• Published 1st Jan 2014
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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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Chapter 2

Chapter 2

64 POV

Princess Celestia gave me a warm look, nodding her head down towards me and Ghost.

“It seems you have brought some guests along with you, are they who we have requested?” Celestia asked, as I nodded and pulled a dossier out of my satchel.

“Yes ma’am, Deimos, Duplex, Dust, and Shura. The Crystal Mare Runners. Took a few weeks to locate them all, but we eventually set an ambush after we forged a document using Shura’s hoofwriting. These two here took a bit of elbow grease to bust down, but all in all they’re alive and captured.” I said, gesturing to Duplex and Deimos.

“Yes your highness, it was indeed a successful mission. Due to the Longshot Teleportation Spell I have casted, I seem to be a bit tired. Permission to retire to my quarters ma’am?” Ghost spoke, struggling a bit to force his words out. He turned back to his Changeling form, bright green flames lighting the room for a few seconds.

Princess Celestia took notice of the Changelings weakened state and nodded, “Yes young Ghost, you may retire to your quarters.”

Ghost nodded respectfully, and proceeded out of the Throne Room, down to our quarters. After he was gone I turned back to Princess Celestia and Luna, wanting to speak to them.

“Excuse me Princess, if I may. I want to feed Ghost tonight, especially now that we just got back from a mission. He hasn’t fed for the past 4 weeks and I’m afraid it’s starting to get to him.” I said, seeing his slightly more disheveled state.

Princess Luna looked surprised by this, and stepped off of her Throne, and walked up to me.

“Are you sure about this Project 64? You must remember last time he fed from you, you were out of commission for almost 2 days.” Luna said, putting a hoof to my shoulder.

“I've been trying to help him with self contol, and I want to see how far along he has come. He now knows what he needs to do to focus on getting the sustenance he needs versus what he wants.” I said, defending my closest friend.

Both Princesses looked apprehensive, and turned back to me. Princess Celestia spoke up first, “Project 64. The reason we are slightly unsure about his feeding is because we have a job which needs to be taken care of in the next 2 days. It involves the defense of Canterlot itself.”

I looked confused at that last remark, knowing defense wasn’t my forte.

“But, Captain Shining Armor is in charge of Canterlot’s defenses, why am I being put in charge?” I asked confusedly, as Princess Celestia shook her head.

“No, you will not be defending Canterlot lot in its wholeness, but rather a small portion of it due to a very important upcoming event.”

“What event? I’ve been gone for the past month remember? It’s been awhile since I left to go find these four.” I said motioning to the 4 unconscious heaps on the floor, “Speaking of these heaps, Guards! Escort these four to the Underground Dungeons!” I yelled out, as the two Unicorn Guards stationed inside of the Throne Room nodded and lifted the 4 ponies magically, carrying them out of the room.

The Underground Laboratories were converted to a small prison, with many spare cells for the more dangerous prisoners I had taken over the months. It was strange when I had to first go back down there, but the feelings quickly disappeared over time.

My thoughts were interrupted by Luna’s explanation.

“Why the Grand Galloping Gala of course, it is the Annual Autumn celebration here in Canterlot, and due to your latest job, we have reason to suspect that somepony may come to sabotage the celebration. We need your skills to help and defend Canterlot Palace for that one night, then you may let Ghost feed upon your emotion.” Princess Luna explained, finishing with the procedure I was to follow.

I looked down dejectedly, knowing that Ghost was probably starving at this point, and I couldn’t stand to see him go hungry for any longer. I looked up confidently, knowing what I had to do.

“With all due respect Princess Luna, I simply cannot wait 3 days until I can feed Ghost. This is the longest he has ever gone without being fed, and I won’t sit by as he starves. I will be feeding him tonight.” I spoke, purposefully speaking against them.

They dropped their soft faces for blank expressions, as we began a mental tug of war.

Princess Celestia was still wary about having a Changeling within the Palace, which was obvious. But Ghost no longer had a connection to the Hive; he was a free Changeling and was loyal to Equestria. She always did this when I requested to feed him, as she didn’t want him to become too strong to pull any funny business.

“Princess. I will be feeding him tonight, and I will still be able to execute the job you have given me. You have my word.” I said, knowing my word wasn't really worth that much, it was my job to be deceitful. Princess Luna turned towards her sister, and spoke.

“Sister, I have reason to believe Project 64 is telling the truth about Ghost’s state of mind. He has shown no signs of disloyalty, and has shown in many cases that he is an incredibly docile. I say that we allow him to feed tonight, and you can see that Ghost is in fact safe to have within the Palace.”

Celestia looked a bit pensive, knowing the Changeling Race has been known to be as deceptive as I had to be to achieve some very violent jobs.

There had been an attack with 2 Changelings involved about a week before I left for Trottingham, and Ghost was immediately pegged as Suspect #1. I had to go around the castle to ask ponies to testify his innocence, and confirm his alibi’s throughout the day. Luckily Ghost wasn’t convicted, but I had to learn to make sure I kept him a bit closer than usual after that to try and keep him from trouble.

“I can’t guarantee that I approve of this feeding session, but I know for a fact that you won’t listen to my pleas. If you feel that it is so necessary to feed Ghost, then you may. I still expect you to be ready 2 days from now for security detail, so I suggest you feed him as quickly as possible.” Celestia said, bowing her head down in frustration.

“Thank you Princess, I assure you I will be here.” I said, bowing down slightly and letting out a sigh, turning around and walking out of the Throne Room. I felt Princess Celestia’s eyes bore at the back of my head, knowing that she still wasn’t too sure about letting me feed Ghost. I had never had major problems with Ghost’s eating habits, and didn’t understand Celestia’s apprehensiveness towards him.

“Oh, and by the way, I managed to complete the secondary objective.” I said, pulling out the Blue Downwards Arrow amulet out of my pocket, and tossed it towards Princess Celestia. I saw her catch it with her magic, but before she could say anything, I turned on my heel and continued to walk out of the Throne Room.

I eventually reached my quarters, the strange bedroom I had encountered while infiltrating Super Nova’s castle. I had searched for the staircase in the wall to try and find that strange room again, but it was nowhere to be found. I had later learned that the room was transported back to its original space, back in a small tower of the Palace which had an overlook to a large gathering area, used for small announcements from the Princesses.

I swung the door open to see Ghost curled up at the side of my bed, curled up similarly to a dog, sleeping as he tried to get some rest after our long month of work. I almost didn’t have me in it to wake him up, but I knew I had to feed him.

“Hey, Ghost. You gotta wake up for a few minutes, it’s feeding time.” I said, rubbing the back of his neck. I didn’t really see him the small Changeling as a pet, but sometimes I couldn’t help but baby him a bit.

“Hnnn…… alright…… I’m starving……” Ghost said, grumbling a bit and rubbing his eyes, opening them to reveal their icy bluish color.

“Hey, you know the Celestia is always riding my ass about unauthorized feeding sessions, and you were able to stick out that job with no complaints, so I think you deserve a little reward.”

Ghost chirped happily as he buzzed his wings and hopped up onto my bed, ready to feed on my emotion. I sat on my bed next to him and closed my eyes, ready to let him absorb his food. I felt him nuzzle up against my shoulder, and the faint hum of his horn snuck into my ears.

“Alright…… go ahead Ghost, remember what I told you about control......” I said, nervous to see if Ghost took our lessons about control to heart.

“Understood…” Ghost whispered, as the humming in his horn intensified, and I opened my eyes. A green aura surrounded his horn, and slowly out of my chest, a red mist began to get sucked out. Ghost smiled contently as he began to feed, releasing a sigh as he began to fill himself.

The feeling of having an emotion sucked out of you forcibly is a very strange sensation. It feels as if you are literally having the life sucked out of you, and you feel your years dwindling. The fatigue that shortly follows after the process begins is always a given, and it’s impossible to get used to, so you can only prepare for it.

I began to hear Ghost purr louder, and the pull of my emotions began quicker. I knew that he could feed for a bit longer, but I still felt that he was absorbing a bit too quickly. If he wasn't able to hold himself back soon enough I would have to do something about it.

“Ghost… remember what I told you… hold it back…” I grunted through clenched teeth, watching as more red mist started to flow out if my chest. It didn’t stop flowing, and I felt my eyelids start to droop a bit as I tried to keep them open.

“Ghost… stop it right now… you’ve gotten enough…” I grunted, clenching my hand in a fist. Ghost responded with another loud purr, and I acted as quickly as I could. I grabbed Ghost by the temples and slammed his forehead into mine, knocking him out with a head butt.

“Ahh… shit… that hurt…” I groaned, clutching my forehead in both of my hands as Ghost fell onto the floor in an unconscious heap. Luckily I had managed to head butt him without impaling myself on his sharpened horn. I looked at him with a disappointed glare, knowing how far we had gone in this kind of restraint training before. He had let his hunger get the best of him, and he attempted to gorge himself of love until he couldn’t eat anymore.

“Well, that went as expected.” A voice said from above, although I already knew she was there.

“Yes Luna, seems that Ghost was trying to stuff himself this time… I fell like there are freaking rocks in my veins right now….” I groaned, rubbing at my neck in fatigue. I looked up at Luna, who was standing on the roof upside down, clinging to it using the same kind of magic I used during some stealth missions.

“I am aware that you wish to keep this small incident away from the ears of my sister. I will keep my mouth shut about it, you have my word.” Luna said, hovering down to the floor. She and I had developed an excellent friendship, becoming one of my good friends, besides Ghost of course.

“Yea, if you can do that. I don’t know what she would do if she realized that Ghost is still susceptible to his inner instincts. Luckily I don’t think he did too much damage to me, and I’m pretty sure he’s had his fill for the next few weeks, so that’s good I guess…” I said, trailing off as I realized something.

“You wouldn’t just come into my chamber to simply observe the feeding session. My guess is you have something to tell me?” I asked, unclasping my brown cloak from my shoulders, letting it fall to the floor unceremoniously.

“Yes… but, it’s a very delicate situation.” Luna spoke, rubbing her left leg with her right hoof.

“Is it regarding my job in two days? Because I assure you I can still work, I just need to take it easy tomorrow.”

“No, well… not exactly… It is in regards to Ghost, and his jobs.”

I looked towards Luna with a confused look, wondering what she meant by that. Ghost had gone on many solo missions before, due to his ability to easily adapt to any kind of situation he was sent on many silent assassination tasks, while I was either assigned to demolition or capture tasks. We each had a specific skills set which was already known to the Princesses, so why would Luna need to talk to me?

“And what about his jobs? Do you need him for a specialized assignment?” I asked, reaching my arms over my head behind my neck, grabbing the collar of my hooded long sleeve and pulling it over my head, pulling the dirty piece of clothing off of me and tossing it into a small hamper in the corner of the room.

“Yes we do. There are reports of Diamond Dog raiders attempting to smuggle Crystal Dust through Ethaxial into Equestria for financial gain, but to those they are selling the Dust to are unknown at the moment. We need Ghost to infiltrate this smuggling ring and find out who the buyers are, and once we do, you will be sent after him to arrest the culprits. This is a specialized job for the amount of danger Ghost will be put through, and the amounts of time Ghost will be away from Equestria. It may be a matter of months until we learn anything about Ghost’s progress in this mission if he accepts it, so he will be truly on his own when he is hooves down in Ethaxial.” Luna explained, as I immediately saw something flawed in this plan.

“Ghost won’t be able to feed from me if he is overseas, how the hell would he eat if he were to accept this job?” I asked, as Luna gave a slightly unnerving answer.

“He will need to feed himself while overseas, and extract emotion on his own.” Luna said without skipping a beat, as if she already had the answer in her head.

I had never seen Ghost feed off of anything besides me, and the fact that he would need to learn to feed off of a deceived pony was terrifying to me.

He is a growing Changeling Project 64. You can’t keep him from his true nature for long; he will need to learn the ways a Changeling must adapt to survive.” Princess Luna said as she turned and walked leaving me standing there in shock. That was why it was a specialized assignment. Ghost would need to feed off of unwilling hosts of love while overseas.

“Wait! Luna!” I called out, grabbing a black shirt out of a drawer and slipping into before I ran out after her. “How can he learn how to be a Changeling? Send him back to a hive? They would rip him apart if he went back into one, and I doubt we have any other Changelings which can teach him.”

Luna stopped in her tracks, but didn’t bother to look back at me.

“We have your reports from the Changeling infiltration you did. You learned more about the Changelings than even my sister knew about. Give those documents to Ghost if he chooses to accept the task, and let him learn the true ways of the Changelings. He will need it.” Luna said, before she continued to walk down the hallway we were in. I stared as she went, until she eventually went out of sight, and I turned back to my room sighing.

I still remember what I saw 4 months ago in that disgusting hive, all of the grotesque things which happened on a day to day basis.

-----------------------------------------------------FLASHBACK 4 MONTHS-------------------------------------------

3rd Person POV

64 was crouched low in a pool of glowing green goo, letting its rancid smell invade his nostrils. He was currently observing a Changeling Queen by the name of Clovercloud, who was currently putting 4 of her newest soldiers through the ringer.

By making them fight to the death.

The four Changelings were stabbing and slashing at each other’s chitin, making grotesque cracks and cuts throughout their bodies.
“GOOD, WE WILL SEE WHO IS THE MOST WORTHY OUT OF THE FOUR OF YOU INSIGNIFICANT, PUTRID, SACKS OF WASTE!” Clovercloud cackled, obviously seeing entertainment in seeing the 4 Changelings brutally attacking each other.

One of the Changelings finally successful in an attack and impaled his brother through the stomach, as a very high pitched scream rang throughout the cavern, causing 64 to wince at the screeching tone. The wounded Changeling fell in a deceased heap, his bluish eyes losing their light and finally closing.

Clovercloud laughed in glee at the fatality, as the 3 remaining combatants continued to beat and stab at each other.
Every bone in 64’s body screamed at him to end all of this madness, but his cover was going to be blown. His job was to assassinate Queen Clovercloud, all Changeling soldiers, and any offspring which would grow up to become Soldiers. It was a very violent job, one which 64 wasn’t used to, but it needed to be done.

Another one of the unfortunate Changelings fell after being bucked in his temple, killing him with the heavy blow. The two remaining Changelings stared at each other, each covered with green, oozing wounds, and 64 suddenly realized what he was nose deep in.

“HA HA HA! YOU TWO! AMUSE ME! ONE OF YOU WILL HAVE THE GRAND PRIZE!” Clovercloud screamed, looking as if she was in ecstasy at the horrific display. The two remaining Changelings slowly circled each other, waiting to see who would make the first move. The first lunged forward to try and catch the other with a stab of his horn, but was caught when his opponent put his hooves out to stop his forward progress. The two began to punch and beat at each other, but 64 noticed something. They were starting to quietly communicate with each other as they fought, but he couldn't make out what they were saying.

The Changelings eventually backed off of each other, and stood across from one another. Their horns began to glow a bright neon green as they both began to charge a spell, aiming them at each other for one last push. The spells were finally fully charged, but instead of shooting the spells at each other, the Changelings shot the spells at the roof of the small cave, causing massive tremors to shake throughout the Hive.

The Changelings had joined forces and sent large bolts of magic into the caves walls, causing the small cave to start to cave in. Queen Clovercloud realized what was going on and went into a rage, sending two deadly bolts of magic into the Changelings, disintegrating their bodies into piles of ash.

“YOU LITTLE TRAITORS! HAVE FUN IN TARTARUS!” Clovercloud yelled, as 64 pulled himself out of the Changeling blood pool and leapt at her, sending a flying haymaker into the side of her head. Before she had time to recover, 64 conjured a Dark Red Claymore and lunged at Clovercloud, aiming to cleave her head from her neck. Clovercloud saw this and cast a small repelling spell, pushing 64 back as if a large gust of wind was blowing him back.

“The Bipedal Blight!? What an unexpected surprise! Have you come to see my little show?!” Clovercloud yelled as pieces of the ceiling continued to fall, as 64 jumped to the right to avoid being crushed. He knew he had no time to talk, so he decided to try and end this quickly, and quickly dashed at Clovercloud, using his magic to flash there in a burst of red light. He swung at her left foreleg, slicing through her chitin and into her skin, causing her to screech in pain before she bucked out of reflex, catching 64 in the chin.

He was sent backwards into a wall, smashing into it hard enough to leave an impression.

“Shit…… gotta make this quick……” 64 groaned as he struggled to get up, stumbling a bit as he saw Clovercloud limping towards him.


Clovercloud was stopped as a stalactite fell from the ceiling, impaling her through the top of her head. 64 stared in shock as her mutilated body slumped to the floor, her head completely destroyed.

“Holy fuck…” 64 muttered as he shook his jitters away, knowing that the combined effort of the two rebelling Changelings would be enough to take down the very delicate caverns of the Badland Mountain he was in.

“Alright, the cave-in is gonna kill the eggs and most of the workers. I just gotta get to the exit and wait for the Soldiers to try and escape. I gotta get out of here!” 64 screamed in his head as he climbed up the side of the rocky wall into a small tunnel entrance above him, leaving the gore filled cavern behind.

64 ran full speed through the cramped tunnels, barely tall enough for him to stand upright in. He saw Changelings pinned underneath the falling rubble, each screeching and crying for help from their brethren. 64 knew in his gut that what he was doing was wrong, but these Changelings had been reported for various crimes throughout the San Palomino Desert settlements. Amongst these charges were Murder, Aggravated Assault, Child Abuse, and if not the worst of them, Rape.

The easiest form of love to acquire, whether it is consensual or non-consensual, was through sexual intercourse, and the go to Changeling method of forcibly extracting love. 64 knew the job had to be done in order to stop any more of these heinous crimes, but something in his gut was telling him there were some innocent Changelings in these caverns which were going to be killed.

Quickly jumping to the right 64 barely dodged a falling column of stone, but in doing so he tripped over loose rocks covering the ground he was running on, forcing him to quickly roll as he hit the ground.
“SHIT!” 64 swore as he quickly dove into a small cavern carved into the wall next to him, barely escaping being crushed into mush. He slowly got up and made sure he was all there, feeling his arms and legs as he cracked the stiff muscles.

“Fuck, now I gotta try and dig my way out…” 64 muttered as he saw the entrance into the small cavern was now completely blocked by stone, cutting off his only exit. His only option was to dig his way out, but he was inexperienced in spells which would help clear the rubble, and one of his conjured tools wouldn’t be strong enough to break through the rocks.

64 formed a pickaxe into his hands, its deep red glow adding light to the pitch black dark cave. He turned to the rocky blockage and took a swing, sending small chips of rock flying around him. Swing after swing for over 15 minutes and nearly no progress had been made, and 64 began to become impatient.

“Ugh, if I had the same targeting thing Vi had I could probably take down this entire wall in one swing…” 64 groaned, as he sat back against the wall, opposite to the blocked entrance. He dispelled the pickaxe, plunging the cavern into darkness once again.
“How the fuck am I going to get out of here?!” 64 yelled in frustration, pulling on his hair to try and relieve his anger.

You can get out 64…” A voice whispered, as 64 looked up to see a quick flash of blue leave his vision, angering 64 further.

“GET OUT OF MY HEAD!” 64 screamed as he charged towards the blocked exit, sending punch after punch at the stones, bloodying up and skinning his knuckles. These hallucinations and whispers from thin air had invaded 64 since the day of Vi’s death, driving him madder with every passing day.

After his assault on the stones, 64 finally calmed down, and looked at the damage to his now bloody knuckles.

“Shit……” 64 whispered as he released a small red light from his palms, illuminating the room a bit to stare at his bloody injuries. He needed to find a way to escape the caverns before this small space collapsed too, and at this point he had no idea where to turn.

Apparently it was to his left.

“I…I can h…help…” A chirping voice whispered, startling 64 and forcing him onto his feet with a dagger conjured, looking in the direction of the voice. He put out his left hand with the small red light, and saw what was lying there.

A small changeling, no bigger than a pup, was lying on the floor where 64 was just sitting. He looked incredibly malnourished, his chitin cracking in some areas, and bags underneath his neon blue eyes. He slowly got up onto his hooves, wobbling as he did, and walked over to the blocked off entrance.

“I… I can move these… I… I have a lot of practice…” He chirped, as green glow began taking the rocks out one by one, but with each pull of a rock, about 5 others fell. He was strategically pulling out the rocks as 64 simply stared, watching as the small changeling started to create a small tunnel out of the cavern. The changeling turned around as 64 flinched slightly, wondering what he wanted.

“C…Can you f…follow me with that light? I can’t r…really see…” The changeling said to 64, who slowly nodded as he walked forward. The changeling hopped into the small tunnel he was digging and crawled forward, throwing rocks out the way he came in, as 64 attempted to squeeze himself into the small tunnel.

“Hey, watch it with the rock throwing will ya?” 64 said as a stone collided with his forehead, as the little changeling continued to dig stones out of the way. Eventually 64 was able to wiggle into the small opening with his forearms clutched close to his chest as he kept the light spell up, illuminating the small tunnel for the changeling.

“I… I had to practice this… there is a lot of cave in’s here…” The changeling said, as he gasped very sharply. “I think… we are at the end of the blockage…”

He was right, as he was able to push the rest of the rocks out of the way, allowing him and 64 to crawl out, as 64 began taking deep breaths.

“Oh fuck my claustrophobia…” 64 gasped as he put his hands to his knees, trying to regain his bearings.

The small changeling looked at the strange creature, wondering just what it was. He had seen many kinds of creatures before in crude pictures, attempting to replicate their forms, but always failed due to the lack of 3D figures. Now he had an actually being here, the Changeling wasted no time in recreating the figure, down to the black hooded long sleeve and baggy black combat pants.

“Alright, now I gotta get outta he—“

64’s sentence stopped in his tracks as an exact copy of himself stood in front of him, standing 5’10 along with him, brown shaggy hair, and a large burn scar on his right eye. Memories flashed through 64’s vision, more specifically, Ghost. His double while inside of the Peacemaker, his sparring partner, his friend. These were things 64 had tried so hard to forget, but thanks to this little Changeling in front of him, those memories came flooding back.

“Get the hell out of that form.” 64 said, staring at “his” face with an incredibly cold stare. Bringing up the past was something he definitely didn’t want right now, especially with his job still in progress. He knew this Changeling wasn’t harmful, it being a worker instead of a Soldier drone.

The Changeling surprisingly obeyed, closing his eyes as a green flame engulfed “his” body. The Changeling stood there dizzily, whimpering in slight pain as he put a hoof to his stomach. He was obviously starving, but now wasn’t the time for 64 to feel sympathetic. He stepped around the Changeling, continuing down the dark passageway towards the exit of the Caverns.

The footsteps echoed down the tunnels, and after about 10 minutes of walking, 64 felt a disturbance in the vibrations his footsteps were making. He turned to see the small Changeling tailing him, following as if he was a dog following his master.

“Why are you following me?” 64 said, making sure his voice had a slight edge to it to try and scare away the pup.

“I…I want to leave too…” He said, looking down at the floor rubbing his stomach once again.

“No, you have to stay here. I’m not just going to let you leave this place.”

The Changeling looked down dejectedly and nodded, and to 64’s surprise, began to shed a few tears. 64 turned away and kept going to prevent himself from seeing the depressing image any longer, and continued down the path.

Eventually he saw a very dim light at the end of a long tunnel, and instantly recognized it as the exit.

“Finally, gotta get the hell out of here. Gotta destroy the entrance so nothing comes back here.” 64 whispered as he ran for the exit, the light from his right hand dissipating as the natural sunlight began to leak into the cave the closer he got.

Finally stepping outside of the cave, 64 looked over the edge of the small trail which held the entrance, taking in the vast canyons and mountains which made up the Badlands, home to a small pocket of Changelings that decided to settle in.

Looking up towards the cliffs above him, 64 saw a plateau which held very large boulders near the cliffs, perfect for blocking off the entrance. He began a climb up the cliff face, sighing as the heat of the intense began to beat down upon him.

“Shit, maybe black wasn’t such a good thing to wear out here……” 64 muttered as he finally reached the top of the plateau and walked over to the loose boulders, ready to push them down the cliff.

“Alright, let’s get this over with…” 64 sighed as he planted his hands upon the stones, and planted his feet.

He didn’t see the first Changeling tackle him.

Author's Note:

Yay! New Chapter! I want to get the flashbacks out of the way as quickly as possible so we can get to the nitty-gritty story line I have planned. Once again any constructive criticism is encouraged, and new chapter out in 3 days!

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