit maneuvers, were left in their own formations.

"Alright. You all know the drill. You know whats expected and what your missions are. At least you should. Now's the time, if you aren't clear, if there's any doubt in what your role in this is, speak up now. Better to explain it again then have it all fucked sideways because one of you didn't have the stones to speak up."

He waited in silence, eye tracking back and forth across the mob of fliers, looking for any sign of confusion or doubt. He saw pain. Weariness. Barely restrained fear and fury in equal measure. Hatred, loss, and blood lust. But every eye he met knew what was expected of it. Knew its role. He nodded again, bloody anticipation spreading his scarred face into an unconscious grin.

"Alright then. Form up by flights and get ready, when they come, they'll come hard."

As the last Guards slipped into their assigned formations, as the final preparations were put in place, one voice, loud and clear and commanding, rang out through the ruined courtyard. It was magically amplified, carrying with ease to every ear, calm and measured as it was. As she spoke, the calm, soothing confidence in Luna's voice washed over the assembled Guard ranks like a refreshing wave.

"Steel yourselves, my brave warriors. Our foe approaches with mindless abandon. Rushing headlong to their doom. Abide their recklessness. Offer no quarter, accept no surrender. Kill them. Kill them all."

Orders began to ring out over the courtyard, followed immediately by the shuffle and clatter of an armored force moving into final position. Across a stretch of a hundred yards, through the hustle and smoke, Behemoth met Luna's eye for one last, silent look. Words at such a distance would have been wasted effort, and for these two, were unnecessary regardless. They held each others gaze for several seconds, then Behemoth turned to the fliers.

"Its time. After the initial strike, break by squads and stack at twenty meter increments starting at twenty off the deck. For this to work, we have to own the air. Get it done. Swat any drone that comes up. They cannot be allowed to reach the palace. Not one. Kill any that try, then kill any that don't. Stick to your wing ponies, watch each others backs, and you might just live through this."

Spitfire spoke the moment Behemoth stopped. Back to the harsh, guttural tone dripping with arrogant confidence that was her trademark.

"Up an at em, Bolts, tear up the sky!!"

With a beat of her powerful wings and a perfectly timed hop, Spitfire was up and away, her squad forming up on her within seconds. One by one the following squads launched, until, after a few short moments, Behemoth and his squadron were the last ones standing. From beyond the sundered wall, a echoing, high pitched shriek rolled across the courtyard. The flickering, billowing flames eating into the city were eclipsed. A shadow, black as night swept in front of the red and orange, blocking out the inconsistent, dancing light. The encroaching wall of black resolved itself into individual forms. Changelings. Thousands of them. Bodies enough to block out the sun.

"And here we go."

Behemoth took flight.