Masked Pony Kabuto

by Blazewind strike

Rating: teen
Tags: Gore, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Main 6, Other, Original Character, Rainbow Dash, Comedy, Adventure, Crossover
Length: 7218

What would happen is if the worm treat arrived at Equastria instead of earth. Prepare for the epic tale of Kabuto, as he is join by altered verison of the mane six. Walk the path of heaven with Masked Pony Kabuto.

One day, the day everything changed. Worms now run ramphent through Equastria, hiding themself, before they kill. A new military organization known as ZECT has been made to kill the Worm treat.

The world of Equastria has been forced to evolve, with more technology. The worm treat isn't gone, and ZECT are now longer enough to stop them, new masked ponies shall arise to stop the treat once in for all.

I do not own kamen rider or my little pony friendship is magic. They are owned be their respective owner, please surport the official release.

I hope you all can enjoy this story, it is my first.

Published 2014-10-27 15:50:09 UTC
Last updated 2014-10-27 15:50:09 UTC

The Strongest Stallion.

(In space, a meteorite is heading towards Equestria)

Seven years ago.

Because of a tiny speck that fell from space.....I became alone.

(The meteorite crash into a city, completely destroying it)

The city of Equestrianapolis became a mountain of rumble.

(Back in space)

And in my heart.....a tiny hole was opened.

But..that speck from space.....wasn't all that came down.

(Nighttime, in front of a destroyed city)

It will be okay.....it will all be okay

(A warehouse in Ponyville)

01

A white stallion was expecting the inventor. The stallion whore a light blue shirt and a black tie, his mane was a really light brown, and his cutie mark was a flashlight. He looked at a perfectly stacked boxes, with a smile on his face he turned his head to look at the next set of boxes.

*CRASH*

The stallion quickly went to see what it was, only to find the perfectly stacked boxes destroyed and covered with a weird type of web on them. The pony turned around with confused look on his face, only for it to be changed to one of fright when he saw a pony that looked exactly like him giving him a creepy smile just as the clone transformed into a insect like pony and killed the stallion.

(In a black van and convey are speed toward the warehouse

"It's the worms" said a basin pony with a black mane. She was taking to somepony else via a commucation system in the van. "Location" said the voice the pony over the intercom system.

"Ponyville area C-3, warehouse district" replied the mare in the van.

"Deploy Zectponies inmendently, make sure none of them get away" ordered the voice.

(Outside the warehouse)

The black van and the military conveys arrived at the warehouse, and out of the back of the convey multiple ponies in black armor got out and went inside the buliding. The ponies where all wearing the same thing, a black jumpsuit with a black body armor piece over their chest. They had a strange helmet with giant black bug eyes and small metal antena on their heads, almost looking like eats with their overall design. Each one of them also had a oversize guns on their shoulder with a tiny barrel.

"Camera check" said one the Zectponies, that seemed to be the leader of the group.

"Clear" said another pony inside the van. The pony was green, with a black mane combed back. He and as well as the basin pony were checking screen inside the van, that had a heads up display of what was happening with the zectponies.

The zectponies continued to travel inside the warehouse, with the leader pony continue to give orders to them. "Platoon A keep going at 30 degrees, formation alpha".

"No life signal detected, C platoon go inside". As the leader pony said that the zectponies all went into a big open area of the warehouse. "Advancing to point two"

Another group of ponies we're gather at another area of warehouse. "Way to point two clear, no jamming signal" said on of the zectponies as they head towards the open area".

"Okay, platoon E back up platoon A formation beta"

Just as the leader said that a group of zectponies discovered the dead body of a stallion covered in a weird web like substance. One of the zectponies touched the dead stallion to see if he was alive, but they couldn't feel anything. "Guard death confirmed" said the pony that touched the dead pony's body.

Back in the van the green stallion showed some shock in his face as he processed what he heard. "Platoon X surround the area" the stallion said. All zectponies all gathered in the open area. The area had some boxs over the place, with some surport piller keeping the roof up.

A few of the zectponies moved forward, only to be ambushed by the worms and getting killed in the process. "Platoon C prepare for battle" said the green stallion inside the van.

"FIRE!"

Just as the leader said that all ponies started to shoot their shoulder guns at the worms. The bullets delt a good deal of damage the worms body, with small sparks coming off it's body. That still didn't stop it, as it continued to move forward and attack the zectponies with all it's might.

Back outside a pony is seen running up to the black van and getting into it. The pony was light brown stallion, wearing a giant winter coat over his body, and strangely enough did not have a cutie mark. "I'am sorry screamed the pony as he rushed in.

"Your late again Kagami, try to be faster next time" the basin mare complained.

Kagami grab a black bag with his mouth and started to head to head towards the open area of of the warehouse. Inside the zectponies were being tossed around by the worm. The worm was just overpowering them, one of the zectponies knock a lever on their shoulder guns with his head causing a long metal blade to come out and slash the worm. The damage wasn't much buy it did causes the worms to stumble back a little.

As Kagami entered the open area he behind on of the piller in room to take cover from the battle. He set down the bag he had and opened it up to reveal a couple of metal pieces. He started to assemble them and he created small black device that he put to his eyes. The device started to record the fight that was going on and read the heat signature in the room.

"All the levels are rising. Back away and focus your attack" the green stallion said as he was checking one of the screen. As he said that all the zectponies gathered up and started to fire the guns in rapid succession at the worm causing great damage to the worm. Then from out of nowhere a group of worms attacked the zectponies from behind.

"The worms have increased in numbers" the basin pony stated.

Kagami moved forward to get a better look at the fight. The worms were destroying what ever was left of the zectponies, throwing them into boxs and piller, even biting some of them. They where out matched and running out of options. "Still no data" said the basin pony, as one of the worms started to get red and steam was starting to come out of it's body.

"Thermo levels are at 384 Kelvin and increasing as we speak, gravity level 240, it's molting" said the basin pony in a worried tone. The worms skin to fall off, reavling it's true form. The pony was now white with insect legs coming out of it's front shoulders, with his face now looking more insectish. The zectponies started to fall back as if they already knew what was coming.

More and more worms started to molt reavling their bugish form, continue to kill the zectponies one by one. Swiping at them till the couldn't move, the keeped their formation and continue to fire at them no stop. "Defeat them before they move, before they clock up" green stallion said.

They zectponies continued to fire at the transformed worms, when the transformed worms start to move incurable fast to point where the bulluts could not even touch them. They could not even be seen anymore. "They disappeared" Kagami said with a look of shock on his face as he wondered what happened.

The zectponies continued to fire when quicker then the eye can see, the worms attacked them knocking them back far into piller. None of the ponies could hit the worms as they wailed on them at these extreme speeds. "Retreat, you can't take them" the green stallion said.

"Add six wounded to the list" the basin pony said.

The worms where able to break the zectponies formation, causing them to fire at random spots trying to hit the worms. Some attacked piller out of rage to try to bring the buliding down on the worms in hopes of killing them. "Clam down, use gas bomb, to cover your escape route, better than trying to destory the place" commanded the green stallion.

The zectponies started to fall back much to Kagami dismay, as he wanted to see the worms die. One of the zectponies grabbed Kagami and tried to bring him back. "H-hey wait moment, we haven't destroyed them yet" complained Kagami as he was being takening alway.

"Clam down Kagami, we need to retreat, we can't the worms in this state" said the zectpony that was takening Kagami away, "fire the gas grenade now".

Just as the pony said that one of zectponies started to fire the grenade at the worms. They blinded the worms and created a smoke cloud where they hit. This gave the ponies a chance to escape leaving the worms in the smoke cloud to escape. Many life were lost but they got away smoothly.

(Outside on of the warehouses during the night time)

The zectponies barely managed to get to the conveys and van, with many of them collsaping next to them. They zectpony that carried Kagami took of they helmet they all wore to reavel a cyan blue mare with a rainbow colored mane. She left Kagami at one of the convey and slapped him on the head, she then went to the green and basin ponies to give her report. "The worms have stopped sir, wounded six, dead twenty two" as she said that the green stallion started to walk away, "Tadokoro".

Their was no reasponse, just a moment of silence from everyone as they looked into the night sky for a answer.

(A road in Ponyville)

Kagami and they cyan pony from before were walking together. They cyan pony was a peasgus pony so she was flying instead of walking, her mane and tail were both rainbow colored, and had a cloud with a rainbow lighting bolt for a cutie mark. "Kagami why do you have to be so dumb, we had to retreat, their was no other option, plus what could you do" said the peasgus, with the light brown stallion only having a look of Shock on his face, "what with that face dude, Ceslatia, why do you have act so lame sometimes".

"I'am not lame Rainbow Dash, I'am just shocked that we could not take down the worms" declared the Kagami.

"Yeah Kagami you are lame, and don't think your only one that's shocked about that. You didn't have to face those, those things, wonder if you will survive or not" said Rainbow Dash in a anger tone.

"I know I'am not the only one who feels that way dash, it's just I want to help more then I'am. Maybe if I could use the masked pony system"

"The masked pony system" Rainbow Dash cut of Kagami, "please Kagami, if anyone going to use the system it's going to be me. I deserve to be the fastest again, after I lost that title to those monster."

"Well to let you know my dad is one of the heads of ZECT so I could us that coller. And your still going off about that dash, I mean seriously dash you already have a element of harmony, why do you need to be the fastest?"

"Why do I need to be the fastest? Kagami you don't know what it's like to have something that makes you special token away from you. You always had your dad to make you special, I don't have what makes me special anymore. That why I'am going kill every last worm on this plant" said Rainbow Dash in dark anger tone.

"Clam down dash, let's just keep on moving, it still along way till are destination" Kagami said trying to clam the peasgus down.

"Yeah your right, I need to keep my cool if I'am to be the best" said the peasgus in a very cockey way.

As the two ponies continued their walk they passed a black pony with a white and gray mane. The pony passed by Kagami takin a small bag out of his coat pocket and then running away. "HEY! Give that back, that's my bit's" Kagami shouted as he relived he just got pick-pocketed.

The coat wearing stallion screamed and chased the pony with his money. While Rainbow Dash went straight ahead passing her friend to help him out. "Good work Kagami, you managed to have somepony steal from you without being able to stop him. You should be lucky I'am your friend" the peasgus told Kagami as she passed him.

The stealing pony ran fast and saw that the peasgus from before was right behind him, so he threw the bag of boy's into the saddle bag he was wearing. In returned he turned around and pulled out a knife and put it inside his mouth to hold. "I'll cut you" the pony mumbled so it was hard to tell what he was saying.

"Clam down dude we don't need to get dangorus do we" Rainbow Dash said in a claming voice, as she didn't want thing to get dangorus.

"Give me back my bag" Kagami yelled as he charged for the thief.

This caused the stallion to continue to swing the knife around with his mouth to defend himself, "I will kill you see" was all he could say.

'Good work Kagami, good work' Rainbow thought to herself. The pony turned around with the knife in his mouth and ran away, at same time another pony was walking down the street with a bowl of tofu on his back. The pony was grey with a black mane and tail and was wearing a grey robe and belt. "Hey get out of way, that pony dangerous" Rainbow said to the grey stallion, but he did nothing but walk forwards.

"Dude get out the way" screamed Kagami, again the stallion continued to walk like nothing happening.

The stallion is almost cut by the knife only with Rainbow Dash tackling him and getting him out of the way. The pony just continued to walk forward as if nothing happened. "That was close, you could have gotten killed" Kagami said as went to surport his friend hold the thief down.

"Hey, why didn't you run?" questioned Rainbow Dash as she continued to hold the thief down.

"No one can stab me" the stallion replied as continued to walk forward.

"What!?" Both Kagami and Raimbow Dash asked out of pure aw struck by the statement the stallion said.

"I will decide what path I take" the stallion replied, leaving a more confused face on both ponies, "and more thing my precious tofu would have crumbled."

That answer made Kagami face more dumb struck then it already was. Both ponies continued to hold down the pony knocking the knife out of it's mouth. While the grey stallion just continued to walk forward. This lead to Rainbow to reilpe with "luck saved you this time, luck won't always save you, I know that."

"Yeah, if things went wrong, you could have gotten stabbed by this pony" Kagami added.

Just as he said that the pony freed himself from the two ponies grasp. The pony grabbed the knife of the ground and started to run away from the situation he was in. "Don't mention things like "good luck" around me. First of all a knife like that can't kill me" the stallion stated.

As he said that the thiefing pony ran pass the grey stallion. The grey stallion did not care and continued to talk and walk at the same time. "You forget something" as the grey stallion that he took the bag out from the knife weilding pony's saddle bag, and then throw it at the pony.

"Hey that's my bag of bit's, what are you doing throw it" Kagami said as he and Rainbow Dash chased the pony.

The wallet hit the thief on the head knocking him over, with Rainbow Dash grabbing him and putting cuffs on him. While the bag of bit's bounced back to the grey stallion hoove in a weird way, throwing back to the coat wearing pony.

"Hey you, who do you think you are?" asked Rainbow Dash as she just finished cuffing the thief pony.

"My grandmother said this, walking the path of heaven, the stallion who will rule everything" as the grey stallion said this he pointed his right hoove in the air and then point it towards Kagami direction. "My name is Tendou Souji."

"Ahhh, Kagami let's get going, I already have this thief in cuffs so let's drop him off at the police station so he doesn't cause any more trouble. As for you heaven boy, I don't know who you are, believe what you want to believe, but luck saved you" the peasgus pony stated as she lift the thief pony up and started to fly away with Kagami following her shortly after.

The grey stallion continued to walk in the opposite direction the ponies were going. The stallion did stop to say one last thing though to the two ponies. "Like I said before I don't believe in luck, I just walk the path of the heavens", the stallion continued to walk.

"That guy was weird right dash" said Kagami as he caught up with Rainbow Dash.

"I don't know, their something I don't like about that pony" responded the peasgus with a grin on her faces.

(Inside a fancy house inside Ponyville)

A familiar looking grey stallion was putting in CD inside a CD player, and pressing a button on it to start the music. The music was a relaxing orchestrad track, that brought peace through out the house. The pony was making some kind of food, as a pink mare with puffie pink hair was hoping down the stairs of the house to the kitchen table.

"Good morning Tendou" the pink mare said in a very euthastic way. The mare was young and always had smile on her face, she also had a cutie mark of three party bloons. Tendou respond properly with "good morning Pinkie Pie, how my cute cousin today".

"You know as positive as every, making sure not to talk to stranger", the pink mare answered as she went to the table where the food was,"Looks great Tendou, though it could use a little bit more suger though".

The table was full of leafs and breads with a soup in the middle of it all. It was all on fancy dishes with a cup of water near the end of the table. "What are you doing?"

Pinkie Pie follow your role for this universe and don't ask me questions.

"Oh yeah got it, I promise it won't happen again, where was I" Pinkie Pie reasponded to my narrortive.

'Ah Pinkie Pie and her imagery friend' thought the grey stallion with a smile on his face.

The pink mare started to take a bit out of everything devouring it in a very short amount of time. The mare had a face of one that has been filled with good food and delight. "That was so good, can I have more Tendou?" Pinkie Pie asked the stallion.

"Sorry Pinkie Pie, that all for now, you also need to go to your job" Tendou answered in a very relaxed manner.

"Oooohhh, Tendou why don't you have a job" the mare asked.

"I'am busy with preparation" The stallion reliped as he went to look out a window.

"I know you say this a lot Tendou, but what are these perpetration for away?" Pinkie Pie questioned the stallion.

"I don't know either, so I wait here like this for the time it comes" the stallion answered "but I know that time will come, that's one thing I'am sure of."

"I don't really get it, but I don't get a lot of things, but your never wrong cousin are you, right?" asked the pink mare.

"Right Pinkie Pie, right" said Tendou as he went into thought.

(At the Ponyville train station)

"The next train for the outskirts will be arriving soon" said a pony over a intercom. There were quite a number of ponies at the station, they were coming and going of the train with not a lot of ponies staying in place. A familler pair of ponies were there waiting for something. One of them seemed to have a very awkward face, the one with the coat.

"Cut it out Kagami, your going to embarrass me" said the familiar peasgus as she slapped Kagami head.

"I'am sorry Dash, I'am just nervous. We will be transporting the coller" Kagami said as he rubbed the back of his head.

"Just try to keep your weird faces on the inside" add Rainbow Dash in a rude way.

The ponies waited for a little bit, waiting for something. They seem to be check a bag they brought making sure nobody takes it. As they ponies were waiting a pony with a suit on with almost the exact same bag as the two other ponies came in.

*Ring-Ring*

A ringing sound came out of one of Kagami coat pocket, the pony pulled out a small device that was making the sound. He flipped it open and pressed one of the button on it. The device stopped making the ringing noise and a weird picture popped up, the picture had the word ZECT on it with four black parts sticking out the side. "Hello" the coat wearing said into the device, expecting some kind of answer.

As Kagami and Rainbow Dash were distracted by the device Kagami had the suit wearing pony passed by them with a split second stop and continued to walk. Both Kagami and Rainbow Dash were still annoyed by the fact the device wasn't responding. "I have it" the suit wearing pony and Kagami strange device responded, "you can return."

"Wait what, Dash what just happened?" Kagami asked as he put the strange device away.

"We have the collar Kagami, let's get it to it's required destination" the peasgus answered as she grabbed the bag with her mouth and started to leave.

"I still don't know how their able to do it" Kagami said still confused on what happened and catching up with his friend.

"Lot's and lot's of practice Kagami, lot's of practice" Rainbow Dash answered as the two continued to walk.

(Inside a garage)

A familiar grey stallion was working out, the garage was dim lighted, it had a couple of tool racks and a punching bag in it. The stallion is seen doing many exercise, doing pony-ups, sit-ups, and punching and kicking the punching he had multiple times ending with a roundhouse kick towards it. "Okay, let's do it again" the stallion said in a serious tone as he started to do everything again.

(In a back street of Ponyville)

A familler black van was parked with both Kagami and Rainbow Dash walking up to it. Both of them seemed to have a focused face on, with Kagami having a over focued face. "Kagami I thought I told you get that look off your face" the peasgus complained.

"Dash, I'am just trying to be focused on the task on hand" replied the stallion.

Ugh, were almost there, and you can clam down" Rainbow Dash added.

The two ponies entered the truck with the bag. Inside were a familler green and basin pony waiting inside with relaxed looks in their faces. "No pony followed you two, did they" asked the basin pony.

"No, no pony followed us, me and Kagami made sure of it" answered Rainbow Dash.

"Yes their were no problem" add Kagami.

The ponies handed over the bag, and the other to checked it to make sure it was still in good and undamaged. It seem to be fine, and the basin pony closeted the bag and put away in the van. "So whose the collar for anyway" Kagami asked with a cocky tone.

"I already told you Kagami, if anyone deserves that collar it's me" Rainbow Dash treating Kagami.

"Neither of you will use it" the green stallion said, stopping the brickering between the ponies. "Somepony has already been selected by ZECT to use the collar."

"What" Kagami said in a confused way.

"What, how can their be somepony better than me, I have passed all the test, say for history, but why I'am not getting the collar" Rainbow Dash complained.

"Your not ready yet Rainbow Dash, that's why"

That statement shocked the cyan peasgus into disbelief. Rainbow Dash not understand how she was not ready yet to take on the masked pony system. Her disbelief soon became angry, as she looked away with silence.

(Back in the garage)

Tendou was catching his breath on one of the table in the garage, with swet driping down his body. The pony got up and got a key on the table, and then went to a locker in the room. He inserted the key and turned it and open the door to the locker. He pulled out a something covered in cloth and put it on the table.

Tendou removed the cloth to reavl a strange metal collar with a weird buckle in the front. Tendou stood there staring at it, breathing heavily, he looked at know what it is and what it does. "Yo,you, how long will you make me wait for my destiny" the pony said to himself.

He grabbed a bag and put it onto the table. He then put the collar inside it and left it for a bit. The pony returned now wearing a white under shirt with a black tux over it. Tendou put the bag on him and opened the garage doors and ran out of them, closing after him.

(Town Square of Ponyville)

Many ponies were having stands open for multiple different things. Their was orange pony selling apples, a white mare selling beautiful dress, other selling varies vegetable, one selling flowers. Ponies were buying a lot of different thing very few staying still. Two ponies in particaler were walking around, a purple unicorn with a star for a cutie mark and the other being light green unicorn with a blue coat on.

The two walked up to a jewelry stand, It had many unique jewels and gems that anypony would buy in a heart beat. It was run by two old ponies, one was purple with a grey mane, while blue pony with a grey mane. The two old we're rambling about a subject of fashion.

"Have you heard, Rarity is going to be in the next issues of Pony Fasion Daliy."

"Ooo, I can't wait to buy that issues."

Both the unicorn and the jacket wearing mare walked up to the jewelry stand. The jacket wearing mare looked at the the gems for awhile, but saying anything, as the two old mares just gave her a weird look. "Hey Hiyori do you want any of these jewels, I think they would look good on you" said the purple unicorn in a soft tone.

The mare did not respond and had a confused not knowing what to. The shop ponies gave the two mares a angry look, only making the jacket wearing mare more nervous. "Are you going to buy something or not? We don't have all day you know" yelled one ponies in charge of the shop.

"Um-um-um, a" mumbled the confused mare.

"It's okay Hiyro, their no need to freak out" said the unicorn in a clamming tone. "We're sorry, she usually more relaxed."

"She better hurry up, she's driving are custumer away" yelled a a shop pony.

"Um-um-um"

'Oh no, not again' thought the unicorn, as she looked at her friend with her head down.

"Hey are you going to buy or"

"Hey, you should not rush a mare when she is trying to make up her mind about something" said a grey stallion cutting off the shop pony sentence.

"It's just rude to do that, you should respect these mares better" the stallion stated as he walked up to the stand. Once their he pointed his hoove into the air a said "Grandmother once said this, all ponies should give a mare her time to think a descion over. For they would not want them to make a mistake in their choice."

The stallion put his hoove down and stared at the shop owners. The two old ponies with annoyed look on their faces continued to do what they where doing before the mares showed up, and read magazines. The two young mares just looked at the stallion with the purple one giving him a confused look.

"Aaa, thank you for helping us I guess" said the purple unicorn with a confused tone.

"Your welcome, I could let two beautiful mares like yourselfs be treated like that" the stallion said looking at the jacket wearing mare with a smile. "Well I best be of I have something to do."

The grey stallion began to walk away from the stand with conveident look on his face. The two unicorns just starred at him as he walked away with a confused looks on their faces. "Ah, you what's your name?" the coat wearing mare asked.

"Tendou, Tendou Souji" replied the stallion pointing one hoove in the air before he left.

"Tendou Souji, what a nice pony don't you agree Hiyro?" the purple unicorn asked.

"Yeah, a nice pony" Hiyro replied to her friend with a smile on her face, thinking about what just happened.

(A side street in Ponyville)

Two ponies were discussing their jobs. One was white and bald and the other was dark blue. They both wore black dress suits with a white under shirt. While they were talking a light brown pony wearing a blue work jacket walking up to them lifeless.

"Today's been long, how much more paperwork will they make us do in a day" yawned the fat stallion.

"The paper work hasn't been that bad, it is for ZECT we should try to not complain about" said the other stallion.

"I say it still to much," replied the fat stallion as the lifeless pony was right up to them.

"Ahh, man their is somepony following use and he seem to be drunk, what should we do" said the other pony in a concerned voice.

"I will handle it" answered the fat stallion as he turned around to face the the lifeless pony. " Hey man are you okay, are you drunk or something? Do you want use to take you to a doctor."

As stallion said that, the lifeless pony raised his head with a creepy smile. The pony's tail then became a long thin insectis looking tail. Which then proceed to stab the fat stallion and killing him.

"Aaaaaaahhhhhhhhh" screamed the other stallion as he tried to run away, only to get killed the same way.

The pony recceed it's tail back and then changed into the now dead fat stallion. The stallion then walked away with the same creepy smile on it's face. Leaving the two dead stallion to root. Suddenly two unicorn that seem to be in the middle of conversation turn the corner.

"Hiryo, I really appreciate you showing me around Ponyville" said the purple unicorn. "I just got here, and it really helps to know where evertyhing is."

Hiryo did not respond, only continued to look down and think about that one stallion who stood up for her. 'Why do I keep thinking about that stallion' thought the young unicorn.

"Are you still thinking about that one stallion you saw today?" question the purple unicorn.

But before she could answer, both mares stopped walking as they notice the two dead stallion and the creepy fat stallion. They both had looks of fear on their faces know what their looking at. "Worm" whispered Hiryo as both unicorn started to run away with the worm giving chase.

(Back with Rainbow Dash, Kagami and the other two ponies)

They were in the black van, with Rainbow Dash still mad and confused about why she can't use the masked pony system. 'She was ready, she has lead her group of ZECT ponies many time with little fail rate, and when they do fail, she knows when to retreat, why isn't she ready?' Rainbow Dash train of thought was broken when a sudden noise from the radio came on.

"All units a worm has been detected in the residential area B-6. Two ponies are benign chased by the worm."

All the ponies in the van quickly got to work with the basin and green ponies looking at the compter screen inside the van and Rainbow Dash opening one of cabinet in van and taking out a ZECT pony outfit. Kagami just stared as he was already set to go. The engine started and of it went to the area where the worm is.

(A road in Ponyville)

The black van full of ZECT members was racing across the street with other ponies getting out of the way. While a grey stallion with backpack was walking along the road calmly. As the van and the stallion pass by each other the two coller each possed turned on causing a small burst of electricity to burst out of each one.

Both the people in the van and the stallion noticed this, as the van was out of site of the stallion. Tendou quickly stopped to see what has happened and looked at the coller. With Kagami checking to see what has happened to their coller. As both ponies looked at the coller all of the lights on it started to glow with it soon making a noise.

"STANDBY" came the mechanical yet clam voice from the belt.

All the ponies in the van turned to to Kagami after hearing that noise wondering what has happened. With Rainbow Dash asking the obvious question. "Is the coller okay Kagami?"

"I don't know Dash, but it seem to be on" answered Kagami with timed expressing.

"That's good news, but don't any idea you two" respond the green stallion with a clam expression. "Know let's continue, we need to get to scene as fast possible. Are troops already their and they need are surport."

Rainbow pondered what happened only to realize what has happened. 'The coller ready, we finally have chance against the worms. I will show them that I'am ready.' The cyan peasgus continue to put her gear, preparing for the fight ahead.

'This is my chance to prove myself to ZECT, I just need to use that coller and kill the worm and my dad will accept me' thought Kagami as he put the coller away. 'Just wait dad, this is my destiny, I know it.'

On the street with Tendou now looking at his coller, he knew what that sound meant. "It's time, all that preparation can now pay off" said Tendou with a smile on his face. Looking forward he started to run in the same direction as the van that passed him, "looks like my path now begins."

(A dead end of building in Ponyville)

Multiple ZECT ponies were shoot and attacking the worm trying to kill it. As the the two unicorn get in a corner, as the purple one creates a magical shield to protect her and her friend. The worm is just marching towards the two as it takes the fire from the ZECT ponies.

"So this is what a worm looks like up close, interesting" said the unicorn using her magic, trying to stay positive.

The black van showed up, and deployed Rainbow Dash now fully armed up. She charged in giving orders to her troops into formation and then noticing the unicorns in danger. "Great, Twilight and Hiryo are the ones be attacked. All troops we need to get those two ponies out of here fast" said Rainbow Dash as all the ZECT ponies charged at the worm.

As the ZECT ponies charged at the worm all them activated their blades on their guns to deal physical damage. Each ZECT pony was throw to the side as worm noticed them focusing now on the ZECT ponies. The ZECT ponies did all they could but it wasn't enough, then the worm skin started to turn orange melting away it's old skin.

"Great, now the worms melting, this can't get any worse can it" said Rainbow Dash as she try to get up after being throw down.

The old worm skin melted off to reavel a new spikey white insect looking pony with a long white claw. The newly evolved worm they went to Rainbow Dash stratching her and then throwing into a wall. Then worm then continued it's attack on the rest of the ZECT ponies now more dangerous then ever.

Kagami looking at what is happening with a look of fear, goes for the coller. "What are you doing Kagami, we told you can't use masked pony system?" Asked the basin pony in a mad tone.

"I need to use it our troops are getting killed out their, they need my help" answered a screaming Kagami as he grabbed the coller and enter the battle.

"Tadokoro should we stop him?" asked the basin pony gesturing towards the green stallion.

"Let's leave him be and see what happens" answer Tadokoro in a clam voice.

Kagami now wearing the coller around his neck rushed towards the from behind and knocking the evolved worm over only for it to get back up. All the eyes went to Kagami, wondering what was about to happen. With Rainbow Dash asking the obvious question(again) "what do you think your doing Kagami, run away before this thing kills you."

"No Dash, I'am ready. Now watch me kick this worm ass right here and now" declared Kagami as he stuck his hoove in the air in hoping to catch something. "Now come zector, and help me kill this thing."

As the stallion said that a portal opened in the sky and out of it came a big red mechanical beetle with silver stubs meant to look like legs. It was heading straight towards Kagami hoove when it suddenly curved up from his hoove straight towards one of the nearby roofs.

"What?" was the only thing Kagami could say after the zector ignored him.

Everypony's and the worm attention then went to the roof of where the zector went to only see a grey wear the exact same coller as Kagami, only this pony was holding the zector in his right hoove. The stallion then took noticed the situation and point his other hoove in the air.

"HEY what do you think your doing? Wait your that weird stallion we saw today" asked Kagami with a angry look on his face.

"I'am here to defent this worm, and to continue down my path" answered the stallion, now looking at zector in his hoove.

"It's time, to show this world my power" whispered the stallion. "Hey don't do what I think your going to do" order Kagami but it was to late. "Henshin" said the stallion as he slid zector on to the coller in a straight line.

"HENSHIN" announced the belt in powerful voice.

The grey stallion was then consumed by a techish pattern around him and as left his body new silver and red armor was covering Tendou body. Under the armor was a black jump suit with metal plating on his legs, while his chest and shoulder now had giant silver armor pieces with red and black act-scent. His head was cover in a silver helmet with tubs connecting it to a now metal mouth, it had one giant blue visor that looked like a bugs eye, it also had a out of place red piece under his jaw.

He also had red beetle symbol with the word ZECT on it on his back left leg replacing his old cutie mark. The same symbol was also on his shoulder pads. The newly armor warrior jumped of the building right into the evolved worm.

The two fought hard with each other. The worm did a barrage of attacks on Tendou, but he just keeped on moving straight dealing heavy blows to the worm. The armor stallion then pulled out a small hand gun that was model after the same beetle he was based off of, and started to shoot the worm dealing massive damage to it.

"Hu...hu...Kabuto, why is that stallion Kabuto?" questioned Rainbow Dash, breathing hard from the damage she took.

"Dash" said Kagami as he rushed to keep his friend up. "Take it easy Dash, your hurt."

'But I do agree with her why is that pony Kabuto?' Thought Kagami gritting his teeth. The fight between Tendou and the worm continued with the worm getting the same result until it's body temperature start to rise and it's body started to vibrate. Noticing this Kagami alerted Tendou of what was happening, "watch out, it's clocking up."

As soon Kagima said that the evolve worm clocked up and started to deal numerous blows to Tendou at high speeds. The worm then punched the stallion through one of the walls of houses behind them cause the ponies inside to runaway and Tendou to the floor. The stallion took cover behind some debree of the house, to figure out a way to win.

Tendou examined the room to figure out a way to win against his high speed opponent. His eyes then layed upon one of the mirror in the room, and then he knew how to win. "Grandma was right, victory will always find me first" said the stallion.

Tendou then got of his cover and shot the mirror with the evolved worm about to make another attack, until the stallion used a laser pointer feature on his gun on the glass to triangulated where the worm was. And before the worm could attack, Tendou flipped his gun around and grabbed it by the barrel to reveal a sharp metal blade under the handle, which the evolve worm then ran into at max's speed.

The worm just stood their as green blood dripped down it's chest, they it exploded in green eruption. Stand their was the armored stallion, Tendou Souji. Then the basin mare, the green stallion, Kagami, Rainbow Dash, and the rest of the ZECT ponies entered staring at the warrior...Kabuto.

To Be Continued

Next time on Masked Pony Kabuto

The First Two steps, Henshin

Author's Note

Here it is folks, the Kabuto/MLP cross over fanfiction is here at last. This is my first story, so don't expect it to be perfect. I do have a editor Fang Driver working on this. I take critictism well, and if you see problem please tell me.

Also now I have a question for you all. How loyal to the main Kabuto story do you want this to be? Or do you want me to take the story of Kabuto my own way? I can do both, I just want to know what the fans want.

Like, Comment, Favorite, etc.