NOIRE POV

Time had passed faster than any of us wanted it to but before we knew it, we were five days away from the fated day when Grim would attack us. It took a lot of effort but I had encoded enough armour and weapons for the entire Crystal Empire and Canterlot militia, putting me to sleep for almost a whole day while the armour was being sent to Canterlot. As a great side-benefit, Tidal's words rang true and my mana pool had expanded significantly to the point where I could probably pull off two Phantom Excaliburs and still have enough magic to spare. The rest of our days were limited to training and strategy meetings, giving Cadance the excuse to cancel court for a while, much to the nobles' dismay. I learned how to control my magic better so I wouldn't waste too much of it from Tidal as well as long-range attacks from Windy. Burning was usually my sparring partner and while I hated to admit it during a time of preparation for one of the largest threats to Equestria, I was having fun.

"You're distracted, newbie! Focus!," said Tidal as she swung her broadsword at me. I leapt out of the way and came back at her with equal force. Our swords became locked as we struggled for dominance "It seems like you've been practising, newbie. Maybe I should start trying with you now," she smirked.

"It would be a nice change of pace," I responded. Tidal's horn shined blue as her sword became wrapped in a torrent of water, shaping it into a lance. She backstepped before rushing at me with a flurry of jabs. I jumped into the air and to my surprise, I remained floating above Tidal. I looked down at the field below me, seeing Tidal looking up in awe as well as other guards looking up with a similar expression.

"When did you learn to do that?!" Tidal yelled. I thought back to the day I spent asleep and the unexpected event that occurred.

I woke up in the void yet again. I was expecting the weird, unembodied voice to make itself known but instead another with a familiar voice.

"You are a very difficult boy to contact, you know, so I expect you to at least face the person you are meeting with," my breath caught in my throat as I turned to find none other than Grim standing opposite me "Good. Now we can have a much-needed talk," He snapped his fingers and a table appeared with two chairs. Grim sat down and while I was hesitant to go anywhere near him, I felt as if I could get some answers out of him so I sat down in the other chair.

"What do you want from me?" I asked him coldly.

"To grow stronger. You will need to be to survive what I have planned for you," he said nonchalantly. He leaned back in his chair a bit "You think you are getting stronger but you're not really. All I've seen from you are new forms for your little toy and even then, their true potential is wasted just... wasted," I didn't understand a word he was saying and Grim knew this he gave a long sigh "Let me explain. The code is not just some primal magic from the beginning of Equestria. It is the power to control all existing magic. Of course, there are limits to this power and trying to cross them can lead to... unpleasant drawbacks," he rolled up a sleeve on his cloak to reveal that his arm was thin and pulsing with black veins "However, once you gain mastery over this power, the world is your oyster."

As much as I hate to admit it, he was correct. Even though I was becoming stronger, my skill in using the code was minimal at best and the only one who could possibly teach me at the current moment was Grim. However, I wanted another question answered "Why are you doing this? I find it hard to believe that a person with so much intelligence would just decide to take over the world just 'cause. What's your endgame?" Grim went silent for a moment and looked away fro a moment as if he had trouble trying to answer. After a second to collect himself, he turned back to me and answered.

"I'm doing this because I can't stand this world," I was confused by his answer yet again, "Celestia and Luna told you about how the first humans came from a plethora of different worlds. Well, mine was a post-apocalyptic one where the strong preyed on the weak every day. My friends and family were gone in seconds all because the greed and pride of others. The ones at the top grew unsatisfied with their power and sought more from other worlds. In their pursuit of such knowledge, they assigned me, a scientist with the goal of helping the world one step at a time with the task of transcending dimensions. It took me years to even gather the necessary power and technology to create our world's first dimension gate. However, those greedy hounds tried to activate it while it was untested and unstable, creating a pulse of radiation, killing 60% of the population. The landscape was almost unrecognisable; the ground was on fire, the seas dried up and the wind was almost enraged. My abomination had destroyed my home..." He took a moment to get a breath in, signifying that what he was going to say next was going to be especially hard for him to get out "....and to put the icing on the cake, by some coincidence, BY SOME MAGICAL, UNEXPLAINABLE COINCIDENCE I WAS BROUGHT HERE!" he slammed his hands on the table, startling me a bit "I just woke up in a castle with two bipedal, talking horses with wings and horns looking at me as if I was a freak of nature and it felt like a sign of the gods mocking me for my foolishness. To make things worse, I was told I couldn't go home. I was crushed..."

"...Then you came into the possession of the code..." I continued. Grim gave me an ugly grin.

"It changed everything. While I may not be able to go back to my own world, I still have the power to fix this one. The impurities of this world will be gone in the new one and we can rule over it as it's gods," he got up and extended his skinny, corrupted hand towards me "Join me, Noire. With the power of two code avatars, we can reset this entire world right now and you will be granted all of your deepest desires," Without hesitation, I slapped his hand away from me. In that brief exchange, both our eyes shined for a second before fading. I could see bits and pieces of Grim's memories and from Grim's bewildered expression, he could see mine.

"I'll give you some time to think about my offer. I will be back for your answer once I confirm something," With that, he flashed out of the void. I looked through the knowledge I obtained from Grim and found that by condensing the magic particles beneath me, I could levitate. I was interrupted by the void shaking around me, telling me I was going to wake up soon.

"HEY! NEWBIE!" I heard a loud shout from below me where Tidal was looking very annoyed "Are you going to tell or what?" I lowered myself down from where I was floating.

"I should tell you at the next meeting. I feel everyone will need to here this," I told her " Now, we were in the middle of something," I said while getting back into position.

GRIM POV

"The sharing of memories between code users," I murmured to myself, echoing throughout the halls of my empty palace. While I could teleport, it was nice to stretch the legs while I still have them (Experiments aren't exactly risk-free, you know) "It shouldn't be possible. Not even that cursed hero shared any memories with me during any of our encounters so why does Noire? I can deduce that there should be certain conditions that he fills. The only way he could be compatible enough is if he's a relative or from the same world and both are impossible as, from his memories, he lives in a world that never experienced the explosion..." I stopped mid-step "The explosion... Could it have actually worked?"

Before I could ponder more on the subject, Slendermare appeared from the shadows behind me, distracting me from my thoughts "Ah, Slendy. What do you have to report today?" She took an orb from her coat and revealed a recording of armour and weapons that had appeared to be enchanted " 'Encoding' huh? Catchy name," the scene then changed to Noire floating in the air "So, he's finally taking the next step to mastering his power. Good, that means our next encounter will be a lot more fun. Continue your mission but try not to show my their strategies. Any spoilers would ruin the experience," Slendy nodded obediently but in her mind, I could tell she was rolling her non-existent eyes in annoyance. "Besides, I have something important to do..." Once Slendy had vanished, I teleported to my lab out of impatience.

As one would expect, it wasn't your normal laboratory. To the sides were large glass tubes containing my failed experiments, disfigured beyond any recognition. I can remember the screams of my 'participants' and while a part of me regrets turning them into these, I knew my work would change everything this corrupt world so I considered them sacrifices for the new world. Even with these monsters, the real item of importance was the metallic orb at the back of the lab. It was held behind glass and surrounded by lasers, noting it's significance. It was the power core of the dimension gate I had kept with me for safety "It has been a while, old friend," Call me crazy if you want, you're probably right, but during my time in isolation after learning about my imprisonment, the core that I alone was fit to protect was the only thing I could and wanted to talk to. Celestia and Luna often visited me during these times to try and drag me back to the rest of my kind who were eagerly befriending this weird species but I responded the same every time...

10,000 YEARS AGO

"A simple scientist was all I hoped to be but now I am but a wandering soul who frequently spends his time in caves like one of those diamond dogs, how weird my path led," I said, the power core lying a metre in front of me on a flat rock that resembled a stool. We both sat on rocks in the middle of yet another cave I found on my travels "So... cave number 37 isn't so bad. At least there are no dragons this time, irritable fuckers,"

"So this is where you have been hiding. Not surprised to be honest," her motherly voice was poison to my ears, like most things in this world. I didn't waste time turning around and just walked to the core and put in the side pocket of my tattered and dirty lab coat.

"Unfortunately, 37 has something worse than dragons- persistent princesses desperate to reel in the smartest human out of the bunch and force-feed his friendship. For the last time, I want nothing to do with you or your ponies so leave me alone!" I finally turned to face the alicorn but tried walking past her and onto the next hiding spot. However, Celestia blocked my path with her wing and forcefully brought me into a hug.

"You are hurting. I try to teach my little ponies how to help those who are hurting, even if the ones in pain don't want it," as she kept holding me, I felt my anger rise "Please come back, Grim," I tried to push her away but to no avail "With our magic and your scientific knowledge, we could find a way to take you and any human wishing to return back to the worlds you came from," I could barely hear her through my anger, clouding my vision and my ears "I don't want you to end up like so many I have lost. You are special. I lo-,"

"STAY AWAY FROM ME!" My eyes glowed red and with a mighty push, I shoved her away, causing her to slam into a wall. When my anger quickly subsided, I instinctively ran over to her and checked her over to see if I had seriously hurt her. A trickle of blood ran down from her head and she looked unconscious "I'm sorry, Celestia. I didn't want to hurt you," I looked at my arms and saw long, black markings from my arms going up to my cheeks where tears were beginning to fall "This world truly wishes to destroy me. First by playing with my emotions and now by making me hurt others with... whatever this is. I must know more... but I should deal with that first," I said to myself while looking through my pocket, pulling out a roll of bandages and disinfectant.

I lifted a piece of her ethereal mane to find a cut which was leaking blood "Huh. It's softer than I thought," I whispered as I tore off a piece of my coat and poured the disinfectant over it. I dabbed the wound before wrapping her head with the bandages. I put a clip on the bandages to keep it in place and got up "That should do. Please, stay safe, Celestia. I've grown to actually enjoy your annoying visits," I left the cave, venturing out into the great unknown, with an inkling of an idea growing in my mind.

"Greedy nobles, Discrimination against other species, so many flaws ruin this country and by extension this world. The only means of erasing these issues is a complete reset. Maybe then I can rest, knowing I did something right,"

Author's Note

I've been itching to get this out since I came up with the character Grim. Now that it's finished, I can start writing up the endgame for this arc. I'm pretty proud of this one- twice as long as the last one and is going to get longer and more awesome with time (I pray) so please drop a like if you enjoyed and crush me with dislikes and criticism if you didn't (Don't worry, I can take it) and I'll see you as soon as I can.

Stay dizzy. Wuzzy out.