//------------------------------//
// Frenemies (Part 2) 
// Story: What If The Shredder Was In MLP: Season 9? 
// by Battwell 
//------------------------------//

Ch'rell threw the logs onto the fire. He had been smart enough to deduce that it would not be possible to climb Mt. Everhoof alone. So he decided to do something more productive with his time. He set up a campsite and waited for those other fools to return. How he loathed working with those imbeciles. It reminded him when he had to put up with the annoyance of his counterpart. But it would all be worth it. He would destroy Twilight Sparkle and her friends, and then he would return home to finish the Turtles. 

Suddenly, the sound of someone approaching caught Ch'rell's attention. He turned to see Tirek with a lawn chair made out of vines and branches. The Centaur placed the chair down and looked at Shredder. 

"So I assume that you came to the same conclusion that I did?" Tirek asked. 

"That it wouldn't be possible for any one individual to climb that mountain alone? Yes, I did. It took around ten seconds to come to that conclusion." Shredder replied. 

Tirek's eyes widened, "T....ten seconds?" 

Shredder folded his arms, "Yes, why? How long did it take you?" 

Tirek folded his arms and grumbled, "Five minutes." 

Shredder sighed as he walked over to a nearby tree and lent against it, arms crossed as Tirek sat down on his makeshift chair. 

There was an awkward silence between the two villains, but that silence was broken when Tirek asked, "How long do you think it will take for the others to realize that they can't climb the mountain?" 

"Too long." Shredder replied. 

Tirek raised an eyebrow, "You don't seem surprised." 

"That's because I expected that. To think that foolish Ram categorized me in the same league as those fools! He underestimates me. A mistake that will cost him dearly." 

"I'm assuming that you have a plan?" Tirek asked, curious as to what Shredder was thinking. 

"It is a work in progress. But soon, I will bring this world to it's knees! And then--" 

Tirek cut him off as he waved his hand dismissively, "We've all tried that and failed." 

Shredder frowned, "But the difference is that I am not incompetent!"  

Tirek gritted his teeth, "And what is THAT supposed to mean?!" 

"You're supposed to be smart. Figure it out." Shredder replied. 

Tirek growled as he stood up from his chair, "I'm going to get more fire wood." 



 

Twilight sat in her room, hard at work as she studied endlessly. A massive pile of books sat beside her. This is basically what she does on a day to day basis. Unless the map calls her or there is a threat to Equestria, she just sits at her desk and studies. Her friends have tried to get her to go out, but to no avail. 

She sighed, but turned her head as she heard her door creak open. She saw her friends and Starlight at the door with concerned looks on their faces, save for Applejack, who looked determined. 

Twilight turned away, "What are you all doing here?" 

Pinkie took a meek step forward, "We came to see you! To get you to come to our "TWILIGHT'S GOING TO BE A PRINCESS!!!!" Party!" 

Twilight rolled her eyes, not that anyone could see, "You might have to cancel that party." 

"Why?" Pinkie asked. 

"Because I'm going to turn down the role of princess." 

Her friends all gasped in shock. Starlight stepped forward, "Y-you can't mean that." 

"Why not? It's a waste of time." 

"But you've already accepted!" Rainbow added. 

Twilight was starting to get frustrated, "So I'll tell her that I changed my mind. Is that all? If so, then leave." 

Applejack had had enough and stomped her hoof down onto the ground, "THAT'S IT! AH'VE HAD IT! Twi, what is goin' on?" 

Twilight gritted her teeth, "Nothing." 

"Horsefeathers! Ever since that adventure to find the Hippogrifs, you've been distant. Ya been pushin' us away! Ya never hang out with us anymore. Ya only come out of your room when the map calls ya, or if the princesses need ya! And even when ya do, you're short tempered, you're quiet, and you're actin' like that ya don't wanna be there! We even had to convince ya to open the School of Friendship! And when Neighsay shut it down, you didn't even care! We had to push you to get it reopened!" 

"Drop it." 

"NO! Now, ya gonna tell us what's wrong so we can work it out!" 

"I. Said. Drop it!" 

Applejack took a defiant step forward, "No." 

Twilight was shaking with rage, "Get. Out." 

"No." 

Twilight had had enough and flared her wings and lit up her horn. She turned around to Applejack, eyes glowing with magic, "GET. OUT!!!" She screamed using the Royal Canterlot Voice. 

But suddenly, her eyes stopped glowing as they turned from rageful to sadness. She saw Fluttershy and Pinkie, cowering in fear. Spike was holding onto Rarity and Starlight looked disappointed. Twilight folder her wings and stopped charging her horn as she finally broke down. 

"I'm sorry. I'm so so sorry." 

Applejack was the first one to pull Twilight into a hug. 

"It's okay. Ah ain't gonna let go." 

Soon enough, all of her friends joined the hug, comforting the broken Princess of Friendship, her sobs echoing throughout the hallways of the castle. 



 

Tirek returned to the campsite, briefly glancing at Shredder, who was still leaning against the tree. Tirek rolled his eyes as he threw the logs onto the fire. Suddenly, the sound of a rustling bush caught the two's attention. They turned to the bush as Cozy Glow walked out, panting heavily, covered in snow. 

Shredder rolled his eyes at the sight. Tirek on the other hand, laughed at the filly's expense. 

Cozy stomped her hoof on the ground, "It's not funny, Tirek!" 

Tirek wiped a tear away with his index finger and smirked at Cozy, "Didn't make it to the top? Surprise, surprise." 

Cozy smirked, "You two didn't make it to the top either!" 

It was then Tirek's turn to smirk, "WE didn't try to." 

Cozy looked furious, "WHAT?!" 

"It took about five minutes--" The sound of Shredder growling in annoyance made Tirek reword his sentence, "Well.... it took me five minutes, it only took Ch'rell ten seconds to deduce that Grogar was right. None of us could make it up alone. So, rather than subject ourselves to the elements, we decided to let you two face the danger, take what you learned, and use it to our advantage." Tirek then laughed in victory while Ch'rell simply shook his head and walked away. 

He just couldn't stand those fools. They act like children and expect to be victorious? Preposterous! Shredder then stopped when a thought came to him. They were on a mission to retrieve the bell. He had already deduced that he would need their help to retrieve it. But once he got it, he could learn how to use it and drain that Ram's magic and take it for himself. Shredder laughed to himself, everything was coming together. 

A sudden roar broke his chain of thought as he turned to the source of the noise. The campsite. 

"THIS IS YOUR FAULT!!!" He heard both Tirek and Cozy Glow shout in unison. 

Shredder frowned, he couldn't even leave them for a moment without them getting into trouble. Shredder decided to sneak back to camp, trying not to alert whatever roared earlier. He then jumped onto a tree branch overlooking the campsite and saw a creature that he had never seen before. 

 

Shredder frowned as he tightened his fist. Cozy and Tirek backed up, but not before seeing a silhouette on the tree branch. Shredder's eyes glowed a menacing red before he leapt off the tree branch and slashed the creatures back with his claw. The creature roared and fell to the ground, still alive, but barely. 

Shredder rose above the creature and glared down at it. There was an evident silence amongst the three villains. Tirek looked impressed while Cozy looked a little terrified. Shredder just took that creature down with little to no effort. The silence was broken when Chrysalis walked through into the campsite. 

"What is going on here?" 

Shredder looked down at the creature and grabbed it's tail. He then threw it at Chrysalis' hooves. 

"Enjoy you're meal, Changeling." Shredder snarked as he folded his arms. 

Chrysalis smiled as she licked her lips in anticipation. 



 

Chrysalis finished cocooning the creature on a tree branch and scurried down to the ground. She then took her seat around the campfire with the other villains. 

"Why are you doing that? Didn't you already drain it of love?" Cozy asked. 

Chrysalis smiled, "I always save a little for the next day." 

"You cocoon all of your... meals?" 

"Of course." 

"So when you pony-napped Twilight and the others, you cocooned them." Cozy prodded. 

"Yes. Until that sow Starlight Glimmer freed them, corrupted my subjects, and stole my hive!" Chrysalis snarled. 

"Those ponies have weaknesses. I used that turncoat Discord. Tricked him into helping me capture his so-called "friends". Tirek said. 

Chrysalis sighed as she rolled her eyes, "Discord was really something until friendship ruined him." 

Tirek laughed, "You should've seen Twilight's face when her friends appeared in bubbles around me. She was all..." Tirek then made a bunch of whining sounds, causing Cozy Glow and Chrysalis to burst out laughing. 

"She's so stressed out all the time." Cozy said. 

"When I posed as her former foal-sitter, I thought she was going to implode!" Chrysalis added. 

As the three villains laughed, Shredder tightened his fist in annoyance. 

"I wish I could've seen her face when I nearly erased all the magic from Equestria." Cozy stated. 

Tirek arched an eyebrow, "All magic was a little excessive, don't you think?" 

Cozy waved him off, "Eh, I think big. Besides, it would've been worth it just to see Twilight and her friends bow down to me!" 

"BE SILENT!!!" Shredder yelled, finally having heard enough of their annoyance. The other three villains turned to Shredder, who's eyes glowed menacingly, "Your feeble achievements mean nothing! Your accomplishments are nothing compared to mine!" 

Cozy then got in his face, "Oh yeah? And what exactly have YOU done, smart guy?!" 

Shredder then chuckled evilly, which caused Cozy to back up as he stood up. 

"Did you launch an attack on the planet Enethone where over 1,000,000 innocent inhabitants perished? Did you incite and fund a civil war on Eno II in an effort to mine their raw minerals without restriction, where 3,200,000 lives were lost in the civil war? Did you try to take over the Utrom government with an illegal and violent coup?" 

The other three villains were petrified. Terrified. For the first time in their lives, they each felt genuine fear of what Shredder could do. All those lives. Gone. Cozy was shaking in fear as she quickly flew behind Tirek. The Centaur was actually scared. Although he didn't show it, his eyes were all Shredder needed to see. Chrysalis' eyes were wide open and her jaw practically hit the floor. 

Shredder chuckled, "I didn't think so. Now, you two," he pointed at Cozy and Chrysalis, "have trekked the mountain. You know its terrain. Tell me everything that you encountered and leave nothing out!" 



 

The next day, the four villains trekked up the mountain and arrived at a little cottage. Shredder frowned when he saw an old pony named Rusty Bucket step toward them. Before Rusty could say anything, Shredder backhanded the pony with so much force that he fell of the edge of the mountain. 

As the other three villains looked on, Shredder just continued forward. 



 

It was a long journey, but they eventually made it up the mountain. What waited for them was a cave protected by a barrier. That must be where the bell is. Chrysalis flew to the barrier and collided with it, sending her falling to the ground. Tirek and Cozy looked at one another as they walked to the barrier. Tirek touched it, burning his hand in the process. 

Shredder shook his head, "Fools! That barrier will not be so easily broken." 

Cozy turned to Tirek, "Can you absorb it and make it go away?" 

Tirek shook his head, "I can only absorb magic from living beings." 

Shredder then got an idea, "Like the bug?" 

They all turned to Chrysalis, who got back to her hooves. She snarled as she lit up her horn, "BETRAYAL!" 

Cozy shook her head, "Not betrayal. Teamwork. If Tirek absorbs your energy, he might be strong enough to break through." 

"And then?" 

"And then he gives it back!" Shredder said. 

"I do?" Tirek asked. 

Shredder turned to the Centaur, "Need I remind you what will happen if we fail?" 

Cozy shrugged, "We face Grogar?" 

"No! You will have to face my wrath! And believe me when I say that I know ways to make your life miserable that even Grogar won't know about!" Shredder threatened, raising his claw to Tirek's face. 

Tirek gulped and sighed, "Fine." 

They all turned to Chrysalis, who sighed in defeat, "Do it." 

Tirek smiled as he began to drain the magic from Chrysalis. As he absorbed her magic, Tirek began to grow in size and in power. Once completely drained, the Changeling fell to the floor. 

 

"So... much... power!" Tirek then kissed his biceps and smiled, "Welcome back, baby!" 

Tirek then turned and fired a blast from in-between his horns at the barrier, causing it to open slightly. 

"It's not big enough for me!" 

"Maybe not for you." Shredder said as he turned to Cozy. 

The filly knew what had to be done and flew into the slightly open barrier. Tirek was beginning to struggle as sweat fell down his brow. 

"Can't... hold... much... longer! Hurry!" 

Shredder's eyes then began to glow. If that filly failed, he was not going to be happy. But luckily, Cozy flew out of the cave just as the barrier closed and landed in a pile of snow. Tirek then fell to the floor as Shredder approached the pile of snow. Cozy then shot out of the snow with the bell in hoof. 

"Ta-da!" 

"Mwahahahaha. Excellent." Shredder then took the bell as Chrysalis struggled to get back up. 

"My.....magic." She said as she fell back to the ground. 

Tirek got back up and looked conflicted. On one hand, he didn't want to lose his power, but on the other, he'd rather stay alive. So he opened his mouth as the magic drained out of him and returned to Chrysalis, the Centaur shrinking as the power left him. 

Once the magic returned to her, Chrysalis stood back up as Shredder and Cozy approached the pair. 

"I-I wasn't sure you were going to give it back." Chrysalis said. 

Tirek shrugged, "Neither was I. But I wanted to stay alive. I'm evil, not crazy." 

"When we helped each other, it felt better somehow." Cozy added. 

"I haven't felt like this since before I lost my hive. Having others who will be there for you is... pleasing." Said Chrysalis. 

"FOOLS!!!" They all gasped and turned to Shredder, "You are all starting to sound like those foolish mares! This Magic of Friendship is nothing but a disease! A fallacy that those fools cling to! Without it, they are nothing! Are you all the same?" 

The other villains began to think. Shredder then continued. 

"I believe that a lesson was learned this day. If we wish to have any chance of succeeding, then we must work together to achieve victory! That Ram is too powerful! He must be dealt with! Let him think that he is in control, and then we shall end him, and those foolish ponies!" 

The other three villains looked convinced. Shredder had a point. Grogar couldn't be allowed to interfere. 

Tirek then stepped forward, "Is this where that plan of yours comes in?" 

Shredder then looked down at the bell, "My plans are only beginning." 



 

"You failed to retrieve the Bell?!" Grogar yelled in fury. 

Cozy, Tirek, and Chrysalis all kneeled before him while Shredder stood. He refused to kneel before anyone. 

"W-W-We're sorry, almighty Grogar." Cozy said. 

"We worked together as you asked." Tirek added. 

"We just aren't as powerful as you." Chrysalis finished. 

Grogar yelled as he fired a magic blast at a wall. Shredder rolled his eyes. 

"Obviously! At least you finally did as you were told and worked together." Grogar said as he began to walk away. 

"Of course!" Cozy shouted. 

"Whatever you command!" Tirek added. 

"Forget about that old bell. You were right. We're so much more powerful... when we work as a team." Chrysalis finished as Grogar left. 

 
(Play from 1:30 to 1:55)

Shredder then walked over and retrieved the bell from its hiding place. He then walked over to one of the candles and activated a secret hatch and placed the bell inside. He turned to the other villains as he closed the hatch. 

"Now, once we learn the secrets of the bell! That foolish Ram will be no more! And this world shall know TRUE despair! Hahahahahaha! HAHAHAHAHAHAHA!!!"