The Phantom Filly

by Lucar


Chapter 11: Counterattack

Inside one of Eggman's airships, above the Bone Dry Desert near Klugetown.

Eggman, Tirek, and Discord were now around a table with a map of Equestria on it, Discord disguised as a general. Eggman slammed a fist on the table in rage.

"I can't believe they ruined my plan before I could even start it!" he yelled. "And they destroyed Metal Sonic, again!" He looked at Discord. "How did it happen?!"

Discord saluted. "The chicken distracted me while the ponies attacked the base, sir! I could do nothing, sir! The chicken had badly damaged the defenses of the base before I came, so they almost just had to walk in and claim the base for themselves, sir! I don't know how they defeated Metal Sonic, sir!" He snapped his fingers, and Metal Sonic's remains appeared on the table. "I gathered its remains in case they could be useful, sir!"

"They're as useful as scrap metal! But at least, I can use them to rebuild it."

"I also learned that there may be a spy, sir! They discovered about us being busy fighting the Storm King and took the occasion to attack us from behind!"

"A spy?! How is this possible?! No spy can infiltrate my army!"

"They probably used magic, sir! One way or another, I will try to find what they used!"

"So, what is the plan now, doc?" asked Tirek.

"We can't leave our business with the Storm King unfinished, but we can't leave what the equestrians did unpunished," said Eggman before he smirked and pointed at the jungle between Dodge City and Horseshoe Bay. "I will send an assault to retake my base or build a new one." He pointed at the outpost near the Badlands. "And at the same time, I will send an assault from the Egg Fortress to their outpost. Let's see how they will fare against two assaults at the same time."

"Then I will participate in the one in the jungle," said Tirek. He then looked at Discord. "As for you, you will participate in the one against the outpost."

"Yes, sir!"


"You all did a good job," said Celestia as she walked among the captured buildings of Eggman's base with Luna, Twilight and the others, including Scootaloo in her Zero persona. "Especially you miss Dash. I saw how powerful the robot hedgehog, Metal Sonic, was back in the Badlands, and yet, you destroyed it by yourself."

"Ahah! You should've seen me! Sonic Rainboom in its face!" replied proudly Rainbow Dash. "But I must admit, I would've never won without Scootaloo's training." She turned to the filly currently black jackal and bumped her. "Thank you, Scootaloo."

Scootaloo looked back at her as if she had just given her the best Hearth Warming gift ever. Oh, my gosh! Rainbow Dash thanked me! "You're welcome, Rainbow Dash! We will continue to train and become even stronger and win this war together!"

"Darn right!"

Luna looked around at the ponies starting to work on the buildings to convert the base for their use. "With this base, we will have direct access to anything Eggman built in the jungle around the Badlands. We will be able to surround his fortress and attack it from all sides. Discord or not, victory will be ours. However, we must be ready. I imagine Eggman will try to recapture it."

"It will take time to rebuild the defenses of this base," said Shining Armor. "We aren't working as quickly as Eggman and his robots. Ours aren't that effective yet. So we will need troops."

"The army is already spreading from Baltimare to the West coast of the San Palomino Desert," said Celestia. "The most we can bring to this base are more robots."

"We must wait for news of the other species," said Luna. "With them joining us, we could bring much more soldiers here. Until then," She turned to Scootaloo, "...we will have to count on you to support our defense."

Scootaloo sighed. "Excepted that if Discord comes, I won't be able to support anything. He will do to me what I did to him: he will distract me and let Eggman's robots deal with our troops. I won't be able to protect this base or anything alone."

Luna nodded. "True. But you will be able to count on me to help you. I will remain on the frontline with Captain Armor. And the Wonderbolts will be ready to come and help anytime."

"And chariots with our best pegasi will be ready every day to transport Twilight and the others if their help is needed," said Celestia. "Sadly, I must remain in Canterlot. Even in time of war, I must manage the kingdom. And I will probably have to discuss a lot with the leaders of the other species for our Alliance and to decide the actions we will take together." She chuckled. "It will be a hard battle in its own way." She looked at Luna. "Unless you want to exchange?"

"No thanks. I prefer to battle with a sword... or a gun rather than with words."

"Princesses! Captain!" suddenly yelled a stallion running toward them. "We just received a call from Dodge Outpost! They spotted a huge army of robots approaching them from the Badlands! Discord is among them!"

The ponies looked at each other.

"They didn't waste time," said Applejack.

Then, a bird came to them, only to transform into a changeling.

"An army of robots is approaching the base," he warned. "We spotted Tirek among them."

"Two attacks?!" asked Twilight.

Luna cursed. "We will have to divide ourselves. Zero, you will fight Discord while me, Captain Armor, and three of the Elements will protect the outpost!"

Celestia nodded. "And the three remaining Elements, including Twilight, will remain here with me to protect the base!"

"Very well," said Twilight before she turned to her friends. "Fluttershy and Pinkie Pie, you should be the ones remaining here."

"Why us?" asked curiously the yellow pegasus.

Twilight giggled. "This jungle is perfect for Pinkie. She has all those trees and bushes to hide in, disappear, and somehow reappear thanks to her Pinkieness to attack the robots by surprise."

This made Rainbow and Applejack laugh.

"As for Fluttershy..." She smirked, approached the pegasus, and whispered something to her.

Fluttershy's eyes widened, and after some hesitation, she nodded. "I will do it. It shouldn't be hard."

"So, this leaves me, Rainbow Dash, and Applejack to come with Princess Luna," said Rarity.

Twilight nodded. "Rainbow will get them from the sky, you will attack them from the wall with your magic, and Applejack will smash any robots that enter."

"But what about Tirek?" asked Scootaloo.

"Tirek shouldn't have yet the power to forcefully drain an alicorn," said Celestia. "Me and Twilight will fight him together. Or at least one of us, if the other cannot fight him for some reason. It's why I asked Twilight to remain here." She looked at Twilight. "And it would be better if we fight him backed by robots. I know that he can't drain non-living things."

"The hardest to deal with will be Discord. Sc-Zero alone may not be enough to force him to give up," said Rainbow Dash.

"If we destroy the robots, he may retreat," said Luna. "Unless he wants to fight her, me, and our soldiers and robots at the same time."

"And me and Twilight," said Celestia. "As soon as we are done here, if we learn that the battle at the outpost is not over, we will come, and not even Discord could face all of us at the same time."

Luna nodded and turned to Scootaloo. "Go ahead and stall Discord. We will hurry to join the outpost."

"Yes, princess," said Scootaloo before she disappeared.


Discord, at the head of the army of robots, still out of reach of the cannons of the outpost, raised a sword and yelled "CHARGE!" before flying towards their target, followed by the robots. But then, a wave of energy came out of nowhere, and the next thing he knew, a giant STOP sign appeared just in front of him, and he crashed head first on it. The STOP sign then slammed itself on the ground, crushing him. The sign then disappeared, leaving behind a very hurt, flattened Discord. "Oww..." He peeled himself from the ground, and with a shake, he returned to normal.

He looked up, seeing Scootaloo floating in the air. "Already here?" he asked.

"Of course," she answered. "As soon as I learned about an army approaching the outpost with you at its head, I teleported here."

Discord shrugged. "Oh, well, I knew this would happen." He turned to the robots. "Leave her to me, boys! Go attack the outpost!"

Scootaloo landed in front of him, materializing a sword before Discord turned back to her and took position.

Then, two life bar appeared above them, and a voice coming out of nowhere said, "READY? FIGHT!"

"Really?" asked Scootaloo with a deadpan look.

"What?"

Seriously... said Infinite with an audible facepalm followed by a groan.


In the jungle, the equestrian army joined Eggman's army before it could reach the base, not wanting to add in the damage already done by the previous assault. Because of the trees, there was a lot of cover for both armies to use to protect themselves against projectiles, and as Twilight planned, Pinkie had a field day using her Pinkieness to go from tree to tree without even having to move between them, as if she was teleporting. The poor robots had no chances. The changelings joined in the middle of the battle, jumping from the branches of the trees or out of bushes disguised as animals, only to return to normal before attacking the surprised robots.

However, three airships quickly came to support the robots, forcing Celestia to go destroy them and leaving Twilight to deal with Tirek. The lavender alicorn found the centaur as he smashed an equestrian robot. Tirek was a little bit bigger and more muscular than back in the Badlands, but nothing dramatic. Twilight should still be able to fight him. However, he still had this armor.

Tirek spotted her and smirked. "Ah, the new princess. Twilight Sparkle, if I remember. So, you will be the one facing me?"

"Seems like it," replied Twilight, her head lowered, ready to fire magical beams at the centaur. "Celestia is busy with the airships, and the others couldn't fight you without getting their magic drained."

"Eh! From what I learned about you, you are not experienced at all in fighting. You are more an egghead who became an alicorn only a few months ago. Just a newbie. It will be easy."

"You are right, I don't know much about fighting, but I know a lot about magic! Prepare to be surprised!"

"I'm surprised you even think you can win against me! I drained a lot of magic, and I'm now as powerful as an alicorn! And just look at this body!" shouted Tirek as he flexed his muscles. "And that's not counting the nice toys Eggman gave to me with this armor! You're doomed, Twilight Sparkle!"

TIREK

Tirek found himself slapped by a vine, and he looked around to see more vines manipulated by Twilight. Another tried to slap him, but he caught it and tore it off before he blasted another. A dozen vines then went to attack him at the same time, but he surrounded himself with a magical shockwave that destroyed all of them, only to be hit on the torso by a rather strong magical beam.

He fired back his own magical beam at Twilight, and the mare went to hide behind a nearby tree before she charged magic in her horn. She then stepped away from her cover and unleashed her magic into a salve of smaller magical beam that homed in Tirek. The centaur created a shield to protect himself from the beam, but then felt the ground under his hooves turning into mud, and he lost balance. Twilight then appeared on his back and fired a beam at the back of his head, sending him faceplanting in the mud as his shield disappeared.

Twilight jumped on his head, using it to bounce away from him and get him even more in the mud before he could get up, but just as she bounced, Tirek caught her tail and he slammed her in the mud. Before Tirek could fire a beam, Twilight flashed her horn, blinding Tirek with the light, causing him to free her before she flew away and fired a few more beams until he recovered. She immediately went to hide behind another tree, avoiding a beam from the centaur.

Tirek tried to go after her, only to discover that the mud around his hooves had turned back into solid ground, trapping him. Growling, he opened a part of his armor, revealing a rocket launcher that he used on the tree behind which Twilight was hiding, only to discover that the mare wasn't here. Twilight then came out from behind another tree behind him and fired a bigger beam at his back before returning behind the tree.

Tirek smashed the ground to free his hooves, turned around, and fired another rocket to destroy the tree, but again, Twilight wasn't here, and she came out from behind another tree at his left, firing yet another beam. The thing was that she was using the cover of the trees to teleport from tree to tree to surprise him, but Tirek eventually surrounded himself in a shield, stopping her beams. But to his surprise, Twilight planted her horn in the ground and fired a beam in it, only for the beam to come out of the ground under him, hitting him despite the shield.

Growling, Tirek revealed a flamethrower in his armor, and turned around while firing, putting all the surrounding trees on fire. Twilight flew up to avoid the stream of fire, and fired a beam to destroy the flamethrower, making Tirek growl again. As the fire was spreading around them, he used his magic on a tree to make it fall on Twilight, but the mare flew to the side to avoid it and used her own magic to push the tree so it would fall on Tirek, but the centaur destroyed it with a rocket, only for a beam to hit the rocket launcher, causing a big explosion in his torso that destroyed his armor and badly injured him.

Putting a hand on his torso, Tirek stared at Twilight and grabbed her in his magic before throwing her toward the surrounding fire, but Twilight surrounded herself in a shield to protect herself and teleported only to receive a beam that slammed her against a tree. She quickly flew away to avoid another beam, then avoided more beams as she used her magic to manipulate the fire and sent it toward the centaur as a stream. Tirek was badly burned, but he quickly created a magical shockwave to push away the fire, only to be hit on the head by a small boulder.

He shook his head to recover, and they both fired beams at each other again.


As Scootaloo and Discord continued to fight each other, giving a really chaotic battle in the distance, the Gorge Outpost was still under the assault of the badniks. However, the robots were quickly joined by five airships raining destruction on the outpost, forcing Luna and the Wonderbolts (who answered the call) to go and destroy them, the Wonderbolts launching bombs. Meanwhile, Rainbow Dash, Applejack, and Rarity were forced to fight the robots without the help of the princess, Rainbow Dash destroying the flying ones, Rarity attacking them from the walls, and Applejack attacking the ones that passed the door at the wall protecting the outpost.

However, Applejack ended up fighting a stronger robot than normal that was designated as an alicorn, a Mecha Alicorn, that could use magic and fly with jet wings.

The Mecha Alicorn was constantly attacking the mare by firing magical beams of various power levels, by levitating objects (often remains of other robots) to throw them, or by firing magical balls, the bigger ones exploding into dozens of smaller ones raining on Applejack. All the while, it continued to fly, remaining out of range of Applejack, so she couldn't buck it.

However, the mare didn't give up, and using Scootaloo's training, remained far enough of the robot to dodge its attacks, waiting for an opportunity, and approached before using her lasso to force the robot to come to her and buck it before it would free itself and fly back.

Meanwhile, Rarity was running on the walls, helping the allies here fighting enemies that managed to get on them either by flying or by being carried by others, or even by jumping. To attack them, she used a dozen of gems that she levitated, piercing the robots with them while using a big one as a shield against any projectiles fired at her.

She also ended up facing a Mecha Alicorn, but thanks to her gems, the only problem she had while facing it was that it could create a shield to protect itself from them. However, it couldn't keep its shield and attack at the same time, so Rarity waited for it to attack to throw her gems at it.

Rainbow Dash also faced her own Mecha Alicorn, but it was nothing compared to Metal Sonic.

A few more of those Mecha Alicorns were encountered here and there in the outpost, causing a lot of problems to the equestrians.


Mecha Alicorns were also causing a lot of problems back in the jungle, and with only Pinkie managing to easily destroy them, it was a matter of time before ponies and changelings would be forced to retreat to the base, and maybe even to give it up.

But then, hundreds of animals, from tigers to wolves and much more, came from the depths of the jungle and attacked the badniks. In the sky, clouds made of birds, including many big ones, engulfed the flying robots, leaving only scrap metals to rain into the jungle. Among the birds, Fluttershy was riding on the back of a roc.

"Good job, everyone."

Back at the fight between Twilight and Tirek, it was now raining, pegasi using rain clouds to put out the fire and stop it from spreading. Under the rain, the two adversaries were taking heavy breaths, both exhausted. Twilight wasn't as injured as Tirek, but she used a lot of magic to fight him, the centaur being really resistant.

Then, they both fired at the same time a huge magical beam, the two beams clashing. But then, two birds came and pooped right in Tirek's eyes, breaking his focus. Thus, Twilight won the beam clash and Tirek was thrown back against a tree, toppling it. That was when the animal stampede reached them, and Tirek found himself bitten and clawed all over his body. Just as the last airship in the sky started to drop, smoke and fire coming out of it, Tirek teleported away.

They won the battle of the jungle.


"Back in formation!" shouted Spitfire, prompting the Wonderbolts to fly after her in a triangle formation, each holding a bag full of bombs. Using all their training, they flew toward one of the airships still in the air above Dodge Outpost while dodging the lasers from the cannons firing at them. As they flew above the airship, Spitfire yelled "Now!" and opened her bag of bombs, followed by the others. Bombs rained on the airship from the bow to the stern, destroying a lot of cannons as well as the bridge and some other important parts. It left the way open for some ally robots to finish it. Another airship, the last one, was then traversed from end to end by a powerful magical beam fired by Luna, and it started to drop, exploding.

Discord saw this and frowned. "This is bad..." He said then before dodging an energy ball before he caught it, bounced it on the ground like a basketball, and kicked it back at Scootaloo, only for her to disappear as the ball was about to hit her. She reappeared just in front of Discord, and punched him in the gut, only for Discord to disappear in a cloud of smoke, leaving behind only a log with a troll face. Scootaloo quickly looked around to see where he would reappear, only for Discord's claw to come out of the ground to punch her between her legs.

But Scootaloo then felt Infinite taking control of her right arm, using it to rapidly grab the claw and stop it.

Never again!

Recovering control of her arm, Scootaloo rapidly pulled on the claw, only to discover that there was nothing at the end. She then felt something grab her tail, and the next instant, she was spun around before being thrown, Discord shouting "So long-a chicken!" Before she could understand what was going on, she hit a bomb that exploded, sending her flying to the air to land in front of Discord, the draconequus now having a mustache, a red hat, a red shirt, and blue overalls.

As she groaned, Discord laughed, only for Scootaloo to turn the ground under him into lava. Discord fell in it, only to jump out of it, butt in fire, screaming in pain before running around uncontrollably. She then hit him in the face with a bat.

Why a bat? You could have used a sword and beheaded him! screamed Infinite.

"Despite making him vulnerable thanks to the Phantom Ruby, I'm not sure that beheading him would work. He's still the Spirit of Chaos. Also, I would rather avoid killing if possible."

"Ow... That hurt..." said Discord as he rubbed his bleeding muzzle. He snapped his fingers, healing himself, only to be hit from behind by a powerful magical beam from Luna, sending him on the ground.

Scootaloo quickly acted, created four replicas of herself, and they each fired a powerful energy beam at Discord, leaving him badly burned. Despite the injury, Discord snapped his fingers, healing himself again, before he teleported away.

Scootaloo waved at Luna. "Thank you, princess!"

Luna nodded in return, smiling.

The Battle of Dodge Outpost was won too.