Nightshade: Into The Fire

by JustPonyboy

Rating: mature
Tags: Anthro, Doctor Who, My Little Pony: Friendship is Magic, Death, Alternate Universe, Princess Luna, Original Character, Profanity, Adventure, Violence, Princess Celestia
Length: 8625

Nightshade is back, Discord's switch works!

Nightshade is back, Discord's switch works! But he's not sure what's changed, but there's unease in the air. Everything is so familiar but so foreign, can he seamlessly fit back into his old life or does the universe have other plans?

Published 2021-01-12 22:50:01 UTC
Last updated 2021-01-12 22:50:01 UTC

Chapter 1

A grey metal pony in all white cleared his throat as he entered the room, "Sir the Prince has done that for years now, even attending formal meetings with Celestia in lavish dresses and gowns. I would say he looks quite nice. Plus, you'd be surprised by how many potential suitors he has. Male and female."

"I'm sorry what?"

Nightshade blinked and rubbed his eyes, Had I just...

"We're discussing Ace's recent choice of attire. I see it as a sign of maturity. Could you imagine Celestia walking into an official meeting in a hoodie and jeans?"

That gained a smirk from Nightshade but his mind was partially occupied. He was nigh passed out on the floor of Pandora all alone, he swallowed hard. Now I'm here... Discord really wasn't lying. Nightshade hid his panic and kept talking as if nothing was amiss.

"So glad of you to join me Computer. Also, suitors? Isn't Celestia a huge deterrent? With her death glare and the 'send you to the moon' thing?"

The metal pony bowed if anything he maintained the same mannerisms as a butler.

"Of course, but Ace won't let her do that... Probably. They'd have to be pretty dedicated after all, Ace may be an adult in age but they're a bit short in the mental area."

"You're right, Ace probably has good standards what with basically having the 6, specifically Rarity, giving him the ins and outs of manners and being proper."

Once Pandora finally landed, both Nightshade and Computer stepped out into the morning rays of sunlight directly in the Valentine Manor's front lawn.

"Home sweet."

The place looked new, fresh paint, no broken windows. I guess in this reality we never had to abandon the place.

Nightshade was about to chime in until he heard a distant roaring engine, "What the hell is that?"

He looked down the dirt road as dust billowed and the sound grew louder.

"Oh, that must be Stri-"

A zebra-patterned motorcycle darted past the two, power sliding to a halt destroying a part of the lush front lawn. When the dust cleared two figures sat on the motorcycle. The one on the front hopped off shaking out her blonde mane as she walked towards Nightshade, even in their new form he recognized her. For a guard her age she had a nice figure. Her name never left his lips as she closed the distance with a chuckle.

"Nightshade," She smiled wide, "Sorry about the lawn. Thanks for the ride though, it gets me where I need to go."

"Yeah, no problem."

Nightshade peeked over her shoulder where another pony sat with hands over their ears and twitchy wings, the grey pony seemed occupied with the surroundings as they slowly looked around. Short black chin-length hair that fell gently over one eye looking recently cut. Their jeans and leather jacket coated in a light dusting of dirt from the abrupt stop.

"Oh yeah." Strike walked back over to the bike and assisted the raven-haired pony off the ride. she then removed the pony's hands from their ears, "Nightshade, this is Prince Ace O'Hearts."

Nightshade stared in silent awe before he reset Ace had been nearly taller than him and had a massive pair of wings. Of course in that world, they walked on all fours but he towered over the prince by a good foot or so. His wings seemed to retain that size somewhat but his horn was nowhere to be found.

Nightshade awkwardly waved, "Hey."

Strike then put Ace's hands back over his ears and handed Nightshade a few documents, "Alright Luna spoke to you earlier but I'm here to double-check. Here's a list of his allergies, spells he isn't allowed to cast, and please tell Speed and Endie not to corrupt him too much. I mutter a curse one time in front of him and he never forgets it. Celestia tore me a new one for that. Alright, 30 days and you can send him back to Canterlot. Official business going on and they can't keep an eye on him all the time."

Strike threw one leg over onto the other side of the bike, giving one last wave goodbye before speeding off and leaving Nightshade and Computer with Ace.

Computer approached Ace bending down and gently removing the hands from his ears, "Are you hungry?"

A silent nod was the only response.

"Well then, I guess Nightshade won't mind if we use the kitchen for a bit?"

Nightshade muttered a 'sure whatever' as watch Computer offer a hand and Ace took it before all three of them marched up the path to the home.

Chapter 2

When Nightshade closed the door the home felt inviting and full of life, So different from the cold mansion I remember.

He cut into the living room where he found Bri loading a crossbow and packing a quiver into his gun bag. Nightshade watched silently for a moment.

"Hey, whatcha doin' there? I thought you liked modern tech?"

The blue mercenary chuckled, "Special order from Celestia herself. She wants me to bring in some girl from out near the badlands. An escapee from a mental institution. Don't know who she is but to warrant Celestia's personal attention she must be important in some way. Maybe you know her, 'name's Totoro but apparently at the institution, she called herself Foreshadow. Said she could see into the future or some bullshit."

Bri handed over an envelope marked with the Canterlot seal, in it was a picture of a girl in her what looked to be mid-twenties with dingy white hair, dark circles around her slate-grey eyes and a straitjacket on.

Nightshade raised an eyebrow at the restraint jacket, "Is she dangerous?"

"How dangerous can a blind girl who isn't allowed outside time be?"

He had a point. The muscular merc was probably one of the strongest ponies Nightshade knew.

"Where did she escape from? Was she mid transport and she took off?"

"No. They were in Appleloosa. Celestia wants her caught and brought to the castle as soon as possible." He stood and threw his bag over his shoulder, "See ya in a few days Nightshade."

Bri left quickly. With a shrug, Nightshade continued into the kitchen. Ace was seated at the island table in the middle while Computer began cooking. Nightshade hadn't made his presence known yet and decided to observe Ace. In his opinion Ace seemed rather reserved, constantly staring at the floor and partially hiding behind his massive wings.

Clearing his throat he noticed Ace glance his way, "Explained the rules to our guest?"

"No need, he lives in the Castle." Computer interjected, "The rules there are much stricter than anything you could make up. He has manners, unlike you all. The only thing I did have to tell him of was Spe-"

A blur zipped past Nightshade and stopped next to Computer, "Whatcha' making? Food for Endie and I? How thoughtful of you Computer! Oh and Nightshade, I took care of the Timberwolf problem. They'll steer clear of... Of... Who's that?"

"That's-"

"Is it your long lost son?"

Nightshade shook his head in confusion, "How could- Are you- No, it is Celestia's though. Prince Ace. He's going to stay with us for a while."

"Aww, such a cute kid." Speed came around the table and pulled up a chair next to him. "I bet it's his first time outside of Canterlot. Celestia probably doesn't let you out of her sight, does she? I wonder what your special talent is."

There was a small noise that caused Speed to move closer, just barely above a squeak.

"What was that sweetheart I couldn't quite hear you?"

"Luck." Ace's voice was small and light, just barely above a stage whisper.

Speed's wings flapped in delight, "He's so adorable. How old are you sweetie?"

"Well, I just turned 100 this year."

Speed froze, "Y- you- you what?"

Nightshade held in his shock and ran a hand through his mane, Ah shit, here we go again.

Nightshade stifled a smirk, "Oh I forgot to mention, unlike those who turned into Alicorns, he's a natural-born Alicorn. Horn just never grew in. They don't really age."

"No way. ENDIE!" Nightshade felt a chill up his spine as he felt Endie's aura enter the room, shadows pooled on a spot on the floor and Endie appeared. "This is Ace. He'll be here a while."

The deep purple pony stood rigid for a moment as Ace offered a hand to shake, instead she just kinda stared at him before slowly taking his hand. Nightshade was beyond weirded out, everything was so normal and not at the same time.

Computer's voice cut through all the commotion, "Sorry sir, incoming communication from O'Malley. He says there's an issue that he needs your help with."

"Location?"

"Badlands sir. We'll have to jump ahead a few days."

All four of them rushed into Pandora, Ace stopping at the threshold of the ship's doorway. Nightshade turned around to see Ace step backwards and circle around the outside of the ship and slowly step inside. Nightshade felt annoyance bubble but it faded. I should be patient with him.

"It's bigger... on the inside."

"Usually I'm thrilled to hear that, but we can talk about that later."

Nightshade circled about the console and snapped his fingers, causing the door to shut before pulling a lever.

Ace stepped out first into the Badlands heat like a rabbit peeking from a hole, repeatedly looking left and right. Nightshade rested a hand on the prince's shoulder before stepping past him into the dry desert-like heat, Speed and Endie following close behind.

As they began to march to O'malley's location Ace decided to speak up, "What... What was that? Teleportation?"

"In a manner of speaking," Nightshade said dismissively. The last thing he wanted to do was explain exactly how Pandora works to the equivalent of a child. "Keep an eye out for Bri and O'Malley."

"M-maybe I can help? I saw Luna do this one time to find a rookie guard that got lost in the garden."

Before Nightshade could do anything Ace clapped his hands together and shut his eyes, Nightshade could feel the magic buildup as Ace then outstretched one arm and slowly staggered forwards. Without thinking, Nightshade grabbed Ace's shoulder in an attempt to steady him when he could hear voices. Ace suddenly gasped and dropped down to hands and hooves, droplets of blood coating the sand.

"They're just northwest of... Just northwest of here." Ace tried to cover his profusely bleeding nose but the other three had already spotted it.

"My god are you alright?" Speed helped him back to his hooves.

"You two trail back and make sure he's alright," Nightshade took off sprinting, "I'll help Bri and O'Malley."

To Nightshade's relief, he didn't have to go far. Two ponies were crouched outside of a cave that seemed to go underground. That's not right, dragons don't make dens in ground-level caves. Especially not ones that are subsurface level.

"Bri!" Nightshade began to call but was shushed by the blue pony.

"Are you mad?" He motioned for Nightshade to get down, "You trying to wake the whole den?"

"Sorry. What's the situation?"

O'Malley handed Nightshade a snapped tracker dart, "Tagged the little runaway with one of those a few hours ago, much to Bri's disapproval."

"I do not like shooting a lady." He crossed his arms defiantly.

"She smashed it at the mouth of the cave and charged inside. We heard dragons on the inside and didn't want to risk taking them alone."

The mercenary handed Nightshade a gun.

"Alright then, lead the way boys."

Chapter 3

The three ponies snuck into the dank cave, it was surprisingly cold for a dragon's den. They approached a wide opening and O'Malley held out an arm to stop the other two before pointing. They followed his pointing and a dragon lay in a dug out-corner, it's silvery scales glistening in the dim light. Then they saw it, a small figure pressed against the cave wall shivering in the darkness. Nightshade stood and took a step forward, his tail knocking over some stacked rocks. He cringed as they tumbled over and the dragon roused from its sleep with a deafening roar.

"Foolish ponies... You dare wake a dragon from his slumber?!" There was something wrong with this dragon's voice that Nightshade couldn't quite put his finger on.

"Oh calm the hell down." Nightshade walked out from their hiding place looking the dragon in the eye, the dragon glared at him inquisitively. "In fairness, we didn't think anyone lived here. Dragons usually live in the mountains. What's your name?"

"They call me Broken."

"Why? You dashing hearts out here?"

"I break my enemies like twigs."

"Dragons never do take lighthearted names, do they? Anyway, the reason we're here is that somepony has wandered into your cave and we've come to retrieve them."

"I haven't seen a soul, other than you lot." He huffed raising his tail slightly blocking Nightshade's view of the girl.

"That's bullshit and you know it. I can see her hidden behind you."

The dragon's eyes lit up like searchlights, quite literally as the light from his eyes illuminated the cave. His body was fully visible in the light, the 'scales' were slick metal plating and Nightshade finally realized what was wrong with the dragon's voice. It was glitching. Meaning...

The metal dragon stomped and shot a fire burst narrowly missing Nightshade, "That was a warning. I advise you to leave. This pony has informed me of the evils you submit them to in these... torture palaces you call 'hospitals'."

O'Malley ripped a few bursts from his rifle, "She INFORMED you? She's a goddamn schizophrenic!"

Broken lunged forwards towards Nightshade and his twin hearts kicked into overdrive as time slowed to a crawl. How can I get out of this? Maybe I can dodge- No I don't have enough time. I could shoot his eye- But that won't stop this slash, I just gotta brace. As the claw came closer a grey blur shot into the cave bouncing off walls and floors before tackling him, the figure taking the brunt of the scratch.

"Ace?!"

They tumbled across the floor, Nightshade protecting the prince until they slid to a halt. Ace was breathing heavy but his eyes never opened. Must have knocked him unconscious. Speed appeared at the entrance out of breath. Too much going on. The dragon swung again, this time Nightshade deflected with a burst of dark magic and it was enough to break the metal arm. Broken reared back with a screech of anguish as he planted his head on the cave floor and attempted to bulldoze Nightshade and O'Malley. Nightshade felt his the corners of his eyes stinging as he concentrated his magic and the metal beast came to an abrupt stop, Bri ran over and helped the girl to her hooves. Speed carefully picked Ace up, looking ashamed carrying the prince bridal style.

"Now." Nightshade put a hoof on the dragon's head, "Why shouldn't I hang your mechanical head over the fucking fireplace?"

"You think I fear death?"

"Death? Oh, no-no. You'd fear death if you were a real living thing wouldn't you? I was going to take your AI chip and have my friend dissect you like a little science project."

That must have struck a nerve because the dragon tried to squirm out of the magical grip as it began to corrode the metal skin, "L-let's not be hasty now! I can be useful!"

A large motherboard the size of a small dog was torn out of Broken and the life faded from him, "I know. You'll be very useful."

Nightshade tossed the motherboard onto the kitchen counter directly in front of Computer, "Hey I need you to comb through this. There might be something we can use on there."

The white robot pony gently picked up the hardware and examined it, "Where exactly- "

"I tore it out of a meka-dragon out in the Badlands. So did Celestia finally fill us in on who that girl was?"

Bri and O'Malley strode into the kitchen looking unhappy.

Bri tossed Nightshade a royal letter, "Yes. You won't like it. Do you remember the long string of murders in Manehatten? Two parents dead and the kid missing?"

Nightshade could faintly remember hearing of the report.

"No fucking way."

"Her name is Totoro, but she would call herself 'The Foreshadow Pony'. Well, turns out her parents were shitty ponies who did not care for her properly. At least as far as she thought. Turns out she never went missing. She killed her parents in their sleep, Luna alerted nearby guards but when they arrived she was already gone. They figured there was no way a 17-year-old blind girl could or would have any reason to kill her parents or leave home in the middle of the night. Fast forward a few years and they find her in Canterlot walking the streets talking to herself. The day she escaped her escort she had repeatedly stabbed one of the guards, thank fuck that guy survived."

"If she's so dangerous why was she so calm when Bri went and got her?"

Computer cut into the conversation, "This bit I may be able to answer. It may be that Bri reminds her of a caretaker at the facility that she favoured, something about him makes her feel safe."

O'Malley burst out laughing, "The crazy bitch likes you! That's golden!"

"Fuck you! That's not funny!"

Nightshade began to walk out of the kitchen, "Let me know if you hear anything new, I'm gonna check on Ace."

Chapter 4

"Hey, Ace are you-?"

Nightshade stopped seeing Ace sitting in the middle of the floor with the scroll Strike had given him, Ace looked up at Nightshade before doing a double-take and smiling sheepishly. Yeah, he's alright. Why was I worried?

"Whatcha got there Ace?" Nightshade put his hand out and Ace handed it over, "How the hell did you even get this? I had it on me..."

He checked his coat pocket and pulled out the scroll, they were identical.

"How did you do that?"

"Am I in trouble?" Ace's smile faded and he looked like he would flinch if Nightshade moved towards him.

"Trouble? What? No! That's amazing! You can duplicate objects with just magic, does that mean you can do everything on this list?"

Ace silently nodded.

"Why would they tell you that you can't do these spells?"

"Luna said I can't safely conduct my magic because I don't have a horn formation. My own magic can injure me."

"I think I know someone who can help. We can go see-" Nightshade checked his watch, "Wow, 5:30 already? Didn't even know it was early... Time flies when you time travel I guess. Well, I guess there really is no rush. So, what do you want to do today Ace?"

"I can do whatever I want?"

"That's how we do things here, yes."

Ace sat there in thought. Nightshade frowned a bit, I think I'm starting to piece together his childhood with Celestia. I can only hope he didn't have to experience Luna's banishing.

"I would like to visit the local places in Ponyville!"

"Where exactly would you like to go?"

"I don't know, usually Mom has Luna plan my day and Strike escort me."

"Well if I could make a suggestion, maybe you could swing by the school? I'm sure Cherilee would love to have you. I'm sure you'd fit right in."

"If you think it's a good idea."

Nightshade watched as turned his back for a moment and that's when he saw the claw marks. The swipe from the dragon never even fully cut through Ace's leather jacket, the marks were clear as day but were only surface level. Lucky bastard. Ace smiled as he handed Nightshade a hairbrush.

"I don't usually- "

"Style your mane? I figured as much, Celestia babies you too much. That's why we're gonna go see the school."

Nightshade brushed and flipped Ace's hair back, making him appear more boyish and allowing him to see Ace's eyes. They shone back at Nightshade with a deep mesmerizing ocean blue, Oh my lord this kid...

"Now you look like a true greaser! Those girls are gonna lose their minds. Now let's go, I'll give the teacher a ring first."

"What's a greaser?"

Nightshade sat with Cherilee in the front of the classroom as Ace walked in, the students' jaws dropped. Nightshade knew exactly what they expected, some posh, self-important finely dressed alicorn. Ace smiled radiantly at the class.

Cherilee stood and lightly placed a hand on Ace's shoulder, "Alright colts and fillies, this is our special guest. I doubt he needs much introduction, but this is Prince Ace O'Hearts. Why don't we give him a warm welcome?"

The class responded with a hearty 'Welcome Prince Ace'. For someone who Nightshade saw as shy and reserved he seemed to be loving the attention.

Ace bashfully chuckled, "You don't h-have to be so formal, just Ace will do."

A hand shot up instantly, "Miss can we have Prin- I mean, Ace help us with our classwork?"

Cherilee looked to Nightshade who couldn't wipe the grin off his face as he nodded, "Then, by all means, Sweetie Belle. But he's here for everypony okay? Feel free to ask questions."

Nightshade watched as Ace genuinely enjoyed himself, talking with the Cutie Mark Crusaders about his mark and making conversation with everyone. The students never needed any actual help, they seemed to just want his attention. Nightshade could understand that after all Luna could be a bit much at times and Celestia made everyone nervous. Ace was mellow enough but did things that made him seem normal.

"Miss Sparkle lives here?" Ace's wings fluttered slightly, "I wonder if she still has her head buried in a book all the time?"

Nightshade tuned out of a while and actually ended up nodding off, he was awoken by the sounds of complaints from the students.

"Does he have to go?"

"Can he come back tomorrow?"

"Ace you can't go back to Canterlot now right?"

Ace put his hands in his pockets clearly not used to people enjoying his presence.

Nightshade stood up, "Alright. To answer your questions in order. Yes, yes and no. Plus you'll see him around town from time to time, he's staying for a bit. But for now, he's gotta go, Teach, you have my number for whenever they want him back for a visit. Feel free to speak to him whenever you see him. Bye everypony."

Ace gave a small wave before following Nightshade outside, he had a bit of pep in his step now.

"Is it safe to assume Celestia never put you into a school?" Nightshade said as they walked towards the town hall in the midday sunlight.

"No. The most I ever got was helping out Miss Sparkle with her studies."

"Well, consider that your first day of school, usually schoolchildren do work though. But I'm just glad you enjoyed yourself."

This felt different, Celestia wants to shield him from the world? I'll show him everything it has to offer!

"Hey isn't the Gala at the end of the month?"

"Yes, yes it is. Celestia wants me to wear another extravagant dress, it is an amazing dress, but I don't want to be the centre of attention at an event held for everyone there."

"I know a gal we can get some classy clothing from, she'd love to meet you- "

A blackish-green stallion crashed into Nightshade, dropping the books.

He put his head down as he got on the ground to pick them up his short silver mane was remarkably clean but he dirtied up his shirt and pants as he did so, "Sthorry, I'm stho ver sthorry. Sioux wasn't- I wasn't watching my sthep."

Nightshade raised an eyebrow at the strange accent? Or was it a lisp? He couldn't tell but as he was uttering out a 'no problem' he stopped. The pony had milky green eyes. There's a changeling LIVING in Ponyville? Nightshade covered his shock with a reassuring smile. He's not doing a good job of coving up his speech or his eyes, how has he not been caught?

"Wow, those are some exotic eyes you got there. You from the Crystal Empire? I heard Crystal ponies look different."

"No. Sioux has eye condition. Sioux takes medication for it. Was nice meeting. Must go now."

Ace watched as the strange pony scurried off, "Aww, I didn't even get to really talk to him. Must have been in a rush?"

Nightshade facepalmed and sighed heavily, he was gonna have a chat with Ace when they got back home.

Chapter 5

"Nights?"

Nightshade jolted awake at the calling of his name, glancing to his left and relaxing when he saw Speed entering the living room. Morning sunlight dancing in through a nearby window warmed his face.

"I'm up, I'm up. What is it?"

She sat down on the couch next to him, "That kid is mystery huh? At 100 years old all my jokes and innuendos go way over his head."

"Well," Nightshade sat up, "Celestia controls everything around him. The guard isn't allowed to engage in casual conversation with the kid if it isn't a greeting Celestia wants radio silence. Strike's the only exception, Celestia's known Strike for a long time. Probably the only pony she truly trusts."

"Isn't Strike nearing her 50s? You'd think the woman would've settled down by now, right?"

"Believe me, both Celestia and Luna have tried to get her to resign or even just take time off. I don't think she really knows anything else, it's kind of sad actually."

"Endie's watching over Ace right now, he passed out a while ago. You know I've always wanted a shot at royalty."

"Speed, I'd rather not be put to a firing squad because you want to get with a prince."

"Who says I haven't already?" She smiled wide.

Nightshade shot up to attention, glaring at the mare next to him. "Speedstar- "

"I'm kidding. I'm not that aggressive. But I did notice something strange, he was beyond normal tiredness. Like he was sapped- "

"Of his energy?" Nightshade nodded as he led her into the kitchen, "We ran into a changeling yesterday living in Ponyville. Nobody seemed to be bothered by him so we didn't cause a scene."

In the kitchen, Computer was putting the finishing touches on a small device on the table. It was a small, circular disk-shaped object. In the centre was a blue filter over a mini 3d projector.

"Ah, Nightshade." Computer put his hands together, "Just the man I wanted to see. I dug through that dragon's brain you gave me and I found this."

He pressed a button on the device and a bipedal dragon was projected, the projection was relatively small. Roughly a foot in height. Nightshade looked confused as its mouth moved but no sound came. Whatever it was trying to say, it looked angry.

"There was an AI in there. Took a bit of work but here he is. Designation BRK-3N or Broken. It took a bit of rewriting of his brain but he's now basically harmless, albeit a little mouthy."

Nightshade smirked, "He can't be that bad- "

Nightshade flinched as the AI was unmuted, "- And you can shove it up there if you think I'm here to be nice and give a shit about you or what you feel you four-eyed fuck!"

Nightshade did a double-take pushing up his glasses, Speed stood there slack-jawed as the AI continued to curse them out in his almost Scottish sounding accent.

"Don't look so lost, I'm right here Magellan! You too, you harlot! You're lucky that idiot took that hit for you, I'd have- "

Computer muted the AI as it made vulgar hand motions.

"Pandora will sort him out." Nightshade nodded in agreement.

Around midday Nightshade and Ace took Pandora to the Royal Lab, most ponies didn't know there was one or a scientist who ran it. Celestia liked to keep things on a 'need-to-know' basis and most ponies didn't need to know. Fortunately for Nightshade, who knew the scientist, he knew everything.

"Nebula," Nightshade stepped out into the lab with Ace in tow, "Been a while huh?"

"It has. I heard you got yourself a new AI." Nebula, a sky blue stallion, looked up from the contraption he was working on. To Nightshade it looked like a pair of metal wings. "Computer told me about how you ripped- "

He froze mid-sentence as he saw Ace standing behind Nightshade. Nightshade swore the scientist began to sweat slightly.

"Good morning Prince Ace, I didn't expect you to be accompanied by Nightshade."

Nightshade motioned for Ace to sit down in a nearby chair, "Calm down, you don't have to do that. I brought him here because he has a bit of an issue, I figured you'd be up for coming up with a solution."

"Alright," Nebula relaxed a little, "Shoot."

Chapter 7

Nightshade sighed as Pandora landed in the forest, despite what he told himself there was no way he could truly prepare Ace for what they might see. He just hoped it wouldn't be a bloodbath. He stepped out into the thick forest, the canopy was so thick that there was barely any light.

"Computer," He spoke into the communicator, "How far out are we? Why didn't Pandora just land us near or inside the facility?"

"Well sir, she got a bad feeling," Computer's hologram displayed next to Nightshade as Ace trailed behind him looking at all the foliage in silent awe, "As far as the distance from the facility, the entrance should be through this next clearing. If-"

The hologram abruptly fizzled out. Something wasn't right and Nightshade could feel it, as they slowly entered the clearing all the noise and animals just seemed to fall silent. It was so quiet that Nightshade could faintly hear Ace's almost asthmatic breathing. Before him, was a large fenced-off region with a small metal building in the centre.

"How could anyone miss this? A big-ass clearing in the middle of the woods... Unless- "

"Luna used to teach me an illusion and labyrinth spells to ward off ponies or to contain them until guards arrive," Nightshade raised an eyebrow and Ace smiled weakly, "It was just in case somepony 'tried something' as she said."

"Right." Nightshade continued up to the fence, teleporting them inside the fence. "It could also be a perception filter but that makes more sense. Alright, Vixen. You piqued my interest, now you have my undivided attention."

The two entered the building and Nightshade was unimpressed, it was a plain white room. In it seemed to be only a lone front desk, papers scattered all over the floor. Nightshade turned to see Ace keep looking around and concentrating.

"What? You hear something?"

"There's a draft," His hands lit up and the focusing gem on his forehead turned white as he gently pressed his hands against the wall, "Like there's some type of doorway or something..."

Nightshade was about to move Ace back from the wall when he remembered what happened last time, he stood back and watched as the young prince slowly ran his hands across the painted wall before suddenly pushing his hand forwards.

"I hit something!"

He waved a hand over the portion of the wall and it revealed an elevator that sat open as if awaiting their entry, it made Nightshade's neck hairs stand on end. Nightshade entered first, Ace slowly stepped in but the moment he cleared the threshold of the doors they slammed shut.

"Thank Celestia!" A voice came from an intercom somewhere in the elevator, There was a screen just above all of the elevator buttons. There was a fuzzy image of a grey pony in a lab coat, her white mane looked wild. "I've been trying to get a hold of you for the last few days now, you're late."

"Whoa okay first off," Nightshade grew irate, "I'm not your personal superhero, I take orders from no pony. Secondly, who the fuck do you think you are? You better let us outta here before I come down there an-"

"This ISN'T about you so shut up a second!" Her shout silenced Nightshade, "I'm not Doctor Vixen, she's dead. It's Lunar Agent Rita. Might know me as Ritz or Crackerjack- look none of that matters until you can get me outta here. This place- I was given orders to shut this place down. Erase it. That went ary when Doc V decided to unleash her new pet on her colleagues... Too bad her pet didn't think much of her. You would not believe the amount of evil shit these guys were doing- "

"You still haven't explained why you reached out for me- "

"I'm getting there..." She turned the camera towards a glowing chamber, "I'm stuck in the reactor room. The door jammed and I can't get it open. I was supposed to overload it but without those eggheads tending to it... It's starting to meltdown. Has been since she released that hell hound, I don't know how many of those scientists are still alive but I... I have my orders. I don't want to die down here. The only pony who knows I'm here is Luna. If I survive this shit, I'm quitting. I can't do this anymore."

The camera turned back to Rita who lay in the fetal position on the floor underneath a control panel.

"If you're stuck there and everyone's dead, then who's controlling the lift?"

"I don't know, why?"

The elevator suddenly dropped, Nightshade left the floor and hit face-first into the ceiling. The video feed disconnected as the elevator began a freefall.

"SHIT SHIT SHIT!"

Ace clapped his hands together and held his breath as he hit the roof and suddenly the elevator stopped throwing them both to the floor. The focusing gem turned translucent. It let out a distorted ding as the doors struggled to open, Nightshade pried them open tossing Ace out. He leapt and cleared the doorway just as the elevator fell again, ten seconds passed before he heard a deafening crash. If Ace hadn't stopped the lift, if he wasn't here I would have- Nightshade shook his head as he tried not to think about what might have happened. Thank fuck for that focusing gem.

"I guess there's no turning back now..." Ace whispered.

Chapter 8

Nightshade carefully helped Ace off the floor and looked around, a sign near the empty elevator shaft read 'Floor 7 - Offices'. Nightshade sighed, he didn't know how many floors this facility had and worse off he had to protect Ace. Yeah, protect the kid who's saved my ass twice now. Then again it was really because of the gem...

"You okay Ace?" Ace nodded and that was good enough for Nightshade as he awkwardly grabbed his hand and the prince raised an eyebrow, "Don't make that face, I'm doing this so we stay together. Based on what Rita said and what Computer told me, it isn't safe."

The walked away from the elevator and through the lobby leading them directly into a giant office space, cubicles and all. Only portions of the room seemed to be lit up, in the areas that were illuminated Nightshade could see cubicles splattered in blood and viscera. The smell almost made him gag, Ace was covering his nose with his elbow. Oh shit. They carefully made their way into the office, Nightshade constantly scanning the tops of the sections for any movement. Why didn't I bring a gun? Note to self, always carry just in case.

Nightshade froze as he heard a noise, it was quiet at first. A series of seemingly random clicks but it sounded gargled and strained, like whatever was making it couldn't breathe properly. Then it rounded the corner of one cubicle. A bipedal figure wearing the tattered remains of a button-up shirt and faded black pants, there was no fur remaining on the exposed parts of its body only bloody bubbled up skin. It had no eyes, just blackened cavities where they should have been. Nightshade caught the terrified look in Ace's eyes and clamped his hand over Ace's mouth but not before a small squeak escaped his lips. The pony, if one could even call it that at this point, snapped it's head in their direction wheezing and groaning aggressively as it slowly lumbered towards them. Nightshade tensed as it approached, looking back at Ace holding a finger to his own lips as he uncovered Ace's mouth. Nightshade held his breath as it walked closer, the smell intensifying. It smelled of rot, death and... Magic burn residue? The two stayed still and held their breath until it blindly wandered all the way down towards the lobby. Nightshade looked at Ace, the boy had tears in his eyes. Ace suddenly pressed his thumbs against Nightshade's temples and left the charcoal unicorn with a mild headache.

"Sorry, it was the only way I could cast it." Ace's voice sounded clearly in Nightshade's head despite his lips never moving. "It's a telepathy spell. I thought it might be helpful... I still haven't worked out all the kinks though-"

"I... Think... Whoa, that's freaky," He thought able to slightly hear his own voice echo in his head, "Alright, we need to get down to the reactor floor. That, without a doubt, is more than likely the bottom floor. That monster that we just saw- "

"I could sense it's pain... And the smell... The horrible smell, maybe we can help-"

Nightshade saw Ace getting misty-eyed and he put a comforting hand on his shoulder.

"As much as I'd like to see if there was a way to save them there isn't time. That reactor is boiling and I want to at least save one life... As I said, this place must be crawling with them. Not to mention the runaway experiment. It seems like they only respond to sound. With any luck, we can reach the reactor, without killing anypony, save our trapped agent and make sure this place and whatever evil shit went on here never sees the light of day. Then I need to have a serious talk to Celestia about what we saw here."

"Mom won't be too happy you brought me here- "

"She won't be if you don't tell her," Ace's eyes widened at the thought, "It'll be our secret, but right now we gotta move. Rita's time is running out."

Nightshade grabbed Ace's hand again as they began to creep through the desolate office dodging the occasional stumbling monstrosity, they were nearing the stairwell when Nightshade spotted a light. It flickered repeatedly until he turned to look at it. It began to flash seemingly random until he recognized the pattern, it was an SOS. The two darted over to the stairwell door and it swung open, they entered and the scientist behind it softly closed it.

"Finally they sent a rescue for us. I was beginning to think nobody was coming." Nightshade glared at the pony, he was one of the ones who caused this.

Nightshade found trouble moving his mouth but once he did he spoke softly, "Listen we need to get down to the reactor, do we need special clearance?"

The scientist looked taken aback, "R-reactor? Why would you need to go there? We need to get out- "

"Listen, we have an HVI we're meant to extract you can come with us down to the reactor or give us the clearance so we can leave once we have our primary target. No matter what we still have to get our HVI before me or my associate can leave."

"Fine," He took off his ID card, "This should get you down there but hurry, I don't want Cerberus to find us."

Nightshade took the card, contemplating asking the question before deciding to just descend the stairs.

"We aren't actually saving him, right? He's one of the bad guys right," Ace's voice resonated in Nightshade's head.

"No. We aren't he doesn't care about the lives lost here, Rita was trying to prevent all of this. Until we get her out of here and destroy this place... Nothing else really matters. Okay?"

They both flinched at a roar somewhere deep in the bowels of the facility, this was getting dicier and dicier as they continued. Nightshade began to hurry down the stairs, they cleared about three floors when an explosion rocked the stairwell. A fierce blaze started below with an earthshattering rumble Nightshade momentarily let go of Ace's hand to brace himself on a door before realizing his mistake. The landing for the next few floors of the stairs was missing and Ace tumbled down the stairs, falling into the smoke. Nightshade caught a glimpse of the gem turning solid gold as the prince vanished below, yet he didn't hear a sickening thud or any hint of injury.

"I'm- I'm okay! The smoke's really thick though, I don't think it'd be safe to fly through."

"Fuck." Nightshade slipped in the door he was standing next to. 'Testing Lab'. "Ace? Keep going down, stay hidden. I'll meet you down there. Just my fucking luck, huh?"

He stared into the maze of animal cages and small test containers. This was not gonna be fun.

Chapter 9

Nightshade crept through the lab, glass crunching under his hooves. He tried to cast a light spell but it fizzled out before the magic left his body. Right. Not as strong as his. Fuck. A roar sounded somewhere inside the labs, he hurried over to the nearest lab table and began rummaging through the drawers.

"Come on, come on. You idiots gotta have something," He grabbed two bottles that were half empty. A dead scientist lay on the floor and he gagged as he tore a bit of fabric off of the lab coat and wrapped it over his mouth, "You don't need it anymore. I hope this works."

He felt heavy stomps entering the lab and ducked under the desk with the concoction still clutched in his hands, he pushed up his glasses with his wrist and steadied his breath as he sensed something entering the room.

A thud.

Get closer.

Deafening boom.

Come on.

The third step vibrated the floor right next to Nightshade, he shot out from his hiding place throwing the bottle in the air using. He focused his magic and the bottle shattered in the thing's face as he put distance between them. Nightshade finally took a good look at the creature. It was a freakishly large dog, he didn't think much of it until it turned around. It had six glowing red eyes and a mouth full of bloody razor-sharp teeth. It's skin blackened to the colour of obsidian, he could see tubes hanging out from various parts of the body as he thought.

Whoever this doctor was, she didn't finish her work... This was ongoing experimentation.

Nightshade's mind swam the longer he looked at it, it was just filling his mind with fear with only one word.

Run.

He flipped over a lab table and took off, knocking down the stacked up empty cages that lined the walls. He charged through a pair of plastic flap doors, a pair of metal doors shut behind as well as ahead of him locking him in the strange small hallway. Hoses pointed out from opposites walls and a mist began to spray over him gently, it smelled clean and if it was toxic, well he would've been dead already.

He almost relaxed when the door behind him caved inwards slightly, Oh fuck fuck fuck.

He ran to the door ahead of him and began to pry it open with the weak assistance of his magic. I'm not gonna die here!

Once he got it open just enough he slipped through and he caught a glimpse of the experiment bursting a claw though the other doors as it slammed back shut. With his new headstart, he darted through the seemingly neverending labyrinth of laboratory catching only remnants of what horrors took place.

He cleared a set of doors and looked around, A lobby! That must mean... He looked and there was the elevator shaft, empty. He hatched an idea as he ripped the sleeve off of his shirt. Oh, Rarity is gonna have my ass for this. He leaned out into the shaft, the metal rods were still there even though the elevator had fallen!

There was a distant roar and a massive crunch of metal, Now or never Valentine...

He wrapped the bits of the sleeve around the palms of his hands before jumping out and grabbing the elevator cord, he began his slow descent with a sigh of relief as he heard the hell hound's steps fade. What the fuck were these guys doing here?

Nightshade felt dizzy as there was a strange thrumming he could feel in the air, the air felt electric. His hooves gently made contact with the roof of the fallen elevator. How they were going to get out was another issue he would worry about, he hoped Ace didn't run into the monsters or worse, the hound. He lowered himself into the partially collapsed elevator and entered the doors, 'Reactor Control' read the faded red paint on the wall.

He jogged down the hall, following the directions on the walls until he came across the reactor control room. The door was bent inward and there was rubble scattered around the door, through the glass on the door he could see Rita passed out on the floor and- Ace! Ace sat on the floor next to the agent covered from head to toe in soot and dust under the control panel. He picked up a bit of concrete that was on the floor and smashed in the window.

"Here's Valentine," He stuck his head in an attempt to lighten the mood. He stepped in and Ace wrapped him up in a hug, "Calm down kid, it was nothin' I couldn't handle."

"She won't wake up," Ace stated quietly, "She's breathing but- I crawled through some vents to get here, there was smoke everywhere."

"She'll be alright. We just need to overload the reactor- "

There was a bang and Nightshade held his arm up defensively before he was thrown to the floor, his left arm felt completely numb. "What- What the fuck?"

Ace stared in silent horror and the gem began to light up as he reached for Nightshade, "Let me help you- "

The words struck fear into Nightshade, he couldn't let Ace touch him. Not this time.

Nightshade's mind kicked into overdrive, "N-no! Don't! I'll be fine. Shut off the coolant valves, that should give us enough time- "

The gem flashed a defiant white as Ace's wings spread wide, "Okay I think- "

Everything went white.

Nightshade jolted awake the moment his head hit Pandora's metal floor, he turned his head and thought he saw Ace with a glowing halo and a white aura trailing him before the prince collapsed onto the floor.

Nightshade fought to sit up but computer restrained him, "Calm down Nightshade. He'll be alright, but I need to fix you up stat."

"What happened?"

"Ace... Well, I'm not even sure if it was 100% him, he carried you and Rita out of the facility. The explosion was something else, I should've taken a video. Just know it's done. We did it. Now do me a favour and sleep."

When he awoke again there was a dull pain in his arm, he glanced down at his left only to see a metal replacement. He was in Pandora's medbay, the bed was just as uncomfortable as he remembered. Computer stood by with a sombre look.

"I'm sorry, there was too much damage to recover your arm... Even for me. As morbid as it sounds, I've been ready for just such an occasion. You should experience no feeling of disconnect between the limb and your body. I've taken the liberty of dropping Ace off at the manor and left Rita in Luna's care."

Nights frowned.

Nightshade stared at the arm as he flexed his new fingers, "Hopefully we can make this look like it isn't a metal arm?"

"I'm already way ahead of you. But Ace already knows, I'm afraid."

There was a long silence, judging on how Ace reacted after that explosion he could only wonder what the kid thought.

"How'd he react?"

Computer facepalmed, "Something along the lines of- 'Wow! Does he have a robot arm? He's like the part you now!'"

Nightshade laughed and laid back on the bed. Computer began to walk out, "Yep, that's Ace for ya. Oh, one last thing Computer?"

"Yes sir- " He turned and rolled his eyes as he was met with Nightshade flipping him the bird with a devilish smile, "I swear, you get a new prosthetic and that's the first thing you do? I'll apply the covering when we land."

"I love you too!" Nightshade called after him as he walked out. "Fuck... Rarity's still gonna beat my ass over that shirt, it was silk too..."

Pandora rumbled slightly.

"Okay, that one was pretty funny."

Chapter 6

Nebula smiled as he fitted the headpiece onto Ace, "There we go, it isn't perfect but it should help him focus his magic more clearly."

"It looks nice on you Ace," Nightshade couldn't lie about that one. The tiara was golden with black highlights and a blue diamond in the middle. "I didn't know you kept diamonds in the lab."

"Oh please, it's a focusing gem. It's much more valuable."

"Thanks for this Nebula. I-"

Computer peeked his head out of Pandora, "A moment, Nightshade? It's urgent."

"What's up?" He stepped inside Pandora, shutting the door.

"First thing. Pandora's ironed out Broken's faults and repaired his matrix, he's ready for real-life application. Second. A distress call- "

Nightshade raised an eyebrow, "Pandora can't receive 'calls'. Of any type. Besides, we should let the guard handle it- "

"It's from a scientist stationed in the Shadow forest. Goes by Vixen, she said you would know who she was." Nightshade motioned for him to continue. "She's currently trapped underground in a secret lab. They were working on a way to convert magic into pure energy, be it weapons or to power Equestria. It's gone horribly wrong as far as she said, ponies turned into these melting monstrosities. She was whispering into the communicator, Nightshade it doesn't feel right to just ignore this. The simple fact that she could call Pandora should be ringing alarm bells. We're going to the reactor or at least as close as Pandora can get to it."

"What about Ace?" Nightshade scowled at Computer, "Nebula's never been good with dealing with others, we can't just leave him with him."

"But he can't come with us Nights. It may be dangerous. Nightshade, you worry way too much about him. He'll be fine. Now. Let's go."

As Computer pointed at the console, a few switches flicked by themselves.

"Where are we going?" Ace chirped startling both of them.

Pandora rumbled lightly and Nightshade snapped, "That's not funny Pandora. Ah, damn. Ace listen closely. I have something serious to talk about."