Rainbow dash woke with a start, her heart thumping painfully in her chest. She'd just had the most vivid dream that the robots had attacked that day and-

Oh dear Celestia that's today!

She looked up at the ceiling, her breathing slowly returning to normal. There wasn't any point in panicking just yet. From what she could see, it was still dark, so dawn hadn't come. She turned her head to the left, to where she expected to see Steelhoof sleeping.

To her surprise, the massive colt wasn't there, the dip in the mattress almost invisible because he had been gone for so long.

Her eyes wide, she tried to raise her arms, to lift off the blanket and get out of bed.

She didn't move.

Panicked, she looked down to her motionless body, small beads of sweat prickling her forehead. She frowned at the gold-threaded rope that was wrapped around the bed, holding her still. She knew that Steelhoof could be the only culprit.

Growling angrily, she gritted her teeth and began the arduous task of wriggling out of the bed, pushing first with one side and then with the other.

What is his problem? The cyan pegasus thought to herself as she struggled against her bonds. He knows that I'd be okay, he said it himself! How can that… asshole… just try and force me to lie here while my friends are down there risking their flanks without me? When I get my hooves on that clanking bucket of bolts…

After a minute or so, her athletic body had managed to worm her way out of the bed just enough that she could get her forelegs free. Finally, bracing her forehooves against the mattress and kicking wildly with her hind legs, she made her way out of the bed. Her coat was matted and untidy, her bangs were plastered wildly about her face and her feathers were all over the place thanks to the struggling. Certainly not her style.

Preening herself quickly and carefully, she stood proudly in the bedroom doorway.

"Take that, Steely! I bet you didn't think I could do that, did you?"

With a smug smile, she trotted over to the bedside table, slipping on her gauntlets, and cantered over to the front door. With a grand gesture, she opened the large double doors that swooped inwards. She was met with the mottled, grey-white expanse of a cloud surface; it's fluffy and irregular shape almost bizarre given the circumstance. With a gasp, she took a small step backward. What had he done? Her eyes wide with worry and panic, she galloped back through the building, hurling open any doors and windows she could find. It hadn't looked dark outside because it was night, it was because no light could get in. All of a sudden, the colourful mare started to feel very constricted. The large and spacious castle felt tight and suffocating, and she felt her throat tighten.

She hated enclosed spaces.

She'd never admit it to anypony, even Steelhoof, but she hated being cooped up. Something about not having much room made it hard for her to breathe, and she started to sweat with fear. She darted her head left and right, trying to look for any way out.

With frantic strength born of fear, she leapt at the bedroom window, tearing hoofulls of cloud out of the barrier between her and clean, smooth, wide open air.

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Applejack stared, her mouth agape, at the dented metal stallion standing before her. She was still trying to get over her near death experience, her pulse racing and her breath coming fast. With a small smile, the massive metal colt wiped some oil from his face.

"Good to see you again, AJ." He said, his voice caring, but oddly emotionless, even for him.

"Th-thank ya…" The freckled orange mare said slowly, trying to calm her breathing.

"Hey, no problem." He paused for a moment, and the sounds of battle in the distance became apparent again. The robots were in the main square, and the screams were audible over the clash of metal.

"We need to get going." He said at last.

Applejack nodded, trotting over to retrieve her spear. It didn't appear damaged, and when she flicked the switch again, the familiar burst of blue sparks wreathed the business end of the weapon. She gave a faint glimmer of a smile and turned back to the street. As she did so, she found herself turning back to Carrot top. In the recent situation, she had managed to force the image out of her head. Now, it returned with a vengeance, and she recoiled with horror. Every line of Carrot top's terrified face, her wide eyes, the blood dripping slowly from her open mouth was etched onto the back of her mind. Feeling weak at the knees, she stumbled, dropping her weapon again and taking a weary step forward.

In an instant, she felt Steelhoof's big forelegs envelop her, and she sobbed slightly into his chest, her hat tumbling off her head. She wasn't a warrior. This wasn't her lifestyle. She'd never wanted to see a dead pony, especially not like this. Not her friend. All she could remember was good times she had spent with her good-natured neighbour. Although they didn't live extremely close, Applejack still saw her every day and they always spoke. Now that would never happen again. That hit the orange mare harder than anything. No matter what, even if everything went back to normal, she would never see that cheerful smile or hear her humming early in the morning as she weeded her front garden. It was for this she sobbed, held in the metal stallion's big hooves, losing track of time.

Eventually, she felt him gently shake her, and she looked up into his face.

"Come on," he said softly. "We need to keep going."

"I-I can't… She…"

"I know," He said sadly. "She's gone. But joining her won't make anything better, will it? We need you, AJ."

"Yer right, Steelhoof…" She muttered, pulling away. He quickly released her, giving her a concerned look. Keeping her eyes locked on the floor, she picked up her spear.

"How's the fight going so far?"

"Not as good as I'd hoped…" Steelhoof replied, his voice still of worry. "There's nothing left the way I came… More of them than us, but still."

She sniffled softly. "Ah suppose we'd better help out down at the square…"

"Yeah. We might not have long." He looked around for a second, looking at the various routes to the centre of the town. "Uhh… I'm gonna go over those buildings there." He said, pointing. "Do you need a lift?"

She shuddered. "Ah'll be fine, Steel. Ah'll make mah own way."

He nodded, turning away wordlessly. Then, the air was filled with the roar of his wings as he shot into the air, heading toward town hall. Without looking up, Applejack quickly picked up her hat, brushed it off, and galloped off down the street.

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Steelhoof hurtled above the town, making a beeline for the town hall, which was surrounded entirely by robots, some of them even climbing the walls and landing on the roof. He couldn't even tell if there were any ponies inside, the wall of metal was so complete. Steelhoof let out a roar and made for the crowd of cyborgs directly in front of him, flicking out his wristblades in anticipation. As he did so, they turned toward him, raising their own weapons in return. But Steelhoof was ready.

With eyes the colour of amber, he crashed into the nearest robot, rolling back onto his hooves and crushing it under his bulk. Using this momentum, he sent another flying back with a swift punch to the jaw. He spun around, slashing at the cheek of one with his left, and then changed direction, smashing the same hoof into the eye of a metal mare directly in front of him, killing her instantly. With a shout, he kicked out backwards, knocking back another pair of robots and keeping them at bay. He was surrounded on all sides, forced to whirl around constantly to keep as many of them as possible in his field of vision, lest one of them make a move.

Then, with one accord, they leapt at him all at once, a writhing mass of metal limbs crying out for his death. In the split second before they reached him, Steelhoof wondered to himself if this may have been a bad idea, surrounding himself with the only things that could actually rip him to pieces. Then, he was in a sea of steel blades and whirring machinery, and he let his instincts take over.

Before, Steelhoof had been an agile. A Careful opponent, stepping back and delivering blows quickly, deflecting their own attacks and following through with his. Now, he had changed tactics. Now there wasn't anywhere to step back to, and he was letting his wilder side decide more of his actions. He fought like a frenzied bezerker, using his superior strength and endurance to simply smash through their ranks. He would turn to face a number of enemies, strike them, hitting as many of them as he could, before descending upon them, tearing them limb from limb if he was able. It was inefficient and dangerous, but it was brutal and got the job done.

A cyborg came at him from behind, digging its blade in between his wings, denting the thick plating and lodging it firmly inside his body. Taken by surprise and slick with oil, he was forced down onto the ground, scattering pieces of broken robots everywhere. There was a bellow of triumph from above him, and a dozen tons of high grade alloys were pressing down on him, pulling at him. With a growl of rage, Steelhoof pushed forward with his hind legs, pulling the cyborg still connected to his back down with him. He kicked out with his left rear hoof, crumpling its face and pulling its arm apart at the elbow with the force of the blow.

With a snarl, he tried to force his way back onto his hooves, tearing at the metallic ponies in front of him as he struggled. But every time he tried to move, something would grab at his limbs, tear at his armour or head-butt him or something.

I need to get some distance between us… He thought, his eyes darting around for something, anything that might help. But there were just too many ponies in his way to see anything except for polished grey metal. He felt something tugging at his wing. He smashed outward with his wing, throwing his whole body into the blow and beating whatever it was backward. Then it hit him.

I could always just…

He looked around, waiting for a victim. Suddenly, one on his right broke ranks and came for him, roaring. With a grunt, he jolted himself backward, his right wing held out at just the right…

His engine struck the robot in its open maw, jamming itself deep inside and cutting off its roar with a muffled squeak. Before it could react to this new predicament and bite down, crushing his engine, Steelhoof braced himself against the ground and fired his thrusters.

The effect was instantaneous. His forehooves dug deep into the ground, and he watched as the robot's expression went from one of murder and rage to one of panic; its eyes wide and bulging in its head. Its voicebox quickly began to melt, producing a loud howl as the cyborg struggled to free itself. But it was too late. Already its neck and head were beginning to glow yellow and melt, and its eyes were shaking in its head. Then, with a sudden cacophony of sound, both eyes exploded, the softened metal of its face warping and sliding off his turbine. The other robots standing around appeared, for the first time, stunned, even slightly afraid. Steelhoof pressed his advantage.

Blasting the last of the melted robot from his wing, he stoked all four engines into life, making the robots jerk backward quickly. He didn't have long before the robots got over their fear again. It was like it was there, but it was being suppressed somehow. Either way, before long, they would start to attack again. He needed something that could fight them off for long periods of time. He needed a weapon. But there wasn't anything to be found, only scraps of robot littering the ground. But then he saw something. Between the hordes of stampeding metal hooves, he saw a long metal tube-like object, lying on the ground about thirty feet to his left. With a bellow he charged his engines even more, shooting off along the ground and into a pair of cyborgs, taken completely by surprise. He coiled the springs in his forelegs before thrusting outward, knocking them away from him and back into the crowd. Then, Steelhoof turned mid-flight, facing away from the weapon and using his engines again, sending small pieces of metal flying and pushing the robots around it backwards as he circled around it, dropping slowly to the ground. He touched down with a clank, rolling over one of the smaller robots and twisting its neck, landing in front of the tube. Hastily, he furled his wings and picked it up, holding it out in an offensive position. It was heavier than he expected, implying that it was actually a solid piece of metal, rather than a tube. Even better. It was about as long as he was tall when he stood on his hind legs, and a couple inches thick. He gave it an experimental spin around one hoof as they advanced on him, checking the way it balanced in his grip.

There was a blur of motion on his left. A maneless cyborg stallion leapt at him, its teeth bared in a snarl. Steelhoof took a small step back and in one motion, delivered a powerful swing directly into its face. The blow hit its cheek with a loud bang, denting it badly and knocking it to the ground, face down. Quickly, Steelhoof brought the pole up over his head, before bringing it down hard on the back of its neck, where the spine meets the skull. There was a fizzing, sparking sound, and its eyes flickered out. Steelhoof smiled to himself. The pole gave him leverage, and made his attacks even more powerful.

Like a bolt of lightning, he lashed out, leaving deep dents and tears in the armour of anything that got too close. He swept the hooves out from underneath one with a low blow with one half of the pole, before stabbing out with the other side, lodging the end of the pole in the gaping maw of another. With a quick heave, he lifted the cyborg straight off the ground, lifting it up and over his head, stabbing it straight downwards into the ground. The force of the blow carried the pole straight through its head and embedded it into the ground on the other side. With a grunt, he yanked it out of the ground, and with both hooves, sent it straight into the head of another, crumpling the armour inwards and smashing it into the ground.

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He continued to fight in this manner for quite some time, or rather that was how it appeared to him. In the heat of combat, time was variable, and in reality, five minutes could have passed, or five hours. To Steelhoof, it was one and the same. He had found a cycle of disable, kill, repeat, that while repetitive, was effective and much easier with the use of his new weapon. A robot would come at him, and he would stop it with a stab to the eye, mouth or throat, or maybe a strike across its face, and then finish the job with a second attack, if it was necessary. Then, he would move on to the next one, losing himself in the flowing movements of war. As a result, it was a surprise to him when he suddenly realized that he could see the houses and other buildings beyond the horde, and it was an even bigger surprise when he saw a flash of colour that was a pony, fighting nearby. But the biggest realisation came when a pair of mares, both armed, tackled a robot to the ground and killed it less than three feet away.

They were winning.

It wasn't fast, it wasn't glorious, and it wasn't really noticeable until now. But there were more pieces of metal lying still on the cobblestone than there was standing and fighting, and the ground was blackened and slick with oil. There was just that one small gap between the next robot attacked that told him that the enemy was thinning out. Hope flared within him and was fuelled further when he heard a battle cry, instantly recognizable as a pony, from behind him. With a shout of his own, he forced the androids surrounding him back, looking to the source of the noise. Caramel lead the charge, wielding a charged claymore and a suit of makeshift armour. Behind him were a motley crew of villagers-come-warriors, looking surprisingly threatening despite their mismatched and often ill-fitting armour and weaponry constructed from anything sharp. Like a multi-coloured tornado, they spilled out of the town hall, nearby buildings and seemingly nowhere in some cases, tearing into the tattered remains of the robotic invasion force, which were suddenly faced with the concept of certain defeat, a thought that had not even entered their minds since creation.

The sight filled Steelhoof with pride, and he lashed out at the robots surrounding him with renewed ferocity, letting rip with a roar of his own.

But then, at the height of Steelhoof's primal rage, he saw Caramel, who was leading the charge that was heading his way, getting pounced on by a number of metallic warriors. His heart dropped like a stone and he tried to force his way through the throng of robots attacking him. But even with his great strength, there were too many. They braced themselves against him and stopped him in his tracks. Steelhoof lost sight of the brown stallion behind the wall of living metal separating them, and for a moment, the pride and optimism that had fuelled him this far was crushed. He had forgotten the weaknesses of biological ponies. They may have had the numerical advantage, but deep down, they were still ponies, and Steelhoof sagged as the sounds of battle died away.

They had lost. Steelhoof could see it in his mind. No matter what, Ponyville had never stood a chance. Only Steelhoof could have done anything, and he was only one pony. Now they were all dead, what else was there he could do? He could feel them, the robots, hammering at his body, denting his hide, wrenching one wing out of place. He wanted to fight back, but his spirit was dying. All this time, he had refused to believe they could lose. Had he been lying to himself?

Then, in the silence, a hideous metallic scream ripped its way into his mind from in front of him. His eyes snapped open, to see a familiar spearhead jutting out from the chest of the robot before him. There was a flash of light, and the spearhead disappeared, the smoking heap of metal tumbling to the ground.

Time slowed down to Steelhoof. He saw it fall, tendrils of thick, acrid smoke boiling out of the cracks in its armour, and Applejack, a look of grim determination on her face as she withdrew her weapon. Behind her, a pair of ponies helped a bloodied, but very much alive Caramel, to his hooves. And behind that, the ponies were dealing with the last of the robots surrounding the town hall.

Then, the robot crashed to the ground, and time resumed as normal. Steelhoof could feel a ball of rage building inside him. Some of it was rage at all these monsters, cutting down all these innocent ponies, living in their prime, but mostly it was directed at himself. How dare he lose faith? How dare he give up? How dare he show such weakness in front of anypony, let alone his friends?

His rage boiled over, and Steelhoof released it. With a roar that shook the roof tiles of the town hall, He forced himself back up onto his hind legs, and whirled around to face the robots that had been trying to dismantle him. With a fierce snarl and glowing red eyes, he threw himself into their surprised midst.

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Applejack watched as Steelhoof tore ferociously into the remaining cyborgs. She almost felt sorry for them, the way that Steelhoof was ripping them to pieces. Hurriedly, she made her way back to Caramel, who, although swaying slightly, was desperate to convince Lyra and Whooves, who were standing by his side, that there was nothing wrong with him and he could walk it off.

"Caramel! Ya sure y'are okay?" She said, weariness and worry evident in her voice.

"I'm fine, sug- AJ…" He said, slowly. He sounded tired, but clearly wasn't going to let it show. He tried to take a step forward, but Lyra stopped him.

"Hey! Where do you think you're going?" The teal unicorn asked indignantly.

"To Applejack." He said, wincing as he put pressure on his forehoof. Applejack could see it bleeding.

"Don't worry guys, Ah'll get him down to the hospital…" She said.

"By yourself? Just 'cos there aren't any more of those things here doesn't mean that there aren't more about…" Lyra continued, looking over Applejack's shoulder, where a panting Steelhoof stood alone, his figure hunched and deformed by damage.

"Don't worry about us. Ah've still got mah spear, and Ah know what Ah'm doing."

"Alright, fine. We'll make sure it's all clear around here." Whooves said, giving the surrounding village a quick, nervous glance.

"Thank ya." Applejack said, doffing her Stetson slightly as Caramel hobbled over to her. He gave her a small nod, and Applejack turned in the direction of the hospital. She started to walk slowly, making sure that he could keep up.

"Need a hoof?" She said, looking over at him and raising an eyebrow. He looked away.

"Don't worry about me. I'll be fine."

"Ya sure? You don't look so good to me, and ya aren't walking well on that hoof…" She said, pointing at his bleeding forehoof.

"Really. It's okay." He repeated obstinately.

Applejack sighed and looked away slightly. Now she could see how everypony else felt when she acted that way. Maybe that was why she liked him so much; he reminded her of herself. She realized to herself that she'd never actually told him how she felt. She always assumed that she would have more time. But she almost didn't. If it hadn't been for Whooves and Lyra back there, she might never have got the chance to tell him. And she still wasn't trying to explain things. For all Applejack knew, this might have been her last day on earth, and yet she was still stopping herself. What did she have to be afraid of? She turned to him, only to find him staring at her, as if he'd just said something.

Panicking, she switched to defensive mode. "What?"

"I just asked ya… Are you sure you're okay? You look little shaken up…"

"Ah'm just fine, Sugarcube. Nothin' an Apple can't handle." She could see that he clearly wasn't convinced, but he didn't press the issue; letting Applejack talk about it when she wanted to. And frankly, right now, she didn't want to talk about it at all.

Much to her surprise, as the pair left the square, Caramel stepped closer, leaning on her for support. The move was unexpected, but she said nothing. For a start, he'd probably try walking by himself again, which, due to his health, wasn't a good idea, and besides, she rather liked the familiar sensation that was his warm fur on her side. It was a great deal more comforting that Steelhoof's awkward embrace, at least. Rainbow dash could keep him.

Despite her internal preoccupation, she still kept looking around worriedly, making sure that they were alone. However, it appeared that it wouldn't be necessary. Aside from the number of winged robots that headed northeast shortly after Steelhoof struck the town hall, it appeared that everyone that had arrived had now been killed.

They rounded a corner, and Applejack closed her nostrils against the foul stench that assailed the pair as they continued on their journey. They had stumbled upon a holding point, a hastily-built stronghold that were used as nodes of communication and pillars of strength during the invasion. Or rather, that had been the idea. The barricades had been smashed open, and corpses lay everywhere. The smell of death hung over the grisly scene like an ominous stormcloud, and the ground was a reddish-brown colour with all the dried blood that had been spilled. Applejack closed her eyes and kept walking. She had no idea how many had survived the ordeal, but she hoped that it wasn't as bad as it seemed. Everywhere she looked, there was death, and she could still hear the shouts of various ponies hurrying around, extinguishing the fires that were beginning to spread from house to house.

As they neared her farm, Applejack allowed herself to think about the farm. She doubted much would have happened to the place, there were simply not enough ponies for an invasion there. She just hoped that the robots hadn't done anything to the crops. The farm might not be able to continue if the orchard took so much damage again. In fact, despite their success during harvest season, what with bills and reconstruction, the farm always seemed on the verge of collapse. She sighed and shook her head as they approached the front doors. Applejack gave a loud knock on the door to make sure she was heard, stealing a glance at Caramel, who had been silent for some time now. He was pale, but he didn't seem quite ready to give up yet.

After a good thirty seconds of utter silence, she heard hoofsteps from inside the intimidating building, and a small hatch in the thick front door opened, displaying a scared pair of eyes.

"Y-yes?" A timid voice asked.

"Ah've got Caramel here… He ain't feeling too good, an' he needs medical attention…" Applejack explained.

The eyes darted left and right. "Y-you're… alone, right?"

"Jus' me and Caramel, who could really do with some help right now…"

"Are you sure? Th-there might be… Others… about."

She spluttered with exasperation. "Would Ah be here talking to ya if there were cyborgs about?" She demanded.

"It might be a trick or something…"

Applejack was at her wits end with all this. It didn't help that she'd just gone through hell, but now she had to put up with this tripe too? She pressed one forehoof into her forehead. "Dang nab it, let us in!" She cried irritably, before pounding on the door. "Caramels lost a lot of blood, and if ya don't open up, things are gonna get a whole lot worse fer him an' everypony else makin' their way down here!"

There was a muffled flustering sound from within the large building, and a mumbled 'fine' from the doorkeeper. Then, there was the heavy, industrial sound of a dozen thick, metal bolts being drawn back and the door slowly opened. A pair of doctors in trailing white coats whisked outside, supporting the large brown stallion and helping him inside. Applejack walked alongside them, looking at the somewhat vacant Caramel.

"Is he gonna be alright?" She inquired nervously.

"Oh, he should be okay. Nothing a few days in hospital couldn't solve…" One doctor said imperiously.

"Well… alright then…" She looked over to the other farmpony. "Y'all be good now, Caramel, y'hear? Ah'll see ya in a couple days…" She lifted her hat off her head and rested it gently on his own. "Get well soon…" She stopped and watched as he was lead further into the hospital, before reluctantly turning and starting on the long, arduous journey back into the crippled, hollowed out village.

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Steelhoof stood hunched, panting despite his lack of lungs, surrounded by a ring of dismembered robotic limbs and spattered with oil. His whole body was dented and wrenched out of place, and his movements were jerky and difficult as he slowly forced himself to straighten up. As he let his mood return to normal, and his cracked eyes returned to their usual yellow, he was dimly aware of Applejack leaving with somepony, and a couple hushed conversations directed his way. He ignored them, looking around. He regretted doing so almost immediately. Ponyville was a shattered, lifeless shell. Not a building was untouched, and what little floor that was visible underneath the piles of bodies was cracked and stained. Tendrils of smoke rose slowly from various houses, in a fashion that could never be from organized fires. He closed his eyes, sagging slightly, slowly trudging through the pile of automaton corpses and heading for the nearest group of ponies, who were just beginning to stand down, the realization of victory just starting to sink in.

Then, suddenly, there was the faint sound of galloping hooves, and in an instant, everypony was back on their hooves, holding their weapons and preparing to fight. It was a surprise then, when it was Fluttershy that appeared from the direction of Sweet Apple Acres, her eyes wide with fear. She pushed past everypony, running straight to the shattered form of Steelhoof. As the yellow mare got closer, he could see tears streaming from her large, teal eyes. He straightened himself as best he could as she came to a stop in front of him.

"Y-you have to h-help! B-back… B-back there… I… I… He…they…" The small mare stammered, getting more and more irate by the moment. Frowning with concern, he placed a hoof as gently as he could on her shoulder.

"Come on, calm down…" He soothed. "What's happened?"

"I… I…" She gulped. "They… They ponyknapped M-Macintosh!"

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Yeah, cliffhangers really are the best way to end a chapter… So yeah! Nothing much to say on this one… As always, please review or pm me with your opinions and ideas!

Ps. Thanks to my new pre-reader Picklemonman for checking through this chapter!