September 29th Manehatten police department first floor

The atmosphere between them as they walked was tense. It didn't have anything to do with the fact there were zombie's and bioweapons all over the infested city.

Surprisingly the narrow hall they walked down was empty and quiet apart from Thoraxes boots treading on the hardwood floor.

Thorax then decided to probe more knowledge.

“I should learn some more about her, information can usually come in handy” he thought.

"How did you make it through the horde at the front of the department princess Sparkle?" Thorax asked Twilight casually as they walked down the dark and empty hallway.

Thorax activated a small flashlight on the left side of his mask lighting up their path clearly "They were grouped up together down there pretty well. There must have been a few B.O.W.'s in the streets too from what I saw" He finished.

Twilight glanced over at him briefly and said "They were scattered throughout the street by the time I got there not in a large group. I had to run through them all to get to the department, they swarmed together after I got through them"

"But surely the B.O.W.'s would have given you a harder time though right ?" Thorax commented.

“Should I tell him about the Nemesis ?” Twilight wondered to herself “I guess I may as well.. just in case it comes back”

Twilight cleared her throat as they rounded a corner and said"Well you see.. I met up with an acquaintance of my brother's down there named Rocky a stallion pegasus in his team. He warned me from across the street about something from the tyrant series a 'Nemesis'" She continued.

Thorax said nothing but listened intently.

“A Nemesis ? I wasn't aware that Umbrella's changeling scientist had completed them yet” Thorax thought to himself“I saw one of their trench-coated Mr X's on my way up here not sure where the thing went must be wandering in the sewers”

"Well... then he.. well.. this giant creature in a black outfit, it's face was so deformed... It jumped down off a building and landed in front of Rocky" Twilight said sadly.

"It picked him up off the ground, raised it's other hoof and a tentacle extended from it and the creature jammed it through him. The other zombie's were approaching and I had to turn away and fight. When I looked back it dropped him, pointed at me and said something"

Twilight stopped talking and shook her head.

Thorax looked sideways as he walked beside her into her soft purple eye's carefully observing the silent details they betrayed.

“She's tough enough to get through the other creature's... but she's still slightly afraid of that Nemesis. It's too obvious no matter how well she tries to hide it” Thorax thought.

"What did it say to you princess Sparkle?" He asked.

They stopped in front of a cold metal door marked with bold white lettering on it. It read: M.P.D(Manehatten Police Department) Armory, Proper Authorization Is Required For Entrance.

Twilight lowered her horn and turned to face Thorax. She stared firmly into his gas mask's red tinted eye pieces.

"It said 'Princess'" Twilight replied"That thing pointed at me and said 'Princess' this.. Nemesis.. is hunting my teacher Celestia, Luna, Cadence, me and my friends and I know who sent it. Umbrella. The queen and the changeling agents wants us all dead for interfering with some of their missions , sick plans and stealing some of their technologies. They want us silenced"

Thorax was quiet for a moment.

“Who in Umbrella ordered that mission? The Nemesis was still an experimental phase last time I checked. They must have sped up production.. Desperation?”

Then Thorax looked at her and said"That doesn't matter to me. It's not my mission to save anypony from tyrants , B.O.W.'s or corporations. I've read reports about the bioweapons attacking ponyville, Fillydelphia and Canterlot. Even some about the ponies involved. Rocky was a coward by all accounts. Even earned himself the nickname 'Chicken heart' from what I've heard" Thorax replied to her coldly.

Twilight glared at him and said"You're pretty well informed on everything big guy. He may have been called 'Chicken heart' ... but at least, unlike you he had a heart" Twilight replied scathingly. "You're willing to put innocent lives below your 'mission'. What is that mission even ? It certainly isn't to help anypony"

Thorax smirked to himself.

“There's some fire in her” said Thorax in his mind.

"My mission is my own business. There are no innocents princess Sparkle. Survival is everyponies own responsibility, not relying on others for everything. I make no apologies. Besides Rocky left you and your brother Shining to die when fighting those B.O.W.'s one time in Canterlot. I'm surprised you weren't the one to kill him for that" Thorax said coldly.

Twilight jabbed the front of Thorax's chest armour.

"Rocky couldn't handle what he saw there... he just, he wasn't prepared for that. Then again.. I don't see how anypony can 'prepare' for something like this" She told him. "Who could possibly train to fight those monsters, zombie's and tyrants that by all accounts even exist?"

Thorax smiled to himself again.

“Well, me, for one, princess Sparkle. Wonder how much this comment will throw her off?” Thorax thought in his mind.

"Only the best can survive in this contamination princess Sparkle. That's why you're still alive, situations like this are the ultimate test of a ponies ability to adapt just like the incident in most of the places in Equestria. Don't get stupid now and screw that up" Thorax remarked calmly.

Twilight stopped, eyes widening.

“What the heck did that cold blooded jerk just wrap a compliment to me in an insult ?” Twilight thought angrily in her mind.

Before Twilight could formulate a reply, Thorax motioned to the armory before them"Enough of your droning princess Sparkle. We don't have time for this here. Let's see what's left in the armory" said Thorax resuming his usual cold tone.

Twilight looked at him a moment longer confusion etched on her thin face, then nodded grudgingly"Yeah let's go" She replied.

Thorax reached his left gloved hoof and grasped the metal door handle. He opened it and it squeaked a little.

"Be ready it's not locked" Thorax warned.

Twilight raised and activated her horn and she leveled it at the door"On three ?" She asked.

Thorax nodded his glowing horn focused on the door"Okay. One.... Two.... Three!" Twilight told him.

Thorax drew back a boot and kicked the door open fully and the door crashed against the wall and they stepped inside.

Thorax carefully scanned the dark room with his flashlight, there were a bunch of lockers behind a cluttered desk most of them were swung open and completely empty. Several rotting bodies laid on the ground. Six zombie's leaned over the bodies, feeding.

They looked up at the two figures standing in the doorway and stood slowly, the zombies outstretched their hooves and began moaning and they walked towards Thorax and Twilight.

Thorax leveled the flashlight on the head of the first two and fired a single magic shot into each.

Blood and bits of gray matter splattered all over the locker behind it. A burst of noise followed by a piece of brass falling on the ground sounded through the enclosed room, Twilight aimed her horn at the trio closet to her and fired 6 shots into a pairs heads, and three into the other one.

The sixth zombie neared Thorax slowly, reaching out for him and moaning hungrily.

Thorax stepped forward, seized it by the throat in a powerful grip, then placed his right boot behind the creatures hoof. He pushed it backwards by the throat and the zombie tripped back to the ground.

It struggled to rise as Thorax walked over and stepped onto it's neck, pinning it down. It tried grabbing at Thorax's hoof. He calmly aimed his glowing horn again and shot once more into it's head, blood splattering out of the hole in it's head.

It's body twitched as Thorax lifted his hoof back off it's neck.

Suddenly Twilight raised one hoof to cover her nose so that she doesn't throw up from the smell"Oh sweet Celestia... that stench.. rotting flesh. It makes me wish that I had a gas mask on, like you" She muttered.

Thorax shook his head as the light on his mask passed over the uniformed bodies"I don't have a spare one on me, and I'm not sharing this one" He replied in an uncaring muffled voice.

"I wouldn't want to share that thing with you Thorax" Twilight shot back. "So don't worry about it" .

Thorax looked to the right of the door they just opened, scanning the wall. Finally, he found a light switch and he flicked it and the lights in the room were on.

"They must have thought hiding in the dark from these creatures would work. Foolish" He commented icily. "The T-Virus spread's rapidly"

The bodies that the zombies had been feasting on were those of police officers, each laying under a thick puddle of their own blood, bite wounds were all over their bodies. From the look of the 9MM casings all over the floor, this site had been a last stand.

Thorax turned off his flashlight and motioned her across the room to the lockers, a single heavy metal lock was attached to four unopened lockers.

"Shoot them off princess Sparkle" He ordered "See what's in there" .

Twilight raised and activated her horn, then she aimed at the first lock and fired and broke the locker, the blast echoed through the room and sparks flew as the lock shattered and dropped to the ground, Twilight did the same to the three other lockers.

Thorax swung open the first locker revealing several combat knives with sheaths.

Twilight examined the three other lockers and one of them also had a combat knife with a sheath, that she reached out for and slipped it into her belt.

"We take what we can carry. There is no sense in taking too much, as we need to remain mobile" Thorax told her as he grabbed a combat knife from the locker and tucked it into one of his pockets.

Twilight then opened the other lockers and it had some throwing knives "These will come in handy" said Twilight as she grabbed the knives.

Thorax walked up to her with a box, he put the box on the ground near her and said "Here are some sheaths for your throwing knives"

"Thank you" said Twilight as she grabbed the sheaths and tucked the throwing knives into them then she tucked her sheathed throwing knives into her belt.

Twilight looked at Thorax and said "Do you need anything else ?"

Thorax shook his head and said "This is all I need for myself right now. If there's anything you can't carry on you, I have some more space on my belt" He replied calmly"I've carried much more than this on me before have you ?" He asked.

"What ? Are you saying that I'm weak ?" Twilight asked glaring at him.

"Not really so got anything in mind on how to get out of this station ?"

There was a silence for a few seconds, then Twilight spoke up again.

"Okay so here's the plan I was thinking. We can climb over to a neighboring apartment from the roof of the precinct by using one of the metal scaffolds on it" She explained"Some of the apartments around the city were getting more work done to them, you see. They weren't yet completed when the T-Virus hit. We can head to the roof of that building and do the same with the apartment next to it. Luckily, they're all fairly close together. Once we get to the second building away from the department, we can probably head down to the streets, and start moving faster. There likely isn't a swarm of monsters around that building, just scattered ones"

Thorax nodded to her.

“Clever idea” He acknowledged silently.

"It'll probably take awhile to get to the third building . However, it would be safer then taking the streets around the department. But I'm betting the apartments aren't as cleared as most of the precinct is" Thorax replied"Let's get going. We have three floors to climb"

Thorax took point and walked out of the armory with Twilight following closely.

Author's Note

This one of my longest chapters yet hope you all will enjoy it.