FallenStar looked at the now empty warehouse that, no more than a few months ago, had been her home base.

"I'm not so sure about this," She said as she looked up at it,

"Now is not the time to chicken out," a voice called behind her, she looked back as Rerun made his way to her side, his arms dragging two suitcases a fair way behind him, as he came to a halt his arms began winding up to him "The time to chicken out has already passed," Fallenstar smiled at the only friend she who had ever stayed by her side, granted he was a little crazy, but he'd gotten better over the years, when he joined her as her first in command she was always worrying that one day he'd get bored and blow her entire building sky high, and he had admittedly come rather close to doing just that a few times in the past, but she remembered the day she's had a change of heart, and the day Rerun proved to be her only true friend.

FallingStar was sitting at her control panel, the coming fight was long expected. After what had happened to the Maniac the heroes had crossed a line that had resulted in a violent wave of crime from every Member of the League in Maretropolis, a total of 27 Villains had once made up the League, but when the Warden, the head in command of Maretropolliese Super Villain Prison the Vault had beaten Maniac to death the backlash had been hard and a war had started on that one day, the once rather small group of 27 grew into every single villain of Maretropolis, the Big dogs came off their pedestals and the lowest of rats came out of hiding, every villain had come as one and the onslaught had began. FallingStar had called back every single one of her minions and retreated to her hideout, she had offered her base as a hideout for those who did not want to take their chances with the army of heroes that was quickly forming, at first none had accepted, but by the time she had reached her base a blood-splattered Rerun had come strolling in with her forces. And now her base was on high alert while she and Rerun waited for the battle to end.

"So what happened?" She asked while Rerun wiped himself off.

"Me and Maniac weren't friends, but we respected each other," he said simply "We had an...agreement should one of us die before the other," FallingStar watched as he pulled out a blood-soaked Crowbar and began cleaning it.

"And what was that agreement?" She asked.

"If I or she were to die at the hands of a Hero, we would do everything in our power to kill the first hero we see the same way, no bias or faltering," FallingStar gave him a once over.

"So who did you...?" She asked.

"The Mysterious Mare Do Well," Rerun said bluntly "Think she was Radiances sister," he said this like was no big news.

"You killed a hero?" She asked with a shake of her head "You killed one of the Power Ponies siblings?"

"Well she wasn't dead when I left, but I imagine she ain't gonna be going on long considering the way I left her," he looked up at her, he didn't have the same Jolly lack of care in his eyes or grin on his face, he was frowning in confusion, "I was going to throw down that last blow...but I felt something unpleasant and decided to leave so the feeling would leave to," He gave her an even less happy look "But it didn't go, It's still here and it's making me feel off," FallingStar sat in silence as he cleaned the last of the blood off himself and tossed the bloodied crowbar away as a lost cause, "I decided I didn't want to join the other villain in their blood bath and came here to take your offer to wait it out," FallingStar scratched her chin.

"You've killed a fair number of ponies before," She said "I have to, I wonder what happened," Rerun was holding his tail and doing a motion similar to one wringing out a towel.

"Well...I didn't know those guys, it was funny...but I knew her." he looked up at her and she realizes something, his eye's where off because they where melting slightly as black ink ran down his face, he was crying. "And she didn't beg me to stop," He was silent for a moment, "She asked Spike to stop," he said the name as if the owner was no longer around, "But I didn't stop," they stood in silence, FallingStar had no idea what to say, she wanted to tell him to get over himself but as she thought of it, she realized she herself had never killed somepony she had actually known, she'd had random strangers killed, she'd ended the lives of a few political figures and a few of her enemies, but she had never killed a friend or somepony who had been her friend, her friends had been lost to her years ago, she frowned at the thought of their bodies broken with her hands splattered with their blood and realized what Rerun was feeling, he was feeling guilt. She tried to think of something to say when the alarms went off.

She turned to her monitors and flipped them all to the source, The Power Ponies had found them, and she saw why, a pair of bloody Footprints lead right to her front door.

"Daw crap," Rerun said when he saw them "Now I feel worse, this isn't fun at all!" Thinking on it for a moment, she moved to the railing.

"Open the door and set up ranks!" She called to her minions, one of them looked up at her.

"But...but they're here for him, not us!" he said, sounding scared "We should throw the Toon at them! They'd never know we were here!"

"The 'Toon' is our ally, we don't just throw them out the window to make things easier, now open the door before one of them does..." With an echoing blast Mater Horn blasted down the door, "Exactly that," She said with a sigh, she turned to Rerun "Help my men," She looked at him for a moment before adding "And no killing, that's an order," Rerun gave a half-hearted salute and made his way down, FallingStar turned to Matter Horn whose eye's where on Rerun, gathering the wind around her FallingStar formed a small Twister, getting her foe's attention.

For all her Bravado FallingStar hadn't cared much for her outfit being flashy, She wore a Blue body suit similar to the kind most heroes wore, She Wore Black boots and Black Gloves, and around her waist was a plain-looking belt with a little star as a belt buckle. Simply to make her stand out slightly she had a white circle stitched onto the middle of the suit's chest with a star on it, fashion-wise she was far from the flashiest person in the room.

"We don't want any part of this war," She said Firmly "Leave now,"

"Alright, you want to end this peacefully?" She asked "Give Rerun up and we leave,"

"No deal," FallingStar replied "Last chance Matter Horn," She stared at her "For once I don't want to fight you,"

"And for once, I do," Matter Horn replied as she flew forward, the rest of the Power ponies taking on the Henchponies, FallingStar raised the wind speeds, and Matter Horn was sucked into the twister and sent hurtling towards the wall, she redirected herself and turned to FallingStar,

"I'm not leaving without my Brother!" She screamed as she flew back at her,

"And you're not taking him as long as I'm here," FallingStar said as her Twister began forming a thunderstorm.

Rerun made his way down and watched in silence as the Henchponies fought, he stood in silence when a thought echoed threw his mind as he focused on Radiance, after a moment it became clear,

"There still might be time to save her," That simple Idea gave Rerun all the energy he needed and he kicked it into high gear, a propeller came out of his hat and he flew over the minions landing next to Radiance just in time for Zap to call out a warning.

"Hello Darling," Radiance said as she turned to him, a shield forming around her, The look on Rerun's face immediately made her stop, the ink stains on his face giving away that he had been crying.

"You have to go now!" he said as FallingStar and Matter Horn's battle began to fill the Warehouse with a thunderstorm,

"Nice to know you feel bad about attacking me at least," Radiance said as she made her first move, Rerun took the attack head-on, getting a hole threw his torso, one that he could easily fix, but his refusal to move was all Radiance needed to know that he was not playing with her in any way.

"You need have to go to the Griffin Fishdog restaurant on the third street,"

"Why?" Radiance asked, fearing the answer. Rerun choked on his answer

"Because the blood that you followed here is Sweeties," Radiance stood motionless.

"You didn't, you didn't!"

"I did," Rerun said simply, he saw it coming, but he didn't try to get out of the way as Radiance mimicked his favorite attack and slammed him flat with a Hammer before running to Filly-second." Rerun picked himself up just in time for Filly to Pickup Radiance and Hightail it to Sweetie, as he watched them run he sat down, for the first time since he had become Rerun, he wasn't enjoying himself.

FallingStar's storm was now fully filling the Warehouse, Saddle Ranger was running from the storm with Mistress Mare-velous while Zap's intercepted the lighting, FallingStar looked to her minions and froze, they were running, in her one true moment of need they had abandoned her, and that split second of watching was all Mater-horn needed to slam her fist into FallingStars face, her twister died and she was sent flying across the floor. Mater Horn landed and looked down at her,

"I hope you enjoy the Vault," FallingStar looked up just in time to see Mater Horn charge he freezing blast, when a pair of hand hooked under her arms and pulled her out of the way, her hooves getting frozen, she blinked and looked up at Rerun, who had come running to her aid as soon as Matter Horn as punched her, FallingStar looked at him,

"You K?" he asked, FallingStar ignited herself in flames to melt her frozen hooves, Matter Horn stood her ground as the storm died, the remaining Power Ponies come to join the fight.

"Rerun we need to leave, Now!" Rerun didn't even Blink, the two wherein a small Cartoon Rocketship before Matter Horn could even fire, it fell on its side and blasted out of the open door and into the sky, Zap didn't bother giving chase as past history told her it was armed to the teeth, FallingStar sat down as Rerun looked out the small window,

"So where we going?" he asked " 'Casue the cities kind of a mess,"

"Just keep going," She said as she took a deep breath "Take us as far from this city as you can,"

"Roger Dodger," Rerun replied with a salute.

"I never thanked you did I?" FallenStar asked,

"For Wha?" Rerun asked as he looked at the old Warehouse,

"You being the only one to come to my aid,"

"You see unlike Maniac, we are friends so I kind of had to, that aside we have a problem,"

"And that is?" She asked, "Rerun put his hand forward and a barrier shimmed against it, stopping him from touching the door,

"Let's see if they were smart enough to make it a dome," She replied simply, she made her self a Twister, And Rerun used his helicopter hat, the two landed on the roof, and looked in threw the skylight, looking back up at them was a Blue Unicorn.

Author's Note

Fallingstar - Villian name
Fallenstar - Hero name

Special thanks to Dragonknife5 for gifting me this art.