Shades Of The Past

by Bluecatcinema

Thunderstruck

As the spider continued its walk, some of the bolder citizens of Canterlot joined the Guards in attacking, using whatever they could find.

"How about a drink?" Blue threw a bottle against one of its legs.

"Take this!" Vinny swung a baseball bat against another leg. The bat broke on impact. "Does anypony have another bat?"

"You broke them all." Lars pointed out.

"Oh, really?" Vinny pouted. "I liked those bats." He then spotted the coolers attached to the upper legs. "Are those coolers?"

A cannon blast rocked the spider, knocking one open, and revealing several bottles of ice-cold beer.

"Oh, baby..." Vinny drooled. "I've been needing a drink..."

"Are you seriously thinking...?" Lars gaped.

"Yep." Vinny smirked, using his levitation to remove one of the coolers.

Lars glared at him disapprovingly.

"What?" Vinny asked. "They're attacking us, remember? An eye for an eye!"

"...I suppose you're right." Lars shrugged. "Just save one for me."

"Will do." Vinny nodded.

In the midst of all the ruckus, Caboose and the others were stumbling around the Iron Arachnid's innards. Another blast from the battle outside rocked the machine.

"Whoa!" Caboose yelped, as they struggled to maintain their footing.

"Sounds like our fellow Guards are giving this thing quite the tussle." Fletcher noted, his snout still bloody from Sterling's attack.

"I would expect no less from them." Elite smiled. "But valiant as they are, I doubt they'll be able to fend off this mechanical monstrosity for long."

"Which is why we need to find a way to-" Fletcher started.

Another, stronger blast rocked the Arachnid.

"ACK!" The trio gasped as they were thrown towards a hatch, located in the northwest portion of the spider, far from the hatch they used to enter. As Fletcher and Elite's bodies collided with the door, it gave way, causing the two to tumble out of the spider. Caboose almost followed, but he managed to grab on to the ledge just in time.

"Whoaaa!" Fletcher yelped.

"I have you, Captain!" Elite spread his wings and caught Fletcher before he hit ground roughly.

"Ugh..." Fletcher groaned, as he then smiled at Elite, "Thank you for the save, sir."

"Guys!" Caboose called, having climbed back inside. "Get back in here before-"

Another blast tipped the Arachnid the other way.

"Yikes!" Caboose rolled back inside, the hatch slamming shut.

"Caboose!" Fletcher gasped, dashing to his hooves.

Caboose gave a small groan as he quickly got back up and tried to open the hatch again, "Guys!" Caboose tried kicking it open a few times, but it wouldn't budge, having been jammed from the second blast,."Oh, great..."

"We have to get back in there!" Fletcher declared, "Caboose is still inside!"

"It's too risky." Elite shook his head. "We'd be directly in the line of fire!"

"But Caboose is on his own up there!" Fletcher protested.

"Unfortunately, yes." Elite nodded. "But we cannot join him at the moment. For now, let's focus on what's happening at ground level."

"...Yes, sir." Fletcher said grudgingly.

"Take heart, Captain." Elite smiled reassuringly. "You and I both know the Lieutenant is more than capable of taking care of himself."

"Yeah, he is." Fletcher admitted, "I just hope he will be okay..."

Inside, Caboose was on his own.

"You know what? Forget finding the engine."He declared, as he then glanced around. "I'm gonna go have a talk with the driver..."

Meanwhile, on the other side of the spider, Solomon stormed his ways through the inner workings. He kept his hooves ready to fire lightning, ready to kill on sight. Instantly, he noticed one of the doors ajar, leading to a compartment where he had the Thieves store Shade's possessions.

He quickly rushed in... only to be disappointed and angered to find a stallion that was stationed there on the floor, nursing a head wound.

"Don't tell me..." He growled.

"Sorry, sir." The stallion groaned. "Shade took back his stuff. I couldn't stop him."

"How long ago was it?" Solomon asked.

"Just a couple of minutes, I think." The stallion declared.

"Then he's close." Solomon smirked, as he then glared at the soldier, "Get back on your hooves. We're not done yet!"

"Yes, sir." The stallion nodded.

"I'm closing in on you, Shade..." Solomon smirked, as he continued his search.

Not too far away, Shade dug through his satchel, as he pulled out his twin muskets.

"Good to see you again, boys." He smiled, loading them.

Shade dug back into his satchel, and pulled out his father's necklace. For so long, he had considered it a momento of the father he had never known, a reminder of what could have been, of how he could have had a wonderful father if things had turned out differently. But the truth he had learned those past few days had shaken his opinion of his father. But after what he had just been through, he acknowledged that the hope necklace gave him was what had gotten him through the hard times. That was what made it so special, and why it was so good to have it with him again.

'I'll never part with this again...' He thought, as he quickly tied the string and placed it around his neck.

At that moment, he heard Solomon's voice.

"Come out, come out, Shady! You can't hide!" As Solomon approached, he held up his lightning hoof at the ready, glancing around the tight corridors of the machine. "The only way off this contraption is to fly out, and my aim hadn't dulled one bit!"

'It won't be that easy, Solomon...' Shade slipped into the shadows.

Solomon prowled through the metal passageways. The noise of the spider's workings meant he couldn't hear Shade's hoofsteps, but his lightning iluminated the corridors enough for him to see. But that same light enabled Shade to see him coming, and slip around the twists and bends of the spider's inner workings. They turned and slipped around the passages, in a twisted game of cat mouse, until...

There is no point in running!" Solomon roared, his patience wearing thin. Why don't you go and make this easy on me and accept your fate?! It is what you deserve! It is what I deserve! Vengeance is something I will not be denied, so why don't you just give me what I want?!"

Suddenly, a musket bullet flew out of the shadows, hitting him in the shoulder.

"GAH! Solomon stumbled back. He leant against a wall, panting as he grasped his wounded shoulder.

"It seems you misunderstood my intentions." Shade mocked Solomon as he emerged from the shadows. "I am not running." He held up a musket. "You murdered my comrades... my friends... my family... I said I was going to kill you, and I mean it. You are gonna wish you died that day..."

Solomon laughed insanely.

"Oh, looks like you grew some stones, kid." He used his lightning to cauterize his wound. "But that will change nothing. I have grown too... and I am far more powerful than you can possibly imagine."

"We'll see about that..." Shade said boldly, holding up his other musket.

"By all means, give it your best shot." Solomon sneered.

"Bad choice of words." Shade fired his muskets.

Solomon, showing uncanny speed, dodged both projectiles. He then produced a spear of lightning between his hooves.

"That's new..." Shade frowned.

"You'd be surprised what I've learn since you last saw me!" Solomon sneered, throwing more spears.

Shade threw himself to the side, trying to dodge the spears.

"That's it!" Solomon sneered. "Run, you cowardly little fool!"

Shade narrowly avoided another lightning spear... unfortunately, as it passed near one of his muskets, the gunpowder within instantly ignited and exploded out of Shade's hoof.

"Gah!" Shade shook his burnt hoof.

"What's the matter, boy?" Solomon spat. "Need your mommy to kiss your boo-boo?"

"Don't you dare bring my mother into this!" Shade spat.

"Or what?" Solomon threw another bolt. "It's not like you can stop me!"

"It's always you and your lightning magic..." Shade scowled. "What's the matter? Afraid to fight like a stallion. Gotta hide behind your freaky powers?"

"I hide behind nothing and nopony." Solomon boasted.

"Oh, yeah?" Shade sneered. "What about the Fifty Thieves? Your 'Forefathers'? This spider?"

"Nothing but crutches." Solomon shrugged. "At the end of the day, I can only rely on myself."

"Yet you used everypony you ever met." Shade glared, "That 'Sterling' guy really had you pegged. You're a disgrace of a stallion. A monster who only cares about himself."

"I care about righting the wrongs caused by the nobility!" Solomon spat. "I will make all the nobles in this town pay for shunning me! Every last one of them!"

"Now that's just sad." Shade shook his head.

"Don't you dare make light of me, boy!" Solomon roared, as he then fired another bolt of lightning, zapping (and destroying) Shade's other musket from his hoof.

"Grr..." Shade growled, as he then glared at Solomon, "Hoof-to-hoof it is."

"Come get some..." Solomon snarled.

The two collided in battle, exchanging furious blows. To Shade's surprise, Solomon was far stronger than he was before.

"Not so easy this time, is it, boy?!" Solomon spat, as he punched Shade in the face. "Or maybe you've just been getting complacent. No real competition any more?"

"Guess again!" Shade kicked him hard.

Solomon staggered back, a trickle of blood running down his lip.

"...Just one more indignity for me to avenge." He sneered.

The clash continued. Both stallions launched punishing blows.

"Yah!" Shade kicked Solomon in the side.

"You always had a decent kick." Solomon admitted. "But so did I!" He kicked Shade back, harder.

"Ugh!" Shade grunted. "That the best you've got, old timer?" He punched Solomon, knocking him back.

"You haven't seen my best yet..." Solomon leapt back into the fray.

Despite Shade's best efforts, Solomon had indeed grown much stronger since their last fight those fifteen years ago, easily dominating the battle.

"This is even better than I imagined!" Solomon struck Shade with a haymaker. "I've dreamt of this moment for years, but even in my wildest dreams, I never thought it would feel this good!" He kicked Shade in the side.

"Don't count me out yet..." Shade groaned. He struck Solomon with a right cross.

"Not bad." Solomon smirked. "But not good enough!"

Solomon struck Shade repeatedly, his blows going too fast and hard for the young stallion to defend himself.

"Ha!" Solomon kicked him hard, knocking him to the floor.

"Urrr..." Shade groaned, one of his ribs broken.

"That was fun." Solomon declared, charging up another lightning spear. "Alas, all good things must come to an end..."

Suddenly, a white blur rammed into Solomon, sending him flying.

"Oof!" Solomon grunted, as he slammed into the metal wall, as he slumped to the floor.

"What the...?" Shade looked up to see Shine standing before him. "You? How did-"

"I found this jammed hatch and I was able to force my way in." Shine declared. "As soon as I got in, I heard the commotion and found you and this guy. Guess you managed to slip away yourself."

"Yeah, I was doing just fine by myself, thanks." Shade growled.

"I could tell." Shine said sarcastically.

"...I guess I owe you one, though..." Shade made to stand up, but his injuries were worse than he thought. "Ahh!"

"Don't you worry, Shade, I'm gonna get you out of here." Shine supported Shade as they made to leave. "Come on!"

Solomon got to his hooves, his anger pushed to the very limit. The last vestiges of his sanity snapped.

"RAAAAARRRRGGGGHHHH!!" He screeched.

Meanwhile, Caboose managed to crawl through a hole punched by a cannon blast, and emerged onto the control platform.

"Surprise!" He yelled.

"What the-?" Loveless swerved his chair.

"So you're the guy in the driver's sea-ah..." Caboose froze, taking note of Loveless condition.

"...What?" Loveless frowned.

"Um, oh, this is awkward..." Caboose murmured.

"What is awkward?" Loveless glared.

"I didn't think you would be..." Caboose gestured to his wheelchair... and his lack of a backside.

"Does my physical appearance disturb you?" Loveless asked.

"Kinda." Caboose shrugged. "I mean, how do you pee? Or poop?"

"I rather not say." Loveless grunted.

"How about how it is that you are still alive?" Caboose frowned, "I mean, what happened to you?"

"...Let's just say that I was not very fortunate in my life." Loveless sighed, as he mentally switched the spider into autopilot. "Now, judging by your attire, I'm guessing you're one of the ponies Sterling was talking about... the 'intruders'?"

"By Sterling, you mean that jerk who sucker punched my friend, then yeah." Caboose frowned.

"I was afraid of that." Loveless sighed, "Well, as much as I don't like this plan anymore, I can't simply let you stop us. Solomon would not be happy. If you want to stop this machine, you will have go through me."

"Look, I don't really wanna fight a guy in a wheelchair." Caboose admitted. "Just ain't right, y'know?"

"Admirable." Loveless smirked, as a barrel unfolded from the side of his chair. "But I don't care for being 'pitied'."

The barrel fired. Caboose was barely able to dodge in time.

"Whoa!" He ducked, then drew his crossbow, firing a bolt right into the barrel, plugging it up. "Nice trick, but you really don't want to fight me."

"I don't either, but I must." Loveless shook his head as he pressed a button.

There was a whirring sound, as eight mechanical legs emerged from the side of the chair. They lifted Loveless up, so he towered over Caboose.

"Yikes." Caboose gulped. "...Wait, how did those all fit in there?"

"Let's say I am good at packing a lot of things into small spaces." Loveless shrugged, before adopting a fierce glare. "But enough talk. Have at you!"

Using his inner Earth pony magic, he was able to operate his legs, as one of them lunged forward and snapped the crossbow from Caboose's hoof.

"Yikes!" Caboose gasped.

Another leg then slammed Caboose across the platform.

"Ow..." Caboose cringed. "Last time I take it easy on an invalid..."

"Time to kick up my heels." Loveless declared. "All eight of them..."

At the same time, Shine and Shade managed to climb to the top of the machine.

"Okay, Shine, what's the plan?" Shade asked.

"We need to get out of here, fast." Shine replied.

"Buck that." Shade snorted. "I'm not leaving until I kill that slimeball Solomon."

"Are you kidding me?" Shine frowned. "Did you see that stallion? He is too powerful for you!"

"I don't care!" Shade retorted. "He... he murdered them... he murdered my friends! Daggers, Knots, Girth, and the others... they're gone... they're all gone!"

"I know it must hurt." Shine declared. "But killing Solomon won't bring them back."

"I know, but it doesn't matter." Shade growled. "I need to finish this. You can leave if you want, but I'm staying here!"

"Shade, I won't leave you to fight him!" Shine insisted. "I already lost Black! I won't lose you!"

"Oh, so now you don't want to lose me?" Shade scoffed. "Not so long ago, you couldn't wait to get rid of me!"

"I know." Shine nodded. "I was just angry that day. I thought the worst of you. But then your mother came..."

"Mom?" Shade gasped. "Wait? She's here?"

"She came to the castle, asking me to find you." Shine declared. "She's worried sick about you. It reminded me of how much family cares for each other. And we are family, no matter what."

"Shine..." Shade mumbled.

"And I made a promise to your mother." Shine continued. "I promised I would bring you back to her. Please don't make me break that promise."

Shade mulled it over, his need for vengeance contrasting with his devotion to his mother.

"...Okay..." Shade murmured. "Let's go."

"With pleasure." Shine smiled.

Suddenly, the clouds above grew dark... as huge powerful lightning bolts blasted through the roof of the machine. Both Shine and Shade watched in horror, as Solomon, his body coated in lightning, climbed out, and glared at the two with utmost hate.

On the ground below, and the sky above, both the Guards and the Wonderbolts could see Solomon's glowing form.

"What the buck is going on?" Fleetfoot frowned.

"RAAAAARRRRGGGGHHHH!!" Solomon roared, thrusting his hooves downwards.

Bursts of lightning emerged from the clouds above.

"Evasive maneuvers!" Spitfire yelped.

The Wonderbolts did their best, but the lightning was downing them left and right. On the ground, the Guards were having the same problem.

"Look out!" One yelped, diving away as a bolt hit his cannon, causing it to explode.

On the outskirts of Canterlot, Sterling was still running. The flashes of lightning caught his eye, and he turned to look.

"Solomon, you reckless fool..." He frowned. "Wait, all that lightning, and Loveless on that unprotected platform..." His face set in determination.

Sterling rushed back into Canterlot, as fast as he could.

Back on the spider, Shine and Shade looked on in horror at what Solomon had become.

"Solomon..." Shade whispered.

"You should have just died, Shade." Solomon snarled, his voice taking on a much darker tone. "Even if I have to bring down the wrath of Faust upon you... I will not rest until you are DEAD!"

"You'll have to go through me first." Shine said boldly.

"You would do well to stay out of this, Prince Shine." Solomon growled.

"Can't do that, I'm afraid." Shine declared. "Shade is family, and I always stand up for family."

"Then you'll die with your family!" Solomon roared, his lightning sparking worse than ever.

"Nice light show." Shade declared, trying to ignore the pain in his side. "What are you trying to do, blind us?"

"Always so cocky." Solomon sneered. "You know, you remind me a lot of your father... Black Knight Paladin..."

"Wait, you knew Black?!" Shine gasped.

"You did say you knew him..." Shade glared. "And I would like to know how!"

"Oh, let's just say that the Forefathers and him are well acquainted..." Solomon chuckled darkly.

"Forefathers?" Shine asked.

"That is who we are." Solomon sneered, "In fact, you might have met two of them... does an umbrum and a snot-nosed prince ring any bells?"

"Wait..." Shine's eyes widened, "You... Nalik and Black Thorn were both working for you..."

"Oh, yes." Solomon nodded. "Though they clearly weren't worthy to fulfill our grand vision..."

"And what is this 'grand vision', anyway?" Shade groaned.

"To ensure that ponies rule themselves, rather than being ruled over by those arrogant Alicorns." Solomon sneered.

"So, are you saying that Black was in league with the Forefathers?" Shine gasped.

"Oh, dad..." Shade hung his head. "Seriously?"

"Heh-heh-heh..." Solomon snickered.

"What?" Shine asked. "What's so funny?"

"Ha-ha-ha-ha!" Solomon guffawed.

"What's the joke?" Shade demanded.

"HA-HA-HA-HA-HA!!" Solomon laughed madly. ""HA-HA-HA-HA-HA!!"

"I'm really not getting the humor here..." Shine declared.

"He's lost it." Shade growled.

"Black Knight? Working with us? The Forefathers? As if!" Solomon laughed... which soon turned to a snarl, "All Black was to us is a stallion that has been getting in our way for the longest time!"

"...He was?" Shine gasped.

"You have no idea." Solomon spat. "No clue just what kind of stallion Black was. How infuriatingly meddlesome he could be... Always sticking his nose where it didn't belong..."

Shade and Shine were unsure if they could believe what they were hearing.

'My dad... fought these slimeballs?' Shade thought.

'Black, did you really...?' Shine thought hopefully.

"But now that he's dead, I and my bretheren are free to change Equestria any way they see fit." Solomon smirked.

"That's not gonna happen." Shade snarled.

"As if you could stop it." Solomon growled.

"Just wait and see, Solomon." Shine declared. "Before this day is out, you're going down."

"Bring it." Solomon spat.

"Consider it brought!" Shade declared, as they charged at him.

"Yahhh!" Solomon summoned another massive bolt of lightning.

Shine dodged the bolt, but it clipped Shade, scorching his wings.

"Ahhh!" Shade yelped.

"Good." Solomon smirked. "Don't want you flying away!"

"You'll pay for that!" Shine dodged another bolt and kicked Solomon hard.

"Why, you..." Solomon spat.

Recovering, Shade raced over and punched Solomon hard in the chin.

"Don't forget about me!" He smirked.

"You think ganging up on me will help you?" Solomon snarled. "Think again!"

Solomon called down another huge bolt of lightning.

"Move!" Shine yelled, as he and Shade leapt to the side.

The bolt struck a pipeline, and traveled up to the control platform. Unbeknownst to the struggling Caboose and Loveless, who locked in a struggle, Caboose straining against two of Loveless' legs, it short-circuited the auto-pilot, causing the spider to move in a straight line toward the castle.

Down on the ground, Ricochet was still causing havoc by shooting up the streets, and killing (or injuring) the guards that tried to stop him.

"Now this is a party!" Ricochet cackled.

"Cease and desist!" One Guard yelled.

Riocochet tilted his crossbow as he fired, causing it to curve as it fired, nailing the Guard in the side of his neck.

"Bullseye!" Ricochet whooped, as the Guard collapsed.

More Guards charged, but Ricochet, displaying superior marksponyship, downed them all, firing his crossbow as he leapt and cartwheeled. For the last one, he banked the bolt off a lamppost, catching the Guard in the eye.

"Okay, that's enough fun." He smirked. "Time to get serious..."

Prowling the streets, Ricochet came across a group of ponies hiding in a furniture store. among the ponies were Dove, Fancypants, and Upper Crust, who was tended to her wounded husband.

"Sweet." He grinned as he approached the store.

"You think that thing's still out there?" Dove asked.

"Why don't you go check?" Upper Crust sneered.

"Really, Upper Crust?" Fancypants scowled.

"Better her than me." Upper Crust spat

Suddenly, Ricochet burst into the store.

"Okay folks, put 'em up!" He yelled, pointing his crossbows at them. "We're gonna take a little trip, ya feel me?"

"No, please!" Upper Crust pleaded. "My husband is hurt!"

"He'll be alot worse than that soon." Ricochet sniggered.

"You won't get away with this!" Dove yelled.

"Sure I will. I have two loaded crossbows and I am HAMMERED!" Ricochet grinned. "Now, everypony on your feet. It's way too nice a day to spend indoors!"

"But my husband, he's hurt, and-" Upper Crust started, Jet Set too shellshocked to speak at that point.

"Don't care." Ricochet sneered. "You're all goin' outside, or else."

"Now see here!" Fancypants stood firm. "We will not be bullied by-"

Ricochet struck Fancypants in the face with one of his crossbows. As Fancypants stumbled back, he pointed the other one at his face.

"Outside. Now." Ricochet spat.

Ricochet forced his captives into the main square, where the spider's path was set to take it.

"And now we wait." Ricochet smirked. "That big spider's gonna come and make ya all go boom soon enough!"

"You can't do this!" Fancypants yelled.

"Wanna bet?" Ricochet smirked. "In about a minute, they're going to come in, take aim, and blow you all to kingdom come!"

"No, please!" Upper Crust pleaded.

"Don't!" Dove urged.

"Shut it!" Ricochet roared, waving his crossbows around them.

The spider walked towards them.

"Ah, right on time!" Ricochet smiled, as he backed away, his crossbows pointed at the nobles to keep them from running. He yelled to the machine, "THEY'RE ALL YOURS, GUYS! BLOW 'EM UP!"

However, instead of stopping, the spider just walked over them, heading straight to the castle.

"What the?!" Ricochet gaped, as he ran after the spider, "Hey! Guys! Remember the plan? I round 'em up, you waste 'em? What's going on up there?!" He screamed up at the spider. "YOU HEARIN' ME?!"

Up on the spider, Solomon continued his assault on Shine and Shade.

"Ha!" Loveless kicked Caboose back. "Take take that, buffoon!"

"Lucky kick..." Caboose groaned. "Just like the last four..."

A squadron of Guards arrived on the scene.

"Step away from the civillians!" One Guard yelled. "You're under arrest!"

"Ah, crap!" Ricochet groaned, "Guess I'll have to go with Plan B!" He then point his crossbows at the group. "Okay! I need a hostage! Any volunteers?" He turned to Upper Crust. "How about you?"

"No, take her!" Upper Crust pushed Dove forward.

"Oh, thanks a lot!" Dove glared.

"Heh, yeah, hot chicks make better hostages!" Ricochet smirked as he grabbed Dove.

"Are you saying I'm not hot?" Upper Crust frowned, insulted.

"Like ice cream, ya old bag." Ricochet spat.

"Let me go!" Dove struggled.

"Listen up, armored killjoys!" Ricochet declared. "The name's Ricochet! I also go by Rico, Chet, Ricky, and of course... shooty shooty pain guy! The point is, if any of you come any closer, I pump this babe full of bolts!" He pointed a crossbow at Dove.

Call Duty and Dull Blade were nearby, still waiting in the carriage.

"This is not how I saw my day going." Call snorted.

At that point, they heard Ricochet's threat.

"If any of you come any closer, I pump this babe full of bolts!"

"I think it came from over there!" Dull pointed.

They peered around a corner, and witnessed the scene in full effect.

"A hostage situation?" Call frowned. "Not if I can help it." He grabbed his crossbow. "Time to step up!"

"But we were given orders to stay by the carriage!" Dull insisted. "By three superior officers!"

"No way." Call growled, "I'm a Royal Guard. I fight for my country. You can sit on your worthless flank all you like, but I have a job to do!"

"You mean 'we'." Dull frowned, as he held up his own crossbow. "As much as I don't like going against orders, I can't let you go at it alone."

"Well, with your skills, I may as well be going it alone." Call snorted. "But I suppose I can't afford to be choosy right now..."

"Thanks a lot." Dull said indignantly. "The truth always hurts..."

"Grab the special crossbow." Call ordered. "We might need it."

"Yeah, sure." Dull pulled a sniper-model crossbow out of the carriage.

The two of them slipped away as Ricochet continued his threats.

"Okay, what are your demands?" One Guard asked.

"Simple, really." Ricochet declared. "Either those lame-o royals step down, or abdicate, or whatever the buck you call it, in the next hour, or I start plugging these fat cats one by one!"

"Really?" Another Guard frowned, "That's ridiculous. The royals will never abdicate, least of all because of a lunatic like you!"

"Too bad!" Ricochet glared, "This is the only backup plan we could come up with! Either you take a page from Shire LaBuff and 'just do it!' or I will go Equestrian Sniper on all their butts! Even yours!"

Call and Dull made their way around the edge of the square.

"This way!" Call pointed to a nearby building. "We'll have a better shot from above!"

"If you say so..." Dull followed reluctantly.

They climbed up to the roof.

"Okay, set that thing up, fast!" Call ordered.

"Look, there they are!" Dull pointed, as he set up the long sniper crossbow. "Man, that pony is nuts!"

"Well, let's put the poor bucker out of his misery!" Call sneered. "Dull, since you have accomplished nothing in your pitiful career, you get to take the winning shot."

"Gee, thanks." Dull frowned, as he gazed through the scope. He tried to get a good shot, but Ricochet was holding Dove directly in front of him.

"You bucketheaded stooges think you're so smart." Ricochet sneered. "But I'm smarter! You're gonna have to shoot through this cutie to get to me! Go ahead, try it! See how your precious royals like that!"

"Ugh, it's no good." Dull shook his head as he pulled from the sight. "I can't get a good shot. He's holding that poor hostage too closely!"

"Dammit!" Call cursed. "Blasted, cowardly rat!"

"What do we do, Sargeant?" Dull asked, "That madpony is going to kill her if we don't do something and fast."

"Well, I do have one idea that might work." Call declared. "You ever seen that one Die Herd movie?"

"Which one?" Call asked. "The good one, the okay one, the meh one, the almost good as the first one, or the horribly crappy one?"

"...The one where John McClydesdale shoots the punk through his own shoulder." Call groaned. "The point is... we shoot him..." He points to Dove, "Through her..."

"What?!" Dull yelped, "Are you crazy?! She's an innocent bystander!"

"Come on, she'll be fine!" Call rolled his eyes. "You think John would had done it if he thought he might die?"

"But that was him doing it to himself!" Dull glared. "And besides, those movies aren't really realistic when it comes to surviving! I mean, I could point out several times John should had die!"

"Look, we are wasting time!" Call glared back, "Are you not aware of how dire the situation is becoming? If we don't something now, somepony will surely die!"

"But I can't risk it!" Dull retorted. "What if I pierce one of her vital organs? What if the bolt doesn't go all the way through and we end up killing her for nothing? There is too much at stake here!"

"Don't be a bucking pansy, rookie!" Call snarled. "Is one life really worth the lives of an entire city?"

"But we're Royal Guards..." Dull said weakly. "We need to protect the innocent, not harm them."

"Oh, for Faust's sake..." Call snarled, as he then shoved Dull aside, as he took his place aiming the crossbow. "Let me show you how true heroes get it done!"

"Call, don't-" Dull started, before Call kicked him down.

"Back off, wimp..." Call growled, "I am about to save dozens of lives here."

Call tilted the crossbow, taking aim at Dove's shoulder, cutting it close to her chest, with intent of hitting Ricochet's heart right through it. Dull looked on in impotent horror, nearly ready to accept the fact that Call might be right... but then, the words Shade had told him entered his mind.

"Just hang onto that 'determination' and one day, when it comes down to it, you will be a hero, just like the others."

'You're right, Shade.' Dull thought. 'Time to be a hero...'

"I am sorry, lady..." Call apologized with a shrug. "But do know that you weren't injured in vain..." With that said, he was about to squeeze the trigger..

At that moment, Dull rammed into Call, throwing off his aim. The crossbow bolt flew wild, going right through the gap inbetween Ricochet and Dove's heads, and embedded into a lampost, scaring everypony.

"Ah!" Dove gasped.

"What the-?" Ricochet growled. "Did some hater just try to snipe me?" He then glared at the roof where the shot came from, "Oh, that is so not cool, bro!"

"You motherbucker!" Call snarled, as he grabbed Dull, ready to slug him. "Why, I oughta..."

"Look out!" Dull pulled him down, as a flurry of crossbow bolts began firing upon them.

"That's it, hide!" Ricochet chuckled, as he pushed Dove aside, firing and reloading his crossbows constantly, pulling the bolts from attached quivers. "You armored narcs can't stop me!"

"That's what you think!" One Guard yelled as they charged.

"That's what I know!" Ricochet fired at an awning above the Guards. The bolt severed it, causing it to fall on them. As they struggled, Ricochet fired another bolt, bringing down a signpost, which pinned the Guards down.

"Well, since you epicly failed to snipe me, I get to waste this chick here!" Ricochet pointed a crossbow at Dove, "Really hate to put a bolt between your eyes, babe, but I gotta make a statement."

Suddenly, a powerful force rammed into Ricochet, sending him flying. It was Fletcher.

"Not today, I'm afraid." Fletcher declared.

"Fletcher!" Dove smiled.

"So you're Fletcher's wife." Elite smiled, as he joined the scene. "Elite Everest, nice to meet you. Now, if you and the others would make yourselves scarce, your husband and I have a criminal to take down."

"Okay, you two be careful!" Dove nodded, the other following her.

"Forget them, worry about us!" Upper Crust snorted, helping her husband to run.

"Such graciousness..." Fancypants shook his head.

"Oh, dammit!" Ricochet groaned as he shoved Fletcher back. "Why you stiffs have to cramp my style?! What, just cuz ya got no lives of yer own outta those tin cans, ya gotta mess with mine?"

"Don't test me!" Fletcher growled, as he pulled out his bow (which was since repaired from his bout with Shade), ready to take aim, "Anypony who threatens my wife has surely grown tired of roaming free."

"That was your wife?" Ricochet cringed, "Ooh, I feel sorry for her. Her hoo-hah must be filled with cobwebs."

"Don't you dare talk her about her like that!" Fletcher roared. "You won't like the consequences!"

"Ooh, lookie here, we got ourselves a bad-flank!" Ricochet scoffed, dripping with sarcasm, "What would you be, Generic Royal Guard #237960? What's so special about you?"

"Well this bad-flank got backup." Elite joined him, flicking his hoof-machete out, "We will give you one chance to surrender. Choose your next words wisely."

"Oh, already have." Ricochet smirked as he pulled up his crossbows and spread his wings. "360 NO SCOPE, BEYOTCH!"

Ricochet flapped into the air, firing barrage of bolts at the two, as they dove for cover.

"That's it, run!" Ricochet taunted, "You narcs in yer metal pajamas ain't so tough!"

"What do you think, Captain?" Elite asked.

"How about an alpha-niner maneuver?" Fletcher suggested.

"Gladly." Elite nodded.

Elite took to the sky.

"How's your aim, you lunatic?" He taunted Ricochet.

"Better than your quips, old timer!" Ricochet fired after him.

While Ricochet's attention was occupied, Fletcher sneaked around the debris.

"Lemme show ya why they call me 'Ricochet'!" Ricochet yelled. He fired a bolt at a drainpipe. It bounced off and headed towards Elite, who dodged just in time.

"You'll have to do better than that." Elite taunted him.

"Oh, I will!" Ricochet took to the skies also. "You're dead!"

"Not just yet!" Elite countered.

Elite flew over the buildings, Ricochet on his tail. He fired some bolts of his own, but Ricochet dodged them just as easily.

"Nice shot, old timer." Ricochet sneered. "Now let me show ya how it's supposed to be done!"

Ricochet increased his firing. Elite could barely stay ahead. Then, Ricochet realised another curve shot...

"Gotcha!" Ricochet smirked, as the bolt clipped one of Elite's wings.

"Ahh!" Elite dropped to the floor with a thud. "Oh... gonna feel that in the morning..."

"Not so cocky now, are ya, ya old fossil?" Ricochet sneered, "Ain't nopony gonna bring this guy down!"

"How about this?!"

"Eh?" Ricochet turned, only to take a arrow... to one of his wings. "AUGH! MOTHERBUCKER!"

The pain was so intense that he spiraled downwards, dropping his crossbows, clutching the arrow in his wing, landing without any grace.

"Erk... why do they always go for the wings?" Ricochet whimpered, as he quickly snapped the arrow out of his wing. He wouldn't be flying anytime soon, as he then glared around, looking for Fletcher. "Where are you-"

"Yahhh!" Fletcher yelled, as he then blindsided him.

"Gah..." Ricochet groaned, clutching his still hurting wing, as he struggled to his hooves. "Right on my bad side..."

"Stand down!" Fletcher ordered. "Or we will use excessive force!"

"How about no?" Ricochet sneered, "I may have a hurt wing, but I am not some pansy!" He then gave a taunt with his hoof. "Come at me, bro!"

"As you wish!" Fletcher charged at Ricochet.

"Yer mine!" Ricochet spat, throwing a blow.

Fletcher ducked, then kicked Ricochet in the face.

"Oh, now yer gonna get it!" Riccochet headbutted Fletcher.

"I should have expected such cheap tactics..." Fletcher growled.

As Fletcher swung a left hook, Ricochet dodged, and punched him in the face.

"You're just like grampa over there." Ricochet spat.

"I'll take that as a compliment." Fletcher declared.

"Please do!" Elite joined in the fight (retracting his machete), kicking Ricochet.

"Ah!" Ricochet growled. "Okay, bring it!"

The three battled fiercely.

Even without his crossbows, Ricochet was a fierce fighter. He parried and blocked both Fletcher and Elite's attacks with ease.

"Mind givin' me a boost?" He hopped on Fletcher's back, and kicking Elite. "Thanks!" He kneed Fletcher away.

"No problem!" Fletcher punched him.

"Take this!" Elite kicked Ricochet.

Ricochet leapt away from both of them, barely phased.

"Is this the best you've got? I'm barely breakin' a sweat!" He boasted.

"Maneuver beta-six!" Elite declared.

"You read my mind, sir!" Fletcher nodded.

Elite grabbed Fletcher, and with a single circular swing, threw him at Ricochet. Fletcher kicked his foe hard, knocking him into the wreckage of a store.

"Ugh!" Ricochet groaned, as he slammed into a support beam, cracking it. "That all you got? 'Cuz I-"

Ricochet's boast was cut short as the building collapsed on him.

"Do you think he's...?" Fletcher asked.

"Perhaps." Elite declared. "But for now, we must focus on our more immediate problems."

"Yes, sir." Fletcher nodded.

As the spider continued its trek, the battles continued.

"Eat this!" Caboose fired a beam of magic at Loveless.

The legs of Loveless' chair dropped down with uncanny speed.

"Whoa." Caboose gulped. "Well, try this!"

Caboose dived at Loveless, who dodged with uncanny speed.

"Too slow!" Loveless thumped Caboose in the face.

"Ugh!" Caboose grunted. "That's it..."

Caboose punched Loveless back, causing him to spin around on his platform.

"My turn." Loveless kicked Caboose.

"Yeowch!" Caboose dropped to the floor. As he tried to get up, another leg stomped on his hoof. "Ah!"

"I do like a good dance!" Loveless frowned, as he stomped on Caboose repeatedly. "I also prefer that you give up! If I wanted it, you would be dead already!"

"Oh, I feel flattered..." Caboose groaned, knowing he hadn't long before he slipped into unconsciousness. Suddenly, he noticed a cable on the leg that was pinning him. "...Here goes nothing..." With a weak bolt of magic, he severed the cable. An orange fluid sprayed everywhere...

"What the? Loveless noticed the liquid. "What did you just cut?" He then noticed the leg pinning Caboose beginning to grow limp, "Ah, buck, you severed my hydraulics!"

"Forget hydrau-lics. I'm gonna give you some of my own 'licks'!" Caboose barked, as he then shoved the weak leg off of him, throwing Loveless back.

Loveless panicked as his chair hit the control panel, as the excessive loss of the hydraulic fluid had caused all his other legs to give out, as his chair dropped to the ground.

"Well, looks like you don't have a leg to stand on." Caboose smirked.

"Um... you wouldn't hurt a poor, defenseless, cripple, would you?" Loveless gave a nervous smirk.

"Oh ho, you are not pulling that card with me, bub!" Caboose sneered, as he cricked his hooves. "You just about sucked out every pity I have for wheelchair ponies..."

"...Okay, in that case..." Loveless sighed... as he then suddenly headbutted Caboose in the face.

"Oh!" Caboose groaned, rubbing his snout. "But-"

"You think that I rely only on fancy gadgets to get where I am today?" Loveless taunted. "All my life, I've fought and struggled for survival in this cruel cruel world, and I won't be bullied by some whackjob!"

"Now you're really asking for it!" Caboose yelled.

"And I'll take it!" Loveless' chair detached from it's wheels, and he lunged for Caboose's ear, biting it hard.

"Ow-ow-ow-ow-ow!" Caboose yelped. "Leggo!"

At the same time, the three way battle between Shine, Shade and Solomon continued. Solomon continued calling down bolts of lightning, but Shine and Shade were too nimble to hit.

"That trick's getting real old, Solomon." Shade taunted. "If you've got a plan B, now's the time to use it."

"Or you could just give up." Shine declared.

Solomon growled as he panted heavily. All those powerful bolts of lightning he casted down took a lot out of him... but he refused to give up.

"Never!" He roared, charging at Shine.

Solomon threw a punch at Shine, but he ducked, and Shade punched over his head, striking Solomon. As Solomon reeled back, Shine shoulder charged him, knocking him back.

"It'll take a lot more than what you two have to beat me..." Solomon snarled.

"Lucky for you, we've got plenty more!" Shade smirked.

The spider began to approach the front of the castle.

"Oh buck, that thing's coming our way!" Blueblood yelped. "We should evacuate!"

"Stand your ground." Celestia declared.

"Yes." Luna nodded. "We shall not be intimidated."

"Speak for yourselves!" Blueblood yelped.

"We can still take cover in the lower levels." Gothic declared.

"Of course." Luna nodded. "We are not stupid."

Meanwhile, Loveless continued biting on Caboose's ear, holding on with all his might.

"Get off!" Caboose threw him off.

"I'm not done yet, you foul-" Loveless started.

"...Hold on, time out!" Caboose called suddenly.

"What?" Loveless scowled.

"Who's driving this thing?" Caboose asked.

"You maroon, the auto-pil-" Loveless gestured to the control panel... only to notice that it was currently smoking, burnt from the short-circuiting... and that they were about to climb up a wall. "Aw, crap!"

One of the spider's legs clamped itself on the castle wall, followed by another. It's main body slowly started tilting upwards.

"Whoa!" Caboose fell onto Loveless.

"Get off!" Loveless yelled.

"I would if I coooouuuld!" Caboose yelped, as they started tumbling down the platform and onto the rest of the spider.

Of course, the change in direction affected the passengers.

"WHAT THE BUCK?! WHO'S DRIVING THIS THING?!" Solomon roared, as he struggled to retain his balance.

"AAARRRRRGGGGHHHH!!" Caboose and Loveless screamed in unison as they fell past them.

"Was that...?" Shine gaped.

"I'm afraid we have bigger problems now." Shine frowned.

"Indeed you do." Solomon spat. "I'm going to finish this, even if it kills me..."

Down in the belly, Silas and Lunard had just regain consciousness...

"Can't believe that old horse beat me..." Lunard growled.

"I can't believe that clown made such a fool out of me!" Silas whined.

"Shut it, ya- whoa!" Lunard yelped, as the gravity tipped them back.

They, along with the other workers, tumbled out of the spider. The Pegasis managed to fly away, and others managed to grab the legs, and safely disembark. Others still were not so lucky, and hit the ground as a pile of broken bones.

"Help me!" Silas screeched, holding on to Lunard for dear life. "I'm too important to die!"

"Then quit squeezing so hard!" Lunard groaned. "I can barely stay aloft as it is!"

At that point, Loveless' wheelchair slid down the spider.

"That's not god." Silas frowned. "Poor Loveless..."

"Forget him." Lunard started flying away. "I'm not carrying that chair too..."

Meanwhile, Shine and Shade's struggle continued.

"I'll kill you both!" Solomon roared.

"Seriously?" Shade frowned. "You're not at all bothered by the tilting?"

"Die!" Solomon charged.

"That's a 'no'." Shine declared.

Solomon lunged for both Shine and Shade. As they struggled the tilt sent themall tumbling backwards.

"Ahhhh!" They cried together.

Fortunately, their fall was broken by one of the spider's gun batteries, which comprised of a large expanse of metal on its side (now its front), perfectly adequate to move around on, but not so adequate for a soft landing.

"Oh..." Shine groaned, as he and Shade got to their hooves.

"This is just not my day..." Shade moaned.

"Well, it looks like fate itself wants me to finish this." Solomon sneered, as he was able to muster some charge into his hooves.

"Or me." Shade shot back.

"If that's the way you want it, then I suppose there's no choice." Shine declared. "Let's go."

"Yahhh!" Solomon tackled them both, but, in unison, they kicked him back.

"Time you finally got what was coming to you!" Shade punched him.

"And then some!" Shine added, adding a punch of his own.

"We'll see about that..." Solomon spat, steadying himself.

The fight continued, but by then, Solomon was showing serious signs of fatigue. Together, Shine and Shade were too much for him. For every blow he landed, they landed two more.

"This can't be happening to me." He groaned. "Not again..."

"It can, and it is!" Shade knocked Solomon down with a solid punch.

"Arr..." Solomon struggled to get up, but Shade pushed him down with his hoof.

"Solomon..." Shade panted, as he then glared upon the ruined landscape of Canterlot, as the spider continued it's slow crawl upwards, and then back at him. "I had made a mistake in not finishing you off myself that day... because of me, so many ponies suffered today... but no more..."

Shade then picked up a shard of metal that was broken off from the cannon fire, and held it to his throat, "Now, I am going to end this. No more ponies will suffer at your hoof."

"Shade, don't!" Shine urged. "He's beaten. It's over!"

"Not yet, it's not." Shade spat. "Out of all the mistakes I made, letting him live was the biggest! How many ponies had he killed today? How many did he kill since he joined up with these 'Forefathers'?"

"I never kept count." Solomon scoffed in spite of himself.

"SHUT UP!" Shade pressed the shard deeper into this throat, drawing a bit of blood, "It is high time that somepony else get their revenge for a change."

"Shade... you know this isn't you." Shine insisted. "You don't kill. You didn't allow the Thieves to kill, so how do you think it'll look when you kill for them?"

"Does it matter?" Shade glared, his eyes growing misty. "They're all dead or incarcerated! And besides, if I don't do this, he will just kill again! This is the only good thing I can do right now for everypony?"

"Really?" Shine asked. "What will your mother think about you becoming a murderer?"

Shade didn't bother to face him.

"I know how highly she thinks of you." Shine declared. "And I know you've always wanted to do right by her. And I know you'd never want to disappoint her."

"It's too late for that. I already disappointed her by becoming a thief." Shade gave a whimper. "All I have done these past days is disappoint somepony! Her, you, the Guards, the Thieves... I just wanted to do the right thing, but I can't!"

"Of course you can." Shine nodded. "You just have to believe in yourself. Believe that you're doing the right thing."

"Like my dad?" Shade sniffed.

"Black had... issues, but he meant well." Shine declared. "And he didn't have anypony looking out for him, like you do. I'll always be there to look out for you Shade, if you'll let me. Not you'll need me to keep too close an eye on you. You have a good heart. I know it, and your mother knows it."

"You really think so?" Shade smiled.

"I know so." Shine nodded. "Besides, that scum isn't worth it. Better he rot in jail in the ground, right?"

"...Okay, we'll do it your way." Shade said, tearry-eyed.

With a silent sob, he chucked the metal shard aside and off the machine.

"Thanks, Shine." Shade smiled. "For believing in me. Maybe it's time I did the same."

"That's the spirit." Shine grinned.

"You foolish boy. You never learn..." Solomon chuckled. "Mercy is for the weak!"

Suddenly, Solomon darted upwards and tackled Shade, as they both fell off the battery.

"No!" Shine flew down after them.

"Die, Shade!" Solomon screeched, punching Shade as they entered free-fall.

"Get... off... me!" Shade shoved Solomon away from him.

"Grahhhh!" Solomon screamed in anger as he veered away.

"At least I can die in peace..." Shade sighed.

"Not today!" Shine swooped down and saved Shade.

"AHHHHH!!" Solomon screamed, he landed in the castle's swan pond.

With a spread of his giant wings, Shine slowly landed himself and Shade safely on the ground.

"Guess that's another one I owe you." Shade smiled, as Shine landed them.

"But who's counting?" Shine grinned.

"Shine!"

"Shade!"

As the two turned, they saw Celestia, Belle, the royals, Fletcher, Elite and several Guards rushing over.

"I was so worried!" Celestia hugged Shine.

"It's okay, Cherryblossom." Shine smiled. "I'm okay..."

"Dad..." Miracle sighed, joining the hug.

"Oh, Shade!" Belle hugged her son. "Don't scare me like that ever again!"

"I won't, mom." Shade hugged her. "I promise..."

"I had absolute faith in you, Shine." Blueblood smiled. "I knew you could stop this madness."

"Sure you did, dear..." Dusty rolled her eyes.

"Marvelous work, your highness." Elite smiled.

"Truly amazing." Fletcher nodded.

"Shade." Dull smiled. "You're okay!"

"'Course I am." Shade nodded. "Takes a lot more than a fall off a metal spider to do me in..."

"Hooray." Call said sarcastically.

"What of that lightning pony?" Elite asked. "What happened to him?"

"I don't know." Shine admitted, "He just fell. I think it's safe to say that he might have-"

The surface of the pond bubbled ominously, then Solomon emerged from it.

"RAAARRRGH!!" He snarled.

"What in Faust's name-" Shine gaped.

Call froze in shock.

'Wait, is that...?' He thought, instantly recognising Solomon. 'Oh, this won't reflect well on me...'

"Die, you motherbucker, die!" Solomon roared, his lightning sparking madly from both his drenched body and his hooves, as he lunged at Shine.

"No!" Shade yelled, as he tackled Solomon back into the water... unfortunately, as per law of nature, as soon as his now drenched body met Solomon's lightning...

Everything lit up as Shade was electrocuted from Solomon's lightning.

"AAAARRRGGGHHH!"

"Shade!" Shine gasped.

"No!" Belle cried.

With a simple chuck, Shade's singed body was thrown out of the water, Solomon rose up with a vicious chuckle.

"He-he..." Solomon cackled weakly. "Got that brat at last..."

"You son of a..." Shine snarled as he then yelled at the other guards, "Don't just stand there, restrain him!"

"With pleasure." One Guard nodded, "Come on, guys!"

"He hurt Shade." Dull snarled, as the other Guards surrounded Solomon. "He'll pay for that..."

"Come and get it, motherbuckers!" Solomon roared, as he fired a few bolts at them. "I may be bruised but I am not-"

"Enough." Celestia said forcefully, using her magic to restrain Solomon's.

"What... no!" Solomon yelled.

"You monster..." Celestia spat. "You have harmed your last innocent..."

"Oh, Shade..." Elite shook his head. "Not like this..."

"Shade..." Belle wept over Shade, who was barely breathing. "Don't leave me. Not like Black..."

"This may not be the best time to ask, but... where's Caboose?" Fletcher asked.

Up on the spider, Loveless and Caboose were both still hanging off the tail end of the machine by a manipulator claw on Loveless' chair, as it continued its slow trek upwards.

"Well, I'll be a monkey's uncle." Loveless frowned. "How did we arrive in this dark situation?

"I don't know. I'm stumped as you are!" Caboose replied. "By all accounts, this doesn't make much sense. I'm totally baffled."

"And I'm so cotton-pickin' afraid of heights! They just give me the spooks!" Loveless added.

"Ah, don't be afraid, wheels!" Caboose urged. "With this being possibly our last moments on Equestria and all, you should soak in the view." Caboose glanced at the view of the war-torn Canterlot. "You're really missing something."

"Look, sir, I don't mean to be rude, but I'm gonna have to cut this conversation short..." Loveless started.

Caboose snickered.

"What?" Loveless asked.

"Short! I get it!" Caboose guffawed. "You have nothing below your stomach. Without your wheelchair, you're barely bigger than my son! Good one, rolls royce, I didn't think of that!"

"You know, I am faced with a difficult decision here." Loveless declared. "On the one hoof, there's the fact that your weight will invariably cause us both to fall, necessitating your immediate removal. On the other, I have no real desire to kill you. But there is still so much I have left to do. Things I cannot do if I'm dead. The decision is down to the mere push of this lever..." He indicated a lever at the side of his seat.

"Hey, don't be too hasty." Caboose pleaded. "I kinda see you as glass half-full stallion. Not that I mean anyway by 'half', you know..."

"Comments like that aren't helping." Loveless growled.

"Sorry." Caboose apologised. "Didn't mean to make you hopping mad- oh, wait."

"Unbelievable." Loveless groaned.

Suddenly, the lever fell back on its own. The two gazed at it.

"Buck." The two said in unison.

They began to fall... but Caboose managed to jump off the edge of the chair and into the machine.

"OH, YOU MOTHER-" Loveless' curse was drowned out as he fell.

At the same time, Sterling, who had reached a vantage point on a nearby building, had had his attention caught by the spider's movements. Through binoculars, he saw his mentor falling to his doom. His blood turned to ice.

"LOVELESS, NO!" He yelped.

Loveless fell downward, toward the unforgiving pavement.

"Of all the rotten luck..." Loveless cursed. "If only I had packed my..." Suddenly, he realized something. "Wait, I did!"

Loveless felt around the back of his wheelchair.

"Where is it..." He muttered. "Ah, here it is!"

Loveless pulled on a hidden switch with his teeth.

The others spotted Loveless' fall.

"Look, up there!" Dusty pointed.

"Does that pony not have any legs?" Blueblood frowned.

"And he's falling!" Miracle yelped.

"Well, he's dead." Call snorted.

"Real nice, Call..." Dull scowled.

Just before Loveless hit the ground, large wings emerged from the side of his chair, and propeller popped out of the back, carrying him upwards.

"Hey there, carty carty bang bang, carty carty bang bang, how do you do?" Loveless chanted. "Hey there, carty carty bang bang, carty carty bang bang, we love you!"

"What the buck?" Elite gaped.

"Whoa." Caboose gaped. "Is there nothing that wheelchair can't do?"

"Where did that come from?" Dull gaped.

"He comes prepared, I'll give him that." Call noted.

"Loveless, you brilliant son of a draft horse." Sterling sighed, beside himself with relief.

Loveless sailed around the courtyard, watching from above as Solomon was trying to break free of the guards without his lightning magic to aid him. Naturally, he wasn't doing too hot. Solomon glanced up and saw him.

"Loveless! Loveless, help me!" Solomon called.

Loveless paused... only to glare at him.

"Reap what you sow, Solomon..." He said coldly, before flying away.

"WHAT?!" Solomon gaped in outrage. "NO! LOVELESS, GET BACK HERE! YOU CAN'T DO THIS TO ME!" He then slugged a guard that tried to grab him. "I'LL KILL YOU!"

"Put a lid on it!" One of the Unicorn Guards used a spell to silence him.

The Guards dragged the mute menace away, despite Solomon's continued struggling.

Meanwhile, in the since abandoned streets of Canterlot, Lunard and Silas were trying to get away.

"So much for Solomon's big plan." Silas growled. "Giant spider, please..."

"Now what do we do?" Lunard asked.

"I don't know!" Silas growled. "They never came up with a plan for retreating!"

Soon, they passed by the same collapsed building that Ricochet was in, as two hooves burst upwards from the wreckage, revealing a injured Ricochet.

"Oh... what did I miss?" Ricochet asked.

"Oh great." Lunard snorted. "He's still alive, too."

"Nice to see you too, beaky." Ricochet scowled, as he stumbled out of the rubble. "What's been goin' down? I saw the spider just walkin' past me."

"Clearly, something has gone wrong." Silas declared. "What should we do?"

"Why you askin' me?" Ricochet snarled, holding his wounded shoulder. "I'm not the smart guy here. That's..."

"Me." Loveless descended, folding in his wings and propellors.

"Loveless?" Silas asked.

"Hey, he's a'ight!" Ricochet smiled. "...What about Solomon?"

"He's being taken in as we speak." Loveless declared.

"Hold up, did you... did you leave him?" Silas asked. "Solomon, our so-called 'leader'?"

"There was nothing I could had done." Loveless declared coldly. "Besides, without my machine and all of you wounded, Project: Titanfall... is a failure."

"Well, crap, that isn't how I wanted this party to end." Ricochet frowned.

"At least I can say that this Project tanked harder than mine did." Silas scoffed.

"At least you two got to do some fighting. Next 'Project' or whatever, I get to do some butt-kicking!" Lunard snarled.

"Hey, where's Sterling, Wheels?" Ricochet asked, as he glanced around. "They didn't get him, did they?"

"Sterling... isn't around no more." Loveless frowned. "And unless we want to share Solomon's fate, we better leave before they send the guards after us."

"What's gonna happen to the Forefathers?" Silas asked. "With Solomon gone, we're really in trouble. Especially after all the mess we made!"

"We'll endure." Loveless sighed, as he then began wheeling off. "Follow me. I know of a safehouse nearby where we can hide out until we can get a carriage to bring us back hom."

"Sure, whatever." Lunard shrugged.

"Better than following Solomon, at least..." Silas scowled.

"Solomon..." Ricochet glanced back in uncertainty as they run off into the unknown. "Here's hoping we don't get it as bad as him..."

Meanwhile, Caboose climbed back into the spider, which was nearing the top of the tallest tower in the castle.

"Okay..." Caboose frowned, as he grimaced at the probably destroyed controls, "What am I going to do with this thing..." He glanced around, taking in the cannons. "It would be a waste to just scrap it..." Suddenly he lit up. "Ooh, I know!"

Concentrating hard, Caboose screwed up his face, his horn glowing. The whole spider glowed also, and vanished...

Meanwhile, a few minutes later in Everfree Forest...

Grimoire was walking back to his mansion, having just taken his pet Timberwolf, Oakley, out for a walk... and saw the giant, defunct spider just sitting there, right outside.

"Um... Zecora, love?!" Grimiore yelled back, unable to take his eyes off the machine. "Why is there a giant metal spider in our backyard?"

Zecora emerged from the house, carrying their son, Arkham.

"I'm afraid that was Caboose's doing." She declared. "He said he had nowhere else to put the thing."

"Oh, you've got to be kidding me..." Grimoire frowned.

As he took a closer look at the machine, he spotted a note attached to it.

"What the...?" He picked up the note with his magic.

'Dear Grim,

Sorry to bother you, but this thing was attacking Canterlot a few minutes ago, and I was thinking of destroying it, but then I thought, hey, this would make a good weapon for us to use someday. However, I needed to find a place to hide it till everything blows over, and I thought since a few ponies rarely visit you and Zecora, I hide it here! Don't you worry, I was able to turn off the machine, and I took the liberty of unloading all the cannons... wait, did I get all the cannons? I think I might had forgotten the one cannon by the head... naw, I'm sure I did-'

The cannon in question suddenly went off, blowing a hole in Grimoire's mansion. When the smoke cleared, Murray (who was visiting while May was out of town), in a bathtub could clearly be seen.

"What the buck?!" He yelped, just before the tub starting sliding down the tilting floor. "No, no, no, no, no, no...!"

The tub fell to the ground, shattering on impact.

"Looks like I need a new bathtub..." Grimoire groaned, before returning to the note.

'...On second thought, maybe I didn't. I would be careful, bro. Well, gotta go and help out back in Canterlot.

With love, your brother Caboose'

"Thanks, Caboose..." Grimoire sighed with exasparation.

Back in Canterlot...

Suddenly , Caboose appeared, amongst all the Guards, much to their surprise.

"So, what did I miss?" He asked.

Shine rushed past, carrying Shade on his back.

"We have to hurry!" Shine yelled. "He's barely breathing."

"Oh." Caboose cringed. "That."

Shine burst into the royal physician's office.

"Save him." He told the doctor, placing Shade on the bed. "Please!"

"I'll do my best, your highness." The physician nodded.

"Please, Shade..." Belle wept. "Please, don't leave me..."

The royals and Guards gathered around as the physician attended to Shade, fearing that victory had come with a heavy cost...

Comments

[HolyCross9]

Oh no. Please, don't die on us, Shade Paladin.

[Grekoy]

I see a reference of Wild Wild West because of the spider and half-pony in a wheelchair.

Don't die Shade. You have so much to live for.

"Then quit squeezing so hard!" Lunard groaned. "I can barely stay aloft as it is!"

At that point, Loveless' wheelchair slid down the spider.

"That's not god." Silas frowned. "Poor Loveless..."

"Forget him." Loveless started flying away. "I'm not carrying that chair too..."

Lunard

[danick]

OH c'mon, you're going to let that bastard live Celestia?!

That's why i hate you

[Ebony Stallion]

7186139 It calls being the bigger person. Superman and Batman don't kill their bad guys (except in very very rare cases). And besides, something is going to happen in Solomon in the next chapter where he won't be a problem to anypony.

[danick]

7186451 I hope so, and them I'll take everything i said

[moonlit scribe]

Please. Please. Please no. Also, that part about the cannon on the spider:

[Vakama95096]

I saw that family guy bathtub joke, hilarious

[TigerAce]

Eup this is Wild Wild West

[TigerAce]

Chitty Chitty Bang Bang reference

[00RaiserGundam]

This is only the 2nd time you used that particular Family Guy reference.