Kamen Rider Shifter

by Banshee531

Episode 29: Enemy in Plain Sight

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Thorax, Pharynx and the Rainbooms all stood in shock, at what they were seeing right in front of them.

Flash Sentry, known to the rest of them as Sheave-Far-Tar, was at their school posing as the boy whose life he had stolen. And as they watched him, they spotted Derpy walk up to him and the pair started conversing. If they didn't know it wasn't him, the group would have actually thought it was just Flash and Derpy talking like normal.

"Oh heck no!" Rainbow rushed forward, ready to clobber the guy. But Twilight and Sunset ran ahead of her and grabbed the Mimic's arms.

"Hey, Derpy." Sunset smiled. "Can we just borrow Flash for a second? It's really important." Before Derpy could answer, Sheave was being pulled away from her and around a corner. The others followed after, making Derpy tilt her head in confusion.

"What do you think you're doing?" Twilight asked, once they were safely out of everyone's earshot. "Why are you here?"

"Hey," Sheave had pulled himself out of their grasp. "This isn't my idea. I'm here because if Flash doesn't show up for school, things are gonna get annoying. I don't like this any more than you do, but I have no plans for causing trouble here."

"And how are we supposed to believe that?" Rarity asked. "Do you really think we're just going to let you stroll around like it's nothing? Bad enough you've ruined Shifter's reputation as a hero. Now you're going to ruin Flash's reputation."

"Well it's not like you can do anything about it," Sheave stated. "The only way you can force me out is if you reveal that I'm a Mimic. But if you do that, I'll reveal who Morphic, Changeling and Hudie are under those masks." Everyone frowned at this. "If you think being heroes will stop the government from dissecting them, you're dreaming."

"Ahh," Sunset growled, "stalemate."

"Exactly," Sheave nodded before brushing himself off. "Now, if you'll excuse me. I believe we have double chemistry to get to." With that, he walked off and everyone could do nothing except watch him leave. As soon as he did, Twilight took out her schedule.

"Everyone, what classes do we all have today?" They quickly took their own schedules out and cross referenced everything, each of them stating which classes they had with Flash. And soon, they all sighed in relief. "We all have at least one class with him. We can keep an eye on him throughout the day."

"But what are we gonna do if he tries anything?" Pinkie asked.

"Message everyone else," Sunset stated. "If he does anything suspicious, let everyone know. Then we can handle him." They nodded, praying that they would be able to keep Sheave from causing any issues.


As this was happening, Sheave made his way through the halls towards his class.

But as he did, he heard Flash speak in the back of his head. "I'm warning you." He glanced back at the trapped teen. "Try anything with my school and you'll be sorry." Sheave was really starting to get annoyed with him saying that.

"Why do you care so much about this place? You're forced to come here, aren't allowed to do what you want and have to listen to those boring teachers tell you stuff you'll never need to learn. What is the appeal?"

"This school is where I met my friends," Flash stated. "It's where I learned who I am and what I want to do with my life. It's a special place that is important to not just me, but a lot of my friends. That's why I won't let you destroy it."

"Oh, I'll destroy it alright. Once the Mimics take over this world, I'm coming back here and tearing this place down brick by brick." Flash glared at him, as he chuckled.

But his enjoyment quickly vanished, as in that moment a sudden wave of emotions and memories were surging into Sheave's head. The Mimic gasped, barely able to keep his real face stoic so nobody would notice. He found himself reliving a bunch of memories, involving himself and others doing a bunch of different things.

There were moments of him in a science lab, doing some kind of experiment with other children. There were moments of him playing sports, scoring a goal and cheering with the rest of his team. There were moments of him taking part in a play, acting with other students and enjoying themselves by staying in character even when they weren't performing.

One such memory was of him and his bandmates, working together to make a new song. They got to work, playing music and rocking out. Being the main act during some kind of big dance. And dancing with a girl that looked a lot like that Twilight person.

Along with these memories came a bunch of different emotions. Multiple thoughts and feelings that were overwhelming him. He actually felt...happy.

"Stop it," he shook his head. "This is stupid. Those aren't even my memories. I shouldn't care about any of it."

"Maybe. But why don't you try making some of those memories for yourself?" He turned to Flash, who seemed to be giving him a sympathetic look. "You need to pretend to be me, don't you. Then why don't you see what it's like to attend a human school. Don't pretend to enjoy the stuff. Just try it and see if you really do enjoy it."

"That's..."

"What have you got to lose?"

Sheave said nothing and kept moving towards his first class, stepping into the chemistry lab with Twilight and Rarity arriving a few moments later. Once everyone was set up, the teacher got to work.

"Alright, everyone. Who here can tell me what happens if you drop a drop of water on powdered sodium?" Twilight raised her hand, Sheave rolling his eyes. "Yes, Twilight."

"An explosion." That suddenly got Sheave's attention.

"That's right," she took a drop of water and let it fall into a beaker full of a strange powder. The next second, a loud boom filled the room and everyone jumped before laughing. Sheave was also a little giddy, having not been expecting that.

The lesson went on and before Sheave knew it, he was being pulling into it. "First, add a table spoon of dish soap to hydrogen peroxide. Then, add the warm water and the yeast." The students all did so and the next thing they knew, they had to leap back in order to avoid the foam flying out of the beakers.

They all laughed, with one person going to touch it. "Hold on." The teacher stated. "This stuff needs to stand for three minutes before it's safe to touch. Now whilst we wait, write the formula down in the books to help memorise it."

Everyone got to work, copying the formula down. Sheave did so and found he was actually quite interested in this stuff, with Flash even telling him about other formulas he and his friends had gotten to play with.

And just as he finished, Sheave suddenly found the foam being thrown at him. "Gotcha!" Derpy cheered, seeing the foam on his face. The others laughed, as someone else threw more of the foam at his friend.

Within minutes, the students were having a full on foam fight with Rarity using her shields to defend herself. And eventually, Sheave couldn't hold on any more and he threw some foam at Derpy. A laugh escaped his lips and he was having fun, the Mimic glad Sombra and the others weren't seeing him.

They did this for a little while longer before they quickly cleaned up the foam and headed to their next class, which turned out to be a free period for Flash. And before Sheave could find a place to hide, Brawly Beats and Ringo stepped up next to him.

"There you are," Ringo pulled him along. "Come on. We haven't had a chance to practise in forever."

"Erm..." Sheave wasn't sure what to say to that, as he was pulled into a music room. As he was, Sunset and Rainbow followed behind him.

Once there, Ringo threw Sheave a spare guitar. "Why didn't you bring yours? You knew we had a free period." Sheave didn't answer, but also didn't argue as he put the guitar on.

As he did, the girls listened and wondered if he could even play. Was Flash's music talent something he could copy? "Let's try the Demon In Me," Brawly stated. "We haven't practised that one in forever." Ringo nodded, as Sheave used Flash's memories to learn the song.

"Okay," he said. "Let's...um, do this." The three counted down before they started playing. And whilst Ringo and Brawly were doing good, Sheave's music seemed a little off. And as he sang, everyone could tell he was having trouble getting it right.

"Dude," Ringo cried, "what's the deal? You always bring your A game to the music."

Sheave frowned, as Flash laughed inside his head. "Dude. You are so embarrassing me."

"It's pointless," Sheave groaned. "Why bother with something like this? It doesn't do anything. Doesn't make you stronger or better."

"You'd be surprised," Flash told him. "Music has been one of the things that has kept my world from completely blowing itself up. It's an expression of the soul. It's how a lot of people relax and stop themselves from stressing out."

"Whatever. It's clear I don't have a talent for it. I guess I couldn't copy the useless skills you have."

"You're just not putting everything into it. Don't try and make the music obey you. Listen to the music and let it guide you. Come on. Try again and this time, I'll help you."

As Sheave returned to the real world, Ringo suggested trying again. And after taking a deep breath, Sheave started playing with the other two playing alongside him. [AN] He did as Flash suggested and let the music flow through it, causing his body to move to the beat. And as he sang, Flash also sang in his head and things felt different this time.

Sunset and Rainbow were amazed by the difference. This wasn't like before. Sheave wasn't trying. He was doing it. Following his musical instincts and letting the tune tell him how to sing.

"Better," Ringo nodded. "Not great, but less painful."

They continued to play and Sheave was suddenly overwhelmed by the melody. He had no idea music could have such an effect on him. And as he kept playing, memories flashed through his mind. Memories of the other songs Flash loved to listen to. Songs he and his friends had created. Songs that could change the world if it was heard by enough.

When the song finally came to an end, Ringo and Brawly noticed Sheave's eyes were filled with tears.

"Dude," Brawly frowned, "are you okay?" Sheave rubbed his eyes.

"Yeah. Just...got a little emotional."

"I hear that. Looks like you're getting back into the swing of things." Ringo tuned his guitar. "Come on. Let's try another song." Sheave nodded and they got to it, whilst Rainbow and Sunset listened intently. Neither of them could believe Sheave had been able to sing like that. To have such...heart in the music.

"Something's going on with him," Sunset stated.


In another part of the city, a bunch of factory workers were busy building whatever the factory built.

The sounds of the machines at work filled the air, as the workers grabbed the parts they needed to do their jobs. But soon, all thought of completing their tasks would fly out of their heads. As in that moment, a portal opened up before a bunch of Mimicreeps leapt out of it.

The workers screamed as they ran for their lives, attempting to get out of the factory as fast as they could.

As they did, High and Gule stepped out of the portal with power-packs on their backs. High was in her human form and Gule was already suited up, the pair looking around for somewhere to plug their devices in. And soon enough, they out an outlet to do just that.

"Perfect," Gule locked the pack onto the device. "And look on the bright side. No liquid nitrogen to get in your way this time." High glared at him, as she plugged her power-pack in as well. At the same time, the Mimicreeps continued to move through the factory attacking anyone that they came across.

Luckily, everyone managed to get away with nothing more than a few light injuries.

Gule was leaning against the side of his machine, looking bored as he waited for it to power up. High was also sitting around, impatient as she would rather be causing mayhem to the humans in the factory. She didn't seem to realise that getting the power they needed, would impress the master much easier than hurting a handful of humans.

However, her wish for action would soon be granted. As in that moment, a portal opened up and someone leapt out of it.

Morphic rolled along the ground in his Tri-Horn form, his gauntlets at the ready to attack. And that's exactly what he did, the second he spotted the two Mimics. "RAAAAAH!" He ran at them and threw a laser punch right at them, High preparing to intercept only for Gule to leap in and do it instead.

Surrounding his arm in red energy, he slapped away the lasers and made them explode against a nearby wall. He then thrust a punch right at Morphic, who blocked with his gauntlet.

The two Riders glared one another down as they pushed against each other, attempting to overpower the other. And slowly, Gule was beginning to do just that. But as he did, High began to charge up her energy. "Don't!" He told her. "Stay here and guard the machines. Once they're fully charged, get them out of here!"

"But-" High watched as Gule's wings unleashed blasts of energy, which propelled him and Morphic through the air.

He pushed Morphic upwards and the pair crashed through the roof, Gule flying them away from the building before letting Morphic go. The Triceratops Rider fell towards the ground, as Gule unleashed a burst of energy towards.

But Morphic was ready and punched the air, the lasers that fired propelling him out of the energy blast's way and towards another part of the factory. There, he grabbed onto a metal support beam and slid down it until he reached the ground. Once there, he turned towards Gule only for his Mimicreeps to leap out and attack.

As such, the Rider started fighting them. He punched and kicked them all away, destroying them as Gule flew down.

As soon as he got close enough, the Dark Strike Rider unleashed a bunch of red lightning that Morphic barely managed to avoid. He leapt forward and the two clashed, Morphic managing to get several strong hits in on Gule before his opponent beat him back.

Meanwhile, inside the warehouse, High watched from a nearby window and growled. "I should be the one fighting him. With my speed, that overweight loser wouldn't stand a chance."

She looked around and imagined what would happen, if Gule was allowed to fight Morphic on his own. She would carry the power-packs into the base and Sombra wouldn't even care, only to praise Gule when he returned. Everyone would congratulate the new guy, whilst she would be forgotten.

"I can't let that happen. I have to find a way to prove myself. But how?"


Within history class, Sheave was barely listening as the teacher droned on and on about the civil war and other pointless stuff like that.

It was so boring that Sheave was starting to nod off, wishing he was at least in a fun class like the chemistry class he had been in before. But as he drew closer to falling asleep, it happened. "Sheave!" He jumped, catching the attention of the students around him. Luckily, the teacher didn't notice.

Sheave looked around, Twilight and Applejack frowning at his actions.

"Sheave. If you can hear me, I require you to go help Gule and High." He realised it was Sombra's voice, the Mimic looking around trying to figure out the best way to escape his current situation. "Get there now." Sheave groaned, considering just getting up and leaving. But he was sure that would cause an issue if he was forced to return to the school later.

Luckily, the bell suddenly rang to signal the end of the period. The teacher started going on about homework assignments, but Sheave wasn't listening. He was already packing Flash's things, whilst the girls texted the others and told them something was up.

Sheave was the first one out of the class and ran off, Twilight and Applejack being left behind.

He managed to get outside the school without anyone noticing, the Mimic looking around to make sure nobody was there to see him. And as he summoned his Driver, he reached into his jacket for his Mimicores.

But suddenly, a burst of wind flew past him and someone appeared in front of him. "Going somewhere?" Thorax asked, glaring at him as he summoned his own Driver.

"Stay out of this." Sheave moved forward to push past them, but they held their ground.

"Not happening," Rainbow told him. "You're off to do something bad, aren't you?" Sheave glared at them. "We're not gonna let that happen." At that moment, the other Rainbooms arrived ready for a fight.

"I'm warning you." He took out the Maleficore. "Out of my way, or I'll destroy this precious school of yours and everyone within it." They all glared at him, but Twilight stepped forward.

"I don't think you're gonna do that." Sheave raised an eyebrow. "You were having fun, weren't you? You might have been pretending to be Flash, but the fun you had during the day wasn't pretend. You were enjoying yourself."

"Don't be ridiculous," he told her. "Why would I have fun with a bunch of humans?"

"Maybe you're realising there's more to being human than you think," Twilight stated. "Maybe Flash is influencing you more than you think." Sheave glared at them all. "You don't have to do this. Humans and Mimics don't have to be enemies. Katar changed. Who's to say you can't change either."

Sheave frowned, as he clutched the Maleficore in hand. And as he did, he was suddenly reliving all the moments he had enjoyed that day. The jokes Flash's friends had made. The funny incidents that had made him chuckle. Even some of the classes he had taken.

And as he thought about all that, the memories from before also resurfaced. All the good times Flash had enjoyed. And as he remembered them, his warning suddenly made him feel sick with guilt again. Did he really want to hurt those people?

Twilight and the others watched him look conflicted, a few actually thinking this might actually work. But then, something happened that surprised them. The Maleficore suddenly activated and unleashed a burst of energy that shocked Sheave.

"GYAH!" He couldn't let go, as the dark energy began to flow into him. And as it did, all those good memories disappeared. All the guilt Sheave had been feeling vanished, replaced with hatred and anger. "I will destroy you and everything you love." He placed the Maleficore into the Driver and activated his other Mimicore.

"MALEFIC STRIKE!"

Everyone gasped, as Sheave struck a pose and the dark energy radiated off of him. "Henshin!" With that, he slammed the Driver shut and flipped the Mimicore down. This caused the energy to explode out of him, hitting the others and making them all feel sick.

"MIMIC! LIGHTNING BUG!" The slime flew out and surrounded him, the cocoon forming before shattering to reveal the corrupted Rider. "Darkness, engulfs all that stands within it. Unlimited power awakens in the shadows!"

Shifter stood there for a moment before letting out a roar, shocking everyone as the lights on his body unleashed a barrage of energy that started hitting parts of the school. It also flew towards the girls, Rarity putting up a shield as Thorax held up his Mimicore.

"SLASH!"

Thorax slammed the device into his Driver and as he leapt over Rarity's barrier, he slammed the Driver shut. "HENSHIN!"

"MIMIC! MANTIS!" The cocoon formed around him, protecting him from the energy that slammed into it until he fell to the ground and it shattered. "Bladed arms that slice through anything, cutting down the evils of the world!" The armor formed around him and he summoned his sword, as he charged towards Shifter.

He slashed at him, but Shifter dodged all the attacks and dealt a kick straight to Changeling's side.

As the Mantis Rider staggered back, Shifter found a bunch of cakes being thrown at him and exploding. But he quickly unleashed a burst of energy that destroyed the following cakes before they could get close to him.

Rainbow then ran at him, using her super speed to form a tornado around him in a hopes of throwing him off balance.

But Shifter's arm sparked with energy and with a single flick, the energy exploded off and struck Rainbow. "GYAH!" The girl was sent flying until she crashed into the sports field, her body twitching as more energy sparked off of them.

"Rainbow!" Fluttershy ran to her side, as Twilight looked around for anything she could use to throw at him. But there was nothing available to her, whilst Applejack and Changeling ran at Shifter to try and take him down. They slashed and punched at him, but he was able to catch Applejack's fist whilst dodging Changeling's swords before throwing her into the Rider.

Both of them cried out, as they were knocked to the ground.

Rainbow panted, as Fluttershy helped her to her feet. Whilst the others stood defensively, ready to do whatever it took to keep him from going wherever he was going. And as they did, Twilight's eyes fell to the Maleficore on his Driver. Whatever that device was doing, it appeared to be affecting Sheave.

"Maybe if I take it away, he'll see reason and stop attacking." But with the energy coming off the Mimic, that appeared easier said than done.


Back at the factory, Gule and Morphic continued their fight.

Gule once again summoned a field of energy around himself and as Morphic fired his laser punches, they simply bounced off the energy doing nothing to him. Gule then charged at him and when he attacked, he forced all his energy into the foot before slamming it into Morphic.

"GYAH!" He was thrown backwards and crashed into the ground, as Gule spun backwards and landed whilst the energy field around him powered up. "Alright," Morphic pushed himself up, "time to change things up a little bit." He took out another Mimicore and activated it.

"TOUGH!"

Gule watched, as Morphic replaced his super powered Mimicore with his older but still powerful Mimicore. "Mega Morph!" He slammed the draw closed and the lights on the belt turned purple.

"MIMIC! CROCODILE!" The armor quickly melted and reshaped, turning purple as it did. "Vice-like fangs and an impenetrable hide, crushing anything in its way." Armor settled, Morphic's tail saw revved and he charged towards Gule. The other Riders braced himself, as the blade slammed into his energy field and was held back by it.

"Ha! Is that the best you can do!?" Gule threw a punch at him, but Morphic managed to block with his gator head before knocking Gule's arm back. The head then glowed, as he thrust his hand forward and let the energy flow right into the shield. This overpowered the field and Gule suddenly found himself getting knocked backwards. "GYAH!"

Morphic chuckled. "No, that wasn't the best I could do."

Gule pushed himself back up and growled, ready to counterattack. But before he could, he heard an engine and they looked around to see Kamen Rider Hudie racing towards them.

She rolled into the factory complex and swerved to a stop. "Need a hand?" She asked, with Morphic shaking his head.

"Go get High. She's in there!" He pointed at the factory and she nodded, her bike shrinking down as her wings grew and she took to the air.

"Oh no you don't!" Gule tried to blast her with a bolt of energy. But before he could, a energy croc flew towards him and bit into his arm. "AUGH!" The energy chain connecting the head to Morphic retracted, as he pulled Gule away so Hudie could fly up to the rooftop.

As soon as she was there, she suddenly found a bolt of lightning flying out of the hole in it and almost fried her. "WHOA!" She managed to dodge it before diving into the hole, spotting High glaring at her as she charged up another attack. "Bring it!" She summoned her Grace Grazer and as High fired the blast, Hudie flipped the whip-like ribbon around.

The energy wasn't conducted into the ribbon, so Hudie didn't have to worry about getting zapped. And when she finally reached the floor, she started dancing around with the sharp tip of the weapon spinning around her.

High suddenly found herself needing to evade that point, as it swung towards her over and over. But she was so distracted by the blade, she didn't notice Hudie getting in close until she dealt her two high leap kicks followed by a pirouette kick to the side.

"GYAH!" She was thrown into the side of a machine, as Hudie summoned her wings and leapt into the air.

It was a good thing she did as moments later, the Mimic forced herself up and unleashed a burst of lightning in all directions. This caused the machines to go haywire, making the lights flicker and cause the power-packs to start beeping warning alarms.

It was these beeps that made High stop, as she realised she couldn't risk causing any damage to the factory. If he did, she would risk overloading the place and losing the energy they had been sent to protect. As such, she was forced to stop her electrical attack. But she wasn't worried.

"I'm just as powerful without unleashing my energy." She flexed her claws and as Hudie flew down, the Mimic charged and began moving at super speed. It was difficult with how cramped the factory was, forcing her to weave around the many machines, but she was still able to speed up whilst Hudie remained in the air.

Eventually, she used that speed to propel herself upwards and roared as she tried to slash at Hudie.

The Rider quickly beat her wings, creating a gust of wind that acted as a wall to slow High down whilst pushing her out of the tiger's way. The Mimic slashed at her, but missed and began to fall towards the ground. As she did, Hudie swung her whip around and the tip slammed into High's back.

"GYAH!" She screamed, as the tip sliced down her back and she landed in absolute agony.

Hudie smirked, as she stayed high in the air. And as the Mimic turned towards her, she glared at the Kamen Rider and swore to make her pay for that. Nobody embarrassed High-Vol-Tech.


Back with Shifter and the other, everyone in CHS had noticed the commotion going on outside and went to check out a window.

There, they saw Shifter and Changeling fighting. Changeling was slashing at Shifter, but Shifter dodged the attacks before spinning around and slamming his foot into Changeling's chest. This knocked him flying, letting out a scream as he slammed into the ground.

Rarity then threw a bunch of diamonds towards the Rider, but Shifter simply knocked them away with an energy infused slap before marching forward.

Celestia had also seen this and when she realised how dangerous it was, she rushed over to the fire alarm and pulled it. She then grabbed her PA system and called out to her students. "Attention everybody. Please evacuate. Avoid the sports field and any exits close to that area. But please form an orderly cue."

She heard her students beginning to push their way towards the exits as soon as she finished speaking, then moved over to the window and watched Shifter punch his way through Rarity's shield.

"Shifter. Why are you doing this?" She had looked up to Kamen Rider Shifter, ever since he had saved her school. And he had saved the entire city from the Mimics. But in recent days, it's like his goals had taken a complete one eighty. And nobody could understand why.

"Raaaaah!" Shifter leapt into the air, as energy flowed out of his Maleficore and into his boots. He then thrust his foot forward and flew down towards Changeling, as Rarity put another shield up in an attempt to protect him.

The Rider slammed into the shield and smashed his way through it, though this did seem to slow him down. And as he shot towards Changeling, the other Rider raised his swords and crossed them over. His boot slammed into the swords and had enough force to push Changeling backwards, making him stagger as he tried to fight against him.

Shifter's energy charge eventually died down and he flipped backwards, landing as Pinkie threw a few more cakes in his direction. But he unleashed another energy wall that fried the cakes before they could get close to him, as Rainbow ran in and tried to deal her own super speed kick.

This attack actually connected and knocked Shifter backwards, allowing Twilight the chance to grab him in her magic.

Using all her strength, she forced him down and Shifter actually fell to his knees. "Gyah!" A few moments later, his upper body was forced down and his arms were the only thing keeping him from being forced flat. He tried to push himself back up, but he couldn't. "Let...me...go."

"Not happening," Twilight told him. She then turned to Changeling, as he picked himself up. "Try and get the Mimicore away from him."

Changeling frowned, fearing what that device could do if he touched it. But he refused to let his fear get the better of him and he raced towards Shifter, as Twilight used her magic to force him up and then down onto his back. This showed the Mimicore to everyone and Changeling tried to grab it, but the Mimicore had other ideas.

Suddenly, a burst of energy exploded out of the device and threatened to fry Changeling. The Rider leapt back at the last moment and blocked another bolt with his swords, as more energy flew out and threatened to hit Twilight.

"Look out!" Rainbow raced over and pulled her out of the way, but this broke Twilight's concentration and allowed Shifter to break free.

"RAAAAAAAAAAAAAAAH!" He roared, standing up and unleashing another blast of energy that flew out in all directions. Rarity barely managed to put a shield up in time to block it, the blast slamming into it and causing it to rattle and crack.

The same was done to the school, the building being struck by the energy and ripping through it. Parts of the wall exploded off it and the windows all shattered, sending shards flying all over the place. Changeling and the Rainbooms all gasped at this, fearing that someone inside would be hurt.

Eventually, Shifter's energy outburst died down and the Rider stood there panting.

Rarity kept her shield up, as Changeling prepared to attack again. But as he did, a portal suddenly opened up behind Shifter. And before any of them could stop him, a hand reached out and grabbed his shoulder before pulling him through it.

The group watched as the portal closed, all of them confused by what had happened. "Why'd they call Shifter back?" Rainbow asked. "Wasn't he...winning?" The others were just as confused, wondering the exact same thing. But they had bigger issues, as the school's damage made them all fear for their schoolmate and teacher's lives.

They began to rush inside, Rainbow racing around is search of anyone that might still be trapped within. But the building's structure was giving them serious course for concern, the group looking around but finding no signs of anyone.

It was in that moment that Twilight's phone rang, Twilight taking it out and seeing a text from Pharynx. "Celestia's doing a head count."

"So?" Rainbow asked. "She must have known we were outside fighting."

"But she doesn't know I was," Changeling stated before removing his Mimicore from his Driver. "If she sees I'm not there, she might send someone in here looking for me." They nodded and rushed towards the exit, stopping just before it as Thorax looked outside and saw a large group of people.

Celestia was there, calling out names. Luckily, she hadn't gotten to his yet.

They managed to get out of the building, Thorax ahead of the girls and carefully moving towards the group. Luckily, nobody saw him and he reached the back just in time. "Thorax?"

"Here," he called out. She nodded, as she called a bunch more names. And then, she said it.

"Flash Sentry?" Nobody answered and everyone looked around. "Flash Sentry?" Again, there was no answer. Thorax began to panic at this. "FLASH SENTRY!?" A state of alert spread across the student body, with Scootaloo looking more worried than anyone.

Thorax turned to his brother, the pair looking worried as they feared what this could lead to.


Back at the factory, Morphic threw another punch in Gule's direction.

The Dark Rider dodged it at the last moment, but almost got his head cut off by Morphic chainsaw tail. As he ducked under it, Morphic spun around and slammed his leg into the Hybrid Rider's side and knocked him away. "Augh!" He rolled around and barely managed to stop himself before pushing himself to his knees, as energy burst out of him. "TAKE THIS!"

Morphic watched him slam his fists into the ground and the energy exploded out of him, travelling along the ground and tearing up the pavement as he did so. Morphic could only raise his arms and brace himself, as the lightning slammed into him and almost knocked him backwards. But he managed to stand his ground as the explosion raced off him.

And as it did, Gule charged forward ready to end this battle.

Back inside, High continued to try and slash at Hudie from the butterfly Rider's safe spot in the air. No matter how fast she went, she wasn't able to reach Hudie and the female hero always countered with the same wind and whip attacks as before.

High panted, as she landed near the power-packs. But when she checked them, she frowned seeing they were only half charged. "This is getting ridiculous." She suddenly had an idea and once again started running around, building up as much speed as possible before leaping into the air.

Hudie saw this coming and unleashed another burst of wind, which slammed into High and slowed her down as she tried to slash at her.

And as High fell back down, Hudie swung the Grace Grazer at her. But the Mimic somehow spun around and grabbed the ribbon before the blade could hit her, as she landed on the ground and wrapped the ribbon around her arm. She then flicked it with all her strength, the wave it caused moving towards the handle and causing it to fly out of Hudie's hand.

"Hey!" She cried, seeing her weapon fall to the ground. And as High released it, the ribbon retracted before the whole thing melted into a puddle. "Not cool."

"Neither were all the cuts you gave to me!" High cried, as her body began to spark. "And without your little toy, you can't stop this!" She launched the lightning towards Hudie and the Rider gasped, as she barely managed to avoid it.

Instead, it struck the ceiling and caused major damage to it, Hudie cried out, as parts of the roof began to break apart and fall towards the ground. Hudie managed to evade the collapse, as parts of it came crashing down onto the ground. And as they did, they also hit more of the machinery and caused it to break.

High didn't seem to notice or care, too focused on trying to bury Hudie alive. But it was noticed by Gule, who dodged another of Morphic's energy constructs as a large bolt of lightning broke through the roof.

"What the heck is that idiot doing!?" He cried, deciding he needed to know what was happening in there.

So after dodging another of Morphic's attacks, he ran forward and leapt into the air. His wings sparked and carried him into the air, allowing him to reach the roof whilst Morphic was stuck on the ground. But as he moved towards one of the holes, the roof area he was on suddenly exploded.

"GYAH!" He was thrown across the roof and crashed near one of the holes, groaning as he rolled onto his front and looked down into the hole.

There he saw High going nuts with her lightning attacks, blowing the place to pieces and destroying all the machinery they were supposed to be getting the power from. All to try and hit a Rider she was clearly not going to hit.

"What are you doing!?" High stopped and looked up, seeing him glaring down at her whilst picking himself up. "You're supposed to be protecting the power-packs! Not trying to bury them in rubble."

High suddenly looked terrified and turned to see said power-packs, one of which being covered in debris. If it was damaged, she would be in serious trouble. But before she could run over to check on it, she heard a loud cry.

"CLIMATIC FLUTTER!"

She spun around and saw Hudie flying at her, as her wings tripled in size before unleashing a powerful blast of wind that slammed into High. The Mimic screamed, as she was blown into the air and was unable to fight against the powerful gale. And before she could try and escape, Hudie flew into the tornado and used it to speed herself up before slamming both her feet into High's chest.

"GYAH!" Was all she could cry, as the impact sent her flying out of the tornado until she crashed into the wall and exploded.

Hudie did several back-flips before landing, the Rider spinning around as the exploding Mimic fell to the ground behind her. As she hit the ground, a large fireball surrounded High as she kept crying out.

Hudie sighed, Fleur and Katar both feeling exhausted after all that flying around. And as she moved over to retrieve the puddle that was her weapon, the flames around High began to extinguish.

The tiger pushed herself up, being badly damaged and barely able to stand. Hudie turned to her and looked ready to finish her off. But at the last minute, a bolt of energy flew down and slammed into the ground in front of her. The resulting blast sent her flying back, crying out as she crashed into the wall behind her before falling to the ground.

High looked up and saw Gule flying down, the Mimic Rider throwing the debris off the power-packs.

He sighed in relief, seeing that they weren't damaged. But the machine they were plugged into had stopped functioning and they were only half charged, Gule quickly unplugging them as a portal formed next to him. And as High tried to stagger towards him, he stepped through and the portal looked close to closing.

"Wait!" She forced herself forward and at the last moment, managed to practically leap through the portal before it closed.

Seconds later, Morphic arrived back in the building and spotted Hudie on the ground. "You okay?" He ran over to help her up, as she moaned and clutched her head.

"Yeah. But they got away with that energy."

"Maybe. But hopefully, they weren't able to get as much as they were hoping for." Morphic frowned, still curious about why they would be stealing energy. They must be powering something great, but what could it be? And would they be able to stop them before it was accomplished?


In the Mimic Lair, Sombra had the Maleficore and was holding it next to a machine that was sending purple energy into it.

"The Maleficore's power is growing weaker," Sombra growled. "Using it so much is starting to it lose its charge." He turned to Sheave, who was sitting nearby waiting for him to finish whatever he was doing. "You're wasting way too much power against those fools."

"I'm sorry, master. Since I lost my Shift Striker and the other Mimicores-"

"I don't want to hear excuses!" He threw the changed up Maleficore at him. "I want to hear solutions. The next time you fight, it better end with your victory. Understand?" Sheave nodded, as Gule and High returned to the room.

Sombra turned to them, as Gule put the power-packs down and Sombra spotted the bad shape High was in. And then he saw how much energy the packs were holding. "What is this?"

"We would have gotten more," Gule growled as he turned to High. "But someone decided trying to beat the Riders was more important than keeping the machinery safe."

"You were fighting a Rider as well!" High growled.

"Yes! And I left you to keep an eye on the machines. If you wanted to beat the Rider so badly, you should have taken her outside like I did." High was about to argue, but Sombra spoke up first.

"You have been causing more problems than solutions lately!" He pointed at High. "Get your act together or else." High looked down in shame, as Sombra turned back to Sheave. "At least you were able to beat your opponents. But you had better prove yourself as well. Don't make the effort I put into that Maleficore wasted on you." With that, he left with the power-packs and his minions remained silent until he was gone.

Gule turned to Sheave. "Next time you face those humans. Destroy them. If you don't, Master Sombra will probably not bother keeping you around. And don't think I'll try and protect you and invoke the master's wrath. If he decides your fate, you're on your own."

Sheave frowned, as Gule left. As he did, he was suddenly remembering Flash's friends as well as his sister. People who would do anything for Flash, even if it put their lives in danger. Sheave wondered if Gule didn't care for him like they did.


Back at Corvyn's lab, Shining and Fleur were watching a rerun of the other's battle with Shifter.

"Yikes," Shining flinched when he saw Shifter unleash a bunch of energy that destroyed part of the school. "Ouch," he hissed. "That had to hurt." He turned to the others, "and now everyone's looking for Flash?"

They nodded. "He didn't show back up at the school," Twilight explained. "Everyone's worried the Mimics used the attack to grab him."

"Well..." Corvyn sighed. "At least we don't have to worry about him infiltrating anyplace he shouldn't. If he just showed up out of nowhere, it would come with too many questions. But we need to find a way to help Flash regain control, or destroy Sheave once and for all."

As he said that, a beeping caught everyone's attention.

"What's that?" Applejack asked, as Corvyn lead them over to the vault.

"Looks like my computers have finally cracked the code." He used his scanner to display the code, the man typing it into the safe and hoping it had what they needed. And soon enough, the vault door began to swing open. And as soon as it did, an energy like nothing they had ever felt before filled the air.

That energy was coming from an orbular object within the safe, which glowed with a rainbow of colours. "Is that..."

"Yes," Corvyn nodded. "A Beatucore." Everyone smiled, seeing the object had hoped would be in the safe. "With this, we might be able to negate the Maleficore's power."

"Good," Twilight nodded. "Because I think something's happening to Sheave." Everyone turned to her. "I can't be sure, but I think he's being affected by his connection to Flash. The feelings Flash has for his friends and family are being imprinted into Sheave."

"You think so?" Fleur asked.

"It's possible," Thorax nodded. "Maya once said she was being effected by our mom's feelings."

"Yeah," Pharynx nodded. "That's why she used us for her spawn's hosts. Because mom's care for us was leaking into her."

"Exactly," Twilight nodded. "But that Maleficore seems to be stopping whatever's happening from sticking. I know this is just a wild guess, but I think if we take it out those feelings will overwhelm him. Maybe enough for Flash to take back control."

"And even if it can't," Corvyn stated. "I might be able to program this new Mimicore to free Flash. But that's a big might." Everyone frowned, not liking all this uncertainty. But it was their best shot at saving Flash. They had to take it.


Within the Mimic Lair, High was stewing in her own failure.

She had disappointed her master once again. If she couldn't find a way to prove herself soon, she wouldn't be around much longer. But how? "Think. The only way to prove myself is to defeat those Kamen Riders. But how?"

It was then that she noticed something in front of her. She looked up and saw the power-packs, containing all the energy they had acquired. They were just sitting there, waiting for someone to use them. And High smiled, as she realised that someone was her.


Author's Note

Things are getting intense for our heroes. Now Flash has gone missing and High is going to do something stupid. Will our heroes be able to free Flash? Or will he remain Sheave's prisoner? Only time will tell.

AN

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