//------------------------------// // ...And Light May Fade... // Story: And Then There Were 10...Er...67 // by Grey Ghost //------------------------------// “Well this certainly is a mess,” Celestia said as she unleashed a beam of light into the crowd of Shadows, evaporating most of them. “Please stay close everypony.” Behind her, most of the castle staff had gathered, with Luna guarding the rear. The castle walls had become black and jagged, creatures of darkness sprouting from anywhere and everywhere. They had yet to meet more than a few palace guards, and they could only pray the rest of them were alright. “The main ballroom shouldn’t be too far away, just a little further,” Axesplitter, the guard captain, said, moving up next to Celestia. “Good, thank you captain.” “Sister!” Luna shouted, firing a blast at another group charging at them from the side. “Will this never end?” Celestia asked with a sigh, moving to cut them off. She charged her horn, vaporizing them within seconds, “Everypony quickly, into the ballroom!” she ordered, gesturing toward the aforementioned room. The two sisters pulled the doors open with their magic, letting the servants and guards in first. The ballroom was clear, though like the rest of the castle, its crystals had taken a black color. “Quickly, close the doors,” Celestia told Luna, firing off a few more shots at the approaching Heartless. The doors slammed just in time to stop the oncoming horde which smashed against them with a loud bang. Ther creatures continued to beat on it but thankfully they seemed to be holding. Everypony panted. “Okay then. Let’s all take a moment to-” Celestia was cut off as a massive... something smashed in through the ceiling. As she recovered she saw that it was a giant hand. As it pulled back she looked through the newly opened hole to find another Heartless, this one of a massive size and seemingly attached to the palace itself. It looked like something straight out of Tartarus, possessing sharp fangs, huge bulging arms, horns, and eyes like empty voids, gazing down upon them all malevolently. “Faust help us,” she muttered. The creature raised its arm again, ready to strike down on them all. Celestia and Luna both gathered magic in their horns to retaliate. “HEY, FUCKTARD!” All heads, including that of the monster, turned to face the source of the voice. Standing on one of the palace spires was a bipedal being with six arms. Though not looking exactly the same, there was doubt as to whom it was. “Sir Gilgamesh?” Luna asked aloud, looking quite happy to see him. “I’VE SEEN GUYS TRY TO COMPENSATE WITH BIG HOUSES, BUT I‘VE NEVER SEEN SOMEONE TRY TO TURN THEIR HOUSE INTO THEIR DICK!” Whether the creature understood the insult or not was unknown, but it attacked him anyway, destroying the spire with a punch. The warrior, however was gone. Just then a song began to play, coming from the opposite direction. Everyone turned to see Gilgamesh dancing on another spire. The giant retaliated the same as before, only to be met with same reaction, a new song and a new dance originating from a new spire. The creature struck at the spire only for Gilgamesh to appear on it’s head, having changed to a new song. “HEY BEN!” he called, “YOU GONNA JUST SIT THERE OR ARE YOU ACTUALLY GONNA HELP!?” The creature tried again to punch the warrior only to, rather comically, punch itself in the face. Gilgamesh grabbed its hand and forced it to repeat the action. “STOP HITTING YOURSELF! STOP HITTING YOURSELF! STOP HITTING YOURSELF! STOP HITTING YOURSELF!” From beside the ponies, Diamondhead came rushing through the walls, several Neo Shadows climbing and clawing at him. “Get off! Get off, I said!” He grabbed the one on his back, slamming it onto the ground before stomping it out of existence. Then he turned and fired several quick shots into the remaining shadows before turning back to Celestia and Luna. “Everypony alright?” “Jason?” Celestia asked, clearly confused at the series of events that had happened. “Not this time,” Ben answered, firing another diamond at a shadow attempting to creep up behind them. “You’re the other Omnitrix wielder! The one Jason and Sir Gilgamesh mentioned!” Luna exclaimed, smashing a Defender through its shield. “Ben, was it not?” “That’s me, Ben 10. Your slave for the day,” he said while stomping out a rather pesky Shadow. “Your help is greatly appreciated, Ben 10, but I don’t suppose you have a way for us to escape?” Celestia asked, slicing through a group of Neoshadows with one swing. “In fact, I do.” Ben slammed his fist into the ground, a large hole opening up and leading down. “I just formed a tunnel that should take you out to where Shining and the others are. They should be able to get you all out of here. And don’t worry, that cave is structurally sound, it has the Diamondhead guarantee.” “THAT BETTER HAVE A WARRANTY ON IT!” Gilgamesh shouted, holding onto the Heartless’ horns with two hands as he cut at its head with four katanas. Ben growled, looking at Gilgamesh. “Just destroy the thing already!” he shouted to the warrior. “I got other things to do today!” “NOT UNTIL THEY’RE OFF THIS THING! LOTS OF EXPLOSIONS!” Ben groaned. “Do you want me to do it then?!” The ponies ignored them, taking the chance to start running through the tunnel. “NOPE, THIS ONE’S MINE! JUST NEED TO AVOID KILLING ANYONE ELSE ALONG WITH IT!” he shouted before jumping into the air, dispelling his weapons, summoning the same dark energy rings he absorbed earlier, and blasting the Heartless in the face with them. He then landed and summoned six unique blades, one in each hand. “You should go, too. I don’t know how tough Diamondhead is, but I know he’s not invincible. Even if you are being kind of a dick, you don’t deserve to die.” Ben scoffed. “Trust me, if I could go I would. I already had enough of you when you crashed into my world. Let alone the other humans I’m stuck with at the moment.” “Ugh, you know what? I’m too busy to argue with you right now,” Gilgamesh complained before taking a deep breath and posing dramatically, his body glowing golden as drums began to beat and sakura blossoms fell... somehow. “PREPARE, VILE CREATURE OF HATE AND EMPTINESS!” he shouted before disappearing in a flash of speed, only to reappear behind the creature. “MASAMUNE!” he shouted, before cutting at it and disappearing, reappearing at another angle. “MURAMASA!” Another slash and another burst of speed. “ZANTETSUKEN!” Another slash. “BASHOSEN!” A slash and a tornado. “CALIBURN!” A flaming slash cut along the beast’s chest. “EXCALIBUR!” Another slash, another burst of speed, and he was high above even the creature’s head. “BEGONE FROM THIS WORLD, MONSTER!” he cried, as he dove down, striking with a series of flashes before landing. “...That’s it? That’s what-?” Ben began. “Wait for it.” Immediately afterwards, a giant tornado of fire erupted from the ground, engulfing the creature in flames. It screamed in agony for a moment before a giant explosion erupted and destroyed it... along with a large part of the palace... and sent the two Displaced flying through the air. They landed hard several blocks away, Ben groaning as he sat up. “Gilgamesh, this is the last time I deal with your craziness. That’s a Pinkie Promise.” “I highly doubt that, considering you’re willing to tolerate both Pinkie and Lyra,” he replied as he stood up, looking no worse for wear, aside from shaking off a large amount of soot coating his body. A shadow spread across the ground in front of the two, from which many, many more Neoshadows rose, along with a Darkside accompanying them. They began to streak towards the duo, but a flash of light in the middle of their ranks caused them to give pause. One of the Neoshadows twitched, something blinking embedded in its head. “Beep...” “Beep...” “Beep...” “Beeeeeeeep!” The neoshadow was obliterated in the resulting explosion, along with most of the horde flocking towards Ben and Gilgamesh. The rest climbed to their feet, looking around for what had hit them. “sttttaaaaaaaaAAAAAAARRRRRRRS!” Nemesis fell from the sky, smashing straight into the face of the Darkside. It teetered from the impact, ultimately falling straight onto its comrades. Nemesis threw an arm out, a chain unwinding from his sleeve. He flicked it again, and it wrapped around the neck of the fallen Darkside, who gripped it. Burn in hell. Nemesis’ eye glowed red before he yanked the chain, effectively decapitating the Darkside, which burst into a monumental inferno that consumed whatever Neoshadows remained. Nemesis stood at the center of the fire, and looked towards his comrades. I didn’t miss anything, did I? Nemesis rewrapped the flaming chain around his torso. “Just Benny giving the Princesses and the castle staff an escape route while I took care of the big guy upstairs. Where’ve you been?” Gilgamesh asked. Scouting the battle out. Nemesis pointed to the east. There were some heartless trying to get away from the empire and going towards Manehattan, but I cut them off. Other than that, there’s only the army standing between us and whatever Ansem’s done to the Crystal Empire. “Sweet! Now then, how’s about a contest?” the warrior smirked. “Who’s gonna get the biggest kill count? I’ll even let you keep the ones you just slew on your score as a handicap!” Nemesis smirked. A chance to test my new toys against the strongest warrior that I know? Count me in. “You can’t be serious.” Ben frowned, crossing his arms. “You two are gonna treat this like a game? Count me out.” He just focused on getting rid of the monsters, ignoring the Displaced around him. “Fine. To be honest, you don’t seem like the type, and you’ve kinda been pissing me off since you got here. Anyway, you might have new toys, but I’ve got new skills. Check this out!” Gilgamesh said as another wave of Heartless approached. He dispersed his weapons and took in a deep breath, his body crackling with blue electricity. “BY THE POWER OF HAMON!” he shouted before holding his two middle arms out to the side, palms up. Soon a light blue energy formed on his other four hands as he rapidly began pressing them into his remaining two. “AND THE POWER OF CHAKRA!” Two swirling balls of blue energy began to form. “MY HEART RESONATES! ENOUGH HEAT TO BURN! ENGRAVE, MY BLOOD’S BEAT!” he shouted as the blue electricity turned bright yellow. He dashed forwards and spun. “SUNLIGHT YELLOW RASENGAN OVERDRIVE!” he shouted as he stopped spinning and launched the two now yellow energy balls forwards, annihilating any Heartless they came in contact with and sending their power flowing along the crystal structures, destroying any enemy touching them. The entire advancing force was gone. “Oh, look at that, I think I’m caught up!” Nemesis gawked for a moment, before smirking again. I suppose there’s no time to waste then, is there? Reaching into his trench coat, he pulled out a long, sleek weapon with a muzzle that extended at least four feet beyond the end of the gun. It glowed and hummed with some otherworldly energy. He pressed a button and the muzzle of the gun rotated. He aimed down the sight, a red laser leaving his eye and lining up with the group of heartless in the distance. “Target calibrated. Fire when ready.” Nemesis pulled the trigger, and a let loose a sound that might’ve caused any ordinary ponies or humans nearby to go deaf. At first, nothing happened. Then, in the distance, the air warped, and an implosion drew in any nearby heartless before a blossoming explosion washed the battlefield in an orange-red light. Scratch that, I’m ahead. Nemesis let the weapon rest on his shoulder for a moment before tucking it away again. Then he drew the weapon Jason had given him, Chaos Eater, from its sheath. Better keep it that way. He launched himself into the mass of enemies with a roar, spinning as he hacked through the heartless amassed below them. “Oh no you fuckin’ don’t!” Gilgamesh shouted as he summoned his ultimate blades and began to tear into another group of enemies with renewed fervor, laughing like a maniac as he did. “Ugh, this is so not my scene,” Ben groaned as he casually fired diamond shards at a group of enemies approaching from behind, not even bothering to look. Nemesis was a wall of blades and tentacles. Any enemy he didn’t slash through was impaled with his extra limbs, then thrown into more of its comrades. After a while, his sword hit something he couldn’t cut through, and he jumped back. A wall of defenders was advancing towards him, shields raised like a phalanx. Intelligence? I didn’t think any of you had that. Nemesis pondered how to overcome this new obstacle, when he looked from his sword, to the chain wrapped around his torso. I wonder...? He unlatched the chain from his torso, wrapping it instead around his sword. The sword burst into flames, the chain melding with the blade. Well, that’s convenient. Nemesis grinned before slashing, a horizontal blast of flame erupting from his blade and burning through the defenders’ shields, incinerating them as well. Come at me! “STAAAAAAARS!” He resumed his hacking and slashing rampage. Meanwhile Gilgamesh was gleefully slicing through enemy after enemy, as he played his own music. A swarm of Shadows raced at him and he dispersed his swords for his machine guns. “Let Nemmy take on the big ones, I’ll rack up the count by taking the weak ones!” As he turned the weaker Heartless into swiss cheese he was soon swarmed on all sides by a group of Invisibles. “Oh goody! More lining up!” he shouted as he summoned both Caliburn and Bashosen, swinging both at once and creating a tornado of fire that incinerated them all in seconds. “HEY NEMMY! WHAT YOU AT!?” A wave of Blue Rasphodys sprouted forth from the ground, but were quickly met with a wall of flame given off by Chaos Eater, and were gone just as soon as they’d arrived. Nemesis swung his sword around to dispatch a soldier creeping up from being. Nine hundred ninety ni— A loud caw from overhead made Nemesis glance to the skies, noticing a Wyvern about to dive bomb him. He dodged the attack, then slashed the heartless as it passed. It cut cleanly in two and vanished. One thousand! You?! Nemesis crouched, his tendrils weaving through the ground to sprout around him and destroy bandits who were beginning to come close. "Nine hundred ninety eight!" He shouted back before being swarmed with Neoshadows. He then quickly pulled out Bashosen and Caliburn, spinning quickly and unleashing a tornado of fire around him, incinerating them all. "Make that one thousand and twenty eight!" The two continued the slaughter for another five minutes before all the nearby Heartless had finally vanished. "Phew! I gots five thousand six hundred and forty seven. You?" Nemesis sheathed Chaos Eater, looking over towards Gilgamesh. Five thousand, six hundred and forty seven. The two stood in silence for a moment. “Well... “ Gilgamesh began. ... shit. Nemesis finished. Just as the two warriors thought their competition had come to a draw, a massive roar tore across the battlefield. From the felled heartless, a shadow began to gather in the sky. It sprouted wings, spanning across the entire battlefield and casting it into shadow. Even the other heartless stopped to watch as the massive leviathan formed, and a Ruler of the Sky burst forth, letting out another battlefield shattering roar as it banked hard, circling the battle. The two looked to each other. "Tiebreaker?" Tiebreaker. The two displaced burst into motion, Gilgamesh leaving a cloud of dust behind him as Nemesis launched himself in the air. "LASER BARRAGE!" Gilgamesh shouted, unleashing a torrent of beams from his eyes before slashing the Heartless rapidly with his blades. The heartless roared as he took hits from the lasers, then spun to the side to avoid Gilgamesh’s blade swipes. It spun once, meaning to come back at Gilgamesh for an attack, but several explosions impacted its body, and it shrieked a second time. Nemesis stood high on a nearby cliff, his launcher levelled on his shoulder as he reloaded, and fired again. The heartless spun, the rockets missing their mark as it turn and swatted the cliff Nemesis was standing on with its massive tail. Nemesis gripped the back of the heartless with his tendrils, growling as the thing tried to shake him off. "Hissatsu, Part 2! BITTER END!" the warrior shouted, slicing the beast with Zantetsuken, pausing a moment before an explosion of blue energy erupted from the creature. He turned, grinning, only to see it was still alive, but barely. Nemesis smirked. "NO!" Nemesis jumped into the air, his tendrils still attached as he fell through the air past the beast, pulling it with him. It turned belly side up, beginning to fall as Nemesis used his tendril like a bungee cord to bounce back up, spinning with his blade extended as he prepared to cut the beast in two. Gilgamesh growled and shot forward, his own blades raised. The fighters struck the beast, it's body severed into several pieces before exploding. The two landed moments afterward. "HA! All mine!" What are you talking about? Nemesis growled. That was obviously mine! "What!? No way, that was all-!" He shouted back before cutting himself off. "Ugh, you know what? Let's settle this later, we’ve still got an Empire to save." Right. Nemesis sighed, then smirked I’ll kick your ass later. "Sure, because you've recently killed an interdimensional universe destroying sorcerer," he scoffed. Nemesis tilted his head. Well, I don’t know about that, but I did break through Sun-butt’s stubborn attitude. He grinned. Of course, that was after she blasted my arm off. Nemesis gripped his left arm at the base, detaching it from his body. It waved at Gilgamesh, despite its detached state. Glad I’m a righty... though cybertronics certainly help. "Yeesh. You can give me the full story later. Imma go find Ben. Catch ya later!" He saluted as he rushed off. "HOPE YOU STAY FOR THE WEDDING!" Right, the wedding. Nemesis sighed. I gotta talk to Jason about that. He spoke to himself. Ben shattered another shadow, stomping it out of existence while muttering to himself. “Stupid Jason, stupid Displaced. I’ve got better things to do than blow out some stupid shadows.” “Oh hey, there you are, Ben!” Gilgamesh said, rounding the corner casually. “I was afraid you got yourself killed.” “Don’t worry about me,” he replied coldly. “Just focus on getting rid of these vermin.” “Ah, don’t worry about it. These guys are chumps for the most part,” he replied, summoning two machine guns and mowing down a horde of Shadows approaching long before they could even reach them. Another group of Darkballs started to float over only to be incinerated by a well-placed rocket. “So, been meaning to ask, the hell’s up with you lately? You’ve been a bit of a dick. That’s not the Ben 10 I remember.” “I am no different from before,” Ben answered. “Circumstances kept me from acting as I truly am. I hold no care for you or your kind, and would rather just be left alone. This is not something I should be helping with.” He lazily fired a shard through a Neoshadow’s head, dispersing it. “Dude, seriously? How can somebody who claims to be good be such a selfish prick? When you see someone in trouble don’t you want to help them?” Gilgamesh asked, casually firing bullets and rockets without even looking where he was shooting. “If it were another creature on my world then yes, I would help them. But this is not my world, there is nothing here for me, there is no reason I should be here. I never should have taken Umbra up on that totem thing. It’s caused nothing but problems.” “So it’s not worth it to see your sister again?” he asked. “Family is different!” Ben growled, facing Gilgamesh. “Don’t you dare try to use that against me. If I had had the chance, I would have kicked you off my world the moment you showed up. But that would have put others in danger and revealed me before I was ready. Don’t go thinking we’re friends, because I don’t make friends with humans!” Gilgamesh said nothing for a moment before dispersing his weapons and performing some hand signs. “Kage bushin no Jutsu,” he said simply before ten more Gilgameshes appeared. The clones began to tear into the nearby enemies, giving some breathing room for the original Gilgamesh to approach Ben without interference. “I see your universe has a tendency to produce those with prejudices towards others. So much for ‘Ben Tennyson, the Great Mediator.’” Before Ben could answer, he continued. “You know, my Equus just got out of a war. A world war, mind you. And we won because all the races of Equus were willing to put their differences aside to help one another, even when they had nothing to gain from it. Sure there was butting of heads at first, prejudices, past transgressions not yet forgotten, but in the end they overcame that.” “Does it look like I care about your backstory?” Ben snipped. “Not my world, not my problem. And don’t call me ‘Tennyson’, that’s not my name. My job is to keep Equestria at peace and harmony balanced. That’s all I need to do.” “For someone who claims to be wise, that’s extremely short-sighted. I was able to defeat Exdeath and his armies because I had help, not just from the rest of Equus but from other Displaced. Not just abilities but also being taught how to lead armies, to test out new ideas and look at things differently. I have many to thank for my success because when a hand was extended to me in friendship I took it, and I was sure to respond in kind. This path you walk now will come to bite you, Ben. One day you may find yourself against something even you and your Equestria cannot beat alone, and when you call for help you may find no one is willing to reply. Either because they’ve heard of you and your attitude from others, or because they have the same opinion as you, ‘Not my problem.’” Ben glared at Gilgamesh. “I would rather die than let more of your kind into my world. If that day ever does come, then I will take that as a job well done. I don’t need your kind, I don’t need your ways. I have my friends, my family, and my world. Do not think you can preach your ways to me, boy!” he spat, both literally and figuratively. “You are a disease, one that will wipe itself out, given time, taking everything with it.” Before he could react Ben found a hand around his neck and his body held off the ground along with his back against the wall. “‘I will take it as a job well done,’ you say? If your friends and family are slain you will take it as a ‘job well done’ just because you were unwilling to accept aid? Your Celestia and Luna could be killed, along with Twilight, Nyx, Spike, Lyra, and all the others, but so long as you relied on your own self you would call it a ‘job well done’? Disgusting.” He then dropped Ben. “You are right about one thing, however. I was a ‘boy’ before. I didn’t really understand the responsibility I had, I just knew that I had two things I never had before I became what I am now: power and freedom. And I made as much use of them as I could, not thinking what I really should’ve used my powers for.” He leaned in and glared at the shifter. “Tell me this, Ben, have you seen those who depend on you die? Have you seen those who believed you would get them home to their families and friends in one piece lose their lives in front of you? Have you seen a creature with the lower half of its body disintegrated bleed its last in front of you, eyes terrified? Have you seen fields of blood, excrement and bodies as far as the eye can see, knowing each and every one of those corpses was a life you were responsible for? Well, I have. I have very recently. In the past year I grew up, Ben. I saw a small fraction of the kind of cruelty and horror that can happen, and I know it can get much, much worse. And now that I’ve seen that, I know what I need to be. I know what kind of example I need to set.” He then stood up, dispersing his clones and turning away. “And in accordance with that, know this: even if what you’ve said this day has tarnished my view of you forever, I will still hold out my hand to help you, even if you won’t take it. Because that’s who I am. That’s who I need to be.” He then grabbed his scarf, turning it into a pair of wings before flying off towards the sounds of battle. Ben glared as the Displaced flew off. “You think I haven’t seen death? That I haven’t seen destruction? Fool, if only he knew the true terror that I’ve seen... what I’ve done.” He stomped a shadow that got too close. “This is why your kind can’t be trusted, you assume you know what is right. You assume that your way is right. You assume that my life is not bad. Assumptions have ruined my life, so you should pray you only know a fraction of the horror.” Ben turned, noticing several Heartless heading for the tunnel he created. “You only know the truth, when you become the monsters you fight.” Ben raced into the tunnel, a choice finally made in his mind. Yamask flew above the Crystal Empire, enjoying the sight of the destroyed city. He hummed a happy tone while absorbing whatever dark energy he could, “[Shame they want the city back how it was before, in my opinion this is a huge improvement.]” “[Yamask!]” Yamask turned back and saw a familiar large bug flying towards him, “[Yamask, change of plans! Tomas is looking for you, we need to go like right now!]” Yanmega flew back towards the way she came, leaving a slightly confused Yamask behind. Yamask frowned, “[Well, not sure if I even have enough for the mech, but what the heck.]” He shrugged before he started to float back towards the library. “You sure that thing will work?” Spike asked, looking up at the mech, his arms crossed over his chest. Meowth turned to Spike, looking rather annoyed, “Of course this mech will work, all of my mechs work!” Wobbuffet popped out of the machine, “[Sir, I have to disagree with that statement, the last mech, The Robocord MK.2, was blown to smithereens before we even got the chance to use it to its full power.]” Meowth glared at Wobbuffet, his claws already out, “Care to repeat that you blue–” Before Meowth could attack the blob, an energetic Yanmega flew in. “Yan! Yan!” Meowth turned to Yanmega, “Ya found Yami yet?” The bug simply nodded, “Great, so where is he?” Just then the small ghost type flew in, “Yam, yam!” “Did you get enough negative energy?” Yamask shrugged, “[For that thing, probably.]” “Idiot, we don’t need it for the mech, we need to know if you got enough energy to possess someone!” Yamask looked at Meowth in shock, “[I thought Tomas told me not to posses ponies anymore.]” “Yeah, well change of plans, we need you to force someone out of some mare’s body.” Meowth leered at Yamask, “Ya think you could do that?” Yamask looked unsure, “[I guess I can try...]” “Great, let’s go,” Meowth jumped onto the machine. “Come on Yami, they’re waiting.” “I’m coming, too!” Spike said, waddling over to the mech. Meowth looked over to Spike, a bit concerned, “Ya sure you want to come kid? I’ll tell you it’s probably going to be really dangerous for a baby dragon.” “Hey! Everypony else is helping out! I’m not gonna sit around while they risk their lives!” Spike snapped at him.”Besides, I’m the one that helped Twilight beat Sombra! It’s not like I haven’t been involved in this kinda stuff before!” “Well, if you say so.” Meowth pointed to the seat right beside Wobbuffet and Mime Jr. “If ya want, you can hop on.” Spike nodded, climbing into the seat and buckling himself in. Ben came running down the tunnel, seeing the ponies not too far ahead. “Is everyone alright?” he called, coming to a complete stop once he reached them. “We’re fine, Sir 10,” Luna said with a pant, “Though those creatures still appear to be coming for us,” she pointed out, smashing a shadow with her hammer. “Yeah, they’re still all over. I saw some of them running down the tunnel so I came after.” He fired a few quick diamonds into the last of the shadows, for now. “I’m going to extend the tunnel further into the Empire. It should take us out near the palace and the Heart.” Ben put his hands on the tunnel wall, creating a new passageway. “Come on, more are sure to follow.” “Go!” Celestia ordered, making sure the other ponies went first before she and Luna followed after them. Ben looked behind them and saw more Heartless coming their way. He stretched out his arms and collapsed the tunnel up to their point, sealing him and the ponies in the new passageway. “That should hold them for now.” “You have our thanks, Sir 10,” Luna said, looking back at him, “We owe you greatly for your assistance.” Ben just turned and began to follow after the ponies. “You shouldn’t be thanking me. If it wasn’t for seeing those shadows nearly take a young pony, I would have sat back and watched.” Celestia just glared at him, moving down the tunnel, lighting their way with a illumination spell. “Don’t take it personally, but I’m not one of those helpful Displaced. My only concern is the safety of my own world.” “That’s easy to see,” she commented, not losing her glare. “Glare at me all you want, Tia,” Ben said, not even looking back. “I’ve gotten plenty before and no doubt will in the future.” “It amazes me that Jason considers you a friend.” “It amazes me even more. I can only just tolerate him, considering what a jerk he is known to be.” Suddenly, Ben felt something painful in his head, and his quick pace faltered. He stopped himself from falling by throwing his arm to the wall, breathing hard. “Are you alright, Sir 10?”’ Luna asked, pausing beside him, looking rather weird. “Yeah,” he said through ragged breaths, using the wall as support. “Yeah, I’m–” There was another spike in his head, making him hold it as he growled in pain. There was a flash of green light, reverting him back to normal. “You do not look alright,” she said moving closer. “Allow us to aid you.” Ben’s breathing got even worse, holding his head. Something made his eyes widen in fear. “No,” he whispered. “Oh gods, please no. Not now. Not him.” “What is it?” Celestia asked, looking at him with a raised eyebrow. Ben tried to pull himself up to a standing position, but ended up falling to his knees. “You... you need to go.” He pointed after the ponies. “Get them out of here and collapse the tunnel.” “We will not leave you here,” Luna said, sounding a little insulted that he would imply it. “It wasn’t a suggestion!” he hissed, glaring at the two of them. He gasped in pain, grabbing his head. “Get out of here and destroy this tunnel. It’s your only chance.” “We will not leave thee!” Luna shouted, starting to get annoyed. “If you don’t go now, you’re all doomed!” Ben shouted, getting to his feet in a burst of anger. “Now do as you are told and get out of here!” That strength then suddenly drained from him as he dropped to his knees, screaming in pain. “Go! NOW! I can’t hold him back for much longer.” “Let’s go, Luna,” Celestia said, starting to move down the tunnel. “But, Sir 10!” “Luna, he has made his choice.” Luna looked back at him with a sigh before galloping after her sister. A few moments later they sealed off the tunnel. Ben panted hard as his will slowly failed him. He moved to where his back was against the wall, his consciousness slowly fading. “May the gods... have mercy upon them.” He screamed in pain once more as the Omnitrix activated. As Luna and Celestia turned away from the tunnel, a sound came from within. Not one of pain as expected, but one of pure rage. It was powerful, too, echoing throughout the Empire. The sound? A massive roar. The rubble that remained of the entrance began to shake, as if something were trying to come through. “Move!” Celestia ordered, making the gathered ponies gallop as fast as their legs would take them. The alicorns shared a look, not sure if they should join them or hold off whatever was coming. The rubble shook again... and again... and again. Suddenly, the entire entrance exploded outward, the princesses putting up shields to prevent any damage to themselves. They couldn’t see anything through the dust, save for the darkness of the tunnel. Slowly, an orange paw with a large black spike protruding from it reached out and grasped the edge of the tunnel, sending cracks through the crystal and into the surrounding buildings. From the darkness, a large, tiger-like creature pulled itself out. It stood tall in front of the alicorns, its green eyes showing only rage. It lifted its head to the air roared. “RRRRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAATTTTTTTTTTTHHHHHHHHHHH!!!!” “Why us?” Celestia asked with a groan, running a hoof down her face. “We should keep him distracted, if his device is anything like Jason’s it will have a time limit,” Luna said, hefting her hammer in her magic. Rath looked over the two princesses, then snorted. “Princess Celestia and Princess Luna, Rath has been waiting for this moment for a long time. You sealed Rath in stone, now Rath is gonna pay you back in full.” He slammed his fist into his open palm, creating a shockwave that shattered all the surrounding crystal. “Rath... is gonna kill you.” “Hail creature,” another voice cut in, getting their attention. What looked like a winged human woman in glorious battle armor landed between Rath and the princesses. “I shan’t allow you to harm anyone.” She turned to the princesses, nodding. “Tend to your people, I shall handle this cre–” She was silenced as Rath slammed his fist into her face, sending her sliding back a few inches. “And here I thought all the worthy opponents were dead.” She smirked. “Have at thee, creature!” she called, flaring her wings out. “I’m not sure who you are but please, do try not to die,” Celestia said as she and Luna galloped toward the crystal heart. “Rath doesn’t know who you are angel lady, but Rath will put you down! Rath is the strongest there is!” “I do not doubt your strength creature, ‘tis why I challange ye,” she said, looking him over critically. “Shall we test it?” Rath’s answer was roaring at the valkyrie and charging, claws extended. She grabbed his wrist, slamming her knee into his chin, before swinging him into a building. She jumped back, being mindful to stay out of his reach. Rath crashed through the building wall, but launched back out less than a moment later with no injury. “Rath can not and will not be defeated!” he roared. Rath slammed his claw into the crystalline walkway, causing the whole ground to shake and shattering the walkways as well as destroying the foundations of several buildings around him. “Such petty destruction, surely your rage is better focused, like on your opponent,” she chastised, darting forward and kicking him in the face. She flapped her wings, blowing him back from the burst of air. Rath slid back only a few inches, growling. “Do NOT tell Rath how Rath should use his wrath! Rath is the strongest there is! Rath will destroy everything! Rath will kill everything!!” “Yes but why? Surely you have better things to do with your time?” she asked, summoning up a spear and shield with a flurry of feathers. “Simple, angel lady. Because Rath can! Rath will destroy all!” “That is the worst justification for something I have ever heard, and I have lived for eons,” she said, rolling her eyes, “Thou art simple minded.” “Rath doesn’t have to justify himself to you, angel lady!” he growled. “Rath is the destruction of all! All will be destroyed by Rath’s wrath! Now die!” Quicker than she could see, Rath slammed into the valkyrie and charged like a train through several different buildings before slamming her into a wall. “Angel lady will be Rath’s first kill in a long time. Rath is going to enjoy killing angel lady.” “Thou canst not kill that which is already dead,” “Just watch Rath,” he smirked. She rolled her eyes, slamming her head into his. She placed her feet on his chest, kicking him back through the hole in the building. “Thou truly art an insult to berserkers everywhere.” Rath stood, his claws brandished with a smirk. “Then bring it, angel lady!” “If that is what you wish,” she said, taking to the sky and thrusting her spear at him. Rath dodged it, renewing their fight.