It was both a positive and negative thing that this oppressed land was on the smaller side of things. From way up in the sky, it was easy enough to make a size comparison to Ponyville. The pros and cons were obvious, of course. The smaller a place is, the less that needs defending... and the more central focus that the attackers use. Despite itself, the situation didn't seem all that bad. There were maybe a half dozen or so of those werebear guys, plus Rocket Man back there. That'd be about one for each of her friends to take down. Well, Fluttershy might not, but that was fine. Rainbow could take her bear on at the same time, no sweat. That wasn't even accounting for the zebras that were rushing into defensive positions. How tough could those werebears be when they're surrounded at least two-to-one?

Rainbow Dash was anything but a local around these parts. From up here, almost everything looked the same. Straw roofs on top of way old-school buildings, and all of the dust, dirt, and sand that zebras called a ground. Some of the locals were setting torches outside of their homes to combat the night. Whether that was despite the incoming invasion or because of it, Rainbow wasn't sure. Before long, she found the shelter she was searching for. She spent so long in there taking care of that stupid weasel or whatever it was, she could recognize the building from anywhere.

A hasty descent was made. The enemies she saw back there didn't seem to be in much of a rush to get here (not that they could out-speed Dash anyway), but the sooner she reached Fluttershy, the sooner she could calm her down from the panic attack she was about to have. Strangely, it was dark all around the hospital, though there was illumination coming from within it. At least nothing had happened to her after Rainbow went to investigate all of that noise.

The sky blue pegasus touched down to earth a few yards away from the health center. As she was running in from the side, she couldn't see into the doorway. That didn't discourage her very much from yelling. "Hey, Fluttershy! Is there a lock on this place or something? We got a problem out—"

Her strong voice was drowned out by an even louder growl. Odd. RD was pretty sure that she didn't make that noise. And Fluttershy couldn't get her voice to sound like that if she tried. And Rainbow had dared her once to try. More logically, it was easier to know it wasn't either of them by the fact that it had been roared from behind her.

Rainbow could barely twist her neck around in time, meaning she was hardly in a position to defend herself. A werebear lurked directly in the shadows behind the pegasus. He drew his paw far back, then launched it all at once in a painful palm strike. It connected with Dash straight in her face, shoving her to the ground. The attack had struck with such force that Rainbow toppled over herself all the way to the complete opposite side of the hospital's doorway.

She laid there on the ground for a moment, doing nothing but recollecting her thoughts. When enough of her wit returned to realize that the shaking ground around her was not a good thing, Dash hopped to her hooves as quickly as she could, using her wings to help her get there. The werebear stopped stomping toward her after she rose. Both of them were on either side of the hospital's door frame, lit up only by what little illumination escaped the place. Dash hated this situation already. There were defenseless patients in there. Heck, the doctor was defenseless. She had to get this guy away from this place somehow.

"How did you get here so fast?!" she shouted, that thought also having been on her mind.

"Like you." Rainbow Dash gulped when that voice spoke. This he was a she. The sound barely even matched the grunt from before—while not girly, it was respectfully feminine. Even more respectful than that, it was dangerous. "I moved fast."

Rainbow showed her appreciation of the response with a snarl. She bolted forward, barely hovering off the ground to obtain maximum speed. Once at her target, she did an instant 180, then fired her two hind legs straight at it. The werebear didn't block, and she certainly didn't evade. The kicks struck her dead-on... and Rainbow came out of it convinced that she had hurt herself doing that more than her opponent. Having not even flinched, the monster swatted Dash down to the ground with her paw before she could escape.

After the pegasus had become acquainted with the floor once again, the enemy—whom Dash had already dubbed Miss Cockypants—took a leap into the air. She was intent on coming down right on Rainbow, leaving the mare to have a quick flashback. If she traded the black fur for orange and threw on a cowboy hat (and maybe lost a couple hundred pounds), she'd have sworn she was back to fighting against Applejack just a few hours ago. For whatever reason everyone kept trying this against her, Rainbow wasn't going to let it succeed this time, either. She rolled to her left, using a single wing to give her the extra bit of strength she needed. Sure, the werebear was heavier than her last rival, so she crashed faster, but that only made the dodge look even cooler, as far as Rainbow was concerned. Cockypants landed on her feet, and Rainbow quickly met her there.

"I don't know what the deal is with you guys, but you're making me mad!" the pony declared, flexing both of her wings. "This little gang of yours will never make it out of Zebrica, so you can forget about touching Ponyville!"

The oversized creature standing before her smirked. That, admittedly, was a little on the scary side. She made a slash attempt with her claw, but Rainbow was ready.

It was the pony's turn to make a small hop into the air. Gravity had its way, forcing her to fall back down right on top of her enemy's outstretched arm. That was enough to set the brute off balance. Accomplishing that, RD jumped forward. She reached the werebear's backside, but didn't stay there long. Rainbow performed a cartwheel straight across the bulky back. Now on the other side of a confused enemy, the pegasus thought she should try bucking her one more time.

Unfortunately, it didn't end much better than last time. Her enemy may have been confused or even frustrated, but she was still a werebear. The blow did almost nothing to her. At least, apart from giving her another grand shot at Rainbow Dash.

A claw wrapped itself around the flying pony's neck and slammed her into the ground. After the third time, Rainbow figured out that it was some sort of annoying running gag that she kept eating dirt. This time varied, however, in that she didn't stay there for long. The werebear's grip never ceased, and before she realized it, RD was hovering above the ground without moving her wings. She reluctantly found the paw still clinging to her throat, and the werebear in front of her standing up on two legs. Once they made eye contact, Dash couldn't find a way to escape it.

"You're just being silly if you think this is all of us," she finally replied to Rainbow's statement. "This is all of us left in Zebrica. Leader will alert the others all around the world. Including your Ponyville."

Rainbow Dash wanted to dare her to say that again. And she would have too, but her vision was currently turning black around the corners and it was distracting her. She tried focusing on the red irises that were glaring back at her, but even they were turning into a blurry stop light more than anything else. She spotted some unclear shadow moving across the light coming from within the hospital. It meant nothing to her.

Right up until the werebear unexpectedly released her grip.

Rainbow fell down to the ground, hacking wildly in a desperate attempt to regain air that she hadn't breathed in for about twenty seconds. When just enough of her consciousness returned, the mare glanced up to see her enemy standing in roughly the same position she had been in. Still, not about to take any chances, Rainbow stumbled backwards and away from her immediate grasp.

In between fits of coughing, Rainbow managed to pick out the meekest voice she had ever heard in her life. It was coming from the opposite side of the werebear, directly in front of the hospital. "Oh, my! I'm so sorry. I didn't mean to hurt you! It's just, please don't choke my friends to death like that. It's not, um... nice."

Recovering, Dash took to the air and flew over the werebear's head. She landed right next to her butter-colored friend. The werebear that stood in front of them had a large hypodermic needle sticking out of somewhere she probably didn't want it to be. Despite how close she had been to knocking at death's door, Rainbow couldn't help but chuckle at the sight. She became serious, however, when she turned to her ally. "Another minute, and she'd be picking multicolored hair out of her teeth. I owe you one, Fluttershy."

The other pegasus turned to, and lightly pounded at the ground beneath her. Though it was reserved, like anything that pony did, Rainbow caught a smile of self-satisfaction on Fluttershy's face. She took that as her own "You're welcome" for the time being. The werebear seemed to be getting back into the game.

The large creature brushed the sharp object away from her hindquarters, then proceeded to shake the earth by bringing down her other two legs. She looked infuriated. That made Rainbow grin. "I'm sensing hostility. Want to talk about it?"

Whoosh. Whish. A flurry of swipes were launched at her from nearly every direction that could be managed, and Rainbow Dash sidestepped all of them. Flapping her wings, lowering her altitude, even hitting the ground and ducking—she did anything to get out of the way, all while slowly moving backwards. The werebear relentlessly followed after her, determined more than anything to ruin Dash's day. So determined, she didn't notice as she stepped over a shivering ball of yellow and pink.

"Now, Fluttershy!"

There was a moment between the order being given and it being completed. Luckily, RD had prepared for that and measured distance accordingly. With what appeared to be nothing but hesitance and fear, something uncurled itself from beneath the werebear. That was followed by a mighty kick that, with a beneficial wind, could potentially knock over a thin sheet of plastic. Rainbow groaned and nearly smacked her forehead with a hoof, but the results were too shocking for that.

It was to be expected that the yellow pegasus zipped away from her unsafe position as quickly as she was able to. Conversely, their opponent not only didn't move, but collapsed where she stood. She tried pushing herself back up, but it was awkward and ended with her falling back to the ground. Her breathing rate had doubled from just before that. Rainbow stood there, half amazed, half insulted. She'd tried bucking that thing twice with all she had, and it didn't even make her flinch. Fluttershy barely puts her hooves on it, and the bear's legs bottom out.

"I'm so sorry..." mumbled Fluttershy, looking truly ashamed of herself. "I didn't mean to use that much force..."

Rainbow gaped at her friend, but jerked her head back when Cockypants spoke up. Judging by her response, she hadn't even heard Fluttershy's words. "They know..." she muttered. Then, a booming repeat: "They know!"

Her voice must have echoed around the entire city without a problem. Fluttershy gave a noticeable whimper, no doubt reeling from the scream, but the other thought nothing of it. "What do we know? I don't know what we know! The only thing we found out is that Fluttershy couldn't kick anything to save her life, and we already knew—!" Rainbow Dash let her sentence drift off. The werebear got back to shaky feet while the pegasus connected all of the wires in her head. After several moments (probably a few more than it should have taken her, but at least Twilight wasn't around to yell at her about it), the light bulb clicked on. "Wait, is your stomach some kind of weak—"

She didn't bother finishing her question. The pained expression on the werebear's face had already given her the answer. "Ooh..." Rainbow gave a wide smirk. "Why didn't you just say so?"

-TRS-

"Shoot, kid, get outta here!"

"Applejack! Don't be so rude!"

Things could have been going better, really. There had been a tight circle of zebras, huddled around one another in some attempt to instill confidence in each other. It was only natural, then, that a pair of lumbering werebears had stumbled toward them. They didn't have much time to experiment, but the werebears remained unmoved by anything the pair of ponies tried. So, they had resorted to a spontaneous plan B: evacuating everyone. Several bulkier zebras were able to lead one bear away from them, which was of much help. It was Rarity's job to see all the not as brave striped folks got away safely, all while Applejack did something that resembled distracting the enemy. That mostly consisted of getting beat around by it.

Every local zebra had ran away to a different spot to hide with the exception of one. He was a small guy. Not a baby, but old enough to think on his own. Rarity had tried her best to get him to move, which she never actually succeeded at. Rather, finally, an older female zebra ran by to pick him up. There was no time for background checks—AJ needed backup, whether it was from the world's fussiest pony or not.

The farmer forced herself to climb to her hooves. Fall down two times, get up three, she always told herself. Though, she was pretty sure the count was closer to ten by now. She was sweaty, exhausted, and discouraged. Nothing she tried had the slightest effect on the werebear. Every time something didn't work, she usually found herself sliding across dirt with a new bruise somewhere. This was all on top of still feeling the fight with Rainbow Dash earlier, not to mention a full gallop through the entire In Snare Jungle. She hadn't had as active a day as this one since Apple Bloom was convinced she was destined to be a racer. "Pardon if my fuse is a lil' short, Rarity. While you've been baby-talkin' to foals, I've been gettin' thrashed over here."

"Hmph. Well, I'm here now." She strutted closer to the brawl. The werebear watched in mild curiosity, while Applejack barely stopped herself before rolling her eyes. "So, what's the plan?"

"Plan? Plan?!" AJ stomped a hoof on the ground. "If I had a plan, my ears wouldn't be ringin' right now! Can't you use yer magic and zap 'im or something?"

She perhaps didn't realize she had said something useful in there. Not about hitting him, of course. Even if she did have Twilight's range of magical powers, ladies do not simply "zap" anything. She might not be able to light herself on fire, as Pinkie had shared with her that Twilight had done before they had met up, but Rarity wasn't without her own talents. "Keep him still," she muttered low in an attempt to hide the command from prying werebears' ears.

"That ain't funny," replied Applejack, despite already shuffling a hoof across the ground in a threatened charge.

Whatever it was the cowpony planned on getting out of that, the more realistic outcome came to be. When she got near, the werebear swatted her away. That not only shoved her to the ground again, it meant that nothing was in his way of the magic user. Rarity's horn was glowing as she concentrated; she had no way of seeing the encroaching enemy. By the time Applejack rushed to her hooves and got the first syllable of her friend's name out, the werebear was there. He took his two front paws and smashed them on either side of the unicorn's head. Completely stunned by being in the middle of a hulking clap, Rarity stumbled backwards, unknowingly somehow staying on all fours. The enemy, meanwhile, showed his first sign of having a personality. He laughed a loud, hearty laugh, like he had just watched someone slip on a banana peel in an old cartoon. He sounded old—relatively, at least, since those journal entries hinted that they were already over a thousand years old—but still full of life. Too much life.

"Amusement, I say!" he managed to squeeze out between fits of laughter.

That wasn't the exact word Applejack wanted to use. She wasn't even positive if Rarity was still conscious after that, but she sure had to hope so. Bolting forward, AJ reached the backside of her opponent, which was a new situation. She decided to make the most of it. Not releasing any of her momentum, the earth pony made a jump and landed squarely on the unsuspecting werebear's back. She gulped upon realizing just how much leg room there was up there. It was difficult to fully respect the size of a werebear until one was literally standing on top of one. She wasn't sure how long she could stay on top of him like that, which only made her move faster. "Stay with me, Rarity!"

For just a short moment, Applejack felt a rush of relief. For the first time since she had been nailed, Rarity blinked. She shook her head too, but that was when AJ lost sight of her. The old werebear stood up on two legs; with nothing to grip onto, she slid off of him and crashed painfully on the ground.

He turned his attention from the snow-colored pony to the orange one. Still he remained towering over both of them on his hind legs. Applejack wasn't getting any less exhausted. Instead of trying to evade the inevitable pounding, she merely braced herself for the onslaught. Her tactic changed severely, however, when a command from the sidelines was issued.

"Applejack, kick him! Now!"

To be honest, it didn't seem like the situation could get much worse, so it was certainly worth a try. Mustering up any strength reserves she could find, Applejack used her achy hind legs to attack as hard as she could. Lying uncomfortably on the floor wasn't doing her any favors, but the situation was what it was.

The results were what surprised her the most. Her legs sunk into the werebear's exposed belly far more than any other attempt she had made, and it showed impressively. The enemy crumpled for just a moment before falling forward. Finding a sudden burst of willpower, AJ rolled to the side to avoid being flattened.

She laid there a moment longer, panting. At first, she was watching the motionless werebear. Eventually, her gaze turned to the dirt right beneath her face as she started recovering from the ordeal. When she spotted a white hoof being offered to her, she gave a weak smile to its owner before grabbing it and being lifted up.

"How did you know...?"

Letting go of Applejack's hoof, Rarity immediately dusted off her own where a little dirt had gotten on it. It was an automatic process for her, though—she wasn't really paying attention to doing it. "I use my magic to find things out of the ordinary all the time," she answered. Applejack allowed herself to assume she was referring to those gemstones she had barrels of. "Everything around the monster's chest looked so fragile. It stood out to me plain as day. I was going to tell you of it sooner, but that's when it felt like my head got punted."

AJ offered a dry chuckle. "Sorry 'bout that."

Sniff. Sniff. At first, it sounded like Rarity was crying. That, Applejack was able to decide moments later, would have been a better alternative. Still picking at the air with her nose, Rarity wondered aloud, "Do you smell... smoke?"

It was dark out. That tended to happen during the night. Regardless, they were fairly well illuminated by various torches scattered around them. That only made it easier to confirm that something was wrong when they began to lose visual on those very sources of light. First, a couple flames that were a short distance away disappeared. Then it began getting nearer than that. "It" was a tidal wave of black fog, originating in the middle of town and spreading out across every direction from there.

"Shoot," muttered Applejack.

Rarity gasped. "That must be from Leader's cannon! But what about Pinkie Pie and Twili—"

The incoming gaseous assault was moving in even faster than it looked. It swamped the two ponies and werebear alike, suffocating Rarity too much for her to finish her question. Now blinded, both ponies tried coughing the smoke from their lungs. Having barely had any time to catch her breath from the fight, so much wheezing made Applejack's chest hurt almost as much as her head already was. Things only got worse when they were alerted to a sound directly next to them.

"Ah, Leader, always coming through..."

The werebear was up. Not only that, but he was making noises. Shuffling noises. Applejack ignored her body's desperate plea for air for a moment to concentrate. "Diggin'..." she said. Though her word came out sounding unsure, she was positive of it. For as many times as she caught her pet dog creating dirt holes all over Sweet Apple Acres, she had better recognize that sound. "He's diggin' underground, Rarity!"

Cough cough cough. "What am I supposed to do about it?"

"You detected his weak spot once!" AJ barked in reply, perhaps slightly angrier than she meant it. "Find 'im again!"

She couldn't even see her own hoof in front of her face, so she had no idea whether Rarity took the suggestion or not. All she did know was that there was a sound unmistakable in origin: the werebear had surfaced. The sound had come from over there, right next to Rarity. Of course it had.

With a scream of anguish, it was clear Rarity hadn't been able to dodge whatever the werebear had just thrown at her. Her body scraped against the ground in her slide, kicking up dust and dirt that fused rather well with the persistent cloud of smoke. Nothing fatal had been done, or there wouldn't be grumbling coming from her direction. The werebear, meanwhile, gave another joyous bellow. It sounded moderately pained, but he was still somehow enjoying the fight. Applejack shared neither one of their traits. She was just downright frustrated. "Why do you keep pickin' on Rarity? I'm sittin' right here too, y'know!"

He didn't stop laughing. "But she doesn't mindlessly throw herself at me like you do!" he stated with another uproar.

Applejack growled. She knew that, if she was paying attention, the unicorn would no doubt take that as some sort of compliment. For the sake of her own blood pressure, she decided to change topics. "What is it you overgrown pups want, anyways? This some sort of power trip o' yours?"

"Me?" He was climbing out of the hole. Not that he could be seen, of course, but the tremors he was causing by moving his legs helped give his position away. "I want to achieve what this life is for. To laugh, and be merry. You ponies are the most entertainment I've had in such a long time. With me, my dear, it's nothing personal. Just... laughter."

Where were they supposed to go from here? The smoke sure wasn't clearing up any, and Applejack was growing tired of talking. Especially with this character. He did an excellent job of making Pinkie look sane by comparison. She was an odd one, but at least she didn't get her jollies by invading countries. The answer to the cowpony's question came from an unexpected source: Rarity. However, she seemed to be struggling with something, and she also seemed to be continuing a conversation no one else had participated in. "Eat your... heart out, Twilight."

After that, there was a glow strong enough to pierce the veil of smoke. A thin pillar of light aimed straight up. That, however, wasn't the main attraction. After just a moment, a startling explosion of wind burst out from the base of the light. An almost instant casualty was Applejack's hat. She made a mental note of the direction it had been blown in for later. Following that was its likely intended effect: the entirety of the smoke in the immediate area was banished, forced away in all directions. Their personal arena was now fog-free and also lit up by several torches that had survived the one-off gust.

Applejack looked at Rarity. One whole side of her coat was heavily dirtied. The same side of her face bore a few scratches, either from the impact or the ride itself. The next thing noticed was her horn—it was still glowing with its blue aura. Just a short distance beneath that was a smirk so sly, only Rarity could pull it off to such success.

The earth pony's attention returned forward. The werebear still seemed stunned by Rarity's antics. A gift even better than that was right in front of her. Half a dozen decently-sized rocks were suspended in the air, held there by the same-colored magic that her friend was emanating. The hint was quickly taken.

Applejack spun herself around halfway. Now in her so familiar bucking position, she set off to work. One by one, she kicked the stones being held for her straight out of Rarity's magical grasp using no less force than when hitting full-grown trees. The pebbles went sailing, all of them accurately hitting their mark. The first couple nailed the unprepared werebear's front legs, stinging him enough to force him into relying on his hind appendages. It didn't even matter where the others hit. All the farmer knew was that one of them had conked the creature on his noggin, which was bound to rattle his cage enough.

Shifting gears, she ran forward. She only had a few steps to gain momentum, and she took the most from the opportunity that she could. Before long, she reached the werebear, propped up on two legs and too stunned to pay attention to her. Applejack twirled around one more time and put everything she had into launching her two back hooves into the werebear's gut. She wasn't half-unconscious and resting on the ground this time. Any ounce of force she could manage barreled straight into the belly of the beast.

Her hooves sank into the vulnerable underside, just like they had before. The difference this time was a distinct crack that echoed from somewhere within the werebear's body. His eyes were the size of saucers, but Applejack didn't get to look at them for long. The pure force from her buck sent the extra large creature into the air a short distance, carrying him straight to the hole that had been created. He tumbled down into it and disappeared from sight.

The only sound that could be heard for the next minute was of battles that weren't theirs.

Rarity trotted forward to meet her companion. The cowpony had fallen to her rump in exhaustion, and the only thing keeping her from hitting the floor were two shaky front legs. She was panting and noticeably hatless. The unicorn was led to believe that her friend needed some sort of medical attention, but things somehow turned a little brighter when she was looked at with emerald eyes and a weakened, but withstanding grin.

"Hope Chuckles there found that funny enough."

Rarity shared a small grin, but her heart wasn't there. Even setting aside her need for absolute cleanliness, the pony couldn't quite make it past Applejack's battered appearance. "Applejack, are you all right?"

If Applejack still had her hat, it would have hidden the uneasy look that she gave the ground in front of her. No, not uneasy. Scared was more like it. Applejack didn't like showing fear. It made her miss her hat even more. "What've we gotten into?"

She didn't get a very swift response.

"I was surrounded by these things fer weeks," she went on, "'n I never would'a pegged them for bein' as strong as they are. I took on a couple with Twilight, but I guess that wasn't the same. It took more 'n I had, not to mention magic I never knew you had, just to beat down one guy. Yer tellin' me there's an Equestria full of 'em?"

Applejack was caught off guard when there was a slight pound next to her. The next thing she knew, there was a white unicorn nuzzling her softly on the cheek. Rarity had taken a seat right beside her. "If it helps at all, I didn't know I had it in me either. An inevitable effect, I suppose, of being friends with Twilight for so long. With that said, I could never have defeated that brute without you."

The farm pony grinned. The affectionate nuzzle, she assumed, was for both thanks and good health. "Shucks. Reckon we didn't do so bad together. Just hope we can keep it up."

She turned her head away, prematurely breaking Rarity's gesture. Her hat was laying on the ground, surprisingly not all that far away. It was upside down, and she could see a small mound of dirt inside of it already. Just beyond that was a hut totally ignited. A werebear had apparently pushed over a brazier, setting the nearby home on fire. There were panicked screams as a small family of zebras shot out of the building and hopefully to a safer place. She sighed as she realized that the ponies just weren't quick enough to save them.

"'Cuz we ain't done yet."