• 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 3

Chapter 3

3rd Person POV

64 felt his entire body lurch to the left, getting tackled to the ground. He was tackled by a Changeling Soldier drone, who wasted no time in attacking his enemy.

“YOU KILLED OUR QUEEN! I NO LONGER FEEL HER PRESENCE!” He yelled, charging his horn with a sickly green magic. 64 sent his right fist into the Changelings face, wincing as the injuries to his knuckles protested. The Changeling was flung off of 64 as he quickly got up to see 3 other Changelings along with the first.

“YOU WILL PAY YOU BLIGHT!” They yelled in unison as they all geared for battle, with two of the Changelings morphing into Manticores, and the other two simply charging combative spells. 64 quickly brandished two Tomahawks, duel wielding them to try and make sure he didn’t have a blind spot.

Both parties rushed forward at each other, as 64 slid underneath the legs of one of the Manticores, and then leapt over the other, hacking downwards to create a large gash in its head. The unmorphed Changelings quickly fired their spells at 64, who dodged the first volley, but was caught in the second. He was caught in his left shoulder, as the Tomahawk in his left hand dispelled due to the disruption in his magic.

64 winced as he tried to shake away the pain as he rushed at the unmorphed Changelings, swiping at the first. The Changeling ducked under the swing before he tried to impale 64 on his sharpened horn, but was caught off balance as 64 grabbed the horn with his left hand, pulling him forward before planting a knee into his gut.

64 quickly spun around with the Changeling still in his grasp to throw him at the advancing Manticore, who was trying to sneak up behind him. They slammed into each other as the Manticore was knocked onto his back, before the other Manticore rushed at 64. He slashed at 64 with his enormous claws, who was forced to jump backwards to get out of the range of the attacks. Unfortunately 64 didn’t notice the other unmorphed Changeling, who quickly leapt at 64 from behind, stabbing his horn straight into his right lower thigh.

“AHH! YOU FUCKING FUCK!” 64 yelled as he brought the Tomahawk in his right hand down onto the Changeling’s neck, instantly cutting through its chitin and through its skin, clean decapitating it. Its body fell in a dead heap, but its head still stayed impaled in 64’s right thigh. He pulled it out as he saw the blood start to seep out.

“Shit… that’s gonna put a hamper on things…” 64 thought as he looked at his 3 remaining combatants, 2 of which had the power of fully grown Manticores. “I can’t move quickly enough to attack right at them…”

The injured Manticore roared at 64, before rushing right at him. Using his very amateur magic skills, 64 charged a repulsion spell in his left hand, and sent it towards the Manticore rushing at him. With the incredibly destructive power behind 64’s new magic, the left arm of the Manticore was ripped from its body when the bolt of magic collided with it, sending green blood splattering from the wound.

The Changeling quickly morphed back into its true form, squealing in pain at his lost left foreleg. 64 wasted no time in forming a Javelin in his hand, and threw it with complete accuracy into the downed Changeling, impaling it through its body to the ground, killing it instantly.

“2 down… 2 to go….” 64 panted, his leg injury getting the better of him.

The 2 remaining opponents circled 64, one standing in front of him, one standing behind him. The Manticore opponent morphed back into a Changeling, fangs bared and wings buzzing. Both of their horns glowed a menacing green, ready to strike down 64 at a moment’s notice. 64 once again constructed his duel Tomahawks, ready to fight these things.

“Give it up! Even with a bum leg I can still kill the both of you!” 64 taunted, knowing he still could fight.

“THE BLIGHT STILL THINKS WE WILL SIMPLY TURN TAIL AND FLEE?! WE HAVE NOTHING LEFT TO LOSE WITH OUR QUEEN GONE! AND WE WILL AVENGE HER DEATH!” The Changelings yelled in unison, their minds connected with the last shreds of hivemind they had. They charged at 64 at the same time, each connected to the other to work together.

64 tensed for them both and quickly spun on his left leg, extending the blades out to keep the Changelings at bay. They instead slid underneath the swings and swiftly bit into 64’s ankles, causing him to yell in pain. He swung downwards at the offending Changelings, but they quickly teleported away, before they each charged a spell with their horns. 64 used the short lull in battle to create another Javelin in his right hand, and launched it at one of the Changelings who had its eyes closed.

As the Javelin neared its target the Changeling dodged left, surprising 64 because his eyes were closed.

“How the hell?!” 64 thought, as both Changelings smirked at his confusion.

“WE ARE CONNECTED AS ONE! WE ARE ONE!” They both said, as they fired their large repulsion spells, both aimed for 64. Thinking quickly, 64 put up a weak shield spell, blocking the spells but launching him backwards. 64 skidded against the rocky floor as he neared the edge of the cliffs, unable to get up due to the injury to his right leg, and when he tried to move his left, he felt it stiffen up and become unresponsive.

“Shit… paralyzing agents were laced in their bites to my ankles.” 64 grunted, pushing himself onto his elbows. They could see through each other’s eyes, giving them almost perfect 360 degree vision, a major disadvantage in 64’s favor. He needed an endgame here, to finish the fight in one fell swoop, or else things were going to look bad for him.

The Changelings advanced on him, ready to end the life of the monster known as the Bipedal Blight, a monster which was feared by many across Equestria, a monster which parents would tell their children stories of to prevent them from disobeying. They would take his head as a trophy for the naysayers who wouldn’t believe their tale, and mount it on a bloody pike outside of their next hive. It would truly be their crowning moment in life, and they would rule with absolute power of the Changeling race.

64’s mind was racing a mile a minute, trying to think of anything that would get him out of this mess. A spell, a maneuver, a weapon, nothing was coming to mind. As 64 backed up on his elbows he suddenly felt the ground leave him as one of his arms slipped off of the cliff behind him, startling him as he struggled to regain his balance. His eyes suddenly shot wide open as he thought of a quick plan, and readied his arms.

“YOUR HEAD IS MINE!” The Changelings yelled as the both lunged at 64, who shot his arms forward and gripped their necks as they gnawed and bit at him, holding them back as strongly as he could. He could feel himself being pushed backwards on his back, edging closer and closer to the edge of the cliff. At this point half of his back was now off of the cliff, his numb waist being the only thing preventing him from falling.

As 64 tried his damndest to hold his grip on their necks, he felt it start to weaken, the numbing agent now starting to nip at his arms. He was now near completely falling off of the cliff, his legs only partly still on the edge. His back was being bent off of the cliff, now parallel with the plateau, as the Changelings attempted to completely throw him off of the Cliffside. 64 held on with everything he had, trying not to fall to his death at the hand of these Changelings, but his grip weakened, and he felt himself start to fall off of the cliff.

“Shit! Fucking Changelings!” 64 yelled as he finally lost his grip, and slipped down the cliff. Down he fell as his body went numb, only able to move his neck and head. Unable to move at all 64 started to list the possible outcomes at the end of this fall.

“Ok, so I’ll either die upon impact, or live upon impact. Ok, so about 50/50?” 64 thought as he saw the ground approaching quickly. He shut his eyes tightly and awaited the inevitable impact, knowing that this was gonna be a really bad fall.

A weak force suddenly pushed on 64’s back, trying to push him upwards. Turning his neck as far as possible, he saw a pair of buzzing wings pushing him up, but not doing a very good job at it. The force continued to buzz and buzz, but 64 continued to fall at an alarming rate. 64 finally hit the ground, hitting hard but definitely not as hard as he would have.

64 laid on the ground as he tried to take in breath, feeling the wind being knocked out of him with the impact. In his mind 64 had to see what had helped him, so he attempted to move his slowly numbing neck to the left where he heard an intense panting close by.

Next to 64 was the same Changeling he had encountered in the caves. The small Changelings laid on its side panting, obviously exhausted from slowing the fall of the 200 pound Biped. 64 looked at this Changeling in confusion, wondering why in the hell he would save him.

Unfortunately the numbing agent finally reached the entirety of his body, causing nearly immediate unconsciousness.

------------------------------------------4 Hours Later--------------------------------------------------

64 POV

When I realized I was awake I shot up from the floor, flames in both of my hands ready to take on whatever the hell was out there. Unfortunately there wasn’t anything to be seen. One of those reason was that it was pitch black, save for the moonlight and small light emanating for my hands. I looked around for the Changeling that had saved me, wondering what he did after I was knocked out.

I was now at the bottom of the mountain, but I remember that the Changeling had set me down at about the halfway point down, which means he had moved me even further down the mountain.

“Hello? Anything out there? Little Changeling?” I spoke out, wondering if I would get a response. Silence followed my call, and nothing echoed off of my voice indicating anything nearby. All that was around me was the small patch of dead grass I was just laying on, and a few sticks lying around it. Feeling some cold start to set in, I pulled the dead grass form the ground and bundled up the sticks to create a small campfire, knowing that I wouldn’t be moving anywhere for a while.

“Where the hell did that little bug go? Did he go back to that hive?” I thought, wondering about the Changeling that managed to save me from serious injury. “Hello?! You out there little guy?!”

Once again I heard no response, so I decided not to bother with it anymore. I would need to go back up there tomorrow to destroy the hive, and I needed some rest.

“H-Hello?” I heard behind me, causing me to jump from my sitting position, and turn around with a Sword conjured, prepared to defend myself from the startling voice. I found the voice belonged to the Changeling I was just calling out for, who now looked much worse than when I first saw him within the Hive.

His chitin where it was once cracked and split was now nearly gone and broken, green blood oozing from every cut and injury he had. I swore I could see bone through the more severe injuries, and knew that without some immediate medical attention he would die.

“Y-You… You saved me back there?” I said, not really sure if he did or not. The Changeling nodded, blood dripping from a laceration on his forehead.

“I…I had to save you… You helped me l…leave…” He grunted, shaking as if he had trouble standing. It turned out he did, because shortly after he said that he fell onto his side, taking deep breaths.

I didn’t have time to wonder what that sentence meant; I needed to make an incredibly difficult choice. This Changeling saved my life, and my damn morality wouldn’t let me just leave him here to die. But with him being a Changeling I had a job to eliminate every single one of his kind I found in these Badlands.

“D…Did I get all of the venom out?” The little Changeling asked, pointing to my ankles. I rolled up my black combat pants and saw large bruising on the area I had gotten bit by the two other Changelings, indicating that the venom was sucked out of my system.

Well… that answered my question. I had to help this little guy and fast. I didn’t have any medical equipment on me that would be sufficient enough to treat the severity of his wounds, and my Destructive Magic was incapable of healing wounds. I had only one option, get this little guy back to Canterlot, and quick. I would deal with Celestia’s bitching later, this Changeling had to live.

“I’m gonna get you help, just hang on tight. This might be a bit intense.” I said, cradling the Changeling in my arms as I slightly cringed at the neon green blood being dripped onto me. He nodded as he tried to make himself a bit smaller and easier to carry.
I shook my legs a bit as I got them ready, knowing that by train the Badlands were about 5 hours away from Canterlot. With my speed being faster than a train I knew that I would get there quicker, but every second was counting for the Changeling dying in my arms.

“Alright… focus energy to legs to reinforce muscles and bones… focus energy to repel the ground from my person… focus energy to reduce wind resistance… all checks completed…” I whispered to myself, mimicking Shining Armor’s checklist so I didn’t rip my legs apart doing this.

“Alright little guy… hang on tight…”

Red Magic leaked out of my legs as I felt the heat of Super Nova’s magic travel through me, fueling me with malicious thoughts and an incredible power wanting to be used. I obliged as I shot forward at incredible speeds, every step leaving a cracked footprint on the ground the size of a frying pan.

I was heading in the direction of the train tracks, knowing that if I followed them all the way to Canterlot I wouldn’t have to run up and down the Macintosh Hills, making a much quicker route. Through the adrenaline rush I was able to feel the Changeling in my arms shivering in fear, scared out of its mind as we traveled at such high speeds.

“JUST HOLD ON TIGHT! HOPEFULLY WE’LL BE THERE SOON!” I yelled, running through the Badland Desert as the train tracks came into view, a train on its way towards Macintosh Hills. I sped up, running as fast as I could get ahead of the train before it went into a tunnel, knowing that if it went into the tunnel first, it would slow me down tremendously. I raced alongside the train as I saw the amazed looks from passengers inside, Ponies and Foals alike gawking and pointing at me as I ran faster than the train.

We closed in on the tunnel I slipped in front of the train, going in first so I would be able to speed ahead of the train. Letting go of the Changeling with one arm and gripping him tighter with the other, I reached into the front of my shirt and pulled out a small necklace with a gem on the end, surging magic through it as I gained a connection with Celestia.

“PRINCESS! I’M COMING BACK TO CANTERLOT, THERE’S BEEN A COMPLICATION!” I screamed, knowing I just probably scared the shit out of Celestia wherever she was.

“Goodness 64, could maybe not scream out of nowhere while I’m eating? I nearly choked on some corn! What is the situation?” Princess Celestia asked, clearing her throat a bit.


There was no response for a few seconds, and I saw the city of Dodge Junction coming into view. Finally Celestia responded, and I heard her voice fill my head.

“Can you repeat that last remark? What should we get the medical center ready for?”


There was once again no response as I finally broke the limits of Dodge Junction, seeing the surprised faces of ponies that were seeing a red blur zoom by the city going near the speed of sound. Seeing Cherry Jubilee’s farm I nearly wanted to smash straight through it, but there wasn’t any time for that. Soon after passing Dodge Junction I would pass Rambling Rock Ridge, and that would mark the halfway point of my journey.

“There will be a room in the Palace ready for the Changeling patient. Heavy security will surround the patient at all times, and you must not be anywhere near him during the procedures, do I make myself clear?” Celestia said taking on a harsh tone, obviously pissed at what I was bringing home. I didn’t care at the moment though; I just had to get this little thing help.

After about 2 more minutes I saw Rambling Rock Ridge come into view, but I knew I couldn’t just run around of the mountainous area. Surrounding it were Quarray Eels, and running in front of them meant more danger, and running on top of the hills would slow my progress. The only option to quickly get across was definitely my favorite, even though Celestia has said it would soon lead me to my demise.

As I crossed the river indicating the Ridge’s border, I saw the rock wall which held the Quarray Eels’ homes, and ran towards it. Holding onto the Changeling tight I leapt onto the wall, and kept my speed up as I started to run on the actual wall. I used magic to stay connected to the wall as I ran alongside it, quickly cutting left and right to maneuver around the holes in the walls which held the Eels, I made it across Rambling Rock Ridge unharmed.

I saw Canterlot on the side of its mountain, and immediately shot towards it. Knowing it was slower to take the secret tunnel Celestia made for me to sneak out of the city undetected, I decided to take the less subtle approach and ran up the mountain face, up the cliff where I had taken the leap of faith which gained me my freedom.

“Celestia, I’m here, where to?” I asked, reaching the top of the cliff and stopping, cracking my neck and making sure the Changeling in my arms was still breathing.

“Considering I heard your stomping footsteps from my Throne room, I see you’re at the back entrance. Just come to the Throne Room, I have a team here which will quietly escort him to where it will be treated.” Celestia said as I held the Changeling in one arm, putting my other hand onto a small pad next to a large Steel door. I sent my magic through the sensor and the door opened wide, revealing a small hall to a door hidden behind Celestia’s throne.

I opened the door and saw both Princesses ready with lit horns, prepared to take cautionary measures against the Changeling. Next to them I saw 4 Guards, including Captain Shining Armor, alongside with 5 medical ponies and a large stretcher.

“64, you will be explaining this to me later. For now, release the Changeling into medical custody.” Celestia said, before she snatched the Changeling out of my arms and put it onto the stretcher, and the medical ponies wheeled it out of the room, 3 of the guards following. Shining Armor stayed behind with the Princesses, and I knew it was time to explain myself.

“Ok look, you sent me to clear out a Changeling Hive out in the Badlands. I stayed out there for a week waiting until I had the chance to get Queen Clovercloud by herself, but a complication occurred. She was making 4 Soldier Drones fight to the death for some strange reason, and when the last two competitors were left standing, they apparently decided enough was enough and tried blowing the place up.” I explained, before Celestia cut me off.

“Wait does any of that have to do with why there is now a Changeling in Canterlot Palace, being cared for?!” She snapped, as I put a hand up.

“Let me finish please. As chunks of debris began to fall a falling Stalactite caught Clovercloud in the head pretty much killing her on the spot, and when I got stuck trying to get out of the Hive, that Changeling helped me escape. And when I ran into a few Changelings which gave me some problems he helped me when I was pretty much finished. I wasn’t about to let the little guy die out there. Shining c’mon you have to see some logic behind this!”

Shining looked a bit pensive at my statement, but ended up nodding.

“I can’t see a reason to not help him, there have been cases before of malicious creature suddenly gaining affection and assisting ponies in times of need. Why can’t that happen to Changelings?” He asked, as Celestia turned on him too.

“Because being deceitful is part of the process they need to survive! That’s how they work! They wiggle their way into your trust, and when the time is right they will turn around and stab you in the back to feed, and won’t stop until there isn’t anypony around for them to feed on! You have just let a great threat into our walls Project 64, I would think you would understand this.”

“Oh, a defenseless Changeling PUP is a great threat?! He was about the size of my forearm! He’s malnourished, obviously incredibly injured, and saved me twice. So how the hell is he a great threat!?” I screamed back at her, getting in her face to try and drive her back.

Luna got between the two of us and pushed us away, trying to defuse the situation.

“Calm down both of you. 64, while it is obvious your heart is in the right place you have to understand what could become of this. Changelings are known to deceive the very ponies they wish to feed from by appearing to be their allies. We must see if this Changeling is indeed as trustworthy as you say he is. And Sister, without his help 64 might have not come back from this mission alive, and seeing its harmed state 64 only thought he needed to repay the favor. We mustn’t lose sight of what needs to be done.” Luna said, successfully bringing both me and Celestia down from our arguing.

We looked at each other as Celestia sighed, using her magic to close the secret entrance behind her Throne, and pushed it back against the wall. She took a seat and flared her wings, her usual exercise for calming herself down.

“I can see where 64’s heart is, but I must think of my subject’s safety first. We will need to keep that Changeling under lock and key until we can deem it safe. Until then, let us all retire for tonight. 64’s sudden wakeup call wasn’t very subtle.” Princess Celestia said, walking off of her Throne and allowing Luna to sit upon hers, signifying it was now Luna’s Court for the night. Celestia walked out of the Throne room unceremoniously, leaving only me, Shining Armor, and Princess Luna in the room.

The clock on the wall struck 11PM and I sat on the floor, rubbing the bridge of my nose with my thumb and index finger.

“What did I just do Shining…” I asked with a huff, wondering what would become of the Changeling I saved.
Shining put a hoof to my shoulder and shook it encouragingly.

“I think you just did what you thought was right.”

---------------------------FLASHBACK END--------------------------------

I was shaken out of my day dream by Ghost stirring in his slumber, his horn poking me in the arm. I settled him a bit better on my stomach, with me lying down on my bed trying to rest a bit. It was still pretty late in the night, but I didn’t feel as if I could sleep. I needed to get this whole thing with Ghost settled.

I gently picked Ghost off of me and placed him on the bed, before heading out of the room and walking to one of my favorite areas in the entire Palace.

The Training Area.

It was a place where I could blow off a bit of steam when I needed to clear my head, or I could just go there to work out a bit. I went through the barracks of the Equestrian Guard and saw the various sleeping ponies on their bunks, managing to sleep despite the dim lights illuminating the room.

I had stopped feeling nervous around the Guards about a week after I was pardoned by Princess Celestia. I remember the first day after coming back from my job of taking down Sunmoon Gaze I was tackled by about 5 Guards who thought I was still at large. Apparently even after I was injured enough by their assault to be admitted into the Hospital for a few days they were still let off scot free, so I was pissed about that for a while.

I entered the dark room which was the Training Floor and walked out onto the blue mat on the ground. I liked training in the darkness better because the Red light from my magic calmed me in a way, so I very rarely trained when it was light out where some of the sunlight outside could seep into the room.

I closed my eyes and rolled my shoulders, working out any kinks from the bed I was laying on earlier. I rolled my neck a bit before letting out a deep breath, feeling the smoke from my magic blow out of my mouth.

Focusing with as much as I had I opened my eyes and drew all of my magic to them, watching as my vision began to gain a red tint. The darkness of the Training Room began to glow red for me, giving me a form of night vision. Once I had perfect vision in the darkness, I also started to gather my magic in the palms of my hands, causing two small flames to sprout up and illuminate the room.

“Activate Target Practice, Level Intermediate.” I announced, causing the voice sensors in the room to read my voice. Small target rings made their way out of the ceiling and floor, slowly spinning in two opposite directions around the circular mat.

They all had small LED lights attached to them, all glowing red for the moment. I took a stance and began to look around, waiting for the right moment to strike. Quickly 3 of the lights blinked green as I focused on one of them, using my heightened vision to zoom in at it and shoot a fiery bolt of magic at it.

The target retracted as the magic hit, and I repeated the process with the other two targets. 4 more targets lit up as they were quickly taken care of, followed by 5, then 6, and finally the last 7. I decided to switch it up a bit and focus a stream of magic between both of my hands, sending it towards the first of the last targets.

I willed it to shoot from one target to the next, making it look as if it was bouncing from target to target in a rapid succession. Finally the last target was hit, as an automated voice rang out through the room.

“Targets Eliminated. Time: 23 seconds. Accuracy: 100%.”

I sighed as I let the magic in my eyes recede, throwing me back into darkness again. I quickly went into my physical exercises as I walked over to the bench press, racking up 200lbs onto the weights. I wanted to push myself a bit more than I normally would today, so I added about 20 more from my average.

I proceeded with my usual routine, making up of benching, squats, and deadlifts. With each exercise I felt my head becoming clearer, making more rational decisions about what I would tell Ghost the next morning.

I began to grab a jacket I had stashed in one of the lockers in the corner so I could go for a nice 3AM run, when all of a sudden all of the lights in the Training Room flickered on, nearly blinding me due to the sudden change in light.

“Look who had the same idea I did.” A voice said as I rubbed my eyes, trying to get the specs of black splotches out.

“Hey, I was here 30 minutes ago Shining, if anything you had the same idea I did.” I quipped, regaining my vision as I saw Shining Armor standing at the entrance. He usually woke up around this time for a quick work out session, and on occasion I joined him.

“Where are you going so early in the morning? Matter of fact, why are you up so early in the morning?” He asked, a curious look painting his face.

I decided to keep the jacket on the rack, and walked over to Shining.

“Eh, I gotta think about something. I just couldn’t sleep so I decided to come here for a while.”

Shining all of a sudden smirked, a look I knew all too well. He walked over to one end of the large training mat, cracked his neck, and stomped his hoof twice onto the floor. I chuckled and walked over to the other side of the mat, cracking my knuckles and rolling my neck.

“Ground rules?” I asked, wanting to know how far we could take this.

“Non-Lethal Magic, stay within the mat, fight till the other submits. Winner by KO or Submission. Want to count us down?” Shining said, charging his horn with what I could guess was a repulsion spell.

I smirked at his cocky attitude, knowing this was going to be a fun fight.

“Alright. You asked for this. 3……2……1…”


Author's Note:

Shedding some light on the Orgins of Ghost! Things will continue to progress from that flashback, but next we will see 64 vs. Shining Armor! Stay tuned for the next installment of 64 vs. the Underground!

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