Resident Evil: Code Equestria

by WesternWxyzvv

Rating: teen
Tags: Princess Celestia, Crossover, Twilight Sparkle, Gore, My Little Pony: Friendship is Magic, Dark, Princess Luna, Original Character, Adventure, Shining Armor
Length: 8260

As three agents are teleported to Equestria, they find themselves facing an all new threat.

Co-authored and Edited by blackjack

After her failure at the royal wedding, Chrysalis swore to return for revenge, and no one believed her. They laughed at her vows, at her anger. It was their first mistake.
Now she has returned, and she is claiming the vengeance she swore on them. Her armies are different, they've mutated, they've changed. The ponies now find themselves overwhelmed and outnumbered. Turning in desperation, they summon three heroes to help deal with the new threat, only the heroes seem a little reluctant to help.

Published 2012-11-08 09:00:01 UTC
Last updated 2012-12-12 22:26:55 UTC

The Poof

The Poof

Helena Harper and Leon S. Kennedy rode an elevator up the Quad Tower. Standing side by side, they both peered out of the glass elevator, which provided a view of the decimated city that stretched out below them.

“She’s more than just a friend, isn’t she? You have feelings for her.” Helena said, breaking the silence. However, before Leon could answer, there was a bang, and the elevator was blown away from the Quad tower. As it swung on a thin cord, the two agents shared a quick look and then jumped to the top of an adjacent elevator. Leon landed safely, unlike Helena who hit the edge and now dangled hundreds of metres above the streets of China.

“Leon!” She yelled, barely holding on, her fingers digging into the elevator roof, desperately trying to get a hold on something - anything to hold her up.

“Helena!” Leon yelled as he began to move towards her, but before he could help her he was captured in a faint purple glow. His vision started turning purple at the edges, and his movements slowly became sluggish, until finally he was still. He tried, vainly -to fight the force, to get closer to his partner- but no matter how much effort he put into it, the purple glow held its hold.

“Leon?” His partner asked a second before he disappeared in a flash of light, leaving behind nothing but a violet afterglow.

The B.O.W. grabbed Piers with its massive limb, crushing the agent under its fierce grip. However, after a few shots from Chris Redfield’s machine gun, the Haos threw Piers away. The soldier hit a metal wall, slid down, and nearly severed his arm on a jutting piece of metal. Grabbing the bleeding wound, he screamed in agony, barely remaining conscious under the pain.

“Piers!” Chris yelled as he ran to his partner, opening up a line of fire from his rifle.

The B.O.W. responded by grabbing a large twisted piece of metal and throwing it at Chris. Unfortunately for Piers the metal missed Chris and flew directly at him. Chris could only watch as he ran, much too slowly, after the metal chunk about to kill his partner. The moment seemed to last forever, his limbs sluggishly pounding the metal surface of the underwater facility in a futile attempt at reaching his partner.

As the metal neared Piers, Chris’ vision started turning lavender at the edges. He stopped moving, suddenly paralysed. He stood there, helpless as the metal continued its fateful path to Piers Nivans. As the purple continued obscuring his vision he started to glow with an aura, the same aura that was holding him in place. Chris’ last word before he vanished from Earth was: “Nooo!”

Jake Muller and Sherry Birkin jumped down into a large chamber, landing on a walkway suspended above a pool of molten metal. They made their way along the pathway before the two of them reached a fork in the path when, suddenly, there was the sound of a door opening behind them. The partners spun around at the moan that escaped the lips of their B.O.W. nemesis: Ustanak.

“Well, look who’s back.” Jake remarked as the Bioweapon took a few steps forward. It started swinging the appendage that replaced its right hand. The ball of the flail spun around and around until the Ustanak took a swing at the agents. Jake foresaw the offense, but couldn’t move to help his partner out of the way. He was incapacitated as a purple glow surrounded him. He couldn’t see Sherry in his peripheral vision for a strange lavender colour had seeped into it. He moved his eyes to see her as the mace neared her head. He took a breath to yell a warning but was whisked away by a lavender unicorn’s adept magic to someplace very, very far away.

Twilight Sparkle, Princess Celestia, and six guard ponies were in the throne room of Celestia’s palace as they watched three purple silhouettes of bipedal creatures coming into focus in front of them. Outside the city was surrounded by a large, magenta, dome-like sphere; one congruent to a shield that was used to protect Canterlot a year ago against a Changeling army.

The guards prepared to defend the Princess and Twilight as the royal student strained under the effort of teleporting the people there. The figures became opaque and the purple faded. Chris, Jake, and Leon materialized disoriented on the palace floor. Twilight fell down, out of energy and exhausted. Celestia placed a wing over her, then turned to the figures on the floor, and then to the guards. She nodded, and they all prepared for combat as one, a white-coated blue-maned pony, stepped forward protectively.

Of the three agents, Jake was the first to regain his senses; he looked around confusedly, but then remembered where he had been before he appeared in Equestria.

“Sherry, watch out! Sherry? Where are you? Where the fuck am I and what happened to Sherry?!” Jake demanded, while looking around frantically, his voice rising and becoming more violent with each passing word.

Celestia was about to say something when she was interrupted by Chris, “Piers! Wait, where’s the B.O.W.? What is this? What’s going on?!”

Celestia attempted reassuring the new-arrivals, “Calm down, please, my guests. I-"

“Wait, you can talk? What is this? Did you bring us hear? Where’s Sherry!?” Jake demanded, drawing his Elephant Killer and leveling its sights at the princess of the sun’s head.

The white-coated guard pony, Shining Armour responded by telekinetically wrenching the weapon from his grasp. Jake was astonished by this, but quickly recovered, using his speed and strength to make a grab for the weapon, leaping into the air after his rather overlarge revolver.

Just as this happened, Chris tried aiming his sub-machine gun at one of the guards, but before he could pull the trigger, his arms were paralyzed by a spell from the Princess. Right after this, Jake caught hold of his weapon but was launched back by a telekinetic shove from the Captain of the Royal Guard, which threw him into a far off wall. Shining Armour followed up by taking hold of Jake telekinetically, trying to keep the genetically enhanced man in place. Jake smiled at the unicorn’s failed attempt; he wasn’t even fazed, much less slowed.

He started running to Shining, each step putting more pressure on the unicorn’s horn as he vainly tried to slow him down. Seeing their captain start to sweat, the two other unicorn guards tried helping with their telekinesis, but all it did was slow Jake. He continued his sluggish run for Shining Armour with the resistance and jumped straight over a small wall of magenta energy Shining Armour hastily conjured, amazing all present with his sheer strength. Afterwards, he reached the captain and started attacking with lethargic punches that still held power, despite the combined efforts of nearly every unicorn in the room.

Shining Armour, straining under the effort of holding Jake, barely dodged the slow-paced attacks. After a few seconds of this, Celestia had decided that enough was enough and gripped Jake, adding her incredible magical force to the pile-up. Jake was no match and virtually froze with a fist an inch away from Shining Armour’s head, the muscles in his arms fighting the princess’ hold with all their might. Sighing from relief, the captain released his magical grip- as did the other guards -and then slumped to the floor into a position similar to that of his sister’s. Leon watched it all transpire and decided not to make a move.

“So, I’m guessing you can explain why we’re here?” Leon asked, addressing Celestia, assuming her to be the monarch and leader.

“Yes, if you’ll give me time, I can give you an explanation,” she responded to Leon. She then turned to face the other two agents, “Will you stop attacking my guards and keep a level head?”

Chris and Jake shared eye contact, and Jake broke it to glare at Shining Armour. Leon shook his head trying to convey the word later to him silently. Jake then reluctantly nodded. Celestia released her spells and Chris holstered his weapon as Jake dropped and stretched his arms.

“So you mind explaining why we’re talking to magical horses and where our partners are?” Jake asked Celestia with an unreadable expression.

“You are here because we require your assistance and summoned you. I am not sure about your partners. We only intended for you three to be here.” Celestia responded. The three present looked confused for a few moments, but then their expressions went back to normal.

“Why do you need us?” Chris asked with a frown.

“We need you… to fight…bioweapons,” Twilight responded groggily, standing up from under Celestia’s wing.

“How do you know we fight B.O.W.’s?” Leon asked with squinted eyes.

“Please follow us to the conference room, all will be explained.” Celestia said without answering before she then proceeded to walk toward the large double doors at the end of the throne room.

Jake, Leon, and Chris exchanged glances then started walking together in between two sets of three guards. Shining Armour was slowly following behind them keeping an eye out for any sudden movements as he recovered from the assault. They passed several mosaics while holding a whispered conversation.

“What do you think is going on?” Leon asked, looking from guard to guard.

“I don’t know, but I say we keep our guard up. We don’t know what their motives are, or how we got here.” Chris answered, his hand on his holster.

They walked silently for the rest of the march through the halls of the palace, each of them thinking of their partners, wondering what happened to them, and why the three of them were there. They reached the conference room and their eyes lit up right before they walked in.

It was a long room with paintings of dignified ponies hanging on the walls, on the left side of the room was a moon carved into the wooden wall, and in the right, a sun. A red carpet covered the center of the room running from the left side to the right, lengthwise. Atop the carpet was an elliptical mahogany table with many other ponies seated around it.

At the left end there was a tall, indigo-coated, alicorn with a dark sparkling mane; closer to the middle on the opposite side of the table was a white-coated pony with a blonde mane. Next, in the middle was a pink-coated alicorn. Closer to the left was a yellow-coated pegasus with a pink mane, and across from her was a purple and green dragon. Celestia sat at the far right end of the table and Twilight sat next to the dragon and the Princess.

The guards stopped outside, all except Shining Armour. He sat in the centre of the table across from the pink-coated alicorn. The three humans stood until three seats near the dark-coated alicorn and the guard captain were pointed out for them, to which they began to walk towards. Before they had made it the whole way to their seats, Celestia began to introduce all of the members at the meeting.

“I am Princess Celestia” she introduced, pointing to herself with a hoof, “across from me is my sister, Princess Luna. Sitting next to me is my faithful student, Twilight Sparkle. The pink alicorn is Princess Mi Amora Cadena, or Cadence, as she prefers. Across from her is the Captain of the Royal Guard, Shining Armour. The yellow mare is Fluttershy and the white stallion is my nephew, Prince Blueblood. And finally the baby dragon next to Twilight is Spike.”

With each name the three agents became even more bewildered at the strange titles. They scanned each pony, Princess Celestia seemed to have something on her mind, but was generally composed, she stood up tall, and the very way she looked was intimidating. It was obvious to any creature watching that she was of royal blood.

Princess Luna looked like she felt out of place; she glanced back and forth between numerous ponies, watching how they composed themselves, how they sat, spoke, and looked. She looked as though she hadn’t been in a meeting like this in a while, and like she was relearning about how to appear like royalty in one.

Twilight appeared somewhat tired but determined to focus. Cadence seemed almost defeated, but it looked like she still held hope. Shining Armour was hard to read, he looked as though he were studying them back; sizing them up, and his gaze told them of none of his observations. Fluttershy looked shy, as suited her name, but also devastated, as though she were on the verge of tears. Prince Blueblood tried to look condescending, but it was a thin veil. It was easy to tell that he was terrified of something.

Spike seemed to be experiencing multiple emotions, trying to look his best to seem brave, but his deep routed fear still shone through the numerous layers he buried them in. He was holding his tail nervously, looking anxious, sad and afraid -but he tried, and failed miserably, to maintain a tough exterior.

“Shall thee introduce thineselves?” Luna asked of the strangers.

“I’m Leon.” Leon said.

“I’m Chris.” Chris said.

“Jake,” Jake said, delaying a moment after Leon and Chris for dramatic effect. “Now,” he continued, leaning in over the table, “Why are we here?”

“Yes, why are these… brutes…. here, Your Highness?” Blueblood interrupted; his tone that of annoyance and reminiscent of the irritating and spoilt children everyone encounters in their lifetime.

“They are here because we have a crisis and needed their help.” Cadence replied.

“I think we should start from the beginning.” Twilight added.

“Well it started, what was it? A year ago?” Shining Armor started before sighing and raising a hoof over his face, “A year ago, a threat was made known to us. This city was in danger of an attack from a horde of creatures called Changelings and their quean Chrysalis.”

At the name Chrysalis all of the agents’ ears perked up. They had dealt with that word all too much recently. The C-virus was not something they wanted to deal with here.

“We repelled their attack,” Cadence went on, “and defeated them,”

“Barely,” Prince Blueblood muttered. Leon took note of how he said it. It sounded as if he himself hadn’t even taken part in the battle, but was scolding those that did for their near failure.

“But they fled,” Cadence continued, “we thought that would be the last we heard of the Changelings for a while, but a few months ago they came back.”

“Wait, what are changelings?” Chris asked curiously; pausing the story he was being told.

“Grotesque and disgusting monstrosities are what they are,” Blueblood cursed, “They’re more disgusting than the most wretched peasant.”

“Changelings are equine-like beings that have wings and horns and the ability to change their appearance to match whoever or whatever they like. They feed off the love of ponies.” Twilight explained looking at Blueblood with clear irritation on her face.

Chris, Jake, and Leon exchanged skeptical glances but didn’t say anything.

“They changed though,” Shining said, picking up wear Cadence left off, “They became worse; they became mindless, rampaging, weapons. These things walked around mindlessly, and when they suffered extreme damage to any area of their body they would regenerate it… but it would become much, much deadlier.” At this point of the narration the agents each imagined various B.O.W.’s they had fought, from J’avo to the Ustanak, and all of them matched the description of the new creatures. “These new… freaks… attacked multiple cities. First was Fillydelphia, then Manehattan, and then… Ponyville.”

At this Fluttershy burst out crying, letting out all of her pent-up emotion. Twilight put a hoof around her. Then, with tears in her eyes, she led Fluttershy out with Spike trailing behind.

“We think it was intended to be a stealth mission. They were planning on kidnapping six very important ponies and disguising themselves as them,” Shining Armour continued with remorse that could be heard in his voice, “by then we had four squads of guards at each city. Their mission failed, but it wasn’t thanks to the guards. They kidnapped a seamstress and replaced her with a changeling. We didn’t discover this until Spike and Pinkie Pie, locals, visited her boutique. They were friends with the seamstress and could tell the changeling wasn’t her. However at the time multiple changelings had replaced multiple ponies so when the guards were informed, chaos broke loose.”

Fluttershy, Twilight, and Spike returned halfway through Shining Armor’s speech. Fluttershy seemed calmer and Spike was no longer holding his tail in worry.

“The changelings tried to flee, and in their escapade they got multiple ponies killed.” Cadence began only to be interrupted by Fluttershy’s quiet outbreak of sobs once again, but this time they were quieter, and she controlled them well enough for the meeting to continue. However Twilight looked on with concern.

Shining Armour coughed and continued, “The Ele-uh, remaining important ponies, of the six I mentioned earlier, wanted to find their friend and rescue her. It took a few months but we found out where they were hiding. During this time these important ponies all remained in Canterlot, this city, at the time we still had Hoofington, Cloudsdale, Stalliongrad, but now…” The guard captain sighed, “I’m getting off topic. We planned a raid and these five ponies as well as a squad of my finest soldiers, and I went into the nest where we thought Rar- the important seamstress pony was being held...We lost them all.” Shining Armour’s voice choked here and Cadence took his hoof in hers; he squeezed it tightly yet gently, letting all of his stress out.

“I know what it feels like, what it was like when I lost all my men.” Chris consoled as he placed his hand on the guard captain’s shoulder, “We’ll get them back for that.” They shared a nod and then Shining continued the narrative.

“Three of these very important ponies were captured, the three of us that survived, Fluttershy, Twilight and I, barely made it out alive. We returned to Canterlot and we healed over time, but the nation suffered. We lost all the other cities. Canterlot is our last stronghold. The reason we called you was because we finally realized that… we couldn’t handle this threat on our own.”

Here Blueblood interrupted, “We knew virtually nothing of our enemy, they were extremely efficient warriors, outnumbered us, could withstand devastating damage to their extremities, and… sorry.” He stopped at a look from Cadence.

“And so,” the captain continued, “Twilight used a spell to summon a few warriors that were trained in fighting these monsters,” he paused and looked at all three of them, one by one, “these bioweapons-as you and Twilight call them.”

“And you expect us to fight these Bioweapons after taking us away from our partners. Sherry might be dead, hell, she probably is! Why the fuck would we even think of helping you?!” Jake demanded viscously, slamming his fist down on the table, shaking the entire room from the sheer force.

Fluttershy burst out crying and Shining Armour tensed, preparing to once again subdue the extremely powerful man before him, but Celestia stopped him by answering, “We expect you to help because we believe that you fought these bioweapons as a profession. But, we can transport you back to your friends at the same moment we took you away. It will be as though we never summoned you. It is your choice if you wish to help us.”

There was an awkward silence as Celestia finished, and all of the agents looked at each other. Weighing their options, they all tried to think of whether or not they should help the ponies. After several awkward moments, Leon leaned into speak.

“Listen, before we answer-” the agent began before he was stopped from speaking by a red winged guard pony rushing in to the conference room. The armored pegasus began to make his way over to Shining Armor, but right as he neared him, the unicorn jerked and spasmed upwards, before falling off his chair with a thud, landing on the floor.

Before Celestia could say anything, Shining Armour got up shakily and grunted, “The shield’s been breached! Something’s gotten through!”

Prince Blueblood fainted on the spot, slipping off his chair with a silent sigh. Princess Luna raised her eyebrows then lowered them in a fierce expression. Fluttershy stopped crying seeming to shrink in size as she nearly blacked out like the Prince. Cadence rushed over to Shining, seeming to not even hear the news. She only cared about her husband and his sudden lack of strength.

Princess Celestia stood up and asked the guard, “What were you going to report to Shining Armour, Private Red Wing?”

The guard broke into a nervous sweat at being addressed by name by the Princess. He quickly stuttered, “I-I wa-was sent t-to tell C-c-captain Shining Armour that a new, large, ferocious… creature had been spotted outside the shield. I g-guess I was t-too late…” he stuttered out.

“Worry not, young private! We shall repel this adversary with the utmost precision. To arms!” Princess Luna exclaimed with a surprising amount of conviction right before she rushed out with the nervous private dragging in tow.

“I’ll take Fluttershy upstairs to her room and then meet you outside Princess.” Twilight spoke, making her way over to the terrified mare with Spike right behind her. She leaned close to her friend supportively, then the three of them vanished in a spark of purple energy.

“I’m sorry, but it seems our meeting has been interrupted. We can continue it after we see to this threat. Staying here or following us is your choice,” Princess Celestia said as she swiftly made her way out, stopping to speak with another armored pony, “Lieutenant, could you see that someone attends to Prince Blueblood, before you join us outside?”

Shining Armour got up off the floor and started limping toward the door with the support of Cadence. “Where are you going?” the pink alicorn asked him as they continued down the hall.

“To fight.” Shining Armour replied with a grimace.

“No you’re not; I’m taking you to the infirmary.” She answered with a tone of finality. Shining Armour seemed to disagree but their conversation faded as they continued down the hall leaning against one another. The three agents were left behind. Jake looked on at the couple, longing and rage competing in his mind for the dominant emotion.

“Come on! We have to help them with that B.O.W.” Leon remarked, making his way for the exit.

“Why would we go? They kidnapped us and expected us to save their asses.” Jake said back with crossed arms, practically spitting malice out from between his teeth.

“You want to stay here with prissy little pony over there on the floor?” Chris countered, pointing to the fainted Prince Blueblood in the middle of the room, no one having bothered to get him aid as was commanded.

Jake grunted noisily, before reluctantly following Chris out as Leon joked, “Never a dull moment, huh?”

Authors Note:(So big thanks to blackjack (EasternEagle ( I hate you Wxyzvv ) ) for editing this, as well as daring me to do it. Like and Favorite if you feel like it, and thanks for reading.

The Deception (Pt 1)

After getting directions from Shining Armour and Cadence the three agents made their way out of the palace and into a decimated city. No longer was the bright, magenta dome protectively enveloping the seemingly final stronghold of Equestria. Chaos reigned free in Canterlot as fires blazed, changelings vandalised and biological weapons wreaked havoc. There were flying monstrosities assaulting the towers and spires of the castle while others ran amok in the streets.

Bright flashes of gold and blue light appeared now and then a few kilometres away, and pegasi guards could be seen attacking some of the assailants, but it was clear that they were vastly outnumbered and that it was only a matter of time before the final safe haven of Equestria collapsed. Surprisingly, the only sounds that could be heard were those of the struggles between the changelings and guards, absent were screams of citizens, but the three alien visitors didn’t notice this.

The agents stood atop a walkway overlooking a stretch of land that led to the entrance to Canterlot. One of the stairways down had turned into rubble and the path in front of the castle was riddled with sparsely placed changelings. The extension they just exited was riddled with broken windows and flagpoles, as well as caved in walls.

“Just like Raccoon City,” Leon remarked before he and Chris jumped down off the ledge as Jake calmly walked down the remaining staircase.

Leon lined up the sights of his pistol on the first changelings head. The changeling’s black carapace was cracked, oozing pus and fluids from multiple wounds. Its right eye was scarred and one of its wings was nearly severed. It had a large gash at the base of its neck and was chewing on something fleshy. It shuffled slowly towards the agents with blood trailing from a larger slash in the back of its right-hind leg. It let out a low moan as it neared the three, alerting the few other bioweapons in the area to the agents’ presence. Leon pulled his trigger, firing a bullet directly through the creatures’ forehead. The creature’s head snapped back, and its corpse dropped to the ground.

A few other changelings slowly converged on the agents, but Leon and Chris made quick work of them with precise headshots, as Jake watched, bored.

“Where do you think that B.O.W. they mentioned is?” Chris asked.

Just then a bright golden flash was seen, originating from an area further along the path. Chris and Leon looked to the flash and ran down the path as Jake followed at a distance whistling a tune to himself as the world crumbled around him. The agents occasionally noticed graffiti and paint splattered over walls reading messages such as: “We’re doomed,” “Rebel against the tyrannous demons dictating this country,” and, more often than most, “Change! Change and be free! Change and be safe!”

Chris and Leon took note of the graffiti but didn’t slow. The pair travelled through the city until they were on the edge of the fight, behind a building. Large bestial roars could be heard on the other side of the wall, along with the sound of something akin to lasers being fired. Occasionally the ground rumbled from the B.O.W.’s thunderous strikes.

The two heroes looked at each other, and then rounded the corner.

Cadence and Shining Armour continued down the hall after the agents had finished asking them for directions.

“Think they can still hear us?” Shining Armour asked, his voice echoing of the walls of the place.

“No, they’re out of earshot.” Cadence replied.

“So shall we continue as planned?” Shining Armour questioned again.

Cadence nodded and responded with, “Almost, only you’re coming with me.”

“What? But I can still fight!” the captain replied.

Cadence rolled her eyes before she moved away from her husband, leaving him without any support, and afterwards the stallion promptly fell. “Do you really think you can fight?” The Princess asked, a tone of mockery lining her voice.

Shining Armor opened his mouth to speak, “But I-"

Cadence interrupted him, “No buts!”

The two of them continued their playful bickering as they made their way to the underground tunnels beneath the castle.

The two agents’ eyes were met with a scene depicting a clash of the titans. The two princesses, Twilight, and several soldiers, including Red Wing, were bravely trying to fight a ferocious and massive monster. The beast was being battered by multiple magical attacks, as well as the occasional lance or spear from one of the assorted soldiers. Celestia and Luna were hovering around the B.O.W., charging up energy, and firing each time the beast noticed one of the earth-bound ponies. Twilight seemed to be concentrating intently as her horn glowed, along with the ground below the beast as the guards helped distract it.

The monster itself was enormous, about seven times the height of Celestia, it looked like half of a severely-mutated equine. It had two massive forelimbs, with no back limbs at all. Its entire body was throbbing with muscles, and covered in a strange gooey fluid. Its “hooves” had large metal plates embedded in their bottoms, which explained the veritable earthquakes that occurred each time they swung at the ground. It no longer had wings, but its carapace was incredibly thick and Its head was nightmare-inducing. With pure black eyes and razor sharp fangs, it could cause over one thousand Prince Bluebloods to faint. Both of its ears had been torn off, along with the spine that would normally go down the back of a changeling’s head and neck. Its horn was razor-sharp, and the monster was using it to occasionally swing at the princesses.

The princesses tried fighting it with various spells; they each focused together, working incredibly efficiently, or at least they would be, if the B.O.W. didn’t regenerate mere moments after all their attacks. Burning, freezing, electrocuting, and sheer magical energy simply couldn’t hurt this genetically enhanced being.

The fight seemed to be even, until it swung its massive hoof at Luna, breaking through her magical barrier, and flinging her out of sight. Celestia looked worriedly in the direction her sister flew; only to be smashed into the ground by the creature’s other hoof. The beast then focused its attacks on the assorted soldiers running around it tactically.

While this was going on the agents had made their way to Twilight, firing their weapons harmlessly at the beasts’ thick carapace.

“What are you doing?” Chris asked Twilight over the beast’ shell-shocking roars.

“I’ve got a plan to stop the creature!” Twilight grunted under the magical effort.

“How can we help?” Leon asked, firing bullets at the creature’s eye each time it turned their way.

Twilight squinted one eye at them, before uttering, “Help to distract it. Give me time to prepare my spell!”

“Alright, come on!” Chris shouted, making his way forward towards the beast.

The partners studied the area as they fired shots at the B.O.W. They were in a small square surrounded by extensions of the palace. To the north was a large spire while all the other buildings were relatively short. The area was a courtyard, probably used by nobles previously.

The two of them helped keep the B.O.W. occupied as Twilight’s horn glowed brighter along with the space below the monster, until the princesses were incapacitated. When Celestia and Luna went down, Twilight didn’t notice, she was too focused on her spell. Leon rushed to the princess’ side as Chris switched from his sub-machine gun to a pistol, as he had run out of ammunition.

“Are you alright?” Leon shouted to the Princess, nervously eyeing the B.O.W.

“I’ll be fine,” she replied, barely conscious as she tried to blot out the pain coming from her crushed back and legs, “I need you and you friends to help Twilight defeat this monstrosity. The fate of Equestria is in your hooves.” The agent very nearly pointed out that he didn't have hooves.

Celestia then let out a load moan and fainted; Leon picked her up and carried her to the nearest building. After taking care of the Princess, Leon rushed out, firing precisely at the creature’s eyes with his NATO. He reached Chris, opened his mouth and said, “We need to do something big to distract him, we won’t last long without those two.”

“Do you have any grenades?” Chris yelled back concentrating furiously on doing any lasting damage to the beast.

“Yeah, why?” Leon replied.

“I think we can use explosives to blow him into one of the buildings!” Chris exclaimed.

“Then let’s do it!” Leon answered.

The two of them told the soldiers their plans, and they set it to action. Red Wing and Leon were given all the grenades while Chris and the team of guards kept the B.O.W. away from the pair and Twilight. Leon and the red guard climbed to the rooftop nearest to Twilight and got ready, alerting Chris he was prepared.

Chris and the soldiers redoubled their efforts, driving the creature toward the wall, and the BSAA agent yelled, “Now!”

Leon pulled all of the pins on the grenades at once, and Red wing bucked them at the creature’s back. The ponies dove backwards onto the lavender-glowing dirt, and Chris to the side. The grenades exploded, stunning Chris and driving the creature off the glowing patch and into a wall. The creature immediately got up.

Unfortunately, as the grenades exploded Twilight yelled, “Done!” and cast her spell. There was a shaking grumble, and then several buildings collapsed. Numerous guard ponies were buried alive, and the B.O.W. had no resistance to fight, as Chris was incapacitated and Leon was frantically running down through the buildings, while Red Wing looked around, dazedly. Jake watched the plan miserably fail and fell to the ground laughing at their efforts. Although the plan didn't work, the wall and explosives did leave a large crack in the monsters’ carapace along the spine.

Leon emerged from the building, and quickly made his way to Twilight. After helping her safely into an intact building, he ran to Chris to do much the same. Red Wing sat, transfixed as the monster climbed up the replaced mound of dirt and roared triumphantly. After its holler, it inspected the courtyard and saw that the closest target, Jake, was rolling on the floor laughing his ass off. It crawled toward him bellowing loudly. Chris and Leon, after recuperating came out to see the monster about to hit their 'partner.'

“Watch out!” Leon yelled to Jake. However before they had even left the building Jake was aware of the B.O.W.’s slow progress towards him. As the monster swung its massive limb down on Jake, he rolled out of the way and stood up, then leisurely walked towards Leon and Chris as the B.O.W. once again tried crawling towards him.

“That was fucking hilarious!” Jake exclaimed.

Leon was speechless, but Chris was filled with fury, “Where the fuck were you while we busted our asses off trying to kill that thing?”

“Admiring the scenery.” Jake answered with a voice dripping sarcasm.

“You know, you really have to-”Chris started before he was interrupted by Leon

“Guys! That B.O.W. is still alive.” Leon interjected.

The two bickering agents looked up at the beast that had covered the small distance between them, and was preparing to strike. As they argued, Red Wing flew up to them.

Chris spoke, “Okay. Here’s the plan-” yet once again he was stopped.

“Yeah, because your last plan was phenomenal.” Jake interrupted.

“Why don’t you just-” but, unfortunately, Chris’ speech was impeded again, this time by a large, metal-encased hoof that slammed right into where Jake was, a second previously.

“Missed again, dumbass!” Jake mocked, rolling to safety.

With a primal growl the beast swung another hoof at Jake, low, only for him to jump clear over the strike. Jake then casually walked out of the courtyard with his hands in his pockets, a smug look on his face.

“Good luck with tiny!” He jostled.

Chris clenched his fists, but Leon put a hand on his shoulder, “Not now, we have a B.O.W. to deal with.”

Twilight stumbled out of the building she was in, tears in her eyes from when she saw most of that scene transpire. After catching her breath enough, she trotted up to Chris and Leon and told them, with a tremor-filled voice, “I’ve got a plan, don’t ruin it! I need you to move the B.O.W. on top of that dirt mound while I get in position.”

“Alright, come on!” Chris nodded.

Leon and Chris started firing their remaining rounds at the creature, moving around it, drawing its attention as Red Wing flew around its head. While they did this, Twilight, preoccupied by the accidental mass murder of several guard ponies, moved in between the North wall and the dirt mound. She prepared and took aim and waited for the beast to move in to position.

“Ready!” The purple unicorn yelled with an emotional voice crack.

“He’s in place!” Chris responded.

The lavender unicorn let loose a purple beam of energy at the base of where the tall spire met the rest of the building. While the spire fell in a perfect angle to hit the beast right along the crack in its carapace, it was also the perfect angle to crush Twilight, until she teleported to safety.

After the dust had settled, Twilight suddenly appeared much more desperate, as she had remembered something. Adopting a frantic expression, she galloped to Chris and Leon and stammered out, “Where’s Princess Celestia?”

“She’s in that building.” Leon explained with a gesture.

Twilight ran to the building as the agents and guard followed at a distance, checking the perimeter for any approaching changelings. Once they felt they were safe, they entered the building to see Twilight kneeling by Celestia’s side.

“Are you feeling better?” Leon questioned the Princess.

“A little, thank you, but I’m more concerned with the safety of the soldiers of the Royal Guard that were with us.” The Monarch replied.

The fatalities of the guards bearing down on her hard, Twilight stammered out, “I’m s-sorry P-princess Celst-tia I… I-”

“It was our fault.” Leon interrupted.

“We got your men killed.” Chris admitted as both agents bowed their heads solemnly in regret.

"We're sorry." Leon finished.

Sighing Princess Celestia answered with, “You are not to blame for the travesties that occurred today, Chris, nor you Leon. It is Chrysalis’ monster that got my loyal and dear soldiers killed.”

The two agents raised their heads, grateful for the comment, when something occurred to Leon, “Hang on. Wasn’t this entire city under attack?”

“Yes.” Twilight replied, tears in her eyes.

“Then why is it so quiet, and why didn’t we see any other people e- sorry, ponies evacuating?” Leon finished.

Twilight’s expression turned from sad to nervous as she eyed the agents and the Princess. Once again, the Princess sighed and said to the agents, “We lied to you. We weren’t sure whether to trust you or how you would react to the news. Chrysalis thought that this was our last stronghold, as did you, but it isn't. We have one last refuge where the citizens of Equestria are safe. The only reason we remained here was to defend this capital and help distract Chrysalis from the truth. Although as to why it has gone quiet, I do not know.” Suddenly, Celestia’s eyes widened; a rare occurrence for the normally composed ruler. “My sister! Please, you must find her! She may be in danger!”

“You got it!” Leon exclaimed running out onto the street with Chris. Red Wing exited with a bow, and flew after the humans, trying to keep up.

“Go along with them, my Faithful Student, they may need your assistance.” Celestia added.

The purple unicorn started, “But Princess you-“

“Do not worry about me, I will be fine. Go. Please.”

The lavender equine nodded and turned away to Chris and Leon’s direction, “I won’t let you down!” Twilight responded with a determined expression, she then galloped after the two foreigners.

Jake walked through the streets of Canterlot, once again whistling a tune as he moved with no particular destination in mind. His acute hearing picked up on some quiet moaning, and a voice. Curiously, he moved toward the sound thinking, ‘Why the hell not?’

He peered around a corner to see a mass of changelings surrounding a crater, along with a taller feminine changeling that had a thin, greasy, translucent blue mane and tail. In the background a few changelings could be seen carrying a yellow, unconscious body towards their amassed brethren.

The tall one laughed maniacally, and ranted to her minions, “Celestia thinks she’s smart, baiting me with an empty city. Her plan failed! I crushed her defenses, and now I have captured Luna and that yellow one! Muhaahahaha!”

Her horn glowed, and she levitated an unconscious Luna upwards and continued, “Take her and that other one back to the Hive and go, all of you! We have to make it seem as though we fled!”

Chrysalis’ horn flashed green and a matching green fiery circle appeared around her. She then transformed into a perfect doppelganger of Luna, and continued her rant to herself, “They will find one of my changelings disguised as that yellow pony. Too bad we couldn’t catch that whelp of a dragon! No matter, victory is still assured. Oh! I’ve dreamed of this day for so long! Now all I have to do is get good old Tia alone, then I can incapacitate her, so no one will stand in my way!” Her ears perked up and she heard footsteps approaching, as did Jake. Chrysalis moved into the crater and feigned unconsciousness as Jake sat down pondering what he had just witnessed.

Chris, Leon, and Twilight ran through the streets of Canterlot, searching for Luna. They slowed as they saw Jake. Snorting in disgust, Chris kept walking, and then emerged in the crater-site to find the faux-Luna lying in the centre.

Chris turned to the others and yelled, “Guys, over here!”

Leon and Twilight moved on as Jake observed. Twilight rushed to Chrysalis’ side, and she immediately asked, "Princess Luna, are you alright?”

“I’m fine, I was merely resting. What took thee so long?” Chrysalis replied in Luna’s voice.

Taken aback by the irritation not normally found in the Princess’ voice Twilight put out, “Uh- We were finishing off the bioweapon that threw you here.”

“Oh, I suppose you were.” The two agents then came closer and Chrysalis noticed them, “Halt! What are those… things?” the faux-Luna demanded.

“They’re the warriors we summoned to help us fight Chrysalis and the bioweapons. Are you alright? Perhaps you suffered brain-damage in the fall and forgot?” Twilight contemplated as Chris and Leon drew near.

“I am fine! Hark, where is my sister?!” The Changeling Quean demanded.

“She’s… um back in a building near where we fought.” Twilight answered again.

Brushing past Twilight while she was speaking, Chrysalis made her way out. She left through the alley they entered through, although Jake was no longer there.

Remembering orders given by Luna, Red Wing timidly whispered something in Twilight’s ear; she gasped, “Fluttershy, Spike” then teleported away in a flash of violet with Red Wing.

“She seemed… off.” Leon remarked.

Chris grunted before he replied, “I think we should get back to Celestia, come on.”

The agents walked off as Twilight, having teleported up to Fluttershy’s room, spoke with the changeling impersonating the Element of Kindness.

“Oh, Fluttershy! Thank goodness you’re alright,” Ms. Sparkle exclaimed in a purple flash, “but where’s Spike?” Searching the room located at the top of a large tower and finding nothing, she looked to the pseudo-Fluttershy and asked, “Fluttershy, where did he go?”

“He was taken by changelings.” Fluttershy answered flatly.

“What?! Oh no! Where are they? We have to find him!” Twilight told the changeling as she frantically ran around the room.

“I do not know where the changelings that took Spike went. We should get back to Celestia.” Fluttershy responded in monotone, accompanied by a slack, bored expression.

“But we have to find him! Did you see anything? They can’t have gotten far! Or could they have?” Twilight was unreachable as her voice grew more desperate with each sentence, “Oh no, Spike, where are you?” At this point she burst into tears, sobbing hysterically.

The changeling imposter hardly reacted, “There, there. It will be all right,” the changeling patted the lavender mage lightly, “Do not worry. We will find him.”

Twilight didn’t notice the infiltrator’s horrible impersonation; she was too depressed to care. She embraced the insect-like trickster in a tight hug, mumbling indecipherable words about Spike. Behind her, Red Wing, remembering orders given earlier, sped down towards the bottom of the castle.

Although the pegasus was timid, he was nimble, if a bit lanky, but still, he was fast. Red Wing reached the main hall of the palace, before remembering one more thing. He reluctantly checked the conference room to find that Prince Blueblood was still unconscious. Sighing, the military-trained pegasus hoisted the spoiled unicorn onto his back, knowing that he would rather carry the nuisance then listen to him whine.

Red Wing, arriving at the throne room, dropped the Prince unceremoniously on the floor and tapped a certain brick, which caused a loud banging noise, before the throne moved aside, revealing a secret stairway built into the palace, after the Royals discovered the crystal caverns beneath Canterlot.

Rather than carry Blueblood down, Red Wing shoved him down the long staircase, then watched, laughing uproariously, as the Prince fell down over 200 steps into a large chamber. The Prince woke after the first five and frantically flailed his limbs, ungracefully falling while screeching horribly, thinking he was being abducted by changelings.

Red Wing followed, after he had contained his laughter, closing the passage behind him.

He reached the bottom to see Cadence and Shining Armour barely holding in their mirth as the Prince dusted himself off.

“I will have you imprisoned for that! Insolent peasant!” Blueblood rambled off to himself as Red Wing’s eyes widened, while he thought of the possible consequences of his actions. Then, upon seeing Shining Armour shaking his head with a large smile on his face, he relaxed.

“Red Wing, report.” The Captain of the Royal Guard asked after becoming more serious.

Red Wing mentally went through what he would say, before he listed off his report, “Uh, all high-v-value ponies are s..safe, but all our s-soldiers died, and that dragon has b-been captur-tured by ch-ch-changelings, sir…”

“What? Aah… No! Gah!” the captain’s face contorted in self-loathing and pain as slammed his hooves down trying to vent the rage. Telling himself he had to continue the mission he croaked out, “We’ll get him back.” Taking another breath, he continued, “Alright. What about the creature? The one you mentioned earlier, that breached my shield?”

“We s-slayed it, although we lost ev-every guard that stayed here to that… creature, and the others.” The red guard responded sadly.

At this Shining Armour deflated. He shut his eyes tight, and rubbed his temple with a hoof. Cadence tried comforting him, but he asked one more question, “What about the changelings, did we repel them?”

The pegasus reported, “N-no sir. B-but they retreated… f-for some reassson.”

“Alright… so we continue as planned? We go to the Crystal Empire, get the reports of the raids they conducted while we were here distracting the army, and retrieve some soldiers to lead a raid against the Ponyville Hive. Since we have no wounded to bring-“

“Ahem!” Prince Blueblood coughed.

“Since we have no wounded to bring,” Shining reasserted, “we can just deposit ‘his Majesty’ there while the others lead a raid on the Appleoosa Hive to hopefully gain ground and find some of our captive Equestrians.”

“Alright, let’s move.” Cadence finished.

The posse travelled through the catacombs; Shining Armour close to Cadence, Prince Blueblood muttering and complaining to himself in the back, and Red Wing worriedly feeling like they had missed someone, even though everyone seemed to be accounted for.

Running through the palace headed for the crystalized catacombs, a purple and green dragon with tears in his eyes frantically whispered to himself, “Get to Shining Armour, tell him what happened. Get to Shining Armour, tell him what happened. Get to…”

Author's Note

SHIT! ALRIGHT WESTERNWXYZVV HERE (YOU CAN TELL BY THE CAPS) AND I AM HERE TO APOLOGIZE AND THANK MY GOOD FRIEND BLACKJACK (blackjack) MY EDITOR! I AM A NOOB AND IF YOU CHECK HIS PAGE, YOU CAN SEE HE ALREADY PUBLISHED A FEW STORIES WITH MULTIPLE CHAPTERS. HE FORMATTED (ON TOP OF EDITED) MY FIRST CRAPPY CHAPTER INTO WHAT YOU (HOPEFULLY) READ. I OWE HIM MULTIPLE THANKS, DIDN'T KNOW THAT FORMATTING ON FIMFICTION WOULD BE SO TEDIOUS. OH AND SORRY THIS TOOK SO LONG I HAD THIS CHAPTER FOR A WHILE JUST WAITING ON (AND PISSING OFF) blackjack TO EDIT BUT HONESTLY I WROTE THIS NOT TOO LONG AGO SO MY FAULT JUST AS MUCH AS HIS THAT I RELEASED THIS A WHOLE WHO KNOWS HOW LONG AFTER ANYWAY PLEASE LEAVE COMMENTS FEEDBACK, CHECK OUT blackjack's SHIT AND BON CHANCE

Editor's Note: blackjack here, god I hate it when he does that. The caps lock I mean. Anyway, I hope you liked this chapter, as well as the two hours I spent putting in dozens upon dozens of commas in it. No really, WW is one of my better friends, but he is rather terrible at using those little buggers. That's probably the main thing I have to look for when reading his stuff. Anyway, I've forgotten the point of writing this, so I'll just shut up. Check out my channel if you feel like it too.

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