Nightingale stood stiffly outside the night princess's royal chambers, his quiet and gentle breathing the only thing keeping him apart from the statues that frequently adorned the doorways in the palace. His blue, almost reptilian eye flickered slightly to the right, pulling the guard on the other side of the ornate, painstakingly detailed, rich purple double doors into focus. He was a recruit, one of the thirty night guard whose purpose was to carry out Princess Luna's decrees, and to a lesser extent, protect her during times of danger. However, since the prophecy a few days previously, the number of guards had tripled, and aside from the usual pair of night guard that stood at Luna's doorposts, one of the regular guards passed through the corridor every half an hour or so, interrupting Nightingale's thoughts.

He was the captain of the night guard, and proud of it. He had enlisted the moment that she had returned and had decreed that the night guard would be returned after her millennial absence. Before that, he had been a sergeant under Celestia's guard, and had around twenty years of experience under his belt. In all that time, he had never need to fear for the princesses he protected.

Until now.

This new threat seriously worried him. This level of security was far greater even than the changeling invasion, and dozens of guards were stationed in every location of the city. Even Luna was scared, although nopony really noticed it aside from him. His shift was a lot longer than anypony else's, and he saw what she was like when she returned from a night of reflection under the stars, or when she left her chambers in the late evening, to raise the moon. She was still resplendent, and graceful without even thinking, and she still held herself with such poise, that one would not normally notice that anything was wrong. But there was always that tiny pause when she greeted him, a small reduction in her perfect smile that unnerved Nightingale. If the princesses were worried, then something was indeed wrong.

It was close to dawn. Luna had retreated into her quarters to study immediately after raising the moon, which in turn made her guards jobs much easier, and kept them apart from Celestia's guard, which was also good, as the two held each other in contempt, each believing that the other was poorly trained and less devoted to their charge than themselves. Nightingale didn't know for sure which faction was better than the other, but he certainly believed that he was the most devoted and unflinching guard in the city. And how could he not be? He had the perfect charge, after all, the incredible demi-god of the night, and he was so loyal, that he had to be given a direct order from Luna himself before he would stand down and get some rest. If it were up to him, he would happily protect her until he faded away into dust and there was nothing left of him.

It was on these thoughts that he dwelled upon when something happened, something discordant, unusual in the stillness of the night.

He could hear the hooves of a guard clattering down the corridor, and before long, he could see its stretched out shadow flickering on the deep blue rock. In one fluid motion, he picked up his spear, which was propped up against the wall to his left, spun it in mid-air, and held it out in an offensive position toward the intruder. The recruit did the same, but his actions were just ever so slightly jerkier and he was slightly slower off the bat.

The guard, one of Celestia's, hurried toward them, before screeching to a halt when he saw the pair of raised weapons pointing his way. He had dark bags under his eyes, and Nightingale could tell that he clearly wasn't used to the night shift.

"P-please! L-lower your weapons! I bear a message from the front lines!" He said, raising his forehooves in submission.

"What is your message? Princess Luna requested that she is not bothered tonight." Nightingale replied angrily.

"I-it's them…" the guard panted. "They've arrived…"

Nightingale's eyes widened. "Are you sure?"

"Very, sir. P-princess Celestia has already been awakened, and she is going to deal with the situation forthwith… But I was asked to tell Princess Luna immediately."

Nightingale nodded shakily, worried. He turned swiftly, dropping his spear and hammering on the door.

"P-princess!" He called out urgently.

A second or so passed, before Nightingale heard a heavy bolt being drawn back and the door opened, revealing Luna's crownless head, and one bare forehoof. She looked surprised and a little flustered, but not angry in any way.

"N-Nightingale!" She exclaimed. "What is it?"

He looked down from her deep, questioning gaze worriedly. This was the first time she had given a proper smile in quite some time, and he hated to ruin the moment. But Canterlot was in danger, and radiant though her smile was, he could wait and see it again, when this was over.

"I-It's started, ma'am…"

Her smile vanished and her eyes widened. "Are you sure?"

"Yes ma'am… Princess Celestia has already been summoned, ma'am."

She grunted with mild irritation. "They always get her first when something happens…" And with that, she pulled the door open, using her magic to unfasten a pair of hair clips that kept her flowing cloud of a mane out of her field of vision when she was focussing on something.

"Will you two escort me?" She asked the pair of night guards, the third guard disappearing down the hallway. They bowed in unison, and galloped alongside her as she headed for the observatory, the highest point in Canterlot and the designated rendezvous for the princesses should the robots invade. He had a feeling that he would be required to lay down his life that day…

00000000

Fluttershy sat on the steps leading up to the town hall, a small blanket resting over her shoulders and a mug of cocoa held tightly in her forehooves. She had fainted almost immediately after giving her message to Steelhoof, but it was more to do with exhaustion and stress than anything serious. Luckily, she had been so intent on reaching the town square that she had not paid much attention to what was around her, running on instinct. It was probably this that had saved her fragile heart. Somepony like her should not have to see things like that.

Or at least, that was what Cheerilee felt as she sat down next to the shivering yellow mare, giving her a concerned look. Understandably, Steelhoof had already left. He said it was in order to look for tracks over at Sweet Apple Acres, but everypony knew he just needed time to cool down. Besides, it wasn't as if many of the ponies wanted him around right now.

Cheerilee felt sorry for him, really. They were all too happy to let him risk his life to save them, but as soon as the battle was over, he was too much of a reminder of what had just happened. He had been surprisingly insightful and understanding, especially for him, as although nopony had directly said that they didn't want him around, the hints had been present.

Cheerilee for one would have been happy to let him stay. The thought of the big metal colt that had stood almost alone against fifty metal warriors and come out on top was comforting, as she knew that his strength wasn't directed at them. She felt safer with him around, and quite a few ponies agreed. Twilight Sparkle for instance, who had just returned after extinguishing the fire that had been started next to Ponyville library and threatened its collective knowledge, had also agreed that she would have felt better with him around whilst she stood up to her knees in dead robots, that could spring up and attack at any moment. Or maybe they were just being paranoid.

She placed a tentative hoof on Fluttershy's shoulder.

"Fluttershy, dear? Are you feeling a little better?"

The pink maned pegasus nodded sadly. Her cheeks were wet with tears. "W-why d-did they t-take him? Th-they didn't t-take anypony else…" She said quietly, almost to herself.

"We… don't know, dear. But we'll get him back, you know that."

Fluttershy turned to her for the first time. "How?" She said questioningly, disbelievingly.

"H-how?" Cheerilee stammered. "W-well… Steelhoof will find him, you know that. No matter what, he'll get Mac back."

"I… I hope so…" Fluttershy murmured, but she didn't look convinced.

Cheerilee gave a small sigh and got to her hooves again, giving the turquoise-eyed mare a reassuring smile as she did. But she didn't feel much like smiling. There weren't any definite figures yet, but apparently over a quarter of the town's residents lay cold in the streets, and more than half of whoever was left was injured in some way. She was lucky, she had got out unscathed, keeping the foals safe underground. What she didn't like now was that they were now out of her hooves, venturing out into the town to discover the fates of her parents. She looked out sadly over the scrapyard of parts that was a massed army not two hours ago, hoping to see a small glimmer of hope. Even Pinkie pie was trotting along slowly, almost as if she was lost, her mane and tail just slightly less poofy than usual. With a sad flick of her pink tail, the caring schoolteacher began the long, hard trudge toward the building that she had been working at and calling home for more than half her life. For the first time, she wasn't happy to be heading home.

00000000

Steelhoof sat alone on a rooftop in Ponyville, hidden from view. He had gone to look for Macintosh, and had found signs of a struggle, including an impressive number of dead robots for one pony, but he had lost the trail shortly after the cart tracks that he was following broke through the fence on the northern edge of the orchard and disappeared. There was no question as to where they were going, but Steelhoof couldn't pursue yet. There were too many loose ends to tie in Ponyville.

Not that they wanted him there anyway.

He thought that it might have been different, but despite their support, when it came down to it, he was still just a weapon to them, and an unwelcome one at that. He was like the pole that he had used to beat back the invaders earlier, only useful in times of need. Of course, there were ponies that did want him there… His friends, few though they were, and for all he knew, now even fewer. And of course, Rainbow dash. His thought always turned to her eventually. She would be furious with him, which didn't make what he would have to do any easier. She wouldn't understand. She was as stubborn as he was, without a doubt. He admired that, in a way. She wouldn't give up on something, no matter what.

But right now, stubbornness was a bad thing. He would tell her, and she would fight, which would only make things harder. Emotion, that's what it all boiled down to. If only they could both shed some, just for an instant, they could pull through this and come out on the other side with some shred of happiness left.

He looked up into the deep blue sky mournfully, his heavily dented armour pinging softly in the unearthly silence. And as if on cue, a small rainbow arced across the sky, looking unreal given the circumstance.

Steelhoof frowned, squinting as he leaned forward and stared intently at the band of colour in the sky. It made him feel uneasy. And it wasn't the fact that the vibrant strip of colour looked ironic, almost mocking after the hell that Ponyville had just endured, it was the fact that the rainbow was changing direction.

And it was heading toward him.

With difficulty, Steelhoof hauled his battered frame back upright, his injured left hind leg creaking dangerously as he put weight on it. And then, save for the faint clicking of his body, he stood silent and still, waiting for his beloved to give him hell.

He took a step back as she alighted on the roof tiles. She glared a furious glare at him, one so powerful that he recoiled, taking another small step backward and putting even more weight on his bad leg, leaving him off-balance.

Her mane was a mess and her eyes were slightly bloodshot, and it was clear from the stains on her cheeks that she had been crying. Without a word, she leapt forward and struck him across the face.

Surprised, Steelhoof stumbled backward, coming dangerously close to the edge of the roof. He flinched, like he always did when a pony hit him, but this time, it wasn't just because he didn't want them to injure themselves.

This time, it was pain.

It wasn't normal, physical pain. That he could have dealt with, if he was capable of feeling it. No, this hurt much more than the blow ever could have done. It was a force of anger and of hate, and the fact that it was Rainbow dash that was inflicting the damage made it all the worse.

Still glaring, she struck him again, with all her might, and as he stepped backwards to cushion the blow, his left hind leg gave out.

In a second, his great weight dragged him straight off the roof and he landed with a dull crunch in the street below, his fall softened by a robot underneath him, showering him with oil as he landed. He made no effort to stand as he looked up, watching Rainbow glide down from the roof toward him, her expression unchanged. He could feel a pit of ice in his stomach, and it chilled his body, holding him still as his perfect mare approached him. In the distance, he could hear the other residents scurrying away, happy to give them privacy. She pinned him down by placing her forehoof on his throat, and brought her face close to his, her furious gaze boring holes through his head.

"What the fuck, Steel" She hit him again across the face. "How could you? I was trapped in there like a rat while my friends were down here fighting and dying!" She shouted at him, her face flushed with anger. Steelhoof shied away slightly, unwilling to be the centre of so much rage.

"I'm the element of loyalty, Steel! Do you know what that did to me? Of course you don't, do you? You never see anything anypony else's way!"

Her mind was full of that thick, red mist that clouds your vision and closes your mind. She couldn't see anything beyond the fact that Steelhoof had just betrayed her and threatened the lives of everyone in Ponyville for his own selfish reasons.

At this last comment, Steelhoof snorted angrily, and his eyes flared into life. Unhindered despite the cyan mare's weight on his neck, he struggled to his hooves, holding his injured hind leg off the ground. He reached out with his ruined foreleg, pushing against her shoulder. For a brief second, she pushed back, but she might as well have been trying to stop a small train. For the first time she felt his full strength, his foreleg an iron-hard extension of his indomitable will. She looked into his eyes, and saw the fury that burned within him. Those eyes had stared down things that she wouldn't even approach scared her for the first time, and they froze her in her tracks. With a single motion, he pushed her into a sitting position, firmly but not forcefully. Despite his injuries, he stood tall and towered over her. In a quiet, strangled voice, he spoke.

"Celestia made me a protector, and it is my duty to protect everypony. And you are my highest priority. I love you, Rainbow, but it's more than that. If something had happened to you… I… The elements of harmony would be broken… But I would be shattered. You know this, Rainbow. Without you, I am dead."

He stared at her with steely conviction, and she could only stare back, her eyes widening and her expression softening.

All she could think of was one time, a few years ago, when she had trouble getting to grips with a particularly strange reference in the fourth Daring Do book, and she had gone to Twilight for help. She was, after all, a much better egghead than she was.

Twilight had sat her down at the small round table in the middle of the library, and did her best to explain it. When she returned her gaze to Rainbow's blank expression a good ten minutes later, she sighed with frustration, before quoting some old proverb that she felt summed up the situation.

"And lo, the beast looked into the face of Beauty, and Beauty stayed his hoof. And from that day on, he was as one dead."

If anything, this had left the multi-coloured mare even more confused, and she had left for home with no additional understanding of the book. But that weird old eastern quote had stuck with her since, and only now did she fully understand it.

Steelhoof was as attached to her as she was to her wings – without them, life simply wasn't worth living.

She could feel an uncomfortable realisation creep into her body, and she sunk lower to the ground.

He makes mistakes, but he only ever tries to help. Yeah, he hurt you, but only because you didn't explain to him how you felt. You can't understand him, but you expect him to read your mind? You're as bad as he is.

She looked up at him sadly, her ears drooped by the sides of her head.

"S-Steel, I…"

"Rainbow… It… doesn't matter. You're okay, that's what's important. You know my feelings, regardless of yours. But… I have to go, for a long time, if I return at all…" He trailed off quietly, the words slipping reluctantly through his metallic lips.

"W-what? Why?" Rainbow said, getting to her hooves. Steelhoof didn't stop her, letting his own hoof fall to the ground. He turned away from her, trudging forward to stand a couple metres away from her.

"I've got to head North, Rainbow… Find my creator… Put an end to all this… Before it's too late. I can't just think about you, or my friends, or even Ponyville. This is about Equestria, and soon the whole world. I have to go and fix this… No matter what it costs me."

"B-but you can't just leave!" Rainbow said, taking a step forward. "I can't just let you go like that!"

"I have to, Rainbow. It's my responsibility to do all I can to bring him to justice…"

"Well… I'll go with you then!" Rainbow said frantically, her eyes brimming with emotion.

He looked back to face her, his blue eyes avoiding her gaze as he shook his head. "Rainbow, you know what I'm gonna say. There's too much at stake."

"B-but you'll need somepony to look out for you! You can't go by yourself! And who do you trust better than me?"

"It's not like that, Rainbow." He said in a resigned tone. "It's not safe to spend time with me at any time, let alone now. I'm going to some of the most dangerous places in the world, and I just can't have you there."

He turned back to the empty street, slowly dragging his hooves through the debris strewn over the cobblestones. He didn't look back, and it was clear that he believed that the conversation was over.

Rainbow simply stood in the middle of the deserted road, drained of colour and utterly alone. Everything felt a hundred miles away, as if the street was really a rolling, endless plain of scrap metal and blood, and everypony she knew was outside of it, facing away from her. Slowly, she stumbled after him, unwilling to feel so alone. Everypony had just lost something in their lives, but when she saw the big metal stallion, she never thought that she would be joining them. She didn't want to lose him again, it didn't bear thinking about. She was tempted to dash home again, to try and solve things with tears and self-loathing again, but she just felt too numb. Haltingly, she walked dumbly behind him, her hooves dragging senselessly through the carpet of bodies.

00000000

Steelhoof continued down the street at a snail's pace, his eyes blue and his damaged frame held low. As he left the area that had been cleared for him, he started to pass the survivors trying to piece together what was left of their lives. He noticed that ponies avoided looking at him where possible, and stepped away when he came near. Whether this was due to his outburst with Rainbow a few minutes earlier or not he wasn't sure, but frankly, he didn't much care. So long as they kept themselves to themselves and didn't try to talk to him, he was content.

It wasn't long, however, before something caught his attention. Above the houses to his left, he saw a fairly large white pegasus heading straight for him, his messy scarlet mane billowing in the wind as he sped toward the injured cyborg.

Reluctantly, he stopped, looking up at the unfamiliar stallion as he came to a stop just above Steelhoof, slowly flapping his wings to hold himself steady in the air. Steelhoof stared at him in a manner that others would probably find off-putting – a glare.

But the strange white pony seemed to completely ignore Steelhoof's obvious lack of interest, staring down at him excitedly.

"You're Steelhoof, right?" The stallion said, leaning forward with interest. Steelhoof maintained his glare, remaining motionless.

"What do you think?" He said irritably.

"Oh, I… Uh… Yeah, I guess you are…" The white pegasus said, rubbing the back of his neck awkwardly. "I was just trying to be polite…"

"Whatever. Can I help you?"

"Yeah… Yeah! You can!" The pegasus exclaimed, almost as if he'd forgotten what he'd come to see Steelhoof for. "Thing is… Some of your- of those robot things… came up to Cloudsdale as well… Of course, we won, 'cos we had loads of storm clouds to fend them off, but a few of them holed themselves up in the weather factory, and well…" Here he looked extra awkward, and looked as if he was making an excuse. Steelhoof heard Rainbow trudge up behind him, and he moved slightly to better include her in the conversation.

"We… couldn't get the clouds inside properly to flush them out… And somepony said that you might be able to help?" The white stallion said hopefully.

"Well… It's my job." Steelhoof said, unfurling his metal wings with a number of clicks and other mechanical sounds.

Snapping to her senses, Rainbow stepped forward, placing a hoof on Steelhoof's huge, silver shoulder.

"I'm coming too, big guy."

"What?" Steelhoof whirled around to face her. "You know I can't let you go."

"Try and stop me." She said indignantly. "You might have stopped me from trying to help my friends in Ponyville, but I've lived in Cloudsdale since I was a foal. There's no way I'm gonna let you take this away from me."

"But… You… I can't…" He stuttered, clearly in conflict.

"Plus, I used to work in the weather factory. I remember that place really well…"

Steelhoof growled, his eyes briefly flashing orange. "Fine. But if things get bad, I'm not going to let you get hurt. Under any circumstances."

She managed a weak smile. "I wouldn't expect any different."

"Damn straight." He replied, giving a tiny smile of his own. "Just try to keep up…" And with that, he forced his good leg into action, propelling himself high into the air before the engines in his wings took over, leaving four orange streaks across the sky as he was rocketed forward. Shaking her head, Rainbow crouched low, before launching herself into the sky herself. The white stallion followed last, trailing as Rainbow quickly caught up with the mechanical warrior. The city in the sky loomed above them as they flew upwards together, ready to rout the infestation of metallic killing machines.