“You're all going to die down here”

The sun beat down on the four ponies as they trudged along a dirt track, the path leading them towards the distant marker on the pipbucks of Hero and Misty. Repaired barding and armor adorned three of the ponies, while the fourth was resplendent in half a power armor that had been polished to a bright sheen. The ghoulified stallion had arrived in the darkness of the pre-dawn morning and had steadfastly refused to inform his companions on how he had made his escape. Hero’s sensitive nose had been twitching with the scent of smoke, burned fur and scorched leathery flesh.

Heavily filled saddle packs were proof that the Praetor was a stallion of his word. Food, weapons, ammunition, medical supplies, and even a hefty supply of Emjay’s favorite filled the packs to the brim. Hero and Emjay kept the black leather barding that they had worn for their quest for the Roamish commander, with the delicate tan shirt of the changeling stored safely in the bottom of her pack. She had also made sure that her and Misty’s packs and were the ones to carry the bulk of Emjay’s plant material, with a small amount kept in Emjay’s bowler.
The Praetor was so pleased that he offered them the use of his personal slave. Tidbit, Hero, and Misty each politely declined, while Emjay’s depraved and violently phrased acceptance was over-ruled by her companions. The purple unicorn slave looked relieved until the Praetor insisted, as long as his slave was returned alive and still able to walk. Several hours later smug looking Emjay rejoined the group in the hospitality tent. As she casually brushed drying blood off Emjay’s fluffy coat Hero could feel the satisfaction and pleasure radiating from the bat pony, while Misty looked physically ill and refused to even acknowledge Emjay’s return.

In the new dawn, the laden group had left the Roamish camp. Not long after they left the encampment, they saw a dust cloud as a disciplined contingent of his soldiers marched out of the gate, down the path leading to the little-fortified town that Hero, Emjay, and Tidbit had visited the day before.

Hero led her little crew using the Eyes Forward Sparkle to scan for any hostile creature or pony, while the compass kept her on the path towards their goal. Emjay following closely behind wearing the black leather and metal raider barding that she had worn the previous day while Misty kept her distance from Emjay and following her Tidbit in his Powered Half Armor.

“I don’t like this,” Misty finally told the group, “You all went and killed an innocent pony who has done nothing to us at all.”

Emjay snickered, earning a death glare from the medical unicorn.
“Fuck you,” Emjay snarled.

Tidbit’s rough voice broke through before Misty could respond to the glowering gray ball of hate. “She was not an innocent pony.”
The three mares stopped and turned to the stallion. Misty’s face twisted in confusion, while Emjay and Hero kept their faces straight.
“It was a slaver town,” Tidbit said, voice level.

“So what?” The blue unicorn snarled at Tidbit. “The Praetor and his goons are slavers too, and murderers, and-”

“Yes, they are,” the mechanical gravely tones of the stallion interrupted, “But this camp, when we entered it, was far worse. They were Death Cultists and Foal slavers.”

“Wha?” Misty’s ears shot up straight as her mouth dropped. Emjay’s eyes widened as Hero tilted her head to the side, each one trying to process Tidbits words.

“As soon as we entered their camp, we saw them sacrificing a pony to a statue of Celestia, slitting him open from throat to tail, while he was alive.” Tidbit’s voice droned emotionlessly as Misty’s face turned pale. “We saw them herding fillies and colts into barb wire cages, to be sold to brothels. They were laughing at the crying of the young foals.”

Misty’s voice croaked “It can’t be true; no one is that cruel!” She spun around to face Hero. “It’s not true is it? Is that what it was really like? Are there really ponies who would sell foals?”

Hero looked at Tidbit standing behind the distraught Misty, the visible eye in his helmet pleading with Hero. After a long pause, she nodded at Misty.

“I..I..” Misty stammered, then looked down “I can’t believe they would do that.”

Hero’s eyes flicked towards Tidbit her face hard.

“We need to move,” Hero turned and started walking away, quickly followed by the bat pony.

Tears running down her muzzle the distraught battle medic unicorn followed, her head bowed and her ears flat against her head. The armored ghoul walked beside her. To his surprise, he felt her lean her weight against him, as she continued to silently weep.

Tidbit prayed to Celestia that Misty would never know about his lie.

*BLAM*

A puff of dust erupted in front of the feet of Hero.

“STAY WHERE YOU ARE,” a feminine voice echoed out from behind one of the boulders in the rocky desert plain.
Hero, Emjay Misty, and Tidbit froze in space, with ears twitching on the unarmored heads trying to find the source of the voice.
“Well, well, well,” a mocking male voice came out from another direction. “Seems we have some travelers through our territory.” A large powerfully built stallion stepped out from his cover to the right of the small group. His tan coat dusted with the red, desert sand. Spiked Pauldrons on his shoulders, old tires made up chest armor. To the right a green furred purple spiked maned mare stepped into view, a large caliber snipers rifle attached to a heavy battle saddle. A third pony came out from behind another large rock, this one supporting a large Steel ranger battle saddle with a rocket launcher crudely welded on it. A scar across his face slashed its way over his left eye, leaving it a ghoul like milky color, while the other one was a bright blue, in contrast to the rust red coat and messy purple mane.

“We just cannot have such a nice group of ponies-“the first stallion paused as he took in the form of the undisguised changeling “and whatever, just wandering around without an escort.”

A nicker from the earth pony mare. “Yeah, ‘escort’, for a fee.”

Tidbits voice growled, “We do not need an escort.”

“We must insist,” the stallion responded, his voice dripping with insincerity, “This is such a dangerous area to travel in.” He raised a rusted and battered shotgun up pointing its business end at the group. “You never know just who you are going to meet.”

Hero’s ears twitched as she turned her head towards Emjay. “Not honest, not good ponies”

“No shit,” Emjay growled.

“First, we must collect our ‘payment’,” the tan stallion said, gesturing with his shotgun. “Which is everything that you have.”
“No.” Hero’s buzzy voice was firm.

“No?” The stallion scratched at one of his tattered ears. “Well, see, that don’t work for us.” The mare with him giggled as her rifle swung around in her attempt to cover them all.

“We will take what you have, no matter if you give it to us, or we take it from your warm blood-soaked corpses,” the tan stallion said with a smirk.

“For fucks sake, let’s just kill the freaks,” the mare spat,

*BLAM*

The sniper rifle spat, the bullet disappearing behind the scrambling group.
Hero slammed her body behind one of the rocks surrounding them and drew out her revolver from her saddle bag, the augmented body of Tidbit crashed noisily behind another while the scrambling hooves of Misty flicked up dirt and stones as she raced to a third. Emjay’s wings flared out and she shot forward slamming her body into the unicorn mare. A blood-curdling shriek ripped from the hate filled batpony as she slammed her hooves onto the face and neck of the struggling rifle pony.

“Get this *thud* crazy *smack* thing off me,” she yelled to her friends

*BLAM BLAM BLAM*

Hero and Misty fired at the leader pony, their bullets embedding into the chest armor. The enemy stallion was thrust back with the impacts but smirked.

With a sigh, Misty entered SATS, and the world around her slowed to a crawl. Mentally she selected the head and neck of her opponent with three shots. The spell took control of her magic, and the gun moved slightly. *BLAM* The first shot skimmed across the stallion’s cheek. *BLAM* The second one punched into the eye, the eyeball exploding in a bloody spray but the bullet lodging itself in the socket. *BLAM* The final shot ripped into an exposed area of the throat, ripping through flesh and cartilage, and exiting out the back of the neck severing the spinal cord as vertebrae were shattered, sprayeimg out behind him in a shower of gore and bone shrapnel. The stallion collapsed in a heap of tan and blood red. As the world returned to normal speed for Misty, she ducked behind the rock again and vomited up her breakfast.

The battle saddle armed stallion turned and shot a missile at Emjay as she continued to beat the head and face of the mare, the metal claws on the gray fluffed hoof digging deep gouges into soft face flesh as the bloodied mare screamed and tried to force the bat mare off her.
Emjay saw the missile launch off the saddle and leaped into the air, buffeted by the passing metal projectile passed under her. Wings flapped keeping her above her prey till she folded them against her body and plummeted down. Bones in the unicorn’s chest cracked with a sickening crunch as the furious ball of hate landed with all four hooves onto the semi-conscious unicorn.

Hero shot from her place of hiding, gun still in her levitation field as she buzzed furiously at the surviving stallion. The gun barked and spat hot metal, leaving bullet marks on the battle saddle. Tidbit stepped around his own rock and pointed his weapons towards the stallion, as Hero buzzed its head.

*BLAM BLAM*

The two high-powered guns roared; one bullet shattering the stallion’s rump and the other one penetrating the armored missile magazine striking one of the stored missiles in its unstable warhead.

The magazine exploded.

Meat rained down around where the missile pony once stood. Oblivious to the fallout, Emjay continued her extended assault on the mare, her head now a barely reconcilable mass of blood and hoof prints.

Wiping vomit from her muzzle with one hoof, Misty cantered up to the screeching and punching and clawing batpony. Then taking a cue from the changeling, she reached out one of her hooves and booped Emjay gently on the snout.
The resulting squeal from Emjay could have shattered glass windows, had there been any buildings in the area. In a gray blur, Misty suddenly found herself on her back, as the fluffy gray batpony screamed at her and lifted her fore hoof high.

Pain bloomed in Misty’s face as the furious batpony’s hoof smashed into the medic’s eye.
A black hoof suddenly filled both Misty’s and Emjay’s vision, and gently tapped on Emjay’s snout. Emjay sat back, still on top of Misty’s belly and covered her snout with her hooves. She shot Hero a glare. “Stop doing that!” Emjay screeched.

Hero looked at the batpony. “We will not”, she said simply. The changeling turned around and started sniffing around the explosively dissected remains of the missile stallion.

“That” began Tidbit “was surprisingly easy”.

Hero shrugged as she flipped over a scrap of metal that was once part of a battle saddle’s loading mechanism.
“Says you,” Misty groused as she got off the ground and shot a glare at Emjay. One of the unicorn’s eyes was swollen shut from the well-placed hoof punch. She pulled a minor healing potion from her saddle pack and drank it down, the taste burning down her throat. Within moments, she could feel the swelling around her eye and bruises on her snout and neck begin to heal.

Barbed wire topped a tall rusted chain-link fence in the middle of the desert. Holes in the metal mesh showed where other ponies had probably been before, while rusted metal signs dangled from wires crudely twisted onto the fence.
“Restricted Area, No Trespassing beyond this point, Ministry of Peace installation, use of lethal force authorized” Tidbit read aloud. “The ministry mare must have been very serious about protecting this place. I think that she was the Element of Kindness”

“Who?” Misty’s face screwed up in thought. “Oh, I remember learning about her in History class. Fluttershy wasn’t it?”

Tidbit shrugged as he inspected one of the holes in the fence line. “Dunno was a few hundred years ago, but that sounds about right. I think she was a model, or a vet, or something like that.”

Leather sounds filled the air as the batpony flapped her wings and flew over the fence landing on the other side of the hole, and poked her head through back to the rest of the group. “Are we here to talk about some dumb pony that’s been dead for ages, or are we going to do this?” she groused, before turning and walking away.

The silent Hero trotted through the gap and followed Emjay. Tidbit and Misty shared a glance before the unicorn slipped her own way, though. The ghoul rolled his rheumy eye, ducked his head and pushed his bulk into the hole in the wire. His armor caught the ends of the fence wires. With several thrusts, he wrestled his bulk to the other side of the fence. Grumbling he cantered and caught up with the mares.
“Glad you could join us” Misty smirked at the muttering ghoul as he came up beside her.

Tidbit kept muttering to himself as he trudged along with her.

Misty turned her head to the ghoul stallion. “I know I am doing this quest to help Serenity, Hero is here because I don’t think she has anything else to do, PsychoBat is here cos she is following Hero, but why did you decide to come?”

Tidbit was silent as he remembered the words of the purple alicorn who had practically teased him about knowing that he would be joining the mares in the quest.

A touch of red graced the blue unicorn’s cheeks, “uh I thought perhaps...” her voice faded out.

“What?”

“Nothing!” the red in the mare’s cheeks grew into a burning blush, and she trotted off ahead of the stallion.

Tidbit watched as she moved away from him. “Mares” he muttered to himself.

Hero was silent as she walked beside the equally silent Emjay, the sound changeling hoof and the metal-clawed clad batpony hoof crunching on the red dirt the only sound the pair of them made.

“Hello, Girls!”

Emjay squawked and shot up in the air, her leathery wings flapping as Misty came up behind them. Misty’s face pasted with a big fake toothy grin. Hero stopped and looked up at the flapping batpony then at the plastically grinning unicorn. She could feel anger and surprise from the gray fluffy flapping pony, which she expected, but the unicorn seemed to be, something else.

“We see you smiling, but Hero wants to know why you are not happy.”

“What? I’m happy, I’ve not just about made a fool of myself, happy happy happy!” Misty’s voice seemed strained.
A thud signaled that Emjay had landed just ahead of them. She rolled her eyes and frowned at the unicorn. The bullets slammed into her armored side and tore through the wing’s membrane and shattered bone. The batpony dropped.

“Look out!” Tidbit came charging up to the mares, the muzzle of his gun spitting flame and bullets. More bullets from the unseen shooter smashed into the ground behind him. Hero turned towards the stallion as she pulled her small revolver from her saddle pack, floating it in a green magic field, as Misty enveloped the batpony in a similar blue field and dragged her away. Strobing muzzle flashes revealed the presence of an auto turret hidden between a pair of large rocks. Tidbits gun roared again sending its down large bullets into the turrets metal shell. The smaller slugs from Hero’s gun sparked off its armor. The turret swung slightly and sent a torrent of metal rain back at the pair. Hero squealed as she felt three bullets slam into her armored barding, and a fourth missing the tacked on a metal plate and shatter the carapace on her chest. Blood sprayed out from the wound and Hero collapsed to the ground.

BLAM! Tidbits weapon barked again and the turrets armor failed. Metal shards and black smoke followed a bright flash as the turret died. Ripping his helmet off, Tidbit grabbed the fallen Hero by her stubby tail in his teeth and dragged her over to where Misty was fussing over the wounded Bat pony. Blood left a dark trail on the drag marks from the wounded changeling.

Misty kept muttering to herself as she wrapped the shattered wing of the bat pony with magical medical bandages, and bound the wing to Emjay’s body. Blue bands of magic were holding the squirming and swearing fluffy ball of hate to the ground.

Hero groaned in her buzzy voice as Tidbit dropped her tail.

“What the hell are you doing?” Misty looked up at the half armored ghoul as she finished tucking a bandage end. Released from the magic bindings, Emjay shot to her feet and snarled at the medic.

“I didn’t need your fucking help” she screeched.

“Shut up!” Misty turned her gaze to the furious batpony. “And you are welcome. Now sit down and let me fix Hero.” The steel edge to her voice bypassed Emjay’s brain and went right to her back legs, which promptly folded and sat her butt on the ground with a sudden bump.
“As for YOU,” she snarled at Tidbit, “Why the fuck did you move her, let alone DRAG her here!” Misty gently turned the changeling over with her magic and opened the front of the barding exposing shattered carapace. “Look at this, you have gotten dirt and shit into her wound!” Taking a canteen in her magic she poured some water over the wound washing away the blood and debris.

“I just thought-“

“You just thought? Next time don't think, Let me deal with the wounded!”

Tidbit backed away from the angry unicorn as she started working on Hero’s chest. A thin tendril of magic came out of her horn to the ugly hole. Hero arched her back and screeched. Emjay growled at Misty as Hero screamed in pain but kept still. The bullet slowly emerged out of the wound wrapped in the unicorn’s magical aura. Dropping the bullet to the ground Misty quickly took more healing bandages and wrapped the changeling’s chest.

Panting, Hero started to relax as Misty worked quickly. A vial was levitated in front of Hero’s muzzle and its contents poured down her throat. A similar vial drifted to the batpony.

“Drink it” Misty ordered.

With a scowl, Emjay grabbed the vial in her mouth, threw her head back and swallowed the liquid inside. Smirking she spat the vial at Misty.
Grunting lightly Hero started to get back upright until a light blue hoof pressed down on her belly.
“No, you need to rest, we all do,” Misty told the changeling. “You and Emjay get some sleep, let the bandages and potions do their job.” Misty shot a sideways glance at Emjay. “I am sure you won’t mind sleeping with Hero.”

Emjay’s eyes became heavy and her head nodded as the sleeping draught that Misty had given her took effect. Hero’s eyes closed as she rested her head between her forelegs. Very soon the pair were snoring gently.
Misty soon joined them as Tidbit stood watch over them.

The sun peeked between holes in dark gray clouds. A chill wind blew over the slowly rousing bodies of three mares. Misty shivered slightly before yawning and slowly getting onto her hooves. Blinking the sand of sleep out of her eyes, she walked over to where Hero and Emjay had ended up in a black and gray and white pile.

“Ever thought about just arranging them in embarrassing poses while they sleep?” Tidbit chuckled softly.

Smirking, the unicorn looked down at the pile of fuzzy limbs, chitin, and snores. “We don’t have to do anything; they do it themselves.”
Gently she started to move the pair apart with magic and soft nudges and pushes with her hoof and face. With practiced ease, she cut away at the bandages around Emjay’s barrel and let the dark gray wings fall free. She quickly inspected the shot wing and tested its movement. There was a snort as the still drugged batpony started to stir.

“uh, you want to finish with her” Tidbit warned fearing the worst.

Misty nodded not wanting to get attacked again by the unstable ponybat. Gingerly she released the wing and turned her attention to her strange changeling friend.

Gently she cut away at the bandages around Hero’s chest and noted with satisfaction that the healing potion and bandages had mostly closed up the shattered shell. Blue orbs looked up at her as she poked gently at the wound.

“Hero is feeling better” the changeling buzzed calmly. “How is Emjay?”

Misty stepped back “She will be fine,” Misty let her know,” and can you try to say ‘I’ for once?”

“We will try.”

Misty rolled her eyes. “You’re doing it on purpose”, she growled.

Hero slowly got up off the ground and looked around at the group. Emjay gnawing on a ration bar, Misty drinking from a canteen and Tidbit putting his helmet on. She took a paper-wrapped bar out and bit into it, still not removing the paper first and started to chew on the tough bar.

“We need to get going,” she said with her mouth full. Around her, the others nodded agreement.
Packs back on backs, and with Misty still fussing around Hero and the reluctantly tolerant Emjay, they started down the track.
Small puffs of dust rising from their hooves marking their progress towards the marks on the compasses of Hero and Misty’s EFS.

A Brisk wind blew the dust into pony faces, three sets of ears were splayed back, one bowler hat was being grasped firmly in fanged mouth, and tears streamed down the faces of the living as their eyes fought against the grit being blown into them.
“Fuck fuck fuck” muttered Emjay, who promptly slammed her mouth shut to avoid losing her hat. Misty murfed her agreement.
“Fuck” the changeling echoed loudly, then choked on the billowing dirt.

Tidbit chuckled as he watched the mares struggling. “Joys of being a ghoul. I only breathe, when I need to talk, and even then this helmet, has a rebreather.” The mechanical distortion of the voice modulator did nothing to hide the amusement Tidbit felt about the suffering of his living friends.

A tall wall loomed out of the dust, which, blinded by dirt in her eyes, Hero walked into. Her squawk of surprise alerted the rest of the group, two of whom lined up guns, and the third held her forehoof claws ready.

“Ow,” Hero rubbed her forehead.

Misty checked her eyes forward sparkle and lowered her weapon. “I think we are here.”

Keeping in the shelter of the wall from the wind and grit, Hero’s voice rang out, “We are always here. Here is where we always are”
Everypony looked at her. Tidbit groaned, Misty face-hooved, and Emjay muttered.

“Bad joke is bad and you should feel bad,” Tidbit told the changeling.

“Joke?”

Several hours had passed before the wind had died down. The sun’s rays from the west bathed everything in a golden hue. Tidbit drew himself up and moved to take in the sight of the building they had found. Concrete walls covered in red dust with dark scratched windows provided protection for whatever was to be found inside. The group, led by Hero walked the wall looking for a way in. Turning a corner Misty stumbled over the skeletal remains of a pony, the bones bleached white and the hornless skull shattered by bullet holes. More ancient bones showed the massacre that had happened. Steps leading to a glass door were covered with more bones, remains of books, and the torn remains of robes.

Hero’s eyes forward sparkle flared a red marker in front of her as an auto turret popped out from the eve in front of the door. The group scattered with shouts as the barrels tried to track them all.

The sound of automatic gunfire failed to fill the air. Instead, the turret clicked.

“It’s empty” Misty smiled in relief, “I think sometimes the Goddess loves us.”

Tidbit noticed a faded yellow sign with pink and blue butterflies and pink writing “Ministry of Peace” Misty read aloud “Research and Development”. She shrugged “What did they research? How to win wars with warm hugs?” She smirked.

“Whatever it was,” Tidbit replied, “They had it in the middle of nowhere and protected with weapons, which did all this.” He gestured at the bones of the dead. “AND your friend wants something from here, so I am guessing they did more than just the snuggle quotient of peace.”
Hero tapped at the dark grime covered glass of the door with her hoof. It gave the dull thud. A brief blur of movement caught her eye ad she pressed her face against the glass to see what it was. A few moments passed with nothing else and she looked back at her friends, who were watching her with various amounts of confusion. Hero chirped and shrugged at them then trotted along the side of the building looking up at the walls. Experience in the wasteland, even as a mindless loveless creature was still imprinted on her brain as she searched for a way into the building. A small crack in the wall that could be exploited, a door left unlocked or a…

Hero buzzed her wings and took off up the wall to the first floor, to an open window. “We will get in and open the door.” A flip of her wings and she disappeared inside the dark featureless building.

“They left a window open?” Misty questioned the sanity of the previous occupants.

There was a leathery flap of wings as Emjay took off and ducked into the window herself.

“Welp. The joy of having wings I guess.” Tidbit mumbled. The pair walked back to the main doors and it’s still clicking turret. “So,” Tidbit turned to the warrior medic unicorn mare, “What were you trying to tell me before.”

“What?” Misty ears perked up and she frowned, “What are you talking about-“realization dawned and her ears folded back. “Oh that, um-“.

Can you bring me a glass of water Rainbow Bright? I am feeling quite parched. Oh, we can wait a few minutes. Now keep your voices down please and we will continue soon. Ah! Thank you, Rainbow Bright. This is most refreshing.
Would you all like me to continue? Yes? Well please sit still now, and let me continue.

Emjay sneezed loudly in the dusty air. Piles of red dirt blown in the window formed small mounds against the utilitarian walls and on a warped wooden desk. The remains of a terminal lay on the ground and the molding remains of books festered on the sagging bookshelf behind the door. Fresh hoofprints in the dust showed where the changeling had gone so the bat pony followed the prints out the door and into the hallway. Many other doors lined the hallway, each one shut against the oppressive dust and heavy stench of the air. Ahead of her, she could see the figure of the bug pony looking down over a ledge. She trotted briskly up and stood beside Hero and looked down with her. A large atrium to ground level with a reception desk, some molding sofas, a tipped over water cooler with a smashed tank, and bones. A lot of bones of ponies who had died hundreds of years before.

With a flip of her insectile wings, Hero zipped off the walkway and down to the ground. Puffs of pale dust erupted from her hooves as she landed. Emjay followed quickly behind her and back winged blowing up gusts of dust all over Hero.

Hero sneezed and glared briefly at the batpony, who gave a sneering grin. Then together they walked up to the grime covered doors. A quick glance showed Hero the sliding bolts that had held the door closed were now rusted through. Her horn lit up in its green light and a levitation aura surrounded the fragile metal. She pulled and the metal broke easily. Emjay slipped one of her metal hoof claws into the crack between the doors and tried to lever it open. Panting and straining, her fighters’ muscles bulged and strained. Screeching with anguished protest one of the glass panels started to move. Light entered into the atrium for the first time in many years, illuminating the pink and yellow stone of the floor, and the gray and white bones of the ponies of long ago. Hero and Emjay pressed their weight against the door, sliding it more open as Misty and Tidbit watched. A blush on Misty’s face fading, while Tidbit seemed to be overly interested in the door. Panting Hero stepped back. The bat pony kept pushing on the door till a chitinous mouth grasped her tail and gave it a gentle tug.
“Wow,” Misty whispered as she and Tidbit entered the atrium.

Tidbit looked around silently until he looked up at the reception test. Pink and yellow marble made a wall behind it, with words carved into the stone.

“Ministry of Peace, Area 51. ‘Si vis Pacem, para Bellum’.” The stallion read the inscription aloud.

“I know that motto” Misty looked smug “It was the motto of our school in the stable. It’s Equis, It means-“

“Those who desire peace must prepare for war”, Tidbit intoned. “Fluttershy was a mare of peace, and pacifism, I cannot believe she would have that as a motto.” His gravelly voice darkened.

Hero wandered away from the group towards an open door leading into an abandoned office. A moldy carpet leads to a sagging wooden desk. Sniffing, Hero started nosing under it to see if she could find anything useful. Her ears started twitching again as a buzzing sound started in her ears again. She stopped to scratch at her ears briefly until she noticed the eyes of the batpony were watching her from the doorway. Putting her fore hooves back on the ground she continued her search A skeleton of an earth pony was propped up on the chair in front of an ancient terminal. A tiny green cursor blinked on the black screen.

“Hero has seen these before, but has never worked what they are” she called over to the group.

Misty and Tidbit appeared in the doorway, a snarling Emjay finding herself crowded out, and pushed into the room. Misty noticed some light glowing from the back of the terminal screen.

“It works?” Misty asked.

Hero shrugged. “This one has a green blinky thing on the black thing,” she told the unicorn.

Misty rushed around the large desk and bumped the chair. The bones clattered to the ground in a heap.

“I don’t know if I can hack it, but,” she pressed one of the buttons on the keyboard. The screen lit up and text scrolled as the computer rebooted itself. She pulled an attachment from her pipbuck with her teeth and plugged it into a socket on the terminals side. The pipbuck started scrolling the same text as the booting computer. There was a ding, and the computer cleared its screen.

“But sometimes they don’t need to be hacked,” Misty said disbelievingly as it automatically logged into the network.
The screen flashed and more text scrolled down.

Welcome to Ministry of Peace Area 51 Secure Network.
StableTec Technologies ™ Networking Services
Secure Network Access Granted
[Memo from Facility Manager]
[Experiment AK427198 progress report]
[Experiment JZ543004 progress report]
[Experiment XX00000 progress report]
[Experiment VQ9475- DATA CORRUPTED]

[Candy Floss lunch party invite]

“Whoever did the security on this should be fired” Tidbit groused.

Misty moved the cursor over the first entry. The computer cleared the screen and scrolled a new page

All personnel is reminded that this is a covert research
center and as such they will maintain strict secrecy.
Our research is of utmost importance to the war effort
and the Ministry Mare’s desire for peace.
To this end, we will continue our research to create the
tools that our soldiers, politicians, civilians,
and ministries need to bring this war to a quick end and
minimize all loss of life.

As the nature of our research is both top secret and
of a nature that most ponies may find objectionable it
is important that none of our secrets or even our existence
be revealed to the public at large, or, especially to the
Ministry Mare. She must have complete Plausible
Deniability.

Report all violations to the local security office, who will
then inform the resident Ministry of Morale officer.

Thank you all for your time, effort and patience.

Basket Case,

Facility Director.

“Well that was interesting,” Tidbit said after Misty finished reading the memo out loud. “A ministry hub without the knowledge of the Ministry Mare, and doing less than ethical projects. No wonder they had it all the way out here.”

“I don’t think I want to know what the Ministry of Morale was” Misty commented.

“No, you don’t” Tidbit agreed

Hero watched the pair talk, while Emjay groomed herself with the sharp steel claws. Minor nicks in her flesh bleed slightly causing a very slight red tinge to her gray coat.

“Let’s check what these projects are,” Misty said before selecting the second item on the screen

Experiment AK427198 progress report
I have no idea why they have me doing these reports,
as nothing has changed since my last report.
The subjects have not been able to fully absorb the
magical by-products of the Ministry of Magic’s experiments
At this time, we have been working on using cockatrices
to see if we can create a biological weapon that would
be able to turn enemy soldiers to stone, but, that it would
wear off after a few hours so that our soldiers could take
them, prisoner, safely and protect both our soldiers and
the enemy combatants. At this time, the cockatrices have
simply grown tumors and died horribly. One of them
exploded in front of poor Pepper Pott. Unfortunately,
the magical flash from the explosion turned her into
stone, and with the cockatrice dead, we have no way

to return her to normal.

“They must have been nuts” the incredulous Tidbit spat.

Misty opened the next entry on the computer. “Well one of these should help us find the matrix that Serenity is looking for”
The screen flashed as text scrolled up the screen.

[Experiment JZ543004 progress report]
Fuck off, this project is fucked, and there is no fucking

way I am going to keep doing this fucking thing. FUCKIT

No one spoke after Misty finished reading the entry.
She clicked on the next entry

Experiment XX00000 progress report
SUCCESS!
We have finally been able to cast, direct and detonate
the carrier Mega spell over the target area with minimal magic
radiation fallout! Soon we will be able to load a massive
healing spell matrix into the carrier spell and be able to
detonate above a battleground and instantly heal all
combatants that have any life in them.

Earlier detonations were not as successful as they would
irradiate the ground and any patients in the blast zone.
We lost many good ponies in the early experiments.
The Ministry Mare should be pleased with our work we hope

Dr. J. Oppenhorser

Tidbit looked wide eye at Misty as she finished the entry. “We created the Mega Spells?” he gasped.

Wordlessly she nodded then clicked the final experiments entry.

Experiment VQ9475- DATA CORRUPTED
Fyh2SE1V1XroNB92ag70[]
No viable success C4nJotTXX
eD4O1qZ0VQlQWQJjTeHW
implantation into troops aDQ4iNr5fiMIi
pxX0 to create a neural Hive Mind for comunNeByUore2

1lo8GBNrkmJDEb565Ip2B68AocNjT9hBIjkKqQry

Mw ubject is not willing to assist

C0VWKBnhvXWHtJmn1CKNChIF7G3kz04S2sQz79ei
Cy5M ossible insanity without any cause

DshgrxsEY3htAPkov
mRqYx3

violent mood swings

ixmaj8zjUjnh2n4vLFKg
KEk8jpMJ3NcpvdNExOlzJD0CFd54WExI8ovU5ZRi

There is no viable alternative zl5aEvH
71vvOpeWz6Hsc SQIhMCcu
Termination of Project
zKyOwvs3cQkt4T234aUSv

HjnlPN
ordered to contain subject for termination

CjYEK9CBilH9ZKWMkuUCIh3wMaKlF9SjrlHmFTjn
9T3S9QOO5lA2l5tW9rMX

Housing in the lower secured storage until such time

VotHirznyUHxoaQukuLSEdgoxTrM4cxpmtGVnRcj
63CkWPvGIWreUMMbaxe
Hivemind matrix
XX0mu avWEoH1r

“I think that’s it?” Misty jabbed her hoof at the screen. “I mean, it’s a bit jumbled, but It did say hive-mind, and I know that’s what Serenity is looking for.”

Hero looked at the screen blankly then at Misty. “Serenity said we have a hivemind, what did she mean?”

“I think it’s how change-“

The terminal melted violently into a burning green sludge.

Hero Tidbit and Hero leaped aside in a moment of military or wasteland experience, while Emjay sprang forward towards the shambling bulk bearing down on them.

“Grrrrrraaaaaaaaawwww” came from a speaker on the metal abominations body. A cracked clear dome housed a rotting gray brain with a single blinded eye embedded in its prefrontal lobe floating in murky fluid. It was resting on what looked like a basic imitation of a very muscular pony’s body, but instead of four legs, large caterpillar tracks rumbled on the marble. Large energy weapons jutted out from the sides of the robot’s body, the tips of them glowing in a sickly green. It ignored the batpony that landed on its back and continued to trundle into the room, guttural moans and groans coming out of its vocalizer.

Tidbit tipped over the desk as a makeshift barricade scattering the still-glowing ashes of the former terminal on the floor. Misty’s horn flared as she grabbed the scrabbling Emjay from the robots back and dragged her screeching behind the barricade.

A green aura covered revolver popped out from the side of the table and fired.

FOOM! FOOM!

Sparks flew from where the bullets bounced harmlessly from the thick tank-like armor.

KRAKOW! The roar of Tidbits heavy gun reverberated in the confined room, deafening all the living. Emjay screeched as blood started oozing out of her ears, Misty and Hero fell to the ground covering their own ears in their hooves. The Brainbots armor blasted off, exposing the delicate wiring and mechanics underneath.

“GWARRR” the mechanical nightmare trundled around pointing its magical energy weapons towards the armored Ghoul.

Misty got back to her hooves and pulled out a rifle from her kit. She slipped into the slow motion world of SATS. As the spell slowed time down for her, she directed it to target three shots to her target. Her stomach lurched as time started to return to normal, and SATS took control of her levitation magic and moved the gun slightly in her grip.

CRACK! The first round glanced off the cracked dome of the brain case. CRACK! The second round smashed itself into one of the cracks, sending tendrils of new cracks in a spider web of failing ballistic plastic.

The spell seemed to double down on itself, and Misty could almost feel like she was being drawn along the path of the next bullet, as it left her weapon and traveled almost instantaneously towards the robot. The bullet shattered the failing brain case, then started tumbling in the air with shards of thick hard plastics, passing through the dead eye and into the rotting brain tissue, passing out of the brain stem.
The world resumed its normal time, and Misty threw up.

The now vomit coated batpony with painfully ringing ears looked shocked at the unicorn. There was a moment of silence.
“MOTHERFUCKER!” Grey Fury launched at Nauseated Blue before being caught in the green aura of Impassive Black, while Dead and Armored grabbed Misty and dragged her out of range.

A black hoof reached up.

Boop

An anguished cry from the bat pony then silence as she held her nose in her fore hooves and glared daggers at Hero who lowered her to the ground, then started scraping Misty’s former food off Emjay’s fluff.

Misty looked abashed while Emjay glared at her.

“So what was that?” Misty asked.

“Brainbot, a pony’s brain in a robot. But these ones… had gone feral ghoul” Tidbit explained.

“GWAAAAARRR”

The sound of another brainbot crying out sent the group though the door and back into the atrium. Hero looked around, her ears swiveling around. “Follow Hero!” she gestured the rest and trotted towards the back of open area towards some doors. “We go this way, away from those things” she pushed the door open and lead them through.

Grey concrete walls were a start contrast to the pretty marble and decorations of the rooms they had just left. A basic stairwell spiraled downwards, with landings for different floors that had been build deep into the building. Tidbit looked over the rail into the depths of the stairwell that descended into darkness. The winged ponies shared a glance and a grin, imagining the non-flying ponies walking down the stairs, while they would be able to effortlessly fly down.

A small glowing arrow button attracted Misty’s attention. It was beside a darkened steel door. She pressed the button. There was a rumble as hidden machinery started up. Thirty seconds passed and the noise stopped. Something dinged above the door, and the door opened. A small room with metal walls waited for them.

“Well that’s a relief,” Tidbit said, “I was not looking forward to walking down those stairs”. Beside him, Misty nodded and entered the elevator.
“We will take the elevator down, and you two can use your wings. We are going to go to the bottom level.”

She pressed a button and the door closed. The rumbling started again leaving the changeling and the bat pony alone.

“What is going on?” Emjay asked. “Screw it, I need a smoke”. She sat down, took off her hat, and fished out one of her strange smelling cylinders, stuck one end in her mouth and lit the other end with a flint and her steel claw.

Hero sat down with her and waited.

Tinny music played weakly as the elevator car rattled as it descended. Misty and Tidbit stood together side by side staring at the door.
“Did you mean it?” Tidbit’s voice came through the helmet's speaker.

Misty kept her eyes on the door. “Mean what?”

“What you said outside, when Hero and Emjay were getting the door for us”

The air filled with tension as Misty turned her head to the ground, her ears folding back.
“I think. ye-“

The elevator car screeched and shuddered violently, throwing the unicorn to the floor before it slammed to a stop. The light flickered briefly then cut out plunging the metal box into darkness.

“Fuck!”

Narcotic smoke escaped from the nose of the batpony as she stared at the wall. “I needed that so bad” she murmured. She pinched the ember out between her wing claws and tucked it back in her hat.

Behind her, the changeling paced back and forward, her ears twitching spastically. “Buzzing, buzzing again” she murmured to herself. Emjay’s ears rotated backward as she heard the babbling bug pony.

“Aren’t we going somewhere?” she asked loudly.

The sudden raised voice shocked Hero back into the here and now. “Hero has to fly down?” the buzzy voice queried. She shook her head violently again. Straightening up her shoulders, she trotted to the banister. Her wings buzzed and lifted her off the ground and over the deep abyss of the stairwell. A shadow fell over Hero as the leathery-winged bat pony joined her. Hero nodded to Emjay and started her decent, the buzzing insectile wings letting her descend in place. Circling around her, Emjay glided her way down, casually flapping her wings to keep pace with the changeling. Darkness enveloped them, broken only by the green glow of the screens of the pipbucks on the pairs legs, and the glowing blue eyes of the changeling.

A high pitched squeak startled Hero, her wings faltered and she fell some feet before her wings caught the ear and started buzzing again. She swung her head around trying to find the source just as another pinging squeak filled her senses. Her eyes, adapted to the near perfect darkness saw the gliding bat pony’s fluffy tufted ears swiveling and fuzzy muzzle opening again just as another high pitched pinging squeak sound filled Hero’s sensitive ears. The squeak reached right into the bug pony’s brain overwhelming a part of it.

“The buzzing, Its stopped!” Hero sounded delighted.

“Eh?” The distracted bat pony back winged. She turned her head and shot a ping of sound towards the dark bugpony. The sound felt to Hero like her brain was being flushed clean.

“Why are you squeaking like that” Hero asked Emjay.

“In the dark, I can’t see with my eyes, but I can see with my ears when I ping.” Emjay shrugged “My trainer said it was ‘Echo-lo-something’. I ping, and listen for the pongs”

“We like it.” Hero smiled, the broken fang flashing green in the pale light from the pipbucks screen.

Hero kept hovering in place, open her mouth wide

“CHURRRRRRRRRRP”

Her ears swiveled like she had seen Emjay’s. The sound bounced back in an echo, but that’s all it was. No ideas of where the walls were, just the sound of her own churp reverberating up and down the shaft.

“Hero cannot do it” the black figure’s head slumped a bit.

Another ping of sound from the bat pony washed over Hero, then she felt the leathery wings brushing against her buzzing ones gently as Emjay moved softly next to Hero. “You are not a bat pony.” The soft words from Emjay gave Hero an idea. She buzzed to the side, then a flash of green fire raced along her figure. Hero fell a dozen feet as her body changed in mid-air until she started flapping new wings. Emjay, shocked, dived down to where Hero was now back winging with leathery bat pony wings, sporting bat pony fuzz and bat pony ears. An exact copy of Emjay.

Bat-Hero opened her mouth and…

“CHURRRRRRP”

Her ears swirled around catching the returning sound. Disappointment crossed the fuzzy features of Bat-Hero. “It didn’t work”
Emjay groaned. “You are NOT a batpony” she hissed.

The green fire flared again and Hero dropped another dozen feet before her body reformed back into the familiar armor barding wearing black shelled changeling. Wings buzzed as she caught the air and returned to hovering. In the darkness, the pings from the bat pony echoed off the walls as she circled down to Hero. Then without a word being said they continued the descent into darkness.

Keep coming to us

“You are a big strong stallion! Why can’t you just wrench the doors open?” Misty’s petulant voice echoed in the metal box of the elevator car.
Servo motors in the armor whined as Tidbit struggled to pry the doors open. A stream of light shone through a small crack as the groaning metal doors reluctantly parted.

“I’m doing the best I can, and don’t be sexist” Tidbit muttered. With a final screech of parting steel, the doors slid open revealing collapsing metal beams and sputtering wires. A gap near the floor level dropped into darkness. Misty stuck her head through and looked around.
“I can see... um… a floor? I think.” She tapped at the pipbuck on her leg, then stuck it through the gap and looked through again. Green light reflected back at her. “It looks solid enough” She wiggled, though, the gap and dropped onto her hooves to the ground below. The armored head of the ghoul looked through the gap. “Nope,” the gravelly voice came from the suits speakers.

Concrete and steel shuttered as the power armor enhanced hooves slammed on the rubble. Concrete chips rained down onto the floor and dust filled the air. Misty coughed and sneezed as the dust went up to her nose. The floor shook as metal and ghoul crashed through the hole, out of the elevator and onto the floor. Tidbit’s helmet lamp flared into life as he picked himself up from the mess he had created. Slowly the stallion moved onto the landing of the stairwell.

“I guess we have to use the stairs,” he said in a conversational tone. Concrete dust crunched under his hooves until he reached the first step. “Or we find another way down.” Metal bars jutted out of broken concrete where the stairs used to be. The light on his helmet shining on the shattered rubble on the next landing. Misty came up beside him and looked. Both ponies turned their backs on the hole and made their way to the door beside the elevator. The door pushed open easily revealing inky darkness of the room. A cone of light from the power armors light shone on dusty desks and dead terminals. Molding piles of papers and folders littered the desks and floors. Tidbit swung the lamp about until a flash of metal attracted his attention. He focused his helmet’s lamp on it. Light glinted on metal peeking out from corrosion that the cautiously approaching Tidbit found to be a power armor hind leg.

“I think…” Tidbit started, as he moved around to where the leg lay, “I can do something with this”

“Aw come on! We have to get to the bottom of this goddess forsaken place, get that matrix, and get out of here, not buck around with some junk!”

Tidbit ignored the ranting unicorn. He reached the leg and looked behind the desk that hid the rest.

“ITS AN ENTIRE LOWER HALF!” Tidbit’s unarmored back legs did a jig of joy.

“LETS MAKE SURE WE YELL LOUD ENOUGH FOR THE ZOMBIE ROBOTS HEAR US!” Misty’s voice joined Tidbits shout.

Grunting, Tidbit dragged the armor from behind the desk. Light corrosion speckled the metal legs and back, leading to a twisted sheared and crushed front.

“This won’t take long” the excited stallion gushed as he looked over his prize.

Misty took a closer look at the front end of the armor, seeing twisted metal embedded in crushed bone, where once a pony, a soldier, had been slaughtered, rent, crushed and ripped apart.

“I-I think I would rather know what caused that damage, in a place like this.” She looked around at the undisturbed desks and terminals “yet didn’t damage anything else”

The plates for Tidbits power armor shifted and opened as Tidbit eased himself out of the armors harness. He cast a disdainful glare at the patchy leather that covered the harnesses rear legs, rump, and belly. Misty’s magic flared as she pulled a semiautomatic sidearm from her pack, a present from the Roamish Leader when he returned their equipment and provisioned them. The leering fat stallion still gave Misty the willies, his polite and gentle personality belying his love of cruelty, debauchery, and death. She kept the gun ready in her levitation field as she brought up her EFS and turned herself around, watching the compass for any red markers of hostile creatures, or worse. Misty sighed relieved as she saw it was all clear. She placed the gun on the desk next to her, noticing that the terminal there was also still powered. Hearing nothing but the mutterings of the ghoul as he worked on his little project, she pressed a key on the keyboard and saw the screen light up.

Welcome to Ministry of Peace Area 51 Secure Network.
StableTec Technologies ™ Networking Services
Secure Network Access Granted
[Memo from Facility Manager]
[Experiment AK427198 progress report]
[Experiment JZ543004 progress report]
[Experiment XX00000 progress report]
[Experiment VQ9475- DATA CORRUPTED]

[Candy Floss lunch party invite]

Marveling at the lack of security, she navigated down to the last entry and brought it up. Then began to read.

Hooves landed gently in the dark at the bottom of the stairwell. Insect wings buzzed briefly then folded against the back of the changeling. The batpony’s leathery wings whispered and rustled as she landed gently. Hero’s featureless eyes spied a metal door set into the concrete wall. Hero lifted her pipbuck leg and tapped at one of the buttons. The screen lit up, filling the darkness with a sickly green. The pair slowly walked towards the door, hoof blades on Emjay’s front right hoof clicking on the ground, and Hero’s revolver suspended in her green magic aura. A sensor beeped and the door shuddered. Her ears started twitching again as she could feel buzzing starting up in her brain.

Come to us

“This is, um, a restricted area. Please do not enter if you are not allowed, if you don’t mind.” a pleasantly soft mares voice came out of the air. BLAM! Hero’s gun fired as the changeling jumped in fright.

BLAM blam blam blam…. The echo rolled up the shaft as the bullet pinged off the metal and concrete before dropping with a light tinkle to the ground. The voice continued “That sounded alright, didn’t it? I hope so, but why do I have to record this? Is this for Pinkie’s –“ the voice was suddenly cut off.

Come to us

The door continued to shudder. Dust from centuries fell from the door joists as the metal screeched against metal and the door slid partially open. Inside the door spell lights blinked on and off illuminating dirty white and green walls and dusty refuse covered floor. Hero stepped through the gap and into the light.

We feel you, come to us

Grey fluffy ball of bat pony stepped up beside her and snorted at the dust in the air. With a nod from Hero, the pair started down the hallway. Behind them, the doors motors whined and sputtered as they forced the doors closed behind them. The buzzing lights flickered ominously, illuminating the strewn rubbish that covered the floors. Rusted and crushed tin cans clattered as the pair kicked at them, while papers, yellowed with age crackled under hoof. The lighting changed as they turned down a corner. The green and white flat walls slowly merged with rough black and green cave walls. Stalactites hung from the dripping rounded blackened roof. The floor felt squishy under the ponies hooves. Large barrels lay partially cocooned in the walls, each one covered in peeling yellow paint rust and black. The ponies pipbucks started ticking as they walked passed the barrels but both ponies ignored them. Ahead of a barrel had collapsed spreading its glowing contents across the floor. Hero’s wings gave a flit and she lifted herself over the goop and landed on the other side. Emjay rolled her eyes, assuming that Hero simply didn’t want to get her hooves dirty. She stepped straight into the glowing liquid.

Emjay screamed.

Hero spun around and seeing the batpony screeching in agony with her right hoof in the glop, leaped. Her body smashed into Emjay with a sickening thud, landing together in a tangle of limbs. Emjay’s screaming echoed off the blackened walls she cradled her hoof against her as she felt the pain of the flesh melting and moving, her right fetlock became shaggy and wirery while her skin and flesh melded over the leather and metal brace for her claws. Veins throbbed around the merging of steel and flesh. The air filled with the screams of the bat pony while the bug pony held her tightly as buzzing in the bug ponies mind started to reach a fever pitch and pain shot through her entire body. Hero’s voice joined with Emjay’s in agony.

Emjay fell silent as her body shut down in shock.

In the darkness, blue eyes appeared. First in pairs, then fours then soon hundreds of blue eyes glowed in the inky blackness. Stray light glinted off white fangs. Hero kept screaming as the buzzing feeling filled her, her head feeling like it was going to explode.
A pair of dark red eyes appeared above the masses of blue eyes and the buzzing stopped.

Welcome home

The words seemed to bypass the changeling’s ears and emerge right into her brain. The voice in her head echoed with thousands of voices all talking as one, echoing, reverberating.

Stepping out of the darkness a tall figure emerged, blood red cruel eyes flashing high above the panting crying Hero as she held her fuzzy unconscious friends body. Flickering light flashed off hard black chitin legs, soft pink gas seemed to ooze out of the holes in the legs and linger around the floor. Hero’s eyes drew upwards. Purple shimmered in the black shell covering the tall lean figure, while greenish purple tattered insect wings fluttered. The long neck rose regally to a sharp-horned head, the horn as jagged as the face wielding it. Long fangs dripped pink tinged clear slime as the lips curled back in a grin. The cheeks of the creature marred by a pair of writhing tentacles, matching tentacles that ran down the back of neck and from the tips of her ears. It slowly blinked as it came into the light.

I see you have brought us food.

Author's Note

I need a new editor, as my old one had to bail part way though. so if you are willing to help please let me know