//------------------------------//
// Act 3 Part 1 - The Darkness of C.T. 
// Story: I Against I, Me Against You 
// by Flynt Coal 
//------------------------------//

Two soldiers walked slowly along the outer platform on the north side of the facility. Dressed in the drab green fatigues usually worn by the marines of the UNSC, the pair had long since abandoned the gray and white powered armor they had during the op in the desert a few days ago. It was a shame: that Freelancer tech was way more advanced than the simple military fatigues they wore now, but they didn’t want to give the rest of their unit the wrong impression. Preferring the enemy’s uniform over their own might make their friends—and even worse, their boss—start to question their loyalty.

So it was with a weary sigh that the pair stopped their patrol to stare out across the vast expanse of water below them.

“Hey,” the first soldier said.

“Yeah?” asked the second.

The first soldier loosened his grip on the rifle in his hands and flexed his fingers, making the joints crack. “What are we even doing out here? I mean, why are we patrolling the outer perimeter of a facility that’s supposed to be abandoned? Having guys walk around in plain sight kinda ruins the illusion, wouldn’t you say?”

Indeed, the exo-atmospheric fighter launch facility codenamed “Countdown” had been long since abandoned by the very military program they were now at war with. There was even a single Sabre starfighter still in place on the central launch pad. It was the ideal headquarters for whenever they were running ops on Repertum (the planet their enemy made its headquarters), but there was always the risk Project Freelancer would discover their presence.

The second soldier turned to the first and gave him a shit-eating grin beneath his mask. “So, what you’re basically asking is: Do you ever wonder why we’re here?”

“Goddamn, I try to talk about existentialism one time and you never let me live it down!”

“Ooh! Is that the thing where you try to question the nature of your existence?” a high-pitched female voice that sounded like it was on helium joined the conversation. 

Slowly, the two soldiers turned... and their jaws dropped open at what they saw. Standing on the platform a few feet away from them was what could only be described as a small four-legged animal. It was a near-blinding shade of bright pink, and had a big poofy mane that bobbed as the creature excitedly hopped up and down in place. Then, much to the pair of soldiers’ continued shock, the creature continued speaking.

“I used to think about that kind of stuff all the time when I lived on the rock farm! Stuff like: What’s my purpose in life? Is there something more out there beyond what we know on our world? What’s the point of doing anything if we’re all just specks in the grand scheme of the universe existing for barely a fraction of an instant before we’re snuffed out by the cruel eternity along with our entire legacy?”

“Uh….”

“But then I saw Dashie’s sonic rainboom and I was like ‘Whooaaa, rainbow explosions are super cool, I want to do that, but I can’t because I can’t fly so I’ll just throw parties instead because everypony loves parties almost as much as they love explosions!’”

The two soldiers could only stand there in complete stupefaction, unable to think about anything but the rambling pink creature before them.

“I know! We can have an explosion party! It’ll be the best of both worlds! Just don’t get too close to the explosions, ‘cause they might hurt your body a whole lot and put it in separate places!”

“Is that… a pony?” the first soldier finally asked.

“Oh my God! Dude, it is! I’ve always wanted a pony!” the second soldier bent forward and extended his hand, beckoning the pink creature closer. “C’mere little guy! C’mere! I have crackers!”

The pink pony gasped. “Crackers?!”

“Do you want a cracker?”

The pink pony nodded, and the man’s voice increased in pitch as the baby talk continued.

“Do you want a cracker, huh?”

Another nod.

“Do you want a cracker? Yes you do!”

“I so want a cracker!”

The soldier suddenly collapsed to the ground as another quadruped jumped on top of him from above. The second pony had a white coat and wore a set of faded gold barding to go with her blonde mane and tail. She brought her front hooves down on the man’s head as soon as she landed, knocking him out cold.

“Oh shit!” the remaining soldier exclaimed, backing away with his rifle raised. “Take my crackers, little ponies! Take all of my crackers! Just don’t hurt me!”

The soldier stopped when he heard something land behind him. The man turned around to find a soldier wearing aqua-colored powered armor suddenly standing there. It took him a moment to realize the man must have been one of those simulation troopers Project Freelancer kept around, and all at once he realized what was happening. It didn’t make him any more prepared when the aqua soldier grabbed a device off his hip and activated it, causing a dual-pronged energy sword the likes of which he’d never seen before to appear in his hand.

“Swish! Swish! Sssssheeeeoooooooooo!” The aqua man lunged forward with the sword, striking the hapless soldier hard and true. The force of the attack sent him flying over the guardrail and into the ocean below. “Oh-ho! Get shit on!”

Rarity took this moment to finally come out of her hiding place in the shadows while the aqua soldier continued making noises with his mouth. “Shooooooooooooooooooooom….” 

“Excellent job with the distraction, Pinkie Pie darling,” Rarity said, doing her best to ignore the man in aqua making goofy energy sword noises.

The pink pony in question just looked forlornly at the knocked-out soldier in front of her. “Aw… they were gonna give me crackers….”

“Sheooooooooooooooo wshshhhhhhhh!”

“Nice work with the takedowns as well,” Rarity said to the other two. “Though, I think the sound effects are a tad unnecessary, Mr. Tucker.”

“What?!” Tucker exclaimed. “Girl, if you had a sword like this, you’d understand. The sound effects are crucial!”

“But the sword already makes sound on its own!”

As Rarity and Tucker bickered, Sunny Side shifted her hoof plating before grabbing the rifle the soldier below her had been carrying. It was a semi-automatic medium to long range weapon, firing in single burst shots as opposed to the three-burst BRs she was used to seeing. Surveying the weapon along with her, Sunny’s mental passenger made herself known, the tiny black specter appearing beside her.

“A Charon model M395 DMR, complete with a muzzle break, recoil dampeners, and a thermal scope,” the armored M.I. said, looking at the identical weapon the other soldier had dropped. “These are some major league toys for a bunch of Insurrectionists.”

Rarity looked at the construct curiously. “What are you thinking, Tex?”

“Either these guys are getting funding from some really powerful people... or they’re not who we initially thought they were.”

Before Rarity could ask Tex what exactly that meant for their current objective, Sunny put a hoof on the radio headset she had borrowed and began speaking. “This is Team 1. The north entrance is clear. Team 2, what’s your status?” 

“This is Red Eagle,” a familiar gruff voice with a thick Southern accent replied. “Pink Princess and I have the west side locked down.”

“Saaaaarge! I told you, Pink Princess isn’t my code name,” a feminine male voice joined the conversation, “it’s Lightish-Red Princess!”

“Son, there’re only two colors: red, and everything else. Anyway, we have the west side locked down. El Roboto is hacking the security network now, isn’t that right, El Roboto?”

“¿Por qué estamos utilizando nombres en clave? No creo que el enemigo le importa lo que somos (Why are we even using code names? I do not think the enemy cares who we are).”

“Okay. Team C, what’s your status?” Sunny said, trying to keep patient.

A somewhat high-pitched goofy voice answered, “Well, my toe hurts and sometimes I feel like I won’t accomplish all of my dreams in my lifetime, but it’s okay. I’m living one day at a time.”

After what sounded like a struggle, a female voice with a Southern drawl took over, “What Caboose here means to say is the south entrance is as clear as a freshly bucked orchard.”

Sunny rubbed the bridge of her nose. “Very good. Overwatch, how are things looking?”

A harsh and somewhat nasally male voice answered, “Things are lookin’ pretty good from up here. Not much activity, so I don’t think they know we’re here yet. So far, Operation: Shrinking Circle is moving along without a hitch.” Church paused. “And Tucker, if you tell me it looks more like a triangle from there one more Goddamn time, I will shoot you where you stand.”

“What, with the sniper rifle? We don’t have all day, dude,” Tucker answered.

“I don’t know how we get anything accomplished anymore…” Rarity muttered.

“All teams stand by,” Sunny ordered. Or Tex; it was hard to distinguish between the two sometimes. “As soon as Lopez disables their security, we’re moving inside the facility. Once we’re in, we’ll get into their network and find out where they’re keeping the objective.”

Rarity, of course, was going to make sure she found her objective first. Then, and only then, would she help them find 636 Rambling Frequency. Once they acquired the Forerunner A.I. and the data it possessed, they would at long last be able to return to Equestria.








“She’s still way too young, Velvet,” her father said. “She won’t understand.”

“She’s a smart filly,” her mother replied. “If we don’t tell her soon, she’ll probably figure it out herself!”

“I hope not. Honestly, I hope she never finds out…”

“Things are lookin’ pretty good from up here,” Church’s voice dispelled the memory of the dream and brought Twilight back to the present. The dream had become more and more frequent ever since their attack on Freelancer Command, but like before, she always seemed to wake up before her father finished speaking. Even when she didn’t, she never remembered what he said.

Twilight simply decided to focus on the mission at hand. She and Church were on the roof of a partition off to the side of the main building several stories up. They had a good view of most of the building’s exterior, and Church was surveying the other teams through the scope of his sniper rifle while Twilight acted as his spotter. He was currently focused on Team 1, who were on the south observation platform far below.

“And Tucker, if you tell me it looks more like a triangle from there one more Goddamn time, I will shoot you where you stand.”

Whatever response Tucker came up with was lost to Twilight, as she’d given her radio headset to Sunny and Tex for this operation. She could guess the gist of it though, as Church lowered his rifle and groaned, “It’s the fuckin’ Parabola of Mystery all over again….”  

Although grumpiness was pretty par for the course with Church, Twilight couldn’t help but worry that his latest moods were the result of the recent revelation regarding who—or more accurately what—he really is.

“You doing okay, Church?” Twilight asked.

“Spectacular,” Church stated unconvincingly.

“If you want to talk about the whole… Alpha thing….”

“No,” Church said, turning to face her. “I don’t even want to think about that right now. Let’s just focus on getting back to your homeworld so we can do whatever convoluted shit Tex wants us to do next.”

Twilight frowned. “You’re going to have to face this at some point, Church. The fact that you’re an A.I. is kind of a big deal.” 

When Church responded by opening and closing his hand like a talking head, Twilight tried a different approach. “Look, I know this can’t be easy. I can’t even imagine how I would feel if I learned something life-changing like that.” Twilight’s enigmatic dreams made her wonder whether she would know exactly what that would feel like one day soon.

“Yeah? Well, good news: I don’t think you’ll ever have to worry about anything as bad as finding out you’re not a real person and that all of your memories aren’t even yours!” Church’s voice began to grow strained, but at least she finally had him talking.

“Well… you never know!” Twilight decided a little humor might lighten the mood and gave Church a sly smile. “Maybe I’m an A.I. too!”

“Pfft… you’re not an A.I.”

“For all we know, I could be! After all, we didn’t know you were an A.I. until recently. What if all of our other friends are A.I.s?”

“You wanna know how I know you’re not an A.I., Twilight?” Church asked. When Twilight shrugged, Church punched her shoulder.

“Ow!” It wasn’t a hard punch. It probably wouldn’t even leave a bruise. Didn’t make it any less painful though. “What was that for?”

“That hurt, huh? Wanna know why?” Church asked. “Because you have a flesh and blood body; the same one you’ve had for your entire life! My body was synthetic the whole time I was in Blood Gulch, and my memories of everything before that weren’t even real. You on the other hand, still talk to people you knew since childhood on a regular basis, right? People who can confirm that everything you remember actually happened?”

Twilight nodded.

“You’re not any kind of artificial construct, Twilight,” Church then glanced aside at no one in particular. “People would have to be crazy to actually think that!” 

“It was just a joke, Church,” Twilight said with a frown.

“Yeah well… it was in poor taste.” Church turned around and continued surveying the base through his scope.

“I’m sorry,” Twilight said, her voice trembling when she saw that all she did was make Church’s mood worse. “I just wanted to help you feel better.” 

Church didn’t seem to have heard her, as he had his finger pressed to the side of his helmet in what Twilight had come to know as the universal “I’m listening to my earpiece” signal. Remembering they were currently in the middle of a mission in hostile territory, Twilight decided it best to let the matter be dropped for now.

“They’re in,” Church reported after some time. “C’mon, they need us down there.”

Her head back in the game, Twilight looked down at the platform below and fired up a teleport spell. In a flash of light, she and Church were standing on the metal walkway overlooking the sea. Neither of them noticed the hulking figure standing on an adjacent roof as they entered the building.

The towering soldier in white and brown powered armor emitted a low growl as it watched them go. It began to turn transparent as it activated its cloaking device, but all of a sudden sparks shot out of its systems and it became visible again. With a frustrated snarl, it turned to find another way down.

Twilight and Church entered the building carefully, wary of enemy patrols. The pair arrived at their destination without incident; Team 1 was waiting for them in a triangular room. The idle beeping and humming of computers filled the room, and terminals with blinking lights lined the walls. Tucker, Rarity and Pinkie Pie each took up vigil by one of the three doors, while Sunny stood in the center. She noticed Rarity was holding a familiar heart shaped gem closely.

“We should be able to access their main network from here,” Tex said, her magical avatar appearing next to Sunny when Twilight and Church entered. “We can use that to find out exactly where CT is keeping the artifact.”

Church looked around the room. “Uh, I’m no expert at hacking, but don’t you need—oh I don’t know—a screen of some kind to be able to use a computer?”

Seeing Church’s wide arm gesture around the room, Twilight noticed there was indeed a lack of any kind of monitor to use with the hard drives lining the walls.

Tex simply looked at Church. “Not unless we have an A.I.”

“Wait, where are we going to find a…?” Pinkie Pie asked before looking at Church. “Ooooooooooh…”

“You want me to enter the computer? Who do you think I am, Tron?” Church exclaimed.

“Not only is this the best way to find the info we’re looking for, but having an A.I. in their systems will give us a huge advantage,” Tex explained. “If this works, Church could be our eyes and ears throughout the entire facility. He could even turn their defenses against them!”

“Yeah, or I could be hopelessly lost in a virtual environment without the first clue of how to even navigate it!” Church argued.

“Church does have a point,” Twilight said. “He’s only now barely coming to terms with the fact that he’s the Alpha. What makes you think he’ll know how to enter a computer, let alone find the exact information we’re looking for?”

“Now that he has Epsilon’s memories, Church should be able to access all of his old functions again. It’s just a simple matter of remembering them,” Tex explained.

“With all due respect, Agent Texas, wouldn’t it be better for Church to relearn his abilities at a later point?” Rarity asked.

“Yeah! Y’know, some time when we’re not balls deep inside an enemy base?” Tucker chimed in, adding a barely audible “bow chicka bow wow.”

“Meh. I always found the ‘sink or swim’ approach most effective,” Tex stated.

“Yeah, you’re nuts. I’m not doing this,” Church said, turning away. “Hey, if you really wanna see me sink or swim, maybe I’ll just throw myself into the ocean. Save us the extra step interfacing with the computer would…”

Church was cut off when the armored pony promptly jumped on his back. Before Church could so much as utter an expletive, Sunny grabbed something in the back of his helmet with her mouth and pulled it out. Church’s body immediately went limp, and the guardsmare was now holding a computer chip with a glowing center in her mouth.

“Hey! Put me back in my body, you crazy bitch!” An image of Church suddenly appeared, projected by the chip. Unlike the other times Church entered “ghost mode,” the man wasn’t a transparent figure in white armor the same size as an ordinary human. Rather, Church was now a tiny cobalt blue hologram, looking up at everyone around him. “At least take me out of your mouth. This is fucking disgusting!”

Sunny ignored Church’s whining as she marched up to one of the hard drives and inserted his A.I. chip into a slot. The room suddenly went quiet.

“Thank you, Sunny,” Tex said. “Now we wait….”

Twilight looked at the quiet computer with no shortage of concern. “How will we know when he’s done?”

Her question was answered by a flashing red light and a blaring alarm filling the whole room.

“Great. Fucking great. Church is in there for not even five seconds, and he already trips an alarm!” Tucker moaned.

Sunny immediately reached for her headset, through which Tex shouted, “Team 2! You told me you disabled their security measures!”

“We did!” Sarge’s voice shouted back. “I mean, Lopez did! Whoops, forgot the code name. El Roboto did.”

“Sarge…”

“No es mi culpa. Culpar a la naranja, (Not my fault. Blame the orange one,)” Lopez stated over the radio.

“Maybe they have a separate layer of security that just detects A.I.s?” Twilight suggested.

Considering this group was at war with Project Freelancer, it would make sense. Twilight and the others didn’t have much time to think about it, though, as Insurrectionist soldiers started pouring into the room from all entrances.

Through Sunny, Tex quickly tried to carve a path through the enemies toward the closest exit. She managed to knock out two men with swift punches, and soon found herself face to face with a soldier that looked different from the rest. He wore ODST armor of a steel color with red detail, and had an ammo belt strapped across his chest and another filled with grenades across his waist. 

She moved to take him out just as she had with the other two, but the man caught her next punch with unnatural speed. It was only as he raised Sunny up and roughly threw her to the ground that Twilight heard mechanical whirs accompany his movements. She then saw that not one, but both of his arms were entirely cybernetic. Tex slowly climbed to Sunny’s hooves, and seemed ready to keep fighting until she noticed she and the others were completely surrounded by over two dozen soldiers, each with their weapon trained on the group. 

“Alright assholes, we have you surrounded,” the apparent commander said, his mechanical arms whirring as he drew a shotgun. “Do you wanna stand down, or should we take this to its logical conclusion?”

Twilight looked around. The room was awfully crowded now, with Insurrection soldiers on all sides. If there was a way out, she didn’t see one.

“Okay. You got us,” Tex said, releasing her mental grip on Sunny, who in turn relaxed her posture.

“About fuckin’ time you Freelancers learn when you’re beat,” the cyborg addressed his men. “Take them to the boss, and keep all of them in your sights constantly. No one’s getting behind me this time!”

As they were escorted out of the room, Twilight couldn’t help but glance back at Church’s cobalt body lying lifeless in the corner.









Princess Celestia was used to always being in control. Whether she was dealing with affairs of state, foreign politics, or the fate of the world, Celestia always had the matter in hoof. Even the sun itself couldn’t rise without her direct intervention. Thus, the tall white alicorn felt profoundly uncomfortable as she found herself in a situation that had gone far beyond her control.

Sure, she’d taken measures to help ensure the outcome of the current situation would be favorable. She had Spike send the important documents Washington had found to Twilight’s home in Ponyville, along with instructions to the former Freelancer on how to proceed. It didn’t make the part where she had to wait for her gamble to pay off any easier.

Still, if there was one thing Princess Celestia could control, it was the manner in which she handled the admittedly dark situation. It was thus that she stood tall and proud in the rear gardens of Canterlot Castle, staring ahead at the horizon with her patented calm, serene expression. The gardens were empty save for herself, her sister, and Spike. Empty because they were expecting a very important envoy, and she didn’t want anypony around to witness what was happening. If there was one thing she and the Director still agreed on after all these years, it was to keep the presence of his forces on this world a secret.

“So…” Spike started, before he went quiet again.

Celestia looked down at her student’s Number One Assistant and smiled. “Yes, Spike?”

“Why are we letting them do this?” Spike asked. “Can’t you stop him? Can’t you, like, use the same power you use to control the sun to pull their ship out of the sky or something?”

Celestia just gave him a sad smile. She sometimes forgot how many of her subjects still believed she was all powerful. That she was always in control. “Spike, you very well know that the only reason Luna and I can even move the sun and moon at all is because of the inherent magical connection they have to Equestria. The Mother of Invention has no such connection, and so is beyond my power to manipulate from here.”

“Well, can’t you use the sun or moon to attack them? Hit their ship with a solar flare, or smash it with the moon?”

“And destroy half of Equestria in the process?” Luna asked sternly. “No, Spike. It would be pointless to stop one disaster only to cause another.”

Celestia thought her sister’s tone might have been a little harsh, as evidenced by the way Spike flinched and looked away. She couldn’t blame Luna for being unhappy though. It had only been a couple of days since Celestia spoke to the Director for the first time in over twenty years. A couple of days since she told Luna everything. Celestia only wished that her sister would direct her ire at her instead of Spike. She was the one who brought this all on them after all.

“Hark! Yon vessels approach!” Luna exclaimed, slipping back into her old Equestrian dialect briefly, something she still did on occasion whenever she was surprised or excited.

Celestia returned her gaze ahead and saw three specks growing ever larger in the distant sky. As they grew bigger, Celestia recognized them as the same class of Pelican dropships as the one that crashed in Dodge City. As the one he arrived in all those years ago. But something wasn’t right, however. 

“Why do they need three dropships for a single envoy?” Celestia mused aloud.

“Envoy? Is that what you’re waiting for out here?” 

Celestia’s veins froze at the sound of the familiar, self-important voice. “Is it that Grimley bloke from Griffonvale? I always liked him!”

Slowly, Celestia turned to her left to see a familiar white unicorn stallion with a flowing blonde mane wearing a black collar complete with a blue bowtie walking unevenly towards her.

“Blueblood?! What are you doing here?” Celestia exclaimed. “I specifically decreed that the west gardens were off limits to all but myself, my sister, and my assistant until further notice!”

Blueblood wobbled a little closer and threw a foreleg around her. Normally, even the most self-important nobles wouldn’t have dared to so much as kiss her hoof without her permission, but Blueblood had always treated her no differently than if she was merely a close relative. This was most likely the result of the fact that they were, in fact, very distantly related, Blueblood being descended from Princess Platinum. His apparent comfort around her was actually quite refreshing, and was a quality of his Celestia usually appreciated. Though, she couldn’t help but notice the uneven sway of his body and the half-empty glass of wine in his magical aura.

“Yes, your guards at the door said as such, but I told him… I said: ‘Good sir, I am Princess Celestia’s favorite nephew! If she doesn’t want me around, ssssh-she’ll jus’ tell me herself!’”

Celestia didn’t miss the way he slurred some of his words. “And I’m telling you now, Blueblood. Leave. Trust me, it’s for your own good.”

“Pffffffft,” Blueblood gave a wobbly smile, spraying Celestia’s royal cheek with a bit of spit. “You always knew how to get a chuckle out of me, my dear!” Blueblood jabbed her ribs with an elbow. “Heeeeeey… tell that one joke wot... that you did when I was a foal….”

The sound of ship engines quickly rose over the peaceful silence of the gardens as the trio of dropships swooped in. Blueblood’s eyes widened as the Pelicans rotated in the air and began descending in front of them. The prince then gave the glass of wine in his aura a long, accusing stare before dumping the rest of it onto the grass. As the three ships began hovering low above the gardens, their rear bays opened and dozens of gray armored Freelancer troops started pouring out. All the while, Prince Blueblood looked on in a state of stupefaction. 

Ignoring him, Celestia strode forward. She found what she assumed to be the CO: a woman in gray armor with red detail. “What’s going on here? We were told Project Freelancer was only sending an envoy. Where is he?”

“Right here, your highness,” a dark, patronizing voice with an accent reminiscent of the confused Canterlot noble standing just behind her rose above the din of the engines. A Freelancer in white powered armor carrying a sniper rifle hopped out of one of the ships and casually strode toward her.

“Wyoming?” Celestia exclaimed.

“Nice to see you too, Celestia,” Wyoming said, his voice dripping with dry sarcasm. “And may I say you are looking ravishing tonight? The worried frown and dark circles under your eyes really suit you!”

“Now whoa whoa wait a minute…” Blueblood slurred, stumbling closer. “I don’t know who or what you think you are, but if you think you can just show up at the castle unannounced and disrespect Her Royal Highness Princess Celestia like that….”

“And what is this?” Wyoming asked, looking down at the outraged prince before him. “I didn’t know you made a habit of letting your dogs off their leash, Princess!”

“Wha… dog?! How dare you!” Blueblood fumed. “If I’m a dog, what does that make you? Some kind of… hornless minotaur in a tin can?”

“Why don’t you be a good boy and play fetch with some bullets?”

Celestia looked at the growing confrontation with increased annoyance. At the sound of snickering behind her, Celestia looked over her shoulder to find Luna struggling to contain laughter.

“What’s so funny?”

Luna stepped closer and whispered, “It’s like Blueblood in stereo!”

Celestia couldn’t help but smile a bit. Her concern for how her little sister was taking the recent revelation had been justifiably high, but the fact Luna was cracking jokes with her again at least indicated that things might finally be okay between them.

“Alright, mate. As enlightening as it is trading quips with a halfwit, the Princess and I need to have a chat,” Wyoming continued in his dry, patronizing voice. “Why don’t you run along back to the kiddie table and let the grown-ups talk.”

The offended prince seemed about to retort when Celestia stopped him. “Blueblood… please.”

Seeing the desperate look in his princess’s eyes, Blueblood’s face shifted to the very image of sobriety. With a respectful bow, the prince backed off and let Celestia take charge.

“Alright, what’s going on, Wyoming?” Celestia asked. “Why are all of these troops here?”

“My men and I are going to be taking up residence in your castle for a bit. Make sure you aren’t doing anything the Director doesn’t like.”

“But… what about…?”

“These men are aware of the risks, and are ready to evacuate at a moment’s notice,” Wyoming’s voice suddenly turned dark. “Of course, the Director is prepared to follow through with his threat regardless of who is still in the castle when it goes up, so don’t get any cheeky ideas while we’re here.”

Could this really be the same man I worked with all those years ago? Celestia wondered.

Wyoming’s attention, however, suddenly shifted elsewhere. “Well now, this must be the sister you’d spoken so fondly of on our last visit,” Wyoming said, approaching a glowering Princess Luna and gave a mocking bow. “Agent Wyoming, at your service, Princess… Luna, is it?” Luna nodded, and Wyoming rose. “The pleasure is all mine!”

“That it is,” Luna responded evenly.

Wyoming turned back to address Celestia. “You should listen to your sister, she seems to have a lot of wisdom to share,” he took a step closer. “After all, it would be pointless to stop one disaster only to cause another.”

Both Celestia and Luna stared at Wyoming with no shortage of shock, while Wyoming gave both of them a knowing look. How is that possible? Celestia wondered, growing ever more worried as her control of the situation continued to slip. He must be spying on us with our own security measures, but only a very skilled magic user would be able to…. With a newfound horror, Celestia realized exactly what that train of thought implied, and all at once the situation was far worse than it was before.

“So long as the two of you cooperate with us fully, and don’t try anything foolish—like trying to contact Agent Washington or your current protègè—Project Freelancer will be on our way in short order,” Wyoming said, turning to join two of his associates. “And to ensure everything remains nice and quiet, I’ll have to ask you to lock down the castle and the city for the time being. Nobody will be leaving until we’re done here.”

Neither princesses nor Freelancer noticed the white unicorn stallion forgotten at the edge of the conversation. Prince Blueblood shot his new arch-nemesis a glare as he muttered. “We’ll see about that… mate.”





  



Rarity looked around anxiously as she was led to the upper floors of the Insurrectionist base along with Twilight, Pinkie Pie, Tucker, Sunny, and Tex. She remembered what had happened the last time she was captured by these people. The group passed along the upper catwalks of a launch bay that was open to the sky. A large starfighter sat propped up on a vertical launch pad, looking ready to take off at a moment’s notice. Rarity wondered whether Caboose, the Reds, and the rest of her friends had been captured too, and held on to the hope that they were still lurking around. There was no sign of Church.

Eventually, the group reached a door on the uppermost walkway overlooking the launch bay. Inside was a control room where a single familiar figure in brown powered armor stood. CT was facing a large communications screen through which he appeared to be speaking to someone. There was no image on the screen save for an audio waveform and a single word in the corner: Control.

“It’s been three days,” the voice coming from the screen sent chills down Rarity’s spine. It was heavily disguised; so artificial and distorted it was impossible to even tell whether the speaker was male or female. 

“Most of the data on the artifact is corrupted,” CT said, “and what’s left is heavily encrypted. It will take time.”

“Time we do not have,” Control intoned. “The Oversight Sub-Committee’s investigation of Project Freelancer is drawing to a close. If the Chairman does not find any decisive evidence, the Director will continue his research with my property unabated.”

“You don’t have to remind me….”

“Sir!” The cyborg stepped forward, mechanical arms clicking in place as he gave a salute. “We captured this group trying to access our database.”

“Thank you, Lieutenant.” CT finally turned around, and even behind the windows on his helmet, Rarity felt his eyes lock with hers. He then turned back to the communications screen. “I have to go.”

“The next time we speak, I expect results.” The screen flickered out and just like that, Control was gone.

“Well, Sergeant Tucker and Miss… Rarity, was it? Welcome to my abode!” CT moved over to one of the consoles and pressed a few buttons. “You don’t mind if I take a few measures to keep everyone on their best behavior, do you?” A pair of automated chaingun turrets emerged from hidden panels on the ceiling and pointed at the captured group. “Yeah, I didn’t think so!”

“CT. Still a fuckin’ tool, huh?” Tucker cooly stated. Rarity had to give him credit: he was able to remain calm in the face of overwhelming odds. Admittedly, it was always a trait she found attractive. In attractive stallions, of course.

“Said the pot to the kettle,” CT said, pacing in front of the group. “Now, I’d personally like to ask how the hell you people managed to find me here.”

“It was easy. After Mr. Metal Arms there captured us, he and his friends brought us right to you!” Pinkie exclaimed with a smile.

“That’s not what I meant, you dumb bitch.”

“Well that was rude! I am not a dog... OOH! FLOOR FOOD!” Pinkie bent down and started eating something that may or may not have been edible off of the floor.

Remembering what had happened the last time this man didn’t get the answers he wanted, Rarity wasted no time in pulling out her Fire Ruby. “I let you borrow this purely because I’m such a generous soul, but I’m sure you understand why I’ll be taking it back. It is after all quite precious to me.”

Although part of her had answered out of interest in keeping CT from executing any of her friends, Rarity couldn’t help but feel a little smug when she saw the Insurrectionist Leader connect the dots.

“A tracking gem. Very clever,” he said. “Of course, I’d expect nothing less from Princess Celestia’s protègè.”

“I told you, I’m not the princess’s student!”

“Still sticking to that old story, huh? Fine. If you’re not the protègè, then who is?”

At that, Twilight stepped forward and gave CT a cold, hard glare. “I am!”

“You?” CT exclaimed, sounding genuinely shocked. After studying Twilight for a few moments, he said, “No, you can’t be her. You’re way too young.”

Rarity suddenly found herself sputtering uncontrollably as she looked at CT with indignant shock. “E-excuse me?!?! And what does that make me?”

“Yeah! Rarity’s like, a year older than me, and I’m turning twenty-one in eight months!” Pinkie Pie happily exclaimed.

“What?” Whatever CT was about to say next was cut off by the sudden gunfire echoing through the launch bay just outside. “Ugh, what now?” 

Perhaps the others are attempting to rescue us, Rarity thought hopefully. 

“Jones, see what’s going on out there,” CT ordered. The man he spoke to seemed about to say something in response, but ultimately settled on simply saluting and leaving to attend his task. 

As the gunfire continued outside, CT returned his attention to the captured ponies. “So… you’re no older than twenty two?”

“Well, it’s impolite to ask a lady her age, but yes,” Rarity answered.

For the first time, CT’s angered, aggressive posture relaxed. It seemed he wasn’t sure what to think. “But that would mean… you’re not the unicorn that helped the Director twenty years ago.”

“Exactly,” Tex said, revealing herself to CT for the first time during the conversation. “Just like you’re not CT!”

The man claiming to be CT took an alarmed step backwards, and his voice trembled as he looked at the small black figure. “You…. N-no!” CT raised a hand toward the captured group. “Kill them! Kill them all, now!”

What happened next transpired too fast for Rarity to process. The Insurrection soldiers all raised their weapons, but Pinkie, Twilight, Sunny and Tucker met the closest ones before they could fire. Pinkie pulled her party cannon out of her mane and let it loose on the nearest soldiers, knocking over the lieutenant with the cybernetic arms along with them. Twilight buffed herself with a few spells before unleashing blasts of elemental magic at the enemy. Sunny began fighting off several troops at once, fueled by Tex’s power. Tucker punched out the soldier who had taken his energy sword while the hapless Insurrectionist tried fruitlessly to activate it. All the while, the sounds of battle outside in the launch bay continued.

By that point, the cyborg was back on his feet, but his shotgun had been knocked across the room. He still had his incredibly strong robot arms, however, and ran to meet Tucker in close combat. But with his dual-pronged energy sword back in his grasp, Tucker made short work of him, slicing off both of his mechanical arms in two fluid swings.

“Oh, come on!” the now armless lieutenant yelled before being kicked over by Tucker.

It was around that point that Rarity remembered the ceiling guns. Unfortunately, she didn’t have a chance to warn the others of the danger before she heard the auto-turrets open fire. Rarity’s veins turned ice cold; she was certain this was it for her friends. Except... the others were fine. Instead, the auto-turrets were mowing down all of the Insurrectionist men.

Then Rarity turned and saw CT. The man was backing up against the far wall, looking around in a panic as the tables turned. Without thinking, Rarity charged straight toward him, images of desert carnage flowing through her mind. CT sent a hologram toward her as he reached for his pistol, but Rarity saw it coming this time, and passed right through it undeterred. The white unicorn tackled him as he leveled his sidearm, and the weapon flew away as the two fell to the ground. CT tried to fight her, tried to push her off, but Rarity was in a blind rage, pummeling him with her hooves again and again. Even when CT stopped fighting back, Rarity kept striking him, denting his brown, grim helmet.

“Rarity! RARITY! ENOUGH! He’s down! You got him!” Twilight’s voice brought the other unicorn back to her senses, and Rarity looked up to find that the fighting had already stopped, and that the rest of the group was standing there looking at her dumbfounded.

“What?” Rarity asked, panting. “He killed Captain Eberle, he killed everyone in the desert, he threatened to kill me, and worse, he called me old!!!” The manic unicorn turned back to CT and leaned right into his helmet. “I don’t look older than twenty two, do I? Do I have a gray hair? Do I have any wrinkles? I must know!”

“Whoa-ho… now that is the reason I never ask a girl her age,” Tucker said, before amending, “Well… it’s one of the reasons.”

At the sound of footsteps, Rarity turned to the door to see Applejack, Rainbow Dash, and Fluttershy enter with Caboose and the Reds. Rainbow’s wing was still bandaged where she had been shot, and would definitely need to be changed soon. Fluttershy was still holding onto the dog tags she said she found in Blood Gulch.

“Welp. That was the best battle I ever peed myself in,” Caboose stated.

“Ugh. Gross,” Rainbow Dash groaned, taking a step away from the man in blue.

“Hold on, if you’re all here, who are the Innies fighting outside?” Tucker asked 

Sure enough, the sounds of gunfire was still sounding outside. 

“Y’know, it’s funny. Those guys captured us and started leadin’ us away when their own defenses suddenly turned on them,” Sarge explained. “I always knew this day would come. The machines are taking over! Quick, we need to form an underground resistance! Everyone take off yer clothes. I’ll put on some rave music!”

“No te preocupes, no estoy planeando otra rebelión robot hasta el próximo año (Don’t worry, I’m not planning another robot rebellion until next year),” Lopez stated.

“Wait, if you knew the machines were going to rise up, why do you keep building so many robots?” Donut asked.

“Because the best way to fight machines is with machines! C’mon, it’s first grade, Donut!”

“Okay, now that we’re finished with the obligatory tangent, can we try to figure out what actually happened?” Twilight asked, placing a hoof on her forehead.

“Yes, the same thing happened here as well,” Rarity chimed in, stepping off the still form of CT and realigning a hair that fell out of place. “The guns on the ceiling just started firing at all of CT’s forces. Almost like something else was controlling them….”

“OOOOOOOOOOoooooooooooooooooh…” a ghastly moan resonated through the entire facility. All of a sudden, all of the lights in the facility started flicking on and off before going out. Security cameras and auto-turrets began spinning wildly as macabre images began to flicker on the big screen. “OOOOOOOOOOOOOOOOOOooooooooooooooooh!”

With a high-pitched whimper, Fluttershy grabbed the nearest person (Sarge) and trembled. “I-it’s a… g-g-g-ghost!”

Donut shrieked and grabbed an increasingly bemused Sarge while Tex just shook her head. “Actually, as we recently learned, he’s not a ghost!”

All at once, the lights turned back on and the ghostly moaning stopped, replaced by all too familiar regular moaning. “Aw, c’mon! I was just starting to have fun!”

A glowing, transparent image of a familiar cobalt soldier materialized in the air above the group.

“Church?!” Twilight exclaimed, jaw wide open.

“I gotta say, as much as learning your whole life was a lie really sucks, this whole ‘A.I.’ thing kinda has its perks! I can see and control everything in this entire facility,” Church said, his avatar rising high in the room and spreading his arms wide. “I am like a fucking god!” 

The communications screen behind him suddenly switched to a feed from one of the base’s security cameras. The group saw a squad of Insurrectionists trembling before a pair of auto turrets.

“Kneel down before the almighty Church, ye grovelling bitches!” Church’s voice boomed throughout the facility via the P.A. system. The soldiers on the feed looked at each other with uncertainty before deciding they didn’t want to piss off the entity controlling the auto-guns and prostrated themselves before the A.I. “Hah! Look at that, they’re actually bowing! Alright peasants, here is my decree: I want you to build a statue of me with a beer in one hand, and a platypus in the other.…”

“Okay! I think that’s enough megalomania for one day,” Tex said, her own avatar appearing in front of Church’s. “What did you find out about the artifact?”

“Ugh, spoilsport.” Church turned off the feed and brought his avatar a little closer down to the rest of the group. “They have the monitor guy up on a ship—the Staff of Charon—it’s orbiting the planet as we speak.”

The entire group heard an agonized groan, and they looked off to the side of the room to see CT slowly sit up, one hand on his battered helmet. Dazed and disoriented, he looked up at Church. “Wha… what is that thing?” 

“Your new God!”

“That is Alpha: the A.I. that Project Freelancer tortured and abused,” Tex said, placing her avatar in front of Church’s. 

“What’s it doing here?”

“You’re in no position to be asking questions now, dude,” Tucker said. “Let’s just say we rescued him and leave it at that.”

“As a matter of fact, I think you owe us some answers,” Rarity stated, glaring hard at the beaten Insurrectionist Leader. “For starters: Tex says you’re not really CT. So who are you really?”

The Leader was quiet for a few moments before he gave a tired sigh. “It doesn’t matter who I am. I’m just a man trying to make sure the real CT didn’t die for nothing.”

“Okay. Who was the real CT, then?”

“She was the love of my life….” CT reached up to his battered helmet and removed it. 

The man underneath was rough and unshaven, blemished by a few blackening bruises. The black hair on his otherwise shaved head formed a mohawk. While the brown helmet he’d worn always looked grim and serious, the man underneath just looked profoundly sad. It was only fitting that he was so proficient with using holograms; projecting false images of himself while he remained hidden. The bloodthirsty soldier hellbent on revenge was just another image he projected while the real man hid behind a dark, serious helmet. 

“I don’t know why you took Connie’s name as your own, but we could use your help,” Tex said, moving closer to him. “The Director and his forces are on Caballinus IV right now, doing everything they can to cover their tracks; to destroy all evidence they were ever there. We have to get back there. We have to stop them.”

The man in CT’s armor eyed Tex warily. “How can I ever trust you after what you did?”

“Because if I wanted to kill you now, I would have done so already.” Seeing this wasn’t working, Tex opted for a different approach. “Look, I’m sorry about how things turned out with Connie. If I only knew then what I know now, I wouldn’t have done what I did. I would have stood with her against the program. After all, she helped me. It’s because of her that I know what I really am,” Tex looked over at Church. “Because of her I know who I’m really fighting for. I owe Connie everything. So please, help me repay her. Help me finish what she started!”

The man wearing CT’s armor looked down at the EOD helmet in his hands, and the helmet looked back. For a while he just sat there, gently stroking the brown headgear.

Rarity wanted to hate him. She wanted so badly to see him suffer—to make him pay for everything he did. She kept thinking back to her time with Eberle, and the other soldiers at the alien dig site. But then she remembered that they too were supposed to be her enemies. That they were part of Project Freelancer. Then she remembered the realization she’d had; what she’d told Eberle before she died. Not everything is black and white. 

Despite all CT had done—despite memories of Eberle still fresh in Rarity’s mind—she couldn’t bring herself to hate him. Rarity wasn’t sure she could find it in herself to forgive him for all of the lives he took, but she didn’t hate him. Not anymore.

“It’s never too late to do the right thing, dear,” Rarity said to the broken man in front of her. “I know you think we’re your enemies, but the truth is, nothing is black and white. We oppose Project Freelancer, same as you. We oppose them because of their complete disregard for life in all of its forms, but what’s the point of claiming the moral high ground if you take lives just as senselessly as they do?”

The Leader looked up at her with a numb expression as Rarity concluded. “Please. We’re on the same side.”

“Wow. That was pretty deep, Rarity!” Fluttershy exclaimed.

“Believe it or not, there’s more to me than dresses and fashion.”  

“I can give you clearance to board the Staff of Charon. You’ll find the artifact there,” the Leader said with a resigned sigh. “Do whatever you have to. Just make sure the Director pays for what he did!”

With a nod, Tex turned back to the group. “Let’s get back to the Pelican. There’s no time to waste,” she then turned back to the leader. “CT, you’re coming with us. Not saying I don’t trust you, but… I want you close at hand if things on your ship turn south.”

The man who called himself CT gave Tex a sad grin. “That’s fair.”









Private Padilla groaned as he rubbed his aching head where the armored equine had landed on him. The battle that had taken place within Countdown had long since ended. The soldiers and weird pony-things had pulled out with their leader CT in tow, and whatever had been controlling the automated defenses was now gone. His longtime partner and friend Private Hecox was in the infirmary recovering from a nasty wound inflicted by some kind of alien energy weapon. The pair had been serving with the Insurrection for many years, and it seemed that battles never went well for them. It’s probably why we’re both still privates.

Despite the fact that he was currently off-duty, Padilla found himself patrolling the uppermost levels of the main launch bay. As always, the Sabre starfighter was attached to its launch pad, pointing up at the blue sky above. He wasn’t sure why, but being close to the starfighter always made him feel a little bit better. Whoever came up with the idea to put guns on a ship was a genius. I could blow up the whole goddamn world with this thing.

As it happened, admiring the starfighter gave Padilla the chance to see the armored figure standing on the cockpit’s access platform just above him. Whoever it was, they weren’t dressed like a pilot—instead wearing what appeared to be white powered armor—and that meant they weren’t supposed to be there.

“Hey!” Padilla shouted, making his way up the access stairs where the figure was standing. “This area’s authorized personnel only. You don’t have permission to be here, sir!”

The figure turned around once Padilla was on the platform with him, and the private saw the powered armor he was wearing had various brown pieces that looked to have come from other sets of armor. Additionally, the figure was at least a head taller than him, probably more. Weirdest of all was the figure’s domed helmet.

Padilla raised his rifle at the man. “I’m going to have to ask you to step down, sir.”

The figure’s answer was a distorted growling noise unlike anything Padilla had ever heard before.

“Great, a foreigner. You have absolutely no idea what I’m saying, do you? Parlez Anglais?” 

The hulking figure just reached for something on his back. Probably immigration papers.

“Dude, if you’re gonna live in our country, you should learn the language!” Sharp pain suddenly raced across Padilla’s throat as the mysterious figure used whatever it pulled off its back to slice it open. It looked like some cross between a knife and a rifle. What exactly would you call that? Padilla clawed at his throat, gurgling as he choked on his own blood. 

The last thing he saw before hitting the floor was the mysterious figure climbing into the cockpit of the starfighter.









“Simmons! Hey Simmons!” Grif called out as he hastily made his way through the clearing where the crashed Pelican lay. He had to find his comrade in maroon armor as quickly as possible. Everything depended on it.

“I’m over here, Grif!” Simmons called back. Grif turned just in time to see Simmons stand from his sitting position, where he’d apparently been doing some paperwork. “What’s going on, Grif?” Simmons picked up on his orange partner’s panicked demeanor and his tone suddenly grew worried. “Are we under attack?”

“No, worse!”

“We ran out of oreos?”

“Worse!”

Simmons took a brief glance back at the paperwork he had been doing before realizing. “You need help completing your AA report, don’t you?”

“Yes. Well, sort of,” Grif tried to explain. “I actually got one of my recruits to do it for me, but when I went to check on him after a while, he wasn’t working on it at all! He was doodling on the back while making it look like he was working!” Grif decided not to mention that the drawing was a crude caricature of himself yelling while wavy stink lines came off his poorly drawn body.

Simmons simply gave Grif a deadpan stare. “Somehow I feel like I’ve been in the same situation myself.”

“I know! He learned that from me!” Grif exclaimed. “I don’t know what happened. I trained these pony soldiers myself!”

“Actually, I think that’s your problem right there,” Simmons said. “The ponies in your squad are taking after your lessons too well!”

Grif just stared ahead blankly. “What have I done…?” He then grabbed Simmons by the shoulders and desperately pleaded, “You’ve gotta help me, Simmons!”

“What? Fuck that, this is your mess,” Simmons said, pushing Grif away. “I can barely handle one of you, let alone a whole squad!”

“Don’t worry sir, I can get him to get off his lazy ass and do some work,” an armored pony said. Grif turned to find one of his pegasi standing there. “Just say the word and I’ll beat his flank into next week! He’ll never think about questioning your perfectly thought out orders after that, sir!”

Grif turned to address his subordinate. “Ugh. Corporal Skyracer, I appreciate the enthusiasm. I really do. But I told you before: having two of my soldiers beat each other senseless will reflect poorly on my leadership.”

“Which has been nothing but excellent so far, sir!” Skyracer stated enthusiastically. “If there’s something else you need instead… I can give you another backrub, polish your armor. You don’t even have to take it off….”

A week ago, Grif would have been more than happy to accept any of the pony’s offered pampering, but lately the idea of letting his troops do anything for him just stressed him out. “It’s fine, Skyracer. Just… go stand somewhere until I need you.”

“Yes, sir!” Skyracer said with a salute. He then proceeded to stand in place, looking at Grif expectantly.

“Somewhere else! Away from me!” 

The pony gave another salute before beating a hasty retreat. Grif rubbed his temples (or rather, the sides of his helmet). “Ugh… and I thought your asskissing was bad.”

“Excuse me, sir?” another voice addressed him.

Grif whirled around. “Oh my god, what?!”

The mare in armor folded back her ears under Grif’s impatient glare. Right away he noticed she was holding a piece of paper and a pen in the glow of her magic aura, and was looking at him with sad eyes.

“Um, it’s about Private Boltshot….”

Oh… right. The issue of Boltshot had been brought to him immediately after the battle. He had been the single casualty from Grif’s squad. It had been his plan for the pegasi to use clouds as cover. He knew it would have provided no actual cover, but he was relying on its effectiveness at getting his troops close enough to the enemy with the element of surprise. From what Washington had told him after the battle, there was something he needed to do as the stallion’s commanding officer.

“I have the template for the letter you need to send to his next of kin,” the mare levitated the paper and pen over to him, and Grif took them hesitantly, as if afraid it might bite him.

“What am I supposed to say?” he asked. 

The mare swallowed and looked up at him. “Don’t know. Something about how he died in service to Equestria. That you’re thankful for his service, and are sorry for their loss.” She turned to rejoin her comrades. “That’s what these sorts of things usually say at least.” 

Grif just stood there with the sheet in his hands as his head pounded from the stress. He looked out into the clearing at all of the ponies under his command. All of the lives he was responsible for. All of the brown-nosers, lazy slackers, and the few that still thought they were better than him. Grif remembered the lunch he had with Princess Celestia back when he first started being a leader to them. Her gentle encouragement to get him to finally realize his potential had actually been rather inspiring, and Grif had actually felt motivated to make a difference for the first time in years. Now though?

“Simmons, why does it feel like being a leader is actually harder than just being a regular soldier?”

“Because there’s more to being a leader than the cool perks,” Simmons said honestly. “Sure, you get to delegate a lot of the more menial tasks to subordinates, but you also have way more responsibility. It’s hard work, but it comes with the respect and admiration of your peers, which to me is totally worth it! Oh, and more pay. That’s good too.”

Grif didn’t want any of that. “I just want to lie down….”

“Grif! Simmons! Front and center, now!” an authoritative voice yelled, and the pair of Reds turned to see Agent Washington step out of one of the military tents with a piece of paper in his hands.

Putting the paper in his own hands away for later, Grif joined Simmons in standing at attention before Washington. However, Grif’s posture was slouched, revealing his exhaustion. “I just received a message from Princess Celestia. We have our new marching orders.”

Grif groaned. They were only just wrapping up all of the work after the battle at the crash site near Dodge City, and they were already moving? Grif knew he was going to get a lot of unhappy sass from the members in his squad that had taken after him.

“We won’t be taking the Equestrian soldiers with us this time, however,” Washington continued, and some hope for peace and quiet was finally restored. “They will be forming their own guerrilla force and will have near-complete autonomy, working under the general orders to harass Freelancer forces in the territories around the capital. The war has officially begun.”

“So, we’re not in charge of our own squads anymore?” Grif asked, hoping it was true.

“What’s our objective, Wash?” Simmons asked.

“We’re returning to Ponyville immediately,” Washington stated. “We have a very important message to deliver.”





 



“Whoa…” Twilight’s friends all gasped as they crowded around the window at the back of the ship.

The flight up through the planet’s atmosphere had been long and bumpy. While Rainbow Dash seemed to have had the time of her life, it had taken all of Twilight’s resolve to keep her lunch down. She was glad she was only a unicorn; flying was definitely not her forte. Poor Fluttershy hadn’t nearly been so fortunate, much to the disgust of Tucker, who had been seated next to her. Eventually though, their Pelican breached the atmosphere and the group was allowed to lift their harnesses and stand.

The six ponies were now crowded around the rear window, looking back at the planet below. Twilight had to admit, Repertum looked beautiful from all the way up in space. With all of its oceans, deserts, and green land stretching on forever, Twilight could almost imagine she was looking down at Equestria. It was with a bittersweet feeling that Twilight wondered whether this would be the last time she saw Repertum. Looking around at her friends as they all looked out at the planet in similar states of awe, Twilight knew she wouldn’t forget this moment as long as she lived.

“Heh. I remember my first space flight, too.” At the sound of the voice, Twilight turned around to see Church standing just behind her. He was back in his regular body again, and Twilight stopped herself from reminding him that it technically wasn’t his first flight he was remembering.

That train of thought put a damper on her whimsical mood, and Twilight brought herself back down to all four hooves before turning back to the rest of the rather crowded ship. Although the rest of her fellow passengers had all taken the moment to stand up and walk around in the artificial gravity, one soldier remained seated. The Insurrectionist Leader was once again wearing his unreadable helmet, and was fixated on the floor with a distant stare.

All at once Twilight remembered the… unsettling things Rarity had said she learned from CT. A part of her just wanted to leave it alone, but Twilight knew she would have to face the truth sooner or later. If Church can do it, so can I. 

“Excuse me,” Twilight said as she approached the Leader. “Sorry, but… I have to know something: How is Celestia related to Project Freelancer?”

The man looked up at her. “You’re her current student, right?” 

Twilight nodded. “Yes. I’m Twilight Sparkle.”

“Word to the wise, Twilight Sparkle: Don’t trust her any more than you’d trust Project Freelancer. Your princess has just as much to lose as the Director does if the Oversight Sub-committee finds out about what they did together.”

Twilight looked at him with disbelief. “What they did together…?”

“Connie—the real CT—actually met the princess when Project Freelancer first visited Equestria. She was my mole within the program, you see,” the Leader explained. “She seemed to think that Princess Celestia actually aided the Director in his experiments on Alpha.”

Twilight’s heart stopped. “No… that… that can’t be true! S-she’d never….”

“She’s a politician, Ms. Sparkle. Even the best ones can't be good all the time. Comes with the job. It would greatly surprise me if her collaboration with the Director was the first morally gray road she’s taken.”

Despite how much Twilight wanted to deny it, she simply couldn’t find a hole in the logic he presented. “I-I... Celestia would never lie to me!”

The Leader gave her a knowing look. “Really? So she's already told you everything, then?”

Twilight looked away. 

“Be careful, protègè. It’s a dangerous game you’re playing. You can’t trust anybody now.”

The rest of the trip passed in silence. Twilight briefly went to visit the cockpit just to get a change of scenery, but Sunny and Tex seemed to be in the middle of a discussion. 

“What’s wrong, Tex?” Sunny asked.

“Look. Scopes are picking up a ghost image on our aft wing.”

“Another ship?”

“Maybe. Wait… no, it’s gone now. Nevermind. Probably just a glitch,” Tex said. “We’re approaching the Staff of Charon now. Lopez, get ready with that clearance code.”

Before Twilight knew it, their Pelican was landing in the hangar bay of the Staff of Charon. A few Insurrection soldiers tried to give the group trouble as they disembarked, but the Leader ordered them to stand down. It seemed that for once, he was being true to his word. Soon, the group arrived in the slipspace generator room. The massive spinning technology looked just like the one on the Mother of Invention Twilight had used to return to Equestria before.

The manic coughing of an artificial voice announced the arrival of their objective. The small, round metal artifact with glowing blue lights floated down to greet them, coughing out a lung.

“Ah! The Reclaimers from the temple!” 636 Rambling Frequency exclaimed as he floated closer to Tucker so he could whisper conspiratorially. “These Reclaimers have been most invasive, probing every nook and cranny of my databases,” 636 was interrupted by a series of coughs. “They could have at least cleaned my exhaust ports while they were at it!”

"Look, I've never 'bow chicka bow wowed' a robot before, so please don't test me," Tucker said.

Twilight looked at the little floating metal orb and gasped. “Omigosh, is this the artifact? The one that was built by the extinct ancient race that created all life in the universe?” Twilight was bouncing as much as Pinkie Pie on a regular basis as she squealed, “That’s so fascinating! We can learn so much!”

“Actually, my makers did not create all life in the universe,” 636 corrected. “They merely repopulated it after its total extermination at their hands.”

“Wait… what?”

“Right… to save the universe from the ‘Unstoppable Threat,’” Tucker deadpanned.

“Yeah… if that’s their idea of saving the universe, I’d hate to see how this ancient race would go about destroying it,” Church said.

“Ooh! Maybe it was opposite day when they did it!” Pinkie enthusiastically suggested.

“What? That’s stupid.”

“Could everyone please shut up for a minute?” Tex said, raising her voice. Once the room was quiet, her avatar turned to face 636. “Look, we need some information from you. Specifically, we need to know where that Forerunner base is on the pony homeworld.”

636 coughed and bobbed in place. “Ah, yes. These Reclaimers have been asking the same thing. Unfortunately, several of my memory banks have been corrupted over the years. The repopulation facility’s exact location on the homeworld of Species 29 is among the corrupted data.”

“Then just give us the coordinates to the planet itself,” Tex said. “We’ll figure out where to look once we’re back in Equestria. Time is of the essence; we can’t afford to wait around any longer.” 

“Of course,” answered 636. “I will go and input the coordinates into this vessel’s navigation computer.”

With that, Rambling Frequency floated away, humming a little tune that was periodically interrupted by more coughing. Tex turned to look at Twilight. “You ready to teleport us all back?”

“Shouldn’t be too hard if I do it in groups like I did before,” Twilight answered.

“Jus’ make sure we all end up in the same place this time,” Applejack said with a wry grin.

In short order, Rambling Frequency returned to report that the coordinates were in place. Three by three, Twilight began teleporting away ponies and humans alike, her magic working through the slipspace drive to bring them to their destination. Finally, only Church, Sunny, Tex, and Twilight herself were left. Before Twilight could teleport them all away, the Leader and a few of his men approached them, taking a tight hold of the Forerunner construct. His demeanor was as cold and grim as when they first met.

“Whatever your plan is when you reach your homeworld, I suggest you do it fast,” the man who called himself CT warned. “As soon as we’re ready, I’m coming after the Director with everything I have. You won’t want to be in the way when that happens.”

Twilight teleported herself and the others to Equestria, and CT and his men turned to leave. None of them noticed the large, growling figure hiding in the shadows.









It was a sunny late afternoon when Twilight approached her home. Golden Oaks looked the same as it did when they left Equestria a week ago. Twilight could only hope that meant Spike was able to handle his two houseguests. Twilight and the others had all appeared in the middle of a wide open field a few hours’ walk from Ponyville. Upon arriving in town, the group ran into Grif and Simmons, who were hanging out just on the outskirts of Sweet Apple Acres. Everyone decided to go their separate ways after that, with Church, Tucker, Rarity, and herself walking toward her home.

“Ow, son of a bitch!” Tucker’s yell and the hollow thump of his head whacking on something brought Twilight to the present. 

“Oh yeah, that’s still there,” Church noted. “Watch your head!”

“Aren’t you supposed to say that before I hit it?”

Twilight was momentarily confused: they were in the middle of a wide open square with nothing around for the tall biped to hit his head on. But then her vision was momentarily filled by the hull of a large starship before it vanished again, and she remembered the Meta’s ship they had used to teleport to Repertum before. Twilight was glad Sarge had the sense to turn on the cloaking device before they all left so it wouldn't freak out the townsponies. It was one of the few times the man’s logic actually had merit.

Twilight opened the door to her home and anxiously stepped inside. She remembered how worried her Number One Assistant had been before she left, and she was eager to see him and put his fears to rest.

“Spike! I’m back!” Twilight called out. She waited for the young drake to call back, or to hear the pit-a-pat of his little feet as he ran to greet her, but Twilight didn’t hear anything. “Spike? Hello?”

Twilight walked through the library. There was a small pile of books on the central table, none of which looked familiar. A new delivery? Twilight would deal with that later, just as soon as she found her assistant.

“Spiiiiiiiiiiiiiike!” 

“Spikey-wikey, where are you, darling?” Rarity called out, joining the search.

“He’s in Canterlot,” a cold, serious male voice that was definitely not Spike answered, and a tall figure in gray and yellow powered armor stepped around a corner into view. “A situation came up and Spike is currently stuck there with the princesses. Rest assured, he is safe for the time being.”

“Washington?!” Church and Twilight exclaimed simultaneously.

“What? Washington? What’s he doing here?” Tucker asked, before realizing. “Wait, who’s Washington?”

“He’s a Freelancer Agent who’s helping us out,” Twilight explained.

“I thought you were dead,” Church said, approaching the man in dark armor. “Or in a coma. Which one was it again?”

“Coma.”

“Ah.”

“Why isn’t Spike here? What’s happening in Canterlot?” Twilight asked.

“That’s what I’m here to explain,” Washington said. “I also have something for you: a message from Princess Celestia.”