Along came a spider

by theskittlelord

Rating: mature
Tags: Dark, Sad, Crossover, Human
Length: 12615

spiders, we're all afraid of them, their eight eyes and legs, the way they scurry around on the floor, but the ponies of Equestria don't have that fear, so what happens when Equestria meets the spider with twelve legs, the Phantom Troupe

The Phantom Troupe, or the spider as they are sometimes known as, are thrown into Equestria, a world of love, tolerance and friendship, what follows is an endless nightmare of destruction, theft, and murder. Can the Mane 6 hope to stop them without their elements of harmony? will life for the Ponies ever be the same with the amount of lives lost and destructive battles that will take place. Because of this, Equestria shall finally know the word, Arachnophobia.

Hunter x hunter is property of Madhouse Inc and Yoshihiro Togashi and My Little Pony Friendship is Magic is property of Hasbro. All names, images and songs that appear in this Fanfic belong to them.
Changed to mature because of later scenes that will come up.

Published 1970-01-01 00:00:00 UTC
Last updated 2014-06-14 10:24:03 UTC

The toss of a coin (revisited)

Machi walked down the hallway of the Phantom Troupe's base near the city of Yorknew. Moonlight shone through the cracked windows.

Upon taking the next turn she entered Feitan's torture room. She saw Feitan sitting down calmly looking at a Hunter licence, with the prisoner tied up on a chair wearing a blindfold.

"Did you find find out any information about the chain user?" she asked.

Feitan pulled out the notebook and tossed it to her, she skimmed through the book and shut it.

"Huh, he didn't know much", she complained.

"No but he knew enough" he responded. "What do we do with him?".

"We'll take him to the boss, he will decide what we do with him", she said pulling out one of the stitches in her glove.

Feitan stood aside letting Machi tie the prisoner in the threads, she pulled the prisoner out of the chair and stood him up.

"Make one wrong move and you'll get cut", she warned as they left the room to go down and find the leader of the Phantom troupe and tell him what they had learned.

_____________________________________________________________________________________________________________

The remaining members of the Troupe sat down in the main chamber of their base. Phinks, was drinking from a can of beer,Shizuku was arm wrestling with Nobunaga with Franklin watching intently, Shalnark sat down playing tetris on his phone, Bonolenov and Kortopi were searching through the crates stacked in the corner, Kalluto was looking at a picture of his family, while the boss sat in an area where he can look down on each member of the Troupe, reading a book.

Feitan and Machi entered the room with the prisoner, the other members heads jerked up, Shizuku taking advantage of this slammed Nobunaga's arm into the table, bringing Nobunaga's attention back to the group.

"WHAT! THAT'S CHEATING", Nobunaga yelled.

"Cheating? I didn't cheat", she responded.

"DON'T PLAY INNOCENT WITH ME", Nobunaga yelled.

"Nobunaga calm down, you know how we settle things around here", Shalnark reminded.

"I know", he groaned, pulling out a coin.

He placed the coin in his hand and flipped it into the air and caught in his hand and slammed the coin on his wrist, not showing the coin to anyone, not even himself.

"Heads", Shizuku called.

"Tails", Nobunaga responded.

He lifted his hand up revealing the coin to everyone. It was heads.

"DAMN!", Nobunaga yelled.

"See", Shizuku said.

Feitan, Machi and the prisoner walked up the stairs to where their leader, Chrollo Lucilfer. He shut his book and looked up to the other two spiders approaching.

"What have you learnt about the chain user?" he asked calmly.

"We learnt that he will be attending the election", Feitan responded.

"Anything else?" Chrollo asked.

"No, you'd think that Hunters would have more information", Feitan answered

"Hmm, well, we don't need him any more, kill him", he said.

Machi tightened the Nen threads as the prisoner struggled and let off a scream.

"NOOO!" he yelled before being ultimately crushed by the threads.

Chrollo Lucilfer got up and walked over the corpse of the man to address his fellow Troupe members. he walked down the stairs and simply said.

"It's time".

This caused an uproar from the other members.

"Let's rip out his eyes and sell them, like we did the rest of his clan", Phinks yelled.

"I say we feed him to Blinky", Bonolenov called.

"But that will make Blinky sick", Shizuku complained.

"I say - oh my god what's happening", Nobunaga yelled.

The members of Phantom Troupe began to get engulfed by a purple steam, one by one members of the Troupe began to disappear into thin air, leaving behind no trace of their existence.

____________________________________________________________________________________________________________

The members awoke in a bright white area, with nothing except for other members as far as the eye can see. The members of the Troupe got up and looked around the area to see any other ways out.

"Where are we?" Shalnark asked.

"Yo", Nobunaga called. "Anyone there".

Hissing sound came from below and a shadow began to rise up from the ground, the spiders watched silently revealing a grey horse with a flowing black mane with armor. The horse made a growling noise as it appeared from the shadow. Shalnark suddenly burst into a fit of laughter.

"HA HA HA, DID THAT HORSE JUST GROWL?", he laughed, clearly angering the horse.

"SILENCE! I am not a horse, I am a pony", the horse corrected.

Feitan allowed himself a small chuckle, while this brought Shalnark to the point of tears.

"PONY, HA HA", Shalnark laughed.

"Shalnark", Chrollo said. "Be quiet".

"He he, yes boss", Shalnark said regaining his composure.

"Now, you most likely know why we are here", Chrollo said calmly.

"Yes, I was the one who bought you here", the pony said.

"WELL, WHY DID YOU DO THAT?" Nobunaga yelled.

Chrollo raised his arm in front of Nobunaga silencing him.

"Don't mind him he's just annoyed because Shizuku beat him at arm wrestling", Machi explained.

""She didn't beat me!", Nobunaga snapped.

"Troupe members aren't allowed to snap at one another", Feitan taunted.

"Anyway, I am King Sombra, and I have summoned you here for a purpose", he explained.

"What purpose might that be?" Chrollo questioned.

"Well, ever since my demise, I have watched other beings in search of someone to exact my revenge for me", Sombra explained.

Chrollo listened eagerly as did the other spiders.

"That is when I discovered your group, your capability for mass destruction, your skill, and ability to kill without remorse, something that the villains in my world are not capable of doing", he continued.

"So you want us to go into that and avenge you?" Chrollo asked.

"Indeed, do you accept?" he asked.

"What's in it for us?" Phinks asked.

"I was hoping you would say that, you see, there is going to be an unveiling of treasures that were uncovered in an expedition not too long ago and they are planning on unveiling them in one week", Sombra explained.

"What kind of treasures?" Phinks asked.

"Gold, gemstones, ancient artifacts, old tomes, many things of value", he explained.

A murmur came from the Troupe members. Chrollo looked at his fellow members.

"We'll put it up to a coin toss, heads we accept, tails we don't", Chrollo said pulling out the coin. He flipped the coin into the air and landed down into his hand, he put that hand on his wrist and looked at the coin.

"Heads"

"Excellent, now first to help you fit in" Sombra said casting a strange purple type of Nen from his horn, similar to the one used to bring them here, changing their forms entirely.

When the spell cleared Feitan, Bonolenov, Shalnark and Kalluto looked like ponies except they had horns on their heads. Franklin, Phinks, and Kortopi looked looked like the others except they did not have horns or wings. Nobunaga, Shizuku and Machi looked like ponies but had wings. Chrollo Lucilfer, to point out that he was leader had both, wings and a horn. All of them wore the clothes they had on before and each of them had the spider symbol with their number on it on their flanks.

"Excellent, now nobody will no who you really are, also, in these new forms you shall still maintain your Nen abilities, however, you will not be able to use the magic of the sub-species you have become, as your Nen overrides it, however The Pegasus and Earth ponies will still have the strength and ability to fly", Sombra explained.

A portal opened up behind him showing the image of a country in it

"Go now, exact my vengeance and collect whatever trinkets you may find there", he commanded.

The members of the Troupe walked over to the portal, Chrollo looked at his fellow members cautiously. He took a deep breath and then walked into the portal, followed by the rest of the Troupe. The portal shut itself after the last member of the Troupe went through.

"Go, kill everyone that gets in your way", he said to himself before fading back into the floor

_____________________________________________________________________________________________________________

The coin has been tossed and now the Phantom Troupe head to Equestria, where the final battle for Equetria's survival shall take place.

First impressions (Revisited)

The fields around Ponyville were quiet, excluding the chirping of birds a the sounds of the breeze causing the grass to flow.

The silence was broken when two black crystals sprouted up from the ground, causing any animal nearby to flee in response. A portal opened up between these two crystals. The nearby animals that had not fled looked at the portal curiously. The animals quickly scurried away when the eleven Troupe members emerged from the portal.

Chrollo was the first to open his eyelids, only to be blasted by the sun's strong rays. The portal behind them closed and the two crystals shattered.

Chrollo looked around and sensed the calm and peaceful nature of the land they had arrived in.

'This looks peaceful', he thought. 'How can we change that'.

He turned around and saw a very sinister forest. The other Troupe members, like Chrollo, squinted at how bright the sun was. After a few moments their eyes adjusted to how bright the area was and they looked around and took in their surroundings.

"This place seems strange, like something out of a kid's cartoon", Franklin commented.

"Or something that Shalnark would find playing one of his "phone games", Feitan teased.

"HEY!", Shalnark yelled making Feitan chuckle slightly. "They're called mobile games".

Kalluto was looking off in the distance. He narrowed his eyes and saw a town off in the distance.

"Huh, there's a town not too far from here", he informed them.

Shalnark walked up to Kalluto and looked in the distance.

"Oh, there it is, boss I think should we go -".

Shalnark looked towards Chrollo to see him almost entranced by the dark forest that loomed over them.

"Boss", Shalnark called, snapping his attention. "What's wrong?"

"That forest has a strange aura, one that we have never encountered", he explained.

"He's right, the forest has an aura that I don't think has been seen by us, or any Hunter", Nobunaga explained.

Phinks, who had became rather irritated by the lack of progress, snapped at the others.

"Can we just get to that town!" Phinks snapped.

"Gah Phinks, no need snap like that, your voice is loud enough as it is when you aren't yelling", Shalnark complained, rubbing his ear.

"What was that?" Phinks snapped, removing a large chunk of the earth from the ground.

"WAAAH, Phinks I didn't mean it", Shalnark said running off, terrified, as Phinks chased after him.

_____________________________________________________________________________________________________________

Twilight sat alone in her study in the Golden Oaks library, what she had considered her since moving to Ponyville. Spike had left with Rarity to go gem hunting so she was left in the Library on her own to write a Friendship report.

Dear Princess Celestia, today I learned - no I've done that a billion times before, she might be getting bored of it', Twilight crumpled up the paper and threw it in the the bin.

Twilight took out a new a new piece of paper and began writing on it.

'To Princess Celestia, on this fine day of the third week of the ninth month - sweet Celestia that's just cheesy', Twilight tore the piece of paper up and threw it in the bin.

Twilight set out a new piece of paper and put it on the desk.

'I'll just start with Dear Princess Celestia and go on from there, okay', she put her quill on the paper. ' Dear Princess Celestia, I learned today, that no matter hard someone tries to achieve something, it doesn't mean that -

"Twilight, there's something outside that you really need to see", said, slamming open the door.

Twilight, shocked at how sudden Spike appeared, jerked upwards, drawing a thick line on the paper that covered all of her work.

"SPIKE! look what you made me do", she yelled holding up the ruined letter.

"Sorry Twilight, but there's something that you really need to see", Spike responded.

"I'm sure it can wait Spike, now I've got to -"

Twilight was interrupted again when Pinkie shot through the door, yelling at the top of her lungs.

"TWILIGHTTHERE'SANEWALICORNINPONYVILLE", she screeched.

"What?", Twilight said, confused.

"What me and her were trying to tell you, is that there is a new Alicorn in Ponyville.

"What, but there's only four, me, Cadence, Celestia and Luna", Twilight explained.

"Silly Twilight, then how do you explain the one outside wearing a jacket", Pinkie responded.

____________________________________________________________________________________________________________

The Phantom Troupe walked into the strange town, ignoring the strange glances and whispers they were getting from the other ponies around them. They walked up to a statue of a pink pony, who seemed to be balancing on one leg on a ball in the middle of a fountain. The Troupe members sat around the statue.

"So what do we do now?" Shalnark asked.

"We are going to split into two groups", Chrollo explained. "Feitan since you were the interim leader, you take Phinks, Bonolenov, Machi and Kalluto and explore the left of the town, while me, Nobunaga, Shizuku, Franklin, Kortopi, and Shalnark explore the right, any questions?".

"Yes, are we searching for anything?" Shalnark asked.

"Anything that has anything to do with the unveiling", Chrollo explained.

"What if we don't find anything or the townsfolk don't answer?" Shalnark explained.

Chrollo's face shifted into a smile.

"Well I'm sure Feitan will be able get the information, if asking doesn't work", he answered.

Feitan cracked a sadistic smile behind his mask.

"Any more questions? no, okay let's go", Chrollo said.

Feitan and his group watched as Chrollo led his group down the right area of the town.

"So do you think anyone in the town knows anything about the unveiling?" Machi asked.

"If you ask me, most of them don't look smart enough to know anything, I mean look at that one on that cloud", Kalluto answered.

The pony on the cloud seemed to react to this and shot off the cloud and flew down to the group.

"Who're you calling not smart enough?" she asked.

"Most people in the town, but I was using you as an example", Kalluto explained.

"Listen buster, do you know who I am?" she asked.

"No, should we care?" Feitan asked.

"You bet, I'm the element of loyalty, Rainbow Dash", she explained.

"So?" Feitan asked.

"I'm a friend of the Princess", she explained.

"So?" Feitan asked.

As Rainbow Dash continued to explain things and as Feitan continued saying "so?", a yellow Pegasus with pink hair leading a small trail of beavers began trotting closer to the group and the yellow Pegasus, not looking where she was going bumped into Phinks. Phinks turned around and looked down upon the small pony, with anger burning in his eyes.

"WATCH WHERE YOU'RE GOING!", he yelled at the shy pony.

The yellow pony began to let tears fall from her eyes.

"I'm sorry", she sobbed.

"YEAH, you should be -"

"Cut the crap Phinks", Machi ordered. "I apologize about him, he can be quick to anger".

As the pony was about to whisper a "thank you" and Phinks was about yell at Machi, a sharp yell halted what they were each about to do.

"HEY!", Rainbow Dash yelled. "Don't you yell at my friends".

Feitan using this as his chance to gain information in a more effective way, moved at a speed no one could comprehend and grabbed Rainbow Dash.

Feitan slammed her head on the side of the fountain. The town became dead silent as soon as they heard the *smack* of her head hitting the fountain wall. Parents made their children look away, while the parents became dead silent.

Fluttershy had an urge to use the "stare" on this pony however, the aura of this pony made her feel too uncomfortable to go close to the pony. Letting her fear get the best of her she walked off, whimpering to herself.

Feitan looked down upon Rainbow Dash.

"Now, do you know where the unveiling will be?" Feitan asked.

"I might have an idea", she answered. "But I don't tell it to ponies who try to break my arm".

"Who said I was going to break your arm", Feitan said.

"You aren't?" she said confused.

"No, I plan on starting with your wings, see how many feathers I can pluck off before you start talking", he explained. "Or screaming"

"What!" she exclaimed.

"Hold it right there ya varmint", a voice called.

Feitan turned around, not letting Rainbow Dash free. He saw an orange pony with a cowboy hat.

"Did you just refer to me as varmint?" he asked.

"Yes I did, now ah think that ya deserve a roughing up", she continued.

"Very well then, I'll continue with you later", Feitan said, letting Rainbow Dash go. "One question, how familiar are you with murder?".

"There ain't been a murder in Equestria for 'bout a thousand years", the orange one explained.

"Then I think it's time the past caught up with the present", Feitan said, drawing his hidden sword from his umbrella.

Their eyes locked, ablaze with fire as they prepared for a fight.

_____________________________________________________________________________________________________________

Now the spider has made it's first impression, one that could shake most peaceful interactions between the elements and the spider.

battle in Ponyville (revisited)

*Clang*

Applejack quickly moved out of the way before Feitan could strike her. His sword hit the ground with a clang. Rainbow dash watched as Applejack threw her rope at Feitan and, either with lightning fast speed or by teleporting, disappeared from view.

Feitan the reappeared onto the wall of a building and then lunged forward, sword in hand, prepared to finish off his opponent.

"Applejack, look out!" Rainbow called.

Applejack looked towards Feitan, who was preparing to make a killing blow. she raised her hind leg and gave him a hard kick which threw Feitan away from her. Applejack took advantage of this and prepared to throw her lasso, but something caught her attention. Her opponent's friends were doing, nothing.

'What'n Sam hey are they doin'? Ah can't believe it, they ain't trying ta help him or do anythang, some friends', she thought.

"Ko"

This snapped her out of her thoughts and she saw that Feitan, was on her back, his sword pointing towards her spine with orange energy protruding from the tip. Pain began to sear throughout her back as the sword began to enter her back.

'Don't want this to be too quick, I want to enjoy this', Feitan thought, sadistically.

"HEY!"

Feitan looked towards the voice only to be met by a red hoof, Feitan was thrown off of Applejack's back and skidded onto the floor, his sword sliding away from him. he looked up to see a large red stallion with light orange hair, with the image of a green apple on his flank, standing beside of Applejack.

"Leave mah sister alone", he warned.

Feitan looked at his new enemy angrily.

"Thanks Big Mac", Applejack sighed.

"Don't mention it, now we just need to get this evil pony out of Ponyville", Big Mac explained.

"You said it", Applejack said. "Wait, what's he doin'?"

They looked too see that one of Feitan's friends had joined the fray.

"Oh so now yah one of yer friends join", Applejack complained.

"I'm only joining because we need to even the battle out", he explained.

"Phinks, you deal with the red one, I'll continue with the orange", he ordered calmly.

"Alright then", Phinks said, walking over to Big Mac.

"Go get 'em guys", Rainbow cheered.

"I think it would be best if I prepare first", Phinks explained.

"Go ahead then", Big Mac said cautiously.

"Thank you", Phinks smirked. He began to wind his arm in a circle. "One, Two, Three".

"Big Mac what're you doin'?" Applejack asked.

"Seven, eight".

"It's good to be civil before fightin' yer opponent, allow 'em ter prepare", Big Mac explained.

"Ten, eleven".

"But we don' what these guys are capable of", Applejack warned.

"Twelve, Thirteen".

"Yeah, but it should at least be a fair fight", he explained.

"Fourteen, fifteen!"

Big Mac looked back and his jaw dropped at what he saw. Phinks's arm had a large glowing orb of energy at the end of his hoof.

"What is that?" Big Mac asked.

"It's my Nen ability, each time I rotate my arm my punch gets stronger, I still have problems trying to count how many rotations it would require to kill someone, but, this should do it", Phinks explained.

"But hey, look on the bright side", Phinks continued. "At least you can go out".

Big Mac looked at Phinks horrified.

"WITH A BANG!"

Big Mac was unable to move for fear had full control over his body.

"RIPPER"

Phinks drew his fist towards Big Mac quickly.

"CYCLO"

His fist inches away from Big Mac's.

"TRON"

Phinks's fist collided with Big Mac, obliterating the poor stallion, sending limbs flying in multiple directions and his blood painted everything around them, Buildings and ponies alike.

"BIG MACINTOSH!" Applejack screamed as her face was painted with red.

"*Sigh* Well that was just too quick, I really need to make my enemies deaths slower, that did not provide satisfaction in the slightest", Phinks complained.

Ponies in the streets screamed at what had happened and ran indoors with their children. Rainbow Dash vomited at what had happened.

"YOU, MONSTER!" Applejack screamed, preparing to charge Phinks, but as she did so, her chest suddenly became engulfed in pain. She looked down and saw a sword tip sticking out of her chest. She turned around in the last few seconds of her life and saw Feitan, and by his eyes, she could tell he was smiling.

"Important rule of battle, never take your eyes off of your foes", he whispered.

A tear rolled down Applejack's cheek before her eyes closed, forever.

Rainbow Dash raced over to her friend.

"Applejack", her voice became almost a whisper. "No".

Rainbow broke down crying over her friend's death. She soon felt something cold and metallic on her shoulder. She looked up and saw Feitan holding his sword, pointing to her neck. he drew it back and prepared to cut her head off.

"What's going on here?" a voice called.

Feitan lowered his sword and Rainbow looked back and saw Twilight, Pinkie and Spike with a group of strange ponies wearing even stranger clothes.

"Oh my god", Twilight gasped,

Spike fainted at what he saw and Pinkie's mane deflated.

"Rainbow Dash what happened?" Twilight asked.

_____________________________________________________________________________________________________________

During the fight between Applejack and Feitan.

Chrollo and his team walked down the streets of Ponyville. Each of them surveying the streets. Shalnark saw two mares walking by one of them was pink with a yellow mane and tail the other was a light creamy colour with a blue and pink tail.

"Tell me another joke, Cherry Berry?" the cream one asked.

"Okay Sweetie drops", the pink one responded. "So a Stallion walks into a bar and -

"Excuse me but do you know where the unveiling of the treasures will be?" Shalnark asked.

"No now go away" Cherry snapped. "So he walks into a bar and asks how much the soap costs"

Shalnark slowly drew the pin he uses control his victims and prepared to plunge it into their necks.

"SHALNARK!"

Shalnark turned around and saw Nobunaga standing behind him.

"Don't kill them, then our chances of getting to the unveiling are slightly decreased", Nobunaga explained.

"Um, what're you meant to be?" Sweetie drops asked rudely.

"I'm a -"

"Oh wait I don't care", she interrupted.

Nobunaga drew his sword angrily.

"What're you doing?"

Nobunaga and Shalnark looked to see Chrollo, Kortopi, Shizuku and Franklin walking over to them.

"They insulted me and Shalnark", Nobunaga explained.

"It doesn't matter, killing them could cause problems for us in reaching our goal", Chrollo explained, at the same time, giving them a look that said "you can kill them later".

The two mares suddenly began to stutter.

"You're an, Alicorn", Cherry Berry pointed out.

"Yes so", Nobunaga asked.

"Well that would make him, royalty", Sweetie drops explained.

'Royalty eh, that could be useful', he thought.

"Excuse me".

Chrollo looked to his left and saw a violet Alicorn, a small purple lizard and a pink pony jumping about.

"I, I mean we, heard there there was a new Alicorn in town and I, I mean we, wanted to see if you were real", she explained.

"Well actually Twilight, me and Pinkie have already seen him", Spike corrected.

"And since I'm an Alicorn as well, I thought that we should get to know each other, I'm Twilight Sparkle", she said adding a nervous smile.

'How childish', he thought to himself. "My name is Chrollo Lucilfer".

'So far so good', Twilight thought. "Where are you from".

"I'm afraid I do not feel comfortable sharing that yet", Chrollo answered.

"Why?" Twilight asked.

Before Chrollo could explain Screams pierced the air.

"What was that?" Twilight asked.

"I don't know but it doesn't sound good", Spike said.

"I dunno let's go, um you guys can", Twilight looked to see that they were already running in the direction of the screams.

The two ponies and the lizard ran after the Troupe members down to the statue in the fountain, what Twilight saw caused her to gasp.

"What's going on here?" Nobunaga asked.

"Oh my god", Twilight gasped,

The lizard fainted at what he saw and the pink one's mane deflated.

Rainbow Dash what happened?" Twilight asked.

Rainbow's eyes welled up with tears.

"THEM", she yelled, pointing to Phinks and Feitan. "T-that one m-made b-big mac e-explode, and he s-stabbed A-applejack.

"PHINKS, FEITAN, you idiots", Nobunaga roared. "We could have used them".

"They started it" Phinks explained.

"Spike send a message to princess Celestia, tell her -"

Twilight was interrupted when a hoof touched the back of Twilight's head. Twilight immediately blacked out.

"Twilight" Spike exclaimed.

"Spike look out!" Pinkie exclaimed.

Chrollo's hoof tapped Spike's forehead, making him unconscious in a second.

"RUN FOR YOUR - sleepy time", Pinkie fell to the floor like the others, knocked out.

"You aren't getting me", Rainbow exclaimed, flying off to Canterlot.

She shot off as fast as she possibly could.

'I've got to get Princess Celestia and Princess Luna, they'll deal with you' she thought.

She suddenly felt very strange, one second she was flying to Canterlot, the next she was back in Ponyville flying right into Chrollo, it felt like looking right at the lord of Tartarus. Her face soon landed into Chrollo's hoof.

'No this can't be happening", she thought before finally slipping into unconsciousness.

Arrival arc epilogue (revisited)

Luna's moon shone down on the outskirts of Ponyville. It had been three days since Twilight, Pinkie Pie, Spike and Rainbow Dash disappeared and Applejack and Big Macintosh were killed by the mysterious strangers. This made the Apple family and the other elements very distraught. Rarity was rarely seen outside of the Boutique, and Fluttershy would often visit the graves of her two friends every night, from 7:00pm to 8:30pm.

Cherry Berry and Sweetie Drops walked along the outskirts of Ponyville, unfortunately for them, at night time. They had to drag a carts filled with unwanted valuables to the scrapyard.

"Why do we have to take all this to the scrapyard?" Cherry asked. "All this stuff could get us millions of bits if we sold it".

"Because, Cherry if we did, we could get into trouble with the law, You know what Mayor Mare says about going through someone else's bins", Sweetie Drops explained.

They arrived at the scrapyard, yet, something seemed off, as though everypony disappeared over night. Cherry Berry looked around nothing was stirring. No sound to be heard, not even the sound of scurrying mice. The place frightened Cherry Berry to an extreme. How nobody was there to greet them, how the doors looked like they had been open for a long time and how the entire place looked as though everything had just stopped. Cherry gave her friend a nudge.

"Sweetie, can we go please?" She asked fearfully.

"Cherry, what's gotten into you?" Sweetie Drops asked.

"This place seems off", she answered.

"The workers are probably playing a prank on us" Sweetie explained. "Now let's go dump this metal into one of these piles".

Both of them dumped their metals into the scrap heap, Cherry constantly muttering to herself in fear.

'What a baby, still, I could use this to my advantage', Sweetie thought to herself. "Cherry I'm going to go search for the boss".

"But, you can't go now", Cherry warned.

"Why not?" she asked.

"B-because".

Cherry struggled to find any words for her situation.

"Exactly", Sweetie said, walking off. 'This is going to be great'.

"Wait, please don't go", she whimpered.

*Clank*

Cherry turned around and saw a can falling down the pile. She immediately became very alert, her ears picking up any sound. The sound of hoofsteps came from behind her. She jolted around.

"W-who's t-there?" she whimpered fearfully.

A shadow emerged from behind the one of the scrap hills and darted towards her, not even giving her enough time to scream.

_____________________________________________________________________________________________________________

Sweetie Drops walked down the scrapyard in search of the office, She saw the building, all lights on. She walked forward. She took a deep breath, and prepared to scream to get Cherry's attention.

*Clop*

Sweetie turned her head in the direction of the hoofstep.

*Clop*

She looked closer.

*Clop*

Out from the shadows, came Cherry Berry.

"Gah, Cherry you interrupted my joke", Sweetie growled.

Cherry continued to trot towards her, slowly and zombie-like, eyes barely open with a trail of blood following her.

"Cherry?"

Cherry Berry raised her arm towards her friend before falling to the ground dead.

"What the?"

A hoof burst through Sweetie's chest. She let off one final scream and then fell limp.

_____________________________________________________________________________________________________________

Twilight jolted awake at the sound of the scream. She looked around and saw her other friends tied to what looked like wooden Y's.

"That took quicker then expected".

Twilight looked up and saw the same pony who killed Applejack, sitting down with a book in his hands. She looked at the cover which read "1000 painful ways to torture someone". She began to panic constantly trying to break free of her restraints.

"Hm, It appears someone's awake", he chuckled.

"What do you want from me?" Twilight asked fearfully.

"Information", he answered plainly.

"You aren't getting any information out of me", Twilight spat.

"We'll see", he said coldly.

Feitan drew his sword up and put it to her hoof. He pushed down with the sword. Twilight screamed at the sensation of her hoof being cut from her leg. With one final push her hoof came off, Blood sprayed everywhere. Twilight felt like passing out because of the pain.

"Are you going to talk?" Feitan asked.

"Never", she coughed.

Feitan let off an evil chuckle.

"Oh I have plenty of ways", he said, pulling a pair of tweezers, ignoring the screams let she let off and her constant attepts to get out of her binds.

____________________________________________________________________________________________________________

Princess Celestia sat alone in her throne room. Her prized student and her friends missing, an unknown group, murdering ponies and an element of harmony is dead.

"Princess Celestia".

Celestia looked up and saw a guard burst though the door.

"What is it?" she asked.

"Ponies have been going missing near the scrapyard", he explained.

"Could be Timberwolves" Celestia responded.

"That's what I though, but when I asked the townsponies they also said that the murderers went that way", he explained.

Celestia gasped.

"Tell Shining Armor to get a group of his best guards and head to the Ponyville scrapyard", she ordered.

"Yes Your highness", the guard said, saluting.

Celestia sat back down in her throne.

'Don't worry Twilight we're coming for you' Celestia thought.

____________________________________________________________________________________________________________

Chrollo Lucilfer stood up on one of the walls, looking down on a page in the Bandit's secret. The page contained a manipulation ability that allowed the user to put someone in a deep sleep while forcing them in a state of Zetsu.

'I knew that ability would come in handy', he thought.

The shift in cloud's drew Chrollo's attention. He looked up and smiled to himself.

'It appears that a storm rises in the East'.

_____________________________________________________________________________________________________________

Princess Celestia now has information on the Phantom Troupe and now sends out her best guards to rescue her student, can the guards hope to rescue them in time, only time will provide that answer.

Phantom Troupe vs Equestrian guards (revisited)

It was 6:00pm. All the guards had gathered around in the courtyard of Canterlot, waiting for their captain to arrive. Shining Armor stepped out of the castle doors.

"ROLL CALL", he yelled at the top of his lungs.

All the guards gathered up in a line.

"Flash Sentry", Shining Armor called.

"Here".

"Weather Wing".

"Here".

"Lightning Strike".

"Here".

"Half Sword".

"Here".

"Gold Wing".

"Here".

"Hail Storm".

"Here".

As the list went on, Flash Sentry's mind began to drift off.

'Come on wrap this list up already, I wanna see some action', he thought. 'I wonder, if I am the one who saves Twilight, maybe she will go out with me'

"And lastly, Hazel Nut".

"Here, sir", he said eagerly.

Murmuring began among the other guards as soon as the last name was mentioned.

"Sir, why are we bringing him?", Gold Wing asked.

"Princess Luna thinks that it would give him some experience", Shining Armor explained. "Now any more questions, okay then here's the plan, I will take a group of guards around the front and launch a frontal assault on our enemy while Flash Sentry, Hail Storm and Hazel Nut will sneak around the back free the hostages and escape, but most importantly, bring in the murderers alive

so they can have Celestia's justice brought upon them, kill them only if you have to, any questions?".

"What if the plan should go astray?", Lightning Strike asked.

"If it does, then either me or a member of my team will send of a red flare, signalling that the plan has gone to hell and that you should pull out", he explained. "Any more questions?".

The guards remained silent.

"Okay, guards move out", Shining called.

____________________________________________________________________________________________________________

Celestia and Luna watched from the windows of Canterlot castle as the guards left the city.

"Are you sure you do not want me to accompany them?" Luna asked.

"No dear sister, I have faith that our guards will prevail", Celestia explained.

"But, these are the ponies who managed to kill an element of harmony and her family member", Luna explained.

"Fear not, Shining Armor has never once failed me on a mission like this", Celestia explained.

"I hope you're right", Luna said cautiously.

____________________________________________________________________________________________________________

By the time the guards reached the scrapyard, Luna's night had fallen upon Equestria.

"Okay you guys know the plan", Shining said, looking at Flash Sentry, Hail Storm and Hazel Nut.

"Yes sir", Hazel Nut said.

"Good, now go", he ordered.

The three armored ponies left as Shining and his team walked up to the gate of the scrapyard.

Shining Armor cleared his throat.

"Come out from behind those walls and surrender and I promise that your punishment will not be too harsh. There does not need to be any bloodshed", he called, it was true that he has had to say this speech multiple times to criminals, each time it had failed, he hoped this time that it would work.

The gate opened, revealing an Earth Pony that towered over the rest of the guards with short brown hair and scars that covered his face.

____________________________________________________________________________________________________________

Franklin looked over the guards, how they were all standing in a certain order, horned one at the front, Winged ones at the back and the weaker ones in the middle.

"Excuse me, we have come to make peace, could you and your allies come with us peacefully so this does not have to result in bloodshed", he said calmly.

Franklin cracked a smile.

"Fool, I know why you have really come here", he announced.

Shining Armor's brow twitched in irritation.

"So why have we come here then?", he asked.

"You've come here", he began getting up on his hind legs. His hooves popped off, only being connected by a small chain, revealing five small holes inside of each of his hooves.

"To die!".

The holes inside of his hooves erupted with gunfire. Shining Armor teleported out of the way and the unicorn guards raised their shields. None of the guards were sure how, but the gunfire passed through their magic shield. The poor guards were blasted by a barrage of bullets.

Feitan and Kalluto jumped out from behind Franklin. Kalluto drew out his fans and began to cut up poor guards that stood in his way, while Feitan raced around slashing guards that happened to be in his way. Machi from behind the walls of the scrapyard pulled on one of her strings, revealing a group of unicorn workmen how began firing blasts at the poor guards, who were in a state of chaos.

Gold Wing drew his sword and charged at Kalluto. Gold Wing prepared to slash down, Kalluto slashed his fan across the sword, cutting the blade off of the sword.

"But how that sword is made of the toughest kind of Equestrian steel", he complained. "What is that fan made of?".

"My fan", a smirk appeared on Kalluto's face. "Is made of paper".

Kalluto slashed his weapon at the unfortunate guard killing him in an instant.

Half Sword looked at Kalluto, shocked at how somepony could defeat a fully grown stallion with a piece of paper. In his shocked state he failed to notice Franklin's gunfire approaching him until it was too late. The gunfire collided with his body, killing the guard.

Lightning Strike and Weather Wing raced over to Shining armor, who was lying down unconscious with a holes in his legs and hoof.

"We need to get out of here, quick, Lightning Strike, set off the flare", Weather Wing yelled above the screams of his dying comrades.

"Okay, you get the captain out of he -", Lightning Strike was cut off as five of Franklin's bullets struck him in the chest.

Weather Wing grabbed his captain and flew as fast as he could to Canterlot.

____________________________________________________________________________________________________________

Meanwhile, inside of the scrapyard.

____________________________________________________________________________________________________________

Flash Sentry, Hail Storm and Hazel Nut quietly walked sneaked inside of the scrapyard. They walked further inside of the scrapyard until they saw the main building.

"Come on, guys", Hazel Nut whispered.

Their quiet walk was interrupted by loud bangs. The three guards turned their heads in that direction.

"It seems our allies have been engaged by the enemy", Hail Storm whispered.

"Let's go before they come back", Hazel Nut suggested.

"Agreed", Hail Storm responded.

The three guards walked inside of the building. Flash Sentry looked at all the buttons on the control panel.

"That's a lot of buttons", Flash Sentry exclaimed.

"Indeed, the reason being that this place was built to meltdown and destroy anything that needs to be destroyed, in fact, formerly this entire place was designed to also get rid of criminals that were too dangerous to be left alive, that purpose was erased half way through Princess Celestia's reign" Hail Storm explained quietly.

"Right, I'll pretend I'll care", Flash Sentry yawned.

Hail Storm rolled his eyes at what Flash Sentry just said. The guards walked into the next room. They looked to their left and saw a sign pointing to the basement, but strait ahead of them was an alicorn wearing a large jacket with a cross on it.

"Who the hell are you meant to be?", Flash Sentry spat.

"I thought you would be focusing more on your objective rather then finding out my name", the alicorn said calmly.

"I said, who are you?", Flash Sentry snapped.

"Very well, I am Chrollo Lucilfer", he answered.

Hail Storm looked back to Hazel Nut.

"Get down to the basement, see if they're there", Hail Storm ordered.

"Yes sir", Hazel Nut opened the door to the basement and walked down the stairs.

"I'm going to make this as painful as possible", Flash Sentry said.

"Wait, we're supposed to bring him in alive", Hail Storm said.

"Who cares about the rules, I've been itching for a fight", Flash Sentry explained. "So bring it on".

Chrollo Raised his hoof. His hoof glowed for a few seconds and then the Bandit's Secret appeared. Chrollo flipped over a few pages until he found the page he liked the most.

"Indoor Fish", Chrollo read.

Suddenly two white skeletal fish appeared in the air and lunged at the two guards.

____________________________________________________________________________________________________________

Hazel Nut raced down the stairs. The sounds of screaming pierced his ears quickly. He chose to ignore them quickly and ran further down the stairs until he saw the missing members of the Mane 6 and the dragon tied against wooden Y's

"Help us, please", Princess Twilight cried.

"Don't worry, me and the other guards are here to rescue you guys", Hazel Nut explained.

"Oh thank Celestia", Spike said. "I'm not sure if I could take anymore".

"Yo", a voice called from behind.

Hazel Nut turned around and saw a pony wearing a purple robe, with a long black mane tied up in, and a small goatee.

"It looks like your friends have left you behind", Nobunaga said, "Now I'm going to ask you a couple of questions, if you refuse to answer them or reach for your weapon, I'll kill you".

Hazel Nut gulped.

"Now, what is your name?", he asked.

"I'm not telling you anything", Hazel Nut shouted.

"Your attitude reminds me of a friend I once had", Nobunaga explained. "Unfortunately for you, I wasn't bluffing".

Nobunaga darted forward and slashed the poor guard across the chest, killing the guard instantly.

"You monster. How could you ponies be so cruel, just what are you?" Twilight asked.

Nobunaga chuckled quietly.

"We, are the spider".

An uneasy alliance (revisited)

Hail Storm watched as Flash Sentry's lifeless body slumped to the floor. Chrollo Removed his Ben's Knife and looked at Hail Storm as the indoor fish finished their work on him. Hail looked directly at Chrollo, puzzled.

"How, how am I not dead? This does not seem scientifically possible", he asked inquisitively.

Chrollo chuckled slightly.

"When the indoor fish feed, the person they are feeding on cannot die, or feel any kind of pain until the fish disappear", he explained.

"And when will that be?", Hail Storm asked.

Chrollo walked over to the window.

"The fish can only live inside an inside room, with no areas of the outside world entering the area, if this happens the fish will disappear and effects of the wounds will take place", Chrollo continued.

Chrollo opened the windows allowing the moon's rays to enter the room. The indoor fish faded away. Hail Storm began to feel an immense pain rush through him until the remains of his body slumped to the floor dead.

__________________________________________________________________________________________________________

Chrollo walked outside and saw his fellow spiders, Franklin, Feitan, Kalluto, Machi, Phinks and Shizuku

"That was boringly quick", Feitan complained,

"There was hardly enough time for me to enjoy myself", Franklin added. "To think that this is the best this land has to offer".

"You think you had a quick time, I didn't even get to do anything", Phinks complained loudly.

The four other members of the spider looked and saw their leader approaching them.

"So, what are we going to do now, chief?", Phinks asked.

"Well, there is no point in cleaning up the bodies, our enemies already know where we are, we will continue with our objective of hunting down the treasure that was going to be unveiled", Chrollo explained. "We will all follow the two guards who escaped, they are most likely heading to where the treasures are".

"Wait, all of us?" Phinks said, confused at the leader's thinking.

"Is that a problem, Phinks?", Chrollo explained.

"Of course not, it's been too long since we've done something like this", Phinks explained.

"Very good, gather the other members, let them know that we're leaving", Chrollo ordered.

"And what about the prisoners?" Kalluto questioned.

"They didn't have anything useful to tell us anyway", Feitan explained.

"What do we do with those who get in our way?", Phinks asked.

"What we always do with people who get in our way", Chrollo answered.

A smirk grew on Phinks's face.

"We kill them".

__________________________________________________________________________________________________________

Weather Wing and Shining Armor arrived back in Canterlot. Celestia's sun had only just began rising. They received mainly gasps when they arrived back in Canterlot with a few whispers from the crowd that saw them.

"Only two, where are the rest of them", one pony whispered.

"Were their enemies really that strong", another said.

"See, our guards should stop drinking up the money that they earn then they wouldn't have lost", stated a blonde unicorn Weather Wing could clearly identify as Blueblood.

Weather Wing had an urge to walk over to Blueblood and slam him against a wall as hard as he could. Weather Wing continued to drag his unconscious captain up to the castle. Two guards walked up to him when he reached the castle.

"Corporal Weather Wing, the princesses are expecting you, don't worry we'll take the captain to Canterlot hospital",  the guard on the right said,keeping a straight face while he said it.

"Where are the other guards?", the other guard asked.

"They're dead sir" he said, trying to fight back tears.

"I see, well then, the princess will want to speak with you directly", the left guard said.

"Yes sir", he said hesitantly before walking inside the castle.

__________________________________________________________________________________________________________

Weather Wing entered the throne room, there sat Princess Celestia, Princess Luna, Princess Cadence, the Princess's scribe and the two remaining elements of harmony.

"So, the guards tell us that you were a member of Shining armor's team", Princess Celestial began.

"Yes your highness", Weather Wing agreed.

"Then where are the other guards?", Celestial asked.

"Shining Armor -".

"Captain Shining Armor", Princess Luna corrected. "Remember your place".

"Yes, my apologies Princess, the captain is in the hospital, he was severely wounded, the rest of the guards are all dead", Weather Wing explained.

"Dead?", Cadence gasped. "Those were some of Canterlot's finest, how could they all be dead?".

"Perhaps it would be best if he started from the beginning?" Celestia suggested.

"Yes your highness, we arrived at the scrapyard, Flash Sentry, Hazel Nut and Hail Storm separated from the team in order to sneak around and rescue. When we reached the gate one of them came out. He was twice the size of a normal pony and had scars all over his face. The ends of his hooves popped off and some kind of magical blasts started to fire from his hooves, I'm not sure how but it managed to pass straight through the Unicorn guards shields, and two more came out and started massacring guards and then some of the people working at the scrapyard appeared and started firing magic blasts at us. During the fray Shining Armor was blasted in the leg, we had to return to Canterlot and get him to a hospital", he explained.

"And what about the three guards who snuck around the back?", Luna asked.

"I don't know, we weren't able to give the retreat flare", Weather Wing explained.

"I see, well then go get some rest, you've been through a lot", Celestia insisted

"Yes, Princess", Weather Wing said, saluting the Princesses.

Weather Wing left the room to return to the barracks. Cadence looked towards her aunt.

"I would like to go and see my husband, if that's okay", Cadence insisted.

"You may", Celestia responded.

Celestia looked towards her scribe.

"Leave us", she ordered.

"Yes, Princess" she said, bowing.

Cadence and the scribe left the room, leaving the two princesses alone with the elements in an eerie silence.

"I have been preparing for something like this, send her in", Celestia ordered.

"Yes your highness", The guard said.

The guard left the room for a few minutes. After a while he came back with somepony they knew all too well. She had a black insect-like body, insect wings and a long jagged horn.

Queen Chrysalis.

The arrival to Canterlot (Revisited)

The four ponies looked at the Changeling with utter disbelief.

"Queen Chrysalis, Princess are you sure?", Rarity asked.

"Do not worry Rarity, I know what I'm doing", Celestia reassured.

Princess Celestia looked over to Queen Chrysalis.

"I must say, Celestia, I was quite surprised when you sent for my help", Chrysalis said, her eyes never leaving Celestia. "What could possibly be so problematic that you would need my help getting rid of?".

"Chrysalis, we need your help", Celestia admitted.

"Really, you need my help", she said smugly.

"Yes, what we are dealing with is far too much for us to handle, The Minotaur's and Griffon's refuse to help us, for some reason they never came to help us, please you're our only choice", Celestia begged.

"What's this, is the great Princess Celestia begging?", she asked rhetorically.

"Chrysalis please, these ponies killed an entire squadron of our best guards and an element of harmony, we need all the help we can get", Celestia said.

'An entire squadron and an element of harmony eh' Chrysalis thought. "Alright then, since you seem so desperate".

Celestia breathed a sigh of relief, but she knew Chrysalis would not except something without gaining something in return.

"Wait, what's the catch?"

"Well, you have to give me and my hive a better place to live", Chrysalis answered.

"Sorry?".

"You heard me, the Badlands is not a very good place to raise a hive that feed off of love, we want to have our own town built for us to live in", Chrysalis explained.

"Very well, once this is over with you shall have your own town", Celestia said

"excellent, so what are we dealing with?", Chrysalis asked.

"They are a group of ponies, they can be identified by having a spider with twelve legs and a number on it for their cutie marks", she explained.

"And what can they do?", Chrysalis asked.

"They have abilities that are impossible to explain, all of them have magic yet, most of them aren't Unicorns", Celestia explained.

"Interesting, well then me and my Changelings will need to prepare all we can for this new threat", Chrysalis said.

"Indeed, until next time", Celestia said, watching as Chrysalis left the throne room. Chrysalis smiled evilly as she left.

"Sister".

Celestia looked to her left.

"Do you think we can trust her?", Luna asked.

"No, but we need help, and she is the only help we can get at the moment", Celestia explained.

"And what about the elements?", Luna asked.

"All we can do is hope that they are okay", Celestia answered.

"All we can do?", Luna copied, shocked at her sister's words. "What do you mean "all we can do"?".

"We can't go after them, we would surely get killed like the guards", Celestia explained.

"One of them was your student, practically your own daughter", Luna complained.

"Luna -"

"No, I'm going after them, I'm not going to wait here and let them die and get tortured", Luna yelled.

"Luna wait", Celestia said but was too late, Luna had already stormed out of the room.

Luna walked out to the palace grounds, she looked to one of her guards

"Gather the other soldiers, we're going after the elements", she ordered.

____________________________________________________________________________________________________________

It had hit nighttime by the time the Troupe had reached the mountain and began climbing. Chrollo looked back at the Troupe who were trekking up the mountain, each step drawing them closer to their goal. With one more turn they saw the entrance to the city.

They all remained silent, no word was uttered, but their eyes were all riddled with one thing, excitement. Be it for the treasure, the chance to return home, or the massacre that drew closer.

The Troupe walked closer and closer. They walked up to the gate and -

"Halt".

The Troupe members looked up and saw a Pegasus guard on one of the balconies looking down on them.

"I'm afraid we cannot let you pass without authorization", he said.

the guard flapped his wings to greet them at eye level.

"Due to resent events, we will need to see your cutie marks in order to find out whether you are members of the organization that attacked Ponyville", he said, without breaking his monotone.

"Very well", Chrollo said.

The guard approached Chrollo, however upon noticing his wings, his eyes widened. Chrollo pulled out his Ben's knife and stabbed deep into his neck, blood trickled down his neck. The guard shocked at what he saw, darted towards the horn used to alert the city of a threat.

Chrollo took one look at this guard and then Nobunaga, who prepared to draw his sword. Just as the guard was about to reach the horn he was teleported in front of Nobunaga, who instantly cut his head with one single blow. Blood splatted on the ground.

The Troupe opened the gate and walked in, the guards on the other side saw the bodies and drew their swords, due to their excellent training, they believed that they could handle them. They, were wrong.

Screams echoed through the air as the Spiders killed them all, leaving nothing but a bloodbath behind. The last guard left looked up with fear. Shalnark looked down upon the guard with his usual, innocent smile.

He looked down and pointed his remote at him. He pressed the button and flash followed, and a sharp needle was implanted in him.

"Now, I need you to go on a message", he said cheerfully.

____________________________________________________________________________________________________________

Shining armor had recently left the hospital. Luckily the damage had not been too severe and he was allowed to leave and continue his duties. Cadence walked next to him as he left the building.

"Careful", she warned.

Shining armor groaned as he walked down the stairs.

"Thanks dear", Shining thanked.

"Captain".

Shining armor and Cadence saw Weather Wing approaching him.

"Sir there was a fire at the entrance, Celestia wants you to go and investigate", he explained. "She believes that because we survived the encounter, that we could be of use, Cadence is already there".

"Those ponies again, but he recently got out of hospital", she said.

"This is an important matter", Weather Wing responded.

"So is my husband's health", Cadence said back.

"It's fine Cadence, I can shrug off the pain, as a guard is meant to", Shining Armor explained.

"Fine, but I'm going with you" Cadence said.

"But Cadence -".

"I'm not going to let you get yourself killed, now, where is the fire?", she asked.

"By the entrance", Weather Wing answered.

"Right, let's go", she said.

____________________________________________________________________________________________________________

The three of them reached the fires which had spread significantly.

"This is bad", Shining Armor muttered.

"Wait, look in the fire", Shining Armor said, altering the other soldiers.

Emerging from the fires was a guard.

"He was one of the guards at the gate", one guard explained.

"Trooper, what happened?", Shining Armor asked.

The guard smiled madly.

"He he, we were no match for them, he he, and now this city burns and you shall burn with them, he he, the Phantom Troupe, has come", the guard said.

The guard gave one final laugh before instantly dying, out from the fire walked two figures, one was a blonde Unicorn, the other was an Earth pony Shining Armor and Weather Wing new all too well.

____________________________________________________________________________________________________________

"Well that was fun", Shalnark said happily.

"And it's not even over yet", Franklin responded.

Shalnark gasped.

"Hey look, it's those two soldiers that escaped", Shalnark exclaimed.

"Huh", Franklin looked over to the guards. "Oh yeah them two".

Franklin noticed the bandage on his leg.

"I knew I hit you somewhere, though I thought you would have bled to death", Franklin said to himself.

"We guards are not so hard to kill", Shining called out proudly.

"Try saying that to the group of guards that you two were with at the base, not even those three you sent to sneak around survived", Franklin mocked.

"They're dead?", Shining's voice becoming more saddened.

"Did you think we would take them prisoner?", Franklin asked.

"Enough of this we can take 'em", one guard shouted.

"YEAH!", the other guards shouted.

"NO, WAIT!", Weather Wing yelled, but it was too late, the guards had already charged the two.

Franklin raised his arms and the ends of his hooves popped off. Gunfire blasted from his hooves and began tearing into guards.

"SCATTER!", Shining Armor yelled.

Shining armor, Cadence, Weather Wing and a few other guards jumped behind buildings for cover, Bullets blasting away at their cover.

"Sir what are we going to do", Weather Wing yelled.

The Unicorn next to Weather Wing firing at Franklin was blasted by one of Franklin's bullets, blood splattering painting Weather Wing's recently cleaned armor.

"We'll need to call for reinforcements or otherw-".

Shining Armor was interrupted by a strange antenna hitting his forehead.

"Captain what's wrong?", the guard next to him asked.

Shining armor turned back towards them with a crazed smile and blasted at the poor guard and the one next to him killing them both instantly.

"Shining, what are you doing?", Cadence asked

Shining looked at Cadence and fired off a spell. In response Cadence put up a shield to defend herself. The spell harmlessly bounced off. In the corner of her eye, she noticed Shining Armor teleport. Shining reappeared behind her and punched her onto the floor.

Shining raised his sword and prepared to bring it down upon her. Cadence quickly charged up a spell, tearing up as she did so.

"I'm sorry", she said quietly.

The spell grabbed the sword nearest from one of the guards Shining had killed. The sword was raised up from the ground which flung through Shining Armors back.

Cadence's eyes began to dampen with tears that she would not let show.

"Princess Cadence", Weather Wing called. "We need to get out of here, quickly".

Cadence continued to look at where her husband burned to ashes.

"No", she said.

"What, you can't stay", Weather Wing called back.

"Yes, I can now go tell Princess Celestia what happened", she called.

"But -"

"GO!", she ordered.

Weather Wing looked at Cadence one last time before flying off.

Cadence picked up the swords used by the two Unicorn guards killed by Shining Armor. She charged up a spell and teleported behind the Troupe members and thrust a sword through Franklin. Franklin quickly raised his arm and both of the swords collided with his arm.

"You're stronger then I expected", Cadence said. "Consider it the only complement you will get, murderer".

"Did you really think that you could attack me behind, little fool", Franklin said with a grin.

Franklin looked at Princess Cadence directly in the eye, and the battle began.

the end's beginning (revisited)

Cadence jumped away as Franklin swung his fist in order to break her rib cage. The ends of Franklin's hooves popped off and he unleashed a powerful array of gunfire.

'There's no point in me trying to block it', she thought. 'They'll just pass through'.

Cadence teleported, just before the Nen bullets hit her. Cadence swung one of her two swords again at Franklin's back. To her horror, she saw one of Franklin's back legs only a few inches from her stomach.

'Oh buck!', she thought before being kicked off into the distance.

Cadence quickly mustered up all her strength and teleported back behind the area the soldiers were using as cover, before suffering injury by slamming into the roof of a nearby building.

Using telekinesis, she grabbed all of the swords from the fallen guards and prepared to charge Franklin.

She rushed out from behind cover and charged Franklin.

'Fool, she left herself open', he thought to himself.

He opened fire on Cadence who through all the swords except for two at Franklin and then teleported on to the roof of a nearby building to escape the blasts.

Franklin quickly jumped out of the way, barely missing the swords that were headed strait for him. Franklin arose from the ground and looked towards Cadence.

"Not bad, with those abilities you could have helped defeat the ponies you were with, but yet you work with them, why?", she asked.

"It's simple really", Franklin stated. "If I work with people like you, I can't do one of the things I enjoy most".

"And what is that?".

"KILLING FOOLS LIKE YOU!".

Franklin opened fire on the rooftop, sending tiles and bricks flying. Cadence ran along the rooftop with the trail of gunfire following her.

Cadence fired a large beam of magic at Franklin. Franklin switched his attention from Cadence and fired at the large magic blast. The spells and bullets collided causing a large explosion.

Cadence using the explosion as a distraction, flew behind the buildings and flew as fast as she could towards Franklin. Cadence flew around the buildings and saw Franklin looking directly at the explosion.

'Here's my chance', Cadence thought as she flew at top speed towards Franklin.

Cadence drew her swords. She flew closer to Franklin and prepared to strike at the unsuspecting Troupe member. Swords drawn, she brought the swords towards Franklin.

Franklin grinned and swung his hoof backwards, towards Cadence.

'What?', she thought.

The hoof and swords collided yet again with a large clang. Franklin taking advantage of the situation prepared to fire upon the Princess.

Meanwhile from a distance, Kalluto watched as Franklin and Cadence fought. He continued to watch as they fought one another.

'So this is one of Princesses that rainbow haired one was referring to', Kalluto remembered back to when they took them prisoner.

____________________________________________________________________________________________________________

Rainbow Dash fell on the ground after Chrollo tapped her head.

"Boss what did you -", Kalluto began but was interrupted by Phinks.

"The boss has an ability that allows him to steal other Nen abilities", Phinks explained.

'Nen stealing, that must mean he's a specialist', Kalluto thought.

"One of those abilities was a manipulation ability that allowed him knock anyone out and force them into a state of zetsu with one touch, what was it called again?", Phinks looked around to his fellow members in the hopes that they would provide an answer.

"Mindwipe", Feitan answered.

"Mindwipe? that sounds nothing like the ability", Phinks complained.

Kalluto walked over to Chrollo as Phinks continued to rant about the name.

"What do we do with them?", he said pointing to the three on the ground.

"Take them with us, once we find a base here we'll place them there and see if Feitan can get any information from them", Chrollo explained.

"Right, did you learn anything?", Kalluto asked in the hopes of finding something that will help him rise up in status in the Troupe.

"Trying to find something that will help you rise up in status, Kalluto?", he asked.

'Did he just?', Kalluto thought.

Chrollo smiled.

"You're face is quite easy to read, Kalluto. I like your eagerness so I will reveal something to you. I learnt that those "ponies" with horns and wings are considered to be royalty here", he explained.

"Royalty?", he said to himself

____________________________________________________________________________________________________________

Kalluto was snapped back to reality by the sound of gunshots. Cadence immediately teleported away from the blasts and a few feet behind him.

'This is my chance, Feitan may be number two, but I can still be number three', Kalluto thought.

Cadence looked at Franklin and threw one of her two swords at him. As Franklin prepared to dodge, Kalluto dashed towards the sword and used his paper fans to shatter them.

"Kalluto, what are-", Franklin seethed.

A lie quickly sprung into Kalluto's head.

"The boss has found the treasure room and needs your help in reaching it", he lied.

"Why would the boss need help in reaching the treasure room?", Franklin asked.

"Because... ugh", Kalluto tried to think up an answer to her question.

"Oh I get it, you want to kill her yourself, don't you?", Franklin asked. "The boss told us you would try something like - look out!".

Kalluto turned around and saw Cadence charging directly at him. Kalluto drew his fan to intercept her swords.

"Well, have fun, I've softened her up for you, besides, I've got to find that one that got away", he said, walking away.

"I'm not letting another of you get away", she shouted speeding towards Franklin. Kalluto darted in the way of her and slashed her sword in half.

Cadence was taken aback by the colt's speed.

"How did you ?", Cadence said confused.

"Zoldyck's are well known for being expert assassins, and, most likely due to their training, they have a large increase in speed, and also meaning they can kill people in the blink of an eye", Franklin explained.

Cadence looked down in fear.

'How can he'? she thought.

"Remember that", Franklin called out to Cadence as he disappeared into the ruined city.

Kalluto smiled.

"Alright, let's go".

____________________________________________________________________________________________________________

Franklin walked passed ruined buildings and multiple guard corpses.

'Fools, thinking that they could fight us', he thought to himself.

The sound of voices soon reached his ears.

"Idiot, trying to save his allies only left him a corpse among many others", one said.

"At least he had good information to give us before dying", the other responded.

The other snorted.

"That doesn't make up for how he barely put up a fight".

Franklin turned around the corner and saw Weather Wing lying on the ground dead surrounded by multiple other bodies. Standing over him and the others were two familiar figures.

"Phinks, Feitan", Franklin said in order to get their attention.

Phinks and Feitan looked towards Franklin.

"Yo, Franklin", Phinks called.

"I see you've got the last of the guards the attacked us at the scrapyard", Franklin said.

Phinks looked at Franklin, confused. Feitan looked down on the Pegasus guard.

"Oh, he was that one that escaped", Feitan explained.

"So, you said he had information?", Franklin asked.

"Yeah, he told us about a secret entrance to the castle, somewhere in this garden", Phinks explained.

"Somewhere in the garden?".

"Yeah, Feitan tortured him so it's most likely true".

"Fair point", Franklin stated.

"Yeah, now let's go find the entrance to the castle, the sooner we do that, the sooner we find the treasure", Phinks explained.

*Cough*

The three Troupe members turned around and saw one guard attempting to rise onto his feet.

"W-why are y-you *cough* doing this to us, w-what have ever done to you?", he asked.

Phinks walked over to the injured guard.

"It *cough* d-doesn't matter, t-the royal guards will *cough* n-never surrender and-d w-we will defeat -"

The guard was silenced when Phinks grabbed his face and broke his neck. Those final thoughts of courage racing through his head before dropping dead on the floor. Another victim of the spider's rampage.

Phinks chuckled lightly.

"Idiots like him are what makes this life so enjoyable", Phinks sighed. "Come on, let's go find the entrance".

*BOOM*

The three looked off into the distance and over the bushes they could see a large sphere. A sphere with the appearance, of a planet.

The Rescue (revisited)

Bonolenov wrapped his bandages back over his body and began walking down the ruined city, the sphere he summoned disappearing behind him.

As he continued walking down the street, he looked at where the other Troupe members had been on a rampage, looking down upon the bodies with an apathetic glare.

He looked further and saw a lone guard guarding the entrance to a large castle. Knowing that the guard would be no match for him, he began walking closer towards the door.

"Bonolenov", someone called.

He looked towards where he heard the voice and saw Shalnark exiting from the shadows.

"Shalnark, I trust those guards were no match for you and Franklin"? he asked.

"Yeah, but there was this one like the boss and that purple one", Shalnark explained. "You know those ones with horns and wings, so Franklin decided to stay behind and fight her".

"Weak most likely, like the rest of them".

"I dunno, she had a strong aura to her".

"If you think that she's more than match for Franklin, then you're wrong", Bonolenov stated.

"What, I never even implied that she could fight Franklin", Shalnark said, his smile briefly leaving his face.

Bonolenov snorted at his comrade.

"So, do you think this is where the treasure is?" Shalnark asked, eager to change the topic before he angered his comrade.

"Well this building does look like it's the main building of the city", Bonolenov answered.

"Yeah, I guess it does have that look to it", Shalnark responded.

Bonolenov began trotting up the stairs towards the door.

"Wait, what if one those ones with horns and wings are inside"? Shalnark asked.

"What we always do" Bonolenov answered, climbing up the stairs towards the castle.

Shalnark followed Bonolenov up the stairs and for the first time in a long time a felt nervous, as if his conscious was begging him not to go inside.

____________________________________________________________________________________________________________

From the trees, Princess Luna and her guard looked at the numerous guard corpses that surrounded the entrance to the scrapyard.

"Princess Luna, are you sure they're in here"? one guard asked.

"We are sure they are here", Luna confirmed. "We can sense their magical energy"

'But, how come we cannot sense their captors energy, even on the day of their disappearance we could not sense the foul ponies magic', she thought to herself.

"Your highness, shall we move in"? the guard next to her asked.

"Yes, of course", Luna responded.

"NIGHT GUARD! MOVE OUT"! the guard yelled.

The night guards moved from their hiding places from the trees and began walking towards the scrapyard gates, no fears clouding their minds.

The guards soon stormed through the gates and began to spread out in search for the missing members of the Mane six and Spike.

Luna trotted ahead of her guards. From scrap pile to scrap pile, her eyes darted everywhere.

'Please be okay you four', she thought to herself.

The trotting further, she reached the main building.

'Maybe, just maybe', she thought, galloping up the stairs.

She reached the door and opened it hurriedly. Upon doing so she was greeted with the site of two guards, one with deep slash marks, the other looked as though he had been eaten.

Luna turned her head to the left and saw an opened door and inside was a staircase that led downwards to another room. Following her instincts, she went down the stairs.

The further she went down the stairs, the smell of dead bodies reached her nose.

"No", she said under her breath.

She reached the bottom of the stairs and saw the last guard's corpse and, tied to wooden Y's and with multiple gashes, was Twilight Sparkle, Pinkie Pie, Rainbow Dash and Spike.

Luna felt tears begin to rise and tried her best to hold them back, but to no success. She dropped on the floor and cursing.

"No, d-damn them, I w-wasn't quick e-enough", she cried, failing to notice their chests rising.

Luna's sobbing rang throughout the small room that she was in.

'I couldn't do it I failed them', she thought. 'If I was just quicker'.

A faint cough broke her off from her thoughts.

*Cough cough* "Princess Luna", a voice croaked from in front of her.

Luna looked upwards, tears still falling from her eyes, she saw Twilight Sparkle looking at her, her eyes looking as though they struggled to remain open.

"Y-you're alive", she sighed, wiping away the tears from her eyes.

The sound of hoofsteps coming down the stairs caught her attention. Looking back she saw a lunar guard racing down the stairs. When the guard reached the bottom he gasped. In all his years of service he had never seen something like this before.

"Sweet Celestia"! he gasped.

"Quick, help me get them down and get them medical supplies immediately", she ordered.

"Yes but", he paused for a moment. "The scouts have reported that the Changelings never arrived".

"What but they said that -", Luna grunted in frustration. "It doesn't matter, help me release them".

"Yes your highness", he said, walking over to Rainbow Dash and cutting her down.

Luna used her magic and wrapped it around the bonds that held Twilight in place.

'Damn it, where are you Chrysalis', she thought.

____________________________________________________________________________________________________________

Chrysalis buzzed towards the Castle of the Royal Pony Sisters, where her leaders resided. She flew down to the entrance where two soldiers greeted her and allowed her to pass into the base.

The castle was bluish - gray color because of Luna's moon shining down upon them. Walking down the hallways and into the room where her, her allies and her superiors, would meet. Inside the meeting hall, she was greeted by two familiar faces. A black and red centaur and a blue goat.

"Grogar, Tirek, you look well", she complemented.

"Spare me your greeting, I have no use for it", Tirek spat.

"Well aren't you the unsociable one", Chrysalis taunted.

"Don't taunt me insect" Tirek growled.

"Insect", she gasped. "I'm hurt".

"ENOUGH"! a voice called.

They to the entrance and saw Sombra and their leader entering. Their leader stayed in the shadows as he always did, not allowing anyone to see what he looked like.

Sombra sat in the chair next to Chrysalis and their leader sat on a chair a bit away from the table, a chair in the shadows.

"Chrysalis, what news do you bring"? their leader asked.

"Well it appears that the ponies you had Sombra summon are causing more damage then you expected", she answered.

"Yes, this is all very interesting, but how did Sombra get them here"? Tirek asked.

"I used a spell that only I know that allows me to travel into a dimension that allows me to look into other worlds, I can return back to this world and summon other beings, however, there is no way to get into the other worlds, meaning that the Spiders, are stuck here", he explained.

"So what happens when they realize that there is no treasure, and that you made it up"? Grogar asked.

"That is when the second stage of the plan comes in", the leader answered. "The Troupe are very vengeful, they even destroyed an entire city as a requiem for a deceased member. They will go after Sombra for lying to them and then we, will destroy them".

"Hmm, you know more about them then the rest of us", Grogar said.

"Yes he does, how do you know these things"? Chrysalis asked.

Their leader chuckled.

"Perhaps it is better to show how I know".

The leader of the four got up from his chair and walked out from the shadows, exposing his light silver coat and long silver mane. As he walked forward, he revealed his priest-like clothing and a cutie mark of a twelve legged spider with the number four in the centre.

Chrysalis gasped at the sight of his cutie mark.

"Who are you"? Chrysalis asked.

"My name" he began. "Is Omokage".