//------------------------------// // Raining Down Destruction // Story: Shades Of The Past // by Bluecatcinema //------------------------------// The ground began to shake as the armored arachnid marched onto the outskirts of Canterlot, casting its foreboding shadow across Equestria's capital. The citizens couldn't help but gape in awe and horror at its approach, as it then climbed over the front gates of the city. "What the buck is that thing?" "It's monstrous!" "What is it doing?" "It's going to crush the city!" "Somepony needs to do something!" Atop the head, Loveless was greatly enjoying piloting his creation, manipulator arms connected to his wheelchair and controlled by his inner Earth Pony magic pulling and turning the switches. "Oh, this is magnificent!" He cackled with childlike joy. "To at long last command my glorious masterpiece! It's almost like I'm part of it!" "Easy there, pal." Sterling said awkwardly. "Try not to go overboard..." Meanwhile, Solomon looked upon the terrified populace with twisted glee. "Look at them." He smirked. "So scared, so helpless... Oh, how I've been looking forward to this..." "Don't get excited, Solomon." Sterling snorted. "Things are just getting started." "Oh yeah." Ricochet chuckled. "We're really gonna mess stuff up now!" "Don't you start." Sterling frowned. "Whoa-ho!" Ricochet spoke with anticipation, having not heard a word Sterling had said. "Can't wait for the big booms to start comin'!" "Oh, what's the point?" Sterling sighed. "Like trying to get water out of a stone..." Unbeknownst to the others, Shade was working on the knots of his rope bindings, slowly loosening them so he could escape... As the spider drew nearer, one leg stepped right in front of the carriage the Royal Guards were in. "Whoa!" One of the Guards pulling the carriage yelped, as they stopped just in time to avoid being crushed. "What the buck?" Call gasped, as they stuck their heads out. "Sweet Celestia..." Fletcher gaped. Caboose and Dull also stared, dumbstruck. "Is that... a giant, metal spider?" Dull gulped. "Seems kinda... 90s, don't you think?" Caboose frowned. Elite glanced at the mechanical monstrosity, immediately noticing the symbol of the Forefathers, etched on spider's head... "No..." He whispered, as the spider started to pass over them. "Sir?" Fletcher asked. "Stay in the carriage!" Elite jumped out. "I have something I need to do!" "What is he doing?" Call frowned, as Elite ran after the spider. "Is he actually going to take that thing on? That's insane!" "Then call me insane, too." Fletcher ran after Elite. "Where are you going?" Caboose asked. "To help Elite." Fletcher replied. "The rest of you, stay with the carriage!" "Now hold on a second." Caboose frowned. "I thought I was the crazy one here." "That was what I thought, too." Call snorted. "Well, maybe I am." Caboose nodded. "Because I'm not staying away from this party!" He leapt off of the carriage, then turned and pointed at Call. "You two stay with the carriage!" "Don't have to tell me twice." Dull nodded. "But-" Call started. "Do it!" Caboose yelled, as he ran off. "Fine." Call pouted. "Run to your death. See if I care." "Fletch!" Caboose called. "Caboose?" Fletcher turned. "I know you're still steamed at me, but I can't let you go off without me." Caboose declared. "You're my Captain, and as your Lieutenant, I have to stand with you... even if you don't like me any more." "We can talk about that later." Fletcher sighed. "But for now, let's focus on the matter at hoof." "You got it." Caboose nodded. Moments later, the two caught up to Elite, who was less than pleased to see them. "Didn't I tell you two to stay in the carriage?" He frowned. "With respect, sir, we couldn't let face this thing alone." Fletcher declared. "Yeah, why should you get to have all the fun?" Caboose smirked. "...I suppose it wouldn't hurt to have some back-up." Elite sighed. The spider continued its march toward the town square, as each step it took caused the ground to shake. Many of the ctizens emerged from their homes and places of business to behold the foreboding site. "My word..." Lars gasped, as he and Lyra emerged from the School for Gifted Unicorns. "What is that?" Lyra gaped. Sonny and Bon-Bon came out of their restaurant alongside their customers. "This can't be good..." Sonny gaped. "...We are insured, right?" Bon-Bon asked. From within Blazin' Blues, Mist and Blue came out, Mist carrying Tempest. "What in Equestria...?" Mist gasped. "Big bug!" Tempest squealed. "Now may be a good time to hide in the cellar." Blue declared. Vinny and Berry came out of a bar, carrying a bottle of wine each. One of the spider's legs stomped down in front of them. The two gazed, dumbstruck, as they glanced up at the metal monstrosity. "...I think that's enough wine for today." Vinny declared. "Agreed." Berry nodded, as they emptied the contents of their bottles onto the ground. The nobles of Canterlot also took notice. "My word." Fancypants gulped. "What is going on, darling?" Fleur asked. "I don't know." Fancypants cringed. "But it doesn't look good." "That monstrosity is headed right for us!" Jet Set realised. "If only we had gone to our condo in the Crystal Mountains this week..." Upper Crust declared. Darting through the middle of the streets was Elite, Fletcher, and Caboose, and they soon came up behind it. "We need to get up there." Fletcher declared. "Our only chance at stopping thing is to get on the inside." "But how?" Caboose asked. "In case you haven't noticed, none of us have wings." "Oh, no?" Elite smiled. "Are you sure?" Elite, quickly raised one of his hoof and threw off his director's cloak, revealing a pair of large and powerful wings. Maybe large enough to rival Shine's wings. "Sir... you're a Pegasus?" Fletcher gaped. "How come we didn't know this?" Caboose asked. "And wouldn't they be uncomfortable under there?" "All questions for another time." Elite declared. "But for now... the two of you, grab on to me. I'll take us up." Elite took off, carrying them up to the bottom of the machine, where a platform resided. "Looks like some kind of service hatch." He mused. "In all likelihood, locked..." "Leave that to me." Caboose pulled out a crowbar. "Where was he hiding that?" Elite frowned. "It's best not to ask." Fletcher shrugged. With a simple slam into the door and a tug, Caboose wrenched open the door. "And we're in." He smirked. By then, the spider had reached the town square, and everypony, including the royals, had taken note of its presence. "What is that?" Shine gaped, as he and the others (including Belle) looked out from the balcony. "I fear we're about to find out." Celestia frowned. Solomon stepped forward, stepping into an advanced megaphone. "Greetings!" He declared. "First of all, I cannot say how gratifying it is to see you cowering in fear. You, who have looked down upon us lower ponies. You, who have labelled us as nothing. You, who treated us as nothing. You, who considered us unworthy of this city of yours, while you yourselves trot around, living in excess and snobbery, thinking yourselves better than others, simply because of the size of your wallets!" "...Wait, is he talking to the royals, or to the general populace?" Sterling frowned. "I'm not quite certain..." Loveless admitted. "Who are you to talk down to us?" One snooty noble yelled boldly. "Bullying us with your oversized toy... Without it, I'll bet you're nothing but some impudent street urchin!" "Is that so?" Solomon sneered. Solomon pulled a lever. One of the cannons rotated to point at the noble... "Uh-oh..." The noble immediately went cold with terror. The cannon fired, the noble disappearing in flame and smoke. Seconds later, there was nothing but blood and ashes where the noble had once stood. "By Faust..." Swan Song gasped. "You monster!" Golden Frames yelped. Several nobles screamed in horror, while others simply ran, eager not to share the other's fate. "My Faust, that was a little excessive, don't you think?!" Loveless frowned. "Try 'pointless'!" Sterling growled. "You want excessive?" Solomon growled. "I'll show you excessive!" To Sterling and Loveless's shock, Solomon fired more cannons, attacking and hurting some of the ponies. "Run!" Golden Gavel yelled. "That thing's going to kill us all!" Black Marble declared. "What are you doing?!" Loveless yelled, "We should be focusing on the royals! Those nobles are no threat to us!" "Shut up, Loveless!" Solomon snarled, "I am trying to make a statement here, and I will not stop until I am heard!" "What are you talking about?!" Loveless frowned. "We aren't supposed to be causing unnecessary damage!" "Oh, it's necesary, alright!" Solomon sneered. "And you have no say in what I can or can't do! You may control where this spider travels, but I control the weaponry!" He pulled over a speaker, which transmitted to the workers inside the spider. "Fire all cannons!" The workers obeyed, letting loose more artillery, which struck the streets and building, sending the citizens fleeing. "Why, you..." Sterling spat. "Don't try to stop me." Solomon sneered. "This is my mission, and anypony who interferes will have to answer to Father!" Sterling stopped, knowing that he couldn't risk that. "Sure, go about your rampage." He spat. "But I don't have to like it!" "Nether do I." Loveless added. "But Father's will must be carried out." "You'll pay for this, Solomon..." Shade muttered, as he started working through the knots in his ropes. "I promise..." Back on the balcony, the royals watched with mounting horror. "This can't be happening..." Gothic gaped. "It's horrible..." Dusty trembled. "This has gone on long enough." Celestia growled. "Come, sister. Let us show those terrorists what real power is." "Gladly." Luna nodded. "Let's reduce that war machine to scrap metal!" Celestia and Luna flew over to the spider. They charged up their horns to the maximum. "Heads up." Sterling noted. "We've got incoming." "Good." Solomon smirked. "Let them try." "Now!" Celestia roared. Both sisters unleashed powerful beams of magic at the armored arachnid. To the shock of all viewing the display, the beams glanced off the spider's body, leaving it undamaged. "Impossible..." Luna gaped. Celestia squinted at the spider's body. "Look!" She pointed. Upon closer inspection, they saw that strange runes were etched onto the spider's metal frame. "Are those..." Luna frowned. "I fear so." Celestia nodded. "Return fire!" Solomon roared. Celestia and Luna were forced to retreat from a fresh onslaught of cannon fire, and returned to the balcony. "What happened?" Dusty asked. "It seems our attackers have planned for our interference accordingly." Celestia said grudgingly. "The war machine has been marked with runes that renders it impervious to our magic." Luna declared. "Just like Nalik's airship..." Shine frowned, recalling a previous encounter. "Discord's magic couldn't affect it..." "Then we must get someone that can smash that bug!" Blueblood demanded. "Where's that Osiris fellow? From what I heard, he can easily do the job!" "I'm afraid Osiris isn't around right now." Gothic told him. "Seriously?" Blueblood growled. "Where would the Serpent Deity of Death possibly be at a time like this?" "Look, it doesn't matter now." Shine said firmly, "Maybe if we knew who was control of that thing, it might help." Shine grabbed a telescope, and peeked through it. Through it, he could see the control platform... and to his horror, he saw Shade, bounded by rope. "Oh my Faust, they got Shade!" Shine gasped. "No!" Belle yelped. "Not my boy! We have to save him!" "And how could we do that?" Gothic asked. "He's right on top of that unstoppable war machine." "An excellent point." Blueblood noted. "But he can't just be left up there!" Belle urged. "He's my son! He's the only family I have!" Shine's face set in determination. "Don't worry, Belle." He declared. "I'll get him back for you." "Shine, no!" Celestia urged. "You can't! It's a suicide mission!" "She's right." Luna nodded. "Our combined might is useless against that thing, so what can you possibly do alone?" "I'm sorry, Celestia, Miracle." Shine sighed. "But I have to do this." "Shine..." Celestia pleaded. "Daddy..." Miracle sniffed. "I love you both." Shine hugged Miracle and kissed Celestia. "I'll be back. I promise." He turned to Belle. "And I'll bring Shade back. This, I swear." "Thank you." Belle smiled. With that, Shine raced off. "Good luck, my love..." Celestia murmured. Meanwhile, Solomon was gloating over repelling the Princesses. "Even the mighty royal sisters are powerless to stop us!" He crowed. "Thank you, Father!" "Yes, he does seem to think of everything, doesn't he?" Loveless nodded. "Now to really hammer the point home..." Solomon chuckled darkly. "Meaning?" Sterling asked tensely. "Meaning we should have a nice little rampage around the city." Solomon sneered. "We'll walk around and demolish everything in sight, just to show off how helpless they are to stop us! Show them what true power is!" "Seriously?" Sterling frowned. "First attacking the civillians, and now mindless destruction? That is a low, even for you!" "Usually, I'd agree with you." Solomon nodded. "But not in this case. Loveless, get this thing into gear!" "As you wish..." Loveless sighed. "Loveless, you can't honestly go along with this!" Sterling snarled. "Look, if it is what Father wishes, who am I to argue?" Loveless frowned. The spider began walking further into Canterlot. Some citizens fled, while other hid in basements and alleyways, hoping to avoid the destruction. "Fire all armaments!" Solomon cackled. "Let's light this town on fire!" More ordinance poured out of the spider, destroying everything in range. "Ha-hah, yes!" Solomon laughed wickedly. "Light it up!" "So light 'em up, up, up!" Ricochet sang, "Light 'em up, up up, light 'em up, up, up, I'm on fire!" He then chugged down another beer bottle and chuck it out. Sterling looked on with disgust, and Loveless with disapproval. Down below, Fletcher, Caboose and Elite were negotiating their way through the spider's inner workings. "If we can just find the power source for this monstrosity, we can take it down from within." Elite mused. "Easier said than done." Fletcher mused. "Sure it is." Caboose shrugged. "Talking's way easy. Trust me." As they rounded a corner, they walked right into Silas and Lunard. "What the- intruders!" Silas roared. "So much for the element of surprise." Fletcher gulped. "Boy, did you catch the wrong ride." Lunard smirked. "Guys, we have a problem! We have intruders!" Silas yelled into a speaker, his words transmitted to the control deck. "What?" Solomon snarled. "Sterling, since you're not doing anything, you can lend those two pals of yours a hoof." "I wouldn't call them 'pals' exactly..." Sterling muttered, as he headed down below. "So, you thought you could sneak in here and perform a little sabotage?" Silas spat, as he pulled out his cane, tipped with a sharp silver hook. "Not on our watch." "Like we're scared of a couple of lackies." Caboose sneered. "I'm no lacky!" Lunard snarled. "And I'm gonna show ya why!" "Caboose and I will keep these two busy." Elite told Fletcher. "You go and find a way to take this thing down." "Yes, sir." Fletcher nodded. Fletcher made to leave up the ladder... only to get shoved back to the ground by two strong hooves. "Gah! What the-" Fletcher glanced up, as none other than Sterling dropped down. "Sorry, but you're going nowhere." Sterling declared. "Nothing personal, but I can't let any of you stop this thing." "But we will." Fletcher stood back up. "Yeah." Caboose nodded. "Besides, three-on-three is pretty good odds." "You just keep thinking that." Lunard sneered, cracking his talons. "You'll be singing a different tune soon enough." "Enough talk." SIlas growled. "Let's deal with these interfering interlopers." "Give them everything you've got, boys!" Elite declared. The two trios locked in combat. Caboose took on Silas, Fletcher Sterling, and Elite Lunard. "Come on, you armored oaf!" Silas roared, swinging his cane. "I'll teach you not to cross the great Silas Necross!" "Really?" Caboose dodged the blow. "When's he getting here?" "Why, you..." Silas swung again. Caboose dodged the cane again... then caught the hoof holding it and twisted it. "Agh!" Silas screeched, as he dropped his cane. "Uncle! Uncle!" With some manuevering, Caboose grabbed Silas's head in a headlock, and with the hoof he grabbed, he began punching the owner of said hoof. "Why are you hitting yourself? Why are you hitting yourself? Why are you hitting yourself?" Caboose taunted. "Stop-ugh! This-ugh! Now-ugh!" Silas grunted indignantly. "It's been a while since I got to pound a pony." Lunard snarled, as he showed his talons. "And after this boring day, I'm gonna make this last..." "By all means." Elite smirked. Lunard pounced at Elite, who ducked down, and pushed him off. "Not bad, little horsie." Lunard sneered. "Let's see how long you can keep this up..." "Don't you worry, feathers." Elite smiled. "I know how to handle thugs like you..." At the same time, Fletcher and Sterling locked hooves. "i've heard of you." Fletcher growled. "Sterling Cross, terrorist, killer, and fugitive. Not to mention traitor to the Royal Guard. I'm going to bring you in this day." "In your dreams, pretty boy." Sterling sneered, breaking the lock and punching Fletcher. "You are strong." Fletcher admitted, nursing a bruise. "But you're clearly undisciplined. A lack of focus is many a warrior's failing point." "There's a freedom from cutting loose." Sterling declared. "Not that I'd expect an uptight stiff like you to understand." "Nor would I care to." Fletcher shook his head. "Well, you're gonna learn something today..." Sterling smirked, as he charged at Fletcher. "Bring it." Fletcher lunged forward. Up above, Solomon looked upon the destruction he had wrought, and savored it. "Quite a sight, isn't it?" Solomon smirked. "Oh, yeah." Ricochet grinned. "This was so worth the wait..." "Clearly, I'm in the minority here..." Loveless scowled. "You should be glad, Loveless." Solomon declared. "Your creation has more than lived up to my expectations." "Yeah, nice work, wheels." Ricochet nodded. "You should be proud!" "I don't feel very proud right now..." Loveless sighed. "You, there. Stop this!" "What?" Solomon glanced downward, seeing Jet Set and Upper Crust in the spider's path. "How dare you attack our home, you loathsome heathen!" Jet Set roared. "What kind of monster are you?" Upper Crust added. Solomon stared down at them, gritting his teeth in anger. "I'll bet you're some kind of miserable gutter trash, lashing out at us because we're better than you." Jet Set sneered. "That would truly be pathetic, wouldn't it?" Upper Crust added. Solomon turned to Loveless. "Lower the platform." He declared. "I'll deal with these two face-to-face." "As you wish." Loveless nodded. The spider's head lowered on its hydraulics to street level, and Solomon disembarked. As he walked over to Jet Set and Upper Crust, their expressions changed from anger and contempt to fear. "...Okay, I think we might have made a mistake..." Upper Crust murmured. Solomon approached them, an unsettling grin on his face. Despite their fear, Jet Set and Upper Crust miraculously stood their ground. "I must commend you for your bravery." Solomon smirked, "Or is it stupidity? To be so full of yourselves to a point that you still think yourself better than the stallion who has a giant weapon of mass destruction at his beck and call?" "Us, full of ourselves?" Jet Set snorted. "That's rich. You're the one so brazen as to insult us." "Do you know who we are?" Upper Crust said brazenly. "Oh, I know damn well who you both are." Solomon laughed darkly, "But you are right about one thing... I was once a homeless foal. I actually use to live in this Faust forsaken city..." "...Y-you did?" Jet Set raised a brow. "Oh yes... do you know what kind of living hell is it, being a street rat upon the wealthy?" Solomon asked. "To be ostracized and bullied to an extent of mild torture by the snot-nosed brats, fed by the silver spoons of their just as self-righteous parents? Well, it makes a poor colt want to kill himself. And you want to know the best part? The adults are even worse. They just sit back and allow a foal to suffer such torment, just because he was... different... because he had no... value... to his name. They never saw a poor boy... they just saw vermin, that needed to be stomped on constantly..." "Look, I can care less what your sob story is, but you cannot-" Jet Set was about to snarl, before his mouth was caught by Solomon's hoof. "...Why so serious, Jet Set?" Solomon sneered. "I am aware that you can care less... because you never cared at all. You nor anypony else in this Faust damn town... all they know is pure and unadulated cruelty. You would know all about that, wouldn't you?" "...W-what are you talking about?" Jet Set murmured, really confused. "Vengeance, Jet Set." Solomon glared. "Vengeance is what I am talking about. Through all the pain and suffering I endure, I have never wanted something more... it is by my will that every pony that has wronged me have forfeited their right to live... and you, Jet Set, are the one who forfeited his right first..." "Dear?" Upper Crust frowned. "... Do you know this filth?" "No!" Jet Set tried to pry his hoof from his face. "I have no idea what you are inferring, but I have done nothing to you!" "Quite the opposite, Jet Set..." Solomon brought his face closer to his. "You have done everything..." "Just... just leave us alone!" Jet Set roared. "You do not talk to me like that." Solomon scowled. With his free front hoof, he slammed his electrified hoof into his abdomen. "YAAAARRRGGHHH!!" Jet Set screeched. "No!" Upper Crust shrieked. "Stop this!" "If you only knew what he's done, you'd agree that he deserves this." Solomon said coldly. "All who have wronged me deserve to die!" "AGGGGHHHHH!" Jet Set screamed, as another jolt of lightning poured into him. "Hurts, doesn't it?!" Solomon sneered. "Don't you worry! It'll be over soon! I promise!" "Solomon!" Loveless called. "We need you back up here! Now!" Solomon paused, as he gave a small growl. Reluctantly, he threw Jet Set back, shutting off the voltage, leaving Jet Set shaking in agony. Upper Crust knelt down and cradled her husband, weeping loudly. "This is only a brief respite." Solomon spat. "By the end of the day, I swear you will all burn." Solomon climbed back onto the spider. "What?!" Solomon snarled at Loveless. "Solomon, I don't know what that was about..." Loveless glared, "But I don't care. That mustn't happen again." Solomon growled as he ignored Loveless and turned to the speaker. "Attention, all hooves!" He announced. "Double your efforts! I want this town to be a smouldering wreck by the end of the day!" Unwilling to incur Solomon's wrath, the workers hurried to reload. Meanwhile, back in the lower levels, the three-way clash was still ongoing. Lunard grabbed Elite in a headlock. "Gotcha now!" He snarled. "Guess again, my feathered foe." Elite declared. He popped out the blade on his artificial hoof, and stabbed it into Lunard's talon. "Ahh!" Lunard yelped, releasing Elite. Elite rammed the back of his head into Lunard's, then elbowed him in the stomach. As his opponent folded over, Elite grabbed him by the neck and flipped him onto the floor. At the same time, Caboose was toying with Silas. "Yahhh!" Silas charged Caboose. Caboose sidestepped his charge. "Ole!" He whooped. "Grrr!" Silas charged at him again. "Ole!" Caboose dodged again. "You filth!" Silas screamed again. Caboose then leaped into the air... somehow casually lounging for a bit, before landing, smoothly saying. "Ole..." "Don't you mock me!" Silas roared, as he fired a couple salvos of magic blasts. "We've gone way past mocking." Caboose dodged all of them, barely side-stepping each blast. "Now I'm just messin' with ya!" "Enough!" Silas charged again. "You're right." Caboose stuck out a hoof, tripping Silas, sending him headfirst into a metal beam. "The fun's all run out." "Ughhhh..." Silas collapsed to the floor. Fletcher, unable to utilise his bow skills in such tight quarters, found himself outmatched physically by Sterling, who possessed greater strength and experience. "Hi-ya!" He aimed a kick at Sterling. Sterling blocked the blow, and flipped Fletcher over. "You've got some nice moves, pretty boy." Sterling admitted. "But it won't be enough to stop me." "We'll see about that!" Fletcher sprang up and punched Sterling in the face. Sterling stumbled back, and stroked his bruised cheek. "Ugh... not bad." He smirked. "At least you can say you got a decent hit in..." "I'll be able to say a lot more than that!" Fletcher charged. Moving like lightning, Sterling dodged Fletcher's attack, and kicked him hard in the stomach. "Urgh!" Fletcher groaned. Sterling followed up with a two-hooved pound, slamming Fletcher onto the floor. "No, you won't." Sterling declared menacingly. "In fact, you won't be saying anything ever again..." "HEY!" Sterling glanced up, only to get rammed into a wall by Caboose. "You okay, pal?" He asked Fletcher as he offered a hoof. "Thanks to you." Fletcher smiled, letting Caboose help him up. "Oh, typical..." Sterling growled, shaking off the pain in his back, as he glared at the unconscious Silas. "As usual, Silas can't do anything right..." "You up for a little two on one?" Caboose jeered. "Go right on ahead..." Sterling scoffed, as he cricked his neck. "It's not gonna make a difference." "You'd be surprised." Fletcher declared. "I doubt it." Sterling smirked, as he charged at them. Fletcher and Caboose moved in perfect synch. They leapt to either side of Sterling, then Caboose kicked Sterling in the hip. As Sterling stumbled, Fletcher punched him in the face. "Ugh!" Sterling groaned. "You'll pay for that..." Caboose leapt at Sterling, who grabbed him and threw him at Fletcher, who managed to catch his Lieutenant. "Thanks for the save." Caboose smiled. "Now we're even." "Not really." Fletcher admitted. "I still owe you one." "Ugh, why don't you two lovebirds get a room?!" Sterling snarled. The fight continued. Despite his skill, Sterling was overwhelmed by Fletcher and Caboose's teamwork. When one dodged an attack, the other struck. Caboose fired a stream of magic from his horn. As Sterling dodged, he ran right into Fletcher, who gave him an uppercut, knocking him onto the floor. "Argh..." Sterling grimaced. "Had enough yet?" Caboose taunted. Sterling glared at the two, but he knew that he couldn't handle the both of them at once. And with Silas down, and Lunard occupied, it was best to cut his losses. "Actually... yes." Sterling made to run to the hatch. "Hey, get back here, you coward!" Fletcher snarled. Sterling stopped in his tracks. "What did you just call me?" He growled. "I called you a coward." Fletcher glared at him. Without warning, Sterling lashed out at Fletcher, breaking his nose with a single punch. "Ugh!" Fletcher stumbled backwards. "Fletcher!" Caboose gaped, surprised by Sterling's brutal attack. "Don't... ever... call me a COWARD!" Sterling roared, as he then dashed up the ladder to the control platform, slamming the hatch shut and locking it tight. "You okay, pal?" Caboose rushed to Fletcher's side. "I'll live." Fletcher mumbled, stemming the blood flow with his hoof. "...Where's Elite?" Lunard and Elite suddenly tumbled toward them. "I'm gonna break yer neck, pony scum." Lunard roared, his talons around Elite's throat. "I... think... not!" Elite kicked Lunard in the groin. "Ooh, right in the furballs." Caboose cringed. "Urrrh!" Lunard's grip weakened. "Didn't think I was above fighting dirty, did you?" Elite uppercutted Lunard, sending him slamming into the ceiling. As Lunard dropped, he kicked him into the wall. "No... fair..." Lunard groaned, as he fell into unconsciousness. "Very impressive, sir." Fletcher declared, still clutching his nose. "Oh, that was nothing." Elite chuckled. "You should have seen me in my prime..." "One of the scumbags ran off." Caboose pointed to the hatch. "Headed upstairs." "If we follow, we may be able to find the ones in charge, and stop them." Fletcher added. "It's worth a try." Elite nodded. The trio followed Sterling's path, and tried to open the hatch, but it wouldn't budge. Even Caboose crowbar didn't work. "If this ol' beauty won't do the job, nothing will." He frowned. "I suppose we've got to fall back to the original plan then." Fletcher declared. "Unfortunately, yes." Elite nodded. Up above, Sterling joined Solomon and Loveless, and Shade. Unbeknownst to any of them, Shade had been working on a knot of his ropes, gradually wearing it down, until it would inevitably snap, and result in his freedom. "Sterling, what are you doing up here?!" Solomon frowned. "You should be dealing with the intruders!" "Those intruders proved to be tougher than we thought." Sterling grimaced. "They already took out Silas, and Lunard is probably done for by now." "And you just left them?" Solomon glared. "What was I supposed to do?" Sterling asked. "I was outnumbered and overpowered. Staying would have ensured my own defeat, and you would not be aware of our intruders, who would have been through that hatch by now!" "Faust damn it, I don't need this right now!" Solomon growled. "Not when things were going so well!" "Look, we just have to remain focused." Loveless declared. "They can't hurt us as long as long as the runes stick." Sterling glances around. "Hey, where's Ricochet?" He asked. "Hmm?" Solomon raised a brow. "He's right." Loveless frowned. "Where is that buffoon?" Down below, the nobles were running for their lives. "We have to get out of here!" One yelped... before suddenly taking a crossbow bolt to the shoulder. "Ahh!" "Bullseye!" Ricochet suddenly appeared, carrying a pair of crossbows, and drinking several bottles of beer he had stolen. "That spider's not the only thing you snobs need to worrying about!" "RICOCHET!" Sterling screamed down, "WHAT ARE YOU DOING?!" "What do you think I'm doing? Shooting up the place!" Ricochet held up his twin crossbows, "While having a cold Sud Light!" He then guzzled another bottle. "Get your flank back up here!" Sterling snarled. "You're gonna get killed out there!" "Beyotch, please!" Ricochet scoffed, as he loads his crossbows. "I may be a radical crazy gunpony with twin crossbows, but I am a motherbucking assassin! This is what I do!" Ricochet fired off more crossbow bolts, bringing down more innocent bystanders. "Ricochet, this wasn't part of the plan!" Sterling admonished him. "What are ya talkin' about?" Ricochet snickered. "Destroying this snooze-ville and murdering every rich fat cat in it was always the plan!" "What?!" Sterling snarled. "What?!" Loveless gasped. "Ricochet!" Solomon snarled. "Oh... was that supposed to be a secret too?" Ricochet frowned... before shrugging. "Sorry, boss, my bad!" "...What is he talking about?!" Sterling rounded on Solomon. "Nothing, Ricochet is just being his idiotic self!" Solomon growled. "Is he?" Loveless challenged. "I believe we both deserve to know what exactly is going on here?! What is Project: Titanfall?!" "You already know what it is." Solomon declared shiftily. "I'm not sure I do anymore." Loveless frowned. "Well, I hardly think this is the time to explain..." Solomon said awkwardly. "The truth, Solomon. Now!" Sterling roared. "Alright!" Solomon slammed his hoof into the wall furiously... before calming down a bit, as he faced the two, "The truth is... while Project: Titanfall does have plans to do away with the Princesses, destroying them is only a blip in the grand scheme of things. It's main purpose is to do away with the ponies that are truly holding Equestria back... not the princesses... but nobility itself." "Nobility?" Loveless murmured. "Titanfall..." Sterling whispered, as he snarled. "He means the richest and most powerful ponies of Equestrian society. This attack... you are trying to exterminate the upper class!" "Now, you got it!" Solomon laughed in derision. "What? But why?!" Loveless stammered, "These fat cats are of no threat to us! To destroy them is unnecessary!" "Unnecessary? These rich ponies deserve to die!" Solomon snarled, "For centuries, these ponies had lorded their wealth and power over the less fortunate! They are morally corrupt, and incapable of the slightest equinity! They lie, cheat, and destroy lives, just to line their pockets and not lose the sense of superiority they believe they deserve!" "That cannot be so!" Loveless argued, "There are many rich ponies that are nothing like that! Hell, we have one among our numbers, remember?!" "One mere exception!" Solomon roared, "And it doesn't matter. Sooner or later, they all end up the same. Corrupt, cruel monsters who are untouchable by the 'law' and treats us urchins like crap! I am doing the world a great service!" "Great service? You are about to murder an entire town full of ponies!" Sterling glared. "Indeed. There is no way in Tartarus that Father would had ever endorse this..." Loveless muttered. "He didn't." Solomon revealed. The cockpit went silent, except for the sounds of ponies screaming and cannons firing. "...What?" Loveless gaped. "What do you mean Father didn't?" Sterling demanded, "How could he allow this Project to go through if he didn't approve of it?!" "Because Father hadn't been talking to me in months!" Solomon snapped, as he grasp the bridge of his snout, "...When I told him of Project: Titanfall... he refused me. Me, his most loyal and dutiful second-in-command. He didn't even give me a reason why... Ever since then, every time I go to see him... he just refused to speak to me... or anypony for that matter." "Wait, if you haven't talked to him in months, then on whose orders have we been acting on for all this time?" Sterling snarled. "...Mine." Solomon pointed to himself. "Yours?" Loveless gasped, "Solomon... you didn't..." "You've been going behind Father's back all these months?!" Sterling snarled. "...I don't understand, why would you do that?!" "...You don't understand..." Solomon growled. "When I first joined the Forefathers, when Father came to me that fateful night, he promised me eternal vengeance! Vengeance upon all those who had wronged me! Vengeance was all that kept me going all these years! It is all I can think about, day in and day out! I created the Fifty Thieves just so they could help me achieve it... but surely, you know how THAT went!" 'Oh, I sure know how it went...' Shade thought, as he continued working on his knots. "For fifteen years, I waited, suffering in silence, wasting my time with the lot of you, while all those nobles went unpunished for what they did to me! And when Father denied my project... I had had it! All these years, I had risen to his second-in-command, and lead this organization, and he had the gall to deny me?!" "Well, he is our leader." Loveless pointed out. "He must have had a good reason for it." "Changeling dung!" Solomon spat. "That senile old fool just can't recognise a good thing when he sees it!" "So that's the real reason you didn't want me talking to Father." Sterling realized with a growl. "Because he'd know you were working behind his back." "That's right..." Solomon admitted. "And honestly, we don't need him! All he has done for this organization is hide in his room, while us real stallions are off shaping Equestria in our image! I had done my waiting! I had worked for this moment all my life, and now, with the Forefathers under my control, I will finally have eternal vengeance! That is what I strive for!" "...You Faust damn psychopath!" Sterling roared. "Sterling!" Loveless gaped. "You have killed, used and betrayed ponies for years, and for what?!" Sterling demanded. "To satisfy some twisted vendetta?! You swore to serve the Forefathers just as I did, but you used their resources and followers for your twisted ends! You perverted our very reason for being! I always knew you were low, but I didn't think you were that low!" "I am doing what the Forefathers set out to do." Solomon snarled. "We are making Equestria a better place! A place where all can be happy!" "A better place?!" Sterling snapped, "I thought we were idealists and visionaries, not cold-blooded killers!" "Then you're an idiot." Solomon spat. "Equestria can never be 'better'. It will always be a place of strife and unhappiness. A place where you have to put aside foolish morals to get ahead. In the real word, it's kill, or be killed!" "Only a warped mind would think like that." Sterling growled. "You just don't get it... did you know what it was like back then for me? To be hated for something you had no control over, to have ponies wrong you so much, and just... make you into a hollow... well, do you?" Solomon asked. "Not exactly." Sterling admitted. "But that's no excuse for doing all this." "Says the pony who murdered so many others, lied to them... and even betrayed the only ones who could ever love you..." Solomon retorted. Sterling felt his glare hardening "Like Echo and Sunset, for example." Solomon sneered. "Ever since you met those two, you've been falling farther and farther from the stallion you once were. The Sterling I knew was a cold-blooded killer who didn't give a damn who got in his way of his goals... but now... you're just a sham. A pathetic shell of what could had been a great stallion." "Funny, I see it as the other way around." Sterling retorted. "The old me was the pathetic shell, just like you. At least I finally saw the truth about myself." "You think you'rere so smart, don't you?" Solomon spat, lightning sparking through his body. "That you are somehow better than me? Than Loveless? Than 'Father' himself? "It doesn't matter what I think." Sterling retorted. "What I know is that I will play the Forefathers' 'games' no more." Sterling turned away. "Sterling..." Loveless murmured. "Sterling, where are you going?" "I'm done, Loveless." Sterling growled. "I've made so many mistakes over the years, caused so much pain and suffering. I had morals at first, but they grew less and less important as time went by... I thought by coming back to the Forefathers, I might actually be able to do some good, make up for my mistakes. But let's face it, all I did was set myself up for disappointment. Just one more mistake. But I won't be making any more today, least of all taking part in a city-wide genocide..." Sterling started to walk away. "You're not going anywhere!" Sterling turned back, as Solomon held up his hoof, crackling viciously with lightning. "I am leaving, Solomon." Sterling glared, "And you are not stopping me..." "Do you think I'm just gonna let you leave, just like that?" Solomon chuckled insanely. "No pony can simply leave the Forefathers, let alone a Ouroboros. You just know too much." "Hmph, so you're gonna kill me?" Sterling frowned. "Why am I not surprised?" "...To be honest, I gonna kill you once Titanfall has come to a conclusion." Solomon admitted. "I never liked you, Sterling. Unlike all the others, you had this thing about you, this... 'look'... that just disgusted me. Tick me off. But I cast that aside, because you were capable of great things... but like Shade before you, I was wrong." "Guess you were." Sterling admitted. "Still, if I hadn't met Echo and Sunset, maybe I wouldn't have had a chance to reawaken my equinity, and see things a little more clearly." "Sterling..." Loveless murmured. "...Just who are you fooling Sterling? You don't have a shred of equinity left in you..." Solomon sneered, "You are what we made you to be. A soldier who follows orders. But you haven't been doing that, have you? And it's because of them... Echo and Sunset" Sterling's glare hardened. "What? You think I would forget about Project: Maelstrom?" Solomon smiled sickly, before scowling. "Or how you tripped right at the finish line? You were to create the perfect Maelstrom so we would have an army, yet instead, you bought into your own con. Thinking that your feelings about those two were actually real." "Because they are." Sterling declared. "I hated lying to them, using them... and I hated you everyday for making me try to kill Echo that day..." "I didn't make you do anything." Solomon said smugly. "That's the thing about you, you are so broken that you would believe anything that was laid before you. You only obeyed my orders, because you needed to. Because at the end of the day, you wanted somepony to tell you what to do. You wanted a cause to believe in, a mission to follow, because it sure beat taking charge of your own life." Sterling was shaken by Solomon's words, recognising the truth in him. But he recovered in seconds. "Well, not any more." He snarled, turning to leave again. "Where will you go?" Solomon asked. "All of Equestria probably knows who you are by now. You're a traitor to Equestria, and a fugitive. You will be hunted by both the Forefathers and the authority... and you have no family or friends to turn to... you made sure of that, didn't you?" Sterling clutched his hooves tightly, trying to block out Solomon's harsh words. "Do you think Echo and Sunset will ever forgive you for what you did to them?" Solomon sneered. "They've probably forgotten about you, made you no more than a bad memory..." "Solomon, stop this..." Loveless growled. "Not that anypony would want to remember a two-faced, back-stabbing, self-absorbed, smug punk like you, anyway." Solomon snorted. Sterling grit his teeth, angered by Solomon's words. "Solomon, that's enough.' Loveless repeated, growing angrier. "But that actually works out great for them. Because let's face it, your track record with ponies who care about you isn't exactly stellar." Solomon smirked wickedly. "Just ask-" "I SAID THAT'S ENOUGH!" Loveless roared. *BOOM!* The mechanical spider shuddered, rocked by a powerful force. "What the...?" Solomon growled. "Dammit, we are under attack!" Loveless pointed. Down below, the Royal Guard had gathered. Several of them were firing cannons at the spider. The Unicorn members were firing their magic bolts. The runes, while effective against most forms of magic, did little to compact the blows of the cannon blasts. It was enough to stutter the spider's movement, causing it to shake violently. "Insolent vermin..." Solomon snarled. Suddenly, the Wonderbolts flew in overhead, having been called in by the Royal Guard. "Okay, you guys, you know the drill!" Spitfire, being the one to lead a formation of them, yelled, "Hit 'em fast and hit 'em hard!" "Like we'd do any other way!" Rapidfire smirked. "Let's squash this spider!" Fleetfoot declared. Some of the Wonderbolts were pulling stormclouds, which then other Wonderbolts began stomping and kicking, as they discharged lighting, striking the spider's body. "Gahh!" Loveless yelped, covering his eyes as the lightning repelled from the paling the runes had generated for the machine. "All cannons, take aim at the Wonderbolts!" Solomon ordered. "We won't let those showoffs stop us now!" The spider's weapons fired upon the Wonderbolts, though the greatest fliers in Equestria were quick enough to evade them. "Keep firing!" Solomon yelled. "Blast them out of the skies!" He then turned to face Sterling. "As for you, Ster-" However, Sterling was nowhere to be found. "Sterling?" Solomon glanced around, "Sterling?! BUCK!" "What?!" Loveless turned around again, and was just as shocked to find Sterling gone. "Sterling! Where did he go?!" "That motherbucker must have jumped ship when the spider starting shaking!" Solomon snarled, "That cowardly, treacherous, worm-faced excuse for an Ouroboros! RAAAAARRRRGGH!" He screamed in frustration. Down on the streets of Canterlot, Sterling was running for the outskirts, practically unnoticed by the panicking citizens. At one moment, he looked back. "Sorry, Loveless." He sighed. "I hate to leave you there, but I can't be a part of this any more..." Sterling continued running, determined to get as far away from that mess as possible. Back on the spider, Solomon had finished his angry tirade, trying to regain his composure. "We will just have to deal with the deserter later." Solomon grunted, "Now, we've got a town to destroy!" "We can't!" Loveless yelled, "I refuse to continue onward without Sterling! They'll kill him!" "Oh, better them than me!" Solomon spat. "Sterling made his choice, so forget about him and focus on the mission!" "Our mission might be a lost cause!" Loveless protested, as the spider was struck by another bolt of lightning. "The Iron Arachnid wasn't built to withstand constant electrical barrages! There's no telling how much more my creation can take!" He then made to leave. "We must fall back!" "Oh no, we don't!" Solomon snarled, gripping Loveless by his chest. "We're going to keep going! You're going to keep going, or I'll kill you myself!" "My Faust, you have lost your mind!" Loveless growled. "How far are you going to go just to sate your lust for vengeance?! How many ponies' lives will be taken before you are satisfied?" "Not enough! Not yet!" Solomon growled. "Now get your flank back into gear or so help me FAUST!" "...If I must." Loveless angrily agreed, knowing he could not reason with him at this point. "Good." Solomon nodded. He spoke into the speaker. "Intensify all firepower! Let nothing stop us!" In response, the workers loaded more ordinace, and continued the assault. While the Wonderbolts and Pegasus Guards had more room to move, the land-based Guards did not, and were forced to continually scatter, and move to a better vantage point (but not without incurring casulaties along the way). "That's it, run!" Solomon crowed. "That's what you get for challenging me." "Challenging us..." Loveless quietly corrected him. "Ricochet!" Solomon roared over a communicator. "You are free to have some fun, but remember what you're really supposed to be doing down there!" "How could I forget?" Ricochet smirked, as he fired another bolt with his free hoof, nailing a fleeing noble. "That's the part I'm really looking forward to..." "Excellent." Solomon smirked. "You do your part, and we'll do ours." "So now there's a 'we'..." Loveless snorted. "Stop wasting time!" Solomon roared. "Keep this thing moving! We're a big enough target as it is without standing still!" "Y-yes, right away." Loveless nodded, enagaging the controls. As they focused on the battle, Shade continued wearing down his ropes. 'Come on, come...' He thought. Seconds later, the ropes finally gave way. "Yes..." He said quietly, as he pulled his hooves free. "Adios, buckers..." His wings still numb from their tight bindings, Shade sneaked away on hoof, gently opening the hatch and descending into the lower levels. "I trust you're enjoying the show, Shade?" Solomon declared. "Sorry if it seems like I forgot you. I've been a little busy, in case you haven't-" As Solomon turned to look at where Shade was, all he saw were the empty ropes. He did not take it well. "OH BUCK, BUCK, BUCK!" He screamed. "Can't anything go right today?!" "What is it?" Loveless asked. "Shade managed to escape!" Solomon yelled. "He's in the lower levels!" "We should alert the workers!" Loveless suggested. "The last thing we need is somepony crawling through my creation!" "No..." Solomon seethed. "Solomon?" Loveless didn't like the look on the lightning-wielding unicorn's face. "Keep up the fight." Solomon began walking menacingly into the machine, "I'll go after Shade myself. I'm going to finish what I started fifteen years ago, and I won't stop 'till Shade's heart stops beating..." With that, Solomon raced into the heart of the mechanical behemoth, his hooves coiled in lightning, eyes filled with hate, determined to finish Shade once and for all...