My Little Crisis Core

by Mudkipman98

Rating: teen
Tags: Twilight Sparkle, Gore, Crossover, Human, Changelings, My Little Pony: Friendship is Magic, Rainbow Dash, Queen Chrysalis, Other, Adventure
Length: 31929

Zack could've sworn that he died. He closed his eyes for a few minutes, then found himself floating into the sky toward what he thought was Angeal's hand, welcoming him into the life stream. But then he woke up to a purple alicorn in his

Zack could've sworn that he died. He closed his eyes for a few minutes, then found himself floating into the sky toward what he thought was Angeal's hand, welcoming him into the life stream. But then he woke up to a purple alicorn in his face and fire surrounding him.

EDIT: I'm going through some minor edits right now, so some things won't make sense. For example, characters keep jumping between knowing what a 'human' is and complete confusion at the mention. Please, bear with me for the moment while I work through it.

Published 2013-03-21 12:40:01 UTC
Last updated 2015-06-10 01:30:53 UTC

Angeal?

Rain began to fall as Zack lay in a pool of his own blood. His SOLDIER armor was full of bullet holes, much like the rest of his body. He lay spread out, face up in the mud and tightly holding his faithful weapon, the Buster Sword.

He could hear the sound of someone dragging themselves toward him. As he tried to move his eyes, he saw the person approaching him. Cloud Strife. One of his best friends.

As Cloud pulled himself closer to Zack, he looked into his dying friend's eyes. Zack just barely managed to say a few more words, knowing that the end was rapidly approaching. "For the... both of us..."

"Both of us?" responded Cloud slowly.

"That's right... You're gonna..."

"You're gonna," repeated Cloud, urging Zack on. Zack grabbed the back of Cloud's blond head and pulled him down to his chest.

"Live." He paused, still holding his friend down on him. "You'll be... my living legacy," he managed. He let Cloud go, half of Cloud's face smeared with Zack's blood.

Turning his head as much as he could manage, Zack took his sword in his hand and began to lift it. "My honor, my dreams," he said, lifting the sword up to Cloud's chest. "They're yours now," he finished, pushing the sword into Cloud's hands.

"I'm... your living... legacy," replied Cloud in a half-conscious deadpan. As he looked down at Zack, he noticed his closed eyes and still chest. He began to choke. Slowly, he lifted his head into the stormy sky and screamed for a few seconds. When he stopped, memories of his time with Zack began flashing through his mind.

"Embrace your dreams," echoed Zack's voice in Cloud's head. "If you wanna be a hero, you need to have dreams."

"Thank you," said Cloud to his dead friend. "I won't forget." The clouds split as the rain stopped, shining a few rays of sunlight on the dead SOLDIER. "Good night, Zack," muttered Cloud.

Cloud began to stand up, turning around to walk away towards Midgar. "That girl," said Zack to himself, now certain that he had passed on, yet still lying on the ground. "She said the sky frightened her. That looks so, liberating," he said, looking into the clouds. "Those wings, I want them too." He began rising into the air slowly. "It feels... good," he said as he began flying into the sky.

Zack's voice echoed in Cloud's head again. "If you see Aerith, say hi for me. Hey, would you say... I became a hero?"

As Zack made contact with Angeal's hand, he opened his eyes to look into his old mentor's matching pair when he noticed something odd. Angeal was purple. He also had purple eyes and wasn't exactly human. In fact, he didn't even look remotely like the SOLDIER Zack knew.

"Angeal?" asked the wounded SOLDIER. It didn't take long for Zack to recognize the familiar heat of a raging fire nearby. As he opened his eyes wider, he looked around to see a bunch of houses engulfed in hissing and roaring flames. He saw shadowy figures running from the fire, trying desperately to get to safety.

Focusing on them, he managed to make out clearer shapes. They almost looked like... horses? No, that couldn't be. He had never heard of any place where horses were the dominate species. Then again, he'd seen some pretty strange things.

"I said, who are you?!" screamed a voice in his ear. He hadn't noticed the purple figure screaming at him. As he looked at her, he found that she too was a horse. However, she had a horn and wings.

"OK, now I know I'm dead," he said out loud.

"What the heck do you mean you're dead? You're right here in front of me!" The figure shook its head. "Never mind. Now, answer my question. Who are you?"

"Um, shouldn't you be more focused on the fire?" asked Zack as he tried to stand up.

"The fire started when you and that other idiot showed up. He started burning the place while you slept!" Wait. Other idiot? thought Zack. Who could have caused all of this?

"Listen.. um, purple unicorn with wings, could you get off me? I have a bad feeling about this, like I've seen this kind of situation before."

The purple horse sighed then stepped off of Zack, allowing him to jump to his feet and look around more. What he saw made him feel as if some one had just shoved a wooden stake into his heart. Standing there, amid the flames, was the familiar, ghost-like form of Sephiroth.

"Bu-but that's impossible," stuttered the ex-SOLDIER, scared out of his wits. Shaking his head to get a hold of himself, he grabbed his Buster Sword off his back, crouching slightly into his battle posture. But I thought I gave this to Cloud, he thought to himself as he held the weapon tightly.

Before he let his thoughts stop him any longer, he rushed forward in an attempt to strike down the enemy he thought Cloud had dealt with. As he reached Sephiroth, he felt his blade clash with his opponent's, sending sparks everywhere as the two weapons collided. Before Sephiroth could strike back, Zack back flipped away to stare into the eyes of the demon in front of him.

Sephiroth wasn't an actual demon, but he possessed the power and heart-stopping intimidation of one. He stood at 6'8" wearing a long, black coat with silver shoulder pads and black pants with black boots. He had long, silver hair and carried a long, thin sword nine feet long. His eyes were greenish-blue, the color of all SOLDIER members as a side effect of their exposure to MAKO energy.

As Zack prepared for another attack, he stopped as he watched one of the horses try to attack Sephiroth. It was too late to warn it, though. With a flash of light, the horse's chest split open, spraying blood across the ground and on Sephiroth's boots. He kicked his foot a little to get the blood off, then turned to look back at Zack.

Zack couldn't move. He was petrified. Why couldn't he see Sephiroth's blade? He was impossibly fast. Much faster than when he and Zack fought at the mako reactor.

Sephiroth just started walking toward him. Zack could only stand there as the figure of Sephiroth moved closer and closer until he stood only 3 yards away. Pulling his arm back, Sephiroth jabbed his nine-foot sword into Zack's shoulder, spraying the purple pony with Zack's blood. Zack's arms went limp and he dropped his sword as Sephiroth slowly lifted him into the air. Twilight could only watch with horror-filled eyes as the strange man in front of him was lifted off the ground by the one who had set fire to Ponyville.

Sephiroth shook his blade a little, causing more of Zack's blood to fall to the dirt before flinging him into one of the burning buildings.

As Zack crashed through a weakened beam, he felt the heat of more burning wood surround him. He slowly opened his eyes, a gash on his forehead leaking blood into his eyes. He tried to heal himself using a Curaga materia, but nothing happened. He tried again, yet there was no effect. He hadn't even spent any MP(1).

As he checked his gear, he suddenly lost his will to fight. All the color left his face when he realized that his inventory was empty, including all of his materia. All that was left was one high-potion. Even his armor had weakened and lost its upgrades he had applied over the years.

Trying to avoid any other blood loss, Zack quickly drank up the high-potion, letting the warm healing fluid work its way through his body. His cuts sealed and he felt rejuvenated. Picking himself up, he grabbed the closest flaming stick and began to make his way back through the hole he had made.

Meanwhile, Twilight was still trying to recover from the shock of being sprayed with an unfamiliar creature's blood and having to watch as he was thrown through a burning building. She simply looked up at Sephiroth, a look of pleading on her face. He ignored it, bringing his blade high above his head. He readied himself for a killing blow when suddenly, he felt something on fire hit the back of his head.

When he turned around, he was met with the Buster Sword and only a brief moment to block Zack's swing. When he took notice of its wielder, a wicked smile crossed his face.

Before Zack could launch himself back and prepare for another assault, he heard the audible voice of Sephiroth over the flames as he spoke one word that spelled death (again) for Zack.

"Omnislash," spoke Sephiroth.

Oh shit, thought Zack to himself. He didn't even have time to think as he felt blow after blow connect with his body as Sephiroth's sword snaked back and forth, striking him relentlessly.

When the attack was finished, Zack was a bloody mess, barely able to stand as he felt his strength ebbing away. He knew he couldn't take one more hit, but how could he heal himself without more potions or a Cure spell?

Then, he felt something new. His body began to recover. Rapidly, it seemed. First, the small cuts, those quickly followed by the larger, and finally the feeling in his muscles and the largest of the slices. Before he knew it, he was back to full strength. That, and he could feel the strength of his built up limit break. He turned his head slightly to see the purple horse's horn glowing, sending a stream of energy his way.

"Payback time," said Zack with a cocky smirk.

Sephiroth chuckled to himself.

"I thought you'd say that," grinned Zack. He prepared himself, letting the damage he had received build up around him before releasing it. "Limit Break! Angle's Revenge!" he yelled.

The Buster Sword doubled in size and turned a pure white as white wings of pure energy grew out of Zack's back. Rising into the air, he continued to build up his energy.

As the power of Zack's beating was working for him, Sephiroth felt the power radiating from his adversary, smothering his own in his weakened state. He nearly lost his life fleeing from Cloud on Gaia. He was in no condition to take such abuse from Zack. He tried to jump back and away, but he was far too late.

Zack dive bombed Sephiroth with as much force as he could, slamming his blade down onto him and creating a massive shock wave of energy. Sephiroth felt his own power seeping away by the second.

Before Zack's attack could finish him off, he used the last of his magic to teleport outside of Ponyville and retreat into the Everfree Forest, leaving behind a shower of crow feathers in his wake.

Zack felt the energy leave his body and realized that Sephiroth was gone. Calming himself, he let his blade shrink while his energy wings simply disappeared into thin air. He spun the buster sword a few times before bringing it to his back where it hooked on with a satisfying click.

He then turned around to thank his winged unicorn ally for her help only to see she had collapsed from exhaustion. He quickly rushed to her side while pegasi up above started bringing storm clouds to put out the fires. "Hey, stay with me," he said, picking up her relatively small form and putting her on his back. At this point, he wasn't sure whose blood was now running off of her body and onto his SOLDIER uniform. He didn't care either way.

He jumped up onto one of the roofs that hadn't caved in and called to one of the pegasi. "Hey, you with the gray coat!" he yelled. A mare with golden, crossed eyes hovered in front of him. "Any idea where this pony lives?" he asked, switching the term he was using based on the creatures' relative size.

"Yeah mister. She lives at the library," came the pegasus' reply. "I can show you where if you like," she finished with a smile.

"That'd be great," replied Zack.

"Okay then, follow me!" With that, the pegasis turned around and began flying over the buildings. Knowing that he couldn't jump on all the roofs since most of them had probably been weakened by the fires, he jumped to the ground and began to sprint through the streets, trying to keep up with the mare that flew over head.

Author's Note

(1) I can't think of another way to word magic. Later, Zack describes it as Stamina of some kind, but he doesn't truly understand it himself.

Explaining

Sephiroth continued his escape through the Everfree Forest, eventually diving into the deepest trees. Recovering his energy through a few quick spells, he hid his sword and started walking.

Cloud had killed him. How? How could that inferior... human manage to do it? He didn't stress himself too much thinking about it though. His biggest question was how he had regenerated his original body. He could feel the power of the Jenova cells as they released their energy, so he was sure that he wasn't completely human.

He kept moving, stopping to slice through anything that dared get in his way, be the offenders ponies or some other form of monster. Their lives meant nothing to him.

After traveling for a while, he came across an odd stone structure. It almost looked like Stonehenge, except that in the center was a staircase leading into the ground. The structure resided in a clearing where sunlight could pierce through the dark trees.

Sephiroth slowly descended the staircase and looked around. The inside was dark, all except for the faint glow of green torches on the walls. "Fira," whispered Sephiroth, casting up a small ball of fire as light. He let the ball float next to him as he continued inside.

He seemed to be in a very long tunnel made completely of stone. A few odd carvings were etched into the walls, but Sephiroth ignored them, more curious about what could be deeper in the structure.

Finally, he came to a large room big enough to hold the entire Shinra army. He was surprised that the room seemed empty and dark, despite a strange buzzing sound that filled the air.

His first thought was, 'Giant bees.' He'd certainly seen stranger. He cast his ball of fire out into the room. As the fire sailed through the air, he could see the distinct forms of what looked like more ponies sticking to the walls. He saw that they all had insect-like wings and were full of holes through their bodies.

It didn't take long for the ball of fire to reach the end, striking something that wasn't rock. In fact, it almost looked like some sort of giant cocoon. The green shell jiggled a bit with the impact before coming to a complete halt. Inside, Sephiroth thought he saw something moving.

Before long, the sound of buzzing increased to a deafening noise, so much that Sephiroth had to cover his ears. When the buzzing died down, he found himself face to face with a large pony with wings and a horn. She looked like all the others that lined the walls. "Why have you come here, foolish creature?" asked the figure.

Sephiroth chuckled to himself at that last remark. He immediately struck out with his sword, attempting to slice the being in half with one blow. He stopped when he felt his blade come to a halt.

Looking where his blade had stopped mid-swing, he noticed a hoof that had caught his sword. Quickly, Sephiroth jumped back and launched three Firaga spells at the pony. She dodged the homing balls of fire easily and returned the blow to him, this time using green balls of pure magic.

Sephiroth had only a fraction of a second to guard. He did so, but was pushed back by the force behind the attack. Before the pony's magic could die out, he swung to send the balls back at her, causing them to find their mark and create a sizable explosion.

She cursed under her breath before surrendering, seeing his ability to stop her basic attacks. "So," she said in her sly voice. "Why have you come to the lair of the changelings?"

"I'm looking for Mother," he said, lying through his teeth. All he really cared about at this point was getting back to Gaia to settle his score with Cloud. His anger grew at the mere thought of the name. He was so close to gaining absolute power. To becoming a god. Now, he wanted -- no. Needed revenge.

The changeling couldn't help but laugh at his goal. She knew right away that it was a lie, so she decided to play off of it. "Well, we'll be happy to assist you," she said with a hiss. She could feel the energy leaking from his body. Or rather, the potential energy of magic. All she needed was some time to assimilate his form and power, and she could take revenge against Celestia for her banishment during Shining Armor and Princess Cadence's wedding.

Sephiroth smiled. Now he had another weapon he could use to help him escape this world. He planned to rob the changelings of their power to fuel a teleport back to Gaia(1). After all, materia held energy. Why couldn't he? Little did he know, the changelings were going to use him too.

"So then, lord..."

"Sephiroth," he replied, his head already overflowing with ideas. He paused for a moment to analyze the tone of the strange, insect-like pony. It seemed suspicious, so he stored it in the back of his mind.

"Sephiroth, what would you have us do?"

"There's a type of magic that I'm sure has arrived in your world recently. I need it."

"What is this magic you speak of?" asked Chrysalis curiously.

"Materia."

/)*#*(\

Twilight awoke in her bed the next morning. She was sure that all she had experienced was just some sort of lucid dream and that no ponies had died. She especially hoped that those two creatures weren't real. She'd never seen anything like them, so it peaked her curiosity. "I guess if it was only a dream, then there's nothing I can do about it," she sighed to herself pleasantly.

As she tried to turn over, she felt a nasty head ache. She let herself go limp, attempting to fall back asleep and gain the comfort of rest. "Spike," she managed slowly. "Will you get me some aspirin?"

No response. "Spike? You there?" Finally, she heard someone coming up the stairs. The footsteps are heavier though, she thought. Finally managing to turn herself completely over despite the pain, she couldn't believe who she saw standing at the top of the stairs holding a plate of pancakes in one hand and a plate of eggs and toast in the other.

"Morning," Zack said, setting the plate of eggs and toast on the side table next to her bed. "How are you feeling?"

"I- but you- and the dream and- but... what?" was all Twilight could manage as she took in the bipedal form standing in front of her bed.

"Yeah yeah, I know. It was just some crazy dream, right?" As she looked him over more closely, she noticed that he didn't have his sword on his back. "Listen, you probably have a terrible headache right now, but don't worry. I brought up that aspirin like you asked."

Without giving him another chance to talk, Twilight quickly sat up and used her magic to levitate him off the ground and slam him into the wall, ignoring the pain in her head. "What have you done with Spike?!" she yelled, fearing the worst for her baby dragon.

"Relax! He's fine!" yelled Zack back. "When I brought you here yesterday, he met me at the door. Trust me, he's fine!" repeated Zack desperately. As Twilight continued to glare at him, he asked, "Can you please set me down, now?" It took a second, but Twilight slowly lowered him to the floor. She kept a cautious stare at him and, just to be safe, she kept a small amount of magic in her horn for instant use.

She flopped back down onto the bed, levitating a small white tablet of aspirin and a glass of water over to her. After swallowing the medication, she turned to Zack. "So who are you? Who was that other thing?"

"Looks like I have some explaining to do." He sighed with annoyance. "I'm Zack, SOLDIER first class. That man that tried to burn down this town was Sephiroth, a traitor to SOLDIER. I guess I'm no better. I deserted them too, though I didn't go around killing every innocent person I saw, or pony in this case."

"What are you?" asked Twilight inquisitively.

"Like I said, I'm a SOLDIER," he responded.

"No, I heard that," protested Twilight. "I meant, what species are you? I've never seen anything like you before."

"Oh," uttered Zack in understanding. "I'm a human from a planet called Gaia."

"A human?"

"Exactly," said Zack. "Do you have any monkeys on this world?"

"Yeah, we do," replied Twilight.

"Then that makes this easy. A scientist theorized that we evolved from them."

"Weird," said Twilight to herself. "So what are you doing here?"

"That's what I want to know. I thought I was killed, but then I woke up to you holding me down in the middle of a fire." Twilight blushed in embarrassment at her actions. "So what's your story? Where am I?"

"You're in Ponyville, a town in the land of Equestria. Well, to be precise, you're in my library."

"Well, that would explain all the books," chuckled Zack. "Hey, when I appeared, you wouldn't happen to have seen a couple strange colored marble-like objects around me did you?"

"Well, not around you, though over the past few months, they've been showing up all over Equestria," responded Twilight, shocked to hear the human in front of her mention the magically charged crystals so suddenly. "The group of ponies that found them discovered that they contained magical properties, so some unicorns in Canterlot are currently trying to harness the magical power inside of them." That was music to Zack's ears. Materia had made it there! Not only that, it had been there for a few months. No doubt some of it had already developed from a little use. With any luck, he could find one that had been maxed out in power.

Twilight noticed the distant look on Zack's face as he pondered the thought of getting better materia. "So, I'm Twilight. Twilight Sparkle." Speaking to him seemed to break his trance.

"Oh, so that's what your name is. Hey, this is probably an awkward question, but could I stay here for a few nights? I just kind of showed up, so I don't have anywhere to stay," said Zack.

"I don't see why not," replied the purple alicorn, levitating the breakfast over to her. She took a bite of a piece of toast and swallowed it before saying, "You saved me, didn't you? Plus, you don't seem as bad as that other human. Maybe I could set this place up as a 'base of operations' for you."

"What makes you think I need a base?" asked Zack as he raised an eyebrow.

"Well, you said you're a soldier, and you seem to be wearing clothing fit for infiltration." Zack's jaw dropped as he realized just how right the purple pony was.

"You're pretty good," he replied, dumbfounded, "but I don't think I need some kind of military set up here. I don't even have the equipment I would need."

"Oh, okay," replied Twilight. "So if you're going to stay here, what's your plan?"

"I'm not sure. Sephiroth is extremely dangerous, so I've got to stop him before he can do any more damage. I just wish I had all of my equipment."

"Well, there may be a remedy for that. Ow," said Twilight, rubbing her temples with her hooves. "I can't think straight with this headache. Let's sleep for now, all of us, then I'll talk more when we wake up."

"I can't just sit here while I wait for Sephiroth to build his own strength. I gotta do something," protested Zack impatiently.

"Talk to Spike when wakes up then. *YAWN* I'm sure he'll have some good ideas." With that, Twilight turned over and closed her eyes, using all the energy she could to cast a sleeping spell on herself. "Oh, and thanks for the breakfast," she managed to say. Zack smiled to himself.

He began to move to the stairs, which he descended into the main room. From there, he made his way into the kitchen and began to clean up, putting away dishes after he washed them. After he was done, he pulled a few history books off of the shelves and began to read. He figured that if he was going to be stuck in this world for a while, then he might as well learn while he was here.

After reading for a few hours, he heard Spike come down the stairs, followed by a gasp at who he saw sitting on the couch, reading "Equestria: A History." "I- but you- and the dream and- but... what?" he said, echoing Twilight exactly.

"It's fine," replied the SOLDIER from the couch. "Twilight is upstairs sleeping. She saved me yesterday, but I think she used too much magic. That's how unicorns work right?" Spike sighed in relief before he nodded and walked towards the couch to sit by Zack, recalling the previous day's issue.

As Spike jumped up next to him, Zack began to ask him a few questions about Ponyville. He asked what places there were to eat at, where he could practice and train, and the best places to find materia that he could use. That last one stumped Spike for a few minutes, but he finally came out with an answer.

"Those are the weird, ball shaped ones, right?" he asked. Zack nodded, so Spike added, "I bet Rarity would have some. She's always a had a knack for finding gemstones. She's gotta have one or two."

"So where does this 'Rarity' live?" asked Zack.

"She sure is.(2)" It took a second but Spike suddenly exclaimed, "Oops," and quickly added, "I mean, she lives near the edge of town near the fields. I'll take you to her shop if you'd like."

"That would be great, Spike," said Zack with a smile.

"Okay then, follow me." With that, Spike jumped from his place on the couch and began to walk toward the door. Before Zack followed him, he closed the large tome he was reading, set it on the table, and grabbed his sword from next to the kitchen door, latching it to his back and locking the massive weapon in place with a clicking sound.

He then followed Spike out of the front door, stepping into the bright sun of Ponyville. He couldn't help but feel a rock drop in his stomach as he looked around at the burned buildings, their walls weakened from the flames that scored their surfaces the day before. He could see nearly one hundred worker ponies fixing the walls as fast as they could, but their progress was slow moving.

Spike and Zack made their way toward the Carousel Boutique, eager to see how Rarity was doing after the colossal fire the day before. Every now and again, Spike would stop to introduce Zack to the ponies that he saw every day. It seemed to Zack to be more of a way to take one's mind off of the events of the previous day than anything. But instead, he received some scared looks from the ponies he encountered.

When they finally arrived outside of Rarity's store, they couldn't help but become saddened as they looked at the burned window frames and outer walls. Thankfully, the fire hadn't gotten inside. However, the damage to the outside made up for the cleanliness of the inside.

As Spike and Zack walked through the door, they found Rarity making dresses as usual, wearing her red rimmed glasses and working furiously to fill an order that she seemed to be behind on. She looked up to see her visitors and said, "Oh, Spike! What a pleasant surprise! How are you doing?" she asked as she stopped her sowing and turned to face her guests head on. When she saw Zack, she added, "And who might you be?"

"My name is Zack," he introduced himself.

"My friend here was wondering if you had found any of those weird crystals around," said Spike casually.

"Why yes, actually," said Rarity. "I found a rather good sized stash of them not too far from here. Here are some of them that I gathered." Rarity used her magic to open one of her chests of jewels on the opposite side of the room, drawing out three round materia crystals before levitating them into Zack's hands; fire, ice, and bolt. Each one was the first level of their spells, but Zack didn't care. Magic was magic no matter the mood, and they would grow after enough use.

He immediately equipped the fire and bolt spells to the free slots in his buster sword, stashing the ice materia in his seemingly bottomless pocket. He always wondered why he could hold so much without adding more weight or shape to his person. Rarity immediately noticed the small capacity for materia that Zack could use at a time. "You know," she began with a smile, "I could make something to hold another of those with you at a time. I tried to use one, and I found it harder to use when it was in my saddle bag."

"That'd be great!" replied Zack, eager to try them out.

"However, it they are to be used in combat, you would need something sturdy that wouldn't come off during battle. You seem like the adventurous type if nothing else, so I'll need something like leather or nylon that could take some abuse. I don't have any at the moment, but I'm getting a shipment of some soon. However, if you're willing to look for the components for it, I could make you an outfit that is much stronger and that could protect you far more than a silly armlet." Zack thought about this for a minute.

"What 'components' do you need?" he asked. Rarity turned around and trotted back to her table. Taking a pencil in her magic grip, she started listing several items on a slip of paper, pausing every now and again to think before quickly jotting down more notes. After several minutes, she set down the pencil and returned to Zack, levitating the slip of paper over to him. He took it out of mid-air before glancing at it.

"Those are the materials I would need to make the outfit." Zack stared in awe at what was required. Dragon scales? The shredded skin of a hydra? Leaves from a plant called nirnroot? And those were only the first three. The list had about 15 different odd pieces ranging from magic infused diamonds to electricity charged cloud tufts. To Zack, it looked more like a list of ingredients to a witch's potion than anything else.

"Wow," he said. "This is gonna take some time to get. I don't even know where half of this stuff is."

"I'm sure you can find most of those things in the Everfree Forest. If you ask Twilight, I'm sure she would give you a map of the known area. But I'll warn you," she said with a darker tone, "that place is dangerous. Tread lightly."

"Right," said Zack nervously as he put the list away as well. Rarity gave him a smile when she thought he had understood before giving him more information.

"If you want to get your hands on more of those crystals, go to Canterlot. The unicorns there have nearly figured them out, so you might be able to get some."

"Alright. I'll head there some time," he replied. "Spike, we should probably head back to Twilight. She might be up by now and I could get some more info from her."

"Gotcha," said the baby dragon. "Thanks, Rarity."

"It has been my pleasure," said Rarity as she dipped her head slightly.

"Well, we'd better get going," said Spike as he gestured to the door. "Come on, Zack." With that, Zack pushed open the door as he and Spike began making their way back to the library, continuing to stop every now and again so that Spike could introduce Zack to more ponies along the way.

Author's Note

I'm using mostly FF7 logic here instead of crisis core logic, mainly because I only played through crisis core a couple of times. I didn't really get a chance to understand how the different equipment system worked.

(1) Sephiroth saw Chrysalis use some form of magic, but was oblivious to what it was. Remember, he's a power hungry psychopath. Any possible power he could gain on his way would improve his chances of dominating.

(2) Spike was replying to Zack's comment, calling her a 'Rarity'.
I know the mention of materia in this chapter is very vague, but it gets explained in a later chapter.

Kidnapping and Chrysalis

Twilight sat in the main room drinking coffee to wake herself up when Spike and Zack returned. Zack carried what looked like a shopping list in his hands. "Oh, hi Zack, Spike. Back so soon?" she said as she acknowledged their return

"Yep," came Spike's reply. "We paid a visit to Rarity's and she gave Zack a couple of odd crystals. What are they?"

"They're called materia," explained Twilight. "I'm sure Zack has already explained, but they can be used to generate magic such as healing spells or fire spells. Those are just a few. I've even heard of a few recently that can summon some powerful monsters." Twilight shuddered at the research she had made on the few new books about the crystals in the library. They had just shown up, and already unicorns were discovering their power.

"Would you like a demonstration, Spike?" asked Zack, eager to test out the materia to see if it was any good.

"Sure! Twilight, do you wanna come?" asked the dragon excitedly.

"I guess I've never seen them in action before, so yeah. We can go to the Everfree Forest so we don't damage anything important." It was Spike's turn to shudder after hearing the mention of the forest.

"Are you sure we should go in there Twilight? I mean, it is the Everfree Forest," cautioned the baby dragon.

"What's so bad about the forest?" asked Zack. "Rarity mentioned that it was dangerous." Twilight was quick with an answer.

"The world doesn't work the same there. The plants grow, the animals all care for themselves, and the clouds move all on their own," she finished, waving her hooves in front of her and making a 'woooo' sound and trying to imitate a ghost.

Zack couldn't help but chuckle. "Oh come on," he said. "That's how my world works all the time. It'll be a piece of cake."

"Well, if you're really so confident..." managed Twilight. "In all seriousness though, it is dangerous in there. The wild animals are vicious, so make sure you're prepared. Just give me some time to grab a few books and a map." The purple alicorn stood up and walked over to the bookshelves, pulling out different volumes on habitat and biology for different creatures. She returned with her saddle bags full. "Okay, ready," she said cheerfully.

With that, the party moved out of the library and began their trip toward the Everfree. Along the way, they were stopped by Rainbow Dash. "Whoa whoa whoa," said the athletic pegasus, her mane blowing back in the breeze. "Where do you think you're going?" she asked Twilight.

"To the Everfree forest," replied Twilight flatly.

"And you didn't think of inviting me?" said Rainbow indignantly.

"Well, no actually. We've got Zack here to protect us." Zack waved his hand and smiled.

"What's a 'Zack'?" she asked.

"Hey, I'm not a what!" protested the SOLDIER. "First, that's my name. And second, I'm human," he added.

"You tryin' to pick a fight or something?" challenged Rainbow as she flew up to Zack's face and glared at him.

Zack bent down and picked up a long, thick stick before asking, "Are you?"

"Both of you, calm down," said Twilight. "Zack, drop the stick. Rainbow, give him some space." Both reluctantly agreed before Rainbow turned to Twilight.

"This guy is supposed to be protecting you? What can some human do to the monsters in there?" Without giving Twilight time to respond, she said, "What you need is raw pegasus power! I'm coming with you, and that's final."

Twilight sighed. "Okay, fine. But this is for a test of Zack's ability with the materia, so don't get in the way."

"Isn't materia that weird stuff that the unicorns have been studying?" asked Rainbow.

"Yes," she responded. "It has great magical potential, but nopony really knows what it's capable of. That is, except for Zack here."

"Really?" asked Rainbow Dash. "We're going into the forest just to try out some magic? Why don't we do it in Ponyville?"

"Because the materia I got has elemental properties," said Zack in annoyance, "and it could cause damage if we used it here."

"Okay, fine," said Rainbow. "I'm just going to come with you to make sure you're safe, Twilight."

"I'm pretty sure Zack can protect me," said Twilight, growing annoyed at her friend's persistence.

"And what makes you think that?" asked Rainbow harshly. "I saw him during that fire last night. He was there with that other thing that was setting the town on fire! How do you know he isn't the enemy?"

"Because he saved me!" shouted Twilight.

Rainbow flew back a little bit and stayed silent for a few moments. "He did?" she asked in disbelief.

"Yes," said Twilight. "He protected me from that other human and he almost got killed doing it."

Rainbow turned back to Zack as she said, "You saved Twilight without even thinking about it?" she asked him.

"Of course," he answered as he put his hands on his hips. "What kind of person do you think I am?"

Rainbow Dash was silent for a moment before she touched down and said, "I'm sorry about what I said. I guess I'm just worried after what happened last night. But if you really did protect Twilight, then you're okay in my book," she said as she approached him and held a hoof up to him. "Are we cool?"

Zack noticed her complete attitude shift and he shook her hoof as he said warmly, "Sure, we're cool."

"I'm glad that you two are done fighting so soon, but can we please get moving?" said Twilight. "The last thing we want to do is get caught in the forest after dark."

"Yeah, let's go," said Rainbow Dash with a smile. Together, the group continued through the streets of Ponyville to the forest. Rainbow Dash walked next to Zack as she examined him and his huge sword. "So where are you from, Zack?" she asked curiously.

"I'm from..." he began explaining as they continued walking. It took them some time, but while they moved, he told both Rainbow and Twilight as much as he could about SOLDIER and his life.

When he was done, Rainbow said, "Wow. So you were in the military?"

"Sort of," he clarified. "Technically, we were a private sect of Shinra. But in essence, yeah."

"That's so cool," she said as her eyes shined. "The Royal Guard here in Equestria is pretty cool, too. Twilight's brother is part of it, so maybe he could give you some training here."

"Really?" asked Zack. He looked to Twilight as they walked before asking her, "You have a brother in the Royal Guard?"

"Yeah," she said with a blush. "He's pretty cool," she added as she turned away. Before they knew it, they arrived at the road that led into the forest.

"Okay everyone," began Twilight. "This is it. We're here to test out Zack's materia; nothing more, nothing less. Once that's done, we should leave as soon as possible." Everyone nodded their heads. "Okay then, off we go." With that, Twilight did an about face and began to walk into the thick forest, followed by Spike, Rainbow Dash, and Zack.

It didn't take long to find a large clearing for Zack to practice in. Twilight stopped in the middle of it and bowed her head, channeling magic into her horn. As it glowed with magic, the sound of growling started echoing in the bushes and trees in front of them.

"Um, Twilight? What are you doing?" asked Zack, curious as to what was making the growling.

"I'm calling up some sparring partners," she responded. She had just finished her sentence when three timber wolves jumped from the bushes in front of the group. They charged forward, teeth dripping with saliva. "Here they come!"

Everybody fought one of their own. Zack charged forward, his sword drawn, and slashed up at his wolf. He watched some of the wood split as his sword cut a deep gash into it.

He jumped back, watching as the timber wolf's jaws shut where he stood only moments before. "Fire!" he called out, releasing a small ball of flame at the living wood. It impacted and the wolf's 'skin' began to sizzle before the dampness in the air stopped it.

Again, Zack and the wolf clashed, Zack's sword impacting against the Timberwolf's teeth. "Gotcha," he said. "Bolt!" With that, a bolt of lightning fell, drawn to Zack's sword which acted as a lightning rod. The shock hit the sword, discharging it into the wolf. While it was made of wood which weakened the spell lightly, that didn't mean it couldn't burn. The wolf backed away, swinging its head in pain as smoke bellowed from its mouth. It blinked a few times before opening its jaws in a roar.

No sooner had they opened than a ball of fire landed in them, burning the wolf from the inside out. As it fell to pieces, Zack lowered his raised hand from which he had launched the ball. He then turned to see how Twilight and Rainbow Dash were doing.

They were both pinned down by their wolves, each ones' breath hot against the ponys' faces. As Twilight looked into the jaws of death, or more accurately, the jaws of the timberwolf, she waited for the end to come.

"Limit Break! Angel's Revenge!"

Before she knew it, she saw a flash of white light and Zack go flying through the beast. It broke apart, sending wood chips in all directions.

As Twilight stood up, she saw that Rainbow Dash's wolf had also been blown apart. She looked to where Zack stood a few yards away, his energy wings sinking into his back. He turned to the two ponies, a look of fear and anger on his face. "What were you thinking letting those things overtake you? Couldn't you have used some kind of spell, Twilight?" he said.

Twilight was taken aback by his words. "I-I don't know," she stuttered. She honestly had no idea how the creatures had overtaken her. One minute, they were charging, the next, she was pinned down. She barely had time to react.

"Never mind that," came Zack's reply. "We should get out of here. If there are more of these things, then I can't risk you two getting hurt." Before he could call for Spike to tell him that they were leaving, he saw five timber wolves step from the shadows.

"Uh-oh," began Twilight with regret in her voice. "I may have called more than I meant to."

Groaning with annoyance, Zack started casting Fire over and over again, launching balls of fire at his enemies. They exploded on impact, blowing them apart with just a couple of hits. He latched his sword to his back and turned around to see the shocked faces of Twilight and Rainbow, staring in awe at what they just witnessed. "What?" asked Zack, confused.

"You just killed those timberwolves with a few shots!" shouted Rainbow. "That was so awesome!"

"Oh relax. It was nothing," said Zack humbly.

"I have to admit, that was pretty cool," said Twilight. She turned around to see the rock that Spike was hiding behind. "Alright Spike, time to go."

No answer.

"Spike?" asked Twilight again.

Twilight stepped around the rock to find that Spike was gone. With panic in her eyes, she began to search the trees and the ground from where she stood, desperate to find him.

At last, she saw him in a tree, but he was being held by something. Something she thought Princess Cadence and Shining Armor had dealt with at their wedding. "Changeling!" she yelled, drawing Zack and Rainbow's attention.

Zack looked up in the trees to see a pony filled with holes, its long teeth and insect-like wings glistening in the dim light, holding a struggling Spike in its mouth by his tail. Not wasting a second, he drew his sword again and jumped into the tree, swinging the giant blade with all his might.

The Changeling easily dodged, what with it being so small, and bucked Zack in the face, splitting his face open with a large cut. Zack impacted the ground hard, his eyes snapping open when he landed.

As he tried to clear his spinning head, he could make out the changeling flying away through the trees. "Oh no you don't," he said out loud. Jumping to his feet and wiping the blood off of his cheek, he started chasing the creature on the ground as it flew above him through the trees. He easily cut through the dense plant life that continued to block his path.

"Wait!" shouted Twilight. Both her and Rainbow Dash had a hard time keeping up as they weren't used to the terrain of the forest. They soon fell behind, but continued to follow the path of torn plants.

After chasing the creature for a few minutes, Zack saw a stone structure coming into view which the creature flew toward. To him, it looked like a castle. He quickly crossed the bridge that covered a large gorge and continued to sprint there. He was interrupted by two natural wolves. "Ugh, I don't have time for you!" he yelled.

They launched at him with full force, their claws unsheathed and glowing red with magic. Zack blocked one of the wolves while the other cut his side open. The cut wasn't fatal, yet it did cause him to lose some blood, the thick substance splattering onto the grass.

Zack winced in pain but continued to push against the wolf he had blocked. "Fire!" he yelled, blasting the wolf in the face with the spell. The wolf was launched away from Zack to crash into the ground.

Zack managed to turn around in time to block an incoming attack from the wolf that had clawed his side, his blade stopping the wolf's incoming teeth. Zack pushed his sword into the wolf's mouth, the blade slicing the wolf's gums. It jumped back in surprise, blood now flowing from its mouth, creating a chilling sight as it hobbled toward Zack.

Zack shivered for a second before pressing his attack against the wounded wolf, its claws guarding his advances with his blade. The wolf managed to falter for just a second, long enough for Zack to swing his blade clean through the wolf's neck. The body fell, motionless in the grass.

He turned around to see the still form of the other wolf, assumedly burned to death by his fire spell. After confirming the kill with a slight kick to the still body, he looked up toward the castle. He could just make out the changeling flying through a window in the tallest tower. He sighed as he said, "Why do they always pick the highest spots?"

He fell to the ground, clutching his side which continued to bleed. Twilight showed up as soon as he fell. She quickly ran over to him, pulling out a small, green materia and infusing it with her magic, causing its energy to flow over Zack's wound and mend it.

"Where did you get that?" he asked, standing up slowly.

"One of those timber wolves dropped it when you blasted it apart. Why? Does it matter?" asked Twilight.

"Based off of your answer, yes, it does. Why would one of those wolves have a Cure materia inside of it?" He suddenly broke from his thought and remembered what had just happened. "Quick! Spike is in the tallest tower of that castle!" Before anypony could respond, Zack latched his sword to his back and began sprinting toward the castle's giant double doors, Rainbow Dash and Twilight doing their best to keep up.

As the group arrived, Twilight used her magic to open the doors faster, allowing Rainbow and Zack to charge straight in. What they saw made them lose most of their morale. Inside was an army of over 300 changelings, their slender, black forms easily visible against the white stone walls. Everyone's jaws dropped as they looked at the impossible challenge that stretched before them in the castle's entrance hall alone.

Zack shook his head to clear his thoughts. "Both of you, run!" he called out to Rainbow and Twilight. "There's too many of them! You need to leave and get back to Ponyville so you can warn someone! I can get Spike back, but you both need to run."

They both stepped up next to them as Twilight said, "We won't back down this time, Zack."

"Yeah," agreed Rainbow Dash. "Spike is in trouble, and we won't abandon him."

Zack groaned and said, "Is there really no arguing with you?"

"Hey, I won't leave my friends behind," said Rainbow as she picked at the floor with a hoof.

For a few moments, both sides didn't move, neither one wanting to make the first mistake. Finally, Twilight cast a spell that caused part of the castle floor to rise up under a section of the changeling army, sending unprepared changelings into the air to come crashing down onto their comrades. With that, both sides launched at each other.

Twilight and Rainbow stood back to back, defending each other from the incoming changelings attacking from all angles. Twilight used her magic to create shields and materia to create damaging spells such as fire and ice while Rainbow bucked any changeling that dared get too close.

Zack simply charged through the crowd, letting his blade slice through any changeling that was unlucky enough to be in front of him as he pushed through the army. For a creature that could copy any living being, they were notably weak. Also, they seemed to be doing very little copying. This puzzled Zack, for he guessed their ability from their names.

After reaching the other end of the army, the changelings began to converge on Rainbow and Twilight. Zack looked toward the next set of doors where another changeling, noticeably bigger than the rest, stood watching him with her piercing green eyes. "He said you'd be strong, but I didn't expect this," she said in a cool, calm tone.

"It's really too bad," she continued, "that I didn't get a chance to assimilate your power as well. But I guess this will just have to do." Zack watched as her body became cloaked in a dark energy, her form visibly shifting through the tornado of darkness surrounding her. When the twister slowed to a stop, Zack stared in shock at what stood before him.

The changeling had become an exact copy of him, even copying his buster sword, give or take a few extra holes littering the weapon and the changeling's new body. "Oh, and look at that," the copy of Zack spoke, still using the same voice. "I managed to sneak in the full power of your materia too."

With that, she summoned a bolt of lighting on Zack, striking him with plenty of force. As he staggered backward in just enough time to block the changeling's sword strike, he asked through gritted teeth, "Who are you?"

"Queen Chrysalis, Queen of the changelings!" the creature shouted, teeth bared.

Author's Note

Zack's gloves, if you remember, are made of leather with insulation. That's why, when Zack drew the lighting to his sword to shock the wolf, it didn't shock him as well.

Chrysalis had the chance to copy Zack's power after meeting with Sephiroth. Secretly, she probed into his memories, trying to salvage anything useful. What she found was the memory of Zack at full power. However, she never had time to copy his form and perfect it. She was able to create a rough copy, which is what she transformed into.

Zack vs. Chrysalis

Zack pushed as hard as he could, forcing Chrysalis back into the air. As she went flying back, she launched a ball of fire down onto Zack, the heat nearly singeing his eyebrows.

After guarding the attack, he turned around for a second to see how Rainbow and Twilight were doing. He was surprised to see the room empty of any sort of life. He turned around to block another ball of fire from the still hovering Chrysalis.

"Zack, this is Twilight," a voice spoke in his head.

"Twilight? Is that really you?" asked Zack out loud, confused. "How are you talking to me?"

"It's a basic communication spell. It helps unicorns speak to each other over long distances," she explained. "I've lured the changelings outside so that none of them will attack you while you're dealing with Chrysalis. Rainbow and I are fine. Just focus on your fight." That was all he needed to hear.

Chrysalis was shocked at how quickly Zack stopped blocking and started attacking, landing blow after blow against her copy of the Buster Sword. She back away, then jumped over him to land at the exit doors of the long chamber. Now, Zack stood on one end while Chrysalis stood at the exit of the castle.

They rushed towards each other, arms braced for the impact of the swords. Sparks flew as metal struck fake metal, the two forces grinding against each other. Zack broke away, then dove forward again, unleashing strike after strike against Chrysalis and weakening the changeling queen.

Noticing her rapidly decreasing strength, she discharged a bolt of lightning into Zack's chest, launching him back and stunning him.

He stood as straight as possible, he could barely move his arms which seemed to be stuck in their positions. He was helpless as Chrysalis charged at him, her fake buster sword surrounded in fire by application of a well placed fire spell at the base of the massive blade. Zack made a mental note of the technique.

"Limit Break!" she screamed. "Inferno Sword!" She did her best to unleash a killing move in the same style as Zack, hoping to copy his full power.

In a flash, Chrysalis was behind Zack, her fake sword outstretched with the fire missing. A few seconds passed with nothing happening.

Suddenly, Zack's shoulder split like a cherry, his blood flying in all directions. He fell to the ground, his skin charred from the sword's fiery cloak. He barely managed to pull himself back up, only to be knocked into the air by the blunt edge of Chrysalis' blade.

In mid air, he spun around in time to block another wave of strikes from the copy of his sword, still shaking inwardly after taking the large blow to his shoulder.

Both combatants fell back to the ground, Zack regretting not asking Twilight about healing items such as potions. "Man, do I wish Aerith were here right now," he said to himself. "I could really use her healing spells." Then, he remembered something. It felt more like a gut feeling than an actual memory, as if he was remembering a skill subconsciously.

"Limit Break!" he yelled with the strength he had left. He could see Chrysalis flinch, showing her fear that Zack could still use a limit break in his condition. "Healing Wave!"

Without any control, the words flowed from his mouth as if it were natural instinct. Suddenly, he felt his shoulder sealing itself as magic flowed around him from the technique. "What..?" he said to himself, surprised that he was using his variation of Aerith's skill.

In no time, he was back to full strength, ready to continue the fight with Chrysalis. He decided to debate the recovery of the move later. "But-but that's impossible," stuttered Chrysalis. "You shouldn't have been able to stand after that blow, much less unleash a limit break."

"Oh, I think you'll find I'm full of surprises," he said as confidence filled him. With that, the two forces collided again, this time with Zack taking the upper hand and forcing Chrysalis onto the defensive. Before she knew it, Chrysalis was pushed to the defensive as she tried desperately to block Zack's quick and effortless strokes which were quickly increasing in force.

After a few more blows, Zack finally broke through Chrysalis' guard. Taking one final burst of energy, Zack did something that no sane SOLDIER member would do if he valued his life. "Limit Break!" he called out once again, already feeling the drain on his body increase to dangerous levels. "Chain Slash!"

He charged toward Chrysalis who had staggered backwards, swinging his sword with perfect stokes. The first four landed in the same place on Chrysalis' body, all across her midsection with the final one following suit. However, the final blow ended it for good, completely removing the top half of the changeling queen, the majority of her body flying behind Zack with black and green blood trailing through mid air.

As Zack stood straight up from his finishing position not two yards away, he turned his head to the right ever so slightly. "Game over," he said slyly before staggering toward the castle doors. He couldn't help but inwardly cringe. It sounded good in his head, but as soon as it came out of his mouth, he realized how strange it sounded.

As he stepped into the sunlight in front of the castle, or at least what passed for sunlight in the Everfree Forest, he saw a scene of death in front of him. Rainbow Dash and Twilight had spared none of the changelings, though they had killed the creatures without staining the grass with gore. It seemed that they had all been simply bludgeoned to death, either from hooves or some other force.

Twilight looked up from the final dead changeling to see Zack standing there, his body covered in black and green blood. She rushed over to him to check on him. "Oh Celestia," she said as she looked him up and down. "Are you okay?"

"No, not at all," he said, a grim look on his face from the deed he had just committed. He had killed a ruler of some sort, and a powerful one at that. It wasn't just some weak foot soldier.

"What's wrong?" asked the purple alicorn.

"For starters, I could very easily die in the next few hours, but that's not important. Where's Spike? Did you get to him?" groaned Zack.

"Thankfully, yes. While I held off the changelings for a few minutes, Rainbow flew up to the tower to save Spike." Zack finally noticed the purple dragon sitting behind Rainbow, a ghost of a stare on his face.

"Good. Then we should probably get back to the library now," said Zack, visibly trembling with sweat pouring from his head.

"Why's that?"

"Because I pushed myself too far in my battle. Way more than even a SOLDIER's body can take, and that means I could collapse at any minute." He suddenly gripped his side and gritted his teeth in pain. "We have to hurry," he managed.

Twilight simply nodded, instructing Rainbow Dash to carry Spike while she carried Zack with her magic. They soon took to the skies, Spike holding on for dear life to Rainbow and Twilight using her levitation magic to carry Zack next to her in flight.

In a matter of minutes, the group arrived back in Ponyville, flying as fast as possible to the library to put Zack quickly to bed, his body already radiating heat from a fever.

Rainbow arrived first at Twilight's balcony, opening the glass doors for the alicorn and her cargo. Before long, Zack lay in Twilight's bed with an ice pack on his forehead, breathing heavily and in short bursts.

"What do you think's wrong with him?" asked Rainbow Dash, concerned for her new friend.

"I don't know," replied the alicorn honestly. "My guess is that something happened to him during the battle with Chrysalis and he's feeling the side effects now."

"If that rotten cheater poisoned him, I'm gonna buck her in the face!" shouted the pegasus. Twilight nodded in agreement.

"That would work if we could leave Zack here unattended. However, his condition is rapidly worsening and I don't think I can take care of him on my own. Are you willing to stay here with me in the library for the next few days to help me watch him?" asked Twilight as she glanced at Zack again.

"Sure. Anything to help out, Twi," responded Rainbow with a salute.

"Then it's settled." said Twilight as she turned toward the stairs. "I'll go grab the sleeping bags. He'll be using my bed for now." With that, Rainbow Dash and Twilight headed back downstairs to prepare a sleeping area for the next few nights. They had a feeling that there would be a long set of days ahead of them.

Author's Note

The reason for Zack becoming sick after two successive limit breaks will be explained more in the next chapter.

Preperation

As Zack slowly opened his eyes, he found himself lying in a very comfortable bed. He tried moving his arms and legs, but to no avail. He couldn't even move his neck. It seemed that the only part of him that would listen was his head.

"Twilight?" he called out dryly. "Are you here?"

Before he knew it, he heard Twilight's voice next to the bed. He looked over to see her sitting on a stool. "I'm here. How are you feeling?" she asked.

"Well, besides the fact that I can't move my body, I'm doing well actually," he responded with a chuckle.

"That's a relief," said Twilight returning the gesture. "What happened to you?"

"Oh right. I never finished explaining," he began. "When a SOLDIER member like me, or any of my enemies for that matter, are damaged enough, we can unleash an attack called a limit break. They're extremely powerful and have a wide range of effects. One of the two that I used during my battle healed me."

"The reason I'm stuck like this has to do with when and how limit breaks are used," he continued.(1) "Different members of SOLDIER use different methods of activating limit breaks, usually depending on how much energy they can afford to use at a time. For me, I used to use what was called the Digital Mind Wave, or DMW for short. It relied completely on luck while tapping into extra energy reserves that I had. However, the method I've been using since I arrived is based on how much damage I receive from different attacks."

"The main flaw with it is that I build up energy by taking damage, forcing me to wait until I'm badly injured most of the time."

"I still don't see how that relates to your condition now," said Twilight with increased curiosity.

"I'm getting to that," replied Zack. "This also means that if I try to use a limit break before the energy is built up, then I have to fuel it with my own personal cache, and that rapidly wears on my body, especially since I'm infused with MAKO energy which boosts my energy output."

"Okay, I think I'm starting to get it," said Twilight, trying to put the pieces together.

"That's good, because I really need you to understand that before you try what I did." That answer took Twilight aback.

"What makes you think that I'll try to use a limit break any time soon?" asked Twilight.

"Because, I can see it in your eyes." A pause filled the room. "I noticed it when we fought those changelings. You were willing to do anything to save Spike, even kill if you had to. I've seen those eyes before in a very dear friend of mine." Zack's mind drifted momentarily to Cloud. How is he doing? Maybe he killed Sephiroth. Wait. Then why would Sephiroth be in Equestria? It's confusing, but maybe that's why Sephiroth was in Equestria. After all, I arrived after I died so why couldn't Sephiroth?

"I know that willingness to do whatever it takes to protect the ones you care about." continued Zack. "Just don't let that protection take you too far down a road that's less traveled by for a reason."

"What?"

"Oh, nothing, Twilight," said Zack, eager to push the conversation forward. "So, how are you with a sword?" The question seemed out of nowhere, but Twilight answered anyway.

"Well, beyond using my magic to swing it admittedly recklessly, I'm not good at all."

"Then use mine," said the wounded SOLDIER. "I'll be out of commision for a while, and unless you think that you can take on Sephiroth with just a few pieces of materia and your bare hooves, you'll need a weapon. You can use my sword to practice the basic technique. Just make sure that you use your hooves instead of your magic. Thinking of the sword as an extension of your own body can help you master it."

"Master it? You really think I have what it takes to do that in such a short time?" asked Twilight.

"Well sure. You've got the determination to protect what matters. What else do you need?" asked Zack with a grin. That gave Twilight confidence. A new threat had found its way into Equestria, and it had help from the changelings. Twilight knew she would need everything available to her if she was going to win this time around.

"Alright. I'll do it," she said, ready to begin immediately.

"Hold your hor- I mean, hold on." Zack had to catch himself before he said anything stupid. "I'll need to give you some instruction so you don't hurt yourself. It's a big weapon, and if it's not handled correctly, then it could be dangerous for you, especially since you've never held a weapon without use of your magic."

"True," said Twilight, the excitement fading from her voice. "When will you be able to move again?"

"Hopefully tomorrow. I won't be able to spar with you for a week or so, but it'll give you plenty of time to practice."

"Spar?" said Twilight with a nervous gulp.

"Or course," said Zack matter-of-factly. You have to get some real practice in. You can't just imagine fighting an opponent the whole time." Twilight got nervous as she imagined fighting Zack after only a weak of practice.

"So what, did you two forget all about me?" asked a voice from behind Twilight. Without even seeing the mare, Zack knew who stood behind Twilight from her voice.

"Rainbow Dash! How are you doing?" asked Zack.

"Better than ever!" she cheered. "I even got in some practice with that sword of yours."

"Wait, you what?!" asked Zack, starting to panic. "That sword is extremely important to me! Why didn't you ask my permission?!"

"Well, you were sleeping and I didn't want to wake you up. Besides, you just told Twilight that she'd need more than just her hooves and some magic crystals to beat that other sword guy."

Grunting with annoyance, Zack pushed the use of his sword without his permission from his mind. Instead of trying to scold the mare, he thought of something else. "Hey Rainbow, have you ever thought about using a spear instead?"

"I did do some jousting once," she said proudly.

"How did you like it?"

"It was awesome! Even if I was up against Fluttershy, I still felt like I was invincible," she said, replaying the scene in her head.

"Then I might have something that you'll like. Once I can move again, I'll give it to you," said Zack.

"What is it?" asked Rainbow impatiently.

"You'll have to wait and see. You've gotten the hang of using my sword though, right?" asked Zack.

"Yeah. Why?"

"Would you mind showing Twilight here how to hold it without hurting herself?"

"Sure! Come on ya bookworm!" said Rainbow Dash as she grabbed Twilight by the hoof and dragged her downstairs. Twilight grabbed Zack's Buster Sword on her way out the front door, still being dragged by her pegasus friend.

Oh thank god, thought Zack. Peace and quiet. Zack reoriented his head so that he was facing the ceiling before shutting his eyes and drifting off to sleep.

/)*#*(\

"Chrysalis, I thought you said that you could kill Zack. Why are you in pieces?" asked Sephiroth mockingly, sitting in the grand hall of the castle that the changelings had taken.

"That fool was too quick for me. He messed up though. He tried to use two limit breaks in a row," she said as blood continued to drain from her body.

Sephiroth chuckled to himself. "Did he now? Then if he's still alive, he'll be a broken man. Now's our chance to destroy that town of theirs." Sephiroth stood up from the throne in the castle. "Revive your changelings, Chrysalis. We're going to crush that town under an army."

Sephiroth drew his sword and held it high, igniting the tip with a fire spell to create a bright torch as the light reflected off of his blade and arced around the giant room. The light danced its way across hundreds more changelings that lined the walls. All of them were of higher rank and ability than their fellow changelings that had fallen before them, and they had a lust for blood. A massive battle cry echoed through the Everfree Forest, chilling the blood of any pony who happened to stray too far from town and close enough to the castle of the Everfree.

Author's Note

(1)The following is pure speculation on my part. However, it makes sense because of how it fits into the FF7 combat system (having to wait until taking x number of hits until a limit becomes available).

Loss

Zack dodged to the side as a fireball landed where he stood only moments before. He gripped the handle of the Buster Sword tightly before lunging forward to bring the hefty blade down on his opponent. Twilight easily blocked and spoke to Zack as their blades ground together, showering them with sparks.

"So, would you say I've improved?" challenged Twilight.

"Without a doubt," said Zack sarcastically with a smirk.

"Hey!" Twilight protested as she used her magic to give her blade an extra push, forcing Zack to jump back in retreat.

Twilight had struggled at first with Zack's sword, so he ordered one from the griffons across the sea as soon as he learned about their ability to forge weapons. Zack had given her pointers from the sidelines for the first few days, unable to completely engage her in combat or give her any real instruction. As soon as he had recovered enough, he began to teach her how to swing the sword quickly but efficiently, doing his best to be patient with the mare as she struggled to hold it.

Eventually, he had taught her to swing in such ways that she could string together her attacks to form combos. She used these techniques whenever she could, realizing their power when she had accidentally cut through a tree.

Now, in just one weak, Twilight was nearly matched with Zack. She really is something else, thought Zack. The two came together again, striking at each other hard and trying to break the other one's guard for just long enough to land a hit. Both sides stayed evenly matched, until Zack changed his attack pattern.

Jumping back from Twilight's successive strikes against his sword, he began to charge up his materia. When he was ready, he yelled, "Fire!" A ball of flame launched from his hand, striking Twilight's sword with extra force and causing her to falter. In that second, Zack knocked her to the ground with the flat side of the buster sword, jumped on top of her, and held the massive blade up to her throat.

"Fine, you win," groaned Twilight through her heavier breathing. Zack jumped off of her and hooked his sword to his back. He then helped her off the ground and they went back inside the library. They grabbed some green tea, then sat down in the main room on the couch.

"You're getting much better," said Zack.

"Thanks. I've been practicing at night, too," said Twilight as she took a sip.

"So, how's Rainbow Dash been doing with the spear I gave her?" asked Zack.

"Surprisingly well. One thing's for sure. She could knock you out with a few hits," said Twilight playfully.

"When have you had time to spar with her?"

"Mostly at night."

"Ah," said Zack as he took a sip of his green tea as well.

Suddenly, the TV in the main room turned itself on as a news flash came on screen. "Citizens of Ponyville, stay inside of your homes," came a voice from the box. Mayor Mare stood in front of the camera personally addressing the city. "Changelings have attacked Sweet Apple Acres and we have reason to believe that they are coming to town next. I repeat, everypony, stay in your homes." Of course, Zack and Twilight weren't about to listen. They grabbed their gear and rushed out the door, leaving Spike sleeping upstairs.

As they stepped outside, they found that the town was empty apart from a few pegasi in the skies and a couple of townspeople who apparently hadn't gotten the memo. A rush of wind and a quick look to the left of the library door revealed Rainbow Dash standing next to Twilight on Zack's left side. "I came as soon as I heard," said the cyan mare.

Zack finally noticed the weapon that was on Rainbow's back. It was the spear that Zack had given her, yet there was something different about it. The weapon looked the same and when Zack held it with Rainbow's permission, it weighed the same. Yet, there was still something that Zack couldn't quite put his finger on. He dismissed the thought in favor of the current situation.

"Good. We'll need all the help we can get," replied the SOLDIER. "The changelings will show up soon and I'll need your help on air defense. Twilight, you're with me. We're gonna take a look at that farm that got attacked." Twilight and Rainbow both nodded their understanding and Rainbow immediately took off, leaving Zack and Twilight alone again.

Zack began to run in the direction of the farm with Twilight close behind. It was mere minutes before the sound of hundreds of insect-like wings could be heard clearly in the mid-day air. Before anypony realized what was happening, the changelings had begun their attack, dive bombing shops and stands, destroying buildings, and attacking innocent ponies. A few brave townspeople had left the relative safety of their homes with weapons, doing their best to fight off the attackers.

Zack looked at the town's defenders and donned a smile of victory. "Let's keep going to the farm, Twilight. The townspeople have the changeling problem here covered." Even as he was saying these words, he saw changelings beginning to fall from the Ponyvillians' resistance.

"Right," responded Twilight, excitement lining her voice. This was her chance to prove herself in a real battle with her new skills. She wasn't about to let Zack down.

A few changelings tried to stop Zack and Twilight on their way to the farm, but they only succeeded in being cut clean to pieces, not leaving even a speck of blood on the road.

When Twilight and Zack arrived, what they saw horrified them. The Apple Family barn was on fire, its contents of stored apples burned to a crisp. As they watched the fire raging, a single word rung out over the burning property. "Octaslash." Zack knew the word all too well. Before he could react, the barn was lit up with eight white, straight lines across its surface. A second later, the barn exploded, sending chunks of red wood in all directions along with a tsunami of smoke and dust.

When the mess cleared, Zack had to blink his eyes furiously to clear them. As he looked out at the Apple Family property, his jaw dropped. Every last apple tree had been destroyed, along with the family house. He saw no signs of life amidst the ashen remains of what was only hours ago fertile acres of land in Equestria. His eyes continually swept the horizon, his brain unable to fully process the complete destruction he had just witnessed.

He felt something touch his shoulder. He turned his head to see a purple hoof on his shoulder plate. As he continued to turn, he saw Twilight, her head down and tears flowing from her eyes, hidden by her mane.

Zack gained a new resolve. Sephiroth had already hurt enough people. But to go forward and destroy a whole farm? And for what? What was Sephiroth's goal? As he thought of the destruction of the rich orchard, he was reminded of Angeal and his love for the Banora White 'dumb apples'. As the memories flooded back to him, his hands clenched into fists. I'm not about to let any more ponies get hurt because of that demon's unstable mind, he thought. "Come on Twilight. We need to get ready."

"Ready, *sniff*, ready for what?" she said through her sobs.

"Revenge."

/)*#*(\

Sephiroth walked into the main hall of the old castle in the Everfree forest. As he approached the throne on the far side, he took note of the number of changelings lining the walls. There were much fewer than before. "So how did it go?" asked Chrysalis, hanging upside down inside of a pod that was slowly regenerating her body.

"Perfectly. Now, we just wait for the prey to take the bait," said Sephiroth slyly.

"And you really think they'll fall for it?" she hissed.

"We need the other five, and there's no doubt that they'll bring their friends."

Chrysalis couldn't help but smile inwardly at how clever Sephiroth was. Or at least, how he was acting. She could never be too sure with him. She just hoped that he hadn't discovered her deception.

Author's Note

Yeah, I know. It's a bit of a short chapter, but I needed to update the story as I haven't been working on it for a while.

Revenge

Author's Note: I should mention that in this chapter, there are some very gory descriptions. Just a fair warning to those who may be affected by it.

Zack and Twilight began to pick their way through the destroyed crops, barn, and Apple Family house in an attempt to find any sign of life. When they got to the destroyed house, they thoroughly searched it. Tables were destroyed or on fire, the whole top floor was missing, and the family room had been reduced to a few dying cinders.

Twilight and Zack dug through the remains furiously to find any of the Apple Family that happened to be trapped inside. Finally, Twilight uncovered a large, red work horse under a pile of debris. "Big Mac!" she yelped, slightly startled before she began to help him up. "Where's the rest of your family?"

Big Macintosh coughed several times before answering. "Apple Bloom is on a trip to Manehattan, *cough* and Granny Smith was visiting the town. Applejack, she was out in the orchard..." Twilight's heart dropped and she rushed from the remains of the house, followed soon by Zack.

"Where is everyone?" he asked.

"Everyone's okay except for my friend, Applejack. She was out in the orchard before Sephiroth destroyed everything." She spat the last few words in disgust as she kept running, jumping and dodging her way through and around fallen trees and splintered wood.

Twilight suddenly stopped and her horn began to glow. She shut her eyes and stood still, not moving or, from Zack's perspective, breathing. "What are you doing?" he asked.

"I'm using a detect life spell. If Applejack is," she gulped, "still alive, then this spell will help us find her." A bright purple glow popped into existence over the next hill. "There."

Twilight and Zack ran over the hill and found more destruction in the small, natural valley. It seemed that despite the crest of the hill, the destruction had spread beyond. Carefully, they picked their way down the hill and into the bottom of the valley.

After searching and digging through debris, Twilight heard long, wheezing breaths coming from a few yards away. "Zack! Over here!" she called. Zack joined her as they inspected the sound. Twilight and Zack simultaneously cringed at what they saw.

Stuck into a tree, impaled by a piece of wood, hung Applejack, her blood draining onto the ashen grass. She was barely breathing and the wooden spike had impaled her through her midsection. Twilight stifled a sob while Zack ran over to Applejack and, making sure not to pull the wooden spike out of her, pulled her out of the tree and set her down. More blood spilled onto the grass when she touched the ground, eliciting a cry from Twilight. Applejack let out a weak wince as she touched down. "Twilight?" she managed weakly, her eyes flickering and weak.

"It's okay, AJ. I'm here," she said as she knelt beside her friend.

"Twilight, that... thing. He-he-h-" Applejack coughed up a mess of blood and it fell on the wooden spike. "He came from the forest,... and he *cough* said that he was gonna kill everypony. I tried to stop him, but..." She slowly motioned for Zack to lift her up. He put his hand on her back and immediately pulled it away. It was stained with blood in a long streak across his hand. "He got me, Twilight."

Applejack started to shut her eyes slowly. "No. Applejack no," said Twilight desperately. "Don't shut your eyes. Stay awake. Stay awake, damn it!" she screamed. AJ's eyes shut and she fell limp, her blood continuing to pool around her in the grass as she lay in Zack's arms. "No," said Twilight through her sobs. "I won't give up, and I'm not letting you give up either!" She focused her magic into her horn and activated a hastily crafted teleportation spell.

Zack's head began to spin as a purple vortex engulf him. It slowly cleared and he found himself in the lobby of what looked like a hospital. Twilight started yelling for help and a group of doctors and nurses rushed into the lobby with a stretcher. They carefully took Applejack out of Zack's arms and set her sideways on the stretcher before carrying her off to the OR.

A nurse returned with a large towel for Zack to wipe his hands off on, and left when he had finished. Twilight was crouched in the middle of the floor and Zack knelt down to comfort her. "Twilight," he began before being cut off.

"Don't even speak to me right now," said Twilight coldly. "You have no idea what I'm going through and if you don't shut your damn mouth, then I'm going to-" She was cut off as Zack's fist connected with her face, knocking her onto her back and eliciting a gasp from the few ponies that were taking shelter in the lobby.

"I have no idea what you're going through? Did you forget who you're talking to? I've had friends that have lost their lives defending others." He briefly remembered Angeal as he yelled at Twilight. "I've watched them die my arms when there was absolutely nothing I could do to help them. If you really want to fight for those who can't protect themselves, then you'll have to get used the fact that you'll suffer losses!"

Twilight laid back on the ground in shock at the lecture that she was receiving, but her face didn't show it. Her expression was blank as she listened to Zack shout at her.

"That's what being a soldier is. Sacrifice. If you can't handle that, then I guess I'll have to deal with Sephiroth and the changelings alone."

He suddenly stopped his rant and walked past her towards the door, stopping for a second as if he was going to say something more, but instead walked out into the street where changelings were still trying to attack the houses. He rushed out and put all of his anger into his assault against the changelings that remained, cutting them into ribbons as they flew at him.

Meanwhile, Twilight picked herself up off the floor of the hospital's main entrance. She began to think about what Zack said. Sure, she could lose Applejack right now. It was tearing her apart inside. But what about Zack? She knew he'd been part of a group called SOLDIER. That should have made it obvious that he had suffered losses far greater than her. She'd never lost anypony before, yet she was so quick to snap at him for 'not understanding'. I'm a fool, she thought to herself.

"Um, Miss Sparkle," came one of the surgeons from behind her. Twilight turned to him and did her best to compose herself before responding.

"Yes?"

"We've done all we can to help your friend. She should live, but it could take next to a year for her to recover physically and maybe even psychologically, depending on what she saw. She hasn't spoken much, but from what we can gather, she must've seen something horrible."

"Thank you," responding Twilight, doing her best to hide her emotion. She drew her sword from her back with her magic and turned to the door of the hospital.

A stallion spoke up from the civilians that were taking shelter. "You're not going out there, are you?" he asked, his voice shaking. "You'll get yourself killed."

Twilight ignored him and started walking, pushing right through the doors and out into the fray. What she saw chilled her to the bone.

Gore lined the streets and burning buildings, the town covered in the remains of hundreds of changelings. Dead ponies were sprawled in the streets, their blood still flowing onto the dirt. Ponies knelt over the corpses of their loved ones and agonized wails filled the air. Few changelings were left flying, though they continued to drop things on survivors and attack shops that hadn't been completely destroyed.

From a few blocks off, Twilight suddenly heard the screams of several changelings pierce the dust and smoke-filled air. Immediately, she charged off in the direction of the screams at a sprint, surprised at her sudden burst of energy, but running none the less. When she arrived, she found a horrific sight.

Zack stood in the middle of the street facing away from Twilight, his clothes and sword covered in dark green blood and what looked like chunks of changeling. All around him lay the bodies of the changelings he had killed, most of them in pieces with blood still leaking from them. Twilight could see his shoulders rising and falling as he breathed heavily.

But neither Twilight nor Zack moved. They both just stood there.

Silence fell over the streets like a shroud as the remaining changelings left, their destructive goal met. The town had been completely destroyed. Few houses remained, on fire or rarely still standing, and the bodies of fallen ponies and changelings alike lined the streets. Citizens of Ponyville who not a day earlier were buying and trading, breathing and living had now died in coldblooded murder. They had died doing what was right; defending their homes against an invasion from an unstoppable threat, one that they could not hope to match. This realization struck Twilight as she stood in the gore filled street and continued to stare at who she thought had been one of the nicest people she'd ever met, despite him being an incredibly powerful and skilled alien.

And now, she saw what Zack truly was. A killing machine, bread for combat and brutality toward his enemies. As the SOLDIER turned to face her, Twilight found the coldest look of hatred in his Mako-infused eyes. The longer she stared, the more certain she became that she was looking into the seventh ring of hell itself, a neverending inferno of pain and suffering just waiting to be released.

She also began to realize that she was much the same.

Back in the Everfree Forest, she had killed changelings. Granted, she'd done it to save Spike, but she had never killed anything before that. Despite how horrible and evil Changelings were, they were still ponies. They still had only one life to be lived, and she'd taken that from them. Twilight suddenly dropped to ground, looking off into space as she ran her actions through her mind, not wanting to believe what she'd done. She almost choked as she thought:

I killed somepony. So many are dead because of me.

She drooped her head in shame as she continued to think about what she'd done when she suddenly felt fingers touch her shoulder. When she looked up, she saw Zack staring into her eyes, but gone was the absolute hatred and lust for death she'd just witnessed. In its place was a look of sympathy, of understanding, and most of all, of compassion.

"I've put you through a lot, haven't I," he spoke in a soft tone. Twilight didn't move, but continued to stare into Zack's eyes.

They were suddenly torn apart as a golden beam of light blasted Zack away from Twilight, sending him hurtling through the air and into the dirt down the road. Twilight immediately spun to confront Zack's assailant, appalled at what she saw.

"Princess Celestia?!" she gasped as she stared at the princess of the sun, her horn sizzling from her recent magic discharge. Accompanying her were five royal guards wearing gold and silver armor. Celestia herself was dressed in golden armor while her wings had blades attached to them for close quarters combat.

"Go to Canterlot and take shelter with Luna, now!" ordered Celestia. Her guards stepped back as she flared her wings and the blades with them, which now shone with various kinds of elemental magic. Among them, Twilight recognized magic that was designed to poison, cause near immediate death, and even turn to stone what it came into contact with.

"I don't understand," stammered Twilight as she continued processing what had just happened. "Why did you attack him like that?"

"I said, GO!" yelled Celestia, her rage reaching its boiling point. Twilight shrunk back, filled with a fear she hadn't expected to be caused by her mentor. When Twilight didn't move, Celestia nodded to her guards who moved towards Twilight and began to drag her off.

The whole time, Twilight remained stunned, unable to formulate a response to anyone. As the guards pulled her away to a golden chariot farther down the road, she could make out Zack struggling to his feet with his massive sword, covered in dirt and blood.

Author's Note

Okay, well that's that chapter. Sorry this took over two full seasons to release, but I've been occupied with another story and have been at a loss for ideas for this one. However, I'm back on track and will be putting out another chapter shortly. :)

Strife!

Zack struggled to stand up, leaning on his sword for support. As his vision cleared, he managed to make out Twilight being taken away by several armored ponies and a white horse in full battle dress. Its wings glowed various colors while its horn glowed gold, possibly to control the magic in its wings. Its mane and tail flowed through the air and looked like a dynamic sunset as it rolled in the wind.

"Is that a changeling?" Zack asked through gritted teeth, though he spoke to no one in particular. Regardless, he could tell that this pony was hostile, so he got into a ready stance and stared down his opponent, gathering as much information on the creature as he could from what he could see.

It was much larger than any of the ponies or changelings he had seen so far and it wore an impressive set of armor, meaning that it was either some kind of special unit or a member of a royal family of sorts. It had a much longer horn than Twilight and it had a much greater wingspan as well. On its wings were long blades, each glowing a different color. Zack recognized the glow as that given off by materia when activated. Using this knowledge, he picked up that his enemy was equipped with fire, ice, lightning, poison, Cure, and esuna materia (that or just another Cure, but Zack found that redundant and assumed his enemy would too). He could also make out the greyish glow of Stone and Death materia.

While Zack was focusing on gathering information, he had not realized that the large alicorn had been talking to him. "I said," spoke the pony in a harsh, female voice, "who are you?!" It yelled as its wings turned red and it fired off a large ball of fire. Zack dodged to his left just in time to avoid the flaming ball of gas that singed the air where he stood only a fraction of a second before.

"Zack, SOLDIER first class!" he shouted back. "And you?"

"Princess Celestia of Equestria," responded the now identified princess. "Why have you attacked my subjects?"

"Attacked them?" shouted Zack as he let his sword sag, filling with rage again. "I'm the only one who's been protecting them!"

"Reports from my spies have detailed a bipedal creature wearing strange clothes and carrying a large sword," said Celestia as she relayed the information she'd received. "This 'man' was sighted in the Everfree Forest and around the edge of Ponyville. Eye witnesses have confirmed the creature to have been at the source of the fire that struck Ponyville a week ago."

"That wasn't me," said Zack defensively, tightening his grip on his sword.

"Oh?" questioned Celestia, raising an eyebrow beneath her helmet. "Do you deny being in the forest and in Ponyville during the fire?"

"No, but I-"

"Then there is nothing more to discuss," said Celestia, cutting him off. "You are a threat to Equestria, and I will protect my subjects to the last!" she shouted, firing off a bolt of lightning from her horn as her armored wings changed to a yellow color. The bolt stuck Zack, but he managed to use his sword to draw it and stop most of the shock through his insulated gloves.

Before Zack could recover from the shock, Celestia rushed forward and brought her swords down on Zack, electrocuting him and knocking him down. He recovered quickly, and as he jumped back up, he swung the Buster Sword in an upward arc, forcing Celestia to back up to avoid being sliced by the massive blade.

"My turn," said Zack as he steadied his sword. He pushed energy into his materia and launched a large ball of fire from his hand. The solar princess cast her own fire to intercept it, destroying both attacks and filling the air with smoke.

Zack was immediately met with more blows coming his way, forcing him to go on the defensive while he waited for the smoke to clear. The only thing that gave away Celestia's position in the smoke was the red glow of her armored wings, now charged with the fire magic she'd used earlier. Using this to his advantage, Zack managed to guard most of the blows and mostly dodge the ones he couldn't.

"Forget this," cursed Zack to himself under his breath. When Celestia swung again with her wings, Zack jumped high into the air, cast Fire into the smoke to clear some of it, and then followed up with a downward jab in the hopes of impaling Celestia from above.

The princess saw this coming and countered by firing a concentrated burst of ice magic at Zack as he came down. When the magic touched Zack's sword, it froze the entire weapon solid, encasing both the blade and Zack's hands in a thick layer of jagged ice. Celestia sidestepped to avoid Zack as he came down, then bucked him across the road and into the dirt, breaking off some of the ice.

"Give in," she yelled to the downed SOLDIER.

Zack struggled to get up and yelled back, "No!"

As Zack finally got to his feet, he found Celestia standing only three yards away, her wings beginning to glow a sick green color. "If you don't halt your attack this instant," she began, "I will be forced to end your existence."

Zack began to back up slowly saying, "Hey, you swung first, lady."

As the distance between them increased, Zack could see Celestia's patience ebbing away by the second, her glare hardening. When Zack stood far enough away so as not to be threatened by Celestia's swords, he readied his sword again, waiting for Celestia's attack.

"Very well then," said the solar princess. Celestia crouched slightly and Zack prepared to guard her attack, but he never saw it coming. Zack's adversary was there one moment, and gone the next. Her image seemed to fade quickly before he heard her voice from behind him. "I'm sorry this problem couldn't be solved another way, but you've left me with no choice. Please, die quickly."

As soon as her sentence finished, Zack's vision blurred red as a gush of crimson erupted in an X across every part of his body. The force of his life blood ejecting knocked Zack off of his feet backwards to land in the dirt which would soon be dyed the same, dark crimson.

/)*#*(\

Twilight gave in and decided to walk behind the guards to the chariot instead of being dragged. She and the group of guards arrived within minutes, and one of the guards spoke up.

"Princess Twilight, please step inside." Twilight didn't move from where she stood. The guards waited, but no response came from the purple alicorn. The guard began to approach her with a hoof extended to guide her in, but as he got close, Twilight yanked the sword off her back and swung it in a wide arc, cutting through the stallion's armor and striking him, but not killing him.

As the guard fell, the others displayed shocked looks at what they'd just witnessed. The others, believing that Twilight had gone insane, armed themselves with their javelins and pointed them at Twilight as they surrounded her.

Without moving, Twilight activated her magic, engulfing the guards and flinging them away from her. As they collided either with the ground or other broken objects around the street, the wounded guard on the ground turned his head and managed to say, "Why, Princess Twilight?"

"I've got a friend who needs me," she said back as the guard passed out. Before charging off to help Zack, Twilight used a low level healing spell to seal the guard's wound so he wouldn't bleed out.

As she sprinted down the streets to get to Zack, Twilight quickly double checked her equipment. She carried an ice, Cure, and double cut material, allowing her to inflict twice the damage with a direct hit. She didn't have any armor, though she still couldn't wrap her mind around a piece of equipment that could protect all of you when only going around your wrist or head, and she still carried her double edged sword.

After turning down a couple of roads, Twilight found what she was looking for. Standing in the middle of the road were Zack and Princess Celestia, facing each other and not moving.

"Oh, thank Celestia," muttered Twilight. But before she could move, Twilight saw Celestia disappear completely before reappearing a couple of yards behind Zack. Twilight stared in puzzlement for a second before watching as blood flew from Zack in arcs across his body. Twilight froze as she watched the SOLDIER get launched back a few feet by the force of his own blood, causing him to land in the dirt and kick up a small cloud of dust.

Without thinking, Twilight immediately teleported to Zack's side to make sure he was okay. As she knelt down next to him, his body now leaking blood in a steady stream, she heard Celestia's voice.

"I'm sorry you had to see that. Please, do not think less of me." Twilight froze when she heard those words. Slowly, she turned to see the princess looking at her from a short distance away, the magic in her wings subsiding as they closed.

"How could you?" asked Twilight in a tone barely above a whisper, though audible enough for Celestia to make out.

"It was in the defense of our nation," said Celestia back. "He will die shortly, and that will vastly weaken the changelings and their army after losing their leader."

"He wasn't leading the changelings," said Twilight, her voice increasing in volume. "He was the only one protecting us from them!" Twilight stamped a hoof into the ground as she finished. "He wasn't the one who started the fires in Ponyville or the one who destroyed Applejack's farm and almost got her killed, or the one who sent the changelings here to begin with!"

Twilight looked down at Zack, who was now lying in a pool of his own blood. She immediately cast a Cure spell on him, sealing his wounds. That's when she noticed his Buster Sword lying next to him in the dirt, partly coated in a mixture of his and many changeling's blood.

Twilight bent over him to pic up the sword, shouldering it and turning to face Celestia. "What are you doing, Twilight?" asked the princess, confused by Twilight's actions. Her expression turned to one of deep concern when she saw Twilight crouch slightly into a fighting stance.

"So that's what you're doing? Raising a sword against your princess; your friend?" asked Celestia, now overcome with sadness. But Twilight didn't change. Her expression hardened even more.

"You've hurt someone dear to me, princess. While you may be my mentor, I'm going to do what I feel is right. I'm going to save Zack, and then we're going to go after the real threat to Equestria; the one you've chosen to ignore because you wouldn't listen to him or to me," finished Twilight, new strength lining her voice.

Realizing that it would be futile to try and sway Twilight's resolve, Celestia said with regret in her voice, "Then I guess you leave me with no choice, Twilight. I'm sorry." Celestia's wings suddenly flared open, the blades recharged with magic in seconds.

It took Twilight a second to realize that she was shaking slightly. She was about to fight the leader of her country. A god. Can I really win?

Twilight barely had time to think before Celestia charged at her, blades glowing blue and red for a combination of ice and fire magic. Twilight sidestepped to dodge, struggling with the Buster Sword for a second before regaining her balance and guarding a followup attack from the princess.

As their blades collided, Twilight used her magic to give her sword an extra push and deflect Celestia's blades, staggering her and allowing Twilight to execute a hard swing to the princess's flank.

Celestia teleported before the massive sword could make contact, then countered with a ball of fire that sped like a bullet toward Twilight. The burning gas impacted Twilight hard, knocking her back and singeing her flesh slightly.

"Please, Twilight," pleaded Celestia. "Give this up. I don't want to kill you."

"You certainly took a good shot at it just now," retorted the purple alicorn. She then rushed toward Celestia, now holding the sword with her magic to simplify movement. When she got close, she grabbed it out of midair for a powerful downward swing in an attempt to cut Celestia from the top.

The princess easily dodged and swung the blades on her wings at Twilight, raking them across her sides and bringing forth a scream as well as blood from the purple alicorn. On contact, the blades both burned and froze together, inflicting great damage and blistering Twilight.

When Twilight jumped back in an attempt to escape another attack, Celestia followed her, uppercutting her and launching her into the sky only for her to come crashing back down onto a pile of smoldering wood.

Twilight stood up from the rubble, cinders falling off of her and into the dirt. She quickly healed herself with a Cure spell and then activated one of her own strength spells, allowing her to wield the Buster Sword with greater ease.

As Twilight recovered, Celestia charged her horn full of sun magic, the same power she used to raise the sun every day. As soon as Twilight was standing again, Celestia shut her eyes and fired, launching a massive beam of concentrated energy at Twilight while silent tears rolled down her face.

When Celestia brought herself to open her eyes, her jaw dropped and she collapsed realizing what she'd just done.

The princess could see straight through to the other end of town and the train station where her beam had destroyed part of the tracks as well as burned a hole through Ponyville itself, though a lot of it was still clouded in smoke. The beam had cut right through all of the houses that were in the way and part of the road itself, leaving a charred and blackened straight line of destruction through the town. But what hurt Celestia the most was that her once faithful student was no where in sight, presumably disintegrated like the rest of the area.

The solar princess, now laying on the ground, began to cry to herself. "What have I done?" she asked the wind, almost as if she expected a response. Though of course, none came.

She turned her head slightly when she heard a shuffling behind her and found Zack slowly moving toward her, dragging Twilight's sword through the dirt. She sighed in defeat when he stopped and held it in front of him, ready to continue fighting. While he was in horrible condition and the poison that Celestia had nailed him with was beginning to take effect, he wasn't about to give up and die.

"So you still wish to fight me?" asked Celestia as she stood up from the dirt, now filling with anger toward Zack. "After all you've done?!" Celestia fired off a large, rotating ring of solar magic from her horn at Zack who stumbled slightly as he dodged. "Because of you, my most faithful student lost that faith and turned against me." Another ring fired, this one even bigger, cutting through the ground as well as singeing the air next to Zack when he dodged. "And now, I've killed her!" She then fired off two more of the large ones that homed in on Zack. He quickly cast ice magic to dispel one of the rings, but it failed and allowed both of them to crash into Zack, denting Twilight's sword while the other cut his side as it passed.

Zack dropped on one knee as pain from his side flowed through him combined with the pain from the poison. He gasped as he felt new energy welling inside him and realized he was ready for a limit break. "About freakin' time," he thought to himself.

When Celestia approached him to finish him off, he rocketed into the air and shouted, "Angel's Revenge!" From his back sprouted two large wings made of pure white energy. The dented sword he wielded became enveloped in a blinding light as it extended, doubling its length and repairing the dent. From the air, he dove down to the ground in less than a second before uppercutting Celestia and launching her into the sky. Before the princess could guard or try to dodge, Zack followed her and struck her in midair too many times to count, releasing jets of blood from the pony before finishing by striking her from above hard and firing her toward the ground which certainly would kill her.

Or at least, she would've died had she not been caught before the impact. When she opened her eyes as far as they would go (which was very little), Celestia found herself floating in midair surrounded by a slightly purple aura while Zack still hovered above, his energy wings starting to disappear. Looking around, the solar Princess found the source of the magic.

Crawling up from some of the rubble of the nearby buildings was Twilight, hauling Zack's sword with her. As soon as she surfaced, Zack halted his assault and glided down to her before his wings fully disappeared. "Twilight," he began. "You're still alive."

"Yeah," said the alicorn back with nearly no emotion whatsoever. Puzzled, Zack did his best to follow her as she moved towards the still-hovering Celestia.

Together, Twilight and Zack approached the solar princess. Twilight let Celestia go gently, allowing her to touch down on the ground lightly.

"I'm sorry I didn't listen to you Twilight," said Celestia weakly. Zack checked his materia and activated his Cure materia, doing his best to heal the defeated princess, slow as the process was.

Twilight continued to approach Celestia until she stood only two feet away. She drew back her right fore hoof and let it fly right across the princess's face, causing Zack to step back in shock and Celestia to freeze where she was as a small trickle of blood flew from her mouth.

After a few moments, Twilight turned back to the princess and hugged her as hard as she could while she began to cry. She cried for all the death that had happened that day. She cried for her weakness and for Zack's. She cried for those whose tears had run dry, and she cried for her world that now fell under the shadow of destruction from an alien so powerful it could wipe out acres of land with a few swings of a sword.

After a second, Celestia returned the hug, holding her student as she wailed in her arms. The day was beginning to yield to night, and soon the dead town would be put to its last sleep under Luna's brilliant moon.

The town of Ponyville would never rise again, not in the same way. It would remain crippled by the horrific losses and impossible bloodshed that would generate legends for hundreds of years to come.

Author's Note

If you can find the Homestuck reference on this page, you earn a gold star.

Also, I ran out of time to edit this, so if you notice any mistakes, please quote them in the comments section so I can fix them. Thank you, and have a happy new year. :pinkiehappy:

The Everfree

When Zack's head finally stopped spinning, he found himself in a large clearing in the Everfree forest. Around him, he saw what he estimated to be 100 tents and shelters set up with armored soldiers in each. Some were bent over maps while others were talking casually.

"Let's go," said Wavepool flatly as she cast a spell to change her clothes. They changed to a black suit with a green vest covered in pockets. Zack followed without a word as they made their way through the massive camp. Everywhere they went, soldiers bowed and saluted to Wavepool. She did her best to ignore them though, keeping her goal clearly in mind, but as soon as she passed, all eyes turned on Zack. Some gazed at him with confusion, others with fear, and some with unease.

It took several minutes to get through, but they eventually came upon a path at the edge of the base. "This way," said Wavepool as she lead Zack into the forest. "So what information do you have on materia?" she asked curiously. "Our unicorn scientists have discovered that by channeling our magic into them, we can cast new spells, but we're not quite sure how the materia converts our magic properly and stably."

"What do you mean stably?" asked Zack.

"When a unicorn casts a spell, we have to focus on arraying our magic in a very specific way. Adjusting the flow of that magic or altering it even slightly can produce wildly different results. If too much magic is fueled into it, then the spell becomes unstable and can result in horrible consequences if interrupted. If there is too little, then the spell can fail altogether. If, for example, I were to use a teleportation spell, I would have to first direct magic to my horn and then array it in such a way that the teleportation spell could be executed. Depending on how much magic I put in, it adjusts the distance and time required for casting. However, a teleport must be calculated exactly. Otherwise, you might get merged with matter in the surrounding area. It's a sight I hope you never have to see. Do you understand?"

"I think so?" said Zack, phrasing it more as a question than a statement. "Can you simplify it?"

Wavepool sighed deeply before saying, "Basically, magic has two properties which we'll call 'build' and 'magic', magic being the amount of power. You need both for a spell, and failing to handle them carefully can result in dire consequences."

"That makes more sense," Zack replied as he rubbed the back of his head in embarrassment. "I guess if you want to know how materia handles that magic, I couldn't tell you exactly. It does most of the work for us, and it gains power the more it's used. Since I don't know exactly what fuels it, I'm just going to call it MP. Eventually, you can perform stronger magic by using more 'MP' after a materia has evolved through use."

"I see," said Wavepool thoughtfully. "Like this?" One of the pockets on her vest began glowing green as Wavepool turned and fired a Blizzaga spell into the trees, covering several trees and much of the ground in a thick sheet of smooth ice with jagged ends.

Zack stood still for a moment before gulping and saying, "Yeah, like that." As they continued walking, Zack began thinking. That was intense. How did she pull something like that off? I guess she's stronger than I thought. Normally, a spell should fizzle out after use, but hers stayed. I guess it's just her unicorn magic affecting how the materia functions.

"How is materia formed?" asked Wavepool. "We've been discovering it all over Equestria, but we're uncertain as to where it came from."

"Materia is formed when natural Mako energy condenses to incredible levels. Often times, it does it on its own due to the attractive nature of Mako. However, it can be manipulated during the process to produce new kinds or to get certain spells out of it."

"And where is Mako found?"

"It's generally found in natural Mako springs. It bubbles up from the Life Stream and comes out as a liquid before condensing later," said Zack.

"What's the Life Stream?" asked Wavepool in confusion. "I've never heard of such a thing."

"It would take too long to explain," said Zack as he waved a hand in midair, hoping to dispel further questions on it. "But, I think it's native to my world, so we aren't likely to find any Mako springs here."

"Then why is there so much materia?" asked Wavepool as she rubbed her chin in thought. It seemed to be that she was thinking outloud, so Zack decided not to answer.

They soon came upon a much smaller clearing, being about 30 yards in diameter with another larger path leading further into the forest. "This should be a good place to practice using the materia," said Zack. "Did you bring any of the new materia you found?"

"Only one piece, but we suspect that more will be found near the camp earlier. There may also be more deeper in the forest."

"Then let me teach you how to control the materia that you've got," Zack said. "That Blizzaga spell you pulled off earlier was strong, but how did you feel after using it?"

"To be honest, I felt drained for a couple of minutes," said Wavepool as she blushed green in embarrassment. "I quickly recovered, but it was a lot of magic to put out at a time."

"Then here's how you fix that," said Zack. "Hand me the materia."

Wavepool drew it out of her pocket with her magic and levitated it to Zack. He took it in his hand before noticing something very odd about it. From one side, it looked like it had exploded. It was very jagged and looked like the mako had burst and then solidified again. He focused some energy into it before his eyes snapped open and he recoiled.

"What the heck is this?" he asked out loud.

"What do you mean?"

"This materia is different," said Zack as tried to examine it more in his hand. "This is nothing like what I'm used to. I feel like it's about to explode. How much magic have you been putting into these things?" he asked as he looked back up.

"Well," began Wavepool, "when we've practiced using them, we fueled them with as much as possible. That one was the first I found, and I've been trying to force more of that ice out of it, but to no avail. The only change was that jagged, spiked side of it."

"So by using more energy than necessary, you risk damaging the materia itself," said Zack to himself in thought. He turned back to Wavepool before saying, "Can you try to force more of that energy out of a weaker materia?"

"I don't have any weaker than that with me," she said. "What about you?"

"Well, I do have a Fire materia," said Zack, "but I was hoping to level it up gradually. We need to test my theory on putting out more energy into the materia than I first thought possible or safe, for that matter. If I'm right, then it's probably going to destroy whichever one we use, if not make it incredibly unstable. Fire just happens to be a useful one that has plenty of applications, similar to the other base materia like Blizzard or Thunder."

"We can certainly look around," said Wavepool. "I know of a pony in Ponyville who's special talent is the location and use of precious gems. I called her out here earlier to see if she could help us, but she's a little bit late. With any luck, she'll arrive shortly.

Suddenly, at the edge of the clearing, the distinct sound of leaves and sticks breaking drew the attention of Wavepool and Zack. The SOLDIER reached for his sword, his hand gripping the handle as he prepared for an oncoming attack. Wavepool reacted similarly by crouching slightly and charging her horn with magic.

As the sound came closer and closer, now with a more rapid pace, Zack's heart began to pound. He hadn't seen much of the forest, but the first thing that he imagined was a group of changelings, possibly hunting them. He was shocked when a white pony with a stylized purple mane, a large saddle bag and a drab bullet proof vest came tumbling out of the brush.

"Why does the forest have to be so... messy?" she said as she did her best to stabilize.

"You must be Rarity," said Wavepool as she relaxed and discharged her horn. She approached Rarity and said, "I'm glad you made it here safely. What happened to the escort that I assigned to you?"

"I told them that I didn't need them and that they were free to go. I'm quite sure I can handle myself out here, even if I could do without all of the extra... mess. I'm sorry, but I can't find a better term for it," she confessed.

"That's quite alright," said Wavepool calmly. "Are you ready to help us start searching for materia?"

"Actually, I found quite a lot of it on the way here," said Rarity. She used her magic to open her left saddle bag and draw out a handful of materia.

"Wow," said Zack as he admired the collection. "How did you find all of that?"

"I've got a spell that I use to locate precious gems for my dresses. It usually takes all day, but these beauties were all over the surface. For once, I didn't have to go digging for them," she finished as she closed her saddle bag. "Would you like to take a look?" she asked as she pulled a single materia out of the pile.

"Sure," said Zack as he took it in his hand. As he examined it, he found that it was one that he didn't recognize. It was small and black, and a strange aura was flowing from it. "This is so weird," he said to himself. "I've never seen anything like it."

"Then this is a good time to test it," said Wavepool. "Rarity, stand back and give him some room."

"As you wish," she said as they both retreated to the edge of the clearing. "Oh, Zack!" said Rarity as she approached Zack again. "You remember the gear I offered to make you, right?"

"Yeah," said Zack as he rolled the black materia in around. "Why do you ask?"

"Well, after the destruction of Ponyville, I had to temporarily stay in Manehattan. It's a glorious city full of all kinds of materials for dresses and suits." Zack deadpanned, so Rarity hurried out the rest. "While I was there, I purchased reinforced and tanned leather. While you were recovering in the castle, I made you gauntlets out of it to hold more materia." The white unicorn titled her head toward her saddle bag and used her magic to draw out two large, black gloves studded with small sapphires and emeralds. "I hope these are the right size," she added as the gauntlets floated towards Zack. "Hopefully, they'll slip right over the gloves you're wearing now."

Zack marveled at the gauntlets as he slipped them over his gloves and strapped them on. They were incredibly lightweight but durable, each one containing a materia slot. "They fit perfectly," said Zack as he stuck the black materia into one and the ice materia he had received from Rarity two weeks ago in the other.

"Do you like them?" asked Rarity.

"I love them!" said Zack as he clenched his fists a few times to test how flexible his hands would be. He found that the leather bent perfectly around his hand without inhibiting his motion. He still had full range of motion in his fingers and his Buster Sword didn't feel differently in his hands when he held it.

Zack latched the sword to his back again before saying, "Thanks, Rarity. This will help me a lot."

"Oh, it was nothing," said Rarity as she glowed with pride. "A simple order to fill compared to what I normally get requests for." As Rarity turned and joined Wavepool at the edge of the clearing, she added, "Don't forget those materials I asked you to gather. My offer to build you better armor still stands."

Wavepool summoned a magical shield around herself and Rarity before nodding to Zack, giving him the okay.

Zack turned away from them and started charging the materia, willing it to execute an attack. However, when he fueled it, it pushed back, firing the energy back into Zack. He recoiled in shock as his body started to act on its own. He drew his sword as his body began to glow green, the clearing itself darkening to a near twilight. In one, swift movement, he launched into the air as he called, "Meteor Rain!" He swung his sword in a wide arc, calling forth massive meteorites that crashed into the clearing below.

Zack watched each projectile violently strike the ground in the clearing, creating large, smoldering craters that left trails of smoke swirling into the sky. However, another sound reached Zack's ears that chilled him to the core.

As soon as the last of the meteorites had landed, Zack heard a piercing scream coming from the edge of the clearing. He looked ahead of him where he heard the scream to see a large spurt of green blood shoot up from one of the impact craters like a geyser, leaving splotches of darkened, sticky grass around them.

Zack immediately touched down when the magic disappeared. He heard the sound of Wavepool's shield drop and both her and Rarity joined him in the center. The first thing Zack took notice of was that the craters created from the limit break hadn't disappeared. Instead, smoke continued to billow out of them. Immediately following was the sight of a changeling, its bottom half missing. Its bottom half was lying a few feet away, and the changeling was screaming in pain as it desperately struggled to reach its severed hips and legs. As it crawled it left behind a trail of green blood on the grass beneath it.

"Oh Celestia," murmured Rarity with a hoof over her mouth to stifle a gasp.

"So we were being spied on," voiced Wavepool as she approached Zack, leaving a stunned Rarity in her wake.

"I don't think so," answered Zack as he turned to face her. "I think this was just a coincidence. If it were some sort of spy, it would keep its distance. They seemed to have horns and perform magic like unicorns. If I had to guess, it would use some sort of spell to watch us from a ways away."

"Well, then this just means we must stay vigilant," added Wavepool. "We have to remember why we're here. Our goals are to test out the materia, find as much new materia as possible, and to rescue Twilight and Rainbow Dash from the changelings. I think we've accomplished goal number one with your performance. Now, we must find Rainbow Dash and Twilight and evacuate them. Zack, I was told that you and Twilight spent time in the forest more than a week ago where you discovered Queen Chrysalis and her army in the castle of the two pony sisters. However, seeing as she was defeated there and most of her army destroyed, she has likely changed locations."

"Good point," said Zack as he tapped a finger to his chin in thought. "Do you have any idea where she could be hiding now?"

"Unless she moved out of Equestria or the forest after the Ponyville attack, then there is only one other area where she could hide."

"And that is..." coaxed Zack.

"The tunnels created by creatures known as diamond dogs. They are ruthless gangs of jewel hunters. They pursue their prey relentlessly and hunt gems along the way, occasionally abducting ponies to receive ransoms," said Wavepool as she looked around the edge of the clearing, scanning for any other threats.

"Then that's where we should go," decided Zack.

Wavepool turned her attention on Rarity. "Rarity, in Twilight's friendship letters that she sent to the princess, there was mention of your abduction by the creatures. Do you remember where the caves are located?" When she received no response, she approached Rarity as she sat on the forest floor, still staring at the now dead changeling. "Rarity, we need your help on this. Please, tell us where the diamond dogs' caves are."

Rarity struggled out of her stupor enough to form a sentence. "T-the diamond dogs are a-at the b-base of Canterlot mountain," she mumbled, barely audibly.

"Thank you, Rarity," said Wavepool as she stood up, charging her horn with magic. "Rarity, I'm going to teleport you back to Canterlot to the medical ward. Stay there until I return. Understood?"

Rarity could only nod her head slowly as Wavepool's spell activated, whisking her away back to Canterlot.

"That must have really scared her," commented Zack as Wavepool's magic dispersed.

"I'm sure it did," said Wavepool as she began charging her magic again. "I'm teleporting us near Canterlot Mountain. Let's hope that Rarity was correct."

"Hold on a minute," said Zack, holding a hand up to pause her. Wavepool's magic diffused as Zack continued. "Luna told us to contact her if we discovered anything about the Changelings' whereabouts. We need to tell her where we think the changelings are."

"Oh... right," said Wavepool, biting her lip in embarrassment. "I apologize for being so hasty. It's just that, um..."

"What's wrong?" asked Zack curiously. "Do you think there are more changelings around?"

Wavepool paused for a moment before she exclaimed, "Yes! That must be it. Sorry. Go ahead."

Zack raised an eyebrow skeptically at her before turning around and opening his phone. It began ringing as soon as he called for Luna. A moment later, static crackled through the speaker before Luna's voice came through. "Zack? Is that you?"

"Yes, Princess," said Zack. "Wavepool and I have a lead on where the changelings are. We think they've moved."

"Where?" asked Luna, eager to hear Zack's explanation.

"We think they're in-"

Before Zack could finish speaking, he felt a sharp pain in his back that pushed through his body. When he looked down, he found a glowing purple spear sticking through his torso, blood quickly running from around the wound. He found his breath catching in his throat, unable to form a proper scream. Instead, a strange, breathy screech escaped his lips.

"Can't let you do that, Zack Fair," hissed Wavepool from behind him. Zack struggled to turn his head as he fought the paralyzed fear pulsing through him. When he looked behind him, Zack found green flames circling around Wavepool, revealing a red and black Changeling beneath the pony disguise. It held Wavepool's Blizzaga materia in its magic, the fractured crystal glowing brightly. In one, swift motion, the changeling tore the spear out of Zack's back as he fell face-first on the ground.

"How did you-" managed Zack through pained gasps as he spat out grass and blood.

"We filled the castle with agents as soon as we arrived," hissed the changeling as it walked around Zack. "Honestly, the Generals were the easiest to defeat. In fact, the only ones we haven't been able to get yet are Red Surge and Red Cross. The former is far too stupid. There's no need bothering with him. The second is so weak that any display of power could risk blowing our cover."

"But how could you have known about Twilight's letters or everything about materia?!"

"Like I said," it hissed. "We've had agents throughout the castle. At first, only a few were dispatched to gather basic information, but we gradually added more and more. With the invasion of Canterlot Castle at Shining Armor and Princess Cadence's wedding, we controlled half of the castle. With our most recent invasion, it was a near complete takeover."

"So why are you telling me all of this?" choked Zack as he struggled to stand, only to have the changeling firmly plant a hoof between his shoulder blades, pinning him to the ground.

"Because you're not going to be alive to stop us," hissed the changeling as it knelt near Zack's face. Zack watched the changeling's horn glow fiercely as it charged magic into its Blizzaga materia.

Right as the spell was about to be cast, Zack saw a blur of green energy lance through the air and shoot through the changeling's head, leaving a gaping hole as it fell to the ground in a mess of blood. Zack looked towards the source of the attack to find Red Cross standing at the edge of the clearing, breathing heavily as his horn glowed bright green. Four guards stood around him, each one brandishing a lance in their magic.

After a moment to catch his breath, Red Cross approached Zack and immediately began charging healing magic into him. From one of the pockets on his uniform, he drew out three Cure materias, each one glowing bright green as powerful magic was forcibly pushed from the gems and into Zack's wound. As the magic flowed through him, he could see the Cure materia fracturing and splitting.

"Red Cross, how did-" grunted Zack.

"Try not to speak, sir," said the General as he worked hard to seal the hole through Zack. Zack forced his mouth shut as the pain slowly ebbed away from his body.

After a few minutes, the hole in Zack's body had sealed and he attempted to stand. As soon as he was standing, his knees buckled beneath him and he fell to the ground.

Red Cross hurried to him and managed to catch Zack over his back. The extreme weight of the Buster Sword would have crushed Red Cross had it not been for a quick strength spell cast by the medical General.

"We need to get you back to camp, Zack," said Red Cross hurriedly. He took another glance around the clearing before he asked, "Where's Wavepool? Wasn't she with you?"

Zack simply pointed to the changeling with the gaping hole in its throat. "Oh Celestia..." gasped Red Cross. The general turned to the guards as he said, "I'm going to take Zack back to the camp. Search the area for any more changelings. If you find any, try to capture them. If you can't detain them, you know what to do." The guards only nodded and split up into two teams of two, rushing off deeper into the forest. "Hang on, Zack," said Red Cross as he shut his eyes and teleported himself and Zack out of the clearing.

Back at the camp, Zack was immediately rushed to a sick tent. There, he was put to rest in a simple bed.

"Why are you in the Everfree Forest?" groaned Zack.

"I healed as much of Princess Celestia as I could and then teleported to Ponyville. After trying to heal Applejack, I decided to come and find you two to see if I could help. Honestly, I'm glad I did."

Zack was just about to relax when he remembered why he'd been carried back to the tent. "Red Cross," he said hurriedly. "You have to listen to me. The Generals have been captured by the changelings. You have to warn Luna!"

"Are you sure?" asked Red Cross as he replaced his Cure materia in a vest pocket.

"That changeling posing as Wavepool told me."

"Then we've got to hurry," said Red Cross as he spun around and pulled a blank piece of parchment from a stack with his magic. Taking a quill soaked with ink, he scribbled out a message before teleporting it away to Canterlot castle. Only a minute later did a message come back.

"Is that from the Princess?" asked Zack.

"Yes," said Red Cross as he unraveled the scroll and began reading. Zack watched the General's eyes slowly glide down the page, his pupils gradually shrinking as he did. When he reached the bottom, Red Cross' irises were practically pin pricks. He quickly snapped out of his stupor before setting the letter down on a desk with his magic.

He stepped away from Zack's bed before charging his horn with magic. Zack watched as green strands of electricity arced from his horn and struck the ground around him, charring the earth below him a dark black. After a few moments, Red Cross pointed his horn skyward and let out an earsplitting yell as a massive pillar of green magic erupted through the roof of the tent, tearing it apart as green light bathed the world and outshined the sun. The force of the magic leaving his horn pushed him into the ground and left deep hoof-prints in the blackened dirt.

"What did you just do?" asked Zack as Red Cross began breathing heavily from exhaustion.

"I just started a temporary lock-down," he said as he began breathing normally.

"What do you mean?" asked Zack.

"Instead of just a building lock-down, this is a country-wide lock-down," said Red Cross. "It's similar to martial-law, but not as strict. That spell I just used is the signal to begin a lock-down. It's an order to every guard in Equestria to keep ponies from leaving cities and towns for the next week. It's a safety measure as much as it is a containment measure. It also makes operations by the military easier because it frees up the country-side and gets civilians out of the way."

Red Cross drew out his Cure materia again and immediately focused it on Zack, fixing the rest of the internal damage caused by the enchanted spear.

"Red Cross?" asked Zack as the general worked.

"What is it, Zack?" he replied brightly.

"What's your story?"

"What do you mean?"

"How did you become a General? I read through each of the Generals' files. They gave detailed histories of each of their exploits, but yours was pretty bare. All I found when I read through yours was a couple battles where you acted as a medic. So how did you become a General?" asked Zack, looking into the pony's eyes.

Red Cross sighed before he said, "I'm not really supposed to talk about it, but I guess as long as it stays between us..."

"If it's secret, you don't have to tell me," said Zack hurriedly to dispel the uncomfortable tone that had settled in the tent.

"No, no, it's... not that at all," rebutted Red Cross. "I just don't want to brag." After hearing that, Zack was even more intrigued. After a few moments, Red Cross began.

"Okay, so... you know how my talent is defense, right?"

"Yeah," answered Zack, eagerness similar to that of a child building within him.

"Well, as a colt, I had an uncanny level of magic. But not just any magic. I could heal almost any wound. In fact, whenever I fell or got scraped up, my scrapes and scratches healed right away. After seeing what my magic could do without me even trying, my parents took me to Canterlot for an audience with Princess Celestia. I was immediately enrolled in her school for gifted unicorns. After some special training to control my magic, I decided to join the Equestrian army and help save the lives of ponies who were injured on the battlefield. Unfortunately, the Princess decided to censor much of my file. She called some of my skills 'miracles'. She feared that if ponies learned about my power, then they would become more reckless during combat and put themselves at greater risk. After only a couple of years, the General of Defense died of old age. When the Princesses had to come to an agreement on who should replace him, they immediately came to me. I accepted, but I've only been in command for a year or so. I'm still not used to the new rank and what comes with it."

"You'll get the hang of it eventually," encouraged Zack as Red Cross finished.

When Red Cross motioned for Zack to stand up, he said, "Do you really think so?"

"I know so," smiled Zack. "In SOLDIER, I was Second Class. When I got promoted to First Class, it took time for me to get used to the new position. Even wearing this combat armor felt different somehow, even though it's fundamentally the same design. A few days after graduating to First Class, I had to give a short speech to some new Third Class SOLDIERs who had just joined. I was terrified at first, but after only a few seconds, I got the hang of it. Trust me," said Zack as he walked past Red Cross as he went for the entrance of the tent. "You'll do fine."

Red Cross spun around as he asked, "Where are you going, Zack?"

"Well, my mission isn't finished yet," he said as he stopped. "I've still got to find Twilight Sparkle and Rainbow Dash. The changeling that was posing as Wavepool supposedly teleported Rarity back to Canterlot. We can't trust that, though. She must have sent Rarity to the changelings' lair as a prisoner. With half the Elements of Harmony captured along with three of Equestria's generals, they're almost unstoppable right now." Zack paused as he smiled and said, "Almost."

The gesture filled Red Cross with confidence. "Wait a minute," said Red Cross. "Rarity? Why would she be in the Everfree Forest with you two?"

"The changeling told me that she had asked Rarity to join us and help us search for materia. Whether or not the real Wavepool sent Rarity the initial message I can't say, but I'm sure Rarity's been captured by now. I'm going to storm their hideout and get them all back."

"But that's crazy!" blurted Red Cross. "If you go in there alone, you'll only get yourself killed. If you really do find where they're all hiding, Sephiroth will kill you outright!"

"I've had a really crappy month," said Zack. "You just fixed me up, good as new. Sephiroth won't stand a chance now." Zack made a triumphant fist when he finished speaking. At the same time, however, he felt like he was lying to himself as well as the General. In his heart, he knew Sephiroth was much stronger than before and that, if he came across the son of Jenova, things could go horribly wrong. But at the same time, he knew he had to save Twilight and the others before the Changelings planned another attack.

"That's not what you said at the meeting in Canterlot," pointed out Red Cross.

"Sure, it'll be dangerous. In fact, you're right. Going alone isn't smart. I could use an extra hand," said Zack as he smiled and held his hand out to Red Cross.

The general froze entirely. "Are you serious?!" he shouted. "Just two soldiers won't be enough! We need more!"

"Like I said, trust me," said Zack calmly. "If more ponies are in danger now, then there isn't time to organize the army and plan an attack based purely on speculation from a traumatized witness."

"What do you-"

"I'll tell you later," said Zack quickly as he cut off Red Cross' protest. "By the time we're set for a raid, the changelings could have already made another move. If you insist on me not going alone, someone still needs to go as a scout to see if the information I got was valid."

Red Cross paused for a few moments as he thought. As dangerous as the situation was, they had to act quickly. The pony knew his healing magic would be invaluable with only two soldiers available, as any damage sustained would have to be quickly patched up to avoid death. Having only one soldier to command helped Zack's case even more as Red Cross would only have to look out for himself and the Ex-SOLDIER.

After another moment to try and protest, Red Cross finally sighed in defeat. "Okay. You've convinced me," he said. "I'll teleport us out right now."

"What about the camp?" asked Zack. "Is there anyone else here to command everyone?"

"I'll tell my second-in-command that we're going deeper into the forest to search for more materia."

"What if they question you?"

"I'll tell them I've got you with me," smiled Red Cross excitedly. While he had engaged in major battles, he had never been part of a small squad infiltration. As dangerous as it was, the prospect energized him.

"Alright," agreed Zack. "I'll leave it to you."

Zack watched the green pony run off through the camp to a larger tent near the center. While Red Cross was gone, Zack double-checked his equipment. He still retained some of his materia and a few items, but he was admittedly unprepared.

Moments later, Red Cross approached him. "Okay," he said, doing his best to hide his childlike excitement. "I'm ready to go."

"Then let's head off," said Zack. Red Cross began charging his horn full of magic as he whisked Zack and himself off to the base of Canterlot Mountain and the presumed prison of Twilight, Rainbow Dash, and potentially Rarity and the generals.
[br]

Twilight struggled roughly against her bonds in her prison cell. Both of her wings and each hoof was bound in iron shackles, all magically enchanted to prevent being lock-picked with magic from any but a select few changelings. Another magic-dampening shackle covered her horn to prevent her from using magic. Like a cancerous growth, it sapped her energy.

From what she could gather, Twilight was underground. The air she breathed felt stale in her lungs as she breathed deeply, huffing with exhaustion as she tried in vain to break her bonds. Once again, she gave up and fell limp, hanging in the cell as her chains suspended her.

Twilight snapped to attention as she heard the clacking of changeling hooves approaching her cell from down a long hallway. As they passed, she saw them all wearing thick, red plate armor, clanking with each step. More chains leading to shackles dragged along the floor behind them as Twilight guessed more prisoners were being brought in. When their prisoners passed her cell, a silent shriek escaped her lips.

Three ponies were being dragged behind them on the floor, beaten and bruised, their green suits ripped and torn, some even oozing blood. The guards were pulling three of Celestia's Generals through the dirt, presumably on their way to their own cell. Among them, Twilight could make out Wavepool, Firemane, and Earth Shatter, each one being dragged by their hind-legs past her cell and further down the hall. A few moments later, Twilight heard metal grinding against metal as cell gates were pulled open and slammed shut, creating a loud bang that resounded throughout the dungeon.

"How did they get the Generals?!" gasped Twilight under her breath. But wait a minute, she thought. There were only three of them. What about Red Surge and Red Cross? Where are they?

Twilight sat in silence for another few minutes before the sound of more hooves filled her ears. They came to rest outside her cell, revealing the slender, broken form of Queen Chrysalis staring at her with glowing, green eyes.

"Let me out of here!" shouted Twilight. She knew it was in vain, but something in her forced her to shriek in desperation.

"I'm sorry, Princess," hissed the Queen as she glared daggers at Twilight. "But we need you here. With you captured, no doubt Zack Fair will come to your rescue. And, once we have him, nothing will be able to stop us from conquering Equestria."

"What do you need him for?" asked Twilight as scenarios of Zack rescuing her and the others flashed in front of her mind's eye.

"We don't need him at all," chuckled Chrysalis. "All we need is him dead. You, on the other hand..." Twilight froze in fear as a shadow seemed to grow from behind Chrysalis before separating from her completely, revealing a ghostly Sephiroth next to her. Twilight could tell it wasn't the real thing, but she still shook in her shackles.

The door to her cell was slowly opened by Chrysalis' magic and the ghost of Sephiroth glided across the floor toward her. "What are you doing?" she asked shakily, fear holding an iron grip around her. As the phantom approached her, Twilight felt as though darkness was gathering around her, sucking her deep into an abyss.

Before she knew what was happening, the ghost rushed her and drove its sword through her chest. An unimaginable pain seized Twilight as Sephiroth's ghost diffused into her body through his sword and filled her being. Twilight could feel pure evil coursing through her body before coming to rest around her heart, a vice grip around her soul.

Before she knew it, the demon had wrested control of body. She could no longer move her legs or even her head. She had no control whatsoever.

And yet, Chrysalis kept her in chains and left without another word, traveling through the prison tunnels before her hoof steps passed out of Twilight's earshot. The lavender Princess was left to hang, completely alone and unable to even struggle against her shackles and chains. Silently crying, she fell asleep in her cell, finally relinquishing all control.

Recovery

ONE WEEK LATER

Zack sat up in his bed in the medical wing of Canterlot Castle. The sun had just come over the horizon, shining through the windows and changing the marble walls to an even brighter white. "Today's the day," he said to himself. He swung his legs over the edge of his bed and stood up, stretching to dismiss the tension in his sore muscles before sitting back down for another minute. He wore only his SOLDIER pants as the rest of his body had to be bandaged.

His mind drifted back to the week before as it often had during his recovery. He thought about the damage that he caused and that had been caused because of Sephiroth and his arrival as well. From Zack's experience, it was clear that war would surface within the next few days, if not sooner. With the destruction of a town full of innocent civilians, what ruler wouldn't recognize that as an act of war?

He then thought of Twilight. She had her own room in one of the castle's many towers with fifteen of the highest trained guards around her. Celestia also slept in her personal chambers, the door guarded only by the five commanders of the Canterlot army. Each one possessed impossibly strong magic, nearly one tenth that of the Princesses, effectively making them the strongest unicorns alive. Of course, Zack had been briefed on who they were and their roles. Beside them stood Luna, also keeping watch over her sister personally.

The conditions of all three had vastly improved since the battle, though Zack certainly got the worst of it. His body was covered in new scars from the deep gashes of Celestia's bladed wings, and most were still bandaged in fear of them bleeding again. Needless to say, he wasn't ready for any kind of combat just yet.

But despite that, he had a scheduled meeting with the five commanders, Celestia, Luna, Twilight, and Twilight's brother, Shining Armor who Zack met on his way out of Ponyville. From what he'd heard, Twilight's brother had performed one of the longest ranged teleports recorded to reach Ponyville with a battalion of armored soldiers. The news came too late, however, and he and his teams were only able to clean out the town of the remaining changelings.

He was drawn from his thoughts at the sound of a knock on the massive doors that led to the medical wing. Seeing no one else in the room, Zack took it upon himself to say, "Come in."

The door opened with a large creek as navy blue magic engulfed it and slowly opened it. In the doorway stood Princess Luna, a look so neutral on her face he expected to see it at a championship poker game more than anywhere else. She made her way to his bed before sitting on the one opposite of him and addressing him.

"So you are Zack Fair?" she asked in what sounded like a medieval tone.

"Yeah," he responded, trying to smile even though Luna's stair was making him uncomfortable. "And I take it you're Princess Luna?"

"Indeed," she responded. "My sister said that there was a fight between you two in Ponyville. She mistook you for the leader of our enemy and you nearly killed her. You would have killed her had it not been for Twilight's intervention."

"Oh, yeah," said Zack, his tone becoming somber. "Sorry about that."

The Princess continued to stare at him hard, and the longer she did without speaking, the more Zack became uneasy. After a full minute of silence, she said, "Not a single one of our subjects holds the power to overcome my sister or I. Not even our royal Honor Guards can defeat us." She stood before continuing. "I wish to see your combat skill myself. If you are combat ready, then I challenge you to a duel." More silence filled the room before she continued in a softer and more 'modern' tone, "Please? In the past, I commanded Equestria's finest against the threats on our country. Nothing would please me more than to see what another species is capable of, especially with your new magic."

'She almost sounds childlike,' thought Zack. 'If she's the Princess, I can't turn her down.' "Sure!" he said enthusiastically, however fake it was, as long as it meant making what could be a potential enemy into a friend.

He tried to quickly jump up before yelping in pain as one of his cuts reopened, quickly staining a bandage dark red. He fell to floor, sweating and breathing hard as he knelt before the Princess. She quickly knelt down to him before saying, "My word! Are you alright?"

Zack grunted before saying, "Yeah, I'm fine." He stood up carefully and got his uniform on as fast as his body would allow. The whole time, Luna frowned, worried to push him beyond his limits.

"Slow down," she commanded in a neutral tone. Zack froze and looked up as he was tying the laces on his boots. "You're not fully suited for combat yet, Zack Fair. Hopefully, there will be time to spar later. For now, please prepare for the meeting with my sister, the commanders of the royal guard, and I. It will begin in two hours."

As Princess Luna began to leave, Zack asked, "If the meeting is so soon, why did you challenge me like that?"

The Princess stopped at the door. Without turning, she said, "I wanted to test your resolve. You're fighting for a country you know nothing of and for a race that is completely foreign to you. You have no reason to be fighting for us, and yet you have come to our aid in our most dire hour. No ordinary pony, or human I suppose, would do that." Princess Luna pushed open the doors with her magic and took her leave before shutting them behind her.

As she left, Zack thought to himself, 'But I do have a reason. Sephiroth.' The name hung in his head as he remembered the intense flames of the burning Nibelheim and the destruction of Ponyville and Applejack's farm. 'That monster escaped me before. But this time, he won't get away.'

The time passed quickly and before he knew it, Zack was met in the medical wing with a royal guard to escort him to the castle's main conference room, reserved for diplomatic relations meetings and, ironically, for times of war. Hearing the last reason made Zack flinch even though he expected nothing less. He didn't like the war of Wutai, but his immaturity at the time caused him to ignore the reasons behind it entirely. He was obsessed with becoming the best.

Now, however, he knew full well the implications of war. Many would lose loved ones on both sides, and no matter how evil the changelings appeared to be, they had their own reasons for fighting just like any other.

Lost in his thoughts, Zack didn't notice how quickly they'd reached the doors to the conference room. He was roused from his thoughts by his escort as the guard said, "They await your presence inside."

"Thanks," he replied before pushing open the doors. The conference room was a large, round room nearly 30 yards in diameter with a large, circular table taking up most of the room. At the end opposite the door, Princess Celestia and Luna sat side by side. Twilight and her brother, Shining Armor, sat to the left along with a pink alicorn that Zack couldn't recognize while the five unicorn commanders sat to the right.

"Please, sit down," said Celestia in a light tone as she used her magic to pull out the chair nearest to the door for him. Zack accepted and took the seat before scooting closer to the table, leaning his buster sword against it.

"We will now begin the meeting of Equestria's top military strategists and our new ally, Zack Fair. The rulers of the Crystal Empire, Shining Armor and Princess Mi Amore Cadenza, are also here to discuss their role in what will likely evolve into war." Zack noticed everypony in the room visually tense at the mention of war.

"One thing, Princess," asked Zack, wondering if he was speaking out of turn. Instead, all eyes turned to him in curiosity. "Well, two things. First, Twilight, how are your friends? Applejack was in the hospital and I never received word from Rainbow Dash."

Celestia answered first. "Applejack is still in intensive care, but she is surviving. As for Rainbow Dash, we haven't heard any news regarding her. She disappeared during the battle, though we have reason to believe she may have been captured by the enemy."

"Princess Celestia is right," said Twilight sadly. "My other friends are okay though. Rarity and Pinkie Pie made it out okay, and Fluttershy fled into the forest to get to Zecora's house."

"Who are they?" asked Zack.

"They're the best friends a pony could ask for, and I'm glad they're all okay." She smiled as she thought of her friends' safety. "They also represent the Elements of Harmony, one of Equestria's greatest weapons against evil. But right now, they can't help us."

"That's good to hear," said Zack. "Now the second thing. I know our enemy well, so it's best if I give you as much information as possible right from the get-go so we can plan how to deal with him."

"Is he one of your race?" the first of the commanders asked. His name was Firemane, given due to his spiky red and orange mane and his deep red coat, over which he wore a green uniform adorned with many metals. His job was force deployment and overall management of the Equestrian army, and despite being a unicorn, he specialized in hoof-to-hoof combat along with fire elemental magic.

"Sort of," replied Zack.

"Sort of?" questioned the second, named Earth Shatter. His coat was a light brown while his mane consisted of alternating strands of dark and light brown, also spiked. He wore a similar uniform to Firemane. He led the army during the changeling invasion of Canterlot while Firemane dealt with a terrorist faction offshore. His current job consisted of managing the production and testing of weapons. He was a master of earth elemental magic.

"We're not completely human," said Zack. "When we joined SOLDIER, a military faction owned by the Shinra Corporation, our bodies were exposed to high amounts of Mako energy, making us incredibly fast and strong compared to any other soldier."

"But how does exposing yourselves to this 'Mako' make you any stronger?" asked the third commander, a mare by the name of Wavepool. Her body was a deep blue while her mane was a clean white with the same blue mixed in stripes. It lightly draped around her head, and she too wore a green uniform. She led the magic research and science department while specializing in water magic.

"From what we were told, it was a chemical reaction with our human cells that caused the enhanced strength. However, I later found out that it was a mutation. Mako also makes up the round magic crystals that you've been finding in your world recently. They're called Materia."

"Materia," said Wavepool to herself, putting a hoof to her chin in thought. "After the meeting I would very much like to hear more on this new magic. Our top unicorn scientists, myself included, have been studying it for some time, but we have yet to unlock its deepest secrets."

"Sure," replied Zack. "I'll give you as much information as I can later. Let's get back on topic. Our enemy, other than the changelings and likely the one leading them now, is Sephiroth. Like I said, he was part of SOLDIER like I was. But he was different. Before he was born, he was injected with the cells of an alien lifeform known as Jenova. He was an experiment, and he grew up none the wiser. He then joined SOLDIER and quickly escalated to SOLDIER First Class. He became a hero, and I even wanted to be like him. He was the strongest, most noble of us all. But after the war, we were sent to a Mako reactor, used for generating energy, to investigate it and make sure the local wildlife weren't messing with it. But while we were there, Sephiroth learned about the experiments and destroyed the whole city. It drove him mad. I fought him in the Mako reactor, but he almost killed me and a friend of mine. We were discovered after the fact and taken for more of the Jenova cell experimentation by a Scientist named Hojo. But for some reason, we were stable. Later, I found out that we'd been experimented on for four years and that Sephiroth was never found. So maybe this is where he ended up(1)."

"Zack?" asked Twilight.

"What is it?"

"You and Sephiroth appeared at the same time. It was midday and there were these strange magical fields in the area. All of a sudden, Sephiroth materialized outside the Quill and Sofa. He just started attacking things after that. A few minutes later, you showed up as well. When I saw you, I got scared and attacked you before you could recover. It looked like some kind of teleport to me."

"So how does that explain the time gap?" asked the fourth commander. His name was Red Cross. His coat was bright green while his mane was spiked and darker green. He wore a green military uniform like the others, and his magic capabilities consisted of healing and defense. He was the head of medical research and defense in the Canterlot army, though he was only recently raised to his rank as a High General. He still spoke with a slight, hesitant shake in his face.

"I'm not sure," replied Zack. "He should have been here a while. I died only a couple of weeks ago before coming here."

"You died?" asked Red Cross as he stared at Zack with wide, confused eyes.

"Yes," answered Zack. "My friend killed Sephiroth in the reactor. But after the years of experimentation, Shinra wanted to hold on to us. They pursued us after we escaped and eventually caught up to us. I took down most of their army, but they still won and killed me." His mind flashed back to the day he died. "I don't know where my friend is now, but after all of that, I just hope he's still alive."

"You were killed in action?! That's disgraceful!" shouted Red Surge with a strong southern accent, the fifth of the commanders with a dark red coat and even darker red mane, said to possess the strongest telekinesis magic and the head of the weapons research division alongside Earth Shatter. A strange, red helmet covered his head as well as strange looking, plated, red armor on his body. "Letting yourself fall to the enemy is the number one disgrace of any military asset!"

"Hey, I'm only one special operative against thousands of well trained infantry, all carrying high caliber machine guns and coming at me in an endless stream. I wiped out all of them except for three remaining soldiers that could only take me on because I had been shot thousands of times already! You try doing better!" challenged Zack.

Red Surge was silent for a minute before saying in a quieter, though still audible voice, "Well ya still got yer ass handed to ya." Zack inwardly groaned in annoyance.

"We're getting off topic," Zack said. "Our main threat is Sephiroth. Let's start with his fighting style. He hides his attacks until the last second and only shows his attacks when he's desperate and gets sloppy. He's almost immune to elemental magic, but physical attacks are strong enough to handle him if you know what you're doing. His main asset is his speed. He can move faster than any monster I've ever fought or any SOLDIER I've ever seen. Combine that with a seven-foot long sword and a lust for destruction on his way to godhood, and you've got yourself the most powerful SOLDIER who ever lived. Unfortunately, the Jenova cells intensify the effects of the Mako energy, and that makes him even more deadly. If you come across a tall man with a black cloak, long silver hair, and a long sword, run. Until I know more about each of your skills in combat, I can't be sure whether you can handle it, even with what I already know about you."

Zack noticed the five commanders shift uneasily at the last sentence. 'Good,' thought Zack to himself. 'They should be scared.'

"Is there anything else that you can tell us about this 'Sephiroth'?" asked Wavepool.

"That's as much as I know," said Zack. 'Actually, there's a bit more,' he thought to himself. 'He's a lot more ruthless than I told them, and he brushes off magic like a feather. None of these ponies can fight him, not even the Princess's. Maybe Firemane or that Red Surge character, but other than that, we could be facing an unbeatable enemy. There's no telling how much stronger Sephiroth has gotten over the past week, which means this whole country is at risk, especially if he's formed a strong alliance with the changelings. And that's not even considering the possibility of him obtaining new kinds of magic or materia here.'

"Well, one thing is certain," said Princess Celestia, suddenly becoming more serious. "The changelings and Queen Chrysalis have declared war on Equestria by attacking and destroying the town of Ponyville. They will pay with blood."

Zack was taken aback by Princess Celestia's sudden harshness, but when he saw Twilight's reaction, that shocked him more. She let out a loud gasp, her eyes wide and her jaw dropped. "Princess!" said Twilight in confusion. "How could you say something like that?!"

"Twilight, the changelings have stepped far over the line by attacking Ponyville. That is an act of war, and I will not waste this opportunity to eradicate one of the most dangerous monsters on this planet."

"But is genocide really the answer?!" yelled Twilight. "How could you even suggest something like that?"

"How much do you know about the history of the changelings in Equestria?" asked Celestia, keeping her cold tone.

Twilight paused for a minute before answering. "I learned that there have been a few short wars, lasting only a couple of years. They were brutal, but we always came out on top. Why?"

"There's more to those wars than meets the eye," said Celestia. "What the history books don't mention was the horror of those wars. So many ponies lost their lives. It's impossible to truly understand the terror and violence that took place during those battles. Each time, the changelings met us with new kinds of magic, varying in strength and structure. Our military couldn't react in time. At the end of each war, Princess Luna or I had to personally step in and end the war ourselves with a concentrated magic strike. Of course, both Luna and I kept learning and developing new spells to counter theirs, but these came too late. We had to end the wars before any more of our citizens or military could be lost. And now, Zack tells us of this 'Sephiroth', a monster of a human with god-like strength and skill." She turned to Zack. "You should know, another ability of ours is to perceive psychic wavelengths from those around us. You have very weak barriers, Zack. With the information about your battle gleaned from your memories, this is not an enemy we can take lightly."

"You read my mind?!" asked Zack in fear. He wrapped his hands around his head as if that would protect him. "Stop it!"

"I have no need to delve into your psyche further. I've got what I need," she said plainly. "If only you could have seen what happened to Nibelheim, Twilight," she said to her pupil, her tone dissolving into sadness. She quickly straightened and regained her composure. "I cannot allow that destruction to spread to the rest of Equestria. It is time we ended the changelings once and for all."

Twilight suddenly stood up from the table and ran out of the room at a sprint. "Twili!" called Shining Armor after her.

Before he could stand, Red Cross said, "Don't. I think she needs some time alone." Zack glanced over to the pony before standing up himself and pursuing Twilight through the door. He barely caught a sigh from Princess Celestia as he stepped through the arch of the doors and pursued the fleeing tail of Twilight as she turned the corner down the hall.

He followed her for a few minutes before she led him back to her room, slamming the doors behind her. Just as they shut, Zack's fists hit the doors, though they refused to budge. "Twilight, open up!" he called to her. He could hear muffled crying coming from inside, but he tried again. "Twilight?"

"Go away!" he heard her yell from inside.

"What's wrong?" asked Zack. No answer. He waited before turning to the many guards who had cleared the way for Twilight and Zack. "Can you get this door open?" he asked to no one guard in particular.

One stepped forward before answering. "I am sorry, sir, but we are not to disturb Princess Twilight under any circumstances. Unless we believe her to be in immediate danger, we are not to enter uninvited." Zack drooped and sighed.

"If she opens up, call me," he said before handing one of the guards a Bluetooth earpiece. "Just push and talk." The guard used his magic to touch the button, triggering Zack's cell phone to ring. He answered it and the guard spoke to test it, the sound coming through the cell. Zack shut it and nodded before walking back to the conference room, hands in his pockets.

It took him a minute, but he got there to find all eyes on the door. It took him by surprise, but he took his seat anyway and awaited Celestia's words. When none came, he said "Well?"

"What more is there to discuss?" asked Wavepool. "War is here, so we must all prepare ourselves and the Canterlot army."

"Hell yeah!" cheered Red Surge. "When do we get to kill things?"

"Enough, Red Surge," said Celestia sternly. He immediately calmed down and sat, turning away slightly in embarrassment. "Wavepool is right. Earth Shatter, Red Surge, partner with Firemane and coordinate the discovery and countering of possible new changeling magic. Firemane, you are still responsible for deploying the rest of the military, but I've assigned a group of highly trained tacticians to assist you. Wavepool, you are to go with Zack on a mission I have for him. Zack, I need you both to gather materia in the Everfree forest. We've discovered new and unstable materia there, so I need you both to explore the area and gather as much information as you can as well as test these new discoveries in the field. Princess Luna will give you more information before sending you out later today." Zack snapped a quick solute, though he inwardly questioned why as she had no control or authority over him. "Shining Armor, I want you to amass your troops and provide support to Firemane's soldiers. You will be briefed more after the meeting."

"Yes, Princess," he responded with a light bow.

"You all have your orders. Dismissed," said the Princess. Zack was about to ask about Red Cross when Celestia addressed that too.

"And Red Cross, you are to go the town of Ponyville. There, you will find a group of unicorns at the hospital tending to Applejack, the pony I mentioned earlier. You are to assist in her recovery immediately. We'll need the elements of harmony at their strongest.

"Right away, Princess," he said.

While Princess Celestia and Red Cross took their leave, Wavepool approached Zack. "Zack, we are to meet Princess Luna in her quarters on the other side of the Castle. Meet me there when you are ready to proceed with our mission. Also, I await that information on materia."

"I'll talk to you about it while we're in the Everfree," said Zack. "It's best if I explain it where I can demonstrate." With that, Wavepool took her leave as well, followed by the rest of the conference until Zack was the only one remaining in the room. "I should probably go check on Twilight again," he thought to himself. "And Wavepool said that Princess Luna's room was on the other side of the Castle. Shouldn't be too hard to find. Just follow the guards."

So Zack left the conference room and did his best to make his way back to Twilight's room, struggling slightly with the navigation before he finally found the right hallway. However, when he looked towards Twilight's door, he froze in fear.

The guards lay dead in flowing blood around her door, stab marks and massive cuts stretched across their still forms. Twilight's door was broken down, the wood splintered and thrown inward as if impacted by a massive battering ram. From the doorway, Zack could feel air from outside blowing in like a draft.

He stood frozen in fear for a moment before jumping over the bodies of the soldiers and landing in the room. To his left he found a window shattered, the shards laying on the floor in front of the window. Straight ahead of him was the bed. The sheets were on the floor to the right of the bed, telling Zack that there might've been a struggle. That, and the mattress had a massive slice out of it. To his right was the room's bathroom, the door slightly ajar, though no other disturbance was present.

"Twilight?" he called. "Are you in here?" He cautiously made his way over to the bathroom door, his hand ready at the sword on his back. When he got over to it, he quickly pushed the door open and crouched, ready to draw his sword in case of an attacker.

Nothing. He relaxed when he saw nothing in the bathroom, which was surprisingly large and open. He stood back up and rubbed the back of his head in thought. "Where the heck is she?" he thought. He froze again when he heard hoofsteps behind him. He spun as soon as his body would obey, only to be met with a fireball to the face, launching him into the bathroom wall before breaking through it and throwing his body out onto the roof.

He hit the tiled roof of a hallway, breaking them where he bounced before finally resting at the opposite end near another one of the castle's outer walls. Ten seconds later, he tried to stand up, his body burning as several more of his wounds reopened under their bandages. When he stood again, he could see a large changeling walking on the roof toward him with a twisted smile on its face. Its wings began buzzing madly as it was engulfed in a green flame, transforming it into a human form. It took Zack a second to recognize it, but when he did, he let out a gasp in shock.

"A Genesis clone?!" exclaimed Zack. The changeling had become one of the copies that Zack had fought so long ago. How it even knew the clone's form baffled him, but he didn't have time to think as the clone's weapons materialized in its hands, using the same combat stance as Zack's old enemies. In a moment, Zack tugged the buster sword off of his back, wincing as more of his cuts split.

"You want me?" he challenged. "Come and get me!" A moment after he finished speaking, ten more changelings on either side of the first landed next to it, transforming into clones as well before wielding the same blades as the first. "Or," added Zack, "don't come and get me. Instead, why don't we talk this through? I'm sure we can work out something, right?" he chuckled nervously as his bravado left him.

The changelings in clone form suddenly stopped, turned to each other, shook their heads, and then continued their advance. Zack kept backing up until he felt his back press up against the wall. He cursed under his breath before bracing himself for an attack. However, none came.

As soon as one of the clones jumped forward, a beam of magic as dark as night pierced its head, vaporizing it before it could hit Zack. A second later, Princess Luna landed next to him. "Let us dispatch these monstrosities!" she shouted before armor appeared over her body, giving her an almost nightmarish look.

"What are you doing up here?" asked Zack.

"There's no time to explain, Zack Fair," she said in annoyance. She immediately rushed forward with what looked like a giant broadsword made of her magic, slicing through five of the changelings in one swing. Zack joined in and did his best to handle a small group of three, but in his condition, he could barely scratch them. However, that didn't mean he couldn't dodge. Which he did. A lot.

The changelings were a lot faster and stronger than the clones Zack had fought before. It was almost as if they had been upgraded by the changelings' transformations.

After a couple minutes of fighting, Princess Luna dispatched the last changeling before dismissing her magic armor and going to Zack who was down on one knee and panting in exhaustion. "Are you okay, Zack?" she asked, her voice taking a warmer tone.

"Yeah... yeah, I'm fine," he said as he tried to stand. His body betrayed him, however, and he dropped back down, his sword suddenly gaining the weight of a semi-truck as he tried to grip it. When he finally gained control enough, he pulled out a single elixir and drank it down quickly before finally standing and hooking his sword to his back. As the healing energy of the potion coursed through him, he felt a few of his cuts reseal under the bandages. It gave him enough energy to fight again, at least for the time being.

"Something's wrong," said Zack. "The guards that were protecting Twilight are dead, and I have no idea where she is."

"Then it is as I feared," said Princess Luna. "Come with me. We must go and see my sister."

"Why? What's going on?"

"I shall explain once we arrive in her quarters," said the Princess. She knelt down before saying, "Get on."

"Um, okay," Zack said as he cautiously got onto Luna's back. He had only a moment before she rocketed into the sky and flew towards the tower with Princess Celestia in it. They landed on the balcony, where Zack hopped off and ran to the shut glass doors before opening them. Inside, he saw Celestia backed into a corner, breathing heavily, though no apparent wounds were present on her. The assailant was none other than Sephiroth.

"Sephiroth?!" gasped Zack. Sephiroth turned towards Zack before cracking a smile.

"So you are here," he said.

"Zack, Luna! Run away! None of us can fight him, he's too strong!" cried Celestia.

That got Sephiroth's attention. "Right. Where were we?" he asked sarcastically as he turned back to the Princess.

"Don't you dare touch my sister!" shouted Luna, her voice becoming a roar as she fired a large beam of magic at Sephiroth. He didn't even attempt to guard it as the forced impacted him. When the spell finished, Luna gaped when she saw Sephiroth still standing, not even a scratch on him. A small ember from the heat of the magic rested on his shoulder, and he brushed it off like a crumb.

Just like that, Luna lost her courage and started shaking. Sephiroth pulled back his arm, rotated his wrist so the tip of the blade was pointing at Celestia, and jabbed as fast and hard as he could.

kerCHINK!

Sephiroth's blade was met with resistance as he saw Zack in front of Celestia, his sword raised with the tip of Masamune resting on its broad side. "So you can fight?" asked Sephiroth with a mocking tone.

Zack pushed against Sephiroth's sword as hard as he could, twisting his sword and deflecting Sephiroth's. "Of course," he responded defiantly.

"No, Zack," said Celestia pleadingly. "He is so much stronger than what I saw in your memories. I couldn't block any of his attacks and my magic did nothing. Please, just run away!"

Sephiroth didn't move an inch as Zack asked Celestia, "You couldn't block his attacks? How did you dodge them all?" He turned his head to look at the Princess and saw her form start to waver slightly as if she wasn't there. When it stopped, the Princess looked completely different.

Her body was covered in cuts. Her crown was no longer on her head and her mane wasn't flowing as it normally did. Her right wing was broken and hanging limply at her side, and blood suddenly became visible in different spots on the room. "Sister?" asked Luna, the innocence present in her voice again.

"I'm sorry, Luna," said Celestia. "I was no match for him." She suddenly fell to the floor, her eyes shutting as her blood slowly drained from her wounds.

Zack turned back around to find Sephiroth smiling. "You twisted son of a bitch," cursed Zack. "How could you do this?"

"How hypocritical," said Sephiroth smugly. "You nearly killed her during the battle in Ponyville. Now, you're worried about her?" His expression suddenly became serious as he said, "Make up your mind."

Sephiroth dashed forward and swung in an arc at Zack. He blocked it easily, but wasn't ready to guard Sephiroth's magic. "Thundaga!" called Sephiroth, electricity arcing from his fingers in massive bolts and striking Zack in the chest. The force knocked him off his feet and he fell to the ground, gasping for breath. His shirt was burned from the heat and he gritted his teeth as his wounds reopened for what he thought had to be the millionth time.

He coiled back on the ground and popped like a spring back into a standing position before guarding several more swings from Sephiroth. "Get Celestia out of here!" he called to Luna who was petrified from seeing her sister dying. "Now!" he shouted again. Snapping out of her shock, Luna teleported next to her sister before teleporting them both out, leaving Zack to fight Sephiroth alone.

Sephiroth backed up before calling out, "Firaga!" Three large balls of magic fired at Zack from Sephiroth's hand. He dove to the side to dodge them, but they followed him and struck him in rapid succession.

After the last one hit him, knocking him to the ground and almost finishing him, he felt a sudden burst of energy from within. Grunting in pain and jumping back up once more, he shouted as loud as he could (as if that would give him more strength), "Angel's Revenge!"

White wings of pure energy sprouted from his back as he launched up towards the high ceiling of the large bedroom. Sephiroth raised an eyebrow in curiosity as Zack's buster sword became cloaked in white energy. A moment later, he propelled downward like a rocket, pulling his sword back for a jab before landing. As soon as he was close enough, Zack thrust his sword forward just as he impacted Sephiroth, driving the massive blade through his chest and creating a large cloud of green smoke that quickly filled the room.

As it dissipated, Zack found he was staring right into Sephiroth's face, a sly smile on it. "How many times can you use that technique in a row, I wonder," he said plainly. Zack still hung above Sephiroth, noting what looked like green blood seeping from his chest. "What?" asked Zack out loud in confusion. His question was soon answered as green fire engulfed Sephiroth, forcing Zack to release the last of his energy to force himself away from his burning enemy. Lying where Sephiroth once stood in a haze of green fire was a changeling, a massive hole in its chest in the shape of the buster sword.

Zack suddenly heard the voice of Sephiroth echoing around him, filling up the room with his grim voice. "You haven't changed at all, Zack," he said mockingly.

"Sephiroth! Where are you?"

"I've got what I came for. Enjoy your final days of your short, human life."

"That's not an answer!" Zack received no response, for Sephiroth was no longer there. He let out a sigh of defeat before sitting down on Celestia's bed to rest for a moment. Suddenly, his phone began ringing. He quickly pulled out his phone and flipped it open, hoping that someone from his world was calling him. He was disappointed to hear Luna's voice instead. "Hello?"

"Zack, is that you?" she asked in confusion.

"Yeah. You called?"

"Well, no. But this little piece of technology doesn't look like anything Equestrian, so I pushed the button. It must have contacted you."

"Well, that's what it's for," said Zack. "I'm actually glad you called. Sephiroth got away."

Zack heard a sigh from the other end before he heard Luna say, "Well, the important thing is that you're still alive. My sister is in much worse condition than from when you fought her. I'm doing my best to heal her, and I've reassigned Red Cross to stay here and help me. We'll need you to help us fight Sephiroth."

"That was my plan all along," said Zack confidently, even though he felt like crap.

"Good. Are you fit enough to proceed with your mission with Wavepool?"

"I'm ready as I'll ever be. But Princess, I think Sephiroth took Twilight," Zack said.

"Those were my thoughts exactly," she responded. "Meet me in the conference room. We'll talk there."

"Right," responded Zack before hanging up and leaving Celestia's room, on his way to the conference room to meet with Luna. He grunted in pain as he tried to navigate his way there, downing another elixir in the hopes that it would heal him. It worked, but only slightly. It helped, though, and it made it a lot easier to find his way back to the conference room.

He pushed the doors open and found Princess Celestia sitting in her chair with Princess Luna and Red Cross projecting healing spells at her, slowly sealing her wounds. She was unconscious, but Princess Luna noticed Zack enter and she stopped her spell to speak to him. "I have called Wavepool here as well. You must proceed with your mission as soon as you are able."

"Right," said Zack. Princess Luna suddenly charged her horn with more of her healing spell and she shot Zack straight in the chest. From Zack's perspective, he felt an immensely strong cure spell coursing through his body, instantaneously healing his wounds and rejuvenating him.

When Princess Luna had finished, Zack asked, "Why didn't you use that on me a week ago?"

"I apologize, but my sister was my top priority," she said plainly. Just then, Wavepool opened the doors with her magic and entered the room.

"Princess," she bowed before addressing Zack. "Are you ready to proceed?"

"Yeah," he responded. "How about you?"

Before Wavepool could answer, Princess Luna cut her off. "I must add a new objective to your mission. As you know, Twilight Sparkle was abducted just 10 minutes ago. The changelings came from the Everfree forest during the raid on Ponyville. That has given my sister and I reason to believe that they may have taken her there. Rainbow Dash may also be captured there. You are to search the forest for them during your mission. If you see or hear anything out of the ordinary, you are to report to me via the device that Zack gave to the guards." Princess Luna used her magic to pull the Bluetooth device from her ear. "Wavepool, if you are separated from Zack, you know the spell to communicate with me directly."

"Of course, Princess," responded Wavepool.

"Now, go," said Princess Luna. "I will teleport you to our Forward Operating Base in the wreckage of Ponyville. From there, proceed to the forest and investigate the new materia. Test it in the field and investigate the whereabouts of Twilight Sparkle and Rainbow Dash. That materia may be our only hope against Sephiroth and the changelings," she finished. "Are you both ready?"

"Of course, your highness," said Wavepool.

"Then ready yourselves." Princess Luna shut her eyes as her horn began glowing navy blue. A strange circle with odd runes in it appeared under Zack and Wavepool, lighting up the room with a brilliant blue glow.

"Does this hurt?" asked Zack worriedly.

"Only if you struggle," said Wavepool playfully, breaking her military cold for a moment.

"Hey, that's not funny," protested Zack. As soon as he finished, his vision was consumed by a bright blue light, blocking out everything else as his body went numb.

Author's Note

This is from Zack's perspective, remember. He wasn't around for FF7, so he didn't know the rest of the story or that Sephiroth was still alive.