//------------------------------//
// battle lines are drawn 
// Story: Friends until the bitter end: Rebirth 
// by Carmine Prophet 
//------------------------------//

"Alright mother fucker lets go." Lamar said coldly as he put away his bow before he and his adopted brother lowered themselves as both of there armor began to glow red.

'Maximum: power'

When there blades collided they showered all below with a rain of sparks. Barnes then thrust forward before dropping to the ground and sweeping Lamars leg. The alicorn moved his non blade arm and pushed off the deck before his brother could bring his own blade around to decapitate him. Quann watched his brother turn himself around in the air before landing and thrusting his tendril arm at him, jumping to the right to avoid the tendril he pumped biomass into his legs to close the gap. 

Lamar was to slow to avoid the attack so he paired the incoming impalement before pushing his brother behind him before pushing him with the tendrils. Black and orange tendrils erupted form quanns body and attached them selves to the wall effectively pinning him to the spot, so he was forced to watch as both of Lamars arms were replaced with the three fingered arms as he punched the ground in ahead of him before backing up stretching his arms in the process. The alicorn evolved then released his grip launching himself toward Quan and blew the both of them off of the platform.

'Maximum: Armor'

(All partys)

All activity stopped as they heard and watched the platform give off a dull moan before watching two glowing blue forms fly off of one side. They watched the two crash into a wall cratering it in before starting to fall, they noticed one as an alicron as he thrust one arm toward a "Vacant" walk way on the 15 floor and a mass of tendrils extend and attach themselves before he did the same to the other falling pony. The other pony was entangled as he was bunged before his fall turned into a throw and he was slammed into a wall before shooting back up and blowing threw the walkway.

They watched the Ponys flying towards the walkway on the 16 floor before stabbing his arms into the under side stopping himself dead with a shower of sparks and a metal slicing sound. He then flipped himself upside down in time to avoid a thrown Griphion who splatted on impact. His left arm then shifted into a large rock like arm before he kicked him self off turning his other arm to match. They all felt the shock wave and saw the walkway visibly shake before they watched what looked like black and red tendrils start weaving them selves under the platform as they heard the death screams of the occupants of the walkway before they watched the other take flight avoiding a massive black and glowing red spike.

They then watched the other slam into the flying alicron before slamming him into a wall before grabbing onto the wall and turning around and doing it again before throwing him down and dive bombing after him. At the 5 floor they watched the alicorn flair his wings and stop himself before taking out his bow and drawing an arrow, The arrow exploded in front of the other pony sending him threw a wall. And with that the Alicorn righted himself and flew after his counterpart before everything broke loose in the atrium.


(Cadence)


The pink alicorn dodged a punch before firing an ice spike at the Massive stallion before her. Shockjock leaped into the air to avoid the attack only to be grabbed with magic and be slammed into the floor repeatedly. Cadence then felt something wiz by her ear, the then turned, identified, and snapped the neck of the would be sniper with her magic. She watched what remained of Shinging armors body explode as a result of the round impacting before igniting.

"Aaaaaaaaaaagh!" she screamed out as her mane began to in an invisible wind before becoming translucent and crystalline. For the second time in her life she drew on the true power of the alicorn race. In an instant the CELL troopers shooting at her from the balcony's watched a pulse of blue magic seep from her horn like a liquid before they were all gripped her magic and ether crushed out right, repeatedly slammed into walls until they were paste, or thrown into the open gap in the center of the room and fall 25 CELL soldiers met there end from these ways.

'holy shit' Shockjock thought before taking this chance to rush and superman punch the princes he then grabbed her by the leg lifted and slammed her on the ground multiple times before turning, throwing her and drawing his weapon. Cadence recovered quickly before raising a shield wall in front of her as a round impacted, she had the thought and threw the wall back at her opponent. She then remembered another spell a spell that Raptor had thought of but was unable to do thanks to his non existent knowledge of magic, she would have to fix that at some point. All she had to do now was get him to do what she wanted use those weapons on his back.

(Luna)

"BE GONE FOUL!" Luna yelled as she shoot at Gunnfodder with pure magic before drawing and slashing at him with her scythe. Gunnfodder dodged the magic and raised his arms as small bucklers unfolded themselves from his gauntlets. He then flipped his arm around and grabbed her scythe by the handle before grabbing Luna by the front of her breast plate and pulling her into a devastating series headbutts. Once she was dazed enough by his standards he brought a massive armored hooves up and kicked the princess in the stomach while pulling with his arms. Luna flew backwards from the kick and impacted a box, she coughed up blood before lifting herself to her knees before noticing her breastplate was missing along with her scythe. she noticed that her favorite weapon was in the hands of the Orion she was fighting as was her breastplate which he looked at before crushing it and dropping it to the floor. Gunnfodder shifted his grip on the Lunar princes's weapon before throwing it like a javelin at Luna. She turned to smoke to avoid the incoming projectile that shattered the enchanted weapon upon impact. She watched a fragment sail threw her smoke and impact the Orion's in the head. The princess of the night then noticed a flicker in the Orion's helmets eye piece and watched him tear it off and throw it to the ground. 

'there' she thought as saw her opening. Before turning to smoke and flying into her opponents lungs. Gunnfodder fell to his knees clawing at his throat gasping for air and drawing blood as he tore at his neck. The Orion rolled on the ground before his eyes rolled back before his body went limp, as Luna exited her victims body she avoided a stray "Bolter" round. She saw that Agent Orion was in a bad way so she covered her front with cloth before summoning another scythe from her personal armory from canterlot and flying to help Raptors personal guard.

(Valencio AKA Agent Orion)

"Burn Traitor!!" The black and blue armored Orion super soldier yelled as knelt and fired his Orion SMG's custom under mount flamethrower. Sam rolled behind a box before firing a burst form his 'SMG' the burst went wide and bounced off of Valencios shoulder pad but he did succeed in stopping the torrent of flame. He quickie reached behind him and drew his CELL orion close combat weapon and charged the Phase one orion. 

Valencio saw this coming and leapt into the air to the walkway above them. he turned and tore off the hand rail before leaping back down and smashing it against the head of the phase three and sending him into a wall.

"Well that's spent." he commented as he tossed the bent peace of metal aside to find something more effective. However when he turned to look he was kicked into the motor pool where upon crashing into something large he found what he was looking for.

Sam looked to the right to aid Gunnfodder with the Lunar princess in time to see blue smoke come from his now dead coworker. He had seen that the idiot had taken off his helmet despite that they were distinctly told not to.

(third person first floor.)

Princess Luna readied herself to face this obviously more experienced opponent. She saw him lower his serrated sword before drawing a pistol if she remembered right and aim it at her. The lunar princess then watched in confusion as he twisted his wrist holding the gun sideways and tilted to the floor.

'tchew'

'What is. Gaaaah!" she screamed as a object flew from the top of his wrist and attached itself to her horn before electrocuting her. She fell to her knees and slightly recoiled in fear as the orion pulled a trigger on the handle, before the jagged teeth on the phase three orions sword began to move with a rour like that of a chain saw.

However as she her executioner took his first step the wall beside her exploded. And when they both turned in the fire of the hole in the wall they saw Agent Orion dragging the barrel of a tank behind him with his right arm like a back ally brawler. (pacific rim style)

"Get up princess." Valencio said as he stared threw one broken eye peace and growled from behind half a broken mask. He then shifted his gripp before spun the armored barrel above his head with one arm to gain momentum before smashing the phase three in the head with the improvised weapon. 

"Fuuuuuuuu" Sam yelled as he was sent sailing before smashing into the wall. He received in time to see both the Lunar princess and phase one orion walking toward him. Shaking the stars from his eyes he stood to his massive armored hooves before looking at both as his arms and weapons hung at his sides. 

"Alright then whose first." he taunted as he rose the sword to face luna while pointed his pistol at Valencio as his back tendrils started to glow even brighter. Then with out warning he sprinted towards Valencio firing his Pistol sword raised as his vision turned Black and white with the only colors present being red.

Valencio narrowly avoided the first swing before raising his 'weapon' and blocking the sword in a shower of sparks. The CELL Orion close combat weapon was meant for lightly armored targets not to cut threw tank armor. It was almost impossible for the carbon titanium teeth to cut threw even with the enhanced strength of the Orions. Sam raised his pistol to fire a shot point blank into the phase ones neck but as he pulled the trigger his weapon glowed blue before falling apart n his hand. And with commendable four thought Sam thrust forward with his sword pushing Valencio back before moving the sword behind him blocking the enchanted scythe.

(Team two)

"FRAG OUT!" Lewis yelled as he switched firing positions.

"Hey have you ever thought we miss out on all the cool shit?" Cass asked as she fired over the barrier.

"MAG!? Nah this is plenty for me." The nano suit wearing unicorn yelled as Cass Tossed him a magazine. they then noticed the Two AST operators pause there fire before hearing the sound they had been waiting for.

"Attack pattern delta, go now." Cass yelled as both Lewis and herself threw themselves over the barriers they were behind and sprinting at the two AST's

"Shotgun!" cas yelled as she dodged a rocket. Lewis shot a CELL trooper in the face before cocking and throwing the weapon who jumped and cough it just as she reached the AST she was heading towards. She then knee slid under a punch before raising the shotgun and blasting the operators arm. Before spinning around and blasting the lessly armored back of the AST killing the operator.

"Mother fucker." she quipped before turning to see Lewis's armor glow red before reaching down and literally ripping the screening operator from his suit.

"You have the right to shut the fuck up." Lewis said before handcuffing the guy.

"Anything you say or do will lead to your execution." he added before kicking him over and stomping on the poor guys head. they both shared a laugh as the other members of team two stared in amazement.

'BOOM'

"...... Were inside right?" lewis asked

"Ya" 

"Is um that a tank?"

"Not for long"

(Duglas)

Chrysalis had just dodged a jab from Douglas before he grabbed her and used her as a shield to block an attack from myxine. Chrysalis was forced to raise a shield or be killed and as the attack struck the shield she was forced face first into the deck. The Orion lept into the air firing his 'SMG' causing the quenns to scatter before firing spells back at him. 

"Now!" ambrosia yelled as they watched him land while reloading his weapon. They fired there spells wich were stopped by a shield, they watched the Orion sprint into Ambrosia before superman punching her.

"Now i have you!" Miasma yelled triumphantly only for her horn to be grabbed and thrown into a wall but not before she flung some goo onto his helmets eyes.

"FUCK!" Duglas yelled before he felt himself be lifted and be thrown into a wall. He wiped his helmet off as he shook off the daze before reaching behind him and retrieving his weapon. 

The queens watched the phase three pull out an 'SMG' with serrated teeth as a stentorian form Calliphoria's hive flew at the phase three only to be punched down to the deck. they watched in horror and anger as the Massive stallion brought the front of the weapon down onto the changeling as it was getting on its knees. The changeling watched the weapon tear threw its chest and watched the teeth assent before its head was bisected. 

"Heh heh heh" Duglas laughed as his visor was covered in pink blood. Before his back tendrils started to glow and he sprinted at the queens and princess who all raised shields and overlapped them as he began firing his weapon. 

They watched as he neared the shield he reached to his belt and tossed a 'Small' cylinder at the shields which rolled thru and electrocuted them all. They all fell to there knees from the pain as the Orion brought his bayonet down the weapon was basted from his hands and be pushed back by Valencio before he tore the railing from the walkway and jumped back to the first floor.

"NOW!" they each yelled but all having a different plan as each of them grabbed a body part with there magic and effectively ripped him apart.

"Ok that works to." Nymph commented before the queens regrouped with team two just as they saw the M2 Rooks (2067 M1 Abrams) come smashing threw the wall.

(first floor)

Luna nodded to Valencio as she lowered herself twirling the Scythe around herself to break the momentum from the teeth of the phase three orions sword. As turned around to swing his sword she twirled her weapon like a windmill to deflect the attack before smashing the bottom of the handle into his chin before flapping her wings and rose slightly into the air and spun the blade severing the Orions sword arm at the joint. Upon landing she watched Valencio shoulder ram the 'disarmed' super soldier knocking him a few yards back. 

"DIE SCUM!" Agent Orion ran to at the phase three reaching behind him and drawing his "Bolter" before hearing Luna yell to him and when he spared a glance back he saw her dive at, role and catapult the Chainsaw like sword to him. Luna watched him pluck the sword from the air before raising it above his head teeth raring while he raised his 'SMG' before Screaming.

"THIS IS THE JUDGEMENT OF THE RICHUS...!" The phase one yelled as he shot Sam in the chest and as the round exploded inside his armor he fell to his knees all he could do was scream as he was bisected with his own sword.

"SCUM" he finished as he kicked the body from his new sword.

"Come Valencio others may require our aid." luna said earning a nod from her temporary battle buddy before the massive stallion and the lunar princess shot into the air.

(cadence)

Shockjock was furious and threw his side arm to the side as it clicked empty before dogging to the left and reaching behind him and drawing two Orion SMGs before firing the "Bolters" at the princess. Cadence smirked darkly as her spell finished and her fiances murderer pulled the triggers. The explosive rounds stopped dead as they came into contact with a blue circular shield the orion emptied the clips before he had noticed his folly. Cadence then focused before repelling the vortex shield and sending the sixty high explosive rounds back at their shooter like a shotgun blast.

"fu..." 'BOOM' was all the Orion got out before the wall of rounds hit him. Cadence then landed in a crouch before raising to her full hight before spitting blood onto the remains of the Orion.

"Bitch." she said coldly before going to twilight's side.

(Team two)

"Grenade!?" Cass yelled as Lewis threw her a grenade which she threw down the barrel of the tank. 

The now mostly reassembled team two watched as the two Blackwatch soldiers worked together to destroy the armored carriage (Tank). They heard a dull boom from inside before they all heard the screams from inside before the hatch on the top opened, and they watched a screening stallion come falling out on fire before he reached for his side arm and shot himself in the head.

"There!" Twilight yelled as she awoke drawing team twos attention to the battles raging above them.

(Dark sword/ Celestia)

'Maximum: armor'

Dark Sword dodged as he was hit with the radius of a Fire spell before activating his jet pack. The magic in the air condensed before being funneled from the two small thruster flaps in his Nano-suits back. 

Celestia leveled her rapier as her former student cocked a fist back before tilting his hand down and prompting a one foot telescoping spike to extend from his armored gauntlets. she paired the spiked punch before moving to stab which Dark Sword paired himself. Before firing a beam of magic point blank into his chest which knocked him back. 

The former Teacher and Student stared each other down before closing the gap and exchanging a series of thrusts, parries, deflections, magical beams, spells, punches, and kicks. Celestia then flew back and unleashed a torrent of white hot flames only for a shield of blue fire to surround Dark Sword and leather absorb the attack or redirect it.

'Maximum: speed'

Celestia watched her former students armor begin glowing yellow and remembering what had happened during the video back at the galla when this happened she closed her eyes and focused on the emotions she had felt fighting Luna a thousand years ago. And in an instant the millennium of peace washed away and she reached out and grabbed her former student by the neck before tossing her rapier to the side and summoning a flaming serrated broad sword. However no matter how you put it even hundreds of years of experience is just no match for plain old dirty fighting.

'Maximum strength'

seeing the odds were against him Dark sword unfolded his helmet and spit into the solar princess's eyes before kicking Celestia in the chest before grabbing his former teachers arm as his armor began glowing red. Dark sword preceded to squeeze until he felt bone crunch before tearing himself from Celestias grip and stabbing the solar princess in the arm then kicking her horn. The white alicorn fell back as she felt and saw her student stomp on her wight wing crushing the bone under hoof before kicking her in the face. He then reached down and tore off the necks her mother had given her thousands of years ago and crushing it leaving nothing but the jem which he threw. she watched him look up before following the sounds of multiple impacts on the partially molten walkway.

"Later Celi." he said as he tossed a cylinder resulting in multiple screams of agony as he activated his mag pack before flying off followed by what remained of the regular CELL troops.

"Is everypony ok?" Cadence asked as Cas ran past her and began work on Celestia.

"We'll live." Valencio said placing his sword on his back and holding his 'OSMG' in his hands.

"Cadence I see you have awakened your alicorn power." Celestia said as she stood.

'ALERT EVOLVED STILL PRESENT IN SECTORS ONE-DELTA-NINE, TWO-DELTA-EIGHT, and...' the AI was then silenced.

'Boom, Clang!'

The mares and two remaining stalions of team two looked see Starnes engaged with a seemingly normal Cell trooper before they watched him take a swipe swipe at Starnes with a glowing hot whip. Starnes then shifted his arms into blades and lowered himself while his opponent cracked the whip. It still unnerved the not blackwatch present that beings like this could even exist. They then watched Connor in a mostly destroyed AST hefting his Huricane and firing at a mare wielding a large sword with a red hot edge.

"We have to help them." Rainbow dash yelled

"We are in no condition to help them. Look they aren't even tired. All we can do now is avenge them if they fall." Celestia said sadly as starnes was swiped acros the chest. They then watched the two Blackwatch troopers leap off of their destroyed walkways and both land on a much larger one on the middle floor followed by there opponents who landed apposite of them.

'BOOM' 

Team two and the others looked up to see the ceiling explode showering them in debris. They saw the prince and his opponent crash threw a damaged walkway before the pony he was fighting punched him back. Lamar righted himself as as he hit the deck in font of Starnes and Connor at the same time Quan landed in front of his team. The two groups stared at one another before the lights on the Blackwatch troopers armor began glowing red with black vaines growing from the lights.

"This is about to get ugly." dash commented.

"This is it. Zulu againsed Requiem. Brother against Brother, Blackwatch versus CELL." Valencio said