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What are THEY doing here!

" I really feel uncomfortable having a former villain working with us Max." The human rubbed the back of his head sheepishly as he was with Twilight, Spike, Trixie, and the younger, adorable yet former queen Chrysalis who were now in a large city known as Dexlon. Trixie happened to mention it when they all came together. Luckily it was a place in Equestria where there wasn't any monster activity.

" Look. I may not know her true history between you girls and guy. But, come on how long ago was that? Sometimes you need to keep past behind you." Max told them as he petted Chrysalis on her head which annoyed her.

" Plus, she even told me all her known abilities and demonstrated against a behemoth," Max told them. " Magic. Not as powerful as Twilight's but it's not like any other magic. She can poison anything. Well except some multi-race goons who happen to also believe in Nightmare Moon's cause." Twilight just waved her hand like she didn't care about the facts of this young changeling and still considered it a bad idea to have her here.

" Max, let's face a fact that you need to learn about Changelings," Twilight began as a crazed grin and look in her eye was made to bring in the mood. " She feeds off the love of others in anyway possible and there is no limit to that lust desire!" She explained. The look on her face made Max take a step back although he was already far enough.

" Well, maybe it drives her because," He walked over to Twilight and whispered the rest in her ear: "her parents never hugged her." The purple unicorn never thought of it like that, but she still had her eyes on the young former queen.

" Well for once, we can get a break from fighting and have some R&R while we can." Trixie said in relief. This made Max get a bit surprised when the "great and powerful" needed rest. But he didn't bother her with it and instead looked around the big and beautiful city, Dexlon.

" Well, no use standing here. I might find a crystal before you." Trixie said, walking away from the group. This made Max groan as he followed after her. seeing him leave made Chrysalis sigh in relief until she noticed glares from Twilight and Spike which made her even more speechless since having a long walk with Max. However for once she spoke again.

" Aren't you two gonna make out while you have time? Don't worry I won't watch." She turned around facing away from the glares that turned into blushes. Twilight completely lost her temper from the little rascal and was about to levitate her till Chrysalis added something else.

" Also if you try to levitate me I'll break off your horn and levitate it up your flank and plot." She threatened.

Plot and flank are two different things in this. All girls have plots for example

Twilight placed her hands on her hips and turned to Spike...to find out he was gone. She screamed out in the sky. Now she had to look after the young Chrysalis now who was now looking at her with a less mocking look on her face. Better yet she looked adorable like she was when she first saw her with Max. She was now guess the changeling standing in front of her was a body with both a demon and a angel sharing it at once. She began to ponder if that was even possible, but her thoughts were interrupted when Chrysalis tugged onto her robe.

" Come on! I wanna see some sights in this city." She whined. Twilight looked at her and smiled. She'll give her a chance for now and with that decision she walked with her around the city.

Max,Trixie, and Spike

Max was falling behind Trixie as Spike was now running to catch up with them. Trixie noticed this which made her have a cocky grin.

" Aw, am I already having some admirers to come follow me around?" She asked with a boastful tone in her voice. Max was panting when he finally was up to her.

" Are you kidding? I only followed you because I don't want you going a Ursa Minor and getting yourself killed." He meant for that to be a warning, but Trixie took it as an insult and cursed Twilight for telling him her failed attempt at facing a one. She sneered at him till she noticed Spike panting as well beside Max. She ignored him and was began to yell at Max to never tell her about the Ursa Minor incident again. Along with that was her telling him what happened thinking he already knew already. Apparently Max snickered and laughed at her after telling her story.

" What? It's old! How is it still funny?" She asked with in a loud tone. Spike walked up next to her.

" Uh, Trix. He wasn't here at the time so you basically humiliated yourself...again." Spike told her. Trixe's eye twitched as she placed a sheepish smile on her face in embarrassment. Finally she screamed out in the sky: "DAMN IT!!!" It turned out to the worst mistake in her life as the screamed echoed till suddenly a roar was heard.

" Aw come on! What now? This place isn't even monster infested." Max groaned. Luckily nothing seemed to come out of the ordinary which made them all sigh in relief. Max glared at the "great and powerful" mage who chuckled nervously now.

" Lucky for you I'm not the merciless type to kill where someone stands, Trixie." Max told her. Spike tapped his shoulder which brought his attention to a familiar Equestrian and apparently the only one out of all that would put even Max or Spike in different clothing. You guess it, it was Rarity. The sight automatically made Spike somehow fly towards her with a lovestruck look on his face. She looked exhausted yet beautiful no matter how you look at it.

She wore purple coat, white gloves around her hands and and black pants. Max looked at Spike blankly as he was now in front of his crush who walked past him like he wasn't even there which made him hiss.

" Ouch. That was harsh." He thought. However Rarity greeted him first when she walked past which made Max sigh in relief that Spike's heart didn't break...it exploded. Spike regained his composure and ran back next to the human boy.

" Rarity. It's been years." Max said, not very enthusiastic. She took notice of that grabbed his cheek and began to pull which made him wince and grab her hand. " GAH!" He yelped.

" Oh, it's been long indeed Max. I haven't seen you since you were only at my hip. Opal missed you as well." She said, finally letting go of him. Max felt flattered that the Rarity's annoying cat actually missed him which made him remember that he did take great care of her one time. But still, he found Opal kind of a stubborn cat at times.

" I uh, feel...honored?" He answered with a questionable tone. Rarity noticed Trixie which made her scoff and place her hands on her hips. Trixie did the same as they both glared daggers at each other. Max was about to ask why they hated each other till Spike answered before it came out.

" Trixie turned Rarity's hair green. You image and tell me that looks wrong on her." He whispered. Max imaged and almost felt like throwing up since Green+Rarity don't mix in the slightest. After a while of awkward silence Max decided to break it up.

" Look girls. I'm sure you've all had grudges back in the day, but come on. We don't take things seriously and Nightmare Moon already wins." He tried to play peacekeeper since he was dealing with a boastful mage and a dress designer in this break up. However his attempt fail as a devious smirks came across their faces which triggered another hopeless fight. All he did now was walk back to Spike who was at a distance and watched. Suddenly Max felt like he needed to really see this, he didn't know Rarity's abilities so this could be a perfect time.

Test of the L'cie

Trixie got her hands ready for a spell as Rarity held out a silver gem which suddenly turned into a crystal sword.

" I don't want to get my hands dirty in this one. Back me up." Rarity threw down several more gems into the ground and in a few seconds came crystal beings the shape of her. " Go." She commanded. The crystal beings charged at Trixie at once overwhelming her, but still kept calm and fired a fiery orb in between the allies causing a fiery pillar to erupt around them. Trixie chuckled at how easy the gems were until noticing a blue light inside of it being transferred into Rarity.

" What is she doing?" That's the thought that everyone had when seeing this.

" Here. Have some more." Rarity taunted as she summoned more crystal beings to attack. This time Trixie decided to avoid attacking them and went for Rarity head on. She ran through the crystals as a fireball was ready in her hand. She inches away for a point blank hit until suddenly some invisible force pushed her back. After this, the crystal beings became blue orbs and went inside of Rarity. Right after this Rarity's blade turned brightly purple and fiery as she was now grinning at the boastful mage.

" Time to end this. This'll sting." Rarity said. She ran towards Trixie and swung her blade up creating another invisible push sending the white haired mage up in the air without Rarity bringing contact to her. After this the dress designer threw her sword up which turned into an orb and exploded onto Trixie on contact. The mage was send crashing down from the heavy explosion and was already nearing defeat from that. Spike and Max's eyes widened that and yet snickered that Trixie lost to Rarity before the fight even felt like it started.

Rarity smiled and looked at Max and pointed at him.

" Now that she's learned her lesson I wonder what the outcome would be if we were to fight. Come now darling don't be shy." She said sweetly. Max had cocky grin on his face as he happily accepted although this was gonna be his last fight till he actually goes to fated one. He held his hands out as his sword of fire and lightning appeared in his hands.

" All I can say is beware since me and Twilight do share an element which grants me magic like her. Not to mention I wield two blades." He warned. Rarity chuckled and looked at him sweetly.

" Then I guess. I might need to play a little harder then."


Rarity summoned more crystal beings and ordered them to attack him. Max however stopped them with a rush of lightning bolts making them shatter. He expected them to turn into orbs but that never happened which made him look very confused.

" Shouldn't you be a little stronger by now?" He asked. Rarity only laughed and clapped her hands for him. This made him now look at her with a quizzical look on his face.

" Darling I can only adsorb them if they're alive for a certain amount of time. Did you see that the second time I summoned them?" She told him. Trixie stepped in to question her instead.

" But I killed them with that fire pillar!" She whined. Rarity shook her hand and didn't even bother turning to her.

" Elementary dear. You can't burn gems no matter how hard you try. Use your head." She told her. Trixie laid back and groaned not saying anymore words. Rarity giggled until seeing that Max had both of his blades crossing her throat which had her at the mercy already. This made Max look at her with wide smile.

" Always keep your guard up." He teased. The dress designer jumped back and folded her arms while glaring at him.

" Ruffian." She spat.

" Hey, who said there were rules?" Max countered. He noticed Rarity was now looking serious at him just by how she was grinning at him.

" Guess it's time I use my other half then. Be careful though. I'd advise you to have a trump card up your sleeve darling." With that said, when Rarity blinked her right eye had turned from it's beautiful azure color into an intimidating red, but not with a glow like Meroshia's.

Spike gasped at seeing this which made him even look intimidated at his crush now. Max only shrugged off of the change of appearance and got ready. However before they could continue there everyone began to hear gunfire and explosions from a distances.

" Wait, gunfire? No way are humans actual here?" Max said aloud. He actually disagreed since he remembered he was brought here by a portal and that was that. No way in the human world they could of reopened it and if so, who?

" Why would humans actually attack Equestria you say their nice people." Trixie asked as she walked up beside him.

" Guess we better find out." Max groaned as he followed the sound along with the others behind him. They all noticed the gunshots were getting louder which meant they were getting closer. When Max got ready to turn a corner he suddenly noticed an army of his kind attacking innocent Equestrians which made him turn back and hide behind a building which made his friends get the idea and follow.

" What's worse I think their attacking us, mostly your kind." Max explained to them. Rarity gasped while Trixie growled.

" What did we ever do to them! Your the only human in this world, no harm to that right?" Trixie asked. Max looked at them sheepishly which made them knew he forgot to tell them something that might even be important.

" Let's just say there can be some friends of us humans that may have came here if there really is an army here. Anyway, if they see me they shouldn't attack which probably could be a huge advantage for us. First let's just see how many there are." Max told them. He peeked from the corner of the building and was shocked to see that there may be only a few soldiers, but they had mechs for their support. There were three mechs as there were seven soldiers which was a problem enough. He looked away and sighed at how difficult this could be.

" Alright, this may be a headache. They came here heavy. All I can say is that I need to a diversion while you try to take them out." Max told them. He moved away from his hiding spot while Spike was next to see what he was talking about. The sight of the mechs seemed to frighten him from their size.

" Wow, how do humans get upgraded so fast. I doubt your magic could scratch that." Spike said. Rarity and Trixie saw the mechs and looked the same, but Trixie told them that it was worth a try at least.

" Who knows, Max could know how to destroy it." She told them.

" Yeah, let's take care of the normals and worry about the giants later okay darling?" Rarity suggested as she began to hold out two gems in her hand while walking to the other side of the building to get a better look at where they'd be fighting. SHe saw the seven soldiers surrounding a fountain with a statue in the middle of it. Max was approaching them.

" Might as well reveal myself, I'm sure even humans wouldn't dare attack someone as beautiful as me." Rarity thought as she threw down her gems creating more crystal being who emerged and hide while Rarity took off towards Max.

Meanwhile with Max the soldiers noticed him and what he expected to happen, happened. They had a bit of confusion of how a boy like him made it into a portal they managed to spawn. From explaining the portal Max already knew he had keep them alive while killing the mechs. Suddenly, he heard on the soldiers yell out an Equestrian which caught Max's attention, Rarity.

" Darn it why the hell is she out her spot!" Max growled. His swords appeared in his hands and swung them both at soldiers making lightning bolts scare them and postpone their attempt to shoot Rarity. He suddenly remembered the mechs though as one aimed and fired a rocket at Rarity without her noticing.

But the rocket exploded before hitting her which caused a bit of confusion to everyone. Next was green fireballs hitting the mechs with little damage, it was Spike charging in on the mech. Once he got close he grabbed onto it's leg and somehow even to Max's surprise he was able to yank it off making it lose balance.

" Were under attack!" One of soldiers yelled.

" Uh oh." Max thought as he noticed more soldiers coming their way. He turned to see one aim his assault rifle at him. Before he could Max fired a white and black orb at him from his hand. The orb exploded onto contact sending him in the air and Max already knew from that he was unconscious. He saw the extra soldiers coming their way before he noticed Trixie with water surrounding her hands.

A ball of water shot from her hands landing in the middle of the soldiers. The water orb exploded on impact leaving a small tornado of water to form and fall into droplets.

Soundtack: Blinded by light

" Max, you don't mind if I use your species as practice right?" Trixie asked mockingly. Max looked at the boastful mage and sighed.

" Fine, just don't use fire magic. Surely your still great and powerful, right Trix?" Max replied with a mocking grin on his face. Trixie only scoffed as she began to walk towards him.

" Please, Trixie always has tricks up her sleeves to defeat anyone." She boasted. She turned to see a surviving soldier which made the water surrounding her turn to electricity.

" This is for attacking Trixie's world." She said as a heavy lightning bolt struck onto him even sending him flying. After that attack the ground began to shake to everyone's surprise. Max stood his ground while Trixie somehow lost her balance and fell on her butt.

" What the heck is going on?" Spike asked as he began to lift the broken mech's leg like a light weapon over his shoulder. Before anyone knew it from a distance that they were in a long dragon emerged which began to crumble the ground everyone was standing on. Everyone felt uneasy as they all suddenly began began to levitate till everyone was standing sideways on different buildings. Max didn't argue as he quickly began to run up to the roof to get a better look at the water dragon. It didn't seem to be doing any serious damage till noticing mechs flying towards it and attacking it with no success.

" How do we take THAT down? Who even made it?" He thought. His thoughts were interrupted when he felt someone touch his shoulders which scared him and would of easily made him jump out his own skin.

" Seems we've all have our hands full. First I've got ten bullet holes in my cloak thanks to these guys and now a giant Dragoon appears. It sucks to be good doesn't it?" The voice came from Meroshia who had a wide grin across her face while looking at the Dragoon itself. Max pushed her off of him and pointed his sword at her which only made her fold her arms in response.

" Come on, can't I have a little fun while were in danger?" She asked. Max let his sword down as he noticed Trixie and Spike on another building together and Rarity by herself.

" Fine, I guess you weren't the happy Element you were thought to be,"Meroshia began to walk away from him, but paused for a moment as she looked at the Dragoon again.

" If I were any of you I would just get out of here. Your too close to a Citadel in this area and if they get the wrong idea," Meroshia paused as she realized Max and the others were gone. " Wow, screw me they say." She muttered as she vanished into a black smoke.



Meanwhile, while Max had ignored and left Meroshia. Him and the others were now off the buildings safely and continued onward to the situation. Luckily no more soldiers were in the way for the moment since they were too busy facing the Dragoon head on. Spike only thought of this as buying time for them while Max was thinking a little naive that they were redeeming themselves already for attacking a species they knew nothing of. Either way it helped them. What they never noticed was that the Dragoon spawned monsters from itself and to the surface. Unfortunately, they were that target for it. In their way now was two giraffes one represented water as the other represented fire. Everyone immediately got ready for another fight,

" I was waiting for another challenge to show." Trixie said.


At the same time the giraffes bowed their heads down which summoned a blast wave of their element towards everyone. Trixie was about to create a barrier until Spike moved in front with his cheeks puffed and spewed green flames which extinguished the water wave and out came the fire easily. His flames proceeded and began to burn out the water giraffe first, but suddenly the fire giraffe came and rammed into him which forced Spike in the air and land on it's back. Everyone hissed for a moment at seeing him sitting on fire itself.

" He's lucky he's a dragon." Rarity told them. Max decided to step in as he ran at the fire giraffe with his blades now surrounded by water thanks to his own magic. He swung him swords at the same time creating a tornado of water himself while Spike jumped off at the last second while the giraffe suffered it's opposite.

" Hmm, show us your work." Rarity said as she stuck a gen into the ground which emerged from below and began to entomb the entire fire giraffe inside. Rarity chuckled as she shook her head.

" Hardly a challenge." She ranted as the gem shattered along with the giraffe. Max was about to go for the fire giraffe now, but noticed that it suddenly began to dissipate into water particles till it was nothing.

" Well that was easy." Trixie scoffed. Trixie never noticed a red dot was aimed at her neck as she was too busy looking around for any other monsters.

Coming from another building was a grown human male laying on his stomach while looking through the scope of his sniper rifle which aimed towards Trixie. The man sighed as he had his finger on the trigger ready to end the magician's life.

" Targets a targets." He told himself. He felt someone tap his shoulder which made him postpone his shot. He looked over his shoulder only to roll out the way of a sword that would of impaled him through his head. The human jumped to his feet and looked at his enemy. It was a cyan colored Equestria wearing a brown cloak, his eyes were green that glared daggers at the human. His short silver hair covered his eyes as he pointed his sword at the man.

" Why are your people here and how did you get here?" The Equestrian male asked grimly. Silence was between them for a moment till the grown man sighed took his helmet off. He had short blonde hair that slightly covered the left side his face and sky blue eyes. His out fit was a black trench coat, gloves, brown trousers, and boots.

" I wonder what gives me a reason to tell you. I'll give you a little warning about me. Baron Helmut, strongest known soldier in my world. I'd suggest you back off before getting an electric shot in your head." The solder threatened.

" Really? Guess I better warn you myself as well. Leo, defender of our goddesses, Celestia and Luna." The Equestrian warned. He held his sword at the ready. It's blade was brightly silver as the hilt was surrounded by a complex guard. Baron merely grinned as he made a swift motion of aiming his sniper with one arm and fired a bullet at Leo. Leo moved his body to evade and ran towards Baron with swing of his blade. The human jumped off the building with his sniper now on his back and now held a grappling hook in his hand.

" You made me miss my target and I'm not well equipped to take you on...yet." Baron said as he escaped from the battle.

Leo grunted, but decided to leave him alone. Bigger things were at hand, like the water dragon's sudden appearance. He took another minute to look around before deciding to take off into a bright light.

Author's Note:

Leo happens to be one of my best and most powerful OCs I've made so far besides Meroshia.

On another note, MAN I'M WRITING SOOOO SLOW!!!

I've gotta step up, though it I understand writing takes time and patients.