• Published 2nd Dec 2013
  • 22,632 Views, 1,660 Comments

I Against I, Me Against You - Flynt Coal



Twilight is teleported to Blood Gulch Canyon after meddling with a ship that crash landed in Equestria. She must enlist the help of the local red and blue soldiers to get home while unraveling a dark conspiracy linking her world to a shadowy agency.

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Act 2 Final Part - Broken Toy

The low, rumbling horn of the Elephant echoed across the desert sands as Behemoth rolled steadily forward. Church stood behind the controls of the driver’s cabin, and let out a groan as his pink co-pilot pushed the button to sound the horn for what was the tenth time that minute.

“Okay, that’s it! Pinkie, you’ve used up your cabin privileges for the rest of the of the trip!” Church said, pushing the pink pony off of the control panel.

Pinkie frowned. “Aw… Can’t I…?

“No.”

Pinkie hopped up and put a hoof around Church’s shoulder. “C’mon big guy!”

“No.”

“Buddy!”

“No.”

“Pal!”

“No.”

“Amigo!”

“No!”

“Compadre!”

No! Get the fuck away from me!”

Down but not out, Pinkie trotted away to plan her next assault on Church’s cold exterior. Church was able to enjoy relative peace and quiet for a while as the Elephant slowly crawled forward. It seemed that all good things weren’t meant to last though, as Church heard footsteps behind him.

“Hey Church!” Tucker greeted in his eternally casual tone.

“Hey man, what’s up?”

“Oh, not much. Just trying to pass the time,” Tucker replied, leaning casually against the side of the cabin. “So uh, we’ve been traveling in this thing for a couple of hours now. How much farther do you think we have to go?”

Church shrugged. “I don’t know, I’ll tell you once we’ve actually left the ruins!”

Tucker glanced out the back of the Elephant. The sand-beaten temples were right beside them within walking distance. “Okay, I’ll admit it: Maybe trying to leave in a vehicle that moves slower than we can walk wasn’t a great idea.”

“Yep,” Church deadpanned, stopping the Elephant and stepping away from its controls. If there was one thing Church missed about hanging out with Tucker, it was rubbing it in his face when he was wrong. “Excellent plan, Sergeant. I can see why they picked you for the job!”

Church pushed past Tucker and stepped out onto the upper deck of the Elephant. The rest of the group was on the lower level. Donut was sitting against the wall on the side. Rarity leaned on him as she vented about recent events while Donut listened dutifully. Caboose sat opposite to them, drawing something with crayons. Pinkie Pie sat down beside him and joined in, turning Caboose’s art project into a collaboration. Somewhere directly below him, Church could hear Applejack and Rainbow Dash chatting amicably, each trying to one-up the other with tales of their respective adventures over the past few days.

Looking out across the vast expanse of sand, Church could see several figures at the other end of the ruins. The remaining Sangheili had elected to stay at the temples to see if they could find anything else worth salvaging. Although CT had killed their leader, the others seemed to be finding a new one in the form of Joey, one of Tucker’s allies from the original excavation team.

According to Tucker, Joey had told the other Sangheili highly embellished tales of his exploits, taking advantage of the fact that he was the only survivor of the first group of Elites. Tucker said it would work up until the other Elites saw him in action for themselves. Personally, Church was glad that they were leaving the “Caboose of aliens” behind; the human one was enough of a handful already. And now that he was reunited with that pink pony...

Tucker approached Church, not quite ready to let their latest argument drop. “Y’know, my idea may have been shitty, but at least I had an idea! How do you suggest we get out of a desert without any vehicles?”

Honestly, Church had no idea. “I say we just… sit tight and wait.”

“For what?” Tucker asked, spreading his arms disbelievingly. “We’re in the middle of butt-fuck nowhere! It’s not like a solution is just going to fly in and save us!”

“Church, look!” Caboose said as he and Pinkie walked up the ramp to meet him. “Spaceship!”

Caboose held up a crude crayon drawing of… something. “Caboose, that doesn’t look like a spaceship. Or anything that exists in our dimension.”

“That’s because it’s not a picture of a spaceship silly!” Pinkie Pie exclaimed. “We just wanted to show you our picture of an extra-dimensional energy being while we told you about the ship that’s flying toward us!”

One confused pause and a quick jog out of the Elephant later, Church and Tucker were standing at the edge of the ruins as a Pelican dropship flew in over the horizon. Before the pair of Blues knew it, the Pelican landed and the rear doors opened up, releasing the passengers within. A purple unicorn was the first to hop down onto the sand. After taking a moment to observe her surroundings, she noticed Church and smiled.

“Hello Church!” Twilight greeted, giving a quick wave of her hoof.

“Hey Twilight!” Church turned to address the aqua armored man beside him. “See, Tucker? Sometimes you just need to have faith!”

“... And then I bucked him right in the gonads an’ he fell backward into his own hole!” Applejack said, neatly wrapping up her story. The two members of Red Team sat around her with rapt attention.

“Wow! You’re a great storyteller, Applejack,” Donut said. “I feel like I was there!”

“Uh… you were there, Donut.”

“Hmph. Serves him right for soiling the good Red color with his barbaric tactics,” Sarge huffed. “He could’ve at least used regulation holes: Those have snakes in ‘em!”

Applejack let out a loud guffaw. “Oh, Sarge! Yer a real hoot an’ a half!”

“I wasn’t joking…”

As she watched the Reds and Applejack talk and laugh, Twilight had never been so happy to see her friends. At least, not since she first returned to Equestria. Throughout her entire time with Tex and the others, Twilight had fought back irrational fears that her friends had suffered a terrible fate on this unfamiliar and hostile world. To see all of them alive and alright (save for a few minor injuries) took a huge weight off her shoulders.

As the others all went to catch up with each other, Rarity approached Twilight with some unsettling information.

“So, let me get this straight… this CT guy mistook you for me?” Twilight asked once Rarity had finished catching her up on the events of the excavation site.

“Yes. Or at least, he mistook me for the Princess’s student,” Rarity said.

“Either way, that doesn’t change what he said about Princess Celestia.” Twilight didn’t believe it. She knew there were things the Princess wasn’t telling her, but there was no way Celestia would work with an organization like Project Freelancer.

Rarity must have noticed Twilight’s sudden change in mood, as she gave her a reassuring rub on the shoulder. “Hey, CT was wrong about who I was, wasn’t he? Maybe he’s wrong about Celestia as well!”

Twilight still had her doubts, but she smiled to alleviate Rarity’s concern. “Yes. Maybe you’re right!” Twilight took another look at the decaying ruins around them. “It’s a shame we can’t stay here for longer. I’d really like to examine these ruins!”

“You should talk to Rainbow Dash about that. She spent a good couple of days cooped up in there,” Rarity said.

As it happened, the pegasus in question was talking to Fluttershy a couple of paces away and overheard their conversation. “Oh yeah!... It was a’ight.”

“What was inside?” Twilight asked.

“Eh. Just an A.I. built by an ancient race that contained info about the creation of all known life in the universe.”

Twilight gave her head a few shakes. It sounded like a joke, but Rainbow Dash didn’t sound like she was being sarcastic. “R-really?” She looked at Rainbow with the desperation of a starving mare. “Where is it?”

“So, CT got away with the artifact then?” Tex’s voice caused Twilight to look in her direction. The tiny spectral figure was talking to Tucker while Sunny stood patiently on the sidelines.

“Did you at least try to pursue him?” Sunny asked, giving Tucker an unimpressed glare.

“Yeah. Fucker took the only jeep that wasn’t blown up!”

“This doesn’t make sense…” Tex muttered.

“Makes perfect sense. They just don’t make vehicles like they used to!” Tucker said. “Remember when we could shoot the Reds’ Warthog with our tank and it was always perfectly fine?”

“No, this doesn’t make sense because CT was killed years ago!

A chorus of “What?” echoed between Tucker, Rainbow Dash and Rarity. A few seconds later, Caboose screamed “WHAT?”

“Are you sure?” Rainbow Dash asked, eyeing Tex skeptically.

Tex returned Rainbow’s glare. “I saw to it personally.”

“Well, he looked pretty alive to me!”

Tex suddenly seemed confused. “He?” She looked away. “Interesting…”

“I, er… placed a makeshift tracking gem on his vehicle, so we can go after him whenever you’re ready!” Rarity said.

Tex considered this for a few moments before shaking her head. “No. Don’t forget the whole reason why we came here in the first place. Our priority is unlocking the Alpha.”

With that, Tex disappeared and Sunny began moving back toward the ship they arrived in. “We’ve already made all the necessary preparations for our assault. As soon as you’re ready, get on board. Next stop: Freelancer Command!”


Agent Washington slowly crawled along on his belly, surrounded by green stalks of ripening wheat. His Battle Rifle slung over his back, Washington’s HUD informed him that he had crawled almost three kilometers from where the sky-chariot had dropped him off. It had been two hours of slow, snail-like progress, but Washington’s objective was stealth, not speed. Washington checked his position on his HUD. The abandoned farm where the 10th, 8th and 12th Battalions were holed up was south of him about half a kilometer away.

In time, the wheat began to grow thinner, and Washington was able to get a clear view of the three battalions’ position. The ponies were holed up in a recently abandoned farm on the edge of the Unicorn Range west of Canterlot. On one end was the wheatfield Washington had just crossed, and on the other was the much more open field of grazing cattle that soon gave way to the mountain range itself. The Equestrian soldiers had set up a number of barricades around the property and were well entrenched with their crossbows. However, Washington had anticipated that.

The Freelancer took a moment to analyze their defenses. He could see six of the squad’s members from where he was in the wheatfield. Three were behind barricades in front of the barn facing him, another two were behind barricades facing east; they looked tired and restless. Lastly, Washington could see one pony with a scoped crossbow on top of the water tower on the western side of the farm. The tower had a good 360 degree view of the farm, but they made one crucial mistake: The pony had no spotter.

Washington reached for his helmet and opened a channel with his only two teammates. “Grif, Simmons. I’m in position. What’s your status?”

The sound of rustling interference and frustrated cursing was the initial reply. “Ugh… I hate hiking… I am living the rest of my life indoors after this!” Grif whined.

What Grif means to say is that we’re in position and ready to start,” Simmons said.

Washington smiled. “Okay, you both know the plan. Execute in thirty.”

As he sat and waited for the pair of Reds to begin the attack from their respective positions south of the farm, Washington reflected on just how prepared their pony soldiers were. The mares and stallions of each squad were making incredible progress, their quick pace most likely credited to their years of prior service. They had learned both basic cover and stealth tactics as well as increased their crossbow marksmanship. By this point, most of them knew exactly which parts of standard issue human armor were most susceptible to damage and were able to hit them. What remained to be seen was whether they could do so in a real fight.

The live-fire training exercise they were doing today was meant to test just that. Washington had borrowed the idea for this particular exercise from one he’d read about in the notes of one of the UNSC’s most legendary Staff Sergeants. It seemed ironically fitting: the exercise was originally used to train a group of militia on Harvest to prepare them to defend against alien invaders. Now, Wash was putting it in practice to prepare a squad of aliens to defend against human invaders.

The exercise was especially tailored to train soldiers to fight defensively, as Wash predicted that the coming conflict would be a mix of that and guerrilla-style warfare. The rules were simple: it was the three squads of Equestrian soldiers versus Grif, Simmons, and Washington. The first side to eliminate half of the opposing team would be victorious. The pony battalions just had to “kill” any two of the attacking humans (which was technically more than half, but Washington didn’t count Grif and Simmons as full soldiers on their own), and the humans had to eliminate twenty four of the forty eight ponies. Though it seemed that the Equestrians had the advantage, Washington was used to facing uneven odds and coming out on top.

All of a sudden, the silence in the air was disrupted by the sounds of Battle Rifle fire as Grif and Simmons began the attack. The two Reds were in positions flanking the nearby herd of cattle. Their opening shots weren’t meant to inflict casualties so much as they were to startle the cows. As predicted, the panicked bovine stampeded away from Grif and Simmons straight towards the farm. Grif and Simmons were able to move up in the resulting confusion, positioning themselves to press the attack much more effectively.

As the majority of the entrenched ponies turned their attention to the Reds’ attack, Washington made his move. Rising from his position in the field of wheat, Wash took out the three ponies defending his side of the barn and they collapsed, covered in red liquid. It looked like blood, but it was actually a red adhesive designed to paralyze those it touched. A team of mages and alchemists had spent the better part of the preceding night crafting non-lethal projectiles similar to paintballs containing the red paralyzing potion. The pony battalions’ crossbows were similarly enchanted.

Washington looked around. As planned, the rest of the ponies holed up on the farm were too distracted by Grif and Simmons’ much louder assault to notice Washington’s little incursion… including the sniper on top of the water tower. The gray and yellow Freelancer kept his head low as he sprinted for the tower and began climbing the ladder. As he neared the top, he heard the pony marksmare exclaim “Yes!” in a half-whisper.

Grif’s voice then came in over the radio. “AAAh fuck! What got me?

A crossbow bolt,” Simmons helpfully informed.

Thanks man,” Grif replied sarcastically.

So Grif was down already. The competitive part of Washington’s mind cursed, thinking the pair of Reds would last a little longer then that. The objective part of Wash’s mind then reminded him that this meant the soldiers were making loads of progress. Too bad it won’t be enough to win this exercise.

Washington reached the top, and found the sharpshooter lost in the world of her scope. Classic sniper’s mistake. Washington calmly tapped the mare on the shoulder. She had just enough time to look over and gasp before Wash put a paralyzing round into her back. Washington then got flat on his belly beside the paralyzed marksmare and surveyed the battlefield. This exercise would be over quickly.

With his new vantage point, Washington had a wealth of targets below, and all of them were still focused on Simmons. He noted that Grif and Simmons already had seven kills between them. Combined with his four, that put team human at eleven. Washington opened fire and took out an Equestrian near the back of their formation, and the rest started dropping like flies soon after. He had to admit, their defenses were pretty tight, but they were all facing away from him. It was like shooting fish in a barrel. By the time any of them would notice he’d taken their sniper’s nest, it would be too late.

At least, that’s what Washington thought before he heard the thrum of a crossbow very close to him. The bolt entered his left side just hard enough to penetrate his underarmor and break skin, but do no lasting damage otherwise. He felt his extremities start to go limp as they lost all feeling. Well, he was right about one thing: The exercise was over quickly.

Washington activated his helmet megaphone. “EXERCISE OVER! ALL SOLDIERS CEASE FIRE! REPEAT: ALL SOLDIERS CEASE FIRE! THE EQUESTRIAN TEAM IS VICTORIOUS!”

The cacophony of Battle Rifle and crossbow fire stopped, quickly replaced by the cheers of the three Equestrian battalions. As the medics began spreading out to administer the paralysis potion antidote, Washington tried to look around to figure out where the shot that hit him had come from. Based on the bolt’s position, it seemed like the shot came from above... but how was that possible?

An armored pegasus swooped down out of a cloud positioned a little ways above the farm and landed on the water tower beside him, reminding Washington of that ability unique to pegasi. The winged pony holstered his crossbow and smiled at Washington, who recognized the darker coated stallion as Lieutenant Tornado Kicker, the CO of the 10th. It was at that point that Washington finally realized what had happened: the obvious vantage point provided by the water tower was a trap. Kicker had counted on the fact that Washington would take the tower and was waiting in a nearby cloud.

As a pegasus medic swooped in to revive both Washington and the mare who had acted as bait, Lieutenant Kicker helped Wash to his feet. Although he had been defeated, Washington was filled with hope that these ponies were nearly ready to face Project Freelancer.

“Guess you guys owe us a round of cider, Agent Washington,” Kicker said with a smile.

Ah, yes. That had been the incentive for the ponies to win this little skirmish. Fortunately, Princess Celestia had provided him with plenty of resources to fund his training program. As Washington turned toward the ladder, a flash of green suddenly popped in front of him and a scroll appeared in the air. The Freelancer caught it before it started to fall and wasted no time in opening it.

“From the Princess?” Lieutenant Kicker asked.

Washington nodded as he read the contents of the letter. His breath caught as he proceeded to reread it.

“Looks like we’ll have to call a rain check on that cider. We have to get to Dodge City immediately,” Washington said. “Project Freelancer just made its first move.”


The interior of the Pelican shook roughly in accordance with the turbulence warning Tex broadcast from the cockpit. The six ponies and five humans occupying the Pelican’s rear bay sat on the seats lining the sides, safely strapped in by cage-like harnesses. Fluttershy clung to her own harness and whimpered.

“I don’t like flying…”

“Aren’t you, like, a pegasus?” Tucker asked from his seat across from her.

Fluttershy’s only response was more anxious, high-pitched muttering. Further down, Twilight was shaking along with the ship. Unlike Fluttershy, her anxiety didn’t have to do with flying. They were finally doing it. Their assault on Freelancer Central Command had been a long time coming, and Twilight felt no more prepared now than when she’d first dropped back onto Repertum with only Fluttershy and Sarge.

A large part of it was Tex. Twilight wanted to trust her more than anything, but with the details of her plan no clearer after all of this time, doubt still festered. As it happened, Twilight found herself seated next to Church, and she looked up at her old companion in cobalt armor.

“Hey, Church?” Twilight asked. Church looked over at her. “You know Tex better than anyone, right?”

“Yeah, I guess I know her inside and out,” Church then hastily turned to Tucker. “You shut the fuck up!”

“What? I didn’t say anything!”

“But you were gonna, weren’t you?”

“Eh, probably.”

“So, do you trust her?” Twilight asked, trying to remain on topic.

“Do I trust her?” Church scoffed. “Well, she did cheat on me and steal money from my wallet. And that was just when we were dating!”

Twilight frowned; he wasn’t making a good case for her so far.

“But…” Church continued, “she’s never steered me wrong before. Even when she did all of that stuff, she was at least honest with me about it. She was the best Freelancer in the program. If there’s anyone who can lead us on this crazy mission, it’s her.” Church paused. “Call me crazy, but... I trust her.”

Twilight nodded, feeling significantly better already. With Church’s endorsement, Twilight took a calming breath as she let out all of the nervous energy about the upcoming mission.


The icy wind of Sidewinder howled off the mountains as Tex stood beside the tree she had been tied to until just recently. Church, her “rescuer”, was with her. At first, Tex had thought that Omega (who now inhabited the body of that purple medic) had trapped her here to keep her from interfering with the scenario. With Church now standing in front of her though, Tex realized that this was just another part of it.

This latest scenario had been crafted by Gamma. It would seem the A.I. had figured out a way to make Church think he was trapped in a time loop. It suited Project Freelancer’s goals perfectly: Church would think that he had tried and failed to save his friends over and over again. They would make it seem as though he had as many chances as he needed to make things right, but the scenario was still designed for him to fail. The rest of the Reds and Blues were gathered in the center of Sidewinder at that very moment.

Church then took a heavy breath and turned to face her. “Tex, I recommend you get down there and try to defuse the bomb in Church’s stomach. I think you’re about the only one here that can do it.”

It was weird hearing Church refer to himself in the third person, but the thing standing down there with the Reds and Blues did look just like him. The Director must have used the synthetics from one of the Offsite Storage Facilities for this experiment. Tex turned away, preparing herself to once again try and stop the scenario. Preparing herself to once again fail.

“And Tex?” Church said, prompting the woman in black to once again look at him. “The one thing I didn’t realize before was this: Maybe I’m the last Church not because I fixed everything, but because I died and there’s no way I can come back…”

To Tex’s sudden alarm, Church spoke with no more of the harshness or dry cynicism that he usually did. He just sounded tired. Just like when she first found him in this damn place. But that didn’t hurt nearly as much as what he said next.

“And if that happens... I just want to let you know that I’m sorry. I’m sorry I got you mixed up in all this stupid stuff. I’m sorry I wasn’t a better guy than I should have been. I’m sorry for… well, for a lot of stuff…”

Tex was speechless. She couldn’t believe what she was hearing. She had spent years trying to save him. No, failing to save him. Church continued to be subjected to their tortures for years after the project shut down, all because she wasn’t good enough. She owed him so much.

And here he was: Apologizing to her.

In that moment, Tex wanted nothing more than to tell him. To tell Church about everything she was trying to do. To tell him the truth about what he really was.

“But, if we do survive this, then it’s totally because of me, and you should build a fucking statue in my honor!”

And just like that, Church was himself again. Well, not his true self exactly, but the person the experiments have made him. With that, Tex started walking away, knowing that ultimately it was for the best.

“I’m serious! Somethin’ cool! Like me on a horse! No no no, wait! A motorcycle!”

Tex would never stop in her efforts to save him, no matter how many times she may fail. But in that moment she decided that as long as she lived, Church would never know the truth…

Tex forced the memories down like an especially strong drink. She had a mission to focus on, and no time to linger on more of her failures. Lopez was sitting in the pilot’s seat in front of her. Tex—or rather Sunny—sat in the copilot’s seat just above the Spanish robot.

A beeping sound drew Tex from her thoughts, and she looked up at the screen hanging above the copilot’s seat displaying the words “incoming transmission.” With some effort, Tex managed to reach up with Sunny’s short forelegs to open a channel with Command.

We have you on our screen now, please identify yourself,” stated the cold female voice from Command.

“Command, this is Pelican Four-Seven Niner, requesting permission to land,” Tex replied calmly. She had outfitted the Pelican’s transponder with ID tags that Project Freelancer had used many years ago. She only hoped no one would notice.

Four-Seven Niner, huh? That callsign brings back some memories…” the woman on the other end said nostalgically before apparently remembering where she was. “What’s your cargo, Four-Seven?

“Provisions and med supplies.”

The other end was silent for a moment, and Tex held her breath. “Okay, you have clearance to land, Four-Seven. Airfield One.

After thanking the woman on the other end, Tex cut off the transmission and proceeded to send a coded message.


Reynard looked up from the datapad in his hands with a smile under his helmet. He and his Blues were holed up inside one of the concrete bunkers overlooking the hot arid plains outside. As expected, Command brought them into their facility with little trouble. Reyard’s Blues were led into one of the many fortified bunkers on the surface, where a representative from Command was supposed to take them through the paperwork necessary for both their relocation and new equipment.

He never got the chance, as Reynard’s forces had promptly beat the crap out of him and fortified themselves within the bunker. Now, with the signal displaying on the datapad that Twilight had given him, Reynard looked out the window and across the plains to the bunker across from him. He took out his laser light and aimed carefully out the window to the other bunker before flashing it twice. Two more flashes from the other bunker signaled that Captain Mogar and his Red squad were ready.

With a quick hand signal, Reynard ordered all of his men to the windows, and each of them took aim at a passing Freelancer patrol.

When it was time, Reynard gave the signal. “LLLLLLLLLLLLLET’S KILL!”

Reynard’s Blues opened fire, joined by Mogar’s Reds across the way. The little Jersey soldier was so loud, Reynard could hear his scream of “START THE RUCKUS!” all the way from his own position. An alarm began to sound all across the facility as the Freelancer forces returned fire. Everything was going as planned. All they had to do now was hold out until Twilight and her companions got what they came here for.

Reynard suddenly noticed that one of his own men was not firing on the soldiers in gray. A particularly big blue soldier with a domed helmet stepped back from the rest of the squad as he pulled out some sort of large weapon with a big twisted bayonet attached. Reynard was about to ask the man why he wasn’t following orders when it occurred to him: He had no idea who this guy even was.

The big soldier’s blue armor shimmered and changed to white with brown detail, and before Captain Reynard Vaez Junior could react, he and his men were beset by an onslaught of explosions.


With frantic wide eyes, head researcher Quill looked at the few dozen aliens in gray armor all around her. The little beige pegasus stood on her hind legs and had her back pressed against the crashed spaceship, forelegs spread protectively. It was as if she was trying to cover the ship with as much of her little body as possible. One of her fellow researchers—Special Specs—and a single guard she didn’t know the name of flanked her, assuming defensive stances as the gray bipeds advanced, holding their weapons at them threateningly.

The rest of the Equestrian guards and researchers that had been stationed in the wooded clearing outside Dodge City had surrendered to the human force without a fight. They remembered how dangerous just one of these advanced armored creatures were, and didn’t like their chances against such a large number of them. They had at least managed to send a message to Canterlot via dragonfire, but Quill didn’t like the odds of the Princess responding in time.

Two soldiers wearing slightly different armor from the others stepped forward. One had red detail on its gray armor, while the other had blue. Quill swallowed and tried to stop her uncontrollable shaking, but couldn’t quite keep her lower lip from quivering.

“Hi there,” the soldier with red detail said in that calm, patronizing way one used to talk to foals. She was female, Quill realized, and she spoke with a slight accent she couldn’t identify. “I am Captain Osgoode, and that there is my partner Captain Donovan.”

Osgoode gestured to the soldier with blue detail on his armor, who made no sound or gesture save to stare at her menacingly.

“W-what do you w-want?” Quill then realized she forgot to tell them her own name, but was too terrified to rectify that.

“We just want you to stand aside so we can get to that ship,” Osgoode stated. “I don’t want to hurt you if we don’t have to, but make no mistake: We will do whatever is necessary to recover our property.”

Specs and the one guard looked back at Quill, and the head researcher could see the fear in their eyes. Nevertheless, she had already started her answer before she could think better of it.

“I c-can’t… I can’t just give up all of our research!”

“That ship and its contents belong to Project Freelancer,” Donovan said in a cold, dark voice before raising his weapon. “This is the last time we’ll ask you: Stand aside.”

Quill knew she should just do what he said. Her research was important, but it wasn’t worth getting killed over. So why couldn’t she move? She didn’t have much time to think about it as a loud bang rang out. Quill jumped, thinking for a moment she’d been shot, but then she saw one of the gray soldiers guarding the captives fall to the ground.

Suddenly, gunfire filled the clearing as the very confused gray soldiers dove for what little cover they could find. They started returning fire, but since they couldn’t see their attackers, they were just firing blindly into the woods all around them.

“What the hell is going on?! What are we dealing with?” Osgoode shouted over the noise.

“Everyone cease fire! Wait until you have a target!” Donovan commanded.

The rest of his troops obliged, and soon their mysterious attackers were the only ones shooting. Tracing the source of the gunfire, Donovan fired a single shot with his rifle. He didn’t appear to have hit his target, but the gunmen in the woods stopped firing and Quill was able to see a dark form retreating deeper into the brush.

“Wait here. I’ll find them!” Donovan said, standing up and gesturing for several of his men to follow him.

Soon, Donovan disappeared into the brush along with about half of the soldiers in the clearing. Osgoode gathered the remaining soldiers around her, and created a tight formation looking out at all sides. As the woman with red detail and her men scanned the treeline around them, Quill noticed a shadow fall over the group of gray soldiers. She looked up and saw that a large group of clouds were moving into position above the squad of Freelancer troops.

They resembled rainclouds, but what poured down on the Freelancer squad was not rain. Dozens of crossbow bolts rained down on the soldiers in gray, felling them quickly. Each bolt was carefully aimed at the openings of their armor. Captain Osgoode cursed and bolted out from beneath the cloud as her men fell around her, firing blindly into the cloud as she went. She got lucky, as a single pony in armor fell from the cloud wielding a crossbow.

Osgoode continued to the only point of cover that could protect her from an aerial attack: the ship. Osgoode knocked Quill aside and took cover beneath the ship’s “tail.” She waited under there for a while, swiveling constantly to see every possible avenue of attack. Osgoode froze as she spotted a figure emerge from the woods. It was another armored human, only this one was orange from head to toe. He did not appear armed, and Osgoode pointed her weapon at him.

“Who are you?!” she demanded.

“Who am I?” the orange man laughed in a lazy tone. “I’m Mr. Miyagi, bitch!”

Quill didn’t even have time to figure out what that could have meant before a pair of pegasi swooped out of nowhere, carrying what appeared to be a lawn chair. They flew in behind Osgoode, who was so fixated on the man in orange (Mr. Miyagi?) that she didn’t even notice until the two armored pegasi used the chair as a battering ram against Osgoode’s ankles. Osgoode fell backwards into the chair, and suddenly guardsponies started popping up everywhere.

Captain Osgoode tried to get up off the chair but was held down by two armored ponies as they started massaging her shoulders. She tried kicking with her feet but two more guards held and massaged them as well. Osgoode tried to reach her rifle, which she had dropped when she fell into the chair, but a guard took her hand and started trying to file her nails.

“Oh yeah! Go to sleep!” Mr. Miyagi exclaimed, as the orange man started to fill Captain Osgoode with red, paint-like pellets from his own rifle. “Go to sleep! Go to sleep…”

In a few moments, Captain Osgoode appeared to do just that, and her arms went limp. With the threat eliminated, the rest of the guardsponies flew down from the clouds above and began checking up on the guards and researchers that had been taken captive. A particularly tall, muscular stallion approached Quill to help her to her hooves.

“Are you okay, m’am?” he asked. He appeared to be an officer, if Quill remembered anything about how the Guard worked.

“I-I… uh…” Quill suddenly lost all ability to form words. Part of it was that she’d narrowly escaped the clutches of more of those humans. There was also the fact that she was currently looking at a handsome pony in armor and became suddenly aware that she was living out her fillyhood fantasy.

The handsome stallion took one look at her reddening face and grinned. “Yep. You’re good.” And with that, he moved on to check on the other researchers.

Another alien soldier emerged from the woods, this one wearing maroon armor. He stopped when he saw Osgoode lying unconscious on the lawn chair, and looked up at the man in orange as he approached him.

“See, Simmons? I told you it would be important!” Mr. Miyagi exclaimed.

The maroon soldier—Simmons—just stared at him in disbelief. “Wow. You potentially put the entire mission in jeopardy… just to prove me wrong? I have no words. No, wait! Yes I do: You’re a fucking moron!”

“Pfft… you’re just mad that I made it work.”

“You’re not wrong, but my point remains valid!”

Deciding she wanted answers, Quill decided to approach the apparent orchestrator of this rescue and tapped him on the back. “Excuse me, Mr. Miyagi?” The man in question turned and looked down at her. “What exactly is going on?”

For a reason beyond Quill’s comprehension, Mr. Miyagi just started laughing and the one called Simmons facepalmed. When Quill tried to get Mr. Miyagi’s attention, it only made him laugh harder. Quill eventually accepted that she would never fully understand what exactly had happened on this day, but she would nevertheless remain forever thankful to Mr. Miyagi.


As alarms continued to go off, the pair of Project Freelancer soldiers simply carried on with their day as they drove the troop transport Warthog across the tarmac where the Pelican touched down. According to the announcements, two groups of sim troopers had gone rogue and had started shooting up the central compound after having fortified two of Command’s own bunkers. Response teams had already been dispatched to deal with the situation, so the two soldiers didn’t worry about it as they pulled their Warthog up behind the Pelican and hopped out in preparation for whatever was inside. It was strange: this airfield rarely got any use anymore. Most of the routine shipments simply used Airfield One.

The rear bay of the Pelican suddenly opened, and the two gray soldiers were greeted by a group of about a dozen colorful figures. Even more surprising, six of them appeared to be small equines. Suffice to say, the two men were not equipped physically or mentally for the sudden onslaught of color and pain as all eleven of the Pelican’s passengers jumped at them yelling various battle cries. In short order, the two Freelancer soldiers were tied up and tucked away, after which they would spend the rest of their lives wondering what the events of the day had really been about and if they had even happened at all.

“Lopez, you stay with the ship,” Tex ordered as Sunny exited the cockpit carrying the green duffel bag she brought from the Offsite Facility. “Depending on how this goes, we may need to take off relatively quickly once we’re done.”

Lopez gave a Spanish affirmative from the cockpit before grumbling something sarcastic as Sunny and Tex joined the others outside the ship.

“Okay, everyone hop in!” Tex declared as Sunny climbed into the passenger seat. “Church, you drive.”

Soon enough, the packed Warthog was driving down the expanse of pavement toward the large hangar at the end of the tarmac. As they got closer, Church noticed that the entrance to the hangar was blocked by a chain-link fence. He looked around, but Church didn’t see any way in. After presenting this problem to Tex, she simply instructed him to keep going, and suggested he floor it.

The Warthog abruptly lurched forward as it impacted on the chain-link. The fence gave way for the speeding jeep instantly, and Church had to slam on the brakes as they ran out of space faster than he thought they would. It wasn’t quite enough to stop them from crashing into a large green crate.

“Ow. Ah, I think I just got whiplash,” Caboose moaned, rubbing the back of his head once they were stopped. “Oh man, that really hurts.”

“Ooh, me too!” Pinkie exclaimed, rubbing her tummy. “Wait, is it possible to get stomach whiplash? Because I think I’ve had that all afternoon!” Pinkie’s stomach groaned to confirm this.

“Pinkie, I think you’re just hungry,” Rainbow Dash said.

“Oh yeah. You’re so smart, Dashie!”

The ponies and humans all climbed out of the jeep and took a look around at their surroundings. Alarms filled the vast space in likely response to the diversion Captains Reynard and Mogar were making. Additionally, automated announcements chimed in over the public-address system, as a woman’s voice calmly reminded them that the white zone was for loading and unloading only.

Right away, Church noticed something odd about the hangar. Namely that there wasn’t room for any aircraft. Structures complete with ramps and waist-high cover filled the hangar completely. The presence of more strategically placed crates and a few walls that seemed to serve no other purpose than for someone to hide behind made Church wonder.

“Tex, this isn’t really a hangar, is it?”

“It was, but it got converted to a training facility for the program’s soldiers to use for live-fire exercises,” Tex answered. “Since it’s no longer an active airfield, it’s significantly less protected.”

“Wait, but what if there had been a training exercise right now?” Twilight asked, looking at Tex skeptically. Church got the feeling that the little unicorn didn’t like her very much. “Unless you have a schedule for Project Freelancer’s daily training exercises, coming in this way was really risky!”

“That was why I wanted someone to create a diversion elsewhere in the facility,” Tex said. “Whenever there’s an emergency, protocol is to cancel any ongoing training exercises, making this the ideal entry point,” Tex’s avatar turned around. “Now come on!”

Before moving forward, Sunny took something out of the green duffel bag across her back and placed it on the wall. After pressing a few buttons, a red light started blinking on the device. Church, Twilight and the others then followed Tex and Sunny as they led the large colorful group up various ramps to the back of the training facility. Soon the group found themselves being led through a maze of identical hallways made of the same drab metal and concrete. Under Tex’s influence, Sunny knocked out any Freelancer patrols they encountered. It seemed that they were going deeper and deeper underground. Just when Church had thought they’d reached the lowest level of the facility, Tex led them to more stairs leading even further down.

Eventually, the group arrived in a room that was empty save for a few mundane pieces of furniture and three large screens that dominated the far walls. The screens currently displayed security footage of the breach caused by Reynard and Mogar up on the surface.

“Okay, this will be the staging point for the rest of our operation,” Tex explained once the whole group was gathered.

“Really? This dead end room with no other exits?” Tucker asked.

Sunny rolled her eyes. “Pssh. You are in no position to lecture us in strategy.”

Tucker raised his middle finger. “Hey! Up yours, pony girl!”

“Wow. I might actually feel insulted if I wasn’t significantly better than you at being a soldier!”

Tucker took a step toward the white pony. “Ooh-ho is that a challenge? Because I have an energy sword that begs to differ!”

Sunny matched Tucker with a forward stance of her own. “And we have an escaped Insurrectionist leader that begs to agree!”

Tex’s avatar flashed between them. “Both of you stand down!” The pony and the human turned away from each other. “Now, Church and I are going in alone from here.”

Twilight was immediately suspicious and looked over at Tex. “Why?”

“Because the inner facilities have much tighter security, and it will be easier with fewer people.”

Twilight was still not convinced. “So take me with you instead! My magic should be able to get us through anything.”

“Sorry, but unless you can leave your physical body and possess others, I’m afraid you won’t be of much help,” Tex said. “The best approach to this is stealth, which can be best achieved with my and Church’s… unique abilities.”

Twilight still felt uneasy about this, and looked back and forth from Tex to Church with steadily wilting ears.

“Don’t worry, I’ll be fine,” Church said impatiently. “Eesh, you’re worse than my mother!”

Tex’s transparent figure floated to the door. “You all stay here and keep an eye on things. Let us know if Command is alerted to our presence and be ready to create a distraction.”

“Okay. Bye Church! Bye Tex!” Caboose said. “Be sure to take lots of pictures!”

And with that, Church and Tex were gone. To Twilight’s surprise, when Tex said that she and Church were going alone, she really meant it. Sunny remained behind in the room with the rest of them and took a huge breath as if coming up for air. Twilight just stared after Church and Tex, a pit of worry forming in her stomach. She was so fixated on her trepidation that she didn’t even notice the pony beside her until she felt a hoof on her shoulder. Twilight found herself looking into the concerned green eyes of Applejack.

“Everything alright, sugarcube?”

Twilight tried to force a smile. “Yep. No problems! Totally nothing wrong!”

Applejack gave her a look that clearly indicated she wasn’t buying it. Rainbow Dash joined her.

“Why were you so adamant about going in Church’s place?” She asked.

Twilight looked away in an attempt to escape the pair’s concerned looks, only to find herself facing those of the rest of her friends. Fluttershy, Pinkie Pie, and Rarity all gathered around her, wordlessly telling Twilight they were there for her. With a sigh, Twilight relented.

“The day we arrived on this planet, I found something inside a hidden Freelancer facility,” she explained. “It’s about Church. He’s at the center of all this. I don’t know how, but I think Tex does. I told her I’d trust her, but now that we’re here and she’s taking him into the bowels of the facility alone…”

“You’re worried about your friend,” Rarity finished. Twilight nodded.

“Well, um, I know if it was any of you in Church’s place, I would do whatever it takes to make sure they’re okay,” Fluttershy said. “Even if it would be really, really scary.”

“Look, I spent a lot of time with Church over the last couple of days…” Applejack started.

“Ooh! Me too!” Pinkie Pie interrupted with a bounce. “I tried to make him laugh and he told me to shut up a lot!” Pinkie sighed nostalgically. “Good times…”

“I’ll admit, there’s a lot about Church that I plumb don’t like,” Applejack continued, “but he ain’t a bad guy. I don’ want anything bad to happen to him anymore than you do.”

Applejack peeked across the room over her shoulder where Sunny sat in place, calmly watching them, ready to enforce Tex’s orders if need be. Applejack turned back to Twilight and spoke quietly.

“The girls an’ I can keep Tex’s pony-puppet distracted. You jus’ get to yer friend!”

Twilight smiled, this time not needing to force it. “Thanks girls.”

With that, Applejack turned and approached Sunny, putting a friendly foreleg around the armored pony and nonchalantly steering her away from the direction of the room’s entrance.

“Sunny! Listen, as long as we ain’t doin’ anything, I thought we’d have a little chat. Farmpony to farmpony. Exchange notes, ya know?”

“Hey, Sunny!” Rainbow Dash ran around in front of both ponies. “I bet you can’t do this!” Rainbow Dash proceeded to stick her entire right hoof into her mouth and her left hoof into her ear. She then wriggled both appendages around. “Ishn’t thish cool?

“That’s easy. I do that all the time,” Caboose stated.

Sunny seemed about to reply when her vision was suddenly obscured by a white cloth being tied around her head.

“Hey Sunny! On a scale of one to ten, can you tell me how much you can’t see?” Pinkie asked. “I wanna make sure there’s absolutely no cheating next Pin-the-Tail-on-the-Pony!”

Sarge, Tucker and Donut looked on with amusement and some befuddlement as the five ponies all vied for Sunny’s attention. At that point, Twilight was already gone. The purple unicorn briskly made her way down the halls of Freelancer Command. Now that she was so close to Command’s inner facilities, the way was much more straight forward. Also, it was fairly easy to follow the trail of knocked out soldiers to Church and Tex’s destination.

After descending another flight of stairs, Twilight found herself in front of a thick steel door that looked nigh-impenetrable… were it not for the fact that it was already ajar. Two more Freelancer soldiers lay still on the floor on either side. Twilight carefully stepped past the inert gray forms and reached for the door.

The next hallway emptied out into a vast chamber made of shining metal and glowing blue lines. Right away, Twilight was reminded of the inner laboratory of the Offsite Storage Facility: the place she found the copies of Church. Like before, the room was cold, and Twilight was filled with a general sense of foreboding.

This time, something made the hairs on the back of her neck stand on end. It made her think of when she first explored the ship in Dodge City at the beginning of all this. She had felt Gamma’s gaze on her then. Now, the feeling was like that but a dozen times over. Twilight looked around at the walls. They were filled with evenly spaced alcoves that held hundreds of holographic symbols. Looking at them gave Twilight chills.

Then she heard something. Voices. Dozens of whispering voices floated around her. Twilight couldn’t make out the words, but she was fairly certain it was the Freelancer A.I.s. Whether they were whispering to each other or to her Twilight couldn’t say, but it was clear she had made it to the A.I. storage facility. Twilight pressed on and tried to ignore the voices and the cold chills running down her spine. Soon, a familiar voice joined the others.

“Church! Get over here!” Tex’s voice echoed through the chamber. She wasn’t too far away. “It’s here!”

Twilight heard Church’s voice next. “Oh, nice. You found it alread-AH! AUGH!”

Church’s agonized scream stopped Twilight in her tracks.

“Church? Are you okay?” Tex’s voice sounded uncharacteristically vulnerable.

“Yeah, I’m fine. I just had, like, a weird flash-AUGH!” At Church’s next scream, Twilight galloped as quickly as she could to their location. “Yeah, I think it’s this thing. It’s, like, sending out images to me…”

Twilight skidded to a stop a few feet away from the two figures. Tex appeared to be inhabiting the body of a gray Freelancer soldier, and was currently crouched doing something with the holographic storage in the wall. Church was in his own body, gripping his sniper rifle tightly. Twilight quietly ducked into the shadows, deciding it would be best not to be seen for the time being.

“Is this the Alpha?” Church asked.

“No Church. This isn’t the Alpha,” Tex said as she used her hijacked body to pull something out of the wall. It was a rounded, cone shaped object comprised of a purple metal with glowing blue lines. “This was Washington’s A.I. before it tried to kill itself. This is Epsilon.”


Captain Donovan looked around at the armored ponies that surrounded him and what remained of his squad. He still wasn’t quite sure how it happened. At first, he was chasing his squad’s mysterious ambusher through the woods near the crash site. The chase had in turn led them right into another ambush. A squad of guardsponies had been waiting on top of a hill overlooking the plains that Donovan had been led to.

The following battle had been tough. The ponies proved to be much more effective in combat than Donovan had anticipated. They had succeeded in landing hits with their enchanted crossbows on all of the open areas on his troops’ armor. Some of his men became frozen in ice, others became engulfed in flames. It took some time and one particularly bloody push to finally force the ponies from their high ground.

Donovan believed the battle to have been over once his men controlled the hill. Turned out, the Equestrians had planned for that as well. Pegasus ponies rained more enchanted arrows down from the clouds above, and the rest of the ground ponies had regrouped and surrounded them. Now, Donovan found himself at their mercy. Well, this wasn’t exactly how I expected this to go, but the Shimmer pony’s plan will move forward regardless.

It was then that another human soldier pushed his way through the squad of military ponies; the mysterious attacker who had led them into this trap in the first place. Right away, Donovan recognized the dark gray armor and yellow detail.

“Well, well. Agent Washington. I guess the rumors about you are true: you’ve betrayed us!” Donovan said venomously. “Now that you’re no longer a part of this program, I wonder if they’ll give me your old designation. Recovery One has a better ring than Recovery Six, don’t you think?”

“That’s only if you live long enough to get the promotion,” Washington stated, putting a fresh mag into his BR. “Now, what was it you’re trying to find here? Is it the Gamma A.I.? Omega? Because I can safely say that neither is on this planet anymore.”

“Oh, we’re not actually here for anything that Pelican was carrying.”

Washington raised his rifle. So the other rumors about him were true: he didn’t like to waste time. “Oh really? Then what were you doing trying to gain access to it?”

“Truthfully? We were just trying to get the Princess’s attention.” The guardsponies exchanged uneasy glances as Donovan reached into a compartment on the back of his armor and pulled out a datapad. “I have instructions to ensure that this gets delivered to her as soon as possible.”

Washington took the datapad from Donovan’s hands and carefully inspected it. Prudent, Donovan noted, but unnecessary. Once Washington deemed it posed no danger, he handed it off to one of the pegasus ponies under his employ.

“Deliver it to Canterlot at once,” Washington ordered. The winged equine took the device in his mouth and, with a nod, took wing. “What exactly is her Highness going to find on that datapad?” Washington asked as he watched the pegasus disappear over the horizon.

“A message,” Donovan answered. “Now, I suggest you let my men and I go.”

Washington turned back to Donovan and took a step toward him. “And just why would we do that?”

“Many ponies’ lives may depend on it.”


“Hmm…” Sarge grumbled as he looked over the myriad of computers in the control room the group was waiting in.

“What’s up, Sarge?” Donut asked.

“Oh, nothing Donut. Just wishing Simmons were here,” Sarge answered, taking a look at a console labelled “Database.” “I just had a brilliant idea, but can’t really do much with it without Simmons’ technical know-how.”

While Sarge went on about another of his half-baked ideas (this one involving “erasing the Blues”), Fluttershy looked over at Sunny. The military mare was sitting in place, watching the room’s only entrance. She was as still as a statue, and her face was about as expressive as one. While Fluttershy was generally pretty intimidated by the pony (especially when Tex was controlling her), Fluttershy had started to feel bad for the poor mare in recent days.

Fluttershy remembered the night they had camped out on their way to Blood Gulch. She remembered the argument Twilight and Tex had. The two had thought Fluttershy was asleep through it all, but the little pegasus had heard every word. Looking at Sunny now, Fluttershy knew that the soldier’s cold, stoic demeanor was just a mask. That deep inside, the once perky pony was suffering terribly. What was worse, she was all alone.

Sure, Sunny was sharing her mind with Tex, but the M.I. had her own goals. Looking around the room, Fluttershy noticed nobody was talking to or even standing close to Sunny. The Reds and Blues were keeping to themselves, and the rest of Fluttershy’s friends kept to their group and occasionally the friends they’d made among the human soldiers. Sunny’s connection to Tex alienated her from the other ponies, and her own status as a pony alienated her from the humans (though, her connection to Tex could also have contributed).

Fluttershy knew what it was like to be all alone with nothing but one’s own misery to keep one company. That had been most of her school years. It was for that reason that Fluttershy mustered up her courage and began to approach the white mare.

“H-hello, Sunny,” Fluttershy greeted, triumphing over her own instinct to disappear into the background as she stiffly sat in place beside Sunny.

“Fluttershy,” Sunny barely regarded her as she kept her vigilant watch.

Fluttershy really didn’t have a plan beyond that point. “So, um… how are you?”

Sunny paused to carefully measure her answer. “As well as one can be in the middle of an operation behind enemy lines.”

“Okay. Um, that’s good,” Fluttershy smiled awkwardly. “So… how have you been sleeping?”

Sunny stiffened, and for the first time during their conversation she turned to look at Fluttershy when she whipped her head around and glared at her with barely contained fury. “None of your business!” She all but growled through gritted teeth.

Fluttershy immediately wilted under the mare’s wild glare. “I’m sorry! I’m sorry. I’ll just…” Fluttershy crouched low to the ground and started to shuffle backwards.

Sunny sighed, raised a hoof to her forehead and shut her eyes. “No, no. It’s okay, it was an innocent question. I shouldn’t have lashed out like that. Sorry.”

Carefully peeking out from behind her mane, Fluttershy rose to her hooves and looked at the now significantly less threatening mare in armor.

“You’re not a very social pony, are you?” Sunny asked. Fluttershy tried to smile as she shook her head. “You must have had some reason to come and talk to me then. What’s on your mind?”

You’re suffering from PTSD and shouldn’t be out here with us. Fluttershy decided not to tell her what exactly was on her mind. Still, she couldn’t help but think about something Tex had said in her argument with Twilight on the subject.

“Can I ask you a question?” Fluttershy asked.

“You mean aside from that one?” Sunny grinned. It was good to see she had some humor left.

“Why are you here? What made you decide to come along?”

Sunny shrugged. “Same reason most people join the army, I guess. I’ve got something at home I want to protect,” Sunny said.

Fluttershy fidgeted her hooves. “Do you ever wonder that… maybe… you didn’t make the right choice?”

Sunny eyed Fluttershy briefly. “How about you? Why are you here?”

“Well, at first, it was because my friends were going, and I wanted to do what I could to support them.” Fluttershy glanced down at the dog tags around her neck, and looked up again before she had the chance to read the name on them. “Now, though… let’s just say I have my own reasons for wanting to make sure this program is stopped.”

Looking at the chain around Fluttershy’s neck, Sunny nodded. “They hurt someone close to you?”

Fluttershy wasn’t really sure that he merited “close.” Still, she liked him well enough, so she answered with a nod of her own.

“Same with me. And Tex,” Sunny said. “As much as protecting my family back home—or what’s left of it—is important to me, I’m not gonna lie: a big part of why I’m here is that I want to see Project Freelancer pay for the terrible things they’ve done. If I can just do that, then maybe my friends and my dad didn’t die for nothing.”

“Um… no offense, but I don’t think revenge for its own sake is really a good reason to do something,” Fluttershy said. “Have you ever thought that maybe… staying at home with your family is… well, the better choice?”

Sunny glanced over at the armored humans in the room and snorted. “I don’t know. If I don’t do something to stop this program, who will? Them?”

“What?! Hey, fuck you lady!” To the two mares’ surprise, the man in aqua armor turned away from Caboose and approached them. According to Twilight, his name was Tucker. Fluttershy didn’t know much about him other than Rarity didn’t like him and Rainbow Dash thought he was kinda cool.

“Um… were you… listening to our conversation?” Fluttershy asked, hoping that her annoyance with the man’s eavesdropping was being conveyed in the way her voice trembled as she avoided eye contact.

“Hey, it was either that or listen to Caboose tell me about his favorite flavors of ice cream,” Tucker said.

“Cinnamon swirl, chocolate marshmallow…” Caboose droned on from the side of the room.

“Anyway, you in particular have been nothing but a bitch since we first met.”

“Is it because I won’t sleep with you?” At Tucker’s confused stare, Sunny just gestured to her own head. “I shared a mind with Tex, remember? You’d be surprised at what I know about you… Dr. Fuck!

“Okay, first of all: EW! I don’t know how many times I have to say this, but you ponies do not do it for me in the slightest,” Tucker said. “Second of all, this Fluttershy chick has been raising a pretty good point. I’m here because I pretty much have no choice at this point. Am I really supposed to believe that you had the choice between staying at home with your family and going out here to fight and die... and you chose this?”

“Of course!” Sunny exclaimed. “I want to make sure that when my little sister wakes up, she actually has an Equestria to live in. If you had a family, and not just a bunch of one-night stands, you’d understand.”

“I do understand!” Tucker yelled before growing quieter. “I have a son. After Blood Gulch, I could have just left the army to go raise him. I could still have taken that “alien ambassador” gig without serving in the field. But… I dunno. I guess I just liked the adventure. It keeps me in shape, and gives me the opportunity to impress chicks with my awesome skills.

“But of course, I can’t serve in the field and raise Junior at the same time, which sucks because… I actually wanted to try being a dad. Don’t get me wrong, I still like being out here… more or less, but I kinda feel like I’m missing out on Junior’s life!”

Sunny just stared at Tucker blankly. She had no retort. Fluttershy looked at her face, and for the first time, she didn’t see the stoic soldier. The hurting filly’s mask was slipping. Fluttershy put a tentative hoof on Sunny’s shoulder.

“What I’ve been trying to say all this time is… maybe your family doesn’t need you risking your life out here. Maybe they need you safe and sound at home.”

Sunny grew more and more distant as more of her mask slipped away. After a long time in which the only sounds were the hum of computers and the muted conversations of the others, Sunny looked up at Tucker. “Thanks. Both of you. You’ve given me a lot to think about…”


Tex looked around. It was strange, coming from Equestria’s bright, colorful landscape to this place in such a small amount of time. Like going from a really hot place to a cold one. And this place certainly looked cold. It was fitting, considering whose mindscape she was in. Frost and icicles clung to the orderly metal walls around her.

Tex simply started making her way through the complex, hoping to find the owner of this place quickly. She left the cold metal building and found herself on a field of snow. Feeling like she was heading in the right direction, Tex pressed on across the expanse of white. It wasn’t long before she spotted something in the distance: a speck of cobalt blue. Tex ran to it and a horrible sense of familiarity surfaced when she got a good look at the inert cobalt armored figure lying in the snow. He appeared to be glowing with an ethereal light, which contrasted with the ordinary looking puddle of blood around his head. He clutched a pistol in his hand.

Suddenly feeling a presence behind her, Tex whirled around and drew her own pistol, but froze when she saw herself standing there. And yet, it wasn’t her. The blonde woman wore traditional military fatigues along with a sad expression instead of Tex’s black MJOLNIR armor and expressionless helmet. Tex couldn’t tell if she was looking at her, or the cobalt corpse behind her. My God, just how much does he really know?

It was then that Tex saw the small structure in the snow behind the other woman/herself. It was a heavily fortified bunker, all of its windows and gunports closed and sandbags all around it. It seemed designed to protect its occupant from the harsh elements of the rest of this place, and right away Tex knew it was where she’ll find who she was looking for.

Steeling herself, Tex walked past her doppelganger/the complete stranger and found the entrance to the bunker. She raised a black fist and knocked.

“Stay back! Don’t come any closer!” His voice was frantic. Desperate. Nothing like the cold, calculating soldier she knew.

“Washington, let me in,” Tex said calmly.

“Why won’t you just leave me alone?! This is not my nightmare!”

He thought she was just another memory come to torment him, Tex realized. But how can that be? “I’m from the outside, Wash!”

“Just leave!”

“I have a message from Delta!”

Tex was met with silence. It seemed an eternity before she heard the sound of latches being removed and the steel door slowly swung open. Washington stood there, holding his Battle Rifle cautiously.

“Agent Texas? Shit, I thought you were dead!”

“Yeah, I get that a lot.”

“So, Delta left a message for me?”

Tex nodded. “Through South. She’s dead, by the way.”

“Oh.” If Washington felt anything, he certainly didn’t show it.

“It’s cryptic as hell, but Delta said you’d know what it means,” Tex said. “Memory is the key.”

“Memory is the key?” Washington repeated. “Anything else?”

“No.”

Washington stood there in silence for a few moments. “He’s still alive.”

“Who is?”

“Epsilon,” Washington answered, taking a step closer to Tex. “How much do you know about the A.I. fragments?”

“I know that they are all based on pieces of the Alpha’s mind,” Tex said. “Omega was Alpha’s rage, Delta his logic, Gamma his deceit, Theta his trust, Sigma his creativity and ambition…”

“And do you know what part Epsilon was?” Washington asked. Tex didn’t answer. Epsilon hadn’t been in the files she found. He hadn’t existed yet. “Epsilon was Alpha’s memories.”

Suddenly it all made sense. Why Epsilon had tried to kill itself. Why having Epsilon nearly cost Washington his sanity. “So you knew?”

“All along,” Washington took another step closer. “Tex, if you can get to Command, you can use Epsilon to unlock the Alpha.”

“No. I can’t do that to him!”

“You have to! If you can get Epsilon into the right hands—someone who can use Alpha’s memories to convict the Director—you can stop him, once and for all!”


“I still don’t understand,” Church said after Tex finished recounting her journey into Washington’s mind back in Equestria. “How does Alpha’s memories help us beat the Meta and Project Freelancer?”

The Freelancer soldier Tex had been occupying was unconscious on the floor, and the little black M.I. floated in front of Church. “Do you know how to copy an A.I., Church?”

“Well, uh, I’m gonna guess it’s not as simple as hitting Command+C.”

“It’s not possible. But still, the Director needed more A.I.s for Project Freelancer, but he could only get Alpha. So, many years ago, the Director had a revelation: If all Smart A.I.s are based on a human mind, then they can break just like a human can.”

Church bobbed his head, still appearing to be confused. “So they… broke Alpha? How?”

Tex’s voice went quiet, and the M.I. suddenly sounded cold. “They tortured him. Psychologically and emotionally. The Director presented Alpha with endless unwinnable scenarios designed to push him to his breaking point. What was worse, he was made to think that his failures were hurting everyone he knew and cared about. When he couldn’t take it anymore and his mind started to fragment, Project Freelancer harvested those fragments and they became the A.I.s we used.”

“Right, each one of them based on one of Alpha’s traits!” Church exclaimed, starting to get it.

“Exactly. And since Epsilon has the memories of what the Director did to Alpha, that makes it pretty decisive evidence. Probably enough to get him convicted on the spot.”

“So, if we need Epsilon to unlock the Alpha, does that mean we need to find the Alpha next?” Church asked.

“No,” Tex sighed. “We already have him.”

“We… do?”

“Church, when I first learned about what they were doing to Alpha, a couple of the Freelancers and I tried to break into the labs on the Mother of Invention to save him. But we failed. After that, the Director knew he had to move Alpha in case one of us tried breaking him out again. So, he hid Alpha in a place he knew no one would look to find him...

“A box canyon in the middle of nowhere.”

“What?” Church gasped. “You don’t mean…?”

“I do,” Tex said, her voice trembling the more she spoke. “There’s no such thing as ghosts, Church. Not even in Equestria. Haven’t you wondered why you can do the things you can? Things like living without a physical body? Didn’t you wonder why you were relocated separately from the rest of your squad? When you were in Blood Gulch, did you ever wonder why you’re here?”

“Tex?” Church’s voice was barely a whisper. “What are you saying?”

“It’s you, Church… you’re the Alpha.”

In her dark corner of the room, Twilight was paralyzed. What she had learned about the true nature of Project Freelancer’s research into A.I.s went beyond horrifying. It made everything else the shadowy agency had done seem like child’s play. Hay, it made some of Equestria’s most heinous villains and monsters seem tame by comparison. And just when it seemed that the horrible revelations would end there, it got so much worse with the knowledge that Church—that one of her friends—was the victim of such an atrocity.

Twilight’s knees were weak. Her breaths came quicker. Her eyes grew watery. Then, Church and Tex turned to look at her. Twilight hadn’t even realized that her legs had taken her right to them until she was standing right in front of them.

“Church…” Twilight’s mouth opened and closed as she tried to find the right words to say, but she couldn’t make a sound.

Then, Twilight looked over at Tex and all at once the M.I.’s actions over the past few days made complete sense. All of the secrecy and lies… it was to protect her. It was to protect everyone who knew Church from the terrible burden of the truth. The burden that Tex—the person who cared for him the most—had to bear.

“Tex…” Twilight croaked, thinking she’d finally found the right words. “I-I’m so sorry…”

“Twilight,” Church said. “What’s our number one rule?”

Remembering the second night she spent in Church’s company, Twilight swallowed. “No apologies…”

“Exactly, you have nothing to apologize for,” Church said. He then turned to face Tex. “She should be the one apologizing!”

“What? Why?”

“That’s a pretty cool story, Tex. Y’know, I can kinda see why you’d make it up,” Church said bitterly. “It sounds a hell of a lot better than ‘I was a shitty girlfriend!’ Oh yeah, and the fact that I remember dating you long before either of us even joined the army blows a pretty big hole in your ‘Church is an A.I.’ theory!”

Tex sighed. “That’s where you’re wrong, Church. You and I never dated. At least, not as we are. Your memories of meeting me, of growing up in Texas, aren’t your own. They’re Leonard Church’s memories.”

“And I’m Leonard Church. What part of this is confusing to you?”

“No, you’re not Leonard Church. Your real name is Alpha. All Smart A.I.s are based on a human mind, remember? Church is just the name of the man whose mind you were based on.”

“Bullshit…” Church spat.

“Believe me: the reason you don’t remember being Alpha is because all of those memories are in here,” Tex pointed down at Epsilon’s A.I. unit on the floor. “When you lost that, all you had left were Church’s memories…”

Tex paused, letting out a sad sigh before continuing. “You are right about one thing though. I do owe you an apology. I failed you. I crashed the Director’s flagship into Sidewinder just to save you, but I couldn’t even do that.”

“Huh. That’s funny. Because the way I remember it, you came to Sidewinder and killed all of my friends there. You beat Private Jimmy to death with his own skull for fuck’s sake!”

Tex looked at Church with some confusion for a moment. “I’m sorry, but that’s not physically possible. There was no Private Jimmy. There was never even a Blue Base in Sidewinder. When I finally found you, you were broken completely. You didn’t even know your own name! You couldn’t have possibly understood the context of what was happening, so it only makes sense that your broken mind created a scenario that you could comprehend.”

Church was silent, and his gaze suddenly grew distant. It seemed to Twilight that he was suddenly remembering something. “It just doesn’t make any sense…”

“Look, I know it’s hard to believe. Trust me, I wish I didn’t have to tell you,” Tex then moved her avatar in front of Church, so she could look him in the visor. “I know I haven’t always been good to you. I know I can be a mean bitch and pretty much everything that makes a shitty girlfriend, but throughout all of our time together, I’ve never lied to you. And I don’t plan on starting now.”

Church looked right back at her. “How do you expect me to just… accept this?”

“I don’t.”

“Then why should I believe you?”

Tex hesitated. “Because… sometimes you just need to have faith.”

Church was silent for a while before speaking. “Okay. Let’s just pretend for a moment that you’re right. If I’m an A.I., then what does that make you, Tex? You can do all of the same things that I can!”

Twilight looked at her, curious about this herself.

“I’m… complicated,” Tex said with a sigh. “Truth is, I’m not sure how to explain what I am. Just like the fragments, I’m a part of you, but… I’m different. I don’t know how else to say it, but right now that’s not important. All that matters now is that we get Epsilon to the right people.” Tex looked at Church as imploringly as a faceless M.I. could. “Are you with us?”

Church didn’t answer. He just stood there, looking as lost and uncertain as a faceless A.I. in armor could. After several silent seconds, Twilight decided this was her moment to step forward. “You know Church, I don’t think I’ve ever told you this, but… I really do consider you a friend.”

“Great. That makes everything better...” Church deadpanned.

“I’m serious!” Twilight put a hoof on Church’s arm. “Even though you can be a cynical, sarcastic, egotistical jerk sometimes, I just want you to know that… I’m here for you. So is Caboose. And Tucker. And all of my friends. I know you may scoff at what I’m about to say, but friendship really is magic! It’s an effective cure for almost anything! Even if you cast it off as stupid, I’m going to be here for you anyway, because… that’s what friendship’s all about!”

For a time, Twilight wasn’t sure whether she’d reached him, or if her speech about friendship had merely fallen on deaf, cynical ears as most things do with him. But then Church did something he hadn’t done since he’d learned he was the Alpha. He chuckled.

“Guess I should be thankful I’ve got such a fucking sappy alien horse as a friend, huh?” Church inquired warmly.

Twilight smiled, and for the first time since entering the cold depths of the A.I. storage facility, she started to think that everything was going to be okay.

At least until the alarm sounded.

“Okay you two, we can be sentimental later,” Tex said. “Right now, let’s take Epsilon and get the hell out of here!”

For what may have been the first time ever, Tex and Twilight agreed.


As alarms continued to blare throughout Freelancer Central Command, Twilight, Church and Tex all raced into the control room where the rest of their group was waiting.

“What in Sam Hill’s goin’ on?” Sarge and Applejack asked together. The pair of them exchanged a confused look at the sound of their echo.

“The inner-facilities’ alarm has been tripped,” Tex said, hopping back into Sunny. “But we have what we came for.”

The group all looked at Church, who was holding the Epsilon unit.

“Ooooh is that Alpha?” Pinkie asked.

“Oh good… it’s not as scary as I imagined it,” Fluttershy sighed with relief.

Pinkie got right up close and personal with the A.I. unit in Church’s hands. “Hello! You sure are glowy and weird!”

“Pinkie! You can’t just call someone ‘glowy and weird.’ That’s racist!” Rainbow Dash looked up at the human she learned the word from for verification. “Right, Tucker?”

Tucker sighed as Caboose stepped beside Pinkie. “Quick! Ask it if it likes peanuts!”

“It sure does have an interesting aesthetic,” Rarity said, also scooting closer to get another look at Epsilon.

“I like the glowing part!” Donut exclaimed, doing the same.

“I’m kinda disappointed that it’s mostly blue…” Sarge grumbled, stepping behind Donut.

Church took a step back from all of the eager ponies and armored humans gathering around him, holding Epsilon protectively. “Whoa, guys! This isn’t Alpha. This is Epsilon.”

Rainbow Dash leaned over to Tucker and whispered, “Who’s Epsilon?”

“I dunno. I can’t keep track of half of this Freelancer stuff. Shit’s confusing.”

Applejack raised a hoof. “So, if that ain’t Alpha, then where…?”

“It’s Church,” Caboose stated immediately. “C’mon, it’s so obvious!”

“I’m not even gonna ask how you came up with that, Caboose, but yeah. I’m an A.I. apparently,” Church said.

The silence that followed had such presence that it could very well have taken physical form. As was usually the case, it was broken by Pinkie. “Mind… blown!

Church looked over at Tex. “Yeah, I still don’t entirely buy that, but I’ll humor you until we get out of this.”

“On that note, how are we getting out?” Twilight asked. “Something tells me we can’t just backtrack to the ship.”

Sunny shook her head. “Now that the alarm’s been sounded in the inner facilities, everything’s going to be heavily locked down. Our best bet will be to get back to the surface and reach the ship that way.”

With an electric swish, Tucker activated his energy sword. “Then what the fuck are we waiting for?”

Rather than move out, the room looked at Tucker quizzically.

“Was there a reason you pulled your sword out just now?” Rarity asked, looking up at Tucker through narrowed lids.

“Uh, because it made what I said sound cooler?”

“Eesh, get with the program, Rarity!” Rainbow added. “If I had a glowing sword, I’d pull it out any time I said anything!”

While her friends bickered, Twilight pulled her radio headset out of her pocket dimension and put it on. She still had to make sure the other half of their assault team was ready to move out as well. As she did so, she noticed Sunny attach another device with a blinking red light to the wall.

“Hello? Reynard? We’re coming up to… regroup,” Twilight said, trying her best to imitate the radio protocol she’d seen the others use. “What is your… state of affairs? Copy? Thank you.”

When Twilight received no response, she assumed that her radio etiquette wasn’t good enough. “Soldier Reynard? Are you receiving this… broadcast? What is… your… current… trajectory? Over?”

After a few more seconds of static, Twilight was about to make another, more indecipherable attempt at contact when she received a response. However, it was not from who she was trying to reach.

Twilight? Is that you?” Captain Mike Mogar’s Jersey rasp swam through her ears. “Why the fuck are you talking like that?

“I. Don’t. Know… Over.”

Well, shit’s fucked up here! Reynard got taken out!

The news caused Twilight to drop her attempts at radio etiquette entirely. “What?! How?”

I don’t know! One minute his guys were bringing the ruckus as planned, then someone inside his bunker blew them all to shit!

Twilight swallowed a lump in her throat. She’d already felt bad enough that they were using the two sim squads as a distraction, but now that a bunch of them died fulfilling that role…

“What about you? Are you okay?” Twilight asked desperately.

These Freelancer bustas are pushing our shit in now that Reynard isn’t covering us!” A particularly loud blast dominated the transmission. “Oh shit!” The sounds of gunfire that had occupied the background suddenly increased tenfold. “FUCK YOU, COPPAS! FUCK YOUUUUUUUU!

Mike’s voice abruptly cut out... and all Twilight could hear was static.


Jenkins let out a sigh, resigning himself to another boring day guarding the motor pool. The day had actually been more eventful than usual for Freelancer Command, what with the two squads of sim troopers stirring up trouble on the surface. And then there was the apparent security breach in A.I. storage. Unfortunately, the action didn’t extend to where the vehicles were kept. What Jenkins wouldn’t give for a chance at a couple of intruders.

“Stay alert, soldier!” a firm, yet strangely dorky female voice ordered.

Since there was only one woman that Jenkins interacted with on a regular basis while on duty, the gray soldier turned around and saluted. “Yes, Captain Osgoode!”

The sight of a familiar purple equine figure standing in the entrance to the motor pool served to remind Jenkins that Captain Osgoode had, in fact, departed for a mission on board the Mother of Invention.

“Oh, it’s you…” Jenkins relaxed his posture, relieved not to be in the presence of a commanding officer. If he recalled, the little unicorn was going through a gender identity crisis the last time they met, and decided it wouldn’t hurt to say something to boost her confidence. “I must say, you’re looking very pretty today!”

The unicorn’s horn had been glowing and she appeared to have been concentrating, but all at once stopped as a look of surprise adorned her face. “Oh… uh, thanks?” she said, turning a little red.

“Yeah, have you had work done?”

“No, this is how I’ve always looked.”

“Hey, it’s great that you’re embracing who you really are,” Jenkins smiled. She’s made so much progress. “I’m real proud of you!”

“Aw, thanks!” She smiled, blushing even more.

Just then, a harsh male voice whispered from somewhere. “Twilight, I know friendship is kinda your thing, but you’re supposed to knock him out, not be friends with him!”

Suddenly remembering herself, the unicorn gasped and her horn started glowing again. “Sorry, Mr. Soldier, but I have to knock you unconscious now!”

Jenkins shrugged. “Hey, transitioning between genders is hard, so you do whatever you need to make it easier for you.”

Twilight cast the sleeping spell, and in a matter of seconds the man whose CO she had impersonated when she was first here collapsed to the floor, snoring softly.

“Okay, all clear!” Twilight called back.

Church was the first one to enter the large garage. “Transitioning between genders? Twilight, is there something you want to tell us?”

“What? No!”

Tucker came in next. “Well, we already learned that Church is an A.I. today. Now’s as good a time as any to tell us you’re really a dude!”

Pinkie bounced in after him. “Ooh! This means we get to throw a ‘Twilight is transgender and we’re okay with that’ party!”

“But I’m not transgender!” Twilight all but shouted.

At that, Donut promptly grabbed her in a crushing hug and slowly stroked her mane. “Shhh… denial is the first step, but we’ll get through this together!” he whispered emotionally.

“I’d like to continue the mission now,” Twilight deadpanned within Donut’s grasp.

“We can be beautiful girls together!”

“Church, Tucker, Caboose, hop in a Warthog!” Tex ordered as she and Sunny entered the room with the rest of the group.

Twilight heard the yelling of soldiers down the hallway, but Sunny quickly cut them off by pushing a few buttons on a control console, shutting the door they all came in through.

“You three are going to get Epsilon to the ship. Nav points are in your HUD,” Tex continued. She then turned to address the six ponies and two Reds. “The rest of you need to cover their escape. Freelancer forces are going to be on us as soon as we open that door.”

“Uh, what exactly are we meant to cover them with, dear?” Rarity asked.

Tex said nothing, but Sunny walked over to a nearby crate with several rifles stacked against it. “These assault rifles don’t have trigger guards. You should be able to operate them with your hooves.”

Sunny tossed a rifle to Twilight, who winced and caught it in her telekinetic aura. “Um… you don’t expect us to…” Twilight gulped, “kill anything, do you?”

“I expect you to do what it takes to complete our mission,” Tex stated. “Once Blue Team reaches the ship, they’re going to bring it around and provide extraction. Synch?”

“Kitchen or bathroom?” Caboose asked.

“Never mind.”

“What exactly will you be doin’ then, missy?” Sarge asked.

“Tex and I need to make sure Command can’t track us down after we’ve escaped,” Sunny explained.

“How are you gonna do that?” Church asked. “Does Project Freelancer have some kind of failsafe you can activate?”

“Well, this facility does have an electromagnetic pulse that can wipe out all electronics within a one-hundred mile radius,” Tex said. “But since that runs the huge risk of destroying Epsilon—not to mention Alpha—Sunny and I decided we’re just going to blow the fuck out of this place with the C4 we brought.”

“Ah.”

“Okay, you have your orders people and ponies!” Sunny proclaimed. “Let’s get going!”

Tucker and Church approached the nearest Warthog and climbed into the driver and passenger seat respectively, the latter holding on to Epsilon. Caboose took a look at the rather large rear mounted gun before climbing up.

“Oh man… this jeep has a really big gun!”

“Shut up and get on, Caboose!” Tucker ordered.

As Caboose did exactly that, Twilight couldn’t help but notice Caboose had a point. The mounted gun on the back of the Blues’ Warthog looked significantly different than the usual chaingun. This one looked more like a cannon. Twilight didn’t linger on the abnormality though, and shifted her attention to the assault rifles next to the large green crate.

Her horn glowed, and Twilight picked up five more of the automatic weapons from the stack in her magic. One by one, the rifles all floated into the tentative hooves of her friends. Twilight was immediately reminded of the way she’d distributed the Elements of Harmony among them in the past. This felt wrong though. The Elements were tools of purification: harmony in physical forms. The tools they had now were designed only to kill as efficiently as possible.

Once everyone was ready, Sarge approached a control panel beside the large garage door leading to the outer facilities. Sunny got up against the wall on the other side, hefting the bag of explosives on her back. She then noticed the other six ponies all sitting in the middle of the garage, holding their rifles awkwardly.

“You guys might wanna get to cover!” she shouted, and the six mares ran for whatever crates and vehicles they could in a very disorganized manner.

Sarge, meanwhile, was ready at the door controls. “TODAY IS A GOOD DAY TO…” Sarge pressed the button and the garage door began to gradually rise, “open the garage door slowly and wait.”

Light from outside poured into the motor pool as the door continued to rise, and soon enough several squads of gray Freelancer soldiers could clearly be seen.

“ATTAAAAAAAACK!” Sarge yelled, leaning out from beside the door and putting shotgun shells into the nearest Recovery Agent.

Donut fired out onto the plains with his Battle Rifle. After a few moments of trepidation, Twilight and her friends took aim with their weapons. The trigger was a lot tighter than Twilight had expected, and she had to exert quite a lot of pressure on it. The recoil nearly sent her tumbling over backwards, and she had to let off a bit to find a sturdier position. When she was ready, Twilight fired again. She had to keep compensating in order to keep herself from simply shooting the ceiling, but most of her bullets managed to find their way out the door into the field of Freelancer’s men.

Twilight’s friends all seemed to be having similar problems, but soon enough they were all unleashing fire on the Freelancer squads outside. Their shots weren’t exactly accurate, but the sheer number of bullets flying their way caused the men and women of Project Freelancer to scatter and take cover behind the rocks and hills outside.

“There’s your opening! Go!” Tex yelled.

Tucker drove the Warthog with his companions out into the open, and Sunny followed closely behind, using the vehicle as cover. The Blues made a right turn to head for the airstrip, and Sunny went left, headed for a nearby bunker. Twilight silently wished Church and the others Celestiaspeed. The sooner they got back with the ship, the sooner she could drop this assault rifle. Then it would all be finally over.


Church looked around at the dry plains and the occasional rock that made up the landscape surrounding Freelancer Command. Fortified bunkers with gray troops pouring out of them whooshed by, but their Warthog was going too fast for them to do any real damage. At the very least, the tense situation proved to be a nice distraction from the existential crisis Church was currently going through.

It seemed impossible to think that Church wasn’t really who he was. That everything he knew and remembered had just been a fabrication as part of truly sick experiments. Every part of Church just wanted to fight it, but some voice deep inside him kept whispering: what if she’s right?

All of a sudden, Tucker slammed on the brakes as another Warthog pulled up in front of them. The jeep was carrying three Freelancer troops, all of whom turned their weapons on the three Blues. The sight of the rear mounted chaingun beginning to rotate caused Church to panic.

“Caboose! Take care of them!”

“Okay!” the dim man said, and a loud boom came from their own rear mounted gun and a projectile traveling at lightening speed collided with the enemy Warthog, blowing it and the soldiers operating it to pieces.

“Aw, did you see that? Trigger was a little sticky. This jeep sucks!” Caboose complained.

Tucker and Church just stared at the burning remains of the jeep ahead of them in stunned silence.

“Wow… I never thought I’d see the day where Caboose actually killed someone that wasn’t on his team!” Church exclaimed.

“Yeah, and the sky isn’t falling or anything!” Tucker added as he stepped on the gas.

“Yep… Yeah I’m pretty good!” Caboose said.

Oddly enough, the Blues’ Warthog remained in place. Even as all four of its wheels spun along the ground, the vehicle made no forward progress.

“Uh… Tucker? Why aren’t we moving?” Church asked.

“I don’t know!” Tucker exclaimed, his voice growing in pitch as panic entered it. “The engine still works, I just can’t get it to move!”

“Did you shift the gear?”

Tucker gave an exaggerated shrug of his arms. “Oh of course! That’s the issue! I have it in park! Thanks Church, what would I ever do without your fucking expertise?” Tucker lowered his arms and with them his sarcastic tone as he checked the dashboard in a desperate effort to find out what was wrong.

“Well fuck, you don’t have to be a dick about it!”

The source of the problem soon made itself known with a loud, distorted growl. Holding their collective breaths, the three Blues looked over their shoulders to the source of the terrifying sound. A large soldier with a domed helmet was holding the Warthog by the rear bumper as Tucker’s foot continued to press down uselessly on the gas pedal.

“Oh fuck…”

With a snarl, the Meta lifted the rear end of the Warthog into the air and then proceeded to flip the entire vehicle sideways. Church, Tucker and Caboose spilled out of the jeep as it rolled, landing in a painful heap on the ground. Church was only slightly disoriented, but he began to panic as soon as he realized… he was no longer holding onto Epsilon.

Sitting up, Church frantically looked around for the A.I. unit. Fortunately, it didn’t take him very long to spot it. Unfortunately, it was in the Meta’s hands. As the monster reached around to attach the A.I. unit to its armor, it let out a series of snarls that sounded a little too close to a sinister laugh.


“I-I-I-I-I-I so-o-ound so-o-o-o-o-o-o-o-o-o-o si-i-i-i-i-i-i-i-i-i-i-i-i-illy-y-y-y-y-y-y-y-y-y-y-y-y-y-y-y!” Pinkie Pie giggled as she unloaded an entire clip out the garage door where Project Freelancer’s soldiers were taking cover. Pinkie had gotten quite good at wantonly firing the assault rifle in her hooves, but it seemed to be more out of a desire to play with the recoil than it was to actually participate in the battle.

Twilight sighed, frustrated that her pink friend couldn’t even take wielding an advanced death machine seriously. Sharing the left flank with Pinkie, Fluttershy had her eyes clamped shut as she fired her own assault rifle in tiny bursts, flinching every time she did so. Twilight had half a mind to berate her for how unsafe that was, but since Fluttershy was positioned further up than the rest of them, the chances of friendly fire were slim.

“Mine’s not working!” Rainbow Dash loudly complained for what must have been the fifth time. The prismatic pegasus was taking cover behind a crate on the right flank opposite to Pinkie and Fluttershy. Indeed, Rainbow’s rifle only clicked when she tried to pull the trigger.

“You have to swap out the pack, dear,” Rarity calmly explained as she fired her own rifle one crate behind Dash. The fashionista had become quite proficient at reloading, using her fine control of telekinesis to dexterously swap out empty mags for fresh ones. Rarity didn’t seem to care for the actual “shooting” part quite as much.

As Rainbow Dash struggled to figure out how to reload her own weapon, Twilight glanced over at Applejack. The unicorn and the earth pony were the furthest back of the group and were using the same parked Warthog as cover. The farmpony was the only one who managed to keep a straight, serious face while shooting.

“I hope Church and the others get here before the enemy figures out we have no idea what we’re doing,” Twilight stated, surprisingly calm all things considered. Applejack nodded once in agreement before continuing to fire out into the compound.

“Keep up the pressure! They’re advancing on us!” Sarge shouted from his position to the left of the garage door. Sure enough, one good look across the field outside confirmed that the dozens of gray armored soldiers had left their positions of cover and were slowly moving forward.

“C’mon! Put yer backs into it, ladies!”

“Can do, Sarge!” Donut cheerfully exclaimed from his position right of the door. He then started grunting rigorously as he continued taking shots with his Battle Rifle.

The six ponies and pair of Reds kept sending more bullets out, but the line of gray soldiers kept creeping forward like a slow tide. Soon, they were close enough that their own shots were actually getting close to the mark, and Twilight and the others soon found themselves ducking for cover more often than they could shoot. They were losing the upper hand, and both sides knew it. The Freelancer forces continued to press the attack while the ponies could only hide as bullets flew all around them.

The cacophony of gunfire was suddenly interrupted by a loud, terrifying sound. The men and women of Project Freelancer stopped firing as something let out a distant feral roar. Slowly, the soldiers in gray all turned and looked at something off in the distance to the right of the vehicle storage.

“Primary target has arrived!” one soldier’s voice echoed across the plains. “Engage! Engage!”

Just like that, the half a dozen squads that had been descending on the group of ponies and humans ran in the direction of the noise. Soon, the wide open space outside the garage door was empty.

“What in the name of my diddling priest is going on?” Sarge asked.

Twilight decided to take initiative. “I’ll take a look,” she said, getting out from behind the cover of the Warthog and making her way to the door.

“Not alone you ain’t!” Applejack said, following her. The other four ponies got out from behind their respective pieces of cover to come along.

“Sarge, you and Donut stay here!” Twilight said.

“By all means, you gals can deal with whatever shit’s out there!” Sarge said.

“Good luuuuuck!” Donut sang cheerfully.

The six ponies cantered out of the motor pool and took a right in the direction of the noise. They could hear the sound of explosions accompanied by screaming. Twilight had a very bad feeling about this. The six crested a hill and found themselves looking down onto a massacre. Gray armored soldiers fell left and right as fiery blasts lit up the field below. In the center of it all was a familiar figure in white armor.

“The Meta…” Rainbow Dash’s voice turned dangerously low.

The creature was covered in brightly glowing overshields from head to toe, deflecting what little resistance Project Freelancer’s troops were able to offer. When no more of the gray soldiers were left standing, the Meta clutched its domed head and let out another terrifying roar. This wasn’t just the distorted low growl the girls were used to hearing, but a loud, agonized roar that shook Twilight to the core.

“Something’s wrong with it…” Twilight realized.

The Meta fell to one knee clutching its head and roaring as every power it had seemed to go off at once. Its overshields flickered like a dying bulb as electric sparks arced in every direction. The Meta faded in and out of the visible spectrum while its armor shifted between dozens of colors and patterns at once. Then Twilight noticed the A.I.s. Each of the colorful spectral figures clutched their head in agony, mirroring the twisted soldier. That was when Twilight heard the voices.

No! Allison! Please... No!
Allison! Allison!

Allison! Allison!
Allison! No! Allison! No!

Allison! Allison! Allison! Allison! Allison! Allison! Don't say goodbye...

Allison! Allison! No!

Allison! Allison! Allison!
No! Allison! Allison! Allison!

Allison! Allison! No!

Allison! Allison! Allison!
Allison! Allison! Allison!

Allison! Allison! Allison!

Allison! No! Allison!

Allison! No! Allison! Allison!

Allison! No!

Allison! Allison! Allison!

No! Allison! Allison!

Allison! Allison!
Allison! Allison! Allison!

No! Allison!

Allison! Allison! Allison!
No! Allison! Allison!

Allison! Allison!

Allison! No!

I hate goodbyes... Allison!

Allison! Allison! Allison!

Allison! Allison! Allison!

Allison! Allison! Allison!

Allison! Allison!

Allison! No! Allison!

No! Allison!

Of course something’s wrong with it! It was at that moment that Twilight realized with a newfound sense of horror just what she was truly looking at. The Meta wasn’t just any ordinary monster, but one made up of the fragments of Church’s broken mind: The living embodiment of the sheer wrongness of what had been done to him.

With another agonized roar, the Meta began firing explosive blasts from its twisted weapon. There was no method to the Meta’s attacks: it was just trying to destroy everything. One grenade struck a little too close to the ponies, forcing them to duck behind the hill they stood upon.

“W-what do we do?” Fluttershy whimpered, shaking as if there were an earthquake inside her.

As far as Twilight was concerned, there was only one thing for them to do. She may not be able to undo what Project Freelancer had done to her friend, but if Twilight could at least fix this

“It’s simple.” Twilight tossed aside the assault rifle in her hooves. “We stop the Meta. Once and for all!”

Twilight’s horn glowed as she reached into her pocket dimension and pulled out five golden necklaces and a tiara. One by one she passed them out to her friends, who each discarded their rifle in favor of their Element. Applejack took Honesty, Rarity took Generosity, Pinkie Pie took Laughter, Fluttershy took Kindness, and Rainbow Dash took Loyalty. Finally, Twilight placed Magic on her head and together the six mares rose atop the hill and looked down at the Meta raging below.

With a sense of indescribable familiarity—like getting back onto her old bicycle—Twilight activated her Element, and it in turn activated those of her friends. Twilight closed her eyes as she was overcome by a wave of calm and serenity. She felt gravity lose all meaning as she was lifted into the air. The Meta let out another fearsome roar and fired more grenades at the six wielders of Harmony, but Magic produced a shield that protected them with ease.

Then Twilight opened her eyes, and she could see into the very nature of her opponent’s soul. It was a dark and twisted thing, and could hardly be said to have been there at all, but buried deep beneath it was a person: Maine. Twilight felt the same as when she and her friends had first used the Elements against Nightmare Moon; she felt pity for the person buried beneath the darkness.

And so, Twilight set about freeing that person. She fired a burst of purifying energy of all colors in the spectrum, and then Twilight was everything. She was each of her five friends, and she was Agent Maine on the ground below them. She was the rocks, the trees and the dirt all around them. She was the wind and the sky. She was the very stars themselves. She could see through time and space and could touch the firmaments of reality. The Meta roared as it was hit by the purifying wave, but even this was insignificant.

Eternity passed in the blink of an eye, and then Twilight felt herself returning to her body again. Slowly, the six ponies were gently set back down atop the hill they had stood on. They looked down to where the Meta stood in time to see the great armored figure collapse to the ground. Above it, the ethereal figures of the A.I. fragments rose into the sky and vanished. Twilight watched as Delta faded away to nothing. Gamma followed him, then Sigma. Omega looked at Pinkie Pie gratefully, and the pink pony smiled before he vanished too. The last figure to fade away was a glowing figure in cobalt blue holding a sniper rifle. He nodded at Twilight before passing.

A moment passed, then another. It suddenly occurred to Twilight just how quiet the Freelancer compound had become. Still wearing their Elements, the six ponies descended the hill and approached the still form of the Meta… of Agent Maine.

“Is it… dead?” Rarity asked, carefully eyeing the still figure.

“I don’t think so,” Twilight said, taking a step closer. “Removing all of those A.I.s like that probably just caused a shock to his nervous system. He’s just unconscious.”

This news caused most of the ponies to take a couple of steps away from the still armored form. Still, Twilight couldn’t help but let out a very relieved breath. It was finally over.

“What in the fuck was that???” a voice yelled in the distance.

Twilight looked and saw Tucker sprinting towards them, followed closely by Caboose and Church.

“Now that… was a big rainbow explosion,” Caboose stated once they arrived. “Did anyone get a picture or slow motion video?”

“Yeah, what the fuck did you guys do?” Church asked.

“We just beat the Meta. No need to thank us!” Rainbow Dash said, nonchalantly crossing her forelegs. “But don’t be discouraged from doing so if you really wanna.”

“Okay, so where’s Epsilon?”

Twilight froze all but her head, which slowly swiveled to meet Church’s gaze. “You mean you don’t have it?”

“No, the Meta took it. That’s probably why it went nuts!”

Pupils shrinking, Twilight’s head slowly swiveled the other way to meet the gaze of her friends. “Uh oh…”

Their worrying train of thought was brought short by several distant explosions in quick succession. Looking around, Twilight noticed that several buildings in the distance had been replaced with columns of black smoke.

“C’mon, y’all. Let’s get back to the car barn!” Applejack suggested, and together the group of ponies and Blues made their way back to their planned extraction point.

They met Sarge and Donut as they arrived in front of the garage door, and in short order Sunny came galloping in from the distance.

“What’s going on? Why haven’t you guys brought the ship?” she asked.

“Yeah, about that…” Church rubbed the back of his helmet as he explained exactly what had happened with the Meta.

Tex appeared after he was done. “Okay, so where’s Epsilon?”

Twilight took a breath. “Well, from what I can tell, the Elements of Harmony work two ways: if the target is simply disharmonious in nature, the Elements put them in stone.”

“Like Discord?” Pinkie asked.

“Yes.” Twilight continued, “If, however, the target of the Elements is being corrupted by some other entity—or entities—then that corrupting influence is uh… destroyed.” Twilight swallowed. “The A.I. fragments were corrupting Agent Maine, so…”

“Let me get this straight: the Epsilon A.I.—as well as every other fragment that could be proof of the Director’s wrongdoing—were destroyed by your magical artifacts?” The fury growing in the little M.I. was palpable.

Twilight could only squeak and nod her head once as her ears wilted.

“Dammit! What the hell is wrong with you?!? You had one job!

Twilight didn’t like being berated by Tex, but she had every right to be angry. It must have been frustrating to come so close to her goal, only to fail at the last moment.

“So that’s it then? We failed?” Church asked.

“That’s certainly anti-climatic…” Sarge grumbled. “I can almost hear Grif’s lazy voice suggesting we give up and go home. DAMMIT GRIF, JUST SHUT UP!”

“So, we came to this planet, nearly died numerous times…” Applejack started.

“Got shot in the wing!” Rainbow Dash added.

“Watched people die…” Rarity said.

“Found people dead…” Fluttershy said.

“Got trapped in a hole!” Pinkie Pie cheerfully added.

“... Jus’ to fail at the end?” Applejack asked. “It jus’ don’ seem right...”

Reynard and Mogar died for nothing, Twilight suddenly realized, her throat clenching up.

“Not necessarily,” Tex said, as if reading Twilight’s thoughts. “Church, when we found Epsilon, you said you saw flashes, right?”

“Yeah, it was like, sending images to my brain or something,” Church answered.

“Those weren’t just images. They were memories,” Tex said, and all at once a ray of hope filled Twilight’s mind. “It’s possible that you reclaimed some of your memories as Alpha!”

“Yeah, I don’t know. I still don’t exactly remember anything different.”

“Remember, those memories were what made Epsilon go insane in the first place. Unlocking them isn’t going to be easy,” Tex sighed. “It’ll take time.”

That made Twilight worried. “How much time?”

“Months. Maybe years.”

“Well, we don’t have that much time,” Twilight said, remembering the Mother of Invention. She wouldn’t have been surprised if Project Freelancer had already started their attack on Equestria by now. “Tex, isn’t there any other way we can stop Project Freelancer?”

Tex was quiet for a long time as she stared at Twilight contemplatively. Finally, she turned to the pony beside her. “It’s Rarity, right?” Rarity nodded. “Still think you can track down CT?”

“Assuming he still has the Fire Ruby, yes. But how will that help?”

Tex’s figure paced through the air in front of the gathered ponies, Reds, and Blues. “For starters, we need to get back to Equestria, and we can’t exactly get back the same way you did last time,” Tex nodded at Twilight and Church. “But what we really need is the information CT found.”

“What information?” Church asked.

“If we can’t get evidence on what the Director did to Church, we’ll have to find something on his other major crime. Twilight, haven’t you wondered exactly why Project Freelancer tried so hard to apprehend you the first time you were here?”

Twilight had definitely wondered that on more than one occasion, but she still had no idea.

“The Director knew that if the Oversight Committee found you first, it might lead them to Equestria. If we can prove that Project Freelancer made illegal contact with an undiscovered alien race, we can put them away.”

“And how do we do that?” Twilight asked.

“We find the evidence that proves it… in Equestria.”


Although she kept up a facade of calm and serenity, Princess Celestia had a storm of anxiety raging through her as she stepped back into the throne room, her guards closing the towering double doors behind her. She had been tending to day court, hearing the requests of the common ponies of Equestria when the messenger arrived bearing the familiar alien device. Celestia had no choice but to adjourn day court prematurely for the day.

Her attendant, the cream bespectacled unicorn named Raven, helped usher out the ponies lined up in the throne room to see her. Feeling a little guilty that the petitioners waiting outside the throne room doors would not even get a chance to look at her after traveling so far, Princess Celestia had briefly exited the throne room to personally inform them of the day court’s cancellation.

As the disheartened masses reluctantly (but obediently) dispersed, Celestia thought she caught a glimpse of a familiar red and yellow mane beneath a ragged cloak. The familiar form was gone just as quickly as it had appeared, however. The appearance of the alien trinket was causing many painful memories to resurface, it would seem.

Celestia returned to her throne, where the little black datapad was waiting along with two more guards as well as Raven and Spike.

“Uh, what’s going on, Princess?” Spike asked.

The baby dragon had wanted to see what day court was like while Washington, Grif, and Simmons were training her troops. Celestia had assured him he would find it to be a dull affair, but Spike had insisted. The sight of the little dragon fighting a losing battle against his drooping eyelids had at least brought some amusement to the monotony of day court. Now, Spike’s concern only added to Celestia’s own.

“It looks like our enemy is trying to make contact,” Celestia answered neutrally as she picked up the little black datapad in her golden aura.

Images of ponies and monsters looked down at her from the stained-glass windows as Celestia touched the button to activate the device. Nothing to do now but hope for the best and expect the worst.

Why hello, Princess Celestia,” a voice came through the datapad’s speakers. It was a smooth, deep voice with a sophisticated southern drawl. One Celestia had almost forgotten, and recognized instantly.

“Director…”

An image appeared on the datapad’s screen, and a familiar face joined the familiar voice. The Director of Project Freelancer stood in a dark control room, holographic terminals casting his wrinkled, bearded face in shadows. His eyes were obscured by the glint of light off of his glasses.

Yes. I realize it has been far too long since we last met, Celestia. Though I cannot help but notice the lack of warmth I’ve come to equate with you.

“What do you want?” Celestia asked, even though she already knew the answer.

Why, I want what we made, of course.”

“You can’t have it. It isn’t yours to take.”

It is as much mine as it is yours!” the Director’s voice rose to anger, but the man quickly collected himself. “You had no objections to my research before. What has caused this sudden change of heart?

“I know what you did,” Celestia stated, glaring firmly back at the image on the datapad. “CT told me everything. I saw it with my own eyes!”

The Director appraised the Princess silently for a few moments. “So you would let your conscience prevail over what is needed. And here I thought you and I were of a kindred spirit,” the Director shook his head. “How very disappointing.

The Director’s image on the datapad suddenly vanished, replaced by what appeared to be an aerial view of a mountain and the land surrounding it. As she looked closer, Celestia realized that she was looking at Canterlot.

What you are seeing now is the view of your capital from the targeting computer of the Mother of Invention’s Mass Accelerator Cannon,” the image of the Director returned, and his mouth curved ever so slightly upward. “Perhaps now you see the cost of letting your conscience take precedence?

Celestia’s calm mask began to slip as she realized just exactly what was happening. Slowly, her brow began to lower and her neutral expression became a glare. Her tone became dangerously low. “You wouldn’t dare…”

That is where you and I differ: I am able and willing to make the hard yet necessary choices. Are you?”

Celestia’s righteous anger began to give way to fear as it became more and more apparent that she was helpless. It wasn’t a feeling she had felt in a very long time.

“I don’t have it anymore! I don’t even know where it is!” Celestia exclaimed, all but pleading.

The Director considered this for a few agonizing moments. “Then I suppose we’ll just have to find it, then. Since my former top agent appears to be in your employ, I suggest you contact him about this new development. Considering that no one is going to be entering or leaving Canterlot for some time, you’ll need someone to locate our wayward experiment.

Celestia just looked at the image on the tiny screen with desperation. It was as if she was searching for something, but couldn’t find it. “Church... don’t. Do this. This isn’t you.”

Director Church looked right back at her. “You have forty-eight hours.

With that, the image of the Director disappeared, and Celestia was looking at a blank screen. It was a reflection of her mind. For the first time in a millenium, Celestia didn’t know what to do. It took the Princess some time to remember that she wasn’t alone. Raven, the guards, and Spike were all looking at her with uncertainty on their faces. Celestia then heard faint hooffalls as somepony approached behind her. Celestia didn’t even have to turn around to know that the dusk blue alicorn was standing there, a firm demanding look on her face.

Celestia looked down and gave a defeated sigh, her composure finally falling to reveal just how weary she truly was. “You’re right, Luna. I’m so sorry. I should have told you from the beginning.”

Celestia turned to look her sister in the eye. “It’s past time I explained… everything.”

Author's Note:

And there you have it! Two down, one to go! Unfortunately, I've enlisted in the Canadian Armed Forces, so I'm going to have to go dark for the next 4 years or so.

Pfft... Gotcha! I'm sorry, I couldn't resist! Seriously though, with the completion of Act 2, I'm going to be taking a much needed break from this story for a little while. I'll probably start up again sometime within the first months of 2015, but considering what my work schedule will be like, I don't know exactly when that will be. Make no mistake though: I'm very excited for what the third and final Act has in store and am very much looking forward to writing it! By hook or by crook, I'm going to finish this story!

I'd like to once again give thanks to my editors, BradtheBrony and Rough Draft

Next time: Questions are answered and more are raised!

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