• Published 12th Dec 2013
  • 9,589 Views, 562 Comments

A Friend In Need - sopchoppy

Something has happened and Twilight finds herself in a strange and dark new world. The Bipeds here have strange magic, advanced technology, and a lot of problems. She needs a few friends, and they just might need her. WORM crossover.

  • ...


Warning - spoilers for Worm throughout this story, you might want to check it out before reading further.

The last thing Twilight remembered was the world going white. Something about elements, about a moon, but it was all scattered, fuzzy.

Something went wrong, she thought as she tried to keep herself from hyperventilating. Princess Ce…Celes….Princess Celestia!

She let out a breath of relief as the name finally came to her. Princess Celestia, I have to help her…do something about a moon or a nightmare…argh why can’t I remember?! Okay, don’t panic, don’t panic - Organize! Princess Celestia is counting on you.

Taking a deep breath Twilight looked around herself and found a broken piece of wood. A light purple glow surrounded the wood for a few moments before it popped and was replaced by possibly the most important things one could have in a emergency: a scroll, quill, and a bottle of ink. Twilight let out a breath of relief and started her checklist.


1.) Create checklist
2.) Stay Calm
3.) Check for injuries
4.) Determine current location
5.) Find Princess Celestia
6.) Help Princess Celestia
7.) Avoid being sent back to magic kindergarten

With a satisfied nod she checked off the first item, and with some hesitation checked off the second. Looking over herself she didn’t notice any injuries besides her obvious memory problems and checked that item off as well. Her mood improving with each item that got one of those oh so satisfying checks next to it, she rolled the parchment up and stuffed it and the other supplies in her saddle bag.

Now to Determine my location.

Twilight looked around and determined quickly that wherever she was, it was nowhere she had ever been, or at least could remember being. It looked like a someone had taken the port area of Manehatten and decided it would look better with no ponies and about 30 years of dirt thrown on top of it.

Did I time travel?!

Twilight’s heart started to speed up at the thought before she reigned it in.

I can’t jump to any conclusions, I need more facts.

Looking closer she quickly discarded the idea that she had time traveled to some grim post-apocalyptic Manehatten. While roughly similar, the architecture was different and…strange somehow…the proportions were wrong. All the windows and doors looked about a third too tall, and maybe not quite as wide as they should be for their height. More oddities started to make themselves apparent as she looked.

Why are the streets so wi-

The thought cut off as she glanced upwards and stared in shock at the sky. Twilight had studied the stars for most of her life, and while she wouldn’t call herself an astronomer she knew enough. They were dim and hard to see against the light of the city, but those weren’t Equestria’s stars.

She didn’t know how long it took her to calm down again, but putting a big star next to item number 4 on her checklist had helped. Getting her hooves back under her she set off down the abandoned street in the direction that seemed to be casting the most light pollution. She noticed some signs that the area wasn't completely abandoned. Fresh garbage in an alley, a stray dog skittering around a corner, but nothing she saw indicated that this was an area where she would find help.

If she felt a little bad for labeling the area without first talking to anypony that lived here, that guilt disappeared when she heard the scream. It startled her bad enough that she teleported herself to the roof of the nearest building before she fully realized what she was doing. More screams followed and after getting her bearings, she turned in the direction the panicked yelling. Bursts of fire were reaching over the rooftops from a few streets over.

I have no idea what is going on, but it sounds like Somepony needs help!

Another teleport brought her to the roof closest to where she had seen the fire and her ideas of helping took a momentary back seat to shock. Dozens of strange bipedal creatures were yelling and running around in panic while the largest one threw flames from its forelimbs into the sky. As intimidating as the large biped was it didn’t seem like the others were running from him specifically. They looked frantic, running in circles and slapping themselves as if they were being attacked by an unseen opponent.

Her shock induced observation was derailed when the big biped suddenly exploded. What emerged from the explosion was a monstrous version of the fleeing bipeds, it was on fire, and it was looking directly at her. The flaming creature leaped directly towards her and Twilight was briefly terrified beyond the capacity for rational thought.

I wouldn’t have thought their build would enable such a leap, was the unicorn’s first somewhat unhelpful thought. Just before the frightening visage descended on her she winked out of existence and promptly collided with something as she reappeared on top of the building across from where she had been.

“Oppf!” Twilight grunted as her hooves went flying and her legs got tangled with what was definitely a someone rather than a something. An inarticulate shout of rage echoed from the building across the street as the creature sent a jet of flame over the the roof she had just left. Closer at hand she finally freed herself from whoever she had gotten entangled with and got her first good look at them. It was another one of the bipeds, scrambling backwards away from her. This one was shorter, more slight and was wearing a mask that made Twilight think of a beetle.

“!#$!@#$%^#$%,” the biped said in what sounded like panic. Twilight felt what seemed like an unusual number of flying bugs land on her back, but put the thought aside for something more important.

Oh, I know just the spell for this! Distracted from mortal peril by the opportunity to try a spell she had studied. Lets see, Starswirl’s polyglotic spell. Closing her eyes in concentration she lit her horn and her whole body glowed for a second before she opened her eyes again. She noticed that the shorter biped had backed further away from her and was glancing nervously between Twilight and the burning fire of rage that had apparently seen the light from Twilight’s spell and was leaping down to the street.

“Hi, I’m Twilight Sparkle, um, I’m kind of lost, so I hope you’re friendly. Since you haven’t lit yourself on fire and tried to kill me yet.” Twilight glanced at the flaming figure that seemed to be preparing to leap onto their rooftop. “Maybe we could run and you could tell me where I am? Getting immolated by a monster is not on my checklist for tonight.” Twilight suppressed what felt like a hysterical laugh that threatened to escape her throat at the end of that sentence.

“I’m Ta.., um, never mind, we can’t outrun him.” She said as she reached behind her and her hand came back with a small metal tube while she also backed away from the edge closest to the monster. “If you have anything besides that teleportation power, now would probably be the time to use it.”

Twilight trotted quickly to stand beside Ta just as the monster, still on fire, crawled over the lip. Deciding that a creature that wasn’t harmed by being actively on fire for a few minutes wouldn’t likely suffer from a fall, she charged her horn and shot a blast of magic at it just as it released its hands and stood up. The blast knocked it off balance and it toppled backwards back off the roof.

“That…okay that works.” Ta said as another scream of rage, sounding even more monstrous than before sounded from the street. “Um..”

Before Twilight could respond a huge beast landed on their roof, looked at them quickly and then leaped to the street below snarling. Before she could process that, two more beasts, these with riders, landed on the roof. Four more of the bipeds slid off of the beasts, and spread out facing Twilight and Ta.

“Well you really saved us some trou…” The tallest one of the new group started to speak before his masked face turned towards Twilight and she flinched at the stylized skull that was painted on it. “Okay that’s…different, so not just bugs, is it a projection? Kind of cutesy for a villain” Twilight didn’t quite understand the question, but she got the tone. A little indignation surfaced from underneath the confusion, fear, and terror that she had been feeling since she woke up.

“No, it’s not a projection.” Another of the new bipeds, a shorter slighter one whose tone of voice and build was similar to Ta’s. Twilight decided to assume those traits correlated to the female gender of this species, she made a mental note to double check that assumption later. The one that had spoken looked at Twilight with an intensity that was hard to describe.

“I don’t know exactly what you are talking about, but I’m Twilight Sparkle. I’m lost, I was almost killed by an enraged monster, and I am most certainly not a projection or illusion or whatever. I just ran into Ta after that thing down there tried to burn us to death.” A scroll, quill and inkwell materialized in front of her. “Now if you could please tell me what you are, because I refuse to refer to you as unknown biped throughout my notes. Can you introduce yourselves, and maybe tell me where I am and what is going on? It would be most helpful.” Heaving an audible huff of air as she finished she turned towards the bipeds, Ta having slid around closer to the newcomers as Twilight had ranted and the glow around her horn had increased.

The tall one that had spoken first cleared his throat and spoke after a moment “Well I’m Grue, that’s Tattletale,” a piercing whistle issued from the other female of the group, “that’s Bitch or Hellhound if your sensitive, and last and certainly least is Regent.”

“Fuck you Grue!” Regent retorted. Twilight was busily scribbling notes with her magic as she turned to each of them while they were introduced.

“I’m not really sure how to answer your other questions. I’m not sure I believe that I’m talking to you and this isn’t some weird power causing a hallucination.” He paused and looked towards Tattletale who shook her head quickly. “That flaming asshole down there in a world of hurt is Lung and he runs the gang in this area. I’m not sure exactly how lost you are, but you’re in the docks, Brockton Bay. Man what the hell did you guys do to him? He’s getting his ass kicked down there.”

Tattletale spoke up again. “Wasps, bees, spiders, ants, and some kind of concussive blast.” She said the last bit with a little hesitation as she glanced towards the unicorn. Twilight whirled towards Ta.

“That’s why they were going crazy!” She said with a smile as a piece of the puzzle she was missing clicked into place, then she frowned. “Wait, that’s why he was so mad, that’s why he tried to kill me, he thought I was the one doing it!” Twilight was scowling by the time she finished the sentence. Tattletale nodded at this and focused on her with that odd intensity again as she spoke.

“Um,” Ta said a little hesitantly, “yeah sorry about that. I didn’t know anyone else was around.” Twilight’s frown eased a little at that. Before Twilight could respond Tattletale head turned to the side and spoke up again.

“Heads up, time to get out of here.” Bitch nodded and whistled, the three giant dog analogs soon landed back on the roof causing the whole building to shudder.

“Want a ride?” Grue asked Ta in a way Twilight assumed was friendly, it was hard to tell with the skull helmet he was wearing. In fact now that she looked at the way they all dressed, all of them, including Ta, kind of looked…shady. “Would offer you one, but I’m not sure how that would even work. Besides I’m not sure what it would do to our image ya know?” Twilight, in fact, had no idea what he was talking about. But was in no hurry to get any closer to giant slobbering mutant dogs. Ta hesitated, but didn’t look inclined to do so either and shook her head.

Tattletale spoke again facing Ta as she mounted one of the dogs, “Hey, what’s your name, it’s not really Ta is it?”
“No, I...I haven’t picked one yet," said the girl who apparently wasn’t called Ta.

Great, now I’m going to have to go back and revise all of these notes with -Unidentified female biped that controls insects - which was unwieldily to say the least.

“Well, Bug, a cape is gonna show up here pretty soon. You did us a solid by dealing with Lung, so take my advice. Someone from the Protectorate shows up, finds two bad guys duking it out, they’re not going to let one walk away. You should get out of here.” She turned to the purple unicorn, “You…I don’t know.” This admission seemed to physically pain her, “but you look harmless enough. I don’t think you will have a problem with them.”

“Yeah I feel like I’m going to have to watch a few hours of porn just to cleanse the residual cuteness from my eyes.” The one called Regent said with a laugh. Again Twilight only had a little context to judge by, but she thought she should probably feel insulted and maybe…disturbed by that comment. With those final words the dogs leaped overhead and quickly disappeared into the unlit industrial area.

Bug, looking uncertain and a little shaken, looked at Twilight then walked over to a fire escape and started down it without another word. Twilight heard her make her way down to the street and then she was alone on the rooftop. Sounds she didn’t want to investigate still came from the street below, so she sat down with her scroll and ink in front of her.

Despite getting a few answers, now that the adrenaline was starting to work its way out of her system, she felt even more lost than when she woke up. She rolled up the parchment of notes and put it in her saddlebags, and found some debris that she could transmute into another sheet. There was really only one solution to feeling like this. Twilight started another checklist.

Twilight had written down fifty things on her checklist, all unchecked, when she was drawn out of her funk by the sound of a thunk followed quickly by a large armored biped landing on the roof. Twilight’s spirit lifted a little at the sight of him. He looked like a knight. His armor was dark blue with silver trim and he had a metal visor covering his eyes and nose. He had a close trimmed beard and stood with confidence with one hand on a large Halberd. In short he was the first of the creatures that looked…reputable. He looked at Twilight and then back over his shoulder to the scene below, then back at Twilight.

Twilight rolled up her checklist in progress and pulled out the parchment she had been using earlier.

“I’ve got notes!”

Author's Note:

Well, after several years of reading everything pony related I'm finally tossing my hat into the ring. Ponies are Awesome, Worm is Awesome, thus was this story born.