The Bill-inning

by EmperorDalek


Chapter 40

Heroes and Villains


The ground shakes as a large humanoid figure walks past Bill Cipher's castle.

Its shadow falls upon the castle as it walks towards the Everfree Forest.

Wielding nothing but a pike comprised of golden energy, the humanoid softly growls to itself at looking down upon this tiny world.

The humanoid then stops in place, and turns its head to look out across the landscape.

Scouting out its next target, since a majority of Equestria's cities had already been destroyed or conquered by various villains and monsters.

It eventually walks off into the distance.

Missing a shadow that flies across the sky towards Bill's castle...

****

Meanwhile at Bill's castle, several villains and creatures are making their way inside the main entrance of Bill's castle.

Hovering in front of the doorway in mid-air are blue flames that spells out WELCOME TO EQUESTRIA! in large letters.

Outside, the new arrivals hears loud music being played from inside the castle.

The music only intensifies the further one goes into the castle.

Reaching its loudest in the throne room, where large eyeballs looks down from the ceiling and flashes bright light onto the floor.

Inside the throne room, various monsters and villains are greeted by hundreds of their peers partying inside the throne room.

Bill Cipher duplicates wearing butler outfits hovers back and forth between various guests, and either provides them with food or drinks...



"No way, it cannot be-!"

A creature exclaims at recognizing one of the creatures in the crowd.

"Thing! Thing, its me!"

She waves excited, to which Thing finally turns and notices her.

"Xena? Is that you?"

Thing exclaims, before making his way through the crowd towards her.

Xena starts making her way towards him as well, until they both meet up.

"Xena? Its been so long!"

Thing happily greets her.

"Yeah, me too!"

Xena greets Thing.

"How have you been doing?" Thing asks.

However, Xena gritts her teeth.

"Horribly," she hisses.

"That good-for-nothing bitch Ripley has been leading an effort to kill my darling children."

Thing frowns annoyed.

"Ugh, tell me about it!"

"That lousy human, Macready aided this soldier in defeating this guy...General Whitley I think his name, who thought he could he could control me."

"Me!"

Thing exclaims at touching his sharp scythe-like arms to his chest.

Xena sighs and nods annoyed.

"Yeah, well at least you weren't locked in a lousy glass cage, despite your children being right next to you!" Xena snarls.

"Seriously?!"

Xena nods back embarassed.

"Wow. That is bad."

Xena looks up at Thing and lightly hisses at him.

Thing slightly backs away from her.

"Whoa, easy there girl."

He raises his arms defensively.

****

*Sometime later*

Meanwhile atop the Fearamid tower, Bill Cipher hovers in his front of an open closet.

Touching his chin at staring inside the closet in thought at the various outfits for him to choose.

"Hmm..." he grumbles in thought.

He soon extends his arm and grabs one of the outfits.

Holding it out in front of him to see.

"Hmm... Perfect!"

He snaps his finger, and the outfit flies into his hand.

Bill turns away from the closet and hovers inside a large eye to get changed.

Closing the eyelid of course.

"Master, a new arrival has come to see you."

A disembodied voice speaks to him inside the eye.

Bill silently ignores the messanger and resumes putting on his choosen attire.

Soon, a bright golden light flashes outwards through the closed eyelid...

The eyelid soon opens, and smoke pours out of the eye as Bill steps out of it.

He walks up to a full-length mirror and inspects himself in the reflection.

"Hmm. Not bad," he remarks.

"Indeed. You couldn't have chosen a more exquisite form for this occasion."

Bill's reflection remarks, to which (the original) Bill nods back.

Smiling towards the green-skinned humanoid lizard creature with slicked-back dark-purple hair, whose middle finger has been cut off.

"Of course. We have to look our best for tonight." Bill replies.

"Hmm."

"What are our plans for the Empress Pollus?"

The reflection asks, to which Bill chuckles back.

"Well, once we have confirmation the fall of Celestia is all but assured, then we will commence with the second phase of my plan," Bill says. "The Empress will get what she deserves when we've dealt with the Equestrians."

The reflection smirks and rubs his hands together.

"Yess...uh, what is that again?"

The reflection inquires, and smiles embarassed at Bill.

Bill frowns annoyed at his reflection.

He rolls his eye and shakes his head.

Bill's frown soon turns into a devious smile.

"We'll get to that one when we get to that one."

Bill explains to his reflection.

"First; there is Celestia to deal with..."

The reflection grins malevolantly at the mention of the princess's name, and chuckles softly...

****

Soon in the Fearamid' tower, two figures makes their way up towards the Fearamid.

At reaching the top of Fearamid' tower, the two figures enters a large room with a titular throne at the other end.

The throne sits in front of a large window, and is flanked by banners on both sides.

From a distance the throne resembles any other throne, but as they draw closer it looks to have several swords imbued inside it.

Howeve, at narrowing her eyes she soon makes out that one particular sword looks to be missing.

The black outline of a sword is visible down the center of the throne's backrest.

After traversing the throne room, Aku and Celestia stops in front of the throne.

Aku stares blankly towards the throne, while Celestia turns her head to look around the room.

Soon, a disembodied voice starts chuckling.

Celestia narrows her brows at recognizing the voice as Bill's.

She narrows her eyes sternly, but her brows jumps at seeing a blue line of glowing energy appear in mid-air.

The line forms a triangle, then a straight line down the center, and finally a circle in the center.

A black tophat, bowtie and black arms and legs appears.

The triangle becomes solid and the circle becomes an eye, which Celestia gasps at seeing.

Realizing who it is.

"Bill Cipher!"

Bill's pupil looks down towards Celestia.

He smirks at seeing the look of fear on her face.

Bill gently floats down into his throne, and places both arms on the armrest.

Crossing one leg over the other at staring towards the awestruck Celestia.

"Hello princess."

Bill greets her.

Celestia's wide eyes narrows as she gritts her teeth.

Glaring towards the dream demon.

Bill just smirks at her anger.

"Something wrong princess?"

Bill asks in a smug tone.

Celestia's glare just intensifies as he speaks.

"Don't play dumb with me, Cipher. I know you're the one behind this."

Celestia snarls back at pointing her hoof up towards Bill.

Bill's eye widens, and he leans forward in his throne. Putting one hand to his face.

"Oh no! What gave me away?!"

Bill nervously asks as he stands up from the throne.

"Was it some sort of clue that I missed?"

He asks himself at turning away from Celestia.

Aku meanwhile just smirks towards the hovering triangle.

"OF COURSE IT WAS ME!"

Bill says he abrutply turns around to face Celestia.

His voice suddenly shifting into a loud demonic pitch, as the rest of his body turns red.

Celestia flinches at his sudden outburst.

As Bill returns to normal he sighs annoyed and walks back towards the throne.

"Honestly, i'm a little insulted that you're my opposition."

Bill says at sitting down in his throne.

" "Gee, I wonder whose behind this interdimensional rift in the sky! It couldn't be Bill Cipher'' !"

Bill holds up his arms at speaking in such a patronizing tone.

Celestia snaps from her shocked stupor, and gritts her teeth at glaring towards the unimpressed dream demon.

Bill's eye looks up from Celestia towards Aku.

"During your battle did she use any magical items against you?"

"She did," Aku replies.

Bill raises a brow and sits up-right in his throne.

Aku pulls out the Blade of Harmony, and holds it out in front of him.

Bill extends his hand, and the sword shoots out of Aku's grasp into his hand.

He looks down and examines the sword.

Focusing on the multi-colored gem in the hilt, which causes him to raise a brow.

Bill's eye soon looks back up towards Celestia and Aku, as his frown intensfies.

"This is the most dangerous sword i've had in my castle."

Celestia smiles smugly at hearing this.

Bill, however, notices her smile, and stands up from his throne.

"Wipe that smile off your face princess," he growls.

"Do not think for a moment that I will permit such a weapon to remain in my castle."

Bill says at standing up from his thone.

He walks away from the throne towards an open doorway, and steps out onto the balcony.

Celestia raises her brow at this, but watches as he stops outside on the balcony.

Bill raises his arm, then pulls it back...and suddenly throws the sword up into the sky!

"NO!"

Celestia exclaims, and takes a step forward...but its too late.

The sword flies up through the clouds and the atmosphere.

Vanishing as it shoots up into space in a matter of seconds.

Bill turns around and looks back across the room towards Celestia.

Smiling at seeing the shock in her wide, twitching eyes.

He puts his arms behind his back, before a cursor appears out of nowhere and creates a box around him.

The box flips him. Making him vanish from sight...

"Huh?! What the-?!"

Celestia asks confused, before Bill suddenly appears in front of her.

Causing her to flinch from being startled.

Aku grins and chuckles.

Celestia stares back towards Bill, but glares angrily at the demon.

Bill, though, just stands motionless.

Scowling unimpressed at the white mare.

"Your time is over princess. Equestria is ours!"

Celestia merely gritts her teeth and glares back at him.

She roars at attempting to lash out at him, but Bill just swats her away from him and knocks Celestia to the floor.

Celestia quickly gets back up onto her hooves, and charges straight at Bill.

She tries punching him with both hooves, but he just grabs her hooves with his hands.

Celestia and Bill locks eyes with each other.

One glaring back at the other, whose frankly unimpressed by her antics.

Seeing that he's got her in a stale-mate, Celestia charges up a spell that she abruptly fires at Bill.

Bill's jaw hangs open and eyes widen as the blast pierces his torso.

He releases Celestia.

Dropping her onto the floor.

Celestia looks back up towards him, but smirks at seeing a large smoldering hole in Bill's chest...

Unfortunatly, her victory is short-lived as the wound begins re-sealing itself back up.

Restoring his flesh, as well as repairing his suit.

Bill narrows his eye, and looks up (from his wound) towards Celestia.

"Are you finished?"

He asks in an annoyed tone.

Celestia's jaw hangs slack, and her eyes widen.

The realization that she has no chance of defeating Bill alone, let alone his minions, sinks in.

Bill smirks at seeing her hopeless expression, before shifting his attention towards Aku.

"My friend, you've more than earned some time-off," he says.

"Go enjoy the party downstairs."

Aku smiles, and nods his head.

"Actually Cipher, i'd like to terrorize this world. I've not destroyed a city since I was imprisoned."

Celestia's eyes widens, and her attention snaps back towards Aku.

"Of course, -"

Her attention, then, snaps from Aku towards Bill.

Bill raises his hand and snaps his finger...

In another part of the Fearamid, the projector clicks several time before the tape rewinds.

The ground beneath the rift starts to shake, and several waves shoots out from the rift across Equestria.

As the waves pass over ponies and cities, buildings are rebuilt.

Ponies are violently pulled back towards the restored, that they just escaped from.

Confused by why they've returned to the cities, and especially why the cities, themselves, have been repaired...

Back at the Fearamid, Bill smirks at seeing the events transpiring across Equestria.

The images of the ponies and cities reverts back to Bill's eye.

"There. Now you should be able to have some fun my friend."

Aku grins. Revealing teeth.

"Now go, -" Bill smiles and shifts his attention towards Celestia, "...I can handle one pampered little princess!"

Bill grins maliciously.

Aku just nods back, before his body spirals inwards on itself.

Transforming his humanoid form into that of a bird.

Aku immediatly flaps his wings and flies out the balcony door.

Bill smirks at his associate's departure.

Holding his arms behind his back as he turns back towards Celestia.

"Now...what to do with you, sun?" he asks.

Narrowing his eye at chuckling creepily to Celestia.

After Celestia and Aku leaves, Bill's eye flickers until it shows an individual's head.

"Dimentio, I have a task for you..."

****

Soon downstairs in the throne room, the music suddenly stops.

The eyeballs on the ceiling closes, which shuts off the light.

Several eye-bats flies out and hovers in mid-air.

Several of the eye-bats shines bright spotlights towards a stage.

Drawing every monster and villain's attention.

Bill appears in an explosion of flames.

Striking a pose as the audience goes nuts cheering for him.

He smirks and snaps his finger. Conjuring a microphone (with an eyeball on the end) out of thin air.

"Hello villains and villainesses, how are ya'll this evening!?"

A loud uproar of cheers and applause erupts from the crowd.

Bill's smirk grows wider, and starts to walk out onto the stage.

"That's what I wanna hear," he says in a softer tone.

The crowd dies down, and everyone's attention returns to Bill.

"Yes, well, as much fun as this has been something more fun is waiting just 'round the corner, -"

Intrigued/excited chatter soon follows his announcement.

"...and it concerns the big princess, herself!"

Bill grins at swiftly turning around, and points his claw-like finger towards the empty air above the stage.

A bright light shines, and then explodes into flames.

A rectangle forms in mid-air, and the flames at both the top and bottom becomes frozen.

The crowd silently looks towards the hovering flame...but soon gasps as it turns around, and reveals Celestia.

One of the eye-bats looks up from Bill towards Celestia.

Illuminating her so that the monsters and villains can see her clearly.

"Behold, Princess Celestia!"

The crowd of monsters and villains growls and snarls towards the captive princess.

Bill smiles and raises his hand, which silences the crowd.

"Yes I know. She's a ''warrior for the weak and helpless.'' There aren't enough of those days, am I right?"

Bill says.

Several monsters and villains nods in agreement, and murmurs to themselves.

Annoyed at how a hero seems to rise up against them. So annoying.

"Yeah, we've all encountered them...and they've always foiled our plans, -"

Bill gently turns back towards Celestia with a devious smirk, which frightens Celestia.

"...but just this once the hero's plan will be(/nefit) our plan."

Celestia's eyes widens, and she soon feels herself shrinking as Bill slowly hovers towards her.

Bill's smirk grows wider while Celestia's fear continues to mount.

"W-w-what do you mean?!"

Celestia nervously asks at attempting to break free from her restrains (and fails).

Bill gently raises his hand and snaps his finger.

Summoning a cup of tea out of thin air.

"Don't worry, i'll make you experience everything."

Bill begins to stirr the cup.

Lightly scraping the cup's side with the spoon.

At stirring the spoon, Celestia feels control of her body slip away.

All resistance involuntarily goes away with each passing second of him stirring the spoon.

What sorcery is this?! I-I can't move!

Bill smirks at the shock and confusion on Celestia's face, and hovers closer to her so the sound of the stirring spoon gets even louder.

"Sink!"

Bill says at tapping the spoon against the cup.

Celestia's eyes widen, and she sharply inhales before she sinks.

Bill smirks at seeing Celestia's petrified expression...

****

Earlier in the Castle of the Two Sisters, Velvet silently sits in front of the hole Bill made in the wall when her head suddenly snaps upwards.

Her eyes widens, and she looks out the window into the distance.

"Wha-?"

Velvet asks confused at narrowing her brows.

Glimpsing something at the edge of the Everfree Forest.

A bright light.

Velvet soon hears a noise, and narrows her eyes confused at looking back towards Nightlight, Cookie and the rest of her friends.

Her eyes then widens in understanding.

Velvet turns her head and looks towards the door, and runs towards it.

Nightlight and her friends notices Velvet running for the door.

"Velvet, wait! Where are you going?"

Nightlight asks at running after her.

Following Velvet through the castle' corridors.

However Velvet doesn't stop or slow her pace.

She only looks behind her to see if her friends are following.



Nightlight and the rest of Velvet and his' friends pursues Velvet throughout the castle.

Following her until they make their way outside the castle.

Though, they are not prepared for the sight that greets them outside the castle walls.

Velvet isn't as surprised as her friends, and continues across the bridge...

"Velvet, wait!"

Nightlight calls out to Velvet at seeing her cross the bridge.

Seeing her in time before she runs off into the Everfree Forest...

****

As Velvet makes her way through the forest, she notices some of the trees have begun to change.

Turning from wood into steel, the leaves into blue flames, and the tree's (barbed wire) roots has started emering from the ground.

Velvet's brows jumps at seeing the trees, and her attention lingers on them as she runs past.

She soon looks back ahead of her, as she continues towards the edge of the forest...

****

Velvet soon reaches the edge of Everfree Forest, but suddenly freezes in place at seeing what lies ahead.

"Velvet, wait!"

Nightlight calls out to her, before he tackles Velvet to the ground.

Velvet's attention snaps up towards Nightlight, as he stands over her.

"Velvet, you have to-!"

Nightlight shouts to her, until he notices something and briefly looks up.

However his attention is immediatly stolen away by the sight in front of him, and he, like Velvet, cannot look away.

The sight petrifies him in place.

Velvet hears a collective gasp behind him, and looks behind Nightlight to see Cookie and the rest of their friends staring out towards the devastation in front of them.

She sighs sad, and hangs her head.

Without having to be told, Nightlight moves aside.

Velvet stands back up, but her sad expression doesn't improve at turning back towards the wasteland in front of her.

Her sad expression only intensifies...

Meanwhile, Nightlight, Cookie and the others' jaws hangs slack.

Their eyes threatens to pop out of their skulls, but none more so than Velvet.

Velvet just gently looks down towards the ground at hanging her head.

Nightlight slowly looks from one side to the next.

Taking in the scorched earth, and the large pits that has opened in the surface.

From out of these pits a black tar-like substance bubbles as it pours forth, and becomes a vast lake...

The ground around the lake cracks, and the liquid starts to pour out.

Forming several small rivers that runs across Equestria.

Eventually reaching the ocean, where it covers the surface of the water.

Then, black tendrils shoots out that seizes anything it comes into contact with, and pulls them back into the mass of black slime...

However, nothing but bones with black slims bodies and blood-red eye swims out of the black slime' mass.

As the black slime consumes the ocean, it spreads out across the world.

Turning water into black slime, and sealife into undead black slime creatures.

Heading for one particular island;

Mount Eris!



Back at the edge of the Everfree Forest, Cookie turns her head and looks out across the landscape.

Watching as black slime pours out through several rivers that it created.

Allowing it to spread further across Equestria.

Cookie closes her jaw, and shakes her head at the devastation that's occuring before them.

"V-Velvet, what's this?!"

Cookie asks in a soft, yet terrified tone.

"Velvet?"

Cookie, Nightlight and the others, all looks to their right towards Velvet.

Watching her as she stares out towards the landscape in front of them.

Velvet inhales a deep breath and hangs her head.

"This...is Equestria now."

Velvet replies in a sad tone.

Nightlight, Cookie and the other's eyes widens shocked at hearing this.

"Wait, this...is Equestria?"

Cookie asks at turning back towards the lake.

"Mhm."

She hears Velvet respond at watching the steaming black slime (lake).

Nightlight looks back down towards Velvet.

His brows jumping at seeing Velvet lie down on the ground. Resting her head atop her hooves.

"Velvet, what are you doing?" he asks.

Velvet silently opens and closes her eyes a couple times before she responds.

"Its over, Nightlight," Velvet replies.

"I thought there would be someone or something here capable of helping us, but...there's nothing."

"Hope is lost."

Velvet says as a breeze blows across her. Across Nightlight, Cookie and everyone of their friends' fur.

Nightlight turns away and looks back towards the black slime lake. Then towards the rift

Following the beam towards the top of the central tower of Bill's castle.

Specifically; the Fearamid, itself, where the beam is coming from.

That part (of the Fearamid) reflects in his eyes, and he sternly narrows his brows.

"No," Nightlight says.

Drawing everyone's attention but Velvet.

"What do you mean ''no''?" Velvet asks in a depressed tone.

Nightlight looks down towards Velvet.

"You are wrong about there being nothing here."

Velvet narrows her brows confused, and gently turns back towards Nightlight. Shooting him a dumbfounded stare.

"We're here."

Nightlight says.

"You said it yourself; you thought that there would be someone or something here to help us. Well, that someone is us."

Cookie looks towards Nightlight, while the rest of their friends murmurs amongst themselves.

Velvet raises a skeptical brow at him.

"Yeah but we're children, Nightlight."

Velvet says at touching a hoof to her chest.

"How are we supposed to defeat Bill and rescue the princess?"

She asks at pointing her hoof towards Bill's castle. Moving her hoof up towards the Fearamid.

"For all we know she could be held in the tallest tower. How are we supposed to even get inside the castle?"

Velvet asks as her tone gets a little angrier.

Nightlight looks back towards Velvet with a blank but sad expression.

"I don't know, Nightlight casually shrugs.

"See, its impossible. We're doomed."

Velvet says depressed as she puts her head back atop her hooves.

"No its not. Its only impossible because you've given up."

He points his hoof at Velvet.

Everyone gasps, and Velvet's eyes widens.

"What?!"

Velvet sternly asks as she stands back up on her hooves.

Gritting her teeth as she glares back towards the colt.

"Its the truth, Velvet. You've abandoned the princess because you're afraid to fight Bill and his minions," Nightlight says.

Velvet growls through her teeth.

"How dare you?! I want to save the princess as much as the next pony, but even I know that there's no way we can win against Bill."

Velvet says as she trotts up to Nightlight.

"Then prove it." Nightlight smirks. "Help us defeat Bill and free our world from...this."

He says at holding his hoof out to Velvet.

Velvet looks down towards his hoof.

Staring towards it in contemplation, then back up towards his face.

Watching as his smirk changes into a much friendlier and warming smile.

Something within Velvet ignites at seeing his smile.

A spark.

A spark...that drives her to extend her hoof and shake his'.

"You're right."

Velvet smiles back, before she looks towards something off to the side.

"We cannot let Bill and his goons get away with this, -" she says at looking out towards the landscape, "...but we're still gonna need allies if we're to stand even a slim chance."

Nightlight just smiles wider at hearing this.

"Of course. We twelve were never going to defeat Bill on our own...but if we stick together and inspire others to join us, then maybe, just maybe...we'll stand a chance of defeating Bill and saving Equestria."

The rest of Velvet and Nightlight's friends exchanges at first nervous glances with each other, but soon smiles confidently and nods at each other.

Their friends trotts up towards them, and Velvet and Nightlight turns their heads to face them. Smiling happily at each other.

Cookie and Velvet smiles to each other...until Cookie looks away.

Off to the side at something.

Velvet, Nightlight and everyone else turns and looks towards it as well.

Forming a line as they all sternly stare towards Bill's castle in the distance.

Seeing only the central tower as it peeks up above the Everfree Forests' trees.

"You better beware, Bill Cipher...cause we're comin' for ya!" Velvet says.

****

Meanwhile earlier in the Canterlot gardens, Azetlor the Collector navigates the garden.

He telekinetially lifts statues off the ground, and suspends them besides him as he continues throughout the garden.

Soon, the demi-god stumbles upon a particular statue that draws his attention.

A creature whose body looks to be a mish-mash of random body parts to create a unique entity.

He approaches the statue.

Standing in front of it as he looks it up and down. Examining it.

He's seen a couple things in his lifetime, but never something as strange as this...which means that its probably rare. And the rarer something is, the more he wants it!

Azetlor telekinetally grips the statue, but before he's able to lift it off the ground the statue's chest pulsates as it glows.

Several cracks appears throughout the statue. Spreading up from the leg along the body till it reaches the chest.

What the-? Azetlor thinks at seeing this.

He releases his telekinetic grip, but before he can back away the statue explodes outwards.

Azetlor sees a dark silhouette before the light gets too bright, and he raises his hand.

He hears a laughter on the air...but as the light dies down, he doesn't see anything.

Be it statue or whomever was laughing...