Fallout: Equestria - Utopia

by dystopia8

Chapter XXXVIX: The Eleventh Hour Part: 2

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My ears were filled with the sounds of screams and billowing war cries. The air around me seemed to surge forwards, whipping my mane about as the army of raiders poured past me and charged head first into the glowing lights of the Institute. Shouts began to rise up from in front of me as well, power armoured slavers and Canterlot ghouls rushing for cover and firing towards us as they retaliated against my armies sudden assault.

Glasswing strode past me, his deadly laser rifle cracking off shots as he led his group of Institute scientist remnants back into the Institute. Every few moments, I would hear him shout out an order or direction, pointing the Las Pegasus raiders towards where the Institute’s defences were weakest.

I took a deep breath, my shotgun rising in the amber glow of my magic as I strode forwards into the Institute, stepping into the now ruined remains of Glasswings old office. A let a single shot flash out, blasting the head off a synth that dared rush me. My friends moved into an attack formation behind me, their weapons firing blast after blast over my shoulder as we advanced.

Jinx flashed past me, her huge claws smashing into the massive window overseeing the main atrium of the Institute beyond. Cracks rippled across the glass' surface for only a second before the sounds of screams and gunfire were drowned out by the booming sound of shattering glass. Dagger-like shards shot out in every direction as Jinx rammed her way through the glass, making way for the teams of raiders and hellhounds who trailed after her, guns blazing and claws slashing at anything that moved.

Beside me, I could hear Pyre shouting orders to her hellhounds, her flamers spewing streams of lethal napalm. Mirra cowered atop her back, her wings fidgeting anxiously at her sides as she watched the bloodshed unfold. A wad of green mucus shot from her mouth, blinding a heavily armoured slaver before Pyre flashed out, finishing the job and crushing the slaver's head under her armoured hoof.

I continued forwards, my legs taking me to the precipice overlooking the Institute's main chamber beyond. I gingerly stepped around the broken shards of glass that littered the floor, staring out the gaping hole that Jinx had smashed into the wall. All around me, raiders began to pour past, pushing further and further into the Institute.

It was a shame really. The institute really did have the potential to make the world a better place. If only things had been different. Perhaps if they hadn’t just hoarded their tech, none of this would have had to happen.

Something that Glasswing and my mother had said came back to me. They had said that had they simply shared their wealth and technology with the wasteland above, then the wasteland would have corrupted it. Ponies, like the raiders I had brought with me now, would have twisted it into dark shadows of its former self, warping good intentions into vile weapons and only furthering the wastelands suffering. I had thought them fools and cowards at the time, but now… now I wondered if they had been right.

It didn’t matter in the end, I supposed. It was too late now...

As quickly as the booming gunfire and roaring screams had come, they came to a sudden and almost deafening silence. My eyes glanced up, the sudden silence reefing me from my thoughts. My eyes darted about, making out the forms of all the ponies that had charged into the Institute with me. They were all standing dead still, their weapons raised as they stared in horror at what lay beyond.

Steeling myself, I turned my attention back to the Institute's main room, taking it all in for the first time since I had made my escape just a little under five days ago. As my eyes at last adjusted to the Institute’s blinding lights, I felt myself freeze as well.

The Institute looked mostly the same, a massive near-cylindrical room with sloping ramps leading up to higher levels and large, arching doorways branching off into different science divisions. Glass tube-like tunnels circled the top of the huge chamber, creating enclosed walkways that connected a large collection of balconies far above us. Balconies that I now noted held synth snipers. The floor around the central spire was still a beautiful botanical garden, filled with truly leafy trees and fluttering butterflies.

The massive white spire of the Institutes' Mark II Crusader maneframe stood tall and proud in the centre of the abyss-like chamber, the ominous symbols of the Stable-Tec logo surrounding the dark visage of the mare on the moon emblazoned across its surface. To my horror, a flashing timer was counting down to the Utopia programs launch on a large screen that had protruded from the maneframe. Every second, the timer raced closer and closer to zero.

What had changed from my last visit however, was just how many synths were inside. While the Institute had always been far from empty during my last two visits, Nothing could have compared to the sprawling army that now lay before us. The floor below was packed full with synths, each one standing shoulder to shoulder and clad in a full suit of heavy, white Institute armour, deadly looking Institute rifles suspended in their mechanical grips. Teams of Coursers stood bravely in front of them, each one staring up at us with their deadly, calculating expressions.

The stomping of hooves drew my attention to the far side of the chamber, allowing me to make out the forms of dozens of power armoured slavers as they marched into the room, their battesaddles equipped with a wide array of firearms. To my right, I saw a group of Canterlot ghouls standing back, watching us with amusement as the Institute's vast armies moved to surround us.

My eyes swept back and forth from the synths, to the slavers, to the Canterlot ghouls, my mind racing as I tried to calculate just how many of them there were. Had I still had my pipbuck, I knew for certain that it would have gone completely red. There must have been thousands of ponies in here. With a tremor, I realized we were outnumbered at least ten to one.

I felt myself take a staggering step back. I had known we were going to be in for a fight, but this was beyond anything I had ever seen. This was suicide! Even when Azar had rallied the synths to overthrow Glasswing, that army had been nothing in comparison to the legion that Pureblood had managed to concoct in my absence.

Finally, my eyes made their way up to the looming, monolithic maneframe in the centre of the chamber, and there, hovering in front of the flashing countdown and staring straight at me with the most unbearably smug grin, was Pureblood. His metal chassis body bobbed up and down in the air, the three flickering screens making up his face seemed to crackle as his dry, split lips grew tight into an even wider smile.

I heard Brisk let out a loud gasp from behind me, his minigun slowly rumbling to a halt as he took in the army. “Shit…”

I couldn’t have agreed with him more.

“Amber Aura,” The Brain bot cooed, his nasally voice sending jolts of disgust shooting down my spine. Just looking at him made my mind flash with images of being strapped down to a medical table, my stomach surgically sliced upon as vile tubes were inserted below my flesh. I forced myself to shake the thoughts free from my mind, returning my thoughts to the present. I needed to stay focused. “I will confess, you have outdone yourself,” his bulbous, flickering screen eyes swept back and forth, looking over the assembled army I had before me. “Pulling together raiders and wasteland savages. A difficult task, to organize such barbarians, but effective, in most situations,” His voice practically oozed with disdain.

I opened my mouth to respond, but found my throat dry and parched. I swallowed hard, my eyes once more glancing down at the impossibly large army before us. “I see you’ve been busy making synths,” I finally managed to choke out.

Purebloods digital grin widened, almost triumphantly. Damn him, he knew we were terribly outmatched. “Well, I’ve had nothing to do but wait for the Utopia program to finish and for your ‘triumphant’ return to the Institute,” he declared simply, his eyes practically dazzling with excitement. “I wasn’t sure what you were going to do, but I figured I should at the very least be prepared.”

Before I could respond, Jinx took a step forward, her huge paws digging groves into the Institute’s once pristine floors. I could see Glasswing flinch with discomfort as her claws raked up his once beautiful flooring. “You must be Pureblood then,” Jinx soothed, her wings splaying out slightly as she looked up at the hovering brain bot. She had seemed surprised by the size of the Institute’s army at first, though she had quickly hidden that surprise behind a seemingly sweet, albeit toothy, smile. “I am Jinx, Overboss of the Las Pegasus raiders. Though you likely know who I am. I will keep my piece short,” She gestured to the raiders behind her with her forepaw. “We are here to destroy everything you are doing and take control of the Institute. Am I correct in assuming you will not surrender peacefully?”

Pureblood, for once, looked genuinely surprised at Jinx’s bluntness. His surprise, much like the sphinx herself, was quickly hidden behind a new mask of emotions, his however, was rage. “You would dare threaten and ask for my surender, beast!” Pureblood roared, claw tipped appendages unhinging from his metal chassis and slashed wildly at the air around him. “Do you have any idea who I am!? I am Pureblood! Rightful ruler of the new Equestria! You should be treating me with the respect I deserve!”

Jinx looked back at me and rolled her eyes. “What is it with you, Amber, and finding all the most intolerable characters? First Iron Hock, and now this,” Jinx lazily gestured to the floating brain bot before returned her gaze to Pureblood and smiling, showing off her deadly fangs. “So that’s a no then?”

Pureblood just seethed, his metal claws snapping at the air in agitation. “I will never surrender to vile wasteland savages like you!”

The massive sphinx just shrugged. “Very well. I am glad we could reach that conclusion in a timely manner and get on with what is important,” She cast the army of raiders behind her a sideways glance. “Give ‘em hell boys!”

At her words and with another roar, our army surged forwards, their guns blazing and knives flashing as they tore into the synths. The sudden cacophony of raider gunfire was deafening as it ripped apart the eerie silence that had fallen over the Institute, but even it was drowned out by the sudden roar of Institute weaponry as the synths below let loose an endless stream of fire.

With a loud, rumbling buzz, a swarm of metallic bugs burst out from behind the maneframe, swarming towards us in an angry flurry. I saw spinning saw blades detach from their tiny chassis and beams of searing red light began to flash out, striking down raider after raider as they poured towards us. I felt myself grit my teeth. I hated Sprites.

Pureblood bobbed backwards in the air, a large laser turret popping out from his metal form and unleashing a slur of beams at us. A few shots hit their mark, turning a handful of True Steels to glittering ash before he flew back, whipping inside the maneframe and out of sight. A second later, the door into the maneframe slid shut behind him.

I fired a shot from my shotgun, the explosive buckshot blasting the chest off a synth that rushed at me with a sparking shock baton. The synth collapsed to the ground, the front of its chest ripped open and sparking. I shifted my gaze to fire at the next synth, only for the one that had fallen to spring back up and lunge at me again, this time reaching out to strangle my neck with their mangled metal hooves.

I felt the cold embrace of their hooves for only a second before a shot from Xayah’s anti-material rifle nailed them between the eyes, dropping them to the ground.

The lights above us began to shift from their blinding white to a flashing, ominous red. An alarm rang out, the noise sending chills down my spine. I knew that alarm.

“Gas masks on! Gas masks on now!” I shouted, my hooves backpedaling and pulling me out of range of a few shots as my amber magic probed around in my bag for my mask. A second later, I slammed the enclave gas mask down over my head, the air filtering into my lungs suddenly feeling stale, but clear.

Not a minute passed before my vision began to fog with green, irradiated clouds suddenly spilling out from the ventilation systems around us. I saw a few raiders that had heard my warning continue firing off blasts into the encroaching army, their masks already pulled tight over their faces. Others less fortunate stumbled about, hooves reaching for their masks as they tried desperately to protect themself from the suddenly very choking air. A few managed to get their mask over their face, but I saw a dozen raiders fall to the ground dead, their bodies dissolving into ash as their momentary lull in fire gave the synths the opportunity to strike them down dead.

I ducked back, bunkering behind cover as beams of blue light blazing past me as the synths fired upon my position. Two blasts lashed at my side, thankfully doing little more than singe my worn down barding. A few steps away, I saw Fleur de Lis do the same, her revolver firing off a few shots into the approaching synths before she hid behind cover.

“Fuck! What’s the plan!?” Brisk asked, ducking behind cover with me, the end of his minigun a burning red from its constant stream of fire and a gas mask of his own now obscuring his face.

I gave him a wide eyed stare, gulping. “Fuck should I know!? I wasn’t expecting him to have an army this size!”

A second later, Star dropped down from the air above me, scowling at the synths firing at us. “Well, we were expecting a fight. Maybe not this fuckin’ big, but we were expecting it,” She popped out from cover for a second, her magical energy rifle blasting off two shots before she was once more forced to duck down. “Something the Enclave taught me was that no plan ever survives contact with the enemy. So adapt and figure out how we’re going to get through this shit!”

I bit down on my lip, my eyes darting back and forth as I tried to work out some semblance of a plan. Nothing I could think of was even remotely good enough to get us out of this death trap.

The hulking form of Jinx came barreling back into the ruins of Glasswings office, her purple hide scored with slashes and burning bullet wounds. One of her wings was bent at a weird angle, already damaged from the deadly assault. She growled, lapping a little blood from her claws, her eyes staring daggers at the assailing army.

“Jinx! I need time to think of a plan!” I shouted, waving my hoof at the huge sphinx to catch her attention. “How much time do you think you can give me?”

Jinx glanced over at me for a second, her eyes thoughtful. Then, as if finally understanding the request, her eyes sparkled a dazzling gold and a huge golden shield fazed into existence around us. The overwhelming roar of gunfire faded as the sound was blocked by the shield, though I could still hear it echoing about as if it were a far off firefight in a vast canyon. Jinx gave me a smug look. “Will this do?” her grin cracked as the Institute's bombardment began slamming harder against the shield, the force causing Jinx to stagger and for cracks to shoot across its magical surface. The shield was slammed against again, this time from a swarm of angry Sprites as their rapidly whirling sawblades repeatedly battered against the magical construct. “But hurry. I won’t be able to hold this for long.”

I nodded, pulling myself to my hooves and staring out at the Institute beyond the force field. Outside, I could see our raider forces ripping into the synths, slowly trying to overcome an unbeatable army. It was a losing battle, and it had only just begun.

“Amber?” I looked over, spotting Xayah as she readied her anti-material rifle. She gave me a stern look, though her eyes reflected her fear. “Remember what is important,” She told me, her metal forehoof pointing out at the looming maneframe in the centre of the Institute. “Pureblood doesn’t need to kill us. It’s all about the Utopia program. It always has been.”

I nodded, letting that sink in. We could kill every last synth, slaver and ghoul in here, and it still wouldn’t matter. The second that ominously flashing clock hit zero, it was over.

A memory nagged at the back of my mind. A memory from the first time I had been in the Institute. Whoever controls the synths, controls the Institute. I suddenly snapped up straight, my chest puffing out and my brow knitting together. My eyes began darting back and forth, a plan quickly formulating in my mind.

“And here we go. Amber’s got a plan,” Pyre grinned from across from me, directing her hellhound with a point of her hoof. I was surprised to find her voice lacked any fear or trepidation. She had full faith in me it seemed. I wish I could feel the same.

“Magazine!” I called out, whipping around to face the cybernetic raider. “How long until Iron Hock and Razor Blade are down here with reinforcements?”

Magazine’s eyes darted about for a bit, unsaid calculations flashing through her mind. “Twenty minutes, tops,” She finally grunted, her eyes narrowing slightly. “But they will be here. Razor Blade isn’t going to want to miss out on this.”

I nodded, taking the information in. “Alright, we need to divide and conquer! This is all just a distraction to keep us from stopping the Utopia program!” I spun about pointing my hoof from one pony to the next. “Magazine, Freedom, Star Breeze! You need to take your raiders and operatives and take control of the Synth creation wing. Whoever controls the synths controls the Institute! With any luck, we can neutralize half of Purebloods army,” They all gave off quick salutes, their expressions dower. I quickly turned, addressing Scarlet. “You go with them. You know the way to get there and how to override synth controls better than any of us.”

Scarlet gave me a grim nod, shifting slightly to stand closer to Star.

A small cough drew my attention over to Glasswing as the lab coat clad changeling gave me a glassy smile. “Would I not be best for this? I do believe that it is actually I that knows the Institute's overrides better than anyone.”

I shook my head. “I don’t trust you with control of the synths. That, and I have another job for you to do,” I turned back to Scarlet, my expression shifting to match hers. “Plus, I need you to get my body back. Crank is still in my mind somewhere, assuming Inferno hasn’t killed him yet.”

Scarlet’s expression softened a little. “I’ll get him back. Don’t worry.”

I spun back around, facing Glasswing once more. “As for you, I need you to deal with the Sprite bots. I’ve dealt with them before and I do not want to again. Do you know how to disable them?”

Glasswing shifted uncomfortably. “I do, yes. But their controls are on the far side of the Institute. I’m going to need a lot of protection.”

I nodded my head before quickly turning to Pyre. “Send a squadron of Hellhounds to protect the Institute scientists. Meanwhile, I need you, Xayah, Brisk, Fleur, Mother and Mirra with me. We’re going to make a dash for the maneframe. We need to cut the head off the snake, the sooner, the better.”

There was a loud whooshing sound, followed by a massive explosion that rocked the whole room as a sudden bombardment of missiles streaked out and burst against Jinx’s shield. More glowing cracks spiderwebbed out across the magic surface, the whole thing looking like it was ready to collapse.

“Amber! I can only hold this thing up for a few more seconds!” Jinx shouted, her whole body seeming to crouch down low as if she were holding up the whole building from collapsing. “So wrap up quick!”

I felt my heartbeat quicken, turning to face the sphinx more directly. “Jinx, once you drop this shield, I’m going to need you to lead your raiders and the True Steels into a full frontal assault on the Institute. We need to dwindle their forces down as much as possible and keep them from taking out the rest of us.”

Jinx gave me a sly smile. “Oh good. Nothing like a good suicide mission to kick off the morning.”

I let my eyes shift to rest on the wall of the ruined office, my eyes narrowed into slits as I stared at it. “Fleur, what happened to the bomb?” I suddenly asked, causing the Canterlot ghoul to look up at me from where she was standing.

Fleur raised a rotting eyebrow at me curiously. “Bomb?”

I nodded, pointing at the wall. “Last time I was here, there was a Balefire bomb right there. Where is it?” I turned from the wall to face her, my expression grim. “If this really is a fight we can’t win, then I want a backup plan.”

“What? Are you insane!” Magazine snapped, taking a threatening step towards me, her teeth baring. “You are not going to set off any balefire bombs in here! You’ll kill us all!”

I whirled on the cybernetic raider, growling. “That’s the last thing I want to do, trust me. But if it comes down to either blowing up the Institute with us inside, or letting Pureblood launch the Utopia program, then what other choice are we going to have?” I turned back to Fleur. “So where did the bomb go?”

Fleur opened her mouth to respond, but Magazine quickly cut her off, her metal forehooves slamming down hard on the ground in front of us. “No! Don’t fucking answer that. We are not blowing this place up while I’m still fucking inside of it!”

“It doesn’t matter anyway. I gave it to Pureblood,” Fleur groused, her eyes narrowing. “It’s likely in his office, which if you recall, happens to be on the exact opposite side of all that,” she gestured with a hoof to the raging bloodshed tearing apart the Institute on the other side of Jinx’s force field.

Damn, that was going to be an issue. Magazine just growled at me again. “I swear Amber, if you dare try and blow this place up, I’ll cut you down myself!”

“Magazine, that’s enough!” Jinx roared, her teeth glinting in the flashing red lights of the Institute. “I would rather we die in balefire than spend eternity as that aristocrat’s slaves,” Her huge head lowered, her muzzle only inches away from the now cowering leader of the Las Pegasus Operators. “And even if we do not blow this place up, I’d rather we were in possession of the balefire bomb than them.”

All Magazine could do was give a timid nod and take a fearful step away from the huge Sphinx.

Another missle flashed out from one of the power armoured slavers battle saddles, detonating against the golden force field and making us all flinch back. A loud crack rang out, the flickering magical shield looking as if it were on the brink of collapsing around us.

After a few seconds of thought, I took a deep breath, long and shaky. There was so much to do, and even with our army, we didn’t have nearly enough ponies to do it all. But right now, we were out of time, I’d have to figure out how to deal with the balefire bomb later. “Alright, everypony ready?” There was a round of incredibly nervous nods. “Then let's do this!”

With an exhale of breath, Jinx’s glowing eyes returned to normal and the shield fell. All at once, the roaring sound of battle slammed into us like a wall, making me wince back, one hoof clamping tight over my ear. With a shout of determination, I leapt forwards, my friends trailing behind me.

Then all hell broke loose.

My senses were bombarded with flaring lights, explosions and the loud ringing of gunfire as I dove headfirst into the frey. A grenade went off a few feet from me, sending a group of synths and an unlucky raider flying through the air in a burst of fire and shrapnel, their bodies ripped apart by the deadly blast. A Courser rushed out through the clearing smoke of the explosion, their magical energy rifle turning five raiders to ash before two hellhounds managed to rip its head from its neck.

A swarm of sprites buzzed over me, their deadly saws cutting deep into the armour of a True Steel, ripping his now mangled corpse from his damaged armour. A few Operator raiders began firing up at the sky, their bullets taking down a few of the sprites before the sprites managed to return fire and render them too little more than glowing ash.

“Pack, to me!” I heard Pyre shout, her flamers spewing streams of fire into Purebloods forces. One power armoured slaver collapsed to the ground before her, their flesh cooked alive inside their armour and smoke billowing from their shattered visor. Mirra gave a frightened eep as she watched the slavers' eyes melt into their sockets behind the now shattered glass of their visor.

Hellhounds began ripping back through the synths, rallying around Pyre. Pyre quickly pointed at a small hoof full of them. “Help me clear a path to the maneframe in the centre. Kill everything in your way!” Pyre ordered, her hooves thundering against the ground as she rushed past me. “The rest of you, follow Glasswing! Keep him alive as long as possible!”

Her Hellhounds gave a loud, blood curdling howl as they scattered, rushing to follow their pack leader's command.

Jinx flashed through the air above me, her flying unsteady by her damaged wing. She crashed downwards into the swarm of synths, the ground shaking under the force of her impact, her paws ripping appart anything that got close. Teams of raiders and True Steels rushed in with her, bashing and blasting at anything that moved.

“Stay safe!” Scarlet told me, her voice rising over the din as her and Star rushed off after Magazine and Freedom as they began making a desperate dash for the synth creation wing. Her rifle fired off a beam of blue light, disintegrating a Canterlot ghouls head.

I didn’t have time to respond as I had to roll across the ground to avoid a deadly blast of light as a synth assailed me. Another synth rushed at me from the opposite side, their hooves flashing out to send me sprawling across the ground. Before their attack could land, I pulled myself away, Breaburn’s Liberator snapping out and sending an explosive round of buckshot point blank into their head. The synth reeled back, the front of their head now a mess of damaged circuitry and scrap.

The sound of Xayah’s sniper drew my attention back up. I caught sight of her a few paces ahead of me, her rifle blasting shot after well aimed shot into the synths while Brisk covered her, the barrels of his minigun spinning and blazing with fire and smoke. Fleur and Mother stood a few steps beyond even them, their firearms echoing loudly as they tried to bring down a group of charging slavers.

Blam!

Another blast from my shotgun dropped another synth to the ground. I whipped around, steadying myself and aiming at the head of the next synth, only for a clattering sound to draw my attention down to my hooves. I managed to make out the shape of a magical plasma apple grenade rolling to a stop in front of me with just enough time to throw myself backwards before it exploded. My vision flared with blazing green light as the explosive detonated, magical energy searing the front of my hide and bits of shrapnel cutting deep into my flesh. The raider beside me wasn’t as lucky, the blast blowing off the front half of his body and sending viscera raining down around us.

I landed on my side with a heavy thud, my vision spinning. I staggered to my hooves, narrowly avoiding a synth that slammed down at me with a sparking shock baton. I put pressure on my forehooves and bucked back, ramming the synth back with as much force as I could. I felt metal crunch under my hooves.

“Amber! Come on!” Pyre shouted at me, her massive form rushing forwards and barreling through a squad of synths, clearing the deadly path. “We need to move! Now!”

Biting down on my lip to the bleeding point, I powered forward, my hooves pushing me towards the looming maneframe in the centre of the Institute and after my friends. Up ahead, I saw Pyre’s hellhounds continue ripping through the synths, their claws tearing a path for us through the carnage. I swerved, jumping over a raider that collapsed to the ground, their head blown apart by a magical energy rifle.

Jinx smashed through the crowd of synths ahead of me, forcing me to duck low as a bunch of synths were sent flying over my head, their bodies sparking and crashing against the ground behind me. One synth landed a few inches from me. They glared up at me with sparking eyes before pulling themselves up and lunging. Their attack never landed as Xayah sent a bullet lancing through their chest, sending them once more crashing to the ground.

I stumbled up to Pyre, my shotgun flaring as I blasted foe after foe. My hoof skidded against the slick layer of blood that was beginning to seep across the floor as I tried to reload, forcing me to try and keep my balance. Beside me, Pyre Blaze gave a loud roar and slammed her hooves into the chest of a Canterlot ghoul, crushing their ribs flat before letting her flamers finish the job.

Mangled bodies were rapidly piling up around us. A few times I had to force myself to keep my eyes open and keep fighting as my reeling mind begged for me to look away from the horrors. I had seen death before. I’d seen death enough to become desensitized to it even. But this was something different. Every second, five more ponies would drop dead to the ground, their lives snuffed out as if they were nothing. It felt truly wrong. How could so many lives be lost in such a short amount of time. I wondered how many of the ponies dying around me would actually be remembered, or if they were soon to become just another statistic.

“Almost there!” Pyre shouted at me, her flamers filling the air before her in a whirlwind of flames. At her words, I raised my gaze, turning it once more to the towering, spire-like maneframe and the rapidly ticking timer. We had made it more than halfway to the structure. Just a few more desperate seconds of rushing forwards and we would be there.

“We have Sprites in coming!” Mother shouted from ahead of me, her voice flaring with panic and her magical energy rifle swinging up in her magic to blast at the deadly swarm of tiny bots that had indeed begun to dive bomb towards us.

Beside me, Pyre shifted so that her flamers were aimed upwards, letting loose a huge stream of flame into the encroaching swarm. Sprites burst apart as the searing heat, but it wasn’t enough. More and more kept buzzing towards us, their saw-like blades swinging out to rip into our hides.

I jumped back, my horn flaring as I erected a flimsy magic shield around my body. Not a second later, I felt the swarm of sprites slam into it, knocking me onto my back with a grunt as I struggled to maintain the amber barrier between myself and the killer bots. The blaring buzzing of saws assaulted my ears as hundreds of tiny blades rammed repeatedly against my shield.

Through the amber force field, I saw Brisk staggering back, his minigun roaring as he sent volley after volley into the swarm. One hellhound dropped dead beside him, the flesh on their face ripped to shreds and revealing the scratched, bloody skull beneath. Fleur was shrieking wildly as a few beams of burning crimson light flashed through her, sending jolts of pain surging up her body.

I saw a raider turn their weapons towards the swarm of sprites, only for a Courser to take advantage of the distraction and smash their hoof across the front of their gas mask. The front of the mask shattered, letting the toxic air around us surge into the raiders mouth. With a scream of fear, the raider collapsed to the ground, clutching at their throat as more and more of the deadly vapours swirled into their lungs.

With a loud yell of frustration, I sent as much magic as my cracked horn would allow surging up into the shield around me. A massive shock of pain reverberated up my body as if I had been struck by lightning for only a second before the built up energy burst from my horn and into my shield, sending the assailing sprites shooting back in every direction, bolts of electricity surging through their metal forms, rending a few of them to slag.

I grimaced, toppling to the floor as a wave of fatigue washed over me, my horn throbbing and sending spikes of pain shooting through my skull.

I looked up, making out the shape of a synth rushing at my collapsed form with a drawn magical energy rifle, only for them to be blasted apart by a blast of Xayah’s sniper. Pyre lunged over me, her heavily armoured body protecting me as more and more synths closed in.

“Since when have you been able to do that?” Pyre grunted at me over the sound of her flamers as she let loose another jet of fire.

I gave her a weak smile. “Don’t expect me to start doing it more often,” I gripped my forehead painfully as another spike of pain stabbed into me. “Actually, don’t expect me to do it again at all. Ow…”

Pyre just nickered, her forehoof crushing a rushing slaver before reaching down and throwing my limp form across her back. Mirra fluttered above me, her eyes darting around worriedly as she tried to keep me steady atop her foster mothers back. “That's a shame. That could have proved very useful. Come on ya lunatic, let's get all this over with,” With a loud shout to her hellhounds, Pyre began rushing forwards once more, taking me with her. Her hellhounds scampered to keep pace, their claws and arm mounted weaponry ripping apart anything that got close.

Up ahead, Fleur and Mother reached the doorway into the maneframe. They spun around, their weapons blazing as they tried their best to clear the area. A few seconds later, Brisk and Xayah rushed to a stop beside them, their faces splattered with blood as they took up a defensive position by the door.

A Canterlot ghoul jumped at Pyre, an expensive looking revolver held high in their magic. Pyre swerved, her body dropping down for a second to avoid the revolvers first shot from piercing her visor. She swung around, her heavy, power armoured hooves bucking back and slamming into their chest. The Canterlot ghoul’s chest caved, their body crumbling to the ground with a thud.

Pyre spun to continue racing toward the maneframe, only for a burst of pink mist to erupt from the fallen ghouls body, the sickening vapours stinging at my flesh where my hide was exposed. The ghoul jolted back to life, their pale eyes manic as they once more flung themselves at us.

The ghouls body rammed into me, knocking both me and Mirra from Pyre’s back and sending us stumbling across the floor. I grunted, rolling up to my shaking and unsteady hooves. Mirra came to a stop beside me, her face fearful as the ghoul advanced on us. The pink mist shrouded ghoul snarled at me, their revolver once more rising. “Why do you want Equestria to be a wasteland!” The ghoul hissed venomously at me, pink ooze-like smoke wafting from their orifices. “What makes you think you have the right to take away our utopia!”

I didn’t have time to answer as the ghoul once more lunged at me. To be fair, I didn’t really have a solid answer for him. I ducked to the side, one of the ghoul’s shots flashing past my head and slicing a few hairs from my mane. Mirra dodged to the other side, a glob of green mucus spewing from her mouth, only for the ghoul to easily sidestep. I swung back around, my shotgun slamming into their rotting side with as much force as my aching horn could muster. Bones cracked, the Canterlot ghoul staggered, scowling at me with vile yellow and black teeth, only for Pyre to lunge at them from behind, crushing their decaying head beneath her strong hoof. The ghoul managed to give off a single scream that was cut short before their twitching body went limp, blood and brain matter seeping across the once clinically clean floor.

“I fucking hate Canterlot ghouls,” Pyre grunted, her body whipping around so that she could send another wave of fire into the approaching army. “Now go! Get to the maneframe!”

I nodded, scampering back up and pulling Mirra with me as we rushed the last few feet to the looming white spire in the centre of the Institute. Pyre took a second to crush another synth with a powerful strike from her hoof before twirling on her hind hooves and dashing after us.

“Sis! You alright?” Brisk asked worriedly as I stumbled up to him. A trickle of blood dripped down his face from an oozing cut above his forehead, but otherwise he seemed alright.

I saw mother’s face scrunch up a little in confusion, her lips moving to silently mouth Brisk’s works. “Sis?” her brow furrowed more as she glanced back and forth between Brisk and I. “Wait… What?”

I ignored her, instead choosing to give Brisk a nod and a shaky smile. “I’ll be fine bro,” A small part of me reveled in seeing Mothers face grow even more confused. I turned to face the doorway into the maneframe, my hooves trembling as I reached for the terminal control that would allow us entry. “Alright, here we go.”

Not waiting a second, I pulled up the terminal and began typing in the password. I had typed it in before. I knew it by heart.

>Luna Prime

I smiled smugly, waiting for the telltale beep that would confirm I had logged in correctly and open up the door for us.

>Password Incorrect

>Unauthorized user detected

>Initiating defence systems

>You have 1 more attempt until terminal lockdown

I felt my smug grin get wiped away and get replaced by panic. “What! But I got it right-”

With a jolt, the terminal sparked and a powerful blast of electricity surged through me. I screamed as the sudden surge of energy sent me flying back, my body spasming as wave after wave of electricity pulsed through me. I slammed into the ground, my body convulsing and the wind getting violently knocked from my lungs.

“Amber!” I heard Xayah scream, though my ears were having trouble hearing much else other than the sporadic thumping of my own heartbeat and a loud, all encompassing ringing.

I glanced up, my vision spinning and seeing triple of everything. My confused gaze landed on the sleek wall of the maneframe, my eyes growing wide as I saw rows upon rows of turrets popping from the smooth surface and buzzing to life.

“Behind you!” I shouted, my own voice sounding more like a croak and being drained out by the booming gunfire. I pointed a hoof weakly up, a few jolts of electricity still flickering through my spasming body.

Xayah glanced up just in time to see the turrets before they opened fire. She dove to the side, bullets riddling the ground where she had once stood. Brisk jumped back as well, the turrets above firing on his position. One of the shots grazed Brisk’s side, forcing a yelp of pain from his lips and a drizzle of blood to race down his side.

Pyre jumped in front of me as the turrets swiveled and fired at me, their shots ricocheting off her armour. Pyre staggered, wincing as the shots slammed into her. Thankfully, her armour protected her from most of the damage.

“Amber, what the fuck happened!” Pyre shouted over the gunfire, twisting around to fire off a jet of flames at the turrets. One of the turrets burst apart under her assault. "I thought you knew how to get in!?"

“I-I don’t know… The password- it didn’t work…” I gulped, pulling myself back to my hooves and ducking away as the turrets sent another round of bullets whizzing my way. “I could have sworn I had it right…”

“Pureblood changed it!” Fleur shouted at me, her revolver sending a bullet slashing through another turret and blasting it apart, pieces of shrapnel shooting out from its now mangled form. “Did you really think he would just leave it the same, seeing as he knows you knew the password yourself?”

Brisk gave a loud grunt, taking a staggering step back before letting his minigun roar to life and spray the turrets with his gunfire. “And you didn’t think to tell us this before we ran through a fucking army to get here!?”

Fleur winced. “It uh…” Her eyes darted around, making out the carnage around her. I wondered if she had ever even seen a fight like this before. “It slipped my mind…” Her voice sounded almost pitiful.

I rolled to my right, the spot I had been standing bursting apart as the turrets fired upon me. I rolled back to my hooves, my body aching. My horn flared with light as I swung Braeburn’s Liberator up and blasted apart the turret that had been firing at me. “I don’t suppose you have any idea what he changed it to?” I sighed as Fleur shook her head. I turned to look at Pyre, my brow furrowing. “Pyre! I’m going to need to look at the terminal for a second! Cover me!”

Pyre gave an affirmative nod, crouching down into an even more battle ready stance and sending waves of fire racing up at the turrets. A synth dove at her from the side, staggering her, only for Pyre to crush it with a quick buck from her armoured, hind legs. “Xayah! Take down anything that gets close! Pack! Defend Amber at all costs! Brisk! Help me take out the turrets!”

I rushed forwards, pulling myself back up to the terminal. The turrets spun to fire at me, only for both Pyre and Brisk’s heavy weapons to rip into them. Pyre’s hellhounds swarmed around me, using their bodies as living shields as their claws ripped into approaching enemies. Every few seconds, I heard the loud bang of Xayah’s rifle as she took down opponent after opponent from a distance.

“We got more synths coming!” Mother shouted, her magical energy rifle blazing. I glanced behind me, making out a squadron of synths rushing towards us, headed by a large griffon in power armour. I saw one synth fall to a shot from Fleurs revolver.

“Shit! Brisk!” I heard Pyre shout, her flamers still blazing with light. Brisk spun around, his minigun booming as he sent a stream of bullets spew towards the approaching synths.

The heavily armoured griffon launched forwards with a powerful flap of their wings, rocketing towards us and slamming head first into Pyre. Their claws flashed out, digging groves into Pyre’s immense power armour. Mirra was thrown from Pyre’s back, her insectoid wings buzzing as she tried to regain her composure mid air.

I scrambled up to the terminal, Pyre’s raider hellhounds still in a protective formation around me as my eyes darted across the scrolling text as I pulled up the metadata on the screen. I grimaced as I looked over the lines of flickering green data. Pureblood had changed the password to something exceedingly long by the looks of it. Twenty letters. I gulped, panic rushing through me. There was no way that I would be able to figure out the proper password with only one guess left.

My eyes darted up to the ominous timer flickering above me. I could feel my heart beating faster and faster in my heaving chest.

Bang!

I jumped as two large shapes slammed against the wall next to me. I glanced up, making out the shapes of both Mother and Fleur as the two of them pulled themselves back to their hooves, their weapons up and firing before they were.

“Mother! Do you know any sort of override to the maneframe! Anything to get inside!” I shouted, pleaded more accurately. I could feel each second filling my mind with more and more dread.

Mother’s head bolted up, looking at me with concern. “There is none. The Crusader Maneframe mark II is the single most vital part of the Institute. Extensive security measures were put in place to ensure that no outsider or unauthorized personnel could get inside. You would need to get the password directly, and the only pony that knows it is inside the maneframe...”

I saw Fleur’s face constrict in thought beside her. “...But there might be another pony that knows it,” Fleur muttered, her eyes darting about.

I felt my heart jump a little at that. “What? Who?”

“Silver Ace,” Fleur said back, her voice sounding uncertain. “He would have been the one to change the password for Pureblood, he’d know it.”

I felt my shoulders tense. Of course Silver Ace would know. Silver Ace always knew. He had been at the centre of everything since the very beginning, why wouldn’t he be now. I gave a grim nod. “Alright, where can we find him?”

To my surprise, a tremor of fear traveled down Fleur’s spine. “When Pureblood talked with you through the Steel Ranger’s database in Fillydelphia, he told me that you informed him that SIlver Ace had been trying to activate something called Project Redirect. He called Silver Ace a traitor… he… h-he took him somewhere. Below the Institute. Pureblood did t-things to him there… terrible things... Goddesses, I didn’t know that brain bots like him could scream like that… I didn’t even know they could feel pain... The screams went on for hours.”

My brow scrunched up as I put meaning to her words. “Below the Institute? Where?”

Fleur just shook, her eyes wide. “I… I don’t know…”

“Synth Interrogation Wing,” Mother said softly, her voice suddenly sounding both incredibly dower and embarrassed. A small chill seemed to pass through her. “The Director has him locked in the Synth Interrogation Wing.”

I raised an eyebrow at her. “How do you know?”

Mother glanced down at her hooves, her expression shameful. “Because we have things down there… Things the Institute isn’t proud of...”

I felt a little lightbulb go off in the back of my mind. “...Things that can make even robots feel pain…” I felt my expression darken and a loud scowl escape my lips. “You have a torture chamber,” Mother could do little else but avoid looking me in the eyes and slowly nod. I growled again. “Do you know the way?”

Again, she nodded. “Yes… We kept Insecta there before transferring my mind into her…”

I bit back a growl of anger before spinning around to face Pyre. “Pyre! Have your hellhounds secure this area. I need to go do something. I will need to make a dash for the maneframe door when I get back! Make sure this place is as free of hostiles as you can!”

Pyre gave me a quick salute, her flamers roaring as she finally bucked the power armoured griffin off of her and doused him in a wave of burning napalm. “You got it boss!” She shouted back, finally returning her gaze to the turrets before blasting them apart with her flamers. One of her eyes darted back to me under her visor. “Amber, take Mirra! She shouldn’t be in the middle of all of this.”

I could see Mirra open her mouth to protest as she fluttered over to us, but her body was shivering in fight as the bloodshed raged on. After a second of confliction, she nodded and dropped down beside me. “You stay safe, mom, got it?” The small changeling groused, sidestepping a blast of energy that lanced at her.

Pyre just gave the small filly a quick nuzzle through her armour. “I’m the wrong pony to ask that off.”

“Brisk! Xayah! Keep Pyre safe! Take out as many of Purebloods' forces as you can!” I shouted over the gunfire at where the two of them were fighting back to back, their weapons cracking off shots every second. Multiple shots every second in Brisk’s case.

Xayah gave me a frown. “Where are you going, you foolish pony?”

“No time to explain! Just try to stay alive while I’m gone!” I begged them, taking a few steps away. When Xayah gave me a worried nod, I turned to face Fleur and Mother. “Alright, lead the way!”

Mother nodded, her expression more grim than I’ve ever seen it. She turned to face the battle raging around us, her eyes distant. “It’s this way. Follow me.”

Nodding, I rushed after her, head first back into the fray. An apple grenade exploded a few feet away from me, filling my vision with smoke and my ears with manic screams as ponies bodies were rent appart. Mirra and Fleur rushed after us, frantically jumping about to avoid stray blasts of discharged energy from turning them to ash. I saw blood spilling down Mirra’s side, a nasty laceration from the explosives burst of flying shrapnel.

Up ahead, I saw Jinx slashing at a group of synths with her huge claws. A few synths fell to the powerful strike, but more were quickly rushing in to take their place. Jinx’s hide was already marred with hundreds of blistering burn marks, her once beautiful, violet coat now covered in oozing scars. Piles of raiders and synths alike were piled around her, both the crumpled bodies of her enemies and her fallen comrades.

I swerved as another explosive detonated a few feet in front of me, the shockwave sending me staggering back a few steps. My forehooves reached out and protectively grasped Mirra close to my chest, holding her close and shielding her to the best of my ability from the blast. The changeling filly shivered in my grasp, a fearful whimper escaping her lips.

Fleur pulled to a stop beside us, her revolver blowing the head off a Canterlot Ghoul as Mirra and I once more got our bearings. “Come on! We’re running out of time!” She shouted at us, sinister pink vapours bursting from her lips as she heaved.

I grimaced, letting go of Mirra and once more rushing after Mother who had gotten a good few feet ahead of us. I had to squint to make out her frantically dashing form amongst the dense, hectic crowd of combatants.

Pushing through exhaustion, I dashed forwards, Mirra and Fleur close behind. I let my magic guide Braebrun’s Liberator as I swung it through the air and smashed it against a charging mannequin-like synth. The metal of the synth's head dented, the circuitry inside getting crushed by the powerful blow. The synth collapsed to the ground, spasming, jolts of energy flashing through its body.

“Amber Aura has been detected,” A chilling voice rose over the cacophony of violence. My ears twitched, my gaze shifting to spot a dark Courser rushing towards us.

I felt my heart sinking. “Fuck, we’re about to get company!” I pushed against the ground with my hooves harder, forcing myself into an even faster sprint. I raced past the last part of the Institutes botanical garden, rushing out into the more spacious expanse of the main atrium's outer sections.

“We’re almost there!” Mother shouted back, her magical energy rifle blasting a path for her as she continued onwards. “Just a few more steps!”

A beam of energy lanced out from the Courser’s horn, the deadly streak of light blasting through Fleur’s side. Blood and pink vapours spilled across the floor as Fleur de Lis fell, her screams prominent even above the booming sound of eternal gunfire.

“Fleur!” I shouted, my voice sounding coarse in my throat, my hooves skidding across the smooth, blood-slicked floor as I came to a halt and spun around to help her. Mirra did a quick loop in the air beside me, her fanged mouth scowling at the Courser, her pupil less eyes narrowing.

To my surprise, Fleur pulled herself back up, the pink mist around her healing up the gaping wound. Her revolver snapped off two shots, forcing the Courser to swerve out of the way. One of the shots blasted off the head of a synth, dropping them to the ground.

I rushed forwards, helping her back to her hooves. “How are you not- you should be dead,” I breathed, wincing as another flash of light from the Courser’s horn forced me to duck low.

“Perks of being a Canterlot Ghoul,” Fleur grumbled, stumbling back, her revolver firing as the Courser once more advanced. "We are kind of hard to kill," She spun back around, snapping at me to force me onwards. “Now go!”

As I turned to run, the Courser lunged at me. I had just enough time to roll away from the attack before their hoof slammed down against the spot I had been standing. I saw cracks shoot out across the metal ground where his hoof collided with it.

I spun around to aim my gun, only for the Courser to leap at me again, this time, their hooves grappling around my neck and pulling me to the ground. I gave a loud shout of panic as I was roughly slammed against the ground, the Courser’s strong hooves rapidly choking the air from my lungs. I let my horn flare and raised Breaburn’s Liberator up to fire at him, only for the Courser to violently ram his head against mine, slamming my head against the ground and making my horn go out in a sudden burst of sparks. Mirra fluttered towards him aggressively, only for one of the Courser’s hind legs to shoot out and buck into her, sending her toppling to the ground.

“You will never get to the Utopia Program!” The Courser sneered, his cold, pale eyes boring into me. I felt his grip constrict, making me choke even more. Dark, black specks began to swim across my vision, the edges of my sight going hazy. His horn began to glow a deadly, sizzling blue as he glared down at me. “You were never going to...”

“Let go of my daughter!” I heard the muffled, rage filled scream of my mother shout. With bleary eyes, I looked up and saw Mother rushing back across the battlefield, her hoof swinging wildly to slam into the Courser. The Courser smirked at her, I could feel the muscles in his hooves tensing as he prepared himself to easily dodge out of the way while maintaining his chokehold.

To both the Courser and my surprise, Mother’s swinging hoof dropped back to the ground at the last second, her horn suddenly flaring and her magical energy rifle abruptly swinging up and ramming against the Courser’s skull. I saw the Courser’s eyes widen seconds before her gun fired, sending five bolts of searing blue energy lancing through the synth hunter's synthetic skull. The Courser’s head was blown open, skull fragments, brain matter and the occasional chunk of cybernetics raining down atop me as his body went limp and toppled to the floor.

With a groan, I rolled his corpse off of me and pulled myself back up, rubbing at my throat. “Th-thank you,” I said breathlessly, looking wide eyed at Mother as she stood trembling over the Courser’s bleeding form.

“You can thank me later, we need to move!” Mother groused, taking a shaky step away from the Courser’s body. Already, the Courser’s slumped form was beginning to twitch, his head slowly stitching itself back together.

I gave a grim nod of agreement. “Agreed. Let's get out of here… Mirra! You alright?!” A small fluttering sound, followed by a small thud on my back as Mirra landed on top of me gave me my answer.

“Come on! We’re almost there!” Spinning back around, Mother bagan once more dashing towards the edges of the battleground. This time I could see what I assumed was our destination, a large sloping, tunnel-like pathway that branched out of the Institute’s main atrium and led to the levels below.

“Amber! That Courser is getting back up!” Mirra squeaked fearfully, her eyes wide as she watched the Courser slowly begin pulling itself back to its hooves, its head almost fully reformed. Growling, I raised my quad-barrel shotgun and sent an explosive slug through the Courser’s side before turning and rushing after Mother with Fleur.

I heard the Courser give a loud yell of frustration as they collapsed to the ground, but the scream was quickly lost amongst the booming gunfire as we raced away. I took deep breaths as I tried to gather as much air into my lungs as I could as I pushed onwards, slowly making my way closer and closer to the tunnel.

Fleur rushed past me, catching up with Mother as she darted into the tunnel. I lowered my head and barreled after them, my hooves aching as I rushed along. I was almost there! I was so close!

“Amber! Watch out!” Mirra shrieked, her wings buzzing with agitation atop my back. I glanced behind me, making out the Courser once more charging towards me, their head and body now patched back to normal. The only traces of the damage Mother and I had inflicted upon it was the tattered hole on the side of their thick, black trench coat.

I wrapped an aura of amber magic around Mirra and lifted her from my back, throwing her as far as I could. The changeling gave an eep of surprise, her wings buzzing as she flew the last little bit of the way into the tunnel. Not one second past after I threw Mirra from my back, then the Courser once more slammed into me, sending me sprawling across my front. I rolled across the floor, my hooves flailing as I tried to pull myself back up. A searing pain shot through my leg as a beam of energy from the Courser’s horn flashed through my hoof.

“You are very capable and persistent,” The Courser hissed, looming over me. “Imagine our surprise when we found out that not only one, but four Coursers have been slain in your presence. Perhaps you are yet to be responsible for one of our deaths directly, but your perseverance has not gone without notice.”

I grit my teeth and spat at him. “Well then allow me to finally add a Courser to my own personal kill count.”

The Courser actually laughed at that, though the laugh was admittedly rather stiff and fake sounding. “Unlikely,” Their hoof shot out faster than I had time to react. I was sent tumbling head over hoof as their powerful strike rammed into me. I rolled to a stop, groaning, blood trickling down my forehead and dripping into my eye.

I glanced up, my horn glowing as I cast a thin amber shield between myself and the Courser’s next strike. The powerful blow slammed against the magical surface, cracking it and making me flinch in pain as agony shot up the crack Viscera had wrought upon my horn. A second later, the shield shattered as the Courser slashed it apart with a beam of powerful ice blue magic.

Jumping to my hooves, I let a second spell charge up on my horn. The Courser growled, his eyes darting up to glare at my glowing horn for only a second before he lunged forwards to attack me. Seconds before his blow landed, my body flickered out of view, my invisibility spell cast. The Courser’s hoof met open air as I sidestepped, their eyes darting around as they tried to pinpoint me in the smoke filled, hectic battleground.

“Where are you!” The Courser roared, spinning around, a deadly beam of light slashing out from his horn in all directions as he spun. “Don’t think I need to see you to kill you!”

I slammed my invisible hoof as hard as I could into his face, knocking him to the ground. His cheek quite literally caved under the sudden impact as I flickered back into view. Not waiting for him to pull himself back up, I spun around and practically threw myself the last few feet into the tunnel, landing heavily next to Mirra and painfully rolling a few feet across the cold floor.

I stumbled back up, my vision doing somersaults as I tried to straighten up and look at my three companions. “We need to move! That Courser is going to be on us again any second!”

“One second, I’m almost done!” Mother shouted back at me, drawing my attention to where she was typing furiously at a flickering terminal inset into the pristine wall. As for what she was trying to do, I had no idea.

A loud yell of rage drew my attention back to the tunnel entrance, where the Courser was slowly stalking towards us, this time with a squadron of at least ten synths marching beside him. I could feel my heart rate quicken as I met his murderous glare. “Well hurry up, because I don’t think we can take these synths on!”

Mirra and Fleur backed up until they stood side by side with me. I could feel Mirra’s small frame trembling as she pressed herself up against my side, cowering away from the looming Courser. Fleur’s Revolver raised, only for the Courser’s magic to flash out and send the weapon flying from her magical grasp and skidding across the floor, the Canterlot Ghouls shot going wide.

Then, as silent as a knife in the night, the Courser lunged, their glowing horn aimed to pierce my heart. I braced myself, readying myself for the attack.

The attack that never came…

The Courser roared with pain as they slammed into the thick metal door that suddenly lurched out and slammed shut across the entrance of the tunnel, separating us from the raging synth hunter. With a loud crunching sound, a thick stream of blood splattered across the tunnel from the now closed doorway, spraying my face with blood splatter. I glanced down, making out the shattered remains of the Coursers horn that had been violently snapped off by the slamming door. I took a deep breath, taking a small step away from the horn and watching as the metal door shuddered over and over again as the Courser rammed himself against it on the far side.

I glanced over at Mother, who gave me a weary smile from her spot by the flickering terminal. A terminal I now recognized as the door controls. “Figured it would be easier than fighting it,” She said simply, slowly pulling herself away from the wall and down the long tunnel. “Now come on. Silver Ace is this way, and that door wont hold that Courser forever.”


I glanced behind me as we quickly trotted down the long hallway. I kept expecting to see the Courser pop up behind us, their vile grin the last thing I see before they utter my deactivation code and send me into that horrific immobilized state. Beside me, I could see Fleur doing the same, her revolver swiveling back and forth in the air, ready to be fired at a moment's notice. Not that a shot from any of our weapons were going to be able to do much against those synth death machines.

Stealing myself, I glanced over at Mother as she led the way. Taking a long, deep breath, I took a few quick steps until I was beside her. “So…” I started, an awkward tremble in my voice. “How much farther till we get to the Institutes torture chamber?”

Mother winced at the remark. “It’s not a torture chamber… It’s an interrogation room,” She corrected, though her voice betrayed that even she didn’t believe what she was saying. “And it’s not far. A few minutes of walking tops.”

I narrowed my eyes at her. “Seriously? You aren’t even willing to admit that the Institute has a torture chamber?” I felt my mouth make some sort of sound that was half way between a sigh and a groan. “What the fuck happened to you? Why do you believe in the Institute so much that you would just pretend like all the fucked up shit it does doesn’t happen?” Another tremor passed through me, this time feeling exceptionally cold. “That you would abandon your family for them…”

“I- I didn’t turn my back on my family Amber… I’m sorry I couldn’t be there for you growing up, but I made a choice to help the wasteland… I had hoped that one day, maybe, I could make a world that you could live in without needing to spend every second of your life fighting for survival,” She retorted, her face downcast. “I believe in the Institute wholeheartedly, because they are the only ponies in Equestria that truly had a chance of ever achieving that.”

“How is that now abandoning your family!” I burst, frustration flaring up inside me. I took a second, burying my face in my hoof and letting loose a built up sigh. “Sure, you wanted to save the wasteland, who doesn’t…? But the things you’ve had to do for that… the evil things you’ve seen the Institute commit… how do their intentions justify any of that?” I pushed in a softer voice, once again glancing behind us to make sure the Courser hadn’t finally caught up. Thankfully, they were still nowhere in sight.

“Sometimes, terrible things need to be done to save ponies, Amber. You should know that by now, after everything that you’ve been through…” Mother looked away from me and down the hallway. “Glasswing knows what’s best for the wasteland. Everything we’ve done, we’ve done for the betterment of ponies that would do us harm, hate us, or don’t even know we exist. If that isn’t noble, then what is?’

“You took away Mirra’s mom,” I hissed at her, my glare practically cutting her down. “That wasn’t for the betterment of pony kind. That was an experiment and a way to deal with somepony that stood in your way.”

Mother flinched and glanced back at Mirra who was slowly trotting along beside Fleur. I glanced back as well, noticing for the first time that she had been avidly listening in on our hushed conversation. The small changeling quickly glanced away as she met my gaze.

“Insecta was a monster, Amber,” Mother finally sighed in a quiet voice, looking back at me. “She had to be stopped one way or another. We simply saw a chance to do so while maintaining order and furthering our production on Gen 3 synths. Do not think that I take any pride in taking away that fillies mother...”

“And what about what you did to Azar?” I shot back, countering her argument. “You dropped a bomb on him, manipulated him and lied to him so that he wouldn’t rise up against you for what you did to Insecta.”

Mother raised an eyebrow at me in surprise. “Really? You’re defending Azar? He was a monster, just like Insecta was. Possibly even worse.”

“I’m not defending Azar,” I growled. “Celestia knows I would never defend him. But what the Institute did to him, even if he was as evil as you can get, was wrong. You have to see that?”

Amber…” Mother said softly, shaking her head a little. “Azar is the one that killed Stable 25?”

“Killed Stable 25 under orders from the Institute,” I added with an angry snort.

“Under orders from Kamari,” Mother corrected, glaring at me. “When you told me what happened, I immediately looked into the Institutes files on the massacre at Stable 25. Azar had been acting as a double agent in Kamari’s forces for us for almost seven years. He had to wipe out the Stable to keep his cover. The Institute was unaware of what he was going to do until after the fact. Had Glasswing known, I’m sure he would have called him off immediately.”

“But you aren’t sure,” I said flatly, finally managing to make eye contact with her.

Mother took a long moment, holding my gaze with nervous eyes before tearing her eyes away from mine once more. “No… I suppose I’m not sure,” An uncomfortable silence fell over us as we continued walking, neither of us knowing what else to say. After what felt like hours, though I’m sure it wasn’t any longer than a minute at most, Mother sighed. “I suppose I really messed up as a mom, didn’t I?”

I just grunted, suddenly not really wanting to be a part of this conversation anymore. “Yeah. You did.”

Mother’s face fell. “Then I’m sorry for what I’ve put you through. If it means anything, after all that I’ve done... I’m very proud of the pony you became. Even if I had no part in raising you.”

I froze, my legs seeming to turn to ice beneath me. I opened my mouth to speak, but all that came out was a strange sounding croak. There it was, the one sentence I had always wanted to hear from my parents, just like that. I had spent a lifetime trying to make my father proud, and the cost of him finally saying it had been his life. Hearing my father say that had filled me with such warmth, but it had been fleeting. Something about it had felt empty, unfinished. But now I suddenly realized that it had been because I hadn’t heard the whole thing… Now I had.

Slowly, painfully, I turned my head to face Mother who had stopped to see why I had frozen in place, her face suddenly filled with worry. I felt a wetness on my cheeks, and I knew even before my vision began to blur that I was crying.

“Amber… Are you okay?” I heard Mirra ask, her wings buzzing as she moved forward to land beside me. Her small, gnarled hooves wrapped around one of my forehooves, her big blue eyes looking up at my face in worry, begging for me to be okay.

I gave the changeling filly a small smile. “Yeah… yes. I think I’m going to be just fine,” I glanced back up at Mother, quickly wiping away the tears on my face. “I don’t think you know how much that means for me to hear… And I don’t think I knew how much I wanted to hear that… even after everything.”

Mother gave me a gentle smile in return. “Amber… when this is all done… If you want me to leave the Institute behind… I… I can. If you need me,” her face contorted a little bit at that last part of her proposition, the words sounding almost painful in her mouth. “We… We could try to be a family again. If it’s what you really want. I know I haven’t been the greatest mother, but I can try to be what you deserved if you give me another chance… Give you a family like you’ve always wanted.”

I glanced down at Mirra who was looking up at me curiously. I took a long second, thinking over her words. After a moment, I shook my head and wrapped my free hoof around Mirra pulling her a little closer to me. “If you want to leave the Institute behind and become my family again, that’s up to you. But I’ve already got that family you claim I’ve always wanted. The wasteland hasn’t been kind to me, but it did one thing right. It gave me a family. A brother, a lover,” My mind filled with images of Brisk and Xayah, my two oldest friends who had been with me from the beginning. I felt my heart warm a little. The images in my mind's eye began to shift, changing to memories of Pyre, Mirra and Star. “I made a family that has always been there for me. It might not be the family I was born into, but it's one that loves me. And that I love back with all my heart,” I thought to my real body resting within a pod inside the Synth creation wing, Purebloods unborn fetus still resting within. “Hell, if I manage to survive all this, I might even end up with a son. Not something I ever expected to have, honestly.”

Mother gave a slow nod, but her face seemed sad. “Well, then I’m glad you could find happiness where I failed you.”

“Okay, this is moment is nice and all...” Fleur said, quickly butting in between us. “But we really need to get a move on. Need I remind you we have maybe ten minutes before the end of the world?”

My mind did a quick jump at her words. “Fuck. Right…” I glanced at Mother, this time with a more serious look. “How much further to the Synth interrogation room?”

Mother gave a shaky breath. “The Institute’s torture chamber is just around the bend. Quick, follow me.”

Not waiting any more time, Mother led us forward. I could feel my heart rate quicken with each step. I had talked to Silver Ace once before, but this time, I wasn’t going to be the one behind bars. My racing heart suddenly went from nervousness to excitement. It was time to get some real answers.

Mother led us to a large sliding door just around the corner. She pulled herself up to a flickering terminal inset into the wall beside it and tapped a few buttons. A second later, the white, metal door slid open with a near silent clang.

Stealing myself, I took a step into the room, my eyes taking in the clinical looking chamber. Rows of blinking computers lined the walls, each one connected to wires trailing out to a central device in the middle of the room. I let my eyes roll over the collection of machines before turning my gaze to the central device.

It was relatively tall, reaching up from the floor and connecting to the ceiling at its highest points. The large metal sides of the machine bore metal clamps, clearly designed to restrain a pony shape, though the whole device had clearly been adjusted to fit something much larger. My eyes landed on the smoking, metal form of the brain bot that had been clamped tightly into the machine.

“Amber…” Silver Ace spoke slowly, his flickering screen eyes rolling over me as I trotted towards him. His voice sounded incredibly strained. A bolt of energy traveled up the machine and through his body, sending his metallic form into a painful spasm. I flinched back as my ears were suddenly assaulted by his pained screams. It took a long minute before his agony filled shrieks finally died down. For a long moment, Silver Ace just lay slumped against the torturous device, his speakers making little more than strained breathing sounds. Finally, he looked back up at me. “Believe me when I say that I am glad to see you.”

“What the fuck did Pureblood do to you…” I breathed, my eyes wide as I watched another spark of energy flash through his metal chassis, once more sending Silver Ace into a painful spasm.

When Silver Ace finally gained the ability to speak again, his eyes bore into me with disdain. “You dug up something I had put quite a lot of work into keeping hidden,” his aching voice growled. “And then you decided to let Pureblood in on my plans for Project Redirect.”

My brows furrowed a little. “And what exactly is Project Redirect?” I looked at the machine that Pureblood had hooked Silver Ace up to. “What in Equestria could be so bad that Pureblood would do… this… to you?”

For another long moment, Silver Ace just stared at me in awe. Eventually, a pained laugh escaped his lips. “You don’t even know?” His laugh was cut short by another wave of painful energy. “Over two hundred years of planning, utterly destroyed by a pony that didn’t even realize what she was actually uncovering. Who would have thought?”

“You didn’t answer my question,” I stated flatly, taking a small step towards him. “What exactly does Project Redirect do? And what’s its connection to the Utopia Program and Stable 25?”

A sudden look of interest crossed Silver Ace’s digital eyes as he looked at me over. “That is irrelevant. At least at the current moment. What interests me more is why you would bother coming all this way to talk to me when you should be dealing with Pureblood,” His eyes flickered over to Fleur de Lis, another wave of understanding suddenly coming over him. “Ah, of course. You need the code to get into the Institute's Crusader maneframe. Without me, Pureblood has as good as won.”

I nodded, a little surprised by how fast he had deduced that. “Exactly. And seeing how I doubt you like Pureblood very much at the moment, how about you tell us what we need to know so that we can stop him before it’s too late.”

Silver Ace gave me a flat look. “Of course. Though I think you know what I want in return.”

I nodded. “Tell us the code and we’ll let you out of there.”

“No,” Silver Ace cooed, the cracked lips on the bottom most screen slowly twisted into a small smile. “I can’t risk you taking the information and leaving me here. You let me go first, then I’ll tell you.”

I nodded, trotting over to the terminal controlling the machine. I raised a hoof, readying to deactivate it. A sudden thought rushed through my brain, and I took a step away from the terminal. “Actually, while you’re here and I have some leverage… I think I’d like to ask a few other questions.”

Silver Ace’s eyes narrowed. “What do you want?”

I smiled a little smugly at him. “I know that you were working with Kamari before the war. I want to know why?”

Silver Ace’s narrowed eyes widened and filled with a look that was somewhere between shock and fear. “What!? How did you know about that?”

“I did a little bit of digging. I found an old memory orb of Rarity in you and Kamari’s secret meeting spot,” I told him, moving further away from the terminal. “Now I want some answers.”

His screen eyes darted around a little desperately at my request. “Let me out of this first. Then we’ll talk.”

I raised an eyebrow at him sceptically. “I could just leave you here,” I snarled, leaning in a little so that I was staring into his eyes directly. A second after I did, another bolt of energy slashed through Silver Ace’s body, making him jerk violently against his restraints, screams of pain ringing in our ears.

“No… You… won’t…” Silver Ace wheezed, his voice losing much of its conviction as his metal form jerked in its bindings. “You need that code or you lose all hope of ever stopping the Utopia program. Now let me out of this!”

I took a step back, my expression hard. “First tell me why you were working with Kamari,” I leaned in again, my eyes digging daggers into his. “Kamari is the one who gave the order to have my Stable slaughtered. It was under his order that my oldest friend Shade was murdered in cold blood. And it was his actions that led Crank to his death. I want to know why you were working with somezebra like that, and I’m not letting you out until I know.”

“Amber, just let him out,” Mother hushed, stepping up beside me. “He wants to help us. Let's not waste any time.”

I shook my head, pushing her back a little. “No. I want answers first. He isn’t going anywhere until I have those. I’m tired of running around the wasteland, learning little scraps of info at a time that could have helped me save lives weeks ago. Right now I have the pony with all the answers before me, and we aren’t going to be done here till he spills what he knows.”

There was a loud zap as yet another jolt of energy surged through Silver Ace's body. This time, it lasted for minutes. Silver Ace screamed, the image of his cracked mouth twisted into horrific shapes as his body was flooded with bolt after bolt of agony. I stepped towards him, my eyes blazing with the light of his seizing form as blinding sparks flew from his body and lashed across the steel floor. “Now talk. Why were you working with Kamari? What is Project Redirect? And what is the code to the Maneframe?!”

“This is enough! I’m shutting that machine off!” Fleur shouted, almost frantically, moving to reach the control terminal.

My horn lit up, grabbing onto her tail and yanking her away from the terminal and back to the doorway. “We don’t let him go until he talks!” I shouted, raising my voice to be heard over Silver Ace’s manic screams.

“Amber!” I froze, Mirra’s voice snapping my attention to her. The small changeling was glaring up at me, her blue eyes narrowed. “Let him go now.”

I took a moment, letting her words wash over me. I don’t think I had ever seen Mirra so angry with me. I looked back at Silver Ace as he jerked about in his bindings, his metal body practically crackling with energy as he howled with pain. I felt myself blink. What the fuck was I doing.

Slowly, I trotted back over to the terminal and shut it down. There was a final jolt of energy, then silence as the machine came to a stop. A second later, the metal bonds holding Silver Ace down popped open and the brain bot hesitantly floated back to it’s normal height.

“Thank you,” Silver Ace cooed, his large, bulbous eyes looking Mirra over. His body quickly bobbed over to a table next to him, a metal claw detaching from his chassis and picking up a strange looking, glowing talisman that had been set aside. After a moment of attaching the talisman to his body, his screens swiveled to face me, his expression stern. “Now… about our agreement-”

“Amber! We’ve got trouble!” Fleur shouted, her revolver raising as she spun around to face the door.

I turned, my eyes making out the form of the Courser as they silently stalked into the room. A second later, a squadron of ten synths rounded the corner and began moving into the room, blocking any chance of escape. Blood matted the dark hair on the Courser’s face from their horn being snapped off, though their horn itself had been reattached to their head with no real signs of it ever having been destroyed.

I let my magic wrap around Braeburn’s Liberator as I raised it up to face the deadly synths. The muscles in my legs tensed, preparing for the Courser to lunge. Beside me, I could see Mirra and Mother do the same.

“Hello again Amber,” The Courser hissed, bearing his teeth menacingly. “On order of the Director, you are-”

Before he could finish his sentence, Silver Ace tapped his metal claw against his glowing talisman. An aura of white magic flashed out from the talisman, wrapping around the synths and slamming them back against the wall. The synths bodys shuddered, their metal frames crumpling under the force of being rammed into the wall. The Courser lurched back, a look of surprise flashing across their face as the white glow of magic lashed out and surrounded them as well. Their sinister horn began to glow a dazzling blue, charging up for a counter attack, only for the white glow of Silver Ace’s talisman to constrict around the Courser’s head, crushing it flat, brain matter shooting out in all directions.

The Courser’s body dropped limp to the floor, the bleeding stump of its neck already beginning to stitch its head back together. It didn’t manage to rebuild much of its head however, as a few seconds later, Silver Ace cast a second aura of magic around them, this time lifting their headless body up into the air. There was a loud pop of magic as Silver Ace poured another steam of energy into them, then the Courser dissolved into a glowing pile of ash, slipping out of the magic field and fluttering into a small pile across the floor.

I stared up at Silver Ace in horror, my mouth falling open. “I- how- you- what!?” I baulked, taking a step back. My eyes darted to the talisman still clinging tightly to Silver Ace’s side. “What the fuck is that thing.”

“A simple magic talisman,” Silver Ace cooed, floating over to the middle of the room. “It acts as a sort of horn for non unicorns. Less effective as a horn, but just as capable with the right training. I designed it myself.”

I just nodded dumbly, my eyes still locked on the glowing device. “I’m starting to understand why ponies kept calling you a magic expert.”

“I’ll take that as a compliment,” Silver Ace chuckled smuggly, once more turning back to me. “Now, about the code to the maneframe- You'll be happy to know coming to me truly was your only option. you wouldn’t have been able to hack the terminal, even if the maneframe’s security systems would have allowed you. The password is always changing, being randomly generated every five seconds, making hacking it impossible. You will need to pre download the code's datafile into your pipbuck and log your pipbuck into the maneframe itself to open the door.”

I gave the hovering brain bot a small scowl. “I don’t exactly have my pipbuck anymore though, now do I. If memory serves, some brain bot took it from me.”

Silver Ace bobbed up and down in the air, signifying a nod. Another claw detached from his body, this time holding my pipbuck tight in its clutches. “Consider this a gift for getting me out of that rather dreadful situation… Regardless of how uncivilized you handled the situation. I’ve already downloaded the file for the Maneframe onto it for you.”

I let my magic reach out and wrap around my old pipbuck, extracting it from Silver Ace’s gasp and slowly floating it over to me. “You’re- giving it back?” I asked, a little surprised. "Just like that? I thought you said I'd never be getting it back?"

Silver Ace gave another bob-like nod. “Indeed. But it is of no use to me anymore. I have secured everything off of it that I need.”

I let my brows furrow as I reattached the pipbuck to my leg. It felt weird to have it back after so long. On one hoof, it felt like I was getting reconnected with a part of myself that had been taken away. On another, I suddenly realized how heavy it felt on my hoof, and how tightly it seemed to constrict around my matted hide. “And what exactly did you even need on it?”

Silver Ace’s cracked lips simply smiled. “I’m sure you will figure that out soon enough.”

Another thought hit me, and I glanced down at my pipbuck sceptically. “Wait… why did you already have the maneframe code’s datafile pre downloaded onto the pipbuck? What good would that have done you?”

Silver Ace smirked. “Perhaps I had been planning to enter the maneframe myself…?” He leaned in a little closer to me, his expression unbelievably smug and his screen face almost fully filling my vision. “Perhaps you showing up here was something I had already anticipated and planned for…” He slowly swirled back around in the air, moving towards the exit. “Now, if you will excuse me. I have some things to prepare for.”

I growled, raising my shotgun up in my magic. It felt amazing to see SATS lock onto Silver Ace’s body and the little green blips that signified my friends pop up on my EFS. “Hold up. You aren’t going anywhere until you answer my questions!” Beside me, Fleur and Mother raised their own weapons at the hovering brain bot as well. Mirra just barred her fangs.

Silver Ace paused, only turning back enough to glance at the four of us out of the corner of one of his eyes. “Sorry Amber, but you are getting a little too close to uncovering things I don't want you knowing. I think those are a few secrets I’d like to keep for just a little longer... And I’m afraid that you don’t have enough time to force them out of me.”

Fleur’s brows squished together as she silently mouthed Silver Ace’s words. “What do you mean by that? Not enough time?”

Silver Ace just gave another smug grin. “Aside from only having about eight minutes before Pureblood launches the Utopia Program, you mean?” He turned back around fully, looking us all over with his large monitor eyes. “Pureblood is well aware that I was the only other pony with the means to enter the Maneframe. When you released me, you sent a warning signal right to him. As we speak, half the Courser’s in the Institute are abandoning the fight against your raider forces and are on their way here. You have maybe a minute before this whole section of the Institute is overrun.

I saw Mother’s eyes widen in fear. “Wh-what! But that is a tactical suicide! He would be giving up his victory over the rest of the Institute to do that!”

“And why would that matter?” Mirra pointed out to her, giving her a flat look, her long ears folding flat against her head. “We already know Pureblood doesn’t need to win this fight. He just needs to last long enough to activate the Utopia Program.”

“Exactly,” Silver Ace monotone, once more slowly moving towards the door. “And since none of the rest of your forces are going to be able to make so much as a dent in the maneframe while it’s being protected by the B.S.S.G. force field. If he kills you, here and now, he wins.”

I felt my eyes narrow in on him again, frustration bubbling up inside me. “You planned this! That’s why you wanted me to release you first! You weren’t trying to escape the pain, you just wanted to make sure that I wouldn’t have enough time to question you!”

Though I couldn’t see Silver Ace’s face as he floated out the doorway, I could practically feel his smug smile. “And it worked, didn’t it. I think you’d be surprised by just how much of all of this was a part of my plan, Amber,” He turned back to face me one last time. “Now if I were you four, I would get moving. You don’t have any time left.”

My eyes widened as I watched a metal claw detach from his body and swing down to hover over his glowing talisman. I took a few quick strides forward, my hoof reaching out to stop him. “Wait! But how do we-” His claw tapped against his talisman and he disappeared in a flash of light. I pulled to an abrupt stop, staring at the spot the brain bot had just been floating. “-stop the Utopia Program…” I finished lamely.

“A-Amber, we need to get out of here…” Mother said, pulling up next to the door and glancing down the hallway. “I helped to design Courser’s, I know how they work. Assuming they started pursuing us the moment Silver Ace was freed, we have maybe one minute until they’re on us.”

“Then let's get out of here,” Mirra stammered, peeking out around the corner herself. “I don’t want to be around when those freaks show up.”

“So which direction? Back the way we came I guess?” I asked, quickly trotting out of the room and heading the direction we had come. We had to get out of here and fast.

Mother paused, her face stricken with fear. she reached out, grabbing onto me and pulling me away from the hallway. “NO! We can’t go that way!” I turned and looked at her with confusion for a second before realizing what had gotten her in such a panic.

The second I realized the issue, I slapped my hoof across my face. “Fuck, shit, balls… That’s the direction the Courser’s are going to be, isn’t it…” I felt my heart sink as Mothers gave me a fearful nod. “So what! We’re trapped!” I started glancing around, a sudden feel of panic washing over me. There had to be another way out of here that didn’t involve us fighting an army of Coursers by ourselves. I was pretty sure that that was a fight we were not going to be able to win.

Mother took a nervous step back, her eyes locked on the door. “I… I don’t… I can’t think of any other way back into the atrium.”

“What about the vents?” Mirra suggested, her translucent wings buzzing as she fluttered nervously over to me. “We used those to get around the Institute undetected before. Perhaps we can again?”

Fleur shook her head. “The vents won't do us any good. The radiation pools in there. They’d be far too full of ambient radiation after Pureblood flooded the place. Even your gas masks aren’t going to be able to stop it from seeping into your skin.”

I felt a tremor race down my legs. “So then what…? There has to be something…”

Suddenly, Fleur’s body went stiff as a thought passed through her. “Actually, there might be…”

I could see Mother’s eyebrows raise in surprise. “I know the Institute like the back of my hoof. Each sector only has one entrance into the main atrium each. What other way is there?”

Fleur turned to look at her, her expression deep with thought. “You know the layout of the Institute well, of course, but how well do you know the layout of the Directors office?”

Mother froze, her face stricken with surprise. “The Director's office? But no pony or changeling has been inside of there since before the bombs!”

My face lit up as a little piece of what Fleur was saying clicked in my head. “But that isn’t exactly true, is it?” I said, forcing a smile I didn't really feel. “I’ve been in there, and Pureblood,” I turned, giving Fleur a smirk. “And so have you.”

Mother’s face still held little else but confusion. “Okay… but how exactly does that help us? We’re nowhere near the Director's office.”

“We don’t need to be,” Fleur groused, standing up a little taller. “Because there is more than one entrance.

Suddenly, I understood. I looked back at Mother, my grin growing. “Back in the MAS Tower in the Hollow Shades, Luna had a secret passage placed into Twilight's office that led further into the building as a means of escape and to allow her greater access to the rest of the facility,” I told her. I glanced back at Fleur. “That passageway was hiding behind a large painting, and if my memory is correct, there’s a large picture of Canterlot Castle in the Director’s office. It’s about the same size too… And seeing how the MAS tower and the Institute were both developed by the same ponies…”

Fleur gave me a quick nod, telling me I was on the right track. “Shortly after you escaped the Institute, Pureblood showed us a secret tunnel that leads into the Directors office, yes. It branched off into a few tunnels, allowing access to almost every wing of the facility.”

“And the director's office leads right back into the Atrium!” Mirra squealed excitedly. Her wings fluttered at her side as she finally caught up with our train of thought. “That’s perfect!”

“Alright...” Mother said slowly, rolling the news around in her head. “Where exactly does this secret entrance open up at?”

Fleur paused for a second, thinking that over. Wafts of pink mist swirled around her lips as she took slow, deep breaths. “I believe it was in the Institute's archive section…”

Mother’s eyes lit up. “The archive wing? That’s not far from here! We could probably make it there in time!”

The loud pounding of hoofsteps drew our attention down the hall. From around the corner at the far end of the hall, I could see the dark shadows of countless Coursers writhing across the smooth white walls as they drew nearer.

“Well we don’t have any time! We need to go, now!” I urged, my hooves spinning mother around and pushing her forwards. She gave a quick whinny of surprise before galloping off at full speed away from the oncoming Coursers. I reached down with my mouth and tossed Mirra onto my back before sprinting after her, Fleur hot on my tail.

Mother darted down another hallway, quickly moving out of sight. As I moved to rush after her, I heard a loud, chilling shout echo down the hallway towards us. “There they are! Eradicate them!”

Fuck.

I whipped around the corner just as the first few blasts from the Courser’s deadly magical energy guns flashed towards us. I felt the hairs in my tail get singed as a few beams lanced through it, the rest of the beams leaving dark black burn marks on the once pristine walls.

“How much farther!” Fleur shouted, a few beams slicing into her rotting hide as she careened after us, only narrowly avoiding being turned to ash herself.

“I said not far!” Mother shouted back, panic flaring up in her voice. Her horn serged as she raised her magical energy rifle above her head and fired wildly behind her. I heard one of the Courser’s give a small grunt annoyance as they were forced to sidestep the lethal beam.

I glanced behind me, my eyes widening as I caught sight of the swarm of dark black ponies rushing after us. There must have been at least a hundred, each one staring into me with their cold, chilling eyes.

I heard Mirra give a loud scream from atop my back as she looked back herself, her body trembling as she took in the army of powerful synths. “We aren’t going to make it!” She shrieked, her gnarled hooves wrapping tighter around me as she held on for dear life, choking the air from my lungs.

“No! We’re going to be fine!” I reassured her, though my frantic tone wasn’t very convincing. I was beginning to feel the death-like breath of the Courser’s breathing down my neck. I knew full well Mirra was right. We couldn’t outrun Coursers. No pony could.

“Amber! Slide!” Mother’s words reached my ears, even over the booming of hoofsteps and blaring lasers of the Coursers behind me. Instinctively, I did as she commanded, flinging Mirra down the tunnel with my magic before dropping to the ground, my momentum carrying my forwards. I gave a sharp yell as my hide slid against the cold surface, my flesh underneath red from friction burn.

Not a second after I dropped to the ground, a large metal door slammed down from the roof. I winced, the door crashing violently against the floor inches past my head. Had I not slid across the floor like Mother suggested, the slamming door would have likely taken my head clean off.

“Come on! That won't hold them long!” Mother shouted, rushing over and pulling me back to my hooves. She was right. Already, the door was starting to fall away as hundreds of deadly lasers from the Courser’s weaponry rapidly melted it too slag. Each second was punctuated by a loud bang as the Coursers rammed them self against the door in unison again and again, each slam denting the door in more and more.

“Quick! This way!” Fleur shouted, her hooves pulling aside a section of the wall to reveal a hidden terminal beneath. “This is it…” She tapped frantically on the terminal for a few seconds, trying to find the right password.

“Here, let me,” I urged, gently pushing her aside and scrolling through the terminals metadata. After a few failed attempts, there was a loud beep, and a large section of the wall beside us slid open with a loud hiss of steam, revealing a relatively narrow, dark tunnel beyond.

“All these years, and I never knew this was here,” Mother breathed in awe, briskly trotting into the hidden passageway. “And there are more of these?”

“Maybe fifty or so,” Fleur nodded, quickly scampering after her. “I can’t be sure.”

“Incredible,” was all Mother had to say. “Truly incredible…”

As soon as we were all into the tunnel, I tapped a few buttons on a terminal just inside the doorway and sealed the tunnel off behind us. Not a second later, I heard the large door holding back the Courser’s burst inward, followed by the sound of pounding hooves as the Courser’s flooded into the chamber. “You think those Courser’s know this tunnel exists?” I asked, turning around and quickly moving farther into the dark passageway. After a few seconds, I clicked the flashlight on my pipbuck on, remembering that I actually had it once again.

“They shouldn’t,” Fleur answered, trotting a few paces ahead of me. “But that doesn’t mean they won't find it, or that Pureblood didn’t decide to program its location into them.”

“Do you think he would do that?” Mirra asked, her wings fluttering as she tried to keep pace with us.

Fleur thought about that for a second, before finally shaking her head. “Unlikely. Pureblood likely would have had too much pride to program in secrets he felt only he should know. Besides…” She paused, glancing down at herself. “Why should he even suspect that anypony else would find this tunnel?”

We trotted on in silence for a bit, quickly weaving our way through the long passage. I took the lead, my pipbuck lighting our way with it’s eerie green glow. It didn’t take long before we came to another sealed door. I reached out, tapping a few buttons on the attached terminal. A second later, the metal door slid open, revealing a wall of canvas.

Unceremoniously, Mother stepped forwards and pushed the canvas aside, sending the large portrait of Canterlot that had obscured the hidden passage crashing to the floor. The frame shattered as it hit the ground, sending splinters of wood skidding across the floor in all directions.

“A shame you had to ruin such a nice art piece,” Fleur sighed sadly, looking over the damaged frame and stained portrait it had once contained. “It was such a lovely work…”

“So this is the Director's office?” Mother said, looking around the dark room. Like the last time I had been in here, it was almost pitch black, lit only by the sickly light of my pipbuck. “Not what I expected…” Her eyes landed on the large machine that took up the center of the room. “What is this?”

“Teleportation device,” I said quickly, giving it a small kick with my hoof. “It’s what Pureblood used to move back and forth from Red Eyes Cathedral to the Institute.”

Mother gave a small snort of disapproval. “Then it’s a very old model. The Institute has been using a much more advanced and refined devices for years now.”

“We had to build it without the rest of the Institute knowing,” Fleur told her, looking the device over herself. “Believe me, it drove Pureblood crazy that he could only get a few charges out of this thing. It takes almost a month to charge up.”

“That explains why Crank and his cyber ponies had to take the long way back after they broke into my Stable,” I grunted, turning away from the machine and facing the large black doorway out of the office. “Now come on, we need to…” I paused, suddenly glancing behind me, my eyes darting back and forth across the dark office.

Mirra fluttered over and looked up at me, confusion slayed across her face. “Amber? What is it?” Instead of responding, I let my eyes sweep across the room. Finally, I spotted what I was looking for. A large metal safe inset into the wall on the far side of the room. I quickly turned and started walking towards it. At my lack of response, Mirra’s confusion only grew. “Amber? What are you doing?”

I tapped a hoof on the safe, looking it over. I growled a little when I saw it was locked. I turned back, my face annoyed. “Are any of you any good at picking locks?” In response, Mother raised her magical energy rifle and blasted a beam of blue light through the safe’s lock. I flinched, terrified that the shot was going to hit what lay inside, thankfully, nothing seemed to happen.

Giving mother a shaky, but thankful nod, I bent down and swung the now broken door of the safe open. As soon as I did, a new pulsating light began to fill the dark chamber, this time emanating from the safe’s deadly contents.

I heard Mother take a terrified breath as she stared at what lay beyond. “I-Is that a… a…”

“Yup,” I grunted as I pulled out the glowing orb, holding it up in my hooves and inspecting it. I didn’t dare hold it up in my magic, not knowing how easy it was to set off. “This is a balefire bomb.”

Mother took a trembling step back. “You- you can’t be thinking about actually using that… c-can you?”

I took a deep sigh and nodded. “If we can’t stop Pureblood from launching the Utopia program in time, then yes,” Gingerly, I placed the balefire bomb into my saddlebags, its eerie glow disappearing as I gently placed the flap of my saddlebag over it. “But I’ll only use it as a last resort, I promise,” I glanced at the teleportation machine beside us. “Mother, I want you to stay here. See if you can get this machine up and running. I want you to get as many ponies out of this place at a moment's notice if I actually need to set this bomb off.”

“Wh-what?! No!” She growled, stomping her hoof across the ground. “I’m going with you! You need me!”

I shook my head. “No, I don’t. You aren’t a fighter, you’re a scientist, and right now probably our only hope of not killing every last pony in this place if the worst comes to pass,” I looked down at Mirra, a small tremor racing through me. “You stay with her, Mirra. Keep her alive.”

“Amber, are you sure?” Mirra gulped, her eyes wide. “I-I can help.”

I nodded. “I need you to keep everypony alive. I don’t trust anypony else to do this.”

I turned to look at Fleur. I opened my mouth, only for her to cut me off. “I’m going with you Amber. And there is nothing you can do or say to change that,” She gave me a weary smile, showing off her rotting teeth. “I’m the one that took the A.A.S.S. from you and gave it to Pureblood. All of this is on me, and I’ll be damned if I just stand by and let you face him alone.”

I paused, trying to think of something to convince her otherwise. Once I realized I had literally no grounds in which to do so, I simply nodded. “Alright then. Let's do this.”

Mother stepped forward, looking me over for a second. I took a small step back hesitantly, not sure what she was doing. After a long moment, she reached forwards and hugged me. “I’m sorry I haven’t been the best mother,” She said, and from the shake in her voice, I knew she was crying. “But I love you.”

A painful sigh escaped my lips. I didn’t really know what else to say. So instead of saying anything, I just hugged her back and cried.


“Amber! You’re back!” Pyre shouted, her flamers blazing as she melted a charging synth too slag.

I ducked low, a volley of deadly beams flashing over my head as I charged towards the looming white spire of the Institute maneframe with all I was worth. Behind me, Fleur de Lis’ revolver cracked off shot after shot, each blast dropping another synth to the ground.

Jinx darted overhead, her powerful wings causing ripples of winds to slam down around us. Hundreds of gaping, bloody holes dotted her body and I could see new wounds appearing each second as more and more synths turned to fire upon her. She wobbled in the air for a second before crashing down to the ground, once more ripping into her foes with her deadly teeth and claws.

“Pyre! How is everything going!?” I shouted, my magic swinging Breaburn’s Liberator up and blowing the head off a slaver. My voice was muffled from the gas mask I had once more pulled over my face, but Pyre seemed to hear me fine.

“Peachy. I was in need of some good relaxation!” She shouted back, her sarcastic tone somewhat lost on me over the endless gunfire. “But seriously, we’re fucked. Things are not going w-” Her sentence was cut off as two Canterlot ghouls rammed into her, knocking her off balance. She whirled around, her flamers roaring and her hooves crushing the assaulting ghouls' spines. “-Not going well. Razor Blade and Iron hock showed up a few minutes ago with reinforcements, but even with them, they’re killing us a lot faster than we’re killing them. Razor Blade is already dead and there is no word from Glasswing, Magazine, Star or Scarlet,” Her eyes darted around behind her visor, looking for something. When she spoke again, her voice was panicked. “Wait, where’s Mirra!?!”

“She’s safe! Don’t worry!” I shouted back, once more dodging a blast of deadly energy. I pulled up beside my power armoured friend and let Breaburn’s Liberator slam against an approaching synth like a baton before swinging it around and blowing their head off. “I have a plan! How much longer do you think we’re going to be able to hold the Institute's forces off?”

I could practically hear Pyre grimace under her armour. “Right now Jinx is practically the only thing keeping us in the fight, and I don't know how much longer she is going to be able to hold out. We can keep this up for maybe two minutes max?” She glanced up at the ticking timer looming over all of us. I followed her gaze and felt my blood run cold.

Pyre glanced back at me, her eyes hard. “Not long enough to live through this though.”

I nodded, my thoughts racing a hundred miles an hour. “You won’t have to. As soon as I enter the Maneframe, start getting everypony to retreat to the Directors office! I have Mother and Mirra there waiting to teleport everypony out of the Institute at a moment's notice!”

Pyre’s eyebrows furrowed behind her visor. She turned around, her flamers sending a Canterlot ghoul up in flame before she turned back to me. “What? Why?” After a second of silence, I heard her breath catch in her throat. “You got the Balefire bomb from the Director's office, didn’t you…?” At my sheepish smile, she gave a loud sigh. “Fuckin’ shit Amber! You have the worst habit of throwing yourself into the jaws of death out of every pony I have ever seen… Xayah is going to be furious.”

I gave a grim nod. “I know, but this is more important. If I can’t stop Pureblood then I’ll need to destroy the Utopia Program, no matter the cost.”

Pyre gave me a grim nod. “I know…” I gestured to Fleur and started to move away towards the doorway into the Maneframe, when Pyre called out. “And Amber!” I came to an abrupt halt, glancing back at her. “I know it’s kind of hard with a balefire bomb and all, but if you really do need to set that thing off… don’t miss.”

I gave her a final nod, my expression grim. “You won’t have to worry about that,” And without another word, I darted away, Fleur right behind me.

“You know you’re probably never going to see the rest of your friends again,” Fleur said, the loud banging of her revolver firing obscuring half of her words.

I gave her a sad smile. “I know.”

Fleur looked off to our right, her pale eyes landing on where Brisk and Xayah were fighting against the swarms of synths, back to back, their weapons blazing with light. “Do you… Want to say goodbye… or… I don’t know, I was never good at this sort of thing…”

I sighed and shook my head. “I think I’d like to keep this as painless as possible. Besides, unlike Pyre, they’ll try and stop us. We don’t have time for that.”

Fleur returned her attention to the rapidly approaching maneframe entrance. “It’s just… unlike me, you have a chance to say goodbye. Tell the ponies you care about that you love them… before they get taken away forever…”

I let my lips curl into the smallest of smiles. “That’s okay. They already know.”

We pulled to a stop in front of the metal door. Without waiting a second, I plugged my pipbuck into the terminal, quickly scrolling through my different files on my pipbuck until I found the new file that Silver Ace had given me. Something seemed off, and I was pretty sure a file was missing, but I didn’t have time to dwell on that.

There was a loud beep as the maneframe’s terminal accepted the password, followed by a hiss of steam as the reinforced door lurched open.

“Come on!” Fleur shouted, rushing through the door and into the maneframe beyond. “We’re almost there!”

I glanced up, taking a second to take in the looming face of the mare on the moon, encircled by the ever so familiar image of the Stable-Tec logo. I took a deep breath, before rushing past the threshold and into the Institute's massive Crusader Maneframe.

The moment I was through the doorway, the large metal door slammed shut, the impact vibrating the metal catwalk that extended over the radiating sphere of light below us. I glanced down at the blinding orb, taking in the Utopia Program in all its glory. Unlike when I had confronted Azar and Queen Insecta, the glowing sphere seemed relatively stable, slowly pulsing at an even rate. its stability didn't seem to change the heat it was exiting though. The air inside the maneframe was warm, but I knew that before long it was going to start getting very hot.

I let my eyes wander and take in the rest of the Maneframe. The catwalks leading up to the top level of the Maneframe that had been destroyed during my fight with Azar had been masterfully rebuilt, this time having a much more grand and almost cerimonial look. It was as if pureblood had had them specifically crafted to feel as if his rising of the steps was a literal, if not metaphorical, transcendence. Up above, the flashing red lights of the ever present countdown loomed.

“Fleur de Lis… I had expected more from you,” I heard Pureblood's nasally voice coo from above us. I glanced up, making out his golden, metallic form as he slowly hovered down to face us. “You once represented the pinnacle of what the upper class once was. Now look at you. Dealing with wasteland savages and degenerates. Impure ponies. Ponies not worthy of our very breath.”

To my surprise, Fleur scowled at him with unexpected venom. “These ponies are more worthy than you ever were, Pureblood. These are the kinds of ponies that Fancy Pants strived to protect?”

“These ponies?” Pureblood almost seemed surprised. “Even the common rabble of the old Equestria were more worthy than the horde of barbarians that my degenerate, great great grandchild has wrought upon our haven. I doubt even a wannabe like Fancy Pants would have approved of such savages,” His cracked, digital lips twisted into a snide sneer. “But then again, who can say what Fancy Pants would have wanted. He is dead. Long dead.”

“After you killed him,” Fleur spat, her hazy eyes narrowing.

Pureblood seemed to find a great amount of amusement in that, his eyes dancing with excitement. “Oh, so Amber did tell you! I had hoped she would, otherwise I would never have given her those memory orbs to begin with.”

I felt my eyes widen a little with surprise. “Wait… you wanted me to tell Fleur that?”

“Of course,” Pureblood sneered, floating down a little closer. He once more turned from me and smiled at Fleur. “I wanted to see how strong your loyalty to me really was. As I can see, I was right to do so.”

“Pureblood, this has to stop!” I demanded, taking a bold step forward. “What you’re doing is madness! You have to see that!”

“Madness?” Pureblood looked almost offended at the statement. “Everything I have done is to return Equestria to its former glory. To raise it and all the ponies that call it home out of the festering cesspool it has become and into the brilliance of my new world. The wasteland is vile and lawless, filled will vices such as rape and bloodshed. But I am going to make it into something so much greater.”

Fleur raised her revolver in her magic, aiming it at the glass dome that held Purebloods brain. “Your idea of a utopia is a sick mockery of the old world. I wish to see Equestria returned to what it once was as well, but not like this,” her gun lowered a little and her eyes looked almost pleading. “Please Pureblood.”

The digital images of Pureblood’s eyes narrowed to slits as they loomed closer to us. “Amber corrupted you far more than I had anticipated you traitorous little bitch. Are you so blind to think there is a better way than this? Without ponies like us to rule, the lesser ponies are nothing but savages. Equestria needs the aristocracy, or it will never heal.”

Fleur paused, her eyes wide. “Of course there is a better way. But you don’t get it Pureblood, you never did. What is the point of aristocracy, if all we do is control? What is the point of power, if used for selfishness and greed,” As Fleur talked, I nervously glanced up at the flashing counter. Only four minutes till the Utopia program launched. We were almost out of time. “There needs to be balance. We need to rebuild Equestria to better the lives of others, not to enslave it, and definitely not to rule it.”

Pureblood just stared at her with a bored look across his digital face. “You truly are insane,” He finally drawled, his nasally voice sounding more snobby than normal. A feat I didn’t even realize was possible until just then. “You radical fools would see the world ruled by lesser beings. Ponies not worthy of dirt. I’ll show you what a Utopia really is. You’ll all see…”

Before I could fire off a shot, Pureblood lunged, his huge metal chassis surging towards us. Dozens of metal, pincher tipped appendages flashed out from his body, some pinning me to the ground while others clamped tight around Fleur’s neck, reefing her up into the air. Fleur choked out, her hooves flailing as she tried to break free from the constricting grip.

“Let her go!” I shouted, anger flaring through my body as I sent my shotgun swinging up and blasting at the looming brain bot. The shot seemed to do very little as the buckshot ricocheted harmlessly across his metal form, but the force of the blast made Pureblood reeled back, fire flashing across his form and turning his metallic side to thermite. His claws released, dropping Fleur back to the ground with a gasp.

I pulled myself up, my shotgun swivelling in the air to fire upon him again, SATS activating and locking onto his metal form faster than my eyes could move. But before I could fire, one of his claws lashed out, this one wielding a massive saw blade. I ducked low, the spinning blade sailing over my head and shaving a few hairs off the top of my mane.

“You would dare attack me!” Pureblood roared, his bladed appendage swinging out again, this time making the blade spin across the catwalk, slashing away at the metal and causing sparks to shoot out in every direction. I rolled to the side, narrowly avoiding the deadly attack. “You will be punished for your insolence!”

Fleur scrambled back to her decrepit hooves, the magic around her horn blazing as she raised her revolver and fired a few rounds into the back of Pureblood’s robotic form. Pureblood gave a loud roar of rage as one of the shots bounded against the glass dome, a small crack shooting across its surface.

Pureblood swung around, a second bladed appendage flashing out and lashing at Fleur, intending to sever her head from her withered neck. Fleur jumped back, pink vapours spilling from her lips and corroding the edges of the spinning blade.

I rolled across the ground, another swipe from Purebloods saw blade missing me by inches. As soon as I managed to get back to my hooves, I lunged at him, my horn erecting a small magical shield that deflected a swinging claw as he swiped at me. I leapt forward, my forehooves wrapping tight around his metal body as I clung tight to his thrashing form. I slammed a hoof against the cracked dome holding his brain, hoping to shatter it. Pain spiked up my leg when I found the glass was a lot stronger than it looked.

"The fuck is this stuff made of!?"

Pureblood lurched around in the air, trying to throw me off. I gave a loud scream, my hooves clutching tighter to his body as I was whipped around wildly in the air. I felt the metal beneath me shift and looked down to see the metal arms holding up the two large screens comprising his eyes swelling around to face me. He glared up at me in rage for a moment, before one of his claws arms lashed out and slammed shut around my hind hoof. With a strong thrust, he tossed me aside, sending me careening through the air towards the edge of the catwalk.

“Amber!” Fleur shouted, her horn glowing and wrapping my body in a thin field of her pink magic. I felt my fall slow, giving me enough time to reach out and grasp desperately to the side of the catwalk’s rails, my hooves dangling freely over the edge. I glanced down, my vision temporarily flaring golden whit by the massive, blinding, pulsating sphere below.

I fumbled, my hooves almost losing their grip on the rail as I tried to pull myself back onto the catwalk. I managed to put one hoof back onto the solid platform before Pureblood was once more on me, his saw blade’s spinning and slicing at my neck. I gave a loud eep, desperately craning my neck back to avoid having my head cut clean from my body.

The buzzing blades dug deep into my right forehoof, slicing a deep cut through the hide and flesh to reveal the white bone beneath. I screamed, blood pouring from the gaping wound and spilling down my leg, staining my fur a crimson red. My hoof slipped, my grip slick from the blood that poured across the metal rail, my right forehoof swinging free. The muscles in my left leg strained, my hoof wrapping tighter around the blood soaked bar.

Fleur rushed to help pull me back up, only for Pureblood to move between us, both his bladed arms now swinging at Fleur. Fleur stumbled back, a deep, jagged gash slashed across her face from where one of the saw blades managed to slice into her. Pink clouds oozed from the wound, slowly patching it back together.

I pulled with all I could against the bar, trying to get my bleeding forehoof above my head to help pull me back up. My actions prove fruitless, my grip slipping even more. I felt panic flaring up in my mind, my left fore hoof working overtime as I tried desperately to pull myself up just a little higher.

Pureblood lurched back as Fleur fired a shot at him, this shot only barely missing as he smashed her across the face with one of his metal claws, making the shot go wide. Fleur staggered back, more pink vapors spilling out of her body from the plethora of cuts inflicted by Purebloods deadly blades. She dove to the side, avoiding another attack as Pureblood dove at her. She landed hard against the catwalk, the impact sending tremors racing across the whole platform, making keeping my grip near impossible.

Fleur rolled back to her hooves, her revolver blaring and sending three powerful shots slamming into Purebloods body. One of the shots blasted into the screen making up his left eye, shattering the glass and sending jagged shards skidding across the catwalk.

Pureblood reeled back, his clawed appendages frantically banging the large screen to try and get it back on. “You ungrateful whelp!” Pureblood seethed, his one remaining eye blazing with anger. “After everything I did for you! You would dare attack me as you have!” a claw shot out from his body, knocking Fleur back to the ground again. “I’m the only reason you’re not still a mindless feral ghoul roaming the ruins of Canterlot! If not for me, you would have been slaughtered like a dog when the Enclave brought our once great city crashing to the ground. I gave your meaningless life meaning! I gave you hope and a chance at sharing in my utopia! Me! I did! ME!”

He lunged again, this time grabbing onto Fleur’s prone body and throwing her as hard as he could across the platform. Fleur screamed as she was sent sailing through the air. She hit the floor of the platform with a heavy thud, her body skidding across the rough surface until she came to a painful sounding stop against the rail beside me.

“I should have just let your mind rot!” Pureblood growled, his metallic body slowly floating back over to us. One of the saw blades retracted from his metal appendage, only to be replaced by a long, deadly looking magical energy rifle. He raised the rifle, taking aim at the both of us. “Neither of you have any place in my utopia!”

With my last burst of strength, my horn flared and sent Breabrun’s Liberator flashing forwards like a bullet. The large shotgun collided like a battering ram against Pureblood's only remaining eye, shattering that screen's glass as well.

Pureblood gave an animalistic howl of rage, the damaged screen flickering and blipping with blue light as it tried to retain any form of optic function. His deadly looking rifle fired wildly, blasting the walls and floor around us as he tried to blindly gun us down. One of the shots blasted against the railing, burning sparks bursting around my hoof. I gave a shout of pain and surprise and reeled back, my hoof losing its grip on the railing and the sudden, rushing feeling of freefall overtaking me.

My body jerked as Fleur's rotting hooves reached out and wrapped around me. I felt my skin burn at the touch, pink vapours seeping from her flesh as her hooves rubbed against mine. Fleur gave a loud grunt as she hauled me back up. I grit my teeth, trying not to scream as she pulled me roughly back onto the platform.

I took a deep breath, looking up from my spot on the ground and giving her a weak smile. “Thank-”

Fzzzzzat!

Fleur and I flinched back, a burning beam from Purebloods rifle blasting across the floor of the catwalk between us. I looked up, making out Pureblood slowly swirling back around to face us, the cracked screen of his right eye still a flickering mess as he glared at us with unparalleled hatred.

Stealing myself, I pulled myself up to my hooves and stared him down, my amber eyes locking with his lone, glitching one. Fleur stood up beside me, raising her revolver and once more levelling it with him, her face a stoic mask.

Pureblood growled. “You really are the most annoyingly persistent pony in the wasteland, aren’t you Amber?”

I gave him a smug grin, my magic retrieving Breaburn’s Liberator from the ground and bringing it back up to float beside me. “I’ve been told I have a nasty habit of ruining the days of assholes like you, yes.”

There was a loud beep from above us, drawing all of our attention up to the flashing timer looming over us. A second later, the crackling, pre-recorded voice of Twilight Sparkle rang out. “Launching Utopia Program in T-Minus 2 minutes.

The screen showing Pureblood’s mouth twisted into a smirk. “At last, our apotheosis is here,” he said chillingly, multiple saw ended metal limbs flicking out from his body and posing menacingly around him. “Now, I have a program to take control of...”

With a flurry of movement, Pureblood flung himself forwards. I leapt back, expecting the whirling blades to swing at my neck. Pureblood’s attack however, was not aimed at us. The saws dug deep into the metal catwalks supports, rending the metal to scrap. I staggered back, trying desperately to keep my balance as the whole catwalk shuddered before abruptly jerking downwards and dangling at an impossible steep angle.

Fleur let loose a scream of surprise, her hooves flailing as she tried to find purchase on the sloping floor as she was sent tumbling towards the glowing sphere below. I once more grasped onto the rail, biting my lip and wrapping my bleeding hoof around it before frantically reaching out and wrapping my free hoof around Fleurs.

“Hold on!” I shouted, my face strained as I tried to pull her higher up.

“Yeah, no shit!” Fleur grunted, her hind hooves kicking at the slanting catwalk floor to try and push her upwards.

There was a loud sound of metal slashing against metal as Purebloods blades dug deep into the catwalks remaining support. There was a loud ripping sound as the metal rivets suspending the platform tore away from the wall.

“Shit shit shit shit!” I wrapped my magic around Fleur and threw her upwards with all I had. She gave a loud eep of surprise as she was violently thrust upwards, before crashing into the stable section of the floor.

Fleur panted, achingly turning around and extending her hoof out to me. “Amber! Jump!”

I glanced down at the pit and blinding orb below me. I gulped, a cold sweat breaking out across my body. I clamped my eyes tight, my heart pounding in my chest and threatening to smash straight through my ribs. I took a deep breath, and leapt.

I stretched my hooves out, flailing desperately as I tried to find Fleur’s. Behind me, I could hear the sound of the catwalk breaking away and falling down into the pit below. After a second of the terrifying feeling of free fall, I felt Fleur's hoof wrap tightly against my own. All the air in my lungs exploded out of my mouth in a violent exhale as I roughly slammed against the edge of the catwalk, my hind legs waving freely above the blinding abyss as I struggled to pull myself the rest of the way onto the ledge.

Fleur bent over, her hooves still wrapped around mine as she helped to haul me up. “I’ve got you Amber! I’ve got you!” she looked down at me, trying to give me her best reassuring smile. I held her gaze for a moment, trying to give her my best smile in return.

Then Fleur's head was severed from her neck, a stream of blood bursting from the decapitated stump as one of Pureblood’s whirring blades slashed through her neck. I felt myself scream as her warm blood splattered across my face, Fleur’s grip on me going ridged before her hooves went limp entirely and she let go of me all together. Fleur’s body toppled over, falling first to the ground, then spiralling into the glowing void of light below.

I watched in horror, my body still only halfway onto the catwalk, as her body fell out of sigh, swallowed up by the brilliant, practically strobing lights of the Utopia Program. I looked back up, my eyes locking with the hollow, empty ones inset into Fleur’s decapitated head.

“There is no room for traitors in my utopia,” Pureblood cooed simply, floating back over and picking up Fleur’s head with one of his vile claws. He rolled the head around in his claw for a second before squeezing tight and crushing the skull, a small burst of gore and brain matter splattering across his flickering, cracked eye. He carelessly tossed the head away, letting it fall into the glowing lights of utopia to be reunited with its body. “Goodbye, Fleur de Lis. You served me well.”

“Nooo!” I bellowed, pure rage pouring through me as I scrambled the rest of the way onto the platform and charged at Pureblood, my shotgun raised. Pureblood glanced over at me for only a second, one of his claws flashing out and slamming me against the side of the head. I was sent sailing sideways through the air until I collided roughly with the cold wall. I slumped to the floor, pain racing through my whole body. I could feel blood dripping down my face and into my eye.

Weakly, I tried to raise Breaburn’s Liberator, by Pureblood simply ripped it from my grasp with his claws, holding it before him as if appraising it. “This is a nice weapon. Brutish, but nice,” His claws twisted and with a tremendous amount of force, he snapped my shotgun in two. He tossed the broken pieces of my weapon down at my hooves, letting them clatter across the creaking floor.

"T-minus one minute till launch. Beginning mind transfer for -Pureblood-"

I glanced up from my ruined weapon to the flashing red timer. I was almost out of time. Jinx had been right, there was no stopping the Utopia program. At least… Not while alive.

I pulled myself back to my hooves, the ringing in my head threatening to topple me over as I tried to stand strong before the hovering brain bot.

“Oh please Amber, just stay down,” Pureblood scoffed, the blood soaked saw he had sliced Fleur’s head off with raising and aiming at me, its jagged blade buzzing. “Just lay down and die with what little dignity you have left.”

"T-minus fifty-five seconds till launch."

Without saying a word, I reached into my saddlebag and pulled out the balefire bomb. I looked it over before slowly holding it up between us.

For the first time, I saw genuine horror flicker across Purebloods face. “Wait… How did you get- What are you doing?”

I just looked up at him, too tired to give him a smug smile or snide remark. “I’m going to blow this place up. Boom. No more Institute, no more Pureblood, no more Utopia Program.”

Pureblood stared at me, his glitching eye wide with horror. “Y-you wouldn’t! You don’t have the balls! You’d just be killing yourself too!”

“You want to try that theory?” I grunted, slowly letting my magic wrap around the pulsating balefire bomb. The moment my magic made contact with it, I could feel its energy racing up and through my aura, filling my horn. It felt cold, as if my magic was wrapping around the withered form of a long dead corpse. “I can’t let you activate the Utopia Program. If this is what it takes to save Equestria, then so be it.”

"T-minus fifty seconds till launch."

The terror on Purebloods face melted away as he looked at me. Slowly, he floated a little closer, his cracked lips giving me the smugest of smiles. “And you call me a monster, Amber Aura. Do you have any idea how many ponies setting off that bomb would kill?”

I hesitated. “A lot, probably. But some ponies would make it out. As soon as I entered the Institutes maneframe, my forces started pulling back. We’re getting as many ponies out of here as we can with your personal teleporter.”

"T-minus forty-five seconds till launch."

There was a moment of silence as Pureblood stared at me. Finally, after a painstakingly long moment, he laughed. “With that teleporter? Even if you could get more than one use out of it, I had it sabotaged the moment I heard you had returned to Manehattan. Did you think I would just leave a functional teleporter in the heart of the Institute? Knowing full well that you knew of its existence? It’s rigged to explode the moment somepony tries to use it,” I took a step back at his words, my breath catching in my throat. “You set that bomb off, and you kill every single pony, changeling, synth and hellhound that you dragged into this fight.”

I could feel my hoof trembling as I held the balefire bomb out in front of me as if it were a shield. “I-It doesn’t matter… You need to be stopped. I’ll just be taking the Las Pegasus raiders out with me.”

“And your friends,” Pureblood cooed. “Including that vile stripe you call a lover and that green buck you call a brother.”

"T-minus forty seconds till launch."

“Th-they’d understand,” I stuttered, backing up further. I backed up against the wall, suddenly feeling very tiny before the looming brain bot, like a rat captured in a wire cage being circled by cats. I tried to mentally block out his words and focus only on the glowing balefire bomb in my hooves, but I could feel my resolve rapidly wavering.

“I’m sure they would understand,” Pureblood agreed, his blood soaked, metal chassis bobbing up and down in the air in front of me. “But would they understand you destroying the whole of Manehattan, I wonder?”

I froze. “W-what does that mean?”

"T-minus thirty-five seconds till launch."

Pureblood’s grin widened. “You do know where the Institute is located? Yes?”

I could feel a new wave of tremors start racing through my body as I began to understand what Pureblood was saying. “It's... It's directly under Tenpony Tower…”

“Exactly…” Pureblood’s nasally voice oozed. “A balefire detonation, right here, in the centre of the Institute, would cause the entire Institute to collapse in on itself. Bringing Tenpony tower down with it. The ponies who managed to miraculously survive the collapse would not survive the coinciding balefire,” He turned from me, looking down at the glowing light of the Utopia Program. “But I doubt it would stop there. The resulting explosion would likely travel out through the whole of the Institute, causing quakes and likely weakening the base of the city, sinking the whole Island of Manehattan into the Celestial sea.”

"T-minus thirty seconds till launch."

“N-no… That wouldn’t… I…” I stared at the balefire bomb in my hooves, the glowing orb suddenly giving me an overwhelming sense of unease.

“Then assuming it doesn't sink the island,” Pureblood sighed, his gaze still turned away from me. “If by some miracle the city still exists as anything more than a crater, the ambient radiation from the impending fallout would flood through the Manehattan sewer and metro systems, before creeping up into the city. Any survivors would be instantly ghoulified, or worse…” Finally, he turned back to face me. “Do you really, truly, value stopping me over the lives of every pony that fights for you in your foolish war against me here in the Institute and the lives of every pony that lives in the city above?”

“I… I…” I stared back and forth between Pureblood and the glowing balefire bomb. Could I? Could I really kill thousands, if not millions of ponies and zebras, just like that. How many ponies would have their lives suddenly blink out in a flash of green flame? How many would have to suffer for hours, if not weeks until the third degree burns and lethal doses of radiation finally finished them off? How many would suffer for longer still, unable to achieve the mercy of death and cursed to walk the face of Equestrian eternally as a feral, mindless corpse?

"T-minus twenty-five seconds till launch."

Pureblood smiled at me, his crackled lips pulling back to show his rotting, chipped teeth. “Checkmate, Amber Aura. The lives of every pony in Manehattan? Or the destruction of Utopia? What’s it going to be?”

I looked down at the glowing ball of light far below us. If I let Pureblood win, I’d be dooming the lives of every pony in Equestria to eternal servitude under Purebloods, fascist, tyrannical rule. I had worked so hard and lost so much to stop that from ever happening. I couldn’t let that happen. Not now, and not ever. No matter the cost…

With a deep breath, I focused my magic again, channeling it into the balefire bomb. I felt the chilling, death like grip of the bomb start flowing through me once again. A shudder ran down my spine as I felt the spell start to charge up. Magic the likes of which I had never felt began coursing through me, and my horn seemed to tingle and spark with more and more power with each and every second.

Pureblood’s eye went wide as he saw my magic once more begin channeling into the bomb. “What are you doing! No! NO!” He lurched forwards, each and every one of his clawed appendages flashing out to knock the balefire bomb from my hooves. A layer of over glow wrapped around my horn as I quickly created a magical barrier between me and the brain bot. Pureblood's strikes bounced harmlessly off my shield, forcing him to stagger back in the air. "Stop! But your friends! The ponies of Manehattan!"

"T-minus twenty seconds till launch."

I felt my last bit of magic pour into the balefire bomb, making it glow almost as bright as the massive sphere below us. And then the spell was done, and all I had to do was activate it. It seemed so easy all of a sudden. All I had to do was cast that last little bit of magic and it would all be over.

It was almost surreal, really, how such a powerful and devastating spell was so easy to cast. At that moment, a foal could have activated the balefire bomb by accident.

I stood there, staring at the glowing balefire bomb. This was it, the end of my long journey. The cost had been higher than I had ever expected, but I suppose that at the very least, my story will end in victory. No matter how bittersweet that victory was.

“Well?” Pureblood’s voice purred. I looked up to see him staring at me though the smooth surface of my magical, amber shield. He looked defeated, his lone, broken eye distant and resigned. “What are you waiting for? You've won...”

"T-minus fifteen seconds till launch."

I kept his gaze for a long moment before returning my sights to the balefire bomb. I took a deep breath and held…

And held…

And held...

“I can’t do it,” I finally breathed, the light of my horn slowly dying down. As the glow of my horn faded away, so too did the glow of the balefire bomb. “I just… I can’t do it…” Damn my morality. It truly was the cruelest virtue.

Pureblood gave me an almost sweet looking smile. “I know.”

One of his claws lashed out, knocking the balefire bomb from my grasp and sending it rolling across the broken catwalk. I gasped, staggering back, only for another claw to lurch out and snap tightly around my neck.

I gagged, my forehooves pounding against the metal appendage, trying to break free from the mechanical grip. Pureblood spun, slamming me down hard against the grated catwalk floor. The whole catwalk shook as I was rammed against it. I heard a loud snap, followed by a sharp pain shooting up my hoof as I landed heavily on my hind leg, snapping it at the join.

Brain transfer complete. Starting Utopia Program,” Twilights monotone voice echoed out. “T-minus ten seconds till launch.

Pureblood looked up at the terminal, his smile the widest I had ever seen it. “At last, after over two hundred years, the time has finally come,” He looked down at me, his eye filled with uncharacteristic glee. “Goodbye, Amber Aura,” The flickering, cracked screens on Pureblood's body went dead and his metal chassis crashed to the floor unceremoniously as his mind was fully uploaded into the Utopia Program.

T-minus nine seconds till launch.

I looked around frantically, looking for something, anything that could help me. There was nothing. It was over. Mere seconds till the end of the world and there was nothing I could do about it.

T-minus eight seconds till launch.

I pulled myself up, limping on my broken hoof as I strode forwards, standing at the precipice of the broken catwalk, my amber eyes were flooded with golden light as I stared down at the glowing orb below. It was beginning to strobe faster and faster, each pulse of light seeming to increase the room's temperature exponentially. The air was so hot now, it was getting hard to breath.

T-minus seven seconds till launch.

Funny. It felt like I had been in this exact position before. Ironically, even the voice of the pony counting down the seconds to my death was the same. Unlike in the dark cistern far below the Hollow Shades however, I was helpless to do anything but watch.

T-minus six seconds till launch.

I took a long, deep breath as the smallest of ideas formed in my head. I took a step away from the edge, wincing as I applied pressure to my snapped hoof and closing my eyes, letting myself enjoy a quick moment of darkness. For a single second of time, I felt peaceful.

T-minus five seconds till launch.

Then my eyes shot open and the peaceful darkness was dashed apart by blinding golden light. I pushed off with my hind legs, ignoring the pain that surged through them, and ran forwards, my hooves pounding hard against the catwalk as I pushed myself closer and closer to the jagged fringe. Then, with a mighty leap, I threw myself over the edge.

T-Minus four seconds till launch.

And then I was falling. Down down down into the glowing light below. The air around me seemed to burn at the touch as I grew closer and closer to the pulsating light.

T-Minus three seconds till launch.

The light grew until it obscured my full vision. I could feel bits of my hide burning away as the searing heat became unbearable. My mouth twisted into a silent scream as agony raced up my battered and broken body. Flames seemed to lick at my sides, my insides boiling just as much as my outsides.

T-Minus two seconds till launch.

The flesh and hide on my body finally, fully, caught aflame, searing the tattered remains of my skin from my charring bones. I could feel my flesh peeling away from my face, leaving little more than a blackened, screaming, skull.

T-Minus one seconds till launch.

What little remained of what I once was plunged head first into the glowing orb, and my fading vision exploded with light.

An image flashed before my sizzling, melting eyes. The dark visage of the mare on the moon, once more surrounded by the Stable-Tec logo. My gaze met that off mare on the moons, and to my surprise, the mare on the moon turned and looked back at me. But their face was wrong, twisted and vile, their muzzle filled with rows of jagged, curving fangs and their horn was distorted and warped.

The shadowy ponies piercing eyes flashed a pale white and an inky blackness oozed out of them, overpowering the blinding light and swallowing me in shadow. I felt myself sink into that darkness, my consciousness fizzling away into oblivion.

"Welcome, my little pony, to my prison and my salvation..."

All preparations completed. Launching Utopia Program-

Footnote: Maximum level reached


Author's Note

Sorry for the Long wait between chapters yet again. University is back in session and finding time to write 20k+ word chapters is incredibly difficult. Also, fight scenes with multiple characters like the ones found in this chapter takes forever to write.

Hope you enjoyed the chapter, and have a great day. :twilightsmile:

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