"Ok now Derpy, you need to trust me and close your eyes. Don't open them until I say so, got it?" I told Derpy. She nodded and closed her eyes. I Took her in my arms and started to walk towards the exit, but some hoofsteps startled me, more guards were coming. I put Derpy down and said to her. "Stay here I'll come back, I have to clear the exit." She nodded again and backed into the corner of a cell. I stood up and faced the exit, I charged some biomass ready to launch it. When the guards popped out I threw my biomass coating all of them killing them instantenously. I absorbed the biomass and returned to Derpy. I took her again in my arms and ran away.

We managed to exit without encountering anymore guards, I was using my radar to individuate them and avoiding them. When we exited I ran towards the edge of the forest, here a group of changelings were awaiting me. I approached them and put down Derpy. "Alright, take her to my home. I will come back shortly, I have business to take care of." They all nodded and approached Derpy, she was scared of them and backed against my legs. "Don't be afraid Derpy, they are my loyal soldier, they will take you to a safe place. Don't worry." She nodded a little and let go of my legs. I nodded to them and gave a little smile to Derpy before turning around. I sprinted towards the barrack just in time to see the remaining guards all posted in the courtyard, there was thirty of them. "Perfect." I thought.

I jumped into the air and I should have landed in the middle of them but instead I made my way down into the ground. There I expanded all of my biomass around the hole, when I reached my maximum radius I unleashed a great number of thick, extremely sharp and deadly tendrils towards the surface, impaling and killing all of them in less than two seconds. After devouring them all I coated the entire barrack in biomass with the order of eating away all of the building. This would have sent a message to all that suffered because of her. I bring hope for them, this day I showed them that Celestia isn't invincible. This will show them, that fighting her is possible.

After that I returned back to the forest heading towards home. After two minutes of running I came back and witnessed Sunset talking with Derpy in the garden in front of the house. I walked towards and Sunset noticed me.

"Welcome back." She said. "I see that your mission had gone well."

"Yep, Derpy is now safe, she will stay with us for the time being." I said. "Now come on Derpy, go to sleep, it's late for you ." She pouted a little and said.

"I'm not-Yaaaawn- tired..." She said yawning adorably.

"Sure you are." I said calmly. "Come on, to bed. Tomorrow I'll give you the tour of my palace."

"Ok. Night, mr Mercer, night mrs Shimmer." She said before heading into home.

"Alright." I said then continued. "Hey Sunny I learned how to throw lighting, wanna see?"

"Please no. The other one was extremely painful." She said taking a step back.

"Alright, alright. How about this, I will give you the genes I accumulated so far. How about that?" I offered her.

She shrugged and said "Ok."

I offered her my hand and she took it, I then started to transfer genes to her. When she got all of them she took a step back and tried them. The claws were like mine, but with less red and more orange colouration, her hammerfists though were a little smaller, her armor wasn't very thick also hers was a fiery red with a touch of yellow on the face and joints, and just like mine covered her completely even the face.

"Amazing..." She said softly. "I can feel my magic getting stronger while I'm in this armor. We need to study the capabilities of the virus more thoroughly." She continued. She then created my whipfist, but when she tried to fire biomass, she fired actual fire instead, like a flamethrower. Interesting, the virus adapts itself for the user abilities.

"Ok, now for the final test." I said making a little current in my hand. "Stay still, the current is the same as before." I touched her but this time she didn't even flinch. "Success!" I said with a smile.

"Oh good at least that major weakness is gone now." She said relieved.

"Hey." I started. "I have an idea, why don't we go visit the girls? One of them absorbed some of my genes, maybe they can absorb more, and yours as well. And with that you would become effectively their mother, in status and blood." I said. She took a thoughtful expression before smiling and saying.

"I would be delighted to be considered their mother." She said smiling softly at me. I leaned down and gave her a kiss, then I said.

"Let's go then." We headed for the basement and looked at the girls. They grew a little more, but Fluttershy was the more noticeable, probably because she absorbed my genes first. I walked towards her and touched her head once more. Nothing happened, I motioned to Sunset to try, when she touched Fluttershy a moltitude of tendrils enveloped her hand before retracting into Fluttershy once again.

"I-I...That was amazing... I think she took a bit of my genes but nothing major and..." She stopped mid sentence when she noticed that on Fluttershy head a streak of orange hairs appeared, the streak travelled from the base of her skull down for all the hairs lenght.

"Incredible..." I said amazed. "It looks good on her." I said smiling towards Sunset.

She was completely speechless, but managed to say."She's beautiful... She got a part of me, it's, it's marvellous."

"Let's continue, now I'm curious on what they will pick from the both of us." I walked in front of Raimbow Dash this time, again I touched her head and the tendrils shot out. She picked the genes of my claws and electric abilities. She sprouted a pair of claws coated with lightining for a few seconds , before they reshaped into arms again, her wings too were crackling with electric power. Sunset touched her too and when the transfer finished Raimbow's wings assumed a more orange like coloration, like the sky when sunset approach.

We continued going towards Rarity, from me she picked out my camouflage pigments and the whipfist, in fact she became completely invisible for some time inside the cocoon, not even the tendrils that touched her signaled her position before she reappeared. When sunset gave her her genes, she gained the mastery of the telekinesis also the ends of her curled hair became a fading shade of red.

Next was Applejack, I had a hunch that she would have picked my strenght and armor. She indeed picked them, coating herself in tendrils before revealing a completely orange and yellow plate armor that covered her completely. When Sunest gave her the genes, Applejack bursted into flame.

"Fuck! What's happening?!" I shouted terrified.

"I don't know!" Sunset too was freaking out. I was ready to open the cocoon when the fire subsided. A soft light came from the inside of the armor, as if lava was coursing inside the armor itself.

"What happened?" I asked her.

"She took my fire path... But that shouldn't be possible, she is not a unicorn." She explained then continued. "Probably it will be more of a passive ability? Like being fireproof?"

"It could be... I'll keep an eye on her though." I said.

"That would be best. I hope she is all right..." She said.

"Come on, don't dwell on those thought, let's continue."

We reached Pinkie, when I touched her nothing happened though. That was very peculiar not even Sunset's touch did anything. Pinkie was being Pinkie even when she was an infant. I chukled a bit thinking about it, when we were ready to leave and go towards Twilight, Pinkie opened her eyes for a moment, in that fraction I saw that her eyes were now etherochromatic one blue and one orange. I smiled softly at this, Sunset too. Then we moved to the last.

Twilight, we reached her pod and transferred our genes to her, from me she took the ability to shape and control biomatter, also she created a blade, long more than her arm, the blade was a shade of purple and black shaped like a crescent moon, she took my electricity path too coating her blade in lightning. From Sunset, she grew a single streak of orange hair instead of her normal purple one, she also took a big chunk of her magic and her fire path making Sunset gasp in disbelief.

"What?! That's impossible! She can't have two path, no one can!" She shouted. "I-I don't know what will happen to her now." She said worried.

"I think it's normal." I started. "You see, the girls were born from the aspect of the Elements of Harmony Kindness, Loyalty, Generosity, Honesty, Laughter and Magic. Twilight here is the embodiment of Magic itself, so I think it's normal for her to have more than one path." I explained.

"That- That could be, I never researched the Elements so I don't know if this is the real reason, but it's a good guess. Still we should keep an eye on her too." She said and I nodded.

"For tonight." I said, changing the subject ."I will teach you how to create living life form from the biomass, then we will do some experiment. Ready?"

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ THE NEXT DAY, CELESTIA POV~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

"I'm here to report your higness." A guard said bowing.

"Speak." I ordered, eyeing him.

"Your majesty, the G.E.N.E. facility is in the middle of another breakout, this one much more deadlier and faster than the precedent." He said.

"Explain." I said coldly, while an intense burning rage made itself know inside of me.

"We managed to open the vault your majesty, but we found inside that the structure was completely covered in red biological substance. The substance killed all the guards inside converting them into monsters, Dr Becker was injured too in the attack, right now the facility is in lockdown. We call it the Red Event" He blurted out.

"Dammit! I can't believe it. Not only did I lose the Elements but the facility too is now useless." I angrily thought.

"That's not all your majesty." He continued.

"Then speak!" I ordered him. "Don't waste my time."

"The substance, is growing. Our estimates show that the Red Event will completely take over the facility in a week. After that we don't know. We don't know if it can get out and the vault kept it inside or if the Red Event is only expanding inside and once it will coats everything inside it, it will stop. We just know that if that thing get outside, we will all die. The Red Event ooze out an unknown number and quality, of diseases." He finished.

I hummed a bit before retorting. "Execute order sixtysix." His eyes widened. "The entire facility will be destroyed and sent into the void. Now go."

"Damn it, I lost my most important research facility in one night, I just hope that Dr Becker survive. I will need his help to rebuild another one. It's all 000 fault, I know it. I angrily thought.

"As you wish, your majesty." He said before going out.

I heard a knock from the door. "Come in." I said. A single Neverdawn soldier entered, he saluted then started to talk.

"Your majesty, the barracks situated in Ponyville was attacked this very night, no one survived, the building itself is gone, no rubble and no blood or corpses. The repeater turret was also destroyed." He said still saluting.

"Have we any idea of the culprit?" I asked him.

"None your majesty, as I said no one survived to give us a description of the attacker." He said

"I want all reports of the Ponyville's barracks, everything that happened, I want reports for every single little thing no matter how small. I want to know what in Tartarus happened there, heads will roll if you don't find the perpetrator, am I clear?" I retorted.

"Y- ye-yes your majesty." He stuttered before going away.

"Damn you 000... I know that you did it, but don't worry. You will be punished." I thought.

"Moondancer!" I called. A vanilla coated mare with a crimson mane and three different streaks of colour in her mane and tail entered the throne room, she was wearing a pair of squared glasses. She bowed in front of me and asked.

"What can I do for you, my princess?"

"I want the genetic branch of our study to be prioritized. I want experiment 0 and 1 operative in two weeks time. Understood?" I ordered.

"I live to serve your majesty, I will get to work immediately." She answered.

"Excellent..."

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ PHILIP POV~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

"Got everything?" I asked Sunset. We past the night trying to create a some sort of guardian for the girls when we will not be around.

"I still need to refine my control, maybe tomorrow or in a few hours I will be ready to create the first guardian." She said.

"Very well then, I'll head to the hive. I have a training regime to create." She gave me a little peck on the cheek and I made my way towards the hive.

At some point I used the Hive Eye to contact Xarx. "Xarx, I want all the soldiers in the throne room for a meeting."

"At once your majesty." He responded.

After ten minutes of running I arrived to the hive, the changelings were rebuilding their houses outside, a little farm was on the outskir of the settlement. The changelings all saluted or greeted me when I passed, I greeted them back before heading inside the hive. I entered the throne room and saw that the changelings were alredy there, all ready.

"Very well gentlemen, welcome to my refresher course, here I will teach you all about the weapons, armors and tactics of the equestrians, I will teach you how to fight, how to survive and how to spy the enemy, here you will become the best of the best, you will crush the enemy with superior firepower and training." I looked to all of them and noticed that all were paying attention. I continued.

"First." I created a copy of a classic rifle of the equestrian a short and compact rifle with a medium barrel and no magazine, with my biomass." This, is the ordinary rifle for the troops, it's a 12X2 telekinetic rifle with three mode of fire, auto, semi-auto, and single. This weapon is cheap, fast and easy to get your hands on. Because of that it's used only by the police force, simple armor will suffice against this." I then created another weapon, it was formed by a long barrel, a scope and a wooden handle. "This one, is the standard automatic rifle of the Neverdawn, it fires an automatic barrage of telekinetic and elemental projectile, the calibre can variate from a 12X2 up to 20X4. This type of weapons are extremely precise and deadly, only the best armors can withstand their penetration force."

"There are many type of weapons in the possession of the Neverdawn but this is their most used one, we will talk about the artillery and heavy class battleship in another session. In this one I want you to understand what you will probably encounter. Next is this." I created a full body armor, black with the Neverdawn insignia on it.

"This one is the standard armor of the Neverdawn, it can be extremely tough to cut and penetrate, if you don't have an extremely sharp sword or an enchanted one, then forget about cutting through it. But like everything in this world, it have a weakness, here." I pointend on the part of the armor that cover the collarbone. "If you manage to hit here, you will pierce through it, gaining an insta kill of the user."

I continued to talk about the variations of the Neverdawn arsenal until an incredibly loud and powerful roar pierced the air. The changelings all panicked and started to take their weapons.

"Stop!" I shouted. "What's happening?"

"Sir that was an Ursa's roar!" One of them stated

"An Ursa eh?" I thought, then I spoke out loudly."Don't worry, I will take care of it."

They all stared at me with wide eyes. "Sir you can't be serious, not even our queen could defeat it." Xarx said.

"Remember Xarx, that I'm much stronger than what you think. Bring all the civilians inside the hive." I ordered and said that I ran outside, I used the wall to go outside in order to not encounter any resistance. After I exited I saw it.

An immense bear the size of two stories bulding, completly blue with stars inside it. It was at least 600 meters away from the hive, so I ran towards it head on. It noticed me and talked.

"Hunter." He said with a deep male voice. "I was excepting you."

"What do you want Ursa?" I demanded.

"I'm here to challenge you! A duel to the death to confirm who is the real apex predator of this jungle. If you win I'll die, if you lose I will devour you and all of your bug friends. Like this." He said and opened one of his paws to show me that he took one of the changelings, eating her immediately after.

My hands were so clenched that I could have smashed a steel bar. "Very well Ursa! I accept, just don't start to ask for mercy, because you won't receive any. For the crime of murdering one of my subjects, I, Philip Mercer, king of the changelings, hereby sentence you to death!" I roared out.

I jumped with all my force against his gut making him whimper for the impact, there I started to slash at his star like flesh, I ripped off a good chunk of it before tossing it away, meanwhile the Ursa was roaring in pain. He used one of his paw to swat me aside against the trees. I stood up once again. "Motherfucker!" I thought. I started to ran again, but this time I activated my armour and hammerfists, when he tried to crush me with his paw I jumped back and slammed my fists into it, with a soundly crack I knew I broke his bone, he roared again and tried to swat me away with his other paw. But this time I was ready I crouched down and dodged the sweep, I created a single spike that sprouted from the terrain and impaled his broken one.

Now that he was pinned I waited for him to try and hit me again, when he did I grabbed his other arm, planting myself in the ground with more biomass, I then started to pull until I heard his shoulder dislocating. But I didn't stop there, I pulled more and more until his entire arm was ripped off. He roared with all his might before silencing and just staring at his severed arm, then he looked at me. He was clenching his teeth incredibly hard then he broke free of his restrain, he hit me again launching me against a boulder destroying it. I stood up and I saw him grabbing his own arm then nearing it to his stump, the two pieces then reconnected and he regained his arm.

I created my whipfist and jumped into the air, I thrusted my arm towards his snout and grabbed him, then I pulled myself towards him, when I landed on his head I created another whipfist, I used one to close his jaw, while with the other, I tripped him making him crash down into the ground. Then I pumped more biomass into the ground and started to restrain him again with a multitude of tendrils. When he was incapacitated I used my whipfists to grab it's upper jaw and started to pull. I jumped down from behind him but I continued to pull. With an animalistic roar I severed his upper jaw completely from his skull. After that I launched the jaw away with all my force, I jumped and landed on the remains of his jaw, teeth and blood were everywhere he was in extreme pain, but I didn't care. He killed one of my subjects, he will die.

I created my hammerfists and started bashing in his skull, again and again until I saw cerebral matter together with the shards of skull and the blood. I then started to devour him.

After one minute of devouring I finished. I gained from him a much more large and efficient magical core, I also sharpened my other senses, but the biggest change was my sight, I could see a multitude of canals and rivers everywhere, in the trees, in the air. I looked at myself and saw that myself too had these canals. I charged some magic and saw that the ones in my hands brightened. I could see magic in all it's form.

"Amazing... this will be extremely useful against magic users." I thought and with that I returned to the hive.

When I came back Xarx and his men were there. "Your majesty! You're okay!" he shouted happily

I scoffed. "Of course I am. A giant bear will not take me down after all." I then continued. "Xarx, start training your troops accordingly to what I told you about the Neverdawn, I will start and search around to find you weapons."

I departed from the hive, after two minutes of running I sensed another creature nearby. I stopped and looked around, with my new magic sight I saw a pony hidden in the foliage. I created an underground tendril and captured the pony, I approached him, the tendril was keeping him still. He was a bat pony, with yellow eyes, a black coat and silver hair, it was clear he was living in the forest for some time, his mane and coat were completely ruffed and dirty.

"Who are you?" I asked him.

"Me... me is Feral Wing, good bugs call me that." He said.

"Alright Feral, why were you following me?" I asked again.

"Me was follow you because you saved little pony, in the city. It was me that tell the bugs of her!" He explained.

"So it was you?" He nodded. I didn't sense any lie in his statement so I let him go. "Then thank you, you helped save my daughter. How can I repay you?"

"Give me permission to hunt here." He said.

"That's all?" he nodded. "Alright then, you have my permission to hunt in my territory, happy?" He nodded vigorously with a big smile before flapping his wings, he took fly and disappeared in the forest.
"What a strange guy. The question is, why is he here? I will ask Xarx later."

I continued to run until I returned home. Sunset greeted me and we walked inside.

"Derpy just woke up." She said. "What was that noise though?"

"An Ursa attacked the hive. I took him down. Oh, he gave me the ability to see the magic in the world, wanna try his genes?" I offered her my hand wich she took eagerly, after the transfer she formed her armor only different. This time she was floating instead of walking, also with my magic sight I could see that her core and canals were much larger and thicker.

"Wow... My magic got stronger still..." She returned to her normal state. "You should really greet Derpy, she is in the kitchen." I nodded and headed for the kitchen where I saw Derpy put her cup in the sink.

"Good morning Derpy." I greeted her.

"Good morning mr Mercer I-" I cut her off.

"No mister with me, just Phil ok?" She nodded and continued.

"Mr- Phil I wanted to ask you something." She said

"Ask then." I said softly sitting down and motioning to her to sit down next to me.

She sat down and asked. "How did you meet my mommy?"

I sighed. "This... is not a good topic Derpy, I met your mother inside the G.E.N.E. facility, she was a prisoner like me. For the evil actions of some scientists I was forced to fight her. I refused, I refused but they then threatened her to mutate her, they wanted to render her a mindless monster." Derpy's eyes were watering. I continued. "She asked me to kill her." I whispered. "I refused but she told me that death was better than becoming a mindless zombie. She then made me promise to watch over you, and I will no matter what." She was crying now, I hugged her and she cried onto me. I waited for her to finish and when she stopped crying, she looked at me.

"T-thank you... for telling me... I needed to know." She whispered.

"I'm sorry Derpy, for everything." I said to her.

"Don't be. It wasn't your fault." She said.

"Still, I couldn't save her, it was my fault, I should have done something more. I'm sorry." I replied.

"It wasn't your fault. You did what you could. And... if she forgave you for this, then I forgive you too." She said softly.

"Thanks Derpy, this really means a lot." I whispered to her. We were there for a bit when I suddenly felt a movement inside the basement. I put Derpy down and headed towards the basement worried that some monster entered.

I entered in an hurry and then looked around, the pod were all empty and I couldn't see the girls anywhere. I shifted to my magical sight and gasped in awe.

They were all there invisible to the naked eye, the girls were in front of me watching me, then their invisibility fell and they returned visible. A big smile made it's way on my face.

"Sweetie, come to give your father a big hug would you?" I said crouching down and opening my arms.

"Daddy!" They all shouted in unison tackling me into the ground hugging me.

"I'm so happy to see you all awake." I said, I hugged all of them making sure to not crush them or their wings. When I broke the hug Pinkie thrust a hand inside her pink poofy hairs and gave me a cupcake, where she found it is a mystery.

"Thanks Pinkie." I said. She tilted her head and asked.

"Pinkie? Is that my name? Uuuuh I like my name." She giggled. They all watched me and asked in unison except Pinkie.

"What's my name?" "No my name first!" "I said me!" "ME!" "ME!"

"Stop!" I said firmly. "I will give all of you names don't worry, first." I pointed to Fluttershy. "You are Fluttershy." I said, she smiled. "You are Rainbow Dash, and will be the fastest, I just know it." I said ruffling her head. I let her go and looked towards Pinkie. "You are indeed Pinkie, but your full name shall be Pinkamena Pie. I can see you like it." I said watching her bounce around and smiling brightly. "You are Rarity, a gem among some, but first and foremost a generous friend." I told her in the eyes, she smiled and nodded. "You are Applejack. I said pointing at her, like a tree stay true to yourself and do not be afraid of being honest." I told her. She nodded firmly. "And at last, you will be Twilight. You can already see it don't you? The magic in the air and in the soil, it is yours to command always remember this." I told her. "But be warned, from power comes also responsibilities." I said absolutely serious. She winced a bit but nodded. "And all of you are in the Mercer family always wear your names with pride for they are yours, and welcome to the family." I said finally.

Fluttershy asked softly. "Who is she?" pointing to Derpy. They all stopped and looked at her.

"She is Derpy Hooves. The daugther of a friend of mine, she will stay with us too." I said. The girls were all beaming.

"Weeeeee a new friend. Hello I'm Pinkie Pie and I'm incrediblyously happy to meet you" Pinkie said jumping in the face of Derpy. then I noticed a little tiny detail. The girls were all naked, they were little girls yes, but still. I took Pinkie in my arms and said.

"Yes it's beautiful but first we need to give you some clothes. Wait here a moment." I said then I opened the Hive Eye. "Sunny, can you hear me?"

"Loud and clear, what's up?" She asked, looking at me.

"The girls woke up! Come and meet them!" I said. She gasped and said.

"I'm coming stay there!" She shouted excited.

After ten seconds flat Sunset burst out of the door.

"Ohmygosh you are so cuuuuute" She squeked. She grabbed little Applejack and snuggled her, the little girl giggled and responded in kind.

"Alright girls, say hello to your mommy!" I presented Sunset to them, they all watch her with wide eyes before shouting.

"Mommy!" They swarmed her tackling her into the ground while laughing, Sunset too was laughing.

"Alright Sunny, now that you are here I have something to ask you. I need you to pick up some outfits for them." I said to her.

"I'll love to." She said under the pile of little girls. "Give me some minutes though hehehe."

I noticed Derpy looking at the unfolding scene, she sighed sad. I patted her on the head.

"It reminds you of your mommy, doesn't it?" I asked her softly.

"Yeah... I miss her so much." She said.

"I can't bring her back Derpy, but I will do my best to be a proper guardian for you, Sunset too would be happy, you know? She really likes you, and she cares for you." I told her.

"Really? She does?" She asked.

"Yep, I'm serious." I patted her again."Don't rush dear, take your time, cry your tears and when you are done, give us the beautiful, cheerful little filly your mother talked about." I finished with a little smile.

"Alright." She said softly.

"Ok I'm ready." Said Sunset. "Girls stay still please." She coated them in tendrils and when she retracted them I saw the new clothes of the girls.

Fluttershy wore a sleevless butter colored shirt with a pink overcoat that covered her arms but it wasn't covering her belly, she also had a light lavender skirt without any cover on her legs, on her foot a pair of light blue ankle boots.

Rainbow Dash wore a sleeveless black shirt that covered her entire form, on her hands a pair of light blue gloves appeared, she had a pair of short jeans and a pair of white sneakers.

Rarity wore a dress that covered her al the way to her knees, the dress was purple colored with fire details orange coloured. She wore a pair of shoes without laces that opened in the back of the feet, but covered the rest, they were red coloured.

Applejack wore a red and white plaid shirt with a brown coat, she wore a pair of leather shorts, she had a pair of brown boots at her feet.

Pinkie Pie wore apink shirt, a light blue jacket and a pink skirt, on her feet were a pair of mary jane with a lower heel they were pink.

Twilight wore a purple shirt, a lavender coat covered her shoulder, she had a pair of light purple leggings with long socks that came out of her black leather boots.

All in all they looked amazing.

"You are all beautiful..." "It's so good to have the whole family reunited."

Author's Note

Alright guys new chapter is here, we finally see the mane six in all their glory. You can also roast me alive for the outfit because I don't know how to write about such things ehe
Also Feral Wing was suggested by Rolay7
As always stay tuned for more chapter incoming
Edited by: Rolay7