Manehattan, Empmare State building, 24th floor, 2000 hours, Tuesday the 6th

"Twilight dear you simply must stop sulking over Applejack. It wasn't your fault"

"I-I know, b-but she was our friend. Our b-best friend"

"Twilight, we know how you feel, but right now we need to figure out a strategy to protect Manehattan. Thousands of evacuating ponies will die if we don't. So please can you help us right now?" Scott tried to put a smile on the sulking pony's face as he hoped that she would stop.

"Y-Yes, okay I'll help"

"Good, now the situation is that they'll be coming from where we've set-up the barricades facing toward Fillydelphia and Cloudsdale. We have an army coming at us and the helicopters need to evacuate our citizens to Whinneapolis our next safe haven next to Hoofston"

"What about Ponyville, o-or Canterlot?"

"To close to the fighting the rebels could break through and everpony would die"

"The extraction time should take about ten to twenty minutes then we'll extract all of you and take you to Canterlot"

"Sounds good commander, see you in five minutes on the field of battle" The pony left the room with two others leaving the four ponies to ponder their thoughts on the upcoming battle for salvation.

"Twilight, we need to know"

"Know what Rarity?" the confused pony was making little circles with her hoof on the table as she was thinking about Fluttershy and Rainbow.

"Why are we heading to Canterlot, what do you need to tell the Princess that can't be told to us Twilight?"

"Trust me I can't tell you"

"PONIES HAVE DIED TWILIGHT! WHAT IS SO IMPORTANT THAT WE ARE RISKING OUR LIVES FOR?" Twilight was shocked from the anger emitting from Scott fear in her eyes as if he was gonna kill her if she didn't say. Twilight sighed and signaled them to get closer with her hoof so nopony else would hear, gasps then covered the room and could be heard from outside the door


Ponyville, Apple Family Cellar, 2035 hours

Fluttershy awoke bound to another chair, another single light revealing buckets of apples surrounding her. Something had hit her on the head she could still feel the burning pain in the back of her skull. She was still muddy and the blood had dried setting into her fur. What was going on? She didn't have a clue why the pony attacked her when he did because she was an element of harmony. They were all recognizable for their mural in Canterlot, everypony knew who they were. So why did he attack?

A pony emerged from the darkness of the apple cellar to greet his guest. He was in a black special operations suit complete with at least ten pockets, two patches that held Celestia's cutie mark to show he was part of the legion on his shoulders, and an MP5 with a silencer and a black shining finish strapped around his barrel. His gas mask hung around his neck ruffling the lower part of his white and black mane. His eyes were a sapphire blue with a cut or scrape of some sort across his left cheek. There was something strange about his forearms though they had…spikes coming out of designated holes on the suit. Maybe it was a new self defense weapon that he created or was he born with it?

"The element of kindness I presume" he started.

"W-what if I am?"

"Oh no reason I just don't know your name" he chuckled.

"Aren't you part of Celestia's Legion?"

"Not the Legion, no I'm part of a special task force inside the Legion that not even Ms. Sparkle knows about. I've been brought here to oversee the destruction of the Veneighzuelan rebels by destroying all of Equestria starting with Ponyville"

"There's no need to kill everypony in Equestria even if they are the rebels"

"That is not for you to decide my dear"

"Celestia will stop this"

"Ah, yes, but she's the one who put me up to this"

"W-what n-no s-she couldn't have she's the Princess she wouldn't do anything like that"

"But she did and this will undertake its process with or without you alive" Fluttershy was shocked at how the Princess could do something like this, it's very unlike her, but she maybe had the right and only idea to keep her kingdom safe, still it was wrong taking hundreds of ponies' lives just to protect her throne. Fluttershy started to feel disgusted at what she just heard and started to struggle in the chair.

"By all means keep struggling you won't get out"

"I can try"

"You can and if you do I'll have to kill you" He cracked a smile and left the room leaving a pony to guard the cellar door while Fluttershy kept struggling. The guard had earphones in it looked like an Imare, she snickered a bit just looking at the item attached to his utility belt. It was made for mares and seeing the stallion using one made her think he was a little edgy. Nonetheless it didn't matter she had to get out of the cellar and stop the destruction of Equestria.

She continued to struggle the guard paying no attention while listening to the beating music of a certain DJ. She got her wings free but the rope still tightly wrapped around her abdomen. She stretched her wings out as far as they could go and balanced them on the ropes in an attempt to slide out of the chair, but with big, yellow, bright wings sitting under the only light in the room the guard obviously noticed. He came up to her and pistol whipped her numerous times to teach her a lesson about trying to escape. After the fifth time he hit her she got up the will to fight back and threw her wings around him pulling him in close. She flipped him around with her legs now wrapped around the back of his neck. He was struggling for a gasp of air to come through his windpipe nothing was coming in nor going out. Fluttershy didn't want to kill him, but she couldn't have him sounding the alarm anytime soon. So she just kept suffocating him sure it was hard to watch and do with the struggling and the groans coming from him, but after about five minutes of holding his air he collapsed to the floor.

Fluttershy pulled herself out of the chair with her wings and took the guards knife. His guns weren't silenced and she didn't want to make a lot of noise while trying to do a suicide mission. She was about to head out the door when she saw a bucket of apples and decided to take one. She was very hungry after her walk from wherever she was in that warehouse. The apple was shiny and red. She ate it gleefully noticing a jar of rainbow beside the bucket, with a red bow tied around it. She untied the bow and wrapped it around her head not making it into another bow; she then took the jar of rainbow and opened it dipping both her hooves into the jar one at a time. She put her now dripping rainbow hooves under her eyes and made a line under them making it seem like she was a hoofball player.

She went to walk out the door again, but immediately flipped herself around and threw the knife she had picked up at the pony behind her that was now sitting against the chair pointing his pistol at her. The knife flew fast straight into his chest making him moan in pain. After he stopped moving Fluttershy went back to pull it out of the dead stallion. She didn't want to kill him, but it was either him or her.

She opened the door for the third time and looked outside hoping that nopony would see her bright yellow face. It was dark there were three lights in the apple cellar revealing basket upon basket of apples. Applejack had really done a great job this season, too bad she couldn't tell her that herself. Nopony was in the cellar they had all gone out to start the destruction. She still snuck carefully until she got to the trapdoor of the cellar leading to the outside of the barn. She opened the trapdoor and looked outside. There was a pony standing there smoking his cigarette dressed in the same outfit that the blue eyed pony had. She opened the trapdoor trying to set it out the ground carefully, but instead dropping it to the ground making a loud bang on the wood. It made the smoking pony jump and dropped his cigarette. As he turned around to face the source of the noise he was ravaged by a yellow pony with a blood dripping knife. His scream was loud so Fluttershy tried to kill him as fast as possible, but anypony in the vicinity heard him and the sound of clopping hooves were getting closer. She hopped into the brush above the trapdoor to the cellar and waited for her investigators.

Two ponies arrived at the scene of Fluttershy's second victim and were wondering what could have done this. There was blood everywhere his windpipe cut open to try and stop his screaming. It was a brutal scene. Fluttershy hopped out of the bush with a war cry and smashed the two ponies' heads together knocking them out. She then proceeded to Ponyville.

She hopped into a brush every chance she got because Ponyville was on high alert. Two attack choppers were scouring the area looking for Fluttershy because the four ponies' positioned to guard her weren't responding and who else was in Ponyville who could possibly want to start something like this. The only logical answer was that Fluttershy had escaped and they were right to say so. She heard some of the guards talking near the library saying that Sugarcube Corner was the base of operations, but near the schoolhouse was a supply of highly explosive C4 and Semtex. She thought what better than to put on a fireworks display that won't destroy the whole town, but instead possibly help her cause.

She headed for the schoolhouse. There were five ponies scattered around it; one inspecting the explosives, two talking near the swings, another two patrolling the road. 'It would be best to take care of the ponies' near the swings before doing anything else' the ponies' on the swings would alert the ones on the road if they say the one inspecting the explosives suddenly disappear compromising her situation. She crept toward the swings where the two ponies' were talking about their leader.

"So what's with the spikes on his forearms anyway?"

"I don't know, but it doesn't seem normal to me"

"What was his part of the Legion called?"

"Torchhoof"

"Isn't that the alien task force?"

"Ya, but I don't think he'll be having any work soon" alien task force? Would that mean he's maybe an extra terrestrial? No he couldn't be he looked as normal as any other pony on this planet. Still the thought never left her mind. She crept closer to the first pony near the set and stabbed him in the stomach. Blood was spilling out and his head shaking wildly trying to scream through Fluttershy's hoof as the pony watching this happen adjusted his aim. Fluttershy saw his action and raised it by taking the Silenced pistol out of the bleeding pony's holster and firing it at his neck causing him to choke on his screams that nopony heard save for Fluttershy. She hid the two in a nearby outhouse and headed toward the explosives.

There was still so much to do with so little time to do it. The C4 still had to be placed in the underground tunnels and the Semtex had to be laid flat on the road so that the explosion would triplicate what it would have been. Fluttershy wasn't about to let that happen and slit the unsuspecting pony's throat and dragged him into the school. There she found the stash of explosives all waiting to be placed and detonated. Fluttershy decided she would place them, but I would only be in places that benefitted her cause. She took half a dozen C4 and another half a pound of Semtex. She put the items into a saddle bag then set a fire to the schoolhouse as she hopped out the window. There were many places that needed to be destroyed in Ponyville her number one target Sugarcube Corner. She stuck C4 and Semtex around town placing them at Carousel Boutique, Twilight's Library, and Town Hall. She didn't use a lot for those places, but it was enough to cause anypony inside to die.

She snuck over to Sugarcube Corner placing the rest of her explosives around it. She was glad everypony was still enjoying the fireworks display she had set off at the schoolhouse; save for a familiar pony with spikes on his forearms that was still inside the bakery. He was looking over the blueprints to the underground tunnels in Ponyville and where the weak spots were. As he was still trying to figure out how they could use the rest of the explosives they had salvaged from the fire losing many stallions in the process he heard the sound of a faint beeping. He looked behind him to see a yellow pony placing Semtex all over the window.

"Mother bucker" he ran out as fast as he could out of the bakery with the explosion knocking him to the ground. His back was charred, but he was still okay. Many ponies came to see the burning building and he pointed the pegasus flying away. They all opened fire on the pegasus, but as the saying goes "You want something done right, do it yourself" he ran toward a nearby weapons cache and pulled out an Remington 700. He didn't like fast and standard deaths, the sadistic killer in him got him to modify it to hold poison darts instead of copper bullets. He led Fluttershy waiting for the perfect shot. He fired and the dart hit right between her wing and her barrel. She felt the poison being injected into her and pulled out another detonator while slowly descending toward the fountain. She pressed the big red button on the grey detonator and buildings around and in front of Fluttershy blew to pieces. The black and white maned pony had already left the scene escaping Fluttershy's grasp, but his whole platoon was gone.


Foxtrot Barricade, 2005 hours

Rarity and her two companions were at the barricade waiting for the rebellion to start charging them. It was raining and it was dark. Their manes hung down soaking wet as they waited to defend the fate of Manehattan's citizens.

Rarity was manning one of the M240's along with another soldier pony; Twilight had a Barrett XM500 and was stationed in the 15th floor of the Empmare state building, Sam and Scott were in between the two ponies mounting the heavy weaponry with M4A1's attached with grenade launchers just in case of trucks and tanks.

"Well Sam I sure hope we live through this, heh. These sandbags might not provide a lot of protection but try to use them as much as you can"

"We're gonna live through this Scott, we've always cheated death. Remember the flood four years ago?"

"Ya, we were stuck in the humvee for four days, lucky I kept my candy stash in the glove compartment"

"Man, you could start eating healthier. Diabetes is gonna get you if you don't.

"It hasn't caught up with me yet and I don't plan on it ever happening"

"You never take my advice"

"Well you never take my set-ups, my sister is a nice mare you don't even wanna go on a simple coffee run with her"

"Look Trixie is a nice mare but she's a crazy show boater, she's been run out of every town including mine, besides me and Rarity have a thing going" he gave a wink and a warm smile to Rarity.

"Doesn't mean you can't go on a date with her"

"ENEMY TRUCK SIGHTED ON BARRICADE BRAVO, BE PREPARED EVERYPONY"

"This is it better pay up now I'm gonna get more than you"

"You're just as bad as your sister"

The com was now jammed with ponies yelling about trucks on their position as two trucks started approaching their own. The air was filled with bullets flying back and forth as ponies piled out from the trucks that had stopped. One of the trucks that were heading toward their barricade was suddenly flipped over. "You're welcome" Twilight uttered as she moved her weapon to a position where she could help barricade alpha.

Rarity was extremely angry and didn't seem to take her hoof off the button used to fire the weapon. She lost two friends this day and had enough anger to complete four hundred dresses through a raging marathon.

"They say there's no greater hell than a mare scorned eh Scott" as he nodded his head toward Rarity to show who he was talking about.

More trucks were heading toward their barricade from the main road, well technically the only road since there weren't many cars in Equestria. Twilight tried to keep a maximum of ten hostiles at each barricade but that proved harder than before now.

"THIS IS BARRICADE CHARLIE, WE CAN'T HOLD OFF ANYMORE WE'RE FALLING BA-AGGHH" Twilight moved her scope to where the barricade was, but all that was seen was a black scorch on the ground. All of the trucks that were still on the road turned away from the other barricades and started to head toward the black scorch mark.

"All units fall back to the two barricades at Times Square. The border is lost repeat the border is lost"

Times Square was where the road sort of forked only to reconnect again when heading out of the city into Ponyville. All the big company buildings were there such as Riches Barnyard Bargains and Marestercard. They were all emptied but the Princess had offered compensation for all the damages that were to happen to the buildings. Where the road forked was a building with a 'Unicola' billboard on it. On the two paths were sandbags with barbed wire on them, with a sheet metal roof to cover the top, and poles keeping up the back. In the middle of the sandbags were M60 light machine guns mounted with a bipod and connected to a belt feed.

Rarity picked up her weapon and swung the strap around her barrel as Scott and Sam watched the left flank. The other pony was doing the same thing but soon fell down after receiving a shot to neck. Scott walked up to the stallion's body and gave his regards as they soon left to head to the other two barricades.

They could see ponies from barricade delta heading to the same barricade that they were going to, but the rebels weren't far behind and a tank shell hit two of the ponies from delta sending then flying through the air and hitting the ground.

Rarity wanted to go help them, but Scott had pulled her away. He knew that even if they had any vital signs that they wouldn't be able to carry them to the sandbags in time.

Twilight was still in the Empmare state building, but she was heading up the stairs to the second to last floor. Once there she set-up a position where her rifle was pointed 110 degrees downward. On the rooftop was a buzzard where she was apparently supposed to pilot it. All they really told was how to maneuver and shoot. They didn't tell her how to land, take off, or keep it in a stasis position above ground, so she'd just have to wing it.

Rarity, Sam, and Scott galloped into the blockade and quickly set-up cover positions for the other ponies running to safety. As the last remaining ponies' ran into the roadblock drops of blood were scattered over Sam's face. Scott had been shot, he was groaning on the ground right beside him clutching his right shoulder with both his hooves.

"It's…only…a…flesh wound" he struggled to talk as the pain he was enduring was a lot but nothing compared to what he had seen some ponies' go through.

"I'll get you through this Scott, don't die on me now" he swung his gun around so that it wasn't in the way when he picked Scott up and carried him sideways on his back to the Empmare state building which was the building that had the 'Unicola' billboard on it. Scott was pretty heavy and having know this from their wrestling matches in Whinneapolis. He tapped Rarity's shoulder and gave all his supplies to her, then signaled her to cover them as they all went toward the building.

"This is Overlord Actual; all civilians have been evacuated head to your designated vehicles and leave the area. Be advised enemy air support is moving in on the city"

Air support, where the hay did they find planes? It was only a matter of time before they would come and turn the city into flames so Twilight did what anypony else would do and started looking for her friends through the scope. She looked everywhere on both sides of the building, but couldn't find her friends. 'Maybe they're already in a vehicle I'll just have to meet them in Canterlot' Twilight left her rifle perched in the building and picked up an M16. She then hustled up the stairs to the buzzard. Once there she opened the door to the cockpit and seated herself inside. There were many buttons and levers, but somepony had kindly labeled everything for her. She looked for all the switches with that were labeled 'Turn On'. She flipped each of them on; both the tail and main rotor were now starting to spin. She put both her hooves on the piloting stick and slowly she started to get air born.

She thought she could slow down the invading army a little bit because the vehicle had been outfitted with mini guns and rockets. So she started to descend on Times Square, but as she did something caught her eye on the twenty-fifth floor. It was surely her friends running through the office building finding the next door to another stairwell. Twilight thought that the architecture on this building was really poor it would have been much easier to connect all the stairwells rather than put another one every 5 floors.

"Rarity you need to stop moving and look out the window"

"Twilight this is no time to be admiring the scenery we have to get out of here"

"Rarity, I'm outside in the helicopter look"

Rarity sighed and told Sam to come with her. Scott was still panting heavily struggling for his next breath. Rarity then looked out the window to see a hovering white buzzard in the night sky.

"Twilight, you have to get us out of here"

"Working on it Rarity. What about if all three of you jump out of the window"

"You can't be serious, Twilight, Scott is wounded if we jump there's a chance he might not make it"

"Well I could hover as close as possible so you could all climb aboard, but I might hit the building with my rotors"

"It's a risk we have to take for Scott"

"Okay find a way to open the window and I'll try to get as close as possible"

Rarity then took out a fragmentation grenade from her belt and told Sam to get behind one of the tables as she did the same. She pulled the pin and threw it as close to the window without it actually braking through the window. Twilight could see a big hole in the building as she tried to get the heli to position itself sideways.

"Be advised all units still in the area the enemy strike team is thirty seconds out, to those that won't make it you will be remembered in honor of the Princess Celestia"

"Twilight hurry up or we'll be the ones remembered"

Twilight was still struggling to keep it at the same altitude as she made her way closer to save her friends. The main rotor was about to hit the building when she stopped to see that there was a meter between the rails and the building.

"This is as close as I can get"

Rarity helped Sam move Scott onto the seat, Rarity then climbed in with Sam close behind her. They soon left as the building was lit up into a ball of flames with planes coming swift and fast flattening the city and everypony left inside it.


Ponyville, 2115 hours

Twilight and her friends were on their way to Canterlot when something caught her eye. It was Fluttershy slumping toward the fountain. Twilight then took the helicopter into the town and landed near Sugarcube Corner. She got out and told Rarity and Sam to take care of Scott as he was still in serious pain.

She walked towards Fluttershy who had gotten onto the edge of the fountain and was looking deep into the water. Along the way she noticed all the buildings torn apart and some corpses of ponies' with gas masks on. 'What happened here, I don't think the rebels have gotten this far have they?'

Twilight got closer to the yellow pony noticing atrocious wounds, a red band wrapped around her pink mane, and guns that laid all around her.

"Uh Fluttershy, are you okay?" the pony lifted her head up, but not turning it toward the purple pony.

"You know Twilight, that all we've been through right now is nothing more than an event bent on making our lives miserable. There is no war there is just two sides of one story, both think they're right. Which one are we on? The side that makes life miserable or the side that wants change, to the two sides it's the same thing, but let me tell you something…" Fluttershy slowly turned her head around to start revealing her face. It looked like it had been burnt and there was Rainbow paint beneath her eyes from the sides it looked like she had been crying into the fountain as there were still streaks that had yet to dry on her cheeks.

"History is written by the victor, it's filled WITH LIARS! Even if we live and 'win' Celestia's side of the story will still be told and not one of our experiences will be documented because all you need to rewrite history is one good lie and river of blood. I know you understand" Fluttershy then fell into the fountain turning its light blue colored water to a dark red. She didn't tell Twilight she was poisoned, but even if she did it wouldn't have mattered.

Twilight then reached in to pull out Fluttershy and started performing CPR but after two minutes of trying to revive her she stopped and just started crying into the dead yellow pony's body.

After about three minutes of sulking Twilight got up and went to the helicopter to get them back on course, but she didn't forget what Fluttershy had said she wanted to make sure the story was told the right story, the truth.

"Where's Fluttershy Twilight?"

"Complications, Rarity. Time to get back on track" Twilight started up the helicopter and they were on their way to Canterlot.


A/N: Thanks to Fallout4Ever101 for the OC idea.