Mariel and the others were real grateful that the spirit of Martin the Warrior had given them the advice they needed to escape the quicksand. Even though Martin was dead, his spirit still acted as a guide to creatures, and that was good.

They didn't run into any more trouble that day, and by evening they were out of the swamp. Mariel sniffed the air. "I can smell the sea!"

They climbed to the top of a hill, and sure enough, the ocean was visible in the distance. It looked like it was only one more day's hike away.

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Evening shadows began closing in on a cloudless sky as the sun reddened and began its descent into the west.

Applejack was standing on a balcony of Twilight's castle, keeping watch for searats. She had a spear made from a sharpened yew pole. The ponies of Ponyville were not warlike creatures, so any weapons they could find were sadly piecemeal, ancient, and few. She saw something moving in the distance, coming down the path.

"Rarity, what d'ya make o' this here?" she called.

Rarity came out. She had a homemade spear too. Shielding her eyes with a hoof, she peered in the direction Applejack was pointing.

"Hmm, don't know, Applejack. Very pretty, though. It looks like a lot of party lanterns bobbing along the path, little golden lights…"

Fluttershy flew up. She caught the last phrase. "Little golden lights? Where? Oh, my father's feathers! Those little golden lights are fire! Torches!" She ran to get Twilight.

Twilight looked at the approaching torches. "Take it easy. They're outside and we're safe within. Don't go firing or throwing anything. Let them make the first move. Besides, they may just want to parley."

Applejack could not help snorting a little. "Just like a fox parleys with a baby mouse, if you'll pardon mah turn o' phrase."

"Well, we're not baby mice," said Twilight.

By now they could see the searats. Savage, bloodthirsty, and eager, each one a picture of barbarism, they displayed an array of the most fearsome looking weapons. "They're all desperately in need of a makeover," said Rarity.

"What do you want, rat?" Twilight called down to Graypatch.

Graypatch smiled as he looked from side to side at his searats. Kybo and his gang had already sneaked around behind the castle.

"We want this castle. Why don't you just give up now, while you're all still alive, and save yourselves and us a great lot of trouble?"

"We don't want to fight you," said Twilight.

"Good, then let us in."

"But we can't just let you take over our town. It's ours."

The searat captain decided the time for talking was over. He raised his sword, yelling at the top of his lungs:

"Attack! Kiiilll!"

Twilight dropped to one side as an arrow sped by her head. She straightened back up and blasted the rat who had shot the arrow with her horn. The battle was joined!

Bigfang and half a dozen others made a rush at the doors, dragging Trixie and the oar slaves behind them. From another balcony, Starlight Glimmer saw them. "Rubble over here, quick!" she commanded the ponies on the parapet with her. "Aim it down onto them. Try not to hit Trixie or those shrews!"

They hurled baskets of rocks and dirt over the railing onto the rats. Bigfang was about to swing his torch at the wooden door when the first basket hit him, extinguishing the flames as it stunned him. He lay spread on the path. Graypatch doesn't want me to succeed at all, he realized. He's just trying to get me killed.

Trixie tried to make a break for it. "I can't take it anymore!" Frink and Fishgill tackled her to the ground.

One rat actually did manage to throw his torch at the door but Starlight Glimmer did a spell and twenty buckets of water came down and put out the fire.

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Scootaloo and Sweetie Belle had decided to take part and distinguish themselves as warriors. All the colts had been told to stay in one bedroom, away from the fighting, but they sneaked out. Wandering through the deserted kitchens, they searched for suitable armament. Sweetie Belle gave a shout. "Whoa! Look at these!"

Two large vegetable chopping knives lay sharp and gleaming upon a table. They selected one each, dancing about and waving the dangerous blades.

"Hee-hee, let's make searat pies!"

"I'm goin' to chop their captain's head right off. Choppo!"

Just then they saw something go flying past the kitchen window. It was a grappling hook. "Looks like some of them are climbin' up ropes and trying to sneak in from behind," said Scootaloo.

Sweetie looked behind her. She could hear the sounds of the battle. "No good shoutin' for those ponies, they've got enough t'do. Besides, Rarity would just make us go back t'bed an' keep us in our room all day tomorrow."

"Then we'll take care of this ourselves," said Scootaloo. "We'll go up to the top floor and cut the ropes with our knives. The rats'll fall bump on their bottoms!"

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Kybo was nearly at the top of the wall. Holding his sword between his teeth, he looked back at the others swarming up the ropes, their eyes glinting triumphantly through the darkness as they hauled themselves upward, claw after claw. It was a great distance from the walltop to the ground, and Kybo was not too fond of heights. He partially closed his eyes and tried not to look down, staring at the wall face in front as he pulled himself ever higher. The searat's claw was about to stretch up and grab the windowsill of Twilight's bedroom when there was an ominous chuckle, a sawing noise, and a discordant twang as the rope parted company with the metal grapnel it had been lashed to.

"Oh noooooooooo!"

Kybo sailed outward from the walltop and dropped like a stone. Several searats looked up in amazement, their eyes following Kybo as he plunged to the dark floor far below. In a very short time ropes were popping and cracking as they were sliced through by the knives. The thud of bodies and the terrified screams of searats filled the night air. One rat plunged earthward without a sound, staring in puzzlement at the loose rope still firmly clenched in his claws.

"These ropes aren't so tough," said Sweetie Belle. "I haven't had to slice any of them more than three times." They ran from room to room, checking all the windows at the back of the castle.

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Meanwhile, at the front, Graypatch had drastically changed his opinion of the ponies. The accuracy of their stones, spears, and spells had driven him and his searats off the road and down into a ditch. Shaking with frustration, he ducked smartly as another salvo of rocks and homemade spears rattled overhead. There was no hope of setting the doors on fire anymore, and many of the shrews were following Trixie's example and trying to run away. Bigfang, Frink, and Fishgill were too busy chasing after them to fight.

A rat named Gurd scrambled along the ditch bed to Graypatch. He was nursing a fractured limb, keeping his head well down as missiles and magic rained down from above. "Augh! These creatures fight like mad things, Cap'n!"

"What did you expect them to do, weevil brain- throw flowers at us?"

"Maybe not, but we're out of spears an' arrows. The crew are havin' to make do with throwin' back the stuff that's been flung at us. Huh, they don't seem t'be short of arms in there…" A spear struck Gurd, silencing him forever.

Up on the balcony, Fluttershy was sobbing uncontrollably. Applejack grabbed hold of her. "Fluttershy, are yew all right? Have ya been wounded?"

Blinded by tears and hardly able to speak, Fluttershy shook her head. "Oh, Applejack, I've just killed a living creature. It's horrible! One moment he was alive, and suddenly my spear hit him. He's dead, Applejack… dead, and I killed him!"

Applejack raised Fluttershy's tearstained face with her hooves. "None of us wants to kill anybeast, darlin', but this is a war! It's kill or be killed now. We're not just protectin' our own skins, there's the whole of Equestria an' what it stands for."

"I thought Equestria stood for friendship," Fluttershy said.

"Well, sometimes friendship just doesn't work. When Tirek came to Equestria, we couldn't make friends with him. We had to fight 'im. An' these rats are just the same. They'll kill us all if'n they conquer us. Come on now, sugar cube. Let's see ya up on yore hooves defendin' yore home!"

Fluttershy wiped away her tears. Grabbing a sling, she fitted a rock and sent it hurtling into the searats. "Come on, fight, you dirty cowards. You won't conquer us!"

"That's the stuff to give 'em," said Applejack. "How are yew doin', Twilight?"

Twilight dodged a flying rock and slung one smartly back. "I've noticed that we only seem to be fighting thirty or so searats, and you said there were a hundred. Where's the rest of 'em?"

Applejack looked down. "Yore right. Maybe the rest are layin' some kinda trap."

"You stay here and keep defending the front," Twilight said. "I'll go with Rarity and check out the back."

Sweetie Belle and Scootaloo were looking for more ropes to cut when Twilight and Rarity descended upon them.

"You naughty little rascals! What are you doing out of your beds, eh?" Rarity demanded.

"We're only cutting…" Sweetie Belle began, but Rarity cut her off.

"Give me those knives this instant! You could have cut your hooves off, playing around with them."

"But we were only savin' the castle!" Scootaloo protested.

Twilight picked up a three-pronged grappling hook. "Hold on, Rarity. Look at this. There's lots of 'em lyin' around. I wonder where they came from."

"That's what we were tryin' to tell you. The rats were climbing up with grappling hooks, but we chopped the ropes off."

"But we won't next time if you keep treating us like silly little fillies. So there!" Sweetie Belle stuck out her lip.

Twilight peered out the window. "Golly! Look at this!"

Upward of half a dozen searats had been killed by the fall, impaled on broken branches or crushed by their fallen comrades. The rest lay about in a pitiful state, moaning as they nursed broken and aching limbs. "So that's what the rest of the vermin were up to," Twilight said.

Scootaloo shook her head. "Not up. Only halfway up!"

"Well, you saved us all," said Twilight.

Rarity tried to look stern but could not help smiling. "Come on, heroes. Back to bed, and stay there this time."

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Graypatch stood out on the path, his sword tight at Trixie's neck as he called up, "Truce, or I kill the unicorn!"

Starlight spoke for Twilight. "Truce then. Speak your piece, rat."

All along the walls, the defenders put aside their missiles to listen. Graypatch stood in a pool of moonlight and delivered his message.

"Stop throwing and let us withdraw."

Starlight chuckled scornfully. "Had enough then, mangy chops?"

Trixie squealed slightly as the sword pressed closer. Graypatch was in no mood to bandy insults.

"Aye, we've had enough… for one try. You may have won the battle but I'll win the war. Now let us walk away in peace, or this one dies."

Twilight Sparkle appeared next to Starlight Glimmer. "Go then. You could have done that anytime without threatening Trixie."

At a signal from Graypatch the defeated searats began their retreat. Graypatch could not resist a parting shot.

"Wait and wonder when we will return, my little ponies. Then you will really see what a battle is like- oh, wait, you can't see anything, cause you're blind!"

"Blind? I'm not blind!" Twilight said.

"Oops. I got you mixed up with Simeon from the actual book because he had this part in the original."

With that, he left, heading back to Sweet Apple Acres.