Paragon Force

by WildFire15

Rating: teen
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Other, Original Character, Trixie, Adventure, Shining Armor, Crossover, Human
Length: 20079

The chaos and dangers of Paragon City find their way to Equestria as the spirit of chaos decides to see how the Ponys cope with something they'd never seen before

Paragon City is a place filled with danger as the many super powered heroes of the city fight gangs, crime families, militant groups, cultists and even aliens.

Equestria, in comparison, is a heavenly paradise. After being provided a glimpse of this strange alternative dimension, the spirit of chaos can't help but wonder how the Ponys would fair against something they'd never seen before.

[Crossover with MMO City of Heroes]

Published 2014-06-07 17:00:04 UTC
Last updated 2016-02-06 17:43:59 UTC

Prologue: Can you Fly to Heaven?

Every step filled him with fury as the rain lashed across the tiny island that stood as a reminder of the Mediterranean state of Crimeora that once stood proudly here. So long ago, the last great age of the super hero ended on the very plateau Statesman marched towards.

In a world filled with super powered individuals, technical genius’ and exotic aliens, Statesman stood out as an icon for the good and honourable, the unstoppable force that would do anything to set right wrongs. Clad in form fitting blue and red spandex with a white star on his chest, flowing scarlet cape draped over his shoulders and a metal mask that covered much of his face, he was the very epitome of a hero. But he was here for a personal matter; to avenge the murder of his daughter.

Lightning criss-crossed the sky as Statesman finally stepped onto the summit, surrounded by the ruined Roman columns of an ancient temple and saw his quarry. Darrin Wade, so long thought of as nothing more then a peddler of dangerous magical artefacts, stood bold as brass with his mutated arms folded.

“It looks like you’re really taking your daughter’s death hard, Statesman.” He grinned as Statesman gritted his teeth. Wade had an unusually long face with goatee beard and a pair of sunglasses hiding eyes that had likely been effected by whatever magics he experimented with. The shabby black trench coat he wore over simple t-shirt and jeans blew about in the wind, as did his long, greasy hair which was tied back in a ponytail.

“There’s nowhere to run, Wade.” Statesman said in response, his mighty voice echoing around the ruins as he tried to keep his rage in check. “You’re going to pay for everything you’ve done.”

“Oh?” Wade mockingly replied. “Are you going to kill me, Statesman? Avenge the death of your daughter once and for all?”

Wade started walking forwards as Statesman did. He wanted with all his soul to reach forward and crush this filthy, mutated wreck of a human to death with his bare hands, but as he stepped onto the raised centre of the temple, he knew that as an icon of what it is to be a hero, he couldn’t.

“No, Wade.” Statesman said, his voice measured. “You’re going to rot in prison, and I’m going to make sure you do so until the day you die.” He added, venom now in his voice, which he coughed away. “I don’t kill.”

It was a rule he had lived his life of a hero by and aspired others to do so as well. A hero who willingly killed could lose respect of their strengths so quickly in a spiral of destruction he had seen more than once in his long life.

“That’s too bad.” Wade chuckled, the predictable continuation of that sentence hanging for a moment before coming. “Because I do.”

Statesman sighed, disappointed. So many had tried to kill him and all of them had failed, but as Wade started to craft a spell in the air with his hands, something different happened. Light erupted around his feet and rocketed into the sky, surrounding him in a vicious prison.

Electrifying pain rocketed through every molecule of his body, feeling like he was being torn in every direction as Statesman fought against it. It was strange, he hadn’t felt such pain for so long and for the first time in decades, he roared in pain.

“Do you feel that, Statesman?” Wade asked as he rapidly drew runes in the air with his mutated hand. “That is the same power that killed Imperious, the last to wield the power of Zeus like you do. As we speak, your powers are being completely nullified. It should feel quite familiar.”

For a moment, the light stopped and Statesman dropped to his hands and knees, smoke rolling from his drastically weakened body as Wade finished drawing his ruins and smiled evilly.

“Do you have any last words before you die?”

Statesman tried to get back to his feet so he could fight back, destroy the man in front of him as he had destroyed his daughter, but he could barely stay balanced in this position, let alone find enough strength to stand.

“You’ll never succeed, Wade.” Statesman managed as he breathed heavily. “Villainy like yours never does.”

Wade looked slightly bemused as he absorbed the words.

“That was it? How trite.” Wade chucked before he started drawing fresh runes in the air “Goodbye Statesman. I’ll use your powers well.”

The column of light returned, lifting Statesman’s weakened body into the air before the electrifying pain returned, more powerful than before. Light poured from every part of his body as the power he had been given after drinking from the Well of the Furies nearly one hundred years ago left him.

He involuntarily screamed in agony, his mind racing desperately to find a way to escape.

“Grandpa, can you fly to heaven?” Came a simple, sweet voice in his mind, crystal clear as if the one who said it was stood beside him.

Such an innocent question from a young girl, Statesman remembered when he was asked on the day his wife had passed away. He could see her face so clearly; the face of his granddaughter Megan.

“No, honey.” He remembered his reply as he tearfully embraced his granddaughter at the funeral. “You can only go to heaven when you die.”

He remembered the moment well, and he could see it vividly before him. She would grow up to take her mother's mantel as Ms Liberty and spent time as his sidekick, creating memories he cherished most dearly. She was strong, a natural leader and gifted teacher of the young heroes who continued to rise since the end of the First Rikti War.

“But if you can’t die, how will you see me, mommy and grandma when we die?” Megan had asked in response that day. It was a wound in his heart she hadn’t intentionally inflicted, but it was true. The thought he may live to see all he loved die while he was doomed to live on haunted him until now.

She was so young back then, before she had even thought about becoming Ms Liberty. Her face faded from his mind as another face became visible, a face he had not seen since the day he gained the power of Zeus.

“Marcus, hang in there. You will not die on my watch, do you understand?” He remembered the words clearly after being exposed to Mustard Gas during World War I.

Stefan Richter was once his best friend but now his mortal enemy Lord Recluse. Even now, Statesman remembered the kind man he once was, the man who helped him in his time of need to find the Well of the Furies and Pandora's Box, saving him from a slow death from Mustard Gas poisoning and kick starting this new age of super heroes.

In what seemed like they would be his final moment as his ability to fight diminished to nothing, he wanted to hate Lord Recluse, but he couldn’t bring himself to do so, not to his best friend and brother-in-law.

Megan believed the man he was was still there. Even though everything told Statesman Stefan Richter was gone forever, he hoped Megan was right and he could be saved, just as he had been once before.

“Marcus.”

What thought of fighting, of struggling like an animal to avoid this fate upon a lonely island was left abandoned him at the mention of his name by a voice he had longed to hear for so long.

“Monica?” His voice came out like it was begging for the vision before him to be real, that of his long dead wife. She was Stefan’s sister and had once been Maiden Justice.

The gentle, ghostly spirit walked towards Statesman as the world darkened around him, knelling in front of his form and taking his hand.

“It’s over, Marcus.” She said, looking both happy to see him again and sad his death had come. “We’ve all been waiting a long time for you to be with us again.”

He’d wanted that for so long, to be with Monica again, but his urge to fight, to protect, was hard to resist.

“But, Darrin Wade.” He said, looking around for a way to get back. “Someone needs to stop him. He’s going to have my powers and-”

Statesman instantly fell silent as Monica gently put her hand on his cheek, bringing his face back to look her in the eye.

“The fate of the world never rested on one person’s shoulders, Marcus. It’s time for you to finally rest and see that.” She said softly. He looked deeply into her eyes for a moment as he absorbed her words and knew she was right.

Unseen by the man he had chased to his long forgotten place, Marcus Cole’s spirit departed his body.

“I can feel it, your power flowing through me, finally!” Wade roared to the sky before laughing. Decades of planning, of fighting, of desperate searching to find the means to gain so much power were finally coming to fruition as the lifeless body of Statesman jerked in the column of light.

“Soon, Statesman, I will bow to no man, no authority, no god! You are just the first step!”

The air thickened as lighting cracked all around, an almost ethereal whirling piercing the ears of anyone who could hear.

And then, it was done.

The mighty body fell to its knees as the column of light vanished. Steam rolled off the lifeless form as it fell forwards to be sprawled across the top of the ancient temple, thunder and lightning booming like a final punctuation mark.

Marcus Cole, the great Statesman, was dead.

***

A storm raged over the royal city of Canterlot, hiding the beautiful starry night from view. Stood watching the storm from a window at the top of the mountain castle was one of the rulers of Equestria; the fair and kind Princess Celestia. She was an exceptionally beautiful Alicorn pony with both wings and a magic horn, she was regal and elegant in almost every way as well as fair and kind to her subjects. Her pearl white body and light pink eyes gleamed, even in the candle light of her personal chamber while her pink mane and tail, which gradually faded into sky blue, flowed as if caught in a gentle breeze.

She had been signing some important documents, but as she watched the dark lightning crackling in the purple clouds she found she had to look. She knew the storm was neither natural or Pegasus made as it flared with energies only the very magically attuned could sense, such as herself. It was the sort of storm created when great power was moved from one being to another, usually through force, and the intensity of the storm told Celestria just how much power was at play; power on the scale of a god.

This was deep magic, she knew. Magic that was tied intricately into the very fabric of everything and could bring life and destruction by the whims of those who submitted to it, as Alicorns had in the distant past.

It was long ago that Celestia had learned this magic and how to gain it without becoming a slave to it and every day since she had sort to contain and keep it out of the hooves of those who would do tremendous damage with it. She knew she could never truly succeed, there was simply too much power for any single being to contain, but she did her best regardless.

“Sister!” Came the familiar voice of her younger sister Princess Luna.

She too was an Alicorn, like her sister, and while she was every bit as regal and elegant, the similarities ended there. Luna had a black body, midnight blue eyes and her mane and tail, while flowing in a similar manner, looked like a night sky filled with stars. She too ruled Equestria but whereas Celestia looked after the day, Luna would guard the night.

Celestia turned to see her in the door way and she had a serious look on her face.

“I saw his dreams again. He's in the Foal Mountains.”

Celestia put her quill down.

Something powerful was lost in Equestria. Luna had seen his dreams; dreams of a destroyed utopia that had been built on the blood, sweat and tears of many and seemingly now lay in ruins at the mercy of an unstoppable force if his dreams were accurate and even that was questionable given how inconsistent they were, as if the dreamer had passed out somehow.

Princess Luna was drawn to nightmares with a desire to sooth them and bring gentle dreams to the slumbering, but this nightmare was as powerful as those that had turned the power she wielded against her and created Nightmare Moon.

“Then we’ll go and find him.” Celestia announced, going over to and opening the window. The strong wind blew her shimmering aurora like hair and tail as she spread her majestic wings before adding. “Guide the way, Luna.”

Together, the regal sisters flew across the night sky, through the driving rain towards the Foal Mountains. They would find out who he was and why his dreams troubled Luna so much.

At the peak of the mountain Canterlot castle was built into a strange figure watched the royal sisters fly into the distance. The figure was unusual beyond anything, a mismatch of animal body parts almost thrown together to create a twisted, chaotic dragon of sorts.

Discord, the spirit of chaos, observed the powerful magical storm as it continued to rage, crackle and glow with its powerful magics. He waved his bear like hand, as if whipping steam off a mirror, and looked through the storm at where it was coming from.

He saw a city, not unlike Manehatten in appearance with glass skyscrapers reaching for the skies, but each district was surrounded by mighty walls topped with blue force fields. It was a city unlike anything that existed in Equestria, inhabited by upright and clothed creatures, some more colourful then others.

It was boring to look at, a peaceful world with little going on, but a sudden explosion from a building with ‘Bank’ written on it caught his attention.

The people nearby ran screaming as smoke and flames poured from the door. A figure walked out of the smoke, flanked by two crazy looking people wearing skulls over their faces and dirty aprons with huge bags slung over their shoulders. The lead, a female Discord guessed, wearing blood red looked around before noticing a figure in the smoke before her.

This figure was tall, clad in form fitting black and red padded armour with a black cape with flame details flowing in the wind, his arms folded. He had slightly tanned skin, almost gleaming blonde hair and wore dark tinted goggles over his eyes.

“Black WildFire!” The woman snorted at him, rage etched across her face as sharp spines erupting from her body.

“Blood Thorn.” He said simply in response. His accent reminded Discord of the Yorkshire ponies. “I’m guessing you don’t want to come peacefully?” Black WildFire asked as well, unfolding his arms as his hands and forearms generated and became engulfed in flames.

The goons flanking Blood Thorn threw what looked like butchers cleavers at Black WildFire, answering his question. He dodged the first and knocked aside the second before throwing a fireball at them. It exploded, sending the goons hurtling back into the bank as Blood Thorn rapidly advanced on the fire wielder.

Blood Thorn swung wildly, an unpractised brawler against a seasoned pro as Black WildFire dodged and replied to her attacks, powerful punches landing against her stomach and winding her before a strike from above knocked her to the floor, unconscious.

Discord looked away from the scene as Black WildFire and some police officers arrested the bank robbers, past the glittering building and saw the crime that infected the city’s many dark alley ways and sidewalks being fought by police and ever more colourful costumed individuals with sparkling powers. Thugs, Militants, Cultists, even Aliens. So much beautiful chaos, hiding just under the happy and shining surface.

He looked down at Canterlot below him, a wide grin spreading across his face. They’d experienced his own personal brand of chaos before, but now he’d seen this world he wanted to introduce them to a very different style of chaos.

One that wasn’t going to be all laughs.

Another Royal Procession

One Month Later – Canterlot

Shining Armour wasn’t a fan of ceremony. He was a soldier, he liked things to be simple and it seemed merely visiting his little sister was far more complicated than it should be.

As Prince of the Crystal Empire, it seemed he couldn’t go anywhere without pomp and ceremony and a lot of ponies willing to line the streets to see him either walk or get driven past them. It was fine at first, he could understand the idea when he married Princess Cadance, but he was starting to tire of it after enduring this sort of thing so many times over the years.

With his commitment to ensuring the Crystal Empire’s security as well as promote it however possible, he rarely got any time to spend with his little sister, the now Princess Twilight Sparkle after Princess Celestia crowned her once she ascended to become an Alicorn but it seemed most of his visits comprised mostly of waving and smiling at crowds.

The career soldier within the strong white unicorn, with ocean blue mane and tail, rebelled as well, wanting rid of the crisp red uniform he wore and to get away from the precession so he could get on with what he was here for.

As well as visiting his sister, he was also here to meet Princess Celestia’s recently appointed military advisor Emissary, who was also effectively taking over Shining’s former role as Captain of the Guard. Celestia had been aiming to improve the Canterlot Guard and the Equestrian Army since the Changeling attack so they didn’t need to entirely rely on the Griffins as they presently did. The Griffin Stewards had been insulted by the idea of not being good enough at first, but both they and Equestria still enjoyed good relations, even if the various Griffin bandit groups continued to cause problems for both countries.

Shining was awoken from the trance he had fallen into while waving for the crowd by the trumpets playing to signal his arrival at the palace. A Guard of Honour stood to attention either side of the long red carpet that led up to the Palace where the regal Princess Celestia was stood, flanked by Princess Twilight Sparkle, a purple Alicorn with dark purple mane and tail with a lighter streak running through both and his ever adorkable little sister on her right and a pony he didn’t recognise on her left.

He presumed this Earth pony was Emissary. He was slightly bigger then Twilight with a brown body and a jet black, slicked back mane. He wore an almost gleaming pearl white suit and trousers with gold details and buttons. His expression was slightly stern and difficult to read.

Shining exited the carriage as the door was held open for him. He knew the soldier who opened the door, but his smile to his former comrade wasn’t returned. Shining knew the soldier was sticking to his duty so put it out of his mind. He was slightly disheartened he couldn’t enjoy time in the mess with his comrades anymore, especially after his satisfyingly messy unofficial stag party.

He observed the soldiers as he walked up the carpet. He was proud of them, their efficiently and pride never in question but he knew their prowess wasn’t exactly perfect. With Equestria rarely engaging in outright war, they’d never really had chance to find out if their tactics and training was good enough. He had to admit, Emissary didn’t look like somepony who had been through a battle as he was absolutely pristine, but that could just mean he was very, very good.

“Welcome back, Prince Shining Armour.” Celestia greeted, bowing slightly to him.

“Thank you for having me, Princess Celestia.” Shining bowed in response before Twilight decided she couldn’t be bothered with ceremony and tackle hugged her brother. She very nearly knocked him off his hooves before he could return her affection, all the while Emissary watched with the same expression.

Twilight let go of him after a moment, remembering herself.

“Sorry.” She giggled before adding. “This is Emissary, by the way.”

“A pleasure, your highness.” He replied, putting a hoof over his chest and bowing.

“Nice to meet you.” Shining smiled before the four of them entered the palace. “How are you finding Canterlot? You’ve not been here long, right?”

“Three weeks. It’s very-” Emissary started, pausing for a moment to find the right words. “different to what I’m familiar with, your highness.”

“Oh yeah? What are you used to.”

“I think the past is irrelevant, majesty. I’m more interested in the future and I believe the soldiers you trained will be more then capable of improving.”

Shining wasn’t entirely sure how to take that remark, but he assumed it wasn’t meant entirely negatively. The four of them entered the palace, walking up the red carpet towards the stairs that was flanked by more soldiers stood to attention.

“I have already outlined a training schedule” Emissary continued. “for a dedicated air force as well as more wide spread us of projectile weapons such as Crossbows and Ballistas. Your defensive training using spears and shields is effective, but you haven’t trained them to truly engage.”

“We’re here to protect Equestria, not conquer anyone.” Shining felt like adding, seeing where Emissary was aiming with his own ‘improvements’.

“I understand that entirely. I don’t register to the school of ‘a good defence is a good offense’, but understanding an attack makes it easier to repel one. I’ve also been reviewing your choice of lieutenants, with a view to possibly-”

“No.” Shining cut Emissary off, which actually caught him slightly off guard.

“If I may, highness, your appointed lieutenants are immature and don’t take their duties seriously.”

“They’re the most dependable and loyal soldiers I’ve ever fought besides and with on a couple occasions and trust me, they take their duties seriously even if they don’t act it.”

Almost as if on cue, Shining saw the very lieutenants they were talking about, stood perfectly still in ridiculous poses at the end of a line of soldiers.

Kittyhawk, Epona VI and Aurora Gaze headed the Pegasus, Earth Pony and Unicorn corps respectively and Shining had known them for his entire military career.

Kittyhawk had been one of his instructors, a gruff old mare with a dusty brown mane and dark green body, she’d long since lost one of her wings in action and was seemingly pretending to be a boat, lying on her belly with her legs stretched out and arced up slightly, her remaining wing upward like a sail.

Epona was the latest in a long family line of top class soldiers and was physically unbeatable; he had a brown body and a pure white mane and tail. Shining had seen him knock down huge wooden doors as if they were nothing more than once, but right now he seemed to be impersonating Discord’s former statue form of a flamboyant singer.

Finally was Aurora Gaze, an exceptionally powerful unicorn Shining had trained and worked with throughout his military career. She had a unique body colour that appeared to change colour from emerald green to purple depending on the light and the angle someone looked at her from, the same effect playing on her mane and tail but in reverse. She seemed to be pretending to be a dog, frozen while scratching her ear with her hind hoof.

These three had been entirely responsible for Shining’s messy, unofficial stag party. He really wished he could remember more of it, though he suspected he’d find out more by simply walking into one of Canterlot’s bars, pubs or clubs and judging the looks he received.

He glanced at Emissary, who didn’t look amused.

“I’ll take your word for it for now, majesty.” Emissary commented dryly.

As Shining looked back, he realised they’d quickly stood back to attention, their wide open eyes following him around as he stepped in front of him.

“You guys couldn’t surprise me if you tried.” He smiled.

“Now that’s a challenge.” Aurora remarked, before pouncing forwards and giving Shining a hug.

“Welcome back, Plinth.” Epona smiled after Aurora let him go, offering a hoof bump. Shining bumped him, feeling like he was bumping a brick wall as he sighed at being called Plinth.

One of Epona’s top soldiers had a serious lisp and when Shining had announced his proposal and someone pointed out he’d be a prince, the idea had echoed around the room until it got to this particular soldier and the name had stuck.

“Missed me, did you?”

“Of course.” Kittyhawk smiled, revealing a few missing teeth. “Stand up straight, lackey, there’s a Prince here.” Kit added to the guard next to her. He was a young Pegasus, about Twilight’s age, with a chestnut body and deep blue mane and tail.

“So this is your poor, unfortunate assistant?”

“He’s working for me, he’s the most fortunate thing there is.” Kit grinned evilly, glancing over at him. Flash opted to mirror the rest of his comrades and remain stood to attention.

“Lackey?” Kit promoted.

“Yes ma’am, I am the most fortunate thing Equestria has ever seen.” He replied after a moment with as little emotion as possible, but Shining could tell he was sighing internally.

“He’s so precious.” She smiled, giving Flash a nudge while the other lieutenants chuckled.

“Speaking of which, didn’t you say you had a student now, Twily?” He decided to ask his sister.

“Sorry I’m late, sorry I’m late!” Came a sudden, panicked cry as another pony rushed over. The red carpet slipped as she ran onto it, causing her to trip and land face first at Shining’s hooves.

Twilight, Shining and the lieutenants laughed as the light blue unicorn with icy blue mane and tail scrambled to her hooves and straightened her starry purple dress with a wide collar. He knew she was called Trixie Lulamoon and she’d once tried to kick Twilight out of and take over Ponyville while under the influence of an item called the Alicorn Amulet. Since Twilight’s ascension to becoming a Princess, she had started looking for potential students and for some reason, Trixie was her first.

“I think that counts as the greatest entrance ever.” Aurora chuckled, Trixie opting to ignore her.

“It’s defiantly up there with Flash Sentry here when he was pushed out of the door straight into Princess Twilight.” Epona added, Flash remaining unmoved but Shining could still tell he was embarrased.

“Prince Shining Armour, it’s nice to meet you.” Trixie said after clearing her throat, acting as if nothing had happened.

“Likewise.” He smiled in response. “How are you finding Twilight as a teacher?”

Trixie glanced over at Twilight for a moment, likely weighing up her response.

“She’s very good.” She offered, grinning awkwardly.

“Acceptable.” Kittyhawk added.

“Passable.” Epona followed.

“Tolerable.” Aurora also added.

“We’re going through all the ‘ables’ now?” Shining grinned.

“It’s conceivable.”

“Well, you can tell me all about it at the feast.” He smiled to Trixie. While the parade drove him mad, the idea of a massive feast for his arrival still appealed.

Spiders in the Ruins

Paragon City - Ruins of Galaxy City

It took a lot to shock Paragon City. The coastal Rhode Island metropolis had endured extra-dimensional invasions, deadly plots for world domination and even the occasional random shower of soy produce from one overly zealous vegan super villain, but every time the city had buckled down and sprang into action to face the foe.

Statesman’s death was a different matter entirely. He was a constant, the greatest symbol of what it meant to be a hero, even if his overly righteous attitude grated with some of the city’s many heroes.
No one ever thought he could die and the hunt for his killer had so far been fruitless. The group he once led, the Freedom Phalanx, were in disarray as Positron tried to keep them together, but the heroes of the city worked hard to try and keep the peace as the various criminal factions became bolder.

Black WildFire, one of the city’s most experienced heroes flew over the city district called Galaxy City. He was taller than the average human and well built, black and flame red form fitting padded armour covering most of his body. His almost shining blonde hair rustled as the wind blew through it as he used his fire powers to create jets of flame for his hands and feet to propel himself through the evening air.

His flight path went alongside one of the city’s war walls, massive concrete walls topped with blue energy barriers that were built during the first Rikti War but no one had ever felt like pulling them down. Turned out that lack of an urge to do so was beneficial as major events could be isolated and dealt with more easily, including a recent event in the district BW flew through.

Galaxy City had once been one of the jewels of Paragon City, but now lay in ruin after a meteorite attack, which filled the zone with alien goo monsters known as Shivans. The Vanguard, an organisation BW had worked for since the second Rikti Invasion two years previous, had been successful cordoning off the area and destroyed the Shivan invaders, but during the chaos the villain organisation Arachnos and a few other criminal groups had attempted to squeeze in and take control or simply loot the place.

This was the main reason BW patrolled the ruins of Galaxy City, but he simply couldn’t see any unusual activity only days after a combined effort to force the criminal factions out. He landed on the surprisingly intact dome of the abandoned arena building, commonly used for heroes to test their metal against each other and radioed his contact.

“Are you sure there’s more Arachnos activity here, Aaron?” He asked, the flame engulfing his arms and legs vanishing.

“Positive, Black WildFire.” Replied Aaron Thiery. He was a top SERAPH scientist working for City Hall and had personally contacted BW with a report of Arachnos troops looting the area. As BW’s powers were scientific in origin, it wasn’t unknown for them to contact him with potential leads.

“They were last sighted around the Arena.” Aaron added.

“Well, I’m stood on top of the Arena and I can’t see anything out of the ordinary.” BW reiterated, noticing the sun glinting off the armour of a squad of Vanguard troops on patrol. Paragon City was a very technologically advanced place and the Vanguard had access to the very best, seeing as most of the tech was adapted from Rikti technology and the Vanguard had been on the front line for both invasions.

“Keep looking, they’re defiantly there.” Aaron urged. “I doubt Longbow was able to root out every nest of Arachnos agents.”

"The day Longbow actually manages to finish something they've started will be the day wearing underpants on the outside becomes anything other then laughable. I'll keep you posted if anything comes up." BW smiled before turning his radio off.

He’d been searching for hours already without much luck and the prospect of continuing didn’t really appeal, but Arachnos wasn’t a threat to be taken lightly. He decided to ask the Vanguard Squad they had seen anything, so he blasted off, arched through the air and landed in front of the squad. For a moment, the squad levelled their weapons at him before realising who he was, their weapons including long rifles, wrist mounted energy blades and even a magic staff.

“Evening, chaps and chapettes. Anything of interesting happening?” BW asked pleasantly as he walked over, lifting his goggles to reveal his blue eyes that seemed to glow in the shadows cast by the late evening sun.

“Negative, operative.” The female sergeant leading the squad answered. “Just a routine patrol.”

“Right, ok. I’ve got word there’s still Arachnos in the area and I was wondering if you’d seen anything.”

“We’ve ousted a group of Vahzilok Mortificator and Cadavars but no Arachnos. We’ll let you know if we find any.”

“Cheers. As you were.” He smiled before walking on, giving them a quick salute as he went by but still keeping his eyes open for anything unusual as he put his goggles back on.

Walking through the ruins of Galaxy City was a sobering experience, seeing a place he’d frequented not more than three months ago in total ruin. He headed towards and up a large flight of stairs leading towards what was Freedom Court, which had been the safest place in the zone.

Being headquarters of Freedom Corp, an organisation set up by Statesman and the first Miss Liberty to help the new generation of heroes communicate and act against new threats, the citizens of the city felt safe here but, naturally, it had been one of the first targets of the Shivan attack. It had never been a particularly appealing building, a single story concrete structure with several basements dedicated to the different hero origin offices, but the sight of the enormous statue of the deceased hero Galaxy Girl, whom the area had been named after always reminded heroes what they could aspire to be, much as the statue of Atlas in Atlas Park.

All that was left of the huge stone statue was her boots, the rest of her shattered to rubble and scattered across the zone. The sight had inspired plenty of young heroes BW had had the honour of working with over his career, but the sight only now served to remind BW that regardless of what they did, they’d only ever really be able to react to a problem rather than prevent it.

He was distracted from his lamenting by a sudden burst of gunfire, coming from the direction he’d just walked. He turned and ran back to the stairs to get a better view and activated his goggle’s zoom function. He could see the Vanguard squad firing upon an unseen target through the broken doors into the Arena.

He reset his goggles and took off, landing behind cover next to the squad leader within moments.

“Your spiders have turned up.” The sergeant offered bluntly, leaning out from cover to take a shot.

“Good. I’m going in.” BW announced, jumping into the air, igniting his feet and hurtling into the open door.

A line of Arachnos soldiers in shining black armoured with red lights and spider leg details stood inside, looking very surprised to see BW flying at them at speed and dived for cover as he aimed his hands forwards and shot plumbs of flames forwards to slow himself and force them into cover.

He landed in the middle of the entrance lobby, which was coated in rubble from the Shivan attack. Plenty of shining black metal crates and evil looking work stations with red holograms dotted the room, making it look even gloomier and less inviting.

The soldiers around him scrabbled to their feet as the Vanguard moved in, the grunt soldiers with their sub-machine guns looking unlikely to put up much resistance against highly trained and well equipped Vanguard soldiers, but it looked like there was more than grunts to worry about.

As a few scientists in black lab coats ran for cover behind the crates, BW saw two soldiers in huge, heavily plated armoured suits stepping forwards. Their intimidating suits were equipped with forearm mounted blades and back packs that each had four long arms arching over their heads, each arm ending in an energy cannon and a sharp blades, the equipment of the fearsome Arachnos Crab Spider. They crouched slightly and leaned forwards, allowing their back pack arms full view of BW as a target before they started firing a stream of energy bolts.

Some heroes had bullet proof skin, others had super reflexes and could dodge enemy fire. BW didn’t have that sort of luxury and opted to get out of the way as fast as possible. Lighting his feet, he rocketed behind cover, taking a few hits before he was safe.

While he wasn’t invulnerable, he did have an enhanced ability to heal his own injuries which flared into life quickly to dull the pain of the hits, though his suit had held up against the shots. After giving his injuries a moment, he rocketed up into the air, channelling fire down his arms as the Crab Spider soldiers watched him get higher into the air before releasing two powerful streams of flames straight at them.

The two soldiers were whooshed off their feet by the attacked and fell over, seemingly out for the count as BW killed the flames he threw. His powers were among the most lethal in the city and if he wasn’t careful with it he could very easily kill those he fought, something he never went out to do.

Satisfied the Crab Spiders had been dealt with, he glanced around the room, seeing the Vanguard soldiers take down the last of the Arachnos soldiers. Vanguard weapons were usually set to stun, but Arachnos would have used full power to kill any potential threats, but fortunately the most significant danger hadn’t been directed at the soldiers.

He landed as the Vanguard started tagging the defeated Arachnos soldiers. With so many potential threats, escorting every single arrested criminal to the police was more hassle then it was worth and cut into time that could be used to prevent other crimes. Utilising teleportation technology stolen from the Rikti, Paragon City had a unique teleportation grid used by heroes, the police and the Vanguard to teleport both critically injured individuals to a medical centre or arrested criminals straight to the Ziggurat Penitentiary in Bricktown for processing using small transporter nodes.

BW surveyed the scene for any more potential threats, spotting a silver armoured soldier jumping out of cover and running for one of the largest crates, holding out a stick like weapon with two blades sticking out of the top of the weapon and flanking an energy gun, similar to the Crab Spider arms, from which he fired several shots at the Vanguard soldiers that all missed.

This individual was an Arbiter, one of the highest ranking troops within Arachnos with links to the organisation’s leader, Lord Recluse himself. He’d likely be able to tell BW what was going on with a bit of coaxing, so he threw a ball of flame at him with the aim of knocking him over with the blast

The Arbiter jumped behind a crate as BW’s shot splashed against the wall where he had just been a second earlier. Not wanting him to escape, BW flew forwards and slide past the crate to a halt, fire powers at the ready before he saw that the Arbiter wasn’t there, but something else was.

What looked like a huge glowing energy ring, roughly ten feet in diameter, floated innocently behind the crates, surrounded by computer equipment. The outer most ring slowly shrunk, replace soon after by another, into the middle through waves of energy that obscured the view of whatever was behind or through it.

“Portal of some kinds?” The sergeant asked as she stopped beside him.

“I’d think so.” BW replied, rubbing his chin. Both the Arbiter and the scientists, who he’d almost completely forgotten about during the fighting, could have gone into these floating energy rings in order to vanish completely, making it highly likely this was a portal of some such.

However, natural portals of any kind were near enough non-existent, so it was also highly likely someone or something had created it. Judging from the equipment around them, Arachnos must have stumbled across it and had been investigating it before they were found.

“Where do you think it goes?” She asked, which caused BW to grin.

“One way to find out.” He replied before turning on his radio. “I’ve found your Spiders in the Arena, Aaron, with a big portal of some such. Tell Portal Corp there’s one here and give them my co-ordinates. I’m going after them.” He informed Aaron, not waiting for a response before jumping through.

Jumping through portals was something BW was familiar with after fighting the Rikti, rescuing scientific expeditions and only a matter of months ago putting an end to the threat of the Praetorians, but while the sensation of displacement felt as it usually did, what he didn’t expect was the feeling of being forcefully physically reorganised.

He had fallen to his hands and knees from surprise as he exited the portal, the split second journey having felt like an age. He looked up from the crouch position he had landed in with an aim to inspect wherever he had immerged, but while he saw he was in an what appeared to be an empty disco with no one in sight, he had noticed out of the corner of his eyes as he looked up that his hands weren’t hands.

He looked at one. What was once a hand was now more akin to a semi-flexible hoof and a quick look at the rest of his body showed it wasn’t just his hands that had changed but his entire body. His knees were reversed with hooves in place of feet, he had a tail which was certainly different and it seemed his face was longer too with a horn sticking out of his forehead. Somehow his suit had also morphed itself as well to fit this new form.

While his body felt natural in its stance of being on all fours, he himself felt odd about being so low to the ground. He pushed with his ‘hands’ to get himself into an upright stance on his ‘legs’ and while he could balance while stood still, his first attempt to walk ended with him falling forwards back into this body’s natural position.

“Well, have it your way.” He mused to himself. If he had to walk like this then so be it, he still had Spiders to catch and return to their own dimension before they caused the locals trouble.

Checking his surroundings more thoroughly, he saw a lot of scrap marks that looked like they were cause by something heavier than speakers. Naturally enough, the marks led towards an open door into what appeared to be an alley, so BW carefully charged after them.

Night time Pursuits

Canterlot - Castle

Shining Armour sat gazing at the sun as it was steadily moved over the horizon, the night sky taking its place as the moon rose. Watching Celestia and Luna exchanging duties as the day ended was always beautiful to behold as the twinkling stars came into view.

Even now, however, he felt a sense of longing. Enjoyable as the feast had been, it still felt wrong to him to be addressed and treated like he was vastly superior to most of the other ponies in the castle. He’d grown up in the streets he could see from the guest room window, a guard in the thick of any action that occurred in the normally peaceful city.

Despite very little action to speak of on his way to becoming Captain of the Guard, the Changeling attack during his wedding and King Sombra's attack on the newly returned Crystal Empire gave him a strange yearning for action. Having the time to settle down with Cadance and sort the Crystal Empire out had been enjoyable and distracted him from the urge, but now there seemed like precious little to do his mind begged him for a good challenge or battle.

“Are you ok, Shining Armour?” Came the familiar voice of his sister from the door. He looked up as she merrily trotted over, as if nothing was wrong.

“Yeah, I’m fine.” He said with a slightly forced smile. “It’s nice to be back.”

“It’s always good to have you back, but you look a bit distant.”

“Do I?”

“Yeah, even the Lieutenants commented on it. Is something wrong?”

“No, seriously, there isn’t anything wrong.” Shining replied, though Twilight just scowled at him. “I’m just fed up, that's all.” He sighed after a moment, looking back out of the window at the stars.

“Is there something wrong with you and Cadance?” She asked, looking worried.

“What? No!” He quickly shot back, amazed Twilight would even think of such a thing. “It’s the fact I can’t do anything without everypony making a massive ceremony out of it.”

“It can’t be that bad. I was in Ponyville a few weeks ago and everypony treated me as they did when I lived there.”

“They already knew you as a pony.”

“Seriously Twily, I’m sick of it. I miss being able to just go out for something as simple as a quiet walk.” He sighed.

“Who says we can’t?” Twilight smiled, magically holding up a pair of hooded cloaks.

***

Twilight teleported herself and Shining Armour outside the castle walls into a darkened, empty street.

Now they were out of the castle, Shining Armour felt at ease and more himself. He was just another pony on the street now, spending time with his little sister, even if the fact they were wearing cloaks would likely draw attention. He was almost giddy with the possibility of things to do and places to go, but it seemed Twilight had something else in mind.

“So what’s really bothering you?” She asked, which nearly stopped Shining in his tracks.

“I already told you. I don’t like the pomp and ceremony.”

“Considering you led most of the ‘pomp and ceremony’ here as Captain of the Guard, I can’t see it being a problem now.”

“I wasn’t the focal point then and I could go and laugh about it later. Now I’m at the centre of the darn thing and have to keep up appearances after as well.”

“Come on, that’s not what’s bothering you.”

“Oh alright, it’s the fact I don’t feel challenged any more.”

“Challenged? How so?”

“There’s nothing for me to do. Cadance does most of the governing which is fine, but besides that there’s nothing.”

“What about the Crystal Empire’s army? Hasn’t that kept you busy?”

“The Crystal Empire’s army is pretty straight forward and they’re disciplined perfectly already. Sometimes I wonder if they have any personality at all.”

“Of course they do.”

“Well, I don’t see it.”

“Come on, Shining Armour, you’re being silly.

“You’re probably right.” He sighed. “I think I just need a good challenge to focus on. The Equestria Games were fun and all, but I really wanted to compete, especially in the jousting.”

“I’m surprised you don’t joust with the Crystal Ponies in training.”

“Oh I’ve tried it, but it’s not all that serious.”

“Wait, somepony’s coming.” Twilight pointed out as another pony came towards them.

The two opted to be quiet as they went by a brown bodied, blonde maned unicorn, carrying a barrel of oranges with his magic.

“Lovely evening, isn’t it?” The unicorn commented as he went by.

“It is, yes.” Twilight replied, careful to make sure her face wasn’t seen.

The unicorn paused out of curiosity and leaned over slightly to get a better look at their faces. Shining was about to pull down his hood and ask the unicorn not to say a word about them before he heard a commotion from the next alley.

Both Twilight and the passing unicorn heard it as well and looked over at the alley entrance as several ponies in black coats, each pulling a cart with several odd looking machines hastily stacked on them, ran out and away from them.

“So things have changed a bit since I left?” Shining mused as he moved forwards to get a better look.

As he and Twilight approached, a pony in silver armour with a black cape backed out, standing on his hind legs and holding a mace like weapon with a bladed head awkwardly in his fore legs, from which he fired what looked like red bolts of magic. A moment later, several ponies in similarly styled black armour backed out of the alley, standing on their hind legs while awkwardly handling small devices with their fore legs that seemed to have been heavily modified and spat small bursts of fire.

Shining had never seen such ponies before, but judging by what they wore they appeared to be soldiers of some sort. The symbol on their chests and backs looked like eight red legs, set out like a bodiless spider.

“Stop what you’re doing, right now!” Twilight ordered just before Shining was about to say exactly the same thing, gaining the attention of the silver armoured stallion.

“Locals! Deal with them!” He barked at the soldiers, prompting several of the black armoured ponies to turn their devices on Shining and Twilight.

The sibling unicorns both generated magic shields with their horns as the black armoured ponies’ devices noisily and rapidly spat pieces of metal at them from the small flames their devices, seemingly weapons, generated. Each shot bounced off their shields, some ricocheting off the buildings surrounding the small road.

A sudden yelp of pain caught their attention and the pair looked back to see the unicorn who’d passed them fall to the floor, his barrel of oranges rolling away and spreading its contents across the road. Whatever the devices were firing, one must have managed to hit him.

Suddenly, as if more confusion needed adding to the situation, a blast of fire exploded in the middle of the soldiers, knocking several of them over and setting two of them alight as their silver armoured leader looked in the direction it had come from.

“Retreat!” The silver armoured lead shouted in panic before turning and running away from Shining and Twilight. The rest of the soldiers broke ranks and ran after him.

“Look after him, I’ll get them!” Shining called to his sister as he gave chase, the fleeing ponies continuing to fire their strange weapons in his direction, though not very accurately. He created an energy shield to deflect the projectiles that came his way as he pursued, the ponies seemingly having difficulty running.

It looked like most of their weight was over their front legs and rather than a smooth movement from front to rear, they used their front legs almost as props while they gained their momentum with their rear legs. Whatever the reason, it made them slower than him and Shining quickly caught the closest one.

He used a beam of magic to whip the legs of the nearest soldier out from under him, causing him to crash to the floor and roll to a halt, unconcious. As he focused on his next target, a ball of fire rocketed past him and hit another of the armoured ponies ahead. He looked away from the blast as it sprayed sparks everywhere and when he looked back, another pony in black had appeared.

This unicorn pony was dressed differently. He was at least as big as Shining was and wore black padded armour with a matching cape and goggles, with red flame details around the legs. His head was the only part of him that wasn’t covered, which was black while his mane and tail was bright blonde. Unusually, his horn matched his hair as opposed to his body.

He didn’t know why he was dressed differently, but it could have meant he was either a commander or some sort of special soldier. Thinking this new stallion was likely more powerful than the rest, he sent a blast of energy straight at the new stallion. The blast knocked him into a building, where he fell to the ground after leaving a deep imprint.

The stallion recovered quickly and hurled a ball of fire towards Shining from his hooves, which was again unusual.Shining formed another energy shield that took the hit, but it immediately shattered on impact as a wave of heat washing over him from the disintegrating fireball.

Shining allowed himself to grin, it was exactly the sort of challenge he was looking for.

The stallion threw another blast of flame at Shining, which splashed off another shield before Shining Armour replied with a volley of magic laser fire from his horn, which the fire stallion dived out of the way of, seemingly trying to get into a crouched position but instead rolling over as he lost balance.

With his opponent on the back hoof, Shining produced another energy barrier and sent it towards him to smash the fire stallion against the wall. Despite laying on the floor, the fire stallion managed to aim his front hooves and sent out two jets of flames against the barrier, holding it back and causing it to break after a few moments, prompting Shining to get out of the way of the attack.

Sensing an opportunity to strike from the side, Shining allowed his momentum to circle him around the fire stallion before leaping forwards to deliver his own strike as his opponent turned towards him. The fire pony seemed able to react, quickly scrabbling to his hooves as a ball of fire was readied in his hooves. As Shining flew forwards, charging magic into his hoof to strike, it seemed that both of their attacks would land at the same time. However, something appeared between them and, in a blast of light, hurled the pair apart.

“Stop!” Shouted Twilight, now stood where the two would have collided had she not intervened.

“Twily, what are you doing?” Shining demanded as he got back to his hooves, not taking his eyes off the fire stallion as he did the same.

“This pony was trying to stop those weird ponies.” She explained.

“He just suddenly appeared and ran with them, so far as I saw.”

“I was trying to stop them!” The fire stallion protested in what sounded like a Yorkshire accent as he lifted his goggles, which Shining hadn’t noticed as they blended in with his body colour, to reveal sky blue eyes that glowed faintly and looked annoyed.

“I assume you know who they are?” Shining asked.

“I do, aye. They’re soldiers of a group called Arachnos, who have the usual plans for world domination and holding the population under their boots.” He explained, walking over to the unconscious soldier Shining had taken dwon, considering what to do with him while the siblings exchanged looks.

“So why haven’t we heard of them?” He asked.

“Because they’re not from here.” The fire pony said, turning back to address them. “Long story short, we’re from an alternative reality. Myself and some Vanguard soldiers stumbled upon their hidey hole and they fled here through a portal they were investigating.”

“You came through a mirror?” Twilight asked, knowing the concept he was talking about.

“Not exactly, more a white hole.”

“But it’s a place where things are different yet still the same, right?”

“Well, to some degree, aye.” He explained, assuming they had a vague idea of the concept. Twilight had told her brother about her experiences through the mirror, so he had a pretty good idea. “I’ve no idea what happened here to make this place so different to my world, but we’ll each have our own counterparts in each world and such. More importantly though, I need to find these guys and take them back before they cause serious trouble.”

“What’s your name, by the way?” Twilight figured she’d better ask.

“Black WildFire, or BW for short.” He said. “How about you two.”

“I’m Twilight Sparkle, this is my big brother Shining Armour.”

“Cool. Now, where does that road lead?” BW asked, gesturing up the road.

“It leads out of the city, but I think I’ve got a better idea.” Twilight smiled as she turned to face the soldier Shining had brought down.

“Gonna question someone unconscious?” BW enquired.

“Not quite but give me a moment. I’ve read about this spell that may let me read his mind and learn where they were going.”

The two stallions watched Twilight as she lowered her horn to touch the helmet of the Arachnos soldier. Neither were totally certain what she was doing as they stood in a slightly awkward silence.

“So, what is this place exactly?” BW asked.

“This is Canterlot, capital city of Equestria.” Shining answered, not sure if he should be surprised or not. Looking around, he noticed an omission. “Where did that unicorn go?”

“I teleported him to the hospital.” Twilight answered, looking curious as she searched the soldier’s mind. “There’s a lot of,” She started as she looked for the right word. “Weird stuff in here.”

“Lots of intimidating black metal buildings?” BW asked.

“Yes. What is that place?”

“If there’s an enormous tower with steel webs around it, that’s the island Grandville in the Rogue Isles, where Arachnos’ maniac leader Lord Recluse sits.”

“Looks really unpleasant.”

“It’s worse than that. I’ve been there a few times to try and loosen Arachnos’ grip on the place without much luck.”

“Think you can speed this up a little, Twily?” Shining asked.

“Oh, alright.” Twilight sighed, disappointed she couldn’t find out more about this place. She refocused and looked for a more recent memory and almost immediately found what she needed. “They’re hiding in the main sewer complex under the parade mile.”

“Any idea what they’re doing?”

“There’s a portal there which, according to his, erm, what should I call him?” Twilight asked BW.

“Man.”

“Right, okay. According to this man’s memory, he was security for scientists investigating portals and there’s another under the mile.”

“Another one? Are portals common here?”

“No, not like this. I’m going back to the castle library and look into this more. I'll take him to the jail as well.”

“Right, we’ll go to the mile.” Shining Armour announced before turning to BW. “Ready?”

“Naturally. Let’s get cracking, matey.”

Rise and Shine

Twilight made her way back through castle after leaving the Arachnos soldier with the somewhat bemused guards in the rarely used dungeon. She had overheard the royal guards talking about how dungeon duty was basically free time to yourself, so the prospect of having to guard a completely unknown enemy soldier took them completely by surprise and ruined the card game they’d been in the middle of.

After they’d given up trying to hide what they were playing, they processed the still unconscious soldier. Once they’d taken all his armour and put him in a cell, Twilight had noticed something significant; the soldier didn’t have a cutie mark. While the soldiers joked about how he could have miraculously gone through his entire life without discovering his talent, Twilight wondered if their world, Primal Earth as she’d learnt from the soldier’s memory, even had destiny in any form.

She mulled the information she’d leant over as she went, trying not to look like she was worried or in a rush. One of the memories was that the soldier had heard someone mention a base in a placed called Atlas Park and it was entirely possible the soldiers they saw fled to this place as it was likely their main base in the city.

Other memories she’d seen were more worrying. Black WildFire was right about Arachnos aiming for world domination, but the poverty those under Arachnos’ rule suffered upset her greatly. They wanted the power without the responsibility, seemingly just like King Sombra.

While it was discomforting to know Arachnos’ vague goal, at least she knew something about them unlike Black WildFire. She knew nothing about him besides the fact he wasn’t allied with Arachnos in anyway, but his exact goal was unknown. She put the thought out of her mind, reminding herself that her brother was accompanying him and should keep him out of trouble, though they’d likely still need backup.

Before heading to the library, she headed to her student’s room. Trixie was living in what used to be Twilight’s own room in the castle when she was Celestia’s student and she’d usually go to bed earlier than other ponies.

“Aw, I had the best prank planned for him too.” Twilight overheard Kittyhawk sigh loudly before she, Epona and Aurora Gaze came around the corner.

“Princess!” Aurora exclaimed, slightly surprised. “Have you seen Shining Armour?”

“I have and he may need your help.” Twilight started, knowing they’d be a good, probably better choice to send as well. “Come with me and I’ll explain everything in Trixie’s room.”

“Trixie? Why her? And why are you wearing a cloak, anyway?”

“I’ll explain in a minute, but first we need to get Trixie.”

Twilight led the Lieutenants down the corridor towards Trixie’s room, trying to remain composed. In all honesty, she was extremely nervous and concerned. While most felt it was misplaced, Twilight had plenty of faith in Trixie and she had been looking for something to test and prove her worth.

She’d never directly asked, but she believed her own mentor, Princess Celestia, had intentionally sent her to face what weren't insignificant challenges to prove her own ability and resourcefulness, which she had done against Nightmare Moon, Discord and King Sombra with the help of her closest friends.

Trixie had been able to perform most of the spells Twilight taught her, if inconsistently. Twilight’s logic was that if Trixie was up against a suitable opponent she’d be able to perform the spell properly and succeed, but now she thought about it, it probably was a good thing she’d found the Lieutenants so they could look after her.

Twilight knocked on Trixie’s door the moment she reached it, hoping her student hadn’t yet gone to sleep. She still wasn’t entirely sure why Trixie preferred to go to bed early, but being well rested was important, she felt.

Twilight knocked again and once again Trixie didn’t answer. As she reached for the handle to open the door, she became aware of something going on behind her and turned around to see the Lieutenants holding what looked like one of the tall, stone plant stands as an impromptu battering ram.

“That won’t be necessary.” Twilight informed them as she opened the door.

The Lieutenants sighed as they returned the stand and Twilight stepped into the dark room. It was always strange to her to be in this room, but the odd feeling of nostalgia would have to wait as she saw Trixie lying in bed, wrapped up in at least two blankets with plenty of pillows.

“Trixie, wake up.” Twilight said simply, shaking her student.

“Go ‘way.” Trixie mumbled, seemingly having been trying to sleep.

“I need you to help me with something urgently.”

“Trixie needs her beauty sleep to be great and powerful.” She mumbled again before rolling over and burying her face in the pillows.

Twilight considered how to get Trixie out of bed before remembering the Lieutenants were right outside the door.

***

Shining Armour charged through the quiet streets towards the Mile, the same long and wide road he was drawn along that day during the procession for his arrival.

His blood was pumping at the idea of some action. Chasing the soldiers and engaging Black WildFire had whet his appetite for battle and he knew there’d be a good battle waiting for him in the sewers under the mile. However, he couldn’t help but get annoyed at his companion as he kept stopping to have a look at things.

“Hey, BW, keep up!” Shining shouted at the hero after he stopped to have a look at another shop.

“Sorry, sorry. Just admiring the place.”

“Different to what you’re used to?”

“To a degree. Reminds me of the Shambles in York near where I grew up.”

Shining scowled at BW.

“Are you calling my hometown a shambles?” He asked, trying to keep his temper even.

“No, the place is actually called the Shambles and this just reminded me of it.”

“Why would it be called that?”

“Christ only knows. Is it much further to this ‘Mile’ place?”

“No, it’s two streets away. Who’s Christ, by the way?”

“Oh, it’d take me ages to explain who he supposedly is, but that can wait until we’ve dealt with the Spiders.”

***

After a lot of screaming, laughter and a few moments to clean up, Twilight regarded the Lieutenants and Trixie in the latter's room. The Lieutenants gave their latest Princess their full attention while Trixie towel dried her mane.

“Right, this is what happened: Me and Shining Armour went for a walk in the streets when we came across a group of soldiers trying to escape someone who called himself Black WildFire. These soldiers were part of a group called Arachnos and both they and Black WildFire come from another dimension called Primal Earth.

“I learnt this by reading the memories of one of the soldiers my brother knocked out that this Arachnos group found a portal to Equestria and they are trying to learn what created it so they can do so themselves.”

“Think they plan to invade?” Epona asked.

“I don’t think so, from what I learned from this soldier’s memory they’re more interested in controlling their world, but I wouldn’t be surprised if they took interest in us afterwards, now they know of us.”

“So where does this Black WildFire chump come into it?” Kittyhawk asked.

“He found Arachnos investigating the portal on Primal Earth and followed them here when they tried to flee. He and Shining Armour went to track them down at their rally point under the Mile leading to the castle.”

“And you trust this stal?” Aurora asked as Trixie threw her towel away.

“I don’t know.” Twilight sighed. “He and Shining Armour fought when my brother mistook him for one of the Arachnos soldiers. He seemed to have really powerful fire magic but my brother’s shields held up against it.”

“Well, he’d have to be quite something to beat Shiney.”

“I doubt either of them were fighting at their hardest, somehow. My brother would have held back as we were in an alley behind houses while Black WildFire isn’t a pony where he comes from. It’s entirely possible his powers may be affected as well.”

“So what is he meant to be like?”

“He and the Arachnos soldiers are Humans.” Twilight answered. Unless she hadn’t listened to her stories, Trixie should know what she meant but the blank looks on the Lieutenants faces told her she’d have to elaborate. “They stand upright on two legs like Spike or Minotaurs. They have manes of hair, usually no tail and sort of flat faces.”

“So they’re ugly?” Epona asked flatly.

“No!” Twilight shot back, slightly surprised by the anger in her voice. “But that’s irrelevant. Basically I want the four of you to go and help my brother and Black WildFire.”

“Well, you’re the Princess, so sure.” Epona said, stretching. “Where'd they go?”

“They headed for the Mile. It seems Arachnos found another portal in the sewers underneath.”

“I’ll go get my lackey.” Kittyhawk added before heading for the door. “Not much I can do with one wing besides bark orders.”

“He has a name.” Twilight pointed out, not happy with the way she addressed Flash Sentry.

“I think of it as his title.” Kitty smiled before vanishing. Twilight just sighed before turning to Trixie.

“Trixie, you may need some armour.”

“Nah, her skull’s thick enough to take anything.” Aurora commented, which Twilight scowled at. “Besides, most of these suits are tailor made to our size.”

“Wait a moment.” Twilight said, her horn generating magic and soon after what looked like a rolled up, dark purple cloth costume of some sort floated quickly into the room and dropped infront of Trixie, followed by a wide brimmed hat. “It’s an old costume I enhanced with an invisibility spell. You should be able to activate it too. Meet me in the middle of the Mile, I need to get some books.”

***

Shining Armour and Black WildFire stepped onto the Mile, eyes open looking for the Arachnos soldiers. They weren’t in sight which wasn’t that surprising, considering the number of times BW had stopped to look at things.

“This is more than a mile long.” BW observed, looking up and down the wide road.

“I imagine it was a mile long when it was named.” Shining answered, considering how Arachnos got into the sewers. Investigating the nearest ponyhole cover didn’t hint at any tampering, but the fourth one they checked looked like it had been forcefully pulled open recently.

“Here we are.” Shining announced, using his magic to lift the ponyhole cover and putting it aside.

“After you.” BW offered, though he didn’t have to as Shining jumped through the hole as the first syllable was escaping his mouth. “Ah, the eager lads.” He mused as a long list of overly eager young heroes he’d met flashed through his mind.

Canterlot was one of the most ornate cities in the world and that design even extended to its sewers. Rather than large pipes that were just assay big enough for a fully grown pony to walk through, Canterlot’s sewers were vast, mirroring the streets above in both width and direction, though always around fifteen feet in height. With the Mile being so wide, two rows of columns ran the whole length of the Mile’s sewer with walk ways on either side to stay out of the sewage.

“Well, this is slightly more interesting than Paragon’s sewers.” BW observed once he’d climbed down, looking around the cavern like sewer.

“What do you mean?”

“I spend more time tracking criminals through sewers then I’d like to remember. Paragon City’s sewers are huge, but they’re not this ornate. It’s almost like Paris’ sewers.”

“Is that good or bad?”

“Depends on your opinion of the French.”

Shining decided not to pursue the conversation further. He was close to the challenge he sort so he pressed on down the walk way. Using a spell to light their way, they both saw marks on the walkway from where something was recently dragged and further ahead they could see something casting off a lot of light.

“This place is weird.” Echoed a voice from ahead, prompting Shining to extinguish his light. “It’s like some sort of cartoon.”

“Do we even have any reason to be here? Are we still waiting for orders? Surely with Statesman dead we should be attacking Paragon City?”

“That’s what I thought, but I’ve heard Lord Recluse has been even more reclusive recently.”

Shining Armour and Black WildFire approached quietly, hoping for something to hide behind as they were completely in the open. As they approached the light, they saw it was indeed a portal with two Arachnos soldiers milling around, seemingly trying to get used to walking on four legs.

“How the hell do you walk like this?” One of the soldiers whined as he wobbled.

“Keep your weight in the middle, you’re practically walking on your front legs.”

“What’s that meant to mean?”

“I’ve been on guard here a few days, you need to try and keep your weight in the middle and take one step at a time. Just count up to four as you walk.

“Look at you and your fancy education.”

“That’s why I’m in charge, so either learn to walk or get back on look out.”

Shining and BW just looked at each other. They’d both expected there to be more in the way of guards and it seemed those they’d pursued had already gone through the portal. As it stood, they had nothing to hide behind except the darkness away from the portal. Cover would have been nice, but with only two to deal with, Shining Armour opted just to charge them.

“There they are! Retreat!” One of the soldiers shouted as the unicorn approached, before they turned and jumped into the portal. Shining didn’t feel like waiting and charged after them.

“Shining, wait! It’s going to be a trap!” BW shouted, though immediately knowing it was far too late as Shining Armour leapt through the portal.

Admittedly, he had done the exact same thing less than an hour earlier, but he had the benefit of a Vanguard squad as backup which now wasn’t available. It was just the pair of them and that would have to do with whatever was on the other side, so BW followed Shining through.

The feeling of his whole body reorganising itself for a fraction of a second hit BW again as he came out of the portal, landing on he feet which had thankfully returned. He didn’t need to look to realise he was human again, but a quick glance revealed they’d defiantly walked into a trap.

They were stood in the middle of a large room, constructed from black metal with red lights illuminating the sinister scene, which had them encircled by Arachnos Crab Spider solders stood ready with their back claw arms all aimed straight at them.

Stood on a gantry that also surrounded the room were more Arachnos soldiers, all armed with submachine guns while the Arbiter they’d pursued stood among them, observing them, holding his cape like he wanted to be a classic vampire. BW restrained himself from attacking as, while he could survive and win thanks to his own accelerated healing, he didn’t know how Shining would hold up.

“Black WildFire, nice of you to drop in.” The Arbiter scoffed. BW just folded his arms, unamused.

“Well you did invite me, Arbiter number eight, one, twelve.” BW replied, plucking a number out of thin air as most Arbiters looked the same to him.

“I am Arbiter Mesten!” The Arbiter shot back, throwing his cape aside dramatically. “Soon to be the greatest Arbiter when I present Lord Recluse with your head.”

“Is he still pissed off about that time me and my mates smashed his power siphoning Web device?”

“No one defies Lord Recluse and lives, hero!” Mesten shot back again, an amused smile on BW’s face as he was living proof to the contrary, before the Arbiter looked over at Shining Armour. The confused look on his face prompted BW to look as well.

All thought of a witty back and forth with Mesten abandoned BW’s mind as he looked at Shining Armour. He wasn’t surprised by the fact he’d taken on a humanoid form, with a well built and muscular pure white body and human hands while some of his pony features remained, namely hooves in place of feet, a tail, mane and unicorn horn, while his face had remained surprisingly similar to how it had been when he was a pony.

The thing that surprised BW the most as Shining maintained his balanced on two legs was the fact his cloak was open, making him look like an exceptionally well groomed flasher.

While the Arachnos soldiers looked at each other, exchanging a chuckle or contemplating their own bodies, Arbiter Mesten cleared his throat and issued;

“Put them in the brig and get that horse man some clothes.”

Belated Backup

“Yep, that looks like a portal to me.” Aurora mused, gazing in awe at the portal in the sewers. It had not taken her, Epona, Kittyhawk and Trixie (who’d refused to wear the costume Twilight gave her) long to find it as the ponyhole Shining Armour and Black WildFire had entered through was still open.

“Well, you have a long history of portal hopping so you’d be the best pony to ask.” Kittyhawk remarked, stepping around to see that it did indeed look identical on the other side.

“Well, my dad did work for the Equestrian Road Maintenance Crew and I had to amuse myself hopping from pot hole to pot hole from time to time.”

“No opinions, Mare-do-well?” Epona asked. Trixie had opted to remain quiet and avoid the Lieutenant’s word games while Flash Sentry had been sent to get armour.

“Surely we should be addressing her as Madam Trixie the Almighty?” Aurora suggested, Trixie keeping her mouth tightly shut and resisting correcting them.

The sound of running hooves was a relief to Trixie as Twilight ran towards them, levitating four books, one of which was open in front of her. Flash Sentry followed her, carrying two large bags.

“Nice to have you here, Princess.” Kittyhawk smiled, bowing slightly as Twilight skidded to a halt. “Did you forget where the Armoury was, Lackey?” She added to Flash as he dropped the bags on the floor with a clang.

“The Armourer needed convincing.” He said through heavy breathing as Aurora opened one of the bags and started pulling out pieces of armour.

“What are those?” Trixie asked looking at the books, hoping to distract attention away from herself.

“They’re Star Swirl the Bearded’s notes on the Crystal Mirror and how he created it.” Twilight answered. “I think I can see where the portal leads without us having to go through up.”

“That’d be really useful.” Aurora commented.

“Just give me a moment and I’ll try the spell.” She added, glancing at Trixie. “Why haven’t you put the costume on?”

“I’m not wearing that.” Trixie answered simply, scowling.

“Why not?” Kittyhawk laughed. “Don’t you want to be a comic book super hero?”

“No.”

“Read tales of awe!” Kittyhawk exclaimed, her voice echoing around the sewer as her hoof slowly moving through the air as if indicating to a name in lights. “Featuring; the Great and Powerful Mare-Do-Well!”

“Joking aside, Trixie,” Epona cut in after a moment. “Princess Twilight said the costume had an invisibility spell on it, it’d be really helpful for scouting out whatever’s on the other side of this portal.”

“Fine, fine!” Trixie almost shouted, grabbing the costume and going behind one of the Arachnos crates to change. Epona and Aurora Gaze were less concerned as they started to put their armour on.

While she did that, Twilight put down the books she’d brought with her and turned her attentions to the portal.

***

BW observed the Arachnos brig through the red energy field that served as the door to his and Shining Armour’s cell, minus his goggles and utility belt.

Wherever they were in Paragon City, Arachnos had managed to build a brig big enough to hold two stories of cells around a large open space where a number of tall, sinister Arbiter Droids and Wolf Spider soldiers patrolled, occasionally shouting abuse at the occupants of the cells.

There were at least twenty four cells from what he could see and each had at least one person in them, all civilians by the looks of things. Perhaps they’d stumbled across the base by accident and been thrown in the brig to keep them quiet.

“So this is Primal Earth?” Shining Armour asked, looking around the room as well. He had a pair of trousers and a t-shirt on under the cloak he’d been wearing when he and BW jumped through the portal.

“A sorry part of it, yeah. It’s not all this bad.”

“I imagine there’ll be a lot of things here that would confuse me.” Shining Armour observed, before looking at BW, who looked back at him.

“I hope I’m not one of them.” BW said, slightly perplexed at the statement.

“You are to a degree.” Shining admitted.

“How so?”

“Your face confuses me especially.” Shining said, which surprised BW enough to make him laugh.

“Now that’s a new insult.” He replied after a moment.

“I mean, you’re called Black WildFire yet your face is sort of white.” Shining said quickly to try and clarify his comment.

“Oh right, that one I’ve been asked a few times. Black WildFire was an alias used by my mentor and then given to me, so I suppose I’m Black WildFire the second.”

“Alias? It’s not your name?” Shining asked. BW looked as if he was about to answer before a look of realisation crossed his face.

“Shining Armour’s your actual name?”

“Yes.”

“Right.” BW smiled, looking both amused and confused. “No family name or ‘owt?”

“Erm, no?”

“Should I assume those are more than funky tattoos on your thighs, then?” BW indicated to where he’d seen Shining Armour’s mark earlier.

“Tattoos?” Shining Armour asked, looking confused at his hip. “That’s my cutie mark.”

“Cutie mark?!” BW laughed.

“It signifies my talents.” Shining explained, unamused by BW’s laughter. Once he’d stopped, he pondered the idea for a moment.

“Do you guys have that done when you realise what you’re good at?”

“No, it just appears when you find what you’re talented at and destined to do.”

“That actually sounds pretty useful. There’s plenty of people in the world wandering around with no idea what to do with their lives.”

“So how do you know what your talents are?” Shining asked.

“I suppose we just find it by luck.” BW shrugged, unsure how to answer. “Anyway, these cells aren’t difficult to break out of.”

“So why haven’t you done so yet?”

“There’s a couple details we need to consider first. Arachnos have plenty of hostages that could be used against us if we break out now, especially with all the security they have.” BW observed, going quiet as one of the guards walked past. Once he’d gone BW continued. “Best thing we can do for the moment is watch their patrol patterns, then we can hit this energy field together to break it faster and ambush them.”

“What about these guys?” Shining Armour asked, indicating to the cell next to them, which seemed to contain an unconscious man in a suit with brown hair. He looked familiar to BW, but he wasn’t sure why.

“Once we’ve cleared the way, we’ll let them out and keep Arachnos occupied elsewhere.”

***

Watching Twilight Sparkle work was either vaguely interesting or boring beyond belief. Seeing her sitting in front of the portal while staring at a book was defiantly in the latter category.

Powerful as she was, Twilight didn’t seem to understand improvisation. Trixie was more than familiar with it, making up her act as she went along, but Twilight had to research every minute detail before she’d be willing to try something. Trixie had tried explaining the idea to Twilight once, but she shot down the suggestion with the most garbled nonsense Trixie had ever heard.

Bored out of her mind, Trixie stood up on her hind legs and tried to stretch the costume she was wearing out a bit. It wasn’t comfortable at all, being tight in rather unfortunate places. She’d dispensed with the cape as it wouldn’t lie across her back properly, the material causing it to slide over her side constantly, while the mast currently hung around her neck so she could actually see. The hat she planned on keeping as it was pretty snazzy.

“Right, here we go.” Twilight suddenly announced as she put the books aside and stood up.

As Twilight focused, magic coursing from her horn around the portal, it started to become see through, showing a rather unpleasant place beyond built from black metal with red lights illuminating the somber scene. Bi-peds in black armour and some in white coats walked around the scene, the latter scribbling notes on clip boards.

The scene through the portal changed from a large room with a lot of people in it to that of a small room with only crates in it. Whatever spell she was using seemed to heavily strain Twilight as she was sweating profusely.

“Princess, are you alright?” Flash asked, pulling a towel out of one of the bags that had formerly contained full body armour which was now worn by Epona and Aurora Gaze, covering even their undersides, hinds and legs.

“I’m ok, thank you.” Twilight breathed, taking the towel and drying her face. She gave it back after a moment and turned to Trixie. “Are you ready?”

“I guess. Seriously though, why me?” Trixie asked, feeling apprehensive. Twilight looked at her for a moment before approaching her and putting her hoof on Trixie’s shoulder.

“I’m trusting you to go because I’m confident in you.” Twilight said sincerely, opting to ignore Kittyhawk passing a few bits to a smiling Epona.

“What about him?” Trixie offered, pointing at Flash Sentry. “Why doesn’t he go?”

“Because I think us weak, defenseless fillies need someone to protect us.” Kittyhawk jokingly swooned. “Besides, we don’t have a spare big stallion so my lackey will have to do.” She added, Flash rolling his eyes seeing as he wasn’t in her view.

“You know the visibility spell, Trixie. The costume will enhance it so you’ll be fine. If you need help, just shout.” Twilight stated, which didn’t fill Trixie with any confidence.

“Right, let’s get going.” Epona suddenly chirped up as he strode past Twilight and towards the portal. He picked Trixie up on the way past, much to her surprise.

“What are you doing!” Trixie exclaimed. “Put Trixie down!”

“Just giving you a helping hoof, but if you insist.” Epona said before hurling Trixie through the portal.

Trixie hit went through head first, initially thinking she’d hit something solid as her face flared with pain for a faction of a second, so quick she wasn’t even sure if she’d felt like she was in pain. Her shoulders and hips seemed to forcefully shift as she moved through the portal as her arms, legs and hooves flared with some of the strangest feelings she’d ever had.

The feelings soon vanished from her mind as the swirling light vanished and a black floor rapidly approached her. She landed face first and slid to a halt about a meter later, falling flat on her front.

Immediately, she put her front overs in place to lift herself, but paused when she saw they were no longer hooves. She looked closely at what had become a hand with three fingers and a thumb, not dissimilar to the baby dragon who worked for Twilight and Trixie honestly couldn’t remember the name of.

She looked around herself to see what else was different and sure enough she was. Her knees had reversed, her hind legs were longer and it seemed her breast was bigger. As she pushed herself up to stand vertically, a pose she was quite comfortable with from her performances, she realised she still had her horn and tail and a quick feel of her face revealed it had largely stayed the same.

The ridiculous costume seemed to have morphed slightly as well and still fit this new bi-pedal form, though it still wasn’t any more comfortable.

As she was about to turn her attention to the room they were in, Epona and Aurora stumbled through the portal and fell flat on their faces. Trixie fought off the urge to laugh as she looked around the gloom, threateningly designed room.

“What in Celestia’s name happened there?” Aurora said under her breath, looking around. “By Starswirl’s beard, what happened to you two?”

“I’ll go with ‘something’ for the time being.” Epona remarked, pushing himself onto his hind legs and looking at his changed form. “This is a complication, but we can’t slow down. Trixie, you scout the place out and shout if you need us.”

“Yeah, great.” Trixie sighed, pulling the mask up over her face and concentrating. She hadn’t mastered the invisibility spell, but immediately she saw that it had worked as her entire body vanished. She waved her ‘hand’ or whatever it was at the lieutenants to see if they responded, which they didn’t. Satisfied, she angled the hat once she found the brim and headed for the door.

“You keep the crates safe.” She said before slowly opening the door.

She noticed the portal vanish as she slowly slipped through the door and closed it gently, seeing a room with a large box like device in the middle. There was a hollow cylinder running through the middle and spinning, emitting blue light as two bi-peds examined a console on the other side of the room.

“The portal’s reappeared!” Trixie hear someone say, seemingly from some sort of radio.

“Told you the egg heads misplaced it.” One of the bi-peds remarked.

Trixie opted to ignore them and headed for an open corridor that led into darkness. The whole place seemed to be pitch black as she carefully moved, trying not to make much noise. A few more bi-peds in armour walked past her with some sort of weird machine floating behind them, but she opted to just keep moving.

After getting lost twice, Trixie came across an enormous room. Several bi-ped soldiers guarded the two floors which were lined with red magic barriers that seemed to be the doors to some sort of cells. She was slightly more familiar with dungeons then she’d like after a few botched shows, but this sort of dungeon didn’t seem particularly well designed.

The nearest cell seemed to have someone unconscious laying in it, but the next cell had two discussing something, one of which appeared to be the Prince.

***

“I don’t think we can wait much longer.” BW mused, watching the guards patrol.

“And what do you suggest? Blasting our way out?” Shining Armour asked, not looking amused.

“Yep, are you ready?” BW asked, moving to the middle of the cell and activating his fire powers, which engulfed his fore arms.

“Ready enough.” Shining Armour replied after a moment, stepping behind BW in case he was going to throw something explosive.

BW raised his hand and pointed it at the energy matrix that made up the door, but something caught his eye. He quickly deactivated his powers and focused on what he’d perceived to be there.

“Hello?” Came a voice from outside the energy matrix from what appeared to be nothing at all.

“Trixie?” Shining exclaimed as quietly as he could when he recognized the voice.

“It is Trixie.”

“One of yours?” BW asked.

“Technically no. She’s my sister’s student.”

“I am the Great and Powerful Trixie and don’t forget it.”

“Full of yourself, aren’t you.” BW smiled, moving to lean against the wall next to the energy matrix. He couldn’t tell exactly where she was and didn’t want to draw any more attention than he had to.

“You should be grateful of Trixie for she has come to your rescue.”

“I’ll be grateful once I’m out as I have a feeling you’ve no idea how to do that.”

“Trixie will find a way.”

“Are you alone?” Shining asked.

“Your idiot lieutenants Aurora Gaze and Epona are by the portal. I’m scouting the place out.”

“They won’t know what they’ve let themselves in for.” Shining mused, rubbing his chin.

“Actually, it presents us a better option than simply blasting our way out.” BW smiled. “Listen carefully Trixie, I’m going to tell you how you can flip this base on its head.”

There's always a quicker option

Trixie guessed her way around the dark and dingy Arachnos base, hoping she didn’t end up lost again despite it’s supposed small size. Avoiding the patrolling black armoured bi-peds, mechanical spiders and floating ‘things’ proved to be a continued hindrance as Trixie tried to squeeze up against a wall without knocking anything or falling over, which was a challenge in itself.

Eventually, she found her way back to where she had entered the base and looked up at what she now knew was a power generator. The lieutenants would still be in the store room to the side and would probably be fitter for this sort of task, so Trixie snuck over and carefully eased the door open.

As she rounded the door, she saw Epona and Aurora Gaze at the ready to strike down an enemy.

“Trixie?” Epona asked, having seen ‘nothing’ push the door open.

“It is.” She said, closing the door and becoming visible again. She saw two bi-peds in a pile at the far wall, likely unfortunate enough to have found the Lieutenants.

“Let me guess, you got lost.” Aurora asked, looking unamused.

“Actually no, I found them.” Trixie smiled, feeling superior after smashing their likely low expectations.

“Where are they?” Epona asked.

“In some sort of prison cell. The stallion the prince was with told me to turn off the power generator, which is in the next room.”

“So that’s what all those lights are about.” Epona mused, stepping past Trixie and carefully opening the door. He peered out to see that the coast was clear, adding; “Clear outside.”

The three ponies left the store room and looked at the strange device. It was still buzzing and whirring away, but the individuals working on it had left or were now unconscious in the store room.

“How do we turn this thing off, then?” Epona asked, turning to Trixie.

Trixie ran the instructions over in her mind again, looking around for what could pass for a control console before a flash of light caught her attention. Epona and Flash looked around as well to see Aurora had aimed her horn at the generator, which was now split in two and sewing sparks in all directions.

“I think that should do it.” She smiled innocently as an alarm wailed into life.

***

Shining Armour watched BW pace back and forth at the front of the cell, the pair of them waiting for their opportunity. He was under no delusion about how long this would likely take and was fully ready to pounce once the energy matrix baring the cell was down.

Two of the guards had recently left, replaced by two more small spider drones which should be quicker to deal with but had more firepower to utilise against them as each had two machine guns mounted on either side of the body. Still, they were fortunate Arachnos hadn’t assigned more advanced weapons to this area, such as the Crab Spider soldiers. The three guards, four spider drones and two floating drones called Arbiter drones wouldn’t take long to take down.

As BW turn around to pace back across the cell again the alarm went off and caused him to stop in place. While it could mean anything, there was little chance of it not having something to do with Trixie, Epona or Aurora Gaze, so they had to act.

“Now!” BW shouted at Shining Armour as he spun in front of the flickering door and aimed his flaming arm.

Shining Armour blasted the door with a bolt of magic from his horn at the same moment BW blasted the door with fire, the energy matrix instantly failing under the strain.

In the confusion of the alarms and sudden prison break the guards didn’t know where to look. Within seconds BW leapt out of the cell and started peppering them with fire bolts until all three fell.

While he was busy, Shining Armour grabbed the thin, pointy legs that hung under the nearest Arbiter drone and swung it against the wall, the block like head shattering on impact as the small spider drones turn and started to fire.

Shining Armour generated a barrier in front of himself that rippled as each bullet ricocheted off it. BW, however, was taking several hits as he ran up to the nearest spider drone and kicked it at the remaining Arbiter drone, the latter shattering as the former passed through, which then smashed to pieces against the wall.

BW, his armour having absorbed the hits, then immediately turned on the remaining spider drones and blasted them with intense heat, hot enough for Shining to feel through his shield as he watched the spiders melt.

Shining Armour dropped his shield as BW extinguished his flames before reaching down and snapping the gun off the side of one of the melted drones. As he did so Shining saw one of the downed soldiers get up and aim his gun. Immediately, Shining grabbed one of the shattered pieces of the floating drone and threw it at the soldier, striking him on the helmet and knocking him out.

“Nice shot, cheers! Use this.” BW shouted, wrenching the side of the drone off and casting it towards Shining Armour. “Use this.”

He caught the large spiral shaped piece, which was quite thick and looked capable of withstanding the attacks of the drones and soldiers. A rounded hook on the back where the gun had been mounted looked like a perfect handle, so Shining Armour decided to use it as a make shift shield, which BW seemingly intended.

“You hold this place down, I’ll go find the others.” BW instructed before running off down one of the corridors, grabbing his goggles and belt from a container by the door.

Shining Armour allowed himself to smirk, slightly amused at being given a point blank order after spending so long giving them. It was probably for the better as BW would likely be able to guess his way around the base faster.

He turned his attention to the room and saw all the cell doors had deactivated and the prisoners, seemingly all very shaken civilians, were now free. Their clothing was less visually flashy and looked more comfortable to wear then BW’s form fitting body armour. He assumed these ‘humans’ were more prudent then Ponies as they were all fully dressed.

“Matthew!” One of the civilians, a mare he presumed, shouted as she ran into the cell that had been next to his own. The man inside was stirring, finally regaining consciousness.

Shining went over to check on him, stepping around the melted slag that had once been a spider drone that had now become part of the floor.

“Thank god you’re alive!” The mare cried as she hugged the now conscious man. He didn’t seem to have much strength to say or do anything, but as Shining Armour kneeled down his face lit up.

“You, you’re a hero, right?” The man asked, seemingly desperate to inform someone of something he’d learnt.

“No,” Shining answered truthfully. “but Black WildFire’s here.”

“I have to find him, quickly.” The man said, trying to get to his feet but immediately falling in pain, the mare supporting him.

“Calm down. What’s wrong?”

“It’s Aaron Thiery. He’s the reason Arachnos are here in Atlas Park.”

***

Aurora Gaze projected a barrier across the corridor, inching it forwards as she advanced with Epona alongside her and Trixie hiding in the shadows somewhere. This Arachnos group had sent several soldiers when the alarms went off, most armed with small weapons while two of them in hulking body armour had some sort of back pack with additional, claw like arms arching over their heads.

All of them were firing their weapons upon Aurora’s barrier and she was struggling to keep it up. Their only real option was to get Epona in close and allow him to do what he does best. He’d found an armed himself with a mace like weapon they’d found in the store room to give him an extra edge.

“Ready?” Aurora asked as the barrier came within a meter of the Arachnos line, which was starting to shuffle away.

“Naturally.” Epona grinned, readying to charge.

“Go!” She instructed, pushing the barrier forwards to knock the front line off their feet as Epona charged.

The confusion was enough for him to get in, using the mace to life and hurl the nearest soldier into the closet claw armed soldier. He side stepped around the barrel of the weapon a cape wearing soldier had and swung the mace at his mid-riff, knocking him into the wall.

Meanwhile, Aurora dispelled the barrier and started firing magic from her horn, most of which caused huge flashes of light that disorientated the soldiers, though they did start firing wildly.

Still, even with the four to one disadvantage they had Aurora was surprised when Epona took the last soldier down. As the last one hit the floor, another bi-ped in black armour with flame red details, a cape and bright blonde hair ran around the corner at the end of the corridor and slid to a halt.

“Looks like you guys didn’t need my help.” He observed, lifting a pair of dark goggles up to reveal his blue eyes.

“Identify yourself!” Epona commanded, pointing the mace at the new comer.

“Whoa there, I’m a friend. I’m Black WildFire.”

“Ah, so you’re the Prince’s friend.” Aurora smiled as Epona lowered the mace, but didn’t take his eyes off him.

“Yeah. He’s around the corner keeping an eye on the civilians Arachnos rounded up for some reason. I came to find you.”

“Awesome, let’s go find him. I’m Aurora, by the way. Stoic here’s Epona.”

“Where’s Trixie?” BW asked, looking around as he pulled a small plastic box of some sort out of his belt. Aurora rolled her eyes.

“You can come out of your hidey hole now, Trix!” She shouted towards the power generator room. Trixie’s head popped around the corner almost immediately. “We’re going to join Shining Armour.” Aurora instructed.

“Are they all gone yet?” She asked as BW aimed the small box, large enough to fit in his hand with a small barrel sticking over the top at the downed soldiers and squeezed it. It made a loud snapping noise each time and fired a small plastic pellet with a pin on the end and stuck into the armour of the soldiers.

As he put the device, the pellets started to pulse with light and suddenly the soldiers disappeared in flash, leaving Aurora, Epona and Trixie perplexed.

“Not yet,” BW smiled as if nothing had happend. “But we have what’s left cornered. Base doesn’t seem very big and I took out a few on my way here, so there can’t be more than ten or so left.”

“Then Trixie shall aid you.” She said, walking down the corridor.

“That’ll be a first.” Aurora smiled as the group headed back the way BW came. “How did you do that, anyway?”

“I’ll explain later, but they’re not dead if you’re worried about that.” BW replied.

It took no time at all to return to the brig and the moment they appeared Shining Armour approached.

“BW, do you know an Aaron Thiery?” Shining Armour asked immediately, looking serious.

“Yeah. Why?” BW asked, taking the box from his belt and ‘tagging’ the soldiers he and Shining Armour had defeated earlier, who subsequently disappeared.

Shining Armour paused for a moment, looking at where the soldiers had been before turning to BW for an answer.

“I’ll explain later.”

“Ok. According to FBSA Agent Matthew Habashy here, Aaron Thiery is responsible for Arachnos being here.”

“What makes you say that?” BW asked, turning to Matthew as he was still supported by his wife.

“He was present during my interrogation, when the Arbiter wanted to know how I learnt of this place.”

BW turned away, thinking hard as he stroked his chin and taking a few paces.

“It’s strange,” Matthew continued. “Aaron has a hell of an employment record within SERAPH, he’s even one of their top scientists. Why would he be involved with Arachnos?”

“I don’t know, but we’re going to find out.” BW stated simply.

Tactical Risks

With the civilians shepherded out into what turned out to be Atlas Park’s warehouse district, the group made their way into the only part of the base they hadn’t seen.

BW’s goggles had a heat vision mode built in, which was largely redundant considering his powers, but did at least confirm what numbers Arachnos had left in the base. The last room was protected by a line of eight soldiers with three Crab Spider soldiers behind them. The Arbiter, who BW had forgotten the name of, appeared to be having a heated rant at another figure who BW recognised as Aaron Theiry.

“Right, they have the perfect killing field set up.” BW informed the four ponies, the more military trained of those were checking what armour they had while the other tried not to be noticed.

“So around that corner and down the corridor?” Shining Armour asked, considering poking his head out to look but thinking better of it. “Shouldn’t be a problem.”

“Shouldn’t be no. Between the three of you you’ve dealt with quite a few. Another twelve shouldn’t be a problem.”

“What are they rocking?” Aurora asked. The group paused for a moment to work out what she meant.

“Eight grunts and three crabs. The Arbiter’s in their too, but he shouldn’t be any more difficult.”

“Not a big deal,” Shining Armour commented. “But with that ‘killing field’ as you put it we’ll need a distraction. I think I’ve got an idea but it will need everyone.” Shining Armour raised his voice slightly to make sure one particular member of their group didn’t trying to slink off.

***

Trixie had never been more terrified in her life. She thought being thrown through a portal to somewhere she had no idea bout was scary enough, as was when the Ursa Minor was baring down on her, but slowly creeping towards a line of ‘Humans’ with weapons all trained in her general direction was beyond it all.

The plan was simple. She’d slip past the front line, cause a distraction and BW would shoot in, followed by the others. The chaos would destroy any co-ordinated defence efforts and allow them to take down Arachnos easily.

That still required her to go in alone, with no real way to defend herself and eleven angry weapons pointed in her direction. She had to concentrate to keep the invisibility spell on her costume active, which was proving difficult as her fear kept imagining that they’d hear her hoofsteps.

Slowly, slowly, slowly she got closer to the line, almost sliding her hooves over the floor rather than fully stepping.

“What are they waiting for?” One of the soldiers commented, his weapon shaking slightly.

“I don’t know. I don’t like it when Heroes plan.” Another commented.

“This is Black WildFire we’re up against. He’s not the planning sort so it must have something to do with those weird people he’s with.

“Quit your yapping and keep your eyes on that corridor!” The silver armoured soldier, the Arbiter, shouted from behind the line. The soldiers jumped and re-focused their sights down the corridor, still unaware of the terrified pony frozen to the spot infront of them.

Almost out of panic Trixie hurried her pace and stepped around the line of soldiers, not really wanting to be in their immediate line of fire if things went wrong. Everything Twilight had told her about her brother inspired terrific confidence in him, but right now that meant little to her.

It appeared the line of soldiers were guarding a store room with no other exits, the storage crates positioned out of any real order, almost as if they’d thought about created a barricade initially.

The precariously positioned crates behind the Arbiter, who looked frustrated at an unmoved human she assumed was Aaron Theiry, seemed to be her best bet for causing a distraction, so she carefully crept over to them as her heart continued to pound.

Once in a better position, she momentarily thought about how she’d knock the top most crate down before remembering she was a unicorn. Quickly she created a magic aura around the crate and pushed it, making a loud scraping as it moved.

“What’s that?” One of the soldiers asked, looking. Trixie’s blood ran cold as she realised she couldn’t maintain the cloaking spell as well as move something and her heart practically stopped when she heard the Arbiter shout.

“Intruder! Kill her!”

Almost as if that was the cue they’d been waiting for, Trixie heard an explosion down the corridor where the corner was. She and the soldiers looked to see Black WildFire, enveloped in fire, hurtled into their midst and sending the front line flying like skittles.

As the rest of the ponies charged into the confused defenders, the silver armoured Arbiter turned back to Trixie, casting his cape open to reveal a mace and charging at her. Uncertain what to do, she covered her face with her front hooves or hands or whatever they were called as her horn charged with magic. She screwed her eyes shut before her horn let out an enormous boom, magic blasting forwards and sending the Arbiter rocketing across the room at the far wall.

“You’re not human, are you.” Aaron stated to Trixie, looking back at her after watching the Arbiter's arc into the wall.

Trixie moved her arms away to see what she had done, not realising the question was directed at her. Her heart was still pounding and her nerves on edge, though a stray laser bolt brought her back to her senses as she jumped out of the way of another.

She got behind some cover, followed shortly by Aaron.

“I assume you saved Habashy, given that you're here now.” Aaron stated, though Trixie didn’t know what he was talking about. “I also assume that he told you that he saw me. I asked them to spare Habashy's life. While a coward for most of his life, Habashy took a stand, due to the example Black WildFire set for him. And so, I decided to have his life intertwined with his choice. Had not of you decided to show up or were killed, then he too would have been killed.”

“What are you talking about?” Trixie asked between gasps for breath to try and calm herself.

“Isn’t it obvious? I set this up. Shortly you comrades will soundly defeat them, bringing an end to all of this, returning Atlas Park to its former peace.”

“Why? Why did you do that?”

Aaron regarded Trixie, taking a few guesses about her from the shape of her face under the mask and her tail.

“I’m guessing you’re not from this dimension, you don’t know what it’s like to live fearing for your life from so many evil gangs and organisations and hoping a hero will always be there to save you. But the heroes of this city have become complacent. Too many ignore their calling, their duty, and go in search of glory. Those with power who should act sit on the side lines and let people suffer.”

“What about him?” Trixie asked having climbed back to her feet or hooves or whatever they were, indicating to BW as he knocked away an overhead strike from a Crab Spider before blasting it across the room.

“An exception to the rule, I’m afraid.” Aaron stated, which made Trixie suspicious. “But even he’s turned his nose up to so called ‘petty crime’.”

“An exception? Trixie thinks that’s an excuse.”

“An excuse? Someone had to show them what they were missing behind their blinkers.”

“Are you meant to be the good guy because of it?”

“I do not believe I am the good guy in this situation. Arachnos was a means to an end, a method to help wake up the heroes of this city, to remind them of their true calling.

“Heroes will remember, for some time, that they must always be vigilant. That no part of the city is completely safe. They will stand and protect others, putting their own petty views or laziness behind them.

“And you yourself have become a product of this. If it were not for the destruction of Galaxy, for the Arachnos intervention, would you have been stirred to action? To use your abilities for the good of mankind?”

Trixie wasn’t entirely sure how to answer that speech, especially the last part, her utterly confused expression hidden behind her mask. While she tried to figure out what to say, Aaron looked over at the fight as it came to an end.

“I have a request before they finish.” Aaron stated as the Arbiter was backed into a corner by Shining Armour.

“Erm, what is it?”

“Kill me.”

“What?!”

“Kill me. What I’ve done is unforgivable; even if it will open other’s eyes.”

Trixie looked past Aaron at the others as they finished fighting. Shining Armour had knocked one of the Crab Spiders into Epona, who floored him with a well-placed punch while BW and Aurora Gaze had taken down the remaining soldiers.

“Trixie has been many things, but she is not a killer.” Trixie stated as the others turned their attention to her and Aaron. He sighed as BW stormed up to him, his eyes furious as he raised his goggles.

“You’ve got one minute to explain yourself.” BW demanded of Aaron, coming to a halt just out of reach of the scientist.

Aaron regarded BW, mulling over his words while trying to stand tall against someone a foot taller than him, but Trixie answered before him.

“He thinks you’re lazy.” She stated simply. Aaron sighed explosively.

“Heroes have become complacent. You ignore so many crimes, thinking they’re beneath you. I want to remind you that you have to be vigilant at all times, or this will happen.”

“Yet you brought them in?” BW asked after a moment of stunned silence, gesturing to the unconscious Arachnos soldiers.

“It was the only way to make you see the truth. Many started out just like you, I am sure; eyes full of wonder, your heart bursting with the desire to save the city, the state, the country, the world. But how many times can you do this? Once? Twice?

“It will eventually wear down on you, and you will give in to apathy, like so many others before you. And then, someone like myself will come along and help reawaken you.”

The two humans stood silent, BW with fury in his eyes while Aaron stood ready for whatever would happen. The ponies were sure the hero would strike the man for what seemed to be a massive insult, but instead he just sighed in disappointment.

“You truly are a moron, Aaron.” BW stated, shaking his head in disappointment. “You’ve put people’s lives in danger and, in an ironic twist that really doesn’t help that American sterotype, distracted heroes from the very crimes you’re trying to alert them to. You could have come and raised your concerns with us yourself.”

“Do you really think any hero group in this city would have listened? Actions speak far louder than words.”

“We’re far more receptive then you clearly think, but you would have gotten away with just being ridiculed at worst. Now, you’re going straight to the Zig as a poster child of the self-righteous fool.”

The group came to a halt when hurried boot steps drew their attention from down the corridor as a group of men and women in tight fitted red and white costumes rushed towards them, weapons at the ready. Shining Armour could see they were disciplined soldiers from how they were lined up but their weapons didn’t seem stylised like Arachnos’ were.

“Speak of the devil.” BW mused, shaking his head before raising his goggles.

The newly assembled soldiers parted as a woman walked through. She was tall and elegant with long blonde hair, wearing a blue dress which had a red hue around the neck and down the arms where she wore white gloves that matched her knee high boots. She had gold shoulder pads and belt, to which was strapped a small sword while her eyes were covered by a red mask.

“What’s the situation?” She asked of BW as she approached, looking serious and sounding authoritative, though still much shorter then him.

“Situation is Spiders in the woodwork, Libby.” BW answered in a less serious manner, as if he was explaining a child’s misdemeanour. Aaron just kept a straight face. “Aaron Thiery here helped sneak them in while we were busy dealing with Galaxy City.”

“Who are they?” The woman asked, indicating to the humanised ponies.

“A few extra-dimensional mates of mine. Seems Arachnos stumbled across a natural portal to their dimension when they set up shop. There’s one in the Galaxy City arena too which the Vanguard is keeping an eye on.”

The woman walked pasted BW, straightening up her costume slightly as she approached Shining Armour. Everyone paused a moment in surprise as the crate Trixie attempted to move earlier finally fell, fortunately not hitting anyone.

“Welcome to Primal Earth. My name is Ms Liberty and I command Longbow.” She said pleasantly with a smile after a moment of surprise, offering her hand to shake. Shining Armour noticed BW roll his eyes, seemingly not having much respect for the woman.

“Prince Shining Armour.” He introduced, shaking her hand. “These are Lieutenants Epona and Aurora Gaze and this is-” He paused for a moment as he got to Trixie, considering what to call her. “The Mysterious Mare-do-Well.”

The lieutenants laughed while BW smirked out of confusion more than anything else. Trixie didn’t look particularly amused through her mask.

“I’m very sorry for any trouble Arachnos caused on your world, but rest assured we’ll make sure it won’t happen again.” Ms Liberty continued. BW raised an eyebrow, which suggested to Shining Armour that Longbow wasn’t the most efficient military unit on Primal Earth, or at least in BW’s opinion.

“You know what, Libby,” BW started, walking over to stand next to her. “This base is all they’ve seen of Primal Earth so far. I’m going to show them we’re more than a few dark, unpleasant metal corridors with red lights.”

“I would happily show them around the city.”

“Actually, I can do that. I’m pretty sure Longbow’s leader has more to do than being a tour guide after what happened in Galaxy.”

“Very well, just don’t start filling their heads with your opinions. They should be allowed to create their own.”

Ms Liberty turned away from BW and supervised the Longbow soldiers, not seeing BW’s disapproving look as he lowered his goggles.

“You don’t mind escorting this guy to the Zig, do you?” BW asked one of the Longbow soldiers.

“What’s he done?”

“He let Arachnos in.”

“I see. We’ll take care of him.”

“Thank you.” BW said simply, waiting for Aaron to be cuffed and securied before turning to the ponies. “Let’s get out of here.” He said, nodding towards the corridor.

The ponies followed him in a slightly unsure silence from what they’d just seen and heard and they had plenty of questions.

“I take it you’re not friends?” Epona asked, drawing level with the enormously tall human.

“We were, but it seems being the one to take on any and all threats was more important to her.”

“I take it it’s a long story?”

“A very long story that needs a hell of a lot of context. She means well, but you don’t find many more self-righteousness people then her.”

The group exited the warehouse fairly quickly and followed BW along the roads. They were beyond anything they had seen in Equestria, more advanced in every way as motorised carriages zoomed past, mighty buildings and walls towered over them and what they assumed were other heroes soared through the sky.

Plenty of other humans, less extravagantly dressed then BW walked the streets, many stopping to stare and take pictures as they went by. A young human even asked BW to sign his scrap book as they exited the ware house area and entered a park, something he was happy to do before excusing himself.

As they reached the other side of the part, something more magnificent came into view. Upon a massive plaza stood a huge statue of a human carrying a globe on his shoulders and back. A large, official building stood behind it while more and more heroes seemed to congregate under the statue.

“Ladies, Gentlemen, or whatever it is you call yourselves;” BW said, turning to them. “Welcome to Atlas Park.”