• Published 1st Jan 2014
  • 5,179 Views, 506 Comments

64 vs. The Underground - Jman9877



Now in the employ of Princess Celestia, Project 64 must come to terms with his new life and what it will bring, but how will he do that with the visions and memories of the past coming to haunt him at every corner? What new enemies will he face?

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64 vs. Discord Part 3

Chapter 19

64 POV






I woke up once again, in the same place where I had been knocked unconscious by Discord. I looked at my wristwatch and saw that it was only 5 minutes after I was knocked out, and it was obvious Discord wanted me to wake up this soon.



I pushed myself up onto my feet and looked around, seeing that the sun was setting for some reason. I tapped my watch a few times to try and see if it was malfunctioning, but it was working just fine. I swore under my breath and channeled magic into my hands, making sure that the training I had undergone with Super Nova was still working.




I felt the magic flow like the smoothest river through me, instead of the raging rapids that used to surge throughout.



“Now I just gotta find Discord… shouldn’t be too hard.” I whispered to myself, starting into a light jog around the hedge maze. I noticed that there were still large cotton candy clouds still floating around, so I made sure to try and stay out of their line of sight while I made my way back to the Palace. I had to get back to Celestia to try and form some sort of plan to take Discord down.



I made my way through the Palace doors and ran towards the Throne Room, still a bit shaken up from the visions I saw in my head. I burst through the doors and saw Princess Celestia and Luna both looking out the window towards the Hedge Labyrinth, obviously worried.



“Celestia!” I called, going over to her side.



“64? What are you doing here!? You are supposed to be assisting Twilight in finding the Elements of Harmony!” Celestia yelled, making me explain.



“It’s Discord! He prevented me from entering the maze, and he knocked me out… I… I’m not exactly sure, but I think he wanted me to find what was in my head…”



“And what would that be?” Luna asked. I sighed before replying.



“Super Nova. I saw her in my head, and she said it was because she didn’t want the last part of her that was still alive dying, so she taught me how to use her magic properly… look.”



I turned my attention to a Halberd which was leaning up against the wall, and lifted my arm towards it. I focused as a red light began to envelope my hand, and soon after, the Halberd. I lifted it up and slowly brought it towards me, before gripping it in my hand. I looked towards Celestia who looked at me with anger still evident on her face.



“And how will the ability of telekinesis be enough to stop the Spirit of Chaos!?” Celestia yelled at me, as I once again sighed and slapped my forehead.



“Don’t say I didn’t warn you…” I muttered, before gathering a large amount of magic and focusing. I formed it around me, Celestia, Luna, and spread it out to the entire palace. Grunting, I lifted my hands up; as I felt the floor slowly rise in the same direction.
Celestia and Luna both looked out of the window to see the entirety of the Canterlot Palace being lifted from its foundation in the ground, and float into the air. I was struggling to keep my focus, and immediately dropping the Palace back one the ground.



I gasped and fell onto my hands and knees, over exerted from lifting such a large object. Celestia’s mouth was wide open at my display; even though I was sure she could lift about 40 palaces without breaking a sweat.



“Still seem useless…?” I sighed, stumbling back onto my feet. Celestia grunted and shook her head, while Luna had a look of amazement.



“64, how in Equestria were you able to hold up the Canterlot Palace!?” she exclaimed, making me chuckle.



“I’m not even sure. But the real reason I came up here is because I need some help. I need a plan where we can corner Discord and hit him with the Elements of Harmony when the girls come back with them. There’s no way he’s just going to sit there and take the blast.” I said, making Celestia and Luna nod.



“Ok, first we should take into consideration of Discord’s—“



Celestia was unable to finish the sentence due to an earthquake making itself apparent, and storm clouds forming in the sky. I looked outside towards the Hedge Gardens and saw that the walls were sinking into the ground, and Twilight and her friends were now standing within a large dirt pit with a large boulder next to them.



“Shit, no time for this! I’ll just make up a plan as I go along, it worked last time!” I yelled, smashing through the window I was looking through and dashing towards Twilight.



“THAT WAS THE SECOND WINDOW PROJECT 64!” Celestia yelled behind me, but I paid no attention. I approached Twilight as she looked around and saw me.



“64! You’re ok! You haven’t become meaner or angrier or greedier have you?!” Twilight cried, making me confused.



“No I’m alright, just a bit banged up from fighting Discord…” I admitted, as a chuckling sound rumbled through the air.



“That was a slaughter! A fight means there was a chance for both sides to win…” Discord said, invisible to us.



“Discord! Show yourself!” I screamed out looking all around me. Through the dust and dirt in the air, Discord floated through.



“Well, well, well. Somepony broke the ‘no wings, no magic’ rule.” Discord said, before snapping his fingers and giving everypony their attributes back. Twilight looked relieved for a second to have her horn back, but immediately once again looked worried. “Game's over, my little ponies. You didn't find your precious elements. Looks like we might be due for a big old storm of chaos!”



Discord brought out a stupid inside out umbrella and began cackling at the sky, which began to strike Thunder and Lightning down at us.



“And what are you laughing at!?” Pinkie Pie yelled at Discord, as I noticed she looked a bit greyer than usual.



“Oh, you ponies are just the most fun I've had in eons.” Discord said while wiping a tear from his eye. Pinkie ran up to him and got in his face.



“Well you better think twice before you laugh at the Pink…ie Pie!” She said, taking a quick look at her greying fur.



“Oh, yeah? Well ha, ha.” Fluttershy said mockingly, as if she was purposefully trying to spur a reaction out of Pinkie.



“Quit it!”



“No. Ha, ha.”



“Quit it!”



“No. Ha ha-ha ha ha.”



This argument had my head reeling. Fluttershy was the kindest creature I had ever known, never even saying a word to somepony if she thought that it would hurt them, and Pinkie Pie didn’t give a flying fuck whether you laughed at her or not.



As this conversation played out, I saw Applejack and Rarity talking over what looked like the humongous boulder that sat in the middle of the dirt.



“Uh... Rarity? This here diamond of yours? Twilight said we should split it six ways since we, uh, found it together.” Applejack said, dragging her hoof over the ‘diamond’. Rarity surprised me by delivering a perfect flying roundhouse at Applejack, settling into a Kung-Fu pose.



“Try it, punk. He's mine. All mine!” Rarity screamed, before continuing to attack Applejack. I looked upon all of them and saw their greyer tones and changed personalities, and looked towards the one creature I knew was responsible for this.



“Girls stop! Why are you all acting like this!?” Twilight questioned, making me speak up.



“Isn’t it obvious!? Discord the Dumbass had something to do with this! You guys are acting opposite of what your Element of Harmony is supposed to be!” I yelled out, gathering magic for a spell.



“Oh… such senseless hurtful words… you wound me Project 64.” Discord said in a mocking tone , as Twilight stepped forward.



“Stop it Discord! You aren’t playing fair.”



“I'm not playing fair? Perhaps we haven't met. I'm Discord, spirit of chaos and disharmony. Hello?” Discord said as if it was supposed to mean something.



“How are we supposed to find the Elements of Harmony when you took away the labyrinth before we could get to the end?”



“Oh, wait, did you...?” Discord chuckled before breaking out into a full blown cackle. “How funny! You thought the Elements were in the labyrinth? Perhaps you should have listened to my riddle a bit better! Twists and turns are my master plan. Then find the Elements back where you began. I never said they were in the Labyrinth.”



“but… but…” Twilight muttered, before Discord cut her off.



“Keep trying, Twilight Sparkle. Maybe the magic of friendship can help you. Now if you'll excuse me, I have some chaos to wreak.”



Discord poofed away as the Cotton Candy cloud layer once again formed over us, raining down chocolate milk. It soaked through my clothes as it set a sort of strange melancholic feeling through me, as if Discord was going to win. I quickly shook off that feeling and turned to Twilight.



“C’mon, that can’t be it… Discord toys with his prey before he goes in for kill, he will always give us a small chance to win. Think about the riddle really hard Twilight, forget the twists and turns part. Find the Elements where you began…” I urged, not wanting for Discord to get too far ahead of us.



“Chocolate Milk?! I hate Chocolate milk!” Pinkie yelled up at the sky, as Rarity and Fluttershy argued about what constituted as ‘touching the gem’.



“Grr… I can’t think with all their arguing… I want to go home… home… home? Home! That’s it!” Twilight exclaimed, a fire back in her eyes. “Back where you began! Discord must’ve hid the Elements of Harmony in Ponyville!”



“Then what the hell are we waiting for, c’mon, I can Longshot us there.” I said, “Girls! Get over here we’re teleporting back to Ponyville!



“Oh, the big baby can’t fly back? Oh that’s right… no wings…” Fluttershy taunted, hurting me slightly because I never expected the phrase from her. Looked around, but realized something.



“Wait where’s Dash?” I asked as Twilight looked down at the floor.



“Apparently she got her wings back, and flew out of the Hedge Maze. We’re not sure where she went, but she caused Discord to bring it all down on us because she broke the rules…” Twilight said, obviously terrified of what was happening to her friends. To see the friends who’ve built relationships with suddenly change this drastically, it must have been horrible.



“Twilight, listen to me.” I said, kneeling down to her level. She looked up at me with tears dripping down her cheeks, and the chocolate milk rain staining her hair. “Discord is gonna pay for what he’s doing here. It’s sick. Changing who a pony is for some personal game. We’re gonna put a stop to him, together alright?”



Twilight gave me a sad smile and nodded, throwing her hooves around my shoulders in a hug. I returned it and then stood up, as the rest of the girls gathered.



“That was the most horrible thing ah have ever seen.” Applejack said, looking around with a nervous face after that statement.



“C’mon, no time for this. Let’s get back to Ponyville!” I said confidently, as red magic began to envelope us all. It circled for a bit before a flash of light nearly blinded all of us, but when we did regain our vision, we were near the outskirts of Ponyville.



“WHAT THE FUCK!?” I yelled as a herd of oversized legged rabbits began to stampede at us, forcing me to grip all of the ponies in the group with magic and throw us all out of the way.



I got up to my feet and dusted myself off, looking at what once used to be Ponyville. There were buildings floating upside down, trees pulled from their roots and spinning through the air. Chocolate rain and cotton candy clouds everywhere. The ground now had a purple checkered pattern, and it smelled of sugar.



“Dammit Discord…” I muttered as I looked upon the chaos strewn about by him. The ground underneath us suddenly turned into a slick substance, but sending magic into my feet evaporated the substance under me.



The Sun suddenly switched places with the moon as pitch black filled my vision.



“Woah… ah can see so much better now…” Applejack said sarcastically, as she began to slide towards me at a high speed. She bowled over Rarity, Fluttershy, and Pinkie Pie, before I was finally able to cradle her. She shook her head and looked at me.



“Ah meant ta do that, an’ ah didn’t need your help.” Applejack said, punching me in this chest to make me drop her.



The sun suddenly came back as I quickly shielded my eyes to cover up the blinding light.



“Beautiful, isn't it? This is the new and improved Ponyville, and these are only my first of changes.” Discord said, sliding past me as he motioned towards Ponyville. “Picture it, the Chaos Capital of the world…”



The sun once again switched places with the moon, as I replied to Discord.



“Too fucking dark to see anything.” I whispered. Twilight walked up next to me and looked at her home, nearly in tears. She suddenly grew a determined demeanor and stared at Discord.



“Ponyville, the chaos capital of the world? Not if I have anything to say about it.” She said confidently, before Fluttershy came skating by on the ice.



“Don’t worry, you won’t. Hahaha.” She said mockingly, making Twilight groan. We decided to ignore the comment as we made our way towards the Golden Oaks Library. As we walked through we noticed a large assortment of strangeness. Buffalo’s in ballerina uniforms prancing about in a synchronized form, and butterflies the size of pizzas.



We arrived and Twilight groaned again obvious tired beyond belief after what she just went through.



“Okay, we're here. Everyone please, please, please just go inside, please?” She asked exhausted, as Applejack marched forward.



“Ah absolutely refuse!”



Fluttershy was next. “With pleasure.” She said, stomping on a flower bush just outside the door.



“I hate libraries!” Pinkie yelled as she stepped inside. Twilight slumped to the floor and sighed, not wanting to deal with what was left of her friends. I walked over and knelt by her again.



“Listen, this is all Discord’s plan alright? He want sto tire you out so much that you will stop fighting, so we can’t let him win, right? So c’mon, you said it yourself, the Elements of Harmony should be here in Ponyville, so let’s take a breather, then go out and kick Discord’s mismatched ass.” I said encouragingly, hold out my hand to pick up Twilight.



She smiled and took my hand, lifting herself up and nodding her head.



“You’re right… We can’t stop here. We’re at the home stretch!” Twilight said marching inside of the library. I was about to step inside when I heard the grunting over Rarity still trying to push the humongous boulder that she was still lugging around.



“Rarity, c’mon we’ve got to get a move on.” I called out, making Rarity take a defensive stance in front of the rock.



“Forget it human, I know what you’re up to. The second I go in, you use those filthy little hands of yours to take Tom!”



“Little?” I said, feeling the most hurt by that statement. I disregarded it and grunted. I gripped the rock now known as Tom in a magical grasp and carried it into the library, smashing through the wall the front door once stood.



Twilight was glaring at Rarity who followed me through the door, and Fluttershy was flying over Spike who was now dripping wet.



“Careful 64! You’ll ruin his beautiful finish!” Rarity scolded me, as I set Tom down unceremoniously.



“Twilight? What’s going on? What does everypony look so… grey?” Spike asked, shaking himself dry. Twilight rubbed her temple with a hoof and sighed.



“Don't ask. I need you to help me find something.” Twilight instructed as she was tapped by Fluttershy on the shoulder.



“Hey, Twilight, what's soaking wet and clueless?” She asked mockingly.



“Fluttershy, we don’t have time for—“



Twilight was cut off by a bucket of water being dumped on her head, and growled even more.



“Your face!”



Spike walked up next to the soaking Twilight with a frightened expression. “What's happened to everypony?”



“Ah guess ya just bring out the worst in us Spike.” Applejack said, as Spike reared back at the insult. I understood Spike was a bit of an ass, but damn that was harsh.



“Ugh. No time to explain. We've got to find the reference guide to the Elements of Harmony before somepony does something she'll regret!” Twilight exclaimed. I saw she was getting a bit heated, so I walked over to her.



“Twilight, you just gotta try and block them out for a while. Just take a deep breath and find that book.” I assured her. Spike called out and we both turned to him.



“I found the book!” He called from the top of his ladder, holding the book out. Fluttershy swooped by and threw an unused scroll at Spike, who dropped the book into her hands. My eyes widened as I realized what was about to go down, so I knew I had to put a lid on it.



I dove for Fluttershy and swiped for the book, who threw it over to Applejack. Twilight quickly gripped the book in her magical grasp and set in on the floor, before Rarity ran by and grabbed it in her magical grasp.



The stupid game of keep away started as Twilight attempted to intercept it. I saw Pinkie toss it to Fluttershy, and immediately grabbed Spike and threw him at her. Spike tackled Fluttershy out of the air as Twilight was able to retrieve the flying book.



Rarity once again ran by and got the book, as the entire group of friends dog piled into a massive brawl.



“For fucks sake… EVERYPONY CALM DOWN!” I yelled, using my magic to try and grab all of the ponies currently trying to attack Twilight. Once I had them all in my grasp, Twilight got up and dusted herself off.



“Thank you 64, these ponies are absolutely bonkers!” Twilight shouted angrily, obviously enraged. Twilight set down the book as I set all of the ponies down, standing in front of Twilight in a protective manner.



Twilight flipped open the book and looked through it, gasping at what she found.



“The Elements!” She said, as I turned around to find them sitting in cut out pages of the book. Spike came running over and looked into the book.



“Perfect! Now you guys can beat Discord and turn everything back to normal!” He said confidently.



“See girls? We did it! We found the Elements of Harmony! Together!”



The girls obviously didn’t give a damn about finding the Elements, as they all stayed in the exact same spot. Twilight deadpanned at them and sighed.



“You don't even care, do you?”



“NO!” They all replied in unison. Twilight looked down crestfallen, whispering to herself.



“I never thought it would happen. My friends...” Twilight looked up after this, a flame in her eyes, “have turned into complete JERKS! Necklace! Necklace! Necklace! Necklace! And... big crown thingy! Come on, everypony, let's go.” Twilight slapped on the Elements of Harmony on their respective bearers, but I noticed something important.



“Twilight, you’re missing somepony.” I said as a matter of factly. Twilight groaned and gave me a glare.



“No we aren’t. We've got the liar, the grump, the hoarder, and the brute. That just about covers it.”



“What about the deserter?”



Twilight looked around until her eyes laid on Spike. She took the Element of Loyalty and slapped it onto his neck.



“Congratulations Spike, you’re the new Rainbow Dash. Now let’s go!” Twilight said as she rushed forward.



“Me? B-b-but what if she finds out I've been impersonating her? That won't end well.” Spike said, scared for some reason. I pushed him with my foot towards the door.



“Don’t worry Spike, if anything she’ll be flattered.” I explained.



“Too bad Spike, you're Rainbow Dash. Now let's go defeat Discord so we don't ever have to talk to each other again!” Twilight said, shocking me. She had to realize that her friends were not themselves!



I wasn’t able to stop her as she and the rest of her ‘friends’ stormed outside, with the exception of Rarity pushing “Tom” out the door.



“For fucks sake…” I grumbled.





3rd Person POV





64 was able to get Tom out of the door with ease, pushing him out the hole he had made earlier.



“Dammit Rarity, this this isn’t a diamond! We don’t need it to defeat Discord!” I yelled out as Rarity continued to stroke the rock.



“Oh you couldn’t understand… he’ll never understand Tom…” Rarity whispered. Twilight was looking towards town square, looking for the target she was looking for.



“Discord! Get out here! We’ve beaten your game! We found the Elements of Harmony!” Twilight called out, as a yellow light began to build in front of the group. 64 moved behind Twilight and her friends, knowing better than to get in the path of the blast of the Elements.



Discord appeared in front of the Elements minus one and smirked, leaning back in the air. “Well, well, well, I see you've found the Elements of Harmony. How terrifying!”



“Discord! I've figured out your lame riddle. You're in for it now!” Twilight yelled out, glaring at the Spirit of Harmony.



“I certainly am. You've clearly out-dueled me, and now it's time to meet my fate. I'm prepared to be defeated now, ladies. Fire when ready.” Discord said, forming a crude target out of nowhere.



64 was taken aback by the willingness of Discord to be hit by the Elements of Harmony, and immediately knew something was up. Twilight paid no heed to the strange action and immediately got into position.



“Formation, now! ‘Rainbow Dash’, get over here!” Twilight called out, making Spike come forward in a frightened manner. Now in position, Twilight began to channel magic into her Element of Harmony, as she began to slowly float in the air. She and the rest of the Elements slowly rose up, all being engulfed in an ethereal light.



For 64, this phenomenon of magic was jaw dropping, this time not being on the receiving end of the magical blast. He looked towards the rising ponies and saw that Spike wasn’t rising along with them, as Discord smirked at the display happening before him.



As the blinding light reached near blinding levels, it fizzled out in midair, causing Twilight and all of her friends to fall back to the ground. Twilight looked around in confusion, wondering just what was going on.



“What's going on?” Twilight asked befuddled.



“Mine's workin'. There must be somethin' wrong with yours.” Applejack accused, pointing towards Twilight.



“I HATE the Elements of Harmony!” Pinkie Pie complained, as Fluttershy grunted and tossed her Element aside and onto the ground. Of course Rarity ran by and snatched it up, as an act of greed once again washing over her.



Spike quickly made his way back upstairs to hide once again, making an excuse saying that he was going to clean up the library. Discord came forward skating on his soap roads, clapping sarcastically. Of course with every clap a different sound played, ranging from pig oinks to camera flashes.



“Bravo, ponies, bravo! Harmony in Equestria is officially dead. Discord rules, Celestia drools.” Discord mocked before soap skating away making 64 yell out in anger.



“HEY! NO ONE INSULTS THE PRINCESS EXCEPT ME!” 64 screamed, although Discord was well out of hearing range. 64 turned back towards Twilight, who was sitting on the ground in shock. Pinkie was standing next to her, before yelling out.



“It's your fault it didn't work!” Pinkie accused to what looked like nopony.



“Who are you talking to?” Twilight asked.



“Any of you! ALL OF YOU! I'm outta here!” Pinkie yelled, before bouncing off to wherever she goes.



“Ah better go, too. ah've got new better friends waiting for me at the farm.” Applejack said with her head held in almost a snobbish way, marching off towards Sweet Apple Acres. Rarity began to push Tom towards the town, but 64 decided that he wasn’t going to help her this time.



"Yeah! I'm sick of you losers.” Fluttershy said as she swooped away, flying off into the sky. At this point, Twilight almost looked broken, seeing all of her friends abandon her for their own reasons. She decided that enough was enough and looked up towards them.



“FINE! Leave! See if I care! I don't need you guys either! With friends like you, who needs...” Twilight eyes widened as she finally realized just what she was saying, “enemies…”.



Twilight finally looked down toward the ground, as a cold breath left her throat. The grey color of Discord finally overwhelmed Twilight, covering her from head to toe. 64 stared with wide eyes as the last of the Elements of Harmony was defeated by Discord, a tear falling from her eye as it hit the ground.



He watched as she walked away with a Cotton Candy Cloud of despair raining down on her head, out of view. 64 stood there as he looked where Twilight was just standing, and saw the heart shaped tear stain which was split in two.



“We… this… this can’t be it… We can’t just lose like this…” He muttered, feeling a wave of despair wash over him.



Let it go 64…… give in……” a voice in his head said. He looked down and saw he legs slowly turning grey. He growled and pushed the despair out of his heart, instead replacing it with blind fury. He held his cool long enough to form a plan in his head. All he needed was a bit of harmony and then Twilight would see that everything isn’t over, there was still hope.



“I gotta get to Spike…” 64 said, turning around and running through the Tom shaped hold in the wall. He ran upstairs and kicked in the door to Twilight’s room, where Spike was hiding behind the bed.



“Spike! Get ready to send a letter!” 64 screamed, pulling out a scroll and quill out of a desk drawer and slamming them onto the table. Spike came out of his hiding as 64 began to write a letter at incredible speeds before rolling it up and tossing over to the dragon.



“Send that to Celestia. I’m sorry but when you send that, you are going to be in pain for a while.” 64 said to Spike, before walking back downstairs out towards Ponyville Square. Spike looked down at the letter before grunting and burning it with his magic fire, sending it to Celestia.



“What’s the worst that can happen by me sending a letter?” Spike said uncaring. A few moments later, a letter popped out of his mouth. He looked into it, and saw it was something he had written before.



“Twilight’s first friendship report?”

Author's Note:

Hello there! Yes an early update! But this time there isn't a horrible delay after! This is to make up for the lost time. Comment if you want to tell me I'm doing awesome! Comment if I'm doing shitty! Comment if you think you can make a story 1000x better than the horseshit I spew every few days!

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