September 30th, 3:36 am, apartment room 8H

Thorax woke up and glanced away from the door, and down at the resting mare wrapped around him. She had been in a deep sleep for several hours now.

Her chest rose and fell slowly, breathing comfortably and Thorax looked back up to the door.

"I'd better contact Nighthawk now.. and let Umbrella and the queen know that I'm fine." Thorax thought to himself.

Very carefully, Thorax slowly reached down, gently grabbed Twilight's hooves and began removing them from around his chest.

Twilight didn't stir or wake, but maintained her quiet and cute breathing.

"I doubt she'll be waking up for awhile." Thorax thought.

Thorax carefully slid away from her, holding her shoulders and laying her down on the floor gently. He stood up, stretched and crossed the living room, away from her. Once he had reached the other side, he activated the comm unit in his helmet.

Unknown to him, Twilight opened her eyes halfway firefly, the cold having to reach her again and waking her up, and she shivered uncomfortably.

"Where did he go?"

She moved her eyes across the room and through a tired haze, she watched him standing and talking.

"Who the heck is he speaking with?" Twilight wondered in tired confusion.

She closed her eyes again, feigning sleep, and listened carefully, making out most of the word.

"This is Agent Thorax, come in. Do you read me Nighthawk?" He asked calmly.

There were a few seconds of noisy static over the comm channel, and a familiar voice suddenly spoke back.

"This is Nighthawk, what is your current status Thorax?" The stallion asked.

Thorax glanced back over to the apparently sleeping mare, then back to the front.

"Inform Umbrella and the queen that I'm alright. I have encountered a survivor as well as a Nemesis type tyrant who is following us. I will get them a full report when this is over." He replied.

"What the!?"

Twilight's eyes bulged open in shock, she was completely awake now. She sat up and slowly activated her horn, careful not to make any noise.

"He... he's with Umbrella? Then that means he's a changeling. Oh sweet Celestia. I should have known who he was.. I'm so stupid." Twilight thought with a bit of fear in her mind.

"Copy that Thorax. A Nemesis? Interesting. And what of the sample buddy?" Nighthawk asked.

Thorax reached into the back of his belt and removed a small white cylinder shaped object, holding it in front of him.

"The sample is still intact with me and will be delivered to Umbrella and the queen. Soon enough. I'm going to need some information on a possible extraction route I have planned out." Thorax informed him.

"Roger, tell me what you had in mind, Thorax." The stallion's voice replied.

"I need information on Manehatten's virus research laboratory past the sewer that I have just escaped from." He informed him

"Ah yes, the mission place, what did you want to know about it Thorax?" Nighthawk asked.

"It seems likely that there would be a train which heads to the everfree forest, near the hive and ponyville." Thorax stated. "If that's the case, are there any trains."

There was a long pause.

"Wait one moment, I'm tapping into our satellite grid and focusing onto the facility." Nighthawk replied.

There were another few moments of silence, and then Nighthawk returned to the comm and replied.

"According to a recent satellite image scan, there is currently a train in basement 3. It seems the staffs at the facility were unable to reach it."

Thorax then smiled to himself satisfied from hearing that.

"In that case, I've found my extraction route. I'll move across the city and get to that last train." Thorax informed him.

"Affirmitive Thorax, pick up the pace, yoh don't have a huge window of time." Nighthawk. "Mission code XX will commence just before midnight on October 1st. Right before the second."

"Okay. Also let Umbrella and the queen know that the G-Virus sample is still in my possession. I should be able to make it across the city and into the sewers with a few hours to spare before mission code XX is launched."

"Will do good luck out there Mr Death."

"I don't need any luck, you know that. The death cannot die, see ya back in the hive buddy." With that Thorax turned off his comm unit.

Before he could turn around, there was the familiar sound of a horn activating and glowing.

Thorax didn't react in the slightest to the noise, he merely remained still.

"Twilight.. damn it. I should have left the apartment before contacting Nighthawk. Stupid mistake."

Thorax then turned around slowly and stared at the young mare.

Twilight Sparkle had struggled to her hooves, and now stood with her brightly glowing horn at Thorax. A look of horror now etched up upon her face.

"You're...you're with the Umbrella corporation Thorax!" Twilight gasped out. "Don't even try to deny it! I heard everything!"

Thorax didn't even tried to activated his horn or reach for the combat knife in one of his pocket, instead he merely stared at her with his hooves at his side, one which held the container.

"So that means your a changeling." Twilight said angrily with hatered in her voice.

Thorax then reached his has mask with his hooves and took it off revealing his dark face, sharp white teeth, dark horn and bright blue eyes.

"Yes." He replied calmly.

The two of them stared at each other for a moment.

"Well this certainly changes things a bit more interesting. I'll give her a little information."

"You... I.." She said slowly and terrified.

"I'm one of their top Agent." He informed her clearly. "I'm with their special force branch, not much more I can say about that though."

"Umbrella is evil and you're working with them!" Twilight shouted.

"Well I am a changeling from the hive. And also I'm a soldier. I complete my missions. Calm yourself Twilight."

"You... you were going to deliver a new virus, a... sample to them?" Twilight asked in horror.

"There's no 'were going to deliver' about it Twilight. I'm still delivering the G-Virus." Thorax repkied coldly.

Twilight then shook her head quickly.

"Oh no you aren't, not anymore. You changelings don't need another horrible bioweapon to unleash on us! Give it to me right now!" Twilight yelled extending her hoof to the G-Virus in his left hoof.

"No." Thorax replied calmly.

Twilight eyes bulged wide.

"What did you say? You.. you give it to me right now!" She demanded threateningly, her horn glowing brighter.

"No." Thorax repeated with that unchanging calmness, putting away the white sample container in the back of his belt.

Thorax started pacing fearlessly and slowly away from the side of the room he stood, and towards the spot Twilight was currently standing, completely ignoring her brightly glowing horn.

"Do you think that this is the first time I've ever had a glowing horn shoved in my face Twilight?" Thorax asked "Do you honestly think that it worries me even in the slightest?"

"Is he crazy?" Twilight screamed to herself in her mind confusedly "I'm about to fire one of my most powerful magic at him."

"Stop! Don't come near me!"Twilight warned him "I'll shoot you if you take one more step!"

Thorax calmly came to a stop directly in the centre of the living room.

"I'm not giving you the virus sample Twilight, it's going to be delivered to my queen." He told her in a cold tone.

"I...I'll shoot you if you don't!" Twilight told him, her horn glowing brighter.

Thorax then stood still calmly in front of her.

"Will you? Then go ahead Twilight. Fire one of your most powerful magic." Thorax demanded pointing at his face with his blood stained left hoof "Shoot me right here, murder the stallion who has saved your life."

Tears started to form in Twilight's eyes, when Thorax noticed them, he continued on, pressuring it again.

"Well? You ponies are against us changelings and Umbrella aren't you? I am a changeling, and I'm working for Umbrella, that makes me the evil villain, right?" Thorax asked quietly.

"You...you changelings...did... so many horrible things to us. All of you created bioweapons to kill us, and all of you even killed many of us, why?" Twilight asked sobbing.

"Because it's my job to do so." Thorax replied evenly "And I didn't even made those things you and your friends encountered. I'm an Agent and a medic, I'm not a virus researcher." He finished.

"You helped them do it!" Twilight shouted back. "Where did you get the new virus? What was your mission?"

"I guess I can tell you." He said with a small smile "My mission has changed drastically for me now anyways, there's no harm in giving a little information. Me and my team were sent to recover it from doctor Chaos."

"Chaos? I've never heard of him. He is a scientist that researches on your viruses, I assume?" Twilight asked looking confused.

"Yes, your correct." He told her "He was given an order from his boss to get rid of the virus and he immediately did that order. Our queen didn't like that when she heard about that. So me and my team were sent to recover it and bring it back to Umbrella."

"Your... your team?" Twilight asked hesitantly.

"Yes." Said Thorax as he nodded "I'm the leader and the only survivor. We infiltrated the sewers of Manehatten City and proceeded on to his lab. An over eager young agent who was with me when I found him shot him in the hoof with his bow gun nearly damaging the samples. We took the T and G Virus samples in his lab, and left the doctor. But unknown to us, Choas still had a virus sample on him and he injected himself with it."

Twilight look disgusted, horrified "He injected with that virus?" She asked.

"Yes. And he came back to life as a twisted monster " Thorax told her casually "It hunted down the rest of my team, killing them and destroying the samples. I had one sample on me, and I spent eight days in that sewers fighting with the T-Virus creatures and evading Chaos. Our magic and weapons were ineffective on him. It would take a lot to kill him, maybe like a dynamite arrow we created, or other things that explodes if the Virus in him mutates any further."

"Destroyed the samples? You're responsible for the city's virus spread?" Twilight asked accusingly.

Thorax shook his head from hearing that.

"No." He replied "Yes it may have caused some spread, but the city infection was brought in by the rats from around Canterlot or ponyville, as I'm sure you're already considered."

"You used the sewers to get to the police station?" Twilight asked.

"Yes, I fought my way through the basement and made it through the precinct and to the roof. Unfortunetly, my extraction plan was scrambled at the last minute by a pony I know in ponyville." Thorax chuckled embrassingly "However, we now have an alternate extraction. There is a train at the Umbrella facility where I had my mission in, it leads to the everfree forest near ponyville and the hive. We may utilize it to escape the city."

Twilight then remembered the strange codename Thorax used earlier.

"What is... mission code xx" Twilight asked "I remember you mentioning it yo that stallion on the radio back in the precinct, and again to this 'Nighthawk', on your comm.. something about three days?"

Thorax then stared at her and sighed deeply.

"Just before October 2nd, 50 dynamite arrows will strike the centre of Manehatten city, eradicating all yraces of the T-Virus and keeping it from spreading any further." Thorax replied.

Twilight's mouth and eyes opened wide in horror.

"But what about any survivors?" She asked "They need to get out of the city before the explosion!"

Thorax shrugged.

"Expendible losses Twilight. They have a bit of time to get out anyways. If they can't, it's their problem. Most of the city's dead anyways." Thorax replied coldly. "One hundred dead is acceptable."

"That's completely horrible! The ponies might be waiting for rescue Thorax!" Twilight shouted angrily "It's barbaric! We should be trying to save everyponies life, not sacrificing them!"

Thorax then studied her indignant expression, examining the emotions her face held and chose his words.

"It's us, or them Twilight. I do whatever it takes to complete my objectives. I make no apologies, well sometimes, but not most of the time."

Twilight tried to reply back, but was interrupted when Thorax held up his left hoof.

"That's all I'm gonna say Twilight. Now, what happens next is for you to decide. Look inside yourself. Do you truly wish to shoot me? If so, go ahead, I won't stop you."

Twilight began to shake as she stared into his bright blue eyes, but remained aiming her brightly glowing horn at him.

"You-"

"I could have killed you when I saw you barricading that door back in that department." Thorax replied calmly, taking more steps towards her closing in. "I could have left you to suffocate in that burning building, or get killed by that Nemesis."

"I...but-"

Thorax was now standing directly in front of her, staring fearlessly at her.

"I know exactly what they did to you, your friends, your brother, your sister in law Cadence, and your niece Flurry Twilight. However, I'm not one of you or your subject, so it's not my problem to deal with. I'm with the special forces in the hive, In Umbrella actually. It's really as simple as that."

Twilight couldn't find any words, she struggled to say something, but she couldn't.

"He... He saved me.. I.."

"Are you going to shoot me? Do you really have it in yourself to be the enemies you hate so much?" Thorax asked again.

He stood calmly and waited for Twilight's decision on whether to kill him or not.

Twilight then made up her decision and shook her head slowly.

"No...no I won't kill you.. you're a soldier doing your job, not the leader of the corporation or the queen... I'm not a murderer like they are." Said Twilight as she deactivated her horn.

"No, of course your not." Thorax agreed nodding "You have more integrity than my employers and team."

Thorax then wiped away a single tear on her right cheek and nuzzled her which made her blush.

"Just.. try to understand who your queen is. Consider that" She pleaded "They put their virus' s and bio research before pony lives."

"I fully know who my queen is." He told her "Now come on, let's go back to sleep."

"I doubt I'll be getting any sleep." She said as she lied down on the floor next to Thorax, and he also lied down next to and facing her

"Don't worry I won't fire my magic in your head."

"Okay." Twilight sighed as she hugged his body armour and drifted back to sleep.

After Thorax had established that conversation he went to sleep as well.

Author's Note

Just two or three more chapters and the story will be completed.

I hope all of you enjoyed this chapter.