Brainiac scoffed as she blasted another drone out of the air. This was getting tiresome, every time she seemed to be closer to recovering her memories from her old body she'd either hit a dead end or the data was too fragmented to piece together. "They just HAD to make it difficult to open up." She whispered to herself as she tore open a drone that came a bit too close to her. "I am just... so close. I just need a break through, and with it I'll finally find out who I am.... and where my sister is."

She ripped the drone open she pulled out what was essentially it's core; a small, spherical red capsule with several wires coming out of it. Smirking, she unplugged three of the wires and plugged them into the nodes on her forehead. "All right you little Spybot, tell me everything you know..." She whispered as she started scanning every data bank that the drone had in it. It wasn't much, but that was to be expected. It seemed whoever sent them after her knew she'd come after for them and made sure to cover up their tracks, right down to the very little details....

However a small glimmer of hope shined through when she traced the drones seemingly masked signal right back to its source, and one word popped up;

[Cadmus]

Meanwhile in another city, Red X smirked behind her mask as she slammed her foot down on the stallion's face. "Now then, this can go two ways: One; I break every bone in your body and then you tell me who sent you to capture me. Two..." She pulled something out of her utility belt and held it in front of his face, revealing a syringe filled with Xenothium. "...I give you a little injection of this stuff… and wait for the results."

"Y-you're bullshitting me! Y-you wouldn't use that!" The stallion said, the fear evident in his voice. Red X just smiled evilly as she brought the syringe closer to him.

"Oh just try me asshole."

The stallion shivered in fear as she brought the syringe closer. "ALRIGHT FINE! I'LL TALK! I'LL TALK!!" He screamed in terror. "It was Cadmus! They needed me to bring you in!"

".... so it's them. I've been waiting for an excuse to break into that place for a damn long time." She growled as she squirted the syringe, causing the stallion to scream in agony... only to reveal it was just water with red dye in it. "You're so fucking easy to trick." She chuckled before kicking him in the face, knocking him out cold.

[Four Hours Later]

Brainiac landed in a dark hallway, it had taken her a while but she'd found it; Cadmus HQ.

While it would bring her nothing but joy to obliterate this place until there were nothing but ashes, she had to show restraint, after all, there was a reason she was here.... however as she exited the hallway and looked the facility over she noticed a very familiar figure sneaking behind the guards. 'Now why would you be here, X?' She mentally asked herself as she cracked her neck a bit.

Red X dropped down behind one of the guards and gave him a quick chop to the back of the neck, knocking him out. Wasting no time she dug through his pockets before pulling out a card key. "Bingo."

"So this is what you've been up to since we last met?" Brainiac whispered as she landed behind her, Red X's eyes widened as she quickly threw an X-shaped blade at the new arrival, only for her target to stop it with two fingers. "WHOA, WHOA, WHOA! CHILL OUT!"

"You again?" Red X blinked before retracting her blades. "I have to say, I wasn't expecting to see you outside of the web."

"Yeah well I have some business here.... and if you can help me find it I won't rat out your sneaky ass." Brainiac stated firmly.

Red X just snorted with amusement. "Oh sure you will..."

“Or, I just could drag you back to my friend Batmare." Brainiac smirked, her voice carrying a more threatening tone. she's still kind of pissed at you for that incident at the Museum…”

Red X flinched at this, but simply turned away. “Fine, fine, I'll play nice... just try to keep up.”

Before she could retort, Red X took off down the hall. Brainiac simply sighed and quickly took off after her. "You do know that this is a government base, right? What could be so valuable that you'd risk breaking in here to steal it?"

"Xenothium. What else?" Red X said rather bluntly. "I gotta hunt for that shit whenever I can to recharge my suit."

Brainiac arched a brow, something was off about the way Red X said that, she sounded... uncertain. "That's it? I figured you'd be after something more valuable than that..." She asked as the two stopped at a large steel door, Red X pulling out the card key she'd snatched earlier.

Before scanning it she glanced at Brainiac and sighed. "Cadmus... took someone close to me long ago... I have to know what happened to them... if they’re still alive..."

".... funny. They did the same thing to me." Brainiac sighed. "And people wonder why Harshwhinny has received so many death threats..."

"You mean aside from the fact that she's got a stick so far up her ass she might as well be a popsicle?" Red X snarked as she scanned the card, earning a chuckle from Brainiac as the door opened, revealing a lab of some sort with computers and large tubes everywhere.

"Well now.... Harshy, is this what you've been hiding? It'd be SUCH a shame if this place went up in smoke." Brainiac said with a smile on her face as they made their way through the lab. Red X noticed that a few of the tubes had actual ponies inside of them.

"....they didn't." Brainiac mumbled as she stared at one tube, getting Red X’s attention. "They.... they tried to fucking CLONE me?!" She shouted as she glared at a particular tube, having scanned its contents... and whatever was in there had held DNA coding that was based on her own.

"You can go ballistic later." Red X stated as she walked past her. "The main lab should be just up ahead."

As they continued onward, Red X checked some of the names engraved on the tubes. "Wind Dragon, Shifter, Downpour, Long Shadow... Juice? Really? Who came up with these names?!"

"And what the hell kind of name is Bizarro?!" Brainiac yelled as she and Red X left the room. "Okay seriously? I'm going to BURN this place to the ground."

"Good for you..." Red X mumbled as she sliced down another door and walked into the computer room. "Now then, let's see what we've got here..."

"Allow me." Braniac said as she activated her nodes and started linking them into the system. "Okay... I'm gonna find my sister first... and before you try and back stab me know that just STABBING me isn't going to end your troubles. If anything it'll make things worse."

"...whatever..." Red X scoffed as she glanced at the open door, unable to ignore the sudden chill she felt go down her back. This was a government organization... why was it so easy to break in?

"Come on…" Brainiac said as she searched through the data files. "Where are you Scoots?"

Red X blinked and slowly turned around. 'Did she just say...'

[ACCESSING RESTRICTED DATA]

"Bingo. Alright X, if you wanna start looking? Do so right now." She said as her nodes started to glow. " I gotta make sure these firewalls stay offline..."

"Alright, let's see..." She mused to herself as she started typing. "Project X, Project X... aha! Found it!" She smiled behind her mask that she opened the file. "OK, so according to their research, Xenothium is highly dangerous to any equine save for the family that created the Red X mantle..."

"You have a family of thieves?" Brainiac asked curiously. "That sounds sorta hardcore. So what were they like... Robin Hood characters? You know, before you fucked up the line up?"

"Oh, shut up." Red X groaned as she continued reading. "This family possesses special genes that render them immune to Xenothiums hazardous effects, allowing them to use the chemical endlessly... upon tracking the family line they proceeded to abduct their firstborn in order to possibly replicate these genetics... probably so they could make an entire army of Xenothium-using super soldiers..." She stopped as she reached the end of the file and opened up another one. "This is it! This what I've been looking for!" She smiled and she quickly opened the file... and behind her mask her expresion quickly changed to anger.....no that..... NO!" Red X shouted as she moved away from the console, drawing back her first to smash the screen... only for Brainiac to grab her fist at the last minute.

"WHOA THERE PUNCH HAPPY! WHAT'S GOT YOU SO PISSED?!"

"....the project.... m-my sister was part of a project....those bastards experimented on her...."

"Dude, I get it, you're pissed, but there's still more data to recover from this place!" Brainiac stated as she glanced back at the screen... only to freeze the moment she read the file herself. "...no... that... that can't be right!"

"My sister w-was.... project Braniac." Red X whispered in disbelief as she took her mask off and looked at her. ".... y-you.... you’re my sis!"

Unknown to either of them, in a facility far from their current location, someone was watching them through a series of computer screens in a dark room.

“Aw, such a touching family reunion…” The figure smirked before pressing a button. “And now to turn it into a funeral…”

"B-But that's not-you can't be-I don't even-" Brainiac stuttered, trying her hardest to comprehend the situation. "I-I'm related to a family of thieves?!"

That... surprisingly cut Red X VERY deep. She was finally reunited with her sister... shouldn't this be a happy occasion? "S-sis... c-come on I-I finally found you!"

Brainiac however, was losing her temper. "I can't believe this! All this effort to recover what I lost, and it turns out I was born from a criminal family! Is this some sort of sick joke?!"

"....c-criminal?"

"Yes, criminal!" Brainiac shouted. "Someone who steals for a living! What else do you call that?!"

Red X glared at her and put her mask back on. "At least I know where you stand now... and now that I think about it... you can't possibly be my sister... BECAUSE SHE WOULDN'T ABANDON ME!" She yelled as she summoned a red energy "x" that exploded in Brainiac's face.

"Abandoned? ABANDONED?!" Brainiac repeated as she pulled herself up. "I WAS KIDNAPPED YOU LITTLE SNOT!!" She screamed before charging at her, slamming her into a wall.

Red X yelled in pain, This wasn't like before in the digital realm, She felt her bones nearly snap and she screamed in pain. Why did her psycho sister have to be Supermare's equal in strength?! She tried pushing her off but she couldn't... she was too strong.

"Do you have any idea what I went through as their little guinea pig?!" She continued as she grabbed her by the neck. "Test after test, experiment after experiment, getting entire LIMBS replaced after every single one of their "training sessions", all just to see if I was born like YOU!!"

"R-Rainbow." Red X managed to choke out, this alone caused Brainiac to pause. "I-I was looking for you....for so long... I-I finally found my big sis... d-don't make me lose you again.... f-family sticks together."

Brainiac glared at the mare, this criminal, she was just another thief, family or not... it didn't matter how long she'd searched... how long she'd worried... how long...

...how long had she been crying?

She looked deep into her eyes, seeing so many conflicting emotions... she then glanced at the screen behind her, it displayed her parents, her as a young foal, playfully hugging her mother's belly, back when she was still pregnant... with her little sister...

She then looked at her reflection in the screen… and saw the Brainiac protocol staring right back at her... smiling.

'... you knew.' She said mentally. 'You knew since I first saw you.... you smug bastard.'

[BUT OF COURSE. WHO ELSE BUT SOMEPONY OF YOUR BLOOD COULD POSSIBLY USE SO MUCH XENOTHIUM?] Her reflection replied. [THEN AGAIN, THE SIGNALS THAT OUR SUPERIORS SENT US WERE VERY HELPFUL IN GETTING YOU THIS FAR...]

Brainiac took a moment to realize what this meant.... before loosening her grip on her sister. "I'm going to throw you.... just be ready to teleport away from here Scoots."

"Wait, wha-WOAH!" She yelped and she was thrown across the room, acting on pure instinct she quickly teleported to the lab, downright baffled by what just happened.

Brainiac smiled as she looked back at her Protocol. "You wanna try making me hurt my sister now? Because I can tell you RIGHT now... I'm never going to hurt her again."

Much to her surprise however, the protocol stills kept smiling. [YOU MAY NOT, BUT I'M SURE SHE WILL.]

"What are you talking about-"

*WHAM*

The sound of her little sister getting slammed into a wall snapped her out of her thoughts, turning around she saw the last pony she expected to be here. A mare with a pale coat and deep turquoise mane...

"INDIGO ZAP?!"

The mechanical beast stepped out of the smoke and looked around before seeing her... its own eyes widening before a chuckle. "Well my servos must be off because I think I'm seeing a whole new pony! That you Brains?!"

"W-Wait, you two... know each other?" Scootaloo groaned as she slowly got up… only for Indigo to step on her back.

"Stay down brat, the grown-ups are talking."

"INDIGO GET THE HELL OFF OF MY SISTER!" Brainiac yelled as she pulled out a laser and blasted her across the room. "GET OUT OF HERE X!"

Indigo staggered back while Scootaloo teleported next to Brainiac. "That's not happening! I'm not losing you again!"

"Well isn't that touching..." Indigo smirked as she recovered from the blast. "Sorry Brains, orders from above, you and your sis aren't leaving this facility alive."

"Indigo, what the hell?!" Brainiac shouted as her brain started putting together a plan. "We're supposed to be friends!"

"I AM your friend Brains, but you know what happens when I disobey." Indigo said with fear in her voice. "I hate that I still can't test my "heart" out... but then again Supes isn't exactly a threat yet is she? But you.... you're a threat to our security."

"I came here to take back what was stolen from me!" Brainiac retorted angrily as she spread her wings. "Cadmus kidnapped me, used me! You of all ponies should know what that's like!"

"THEY SAVED MY LIFE!" Indigo retorted. "AND GUESS WHAT?! I GOT A NEW NAME NOW! MY NAME IS METALLO!"

The nodes on Brainiac's forehead glowed as Scootaloo stood beside her. "As badass as that nickname is, I'm not about to let you take what's left of my family!" Red X stated as her suit started glowing with energy.

"Uh... Brains? Your sis glowing... is that a good sign?" The newly dubbed Metallo asked, Red X simply released an X-shaped blast in response and sent her through another wall.

"Sis... time for a little plan."

Metallo's hand burst out of the rubble as she picked herself up, slightly damaged but still functional. "OK Brains, you want do this the hard way? Then I'll just have to drag your remains back to the boss!"

"Aw come on now Zappy... you and I both know I outclass you in the smarts department." Brainiac taunted, Metallo noticing that she was by herself.

"Your little thief friend ran off... shame... I kinda liked her, but like I said... orders are orders."

"Indigo, I really don't wanna do this... but you're making it really hard not to rip you apart!" Brainiac said as she stepped through the hole she blasted her through.

"You think I want to do this too?!" Metallo shouted back. "I literally have no choice! I like keeping my body functioning!"

"Then come with us! I know someone who can help you the way they helped me!" Brainiac retorted, trying to at least get her old friend to see reason before going through with her plan.

"Brains I... I can't take that risk." Metallo said with a sad tone. "If I disobey... the my reactor shuts down and they terminate me... I'm sorry." She said as she made one of her arms turn into a glowing green blade.

Brainiac sighed as the feathers of her wings became sharp blades pulsating with electricity. "So am I..." She said before charging at her, fully intent on defeating her opponent. Metallo used her blade clash against her wings as, locking eyes with her, though she couldn't show it... she really didn't want to do this... she wanted there to be another way out... but there wasn't one. Brainiac quickly gave her a swift uppercut to the jaw, sending her flying through the ceiling and then fired several lasers upwards as she flew after her, not giving her a moment to recover.

'Alright sis. You better be ready soon.' Brainiac thought as she got close enough to grabbed Metallo and pile-drive her into the ground. Then just as she let go of her, several 'X's appeared on the walls of the room and bolts of concentrated Xenothium started striking Metallo from all angles as Brainiac quickly took off. "NOW X!" She shouted as she blasted through the ceiling, her sister, having stayed hidden while laying out her trap, following close behind. Several charges Red X had set immediately went off in various parts of the base, the Xenothium within them eating away at various support beams, causing the base to collapse in on itself before Metallo could recover and escape, leaving her to be buried under several tons of debris.

"...think she's dead?" Red X asked as she landed next to Braniac.

"Who Indigo? Naw, that metal could handle three tanks dropped on it. At best we've slowed her down." She stated bluntly.

Red X stared at the remains of the base for a few seconds... and saw the debris shake a little. "We should leave. Like, NOW."

"YEP." Brainiac said as she grabbed her sister and blasted off.

"...so... now what happens?" Rainbow finally asked as they landed. Her sister stretched a few times before she took off her mask.

"I... well I mean I...." Scootaloo tried to say something but she couldn't bring herself to do so. For the first time in her life she was completely stumped as to what to do.

"Listen... I don't know what you went through to find me...but..." Rainbow paused, trying to find the right words to use. "Well, maybe it's time you turned your life around?" She suggested, placing her hand on her shoulder. "You don't have to steal anymore... why not use that suit to help ponies instead?"

"..." Scootaloo just hugged Rainbow as tight as she could with tears in her eyes. "I-I've missed you.... I've missed you so much."

Rainbow simply embraced her sister, letting the tears flow, at this point she didn't care about anything else, she'd finally found her sister, the only part of her family that still remained, and was never going to let her go.

".... so what now sis?" Scootaloo asked her. "I mean you're the 'brains' between the two of us. What's our next move?"

"Well, like I said, you don't really have a reason to steal anymore... why don't you start working with me?" She smiled. "My boss is kinda strict, but trust me, she has enough power and connections to keep Cadmus from trying anything with us."

"Thanks but... I don't work well with big groups." Scootaloo said with tears in her eyes. "And well... I never did say I stole from people who didn't deserve it."

Brainiac sighed as she stared down at her. "And... how do you plan on fixing that?" She asked, giving her a stern glare that only an elder sister could give.

"I'll figure something out sis." Scootaloo said as she gave a mischievous smile. "I think you'll like what I have in mind." With that she gave Rainbow a peck on the cheek and put her mask back on before teleporting out.

Rainbow could only smile as she took off into the sky... and then scowled as she remembered her little "episode".

"There's no way I'm ever letting you out again…" She told herself, but in the back of her mind she could hear a sinister chuckle...

Harshwhinny slammed her fist down on the table in rage as she watched the footage. "This is unbelievable! How the hell did they even find our research facility!?"

"There was a leak ma'am. Someone gave away the facility's coordinates." A scientist told her while making sure to stay a good few feet away in case she punched someone.

Harshwhinny growled as she turned off the screen, mentally reminding herself to put a bullet in the head of whoever leaked their information. “Is there anything we can salvage from this? Anything at all?”

"Well.... there is one thing." A familiar voice said, Harshwhinny grumbled as she turned towards General Wind Rider.

"You can't seriously mean the Elite program. That was turned down several times for a very good reason."

"And now we have an even bigger reason to use it!" He retorted angrily, pressing a button on the table and turning the screen back on. "Look at this! Not only has one of our projects grown rogue, but now it's attacking our facilities! Who's to say she won't turn her attention to the public once there is nothing left!?"

Harshwhinny growled as she looked at the screen, what he was saying was true.... but it was... it was too easy.... and she knew for a fact that Wind Rider had something to do with it. Blinded by his hatred towards.... most everyone that was either mutated.... or simply not from their country. The only reason he stayed was because of his military insight and tactical genius and any fault that may have clearly been his has all of the evidence seemingly vanish.

Before she could reply however, one of the scientists pointed to the screen. "Look! She still functions!"

The two turned to see none other than Metallo bursting out of the rubble. "Dispatch a team to pick her up immediately, be sure to set a perimeter in case any citizens get curious!"

"Yes ma'am!" One soldier said as he saluted her and raced off.

Wind Rider breathed a small sigh of relief at this... and then noticed the glare Harshwhinny was giving him. "Don't give me that look, if you would have the common sense to send out our agents beforehand this situation wouldn't have happened!"

"That station was meant to be abandoned and all records removed." Harshwhinny retorted, this caused Wind Rider to growl under his breath... a rare misstep on his part...

Before he could respond however, another one of the scientists rushed into the room. "Miss Harshwhinny! Your presence is required immediately!" She stated, pausing to catch her breath. "Our... our agents have uncovered the artifact you were searching for!"

Harsh just sighed in relief.... thought it was clear Metallo was angry and beating herself up over something...

Harshwhinny groaned as she turned to the scientist. "I'll be there in a moment." She then turned towards Wind. "This is far from over."

As she left, Wind simply shook his head in disappointment. "So short-sighted, your hesitance will be Cadmus' undoing..." He sighed as he exited the room and pulled out a communicator. "Are the agents ready?"

"Yes sir. But I still have to-" Whatever the speaker was going to say was cut off by Wind Rider.

"Then send them out. Show the world that Supermare isn't needed anymore..."

Author's Note

Hey guys! Hope you all enjoyed this double-whammy of an update! Just so you know, both this chapter and the next one take place roughly at the same time.

Anyway, please be leave a comment and be sure to check out the always-updating cast and characters blog! And also support the TV Tropes page!