Super Zeros

by Silver Butcher

Rating: mature
Tags: Trixie, Spike, Profanity, Adventure, Violence, Death, Power Ponies, Anthro, My Little Pony: Friendship is Magic, Starlight Glimmer, Original Character
Length: 20986

FallenStar, The Illusionist, and Rerun, the worlds most disliked Super Hero's join forces to save the day and get blamed for everything the Villains did

FallenStar (Starlight) The Illusionist (Trixie) and Rerun(Spike), each super hero's with vastly different powers, A Villian turned good, a Con Mare turned Hero, a Hero Turned Villian and back again, all only have one single thing in common. Nopony really likes or trusts them.

The Power Ponies in this story are the Mane-6 Power Ponies, as such Masked Matter horn is an Alicorn, other characters from the show will appear as Heroes and Villians threw out the story, with the exception of Maniac just being Maniac

Shout out to CaptainSmiley01 For Commisioning the continuation of this story.

Published 2019-07-30 19:10:01 UTC
Last updated 2024-04-24 19:10:21 UTC

The Illusionist

It was a cold night, a thin layer of snow had begun to cover the city of Maretropolis. In the northwestern part of the city sat an abandoned Warehouse. inside were numerous colts and mares hard at work, some had weapons and were guarding the ways in and out, some were refilling vehicles, one guy was playing a game on his Ipad in the corner, in the center of the room however was the main attraction, a large machine was in the center of the room, it's bottom half looked like a Tank, the middle was open to the world so all would know who was bringing them their doom, the driver seat was protected by a glass-like dome, the machine had 4 crane-like arms, each ending with a Special Lazer,

"Yes, work my Minions! The time of our victory is nearly at hand!" a cat man shouted from the machine, "For I the great Tectonic movement shall tear this city apart, let's see the mayor deny me my next ransom!"

"We shall see criminal scum." A feminine voice shouted from a window. "The only thing getting paid is justice." Looking up every single stallion and mare in the building all aimed their weapons at the source of the voice

"And who are you?" The cat person asked before thinking for a second. "On second thought It doesn't matter FIRE!!!" All the hench-ponies fired but the mare stood there smirking as the bullets ricocheted off of her and causing minor friendly fire. Once the bullets stopped the mare jumped down and landed hoof first on the leader while everypony was reloading.

"Alright, so you lot wanna give up or do I need to take you all on?" the mare stood up and all of Tectonic's hench-ponies froze, the figure was of a Blue mare, the Unnamed Superpony of Maretropolis, she was wearing a long flowing cape that flapped even tho there was no wind, the stars on her cape seemed to be slowly moving around, she had a Firework on her chest, she wore Red gloves and a full face mask, her mane was white and in a ponytail, her costume was purple and white, she had been around less than a week and had already taken out some big named villains. The reaction was split, some of them dropped their weapons and got on their knee's with their hands behind their backs in surrender, the rest ran for it, the Mare smiled and the police broke down the doors, the running hench-ponies stopping in their tracks, she turned to Tectonic, and found he was missing, Mechanical sounds filled the room and she turned as the Glass dome sealed shut. Tectonic smiled at her, missing several teeth and with a bloody nose,

"Nice punch! My turn bruiser!" He swung one of the metal arms at her, Heavy hitter superheroes were notorious for trusting in their fists and leaving their legs as their weak spots, he laughed as it made contact with her leg, his laugh died as she turned into mist, he blinked for a moment when with a soft tap his dome turned into bubbles, he turned and looked at the smiling mare.

"Give up?" She asked with a cocky smile, she had gotten full of herself, and at that moment she fell victim to Tectonics ultimate attack, he swiped at her face with his clawed hand, just in time she made herself indestructible and they slid across her face harmlessly, she gave him a kick and frowned as he laughed,

"What a lovely face," He cackled, The mare's hand shot to her face and Trixie blinked, she had forgotten to make her clothes indestructible along with the rest of her body, it took her a second, but she vanished, appearing in the back alley breathing heavily.

"Fuck," she said as she held her hand to her face, "Fuck, fuck, fuck!" she took a moment calming herself down, "It's fine, none of those officers had cameras, just gotta lay low for a while and maybe avoid the cops while I'm at it,"

-The next day-

A sharp banging noise on her door woke Trixie up, she was groggy, she didn't want to be groggy so in a snap, she was fully awake, by the time she got to her hooves she had refreshed herself, new clothes, mane styled and washed, body clean, teeth impervious to damage and white as snow, she sighed as she remembered how she had gotten her powers, she had been an average con-mare, scamming a few ponies there, tricking a few there, it wasn't a very positive business, but she had all the right legal documentation and never directly stole from a pony without them agreeing on it, one day she had been calling anypony out, saying she could beat them in a game of cup shuffle, find the ball win it all, don't find the ball and lose it all, a very dapper looking Colt had agreed, and Trixie had won easily, she had reached her hand out for cash and instead the colt had grabbed her hand, crying with laughter and he sang out that it was my problem now, and then suddenly he was gone and she could litteraly anything, after an hour of dicking around she had set up a few rules, no messing with minds and no making herself powerful and wealthy, just having it without earning it would be no fun, and just making everypony agree with her would suck, no fun if everyponies the same, all of this ran threw her mind in a flash when the slaming came back,

"Oi, what do you want?" She called, there was silence and she shrugged "Don't answer, I Don't open," She said simply as she sat down and made her favorite Newspaper appear in her hand, she looked at the headlines and started sweating, a very nice Picture of her was on the front cover, both of her in her Superhero outfit taken from Security camera footage from the night before, and one of her on the street, the headline read.

'Locoal con-mare con's Police in huge Superhero scandal, Chemical warfare?'

"What?" she asked when, with a crack, her door broke in, three swat ponies ran in, not a word was spoken as one of them shot a canister at her, she waved her hand and it was gone, she got up to ask what the hell this was about when they spoke,

"Back up, she's using that mind shit again!"

"Mind shit?" She asked in confusion,

"You are under arrest," One of the Swat ponies said, ignoring her questions "Under suspicion of using concealed chemicals on officers of the law, hand's behind your head or we will use be forced to use force!" Trixie stood up and rubbed her temple,

"Ok listen we can solve this non-viole..." One of the Swat members swung a Billy club and in and in a flash the three lay unconscious on the floor. "...don't interrupt me" She looked around and sighed as she Picked up the Newspaper and a Briefcase, her small Apartment now empty and clean, she blinked and she was in an empty warehouse in the middle of town, she had set it up so only she could go in, she was going to use it as a super lair, now it was going to be her home. she dropped the suitcase and her stuff was set in in the large area, making it feel emptier somehow, She looked through the paper until she found the article on her, she skimmed through it and found her answer,

"Con-mare Trixie is suspected of using Illegal chemicals to make hallucinogenic illusions, Trixie, police have dubbed her the Illusionist, is dangerous and should not be interacted with. If seen contact to Police so they may notify a Real Superhero to take this pompous pretender down a peg." Trixie stared at the page in silence.

"They find out I use to be a con-mare, one with all the legal paperwork, and they just peg me as a fucking SuperVillian!? I've taken down four other Supervillains, why wasn't that...oh motherfucker," She had found the reasoning, the writer of the article had pegged her Superhero work as part of her masterplan to become the Kingpin of the city's crime. Trixie crumpled up the newspaper and tossed it away as she leaned back and groaned, wondering what she was going to do now when she saw two figures staring at her from the skylight.

Author's Note

Special thanks to Dragonknife5 for gifting me this art.

Rerun

The Masked Matter horn looked at the old Warehouse where the Horder, a less than phenomenal villain, was set to sell of a powerful weapon of mass chaos and destruction for some worthless knick-knack or another, the Villian had the power to find legendary artifacts with easy but couldn't find common things easily so their worths had swapped for him, this rare one of a kind relic of probably one of the hundreds he had just laying around, really his only crime was selling without a license, the villain he was selling to on the other hand had a track record of violence, The Slicer was a Serial Killer playing at being a Supervillain, his only goal in life was to cut off the head of a High ranking hero, any hero, and use their skull for a Nacho bowl, something he had told her in person when he had attempted to do just that.

"Alright team ready?" She asked, with her was Filly-second who was to make a go for the Artifact, Saddle Ranger in case of emergency, and Humdrum who was on back up emergency grab and run duty, the rest of the Powerponies where dealing with a rampaging monster in Haywaii, Matter horn herself looked down as the Slightly overweight Horder walked out of the warehouse, he looked like he was done with life and all its bullshit, "Move into position" Matter horn said, Filly gave her a thumbs up and, after picking up Humdrum and the small bag he had brought with him, ran to his point and dropped him off before running to her point, Humdrum was close enough to smell that Horder hadn't bathed in a good long while, Matter horn and Saddle stood atop the roof, ready to jump in if Filly was caught so they could provide enough of a distraction to let Humdrum grab the object of power and get far enough away from the fight so the rest could take down the villains without worry. Humdrum mentally sighed as he saw the large group of thugs circling around Horder, the circle broke momentarily so Slicer could walk up to him, in his arm's was a box. Slicer was wearing the most generic punk clothes ever, complete with the douchebag method of wearing Sunglasses even tho it was pretty dark out.

"Exactly what you asked for," He said as he opened the box and displayed a stack of the most recent and easiest to find comic books in it,

"And as you asked for," Horder said, holding up a much smaller box "I must caution that you shouldn't hold it without..." Filly-second made her move and jumped over two of the goons, kicking them while she was in the air, the split second of jumping and kicking was all Slicer needed to drop his box and pulled out a metal bat with knife's welded to it, Filly stopped in her tracks, not wanting to risk him getting a hit on her, one small prick at full speed could end up turning into a cut deep enough for stitches and would prevent her from properly using her powers if it was in the wrong place.

"Plan B" She called, Matter horn took the to sky and blasted the group with a frost beam, freezing one of the grunts in place,

"Plan B" Slicer called back with a smile, multiple goons game out from the alleyway and began shooting at them, one of the gunshots hit a bird and before it even hit the Ground Saddle Ranger was beating the goons into the ground while Filly avoided Slicer, who stood between her and Horder, behind Horder Humdrum walked out from behind the Trashcans that had been his hiding place. Horder turned and stared down at Humdrum, he was about to notify Slicer of him when Spike picked the bag and revealed what was in it, the recently released Super Mare movie, Horder stared at Humdrum like he was giving him a lottery ticket.

"Just came out today," He said in awe as he offered Humdrum the box who took it and gave Horder the bag who, without hesitation, put it in the box of new comics and headed back into his Hideout, Matter horn didn't try to stop him since it had been proven in the past that the odds of hitting him where impossible unless you had no idea how to aim or use what you where attacking him with, Slicer turned just as Horder's garage door began closing, He looked first at him then to Humdrum, then smiled.

"Alright, buddy, hand over the Gear and I might consider using your head as a doorstop instead of throwing your body in a lake." He moved to attack and got tackled by Filly-second the two fell forward and Humdrum took off, he started heading the nearest ally, "after him!" He demanded as the held Filly second down and the two rolled in their struggle "Get me that fucking gear!" 5 goons turned down the alley and started opening fire Humdrum took a turn and the box was blasted out of his hands, the bullets shredded his gloved and the box but his hands and the contents where fine, Humdrum, turned and picked up the Gear and ran down the turn, his costume and his cape getting shredded as he did so.

"Let's just tackled the little fuck," one of the goons said as they gave chase, Humdrum looked at the black and white gear, it didn't look too special to him, then he became acutely aware an uncomfortable burning in his hands, he blinked and slid to a stop, barely noticing he had hit a dead end as the gear melted into the holed in his gloves and drained the color's from his scales, suddenly he felt like he had been stuck with a brick and fell to the ground as every atom in his body began violently shifting. The goons turned the bend and saw him laying on the ground.

"Alright, Pipsqueak," The biggest of the 5 said as he punched his own hand "Time to hand over the good if you know whats...whats...what the fuck?" Humdrum wasn't much of a Pipsqueak any more and they became aware of this as he rose off the ground, a shallow sound echoing threw the alley as he got to his feet, the sound got louder and became distinguishable, it was a broken laughter, it sounded as tho it was coming from a old movie projector that was just a little past usable, the large, lanky Humdrum turned to look at them, and they saw his colorless face and they now saw that he looked like he had jumped out of an old steampunk 80's cartoon, he had a stovepipe top hat with goggles resting on the brim, he was wearing a long trench coat a white undershirt, a bow, and a pair of black pants, his arms where long and ended in large gloved hands, his eye's where black circles and his smile was round, his teeth where sharp and metal.

"Hey boys," he said merrily "Lookin' for me?" he tipped his hat and the goons pulled out their guns again, his smile melted as he gave them a once over as his hat came to a rest back atop his head. "Oh we playin' now are we?" he asked as he put his hand in his coat "Alright boys," He pulled out two cartoon pistols and pointed them at the goons smiling "But only for a minute, kay?"

Filly-Second and Slicer split and ran as Saddle ranger came crashing down near them, Slicer turned to the alley where Humdrum had fled and was about to give chase when one of his goons ran out of it, he was splattered with blood and had a little bang flag stuck deep into his arm, Matter horn caught sight of him and, before she could even begin to worry about Humdrum, a shot rang out behind the goon and a bang flag impaled itself deep into the goon's calf he screamed and fell face-first onto the concrete. He turned back in fear as the shooter walked out in, the three Power ponies froze, even the hulking Saddle ranger was at a loss as what had once been Humdrum walled to the goon spinning his pistol.

"Please!" The Goon begged as he tried to crawl towards his boss, "Please don't..." Humdrum puled the Trigger and the goon screamed as the shot ran out, after a moment he rapidly felt his chest, Humdrum smiled as he held the Pistol back up, a Bang flag flying out of it, "Oh thank you," the goons cried, relief was short-lived.

"I won't sit there if I was you," Humdrum said as he pointed up, the goon was suddenly covered in a shadow, he just had time to look up before the Giant Anvil crushed him, Saddle-ranger was is such deep shock she had lost her rage over the dead bird and was no longer bulked up.

"Humdrum," Matter horn said heavily, horror evident in her voice "You...you would never..."

"I suppose your right," He said cutting her off, "Humdrum would never kill. so I guess I ain't Humdrum no more," he spun the pistol in his hand and it was gone, he looked up at her with a smile and pointed at himself "You can call me Rerun now since I look so much like an old cartoon" as the exchange went on Slicer looked down at the Anvil that had killed the goon,

"That should be mine," he said angrily as he picked up his knife bat, "That power is mine!" He ran at Rerun who had put his hands behind his back, Slicer swung the Bat down over Reruns head, and hit the ground instead as Rerun sidestepped the swing, Slicer turned and, before he could swing again, Rerun had grabbed his shirt and began spinning around in a circle, pulling Slicer with him like he weighed nothing, as she spun he sang.

"I spin you round and round, all around Maris town!" Rerun came to an unnaturally fast stop and whipped his arm, throwing Sliver into the air. "and when you hit the ground, you'll wish you'd never fallen down," Slicer flew high into the air, just before he hit the ground Matter horn caught him, and flew back down, Slicer had passed out, the speed of his accent had torn the air from his lungs, Matter horn tossed him onto the pile of knocked out goon and turned to Rerun, who looked less than happy.

"Well aren't you a killjoy," He said as he turned back to the alley, the Anvil disappearing as he did so, "But between you and me," he looked at the Power Ponies with a smile "I wouldn't have put him there," Filly second reacted without hesitation, the unconscious goons and Slicer ended up being tossed haphazardly across the small area and just as she slid to a stop an over sized Anvil crashed where they had been a second before, Matter horn and Saddle ranger looked back in temporary horror, then relief when the say Filly Second had saved them, the Trio turned back to Rerun, only to find he was gone. Matte horn landed and there was a long silence.

"What just happened?" Saddle ranger asked, trying her best not to cry at the thought of the lines their friend had just crossed. Filly-second ran down the alley, then ran back pale-faced.

"Don't go that way," she said as she did her best to not look at the Anvil crater full of Goon.

"I...I...I..." was all Mater-horn could think to say as she sat down as stared blankly at the alley, the image of the demented cartoon that had once been her brother still burning in her mind.

Author's Note

Just so you know this chapter is disjointed from the stories Timeline and is happening before the events of the first chapter.

Rerun - Designed after Peacock from Skullgirls with powers based off of Peacock, old cartoons and any Robot character I can think of who has a cool power (Like Inspector Gadget or Lego Cyborg)
Special thanks to Dragonknife5 for gifting me this art.

FallenStar

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.

Con v Toon

Author's Note

a short update, just letting you all know I'm not dead.

Con v Toon

Trixie stared at the duo and they stared back, Rerun was the first to call down to her.

"You made a wall, you should have made a dome," Trixie reacted on instinct as soon as she saw them, even after their absence they were still well known for their villainy, Rerun for beating the Hero that was now known as Sweetie-Bot nearly to death and Fallingstar for being the first villain to escape the Vault, Trixie suited up and joined them on the roof, the two looked at her and she looked at them.

"Hey, you're that Illusionist lady from the paper," Rerun noted.

"That name better not stick," She grumbled as she put her hand out and in a flash, the two were tied up and gagged "But hopefully turning you two in will help clear my name," She made to pick them up when Rerun smiled and shredded his gag with his serrated teeth

"Anvil!"

"Anvil?" She managed to ask before said item fell from the sky and crushed Rerun, She didn't even have time to fully react before the Anvil swirled into inky goop and turned into Rerun who tipped his hat.

"Evening!" he greeted "I mean you little to no harm,"

"I'm sure that's what you said when you beat Swe..." Illusionist started when Rerun gave her a dark look.

"Mention that and I'll beat the shit out of you," He warned. The Two had a stared down as Fallenstar froze her ropes and snapped free of them.

"Alright let's all just calm down and..." Illusionist charged and Rerun pulled out a cape and spun out of the way.

"Olé!" he said with a smile when the Illusionist appeared in front of him and slammed her fist into his face, Rerun skid across the roof and landed at the edge of it with one of his hands on his hip and the other holding a cup of tea. "Well, shit," he said with a smile when a giant ghostly fist flew at him and, with a crunch, destroyed the teacup, Rerun having jumped out the way, making train sounds with steam pouring out of his hat as he ran at the Illusionist at great speed, he hit her and proceeded to shatter into pieces on impact, "I see the Papers lied about you powers," His head said merrily as he began snapping back together "I don't have enough brainpower to be tricked by Illusions,"

"I figured as much," Illusionist said as she held up her hand to wrap up Rerun for delivery when an Iron fist flew at her, Illusionist exploded into smoke and formed behind Fallenstar, who had warped the metal of the roof into a metal clone of herself. Static flew off of Fallenstar as she moved fast as lightning and kicked Illusionist's feet out from under her, shocking her with the static as she did so.

"Your powers seem to be limited by your own reaction time," She noted as she looked at the Illusionist "Meaning that the easiest way to defeat you whould be to overload your nervous system with Electricity," The Illusionist picked herself up and looked as Fallenstar in silence. "Listen," she said holding up her hand "I don't want to kill you, and I'm sure you don't want me to either," Fallenstar offered the Illusionist her hand "We just want what every hero want's us to do, we just want a chance at redemption," Illusionist stared at her in silence.

"We can talk inside then,"

The Weirdest Superhero Team in the world

Author's Note

the last chapter was a little short so I made this second one, I was gonna combine them, then I went, naw this way people who have already read the last chap will read this one.

The Weirdest Superhero Team in the world

"Somehow you've gone and made this place feel even emptier than if it had actually been empty," Rerun said as he leaned back, his tail curled like a spring and acted as his seat while Fallenstar looked around her old base, every tiny piece of her base that hadn't been apart of the actual building having been looted, she even had her suspicions that the doors had been swiped and Illusionist had replaced them upon claiming the place as her's.

"There," Trixie said as she sat on her couch, her costume melting into her lazy day clothes as she got comfy "It is now a dome," Trixie looked at the two villains as she thought back to her old con days, she hadn't technically broken any laws, but she had been, by definition, a con-mare, so the well being of anypony other than herself hadn't really been in her heart.

"So miss Trixie," Fallenstar said as she turned to look at the mare "However this may end I do want to...thank you for letting us talk to you first," Trixie shrugged.

"I kind of figured you guys were a little off from the stories when he dropped the Anvil on himself and not me, so what happened? The Vault re-education program actually work?" This was met with immediate laughter from both Rerun and Fallenstar.

"Oh, oh no," Fallenstar said after a minute "Trixie the Vault doesn't re-educate their prisoners, they get paid a large sum for every one kept in their walls, as a pony who spent most of her childhood and all of her teens in the vault I can assure you that place is no better than a slave camp," Trixie looked at her in silence as she pondered that,

"You mean to tell me," Trixie pointed at Fallenstar "You were first locked in the vault as a child? The hell did you..."

"Why Ms. Trixie I was born with powers and my Parents had none," Starlight smiled "They didn't register me because they had tried so hard for years and so desperately wanted a daughter, then I had an outburst when I was 8 and caused a snowstorm, the Vault came for them, they were sentenced to life in prison for violating multiple laws and I was sentenced to life in the Vault because I was deemed too dangerous to train due to having loved ones in prison, I then spent the next 9 or so years in the Vault, then came the infamous day when I made my escape, I wasn't the only one in on the escape, but due to a simple slip, I didn't see the rock, I fell on my face and looked up just in time to see my friends run across the borderline and...and..." Fallenstar stared at the wall in silence, Trixie looked at her then to Rerun who had lost interest due to having already heard the story and was now sweeping the floors.

"...you don't need to know," Falllenstar decided as she looked back at Trixie "I remember seeing that look you have shining in your eye every time I looked in the mirror while we prepared out escape, I Remember seeing that look shining in Reruns eyes every time he did anything up until he..."

"We all know what I did," Rerun called back "And frankly I don't want to think about my eventual death at the hands of her or Radiance until I am forced to face it," Fallenstar sat next to Trixie, who warily took her hand, they shook and Fallenstar smiled.

"It's a pleasure to meet you, Trixie, I am Starlight," She smiled before pointing to Rerun. "and his name is Spike," Trixie looked at the two of them, and smiled.

"Wanna make the weirdest fucking superhero team the world has ever seen?" She asked, Starlight smiled and Spike gave a thumbs up.

"Alright, as my final command as leader of this Warehouse before Starlight takes over what say we get some electricity and water running threw this place?"

Shopping gone wrong

"...you know how much you owe me?" Starlight demanded, she was on the phone talking to an old associate of hers. "Oh really?" She asked "I may not be in the big leagues anymore but that doesn't mean I can't hit you with a well aimed twister," She nodded as the voice responded "Alright, now that we're on the same page you can pay up, the old base has been looted like hell, just hook me up with your usual, Electricity and water," Starlight nodded as the voice responded "Yeah same place...yeah...yeah...OK see you in 20," She hung up and looked at Trixie and Rerun, who where having an odd argument.

"How is Teleportation dangerous?" Trixie demanded as she lay back on the thin mattress that was her bed.

"Leaves a very small imprint," Rerun replied simply "Do it to many time in a set amount of time and you'll end up with a magnetic field," Trixie looked at Rerun in confusion and he got ready to begin a lecture that would have been infinitely more confusing than helpful when Starlight jumped in.

"If you teleport to the same place to frequently you'll cause a space ripple, no creature would notice, but the place you've been teleporting will develop a magnetic field and in no time every compass, magnet, and all radio signals nearby will start converging on that location, won't take long for the Vault to track you down, and when that happens they alert every hero in the area." Trixie looked at Starlight in silence who smiled "So basically never teleport to the same location more than twice within the span of a week."

"Alright," Trixie said as she got up "I get it, I'll just walk down the block and get us some food, but oh wait," She looked around the room then pointed to herself, "We're all wanted criminals for good and bad reasons," Trixie looked at Starlight for a long moment before groaning, in a blink she was wearing a hoodie and her fur had been dyed brown. "I look so stupid," Trixie muttered angrily as she turned to leave only For Rerun to jump on her back "What the hell?" She demanded as he smiled at her.

"And I'll be the backpack!" He declared loudly as he wrapped his limbs around her shoulders, before Trixie could complain he turned into a Backpack, she stared at it in silence and looked over at Starlight in confusion, who shrugged back.

"He hasn't really had much to do in the past few months, just let him have this," Trixie groaned and continued on her way. Starlight watched them go before turning to the mostly empty warehouse and then the pitiful collection of furniture in the center of the room. She turned her attention back to her phone and dialed up an old friend.

"Yes It's me," She said in response to the surprised voice on the other end. "You still have all my emergency gear?" she listened to the response and smiled "Good, Same place as before, yeah, yeah Threes a good time,"

Trixie grumbled angrily to herself as she made her way down the street. The Bag unzipped itself and Rerun's head popped out.

"Something wrong?" he asked.

"Get back in there idiot, every super in the city will come running if you of all creatures are spotted,"

"Just trying ta be polite," Rerun retorted as he sunk back into the bag, as soon as the bag was closed a ringing sounded from her pocket, Trixie blinked and reached into it, finding a Dark brown flip phone, she looked to her back and found the bag was now gone, she groaned and flipped it open, Reruns 8-bit face looked back at her from the small scream.

"How's this?" He asked, Trixie rolled her eyes and put him up to her ear.

"Less crazy," She admitted as she crossed the street.

"So tell your new best friend what's wrong," Trixie looked at the phone for a moment, she wasn't sure if she liked the living Toon but he certainly wasn't how she'd expected him to be, she'd never seen him due to him never actively going to the west part of Maretropolis but she'd heard stories about how ruthless and monstrous he was, having met him she was confident that the stories were either exaggerated, or he was a dam good actor. In the offshoot that it was the later, she decided to be cautious in talking to him.

"I just got a bounty placed on my head because I forgot to make my mask indestructible and got it torn off, now the Government wants me, I can't go anywhere for any reason without a disguise, and just to top it off I bet my asshole ex-landlord is gonna feed them a shit ton of lies for a quick buck."

"Don't worry," Rerun said with a serious tone "I'll track him down and fill his house with Cherry Pie's," Trixie let that soak in for a moment.

"I sincerely doubt that would help, but if you actually do that I'd be lying if I said I wouldn't find it funny," Trixie crossed the street, unaware of a group of three ponies on top of a nearby building.

"Any sign of her?" A male voice asked.

"Dimly," a robotic female voice replied "Whatever she uses to make her illusions it has a very dim magical field,"

"So She's close by at the very least," A 2nd Male Voice questions, his voice having a dim robotic effect to it.

"Not just close," The Robot mare replied as she looked at her arm, "I've put sensors across the block since witness reports indicate this is one of her old hangouts, I'm getting dim feedback from three of them, one faint, one strong, one going wild, So if I work some of my own brand of magic we can deduce she is-" The Robot mare did some calculations before the scream on her arm went dark and she pointed down the block to a Corner store. "-At this moment in the store, and judging by the magical feedback She might not be alone," After a moment the Male with the none robotic voice jumped off the building with ease and made his way towards the corner store, Inside Trixie was grabbing a few odd's and ends.

"Why don't you just make food appear?" Spike questioned.

"Because when I do it's taste Horrible," Trixie replied "I can survive off it, but I don't really wanna," Trixie was tossing a box of crackers into her basket when he walked in, the store went quiet as the few customers and the two staff members looked at him. The Colt wasn't big or threatening, but his Armor caught their eyes, The Colt wore Robotic armor all around his body and had a Metal helmet over his head, Trixie was silent as she looked at him.

"Is that Iron Mane?" She Heard Spike ask threw the phone.

"In full battle armor," Trixie confirmed as she waved her hand over her cart, it's contents disappearing and a fair amount of cash appearing in the register unnoticed. "Shopping trip's done and I just used my last teleport on our food, let's hope we can get out of here,"

"Why didn't you teleport us with it?"

"Because I panicked you dick, shut up and turn into a bag," Trixie dropped the phone and it turned into a bag as Iron Mane went to the counter.

"H-Hi," The colt behind the counter said in awe.

"Don't panic," Iron Mane said calmly "But there's currently a Villian who uses Halicinagenic gas in your establishment, I'm gonna do a sweep for them, but when I find them they will certainly-" Iron Mane turned to the door in a flash and held up his hand. "-Ma'am," He said calmly as Trixie froze at the door. "Please turn around and move to the back of the store, I'm about to do a scan for-" Trixie turned to the hero swiftly and tossed several smoke bombs at him before dashing out the door. "-Yeah I figure as much," Iron Mane said simply as he headed out the door," Trixie made it about 20 feet away from the store before the remaining two heroes landed in front of her and she slid to a stop.

"Hello," Sweetie Bot said as she and Mega Mac Looked at her, Sweetie bot was fully robotic, while Mega Mac seemed to still have most of his head intact, save for his right eye. "You must be Trixie, Please to meet you,"

"Heard about the work you did taking down a few super villains," Mega Mac said as he eyed her. "I was hoping the paper's where bullshitting about you, but after you beat the shit out of the peace squad sent to your home-"

"Those guys broke down my door, threw a canister of some random shit at me, then tried to beat my face in," Trixie snapped back, "They fuck was I suppose to do, let them kick my shit in?"

"What you're supposed to do is register your crazy mind stuff with the Government, your parents are already being taken into custody as we speak just in case your mind-stuff is a power and not a chemical,"

"I can confirm," Sweetie Bot said as Trixie's fur turned back to her normal color and her clothes turned into her super suit save for the bag. "That whatever she is using to do what she does, it is a power, not a chemical,"

"Then your parents will be placed into the Vault maximum security prison and you will be instituted into the Vault itself untile you are deemed stable enough to be a hero,"

"But I wasn't born with these powers!" Trixie snapped back instantly "You can't-"

"There is no way to prove that," Mega Mac replied simply "if you are telling the truth then I Apologise for all of this, I really do, but if I bend the rules for you I have to bend them for everyone, and the rules are what keep the world in order So I will ask this only once, Surrender or be detained by force," Trixie took a step back when A Net wrapped around her, Instantly the net was gone and she turned to Iron Mane.

"I'll be the first to admit," Iron Mane said as his screen's flashed inside his suit "That was impressive, my suit isn't even registering the net anymore,"

"Please understand," Sweetie said as she moved forward "If you don't come quietly the vault will label you as a Villian and your stay there will be incredibly longer than if you just surrender,"

"That's a Lie," Rerun shouted back from the bag, There was a moment of Silence as Mega Mac, being the only one at the moment who faces could properly emote, Looked at Trixie in shock.

"Why are you still wearing that bag?" he demanded as she gave her a once over "You changed the rest of you, so either you didn't notice-" The gig up Rerun turned back into himself and rode Piggyback on Trixie.

"-or it wasn't a bag," Mega Mac finished as he looked at Rerun in silence before looking back at Trixie "Guess the papers got it right, Detain them both fast," Iron Mane shot a Lazer from his hand, and Rerun swung into action, Batting it away like a Ball with a Bat he pulled from nowhere, Mega Mac's hands turned into Large blaster Cannons and Two Sholder guns appeared on Sweetie as she looked past Trixie and at Spike in silence. Trixie took her chance and rushed Mega Mac, Who fired his gun only for her to turn into bubbles and land on his head, he swung at her and she turned into bubbled again and formed behind him, high tailing it down the street.

"Well that's gonna be Annoying," He said angrily as he rushed after her. Sweetie was standing still as she stared at Spike, for a brief moment she flashed back, pain erupting from her broken Body and Rerun held the Crowbar up to finish her, but after a single pleading word, his smile faded and he had walked away. Sweetie stared him down had before calling out loudly.

"Spike," Rerun froze and Iron Mane took his chance and blasted the toon in the face, sending him flying past Sweetie and into Mega Mac, who fell over upon being hit, Rerun turned into a ball and rolled off the Hero and speeded after Trixie. Rerun turned back into himself and pulled a remote with one large button on it and began pressing it rapidly.

"The hell you-" Trixie turned into Bubble and Rerun lost half his body as one of Mega Mac's blasts hit him, he went flying and landed on his face, his missing parts repairing themselves and he turned to his foe, Who slowed down and held his hands up.

"Hey Spike," He said calmly, earing an eye twitch from Rerun "Remember me? Your old buddy, We use to Hang out every other weekend," Rerun frowned and took several steps back.

"What-I don't-I'm not-?" Rerun replied in confusion as Sweetie slid to a stop next to Mac.

"Come on Buddy," She said in a soothing voice "I know you didn't mean to hurt me, to hurt anyone, your sick, come with us so we can help you," She held out her Hand and Rerun looked at it. As this was happening Trixie was dodging around Iron Mane's attack.

"You know Illusionist, your pretty good at dodging," Iron Mane held his arms up and several parts of his armor came out to reveal small missiles. "Let's kick it up a notch," Iron Mane Fired, and Rerun took a step back when the sky went dark and a Storm came to life above them.

"Three versus Two seems unfair," Starlight said as she floated above them in a small air cyclone, Electricity sparking around her body as she stared down at the Heros "Let's even the odd's a little shall we?"

Author's Note

Posted on my Birthday

Twas a Decoy

"Fallingstar," Sweetie-bot said in shock as Starlight landed next to Rerun, Trixie immediately appeared next to them, "This is bad, Call reinforcements we can't beat them alone.

"It's Fallenstar now," Starlight corrected "And we don't wanna fight,"

"Bullshit," Mega Mac said angrily "My Grandmother died in that Tornado you caused several years ago..."

"I didn't do that," Starlight said angrily "You can't just blame every fucking natural disaster on me dammit,"

"Before you, Maretropolis never had any bad storms," He said angrily, "Then You show up and it's one major disaster after another, what do you think I'm fucking stupid or something,"

"Yes," Starlight replied bluntly as she summoned harsh winds, Iron Mane held up his hands and a shield appeared in front of him and his team.

"Rerun," Starlight said sternly "Express exit,"

"Train!" Rerun cheered, and the loud steam engine whistle filled the street as a Cartoony Train came barreling down the road from nowhere. Rerun's arms shot out and he grabbed his two friends. With them both, in his grasp, he jumped and perfectly nailed his landing so that they ended up on top of the engine as it barreled past.

"Chase them down," Sweetie yelled through the wind "I'll contact the Power Ponies for backup,"

"Rerun we need an express ticket to Maretropolises Western Bay," Starlight instructed "Illusionist..."

"I refuse to respond to that fucking name," Trixie said angrily "It's a power, not an illusion,"

"Trixie," Starlight amended "Don't let them slow us down, I've ordered sensor blockers and there being installed on the roof, in ten minutes we can teleport to and from home base with nary a care in the world,"

"You made a big ordeal about space ripples and shit," Trixie shot back irritably.

"Yeah," Rerun agreed "I feel like I wasted my time with that if there was a solution,"

"They're new," Starlight responded "I only just found out they're a thing, now focus on..." Their talk was cut short when Metal mac and Iron mane caught up to the train, Iron mane grabbed Trixie by the middle and pulled her a few meters into the air before she turned into bubbles.

"Ah so I can touch you,' Iron mane mused "Alright just gotta find the sweet spot and knock you out of the game,"

"Your welcome to try," Trixie replied curtly as Metal Mac swung at Rerun only for a bolt of Lighting to arc just close enough to him to make him back off.

"I have no desire to fight you," Starlight Warned Mac "But I will if you refuse to back off,"

"Sure," Metal Mac retorted "I'll just let you walk away and let you envelop Maretropolis in a blizzard, or maybe a Tsunami, or maybe another you'll pull off that Meteor Storm again"

"That last one wasn't even me," Starlight snapped "That was Rerun playing with a gun that shot out shrunken boulders that grew back to their normal size when shot,"

"It's true," Rerun agreed "It was a very convincing normal gun,"

"Don't care," Metal mac decided as his right arm shot out and grabbed Rerun by the face, Metal Mac swung to the side and used Rerun like a club to knock Starlight off her balance and sent the toon flying overboard.

No longer having a Toon keeping it in existence the Train they were on proceeded to cease to exist beneath them, Metal Mac hit the Road hard but rolled into the tumble and quickly regained his footing and gave chase as the other three all took flight, Iron Mane was still trying out his hundreds of tools on Trixie, trying to figure out if any of them might do the trick.

"Seems the tools are redundant," He decided as he shot out a swarm of tranquilizer darts that turned into a multitude of Hummingbird and flew away, "So far I've been able to deduce that your only real weakness is your reaction time,"

"So feel like giving up?" Trixie called back "Cause I'd be cool with you just going away and saying I died or something,"

"Not falling for that one again," Iron Mane noted calmly "But thanks for the offer," Iron Mane began sending out multiple attacks at once in an attempt to get a hit on Trixie faster than she could react to it. Starlight was busy trying to avoid hitting any pedestrians with the small twister she was using to fly when a metal fist came flying toward the back of her head, with a loud squeak she turned and found Rerun standing on a large inflatable duck that he had thrown between Metal Mac and Starlight, Metal Mac pulled the duck in and tossed it aside as Rerun landed and proceeded to have small wheels on his feet so as the skate after Starlight and keep his distance from Metal Mac.

"This is the grand Return of Fallingstar?" Metal mac called out to Starlight mockingly, "Running away from two guys without any real powers?"

"It's FallenStar now," Starlight informed Metal Mac calmly "And I don't want to fight, you idiots started it when you branded Trixie a criminal,"

"A move that was clearly correct," Metal Mac spat back "Seeing as the Illusionist is now playing Right hand to you of all ponies,"

"Dibs on being the left one," Rerun called back as he threw a pie at Metal Mac that would have missed had it not ignored the laws of Physics and jumped off the pavement and into the Metal Colt's face. Metal Mac ended up losing his balance over the thrown confectionary and was quickly lost to the foreground and the trio continued running at high speeds away from Iron Mane.

"I'm definitely out of my depth," Iron Mane decided "Oh well, the prospect of getting my ass handed to me has never stopped me before," Iron mane let out a flurry of missiles at the group, Trixie turned most of them into an assortment of lawn ornaments, Rerun stabbed one with a fork and ate it, and Starlight simply froze any that got to close to her.

"That all you-" Trixie was cut off in her own taunt when she realized Iron Mane was gone "Did he just run away?" Trixie received her answer in the form of a Fist to the face, Trixie tumbled to the ground where Rerun immediately caught her as Iron Mane became visible again.

"Yep," He said proudly "knew I had it in me"

"I see you've improved your Armor since I last saw you," Starlight noted as Rerun materialized a second set of arms that began throwing a seemingly infinite amount of Pies at Iron Mane.

"Not the stupid Pies," Iron Mane murmured irritably as he took evasive action "Spike I love you man but as your brother we really need to talk about this evil phase you've been going through, I think your new friends are a bad influence,"

"You're just mad I'm taller than you now," Rerun called back as he stopped throwing pies and instead used his new arms to grapple up to Starlight, riding on her piggyback style as a third set of arms continued the Pie Onslaught "Hey, Trixie, no pressure but Fallenstar can't teleport so your kind of our ride,"

"Rerun we can't go home until we get the all-clear on the sensor blockers being installed,"

"Still I don't wanna lug her around," Rerun grew yet another set of arms and put two fingers in his mouth before letting out a loud train whistle, earning himself a face punch from the now conscious Trixie.

"The hell man," Trixie said, before noticing where she was "Oh, shit," Trixie took flight and with her back on her feet Rerun loaded all four sets of arms and began throwing too many pies for Iron Mane to avoid.

"There heading towards the West bay," Iron Mane said loud enough for Starlight to hear, Iron Mane failed to give up anything more before he fell from the sky, his boosters now coated in the sticky sludge that filled the Inedible Pies Rerun had been throwing Iron Mane lost most of his mobility and fell to the ground and was lost to the horizon.

"That was easy," Rerun cheered as his extra arms all ceased to exist. "Can we go home now?"

"Nope," Starlight noted as she saw a group of 6 ponies standing in wait for them as they got closer to the Docs that called the Bay home "Trixie slow down, the Power Ponies aren't known to listen to reason when their enemy is flying at them at high speeds," The trio slowed to a stop and landed a few yards away from half of the Power Ponies, Zapp, FillySecond, and the Masked Matterhorn stood in wait for them.

"You must be the Illusionist," Matterhorn noted as she stepped in front of her two present teammates and looked towards Rerun and Fallenstar, "Are they even real?"

"Your mom's not real," Rerun countered instantly before frowning "Wait...she's my mom too, nevermind,"

"That's definitely Rerun," Zapp noted as she looked over to FillySecond, who nodded and disappeared for half a second before returning just as Fallenstar stepped forward.

"Hello," She greeted calmly "How long has it been? Four Years, or Maybe Five?"

"This doesn't have to end in a fight," Matterhorn said immediately. "If you just turn yourself in we can help you-"

"Have you ever been inside the Vault?" Fallenstar demanded with a burning rage in her eyes "The actual Vault? Not the theatrical art piece they have in the Bay,"

"I am the leader of the most successful Hero Team in all of Maretroplois, I have been to all eight levels of the Vault,"

"Only eight hu?" Fallenstar chuckled "Funny, I spend most of my life on the nineteenth level but you keep living your little lie,"

"Falling Star look around," Matterhorn waved her walk towards her friends "Were just the first ones to arrive, you have to understand that Rerun is a Dragon of interest, he knows the secret identity of almost every Superhero in Maretoplois, we're not gonna let you use him without a fight,"

"It's FallenStar now actual," Starlight corrected as she felt a light buzzing sensation in her back right pocket, "Is that all he is to you? A Liability you need to see gets tucked away in some far corner of the vault, or do you actually care about him?"

"Spike has done a lot of things, things I'm sure he's not proud of, but both he and the Illusionist can be put on the right path, they're going to have to pay the price for their crimes, and you'll have to pay to, but I can promise you that if you just surrender we can set you on the right path,"

"What the fuck did I do?" Trixie demanded, but instead of an answer, she was promptly ignored as Matterhorn stared at Starlight.

"No," Starlight said without hesitation "The Vault gives no second chances, the only ponies that leave that place are the ones who were paid to be Villians and turn over a new leaf for the sake of marketing the Vault as a Re-educational facility, but every Villian in this city knows the same truth, I'm the only one's who ever escaped that hell hole alive, Maniac put that theory to the test and everyone from the old days who survived that massacre you heroes called a war are either locked away in the vault or planning to stay in hiding until the day they die,"

"You know I'm not gonna just let you run away right?" Fillysecond asked as she held up a button and began clicking it "I checked out your old base and took your door opener, you don't really have an option here my dude,"

"In retrospect hiding out in the same Warehouse as before was stupid," Rerun noted casually "Good thing it was a diversion," Rerun pointed to Starlight with both hands and began rocking his hands back and forth as he rapidly pointed at her "right?"

"Dam straight it was a Diversion," Starlight agreed "Trixie, use your powers to read my mind and figure out where our new base is and teleport us there," Trixie willed herself to know what Starlight wanted her to do and put her Finger into a snapping motion as she made the road beneath the Power Ponies liquidy to avoid getting Ko'd by Fillysecond.

"For the record," Trixie noted "I only teamed up with these guys because you assholes arrested my parents for the crime of me accidentally getting supper powers, Fuck you it's not an Illusion," Trixie snapped and the three vanished.

"Dammit," Matterhorn groaned as Zapp helped her and Fillysecond get out of the liquified remnants of the street "That was your last warning FallenStar, next time I'm taking you down,"

Author's Note

The Warehouse base, it Twas a Decoy

Shout out to CaptainSmiley01 For Commisioning the continuation of this story.

The Mountians Hand

Trixie shut her eyes as she teleported the group to the exact spot Starlight had been thinking of. She waited for some exciting introduction from Starlight, and instead opened her eyes and found herself looking out over the edge of a step cliff at the sound of both Starlight and Rerun yelling. Starlight was now breathing heavily atop a storm cloud, having been teleported over the edge and plummeted for a few seconds she had forced a cloud to form and bring her back up. Trixie looked down and saw a hole that bore the perfect silhouette of Rerun in the ground.

"Sorry," She called out "I've never jumped so far before, I Might have missed the mark by a few yards...or maybe miles," Rerun's hand shot all the way from the hole to being eye level with Trixie and gave her a thumbs up before grabbing the side of the cliff and reeling Rerun back to the rest of the group.

"No problem," Starlight took several deep breaths as she tried to regain her composure "Not the first time I've been teleported into a steep drop," Starlight did her best to shake off the panic of the sudden drop. It turned her attention to the mountaintop they had teleported to. "But, in regard to your worries, you missed the mark by one mountain," Trixie turned around at the remark and found the face of the mountain neighboring the one they were already on had been carved to look like a Giant Hand was grasping onto the side of the mountain.

"What the fuck?" Trixie questioned as she looked to Starlight for something akin to an explanation.

"Before Mane-iacs death at the hands of the Warden, this was the home base to the Anti-Hero association,"

"Also knows and the Metal Hand," Rerun cut in "Which is funny because that hand is made of rock,"

"That comment is why they denied you membership," Starlight replied calmly as she had her cloud carry her to the entrance. A Large half circle platform extended from the wrist of the Large hand. Trixie simply Teleported over and Rerun whistled a merry tune as he walked into the open air. Trixie expected him to make it halfway and then just drop but was almost disappointed when he made it to the platform. Her disappointment was replaced with a laugh when he was instantly hit with an Anvil the second he stopped walking.

"Anyway," Starlight snapped as she spoke to regain Trixie's attention from the Toony Antics of Rerun "The association disbanded when all but two of its founding members died in the great Hero wars. One of them is now in the vault, and the other was kind enough to pay back an old favor and set us up here.

"They must be quite the Powerhouse if they're the only ones who escaped," Trixie said in awe as the doors opened for them and let them into a large entry hall, Trixie expected to find a place that had been left to fall into ruin. Instead, she ended up spinning in place as looked around at dozens of Statues, everything from the highest peak of the ceiling to the corners of the room was all so perfectly preserved it almost looked like a Musueam of Villainy.

"He's is a Powerhouse, but in the end, he only managed to survive the war the same way me and Rerun did,"

"How exactly did you two make it out?" Trixie asked curiously, Trixie was given an answer, but not by her two companions.

"It's called being smart enough to recognize when you're outclassed," Trixie jumped at the voice and turned to see a Pony made of pure Shadow standing before her.

"Holly crap," She screamed out before ceasing to exist.

"That is a fair reaction," The Pony of Shadows noticed before turning to Starlight. "Falling Star...on no wait, you said it's Fallen Star now correct?"

"Good to see you again Stygian," Starlight greeted as the Shadows caved in on themselves and the Eathpony in the middle was revealed.

"Honestly it's wonderful to see you again," He said "I had all but given up hope of anyone from the old days ever coming back, Is Rerun with you,"

"Pie," Rerun shouted from the doorway, said Pie flew through the air and above Stygian, who instantly turned into the Pony of Shadows and chomped it out of the air. "I love this guy," Rerun cheered "He's the only one who can appreciate my fine cuisine,"

"He can only eat your pies because they're pure magic ink," Starlight noted "And he literally eats magic," Rerun stuck his tongue out in response as Trixie rematerialized behind the toon.

"All the newspapers said he died in the war," Trixie said shakily.

"Oh that was a Shadow Duplicate," Stygian chuckled "It's how I've managed to stay alive for as long as I have, but enough catching up, What brings you two back in town? trying to become the next top Villians?"

"Nope," Starlight said simply "I'm done with mindless acts of misguided rage, This Villian is going to be a Hero, a real Hero, not like those Government Puppets the Power Ponies, or any of those other fools,"

"Not to be rude but-" Stygian's words were cut off with a wave of Statrlight's hand "I'm not here to make you join us out on the field, We just needed a base of operations, and you were always a great Den Mother, figured you wouldn't mind lending us the space seeing how we'll be using Trixie to Teleport in and out,"

"So long as you do everything within your power to keep those vultures from entering my home it's yours to use as you see fit," Stygian replied with a smile, "Common Room R is yours to use as a home,"

"Alright come on guys," Starlight turned and made her way to the opposite end of the hall "Oh, and I'm sorry, I heard the Pillars didn't make it out of the war," Stygians face fell at the word and he let out a sigh.

"They should have done as I did and stayed in Retirement," Stygian noted sadly "But thank you for remembering them, they were and always will be my dearest friends,"

Trixie and Rerun followed Starlight down the hall and once they were out of earshot Trixie spoke up.

"I thought the Pony of Shadows and the Pillars were mortal Enemies,"

"They use to be friends," Starlight noted "Stygian wanted to help them fight crime by copying their powers, but there was a misunderstanding, he tried to make the Masked Matterhorn understand in their first fight, but she cares more about being the Hero than helping a Villian who just wants to make things right,"

"20 bits says if she ever catches me I'm gonna be locked up in her personal Prison," Rerun whispered to Trixie "Just like poor old Moondancer,"

"Who?" Trixie asked in confusion.

"Oh, sorry, You probably know her as The Moonmare, she has Gravity powers, Old Matterhorn ended up driving her down a path of VIlliany and after catching her a few years later kept her under lock and key in Powerpony Tower. I've tried busting her out but let's just say there's a reason all the Villians who tried to bring it down during the War died trying,"

"Alright, keep away from the tower got it," Trixie took care to commit to memory that her new seemingly indestructible toon friend with inside knowledge of the Power ponies was seemingly afraid of their tower.

"Here we go," Starlight came to halt in front of a large set of double doors with a set of Golden R's Engraved into the doors. Starlight opened them up and let Trixie and Rerun in before she followed them. Inside they found a large circular table in the center of the room with a scale model of Maretroplis on it. There was a small kitchen area and two doors on either side of the room, one marked with a W and the other an M.

"A little outdated" Starlight noted as she looked at the mode, "but I can fix that, Trixie go ahead and teleport all your personal belongs and the food you got from the Warehouse to here, and make sure you don't bring any ponies who might be touching it with you as you do so," Trixie got to work on retrieving her stuff. Doing so one item at a time to avoid bringing any new friends along for the ride. "Rerun clean this place up a little, Stygian has noticed given less care to the common rooms than the entrance hall,"

"Easy," Rerun noted as he turned his hand into a vacuum tube and began cleaning up. With her Two Companions doing their individual tasks Starlight looked out at the scale model of Maretroplois and smiled.

"What should we do first?" She pondered

With our Powers Combined

Starlight stood in her team's new headquarters and stared silently at the updated model of Metropolis. Trixie had returned to her room on Starlights in order to relax after the chaos of being branded a villain. Starlight looked across the model until she found a tiny Rerun pretending to destroy the model with a squeaky hammer.

"Your sure your up for this?" Starlight asked for what felt like the hundredth time.

"I mean, technically I'm not committing a crime," Rerun shot back "The Humdrum Costume is by all rights mine, I hand stitched the dam thing and paid for the materials, sure the tech you're looking to poach from it isn't mine, but I'm gonna call it a loophole if your that concerned why not just ask Trixie to make what you need exist?"

"We already tried that," Starlight replied "Trixie needs to know a lot about what it is she's making if she wants it to stay in existence when she's not thinking about it, it's probably why the food she creates tastes so bad,"

Rerun shrugged at the notion "Every power has some random drawback I guess, so you find out where they got my classic Costume? That silver ages one was EMP'ed so its tech is fried, and my New age Costume was the one I was wearing when I went all toon so I doubt it even still exists,"

"Since we've been gone the Power Ponies, The Mecha Manes, The Galloping Guild, and many other hero groups all came together to help fund and donate items to the Maretropolis Museme of Heroism, far as I can tell your Humdrum Suit is featured in the fallen Hero's section, best we can bet is that they left the tech in the suit, if not we're going to have to go with Plan B," Rerun's face scrunched at the notion and Starlight shared his distaste for what plan B entailed.

"So, where might my Educational destination be?" Starlight pressed a few buttons on a keypad that protruded from the table the model rested on and a building lit up, "Alright, want me to grab you anything while I'm there, hat, cup, maybe a poster?"

"Just get your old suit and hope it still has what we need," Rerun saluted and then bounced off the table, landing before the door of their common room, and casually walked out whistling a merry tune. Rerun made his way down the halls of the hand with nary a care and had just made it to the entrance hall when Stygian appeared before him.

"Not going off to cause mindless trouble I hope," Stygian questioned the toon cautiously.

"Nope, I got a solo mission, I'm off to the Museum of Heroism to get my old costume back," Stygian nodded at that while making a few small noises of concern.

"And FallenStar isn't worried you'll get distracted?"

"I'll have you know I've changed," Rerun shot back "I have horrible irreversible trauma now, and its haunting echo has so far proven to be weirdly helpful when it comes to doing a task,"

"If, by some chance, that Trama has to do with what you did to Mare Do Well..." Stygian stopped as Rerun's usually merry expression turned to a simple v-shaped frown and half-circle eyes, the universal sign to any who knew him that they had touched a nerve," "...I just wanted you to know that I had the same deal with Mane-iac. It would seem that just as it did to you, it has since ended any pleasure I have as a Villian, hence the retirement.

"Who'd you end up taking out?" Rerun questioned with mild interest.

"I found and crippled the Hero Daring Dash, I found out she was Zapps Mentor when she very quickly found my Shadow Duplicate and didn't hesitate to zap it with enough energy to tear it apart on an atomic level,"

"And I imagine that is why you're staying in hiding," Rerun noted "Well no worries I won't tell Zapp you still walk the earth,"

"I do hope you keep that promise, I doubt I could hide the hand from her for very long if she was actively looking for it again with the added desire to kill me," Stygian walked up to Rerun and held out a hoof to him, Rerun shook it hesitantly and his hand turned black as he did so.

"Whoa," Rerun shook his hand as the Shadow dissipated.

"Should I Die I pass on the Shadows to you," Stygian said simply "That small bit of my power should, in theory, temporarily deactivate your Toonforce, so should you even be in a situation when Magic becomes your crutch, simply call on the Shaodws, and try not to go on a rampage as the Dragon of Shadows," Stygian turned back into the Pony of Shadows and bowed his head "Do your best Friend, Oh, and that Shadow transformation will only last an hour and take a day or so to become reusable, so try not to use it for the sake of a gag," Rerun snapped at that, having already made a half dozen plans on how to use the power of shadows for menial pranks.

"Rats," He muttered "Oh well, thanks buddy, it been a while since I fought any hero teams so if they have any weirdly specific Magic things I'll be singing your praise," Rerun continued walking with a while and a wave and the Pony of Shadows watched him depart.

"I've really missed that guy," He decided as he went back to his daily task of making sure everything in his home was well-kempt,"

The Maretropolis Museum of Heroism

Rerun looked through a pair of binoculars, making sure the coast was clear before tapping his feet together and skating down the open streets of Metropolis. Rerun whistled a merry tune as he shot down the empty streets, the city of heroes being very well known for its frighteningly high crime rates, due to a legal technicality that allowed none-powered ponies the right to early bale as a result of what was often a harsh beating.

The emptiness of the city at night provided Rerun with all the stealth he needed to get to his destination without so much as seeing another creature. Rerun was just thinking how easy this particular job was shaping up to be when he reached the Museum and had to pull a fast one and appear a the top of the library that lay on the other side of the large park where the Museum entrance was linked to, the museum was bustling with patrons, banners flying along the front of it declaring that several heroes would be in attendance at a special exhibit for the next several days and days prior for a special meet the heroes event, with different heroes making appearances every night and day.

"The smart play would be to wait a few days and then make a go for my old Costume," Rerun noted with a smile "Buuuuuuut..." Rerun chuckled "...the fun way would be to see how this heist attempt plays out," Rerun's chuckle turned into an over-the-top villain laugh before he stopped without warning and slunk into the shadows, using his powers to become two-dimensional and slip around the dark parts of the park.

The Park became louder and more filled with light as he got closer to the museum, Rerun's inability to be colorful resulted in him having to slow his pace, as even at his flattest state of being he was still a very off-color of grey with a static-like hue to him that allowed most ponies to spot him if he was in a brightly lit place. Rerun jumped from shadow to shadow, years of practice allowing him to get to the front steps easily. He easily used the shade of a few decorative bushes to slink up the staircase and allow him a clear view of the crowded front doors, where his first obstacle was greeting ponies as they walked in and wishing them a good night as they left for the night.

Mistress Mare-velous, one of his old friends, was happily wishing people a good time on their tour in between what seemed like a serious talk over a walkie-talkie.

"Any sign of him Sugar?" She questioned, after receiving a negative response "Well do your best, and don't hurt him any more than you have to, we have a room set up in HQ and we'd like him to be alive for his rehabilitation," She received another response and, after waving happily at a few ponies walking by, she answered with an angry look on her face

"I don't care what Radiance told you just find him and bring him in if Sweetie-bot wants to forgive him then her opinion is the only one that matters here so-" Mare-velouses conversation faded from Earshot as Rerun slunk past her with the aid of a slightly overweight pony who was one of the many that were trying not to interrupt Mare-velouses conversation.

Having avoided the first obstacle Rerun was at least comforted by the fact that security cameras weren't viewed live, there was an entirely separate staff who spent their time watching the tapes from the day and night before, a somewhat well-paying job tough one with a seven day work week with no holidays and twelve hours shift.

Video servalance duty was a somewhat popular way to dump off one's sidekicks for a mission or two, and Rerun vividly remembered hating every second of it.

He pondered about who was possibly on duty and decided after a second he probably didn't know the new generation of Sidekicks that had popped up after the war.

Seeing how Rerun wasn't particularly concerned if they knew he had been on the premises a day after the fact. He took more care to hide from the patrons than he did with the cameras, all around him the museum was overflowing with Heroic exhibits that all seemed to be about the Mare-velous family line, ranging from the costume the original Mare-velous, known as Lady Mare-velous, the current versions Grandmother, had worn several decades ago, to a display about how Metal Mac had become a cyborg. As the opening area was all about Mare-velous and an extensive family of crime fighters Rerun nabbed a pamphlet and got up nice and cozy to one of the cameras.

"Where do you think I should go?" He asked the camera as he looked for where his costume might have been, he spotted the hall of fallen heroes, and mentally marked his path, spying two ways upstairs he picked the furthest one from the main hall.

"well I can't, not, hit the cafeteria," Seeing how the Museum of Heroism had gone from a show of respect to what could be called the biggest hero-themed mall/theme park in town, Rerun wasn't too surprised to see they had gutted out the massive hall that had once been a re-creation of the original Maretoplise League of Heroism Headquarters and turned it into a food court with multiple off brand restaurants all themed around a different Team of Heros.

"Power Poltries," Rerun almost gave his existence away as he tried not to laugh at the name "I must taste the power of the Power Poltries before hitting the Hall of Fallen heroes" Rerun gave his declaration to the camera before he slunk into the shadows and moved without much care of being caught, getting in while noticed would have been hard but now he at least had a flimsy excuse that most would probably accept without question. The Evil Rerun, breaking into one of the hottest places in Maretroplis, entirely to mock the Power Ponies' flimsy brand rights, he doubted any creature who heard that wouldn't believe it as thus slunk past a display talking about some of Mare-velouses more gimmicky cousins.

a guy with super strength who was weirdly obsessed with painting to the point he used a modified paint gun to fight crime. Another guy with super strength whose gimmick seemed to be that he was married to a buffalo. Of all the Hero's listed the only one he knew by name was Mare-velouses younger sister, who had gone by the name of The Filly Mare-velous in their sidekick days, now however it seemed she had taken the name Miss Mare-velous. As he embarked on his slow journey memories of his first few days of Rerun began rolling in his mind like a movie.

A group of five Sidekicks were patroling the rooftops of Mare-tropolis, two young colts, and three fillies.

"He was here," The Mysterious Maredowell noted as she looked at her team, some more enthused than others, "What is it wonder warf?" One of the young colts, who had a heavy-looking container on his back looking almost like a watercooler, spoke up.

"I don't see why we have to do this," He grumbled "Humdrum's entire power set is stumbling into traps and somehow emerging unharmed, or at least mildly harmed, we could just replace him,"

"He's sick," the other colt shot back, his name was Magneto-mane, and despite how the name sounded he was one of the stronger members of the team, making Mysterious Mare-do-well sad about her weak power, the ability to make anything under forty pounds float in a four-meter radius around her.

Having the power of Electrokinieses Magneto-mane was the strongest member of the League of Side-kicks, Humdrum himself had actually had a fairly powerful one too, having had probability manipulation, meaning in almost any situation the most favorable outcome would happen to Humdrum, however, his power had been depolarized at a young age in a lab accident with Matter-horn, meaning he would almost always end up in the worst possible spot but still end up with a favorable outcome, albeit usually being partially on fire on scraped up.

"I'm just saying," Wonder Warf muttered "the dude cramped my style," Humdrum and Wonder Warf were at constant odds due to Wonder Warf having a well-known crush on the Mysterious Mare-do-well, and Humdrum and her being good friends. Wonder Warf's constant telling of tales to try and make Humdrum out to be a fool had, in turn, made him the unknowing fool of the group. At this point, the only reason they didn't get rid of him was because they didn't trust him not to go screaming to the adults about it if they didn't have a good reason.

"Humdrum is important to this team," Mare-do-well stated proudly.

"Mystery please," Wonder Warf called the Mare-do-well by a pet name she despised due entirely to Wonder Warf's use of it as he spoke "He's gone, we should move on, maybe change up the line-up, of both the team and our lives," Wonder Warfs attempts to make an advance at Mare-do-well was cut short by another member of the party cutting in.

"Let's focus," Filly Mare-velous decided as she looked up, "Cloud Scraper did you find anything?" their fifth member, one who controls clouds to fly, was floating overhead and looking out across the city skyline.

"I found a toon in a tophat watching me with a pair of Binoculars," She called back "Although I'm sure that could be any old toon in a top hat," the group followed her gaze and found their missing friend, Rerun for his part didn't seemed to bothered by them, in fact he had been watching them all night, chowing down on popcorn as they bickered, they were after all his favorite show.

"Boo," he called out, throwing popcorn that didn't cross the distance at them "You guys have too much drama going on," Rerun took a bite out of his popcorn, bucket and all, before adding "There's too much Wonder warf in this scene, the audience demands more Magneto-mane," Rerun punctuated his sentence by sticking his head into his popcorn bucket and finishing it off before leaving it on his head as he licked the bottom clean of both butter and cheesy popcorn salt.

"Sick," Magneto-mane repeated as he pointed at the toon that had his head in a half-eaten popcorn bucket "There is no other word to describe that,"

"Oh he's fine," Wonder warf snapped "Ain't that right Spike, you just got powers and let your true nature shine through," Wonder Warf let out an exaggerated sigh "Some creatures just can't handle power,"

"Fourthy Bits," Filly Mare-velous muttered to the Mysterious Mare-do-well "If Button ever gets a good power he's gonna turn on us in less than a minute,"

"Wow," Mare-do-well chuckled, "You think he'd last a whole minute, so much faith," the two chuckled as Cloud Scraper floated over to try and cut off Rerun's escape path should he make a run for it, keeping a keen ear out in the event he suddenly called an Anvil to drop on anyone present as had been reported of him.

Rerun for his part seemed completely enthralled in his popcorn bucket, and seemed to have forgotten, for a moment at least, that some creature was watching him.

"Where'd my popcorn go?" He demanded indignantly as he tried to look around for it, his vision blocked by the bucket "Oh well," Rerun took the bucket off and tossed it over his shoulder, it proceeded to cease existing the moment he lost interest in it, not even making it to the ground. "So what brings you lot out at this time, it's dangerous for kids to wander these streets at night you know,"

Mystery Mare-do-well held up a hoof, as acting leader it signified she was going in alone and to hold the back line, Wonder Warf tried to speak up but She pointed at him directly and shook her head. Having been shut up before he could even speak Wonder Warf muttered to himself as Mare-do-well used one of her gadgets to grapple over to the opposing roof Rerun was and cautiously approached him.

"Hey bud," She said in a calm tone, Rerun for his part acted fairly cool.

"Well if it ain't the Mysterious Mare-do-well," Rerun greeted, as though he hadn't just watched her walk up on him, although with her limited information and Rerun in an unknown state of sanity, it was possible he had forgotten or hadn't been in a right enough state of mind to process her as anything other than not him. "How have you been, still being harassed by that old Warfer," Wonder Warf gritted his teeth at the remark.

"I'm fine," Mare-do-well replied in a cautious tone, "How are you?" Rerun smiled at her, looked around casually, and looked back just as merrily.

"I haven't the faintest idea how I got here," He declared proudly "Or where here even is come to think of it," Rerun looked around with mild interest, having been so enthralled in watching his old friends' random bickering about him that he hadn't paid a lick of attention to where they or he were at. He didn't consider for even a second to add any of that information to his statement, as Mare-do-well tried to find a way to talk him into coming back with them peacefully, "There's a near guaranteed chance that even if we do get him to come back he'll lose interest and leave halfway there," Mare-do-well tried her best instigate their plan, to lure Rerun into one of the containment cells in the HQ of the Powerponies, at the moment there was already two Reality warper located in the cells.

One was an old friend of Matter-horn who had gone mad and was now on the slow path to rehabilitation, thus far Matter-horn had at least gotten the mare to stop throwing insults at everypony who got too close, though that had just resulted in a chilly silence, and a hateful stare.

The other had been an ancient deity of Chaos whom Saddleranger had accidentally become best friends with, there was a hope of him being cleared for release in the not-so-distant future.

Both creatures were beyond strength, so if the detainment cells could hold them they would hold Rerun, the only problem was getting him into it. The Chaos Entity had been turned to stone and then trapped in the cell for double security before being freed from the stone under the promise he helped with Twilight's old friend, after she had been trapped the diety was allowed to remain unstoned in his cell.

The only problem with this plan was that the deity had been fairly nice to Spike, to the point that the possibility of Rerun getting it to run wild was too high for it to be used in his capture as well.

"You're looking, a nice shade of grey today," Mare-do-well noted, phase one, see if flattery both worked and stuck, phase two, if phase one worked use flattery to convince him to follow them back the the HQ for a party because of how cool he is now, phase three, convince him the party was in a detainment cell.

She held her breath as Rerun looked down at his coat and rubbed at it with a prideful look, it had worked.

"I don't mean to brag but I do have a fine coat of paint," Mare-do-well wasn't sure if that was meant to be literal or metaphorical but didn't much care as she took a step closer "And it's a very fine coat of paint might I say, how do you...um..keep it so grey?"

"I don't have to do anything," Rerun replied merrily "It keeps itself," With no signs of Hostility from the Toon Mare-do-well kept pushing, figuring she'd stop if he started showing signs of agitation.

"Your hat is very nice,"

"Ain't it though?" Rerun took his hat off and the spines of his head fluffed up as he did so, "I just kind of had it one day, but it is, in fact, a very fine hat," Rerun took a moment to brush it off before placing it back on his head "the goggles add a nice bit of atmosphere if I do say so myself," Despite how deep the inky voids of his eyes looked they didn't seem hostile or even aggressive if anything he gave off the air of a child who had just had a fireman compliment his toy fire truck.

"Phase one complete," Mare-do-well mentally cheered "I was told he acted with reckless violence around the power ponies, but maybe he only does that when he feels threatened, it might be he's no longer able to distinguish a threat from a none threat and just assumes either no creature is one or all creatures are," Mare-do-well was just about to start on Phase two when a sound like a lawn mower hit her ears, Rerun turned to the sound and was met with a face full of scalding hot water to his face from Wonder Warf, who called out at once.

"He was about to attack," He cried "I saw it in his eyes," With his cry of violence two of the other members immediately went on defense and attacked. Cloud Scrapper let lose a volley of hail at Rerun, Wonder Warf shot out more scalding water from the jets on the palms of his hand that connected to the container on his back, Magneto-mane summoned lightning in his hand and stood at the ready.

Filly Mare-velous, however, turned to a different foe, Wonder warf did have a weak power, he could convince people of things if he managed to call it out with confidence, the power had many weaknesses and only really worked if the one it was used on was caught off guard, Cloud Scrapper and Magneto-mane both had been enthralled with Mare-do-well's exchange and hadn't been able to stop themselves, but Filly Mare-velous and Mysterious Mare-do-well where both immune to his power due to one having the power to render it null, and one having went through mental training to resist it.

Filly didn't hesitate to smack Wonder Warf across the mouth, in doing so his power was broken and both Cloud Scrapper and Magneto-mane snapped out of it just as Magneto-mane threw his bolt of lightning.

The Electrical attack shot at an impossible speed towards the mist that had surrounded Rerun due to the hot water and fridged-cold hail, only to stop midair as a stop sign popped out of the mist, the mist cleared and Rerun was completely unharmed as he pointed straight at Wonder Warf.

"That's him, officer," He declared, the Lightning grew electrical arms, saluted him, and then shot at Wonder Warf, Filly Mare-velous tanked the hit easily as Rerun Spun to Mysterious Mare-do-well, who jumped back and narrowly avoided being crushed under a Carnaval Mallet the size of an adult stallion.

"That wasn't very nice," Rerun deduced angrily as he swung the Mallet again, "Next time you try a sneak attack maybe bring more firepower," her work having been thwarted by a fool Mare-do-well did the only thing she could and pressed a button on her belt, in doing so sending a signal for back up to the Power Ponies. Rerun for his part seemed beyond enraged, despite how useless the attack had been the fact that he had been attacked seemed to send him into a frenzy, all but confirming to Mare-do-well that his ability to distinguish friend from foe was on a scale of zero to a hundred with no in between for anyone nearby.

Either everyone was his friend or everyone needed to die. However, as soon as she tried to find an opening to escape she noticed one of his arms was pulling at his face while the other wielded the hammer, rendering him both off-balance and slow with the weapon. As though some small part of himself was trying to stop.

"Pull back," Mare-do-well commanded, "He might not be able to stop himself from hurting us," with the call received Cloud scraper picked up the team and began carrying them off, narrowly avoiding an Anvil that barely missed them as the Power Ponies arrived on the scene to try and detain Rerun.

No longer a concern to him the Sidekicks watched the fight for a moment before everyone turned to Wonder Warf.

"You're fired," Mare-do-well declared coldly.

Rerun smiled fondly at the memory, his recollection of the actual event having been mostly abstracted by the instability of his mind in the first year or two of being Rerun. Rerun had easily gotten his chicken in the food court and was now on the third floor, this part of the museum was fully a museum and was for the most part empty due to the lack of extravagant smells and sights.

Rerun came out of the shadows as he arrived at his destination, the Hall of Fallen Heros, where the costumes of heroes, dead, turned to the dark side, or simply retired all lay, as he walked down the halls he spotted a mannequin with Daring Dash's costume, Zapp's mentor who had been crippled in the war and been forced to retire early. He saw old Iron Hides costume, who had died during an earthquake while saving people from a collapsing tunnel, Rerun wasn't able to stop himself from admiring the many costumes of old friends and heroes from his childhood until he found what he was looking for and was stopped in place by who had been set up next to his old costume.

A Maniquien of Humdrum stood proudly next to the Mysterious Mare-do-well, while not technically dead Sweetie-bot was so far removed from her old heroic identity that the costume had been retired and, as no one in the public knew the two had been one and the same, the hero had died in both spirit and to the public eye.

Rerun walked up to Mare-do-well's old suit, it had been fixed up but the stich-like scars running across the suit still showed the beating he had given to Mare-do-well during the war.

"I'm sorry," he told the costume, taking care not to touch it with his chicken grease fingers he instead looked to the Humdrum suit, he gave it a once over, and shook his head with a smile.

"A poor quality fake," He noted casually, "They probably kept the real one in the Power Ponies memorial hall on the top floor of their base, The Plan has failed," Rerun stood silently for a moment before letting out a screech of anger "I hate plan B," He immediately put himself right and turn to the exit just as it slammed shut, panting hard and out of breath a Stallion stood in his way, a familiar looking one.

"Wonder Warf?" Rerun laughed upon recognizing the full-grown stallion in the same style of costume he had had as a child "Holy cow man I think you need to think about redesigning your suit, been over a decade since you made the first one,"

"Rerun," He said, visibly glad to see his old rival, "I saw you on the cameras and just had to come say hello,"

"Huh," Rerun noted "Guess they've changed things in the past few years, I thought camera watch wasn't live, and a sidekick gig, don't tell me you're still running that old gauntlet," the look he gave Rerun was all he needed to tell him he was, in every way but name most likely, still being worked around like a side-kick. "Suppose it's hard to rise the ranks when every creature knows you're a skeezbag," Wonder Warf for his part seemed to brush off the insults.

"Oh but that all changes tonight, ever since you took the love of my life-"

"Sweetie was like super gay though," Rerun noted "I thought she and Filly...or I guess Miss Mare-velouse, were like a thing, like a planning their wedding kind of thing,"

"ever since you took the love of my life," Wonder Warf spat back "I've been working on a way to win her back, you obviously hypnotized her or something, she only started doing that gay crap after she fired me from the squad, and all of that was your fault too," Rerun wasn't particularly interested as Wonder Warf spun a tale, just as he always did, about how he had been in the right and how everyone else had gotten in his way and messed up his flawless plan, after what felt like forever Wonder Warf held up something that looked like a super soaker.

"Ah," Rerun followed the cord at the end of the weapon and saw it was connected to his back tank, the tank was bigger than it had been in his youth, and looked sickly green. "You got an upgrade,"

"In more ways than you know," He chuckled as he pointed the gun at Rerun, "To everyone else, this gun shoots out a sticky green fluid designed to hold my foes in place, but that was just a happy accident," Rerun waited for the big reveal as Wonder Warf made a big show of motioning to the tank. "This is a specially designed liquid, handcrafted by me for use on you," Wonder Warf gave a laugh before aiming the barrel at Rerun and informing him of one final detail before pulling the trigger and blasting it at the Toon "I call it Dip,"

Author's Note

Special call out to CaptainSmiley01 Who commissioned this chapter.

and to Dragonknife5 for gifting some art to the story that has been added to the older chapters.

A Dip into the Deep End

Rerun had been fully prepared for Wonder Warf to shoot his Dip, However, as soon as the Green Liquid burst forth from the nozzle, Rerun jumped onto the ceiling with such blinding speed he could have gotten away with calling it teleporting, the source of his speed having been a jolt of terror hitting him harder than anything had ever hitten him in his Toony life.

"The heck was that?" Rerun demanded with a trembling voice, easily defying the laws of physics and standing on the roof as he looked down at the Green liquid that was smoking on the floor, "What is that?" Saying he had never been scared before would be a lie, but it had been as Spike, not Rerun.

Wonder Warf chose violence over speaking and twisted the nozzle on his weapon before shooting out a much less condensed shot, coating most of the roof with the blast, Rerun chose the smartest option and slammed face-first into the blocked-off entrance, easily tearing through the metal as the Hall of Fallen Hero's was drenched in Dip, several of the costumes obtaining damaged similar to having a powerful bleach poured onto them.

Rerun began bouncing off the walls as he headed for the nearest exit, but Wonder Warf was been ahead of him on that, while the interior of the building was protected by basic security measures, as soon as he hit the alarm the entire museum was coated in a barrier created by Matter-horn, the same kind of barrier used on the Detainment cells in Power Pony HQ, effectively trapping Rerun inside the building, still fully powered, but very much unable to go outside.

As soon as Rerun hit the nearest window to try and escape, and realized he was trapped, he entered a state he hadn't in a long time, Something that Mare-do-well had dubbed his all Friend or All Foe state. Rerun was unbound, and any who stood between him and getting away from Wonder Warf was likely to end up hurt or dead.

Mistress Mare-velous was directing the patrons who had been in the museum to the emergency exit checkpoints, a three-stage exit gate to keep whoever had triggered the alarm inside. With every creature in her section heading to the Checkpoints Mare-velous headed to the Food court, once there she would head to the security center on the second floor to see who had triggered the Omega threat level, something only to be activated for an upcoming natural disaster, or a high ranking villain.

Mare-velous made it to the food court and found two of the three other heroes who were currently in sight. Magneto-mane, and his partner Aim-mane. A non-powered hero whose aiming skills had gotten him mistaken as a powered hero, thanks to a well-fought court case Aim-mane had cleared his name and gotten his parents released from serving a life sentence. He was a newer Hero and a good example of why Mare-velous felt some heroes probably shouldn't be allowed to name themselves.

"Button just kind of ran off," Aim-mane noted.

"Not shocked, that guy's full of himself, just keep in the back Pip, and don't be shy with the Arrows, Rerun won't go down easy if he's here for a fight,"

"Rerun!?" Mare-velous rushed to the two heroes for an explanation.

"Wonder Warf ran off and issued a lockdown, when we checked on his cameras we saw the Toon himself talking to it," Magneto-mane grimaced as he spoke "I don't like it, Wonder Warf's a narcissist, but I've heard him muttering about his brilliant revenge plan, and I'm concerned he's gonna set Rerun off and we'll have to pay the price,"

"You two follow me," Mare-velous called out, being the highest-ranked hero currently on sight she was now in charge of attempting to pacify Rerun. Mare-velous headed to the stairs, only for a sound like a train to penetrate the air as Rerun shot down the stairs like a mad bull, destroying every piece of floor and wall he so even slightly grazed.

He was letting out a scream like the sound of a freight train, smoke billowing from both his hat and mouth as he began bouncing on the walls, Magneto-mane put an electric barrier around them just as Rerun came flying at them, and Mare-velous tried to catch Rerun in her lasso, only just barely missed him as he suddenly ceased to exist before her, just as a green liquid hit the electric Barrier and evaporated against it.

"Dammit," Wonder Warf swore, visibly enraged as he showed off his lack of critical thinking, trying to hit where Rerun already was instead of trying to predict where he might land.

Doubting Wonder Warf's off-brand glue would hold Rerun in place for even a moment Mare-velous chose not to correct his aim and just left him to keep shooting since Rerun seemed unwilling to let himself get touched by the liquid.

"He probably used his powers on Rerun or something," Magneto-mane muttered irritably as he recalled the time Wonder Warf had used them on him, "Probably told him he was afraid of the color green or something,"

"well talk about how stupid this is later," Aim-Mane noted as he slowly tracked Rerun's movements, taking his time to take the perfect shot with his Bow. "For now let's see if we can't lead him to the loading bay,"

"Aim's right," Mare-velous agreed "If we get him in there we can isolate the Barrier and we'll have him ready to be transported to Power Pony HQ within the hour, she let out a low sight as she watched Rerun rocket across the walls, breaking everything he touched and avoiding Wonder Warf's Green Goo like it was the plague.

Not one to stand around and just watch Mare-velous told her two companions her plan and, once the barrier was down she jumped into the air, using her great physical strength to copy Rerun's jumping, avoiding Wonder Warf's sticky solution she waited until Magneto-mane and Aim-mane where in position, silently cursing Wonder Warf for going against protocol and trying to take on Rerun on his own.

After some time of jumping with Rerun and Mare-velous nearly bringing the room to collapse Magneto-mane held up his hands and Rerun slammed into an electric Barrier, as soon as he did this Mare-velous used all her built-up speed to slam her arms down on Rerun, and Aim-mane fired an arrow at Rerun's face just as the Toon landed on his feet, easily shaking off the super-powered hit.

Predictable Rerun used one of his oldest and most well-known counterattacks, he pulled out a stop sign and the Arrow stopped mid-air. Rerun opened his mouth, probably about to tell the Arrow it was flying the wrong way, only to scare Aim-mane half to death when his head turned almost a hundred and eighty degrees instantaneously.

Rerun barely managed to duck out of the way of Wonder Warf's attack, his Dip hit his Stop signs and it was sent to the floor, and having not been told anything else, the Arrow hit Rerun in the face.

Rerun tumbled across the floor and rolled a little way before landing once again on his feet, easily pulling out the arrow and throwing it to the side. Aim-mane fired another Arrow, Rerun clearly about to repeat his Stop-sign gag, and the room watched as Rerun held up his hand, and got hit square in the face again.

This time Rerun didn't move, he just stared blankly at Aim-mane before looking at his empty hand without bothering to pull the arrow out, Rerun motioned his hand like he was grabbing something, and nothing happened.

Mistress Mare-velous was confused until she saw Rerun look to the side, she followed his gaze. On the floor was a gray-scale puddle, the handle of Rerun's stop sign slowly sinking into it.

"You killed my Stop Sign," Rerun whined as he looked over to Wonder Warf, who stared laughing in delight.

"It works," He cheered "My Dip works, Kills Toons Dead. Even better, looks like whatever I shot gets erased! Let's see how scary you are when you don't have a bag of tricks to pull from!" Wonder Warf held up his gun to fire again, only to get blasted off his feet with both Aim-mane and Magneto-mane as Rerun let out the loudest sound he had ever made.

Mare-velous was barely able to stand her ground as the sound of what felt like a hundred Train Whisled all blared out at once, all coming from Rerun's mouth as he raised his foot and slammed it into the ground, in doing so the room, and maybe the entire building began tilting as Rerun repeatedly struck the floor, Mare-velous slammed her hands and hooves into the ground and held on as the building shifted on its axis. After his fifth hit the room was properly side-ways. Mare-velous now looking down at the floor that had once been a wall. the others had been tossed around by Rerun's tantrum and now lay in a daze on the ground.

"You Killed my Stop Sign!" He screamed out "So I'm killing your Museum!"

"Celestia Dammit," Mare-velous swore as the Building began breaking apart, the wall she was clinging to that had once been the floor becoming dangerously close to becoming the ceiling as Rerun slammed his foot down again, he raised his foot to slam it down again when a mare popped into existence next to Rerun.

Trixie and Starlight were in their Common Room looking over the map of Maretroplois, Starlight was just getting down to the nitty-gritty of her plans when the display shut off and a holographic screen filled the space, a Mare was talking to some creature just out of view before coming properly into view.

"This is Coco Pommel, reporting live from the Maretropolis Museum of Heroism," Coco motioned behind her, the Museum glowing a bright magenta purple. "where only a few minutes ago a mass evacuation order was issued following a sighting of Rerun, A.K.A The Toon. Unconfirmed reports state that Mistress Mare-velous is currently on sight engaging in a battle with The Toon, It has not yet been revealed to us if Rerun is alone or if the still-at-large Falling Star is also with him, Eye witness reports of the scuffle near the bay this evening also suggest that this Rerun and the Falling Star seen early today are merely constructs made by the Illusionist, who's powers and indeed moral standing are still an Inigma to this report-"

Coco Pommel, those behind her, and both Trixie and Starlight flinched in pain as a sound that could only be described as an army of Trains letting loose their whistles assaulted their ears, No sooner had the sound stopped did the Museum violently shift on its axis, losing it's Magenta glow as as soon as it did so.

"What the hell was that?" Trixie demanded as the Musume continued violently moving closer to the ground and continued doing so until it was lying on its side half buried. "Was that Rerun?"

"I have never heard him make that sound!" Starlight said "The only time I've heard him make a Train Whistling noise was when he was told about Mane-iac's death," The Musume began shaking as Coco Pommel began describing the scene.

"Don't move," Trixie told Starlight "I'll need you as an anchor to pull the two of us back,"

"Stay safe," Starlight managed to say before Trixie teleported to Rerun's side, she was impressed with herself for managing to land next to him and took care to float in the air as he looked at her, his foot halfway up.

"What happened?" Trixie demanded as she looked around, her eyes falling acusingly on Mistress Mare-velous.

"My Stop Sign's dead," Rerun cried out, his eyes looking like they were melting as he spoke. Trixie sighed, figuring he was the victim of some poorly planned scene to send him off the deep end, and held up her hand to summon the Stop Sign to her, and instead ended up with her hand dripping with ink, She looked at it and tried having Rerun's Stop Sign float in the air, resulting in the puddle floating up to her, the colors in the puddle vaguely matched Rerun's stop sign.

"Oh my stars they killed your Stop Sign," Trixie realized as she tried to force it to solidify, whatever had melted it had left it so unstable that Trixie wasn't able to keep it solid, she could for a moment, but it melted again the second she stopped focusing fully on the effort "I can't fix it!?" Trixie glared around the room, not so much concerned about the sign as she was about what would happen if Rerun was given the same treatment "What...who the hell did this?"

"Ha," A voice called out, Trixie followed it and looked down at some guy with a green water cooler strapped to his back. "Afraid? you should be, thanks to my patient Dip, I can erase anything Rerun creates, and once I've taken everything from him, I'll be giving him a Dip to end his suffering, like a proper hero," Trixie stared at the guy for a moment before creating a Jar and putting the liquified remains of the Stop Sign into it, she placed her hand on Rerun and teleporting them back to Starlight.

Wonder Warf looked around, almost looking Smug, when something slammed into the ground next to him, He jumped and shot at it, hitting Mare-velous as she walked up to him, the Dip causing damage to the colors of her costume. "Ah, come to congratulate me?" He asked proudly "No need to thank me for doing your job,"

"Our Job was to detain him," Mare-velous said angrily "Not try to kill him,"

"He's gone," Wonder Warf said without a hint of pity, "You all need to accept that, he isn't looney or whatever it is you've all been calling him, He's just a horrible person using his powers to get away with whatever he wants, And after what he did to me Mystery I'll be making sure he gets what's coming to him, just stay out of my way," Clearly a line that was suppose to be threatening.

"Magneto," Mare-velous said with a sigh "Detain him," Magneto-mane put Wonder Warf in a electric bubble without hesitation. "The Moron's painted a target on his back, Philly-second should be here in a few minutes, I'll have her take Wonder Warf to your base, This night isn't over yet, and somepony far worse than Rerun will be making her way to Wonder Warf for a visit,"

"What happened?" Starlight demanded as Trixie and Rerun teleported back to the room, Trixie passed her a jar and Starlight looked at it in bewilderment "What's this?"

"The good Heros of this city had found a way to permanently destroy Rerun's creations, they killed his Stop Sign and claim they can kill him too,"

"Ma' Stop Sign," Rerun complained "What if they kill my Anvil too!? That's my favorite gag!" As Rerun flopped to the ground like a fallen tree Starlight looked at the Jar before looking back at Trixie.

"Who?"

"Some guy with a water cooler on his back," Trixie replied with a shrug "Never heard of or seen him before,"

"Wonder Warf," Rerun clarified.

"Trixie, see if you can fix or replace Reruns Stop Sign,"

"It wouldn't be the same," Rerun shot back in outrage.

"He's in mourning don't mind him," Trixie noted in a soft tone "Come on Rerun, Worst case scenario we should prepare a funeral for your dear departed friend,"

"She was good at making things stop," Rerun noted mournfully as he dragged his hands on the ground and followed after Trixie.

"Wonder Warf," Starlight noted with a sigh "And it seemed Rerun failed to get the chip, Guess Plan B it is, this old Villainess has one last act of Evil to enact before she changes her colors, and if this Wonder Warf guy should happen to get caught up in the collateral..." Starlight smiled darkly before pulling back up the map and enlarging a building, The base for a team of Heros who had once been made entirely of Side-kicks, less protected than Power Pony HQ Starlight began pulling up all the information she could about the spot she would be attempting to infiltrate.